Directors’ Report: Your Directors are pleased to present their report for the Financial Year 2011-12. Business Overview The Financial Year 2011-12 witnessed the transformation of Mahindra Satyam (MSat) as it embarked on a robust growth phase. During the year under review, your Company recorded Rs. 59,643 Million towards income from operations. North America, Europe, Asia Pacifi c including India and rest of the world accounted for 50.51%, 24.52%, 22.27% and 2.70% of the revenues respectively. Offshore revenue during the year was 47.38% while onsite stood at 52.62%. Your Company’s focus on profi table growth, new logo wins across geographies and regaining acceleration across the legacy strengths in Enterprise Business Solutions have borne fruit. There is a continuing focus on opening low cost offshore centers outside India, strategic acquisitions that reinforce the domain and technology strengths and set aside funds to encourage Entrepreneurship within and outside the Company. Your Company was certifi ed as the Platinum Partner for Oracle and the Microsoft Technology Excellence Center (MTEC) at Mahindra Satyam (in collaboration with our Healthcare practice) came out as winners in the Cloud application development contest held by Microsoft. These are the result of investments your Company has made in building on technology and vertical competencies across all areas and they are definitely giving the returns as planned. Your Company announced the first edition of MSat young engineer’s awards – reiterating its commitment to recognize and encourage outstanding engineering students across the country. Clearly, your Company is ambitious for growth and ready to invest more to ensure for achieving top percentile growth in the Industry. Scheme of Amalgamation On March 21, 2012, your Board approved the proposal to amalgamate the Company along with C&S System Technologies Private Limited, the wholly owned subsidiary of the Company, Venturbay Consultants Private Limited, CanvasM Technologies Limited and Mahindra Logisoft Business Solutions Limited, the wholly owned subsidiaries of Tech Mahindra (hereinafter referred to as the “Transferor Companies”) with Tech Mahindra Limited (the “Transferee Company”). The scheme of amalgamation and arrangement (“the Scheme”) was proposed with a rationale to consolidate the software related businesses and form a single entity in this sector, to reduce overall cost and attain effi ciencies, synergy and benefi ts, and to enhance value for the shareholders of the Company. The share exchange ratio of 2(two) equity shares of Tech Mahindra Limited of Rs. 10/- each fully paid up for every 17(seventeen) shares of your Company Rs. 2/- each fully paid up was jointly recommended by the valuers, Ernst & Young Pvt. Ltd. and KPMG India Private Limited (“the Valuers”). M/s. J. P. Morgan India Private Limited, a Category - I merchant banker had given a fairness opinion certifying that the methodologies applied by the Valuers, for determining the share exchange ratio is fair and reasonable. Accordingly, the Board of Directors of your Company, other Transferor Companies and Transferee Company at their respective board meetings held on March 21, 2012 approved the Scheme and the exchange ratio arrived at by the Valuers. The Appointed Date for this scheme, if approved, is with effect from April 01, 2011. The National Stock Exchange of India Limited and BSE Limited respectively vide their letters dated April 10, 2012 granted no-objection under Clause 24(f) of the Listing Agreement to the said Scheme. The Competition Commission of India has vide its order dated April 26, 2012 approved the proposed merger of the Transferor Companies with the Transferee Company, under section 31(1) of The Competition Act 2002. Further the Transferor Companies and the Transferee Company are also in the process of obtaining other approvals from agencies such as the U.S.A. Federal Trade Commission (FTC). Pursuant to the order dated April 18, 2012 passed by the Hon’ble High Court of Judicature of Andhra Pradesh at Hyderabad, the Court convened meeting for shareholders was held on June 8, 2012 and obtained their approval for the Scheme. The Company fi led the petition with the Hon’ble High Court of Judicature of Andhra Pradesh at Hyderabad praying for the order sanctioning the proposed Scheme of Arrangement and the petition has been admitted on July 09, 2012. Dividend No dividend was recommended by the Board of Directors. Increase in the Share Capital Consequent to issue of 2,32,083 equity shares of Rs. 2 each to Associates upon exercise of options under the Associate stock option plans of the Company, during the year under review, the paid-up share capital of the Company increased from Rs. 2,353 Million divided into 1,176,565,753 equity shares of Rs. 2 each to Rs. 2,354 Million divided into 1,176,797,836 equity shares of Rs. 2 each. ADS Wind Down Program On August 9, 2011, Company entered into Supplemental Letter Agreement with Citibank for termination of Depository Agreement and necessary fi lings were made with SEC. The trading of ADSs in Pink OTC markets was stopped on March 12, 2012 and the ADSs were cancelled during March 2012. The Depository sold the underlying shares of outstanding ADSs, in the Indian stock exchanges and distributed the proceeds to the concerned holders. The Securities and Exchange Commission, USA vide its order dated March 29, 2012 revoked the registration of Company’s ADS. Human Resources The Financial Year 2011-12 witnessed the transformation of your Company in terms of maintaining steady attrition as per the industry standards, Associate delight and acquiring the best talents in the industry. The attrition of your Company in this year was 15.16% and the total Associate headcount stood at 29,132 as on March 31, 2012. With special focus on nurturing young leadership, programs like Global Leadership Cadre (GLC) and Shadow Board saw deeper emphasis along with more opportunities being provided to the young talent where they were able to showcase their leadership capabilities which in turn empowered them to take strategic decisions. Various Associate delight programs and communication initiatives along with the promise of a brighter tomorrow have acted as an impetus for the reduced attrition rate. A better and improved background verification process ensured that your Company have Associates with appropriate credentials and they bring value to your Company. An inclusive approach and investments in diversity has been another focus area of your Company as a global and diversified workforce continues to remain one of your key strengths. Efforts to improve diversity at leadership levels saw a head start with the induction of Mrs. M. Rajyalakshmi Rao as an additional director on the Board of the Company. Various diversity programs such as Creation of Location Diversity Council, (an initiative led by women leaders), Career Diva (recruitment Initiatives to increase women Associates), Role model series ( workshops with women leaders from the industry) and Leadership development programs such as mentoring tables and diversity cafe have significantly improved the number of women Associates working in your Company. The proposed merger of your Company with Tech Mahindra will result in better and brighter opportunities for the Associates with the convergence of best people practices. The alignment of the best policies and processes will ensure that your Company becomes one of the best employers in the Indian IT landscape. Infrastructure During the year under review, the Company commenced operations in Chennai Mahindra Satyam SEZ Campus. The Company has provided 3853 additional spaces and creation of 8869 additional spaces at various locations is in progress, targeted for completion by end of second quarter of FY 2012-13. Due to addition of new infrastructure facilities, there was substantial increase in the ratio of owned versus leased premises. Green Initiatives The Green Initiative activities include extensive awareness drive on economic utilization of power and water, tips on energy conservation and plantation drives. The Company successfully completed the Surveillance Audit for ISO 14001: OHSAS 18001 at MSDC-Bangalore. Apart from the regular ongoing awareness drives, the 'Green Initiative' activities have been broadly covered and distributed in the fields as indicated below: 1. Global Listings and Conclaves: i. Part of the Carbon Disclosure Project (CDP); that currently covers 200 largest organizations in India. ii. Listed on the 'Verdantix 2012 Green Quadrant', an industry leading research report on sustainability. iii. Released '4th Sustainability Report' for the year 2010-11 in accordance with the latest guidelines of the internationally accepted, Global Reporting Initiative (GRI). iv. Fourth 'Mahindra & Mahindra Sustainability workshop' was hosted at MSTC campus from 16th to 18th of November, 2011 to focus the roadmap on Sustainability. 2. Power Management: i. Achieved savings of 1.37% on Energy Units per Associate per month compared to previous financial year. ii. Awareness mailers being flashed through Daily buzz to 'Save Power'. 3. Travel Management: i. Launched Car pooling tool to facilitate pooling for associates, to reduce the carbon foot prints, minimizing the usage of fuel used. 4. Waste Management: i. Developed yield of 21.21 tons through Vermi compost by recycling wet waste at MSTC. ii. Disposed 68.8 Tonnes of e Waste to the Pollution Control Board authorized Vendor. 5. Paper Management: i. Replaced the paper glasses with porcelain mugs to reduce the usage of paper. ii. Cardboard bins are placed at work areas to encourage Associates to dispose paper in it. 6. Awareness Initiatives: i. Organized Green fair at MSTC and HIC-SEZ as part of awareness on the green products. ii. Organized awareness campaign on Afforestation and Global warming in association with NGO -Green Peace. iii. Major events like the Earth Day, Energy Conservation Week, Earth hour etc are being practiced to express solidarity towards this cause. Quality Your Company's core value of "Quality Focus" strives to meet customer expectations at all times with qualitative deliverables and improvised to exceed expectations at work, in products, services and interactions with all the customers. The Quality Management System (QMS) and delivery framework have been aligned with Mahindra Satyam's Vision and Core Values. The QMS establishes company-wide processes to implement Quality and continually improve organizations' process capability. It maintains an incessant focus on both continuous process improvements, and Customer Delight. Your Company has successfully completed the external surveillance audit for the year under review, conducted by TUV India, for the standards, (a) ISO 27001: 2005 (Information Security Management System), (b) ISO 20000:2005 (IT Service Management), (c) ISO 9001:2008 (Quality Management Systems) and AS9100 (Standard for Aerospace domain - scope of certification limited to the aerospace business with MSat). In addition to these certifications, one of the customer accounts has also been certified for SA8000 standard, a Social Accountability standard, which was taken up as per customer requirement. All the delivery processes are in compliance with CMMI version 1.2 from SEI and soon your Company will initiate CMMI version 1.3 assessments, the latest version of the model released by SEI. These external certifications are testimony of the robustness of business processes and at large the quality culture imbibed by every Associate. Your Company maintained its commitment to health, safety and environment by continually improving processes related to Health Safety & Environment (HSE) in accordance with ISO 14001 and OHSAS 18001 standards. As part of ongoing efforts to reinforce the quality culture and customer orientation, your Company is focused towards QMS training for all Associates at regular intervals. Your Company has a comprehensive Delivery Framework integrating both Program and Project Management processes. During the year, your Company continued to maintain automation drive to enable delivery view at the level of the program manager, providing near real-time dashboards and reports for effective tracking of delivery. Your Company has a comprehensive Business Continuity and Disaster Recovery framework, as per BS 25999, to prevent and contain potential business disruptions in the event of any disaster. It can quickly resume services to customers' acceptable service levels. Your Company was re-certified for BS25999 in Oct 2011 as per the three year re-certification cycle by BSI Management Systems. Your Company implemented 45 projects in Six Sigma methodology for new process definitions and solutions to business problems and they were certified as GB projects. During the year under review, 305 Associates were trained in Green Belt and 16 in Black Belt program and 70 Associates were trained in function point approach for estimation, 50 Associates have been certified as Mahindra Satyam function point champions Awards and Recognitions: Your Company won several accolades during the year. i. Best Sourcing Relationship in BPO Category for APAC region, for its relationship with Russell Investments, issued by The Paragon Awards, held on March 29, 2012 at Opera House, Sydney Information Services Group (ISG) ii. Excellence in Thought Leadership"- partner Award from Pegasystems, in global sales conference on January 09, 2012 in Orlanda, Florida iii. EMC 2012 Partner Innovation Award for the outstanding Industry Solution for Financial Services - ProFinA, at the EMC Partner Conference, held at Momentum Berlin on October 31, 2011. iv. Ranks 6th out of 20 Best Employers in the survey conducted by Dataquest CMR Best Employers 2011 v. First Indian IT services company in Singapore, to achieve SS 507:2008 certification for Business Continuity and Disaster Recovery Services vi. Systems Integrator of the Year' at the 2nd Computer News Middle East (CNME) ICT Achievement Awards 2011. Corporate Governance A report on Corporate Governance, along with a certificate for compliance with the Clause 49 of the Listing Agreement issued by the Practising Company Secretary is provided elsewhere in the Annual Report. Social Programs Mahindra Satyam Foundation is the Corporate Social Responsibility arm of Mahindra Satyam and all CSR programs are implemented through the Foundation. The Foundation operates out of Hyderabad, Bangalore, Pune, Bhubaneswar and Chennai. Mahindra Satyam Foundation supports and strengthens the vulnerable and disadvantaged sections of the society for transforming the quality of life through technology and volunteer support. The power of IT is leveraged to bridge the 'digital divide' that limits opportunities for success and prosperity, and thereby, transform lives of the less privileged. All initiatives of the Foundation are targeted towards the disadvantaged population in locations where Mahindra Satyam has a significant presence. During the year under review, Mahindra Satyam Foundation focused its activities in the core areas of - Education, Health (Blood Donation Drives), providing Livelihoods and Empowering Persons with Disability. The detailed activities of Mahindra Satyam Foundation during the year are given elsewhere in this Annual Report. Acquisitions: During the year under review your Company considered the following acquisitions: i. Your Board approved for 100% acquisition of BPO firm, vCustomer's international operations for USD 27 Million. This acquisition will mark the entry of Company's BPO operations into other verticals, such as retail and customer technology in addition to significantly enhancing technical support credentials. ii. Further to the approval of Board and pursuant to the Share Subscription and Investment Agreement entered between the Company, Dion Global Solutions Limited and RHC holding Private Limited, your Company acquired 10,294,117 equity shares of Rs. 10 each issued at premium of Rs. 24/- each, aggregating upto 15.97% of post issued equity share capital of DION Global Solutions Limited. This alliance will help in combining the skills of both the companies to develop new innovative business focused solutions for all tiers of the financial services industry. iii. Your Board approved a proposal to set up joint fund with SBI (Softbank Investment) Group Japan, either in India or outside India, with an investment of USD 25 Million each by the Company and SBI, subject to the necessary applicable statutory and regulatory approvals, The Objective of the fund is to help leapfrog the innovation curve by investing in high growth and promising companies in the evolving ICT space. Legal Matters: Alleged advances The erstwhile Chairman in his letter dated January 7, 2009, among others, stated that the Balance Sheet as of September 30, 2008 carried an understated liability of Rs. 12,304 Million on account of funds arranged by him. Subsequently, your Company received legal notices from thirty seven companies, claiming repayment of Rs. 12,304 Million allegedly given as temporary advances and also damages / compensation @18% per annum from date of advance till date of repayment. The Company has not acknowledged any liability to any of the thirty seven companies and has replied to the legal notices stating that the claims are legally untenable. The Directorate of Enforcement (ED) is investigating the matter under the Prevention of Money Laundering Act, 2002 and directed the Company to furnish details with regard to the alleged advances and has further directed the Company not to return the alleged advances until further instructions from the ED. The thirty seven companies had filed petitions / suits for recovery against the Company before the City Civil Court, Secunderabad (Court), with a prayer that these companies be declared as indigent persons for seeking exemption from payment of requisite court fees. More details are provided in Note 25.3 of the standalone financial statements. Aberdeen action (USA) On November 13, 2009, a trustee of two trusts that are assignees of the claims of twenty investors who had invested in the Company's ADS and common stock, filed a complaint against the Company, its former auditors and others (the "Action") on grounds substantially similar to those contained in the Class Action Complaint (referred to below). The Action, which has been brought as an individual action, alleges that the losses suffered by the twenty investors (Claimants) are over USD 68 Million. The Action has been transferred to the Court in the Southern District of New York for pre-trial consolidation with the Class Action Complaint. On February 18, 2011, an amended complaint was filed in the Action ("Aberdeen Amended Complaint"). The Aberdeen Amended Complaint makes substantially the same allegations and asserted the same claims against the Company as the original complaint in the Action. In the light of this amended complaint, the Court denied the then pending motions to dismiss the original complaint in the Action as moot. On May 3, 2011, the Company and other defendants moved to dismiss the Aberdeen Amended Complaint on various grounds. The Company is contesting the above lawsuit, the outcome of which is not determinable at this stage. Aberdeen (UK) complaint On April 2, 2012, the Company was served with a Claim Form and Particulars of Claim dated December 22, 2011, relating to proceedings initiated in the Commercial Court in London (the English Court") by Aberdeen Asset Management PLC on behalf of 23 "Claimants" representing 30 funds who had invested in the Company's common stock that traded on the exchanges in India (the English Action"). The allegations made in the English Action are similar to those in the Class Action Complaint (referred to below). The English Action alleges the Claimants' losses to be in excess of $150 million and simple interest at 8% p.a. but provides no details on the basis for that amount, nor any details from which an approximate claimed damages amount may be ascertained. The Company is currently contesting the jurisdiction of the English Court, while all other defenses on the merits of the claims and its legal options remain fully reserved. There will be no substantive activity in the English Action until the English Court has ruled on the threshold jurisdiction issue. Accordingly, in addition to the uncertainty over the claimed losses, it is also uncertain whether the English Court will even continue to exercise jurisdiction over the lawsuit. Given the lack of sufficient detail in the particulars of claim on the alleged losses, and the possibility that the English Court may not retain jurisdiction over the English Action, its outcome is unpredictable. Income tax matters The Company had filed various petitions before CBDT requesting for stay of demands for the financial years 2002-03 to 2007-08 till the correct quantification of income and taxes payable is done for the respective years. In March 2011 the CBDT rejected the Company's petition and the Company filed a Special Leave Petition before the Hon'ble Supreme Court which directed the Company to file a comprehensive petition / representation before CBDT giving all requisite details / particulars in support of its case for re-quantification / re-assessment of income for the aforesaid years and to submit a Bank Guarantee (BG) for Rs. 6,170 Million. Pursuant to the direction by the Hon'ble Supreme Court, the Company submitted the aforesaid BG and also filed a comprehensive petition before the CBDT in April 2011. The CBDT vide its order July 11, 2011 disposed the Company's petition directing it to make its submissions before the Assessing Officer in course of the ongoing proceedings for the aforesaid years and directed the Income Tax Department not to encash the BG furnished by the Company till December 31, 2011. Aggrieved by CBDT's order, the Company filed a writ petition before the Hon'ble High Court of Andhra Pradesh on August 16, 2011. The Hon'ble High Court of Andhra Pradesh vide its order dated December 14, 2011 adjourned the hearing to January 31, 2012 and directed the Income Tax Department not to encash the BG until then. In the meanwhile, the Assessing Officer served an order for provisional attachment of properties under Section 281B of the Income Tax Act, 1961 on January 30, 2012 attaching certain immovable assets of the Company on the grounds that there is every likelihood of a large demand to be raised against the Company for the financial years 2002-03 to 2008-09 along with interest liability. Aggrieved by such order, the Company filed a writ petition in the Hon'ble High Court of Andhra Pradesh which granted a stay on the operation of the attachment order until disposal of this writ. The writ petition is pending hearing on June 26, 2012 along with all other pending writ petitions and the Hon'ble High Court has also directed to renew the BG for another six months which has since then been renewed. More details are provided in Note 31.3 of the standalone financial statements. Dispute with Venture Global Engineering LLC The Company and Venture Global Engineering LLC (VGE) entered into a 50:50 Joint Venture Agreement in 1999 to form an Indian Company called Satyam Venture Engineering Services Private Limited (SVES). SVES was formed to provide engineering services to the automotive industry. On or around March 20, 2003 numerous corporate affiliates of VGE filed for bankruptcy (Default Event under the SHA) and consequently the Company, exercised its option under the Shareholders Agreement (hereinafter referred to as "the SHA"), to purchase VGE's shares in SVES. The Company's action, disputed by VGE, was upheld in arbitration by the London Court of International Arbitration vide its award in April 2006 ("the Award"). The Courts in Michigan, USA, confirmed and directed enforcement of the Award. In 2008, the District Court of Michigan (since affirmed by the Sixth Court of Appeals in 2009) held VGE in contempt for its failure to honour the Award and inter-alia directed VGE to dismiss its Board members and replace them with individuals nominated by the Company. Following this, VGE has appointed the Company's nominees on the Board of SVES and SVES confirmed the appointment at its Board meeting held in June 2008. The Company is legally advised that SVES became its subsidiary only with effect from that date. In the meantime, while proceedings were pending in the USA, VGE filed a suit in April 2006, before the District Court of Secunderabad in India for setting aside the Award. The suit to set aside the Award was dismissed by the District Court and the Hon'ble High Court of Andhra Pradesh but VGE's appeal to the Hon'ble Supreme Court was upheld in January 2008 that set aside the orders of the Hon'ble High Court and remanded the matter back to the City Civil Court, Hyderabad for hearing the suit on merits. The Hon'ble Supreme Court also directed status quo with regard to transfer of shares till the disposal of the suit. In a separate application, VGE also sought to bring in additional pleadings on record in the matter pending before the City Civil Court that was ultimately allowed by the Hon'ble Supreme Court in August 2010. The City Civil Court, vide its judgment in January 2012, has set aside the Award. The Company is in the process of evaluating its legal options. In December 2010, VGE and the sole shareholder of VGE (the "Trust", and together with VGE, the "Plaintiffs"), filed a complaint against the Company in the United States District Court for the Eastern District of Michigan ("District Court") asserting claims under the Racketeer Influenced and Corrupt Organisation Act, 1962 (RICO) and seeking damages with respect to the fraud claim, interest costs and attorney fees ("the Complaint"). The District Court vide its order in March 2012 has dismissed the Plaintiff's Complaint. The Plaintiffs have filed an application seeking amendment of the Complaint that is pending disposal. Other matters In connection with the financial irregularities (Refer Note 25 of the standalone financial statements) the Company has filed a civil suit in the City Civil Court Hyderabad, against the past Board of Directors (the Board prior to the Government nominated Board), certain former employees and the former statutory auditors, its affiliates and partners, seeking damages for inter-alia perpetrating fraud, breach of fiduciary responsibility and obligations and negligence in performance of duties. Based on media reports, it has come to the knowledge of the Company that the former statutory auditors have filed a suit in the Ranga Reddy District Court ("Court") against the Company seeking damages. The said suit has not yet been served on the Company and, therefore, it is unable to comment on the same. However, the Company has been served summons for appearance in the Court. During the year following legal matters were settled: Upaid Systems Limited (Upaid) In connection with the lawsuit filed by Upaid in the United States District Court for the Eastern District of Texas (the "Texas Action"), the Company had deposited USD 70 Million (equivalent to Rs. 3,274 Million) during financial year ended March 31, 2010 into an escrow account pursuant to the Settlement Agreement. Subsequently, the Company obtained a favourable binding judgement from the Supreme Court of the State of New York, USA declaring that Upaid was solely responsible for any tax liability under Indian law in respect of the settlement amount. Upaid had filed an application before the Authority for Advance Rulings ("AAR") seeking a binding advance ruling under the Income Tax Act, 1961 (IT Act) regarding taxability of the above mentioned payment, which ruling was pronounced in October 2011.In January 2012, Upaid and the Company executed a Supplemental Settlement Agreement to clarify certain provisions of the Settlement Agreement and in accordance therewith, the Company discharged in February 2012 all payment obligations to Upaid aggregating USD 59 Million (equivalent to Rs. 3,046 Million) and applicable interest. The remittances were made after deduction of applicable withholding taxes in India. Accordingly, the Texas Action and all other actions related to this matter in the US Courts have been dismissed. Class action complaint Subsequent to the letter by the erstwhile Chairman (Refer Note 25 of the standalone financial statements), a number of persons claiming to have purchased the Company's securities had filed class action lawsuits against the Company, its former auditors and others in various courts in the USA alleging violations of the United States federal securities laws. The lawsuits were consolidated into a single action (the "Class Action") in the United States District Court for the Southern District of New York (the "USDC"). The Class Action Complaint sought monetary damages to compensate the Class Members for their alleged losses arising out of their investment in the Company's common stock and ADS during the Class Period. During the previous year, the class action complaint was settled for USD 125 Million ("Settlement Amount") and 25% of any net recovery that the Company may in the future obtain against any of the former auditors. The USDC granted final approval to the Settlement Agreement in September 2011. The settlement has become effective pursuant to its terms and in exchange for the Settlement Amount (net of deductions), the Lead Plaintiffs and the members of the Class who do not opt-out of the Class, would release, among other things, their claims against the Company. SEC proceedings During the previous year, the Company entered into a settlement agreement with the Securities Exchange Commission, USA (SEC) in connection with the SEC investigations into misstatements in the Company's financial statements predating January 7, 2009, without admitting or denying the allegations in the SEC's complaint and a penalty amount of USD 10 Million (equivalent to Rs. 446 Million), which was accrued during the previous year, was remitted to the SEC in the current year. Subsidiaries Pursuant to the circular dated February 08, 2011 from the Ministry of Corporate Affairs (MCA), your Company has complied with the required stipulations including disclosure of certain information in the Consolidated Balance Sheet (Refer Note 56 of the consolidated financial statements) and the documents referred to under Section 212(1) of the Companies Act, 1956 are not attached to the Consolidated Balance Sheet. However, the said documents are available for inspection by the members at the registered office of the Company. The members interested in obtaining the said documents may write to Company Secretary at the registered office of the Company. C&S System Technologies Private Limited (C&S) On March 21, 2012, the Board of C&S approved the proposal to amalgamate with Tech Mahindra Limited and the detail of the proposed Scheme was discussed in the Directors' Report. Fixed Deposits Your Company did not accept any deposits during the year under review. Directors The Board expresses profoundly its grief at the sudden demise of Mr. C. Achuthan, Government nominated Director, on September 19, 2011. Your Company places on record its sincere appreciation and gratitude for exemplary efforts and significant role played as a Government Nominee and Independent Director, in steering the Company during the period of turmoil in 2009. Mr. Ashok Kacker was nominated by the Ministry of Corporate Affairs, Government of India as a Director on the Board of the Company, effective from January 24, 2012. The Board co-opted Mrs. M Rajyalakshmi Rao as Additional Director on February 28, 2012. Mr. M. Damodaran submitted his resignation, effective closure of business hours of March 31, 2012 to enable him to focus on his other Boards and Committee responsibilities. The Board places its appreciation on record, for his contribution to Board deliberations and his wise counsel to the Company. In compliance to the Hon'ble Company Law Board order dated July 17, 2009, the Ministry of Corporate Affairs communicated to the Company that the term of Government Nominee Directors, Mr. T.N. Manoharan and Mr. Ashok Kacker has come to an end on July 15, 2012. The Company places its appreciation on record for the significant role played during their tenure. Keeping in view the unstinted support and guidance provided in surpassing the crisis during the year 2009 and continued services as Government nominee director and Audit Committee Chairman, Mr. T.N. Manoharan was co-opted as an additional and independent director on the board with effect from July 18, 2012. The Company also co-opted Mr. Ravindra Kulkarni as Additional Director on the board with effect from July 18, 2012. Mr. Vineet Nayyar shall retire by rotation at this Annual General Meeting and is eligible for re-appointment. Auditors M/s Deloitte Haskins & Sells (DHS) Chartered Accountants, the statutory auditors of your Company, hold office up to the conclusion of the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Board recommends the re-appointment of M/s Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company. The information and explanations on the qualifications and adverse remarks contained in the audit report are provided in detail in the Notes forming part of the financial statements. Your Board opines that no further explanation is required in this regard. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are provided in Annexure - A which forms part of this report. Employee Particulars Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, forms part of this report. However, pursuant to Section 219(1) (b) (iv) of the Companies Act, 1956, this report is being sent to all the shareholders of the Company excluding the aforesaid information and the said particulars are made available at the registered office of the Company. The members interested in obtaining information under Section 217 (2A) may write to the Company Secretary at the registered office of the Company. Directors' Responsibility Statement As required by the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors' Responsibility Statement is attached as Annexure - B to this report. Associate Stock Option Plan (ASOP) As required by clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the particulars of the Stock option plans of your Company are provided as Annexure - C to this report. Acknowledgements Your Directors gratefully acknowledge the co-operation and support received from its customers, vendors, investors, bankers, regulatory and Governmental authorities in India and abroad. Your Directors place on record their sincere appreciation for all the Associates for their contribution towards success of your Company. For and on behalf of the Board of Directors Vineet Nayyar Chairman Place: Hyderabad Date: July 26, 2012 |