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Mphasis Ltd.

BSE: 526299 Sector: IT
BSE 00:00 | 14 Oct 3266.40 136.35






NSE 00:00 | 14 Oct 3266.60 136.30






OPEN 3210.00
VOLUME 70386
52-Week high 3533.90
52-Week low 1280.30
P/E 50.24
Mkt Cap.(Rs cr) 61,186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3210.00
CLOSE 3130.05
VOLUME 70386
52-Week high 3533.90
52-Week low 1280.30
P/E 50.24
Mkt Cap.(Rs cr) 61,186
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mphasis Ltd. (MPHASIS) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting you the twenty ninth Annual Report of your Company forthe year ended 31 March 2020.


Key aspects of the financial performance of the Company are as follows:

(Rs. million)



Particulars Year ended 31 March 2020 Year ended 31 March 2019 Year ended 31 March 2020 Year ended 31 March 2019
Total Income 90214 79077 46704 35526
Expenses 75060 65004 32828 25799
Profit before taxation 15154 14073 13876 9727
Net Profit 11848 10734 12051 7694
Transfer to General Reserve 1205 769 1205 769

Note: The figures are rounded off to the nearest Rupee.

A detailed analysis of the performance is available in the section titled ManagementDiscussion and Analysis of Financial Condition and Results of Operations in this AnnualReport.


Technology companies globally have spent the past few years advising businesses topivot their strategy to be ‘Digital first'. As the ever-changing demand of consumerspowered by their new expectations through use of smart phones increase pressure onbusinesses; the only way enterprises can count on surviving and thriving is by beingagile nimble and disruptive. However what the world did not anticipate is a pandemicthat is literally a bolt from the blue; causing economies to grind to a halt. This hasimpacted global supply chains financial markets international and domestic travel crudeoil prices retail and consumer businesses among others. The latest Global FinancialStability Report shows that the financial system has already felt a significant impactand a further spiralling of the crisis could affect global financial constancy.

As we step into the ‘New Abnormal' universally we will undoubtedly witness shortto medium term impact including spike in volatility deterioration in market liquiditystress in funding markets surge in public borrowings and plummeting of the asset pricesall leading to a shrinking economy. However monetary fiscal and financial policies byvarious economies will work to cushion the impact of the pandemic shock and to ensure asteady sustainable recovery once the virus is under control. The pandemic althoughextensive in its impact on industry is not indicative of a structural change; it does notsignal a break in the system. It is a pause and growth will return and markets willself-correct.

What is most critical for organizations to action in the new abnormal is to think aheadand strategize on two core aspects. In the short term - how to manage a graduallyre-opening of business focusing on key products and services restructuring theirpriorities as well as employee and customer initiatives. Once this starts to take rootenterprise focus is likely to very quickly pivot to focusing on how to trigger the nextwave of business growth. Going by the imperative that the pandemic has occasioned tovirtualize nearly every industry undoubtedly harnessing technology in all its forms isgoing to be a deciding factor for how companies survive and stay ahead. While the tsunamiof exponential technological advancements continues to stack over one another both inscale and impact; the technology industry will continue to write the operating system fordigital global economy one thing becomes more certain: digital adoption will accelerateexponentially. Even the most tightly regulated industries including banking insuranceand healthcare will accelerate transforming business operations with urgency seamlesslyand at scale. While it is tempting to backburner digital strategy organizations need torapidly rethink business models with digital first approach by embracing all forms ofmodernization and digital transformation to shorten time scales thus enabling end-to-enddigital transaction and integration to emerge stronger than before and survive thesetesting times.

From the dotcom bust to 9/11 to the great recession disruptions have thwarted digitalstrategies. According to Forrester Research "CIOs even have a cost-cutting playbookthat starts with hardware haircutting and elimination of new projects. But organizationsthat contained costs during past disruptions felt pressure from companies that took apro-investment approach when the global economy rebounded."

Your Company will spend all its efforts in leveraging the accelerated and urgent clientneeds and continue to become a trusted partner of choice to enable their transformation.Inspired by the exponentiality and disruptiveness of smart tech; as an Applied TechCompany Mphasis is enabling rapid development and constant renewal of its offeringswhile helping clients reduce their technical debt that comes with legacy. The Companyidentified a set of eight services to focus on as part of bringing ‘T back into IT'mindset - DevOps Cloud Native App Dev Legacy Modernization Enterprise Automation NextGen Data Application Management Services Infrastructure Management Services and CyberSecurity.

Mphasis reorganized its competency groups to become more agile and created virtualTribes around these services as cross-functional teams focused on developing evolvingand building next-gen offerings. The Company also reorganized the go-to- market teams asSquads on a need basis - with each portfolio Tribe having these Squads come together tobuild bid and deliver specific offerings (or a cross section of offerings) in an agilemanner. This is a strong indication of the Company's continued focus on buildingcapability along these services complimenting them with strong industry domain as well asmarket leading engagement methodologies using Design Thinking Architecture andEngineering capabilities to engage clients in solution design and problem identificationprioritization and deployment!.

Recently Amazon Web Services (AWS) awarded Mphasis the highest possible partnerstatus-Premier Consulting Partner in the AWS Partner Network (APN). This was a result ofsuccessfully delivering platform led enterprise portfolio modernization and migrationprograms on industrial Development Security and Operations (DevSecOps) foundations. Theacquisition and integration of Stelligent followed relentlessly on jointly achievingPremier Status by bringing the next generation of Dev (Sec) Ops enabled Cloud andCognitive solutions on to AWS. Your Company is working towards bringing a financialservice focused as well as horizontal set of solutions in application developmentmodernization data and DevSecOps harnessing the power of the AWS platform in 2020. Inaddition Mphasis' new Deep Learning algorithms are also available on Amazon Web Services(AWS) Marketplace for Machine Learning. The on-demand solutions target practicalenterprise use cases such as influence analytics insurance claims analysis payment cardfraud and image analytics for supply chain and logistics. AWS Marketplace is enablingMphasis put the power of machine learning into the hands of developers virtuallyeverywhere.

Mphasis NEXT Labs has been granted a U.S. patent for its artificial intelligence (AI)system for tracking managing and analyzing data from unstructured data sources. Thepatented algorithms have been integrated as part of Mphasis' NextLabs solutions such asHyperGraf™ a comprehensive feature-rich business intelligence and analyticssolution as well as DeepInsights™ a cognitive intelligence platform which enablesenterprises to gain faster and more effective access to insights from the data. The patentfurther validates Mphasis' leadership innovation and capability to assist clients inutilizing the latest artificial technologies to examine cognitive analysis and emergentdata.

In order to address the evolving needs and challenges Mphasis' clients face regardingtheir complex IT environment; your Company has partnered with various start-up andinnovation organizations including:

• QEDIT - to offer Privacy-Enhancing Technology solutions on Blockchain to enableenterprises fight fraud verify identities and uphold compliance with local data privacyregulations.

• Camunda - to boost clients' workflow and decision automation capabilities andgain a stronger digital foothold for existing Business Process Management (BPM) clients.

• Esgyn Corporation - to optimize Open-Source frameworks and expand industryfootprint by harnessing big data thus providing business insights for both operational aswell as strategic business needs.

• Quantel AI - to deliver AI-based Risk Management solutions to build contextualsolutions for its clients across multiple industries.

Mphasis is poised to embrace a year of uncertainty while at the same timehaving afinger on the pulse of change as we help clients reinvent themselves for changed times.This will require staying ahead of competition while remaining close to employees clientsand other stakeholders. When the world returns to business your Company will be riding thenext wave.


Your directors are pleased to recommend a final dividend of Rs.35/- per equity share ofRs.10 each for the financial year ended 31 March 2020 subject to your approval at theensuing Annual General Meeting.


Enterprise risk management (ERM) at Mphasis assists the company in identificationassessment monitoring mitigation and reporting of strategic operations financialcompliance and information risks. The program is aligned to the business strategy of theCompany and has the following objectives:

1. Make risk informed decisions - no big mistakes;

2. Find the unexpected before it finds you - no big surprises; and

3. Improve readiness to tackle uncertainty - bring clarity and certainty

A detailed analysis of monitored risks and their mitigation plans are available in thesection headed Management Discussion and Analysis of Risks and Concerns in this AnnualReport.


A report on Corporate Governance along with a certificate from a Practising CompanySecretary confirming the compliance for the year ended 31 March 2020 as required underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed andforms part of this Report.


Mphasis constantly encourages employees to be empowered and enthusiastic about work.The Company's HR programs are based on principles of equality and have been designed tosupport the Company's culture of high performance and innovation. We focus on attractingand onboarding the best-in-class future ready talent. In a move to aggressively pursue toptalent in this digital age we have implemented innovative processes enhanced digitalplatform characterized by state-of-the-art technology with skill community- based hiringcapabilities. We strongly believe in being an equal opportunity employer with focus ondiversity and inclusion - and this is embedded in our hiring approach. Mphasis enablesmeritocracy and skill-development through various programs aimed at ‘Pay forPerformance' and ‘Enable Skilling'. Our employees' pay structure and careerprogression are based on this ideology. This year we have also undertaken multipleinitiatives towards flexibility in leave/ vacation policies and better insurance programsacross the globe as we believe that we bring our best selves to work when we are able tobalance all our needs. Our employees have vouched for the success of this approachresulting in your Company being certified as an Employer of choice by the ‘GreatPlace to Work' institute and one of the Top fifteen Employers in the industry.

The Talent Next Program has evolved from a robust learning ecosystem into an overall HRecosystem through a more holistic Talent transformation approach. While in the previousyear Talent Next primarily focused on aligning the competency development requirements tothe X2C2 ™ strategy (read as capability building in Next Gen skills) andreward people for learnability in FY20 the focus shifted to linking Talent Next to theoverall Hire to Retire (H2R) processes. It became the focal point for strategic talentplanning and integrated the talent acquisition talent development performancemanagement employee productivity engagement total rewards and retention. The TalentNext platform matured into a cognitive automation tool with learning recommendation enginebased on both business requirements as well as employee aspirational needs. Further it ispowered with a host of immersive learning features and provides comprehensive learningresources for over 700 skills. On the learning adoption front there has been asignificant uptake compared to the previous year especially in the New Gen skills.

The importance that Mphasis levies on celebrating Inclusion and Diversity (I&D)within the organization has taken paramount precedence this year. The office of I&Dstrengthened its commitment further by hosting an array of activities. These activitiesranged from forums like ‘Integrated Circuit' for interaction with successful leadersparticularly women from the industry to sessions on inclusion of LGBTQ+ community withinthe work environment. Our consistent efforts in the I&D space have been instrumentalin us achieving accolades such as: ‘Best Employer for Diversity and InclusionPolicies (In Large Companies Category) awarded by Associated Chamber of Commerce andIndustry (ASSOCHAM) India Top 100 Best Companies for Women to work in India awarded byAvatar and Working Mother for 3 years in a row amongst other recognitions.

As Employee Engagement we recognized that every aspect of work should be re-imaginedshifting towards Employee Experience. Our engagement programs are conducted at variouslocations across the globe with calendared programs spread throughout the year spanningfrom Strategic Interventions to Rewards and Recognition Pulse Surveys EmployeeExperience and Communication Process Consulting while also driving engagement throughdigital channels. Further details of employee engagement and wellness initiatives aredescribed in the Business Responsibility Report forming part of this Report.



Mphasis' CSR is executed through its philanthropic arm Mphasis F1 Foundation. TheFoundation invests in the areas of education inclusion and livelihoods throughnon-profits and social enterprises (via incubators).

The current CSR strategy and operating principles aim to deliver substantial impactthrough identifying technology-based solutions/ projects applied within our focus areasthat benefit socially-excluded and economically disadvantaged groups. The selectionprocess of these projects includes due diligence through primary and secondary researchreference checks with existing partners along with formal review by the CSR AdvisoryCommittee to drive the innovative solutions in the social space. Through this approach ithas been possible to build strategic relationships in the social sector and have thepotential for scale and replication in the long term.

During the year the Company spent Rs.208 million on the CSR expenditure as against themandated spend of Rs.207.8 million.

The highlights of your Company's CSR activities are morefully described in the BusinessResponsibility Report forming part of this Report.


Mphasis Code of Business Conduct (COBC) provides broad direction as well as specificguidelines for all business transactions. The emphasis is on human rights prevention offraudulent and corrupt practices avoidance of conflict of interest prevention of SexualHarassment and unyielding integrity at all times. The Company is committed to theprovision of a workplace free of Sexual Harassment ("SH") and to provide aredressal mechanism for all complaints of SH without fear or threat of reprisals in anyform or manner whatsoever to all its employees irrespective of their gender and sexuality.

It is confirmed that during the year the Company has complied with applicableprovisions in relation to sexual harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 including the provisions relating to the constitution ofInternal Complaints Committee under the said act.

During FY 2020 54 sexual harassment complaints were filed out of which 43 complaintswere disposed off as on 31 March 2020. 11 complaints outstanding will be investigated anddisposed off within the prescribed time limits.


Mphasis Code of Conduct requires directors officers and employees to observe highstandards of business and personal ethics in the conduct of their duties andresponsibilities. As employees and representatives of the Company they must practicehonesty and integrity in fulfilling their responsibilities and comply with all applicablelaws and regulations. The Company has a Whistleblower Policy to enable persons who observeunethical practices (whether or not a violation of law) to approach the WhistleblowerCustodian without revealing their identity if they choose to do so. This Policy governsreporting and investigation of allegations that are breach of Code of Business Conduct andviolation under code for prevention of Insider Trading. This Policy covers all Mphasisgroup companies and its affiliates and further extends to all Mphasis suppliers andcontractors engaged in rendering their services.


The members at the twenty fifth Annual General Meeting held on 4 November 2016 hadappointed Ms. Jan Kathleen Hier as an Independent Director for a term of five yearseffective from 11 December 2015. Accordingly the current term of Ms. Hier expires on 10December 2020. Pursuant to Section 149 of the Companies Act 2013 and Regulation 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Ms. Hier iseligible for being re-appointed as an Independent Director for another term of fiveconsecutive years effective 11 December 2020 ("the Re-appointment"). The Companyhas received a Notice under Section 160 of the Companies Act 2013 from a memberproposing the Re-appointment. Pursuant to the recommendation of the Nomination andRemuneration Committee the Board at its meeting held on 13 May 2020 approved subject toapproval of the members at the ensuing Annual General Meeting the Re-appointment of Ms.Hier as an Independent Director.

In accordance with Section 152 of the Companies Act 2013 Mr. Amit Dalmia and Mr.David Lawrence Johnson will retire by rotation at the ensuing Annual General Meeting andare eligible for re-election.

The profiles of the present directors including the directors seeking appointment/re-appointment at the ensuing Annual General Meeting are provided in the Annual Report.

The Board recommends the appointment/ re-appointment of the above directors forapproval of the members. Accordingly necessary resolutions are being placed for approvalof the members at the ensuing Annual General Meeting.

Mr. V Suryanarayanan ceases to be the Chief Financial Officer of the Company effective15 May 2020 and will be retiring from the services by October 2020. The Board places onrecord its appreciation for the services rendered by Mr. Suryanarayanan as the ChiefFinancial Officer of the Company. The Board had at its meeting held on 16 March 2020appointed Mr. Manish Dugar as the Chief Financial Officer of the Company effective 15 May2020.


The members have at the twenty seventh Annual General Meeting held on 7 August 2018appointed M/s. BSR & Co. LLP (Registration No.101248W/W-100022) CharteredAccountants as the Statutory Auditors of the Company under Section 139 of the CompaniesAct 2013 for a period of 5 years from the conclusion of twenty seventh Annual GeneralMeeting till the conclusion of thirty second Annual General Meeting.

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their audit reports on the financial statements for the year ended 31 March2020.


The Board had in its meeting held on 6 February 2020 appointed Mr. S P NagarajanPracticing Company Secretary as the Secretarial Auditor of the Company for the financialyear ended 31 March 2020. In addition as required under the SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations 2019 the secretarial audit of Msource(India) Private Limited a material subsidiary has also been carried out.

As required under the Section 204 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2019 the secretarialaudit reports of the Company and its material subsidiary for the financial year 2020 areannexed and forms part of this Report. The audit reports do not contain any qualificationreservation or adverse remarks.


Information as per Section 134(5) of the Companies Act 2013 is annexed and forms partof the Report. Further based on the confirmation and certificates received the Board ofDirectors confirm that the Company has complied with the Secretarial Standards on theBoard Meetings issued by the Institute of Company Secretaries of India as applicable tothe Company during the financial year ended 31 March 2020.


The Company's business responsibility ingrains the spectrum of nine principles ofNational Voluntary Guidelines (NVG) issued by the Ministry of Corporate AffairsGovernment of India along with their key elements. The report has also incorporated theprinciples of the National Guidelines on Responsible Business Conduct (NGRBC) which are arevised version of the NVG's and are recommendatory as at the date. This is enabled by asuite of frameworks governance social objectives codified culture charters policiescode of conduct and management systems integrated with the business process. Your Companyreported its performance for the FY 2020 as per the BRR framework describing initiativestaken from an environmental social and governance perspective. A report detailing thebusiness responsibility practices for the financial year ended 31 March 2020 is uploadedon the website of the Company at and forms part of the Annual Report.



As on 31 March 2020 your Company has subsidiaries in Australia Belgium CanadaFrance Germany India Ireland Mauritius Netherlands People's Republic of ChinaPhilippines Poland Singapore the United Kingdom and the United States of America.

In accordance with Section 129 (3) of the Companies Act 2013 the consolidatedfinancial statements are attached to this Annual Report. Further a statement containingsalient features of the financial statements of subsidiaries in the prescribed Form AOC-1is annexed to this Report. The statements provide the performance and financial positionof each of the subsidiaries.

The financial statements of the subsidiaries are available for inspection of themembers at the Registered Office of the Company and are also being uploaded on the websiteof the Company A translated copy of the financial statements has beenprovided where such financial statements are in the foreign language.

A copy of the above financial statements shall be sent to the members upon request.


The Company's Employee Stock Options (ESOPs) are administered through the MphasisEmployees Equity Reward Trust and the Restricted Stock Units (RSUs) are administeredthrough the Mphasis Employees Benefit Trust. Further all the plans are administered bythe ESOP Compensation Committee of the Board.

The Company has two stock option plans in operation namely Mphasis Employees StockOption Plan - 1998 (ESOP 1998) (Version I and II) and Mphasis Employees Stock Option Plan-2016 (ESOP 2016) in addition to the Mphasis Restricted Stock Unit Plan -2015 (RSU 2015).During the year the Company has allotted 316768 shares pursuant to the exercise of stockoptions and Restricted Stock Units.

The information to be disclosed as per Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014 for the financial year ended 31 March 2020 isannexed with this Report and also uploaded on the website of the Company

The Board of Directors of the Company in its meeting held on 13 May 2020 based on therecommendations of the Nomination and Remuneration Committee and the ESOP CompensationCommittee and subject to the approval of the members of the Company in this regardkeeping in view the talent retention measures to enable the employees to further alignwith the long term interests of the Company and considering the capital market downtrendin the recent past in wake of COVID-19 approved extension of the exercise period underEmployee Stock Option Plan 2016 (ESOP 2016) to sixty (60) months from the present exerciseperiod of thirty six (36) months.

Further the Board had at the above meeting based on the recommendations of theNomination and Remuneration Committee and the ESOP Compensation Committee and subject tothe approval of the members of the Company in this regard keeping in view the employeeretention measures and as a gesture of gratitude to the retiring employees have approvedacceleration of the unvested stock options as at the date of retirement if the same isapproved by the Compensation Committee. The accelerated options are proposed to be allowedto be exercised within 6 months from the date of retirement.

As per the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014 any amendments to the stock option plans of the Company requires theapproval of the members by means of a special resolution. Further a separate specialresolution is required to be passed by the members if the benefits of such amendments arerequired to be extended to the employees of the subsidiary companies. Accordinglynecessary resolutions in connection with the above are being placed before the meeting atthe ensuing Annual General Meeting. The Board of Directors recommends the said resolutionsfor approval of the members by means of special resolutions.


No director was interested in any contracts or arrangements existing during or at theend of the year that was significant in relation to the business of the Company. Nodirector holds any shares or stock options in the Company as on 31 March 2020 except Mr.Nitin Rakesh Chief Executive Officer and Executive Director who holds 909000 stockoptions. None of the directors had any other interest in the share capital of the Companyas at 31 March 2020. All the transactions entered into with Related Parties as definedunder Section 2(76) of the Companies Act 2013 and Regulation 23 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 during the financial year were in the ordinary course of business and are at anarm's length basis.

The Company has a policy for dealing with Related Party Transactions which has beenuploaded on the Company's website at The particulars of the contract orarrangements with the Related Parties in form AOC-2 is annexed and forms part of thisreport.


During the year under review the Company has allotted on various dates 316768shares pursuant to the exercise of stock options and restricted stock units.The IssuedShare Capital of the Company as on 31 March 2020 stood at Rs.1865 million and Reservesand Surplus stood at Rs.56431 million (consolidated basis) and Rs.34907 million(standalone basis) respectively.


The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is given in an annexure and forms part of thisreport.

However in terms of Section 136(1) of the Companies Act 2013 the report is beingsent to the Members excluding the aforesaid Annexure and shall be available for inspectionof the members till the date of the Annual General Meeting at the registered office ofthe Company during working hours. Any Member interested in obtaining a copy of theAnnexure may write to the Company Secretary at the Registered Office of the Company.

In terms of proviso to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the particulars of the employees posted and working ina country outside India is not circulated to the members but the same shall be filed withthe Registrar of Companies while filing the Financial Statements and Board's Report.


The extract of the Annual Return as at 31 March 2020 in Form MGT-9 is annexed and formspart of this Report.


The particulars of Loans Guarantees and Investments under Section 186 of the CompaniesAct 2013 are disclosed in the financial statements of the Company.


Your Company has not accepted any deposits from the public and as such no principal orinterest was outstanding as on the date of the Balance Sheet.



Your Company's operations involve low energy consumption. Mphasis is committed toconserving energy and efficient usage of energy. The key facilities have been awarded5-star 4-star or 3-star rating by Bureau of Energy Efficiency Government of India (BEE)for the last 7 years. The rating is a nationally accepted industry benchmark and Mphasisis certified by BEE in India. Your Company has been awarded by Confederation of IndianIndustry an Environment Health and Safety (EHS) Award with a 3 rating for one of itsfacility at Bengaluru appreciating its sustainable initiatives. One of the Company'sfacilities at Bengaluru is certified ISO 14001:2015 by British Standards Institution (BSI)showcasing the demonstration towards the Environmental management system.

The Company has installed lighting energy savers and LED light fixtures remoteoperation of AC by software application occupancy sensors enthalpy system replacementof old Precision Air Conditioners (PACs) by new PACs which have environment friendly R 410refrigerant at data center to minimize power consumption and solar inverters at certainfacilities to promote sustainable energy usage. The old inefficient UPS are replaced bylatest state of the art UPS which are more than 95% energy efficient. Hydrogen sensingsystem are installed at all the UPS battery rooms to give advance alarm if the batteriesare heating up. The carbon footprints are monitored on a monthly basis. One of theCompany's facilities at Bengaluru has been certified LEED (Leadership in Energy andEnvironmental Design) Gold by United States Green Building Council (USGBC).

Your Company is one of the few IT companies in India who have implemented captiverenewable energy generation in multi-locations as part of its sustainability initiatives.


Particulars relating to technology absorption are not applicable.


(Rs. million)
(a) Foreign Exchange earned in terms of actual inflows during the year 38247
(b) Foreign Exchange outgo in terms of actual outflows during the year 9268


There were no significant material orders passed by the Regulators or the CourtsTribunals impacting the going concern status and the Company's operations in future.


Your directors acknowledge with thanks the continued support and valuable co-operationextended by the business constituents investors vendors bankers and shareholders of theCompany. The directors place on record their appreciation for the support from theSoftware Technology Parks of India the Department of Communication and InformationTechnology the Government of India Government of Karnataka Telangana MaharashtraTamil Nadu Reserve Bank of India other governmental agencies Trade Associations andNASSCOM. We also thank the government agencies of various other countries where we haveour operations.

Your directors would like to place on record their appreciation for the employees ofthe Company and its subsidiaries at all levels for their hard work and commitment. Theirdedication and competence have ensured that the Company continues to be a significant andleading player in the industry.

Your directors specially thank the employees in the front line and support staffs whohad acted selflessly to keep the business continuity during the challenging times ofCOVID-19 and have supported to serve our clients and other stakeholders in the challengingtimes.

For and on behalf of the Board of Directors
New Delhi India Davinder Singh Brar
13 May 2020 Chairman