<dhhead>BOARDS REPORT</dhhead>
Dear Members,
Your Directors are pleased to present the 60 th Integrated Annual
Report of the Company together with the Audited Financial Statements for the Financial
Year ended March 31, 2023.
1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS
(INR Million)
Particulars |
Standalone |
|
Consolidated |
|
2022_23 |
2021_22 |
2022_23 |
2021_22 |
Revenue from operations |
18,234 |
16,289 |
48,482 |
42,438 |
Other Income (Net) |
1,517 |
1,340 |
1,028 |
1,377 |
Total Income |
19,751 |
17,629 |
49,510 |
43,815 |
Profit before Tax |
4,034 |
4,306 |
4,441 |
5,741 |
Profit after Tax (after Minority Interest) |
3,084 |
3,211 |
3,276 |
4,163 |
On a standalone basis, during FY 2022-23, the Company recorded total
income of INR 19,751 million comprising income from Software Development and Allied
services of INR 18,234 million and other income of INR million. The Company recorded a net
profit of INR 3,084 million reflecting a decrease of about 3.96% Y-o-Y.
On a consolidated basis, the Company recorded total income of INR
49,510 million comprising income from Software Development and Allied Services of INR
48,482 million and other income of INR 1,028 million. Consolidated net profit was INR
3,276 million reflecting decrease of about 21.31% Y-o-Y.
The Financial statements are prepared in accordance with the Indian
Accounting Standards (Ind AS).
Dividend
Based on profits during FY 2022-23 and the tradition of rewarding the
members, the Company declared an interim dividend of INR 1.50 (75%) per equity share of
face value of INR 2 each on the paid-up equity share capital of the Company. The total
payout amounted to INR 339.5 million.
The said dividend was declared in accordance with Dividend Distribution
Policy of the Company, formulated pursuant to Listing Regulations which is available on
website of the Company athttps://zensar.com/about/investors/
investors-relation?result=Policies#Corporate-Governance.
Further, the Board recommends a final dividend of INR 3.50 (175%) per
equity share of face value of INR 2 each on the paid-up equity share capital of the
Company, for the year under review. The total pay-out will amount to about INR 792.70
million. The payment of dividends shall be made within 30 days from the date of
declaration as per the record date, as set out in the AGM Notice. The total dividend for
the year including the interim dividend shall be INR 5.00 per equity share of INR 2 each
(250%).
1,517
Unclaimed Dividend
Pursuant to the Act and IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, as amended from time to time, during the year under review, the
Company has transferred following dividend(s) and corresponding The share(s) to IEPF, upon
completion of period of seven years
Date of Declaration |
Type of Dividend |
Total Amount of Dividend
transferred (INR) |
Total No. of shares
transferred |
July 14, 2015 |
Final |
2,097,186 |
22,200 |
January 19, 2016 |
Interim |
1,675,605 |
37,716 |
The total amount lying in the Unpaid Dividend Account of the Company up
to the year under review and the corresponding shares, which would be liable to be
transferred to IEPF, as per records of RTA are as follows:
|
FY to |
|
Amount lying in the |
Sr. No |
which dividend relates |
Type of Dividend |
Unpaid Dividend Account
(INR) (as on March 31, 2023) |
1 |
2022-23 |
Interim |
1,579,828 |
2 |
2021-22 |
Final |
2,842,757 |
|
|
Interim |
1,165,595 |
3 |
2020-21 |
Final |
1,949,254 |
|
|
Interim |
1,209,566 |
|
FY to |
|
Amount lying in the |
Sr. No |
which dividend relates |
Type of Dividend |
Unpaid Dividend Account
(INR) (as on March 31, 2023) |
4 |
2019-20 |
2nd Interim |
2,209,920 |
|
|
1st Interim |
1,085,330 |
5 |
2018-19 |
Final |
1,649,745 |
|
|
Interim |
1,033,707 |
6 |
2017-18 |
Final |
1,610,777 |
|
|
Interim |
1,141,300 |
7 |
2016-17 |
Final |
2,510,984 |
|
|
Interim |
1,929,850 |
8 |
2015-16 |
2nd Interim |
2,411,003 |
The data on unpaid/unclaimed dividend and unclaimed monies is available
on Companys at
https://www.zensar.com/about/investors/investors-relation#corporate-governance. Members
who not yet encashed their unclaimed/unpaid amounts are requested to correspond with
Companys Registrar and Transfer Agents, at the earliest.
Particulars of Loans, Guarantees and Investments pursuant to Section
186 of the Act
Particulars |
|
Loan(s) |
Company has not given any
loan to any parties |
Guarantee(s) |
Please refer Note No. 29 of
Notes Standalone Financial Statements |
Investment(s) |
Please refer Note No. 6(a)
of Notes to Standalone Financial Statements |
Related Party Transactions
All related party transactions that were entered during FY 2022-23,
were on arms length basis and in the ordinary course of business.
Requisite approval(s) of the Audit Committee is obtained on periodic
basis for the transactions, which are repetitive in nature or otherwise. The actual
transactions entered into, pursuant to the approval so granted, are periodically, before
the Audit Committee.
The policy on related party transactions is available on the website of
the Company https://www.zensar. at
com/sites/default/files/investor/policies-reports-fillings/ Policy%20
on%20RPT%20%281%29.PDF.
During FY 2022-23, no materially significant related transactions that
may have potential conflict with the interests of Company at large were entered into by
the Company.
Further, the Company has not entered into any material transaction with
related parties, during the year under review, which requires reporting in Form AOC-2 in
terms of the Act read with Companies (Accounts) Rules, 2014.
However, the requisite disclosures under IND-AS form part of Notes to
Financial Statements.
Business Update
The information on Companys affairs and related aspects, is
provided under Management Discussion and Analysis Report, which has been
prepared,inter-alia, in compliance with Regulation 34 of Listing Regulations and forms
part of this report.
Internal Financial Controls
Details in respect of adequacy of internal financial controls with
reference to the Financial Statements are stated in Management Discussion and Analysis
Report, other which forms part of this Report.
Transfer to Reserves
No amount is proposed to be transferred to General Reserve on
declaration of dividend(s).
Deposits
During the year under review, the Company has not accepted any
Deposits, under Chapter V of the Act.
Change in the Nature of the Business
During the year under review, there was no change in the nature of the
business of the Company or its subsidiaries, pursuant to,inter-alia, Section 134 of the
Act and Companies (Accounts) Rules, 2014, as amended from time to time.
Material Changes and Commitments, if any, affecting the Financial
Position of the Company
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year on March
31, 2023, to which the Financial Statements relate and the date of this report.
Signi_icant and Material Orders passed by the Regulators or Courts or
Tribunals impacting the Going Concern Status
There are no significant and material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and Companys operations in
future.
Annual Return
Pursuant to Section 92 of the Act and related rules, as amended from
time to time, a copy of Annual Return for the Financial Year ended March 31, 2023, is
available on website of the Company at the following weblink:
https://www.zensar.com/about/investors/investors-relation#corporate-governance.
Further, final Annual Return for the Financial Year ended March 31,
2023, once filed, shall also be made available on the above-mentioned weblink.
Subsidiary Companies
Your Company along with subsidiaries provides digital solutions and
technology services globally. As of March 31, 2023, the Company had 14 Subsidiaries as per
details to be set out in Annual Return.
The highlights of performance of subsidiaries their contribution to the
overall performance of Company/Group, are included in Form AOC 1 forming part of
Consolidated Financial Statements section this Integrated Annual Report, in accordance
with the provisions, inter-alia, of Section 129 of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014. Further details of developments among subsidiaries
during the year under review are set out in the Notes to Consolidated Financial
Statements.
Policy for determining material subsidiaries framed by the Company, is
available on https://zensar.com/about/investors/
investors-relation?result=Policies#Corporate-Governance.
2. CORPORATE GOVERNANCE
Formal Annual Evaluation of Board and its Committees
The details pertaining to annual evaluation of and its Committees are
provided under the Corporate Governance report forming part of this Boards Report.
Directors Responsibility Statement
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your directors make the following
statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) in prepar ation of
the annual accounts for Financial Year ended March 31, 2023, the applicable accounting
standards had been followed and there was no material departures; b) the Directors had
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the Financial Year as at March 31, 2023, and of
the profit of the Company for that period; c) the Director s had taken proper and care for
the maintenance of adequate accounting records in accordance with the provisions of Act
for safeguarding the assets of the and for preventing and detecting fraud and other
irregularities.
d) the Directors had prepared the annual accounts on a going concern
basis; e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively. f) the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating and
effectively. the
Director(s) and Key Managerial Personnel KMP(s) in Details pertaining
to change in Director(s) and Managerial Personnel(s) of the Company and subsequent change
in the Committee(s) of the Board, thereof, during the year under review, are set out in
the Corporate Governance Report.
Number of Meetings of the Board
During the year under review, Nine (9) meetings of the Board were held,
details of which are set out in the Corporate Governance Report herein.
Board Committees
Detailed composition of Committee(s) of the Board, number of meetings
held during the year under review and other related details including brief details of
terms of reference of the Committees, membership(s) and attendance of members, are set out
in the Corporate Governance Report.
There were no instances during FY 2022-23 where the Board had not
accepted any recommendation of any of the Committees of the Board.
Statement on Declaration of Independent Directors the The Company has
received necessary declaration of Independence from Independent Directors inter-alia,
pursuant to Section 149(6) and 149(7) of the Act and under Regulation 16(1)(b) and
Regulation 25 of the Listing Regulations, confirming and certifying that: they have
complied with all the requirements of being an Independent Director of the Company, as on
date. The said certificate(s) were taken on record by the Board, at its meetings held on
May 11, 2023, respectively, after due assessment of veracity of the same.
they possess the requisite expertise and experience and are persons of
high integrity and repute.
they ha ve registered themselves with Independent Directors
Database maintained by IICA.
Pecuniary Relationship or Transactions of Non-Executive Directors and
Disclosures about Remuneration of Directors
AllpecuniaryrelationshiportransactionsofNon-Executive Directors
vis-?-vis the Company, along with criteria for such payments and disclosures on the
remuneration of the Directors along with their shareholding are disclosed in Corporate
Governance Report and notes to Financial Statements and also available on the website of
Company, pursuant to relevant regulations.
Inter-Se Relationships between the Directors
There are no relationships between the Directors inter-se, except
between Anant Vardhan Goenka and H. Goenka. Anant Vardhan Goenka, Vice Chairman
Non-Executive, Non-Independent Director, is son of H. V. Goenka, Chairman and
Non-Executive, Non-Independent Director.
Risk Management
In terms of the provisions of Section 134 of the Companies Act, 2013, a
detailed report on Risk Management included in Management Discussion and Analysis Report,
which forms part of this report.
Secretarial Standards
The Company complies with the applicable mandatory Secretarial
Standards.
3. HUMAN RESOURCE MANAGEMENT
Disclosure under Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Internal Committee and an Anti-Sexual
Harassment Policy,inter-alia, in line with the requirements of the Sexual Harassment of
Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules
made thereunder to redress all the sexual harassment complaints reported by women
employee(s). Company has zero tolerance for sexual harassment at workplace.
The following is the summary of complaints received and disposed- off
during the year under review:
the Number of complaints received |
1 |
Number of complaints disposed off |
1 |
Number of complaints pending |
0 |
Employees Stock Option Plan
V. The Company currently has two Employees Stock Option Schemes in
force, namely, "2006 Employees Stock Option Plan" (2006 ESOP) and Employee
Performance Award Unit Plan, 2016 (2016 EPAP) and these schemes are being implemented, as
per Listing Regulations, in this regard. Presently there are no outstanding/active options
under 2002" Employees Stock Option Plan" (2002 ESOP). Nomination and
Remuneration Committee vide its meeting held on January 20, 2022, resolved that is no
further options shall be granted under 2002 ESOP and
2 006 ESOP.
In FY 2022-23, 2,500 equity shares, 67,790 equity shares and 1,93,597
equity shares were allotted under 2002 ESOP, 2006 ESOP and EPAP 2016, respectively.
The aforesaid ESOP Plans/Scheme(s) are in compliance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.
There has not been any material change in the ESOP plan(s) during the year.
The disclosure pursuant to SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is available on the website of the Company at https://
www.zensar.com/investor/financials.
Particular of Employees
Information pursuant to Section 197 of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. |
The ratio of the
remuneration of each director to the median remuneration of the employees of the Company
excluding Managing Director for the Financial Year. |
Please refer Annexure A to
this Report for details. |
2. |
Percentage increase in
remuneration of each director, Financial Officer, Chief Executive Officer, Company
Secretary Manager, if any, in the Financial Year. |
Chief or |
3. |
The percentage increase in
the median remuneration of employees. |
The percentage increase in
the median remuneration in FY 2022-23 of employees on India Payroll was 21%. |
4. |
The number of permanent employees on the
rolls of Company (in India) |
7,797 (as of March 31, 2023) |
5. |
Average percentile increase already made
in the salaries of employee* other than the managerial personnel in the last Financial
Year and its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration. |
Average percentage* increase made in the
salaries of the employees other than the managerial personnel in the last Financial Year
is 11.28% for India based associates. |
* Since percentile refers to a score below which a given percentage of
scores in its frequency distribution falls, for an accurate representation of above
calculation sought, we refer to percentage increase at an average level of salaries for
the employees concerned.
The remuneration to employees is as per the remuneration policy of the
Company. The percentage increase in the median remuneration of employees has been
calculated after excluding Managing Directors remuneration.
The statement containing names of top ten employees in terms of
remuneration drawn and the of employees as required under Section 197(12) the Act read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Personnel)
Rules, 2014, is provided in a separate Annexure A forming part of this report. None of the
employees listed in the said Annexure are related to any Director(s) of the Company or
hold 2% or more of the paid-up equity share capital of the Company. Further, the report
and the accounts are being sent to the Members excluding the aforesaid Annexure. In terms
of Section 136 of the Act, the said annexure is open for inspection and any Member
interested in obtaining a copy of the same may write to the Company.
4. REPORTS AND POLICIES
Integrated Annual Report
The Company has continued its practice of developing the Integrated
Annual Report, based on International Integrated Reporting Councils
(IIRC) Framework, which encourages organisations to communicate their value
creation over time. The Company has embarked on this journey to communicate its integrated
thinking and how its business creates sustained value for stakeholders. The third
Integrated Report also encompasses aspects like strategy, performance, governance
frameworks, value creation based on various forms of capital viz. financial capital,
manufactured capital, intellectual capital, natural capital, social and relationship
capital and human capital.
Corporate Governance
A detailed report on the same for FY 2022-23 with the practicing
Company Secretarys certification thereon, is provided in the corporate governance
section of this report.
Management Discussion and Analysis
A detailed Management Discussion and Analysis Report is annexed to this
report.
Business Responsibility and Sustainability Report of As stipulated
under the Listing Regulations, Business responsibility and sustainability reporting (BRSR)
on initiatives taken from an environmental, social and governance perspective, under
Regulation 34(2)(f) is annexed to this report.
Nomination and Remuneration Policy
The Company has a Nomination and Remuneration Policy (Policy) for
nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior
Management Personnel (SMP) and other employees, pursuant to the Act and Listing
Regulations, as amended from time to time.
The salient features of the Policy, are:
1. Appointment and remuneration of Directors, KMP and SMP.
2. Determination of qualifications, positive attributes and
independence for appointment of a Director (Executive/ Non-Executive/Independent) and
recommendation to the Board about matters relating to the remuneration for the Directors,
KMP and SMP.
3. Formulating the criteria for performance evaluation of all
Directors.
4. Board Diversity
The said Policy is available on the website of Company at
https://zensar.com/about/investors/investors-relation? re
sult=Policies#Corporate-Governance
Vigil Mechanism/Whistle Blower Policy
Pursuant to the Section 177(9) of the Act and Regulation 22 of Listing
Regulations, the Company has established a Vigil Mechanism/ Whistle Blower Policy for
Directors and employees to report their genuine concerns. The Policy provides for
Directors and employees to report concerns about unethical beha vior, actual or suspected
fraud or violation of Companys Code of Governance and Ethics. The policy is
available on the website of the Company
https://zensar.com/about/investors/investors-relation?re
sult=Policies#Corporate-Governance
The Company has in place robust measures to safeguard whistle blowers
against victimisation. Directors employees are duly sensitised about mechanisms guidelines
for direct access to the Chairman of the Audit Committee, in appropriate cases.
Further, during FY 2022-23, no personnel has denied access to the Audit
Committee.
5. AUDITORS AND AUDIT REPORTS
Statutory Auditors
M/s. S R B C & CO LLP (ICAI Firm Registration No. 324982E/E300003),
Statutory Auditors of the Company, has been appointed to conduct Audit of Statements of
the Company from FY 2022- FY 2026-27.
Pursuant to the Companies (Amendment) Act, which came into force on
May7, 2018, appointment of Statutory Auditors is not subject to annual ratification at the
Annual General Meeting and accordingly not being placed at the 60 th Annual General
Meeting for approval of members.
Further, there was no instance of fraud reported by the Statutory
Auditors during FY 2022-23, as required under Section 134 of the Act and rules thereunder.
Secretarial Auditors and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed
M/s. SVD & Associates, Company Secretaries in practice, to undertake the Secretarial
Audit of Company, for FY 2022-23. The Report of Audit in Form MR-3 is annexed herewith.
The response of the Board on the observations made by Secretarial Auditor is as follow:
The Company was unable to _ile the e-Form DIR_12 for Resignation of
Chief Executive Of_icer (CEO) and Managing Director w.e.f December 31, 2022, e-Form DIR_12
for appointment of new Chief Executive Of_icer (CEO) and Managing Director w.e.f. January
23, 2023 and e-Form MR_1 and MR_2 for appointment of new Managing Director till the date
of issue of this report due to continuing technical glitches on the website of Ministry of
Corporate Affairs.
The appointment of M/s. SVD & Associates, as Secretarial Auditors,
continues for FY 2023-24.
Further, during FY 2022-23 and two previous Financial Years, no
penalties, strictures were imposed on the Company by stock exchange(s) or SEBI or any
statutory authority, on any matter related to capital markets.
Internal Auditors and
The Board had appointed KPMG Assurance Consulting Services LLP as
Internal Auditors for FY 2022-23 under Section 138 of the Act. Their appointment continues
for FY 2023-24. been Explanations on Quali_ication, Reservation or Adverse Remark or
Disclaimer made by Auditors
There are no qualifications, reservations or adverse remarks against
the Company made by Statutory Auditors/Secretarial Auditors in their respective Reports.
6. CORPORATE SOCIAL RESPONSIBILITY
Financial (CSR) 23 till
The CSR activities by the Company were undertaken through RPG
Foundation, which is committed towards 2017 undertaking CSR activities across all group
companies of the RPG group. The composition of the Sustainability and Corporate Social
Responsibility Committee of the Company, in accordance with Section 135 of the Act, is
covered under the Corporate Governance Report which forms part of this report.
A detailed report on CSR activities in line with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is
attached as Annexure F to this report.
7. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN had
EXCHANGE EARNINGS AND OUTGO
the The provisions relating to disclosure of regarding energy
consumption, both total and per unit of production, are not applicable as the Company is
engaged in the services sector and provides IT and IT related services.
Particulars prescribed under Section 134(3)(m) of the Act, read with
the Companies (Accounts) Rules, 2014 in respect of Technology Absorption, Foreign Exchange
earnings and outgo as on March 31, 2023, and R&D expenditure during the Financial Year
are set out as Annexure G to this report. Further details are provided under Capital
sections respectively, which form part of this Integrated Annual Report.
8. OTHER DISCLOSURES
i. The Company is not required to maintain records, as specified by the
Central Government under Section 148 of the Act.
ii. Key initiatives with respect to relationship, customer
relationship, environment, sustainability, health and safety have been disclosed under
respective heads of Corporate Governance Report and Business Responsibility Report.
iii. No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement disclose the details of application made or proceeding pending
under the Insolvency Bankruptcy Code, 2016 (31 of 2016) during Financial Year along with
their status as at the end of the Financial Year is not applicable.
iv. The requirement to disclose the details of difference between
amount of the valuation done at the time of onetime settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
9. CAUTIONARY STATEMENT
cost The statements made in this Report and Management Discussion and
Analysis Report relating to the Companys objectives, projections, outlook,
expectations and others may be "forward looking statements" within the meaning
stakeholder of applicable laws and regulations. Actual results may differ from
expectations those expressed or implied. Some factors could make difference to the
Companys operations that may be, due to change in government policies, global market
conditions, foreign exchange fluctuations, natural disasters etc.
to10. ACKNOWLEDGEMENTS AND
any
and APPRECIATIONS
the The Directors place on record their appreciation for the continued
co-operation extended by all stakeholders including various departments of Central and
State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers,
Dealers and Suppliers.
The Board also places on record its gratitude appreciation of committed
services of executives and employees of the Company.
For and on behalf of the Board of Directors
Place: Mumbai |
H. V. Goenka |
Dated: May 11, 2023 |
Chairman |
Note: All the Annexures referred in the Boards Report form an
integral part of the same, unless otherwise stated. The entire Integrated Annual Report
along with the Notice convening the AGM is to be read together.
|