HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM HTMT GLOBAL SOLUTIONS LIMITED (FORMERLY HTMT GLOBAL SOLUTION LIMITED) The Company was incorporated as Tele Video Communications India Pvt. Limited on 13th January 1995 under the Companies Act, 1956 and was converted into a public limited company on 20th May 1996. The name of the Company was changed to HTMT Technologies Limited and then to HTMT Global Solutions Limited vide fresh Certificates of Incorporation consequent upon change of name dated 11th July 2006 and 12th March 2007 respectively issued by the Registrar of Companies, Maharashtra, Mumbai. Regd. Office: IN CENTRE, 49/50, MIDC, 12TH ROAD, ANDHERI (EAST), MUMBAI 400093 Tel No.: 66910945 Fax No.: 66910988 Website: www.htmtglobal.com Contact Person: Mr. Somnath Majumdar, Senior Vice President and Head – Legal & Secretarial (Company Secretary and Compliance Officer); Email: [email protected] INFORMATION MEMORANDUM FOR LISTING OF 20538003 EQUITY SHARES OF RS. 10/- EACH FULLY PAID UP BEING SHARES ISSUED PURSUANT TO THE SCHEME OF ARRANGEMENT AND RECONSTRUCTION BETWEEN THE COMPANY AND HINDUJA TMT LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS. GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity shares of HTMT Global Solutions Limited unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the shares of t h e Company. For taking an investment decision, investors must rely on their own examination of the Company including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of risk factors on pages 8 to 10 of this Information Memorandum. ABSOLUTE RESPONSIBILITY OF HTMT GLOBAL SOLUTIONS LIMITED HTMT Global Solutions Limited having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Company which is material, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares o f HTMT Global Solutions Limited are proposed to be listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The Company has submitted this Information Memorandum with BSE and NSE and the same has been made available on the Company’s website viz. www.htmtglobal.com . The Information Memorandum would also be made available on the website of BSE viz. www.bseindia.com and on the website of NSE viz. www.nseindia.com. 1 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM REGISTRAR AND SHARE TRANSFER AGENT: SHAREPRO SERVICES (INDIA) PVT. LTD. 912, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai 400021 Tel : (91-22) 22884526;Fax : (91-22) 22825484; Contact Person : Ms. Mazrine Wadia; E-mail: [email protected] 2 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM TABLE OF CONTENTS Sr. Particulars Page No. No. I Definitions, Abbreviations and Industry related terms 4 II Risk Factors 8 III Summary 11 IV General Information 13 V Capital Structure 15 VI Scheme of Arrangement 27 VII Statement of Tax benefits 33 VIII Business 43 IX History of the Company 47 X Management 51 XI Promoters 70 XII Management Discussion and Analysis 73 XIII Financial Information 78 XIV Outstanding Litigations and Material Developments 120 XV Government Approvals 134 XVI Regulatory and Statutory Disclosures 135 XVII Description of Equity Shares and Terms of the Articles of Association 140 XVIII Documents for Inspection 153 XIX Declaration 154 3 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM I DEFINITIONS, ABBREVIATIONS AND INDUSTRY RELATED TERMS Act The Companies Act, 1956 as amended from time to time AGM Annual General Meeting Articles / AOA Articles of Association of HTMT Global Solutions Limited Appointed Date / Opening of business on 1st October 2006 Demerger Appointed Date Bankers to the Bankers of HTMT Global Solutions Limited Company Board Board of Directors of HTMT Global Solutions Limited BPO Business Process Outsourcing BSE Bombay Stock Exchange Limited BTO Business Transformation Outsourcing CDSL Central Depository Services (India) Limited Company / HTMT HTMT Global Solutions Limited (formerly known as HTMT Global/Resulting Technologies Limited) Company Demerged Company See “Hinduja TMT Limited” below Demerged The whole of the IT/ITES Business of the Demerged Company in Undertaking India and abroad, on a going concern basis, as defined in Clause 6(C) read with Clause 1 of the Scheme Demerger Transfer by way of demerger of the Demerged Undertaking of the Demerged Company to the Resulting Company, and the consequent issue of equity shares of the Resulting Company to the shareholders of the Demerged Company as set out in the Scheme Depositories Act The Depositories Act, 1996 as amended from time to time Depository A Depository registered with SEBI under the SEBI (Depositories & Participants) Regulations, 1996 as amended from time to time Directors Directors on the Board of HTMT Global Solutions Limited DP Depository Participant EPS Earnings Per Share {EPS = Profit After Tax / No. of Equity Shares} Equity Shares Fully paid-up equity shares of Rs.10/- each of HTMT Global Solutions Limited Equity Shareholders Equity Shareholders of HTMT Global Solutions Limited Effective date 7th March 2007, being the date of coming into effect of the Scheme FEMA Foreign Exchange Management Act, 1999 read with rules and regulations there under and amendments thereto FI Financial Institution FII(s) Foreign Institutional Investor(s) registered with SEBI under applicable laws Hinduja TMT Limited Hinduja TMT Limited having its registered office at In Centre, / Hinduja TMT / 49/50, MIDC, 12th Road, Andheri (East), Mumbai 400093 . Holding Company / Demerged Company HTMT Global See “Company” above 4 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM Information This Information Memorandum Memorandum I T Act Income Tax Act, 1961 as amended from time to time IT/ITES Undertaking Means and includes the Information Technology/Information Technology Enabled Services Undertaking of Hinduja TMT Limited transferred and vested in HTMT Global Solutions Limited as a going concern in terms of the Scheme and more particularly defined in Clause 6(C) read with Clause 1 of the Scheme. KPO Knowledge Process Outsourcing MOA Memorandum of Association of HTMT Global Solutions Limited NA Not Applicable NAV Net Asset Value {NAV = Net worth / No. of equity shares} NSDL National Securities Depository Limited NSE The National Stock Exchange of India Limited P/E Ratio Price/Earnings Ratio PAT Profit After Tax RBI Reserve Bank of India Record Date 9th April 2007, being the date fixed by the Board of Directors of HTMT Global Solutions Limited and Hinduja TMT Limited pursuant to Clause 23 of the Scheme. Registrar and Share Sharepro Services (India) Pvt. Ltd. having its Registered Office at Transfer Agent / Satam Estate, 3rd Floor, Above Bank of Baroda, Cardinal Gracious Registrars / Sharepro Road, Chakala, Andheri (East), Mumbai 400099 and office at 912, Raheja Chambers, Free Press Journal Road, Nariman Point, Mumbai 400021. Resulting Company See “Company” above ROC Registrar of Companies, Maharashtra, Mumbai Scheme / Scheme of Scheme of Arrangement and Reconstruction under Sections Arrangement and 100, 391 to 394 and other applicable provisions of the Companies Reconstruction Act, 1956 between HTMT Global Solutions Limited and Hinduja TMT Limited and their respective Shareholders and Creditors for the Demerger of the Information Technology/Information Technology Enabled Services (IT/ITES) Undertaking of Hinduja TMT Limited into HTMT Global Solutions Limited (with Appointed Date being 1st October 2006) and Reduction of the Issued, Subscribed and Paid up share capital of HTMT Global Solutions Limited, as sanctioned by the Hon’ble High Court of Judicature at Bombay vide its Order dated 23rd February 2007, which was filed with the Registrar of Companies, Maharashtra on 7th March 2007, which is the Effective Date of the Scheme. SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 SEBI Guidelines Extant Guidelines for Disclosure and Investor Protection issued by the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992 (as amended), called Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended, including instructions and clarifications issued by SEBI from time to time. Security(ies) Equity Share(s) 5 HTMT GLOBAL SOLUTIONS LIMITED INFORMATION MEMORANDUM Share Certificate(s) Equity Share Certificate(s) Stock Exchange Bombay Stock Exchange Limited and The National Stock Exchange of India Limited CURRENCY OF PRESENTATION In the Information Memorandum all reference to ‘Rs’ refer to Rupees, the lawful currency of India, reference to one