==> picture [210 x 45] intentionally omitted <==

T E S T I N G

I N T E R N E T O F T H I N G S

P R O D U C T E N G I N E E R I N G

==> picture [540 x 351] intentionally omitted <==

----- Start of picture text -----

A U T O M A T I O N
B I G D A T A
D E M A N D A N A L Y T I C S
C L O U D Q U A L I T Y
D A T A A C C E S S A N D A N A L Y S I S
I N T E G R A T I O N
A R T I F I C I A L I N T E L L I G E N C E
----- End of picture text -----

– 2018 19 Annual Report

==> picture [612 x 672] intentionally omitted <==

----- Start of picture text -----

Consolidated Financial Highlights
(Rs. in million)
2018–19 2017–18 2016–17 2015–16 2014–15
Revenue 2,994 2,968 3,417 3,116 3,191
EBITDA 73 33 136 229 301
Proft Before Tax (PBT) 44 (1) 115 208 278
Proft After Tax (PAT) 27 (56) 93 259 192
Earnings Per Share
(Basic EPS) 1.09 (2.26) 3.74 10.50 7.80
Contents
Letter to Shareholders 1 Consolidated Financial Statements 114
Board of Directors 6 Notice of the Annual General Meeting 167
Leadership Team 7 Attendance Slip 173
Board’s Report 8 Route Map to AGM Venue 174
Annexures 19 Proxy Form 175
Corporate Governance Report 40 Ballot Form 177
Management Discussion and Analysis 56 Form for Registering E-mail ID 179
CEO and CFO Certifcation 62 ECS Mandate Form 180
Standalone Financial Statements 63
----- End of picture text -----

Mindteck 2018–19 Annual Report Letter to Shareholders

LETTER TO SHAREHOLDERS

Dear Shareholders,

We are pleased to present the financial statements for Mindteck’s fiscal year 2018-19. The Company reported standalone revenue of Rs. 107.63 crores, as compared to Rs. 88.42 crores for 2017-18. Consolidated revenue stood at Rs. 299.41 crores, as against Rs. 296.84 crores for the previous year ended March 31, 2018. Standalone net profit after tax stood at Rs. 7.19 crores, while consolidated profit after tax was Rs. 2.74 crores.

The Board of Directors has approved a 10% dividend, payable 30 days from the date of declaration to shareholders appearing on the Register of Members as on August 07, 2019.

==> picture [79 x 78] intentionally omitted <==

==> picture [78 x 78] intentionally omitted <==

Yusuf Lanewala Sanjeev Kathpalia Chairman Managing Director and CEO

During 2018-19, against the backdrop of continued market competition, margin compression, and talent scarcity, the Company achieved progress on the strategic path set forth last year:

==> picture [18 x 19] intentionally omitted <==

Aligning our business around the expectations of our clients;

==> picture [18 x 19] intentionally omitted <==

Embracing the emergence of a reimagined Mindteck;

==> picture [18 x 19] intentionally omitted <==

Furthering our growth through a wide expanse of opportunities, and

==> picture [18 x 19] intentionally omitted <==

Sharpening our focus on our competitive strengths.

Notable inroads were made building new competencies for clients to complement our legacy expertise in embedded systems, enterprise applications, and testing. Just as importantly, we gained ground building a digital core, becoming more agile, and staying relevant.

Along the Digital Continuum

Over the course of the year, our discussions with both clients and prospects increasingly elevated to topics related to their journeys along the digital continuum, such as modernizing legacy applications, upgrading outmoded process and testing frameworks, and applying ‘model-analyze-build’ methodology in product development. This bodes well for near and long-term growth, since it positions us closer to becoming a strategic enabler in the current transactional environment.

We are pleased to report that Mindteck’s design and development methodologies, practices, and process framework approaches are continually evolving to be on pace with ongoing technological change. The transition began a number of years ago when we moved our software development process from the sequential waterfall model to the agile development methodology. This transition resulted in improving our clients’ ROI and product quality, and reducing project risks, thus enhancing customer satisfaction overall. We also instituted model-driven engineering to simulate components for a precheck on feasibility, development, and performance before the system is built. This provides a more integrated development environment for future incorporation of big data, AI, and the like. Next, we incorporated automation and testing to enhance the throughput and reliability of software verifications, cloud enablement of applications, as well as data visualization and analytics to help identify patterns of product utilization.

Mindteck 2018–19 Annual Report Letter to Shareholders

We are also pleased to report that our portfolio of offerings expanded to include cloud, analytics, automation test frameworks for platform and storage testing, as well as Robotic Process Automation (RPA) – a technology that harnesses artificial intelligence to transform business processes. With RPA, software robots are configured to emulate and integrate human interactions to enable organizations to rapidly automate and benefit from significant cost and time efficiencies. In contrast to traditional IT solutions, RPA leverages existing infrastructure without disrupting underlying systems to optimize an organization’s digital transformation journey.

During the year, we entered into a partnership with UiPath, an industry leader in RPA. The company provides the most widely used RPA platform in the world, combining elite enterprises and partners, committed to excellence in implementation and product innovation with the largest RPA developer community. Our partnership is a critical step forward in demonstrating our commitment to delivering niche knowledge that matters in today’s rapidly evolving technological environment to help our clients propel, compete and innovate as they move forward along the digital continuum. As part of this commitment, during the year we also established a dedicated Research and Technology Group (RTG), to augment our existing R&D group with SMEs in focused technologies, such as Analytics, RPA, IoT and Cloud. A Center of Excellence for Automation, which is currently being developed, will help support the Group’s effort in best practices and thought leadership.

Mindteck Experience

Year after year, we remain relentless in our pursuit to cultivate advocacy and trust from our clients. We know that our success is very much dependent upon our ability to consistently execute on the deliverables our client expects, to ensure that their R&D and technology investments are optimised, and to improve our capacity to anticipate their future needs. Moreover, we know that doing all that we can do to ensure a positive experience all around is essential. While there is a long way to go, we took meaningful steps toward this effort during 2018-19.

Strengthened Leadership: Anand Balakrishnan, Mindteck Chief Financial Officer from November 2014 to July 2017, rejoined Mindteck to serve as Chief Operating Officer. He is a seasoned, results-driven professional who is setting operational priorities to increase efficiency and productivity with an eye toward ensuring positive contributions to both our financial performance and client experience. Ravi Ramaiah also joined Mindteck as Head of Quality Assurance. He is a change management executive who is re-engineering the department to enhance QA, information security, and IT governance.

Improved Processes and Frameworks: We are incubating the aforementioned RPA into the organization in order to speed up transactional activities – all the while being mindful of the value of human expertise. The Quality Group initiated simplification of, and enhancements to, existing processes related to project management, engineering and support using the Lean Principle and ETVX (Entry, Task, Validation and Exit Criteria), along with swimlanes. This helps in sequencing process activities and their interactions; brings better clarity to initiate process improvements initiatives; and in transitioning to CMMI Version 2.0.

Fortified Talent Management: During 2018-19, several steps were taken to ensure employee readiness for the near and long term, including competency mapping, centralized HR partners to fulfill specific needs, and soft skill training.

Introduced New Engagement Model: Early on in the year, we worked closely with a long-standing client to develop a new business relationship hinged on outcome-based projects. To date, we have successfully executed three such projects.

Improved CSAT Ratings: In 2018-19, our Customer Satisfaction ratings with IT Services, Electronic Design, and Storage clients improved to 9.0 from the 8.9 ratings over each of the last three years.

Mindteck 2018–19 Annual Report Letter to Shareholders

Key Project Highlights

We are very pleased to report that the Company added 25 new clients to its roster, with projects spanning across domains and geographies, including implementations in IoT, big data, cloud, and analytics.

In IMEA, we secured an important project with a leading state-run school system in support of the Indian government’s initiatives to bring 21st century technology to the country’s educational system. This will enable Mindteck to digitally transform the municipalities’ secondary school and higher education frameworks, and impacts approximately 40,000 students, 572 classrooms, and 55 labs operating in a total of 72 schools. The project encompasses cloud-based centralized analytics and ERP solutions, best-in-class facilities, and a mobile app for students and parents.

Other highlights for the region include:

n Building a smart hazardous waste disposal solution for a leading medical client that specializes in IV therapy products, systems and services. The project includes prototyping, hardware and mechanical design, software development, and functional testing.
n Developing front-end analytical dashboards for a Fortune 500 storage client.
n Won new business with a government healthcare entity in Qatar.

We expanded business in the APAC region by securing engagements from a global industrial automation company, a car audio manufacturer, a utilities company, and a leading multinational communications provider. Additionally, we are:

n Redesigning an E3-Interface Card targeted for use in the telecom sector, for one of Asia’s largest defence and engineering companies.
n Designing and developing a state-of-the-art smart street lighting system module for harsh environments for a leading worldwide industrial solutions provider. The advanced, miniaturised module enables power optimization and is reusable for a range of lighting controllers. It also addresses a wide array of challenges faced by the OEMs, including inventory reduction, increased energy efficiency, systems reliability, and overall cost reduction.
n Developing and testing embedded system drivers for a leading life sciences analytics client.

In Europe, we won a significant product development project from one of the premier global biopharmaceutical companies; expanded existing business with a UK-based medical device client; started work with the largest European independent IT systems integrator; and established a new customer relationship with a European medical technology company. Other highlights include:

n Won new business from a premier health technology company.
n For a leading power electrical equipment manufacturer, Mindteck will provide real-time indoor location tracking and productivity analytics for forklifts and other mobile equipment within their manufacturing facility.

In the US, we started a three-year project with a national leader in cloud software and hyperconverged infrastructure solutions. The engagement encompasses complete test framework development and product platform testing for the company’s latest cloud services offering that enables seamless solution deployments. Additionally, we secured:

n A capillary electrophoresis instrument control software development project for a US-based global leader in mass spectrometry.
n New professional services clients for the US state governments of New York, Virginia and Michigan.

4 Mindteck 2018–19 Annual Report Letter to Shareholders

Mindteck Brand

During 2018-19, we prudently increased investment in sales and marketing activities to support a variety of brand-building endeavors:

n Joined the NetApp Alliance Partner Program as an Advantage Alliance Partner. This partner community will provide access to NetApp training, tools and resources to support the integration of partner solutions, as well as enhance the data-driven cloud services portfolio we offer to our clientele.
n Participated in NetApp Insight 2018 as a silver sponsor, and joined other storage and data professionals in discussions about NetApp’s innovations in cloud, data management, software, storage, and partner solutions.
n Exhibited for the first time at Pittcon – the most attended annual conference and exposition on laboratory science in the world. IntelliLab, our laboratory data analytics software solution which provides a 360-degree view of lab activities, was well-received, along with the other engineering and technology solutions showcased to the select audience.
n Participated in Zinnov Confluence 2019/Santa Clara, an invitation-only thought leadership and networking platform for CXO-level, engineering, digital, technology, and business leaders from around the globe. Mindteck conducted the masterclass on automation and automated testing.
n Presented our IIT BHU Smart Grid Solution at the Smart Grid Conclave at IIT Delhi. The event was attended by the Ministry of Power as well as various other utilities.
n Hosted the T/E/N Storage Meetup in partnership with the Storage Networking Industry Association (SNIA).
n Participated in job fairs in Berlin, Hamburg and Stuttgart in conjunction with our T5 Karriere Portal partnership, which provides access to a dedicated online portal to attract freelance computer scientists, engineers and scientists.

Last but not least, we were gratified to be identified as a niche and emerging player in the Zinnov Zones 2018 Engineering R&D Services ratings. Zinnov, a global management and strategy consulting firm, has been annually assessing the prowess of global service providers in overall, horizontal, and verticalspecific ER&D services capabilities since 2009.

Specifically, Mindteck was rated in five Zinnov Zones: Emerging Zone in Overall ER&D and Quality Assurance Engineering; Execution Zone of leading service providers in Computer Peripherals and Storage, as well as Enterprise Software; and the Breakout Zone of leading service providers in Medical Devices.

Factors underlying the Zones ratings include clientele, R&D delivery, engineering capacity, niche capability, innovation frameworks, and specific industry alliances, partnerships and membership in global forums. This acknowledgement is a testament to Mindteck’s long-standing client relationships and strong niche capabilities, as well as our smart investments in people, training, new technologies, and other emerging growth opportunities.

Mindteck 2018–19 Annual Report Letter to Shareholders

Social Responsibility

Mindteck’s social responsibility commitment is part of We Care . We believe that through our successes around the globe, we should give back in kind and deed. We do what we can to create shared value and steward resources to create hopeful tomorrows for others. In 2018-19, we fulfilled our commitment again with three funding allocations:

Gandhi Old Age Home: In November, Mindteck donated a commercial washing machine that was much desired by its approximately 50 residents who are elderly, blind, or mentally challenged.

Swami Vivekanand Shiksha Samiti: In conjunction with Women’s Day 2019, Mindteck inaugurated three dedicated pink parking sites for women in the city of Bhopal.

Mantra4Change: Once again this year, Mindteck contributed toward the ‘School Readiness Program’ for Early Childhood Education (ECE).

United and Determined

Though challenging times persist in this increasingly complex world, we remain united and determined to grow and thrive. Our most sincere thanks to all of those who continue to contribute to our longevity and success; our clients for their enduring trust and confidence; our shareholders for their continuing commitment; and our employees around the globe for their unwavering dedication and hard work.

==> picture [117 x 31] intentionally omitted <==

Yusuf Lanewala Chairman

==> picture [83 x 40] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO

Mindteck 2018–19 Annual Report Board of Directors

BOARD OF DIRECTORS

As under Mindteck’s code of corporate governance, the Board of Directors guides the Company toward attainment of the highest levels of transparency, accountability, accessibility, and equity in all facets of its operations, and in all transactions with its stakeholders, including employees, clients, shareholders, suppliers, partners and alliances, supporting agencies, Government, and society at large.

==> picture [122 x 122] intentionally omitted <==

Yusuf Lanewala Chairman

==> picture [122 x 122] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO

==> picture [122 x 122] intentionally omitted <==

Meenaz Dhanani Non-Executive Director

==> picture [122 x 123] intentionally omitted <==

Jagdish Malkani Independent Director

==> picture [122 x 123] intentionally omitted <==

Prochie Mukherji Independent Director

==> picture [122 x 123] intentionally omitted <==

Guhan Subramaniam Independent Director

==> picture [123 x 122] intentionally omitted <==

Satish Menon Independent Director

==> picture [123 x 122] intentionally omitted <==

Subhash Bhushan Dhar Independent Director

Mindteck 2018–19 Annual Report

LEGAL AND COMPANY SECRETARY

Shivarama Adiga S. Vice President

AUDITORS

S.R. Batliboi & Associates LLP

BANKERS

Axis Bank Limited HDFC Bank Limited YES Bank Limited Citibank, N.A. Standard Chartered Bank Limited

REGISTERED OFFICE

Mindteck (India) Limited

AMR Tech Park, Block-1, 3rd Floor, #664, 23/24 Hosur Main Road, Bommanahalli Bengaluru - 560068 Tel: 91 80 4154 8000 Fax: 91 80 4112 5813

REGISTRAR AND SHARE TRANSFER AGENT

Universal Capital Securities Private Limited

21/25, Shakil Niwas, Opp. Sai Baba Temple Mahakali Caves Road, Andheri (E) Mumbai - 400 093, India Tel: 022-28207203-05 Fax: 022-28207207

MANAGEMENT TEAM

Sanjeev Kathpalia Managing Director and CEO

Anand Balakrishnan Chief Operating Officer

Meenaz Dhanani

Non-Executive Director

Prashanth Idgunji Chief Financial Officer

SALES

Santhosh Sampige Nagaraj

Senior Vice President – US Managed Services

Ranga Yeragudi

Regional Vice President - US Northeast

RESEARCH AND DEVELOPMENT

Surjit Lahiri Vice President

DELIVERY

Shreerama Muniyoor Senior Vice President

Arup Banerjee

Senior Vice President - ROW Sales

Jacob Pillay

Regional Vice President - APAC

HUMAN RESOURCES

Pradeep K General Manager

MARKETING AND COMMUNICATIONS

Karen Stark

Senior Vice President

Mindteck 2018–19 Annual Report Board’s Report

Board’s Report

To the Members,

The Directors hereby present the Twenty-Eighth Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2019. The Consolidated performance of the Company and its Subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

1. FINANCIAL RESULTS
		(in Rs. Million)
Particulars	Standalone Year ended March 31, 2019 Year ended March 31, 2018 1,076.30 884.20 24.50 19.00 656.30 616.50 26.70 11.40 291.30 218.80 126.50 56.50 6.40 2.20 17.40 11.50 - - 102.70 42.80 30.80 23.70 71.90 19.10 256.20 256.20 2.81 0.75	Consolidated
		Year ended March 31, 2019 Year ended March 31, 2018
Revenue from operations		2,994.10 2,968.40
Other income		28.50 20.80
Employee benefts expense		2,028.10 2,043.80
Cost of technical sub-contractors		479.30 536.90
Other expenses		442.70 375.00
Proft before fnance cost, depreciation, taxes, amortization		72.50 33.50
Finance cost		10.00 5.50
Depreciation and Amortization expense		18.90 13.00
Exceptional Item		- 16.20
Proft Before Tax		43.60 (1.20)
Tax expense		16.20 55.30
Proft After Tax		27.40 (56.50)
Paid-upEquityShare Capital		252.10 252.10
Earnings Per Share (EPS)		1.09 (2.26)

2. COMPANY AFFAIRS

Standalone

On a Standalone basis, your Company recorded revenue of Rs. 1,076.30 million, as against Rs. 884.20 million in the previous year. Mindteck’s profit after tax stood at Rs. 71.90 million, as against Rs. 19.10 million in the corresponding previous year. At an operating margin level, Mindteck recorded EBITDA of Rs. 126.50 million (11.75%) this year as against Rs. 56.50 million (6.40%) last year.

Consolidated

During the year under review, your Company recorded Consolidated revenue of Rs. 2,994.10 million as against Rs. 2,968.40 million in the previous year. Of the Consolidated revenue that was recorded, 69% is attributed to the US and the balance pertains to the rest of the world.

Mindteck‘s Consolidated profit after tax for the year stood at Rs. 27.40 million, as against net loss of Rs. 56.50 million in the corresponding previous year.

At an operating margin level, Mindteck recorded EBITDA of Rs. 72.50 million (2.40%) this year as against Rs. 33.50 million (1.10%) last year.

There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the 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, 2019. This translates into a total outlay of Rs. 3,08,88,554 including Dividend Distribution Taxes.

4. BUSINESS FOCUS AND HIGHLIGHTS

Mindteck provides engineering and technology solutions to Fortune 1000 companies, start-ups, leading universities, and government entities around the globe. The company is devoted to helping its clients compete, innovate, and propel forward along the digital continuum. Mindteck’s legacy expertise in embedded systems, enterprise applications and testing complements newer Analytics, Cloud, IoT, and RPA disciplines and accompanying solutions, and ensures that clients’ R&D and technology investments are optimised.

Mindteck 2018–19 Annual Report Board’s Report

Mindteck was ranked as a niche and emerging player in the Zinnov Zones Engineering and R&D Services Report 2018. As per Zinnov Partner, Sidhant Rastogi: “Mindteck has been identified as a niche and emerging player in the Zinnov Zones ER&D ratings 2018. The firm has been able to establish itself as an able service provider for large enterprises across verticals such as enterprise software, storage, and medical devices. From a digital engineering

perspective, the firm is actively working on establishing its prowess in the IoT space.”

Factors underlying the Zone ratings include clientele, R&D delivery, engineering capacity, niche capability, innovation frameworks, and specific industry alliances, partnerships and memberships in global forums.

==> picture [436 x 246] intentionally omitted <==

10 Mindteck 2018–19 Annual Report Board’s Report

==> picture [436 x 246] intentionally omitted <==

==> picture [437 x 247] intentionally omitted <==

Mindteck is among a select group of global companies appraised at CMMI Dev Ver 1.3 Level 5 of the CMMI Institute’s Capability Maturity Model Integration (CMMI). It is also one of the Founding Members of The Atlas of Economic Complexity, a visualization tool for research developed by the Center for International Development (CID) at Harvard University.

Global alliances: Intel IoT Solutions Alliance, IoT Global Network, Oracle Gold, Oracle Cloud, GE Digital Alliance, and the Smart Cities Council India. Partnerships: UiPath noted below.

In 2018, as a part of the company’s ongoing commitment to emerging technologies, Mindteck entered into a partnership with UiPath, an industry leader in Robotic Process Automation (RPA) – a technology that harnesses artificial intelligence to transform business processes. With RPA, software robots are configured to emulate and integrate human interactions to enable organizations to rapidly automate and benefit from significant cost and time efficiencies. In contrast to traditional IT solutions, RPA leverages existing infrastructure without disrupting underlying systems to optimise an organization’s digital transformation journey.

Mindteck 2018–19 Annual Report Board’s Report

Analytics

Mindteck’s analytics and business intelligence service offerings help clients act automatically on their data. Solutions include: unstructured content analysis, unified screening platform for the financial services domain, and predictive modelling frameworks for insurance. Reporting support includes: customized mobile dashboards, predictive, prescriptive and descriptive business intelligence, and analytics, along with data consolidation management.

Notable analytics projects for the year are as below:

A government project covering 72 government schools with 572 smart class rooms and 55 labs. Mindteck is providing cloud-based centralized analytics and ERP solutions, along with other best-in–class facilities. Technologies used to develop the software solutions include Angular JS, .Net MVC5, Web API, HTML 5, SQL server 2018, Mongo dB, CI/CD model, auto scaling cloud infrastructure, and IOT.
For a Fortune 500 storage client, Mindteck is developing front-end analytical dashboards.
Engaged with a leading TV manufacturer for AI-based test automation to reduce complex color tuning/ adjustment test times.
For the world’s leading power cable manufacturer, Mindteck will provide real-time indoor location tracking and productivity analytics for forklifts and other mobile equipment within their manufacturing facility.

Cloud

Mindteck’s Cloud discipline is comprised of a variety of solutions, including private, public and hybrid cloud; application migration and development; testing. A project highlight for the year at hand involves building and operating powerful, multi-cloud architectures for a cloud computing software company. This will enable end customers to have single point-of-control for managing their IT infrastructure and applications regardless of project scale. The project engagement also includes cloud testing services for a period of one year.

Internet of Things (IoT)

Mindteck continues to focus on providing monitoring and control solutions through the design of various building blocks required for wireless connectivity and system integration for IoT solutions. To address vulnerability from cyber attack with internet connected devices, Mindteck also focuses on providing secure IoT solutions. The company’s in-house technologies in IoT and the smart city space have also helped reduce solution costs and delivery timelines. A notable win for 201819 is the design and development of a smart medical bin for a pharmaceutical giant, including hardware design, mechanical design, prototype build, software development and functional testing

of companies strong in hardware design, system software development and application development, the company has not only retained those strengths but also developed them for 27 years and counting.

The company’s expertise includes product conceptualization, feasibility study, prototyping, hardware design, firmware design, system software and application development, system integration, quality assurance, packaging, environment testing and certifications.

Important projects for 2018-19 include:

Developing and testing embedded system drivers for a leading life sciences client that specializes in life sciences analytics. The drivers will enable interaction between the client’s storage capture mechanism and their instruments.
Developing digital control gear to replace the existing analog dimming lighting systems for a client. This is an alternative to open standard Digital Signal Interface (DSI). Mindteck will be designing and developing the control gear, including hardware design, application firmware and DALI 2.0 stack development, prototypes build, HALT testing, pre-compliance and functional testing.
Redesigning an E3-Interface card for one of Asia’s largest defense and engineering companies and targeted for use in the telecom sector. Obsolete components will be replaced by available active components without affecting functionality and performance. Mindteck, together with a vendor, are designing and developing the E3 interface card. The project includes hardware design, FPGA firmware design, prototype build, functional testing, and production.
Porting and migration of existing software to run on new hardware architecture, as well as enhancing the current software for newer features and requirements, for a leading integrated engineering group in the aerospace, electronics, land systems and marine sectors. Mindteck will design and develop the software to control platform screen doors for specific safety targets in the area of railway safety. The development will be in two phases: the first consists of development and testing of firmware on development boards and client-supplied interfaces, while the second involves development and testing of firmware on actual hardware.
Won two new MS firmware development and hardware production projects with a leading Singapore-based Information Communications Technologies (ICT) provider and developer of smart city solutions.
An innovative, personalized wellness company is consulting Mindteck for the development of a sleep wellness monitoring device.

Robotic Process Automation

Product Engineering

Mindteck’s expertise in end-to-end product engineering is a result of its rich heritage. Formed by the amalgamation

As one or the results of the aforementioned partnership with UiPath, Mindteck has integrated RPA as a new discipline, with corporate solutions specifically targeted

12 Mindteck 2018–19 Annual Report Board’s Report

for finance/accounting, procurement, human resources, operations, and customer support. Currently, we are building our RPA capabilities through hiring, training and certifications, all the while ensuring we build a reusable automation framework.

Testing

Mindteck’s hallmark testing discipline spans across domains, as well as legacy and emerging technologies. Solutions include end-to-end automated and manual test execution and validation; strategy; frameworks and methodologies; functional; automation. Highlights for the year include:

Three-year engagement involving manual, automation and cloud testing for a Fortune 500 storage technology company.
Developing and testing embedded system drivers for a leading life sciences client.
HALT testing, pre-compliance testing and functional testing for a world leader in sensors and connectors for complex challenges in the harshest environments.

Change in Nature of Business

There were no changes in the Nature of Business of the Company during the year.

5. QUALITY

Amidst the rapidly changing technology landscape, together with evolving customer expectations, Mindteck’s Quality team initiated an organization-wide process transformation journey that encompasses enhancements to existing processes, the introduction of new lifecycle models, and leveraging the latest tools. This transformation, based on lean and agile concepts, reinforces our commitment to delivering high-quality products and services in order to consistently meet customer expectations, and comport with the latest International frameworks , including CMMI version 2.0. Progress on this front was appreciated by external auditors during the successful re-certification of ISO 9001:2015.

During 2018-19, Mindteck’s focus on domain-specific standards continued with the successful completion of surveillance audits for Medical Devices ISO 13495:2016. We also successfully completed the surveillance audits of ISO 27001:2013 related to Information Security. Repeat business and consistently high customer satisfaction levels remains a testament to our product and service quality. Our commitment toward ensuring customer satisfaction will continue with renewed vigour and unwavering focus in the year to come.

6. INFRASTRUCTURE

Mindteck has offices in the US, Canada, UK, Singapore, Malaysia, Philippines, Bahrain, Netherlands, Germany, Turkey, and India. There are also two development centers equipped with R&D laboratories in India (Bengaluru

and Kolkata). The infrastructure includes space for workstations, conference rooms, meeting rooms, labs, and a world-class communication system. This innovative ‘best shore delivery model’ has provided our customers with a mix of onsite, offshore, near-shore, offshore-onsite and other hybrid delivery options across geographies for faster and more efficient delivery of quality services.

7. SUBSIDIARIES

On March 31, 2019, Mindteck had seven wholly-owned subsidiaries: Mindteck, Inc. (US), Mindteck Middle East S.P.C. (Bahrain), Mindteck Software Malaysia SDN. BHD. (Malaysia), Mindteck Singapore Pte. Ltd. (Singapore), Mindteck (UK) Limited (UK), Chendle Holdings Limited (British Virgin Islands), and Hitech Parking Solutions Private Limited (India). Mindteck (UK) Limited has two subsidiaries: Mindteck Germany GmbH (Germany) and Mindteck Netherlands B.V. (Netherlands). Mindteck Singapore Pte. Ltd. has one subsidiary: Mindteck Solutions Philippines, Inc. (Philippines) and Mindteck, Inc. has one subsidiary: Mindteck Canada, Inc. (Canada).

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. 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 financial year, 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. The Company shall furnish a hard copy of the accounts of subsidiaries to any shareholder on demand and a soft copy of accounts is available on the Investors section of 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.

Mindteck 2018–19 Annual Report Board’s Report

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 in Annexure-2.

9. LITIGATION

No material litigation was outstanding as on March 31, 2019. The Company has one recovery suit filed in the year 2013 in connection with advance payment made for the proposed office premises, which was not occupied by the Company.

10. CHANGES TO SHARE CAPITAL

The Company has not issued any Equity Shares during the FY 2018-19. Hence there is no change in the Share Capital when compared to last year’s Share Capital. The issued, subscribed and paid up Equity Share Capital was Rs. 25,62,18,980 as on March 31, 2019.

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 year, the Company transferred Rs. 7,19,28,366 to its reserves.

14. DIRECTORS

As per Section 152 of the Companies Act, 2013, Mr. Meenaz Dhanani retires by rotation as 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. Mr. Jagdish Malkani, an Independent Director of the Company, was appointed for five (5) years effective from August 14, 2014 and his term ends on August 13, 2019. The Nomination and Remuneration Committee, and the Board, have recommended the candidature of Mr. Jagdish Malkani who fulfils the requisite criteria of an Independent Director for a second term of five (5) years effective from August 14, 2019, to the Members of the Company, in the ensuing Annual General Meeting for their approval.

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) and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sub-Section 6 and 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 organization makes great business sense. The Company maintains that appointments to the Board should be based on merit as well as complementing and expanding the skills, knowledge and experience of the Board as a whole.

Policy on Directors’ appointment and remuneration

Mindteck has an appropriate mix of Executive, NonExecutive 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; two are Non-Executive; and five are Independent Directors, including one woman Director. 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, 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 terms.

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 per Annexure-3 .

Constitution of Internal Compliance 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 26th Annual General Meeting held on August 11, 2017, Members of the Company appointed Statutory Auditor, S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004), Bengaluru for a period of five (5) years, who shall hold the

14 Mindteck 2018–19 Annual Report Board’s Report

office up to the conclusion of the 31st 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 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 2018-19 forms part of this Board’s Report as Annexure-4 .

19. INDEPENDENT DIRECTORS FAMILIARISATION

PROGRAMME

Mindteck has an established familiarisation programme for its Independent Directors. The business heads, Managing Director, 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 and Internal Auditors on a quarterly basis.

Cost Auditor

The maintenance of cost records as specified by the Central Government under Sub-Section (1) of 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. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is attached as Annexure-5 to the Board’s Report.

20. PARTICULARS 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-6 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.

17. SIGNIFICANT AND MATERIAL ORDERS

There were no significant and material orders passed by the 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.

Mindteck 2018–19 Annual Report Board’s Report

Top 10 employees of the Company based upon the remuneration drawn during the FY 2018-19

										Any such
										employee is a
										relative of any
										Director or
									Percentage	manager of
									of Equity	the
									shares held	Company
									by the	and if so,
		Remuneration				Date of			employee	name of such
Employee Name	Designation	Received (in Rs.)	Nature of Employment	Qualifcation	Experience (in years)	Commencement of Employment	Age	Last Employment	in the Company	Director or Manager
								Senior Advisor
Sanjeev Kathpalia	Managing Director and CEO	1,24,86,804	Contractual	B.Tech (IIT), MBA (IIM)	37	01-Mar-17	66	to the Prime Minister (Republic of	0.12%	NO
								Turkey)
Prashanth Idgunji	Chief Financial Offcer	79,11,101	Employee	C.A., CPA	32	28-Aug-17	54	Liquid Hub India Private Limited	NIL	NO
	Senior Vice							HCL
Arup Banerjee	President	53,71,475	Employee	B. Tech	30	08-Jul-11	53	Technologies	0.02%	NO
	- MS							Ltd
Surjit Lahiri	Vice President - Technology	51,92,308	Employee	B. Tech	27	29-Mar-05	49	Novellus India Pvt Ltd	0.03%	NO
Mahendra Balagangadharan(1)	Chief People Offcer	44,44,744	Employee	B.E. (CS), MPM (HR)	23	24-Oct-17	49	VFS Global Services Pvt. Ltd	NIL	NO
Shivarama Adiga S.	Vice President -Legal and Company Secretary	39,98,452	Employee	C.S, M.Com and LLB	41	18-Mar-13	60	Diligent Media Corporation Limited	0.03%	NO
								CGI Info
Girish Chandrasekhar Pachuveetil	Associate Vice President - Delivery	35,32,020	Employee	MS	24	09-Apr-15	51	Systems and Management Consultants Pvt.	NIL	NO
								Ltd.
	Regional
Ranjit Balakrishnan	Business Development	32,65,892	Employee	MBA	21	05-Jul-17	44	Sasken Technologies	NIL	NO
	Manager
Shreerama Muniyoor(2)	Senior Vice President - Delivery	31,96,283	Employee	MSc.	22	25-Jun-18	48	Mindtree Limited	NIL	NO
	Senior
Ayushman Ghosh	Technical Program	31,38,524	Employee	MSc.	27	01-Jul-99	50	PCL Mindware	0.01%	NO
	Manager

(1) Part of the Year-Resigned w.e.f. January 25, 2019.

(2) Part of the Year- Appointed w.e.f. June 25, 2018.

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

										Any such
										employee is a
										relative of any
										Director or
									Percentage	manager of
									of Equity	the
									shares held	Company
									by the	and if so,
		Remuneration Received	Nature of	Qualifcation	Experience	Date of Commencement		Last	employee in the	name of such Director or
Employee Name	Designation	(in Rs.)	Employment		(in years)	of Employment	Age	Employment	Company	Manager
								Senior Advisor
Sanjeev Kathpalia	Managing Director and CEO	1,24,86,804	Contractual	B.Tech (IIT), MBA (IIM)	37	01-Mar-17	67	to the Prime Minister (Republic of	0.12%	NO
								Turkey)
Anand Balakrishnan(1)	Chief Operating Offcer	26,23,154	Employee	CA	26	30-Jan-19	46	Wipro GE Healthcare Private Limited	NIL	NO

(1) Part of the Year- Appointed w.e.f. January 30, 2019.

16 Mindteck 2018–19 Annual Report Board’s Report

21. COMMITTEES 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 – Chairman ▪ The Committee oversees the Company’s financial Mr. Satish Menon– Member reporting process and disclosures of its financial information to ensure accuracy and reliability.
Mr. Guhan Subramaniam – Member ▪ The Company has adopted the Whistleblower Policy
Mr. Sanjeev Kathpalia – Member 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 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 Ms. Prochie Mukherji – Chairperson ▪ The Committee oversees and administers executive Remuneration Committee Mr. Jagdish Malkani – Member compensation, operating under a written charter adopted by the Board of Directors.
Mr. Guhan Subramaniam – Member ▪ The Committee has designed and continuously reviews
Mr. Subhash Bhushan Dhar –Member the compensation program for the Managing Director and senior executives to align both short and longterm compensation with business objectives, and to link compensation with the achievement of measurable performance goals.
▪ The Committee structures compensation to ensure that it is competitive in the global markets in which it operates in order to attract and retain the best talent. The Committee intends to have a combination of stock options and performance-based stocks to align senior employee compensation.
▪ The Nomination and Remuneration Committee has framed the Nomination and Remuneration policy. A copy of the policy is uploaded on the Company’s website (Weblink: https://www.mindteck.com/assets/ investor_pdf/Nomination_Remuneration_Policy.pdf).
Corporate Social Mr. Yusuf Lanewala – Chairman ▪ The Board has laid out the Company’s policy on Responsibility Committee Mr. Satish Menon – Member Corporate Social Responsibility (CSR), and the CSR Mr. Sanjeev Kathpalia – Member activities of the Company are carried out as per the instructions of the Committee.
▪ The Company allocates 2% of its average net profits of three years immediately preceding the financial year for CSR activities to various beneficiaries.
▪ Financial data pertaining to the Company’s CSR activities to various beneficiaries for the FY 2018-19 is attached under the prescribed format in Annexure -7 to the Board’s Report.
▪ The contents of the CSR policy are available on the Company’s website (Weblink: https://www.mindteck. com/assets/investor_pdf/CSR_Policy.pdf)

Mindteck 2018–19 Annual Report 17 Board’s Report

Name of the Committee	Composition of the Committee	Highlights of duties, responsibilities and activities
Stakeholders Relationship	Mr. Satish Menon – Chairman	▪The Committee reviews and ensures redressal of
Committee	Mr. Meenaz Dhanani – Member	investor grievances.
	Mr. Sanjeev Kathpalia – Member	▪The Committee notes all the grievances of the investors
		and takes suitable action accordingly.

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, minimize 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.

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

23. CORPORATE 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 of 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 Certificate on Corporate Governance pursuant to Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report in Annexure-8. The details of the Directors’ remuneration are disclosed in PARA VI of Annexure-5 of this Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is part of this Annual Report.

We Care is Mindteck’s brand experience framework which encompasses honoring our commitments and making a lasting difference throughout the organization, as well as externally to clients, partners and communities. The cornerstones of the framework are Knowledge, Opportunity, Advocacy, Inclusion, Goodwill and Respect.

Care is rooted in the ways we engage and enable, and fundamental to building and nurturing relationships, championing others and stewarding community causes. We Care Ambassadors represent our brand and, in concert with others in the Company, work to ensure a positive experience. This includes, but is not limited to, fostering a caring culture and business approach.

Our Corporate Social Responsibility (CSR) commitment is part of We Care. We believe that through our successes around the globe, we should give back in kind and deed. We do what we can to create shared value and steward our resources to create hopeful tomorrows for others.

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, 2019, 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. Judgment 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 at March 31, 2019 and of the profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for

Core pillars of our CSR endeavors are Global Education and Local Targeted Giving.

We believe in the empowerment of knowledge and how it helps to bring positive change and stability to society as a whole; we also know that giving to local organizations that embrace the interests and values of the communities we serve builds stronger communities and makes business sense.

In FY 2018-19, more than 2% of Mindteck’s previous three years’ average net profits were allocated towards the following India initiatives:

Gandhi Old Age Home: In November 2018, Mindteck donated a commercial washing machine to the Gandhi Old Age Home. The institution had long expressed the need for a large washing machine for its residents. The Home is funded exclusively with the help of private donations. Previously, as part of its CSR efforts in FY 2016-17, Mindteck donated an ambulance.

18 Mindteck 2018–19 Annual Report Board’s Report

Swami Vivekanand Shiksha Samiti: Mindteck funded the Pink Parking project for the City of Bhopal. The dedicated women-only parking spaces were inaugurated on Women’s Day at three different sites (New Market, Pragati, and 10 No. Market).

Mantra4Change: Once again this year, Mindteck contributed toward the ‘School Readiness Program’ for Early Childhood Education (ECE).

27. MINDTECK EMPLOYEES STOCK OPTION SCHEMES Mindteck believes in the policy of enabling Mindteckers to participate in the 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 three Employees Stock Option Schemes: Mindteck Employees Stock Option Scheme 2005, Mindteck Employees Stock Option Scheme 2008, and Mindteck Employees Stock Option Scheme 2014.

a. Mindteck Employees Stock Option Scheme 2005 During the year ended March 31, 2019, under this Scheme, the Company granted 24,000 options on May 29, 2018 at an exercise price of Rs. 55.15 per share to eligible employees. There has been no variation in the terms of ESOP Scheme during the year.

28. MINDTECK EMPLOYEES WELFARE TRUST

The Mindteck Employees Welfare Trust was set up in the year 2000 to implement the Company’s Share Incentive Scheme. As on March 31, 2019, the said Trust holds 4,16,000 shares of the Company and has not yet transferred any shares to the Company’s employees 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 SubSection (3)(m) of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are set out in Annexure-9 included in this Report.

30. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of cooperation 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 and look forward to their continued support.

b. Mindteck Employees Stock Option Scheme 2008
During the year ended March 31, 2019, under this Scheme, the Company granted 1,70,000 options on August 14, 2018 at an exercise price of Rs. 48.70 to eligible employees. 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, 2019, under this Scheme, the Company granted 1,00,000 options on February 26, 2019 at an exercise price of Rs. 34.70 to an eligible employee. There has been no variation in the terms of ESOP Scheme during the year.

for and on behalf of the Board of Directors

==> picture [74 x 32] intentionally omitted <==

==> picture [78 x 21] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Yusuf Lanewala Chairman (DIN: 01770426)

Bengaluru, India May 28, 2019

The Details of the Employees Stock Option Schemes, as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 are displayed on the website of the Company.

(Weblink: https://www.mindteck.com/assets/investor_ pdf/Disclosures-pursuant-to-SEBI-Regulations-2014. pdf).

Mindteck 2018–19 Annual Report Board’s Report

(Amount in Rs.)	Name of the Subsidiary Mindteck Germany GmbH Mindteck Software Malaysia SDN. BHD. Mindteck Middle East Ltd. S.P.C. Mindteck Netherlands B V Mindteck Singapore Pte. Ltd. Mindteck (UK) Limited Mindteck, Inc. Chendle Holdings Ltd. Mindteck Solutions Philippines, Inc. Mindteck Canada, Inc. Hitech Parking Solutions Private Limited	Sl. No. 1 2 3 4 5 6 7 8 9 10 11	Reporting Period 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19 01-04-18 to 31-03-19	Reporting Currency EUR MYR BHD EUR SGD GBP USD USD PHP CAD INR	Exchange Rate 77.650 16.941 183.340 77.650 51.051 90.155 69.167 69.167 1.314 51.760 1.000	Share Capital 19,41,250 42,35,250 91,67,000 13,97,700 6,69,02,336 8,73,06,823 56,76,19,141 3,45,83,500 1,25,27,908 1,10,82,777 10,00,000	Reserves & Surplus (3,74,13,932) 5,66,04,591 (1,44,44,625) (20,08,767) 3,13,27,025 (7,06,63,128) (4,20,17,863) - (1,11,29,240) (68,352) 41	Total Assets 3,05,20,923 11,21,98,193 2,27,47,177 2,30,698 13,97,73,350 4,90,89,307 73,22,11,891 3,45,83,500 14,29,057 3,11,15,938 10,00,041	Total Liabilities 6,59,93,604 5,13,58,353 2,80,24,802 8,41,765 4,15,43,989 3,24,45,612 20,66,10,613 - 30,389 2,01,01,514 -	Investments - - - - 14,56,337 - 1,10,81,314 3,45,83,500 - - -	Turnover 7,39,37,492 17,93,43,430 4,88,25,055 - 22,69,85,017 10,76,98,597 1,73,34,95,163 - - 7,15,74,597 -	Proft before taxation (2,05,94,606) 6,95,449 (19,21,877) - (70,73,402) (14,33,875) (11,31,17,395) - (25,67,388) 79,302 41	Provision for taxation - 10,44,448 - - 44,595 - 65,44,384 - - - -	Proft after taxation (2,05,94,606) (3,48,999) (19,21,877) - (71,17,997) (14,33,875) (10,65,73,011) - (25,67,388) 79,302 41	Proposed Dividend - - - - - - - - - - -	% of shareholding 100 100 100 100 100 100 100 100 99.99 100 99.99	for and on behalf of the Board of Directors Yusuf Lanewala Chairman (DIN: 01770426) Bengaluru, India May 28, 2019 Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Mindteck 2018–19 Annual Report Board’s Report

Annexure-2

PARTICULARS OF CONTRACTS/ARRANGEMENTS MADE WITH THE RELATED PARTIES (AOC 2)

{Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014}

This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with the related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at an arm’s length basis

There were no contracts or arrangements or transactions entered in to during the year ended March 31, 2019, which were not at an arm’s length basis.

Details of material contracts or arrangement or transactions at an arm’s length basis

The details of material contracts or arrangement or transactions at an arm’s length basis for the year ended March 31, 2019 are as follows:

are as follows:
						Amount in Rs.
				Salient terms of
				the contracts or
			Duration of the	arrangements	Date(s) of	Amount
		Nature of contracts/	contracts/	or transactions	approval by	paid as
Name(s) of the related	Nature of	arrangements/	arrangements/	including the	the Board, if	advances,
party	relationship	transactions	transactions	value, if any*	any	if any
(a)	(b)	(c)	(d)	(e)	(f)	(g)
Mindteck, Inc., US	Subsidiary	Buy & Sale of service/ Cross charge transactions	01-04-2008 - ongoing	40,30,85,458	NA	16,43,377
Mindteck Software Malaysia SDN. BHD., Malaysia	Subsidiary	Sale of service/Cross charge transactions	01-04-2009 - ongoing	1,35,30,081	NA	20,07,495
Mindteck Middle East Limited S.P.C., Kingdom of Bahrain	Subsidiary	Sale of service/Cross charge transactions	01-04-2009 - ongoing	19,12,544	NA	21,63,501
Mindteck (UK) Limited, United Kingdom	Subsidiary	Sale of service/Cross charge transactions	01-04-2008 - ongoing	14,95,17,532	NA	24,22,678
Mindteck Singapore Pte. Limited, Singapore	Subsidiary	Buy & Saleof service/ Cross charge transactions	01-04-2009 - ongoing	3,23,06,874	NA	95,275
Chendle Holdings Ltd, BVI	Subsidiary	NIL	NIL	NIL	NA	NIL
Hitech Parking Solutions Private Limited, India	Subsidiary	NIL	NIL	NIL	NA	NIL
Mindteck Netherlands BV, Netherlands	Step-Subsidiary	NIL	01-04-2008 - ongoing	NIL	NA	NIL
Mindteck Germany GmbH, Germany	Step-Subsidiary	Sale of service/Cross charge transactions	01-04-2008 - ongoing	1,54,49,172	NA	30,31,463
Mindteck Solutions Philippines, Inc., Philippines	Step-Subsidiary	NIL	NIL	NIL	NA	NIL
Mindteck Canada, Inc., Canada	Step-Subsidiary	NIL	NIL	NIL	NA	NIL

*Based on TP Agreements.

for and on behalf of the Board of Directors

==> picture [75 x 20] intentionally omitted <==

Yusuf Lanewala Chairman (DIN: 01770426)

==> picture [63 x 28] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Bengaluru, India May 28, 2019

Mindteck 2018–19 Annual Report Board’s Report

Annexure-3

WHISTLEBLOWER POLICY/VIGIL MECHANISM

As part of our Corporate Governance practices, the Company has adopted the Whistleblower policy that covers our Directors and employees.

The policy is provided herewith pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is also available on our website.

1. INTRODUCTION

Mindteck (hereinafter referred to as (“the Company”) is committed to the highest standards of transparency, professionalism, legal compliance, honesty, integrity, ethical behavior, corporate governance and accountability in conducting its business. The Company is committed to developing a culture where it is safe for all Directors and employees to raise concerns, grievances on various matters pertaining to any malpractice, fraud, violation of code of conduct, abuse of power or authority by any official and misconduct.

An important aspect of transparency and accountability is a mechanism to enable employees of the Company to voice their Protected Disclosures in a responsible and effective manner. It is a fundamental term of every contract of employment with the Company that an employee will faithfully serve his or her employer and not disclose confidential information about the employer’s business and affairs. Nevertheless, where a or an employee discovers information which he/she believes to be a serious malpractice, impropriety, abuse or wrongdoing within the organization, especially at the higher levels, then he/she should be able to disclose or report this information internally without fear of reprisal.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides for a mandatory requirement for all listed companies to establish a mechanism called ‘Whistleblower Policy’ for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

Accordingly, this Whistleblower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to approach various Committees of the Company.

In addition to the Listing Agreement, Section 177 (9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 mandates all listed Companies to constitute a vigil mechanism.

2. DEFINITIONS

The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined herein shall have the meaning assigned to them under the Code:

a. “Audit Committee” - means the Audit Committee constituted by the Board of Directors of the Company

in accordance with Section 177 of the Companies Act, 2013 and read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. “Alleged Wrongful Conduct” - wrongful conduct shall mean and includes, but is not limited to:
Corporate Governance
Related Party Transactions
Misappropriation of funds
Noncompliance to the law of the land or violation of law
Concealing legal mandatory disclosures
Breach of fiduciary responsibilities
Infringement of Company Code of Conduct
Breach of integrity and ethics policy
Prohibitive Insider Trading Code of the Company
Financial Irregularities
Infringement and misuse of Intellectual Property
Leak of Unpublished Price Sensitive Information in any manner
c. “Code” - means Company Code of Conduct.
d. “Company” - means “Mindteck (India) Limited”.
e. “Employee” - means every employee of the Company (whether working in India or abroad), permanent or temporary including the contracted employee and Directors of the Company whether in the employment of the Company or not.
f. “Person” - means any former or current employees, vendors, consultants and any other person(s) who is affiliated with the Company.
g. “Protected Disclosure” - means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
h. “Subject” - means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
i. “Whistleblower” - means any person making a Protected Disclosure under this Policy.

3. SCOPE OF THE POLICY

a. This policy covers all employees of Mindteck (India) Ltd and its subsidiaries.

22 Mindteck 2018–19 Annual Report Board’s Report

b. The Policy covers any ‘Alleged Wrongful Conduct’ and other malpractices which have taken place involving, but not limited to:
Any unlawful act, whether criminal or not.
Breach of any Policy or Manual or Code of conduct adopted by the Company.
Abuse (e.g. through physical, psychological or financial abuse, exploitation or neglect).
Fraud and corruption (e.g. to solicit or receive any gift/reward as a bribe).
Any instance of failure to comply with legal or statutory obligation either on behalf of the Company or in any personal capacity in the course of discharging duties of the Company.
Any kind of financial malpractice.
Abuse of power (e.g. bullying/harassment).
Negligence causing substantial and specific danger to public health and safety
Wastage/misappropriation of Company funds/ assets
Leak of Unpublished Price Sensitive Information in any manner
Any other unethical or improper conduct.
c. All employees of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or any other subsidiaries.
d. This policy has been introduced by the Company to enable Mindteck employees to raise their Protected Disclosures about any ‘Alleged Wrongful Conduct’, malpractice, impropriety, abuse or wrongdoing at any stage and in the right way, without fear of victimization, subsequent discrimination or disadvantage. However, employees are not to use this mechanism to question financial or business decisions taken by the Company Management or to reopen issues, which have already been addressed pursuant to disciplinary or other procedures of the Company.
e. The Whistleblower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.
f. Whistleblowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Committee Heads.

4. EFFECTIVE DATE OF POLICY

This revised policy will be effective from May 28, 2019.

5. COMPANY GUARANTEES UNDER THE POLICY Protection

a. The Company as a matter of policy condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted

against Whistleblowers. Complete protection shall be given to Whistleblowers against any unfair practice like retaliation, threat or intimidation of termination/ suspension of service, disciplinary action, transfer, demotion, refusal of promotion, including any direct or indirect use of authority to obstruct the Whistleblower’s right to continue to perform his duties/functions including making further Protected Disclosure.

b. The Company will take steps to minimize difficulties, which the Whistleblower may experience as a result of making the Protected Disclosure. Employees who acted in good faith, and raise genuine Protected Disclosures under this policy will not be at risk of losing their jobs or be subjected to any kind of harassment or pressure from the Management.

Protected Disclosures are not published.

The Company will take appropriate action to protect the identity of employees who raise Protected Disclosures in good faith, unless forced by circumstances to reveal, in which case the employees will be taken into confidence and his/her interests adequately protected.
Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistleblower.

Disqualifications

a. While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
b. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistleblower knowing it to be false or bogus or with a mala fide intention.
c. Whistleblowers, who make three or more Protected Disclosures which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistleblowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

6. PROCEDURE FOR DISCLOSURE, ENQUIRY AND DISCIPLINARY ACTION

How to disclose Protected Disclosures?

a. An employee intending to make any Protected Disclosure is required to disclose all relevant information at the earliest from the day on which he/ she knew of the Protected Disclosure.
b. Protected Disclosures should preferably be reported in writing, so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English or in the regional language of the place of employment of the Whistleblower.
c. The Protected Disclosure, if forwarded under a covering letter which shall bear the identity of the Whistleblower.

Mindteck 2018–19 Annual Report 23 Board’s Report

The Chairman of the Audit Committee shall detach the covering letter and discuss the Protected Disclosure with Members of the Committee.

d. The Whistleblower must disclose his/her identity in the covering letter forwarding such Protected Disclosure. Anonymous disclosures will not be entertained by the Audit Committee as it would not be possible to interview the Whistleblowers.
e. Protected Disclosures should be factual and not speculative or in the nature of a conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

To whom should Protected Disclosures be disclosed?

The Protected Disclosure should be disclosed through E-mail or fax, letter or any other method to the Chairman of Audit Committee as below:

Chairman of Audit Committee

Mindteck (India) Limited A.M.R. Tech Park, Block-1, 3rd Floor #664, 23/24, Hosur Main Road, Bommanahalli Bengaluru - 560068 Email: [email protected]

Investigation Process

a. All Protected Disclosures reported under this Policy will be thoroughly investigated by the Chairman of the Audit Committee of the Company, who will investigate/ oversee the investigations under the authorization of the Audit Committee. If any member of the Audit Committee has a conflict of interest in any given case, then he/she should recuse himself/herself and the other members of the Audit Committee should deal with the matter on hand.
b. The Chairman of the Audit Committee may discretionally, consider involving any investigators for the purpose of investigation.
c. The decision to conduct an investigation taken by the Chairman of the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistleblower that an improper or unethical act was committed.
d. The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
e. Subject will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
f. Subject shall co-operate with the Chairman of the Audit Committee or any of the Investigators during the investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
g. Subject has a right to consult with a person or persons of their choice, other than the Investigators and/or members of the Audit Committee and/or the Whistleblower. Subject shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.
h. Subject has shall not interfere with the investigation
i. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subject.
j. Unless there are compelling reasons not to do so, Subject will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.
k. Subject has a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.
l. The investigation shall be completed normally within 45 days of the receipt of the Protected Disclosure

Appeal against the decision of the Audit Committee

If the Complainant or the person complained against is not satisfied with the decision of the Audit Committee, then either of the Parties could prefer an appeal against this decision before the Company’s Board and the decision of the Board in the matter will be final and binding on all the parties in relation to the terms of employment. Appropriate appeal procedure may be formulated by the Board, ensuring principles of natural justice and the Subject shall have right of remedies under the law.

Untrue Allegations

If employees make allegations in good faith which are not confirmed by subsequent investigation, no action will be taken against the disclosing employees. In making disclosures, employees should exercise due care to ensure the accuracy of the information.

Maintaining confidentiality of the Protected Disclosure

The employees disclosing the Protected Disclosure, as well as any of the persons to whom the Protected Disclosure has been disclosed, or any of the persons who will be investigating or deciding on the investigation, as well as the members of the Audit Committee, shall not make public the Protected Disclosure disclosed except with the prior written permission of the Audit Committee. However, this restriction shall not be applicable if any employee is called upon to disclose this issue by any judicial process and in accordance with the laws of land.

Mindteck 2018–19 Annual Report Board’s Report

7. COMPLAINTS OF RETALIATION AS A RESULT OF DISCLOSURE

a. If an employee believes that he/she has been retaliated against in the form of any adverse action for disclosing a Protected Disclosure under this policy, he/she may file a written complaint to the Audit Committee seeking redress.

Amendment

However, no such amendment or modification will be binding on the persons unless the same is notified on the website of the Company.

b. For the purposes of this policy, an adverse action shall include a disciplinary suspension, a decision not to promote, a decision not to grant a salary increase, a termination, demotion, rejection during probation, a performance evaluation in which the employee’s performance is generally evaluated as unsatisfactory, a forced resignation or an unfavorable change in the general terms and conditions of employment.

for and on behalf of the Board of Directors

==> picture [78 x 20] intentionally omitted <==

Yusuf Lanewala Chairman (DIN: 01770426)

==> picture [73 x 34] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Bengaluru, India May 28, 2019

Mindteck 2018–19 Annual Report Board’s Report

Annexure-4

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH, 31, 2019

{Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014}

To, The Members, Mindteck (India) Limited A M R Tech Park, Block 1 3[rd ] Floor, No. 664, 23/24 Hosur Main Road Bommanahalli BANGALORE – 560068

I have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to good corporate practices by Mindteck (India) Limited (herein after referred to as “Company”) for the period from 1[st] April 2018 to 31[st] March 2019. Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31[st] March 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

c. The Securities and Exchange Board of India (Issue of Capital and Disclosures Requirements) Regulations, 2018;
d. Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
h. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018;
The Company has identified the following laws as applicable to them:
(i) Employees Provident Fund and Miscellaneous Provisions Act, 1952
(ii) Employees State Insurance Act, 1948
(iii) Environment Protection Act, 1986 and other applicable environmental laws
(iv) Indian Contract Act, 1872
(v) Income Tax Act, 1961 and other related laws
(vi) Payment of Bonus Act, 1965

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31[st] March 2019 according to the provisions of:

The Companies Act, 2013, (the Act) and the Rules made there under;
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
The Depositories Act, 1996 and the Regulations and Byelaws framed there under;
Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) as amended up to the date of audit:
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(vii) Payment of Gratuity Act, 1972 and such other applicable labour laws.
(viii) The Information Technology Act, 2000
(ix) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(x) The Central Goods and Service Tax Act, 2017, IGST and relevant State GST Acts.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws, Rules and Regulations to the Company. I have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India to the extent applicable as on the date of my audit
b. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has listed its securities with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the shares of the Company are traded at both the Stock Exchanges.

26 Mindteck 2018–19 Annual Report Board’s Report

During the period under the review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

(i) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
(ii) Adequate notice is given to all Directors to schedule the Board and other Committee meetings. Agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
(iii) Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.
(iv) There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
(v) During the audit period, the Company has no major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013, having major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.
(vi) During the audit period, there were no Public / Rights issue of shares / debentures / sweat equity by the Company.
(vii) During the period under review, the Company has NOT allotted any equity shares through various ESOP Schemes to its employees and Directors.
(viii) During the audit period, there were no instances of:
a) Redemption/Buy-back of securities
b) Merger/amalgamation/reconstruction etc.,
c) Foreign technical collaborations.

This report has to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

Annexure-A

To,

The Members,

Mindteck (India) Limited A M R Tech Park, Block 1

3[rd] Floor, No. 664, 23/24 Hosur Main Road

Bommanahalli

BANGALORE – 560068.

Our report of even date is to be read along with this letter.

a. Maintenance of Secretarial record is the responsibility of the Management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.
b. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
c. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
d. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on test basis.
e. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.
f. We further report that, based on the information provided by the Company its officers, authorised representatives during the conduct of the audit, in our opinion adequate systems and process and control mechanism exist in the Company to monitor compliance with applicable general laws like Labour laws & Environment laws and Data protection policy.
g. We further report that the Compliance by the Company of applicable financial laws like Direct and Indirect tax laws, the correctness and appropriateness of financial records and Books of Accounts of the Company have not been reviewed in this audit since the same has been subject to review by the statutory financial audit and other designated professionals.

For S KANNAN AND ASSOCIATES

==> picture [70 x 38] intentionally omitted <==

S Kannan Company Secretary FCS No. 6261/C P No.: 13016

Place: Bangalore Date: 18[th] May 2019

==> picture [70 x 38] intentionally omitted <==

S Kannan Company Secretary FCS No. 6261/C P No.: 13016

Place: Bangalore Date: 18[th] May 2019

Mindteck 2018–19 Annual Report Board’s Report

Annexure-5

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended March 31, 2019

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1	CIN	L30007KA1991PLC039702
2	Registration Date	25-07-1991
3	Name of the Company	Mindteck (India) Limited
4	Category/Sub-categoryof the Company	Indian Non-Government Company
5	Address of the Registered offce and contact details	A.M.R. Tech Park, Block 1, 3rdFloor, #664, 23/24
		Hosur Main Road, Bommanahalli, Bengaluru - 560068
		Contact Name: Shivarama Adiga S.
		Designation: Vice President, Legal and Company Secretary
		Tel: 080-4154 8013
6	Whether listed Company	Yes
7	Name, Address and contact details of the Registrar &	Universal Capital Securities Private Limited
	Transfer Agent, if any	21/25, Shakil Niwas, Mahakali Caves Road, Opp Satya
		Saibaba Temple, Andheri (East), Mumbai - 400 093
		Contact Person: Santosh Gamare Tel: 022-2820 7203-05

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(All the business activities contributing 10% or more of the total turnover of the Company shall be stated)

		NIC Code of the Product/	% to total turnover
Sl. No.	Name and Description of mainproducts/services	service	of the Company
1	IT and IT Enabled Services	62-620	100

Mindteck 2018–19 Annual Report Board’s Report

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

			Holding/	% of
Sl.			Subsidiary/	shares	Applicable
No.	Name and address of the Company	CIN/GLN	Associate	held	Section
1	Embtech Holdings Ltd.
	4th Floor, IBL House, Caudan Port Louis	OC98004605	Holding	64.13	2(46)
	Republic of Mauritius
2	Mindteck, Inc.
	150 Corporate Centre Drive, Suite 200	0100683427	Subsidiary	100	2(87)
	CampHill, PA 17011, US
3	Mindteck Middle East Ltd S.P.C.
	#44, 3rd Floor, Suhail Centre
	Building 81 Road 1702	49063-1	Subsidiary	100	2(87)
	Block 317, Diplomatic Area, PO Box-10795
	Manama, Kingdom of Bahrain
4	Mindteck Software Malaysia SDN. BHD.
	Galleria@Cyberjaya, Unit 16-5 Jalan Tecknokrat 6, Cyber 5, 63000 Cyberjaya	718964-U	Subsidiary	100	2(87)
	Selangor, Darul Ehsan, Malaysia
5	Mindteck Singapore Pte. Ltd.
	7B keppel Road, #05-09 PSA Tanjong Pagar Complex	199904845D	Subsidiary	100	2(87)
	Singapore-089055
6	Mindteck (UK) Ltd.
	4 Imperial Place, Maxwell Road Borehamwood Hertfordshire	3051828	Subsidiary	100	2(87)
	WD6 1JN, United Kingdom
7	Chendle Holdings Ltd.
	Mill Mall Suite 6, Wickhams Cay PO Box 308	494087	Subsidiary	100	2(87)
	Road Town, Tortola, British Virgin Islands
8	Hitech Parking Solutions Private Limited
	A.M.R. Tech park, Block 1, 3rdFloor
	#664, 23/24, Hosur Main Road	U72900KA2018PTC111136	Subsidiary	99.99	2(87)
	Bommanahalli
	Bengaluru 560068, India
9	Mindteck Germany GmbH Herriotstrasse-1, 60528 Frankfurt am Main, Germany	HRB 82178	Step- Subsidiary	100	2(87)
10	Mindteck Netherlands B.V.
	Schipholweg 103, 2316 XC Leiden Netherlands	27313198	Step- Subsidiary	100	2(87)
11	Mindteck Solutions Philippines, Inc.
	U802 BSA Twin Towers, Bank Drive Ortigas Center, Mandaluyong 1550 Metro	CS201604851	Step- Subsidiary	99.99	2(87)
	Manila, Philippines
12	Mindteck Canada, Inc.
	2-215 Traders Boulevard E. Mississauga Ontario L4Z 3K5	1057627-1	Step- Subsidiary	100	2(87)

Note: Company holds 100% shareholding in Mindteck, Inc., US along with Chendle Holdings Limited.

Mindteck 2018–19 Annual Report Board’s Report

IV. SHAREHOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Shareholding

(i) Category-wise Shareholding
Category of Shareholders No. of Shares held at the beginning of theyear[As on 31-March-2018] Demat Physical Total % of Total Shares A. Promoters (1) Indian a) Individual/HUF - - - 0.00% b) Central Govt - - - 0.00% c) State Govt(s) - - - 0.00% d) Bodies Corp. - - - 0.00% e Banks/FI - - - 0.00% f) Anyother - - - 0.00% Sub-total (A)(1) - - - 0.00%	No. of Shares held at the end of theyear[As on 31-March-2019] Demat Physical Total % of Total Shares - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00%	% Change during the year
		0.00%
		0.00%
		0.00%
		0.00%
		0.00%
		0.00%
		0.00%
(2) Foreign a) NRI Individuals - - - 0.00% b) Other Individuals - - - 0.00% c) Bodies Corp. 1,64,31,604 - 1,64,31,604 64.73% d) Anyother - - - 0.00% Sub-total (A)(2) 1,64,31,604 - 16,431,604 64.73%	- - - 0.00% - - - 0.00% 1,64,31,604 - 1,64,31,604 64.13% - - - 0.00% 1,64,31,604 - 1,64,31,604 64.13%	0.00%
		0.00%
		0.00%
		0.00%
		0.00%
TOTAL (A) 1,64,31,604 - 1,64,31,604 64.73%	1,64,31,604 - 1,64,31,604 64.13%	0.00%
B. Public (1) Institutions a) Mutual Funds - - - 0.00% b) Banks/FI 16,787 25 16,812 0.07% c) Central Govt - - - 0.00% d) State Govt(s) - - - 0.00% e) Venture Capital Funds - - - 0.00% f) Insurance - - - 0.00% g) FIIs - - - 0.00% h) Foreign Venture Capital Funds - - - 0.00% i) Others (specify) - - - 0.00% Sub-total (B)(1) 16,787 25 16,812 0.07% (2) Non-Institutions a) Bodies Corp. i) Indian 2,97,229 1,262 2,98,491 1.16% ii) Overseas - - - 0.00% b) Individuals i)Individual shareholders holding nominal share capital upto Rs. 1 lakh 24,33,621 1,35,836 25,69,457 10.03% ii)Individual shareholders holding nominal share capital in excess of Rs 1 lakh 9,88,857 - 9,88,857 3.86% c) Others (specify) Non-Resident Indians 4,38,641 17,000 4,55,641 1.78% Overseas Corporate Bodies - - - 0.00% Foreign Nationals 5,30,987 16,000 5,46,987 2.13% ClearingMembers 1,65,438 - 1,65,438 0.65% Trusts 12,23,148 - 12,23,148 4.77% Foreign Bodies 24,77,732 64,299 25,42,031 9.92% LLP\PartnershipFirm - - - 0.00% NBFC Registered with RBI - - - 0.00% HUF 2,76,168 - 2,76,168 1.08% Directors and Relatives 1,07,264 - 1,07,264 0.42% Sub-total (B)(2) 89,39,085 2,34,397 91,73,482 35.80%	- - - 0.00% - 25 25 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - - - 0.00% - 25 25 0.00% 2,75,712 1,262 2,76,974 1.08% - - - 0.00% 24,90,223 1,26,722 26,16,945 10.21% 11,27,544 - 11,27,544 4.40% 4,39,854 17,000 4,56,854 1.78% - - - 0.00% 5,45,987 1,000 5,46,987 2.13% 97,721 - 97,721 0.38% 12,23,148 - 12,23,148 4.77% 24,77,732 64,299 25,42,031 9.92% 488 - 488 0.00% 608 - 608 0.00% 2,63,764 - 2,63,764 1.03% 37,205 - 37,205 0.15% 89,79,986 2,10,283 91,90,269 35.87%
		0.00%
		(0.07%)
		0.00%
		0.00%
		0.00%
		0.00%
		0.00%
		0.00%
		0.00%
		(0.07%)
		(0.08%)
		0.00%
		0.18%
		0.54%
		0.00%
		0.00%
		0.00%
		(0.27%)
		0.00%
		0.00%
		0.00%
		0.00%
		(0.05%)
		(0.27%)
		0.07%
Total Public (B) 89,55,872 2,34,422 91,90,294 35.87%	89,79,986 2,10,308 91,90,294 35.87%	0.00%
C. Shares held by Custodian for GDRs & ADRs - - - 0.00%	- - - 0.00%	0.00%
Grand Total (A+B+C) 2,53,87,476 2,34,422 2,56,21,898 100.00%	2,54,11,590 2,10,308 2,56,21,898 100%	0.00%

Mindteck 2018–19 Annual Report Board’s Report

(ii) Shareholding of Promoter

Sl. No. Shareholder’s Name	Shareholding at the beginning of the year	Shareholding at the end of the year % change in shareholding during the year No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total Shares
	No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total Shares
1 EMBTECH HOLDINGS LIMITED	1,64,31,604 64.13% NIL	1,64,31,604 64.13% NIL 0.00%

(iii) Change in Promoters’ Shareholding

(iii) Change in Promoters’ Shareholding
Sl. No. Particulars Date Reason 1 At the beginning of the year Changes duringtheyear At the end of theyear	Shareholding at the beginning of theyear No. of Shares % of total Shares 1,64,31,604 64.13% - 0.00% 1,64,31,604 64.13%	Cumulative Shareholding during theyear
		No. of Shares % of total Shares
		1,64,31,604 64.13%
		- 0.00%
		1,64,31,604 64.13%

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. No. For each of the Top 10 shareholders Date Reason 1 Name: FIRST ASIAN INVESTMENTS SA At the beginningof theyear Changes duringtheyear At the end of theyear 2 Name: RAVI PRASAD THANTRY At the beginningof theyear Changes duringtheyear At the end of theyear 3 Name: BANCO EFISA S.A. At the beginningof theyear Changes duringtheyear At the end of theyear 4 Name: ABDOOL MAGID K At the beginningof theyear Changes duringtheyear At the end of theyear 5 Name: MINDTECK EMPLOYEES WELFARE TRUST At the beginningof theyear Changes duringtheyear At the end of theyear 6 Name: TADHAMON INTERNATIONAL ISLAMIC BANK At the beginningof theyear Changes duringtheyear At the end of theyear 7 Name: MAHESH THARANI At the beginningof theyear Changes duringtheyear At the end of theyear	Shareholding at the beginning of theyear No. of Shares % of total Shares 13,90,569 5.43% - 0.00% 13,90,569 5.43% 8,07,148 3.15% - 0.00% 8,07,148 3.15% 8,01,467 3.13% - 0.00% 8,01,467 3.13% 4,27,744 1.67% - 0.00% 4,27,744 1.67% 4,16,000 1.62% - 0.00% 4,16,000 1.62% 2,85,696 1.12% - 0.00% 2,85,696 1.12% 2,00,971 0.78% - 0.00% 2,00,971 0.78%	Cumulative Shareholding during theyear
		No. of Shares % of total Shares

		13,90,569 5.43%
		- 0.00%
		13,90,569 5.43%

		8,07,148 3.15%
		- 0.00%
		8,07,148 3.15%

		8,01,467 3.13%
		- 0.00%
		8,01,467 3.13%

		4,27,744 1.67%
		- 0.00%
		4,27,744 1.67%

		4,16,000 1.62%
		- 0.00%
		4,16,000 1.62%

		2,85,696 1.12%
		- 0.00%
		2,85,696 1.12%

		2,00,971 0.78%
		- 0.00%
		2,00,971 0.78%

Mindteck 2018–19 Annual Report Board’s Report

8 Name: JM FINANCIALS SERVICES LIMITED At the beginningof theyear Changes duringtheyear 31-12-2018 Sale Changes duringtheyear 04-01-2019 Sale Changes duringtheyear 11-01-2019 Purchase Changes duringtheyear 18-01-2019 Purchase Changes duringtheyear 25-01-2019 Sale Changes duringtheyear 01-02-2019 Sale Changes duringtheyear 08-02-2019 Purchase Changes duringtheyear 15-02-2019 Sale Changes duringtheyear 08-03-2019 Purchase Changes duringtheyear 15-03-2019 Purchase At the end of theyear	1,04,412 0.41% (82,166) (0.32%) (1) 0.00% 21,541 0.08% 3,000 0.01% (1,408) 0.00% (2,500) (0.01%) 88,575 0.35% (3,000) (0.01%) 4,609 0.02% 1,716 0.01% 1,34,778 0.53%
		1,04,412 0.41%
		22,246 0.09%
		22,245 0.09%
		43,786 0.17%
		46,786 0.18%
		45,378 0.18%
		42,878 0.17%
		1,31,453 0.51%
		1,28,453 0.50%
		1,33,062 0.52%
		1,34,778 0.53%
		1,34,778 0.53%
9 Name: BASSAM MAHMOUD K JABR At the beginningof theyear Changes duringtheyear At the end of theyear 10 Name: GOPAL DHALUMAL At the beginningof theyear Changes duringtheyear At the end of theyear (v) Shareholding of Directors and Key Managerial Personnel	82,583 0.32% - 0.00% 82,583 0.32% 77,159 0.30% - 0.00% 77,159 0.30%
		82,583 0.32%
		- 0.00%
		82,583 0.32%

		77,159 0.30%
		- 0.00%
		77,159 0.30%

Sl. No. Shareholding of each Director and each Key Managerial Personnel Date Reason 1 Name: YUSUF LANEWALA At the beginningof theyear Changes duringtheyear 13-04-2018 Sale Changes duringtheyear 16-04-2018 Sale Changes duringtheyear 18-04-2018 Sale Changes duringtheyear 26-04-2018 Sale Changes duringtheyear 27-04-2018 Sale Changes duringtheyear 30-04-2018 Sale At the end of theyear 2 Name: SANJEEV KATHPALIA At the beginningof theyear Changes duringtheyear 02-04-2018 Purchase Changes duringtheyear 03-04-2018 Purchase Changes duringtheyear 04-04-2018 Purchase Changes duringtheyear 05-04-2018 Purchase Changes duringtheyear 06-04-2018 Purchase At the end of theyear 3 Name: MEENAZ DHANANI At the beginningof theyear Changes duringtheyear At the end of theyear 4 Name: JAGDISH MALKANI At the beginningof theyear Changes duringtheyear At the end of theyear	Shareholding at the beginning of theyear No. of Shares % of total Shares 1,07,264 0.42% (30,000) (0.12%) (3,591) (0.01%) (15,000) (0.06%) (5,330) (0.02%) (19,670) (0.08%) (3,968) (0.01%) 29,705 0.12% - 0.00% 2,500 0.01% 1,000 0.00% 1,500 0.00% 1,500 0.00% 1,000 0.00% 7,500 0.03% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00%	Cumulative Shareholding during theyear
		No. of Shares % of total Shares

		1,07,264 0.42%
		77,264 0.30%
		73,673 0.29%
		58,673 0.23%
		53,343 0.21%
		33,673 0.13%
		29,705 0.12%
		29,705 0.12%

		- 0.00%
		2,500 0.01%
		3,500 0.01%
		5,000 0.02%
		6,500 0.02%
		7,500 0.03%
		7,500 0.03%

		- 0.00%
		- 0.00%
		- 0.00%

		- 0.00%
		- 0.00%
		- 0.00%

Mindteck 2018–19 Annual Report Board’s Report

5 Name: PROCHIE MUKHERJI At the beginningof theyear Changes duringtheyear At the end of theyear 6 Name: GUHAN SUBRAMANIAM At the beginningof theyear Changes duringtheyear At the end of theyear 7 Name: SATISH MENON At the beginningof theyear Changes duringtheyear At the end of theyear 8 Name: SUBHASH BHUSHAN DHAR At the beginningof theyear Changes duringtheyear At the end of theyear 9 Name: PRASHANTH IDGUNJI At the beginningof theyear Changes duringtheyear At the end of theyear 10 Name: SHIVARAMA ADIGA S. At the beginningof theyear Changes duringtheyear 18-04-2018 Sale Changes duringtheyear 20-04-2018 Sale Changes duringtheyear 11-05-2018 Sale At the end of theyear	- 0.00% - 0.00% 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% 13,200 0.05% (235) 0.00% (750) 0.00% (4,000) (0.02%) 8,215 0.03%
		- 0.00%
		- 0.00%
		- 0.00%

		0.00%
		- 0.00%
		- 0.00%

		0.00%
		- 0.00%
		- 0.00%

		- 0.00%
		- 0.00%
		- 0.00%

		- 0.00%
		- 0.00%
		- 0.00%

		13,200 0.05%
		12,965 0.05%
		12,215 0.05%
		8,215 0.03%
		8,215 0.03%

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

				Amount in Rs.
	Secured Loans
Particulars	excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the fnancialyear
i) Principal Amount	NIL	NIL	NIL	NIL
ii) Interest due but notpaid	NIL	NIL	NIL	NIL
iii) Interest accrued but not due	NIL	NIL	NIL	NIL
Total (i+ii+iii)	-	-	-	-
Change in Indebtedness during the fnancialyear
- Addition	NIL	NIL	NIL	NIL
- Reduction	NIL	NIL	NIL	NIL
Net Change	-	-	-	-
Indebtedness at the end of the
fnancialyear
i) Principal Amount	NIL	NIL	NIL	NIL
ii) Interest due but notpaid	NIL	NIL	NIL	NIL
iii) Interest accrued but not due	NIL	NIL	NIL	NIL
Total (i+ii+iii)	-	-	-	-

Mindteck 2018–19 Annual Report Board’s Report

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No.	Particulars of Remuneration Name of MD/WTD/Manager Total Amount (Rs.)
	Name Sanjeev Kathpalia
	Designation Managing Director and CEO
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 1,24,86,804 1,24,86,804
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 - -
	(c) Profts in lieu of salary under section 17(3) of the Income- tax Act, 1961 - -
2	Stock Option 5,00,000 5,00,000
3	Sweat Equity - -
4	Commission
	- as % ofproft - -
	- others, specify - -
5	Others,please specify - -
	Total (A) 1,24,86,804 1,24,86,804
	Ceilingasper the Act 57,62,257 57,62,257

B. Remuneration to other Directors:

Sl. No.	Particulars of Remuneration	Name of Directors Total Amount (Rs) Yusuf Lanewala Meenaz Dhanani Jagdish Malkani Prochie Mukherji Guhan Subramaniam Satish Menon Subhash Bhushan Dhar
1	Independent Directors
	Fee for attending board committee meetings	- - 4,00,000 3,00,000 2,00,000 4,00,000 3,00,000 16,00,000
	Commission	- - - - - - - -
	Others,please specify	- - - - - -
	Total (1)	- - 4,00,000 3,00,000 2,00,000 4,00,000 3,00,000 16,00,000
2	Other Non-Executive Directors
	Fee for attending board committee meetings	4,00,000 - - - - - 4,00,000
	Commission	- - - - - - -
	Others (for Professional Services)	- - - - - - -
	Total (2)	4,00,000 - - - - - - 4,00,000
	Total (B)=(1+2)	4,00,000 - 4,00,000 3,00,000 2,00,000 4,00,000 3,00,000 20,00,000
	Total Managerial Remuneration	- - - - - - - 1,44,86,804
	Overall Ceiling as per the Act	- - - - - - - 69,14,708

34 Mindteck 2018–19 Annual Report Board’s Report

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sl. No.	Particulars of Remuneration Name of Key Managerial Personnel Total Amount (Rs)
	Name Sanjeev Kathpalia Prashanth Idgunji Shivarama Adiga S.
	Designation CEO* CFO CS
1	Gross salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 - 79,11,101 39,98,452 1,19,09,553
	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 - - - -
	(c) Profts in lieu of salary under section 17(3) of the Income- tax Act, 1961 - - - -
2	Stock Option - 1,00,000 5,600 1,05,600
3	Sweat Equity - - - -
4	Commission
	- as % ofproft - - - -
	- others, specify - - - -
5	Others,please specify - - - -
	Total - 79,11,101 39,98,452 1,19,09,553

The remuneration paid to Mr. Sanjeev Kathpalia for the position held by him as Managing Director and CEO is furnished under table VI A above

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

			Details of Penalty
			/Punishment/
	Section of the		Compounding	Authority [RD/	Appeal made,
Type	Companies Act Brief Description		fees imposed	NCLT/ COURT]	if any
A. COMPANY
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
B. DIRECTORS
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL
C. OTHER OFFICERS IN DEFAULT
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment	NIL	NIL	NIL	NIL	NIL
Compounding	NIL	NIL	NIL	NIL	NIL

for and on behalf of the Board of Directors

==> picture [78 x 21] intentionally omitted <==

Yusuf Lanewala Chairman (DIN: 01770426)

==> picture [73 x 34] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Bengaluru, India May 28, 2019

Mindteck 2018–19 Annual Report Board’s Report

Annexure-6

DETAILS OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;

remuneration of the employees of the Company for the fnancial year; (ii) The percentage increase in remuneration of each Director, Chief Financial Offcer, Chief Executive Offcer, Company Secretary or Manager, if any, in the fnancial year; (iii) The percentage increase in the median remuneration of employees in the fnancial year; (iv) The number of permanent employees on the rolls of Company; (v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last fnancial year and its comparison with the percentile increase in the managerial remuneration and justifcation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; (vi) Affrmation that the remuneration is as per the remuneration policy of the Company.	Name of the Director Ratio to the Median
	Yusuf Lanewala 0.89
	Sanjeev Kathpalia 28.07
	Meenaz Dhanani NIL
	Guhan Subramaniam 0.44
	Jagdish Malkani 0.89
	Prochie Mukherji 0.67
	Satish Menon 0.89
	Subhash Bhushan Dhar 0.67
	Name of the Director & KMP % increase
	Yusuf Lanewala NIL
	Sanjeev Kathpalia NIL
	Meenaz Dhanani NIL
	Guhan Subramaniam NIL
	Jagdish Malkani NIL
	Prochie Mukherji NIL
	Satish Menon NIL
	Subhash Bhushan Dhar NIL
	Prashanth Idgunji, CFO 5.5%
	Shivarama Adiga S., CS 7%
	NIL
	The total number of Mindteck permanent employees as on March 31, 2019 was 687.
	Average percentage increase was 7% for all the employees and for managerial personnel in the FY 2018-19. Remuneration increase is based on merit performance of individual employees and market benchmark data.
	Yes – the remuneration is as per the Nomination and Remuneration policy of the Company.

for and on behalf of the Board of Directors

==> picture [78 x 21] intentionally omitted <==

Yusuf Lanewala

Chairman (DIN: 01770426)

==> picture [73 x 34] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Bengaluru, India May 28, 2019

Mindteck 2018–19 Annual Report Board’s Report

Annexure-7

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

{Pursuant to Section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules, 2014}

1 A brief outline of the Company’s CSR Policy, including an overview of projects or programs proposed to be undertaken and a reference to the Weblink to the CSR Policy and projects or programs.

Company laid down its focus on the following CSR activities in line with the statute governing CSR and for the benefit of the public:

Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, differently abled and livelihood enhancement projects.
Eradicating hunger, poverty and malnutrition, promoting health care, including preventive health care and sanitation including contribution to the Swachh Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water.
Any other CSR activities as per the Companies Act, 2013 and approved by the Board from time to time.

(Weblink: https://www.mindteck.com/assets/investor_ pdf/CSR_Policy.pdf)

2 Composition of CSR Committee
3 Average net profit of the Company for last three financial years
4 Prescribed CSR expenditure (2% of the average net profit as computed above)
5 Details of CSR expenditure during the financial year: Total amount to be spent for the financial year: Amount spent: Rs. 17,80,375 Amount unspent: NIL

Yusuf Lanewala – Chairman (Committee Chairman) Sanjeev Kathpalia– Managing Director and CEO (Member) Satish Menon– Independent Director (Member)

Rs. 8,65,92,966

Rs. 17,31,859

Gandhi Old Age Home: Purchase of commercial washing and drying machine for elderly people.
▪ Mantra Social Services: ‘School Readiness Program’ in Early Childhood Education
▪ Swami Vivekanand Shiksha Samiti: Women Empowerment projects

Mindteck 2018–19 Annual Report Board’s Report

			Projects or
			Programs		Amount Spent on
			(i) Local Area		the projects or
			or other.		programs
					Subheads:
SL.	CSR Project or	Subjects in which the project is	(ii) Specify the state and District where projects or Programs was	Amount outlay (budget) project or program	(i) Direct expenditure on projects or programs	Cumulative Expenditure up-to the reporting	Amount Spent: Direct or through implementation
No	Activities Identifed	covered	undertaken	wise (Rs. )	(ii) Overheads	period (Rs. )	agency.
1	Gandhi Old Age	Purchase of	Bengaluru,	4,20,375	Direct Expenditure	4,20,375	Through
	Home	Commercial	Karnataka		on project		Gandhi Old
		Washing and					Age Home
		Drying Machine
		for elderly people
2	Mantra Social	‘School Readiness	Bengaluru,	8,50,000	Direct Expenditure	8,50,000	Through
	Services	Program’ in Early	Karnataka		on project		Mantra Social
		Childhood					Services
		Education
3	Swami	Women	Bhopal,	5,10,000	Direct Expenditure	5,10,000	Through
	Vivekanand	Empowerment	Madhya		on project		Swami
	Shiksha Samiti	projects	Pradesh				Vivekanand
							Shiksha Samiti

The CSR implementation and monitoring of CSR policy is in compliance with CSR objectives and policy of the Company.

for and on behalf of the Board of Directors

==> picture [78 x 21] intentionally omitted <==

Yusuf Lanewala

Chairman of the CSR Committee (DIN: 01770426)

==> picture [73 x 34] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Bengaluru, India May 28, 2019

Mindteck 2018–19 Annual Report Board’s Report

Annexure-8

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

To, The Members, Mindteck (India) Limited A M R Tech Park, Block 1 3rd Floor, No. 664, 23/24 Hosur Main Road Bommanahalli BANGALORE – 560068

CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

Corporate Identity No: L30007KA1991PLC039702 Nominal Capital: Rs. 33,00,00,000.00

I, S Kannan, Company Secretary, have examined all the relevant records of Mindteck (India) Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the period from 1[st] April, 2018 to 31[st] March, 2019.

Further, I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of certification. The compliance of conditions of Corporate Governance is the responsibility of the Management. My examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance.

This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company. In my opinion and to the best of my information and according to the explanations and information furnished to me, I certify that the Company has complied with all the mandatory conditions of Corporate Governance as applicable under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

For S KANNAN AND ASSOCIATES

==> picture [70 x 38] intentionally omitted <==

Place: Bangalore Date: 18[th] May, 2019

S KANNAN Company Secretary FCS No. 6261/C P No.: 13016 Firm No.: S2017KR473100

Mindteck 2018–19 Annual Report 39 Board’s Report

Annexure-9

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTFLOW

1. CONSERVATION OF ENERGY

As previously mentioned, the Company has been conscious of its carbon footprint and has been working to effectively reduce the same in every manner possible. Various initiatives have been taken by the Company to ensure that consumption of energy is at minimal levels in our operations.

Mindteck has been vigilant in its power saving initiatives and has been effectively working to reduce its power conservation across all premises. The steps taken are as follows:

Conservation of Energy:

(i) Mindteck has deployed an LED-based smart lighting system at the Bengaluru location which is helping in curtailing lighting energy consumption.
(ii) Mindteck has deployed bio-urinal mats for reduction in water and energy consumption in the toilets.
(iii) Steps taken by the Company for utilizing alternate source of energy:
Monitors are turned off by employees before leaving for the day. Desktops and laptops hibernate when not in use for more than ten minutes.
Only 50% of the lifts are kept operational in the various office premises of Mindteck during holidays and weekends.
The staff ensures that lights are switched off when employees are not in the office.
The office premises is planned to allow effective use of sunlight and thus reduce the need of switching on the lights during the day.
Air conditioners are switched off in the evenings and during the weekends.
Air conditioner runtime has also been minimised by altering the exhaust system.
Within the premises, diesel generator sets are used only in case of extreme necessity, and these are well maintained to increase efficiency, resulting in less wastage of fuel.
The water pipes have been resized to reduce water consumption.

Waste Management:

Mindteck ensures the least possible level of waste accumulation through effective disposal and recycling of the Company’s waste. The steps taken are:

The Company operates on a ‘paper-free office’ policy and storage is encouraged in digital format, rather than on paper.
All paper waste and shredded paper is sent to a recycling agent, including all cartons, boxes, and packing materials.
Separate dustbins are used to segregate bio-degradable and non-biodegradable waste to effectively process this disposal mechanism.
Food waste is processed by organic manure manufacturers.
STP is set up in the premises to ensure the usage of treated water for common area cleaning and gardening.
All e-waste is disposed and recycled through e-waste recycling agencies.
TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT

Technology Absorption :

(i) The efforts made towards technology absorption:
Mindteck has developed technologies on its own in the areas of IoT and Smart Cities and has not absorbed any technologies from external sources.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
Development of homegrown technologies in IoT and Smart City space has helped in reducing the solution costs, delivery timelines and helped in import substitution.
(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not Applicable
FOREIGN EXCHANGE EARNINGS AND OUTGO
(i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services, and export plans.

Through off-shore leverage, Mindteck is seeking to increase exports and develop new markets through subsidiaries.

(ii) Total Foreign Exchange used and earned in Rupees:

			Amount in Rs.
	Particulars Earnings	Year ended March 31, 2019 64,56,19,884	Year ended March 31, 2018 55,90,86,941
	Expenditure	1,57,33,547	29,94,524

for and on behalf of the Board of Directors

==> picture [78 x 21] intentionally omitted <==

Yusuf Lanewala Chairman (DIN: 01770426)

==> picture [73 x 34] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO (DIN: 05257060)

Bengaluru, India May 28, 2019

40 Mindteck 2018–19 Annual Report Corporate Governance Report

Corporate Governance Report

The Corporate Governance framework for Mindteck (India) Limited (‘Mindteck’ or ‘the Company’) is a reflection of its culture, policies, relationship with stakeholders and commitment to values. Accordingly, Mindteck always seeks to ensure that its performance is driven by integrity in order to retain the trust of its stakeholders.

The Securities and Exchange Board of India (SEBI) implemented SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred as SEBI (LODR)] effective from December 01, 2015, as amended from time to time, to implement comprehensive Corporate Governance norms for listed companies. These norms provide stringent disclosures for the protection of investor rights, including equitable treatment for minority and foreign shareholders. SEBI (LODR) is aligned with the provisions of the Companies Act, 2013, as amended from time to time, and is aimed to encourage companies to adopt best Corporate Governance practices.

Accordingly, the Company complies with Corporate Governance as per SEBI (LODR) and a report containing the details of the Corporate Governance and processes at Mindteck is as under:

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company’s philosophy on Corporate Governance envisages attainment of the highest levels of transparency, accountability and equity in all facets of its operations and in all its transactions with its stakeholders, including its employees, customers, shareholders, suppliers, partners, supporting agencies, Government, and society at large.

The Management aims to achieve its objective of increasing stakeholders’ value while consistently observing the norms laid down in the Code of Corporate Governance. The Management has institutionalized Corporate Governance at all levels within the Company in order to ensure transparency, good practices, accountability, and a systems-driven style of functioning.

The overall responsibility for guiding Corporate Governance within the Company rests with the Board of Directors (‘the Board’), which has put in place appropriate policies, guidelines and processes. The day-to-day implementation and monitoring of these policies, guidelines and processes rest with the Management of the Company and are in consonance with the requirements of the Companies Act, 2013, as amended from time to time, and applicable SEBI Regulations, including SEBI (LODR). Keeping in view the Company’s size, complexity, global operations and corporate traditions, Mindteck has adopted the following main principles and philosophies:

(i) Constitution of the Board of the Company and Committees of Directors of appropriate composition, size and expertise.
(ii) Complete transparency in the operations of the Company.
(iii) Maintaining prescribed levels of disclosure and complete openness in communication.
(iv) Independent verification and safeguarding integrity of the Company’s financial reporting.
(v) A sound system of risk management and internal control.
(vi) Timely and balanced disclosure of all material information concerning the Company to its stakeholders.
(vii) A system to ensure compliance with applicable laws in countries where the Company operates.
(viii) Maintenance of high standards of safety and health.
(ix) Adherence to good governance practices in spirit and not just in letter.

2. THE GOVERNANCE STRUCTURE AT MINDTECK

==> picture [200 x 109] intentionally omitted <==

----- Start of picture text -----

Board
Board Of Delegation of Authority Committees
Directors and
Reporting day-to-day affairs Management
Accountablity
Appointment of
Board Members
Managing
day-to-day affairs
Good Governance
----- End of picture text -----

The governance mechanism adopted at Mindteck:

(i) The Board is appointed by the shareholders and is vested with the responsibility of conducting the affairs of the Company with the objective of maximizing the returns to all stakeholders.
(ii) The Board is responsible for the overall vision, strategy and good Corporate Governance. The Board and Committees ensure accountability and transparency in the affairs of the Company to the Stakeholders by directing and controlling the management activities.
(iii) The Managing Director and CEO along with Senior Management, are responsible for setting up business targets and day-to-day management of the Company in line with the objectives and principles set by the Board.

A. GOVERNANCE BY THE BOARD OF DIRECTORS Composition:

The Board is at the core of the Corporate Governance practice and oversees how the Management serves and protects the long-term interests of all stakeholders of the Company. The Company’s Board has an optimum combination of Executive, Non-Executive and Independent Directors, including a woman Director, with considerable experience in their respective fields to maintain the independence of the Board and to separate the functions

Mindteck 2018–19 Annual Report Corporate Governance Report

of the Board from the Management of the Company. There is a clear demarcation in the roles and responsibilities of the Chairman, Managing Director and CEO and the Board. The Board of Directors of the Company has the requisite core skills, expertise and competencies, as identified by them, for the nature of business and industry for its effective functioning, with expertise in Information Technology, Finance, Marketing, Legal, Corporate Governance, Management, Human Resources, as well as knowledge of global market conditions.

As at March 31, 2019 the Company had eight Directors, of which five Directors were Independent, as defined in the Companies Act, 2013 and SEBI (LODR). The Chairman of the Company, a Non-Executive Director, conducts all

the Board Meetings and Shareholders’ Meetings. The Managing Director and CEO manages the day-to-day affairs of the Company. The Board periodically evaluates the need for change in its composition and size. None of the Directors of the Company are related inter se.

No Directors of the Company held directorships for more than the statutory limit as prescribed under the Companies Act, 2013 and SEBI (LODR), and none of the Directors on the Board are Members of more than ten Committees or Chairman of more than five Committees across all companies in which they are Directors. None of the Directors of the Company held directorships in any other listed companies.

Table 01: The names and categories of Directors on the Board, their directorship and shareholding:

Name of the Director Designation and Category Age Equity Shareholding (as on March 31, 2019)	No. of Directorship No. of Committees***
	Public Private Chairman Member
Mr. Yusuf Lanewala Non-Executive Chairman 65 29,705 shares	- 2 - -
Mr. Sanjeev Kathpalia Managing Director and CEO 66 7,500 shares	- 5 - -
Mr. Meenaz Dhanani Non-Executive Director 62 NIL	- - - -
Mr. Javed Gaya(1) Independent Director 63 NIL	- 1 - -
Mr. Jagdish Malkani Independent Director 63 NIL	- 4 - -
Ms. Prochie Sanat Mukherji Independent Director 70 NIL	- - - -
Mr. Guhan Subramaniam Independent Director 65 NIL	- 1 - -
Mr. Satish Menon(2) Independent Director 61 NIL	- - - -
Mr. Subhash Bhushan Dhar(3) Independent Director 53 NIL	- 2 - -

Excluding Directorship in Mindteck (India) Limited and Foreign Companies.

**Only membership in Audit Committee and Stakeholders Relationship Committee is taken into consideration.

(1) Mr. Javed Gaya resigned as an Independent Director w.e.f. April 03, 2018 due to personal reasons and the Company has obtained a confirmation from him that there was no other material reason for his resignation.

(2) Mr. Satish Menon was appointed as an Independent Director w.e.f May 14, 2018 and the same was approved by the Shareholders at the Annual General Meeting of 2018.

(3) Mr. Subhash Bhushan Dhar was appointed as an Independent Director w.e.f May 29, 2018 and the same was approved by the Shareholders at the Annual General Meeting of 2018.

Broad Definition of Independent Directors:

The Company has defined the independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR). Accordingly, an Independent Director means a person who is not an officer or employee of the Company or its subsidiaries, or any other individual having a material pecuniary relationship or transactions with the Company which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a Director. All the Independent Directors have furnished to the Company a declaration at the time of their appointment that they qualify the test of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (LODR), and annually certify their independence. The process of selection of Independent Directors is rigorous, transparent, objective and is aligned with the needs of the Company. None of the Independent Directors have any pecuniary relationship or

transactions with the Company, or served on the Board of the Company for more than ten years. In the opinion of the Board, all Independent Directors are independent of the Management and fulfill the conditions specified in SEBI (LODR).

Pursuant to Regulation 25(3) of SEBI (LODR), the Independent Directors of the Company met once in the FY 2018-19.

Independent Directors Familiarisation Programme:

Mindteck has a well-established familiarisation programme for its Independent Directors. The Managing Director and CEO, Business Heads, and the Company Secretary make presentations on business models, nature of industry and its dynamism, and the roles, responsibilities and liabilities of Independent Directors. Furthermore, business, statutory law and industry updates are made available to Independent Directors, especially to the Audit Committee Members, on an ongoing basis by internal teams, and by

42 Mindteck 2018–19 Annual Report Corporate Governance Report

Statutory and Internal Auditors on a quarterly basis. (Weblink: https://www.mindteck.com/assets/investor_ pdf/IDFP050515.pdf ).

information required under Schedule II Part A of SEBI (LODR), the Board is also kept informed of major events/ items and approvals taken wherever necessary.

Board Meetings:

The Board meets once in a quarter and additionally as and when required. The calendar of the Board meetings is decided in consultation with the Board and the schedule of meetings is communicated to all Directors in advance to enable them to plan their effective participation during the Board meetings. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. In addition to the

The Board met four times in the FY 2018-19: May 29, 2018, August 14, 2018, November 14, 2018 and February 14, 2019.

Sitting Fees:

The Company paid a sitting fee of Rs. 1,00,000 per meeting to its Non-Executive Directors, including Independent Directors, for attending the Board meetings and no fee was paid for attending the Committee meetings.

Table 02: Directors’ attendance and sitting fee paid details:

Name of the Director	No. of Board Meetings during FY 2018-19 Whether attended last AGM held on September 28, 2018 Sitting fees for Board and Committee meetings (in Rs.) Held Attended
Mr. Yusuf Lanewala	4 4 Yes 400,000
Mr. Sanjeev Kathpalia	4 4 Yes NIL
Mr. Meenaz Dhanani	4 3 No NIL
Mr. Jagdish Malkani	4 4 No 400,000
Ms. Prochie Sanat Mukherji	4 3 Yes 300,000
Mr. Guhan Subramaniam	4 2 Yes 200,000
Mr. Satish Menon	4 4 Yes 400,000
Mr. Subhash Bhushan Dhar	4 3 No 300,000

Non-Executive/Independent Directors’ remuneration:

The remuneration paid to Non-Executive/Independent Directors is fixed by the Board of Directors and is within the limits prescribed under the Companies Act, 2013. The remuneration paid to Non-Executive/Independent Directors of the Company pertaining to FY 2018-19 is attached to the Board’s Report as Annexure-5 . The Company also reimburses the out-of-pocket expenses incurred by the Directors for attending the meetings.

Mr. Meenaz Dhanani, a Non-Executive Director of the Company, was not paid any remuneration by the Company but a remuneration of USD 191,268 per annum was paid by the Company’s wholly-owned subsidiary, Mindteck Inc., US.

None of the Non-Executive/Independent Directors held shares or any convertible instruments in the Company, except Mr. Yusuf Lanewala, Chairman, held 29,705 Equity shares as on March 31, 2019. Mr. Yusuf Lanewala holds 1,00,000 stock options issued at Rs. 90.75 per share on August 10, 2016 and Mr. Meenaz Dhanani, Non-Executive Director holds 1,00,000 stock options issued at Rs. 90.75 per share on August 10, 2016. Both grants of stock options were not issued at discount and shall vest one-third on the completion of every year from the date of grant. The said stock options can be exercisable for a maximum period of 60 months from the date of vesting.

The criteria for making payments to Non-Executive/ Independent Directors is as per the Nomination and Remuneration Policy adopted by the Company which is displayed on the website of the Company. (Weblink: https://www.mindteck.com/assets/investor_ pdf/Nomination_Remuneration_Policy.pdf )

Remuneration to Managing Director and CEO:

The Company has executed a formal service contract with Mr. Sanjeev Kathpalia, Managing Director and CEO, with a notice period of 90 days. The criteria for making payment to the Managing Director and CEO is as per the Nomination and Remuneration Policy adopted by the Company which is displayed on the website of the Company. (Weblink: https://www.mindteck.com/assets/investor_ pdf/Nomination_Remuneration_Policy.pdf )

The detailed remuneration of Mr. Sanjeev Kathpalia, Managing Director and CEO, is as under:

Gross Salary: Fixed Salary: Rs. 1,25,00,000/- p.a.

Variable Salary: Rs. 55,00,000/- p.a.

Stock Options: 5,00,000

Mr. Kathpalia was granted 2,50,000 stock options at Rs. 78.10 per share on March 30, 2017 and 2,50,000 stock options at Rs. 81.30 per share on April 10, 2017 under the Mindteck Employees Stock Option Scheme 2014 and was not issued at discount. Both grants of stock options shall vest one-third on the completion of every year from the date of grant. The said stock options can be exercisable for a maximum period of 60 months from the date of vesting. Mr. Kathpalia held 7,500 Equity shares of the Company as on March 31, 2019.

Proceedings of Board Meetings:

The agenda items for the Board meetings are decided in advance in consultation with heads of various functions, the Chairman, and the Managing Director and CEO. Every Board Member can suggest additional items for inclusion in the agenda. Functional heads, who can provide additional insights into the items discussed in the Board Meetings,

Mindteck 2018–19 Annual Report 43 Corporate Governance Report

are also invited for the discussion. A report on the action items is placed before the Board at its succeeding meeting.

Information and updates to Board of Directors:

The following information and updates were made available to the Board of Directors as under:

Annual operating plans, budgets, and any updates.
Capital budgets and any updates.
Quarterly results of the Company and its operating divisions or business segments.
Minutes of meetings of the Audit Committee and other Committees of the Board of Directors.
Information on recruitment and remuneration of senior officers just below the level of Board of Directors, including the appointment or removal of the Chief Financial Officer and the Company Secretary.
Show cause, demand, prosecution notices and penalty notices that are materially important.
Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company.
Any issue involving possible public or product liability claims of substantial nature, including any judgment or order which may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that may have negative implications on the Company.
Details of any joint venture or collaboration agreement.
Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
Significant labour problems and their proposed solutions. Any significant development on the Human Resources/Industrial Relations front such as signing of wage agreements, implementation of Voluntary Retirement Scheme, etc.
Sale of investments, subsidiaries, assets which are material in nature and not in the normal course of business.
Quarterly details of foreign exchange exposures and the steps taken by Management to limit the risks of adverse exchange rate movement, if material.
Non-compliance of any regulatory, statutory or listing requirements and shareholders service, such as nonpayment of dividend, delay in share transfer, etc.

All the information to be provided to the Board as per Part A of Schedule II of SEBI (LODR) has been made available to the Board. The Company’s Board reviews and takes on record the statutory compliance reports submitted by the Company’s Management on a quarterly basis. In case of business exigencies, resolutions of the Board are passed by circulation. In addition to the above, the Company has complied all Corporate Governance requirements specified in Regulation 17 to 27 and Regulation 46(2)(b) to (i) of SEBI (LODR).

Recording minutes of proceedings at Board and Committee Meetings:

The Company Secretary records the minutes of the proceedings of each Board and Committee meeting. Draft minutes are circulated to all the Members of the Board/Committees for their comments. The minutes are entered in the Minutes book and signed as per Secretarial Standard-1.

Post-meeting follow up mechanism:

The important decisions taken at the Board/Committee meetings are communicated promptly to the concerned departments/divisions and Stock Exchanges wherever and whenever necessary to comply with SEBI (LODR). An Action Taken Report on the decisions/minutes of the previous meeting(s) is placed at the following meeting of the Board/Committee for noting and taking on record. Thus, an effective post-meeting follow up, review and reporting of the decisions taken at the Board/Committee meetings is ensured.

B. GOVERNANCE BY COMMITTEES OF THE BOARD OF DIRECTORS

The Company has the following Committees of the Board of Directors:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Corporate Social Responsibility Committee

(i) Audit Committee

The Company’s Board has constituted an Audit Committee pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR).

(a) Composition and Meetings of the Committee:

Meeting: The Audit Committee Meeting was conducted four times during the year on May 29, 2018, August 14, 2018, November 14, 2018 and February 14, 2019. The approved minutes of the meetings were placed before the Board at the succeeding Board Meeting for information.

Table 03: Composition and attendance details of Audit Committee meetings held during the year:

Audit Committee meetings	held during the year:
Members	No. of meetings
	Held Attended
Mr. Jagdish Malkani, Chairman	4 4
Mr. Guhan Subramaniam	4 2
Mr. Sanjeev Kathpalia	4 3
Mr. Satish Menon	4 4
Mr. Yusuf Lanewala(1)	4 1
(1) Mr. Yusuf Lanewala ceased to be a	Member w.e.f. May 29, 2018.

Mr. Shivarama Adiga S., Company Secretary, acted as Secretary for all the Audit Committee meetings held in FY 2018-19.

44 Mindteck 2018–19 Annual Report Corporate Governance Report

(b) Powers:

Powers of the Audit Committee include:

(i) To investigate any activity within its terms of reference.
(ii) To seek information from any employee.
(iii) To obtain outside legal or other professional advice, if considered necessary.
(iv) To secure attendance of outsiders with relevant expertise, if considered necessary.

(c) Role and Responsibilities:

(i) To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
(ii) To recommend appointment, remuneration and terms of appointment of auditors of the Company.
(iii) To approve payment to Statutory Auditor for any other services rendered by them.
(iv) To review, with the Management, the annual financial statements and the auditor’s report thereon before submission to the Board for approval, with particular reference to:
matters required to be included in the Director‘s Responsibility Statement to be included in the Board‘s Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
changes, if any, in accounting policies and practices and reasons for the same;
major accounting entries involving estimates based on the exercise of judgment by Management;
significant adjustments made in the financial statements arising out of audit findings;
compliance with listing and other legal requirements relating to financial statements;
disclosure of any Related Party Transactions;
modified opinion(s) in the draft audit report.
(v) To review, with the Management, the quarterly financial statements before submission to the Board for approval.
(vi) To review, with the Management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice, and the report submitted by the monitoring agency that monitors the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
(vii) To review and monitor the auditor’s independence, performance, and effectiveness of audit process.
(viii) To approve or subsequently modify transactions of the Company with related parties.
(ix) To scrutinize inter-corporate loans and investments.
(x) To carry out valuation of undertakings or assets of the Company, wherever it is necessary.
(xi) To evaluate internal financial controls and risk management systems.
(xii) To review with the Management, performance of statutory and internal auditors, adequacy of internal control systems.
(xiii) To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
(xiv) To discuss with internal auditor, any significant findings and follow up thereon.
(xv) To review the findings of any internal investigations by the internal auditor into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature, and report the matter to the Board.
(xvi) To discuss with Statutory Auditor before the audit commences, the nature and scope of audit, as well as post-audit discussion to ascertain any area of concern.
(xvii) To look into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
(xviii) To review the functioning of the whistleblower mechanism.
(xix) To approve the appointment of the Chief Financial Officer after assessing the qualifications, experience and background, etc., of the candidate.
(xx) To carry out any other function as is mentioned in the terms of reference of the Audit Committee.
(xxi) To review the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/investments.
(xxii) The Audit Committee mandatorily reviews the following information:
Management Discussion and Analysis of financial condition, and results of operations;
Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by Management;

Mindteck 2018–19 Annual Report 45 Corporate Governance Report

Management letters/letters of internal control weaknesses issued by the Statutory Auditor;
Internal Audit reports relating to internal control weaknesses;
The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.
Statement of deviations:
a. Quarterly statement of deviation(s), including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1) of SEBI (LODR).
b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of SEBI (LODR).

(ii) Nomination and Remuneration Committee

(a) Composition and Meetings of the Committee:

Meeting: The Nomination and Remuneration Committee held three meetings during the year: May 29, 2018, August 14, 2018 and November 14, 2018.

Table 04: Composition and attendance details of Nomination and Remuneration Committee meetings held during the year:

Members	No. of meetings
	Held Attended
Ms. Prochie Sanat Mukherji, Chairperson	3 2
Mr. Guhan Subramaniam	3 2
Mr. Jagdish Malkani	3 3
Mr. Subhash Bhushan Dhar	3 2
Mr. Yusuf Lanewala(1)	3 1

(1) Mr. Yusuf Lanewala ceased to be a Member on May 29, 2018.

(b) Roles and Responsibilities:

The terms of reference of the Nomination and Remuneration Committee include the following:

(i) To decide on all matters relating to the Company’s stock option/share purchase schemes including the grant of options/ shares to the Directors and employees of the Company and/or its subsidiaries.
(ii) To determine and make suitable recommendations to the Board in all matters relating to qualification, appointment, evaluation and remuneration of the Independent Directors, Executive Directors, Non-Executive Directors and Key Managerial Personnel of the Company under the Companies Act, 2013 and SEBI (LODR).
(iii) To establish and administer employee compensation and benefit plans.
(iv) To decide and make suitable recommendations to the Board on any other

matter that the Board may entrust to the Committee with or as may be required by any statutes/regulations/guidelines, etc.

(v) To formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors.
(vi) To devise a policy on diversity of the Board of Directors.
(vii) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria that is laid down, and recommend to the Board of Directors their appointment and removal.
(viii) To decide whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors.
(ix) To recommend to the Board, all remuneration whatever form, payable to Senior Management.

(c) The Nomination and Remuneration policy is

displayed on the Company’s website. (Weblink: https://www.mindteck.com/assets/ investor_pdf/Nomination_Remuneration_Policy.pdf)

(d) Performance Evaluation criteria for Board of Directors

The Board, along with the Nomination and Remuneration Committee, laid down the evaluation criteria for the Board, including evaluation of the performance of the Board as a whole, Individual Directors (including Independent Directors and Chairperson), and various Committees of the Board, in line with the Companies Act, 2013 and the Guidance Note on Board Evaluation issued by SEBI. The Members of the Board evaluate the performance of all Board Members through peer evaluation. Further, each and every Board member evaluates the effectiveness of the Board dynamics and relationships, the Company’s performance strategy, and effectiveness of the Board and its Committees. Questionnaires were devised to gather information from the Board of Directors, which were later consolidated to summarize and provide effective feedback to all Individual Directors, Chairperson and Committees of the Board, as well as the Board as a whole.

Independent Directors are evaluated with some key performance indicators such as:

Ability to adopt international best practices to address risk and challenges.
Ability to monitor Corporate Governance practices.
Commitment to fulfill the obligations and responsibilities.
Active participation in the boardroom discussion and long-term strategic planning.

46 Mindteck 2018–19 Annual Report Corporate Governance Report

(iii) Stakeholders Relationship Committee

( a) Composition and Meetings of the Committee:

Meeting: During the year, the Committee did not meet.

Table 05: Composition of Stakeholders

Relationship Committee Meetings held during the year:

Members

Mr. Satish Menon, Chairman

Mr. Meenaz Dhanani

Mr. Sanjeev Kathpalia

Mr. Shivarama Adiga S., VP, Legal and Company Secretary, acts as the Chief Compliance Officer.

(b) Roles and Responsibilities:

The role of the Committee shall include the following:

(i) To resolve the grievances of the Shareholders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
(ii) To review measures taken for effective exercise of voting rights by shareholders.
(iii) To review the adherence of service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.
(iv) To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensure timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

Table 06: Report of Investor complaints received and resolved during year ended March 31, 2019:

	No. of cases	No. of cases	No. of cases	No. of cases
	outstanding	added	resolved	outstanding
	as on April	during	during	as on March
	01, 2018	the year	the year	31, 2019
No. of
Investor	NIL	1	NIL	1
Issues
No. of Legal Cases	NIL	NIL	NIL	NIL

Note: The investor complaint received during the FY 2018-19 was resolved subsequently on April 23, 2019. There were no cases which were not resolved to the satisfaction of the shareholders.

(iv) Corporate Social Responsibility Committee

(a) Composition and Meetings of the Committee:

Meeting: During the year, the Committee met on August 14, 2018.

Table 07: Composition and attendance details of Corporate Social Responsibility Committee Meetings held during the year:

Members	No. of meetings
	Held Attended
Mr. Yusuf Lanewala, Chairman	1 1
Mr. Satish Menon	1 1
Mr. Sanjeev Kathpalia	1 1

(b) Objective:

To formulate and manage CSR activities as approved by the Board of Directors from time to time and to comply with all the statutory requirements under the Companies Act, 2013.

(c) Terms of reference of the Corporate Social Responsibility Committee:

(i) To formulate and recommend to the Board, a Corporate Social Responsibility Policy that shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013.
(ii) To recommend appropriate targeted CSR funding to the Board.
(iii) To monitor the Corporate Social Responsibility Policy of the Company from time to time.
(iv) To formulate a transparent monitoring mechanism for implementation of CSR projects/programs/activities.
(v) To monitor the implementation of CSR activities on a quarterly basis.
(vi) To approve such projects/programs/activities as approved by the Central Government.

C. GOVERNANCE BY MANAGEMENT

Related Party Transactions:

During FY 2018-19, there were no materially significant Related Party Transactions entered into by the Company with the Directors or Management or their relatives that may have a potential conflict with the interest of the Company at large. The details of the transactions with subsidiaries at an arm’s length basis are separately shown in the Annexure to the Board’s Report and Note 39 of Notes to Accounts of the Standalone Financial Statements as at March 31, 2019. The Company’s Related Party Transactions Policy is displayed on its website.

(Weblink: https://www.mindteck.com/assets/investor_ pdf/RPT_Policy.pdf)

Details of non-compliance by the Company, penalties, and strictures imposed on the Company by Stock Exchanges or Securities and Exchange Board of India (‘SEBI’) or any statutory authority, on any matter related to capital markets, during the last three years:

No penalties have been imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to capital market during the last three years.

Mindteck 2018–19 Annual Report 47 Corporate Governance Report

Certificate on Corporate Governance:

As required under Point 10(i) of Schedule V of SEBI (LODR), the Certificate is obtained from a Practicing Company Secretary and is also annexed to the Board’s Report as Annexure-8.

Certificate on Qualification of Directors:

As required under Point 10(i) of Schedule V of SEBI (LODR), a Certificate is obtained from a Practicing Company Secretary that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such Authority and is annexed to this Corporate Governance Report.

CEO and CFO Certificate:

The Certificate signed by the Managing Director and CEO, and Chief Financial Officer as per SEBI (LODR) in the prescribed format also forms part of this Annual Report.

Code of Business Conduct and Ethics:

In compliance with the Companies Act, 2013 and SEBI (LODR), the Company has adopted a Code of Business Conduct and Ethics for all employees, and Directors of the Company, and its subsidiaries. All Members of the Board and Senior Management personnel have affirmed compliance with the Company’s Code of Business Conduct and Ethics. A copy of the said Code of Business Conduct and Ethics is available on the Company’s website.

Compliance with laws:

The Company believes in commitment to values and compliance of laws which are the hallmarks of good Corporate Governance. Legal Compliance Management in the Company transcends to compliances as a yardstick to measure and manage business risks to maximize shareholder value. The Board periodically reviews the status of compliance and the Company continuously aims to be compliant of all applicable laws at all times.

Management Discussion and Analysis:

A Management Discussion and Analysis Report is included in the Annual Report.

Subsidiaries:

The Company has no Indian-listed subsidiary. Hitech Parking Solutions Private Limited is an unlisted wholly-owned Indian subsidiary of the Company which was incorporated on March 14, 2018. The statement pertaining to all Subsidiaries of the Company forms part of the Board’s Report as Annexure-1.

Material Subsidiaries:

The Company has formulated a Policy on Material Subsidiaries and has established the necessary mechanism under Regulation 16(1)(c) of SEBI (LODR). For the purpose of this Regulation, a subsidiary shall be considered as material if its income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the Company and its subsidiaries in the immediately preceding accounting year.

Compliance with mandatory and non-mandatory requirements of SEBI (LODR):

The Company has disclosed all the mandatory requirements under SEBI (LODR) and the status of adoption of non-mandatory requirements is as under:

Company has moved towards a regime of financial statements with an Unmodified Audit Report.
Internal Auditor directly reports to Audit Committee.
Separate posts of Chairperson and Chief Executive Officer.

Policies and Best Practices:

The Company has formulated various policies and procedures in accordance with the requirements of the Companies Act, 2013, SEBI (LODR) and other applicable SEBI Regulations to maintain transparency, professionalism and accountability in the organisation.

Code of Practices and Procedures for Fair Disclosure:

Pursuant to Regulation 8 of Chapter IV of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code for timely, appropriate and adequate disclosure of unpublished price sensitive information.

Code of Conduct for Prohibition of Insider Trading:

Pursuant to Regulation 9 of Chapter IV of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated the “Mindteck Code of Conduct to Regulate, Monitor and Report Trading by Insiders” from using unpublished price sensitive information to their advantage. The Company Secretary of the Company is the Compliance Officer for the purpose of this Code of Conduct and maintains a record of the Designated Persons. No Insider of the Company has violated this Code and no unpublished price sensitive information has been communicated or used by them.

Whistleblower Policy:

The Company has adopted a Whistleblower Policy and has established the necessary vigil mechanism in line with the Companies Act, 2013 and SEBI (LODR), for persons to report concerns, alleged wrongful conduct, including unethical behavior, financial irregularities, misuse or leak of unpublished price sensitive information, sexual harassment, infringement and misuse of Intellectual Property. It also provides protection against victimization of persons, who avail this mechanism and also allows them direct access to the Chairman of the Audit Committee. No employees have been denied access to the Chairman of the Audit Committee. The policy is displayed on the website of the Company. (Weblink: https://www.mindteck.com/pdf/ policies/Whistle_Blower_Policy.pdf)

Policy for Determining Material Information:

The Company has adopted a Policy for Determining Material Information as per SEBI (LODR). This policy applies with respect to the disclosure of Material Events/Information occurring/arising within the Company and its subsidiaries. This policy is displayed on the website of the Company. (Weblink: https://www.mindteck.com/assets/investor_ pdf/Policy-for-Determining-Material-Information.pdf)

(Weblink: https://www.mindteck.com/pdf/policies/ Material_Subsidiaries_Policy.pdf ).

Mindteck 2018–19 Annual Report Corporate Governance Report

Document Retention and Archival Policy:

The Company has adopted a Document Retention and Archival Policy as per SEBI (LODR). This Policy, deals with the retention and archival of all important corporate records of the Company. All employees are mandated to fully comply with this policy. This policy is displayed on the website of the Company. (Weblink: https://www.mindteck.com/pdf/ policies/Document-Retention-and-Archival-Policy.pdf)

Statutory Auditor’s Fees:

The total fees paid by the Company to the Statutory Auditor and all its entities in the network firms/entities of the Statutory Auditor, for all the services provided to the Company and its subsidiaries, on a consolidated basis is as under:

Table 08: Details of total fees paid to Statutory Auditor and its network firms/entities during FY 2018-19:

			Amount in Rs.
		Out-of-pocket
Description	Amount	Expenses	Total
Payment to S.R. Batliboi & Associates LLP
Audit Fees	34,50,000	4,48,437	38,98,437
Tax Audit	3,00,000	31,506	3,31,506
Certifcation and Annual Performance Report	4,00,000	16,661	4,16,661
US GAAP audit	7,00,000	10,304	7,10,304
Total (A)	48,50,000	5,06,908	53,56,908
Payment to Ernst & Young LLP
TP and Tax fling	6,25,000	7,944	6,32,944
Total (B)	6,25,000	7,944	6,32,944
TOTAL (A+B)	54,75,000	5,14,852	59,89,852

Internal Auditor:

The Audit Committee of the Company or the Board shall, in consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the internal audit. Accordingly, the Internal Auditor shall act upon and shall produce the audit report for each Quarter before the Audit Committee.

Sexual Harassment Complaints:

The disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, is as under:

Table 09: Report of Sexual Harassment Complaints received and disposed of during year ended March 31, 2019:

2019:
	Outstanding	Received	Resolved	Outstanding
	as on April	during	during	as on March
	01, 2018	the year	the year	31, 2019
No. of	NIL	NIL	NIL	NIL
Complaints

SOFTWARE DEVELOPMENT CENTERS:

Bengaluru, India:

A.M.R. Tech Park, Block-1, 3rd Floor #664, 23/24, Hosur Main Road Bommanahalli, Bengaluru-560068

Kolkata, India:

Millennium Towers

Unit: T-29C, Tower II, Level IX, Plot No. 62, Block DN Sector V, Salt Lake, Kolkata-700 091

INVESTOR CONTACTS:

Registered Office Address for correspondence: Mindteck (India) Limited

A.M.R. Tech Park, Block-1, 3rd Floor #664, 23/24, Hosur Main Road Bommanahalli, Bengaluru-560068. Tel: 91 80 4154 8000 Fax: 91 80 4112 5813

For additional information on the Company, please refer to its website: www.mindteck.com

For queries relating to financial statements:

Mr. Prashanth Idgunji

Chief Financial Officer Tel: 91 80 4154 8000, Ext. 8113 E-mail: [email protected]

For queries relating to shares/dividend/compliance: Mr. Shivarama Adiga S.

Vice President, Legal and Company Secretary Tel: 91 80 4154 8000, Ext. 8013 Email: [email protected]

Address of Registrar and Transfer Agent: Universal Capital Securities Private Limited

21/25, Shakil Niwas, Opp. Satya Saibaba Temple Mahakali Caves Road, Andheri (East) Mumbai-400093, India Contact: Mr. Santosh Gamare Tel: 91 22 2820 7203-05 Email: [email protected]

Mindteck 2018–19 Annual Report Corporate Governance Report

Addresses of Regulatory Authority/Stock Exchanges: Securities and Exchange Board of India (SEBI)

Plot No. C4-A, G Block, Bandra Kurla Complex Bandra (East), Mumbai-400051, India Tel: 91 22 2644 9000/4045 9000 Email: [email protected]

Registrar of Companies, Karnataka

‘E’ Wing, 2[nd] Floor Kendriya Sadana, Koramangala Bengaluru-560034, India Tel: 91 80 2563 3105/2553 7449 E-mail: [email protected]

BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001, India Phone: 91 22 2272 1233/4, 91 22 6654 5695 Email: [email protected]

National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai-400051 Tel: 91 22 2659 8100-14 Email: [email protected]

Central Depository Services (India) Limited

Unit No. A-2501, Marathon Futurex Mafatlal Mills Compound, N.M. Joshi Marg Lower Parel (E) Mumbai-400013 Tel: 91 22 2305 8640 Email: [email protected]

D. INFORMATION FOR SHAREHOLDERS Corporate Profile:

Mindteck (India) Limited was incorporated in Mumbai in 1991 as Hinditron Informatics Limited under the Companies Act, 1956. The name was changed to Mindteck (India) Limited in September, 1999. Later on, in the year 2006, the Registered Office of the Company was shifted from Mumbai to Bengaluru. The Company’s CIN is L30007KA1991PLC039702.

Forthcoming Annual General Meeting (AGM):

The AGM for the FY 2018 -19 is scheduled for Wednesday, August 14, 2019 at 12:00 Noon at Hotel Paraag (behind ‘The Capitol Hotel’), #3, Rajbhavan Road, Bengaluru560001, Karnataka, India.

Depository for Equity Shares - India:

National Securities Depository Limited

Trade World, A Wing, 4th and 5th Floors Kamala Mills Compound, Senapati Bapat Marg Lower Parel, Mumbai-400013, India Tel: 91 22 2499 4200 Email: [email protected]

Table 10: Location and time of last three AGMs held:

Date of AGM	Time of AGM	Location
August 11, 2016	12.00 Noon	Hotel Woodlands, “Sri Krishna Hall” No-5, Rajaram Mohan RoyRoad, Bengaluru-560025
August 11, 2017	12.00 Noon	Hotel Woodlands, “Sri Krishna Hall” No-5, Rajaram Mohan RoyRoad, Bengaluru-560025
September 28, 2018	12.00 Noon	Hotel Paraag, #3, Rajbhavan Road, Bengaluru-560001

Table 11: List of Special Resolutions passed by the Company at Annual General Meetings during last three years:

August 11, 2016	▪To approve the re-appointment of Mr. Meenaz Dhanani as an Executive Director.
	▪To approve the appointment and payment of remuneration to Mr. Sanjeev Kathpalia
	as Managing Director and CEO.
August 11, 2017	▪To approve the Alteration of Articles of Association of the Company.
	▪Preferential Issue of 64,299 Equity Shares to Black Horse Limited (Erstwhile
	Investor of Chendle Holdings Limited).
September 28, 2018	▪No Special Resolutions werepassed

No resolutions were passed through postal ballot during the FY 2018-19

Mindteck 2018–19 Annual Report Corporate Governance Report

Financial Year:

April 01, 2018 to March 31, 2019

Book Closure dates for the forthcoming AGM:

August 08, 2019 to August 14, 2019 (both days inclusive)

Listing and Payment of Annual Fees

The Company’s equity shares are listed on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’) as at March 31, 2019; Scrip code is “517344” and the Symbol is “MINDTECK”, respectively.

The annual listing fee for the FY 2019-20 has been paid by the Company to BSE and NSE. The Annual Custodial fee for the FY 2019-20 has been paid by the Company to National Securities Depository Limited and Central Depository Services (India) Limited.

Dividend:

Subject to the provisions of the Companies Act, 2013, dividend as recommended by the Board of Directors, if approved at the ensuing Annual General Meeting, will be paid within a period of 30 days from the date of declaration, to those Members whose names appear on the Register of Members as on August 07, 2019.

Share Transfer System:

The Company’s Registrar and Transfer Agent, Universal Capital Securities Pvt. Ltd., processed physical shares sent for transfer/transmission, etc. in two batches every month and ensures that the share transfers/transmissions, etc. are effected within stipulated time. Transfers/transmissions which are complete in all respects were processed and the certificates in respect thereof are returned to the lodger/ shareholder within 15 days of lodgement.

Secretarial Audit:

As per the requirements of Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 (previously Regulation 55A of SEBI (Depositories and Participants) Regulations, 1996), the Company has appointed Mr. Rajnikant N. Shah, a Practicing Company Secretary, to undertake the reconciliation

of the share capital of the Company for its submission to BSE and NSE. The audit reconciles on a Quarterly basis, the total admitted capital with NSDL and CDSL with the total issued and listed capital of the Company. The audit has confirmed that the total issued/paid up capital has been in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

During the year, Mr. S. Kannan, a Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the FY 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the FY 201819 is attached to the Board’s Report as Annexure-4.

The Board noted the reports given by the Secretarial Auditor and confirmed that there is no qualification, reservation, adverse remark or disclaimer.

Dematerialization of shares and liquidity:

The Company’s shares are compulsorily traded in dematerialized form and are available for trading on both the depositories in India viz. NSDL and CDSL. Equity Shares of the Company representing 99.18% of the Company’s equity share capital are dematerialized as on March 31, 2019. The Company continues to facilitate requests for dematerialization of shares on a regular basis and the request can be routed through the respective investors’ Depository Participant (DP) to the Company’s RTA, Universal Capital Securities Private Limited for further action. Under the Depository system, the International Securities Identification Number (ISIN) allotted to Mindteck shares is INE110B01017.

Commodity price risk or foreign exchange risk and hedging activities:

There was no commodity price risk during the FY 201819. The Board has taken a conscious decision not to have a formal hedging strategy for the foreign exchange exposures of the Company.

Shareholding Pattern as on March 31, 2019:

The details of Shareholding pattern are attached to Board’s Report as Annexure-5.

Table 12: Distribution of Shareholding as on March 31, 2019:

	As on March 31, 2019	As on March 31, 2018
Range	Shareholders Shares	Shareholders Shares
No. of Shares	Number % to Total Number % to Total	Number % to Total Number % to Total
1 – 500	9,481 88.66 9,42,320 3.68	9,616 88.82 9,74,857 3.81
501 – 1,000	591 5.53 4,82,965 1.89	596 5.51 4,88,306 1.91
1,001 – 2,000	259 2.42 3,89,680 1.52	265 2.45 3,95,223 1.54
2,001 – 3,000	98 0.92 2,49,060 0.97	96 0.89 2,43,863 0.95
3,001 – 4,000	45 0.42 1,58,682 0.62	31 0.28 1,09,218 0.42
4,001 – 5,000	49 0.46 2,26,018 0.88	48 0.44 2,22,971 0.87
5,001–10,000	87 0.81 6,33,366 2.47	91 0.84 6,70,181 2.62
10,001 & above	84 0.78 2,25,39,807 87.97	83 0.77 2,25,17,279 87.88
Total	10,694 100.00 2,56,21,898 100.00	10,826 100.00 2,56,21,898 100.00

Mindteck 2018–19 Annual Report Corporate Governance Report

Unclaimed Dividend:

Section 124 and 125 of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred as ‘ IEPF Rules’) mandates that companies transfer Dividend that has been unclaimed for a period of seven years from Unpaid Dividend Account to the Investor Education and Protection Fund (IEPF). Further,

the IEPF Rules mandate the transfer of corresponding shares with respect to the dividend which has not been paid or claimed for seven consecutive years or more to IEPF. Accordingly, the Dividend for the years mentioned as under, if remains unclaimed within a period of seven years, and corresponding shares will be transferred to IEPF as per the date appended below.

Table 13: Details of Unclaimed Dividend:

					Amount
			Date of	Due date for	Unclaimed(1)
Dividend Year	Type of Dividend	Dividend Rate	Declaration	transfer to IEPF	in Rs.
2013-14	Final Dividend	10%	14-08-2014	18-10-2021	1,13,789.00
2014-15	Final Dividend	10%	11-08-2015	15-10-2022	1,47,039.19
2015-16	Final Dividend	10%	11-08-2016	15-10-2023	1,66,210.97
2016-17	Final Dividend	10%	11-08-2017	15-10-2024	1,70,814.29
2017-18	Final Dividend	10%	28-09-2018	02-12-2025	1,43,802.00

(1) Amount unclaimed as at March 31, 2019

The Shareholders may write to Universal Capital Securities Private Limited before the due dates to claim their unclaimed dividend. Any shareholder whose unclaimed dividend and corresponding shares are transferred to IEPF, including all benefits accruing on such shares, if any, can be claimed back from the IEPF following the procedure prescribed in the IEPF Rules. Shareholders are cautioned that once unclaimed dividend is transferred to IEPF account, no claim shall lie in respect thereof with the Company.

The statement of the entire unclaimed dividend amount as on the last AGM-September 28, 2018 has been published on the website of the Company as per Form- IEPF-2.

Company, containing the annual audited financial statements (both standalone and consolidated), along with the Auditor’s Report thereon, the Board’s Report, Management Discussion & Analysis Report and other important information, is circulated to all the shareholders, whose email IDs are not registered with the Company. We have also sent soft copies of the Annual Report, to all the investors whose email IDs are registered/made available to us as per Regulation 36 of SEBI (LODR), Section 101 and 136 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014.

In accordance with the above provision, during the FY 2018-19, no amount was due to be credited to the IEPF.

Communication to the Shareholders:

(i) Quarterly Results:

The Company has published its quarterly and yearend financial results in the Business Standard (English) and Hosadigantha (Bengaluru Edition - Kannada) newspapers during the FY 201819. The results have also been submitted to BSE and NSE where the Company’s equity shares are listed and published on the Company’s website. (www.mindteck.com).

(ii) News Releases and Presentations:

Official news releases, detailed presentations made to media, analysts, etc., if any, are displayed on the Company’s website: (www.mindteck.com)

(iii) Website:

The Company’s website www.mindteck.com contains a separate dedicated “Investors” section where all shareholder information is available, along with the full Annual Reports of the Company.

(iv) Annual Report:

The physical copy of the Annual Report of the

(v) Green Initiatives:

Section 101 and 136 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Companies (Accounts) Rules, 2014 allows paperless compliance by Companies through electronic mode. As per Regulation 36(1)(a) of SEBI (LODR), electronic copies of the full annual report shall be sent to all those shareholder(s) who have registered their email address(es) either with their DPs or with the Company. Thus, Companies are now permitted to send various notices/documents, including Annual Reports, to its shareholders through electronic mode. We request all shareholders to be a part of this “Green Initiative” by updating their email IDs for all future correspondence with their respective DPs (for shares held in Demat form) or to the email ID of RTA, Universal Capital Securities Private Limited by sending an email to [email protected] or to the Company Secretary of the Company at [email protected] (for shares held in physical form). The soft copy of the Annual Report is made available on the website of the Company. Any shareholder of the Company may also opt to receive a physical copy by writing to [email protected] . If not opted, it is deemed as accepted to receive a soft copy via e-mail.

52 Mindteck 2018–19 Annual Report Corporate Governance Report

Market Price Data:

Table 14: High/Low of BSE Sensex and Company’s share price on BSE Limited, month wise for FY 2018-19:

Month April 2018 May 2018 June 2018 July 2018 August 2018 September 2018 October 2018 November 2018 December 2018 January 2019 February 2019 March 2019	Sensex High Low 35,213.30 32,972.56 35,993.53 34,302.89 35,877.41 34,784.68 37,644.59 35,106.57 38,989.65 37,128.99 38,934.35 35,985.63 36,616.64 33,291.58 36,389.22 34,303.38 36,554.99 34,426.29 36,701.03 35,375.51 37,172.18 35,287.16 38,748.54 35,926.94	Share Price High Rs. Low Rs. 76.50 52.95 70.15 52.65 54.00 42.70 49.60 41.85 55.70 43.20 55.00 37.55 55.90 35.10 44.75 37.85 41.85 35.20 43.45 36.25 39.30 32.05 44.00 32.00	Trade
			No. of shares traded Value Rs.
			2,92,089 2,02,28,282
			46,703 27,09,014
			58,283 28,52,892
			25,171 11,48,734
			32,648 16,18,827
			25,558 11,81,715
			2,15,549 1,09,01,197
			27,587 11,22,111
			32,558 12,39,562
			22,833 9,01,829
			21,589 7,39,572
			32,928 12,80,012

Table 15: High/Low of Nifty and Company’s share price on NSE, month wise for FY 2018-19:

Month April 2018 May 2018 June 2018 July 2018 August 2018 September 2018 October 2018 November 2018 December 2018 January 2019 February 2019 March 2019	Nifty High Low 10,759.00 10,111.30 10,929.20 10,417.80 10,893.25 10,550.90 11,366.00 10,604.65 11,760.20 11,234.95 11,751.80 10,850.30 11,035.65 10,004.55 10,922.45 10,341.90 10,985.15 10,333.85 10,987.45 10,583.65 11,118.10 10,585.65 11,630.35 10,817.00	Share Price High Rs. Low Rs. 76.90 52.10 70.90 52.70 54.90 42.65 49.80 40.50 55.00 45.30 54.80 38.25 54.00 33.50 43.90 38.25 41.55 36.05 43.50 36.10 38.60 30.55 44.55 32.60	Trade
			No. of shares traded Value Rs.
			9,89,171 6,96,17,144
			87,665 50,70,883
			80853 38,90,047
			1,08,656 48,15,829
			89,793 45,02,785
			53,418 24,88,557
			3,41,969 1,61,22,678
			52,414 21,24,914
			40,186 15,29,159
			67,614 26,86,798
			56,065 19,34,199
			1,83,645 70,59,582

Table 16: Company’s quoted share price in comparison to broad-based BSE Index and BSE IT Index:

	Closing share price
	on month’s last
Month	trading day (Rs.)	BSE Index	BSE IT Index
April 2018	70.15	35,160.36	13,567.69
May 2018	53.05	35,322.38	13,452.83
June 2018	45.30	35,423.48	13,920.07
July 2018	47.05	37,606.58	14,527.23
August 2018	49.75	38,645.07	15,548.52
September 2018	38.25	36,227.14	15,628.94
October 2018	40.85	34,442.05	14,531.60
November 2018	38.30	36,194.30	14,296.74
December 2018	39.60	36,068.33	14,089.56
January 2019	37.50	36,256.69	15,264.10
February 2019	33.90	35,867.44	15,253.86
March 2019	36.80	38,672.91	15,280.30

Mindteck 2018–19 Annual Report Corporate Governance Report

Table 17: Company’s quoted share price in comparison to broad-based NSE Index and NSE IT Index:

	Closing share price
	on month’s last
Month	trading day (Rs.)	NSE Index	NSE IT Index
April 2018	70.05	10,739.35	13,986.25
May 2018	53.30	10,736.15	13,666.00
June 2018	44.55	10,714.30	13,989.50
July 2018	46.55	11,356.50	14,587.80
August 2018	51.10	11,680.50	15,811.40
September 2018	38.95	10,930.45	15,838.05
October 2018	41.25	10,386.60	14,940.10
November 2018	39.35	10,876.75	14,638.05
December 2018	38.05	10,862.55	14,440.30
January 2019	36.50	10,830.95	15,499.30
February 2019	33.10	10,792.50	15,732.00
March 2019	34.55	11,623.90	15,628.20

Performance of Mindteck shares in comparison to BSE Index:

==> picture [380 x 451] intentionally omitted <==

----- Start of picture text -----

80 40,000
39,000
70
38,000
60
37,000
50 36,000
40 35,000
34,000
30
33,000
20
32,000
10
31,000
0 30,000
Market Share Price (Rs.) BSE Index (Source data: www.bseindia.com)
Performance of Mindteck shares in comparison to NSE Index:
80 12,000
70 11,500
60
11,000
50
10,500
40
10,000
30
9,500
20
10 9,000
0 8,500
Closing share price on NSE Index (Source data: www.nseindia.com)
month’s last trading day (Rs.)
Apr-18May-18Jun-18 Jul-18Aug-18Sep-18Oct-18Nov-18Dec-18Jan-19Feb-19Mar-19
Apr-18May-18Jun-18 Jul-18Aug-18Sep-18Oct-18Nov-18Dec-18Jan-19Feb-19Mar-19
Sensex
Market Share Price (Rs.)
Nifty
Market Share Price (Rs.)
----- End of picture text -----

Mindteck 2018–19 Annual Report Corporate Governance Report

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Business Conduct and Ethics for its Senior Management including the Managing Director and Non-Executive Directors/Independent Directors. I confirm that the Company has, received from the Senior Management Team of the Company and the Members of the Board, a declaration of compliance with the Code of Business Conduct and Ethics as applicable to them in respect of the FY ended March 31, 2019.

for and on behalf of the Board of Directors

==> picture [81 x 40] intentionally omitted <==

Bengaluru May 28, 2019

Sanjeev Kathpalia Managing Director and CEO (DIN - 05257060)

Mindteck 2018–19 Annual Report Corporate Governance Report

Annexure

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To, The Members of Mindteck (India) Limited A M R Tech Park, Block 1 3rd Floor, No. 664, 23/24 Hosur Main Road Bommanahalli BANGALORE – 560068

I, S Kannan, Company Secretary, have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Mindteck (India) Limited having CIN L30007KA1991PLC039702 and having registered office at A M R Tech Park, Block 1, 3rd Floor, No.664, 23/24, Hosur Main Road, Bommanahalli, Bangalore – 560 068 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN) status at the MCA portal www.mca.gov.in) as considered necessary and explanations furnished to meby the Company and its officers, I, hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended 31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

			Date of appointment
Sl. No.	Name of Director	DIN No.	in Company
1	Satish Menon Kumar	00114149	14/05/2018
2	Subramaniam Guhan	00131687	20/05/2016
3	Jagdish Dayal Malkani	00326173	08/08/2013
4	Yusuf Lanewala	01770426	13/02/2013
5	Subhash Bhushan Dhar	03603891	29/05/2018
6	Sanjeev Kathpalia	05257060	01/03/2017
7	Meenaz Dhanani	06705048	04/10/2013
8	Prochie Sanat Mukherji	07158863	11/08/2015

Ensuring the eligibility for appointment/continuity of every Director on the Board is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these, based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For S KANNAN AND ASSOCIATES

==> picture [70 x 38] intentionally omitted <==

Place: Bangalore Date: 18[th] May, 2019

S KANNAN Company Secretary FCS No. 6261/C P No.: 13016

56 Mindteck 2018–19 Annual Report Management Discussion and Analysis

Management Discussion and Analysis

In addition to historical information, this Annual Report contains certain forward looking statements which are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward looking statements. Factors that might cause the difference include, but are not limited to, those discussed in the Management Discussion and Analysis of financial performance and elsewhere in this report. Readers are cautioned not to place undue reliance on these forward looking statements, which reflect management’s analysis as of the date hereof.

MACROECONOMIC OUTLOOK

The IMF’s World Economic Outlook forecasts global growth of 3.3% this year and 3.6 % in 2020, a downgrade compared with the previous forecast. The downward revision of 0.2% points for global growth is across the board. A United Nations economic analysis cites that global risks include an escalation of trade disputes, an abrupt tightening of global financial conditions, and intensifying climate risks. Impacted developed economies include the US, the UK and the Eurozone. The growth forecast for the US remains unchanged: growth is expected to decline to 2.5% in 2019 and further to 1.8% in 2020.

Growth in emerging and developing Asia reduced from 6.5% in 2018 to 6.3% in 2019, and is forecasted to reach 6.4% in 2020. China’s economy will slow due to the combined influence of needed financial regulatory tightening and trade tensions with the US, while India’s economy is expected to increase in 2019, benefiting from lower oil prices and a slower pace of monetary tightening than previously expected.

Beyond 2020, global growth is expected to stabilize at around 3.5 %, bolstered mainly by growth in China and India and their increasing role in world income. Growth in emerging market and developing economies will stabilize at 5%, though with considerable variance as emerging Asia continues to grow faster than other regions.

and services, such as AI and Internet of Things (IoT)-based solutions. Now, large, medium, and small enterprises can harness powerful capabilities once limited to a select few.

Nowhere does this trend appear to be more apparent than in the area of AI, where large software companies are integrating AI capabilities into cloud-based enterprise software and bringing them to the mass market. The most popular path to acquiring AI capabilities is enterprise software with integrated AI. Overwhelmingly, this software is cloud-based, either through public or private cloud deployments. In 2019, flexible consumption models should continue to boost both cloud and AI adoption. Sixty percent of enterprises are expected to move their IT systems to the cloud by 2019 as a part of their digital transformation initiatives.

As the pace and complexity of new technology developments continue to increase, partnerships—both internal and external—have become essential.

Robotic Process Automation (RPA) and AI top the investment wish list. Buyers and service providers alike believe they have made little progress in these emerging technologies. Accordingly, they want to ramp up their investments in these areas as the relevant technologies become more advanced and more accessible.

During the year, blockchain and biometrics were increasingly on the radar. As people and devices increasingly become connected, identity/privacy protection has become a prime concern. These technologies promise to provide a robust way to secure and manage user identities. Companies may even combine them to make their offerings more secure.

Global regulatory uncertainties will likely continue to cast a shadow over the US technology sector in 2019: Technology companies may have a particularly daunting task in 2019 as they try to address their customers’ privacy concerns.

INDUSTRY OUTLOOK

As per the IMF, India’s GDP is supported by the continued recovery of investment and robust consumption amid a more expansionary stance of monetary policy and some expected impetus from fiscal policy. National Association of Software and Services Companies (Nasscom) cites that digital opportunities and skills will pave the future of the IT-BPM industry in India.

As per Deloitte, companies need to take even greater advantage of cloud platforms that make powerful artificial intelligence (AI) tools and services available to broad ranges of users. These tools are helping accelerate experimentation, democratize innovation, boost agility, and power organizations’ digital transformation journeys.

Top outsourcing trends

As per the National Outsourcing Association, 70% of companies surveyed are going to outsource more in the upcoming years. And 35% of them plan to do so significantly. In this regard, 84% of service providers expect the outsourcing industry to grow and 37% believe it will do so remarkably. Companies were found to outsource primarily for: cost savings (35% cited this as the prime driver for outsourcing); improving customer experience (23%); and transitioning from legacy IT to as-a-service models (17%). This differs from the traditional prime reasons why companies outsource: cost savings; increasing operational flexibility and for accessing new skills.

Less focus on driving cost reductions

Everything-as-a-service (XaaS) solutions make it faster and easier to experiment and innovate—dramatically shortening the journey toward enhancing customer experience. And, XaaS capabilities are making it affordable and easier for broad ranges of users to access cutting-edge technologies

Increasingly, clients will focus more on the value delivered rather than on cutting costs. IT outsourcing companies will become systems integrators and partners to their customers. They will share greater risk and focus on delivering valueadded services.

Mindteck 2018–19 Annual Report 57 Management Discussion and Analysis

Shift away from a single IT outsourcing provider

Businesses will likely outsource their services to multiple vendors. They will look for partners that have deep expertise in specific areas. The world of IT outsourcing will be moving towards narrower specialization. Vendors will concentrate on attracting clients from specific industries.

The rise of alternative IT outsourcing destinations

In the years to come, the countries of Central and Eastern Europe will provide stiff competition to India and China. In particular, Poland, Ukraine, Romania, and Belarus will become new software development hot spots. The IT dynamics in Ukraine has already ensured a fertile soil for setting up an offshore software development team.

Brand-new contract models

Software development providers will be contracted as service integrators sharing risk and responsibility. Procurement will become an important part of the contracting process. Notice periods will be significantly shorter. Competition between service providers will increase. Outcome-based contracts will help clients select the best IT vendor who can deliver value.

IoT edge processing must be local for real-time decisionmaking. IoT devices and applications – with built-in services such as data analysis and data reduction – will get better, faster and smarter about deciding what data requires immediate action, what data gets sent home to the core or to the cloud, and what data can be discarded.

With containerisation and serverless technologies, the trend toward abstraction of individual systems and services will drive IT architects to design for data and data processing and to build hybrid, multi-cloud data fabrics rather than just data centres.

Hybrid, multi-cloud will be the default IT architecture for most larger organisations while others will choose the simplicity and consistency of a single cloud provider. Larger organisations will demand the flexibility, neutrality and cost-effectiveness of being able to move applications between clouds. They’ll leverage containers and data fabrics to break lock-in.

Software-defined storage (SDS) will gain majority market share over the next three to five years, leaving Storage Area Network (SAN) arrays behind.

Outsourcing of core business services

Supplier-customer relationships will change from the outsourcing of non-core services to the outsourcing of core business operations. Vendors will be strategic partners of clients and bearers of the niche-specific knowledge.

Intelligent automation of manual processes

Automation is one of the major IT outsourcing trends that will drive a revolution in the future. The use of virtual agents and bots streamlining routine tasks will be powering all industries. Vast investments will flow into RPA and AI.

Cloud sourcing

With businesses migrating to cloud, demand for cloud computing will skyrocket. As companies move to cloud outsourcing, there will be an increased need for public cloud platforms for data storage. Service providers will need to provide more online data centres and equipment. At the same time, security threats will become an even larger concern for enterprises that operate in cloud environments. Thus, they will outsource their security services to eliminate possible breaches.

MARKET OUTLOOK BY INDUSTRY STORAGE

Hybrid cloud architectures will pick up pace in 2019. But, for more demanding workloads and sensitive data, on-premise remains the most popular. Automated, intelligent and scalable storage provisioning makes deploying large-scale container environments to an enterprise data centre possible.

Storage will be ‘cloudified’ with the capability to transparently move data from on-premises configurations to public clouds and across private cloud deployments. Most new AI development will use the cloud as a proving ground within which there is a rapidly growing body of AI software and service tools.

ANALYTICAL INSTRUMENT

As per 2019 Forecast Report from Instrument Business Outlook (IBO):

Mass spectrometry is predicted to have strong and steady growth from 2018 through 2020. 2019 is expected to see above market average sales for this technology, buoyed by robust demand from pharma, biotech, food testing and environmental. Chromatography is also forecast to perform healthily in 2019, after a strong year in 2018. Clinical High Performance Liquid Chromatography (HPLC) is identified to be the standout performer of 2019. The lab automation market is forecast to see more modest growth than mass spectrometry and chromatography, after a strong 2018. Demand is predicted to come predominantly from pharma, biotech and contract research organizations (CROs).

Strong performance of the life science sector will drive demand for products from the molecular spectroscopy segment. The total market in 2019 is forecast to underperform against the overall market. All product categories within lab equipment are expected to underperform the overall lab instrumentation market, including lab balances, dissolution testing, continuous flow analysis and discrete analysers, electrochemistry, radioactivity and lab equipment. While biotech and pharma are pushing demand, the overall market for lab equipment is expected to underperform the overall market in 2019.

As per MarketWatch (published by Dow Jones & Co), North America will lead the life science and analytical instruments market owing to higher drug discovery and growing research studies. The US will be the largest contributor followed by Europe. The life science and analytical instruments market in the APAC region will experience a major growth as well.

The market for analytical instruments in India has fared well during the last couple of years and is further anticipated to

58 Mindteck 2018–19 Annual Report Management Discussion and Analysis

increase at a strong growth rate over next few years. The reasons behind higher growth are stringent government regulations and the rapidly booming pharmaceuticals and life science industry in India. Apart from this, petrochemical and food and beverage are also emerging as prominent sectors which are expected to fuel the market for analytical instruments in India.

The big performances continue to come from expected segments such as life science, which accounts for 25% of the analytical instrument and lab products industry. Biotech is identified as the area predicted to have the fastest growth in demand for instrumentation in 2019.

MEDICAL DEVICE

As per Deloitte, health care spending in 2019 will likely be driven by the shared factors of aging and growing populations, developing market expansion, clinical and technology advances, and rising labour costs. Digital innovations such as blockchain, cloud-based computing, virtual health, AI and robotics, digital reality, the Internet of Medical Things (IoMT), and others are helping to reshape the future by making health care delivery more efficient and more accessible.

Already, increased data access and data sharing via digital solutions are improving personalization, self-service, and patient experience. Among the most recent technologies, blockchain has the potential to enhance collaboration, trust, interoperability, traceability, and auditability across a range of functions such as clinical trials, supply chain management, financial transactions, credentialing, and claims processing.

Digital reality (DR—an umbrella term for augmented reality (AR), virtual reality (VR), mixed reality (MR), 360-degree, and immersive technologies) will provide for deeply engaging, multi-sensory, digital experiences. On the other hand, Internet of Medical Things (IoMT) brings together people (patients, caregivers, and clinicians) data (patient or performance data) processes (care delivery and patient support), and enablers (sensors, connected medical devices—such as wrist bands and smart clothing—and mobile apps) to deliver improved patient outcomes more efficiently.

According to Embergo, advisors and subject matter experts in Life and Health Sciences:

The US, the world’s largest medical device market, has no signs of slowing down. The Indian medical device market is growing steadily. It was valued at USD 3.5 billion in 2015 and could expand to approximately USD 4.8 billion by 2019. As India’s economic, healthcare, and social landscapes evolve, its medical device market emerges as a promising opportunity for foreign manufacturers. The medical tourism and luxury healthcare markets are among India’s fastest-growing industries, which create significant demand for specialized, high-tech medical equipment. There is consistent demand for surgical instruments, cancer diagnostics, orthopaedic and prosthetic equipment, imaging, orthodontic and dental implants, and electro medical equipment.

Other industry experts’ predicts that in 2019, wearable medical devices will become more common; and a finalized version of ISO 14971 revision is expected.

SEMICONDUCTOR

As per KPMG’s 2019 Global Semiconductor industry report , IoT is becoming the main driver of the industry and expected to supplant wireless communications. Other technologies include 5G, autonomous vehicles, AR/VR (augmented/virtual reality), and AI. The first half of the year is likely to be slow for the semiconductor industry with the adoption of the above technologies picking up in the second half.

Semiconductor industry leaders expect that the U.S. and China will remain the top revenue-generating markets over the next three years. Smaller companies are becoming more and more important as the source of many ‘promising developments’ in the semiconductor industry with mainly IoT and AI as their focus, and the looming talent gap will also present a huge challenge to the industry.

As per Deliotte, major industry trends are as follows:

IoT: Connected revolution

Semiconductors serve as the foundation for enabling emerging Internet of Things (IoT) technologies. The IoT revolution has increased the demand for semiconductor chips but also shifted value capture to software and solutions.

Digital supply networks

Digitalization is transforming supply chains in every industry. In most cases the transformation is a shift from a structured, linear system to an open, interconnected, often cloud-based system that is able to integrate information from many different sources. In order to enhance the value of digitalization, semiconductor companies should consider taking a look at emerging digital supply network technologies in order to solve age old problems in the industry stemming from limited information transparency across the manufacturing and supply chain.

Consolidation through M&A

As semiconductor industry growth slows in individual segments, companies are increasingly turning towards M&A to sustain profitability, seek new sources of revenue, and reduce revenue volatility through a diversified portfolio of products or solutions in the case of IoT.

INSURANCE

As per PwC, the global insurance industry’s outlook is improving. The mature economies of Europe and North America are moving towards recovery, while the emerging markets of Asia and Latin America continue to grow. As the role of technology in insurance expands over the coming decade, its influence on M&A will grow rapidly. Automation and digitisation will become ever more important to achieving efficiency. Insurers will also increasingly require technical expertise in areas such as data analytics, intelligent pricing, anti-fraud and telematics. M&A could provide the fastest way to improve in-house capabilities and counter the threat of new entrants. The demographic effects of ageing are not confined to developed markets. They will put increasing strain on social security programmes around the world, and could accelerate demand for life insurance, health insurance and long-term savings from current levels – even in emerging markets.

Mindteck 2018–19 Annual Report 59 Management Discussion and Analysis

As per Deliotte, while 2018 and 2019 are shaping up as great years for insurers, some concerns are being raised about an economic slowdown, if not a full-fledged recession, as early as 2020. Many are worried about the potential for ongoing disputes between the United States and China as well as other nations over tariffs and trade rules. As insurers work to incorporate technologies such as AI, drones, and blockchain into their operations, one development poised to have a big effect in 2019 is the cloud. Insurers are looking to the cloud to power advanced analytics, enhance data gathering through IoT and fuel cognitive applications. Carriers may want to consider placing a higher priority on migrating existing systems to the cloud as well as on launching new applications offsite to prepare for a cloud-enabled future. Coinciding with the growth in technology solutions, insurance companies are looking to increase staff, especially in the areas of analytics and technology, where talent is increasingly scarce. Some pressure may be relieved by an expanded use of RPA and AI, which could reinvent or eliminate a broad spectrum of insurance job functions, freeing up existing personnel for more complex tasks.

OPPORTUNITIES AND THREATS

Niche Industry Knowledge: Clients across the globe come to us for our deep engineering and technology skills and know-how. Our niche offerings and innovative approach have consistently provided our clients with optimised solutions to provide innovation, cost advantage, reduced integration risk, and improved user productivity.
Emerging Technologies: Our portfolio of offerings expanded to include cloud, analytics, automation test frameworks for platform and storage testing, as well as robotic process automation (RPA) – a technology that harnesses artificial intelligence to transform business processes.
Long-standing and Diverse Client Base: Our client relationships are strong, and have lasted to upwards of 16 years across industries and geographies.
Global Delivery Teams: Mindteck’s global delivery capabilities provide clients with the right expertise to deliver quality solutions at the client’s site virtually anywhere in the world. We have offshore delivery centres in Kolkata and Bengaluru, India.
R&D and Centres of Excellence: A dedicated Research and Technology Group (RTG) augments our existing R&D group with SMEs in focused technologies, such as Analytics, RPA, IoT and Cloud. A Centre of Excellence for Automation, which is currently being developed, will help support the Group’s effort in best practices and thought leadership.
Cross-selling of our Full Portfolio: Increased collaboration between our delivery units and sales team has led to opportunities to cross-sell our services within our ‘blue chip’ client base. In addition, our global geographic footprint allows us to service our global clients in multiple geographies.
New Competition: Mindteck continues to face new competition in the marketplace. Our long-standing client relationships and preparedness for future technologies has given us an edge over competitors.
Mergers and Acquisitions: Infusion of repatriated cash may very well spur a sizable increase in mergers and acquisitions

across the technology sector in 2019, resulting in increased competition and monopolies.

Outcome-based pricing model: In 2018-19, Mindteck worked closely with a long-standing client to develop a new business relationship hinged on outcome-based projects.

RISKS AND CONCERNS

Rise of New IT Outsourcing Destination: As per a Statista report, the countries of Central and Eastern Europe will provide stiff competition to India and China. In particular, Poland, Ukraine, Romania, and Belarus will become new software development hot spots. The IT dynamics in Ukraine has already ensured a fertile soil for setting up an offshore software development team.

Economic Uncertainties: Despite continuing uncertainties the world over, Mindteck has retained its footing across all geographies owing to its mindful approach, and delivering knowledge that matters—with increasingly better client experiences overall.
Global IT Skill Shortage: Shortage of skills in the market often delays staffing for new projects. Mindteck reduces this risk by partnering with smaller companies who can provide the required staffing at short notice.
High Attrition Rate: High demand for skilled employees in the market increases the attrition rate. Mindteck strives to counteract these challenges by continually focusing on providing a good work environment and culture. As an answer to this, we have an innovative endeavour under our WE CARE umbrella—Consultant Care, which helps retain valuable IT talent and avoid disruption.
Price Pressure: BCG notes that tech companies face ever-intensifying price pressure threatening long-term profitability. While clients are continuing to conduct multiple rounds of negotiation to reduce costs, Mindteck is working to overcome such pressures and introducing new business models, including one that is outcome-based.
Selling, General and Administrative Cost Containment (SG&A): Taking a holistic approach and observing certain caveats can help bring SG&A expenses in line. As revenue grows, it is imperative to not allow SG&A costs to grow proportionally. Efforts to reengineer internal processes and re-vamp internal systems have increased productivity and helped contain costs. Improvements to customer relationship management, time and expense reporting, asset management, as well as job posting and recruiting processes, have been implemented.

DISCUSSION ON FINANCIAL PERFORMANCE Business

During the year under review your Company Recorded Consolidated Revenue of Rs. 2,994.10 million as against Rs. 2,968.42 million in the previous year. Of the revenues that were recorded, 69% is attributed to the US and the rest to Europe and Asia.

Mindteck‘s Consolidated net profit for the year stood at Rs. 27.40 million, as against net loss of Rs. 56.50 million in the corresponding previous year. On an operating margin level,

60 Mindteck 2018–19 Annual Report Management Discussion and Analysis

Mindteck recorded Consolidated EBIDTA of Rs. 72.50 million this fiscal year as against Rs. 33.51 million last year.

Share Capital

Mindteck has an issued share capital base of 25,621,898 equity shares of Rs. 10/- face value. All shares are fully paid up. In addition, 38,579 equity shares are reserved for allotment to certain allottees as at March 31, 2019, in relation to discharge of consideration for the acquisition of Chendle Holdings Limited, one of the Company’s wholly-owned subsidiaries. The allotment has been pending owing to the non–availability of Permanent Account Number (PAN) for these shareholders.

Further, issued capital also includes 416,000 equity shares allotted to the Mindteck Employees Welfare Trust (MEWT). The trust was set up with the objective of transferring its holding in Mindteck (India) Limited to deserving employees, by way of share-based compensation. Consequent to ESOP schemes issued by the Company in 2005, 2008 and 2014, the shares continue to be held by the MEWT. Owing to the consolidation of the Trust’s accounts with that of Mindteck, the number of shares and corresponding capital and share premium, held by the Trust are deducted from the issued share capital and securities.

Reserves and Surplus

Mindteck has retained earnings of Rs. 474.58 million in the Consolidated Balance Sheet as at March 31, 2019. Shareholders’ Funds, excluding capital reserves, increased from Rs. 1,837.84 million in FY 2018 to Rs. 1,874.52 million in FY 2019.

Non-Current Liabilities

Non-current liabilities in the Consolidated Balance Sheet include rental deposit, rent equalization reserve and provision for employee benefits. Non-current liabilities, increased from Rs. 70.58 million in FY 2018 to Rs. 101.13 million in FY 2019. The increase is mainly due to provision made for employee benefits and service concession arrangement.

Current Liabilities

Current liabilities in Consolidated Balance Sheet include trade payables, provision for employee benefits, provision for tax and other current liabilities. Current liabilities decreased from Rs. 367.21 million in FY 2018 to Rs. 336.74 million in FY 2019.

Trade payables increased from Rs. 98.79 million in FY 2018 to Rs. 147.87 million in FY 2019. Other current liabilities comprise unearned income and statutory liabilities such as PF, TDS etc, amounting to Rs. 61.92 million as at March 31, 2019 compared to Rs. 63.75 million as at March 31, 2018.

Provisions under Current Liabilities stood at Rs. 49.43 million as at March 31, 2019 compared to Rs. 85.82 million as at March 31, 2018. The decrease is mainly due to employee benefits. (Refer consolidated notes 25).

Non-Current Assets

Consolidated Non-current assets include fixed assets , deferred tax asset (net), long-term loans and advances and other noncurrent assets.

Mindteck invested Rs. 12.42 million in property, plant and equipment during the fiscal year, which primarily relates to Computer Equipment, Office Equipment in India & USA and Lease hold improvements.

Loans under Non-Current assets comprise security deposits totalling to Rs. 27.47 million as at March 31, 2019 compared to Rs. 23.93 million as at March 31, 2018.

Other Non-Current assets consist of prepaid expense amounting to Rs. 3.79 million as at March 31, 2019.

Current Assets

Consolidated Current assets include trade receivables, cash and bank balances, investment in mutual funds, short-term loans and advances, and other current assets.

Mindteck‘s accounts receivables as at March 31, 2019 amounts to Rs. 707.31 million, representing about 83 days of sales. All debts doubtful of recovery have been provided for in the financial statements.

Cash and Bank balances amounted to Rs. 105.18 million compared to Rs. 312.00 million in the previous year which includes both rupee and foreign currency accounts.

Loans under Current Assets include security deposits. The balance as at March 31, 2019 stood at Rs. 8.24 million compared to Rs. 12.29 million as at March 31, 2018.

Other current assets include prepaid expenses and balance with government authorities. The balance as at March 31, 2019 stood at Rs. 67.75 million.

Investments

Mindteck (India) Limited has seven wholly-owned subsidiaries and four step-down subsidiaries as at March 31, 2019. The nature of operations of these subsidiaries is as follows:

Mindteck, Inc., US - Operating company
Mindteck Singapore Pte. Ltd, Singapore - Operating company
Mindteck (UK) Ltd. - Operating company
Mindteck Middle East Limited S.P.C. - Operating company
Mindteck Software Malaysia Sdn Bhd - Operating company
Chendle Holdings Limited - Investment arm, holding stock in Mindteck, Inc., US
Hitech Parking Solutions Private Limited- a newly incorporated company
Mindteck Germany GmbH - Selling and marketing company (step-down subsidiary)
Mindteck Netherlands BV- Selling and marketing company (step-down subsidiary)
Mindteck Solutions Philippines Inc.- Operating company (step-down subsidiary)
Mindteck Canada, Inc.- Selling and marketing company (step-down subsidiary)

Mindteck 2018–19 Annual Report Management Discussion and Analysis

RESULTS OF OPERATION Income

The Company recorded Rs. 2,994.10 million in FY19 as against Rs. 2,968.42 million in FY18. The items of other income include rental income from own property, net foreign exchange gain, interest income from deposits and other miscellaneous item.

Expenses

Employee benefit expenses and cost of technical subcontractors for the FY19 stood at Rs. 2,507.40 million as against Rs. 2,580.65 million in FY18. Manpower expense decreased to 84% of revenue compared to 87% last year.

has contributed Rs. 1.78 million towards Corporate Social Responsibility during the FY19. The Company during the year, implemented several cost rationalization measures to reduce expense base. Mindteck will continue to focus on cost effective measures to further productivity and increase efficiency in the operations.

Tax expense for the year amounting to Rs. 16.22 million (net) is the aggregate of current tax liability in all tax jurisdictions in which Company operates and deferred tax. Tax provision in India is based on the normal tax computation in accordance with the prevailing tax laws.

Operating Profit and Net Profit

Finance cost in FY19 was Rs. 10.00 million as compared to Rs. 5.50 million in FY18. The increase is on account of Bank Guarantees issued or Government Contracts.

Consolidated EBIDTA for the year amounted to Rs. 72.50 million as against Rs. 33.51 million the previous year. Net Profit is Rs. 27.40 million in FY19, as against Net Loss of Rs. 56.50 Million in FY18.

Other expenses of FY19 amounted to Rs. 442.70 million compared to Rs. 375.09 million last year. The Company

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations for Standalone Financial Statements:

Sl. No. Description As at March 31, 2019 i Debtors Turnover 4.79 ii Inventory Turnover NA iii Interest Coverage Ratio NA iv Current Ratio 3.25 v Debt EquityRatio 0.15 vi OperatingProft Margin (%) 1.20% vii Net Proft Margin (%) 6.68% viii Details of any change in Return on Net Worth as compared to the immediately previous fnancial year along with a detailed explanation thereof 4%	As at March 31, 2018	Reasons for variance
	5.25 NA NA 3.17 0.13 0.06% 2.17% 1%
		Not applicable to IT Industry
		No Interest on Loans


		Margin improvement due to new business

HR Initiatives

During the year, a number of programs were initiated:

Provided 3-6 months of training (campus to colleague) prior to allocating campus-recruits to their respective projects.
Initiated the Project Managers Forum for sharing and adopting best practices.
Regular Employee Connect programs were held by the HR Business Partners, to facilitate suitable feedback mechanism of team members to their respective managers and higher-ups.
Initiated the Star Program for retaining and rewarding business-critical resources
Attrition Rate: Mindteck annualized attrition rate for 201819 was 32.4% as against the Industry standards, which vary between 25-30%.

Head count details:

	Year	Permanent	Contractual	Total
	2018-19	687	15	702
	2017-18	640	17	657

Continuous upskilling initiatives for employees on latest technologies to prepare them for any upcoming assignments.

62 Mindteck 2018–19 Annual Report CEO and CFO Certification

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

To,

The Board of Directors

Mindteck (India) Limited

We, Sanjeev Kathpalia, Managing Director and Chief Executive Officer and Prashanth Idgunji, Chief Financial Officer, to the best of our knowledge and belief, certify that:

1) We have reviewed financial statements for the Quarter and Year ended March 31, 2019 and that to the best of our knowledge and belief:
a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
b) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
2) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year ended March 31, 2019, which are fraudulent, illegal or which violate the Company’s code of conduct.
3) We are responsible for establishing and maintaining internal controls for financial reporting and we have:
a) Evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting;
b) Disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware; and
c) The steps we have taken or propose to take to rectify these deficiencies.
4) We have indicated to the Company’s Auditors and the Audit Committee of the Board of Directors
a) Significant changes that have occurred in the internal control over financial reporting during the quarter;
b) All significant changes in accounting policies during the quarter, if any, and that the same have been disclosed in the notes to the financial statements; and
c) Instances of significant fraud, if any, of which we are aware and the involvement therein of the management or an employee having a significant role in the Company’s internal control system over financial reporting;
d) All deficiencies, if any, in the design or operation of internal controls, which could adversely affect the Company’s ability to record, process, summarize and report financial data, and have identified for the Company’s Auditors, any material weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies.

Bengaluru, India May 28, 2019

==> picture [75 x 36] intentionally omitted <==

Sanjeev Kathpalia Managing Director and CEO

==> picture [58 x 38] intentionally omitted <==

Prashanth Idgunji Chief Financial Officer

Mindteck 2018–19 Annual Report 63 Standalone Financial Statements

Independent Auditor’s Report

To the Members of Mindteck (India) Limited

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Mindteck (India) Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit including other comprehensive income its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant

to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matters

How our audit addressed the key audit matter

Service Concession Arrangement (as described in Note 42 of the standalone Ind AS financial statements)

The gross balance of capital expenditure as at March 31, 2019 is Rs. 1,002 lakhs relating to service concession agreements for maintaining and developing the smart parking system, against which amortization amounting to Rs. 70 lakhs was charged.

The Company had obtained the contract from Bhopal Municipal Corporation (BMC) for implementation of smart parking systems which would be governed by the specific regulations issued by BMC. The revenue from parking is collected by the Company for which rates are determined by the BMC. In lieu of the contract, the Company has to pay authorization fees to BMC over the period of the contract. This arrangement has been treated as ‘Service Concession Arrangements’ as per Appendix D of Ind AS – 115.

Due to the nature of the arrangement, recognition of the amounts including capitalization of intangible assets involve significant judgments and assumptions, identification and recognition of contractual/onerous obligation.

Our audit procedures included the following amongst others:

We assessed the assumptions around the application of Appendix D of Ind AS – 115 involving determination of relative fair value of the service delivered, recognition of assets to the extent of cost incurred or to be incurred (including obligations arising out of the arrangement with BMC) towards getting the right to charge users of the public service.
We evaluated the Company’s processes and controls over capitalisation of expenditure incurred.
With reference to capital expenditure during the year, we selected a sample of transactions and tested that they were recognised in accordance with the capitalisation criteria established by the Company.
We obtained the impairment test from the Company and held meetings with management to understand the method applied.

Mindteck 2018–19 Annual Report Standalone Financial Statements

At the end of the year, management also performed the annual test for impairment of the intangible assets recorded under this arrangement.

In view of the above, we identified it as a key audit matter.

We assessed Company’s assumptions around the key drivers of the cash flow forecasts including, discount rates applied, projected revenue growth rates used.
We also assessed the recoverable value headroom by performing sensitivity testing of key assumptions used.
We tested the arithmetical accuracy of the model.
We also assessed the disclosures in the standalone Ind AS financial statements for compliance with disclosure requirements under the accounting standards.

Contingencies (as described in Note 32 of the standalone Ind AS financial statements)

The Company is involved in various legal proceedings relating to taxes. As of March 31, 2019, there was Rs. 387 lakhs disclosed as contingent liability in the standalone Ind AS financial statement. In relation to these proceedings, management assesses the impact of the eventual outcome on its standalone Ind AS financial statements.

Since the aforesaid estimates require significant judgments by management, based on the available information, including that obtained from its tax advisors, we identified it as a key audit matter area.

Our audit procedures included the following amongst others:

We obtained an understanding and assessed the internal control environment relating to the identification, recognition and measurement of provisions for disputes and disclosures of contingent liabilities in relation to taxes.
We obtained details of completed tax assessments, demands issued by tax authorities, orders/notices received in this regard from the management.
We held discussions with management to understand their assessment of the quantification and likelihood of significant exposures and the provision required for specific cases.
We obtained confirmation from management’s expert on ongoing litigations along with risk assessment. We have evaluated the competences, capabilities and objectivity of the management’s expert and obtained an understanding of the scope of work and the terms of engagement.
We involved our tax specialists to obtain and evaluate management’s assessment of the likely outcome and potential exposures arising from all significant contingencies and considered the requirements of any provisions and related disclosures.
We also assessed the disclosures in the standalone Ind AS financial statements for compliance with disclosure requirements under the accounting standards.

Impairment of Investments in Subsidiaries (as described in Note 6 of the standalone Ind AS financial statements)

As at March 31, 2019, the carrying value of investment in subsidiaries in the standalone Ind AS balance sheet amounts to Rs. 12,384 lakhs, which is assessed for impairment.

The management assesses annually the existence of impairment indicators of shareholdings in subsidiaries, in compliance with its strategy of managing legal entities within the group and, in case of occurrence or annually, these assets are subject to impairment test.

During the current year, an impairment assessment was carried out by the Company by comparing the carrying value of these investments to their recoverable amount to determine whether an impairment was required to be recognized.

Our audit procedures included the following amongst others:

We evaluated the Company’s internal controls over its annual impairment test.
We have evaluated the competences, capabilities and objectivity of the management’s expert and obtained an understanding of the scope of work and the terms of engagement.
We assessed Company’s valuation methodology applied, assumptions around the key drivers of the cash flow forecasts including, discount rates applied, projected revenue growth rates and terminal growth rates used.

Mindteck 2018–19 Annual Report 65 Standalone Financial Statements

For the above impairment testing, basis valuation conducted by an external valuation specialist (‘management’s expert’), value in use has been determined by forecasting and discounting future cash flows which has been reviewed and approved by Audit Committee / Board of Directors of the Company. Furthermore, the value in use is highly sensitive to changes in some of the inputs used for forecasting the future cash flows. Further, the determination of the recoverable amount of the investments involved significant judgment due to inherent uncertainty in the assumptions supporting the recoverable amount of these investments.

We discussed potential changes in key drivers as compared to previous year / actual performance, relevant market data, inputs and assumptions used to support projected future performance.
We also assessed the recoverable value headroom by performing sensitivity testing of key assumptions used.
We tested the arithmetical accuracy of the model.
We also assessed the disclosures in the standalone Ind AS financial statements for compliance with disclosure requirements under the accounting standards.

Accordingly, the impairment of investments was determined to be a key audit matter in our audit of the standalone Ind AS financial statements.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report and Corporate Governance Report, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our

Mindteck 2018–19 Annual Report Standalone Financial Statements

opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
As required by Section 143(3) of the Act, we report that:
a. We have sought and 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;
c. The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
e. On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
g. In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements – Refer Note 32(A) to the standalone Ind AS financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

==> picture [100 x 30] intentionally omitted <==

per Rajeev Kumar Partner Membership number: 213803

Place: Bengaluru Date : May 28, 2019

Mindteck 2018–19 Annual Report 67 Standalone Financial Statements

Annexure 1 to the Independent Auditor’s Report of even date on the Standalone Ind AS Financial Statements of Mindteck (India) Limited Statement on the matters specified in paragraph 3 and 4 of the Companies (Auditor’s Report) Order, 2016 (“the Order”)

(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.
b. Property, plant and equipment have been physically verified by the management during the year and no material discrepancies were identified on such verification.
c. According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment/investment property are held in the name of the Company.
(ii) The Company’s business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the Order are not applicable to the Company.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (“the Act”). Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given by the management, the Company has complied with the provisions of section 185 and 186 of the Act in respect of grant of loans to directors including entities in which they are interested and in respect of loans and advances given, making investments and providing guarantees and securities, as applicable.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under Section 148(1) of the Act for the services of the Company.
(vii) a. Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in remittance of provident fund, employees’ state insurance, professional tax, goods and services tax and serious delays in remittance of withholding taxes in few cases.
b. According to the information and explanations given by the management, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, duty of customs, duty of excise, value added tax, goods and services tax, cess and other statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. Also, refer Note 32(B) of the standalone Ind AS financial statements.
c. According to the information and explanations given to us, there are no dues of income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and services tax and cess which have not been deposited on account of any dispute, except the following:

Name of the Statute Nature of the Dues Disputed amount (Rs. in Lakhs) Amount paid/refund adjusted under protest Period to which the amount relates (Assessment Year) Forum where dispute ispending	Name of the Statute Nature of the Dues Disputed amount (Rs. in Lakhs) Amount paid/refund adjusted under protest Period to which the amount relates (Assessment Year) Forum where dispute ispending
Income Tax Act, 1961 Income tax	26.26 - 2006-07 Deputy Commissioner of Income Tax
	234.10 168.07 2010-11 Deputy Commissioner of Income Tax/ Transfer PricingOffcer
	34.38 - 2012-13 Deputy Commissioner of Income Tax

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government or dues to debenture holders.
(ix) According to the information and explanations given by the management, the Company has not raised any money by the way of initial public offer/further public offer (including debt instruments) and term loans during the year. Hence,

reporting under clause 3(ix) of the Order is not applicable to the Company and hence, not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Standalone Ind AS Financial Statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

Mindteck 2018–19 Annual Report Standalone Financial Statements

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and the details have been disclosed in the notes to the Standalone Ind AS Financial Statements, as required by the applicable accounting standards.
(xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in section 192 of the Act.
(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

==> picture [100 x 30] intentionally omitted <==

per Rajeev Kumar

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

Annexure 2 to the Independent Auditor’s Report of even date on the Standalone Ind AS Financial Statements of Mindteck (India) Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Mindteck (India) Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these standalone Ind AS financial statements based on our

Partner Membership number: 213803

Place: Bengaluru Date: May 28, 2019

audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone Ind AS financial statements.

Mindteck 2018–19 Annual Report Standalone Financial Statements

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Ind AS Financial Statements

A company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting with reference to these standalone Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Ind AS Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to

these standalone Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone Ind AS financial statements and such internal financial controls over financial reporting with reference to these standalone Ind AS financial statements were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

==> picture [100 x 30] intentionally omitted <==

per Rajeev Kumar Partner Membership number: 213803

Place: Bengaluru Date : May 28, 2019

Mindteck 2018–19 Annual Report Standalone Financial Statements

Standalone Balance Sheet as at March 31, 2019

Standalone Balance Sheet as at March 31, 2019
All amounts in	Rs. lakhs unless otherwise stated
Notes As at March 31, 2019 ASSETS Non-current assets Property,plant and equipment 3 281 Investmentproperty 4 68 Intangible assets 5 957 Financial assets Investments 6 12,384 Loans 7 650 Other fnancial assets 8 89 Deferred tax assets (net) 37 202 Income tax assets (net) 9 951 Other non-current assets 10 37 15,619 Current assets Financial assets Investments 11 1,351 Trade receivable 12 2,598 Cash and cash equivalents 13 285 Other bank balances 13 36 Loans 14 151 Other fnancial assets 15 743 Other current assets 16 523 5,687 Total assets 21,306	As at March 31, 2018
	256
	70
	606

	12,369
	617
	27
	287
	671
	297
	15,200

	810
	1,895
	953
	346
	183
	654
	276
	5,117
	20,317

Mindteck 2018–19 Annual Report Standalone Financial Statements

Standalone Balance Sheet as at March 31, 2019 (Contd.)

	All amounts in	Rs. lakhs unless otherwise stated
Notes	As at March 31, 2019 2,562 15,981 18,543 20 14 977 1,011 - 197 942 22 202 117 272 1,752 2,763 21,306	As at March 31, 2018
EQUITY AND LIABILITIES EQUITY Equityshare capital 17		2,562
Other equity 18		15,434
		17,996
LIABILITIES Non-current liabilities *Financial liabilities* Other fnancial liabilities 19		19
Other non-current liabilities 20		29
Provisions 21		658
		706
Current liabilities *Financial liabilities* Borrowings 22
		1
Tradepayables
(a) total outstanding dues of micro enterprises and small enterprises; and 23		1
(b) total outstanding dues of creditors other than micro enterprises and small enterprises 23		560
Other fnancial liabilities 24		33
Provisions 25		482
Income tax liabilities (net) 9		239
Other current liabilities 26		299
		1,615
Total liabilities		2,321
Total equity and liabilities		20,317
Corporate information and signifcant accounting policies 1 & 2

The accompanying notes are an integral part of the standalone financial statements

As per our report of even date

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm registration number: 101049W/E300004

per Rajeev Kumar Partner Membership number: 213803

for and on behalf of the Board of Directors of Mindteck (India) Limited

Yusuf Lanewala Sanjeev Kathpalia Chairman Managing Director and CEO DIN - 01770426 DIN - 05257060

Chairman

Jagdish Malkani Director DIN - 00326173

Place: Bengaluru Date: May 28, 2019

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Shivarama Adiga S

Place: Bengaluru Date: May 28, 2019

Mindteck 2018–19 Annual Report Standalone Financial Statements

Standalone Statement of Profit and Loss for the year ended March 31, 2019

	All amounts in Rs. lakhs unless otherwise stated	All amounts in Rs. lakhs unless otherwise stated
Notes INCOME Revenue from operations 27 Other income 28 Total income EXPENSES Cost of technical sub-contractors Employee benefts expense 29 Finance costs 30 Depreciation and amortization expense 3, 4 & 5 Other expenses 31 Total expenses Proft before tax Tax expense (net): 37 Current tax Tax relatingto earlieryears Deferred tax charge/(credit) Total tax expense Proft for the year Other comprehensive income (OCI), net of tax Items that will not be reclassifed subsequently to proft or loss Re-measurement gain/(loss) on defned beneft plan Income tax relating to items that will not be reclassed to proft or loss Other comprehensive income for theyear (net of taxes) Total comprehensive income for theyear Earning per share (equity shares, par value Rs. 10 each) (March 31, 2018: Rs. 10 each) 34 Basic (in Rs.) Diluted (in Rs.)	Year ended March 31, 2019 10,763 245 11,008 267 6,563 64 174 2,913 9,981 1,027 215 28 65 308 719 71 (20) 51 770 2.81 2.80	Year ended March 31,2018
		8,842
		190
		9,032

		114
		6,165
		22
		115
		2,188
		8,604

		428

		329
		-
		(92)
		237
		191

		(13) 4
		(9)

		182
		0.75
		0.71
Corporate information and signifcant accounting policies 1 & 2

The accompanying notes are an integral part of the standalone financial statements

As per our report of even date

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm registration number: 101049W/E300004

per Rajeev Kumar Partner Membership number: 213803

for and on behalf of the Board of Directors of Mindteck (India) Limited

Sanjeev Kathpalia Jagdish Malkani Managing Director and CEO Director DIN - 05257060 DIN - 00326173

Yusuf Lanewala

Chairman

DIN - 01770426

Place: Bengaluru Date: May 28, 2019

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Shivarama Adiga S

Place: Bengaluru Date: May 28, 2019

Mindteck 2018–19 Annual Report Standalone Financial Statements

Standalone Statement of Changes in Equity for the year ended March 31, 2019

A. Equity share capital	All amounts in Rs. lakhs unless otherwise stated	All amounts in Rs. lakhs unless otherwise stated
Particulars	Number Amount
Balance as at April 01, 2017	2,53,83,895 2,538
Changes in equityshare capital duringtheyear: 2017-18	2,38,003 24
Balance as at March 31, 2018	2,56,21,898 2,562
Changes in equityshare capital duringtheyear: 2018-19	- -
Balance as at March 31, 2019	2,56,21,898 2,562
B. Other equity	All amounts in Rs. lakhs unless otherwise stated
Particulars Share application money pending allotment Balance as at April 01, 2017 76	Reserves & Surplus Capital reserve Securities premium Retained earnings Employee stock options reserve 357 10,408 4,364 135	Total other equity
		15,340
Add: Proft for theyear - Less: Changes in remeasurement of defned beneft plan through other comprehensive income, net of taxes - Less: Cash dividend - Less: Dividend distribution tax - Add/(less): Additions during the year on exercise of employee stock options - Add/(less): Transfer to retained earnings in the expiry or lapse of employee stock options after vesting - Add/(less): Allotment of shares (48) Add: Employee share-based expense (refer Note no. 41) - Balance as at March 31, 2018 28 Add: Proft for theyear - Add: Changes in remeasurement of defned beneft plan through other comprehensive income, net of taxes - Less: Cash dividend - Less: Dividend distribution tax - Add/ (less): Additions during the year on exercise of employee stock options - Add/ (less): Transfer to retained earnings in the expiry or lapse of employee stock options after vesting - Add: Employee share-based expense (refer Note no. 41) - Balance as at March 31, 2019 28	- - 191 - - - (9) - - - (254) - - - (52) - - 68 - (26) - - 19 (19) - 41 - - - - - 182 357 10,518 4,259 272 - - 719 - - - 51 - - - (256) - - - (52) - - - - - - - 23 (23) - - - 85 357 10,518 4,744 334	191
		(9)
		(254)
		(52)
		42
		-
		(6)
		182
		15,434
		719
		51
		(256)
		(52)
		-
		-
		85
		15,981

Corporate information and significant accounting policies (refer Note no. 1 & 2)

The accompanying notes are an integral part of the standalone financial statements

As per our report of even date

For S.R. Batliboi & Associates LLP

Chartered Accountants

for and on behalf of the Board of Directors of Mindteck (India) Limited

ICAI Firm registration number: 101049W/E300004

per Rajeev Kumar Partner Membership number: 213803

Yusuf Lanewala Sanjeev Kathpalia Chairman Managing Director and CEO DIN - 01770426 DIN - 05257060

Chairman

Jagdish Malkani Director DIN - 00326173

Place: Bengaluru Date: May 28, 2019

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Shivarama Adiga S

Place: Bengaluru Date: May 28, 2019

Mindteck 2018–19 Annual Report Standalone Financial Statements

Standalone Statement of Cash Flows for the year ended March 31, 2019

Standalone Statement of Cash Flows for the year ended March 31, 2019	Standalone Statement of Cash Flows for the year ended March 31, 2019
All amounts in Rs. lakhs unless otherwise stated
Year ended March 31, 2019 Operating activities Proft before taxation 1,027 Adjustments to reconcileproft before tax to net cash flows: Depreciation and amortization expense 174 Provision for doubtful allowance - Provision for doubtful debts (29) Provision for doubtful input credit receivable - Finance costs 46 Interest income (80) Unrealised exchange differences 10 Loss on sale of assets - Share basedpayment expenses 80 Rental income (1) Rent expense 4 Fair valuegain on mutual funds (15) Changes in operatingassets and liabilities: (Increase) in trade receivables (661) (Increase) in loans and advances and other assets (79) Increase in current liabilities andprovisions 124 Net cash from operating activities before taxes 600 Income taxespaid (646) Net cash from/ (used in) operating activities (46) Investing activities Purchase of property, plant and equipment, intangible assets and capital work-in-progress (147) Interest income received 82 Movement in fxed deposits and other bank balances 247 Investment in Subsidiaries (15) Investment in mutual funds (5069) Proceeds from sale of mutual funds 4596 Net cash used in investing activities (306)	Year ended March 31,2018
	428

	115
	(4)
	77
	79
	5
	(132)
	(10)
	1
	161
	(1)
	4
	(7)
	-
	(489)
	(75)
	318

	470
	(456)
	14

	(246)
	128
	(337)
	-
	(1000)
	197
	(1258)

Mindteck 2018–19 Annual Report Standalone Financial Statements

Standalone Statement of Cash Flows for the year ended March 31, 2019 (Contd.)

Standalone Statement of Cash Flows for the year ended March 31, 2019 (Contd.)	Standalone Statement of Cash Flows for the year ended March 31, 2019 (Contd.)
All amounts in Rs. lakhs unless otherwise stated
Year ended March 31, 2019 Financing activities Issue of share capital - Movement in workingcapital loans (net) (1) Finance costpaid - Dividendspaid (includingdistribution tax) (315) Net cash used in fnancing activities (316) Net decrease in cash and cash equivalents (668) Cash and cash equivalents at the beginningof theyear 953 Cash and cash equivalents at the end of theyear (refer Note no. 13) 285	Year ended March 31,2018
	59
	(99)
	(1)
	(300)
	(341)
	(1,585)

	2,538
	953

Corporate information and significant accounting policies (refer Note no. 1 & 2)

The accompanying notes are an integral part of the standalone financial statements

As per our report of even date

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm registration number: 101049W/E300004

per Rajeev Kumar Partner Membership number: 213803

for and on behalf of the Board of Directors of Mindteck (India) Limited

Yusuf Lanewala Sanjeev Kathpalia Jagdish Malkani Chairman Managing Director and CEO Director DIN - 01770426 DIN - 05257060 DIN - 00326173

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Place: Bengaluru Place: Bengaluru Date: May 28, 2019 Date: May 28, 2019

Mindteck 2018–19 Annual Report Standalone Financial Statements

Notes to Standalone Financial Statements for the year ended March 31, 2019

1. Corporate information

Mindteck (India) Limited (‘Mindteck’ or ‘the Company’), a public limited company incorporated in the year 1991 and is engaged in the business of rendering engineering and IT services to customers across various industry verticals in specific service horizontals. Mindteck’s core offerings are in Product Engineering, Application Software, Electronic Design, Testing and Enterprise Business services.

In the Product Engineering space, Mindteck renders Electronic Design, Firmware and Software in key vertical areas of Life Sciences and Analytical Instruments, Semiconductor Fab Equipment, Medical Instruments and in the high-end Storage Products segment. The Enterprise Business services line provides services in the areas of support and maintenance of enterprise-wide applications. Application Software services are centered around providing solutions to independent software vendors in the Banking and Financial Services Industry (BFSI) space and a broad range of services for custom Application Development, Application Management, Re-engineering, Validation and Verification across the spectrum.

The Company also provides offshore-based employee resourcing, marketing and pre-sales support and other services to its subsidiaries.

Mindteck has its registered office in Bengaluru, India and is headquartered in Bengaluru with a branch office in Kolkata, Mumbai. The software development centers in Bengaluru and Kolkata are 100% Export Oriented Units (‘EOU’) set up under the Software Technology Parks of India (STPI) Scheme of the Government of India.

Mindteck has subsidiaries (including step-down subsidiaries) in the United States of America, Canada, Singapore, Philippines, Malaysia, Bahrain, United Kingdom, Netherlands, Germany and India. Mindteck is listed in India on the Bombay Stock Exchange and National Stock Exchange.

These standalone financial statements for the year ended March 31, 2019 are approved by the Board of Directors on May 28, 2019.

2. Basis of Preparation and significant accounting policies: 2.1. Basis of preparation:

The standalone financial statements of the Company have been prepared and presented in accordance with accounting principles generally accepted in India including Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III).

These standalone financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained further in the accounting policies below.

certain financial assets and liabilities that is measured at fair value/amortized cost,
defined benefit plans - plan assets measured at fair value
Employee stock option contracts – measured at grant date fair value, and
Investment property – fair value for disclosure purpose

The standalone financial statements are presented in Rs. (‘₹’) and all the values are rounded off to the nearest lakhs (Rs. 00,000) except when otherwise indicated.

2.2. Summary of significant accounting policies
a. Current versus non-current classification
- The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.

An asset is treated as current when it is:

Expected to be realized in normal operating cycle or within twelve months after the reporting period
Held primarily for the purpose of trading,
Expected to be realized within twelve months after the reporting period, or
Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle,
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Company classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company has identified period of twelve months as its operating cycle.

b. Significant accounting judgements, estimates and assumptions

The preparation of the Company’s standalone financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, the accompanying

Mindteck 2018–19 Annual Report Standalone Financial Statements

disclosures, and the disclosure of contingent assets and contingent liabilities on the date of the standalone financial statements and the reported amounts of revenues and expenses for the year reported. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and future periods are affected.

Key source of estimation of uncertainty as at the date of standalone financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of the following:

Revenue recognition:

The Company uses the percentage of completion method in accounting for revenue from implementation and customization projects. Use of the percentage of completion method requires the Company to estimate the efforts to date as a proportion of the total efforts. Efforts have been used to measure progress towards completion as there is a direct relationship between input and productivity. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the year in which such losses become probable based on the expected contract estimates at the reporting date.

Employee stock options plan:

The Company initially measures the cost of equitysettled transactions with employees using Black Scholes model to determine the fair value of the liability incurred. Estimating fair value for sharebased payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note no. 41.

Defined benefit plans (gratuity and other employee benefits):

The Company’s obligation on account of gratuity and compensated absences is determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its longterm nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate

discount rate, the management considers the interest rates of government bonds in currencies consistent with the currencies of the postemployment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in note no. 38.

Determination of applicability of Appendix A of Service Concession Arrangement (‘SCA’), under Ind AS - 11 ‘Construction contracts’):

The Company has entered into concession arrangement in relation to smart/IT based parking system with government/ statutory body under Public Private Partnership model. The arrangement gives Company right to design, construct, install and maintain the smart parking system. Management has evaluated the arrangement and concluded that Appendix A of Service Concession Arrangement (‘SCA’), under Ind AS - 11 ‘Construction contracts’) applies. Refer note no. 42.

Fair value measurement of financial instruments:

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer note no. 43 for further disclosures.

Impairment of non-financial assets:

Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted cash flow (“DCF”) model. The cash flows are derived from the budget for future years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested.

Mindteck 2018–19 Annual Report Standalone Financial Statements

The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

Impairment of financial assets:

The Company assesses impairment of financial assets (‘Financial instruments’) and recognizes expected credit losses in accordance with Ind AS 109. Also, refer note no. 2(d).

The Company assesses for impairment of investment in subsidiaries. Impairment exists when there is a diminution in value of the investment and the recoverable value of such investment is lower than the carrying value of such investment.

c. Fair value measurement:

The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

d. Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i. Financial assets:

Initial recognition and measurement:

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through Profit and Loss, transaction costs that are attributable to the acquisition of the financial asset.

In the principal market for the asset or liability - or

Subsequent measurement:

In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For purposes of subsequent measurement, financial assets are classified in three broad categories:

Debt instruments assets at amortized cost
Financial assets at fair value through Other Comprehensive Income (“OCI”) (FVTOCI)
Financial assets at fair value through Profit and Loss (FVTPL)
Equity instruments measured at fair value through other comprehensive income (FVTOCI)

When assets are measured at fair value, gains and losses are either recognized entirely in the standalone statement of Profit and Loss (i.e. fair value through Profit and Loss), or recognized in other comprehensive income (i.e. fair value through other comprehensive income).

Debt instruments at amortized cost:

A Debt instrument is measured at amortized cost (net of any write down for impairment) if both the following conditions are met:

the asset is held to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its fair value changes), and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding.

Such financial assets are subsequently measured

Mindteck 2018–19 Annual Report 79 Standalone Financial Statements

at amortized cost using the effective interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the standalone statement of Profit and Loss. The losses arising from impairment are recognized in the standalone statement of Profit and Loss.

Financial assets at fair value through OCI (FVTOCI): A financial asset that meets the following two conditions is measured at fair value through OCI unless the asset is designated at fair value through Profit and Loss under fair value option.

The financial asset is held both to collect contractual cash flows and to sell.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in OCI. However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the Profit and Loss. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Financial assets at fair value through Profit and Loss (‘FVTPL’):

FVTPL is a residual category for Company’s investment instruments. Any instruments which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

All investments (except investment in subsidiary) included within the FVTPL category are measured at fair value with all changes recognized in the standalone statement of Profit and Loss.

In addition, the Company may elect to designate an instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency.

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognized when:

The rights to receive cash flows from the asset have expired, or
Based on above evaluation, either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflect the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets:

The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 (‘Financial instruments’) requires expected credit losses to be measured through a loss allowance. The Company recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

ii. Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through Profit and Loss or at amortized cost, as appropriate.

Derecognition:

When the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; it evaluates if and to what extent it has retained the risks and rewards of ownership.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

The Company’s financial liabilities include trade payables, lease obligations, and other payables.

Mindteck 2018–19 Annual Report Standalone Financial Statements

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at amortized cost

After initial recognition, interest-bearing loans and borrowings and other payables are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in Profit and Loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the standalone statement of Profit and Loss.

Derecognition:

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the standalone statement of Profit and Loss.

the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

e. Property, plant and equipment:

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant if the recognition criteria are met.

Capital work in progress is stated at cost. Capital work-in-progress comprises of expenditure incurred for construction of leasehold improvements. The cost comprises purchase price, borrowing costs if capitalization criteria are met, directly attributable cost of bringing the plant and equipment to its working condition for the intended use and cost of replacing part of the plant and equipment.

Property, plant and equipment are eliminated from financial statements, either on disposal or when retired from active use. Losses arising in case of retirement of Property, Plant and equipment and gains or losses arising from disposal of property, plant and equipment are recognized in standalone statement of Profit and Loss in the year of occurrence.

f. Depreciation and amortization:

iii. Offsetting of financial instruments:

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

iv. Reclassification of financial assets:

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from

Depreciation on property, plant and equipment with finite useful lives is calculated on a straightline basis over the useful lives of the assets estimated by the management. These rates are based on evaluation of useful life estimated by the management supported by internal technical evaluation.

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year and adjusted prospectively, if appropriate. The range of useful lives of the property, plant and equipment are as follows:

Property, plant and equipment	Useful lives estimated by the management (years)
Furniture and fxtures	5years
Computer and Printers	3years
Offce equipment	5years
Motor Car	5years

Leasehold improvements are amortized over the period of lease term or the estimated useful life of assets, whichever is shorter.

Mindteck 2018–19 Annual Report Standalone Financial Statements

g. Investment property:

i. Recognition and measurement:

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services or for administrative purposes. Upon initial recognition, an investment property is measured at cost. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment losses (if any).

Initial direct costs incurred by the Company in negotiating and arranging an operating lease are added to the carrying amount of the respective Investment property and are amortized over the lease term on the same basis as the lease income.

ii. Depreciation:

Depreciation on Investment Properties is provided on the straight-line method as per the useful life estimated by the management.

The estimated useful life of building classified as an investment property is 58 years.

h. Intangible assets:

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any.

Intangible assets are amortized on a straight-line basis over the estimated useful economic life. The Company uses a rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use. If the persuasive evidence exists to the affect that useful life of an intangible asset exceeds ten years, the Company amortizes the intangible asset over the best estimate of its useful life. Such intangible assets and intangible assets not yet available for use are tested for impairment annually, either individually or at the cash-generating unit level. All other intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired.

The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly. If there has been a significant change in the expected pattern of economic benefits from the asset, the amortization method is changed to reflect the changed pattern and are treated as changes in accounting estimates.

The estimated useful lives of the amortizable intangible assets are as follows:

Category	Useful life
Computer software	3years
Service concession arrange- ments	10 years

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the standalone statement of Profit and Loss when the asset is derecognized.

i. Impairment of non-financial assets:

Non-financial assets including Property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs.

If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized in the standalone statement of Profit and Loss.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the standalone statement of Profit and Loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

j. Leases:

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets,

Mindteck 2018–19 Annual Report Standalone Financial Statements

even if that right is not explicitly specified in an arrangement.

Company as a lessee:

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease. An operating lease is a lease other than a finance lease.

Operating lease payments are recognized as an expense in the standalone statement of Profit and Loss on a straight line basis unless the lease escalations are linked to inflation, in such a case the lease expense is recognized as per the terms of the lease arrangement.

the cumulative catch-up transition method, applied to contracts that were not completed as at April 1, 2018. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The following is a summary of new and /or revised accounting policies related to revenue recognition.

The application of Ind AS 115 did not have significant impact on the financial statements.

Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expect to receive in exchange for those services.

The following specific recognition criteria must also be met before revenue is recognized:

Company as a lessor:

In the case of investment property which is given under operating lease, operating lease receipts are recognized as other income in the standalone statement of Profit and Loss on a straight-line basis.

k. Equity investments in Subsidiary: Investments in subsidiaries are classified as noncurrent investments. The Company has availed the option available in Ind AS 27 to carry its investment in subsidiaries at cost. Impairment recognized, if any, is reduced from the carrying value.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the standalone statement of Profit and Loss.

l. Revenue recognition:

The Company derives its revenues from software and IT-enabled service including services provided to related parties.

Ind AS 115 was issued on 28 March 2018 and supersedes Ind AS 11 Construction Contracts and Ind AS 18 Revenue and it applies, with limited exceptions, to all revenue arising from contracts with its customers. Ind AS 115 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

Ind AS 115 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the standard requires extensive disclosures.

Effective April 1, 2018, the Company adopted Ind AS 115 “Revenue from Contracts with Customers” using

Revenue from software services provided on a timeand-material basis is recognized upon performance of services and at the agreed contractual rates. Revenue from fixed price contracts is recognized over the period of the contracts using the percentage completion method determined by relating the actual cost incurred to date to the estimated total cost of the contract.

Revenue from implementation service under concession arrangement are recognized in line with Appendix D of Service Concession Arrangement (‘SCA’), under Ind AS - 115 ‘Revenue from contracts with customers’.

In case of multiple element arrangements for sale of software license, related implementation and maintenance services, the Company has applied the guidance in Ind AS 115, by applying the revenue recognition criteria for each distinct performance obligation. The arrangements generally meet the criteria for considering the sale of software license, related implementation and maintain services as distinct performance obligation. For allocating the consideration, the Company has measured the revenue in respect of each distinct performance obligation of a transaction at its standalone selling price, in accordance with principles given in Ind AS 115. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In cases where the Company is unable to determine the standalone selling price, the Company has used a residual method to allocate the arrangement consideration. In these cases, the balance of the consideration, after allocating the standalone selling price of undelivered components of a transaction has been allocated to the delivered components for which specific standalone selling price do not exist.

Mindteck 2018–19 Annual Report Standalone Financial Statements

assets represent revenues in excess of amounts billed to clients as at the balance sheet date. ‘Unearned revenue’ included in the current liabilities represent billings in excess of revenues recognized.

The Company collects goods and services tax and other taxes as applicable in the respective tax jurisdictions where the Company operates, on behalf of the government and therefore it is not an economic benefit flowing to the Company. Hence, it is excluded from revenue.

The intangible assets model recognizes the asset to the extent of cost incurred or to be incurred (including certain obligations arising out the arrangement) towards getting the right to charge users of the public service. The intangible asset is amortized over the concession period i.e. 10 years, from the date they are available for use.

An asset carried under concession arrangements is derecognized on disposal or when no future economic benefits are expected from its future use or disposal.

ii. Other income:

Dividend income is recognized when the Company’s right to receive dividend is established, which is generally when shareholders approve the dividend.

Interest income is recognized as it accrues in the standalone statement of Profit and Loss using effective interest rate method.

Rental Income from investment property is recognized as part of other income in the standalone statement of Profit or Loss on a straight-line basis over the term of the lease except where the rentals are structured to increase in line with expected general inflation. Lease incentives granted are recognized as an integral part of the total rental income, over the term of lease.

iii. Service concession arrangements (SCA):

The Company implement or upgrades infrastructure (implementation or upgrade services) used to provide the smart/IT-based parking service and maintains that infrastructure (operation service) for a specified period of time. This arrangement may include infrastructure used in a service concession arrangement for its entire useful life.

Under Appendix D – Service Concession Arrangements to Ind AS 115 –Revenue from contracts with customers, the arrangement is accounted for based on the nature of the consideration. The intangible asset model is used to the extent that the operator receives a right (i.e. a concessionaire) to charge users of the public service. The financial model is used when the operator has an unconditional contract¬ual right to receive cash or other financial assets from or at the direction of the grantor for the construction/implementation service. When the unconditional right to receive cash covers only part of the service, the two models are combined to account separately for each component. If the operator performs more than one service (i.e. construction, implementation, upgrade services and operation services) under a single contract or arrangement, consideration received or receivable is allocated by reference to the relative fair values of the service delivered, when the amount are separately identifiable.

The Company recognizes a financial asset to the extent that it has an unconditional right to receive cash or another financial asset from or at the direction of the grantor.

m. Foreign currencies:

i. Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii. Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or other similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value was determined.

iii. Exchange differences

Exchange differences arising on the settlement of monetary items or on reporting monetary items of Company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise except those arising from investments in non-integral operations.

The Company’s standalone financial statements are presented in Rs. The Company determines the functional currency as Rs. on the basis of primary economic environment in which the entity operates.

n. Taxes :

Tax expense comprises of current and deferred tax.

Current income tax:

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for that period. The tax rates

Mindteck 2018–19 Annual Report Standalone Financial Statements

and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognized outside Profit and Loss is recognized outside Profit and Loss (either in other comprehensive income or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Tax liability under Minimum Alternate Tax (“MAT”) is considered as current tax. MAT entitlement is considered as deferred tax.

Minimum Alternative Tax (“MAT”) credit is recognized as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period.

Deferred tax:

Deferred tax is provided using the liability method on temporary differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future

Deferred tax assets are recognized for all deductible temporary differences and the carry forward of any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilized, except:

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
In respect of deductible temporary differences associated with investments in subsidiaries deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside Profit and Loss is recognized outside Profit and Loss (either in OCI or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

o. Provision and contingencies:
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the standalone statement of Profit and Loss.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting obligations under a contract exceed the economic benefits expected to be received, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.

Mindteck 2018–19 Annual Report Standalone Financial Statements

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Company; or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements.

A contingent asset is disclosed, where an inflow of economic benefits is probable.

p. Earnings per share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

q. Employee stock compensation cost :

Employees (including senior executives) of the Company receive remuneration in the form of share-based payments in form of employee stock options, whereby employees render services as consideration for equity instruments (equitysettled transactions).

The Company measures compensation cost relating to employee stock options plans using the fair valuation method in accordance with Ind AS 102, Share-Based Payment.

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using the Black Scholes valuation model. That cost is recognized in employee benefits expense, together with a corresponding increase in Stock Option Outstanding reserves in equity, over the vesting period of the option in which the performance and/ or service conditions are fulfilled in a graded manner. The cumulative expense recognized for equitysettled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired (net of forfeitures) and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit for a period represents the movement in

cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.

Service and non-market performance conditions are not taken into account when det ermining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met.

r. Segment reporting :

In accordance with Ind AS 108 - Operating segments, segment information has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is given in these standalone financial statements.

s. Retirement and other employee benefits Employee benefits include provident fund, ESI, gratuity and compensated absences.

Defined contribution plans:

Contributions payable to recognized provident funds, ESI which are defined contribution schemes, are charged to the standalone statement of Profit and Loss.

Defined benefit plans:

Gratuity, which is a defined benefit plan, is accrued based on an independent actuarial valuation, which is done based on project unit credit method as at the balance sheet date. The Company recognizes the net obligation of a defined benefit plan in its balance sheet as an asset or liability. Gains and losses through re-measurements of the net defined benefit liability/ (asset) are recognized in other comprehensive income. In accordance with Ind AS, re-measurement gains and losses on defined benefit plans recognized in OCI are not to be subsequently reclassified to the standalone statement of Profit and Loss. As required under Ind AS compliant Schedule III, the Company transfers it immediately to “surplus/ (deficit) in the statement of Profit and Loss”.

The Company has an employees’ gratuity fund managed by the Life Insurance Corporation of India (LIC). Provision for gratuity liabilities, pending remittance to the fund, is carried in the balance sheet.

Short-term employee benefits:

Short-term employee benefits expected to be

Mindteck 2018–19 Annual Report Standalone Financial Statements

paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. Compensated absences, which are expected to be utilized within the next 12 months, are treated as short-term employee benefits. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

Long-term employee benefits:

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employees render the related services are treated as long-term employee benefits for measurement purpose. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year end, less the fair value of the plan assets out of which the obligations are expected to be settled. Actuarial gains/losses are immediately taken to the standalone statement of Profit and Loss and are not deferred.

The Company presents the entire compensated absences balance as a current liability in the balance sheet since it does not have an unconditional right to defer its settlement for twelve months after the reporting date.

t. Cash and cash equivalents:

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value are unrestricted for withdrawal and usage.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and shortterm deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

u. Statement of cash flow:

Cash flows are reported using the indirect method, whereby profit/(loss) for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

v. Corporate Social Rresponsibility (CSR) expenditure:

CSR expense is recognized as it is incurred by the Company or when the Company has entered into any legal or constructive obligation for incurring such an expense.

Mindteck 2018–19 Annual Report Standalone Financial Statements

NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2019

3. Property, plant and equipment						Amount	in Rs. lakhs
Particulars	Computer equipment	Offce equipment	Furniture and fxtures	Vehicles	Leasehold improvement	Total	Capital work in progress
Cost

As at April 01, 2017 (Deemed Cost)	98	72	14	3	-	187	37
Additions	11	65	8	-	130	214	-
Disposals / Adjustments	-	(2)	(10)	-	-	(12)	-
Transfer from capital work in progress	-	-	-	-	37	37	(37)
As at March 31, 2018	109	135	12	3	167	426	-

Additions	68	32	8	-	7	115	-
Disposals / Adjustments	-	-	-	-	-	-	-
Transfer from capital work-in
progress	-	-	-	-	-	-	-
As at March 31, 2019	177	167	20	3	174	541	-

Accumulated depreciation
As at April 01, 2017	73	22	7	3	-	105	-
Charge for theyear	19	31	5	-	21	76	-
Disposals / Adjustments	-	(2)	(9)	-	-	(11)	-
As at March 31, 2018	92	51	3	3	21	170	-

Charge for theyear	20	31	3	-	36	90	-
Disposals / Adjustments	-	-	-	-	-	-	-
As at March 31, 2019	112	82	6	3	57	260	-

Net block as at March 31, 2018	17	84	9	-	146	256	-
Net block as at March 31, 2019	65	85	14	-	117	281	-

Mindteck 2018–19 Annual Report Standalone Financial Statements

4. Investmentproperty	Amount in Rs. lakhs
Particulars	Building - Assetgiven under operating lease
Cost
As at April 01, 2017	73
Additions	-
As at March 31, 2018	73
Additions	-
As at March 31, 2019	73

Accumulated depreciation
As at April 01, 2017	2
Charge for theyear	1
As at March 31, 2018	3

Charge for theyear	2
As at March 31, 2019	5

Net block as at March 31, 2018	70
Net block as at March 31, 2019	68

Information regarding income and expenditure of Investmentproperty	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Rental income derived from investmentproperty 25 Less: Direct operating expenses from property that generated rental income (includingrepairs and maintenance) - Less: Direct operating expenses from property that did not generate rental income (includingrepairs and maintenance) 1 Proft arising from investment properties before depreciation and indirect expenses 24 Less: Depreciation (2) Proft arising from investment property before indirect expenses 22	Year ended March 31, 2018
	26
	-
	1
	25
	(2)
	24

Determination of fair values

Description of valuation techniques used and key inputs to valuation on investment properties:

Particulars Valuation technique	Signifcant unobservable inputs	Range (weighted average)	Range (weighted average)
Investment properties Market Approach	Area of subject unit (sq. ft.) Adopted market rent per sq.ft.per month Derived unit rate (per sq.ft.) Estimated rental value (per sq. ft.) Discount rate	March 31, 2019 3,001 68 11,000 Rs. 65 - 70 7.25%	March 31, 2018
			3,001
			68
			11,000
			Rs. 65 - 70
			7.50%

The fair value of investment property has been determined by independent professional valuers. The independent professional valuers have appropriate recognised professional qualifications and recent experience in the location and category of the properties being valued.

The independent professional valuers have considered valuation techniques including direct comparison method, capitalisation approach and discounted cash flows in arriving at the fair value

as at the reporting date. These valuation methods involve certain estimates. The management has exercised its judgement and is satisfied that the valuation methods and estimates are reflective of the current market conditions.

The direct comparison method involves the analysis of comparable sales of similar properties and adjusting the sale prices to that reflective of the investment properties. The capitalisation approach capitalises an income stream into a

Mindteck 2018–19 Annual Report Standalone Financial Statements

present value using a market-corroborated capitalisation rate. The discounted cash flows method involves the estimation of an income stream over a period and discounting the income stream with an expected internal rate of return and terminal yield. The valuation model considers the present value of net cash flows to be generated from the property, taking into account the expected rental growth rate, vacant periods, occupancy rate, lease incentive costs such as rent-free periods and other costs not paid by tenants. The expected cash flows are discounted using risk-adjusted discount rates. Among other factors, the discount rate estimation considers the quality of a building and its location (prime vs secondary), tenant credit quality and lease terms.

Significant increases/(decreases) in estimated rental value and rent growth per annum in isolation would result in a significantly higher/(lower) fair value of the properties. Significant increases/(decreases) in long-term vacancy rate and discount rate (and exit yield) in isolation would result in a significantly lower/ (higher) fair value.

All resulting fair value estimates for investment properties are included in level 3.

Reconciliation of fair value	Amount in Rs. lakhs
Particulars	Amount
Opening balance as at April 01, 2017	324
Fair value differences	6
Closing balance as at March 31, 2018	330
Fair value differences	8
Closing balance as at March 31, 2019	338

5. Intangible assets


5. Intangible assets			Amount in Rs. lakhs
		Service concession
Particulars	Computer software	arrangement	Total
Intangible Assets:
Cost
As at April 01, 2017 (Deemed Cost)	98	-	98
Additions	7	572	579
As at March 31, 2018	105	572	677

Additions/Adjustment	4	430	434
As at March 31, 2019	109	1,002	1,111

Accumulated depreciation
As at April 01, 2017	34	-	34
Charge for theyear	28	9	37
As at March 31, 2018	62	9	71

Charge for theyear	22	61	83
As at March 31, 2019	84	70	154

Net block as at March 31, 2018	43	563	606
Net block as at March 31, 2019	25	932	957

Mindteck 2018–19 Annual Report Standalone Financial Statements

6. Investments - Non-current


6. Investments - Non-current	Amount in Rs. lakhs
Particulars As at March 31, 2019 Investments - Non-current Un-quoted equity instruments at cost, Investment in equity instruments- subsidiaries 13,000 (March 31, 2018: 13,000) equity shares of USD 1 par value of Mindteck Inc, USA, fully paid 9,365 500 (March 31, 2018: 500) equity shares of BHD 100 par value of Mindteck Middle East SPC, Bahrain, fully paid 18 250,000 (March 31, 2018: 250,000) equity shares of MYR 1 par value of Mindteck Software Malaysia SDN. BHD, fully paid 33 1,310,500 (March 31, 2018: 13,10,500) equity shares of SGD 1 par value of Mindteck Singapore Pte Ltd., fully paid 851 968,408 (March 31, 2018: 968,408) equity shares of GBP 1 par value of Mindteck UK Limited, fully paid 153 2 (March 31, 2018: 2) equity shares of USD 1 par value of Chendle Holdings Limited, fully paid 1,954 100,000 (March 31, 2018: Nil) equity shares of Rs. 10 par value of Hitech ParkingSolutions Pvt. Ltd., fully paid 10 Total 12,384 Aggregate amount of unquoted investments in subsidiaries 12,384	As at March 31, 2018

	9,362
	18
	32
	851
	152
	1,954
	-
	12,369
	12,369

a. On March 14, 2018, Hitech Parking Solutions Private Limited (Hitech) was incorporated as a subsidiary of the Company. b. Also refer Note no. 41(h)

7. Loans - Non-current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unsecured, considered good Security deposits 249 Advances to related party (refer note 39) 401 Unsecured, Credit Impaired Security deposits 50 Provision for doubtful deposits (50) Total 650	As at March 31, 2018
	216 401

	50
	(50)
	617
8. Other fnancial assets - Non-current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Fixed deposits with bank with original maturityof more than 12 months 89 Total 89*	As at March 31, 2018
	27
	27

*Represents restricted bank balances of Rs. 89 lakhs (March 31, 2018: Rs. 27 lakhs). The restrictions are primarily on account of bank balances held as margin money deposits against guarantees.

9. Taxes


9. Taxes	Amount in Rs. lakhs
Particulars As at March 31, 2019 Income tax assets (net) - Non-current 951 Income tax liabilities (net) - Current 117	As at March 31, 2018
	671
	239
Also, refer to Note no. 37 for further details. 10. Other non-current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Taxespaid underprotest - Prepaid expense 37 Total 37	As at April 01, 2018
	249
	48
	297

Mindteck 2018–19 Annual Report Standalone Financial Statements

11. Investments - Current

Amount in Rs. lakhs

11. Investments - Current	Amount in Rs. lakhs
Particulars As at March 31, 2019 Quoted mutual funds measured at fair value through statement ofproft and loss 1,888.70 Units (March 31, 2018 - Nil) in AXIS TreasuryAdvantage Fund - Growth 39 346473.889 Units (March 31, 2018 - Nil) in ICICI MoneyMarket Fund -Drt Growth 901 148570.138 Units (March 31, 2018 - Nil) in ICICI Liquid fund-DPgrowth 411 Nil Units (March 31, 2018 - 660,044.223) in HSBC Low Duration Fund - Growth - Nil Units (March 31, 2018 - 10,407.427) in AXIS Advantage Fund - Growth - Nil Units (March 31, 2018 - 20,069.901) in AXIS Liquid Fund - DailyDividend - Nil Units (March 31, 2018 - 1,071,593.138) in AXIS Short Term Fund - Growth - Nil Units (March 31, 2018 - 38,911.729) in ICICI Prudential savings Fund - Direct Plan- Growth - Total 1,351 Aggregate book value ofquoted investments in mutual funds 1,351 Aggregate market value ofquoted investments in mutual funds 1,351	As at April 01, 2018

	-
	-
	-
	101
	201
	201
	202
	105
	810
	810
	810
12. Trade receivables - Current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unsecured, carried at amortized cost *Consideredgood* Other than relatedparties 1,569 Relatedparties (refer Note no. 39) 1,029 *Considered doubtful* 75 Less: Provision for doubtful debts and loss allowance (75) Total 2,598	As at April 01, 2018


	1,034
	861
	104 (104)
	1,895

No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Further, there are no trade or other receivables due from firms or private companies in which any director is a partner, a director or a member. Trade receivables are non-interest bearing and are generally on terms of 30 to 120 days.

13. Cash and cash equivalents - Current assets


13. Cash and cash equivalents - Current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019	As at March 31, 2018 2 448 503 953 332 14 346 1,299
Cash on hand 8
Balances with banks in current accounts 135
in fxed deposits with original maturityfor less than three months 142
285
Other bank balances - Current assets Balances with banks Fixed deposits with original maturity> 3 months but less than 12 months 29
Unpaid dividend account 7
36
Total 321

Cash and cash equivalents as at March 31, 2019 and March 31, 2018 include restricted cash and bank balances of Rs. 36 lakhs and Rs. 346 lakhs respectively. The restrictions are primarly on account of bank balances held as margin money deposits against guarantees and balances held in unpaid dividend bank accounts.

Mindteck 2018–19 Annual Report Standalone Financial Statements

Changes in liabilities arising from fnancing activities:		Amount in Rs. lakhs
Particulars As at April 01, 2018 Borrowings 1 Total liabilities from fnancing activities 1	Cash flows	As at March 31, 2019
	(1)	-
	(1)	-
Changes in liabilities arising from fnancing activities:		Amount in Rs. lakhs
Particulars As at April 01, 2017 Borrowings 101 Total liabilities from fnancing activities 101	Cash flows	As at March 31, 2018
	(100)	1
	(100)	1
14. Loans - Current assets		Amount in Rs. lakhs
Particulars	As at March 31, 2019 37 114 151	As at April 01, 2018
Unsecured, consideredgood
Securitydeposits		61
Recoverable from relatedparties (refer note 39)		122
Total		183
15. Other fnancial assets - Current assets		Amount in Rs. lakhs
Particulars	As at March 31, 2019 160 531 2 50 743 2,598 285 36 89 160 531 2 50 249 401 37 114 4,552	As at March 31, 2018
Unsecured, consideredgood
Claimable expenses		176
Unbilled revenue		391
Accrued interest		4
Employee advances		83
Total		654
Break up of fnancial assets carried at amortized cost: Trade receivable (current) (Note no. 12)		1,895
Cash and cash equivalents (current) (Note no. 13)		953
Other bank balances (current) (Note no. 13)		346
Fixed deposits with bank with original maturity of more than 12 months (Note no. 8)		27
Claimable expenses (current) (Note no. 15)		176
Unbilled revenue (current) (Note no. 15)		391
Accrued interest (current) (Note no. 15)		4
Employee advances (current) (Note no. 15)		83
Securitydeposits (non-current) (Note no. 7)		216
Advances to relatedparty(non-current) (Note no. 7)		401
Securitydeposits (current) (Note no. 14)		61
Advances to relatedparty(current) (Note no. 14)		122
Total		4,675

Mindteck 2018–19 Annual Report Standalone Financial Statements

16. Other current assets


16. Other current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Advances recoverable in cash or kind 46 Balances withgovernment authorities 460 Less: Provision for doubtful input credit receivable (79) Net balance withgovernment authorities 381 Prepaid expenses 96 Total 523*	As at March 31, 2018
	12 261
	(79)
	182
	82
	276

Represents amount of service tax input credit receivable

17. Equity	Amount in Rs. lakhs
Particulars As at March 31, 2019 Authorised capital Equity shares 28,000,000 (March 31, 2018: 28,000,000) equityshares of Rs 10 each 2,800 Preference shares 500 500,000 (March 31, 2018: 500,000) cumulative, non-convertible, redeemablepreference shares of Rs 100 each Issued, subscribed and paid-up share capital 25,621,898 (March 31, 2018: 25,621,898) equity shares of Rs 10 each 2,562 2,562	As at March 31, 2018

	2,800

	500

	2,562
	2,562

Notes:

a. Deconsolidation of the Mindteck Employees Welfare Trust (‘Trust’)

Effective January 01, 2015, the Trust was deconsolidated subsequent to the SEBI (Share Based Employee Benefits) Regulations, issued on October 28, 2014.

b. On April 01, 2008, the Company acquired 100% equity in its fellow subsidiary Chendle Holdings Limited, BVI (‘Chendle Holdings’) including its wholly owned subsidiary Primetech Solutions Inc., USA at an agreed valuation of USD 6,600,000 (approximately Rs 264,664,741) and the purchase consideration was agreed to be settled by a fresh issue of the equity shares of the Company to the shareholders of Chendle Holdings. The issue of equity shares to discharge the

purchase consideration has been recorded at a price of Rs 73.54 per equity share, being the fair value of the equity shares issued as per the valuation carried out by the independent valuer.

Of the total purchase consideration payable, 38,579 equity shares (March 31, 2018) have been reserved for allotment to certain shareholders of Chendle Holdings, subject to the furnishing of Permanent Account Number (‘PAN’) and other requirements by these shareholders. The submission of PAN is a pre-requisite to complete the allotment of shares. The Company is in the process of following up with the shareholders of Chendle Holdings to obtain the PAN and upon receiving the PAN, the Company would allot the remaining shares to these shareholders.

c. Reconciliation of the number of equity shares outstanding at the beginning and at the end of the year is as given below:

Particulars	As at March 31, 2019 No. of shares Amount (Rs. in Lakhs) 2,56,21,898 2,562 2,56,21,898 2,562	As at March 31, 2018
		No. of shares Amount (Rs. in Lakhs)
Outstandingat the beginningof theyear		2,53,83,895 2,538
Add: Additions during the year on exercise of employee stock options		1,73,704 18
Add: Shares issued to shareholders of Chendle Holdings (refer Note no. 17(b))*		64,299 6
Outstanding at the end of theyear		2,56,21,898 2,562

Represents shares issued for consideration other than cash or kind

Mindteck 2018–19 Annual Report Standalone Financial Statements

d. Terms/rights attached to equity and preference shares

The Company has two class of shares referred to as equity shares having a par value of Rs 10 and cumulative, nonconvertible, redeemable preference shares having a par value of Rs 100. Each holder of the equity share, as reflected in the records of the Company as of the date of the shareholders meeting, is entitled to one vote in respect of each share held for all matters submitted to vote in the shareholders meeting.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts. However, no such preferential amounts exists currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

e. Equity shares held by holding company and subsidiary of holding company is given below:

Name of the shareholder	As at March 31, 2019 No. of shares % 16,431,604 64.13%	As at March 31, 2018
		No. of shares %
Embtech Holdings Limited		16,431,604 64.13%

f. Equity shareholders holding more than 5 percent shares in the Company:

Name of the shareholder	As at March 31, 2019 No. of shares % 16,431,604 64.13% 1,390,569 5.43%	As at March 31, 2018
		No. of shares %
Embtech Holdings Limited		16,431,604 64.13%
First Asian Investments S.A		1,390,569 5.43%

g. The Company has not allotted any fully paid up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date.

h. Shares reserved for issue

Terms attached to stock options granted to employees are described in Note no. 41 regarding share based payments. Also, refer Note no. 17(b) above.

18. Other Equity


18. Other Equity	Amount in Rs. lakhs
Particulars As at March 31, 2019 Capital reserve 357 Securitiespremium 10,518 Retained earnings 4,744 Other component of equity (Share application money pendingallotment) 28 Employee stock option reserve 334 Total 15,981	As at March 31, 2018
	357
	10,518
	4,259
	28
	272
	15,434
Notes:

i. Capital reserve

The Company has in the past created capital reserve in accordance with the provisions of the Act.

ii. Securities premium

Security premium is used to record the premium received on issue of shares. It is utilized in accordance with the provisions of the Companies Act, 2013.

iii. Employee stock option reserve account

The Company has established various equity settled share based payment plans for certain categories of employees of the Company and subsidiaries. Refer Note no. 41 for further details on these plans.

Mindteck 2018–19 Annual Report Standalone Financial Statements

iv. Distribution made and proposed


iv. Distribution made andproposed		Amount in Rs. lakhs
	As at	As at
Particulars	March 31, 2019	March 31, 2018
Cash dividends on equity shares declared andpaid
Final dividend	256	254
Dividend Distribution Tax (DDT)	52	52
Total	308	306
Dividendproposed
Final dividend	256	256
Dividend Distribution Tax	52	52
Total	308	308
On May 28, 2019, the Board of Directors of the Company proposed fnal dividend of Re. 1 per equity share for the year ended March 31, 2019.
The total dividend payable amounting to Rs. 308 lakhs (including dividend distribution tax) is not recognised as a liability as at March 31, 2019.
19. Other non-current fnancial liabilities		Amount in Rs. lakhs


iv. Distribution made andproposed	Amount in Rs. lakhs
Particulars As at March 31, 2019 Cash dividends on equity shares declared andpaid	As at March 31, 2018

Final dividend 256	254
Dividend Distribution Tax (DDT) 52 Total 308 Dividendproposed	52
	306

Final dividend 256	256
Dividend Distribution Tax 52 Total 308	52
	308
On May 28, 2019, the Board of Directors of the Company proposed fnal dividend of Re. 1 per equity share for the year ended March 31, 2019. The total dividend payable amounting to Rs. 308 lakhs (including dividend distribution tax) is not recognised as a liability as at March 31, 2019.
19. Other non-current fnancial liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Rental deposit 20 Total 20	As at March 31, 2018
	19
	19
20. Other non-current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Deferred lease rental income - Rent equalization reserve 14 Total 14	As at March 31, 2018
	1
	28
	29
21. Provision - Non- current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Provisions for employees benefts Provision for Gratuity(refer Note no.38) 245 Other provisions Provision towards obligation under service concession arrangements 732 Total 977	As at March 31, 2018
	233
	425
	658
22. Borrowings - Current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Loan repayable on demand from banks (Secured) Bank overdraft - Total -	As at March 31, 2018
	1
	1

Note: Bank overdraft carry interest of 10.85 percent per annum, computed on a monthly basis on the actual amount utilized and / or repayable on demand. The bank overdraft is secured by way of first and exclusive charge in all present and future book debts which are lesser than 90 days.

23. Tradepayables - Current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Dues to Micro, Small and Medium Enterprises (refer note below) 197 Payable to relatedparties (refer note 39) 459 Payable to other than relatedparties 483 Total 1,139	As at March 31, 2018
	1
	250
	310
	561
Terms and conditions of the above fnancial liabilities

trade payables are non-interest bearing and are normally settled on 30 - 45 day terms.
for explanations on the Company’s credit risk management, refer to Note no. 44.

Mindteck 2018–19 Annual Report Standalone Financial Statements

The dues to Micro and Small enterprises as defined in “The Micro, Small & Medium Enterprises Development Act, 2006” are as follows:

Particulars As at March 31, 2019 (i) Principal amount remaining unpaid to any supplier as at the end of the accounting year. 197 (ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year. - (iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed dayduringeach accounting year. - (iv) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without addingthe interest specifed under the MSMED Act 2006. - (v) The amount of interest accrued and remaining unpaid at the end of the accounting year. - (vi) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid. - 24. Other fnancial liabilities	As at March 31, 2018
	1
	- -
	-
	-
	-
	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unpaid dividend 7 Employee related liabilities 15 Total 22 Break up of fnancial liabilities carried at amortized cost: Rental deposit (non-current) (Note no. 19) 20 Borrowings (current) (Note no. 22) - Tradepayables (current) (Note no. 23) 1,139 Unpaid dividend (current) (Note no. 24) 7 Employee related liabilities (current) (Note no. 24) 15 Total 1,181	As at March 31, 2018
	14
	19
	33
	19
	1
	561
	14
	19
	614
25. Provisions - Current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Provision for compensated absences 95 Provision towards obligation under service concession arrangements 39 Otherprovision 68 Total 202	As at March 31, 2018
	90
	59
	333
	482
26. Other current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unearned income 40 Capital creditors 43 Statutorydues 176 Rent equalization reserve 13 Total 272	As at March 31, 2018
	114
	3
	168
	14
	299
27. Revenue from operations	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Sale of services 10,763 Total 10,763	Year ended March 31, 2018 8,842 8,842

Mindteck 2018–19 Annual Report Standalone Financial Statements

Disaggregated revenue information
Particulars Year ended March 31, 2019	Year ended March 31, 2018
Revenue by contract type - Fixed Price 1,541 - Time and material 9,222 Total 10,763	434 8,408 8,842
28. Other income	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Finance income (includes interest income on deposits for year ended March 31, 2019: Rs. 49 lakhs; March 31, 2018: Rs.115 lakhs) 80 Rental income 25 Fair value gain on mutual fund at fair value through Proft and loss statement 15 Foreign exchangegain, net 80 Gain on sale of investments in mutual funds, net 38 Other non-operatingincome 7 Total 245	Year ended March 31, 2018 132 26 7 10 3 12 190
29. Employee benefts expense	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Salaries and wages 5,975 Contribution toprovident and other funds 256 Staff welfare expenses 166 Gratuity(refer note 38) 86 Share-basedpayment expense (refer Note no. 41) 80 Total 6,563	Year ended March 31, 2018
	5,562
	244
	120
	78
	161
	6,165
30. Finance costs	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Interest expense and bank charges 18	Year ended March 31, 2018
	18
Other Finance Charges 46 Total 64	4
	22

Mindteck 2018–19 Annual Report Standalone Financial Statements

31. Other expenses	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Rent 413 Hiringcharges 67 Directors sittingfees 26 Travel expenses 212 Power and fuel 154 Communication expenses 62 Professional charges 169 Repairs and maintenance -Buildings 1 -Others 128 Project supplyand services 1,223 Rates and taxes 48 Insurance 18 Remuneration to auditors (refer Note no. 33) 41 Membershipand subscription 60 Printingand stationery 13 Recruitment expenses 78 Provision for doubtful debts (net) and loss allowance (29) Contribution towards corporate social responsibility (Refer Note 36) 18 Loss on sale/disposal ofproperty,plant and equipment, net - Bad-Debt written off 65 Provision for doubtful input credit receivable - Miscellaneous expenses 146 Total 2,913	Year ended March 31, 2018
	485
	57
	27
	263
	145
	43
	171

	-
	132
	401
	65
	17
	45
	26
	9
	62
	77
	27
	1
	-
	79
	56
	2,188
32. Contingent liabilities and commitments	Amount in Rs. lakhs
(A) Particulars As at March 31, 2019 (i) Income tax matters: The Company is involved in certain tax disputes pertaining to transfer pricing and other adjustments which are pending at various forums. Management is confdent that the Company has a good case to defend as such cases are not tenable and no liability is expected in this regard. (a) in relation to AY: 2006-07 and AY: 2010-11 387 (b) in relation to AY: 2006-07, AY: 2009-10, AY: 2010-11 and AY: 2012-13 - (ii) Company has utilised bank guarantee facilities against the bank guarantees provided to Customers, Customs and Excise Departments for Software Technology Park of India (STPI) bondingfacilities. 276	As at March 31, 2018 - 860 514

(B) The Supreme Court of India in a judgment on Provident Fund (PF) dated February 28, 2019 addressed the principle for determining salary components that form part of Basic Salary for individuals below a prescribed salary threshold. The Company determined that they had not previously included some such components in Basic Salary. There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a matter of caution, the Company evaluated its provision on a prospective basis from the date of the SC order and concluded it to be insignificant. The Company will update its provision, on receiving further clarity on the subject.

Mindteck 2018–19 Annual Report Standalone Financial Statements

33. Auditors’ remuneration


33. Auditors’ remuneration	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 As auditor Audit fees 29 Tax audit fees 1 Other certifcation services 5 Reimbursement of expenses 6 Total 41	Year ended March 31, 2018
	36
	3
	4
	2
	45

Notes:

a) Remuneration for the year ended March 31, 2018 includes Rs. 9 lakhs paid to the predecessor auditor.

34. Earnings per share

The following table sets forth the computation of basic and diluted earnings per share:

34. Earnings per share
The followingtable sets forth the computation of basic and diluted earningsper share:	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Netproft for theyear attributable to equityholders 719 Earningsper share, basic (in Rs.) 2.81 Earningsper share, diluted (in Rs.) 2.80	Year ended March 31, 2018
	191
	0.75
	0.71

35. Operating leases

35. Operating leases
The Company leases offce under operating lease arrangements. Lease rental expense for offce facilities aregiven below:	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Cancellable 143 Non-cancellable 270 Total 413	Year ended March 31, 2018
	215
	270
	485

The future minimum lease rental payable under non-cancellable operating leases in aggregate are as follows:	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Not later than oneyear 283 Later than oneyear and not later than fveyears 284 Total 567	Year ended March 31, 2018
	283
	567
	850

36. Expenditure on corporate social responsibility activities


36. Expenditure on corporate social responsibility activities	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 a.Gross amount required to be spent by the Companyduringtheyear 17 b.Amount spent during the year ending on March 31, 2019: In Cash Yet to be paid in the cash i) construction acquistion of anyasset - - ii) on thepurpose other than (i) above 18 - c.Amount spent during the year ending on March 31, 2018: In Cash Yet to be paid in the cash i) construction acquistion of anyasset - - ii) on thepurpose other than (i) above 27 -	Year ended March 31, 2018
	26
	Total -
	18
	Total -
	27

Mindteck 2018–19 Annual Report Standalone Financial Statements

100

37. Income tax

Income tax expense in the statement of profit and loss consists of:

37. Income tax
Income tax expense in the statement ofproft and loss consists of:	Amount in Rs. lakhs
Statement ofproft or loss Year ended March 31, 2019 Current tax 215 Deferred tax credit 65 Income tax expense related to currentyear 280 Tax relatingto Earlieryears 28 Income tax expense reported in the statement of proft or loss 308 Income tax recognised in other comprehensive income - Tax arising on income and expense recognised in other comprehensive income (20) Total (20)	Year ended March 31, 2018
	329
	(92)
	237
	-
	237 4
	4

The reconciliation between the provision of income tax of the Company and amounts computed by applying the Indian income tax rate to profit before taxes is as follows:

	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Proft before tax 1,027 Enacted income tax rate in India 27.82% Computed expected tax expense 286 Effect of: Tax effect on changes in enacted tax rate to 27.82% - Non-deductible expenses for taxpurpose 45 Others (51) Total income tax expense 280	Year ended March 31, 2018
	428
	33.06% 142
	54 22
	19
	237

Deferred tax

Deferred tax
Deferred tax relates to the following:			Amount in Rs. lakhs
Particulars	Balance sheet		Statement of proft and loss and other comprehensive income
	As at March 31, 2019 (188) 44 26 68 252 202	As at March 31, 2018 27 43 27 65 125 287	Year ended March 31, 2019 (215) 1 (1) 3 127 (85)	Year ended March 31, 2018
Property, plant and equipment and intangible assets				3
Provision for doubtful debts, loss allowance and deposits				24
Compensated absences				(1)
Gratuity				5
Others				65
Deferred tax assets (net)				96

38. Employee benefits

A. Gratuity

The Company offers Gratuity benefits to employees, a defined benefit plan, Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure @15 days of last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following tables set out the funded status of the gratuity plan and the amount recognized in the Company’s financial statements as at and for the year ended March 31, 2019 and March 31, 2018:

Mindteck 2018–19 Annual Report Standalone Financial Statements

101

	Amount in Rs. lakhs
Particulars As at March 31, 2019 Change in beneft obligations Beneft obligations at the beginning 301 Service cost 63 Interest expense 24 Actuarial loss/ (gain) due to change in fnancial assumptions (47) Actuarial loss/ (gain) due to experience adjustments (25) Beneftspaid (32) Beneft obligations at the end 284 Change in plan assets Fair value ofplan assets at the beginning 68 Contribution 3 Interest income 5 Administration Expenses (4) Return on plan assets excluding amounts included in interest income (1) Beneftspaid (32) Fair value ofplan assets at the end 398 Reconciliation of fair value of assets and defned beneft obligations Present value of obligation as at the end of theyear 284 Fair value ofplan assets as at the end of theyear 39 Amount recognised in the Balance Sheet 245	As at March 31, 2018
	258
	61
	20
	(6)
	16
	(48)
	301

	76
	40
	7
	(4)
	(3)
	(48)
	68


	301
	68
	233
Year ended March 31, 2019 Expense recognised in proft or loss Current service cost 63 Interest expense 24 Interest income (5) Administrative expenses 4 86 Remeasurement gain/(loss) recognised in other comprehensive income Actuarial loss/ (gain) due to change in fnancial assumptions 47 Actuarial loss/ (gain) due to experience adjustments 25 Return on plan assets excluding amounts included in interest income (1) 71	Year ended March 31, 2018
	61
	20
	(7)
	4
	78

	6
	(16)
	(3)
	(13)

Mindteck 2018–19 Annual Report Standalone Financial Statements

102

	Amount in Rs. lakhs
Particulars As at March 31, 2019 Fiveyearpay-outs Year 1 53 Year 2 45 Year 3 41 Year 4 39 Year 5 38 After 5th Year 197 Actuarial assumptions Discount rate 7.30% Salary growth rate 7.00% Attrition rate 20.00% Retirement age 58years	As at March 31, 2018

	49
	42
	42
	40
	38
	247


	7.20%
	10.00%
	20.00%
	58years

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

		Amount in Rs. lakhs	Amount in Rs. lakhs
Particulars	Year ended March 31, 2019 Increase Decrease (12) 13 14 (13) (3) 3	Year ended March 31, 2018
	Increase (12) 14 (3)	Increase (14) 16 (7)	Decrease
Discount rate (1% movement)			15
Salary growth rate (1% movement)			(15)
Attrition rate (1% movement)			8

The Company’s Gratuity Fund is managed by Life Insurance Corporation of India (LIC). The plan assets under the fund are deposited under approved securities.

The expected rate of return on assets is based on the expectation of the average long term rate of return on investment of the fund, during the estimated term of obligation.

The expected contribution in next year is Nil (March 31, 2018: Nil).

The obligations are measured at the present value of estimated future cash flows by using a discount rate that is determined with reference to the market yields at the Balance Sheet date on Government Bonds which is consistent with the estimated terms of the obligation.

The estimate of future salary increase, considered in the actuarial valuation, takes account of inflation, security, promotion and other relevant factors such as supply and demand in the employment market.

Mindteck 2018–19 Annual Report Standalone Financial Statements

103

B. Contribution to provident fund

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit

and Loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to Rs. 252 lakhs (March 31, 2018: Rs. 241 lakhs).

39. Related party disclosures

(i) Names of related parties and description of relationship:

A. Enterprises who exercise Control

Transcompany Ltd., British Virgin Islands (BVI) - Ultimate holding company

Embtech Holdings Ltd., Mauritius - Holding company

B. Enterprises where control exists - Subsidiaries (including step down subsidiaries)

Mindteck, Inc., USA (formerly Infotech Consulting, Inc.)

Mindteck Software Malaysia SDN. BHD, Malaysia Mindteck Middle East Limited SPC, Kingdom of Bahrain Mindteck (UK) Limited, United Kingdom Mindteck Singapore Pte. Limited, Singapore Mindteck Solutions Philippines, Inc. Mindteck Netherlands BV, Netherlands Mindteck Germany GmbH, Germany Chendle Holdings Ltd, BVI Mindteck Canada, Inc., Canada w.e.f January 10, 2018 Hitech Parking Solutions Private Limited w.e.f. March 14, 2018

C. Enterprises where control exists - Other than subsidiaries

Mindteck Employees Welfare Trust

D. Key management personnel

Meenaz Dhanani	Non- Executive Director (Appointed with effect from June 16, 2017)
Sanjeev Kathpalia	Managing Director and Chief Executive Offcer
Narayan A. Menon	Independent director (Deceased on December 11, 2017)
Jagdish Malkani	Independent director
Javed Gaya	Independent director (Resigned with effect from April 03, 2018)
Guhan Subramaniam	Independent director
Prochie Mukherji	Independent director
Satish Menon	Independent director (Appointed with effect from May 14, 2018)
Subhash Bhushan Dhar	Independent director (Appointed with effect from May 29, 2018)
Yusuf Lanewala	Chairman (Appointed with effect from April 01, 2017)
Anand Balakrishnan	Chief Financial Offcer (Resigned from the position with effect from July 21, 2017)
Prashanth Idgunji	Chief Financial Offcer (Appointed with effect from November 08, 2017)
Shivarama Adiga S.	Company Secretary

Mindteck 2018–19 Annual Report Standalone Financial Statements

104

(ii) Relatedparty transactions: Particulars Year ended March 31, 2019 a. Income from software and IT-enabled services: Mindteck, Inc., USA 3,856 Mindteck (UK) Limited 1,408 Mindteck Singapore Pte. Limited 284 Mindteck Middle East Limited SPC 18 Mindteck Software Malaysia SDN. BHD 121 Mindteck GermanyGmbH 146 Total 5,833 b. Cost of technical sub-contractors: Mindteck Inc., USA 58 Mindteck Singapore Pte. Limited 2 Total 60 c. Recovery of expenses from: Mindteck, Inc., USA 116 Mindteck (UK) Limited 85 Mindteck Singapore Pte. Limited 14 Mindteck Middle East Limited SPC 1 Mindteck Software Malaysia SDN. BHD 13 Mindteck GermanyGmbH 9 Total 238 d. Reimbursement of expenses to: Mindteck, Inc., USA 1 Mindteck (UK) Limited 2 Mindteck Singapore Pte. Limited 23 Mindteck Software Malaysia SDN. BHD 1 Total 27 e. Investment made in form of capital contribution: Hitech ParkingSolutions Private Limited 10 Total 10 f. Transactions with the key management persons for the year ended are as follows: Compensation of keymanagementpersonnel of the Company Short-term employee benefts 253 Share-basedpayment transactions 58 Beneftspaid to Non-executive directors/independent directors 26 Total 337*	(ii) Relatedparty transactions: Particulars Year ended March 31, 2019 a. Income from software and IT-enabled services: Mindteck, Inc., USA 3,856 Mindteck (UK) Limited 1,408 Mindteck Singapore Pte. Limited 284 Mindteck Middle East Limited SPC 18 Mindteck Software Malaysia SDN. BHD 121 Mindteck GermanyGmbH 146 Total 5,833 b. Cost of technical sub-contractors: Mindteck Inc., USA 58 Mindteck Singapore Pte. Limited 2 Total 60 c. Recovery of expenses from: Mindteck, Inc., USA 116 Mindteck (UK) Limited 85 Mindteck Singapore Pte. Limited 14 Mindteck Middle East Limited SPC 1 Mindteck Software Malaysia SDN. BHD 13 Mindteck GermanyGmbH 9 Total 238 d. Reimbursement of expenses to: Mindteck, Inc., USA 1 Mindteck (UK) Limited 2 Mindteck Singapore Pte. Limited 23 Mindteck Software Malaysia SDN. BHD 1 Total 27 e. Investment made in form of capital contribution: Hitech ParkingSolutions Private Limited 10 Total 10 f. Transactions with the key management persons for the year ended are as follows: Compensation of keymanagementpersonnel of the Company Short-term employee benefts 253 Share-basedpayment transactions 58 Beneftspaid to Non-executive directors/independent directors 26 Total 337*	Amount in Rs. lakhs
	Particulars Year ended March 31, 2019 Income from software and IT-enabled services: Mindteck, Inc., USA 3,856 Mindteck (UK) Limited 1,408 Mindteck Singapore Pte. Limited 284 Mindteck Middle East Limited SPC 18 Mindteck Software Malaysia SDN. BHD 121 Mindteck GermanyGmbH 146 Total 5,833	Year ended March 31, 2018
		3,922
		1,228
		133
		15
		101
		60
		5,459
	Cost of technical sub-contractors: Mindteck Inc., USA 58 Mindteck Singapore Pte. Limited 2 Total 60
		-
		-
		-
	Recovery of expenses from: Mindteck, Inc., USA 116 Mindteck (UK) Limited 85 Mindteck Singapore Pte. Limited 14 Mindteck Middle East Limited SPC 1 Mindteck Software Malaysia SDN. BHD 13 Mindteck GermanyGmbH 9 Total 238	182
		70
		11
		5
		16
		35
		319
	Reimbursement of expenses to: Mindteck, Inc., USA 1 Mindteck (UK) Limited 2 Mindteck Singapore Pte. Limited 23 Mindteck Software Malaysia SDN. BHD 1 Total 27	-
		21
		59
		-
		80
	Investment made in form of capital contribution: Hitech ParkingSolutions Private Limited 10 Total 10
		-
		-
	Transactions with the key management persons for the year ended are as follows: Compensation of keymanagementpersonnel of the Company Short-term employee benefts 253 Share-basedpayment transactions 58 Beneftspaid to Non-executive directors/independent directors 26 Total 337*
		227
		124
		27
		378

The remuneration to the key managerial personnel does not include the provision/ accruals made on best estimate basis as they are determined for the Company as a whole.

g. Refer to Note no. 41 (h) for grant of stock options to employees of the subsidiary companies.

Mindteck 2018–19 Annual Report Standalone Financial Statements

105

(iii) Amounts outstanding as at balance sheet date:

(iii a. b. c. d. e.	) Amounts outstanding as at balance sheet date:	Amount in Rs. lakhs
	Particulars As at March 31, 2019 Balance due to/due from subsidiaries: Amounts receivable: Mindteck, Inc., USA 421 Mindteck (UK) Limited 121 Mindteck Singapore Pte. Limited 123 Mindteck Software Malaysia SDN. BHD 92 Mindteck Middle East Limited SPC 26 Mindteck GermanyGmbH 246 Total 1,029	As at March 31, 2018

		473
		155
		79
		40
		8
		106
		861
	Financial assets - loans: Mindteck, Inc., USA 16 Mindteck (UK) Limited 25 Mindteck Singapore Pte. Limited 1 Mindteck Middle East Limited SPC 22 Mindteck Software Malaysia SDN. BHD 20 Mindteck GermanyGmbH 30 Total 114	3
		23
		10
		18
		15
		53
		122
	Unbilled revenue: Mindteck GermanyGmbH 11 Mindteck Inc., USA 211 Mindteck Middle East Limited SPC 1 Mindteck Singapore Pte. Limited 23 Mindteck Software Malaysia SDN. BHD 10 Mindteck UK Limited 15 Total 271	7
		155
		-
		2
		-
		113
		277
	Amounts payable: Mindteck, Inc., USA 363 Mindteck (UK) Limited 24 Mindteck Singapore Pte. Limited 71 Mindteck Software Malaysia SDN. BHD 1 Total 459	134
		21
		95
		-
		250
	Loans and advances: Mindteck Employees Welfare Trust 401 Total 401	401
		401

40. Segment information

In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated financial results of the Company and therefore no separate disclosure on segment information is given in these standalone financial results.

41. Employee stock options

As at March 31, 2019, the Company has the following share-based payment arrangements:

a. Employee Share Incentive Scheme 2000

The Company has an Employee Share Incentive Scheme 2000 (‘ESIS 2000’) for the benefit of its employees administered through the Mindteck Employees Welfare Trust (‘The Trust’). The Trust, which was constituted for this purpose, subscribed to 416,000 equity shares renounced in its favour by the Company’s promoters/directors in the Company’s earlier rights issue. These shares are to be distributed amongst the employees, based on the recommendations made by the Company’s Nomination

& Remuneration Committee. No equity shares have been distributed under the ESIS 2000 and therefore, no stock compensation expense has been recorded.

b. Mindteck Employees Stock Option Scheme 2005 (ESOP 2005)

During the year ended March 31, 2006, the Company introduced the ‘Mindteck Employees Option Scheme 2005’ (‘the Option Scheme 2005’) for the benefit of the employees of the Company and its subsidiaries, as approved by the Board of Directors in its meeting

Mindteck 2018–19 Annual Report Standalone Financial Statements

106

held on July 04, 2005 and the shareholders meeting held on July 29, 2005. The Option Scheme 2005 provides for the creation and issue of 500,000 options that would eventually convert into equity shares of Rs 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination and Remuneration Committee of the Board of Directors. The options vest annually in a graded manner over a three year period and are exercisable during a maximum period of 5 years from the date of vesting.

During the year ended March 31, 2019, the Company has granted 24,000 options on May 29, 2018 at an exercise price of Rs. 55.15 per share.

During the year ended March 31, 2018, the Company has granted 9,600 options on May 22, 2017 at an exercise price of Rs. 81.55 per share and 30,900 options on August 08, 2017 at an exercise price of Rs. 71.85 per share.

c. Mindteck Employees Stock Option Scheme 2008 (ESOP 2008)

During the year ended March 31, 2009, the Company introduced ‘Mindteck Employees Stock Option Scheme 2008’ (‘the Option Scheme 2008’) for the benefit of the employees of the Company and its subsidiaries, as approved by the Board of Directors in its meeting held on May 27, 2008 and the shareholders meeting held on July 30, 2008. The Option Scheme 2008 provides for the creation and issue of 1,200,000 options that would eventually convert into equity shares of Rs. 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination and Remuneration Committee of the Board of Directors. The options will vest after the expiry of a period of twelve months from the date on which the options are granted. The vesting term and

the period over which the options are exercisable is to be decided by the Nomination & Remuneration Committee.

During the year ended March 31, 2019, the Company has granted 170,000 options on August 14, 2018 at an exercise price of Rs. 48.70 per share.

During the year ended March 31, 2018, the Company has granted 118,600 options on November 08, 2017 at an exercise price of Rs. 79.65 per share and 193,400 options on February 13, 2018 at an exercise price of Rs.73.60 per share.

d. Mindteck Employees Stock Option Scheme 2014 (ESOP 2014)

During the year ended March 31, 2015, the Company introduced ‘Mindteck Employees Stock Option Scheme 2014’ (‘the Option Scheme 2014’) for the benefit of the employees of the Company and its subsidiaries, as approved by the Board of Directors in its meeting held on May 29, 2014 and the shareholders meeting held on August 14, 2014. The Option Scheme 2014 provides for the creation and issue of 2,500,000 options that would eventually convert into equity shares of Rs. 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination and Remuneration Committee of the Board of Directors. The options will vest after the expiry of a period of twelve months from the date on which the options are granted. The vesting term and the period over which the options are exercisable is to be decided by the Nomination and Remuneration Committee.

During the year ended March 31, 2019, the Company has granted 100,000 options on Feburary 26, 2019 at an exercise price of Rs. 34.70 per share.

During the year ended March 31, 2018, the Company has granted 250,000 options on April 10, 2017 at an exercise price of Rs. 81.30 per share.

Mindteck 2018–19 Annual Report Standalone Financial Statements

107

e. Employees’ Stock Options details as on the balance sheet date are:

Particulars	2018-19 Option (no.) Weighted average exercise price per stock option 1,72,800 68.03 6,73,553 76.37 5,00,000 79.70 24,000 55.15 1,70,000 48.70 1,00,000 34.70 74,200 63.78 2,29,134 74.18 - - - - - - - - 1,22,600 67.10 6,14,419 69.90 6,00,000 73.51 82,600 67.12 2,92,086 74.11 2,50,000 79.17	2018-19 Option (no.) Weighted average exercise price per stock option 1,72,800 68.03 6,73,553 76.37 5,00,000 79.70 24,000 55.15 1,70,000 48.70 1,00,000 34.70 74,200 63.78 2,29,134 74.18 - - - - - - - - 1,22,600 67.10 6,14,419 69.90 6,00,000 73.51 82,600 67.12 2,92,086 74.11 2,50,000 79.17	2017-18	2017-18
	Option (no.) 1,72,800 6,73,553 5,00,000 24,000 1,70,000 1,00,000 74,200 2,29,134 - - - - 1,22,600 6,14,419 6,00,000 82,600 2,92,086 2,50,000		Option (no.) 2,00,100 6,05,624 2,50,000 40,500 3,12,000 2,50,000 57,300 80,867 - 10,500 1,63,204 - 1,72,800 6,73,553 5,00,000 97,400 2,01,020 83,333	Weighted average exercise price per stock option
Options outstanding at the beginning of the year ESOP 2005				71.56
ESOP 2008				65.42
ESOP 2014				78.10
Options granted during the year ESOP 2005				74.15
ESOP 2008				75.90
ESOP 2014				81.30
Cancelled, surrendered or lapsed during the year ESOP 2005				90.25
ESOP 2008				79.13
ESOP 2014				-
Exercised during the year on exercise of employee stock options/ restricted shares+ ESOP 2005				37.64
ESOP 2008				33.45
ESOP 2014				-
Options outstanding at the end of the year ESOP 2005				68.03
ESOP 2008				76.37
ESOP 2014				79.70
Options exercisable at the end of the year ESOP 2005				58.66
ESOP 2008				65.61
ESOP 2014				78.10
+ The weighted average share price at the date of	exercise:
Particulars		2018-19 - - -		2017-18
ESOP 2005				73.47
ESOP 2008				72.63
ESOP 2014				-

f. Details of Weighted average remaining contractual life and range of exercise prices for the options outstanding at the balance sheet date

Particulars	Weighted average remaining contractual life (years) 2018-19 2017-18* 2.0 3.3 3.2 4.6 5.6 6.9	Range of exerciseprices 2018-19 2017-18 13.55 - 92.10 13.55 - 92.10 43.60 - 130.80 43.60 - 130.80 34.70 - 81.30 78.10 - 84.45	Fair value of options granted during theyear	Fair value of options granted during theyear
	2018-19 2.0 3.2 5.6	2018-19 13.55 - 92.10 43.60 - 130.80 34.70 - 81.30	2018-19 28.46 24.12 13.60	2017-18
ESOP 2005				39.18
ESOP 2008				33.96
ESOP 2014				42.37

considering vesting and exercise period

Mindteck 2018–19 Annual Report Standalone Financial Statements

108

g. Fair value methodology

The following table list the inputs to the models used for the three plans for the year ended March 31, 2019 and March 31, 2018, respectively:

respectively:
Particulars		March 31, 2019		March 31, 2018
	ESOP 2005	ESOP 2008	ESOP 2014	ESOP 2005	ESOP 2008	ESOP 2014
Risk-free interest rate	7.99%	7.55%	6.93%	7.89%	7.50%	6.83%
Expected volatility of share	62.30%	62.51%	57.24%	62.60%	62.98%	62.73%
Expected dividend yield	2.07%	2.44%	1.74%	2.13%	2.53%	1.91%
Expected life (years)	4.77	4.55	4.50	4.69	4.59	4.50
Model used	Black scholes	Black scholes	Black scholes	Black scholes	Black scholes	Black scholes

The expected life of stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

h. The expense recognised for employee services received during the year is shown in the following table:

	Amount in Rs. lakhs
Particulars For the year ended March 31, 2019	For the year ended March 31, 2018
Expense arising from equity-settled share-based payment transactions 80	161
Total expense arising from share-basedpayment transactions 80	161

Further, as a part of the above schemes, stock options are also granted to employees of the Company and its subsidiaries. Below is the entity-wise break -up:

Particulars As at March 31, 2019	As at March 31, 2018
Mindteck (UK) Limited 1	-
Mindteck, Inc., USA 3	22
Mindteck Singapore Pte. Ltd -	-
Mindteck Software Malaysia SDN. BHD 1	(1)
Total 5	21

Accordingly, Rs. 5 lakhs (March 31, 2018: Rs. 21 lakhs) is treated as investments made in subsidiaries. Refer Note no. 6.

42. Service concession arrangement (SCA)

a. Significant terms of Service concession arrangement are provided below:

Particulars

Authorisation agreement signed with Municipal Corporation Bhopal (“MCB”)

Nature of the asset recognised under SCA accounting Intangible assets Carrying value as at March 31, 2019 (Rs. in lakhs) Rs. 932 Lakhs (March 31, 2018: Rs. 563 Lakhs) Year when SCA granted FY 2017-18 Concession period 10 years Extension of concession period Not applicable

Work in progress - status

Premature termination Brief description of concession

Phase 1 completed & Phase 2 partially completed (March 31, 2018: Phase 1 completed) Not applicable

The Company has been awarded a contract under Public Private Partnership on July 26, 2017 with Municipal Corporation of Bhopal (MCB) for designing, implementation/ construction, installation, financing, and maintenance of Smart Parking System (SPS).

Mindteck 2018–19 Annual Report Standalone Financial Statements

109

b. Intangible asset under development under SCA

Intangible asset under development under SCA
	Amount in Rs. lakhs
Particulars As at March 31, 2019 OpeningBalance 563 Add: Cost of supplies including proft margin 93 Provision towards obligation under service concession arrangements 337 Less: Amortization for theyear 61 Total 932	As at March 31, 2018
	-
	91 481
	9
	563

43. Financial instruments

The carrying value of financial instruments by categories is as below:

43. Financial instruments The carrying value of fnancial instruments by categories is as below:
	Amount in Rs. lakhs
Particulars As at March 31, 2019 Financial assets - Non-current (measured at amortized cost) Securitydeposits ^ 249 Advances to relatedparty# 401 Fixed deposits bank with original maturity of more than 12 months # 89 Financial assets - Current (measured at fair value through proft & loss) Investments in mutual funds $ 1,351 Financial assets - Current (measured at amortized cost) Trade receivables # 2,598 Cash and cash equivalents # 285 Other bank balances # 36 Employee advances # 50 Securitydeposits ^ 37 Advances to Related Party# 114 Claimable expenses # 160 Unbilled revenue # 531 Accrued interest # 2 Total assets 5,903 Financial liabilities - Non-current (measured at amortized cost) Rental deposit ^ 20 Financial liabilities - Current (measured at amortized cost) # Bank overdraft - Tradepayables 1,139 Unpaid dividend 7 Others 15 Total liabilities 1,181	As at March 31, 2018
	216
	401
	27
	810
	1,895
	953
	346
	83
	61
	122
	176
	391
	4
	5,485
	19
	1
	561
	14
	19
	614

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). $ The carrying value of this account is measured at fair value through profit & loss and are classified as level 1 of fair value hierarchy.

Management has assessed these carrying balances approximates their fair value largely due to the short term maturities/ liquid nature.

^ These balances are determined by using discounted cash flows using discount rate that reflects the issuer’s borrowing rate/ lending rate for the respective financial assets/ liabilities as at the end of the reporting period.

Mindteck 2018–19 Annual Report Standalone Financial Statements

110

44. Financial risk management

The Company has exposure to following risks arising from financial instruments-

credit risk
market risk
interest risk
liquidity risk

Risk management framework

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company’s audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relations to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a. Credit risk

Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is

exposed to credit risk from its operating activities (primarily trade receivables and unbilled revenue) from its financing activities including deposits with banks and financial institutions.

i) Trade and other receivables:

Credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.

The impairment analysis is performed at each reporting date on an individual basis for major customers. In addition, a large number of minor receivables are grouped into homogeneous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security.

Expected credit loss (ECL) assessment for corporate customers as at March 31, 2019 and March 31, 2018

The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (including but not limited to past payment history, security by way of deposits, external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement.

The following table provides information about the exposure to credit risk and expected credit loss for trade receivables and unbilled revenue:

unbilled revenue:
		Amount in Rs. lakhs
Particulars	As at March 31, 2019 Gross amount Provision and loss allowance 3,204 75 3,204 75	As at March 31, 2018
		Gross amount Provision and loss allowance
Trade receivables and unbilled revenue		2,390 104
Total		2,390 104

Reconciliation of provision for doubtful debts and loss allowance:

Reconciliation of provision for doubtful debts and loss allowance:
	Amount in Rs. lakhs
Particulars	Amount
Provision and loss allowance on April 01, 2017	27
Changes inprovision and loss allowance	77
Provision and loss allowance on March 31, 2018	104
Changes inprovision and loss allowance	(29)
Provision and loss allowance on March 31, 2019	75

ii) Other financial assets and deposits with banks:

Credit risk on cash and cash equivalent is limited as (including bank balances, fixed deposits and margin money with banks) the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

b. Market risk

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company’s income and its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

Mindteck 2018–19 Annual Report Standalone Financial Statements

111

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exchange risk arises from its foreign operations, foreign currency revenues and expenses, (primarily in United States Dollars (‘USD’). The Company’s exposure to the risk of changes in foreign

exchange rates relates primarily to the Company’s operating activities. The Company also has exposures to Great Britain Pound (‘GBP’) and Singapore Dollar (‘SGD’).

Unhedged foreign currency exposure

Foreign currency exposures that have not been hedged by derivative instruments or otherwise are as follows:

Particulars	Currency USD GBP BHD EUR MYR SGD USD BHD EUR SGD GBP USD GBP MYR SGD	As at March 31, 2019 Amount in Rs. lakhs 774 115 6 141 30 120 105 1 7 1 1 404 1 1 71	As at March 31, 2018
			Amount in Rs. lakhs
Trade receivables towards services rendered			662
			139
			5
			38
			15
			45
Advances recoverable			60
			-
			48
			3
			11
Trade payables for services availed			157
			1
			1
			95

Sensitivity analysis

Every 1% increase or decrease of the respective foreign currencies compared to functional currency of the Company would cause the profit before tax in proportion to revenue to decrease or increase respectively by 0.08% (profit before exceptional items for the year ended March 31, 2018 by 1.80%).

c. Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily

to its short term borrowings in nature of working capital loans, which carry floating interest rates. Accordingly, the Company’s risk of changes in interest rates relates primarily to the Company’s debt obligations with floating interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant. The impact on entity’s loss before tax due to change in the interest rate/ fair value of financial liabilities are as disclosed below:

Amount in Rs. lakhs

		Amount in Rs. lakhs
Particulars	Year ended March 31, 2019	Year ended March 31, 2018
	Change in interest rate Effect on proft before tax	Change in interest rate Effect on proft before tax
Borrowings	+1% -	+1% (0.02)
	-1% -	-1% 0.02

d. Liquidity risk

Liquidity is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing the liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,

without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is perceived.

Mindteck 2018–19 Annual Report Standalone Financial Statements

112

Exposure to liquidity risk

The table below details the Company’s remaining contractual maturity for its financial liabilities. The contractual cash flows reflect the undiscounted cash flows of financial liabilities

based on the earliest date on which the Company can be required to pay.

	Amount in Rs. lakhs
Particulars Carrying value March 31, 2019 Rental deposit 20 Tradepayables 1,139 Unpaid dividend 7 Others 15 1,181 March 31, 2018 Rental deposit 19 Bank overdraft 1 Tradepayables 561 Unpaid dividend 14 Others 19 614	Contractual cash flows
	Total On demand < 1 Yr >1 Yr
	20 - 20 -
	1,139 - 1,139 -
	7 7 - -
	15 15 - -
	1,181 22 1,159 -
	19 - - 19
	1 - 1 -
	561 - 561 -
	14 14 - -
	19 19 - -
	614 33 562 19

45. Capital management

The Company’s objective is to maintain a strong capital base to ensure sustained growth in business

and to maximise the shareholders value. The capital management focusses to maintain an optimal structure that balances growth and maximizes shareholder value.

The Company’s adjusted net debt to equityratio is analysed as follows:	Amount in Rs. lakhs
Particulars As at March 31, 2019 Total equity attributable to shareholders of the Company(A) 18,543 Total borrowings (B) - Total Capital (C) = (A)+(B) 18,543* Total borrowings as apercentage of total capital (B/C) 0.00% Total equityas apercentage of total capital (A/C) 100.00%	As at March 31, 2018
	17,996
	1
	17,997
	0.01%
	99.99%

*Total borrowings represents bank overdraft.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019 and March 31, 2018.

46. Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.

The Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Amendment Rules, 2017 and Companies (Indian Accounting Standards) Amendment Rules, 2018 amending the following standard:

(i) Ind AS 116, Lease Accounting:

On March 30, 2019, the Ministry of Corporate Affairs notified the Companies (Indian Accounting Standards) Amendment Rules, 2019 containing Ind AS 116 – Leases and related amendments to other Ind ASs. Ind AS 116 replaces Ind AS 17 – Leases and related interpretation and guidance. The standard sets out principles for recognition, measurement, presentation and disclosure of leases for

both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of profit and loss. The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements as per Ind AS 17. Ind AS 116 is effective for annual periods beginning on or after April 1, 2019.

(ii) Ind AS 12 - Appendix C - Uncertainty over Income Tax treatments:

On March 30, 2019, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2019 containing Appendix C to Ind AS 12, Uncertainty over Income Tax treatments which clarifies the application and measurement requirements in Ind AS 12 when there is uncertainty over income

Mindteck 2018–19 Annual Report 113 Standalone Financial Statements

tax treatments. The current and deferred tax asset or liability shall be recognized and measured by applying the requirements in Ind AS 12 based on the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined by applying this appendix. The amendment is effective for annual periods beginning on or after April 1, 2019.

(iii) Amendment to Ind AS 19 - Employee benefits: On March 30, 2019, the Ministry of Corporate Affairs has notified limited amendments to Ind AS 19 – Employee Benefits in connection with accounting for plan amendments, curtailments and settlements. The amendments require an entity to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement and to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling. The amendment will come into force for accounting periods beginning on or after April 1, 2019, though early application is permitted.

owners. Therefore, an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The amendment will come into force for accounting periods beginning on or after April 1, 2019.

The Company is evaluating the effect of the aforementioned on its standalone financial statements.

47. The Company has entered into ‘International transactions’ with ‘Associated Enterprises’ which are subject to Transfer Pricing regulations in India. The Company is in the process of carrying out transfer pricing study for the year ended March 31, 2019 in this regard, to comply with the requirements of the Income Tax Act, 1961. The Management of the Company, is of the opinion that such transactions with Associated Enterprises are at arm’s length and hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the standalone financial statements, particularly on account of tax expense and that of provision for taxation.

(iv) Amendment to Ind AS 12 – ‘Income Taxes’:

On March 30, 2019, the Ministry of Corporate Affairs has notified limited amendments to Ind AS 12 – Income Taxes. The amendments require an entity to recognise the income tax consequences of dividends as defined in Ind AS 109 when it recognises a liability to pay a dividend. The income tax consequences of dividends are linked more directly to past transactions or events that generated distributable profits than to distributions to

As per our report of even date

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

for and on behalf of the Board of Directors of Mindteck (India) Limited

per Rajeev Kumar Yusuf Lanewala Sanjeev Kathpalia Jagdish Malkani Partner Chairman Managing Director and CEO Director Membership number: 213803 DIN - 01770426 DIN - 05257060 DIN - 00326173

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Place: Bengaluru Place: Bengaluru Date: May 28, 2019 Date: May 28, 2019

Mindteck 2018–19 Annual Report Consolidated Financial Statements

114

Independent Auditor’s Report

To the Members of Mindteck (India) Limited

Report on the Audit of the Consolidated Ind AS Financial Statements

Opinion

We have audited the accompanying consolidated Ind AS financial statements of Mindteck (India) Limited (hereinafter referred to as “the Holding Company”), its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) comprising of the consolidated Balance Sheet as at March 31, 2019, the consolidated Statement of Profit and Loss, including other comprehensive income, the consolidated Cash Flow Statement and the consolidated Statement of Changes in Equity for the year then ended, and notes to the consolidated Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated Ind AS financial statements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2019, their consolidated profit including other comprehensive income, their consolidated cash flows and the consolidated statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements’ section of

our report. We are independent of the Group in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the consolidated Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the consolidated Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated Ind AS financial statements.

Key audit matters

How our audit addressed the key audit matter

Service Concession Arrangement (as described in Note 43 of the consolidated Ind AS financial statements)

The gross balance of capital expenditure as at March 31, 2019 is Rs. 1,002 lakhs mainly relating to service concession agreements for maintaining and developing the smart parking system, against which amortization amounting to Rs. 70 lakhs was charged.

The Holding Company had obtained the contract from Bhopal Municipal Corporation (BMC) for implementation of smart parking systems which would be governed by the specific regulations issued by BMC. The revenue from parking is collected by the Holding Company for which rates are determined by the BMC. In lieu of the contract, the Holding Company has to pay authorization fees to BMC over the period of the contract. This arrangement has been treated as ‘Service Concession Arrangements’ as per Appendix D of Ind AS – 115.

Our audit procedures included the following amongst others:

We assessed the assumptions around the application of Appendix D of Ind AS – 115 involving determination of relative fair value of the service delivered, recognition of assets to the extent of cost incurred or to be incurred (including obligations arising out of the arrangement with BMC) towards getting the right to charge users of the public service.
We evaluated the Holding Company’s processes and controls over capitalisation of expenditure incurred.
With reference to capital expenditure during the year, we selected a sample of transactions and tested that they were recognised in accordance with the capitalisation criteria established by the Holding Company.
We obtained the impairment test from the Holding Company and held meetings with management to understand the method applied.

Mindteck 2018–19 Annual Report 115 Consolidated Financial Statements

At the end of the year, management also performed the annual test for impairment of the intangible assets recorded under this arrangement.

In view of the above, we identified it as a key audit matter.

We assessed Holding Company’s assumptions around the key drivers of the cash flow forecasts including, discount rates applied, projected revenue growth rates used.
We also assessed the recoverable value headroom by performing sensitivity testing of key assumptions used.
We tested the arithmetical accuracy of the model.
We also assessed the disclosures in the consolidated Ind AS financial statements for compliance with disclosure requirements under the accounting standards.

Contingencies (as described in Note 33 of the consolidated Ind AS financial statements)

The Group is involved in various legal proceedings and uncertain tax positions relating to taxes. As of March 31, 2019, there was Rs. 387 lakhs disclosed as contingent liability in the consolidated Ind AS financial statement. In relation to these proceedings, management assesses the impact of the eventual outcome on its consolidated Ind AS financial statements.

Our audit procedures included the following:

We obtained an understanding and assessed the internal control environment relating to the identification, recognition and measurement of provisions for disputes and disclosures of contingent liabilities in relation to taxes.
We obtained details of completed tax assessments, demands issued by tax authorities, orders/notices received in this regard from the management.
We held discussions with management to understand their assessment of the quantification and likelihood of significant exposures and the provision required for specific cases.
We obtained confirmation from management’s expert on ongoing litigations along with risk assessment. We have evaluated the competences, capabilities and objectivity of the management’s expert and obtained an understanding of the scope of work and the terms of engagement.
We involved our tax specialists to obtain and evaluate management’s assessment of the likely outcome and potential exposures arising from all significant contingencies and considered the requirements of any provisions and related disclosures.
Contingencies were evaluated for triggers that could result in creation or reversal of provisions for uncertain positions. Such contingencies were evaluated and discussed with experts on compliance with local laws and regulations.
We also assessed the disclosures in the consolidated Ind AS financial statements for compliance with disclosure requirements under the accounting standards.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

116

Impairment of Goodwill (as described in Note 6 of the consolidated Ind AS financial statements)

The Group’s consolidated Ind AS financial statement includes Rs. 8,754 lakhs of goodwill. In accordance with Ind AS, these balances are allocated to Cash Generating Unit (CGU) which is tested annually for impairment using discounted cashflow model of the CGU’s recoverable value compared to the carrying value of the assets. A deficit between the recoverable value and the CGU’s net assets would result in impairment.

The inputs to the impairment testing model which have the most significant impact on CGU recoverable value include:

Projected revenue growth, operating margins and operating cash-flows in the years 1-5; and
Country and business specific discount rates (pre-tax).

The impairment test model includes sensitivity testing of key assumptions, including revenue growth, operating margin and discount rate.

The annual impairment testing is considered to be a significant accounting judgement and estimate and a key audit matter because the assumptions on which the tests are based are highly judgmental and are affected by future market and economic conditions which are inherently uncertain, and because of the materiality of the balances to the financial statements as a whole.

Other Information

The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report and Corporate Governance Report but does not include the consolidated Ind AS financial statements and our auditor’s report thereon.

Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the consolidated Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated Ind AS financial statements in terms of the requirements of the

Our audit procedures included the following, amongst others:

We evaluated the Group’s internal controls over its annual impairment test.
We have evaluated the competences, capabilities and objectivity of the management’s expert and obtained an understanding of the scope of work and the terms of engagement.
We assessed the Group’s valuation methodology applied, judgements in determining the CGU’s to which goodwill is allocated, assumptions around the key drivers of the cash flow forecasts including, discount rates applied, projected revenue growth rates and terminal growth rates used.
We discussed potential changes in key drivers as compared to previous year / actual performance, relevant market data, inputs and assumptions used to support projected future performance.
We also assessed the recoverable value headroom by performing sensitivity testing of key assumptions used.
We tested the arithmetical accuracy of the impairment models.
We also assessed the disclosures in the consolidated Ind AS financial statements in this regard for compliance with disclosure requirements under the accounting standards.

Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the

Mindteck 2018–19 Annual Report 117 Consolidated Financial Statements

Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Ind AS Financial Statements

financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Holding Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated Ind AS financial statements, including the disclosures, and whether the consolidated Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group of which we are the independent auditors, to express an opinion on the consolidated Ind AS financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated Ind AS financial statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated Ind AS financial statements for the financial year ended March 31, 2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements;
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidation of the financial statements have been kept so far as it appears from our examination of those books and reports of the other auditors;
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including the Statement of

118 Mindteck 2018–19 Annual Report Consolidated Financial Statements

Other Comprehensive Income, the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements;

d. In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
e. On the basis of the written representations received from the directors of the Holding Company and its Subsidiary Company incorporated in India as on March 31, 2019 taken on record by the Board of Directors of the Holding Company and its Subsidiary Company incorporated in India respectively, none of the directors of the Holding Company and its Subsidiary Company incorporated in India is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act;
f. With respect to the adequacy and the operating effectiveness of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements of the Holding Company and its Subsidiary Company incorporated in India, refer to our separate Report in “Annexure” to this report;
g. In our opinion, the managerial remuneration for the year ended March 31, 2019 has been paid / provided by the Holding Company and its Subsidiary Company incorporated in India to their directors in accordance with the provisions of section 197 read with Schedule V to the Act;
h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in

Annexure to the Independent Auditor’s Report of even date on the Consolidated Ind AS Financial Statements of Mindteck (India) Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of Mindteck (India) Limited as of and for the year ended March 31, 2019, we have audited the internal financial controls over financial reporting of Mindteck (India) Limited (hereinafter referred to as the “Holding Company”) and its subsidiary company, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and its Subsidiary Company, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Holding Company and its Subsidiary Company, which are companies incorporated in India, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These

our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its consolidated financial position of the Group in its consolidated Ind AS financial statements – Refer Note 33(A) to the consolidated Ind AS financial statements;
ii. The Group did not have any material foreseeable losses in long-term contracts including derivative contracts during the year ended March 31, 2019; and
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and its Subsidiary Company incorporated in India during the year ended March 31, 2019.

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

==> picture [100 x 30] intentionally omitted <==

per Rajeev Kumar Partner Membership number: 213803

Place: Bengaluru Date : May 28, 2019

responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these consolidated Ind

Mindteck 2018–19 Annual Report Consolidated Financial Statements

119

AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Consolidated Ind AS Financial Statements

A company’s internal financial control over financial reporting with reference to these consolidated Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting with reference to these consolidated Ind AS financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Consolidated Ind AS Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these consolidated Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its Subsidiary Company, which are companies incorporated in India, have, maintained in all material respects, adequate internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements and such internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Holding Company and its Subsidiary Company, which are companies incorporated in India, considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm registration number: 101049W/E300004

==> picture [100 x 30] intentionally omitted <==

per Rajeev Kumar Partner Membership number: 213803

Place: Bengaluru Date: May 28, 2019

120 Mindteck 2018–19 Annual Report Consolidated Financial Statements

Consolidated Balance Sheet as at March 31, 2019

Consolidated Balance Sheet as at March 31, 2019
All amounts in	Rs. lakhs unless otherwise stated
Notes As at March 31, 2019 ASSETS Non-current assets Property,plant and equipment 3 301 Investmentproperty 4 68 Intangible assets 5 1,229 Goodwill on consolidation 6 8,481 Financial assets Loans 7 275 Other fnancial assets 8 89 Deferred tax assets (net) 38 202 Income tax assets (net) 9 991 Other non-current assets 10 38 11,674 Current assets Financial assets Investments 11 1,351 Trade receivables 12 7,073 Cash and cash equivalents 13 1,016 Other bank balances 13 36 Loans 14 82 Other fnancial assets 15 2,012 Other current assets 16 677 12,247 Total assets 23,921	As at March 31, 2018
	283
	70
	872
	8,481


	239
	27
	287
	729
	298
	11,286

	810
	5,734
	2,772
	348
	123
	2,102
	379
	12,268
	23,554

Mindteck 2018–19 Annual Report Consolidated Financial Statements

121

Consolidated Balance Sheet as at March 31, 2019 (Contd.)

	All amounts in	Rs. lakhs unless otherwise stated
Notes	As at March 31, 2019 2,521 17,022 19,543 20	As at March 31, 2018
EQUITY AND LIABILITIES EQUITY Equityshare capital 17		2,521
Other equity 18		16,655
Equity attributable to equity holders of theparent		19,176
LIABILITIES Non-current liabilities *Financial liabilities* Other fnancial liabilities 19		19
Other non-current liabilities 20	14	29
Provisions 21	977 1,011 - 1,479 611 494 164 619 3,367 4,378 23,921	658
		706
Current liabilities *Financial liabilities* Borrowings 22
		1
Tradepayables 23		988
Other fnancial liabilities 24		689
Provisions 25		858
Income tax liabilities (net) 9		499
Other current liabilities 26		637
		3,672
Total liabilities		4,378
Total equity and liabilities		23,554
Corporate information and signifcant accounting policies 1 & 2

The accompanying notes are an integral part of the consolidated financial statements

As per our report of even date

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004

per Rajeev Kumar

Partner Membership number: 213803

for and on behalf of the Board of Directors of Mindteck (India) Limited

Sanjeev Kathpalia Managing Director and CEO DIN - 05257060

Yusuf Lanewala Chairman

DIN - 01770426

Jagdish Malkani Director DIN - 00326173

Place: Bengaluru Date: May 28, 2019

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Shivarama Adiga S

Place: Bengaluru Date: May 28, 2019

122 Mindteck 2018–19 Annual Report Consolidated Financial Statements

Consolidated Statement of Profit and Loss for the year ended March 31, 2019

Consolidated Statement of Proft and Loss for the	year ended March 31, 2019	year ended March 31, 2019
	All amounts in Rs. lakhs unless otherwise stated
Notes INCOME Revenue from operations 27 Other income 28 Total income EXPENSES Cost of technical sub-contractors Employee benefts expense 29 Finance costs 30 Depreciation and amortization expense 3, 4 & 5 Other expenses 31 Total expenses Proft before tax and exceptional items Exceptional items 32 Proft/(Loss) before tax Tax expense (net): 38 Current tax Tax relatingto earlieryears Deferred tax charge/(credit) Total tax expense Proft/(Loss) for the year Other comprehensive income (OCI) *Items that will be reclassifed subsequently toproft or loss* Net exchange difference on translation of foreign operation *Items that will not be reclassifed subsequently toproft or loss* Re-measurementgain/(loss) on defned beneftplan Income tax relating to items that will not be reclassed to proft or loss Other comprehensive income for theyear (net of taxes) Total comprehensive income for the year attributable to equity holders of theparent Earning per share (equity shares, par value Rs. 10 each) (March 31, 2018: Rs. 10 each) attributable to equity holders of theparent 35 Basic (in Rs.) Diluted (in Rs.)	Year ended March 31, 2019 29,941 285 30,226 4,793 20,281 100 189 4,427 29,790 436 - 436 244 (147) 65 162 274 261 71 (20) 312 586 1.09 1.06	Year ended March 31,2018
		29,684
		208
		29,892
		5,369
		20,438
		55
		130
		3,750
		29,742
		150
		162
		(12)
		431
		-
		122
		553
		(565)


		157

		(13)
		4
		148
		(417)

		(2.26)
		(2.26)
Corporate information and signifcant accounting policies 1 & 2

The accompanying notes are an integral part of the consolidated financial statements

As per our report of even date For S.R. Batliboi & Associates LLP for and on behalf of the Board of Directors of Chartered Accountants Mindteck (India) Limited ICAI Firm registration number: 101049W/E300004

per Rajeev Kumar Partner Membership number: 213803

Yusuf Lanewala Sanjeev Kathpalia Jagdish Malkani Chairman Managing Director and CEO Director DIN - 01770426 DIN - 05257060 DIN - 00326173

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Place: Bengaluru Date: May 28, 2019

Mindteck 2018–19 Annual Report Consolidated Financial Statements

123

Consolidated Statement of Changes in Equity for the year ended March 31, 2019

Consolidated Statement of Changes in Equity for the year ended March 31, 2019	Consolidated Statement of Changes in Equity for the year ended March 31, 2019	Consolidated Statement of Changes in Equity for the year ended March 31, 2019	Consolidated Statement of Changes in Equity for the year ended March 31, 2019
A. Equity share capital All amounts in Rs. lakhs unless otherwise stated
Particulars Number Amount
Balance as at April 01, 2017 2,49,67,895 2,497
Changes in equityshare capital duringtheyear: 2017-18 2,38,003 24
Balance as at March 31, 2018 2,52,05,898 2,521
Changes in equityshare capital duringtheyear: 2018-19 - -
Balance as at March 31, 2019	2,52,05,898 2,521
B. Other equity	All amounts in Rs. lakhs unless otherwise stated
Particulars Share application money pending allotment Balance as at April 01, 2017 76	Reserves & Surplus Capital reserve Securities premium Retained earnings Employee stock options reserve 798 10,046 5,559 135	Foreign currency translation reserve Total other equity
		542 17,156
Add: Proft/(Loss) for theyear - Add: Changes in remeasurement of defned beneft plan through other comprehensive income, net of taxes - Add/(Less): Exchange difference on translating the fnancial statement through other comprehensive income - Less: Cash dividend - Less: Dividend distribution tax - Add/(less): Additions during the year on exercise of employee stock options - Add/(less): Transfer to retained earnings in the expiry or lapse of employee stock options after vesting - Add/(less): Allotment of shares (48) Add: Employee share-based expense - Balance as at March 31, 2018 28	- - (565) - - - (9) - - - - - - - (250) - - - (52) - - 68 - (26) - - 19 (19) - 42 - - - - - 182 798 10,156 4,702 272		- (565)
		- (9) 157 157 - (250) - (52) - 42 - - - (6)	- (9)
			- (250)
			- (52)
			- 42
			- -
			- (6)
			- 182
		699 16,655

124 Mindteck 2018–19 Annual Report Consolidated Financial Statements

Consolidated Statement of Changes in Equity for the year ended March 31, 2019 (Contd.)

March 31, 2019 (Contd.)
B. Other equity	All amounts in Rs. lakhs unless otherwise stated
Particulars Share application money pending allotment Add: Proft for theyear - Add/(Less): Changes in remeasurement of defned beneft plan through other comprehensive income, net of taxes - Add/(Less): Exchange difference on translating the fnancial statement through other comprehensive income - Less: Cash dividend - Less: Dividend distribution tax - Add/(Less): Transfer to retained earnings in the expiry or lapse of employee stock options after vesting - Add: Employee share-based expenses - Balance as at March 31, 2019 28	Reserves & Surplus Capital reserve Securities premium Retained earnings Employee stock options reserve - - 274 - - - 51 - - - - - - - (252) - - - (52) - - - 23 (23) - - - 85 798 10,156 4,746 334	Foreign currency translation reserve Total other equity
			- 274
		- 51 261 261 - (252) - (52) - -	- 51
			- (252)
			- (52)
			- -
			- 85
		960 17,022

Corporate information and significant accounting policies (refer Note no. 1 & 2)

The accompanying notes are an integral part of the consolidated financial statements

As per our report of even date

For S.R. Batliboi & Associates LLP for and on behalf of the Board of Directors of Chartered Accountants Mindteck (India) Limited ICAI Firm registration number: 101049W/E300004

per Rajeev Kumar Yusuf Lanewala Sanjeev Kathpalia Jagdish Malkani Partner Chairman Managing Director and CEO Director Membership number: 213803 DIN - 01770426 DIN - 05257060 DIN - 00326173

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Place: Bengaluru Place: Bengaluru Date: May 28, 2019 Date: May 28, 2019

Mindteck 2018–19 Annual Report Consolidated Financial Statements

125

Consolidated Statement of Cash Flows for the year ended March 31, 2019

Consolidated Statement of Cash Flows for the year ended March 31, 2019	Consolidated Statement of Cash Flows for the year ended March 31, 2019
All amounts in Rs. lakhs unless otherwise stated
Year ended March 31, 2019 Operating activities Proft/(Loss) before taxation 436 Adjustments to reconcileproft before tax to net cashflows: Depreciation and amortization expense 189 Finance cost 46 Interest income (81) Unrealised exchange differences 26 Loss on sale of fxed assets - Provision for doubtful allowance (176) Provision for doubtful input credit receivable - Share basedpayment expenses 85 Rental income (1) Rent expense 5 Fair valuegain on mutual funds (15) Changes in operating assets and liabilities: (Increase)/Decrease in trade receivables (1,341) (Increase)/Decrease in loans and advances and other assets 17 Increase/(Decrease) in current liabilities andprovisions 216 Net cash from/(used in) operating activities before taxes (594) Income taxespaid (net) (694) Net cash from/(used in) operating activities (1,288) Investing activities Purchase of property, plant and equipment, intangible assets and capital work-in-progress (108) Movement in fxed deposits and other bank balances 250 Investment in mutual funds (5,069) Proceeds from sale of mutual fund 4,596 Interest income received 83 Net cash from/ (used in) investing activities (248)	Year ended March 31,2018
	(12)

	130
	5
	(133)
	5
	1
	35
	79
	182
	(1)
	5
	(7)

	1,390
	(271)
	(492)

	916
	(529)
	387

	(248)
	(316)
	(1,000)
	197
	128
	(1239)

126 Mindteck 2018–19 Annual Report Consolidated Financial Statements

Consolidated Statement of Cash Flows for the year ended March 31, 2019 (Contd.)

Consolidated Statement of Cash Flows for the year ended March 31, 2019 (Contd.)	Consolidated Statement of Cash Flows for the year ended March 31, 2019 (Contd.)
All amounts in Rs. lakhs unless otherwise stated
Year ended March 31, 2019 Financing activities Issue of share capital - Movement in workingcapital loans (net) - Dividendspaid (includingdistribution tax) (311) Net cash used in fnancing activities (311) Net decrease in cash and cash equivalents (1,847) Cash and cash equivalents at the beginningof theyear 2,772 Effect of exchange differences on translation of foreign currency cash and cash equivalents 91 Cash and cash equivalents at the end of theyear (refer Note no. 13) 1,016	Year ended March 31,2018
	59
	(99)
	(297)
	(337)
	(1,189)

	3,906
	55
	2,772

Corporate information and significant accounting policies (refer Note no. 1 & 2)

The accompanying notes are an integral part of the consolidated financial statements

per Rajeev Kumar

Partner Membership number: 213803

Yusuf Lanewala Sanjeev Kathpalia Jagdish Malkani Chairman Managing Director and CEO Director DIN - 01770426 DIN - 05257060 DIN - 00326173

Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary

Shivarama Adiga S

Place: Bengaluru Place: Bengaluru Date: May 28, 2019 Date: May 28, 2019

Mindteck 2018–19 Annual Report Consolidated Financial Statements

127

Notes to Consolidated Financial Statements for the year ended March 31, 2019

1. Corporate information

Mindteck (India) Limited (‘Mindteck’ or ‘the Company’ or ‘parent’) with its subsidiaries, set out below, collectively, referred to as ‘the Group’, is a public limited company incorporated in 1991, a provider of complete range of Information Technology (‘IT’) services to a wide range of Fortune 500 companies, multinationals and small and medium enterprises worldwide. The Company renders engineering and IT services to customers spanning across various industry verticals in specific service horizontals. Mindteck’s core offerings are in Product Engineering, Application Software, Electronic Design, Testing, IT Infrastructure & Managed Services, R&D Services, Energy Management Software Solutions and Enterprise Business services.

The Group’s clientele constitutes varied industry verticals, including Public Sector (Government), High Technology (such

as Semiconductor, Data Storage, Cloud Services), Smart Energy and Product Engineering (such as Life Sciences and Analytical Instruments, Industrial Systems, Medical Systems).

The Company has its registered office in Bengaluru, India and the Group has four global delivery centers located in the United States, India and Singapore and has offices across India, the United States, United Kingdom, Netherlands, Germany, Bahrain, Singapore, Philippines and Malaysia.

Mindteck has subsidiaries (including step-down subsidiaries) in the United States of America, Canada, Singapore, Philippines, Malaysia, Bahrain, United Kingdom, Netherlands, Germany and India. Mindteck is the flagship Group and is listed in India on the Bombay Stock Exchange and National Stock Exchange.

List of subsidiaries with percentage holding	List of subsidiaries with percentage holding
Subsidiaries	Country of incorporation and other particulars	Percentage of ultimate
		holding company (%) as at
		March 31, 2019
		and March 31, 2018
Chendle Holdings Limited	A subsidiary of Mindteck from April 01, 2008,	100
(‘Chendle’)	incorporated under the laws of British Virgin
	Islands
Mindteck UK Limited	A subsidiary of Mindteck from April 01, 2008,	100
(‘Mindteck UK’)	incorporated under the laws of the United
	Kingdom
Mindteck Netherlands BV	A subsidiary of Mindteck UK from October 17,	100
(‘Mindteck Netherlands’)	2008, incorporated under the laws of Nether-
	lands
Mindteck Germany GmbH	A subsidiary of Mindteck UK from April 02, 2008,	100
(‘Mindteck Germany’)	incorporated under the laws of Germany
Mindteck Singapore Pte Ltd.	A subsidiary of Mindteck from April 01, 2008,	100
(‘Mindteck Singapore’)	incorporated under the laws of Singapore
Mindteck Inc., USA*	A subsidiary of Mindteck incorporated under the	100
	laws of the Commonwealth of Pennsylvania, USA
Mindteck Software Malaysia SDN. BHD	A subsidiary of Mindteck incorporated under the	100
(‘Mindteck Malaysia’)	laws of Malaysia
Mindteck Middle East Ltd SPC,	A subsidiary of Mindteck incorporated under the	100
Kingdom of Bahrain	laws of the Kingdom of Bahrain
(‘Mindteck Middle East’)
Mindteck Solutions Philippines Inc.	A subsidiary of Mindteck Singapore Pte Ltd. from	99.99
(Mindteck Philippines)	March 08, 2016, incorporated under the laws of
	Philippines
Hitech Parking Solutions Private	A subsidiary of Mindteck (India) Limited from	99.99
Limited	March 14, 2018, incorporated under Companies
	Act, 2013.
Mindteck Canada Inc.	A subsidiary of Mindteck Inc. USA from January	100
	10, 2018, incorporated under Canadian law.

*including shares held through Chendle Holdings Limited.

The Group had created an Employee Welfare Trust for providing share-based payments to it employees. The balances of the trust have been appropriately consolidated in the Company’s consolidated financial statements.

These consolidated financial statements for the year ended March 31, 2019 are approved by the Board of Directors on May 28, 2019.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

128

2. Basis of Preparation and significant accounting policies: 2.1. Basis of preparation:

The consolidated financial statements of the Company have been prepared and presented in accordance with accounting principles generally accepted in India including Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III).

The consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained further in the accounting policies below.

Certain financial assets and liabilities that is measured at fair value/amortized cost
Defined benefit plans – plan assets measured at fair value
Employee stock option contracts – measured at grant date fair value, and
Investment property – fair value for disclosure purpose

The consolidated financial statements are presented in Rs. (‘₹’) and all the values are rounded off to the nearest lakhs (Rs. 00,000) except when otherwise indicated.

2.2. Summary of significant accounting policies
a. Current versus non-current classification The Group presents assets and liabilities in the balance sheet based on current/non-current classification.

An asset is treated as current when it is:

Expected to be realized in normal operating cycle or within twelve months after the reporting period
Held primarily for the purpose of trading,
Expected to be realized within twelve months after the reporting period, or
Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle,
It is due to be settled within twelve months after the reporting period or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Group has identified period of twelve months as its operating cycle.

b. Significant accounting judgements, estimates and assumptions The preparation of the Group’s Consolidated Financial Statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the reported amounts of assets and liabilities, the accompanying disclosures, and the disclosure of contingent assets and contingent liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses for the year reported. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and future periods are affected.

Key source of estimation of uncertainty as at the date of consolidated financial statements, which may cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year, is in respect of the following:

Revenue recognition:

Employee stock options plan:

The Group initially measures the cost of equitysettled transactions with employees using a Black Scholes model to determine the fair value of the liability incurred. Estimating fair value for sharebased payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note no. 42.

Defined benefit plans (gratuity and other employee benefits):

The Group’s obligation on account of gratuity and

Mindteck 2018–19 Annual Report Consolidated Financial Statements

129

compensated absences is determined based on actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its longterm nature, these liabilities are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds in currencies consistent with the currencies of the postemployment benefit obligation.

Further details about gratuity obligations are given in note no. 39.

Determination of applicability of Appendix D of Service Concession Arrangement (‘SCA’), under Ind AS - 115 ‘Revenue from contracts with customers’):

The Company has entered into concession arrangement in relation to smart/IT based parking system with government/ statutory body under Public Private Partnership model. The arrangement gives Company right to design, construct, install and maintain the smart parking system. Management has evaluated the arrangement and concluded that Appendix D of Service Concession Arrangement (‘SCA’), under Ind AS - 115 ‘Revenue from contracts with customers’) applies. Refer note no. 43.

Fair value measurement of financial instruments:

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow (‘DCF’) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Refer note no. 44 for further disclosures.

Impairment of non-financial assets:

IImpairment exists when the carrying value of an asset or cash generating unit (‘CGU’) (including

goodwill, where applicable) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on DCF model. The cash flows are derived from the budget for future years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. Also, refer note 2(j) and 2(l).

Impairment of financial assets:

The Group assesses impairment of financial assets (‘Financial instruments’) and recognizes expected credit losses in accordance with Ind AS 109. Also, refer note 2(e).

The Group assesses for impairment of investment in subsidiaries. Impairment exists when there is a diminution in value of the investment and the recoverable value of such investment is lower than the carrying value of such investment.

c. Basis of consolidation:

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as disclosed in note no. 1. Control exists when the parent has:

Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
Exposure or rights, to variable returns from its involvement with the investee, and
The ability to use its power over the investee to affect its returns

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses

Mindteck 2018–19 Annual Report Consolidated Financial Statements

130

accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.

The principal or the most advantageous market must be accessible by the Group

Consolidation procedure:

(i) Combine like items of assets, liabilities, income, expenses and cash flows of the parent with those of its subsidiaries. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognized in the consolidated financial statements at the acquisition date.
(ii) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. The excess of cost to the Company of its investments in the subsidiary companies over its share of equity of the subsidiary companies, at the date on which the investment in the subsidiaries were made, is recognized as ‘Goodwill’ being an intangible asset in the consolidated financial statements and is tested for an impairment on an annual basis. On the other hand, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investments of the Company, it is recognized as ‘Capital Reserve’ and shown in Other equity, in the consolidated financial statements. The ‘Goodwill’ is determined separately for each subsidiary company and such amounts are not set off between different entities.
(iii) Eliminate in full intragroup assets and liabilities, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognized in assets, such as fixed assets, are eliminated in full).

Profit or loss and each component of other comprehensive income (‘OCI’) are attributed to the equity holders of the parent of the Group.

d. Fair value measurement

The Group measures financial instrument such as investments at fair value at each balance sheet date.

In the principal market for the asset or liability - or

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

e. Financial instruments:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

i. Financial assets:

Initial recognition and measurement:

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit and loss, transaction costs that are attributable to the acquisition of the financial asset.

In the absence of a principal market, in the most advantageous market for the asset or liability

Mindteck 2018–19 Annual Report Consolidated Financial Statements

131

Subsequent measurement:

For purposes of subsequent measurement, financial assets are classified in three broad categories:

Debt instruments assets at amortized cost
Financial assets at fair value through Other Comprehensive Income (“OCI”) (FVTOCI)
Financial assets at fair value through Profit and Loss (FVTPL)
Equity instruments measured at fair value through other comprehensive income (FVTOCI)

When assets are measured at fair value, gains and losses are either recognized entirely in the consolidated statement of profit and loss (i.e. fair value through profit and loss), or recognized in other comprehensive income (i.e. fair value through other comprehensive income).

interest income, impairment losses & reversals and foreign exchange gain or loss in the consolidated statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to the consolidated statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Financial assets at fair value through Profit and Loss (‘FVTPL’):

FVTPL is a residual category for Group’s investment instruments. Any instruments which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

All investments (except investment in subsidiary) included within the FVTPL category are measured at fair value with all changes recognized in the consolidated statement of Profit and Loss.

Debt instruments at amortized cost:

A Debt instrument is measured at amortized cost (net of any write down for impairment) if both of the following conditions are met:

the asset is held to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realize its fair value changes) and
the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest (‘SPPI’) on the principal amount outstanding.

Such financial assets are subsequently measured at amortized cost using the effective interest rate (‘EIR’) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the consolidated statement of profit and loss. The losses arising from impairment are recognized in the consolidated statement of profit and loss.

The financial asset is held both to collect contractual cash flows and to sell.
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in OCI. However, the Group recognizes

In addition, the Group may elect to designate an instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency.

Derecognition:

When the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; it evaluates if and to what extent it has retained the risks and rewards of ownership.

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognized when:

The rights to receive cash flows from the asset have expired, or
Based on above evaluation, either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflect the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured

Mindteck 2018–19 Annual Report Consolidated Financial Statements

132

at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets:

The Group assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 (‘Financial instruments’) requires expected credit losses to be measured through a loss allowance. The Group recognizes lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

ii. Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit and loss or at amortized cost, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

The Group’s financial liabilities include trade payables, lease obligations, and other payables.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at amortized cost

After initial recognition, interest-bearing loans and borrowings and other payables are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in the consolidated statement of profit and loss when the liabilities are derecognized as well as through the EIR amortization process.

such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the consolidated statement of profit and loss.

iii. Offsetting of financial instruments:

iv. Reclassification of financial assets:

The Group determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Group’s senior management determines change in the business model as a result of external or internal changes which are significant to the Group’s operations. Such changes are evident to external parties. A change in the business model occurs when the Group either begins or ceases to perform an activity that is significant to its operations. If the Group reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Group does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

f. Property, plant and equipment:

Derecognition:

Mindteck 2018–19 Annual Report Consolidated Financial Statements

133

consolidated statement of profit and loss in the year of occurrence.

g. Depreciation and amortization:

Depreciation on property, plant and equipment with finite useful lives is calculated on a straight-line basis over the useful lives of the assets estimated by the management.

The group, based on technical assessment made by technical expert and management estimate, depreciates certain items of property, plant and equipment over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Property, plant and equipment	Useful lives estimated by the management (years)
Furniture and fxtures	5years
Computer and Printers	3years
Offce equipment	5years
Motor Car	5years

Leasehold improvements are amortized over the period of lease term or the estimated useful life of assets, whichever is shorter.

h. Investment property:

i. Recognition and measurement:

Initial direct costs incurred by the Group in negotiating and arranging an operating lease are added to the carrying amount of the respective Investment property and are amortized over the lease term on the same basis as the lease income.

ii. Depreciation:

Depreciation on Investment Properties is provided on the straight-line method as per the useful life estimated by the management.

The estimated useful life of building classified as an investment property is 58 years.

i. Intangible assets:

Intangible assets are amortized on a straight-line basis over the estimated useful economic life. The Group uses a rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use. If the persuasive evidence exists to the affect that useful life of an intangible asset exceeds ten years, the Group amortizes the intangible asset over the best estimate of its useful life. Such intangible assets and intangible assets not yet available for use are tested for impairment annually, either individually or at the CGU level. All other intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired.

The estimated useful lives of the amortizable intangible assets are as follows:

Category	Useful life
Computer software	3years
Service concession arrange- ments	10 years

Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of profit and loss when the asset is derecognized.

j. Impairment of non-financial assets:

Mindteck 2018–19 Annual Report Consolidated Financial Statements

134

of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

l. Business combination and goodwill

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. After initial recognition, Goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually as at March 31 or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized in the consolidated statement of profit and loss. An impairment loss recognized is not reversed in subsequent periods.

m. Revenue recognition:

i. Revenue from operations

k. Leases:

Group as a lessee:

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to ownership to the Group is classified as a finance lease. An operating lease is a lease other than a finance lease.

Operating lease payments are recognized as an expense in the consolidated statement of Profit and Loss on a straight-line basis unless the lease escalations are linked to inflation, in such a case the lease expense is recognized as per the terms of the lease arrangement.

Group as a lessor:

In the case of investment property which is given under operating lease, operating lease receipts are recognized as other income in the consolidated statement of profit and loss on a straight-line basis.

The Group derives its revenues from software service.

Ind AS 115 was issued on March 28, 2018 and supersedes Ind AS 11 Construction Contracts and Ind AS 18 Revenue and it applies, with limited exceptions, to all revenue arising from contracts with its customers. Ind AS 115 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

Effective April 1, 2018, the Company adopted Ind AS 115 “Revenue from Contracts with Customers” using the cumulative catch-up transition method, applied to contracts that were not completed as at April 1, 2018. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The following is a summary of new and /or revised accounting policies related to revenue recognition.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

135

The application of Ind AS 115 did not have significant impact on the financial statements.

Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expect to receive in exchange for those services.

The following specific recognition criteria must also be met before revenue is recognized:

Revenue from software services provided on a time-and-material basis is recognized upon performance of services and at the agreed contractual rates. Revenue from fixed price contracts is recognized over the period of the contracts using the percentage completion method determined by relating the actual cost incurred to date to the estimated total cost of the contract.

In case of multiple element arrangements for sale of software license, related implementation and maintenance services, the Company applies the guidance in Ind AS 115, by applying the revenue recognition criteria for each distinct performance obligation. The arrangements generally meet the criteria for considering the sale of software license, related implementation and maintain services as distinct performance obligation. For allocating the consideration, the Company has measured the revenue in respect of each distinct performance obligation of a transaction at its standalone selling price, in accordance with principles given in Ind AS 115. The price that is regularly charged for an item when sold separately is the best evidence of its standalone selling price. In cases where the Company is unable to determine the standalone selling price, the Company has used a residual method to allocate the arrangement consideration. In these cases, the balance of the consideration, after allocating the standalone selling price of undelivered components of a transaction has been allocated to the delivered components for which specific standalone selling price do not exist.

Provisions for estimated losses on contracts are recorded in the period in which such losses become probable based on the current contract estimates. ‘Unbilled revenue’ included in the other financial assets represent revenues in excess of amounts billed to clients as at the balance sheet date. ‘Unearned revenue/contract liabilities’ included in the current liabilities represent billings in excess of revenues recognized.

The Group collects goods and services tax, service

tax, sales tax and other taxes as applicable in the respective tax jurisdictions where the Group operates, on behalf of the government and therefore it is not an economic benefit flowing to the Group. Hence, it is excluded from revenue.

ii. Other income:

Dividend income is recognized when the Group’s right to receive dividend is established by the reporting date. The right to receive dividend is generally established when shareholders approve the dividend.

Interest income is recognized as it accrues in the consolidated statement of profit and loss using effective interest rate method.

Rental Income from investment property is recognized as part of other income in the consolidated statement of profit or loss on a straight-line basis over the term of the lease except where the rentals are structured to increase in line with expected general inflation. Lease incentives granted are recognized as an integral part of the total rental income, over the term of lease.

iii. Service concession arrangements (SCA):

Under Appendix D – Service Concession Arrangements to Ind AS 115 –Revenue from contracts with customers, the arrangement is accounted for based on the nature of the consideration. The intangible asset model is used to the extent that the operator receives a right (i.e. a concessionaire) to charge users of the public service. The financial model is used when the operator has an unconditional contract¬ual right to receive cash or other financial assets from or at the direction of the grantor for the construction/ implementation service. When the unconditional right to receive cash covers only part of the service, the two models are combined to account separately for each component. If the operator performs more than one service (i.e. construction, implementation, upgrade services and operation services) under a single contract or arrangement, consideration received or receivable is allocated by reference to the relative fair values of the service delivered, when the amount are separately identifiable.

The intangible assets model recognizes the asset to the extent of cost incurred or to be incurred (including certain obligations arising out the arrangement) towards getting the right to charge

Mindteck 2018–19 Annual Report Consolidated Financial Statements

136

users of the public service. The intangible asset is amortized over the concession period i.e. 10 years, from the date they are available for use.

on account of adoption of this amendment was insignificant.

o. Taxes :

An asset carried under concession arrangements is derecognized on disposal or when no future economic benefits are expected from its future use or disposal.

The Company recognizes a financial asset to the extent that it has an unconditional right to receive cash or another financial asset from or at the direction of the grantor.

n. Foreign currency translation and transactions: Functional and presentation currency

Items included in the Consolidated Financial Statements of the Group are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The Consolidated Financial Statements are presented in Indian currency (‘Rs.’), which is the Group’s functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the period end exchange rates are recognized in the consolidated statement of profit and loss.

Assets and liabilities of entities with functional currency other than presentation currency have been translated to the presentation currency using exchange rates prevailing on the balance sheet date. The statement of profit and loss have been translated using average exchange rates. The exchange differences arising on translation for consolidation are recognized in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in the consolidated statement of profit and loss.

Effective April 1, 2018, the Company has adopted Appendix B to Ind AS 21- Foreign Currency Transactions and Advance Consideration which clarifies the date of transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income when an entity has received or paid advance consideration in a foreign currency. The date of the transaction is the date on which an entity initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, then the entity must determine the date of the transactions for each payment or receipt of advance consideration. The effect

Tax expense comprises of current and deferred tax.

Current income tax:

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities in accordance with the Income-tax Act, 1961. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognized outside profit and loss is recognized outside the consolidated statement of profit and loss (either in OCI or in equity). Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Tax liability under Minimum Alternate Tax (‘MAT’) is considered as current tax. MAT entitlement is considered as deferred tax.

MAT credit is recognized as an asset only when and to the extent there is convincing evidence that the Group will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Group will pay normal income tax during the specified period.

Deferred tax:

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

When the deferred tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future

Deferred tax assets are recognized for all deductible temporary differences and the carry forward of any unused tax losses. Deferred tax assets are

Mindteck 2018–19 Annual Report Consolidated Financial Statements

137

recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax losses can be utilized, except:

When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of deductible temporary differences associated with investments in subsidiaries deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or nonoccurrence of one or more uncertain future events not wholly within the control of the Group; or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability. The Group does not recognize a contingent liability but discloses its existence in the standalone financial statements.

A contingent asset is disclosed, where an inflow of economic benefits is probable.

q. Earnings per share:

Deferred tax relating to items recognized outside profit and loss is recognized outside the consolidated statement of profit and loss (either in OCI or in equity). Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

r. Employee stock compensation cost :

p. Provisions, contingent liabilities, contingent assets and commitments:

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the consolidated statement of profit and loss.

If the effect of the time value of money is material, provisions are discounted using a current

Employees (including senior executives) of the Group receive remuneration in the form of sharebased payments in form of employee stock options, whereby employees render services as consideration for equity instruments (equity-settled transactions).

The Group measures compensation cost relating to employee stock options plans using the fair valuation method in accordance with Ind AS 102, Share-Based Payment.

The cost of equity-settled transactions is determined by the fair value at the date when the

Mindteck 2018–19 Annual Report Consolidated Financial Statements

138

grant is made using the Black Scholes valuation model. That cost is recognized in employee benefits expense, together with a corresponding increase in Stock Option Outstanding reserves in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired (net of forfeitures) and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

s. Segment reporting :

Ind AS 108 establishes standards for the way that public business enterprises report information about operating segments and related disclosures about services, geographic areas and major customers.

The Group identifies primary segments based on the dominant source, nature of risks and returns, internal organization and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the Executive Management in deciding how to allocate resources and in assessing performance. The analysis of geographical segments is based on the areas in which major operating divisions of the Group operate.

Segment revenue, segment expenses, segment assets and segment liabilities have been identified to the segments on the basis of their relationship to the operating activities of the segment.

Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.

Revenue, expenses, assets and liabilities which relate to the Group as a whole and are not allocable to segments on a reasonable basis have been included under ‘unallocated revenue / expenses / assets / liabilities’.

t. Retirement and other employee benefits Employee benefits include contribution to provident and others funds, gratuity and compensated absences.

Defined contribution plans:

Contributions payable to recognized provident and other funds, which are defined contribution schemes, are charged to the consolidated statement of profit and loss.

Contributions payable to the recognized provident fund, employee pension and social security schemes in certain overseas subsidiaries, which are defined contribution schemes are charged to the statement of profit and loss.

Defined benefit plans:

Gratuity, which is a defined benefit plan, is accrued based on an independent actuarial valuation, which is done based on project unit credit method as at the balance sheet date. The Group recognizes the net obligation of a defined benefit plan in its balance sheet as an asset or liability. Gains and losses through re-measurements of the net defined benefit liability/ (asset) are recognized in other comprehensive income. In accordance with Ind AS, re-measurement gains and losses on defined benefit plans recognized in OCI are not to be subsequently reclassified to the consolidated statement of profit and loss. As required under Ind AS compliant Schedule III, the Group transfers it immediately to ‘surplus/ (deficit) in the consolidated statement of profit and loss’.

The Group has an employees’ gratuity fund managed by the Life Insurance Corporation of India (‘LIC’). Provision for gratuity liabilities, pending remittance to the fund, is carried in the balance sheet. The Group also provides certain additional post employment healthcare benefits to employees in the United States. These healthcare benefits are unfunded.

Short-term employee benefits:

Short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service. Compensated absences, which are expected to be utilized within the next 12 months, are treated as shortterm employee benefits. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

139

Long-term employee benefits:

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employees render the related services are treated as long-term employee benefits for measurement purpose. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year end, less the fair value of the plan assets out of which the obligations are expected to be settled. Actuarial gains/losses are immediately taken to the consolidated statement of profit and loss and are not deferred.

The Group presents the entire compensated absences balance as a current liability in the balance sheet since it does not have an unconditional right to defer its settlement for twelve months after the reporting date.

u. Cash and cash equivalents:

Cash and cash equivalents in the balance sheet comprise cash at banks and cash on hand and shortterm deposits with an original maturity of three months or less, which are subject to insignificant

risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.

v. Statement of cash flow:

w. Corporate Social Responsibility (CSR) expenditure:

CSR expense is recognized as it is incurred by the Group or when Group has entered into any legal or constructive obligation for incurring such an expense.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

140

3. Property, plant and equipment						Amount	in Rs. lakhs
Particulars	Computer equipment	Offce equipment	Furniture and fxtures	Vehicles	Leasehold improvement	Total	Capital work in progress*
Cost
As at April 01, 2017	117	44	32	3	-	196	37
Additions	12	65	8	-	130	215	-
Disposals / Adjustments	16	30	(10)	-	-	36	-
Transfer from capital work in progress	-	-	-	-	37	37	(37)
Foreign exchange difference	8	1	4	-	-	13	-
As at March 31, 2018	153	140	34	3	167	497	-

Additions	76	33	8	-	6	123	-
Disposals / Adjustments	(3)	(1)	(5)	-	-	(9)	-
Foreign exchange difference	13	1	11	-	-	25	-
As at March 31, 2019	239	173	48	3	173	636	-

Accumulated depreciation
As at April 01, 2017	80	23	6	3	-	112	-
Charge for theyear	27	33	11	-	21	92	-
Disposals / Adjustments	15	(4)	(12)	-	-	(1)	-
Foreign exchange difference	7	1	3	-	-	11	-
As at March 31, 2018	129	53	8	3	21	214	-

Charge for theyear	27	33	9	-	35	104	-
Disposals / Adjustments	(3)	-	(3)	-	-	(6)	-
Foreign exchange difference	13	-	10	-	-	23	-
As at March 31, 2019	166	86	24	3	56	335	-

Net block as at March 31, 2018	24	87	26	-	146	283	-
Net block as at March 31, 2019	73	87	24	-	117	301	-

Capital work in progress of Rs. 37 lakhs as at April 01, 2017 represents cost incurred towards leasehold improvements at AMR Tech Park located at Hosur Main Road, Bengaluru which has been capitalized during financial year 2017-18.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

141

4. Investmentproperty Amount in Rs. lakhs	4. Investmentproperty Amount in Rs. lakhs
Particulars Building - Assetgiven under operating lease
Cost
As at April 01, 2017	73
Additions	-
As at March 31, 2018	73
Additions	-
As at March 31, 2019	73

Accumulated depreciation
As at April 01, 2017	2
Charge for the year	1
As at March 31, 2018	3

Charge for the year	2
As at March 31, 2019	5

Net block as at March 31, 2018	70
Net block as at March 31, 2019	68
Information regarding income and expenditure of Investmentproperty	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Rental income derived from investment property 25 Less: Direct operating expenses from property that generated rental income (including repairs and maintenance) - Less: Direct operating expenses from property that did not generate rental income (including repairs and maintenance) 1 Proft arising from investment properties before depreciation and indirect expenses 24 Less: Depreciation (2) Proft arising from investment property before indirect expenses 22	Year ended March 31, 2018
	26
	-
	1
	25
	(2)
	24

Determination of fair values

Description of valuation techniques used and key inputs to valuation on investment properties:

Particulars Valuation technique	Signifcant unobservable inputs	Range (weighted average)	Range (weighted average)
Investment properties Market Approach	Area of subject unit (sq. ft.) Adopted market rent per sq.ft. per month Derived unit rate (per sq.ft.) Estimated rental value (per sq. ft.) Discount rate	March 31, 2019 3,001 68 11,000 Rs. 65 - 70 7.25%	March 31, 2018
			3,001
			68
			10,800
			Rs. 65 - 70
			7.50%

The independent professional valuers have considered valuation techniques including direct comparison method, capitalisation approach and discounted cash flows in arriving at the fair value as at the reporting date. These valuation methods involve certain estimates. The management has exercised its judgement and is satisfied that the valuation

methods and estimates are reflective of the current market conditions.

Significant increases/(decreases) in estimated rental value and rent growth per annum in isolation would result in a significantly higher/(lower) fair value of the properties. Significant incerases/(decreases) in long-term vacancy rate and discount rate (and exit yield) in isolation would result in a significantly lower/ (higher) fair value.

All resulting fair value estimates for investment properties are included in level 3.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

142

Reconciliation of fair value				Amount in Rs. lakhs
Particulars				Amount
Opening Balance as at April 01,	2017			324
Fair value differences				6
Closing balance as at March 31,	2018			330
Fair value differences				8
Closing balance as at March 31,	2019			338
5. Intangible assets				Amount in Rs. lakhs
		Service concession	Goodwill (acquisition of
Particulars	Computer software	arrangement	Business)*	Total
Cost
As at April 01, 2017	134	-	248	382
Additions	7	572	-	579
Disposals / Adjustments	(51)	-	-	(51)
Foreign exchange difference	3	-	17	20
As at March 31, 2018	93	572	265	930

Additions	3	430	-	433
Foreign exchange difference	1	-	8	9
As at March 31, 2019	97	1,002	273	1,372

Accumulated amortisation
As at April 01, 2017	32	-	-	32
Charge for theyear	28	9	-	37
Disposals / Adjustments	(13)	-	-	(13)
Foreign exchange difference	2	-	-	2
As at March 31, 2018	49	9	-	58

Charge for theyear	22	61	-	83
Foreign exchange difference	2	-	-	2
As at March 31, 2019	73	70	-	143

Net block as at March 31, 2018	44	563	265	872
Net block as at March 31, 2019	24	932	273	1,229

Also refer Note no. 6 6. Goodwill on consolidation


6. Goodwill on consolidation	Amount in Rs. lakhs
Particulars As at March 31, 2019 Followingis the movement of carryingvalue ofgoodwill: Balance at the beginningof theyear 8,481 Add/(less): Movement duringtheyear - Balance at the end of theyear 8,481	As at March 31, 2018

	8,481
	-
	8,481
Below is the Cash Generating Unit (‘CGU’) wise break-up ofgoodwill:	Amount in Rs. lakhs
Particulars As at March 31, 2019 Mindteck Inc, USA 7,786 Mindteck Singapore Pte. Ltd 353 Mindteck UK Limited 259 Mindteck Middle East Limited SOC 84 Totalgoodwill 8,481	As at March 31, 2018
	7,786
	353
	259
	84
	8,481

Mindteck 2018–19 Annual Report Consolidated Financial Statements

143

Goodwill impairment testing:

The Group tests whether goodwill has suffered any impairment on an annual basis as at each reporting date. The recoverable amount of a CGU is determined based on value-in-use calculations which require the use of several

assumptions. The calculations use cash flow projections (based on financial budgets approved by the management), revenue/ earning multiples. An average of the range of each assumption used is mentioned below:

	Amount in Rs. lakhs
Particulars As at March 31, 2019 Growth rate 7% to 14 % Operatingmargin 7% to 27 % Discount rate 12% to 15%	As at March 31, 2018
	2% to 5 %
	2% to 10 %
	11% to 14%

The above discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return attributable to all the assets of the CGU. These estimates are likely to differ from future actual results of operations and cash flows.

Based on the above testing, no impairment was identified as at March 31, 2019 and March 31, 2018 as the recoverable value of the CGUs exceeded the carrying value.

7. Loans - Non-current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unsecured, considered good Security deposits 275 Unsecured, considered doubtful Security deposits 50 Provision for doubtful deposits (50) Total 275	As at March 31, 2018
	239
	50
	(50)
	239
8. Other fnancial assets - Non-current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Fixed deposits with bank with original maturity of more than 12 months 89 Total 89*	As at March 31, 2018
	27
	27

*Represents restricted bank balances of Rs. 89 lakhs (March 31, 2018: Rs. 27 lakhs). The restrictions are primarily on account of bank balances held as margin money deposits against guarantees.

9. Taxes	Amount in Rs. lakhs
Particulars As at March 31, 2019 Income tax assets (net) - Non-current 991 Income tax liabilities (net) - Current 164	As at March 31, 2018
	729
	499
Also, refer to Note no. 38 for further details. 10. Other non-current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Taxespaid underprotest - Prepaid expense 38 Total 38	As at March 31, 2018
	249
	49
	298

Mindteck 2018–19 Annual Report Consolidated Financial Statements

144

11. Investments - Current assets


11. Investments - Current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Quoted mutual funds measured at fair value through statement ofproft and loss 3,46,473.889 (March 31, 2018 - Nil) Units in ICICI Moneymarket fund - Direct Growth 901 1,48,570.138 (March 31, 2018 - Nil) Units in ICICI Liquid fund-DPgrowth 411 1,888.70 (March 31, 2018 - Nil) Units in AXIS TreasuryAdvantage Fund - Growth 39 Nil (March 31, 2018 - 10,407.427) Units in AXIS TreasuryAdvantage Fund - Growth - Nil (March 31, 2018 - 6,60,044.223) Units in HSBC Low Duration Fund - Growth - Nil (March 31, 2018 - 20,069.901) Units in AXIS Liquid Fund - DailyDividend - Nil (March 31, 2018 - 10,71,593.138) Units in AXIS Short Term Fund - Growth - Nil (March 31, 2018 - 38,911.729) Units in ICICI Prudential savings Fund - Direct Plan- Growth - Total 1,351 Aggregate book value ofquoted investments in mutual funds 1,351 Aggregate market value ofquoted investments in mutual funds 1,351	As at March 31, 2018

	-
	-
	-
	201
	101
	201
	202
	105
	810
	810
	810
12. Trade receivables - Current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unsecured, carried at amortized cost *Consideredgood* Other than relatedparties 7,073 *Considered doubtful* 361 Less: Provision for doubtful debts and loss allowance (361) Total 7,073	As at March 31, 2018


	5,734
	504 (504)
	5,734

13. Cash and cash equivalents - Current assets	Amount in Rs. lakhs
Particulars As at March 31, 2019	As at March 31, 2018 6 2,244 522 2,772 334 14 348 3,120
Cash on hand 11
Balances with banks - in current accounts 859
- in fxed deposits with original maturityfor less than three months 145
1,016
Other bank balances Balances with banks - Fixed deposits with original maturity> 3 months but less than 12 months 29
- Unpaid dividend account 7
36
Total 1,052

Cash and cash equivalents as at March 31, 2019 and March 31, 2018 include restricted cash and bank balances of Rs. 36 lakhs and Rs. 348 lakhs respectively. The restrictions are primarly on account of bank balances held as margin money deposits against guarantees and balances held in unpaid dividend bank accounts.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

145

Changes in liabilities arising from fnancing activities:		Amount in Rs. lakhs
Particulars As at April 01, 2018 Borrowings 1 Total liabilities from fnancing activities 1	Cash flows	As at March 31, 2019
	(1)	-
	(1)	-
Changes in liabilities arising from fnancing activities:		Amount in Rs. lakhs
Particulars As at April 01, 2017 Borrowings 101 Total liabilities from fnancing activities 101	Cash flows	As at March 31, 2018
	(100)	1
	(100)	1
14. Loans - Current assets		Amount in Rs. lakhs
Particulars	As at March 31, 2019 82 82	As at March 31, 2018
Unsecured, consideredgood
Securitydeposits		123
Total		123
15. Other fnancial assets - Current assets		Amount in Rs. lakhs
Particulars	As at March 31, 2019 162 1,776 2 72 2,012 7,073 1,016 36 89 162 1,776 2 72 275 82 10,583	As at March 31, 2018
Unsecured, consideredgood
Claimable expenses		152
Unbilled revenue		1,789
Accrued interest		4
Employee advances		157
Total		2,102
Break up of fnancial assets carried at amortized cost: Trade receivable (current) (Note no. 12)		5,734
Cash and cash equivalents (current) (Note no. 13)		2,772
Other bank balances (current) (Note no. 13)		348
Fixed deposits with bank with original maturity of more than 12 months (Note no. 8)		27
Claimable expenses (current) (Note no. 15)		152
Unbilled revenue (current) (Note no. 15)		1,789
Accrued interest (current) (Note no. 15)		4
Employee advances (current) (Note no. 15)		157
Securitydeposits (non-current) (Note no. 7)		239
Securitydeposits (current) (Note no. 14)		123
Total		11,345
16. Other current assets		Amount in Rs. lakhs
Particulars	As at March 31, 2019 103 484 (79) 405 169 677	As at March 31, 2018
Advances recoverable in cash or kind		45
Balances withgovernment authorities*		260
Less: Provision for doubtful input credit receivable		(79)
Net balance withgovernment authorities		181
Prepaid expenses		153
Total		379

Represents amount of service tax input credit receivable and goods and service tax input credit receivable

Mindteck 2018–19 Annual Report Consolidated Financial Statements

146

17. Equity	Amount in Rs. lakhs
Particulars As at March 31, 2019 Authorised capital Equity shares 28,000,000 (March 31, 2018: 28,000,000) equityshares of Rs 10 each 2,800 Preference shares 500 500,000 (March 31, 2018: 500,000) cumulative, non-convertible, redeemablepreference shares of Rs 100 each Issued, subscribed and paid-up share capital 25,621,898 (March 31, 2018: 25,621,898) equity shares of Rs 10 each 2,562 Less: 416,000 (March 31, 2018: 416,000) equity shares of Rs. 10 each fully paid-upheld bythe Mindteck Employees Welfare Trust 41 2,521	As at March 31, 2018

	2,800
	500
	2,562 41
	2,521

a. Consolidation of the Mindteck Employees Welfare Trust (‘Trust’)

The investment in the equity shares of the Company held by the Trust has been reduced from the share capital and securities premium account. Further, the opening retained earnings of the Trust has been included in the Company’s opening retained earnings. Balances, after inter-company eliminations, have been appropriately consolidated in the Company’s financial statements on a line-by-line basis.

b. On April 01, 2008, the Company acquired 100% equity in its fellow subsidiary Chendle Holdings Limited, BVI (‘Chendle Holdings’) including its wholly owned subsidiary Primetech Solutions Inc., USA, at an agreed valuation of USD 6,600,000 (approximately Rs. 264,664,741) and the purchase consideration was agreed to be settled by a fresh issue of the equity

shares of the Company to the shareholders of Chendle Holdings. The issue of equity shares to discharge the purchase consideration has been recorded at a price of Rs. 73.54 per equity share, being the fair value of the equity shares issued as per the valuation carried out by the independent valuer.

Of the total purchase consideration payable, 38,579 equity shares (March 31, 2018: 38,579 equity shares) have been reserved for allotment to certain shareholders of Chendle Holdings, subject to the furnishing of Permanent Account Number (‘PAN’) and other requirements by these shareholders. The submission of PAN is a pre-requisite to complete the allotment of shares. The Company is in the process of following up with the shareholders of Chendle Holdings to obtain the PAN and upon receiving the PAN, the Company would allot the remaining shares to these shareholders.

c. Reconciliation of the number of equity shares outstanding at the beginning and at the end of the year is as given below:

Particulars	As at March 31, 2019 No. of shares Amount (Rs. in Lakhs) 2,52,05,898 2,521 2,52,05,898 2,521	As at March 31, 2018
		No. of shares Amount (Rs. in Lakhs)
Outstandingat the beginningof theyear		2,49,67,895 2,497
Add: Additions during the year on exercise of employee stock options (refer Note no. 42)		1,73,704 18
Add: Shares issued to shareholders of Chendle Holdings (refer Note no. 17(b))*		64,299 6
Outstanding at the end of theyear		2,52,05,898 2,521

Represents shares issued for consideration other than cash or kind

d. Terms/rights attached to equity and preference shares

The Company has two class of shares referred to as equity shares having a par value of Rs. 10 and cumulative, non-convertible, redeemable preference shares having a par value of Rs. 100. Each holder of the equity share, as reflected in the records of the Company as of the date of the shareholders meeting, is entitled to one vote in respect of each share held for all matters submitted to vote in the shareholders meeting.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors

is subject to the approval of the shareholders in the Annual General Meeting.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

147

e. Equity shares held by holding company and subsidiary of holding company is given below:

Name of the shareholder	As at March 31, 2019 No. of shares % 16,431,604 64.13%	As at March 31, 2018
		No. of shares %
Embtech Holdings Limited		16,431,604 64.13%

f. Equity shareholders holding more than 5 percent shares in the Company:

Name of the shareholder	As at March 31, 2019 No. of shares % 16,431,604 64.13% 1,390,569 5.43%	As at March 31, 2018
		No. of shares %
Embtech Holdings Limited		16,431,604 64.13%
First Asian Investments S.A		1,390,569 5.43%

g . The Company has not allotted any fully paid up equity shares by way of bonus shares nor has bought back any class of equity shares during the period of five years immediately preceding the balance sheet date.

h. Shares reserved for issue

Terms attached to stock options granted to employees are described in Note no. 42 regarding share based payments. Also, refer Note no. 17(b) above.

18. Other Equity


18. Other Equity	Amount in Rs. lakhs
Particulars As at March 31, 2019 Capital reserve 798 Securitiespremium 10,156 Retained earnings 4,746 Other component of equity (Share application money pendingallotment) 28 Employee stock option reserve 334 Exchange difference on translating the fnancial statement 960 Total 17,022	As at March 31, 2018
	798
	10,156
	4,702
	28
	272
	699
	16,655

Notes:

i. Capital reserve

The Company has in the past created capital reserve in accordance with the provisions of the Companies Act, 2013.

ii. Securities premium

Security premium is used to record the premium received on issue of shares. It is utilized in accordance with the provisions of the Companies Act, 2013.

iii. Employee stock option reserve account

The Company has established various equity settled share based payment plans for certain categories of employees of the Company and subsidiaries. Refer Note no. 42 for further details on these plans.

iv. Distribution made andproposed	Amount in Rs. lakhs
Particulars As at March 31, 2019 Cash dividends on equity shares declared andpaid	As at March 31, 2018

Final dividend 252	250
Tax on dividend distribution 52 Total 304 Dividendproposed	52
	302

Final dividend 252	252
Dividend Distribution Tax (DDT) 52 Total 304	52
	304

On May 28, 2019, the Board of Directors of the Company proposed final dividend of Re. 1 per equity share for the year ended March 31, 2019. The total dividend payable amounting to Rs. 304 lakhs (including dividend distribution tax) is not recognised as a liability as at March 31, 2019.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

148

19. Other non-current fnancial liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Rental deposit 20 Total 20	As at March 31, 2018
	19
	19
20. Other non-current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Deferred lease rental income - Rent equalization reserve 14 Total 14	As at March 31, 2018
	2
	27
	29
21. Provision - Non- current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Provisions for employees benefts Provision for Gratuity(refer Note no. 39) 245 Other provisions Provision towards obligation under service concession arrangements 732 Total 977	As at March 31, 2018
	233
	425
	658
22. Borrowings - Current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Loan repayable on demand from banks (Secured) Bank overdraft - Total -	As at March 31, 2018
	1
	1
Note: Bank overdraft carry interest of 10.85 percent per annum, computed on a monthly basis on the actual amount utilized and / or repayable on demand. The bank overdraft is secured by way of frst and exclusive charge in all present and future book debts which are lesser than 90 days. 23. Tradepayables - Current liabilities Amount in Rs. lakhs
Particulars As at March 31, 2019 Dues to Micro, Small and Medium Enterprises (refer note below) 197 Others 1,282 Total 1,479	As at March 31, 2018
	1
	987
	988
Terms and conditions of the above fnancial liabilities - trade payables are non-interest bearing and are normally settled on 30 - 45 day terms.

for explanations on the Company’s credit risk management, refer to Note no. 45.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

149

The dues to Micro and Small enterprises as defined in “The Micro, Small & Medium Enterprises Development Act, 2006” are as follows:

Particulars As at March 31, 2019 (i) Principal amount remaining unpaid to any supplier as at the end of the accounting year. 197 (ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year. - (iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day duringeach accounting year. - (iv) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without addingthe interest specifed under the MSMED Act 2006. - (v) The amount of interest accrued and remaining unpaid at the end of the accounting year. - (vi) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid. -	As at March 31, 2018
	1
	- -
	-
	-
	-
24. Other fnancial liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unpaid dividend 7 Employee related liabilities 604 Total 611 Break up of fnancial liabilities carried at amortized cost: Rental deposit (non-current) (Note no. 19) 20 Borrowings (current) (Note no. 22) - Trade and otherpayables (current) (Note no. 23) 1,479 Unpaid dividend (current) (Note no. 24) 7 Employee related liabilities (current) (Note no. 24) 604 Total 2,110	As at March 31, 2018
	14
	675
	689
	19
	1
	988
	14
	675
	1,697
25. Provisions - Current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Provision for compensated absences 359 Provision towards obligation under service concession arrangements 39 Otherprovision 96 Total 494	As at March 31, 2018
	402
	47
	409
	858
26. Other current liabilities	Amount in Rs. lakhs
Particulars As at March 31, 2019 Unearned income 54 Capital creditors 44 Statutorydues 508 Rent equalization reserve 13 Total 619	As at March 31, 2018
	153
	3
	467
	14
	637

Mindteck 2018–19 Annual Report Consolidated Financial Statements

150

27. Revenue from operations		Amount in Rs. lakhs
Particulars	Year ended March 31, 2019 29,941 29,941	Year ended March 31, 2018 29,684 29,684
Sale of services
Total
Disaggregated revenue information		Amount in Rs. lakhs
Particulars Revenue bycontract type - Fixed Price - Time and material Total	Year ended March 31, 2019 1,553 28,388 29,941	Year ended March 31, 2018 445 29,239 29,684
28. Other income		Amount in Rs. lakhs
Particulars	Year ended March 31, 2019 81	Year ended March 31, 2018
Finance income (includes interest income on deposits for year ended March 31, 2019: Rs. 49 Lakhs; March 31, 2018: Rs. 117 Lakhs)		133
Rental income	27 15 101 38 23 285	26
Fair value gain on mutual fund at fair value throughproft or loss		7
Foreign exchangegain, net		-
Gain on sale of investments in mutual funds, net		3
Other non-operatingincome		39
Total		208
29. Employee benefts expense		Amount in Rs. lakhs
Particulars	Year ended March 31, 2019 18,315 1,099 86 85 696 20,281	Year ended March 31, 2018
Salaries and wages		18,353
Contribution toprovident and other funds		1,117
Gratuity(refer note 39)		78
Share-basedpayment expense (refer note 42)		182
Staff welfare expenses		708
Total		20,438
30. Finance costs		Amount in Rs. lakhs
Particulars	Year ended March 31, 2019 54 46 100	Year ended March 31, 2018
Interest expense and bank charges		51
Other interest costs		4
Total		55

Mindteck 2018–19 Annual Report Consolidated Financial Statements

151

31. Other expenses	31. Other expenses	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Rent 647 Hiringcharges 68 Directors sittingfees 26 Travel expenses 561 Foreign exchange loss, net - Power and fuel 158 Communication expenses 145 Professional charges 619 Repairs and maintenance - Buildings 1 - Others 137 Project supplyand services 1,283 Rates and taxes 43 Insurance 49 Remuneration to auditors (refer Note no. 34) 48 Membershipand subscription 271 Printingand stationery 26 Recruitment expenses 174 Provision for doubtful debts (net) and loss allowance (176) Contribution towards corporate social responsibility (refer note no 37) 18 Loss on sale of fxed assets - Bad-Debt written off 124 Provision for doubtful input credit receivable - Miscellaneous expenses 205 Total 4,427		Year ended March 31, 2018
		719
		58
		27
		590
		9
		148
		143
		547

		-
		146
		447
		75
		45
		52
		255
		19
		98
		39
		27
		1
		161
		79
		65
		3,750
32. Exceptional items		Amount in Rs. lakhs
Particulars As at March 31, 2019 Exceptional item - Total -*		As at March 31, 2018 162 162
* Exceptional item represents specifc bad debt written off during the year amounting Rs. 162 lakhs for receivables from a company/customer which had fled for bankruptcy. 33. Contingent liabilities and commitments Amount in Rs. lakhs (A) Particulars As at March 31, 2019 As at March 31, 2018 (i) Income tax matters: The Company is involved in certain tax disputes pertaining to transfer pricing and other adjustments which are pending at various forms. Management is confdent that the Company has a good case to defend as such cases are not tenable and no liabilityis expected in this regard. (a) in relation to AY: 2006-07 and AY: 2010-11 387 - (b) in relation to AY: 2006-07, AY: 2009-10, AY: 2010-11 and AY: 2012-13 - 860 (ii) Company has utilised bank guarantee facilities against the bank guarantees provided to Customers, Customs and Excise Departments for Software Technology Park of India (STPI) bondingfacilities. 276 514
	Particulars As at March 31, 2019 (i) Income tax matters: The Company is involved in certain tax disputes pertaining to transfer pricing and other adjustments which are pending at various forms. Management is confdent that the Company has a good case to defend as such cases are not tenable and no liabilityis expected in this regard. (a) in relation to AY: 2006-07 and AY: 2010-11 387 (b) in relation to AY: 2006-07, AY: 2009-10, AY: 2010-11 and AY: 2012-13 - (ii) Company has utilised bank guarantee facilities against the bank guarantees provided to Customers, Customs and Excise Departments for Software Technology Park of India (STPI) bondingfacilities. 276	As at March 31, 2018 - 860 514

Mindteck 2018–19 Annual Report Consolidated Financial Statements

152

(B) The Supreme Court of India in a judgment on Provident Fund (PF) dated February 28, 2019 addressed the principle for determining salary components that form part of Basic Salary for individuals below a prescribed salary threshold. The Company determined that they had not previously included some such components in Basic Salary. There are numerous interpretative

issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a matter of caution, the Company evaluated its provision on a prospective basis from the date of the SC order and concluded it to be insignificant. The Company will update its provision, on receiving further clarity on the subject.

34. Auditors’ remuneration


34. Auditors’ remuneration	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 As auditor - Audit Fees 36 - Tax Audit Fees 1 Other certifcation services 5 Reimbursement of expenses 6 Total 48	Year ended March 31, 2018
	43
	3
	4
	2
	52

Notes:

a) Remuneration for the year ended March 31, 2018 includes Rs. 9 lakhs paid to the predecessor auditor.

35. Earnings/(Loss) per share

The following table sets forth the computation of basic and diluted earnings per share:

35. Earnings/(Loss) per share
The followingtable sets forth the computation of basic and diluted earningsper share:	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Net Proft/(Loss) for the year attributable to equity shareholders 274 Weighted average number of equity shares of Rs. 10 each used for calculation of basic earningsper share 25,205,898 Earnings/(Loss)per share, basic (in Rs.) 1.09 Weighted average number of equity shares of Rs. 10 each used for calculation of diluted earningsper share* 25,696,679 Earnings/(Loss)per share, diluted (in Rs.) 1.06	Year ended March 31, 2018
	(565)

	25,019,470
	(2.26)

	25,661,826
	(2.26)

The weighted average number of shares takes into account the weighted average effect of changes in treasury shares transaction during the year

36. Operating leases

The Company leases offce under operating lease arrangements. Lease rental expense for offce facilities aregiven below:	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Cancellable 239 Non-cancellable 408 Total 647	Year ended March 31, 2018
	316
	403
	719

The future minimum lease rental payable under non-cancellable operating leases in aggregate are as follows:

	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Not later than oneyear 431 Later than oneyear and not later than fveyears 404 Total 835	Year ended March 31, 2018
	421
	681
	1,102

Mindteck 2018–19 Annual Report Consolidated Financial Statements

153

37. Expenditure on corporate social responsibility activities	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 a.Gross amount required to be spent by the Groupduringtheyear 17 b.Amount spent during the year ending on March 31, 2019: In Cash Yet to be paid in the cash i) construction acquistion of anyasset - - ii) on thepurpose other than (i) above 18 - c.Amount spent during the year ending on March 31, 2018: In Cash Yet to be paid in the cash i) construction acquistion of anyasset - - ii) on thepurpose other than (i) above 27 -	Year ended March 31, 2018
	26
	Total -
	18
	Total -
	27

38. Income tax

Income tax expense in the statement of profit and loss consists of:

38. Income tax
Income tax expense in the statement ofproft and loss consists of:	Amount in Rs. lakhs
Statement ofproft or loss Year ended March 31, 2019 Current tax 244 Deferred tax charge/(credit) 65 Income tax expense reported in the statement ofproft or loss 309 Tax relatingto earlieryears (147) Income tax expense reported in the statement ofproft or loss 162 Income tax recognised in other comprehensive income - Tax arising on income and expense recognised in other comprehensive income (20) Total (20)*	Year ended March 31, 2018
	431
	122
	553
	-
	553
	4
	4

*Includes reversal of provision towards uncertain taxes amounting to Rs. 155 Lakhs in view of the current status of net operating losses of Mindteck Inc., US.

The reconciliation between the provision of income tax of the Company and amounts computed by applying the Indian statutory income tax rate to profit before taxes is as follows:

statutory income tax rate to proft before taxes is as follows:
	Amount in Rs. lakhs
Particulars Year ended March 31, 2019 Proft/(Loss) before tax 436 Enacted income tax rate in India 27.82% Computed expected tax expense 121 Impact due to: tax expense on taxable income of proftable subsidiaries 29 other subsidiaries (121) tax expense on taxable income of Company 280 Total income tax expense 309	Year ended March 31, 2018
	(12)
	33.06%
	-

	102
	214
	237
	553

Mindteck 2018–19 Annual Report Consolidated Financial Statements

154

Deferred tax

Deferred tax
Deferred tax relates to the following:			Amount in Rs. lakhs
Particulars	Balance sheet		Statement of proft and loss and other comprehensive income
	As at March 31, 2019 (188) 44 26 68 252 202	As at March 31, 2018 27 43 27 65 125 287	Year ended March 31, 2019 (215) 1 (1) 3 127 (85)	Year ended March 31, 2018
Property, plant and equipment and intangible assets				(21)
Provision for doubtful debts, loss allowance and deposits				16
Compensated absences				(91)
Gratuity				5
Others				(35)
Deferred tax assets (net)				125

39. Employee benefits

A. Gratuity

The following tables set out the funded status of the gratuity plan and the amount recognized in the Company’s financial statements as at and for the year ended March 31, 2019 and March 31, 2018:

beneft plan, Gratuity plan is governed by the Payment of Gratuity Act, 1972. Under gratuity plan, every employee who has completed at least fve years of service gets a gratuity on departure @15 days of last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy. gratuity plan and the amount re fnancial statements as at and 31, 2019 and March 31, 2018:	cognized in the Company’s for the year ended March
	Amount in Rs. lakhs
Particulars As at March 31, 2019 Change in beneft obligations Beneft obligations at the beginning 301 Service cost 63 Interest expense 24 Actuarial loss/ (gain) due to change in fnancial assumptions (47) Actuarial loss/ (gain) due to experience adjustments (25) Beneftspaid (32) Beneft obligations at the end 284 Change in plan assets Fair value ofplan assets at the beginning 69 Contribution 3 Interest income 5 Administration Expenses (4) Return on plan assets excluding amounts included in interest income (1) Beneftspaid (33) Fair value ofplan assets at the end 39 Reconciliation of fair value of assets and defned beneft obligations Present value of obligation as at the end of theyear 284 Less: Fair value ofplan assets as at the end of theyear 39 Amount recognised in the Balance Sheet 245	As at March 31, 2018
	258
	61
	20
	(6)
	16
	(48)
	301

	76
	40
	7
	(4)
	(3)
	(48)
	68


	301
	69
	233

Mindteck 2018–19 Annual Report Consolidated Financial Statements

155

		Amount in Rs. lakhs
Year ended March 31, 2019 Expense recognised in proft or loss Current service cost 63 Interest expense 24 Interest income (5) Administrative expenses 4 86 Remeasurement gain/ (loss) recognised in other comprehensive income Actuarial loss/ (gain) due to change in fnancial assumptions 47 Actuarial loss/ (gain) due to experience adjustments 25 Return onplan assets excludingamounts included in interest income (1) 71		Year ended March 31, 2018
		61
		20
		(7)
		4
		78
		6
		(16)
		(3)
		(13)
		Amount in Rs. lakhs
Particulars As at March 31, 2019 Fiveyearpay-outs Year 1 53 Year 2 45 Year 3 41 Year 4 39 Year 5 38 After 5th Year 197 Actuarial assumptions Discount rate 7.30% Salary growth rate 7.00% Attrition rate 20.00% Retirement age 58years		As at March 31, 2018

		49
		42
		42
		40
		38
		247


		7.20%
		10.00%
		20.00%
		58years

Sensitivity analysis

		Amount in Rs. lakhs	Amount in Rs. lakhs
Particulars	Year ended March 31, 2019 Increase Decrease (12) 13 14 (13) (3) 3	Year ended March 31, 2018
	Increase (12) 14 (3)	Increase (14) 16 (7)	Decrease
Discount rate (1% movement)			15
Salary growth rate (1% movement)			(15)
Attrition rate (1% movement)			8

The Company’s Gratuity Fund is managed by Life Insurance Corporation of India (LIC). The plan assets under the fund are deposited under approved securities.

The expected rate of return on assets is based on the expectation of the average long term rate of return on investment of the fund, during the estimated term of obligation.

The expected contribution in next year is Nil (March 31, 2018: Nil).

Mindteck 2018–19 Annual Report Consolidated Financial Statements

156

B. Contribution to provident fund

The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year aggregated to Rs. 252 lakhs (year ended March 31, 2018: Rs. 241 lakhs).

40. Related party disclosures

(i) Names of related parties and description of relationship:

A. Enterprises who exercise Control

Transcompany Ltd., British Virgin Islands (BVI) - Ultimate holding company Embtech Holdings Ltd., Mauritius - Holding company

B. Key management personnel

Meenaz Dhanani	Non- Executive Director (Appointed with effect from June 16, 2017)
Sanjeev Kathpalia	Managing Director and Chief Executive Offcer
Narayan A. Menon	Independent director (Deceased on December 11, 2017)
Jagdish Malkani	Independent director
Javed Gaya	Independent director (Resigned with effect from April 03, 2018)
Guhan Subramaniam	Independent director
Prochie Mukherji	Independent director
Satish Menon	Independent director (Appointed with effect from May 14, 2018)
Subhash Bhushan Dhar	Independent director (Appointed with effect from May 29, 2018)
Yusuf Lanewala	Chairman (Appointed with effect from April 01, 2017)
Anand Balakrishnan	Chief Financial Offcer (Resigned with effect from July 21, 2017)
Prashanth Idgunji	Chief Financial Offcer (Appointed with effect from November 08, 2017)
Shivarama Adiga S.	Company Secretary

(ii) Related party transactions:

Re a.	latedparty transactions:	Amount in Rs. lakhs
	Particulars Year ended March 31, 2019	Year ended March 31, 2018
	Transactions with the key management persons for the year ended are as follows: Compensation of keymanagementpersonnel of the Group Short-term employee benefts 387 Share-basedpayment transactions 64 Benefts paid to Non-executive directors / independent directors 26 Total 477*
		360
		143
		27
		530

The remuneration to the key managerial personnel does not include the provision/ accruals made on best estimate basis as they are determined for the Company as a whole.

41. Segment information

A. Description of segments and principal activities

The Mindteck Group’s operations predominantly relate to providing software services to external customers and providing IT-enabled services to subsidiaries within the Group.

Since IT-enabled services are rendered to subsidiaries which are consolidated, the disclosure of a separate IT-enabled services segment as a separate primary segment is not applicable. The Group is therefore considered to constitute a single primary business segment and accordingly primary segment disclosures have not been presented.

Based on the “management approach” as defined in Ind AS 108 - Operating Segments, the Chief Operating Decision Maker also evaluates the Group performance and allocates resources based on an analysis of various performance indicators by geographical areas. Accordingly, information has been presented in respect of such geographical segments.

The accounting principles consistently used in the preparation of the consolidated financial statements are also consistently applied to record income and expenditure in the individual segments.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

157

B. Geographical Segments

Geographical Segments
	Amount in Rs. lakhs
Revenue Year ended March 31, 2019 United States of America (USA) 17,165 India 4,930 Rest of the world 7,846 Total 29,941	Year ended March 31, 2018
	19,274
	3,384
	7,026
	29,684

Revenue from two customers amounted to more than 10% of the total revenue of the Group amounting to Rs. 3,531 Lakhs and Rs. 3,271 Lakhs (March 31, 2018: Rs. 5,046 Lakhs and Rs. 5,603 Lakhs) for the year ended March 31, 2019.

Lakhs (March 31, 2018: Rs. 5,046 Lakhs and Rs. 5,603 Lakhs) for the year ended March 31, 2019.
	Amount in Rs. lakhs
Carrying amount of segment assets by location of assets Year ended March 31, 2019 United States of America (USA) 4,960 India 7,237 Rest of the world 3,243 Unallocated Corporate asset - Goodwill on consolidation 8,481 Total 23,921	Year ended March 31, 2018
	5,526
	6,338
	3,209
	8,481
	23,554
	Amount in Rs. lakhs
Cost to acquire tangible and intangible fxed assets by location of assets Year ended March 31, 2019 United States of America (USA) 6 India 548 Rest of the world 2 Total 556	Year ended March 31, 2018
	-
	830
	2
	832

42. Employee stock options

As at March 31, 2019, the Company has the following sharebased payment arrangements:

Board of Directors. The options vest annually in a graded manner over a three year period and are exercisable during a maximum period of 5 years from the date of vesting.

a. Employee Share Incentive Scheme 2000

The Company has an Employee Share Incentive Scheme 2000 (‘ESIS 2000’) for the benefit of its employees administered through the Mindteck Employees Welfare Trust (‘The Trust’). The Trust, which was constituted for this purpose, subscribed to 416,000 equity shares renounced in its favour by the Company’s promoters/ directors in the Company’s earlier rights issue. These shares are to be distributed amongst the employees, based on the recommendations made by the Company’s Nomination & Remuneration Committee. No equity shares have been distributed under the ESIS 2000 and therefore, no stock compensation expense has been recorded.

b. Mindteck Employees Stock Option Scheme 2005 (ESOP 2005)

During the year ended March 31, 2006, the Company introduced the ‘Mindteck Employees Option Scheme 2005’ (‘the Option Scheme 2005’) for the benefit of the employees of the Group, as approved by the Board of Directors in its meeting held on July 4, 2005 and the shareholders meeting held on July 29, 2005. The Option Scheme 2005 provides for the creation and issue of 500,000 options that would eventually convert into equity shares of Rs 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Compensation Committee of the

During the year ended March 31, 2019, the Company has granted 24,000 options on May 29, 2018 at an exercise price of Rs. 55.15 per share.

c. Mindteck Employees Stock Option Scheme 2008 (ESOP 2008)

During the year ended March 31, 2009, the Company introduced ‘Mindteck Employees Stock Option Scheme 2008’ (‘the Option Scheme 2008’) for the benefit of the employees of the Group, as approved by the Board of Directors in its meeting held on May 27, 2008 and the shareholders meeting held on July 30, 2008. The Option Scheme 2008 provides for the creation and issue of 1,200,000 options that would eventually convert into equity shares of Rs. 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination & Remuneration Committee of the Board of Directors. The options vest annually in a graded manner over a three year period and are exercisable during a maximum period of 5 years from the date of vesting. The vesting term and the period over which the options

Mindteck 2018–19 Annual Report Consolidated Financial Statements

158

are exercisable is to be decided by the Nomination & Remuneration Committee.

During the year ended March 31, 2019, the Company has granted 170,000 options on August 14, 2018 at an exercise price of Rs. 48.70 per share.

d. Mindteck Employees Stock Option Scheme 2014 (ESOP 2014)

During the year ended March 31, 2015, the Company introduced ‘Mindteck Employees Stock Option Scheme 2014’ (‘the Option Scheme 2014’) for the benefit of the employees of the Group, as approved by the Board of Directors in its meeting held on May 29, 2014 and the

shareholders meeting held on August 14, 2014. The Option Scheme 2014 provides for the creation and issue of 2,500,000 options that would eventually convert into equity shares of Rs. 10 each in the hands of the employees. The options are to be granted to the eligible employees at the discretion of and at the exercise price determined by the Nomination and Remuneration Committee of the Board of Directors. The options vest annually in a graded manner over a three year period and are exercisable during a maximum period of 5 years from the date of vesting. The vesting term and the period over which the options are exercisable is to be decided by the Nomination and Remuneration Committee.

During the year ended March 31, 2019, the Company has granted 100,000 options on Feburary 26, 2019 at an exercise price of Rs. 34.70 per share.

During the year ended March 31, 2018, the Company has granted 250,000 options on April 10, 2017 at an exercise price of Rs. 81.30 per share.

e. Employees’ Stock Options details as on the balance sheet date are:

Particulars	2018-19 Option (no.) Weighted average exercise price per stock option 1,72,800 68.03 6,73,553 76.37 5,00,000 79.70 24,000 55.15 1,70,000 48.70 1,00,000 34.70 74,200 63.78 2,29,134 74.18 - - - - - - - - 1,22,600 67.10 6,14,419 69.90 6,00,000 73.51 82,600 67.12 2,92,086 74.11 2,50,000 79.17	2017-18	2017-18
	Option (no.) 1,72,800 6,73,553 5,00,000 24,000 1,70,000 1,00,000 74,200 2,29,134 - - - - 1,22,600 6,14,419 6,00,000 82,600 2,92,086 2,50,000	Option (no.) 2,00,100 6,05,624 2,50,000 40,500 3,12,000 2,50,000 57,300 80,867 - 10,500 1,63,204 - 1,72,800 6,73,553 5,00,000 97,400 2,01,020 83,333	Weighted average exercise price per stock option
Options outstanding at the beginning of the year ESOP 2005			71.56
ESOP 2008			65.42
ESOP 2014			78.10
Options granted during the year ESOP 2005			74.15
ESOP 2008			75.90
ESOP 2014			81.30
Cancelled, surrendered or lapsed during the year ESOP 2005			90.25
ESOP 2008			79.13
ESOP 2014			-
Exercised during the year on exercise of employee stock options/ restricted shares+ ESOP 2005			37.64
ESOP 2008			33.45
ESOP 2014			-
Options outstanding at the end of the year ESOP 2005			68.03
ESOP 2008			76.37
ESOP 2014			79.70
Options exercisable at the end of the year ESOP 2005			58.66
ESOP 2008			65.61
ESOP 2014			78.10

Mindteck 2018–19 Annual Report Consolidated Financial Statements

159

The weighted average share price at the date of exercise:

+ The weighted average share price at the date of exercise:
Particulars 2018-19 ESOP 2005 - ESOP 2008 - ESOP 2014 -	2017-18
	73.47
	72.63
	-

f. Details of Weighted average remaining contractual life and range of exercise prices for the options outstanding at the balance sheet date

outstanding at the	balance sheet date	balance sheet date
Particulars	Weighted average remaining contractual life (years)*		Range of	exerciseprices 2017-18 13.55 - 92.10 43.60 - 130.80 78.10 - 84.45	Fair value of options granted during theyear
	2018-19	2017-18	2018-19		2018-19 28.46 24.12 13.60	2017-18
ESOP 2005	2.0	3.3	13.55 - 92.10			39.18
ESOP 2008	3.2	4.6	43.60 - 130.80			33.96
ESOP 2014	5.6	6.9	34.70 - 81.30			42.37

considering vesting and exercise period

g. Fair value methodology

The following table list the inputs to the models used for the three plans for the year ended March 31, 2019 and March 31, 2018, respectively:

Particulars		March 31, 2019	March 31, 2019	March 31, 2018	March 31, 2018
	ESOP 2005	ESOP 2008	ESOP 2014	ESOP 2005	ESOP 2008 7.50% 62.98% 2.53% 4.59 Black scholes	ESOP 2014
Risk-free interest rate	7.99%	7.55%	6.93%	7.89%		6.83%
Expected volatility of share	62.30%	62.51%	57.24%	62.60%		62.73%
Expected dividend yield	2.07%	2.44%	1.74%	2.13%		1.91%
Expected life (years)	4.77	4.55	4.50	4.69		4.50
Model used	Black scholes	Black scholes	Black scholes	Black scholes		Black scholes

h. The expense recognised for employee services received during the year is shown in the following table:

	Amount in Rs. lakhs
Particulars For the year ended March 31, 2019	For the year ended March 31, 2018
Expense arising from equity-settled share-based payment transactions 85	182
Total expense arising from share-basedpayment transactions 85	182

43. Service concession arrangement (SCA)

a. Significant terms of Service concession arrangement are provided below:

	Authorisation agreement signed between
Particulars	Municipal Corporation Bhopal (“MCB”)
Nature of the asset recognised under SCA accounting	Intangible assets
Carryingvalue as at March 31, 2019 (Rs. in lakhs)	Rs. 932 Lakhs (March 31, 2018: Rs 563 Lakhs)
Year when SCAgranted	FY 2017-18
Concessionperiod	10years
Extension of concessionperiod	Not applicable
Work inprogress - status	Phase 1 completed & Phase 2partiallycompleted
Premature termination	Not applicable
Brief description of concession	The Company has been awarded a contract under Public
	Private Partnership on July 26, 2017 with Municipal
	Corporation of Bhopal (MCB) for designing, implementation/
	construction, installation, fnancing, and maintenance of
	Smart ParkingSystem (SPS).

Mindteck 2018–19 Annual Report Consolidated Financial Statements

160

b. Intangible asset under development under SCA

Intangible asset under development under SCA
	Amount in Rs. lakhs
Particulars As at March 31, 2019 OpeningBalance 563 Add: Cost of supplies including proft margin 93 Provision towards obligation under service concession arrangements 337 Less: Amortization for theyear 61 Total 932	As at March 31, 2018
	-
	91 481
	9
	563

44. Financial instruments

The carrying value of financial instruments by categories is as below:

44. Financial instruments The carrying value of fnancial instruments by categories is as below:
	Amount in Rs. lakhs
Particulars As at March 31, 2019 Financial assets - Non-current (measured at amortized cost) Securitydeposits ^ 275 Fixed deposits bank with original maturity of more than 12 months# 89 Financial assets - Current (measured at fair value through proft & loss) Investments in mutual funds $ 1,351 Financial assets - Current (measured at amortized cost) Trade receivables # 7,073 Cash and cash equivalents # 1,016 Other bank balances # 36 Employee advances# 72 Securitydeposits ^ 82 Claimable expenses # 162 Unbilled revenue # 1,776 Accrued interest # 2 Total assets 11,934 Financial liabilities - Non-current (measured at amortized cost) Rental deposit ^ 20 Financial liabilities - Current (measured at amortized cost)# Bank overdraft - Tradepayables 1,479 Unpaid dividend 7 Others 604 Total liabilities 2,110	As at March 31, 2018
	239
	27
	810
	5,734
	2,772
	348
	157
	123
	152
	1,789
	4
	12,155
	19
	1
	988
	14
	675
	1,697

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

$ The carrying value of this account is measured at fair value through profit & loss and are classified as level 1 of fair value hierarchy.

Management has assessed these carrying balances approximates their fair value largely due to the short term maturities/ liquid nature.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

161

45. Financial risk management

The Company has exposure to following risks arising from financial instruments-

credit risk
market risk
interest risk
liquidity risk

Risk management framework

The Company’s audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relations to the risks faced by the Group. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

a. Credit risk

Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Group is exposed

to credit risk from its operating activities (primarily trade receivables and unbilled revenue) from its financing activities including deposits with banks and financial institutions.

i) Trade and other receivables:

Credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.

Expected credit loss (ECL) assessment for corporate customers as at March 31, 2019 and March 31, 2018

The following table provides information about the exposure to credit risk and expected credit loss for trade receivables and unbilled revenue:

Amount in Rs. lakhs

unbilled revenue:		Amount in Rs. lakhs
Particulars	As at March 31, 2019 Gross amount Provision and loss allowance 9,210 361 9,210 361	As at March 31, 2018
		Gross amount Provision and loss allowance
Trade receivables and unbilled revenue		8,027 504
Total		8,027 504
Reconciliation ofprovision for doubtful debts and loss allowance:		Amount in Rs. lakhs
Particulars		Amount
Provision and loss allowance on April 01, 2017		442
Changes inprovision and loss allowance		62
Provision and loss allowance on March 31, 2018		504
Changes inprovision and loss allowance		(143)
Provision and loss allowance on March 31, 2019		361

ii) Other financial assets and deposits with banks:

Credit risk on cash and cash equivalent is limited as (including bank balances, fixed deposits and margin money with banks) the Group generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

b. Market risk

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Group’s income and its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

162

Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exchange risk arises from its foreign operations, foreign currency revenues and expenses, (primarily in United States Dollars (‘USD’). The Group’s exposure to the risk of changes in foreign exchange

rates relates primarily to the Company’s operating activities. The Group also has exposures to Great Britain Pound (‘GBP’) and Singapore Dollar (‘SGD’).

Unhedged foreign currency exposure

Foreign currency exposures that have not been hedged by derivative instruments or otherwise are as follows:

Particulars	Currency AUD QAR TRY USD Total EUR USD TRY SGD Total	As at March 31, 2019 Amount in Rs. lakhs 2 14 2 201 219 - 22 - - 22	As at March 31, 2018
			Amount in Rs. lakhs
Trade receivables towards services rendered			-
			20
			-
			128
			148
Trade payables for services availed			1
			10
			-
			1
			12

Sensitivity analysis

Every 1% increase or decrease of the respective foreign currencies compared to functional currency of the Group would cause the profit before exceptional items in proportion to revenue to decrease or increase respectively by 0.01% (profit before exceptional items for the year ended March 31, 2018 by 0.91%).

c. Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk

of changes in market interest rates relates primarily to its short term borrowings in nature of working capital loans, which carry floating interest rates. Accordingly, the Group’s risk of changes in interest rates relates primarily to the Group’s debt obligations with floating interest rates.

Amount in Rs. lakhs

Particulars	Year ended March 31, 2019 Change in interest rate Effect on proft before tax +1% - -1% -	Year ended March 31, 2018
		Change in interest rate Effect on proft before tax
Borrowings		+1% -
		-1% -

d. Liquidity risk

Liquidity is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing the liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Group’s principal sources of liquidity are cash and

cash equivalents and the cash flow that is generated from operations. The Group believes that the cash and cash equivalents is sufficient to meet its current requirements. Accordingly no liquidity risk is perceived.

Exposure to liquidity risk

The table below details the Group’s remaining contractual maturity for its financial liabilities. The contractual cash flows reflect the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay.

Mindteck 2018–19 Annual Report Consolidated Financial Statements

163

Amount in Rs. lakhs

Particulars Carrying value March 31, 2019 Rental deposit 20 Tradepayables 1,479 Unpaid dividend 7 Others 604 2,110 March 31, 2018 Rental deposit 19 Bank Overdrafts 1 Tradepayables 988 Unpaid dividend 14 Others 675 1,697	Contractual cash flows
	Total On demand < 1 Yr >1 Yr
	20 - 20 -
	1,479 - 1,479 -
	7 7 - -
	604 604 - -
	2,110 611 1,499 -
	19 - - 19
	1 - 1 -
	988 - 988 -
	14 14 - -
	675 675 - -
	1,697 689 989 19

46. Capital management

The Company’s objective is to maintain a strong capital base to ensure sustained growth in business and to maximise

the shareholders value. The capital management focusses to maintain an optimal structure that balances growth and maximizes shareholder value.

to ensure sustained growth in business and to maximise maximizes shareholder valu	e.
The Company’s adjusted net debt to equityratio is analysed as follows:	Amount in Rs. lakhs
Particulars As at March 31, 2019 Total equity attributable to shareholders of the Company(A) 19,543 Total borrowings (B) - Total Capital (C ) = (A)+(B) 19,543* Total loans and borrowings as a percentage of total capital (B/C) 0% Total equityas apercentage of total capital (A/C) 100%	As at March 31, 2018 19,176 1 19,177 0.01% 100%

No Changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019 and March 31, 2018.

*Total borrowings represents bank overdraft.

47. Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements

A. Contribution of net assets/(liability) in the consolidated financial statements:

		Amount in Rs. lakhs
Particulars	As at March 31, 2019 Amount % of total 18,142 93% 361 2% 603 3% 558 3% 337 2% - - (123) -1% 44 0% (17) 0% (398) -2% 36 - - - 19,543 100%	As at March 31, 2018
		Amount % of total
Parent
Mindteck (India) Limited		13,737 72%
Foreign entities
Mindteck, Inc.		3,908 20%
Mindteck Singapore Pte Ltd.		1,001 5%
Mindteck Software Malaysia SDN. BHD		485 3%
Mindteck UK Limited		206 1%
Mindteck Middle East Ltd S.P.C, Kingdom of Bahrain		(7) 0%
Mindteck Solutions Philippines Inc.		41 0%
Mindteck Canada, Inc.		2 0%
Mindteck Netherlands BV		(6) 0%
Mindteck GermanyGmbH		(191) -1%
Indian entities
Mindteck Employee Welfare Trust		- -
Hitech ParkingSolutions Private Ltd.		- -
Total		19,176 100%

164 Mindteck 2018–19 Annual Report Consolidated Financial Statements

B. Contribution of profit/(loss) in the consolidated financial statements:

		Amount in Rs. lakhs
Particulars	As at March 31, 2019 Amount % of total 718 262% (292) -106% (45) -16% 127 46% (12) -4% (58) -21% (26) -9% 47 17% - - (186) -68% - - - - 274 100%	As at March 31, 2018
		Amount % of total
Parent
Mindteck (India) Limited		191 -34%
Foreign entities
Mindteck, Inc.		(859) 152%
Mindteck Singapore Pte Ltd.		192 -34%
Mindteck Software Malaysia SDN. BHD		(17) 3%
Mindteck UK Limited		12 -2%
Mindteck Middle East Ltd S.P.C, Kingdom of Bahrain		(16) 3%
Mindteck Solutions Philippines Inc.		(39) 7%
Mindteck Canada, Inc.		- -
Mindteck Netherlands BV		- -
Mindteck GermanyGmbH		(29) 5%
Indian entity		- -
Hitech ParkingSolutions Private Ltd.		- -
Total		(565) 100%

C. Share in other Comprehensive income:

Share in other Comprehensive income:
		Amount in Rs. lakhs
Particulars	As at March 31, 2019 Amount % of total 51 17% 241 77% 28 9% (14) -4% (1) 0% (2) -1% 1 - (2) -1% - - 10 3% - - - - 312 100%	As at March 31, 2018
		Amount % of total
Parent
Mindteck (India) Limited		(9) -5%
Foreign entities
Mindteck, Inc.		11 8%
Mindteck Singapore Pte Ltd.		59 40%
Mindteck Software Malaysia SDN. BHD		93 62%
Mindteck UK Limited		23 15%
Mindteck Middle East Ltd S.P.C, Kingdom of Bahrain		- -
Mindteck Solutions Philippines Inc.		(2) -1%
Mindteck Canada, Inc.		- -
Mindteck Netherlands BV		(1) -1%
Mindteck GermanyGmbH		(26) -17%
Indian entity		- -
Hitech ParkingSolutions Private Ltd.		- -
Total		148 100 %

Mindteck 2018–19 Annual Report Consolidated Financial Statements

165

D. Share in total Comprehensive income:

Share in total Comprehensive income:
		Amount in Rs. lakhs
Particulars	As at March 31, 2019 Amount % of total 769 131% (50) -9% (17) -3% 113 19% (12) -2% (60) -10% (27) -5% 45 9% - - (175) -30% - - 586 100%	As at March 31, 2018
		Amount % of total
Parent
Mindteck (India) Limited		182 -44%
Foreign entities
Mindteck, Inc.		(847) 203%
Mindteck Singapore Pte Ltd.		252 -60%
Mindteck Software Malaysia SDN. BHD		75 -18%
Mindteck UK Limited		34 -8%
Mindteck Middle East Ltd S.P.C, Kingdom of Bahrain		(16) 4%
Mindteck Solutions Philippines Inc.		(41) 10%
Mindteck Canada, Inc.		- -
Mindteck Netherlands BV		(1) -
Mindteck GermanyGmbH		(55) 13%
Indian entity
Hitech ParkingSolutions Private Ltd.		- -
Total		(417) 100%

48. Standards issued but not yet effective

The amendments to standards that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

(i) Ind AS 116, Lease Accounting:

On March 30, 2019, the Ministry of Corporate Affairs notified the Companies (Indian Accounting Standards) Amendment Rules, 2019 containing Ind AS 116 – Leases and related amendments to other Ind ASs. Ind AS 116 replaces Ind AS 17 – Leases and related interpretation and guidance. The standard sets out principles for recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of profit and loss. The Standard also contains enhanced disclosure requirements for lessees. Ind AS 116 substantially carries forward the lessor accounting requirements as per Ind AS 17. Ind AS 116 is effective for annual periods beginning on or after April 1, 2019.

(ii) Ind AS 12 - Appendix C - Uncertainty over Income Tax treatments:

On March 30, 2019, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2019

containing Appendix C to Ind AS 12, Uncertainty over Income Tax treatments which clarifies the application and measurement requirements in Ind AS 12 when there is uncertainty over income tax treatments. The current and deferred tax asset or liability shall be recognized and measured by applying the requirements in Ind AS 12 based on the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined by applying this appendix. The amendment is effective for annual periods beginning on or after April 1, 2019.

(iii) Amendment to Ind AS 19 - Employee benefits:

On March 30, 2019, the Ministry of Corporate Affairs has notified limited amendments to Ind AS 19 – Employee Benefits in connection with accounting for plan amendments, curtailments and settlements. The amendments require an entity to use updated assumptions to determine current service cost and net interest for the remainder of the period after a plan amendment, curtailment or settlement and to recognise in profit or loss as part of past service cost, or a gain or loss on settlement, any reduction in a surplus, even if that surplus was not previously recognised because of the impact of the asset ceiling. The amendment will come into force for accounting periods beginning on or after April 1, 2019, though early application is permitted.

(iv) Amendment to Ind AS 12 – ‘Income Taxes’:

Mindteck 2018–19 Annual Report Consolidated Financial Statements

166

distributions to owners. Therefore, an entity shall recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognised those past transactions or events. The amendment will come into force for accounting periods beginning on or after April 1, 2019.

The Group is evaluating the effect of the aforementioned on its consolidated financial statements

49. The Company has entered into ‘International transactions’ with ‘Associated Enterprises’ which are subject to Transfer Pricing regulations in India. The Company is in the process of carrying out transfer pricing study for the year ended March 31, 2019 in this regard, to comply with the requirements of the Income Tax Act, 1961. The Management of the Company, is of the opinion that such transactions with Associated Enterprises are at arm’s length and hence in compliance with the aforesaid legislation. Consequently, this will not have any impact on the standalone financial statements, particularly on account of tax expense and that of provision for taxation.

per Rajeev Kumar Yusuf Lanewala Sanjeev Kathpalia Jagdish Malkani Partner Chairman Managing Director and CEO Director Membership number: 213803 DIN - 01770426 DIN - 05257060 DIN - 00326173 Prashanth Idgunji Shivarama Adiga S Chief Financial Officer Company Secretary Place: Bengaluru Place: Bengaluru Date: May 28, 2019 Date: May 28, 2019

Mindteck 2018–19 Annual Report AGM Notice

167

Notice of the Annual General Meeting

(CIN: L30007KA1991PLC039702)

NOTICE is hereby given that the TWENTY-EIGHTH ANNUAL GENERAL MEETING of the Members of Mindteck (India) Limited will be held on Wednesday, August 14, 2019, at 12.00 Noon at Hotel Paraag, (behind ‘The Capitol Hotel’), #3, Rajbhavan Road, Bengaluru 560001, Karnataka, India, to transact the following business:

AS ORDINARY BUSINESS:

1. Adoption of Financial Statements.

To receive, consider and adopt the Audited Financial Statements, including the Consolidated Financial Statements of the Company, for the financial year ended March 31, 2019, together with the Board’s Report and Auditor’s Report thereon.

Registered Office

BY ORDER OF THE BOARD for Mindteck (India) Limited

A. M. R. Tech Park Block-1, 3rd Floor Shivarama Adiga S. #664, 23/24 Vice President Hosur Main Road Legal and Company Secretary Bommanahalli Bengaluru-560068 India May 28, 2019

2. Declaration of Dividend.

To declare dividend of Re. 1/- (Rupee One Only) per Equity Share for the financial year ended March 31, 2019.

3. Re-Appointment of Mr. Meenaz Dhanani who Retires by Rotation.

To appoint a Director in place of Mr. Meenaz Dhanani [DIN: 06705048], who retires by rotation and being eligible, offers himself for re-appointment.

AS SPECIAL BUSINESS:

4. Re-Appointment of Mr. Jagdish Dayal Malkani as an Independent Director.

To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to Section 149, 152 and any other applicable provisions of the Companies Act, 2013 and Rules made thereunder, read with Schedule IV to the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, Mr. Jagdish Dayal Malkani (DIN-00326173) who was appointed as an Independent Director by the Members of the Company on August 14, 2014 at their Annual General Meeting for a term of five (5) years up to August 13, 2019, has submitted a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and being eligible for re-appointment, be and is hereby re-appointed as an Independent Director for the second term of five (5) years from August 14, 2019 up to August 13, 2024 and shall not be liable to retire by rotation.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and are hereby severally authorized to take such steps, actions and do things, deeds, matters, including the filing of necessary forms with the Ministry of Corporate Affairs and intimation to Stock Exchanges, as may be required so as to give proper effect to this Resolution.”

Notes:

A Member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attend and vote on a poll instead of himself/herself and the proxy need not be a Member of the Company. A person can act as a proxy for not more than 50 Members and holding in aggregate not more than 10% of the total share capital. Proxies, in order to be effective, must be received by the Company at its Registered Office not less than 48 hours before the commencement of the meeting.
Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Business, is annexed hereto.
Corporate Members intending to depute their authorized representatives to attend the Annual General Meeting are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote at the Annual General Meeting.
A blank Attendance Slip is annexed to this Annual Report. Members/Proxies are requested to fill in their particulars on the attendance slip, affix their signature in the appropriate place and hand it to Company’s officials/ Registrar at the entrance of the meeting venue.
Pursuant to Section 91 of the Companies Act, 2013 the Register of Members and Share Transfer Register shall remain closed from August 08, 2019 to August 14, 2019 (both days inclusive) for the purpose of Annual General Meeting and payment of dividend.
Subject to the provisions of the Companies Act, 2013, dividend as recommended by the Board of Directors, if declared at the Annual General Meeting, will be paid within a period of 30 days from the date of declaration, to those Members whose names appear on the Register of Members as on August 07, 2019.
The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the Members at the AGM.

168 Mindteck 2018–19 Annual Report AGM Notice

The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the Members at the Registered Office of the Company.
Members holding shares in dematerialized form are requested to intimate any changes pertaining to their name, address, e-mail IDs, bank details, Electronic Clearing Services (ECS) or (NECS) compliant bank account numbers, mandates, nominations, Power of Attorney, etc., to their respective Depository Participant (DP). Changes intimated to the DP will be automatically reflected in the Company’s records that will help the Company and its RTA to provide efficient and better services to members. Members holding shares in physical form are requested to intimate such changes to the RTA, Universal Capital Securities Private Limited at 21/25, Shakil Niwas, Opp. Satya Saibaba Temple, Mahakali Caves Road, Andheri (East), Mumbai – 400093. Contact No. 022-2820 720305, Fax No. 022-2820 7207. For Members holding shares in physical form, the format to update your Electronic Clearing Services (ECS) and e-mail IDs is attached in the last page of this Annual Report.
AS PER SEBI CIRCULAR NO. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 DATED APRIL 20, 2018, ANY MEMBERS STILL HOLDING THEIR SHARES IN PHYSICAL FORM ARE REQUESTED TO SUBMIT THE PARTICULARS OF THEIR PAN NUMBER AND BANK ACCOUNT i.e. BANK ACCOUNT NUMBER, NAME OF THE BANK, ADDRESS OF THE BRANCH, IFSC , MICR CODE OF THE BRANCH AND TYPE OF ACCOUNT, TO THE COMPANY’S REGISTRAR, UNIVERSAL CAPITAL SECURITIES PRIVATE LIMITED AT 21/25, SHAKIL NIWAS, OPP. SATYA SAIBABA TEMPLE, MAHAKALI CAVES ROAD, ANDHERI (EAST), MUMBAI–400093. CONTACT NO. 022-2820 720305, FAX NO. 022-2820 7207, IN RESPECT OF WHICH SEPARATE COMMUNICATIONS HAVE ALREADY BEEN SENT TO SUCH SHAREHOLDERS BY THE COMPANY IN LINE WITH SEBI REQUIREMENTS.
AS PER SEBI PRESS RELEASE PR No.: 12/2019 DATED MARCH 27, 2019, IT IS INFORMED THAT WITH EFFECT FROM APRIL 01, 2019, TRANSFER OF SHARES SHALL NOT BE PROCESSED UNLESS THE SHARES ARE HELD IN DEMATERIALIZED FORM WITH A DEPOSITORY. HOWEVER, THE MEMBERS ARE NOT PROHIBITED FROM HOLDING SHARES IN PHYSICAL FORM.

12. MEMBERS HOLDING SHARES IN PHYSICAL FORM ARE REQUESTED TO CONVERT THEIR HOLDING TO DEMATERIALISED FORM TO ELIMINATE ANY KIND OF RISKS ASSOCIATED WITH THE PHYSICAL SHARES AND FOR EASE IN PORTFOLIO MANAGEMENT, SINCE PHYSICAL SHARE TRANSFERS ARE PROHIBITED BY SEBI FROM APRIL 01, 2019.

Members intending to seek explanation/clarification/copy of any document at the meeting about the information contained in the Annual Report are requested to inform the Company at least a week before the AGM date of

their intention to do so, in order to make the relevant information available, if the Chairman permits such information to be furnished.

Members who have not yet encashed their dividends for the previous years and wish to claim any outstanding dividends are requested to write to the Company’s Registrar. Members’ attention is particularly drawn to the “Corporate Governance Report” of the Annual Report in respect of Unclaimed Dividends on page number 51.
As per Section 101 and 136 read with applicable Rules of the Companies Act, 2013 and Regulation 36 of SEBI (LODR), Regulations, 2015, Companies are permitted to send documents to shareholders through electronic mode. Accordingly, the complete set of the Annual Report, along with the AGM Notice, has been sent by e-mail to those Members who have provided their e-mail IDs. Members are requested to support this initiative in full measure and contribute towards a greener environment by registering/updating their e-mail IDs. For shares held in dematerialized form, email-IDs need to be updated with their respective Depository Participants, and for shares held in physical form with the Company’s RTA. Those Members who have received the email copy of the Annual Report, and also wish to receive the physical copy may write to the Company Secretary. Members requiring any information or copies of financials of the Subsidiaries may write to the Company Secretary or refer the same on the website of the Company under the Investors Section.
In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rules framed thereunder and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Members are provided with the facility to cast their vote electronically through the e-voting services provided by CDSL on all resolutions set forth in this Notice.

A. The instructions for shareholders voting electronically are as under:

(i) The voting period begins on August 11, 2019 (9.00 a.m.) and ends on August 13, 2019 (5.00 p.m.). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of August 07, 2019 , may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders/Members
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

Mindteck 2018–19 Annual Report AGM Notice

169

(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.
In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Example: if your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date Bank of Birth (in DD/MM/YYYY format) as Details recorded in your Demat account or in the company records in order to login. OR Date

of Birth • If both the details are not recorded (DOB) with the depository or company please enter the member ID/folio number in the Dividend Bank details field as mentioned in instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for Mindteck (India) Limited, on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option

“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvii) If a Demat account holder has forgotten the changed login password then enter the User ID and the image verification code and click on Forgot Password, and enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xix) Note for Non-individual Shareholders and Custodians
a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
d. The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual

170 Mindteck 2018–19 Annual Report AGM Notice

available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com.

B. Other Instructions:

(i) The e-voting period commences on August 11, 2019 (9.00 a.m.) and ends on August 13, 2019 (5.00 p.m.). During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on August 07, 2019 (cut-off date) , may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The voting rights of Members shall be in proportion to their shares of the paid-up equity capital of the Company as on August 07, 2019 (cut-off date) .
(iii) Those investors who became shareholders of the Company after dispatch of the AGM Notice and holding shares as of August 07, 2019 (cut-off date) may obtain the login ID and password by sending a request to [email protected] or [email protected].
(iv) Mr. Gopalakrishnaraj H H., Practicing Company Secretary (Membership No. FCS 5654), has been appointed as the Scrutinizer to scrutinize the e-voting process (including the Ballot Form received from the Members, who do not have access to the e-voting process) in a fair and transparent manner.
(v) The Scrutinizer shall, within a period not exceeding 24 hours from the conclusion of the Annual General Meeting, unblock all the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.
(vi) Members who do not have access to the e-voting facility may send a duly completed Ballot Form (enclosed with the Annual Report) so as to reach the Scrutinizer appointed by the Board of Directors of the Company - Mr. Gopalakrishnaraj H H., Practicing Company Secretary (Membership No. FCS 5654), at the Registered Office of the Company no later than August 13, 2019 (5.00 p.m.).
(vii) Members have the option to request a physical copy of the Ballot Form by sending an e-mail to [email protected] or shivarama. [email protected] by mentioning their Folio/ DP ID and Client ID Number. However, the duly completed Ballot Form should reach the Registered Office of the Company no later than August 13, 2019 (5.00 p.m.).
(viii) Any Ballot Form received after this date shall be treated as invalid.
(ix) A Member may opt for only one mode of voting – either through e-voting or by Ballot. If a Member casts votes by both modes, then voting done

through e-voting shall prevail and Ballot shall be treated as invalid.

(x) The results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website (www.mindteck.com) and on the website of CDSL (www.evotingindia.com) within 48 hours of the passing of the Resolutions at the Twenty-Eighth AGM of the Company on August 14, 2019 and shall be communicated to the Stock Exchanges, where the shares of the Company are listed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 4: Re-appointment of Mr. Jagdish Dayal Malkani as an Independent Director.

Mr. Jagdish Dayal Malkani (DIN-00326173) was appointed as an Independent Director of the Company with effect from August 14, 2014 to August 13, 2019. Upon completion of his present term, Mr. Jagdish Dayal Malkani shall be eligible for re-appointment for a second term of up to five (5) years.

Mr. Jagdish Dayal Malkani has given a declaration to the Board of the Company that he meets the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, he has also provided the Company his consent in writing to act as Director in Form DIR-2 and intimation in Form DIR-8 in terms of Companies (Appointment and Qualification of Directors) Rules 2014, to the effect that he is not disqualified under Sub-Section (2) of Section 164 of the Companies Act, 2013.

In the opinion of the Board, Mr. Jagdish Dayal Malkani fulfills the conditions specified in the Companies Act, 2013 and Rules framed thereunder as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the re-appointment as an Independent Director for a term of 5 years and he is Independent of the Management.

In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, the re-appointment of Mr. Jagdish Dayal Malkani as an Independent Director of the Company for a term of five (5) years from August 14, 2019 to August 13, 2024 is placed before the Shareholders for approval.

The terms and conditions of appointment of the Independent Director shall be open for inspection by the Shareholders at the Registered Office of the Company during normal working hours on any working day, excluding Saturday and Sunday.

None of the Directors, Key Managerial Personnel or their relatives, except Mr. Jagdish Dayal Malkani and his relatives, are in any way concerned or interested in the resolution set out at Item No. 4 of the Notice.

The Board recommends the resolution for the approval of the Members.

Mindteck 2018–19 Annual Report AGM Notice

171

Information as per Secretarial Standards

Information as per Secretarial Standards
Name	Mr. Jagdish Dayal Malkani
Age	63years
Date of frst appointment on the Board	August 08, 2013
	Mr. Malkani was a Sloan Fellow at the Stanford Graduate
	School of Business in California where he earned a Master of
Qualifcations	Science degree in Management. He also holds an MBA with
	specialization in Finance from the Indian Institute of
	Management, Calcutta.
Experience	Over 30years
Remuneration last drawn	Not Applicable
Shareholding in the Company	NIL
Relationship with other Directors/KMP of the Company	NIL
Number of Board Meetings attended during the FY 2018-19	Four (4) Board Meetings
	1. Jagvin Financial Services Private Limited
	2. Jagvin Investments Private Limited
Directorships in other Companies
	3. Senbonzakura Consultancy Private Limited
	4. Hitech ParkingSolutions Private Limited
Chairman/Member of the Committee(s) of
Board of Directors in other Companies in which	NIL
he is a Director
	Mr. Malkani shall be re-appointed as an Independent Director
Terms and Conditions of Re-appointment	of the Company for a period of fve (5) years from August 14, 2019 to August 13, 2024 by the Board subject to the approval
	of the shareholders in the ensuingAGM.
	Mr. Malkani shall be paid the sitting fees for attending the
Remuneration to be paid	Board and Committee Meetings, if any, as approved by the Board and the proft related Commission as approved by the
	Board and the Members of the Companyfrom time to time.
	The detailed performance evaluation of Mr. Malkani, an
	Independent Director, has been done by the Company on a
Performance evaluation report/summary thereof	regular basis, and in the opinion of the Chairman of the
	Company, the evaluation/rating of the Director exceeds the
	expectation level.

Registered Office

A. M. R. Tech Park Block-1 3rd Floor, #664, 23/24 Hosur Main Road Bommanahalli Bengaluru-560068 India May 28, 2019

BY ORDER OF THE BOARD for Mindteck (India) Limited Shivarama Adiga S. Vice President Legal and Company Secretary

172 Mindteck 2018–19 Annual Report AGM Notice

ANNEXURE TO THE NOTICE

INFORMATION PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 REGARDING APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS

Name of the Director Appointment/ Re-appointment Brief Resume and nature of expertise in specifc functional areas List of other Listed Companies in which Directorship is held Chairman/Member of the Committee(s) of Board of Directors of other Listed Companies in which he is a Director Shareholding/Stock Options in the Company Relationship with other Directors/KMP of the Company	Mr. Jagdish Dayal Malkani Re-appointment Mr. Malkani is an accomplished fnance professional with extensive experience in India and Nigeria spanning over 30 years. He is an active member-broker in the capital market and futures/options segments of India’s National Stock Exchange (NSE), as well as the Bombay Stock Exchange (BSE). Mr. Malkani manages portfolios for a select clientele of domestic and NRI high net worth individuals, both directly and through a dealer network. Renowned for Indian equity markets expertise as a fundamental analyst, he makes frequent guest appearances on CNBC, ET Now, Bloomberg UTV and NDTV Proft. Earlier in his career, Mr. Malkani held the role of Country Manager (India) for TAIB Capital Corporation Limited, a corporate fnance, private equity and merchant banking subsidiary of Bahrain-based TAIB Bank. He also spent twelve years in Nigeria moving up the ranks to become the Managing Director at Inlaks Plc., the trading arm of Swiss-based Inlaks Group—one of the largest conglomerates in Nigeria at the time. Mr. Malkani was a Sloan Fellow at the Stanford Graduate School of Business in California where he earned a Master of Science degree in Management. He also holds an MBA with specialization in Finance from the Indian Institute of Management, Calcutta. In 2011, Mr. Malkani served as Honorary Secretary of the Rotary Club of Bombay, the oldest, most prestigious Rotary Club in India; todayhe remains a member. NIL NIL NIL NIL	Mr. Meenaz Dhanani
		Re-appointment
		Mr. Dhanani, a Non-Executive Director of Mindteck (India) Limited responsible for the US Operations since October 2015, serves as Director and President of Mindteck, Inc. He is a 30-plus year investment banking veteran with deep knowledge and expertise in international credit, trade and project fnance, corporate fnance, real estate, private equity, and venture capital investments. Prior to joining Mindteck, Mr. Dhanani headed the investment advisory subsidiary of Bahrain-based TAIB Bank where he managed the frm’s portfolio of US real estate and technology investments. He holds a B.A. from Bernard M. Baruch College, where he majored in Finance and Investment Analysis.
		NIL
		NIL
		100,000 Stock Options
		NIL

Mindteck 2018–19 Annual Report Attendance Slip

173

MINDTECK (INDIA) LIMITED

(CIN: L30007KA1991PLC039702) Registered Office: A. M. R. Tech Park, Block-1, 3rd Floor

664, 23/24, Hosur Main Road, Bommanahalli Bengaluru - 560068

ATTENDANCE SLIP

Please complete this attendance slip in all respects and hand it over at the entrance of the meeting hall.

REGD. FOLIO NO./CLIENT ID: DP ID NO.: NAME: ADDRESS: NUMBER OF SHARES: EMAIL ID:

==> picture [226 x 115] intentionally omitted <==

I certify that I am a registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the TWENTY-EIGHTH ANNUAL GENERAL MEETING of the Company at Hotel Paraag (behind ‘The Capitol Hotel’), #3, Rajbhavan Road, Bengaluru–560 001, Karnataka, India on Wednesday, August 14, 2019 at 12:00 Noon.

SIGNATURE OF THE SHAREHOLDER/PROXY

Note: A Proxy attending on behalf of the Member(s) shall write the name of the Member(s) from whom he holds Proxy.

Mindteck 2018–19 Annual Report Route Map to AGM Venue

174

Route Map to AGM Venue

==> picture [363 x 612] intentionally omitted <==

----- Start of picture text -----

KR Circle
Bengaluru Central
Railway Station
Freedom Park
Anand Rao Circle
Vidhana Soudha
Maharani’s College for Women
SJ Polytechnic
Cubbon Park
Hotel Paraag
N
W
E
S
Raj Bhavan Road
----- End of picture text -----

Mindteck 2018–19 Annual Report Proxy Form

175

MINDTECK (INDIA) LIMITED

(CIN: L30007KA1991PLC039702)

Registered Office: A.M. R. Tech Park, Block -1, 3rd Floor

664, 23/24, Hosur Main Road, Bommanahalli Bengaluru-560068, India

PROXY FORM (MGT-11)

Name of the Member(s):

Registered Address:

E-mail ID: Registered Folio No./Client ID No.:

DP ID No.: Number of Shares:

I/We…………………..……………………………………….........................of

……………………………...............

in the district of

………………….............. being a Member/Members of MINDTECK (INDIA) LIMITED, hereby appoint Mr./Ms.…….…………………........ ................. of …………..................... in the district of …..………................... or failing him/her, Mr./Ms. .……………..................………… of ………..................... in the district of ……………................ as my/our proxy to attend and vote for me/us on my/our behalf at the Twenty-Eighth Annual General Meeting of the Company to be held on Wednesday, August 14, 2019 at 12:00 Noon at Hotel Paraag (behind ‘The Capitol Hotel’), #3, Rajbhavan Road, Bengaluru–560 001, Karnataka, India and at any adjournment thereof in respect of such resolutions as indicated below:

	Resolution Number	Resolution	(Please mention no. of shares)	For	Against
	Ordinary business
	1	To receive, consider and adopt the Audited Financial Statements, including the Consolidated Financial Statements of the Company, for the fnancial year ended March 31, 2019, together with Board’s Report and Auditor’s Report thereon.
	2	To declare dividend of Re. 1/- per Equity Share for the fnancial year ended March 31, 2019.
	3	To re-appoint Mr. Meenaz Dhanani, who retires by rotation and being eligible, offers himself for re-appointment.
	Special business
	4	To re-appoint Mr. Jagdish Dayal Malkani as an Independent Director of the Company.

Signed this .......……………. day of………………………..

Signature of the Shareholder: ………..…………...………….. Signature of the Proxy: ………………………………

Note: The proxy form duly signed across the place earmarked for Signature must reach the Company’s Registered Office not less than 48 hours before the time of the meeting

Mindteck 2018–19 Annual Report

176

Dear Shareholder,

Green Initiative

The Ministry of Corporate Affairs (“MCA”) has taken a “Green initiative” by allowing paperless compliances by the companies through electronic mode.

We, at Mindteck, believe in Going Green and would like to avail this opportunity for sending all future correspondence such as notices, Annual Reports, financial statements and all other statutory documents in electronic mode. The documents sent to you in electronic mode shall also be available on the Company’s website: www.mindteck.com.

You are requested to register/update changes of your email address with your Depository Participant or with Universal Capital Securities Pvt. Ltd., our RTA ([email protected]) or to the Company ([email protected]) to ensure receipt of future communications and avoid loss and delays in postal transit.

Please note, as a valued shareholder, you are always entitled to request and receive, free of cost, a printed copy of the Annual Report of the Company and all other documents. If you wish to receive future communications in physical form, please inform by writing to us at [email protected] or to the Registered Office of the Company. In case you do not communicate your preference of receiving the documents in physical form, it shall be deemed that you have consented to receive the same in electronic mode by e-mail.

We solicit your patronage and support in helping the Company to implement the Green initiatives of the Government.

Thank you,

Yours faithfully,

for Mindteck (India) Limited

sd/-

Shivarama Adiga S.

Vice President, Legal and Company Secretary

Mindteck 2018–19 Annual Report 177 Ballot Form

MINDTECK (INDIA) LIMITED

(CIN: L30007KA1991PLC039702)

Registered Office: A.M. R. Tech Park, Block -1, 3rd Floor #664, 23/24, Hosur Main Road, Bommanahalli Bengaluru-560068, India

BALLOT FORM (MGT-12)

{Pursuant to Section 109 (5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies

(Management & Administration) Rules, 2014}

Name of the Member(s):

Registered Address:

E-mail ID: Registered Folio No./Client ID No.: DP ID No.:

Number of Shares:

I/We hereby excercise my/our vote in respect of Ordinary/Special Resolution enumerated below by recording any assent/ dissent to the said resolution given below:


Resolution Number	Resolution	(Please mention no. of shares)	For	Against
Ordinary business
1	To receive, consider and adopt the Audited Financial Statements, including the Consolidated Financial Statements of the Company, for the fnancial year ended March 31, 2019, together with Board’s Report and Auditor’s Report thereon.
2	To declare dividend of Re. 1/- per Equity Share for the fnancial year ended March 31, 2019.
3	To re-appoint Mr. Meenaz Dhanani, who retires by rotation and being eligible, offers himself for re-appointment.
Special business
4	To re-appoint Mr. Jagdish Dayal Malkani as an Independent Director of the Company.

Signed this .......……………. day of………………………..

Signature of the Shareholder: ………..…………...…………..

==> picture [171 x 37] intentionally omitted <==

----- Start of picture text -----

178 Mindteck 2018–19 Annual Report
AGM Notice
----- End of picture text -----

Mindteck 2018–19 Annual Report 179 Form for Registering E-mail ID

FORM FOR REGISTERING EMAIL ID

FOR SHARES HELD IN PHYSICAL MODE SHAREHOLDERS HOLDING SHARES IN DEMAT MODE Please complete this form and send it to: Please inform your respective Depository Shivarama Adiga S. Participant VP- Legal and Company Secretary Mindteck (India) Limited A. M. R. Tech Park, Block-1, 3rd Floor #664 23/24, Hosur Main Road Bommanahalli Bengaluru -560068 E-mail: [email protected]

Dear Sir,

I hereby request the Company to register my e-mail address as given below and give my consent for service of documents including the Notice of Shareholders' Meeting & Postal Ballot, Balance Sheet, Profit & Loss Account, Auditor's Report, Board's Report etc., through e-mail:

Folio No.
Name of the 1st Registered Holder
E-mail address

specimen signature with the Company

Name

Place

Date _ /_ /____

Mindteck 2018–19 Annual Report ECS Mandate Form

180

ECS MANDATE FORM

FOR SHARES HELD IN PHYSICAL MODE

SHAREHOLDERS HOLDING SHARES IN DEMAT MODE

Please complete this form and send it to: Please inform your respective Depository Participant

Shivarama Adiga S.

VP-Legal & Company Secretary

Mindteck (India) Limited

A. M. R. Tech Park, Block-1, 3rd Floor #664, 23/24, Hosur Main Road, Bommanahalli Bengaluru - 560068

664, 23/24, Hosur Main Road, Bommanahalli

E mail: [email protected]

Dear Sir,

I hereby declare to have the amount of dividend on my equity shares through the Electronic Clearing Service (ECS). The particulars are as under:

1) Folio No.
2) Name of the 1st Registered Holder
3) E-mail ID of the 1st Registered Holder
4) Bank Details

Name of the Bank

Full Address of the Branch

Complete Account Number

Account Type: (Please tick the relevant box for Savings Account or Current Account

Savings Account Current Account

Nine-Digit Code Number of the Bank and Branch appearing on the MICR Cheque issued by the Bank (Please attach a cancelled or photocopy of cheque )

I hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I will not hold the Company responsible.

signature with the Company

Date://____

Name: _____ Address: _________

Note:

This form should be submitted to Mindteck (India) Limited at the address given above to reach them on or before August 12, 2019 for the receipt of dividend declared, if any, for the financial year 2018-19.
This form is meant for shareholders holding shares in physical mode.
Shareholders holding shares in Demat mode should register their ECS particulars with their Depository Participants (DPs).

~~2 Storage~~

~~4 Medical Device~~

~~5 Semiconductor~~

~~7 Analytical Instrument~~

BSE: Scrip Code 517344 NSE: MINDTECK

GLOBAL LOCATIONS

INDIA, MIDDLE EAST

UNITED STATES

CANADA

EUROPE

Pennsylvania

Ontario

United Kingdom

Bengaluru

(Global Headquarters) A. M. R. Tech Park Block-1, 3rd Floor #664, 23/24 Hosur Main Road Bommanahalli Bengaluru - 560068 Tel: 91 80 4154 8000 Fax: 91 80 4112 5813

(US Headquarters)

2-215 Traders Boulevard East Mississauga, ON L4Z 3K5

4 Imperial Place Maxwell Road, Borehamwood Hertfordshire WD6 1JN United Kingdom

150 Corporate Center Drive Suite 200 Camp Hill, PA 17011 Tel: 1 717 732 2211 Fax: 1 717 732 2927

APAC

Singapore

Tel: 44 (0) 208 213 3121 Fax: 44 (0) 208 213 3001

7B Keppel Road #05-09 PSA Tanjong Pagar Complex Singapore 089055 Tel: 65 6225 4516, 6372 0067 Fax: 65 6225 4517

New Jersey

Germany

379 Thornall Street 6th Floor Edison, NJ 08837 Tel: 1 732 828 1792

Herriotstrasse 1 60528 Frankfurt am Main Germany

Kolkata

Millennium Towers Unit: T-2 9C, Tower II, Level IX Plot No: 62, Block DN Sector V, Salt Lake Kolkata 700091

Tel: 49 (0) 696 7733 488 Fax: 49 (0) 696 7733 200

Malaysia

California

Galleria@Cyberjaya Unit 16-5 Jalan Tecknokrat 6, Cyber 5 63000 Cyberjaya Selangor Darul Ehsan, Malaysia Tel: 603 8325 1365 Fax: 603 8325 1364

39899 Balentine Drive Suite 200 Newark, CA 94560 Tel: 1 510 490 1905 Fax: 1 717 732 2927

Netherlands

Schipholweg 103 2316 XC Leiden Netherlands Tel: 31 (0) 71 524 9370 Fax: 31 (0) 71 524 9250

Tel: 91 33 2367 4337/8 Fax: 91 33 2367 4336

Mumbai

Texas

1670, Regus Navi Mumbai Vashi Level 13, Platinum Techno Park Plot No 17 & 18, Sector 30A Vashi, Navi Mumbai Maharashtra 400 705 Tel: 91 22 6162 3101

5600 Tennyson Parkway Suite 185 Plano, Texas 75024 Tel: 1 888 459 2632 Fax: 1 888 467 0768

Suite 451, L3A-2, Level 3A SPICE Arena 180 Jalan Tun Dr. Awang 11900 Relau Pulau Pinang, Malaysia Tel: 604 6158 029

Turkey

Kozyatagi Mahallesi Sarikanarya Sokagi BYOFİS Plaza No:14 Kat:7 34736 Kadiköy/Istanbul, Turkiye Tel: 90 (216) 906 00 37

Ohio

8044 Montgomery Road Suite 700 Cincinnati, OH 45236 Tel: 1 513-427-7001

Bahrain

Philippines

Office #44, 3rd Floor Suite 700 Suhail Center, Building 81 Cincinnati, OH 45236 Road 1702, Block 317 Tel: 1 513-427-7001 Diplomatic Area, PO Box Missouri 10795 2 CityPlace Drive Manama - Kingdom of Bahrain Suite 200 Tel: 973 1753 4469 St. Louis, MO 63141 Fax: 973 1753 6332

U802, BSA Twin Towers Bank Drive, Ortigas Center Mandaluyong City 1550 Metro Manila Philippines Tel: 63 91 7563 4298

Mindteck is a global engineering and technology solutions company devoted to delivering knowledge that matters to help clients propel, compete and innovate as they move forward along the digital continuum. Its legacy expertise in embedded systems, enterprise applications and testing complements newer Analytics, Cloud, IoT, and RPA disciplines and accompanying solutions, and ensures that our clients’ R&D and technology investments are maximized. Since its establishment in 1991, the company’s clientele has included toptier Fortune 1000 companies, start-ups, leading universities, and government entities. Mindteck is among a select group of global companies appraised at Maturity Level 5, Version 1.3 of the CMMI Institute’s Capability Maturity Model Integration (CMMI). Mindteck is listed on both the Bombay Stock Exchange and the National Stock Exchange. Founding Member: ‘The Atlas of Economic Complexity’ (www.atlas.cid.harvard.edu) for the Center for International Development (CID) at Harvard University.

==> picture [54 x 468] intentionally omitted <==

Office Locations: India, US, Canada, UK, Germany, the Netherlands, Singapore, Malaysia, Philippines, Turkey, and Bahrain Development Centers: India (Kolkata and Bengaluru)

==> picture [121 x 30] intentionally omitted <==

www.mindteck.com [email protected]

MTAR-070519

AI assistant

Mindteck (India) Ltd — Annual Report 2019

60261_rns_2019-07-29_133703c4-142f-4886-9849-9e7032b75d1c.pdf

– 2018 19 Annual Report

LETTER TO SHAREHOLDERS

Dear Shareholders,

Along the Digital Continuum

Mindteck Experience

Key Project Highlights

Mindteck Brand

Social Responsibility

United and Determined

BOARD OF DIRECTORS

LEGAL AND COMPANY SECRETARY

AUDITORS

S.R. Batliboi & Associates LLP

BANKERS

REGISTERED OFFICE

Mindteck (India) Limited

REGISTRAR AND SHARE TRANSFER AGENT

Universal Capital Securities Private Limited

MANAGEMENT TEAM

Meenaz Dhanani

SALES

Santhosh Sampige Nagaraj

Ranga Yeragudi

RESEARCH AND DEVELOPMENT

DELIVERY

Arup Banerjee

Jacob Pillay

HUMAN RESOURCES

MARKETING AND COMMUNICATIONS

Board’s Report

1. FINANCIAL RESULTS

2. COMPANY AFFAIRS

Standalone

Consolidated

3. DIVIDEND

4. BUSINESS FOCUS AND HIGHLIGHTS

Analytics

Cloud

Internet of Things (IoT)

Robotic Process Automation

Product Engineering

Testing

Change in Nature of Business

5. QUALITY

6. INFRASTRUCTURE

7. SUBSIDIARIES

8. RELATED PARTY TRANSACTIONS

9. LITIGATION

10. CHANGES TO SHARE CAPITAL

11. FIXED DEPOSITS

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

13. TRANSFER TO RESERVES

14. DIRECTORS

Declarations by Independent Directors

Board Evaluation

Board Diversity

Policy on Directors’ appointment and remuneration

Number of meetings of the Board

Vigil Mechanism/Whistleblower Policy

Constitution of Internal Compliance Committee

15. AUDITORS

Statutory Auditor

Secretarial Auditor

19. INDEPENDENT DIRECTORS FAMILIARISATION

PROGRAMME

Cost Auditor

16. EXTRACT OF ANNUAL RETURN

20. PARTICULARS OF EMPLOYEES

17. SIGNIFICANT AND MATERIAL ORDERS

18. INTERNAL FINANCIAL CONTROL

21. COMMITTEES OF THE BOARD

22. RISK MANAGEMENT

26. CSR INITIATIVES

23. CORPORATE GOVERNANCE REPORT

24. MANAGEMENT DISCUSSION AND ANALYSIS

25. DIRECTORS’ RESPONSIBILITY STATEMENT

28. MINDTECK EMPLOYEES WELFARE TRUST

Mindteck (India) Ltd Annual Report 2019