Your Directors present their Thirty Third Annual Report together with the auditedaccounts of your Company for the year ended March 31 2020.
FINANCIAL RESULTS (STANDALONE)
|For the year ended March 31 ||2020 ||2019 |
|Income ||315916 ||281879 |
|Profit before Interest Depreciation and tax ||60663 ||61289 |
|Interest ||(667) ||(431) |
|Depreciation ||(6674) ||(6592) |
|Profit Before Tax ||53322 ||54266 |
|Provision for taxation ||(7977) ||(10469) |
|Profit after tax ||45345 ||43797 |
|Other Comprehensive Income ||(3234) ||1671 |
|Balance brought forward from previous year ||171952 ||150495 |
|Additions* ||- ||8 |
|Transition impact of Ind AS 116 net of tax (refer note 46 of financial statements) ||(78) ||- |
|Balance ||171874 ||150503 |
|Profit available for appropriation ||217130 ||194309 |
|Equity Dividends (Including tax on Dividends) ||(27522)1 ||(16411)2 |
|Transfer to retained earnings on account of options lapsed ||59 ||62 |
|Others** ||26 ||23 |
|Transferred to Special Economic Zone re-investment reserve (net of utilisation) ||(5540) ||(5928) |
|Contractual Obligation for Buy back ||- ||(103) |
|Buyback of equity shares (refer note 18(v)) ||(132) ||- |
|Balance carried forward ||184021 ||171952 |
Interim Dividend for the financial year ended March 312020 and Final Dividendfor the financial year ended March 312019
Final Dividend for the financial year ended March 312018
* Tech Mahindra Growth Factories Limited and Dynacommerce India Private Ltd have beenmerged with the Company consequent to the schemes of merger by absorption approved byNCLT Mumbai and Bengaluru (refer note No.33 to the financial statements)
**In FY 18-19 the business of Sofgen UK was transferred to Tech Mahindra UK Branch andSofgen India Private Limited has been merged with Tech Mahindra Limited.
The Board of Directors on February 24 2020 approved interim dividend ofRs. 10/- perequity shares (i.e. 200%) ofRs. 5/- each which was paid by the Company to the shareholderswhose names were appearing in the Register of Members as on March 3 2020 being the recorddate for the payment of dividend. Your Directors are pleased to recommend a final dividendof f 5/- per Equity Share (100%) payable to those Shareholders whose names appear in theRegister of Members as on the Book Closure Date. Thus the total dividend for FY 19-20 willbeRs. 15/- per share (300%) as againstRs. 14/- per share (280%) in FY 18-19.
Your Company has formulated a Dividend Policy as provided at "Annexure I" tothis Report and the same is disclosed on the website of the Company at https://www.techmahindra.com/investors/Dividend-Policy.pdf
During the financial year 2019-20 your Company's authorised capital increased fromRs.7932 million divided into 1586300000 Equity Shares ofRs. 5 each toRs. 8337 milliondivided into 1667300000 Equity Shares ofRs. 5 each. The said increase in authorisedcapital was consequent to the merger of Tech Mahindra Growth Factories Limited andDynacommerce India Private Limited with Tech Mahindra Limited with the effective date ofmerger March 10 2020.
The Board in February 2019 approved buyback of 20585000 equity shares of the Companyrepresenting approximately 2.09% of the total number of equity shares in the paid upcapital of the Company for an aggregate amount ofRs. 19555.75 Million being 9.551% ofthe total paid up equity share capital and free
reserves of the company at a price ofRs. 950/- per equity share from the existingshareholders of the Company on a proportionate basis under the Tender Offer method inaccordance with the provisions of Securities and Exchange Board of India (Buyback ofSecurities) Regulations 1998 the Companies Act 2013 and rules made thereunder. It wascompleted on April 15 2019 and in compliance with Securities and Exchange Board of India(Buy Back of Securities) Regulations 2018 and Securities and Exchange Board of India(Depositories & Participants) Regulations 2018 and framed thereunder the sharesbought back were extinguished on April 17 2019 by reducing the issued and paid up capitalof the company.
As a result the issued subscribed and paid-up equity share capital decreased from f4916.81 Million divided into 983362470 equity shares of Rs 5/- each to f 4814 Milliondivided into 962777470 equity shares of f 5/- each in the month of April 2019.
During the year under review your Company allotted 3074894 equity shares on theexercise of stock options under various Employee Stock Option Plans. Consequently theissued subscribed and paid-up equity share capital has increased from f 4814 Milliondivided into 962777470 equity shares of f 5/- each to f 4829 Million divided into965852364 equity shares of f 5/- each.
BUSINESS PERFORMANCE / FINANCIAL OVERVIEW
The Company believes in providing connected experiences offering innovative andcustomercentric information technology experiences enabling Enterprises Associates andthe Society to Rise. The company has more than 125000 professionals in more than 90countries helping 973 global customers including many Fortune 500 companies. Thecompany's convergent digital design experiences innovation platforms and reusableassets connect across a number of technologies to deliver tangible business value andexperiences to the stakeholders. Your company also focuses on sustainable businessstrategy managing social and environmental impacts while ensuring that corporatedecisions lead to an equitable growth. As a result Tech Mahindra is one of only 3companies from India to be included in the DJSI World Index and one of the twelve Indiancompanies in the Emerging markets category.
During the Financial Year 2019-20 the Company's consolidated revenues increased toRs.368677 Million fromRs. 347421 Million in the previous year a growth of 6.1% Thegeographic split of revenue is well balanced across regions with 48.1% share from theAmericas 26.9% share from Europe and 25% from the Rest of the World.
The consolidated Profit including other income before Interest Depreciation and Taxwas atRs. 66955 Million againstRs. 68056 Million in the previous year.
The consolidated Profit after Tax amounted toRs. 38974 Million as againstRs. 42888Million in the previous year.
In an age of regular technological disruption Tech Mahindra is delivering value to itscustomers with its domain expertise and wide range of offerings in Blockchain MachineLearning Artificial Intelligence Cloud Cyber Security Quantum computing and IoTcombined with an intimate understanding of each customer and their objectives. The companyhas collaborated with industry leaders & start-ups academia and partners underTechmNxt charter to provide customized yet simplified solutions to the customers.
IMPACT OF COVID-19
During the last quarter of the year under review the incidence of Covid-19 developedinto a global pandemic. The directors have assessed the impact of Covid-19 on the businessat the balance sheet date and there are no significant changes as of the balance sheetdate. The company continues to provide the services to its customers although some partsof the business have been disrupted due to the current lockdown conditions in most part ofthe world including India. Due to the worldwide uncertainty caused by Covid-19 and itspotential to impact the company the company has put in place mitigation plans to minimizethe adverse impact on both revenue and profitability. However at this juncture it isdifficult to assess the overall impact on the economy and your company.
There are no material changes or commitments affecting the financial position of theCompany between the end of the financial year and the date of the report.
INFOTEK SOFTWARE & VITARAN
The Company on April 9 2019 announced the acquisition of 18.1% each of the sharecapital of M/s lnfotek Software and Systems Private Limited (Infotek) and M/s VitaranElectronics Private Limited (Vitaran). lnfotek is engaged in trading of Radio FrequencyIdentification ("RFlD") products and providing supporting installation andsoftware maintenance services while Vitaran is engaged in trading of RFID products whichform part of access control systems. Tech Mahindra intends to Ieverage the RFID space inbuiIding a strong footprint in the asset monitoring tracking and automated billingsolutions space. Both the companies are based in India and will help expand TechMahindra's solution portfolio to cater to the smart city projects.
The Company acquired 100% of the share capital of Objectwise Consulting Group Inc.through its wholly owned subsidiary viz. Tech Mahindra (Americas) Inc. for an equityvalue of CAD 2.25 Million. Objectwise is a Canadian entity with strong capabilities inimplementation and support of PEGA software. The acquisition was completed on October 42019.
The Company announced the acquisition of majority stake in Mad*Pow Media Solutions LLC(Mad*Pow) through its wholly owned subsidiary viz. Tech Mahindra (Americas) Inc. at aconsideration of USD 28.23 Million for 100% shareholding of Mad*Pow. As per the terms ofthe agreement 65% of the shares are acquired at closing of the transaction while thebalance shares will be bought over the next 3 years linked to financial performance.Mad*Pow is a US-based entity engaged in providing user-centered design services to a widerange of clients throughout the United States. It has 70 employees including researchersdesigners strategists creative technologists psychologists and creative thinkers.Mad*Pow is expected to bolster Tech Mahindra's capabilities in customer experience anddigital transformation such as research and testing experience strategy and servicedesign content strategy data science and analytics and is in sync with Tech Mahindra'sglobal digital charter. The acquisition was completed on July 31 2019.
The Company acquired 100% stake in Born Group through its wholly owned subsidiary viz.Tech Mahindra (Singapore) Pte Ltd. for an enterprise value of USD 94.1 Million. BornGroup is headquartered in New York and is the largest independent integrated agency forstrategy creative content and commerce offerings with strong technology capabilities. Theacquisition will enhance Tech Mahindra's transformation consulting capabilities throughaddition of creative and design skills technology and analytics platforms and commerceexpertise. The Company has offices in London Singapore Hong Kong and India and has astrength of more than 1100 employees. The acquisition was completed on November 26 2019.
The Company announced acquisition of 70% stake in Cerium Systems Private Ltd. onJanuary 31 2020 an Indian entity with headquarter in Bangalore for an enterprise valuenot exceeding INR 2450 million. Subsequently on April 9 2020 the Company changed termsto acquire 51% of share capital. The remaining 49% will be acquired over the next threeyears at a valuation linked to the financial performance of the Cerium. Cerium is anintegrated circuit and embedded software design service provider and is expected to helpbolster Tech Mahindra's capabilities in the areas of semiconductor design and testingembedded software development/ testing and product engineering. The Company also hasoffices in Santa Clara CA and Penang Malaysia along with Cochin and Vishakhapatnam(India) and has ~840 employees. The acquisition was completed on April 9 2020.
The Company announced acquisition of 100% of the share capital of Zen3 Infosolutions(America) Inc. through its wholly owned subsidiary viz. Tech Mahindra (Americas) Inc onFebruary 24 2020. Subsequently on April 9 2020 the Company changed terms to acquire 100%of share capital for a cash consideration of USD 64 Million out of which USD 35 Millionis upfront USD 4 Million will be paid over two years and USD 25 Million will be paid over3 years linked to financial performance. Zen3 is a US-based company and a leading softwaresolution group with strong capabilities in AI enablement services AI Speech solutionsCloud engineering Software product engineering and DevOps. Zen3 has more than 1300employees across offices in Seattle Dublin Bengaluru Hyderabad and Vishakhapatnam. Theacquisition was completed on April 9 2020.
SALE OF STAKE IN FIXSTREAM
The Company entered into an agreement to divest its entire 73.38% stake on August 182019 equity investment in Fixstream Networks Inc. USA a subsidiary company for aconsideration of USD 2 Million. The turnover of Fixstream for the Financial Year 2018-2019was USD 5.15 Million on which it incurred loss of USD 5.19 Million. The deal was concludedon September 30 2019.
SALE OF INVESTMENT IN TERRA PAYMENT SERVICES
Comviva Technologies Ltd a subsidiary of the Company announced on March 2 2020 saleof its 100% shareholding in Terra Payment Services (Netherlands) BV and Terra paymentservices South Africa RS Pty. Ltd. along with its subsidiaries for an upfront payment ofUSD 9.0 Million and bonus pay-out upto USD 13.8 Million subject to threshold andmilestones. The turnover of Terra Payment Services for the Fiscal year ended March 312019 was USD 2.3 Million.
DETAILS OF SUBSIDIARIES/JOINT VENTURES/ ASSOCIATE COMPANIES
The performance and financial position of the subsidiaries associate companies andjoint venture companies included in the consolidated financial statement is provided inaccordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts)Rules 2014 containing the salient features of the financial statement of Company'ssubsidiaries/joint ventures or associate companies in Form AOC - 1 in "AnnexureII" to this report.
Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 the names of thecompanies which have been incorporated or ceased to be the subsidiaries joint ventures orassociate companies during the year are provided in "Annexure III" tothis report. The Company is actively pursuing the initiative on consolidation of itssubsidiaries/branches to optimise the operational costs and reduce the compliance risks.During the year under review your company has closed/merged 29 subsidiaries.
In terms of the provisions of Regulation 24 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 Tech Mahindra (Americas) Inc. is a wholly owned unlistedmaterial subsidiary of the Company.
The policy for determining Material Subsidiaries formulated by the Board of Directorsis disclosed on the Company's website and is accessible on https://www.techmahindra.com/investors/Policy-For-Determining- Material-Subsidiaries.pdf
UPDATE ON MERGER
The Board of Directors at its meeting held on May 21 2019 approved the Scheme ofMerger by absorption of Tech Mahindra Growth Factories Limited (TMGFL) and DynacommerceIndia Private Ltd (Dynacommerce) with the Company. Accordingly the companies filed theapplications before Hon'ble National Company Law Tribunal ("NCLT") Mumbai andBengaluru respectively.
NCLT Mumbai and NCLT Bengaluru vide their order dated January 31 2020 and February 282020 respectively approved the scheme of merger by absorption of the TMGFL andDynacommerce with the Company and their respective shareholders. As per the Scheme theappointed date for merger of TMGFL is April 1 2019 and for Dynacommerce it is June 12019 The Scheme of Amalgamation has become effective on March 10 2020.
Your company has taken several initiatives in the development of human resources whichare the main assets of the company. Some of the initiatives taken in this area are statedbelow:
In the year 2019-2020 the Company redefined its people policy to on-board the righttalent build their capability create an innovation-centric work environment and promoteinclusion. Each one of our Associates have played a major role in our transformationjourney and have been responsible for living our culture and making a difference. This hasnurtured a natural fondness and love between the Company and every Associate. Lovesustains Associates through tough times and inspires them to give their best. The Companybelieves this appreciation affection and pride for the Company expressed through#lovetobeTechM has helped boost the image as a great place to work in.
LIVING THE CULTURE
Our unique culture of driving positive change celebrating each moment and empoweringall to Rise defines what the Company stands for as an organization and what differentiatesand unites all of the Associates. Last year the Company aligned all internal HR processesand practices to reflect the culture code.
HIRING & TRAINING
Hiring at the Company is "intentionally diverse" because of our belief in thesaying "if you do not intentionally include you unintentionally exclude." Lastyear the Company launched the UK & US Undergrads program to add global talent to oursales force. By starting a Young Leaders Program to hire ex-entrepreneurs the Company hasgained potential leaders who use creative thinking "hacks" to help solve complexbusiness issues a skill often missing in traditionally trained Managers. The Company hasalso digitized the hiring processes by leveraging internal #NewAgeDelivery platform tomatch Demand Vs Resource Supply. Through proactive skilling programs for Associatesapproaching the end of their project assignment's along with bench fests the Companyreduced deployable bench to 4.9% from 6.3% last year which is one of the best in theindustry. Through this the Company has increased internal fulfilment by 9.1% thusreducing dependency on external hiring.
The Company has made significant progress in its efforts to enhance its Diversity andInclusion. The Company has also launched several initiatives for women like reservedparking slots and improved ergonomics at the workplace for expectant mothers on campuscreche extended work from home option amongst others. The Junior TechMighty program sendsacross a personalized gift to the new mother to convey wishes and assure her of theorganization's support even as she is away. We are also amongst the first to providesupport for sexual reassignment survey and include same-sex partners in insurancecoverage. Through these interventions at moments that matter the Company is providingAssociates the wellness and psychological safety net to contribute their best. The Companywas amongst the only three Indian companies to be included in the Bloomberg 2020Gender-Equality Index (GEI).
The Company had continued to invest in tools and technologies to improve servicedelivery efficiency for HR services. During the year self-service options for Associatesand ex-Associates have been enhanced resulting in significant reduction in service requestvolumes. The Company continues to leverage Robotic Process Automation (RPA) technology toimprove service delivery and introduce new services. The "Dove" mobileapplication is a unique pre-on-boarding platform available to TechMighties who are joiningthe Company. The Company has also developed a humanoid robot employee called K2 whichstands for Knowledge and Kindness. With a knowledge base of 800+ HR queries and more than2000 utterances programmed into it K2 is our big leap to future and is going to changethe way our associates interact with HR team.
DRIVING PERFORMANCE THROUGH PURPOSE
The Company is empowering Associates through integrated performance management andcontinuous learning. This year the Company has launched the Career Development Planplatform for Associates to plan their Career Aspirations and goals in the beginning of theyear and work towards achieving it along with their Managers. the Company has alsointroduced the Manager Change Feedback platform wherein Associates automatically receivefeedback when there is a Manager/Unit change.
The Company prioritizes the professional and attitudinal development of its Associatesas a business imperative. The Company has developed a skill marketplace called #UaaS(Upskilling as a Service). This AI based system is part of our New Age Delivery'platform and identifies the relevant future technologies and provides contextual andreal-time upskilling to employees. The platform is proving to be the X factor in thepursuit of being Fit4Future with inclusive growth which are strategic priorities for yourCompany.
DEVELOPING FUTURE LEADERS
The Company has invested in developing a robust leadership pipeline. With programs likeChrysalis your Company has built our Leadership capability to meet our aspirations oforbit shifting goals. This year the Company has focussed on building capability of themiddle-managers with programs like Transcend and Ascend. Both these programs have deeplycollaborative academically rigorous learning journeys that give Associates a new way toexperience Leadership Learning while at work.
The Company ensured that Associates stay connected with the Company and with each otherthrough myriad platforms publications campaigns stories contests connects andinitiatives. Besides the daily newsletters interactive intranet & weekly news updatethe Company also focuses on ensuring 360-degree feedback through multiple channels. One ofthe flag ship events called Connect with the CEO nurtures pride and bonding with themanagement and the teams. The CEO spends a qualitative half day with chosen members fromacross locations exchanging information and highlights. Our special series called"Rise from within" brings to the Associates inspiring stories about accepting nolimits and driving positive change within the organisation.
NURTURING A CULTURE OF APPRECIATION
The Company believes that while rewards are important to creating a happy organisationit's equally important to nurture a culture of non-monetary mutual appreciation amongstthe Associates too. The Company has a robust digital platform ensures both - recognitionand appreciation. This year 47.04% of associates were recognized for their achievementswhile over 30000 Associates exchanged wishes and gratitude.
WELLNESS BEFORE BUSINESS
Wellness before business is a mantra the Company has adopted to ensure the completewellbeing and fitness of our Associates. To ensure all-round wellness - includingphysical mental emotional financial and social aspects - of our Associates yourCompany has run a number of initiatives in partnership with external agencies.
BECOMING A COMPANY WITH A PURPOSE
The Company has focused efforts in corporate and individual social responsibility andcorporate sustainability to bring alive the promise of being a Company with a Purpose. OnAugust 1st 2019 The Company launched 3-4-3 (Every Associate to plant 3 trees amonth take 4 carpool rides and volunteer 3 hours a month) introduced a complete ban onsmoking and single-use plastic across all offices in India. To fulfil our Associates'aspirations of giving back to society Your Company initiated a focused drive onIndividual Social Responsibility (ISR) where Associates can take time off work to donateto social causes.
The Company continues its focus on quality and strives to exceed customer expectationsat all times. During the year it continued to strengthen the implementation of CMMI Devv1.3 (Capability Maturity Model Integration) Dev v1.3 (Capability Maturity ModelIntegration) (Development) for which the organization is assessed at L5. Similarly itunderwent various upgrade and continuous evaluation audits for various standards duringthe year to meet client demands and enhance value delivery - Successfully assessed forCMMI Dev v 1.3 Level 5 ISO 9001:2015 (Quality Management System) ISO 20000-1:2018(Information Technology Service Management System) ISO 27001:2013 (Information SecurityManagement System) TL9000 R 6.1/ R5.5 (Quality Management Systems for Tele Communicationsindustry) ISO 13485:2016 (Quality Management Systems for medical devices - scope ofcertification limited to medical devices business within Tech Mahindra) AS9100 Rev D(Standard for Aerospace domain - scope of certification limited to the aerospace businesswithin Tech Mahindra).
In addition to these your Company also maintains its commitment to health safety andenvironment by continually improving its processes in accordance with ISO 14001:2015(Environmental Management System) and ISO 45001: 2018 (Occupational Health and SafetyAssessment Series) standards. Your Company is also certified on ISO 22301:2012 (SocietalSecurity and Business Continuity Management System) and has a comprehensive BusinessContinuity and Disaster Recovery framework to prevent potential business disruptions inthe event of any disaster. It has processes that will help resume services to customers'acceptable service levels. Automated Service Desk with SLAs for enabling business andVulnerability Assessment and Penetration Testing Lab for secured corporate networkoperations are highlights showcasing information security posture of the Organization.Tech Mahindra (IT Division) has been assessed for implementation of high maturity businessexcellence practices at Mahindra Group (Services Sector). It has been assessed at TMWMaturity Stage 6 (on scale of 1-10 stages) of Mahindra Business Excellence Framework - TheMahindra Way. These certifications are testimony of the robustness of business processesand at large the quality culture imbibed in the organization. Your Company has alsostrengthened Process/Practice and Tools Industrialization of various Engineeringactivities for Development Testing and Managed service portfolio to achievestandardization better efficiency and best practices being implemented across thebusinesses. Your Company has continued to strengthen the process for transforming QualityAssurance processes & delivery methods to New Age Delivery processes through#NewAgeDelivery Engine. This engine focuses on asset creation and re-usability enablingthe associates to be rightly skilled through Upskilling as a service enabling theprojects and programs to deploy smart planning and crowd sourcing through Capability as aservice providing an automated workflow environment for the associates to execute theproject seamlessly through Digital inside and Continuous Delivery all of this leading tobetter customer experience and faster quality delivery. Your Company is putting all theinitiatives in place in order to ensure we deliver as stated in Quality Policy.
During the year under review all Independent Directors have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Independent Directors havealso given declaration of compliance with Rules 6(1) and 6(2) of the Companies(Appointment and Qualification of Directors) Rules 2014 with respect to their nameappearing in the data bank of Independent Directors maintained by the Indian Institute ofCorporate Affairs.
Pursuant to the provisions of Section 152(6)(c) of the Companies Act 2013 Mr. C. P.Gurnani Managing Director & CEO (DIN: 0000018234 ) is liable to retire by rotationand offers himself for reappointment.
The tenure of Mr. Anupam Puri Mr. M. Damodaran Mr. T. N. Manoharan Ms. M.Rajyalakshmi Rao and Mr. Ravindra Kulkarni who were appointed as Independent Directors ofthe Company on August 1 2014 ended on July 31 2019. The Shareholders at the AnnualGeneral Meeting held on July 31 2019 re-appointed Mr. M. Damodaran (DIN:0002106990) up toMarch 31 2022 Mr. T. N. Manoharan (DIN:0001186248) Ms. M. Rajyalakshmi Rao(DIN:0000009420) for a further period of 5 years.
Mr. Anupam Puri and Mr. Ravindra Kulkarni retired as Independent Directors of theCompany with effect from close of business hours of July 31 2019. Mr. Ulhas Yargop ceasedas Non-Executive Director of the Company with effect from close of business hours of July31 2019 consequent to his superannuation from Mahindra & Mahindra Limited.
The Board places on record its sincere appreciation for the valuable advice andguidance given by these directors during their tenure.
Ms. Mukti Khaire (DIN: 0008356551) Ms. Shikha Sharma (DIN: 0000043265) and Mr.Haigreve Khaitan (DIN: 0000005290) were appointed as Independent Directors of the Companyfor a period of 5 years w.e.f. August 1 2019 by the shareholders at the Annual GeneralMeeting held on July 31 2019.
Your Directors co-opted Dr. Anish Shah (DIN: 0002719429) as an Additional Director witheffect from September 10 2019 whose term will end at the ensuing Annual General Meetingand being eligible offers himself for appointment.
In terms of Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 Mr. T. N. Manoharan Independent Director of the Company has beenappointed as Director in Tech Mahindra (Americas) Inc. with effect from May 21 2019 aWholly owned unlisted material subsidiary of the Company.
In the opinion of the Board of Directors the Independent Directors have relevantproficiency expertise and experience.
These Programs aim to provide insights into the Company to enable the IndependentDirectors to understand its business in depth and contribute significantly to the Company.The details of program for familiarisation of the Independent Directors with the Companyare available on the Company's website and can be accessed at;https://www.techmahindra.com/tml- familarisation-progarmmes-for-IDs.pdf
The Board members are also regularly updated on strategic investments mergersacquisitions business updates business models and competitive environment. The Board isalso updated on geographical and organisational risks industry review internal financialcontrols changes in Corporate and allied laws Taxation laws & related mattersthrough presentations and updates made by the respective functional leaders. Our MD &CEO has a quarterly session with Board members sharing updates about the Company'sbusiness strategy operations and the key trends in the IT industry relevant for theCompany. These updates help the board members in keeping abreast of the key changes andtheir impact on the Company.
Pursuant to the provisions of the Companies Act 2013 and Regulation 19 read withSchedule II Part D of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has devised a policy on evaluationof performance of Board of Directors Committees and Individual directors. Accordinglythe Chairman of the Nomination and Remuneration Committee obtained from all the Boardmembers duly filled in evaluation templates for evaluation of the Board as a wholeevaluation of the Committees and peer evaluation. The summary of the evaluation reportswas presented to the respective Committees and the Board.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 times during the financial year. The meeting details are provided inCorporate Governance report that forms part of this Annual Report. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Governance policies laid down by the Board of Directors of your Company include:
i. Policy on appointment and removal of Directors Key Managerial Personnel and SeniorManagement.
ii. Policy on remuneration to the Directors Key Managerial Personnel and SeniorManagement and other Employees.
The extract of these two policies are provided in "Annexure IV".
The policies are available on the Company's website onhttps://www.techmahindra.com/investors/Governance-Policies-including-remuneration-to-Directors-KMPS.pdf
In accordance with the principles of transparency and consistency your Company hasadopted governance policies for Board of Directors Key Managerial Personnel & seniormanagement appointments remuneration & evaluation. These governance policies interalia outline Succession Planning for the Board Key Managerial Personnel and SeniorManagement.
The Company has laid down a policy on training for Independent Directors as part ofthe governance policies. The Senior Leadership of the Company update the directors on theregulatory changes Business strategy and operations periodically.
key MANAGERIAL PERSONNEL (KMPs)
Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. C. P. GurnaniManaging Director & Chief Executive Officer Mr. Manoj Bhat Chief Financial Officerand Mr. Anil Khatri Company Secretary & Compliance Officer were the Key ManagerialPersonnel of the Company during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentation(s) received from the Operating Management and after due enquiry confirmthat:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
ii. they have in the selection of the accounting policies consulted the StatutoryAuditors and these have been applied consistently and reasonable and prudent judgmentsand estimates have been made so as to give a true and fair view of the state of affairs ofthe Company as at March 31 2020 and of the profit of the Company for the year ended onthat date;
iii. proper and sufficient care had been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
vi. the proper systems to ensure compliance with the provisions of all applicable lawsare in place and are adequate and operating effectively.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has internal financial controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly & efficient conduct ofthe business including adherence to the Company's policies the safe guarding of assetsthe prevention & detection of frauds & errors the accuracy & completeness ofaccounting records and timely preparation of reliable financial information.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by the regulators or courts ortribunal impacting the going concern status and the Company's operations in future.
The members in the 30th Annual General Meeting held on August 1 2017appointed B S R & Co. LLP Chartered Accountants [Firm's Registration No. 101248W/W-100022] as the Statutory Auditors of the Company to hold office for a term of five yearsfrom the conclusion of the 30th Annual General Meeting (AGM) of the Companyheld in the financial year 2017-18 until the conclusion of the AGM of the Company for thefinancial year 202122 on such remuneration as may be determined by the Board of Directors.
The members may note that the Ministry of Corporate Affairs vide notification dated May07 2018 has done away with the requirement of yearly ratification of appointment ofStatutory Auditors at the AGM.
Pursuant to Section 139 of the Companies Act 2013 the statutory auditors B S R &Co. LLP Chartered Accountants have confirmed they are eligible to continue as auditors.
There are no qualifications reservation or adverse remark or disclaimer made in theaudit report for the Financial Year 2019-20.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Dr. K. R. Chandratre Practicing Company Secretary Pune to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is available at "AnnexureV" to this report. There are no qualification reservation or adverse remark ordisclaimer made in the Secretarial Audit Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable mandatory Secretarial Standards.
extract OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 theextract of the Annual Return in Form MGT-9 is attached as "Annexure VI".The same is available at the weblink: https://www.techmahindra.com/en-in/investors/MGT9-Extract-of-Annual-Return.pdf
The Annual Return will be hosted on website after necessary certification and filingthe same with the authority.
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are provided as "AnnexureVII".
None of the directors or Managing Director & CEO of the Company received anyremuneration or commission from Subsidiary Companies of your Company.
The details of remuneration paid to the Directors including the Managing Director &CEO of the Company are given in Form MGT-9 forming part of the Directors Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 ("theAct") read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. However pursuant to firstproviso to Section 136(1) of the Act this Report is being sent to the Shareholdersexcluding the aforesaid information. Any shareholder interested in obtaining saidinformation may write to the Company Secretary at the Registered Office / CorporateOffice of the Company and the said information is open for inspection at the RegisteredOffice of the Company.
PREVENTION OF SEXUAL HARASSMENT POLICY
Your Company laid down Prevention of Sexual Harassment policy and it is made availableon the website of the Company. The Company has zero tolerance on Sexual Harassment atworkplace. During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
employee stock option schemes
During the year under review there were no material changes in the Employee StockOption Schemes (ESOPs) of the Company and the Schemes are in compliance with the SEBIRegulations on ESOPs. As per Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014 read with SEBI circular dated June 16 2015 the details of the ESOPs areuploaded on the Company's website; https://www.techmahindra.com/en-in/investors/corporate-governance/Details-of-ESOPs-2020.pdf
A report on Corporate Governance covering among others composition details of meetingsof the Board and Committees along with a certificate for compliance with the conditions ofCorporate Governance in accordance with the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 issued by theStatutory Auditors of the Company forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148 (1) of the Companies Act 2013 are not applicable for thebusiness activities of the Company.
The Risk Management Committee of the Board of Directors periodically reviews the RiskManagement framework identifies risks with criticality and mitigation plan. The elementsof risk as identified for the Company with impact and mitigation strategy are set out inthe Management Discussion and Analysis Report (MDA).
ESTABLISHMENT OF VIGIL MECHANISM
The Company has laid down Whistle Blower Policy covering Vigil Mechanism withprotective Clauses for the Whistle Blowers. The Whistle Blower Policy is made available onthe website of the Company.
DEPOSITS / LOANS & ADVANCES GUARANTEES OR INVESTMENTS
The Company has not accepted any deposits from the public during the year under review.The particulars of loans/advances guarantees and investments under Section 186 of theCompanies Act 2013 are given in the notes forming part of the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties as defined under Section 2(76) ofthe Companies Act 2013 and Regulation 23 of the Securities and Exchange Board of India(Listing Obligations And Disclosure Requirements) Regulations 2015 ("The ListingRegulations") during the financial year were in the ordinary course of business andat an arm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. There were no transactions with related parties in the financial yearwhich were in conflict with the interest of the Company and requiring compliance of theprovisions of Regulation 23 of the Listing Regulations. Suitable disclosure as required bythe Indian Accounting Standards (Ind AS 24) has been made in the notes forming part of theFinancial Statements.
The Company has formulated a policy on materiality of Related Party Transactions anddealing with Related Party Transactions which has been uploaded on the Company's websitewhich can be accessed at following link https://www.techmahindra.com/investors/Related-Party-Transactions-Policy.pdf
The particulars of related party transactions in prescribed Form AOC - 2 are attachedas "Annexure VIII".
Pursuant to Regulation 23(9) of the Listing Regulations your company has filed halfyearly report on Related Party Transactions with the stock exchanges.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN ExCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are provided in "AnnexureIx" which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR vision of the Company is "Empowerment through Education."
In compliance with the guidelines prescribed under Section 135 of the Companies Act2013 your Company constituted a Corporate Social Responsibility (CSR) Committee. TheBoard of Directors of the Company laid down the CSR Policy covering the Objectives FocusAreas Governance Structure and Monitoring & Reporting Framework among others. TheCompany has spent more than 2% of the average net profits of the Company during the threeimmediately preceding financial years on CSR. In addition the Company also donatedRs. 200mn towards PM CARES Fund to fight against COVID-19 pandemic. The policy is available athttps://www.techmahindra.com/CSR_Policy.pdf
The Company's social initiatives are carried out by Tech Mahindra Foundation andMahindra Educational Institutions Section 8 (erstwhile Section 25) Companies promoted bythe Company.
TECH MAHINDRA FOUNDATION (TMF)
The Foundation was set up in 2006 as a Section 25 Company (referred to as a Section 8Company in the Companies Act 2013). Since then it has worked tirelessly towards theoverarching vision of "Empowerment through Education" establishing itself as aprominent CSR player within the Mahindra Group as well as a leading social organization atthe national level. The Foundation essentially works with children youth and teachersfrom urban disadvantaged communities in India with a special focus on women and personswith disabilities. During the year under review Tech Mahindra Foundation has successfullyimplemented 175 high-impact projects with more than 90 partners reaching out to more than180000 children teachers and youth across these locations.
The key initiatives in the area of School Education include:
ALL ROUND IMPROVEMENT IN SCHOOL EDUCATION (ARISE)
Tech Mahindra Foundation's educational initiatives under ARISE are long-term schoolimprovement programmes in partnership with local governments and partner organisations.The Foundation in 201920 worked with 36 government schools to turn them around into modelschools of excellence. Around 9817 students were covered under this programme.
During the year the Foundation expanded its work for children with disabilitiesthrough its ARISE+ programme. This programme is a variant of ARISE in which children withdisabilities are provided chronic therapy as well as special education to help them leadmore fulfilling lives. Through 25 projects the programme enabled 2864 differently-abledstudents to become more independent in managing themselves and better learners.
Shikshaantar envisioned as a programme for enhancing capacity of government schoolteachers has emerged as an important programme in the education portfolio of theFoundation. TMF works with the Municipal Corporations in East Delhi and North Delhi byrunning their In-Service Teacher Education Institutes and during the year under reviewover 2800 teachers were trained as part of this initiative. Through this training theseteachers were able to improve the learning standards for over 110000 children.
MOBILE SCIENCE LAB
In order to increase the footprint of its work in Education and reach the unreachedTMF launched a unique initiative during the year: the Mobile Science Lab. A Mahindra bushas been remodelled to be a science lab on wheels and has been going from school toschool in East Delhi to provide STEM learning for children in grades 3 and 4 in theseschools. The initiative has received a tremendous response from over 1500 children itreached during the year and has the potential to expand manifold in the years ahead.
Skills-for-Market Training (SMART) is the Foundation's flagship programme inemployability. It is built on the vision of an educated enabled and empowered India andthe belief that educated and skilled youth are the country's true strength. The programmestarted with 3 Centres in 2012 and is currently running over 100 Centres at 11 locationsacross India. These include SMART Centres SMART+ Centres (training for people withdisabilities) and SMART-T Centres (training in technical trades).
In 2019-20 your Company trained close to 20000 young women and men under its SMARTprogram of which 1566 were persons with disabilities. More than 70% of the graduates areplaced in jobs upon successful completion of the training across multiple industries.
The Foundation's commitment to setting new benchmarks in skill development in India hasbeen underscored by the setting up of Tech Mahindra SMART Academies which provide thehighest quality of skill training to youngsters in Healthcare and Digital Technologies.During FY 19-20 1138 students were enrolled to the three Healthcare Academies in DelhiMohali and Mumbai while at the SMART Academy for Digital Technologies in VizagHyderabad and Mohali another 356 students were enrolled.
MAHINDRA EDUCATIONAL INSTITUTIONS (MEI)
Mahindra Ecole Centrale was established in August 2014 - through a collaborativeventure between Mahindra Educational Institutions (MEI - a not-for-profit 100% subsidiaryof Tech Mahindra).
Ecole Centrale of Paris France (now known as Centrale Supelec) and the JNTU Hyderabad- to offer undergraduate engineering programs in Computer Science Engineering MechanicalEngineering Electrical & Electronics Engineering and Civil Engineering - and locatedat the Tech Mahindra Technology Centre campus in Hyderabad. Through this strongIndo-French Collaboration with Centrale Supelec and Industry connect with Tech MahindraMEC has emerged as a disruptive player in the field of Technical Education.
Today MEC is a six years old institution with a rich footprint in the areas ofEngineering education and Research. MEC has a team of internationally acclaimed facultyevery one of whom is holding Ph.D. in their own areas of interest. With a strong studentto faculty ratio of 15:1 the students of MEC are guided through the disciplines ofEngineering Sciences Natural Sciences Humanities and Creative Sciences.
During the year 2019-20 MEC has signed MOU with one of the leading Australiantelecommunications giant with Cybersecurity Centre of Excellence (CCoE) which is a jointinitiative of the Government of Telangana and Data Security Council of India (DSCI) withGovernment of Telangana in the space of Artificial Intelligence Babson College IITChicago University of Porto IIT Guwahati and many more. These MOU's providemultidimensional opportunities to the students in developing critical technical skills inthe areas of Research and Innovation Internships and Placements.
Adding to its state-of-the-art academic infrastructure MEC has launched theEntrepreneurship & Innovation Cell (EIC) named Mahindra e-HUB - Incubation Centre oncampus with an intent of providing opportunities to students to bring their ideas tofruition. It would host events workshops industrial visits and seminars all aimed atproviding a conducive environment for students to develop their entrepreneurial skills.The Incubation Centre spread over 2000 sq. feet of area and can accommodate 15entrepreneurs facilitates through the process of starting shaping and scaling up newinnovative ventures resulting from student-faculty research. In addition to providingcreative working space we help in mentoring technology business development legalIPR funding networking and GTM strategy.
The Annual Report on CSR activities is provided as "Annexure X"
Being a company with a purpose Tech Mahindra has integrated sustainability into itscore strategy. Company believes that Environment Social and Governance (ESG) principlesbuilt into its long-term growth strategy helps mitigate risks and drives profitablegrowth. The commitment to environment sustainability climate change and water securityspans its entire business and is pursuing plans that will have long-term impacts on theplanet and communities leading to a balance between sustainability and overall businessprofitability.
With a structured stakeholder engagement process Tech Mahindra has been able to designstrategies and initiatives which not only improves the sustainability credentials butalso reinforces its overall business philosophy. Company is breaking through newfrontiers turning to renewable energy to achieve ecological balance while ensuring thatwhen it comes to investments and pioneering new solutions for sustainable development.The emphasis on green ecosystem is seen through the company's commitment to going carbonneutral making optimum use of resources and moving towards a low emission technology. TheCompany has taken ambitious emission targets which have been approved by the SBTi(Science based Targets Initiative). The profitability of the Company is aligned with itsprinciples allowing the company to set sustainability milestones on its journey toward asecure future.
Your Company is aligned to the SDGs (Sustainable Development Goals) and itssustainability focus areas are as below:
Going Carbon Neutral: Increase use of renewable energy through onsiteinstallation and open access; improve energy efficiency through LEDs sensors; boost greeninvestments by implementing Carbon Price; optimize business travel; encourage use ofpublic transport and carpool to reduce commute emissions; plant trees to offset carbonfootprints; move towards low carbon economy and ensure environmental stability.
Saying No to plastic: Maintain plastic-free campuses and encourageassociates and stakeholders also to use eco-friendly & biodegradable materials. Spreadawareness and initiate campaigns on preventing single-use plastic.
Reduce Reuse Recycle Recover: Implement process of Reduce Reuse Recycleand Recover across the value chain to limit waste.
Sustainable supply chain: Ensure our suppliers follow the highest standardof sustainable and ethical best practices; optimise logistics and transportation to reduceemissions.
Work-life balance: Provide an assured career development path and a feasibleand flexi work- life balance to the associates along with a range of associate-friendlypolicies and processes.
Innovation: Becoming future ready by proactively encouraging Innovativethinking across the organization adopting technology disruption to reduce emissions andgoing digital. Developed a COVID-19 chatbot SoS Seva application SEIR- based diseaseprediction model- all that helped during the pandemic.
Green solutions: Investing in Smart grid Microgrid- As-A-ServicesCommunity Action Platform for Energy Integrated Electric Vehicle Charging systems andSmart Cities to shape Company's business responsibly and increase its economic success.
Individual Social Responsibility: Encourage associates in makingsustainability a part of their daily lives.
Transparency: Showcase the organizational policies processes riskmanagement along with financial environmental and social data in the Integrated Reportsavailable online.
Company's commitment and performances are validated by the external recognition theCompany received:
> Awarded Highest Gold CSR Rating- 2019' by EcoVadis with 94 percentile;
> Microsoft Global Supplier Leadership Award on Climate Change 2019;
> One of the only 4 Indian companies recognized as part of CDP Global Supplier AList 2019;
> One of 12 Indian companies who are part of the DJSI Emerging markets category2019;
> Recognized with Leadership ranking of A- in CDP 2019;
> Ranked among the Top 6 companies of the world in the "TSV* IT services &Internet Software and Services" segment by RobecoSAM;
> Bronze Class distinction for excellent sustainability performance in the RobecoSAM2020 Sustainability Yearbook
> Constituent of the FTSE4Good Series 2019;
The Company's Sustainability reporting is based on various global standards andframeworks like TCFD (Taskforce on Climate Related Financial Disclosures) CDSB (ClimateDisclosure Standards Board) and GRI standards.
The Tech Mahindra Board has an oversight to all aspect of sustainability and climatechange and consider Task Force on climate related financial Disclosures (TCFD)recommendation for climate change risk. The next level has the CSR committee of the Boardresponsible for all aspects od sustainability and sets the course for promotingsustainability agenda within the Company. Our MD & CEO who is a Board member andchairs the CSR Committee of the Board has the ultimate responsibility for Sustainabilityand Climate Change issues of the organisation. He is ably supported by the ChiefSustainability Officer who directly reports to him and Senior Management members of theSustainability Council who manage all aspects of climate change including climate-relatedrisks and opportunities.
We are transitioning to a low-carbon economy to achieve the goals of Paris agreement.The Company's strategy includes futureproofing the growth against impending changes inpolicies and regulations and increasing the compliance readiness. We are agile andadaptive to dynamic changes in internal and external environment with strategies in placeto manage all business and climate change risks in an effective way. Company has a robustbusiness continuity management framework and incident response team that ensure we areresilient to any climate change risks.
The targets and the metrics used for managing climate related risks and the progressagainst these targets are disclosed in the externally assured Integrated reports availableat - https://www.techmahindra.com/en-in/sustainability/
AWARDS AND RECOGNITION
Your Company continued its quest for excellence in its chosen area of business toemerge as a true global brand. Several awards and rankings continue to endorse yourCompany as a thought leader in the industry. Few of the Awards / recognitions received bythe Company during the year 2019-20 include:
Tech Mahindra Recognized as Winner for 2019 Microsoft Partner of the Year Award.
Winners of BW Businessworld Digital India Awards 2019.
Certified as a Great Place to Work for the period February 2020 to January 2021.
Winners of The Golden Peacock HR Excellence Award' for the year 2019 inthe IT sector.
Winners of the Economic Times Innovation Award 2020 in the People Innovationcategory.
Winners of Association for Talent Development (ATD) BEST Awards 2020 forLearning & Development.
Being in the top 10 of Working Mother & Avatar Best Companies for Women inIndia list.
Winner at the 6th IDC Insights Awards 2019 for Excellence in Operations for theFacial Recognition tool.
Three awards at the PeopleFirst HR Excellence Awards with Winners in TechnologyDeployment in HR 1st Runners Up in Diversity and Inclusion & 2ndRunners Up in Health and Wellness.
Mr. C P Gurnani won Business Today's Best CEO' Award 2019 in the IT &ITES category and have also won the Gold at the CEO World Awards 2018' for hisOrganisation's Wide Reskilling Initiative.
Your Directors place on record their appreciation for the contributions made byemployees towards the success of your Company more particularly ensuring business as usualin spite of COVID-2019 impact. Your Directors gratefully acknowledge the co-operation andsupport received from the shareholders customers vendors bankers regulatory andGovernmental authorities in India and abroad.
| ||For and on behalf of the Board |
| ||Anand G. Mahindra |
|Place: Mumbai ||Chairman |
|Date: April 30 2020 ||(DIN: 0000004695) |