Tech Mahindra Ltd.
|BSE: 532755||Sector: IT|
|NSE: TECHM||ISIN Code: INE669C01036|
|BSE 13:36 | 18 May||1189.35||
|NSE 13:19 | 18 May||1183.55||
|Mkt Cap.(Rs cr)||115,610|
|Mkt Cap.(Rs cr)||115609.57|
Tech Mahindra Ltd. (TECHM) - Director Report
Company director report
Your Directors present Thirty Fourth Annual Report together with theaudited accounts of your Company for the year ended March 31 2021.
FINANCIAL RESULTS (STANDALONE)
(Rs in Million)
1 Interim Dividend for the financial year ended March 31 2020 andFinal Dividend for the financial year ended March 31 2019
2 Interim Dividend (Special Dividend) for the financial year endedMarch 31 2021 and Final Dividend for the financial year ended March 31 2020
The Board of Directors on October 23 2020 approved a special dividendof Rs 15/- per equity share (i.e. 300%) on par value of Rs 5/- each which was paid by theCompany to the shareholders whose names were appearing in the Register of Members as onNovember 2 2020 being the record date for the payment of dividend. Your Directors arepleased to recommend a final dividend of Rs 30/- per share (including a special dividendof Rs 15/- per share) on par value of Rs 5/- (i.e. 600%) payable to those Shareholderswhose names appear in the Register of Members as on the Book Closure Date. Thus the totaldividend for the Financial Year 2020-21 will be Rs 45/- per share (i.e. 900%) as againstRs 15/- per share (i.e. 300%) in the Financial Year 2019-20.
Your Company has formulated a Dividend Policy which is disclosed on thewebsite of the Company at https:// insights.techmahindra.com/investors/tml-dividend-distribution-policy.pdf
During the year under review your Company allotted 2407703 equityshares on the exercise of stock options under various Employee Stock Option Schemes.Consequently the issued subscribed and paid-up equity share capital has increased fromRs 4829 million divided into 965852364 equity shares of Rs 5/- each to Rs 4841 milliondivided into 968260067 equity shares of Rs 5/- each.
BUSINESS PERFORMANCE / FINANCIAL OVERVIEW
The Company provides connected experiences offering innovative andcustomer-centric information technology experiences enabling Enterprises Associates andthe Society to Rise. The Company has over 121000 professionals in over 90countries helping 1007 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 stakeholders. Your Company also focuses on sustainable business strategymanaging social and environmental impacts while ensuring that corporate decisions lead toan equitable growth. As a result Tech Mahindra is one of the three companies from Indiato be included in the DJSI World Index 2020 and one of the eleven Indian companies in theEmerging markets category.
During the Financial Year 2020-21 the Company's consolidatedrevenues increased to Rs 378551 million from Rs 368677 million in the previous year agrowth of 2.7%. The geographic split of revenue is 47.5% from the Americas 26% fromEurope and 26.5% from the Rest of the World.
The consolidated Profit (including other income) before InterestDepreciation and Tax was at Rs 75846 million against Rs 66955 million in the previousyear.
The consolidated Profit after Tax amounted to Rs 43530 million asagainst Rs 38974 million in the previous year.
In an age of regular technological disruption Tech Mahindra isdelivering value to its customers with its domain expertise and wide range of offerings inblockchain machine learning artificial intelligence cloud cyber security quantumcomputing and IoT combined with an intimate understanding of each customer and theirobjectives. The Company has collaborated with industry leaders and startups academia andpartners under TechMNxt charter to provide customized yet simplified solutions forcustomers.
IMPACT OF COVID-19
The COVID - 19 pandemic that began in Q4 of FY 2019-20 continues toimpact people globally causing healthcare crisis impacting economies and businesses atlarge. Economic activity took a backseat as most efforts were channelized in strengtheninghealth infrastructure and supporting weaker sections of the economy. The Company didwitness impact in several of its clients as organizations resorted to cash conservationand reduction of discretionary spending. This impacted demand in the first half ofFinancial Year 2020-21. Your Company undertook several initiatives to ensuring safety ofits people assets and communities at large. The Company deployed business continuityplans ensuring continues service to customers throughout these tough times. Your Companyrealigned its strategy modified the delivery model and crafted solutions focused onenabling the clients to imagine the future of their business building and running it forthem. This led to a robust demand in the second half of the year as your Company helpedadopt massive technological changes and new business models.
The Company on April 9 2020 acquired 51% of the share capital ofCerium Systems Private Limited (Cerium). The enterprise value of Cerium is Rs 2450million. Cerium is an integrated circuit and embedded software design service providerthat is expected to help bolster Tech Mahindra's capabilities in the areas ofsemiconductor design and testing embedded software development / testing and productengineering. The remaining 49% to be acquired over the next three years at a valuationlinked to the financial performance of Cerium. During the year the Company acquired afurther 6% stake thereby taking the total shareholding to 57%.
The Company on April 9 2020 acquired 100% of the share capital ofZen3 for a cash consideration of USD 64 million out of which USD 35 million was paidupfront USD 4 million will be paid over two years and maximum upto USD 25 million will bepaid over three years linked to financial performance. Zen3 is leading software solutiongroup with strong capabilities in AI enablement services AI speech solutions cloudengineering software product engineering and DevOps. Zen3 has more than 1300 employeesacross offices in Seattle Dublin Bengaluru Hyderabad and Vishakhapatnam.
The Company acquired 100% of the share capital of Tenzing Ltd andTenzing Australia Ltd (Tenzing Group) through its wholly owned subsidiary Tech Mahindra(Singapore) Pte Ltd at a consideration of USD 29.5 million including earnouts. The Companyis headquartered in Auckland New Zealand and is engaged in the business of ManagementConsulting Digital Transformation and Technology services. It has 145 employees and aturnover of USD 27.4 million. The acquisition will bring strong capabilities primarily inthe Insurance vertical along with expanding footprint in the Australia and New Zealand(ANZ) market. The acquisition was completed on December 1 2020.
Momenton Pty. Ltd. ("Momenton") was acquired by the Companythrough its wholly owned subsidiary viz. Tech Mahindra (Singapore) Pte Limited at aconsideration upto AUD 14.3 million including earnouts. The company is headquartered inMelbourne Australia and has approximately 55 employees. Turnover for the financial yearended 30th June 2020 was AUD 10.8 million. Momenton is a cloud and engineeringservices provider with a Banking and Financial Services (BFS) focus. The acquisition willenhance Tech Mahindra's digital transformation capabilities and provide Tech Mahindraa scaled-up presence in the Australian BFS market. This acquisition was completed on 12thFebruary 2021.
The Company acquired 70% of Perigord Asset Holdings Limited("Perigord") through its wholly owned subsidiary Mahindra Engineering Services(Europe) Ltd at a consideration of EUR 21 Million and the remaining 30% will be acquiredover the next four years at a valuation linked to financial performance of the company.Perigord is headquartered in Dublin Ireland with a presence in Germany USA and Indiawith 380 employees. For the financial year ending 31st December 2020 thecompany had revenue of EUR 19.5 million The Indian subsidiaries of Perigord were acquiredby the Company directly.
Perigord specialized in end to end packaging supply chain solutions tothe life sciences industry with services such as packaging artwork & labellingservices strategic consultancy creative and digital strategic outsourcing managedservices and software solutions. The acquisition was completed on 15th March2021.
PAYMENTS TECHNOLOGY SERVICES LIMITED
The Company announced the acquisition of Payments Technology ServicesLimited Hongkong on 12th January 2021 at a consideration of USD 9 million. Thecompany is headquartered in Hong Kong and has approximately 109 employees. Turnover of theCompany for the financial year ended 31st December 2019 was USD 5.4 million.
The Payments Technology Services entity is a step- down subsidiary ofFidelity Information Services (FIS). The acquired capabilities in the payments space willgive us access to IPs and licenses for two products which is consistent with the strategyof pivoting the business towards products and platform implementations as well asparticipating in the banking transformation programs. This acquisition will open up otheropportunities for Tech Mahindra across a number of areas in partnership with FIS.
The Company announced the acquisition of DigitalOnUs Inc.("DigitalOnUs") on 19th April 2021 at an enterprise value of USD 120million through its wholly owned subsidiary Tech Mahindra (Americas) Inc. The company isheadquartered in San Jose California USA. DigitalOnUs is focused on Cloud NativeDevelopment and Hybrid Cloud Automation services. The acquisition of DigitalOnUs willenhance Tech Mahindra's capability in cloud native engineering and position it todevelop cutting-edge digital solutions for its customers. DigitalOnUs has more than 380employees. For the financial year ending 31st December 2020 the company hadrevenue of USD 30.6 million. The Indian subsidiary of DigitalOnUs namely DigitalOpsTechnology Private Limited has been acquired by the Company.
The Company announced the acquisition of Eventus Solutions Group LLC.("Eventus") on April 26 2021 through its wholly owned subsidiary Tech Mahindra(Americas) Inc. at a consideration of USD 44 million. Eventus provides end-to-end customerengagement solutions such as strategy consulting cloud based tools and automationservices and managed services. The company is headquartered in Denver Colorado. It has aturnover of USD 33.2 million in CY2020 with an employee base of around 100 spread acrossvarious states in the US.
The acquisition of Payment Technology Services Ltd DigitalOnUs andEventus are yet to be consummated on the date of this report.
DETAILS OF SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES
The performance and financial position of the subsidiaries associatecompanies and joint venture companies included in the consolidated financial statement isprovided in accordance with the provisions of Section 129 read with Rule 5 of theCompanies (Accounts) Rules 2014 containing the salient features of the financialstatement of Company's subsidiaries/joint ventures or associate companies in Form AOC- 1 in "Annexure I" to this report.
Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules 2014 thenames of the companies which have been incorporated or ceased to be the subsidiariesjoint ventures or associate companies during the year are provided in "AnnexureII" to this report. The Company is actively pursuing the initiative on consolidationof its subsidiaries/branches to optimise the operational costs. During the year underreview your Company has closed/merged Eight subsidiaries.
In terms of the provisions of Regulation 24 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Tech Mahindra (Americas) Inc.is a wholly owned unlisted material subsidiary of the Company.
The policy for determining material subsidiaries formulated by theBoard of Directors is disclosed on the Company's website and is accessible onhttps:// insights.techmahindra.com/investors/Policy-For-Determining-Material-Subsidiaries.pdf
UPDATE ON MERGER
The Board of Directors at its meeting held on January 31 2021 approvedthe Scheme of Merger of Tech Mahindra Business Services Ltd and Born Commerce Private Ltdwith the Company. Accordingly the companies filed the applications before Hon'bleNational Company Law Tribunal (NCLT) Mumbai and Chennai Benches respectively. Theapplications are pending for admission as on the date of this Report.
Your Company has taken several initiatives in the development of humanresources the most important asset of the Company. Some of the initiatives taken in thisarea are -
Wellness: Putting Well-being at the Forefront
Since 2017 your Company has been leading a unique corporate wellnessprogram called "Wellness Before Business" that has helped prioritize health asthe foundation of its associates' professional personal and spiritual well-being.Your Company was able to adapt faster to the challenges of the COVID-19 pandemic with allactions aligned to this belief. It also gave birth to the mantra of #WellnessFirst andencouraged mental & virtual connect amongst teams while remaining physically apart.Your Company launched the AMIGO Program for holistic emotional and mental wellness forassociates and their dependents. Your Company conducted daily health sessions for mental(psychological experts with byte sized videos) emotional (stay connected virtually whilemaintaining social distance) and physical (how to stay healthy and fit) wellness. Bytransitioning to virtual wellness services daily sessions with experts and incentivizingwellness benefits your Company has encouraged its associates stay distant yet connected.
Pandemic: Enabling Work from Home
Your Company was amongst the first to publicly express the need forstaying distant and being safe with a logo tweak the "e" in "TechMahindra" being boxed inside a home. Your Company formed Rapid Action Task forces atdifferent locations for business continuity and enabling work from home. These teamshelped in collaborating with government authorities complying with health advisoriesimplementing best practices like travel restrictions and defining local emergencyprotocols. Your Company also rolled out several new policies like Remote Workstation setup Laptop Rental Special COVID-19 Leave Benefit Insurance cover for Home Quarantine andVaccination Cost Reimbursement to support working from home. Associates were also providedwith infrastructure support for networking and security requirements. To make associatesand managers accustomed to working from home the WFH101 program was launched within aweek of the lockdown. These activities enabled over 90% of associates to work from homeproductively within 72 hours of the government's lockdown announcement.
Leadership: Peacetime Leaders to Wartime Generals
The COVID-19 pandemic changed the leadership paradigm and style offunctioning. Your Peacetime Leaders became Wartime Generals. Like in war one does nothave the luxury of time to mull over decision making the pandemic called for leaders tobecome agile think fast and act faster. It meant being focused and yet open to revisitingstrategies taking bold risks judiciously deploying resources and above all workingtirelessly till the war was won! This new model of Wartime Generals' is whatyour Company sought to create. These new leaders helped rally their teams kept the teamengaged and communicated clear crisp messages frequently while challenging conventionalthinking. Your Company has launched a real-time Performance Management System for its top300 leaders to drive a high-performance culture which ensures that key businessinitiatives and leaders' goals are in-sync and tracked regularly. Your Company hasalso setup five transformation offices and identified 36 strategic initiatives along withoutput metrics targets and RACI.
Communication: Frequent Transparent and Empathetic
With associates working from home your Company faced naturalchallenges in ensuring that a distributed workforce stayed connected. Your Companycommunicated with urgency transparency and empathy to help associates adjust to theconstantly changing conditions crises bring and to maintain a single source of truth. YourCompany created a live microsite to prioritize consistent and continuous communication.Your Company launched a daily newsletter called TechM Coronicles that included a videomessage from a leader inspirational stories clarification of rumours trainingcalendars associate engagements and customer kudos. Additionally a new connect seriescalled PrimeTime was introduced to keep associates updated and inspired by externalspeakers. This was a daily one-hour virtual connect and it featured global leaders from across section of industries including Sports Cinema and Politics. There were close to 150episodes of Primetime over the course of the year.
Engagement: lovetobeTechM has no boundaries
Your Company used connected technologies to create meaningfulexperiences for associates working remotely and organized several collaborative activitiesthat included their families. Through the "Each One House One" initiativeassociates welcomed their colleagues from their neighborhood into their homes. YourCompany also facilitated the return of approximately 2000 associates and their familieswho were stranded abroad through repatriation flights.
Rewards: Nurturing A Culture of Giving
Your Company and its associates believe in driving positive changeespecially the vulnerable communities impacted during pandemic through individual andCompany social responsibility. Last year associates donated '1.5 million towards socialcauses - a 105% increase over the previous year. Associates also helped vulnerablecommunities through voluntary services like grocery/grain distribution tree plantationand community drives taking care of migrant workers donating PPE kits / medical suppliesetc. Your Company also facilitated the screening of around 10000 third-party vendorsassociates and members of the partner ecosystem including those working in pantrysanitation and security departments through the Mhealthy platform. Mhealthy was launchedin July 2020 with 32 screening tests risk profile access to medical care antibody testfor COVID-19 to secure the workplace. Through these numerous measures
your Company has continued to recognise the extra ordinary resilienceshown by associates through its digital platform that nurtures appreciation and socialsharing.
Hiring: Reversing the pyramid
Your Company has taken proactive steps to introduce young talent thatwill thrive in the new normal.' With the launch of new programs like LEAP andELEVATE your Company gives fresh graduates the flexibility of remote work from home.These programs in addition to the existing ELITE Engineering graduate hiring ManagementTrainee program (for hiring fresh talent from B-schools) and Global Leadership Cadreprogram (for fast-tracking the growth of young leaders) help your Company reverse thepyramid. Your Company has also expanded the use of the #NewAgeDelivery platform in thehiring process by checking for internal talent that are to be released from projects orthose already on the bench so as to reduce external hiring costs.
Learning: Becoming Fit4Future
During the year virtual learning picked up momentum as your Companyprioritized re-skilling and upskilling through the NAD Learn (formerly Upskilling as aService) platform. This self-learning ecosystem has offered more than 55000 associatesthe opportunity to become full-stack/ full cycle professionals. 20000+ associates areengaged in the RIDE Future Skilling program that is helping your Company transition to newage technologies. Your Company launched EMBARK to train 500+ Program Managers on tenspecial competencies. The top 300 Leaders who completed the Chrysalis program last yearhad a special 3-month development journey to help them lead during this unprecedentedtime. Your Company has also helped 400+ customers across 31 countries prepare for a postCOVID-19 world by sharing best practices and learning content.
Diversity: Creating a sense of Belonging
Your Company reinforced its commitment to being intentionally diverseby becoming a signatory of UN Women and a part of the WEP (Women's EmpowermentPrinciples) Community. The Women Leaders Program has helped your Company identify morethan 50 trailblazers who can drive future business in the new normal.' Focussedefforts were made towards generational diversity as young leaders were developed throughprograms like AIM Ascend and Transcend.
The Company continues its focus on quality and strives to exceedcustomer expectations at all times. During the year it continued to strengthen theimplementation of CMMI Dev v1.3 (Capability Maturity Model Integration) Dev v1.3(Capability Maturity Model Integration) (Development) for which the organization isassessed at L5. Similarly it underwent various upgrade and continuous evaluation auditsfor multiple standards during the year in order to meet client demands and enhance valuedelivery - Successfully assessed for CMMI Dev v 1.3 Level 5 ISO 9001:2015 (QualityManagement System) ISO 20000-1:2018 (Information Technology Service Management System)ISO 27001:2013 (Information Security Management System) TL9000 R 6.2/ R5.6 (QualityManagement Systems for Tele Communications industry) ISO 13485:2016 (Quality ManagementSystems for medical devices - scope of certification limited to medical devices businesswithin Tech Mahindra) AS9100 Rev D (Standard for Aerospace domain - scope ofcertification limited to the aerospace business within Tech Mahindra).
In addition to these your Company also maintains its commitment tohealth safety and environment by continually improving its processes in accordance withISO 14001:2015 (Environmental Management System) and ISO 45001: 2018 (Occupational Healthand Safety Assessment Series) standards. Your Company is also certified on ISO 22301:2012(Societal Security and Business Continuity Management System) and has a comprehensiveBusiness Continuity and Disaster Recovery framework to prevent potential businessdisruptions in the event of any disaster. It has processes that helped resume services tocustomer's acceptable service levels. Automated Service Desk with SLAs for enablingbusiness and Vulnerability Assessment and Penetration Testing Lab for secured corporatenetwork operations are highlights that showcase the information security posture of theOrganization.
During the pandemic year the entire quality management system was putto test associates were working from home while complying with all security requirementsand able to deliver the services to the desired quality as per customer contractualcommitments.
Tech Mahindra (IT Division) has been assessed for the implementation ofhigh maturity business excellence practices at Mahindra Group (Services Sector). It hasbeen assessed at TMW Maturity Stage 6 (on scale of 1-10 stages) of Mahindra BusinessExcellence Framework - The Mahindra Way. These certifications are testimony of therobustness of business processes and at large the quality culture imbibed in theorganization.
Your Company has continued to strengthen the process for transformingQuality Assurance processes & delivery methods to New Age Delivery processes throughthe #NewAgeDelivery Engine. This engine focuses on asset creation and re-usabilityenabling associates to be rightly skilled through Upskilling as a service enablingprojects 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 has lead tobetter customer experience and faster quality delivery. This engine is furtherstrengthened with command center view for the programs and units to access their realtimeperformance against the targets. Moreover the system is enabled with automated signals andalerts when the performance breaches the threshold for the owner to take correctiveactions. The Company is putting all these initiatives in place to ensure that it deliveras stated in its Quality Policy.
During the year under review all Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. The IndependentDirectors have also given declaration of compliance with Rules 6(1) and 6(2) of theCompanies (Appointment and Qualification of Directors) Rules 2014 with respect to theirname appearing in the data bank of Independent Directors maintained by the IndianInstitute of Corporate Affairs.
Pursuant to the provisions of Section 152(6)(c) of the Companies Act2013 Dr. Anish Shah is liable to retire by rotation and offers himself for reappointment.
Dr. Anish Shah (DIN: 02719429) who was appointed as an AdditionalDirector with effect from September 10 2019 has been appointed as Director of the Companyat the Annual General Meeting held on July 28 2020.
Your Directors co-opted Mr. Manoj Bhat (DIN: 05205447) as an AdditionalDirector with effect from 2nd April 2021 whose term will end at the ensuingAnnual General Meeting and being eligible offers himself for appointment.
Mr. V.S. Parthasarathy (DIN: 00125299) resigned as director of theCompany with effect from 31st January 2021. Your board places on record itssincere appreciation for the valuable services rendered by Mr. Parthasarathy to theCompany during his tenure.
In terms of Regulation 24(1) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Mr. T. N. Manoharan Independent Director ofthe Company has been appointed as Director in Tech Mahindra (Americas) Inc. a Whollyowned unlisted material subsidiary of the Company with effect from May 21 2019.
Mr. T. N. Manoharan was also appointed as Lead Independent Director bythe Board of Directors at its Meeting held on April 26 2021.
In the opinion of the Board of Directors the Independent Directors haverelevant proficiency expertise and experience.
These programmes aim to provide insights into the Company to enable theIndependent Directors to understand its business in depth and contribute significantly tothe Company. The details of program for familiarisation of the Independent Directors withthe Company are available on the Company's website and can be accessed at;https://insights. techmahindra.com/investors/tml-familarisation- progarmmes-for-IDs.pdf
The Board members are also regularly updated on changes in thestatutory provisions like changes in Corporate Laws SEBI Regulations Taxation Laws andPeople related laws as applicable at the quarterly Board meetings. The Board members arealso updated on the Risk universe applicable to the Company's business. The MD &CEO of the Company had a quarterly session with Board members sharing updates about theCompany's business strategy operations and the key trends in the IT industry thatare relevant for the Company. These updates help the board members in keeping abreast ofthe key changes and their impact on the Company.
Pursuant to the provisions of the Companies Act 2013 and Regulation 19read with Schedule II Part D of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has devised a policyon evaluating the performance of the Board of Directors the Chairman Committees andIndividual Directors. The evaluation process was carried out through a web-based portal.The summary of the evaluation reports was presented to the respective Committees and theBoard. The Directors had a positive feedback on the overall functioning of the Committeesand the Board. The suggestions made by the Directors in the evaluation process have beensuitably incorporated in the processes.
NUMBER OF MEETINGS OF THE BOARD
The Board met seven times during the financial year 2020-21. Themeeting details are provided in Corporate Governance report that forms part of this AnnualReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013 and SEBI Listing Regulations.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Governance policies laid down by the Board of Directors of yourCompany include:
i. Policy on appointment and removal of Directors Key ManagerialPersonnel and Senior Management.
ii. Policy on remuneration to the Directors Key Managerial Personneland Senior Management and other Employees.
The extract of these two policies are provided in "AnnexureIII".
The policies are available on the Company's website onhttps://insights.techmahindra.com/investors/Governance-Policies-including-remuneration-to- Directors-KMPS.pdf
In accordance with the principles of transparency and consistency yourCompany has adopted governance policies for its Board of Directors Key ManagerialPersonnel & senior management appointments remuneration and evaluation. In line withthese Governance policies the Company has established a formal Succession PlanningProgram for key managerial persons across the organization. The Board evaluates all suchplans at a regular intervals and institutes a formal program for filling any such criticalposition. The Board evaluates both internal and external candidates for such positionsalongwith the recommendations of the Company. The Company also has a leadershipdevelopment program where it identifies high potential managers and trains them to takeup the positions of higher responsibilities. The Company has identified the second line ofleadership which provides stability to the business in any contingencies.
The Company has laid down a policy on training for IndependentDirectors as part of the governance policies. The Senior Leadership of the Company updatethe Directors on the regulatory changes Business strategy and operations periodically.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to provisions of Section 203 of the Companies Act 2013 Mr.C. P Gurnani Managing Director & Chief Executive Officer Mr. Manoj Bhat ChiefFinancial Officer and Mr. Anil Khatri Company Secretary & Compliance Officer were theKey Managerial Personnel of the Company during the year under review. Mr. Milind Kulkarniwas appointed as Chief Financial Officer of the Company w.e.f. 2nd April 2021.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directorsbased on the representation(s) received from the Operating Management and after dueenquiry confirm that:
i. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
ii. they have in the selection of the accounting policies consultedthe Statutory Auditors and these have been applied consistently and reasonable andprudent judgments and estimates have been made so as to give a true and fair view of thestate of affairs of the Company as at March 31 2021 and of the profit of the Company forthe year ended on that date;
iii. proper and sufficient care had been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. they had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
vi. the proper systems to ensure compliance with the provisions of allapplicable laws are in place and are adequate and operating effectively.
DETAILS WITH RESPECT TO ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
The Company has internal financial controls which are adequate and wereoperating effectively. The controls are adequate for ensuring the orderly and efficientconduct of the business including adherence to the Company's policies the safeguarding of assets the prevention & detection of frauds & errors the accuracyand completeness of accounting records and timely preparation of reliable financialinformation.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / PROCEEDINGS
There are no significant and material orders passed by the regulatorsor courts or tribunal impacting the going concern status and the Company's operationsin the future.
Further no application against the Company has been filed or is pendingunder the Insolvency and Bankruptcy Code 2016 nor the Company has done any one timesettlement with any Bank or Financial institutions.
The members in the 30th Annual General Meeting held onAugust 1 2017 appointed B S R & Co. LLP Chartered Accountants [Firm'sRegistration No. 101248W/W- 100022] as the Statutory Auditors of the Company to holdoffice for a term of five years from the conclusion of the 30th Annual GeneralMeeting (AGM) of the Company held in the financial year 201718 until the conclusion of theAGM of the Company for the financial year 2021- 22 on such remuneration as may bedetermined by the Board of Directors.
The members may note that the Ministry of Corporate Affairs videnotification dated May 07 2018 has done away with the requirement of yearly ratificationof appointment of Statutory Auditors at the AGM.
Pursuant to Section 139 of the Companies Act 2013 the statutoryauditors B S R & Co. LLP Chartered Accountants have confirmed that they are eligibleto continue as auditors.
There are no qualifications reservations adverse remark or disclaimermade in the audit report for the Financial Year 2020-21.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had appointed Dr. K. R. Chandratre Practicing Company Secretary Pune toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is availableat "Annexure IV" to this report. There are no qualifications reservationsadverse remark or disclaimer made in the Secretarial Audit Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards.
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 the Annual Return in Form MGT-7 is available at the weblink: https://insights.techmahindra.com/investors/mgt7- annual-return-202021.pdf
Disclosures of the ratio of the remuneration of each director to themedian employee's remuneration and other details as required pursuant to Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time areprovided as "Annexure V".
None of the directors or Managing Director & CEO of the Companyreceived any remuneration or commission from Subsidiary Companies of your Company.
The details of remuneration paid to the Directors including theManaging Director & CEO of the Company are given in Corporate Governance Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act2013 ("the Act") read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report. Howeverpursuant to first proviso to Section 136(1) of the Act this Report is being sent to theShareholders excluding the aforesaid information. Any shareholder interested in obtainingsaid information 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.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company laid down Prevention of Sexual Harassment (POSH) policywhich is available on its website. 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.
The status of complaints received under POSH and redressed by the POSHCommittee of the Company during the financial year under review are given below:
a) Number of complaints received - 30
b) Number of complaints redressed - 28
c) Number of complaints pending - 2
The Company carried out focused campaign on POSH and Awareness driveswith the help of its BPS teams. Further the employees are required to undertake mandatorycertification on POSH to strengthen the POSH awareness and sensitivity.
EMPLOYEE STOCK OPTION SCHEMES
During the year under review there were no material changes in theEmployee Stock Option Schemes (ESOPs) of the Company and the Schemes are in compliancewith the SEBI Regulations on ESOPs. As per Regulation 14 of SEBI (Share Based EmployeeBenefits) Regulations 2014 read with SEBI circular dated June 16 2015 the details of theESOPs are uploaded on the Company's website; https://insights.techmahindra.com/investors/Details-of- ESOPs-FY-2020-21.pdf
A report on Corporate Governance covering among others compositiondetails of meetings of the Board and Committees along with a certificate for compliancewith the conditions of Corporate Governance in accordance with the Securities and ExchangeBoard of India (Listing Obligations And Disclosure Requirements) Regulations 2015 issuedby the Statutory 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 inthe Management Discussion and Analysis Report which forms part of this Annual Report.
Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148 (1) of the Companies Act 2013 are not applicable forthe business activities of the Company.
The Risk Management Committee of the Board of Directors guides theoperating management to identify risks analyze their probability and impact and preparemitigation plans. It periodically reviews the Risk Management Framework & EnterpriseRisk Register which is presented by the Chief Risk Officer. The Company identifies allpotential risks economical business currency operational climate governancefinancial etc and prepares a mitigation plan for each of the risks. The elements of riskas identified by the Company with the impact and mitigation strategy are set out in theManagement Discussion and Analysis Report (MDA).
ESTABLISHMENT OF VIGIL MECHANISM
The Company has laid down Whistle Blower Policy covering VigilMechanism with protective Clauses for the Whistle Blowers. The Whistle Blower Policy ismade available on the website of the Company.
DEPOSITS / LOANS & ADVANCES GUARANTEES OR INVESTMENTS
The Company has not accepted any deposits from the public during theyear under review. The particulars of loans/advances guarantees and investments underSection 186 of the Companies Act 2013 are given in the notes forming part of theFinancial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties as defined underSection 2(76) of the Companies Act 2013 and Regulation 23 of the Securities and ExchangeBoard of India (Listing Obligations And Disclosure Requirements) Regulations 2015("The Listing Regulations") during the financial year under review were in theordinary course of business and at an arm's length pricing basis and do not attractthe provisions of Section 188 of the Companies Act 2013. There were no transactions withrelated parties in the financial year which were in conflict with the interest of theCompany and requiring compliance of the provisions of Regulation 23 of the ListingRegulations. Suitable disclosure as required by the Indian Accounting Standards (Ind AS24) has been made in the notes forming part of the Financial Statements.
The Company has formulated a policy on the materiality of Related PartyTransactions and dealing with Related Party Transactions which has been uploaded on theCompany's website and can be accessed at following linkhttps://insights.techmahindra.com/investors/Related- Party-Transactions-Policy.pdf
The particulars of related party transactions in prescribed Form AOC -2 are attached as "Annexure VI".
Pursuant to Regulation 23(9) of the Listing Regulations your Companyhas filed half yearly report on Related Party Transactions with the stock exchanges.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are provided in"Annexure VII" which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR vision of the Company is "Empowerment throughEducation."
In compliance with the guidelines prescribed under Section 135 of theCompanies Act 2013 your Company has constituted a Corporate Social Responsibility (CSR)Committee of the Board. The CSR policy covering the Objectives Focus Areas GovernanceStructure Monitoring and Reporting Framework among others is approved by the Board ofDirectors. In accordance with the amendments made in Section 135 in January 2021 the CSRPolicy has been duly revised and is available at https://files.techmahindra.com/static/img/pdf/csr-policy-techm- v3-march2021.pdf
The Company has spent more than 2% of the average net profits of theCompany during the three immediately preceding financial years on CSR. During the yearunder review the Company contributed a significant amount towards COVID-19 reliefefforts.
The Company's social initiatives are mainly carried out by TechMahindra Foundation and Mahindra Educational Institutions Section 8 (erstwhile Section25) Companies promoted by the Company.
TECH MAHINDRA FOUNDATION (TMF)
The Foundation was set up in 2006 as a Section 25 Company (referred toas a Section 8 Company in the Companies Act 2013). Since then it has worked tirelesslytowards the overarching vision of "Empowerment through Education" establishingitself as a prominent CSR player within the Mahindra Group as well as a leading socialorganization at the national level. The Foundation essentially works with children youthand teachers from disadvantaged urban communities in India with a special focus on womenand persons with disabilities. During the year under review Tech Mahindra Foundation hassuccessfully implemented 150 high-impact projects with more than 90 partners directlybenefitting 31767 individuals. In addition the Foundation reached out to over 1.5Million people across the country through its COVID Relief efforts.
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 arelong-term school improvement programmes in partnership with local governments and partnerorganisations. The Foundation in 202021 worked with 30 government schools to turn themaround into model schools of excellence. Around 6400 students were covered under thisprogramme.
During the year the Foundation expanded its work for children withdisabilities through its ARISE+ programme. This programme is a variant of ARISE in whichchildren with disabilities are provided chronic therapy as well as special education tohelp them lead more fulfilling lives. Through 25 projects the programme enabled 2776differently-abled students to become better learners and more independent in managingthemselves. As the interventions shifted to online mode 430 students were provideddigital tablets to ensure continuity of learning.
Shikshaantar envisioned as a programme for enhancing capacity ofgovernment school teachers has emerged as an important programme in the educationportfolio of the Foundation. TMF works with the Municipal Corporations in East Delhi andNorth Delhi by running their In-Service Teacher Education Institutes and during the yearunder review as many as 6378 teachers were trained as part of this initiative. Thisincluded specially designed modules for Digital Literacy Cyber Security and Mental Healththat were delivered to the teachers through online sessions.
MOBILE SCIENCE LAB
In order to increase the footprint of its work in education and reachthe unreached TMF launched a unique initiative in 2019-20 - the Mobile Science Lab. Forthis a Mahindra bus was remodeled into a science lab on wheels that travelled acrossschools in East Delhi to provide STEM learning for children in grades 3 and 4. Though theprogram could not be implemented because of COVID a second Mobile Science Lab wascommissioned through funding received from the National Scheduled Caste Finance &Development Corporation.
Skills-for-Market Training (SMART) is the Foundation's flagshipprogramme in employability. It is built on the vision of an educated enabled andempowered India and the belief that educated and skilled youth are the country'strue strength. The programme started with three Centres in 2012 and is currently runningover 100 Centres at 11 locations across India. These include SMART Centres SMART+ Centres(training for people with disabilities) and SMART-T Centres (training in technicaltrades).
In financial year 2020-21 your Company trained 14394 young women andmen under its SMART program of which 1687 were persons with disabilities. Uponsuccessful completion of the course more than 70% of the graduates are placed in jobsacross multiple industries. A significant achievement for the year was that the averagesalaries earned by the students increased by over Rs 500 per month despite the severeimpact of the pandemic.
The Foundation's commitment to setting new benchmarks in skilldevelopment in India has been underscored by the setting up of Tech Mahindra SMARTAcademies which provide the highest quality of skill training to youngsters in Healthcareand Digital Technologies. During FY 2020-21 1317 students were enrolled to the fourHealthcare Academies in Delhi Mohali Mumbai and Pune the last of which startedfunctioning in March 2021. In addition another 710 students were enrolled at the SMARTAcademies for Digital Technologies in Vizag Hyderabad and Mohali.
TMF's work in COVID Relief
As soon as the pandemic broke out in the beginning of the FinancialYear the TMF team shifted its emphasis towards carrying out relief activities for thosewho were the hardest hit - daily wagers migrant workers farmers persons withdisabilities and the transgender community. Through a structured and efficientintervention the Foundation distributed nearly 6 lakhs ration kits 3.20 lakhs cookedmeals PPE kits masks and medical equipment to hospitals. In all relief efforts worthRs 14.82 crores were carried out over the year that continued into the current financialyear as well. Till date over 20 lakhs people have benefitted through these efforts.
MAHINDRA EDUCATIONAL INSTITUTIONS (MEI)
MEI - a not-for-profit 100% subsidiary of the Company has set upMahindra Ecole Centrale in August 2014 - through a collaborative venture between MahindraEducational Institutions and Ecole Centrale of Paris France (now known as CentraleSupelec) and the JNTU Hyderabad - to offer undergraduate engineering programs. Throughthis strong Indo-French Collaboration with Centrale Supelec and Industry connect with TechMahindra MEC has emerged as a disruptive player in the field of Technical Education.
MEI has sponsored the setting up of Mahindra University to introducediverse streams of education in addition to Engineering.
Mahindra University (MU) was notified by the Government of Telanganavide Telangana Ordinance No. 1 of 2020 dated 20th May 2020 as per the
Telangana State Private Universities (Establishment and Regulation)Act 2018 for "educating future citizens for and of a better world".
Mr. Anand Mahindra Chairman of the Company and the Mahindra Group isthe Founding Chancellor of the University and he believes that Professional Courses havethe greatest potential to contribute to economic inclusivity and sustainable development.
The University will drive a meaningful shift in the way we deliverhigher education besides focusing on infusing emerging technologies into the educationspace it will drive interdisciplinary academic excellence integrating sciencetechnology humanities ethics philosophy and design with purpose. It will also stresson developing multiskilled leaders who are ethical and empathetic and capable ofreflection as well as innovation.
The University is India's first to leverage AI & EI(artificial & emotional intelligence) for both education as well as collaborationacross the board.
Besides the existing programs in Civil Engineering Computer ScienceEngineering Electrical & Electronics Engineering and Mechanical Engineering theEcole Centrale School of Engineering is offering 4-year UG programs of study inElectronics & Computer Engineering Artificial Intelligence and Computation andMathematics from academic session 2020-21.
In the 2020 academic session 657 students were admitted to theUniversity in UG engineering programs including 42 students in the PhD program inEngineering. Due to constraints imposed by the pandemic classes had to be held online formost of the academic session.
The University started its accreditation process with submission ofrequisite documentation to the National Board of Accreditation for the four UG programs inCSE EEE Civil and Mechanical Engineering.
The Annual Report on CSR activities is provided as "AnnexureVIII".
The pandemic has reinforced the fact that a focused sustainablestrategy is needed for business continuity and profitable growth. All businesses have acritical role to play as a source of finance driving innovation and ensuring economicgrowth and employment.
The environment social and governance (ESG) principles built-in theTech Mahindra long-term growth strategy have helped to mitigate risks and drive profitablegrowth even in this crisis situation. Adopting resilient strategies and sustainabletransformation with a focus on low carbon future have helped the Company to quickly adaptto disruptions and leverage the processes towards Business continuity. The Company'scommitment to environment sustainability climate change and water security spans theentire business. As a Company with a purpose it has delivered on its promise to runbetter change faster and grow greater while also creating meaningful human experiencesfor all. The Cpmpany is pursuing plans that will have long-term impacts on the planet andcommunities leading to a balance between sustainability and overall businessprofitability.
With a structured stakeholder engagement process Tech Mahindra hasbeen able to design strategies and initiatives which not only improves our sustainabilitycredentials but also reinforces its overall business philosophy. The Company is breakingthrough new frontiers turning to renewable energy to achieve ecological balance whileensuring that when it comes to investments the Company is pioneering new solutions forsustainable development. Your Company emphasis on green eco-system is seen through itscommitment to going carbon neutral making optimum use of resources and moving towards alow emission technology. The profitability of the Comopany is aligned with its principlesallowing to set sustainability milestones on its journey toward a secure future.
Your Company is aligned to the SDGs (Sustainable Development Goals) andits sustainability focus areas are as below:
Going Carbon Neutral: Increase use of renewable energy throughonsite installation and open access; improve energy efficiency through installation ofLEDs sensors; boost green investments by implementing Carbon Price; optimize businesstravel by enabling virtual meetings; encourage use of public transport and carpool toreduce commute emissions; plant trees to offset carbon footprints; move towards a lowcarbon economy ensuring environmental protection
Saying No to plastic: Maintain plastic-free campuses andencourage associates and stakeholders to use eco-friendly & biodegradable materials.Spread awareness and initiate campaigns on preventing single-use plastic
Reduce Reuse Recycle Recover: Implement process of ReduceReuse Recycle and Recover across the value chain to limit waste and enable a circulareconomy
Sustainable supply chain: Ensure our suppliers follow thehighest standard of sustainable and ethical best practices; optimise logistics andtransportation to reduce emissions
Work-life balance: Provide an assured career development pathand a feasible and flexi work- life balance to our associates along with a range ofassociate-friendly policies and processes
Innovation: Becoming future ready by proactively encouragingInnovative thinking across the organization adopting technology disruption to reduceemissions and going digital. Developed sustainable solutions with technologies like loTAutomation Blockchain and AI in sustainability that will help enable a pathway to reduceemissions and other impacts of climate change.
Green solutions: Investing in Smart gridMicrogrid-As-A-Services Community Action Platform for Energy Integrated Electric VehicleCharging systems Smart data hubs and Smart Cities for our Customers to reduce theiremissions
Individual Social Responsibility: encourage associates in makingsustainability a part of their daily lives even while working from Home
Transparency: Showcase our organizational policies processesrisk management along with financial environmental and social data in the IntegratedReports available online
The commitment and performances are validated by the externalrecognition the Company received:
> The only Indian company to be listed in Carbon Clean 200 byCorporate Knights and As You Sow
> The only Indian IT company to score double A' in CDPClimate and CDP Water
> Included in the Climate Disclosure Project (CDP) SupplierEngagement Leaderboard 2020
> One amongst only 3 companies from India to be in DJSI World Index2020
> One of only 11 Indian Companies in DJSI Emerging Markets 2020
> Only Indian company recognized amongst the 2021 Global 100Most Sustainable Corporations' by Corporate Knights
> Scored A+ and included in the top 5 of India's mostSustainable companies by Business World in collaboration with Sustain Labs Paris
> Awarded Gold rating with 94 percentile in 2020 by ECOVADIS
> Constituent of FTSE4Good Index 2020 by Financial Times StockExchange-Russell Group
> Winner of Mahindra Group Sustainability Performance Award 2020
> Leaders with 99 percentiles in SUSTAINALYTICS
The Integrated Annual Report is based on various global standards andframeworks like TCFD (Taskforce on Climate Related Financial Disclosures) CDSB (ClimateDisclosure Standards Board) SASB (Sustainability Accounting Standard Board) and GRIstandards and assured by third party according to ISAE International Standard on AssuranceEngagement) 3000 standard.
Tech Mahindra discloses climate-related risks and opportunities in linewith the recommendations of TCFD which focusses on the financial impact of climate-relatedchanges on our operations.
The TechM Board is accountable for all risks and opportunities. The MDand CEO of the Company chairs the CSR Committee of the Board and has the ultimateresponsibility for Sustainability. He is ably supported by the Chief SustainabilityOfficer who directly reports to him and Senior Management members of the SustainabilityCouncil who manage all aspects of climate change including climate-related risks andopportunities.
The pandemic has made it imperative to make this a time of change and atime of learning. Your Company embed sustainability into COVID-19 economic recoveryimplement their promises and stretch its commitments to provide for a better and moresustainable future. Tech Mahindra is committed to the SDGs and is transitioning to alow-carbon economy to achieve the goals of Paris agreement. The strategy includesfutureproofing its growth against impending changes in policies and regulations andincreasing its compliance readiness. The Company is agile and adaptive to dynamic changesin internal and external environment with strategies in place to manage all business andclimate change risks in an effective way. The Company has a robust business continuitymanagement framework and incident response team that ensure it is resilient to any climatechange risks.
The targets and the metrics used for managing climate related risks andthe progress against these targets are disclosed in the externally assured Integratedreports available here- https://www.techmahindra. com/en-in/sustainability/
AWARDS AND RECOGNITION
Your Company continued its quest for excellence in its chosen area ofbusiness to emerge as a true global brand. Several awards and rankings continue to endorseyour Company as a thought leader in the industry. Few of the Awards / recognitionsreceived by the Company during the year 2020-21 include:
Tech Mahindra ranked 10th - winner of ATD Best Awardin the Other - IT' category
Tech Mahindra won Gold Stevie and Bronze Stevie at "2020Stevie Awards for Great Employers"
Tech Mahindra's Mhealthy won ETHealth Award for BestTechnology Solution for COVID-19
Tech Mahindra amongst 50 best workplaces for women by the GreatPlace to Work Institute.
Tech Mahindra recognized amongst India's Top 20Companies for Sustainability and CSR 2020' by The Economic Times and Futurescape 7thResponsible Business Rankings during ETSDG Impact Summit 2020.
Tech Mahindra recognized as a leader in 2020 Gartner MagicQuadrant for IT Services for communications service providers worldwide.
Tech Mahindra has featured amongst the Top 10 "BestCompanies for Women in India (BCWI)" by Avtar and Working Mother for the third yearin a row and declared Champions of Inclusion' in the most inclusive companiesof India Index.
Mr. C. P. Gurnani recognized as The Technology Icon ofIndia' by VARINDIA Brand book on ICT industry.
Tech Mahindra featured in Fortune India 500 most valuable firms.
TMF is a winner for the category Best Corporate FoundationCOVID-19 Relief Project [Large Impact]' at the 9th India CSR Awards 2021.
Tech Mahindra's Surveillance Solution for Kanpur Smart Cityis amongst the winners at FICCI India Smart Urban Innovation Awards 2021.
Tech Mahindra amongst Forbes Top 50 Organizations in Blockchainfor 2021.
Tech Mahindra recognized as a Leader in Gartner 2021 MagicQuadrant for Customer Service BPO.
Your Directors place on record their appreciation for the contributionsmade by employees towards the success of your Company more particularly ensuring businessas usual in spite of COVID-19 impact. Your Directors gratefully acknowledge theco-operation and support received from the shareholders customers vendors bankersregulatory and Governmental authorities in India and abroad.