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Datamatics Global Services Ltd.

BSE: 532528 Sector: IT
NSE: DATAMATICS ISIN Code: INE365B01017
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OPEN 308.90
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VOLUME 5721
52-Week high 382.40
52-Week low 75.20
P/E 29.34
Mkt Cap.(Rs cr) 1,779
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 308.90
CLOSE 302.25
VOLUME 5721
52-Week high 382.40
52-Week low 75.20
P/E 29.34
Mkt Cap.(Rs cr) 1,779
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Datamatics Global Services Ltd. (DATAMATICS) - Director Report

Company director report

On behalf of the Board of Directors I am happy to present the 32nd Board'sReport of your Company with the Balance Sheet and the Statement of Profit and Loss for theyear ended March 31 2020.

FINANCIAL PERFORMANCE

The Company's financial performance for the year ended March 31 2020 as compared tothe previous financial year ended March 31 2019 is summarized below:

(Rs. in Million)
Particulars Consolidated Standalone
2019-20 2018-19 2019-20 2018-19
Revenue from operations 12033.24 11334.90 4158.35 3896.72
Other Income 205.10 108.12 143.36 66.49
Total Income 12238.34 11443.02 4301.71 3963.21
Profit before Interest Depreciation and Tax 1440.83 1447.19 572.53 547.17
Interest 46.26 47.71 24.35 34.50
Profit before Depreciation and Tax 1394.57 1399.66 548.18 512.67
Depreciation 369.97 260.35 129.15 120.32
Impairment of Goodwill 157.72 - - -
Share of profit of Joint Venture 12.03 8.98 - -
Profit Before Tax 878.91 1147.51 419.03 392.35
Provision for Taxation 260.64 302.76 111.63 99.99
Profit After Tax 618.27 844.75 307.40 292.36
Share of Minority Interest in Profit for the year (20.37) 99.68 - -
Profit for the year 638.64 745.07 307.40 292.36
Balance Brought Forward from Previous Year 3992.59 3290.81 1989.55 1721.80
Purchase/Sale of Non-controlling Interest 38.48 (18.72) - -
Dividend (58.95) (14.73) (58.95) (14.76)
Tax on Dividend (9.92) (9.84) (9.92) (9.85)
Ind AS 116 Adjustment (55.01) - (3.44) -
Balance Carried Forward 4525.46 3992.59 2224.64 1989.55

The Company has prepared the financial statements in accordance with Indian AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015read with Section 133 of Companies Act 2013 (the 'Act') and other relevant provisions ofthe Act.

There are no material departures from the prescribed norms stipulated by the AccountingStandards in preparation of the Annual Accounts. Accounting policies have beenconsistently applied except where a newly issued accounting standard or a revision to anexisting accounting standard requires a change in the accounting policy hitherto in use.Management evaluates all recently issued or revised accounting standards on an ongoingbasis. The Company discloses consolidated and standalone financial results on a quarterlybasis which are subjected to limited review and publishes consolidated and standaloneaudited financial results on an annual basis.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

The Company is a global Technology BPM and Digital Solutions organization providingintelligent solutions for data driven businesses to increase productivity and enhance thecustomer experience.

On a Consolidated basis your Company achieved revenue from operations of Rs.12033.24million higher by 6.2% as compared to Rs.11334.90 million in the previous year.

The company recorded a non-recurring impairment charge of Rs.157.72 million relating tothe goodwill balance of Duo a step down subsidiary due to sale of company's business toa third party and subsequent sale of equity in the company. This was a non-core businessfor the company and the impairment charge was necessary given the sale of business andequity in step down subsidiary in April-2020.

The profit after tax for the current year was Rs.618.27 million ( Rs.775.99 millionwithout considering goodwill impairment as stated above) as compared to '844.75 million inthe previous year.

COVID also impacted our revenue and profit before taxes by '90 million and '80 millionrespectively.

The revenue from operations on a standalone basis is '4158.35 million higher by 6.7%as compared to '3896.72 million in the previous year. The profit after tax for thecurrent year was '307.40 million as against '292.36 million in the previous year.

DIVIDEND

The recent outbreak of novel coronavirus ("COVID-19") has caused worldwideunprecedented disruptions to business operations. The pandemic has impacted the ability ofcompanies across the globe to maintain steady operations and perform their respectivecontractual obligations. This in turn has led to the collapse of stock markets around theworld leading to the collapse of stock markets in India. A combination of all thesefactors has led to a decline in the overall volume of global economic activity.

Considering the above facts no dividend was recommended by the Board of Directors tothe shareholders for the financial year 2019-20.

The Board thinks that it is prudent to conserve cash in preparations for COVID-19contingencies as well as sustaining and growing the operations.

TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to GeneralReserve out of the amount available for appropriation. However credit balance of Profitand Loss of Rs.2224.64 million is transferred to Balance Sheet under the head 'Reservesand Surplus'

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND (IEPF)

In terms of Section 125 of the Companies Act 2013 ("the Act") unclaimed orunpaid Dividend relating to the financial year 2012-13 was due for transfer on November28 2020 to the IEPF established by the Central Government. More details are available onhttp:// www.datamatics.com/investors/unpaidunclaimed-dividend.

The Shareholders of the Company who have not received or encashed their dividendwarrants are requested to claim the unpaid/unclaimed dividend from the Company before itstransfer to IEPF.

The Members whose unclaimed dividends/shares have been transferred to IEPF may claimthe same by making an online application to the IEPF Authority in web Form No. IEPF-5available on www.iepf.gov.in.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits during the Financial Year 2019-20 in terms ofChapter V of the Act.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including the step downsubsidiaries) as on March 312020:

1. Cybercom Datamatics Information Solutions Limited

2. Lumina Datamatics Limited

3. Datamatics Digital Limited

4. Datamatics Staffing Services Limited

5. CIGNEX Datamatics Technologies Limited

6. LDR eRetail Limited

7. Datamatics Robotics Software Limited

8. RJ Globus Solutions Private Limited*

9. LD Publishing & eRetail Limited*

*Under process of striking off.

The Company has the following overseas subsidiaries (including the step downsubsidiaries) as on March 31 2020:

1. Datamatics Global Services Inc. (US)

2. Techjini Inc (US)@

3. Datamatics Infotech Limited (UK)

4. Datamatics Global Services Pty Limited (Australia)

5. Datamatics Global Technologies Limited (Mauritius)

6. Datamatics Global Technologies AG (Switzerland)

7. Datamatics Global Services FZ-LLC (Dubai)

8. Datamatics Global Technologies GmbH (Germany)*

9. Datamatics Global Services Corp. (Philippines)

10. Datamatics Robotics Software Inc (US)

11. Lumina Datamatics Inc. (US)

12. Lumina Datamatics GmbH (Germany)

13. Lumina Datamatics Assessment and Analytics LLC (US)

14. CIGNEX Datamatics Corporation (BVI)

15. CIGNEX Datamatics Inc. (Michigan)

16. CIGNEX Datamatics GmbH (Germany)*

17. CIGNEX Datamatics Pte. Limited (Singapore)

18. CIGNEX Datamatics UK Limited (UK)$

19. Duo Consulting Inc. (US)

20. RJ Globus Inc (US)

21. RJ Globus Solutions Inc (Philippines)

22. Datamatics Global Services BV (Netherlands)

@ Merged with and into Datamatics Global Services Inc. (US) w.e.f. April 12020.

* Liquidated w.e.f. June 13 2019.

# Under process of liquidation.

$ Dissolved as on March 312020.

In accordance with Section 129 (3) of the Act the statement containing salientfeatures of the financial statements of the subsidiaries in Form AOC-1 is given in thefinancials section.

Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany including Consolidated Financial Statements along with relevant documents andseparate Audited Financial Statements in respect of subsidiaries are available on thewebsite of the Company.

SHARE CAPITAL

As on March 31 2020 the paid-up share capital of the company was '294.75 milliondivided into 58949337 equity shares of Rs.5/- each fully paid up. During the year therehas been no change in the paid- up share capital of the company.

The authorized share capital of the company was Rs.975.5 million as on March 31 2020.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Rahul L. Kanodia retires by rotation at the ensuing Annual General Meeting("AGM") and being eligible offers himself for re-appointment.

Appointment of Mrs. Asha L. Kanodia as Non-Executive Director of the Company.

During the year under review Mrs. Asha L. Kanodia (DIN: 00008061) Non-ExecutiveDirector resigned from the office of director with effect from March 2 2020.

However considering her expertise and contribution to the company in the past theBoard of Directors on recommendation of Nomination and Remuneration Committee has againappointed Mrs. Asha L. Kanodia (DIN: 00008061) as an Non-Executive Additional Director ofthe Company with effect from September 10 2020 under Section 161 of the Companies Act2013. A resolution seeking shareholders' approval for her appointment forms a part of theNotice.

A brief profile along with necessary disclosures of Mrs. Asha L. Kanodia has beenannexed to the Notice convening the ensuing AGM.

Appointment of Mrs. Mona Bhide as Independent Director of the Company.

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company through Resolution by Circulation dated December 20 2019 hasapproved the appointment of Mrs. Mona Bhide (DIN: 05203026) as an Additional Directorunder section 161 and also as a Woman Independent Director of the Company subject toapproval of the Members for a term of 5 (five) years with effect from December 20 2019to December 19 2024.

The Company has received Notice under Section 160 of the Companies Act 2013 from theMember(s) of the Company signifying the candidature of Mrs. Mona Bhide for her appointmentas Non-Executive Woman Independent Director of the Company at the ensuing AGM not liableto retire by rotation.

A brief profile along with necessary disclosures of Mrs. Mona Bhide has been annexed tothe Notice convening the ensuing AGM.

Re-appointment of Dr. Lalit S. Kanodia Chairman & Whole Time Director

The members of the Company had at the 27th AGM of the Company held on August 28 2015re-appointed Dr. Lalit S. Kanodia as Chairman & Whole Time Director of the Company fora period of five years effective from May 15 2015. As per the terms tenure of hisappointment expired on May 14 2020.

On the recommendation of the Nomination & Remuneration Committee the Board ofDirectors at its meeting held on May 14 2020 has re-appointed Dr. Lalit S. Kanodia as aChairman & Whole Time Director of the Company for a further period of five years witheffect from May 15 2020 subject to the approval of the members.

A brief profile along with necessary disclosures of Dr. Lalit S. Kanodia has beenannexed to the Notice convening the ensuing AGM.

Re-appointment of Mr. Vinay Aggarwal as Independent Director of the Company.

The members of the Company had at the 27th Annual General Meeting held on August 282015 appointed Mr. Vinay Aggarwal as Independent Directors of the Company for a period offive years with effect from August 28 2015. According to his term the tenure of Mr.Vinay Aggarwal as Independent Director expired on August 27 2020.

On the recommendation of the Nomination & Remuneration Committee the Board ofDirectors at its meeting held on May 14 2020 subject to the approval of shareholders atthe ensuing AGM re-appointed Mr. Vinay Aggarwal as Independent Director of the Companyfor a further period of five years with effect from August 27 2020.

A brief profile along with necessary disclosures of Mr. Vinay Aggarwal has been annexedto the Notice convening the ensuing AGM.

Cessation of Director

Mr. Shahzaad S. Dalal's term as an Independent Director got completed on 22ndSeptember 2019.

The Board places on record its sincere appreciation for the invaluable contributionadvice and support rendered by Mr. Shahzaad S. Dalal during his tenure as Directors of theCompany

Declaration by Independent Directors.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they met the criteria of independence as prescribed under Section 149 (6)of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations").

The Board of Directors of the Company is of the view that all the Independent Directorsincluding those who are appointed/ reappointed during the year under review fulfils thecriteria of independence and they are independent from the management of the Company. AllIndependent Directors of the Company have confirmed that they have registered themselveswith Independent Directors'Database of IICA and will appear for the online proficiencytest of IICA if applicable.

MEETINGS OF THE BOARD

During the financial year five meetings of the Board of Directors were held thedetails of which are given in the Corporate Governance Report of the Company which formspart of this Report. The maximum interval between any two meetings did not exceed 120days as prescribed under the Act.

BOARD AND COMMITTEE EVALUATION

The Companies Act 2013 and SEBI Listing Regulations contains broad provisions on BoardEvaluation i.e. evaluation of the performance of (i) the Board as a whole (ii) individualDirectors (including Independent Directors and Chairperson) and (iii) various Committeesof the Board.

Pursuant to the said provisions the Board has carried out the annual performanceevaluation of the entire Board its Committees and all the Directors based on theparameters specified in the Report of Corporate Governance.

A separate meeting of Independent Directors was held to discuss the performance ofNon-Independent Directors Board as a whole and Chairman after considering the views ofExecutive Directors and Non-Executive Directors.

FUTURE GROWTH STRATEGY

With COVID-19 pandemic there is a high uncertainty around the global growth forecast.Though the IT and BPM industry is going to get impacted because of COVID-19 it is tooearly to forecast how the worldwide IT and BPM industry will fare in the next 12 months.

DATAMATICS RESPONSE TO COVID-19

For Datamatics the top priorities as an organization are:

1. Employee well-being

2. Focus on customers & retention

3. Manage cash flows & liquidity

Team Datamatics has done exceedingly well in managing on all the three fronts in theface of the current crisis. Also with a diversified customer base across the industriesDatamatics believes that the company is better prepared to face the challenge:

1. Employee well-being: The employees are of foremost importance for Datamatics.Protecting the health and life of all Datamaticians and their families occupies centerstage. At a company level Datamatics is implementing all the guidelines recommended bythe Government to ensure the safety and well-being of employees and to reduce the spreadof the pandemic in the society at large.

2. Focus on customers: Servicing and retaining all Datamatics customers is of paramountimportance. The current crisis and lockdowns with short notices have put high pressure onTeam Datamatics to deliver to its customers. Datamatics has enabled over 99% of employeesto work-from-home in a matter of very few days.

With the onset of a global economic slowdown many Datamatics customers will come understress with their business shrinking. It will naturally cause their priorities to changetowards scaling back conserving cash and exploring ways of becoming more efficient byleveraging digital technologies and perhaps redesign their core business. As thecustomers adopt digital technologies to drive their businesses it provides the company anexcellent opportunity to partner with them in implementing digital transformationsolutions that would enable them to remain competitive.

3. Managing cash-flow: This is a top priority for the company. The DatamaticsManagement team is keeping a keen eye on the cash flow taking all the necessary effortsto actively conserve cash and curtail all discretionary spends.

COVID-19 Enterprise Support Program Powered By TruBot

To help enterprises navigate the business risk and mitigate their productivity lossesDatamatics has launched 'COVID-19 Enterprise Support Program' Under this programDatamatics is offering free use of three TruBots until 30th September 2020.With this program the company aims to help the enterprises mitigate business risks andsuccessfully manage their operations remotely by using Datamatics TruBot. The company hasseen a good response to this program not only from the existing customers but also fromthe other enterprises which are using RPA for the first time.

KEY BUSINESS DRIVERS FOR DATAMATICS IN FY 21

• Products & Platforms: Datamatics is investing in developing as well asupdating its own IP solutions in the digital technology space. Datamatics products andplatforms such as TruBot for Robotic Process Automation TruCap+ for intelligent datacapture iPM for end-to-end workflow management TruBI for business intelligence &data visualization and TruFare for Automated Fare Collection are getting good traction inthe market.

• Partner and reseller channels: On the back of product strategy Datamatics isaggressively investing in expanding its partner network and has over 100 partners acrossthe globe. The evolving partner ecosystem will increase the sales momentum and will ensuresmooth implementation and support for Datamatics IP products globally. Notable inclusionsin the channel ecosystem are TCS as global strategic partner and Ingram Micro a globalbroad-based IT distributor as preferred reseller in India.

• Automated Fare Collection (AFC): This has been a key focus area for Datamaticswith it being the only Indian company to have highly evolved AFC Smart Gates andContactless Gates service offerings. Datamatics sees this as a huge opportunity inemerging economies around the world including India. Datamatics is also actively pursuingUS market and has recently won the automated fare collection contract for Memphis AreaTransit Authority (MATA) the public transportation provider for the Memphis area USA in2019.

• Digital Solutions - RPA Digital Experiences Cloud:

Datamatics is well positioned to implement digital technologies such as IntelligentData Capture Robotic Process Automation Digital Experiences Analytics Cloud andArtificial Intelligence for its customers. Datamatics with its experience and expertisehas carved a niche for itself towards becoming a strategic partner to its valued customersand offering intelligent solutions that will enable businesses to further evolve byimproving productivity and enhancing customer satisfaction. In FY20 Datamatics madesignificant efforts and investments in strengthening its digital footprint.

• Account Penetration: Datamatics has customers across industries; many of theseare Fortune 500 companies. Datamatics is focusing on deeper penetration within thecustomer accounts through account management for cross-selling and up-selling through itsintegrated sales and marketing efforts.

• Branding & Marketing: Datamatics has been investing in marketing andbranding efforts for increasing visibility strengthening digital footprint and geographicreach.

ROBOTICS PROCESS AUTOMATION (RPA)

This year the company released TruBot 4 the latest version of TruBot RPA. It has over25 new features making TruBot easier- to-use more secure and more intelligent to deliverautomation benefits to the customers. Some of the key features in the latest version suchas universal recorder integrated intelligent document capture proactive healthmonitoring dynamic bot station selector etc. are unique to TruBot and give the productan edge over the competition.

The company continued to receive several rewards and recognitions for TruBot includingGold Stevie Award 2019 by American Business Awards. TruBot has also been recognized withGlobal FinTech Innovation Awards 2019 by IBS Intelligence.

Datamatics participated in major RPA events across the globe for enhancing the marketvisibility and to generate new leads. Datamatics experts have been invited as key speakersand panellists at these RPA events besides being present at the booths to exhibit thecompany's products and soliciting business requests.

The strong presence in the global events & seminars and continuous engagement hasgiven a boost to the visibility of Datamatics solutions and the company has got a goodcoverage by reputed analyst firms including Gartner Everest NelsonHall etc.

• TruCap+ featured in Everest Peak Matrix - Intelligent Document Processing (IDP)Technology Vendors 2020 as

'MAJOR CONTENDER';

• TruBot recognised by Gartner Peer Insights as 'Voice of the Customer': RoboticProcess Automation Software 2019;

• Datamatics acknowledged by Gartner in Critical Capabilities for Robotic ProcessAutomation report;

• TruBot recognised by Quadrant Knowledge Solutions in SPARK Matrix: for RoboticProcess Automation 2019;

• TruBot recognised by Gartner in Magic Quadrant for Robotic Process AutomationSoftware;

• TruBot featured in the NelsonHall NEAT for Intelligent Automation Platforms 2019as 'HIGH ACHIEVER';

• Datamatics featured in Everest Group PEAK Matrix Assessment 2019: RPA -Technology Vendor Landscape as 'STAR PERFORMER';

• TruBot recognised by Juniper Research in Robotic Process Automation in Telecoms& Insurance 2019.

Further this year the Company has got good success in empanelling the partners for itsRPA program and is getting good response from these channel partners. A separate dedicatedteam has been managing these partners. Datamatics has appointed over 100 such partnersalready across the globe. These will add to the sales engine besides direct sales.

QUALITY

Your Company holds Quality as one of its foremost guiding light for its way of working.Customer delight continuous improvement and agile processes have been the objective ofyour Company for years and this has helped us to create and maintain a distinct edge overour competitors. The consistent high customer satisfaction ratings and effusive customertestimonials bear an eloquent testimony to this commitment for quality. Needless to sayquality at Datamatics has not only been a legacy but it has been strewn inseparably intoits culture tradition and character.

Your Company believes in the philosophy that quality encompasses and permeates everyaction and thought process. Quality at Datamatics goes beyond product and services andforms an integral part of the Datamatics culture. Quality is the DNA of your Company. Theindustry has always been kind in recognizing the Company's performance and this year tooDatamaticians and Datamatics featured prominently at various industry platforms by winningprestigious awards.

Your Company is the first and the only I.T. Company to have won the "InternationalAsia Pacific Award" for Quality in services sector. The Award was won againstcompetition from hundreds of companies from 38 countries spread across the worldincluding the US Japan Australia New Zealand Russia Canada China Israel SouthKorea Peru and Mexico. Your Company also won the prestigious "IMC IT Award forQuality" in January 2014. We have won the Global Quality Challenge award of one ofthe fortune 100 organizations for the ninth time.

Further significant initiatives of the Company towards quality are: 1) Certifications:

The Company's quality management systems (QMS) that forms the backbone of all theprocesses and the way day-to-day operations are carried out is a very comprehensive androbust standard that draws from a host of international standards and benchmarks.

This includes ISO 9001:2015 SEI CMMI ITIL Agile ISO 20000 and so on. The QMS hasbeen successfully assessed and certified for ISO 9001:2015 and SEI CMMi Ver 1.3 highmaturity level L4. During all the surveillance periodic assessment audits there has beenno major non-conformity observed. All the new centers that we added in the financial yearhave also been successfully assessed and certified to the above international standards.

As you are aware with the growing complexity of the digital economy the threat on theinformation security and data also increases in terms of complexity and impact. Yourcompany is fully aware of this challenge and we constantly keep upgrading our informationsecurity management systems (ISMS). Our operations and ISMS have been successfullyassessed and are compliant to ISO 27001:2013 SSAE 16 SOC 1 and SOC2 requirements andHIPAA requirements. The Company has also renewed its PCI-DSS certification. As you wouldbe aware these standards are extremely important for Financial Insurance and Healthcareindustries.

Our commitment to ensure a robust information security management system for ourcustomers has been bolstered by these certifications. We have implemented SecurityInformation and Event Management (SIEM) solution as well which will further strengthen theInformation security management. During the COVID 19 lockdown and remote workingmethodology there has been a palpable increase in the threat to information and datasecurity. Pre-empting such threats we are in the process of further securing our networksfrom any such unwanted attacks. There is a conscious thrust on risk management as anorganization strategy and the risks and mitigation plans are reviewed regularly at allpertinent levels.

A lot of thrust has also been put in enhancing the overall project management skills ofour project managers. As you would be aware your company is a Registered EducationProvider (REP) with Project Management Institute (PMI) for imparting Project ManagementProfessional (PMP) trainings. This financial year 17 project managers were certified asPMP. In the next financial year the focus on enhancing these skills across theorganization will continue.

GDPR REGULATIONS AND DATA PRIVACY ACT

As you would be aware General Data Protection Regulations (GDPR) the most importantregulation around data privacy in the European Union region came into force last year. Allour contracts with the customers in the EU region have been revised to incorporate therequirements of GDPR. Our processes have been further strengthened around the GDPRrequirements. A dedicated Data Protection Officer (DPO) has been appointed to addressissues if any raised around GDPR compliance. All the relevant employees and managementhave been trained on GDPR principles and requirements. GDPR awareness is an integral partof the employee induction program.

We are also gearing our processes to address all the requirements of the Data PrivacyAct of India.

2) Customer Satisfaction Tracking:

Your company conducts a customer satisfaction surveys at the end of every majormilestone to assess customer's perception of our services. The wholly automated surveyasks the customers their feedback on a range of parameters that measure their near andlong term perception about the company.

We feel proud to share with you that we continue a stellar performance on this count.Your company scored 5.18 on overall satisfaction rating on a scale of 1-6 1 being thelowest and 6 being the highest. Another highlight of this survey has been that 79% of therespondents have rated us in the top 2 boxes of the rating i.e. extremely satisfied andDelighted. 41 customers have rated us as delighted on all the parameters. We believe thatin the modern environment Customer Experience i.e. the impression that our customers makeduring their interaction with us is extremely critical. Customer Experience apart fromthe feedback on the hard deliverables is an integral part of these surveys. We are gladto share that the results are very positive on this front.

Apart from this the more frequent and real time Customer Feedback Capture mechanismthat captures feedback through other formal and informal channels also reports animproving trend in the customer sentiment towards our processes and performance.

3) Continuous Improvement - Lean Six Sigma

The Company has a mature and well-entrenched continuous improvement program. Thisprogram is based on the principles of Lean Six Sigma and Kaizen. The program focusses onmaking our processes more efficient productive accurate and cost effective. The programcontinues to deliver significant benefits to the organization with improvements inproductivity efficiency accuracy and customer satisfaction. Overall 430 Lean Six Sigmaprojects and 1900 Kaizens were successfully completed since 2007.

The Company has about 25 Six Sigma Green Belt and 47 Six Sigma White Belt certifiedprofessionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Beltcertified professionals. The Company spent over 2500 person hours of training aroundcontinuous improvement in the FY 2019-20.

HUMAN RESOURCES MANAGEMENT

During the Financial Year under review Human Resources function continued its globaltransformation initiatives in a volatile and complex business environment to cater tothe evolving organizational requirements. HR continued its catalyst role and enabled theprocess of change over to focus on resource planning for mid and long term. Theorganization continued its efforts to foster and drive the younger generation towardsfuture leadership. Towards the last quarter very dynamically the nation came to astandstill due to Covid-19 crisis and HR had to support employees dynamically as thefuture of work changed rapidly. The team handled swift transitioning to work from home foremployees across the globe to ensure near-BAU status. HR played a crucial role and hasbeen at the forefront since the pandemic outbreak to protect employees'& employer'sinterests equally to help transition to a workforce which is socially distanced yetmentally connected.

TALENT ACQUISITION

The Talent Acquisition Team ensured timely onboarding at the right cost & qualityacross diverse functions skills and geographies. The team has been using innovativemethods of hiring with an extensive focus towards mapping networking & social mediafor niche & leadership hiring. The team has stayed ahead of the curve with eminentindustry practices relevant to resume sourcing assessments interviewing backgroundverification negotiations and candidate engagement. Innovation has been the guidingprinciple towards relentless improvement and the team has employed avant-garde strategieslike brand-driven job posts video interviewing passive candidate engagement researchsocial media usage industry intelligence and effective referral programs. It has alsobeen a continuous effort to establish Datamatics as an Employer of Choice throughpowerful messaging around the key Employee Value Proposition.

LEARNING & DEVELOPMENT

The Learning and Development team believes in enabling enriching and co-creating acontinuous learning and improvement culture. It progressively strives to build andcultivate employee's career progression. A wide variety of blended learning opportunitiesare provided through various media like training workshops online modules on the floortraining LMS platform certifications and cross-functional projects globally.

TALENT MANAGEMENT

At Datamatics the Talent Management Strategy spreads across all the areas of talentcapability. Datamatics is committed to attracting and employing passionate skilled andcapable individuals who can thrive through standardized and transparent competency- basedpeople processes. The talent management team in order to align the people practices withthe business needs has carried out initiatives like an online competency platformlaunched on e-Dialogue which outlined role-specific critical competencies along with thespan of control required for every role 'Interviewing skills' workshops for all hiringmanagers/leaders across Mumbai and Nasik to enable them to conduct Competency BasedInterviews Technical/IT skills updation exercise for all software employees creation ofnew and engaging Datamatics Website page for HR showcasing the Employee Value Proposition& best practices. After detailed study & analysis of leading B-schools in IndiaDatamatics partnered with NMIMS and KJ Somaiya for a sponsored part-time MBA program. Theyoung & dynamic participants of Graduate Executive Program (GEP) take part in thisprogram as they continue their journey with Datamatics.

CORPORATE HR

Human resources oversee the most important component of a successful business - aproductive thriving workforce. The fundamental belief is people are assets whose work isdirectly related to current and future business success. Datamatics Global ServicesLimited was declared the winner of 1st Prize by the District Skill Development Employmentand Entrepreneurship Guidance Centre Nasik Government of Maharashtra on 15th July 2019(World Youth Skill Development Day).

The key initiatives undertaken during the year are highlighted as follows:

• Datamatics Diversity Charter (DDC): DDC was launched on the occasion ofInternational Women's Day as our pledge to encourage Diversity further. At Datamatics theconcept of Diversity is extended not only to gender but also Generation QualificationCulture Experience Ability Thoughts and Opinions. The Charter will bring in more focuson a) Equity in the Workplace b) Affirmative Actions and c) Inclusive work Environmentall based on merit. The efforts got recognized by UNGC formally when we earnedappreciation for being amongst Top 10 private organisations to promote diversity at work.

• Welcome back: post-maternity second innings' formally welcoming a femaleemployee back into the workforce post her Maternity Leave is the first new initiative aspart of the Charter.

• Climate Survey: An organization wide Climate Survey was launched with a focus ona comprehensive understanding of areas like Company practices Work engagement Totalrewards Opportunities People & Culture etc. The analysis is a result ofcollaborative expertise from various teams like AICS TruBot R&A and ISG.

• Apprentice Program: In an endeavour to promote apprenticeship in IndiaDatamatics is encouraging the hiring of apprentices under National ApprenticeshipPromotion Scheme (NAPS). Company is organizing NAPS training which consists of basictraining and on-the-job-training (OJT)/ practical training at Workplace. The organizationis also participating in the state-level apprenticeship program in Maharashtra for thetraining of new job seekers. Employment Promotion Programme (EPP). It is a scheme toprovide on- job training to Job Seekers for acquisition and up-gradation of skills. As of31 March 2020 Company had trained 1348 apprentices across various locations.

• Work From Home (WFH) Policy: Datamatics recognizes that WFH or remote working issuitable for employees in terms of cutting commuting time adjusting to urban lifestylereducing stress and improving work-life balance. WFH was introduced as a part of ourcommitment towards introducing Progressive HR policies for the benefit of the employees.This policy laid down the foundation on which Covid-19 induced crisis could be tackledrelatively smoothly.

• Retirement Planning: National Pension System (NPS) option was introduced lastyear for employees to plan their retirement benefit. NPS is an important milestone in thedevelopment of a sustainable and efficient voluntary defined contribution pension systemin India to provide old age security.

US and Overseas HR Operations

US has been a very strategic and critical geography for us contributing to significantchunk of the business. Throughout the year Team HR in USA took robust strides to ensurethat core Datamatics fabric remained consistent in the workforce.

With excellent execution of end-to-end employee lifecycle processes from hire toretire they got recognized and got awarded with "Stevie Award' in a prestigiousceremony last year.

Though different states within US had different regulatory guidelines that wereextremely dynamic in nature the team handled the transition very well of enablingemployees to work from home and took care of keeping the employees connected to theorganization. With all Overseas employees HR business partners maintained closecollaboration and responded promptly for all their needs.

Philippines Human Resource Operations

After the strategic acquisition of RJ Globus Philippines by Datamatics significantefforts have been undertaken to integrate the operations across entities. The entirePhilippines HR team worked with utmost efficiency as a well-oiled machinery to manageemployee lifecycle operations and corporate HR functions.

While acquiring Talent the team stayed ahead of the curve throughout the year. TheTalent Acquisition team was able to pull off business demands of bulk hiring with almost90% target achievement for several campaigns with minimal fallouts. The right talent ishired for the organization with rigorous evaluations and engaging on-boarding process.With Employee Engagement being a key focus area the team managed to have a motivatedemployee base with an energetic new hire orientation program to quickly align thenewcomers with the organization.

Employee communication forum led by HR eg HR Talk HR Counselling and Focus GroupDiscussions guided the employees to course- correct by identifying their work problemscauses and solutions. The most awaited event of the year was the Annual Recognition Partyan event that had a fine balance of recognizing and rewarding exceptional performance aswell as in-house talent entertaining the audience throughout. Last year RJ Globus joinedCall Center Association of Philippines also known as CCAP and now the team benefits fromseveral activities including seminars and other gatherings. As a Socially ResponsibleCorporate RJ Globus was always there to help those in need. From the victims of typhoonsto the evacuees of Taal the employees led the way in helping the crisis-hit regions intheir own small way. The annual outreach programs touched the lives of many in the societyvery positively.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company is activelyinvolved in ensuring that the employees/resources are aware of the provisions of the POSHAct and rights thereunder.

The Company has constituted an Internal Committee (IC) as required under POSH Act andthe constitution of the committee is in compliance with the said Act.

The Company has also adopted Anti-Sexual Harassment Policy in line with requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and is fully committed to uphold and maintain the dignity of every womanexecutive working in the Company.

Number of complaints pending as on the beginning of the financial year: 0

Number of complaints filed during the financial year: 0

Number of complaints pending as on the end of the financial year: 0

AWARDS & ACHIEVEMENTS

During the year in recognition for its performance and initiatives the Company(including Subsidiaries & Group Companies) and its employees received several awardsand recognition some of which are:

Datamatics Global Services Limited

• Datamatics recognised for being among the Top Companies in the Private sector atthe United Nations Global Compact Network India (UN GCNI) Innovative Practices Award"Women at Work" - March 2020.

• American Business Awards awarded Gold Stevie Award 2019 to TruBot.

• International Association of Outsourcing Professionals (IAOP) featuredDatamatics in the 'IAOP global outsourcing 100 list 2020'.

• IBS Intelligence recognised TruBot with Global FinTech Innovation Awards 2019.

• MRSI Golden Key Award acknowledged Datamatics for 'Best business impact throughanalytics'.

• NASSCOM awarded Customer Service Excellence Award 2019 to Datamatics.

• Datamatics won Rail Analysis India Award 2020 for TruFare its Automated FareCollection (AFC) product.

Lumina Datamatics

• Acknowledged by the Indo-American Chamber of Commerce at 15thIndo-American Corporate Excellence Awards 2019 as Runners-up for the 'Excellence inService Award'.

• World HRD Congress recognised Lumina Datamatics for 'Best Mature WorkforcePractices' at the India Human Capital Summit & Awards 2019.

• Recognised by World HRD Congress as 'National Best Employer Brands 2019' at the14th Employer Branding Awards.

• Acknowledged as 'Dream company to work for in ePublishing and eRetail' awardscategory at the 'Asia Pacific HRM Congress Awards 2019'.

Cignex Datamatics Technologies

• Acknowledged by Great Place to Work" Institute India as 'Great Place toWork' for the 3rd consecutive year in a row in the category of 'Small &Mid-Sized Organizations' for the year 2019-20

• Rated among Top 10 Companies in India as 'Safe Places to Work' in a survey byRainmaker.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Act read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as "Annexure - A"to this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars drawing remuneration in excess of thelimits set out in the said Rules forms part of the report. However having regard to theprovisions of the first proviso to Section 136(1) of the Act the Annual Report excludingthe aforesaid information is being sent to the Members of the Company. The saidinformation is available for inspection at the Registered Office of the Company during theworking hours. Any member interested in obtaining such information may write to theCompany Secretary at the Registered Office and the same will be furnished on request.

DATAMATICS' INSIDER TRADING POLICY FOR REGULATION OF TRADING BY INSIDERS

Datamatics has formulated an Insider Trading Policy for Directors and employees tocomply with SEBI (Prohibition of Insider Trading) Regulations 2015 (Regulations). Thispolicy is framed adopting the standards set out in the Regulations to regulate monitorand report trading by its employees to achieve compliance with the said Regulations

The Insider Trading Policy for Regulation of Trading by Insiders is available on ourwebsite https://www.datamatics.com/hubfs/Investors/Corporate%20Governance/Insider-Trading-Policv-1.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge confirms that:

(i) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year ended on that date;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a 'going concern' basis;

(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

SECRETARIAL STANDARDS

The Company has complied with secretarial standards issued by the Institute of CompanySecretaries of India on Board Meetings and Annual General Meetings.

Secretarial Auditor

The Company had appointed Mr. Tushar Shridharani Practicing Company Secretary toconduct the secretarial audit for the financial year 2019-2020. The Secretarial AuditReport for the financial year ended March 31 2020 is annexed as "Annexure - B"to this Report.

As per the requirements of the Listing Regulations Mr. Tushar Shridharani PracticingCompany Secretary have undertaken secretarial audit of Lumina Datamatics Limitedmaterial subsidiary of the Company for the FY 2019-20. The Audit Report confirms thatLumina Datamatics Limited have complied with the provisions of the Act Rules Regulationsand Guidelines and that there were no deviations or non-compliances.

INFORMATION ON AUDITORS' OBSERVATIONS

1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated FinancialStatements forms part of this Annual Report. There are no qualifications reservations oradverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

STATUTORY AUDITORS

Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of Companies Act 2013. In line with the requirements of theCompanies Act 2013 M/s. M. L. Bhuwania and Co. LLP Chartered Accountants (FirmRegistration No. 101484W/W100197) were appointed as the Statutory Auditors of the Companyto hold office from the conclusion of 29th Annual General Meeting till theconclusion of 34th Annual General Meeting subject to ratification byShareholders at each AGM. The requirement to place the matter relating to appointment ofauditors for ratification by Members at every AGM has been done away by the Companies(Amendment) Act 2017 with effect from May 7 2018.

During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under the Companies Act 2013 and other applicableprovisions of law.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION(1) OF SECTION 148 OF THE COMPANIES ACT 2013

As per provisions of sub section (1) of Section 148 of the Companies Act 2013 theCompany is not required to maintain cost records.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by auditors under sub-section (12) of Section 143 of theCompanies Act 2013

CORPORATE GOVERNANCE

Pursuant to the SEBI Listing Regulations Report on Corporate Governance for the yearunder review is presented in a separate section. A certificate from M/s. M L BHUWANIA ANDCO LLP confirming compliance of conditions of Corporate Governance as stipulated underthe SEBI Listing Regulations is annexed to this report.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management's Discussion and Analysis Report for the year under review asstipulated under Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ispart of this annual report.

COMPOSITION OF THE COMMITTEES OF THE BOARD

There are currently four Committees of the Board as under:

• Audit Committee;

• Corporate Social Responsibility Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee.

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the Notes to Financial Statements whichforms part of this Annual Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts arrangements and transactions entered by the Company with relatedparties during FY 2019-20 were in the ordinary course of business and on an arm's lengthbasis. During the year the Company did not enter into any transaction contract orarrangement with related parties that could be considered material in accordance with theCompany's policy on related party transactions.

Accordingly the disclosure of related party transactions in Form AOC-2 is notapplicable. However detailed disclosure on related party transactions as per IND AS-24containing name of the related party and details of the transactions have been providedunder financial statements.

The Company has formulated a Policy on Related Party Transactions which is alsoavailable on Company's website at http://www.datamatics.com/investors/corporate-aovernance. The Policy intends to ensure that properreporting approval and disclosure processes are in place for all transactions between theCompany and Related Parties.

POLICIES

The SEBI Listing Regulation mandated the formulation of certain policies for all ListedCompanies. In compliance with the above requirement all our policies are available on ourwebsite (http:// www.datamatics.com/investors/corporate-governance). The policies arereviewed periodically by the Board and updated based on need and new compliancerequirement.

In addition to its Code of Conduct key policies that have been adopted by the Companyare as follows:

Name of the Policy Brief Description Web Link
Whistleblower/Vigil Mechanism The Company has formulated and adopted a Whistleblower Policy/Vigil Mechanism for its Directors and Employees to report concerns about unethical behavior actual or suspected fraud or violation of Company's Code of Conduct and ethics. https://www.datamatics.com/about-us/ investor-relations/corporate-governance
Corporate Social Responsibility (CSR) Policy The Policy outlines the Company's strategy for bringing about a transformation in the quality of life of people in the society through social upliftment programs. The CSR vision of our Company is "Employability & Environment". https://www.datamatics.com/about-us/ corporate-social-responsibility-datamatics- global-services-limited
Policy on Material Subsidiaries The Policy is framed to determine Material subsidiaries of the Company and to provide governance framework for such subsidiaries of the Company. https://www.datamatics.com/about-us/ investor-relations/comorate-aovernance
Related Party Transaction Policy Related Party Transactions Policy is framed to ensure the proper approval and reporting of transactions between the Company and its related parties. https://www.datamatics.com/about-us/ investor-relations/comorate-aovernance
Insider Trading Policy The Policy provides the framework in dealing with the securities of the Company. https://www.datamatics.com/about-us/ investor-relations/corporate-aovernance
Policy for determination of Materiality of Events The Policy is framed to provide an overall governance framework for determination of materiality of events/information and to ensure timely and adequate disclosures of material events/information fully fairly correctly and transparently to the concerned authorities. https://www.datamatics.com/about-us/ investor-relations/corporate-aovernance
Document Retention and Archival Policy The Policy is framed to outline the guidelines for retention and archival for corporate records/documents of the Company. https://www.datamatics.com/about-us/ investor-relations/corporate-aovernance

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to the Company's policies safeguarding itsassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

The Audit Committee is responsible for implementing and maintaining the internalcontrol and periodically reviews the adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems.

The Company has adopted accounting policies which are in accordance with IndianAccounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)Rules 2015 read with Section 133 of Companies Act 2013 (the 'Act') and other relevantprovisions of the Act.

RISK MANAGEMENT POLICY

Risk Management is embedded in Datamatics operating framework. The Company has a dulyapproved Risk Management Policy which lays down broad guidelines for the appropriateauthority to identify assess categorize and prioritize risks in a timely manner andformulate plans for mitigation of such risks.

The Internal Audit function is responsible for assisting the Investment & RiskManagement Committee on an independent basis with full status of the risk assessments andmanagement. Operationally management process to identify key risks across theorganization and prioritize relevant action plans to mitigate these risks.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company during the financial year 2019-20 areannexed as "Annexure - C" to this Report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014.

SCHEME OF ARRANGEMENT

The Board of Directors at their meeting held on 13th November 2019 had approved theScheme of Amalgamation for the merger by way of absorption of Datamatics Digital Limited("the Transferor Company" or "DDL") with and into Datamatics GlobalServices Limited ("the Transferee Company" or "DGSL") pursuant toSection 230 to 232 and other relevant provisions of the Companies Act 2013 and the rulesmade thereunder. The rationale for the Scheme of Amalgamation was to integrate businesscarried on by both the companies economies of scale due to synergies of operationseffective coordination and better control over the activities rationalization andstandardization of business processes consolidation and simplification of DGSL groupstructure and reduction of administrative costs at DGSL group level etc. Since the entireissued subscribed and paid-up share capital of DDL is directly or indirectly held by theCompany no shares are required to be issued by the Company to the shareholders of DDL.

In accordance with the directions issued by the Hon'ble National Company Law TribunalMumbai Bench ('NCLT') vide its Order dated 20th February 2020 meeting ofequity shareholders and unsecured creditors of DDL and DGSL has been dispensed with.Further meeting of secured creditors is dispensed in the light of consent affidavit dated10th January 2020 given by Secured Creditors of DGSL.

DGSL and DDL have complied with all the requisite filings as per directions of theNational Company Law Tribunal Mumbai Bench ("NCLT"). The petition filed by DGSLand DDL was admitted by the NCLT vide its order dated 31 July 2020 and the final hearingfor the same will be scheduled shortly during which the NCLT Bench Members pronouncedthat the disposal of petition is reserved for final order.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operations in future.

ANNUAL RETURN

Extract of the Annual Return for the Financial Year ended on March 312020 as requiredby Section 92(3) of the Act and Rule 12(1) of the Companies (Management &Administration) Rules 2014 is annexed as "Annexure - D" to this Report and canbe accessed at www.datamatics.com under the 'Investor' Section.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Details relating to conversation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 are mentioned hereunder:

A. CONSERVATION OF ENERGY:

i) Our Company being in IT & ITeS industry our operations are not energyintensive. Adequate measures have been taken to conserve energy.

ii) The Company has not taken any steps for utilising alternate sources of energy.

iii) There were no additional capital investment on energy consumption equipments andproposals if any being implemented for reduction of consumption of energy as the natureof the Company's operations entails a very low level of energy consumption.

B. TECHNOLOGY ABSORPTION:

i) Every effort is made by the Company to update the technological skills of itstechnical staff in order to ensure that they possess adequate skills to enable them toservice the Company's clients.

ii) The Company has not imported any technology during the year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earned in terms of Actual Inflows : Rs.2469.83 million.

Foreign Exchange Outgo in terms of Actual Outflows : Rs. 212.55 million.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year under review as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is part of this annual report and is annexed as "Annexure -E" to this Report.

ACKNOWLEDGEMENTS

Your Directors' place on record their deep appreciation to employees customersshareholders vendors bankers financial institutions Governments authorities and otherstakeholders at all levels for their hard work dedication and commitment. Our consistentgrowth was made possible by their hard work solidarity cooperation and support.

For and on behalf of the Board
Place : Mumbai Dr. Lalit S. Kanodia
Date : September 10 2020 Chairman
DIN: 00008050

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