MASTEK GROUP BANKERS ICICI Bank Standard Chartered Bank COMPANY SECRETARY Bhagwant Bhargawe AUDITORS Price Waterhouse REGISTERED OFFICE 804/805, President House, Opp. C. N. Vidyalaya, Near Ambawadi Circle, Ahmedabad 380 006, India REGISTRAR AND SHARE TRANSFER AGENT Sharepro Services (India) Private Limited, Samhita Warehousing Complex, 13AB, Gala No. 52, Near Sakinaka Telephone Exchange, Off Andheri Kurla Road, Andheri (East), Mumbai 400 072, India 12 MASTEK GROUP – MANAGEMENT TEAM • Sudhakar Ram – Chairman & Managing Director •Barry Yard – Managing Director, Mastek -UK • Vinay Rajadhyakhsha – Chief Delivery Officer • Stefan Vanovertveldt – Chief Engineer • Farid Kazani – Group CFO & Finance Director • Kalpana Jaishankar – Sr. Vice-President & Group Head HR •Ketan Mehta – Co-Founder & CEO MajescoMastek • R. Sundar – Co-Founder & Executive Director 13 ANNUAL REPORT 2011-2012 PERFORMANCE ANALYSIS OF MASTEK GROUP GROUP REVENUE & NET PROFIT (` in Cr) 141 126 68 1 916 965 722 739 614 -56 2007-08 2008-09 2009-10 2010-11 2011-12 Income Net Profit BOOK VALUE OF SHARE (`) 203.30 198.17 189.03 182.07 145.84 2007-08 2008-09 2009-10 2010-11 2011-12 GEOGRAPHICAL SPREAD OF REVENUE (` in Cr) 128 80 253 333 51 56 44 294 317 258 585 553 377 349 291 2007-08 2008-09 2009-10 2010-11 2011-12 Europe North America Rest of the world 14 PERFORMANCE ANALYSIS OF MASTEK GROUP GROUP EMPLOYEE STRENGTH (Numbers) 4071 3759 3243 3083 2905 2007-08 2008-09 2009-10 2010-11 2011-12 CASH AND BANK BALANCES AND INVESTMENTS IN MUTUAL FUNDS 240 (` in Cr) 198 159 138 132 2007-08 2008-09 2009-10 2010-11 2011-12 RETURN ON EQUITY (%) 34 31 13 0 -11 2007-08 2008-09 2009-10 2010-11 2011-12 15 ANNUAL REPORT 2011-2012 TABLE OF CONTENTS PAGE NOS FROM THE CHAIRMAN’S DESK ............................................................................................................................. 9 NOTICE .................................................................................................................................................................... 17-21 MASTEK GROUP Auditors’ Report .............................................................................................................................................. 23 Financial Statistics ........................................................................................................................................... 24-47 Key Statistics ................................................................................................................................................... 48 Management Discussion & Analysis of Global Performance ........................................................................ 49-58 Frequently Asked Questions (FAQs) ............................................................................................................... 59-60 MASTEK LIMITED Directors’ Report ............................................................................................................................................. 61-68 Auditors’ Report .............................................................................................................................................. 69-71 Financial Statements ....................................................................................................................................... 72-96 CORPORATE GOVERNANCE REPORT .................................................................................................................... 97-114 CORPORATE SOCIAL RESPONSIBILITY ................................................................................................................... 115-124 PROXY FORM / ATTENDANCE SLIP ....................................................................................................................... 127 16 NOTICE 17 ANNUAL REPORT 2011-2012 MASTEK LIMITED Regd. Office: 804/805, President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ahmedabad - 380 006 Notice to Members approval of the Company be and is hereby accorded for the payment of certain benefits/perquisites as mentioned herein NOTICE is hereby given that the Thirtieth Annual General Meeting below to Mr. Ashank Desai, Non-Executive Director of the of MASTEK LIMITED will be held at the GICEA, Nirman Bhavan, Company, who is neither in Whole-time employment nor a opp. Law Garden, Ellis Bridge, Ahmedabad - 380 006, on Friday, Managing Director of the Company: October 5, 2012 at 11.00 a.m. to transact the following business: — residence telephone bills (including Internet ORDINARY BUSINESS: Connection) incurred by Mr. Desai for official purposes, 1. To receive, consider and adopt the Statement of Profit and mobile bills and credit card fees; Loss for the year ended on June 30, 2012, the Balance Sheet as on that date together with Reports of the Directors and — payment of premium for Mediclaim and Personal the Auditors thereon and the Consolidated Financials for Accident (PA) policy covering Mr. Desai and his family the year ended on June 30, 2012 along with the Auditors’ and further renewal of the Mediclaim and Personal Report thereon. Accident policy covering Mr. Desai and his family; 2. To appoint a Director in place of Mr. Ashank Desai, who — exclusive use of Chauffer driven Company car retires by rotation, and being eligible, offers himself for maintained by Company. re-appointment. RESOLVED FURTHER THAT the monetary value of the above 3. To appoint a Director in place of Mr. Ketan Mehta, who perquisites/facilities, shall not exceed ` 15 Lakhs per annum retires by rotation and being eligible, offers himself for for a period of 3 years from July 1, 2012 till June 30, 2015. re-appointment. Taxes, if any on the above perquisites/facilities will be borne by the Company 4. To re-appoint M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No. 012754N), as Auditors RESOLVED FURTHER THAT for the purpose of giving effect of the Company to hold office from the conclusion of this to this resolution, the Board of Directors be and are hereby Annual General Meeting until the conclusion of the next authorised to take all the steps as may be necessary, proper Annual General Meeting and to fix their remuneration. and expedient to give effect to this resolution.” SPECIAL BUSINESS: 7. Alteration of Article No. 86, 99 and 147 of the Articles of 5. Appointment of Mr. S. Sandilya as a Director Association To consider and if thought fit, to pass, with or without To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special modifications, the following resolution as an Ordinary Resolution: Resolution: (A) “RESOLVED THAT the following Para be added at the “RESOLVED THAT Mr. S. Sandilya, who had been appointed end of existing Article 86 and 99 of the Articles of as an Additional Director of the Company with effect from Association of Mastek Limited - January 19, 2012 and who, in terms of Section 260 of the Companies Act, 1956, and Article 119 of the Articles of For the purpose of quorum, at any General Meeting, Association of the Company, holds office of directorship up participation by members in a General Meeting through to the date of this Annual General Meeting and in respect video conferencing or teleconferencing or through any of whom, the Company has received a notice in writing other electronic or other media and voting there under from a member under Section 257 of the Companies Act, shall also be considered as valid, as permitted by 1956 signifying his intention to propose Mr. S. Sandilya, as applicable laws from time to time”. a candidate for the office of Director, be and is hereby (B) RESOLVED THAT the following Para be added at the appointed as a Director of the Company, subject to end of the existing Article 147 of the Articles of retirement by rotation under the provisions of the Articles Association of Mastek Limited - of Association of the Company.’’ Participation by Directors through video conferencing 6. Payment of Certain Benefits/Perquisites to Mr Ashank Desai or through any other electronic or other media To consider and if thought fit, to pass, with or without permitted by applicable laws in India from time to time modifications, the following resolution as a Special shall be counted in the calculation of Quorum”. Resolution: NOTES : “RESOLVED THAT pursuant to Section 309 and all other applicable provisions, if any, of the Companies Act, 1956 1. A MEMBER ENTITLED TO VOTE AT THE MEETING IS (“the Act”) and subject to all permissions, sanctions and ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE approvals as may be necessary, over and above the sitting INSTEAD OF HIMSELF AND SUCH A PROXY NEED NOT BE A fees and eligible commission as a Non-Executive Director, MEMBER OF THE COMPANY. 18 NOTICE (CONTD.) Proxies, in order to be effective, must be deposited at the and Protection Fund (IEPF) as per provisions under section Registered Office of the Company not less than forty eight 205 (c) of the Companies Act, 1956. hours before the commencement of the Meeting. 6. Members who have not yet encashed their dividend 2. The relative Explanatory Statement, pursuant to Section 173 warrants for the financial year ended June 30, 2005 onwards, (2) of the Companies Act, 1956 in respect of Special are requested to make their claims to the Company. Businesses to be transacted at the Annual General Meeting is annexed hereto . 7. Members are requested to bring the admission slips along 3. The Register of Members and Share Transfer Books of the with their copy of the Annual Report