MAJESCO LIMITED. Contact Person: Mr Nishant S. Shirke, Company Secretary and Compliance Officer

Transcription

1 Information Memorandum Dated August 17, 2015 MAJESCO LIMITED Our Company (Corporate Identification Number U72300MH2013PLC244874) was incorporated as a private limited company on June 27, 2013 as Minefields Computers Private Limited with its registered office at E/704 Mahavir Darshan, Charkop Sector No. 2, Near Charkop Police Station, Kandivli (West), Mumbai Subsequently the name of the Company was changed to its current name as Majesco Limited on June 12, Registered Office: MNDC, MBP-P-136, Mahape, Navi Mumbai Tel: Fax: Corporate Office: MNDC, MBP-P-136, 136A, Mahape, Navi Mumbai Tel: Fax: Contact Person: Mr Nishant S. Shirke, Company Secretary and Compliance Officer Information Memorandum for listing of 2,28,12,795 equity shares of Rs. 5 each NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM GENERAL RISK Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the equity shares of our Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking a decision to invest in the shares of our Company. For taking an investment decision, Investors must rely on their own examination of our Company including the risks involved. COMPANY S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to our 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 make this Information Memorandum 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 of our Company are proposed to be listed on the Bombay Stock Exchange Limited ( BSE ) and National Stock Exchange of India Limited ( NSE ). For the purposes of this listing, the Designated Stock Exchange is BSE. Our Company has submitted this Information Memorandum with BSE and NSE and the same has been made available on our Company s website viz. The Information Memorandum would also be made available on the website of BSE ( and NSE ( REGISTRAR TO THE ISSUE Sharepro Services (India) Pvt Ltd Address: Samhita Warehousing complex 13AB, Gala no. 52 Near Sakinaka Telephone Exchange Off Andheri Kurla Road Andheri (East) Mumbai Telephone: Fax: indira@shareporservices.com Website: Contact Person: Indira Karkera SEBI Registration: INR

2 TABLE OF CONTENTS SECTION I - GENERAL... 2 DEFINITIONS AND ABBREVIATIONS... 2 CERTAIN CONVENTIONS, USE OF MARKET DATA... 5 FORWARD LOOKING STATEMENTS... 6 SECTION II - RISK FACTORS... 7 SECTION III - INTRODUCTION GENERAL INFORMATION CAPITAL STRUCTURE STATEMENT OF TAX BENEFITS SECTION IV - ABOUT US INDUSTRY AND BUSINESS OVERVIEW HISTORY AND CERTAIN CORPORATE MATTERS SCHEME OF ARRANGEMENT MANAGEMENT SENIOR EXECUTIVE TEAM PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES RELATED PARTY TRANSACTIONS DIVIDEND POLICY SECTION V FINANCIAL INFORMATION AUDITED STANDALONE FINANCIAL STATEMENTS AUDITED CONSOLIDATED FINANCIAL STATEMENTS MANAGEMENT S DISCUSSION AND ANALYSIS UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS SECTION VI - LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS GOVERNMENT APPROVALS REGULATORY AND STATUTORY DISCLOSURES SECTION VII OTHER INFORMATION MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION DECLARATION

3 SECTION I - GENERAL Definitions DEFINITIONS AND ABBREVIATIONS In this Information Memorandum, unless the context otherwise requires, the terms defined and abbreviations expanded herein below shall have the same meaning as stated in this section. In this Information Memorandum, unless otherwise indicated or the context otherwise requires, all references to Majesco Limited, Majesco, Resulting Company, the/our Company, we, our or us are to Majesco Limited or, as the context requires, and references to you are to the prospective investors in the Equity Shares. Conventional and General Terms / Abbreviations Term Description Act/Companies Act The erstwhile Companies Act, 1956 and/or Companies Act, 2013, as applicable AGM Annual General Meeting AS Accounting Standards issued by the Institute of Chartered Accountants of India BSE BSE Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CFO Chief Financial Officer Depositories Act Depositories Act, 1996 Depository A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996 Depository Participant/ A depository participant as defined under the Depositories Act DP DIN Director Identification Number DP ID Depository Participant Identity EBITDA Earnings before Interest, Tax, Depreciation and Amortisation EGM Extra-Ordinary General Meeting EPS Earnings per Share FDI Foreign Direct Investment FEMA Foreign Exchange Management Act, 1999 including the regulations framed thereunder FII Foreign Institutional Investor as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, registered with SEBI under applicable laws in India FIPB Foreign Investment Promotion Board, Ministry of Finance, GoI FVCI Foreign Venture Capital Investors as defined under the Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 registered with SEBI under applicable laws in India GAAP Generally Accepted Accounting Principles GoI Government of India HUF Hindu Undivided Family ICAI Institute of Chartered Accountants of India IT Act Income Tax Act, 1961 Indian GAAP Generally accepted accounting principles followed in India JV Joint Venture MICR Magnetic Ink Character Recognition MoU Memorandum of Understanding Mastek or Demerged Mastek Limited Company Majesco US Majesco, incorporated in April, 1992 in California, United States of America under 2

4 Term Description the name Mastek Software, Inc.. The name of the company was changed to Majesco Software, Inc. in 1995, MajescoMastek in 2006 and to Majesco in Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996 NAV Net Asset Value NECS National Electronic Clearing Services NEFT National Electronic Funds Transfer NR Non-Resident NRI Non-Resident Indian NRE Account Non-Resident External Account NRO Account Non-Resident Ordinary Account NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited OCB Overseas Corporate Body p.a Per annum PAC Persons Acting in Concert PAN Permanent Account Number under the IT Act PLR Prime Lending Rate RBI The Reserve Bank of India Rs. / Rupees / INR / ` Indian Rupees RTGS Real Time Gross Settlement SCRA Securities Contract (Regulation) Act, 1956 SCRR Securities Contract (Regulation) Rules, 1957 SEBI Securities and Exchange Board of India SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 STT Securities Transaction Tax Takeover Regulations SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 Trademark Act Trademark Act, 1999 US/USA United States of America Company Related and Industry Related Terms Term Description Appointed Date for April 1, 2014 Demerger Appointed Date for Slump November 1, 2014 Sale of Offshore Insurance Operations Capital / Share capital Share capital of Majesco Limited Director(s) Director(s) of our Company, unless otherwise specified Demerged Undertaking/Insurance Products and Services Business Undertaking/ Insurance Business Offshore Insurance Operations Designated Stock National Stock Exchange of India Limited Exchange Information Memorandum / IM Effective Date June 1, 2015 Insurance Products and Services Business means the entire undertaking of Mastek pertaining to its Insurance Products and Services Business and includes all assets (whether moveable or immoveable) and liabilities pertaining to the Insurance Products and Services Business including but not limited to the India Insurance Business and the This document filed with the Stock Exchanges is known as and referred to as the Information Memorandum or IM 3

5 Term Description Eligible Shareholder (s) Shall mean eligible holder(s) of the Equity Shares of Mastek Limited as on the Record Date Equity Share(s) or Equity shares of Majesco Limited having a face value of Rs 5/ each unless otherwise Share(s) specified in the context thereof. Equity Shareholder / A holder of the Equity Shares Shareholder Financial Year/ Fiscal/ Any period of twelve months ended March 31 of that particular year, unless otherwise Fiscal Year/ FY stated. Group Companies Unless the context otherwise required, reference to companies/other ventures promoted by our Promoter as enumerated in the chapter Group Companies IT Act The Income Tax Act, 1961 and amendments thereto Information Memorandum The document to be filed with the Stock Exchanges is known as and referred to as the Information Memorandum or IM Listing Agreement The listing agreements entered into between us and the Stock Exchange Promoters Promoters of our Company, namely Sudhakar Ram, Ketan Mehta, Ashank Desai and Sundar Radhakrishnan Promoter Group Shankar Sundar, Varun Sundar, Samvitha Ram, Avanti Desai, Chinmay Ashank Desai, Girija Ram, Tanay Mehta, Padma Desai, Usha Sundar, Rupa Ketan Mehta Scheme/Scheme of Scheme of Arrangement cum Demerger with Sections 391 to 394 and Sections 100 to Arrangement / Scheme of 103 of the Companies Act, 1956 amongst Mastek Limited and Majesco Limited and Arrangement cum their respective shareholders, sanctioned by the High Court of Judicature at Bombay Demerger and High Court of Judicature at Gujarat on 30th April 2015 Subsidiaries Subsidiaries of our Company, namely Majesco US, Majesco Software and Solutions Inc, Majesco Canada Limited, Majesco Sdn. Bhd, Majesco (Thailand) Co. Ltd, Majesco UK Limited and Majesco Software and Solutions India Private Limited Record Date June 15, 2015 Registrar and Transfer Sharepro Services (India) Pvt Ltd Agent Share Certificate The certificate in respect of the Equity Shares allotted to a folio Stock Exchanges BSE and NSE Articles/ Articles of The articles of association of our Company, as amended Association / AoA Auditor The Statutory Auditors of Majesco Limited, Varma & Varma Board/ Board of Directors Board of Directors of our Company Memorandum/ Memorandum of Association The memorandum of association of our Company, as amended The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms under the Companies Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and the rules and regulations made thereunder. Notwithstanding the foregoing, terms in Main Provisions of the Articles of Association, Statement of Tax Benefits, and Financial Statements, shall have the meanings given to such terms in these respective sections. 4

6 CERTAIN CONVENTIONS, USE OF MARKET DATA Unless stated otherwise, the financial data in this Information Memorandum is derived from our financial statements. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the twelve month period ended March 31 of that year, unless specified otherwise. In this Information Memorandum, any inconsistencies in any table between the aggregate and the totals of the sums recorded are because of rounding off. All references to India contained in this Information Memorandum are to the Republic of India. All references to Rupees or Rs. are to Indian Rupees, the official currency of the Republic of India. For extra definitions, please see the area titled Definitions and Abbreviations of this Information Memorandum. Unless stated otherwise, industry information utilized all through this Information Memorandum has been acquired from the published information. Such published information by and large expresses that the data contained in those publications has been obtained from sources accepted to be reliable; however their exactness and completeness are not ensured and their reliability cannot be assured. Despite the fact that we accept that industry information utilized within this Information Memorandum is reliable, it has not been independently verified. The data included in this Information Memorandum about different organizations is based on their particular Annual Reports and information made available by the respective companies. 5

7 FORWARD LOOKING STATEMENTS This Information Memorandum includes statements which contain words or phrases such as will, would, aim, aimed, will likely result, is likely, are likely, believe, expect, expected to, will continue, will achieve, anticipate, estimate, estimating, intend, plan, contemplate, seek to, seeking to, trying to, target, propose to, future, objective, goal, project, should, can, could, may, will pursue, and similar expressions or variations of such expressions, that are forward looking statements. Our forward looking statements contain information regarding, among other things, our financial condition, future plans and business strategy. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others: General economic and business conditions in India and other countries; Our ability to successfully implement our strategy, our growth and expansion plans and technological changes; Changes in the value of the Rupee and other currency changes; Changes in Indian or international interest rates; Changes in laws and regulations in India; Changes in political conditions in India; Changes in the foreign exchange control regulations in India The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally. We undertake no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, and the risks, uncertainties and assumptions discussed in Risk Factors and elsewhere in this Information Memorandum, any forward looking statement discussed in this Information Memorandum may change or may not occur, and our actual results could differ materially from those anticipated in such forward looking statement. 6

8 SECTION II - RISK FACTORS An investment in equity shares involves a high degree of risk. You should carefully consider all of the information in this Information Memorandum, including the risks and uncertainties described below before making an investment in our equity shares. If any of the following risks actually occur, our business, financial condition and results of operations could suffer, the trading price of our equity shares could decline, and you may lose all or part of your investment. We have described the risks and uncertainties that our management believes are material, but these risks and uncertainties may not be the only ones we face. Additional risks and uncertainties, including those we are not aware of or deem immaterial, may also result in decreased revenues, increased expenses or other events that could result in a decline in the value of the Equity Shares. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other implications of any of the risks described in this section. I. Internal Risk Factors 1. Statutory Clearances and Approval We may require approvals, licenses, registrations and permits for operating our businesses. If we fail to obtain or renew any applicable approvals, licenses, registrations and permits in a timely manner, our ability to undertake our businesses may be adversely impacted, which could adversely affect results of operations and profitability. Furthermore, our government approvals and licenses may be subject to numerous conditions, some of which could be onerous. There can be no assurance that we will be able to apply for any approvals, licenses, registrations or permits in a timely manner, or at all and there can be no assurance that the relevant authorities will issue or renew any such approvals, licenses, registrations or permits in the time frames anticipated by us. Further, we cannot assure that the approvals, licenses, registrations and permits issued to us would not be suspended or revoked in the event of noncompliance or alleged non compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to renew the approvals that have expired or apply for and obtain the required approvals, licenses, registrations or permits, or any suspension or revocation of any of the approvals, licenses, registrations and permits that have been or may be issued to us, may impede our operations. 2. Our success would be dependent upon our ability to hire, retain, and utilize qualified personnel The success of our business is dependent upon our ability to hire, retain, and utilize qualified personnel, including engineers and corporate management professionals who have the required experience and expertise. From time to time, it may be difficult to attract and retain qualified individuals with the expertise. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our business, financial condition, and results of operations. Moreover, we may be unable to manage knowledge developed internally, which may be lost in the event of our inability to retain employees. 3. We could be adversely affected if we fail to keep pace with technical and technological developments Rapid and frequent technology and market demand changes can often render existing technologies obsolete, requiring substantial new capital expenditures and/or write downs of assets. Our failure to anticipate or to respond adequately to changing technical, market demands could adversely affect our business and financial results. In order to further develop and implement the new technologies we may have to invest large amount of capital which may have an adverse impact on our cash position. 4. Our IT systems may be vulnerable to security breaches, piracy and hacking leading to disruption in services to our customers Our IT systems may be vulnerable to computer viruses, piracy, hacking or similar disruptive problems. Computer viruses or problems caused by third parties could lead to disruptions in our services to our customers. Moreover, our disaster recovery system may also be vulnerable to technical glitches. Fixing such problems caused by computer viruses or security breaches may require interruptions, delays or temporary suspension of our services, which could 7

9 result in lost revenue and dissatisfied customers. Breaches of our IT systems, including through piracy or hacking may result in unauthorized access to our content. Such breaches of our IT systems may require us to incur further expenditure to put in place more advanced security systems to prevent any unauthorized access to our networks. This may have a material adverse effect on our earnings and financial condition. 5. Our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures The amount of our future dividend payments, if any, is subject to the discretion of the Board of Directors, and will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditures and other factors. There can be no assurance as to whether our Company will pay a dividend in the future and if so the level of such future dividends. 6. Any significant future indebtedness and any conditions and restrictions imposed by such financing agreements could restrict our ability to conduct our business and operations in the manner we desire Any significant indebtedness in the future could have important consequences on our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate requirements. In addition, fluctuations in market interest rates may affect the cost of our borrowings. Any conditions and restrictions imposed by such financing agreements could restrict our ability to conduct our business and operations in the manner we desire. In addition, failure to meet any conditions or obtain consents required under such financing arrangements could have adverse consequences on our business and operations. 7. Our operating results are influenced by the effectiveness of our brand marketing and advertising programmes Our revenues are influenced by brand marketing and advertising. If our marketing and advertising programmes are unsuccessful, the results of our operations could be materially and adversely affected. In addition, increased spending by our competitors on advertising and promotion could adversely affect the results of our operations and financial condition. Moreover, a material decrease in our funds earmarked for advertising or an ineffective advertising campaign relative to that of our competitors, could also adversely affect our business, financial condition, results of operations and prospects. 8. We are subject to risks arising from exchange rate fluctuations We have incurred and expect to incur expenditure and earn revenue denominated in foreign currencies in the course of our operations when acquiring or monetizing our content and in respect of overseas market. Any fluctuation of the Indian Rupee against the currency in which we have an exposure may increase the Indian Rupee costs to us of our expenditure or may reduce the revenue to us Company manages Foreign Currency Risks through following approaches : Aligning Revenue and Costs in the same currency wherever possible in the overseas country operations to provide natural hedging Using Forward Contracts as a tool to cover net cash inflows against Currency exposures in line with approved policy of the Company 9. International operations expose us to legal, tax, and economic risks We operate through our subsidiaries in US, UK, Canada, Malaysia and Thailand. As a result of our existing and expanding international operations, we are subject to risks inherent to establishing and conducting operations in international markets, including cost for compliance with a wide range of regulatory requirements. The risks stated above and the constantly changing dynamics of international markets could have an adverse effect on our business prospects, results of operations and financial condition. 8

10 10. Risks relating to Intellectual Property The Company, being in the Insurance Products and Services Business, is reliant on its Intellectual Property for generating revenue. There are potential difficulties with respect to protection of our intellectual property rights in some countries of our operations. 11. Exchange Risk and Policy Our operating results may be adversely affected by fluctuations in the Indian rupee and other foreign currency exchange rates. To mitigate the risk, the Company follows a Prudent Hedging Policy which is approved by the Board. The Company takes Forward covers, covering certain percentages of its Net Foreign Exchange Inflows on a 2 year rolling basis. 12. Risk related to the customer mix The Company s strategy is to engage with a few strategic customers and build long-term relationship with them. Any shift in customer preferences, priorities and internal strategies can have an adverse impact on the Company s operations and outlook. Mastek does have the benefit of being very well entrenched with many of its customers; involved in their critical and strategic initiatives. Therefore, client concentration related risks are mitigated to an extent. 13. Our sales cycle is lengthy and variable, depends upon many factors outside our control, and could cause us to expend significant time and resources prior to earning associated revenues The typical sales cycle for our products and services is lengthy and unpredictable, requires pre-purchase evaluation by a significant number of employees in our customers organizations, and often involves a significant operational decision by our customers. Our sales efforts involve educating our customers about the use and benefits of our products, including the technical capabilities of our products and the potential cost savings achievable by organizations deploying our products. Customers typically undertake a significant evaluation process, which frequently involves not only our products, but also those of our competitors and can result in a lengthy sales cycle. Moreover, a purchase decision by a potential customer typically requires the approval of several senior decision makers, including the board of directors of our customers. Our sales cycle for new customers is typically one to two years and can extend even longer in some cases. We spend substantial time, effort and money in our sales efforts without any assurance that our efforts will produce any sales. In addition, we sometimes commit to include specific functions in our base product offering at the request of a customer or group of customers and are unable to recognize license revenues until the specific functions have been added to our products. Providing this additional functionality may be time consuming and may involve factors that are outside of our control. The lengthy and variable sales cycle may also have a negative impact on the timing of our revenues, causing our revenues and results of operations to vary significantly from period to period. 14. Our business depends on customers renewing and expanding their license and maintenance contracts for our products. A decline in our customer renewals and expansions could harm our future results of operations Our customers have no obligation to renew their term licenses after their license period expires, and these licenses may not be renewed on the same or more favorable terms. Moreover, under certain circumstances, our customers have the right to cancel their license agreements before they expire. We have limited historical data with respect to rates of customer license renewals, upgrades and expansions so we may not accurately predict future trends in customer renewals. In addition, our term and perpetual license customers have no obligation to renew their maintenance arrangements after the expiration of the initial contractual period. Our customers renewal rates may fluctuate or decline because of several factors, including their satisfaction or dissatisfaction with our products and services, the prices of our products and services, the prices of products and services offered by our competitors or reductions in our customers spending levels due to the macroeconomic environment or other factors. In addition, in some cases, our customers have a right to exercise a perpetual buyout of their term licenses at the end of the initial contract term. If our customers do not renew their term licenses for our solutions or renew on less favorable terms, our revenues may decline or grow more slowly than expected and our profitability may be harmed. 9

11 15. Our implementation cycle is lengthy and variable, depends upon factors outside our control, and could cause us to expend significant time and resources prior to earning associated revenues The implementation and testing of our products by our customers takes several months or longer and unexpected implementation delays and difficulties can occur. Implementing our products typically involves integration with our customers systems, as well as adding their data to our system. This can be complex, time-consuming and expensive for our customers and can result in delays in the implementation and deployment of our products. The lengthy and variable implementation cycle may also have a negative impact on the timing of our revenues, causing our revenues and results of operations to vary significantly from period to period. 16. Our product development cycles are lengthy, and we may incur significant expenses before we generate revenues, if any, from new products Because our products are complex and require rigorous testing, development cycles can be lengthy, taking us up to two years to develop and introduce new products. Moreover, development projects can be technically challenging and expensive. The nature of these development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we generate revenues, if any, from such expenses. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful introduction or improvement of products that are competitive in the marketplace, this could materially and adversely affect our business and results of operations. Additionally, anticipated customer demand for a product we are developing could decrease after the development cycle has commenced. Such decreased customer demand may cause us to fall short of our sales targets, and we may nonetheless be unable to avoid substantial costs associated with the product s development. If we are unable to complete product development cycles successfully and in a timely fashion and generate revenues from such future products, the growth of our business may be harmed. 17. Failure to meet customer expectations on the implementation of our products could result in negative publicity and reduced sales, both of which would significantly harm our business, results of operations, financial condition and growth prospects We provide our customers with upfront estimates regarding the duration, budget and costs associated with the implementation of our products. Failing to meet these upfront estimates and the expectations of our customers for the implementation of our products could result in a loss of customers and negative publicity regarding us and our products and services, which could adversely affect our ability to attract new customers and sell additional products and services to existing customers. Such failure could result from our product capabilities or service engagements by us, our system integrator partners or our customers information technology employees. The consequences could include, and have included: monetary credits for current or future service engagements, reduced fees for additional product sales, and a customer s refusal to pay their contractually-obligated license, maintenance or service fees. In addition, time-consuming implementations may also increase the amount of services personnel we must allocate to each customer, thereby increasing our costs and adversely affecting our business, results of operations and financial condition. 18. If we are unable to develop, introduce and market new and enhanced versions of our products, we may be put at a competitive disadvantage Our success depends on our continued ability to develop, introduce and market new and enhanced versions of our products to meet evolving customer requirements. However, we cannot assure you that this process can be maintained. If we fail to develop new products or enhancements to our existing products, our business could be adversely affected, especially if our competitors are able to introduce products with enhanced functionality. We plan to continue our investment in product development in future periods. It is critical to our success for us to anticipate changes in technology, industry standards and customer requirements and to successfully introduce new, enhanced and competitive products to meet our customers and prospective customers needs on a timely basis. However, we cannot assure you that revenues will be sufficient to support the future product development that is required for us to be competitive. Although we may be able to release new products in addition to enhancements to existing products, we cannot assure you that our new or upgraded products will be accepted by the market, will not be delayed or canceled, will not contain errors or bugs that could affect the performance of the products or cause damage to 10

12 users data, or will not be rendered obsolete by the introduction of new products or technological developments by others. If we fail to develop products that are competitive in technology and price and fail to meet customer needs, our market share will decline and our business and results of operations could be harmed. 19. We may be subject to significant liability claims if our core system software fails and the limitation of liability provided in our license agreements may not protect us, which may adversely impact our financial condition The license and support of our core system software creates the risk of significant liability claims against us. Our license agreements with our customers contain provisions designed to limit our exposure to potential liability claims. It is possible, however, that the limitation of liability provisions contained in such license agreements may not be enforced as a result of international, federal, state and local laws or ordinances or unfavorable judicial decisions. Breach of warranty or damage liability or injunctive relief resulting from such claims could have a material and adverse impact on our results of operations and financial condition. 20. Certain of our software products may be deployed through cloud-based implementations, and if such implementations are compromised by data security breaches or other disruptions, our reputation could be harmed, and we could lose customers or be subject to significant liabilities Although our software products typically are deployed on our customers premises, our products may be deployed in our customers cloud-based environments, in which our products and associated services are made available using an Internet-based infrastructure. In cloud deployments, the infrastructure of third-party service providers used by our customers may be vulnerable to hacking incidents, other security breaches, computer viruses, telecommunications failures, power loss, other system failures and similar disruptions. Any of these occurrences, whether intentional or accidental, could lead to interruptions, delays or cessation of operation of the servers of third-party service providers used by our customers, and to the unauthorized use or access of our software and proprietary information and sensitive or confidential data stored or transmitted by our products. The inability of service providers used by our customers to provide continuous access to their hosted services, and to secure their hosted services and associated customer information from unauthorized use, access or disclosure, could cause us to lose customers and to incur significant liability, and could harm our reputation, business, financial condition and results of operations. 21. We are dependent on the reliability and performance of our internally developed systems and operations. Any difficulties in maintaining these systems, whether due to human error or otherwise, may result in service interruptions, decreased service quality for our customers, a loss of customers or increased expenditures Our revenue and profit depend on the reliability and performance of our services and solutions. We have contractual obligations to provide service level credits to almost all of our application services provider ( ASP ) customers against future invoices in the event that certain service disruptions occur. Furthermore, customers may terminate their ASP agreements with us as a result of significant service interruptions, or our inability, whether actual or perceived, to provide our services and solutions at the contractually required levels or at any time. If our services are unavailable, or customers are dissatisfied with our performance, we could lose customers, our revenue and profits would decrease and our business operations or financial position could be harmed. In addition, the software and workflow processes that underlie our ability to deliver our services and solutions have been developed primarily by our own employees and consultants. Malfunctions in the software we use or human error could result in our inability to provide services or cause unforeseen technical problems. If we incur significant financial commitments to our customers in connection with our failure to meet service level commitment obligations, we may incur significant liability and our liability insurance and revenue reserves may not be adequate. In addition, any loss of services, equipment damage or inability to meet our service level commitment obligations could reduce the confidence of our customers and could consequently impair our ability to obtain and retain customers, which would adversely affect both our ability to generate revenue and our operating results. 22. We operate in a price sensitive market and we are subject to pressures from customers to decrease 11

13 our fees for the services and solutions we provide. Any reduction in price would likely reduce our margins and could adversely affect our operating results The competitive market in which we conduct our business could require us to reduce our prices. If our competitors offer discounts on certain products or services in an effort to recapture or gain market share or to sell other products, we may be required to lower our prices or offer other favorable terms to compete successfully. Any of these changes would likely reduce our margins and could adversely affect our operating results. Some of our competitors may bundle products and services that compete with us for promotional purposes or as a long-term pricing strategy or provide guarantees of prices and product implementations. In addition, many of the services and solutions that we provide and market are not unique to us and our customers and target customers may not distinguish our services and solutions from those of our competitors. All of these factors could, over time, limit or reduce the prices that we can charge for our services and solutions. If we cannot offset price reductions with a corresponding increase in the number of sales or with lower spending, then the reduced revenue resulting from lower prices would adversely affect our margins and operating results. 23. If we are unable to retain and grow our customer base, as well as their end-user base, our revenue and profit will be adversely affected In order to execute our business plan successfully, we must maintain existing relationships with our customers and establish new relationships with additional businesses. If we are unable to diversify and extend our customer base, our ability to grow our business may be compromised, which would have a material adverse effect on our financial condition and results of operations. 24. If economic or other factors negatively affect the insurance industry, our customers and target customers may become unwilling or unable to purchase our services and solutions, which could cause our revenue to decline and impair our ability to operate profitably Many of our existing and target customers operate in the insurance industry. If a material portion of the insurance businesses that we service, or are looking to service, experience economic hardship, these customers may be unwilling or unable to expend resources on the services and solutions we provide, which would negatively affect the overall demand for our services and could cause our revenue to decline. 25. If we do not respond effectively and on a timely basis to rapid technological change, our business could suffer The markets in which we operate are characterized by changing technology and evolving industry standards. There can be no assurance that our current and future competitors will not be able to develop services or expertise comparable or superior to those we have developed or to adapt more quickly than us to new technologies, evolving industry standards or customer requirements. Failure or delays in our ability to develop services and solutions to respond to industry or user trends or developments and the actions of our competitors could have a material adverse effect on our business, results of operations and financial condition. Our ability to anticipate changes in technology, technical standards and product offerings will be a significant factor in the success of our current business and in expanding into new markets. II. External Risk Factors 1. Changes in Government policies Changes in Government policy, changes in interest rates, revision of duty structure, changes in tax laws, changes in environmental regulations and emission norms etc. may have an adverse impact on the profitability of the Company. Due to the competitive nature of the market, the cost increases as a result of these changes may not be easily passed on to the customers. 2. Financial instability in Indian financial markets could adversely affect our results of operations and financial condition 12

14 The Indian financial market and the Indian economy are influenced by economic and market conditions in other countries. Although economic conditions are different in each country, investors reactions to developments in one country can have adverse effects on the securities of companies in other countries. A loss in investor confidence in the financial systems of other markets may increase volatility in Indian financial markets and, indirectly, in the Indian economy in general. 3. Natural calamities and force majeure events may have an adverse impact on our business Natural disasters may cause significant interruption to our operations, and damage to the environment that could have a material adverse impact on us. The extent and severity of these natural disasters determines their impact on the Indian economy. The adverse impact on Indian economy could have an adverse affect on our business. 4. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial markets and our business Terrorist attacks and other acts of violence or war may adversely affect the Indian markets on which our Equity Shares will trade. These acts may result in a loss of business confidence, make travel and other services more difficult and have other consequences that could have an adverse effect on our business. In addition, any deterioration in international relations, especially between India and its neighboring countries, may result in investor concern regarding regional stability which could adversely affect the price of our Equity Shares. In addition, India has witnessed local civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse impact on our business. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the market price of our Equity Shares. 5. Any future issuance of Equity Shares may dilute the shareholding of the shareholders and sales of our Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares Any future equity issuances by us, may lead to the dilution of shareholding of the shareholders in our Company. Any future equity issuances by us or sales of our Equity Shares by major shareholders may adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances or sales might occur could also affect the trading price of our Equity Shares. 6. The price of our Equity Shares may be volatile The trading price of our Equity Shares may fluctuate after the listing due to a variety of factors, including our results of operations, competitive conditions, general economic, political and social factors, the performance of the Indian and global economy and significant developments in India s fiscal regime, volatility in the Indian and global securities market, performance of our competitors, the Indian capital markets, changes in the estimates of our performance or recommendations by financial analysts and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments. In addition, if the stock markets experience a loss of investor confidence, the trading price of our Equity Shares could decline for reasons unrelated to our business, financial condition or operating results. The trading price of our Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. Each of these factors, among others, could materially affect the price of our Equity Shares. 7. There may be restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder s ability to sell, or the price at which it can sell, Equity Shares at a particular point in time Upon listing and trading of the Equity Shares, we may be subject to a daily circuit breaker imposed by all stock exchanges in India, which may not allow transactions beyond certain volatility in the price of the Equity Shares. This circuit breaker operates independently of the index based marketwide circuit breakers generally imposed by SEBI on Indian stock exchanges. The percentage limit on our circuit breaker may be set by the stock exchanges 13

15 based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges may not inform us of the percentage limit of the circuit breaker from time to time, and may change it without our knowledge. This circuit breaker effectively limits the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares. 14

16 SECTION III - INTRODUCTION GENERAL INFORMATION Our Company (Corporate Identification Number U72300MH2013PLC244874) was incorporated as a private limited company on June 27, 2013 as Minefields Computers Private Limited with its registered office at E/704 Mahavir Darshan, Charkop sector No. 2, Near Charkop Police Station, Kandivli (West), Mumbai Subsequently the name of the Company was changed to its current name as Majesco Limited on June 12, The Hon'ble High Court of Judicature at Bombay, vide its order dated April 30, 2015 and Hon'ble High Court of Judicature at Gujarat, vide its order dated April 30, 2015 has approved the Scheme of Arrangement between Mastek Limited and Majesco Limited and their respective shareholders. Pursuant to the Scheme, the Insurance Products and Services Business Undertaking of the Demerged Company is transferred to and vested with the Resulting Company with the appointed date of April 1, 2014 in accordance with Sections 391 to 394 and Sections 100 to 103 of the Companies Act, The effective date of the Scheme is June 1, Address of the Registered Office: MNDC, MBP-P-136, Mahape, Navi Mumbai Phone: Fax: Address of the Corporate Office: MNDC, MBP-P-136, 136A, Mahape, Navi Mumbai Phone: Fax: Board of Directors: The Board of Directors as on the date of filing of the Information Memorandum S. No. Name of Directors 1. Farid Kazani 2. Madhu Dubhashi 3. Venkatesh Chakravarty 4. Radhakrishnan Sundar 5. Ketan Mehta 6. Arun Maheswari For further details of the Board of Directors of our Company, please refer to the section titled Management. Chief Financial Officer: Kunal Karan MNDC, MBP-P-136, 136A, Mahape, Navi Mumbai Telephone number: Fax number: Id: kunal.karan@majesco.com Authority for Listing The Hon'ble High Court of Judicature at Bombay, vide its order dated April 30, 2015 and Hon'ble High Court of Judicature at Gujarat, vide its order dated April 30, 2015 has approved the Scheme of Arrangement between Mastek Limited and Majesco Limited and their respective shareholders. Pursuant to the Scheme, the Insurance Products and Services Business Undertaking of the Demerged Company is transferred to and vested with the Resulting Company with the appointed date of April 1, 2014 in accordance with Sections 391 to 394 and Sections 100 to 103 of the 15

17 Companies Act, The Scheme was made effective June 1, In accordance with the said Scheme, the equity shares of Majesco issued pursuant to the Scheme shall be listed and admitted to trading on BSE and NSE. Such admission and listing is not automatic and will be subject to fulfillment by the company of the listing criteria of BSE and NSE for such issues also subject to such other terms and conditions as may be prescribed by BSE and NSE at the time of the application by the Company seeking listing. Eligibility Criteria There being no initial public offering or rights issue, the eligibility criteria of SEBI (Issue of Capital and Disclosure Requirements) Regulation 2009 do not become applicable. However, SEBI vide its letter no. CFD/DIL/NR/AK/OW/22995/2015 dated August 14, 2015, granted relaxation of clause (b) to sub rule (2) of Rule 19 thereof by making an application to SEBI under sub rule (7) of rule 19 of the Securities Contracts (Regulation) Rules, 1957 as per the SEBI Circular no. CIR/CFD/DIL/5/2013 dated February 4, 2013 read with SEBI Circular no. CIR/CFD/DIL/8/2013 dated May 21, The Company has submitted the Information Memorandum, containing information about itself, making disclosures in line with the disclosure requirement for public issues, as applicable to BSE and NSE for making the said Information Memorandum available to public through their websites and The Company has made the said Information Memorandum available on its website The Company has published an advertisement on August 17, 2015 in the newspapers containing its details as per the SEBI Circular no.cir/cfd/dil/5 /2013 dated February 4, 2013 with the details required as in terms of para 6 of part B of the said Circular. The advertisement draws specific reference to the availability of the Information Memorandum on its website. General Disclaimer from our Company The Company accepts no responsibility for statements made otherwise than in the Information Memorandum or in the advertisements published in terms of para 6 of part B of SEBI Circular SEBI/CFD/DIL/5/2013 dated February 4, 2013 or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner. Company Secretary Nishant S. Shirke MNDC, MBP-P-136, 136A, Mahape, Navi Mumbai Phone: Fax: nishant.shirke@majesco.com Auditors of the company: Varma & Varma Chartered Accountants 424, 4th C Main 6th Cross OMBR Layout Banswadi Bangalore Telephone number: Fax number: Id: cherian@varmaandvarma.com Contact Person: Cherian Baby Registrar and Transfer Agent: Sharepro Services (India) Pvt Ltd Samhita Warehousing complex 16

18 13AB, Gala no. 52 Near Sakinaka Telephone Exchange Off Andheri Kurla Road Andheri (East) Mumbai Telephone: Fax: Website: Contact Person: Indira Karkera SEBI Registration No: INR

19 CAPITAL STRUCTURE SHARE CAPITAL A. Share Capital of our Company Pre-Scheme of Arrangement cum Demerger Particulars Authorized Capital 50,000 equity shares of Rs. 10 / each Issued, Subscribed And Paid Up Share Capital 50,000 equity shares of Rs. 10 / each Amount (Rs.) 500, ,000 B. Share Capital of our Company Post-Scheme of Arrangement cum Demerger Particulars Authorized Capital 30,000,000 equity shares of Rs. 5/ each Issued, Subscribed And Paid Up Share Capital 22,812,795 equity shares of Rs. 5/ each Note: The post scheme capital structure is as of June 18, Amount (Rs.) 150,000, ,063,975 Notes to the Capital Structure 1. Share Capital History Sr no (a) Equity share capital history of our Company Date of Allotment 1 27 June November 2014 No. of Shares Cumulative No. of Shares Face Value (Rs.) Premium (Rs.) Cumulative Paid up Capital (Rs.) Nature of Allotment Consideration 10,000 10,000 10/ ,000 Initial Cash subscription 40,000 50,000 10/ ,000 Rights issue Cash As per the Scheme of Arrangement, upon the Scheme becoming effective from the Appointed date, the issued, subscribed and paid-up capital of the Company consisting of 50,000 Equity shares of Rs. 10 each aggregating to Rs. 500,000 was cancelled. At the Board meeting held on 18th June 2015, the Company allotted 22,812,795 shares of Rs. 5/- each to the erstwhile shareholders of the Demerged Company (Mastek Ltd). 18

20 Shareholding pattern before and after the Scheme: 2. The shareholding pattern of our Company prior to the allotment of shares under the Scheme is as under: Category Code No. of No. of Shares pledged or Total No. Total shareholding Category of Share- shares held in otherwise encumbered of shares As a % of total number of shares Shareholders holders demated form No. of As a % ( I ) ( II ) ( III ) ( IV ) ( V ) ( VI ) ( VII ) ( VIII ) (IX ) = (VIII)/(IV)*100 (A) (1) Indian Shareholding of Promoter and Promoter Group (A+B) 1 (A+B+C) (a) Individuals/H.U.F NIL NIL (b) Cental/State Government(s) NIL NIL ( c) Bodies Corporate NIL NIL (d) Financial Institutions/Banks NIL NIL (e) Any Other (specify) (2) Foreign (a) (b) Non Resident Individuals/Foreign Nationals Bodies Corporate ( c) Institutions (d) (e) (B) Qualified Foreign Investor Any Other (specify) Sub-Total (A)(1) NIL NIL Sub_Total (A)(2) Total holding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) NIL NIL Public Shareholding (1) Institutions (a) Mutual Fund/UTI (b) Financial Institutions/Banks ( c) Central/State Government(s) (d) Venture Capital Funds (e) Insurance Companies NIL NIL NIL NIL NIL NIL 19

21 Category Code No. of No. of Shares pledged or Total No. Total shareholding Category of Share- shares held in otherwise encumbered of shares As a % of total number of shares Shareholders holders demated form No. of As a % ( I ) ( II ) ( III ) ( IV ) ( V ) ( VI ) ( VII ) ( VIII ) (IX ) = (VIII)/(IV)*100 (A+B) 1 (A+B+C) ( f) Foreign Institutional Investors (g) Foreign Venture Cap. Inv (h) Qualified Foreign Investor (i) Any Other (specify) (2) Non Institutions Sub-Total (B)(1) (a) Bodies Corporate (b) Individuals i) Holding nominal share capital upto Rs. 1 lakh ii) Holding nominal share capital in excess of Rs. 1 lakh ( c) Qualified Foreign Investor ( d) Any Other(specify) (d-i) Overseas Corporate Bodies NIL NIL (d-ii) Non Resident Individuals NIL NIL (d-iii) Foreign National NIL NIL ( C) Sub-Total (B)(2) NIL NIL Total Public shareholding (B)=(B)(1)+(B)(2) NIL NIL TOTAL (A)+(B) NIL NIL Shares held by Custodians and against which Depository Receipts have been issued NIL NIL 1 Promoter and Promoter Group NIL NIL 2 Public NIL NIL GRAND TOTAL (A)+(B)+( C) NIL NIL NIL NIL NIL NIL NIL NIL 20

22 3. The shareholding pattern of our Company post allotment of shares under the Scheme as on 18th June 2015 (I) (a) Statement showing Shareholding Pattern Number of As a % of total As a % of total Partly paid up shares partly paid number of partly number of shares up shares paid up shares of the Company Held by Promoter/Promoter group Held by Public Total Outstanding Convertible Securities Number of outstanding Securities As a % of total No. of outstanding Con. Securities As a % of total No. of shares of the Company, assuming full conversion of the Securities Held by Promoter/Promoter group Held by Public Total Warrants Number of warrants As a % of total number of warrants As a % of total number of shares of the Company assuming full conversion of warrants Held by Promoter/Promoter group Held by Public Total Total paid up capital of the Company, assuming full conversion of warrants and convertible securities 0 21

23 Cate- Number of Total No. Number of Shares pledged or gory Category of Share- of shares shares held Total shareholding as a percentage otherwise encumbered Code Shareholders holders in demated of total number of shares Number of As a form As a percentage of Shares % (A+B) (A+B+C) ( I ) ( II ) ( III ) ( IV ) ( V ) ( VI ) ( VII ) ( VIII ) (IX )=(VIII)/(IV)*100 (A) Shareholding of Promoter and Promoter Group (1) Indian (a) Individuals/H.U.F NIL NIL (b) Cental/State Government(s) ( c) Bodies Corporate (d) Financial Institutions/Banks (e) Any Other (specify) Sub-Total (A)(1) NIL NIL (2) Foreign (a) Non Resident Individuals/Foreign Nationals (b) Bodies Corporate ( c) Institutions (d) Qualified Foreign Investor (e) Any Other (specify) Sub_Total (A)(2) Total holding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) NIL NIL (B) Public Shareholding (1) Institutions (a) Mutual Fund/UTI (b) Financial Institutions/Banks ( c) Central/State Government(s) (d) Venture Capital Funds (e) Insurance Companies ( f) Foreign Institutional Investors (g) Foreign Venture Cap. Inv (h) Qualified Foreign Investor (i) Any Other (specify) Sub-Total (B)(1) (2) Non Institutions (a) Bodies Corporate (b) Individuals i) Holding nominal share capital upto Rs. 1 lakh ii) Holding nominal share capital in excess of Rs. 1 lakh ( c) Qualified Foreign Investor ( d) Any Other(specify) (d-i) Overseas Corporate Bodies (d-ii) Non Resident Individuals (d-iii) Foreign National Sub-Total (B)(2) Total Public shareholding (B)=(B)(1)+(B)(2) TOTAL (A)+(B) ( C) Shares held by Custodians and against which Depository Receipts have been issued Promoter and Promoter Group 2 Public GRAND TOTAL (A)+(B)+( C) NIL NIL 22

24 (I) (b) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category "Promoter and Promoter Group Details of Shares held Encumbered shares(*) Details of warrants No of Shares held As a % of grand total (A)+(B)+(C) As a % of grand total (A)+(B)+(C) of sub-clause (I)(a) No of warrants held As a % of total number of warrants of the same class Details of convertible securities Number of convertible securities held As a % of total number of convertible securities of the same class Total shares (including underlying shares assuming full conversion of warrants and convertible securities as a % of diluted share capital As a Sr.No. Name of the shareholder Number Percentage ( I ) ( II ) ( III ) ( IV ) ( V ) ( VI ) = (V)/(III)*100 ( VII ) (VIII) (IX) (X) (XI) (XII) 1 ASHANK DESAI SUDHAKAR RAM KETAN MEHTA SUNDAR RADHAKRISHNAN RUPA MEHTA USHA SUNDAR GIRIJA RAM PADMA DESAI SAMVITHA RAM AVANTI DESAI CHINMAY ASHANK DESAI VARUN SUNDAR SHANKAR SUNDAR TANAY MEHTA TOTAL (*) The term "encumbrance" has the same meaning as assigned to it in regulation 28(3) of the SAST Regulations,

25 (I)(c)(i) Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category "Public" and holding more than 1% of the total number of shares. Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Details of warrants Number of warrants held As a % total number of warrants of the same class Details of convertible securities Number of convertible securities held % w.r.t total number of convertible securities of the same class Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital Sr.No. Name of the shareholder Number of shares held 1 Fidelity Puritan Trust Fidelity Low Priced Life Insurance Corporation Of India Fidelity Northstar Fund TOTAL (I)(c)(ii) Statement showing holding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category "Public" and holding more than 5% of the total number of shares of the company. Sr. No. Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them Number of shares Shares as a percentage of total number of shares {i.e., Grand Total (A)+(B)+(C) indicated in Statement at para (I)(a) above} Details of warrants Number of warrants As a % total number of warrants of the same class Details of convertible securities Number of convertible securities held % w.r.t total number of convertible securities of the same class Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital 1 Fidelity Puritan Trust Fidelity Low Priced TOTAL (1) (d) Statement showing details of locked in shares Sr. No. Name of shareholder No. of locked-in shares TOTAL Locked-in shares as percentage of total no. of shares {i.e. Grand Total(A)+(B)+C) indicated in statement at para(1)(a) above} NA Category of shareholders (Promoters/public) 24

26 (II) (a) Statement showing details of Depository Receipts (DRS) Sr. No. Type of outstanding Dr(ADRs, GDRs, SDRs, etc) No. of shares TOTAL NA No. of shares underlying outstanding DRs Shares underlying outstanding DRs as a percentage of total no. of shares {I.e. Grand Total (A)+(B)+C) indicated in Statement at para (1)(a)above} (II) (b) Statement showing holding of Depository Receipts (DRs) where underlying shares are in excess of 1% of the total no. of shares Sr. No. Name of the DR Holder Type of outstanding DR(ADRs, GDRs, SDRs, etc.) NA No. of shares underlying outstanding DRs. Shares underlying outstanding DRs as a percentage of total no. of shares {I.e. Grand Total (A)+(B)+C) indicated in Statement at para (1)(a)above} TOTAL III (a) Statement showing the voting pattern of shareholders, if more than one class of shares/securities is issued by the issuer. Category code Caegory of shareholder Number of Voting Rights held in each class of securities Total Voting Rights Total Voting Rights (VI) As a % As a % Class X Class Y Class Z (III+IV+V) of (A+B) of (A+B+C) ( I ) ( II ) ( III ) ( IV ) ( V ) ( VI ) ( VII ) ( VIII ) (A) Promoter and Promoter Group ( 1 ) Indian ( a ) Individuals/Hindu Undivided Family ( b ) Central/State Government(s) ( c ) Bodies Corporate ( d ) Financial Institutions/Banks ( e ) Any Other (specify) ( 2 ) Foreign Sub-Total (A) (1) N.A. N.A. N.A. N.A. N.A. N.A. 25

27 Category code Caegory of shareholder Number of Voting Rights held in each class of securities Total Voting Rights Total Voting Rights (VI) As a % As a % Class X Class Y Class Z (III+IV+V) of (A+B) of (A+B+C) ( I ) ( II ) ( III ) ( IV ) ( V ) ( VI ) ( VII ) ( VIII ) ( a ) Individuals (Non Resident/Foreign) ( b ) Bodies Corporate ( c ) Institutions ( d ) Any Other (specify) Sub-Total (A)(2) N.A. N.A. N.A. N.A. N.A. N.A. Total Shareholding of Ptomoter and Ptomoter Group (A)=(A)(1) + (A)(2) ( B ) Public Shareholding ( 1 ) Institutions ( a ) Mutual Funds/UTI ( b ) Financial Institutions/Banks ( c ) Central/State Government(s) ( d ) Venture Capital Funds ( e ) Insurance Companies ( f ) Foreign Institutional Investors ( g ) Foreign Venture Capital Investors ( h ) Any Other (specify) Sub-Total (B) (1) N.A. N.A. N.A. N.A. N.A. N.A. ( 2 ) Non Instituons ( a ) Bodies Corporate ( b ) Individuals i. Individual shareholders holding nominal share capital upto Rs. 1 lakh ii.individual shareholders holding nominal share capital in excess of Rs. 1 lakh. ( c ) Any Other (specify) 26

28 Category code Caegory of shareholder Number of Voting Rights held in each class of securities Total Voting Rights Total Voting Rights (VI) As a % As a % Class X Class Y Class Z (III+IV+V) of (A+B) of (A+B+C) ( I ) ( II ) ( III ) ( IV ) ( V ) ( VI ) ( VII ) ( VIII ) Sub-Total (B) (2) N.A. N.A. N.A. N.A. N.A. N.A. TOTAL (A) + (B) N.A. N.A. N.A. N.A. N.A. N.A. ( C ) Shares held by Custodians and against which Depository Receipts have been issued GRAND TOTAL ( A )+( B )+( C ) N.A. N.A. N.A. N.A. N.A. N.A. 27

29 4. Top ten shareholders 10 days prior to and on the date of this Information Memorandum Serial No. Name of the shareholder Number of equity shares held % to total capital 1. Ashank Desai 3,099, % 2. Sudhakar Ram 2,791, % 3. Ketan Mehta 2,519, % 4. Radhakrishnan Sundar 1,445, % 5. Fidelity Puritan Trust 1,650, % 6. LIC of India 1,108, % 7. Rupa Mehta 480, % 8. Usha Sundar 460, % 9. Fidelity North Star Fund 400, % 10. Arun Maheshwari 223, % Total 14,179, % 5. Details of Equity Shares held by our Directors Except as stated below, there are no other Directors who hold Equity Shares in our Company as on date of this Information Memorandum: S No. Name of director Number of shares 1 Venkatesh Chakravarty 20,175 2 Farid Kazani 74,958 3 Radhakrishnan Sundar 14,45,800 4 Arun Maheshwari 2,23,945 5 Ketan Mehta 25,19,100 Total 42,83, As on the date of this Information Memorandum, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity Shares. 7. There shall be only one denomination of equity shares of our Company, subject to applicable regulations and our Company shall comply with such disclosure and accounting norms, specified by SEBI from time to time. 8. The Promoters of our Company, their relatives and associates and the directors of our Company have not purchased or sold or financed, directly or indirectly, any equity shares of our Company from the date of approval of the Scheme till the date of submission of this Information Memorandum. 9. There was no further issue of capital by our Company whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date of approval of the Scheme till listing of the Equity Shares allotted as per the Scheme. 10. Our Company has 20,927 Equity Shareholders as on date of filing of this Information Memorandum. 11. Our Company presently does not have any intention or proposal to alter its capital structure for a period of six months from the date of the Scheme, by way of split or consolidation of the denomination of Equity Shares or further issue of equity (including issue of securities convertible into or exchangeable for, directly or indirectly, for our Equity Shares) whether on a preferential basis or bonus or rights issue or further public offering or qualified institutions placement or otherwise. However, we may allot Equity Shares upon vesting of options granted under our ESOP plan. The company may issue further ESOPs. 28

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44 SECTION IV - ABOUT US INDUSTRY AND BUSINESS OVERVIEW You should read the following summary together with the risk factors and the more detailed information about us and our financial results included elsewhere in this Information Memorandum. The information presented in this section has been extracted from publicly available documents and industry publications. INDUSTRY OVERVIEW Insurance Once in a Generation Transformation Opportunity The insurance industry is large, fragmented, highly regulated and complex. In order to effectively manage their operations, insurance carriers require IT systems that integrate with other internal systems, control workflow, enable extensive configurability and provide visibility to every user. Insurance carriers are currently faced with a wide range of challenges. Increasing competition and rising customer expectations are pushing carriers to make their business more agile, improve their time to market for new products/features and respond quickly to market changes. Many insurance carriers are experiencing increased operational risk and financial loss due to the inadequacy of their existing legacy core systems. The inherent functional and technical limitations of these systems have impeded carriers ability to grow profitability and adapt to the evolving expectations of consumer, commercial and government insurance customers. The insurance industry is facing the demands and risks related to, among other things, the following: outdated IT infrastructure and increasing scarcity of experienced workforce increased risk due to continued reliance on inefficient processes losses related to fraud and error in the claims process competitive pressure on underwriting margins changes in customer expectations Insurance Industry - IT & Outsourcing Trends Insurers of all sizes are looking to better align IT investments with business objectives to address current challenges as well as capitalize on growth opportunities. In the North American insurance industry, the lines of businesses that spend the most on IT are life and Property & Casualty/General Insurance (P&C). P&C insurers account for nearly half of total North American IT spending and are also the biggest buyers of insurance industry outsourcing. On average insurers spend between 3 to 4 percent of their direct written premiums on IT. A major growth impediment for the entire insurance industry is legacy systems. Many carriers are still running on systems that are 15 to 25 years old that cannot keep up with current evolving business demands. In the last few years, the insurance industry has experienced a new wave of modernizing or replacing policy administration, billing, and claims systems and insurers view this core replacement as an opportunity to position their carrier for the future. The insurance industry is also looking to leverage data and analytics to grow bottom line profits. Insurers are investing in internal data and systems capabilities to yield information advantage, improve decision-making capabilities, and streamline business processes such as underwriting, claims, risk management and compliance. In addition, in an effort to become more customer centric, insurers need to build an agile IT framework that leverages technologies such as mobile, analytics, and cloud computing. Many insurers have aggressive plans to develop mobile tools for agents and intermediaries that can lead to product innovation, faster time to market, enhancing distribution channels and improving sales and marketing tactics. Many CIOs are requiring an integrated service delivery model that combines technology solutions, operational excellence, and analytics-led insights. 43

45 BUSINESS OVERVIEW Majesco offers an integrated portfolio of IT products and services, comprised of proprietary software solutions, IT consulting, application development, systems integration, application management outsourcing, testing, data warehousing and business intelligence, CRM services and legacy modernization. In addition to India, the Company s international presence includes operations and/or subsidiaries in United States, Canada, United Kingdom, Malaysia and Thailand. Majesco offers core software solutions for Property & Casualty/General Insurance ( P&C ), and Life, Annuities & Pensions ( L&A ) providers, to manage policy administration, claims management and billing functions. In addition, the Company offers a variety of other technology-based solutions that enable organizations to automate business processes and comply with policies and regulations across their organizations. Its solutions enable its customers to respond to evolving market needs and regulatory changes, while improving the efficiency of their core operations, thereby increasing revenues and reducing costs. Strong customer relationships are a key component of Majesco s success, given the long-term nature of its contracts and the importance of customer references for new sales. Its customers range from some of the largest global insurance carriers in the industry to startups, specialty, mutual companies and regional carriers. Comprehensive Portfolio of Offerings Consulting Services IT Strategy Digital Strategy Transformational Services Digital Assets Portals Social Media Mobile Apps Core Insurance Systems Life and Annuity Individual Life, Group Life,Annuity Property and Casualty Personal Line, Commercial Line, Workers Compensation Rating Policy Billing Claims Re-Insurance Distribution Content Services Bureau Content Services Data Services Reporting Warehouse Analytics Business Intelligence Area of impact from acquisition of Agile Technologies insurance business Majesco s offering is comprised primarily of: Area of impact from Cover-All merger software solutions for the insurance industry global services including project delivery and implementation of its solutions Majesco primarily generates revenues from the licensing of proprietary software and related implementation, support and services fees pursuant to contracts with customers. The license agreements could have either fixed-year terms (which maybe renewable) or perpetual terms. Support services are provided to the customers pursuant to multi-year support agreements, and these agreements are typically renewable on an annual basis. The Company bills its customers for license fees in accordance with the terms of the license agreement: typically some amount payable upon the signing of the agreement and the balance upon achievement of milestones over the course of a defined period of time. Support fees are payable in advance by the customer on an annualized, quarterly or monthly basis. The Company primarily derives its service revenues from implementation and training services performed for its 44

46 customers under the terms of a service contract on a time and materials or fixed-price basis. Software Solutions Life, Annuity Pension and Retirement Majesco delivers proven solutions and IT services in core insurance areas including policy administration, product modeling, new business processing, billing, claims, producer lifecycle management and incentive compensation. Its life and annuity products and services include: Products: Elixir North America Policy Administration System Elixir Distribution Management New Business & Underwriting Implementation Services STG Policy Administration Services: Enterprise Application Services Business Intelligence & Data Warehousing Testing Enterprise Mobility Portals Property and Casualty/General Insurance Majesco is a global provider of P&C software products and services. It develops products that are generally in line with latest technology trends, highly configurable, and customizable. Its P&C and general insurance products and services include: Products: STG Policy Administration STG Billing STG Product Modeler STG Claims Distribution Management Implementation Services Services: Enterprise Application Services Business Intelligence & Data Warehousing Testing Enterprise Mobility Portals Global Services Majesco offers project delivery and implementation services for its software solutions portfolio. It also offers its customers support and maintenance for the software. The Company s maintenance plan covers bug fixes and new releases. Revenue Breakup for the 12 months period ended March 31, 2015 Revenues by Line of Business Misc. 6% Life & Annuity 18% Revenues by Nature of Business P&C 76% 45

47 Revenues by Geography UK 8% APAC 8% Recurring vs. Non-Recurring North America 84% Majesco Key Focus Areas: P&C mid-market segment which has grown at a CAGR of 23% in the last 2 years Offerings for all size of customers and all lines of business Cross-selling opportunity - over 150+ clients 1 Growth in Life & Annuity and Insurance services Strong growth opportunities in Data, Cloud and Content Services Leverage Consulting services with strong pull-through IT Services revenues International consolidation and expansion opportunities 1 Including clients of Cover-All Key Growth Drivers: 46

48 Strategy: Majesco intends to extend its leadership as a provider of core system software to the global insurance industry. The key elements of the Company s strategy include: Innovation and technology leadership: Enhance the functionality of its industry-leading software for insurance carriers through continued focus on product innovation and investment in research and development. Strategic acquisitions: Continue to identify and acquire companies with synergistic assets and capabilities. The Company will focus on improving revenue growth and profitability through integration synergies. Expand customer base: Aggressively pursue new customers by specifically targeting key accounts, expanding sales and marketing organization, leveraging current customers as references and extending geographic reach. Majesco intends to target new customers with its complete product/ solutions offering or specific applications, based on customers needs. Upsell to existing customer base: Build upon its established customer relationships and track record of successful implementations to sell additional products to the existing customer base. Deepen and expand strategic relationships with system integration partners: Majesco will continue to collaborate with, and seek to increase the value that its solutions generate for its strategic partners. Majesco believes that these efforts will encourage its partners to drive awareness and adoption of its software solutions throughout the insurance industry. Increase market awareness: Use key partnerships, customer references and marketing efforts to strengthen the Majesco brand and reputation, enhance market awareness of its products and solutions to the insurance industry. Intellectual Property Majesco relies on a combination of contractual provisions and intellectual property law to protect its proprietary technology. The Company believes that due to the dynamic nature of the computer and software industries, copyright protection is less significant than factors such as the knowledge and experience of its management and personnel, the frequency of product enhancements and the timeliness and quality of its support services. Majesco seeks to protect the source code of its products as trade secret information and as an unpublished copyright work, although it generally agrees to place the source code into escrow in connection with entering into new customer agreements. Majesco also relies on security and copy protection features in its proprietary software. Majesco distributes its products under software license agreements which grant customers a personal, nontransferable license to use its products and contain terms and conditions prohibiting the unauthorized reproduction or transfer of its products. As of today, Majesco does not hold any patents. Competition The market to provide software solutions to the insurance industry is highly competitive and fragmented. This market is subject to changing technology, shifting customer needs and introductions of new products and services. Majesco s competitors vary in size and in the breadth and scope of the products and services offered. Majesco s current principal competitors include: Area of Product/Service Key Competitors Internally developed software Many large insurance companies have sufficient IT resources to maintain and augment their own proprietary internal systems, or consider developing new custom systems IT services firms Firms such as Accenture, CSC, Cognizant, CGI, Mphasis and Tata Consultancy Services Limited offer software and systems or develop custom, proprietary solutions for the insurance industry Insurance software vendors Vendors such as Accenture, Guidewire Software, Inc., FINEOS, 47

49 Area of Product/Service Key Competitors Innovation Group, ISCS, OneShield, Inc., StoneRiver, Inc., Sapiens International Corporation, Exigen, and TIA Technology A/S provide software solutions that are specifically designed to meet the needs of insurance carriers Horizontal software vendors Vendors such as Pegasystems Inc. and SAP AG offer software that can be customized to address the needs of insurance carriers Sales and Marketing Majesco markets its software and services primarily through a direct sales force. Strategic partnerships with consultants and systems integrators are important to its sales efforts because they influence buying decisions, help in identifying new sales opportunities, and complement its software and services with their domain expertise and professional services capabilities. To support its sales efforts, Majesco conducts a broad range of marketing programs, including client and industry targeted solution campaigns, trade shows, solution seminars and webinars, and press relations. Its consulting staff, business partners, and other third parties also conduct joint and separate marketing campaigns that generate sales leads. 48

50 Corporate Profile and Brief History HISTORY AND CERTAIN CORPORATE MATTERS Our Company (Corporate Identification Number U72300MH2013PLC244874) was incorporated as a private limited company on June 27, 2013 as Minefields Computers Private Limited with its registered office at E/704 Mahavir Darshan, Charkop Sector No. 2, Near Charkop Police Station, Kandivli (West), Mumbai Pursuant to a resolution of our Board of Directors dated September 15, 2014, the registered office of the Company was shifted to MNDC, MBP-P-136, Mahape, Navi Mumbai The name of Minefield Computers Private Limited was changed to Minefield Computers Limited pursuant to conversion of the status of our Company to a public limited company and a fresh certificate of incorporation dated December 22, 2014, consequent to change of name, was issued by Ministry of Corporate Affairs. Subsequently the name of the Company was changed to its current name as Majesco Limited on June 12, The objects for which our Company has been established are set out in the Memorandum of Association. The main object is set out hereunder: To carry on the business manufacturers, distributors, importers, exporters, assemblers, installations, maintainers, repairers of and dealer in computers and computers peripherals and storage media being tape, drives, printers, video terminals, consoles, floppy disk drives hard disk drives, on line data entry systems, modems, acoustic, couplers, computer and tele-communication data network equipment and punches, voice recognition / input/ output peripherals, microprocessors chips, mother board, circuit cards and printed circuit boards, floppy diskettes, hard disks, magnetic tapes, cards, continuous stationery paper, tape, cathode ray tubes, computers and peripherals cabinets and any other computer memory or peripherals equipment or storage media currently in use or to be invented / developed / utilized at any time in the future and also to purchase, develop, sell, export or otherwise deal in goods, products, articles or things and computer software and hardware including electronic equipment, programmes, systems, data and other facilities relating to computer operations and data processing equipment. Majesco has been operating in the insurance industry for more than twenty years and has successfully partnered with global insurance companies enabling them to generate growth and increase profitability. Majesco offers an integrated portfolio of IT products and services, comprised of proprietary software solutions, IT consulting, application development, systems integration, application management outsourcing, testing, data warehousing and business intelligence, CRM services and legacy modernization. Over the past several years, Majesco has: Developed an end-to-end enterprise platform for the insurance sector Elixir Employed a large number of insurance domain consultants with industry certifications such as LOMA designations and CPCU Implemented 100 successful insurance engagements worldwide Developed a Dedicated Centre of Excellence for Insurance Cultivated and maintained a premium client base including 9 of the top 25 global life and annuity companies Invested over US$ 100 million in acquisitions and R&D over last seven years Majesco has robust business credentials: Over US$ 105 million in revenue 1 ; More than 1,800 insurance professionals Global footprint with presence in six countries US, Canada, UK, Malaysia, Thailand and India More than 20% CAGR in the mid-market segment in the last two years Added 17 new customers during the year ended March 31, Including Revenue of Cover-All Technologies, Inc. 49

51 Majesco has developed insurance business through five acquisitions: Announced Target Company Target Company Description Deal Value (US$ mn) Dec-2014 Dec-2014 Dec-2010 Mar-2008 Jul-2007 Cover-All Technologies, Inc. Agile Technologies, Inc. SEG Software, LLC Systems Task Group International Ltd Vector Insurance Services US-based company engaged in the provision of solutions to the property and casualty insurance industry US-based company engaged in providing IT consulting services to the insurance industry US based company that develops policy administration software for individual and group life, health and annuity insurance products US based company providing enterprise wide solutions to the US P&C insurance industry. US based technology solutions provider and third party administrator that focuses on the North American life and annuity insurance industry 33 9 * Not disclosed 29 * 9 * * Maximum purchase consideration payable, including earn-outs Rapid Growth in Customer Acquisition Customers Customers Customers Customers 3 Customers 1 Including customers of Cover-All Technologies, Inc 50

52 Execution Infrastructure Key Office Locations (1) Majesco Ltd (2) Majesco Software & Solutions India Pvt Ltd MNDC, MBP-P-136, 136A, Mahape, Navi Mumbai Majesco Software & Solutions India Pvt Ltd Marisoft-III, E-Building East Wing, Kalyaninagar, Pune Majesco 105 Fieldcrest Avenue, Suite # 208, Edison, New Jersey-08837, USA Majesco 400 Perimeter Center Terrace, Atlanta, GA 30346, USA Majesco One Easton Oval, Suite 338, Columbus, OH 43219, USA Majesco 685 Route 202/206, Bridgewater, NJ 08807, USA Majesco 178 Oakwood Driver, Glastonbury, CT 06033, USA Majesco Software & Solutions Inc. 5 Penn Plaza, 33 rd Street & 8 th Avenue, 14 th Floor, New York Majesco Canada Ltd 40 Eglinton Avenue East, Suite 203, Toronto, ON, M4P 3A2 Majesco UK Ltd Penant House, 2 Napier Court, Reading RG1 8BW, UK Majesco Sdn Bhd L3-I-7, Enterprise 4, Technology Park Malaysia (TPM), Leburahya Puchong-Sg. Besi, Bukit Jalil, Kuala Lumpur, Malaysia Majesco Thailand Co. Ltd Suite 4139, Level 41, Silom Road, United Centre Building, Bangrak, Bangkok-10500, Thailand Capacity 1, Subsidiaries Majesco US is the only direct subsidiary of Majesco. However, Majesco has step down subsidiaries which are as below: 1. Majesco Software and Solutions Inc ( MSS-US ) 2. Majesco Canada Limited ( M Canada ) 3. Majesco Sdn. Bhd ( M Malaysia ) 4. Majesco (Thailand) Co. Ltd ( M Thailand ) 5. Majesco UK Limited ( Majesco UK ) 6. Majesco Software and Solution India Private Limited ( MSSIPL ) 51

53 The corporate structure of Majesco is as below: Majesco US Majesco US is a California corporation incorporated in April 1992 under the name Mastek Software, Inc. In 1995, this name was changed to Majesco Software, Inc., which was changed to MajescoMastek in 2006 and to Majesco in October Majesco s principal offices are located at 5 Penn Plaza, 33rd Street & 8th Avenue, 14th Floor, New York, NY 10001, and its telephone number is (646) Merger with Cover-All Technologies, Inc. Majesco, USA signed an "Agreement and Plan of Merger" dated December 14, 2014 with Cover-All, an insurance software company listed on the NYSE, pursuant to which Cover-All merged into the Majesco, USA, with effect from June 26, In a 100% stock-for-stock transaction, Cover-All's stockholders and the holders of its options and restricted stock units, upon the closing of the merger, received in aggregate 16.5% of the outstanding shares of common stock of the combined company, on a fully diluted basis. Majesco US was listed on the NYSE on June 29, The global insurance industry is in midst of a once-in-a-generation technology transformation and Majesco US has been a leading provider of the enabling software and IT services. The merger with Cover-All broadens our capability and reach in servicing current and future customers. The combined company has: Over 150 insurance customers in all tiers worldwide served by a global delivery team Innovative and proven core software suite serving all tiers in each of the operating markets: the Americas, Europe and Asia-Pacific Customer-centric collaborative culture focusing on customer value enhancements through innovative technologies and dedicated customer-oriented services Modern, mature and integrated insurance core software solution suite covering all tiers and all lines of business of Property and Casualty including personal, commercial, specialty and workers compensation Life Insurance, Annuity, and Group Benefits product offerings Consulting practice covering broad needs of insurers Comprehensive bureau content services offering with extensive knowledge of ISO and NCCI Business Intelligence and data analytics solution with customer-focused consulting and services practice Robust cloud solution for core insurance systems already deployed to over 30 customers 52

54 Acquisition of Agile Technologies, LLC On January 1, 2015, Majesco consummated the acquisition of substantially all of the assets related to the insurance consulting business of Agile Technologies, LLC ( Agile ), a business and technology management consulting firm. The maximum purchase consideration payable for the acquisition including contingent consideration is US$ 9.20 million, which is payable as follows: (i) (ii) (iii) (iv) (v) US$ 1.00 million has been paid on signing the agreement; US$ 2.00 million has been paid on January 2, 2015 upon closure of the agreement; Minimum earn-out of US$ 1.61 million over a 3 year period payable on an annual basis; US$ 0.39 million payable to employees of Agile over a 3 year period, on an annual basis, on those employees being employed by Majesco US or its affiliate as of the date of payment Maximum contingent consideration of US$ 4.20 million payable as Earn-outs over a 3 year period, on an annual basis based on the Agile division meeting certain Revenue, EBITDA and New Business target norms. Shareholding Pattern Shareholder Shareholding Pattern (Issued and outstanding) Majesco Limited 70.1% Mastek UK Limited 13.9% Others 16.0% Board of Directors: 1. Dr. Arun Maheshwari 2. Ketan Mehta 3. Atul Kanagat 4. Sudhakar Ram 5. Steven R. Isaacs Financial Performance - Majesco US (Standalone, as per IGAAP) Income Statement Rs; in lakhs, except for share and per share data FY ended FY ended March 31, 2015 March 31, 2014 Revenues 7, , (Loss) / Income before income tax (2,600.04) Net (loss) / income (2,543.46) Net income per share basic (1.39) 0.03 Net income per share diluted (1.39) 0.03 Rs; in lakhs Balance Sheet As of March 31, 2015 As of March 31, 2014 Cash and cash equivalents Working capital (219.52) 2, Total assets 26, , Short-term debt 2, Long-term debt 1, Other non-current liabilities 1, Stockholders equity 17, ,

55 Majesco Software and Solutions Inc ( MSS-US ) Majesco Software and Solutions Inc. was set up in June It is based in New York, United States of America. It is a provider of technology solutions for Property & Casualty Insurers primarily in North American markets. The company offers an integrated portfolio of software and services to the insurance industry, including: Core insurance software, Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence and Legacy Modernization. Shareholding Pattern Shareholder Shareholding Pattern Majesco US 100% Board of Directors 1. Ketan Mehta 2. Arun Maheshwari 3. Nimish Sankalia Financial Performance - MSS-US (Standalone, as per IGAAP) Rs; in lakhs, except for share and per share data Income Statement FY ended March 31, 2015 FY ended March 31, 2014 Revenues 30, , (Loss) / Income before income tax (163.02) 1, Net (loss) / income (8.15) Net income per share basic (0.03) 3.63 Net income per share diluted (0.03) 3.63 Rs in lakhs Balance Sheet As of March 31, 2015 As of March 31, 2014 Cash and cash equivalents , Working capital 2, , Total assets 9, , Short-term debt - - Long-term debt - - Other non current liabilities Stockholders equity 3, , Majesco Canada Limited ( M Canada ) Majesco Canada Limited was set up in February It is based in Toronto, Canada. It is a provider of technology solutions for Life & Annuity and Property & Casualty Insurers and Financial Services. The company offers an integrated portfolio of software and services to the insurance industry, including: Core insurance software, Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence and Legacy Modernization. Shareholding Pattern Shareholder Shareholding Pattern Majesco US 100% 54

56 Board of Directors 1. Ketan Mehta 2. Nimish Sankalia 3. Jonathan Weiz Financial Performance M Canada (As per IGAAP) Income Statement FY ended March 31, 2015 Rs; in lakhs, except for share and per share data FY ended March 31, 2014 FY ended March 31, 2013 (Nine months) Revenues 2, , , (Loss) / Income before income tax (399.06) (265.77) Net (loss) / income (399.06) (265.77) Net income per share basic (11.40) 0.45 (7.59) Net income per share diluted (11.40) 0.45 (7.59) Rs; in lakhs Balance Sheet As of March 31, 2015 As of March 31, 2014 As of March 31, 2013 Cash and cash equivalents Working capital Total assets 1, , Short-term debt Long-term debt Other non current liabilities Stockholders equity Majesco Sdn. Bhd ( M Malaysia ) Majesco Sdn Bhd was set up in April It is based in Kuala Lumpur, Malaysia. It is a provider of technology solutions for Life & Annuity Insurers and Financial Services. The company offers an integrated portfolio of software and services to the insurance industry, including: Core insurance software, Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence and Legacy Modernization. Shareholding Pattern Shareholder Shareholding Pattern Majesco US 100% Board of Directors 1. Ketan Mehta 2. Vidyesh Khanolkar 3. Aminuddin Bin Bushra 4. Mohd Tajulazahar Bin Mond Zaharan 55

57 Financial Performance - M Malaysia (As per Malaysian GAAP) Income Statement FY ended March 31, 2015 RM; in thousands, except for share and per share data FY ended March 31, 2014 FY ended March 31, 2013 (Nine months) Revenues 17,977 11,311 8,837 Income before income tax Net income Net income per share basic Net income per share diluted RM; in thousands Balance Sheet As of March 31, 2015 As of March 31, 2014 As of March 31, 2013 Cash and cash equivalents 2,500 2,867 1,047 Working capital 11,457 11,204 11,011 Total assets 12,973 12,086 12,046 Short-term debt Long-term debt Other non-current liabilities Stockholders equity 12,158 11,905 11,716 Majesco (Thailand) Co. Ltd ( M Thailand ) Majesco (Thailand) Co. Ltd. was set up in February It is based in Bangkok, Thailand. It is a provider of technology solutions for Life & Annuity Insurers and Financial Services. The company offers an integrated portfolio of software and services to the insurance industry, including: Core insurance software, Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence and Legacy Modernization. Shareholding Pattern Shareholder Shareholding Pattern M Malaysia 100% Board of Directors 1. Pratap Rangnekar Financial Performance M Thailand Income Statement FY ended March 31, 2015 RM; in thousands, except for share and per share data FY ended March 31, 2014 FY ended March 31, 2013 (Nine months) Revenues 1,660 2,846 2,452 (Loss) / Income before income tax (2,698) Net (Loss) / income (2,697) Net (Loss)/income per share basic (3.85) Net (Loss)/ income per share diluted (3.85)

58 RM, in thousands Balance Sheet As of March 31, 2015 As of March 31, 2014 As of March 31, 2013 Cash and cash equivalents Working capital (2,632) Total assets (2,617) 1,509 1,072 Total Debt Stockholders equity (3,334) (457) (355) Majesco UK Limited ( MSS UK ) Majesco UK Ltd was set up in October It is based in Reading, UK. It is a provider of technology solutions for Life & Annuity Insurers and Financial Services. The company offers an integrated portfolio of software and services to the insurance industry, including: Core insurance software, Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence and Legacy Modernization. Shareholding Pattern Shareholder Shareholding Pattern MSS-US 100% Board of Directors 1. R. Venkataraman 2. Ketan Mehta 3. Vidyesh Khanolkar Financial Performance Majesco UK-AS PER UK GAAP Income Statement GBP, in thousands, except for share and per share data Period Oct 23, 2014 to March 31, 2015 Revenues 1,397 (Loss) / Income before income tax 56 Net (loss) / income 44 Net income per share basic 0.04 Net income per share diluted 0.04 GBP, in thousands Balance Sheet As of March 31, 2015 Cash and cash equivalents 1,815 Working capital 1,294 Total assets 2,643 Total Debt - Stockholders equity 1,294 57

59 Majesco Software and Solution India Private Limited ( MSSIPL ) Majesco Software & Solutions India Pvt Ltd. was set up in October It is based in Mumbai, India. It is a provider of technology solutions for Property & Casualty and Life & Annuity Insurers and Financial Services. The company offers an integrated portfolio of software and services to the insurance industry, including: Core insurance software, Consulting, Application Development, Systems Integration, Application Management Outsourcing, Testing, Data Warehousing and Business Intelligence and Legacy Modernization. Shareholding Pattern Shareholder Shareholding Pattern MSS-US 100% Board of Directors 1. Farid Kazani 2. Venkatesh Chakravarty 3. Radhakrishnan Sundar 4. Ketan Mehta 5. Arun Maheshwari 6. Madhu Dubhashi Financial Performance Income Statement Rs. in lakhs FY ended March 31, 2015 Revenues (Loss) / Income before income tax Net (loss) / income Net income per share basic 1.6 Net income per share diluted 1.52 Rs. in lakhs Balance Sheet As of March 31, 2015 Cash and cash equivalents Total assets Current liabilities Long-term debt Other non-current liabilities

60 SCHEME OF ARRANGEMENT The significant reasons, benefits and rationale that necessitated or justified the Scheme of Arrangement are summarized as under: Mastek had two different business verticals - the Insurance Products and Services Business which is product-led and largely US centric; and, the Vertical Solutions Business that leverages Mastek s unique capability to deliver large and complex programs, and which predominantly caters to the UK market. The Insurance Products and Services Business offers tremendous growth potential, which requires substantial investments in terms of product research and developments, brand building and sales. It is largely Intellectual Property centric and domain intensive. It is a high gross margin business, with excellent growth opportunities - the insurance industry is currently in the midst of a once in a generation modernization cycle and therefore large majority of insurance carriers are looking at transformation of their core systems over next 5 years. The competitive landscape in this sector is very fragmented, as very few companies offer end to end solutions at competitive prices. In the US, this business is well positioned to gain a large share in this growing market. However, while this business will need significant investments, especially in Research and Development, in order to develop high end, industry leading products over the next few years and tap both organic and inorganic opportunities, the business structure of Mastek limited the ability of the Insurance Products and Services Business to fund its organic and inorganic growth independently. This became a key challenge for the growth of this vertical. The Verticals Solutions Business, on the other hand, is more profitable and offers a steady growth potential. This business has been the mainstay of Mastek s business over time and Mastek enjoys a good reputation in the market especially in delivering complex and unique green-field programs within UK and with the Indian government. This business is a more profitable business with good gross margins combined with lower sales costs. It also requires lesser investment as compared to the Insurance Products and Services Business to drive its growth. Digitization across verticals and changing customer preferences leading to higher spend on information technology provides excellent growth opportunities for this business. Both business verticals are thus significantly different in terms of their business models, growth opportunities, investment requirements and staff profile. On one hand, the Insurance Products and Services Business offers tremendous growth potential, but also has large investment requirements in terms of Research and Development, brand building and sales. On the other hand, the Vertical Solutions Business offers steady growth, is profitable, but has lesser investment requirements. Operating these business verticals under one umbrella of Mastek had made it difficult for each of the businesses to perform to full potential. Further, the differing risk-reward profile of the two businesses had led to overall performance of Mastek being sub-optimal. The diverse trajectory of the Insurance Products and Services Business and the Vertical Solutions Business also lead to disparate risk-reward profile for the stakeholders. It was thus felt, after intense deliberations that in order to mitigate the above challenges, the business of Mastek should be restructured with an aim to create long term shareholder value. Hence, it was decided that the Insurance Products and Services Business should be demerged into an independent company named Majesco Limited, whose shares would also be listed on the Stock Exchange as defined hereto after the demerger with mirror shareholding as Mastek. Upon such demerger, Mastek would continue to carry on the Vertical Solutions Business and Majesco Limited would constitute the Insurance Products and Services Business would have their own independent management teams and Board of Directors, who can independently chart out their strategies to maximize value creation for their respective stakeholders. Additionally, the Offshore Insurance Operations would be transferred from Majesco Limited to a step down subsidiary, Majesco Software and Solutions India Pvt. Ltd., a company which is proposed to be incorporated as a subsidiary of Majesco Insurance Software and Solutions Inc (USA). The key objectives for this restructuring, which is primarily focused towards maximizing shareholder value, are: It will give shareholders the opportunity to participate in the business of their choice, based on their riskreward profile; It will facilitate each business to independently pursue their growth plans through organic / inorganic means; 59

61 It will enhance management focus and operational flexibility; and It will create a platform to enhance financial flexibility to pursue next stage of growth. Salient Features of the Scheme: Scheme of Arrangement ( Scheme ) involving demerger of Insurance Products and Service business of Mastek Limited ( Mastek ) into Majesco Limited ( Majesco ), followed by slump sale of Offshore Insurance Operations by Majesco to Majesco Software and Solutions India Private Limited ( MSSIPL ) Insurance Products and Services Business means the entire undertaking of Mastek pertaining to its Insurance Products and Services Business and includes all assets (whether moveable or immoveable) and liabilities pertaining to the Insurance Products and Services Business including but not limited to the India Insurance Business and the Offshore Insurance Operations Offshore Insurance Operations means the global delivery center which is part of the Insurance Products and Services Business and includes all assets (whether moveable or immoveable) and liabilities pertaining to the Offshore Insurance Operations Pursuant to the Scheme, an independent Insurance business company was created by way of demerger of the Insurance business of Mastek to Majesco and is envisaged to be listed on the Stock Exchanges Majesco will constitute the Insurance Products and Service business of Mastek and Mastek will continue to carry on the Solutions business. Majesco will transfer the offshore insurance operations business to MSSIPL which will be a wholly owned subsidiary of Majesco Software & Solutions Inc, USA (MSS-US). Majesco would achieve listing and all the existing shareholders of Mastek would be allotted shares in Majesco in the same proportion (share entitlement ratio being 1:1) in which they hold shares in existing Mastek. Post implementation, Mastek and Majesco will be listed on BSE and NSE with mirror shareholding. The appointed date and the effective date for the demerger of the Insurance Products and Services Business of the Demerged Company into the Resulting Company is April 1, 2014 and June 1, 2015 respectively. The appointed date for slump sale of Offshore Insurance Operations is November 1, The effective date of the Scheme is June 1,

62 Board of Directors MANAGEMENT As per our Article of Association, the company is required to have not less than three and not more than 15 Directors. Presently, our Company has 6 Directors out of which 3 are Independent Directors. The provisions of the Companies Act and the Listing Agreement and norms of code of corporate governance applicable to listed companies in India govern the composition of the Board of Directors of our company. The following table sets forth details of the Board of Directors as of the date of filing of this Information Memorandum with the Stock Exchanges: Name DIN PAN Age Date of Appointment Term of appointment Farid Kazani AGEPK5639B September 14 3 years from 1 June 2015 Madhu Dubhashi Venkatesh Chakravarty Radhakrishnan Sundar ABMPD2659P April years from 30 April AAFPC1412K September years from 30 April AFEPR3398P 58 1 June years from 1 June 2015 Ketan Mehta ACFPM3533R April 2015 Liable to retire by rotation Dr Arun Maheshwari CNIPM6013Q April years from 30 April 2015 Designation Address Directorship in other companies Managing Director Independent Director Non-Executive Chairman & Independent Director Executive Director Non-Executive Director Independent Director 701 Milton Towers, 290 Linking Road, Next to Titan showroom, Khar (West), Mumbai B29, Gate No: 3, Abhimanshree Society, NCL Pashan Road, Pune Emerald Bldg, 903 Nirmal Lifestyle, LBS Marg, Mulund (West), Mumbai , Oddysey, 1 Hiranandani Garden, Powai, Mumbai Glenhurst Court, Plano, TX USA 737 Brandywine Drive, Moorestown, NJ (1) Majesco Software & Solutions India Pvt Ltd (1) SBI Fund Magmt Pvt Ltd (2) Tube Investments of India Ltd (3) Axis Finance Ltd (4) JM Financial Properties & Holdings Ltd (5) CR Retail Malls (India) Ltd (6) Majesco Software & Solutions India Pvt Ltd (1) Majesco Software & Solutions India Pvt Ltd (1) Majesco Software & Solutions India Pvt Ltd (1) Majesco, US (2) Majesco Software & Solutions Inc (3) Majesco Canada Ltd (4) Majesco Sdn Bhd, Malaysia (5) Majesco UK Ltd (1) Majesco US (2) Majesco Software & Solutions Inc. (3) Majesco Software & Solutions India Pvt Ltd None of our Directors hold current and/ or past directorship(s) for a period of five years in listed companies whose shares have been or were suspended from being traded on the BSE or the NSE or in listed companies who have been / were delisted from stock exchanges. Relationship between Directors None of the Directors are related to each other. 61

63 Brief Profile of Directors Name Farid Kazani Madhu Dubhashi Venkatesh Chakravarty Radhakrishnan Sundar Brief Profile Farid Kazani is Managing Director of Majesco. Mr Kazani has served as CFO and Treasurer of Majesco US since Mr. Kazani has served as Group CFO and Director of Finance of Mastek since Prior to joining Mastek, Mr. Kazani served as CFO - India and Global Financial Controller for Firstsource Solutions Ltd., an IT-enabled services and business process outsourcing firm, where, among other things, he played a central role in the company s initial public offering in Mr. Kazani s earlier experience also includes positions with a number of large businesses in India, including RPG Enterprises, BPL Mobile, Marico Industries Ltd. and National Organic Chemical Industries Ltd. Mr. Kazani has over 23 years of professional experience in the field of corporate finance. He earned a Bachelor s of Commerce from Mumbai University and holds qualifications as a Member of the Institute of Cost Accountants of India (Grad. CWA) and Chartered Accountant (ACA). Ms. Madhu Dubhashi is graduate (Economics Honours) from Miranda House, Delhi University ( ). She has also completed post-graduation in Business Administration from the Indian Institute of Management, Ahmedabad ( ). Ms. Dubhashi has over 4 decades of experience in the financial services industry, having worked with ICICI Bank, Standard Chartered Bank, JM Financial & Investment Consultancy Services Pvt Ltd, and Global Data Services of India Ltd (wholly-owned Subsidiary of CRISIL). Currently she is the Managing Partner at INNOVEN Business Consultancy. Mr. Chakravarty is an Associate Member of the Chartered Insurance Institute, UK (ACII, UK). He holds a Master s degree in Administrative Management from Bajaj Institute of Management Studies and a Bachelor of Arts Degree in Economics, Political Science & Sociology. Mr. Chakravarty has more than 28 years of experience in the Insurance Industry. His experience spans across Insurance, Management Consulting, & Reinsurance. He has worked in various capacities in the Insurance industry beginning with Life Insurance Corporation of India, Eagle Star International in the Middle East and for KPMG India where he was an Associate Director, Management Consulting, responsible for Insurance practice. He joined Swiss Re Life & Health in September, 1998 as a Business Development Manager in London responsible for Life & Health business in India & Sri Lanka. He worked in Swiss Re, London for nearly a year before assuming responsibility in Swiss Re, Mumbai office. He has been the Head of Life & Health Business and a Director on the Board of Swiss Re Services India Pvt. Ltd. for more than 10 years. He resigned as a Director from Swiss Re on March 4, 2013 and has moved on to pursue personal interests. Mr. Radhakrishnan Sundar completed his B.E. in Electronics from the Regional Engineering College, Trichy, after which he did his PGDM from the Indian Institute of Management, Ahmedabad in He worked for two years with HCL Ltd., after which he co-founded Mastek. Mr. Sundar has extensive experience in the software industry and actively participated in various strategic initiatives taken by Mastek Group. 62

64 Name Ketan Mehta Arun Maheshwari Brief Profile Ketan Mehta has served as President and CEO of Majesco US since 2000 and member of Majesco US s Board of Directors, since Mr. Mehta co-founded Mastek in 1982 and has served as a member of Mastek s board of directors since then, where, among other committee service, he is a member of the Nomination and Remuneration Committee. During his tenure of over 32 years with Mastek and its affiliates, Mr. Mehta has handled multiple functions including sales, delivery and general management. Mr. Mehta is the driving force behind the conceptualization and the execution of Majesco s insurance strategy, including acquisition and integration of four insurance technology companies over the last nine years. Prior to that, Mr. Mehta also spearheaded Mastek s joint venture with Deloitte Consulting. Ketan holds a PGDM from the Indian Institute of Management ( IIM ), Ahmedabad. Dr. Arun Maheshwari is the Chairman of Majesco US. He has also served as a director of Mastek since From 2005 until his retirement in 2009, Dr. Maheshwari served as founder and President of Fiserv Global Services Group ( FGS ), a subsidiary of Fiserv, Inc. ( Fiserv ), a Fortune 500 company providing information management systems and services to the financial and insurance industries. Prior to FGS, Dr. Maheshwari founded and led CSC India, a subsidiary of Computer Sciences Corporation, as Founder President and Managing Director from 1996 to From 1985 to 1996, Dr. Maheshwari was a senior information technology and finance executive with Continental Insurance (now CNA), following service with Reliance Insurance as a senior information technology executive from 1981 to Earlier, Dr. Maheshwari specialized in strategy and information technology consulting at McKinsey & Company in New York City from 1977 to He has previously served as a director of Fortegra Financial Corp., a NYSE-listed insurance product and services company, having stepped down in December He served as a director of Duck Creek Technologies (now Accenture), an insurance software firm, and has served as a director of Eagle Eye Analytics, a provider of predictive analytics software for the insurance industry. Dr. Maheshwari is active as a private investor, investing primarily in technology start-ups and real estate. Dr. Maheshwari holds a B.S. from Rajasthan University (Jaipur, India), a PGDM from IIM Calcutta, a M.S. in Computer Science from Stanford University, an M.B.A. from Columbia University and a Ph.D. from the Wharton School of Business at the University of Pennsylvania. Details of Equity Shares held by our Directors Except as stated below, there are no other Directors who hold Equity Shares in our Company as on date: S No. Name of director Number of shares 1 Venkatesh Chakravarty 20,175 2 Farid Kazani 74,958 3 Radhakrishnan Sundar 14,45,800 4 Arun Maheshwari 2,23,945 5 Ketan Mehta 25,19,100 Total 42,83,978 Borrowing Powers of the Board Our Articles, subject to the provisions of the Act, authorise our Board, at its discretion, to generally raise or borrow or secure the payment of any sum or sums of money for the purposes of our Company. Pursuant to board resolution 63

65 dated April 30, 2015, our Board has been authorised to borrow money from time to time at their discretion, which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company s bankers in the ordinary course of business) may exceed at any time, the aggregate of the paid up capital of the Company and its free reserves by sum not exceeding Rs. 100,00,00,000. Details of Service Contracts Service Contract with Managing Director An agreement for rendering services as Managing Director of the company has been entered into with Mr. Farid Kazani by our Company on 1 st June 2015 for a period of 3 years. The terms and conditions of the Agreement are as follows: i) Salary (Basic) per month Rs. 2,50,000 ii) Bonus Based on the performance as may be evaluated by the Board of Directors/ Nomination & Remuneration Committee, from time to time up to a maximum of 30% of the Annual Gross Salary. iii) Other Perquisites a) House rent allowance The Company will pay 50% (fifty percent) of the Monthly Basic Salary as Monthly House Rent Allowance (HRA) to Mr. Farid Kazani. b) Special allowance Special Allowance of Rs. 2,29,743/- (Rupees Two Lakhs Twenty Nine Thousand and Seven Hundred and Forty Three only) per month c) Ad-hoc allowance Ad-hoc Allowance of Rs. 1,97,025 (Rupees One Lakh Ninety Seven thousand and twenty five) per month d) Leave travel allowance Rs. 60,000/- (Rupees Sixty Thousand only) per annum e) Other allowances Lunch Coupons Rs. 2200/- (Rupees Two Thousand Two hundred only) per month Medical Allowance Rs. 1500/- (Rupees One Thousand Five hundred only) per month Conveyance Reimbursement Rs. 1600/- (Rupees One thousand Six hundred only) per month Children Education Allowance Rs. 200/- (Rupees Two hundred only) per month f) Company shall provide a Car as per Company Policy to Mr. Kazani g) Reimbursement of Club Fees up to maximum one club. h) Reimbursement of Expenses towards Telephone and broadband facility at his residence to be used for the business of the Company. i) Company s contribution towards provident fund as per rules of the Company, but not exceeding 12% of Monthly Basic Salary. j) The Company will pay an amount of 15% (fifteen percent) of the Monthly Basic Salary as Superannuation Contribution into Majesco Superannuation Scheme k) Gratuity: As per rules of the Company l) Medical benefits: As per rules of the Company m) Employee Stock Options: As may be decided by the Nomination & Remuneration Committee and the Board of Directors of the Company, from time to time Service Contract with Executive Director An agreement for rendering services as an executive Director of the company has been entered into with Mr. 64

66 Radhakrishnan Sundar by our Company for a period of 3 years. The terms and conditions of the Agreement are as follows: i) Salary (Basic) per month Rs. 2,00,000/- (Rupees Two Lakh only) per month, with an option of annual increment as may be decided by the Nomination and Remuneration Committee/ Board of Directors, from time to time. ii) Other Perquisites a) Car facility with driver to be used for the business of the Company. b) Free telephone facility at his residence to be used for the business of the Company. c) Company s contribution towards provident fund as per rules of the Company, and as per relevant statute. d) Gratuity: As per rules of the Company e) Perquisites: As may be permitted as per the policy of the Company or by the Board of Directors and/or the Compensation Committee of the Board of Directors. Except statutory benefits and as disclosed below, no officer of our Company, including our Directors and other management personnel, are entitled to any benefits upon termination of employment: Mr Farid Kazani is entitled to compensation in the event his employment agreement is terminated by the Company as under his employment agreement. None of our Directors have received compensation from us or our subsidiaries since incorporation. Corporate Governance The provisions with respect to corporate governance will be applicable upon listing of the shares on the stock exchanges. The company administers corporate governance through the Board and the Committees of the Board. In compliance with the requirement of Clause 49 of the Listing Agreement, the company has constituted the following Board Level Committees Audit Committee Composition: Sr no Name Designation in the Committee Nature of Directorship 1 Madhu Dubhashi Chairperson Independent 2 Venkatesh Chakravarty Member Independent 3 Radhakrishnan Sundar Member Executive Director Powers of the Committee 1. To investigate any activity within its terms of reference 2. To secure attendance of and seek information from any employee including representative of Prime Shareholders (subject to internal approvals) 3. To obtain outside legal or other professional advice, if necessary 4. To secure attendance of outsiders with relevant expertise, if it considers necessary 5. Compliance with the accounting standards Role / Functions of the Committee The Committee s responsibility is to monitor role of the independent auditors performing an independent audit of the Company's financial statements in accordance with the generally accepted auditing standards and for issuing a report thereon. The Committee is also responsible for overseeing the process related to the financial reporting and information dissemination. This is to ensure that the financial statements are correct, sufficient and credible. 65

67 Recommending to the Board, the appointment, re appointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees. Approval of payment to statutory auditors for any other services rendered. Reviewing with the management, the annual financial statements before submission to the Board for approval, with particular reference to: (i) Matters required to be included in the Directors Responsibility Statement and the Board s Report in terms of clause (2AA) of Section 217 of the Companies Act, (ii) Changes if any, in accounting policies and practices and reasons for the same (iii) Major accounting entries involving estimates based on the exercise of judgment by management (iv) Significant adjustments made in the financial statements arising out of audit findings (v) Compliance with listing and other legal requirements relating to financial statements (vi) Disclosure of any related party transactions (vii) Qualifications in the draft audit report Reviewing with the management, the quarterly financial statements before submission to the Board for approval Reviewing, with the management, performance of statutory and internal auditors and the adequacy of internal control systems Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit Discussion with internal auditors any significant findings and follow up there on. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. Discussion with statutory auditors before the commencement of audit, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors To review the functioning of the Whistle Blower mechanism Carrying out any other function as may be referred to by the Board or the Chairman of the Board from time to time Review of information (i) Management discussion and analysis of financial condition and results of operations; (ii) Statement of significant related party transactions, as defined by the Committee, submitted by the management; (iii) Management letters/letters of internal control weaknesses issued by the statutory auditors; (iv) Internal audit reports relating to internal control weaknesses; and (v) Appointment, removal and terms of remuneration of the Chief Internal Auditor To review and administer the Related Party Transactions Investor Grievances & Stakeholders Relationship Committee Composition: Sr no Name Designation in the Committee Nature of Directorship 1 Venkatesh Chakravarty Chairman Independent 2 Madhu Dubhashi Member Independent 3 Ketan Mehta Member Director Terms of reference: The Investor Grievances & Stakeholders Relationship Committee shall consist of non executive directors only and 66

68 shall act in accordance with the terms of reference specified by the Board of Directors of the Company which includes, inter alia, focusing on shareholders grievances and strengthening of investor relations. The Investor Grievances & Stakeholders Relationship Committee shall specifically looks into the redressal of shareholders complaints like transfer of shares, non receipt of balance sheet, non receipt of declared dividends etc. The purpose of constituting this committee is to uphold the basic rights of the shareholders including right to transfer and registration of shares, obtaining relevant information about the Company on a timely and regular basis, participating and voting in shareholders meetings, electing members of the board and sharing in the residual profits of the Company. Further the Investor Grievances & Stakeholders Relationship Committee is empowered to act on behalf of the Board of Directors, in the matters connected with allotment of shares, issuance of duplicate share certificates, split and consolidation of shares into marketable lots etc. Nomination, Remuneration and Compensation Committee Composition: Sr no Name Designation in the Committee Nature of Directorship 1 Arun Maheshwari Chairman Independent 2 Venkatesh Chakravarty Member Independent 3 Ketan Mehta Member Non executive Director Terms of reference: The Nomination, Remuneration and Compensation Committee shall consist of a majority of independent directors and act in accordance with the terms of reference specified by the Board of Directors of the Company which includes evaluation and finalizing, inter alia, comp compensation and benefits of executive directors and the procedures and modalities for giving effect to the employee stock option scheme which includes, inter alia determination of eligibility criteria, maximum number of options / shares offered to each employee and the aggregate number of options / shares offered during the period covered under the scheme, identification of classes of employees entitled to participate in the scheme, framing of a detailed pricing formula, mode or process of exercise of the option etc. Change in Board of Directors since incorporation Name of Director Date of Appointment Date of Cessation Reason Mandar Hatkar 27th June th September 2014 Resignation pursuant to acquisition of Minefields Computers Limited by Mastek Pratik Toprani 27th June th September 2014 Resignation pursuant to acquisition of Minefields Computers Limited by Mastek Farid Kazani 15th September 2014 NA Appointment Priti Rao 15th September th June 2015 Resignation Venkatesh Chakravarty 15th September 2014 NA Appointment Ketan Mehta 29th April 2015 NA Appointment Arun Maheshwari 29th April 2015 NA Appointment Radhakrishnan Sundar 1st June 2015 NA Appointment Madhu Dubhashi 29th April 2015 NA Appointment Remuneration of the Directors Since incorporation, our Company has not paid any remuneration and sitting fees to the present Board of Directors. 67

69 Key Managerial Personnel Management team/ Designation With Majesco/ Mastek since Designation Farid Kazani Managing Director 27 th May 2009 Kunal Karan Chief Financial Officer 12 th October 2009 Nishant Shirke Company Secretary 16 th January 2012 Brief Profiles of the Key Managerial Personnel For the profile of Mr. Farid Kazani, please see Management Brief Profiles of Directors. Mr Kunal Karan Mr. Kunal Karan has served as Chief Financial Officer of Majesco Ltd since 1st June He has served as Group Manager Finance of Mastek since Prior to joining Mastek, Mr. Kunal Karan has had extensive experience in the Accounting functions of Reliance Communications Ltd. and Tata Consultancy Services Ltd. Mr. Kunal Karan has over 19 years of professional experience in the field of Finance & Accounting. He is a Chartered Accountant from The Institute of Chartered Accountants of India and a Certified Public Accountant from The American Institute of Certified Public Accountants. Mr Nishant Shirke Mr. Nishant Shirke has served as Company Secretary & Compliance Officer of Majesco Ltd since 1st June He has served as Assistant Manager, secretarial & Legal of Mastek Ltd since January Prior to joining Mastek, he served in the Secretarial and legal Functions of ATV Projects Ltd and MW Unitexx Ltd. Mr. Nishant Shirke has 7 years of professional experience in the field of Legal & Secretarial. He is a Company secretary from The Institute of Company Secretaries of India and a Law Graduate from Mumbai University. Shareholding of KMPs Sr no Name No of shares held Percentage of holding 1 Farid Kazani 74, % 2 Kunal Karan 1, % 3 Nishant Shirke 2 - Confirmations There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which any of our Directors were appointed on the Board. Our Directors may be regarded as interested in the Equity Shares held by them or equity shares in our Subsidiaries. All of our Directors may also be deemed to be interested to the extent of any dividends payable to them and other distributions in respect of the Equity Shares. Further, our Directors have no interest in any property acquired within the preceding two years or proposed to be acquired by our Company. No loans have been availed by our Directors or the Key Management Personnel from our Company. Other than as disclosed, our Directors have no interest in our Company. 68

70 SENIOR EXECUTIVE TEAM The following is the senior executive team in Majesco US: Name/ Designation Ketan Mehta President & Chief Executive Officer Farid Kazani Chief Financial Officer & Treasurer Edward Ossie Chief Operating Officer Brief Profile Ketan Mehta has served as President and CEO of Majesco US since 2000 and member of Majesco US s Board of Directors, since Mr. Mehta co-founded Mastek in 1982 and has served as a member of Mastek s board of directors since then, where, among other committee service, he is a member of the Nomination and Remuneration Committee. During his tenure of over 32 years with Mastek and its affiliates, Mr. Mehta has handled multiple functions including sales, delivery and general management. Mr. Mehta is the driving force behind the conceptualization and the execution of Majesco s insurance strategy, including acquisition and integration of four insurance technology companies over the last nine years. Prior to that, Mr. Mehta also spearheaded Mastek s joint venture with Deloitte Consulting. Ketan holds a PGDM (MBA degree-equivalent) from the Indian Institute of Management ( IIM ), Ahmedabad. Farid Kazani has served as CFO and Treasurer of Majesco US since Mr. Kazani has served as Group CFO and Director of Finance of Mastek since Prior to joining Mastek, Mr. Kazani served as CFO India and Global Financial Controller for Firstsource Solutions Ltd., an IT-enabled services and business process outsourcing firm, where, among other things, he played a central role in the company s initial public offering in Mr. Kazani s earlier experience also includes positions with a number of large businesses in India, including RPG Enterprises, BPL Mobile, Marico Industries Ltd. and National Organic Chemical Industries Ltd. Mr. Kazani has over 23 years of professional experience in the field of corporate finance. He earned a Bachelor s of Commerce from Mumbai University and holds qualifications as a Member of the Institute of Cost Accountants of India (Grad. CWA) and Chartered Accountant (ACA). Edward Ossie has served as Chief Operating Officer ( COO ) of Majesco US since January 2015, responsible for driving the company s growth, strategy, operational initiatives, marketing, partnerships and corporate development. Prior to joining Majesco US, Mr. Ossie was Vice President and Director at Corum Group, a Seattle, WA-based global mergers and acquisitions advisory firm focused on the technology sector, from 2011 to In this role, he advised a number of high-growth technology businesses on how they might shape and scale their operations to achieve growth, relevance and profitability. From 2011 to 2014, Mr. Ossie also served on the Majesco North America Advisory Board, as well as on the board of directors of Majesco Software & Solutions from 2013 to January From , Mr. Ossie served in a variety of roles at London Stock Exchange-listed insurance software and business process services firm Innovation Group plc ( Innovation Group ), including Group President and COO, Technology Division, and also served as a member of the board of directors of Innovation Group from 2001 to From 1996 to 2001, Mr. Ossie was as CEO of MTW Corporation ( MTW ), also an insurance software and business process services company, and along with his investment partner, the Halifax Capital Group, led the sale of MTW to Innovation Group. Earlier in his career, Mr. Ossie spent 19 years at Texas Instruments, during the last four of which, he was Division Manager and Vice President for the Software Group, which grew from the scale of a start-up to 1,300 employees within the course of five years. Mr. Ossie has been Chairman of CertTech LLC from 2011 to present, and has served as a director of Social Security Solutions Inc. from 2011 to present and of 69

71 Name/ Designation Manish Shah Executive Vice- President Chad Hersh Executive Vice- President William Freitag Executive Vice- President Brief Profile NFI Studio from Mr. Ossie graduated with a Bachelor s of Science degree from Missouri State University and has attended select Executive Programs at the Stanford University Graduate School of Business, such as the Executive Program for Growing Companies and the Directors Consortium. Manish D. Shah serves as Executive Vice President of Majesco US. He had earlier served as director and President of Cover-All since November 2008 and as Chief Executive Officer since July Mr. Shah served as Cover-All s Chief Technology Officer from 2004 until his promotion to the position of Chief Executive Officer. He also served as Cover-All s Executive Vice President from 2008 until his promotion to the position of President. Mr. Shah served as Cover-All s Director of Technology from 2002 through 2004 and served as a technology consultant to Cover-All from 2000 through Prior to joining Cover-All, Mr. Shah held several technology management positions at various companies such as Andersen Consulting, P&O Nedlloyd and Tata Consultancy Services in different industries for over 10 years. Mr. Shah graduated with honors from the Columbia University Executive MBA Program. Chad Hersh has served as an Executive Vice President of Majesco US since November In this role, Mr. Hersh leads Majesco s L&A solutions business. Prior to joining Majesco US, Mr. Hersh was a Senior Vice President in the insurance practice of The Nolan Company, a management consulting firm, from August 2014 through November 2014, and was a Managing Director at Novarica Inc. ( Novarica ) from 2008 to August At Novarica, Mr. Hersh was the primary researcher and author of market-leading reports on insurance core systems. Mr. Hersh has led many vendor selection projects for U.S. and international insurers during his work at Novarica and elsewhere. Previously, Mr. Hersh was employed by analyst firm Celent (a part of the Oliver Wyman Group) from 2003 to 2008, and served at American General Life Insurance Company and affiliates, including AIG s domestic life insurance divisions, from 2000 to 2002 in positions of increasing responsibility, culminating as e-business Director. Mr. Hersh began his career in IT and management consulting roles, including at Ernst & Young Consulting (now Capgemini) and Computer Sciences Corporation. He is a frequent speaker at industry conferences, including events by Insurance Accounting and Systems Association (IASA), Association for Cooperative Operations Research and Development (ACORD), Property Casualty Insurers Association of America (PCI) and LOMA. Mr. Hersh holds both a BA in Economics and an MS in Accounting with a Management Information Systems concentration from Rice University. William (Bill) Freitag has served as Executive Vice President at Majesco US since January In this role, he leads the consulting business at Majesco. Prior to joining Majesco US, Mr. Freitag was CEO and managing partner of Agile. Mr. Freitag joined Majesco in connection with the acquisition of the insurance IT consulting business of Agile in January Mr. Freitag founded Agile in 1997 to meet companies increasingly complex business processing and information technology requirements by providing dedicated consulting services, including business and IT strategy, process innovation, governance, project management, development, quality assurance and support services. Prior to founding Agile, Mr. Freitag was employed as Director of Crum & Foster from 1993 to 1997, during which period he played a key role in the divestiture of Crum & Foster from Xerox, managing the restructuring of an IT services business with approximately US$70 million annual revenue specializing in commercial P&C insurance. In that position, he increased corporate earnings from an US$11 million annual loss prior to the divesture to a US$4 million annual net income within 3 years, customer satisfaction 70

72 Name/ Designation Prateek Kumar Executive Vice- President Lori Stanley General Counsel & Company Secretary Ann Massey Senior Vice-President of Finance Brief Profile from 36 to 84% and employee satisfaction from 35 to 82%. Mr. Freitag also served as director of enterprise consulting for Computer Task Group, Inc., a professional services firm with 4,000 professionals in seven countries from 1989 to His 30 years of experience spans multiple industries, including insurance, financial services, pharmaceuticals and the public sector. He began his career as a systems engineer for RCA. Mr. Freitag has a B.S. in Mathematics from Fairfield University and has attended the Executive Education program at Harvard Business School. Prateek Kumar has served as Executive Vice President since February 2015 at Majesco US, responsible for acquiring new customers and deepening relationships with customers across both the L&A and P&C lines of business. Mr. Kumar oversees sales, client relationships, pre-sales and new strategic initiatives. Prior to this, he served as Senior Vice President of Sales and Account Management from 2014 to February 2015, as Vice President from 2010 to 2014 and as Assistant Vice President from 2008 to 2010 and, in both roles, was also responsible for acquiring new customers and deepening relationships with existing customers. Mr. Kumar was previously an Assistant Vice President with Systems Task Group, an insurance software firm, from 2003 to 2008, which was acquired by Majesco. Prior to Majesco, Mr. Kumar worked as an IT consultant with the Exeter Group in the areas of IT strategy, planning and program management from 2000 to He holds a B.A. from Kurukshetra University (Kurukshetra, India) and an M.B.A. from Virginia Polytechnic Institute and State University. Lori Stanley has served as General Counsel, North America for Majesco since July 2011 and as Corporate Secretary since December 2011, and serves as General Counsel and Corporate Secretary of Majesco US. Prior to joining Majesco US, Ms. Stanley was General Counsel and Corporate Secretary of enherent Corp. ( enherent ), since April 2004, following enherent s acquisition by merger of Dynax Solutions, Inc. ( Dynax ). From July 2002 to March 2004, she was General Counsel of Dynax, and Vice President of Human Resources and Corporate Secretary since April Ms. Stanley also served as a member of the board of directors of Dynax from September 2003 to March From November 2000 to June 2002, Ms. Stanley was General Counsel and Vice President of Human Resources for The A Consulting Team, Inc. (now known as Helios & Matheson Analytics, Inc.). From July 1999 to October 2000, Ms. Stanley was the Vice President of Legal Operations and Human Resources for The Netplex Group, Inc. From January 1997 to June 1999, Ms. Stanley was General Counsel of the Solutions Division of Computer Horizons Corp. She has a B.S. from St. John s University and a J.D. from Seton Hall Law School. Ann F. Massey serves as Senior Vice President, Finance of Majesco US. Ms. Massey has served as CFO of Cover-All since 2001, as Secretary since 1997 and as Controller since From 1996 to 1997, Ms. Massey served as Cover-All s Assistant Treasurer. From 1994 until 1996, Ms. Massey served as Assistant Controller for Cover-All s insurance services division. Prior to 1994, Ms. Massey served as Cover-All s Accounting Manager since Ms. Massey joined Cover-All from Pittston Petroleum Inc., where she was Cost Accounting Manager. Ms. Massey has over 30 years of experience in finance and accounting. Ms. Massey holds a B.S. in accounting and a M.B.A. in Finance from Fairleigh Dickinson University. 71

73 PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES Our Promoters and Promoter Group together hold 50.44% of the paid-up equity share capital of our Company, of which our Promoters currently hold 98,56,132 shares, equivalent to 43.20% of our paid-up equity share capital. The promoters of our Company are: (1) Ketan Mehta (2) Sudhakar Ram (3) Ashank Desai (4) Radhakrishnan Sundar The brief profiles of our Promoters are as follows: Name/ Designation Ketan Mehta President & Chief Executive Officer Sudhakar Ram Ashank Desai Brief Profile Ketan Mehta has served as President and CEO of Majesco US since 2000 and member of Board of Directors of Majesco US, since Mr. Mehta co-founded Mastek in 1982 and has served as a member of Mastek s board of directors since then, where, among other committee service, he is a member of the Nomination and Remuneration Committee. During his tenure of over 32 years with Mastek and its affiliates, Mr. Mehta has handled multiple functions including sales, delivery and general management. Mr. Mehta is the driving force behind the conceptualization and the execution of Majesco s insurance strategy, including acquisition and integration of four insurance technology companies over the last nine years. Prior to that, Mr. Mehta also spearheaded Mastek s joint venture with Deloitte Consulting. Ketan holds a PGDM (MBA degree-equivalent) from the Indian Institute of Management ( IIM ), Ahmedabad. Sudhakar Ram is a director of Majesco US. Mr. Ram serves as Managing Director and Group CEO of Mastek, responsible for consolidating growth in markets across the globe and leading initiatives in technology, applications, processes, customer deliveries and business development, since He is a co-founder of Mastek and has served as a member of the board of directors of Mastek since Mr. Ram has also handled the additional responsibilities of leading Mastek s business in the UK as CEO for Mastek (UK) Ltd. ( Mastek UK ) since Mr. Ram received CNBC Asia s India Business Leader of the Year award in Before joining Mastek, he was the CIO of Rediffusion Dentsu Young & Rubicam (part of the Young & Rubicam network held by WPP plc) from 1982 to He holds a Bachelor s of Commerce from Chennai University and a PGDM from IIM Calcutta. Ashank Desai is a co-founder of Mastek and has served as a director of Mastek since 1982, where, among other board service, he is the Chairman of the Governance Committee and a member of the Audit Committee and Corporate Social Responsibility Committee. Mr. Desai has over 35 years of experience in the software and information technology sectors. He is also actively associated with several Indian government bodies and trade associations. Mr. Desai worked with the Indian industrial and electronics group Godrej & Boyce before co-founding Mastek. He is a founding member and former President of National Association of Software and Service Companies in India. Mr. Desai holds a Bachelor s of Engineering from Mumbai University, a M. Tech. from IIT Mumbai and a Post Graduate Diploma in Business Management from IIM Ahmedabad. 72