Mindteck (India) Share price

Brief History of the CompanyMindteck (India) Limited is a public limited company initiallyincorporated on July 25 1991 in the name of HinditronInformatics Limited. The company was engaged in the business ofdistribution of medical equipment graphics software and relatedproducts. Hemant S. Sonawala is the original promoter of theCompany. He is also referred to as the erstwhile promoter ofthe company.During 1993-94 Hinditron Informatics Issued 2700000 EquityShares of Rs.10/- each for cash at par aggregating Rs.2.70crores to the Public at large for financing part of its capitaloutlay. The Company had also recorded total revenue of Rs.13.74crores for the year achieving a growth of 94 percent over theprevious year. The company had increased its exports by 40percent and achieved a growth of 17 percent in profit beforeinterest depreciation and tax and 47 percent in profit beforedepreciation and Tax translating into a net profit of Rs.23.13 lakhs.The year ending March 1995 was a very difficult year for theCompany in which they had made a net operating loss of Rs.314lakhs. Reasons for the loss were that prices remained depressedthroughout the year and lower realisations as well as thesubstantial outgo on financial charges and manpower costs.Further there were higher fixed overheads at low levels ofoperations and adverse exchange rates could not be fully passedon to the highly competitive markets. The Company also had amarketing arrangement with Interspec Inc. USA for ultra Soundproducts. This fell apart on account of the acquisition ofInterspec by ATL that resulted in heavy losses for the Company.For the year ending March 1996 the Company's income stood atRs.1978.34 lakhs as a result of the rapid growth of softwareexports. However the higher costs tight money and creditsupply affected the overall results of the Company.During 1996-97 the company continued its re engineeringactivities and rationalised its product business of Medical andComputer Graphic Divisions to concentrate on its core competencybusiness i.e. software engineering services and networkingbusiness. The operating results of the Company were adverselyaffected due to the following reasons :* The slow growth in complementary technologies;* The slow introduction of telecommunication and multimedia inIndia;* The market was slow to accept the Company's product andtechnology etc.In the same year the Company concentration on softwareengineering business providing these development relatedservices both for on site and off site projects. These serviceswere provided to global customers primarily in the USA from STPfacilities at Bangalore SEEPZ at Mumbai and HinditronInternational Inc US (a subsidiary Company of Mindteck (India)Ltd.). The Company put a greater focus on off shore projectscompared to on site services and made efforts to enhancesoftware exports to Europe. The also initiated a few initialprojects for UK customers and started exploring other areas ofengineering services other than software services such asnetwork solutions and hardware engineering. The subsidiarycompany in the US worked towards establishment of usefulrelationships with leading clientele in US and Europe countriesin addition to co-ordinating on site activities. The Companyhad also made a preferential issue of 20 lakh Equity Shares ofRs.10/- each to the Promoters during the February 1997 as perthe SEBI Guidelines resulting in their stake in the sharecapital increasing to around 54 percent.During the year 1997-98 the company embarked upon aRestructuring exercise and trimmed organisation and operationalexpenses. Simultaneously the export activities were in a stageof transition moving from on site projects to off shoreprojects. For this purpose an additional Development Centre hadbeen established at Bangalore. This was over and above theexisting facilities through which the Company was providingSoftware engineering services to global customers.During the same year the Preferential issue of Rs.55 lakhsEquity Shares of Rs.10/- each was made to the erstwhilepromoters as per the SEBI Guidelines resulting in increase inPromoters stake to around 75 percent. As a result the paid upshare capital of the Company increased from Rs.650 lakhs toRs.1200 lakhs. As a further part of the restructuring programthe Company had made an application to the Hon'ble High Court atBombay to seek its consent to reduce the paid up capital of theCompany by reducing the normal amount of all shares from Rs.10/-to Rs.2.50. During the pendency of the said petition forcapital reduction the Company made a preferential allotment ofRs.800 lakhs to Embtech Holdings Ltd Darius Pandole PradipShah & Saurabh Digital Devices & Circuits Pvt. Ltd. therebyincreasing the total paid up capital to Rs. 2000 lakhs.Consequent to the approval of the Hon'ble High Court at Bombaythe issued shares capital of the Company was reduced fromRs.2000 lakhs to Rs.500 lakhs.In 1998-99 Embtech Holdings Limited Mauritius (a subsidiary ofTAIB Bank EC Bahrain) and other investors i.e. Mr. Pradip Shahand Mr. Darius Pandole (the Investors) acquired 7800000Equity Shares of Rs.10/- each representing 65 percent in theCompany's equity capital from Mr. Hemant Sonawala andAssociates the original Promoters of Hinditron InformaticsLimited. Pursuant to this acquisition Embtech and the otherinvestors i.e. Mr. Pradip Shah and Mr. Darius Pandole made anOffer under SEBI (Substantial Acquisition of Shares andTakeovers) Regulations 1997 to acquire upto 2400000 EquityShares of the Company from the remaining shareholders at a priceof Rs.8/- per Equity Share. Out of this Offer Embtech acquired43200 Equity Shares from the Public Shareholders at a price ofRs.8/- per share. Following their acquisition the Control andManagement of the Company was changed and the Board of Directorsof the Company had been reconstituted with the induction of newmembers representing the Investors. Mr. Hemant S. Sonawalacontinued as the Non Executive Chairman of the Company. Theoperating loss for the year ended March 31 1999 stood atRs.97.54 lakhs as against a loss of Rs.197.70 lakhs in theprevious year. After the restructuring program the Companycontinued to focus on Software Development and ConsultancyServices which is largely Export oriented.In order to expand its business the company set up an additionalDevelopment Centre at Calcutta. On August 23 1999 the companyhad received approval from Software Technology Park Calcuttafor setting up of an unit under STP scheme for 100% Export ofcomputer Software which is valid for the period of 5 years formMarch 30 2000. The company has also entered into an Agreementwith West Bengal Electronics Development Corporation Ltd. onMarch 31 2000 for allotment of aforesaid premises on rentalbasis for 3 years.In 1999-2000 the Company received the Hon'ble High Court atBombay order to reduce the paid up capital by reducing thenominal amount of all shares from Rs.10/- to Rs.2.50/-.Consequent to this order the issued share capital of theCompany was reduced from Rs.2000 lakhs to Rs.500 lakhs. OnSeptember 15 1999 the name of the Company was changed fromHinditron Informatics Limited to Mindteck (India) Ltd. Atpresent the new Promoter of the Company is Embtech HoldingsLtd. Mauritius. Details about the Promoters have beenmentioned under the head "Promoters and their Background".The Board of Directors of Nicco Infotech Limited and Mindteck(India) Limited have approved the merger of both the companieson September 20 2000 at an exchange ratio of 1112. TheCompanies are in the process of filling the scheme of Mergerwith the respective courts for their approval under theCompanies Act.The Board of Directors of Mindteck (India) Limited have alsoapproved in their meeting held on October 11 2000 theacquisition of Mindteck Consulting Inc. USA a softwaredevelopment firm. The acquisition is to be completed through ashare swap between Mindteck (India) Ltd. and Infotech HoldingsInc.'s shareholders subject to the approvals of the Company'sshareholders RBI FIPB and other statutory authorities in thisregard.Previous Capital IssuesComplete details of the movement of share capital has beenstated under the head Capital Structure of the Company.The details of public/rights issues and the projections Vsperformance made in the previous are given below :The company has made a public issue in 1993 and issued 2700000Equity shares of Rs.10/- each at part to the public. The publicissue was oversubscribed and allotment was made on the basis ofthe applicable guidelines. The lead manager of the public issuewas DSP Consultants Ltd. The Registrars to the issue as well asRegistrar & Share Transfer agents of the Company were M/sMondkar Computers Pvt. Ltd. The details of the public issue aregiven below :Year of the Issue 1993Type of Issue Public issue of Equity sharesSize of the Issue 2700000 Equity shares of Rs.10/- each at parIssue opening date October 25 1993Issue closing date November 4 1993Date of completion ofdespatch of sharecertificates/refunds January 7 1994Date of dividend paid NilDate of approval oflisting application December 15 1993Date of admission ofsecurities for dealing instock exchange at Mumbai January 20 1994Subsequent to the public issue the shares of the Company werelisted on Bombay Bangalore and Ahmedabad Stock Exchanges.