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Shareholders and Investors are advised to go through the section on Management Discussion & Analysis and Investor information provided in the Report on Corporate Governance, as these and other parts of this Annual Report provide substantial information about the Company that you may find relevant and useful.
Mastek Limited (“the Company”) was incorporated in the name and style of Management and Software Technology Private Limited on May 14, 1982. The first public offering was made in December 1992 at a price of ` 70/- (premium 60/-) followed by another public issue in 1996 at a price of 190/- (premium of ` 180/-.
The Founder Members of the company are Mr. Ashank Desai, Mr. Ketan Mehta, Mr. Radhakrishnan Sundar and Mr. Sudhakar Ram.
The Company’s shares are listed in India on BSE Limited since 30 March, 1993 and the National Stock Exchange of India Limited since 10 May, 1995. (NSE Code: MASTEK; BSE Code: 523704).
Mastek is a publicly held leading IT player with global operations providing enterprise solutions to government, retail and financial services organizations worldwide. With its principal offshore delivery facility based at Mumbai, India. Mastek operates in the USA, UK and India. Incorporated in 1982, Mastek has been at the forefront of technology and has made significant investments in creating intellectual property, which along with proven methodologies and processes, increase IT value generation to its customers through onsite and offshore deliveries.
Mastek Vision 2020 Statement is to be a global leader in digital transformation services. Mastek have been steadfast in pursuit of this vision. Innovating, developing bespoke solutions and serving clients in a rapidly changing marketplace have enabled to reposition Mastek from a commodity Indian - offshore IT services to a high-value impact and trusted digital transformation partner.
Our people, referred to as Mastekeers are at the core of our inspirational growth agenda and conduct themselves by a set of defined ethical values. These values, called PACTS (Passionate, Accountable, Collaborative, Transparent and Sustainable), which are imbued across the organisation, and ensure that no member of the team indulges in outrageous or discriminatory behaviour towards anyone within the organisation. This value system, which all Mastekeers are required to uphold at all times, is rooted in respect for our heritage. More importantly, however, it serves as the framework for the behaviour of current and future generations of Mastekeers, enabling quicker and better integration of new Mastekeers into our family.
Passionate - We are fired-up about finding novel ways to exceed our customers’ expectations. Accountable - Mastek 4.0 (our people transformation programme) empowers us to excel and accept individual ownership.
Collaborative - Mutual respect and teamwork enrich our business outcomes with unique perspectives and experiences.
Transparent - Open and honest behaviour is core to earn trust and deliver exceptional results for our stakeholders.
Sustainable - We increase our social dividend, investing as much in our communities as in business improvements. .
Endeavour to achieve client’s expectations, quality and delivery performance metrics for the industries we serve as per the respective roadmaps, improve or retain our stakeholder’s engagement scores. Focus on building skills and capabilities to keep abreast with the changing demands of the businesses.
Mastek is a publicly held (NSE: MASTEK; BSE: 523704) leading IT player with global operations providing enterprise solutions to government, retail and financial services organizations worldwide. With its principal offshore delivery facility based at Mumbai, India, Mastek operates in the UK and US regions. Incorporated in 1982, Mastek has been at the forefront of technology and has made significant investments in creating intellectual property, which along with proven methodologies and processes, increase IT value generation to its customers through onsite and offshore deliveries.
The Company had issued bonus shares in the ratio of 1:1 in January 2000 and also in April 2006. The Company’s shares were sub divided from ` 10/- to ` 5/- since November 2000.
The face value of the Company’s Equity Share is ` 5/- per share. The Authorized Share Capital is divided into 40,000,000 Equity Shares of ` 5/- each and 2,000,000 Preference Shares of ` 100/- each. The issued, subscribed and paid up Equity Share Capital as on 31 March, 2019 is ` 1,199 lakhs and comprises of fully paid 23,972,803 Equity Shares of ` 5/- each.
The Company has the following subsidiaries located in India, United Kingdom (UK) & United States of America (U.S.A.):
- • Trans American Information Systems Private Limited - India (Wholly Owned Subsidiary of Mastek Limited
- • Mastek (UK) Limited – United Kingdom. (Wholly Owned Subsidiary of Mastek Limited)
- • IndigoBlue Consulting Ltd - United Kingdom(Wholly Owned Subsidiary of Mastek (UK) Limited)
- • Digility Inc – U.S.A. (Wholly Owned Subsidiary of Mastek (UK) Limited)
- • TAISTech LLC, U.S.A. - (Wholly Owned Subsidiary of Digility Inc., U.S.A.)
- • Trans American Information Systems Inc. – U.S.A - (Wholly Owned Subsidiary of Digility Inc., U.S.A.)
As of March 31, 2019, the Mastek Group had 2069 employees.
The Company has 7 software development centers out of which 2 are located in and around Mumbai, 2 in Chennai and 1 each in Noida, Gurgaon and Pune.
The Company has Marketing offices in: UK, U.S.A and in India.
The Fiscal Year of the Company is 1 April - 31 March every year. The Fiscal Year of the Company was changed from 1 July - 30 June to 1 April - 31 March from April 2013 onwards after enactment of the Companies Act, 2013.
Financial Year
Share Outstanding in Mn
Dividend Per Share
Total dividend Rs in Lakhs
2002
13.97
3.00
419.07
2003
14.11
3.00
423.42
2004
13.88
3.00
416.40
2005
13.87
7.50
1036.11
2006
28.14
6.50
1403.12
2007
28.46
7.50
2132.34
2008
27.62
10.00
2557.70
2009
26.90
10.00
2679.34
2010
26.94
3.25
876.30
2011
26.95
-
-
2012
27.02
-
-
2013
24.64
3.00
739.15
2014
22.16
4.50
1040.59
2015
22.55
2.50
563.94
2016
23.00
2.50
574.41
2017
23.38
3.50
817.35
2018
23.60
6.00
1422.00
2019
23.98
8.50
2035.00
Financial Year
Share Outstanding in Mn
Dividend Per Share
Total dividend Rs in Lakhs
2002
13.97
3.00
419.07
2003
14.11
3.00
423.42
2004
13.88
3.00
416.40
2005
13.87
7.50
1036.11
2006
28.14
6.50
1403.12
2007
28.46
7.50
2132.34
2008
27.62
10.00
2557.70
2009
26.90
10.00
2679.34
2010
26.94
3.25
876.30
2011
26.95
-
-
2012
27.02
-
-
2013
24.64
3.00
739.15
2014
22.16
4.50
1040.59
2015
22.55
2.50
563.94
2016
23.00
2.50
574.41
2017
23.38
3.50
817.35
Conference calls with the Investors/Analysts are held immediately after the announcement of quarterly results and the transcript of the said calls are displayed on the Company’s website at https://www.mastek.com/financial-information. Apart from the quarterly meeting, Investors/Analysts meetings are also held with senior officials of the Company and the Intimation of the said meets are shared with the stock exchanges and also disclosed under Investor Information section on the website of the Company at https://www.mastek.com/investor-information.
The Annual Report as well as Quarterly Results along with Analysis, Press Release and Analyst Presentation are available on the Company’s website at https://www.mastek.com/financial-information. These are also available on the websites of BSE Limited (www.bseindia.com) and the National Stock Exchange of India Limited (www.nseindia.com), where the shares of the Company are listed. .
The Registrar and Share Transfer Agent (RTA) of Mastek Limited since April 2016 are: Karvy Fintech Private Limited Unit: Mastek Limited Address: Karvy Selenium, Tower B, Plot No. 31-32, Gachibowli, Nanakramguda, Financial District, Hyderabad - 500032, Telangana. Tel.: +91-040-6716-2222; Fax: +91-040-2342-0814; Toll Free no.: 1800-345-4001 E-mail: einward.ris@karvy.com Contact Person: Mr. Birender Thakur
The Shareholding Pattern can be obtained from the website of the Company at https://www.mastek.com/investor- information. These are also available on the websites of BSE Limited (www.bseindia.com) and the National Stock Exchange of India Limited (www.nseindia.com), where the shares of the Company are listed.
The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations. During the year under review, ICRA Limited, a reputed Rating Agency, had reaffirmed the ratings assigned for the bank facilities as [ICRA] A+ (Positive) rating for fund based limits and [ICRA] A1+ for non-fund based limits for the Working Capital Facilities granted to the Company by its Bankers.
The mailing address of the Company is: Registered Office: 804 / 805, President House, Opposite C N Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad-380006, Gujarat. Phone: +91-79-2656-4337; Fax: +91-22-6695-1331; E mail: investor_grievances@mastek.com
Website: www.mastek.com
Corporate Office: Mastek Limited, 106/107, SDF IV, Seepz, Andheri (East), Mumbai - 400 096 Tel: +91-22-6722-4200; Fax: +91-22-6695-1331
E-mail: investor.relations@mastek.com
M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), are the Statutory Auditors of the Company since 35th Annual General Meeting (“AGM”) of the Company for a period of 5 consecutive years, commencing from the conclusion of 35th AGM till the conclusion of the 40th AGM. (Financial Year 2017–18 to Financial Year 2021-2022).
Earlier, M/s. Price Waterhouse Chartered Accountants LLP, were the Statutory Auditors of the Company for many years till 35th AGM and got retire at the conclusion of the 35th AGM due to the rotational requirements prescribed under the Companies Act, 2013.
The Company does not offer a dividend reinvestment program or dividend stock program at present.
The Annual Report as well as Quarterly Results along with Analysis, Press Release and Analyst Presentation are available on the Company’s website at https://www.mastek.com/financial-information. These are also available on the websites of BSE Limited (www.bseindia.com) and the National Stock Exchange of India Limited (www.nseindia.com), where the shares of the Company are listed.
For the transfer of shares in physical form and noting your change of address, you need to write to Company’s RTA, (mailing address given in section 26 above). Transfer of shares in the electronic mode is effected through your Depository Participant only. .
You may contact Company’s Registrar & Share Transfer Agent, Karvy Computershare Private Limited (mailing address given in section 21 above), who will advise you accordingly. You may also communicate with the Company in the event of any unresolved issues via Email at investor_grievances@mastek.com
The Company extends ACH mode facility to all its members since longtime. The dividend amount of members availing ACH mode facility is directly credited to their Bank accounts. Members holding shares in physical form may submit a request letter with copy of cancelled cheque to RTA (mailing address given in section 26 above), for availing ACH mode facility. Those holding shares in demat form are advised to please update their Demat Account details with proper and correct Bank account details with their Depository Participant.
Mastek’s shares are listed in India on National Stock Exchange of India Limited and BSE Limited.
The Company’s shares can be purchased in India either through a stockbroker or through any financial institution that provides brokerage services at the BSE or NSE. The Company does not offer a direct share purchase plan to outsiders.
Yes. The Company follows quiet periods i.e. Trading Window Closure which is made every quarter prior to its release of quarterly results. During the quiet period, the Company or any of its designated officials will not discuss earnings expectations with any external parties. The Intimation of the Trading Window Closure is made to Stock Exchanges every quarter along with the Intimation of the Board Meeting. As per Company’s Code of Conduct for Prevention of Insider Trading, the Trading Window Closure of the Company for every quarter starts from last day of any fiscal quarter and will continue till 48 hours after the disclosure of such financial results/ information to the concerned Stock Exchanges.
The Company’s shares are traded only in electronic form since June 2000. Shares can be dematerialized by opening the demat account with any of the Depository Participant (DP). DPs are some of the banks, brokers and institutions who have been registered with National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL). A comprehensive list of DPs is available at www.nsdl.com and www.cdslindia.com
Please write to the Company’s RTA (mailing address given in section 26 above) with details of folio numbers and cancelled cheques (in the case of physical holdings) or the DP ID and account number in the case of dematerialized holdings. After verification, they will arrange to initiate NEFT directly to your designated Bank Account through Dividend Banker. To avoid this problem in the future, you can use the ECS/ ACH facility in which the dividend amount is automatically credited to the Bank Account of your choice. To avail of this facility, give your request to RTA in writing. Also, you should consider dematerializing your holdings through a Depository Participant. This would not only eliminate the issues of storage and risk of loss of paper certificates but also ensure automatic crediting of dividends to your Bank Account in time.
Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, and amendments made thereunder all the concerned shares in respect of which dividend had not been claimed or remained unencashed for 7 consecutive years or more is required to be transferred by the Company to IEPF Authority in specified Demat Account.
The web link to find out the Detailed list of Equity Shares/ Dividends transferred to IEPF Authority is available on the website of the Company at https://www.mastek.com/investor-information as mandated by Ministry of Corporate Affairs (‘MCA’).
The Company had already transferred 48,285 shares in November, 2017 and 7,033 shares in January, 2018 (based on transfer to IEPF of Un-Paid Interim and Final Dividend of year 2009-10 in November 2017 and January, 2018 respectively) to IEPF Authority Demat Account to comply with the said Rules. In case the members have any queries on the subject matter and the Rules, they may contact the Company’s RTA, (mailing address given in section 26 above). The Members / claimants whose shares, unclaimed dividend, etc. have been transferred to IEPF can claim the concerned shares and unclaimed dividend by making an application to IEPF Authority in IEPF Form-5 (available on www.iepf.gov.in).
The Member / claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules. It is in the Members interest to claim any un-encashed dividends and for future, opt for Automated Clearing House (ACH) mode, so that dividends paid by the Company are directly credited to the investor’s account on time.
The simple letter can be sent to the RTA of the Company, (mailing address given in section 26 above). As a part of Green initiative by the Ministry of Corporate Affairs (MCA), now members can receive various communications and correspondence including Annual Report through electronic mode i.e. E-mail.
In this connection, we request the Members to support the green initiative by registering their E-mail id’s in the annexed format to receive various communications to be sent by the Company, electronically to you.
a. Members holding the shares in physical form may send the communication to the RTA of the Company, either physically or through e-mail at: (a) einward.ris@karvy.com OR (b) investor_ grievances@mastek.com
b. Members holding the shares in demat form may furnish their E-mail ID details to the respective Depository Participants in their prescribed formats.
c. SEBI has mandated that the securities of listed companies can be transferred only in dematerialized form with effect from 1 April, 2019. In view of this and to avail the benefits of dematerialisation and ease of portfolio management, Members are requested to consider dematerialize shares held by them in physical form. .
Information about the Company is available on its website. Further, all information that is material in nature is notified to the stock exchanges and appropriate advertisements are also issued in the newspapers from time to time.
FAQs on de-merger
On June 12, 2015, the Mastek share price was adjusted for De-merger.
On April 30, 2015, the Hon. High Court of Gujarat and Hon. High Court of Bombay approved the Scheme of Arrangement, which was earlier approved by the Stock Exchanges on December 09, 2014. The Scheme envisaged creation of independent listed Insurance business company by demerger of Insurance business of Mastek to MCPL (renamed as Majesco Limited – “Majesco”). Post demerger Majesco achieved automatically listing with stock exchanges and all the shareholders of Mastek as on June 15, 2015 were allotted shares in Majesco in the same proportion (share entitlement being 1:1, pursuant to Part II of the Scheme of Arrangement in terms of clause 11.1.1).
Insurance Products & Services business is an IP driven business model and is largely US centric. This business needs investments to capitalize on the large opportunity in US market. At the same time, Vertical Solutions business which is focused in the UK market, needs to address newer opportunities and expand the client footprint. Restructuring will enable both the businesses to function independently and focus on their growth plans.
- Businesses are different in terms of business model, growth opportunities, investment required and staff profile.
- While the Insurance Products & Services business offers us tremendous growth potential, it has high investment requirements in terms of R&D, Brand Building and sales.
- The Vertical Solutions business offers steady growth which is more profitable with less investment.
- Combining these businesses under one umbrella made it difficult for each of these businesses to perform to full potential.
- The differing risk-reward profiles of these two businesses led to sub-optimal overall performance of the company.
- In order to mitigate these challenges, management decided to restructure the business.
- Insurance Products & Services business with higher R&D investment and specialized skillsets will be able to gain market leadership. This will lead to higher license revenue and higher profitability.
- Solution enjoys good reputation for delivering complex, green-field programs within UK and Indian government. This restructuring presents an opportunity to focus on building new capabilities and addressing new markets within the vertical solutions business.
- Restructuring will provide an opportunity to the shareholders to participate in the business of their choice based on their risk reward profile.
- Demerger would facilitate independent value discovery of both the businesses leading to maximization of value for shareholders.
Every shareholder of Mastek will get 1 share in Majesco for every share held in Mastek and the shareholder will continue to hold the original Mastek share.
Post High Court approval, the scheme of arrangement was filed with the Registrar of Companies on June 01, 2015, which was the effective date of the transaction.
Appointed date for the demerger was kept as April 01, 2014 for convenience from an accounting perspective.
Majesco Limited got listed on August 19, 2015.
The share capital of Majesco Limited was the same as Mastek, on the date, the De-merger became effective.