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Majesco Ltd.

BSE: 539289 Sector: IT
NSE: MAJESCO ISIN Code: INE898S01029
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VOLUME 42503
52-Week high 1019.00
52-Week low 12.20
P/E 11.81
Mkt Cap.(Rs cr) 264
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OPEN 94.00
CLOSE 92.90
VOLUME 42503
52-Week high 1019.00
52-Week low 12.20
P/E 11.81
Mkt Cap.(Rs cr) 264
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Majesco Ltd. (MAJESCO) - Director Report

Company director report

To the Members

Your Directors have pleasure in submitting the 7th Board of Directors'Report along with the audited financial statements of the Company for the year endedMarch 31 2020.

1. FINANCIAL SUMMARY

(Rs.in Lakhs)

Particulars

Consolidated

Standalone

Continuing Operations*

Discontinued Operations*

Year ended March 31 2020 Year ended March 31 2019 Year ended March 31 2020 Year ended March 31 2019 Year ended March 31 2020 Year ended March 31 2019
Revenue from operations
Information technology services 103338 97898 1865
Reimbursement of expenses from customers 710 912 70
Rental Income 1024 974
Total Operating Revenue 104048 98810 1024 974 1935
Other Income 2172 2810 815 2359
Total Income 106220 101620 1839 3333 1935
Employee Benefitsand other expenses 92.384 89292 1120 1303 2.089
Depreciation and amortization expenses 3401 1961 62 69 73
Finance costs 202 361 34 28
Total Expenses 95987 91614 1216 1400 2162
Exceptional items - expense/ (income) (1497) (274) (1869)
Profit Before Tax 11730 10280 2492 1933 (227)
Tax expense 2707 3106 95 534 (45)
ProfitAfterTax 9022 7174 2397 1399 (182)
Other Comprehensive Income 3972 13 (1)
Total Comprehensive Income 12995 7187 2397 1399 (183)
Earnings per share of face value of Rs.5/- each
Basic (') 24.28 19.14 8.42 4.95 (0.64)
Diluted (') 23.46 18.36 8.13 4.76 (0.62)

*Revenue from India Insurance Products Services Business was sold with effect fromApril 1 2019 and accordingly has been considered as discontinued operations. The Companyamended its Memorandum of Association to include renting of property as one of the mainobjects and accordingly rental income is considered as revenue from operations andclassified as Continuing Operations.

Financial Statements for the year ended March 31 2020 have been prepared in accordancewith Indian Accounting Standards (Ind- AS) as prescribed under Section 133 of theCompanies Act 2013 (hereinafter referred to as "the Act") read with Rule 3 ofthe Companies (Indian Accounting Standards) Rules 2015 as amended and the Companies(Indian Accounting Standards) Amendment Rules 2016.

2. COVID-19 IMPACT

The COVID-19 pandemic is rapidly evolving and having a material impact on how thebusinesses operate. Majesco Leadership Team continues to actively monitor the situation tominimize any impact on its employees customer projects service and support.

Majesco Group has taken immediate action and the majority of employees have beenworking remotely since March 16 2020. Since then all business operations of the Companyhave been functioning normally. We have adopted best practices for working virtually withour customers to ensure projects continue to move forward. The swift implementation of theplan has ensured that we have not experienced any disruptions to our business operations.

3. RESULTS OF OPERATIONS a) Consolidated operations

The Majesco Group registered total operating revenue of Rs.104048 lakhs for the yearended March 312020 as compared to Rs.98810 lakhsfortheyearended March 312019.

The Group earned a net profit of Rs.9023 lakhs for the year ended March 31 2020 ascompared to net profit of Rs.7174 lakhs for the year ended March 31 2019. Analysis ofthe Operating Revenue region-wise offering-wise and line of business-wise is providedbelow.

Breakup of Operating Revenue by regions

Region

Year ended on March 31 2020

Year ended on March 31 2019

Rs. in Lakhs % of Revenue Rs. in Lakhs % of Revenue
North America 92370 88.77 84676 85.70
Europe 5977 5.74 6866 6.90
Others (India&Asia Pacific) 5701 5.49 7268 7.40
Total Operating Revenue 104048 100.00 98810 100.00

Operating Revenue by offerings

Offerings

Year ended on March 31 2020

Year ended on March 31 2019

Rs. in Lakhs % of Revenue Rs. in Lakhs % of Revenue
License 6326 6.08 2983 3.02
Professional Services 33940 32.62 37472 37.92
Cloud 41965 40.33 40110 40.59
Support 21817 20.97 18245 18.47
Total Operating Revenue 104048 100.00 98810 100.00

Breakup of Operating Revenue by Line of Business

Line of Business

Year ended on March 31 2020

Year ended on March 31 2019

Rs. in Lakhs % of Revenue Rs. in Lakhs % of Revenue
Property & Casualty 81716 78.54 69275 70.11
Life & Annuities 21830 20.98 28895 29.24
Non-Insurance 502 0.48 640 0.65
Total Operating Revenue 104048 100.00 98810 100.00

b) Standalone Operations

(i) Continuing Operations

Your Company reported a total income of Rs.1839 lakhs for the year ended March 312020 as compared to Rs.3333 lakhs for the year ended March 312019. The Company earned anet profit of Rs.2397 lakhs for the year ended March 31 2020 as compared to net profitof Rs.1399 lakhs for the year ended March 31 2019.

(ii) Discontinued Operations

During the year ended March 31 2020 there was no income earned by the Company as wellno loss / profit incurred from discontinued operations. During the year ended March 312019 the Company earned total income of Rs.1935 lakhs and incurred net loss of Rs.182lakhs.

4. RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31 2020.

5. DIVIDEND

The Board of Directors have approved and paid interim dividend @ 40% i.e. Rs.2/- perequity share of face value of Rs.5/- each for the financial year 2019-20. The dividendwill be placed for confirmation of the shareholders at ensuing 7th AnnualGeneral Meeting of the Company ("AGM").

6. CHANGE IN SHARE CAPITAL

During the year under review there was no change in authorized share capital of theCompany.

During the year under review the Company allotted 356506 equity shares of face valueof Rs.5/- each to various employees in Majesco group and Managing Director & GroupCFO of the Company on exercise of vested stock options. These equity shares rank paripassu in all respects with existing equity shares of the Company.

As on March 31 2020 the paid-up share capital of your Company stood atRs.143509735/- comprising 28701947 equity shares offace value of Rs.5/- each.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN MARCH 31 2020 AND DATE OF THIS REPORT & CHANGE IN NATURE OF BUSINESS

The Company's US Subsidiary Majesco entered into Merger Agreement on January 30 2020for Merger with InsPro Technologies Corporation a US based software leader in the lifeand annuity insurance market. In consideration for Merger Majesco (USA) paid USD 12million subject to adjustments (including for cash and certain debt of InsPro) on April1 2020. Accordingly upon closing of the Merger InsPro Technologies Corporation hasbecome a direct wholly- owned subsidiary of Majesco (USA) and a step-down subsidiary ofthe Company with effect from April 1 2020. The Company has made relevant disclosures inthis respect to the Stock Exchanges as required under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as "theSEBIListing Regulations").

8. SUBSIDIARY COMPANIES

Your Company has one direct subsidiary namely Majesco (USA) in which it holds 74.10%stake as on March 31 2020. Majesco (USA) has eight direct and indirect wholly ownedsubsidiaries as on March 31 2020.

In accordance with Section 129(3) of the Act Consolidated Financial Statements havebeen prepared which form part of this Annual Report. As required under Section 129(3) ofthe Act read with Rule 5 of the Companies (Accounts) Rules 2014 a statement containingthe salient features of the financial statements of the subsidiaries in the prescribedform AOC-1 is enclosed as Annexure - I to this Report.

In accordance with Section 136 of the Act the separate audited accounts of thesubsidiary companies will be available on the website of the Company https://ir.majesco.com/ and the Members desirous of obtaining the accounts of the Company'ssubsidiaries may obtain the same upon request. These documents will be available forinspection by the members till the date of AGM. Any member who wishes to inspect shallsend a request for the same on the e-mail id of the Company i.e.investors.grievances@majesco.com.

The Policy for determining Material Subsidiaries adopted by your Board in conformitywith the SEBI Listing Regulations can be accessed on the Company's website athttps://ir.majesco.com/policies/.

The details of subsidiary and step down subsidiaries as on March 31 2020 are givenbelow.

( Rs. in Lakhs)
Name of the Subsidiary Date of Incorpo ration Country Business

Turnover

Net Profit

As on March 31 2020 As on March 31 2019 As on March 31 2020 As on March 31 2019
Majesco 07-Apr- 1992 USA Information Technology Services 29809 34183 (4613) (4371)
Step Down Subsidiary
Majesco Software and Solutions Inc. 03-Jun- 1991 USA Information Technology Services 64835 54908 8701 5150
Majesco Canada Limited 09-Feb- 2009 Canada Information Technology Services 202 397 9 (2.03)
Majesco Sdn Bhd 29-Apr- 2000 Malaysia Information Technology Services 3399 4158 35 (650)
MajescoAsia Pacific Pte. Limited** 26-Mar- 1991 Singapore Information Technology Services 301 908 (541) 14
Majesco Software and Solutions India Private Limited$ 21-Oct- 2014 India Information Technology Services 37662 34895 4604 4814
Majesco (UK) Limited$ 23-Oct- 2014 UK Information Technology Services 2652 4404 115 166
Exaxe Holdings Limited# (acquired) 02-Nov- 1999 Ireland Information Technology Services NIL (1099) NIL
Exaxe Limited# (acquired) 16-Sep- 1994 Ireland Information Technology Services 3325 2462 (156) 705

" MajescoAsia Pacific Pte. Ltd. iswholly-owned subsidiaryof Majesco Sdn Bhd andstep-down subsidiary of Majesco (USA).

$ Majesco Software and Solutions India Private Limited and Majesco (UK) Limited arewholly-owned subsidiaries of Majesco Software and Solutions Inc. and step-downsubsidiaries of Majesco (USA).

# Exaxe Holdings Limited is subsidiaryofMajesco (USA) and Exaxe Limited iswholly-ownedsubsidiaryof Exaxe Holdings Limited and step- down subsidiary of Majesco (USA).

9. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI Listing Regulations Management Discussion andAnalysis Report forms part of this Annual Report.

10. BUSINESS RESPONSIBILITY REPORT

In accordance with Regulation 34 of SEBI Listing Regulations as amended BusinessResponsibility Report forms part of this Annual Report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofsub-sections (3) (c) and (5) of Section 134 of the Act that:

a) In preparation of the Financial Statements for the financial year ended March 312020 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;

b) We 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 fairview of the state of affairs of the Company as at March 31 2020 and of the profit of theCompany for the year ended on that date;

c) We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;

d) Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company whichare adequate and operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report the Company has seven Directors out of those three areIndependent Directors including one Woman Independent Director.

a) Resignation of Mr. Jyotin Mehta (DIN: 00033518)

as an Independent Director of the Company

Mr. Jyotin Mehta (DIN: 00033518) who was appointed as an Independent Director fortenure of five years from November 52018 to November 4 2023 resigned from the Companywith effect from March 2 2020 due to pre-occupation. He also confirmed that there was noother reason for his resignation from the Company.

b) Appointment of Mr. Vasant Gujarathi (DIN: 06863505) as an Independent Director ofthe Company

Mr. Vasant Gujarathi (DIN: 06863505) was appointed as an Additional IndependentDirector for tenure of five years with effect from March 3 2020 not liable to retire byrotation. Proposal for his appointment as an Independent Director is being placed for theapproval of members of the Company at the ensuing AGM. The Board recommends appointment ofMr. Vasant Gujarathi as an Independent Director for tenure of five years from March 32020 to March 2 2025 for approval by the members at the forthcoming AGM.

In the opinion of the Board Mr. Vasant Gujarathi is a person of complete Integrity. Hehas more than 35 years of experience in his field of work. He holds a Bachelor's degree inCommerce (Hons.) and is a fellow member of the Institute of Chartered Accountants ofIndia. His expertise / exposure in Audit Financial Systems Operations Risk ManagementRegulatory Compliance Internal Audit Services IT strategy implementation TalentManagement Corporate Governance review & Advisory Services Ethics Assessment andProgram Development etc. will add immense value on the Board of the Company.

c) Re-appointment of Mr. Venkatesh N. Chakravarty (DIN: 01102892) and Mrs. MadhuDubhashi (DIN: 00036846) as Independent Directors

The tenure of Mr. Venkatesh N. Chakravarty and Mrs. Madhu Dubhashi expired on April 292020. Proposal for their re-appointment as Independent Directors will be placed for theapproval of members of the Company. The Board recommends re-appointment of Mr. VenkateshN. Chakravarty and Mrs. Madhu Dubhashi as Independent Directors for tenure of five yearsfrom April 30 2020 to April 29 2025 for approval by the members.

d) Re-appointment of Mr. Farid Kazani (DIN: 06914620) as Managing Director & GroupCFO of the Company

The tenure of Mr. Farid Kazani (DIN: 06914620) as Managing Director & Group CFO isdue to expire on July 3 2020. Proposal for his re-appointment as Managing Director &Group CFO will be placed for the approval of members. The Board recommends re-appointment(including remuneration payable and other terms of re-appointment) of Mr. Farid Kazani asManaging Director & Group CFO for tenure of three years from July 4 2020 to July 32023 for approval by the members.

e) Retirement by rotation

Mr. Ketan Mehta (DIN: 00129188) Non-Executive Director of the Company retires byrotation at the forthcoming AGM and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment.

f) Independent Directors

All the Independent Directors have furnished declaration of Independence stating thatthey meet the criteria of independence as provided under Section 149(6) of the Act andRegulation 16(1) and 25(8) of the SEBI Listing Regulations and there has been no change inthe circumstances which may affect their status as Independent Directors during the year.

Further they also declared that they have complied with Rule 6 (1) of the Companies(Appointment and Qualifications of Directors) Rules 2014 with respect to the inclusion ofname in the data bank created by the Indian Institute of Corporate Affairs.

g) Key Managerial Personnel

Key Managerial Personnel for the financial year 2019-20

• Mr. Farid Kazani (DIN: 06914620) - Managing Director & Group CFO

• Mr. Radhakrishnan Sundar (DIN: 00533952) - Executive Director

• Mr. Kunal Karan - Chief Financial Officer

• Mrs.Varika Rastogi - CompanySecretary

During the year under review there were no changes in the Key Managerial Personnel ofthe Company.

h) Number of Board Meetings

The Board of Directors of the Company met six timesduringthefinancial year 2019-20. Thedetails of the Board meetings and the attendance of the Directors are given in CorporateGovernance Report which forms part of this report.

13. COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read withapplicable Rules made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution powers and role as areprescribed under Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.

The other statutory committees of the Board are given below:

i) Investors' Grievances and Stakeholders' Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

Details with regard to composition powers role meetings held and attendance ofmembers at meetings of the relevant Committee are provided in the Report on CorporateGovernance which forms part of this Annual Report.

14. BOARD'S PERFORMANCE EVALUATION

In compliance with requirement of the provisions of Section 178 of the Act read withRules framed thereunder and Schedule IV to the Act as well as Regulation 17(10) of theSEBI Listing Regulations the performance evaluation of the Board as a whole andindividual directors was carried out during the year under review. For financial year2019-20 the Company had adopted the Internal methodology for carrying out BoardEvaluation exercise.

Mr. Ashank Desai Non-Executive Director was requested to lead the performanceevaluation exercise. A structured questionnaire was prepared and circulated after takinginto consideration inputs received from the Directors covering various aspects of theBoard's functioning such as Board Structure & Development Board Meetings &Materials Key Board Responsibilities & Reporting Board Management RelationshipBoard Committees' Effectiveness Board Mission.

The outcome of the evaluation of the Board was comprehensively discussed at the meetingof Nomination and Remuneration Committee and Board Meeting.

Performance Evaluation process for Independent Directors was based on the declarationsreceived from Independent Directors that they fulfilled the criteria of independence asrequired under the Act and SEBI Listing Regulations.

15. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. Thepolicy is approved by the Nomination and Remuneration Committee and the Board of Directorsof the Company.

This policy is available on website of the Company and the link for the same isprovided below: https:// ir.majesco.com/policies/.

16. PEOPLE PRACTICES

Majesco Group deploys its intellectual capability to create and deliver intellectualproperty-driven solutions that make a positive business impact for its global clients. Forthis the key success enabler and most vital resource is world-class talent. Majesco Groupcontinually undertakes measures to attract and retain such high quality talent.

The Human Resources team has been on a path of continuous progress and improvementconstantly on the lookout for creating better employees experience over the last year.

Project DeLorean: It is a combination of process improvements and new systemimplementations based on our three-year strategy that will transform the way Majescooperates. This is a huge investment in the automation and efficiencies that will fuelMajesco's future and enable our people capabilities with best-inclass technology. Itincluded:

- HCM Implementation: HR is undergoing digital transformation. Asignificant steptowards this was implementation of Oracle HCM for core HR and Absences. Idea is to bringin a single sign-on system to integrate all aspects of employee life cycle under onesystem empower managers and employees to manage their own system transactions therebyreducing dependency on HR team & save time. This has also helped in streamliningvarious processes to cut out redundancies. Core HR helps by providing employees with anintuitive personalized user system to manage personal and employment information easilyand securely. Absences module provides end-to-end functionality to request time off andview time off balances along with easy-to- use approval features for managers.

- ADP Implementation: Payroll services in India is now being managed by GlobalDelivery Center through Automatic Data Processing Inc. (ADP) one of the world'slargest providers of business outsourcing solutions. This also provides selfservicefunctionality for employees.

Cheers for Peers: We have implemented a new rewards and recognition platform called'Cheers for Peers'. It offers everyone a chance to give and receive recognition foroutstanding achievements. Through an interactive social platform employees will have theopportunity to recognize and thank their teams and peers for their contributions toMajesco's success.

Policy Updates: As part of continuous improvement policies have been periodicallyreviewed to make them more business relevant and employee friendly.

Career Architecture: Following industry best practices the entire organizationhierarchy structure was revamped and streamlined with the new career architecture. CareerArchitecture is an initiative that has helped create transparency and understanding aroundhow job titles and job grades at Majesco are organized relative to job responsibilitiesand scope. Career Architecture has served as a foundation to power our talent programsincluding recruitment compensation & total rewards career growth successionplanning and talent development.

3E Workshop: A cross-functional workshop was organized for leaders from allbusiness units and corporate functions. Agenda of the workshop was to understandimportance of 3E - Engage with customers Energize teams & Excel in collaborativeworking; Identify barriers to effective collaboration;

Brainstorm ways to collaborate amongst line managers across geographies; Finalize top10 action plans to implement. First of these action plans is streamlining the onboardingprocess to provide seamless integration of new joiners to the organization with a view tocreate a great first impression. This initiative is currently being implemented.

Remote Onboarding: In view of the current pandemic and remote working to enablebusiness continuity HR rolled out remote onboarding since March'20. Entire onboardingprocess is done online seamlessly as well as mandatory trainings and corporate induction.This has helped to equip new joiners to accustom to Majesco work culture and align to thebusiness needs faster.

GeekCafe: Continuous learning plays an important role in improving productivity.GeekCafe is an initiative to leverage the expertise within to build a better knowledgebase and help employees improve their technical and functional capabilities. HR team hasbeen instituting this in various Business Unit's across offshore.

Managing Remote Teams Training: In an effort to enable business continuity andalign to new normal of remote working we have rolled out a training for all managers onmanaging remote teams. This program gives insights into understanding benefits andchallenges of remote working tips to manage teams better and how to keep team membersengaged and motivated through difficult times to help improve productivity.

Navigating the Remote Life: In conjunction with the above training we have alsostarted a communication campaign for all employees with a few tips on how to navigate theremote life better. This series includes information from managing daily remote workingergonomics staying healthy to maintaining a positive outlook during the pandemicsituation.

As on March 31 2020 Majesco Group had a total headcount of 2512 (includingcontactors' employees). The Directors wish to place on record their appreciation for thecontributions made by employees to the Company during the year under review.

17. INTERNAL CONTROL SYSTEM

A strong internal control system is pervasive in the Company. The Company hasdocumented a robust and comprehensive internal control system for all the major processestoensure reliability offinancial reporting.

18. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations.

During the year such controls were tested and no reportable material weakness in thedesign or operations were observed. The Company has policies and procedures in place forensuring proper and efficient conduct of its business the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

The Company has a robust financial closure certification mechanism for certifyingadherence to various accounting policies accounting hygiene and accuracy of provisionsand other estimates.

19. STATUTORY AUDITORS AND THEIR REPORT

To fill the casual vacancy caused by resignation of M/s. Varma & Varma CharteredAccountants (Firm Registration no. 004532S) M/s. MSKA & Associates CharteredAccountants (ICAI Firm Registration no.: 105047W) were appointed as the Statutory Auditorsof the Company by the Board of Directors of the Company on July 4 2019 till the 6thAGM.

Further pursuant to Section 139(1) and other applicable provisions of the CompaniesAct 2013 at the 6th AGM held on August 6 2019 M/s. MSKA & AssociatesChartered Accountants (ICAI Firm Registration no.: 105047W) were appointed as theStatutory Auditors of the Company to hold office for a period of 5 consecutive years fromthe conclusion of the 6th AGM till the conclusion of the 11th AGM ofthe Company. The Statutory Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

Further the report of the Statutory Auditors is provided in the financial section ofthe Annual Report. The observations made in the Auditors' Report are self-explanatory anddo not contain any qualification reservation or adverse remark. Therefore it does notcall for any further comments.

20. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under M/s. Abhishek Bhate& Co. Company Secretary in Practice has been appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditor is enclosed as Annexure - II to thisreport. The report is self-explanatory and does not contain any qualification or adverseremark. Therefore it does not call for any further comments.

21. INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules2014 the Internal Audit function is performed by M/s. Suresh Surana & Associates LLPChartered Accountants. The Internal Auditor presents its report to the Audit Committee.The scope functioning periodicity and methodology for conducting the internal audit hasbeen formulated in consultation with the Audit Committee.

22. REPORTING OF FRAUDS BY AUDITORS

During the year under review neither Statutory Auditors nor Secretarial Auditor havereported to the Audit Committee any instances of fraud committed against the Company byits officers or employees in terms of Section 143(12) of the Act.

23. RISK MANAGEMENT

The Company has clearly laid out framework to implement and monitor Risk ManagementPlan of the Company. The Audit Committee quarterly reviews the risks and remedial measurestaken in this regard. The risks are identified and discussed by Committee at its meetingon quarterly basis. The various risks are categorized as High risk Medium risk and Lowrisk and appropriate steps/ measures are taken/ initiated to mitigate the identifiedrisks from time to time.

24. PARTICULARS OF LOANS GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIESACT 2013

Details of loans guarantees investments covered under provisions of Section 186 ofthe Companies Act 2013 are provided in the notes to the Financial Statements.

25. RELATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year under review were at arm'slength basis and are in compliance with the applicable provisions of the Act and SEBIListing Regulations. There were no material significant related party transactions enteredinto by the Company with Promoters Directors or Key Managerial Personnel etc. which mayhave potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board fortheir approval. Omnibus approval is given by Audit Committee for the transactions whichare foreseen and repetitive in nature. A statement of all Related Party Transactions ispresented before the Audit Committee and Board on quarterly basis specifying the naturevalue and terms and conditions of the transactions. The said transactions are approved byAudit Committee as well as by Board.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website at https://ir.majesco.com/policies/.

There are no such related party transactions required to be reported in Form AOC-2enclosed as Annexure - III to this report.

26. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act the extract of annual return in Form MGT-9 isenclosed as Annexure - IV to this report and the same is placed on the Company'swebsite at https://ir.majesco.com/ financial-information/annual-reports/.

27. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations theCompany has established a Whistle Blower Policy/ Vigil mechanism and the same is placed onthe Company's website at https://ir.majesco. com/policies/.

The employees of the Company are made aware of the said policy at the time of joiningthe Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Majesco Group follows a strict zero tolerance towards sexual harassment at workplaceand has adopted a Policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder for preventionand redressal of complaints of sexual harassment at workplace.

Since the strength of female employees in the Company is less than 10 the Company doesnot have an Internal Complaint Committee (ICC) perse however Majesco as a group has morethan 10 female employees and have constituted ICC in accordance with requirements asprescribed under aforementioned statute.

During the financial year 2019-20 the ICC has not received any complaint on sexualharassment.

29. EMPLOYEE STOCK OPTIONS

The Board of Directors hereby confirm that there is no change in the Employee StockOption Plan ('ESOP') scheme plan I of the Company and the ESOP plan is in compliance withthe SEBI (Share Based Employee Benefits) 2014.

Disclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations2014 are available on the website of the company at the following link:https://ir.majesco.com/.

During the financial year 2019-20 no employee was granted stock option equal to orexceeding 1% of the issued share capital of the Company at the time of grant of options.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Act the Board of Directors of the Company hasformed a CSR Committee. The composition of CSR Committee and brief outline of the CSRpolicy of the Company with the initiative undertaken by the Company on CSR activitiesduring the year are set out in Annexure - V of this report in the format prescribedin the Companies (Corporate Social Responsibility Policy) Rules 2014. The CSR Policy isavailable on the website of the Company at https:// ir.majesco.com/policies/.

31. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 is givenbelow:

I. Information as per Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

a) Ratio of the remuneration of each director to the median remuneration of theemployees ("MRE") of the Companyfor thefinancial year 2019-20

Name of the Director Ratio to MRE
Executive Directors
Mr. Farid Kazani 7.19x
Mr. Radhakrishnan Sundar 0.62x
Non-Executive Directors
Mr. Venkatesh N. Chakravarty Not Applicable
Mr. Ashank Desai Not Applicable
Mr. Jyotin Mehta Not Applicable
Mr. Ketan Mehta Not Applicable
Mrs. Madhu Dubhashi Not Applicable
Mr. Vasant Gujarathi Not Applicable

b) Percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretaryin thefinancial year 2019-20:

Name of the Director/ Key Managerial Personnel % increase in remuneration* inthefinancial year 2019-20
Mr. Farid Kazani 32.40%
Mr. Radhakrishnan Sundar NIL
Mr. Venkatesh N. Chakravarty Not Applicable
Mr. Ashank Desai Not Applicable
Mr. Jyotin Mehta Not Applicable
Mr. Ketan Mehta Not Applicable
Mrs. Madhu Dubhashi Not Applicable
Mr. Vasant Gujarathi Not Applicable
Mr. Kunal Karan Chief Financial Officer 17.90%
Mrs. Varika Rastogi Company Secretary 15.00%

*Remuneration comprises of Gross Salary and Incentive as per Plan.

c) Percentage increase in the MRE during financial year 2019-20: #321.30%.

#The Median salary for the Company has changed upward since the majority of theemployees who were part of the India business delivery programs were transferred to itsstep down subsidiary MSSIPL during the financial year 2019-20. As against 79 employeeswith a median salary INR

912371 in March 2019 there were 6 employees as on March 2020 where in the mediansalary is INR 3833611 (321.3% variance over March 2019).

d) Number of permanent employees on the rolls of the Company as on March 31 2020:6

e) Average percentage increase made in salaries of employees other than ManagerialPersonnel in the financial year was 13.04% vis-a-vis increase of 16.36% in the salaries ofManagerial Personnel.

f) Affirmation that the remuneration is as per the remuneration policyof the Company:

We affirm that the remuneration is as per the remuneration policy of the Company

II. Information as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

The statement containing particulars of employees in terms of remuneration drawn isprovided in a separate annexure forming part of this report. However having regard toSection 136 of the Act the Annual Report excluding the aforesaid annexure is being sentto all the members of the Company and others entitled thereto. The said annexure is openfor inspection and any member who wishes to inspect shall send a request for the same onthe e-mail id of the Company i.e. investors. grievances@majesco.com.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and operations of theCompany.

33. PUBLIC DEPOSITS

Your Company has not accepted any deposits from public in terms of Section 73 and/ or74 of the Act.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy: considering nature of business of the Company energycosts constitute a small portion of the total cost and there is not much scope for energyconservation.

(i) the steps taken or impact on conservation of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy Not Applicable
(iii) the capital investment on energy conservation equipment's
(b) Technology absorption:
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financialyear)- Not Applicable
(a) the details of technology imported
(b) the year of import
(c) whether the technology been fully absorbed
(iv) (d) if not fully absorbed areas where absorption has not taken place and the reasons thereof the expenditure incurred on Research and Development Nil (Rs. 77 lakhs for FY 2018-19)

(c) Foreign exchange earnings and Outgo

Total foreign exchange used and earned by Majesco Limited

(Rs. in Lakhs)
Year ended March 31 2020 Year ended March 31 2019
Exchange used 48 75
Exchange earned Nil 22

35. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as prescribed under theAct and the SEBI Listing Regulations. A separate section on corporate governance practicesfollowed by the Company together with the certificate from M/s. Abhishek Bhate & Co.Company Secretary in Practice forms an integral part of this report.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India.

37. ACKNOWLEDGMENT

Your Directors place on record their appreciation for employees at all levels whosehard work and solidarity have contributed to the growth and performance of your Company.Your Directors also thank the customers vendors bankers and shareholders of the Companyfor their continued support.

Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.

For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Date: May 29 2020 Non-Executive Chairman & Independent Director
Place: Navi Mumbai DIN:01102892

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