-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TVQ+rL514POPWIdNGqI0S6X8dpfp2gzjTbdDv7UUgAmARL/QyKsifdWKy9itx5Nb LhwEYQM1MaU2geoyslM1kg== 0000950124-01-502878.txt : 20010815 0000950124-01-502878.hdr.sgml : 20010815 ACCESSION NUMBER: 0000950124-01-502878 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNTEL INC CENTRAL INDEX KEY: 0001040426 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 382312018 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22903 FILM NUMBER: 1713044 BUSINESS ADDRESS: STREET 1: 2800 LIVERNOIS RD STREET 2: SUITE 400 CITY: TROY STATE: MI ZIP: 48043 BUSINESS PHONE: 2486192800 MAIL ADDRESS: STREET 1: 2800 LIVERNOID RD STREET 2: SUITE 400 CITY: TROY STATE: MI ZIP: 48043 10-Q 1 k64588e10-q.txt FORM 10-Q FOR QUARTER ENDED JUNE 30, 2001 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2001 or --------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------- -------------- Commission file number 0-22903 ------------- Syntel, Inc. ----------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Michigan 38-2312018 - ------------------------------- -------------------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 2800 Livernois Road, Suite 400, Troy, Michigan 48083 - ------------------------------------------------ -------------------- (Address of Principal Executive Offices) (Zip Code) (248) 619-2800 -------------------------------------- (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----------- ------------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, no par value: 38,282,081 shares issued and outstanding as of August 1, 2001. 1 2 SYNTEL, INC. INDEX
Page ---- Part I Financial Information Item 1 Financial Statements Condensed Consolidated Statement of Income 3 Condensed Consolidated Balance Sheet 4 Condensed Consolidated Statement of Cash Flows 5 Notes to the Condensed Consolidated Financial Statements 6 Item 2 Management's Discussion and Analysis of 8 Financial Condition and Results of Operations Part II Other Information 11 Signatures 12
2 3 SYNTEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (in thousands, except per share data)
3 MONTHS 6 MONTHS ENDED JUNE 30 ENDED JUNE 30 --------------------------- ---------------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Revenues $ 42,721 $ 42,079 $ 84,992 $ 82,585 Cost of revenues 26,105 26,872 52,769 52,385 -------- -------- -------- -------- Gross profit 16,616 15,207 32,223 30,200 Selling, general and administrative expenses 8,436 8,569 17,249 17,562 Goodwill impairment and related charges -- 21,650 -- 21,650 -------- -------- -------- -------- Income (loss) from operations 8,180 (15,012) 14,974 (9,012) Other income, principally interest 912 800 1,869 1,580 -------- -------- -------- -------- Income (loss) before income taxes 9,092 (14,212) 16,843 (7,432) Income tax (provision) benefit (2,522) 6,407 (4,387) 4,779 -------- -------- -------- -------- Net income (loss) before loss from equity investment in unconsolidated subsidiaries 6,570 (7,805) 12,456 (2,653) Loss from equity investment in unconsolidated subsidiaries 218 -- 539 -- -------- -------- -------- -------- Net income $ 6,352 $ (7,805) $ 11,917 $ (2,653) ======== ======== ======== ======== EARNINGS (LOSS) PER SHARE Basic $ 0.17 $ (0.20) $ 0.31 $ (0.07) Diluted $ 0.16 $ (0.20) $ 0.31 $ (0.07) Weighted average common shares outstanding - diluted 38,841 38,647 38,828 38,601 ======== ======== ======== ========
The accompanying notes are an integral part of the consolidated financial statements. 3 4 SYNTEL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (in thousands)
June 30, December 31, 2001 2000 ---- ---- ASSETS Current assets: Cash and cash equivalents $ 86,351 $ 73,478 Accounts receivable, net 29,028 31,194 Advanced billings and other current assets 11,012 9,437 -------- -------- Total current assets 126,391 114,109 Property and equipment 20,625 19,183 Less accumulated depreciation 13,345 12,023 -------- -------- Property and equipment, net 7,280 7,160 Goodwill, net of amortization 1,063 1,026 Equity and other investments 4,074 3,918 Deferred income taxes, noncurrent 6,399 6,685 -------- -------- $145,207 $132,898 ======== ======== LIABILITIES Current liabilities: Accrued payroll and related costs $ 10,748 $ 10,909 Accounts payable and other current liabilities 19,646 20,072 Deferred revenue 6,233 5,234 -------- -------- Total current liabilities 36,627 36,215 SHAREHOLDERS' EQUITY Total shareholders' equity 108,580 96,683 -------- -------- Total liabilities and shareholders' equity $145,207 $132,898 ======== ========
The accompanying notes are an integral part of the consolidated financial statements. 4 5 SYNTEL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands)
SIX MONTHS ENDED JUNE 30 --------------------------------- 2001 2000 ---- ---- Cash flows from operating activities: Net income (loss) $ 11,917 $ (2,653) -------- -------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,322 1,278 Goodwill amortization 38 621 Goodwill impairment and related charges -- 21,650 Deferred income taxes 286 (6,932) Compensation expense related to stock options 41 67 Loss on equity investments 539 119 Changes in assets and liabilities: Accounts receivable, net 2,313 (5,097) Advance billing and other assets (1,575) 315 Accrued payroll and other liabilities (662) (4,130) Deferred revenues 999 924 -------- -------- Net cash provided by operating activities 15,218 6,162 -------- -------- Cash flows used in investing activities, Property and equipment expenditures (1,836) (1,728) Equity and other investments (301) (809) -------- -------- Net cash used in investing activities (2,137) (2,537) -------- -------- Cash flows provided by (used in) financing activities: Net proceeds from issuance of stock 887 930 Common stock repurchases (765) (519) -------- -------- Net cash provided by financing activities 122 411 -------- -------- Effect of foreign currency exchange rate changes on cash (330) (64) -------- -------- Net increase in cash and cash equivalents 12,873 3,972 Cash and cash equivalents, beginning of period 73,478 63,611 -------- -------- Cash and cash equivalents, end of period $ 86,351 $ 67,583 ======== ========
The accompanying notes are an integral part of the consolidated financial statements. 5 6 SYNTEL, INC. AND SUBSIDIARIES NOTES TO THE FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION: The accompanying condensed consolidated financial statements of Syntel, Inc. (the "Company") have been prepared by management, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the accompanying unaudited, condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to present fairly the financial position of Syntel, Inc. and it's subsidiaries as of June 30, 2001, the results of their operations for the three and six month periods ended June 30, 2001 and June 30, 2000, and cash flows for the six months ended June 30, 2001 and June 30, 2000. The year end condensed balance sheet as of December 31, 2000 was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10K for the year ended December 31, 2000. Operating results for the six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. 2. PRINCIPLES OF CONSOLIDATION AND ORGANIZATION The condensed consolidated financial statements include all the accounts of the Company and its wholly owned subsidiaries; Syntel (India) Limited, ("Syntel India"), an Indian limited liability company, Syntel (Singapore) Pte, Ltd. ("Syntel Singapore"), a Singapore limited liability company, Syntel (Europe) Ltd. ("Syntel Europe"), a United Kingdom limited liability company, Syntel Canada Ltd. ("Syntel Canada"), a Canadian limited liability company. All intercompany accounts and transactions have been eliminated. 3. RECLASSIFICATION Certain prior quarter amounts have been reclassified to conform with the current quarter presentation. 4. CASH EQUIVALENTS For the purpose of reporting cash and cash equivalents, the Company considers all liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents are principally triple A rated corporate bonds and treasury notes held by a bank with maturity dates of less than ninety days. 5. COMPREHENSIVE INCOME Total Comprehensive Income for the three and six month periods ended June 30, 2001 and 2000 was as follows (in thousands):
Three Months Ended Six Months Ended ------------------ ---------------- June 30 June 30 ------- ------- 2001 2000 2001 2000 ---- ---- ---- ---- Net Income (loss) $ 6,352 ($7,805) $11,917 ($2,653) Other Comprehensive income Foreign currency translation adjustments (20) (35) (183) (64) ------- ------- ------- ------- Total comprehensive income (loss) $ 6,332 ($7,840) $11,734 ($2,717) ======= ======= ======= =======
6 7 6. EARNINGS PER SHARE Basic earnings (losses) per share is calculated by dividing net income by the weighted average number of shares outstanding during the applicable period. The Company has stock options, which are considered to be potentially dilutive to common stock. Diluted earnings per share are calculated considering these potentially dilutive options. The following table sets forth the computation of earnings per share.
Three Months Ended June 30, 2001 June 30, 2000 ------------- -------------- Weighted Earnings Weighted Earnings Average per Average per Shares share Shares share ------ ----- ------ ----- (in thousands, except per share earnings) Basic earnings (loss) per share 38,464 $ 0.17 38,647 ($ 0.20) Net dilutive effect of stock options outstanding 377 ------ -------- ------ -------- Diluted earnings (loss) per share 38,841 $ 0.16 38,647 ($ 0.20) ====== ======== ====== ========
Six Months Ended June 30, 2001 June 30, 2000 ------------- -------------- Weighted Earnings Weighted Earnings Average per Average per Shares share Shares share ------ ----- ------ ----- (in thousands, except per share earnings) Basic earnings (loss) per share 38,468 $ 0.31 38,601 ($ 0.07) Net dilutive effect of stock options Outstanding 360 ------ -------- ------ -------- Diluted earnings (loss) per share 38,828 $ 0.31 38,601 ($ 0.07) ====== ======== ====== ========
7. SEGMENT REPORTING The Company manages its operations through three segments, Applications Outsourcing, e-Business, and TeamSourcing. Management allocates all direct expenses to the segments. Financial data for each segment for the three and six month periods ended June 30, 2001 and June 30, 2000 is as follows:
Three Months Ended Six Months Ended ------------------ ---------------- June 30,2001 June 30,2000 June 30,2001 June 30,2000 ------------ ------------ ------------ ------------ (In thousands) (In thousands) Revenues: Applications Outsourcing $ 26,520 $ 22,545 $ 52,016 $ 41,463 e-Business 10,164 10,956 21,092 22,397 TeamSourcing 6,037 8,578 11,884 18,725 --------- ---------- --------- --------- 42,721 42,079 84,992 82,585 Gross Profit: Applications Outsourcing 11,462 9,289 21,528 18,270 e-business 3,638 4,038 7,783 7,151 TeamSourcing 1,516 1,880 2,912 4,779 --------- ---------- --------- --------- 16,616 15,207 32,223 30,200
7 8 PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. SYNTEL INC. AND SUBSIDIARIES RESULTS OF OPERATIONS Revenues. The Company's revenues consist of fees derived from its Applications Outsourcing, e-Business, and TeamSourcing business segments. Revenues increased 1.5% to $42.7 million in the second quarter of 2001 from $42.1 million in the second quarter of 2000. Worldwide billable headcount, including personnel employed by Syntel India, Syntel Singapore, Syntel Europe and Syntel Canada, as of June 30, 2001 increased to 1,551 compared to 1,522 as of June 30, 2000. Applications Outsourcing Revenues. Applications Outsourcing revenues increased to $26.5 million for the second quarter of 2001, or 62.1% of total revenues, from $22.5 million, or 53.6% of second quarter revenues for 2000. The revenues for first six months of 2001 increased to $52.0 millions, or 61.2% of total revenues, from $41.5 million or 50.2% of total revenues for the first six months of 2000. The $4 million increase for the second quarter was attributable principally to net growth in existing engagements and new engagements, contributing approximately $0.1 million and $8.9 million to the increased revenues, respecting, partially offset by $5 million in lost revenues as a result of project completion. The $10.5 million increase for the first six months of 2001 was attributable principally to net growth in existing engagements and new engagements, contributing approximately $4.9 million and $11.5 million to the increased revenues, respectively, partially offset by $5.9 million in lost revenues as a result of project completions. Applications Outsourcing Cost of Revenues. Cost of revenues consists of costs directly associated with billable consultants in the US and offshore, including salaries, payroll taxes, benefits, relocation costs, immigration costs, finders fees, trainee compensation, and travel. Applications Outsourcing costs of revenues decreased to 56.8% of total Applications Outsourcing revenues for the second quarter of 2001, from 58.8% for the second quarter of 2000. The 2.0% decrease in cost of revenues as a percent of revenues for the second quarter was attributable primarily to improved onsite utilization rates. Costs of revenues for the first six months of 2001 increased to 58.6% of total Applications Outsourcing revenues, from 55.9% for the first six months of 2000. The 2.7% increase in cost of revenues as a percent of revenues for the six months was attributable primarily to the release of warranty reserves no longer deemed necessary associated with Y2K remediation engagements in the first six months of 2000 contributing approximately 9% with no material corresponding release in 2001. This increase in the cost of revenue as a percent of revenue was partially offset by an increase in the higher margin offshore component of the overall services contributing approximately 6.3%. e-Business Revenues. e-Business revenues decreased to $10.2 million for the second quarter of 2001, or 23.8% of total consolidated revenues, from $11.0 million, or 26.0% of total consolidated revenues for the second quarter of 2000. The $0.8 million decrease for the second quarter was attributable principally to a $1.8 million decrease in Metier revenues and $3.7 million in other completed engagements, largely offset by new business revenues of $4.7 million. Revenues for the first six months of 2001 decreased to $21.1 million, or 24.8% of total revenues, from $22.4 million, or 27.1% of total revenues for the first six months of 2000. The $1.3 million decrease for the six months was attributable principally to a $4.9 million decrease in Metier revenues and $4.5 million in other completed engagements, largely offset by new business revenues of $8.1 million. e-Business Cost of Revenues. e-Business cost of revenues consists of costs directly associated with billable consultants in the US and offshore, including salaries, payroll taxes, benefits, relocation costs, immigration costs, finders fees, trainee compensation, and travel. e-Business cost of revenues increased to 64.2% of total e-Business revenues for the second quarter of 2001, from 63.1% for the second quarter of 2000. The 1.1% increase in costs of revenues as a percent of revenues was attributable principally to reduced consultant utilization levels due to softness in the overall economy. For the first six months of 2001, e-business costs of revenues decreased to 63.1% of total e-business revenues, from 68.1% for the first six months of 2000. The 5.0% decrease was attributable principally to improved billing rates in relation to compensation levels and a loss reserve on a fixed price engagement that was recorded in the first quarter of 2000, contributing approximately 3% and 2% respectively. 8 9 TeamSourcing Revenues. TeamSourcing revenues decreased to $6.0 million for the second quarter of 2001, or 14.1% of total revenues, down from $8.6 million, or 20.4% of total revenues for the second quarter of 2000. For the first six months of 2001, TeamSourcing revenues decreased to $11.9 million, or 14.0% of total revenues, down from $18.7 million, or 22.7% of total revenues for the first six months of 2000. Both the $2.6 million decrease for the second quarter as well as the $6.8 million decrease for the first six months of 2001 were principally due to decreases in U.S. based billable consultants on various engagements, the result of an organizational focus away from this segment. TeamSourcing Cost of Revenues. TeamSourcing cost of revenues consists of costs directly associated with billable consultants in the US, including salaries, payroll taxes, benefits, relocation costs, immigration costs, finders fees, trainee compensation, and travel. TeamSourcing cost of revenues decreased to 74.9% of TeamSourcing revenues for the second quarter of 2001, from 78.1% for the second quarter of 2000. The decrease in cost of revenues as a percent of total TeamSourcing revenues by 3.2% was attributable primarily to the improvement in the ratio of compensation rate to bill rate. The cost of revenues as a percent of revenues increased to 75.5% of total TeamSourcing revenues for the six month period ended June 30, 2001, from 74.5% for the six month period ending June 30, 2000. The 1% increase was attributable principally to lower utilization due to softness in the economy. Selling, General, and Administrative Expenses. Selling, general, and administrative expenses consist primarily of salaries, payroll taxes and benefits for sales, solutions, finance, administrative, and corporate staff, travel, telecommunications, business promotions, marketing and various facility costs for the Company's Global Development Centers and various offices. Selling, general, and administrative costs for the three months ended June 30, 2001 were $8.4 million, or 19.7% of total revenues, compared to $8.6 million or 20.4% of total revenues for the three months ended June 30, 2000. The $0.2 million decrease was attributable principally to savings in Metier administrative costs and Metier goodwill amortization, contributing approximately $ 0.5 million and $0.3 million to the decrease in selling, general and administrative costs, respectively. The savings were largely offset by increased professional fees, and an allowance for doubtful accounts in the U. S. of approximately $0.1 million and $0.2 million, respectively, as well as increased compensation and facility costs of approximately $0.3 million, at the offshore facilities, necessary to support increased staffing levels. Selling, general, and administrative costs decreased to $17.2 million, or 20.3% of total revenues for the six month period ending June 30, 2001, from $17.6 million, or $21.3% of total revenues for the same period in 2000. The $0.4 million decrease was attributable principally to savings in Metier administrative costs and Metier goodwill amortization, contributing approximately $1.6 million and $0.6 million to the decrease in selling, general, and administrative costs, respectively. These savings were largely offset by increased marketing costs, professional fees, and an allowance for doubtful accounts in the U. S. of approximately $0.4 million, $0.3 million, and $0.4 million, respectively, as well as increased compensation and facility costs of approximately $0.7 million, at the offshore facilities, necessary to support increased staffing levels. LIQUIDITY AND CAPITAL RESOURCES In recent history, the Company has financed its working capital needs through operations. Net cash generated by operating activities was $15.2 million for the first six months of 2001, compared to $6.2 million for the first six months of 2000. The number of days sales outstanding in accounts receivable was approximately 62 days and 61 days as of June 30, 2001 and June 30, 2000, respectively. Net cash used in investing activities was $2.1 million and $2.5 million for the first six months of 2001 and 2000, respectively. Cash used for investing activities for the first six months of 2001 consisted principally of $1.1 million for the acquisition of land for construction of the new development and training center in Pune, India, $0.3 million for equity investments and $0.7 million in capitalized software costs and computer equipment. Cash used for investing activities for the first six months of 2000 consisted primarily of capitalized software development costs of approximately $0.9 million and computer equipment of $0.6 million, equity investments of $0.8 million and other assets of $0.2 million. Net cash provided by financing activities for the first six months of 2001 totalled approximately $0.1 million, consisted 9 10 primarily of issuance of stock from the employee stock option and stock purchase program of $0.9 million, partially offset by common stock repurchases of $0.8 million. Net cash provided by financing activities for the six months ended June 30, 2000 totalled approximately $0.4 million, consisted primarily of issuance of stock from the employee stock option and stock purchase program of $0.9 milllion, partially offset by common stock repurchases of $0.5 million. The Company has a line of credit with Bank One which provides for borrowings of up to $40.0 million. The line of credit expires on August 31, 2001. The line of credit contains covenants restricting the Company from, among other things, incurring additional debt, issuing guarantees and creating liens on the Company's property, without prior consent of the bank. The line of credit also requires the Company to maintain certain tangible net worth levels and leverage ratios. At June 30, 2001, there was no indebtedness outstanding under the line of credit. Borrowings under the line of credit bear interest at the lower of the Eurodollar rate plus the applicable Eurodollar margin, the bank's prime rate or a negotiated rate established with the bank at the time of borrowing. In addition to the bank line of credit, the Company has a $20.0 million facility with Bank One to finance acquisitions which also expires on August 31, 2001. The Company has not borrowed any amounts under this facility. The company intends to extend both the $40 million and $20 million lines of credit before the expiration date. The Company believes that the combination of present cash balances and future operating cash flows will be sufficient to meet the Company's currently anticipated cash requirements for at least the next 12 months. RECENT ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS 141 replaces Accounting Principles Board Opinion 16, "Business Combinations" and requires that the purchase method of accounting be used for all business combinations initiated after June 30,2001. SFAS 142 replaces APB 17, "Intangible Assets". In accordance with SFAS No. 141 and 142, effective for the Company's year ended December 31, 2002, as a replacement to amortization of goodwill and intangible assets with indefinite lives, the Company will evaluate goodwill and intangible assets for impairment annually. The Company is currently reviewing these statements to determine their impact. FORWARD LOOKING STATEMENTS This report contains forward-looking statements, including those with respect to future levels of business for Syntel, Inc. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements as a result of certain risk factors set forth in the Company's Annual Report Form 10-K document dated March 30, 2001. Factors that could cause results to differ materially from those set forth above include general trends and developments in the information technology industry, which is subject to rapid technological changes, and the Company's concentration of sales in a relatively small number of large customers, as well as intense competition in the information technology industry, which the Company believes will increase. 10 11 PART II OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company is currently not a party to any material pending legal proceedings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Corporation held an annual meeting of shareholders on Wednesday, May 23, 2001. At the meeting, George R. Mrkonic was elected as a Director of the Corporation to serve a three year term until the annual meeting of shareholders in 2004. The vote of the shareholders with regard to the election of Mr. Mrkonic as a Director was 37,446,268 shares FOR and 11,281 shares WITHHELD. The following persons continued to serve their terms of office as Directors of the Corporation after the meeting; Paritosh K. Choksi, Bharat Desai, Neerja Sethi and Douglas E. Van Houweling. ITEM 5. OTHER INFORMATION. None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits None. (b) Reports on Form 8-K The Corporation did not file any reports on Form 8-K during the three month period ended June 30, 2001. 11 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Syntel, Inc. --------------------- (Registrant) Date August 14, 2001 By /s/ Bharat Desai ---------------- ----------------------------------------------------- Bharat Desai, President and Chief Executive Officer Date August 14, 2001 By /s/ Sanjay Chheda ---------------- ---------------------------------------------------- Sanjay Chheda, Interim Chief Financial Officer (principal financial and chief accounting officer) 12 -----END PRIVACY-ENHANCED MESSAGE-----