Market
BSE Prices delayed by 5 minutes... << Prices as on Mar 28, 2024 >>  ABB India  6363.3 [ 1.33% ] ACC  2490.7 [ 1.39% ] Ambuja Cements  612.3 [ 1.76% ] Asian Paints Ltd.  2846 [ 0.56% ] Axis Bank Ltd.  1048.3 [ -0.50% ] Bajaj Auto  9144.9 [ -0.29% ] Bank of Baroda  264.2 [ 2.07% ] Bharti Airtel  1229.05 [ 0.36% ] Bharat Heavy Ele  247.2 [ 1.77% ] Bharat Petroleum  602.3 [ 1.23% ] Britannia Ind.  4912.95 [ -0.14% ] Cipla  1494.65 [ 1.94% ] Coal India  433.75 [ 0.70% ] Colgate Palm.  2710.9 [ 2.02% ] Dabur India  523.15 [ 0.33% ] DLF Ltd.  898.3 [ 1.99% ] Dr. Reddy's Labs  6155.15 [ 1.78% ] GAIL (India)  181.15 [ 0.50% ] Grasim Inds.  2288.5 [ 3.74% ] HCL Technologies  1543.3 [ -0.26% ] HDFC  2729.95 [ -0.62% ] HDFC Bank  1448.2 [ 0.52% ] Hero MotoCorp  4717.2 [ 3.21% ] Hindustan Unilever L  2268.25 [ 1.26% ] Hindalco Indus.  560.45 [ 0.52% ] ICICI Bank  1095.85 [ 1.09% ] IDFC L  110.65 [ -0.58% ] Indian Hotels Co  591.35 [ 0.96% ] IndusInd Bank  1555.7 [ 1.47% ] Infosys L  1498.8 [ 0.99% ] ITC Ltd.  428.55 [ 0.13% ] Jindal St & Pwr  849.45 [ 1.88% ] Kotak Mahindra Bank  1785.8 [ 0.57% ] L&T  3774.1 [ 1.83% ] Lupin Ltd.  1617.85 [ 1.23% ] Mahi. & Mahi  1921.35 [ 2.26% ] Maruti Suzuki India  12613.1 [ 0.74% ] MTNL  32.92 [ -3.01% ] Nestle India  2623.3 [ 2.18% ] NIIT Ltd.  105.55 [ -2.72% ] NMDC Ltd.  201.7 [ 1.33% ] NTPC  335.95 [ 1.60% ] ONGC  267.85 [ 2.29% ] Punj. NationlBak  124.35 [ 1.30% ] Power Grid Corpo  277.05 [ 2.21% ] Reliance Inds.  2976.8 [ -0.37% ] SBI  752.6 [ 2.53% ] Vedanta  271.65 [ 0.02% ] Shipping Corpn.  208.75 [ 3.42% ] Sun Pharma.  1620.5 [ 0.77% ] Tata Chemicals  1080.6 [ -2.72% ] Tata Consumer Produc  1095.4 [ 0.56% ] Tata Motors Ltd.  993 [ 1.45% ] Tata Steel  155.9 [ 2.00% ] Tata Power Co.  394.15 [ 1.49% ] Tata Consultancy  3883.55 [ 1.20% ] Tech Mahindra  1250.4 [ -0.26% ] UltraTech Cement  9745.05 [ 1.24% ] United Spirits  1134.3 [ -0.34% ] Wipro  480.05 [ 1.66% ] Zee Entertainment En  138.7 [ -1.87% ] 
eClerx Services Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 11605.77 Cr. P/BV 6.76 Book Value (Rs.) 349.99
52 Week High/Low (Rs.) 2828/1272 FV/ML 10/1 P/E(X) 23.74
Bookclosure 14/09/2023 EPS (Rs.) 99.71 Div Yield (%) 0.04
Year End :2023-03 

Your Directors are pleased to present their 23rd Annual Report along with the audited annual accounts for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The key aspects of the Company’s financial performance for the year ended March 31, 2023 are tabulated below:

Particulars

Standalone

(Rupees in Million) Consolidated

2022-23

2021-22

2022-23

2021-22

Income from operations

18,881.61

15,513.12

26,478.97

21,603.45

Other Income

567.19

205.48

659.51

246.18

Total Revenue

19,448.80

15,718.60

27,138.48

21,849.63

Operating Expenses

13,659.11

10,269.49

19,256.82

14,997.63

Earnings before interest, tax, depreciation and amortization (EBITDA)

5,789.69

5,449.11

7,881.66

6,852.00

EBITDA%

29.77%

34.67%

29.04%

31.36%

Finance Costs

162.40

164.24

211.62

215.20

Depreciation, goodwill & amortization expenses

587.31

516.69

1,140.14

1,031.93

Earnings before Exceptional Items, Interest & Tax

5,039.98

4,768.18

6,529.90

5,604.87

Exceptional Items

-

-

-

-

Net Profit before Tax (PBT)

5,039.98

4,768.18

6,529.90

5,604.87

Taxes

1,255.96

1,219.22

1,638.09

1,427.29

Profit for the year before minority interest

3,784.02

3,548.96

4,891.81

4,177.58

Minority interest

-

-

3.61

3.57

Net Profit attributable to shareholders

3,784.02

3,548.96

4,888.20

4,174.01

NPM%

19.46%

22.58%

18.03%

19.12%

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS OFTHE COMPANY

The information on operational and financial performance is provided under the Management Discussion and Analysis Report which has been prepared, inter-alia, in compliance with the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”).

Apart from the information contained in Notes to the Financial Statements, no material changes and commitments have occurred after the closure of FY2023 till the date of this Report, which would affect the financial position of the Company.

3. GENERAL RESERVE

The Board has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to Retained Earnings.

4. RETURN OF SURPLUS FUNDS TO SHAREHOLDERS - DIVIDEND

Based on the overall Company’s performance, the Directors are pleased to recommend a dividend of Re. 1/- (10%) per share. The total quantum of dividend payout, if approved by the Members, will be about Rs. 49.03 million.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per applicable tax rates.

The Company had paid a dividend of Re. 1/- per share (10%) in the previous year. The Company intends to maintain historical payout ratio and is exploring efficient methods to achieve the same. The historical data of dividend distributed by the Company is as follows:

Sr. No.

Dividend

FY 2021-22

FY 2020-21

FY 2019-20

FY 2018-19

FY 2017-18

FY 2016-17

FY 2015-16

1

Total Dividend for the year

1.00

1.00

1.00

1.00

1.00

1.00

1.00

2

Dividend as % EPS (Basic)

1.21%

1.23%

1.75%

1.66%

1.8%

1.4%

1.2%

3

Dividend as % Profit After Tax

0.84%

1.20%

1.73%

1.66%

1.8%

1.4%

1.2%

4

Tax Amount (Rs. Million)

-

-

-

7.60

7.95

8.12

8.36

The Register of Members and Share Transfer Books will remain closed from Friday, September 1, 2023 to Thursday, September 14, 2023 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The 23rd Annual General Meeting of the Company is scheduled to be held on Thursday, September 14, 2023.

The dividend declared and/or paid by the Company for FY2023 is in compliance with the Dividend Distribution Policy.

- BUYBACK

During the year, the Board of Directors vide their meeting dated November 10, 2022 approved, subject to shareholders’ approval, buyback of equity shares of the Company for an aggregate amount not exceeding Rs. 3,000 million at maximum buyback price not exceeding Rs. 1,900/- per equity share from the shareholders/beneficial owners of the company through tender offer. The shareholders’ approval was procured vide postal ballot, results of which were announced on December 14, 2022 and the Company concluded the said buyback of 1,714,285 equity shares of Rs. 10 each at the buyback price of Rs. 1,750/- per share, as approved by the Buy Back Committee at its meeting dated December 15, 2022. The Buy Back opened on February 3, 2023 and closed on February 16, 2023. The settlement date for the said buyback was February 24, 2023. The shares so bought back were extinguished and the issued and paid up capital was amended accordingly.

5. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a dividend distribution policy with regards to distribution of dividend to its shareholders and/or retaining or plough back of its profits. The Policy also sets out the circumstances such as financial parameters, internal and external factors, utilization of retained earnings etc. and different factors for consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the shareholders. The policy has also been hosted

on the Company’s website at https://eclerx.com/ investor-relations/corporate-governance.

6. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 ("the Act”) read with the Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company had 16 (Sixteen) subsidiaries including step down subsidiaries, and 1 (One) associate company as on March 31, 2023.

In terms of the provisions of Section 129(3) of the Act, a statement containing salient features of the performance and financial position of each of the subsidiaries is attached as Annexure-I to this report in Form AOC-1.

Pursuant to Section 136 of the Act, the Financial Statements including Consolidated Financial Statements of the subsidiaries, along with relevant documents have been hosted on the Company’s website www.eclerx.com.

8. CLIENT BASE

The client segmentation, based on the last 12 months’ accrued revenue for the current and previous years, on a consolidated basis is as follows:

Clients

FY

2022-23

FY

2021-22

FY

2020-21

FY

2019-20

FY

2018-19

US$ 0.5-1 Million

32

25

19

21

20

US$ 1-5 Million

30

26

26

22

18

More than US$ 5 Million

14

13

7

7

7

9. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms a part of the annual report.

These controls are reviewed by the management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, inter-alia, consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.

In addition to this, the Company also has an Enterprise Wide Risk Management (EWRM) Framework where the Company has identified and documented risks with respect to financial reporting as well as the controls for such risks. The EWRM framework is also reviewed periodically and updated as and when required. The Internal Auditor of the Company periodically conducts an audit/check of the effectiveness of such framework and the observations are placed before the Audit Committee.

10. CHANGES IN SHARE CAPITAL Authorised Share Capital

During FY2023, pursuant to an ordinary resolution passed by the shareholders through postal ballot on September 11, 2022, the Authorised Share Capital was increased from Rs. 50,01,00,000/- (Rupees Fifty Crore One Lakh Only) divided into 5,00,10,000 (Five Crore Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each by addition of 4,99,90,000 (Four Crore Ninety-Nine Lakhs Ninety Thousand) Equity Shares of Rs. 10/-(Rupees Ten Only), ranking pari-passu in all respect with the existing Equity Shares of the Company.

Paid-up Share Capital

Particulars

No. of shares

Amount in Rupees

Issued, subscribed and paid-up capital as on April 1, 2022

3,38,26,429

33,82,64,290

Add: Bonus shares allotted during FY2023*

1,69,13,215

16,91,32,150

Less: Shares bought back via "Tender offer” route during FY2023#

17,14,285

1,71,42,850

Issued, subscribed and paid-up capital as on March 31, 2023

4,90,25,359

49,02,53,590

* Pursuant to an ordinary resolution passed by the Shareholders through postal ballot on September 11, 2022, the Stakeholders Relationship Committee on September 23, 2022 allotted 1,69,13,215 fully paid-up Bonus equity shares of Rs. 10/- (Rupees Ten Only) each in the proportion of 1 (one) new equity share for every existing 2 (two) equity shares to the eligible existing shareholders of the Company.

# The Company has completed buy back of 1,714,285 (One Million Seven Hundred and Fourteen Thousand Two Hundred and Eighty-Five) fully paid-up equity shares of face value of Rs. 10 (Rupees Ten) each ("Equity Shares”), on a proportionate basis from all eligible shareholders of the Company, through the Tender Offer route for cash at a buy back price of Rs. 1,750 (Rupees One Thousand Seven Hundred and Fifty only) per Equity Share.

11. STATUTORY AUDITORS

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, [ICAI Registration No. 101049W/E300004], the Statutory Auditors of the Company, were appointed by the shareholders at their meeting held on August 29, 2019 for a period of 5 (Five) years i.e. upto conclusion of 24th Annual General Meeting.

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. S.R. Batliboi & Associates LLP, Statutory Auditors in their report for FY2023. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

12. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mehta & Mehta, Company Secretaries as the Secretarial Auditors for conducting the audit of the secretarial records for the financial year ended March 31, 2023. The report of the Secretarial Auditor is attached as Annexure-II. The Secretarial Auditors’ Report does not contain any qualification, reservation or adverse mark.

The Company is in compliance with the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government.

13. MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section

148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company.

14. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is hosted on the website of the Company at https://eclerx.com/investorrelations/ corporate-governance .

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company’s operations in future during the financial year.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of eminent persons of proven competence and integrity. They bring diversified experience, strong financial & business acumen, management & leadership qualities.

- Appointments

The Board of Directors on basis of recommendation of Nomination and Remuneration Committee, appointed Mr. Naval Bir Kumar (DIN: 00580259) and Mr. Naresh Chand Gupta (DIN: 00172311) as Additional (Non-Executive Independent) Directors of the Company with effect from August 9, 2022. The shareholders of the Company at the 22nd Annual General Meeting held on September 21, 2022 also approved their appointment as Non-Executive Independent Directors of the Company for a tenure of 5 (five) consecutive years commencing from August 9, 2022 to August 8, 2027.

The Board of Directors on basis of recommendation of Nomination and Remuneration Committee, approved appointment of below mentioned Directors subject to the approval of shareholders. The Company has circulated the postal ballot notice for seeking such approval.

i) appointment of Mr. Kapil Jain (DIN: 10170402)

as Managing Director & Group CEO of the Company (not liable to retire by rotation) for a period of 5 consecutive years effective from May 25, 2023 till May 24, 2028, subject to approval of the Central Government.

ii) appointment of Ms. Bala C Deshpande (DIN: 00020130) as an Independent Director of the Company for a period of 5 consecutive years effective from May 25, 2023 till May 24, 2028. In the opinion of the Board, Ms. Bala possess requisite integrity, expertise, experience and proficiency.

- Resignations and retirements

In accordance with Section 152 and other applicable provisions, if any, of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Anjan Malik, (DIN: 01698542) retires by rotation, and being eligible, offers himself for re-appointment at the forthcoming AGM of the Company.

Mr. Alok Goyal (DIN: 05255419) ceased to be Non-Executive Independent Director of the Company with effect from close of business hours on August 9, 2022.

Mrs. Roshini Bakshi (DIN: 01832163) who was appointed as an Additional (Non-Executive Independent) Director of the Company with effect from August 9, 2022 ceased to be on Board with effect from September 9, 2022.

The Directors place on record their appreciation for the valuable contribution and support provided by Mr. Goyal and Mrs. Bakshi, during their tenure in their respective capacity.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the Certificate of Independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct. The Company has also received declarations under Regulation 25(8) of Listing Regulations from the Independent Directors confirming that there were no existing or anticipation of any circumstances during the year that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, all the Independent Directors have acted with integrity and have the requisite experience and expertise in the context of

the business of the Company to make a significant contribution to the deliberations of the Board of Directors.

18. PERFORMANCE EVALUATION

The Board of Directors of the Company had appointed an external expert for conducting evaluation of the performance of the Chairman, Board, individual Directors including peer review and self-assessment and of the Committees of the Board. The report of the performance evaluation of the individual Directors were submitted to the respective Directors whereas the observations and the report on the performance evaluation of the Board and its Committees was placed before the Nomination and Remuneration Committee. The feedback of the Nomination and Remuneration Committee was then placed before the Board of Directors for review and taking appropriate action on the basis of the findings in the performance evaluation report.

The said evaluation for the Board and individual Directors was carried out, based on pre-defined comprehensive checklists, which were circulated to the Directors covering various evaluation criteria, inter-alia, modelled on the following factors:

• Accountability towards shareholders;

• Critical review of business strategy;

• Conducive environment for the communication and rigorous decision making;

• Board’s focus on wealth maximization for shareholders;

• Board’s ability to demand and foster higher performance;

• Business Continuity preparedness;

• Skill set and mix thereof among Board members;

• Flow of information so as to enable informed opinions by the Directors;

• Adequacy of meetings of Directors in terms of frequency as well as the time dedicated for discussions and deliberations.

The performance evaluation criteria for the Committees of the Board, was modelled on the following factors:

• Contribution, control and counselling by the Committee on various matters;

• Qualitative comments/inputs;

• Deficiencies observed, if any;

• Qualification of members constituting the Committee;

• Attendance of Committee members in the respective meetings;

• Frequency of meetings.

In addition, the Chairman of the Board was also evaluated on the key aspects of his role and the report on his performance evaluation was placed before the separate meeting of the Independent Directors for review. During the year, a separate meeting of Independent Directors was held on May 24, 2022. In this meeting, the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The same was also discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the meeting of Independent Directors.

19. FAMILIARISATION PROGRAMME

The Company conducts familiarisation programme for Independent Directors to enable them to get a clear understanding about the business of the Company, organizational set-up, functioning of various verticals/departments, industry scenario, changes in the regulatory framework and its impact on the business of the Company.

The Company has formulated a detailed Induction pack for on-boarding of new Directors, which, inter-alia, covers the following:

• Introduction and meeting with other Directors on the Board and the Senior Management;

• Brief introduction about the business, strategy and nature of industry of the Company in which it operates;

• Roles, rights and responsibilities of Directors including Independent Directors;

• Extant Committees of Board of Directors;

• Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

• The Codes of Conduct which are in place and applicable to the Directors;

• Remuneration payable to Directors pursuant to shareholders’ approval to that effect;

• Liability Insurances taken by the Company to cover Directors.

In addition to this, periodic familiarization programmes are conducted for the Directors about the business operations, industry overview, threats, opportunities and challenges in respective verticals. Furthermore, detailed business presentations are made at quarterly meetings of Board of Directors. The details of familiarization programmes/training imparted to Independent Directors have been hosted on the Company’s website at https://eclerx.com/investor-relations/ corporate-governance/.

The Independent Directors are encouraged to attend educational programs in the area of Board/ Corporate governance.

The Directors have access to management to seek any additional information, clarification and details as may be required. In terms of the Listing Regulations, the standard letter of appointment of Non-Executive Independent Directors of the Company containing the requisite familiarization details has been hosted on the Company’s website at https://eclerx.com/investor-relations/ corporate-governance/.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act and other applicable Rules and Regulations, the Directors, to the best of their knowledge and ability, confirm that:

• in the preparation of the annual accounts for FY2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

• 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 as at March 31, 2023 and of the profit or loss of the Company for the year ended on that date;

• the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• the Directors had prepared the annual accounts on a going concern basis;

• 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;

• the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. BOARD MEETINGS

During FY2023, 5 (Five) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

22. BOARD COMMITTEES

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members etc. at such Committee meetings, please refer to the Corporate Governance Report, which forms a part of this Annual Report.

23. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Biren Gabhawala, Mr. Anish Ghoshal, Ms. Deepa Kapoor, Mr. Naval Bir Kumar and Mr. PD Mundhra. The majority of the Members are Independent Directors and Mr. Biren Gabhawala, Independent Director is the Chairperson of the Committee.

Mr. Naval Bir Kumar was appointed as a Member of the Audit Committee with effect from August 15, 2022.

During the year, all recommendations made by the Audit Committee were accepted by the Board.

24. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

There were no instances of fraud reported by the Statutory Auditors during FY2023 in terms of the Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

25. NOMINATION AND REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of the Act and the Listing Regulations. The said policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy is hosted on the Company’s website at https://eclerx.com/ investor-relations/corporate-governance/.

26. VIGIL MECHANISM

The Company has zero tolerance policy for any form of unethical behaviour. Pursuant to the provisions of the Act and Listing Regulations, the Company has in place a Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong-doing that may adversely impact the Company, the Company’s customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth

(i) procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters

(ii) reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and

(iii) an investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The aforesaid policy has also been hosted on the Company’s website at https://eclerx.com/ investorrelations/corporate-governance. The same is reviewed by the Audit Committee from time to time.

27. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023, are set out in Note No. 5.1 to the Standalone Financial Statements of the Company. The Company has not provided any guarantee during the year under review.

28. PARTICULARS OF TRANSACTIONS, CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY2023, all the transactions that the Company entered into with related parties were in the ordinary course of business and at arm’s length basis. All such transactions were approved by the Audit Committee and were reviewed by it on a periodic basis. Further, the Company has not entered into material contracts or arrangements as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The policy on Related Parties as approved by the Board is hosted on the Company’s website at https:// eclerx.com/investor-relations/corporate-governance/!

The particulars of the transactions with related parties pursuant to the provisions of Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are as under. Further, details with respect to related party transactions are also set out in the Note No. 31 to the Standalone Financial Statements of the Company for the year ended March 31, 2023.

Pursuant to the related party disclosure requirements under Part A of Schedule V of Listing Regulations, there were no loans and advances in nature of loans outstanding for the financial year ended March 31, 2023, from subsidiaries, associate companies or firms/companies in which Directors are interested.

29. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company believes in creating value for all its stakeholders. It has been conducting business in a sustainable manner and in a way that delivers long-term shareholder value and create maximum value for the Society.

The Company is also committed to ensure that its actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report forms part of this report.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required, inter-alia, under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given in the Annexure - III forming part of this report.

31. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

Risk management is an integral part of the Company’s business strategy and the Company believes that its ability to identify and address such risks is central to achieving its objectives. During the year, the Company was exposed to various Work from Home (WFH) related risks like Insecure Data storage & Transmission, Unauthorized disclosure of information and crucial information leakage. The Company brought necessary changes to the EWRM framework so as to mitigate such risks.

The Company has in place a well-defined Enterprise Wide Risk Management (‘EWRM’) framework and Risk Management Policy which, inter-alia, aims at the following:

• Safeguarding the Company assets, interests and interest of all stakeholders by identifying, assessing and mitigating various risks.

• Laying down a framework for identification, measurement, evaluation, mitigation & reporting of various risks.

• Evolving the culture, processes and structures that are directed towards the effective management of

potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

• Balancing between the cost of managing risk and the anticipated benefits.

• Creating awareness among the employees to assess risks on a continuous basis & develop risk mitigation plans in the interest of the Company.

The Risk Management Committee has been delegated monitoring and reviewing of the risk management policy and the EWRM framework of the Company. The policy and the EWRM framework are periodically reviewed by senior management to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the Risk Management Committee, Audit Committee and the Board of Directors. The Company has also laid down procedures to inform the Board of Directors about risk assessment and minimization procedures.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

Details of sexual harassment complaints received during FY2023:

No. of complaints received during FY2023: 2 No. of complaints disposed off during FY2023: 2 No. of complaints pending as on end of FY2023: NIL

33. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company, at its meeting held on Thursday, May 25, 2023, approved renaming of the existing ‘Corporate Social Responsibility Committee’ to ‘Corporate Social Responsibility and Environment, Social & Governance Committee’ and further amended the existing role of the Committee so as to include the Environment, Social & Governance functions.

The Corporate Social Responsibility and Environment, Social & Governance Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. During the year, the Company had incurred Rs. 65.68 Million towards CSR expenditure. The Company’s CSR policy statement and the Annual Report on CSR activities undertaken during the financial year ended Mach 31, 2023, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - IV to this report.

Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used for the purpose and in the manner approved by the Board for FY2023.

34. AWARDS AND RECOGNITION

During FY2023, the Company had received the following Awards and Recognition:

• A - Team Innovation Awards - awards for most innovative KYC investigation & due diligence

• E-commerce Germany Awards 2023 - for best product content creation tool

• Singapore Prestige Awards 2022/23-Business Analytics Company of the Year

• BIG Innovation Awards 2023 - for Roboworx from the Business intelligence group

• BIG Data Award - for the Project of the Year category, by Enterprise Big Data Framework

• AIM’s Data Engineering Award- Data Engineering Award for Data Democratization for eClerx flagship product, Athena

• 2023 Globee® Awards for Information Technology - eClerx Roboworx Named Winner in the 2023 Globee® Awards for Information Technology

35. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS

Details of the ratio of the remuneration of each Director to the median employee’s remuneration (approx.):- Executive Director: 72 times; Non-Executive Non Independent Director: NA; Non-Executive Independent Director: 6 times (excluding sitting fees).

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:- Executive Director: Nil, Non-Executive Independent Directors: 60%, Chief Financial Officer: NA (Since Mr. Srinivasan Nadadhur was appointed as CFO w.e.f. May 12, 2022, remuneration for part of the year is not comparable), Company Secretary: 20%.

The percentage increase in the median remuneration of employees in the financial year: 7%. This is in-line with FY2023 hiring, increase in taskforce and annual increments. Also, substantial numbers of employees were hired with average salary greater then exit salary.

The global headcount of the Company as on March 31, 2023 was more than 16,000.

Average percentile increase already made in the salaries of employees 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 reasons for any exceptional circumstances for increase in managerial remuneration: 10.38% for employees other than senior managerial personnel v/s 10.72% increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the annual financial statements are being provided 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 Secretary.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

36. EMPLOYEES’ STOCK OPTION SCHEME/PLANESOP Scheme 2015

- Pursuant to the applicable requirements of SEBI (Share Based Employee Benefits) Regulations 2014, as amended to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company has framed and instituted Employee Stock Option Plan 2015 (‘ESOP Scheme 2015’) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

- An ESOP trust, which has been set up under ESOP Scheme 2015, is managed by independent trustee and is authorized for secondary market acquisition. During the year under review, ESOP Trust has acquired 2,31,163 (Two Lakhs Thirty One Thousand One Hundred Sixty Three) shares from open market.

- Further, since number of options to be granted under the current ESOP Scheme 2015 were nearing exhaustion and with the introduction of ESOP Scheme 2022, the Company had stopped granting any options under the said ESOP Scheme 2015. Accordingly, ESOP Scheme 2015 was formally closed by the Nomination and Remuneration Committee in FY2023, so that no further options would be granted under ESOP Scheme 2015, however, the Options granted in past, if any, under the ESOP Scheme 2015 would continue to vest / be exercised as per the respective terms of grants.

ESOP Scheme 2022

- Since the options which could be granted under ESOP Scheme 2015 were nearing exhaustion and relevant laws and regulations had undergone many changes since the institution of ESOP Scheme 2015, the Board had, pursuant to the provisions of SEBI

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and based on the recommendation of Nomination and Remuneration Committee, approved the institution of the ESOP Scheme 2022. The Shareholders had approved the institution of ESOP Scheme 2022 and related matters on May 4, 2022 through Postal Ballot.

- Under the ESOP Scheme 2022, total 1,800,000 (One Million Eight Hundred Thousand Only) options were approved for granting to eligible employees of the Company, its subsidiaries and associates Company(ies) subject to adjustment with regards to various corporate actions which the Company may come out with.

- During the year Company had allotted Bonus equity shares of Rs. 10 each in the proportion of 1 (one) new equity share for every existing 2 (two) equity shares to the eligible existing shareholders of the Company. Accordingly, suitable adjustment was given also to total number of Options available to be granted under the ESOP Scheme 2022 and upper ceiling was increased from 1,800,000 (One Million Eight Hundred Thousand Only) to 2,700,000 (Two Million Seven Hundred Thousand Only).

All Equity Shares of the Company arising consequent to exercise of options under ESOP Scheme 2015 and ESOP Scheme 2022 shall rank pari-passu in all respects including dividend with the existing equity shares of the Company. There would not be any dilution of equity shareholding for exercises done under both the above Schemes considering the Trust route model. Existing ESOP Trust is authorized for secondary market acquisition of shares.

The Company has granted stock options from time to time to its employees and also to employees of its subsidiaries, and the disclosure in compliance with SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 is available on the Company’s website at https://eclerx.com/investor-relations/financials.

37. ENHANCING SHAREHOLDERS VALUE

The Company is committed to creating long term value for shareholders by achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

The Company firmly believes that its success in the marketplace and good reputation are among the primary elements of shareholder value. Its close relationship with customers and a deep understanding of patient needs, drive the development of new products and services.

Anticipating customer requirements early and being able to address them effectively requires a strong commercial support.

38. HUMAN RESOURCE MANAGEMENT

The Company recognizes people development as a key strategic differentiator and invests in multiple high-value learning solutions besides engaging with industry experts, stalwarts from specialized practice areas. Further, details on human resource management are set out in the Management

Discussion and Analysis Report, describing the initiatives taken by the Company, which forms part of the Annual Report.

39. CORPORATE GOVERNANCE

The Securities and Exchange Board of India has prescribed certain corporate governance standards vide Regulations 24 and 27 of the Listing Regulations. Your Directors re-affirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditor’s Certificate on its compliance is annexed hereto.

40. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

41. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of India and Company’s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates, Bankers and employees in ensuring an excellent all around operational performance.


KYC IS ONE TIME EXERCISE WHILE DEALING IN SECURITIES MARKETS - ONCE KYC IS DONE THROUGH A SEBI REGISTERED INTERMEDIARY (BROKER, DP, MUTUAL FUND ETC.), YOU NEED NOT UNDERGO THE SAME PROCESS AGAIN WHEN YOU APPROACH ANOTHER INTERMEDIARY. | PREVENT UNAUTHORISED TRANSACTIONS IN YOUR ACCOUNT --> UPDATE YOUR MOBILE NUMBERS/EMAIL IDS WITH YOUR STOCK BROKER/DEPOSITORY PARTICIPANT. RECEIVE INFORMATION/ALERT OF YOUR TRANSACTIONS DIRECTLY FROM EXCHANGE/NSDL ON YOUR MOBILE/EMAIL AT THE END OF THE DAY .......... ISSUED IN THE INTEREST OF INVESTORS
 
Disclaimer Clause | Privacy | Terms of Use | Rules and regulations | Feedback| IG Redressal Mechanism | Investor Charter | Client Bank Accounts
Right and Obligation, RDD, Guidance Note in Vernacular Language
Attention Investors : "KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary."
  "No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."
  "Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participants. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day.Issued in the interest of Investors."
Regd. Office: 76-77, Scindia House, 1st Floor, Janpath, Connaught Place, New Delhi – 110001
NSE CASH , NSE F&O,NSE CDS| BSE CASH ,BSE CDS |DP NSDL | MCX-SX SEBI NO: INZ000155732
KK Comtrade Pvt Ltd. : Member - MCXINDIA (Commodity Segment) , SEBI NO: INZ000034837
Mumbai Office: 52, Jolly Maker Chamber 2, Nariman Point, Mumbai - 400021, Tel: 022-45106700, Toll Free Number: 1800-103-6700

Compliance Officer: Mukesh Rustagi, Company Secretary, Tel: 011-46890000, Email: mukesh_rustagi80@hotmail.com
For grievances please e-mail at: kkslig@hotmail.com

Important Links : NSE | BSE | SEBI | NSDL | Speed-e | CDSL | SCORES | NSDL E-voting | CDSL E-voting
Copyrights @ 2014 © KK Securities Limited. All Right Reserved
Designed, developed and content provided by