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Tata Elxsi Ltd.

BSE: 500408 Sector: IT
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OPEN 1309.00
VOLUME 93860
52-Week high 1340.00
52-Week low 786.40
P/E 34.26
Mkt Cap.(Rs cr) 8,224
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1309.00
CLOSE 1309.55
VOLUME 93860
52-Week high 1340.00
52-Week low 786.40
P/E 34.26
Mkt Cap.(Rs cr) 8,224
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tata Elxsi Ltd. (TATAELXSI) - Director Report

Company director report

1. Your Directors are pleased to present the Twenty Eighth Annual Report on thebusiness and operations of the Company along with the Audited Statements of Accounts forthe financial year ended March 31 2017.

2. Result of Operations - Extract

Rs In Crores

2016-17 2015-16
Revenue from Operations 1233.04 1075.21
Other income 16.37 11.86
Total Income 1249.41 1087.07
Profit before financial expenses depreciation and exceptional items 288.42 258.95
Less: Financial expenses - -
Depreciation 26.92 22.61
Profit for the year 261.50 236.34
Less: Provision for Income tax 88.21 81.53
Profit after tax 173.29 154.81
Add: Profit brought forward 277.21 184.86
Amount available for appropriation 450.50 339.67
Dividend on Equity Shares - 43.59
Tax on Dividend - 8.87
General Reserve 10.00 10.00
Balance Profit carried to Balance Sheet 440.50 277.21

3. Dividend

Your Directors recommend for your approval a dividend of 160% (Rs 16/- per share) forthe year ended 31st March 2017 compared to 140% (Rs14 per share) in theprevious year.

This will involve an outgo of Rs 59.96 crores compared to Rs 52.46 crores in theprevious year including dividend distribution tax.

The Company has adopted a Dividend Distribution Policy (DDP) a copy of which isavailable in the Investors section of the company website:

4. Reserves

Your Directors have approved a transfer of Rs 10 crores to the General Reserves for theyear ended 31st March 2017 as against an amount of Rs10 crores in theprevious year.

5. Review of Operations

The total income during the year under review increased by 15% from Rs 1087.07 croresin the previous year to Rs 1249.41 crores.

The Profit Before Tax (PBT) increased by 11% from Rs 236.34 crores in the previous yearto Rs 261.50 crores. The Profit After Tax (PAT) increased by 12% from Rs 154.81 crores inthe previous year to Rs 173.29. Crores.

During the year under review your Company continued its momentum of growth despite theglobal slowdown in IT and R&D spend and adverse currency impact especially with theBritish Pound which depreciated over 20% during the year.

The growth was driven primarily by Your Company’s concerted effort in growing itsrevenues from design and technology services and focusing on select industry segments.This was supported by effective cost control and improved utilization.


Industry Outlook

In FY2017 IT-BPM exports from India is expected to reach USD 117 billion a 7.6%year-on-year growth. ER&D (Engineering Research & Development) continues to be thefastest growing segment at 10.5% driven by global OEMs increasingly embedding software& services into their products.

Business Analysis

Our operations are classified into two business segments i.e. Software Development& Services and Systems Integration & Support.

Software Development and Services

This business segment grew by 15.7% from Rs 1008.17 crores in the previous year to Rs1166.45 crores in FY17. The segment profit increased by 10.5% from Rs 259.66 crores in theprevious year to Rs 286.97 crores during FY17.

The software development and services segment consists of two distinct businessdivisions:

Embedded Product Design

The Embedded Product Design (EPD) division provides technology consulting new productdesign development and testing services for the broadcast consumer electronicshealthcare telecom and transportation industries.

We see an exponential increase in the technological complexity required to develop anddeliver new products and services. In addition advanced technologies like ArtificialIntelligence Virtual Reality Cloud based applications and IoT (Internet of Things) arebeing integrated into consumer contexts services and products.

Your company is actively investing in developing capabilities in these technologies andproviding solutions and services for the emerging technologies such as IoT (Internet ofThings) cloud mobility and artificial intelligence.

Customer experience is going to be the key differentiator for businesses of the future.The ability to provide users with products solutions and services that humanize thecomplexity of the underlying technologies and make them intuitive and easy to use willdrive customer delight loyalty and business growth.

This presents us with a unique opportunity to leverage our technological capabilitiesuser centric design and creative experience and position ourselves as an integrateddesign and technology services provider.

Tata Elxsi was awarded the ‘Best in Engineering Innovation’ award byElectronics Maker at the Best of Industry Awards ceremony 2016 in recognition of ourexcellence in delivering innovation to customers including technology consulting newproduct design development and testing services.

The key sectors addressed by EPD include:


We offer electronics software development and system design services for theautomotive rail and aerospace industry. We leverage our cross-technology expertise inmultimedia imaging connectivity technologies and well-established processes forautomotive software development to support both car manufacturers and system suppliers inproduct development and engineering.

We are also working on emerging requirements for mass transportation and urban mobilitysolutions for smart cities of the future.

We are actively investing in developing solutions and software components that helpaccelerate time to market and innovation for our customers. This includes solutions fornext-gen infotainment driverless cars and V2X.

We participated in leading trade shows and events such as the CES 2017 (ConsumerElectronics Show) in Las Vegas and Car HMI Europe 2016 in Germany where we showcased ourcapabilities and new product offerings for autonomous vehicles connected cars andnext-gen infotainment.

We are members of leading consortiums and technology standards bodies related to theautomotive industry such as Genivi and AUTOSAR and actively participate in associatedevents such as Genivi All Member Meet in California and Automotive Linux Summit in Japan.

Broadcast and Communications

We address the complete product development lifecycle from R&D new productdevelopment and testing to maintenance engineering for Broadcast Consumer Electronics andCommunications.

We engage with leading Broadcast and Communications service providers across the worldfor the development of value-added applications and help them reduce engineering costsassociated with development and deployment through cost-effective offshore services.

Emerging technologies such as IoT (Internet of Things) and Analytics are creating newopportunities to drive operational efficiency reduce costs deliver new services toconsumers and enable new streams of revenues for operators and product manufacturers.

We are investing in developing capability to support customers in these newtechnologies and help them in their digital transformation journey.

With the advent of a variety of screens platforms and communication technologies thecomplexity of test automation has scaled up exponentially for the broadcast industry.

We have developed a Test Automation solution that incorporates Artificial Intelligenceto enable operators automate their entire testing.

We continue to participate in leading international industry events and standardsbodies to strengthen our leadership position and keep abreast of technology trends.

Tata Elxsi featured in the leading broadcast event IBC 2016 (International BroadcastingConvention) with a session on the topic "What Caught My Eye: Future businessopportunities". We also featured in RDK Americas Summit 2017 with a session titled‘RDK + Machine Learning = Predictive Analytics That Satisfy’ where we sharedour insights on rise of Predictive Analytics fueled by Machine Learning.

Industrial Design and Visualization

Tata Elxsi helps customers develop endearing brands and products by using design andtechnology as a strategic tool for business success. It has supported the launch ofmultiple brands and products across the world winning various international awards fordesign and innovation.

This division services a broad spectrum of industries including automotive consumerelectronics retail & consumer goods and healthcare.

As an added offering we offer visualization services to help customers & marketingorganizations communicate their product capabilities better to their end consumers.

Tata Elxsi has won the coveted international iF Design Award 2017 for Kochi Metro RailLimited. Our comprehensive passenger experience design to develop India’s firstseamless and integrated transport system for Kochi Metro impressed the 58 professionaljudges from around the world.

Tata Elxsi was awarded the ‘Best Industrial Design Studio’ award 2016 by PoolMagazine - India’s first International Design Magazine. The jury recognized ouroverall approach to work and business and appreciated our work ethics teamwork customerresponse organizational response and open & transparent methodologies.

Systems Integration and Support

During the year under review our Systems Integration & Support segment reported aturnover of Rs 66.58 crores and profit of Rs 8.35 crores.

We implement and integrate complete systems and solutions for High-PerformanceComputing Computer Aided Design Virtual Reality Storage and Disaster Recovery. We alsoprovide Professional Services for maintenance and support of IT infrastructure in Indiaand overseas.

We continue to focus on increasing the share of software sales and support services inthis segment for improved margins.

We are also expanding our solution portfolio with technologies like 3D printing tocater to emerging industry needs.

Threats concerns and risks

Protectionist government policies and tightening of Visa rules especially in the USmay create barriers for on-site deployment of India-based talent. We are focusing onmaximizing offshore project execution and hiring locally wherever necessary and possiblein order to mitigate the impact of such policies.

Currency volatility continues to be a risk. Our revenues are well distributed amongstvarious currencies and geographies thereby reducing the impact from any single geographyor currency to some extent.

As a technology-led design company we continue to invest in acquiring and retainingthe best talent as well as continuous skill development to help absorb the rapid changesin technologies and deliver greater value to our customers.

We constantly endeavor to stay ahead of the technology curve by building capabilitiesand solutions to meet the current and future needs of our customers.

For example in the area of autonomous driving we have developed an indigenousautonomous vehicle middleware platform ‘Autonomai’ that integrates futuristictechnologies such as AI and deep learning to help OEMs (Original Equipment Manufacturers)and system suppliers rapidly build driverless cars of the future.

Internal Control Systems and their adequacy

We believe that internal control and risk management are necessary prerequisites of theprinciple of governance. Our Management is committed to ensuring an effective internalcontrol environment commensurate with the size and complexity of the business whichprovides assurance on the efficiency of operations and security of assets. We have aneffective internal control system which ensures that all our assets are safeguarded andprotected against any losses. We have co-sourced the internal audit function. We haveentrusted quarterly internal audits to an external Audit firm of repute. In addition thein-house internal audit team also regularly carries out audits of specific processes.Their annual audit plans are approved by the Audit Committee of the Board. Based on theinternal audit reports process owners undertake corrective actions in their respectiveareas and thereby strengthen the controls. Internal Audit Reports along with correctiveactions are discussed with the Management and are reviewed by the Audit Committee of theBoard which also reviews the adequacy and effectiveness of our internal controls.

Financial Analysis

20016-17 2015-16 Change over previous year

Percentage of Income

Crores Crores % 2016-17 2015-16
Sales and services 1233.04 1075.21 14.68 98.69 98.91
Other income 16.37 11.86 38.03 1.31 1.09
Total Revenues 1249.41 1087.07 14.93 100.00 100.00
Cost of sales 74.72 69.98 6.77 5.98 6.44
Personnel expenses 669.34 576.49 16.11 53.57 53.03
Financial expenses - - - - -
Depreciation/ Amortization 26.92 22.61 19.06 2.15 2.08
Other expenses 216.93 181.65 19.42 17.36 16.71
Total Expenditure 987.91 850.73 16.13 79.06 78.26
Profit before tax and exceptional items 261.50 236.34 10.64 20.94 21.74
Tax expenses 88.21 81.53 8.19 7.06 7.50
Profit after tax for the year 173.29 154.81 11.94 13.88 14.24

Analysis of Overheads

Items 2016-17 2015-16 Variance %
Rs crores Rs crores
Operating lease rent 15.84 15.73 0.70
Communication expenses 10.79 9.70 11.24
Inland travel and conveyance 8.24 8.03 2.61
Overseas travel 54.13 50.23 7.76
Consultant fees for software development 53.06 45.13 17.57
Provision for doubtful debts/ advances 0.58 0.82 -29.27

Significant Ratio Analysis

Sl. No. Particulars Unit 31.03.17 31.03.16
1 Earnings before interest depreciation and tax/Sales % 23.39 24.08
2 Profit before taxes/ Sales % 21.21 21.98
3 Profit after taxes/ Sales % 14.05 14.40
4 Current Ratio No. of times 4.14 2.32
5 Debt Equity Ratio Ratio
6 Earnings per share Rs 55.65 49.72

Human Resources

Your Company recognizes the critical importance of its human capital. As atechnology-led design company we continue to attract and retain top talent. Capacityaddition through the induction of fresh engineers and lateral hires are driven by theannual business planning exercise. Your Company takes significant initiatives to increaseefficiency through Leadership training Performance management Talent developmentEmployee engagement and Succession planning.

Our total headcount including consultants was 5205 as of March 31 2017.

Quality initiatives

We have instituted very strong quality processes in the execution of our softwaredevelopment projects and implemented robust information security management processes toassure our global customer base of the required level of confidentiality and protection ofdata and information. We have also been assessed and certified organization wide forindustry-specific standards such as ISO 9001:2008 and ISO 27001:2013. Additionally forMedical Engineering BU we have ISO 13485:2012 certification and for Automotive andTransportation BU we have Transportation SPICE OML5 certification.

Tata Business Excellence Model (TBEM)

Tata Business Excellence Model (TBEM) is a ‘customized-to-Tata’ adaptation ofthe globally renowned Malcolm Baldrige model. The TBEM philosophy has been molded todeliver a combination of strategic direction and concerted effort to maximize businessperformance. This is managed through an annual process of assessment and assurance. TBEMis administered and coordinated through TBExG a division of Tata Sons. Its criterion isdesigned to help Tata organizations use an integrated approach to organizationalperformance management that results in:

As one of the key companies within Tata group Tata Elxsi is covered under TBEM andassessed on an annual basis by a select team constituted by TQMS.

During this year’s assessment we crossed an important milestone and have beenrecognized as an ‘Emerging Industry Leader’.

7. Directors and Key Managerial Personnel

In terms of Section 152 of the Companies Act 2013 Dr. Gopichand Katragadda retires byrotation and being eligible offers himself for re-appointment.

Mr. Piyush Mankad Independent Director retired from the Board with effect fromNovember 19 2016 in terms of his appointment. The Board placed on record theirappreciation for the valuable contributions and guidance rendered by Mr. Mankad during histenure on the Board and the Committees in which he was member.

The Board on the recommendation of the Nomination & Remuneration Committee had atits meeting held on July 26 2016 appointed Mr. Sudhakar Rao as an Additional Director(Independent Director) of the Company with effect from August 01 2016. In terms ofsection 161(4) of the Companies Act 2013 Mr. Sudhakar Rao holds office up to the date ofthe ensuing Annual General meeting and being eligible offers himself for re-appointment.Notice has been received from a member u/s 161 of the Companies Act 2013 proposing Mr.Sudhakar to the office of the Directorship of the Company. The Board recommends theappointment of Mr. Sudhakar Rao as an Independent Director to hold office up to July 312021.

The Board on the recommendation of Nomination & Remuneration Committee at itsmeetings held on October 27 2016 and April 27 2017 has subject to the approval of themembers re-appointed Mr. Madhukar Dev as the Managing Director & Chief ExecutiveOfficer (MD&CEO) of the Company for a period of 2 years 8 months and 16 days witheffect from 16.01.2017 up to 1.10.2019.

During the year under review Five (5) Board meetings were held and have been wellattended by the Directors. The calendar of meetings for the year 2017-18 has beencirculated to all the directors detailing the schedule of Board and Committee meetingsduring 2017-18.

The Independent Directors have submitted their declaration that they fulfill therequirements as stipulated in Section 149 (6) of the Companies Act 2013. Pursuant toClause VII (1) of Schedule IV of the Companies Act 2013 the Independent Directors hadseparate meetings on 28th April 2016 during 2016-17.

Pursuant to the provisions of section 203 of the Companies Act 2013 the KeyManagerial Personnel (KMP) of the company are Mr. Madhukar Dev MD & CEO Mr. K.Ramaseshan CFO and Mr. G. Vaidyanathan Company secretary. There is no change in the KMPduring the year.

8. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that theCompany’s internal financial controls were adequate and effective during thefinancial year 2016-17.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that: (a) In thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanations relating to material departures; (b) The directors hadselected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of our stateof affairs at the end of the financial year and of our profit and loss for that period.

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding our assets and for preventing and detecting fraud and other irregularities;(d) The Directors have prepared the annual accounts on a going concern basis; (e) Thedirectors had laid down internal financial controls to be followed by us and that suchinternal Controls are adequate and were operating effectively; (f) The Directors havedevised proper systems to ensure compliance with provisions of all applicable laws andthat such systems were adequate and operating effectively.

9. Particulars on Remuneration

The statement showing the names of the top ten employees in terms of remuneration drawnand the information required under Section 197(12) of the Companies Act 2013 Read withRule 5(2) and 5(3) of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 forms part of the Directors’ Report and have not beenattached. However in terms of first proviso to Section 136(1) the particulars as referredabove are available for inspection at our Registered office during business hours onworking days up to the date of the ensuing Annual General Meeting. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary.

Particulars pursuant to Section 197(12) of the Companies Act 2013 Read with Rule 5(1)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 areprovided as under.

(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year:

Non-Executive Director Ratio to median remuneration
Mr. N G Subramaniam 9.17
Mr.Patrick McGoldrick 5.59
Mrs. S. Gopinath 9.39
Dr. G Katragadda 2.68
Pro. M.S. Ananth 3.13
Mr. Sudhakar Rao* -
Mr. Piyush Mankad * -
Executive Director
Mr. Madhukar Dev MD & CEO 78.33

*since the information is part of the year the same is not comparable (ForNon-Executive Directors (NEDs) only commission is considered).

(ii) Percentage increase in the remuneration of the Directors and KMPs for thefinancial year:

Directors Managing Director & CEO Chief Financial Officer and Company Secretary % increase in the remuneration of Directors/ KMP in the Financial year
Mr. N G Subramaniam 31.68
Mr. Patrick McGoldrick 14.36
Mrs. S. Gopinath 26.80
Dr. G Katragadda 6.50
Prof. M.S. Ananth* -
Mr. Sudhakar Rao* -
Mr. Piyush Mankad* -
Mr. Madhukar Dev MD & CEO 25.25
Mr. K.Ramaseshan CFO 13.69
Mr. G Vaidyanathan Company Secretary 42.35

*since the information is part of the year either current or past the same is notcomparable (iii) The percentage increase in the median remuneration of employees in thefinancial year: (-) 3.57% (iv) The number of permanent employees on the rolls of company:5205

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; The averageincrease in salaries of employees other than managerial personnel in 2016-17 was 11.5 %.Percentage increase in the managerial remuneration for the year was 20%.

(vi) The Company hereby affirms that the remuneration is as per the remuneration policyof the company.

The Board has adopted a Remuneration Policy as also the Charter for the Nomination& Remuneration Committee (NRC). The Policy covers the Policy on remuneration to ourManaging Director Key Managerial Personnel and other officers. The Charter lays down theRights Roles and Responsibilities of the NRC.

The Remuneration Policy and the Charter for NRC are available at links/Policies

10. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The particulars pursuant to section 134 (m) of the Companies Act 2013 is attached withthis report as Annexure-A.

11. Business Responsibility Report (BRR)

In terms of the regulation 34(2) (f) Securities Exchange Board of India (ListingObligations and Disclosures Requirements) Regulations 2015 (‘ListingRegulations") the Business Responsibility Report is attached as Annexure-B.

12. Risk Management Policy

The Board has adopted a Risk Management Policy to identify and categorize variousrisks implement measures to minimize impact of these risks where it is deemed necessaryand possible and a process to monitor them on a regular basis. More details are givenunder Section-6 of Corporate Governance Report.

13. Corporate Social Responsibility

Corporate Social Responsibility (CSR) committee has been constituted for the purposesof recommending and monitoring the CSR initiatives of the Company.

The Board on the recommendation of CSR Committee adopted a CSR Policy. The same isavailable on Company’s website at( The CSR objectives aredesigned to serve societal local and national goals in the locations that we operate increate a significant and sustained impact on local communities and provide opportunitiesfor our employees to contribute to these efforts through volunteering. The Annual Reporton the CSR initiatives undertaken by the Company as per the Companies (Corporate SocialResponsibilities Policy) Rules 2014 is annexed as Annexure-C. The detail of the CSRCommittee and its composition is given in section-7 of the Corporate Governance Report.

14. Corporate Governance

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Corporate Governance Report the ManagementDiscussion & Analysis Statement and the Auditors’ Certificate regardingCompliance of Conditions of Corporate Governance are part of this Annual Report.

15. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. JayashreeParthasarthy a Company Secretary-in-Practice was appointed to undertake the SecretarialAudit. The Report of the Secretarial Audit for the year ended 31st March 2017is attached to the Directors’ Report at page No. 39.

16. Prevention of Sexual Harassment

We have zero tolerance for sexual harassment at workplace and have adopted a Policy onprevention prohibition and redressal of sexual harassment at workplace in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder for prevention and Redressal of complaintsof sexual harassment at workplace.

No concerns have been raised under POSH during the year 2016-17.

17. Vigil Mechanism

Our company has established a "Vigil Mechanism" for its employees andDirectors enabling them to report any concerns of unethical behavior suspected fraud orviolation of the Company’s ‘Code of Conduct’.

To this effect the Board has adopted a ‘Whistle Blower Policy’ (WBP) whichis overseen by the Audit Committee. The policy provides safeguards against victimizationof the Whistle Blower. Employees and other stakeholders have direct access to theChairperson of the Audit Committee for lodging concerns if any for review.

The said policy has been posted on our intranet where all the employees have access.Our Company conducts ‘Policies Awareness Campaign’ regularly for its employeesat its various centers and the WBP also features in the campaign amongst others.

18. Others

There are no loans guarantees and investments made by us u/s 186 of the Companies Act2013 during the year under review.

The extract of Annual Return in MGT-9 is attached and forms part of the Directors’report. We have neither accepted nor renewed any deposit during the year under review.

The Unclaimed Dividend in respect to the financial year 2009-10 is due for remittanceto Investors’ Education & Protection Fund (IEPF) on August 31 2017 in terms ofSection 125 of the Companies Act 2013.

There are no material changes and commitments affecting the Company’s financialposition between the end of the financial year to which this financial statement relateand the date of this report.

19. Auditors

Delloitte Haskins & Sells (DHS) Chartered Accountants the Statutory Auditors whohave been appointed at the Annual General Meeting held on 18th July 2014 fora period of 3 years retires at the conclusion of the ensuing Annual General Meeting. TheBoard places on record their appreciation for the valuable contribution on the Audit andreview front made by Deloitte Haskins & Sells (DHS) during their long association withthe Company.

The Board has consented to recommend to the members the appointment of M/s BSR &Co. LLP Chartered Accountants as the statutory auditors of the company for a period of 5years from the conclusion of 28th Annual General Meeting up to the conclusionof the 33rd Annual General meeting to be held in the year 2022 subject toratification of their reappointment by the members at each AGM to be held between theabove periods. M/s. BSR & Co. LLP has confirmed vide their certificate dated April 122017 that they in compliance to the conditions provided in Section 139(1) read withSection 141 of the Companies Act 2013.

20. Acknowledgements

Your Directors wish to thank employees customers partners suppliers and above allour shareholders and investors for their continued support and co-operation.

On behalf of the Board of Directors
N.G. Subramaniam
Bengaluru 27th April 2017