The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March312020. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.
The performance during the period ended 31st March 2020 has been as under:
| || || || ||(Rs. In Lakhs) |
|Particulars || |
| ||Consolidated ||Standalone ||Consolidated ||Standalone |
|Revenue from Operations ||87197.21 ||30033.44 ||81607.60 ||26088.90 |
|Other Income ||2162.95 ||1941.04 ||2724.50 ||2902.59 |
|Profit/loss before Depreciation Finance Costs Exceptional items and Tax Expense ||15031.74 ||7859.24 ||16001.38 ||7298.49 |
|Less: Depreciation/ Amortisation/ Impairment ||1147.81 ||951.97 ||314.76 ||255.90 |
|Profit /loss before Finance Costs Exceptional items and Tax Expense ||13883.93 ||6907.24 ||15686.62 ||7042.59 |
|Less: Finance Costs ||799.64 ||418.36 ||1463.69 ||325.33 |
|Profit /loss before Exceptional items and Tax Expense ||13084.29 ||6488.91 ||14222.93 ||6717.26 |
|Add/(less): Exceptional items ||- ||- ||- ||- |
|Profit /loss before Tax Expense ||13084.29 ||6488.91 ||14222.93 ||6717.26 |
|Less: Tax Expense (Current & Deferred) ||924.30 ||523.44 ||(512.83) ||745.83 |
|Profit /loss for the year (1) ||12159.99 ||5965.47 ||14735.76 ||5971.43 |
|Total Comprehensive Income/loss (2) ||(219.71) ||(161.26) ||(900.76) ||(21.18) |
|Total (1+2) ||11940.28 ||5804.21 ||13835.00 ||5950.25 |
|Balance of profit /loss for earlier years ||(15607.01) ||(7730.79) ||(30245.79) ||(13681.04) |
|Less: Transfer to Debenture Redemption Reserve ||- ||- ||- ||- |
|Less: Transfer to Reserves ||- ||- ||- ||- |
|Less: Dividend paid on Equity Shares ||- ||- ||- ||- |
|Less: Dividend paid on Preference Shares ||- ||- ||- ||- |
|Less: Dividend Distribution Tax ||- ||- ||- ||- |
|Balance carried forward ||(4268.81) ||(2576.69) ||(15607.01) ||(7730.79) |
STATE OF AFFAIRS/COMPANY'S PERFORMANCE:
Software has become an integral part of our lives. Your Company's vision is to helpcompanies improve the quality of software being delivered worldwide. More than 40% of thesoftware development efforts are spent in testing. By focusing on a niche like softwaretesting your Company hopes to make a mark in the IT industry. Your Company aims to be athought leader in software testing using a combination of onsite consulting offshore testexecution and application of tools and frameworks that will reduce the number of postrelease defects and do it faster.
The total revenue of the Company for the financial year under review on consolidatedbasis was Rs. 87197.21 lakhs as against Rs. 81607.60 lakhs for the previous financialyear. The company recorded a net profit of Rs. 12159.99 lakhs for the financial year2019-20 as against the net profit of Rs. 14735.76 lakhs for the previous year.
On Standalone basis the total revenue of the Company for the financial year 2019-20was Rs.30033.44 lakhs as against Rs. 26088.90 lakhs for the previous financial year. Thenet profit for the financial year 2019-20 is Rs. 5965.47 lakhs as against the net profitof Rs. 5971.43 lakhs for the previous year.
During the period under review and the date of Board's Report there was no change inthe nature of Business.
FUTURE PROSPECTS & OUTLOOK
COVID has led to a multifold increase in the demand for digital transformation and theenterprises have no option but to accelerate their transformation journey. Businesses arethus increasingly leveraging digital platforms so that they can continue runninguninterrupted even in times such as these. Consumer habits are evolving digitally and inthe long run the role of augmented reality virtual reality and drone- basedretail-services will rise presenting tremendous opportunity for quality assurance andengineering services.
Digital transformation is no longer a choice it has become an imperative that enablesbusinesses to gain resilience and achieve continuity amidst crisis. Powered by ArtificialIntelligence & Machine Learning capabilities digital is what will dominate the waveof the next normal. AI-driven digital transformation will be pivotal to business growth ina post-COVID world. Businesses will increasingly rely on real-time data and insights toassess the risks and take informed decisions. At Cigniti we have established an AI-ledtesting approach that incorporates our extensive experience as well as IP to helpenterprises achieve business resilience through digital transformation & provide astrongly differentiated value add to our clients. Our result-oriented comprehensiveAI-driven Quality Engineering services assure high-quality & customer experience @high-speed.
Cigniti's practical approach with AI-powered continuous testing platforms provide astrongly differentiated value add to our clients. To maintain our position as leaders inQuality Engineering we continue to forge newer partnerships while foraying into diversenew industry verticals and sub-verticals in an attempt to increase not just the breadthbut also the depth of our presence. Our board of directors armed with multi-decades ofindustry experience are playing a crucial role in shaping our vision and aligning theorganization to stay relevant in the market. We have continued to get 4/4 on Clientsatisfaction index from a majority of our customers and this strong trust of clients ishelping us win new business mostly in form of client referrals which are culminating intomultimillion-dollar accounts.
Even amidst such a global crisis Cigniti is able to win logos. We are confident thatemergence of new technologies will get new business and we will empower businessresilience through our AI-driven quality engineering. We are hopeful that the economy willbe back in track in a few months. While key industries like Communications HealthcarePublic Sector and Education are continuing to grow however there is a dip in Travel &Hospitality where Cigniti has high exposure.
New age enterprises and legacy businesses can bank on our proficiency in digital IoTAgile DevOps etc. We keep ourselves focused in increasing our deal size by winning newenterprise accounts and mining existing accounts. Our continuous focus is on value- basedselling. Cigniti looks forward to adopting state-of-the-art digital practices andassisting companies to actualize their business goals. We are continuously penetrating newgeographies winning new clients across industry and domains and further strengtheningour leadership.
MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisreport.
TRANSFER TO RESERVES
Your Company has not transferred any amount to reserves during the year under reviewand proposes to retain the entire amount in its Statement of Profit and Loss/retainedearnings.
Though the Company made profits for the current year there are unabsorbed carryforward losses hence your Directors regret their inability to recommend dividend for theyear under review. However once reserves are built and your Company achieves theleadership position a generous Dividend policy may be adopted.
REVISION OF FINANCIAL STATEMENTS
There was no revision of the financial statements for the year under review.
During the year your Company has allotted 181990 equity shares of Rs.10/- each toemployees under Cigniti ESOP scheme. Consequently the paid up share capital of theCompany stands increased to Rs. 278462590/- divided into 27846259 equity shares ofRs.10/- each.
EMPLOYEE STOCK OPTION SCHEME
During the year the company had granted options under Cigniti ESOP scheme 2015.Details of the options up to 31st March 2020 are set out in the Annexure -IV to thisreport as required under clause 12 of the Securities and Exchange Board of India(Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines 1999 andRegulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014.
TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION:
There is no such amount of Un-paid or Unclaimed Dividend to be transferred to InvestorEducation and Protection Fund for the financial year ended 31st March 2020 as the Companyhas not declared any dividend till date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
None of the directors of the company is disqualified under the provisions of theCompanies Act 2013 ('Act') or under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Details of Remuneration as required under section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are set out in the Annexure -III to thisreport.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. C Srikanth non-independent and non-executive Directorretires by rotation and being eligible offers himself for re-appointment.
As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (as amended) and Clause 1.2.5 of the Secretarial Standard2 (Revised) as issued by the Institute of Company Secretaries of India a statementcontaining the requisite details of Mr. C Srikanth seeking re-appointment is given below:
|Name ||Mr. C Srikanth |
|DIN ||06441390 |
|Date of Birth ||16/01/1985 |
|Age ||35 years |
| ||Under the able stewardship of Srikanth Chakkilam Cigniti has grown strength-to- strength and become a global leader in independent quality engineering & software testing services. As CEO and Co-founder of Cigniti Technologies Inc. Srikanth is responsible for driving Cigniti's global growth strategy help set organizational goals and direction and provide insights to build lasting relationships with clients partners & investors. |
|Profile ||Previously as an Executive Director Srikanth spearheaded Cigniti's expansion into diverse geographies including U.K. EU ANZ sA Middle East and APAC regions. Under his leadership the revenues from these regions grew exponentially over the years. Srikanth works closely with Global Marketing team at Cigniti to orchestrate great customer experiences for our clients. Recognised globally as a thought leader he recently won the "CEO of the Year" award at the Future Leaders Summit & Awards 2018 in Mumbai India. |
| ||As much as Srikanth is dedicated to building a reliable and sustainable brand he is also very passionate about giving back to the community. At Cigniti Srikanth drives Project Cignificance which has an objective to impact 1 Million+ lives using technology enabled education as an enabler & to improve education standards in under equipped/funded schools in Telangana India. |
| ||Srikanth is an alumni of the University of Southern California where he worked closely with Barry Boehm one of the legends of software engineering and quality. He also holds a Graduate Degree in Electronics and Communication Engineering. |
|Qualification ||MS in computer science PG in Management Program |
|Experience & Expertise in specific function area ||Sales & Marketing |
|Terms and conditions of appointment or reappointment along with details of remuneration sought to be paid. ||Appointed w.e.f. 17th May 2017 as Non-Executive Non-Independent Director liable to retire by rotation as per the provisions of the Companies Act 2013 (as amended) |
|Remuneration last drawn by such person ||Nil |
|Date of first appointment on the Board ||16/09/2013 |
|Membership/ Chairmanship of Committees of the Board of Directors of the Company ||Member of Nomination & Remuneration Committee Stakeholders Relationship Committee and Corporate Social Responsibility Committee of the Company. |
|Other Directorships and Membership of other Boards ||Gallop Solutions Private Limited Aasaanpay Solutions India Private Limited Tvarita Capital Private Limited |
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1 )(b)read with Regulation 25 of the Listing Regulations attached as Annexure-XII.
The Independent Directors have also confirmed that they have complied with Schedule IVof the Act and the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations the Independent Directorshave confirmed that they are not aware of any circumstance or situation which exists ormay be reasonably anticipated that could impair or impact their ability to dischargetheir duties with an objective independent judgement and without any external influence.
Duringthe year Independent Directors ofthe Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorsand Committee(s).
NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES
None of the Independent/Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company are also made to thedirectors. Direct meetings with the Chairman is further facilitated to familiarize theincumbent Director about the Company/its businesses and the group practices.
The details of familiarisation programme held in FY 2019-20 are also disclosed on theCompany's website at https://www.cigniti.com/investors/familiarisation programme
During the year four (4) meetings of the Board of Directors of the Company wereconvened and held in accordance with the provisions of the Act and the details of whichare given in the Corporate Governance Report.
COMMITTEES OF THE BOARD
There are various Board constituted Committees as stipulated under the Act and ListingRegulations namely Audit Committee Nomination and Remuneration Committee StakeholdersRelationship Committee Risk Management Committee and Corporate Social Responsibility(CSR) Committee. Brief details pertaining to composition terms of reference meetingsheld and attendance thereat of these Committees during the year have been enumerated inCorporate Governance report.
AUDIT COMMITTEE RECOMMENDATIONS
During the year all recommendations of Audit Committee were approved by the Board ofDirectors.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of theCompanies Act 2013 the Board of Directors upon recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters. The said Policy extract is covered in Corporate GovernanceReport which forms part of this Report and is also uploaded on the Company's website atwww.cigniti.com.
In line with the Guidelines and/Rules as prescribed by SEBI and the Companies Actevaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.
The Directors were given evaluation forms for the following with a request to accordrating for each criteria like Fair Satisfcatory and Very Satisfactory:
(i) Evaluation of Board;
(ii) Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Chairperson;
(v) Evaluation of Non-Executive and NonIndependent Directors; and
(vi) Evaluation of Managing Director.
The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.
PARTICULARS OF EMPLOYEES
A table containing the particulars in accordance with the provisions of section 197(12)of the act read with rule 5(1) and Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as Annexure -III to thisreport.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of section 134 (5) of the Companies Act 2013 the Board of Directorshereby confirm that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) They have prepared the annual accounts on a going concern basis; and
(e) They have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and operating effectively.
(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Further there are no qualifications reservations or adverse remarks made by theStatutory Auditors/ Secretarial Auditors in their respective reports.
DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
During the period under review no material or serious observations have been noticedfor inefficiency or inadequacy of such controls.
NO FRAUDS REPORTED BY STATUTORY AUDITORS
During the Financial Year 2019-20 the Auditors have not reported any matter undersection 143(12) of the Companies Act 2013 therefore no detail is required to bedisclosed under section 134(3) (ca) of the Companies Act 2013.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the provisions of the Companies Act 2013 and the Indian AccountingStandards Ind AS-10 and Ind AS-28 on consolidated financial statements your Directorshave provided the consolidated financial statements for the financial year ended March 312020 which forms part of the Annual Report.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE/FINANCIAL POSITION OF THESUBSIDIARIES/BRANCHES/ASSOCIATES/JOINT VENTURES:
Your Company has four wholly owned foreign subsidiary companies (WOS) one Indianwholly owned subsidiary company (WOS) and two foreign Branches.
Cigniti Technologies Inc. USA (Foreign WOS)
Cigniti Technologies (Canada) Inc. (Foreign WOS)
Cigniti Technologies (UK) Limited UK (Foreign WOS)
Cigniti Technologies (Australia) Pty. Limited Australia (Foreign WOS)
Gallop Solutions Private Limited (Indian WOS)
Cigniti Technologies Limited South Africa (Foreign Branch)
Cigniti Technologies Limited Dubai (Foreign Branch)
As per the provisions of Section 129 of the Companies Act 2013 read with Companies(Accounts) Rules 2014 a separate statement containing the salient features of thefinancial statements of the subsidiary companies is prepared in Form AOC-1 and isattached as Annexure-I and forms part of this report.
In accordance with the provisions of the Companies Act 2013 the Balance sheetStatement of Profit and Loss and other documents of the subsidiary companies are beingmade available on the website of the Company.
The Company has not accepted any public deposits during the Financial Year ended March31 2020 and as such no amount of principal or interest on public deposits wasoutstanding as on the date of the balance sheet.
Since the Company has not accepted any deposits during the Financial Year ended March312020 there has been no non-compliance with the requirements of the Act.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees or investments made under section 186 of the companiesAct 2013 are given in the note to the financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. During the financial year2019-20 there were no materially significant related party transactions made by theCompany with Promoters Directors Key Managerial Personnel or other designated personswhich may have a potential conflict with the interest of the Company at large.
In line with the provisions of Section 177 of the Act read with the Companies (Meetingsof the Board and its Powers) Rules 2014 omnibus approval for the estimated value oftransactions with the related parties for the financial year is obtained from the AuditCommittee. The transactions with the related parties are routine and repetitive in nature.
The summary statement of transactions entered into with the related parties pursuant tothe omnibus approval so granted are reviewed and approved by the Audit Committee and theBoard of Directors on a quarterly basis. The transactions are at an arm's length basis andin the ordinary course of business.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is annexed herewith as Annexure- VII to thisreport.
CORPORATE SOCIAL RESPONSIBILITY POLICY ("CSR")
The Company has constituted a CSR Committee in accordance with Section 135 of the Act.The details of the CSR Policy of the Company its development and initiatives taken by theCompany on CSR during the year in terms of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 have been appended as Annexure-X to this Report.
With the mission to discover once again the social responsibility of developingeconomic social and environmental capital towards sustainability Cigniti crafted CSRprojects in achieving the mission. Your Company believes and strives hard in sustainabledevelopment of society in which the enterprise draws economic and natural resources byenriching its capacity in contributing to the significant positive change in the economy.
The said policy is available on the website of the Company at: https://www.cigniti.com.
DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
Your Company has not undertaken any research and development activity for anymanufacturing activity nor was any specific technology obtained from any external sourceswhich needs to be absorbed or adapted.
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: Rs. 28406.59 lakhs Foreign Exchange Outgo: Rs. 1124.77lakhs.
RISK MANAGEMENT POLICY
The Board of Directors have constituted a Risk Management Committee to identifyelements of risk in different areas of operations and to develop policy for actionsassociated to mitigate the risks. The Committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinual basis.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Board of Directors have formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of theListing Regulations. The Company promotes ethical behaviour and has put in place amechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanismand Whistle-blower policy under which the employees are free to report violations ofapplicable laws and regulations and the Code of Conduct. Employees may report theirgenuine concerns to the Chairman of the Audit Committee. During the year under review noemployee was denied access to the Audit Committee.
The policy provides for adequate safeguards against the victimisation of the employeeswho use the vigil mechanism. The details of establishment of such mechanism has beendisclosed on the website www.cigniti.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the regulators/courts that wouldimpact the going concern status of the Company and its future operations.
STATUTORY AUDIT AND AUDITORS REPORT
The members of the Company at their Annual General Meeting held on 30th June 2017 haveappointed M/s. S R Batiliboi & Associates LLP as statutory auditors of the Companyto hold office until the conclusion of 24th Annual General meeting of the Company. TheAuditors' Report for fiscal 2020 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report. The Company has received audit report with unmodified opinion for bothStandalone and Consolidated audited financial results of the Company for the FinancialYear ended March 31 2020 from the statutory auditors of the Company.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of Institute of Chartered Accountants of India (ICAI) and hold valid certificateissued by the Peer Review Board of the ICAI.
Pursuant to provisions of Section 138 read with Rule 13 of the Companies (Accounts)Rules 2014 and Section 179 read with Rule 8(4) of the Companies
(Meetings of Board and its Powers) Rules 2014 the Company has appointed M/s. BDO IndiaLLP Chartered Accountants Hyderabad as Internal Auditors for the Financial Year 2019-20.
Deviations are reviewed periodically and due compliance ensured. Summary of SignificantAudit Observations along with recommendations and its implementations are reviewed by theAudit Committee and concerns if any are reported to Board. There were no adverse remarksor qualification on accounts of the Company from the Internal Auditor.
COST RECORDS AND COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Act are not applicable for the business activitiescarried out by the Company.
SECRETARIAL AUDITOR & AUDIT REPORT
In terms of section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 based upon the recommendations ofthe Audit Committee the Board of Directors have appointed Mr. S. Sarveswar ReddyPracticing Company Secretary (CP No. 7478 ) as the Secretarial Auditor of the Company forconducting the Secretarial Audit for financial year ended March 312020.
The Secretarial Audit was carried out and the Report given by the Secretarial Auditoris annexed herewith as Annexure-VI and forms integral part of this Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
ANNUAL SECRETARIAL COMPLIANCE REPORT
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 08 2019 read withRegulation 24(A) of the Listing Regulations has directed listed entities to get theAnnual Secretarial compliance audit done from a Practicing Company Secretary with respectto all applicable SEBI Regulations and circulars/ guidelines issued thereunder. FurtherSecretarial Compliance Report dated May 7 2020 was given by Mr. S. Sarveswar ReddyPracticing Company Secretary which was submitted to Stock Exchanges within 60 days of theend of the financial year.
The Secretarial Compliance Report does not contain any qualification reservation oradverse remark.
Pursuant to the provisions of Section 118 of the Companies Act 2013 the Company hascomplied with the applicable provisions of the Secretarial Standards issued by theInstitute of Company Secretaries of India and notified by Ministry of Corporate Affairs.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 isincluded as Annexure -V and forms part of this Report and is disclosed on website of theCompany at https://www.cigniti.com/investors
BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34 (2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Business Responsibility Report for 2019-20 describing variousinitiatives taken by the Company on social environmental and governance perspective isattached at Annexure-VIII which forms part of this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management discussion and analysis report for the year under review as stipulated underRegulation 34 (e) read with schedule V Part B of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the stock exchange in India is annexed herewith asAnnexure- VII to this report.
The properties and assets of your Company are adequately insured. Further the Directorshave been adequately covered under D & O policy.
Corporate governance is about maximizing shareholder value legally ethically andsustainably. At Cigniti we believe a sound corporate governance is critical to enhanceand retain investor trust. The goal of corporate governance is to ensure fairnessinformation about the Company for every stakeholder. Our disclosures seek to attain thebest practices in international Corporate Governance. Your Company has taken adequatesteps to ensure compliance with the provisions of Corporate Governance as prescribed underthe Listing Regulations. A separate section on Corporate Governance forming a part ofthis Report and the requisite certificate from the practicing Company Secretary confirmingcompliance with the conditions of Corporate Governance is attached as Annexure-IX.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and theapplicable U.S Securities laws. The Insider Trading Policy of the Company lays downguidelines and procedures to be followed and disclosures to be made while dealing withshares of the Company as well as the consequences of violation. The policy has beenformulated to regulate monitor and ensure reporting of deals by employees and to maintainthe highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website (https://www.cigniti.com/investors/insider-trading-policy.pdf).
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO/CFO certification is attached with theannual report as Annexure-XI.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.
The Company has in place a Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaint Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
Number of complaints received: Nil
Number of complaints disposed off: Nil
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no such transactions during the year under review:
a. Issue of equity shares with differential rights as to dividend voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
c. Neither the Managing Director nor the Wholetime Directors of the Company receive anyremuneration or commission from any of its subsidiaries.
The Board thanks all the customers vendors investors and bankers for their continuedsupport during the year. It places on record its appreciation of the contribution made byemployees of the company at all levels. The Board thanks the governments of variouscountries where the company has operations. It also thanks the Government of Indiaparticularly the Ministry of Communication and Information Technology the Ministry ofCommerce the Ministry of Finance the Ministry of Corporate Affairs the Customs andExcise Departments the Income Tax Department the Reserve Bank of India the StateGovernments and other government agencies for their support and looks forward to theircontinued support in the future.
The Board also wishes to place on record its appreciation for business constituentslike SEBI BSE NSE NSDL CDSL etc. for their continued support for the growth of theCompany.
| ||For and on behalf of the Board |
| ||Cigniti Technologies Limited |
| ||C V Subramanyam |
|Place: Hyderabad ||Chairman & Managing Director |
|Date: 07.05.2020 ||DIN:00071378 |