Tata Elxsi Annual Report 2020 21
Tata Elxsi Annual Report 2020 21
Tata Elxsi Annual Report 2020 21
FINANCIAL
HIGHLIGHTS
1826.2 13.4%
Message from the Chairman .............................. 03
Board of Directors ................................................. 04
₹ Crores YoY Design Digital.......................................................... 05
Industries.................................................................. 06
Notice........................................................................... 11
Directors' Report including Management
Profit After Tax
Discussion and Analysis........................................ 22
Annual Report on Corporate Social
368.1 43.7% Responsibility .......................................................... 35
Secretarial Audit Report....................................... 39
₹ Crores YoY
Business Responsibility Report .......................... 42
Compliance Report on Corporate
Governance.............................................................. 49
Independent Auditor's Certificate on
Earnings Per Share Corporate Governance.......................................... 63
Independent Auditor's Report........................... 64
59.11 43.8%
Balance Sheet .......................................................... 72
Statement of Profit and Loss .............................. 73
₹/ Share YoY Statement of Changes in Equity........................ 74
Statement of Cash Flow ....................................... 75
Notes forming part of the financial
statements ................................................................ 77
Significant three years' highlights .................... 113
Book Value
Response to Covid ................................................ 115
217.1
₹/ Share
24.0%
YoY
Dear Shareholder,
I hope you and your family are safe Your Company's customer base is I would like to extend my gratitude to
and healthy in these difficult times. diversified in terms of both our management team, staff, and
geographies we operate in, and business associates for their
Your Company generated operating currencies we bill in. This mitigates contribution and commitment towards
revenues of Rs. 1826.2 Cr in FY21, risks arising from geopolitical and Tata Elxsi.
registering a healthy growth of 13.4% YoY currency volatility to a certain degree.
over FY20. The Profit before tax was I take this opportunity to also record
Rs. 511.9 Cr for the year, a growth of During the past year, amidst travel my appreciation for my fellow directors
restrictions and lockdowns instituted for guiding the Company amidst this
45.3% YoY, crossing the 500 Cr mark
by various governments across challenging operating environment.
for the first time in the Company's
geographies, your Company ensured
history. Your Company's Net Profit for We recognize the difficult period that
safety and wellbeing of all its
the year stood at Rs. 368.1 Cr, employees, and also facilitated a the entire economy has witnessed in
reporting a growth of 43.7% YoY. seamless transition for employees to the past few quarters and the
work from home, supported with predominance of individual retail
In the coming year, the continued impact processes and tools for remote investors in our investor base.
of the Covid-19 pandemic, stagnant working, communication, and
economic performance, foreign exchange collaboration. I am pleased to inform you that your
rate fluctuations, and a downturn in Board of Directors has approved a final
some sectors would all pose challenges This strategic diversification, seamless dividend of 240% for the year 2020-21,
to economic growth. continuity of delivery and operations, along with a one-time special dividend
and investments in improving of 240% for your consideration.
We expect that advanced economies offerings, sales, and marketing,
will recover faster, supported by enabled the Company to increase Last but not least, on behalf of the
fiscal stimulus and vaccination operating revenue by 13.4% in a year entire Board of Directors and
where the global economy was the management team, I would like to
mechanisms. Industries have seen
contracting. thank you for your continued trust,
varied impact for continuity of
guidance and support.
operations, supply chains and consumer
In the Zinnov Zones 2020 Report, your
demand. N G Subramaniam
Company was ranked in the
‘Leadership Zone’ in the Automotive
Your Company has spent the last few
and Media & Communications
years building relevant capabilities
industries. Your Company was also
and strategies in industry verticals with recognised as an emerging niche
low overlap, such as Transportation, leader in innovative technologies like
Media, Broadcast and Communications, Digital Engineering, Artificial Intelligence
and Healthcare. and the Internet of Things.
Mr. N G Mrs. SHYAMALA Mr. SUDHAKAR Prof. ANURAG Mr. ANKUR Mr. MANOJ
SUBRAMANIAM GOPINATH RAO KUMAR VERMA RAGHAVAN
Chairman Independent Independent Independent Non-Independent CEO & Managing
(Non-Independent Non-Executive Non-Executive Non-Executive and Non-Executive Director
and Non-Executive) Director Director Director
COMMITTEES
Audit Stakeholders’ Relationship Corporate Social Responsibility
Mrs. S Gopinath Mr. Sudhakar Rao Mr. Sudhakar Rao
Chairperson Chairman Chairman
Mr. Sudhakar Rao Prof. Anurag Kumar Mrs. S Gopinath
Mr. Ankur Verma Mr. Manoj Raghavan Mr. Manoj Raghavan
Auditors Registered & Corporate Office Registrars & Share Transfer Agents
BSR & Co. LLP Tata Elxsi Limited TSR Darashaw Consultants Pvt. Ltd
Chartered Accountants ITPB Road Whitefield C-101, 1st Floor, 247 Park
Bengaluru - 560 048 Lal Bahadur Shastri Marg
India Vikhroli (West), Mumbai – 400 083
Email: [email protected]
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“RESOLVED FURTHER THAT pursuant to the provisions of 6. Payment of Commission to Non-Executive Directors of
Sections 149, 152 and other applicable provisions, if any, of the Company
the Act, the Companies (Appointment and Qualifications To consider and, if thought fit, to pass with or without
of Directors) Rules, 2014, read with Schedule IV to the modification(s), the following resolution as an Ordinary
Act and Regulation 17 and other applicable regulations Resolution:
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, “RESOLVED THAT pursuant to the provisions of Section
2015 (“SEBI Listing Regulations”), as amended from 197 and other applicable provisions, if any, of the
time to time, Prof. Anurag Kumar who meets the Companies Act, 2013 (“Act”), as amended from time to
criteria for independence as provided in Section 149(6) time, a sum not exceeding one percent per annum of
of the Act along with the rules framed thereunder and the net profits of the Company calculated in accordance
Regulation 16(1)(b) of SEBI Listing Regulations and who with the provisions of Section 198 and other applicable
Notice | 11
ANNUAL REPORT 2020 - 21
12 | Notice
the Register of Members of the Company will be entitled 13. Members are requested to intimate changes, if any,
to vote at the AGM through e-voting. pertaining to their name, postal address, email address,
8. Register of Members and Transfer Books of the Company telephone/ mobile numbers, Permanent Account
will remain closed from June 19, 2021 to June 25, 2021 Number (PAN), mandates, nominations, power of
(both dates inclusive) for the purpose of determining the attorney, bank details such as, name of the bank and
shareholders entitled to the Dividend as recommended by branch details, bank account number, MICR code, IFSC
the Board of Directors for the year ended March 31, 2021. code, etc., to their DPs in case the shares are held by
them in electronic form and to the Company’s Registrars
9. If the dividend, as recommended by the Board of and Transfer Agents, TSR Darashaw Consultants Private
Directors, is approved at the AGM, payment of such Limited for shares held in physical form, with relevant
dividend will be made as under: documents that may be required.
i. To all Beneficial Owners in respect of shares held in 14. In view of the COVID-19 pandemic and resultant
dematerialized form as per the data as may be made difficulties involved in dispatch of physical copies of the
available by the National Securities Depository Annual Report, the MCA, vide its Circular dated May 5,
Limited (NSDL) and the Central Depository Services
2020 has dispensed with the requirement of dispatch
(India) Limited (CDSL) as of the close of business
of physical copies of the Annual Report. Accordingly,
hours on June 18, 2021.
the Notice of the AGM along with the Annual Report
ii. To all Members in respect of shares held in physical 2020-21 is being sent only by electronic mode to those
form after giving effect to valid transmission or Members whose email addresses are registered with
transposition requests lodged with the Company as the Company/Depositories. Members may note that
of the close of business hours on June 18, 2021. the Notice and Annual Report 2020-21 will also be
10. As per Regulation 40 of SEBI Listing Regulations, available on the Company’s website www.tataelxsi.com,
as amended, securities of listed companies can be websites of the Stock Exchanges i.e. BSE Limited
transferred only in dematerialized form with effect and National Stock Exchange of India Limited at
from April 1, 2019, except in case of request received www.bseindia.com and www.nseindia.com respectively
for transmission or transposition of securities. In and on the website of NSDL https://www.evoting.nsdl.
view of this and to eliminate all risks associated with com. For any communication, the shareholders may
physical shares and for ease of portfolio management, also send requests to the Company’s dedicated investor
members holding shares in physical form are requested email-id: [email protected]
to consider converting their holdings to dematerialized 15. Members who have not claimed/received their dividend
form. Members can contact the Company or Company’s paid by the Company in respect of earlier years, are
Registrar and Transfer Agent TSR Darashaw Consultants requested to write to the Company’s Registrar and
Private Limited (TCPL) for assistance in this regard. Transfer Agent, TSR Darashaw Consultants Private
11. The Securities and Exchange Board of India (SEBI) Limited. Members are requested to note that in terms
has mandated the submission of Permanent Account of Section 125 of the Companies Act, 2013 any dividend
Number (PAN) by every participant in securities market. unpaid / unclaimed for a period of 7 years from the date
Members holding shares in electronic form are therefore, these first became due for payment, is to be transferred
requested to submit their PAN to the Depository to the Central Government to the credit of the Investor
Participant with whom they are maintaining their demat Education & Protection Fund (IEPF). The details of the
account. Members holding shares in physical form can unclaimed dividends and the underlying shares that
submit their PAN details to the Registrar and Transfer are liable to be transferred to IEPF are also available at
Agent – TSR Darashaw Consultants Private Limited. the Company’s website – www.tataelxsi.com/IEPF. In
12. As per the provisions of Section 72 of the Companies view of this, members/claimants are requested to claim
Act, 2013 (the “Act”) the facility for making nomination their dividends from the Company, within the stipulated
is available for the Members in respect of the shares timeline. The Members, whose unclaimed dividends/
held by them. Members who have not yet registered shares have been transferred to IEPF, may claim the
their nomination are requested to register the same by making an application to the IEPF Authority, in
same by submitting Form No. SH-13. The said form Form No. IEPF-5 available on www.iepf.gov.in
can be downloaded from the Company’s website 16. Members at the 28th AGM of the Company, held on July
www.tataelxsi.com (under ‘Investors’ section). Members 27, 2017 had approved the appointment of M/s BSR & Co.
are requested to submit the said details to their LLP (Firm Regn. No. 101248W/W100022) as statutory
Depository Participants (“DPs”) in case the shares are auditors of the Company, to hold office for a period of
held by them in electronic form and to TSR Darashaw five years, subject to ratification of shareholders, from
Consultants Private Limited, in case the shares are held the conclusion of the 28th AGM till the conclusion of the
by them in physical form. 33rd AGM.
Notice | 13
ANNUAL REPORT 2020 - 21
The Ministry of Corporate Affairs vide its Notification II. The remote e-voting period begins on June 21, 2021 at
dated May 7, 2018 has dispensed with the requirement 9:00 A.M. and ends on June 24, 2021 at 5:00 P.M. The
of ratification of Auditors appointment by shareholders remote e-voting module shall be disabled by NSDL for
every year. Hence, the resolution relating to ratification voting thereafter.
of Auditors’ appointment is not included in the Notice to
III. The Company has appointed Mr. V Madan, Practicing
the AGM.
Company Secretary (CP 21778) as the Scrutinizer for
17. Pursuant to Finance Act 2020, dividend income will be providing facility to the members of the Company to
taxable in the hands of shareholders w.e.f. April 1, 2020 scrutinize the voting at the meeting and remote e-voting
and the Company is required to deduct tax at source process, in a fair and transparent manner.
from dividend paid to shareholders at the prescribed
IV. The facility for e-voting, shall also be made available
rates. For the prescribed rates for various categories,
during the AGM and Members attending the AGM
the shareholders are requested to refer to the Finance
through VC/OAVM, who have not already cast their vote
Act, 2020 and amendments thereof. The shareholders
by remote e-voting, may exercise their right to vote
are requested to update their PAN with the Company/
during the AGM through the NSDL portal.
TSR Darashaw Consultants Private Limited (in case of
shares held in physical mode) and Depositories (in case V. The members who have cast their vote by remote
of shares held in demat mode). e-voting prior to the AGM can also participate through
18. A Resident individual shareholder with PAN and VC / OAVM, but shall not be entitled to cast their vote
who is not liable to pay income tax can submit a through e-voting again.
yearly declaration in Form No. 15G/15H, to avail the VI. The voting rights of Members shall be in proportion to
benefit of non-deduction of tax at source, by email to their shares in the paid-up equity share capital of the
[email protected] by 06.00 PM Company as on the cut-off date.
(IST), June 11, 2021. Shareholders are requested to note
VII. The remote e-voting period commences on June 21, 2021
that in case their PAN is not registered, the tax will be
(9:00 am) and ends on June 24, 2021 (5:00 pm). During
deducted at a higher rate of 20%.
this period members of the Company, holding shares
Non-resident shareholders can avail beneficial rates either in physical form or in dematerialized form, as on
under tax treaty between India and their country of the cut-off date of June 18, 2021, may cast their vote by
residence, subject to providing necessary documents i.e. remote e-voting. The remote e-voting module shall be
No Permanent Establishment and Beneficial Ownership disabled by NSDL for voting thereafter. Once the vote on a
Declaration, Tax Residency Certificate, Form 10F, any resolution is cast by the member, the member shall not be
other document which may be required to avail the tax allowed to change it subsequently or cast the vote again.
treaty benefits by sending an email to nriexemptforms@
tataelxsi.com. The aforesaid declarations and documents The procedure to login to e-Voting website consists of two
need to be submitted by the shareholders by 06.00 steps as detailed hereunder.
PM (IST), June 11, 2021. For detailed instructions and Step 1: Access to NSDL e-Voting system
formats of the Forms and documents to be submitted,
please visit www.tataelxsi.com/investors/corporate- A) Login method for e-Voting and joining virtual meeting
announcements. for Individual shareholders holding securities in demat
mode
VOTING THROUGH ELECTRONIC MEANS
Pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/
I. In compliance with provisions of Section 108 of the CIR/P/2020/242 dated December 9, 2020 on “e-Voting
Companies Act, 2013, Rule 20 of the Companies facility provided by Listed Companies”, e-Voting process
(Management and Administration) Rules, 2014 as has been enabled to all the individual demat account
amended by the Companies (Management and holders, by way of single login credential, through their
Administration) Amendment Rules, 2015 and Regulation demat accounts / websites of Depositories / DPs in
44 of the SEBI (Listing Obligations and Disclosure order to increase the efficiency of the voting process.
Requirements), Regulations 2015, the Company is pleased Individual demat account holders would be able to
to provide members facility to exercise their right to vote cast their vote without having to register again with
on resolutions proposed to be considered at the Annual the e-Voting service provider (ESP) thereby not only
General Meeting (AGM) by electronic means and the facilitating seamless authentication but also ease and
business may be transacted through e-Voting Services. convenience of participating in e-Voting process.
The facility of casting the votes by the members using an
electronic voting system from a place other than venue of Shareholders are advised to update their mobile number
the AGM (“remote e-voting”) will be provided by National and e-mail ID with their DPs in order to access e-Voting
Securities Depository Limited (NSDL). facility.
14 | Notice
Login method for Individual shareholders holding securities in demat mode is given below:
Notice | 15
ANNUAL REPORT 2020 - 21
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e. NSDL and CDSL.
16 | Notice
(ii) If your email ID is not registered, please 6. You can also take the printout of the votes cast by you by
follow steps mentioned below in process for clicking on the print option on the confirmation page.
those shareholders whose email ids are not
7. Once you confirm your vote on the resolution, you will
registered
not be allowed to modify your vote.
6. If you are unable to retrieve or have not received the General Guidelines for shareholders
“Initial password” or have forgotten your password:
1. Institutional shareholders (i.e. other than individuals,
a) Click on “Forgot User Details/Password?” (If you HUF, NRI etc.) are required to send scanned copy (PDF/
are holding shares in your demat account with NSDL JPG Format) of the relevant Board Resolution/ Authority
or CDSL) option available on www.evoting.nsdl.com. letter etc. with attested specimen signature of the duly
b) “Physical User Reset Password?” (If you are holding authorized signatory(ies) who are authorized to vote, to
shares in physical mode) option available on the Scrutinizer by e-mail to [email protected]
www.evoting.nsdl.com. with a copy marked to [email protected]
2. It is strongly recommended not to share your password
c) If you are still unable to get the password by
with any other person and take utmost care to keep your
aforesaid two options, you can send a request at
password confidential. Login to the e-voting website will
[email protected] mentioning your demat account
be disabled upon five unsuccessful attempts to key in
number/folio number, your PAN, your name and
the correct password. In such an event, you will need
your registered address etc.
to go through the “Forgot User Details/Password?” or
d) Members can also use the OTP (One Time Password) “Physical User Reset Password?” option available on
based login for casting the votes on the e-Voting www.evoting.nsdl.com to reset the password.
system of NSDL.
3. In case of any queries, you may refer the Frequently
7. After entering your password, tick on Agree to “Terms Asked Questions (FAQs) for Shareholders and e-voting
and Conditions” by selecting on the check box. user manual for Shareholders available at the download
section of www.evoting.nsdl.com or call on toll free no.:
8. Now, you will have to click on “Login” button.
1800-222-990 or send a request at [email protected]
9. After you click on the “Login” button, Home page of Other Instructions
e-Voting will open.
1. The voting rights of Members shall be in proportion to
Step 2: Cast your vote electronically and join General their shares in the paid-up equity share capital of the
Meeting on NSDL e-Voting system. Company as on the cut-off date. A person, whose name
How to cast your vote electronically and join General is recorded in the register of members or in the register of
Meeting on NSDL e-Voting system? beneficial owners maintained by the depositories as on
the cut-off date only shall be entitled to avail the facility
1. After successful login at Step 1, you will be able to see all of voting, either through remote e-voting or voting at the
the companies “EVEN” in which you are holding shares AGM through electronic voting system or poll paper.
and whose voting cycle and General Meeting is in active
2. Any person, who acquires shares of the Company and
status.
becomes a Member of the Company after mailing of the
2. Select “EVEN” of company for which you wish to cast Notice and holding shares as of the cut-off date, may
your vote during the remote e-Voting period and casting obtain the login ID and password by sending a request at
your vote during the General Meeting. For joining virtual [email protected]. However, if he/she is already registered
meeting, you need to click on “VC/OAVM” link placed with NSDL for remote e-voting then he/she can use his/her
under “Join General Meeting”. existing User ID and password for casting the vote.
3. Now you are ready for e-Voting as the Voting page 3. The Scrutinizer shall, immediately after the conclusion
opens. of voting at the AGM, first count the votes cast during
the Meeting, thereafter, unblock the votes cast through
4. Cast your vote by selecting appropriate options i.e.
remote e-voting in the presence of at least two witnesses
assent or dissent, verify/modify the number of shares for
not in the employment of the Company and make, not later
which you wish to cast your vote and click on “Submit”
than 48 hours of conclusion of the AGM, a consolidated
and also “Confirm” when prompted.
Scrutinizer’s Report of the total votes cast in favour or
5. Upon confirmation, the message “Vote cast successfully” against, if any, to the Chairman or a person authorised by
will be displayed. him in writing, who shall countersign the same.
Notice | 17
ANNUAL REPORT 2020 - 21
4. The result declared along with the Scrutinizer’s For shares held in demat form - Please contact your
Report shall be placed on the Company’s website Depository Participant (DP) and register your email
www.tataelxsi.com and on the website of NSDL address and bank account details in your demat account,
www.evoting.nsdl.com. The Company shall as per the process advised by your DP.
simultaneously forward the results to National Stock
Exchange of India Limited and BSE Limited, where the INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM
shares of the Company are listed. THROUGH VC / OAVM :
Process for registration of e-mail id for obtaining Annual 1. Members will be able to attend the AGM through VC /
Report and User ID/password for e-voting and updation of OAVM or view the live webcast of AGM provided by NSDL
bank account mandate for receipt of dividend: at https://www.evoting.nsdl.com by using their remote
i. Shareholders may register their e-mail address or PAN , e-voting login credentials and selecting the EVEN 116039
if not registered with the Depositories (for shares held in for Company’s AGM.
electronic form) / Company (for shares held in physical Members who do not have the User ID and Password
form), on or before 5:00 p.m. (IST) on Tuesday June 15, for e-voting or have forgotten the User ID and Password
2021 , to receive the Notice to the AGM along with Annual
may retrieve the same by following the remote e-voting
Report 20-21, by completing the process as under:
instructions mentioned in the Notice. Further Members
a. Visit the link https://tcpl.linkintime.co.in/EmailReg/ can also use the OTP based login for logging into the
Email_Register.html e-voting system of NSDL.
b. Select “Tata Elxsi Limited” from the dropdown
2. Facility of joining the AGM through VC / OAVM shall open
c. Enter details in respective fields such as DP ID and 30 minutes before the time scheduled for the AGM and
Client ID (if shares held in electronic form) / Folio no. will be available for Members on first come first served
and Certificate no. (if shares held in physical form), basis.
Shareholder name, PAN, mobile no. and e-mail id.
3. Members who need assistance before or during
d. System will send OTP on mobile no. and e-mail id.
the AGM, can contact NSDL on [email protected],
e. Enter OTP received on mobile no. and e-mail id. 1800-222-990 or Ms. Sarita Mote at [email protected] /
It may be noted that the above registration is for the + 91 22 24994890 or write to the Company at
purpose of receiving communication related to the [email protected]
AGM only. Members are requested to liaise with TSR
4. Members who would like to express their views or ask
Darashaw Consultants Private Limited or their respective
questions during the AGM may register themselves
Depository Participants for updation of details.
as a speaker by sending their request from their
ii. For updation of Bank details for shares held in physical registered email address mentioning their name, DP
form, please send a request to the Registrar and Share
ID and Client ID/folio number, PAN, mobile number at
Transfer Agent of the Company at [email protected]
[email protected] between June 16, 2021 and
along with the Folio No, Name of the shareholder,
scanned copy of the certificate (front and back), self- June 21, 2021. The facility to express views/ask questions
attested copy of the PAN card and Aadhar along with during the AGM shall be restricted only to those members
the following details: who have pre-registered themselves as a speaker. The
Company reserves the right to restrict the number of
a) Name and Branch of the Bank in which you wish to
receive the dividend, speakers depending on the availability of time for the
AGM.
b) the Bank Account type,
c) Bank Account Number allotted by their banks after Bengaluru, April 22, 2021 By Order of the Board
implementation of Core Banking Solutions
d) 9 digit MICR Code Number, and
Registered Office: G. Vaidyanathan
e) 11 digit IFSC Code ITPB Road, Whitefield, Company Secretary
f) a scanned copy of the cancelled cheque bearing the Bengaluru - 560 048.
name of the first shareholder CIN: L85110KA1989PLC009968
18 | Notice
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
The following Explanatory Statement pursuant to Section 102 None of the Directors, KMP and / or their relatives, except Prof.
of the Companies Act, 2013, sets out all material facts relating Anurag Kumar and his relatives are concerned or interested in
to the business mentioned at Item Nos. 4,5,6 and 7 of the the resolution set forth in Item No. 4 of the Notice.
accompanying Notice:
Item No. 5
Item No. 4
The Members of the Company at the 28th Annual General
The Board of Directors, on the recommendation of the Meeting held on July 27, 2017 had approved the appointment
Nomination and Remuneration Committee, appointed Prof. of Mr. Sudhakar Rao as an Independent Director of the
Anurag Kumar as an Additional Director (Non Executive, Company from August 01, 2016 for a term of 5 years up to July
Independent) of the Company with effect from November 15,
31, 2021. The tenure of Mr. Sudhakar Rao as an Independent
2020. In terms of Section 161 (1) of the Companies Act, 2013,
Director expires on July 31, 2021.
Prof. Anurag Kumar holds office up to the date of this Annual
General Meeting. Pursuant to the recommendation of the Nomination and
Pursuant to the provisions of Section 149 read with Schedule Remuneration Committee, the Board at its meeting held
IV of the Companies Act, 2013, Prof. Anurag Kumar has given on April 22, 2021 had approved the re-appointment of
necessary declaration to the Board that he meets the criteria Mr. Sudhakar Rao as an Independent Director of the Company
for independence as provided u/s. 149(6) of the Act. The for a second term commencing from August 01, 2021 upto
Board is of the opinion that Prof. Kumar fulfills the conditions September 02, 2024 (3 years, 1 month and 2 days period), in
specified in the Act and the Rules framed thereunder, terms of Section 149 read with Schedule IV of the Companies
for appointment as Independent Director and that he is Act, 2013 and SEBI (Listing Obligations and Disclosure
independent of the management. The appointment of Prof. Requirements) Regulations, 2015, or any amendment thereto
Kumar is now being placed before the Members for their or modification thereof.
approval. The Company has, in terms of Section 160(1) of the The Company has, in terms of Section 160(1) of the Act
Act received in writing a notice from a Member, proposing his received in writing a notice from a Member, proposing his
candidature to the office of the directorship of the Company. candidature for the office of Director.
Prof. Anurag Kumar, B.Tech (1977) IIT Kanpur, PhD (1981)
Cornell Univ., was a Member of Technical Staff in AT&T Bell Mr. Sudhakar Rao is a retired Indian Administrative Service
Laboratories (1981-1988), before returning to India and joining (IAS) officer belonging to the 1973 batch. He held various
the Indian Institute of Science (IISc) as a faculty member in assignments including Chairman & Managing Director of the
the ECE Department. He became a Professor in 1996, and was Karnataka Urban Infrastructure Development and Finance
the Director of IISc during 2014-2020. He has published 200 Corporation (KUIDFC); Principal Secretary - Finance; Principal
peer reviewed papers in journals and conferences, in the area Secretary - Home; Principal Secretary to the Chief Minister of
of communications networking and distributed systems. Karnataka; Development Commissioner and acted as the Chief
Secretary of Karnataka until retirement from government
He has consulted for government and private organisations, service on 30th September 2009. Mr. Rao was conferred the
and has mentored a networking start-up from its early years Kannada Rajyotsava Award under Public Service category by
to a global footprint. He has led the authorship of two major the Government of Karnataka on November 1, 2010.
books that have been used around the world. He was the 1977
President’s Gold Medallist in IIT Kanpur. He has been elected Mr. Rao holds a Master’s Degree in Economics from the
Fellow of the IEEE, the Indian National Science Academy Delhi School of Economics and a Master’s Degree in Public
(INSA), the Indian National Academy of Engineering (INAE), Administration from the Kennedy School of Government,
the Indian Academy of Science (IASc), and The World Harvard University. Mr. Rao acts as the Independent Director
Academy of Sciences (TWAS). He received the 2015 Vasvik for various listed companies.
Award for Information Technology, and the 2017 IEI-IEEE
Award for Engineering Excellence. He is a recipient of the Further details of Mr. Rao have been provided in the Annexure
J.C. Bose National Fellowship, awarded by the Department of to this Notice.
Science Technology, for the period 2011-2021. The Board recommends the resolution at Item No. 5 of this
The Board recommends the Resolution at Item No. 4 of this Notice for approval of the Members.
Notice for approval of the Members.
None of the Directors, KMP and / or their relatives, except
Further details of Prof. Kumar have been provided in the Mr. Sudhakar Rao and his relatives are concerned or interested
Annexure to this Notice. in the resolution set forth in Item No. 5 of the Notice.
Notice | 19
ANNUAL REPORT 2020 - 21
20 | Notice
ANNEXURE
Details of Directors seeking appointment / re-appointment at the Annual General Meeting
Date of Birth May 20, 1959 September 03, 1949 July 13, 1955
Date of November 01, 2014 August 01, 2016 November 15, 2020
appointment
Expertise in specific IT Industry and General General Management and IT Industry and General
functional areas Management Administration Management
None of the Directors seeking appointment / re-appointment are related to any of the other Directors of the Company within
the meaning of the term “relative” as per section 2(77) of the Companies Act, 2013.
Notice | 21
ANNUAL REPORT 2020 - 21
3. Dividend The Profit Before Tax (PBT) was ` 512 crores against ` 352
crores in the previous year. The Profit After Tax (PAT) was
Your Directors recommend for your approval, final
` 365 crores against ` 252 crores in the previous year.
dividend of 240 % (` 24 per share), subject to tax, and
a one-time special dividend of 240% (` 24 per share) During the year under review, despite the unprecedented
subject to tax, for the year ended March 31, 2021 on situation where the entire world was engulfed with the
6,22,76,440 equity shares of ` 10/- each fully paid-up, pandemic, your Company and its employees immediately
aggregating to 480% (` 48 per share), compared to adapted to the new normal and continued seamless -
165% (` 16.50/- per share) on 6,22,76,440 equity shares customer commitments and promises to its customers.
of ` 10/- each fully paid-up in the previous year. 6. Management Discussion and Analysis
This will involve an outgo of ` 298.93 crores, compared Industry Outlook
to ` 102.76 crores, in the previous year.
The year 2020 was disrupted by pandemic-related sharp
The Company’s Dividend Distribution Policy (DDP) is declines in growth across industries. When the global
available in the Investors section of the company website: economy shrank by 3.3% YoY in 2020 (IMF), India’s
www.tataelxsi.com/DividendDistributionPolicy IT & ITeS sector shone brightly, growing by 2.3% YoY
(Nasscom) thanks to faster digital technology adoption.
4. Reserves According to Nasscom’s Strategic Review 2021, India’s
Your Directors have approved a transfer of ` 10 Crores to technology sector contributed 8% of national GDP and
the General Reserves for the year ended March 31, 2021, 52% of services exports.
as against an amount of ` 10 crores transferred in the The rate of digital technology adoption has increased
previous year. across industries, resulting in rapid revenue growth for
5. Review of Operations technology service providers. Enterprises are diverting
their CAPEX budgets to technology and prioritizing
The total income during the year under review increased digitization in the face of a pandemic. According to
by 12.0% from ` 1668 crores in the previous year to ` 1866 Nasscom’s CEO survey, 70% of businesses expect
crores. increased investment in global technology in 2021. With
22 | Directors' Report
increased hyper-digitization and technology adoption One of the few sectors that was positively affected by
across industries, growth verticals such as healthcare, the pandemic was the Media and Communications
pharma, medical devices, software & internet, and sector. With a surge in data & telecom services due to
consumer electronics are expected to accelerate in 2021. global lockdowns, the Media & Communications sector is
expected to grow by a CAGR of 4% between 2020-2023.
In 2021, depressed economic activity and wages,
Furthermore, investments are expected to increase in OTT,
increasing interest rates and geopolitical tension,
5G, SDN/NFV and AI. The pandemic acted as a trigger,
foreign exchange rate volatility, and a downturn in some
accelerating several developments that were already in
industries such as cars, travel, and tourism would all pose
motion. With movie theatres closing, OTT (direct-to-
challenges to development. However, due to advanced
consumer through streaming platforms) saw a healthy
economies’ resilience against recession and a better-
increase in streaming content consumption, subscription
than-expected recovery in emerging markets, a faster
services, and ad-supported models. With the increased
vaccination, central bank monetary support, and fiscal
adoption of remote working teams and the availability
stimulus across major economies have significantly
of successful digital collaborative tools, demand for
reduced the magnitude of the economic downturn than
services such as in-home access, home broadband, and
previously predicted. We expect this growth to intensify
over-the-top (OTT) services is increasing. Consumer and
in the coming months, resulting in global economic
enterprise adoption of innovative wireless technology
normalization.
like 5G has increased due to the COVID-19 pandemic, as
According to Zinnov, the global ER&D was USD 1.4 Trillion has customers’ desire to try new content options.
and is expected to grown by a CAGR of 11% to 1.9 Trillion
According to numerous research and industry data,
by 2023.
pandemic-driven lockdowns and social distancing
While Manufacturing verticals such as Aerospace, recommendations have profoundly rooted digital
Automotive, and Industrial bore the brunt of the technologies in consumers’ attitudes and day-to-day
pandemic and witnessed a change in ER&D priorities, lives. Consumers are collaborating with colleagues,
5G, Digital Thread, and Sustainable engineering are the staying in touch with friends and family, and consulting
key pillars that will drive digital engineering spend going with physicians digitally. They make unprecedented use
forward. of mobile banking and contactless payment apps.
The rapid adoption of intelligent, connected and COVID has served as an inflection point for digital
smart initiatives such as Tele X, intelligent workplaces, transformation across the healthcare ecosystem.
contactless commerce, leveraging new age technologies Transforming the patient experience value chain is top
such as Artificial intelligence, AR/VR, IoT is set to further priority for providers. The uberization of patient care is
fuel ER&D spend across verticals and make enterprises the biggest COVID led disruption.
anti-fragile.
Healthcare payers are accelerating digital investments to
Covid-19 triggered significant disturbances in the automate the trifecta of sales, operations, and services.
automotive industry as well. Lockdowns resulted in Medical devices firms are unlikely to witness a significant
a substantial drop in car sales in the first half of FY21. change in their R&D roadmaps; their focus on connected
The selling of LV/passenger cars has declined sharply in devices will receive an impetus. The global health
developed/larger economies such as the United States, spending is expected to rise at a 3.9% CAGR during
the United Kingdom, and China and major EU economies 2020-2024, led by Asia and Australia (5.3%) and the
such as Germany, France, Italy, Spain, and others. The economies of Central and Eastern Europe (5.2%).
second half of FY21 saw a modest rebound, but the total
A new trend has emerged during this pandemic phase:
car and SUV sales fell by 16% to 76.5 million in 2020.
creating digitally enabled, on-demand, and seamlessly
As per Moody’s stable outlook, auto demand is likely to connected consumer experiences that drive doctor-
improve in 2021, but at a slower pace, which is expected patient interactions. Consumers are increasingly turning
to continue next year with mid-to-high single-digit to technology to track their well-being, track their fitness,
sales growth in 2022. China, the world’s largest market, and order medicines. Consumers are more comfortable
witnessed 10% contraction in auto sales in 2020, and the than ever before to use virtual visits with doctors and
other geographies also witnessed similar dip. However, adopt tools for consultation, and this trend is expected
demand began to return to normal levels in H2 2020 and plan to continue even post Covid. Consumers’ attention
it is expected to see 2.5% YoY growth in auto unit sales has turned to disease prevention by fostering healthier
in 2021. habits, vitality, well-being, and early detection.
Directors' Report | 23
ANNUAL REPORT 2020 - 21
Cloud computing, artificial intelligence, and virtual care Geographical diversification- Revenue Contribution in
delivery systems are becoming increasingly important FY21
in the digital transformation of healthcare around the Row,
world. Because of its ability to process and distribute 13.9%
data effectively and collaboratively, cloud computing
technology will help health systems develop their IT
infrastructure and lower costs. AI employs algorithms Europe,
India, 36.1%
and machine learning (ML) to analyze and interpret data, 13.3%
provide customized interactions, and automate routine
and costly healthcare operations.
Business Analysis
Your Company reported operating revenues of 1826.2
crores in FY 2021, an increase of 13.4% year on year. This Americas,
36.8%
growth was mostly volume-led with constant currency
growth of 8% YoY. Our operating profit (EBITDA) was
Our operations are classified into two business segments,
522.4 crores, up 52.3% year on year, with EBITDA margins
i.e., Software Development & Services and Systems
of 28.6%, up 730 bps. Profit before tax was 511.9 crores,
Integration & Support.
up 45.3% year on year and surpassing 500 crores for the
first time in the Company’s history. The Company’s net Software Development and Services
profit for the year was ` 368.1 crore, up 43.7% year on During the financial year 2021, the Software Development
year. and Services business generated revenues of ` 1,781.6
The onsite offshore revenue mix has also shifted this crores, registering a growth of 14.1% year on year. The
year, with the offshore share rising by 920 bps to 66.9%. segment profit increased by 34.7% from ` 409.6 crores
Operating margins have also improved as a result of this. in the previous year to ` 551.8 crores in FY21.
Over the year, the Company hired a net of 785 new This segment witnessed healthy growth in FY 2020-21,
engineers and saw its attrition rate drop by 360 bps supported by all key segments. The transportation
(6.6% for FY21). business has been showing a sustained recovery while
the media & communications business and healthcare
Your Company has been diligently working to reduce business are growing at a steady pace. Our efforts to
client concentration which is evident from FY21 results. diversify revenues by redeploying the available resources
The contribution of the top client in operating revenues and capabilities into other adjacencies, i.e., off-road
has declined from 16.1% in FY 2020 to 11.8% in FY 2021. and rail, accelerating new customer acquisition, and
The top 5 clients and top 10 clients in operating revenues diversification strategies to de-risk revenue dependency
have also reduced by 320 bps and 370 bps respectively from customer/ segment/ region are yielding results.
in FY2021.
The software development and services segment consists
Our geographical revenue contribution has also further of two business divisions; Embedded Product Design and
diversified, with US contributing to 36.8%, Europe 36.1% Industrial Design & Visualization that provide technology
and India 13.3%. and design services to customers across industries.
Client diversification- Revenue Contribution in FY21 Embedded Product Design
The Embedded Product Design (EPD) division provides
technology consulting, new product design, development,
and testing services for the Transportation, Media,
Top 10 46.8%
50.5% Broadcast & Communication and Healthcare. During the
year 2020-21, this division generated revenues of ` 1611
Top 5
35.0% crores, registering a growth of 14.8% Y-o-Y.
38.2%
In the latest Zinnov Zones 2020 Study, your Company
11.8% was ranked in the ‘Leadership Zone’ across multiple
Top 1 16.1% sectors. Your Company’s extensive and well-established
ER&D services were recognized in the survey, and it was
FY21 FY20 rated in the Leadership Zone in the Automotive and
Media & Communications industries. With three decades
24 | Directors' Report
of experience in providing product design, technology Automotive OEMs and component manufacturers are
development, testing, and systems integration services, growing their R&D expenditures on digital innovation
Tata Elxsi has an unparalleled depth of industry expertise initiatives to develop autonomous, ADAS, and industry
in each of these segments. According to the report, Tata 4.0 capabilities. Digital ER&D (US$ 133.5 bn) constitutes
Elxsi was also recognized as a well-established niche player a significant part of global automotive ER&D spend.
in advanced technologies such as Digital Engineering,
Though the Automotive ER&D segment registered an 8%
Artificial Intelligence, and the Internet of Things.
decline in spend in 2020, it is expected to reach US$ 157
The key sectors addressed by EPD include: bn by 2023.
Transportation During FY2020-21, your Company announced the opening
Your Company is a preferred partner for leading of the Global Engineering Center (GEC) with Schaeffler
car manufacturers, OEMs, and suppliers to develop Technologies AG & Co. KG, a world leader in providing
electronics and software for powertrain, infotainment, mechatronics solutions for the Transportation industry.
connectivity, active safety, and comfort. Tata Elxsi Tata Elxsi is the global engineering services partner for
provides R&D, design, and product engineering services Schaeffler, and the GEC is part of a strategic multi-year
to leading global automotive and transportation industry engineering services engagement. This relationship
players. This business segment contributed to 41.2% of strengthens your Company’s automotive presence in
EPD revenues. Europe and reinforces the strategic investments as a
design-led engineering solutions provider over the years.
Consumer demand is driving the emergence, progress,
and adoption of new trends and technologies in the Your Company is investing in strengthening electric
global transportation sector. Market preferences are vehicles’ development capabilities, including control
transitioning to 24/7 communication in this digital age. software development, battery management systems,
Connected devices are now supporting telematics, and validation. We continue to invest in developing IP in
infotainment, navigation services, vehicle control, ADAS select areas, creating new monetization opportunities, and
(Advanced Driver Assistance Systems), and autonomous demonstrating expertise in specific areas of future growth.
driving, among other services, in the automotive world.
Media, Broadcast and Communications
Digitally connected vehicles are incredible ways for
brands and OEMs to understand their purchasers and their Tata Elxsi addresses the complete product development
preferences better, nurture this relationship all through lifecycle from R&D, new product development, and testing
the possession lifecycle, and set out open doors for new to maintenance engineering for Broadcast, Consumer
income streams for themselves and the entire value chain Electronics, and Communications. Your Company works
through this association. Tata Elxsi plays at this specific with leading broadcasters & operators to develop and
intersection, taking knowledge and technology from deliver new connected services and superior customer
various industries and blending it with award-winning experience. The Media, Broadcast and Communications
design thinking and digital capabilities to generate value. division contributes 44.7% of EPD revenues.
Global Automotive ER&D (USD-Bn) As per Zinnov’s report, global hi-tech-led verticals
consisting of software & internet, semiconductor, and
157 157
telecom are expected to reach the US $484 Billion by
2023, registering a CAGR of 14%, 2019-2023.
5%
3% Global Hi-Tech led ER&D (USD-Bn)
8.7%
144
-8%
Directors' Report | 25
ANNUAL REPORT 2020 - 21
Pandemic-led viewership and content consumption With the growing demand for point-of-care devices,
experienced in the recent past by OTT platforms and digital self-diagnosis devices, wearable monitoring, and
streaming has led Broadcast and Media companies to alert systems. Your Company supports global medtech,
allocate more resources to connect directly with their digital health, pharmaceuticals, and biotech businesses
audiences through new platforms or digital media. conceptualize, launch, and sustain products in one of the
most regulated industries in the world.
Your Company offers better customer engagement
through the user-centric design and AI-based video The sector’s GDP share should average 10.3% in 2021 and
analytics for hyper-personalization for rich interaction 2022.
with users. Our FalconEye solution enables a superior
As per Zinnov’s report, Global Healthcare (services
quality experience, thereby helping content providers
led) ER&D is expected to reach US$ 45 Billion by 2023,
increase customer loyalty, retention and extend their
registering a CAGR of 9.8%, 2019-23. The total global
customer base. We help our customers adopt new
R&D spend in the Medical Devices industry stands at
strategies and agile approaches for application and
USD 48-49 Bn in 2019 (Zinnov), concentrated on top
content development, aggregation, and delivery.
players. North America is the biggest spender, with 59%
Your Company also assists leading telecom operators in of the pie, followed by Europe at 34% and APAC, 7%.
their digital and network transformation efforts, assisting
with integration, process automation, and new service Global Healthcare ER&D (USD-Bn)
rollouts.
9.8%
In FY 2020-21, Tata Elxsi expanded its RDK offerings
by developing an end-to-end, full-stack, intuitive User
Interface solution for RDK Video Accelerator set-top
boxes. This solution offers faster application development
cycles for operators adopting RDK for their video and
broadband services. 31 33 45
26 | Directors' Report
Industrial Design and Visualization System Integration and Support
Tata Elxsi works with customers to develop innovative Our System Integration & Support segment reported a
products, services, and experiences that help them turnover of ` 44.5 crores during the year under review, a
establish brands and grow their businesses. We assist decline of 5.5% Y-o-Y. The segment generated a profit of
clients worldwide in bringing new concepts and goods ` 3.7 crores during the year.
to market by combining design and technology.
Your Company implements and integrates complete
Your Company’s services span across consumer research
systems and solutions for specialized applications such
and strategy, branding and graphics, product design,
as Experience Centers, Training and Safety, and Design
service design, user experience design, transportation
Visualisation. Your Company helps customers implement
design, 3D-prototyping, visualization, and manufacturing
complex design solutions across market segments such as
support.
Automotive, Aerospace, Entertainment, Manufacturing,
Together with our clients, we simplify and enhance Government, and Education.
service value by analyzing problems, identifying
opportunities, improving processes, and creating unified We continue to strengthen our solution portfolio to
solutions, meaningful interactions, spaces, and products. address emerging digital technology needs with our
customers, including professional services for cloud and
This business continues to deliver integrated services for infrastructure management, Virtual Reality (VR), and 3D
customers in Transportation, Media & Communication & Printing.
Healthcare sectors, enabling differentiation and added
value, even as it addresses independent design projects This division is also bringing together design, technology,
in other sectors such as FMCG and consumer appliances. and content to help corporate brands set up Experience
During the year under review, this business registered a Centres to better communicate their brands and
turnover of ` 170 crores and a growth of 9% YoY. businesses’ impact on consumers, stakeholders, and
the community. We executed several such Experience
DishTV selected your Company to develop ‘Orbit,’ the Centers for leading brands and corporate houses in the
new user interface (UI) for both its brands DishTV & d2h. medical devices, transportation, consumer products, and
This enables subscribers with a seamless TV and online manufacturing industries.
viewing experience. The new interface will leverage
artificial intelligence and machine learning to make it Threats, concerns, and risks
easier to find content on TV where users are restricted
With more than 15 months into the pandemic, the global
to traditional remotes. This engagement is a great
economy has encountered new challenges. It is holding
example of our integrated service offering where our
back economic development in some of the poorest
design and technology teams worked together to create
parts of the world; at the same time, there are concerns
a completely new, yet intuitive UI with robust product
that the fight against the pandemic is taking resources
performance that helped create a visual identity and a
away from other critical challenges. Geopolitical risks,
branded experience for Dish TV.
inflation, interest rate volatility, and forex volatility are
Your Company has won its second iF Design Award this expected to keep policymakers on their toes in 2021.
year after the first one in 2017. Tata Elxsi won this world-
renowned award for design excellence for its innovative The health and well-being of our employees is the top
and exceptional design concept for a Mixed Reality priority of your Company. It has been our constant
(MR) Based Smart Assistive Wearable Device. These endeavor to ensure employees feel safe, cared for, and
devices have been designed to help people with special supported. Your management team is working towards
needs such as Autism or Alzheimer’s to deal with social delivering resilience and continuity of our services to our
situations, which they might otherwise find difficult. clients.
Your Company also won two ‘India’s Best Design Awards Your Company’s diversified revenues in sectors with
(IBDA) for Packaging Design for Sunny Sun-lite oil and low correlation namely Transportation, Media &
Product Design for Orient Ultimo tower cooler. The jury Communication and Healthcare has enabled us to
recognized our work for innovative design and solving register a healthy 13.4% Y-o-Y revenue growth during
customer pain points through unique features developed the period when the entire global economy reported a
for each of these products. Going beyond the awards, decline. Your Company’s customer base is diversified
both the products have been very well received in the in terms of both geographies we operate in, and
market, reiterating our design’s impact on driving currencies we bill in. This mitigates risks arising from
strategic business growth for our customers. geopolitical and currency volatility to a certain degree.
Directors' Report | 27
ANNUAL REPORT 2020 - 21
The Company also follows a well-defined hedging policy Significant audit observations and follow up actions
to address any possible risk associated with volatility in thereon are reported to the Audit Committee.
foreign exchange.
Based on the internal audit reports, process owners
We have robust business continuity plans and are undertake corrective actions in their respective areas and
continuously testing and upgrading our disaster thereby strengthen the controls. The Audit Committee
management infrastructure. Your Company has a well- approves the annual internal audit plan, reviews the
defined disaster recovery plan to protect business adequacy and effectiveness of the internal control
operations and critical data and improve our response to system, significant audit observations and monitors the
threats, especially cyberattacks. implementation of audit recommendations.
Internal Control Systems and their adequacy Risk management
Your company has an Internal Control System, Your company has developed and implemented a
commensurate with the size, scale and complexity of its
Board approved Risk Management Policy that ensures
operations. To maintain its objectivity and independence,
appropriate management of risks which aligns with its
the Internal Auditor reports to the Chairperson of the
internal systems and culture. Moreover, it has a well-
Audit Committee of the Board. The internal auditor
defined Enterprise Risk Management (ERM) framework
monitors and evaluates the efficacy and adequacy of the
internal control system in the Company, its compliance that is designed to enable risks identification, assessment,
with operating systems, accounting procedures and mitigation, monitoring and reporting. The risk management
policies of the Company. Your Company has appointed an process encompasses a spectrum of strategic, operational,
external audit firm Grant Thornton Bharat LLP to provide financial and compliance risks that your company is
an independent, objective and reasonable assurance exposed to. Further, it is also embedded across all the
on the adequacy and effectiveness of the Company’s major functions and regions of the organisation. The Risk
internal controls. The audit firm periodically evaluates Management Committee, comprising of Directors and the
and tests the efficacy and adequacy of internal controls. Chief Financial Officer, assist the Board in overseeing the
The internal control systems also aim to strengthen the responsibilities with respect to identification, assessment
overall assurance practices, processes and controls. and mitigation of these risks.
Financial Analysis
Particulars ` in Crores Change over Percentage of Income
2020-21 2019-20 previous year% 2020-21 2019-20
Sales and services 1826 1610 13 98 97
Other income 40 58 -31 2 3
Total Revenues 1866 1668 12 100 100
Cost of sales 87 81 7 5 5
Personnel expenses 1025 951 8 55 57
Financial expenses 6 6 - - -
Depreciation/ Amortization 44 43 2 2 3
Other expenses 192 235 -18 10 14
Total Expenditure 1354 1316 3 73 79
Profit before tax and exceptional items 512 352 45 27 21
Tax expenses 144 96 50 8 6
Profit after tax for the year 368 256 44 20 15
Analysis of Overheads
Particulars ` in Crores Variance %
2020-21 2019-20
Communication expenses 5.94 7.35 (19)
Inland travel and conveyance 2.02 7.90 (74)
Overseas travel 26.94 68.02 (60)
Advertisement and Sales Promotion 6.71 8.39 (20)
Legal and Professional Expenses 10.84 10.04 8
Consultant fees for software development 71.53 70.12 2
28 | Directors' Report
Significant Ratio Analysis
Sl. No. Particulars Unit 31.03.2021 31.03.2020
1 Earnings before interest, depreciation and tax/Sales % 30.78 24.9
2 Profit before tax/ Sales % 28.04 21.86
3 Profit after tax/ Sales % 20.15 15.90
4 Current Ratio* No. of times 5.30 5.53
5 Earnings per share INR 59.11 41.12
In line with our Vision, Mission and Value statements and the During the year under review, six (6) Board meetings
Quality policy, we have instituted robust quality processes were held and have been well attended by the Directors.
for execution of our projects. We have also implemented a The calendar of meetings for the year 2020-21 had been
set of robust information security management processes circulated to all the directors detailing the schedule of
to assure our global customer base of the required level Board and Committee meetings during 2020-21.
of confidentiality and protection of data and information. Pursuant to the provisions of Section 149 of the Act,
Our processes are complying to and certified against the Independent Directors have submitted declarations
generic standards like ISO 9001:2015 and ISO 27001:2013. that each of them meet the criteria of independence
In addition our processes are also certified against domain as provided in Section 149(6) of the Act along with
specific requirements like ISO 13485:2016 for medical Rules framed thereunder and Regulation 16(1)(b) of
devices, and Automotive SPICE® Level 5 certification for the Securities and Exchange Board of India (Listing
the transportation business. In addition, our facilities Obligations and Disclosure Requirements) Regulations,
comply with the rigors of ISO 45001:2018, an international 2015 (“SEBI Listing Regulations”). During the year 20-21,
standard on Occupational Health and Safety. Our there here has been no change in the circumstances
Trivandrum and Pune facilities are also certified for TISAX affecting their status as Independent Directors of the
(Trusted Information Security Assessment Exchange), a Company. Pursuant to Clause VII (1) of Schedule IV of
new assessment and exchange mechanism for information the Companies Act, 2013 the Independent Directors had
security focused towards automotive industry. a separate meeting on April 20, 2020.
Directors' Report | 29
ANNUAL REPORT 2020 - 21
During the year under review, the Non-Executive to give a true and fair view of our state of affairs at
Directors of the Company had no pecuniary relationship the end of the financial year and of our profit and
or transactions with the Company, other than sitting fees, loss for that period.
commission and reimbursement of expenses incurred c. The Directors had taken proper and sufficient care,
by them for the purpose of attending meetings of the
for the maintenance of adequate accounting records,
Board/Committee of the Company.
in accordance with the provisions of Companies Act
Pursuant to the provisions of section 203 of the 2013, for safeguarding the assets and for preventing
Companies Act, 2013, the Key Managerial Personnel and detecting fraud and other irregularities.
(KMP) of the Company are Mr. Manoj Raghavan, (CEO &
d. The Directors have prepared the annual accounts on
MD); Mr. Muralidharan H.V, Chief Financial Officer (CFO)
a going concern basis.
and Mr. G Vaidyanathan, General Counsel & Company
Secretary. e. The Directors had laid down internal financial
controls to be followed by the Company and that
7. Directors’ Responsibility Statement such internal financial controls are adequate and
Based on the framework of internal financial controls were operating effectively.
and compliance systems established and maintained by f. The Directors have devised proper systems to ensure
the Company, work performed by the internal, statutory compliance with provisions of all applicable laws
and secretarial auditors and the reviews performed and that such systems were adequate and operating
by Management and the relevant Board Committees, effectively.
including the Audit Committee, the Board is of the
opinion that the Company’s internal financial controls 8. Particulars on Remuneration
were adequate and effective during the financial year Statement containing particulars of top 10 employees
2020-21. and the employees drawing remuneration in excess of
Accordingly, pursuant to Section 134(5) of the Companies limits prescribed under Section 197 (12) of the Act read
Act, 2013, the Board of Directors, to the best of their with Rule 5(2) and (3) of the Companies (Appointment
knowledge and ability, confirm that: and Remuneration of Managerial Personnel) Rules, 2014
is provided in the Annexure forming part of this report.
a. In the preparation of the annual accounts the In terms of proviso to Section 136(1) of the Act, the
applicable accounting standards had been followed
Report and Accounts are being sent to the shareholders
along with proper explanations relating to material
excluding the aforesaid Annexure. The said Statement is
departures.
also open for inspection at the Registered Office of the
b. The Directors had selected such accounting policies Company, up to the date of the ensuing Annual General
and applied them consistently and made judgements Meeting. Any member interested in obtaining a copy of
and estimates that are reasonable and prudent so as the same may write to the Company Secretary.
Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 are provided as under:
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
financial year:
Non-Executive Director Ratio to median remuneration
Mr. N G Subramaniam* -
Mrs. S. Gopinath 19.53
Mr. Sudhakar Rao 16.36
Dr. Anurag Kumar^ (from November 15, 2020) -
Mr. Ankur Verma* -
Prof. M.S. Ananth^ (up to November 15, 2020) -
Executive Directors
Mr. Manoj Raghavan, MD & CEO 53.86
* Being in full time employment with other Tata Company and is not eligible for commission.
^ Since the information is for the part of the year, either current or past the same is not comparable.
30 | Directors' Report
(ii) Percentage increase in the remuneration of the Directors and KMPs for the financial year:
Directors, Managing Director & CEO, Chief Financial Officer and % increase in the remuneration of
Company Secretary Directors/KMP in the Financial year
Mr. N G Subramaniam** -
Mrs. S. Gopinath 41.59%
Mr. Sudhakar Rao 91.43%
Dr. Anurag Kumar^ (from November 15, 2020) -
Mr. Ankur Verma** -
Prof. M.S. Ananth^ (up to November 15, 2020) -
Mr. Manoj Raghavan, MD & CEO^ -
Mr. Muralidharan H.V, CFO 12%
Mr. G Vaidyanathan, Company Secretary 6%
**Being in full time employment with other Tata Company and is not eligible for commission.
^ Since the information is for the part of the year, either current or past, the same is not comparable.
Directors' Report | 31
ANNUAL REPORT 2020 - 21
32 | Directors' Report
There are no material changes and commitments 21. Auditors
affecting the Company’s financial position between the
M/s BSR & Co. LLP, Chartered Accountants, the statutory
end of the financial year to which this financial statement auditors of the company have been appointed at the
relates and the date of this report. 28th Annual General meeting held on July 27, 2017 for
The Unclaimed Dividend in respect to the financial year a period of 5 years from the conclusion of 28th Annual
2013-14 is due for remittance to Investors’ Education & General Meeting up to the conclusion of the 33rd Annual
Protection Fund (IEPF) on August 25, 2021 in terms of General meeting to be held in the year 2022.
Section 125 of the Companies Act, 2013. 22. Acknowledgements
Pursuant to the provisions of Section 124(6) of the Your Directors wish to thank employees, customers,
Companies Act, 2013 and Investor Education and partners, suppliers, and above all, our shareholders and
Protection Fund Authority (Accounting, Audit, Transfer investors for their continued support and co-operation.
and Refund) Rules, 2016, the Company has during the
year transferred 22,339 equity shares pertaining to those For and on behalf of the Board
shareholders who have not claimed their dividend for
7 consecutive years since 2013, to the IEPF account on N. G. Subramaniam
December 02, 2020. So far, the Company has transferred Chairman
331,109 equity shares to the IEPF account. Bengaluru, April 22, 2021
Manoj Raghavan
Managing Director
Bengaluru, April 22, 2021
Directors' Report | 33
ANNUAL REPORT 2020 - 21
N. G. Subramaniam
Bengaluru, April 22, 2021 Chairman
Sl. No. Name of the Director Designation/ Nature of Directorship No. of meetings of CSR Committee
attended During the Year
1 Mr. Sudhakar Rao Chairman, Independent Director Two (2)
2 Mrs. Shyamala Gopinath Member, Independent Director Two (2)
3 Mr. Manoj Raghavan Member, CEO & MD Two (2)
3 Provide the web-link where Composition of CSR committee, CSR Policy and CSR Projects approved by the Board are
disclosed on the website of the Company : www.tataelxsi.com/corporate-social-responsibility.
4 Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies
(Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) : Not Applicable
5 Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sl. No. Financial Year Amount available for set-off from Amount required to be set- off for the
preceding financial years (in `) financial year, if any (in `)
Nil Nil
6 Average net profit of the Company as per section 135(5) : ` 30,527.50 lakhs
7 (a) Two percent of average net profit of the company as per section 135(5) : ` 610.55 lakhs
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : Nil
(c) Amount required to be set off for the financial year: if any : Nil
(d) Total CSR Obligation for the financial year (7a+7b+7c). : ` 610.55 lakhs
8 (a) CSR amount spent or unspent for the financial year:
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name of the project Item from the list of Local Location of the Project Amount Amount Amount Mode of Mode of
No activities in Schedule area project. duration allocated spent transferred to Implementation Implementation -
VII to the Act. (Yes/ for the in the Unspent CSR - (Direct) (Yes/ Through Implementing
No). project current Account for No) Agency
State District (in `). financial the project as Name CSR
Year per Sec 135(6) Registration
(in `). (in `). Number
1 Setting up a lab for the new M Education / Yes Karnataka Bangalore 24 184.50 Nil 108.50 lakhs Yes Indian Registration in
Tech – AI batch (` 184.5 Lakhs for Contribution to public months Institute progress
two years) funded universities of
Science
2 Supporting research in cyber Contribution to public Yes Tamil Chennai 24 200.00 Nil 99.60 lakhs Yes IIT, CSR00004320
security, functional safety funded universities/ Nadu months Chennai
for automotives and next Contribution
gen. communication network to research &
architecture (` 200 Lakhs for two development projects
years).
Total 208.10 lakhs
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sl. Name of the project Item from the list of Local area Location of the Project Amount Mode of Mode of Implementation - Through
No activities in Schedule (Yes/ No) spent implementation Implementing Agency
VII to the Act. State District for the - Direct (Yes/ Name CSR
project No). Registration
(in `). Number
1 Supply of daily meals to Disaster relief Yes Maharastra Mumbai 10 lakhs Yes Taj Public Service CSR00000540
migrant workers through Taj (COVID 19) Welfare Trust
Hotels
2 Supply of PPE, sanitizers, etc. Disaster relief Yes Maharastra Pune 25 lakhs Yes Sumant Moolgaokar Registration in
to Sassoon Hospital (COVID 19) Development Foundation progress
3 Supply of daily meals to the Disaster relief Yes Karnataka Bangalore 20 lakhs Yes Taj Public Service CSR00000540
medical and support staff of (COVID 19) Welfare Trust
Victoria Hospital through Taj
Hotels
4 Supply of a Tata Winger Promoting healthcare Yes Karnataka Bangalore 10 lakhs Yes Bangalore Baptist CSR00005121
vehicle to Bangalore Baptist Hospital
Hospital for the Mobile Clinic
to ensure safety of medical
professionals
5 Supply of PPE, sanitizers, Disaster relief Yes Karnataka Bangalore 25 lakhs Yes Bangalore Baptist CSR00005121
etc. to Bangalore Baptist (COVID 19) Hospital
Hospital
6 Ration for 1000 school-going Disaster relief Yes Karnataka Bangalore 20 lakhs Yes Samarthanam Trust CSR00000063
children for one month (COVID 19)
7 Sponsoring PPE, sanitizers, Disaster relief Yes Kerala Trivandrum 20 lakhs Yes Trivandrum General -
etc. for TVM General Hospital (COVID 19) Hospital
8 For augmenting patient care Disaster relief Yes Kerala Trivandrum 17 lakhs Yes Government Medical CSR00007241
facilities at Govt Medical (COVID 19) College, Trivandrum
College for COVID 19
9 Masks, sanitizers and mineral Disaster relief Yes Kerala Trivandrum 0.9 lakh Yes Trivandrum Police Force
water for TVM Police Force (COVID 19)
10 Sponsoring PPE, sanitizers, Disaster relief Yes Tamil Nadu Chennai 35 lakhs Yes Adyar Cancer Hospital, CSR00007235
etc. for Adyar Cancer Hospital (COVID 19) Chennai
11 Providing financial assistance Promoting healthcare Yes Kerala Trivandrum 79.55 Yes Sree Chitra Tirunal CSR00005589
to critically ill needy patients. lakhs Institute for Medical
Science & Technology
(SCTIMST), Trivandrum
12 Running clinics at a large Promoting healthcare Yes Karnataka Bangalore 40 lakhs Yes Bangalore Baptist CSR00005121
slum and providing Mobile Hospital
Clinic services
9 (a) Details of Unspent CSR amount for the preceding three financial years: NIL
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Sl. Project ID. Name of the Project. Financial Project Total Amount Cumulative Status
No Year in Duration Amount spent on amount of the
which the allocated the project spent at project -
project was for the in the the end of Completed/
commenced project reporting reporting Ongoing
(in `) Financial Financial
Year (in `). Year. (in `)
1 Education Setting up a lab for the new M Tech 2019-20 2 years 184.50 lakhs Nil 76.00 lakhs ongoing
– AI batch (Balance of ` 184.5 Lakhs
sought for two years)
2 Education Supporting research in cyber security, 2019-20 2 years 200.00 Nil 100.40 lakhs ongoing
functional safety for automotives and lakhs
next gen. communication network
architecture (Balance of ` 200 Lakhs
sought for two years).
Total 384.50 176.40
lakhs lakhs
10 In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year
(asset wise details) Not Applicable
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquistion of capital asset
(c ) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address
etc. -
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset).
11 Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5).
Not Applicable
TO THE MEMBERS OF TATA ELXSI LIMITED (a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
We have conducted the secretarial audit of the compliance
of applicable statutory provisions and the adherence to good Regulations, 2011;
corporate practices by Tata Elxsi Limited, (hereinafter called (b) The Securities and Exchange Board of India
the Company) Secretarial Audit was conducted in a manner (Prohibition of Insiders Trading) Regulations, 2015
that provided us a reasonable basis for evaluating the
(c) The Securities and Exchange Board of India (Issue of
corporate conducts/statutory compliances and expressing
Capital and Disclosure Requirements) Regulations,
my opinion thereon.
2018;
Based on our verification of the Company’s books, papers,
(d) The Securities and Exchange Board of India
minute books, forms and returns filed and other records
maintained by the company and also the information (Listing Obligations and Disclosure Requirements)
provided by the company, its officers, agents and authorized Regulations, 2015 and amendments from time to
representatives during the conduct of secretarial audit and time.
as per the explanations and clarifications given to us and the (vi) Other Laws as informed and certified by the management
representations made by the Management, and consideration of the company which are specifically applicable to the
of the relaxations granted by the Ministry of Corporate Affairs, company based on their sector/industry are:
and Securities and Exchange Board of India warranted due to
(a) The Information Technology Act, 2000 and the
the COVID 19 pandemic, We, hereby report that in our opinion,
the Company has, during the audit period covering the Rules made thereunder.
financial year ended on 31st March, 2021 generally complied (b) Policy relating to the Software Technology Park of
with the statutory provisions listed hereunder and also that India and its regulations
the Company has proper Board processes and compliance
(c) The Indian Copyright Act, 1957
mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter: (d) The Patents Act, 1970
We have examined the books, papers, minutes’ books, forms (e) The Trade Marks Act, 1999
and returns filed and other records made available to us and
(f) The Special Economic Zone Act 2005 & the rules
maintained by Tata Elxsi Limited for the financial year ended
made thereunder.
on 31st March, 2021 according to the applicable provisions of:
(vii) Other Laws:
(i) The Companies Act, 2013 (the Act) and the rules made
there under; (a) The Shops and Establishment Act, 1953
(ii) The Securities Contracts (Regulations) Act, 1956 (‘SCRA’) (b) The Water (Prevention and Control of Pollution) Act,
and the rules made there under; 1974 & Rules there under
(iii) The Depositories Act, 1996 and the Regulations and Bye- (c) The Sexual harassment of Women at Workplace
laws framed there under; (Prevention, Prohibition & Redressal) Act, 2013
(iv) Foreign Exchange Management Act, 1999 and the rules (d) The Payment of Bonus Act, 1965
and regulations made there under to the extent of
(e) The Payment of Gratuity Act, 1972
Foreign Direct Investment, Overseas Direct Investment
and External commercial Borrowings; (f) The Employees Provident Funds and Miscellaneous
Provisions Act, 1952
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, (g) The Contract Labour (Regulations & Abolition) Act,
1992 (“SEBI Act”): - 1970
We have also examined compliance with the applicable We further report that based on the Compliance mechanism
clauses of the following: established by the Company, and the explanations given to us
and the representations made by the Management and relied
i. Secretarial Standards of The Institute of Company upon by us, we are of the opinion that there are adequate
Secretary of India with respect to Board and General systems and processes in the company commensurate with
meeting the size and operations of the company to monitor and
ensure compliance with applicable laws, rules, regulations
ii. SEBI (Listing Obligation and Disclosure Requirements)
and guidelines.
Regulations 2015.
We further report that during the review period, no major
During the period under review and as per the explanation events which had bearing on the Company’s affairs in
and clarifications given to us and the representations made pursuance of the above referred laws rules, regulations,
by the Management, the Company has generally complied guidelines standards etc. have taken place, other than:
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above. The Company has amended its Articles of Association by
Special Resolution through Postal Ballot by insertion of New
We further report that: Clause as Article 137A & the substitution of Article 167 of the
Articles of Association of the Company pursuant to section 14
The Board of Directors of the Company is duly constituted of the Companies Act 2013, MCA Circular No. 14/2020 dated
with proper balance of Executive Directors, Non-Executive April 8, 2020; 17/2020 dated April 13, 2020; and 33/2020
Directors and Independent Directors. The changes in the dated September 28, 2020 The proposed amendment
composition of the Board of Directors that took place during legislates the right to Tata Sons to nominate directors and
the period under review were carried out in compliance with Chairperson of the Board of the Company
the provision of the Act.
For Jayashree Parthasarathy & Co
Adequate notice was given to all Directors at least seven days Company Secretaries
in advance to schedule the Board and Committee Meetings.
Agenda and detailed notes on agenda were sent in advance, Jayashree Parthasarathy
and a system exists for seeking and obtaining further Place: Bangalore FCS No 4610; CP NO. 1988
information and clarifications on the agenda items before the Date: 22/04/2021 UDIN F004610C000159105
meeting and for meaningful participation at the meeting.
Note: This report is to be read with our letter of even date
As per the Minutes, all the decisions at the Board meeting which is annexed as Annexure A and forms an integral part
and committee meeting are carried out unanimously. of this report
Sl. No. Name of the Director DIN Date of appointment Date of cessation
1 Sudhakara Rao 00267211 01/08/2016 ---
2 Ananth Madaboosi Santhanam 00482391 04/01/2016 15/11/2020
3 Shymala Gopinath 02362921 18/08/2011 ---
4 Ganapathy Subramaniam Natarajan 07006215 01/11/2014 ---
5 Ankur Verma 07972892 01/08/2018 ---
6 Manoj Raghavan 08458315 02/10/2019 ---
7 Anurag Kumar 03403112 15/11/2020 ---
Ensuring the eligibility for the appointment/ continuity as the director of the board is the responsibility of the management of
the Company. Our responsibility is to express an opinion based on our verification and representation made by the respective
directors.
This Certificate is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
Jayashree Parthasarathy
Place: Bangalore FCS No 4610; CP NO. 1988
Date: 22/04/2021 UDIN F004610C000159105
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have policy/ policies for...? Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with the Y Y Y Y Y Y Y Y Y
relevant stakeholders?
3 Does the policy conform to any national / international Y Y Y Y Y Y Y Y Y
standards? If yes, specify? (50 words)*
4 Has the policy being approved by the Board? Is yes, has Y Y Y Y Y Y Y Y Y
it been signed by MD/ owner/ CEO/ appropriate Board
Director?#
5 Does the company have a specified committee of the Y Y Y Y Y Y Y Y Y
Board/ Director/ Official to oversee the implementation
of the policy?
6 Indicate the link for the policy to be viewed online? Y Y Y Y Y Y Y Y Y
(http://www.tataelxsi.com/attachment/TATA-ELXSI-
code-of-conduct. pdf)
7 Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?$
8 Does the company have in-house structure to implement Y Y Y Y Y Y Y Y Y
the policy/ policies?
9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/ policies to address
stakeholders’ grievances related to the policy/ policies?
10 Has the company carried out independent audit/ Y Y Y Y Y Y Y Y Y
evaluation of the working of this policy by an internal
or external agency?
*Our BRR is formulated based on NVG guidelines on Social, Environmental and Economic Responsibilities of Business.
#Tata Code of Conduct (TCoC) and CSR policy is approved by the Board of Directors and is monitored by the Managing
Director.
$The policies are accessible to the employees always and are available on the intranet. The policies that are relevant
to other stakeholders are communicated to them, time-to-time.
3. Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance
of the Company.
Annually
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How
frequently it is published?
The Company’s Business Responsibility Report is a part of the Annual Report. It is also hosted on the company’s
website – www.tataelxsi.com/Business-Responsibilty-Report
SECTION E: PRINCIPLE-WISE PERFORMANCE and sickle cell disease in just minutes, more quickly
and affordably as compared to other point-of-care
Principle 1
diagnostic on the market today. This is a multi-
1. Does the policy relating to ethics, bribery and corruption disease diagnostic platform, and is being developed
cover only the company? Yes/ No. Does it extend to for thalassemia and Covid-19 too in addition to sickle
the Group/JointVentures/Suppliers/Contractors/NGOs/ cell disease and malaria.
Others?
c) Sustainable Transport: We work with our customers
The Tata Code of Conduct that the Company has adopted to realize their vision of future mobility by providing
is applicable to its employees, business partners and engineering services for connected, autonomous
suppliers. and electric vehicles of the future. This is done by
means of our product and design engineering, test
2. How many stakeholder complaints have been received and validation and vehicle program management.
in the past financial year and what percentage was
satisfactorily resolved by the management? If so, provide d) Reduction of Carbon Emission: We carry out
details thereof, in about 50 words or so. research based on technology and trends on behalf
of the customers that help in finding solutions for
No concerns/complaints were received relating to ethics, reduced carbon emission. One of our invention for
bribery and corruption from any of our stakeholders which patent application has been filed is on thermal
during 2020-21. management systems that proposes a simple,
Principle 2 light-weight and cost-effective cooling mechanism
employing a telescopic duct for precise and
1. List up to 3 of your products or services whose design localized control of battery operation parameters
has incorporated social or environmental concerns, risks for individual battery cells and can be use in hybrid
and/or opportunities. vehicles. Another patent application that has been
a) Product Design: We won this year’s iF Design Award, filed is for a battery management system (BMS)
a world-renowned award for design excellence. that involves a customized switching circuitry,
Tata Elxsi won this award for its innovative and intelligently operated using a charging command
exceptional design concept for Mixed Reality (MR) system to ensure that the batteries always operate
Based Smart Assistive Wearable Devices. These within their desired upper and lower state-of-charge
devices have been designed by the company to (SOC) limits for optimal battery health, and at the
help people with special needs such as Autism or same time, ensuring seamless connectivity with
Alzheimer’s to deal with social situations, which a USB host thereby ensuring that the tests can go
they might otherwise find difficult. The system is on uninterrupted. The charging command system
deliberately discreet and the clever use of audio operates in a feedback loop, collecting the present
ensures others in the environment are less aware state-of-charge from the mobile devices, and by
moderating the charging current to cause a slow
of the support being provided. For example, the
discharging or a slow charging of the batteries as
device may help people recognise a person whose
needed. This feature prolongs life of batteries, and
name they may have forgotten, or support the
can be deployed in medical and IoT devices.
individual in stressful situations by playing music or
pre-recorded calming phrases. The devices employ 2. For each such product, provide the following details in
Mixed Reality by taking information from input respect of resource use (energy, water, raw material etc.)
devices like discrete wearable cameras driving facial per unit of product (optional):
and environment recognition and microphones then
(a) Reduction during sourcing/production/distribution
feeding back to the user using earphones / ear buds
achieved since the previous year throughout the
and sound collars. These devices in turn help users
value chain?
to participate in social interactions by giving them
subtle guides in the form of audio cues. (b) Reduction during usage by consumers (energy,
water) has been achieved since the previous year?
b) Social Concerns: We provide integrated design and
engineering, digital and connected health, regulatory We work with our customers in developing these
compliance for our customers. We have helped products and we function as an enabler for designing
develop an integrated point-of-care diagnostic products that fulfill social or environmental concerns.
device for Malaria and Sickle cell detection. This Lab- Hence, we are not able to directly measure the
in-a-Box diagnostic device can diagnose malaria resource use.
(a) If yes, what steps have been taken to improve their Principle 3
capacity and capability of local and small vendors? 1. Please indicate the Total number of employees: 7362
The Company engages with multiple suppliers, local 2. Please indicate the Total number of employees hired on
and international. Preference is always given to temporary/contractual/casual basis: 367 consultants
local suppliers. Proximity to the Company’s location
is one significant consideration for selection of 3. Please indicate the Number of permanent women
suppliers. We also consolidate our imports from employees: 2382
various ports to optimize on transport. Preference is 4. Please indicate the Number of permanent employees
given to MSME vendors. The Company also employs with disabilities: 8
local service providers for housekeeping, security,
gardening, maintenance and transport. 5. Do you have an employee association that is recognized
by management? No
5. Does the company have a mechanism to recycle products
and waste? If yes, what is the percentage of recycling of 6. What percentage of your permanent employees is
products and waste (separately as <5%, 5-10%, >10%). members of this recognized employee association? Not
Also, provide details thereof, in about 50 words or so. applicable
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in
the last financial year and pending, as on the end of the financial year.
8. What percentage of your undermentioned employees were given safety & skill up- gradation training in the last year?
(a) Permanent Employees - 73%
(b) Permanent Women Employees – 80%
(c) Casual/Temporary/Contractual Employees – 20%
(d) Employees with Disabilities – Safety and skill upgradation training is an ongoing process in the company. This data is
not separately maintained.
2. Are the programmes/projects undertaken through a national education mission for girl students from SC/ST
in-house team/own foundation/external NGO/ communities.
government structures /any other organization?
Principle 9
The programmes / projects chosen are a mix of in-house,
external and group level initiatives. 1. What percentage of customer complaints/consumer
cases are pending as on the end of financial year?
3. Have you done any impact assessment of your initiative?
The Company has a process of obtaining customer
Assessments are carried out as a part of the planning and queries, complaints and satisfaction by means of periodic
review process. Programs have been chosen carefully to interactions, emails, dedicated relationship managers,
impact end beneficiaries directly. Procedure of reporting established SLAs and escalation mechanisms. These
has been laid down very clearly. processes help the Company to resolve any dissonance
4. What is your company’s direct contribution to with our customers in a timely manner.
community development projects- Amount in INR and 2. Does the company display product information on
the details of the projects undertaken? the product label, over and above what is mandated
The Company has spent an amount of ` 610.55 lakhs as per local laws? Yes/No/N.A. /Remarks (additional
(Out of this ` 208.10 lakhs have been set aside for information)
commitments made for education and research projects.
Not Applicable
The project timelines got extended due to the pandemic)
during this financial year. The programmes have been 3. Is there any case filed by any stakeholder against the
mainly directed towards education & research / skill company regarding unfair trade practices, irresponsible
development, healthcare and for fighting the COVID 19 advertising and/or anti-competitive behaviour during
pandemic. the last five years and pending as on end of financial
5. Have you taken steps to ensure that this community year? If so, provide details thereof, in about 50 words
development initiative is successfully adopted by the or so.
community? Please explain in 50 words, or so. There are no cases filed by any stakeholder against the
We work closely with professional institutions with Company regarding unfair trade practices, irresponsible
proven track record to ensure that the benefits are advertising, and/or anti-competitive behavior during the
passed on to the target community. Examples of such last five years.
institutions are Kidwai Memorial Institute of Oncology, 4. Did your company carry out any consumer survey/
Sri Jayadeva Hospital, Baptist Hospital, RASA (Ramana consumer satisfaction trends?
Sunritya Aalaya), Indian Institute of Science, Vishranthi
Trust, Samarthanam Trust and Karunashraya in The Company carries our periodic customer satisfaction
Bangalore, Sri Chitra Tirunal Hospital in Trivandrum, surveys from a delivery perspective as well as from an
Adyar Cancer Hospital and IIT in Chennai, CMC in Vellore engagement perspective. They provide us an index of
and Sassoon Hospital in Pune. Our association with FAEA our customers’ satisfaction levels along with qualitative
(Foundation for Academic Excellence and Access) is for feedback on our services.
3. Mr. Sudhakar Rao – Non-Executive, Independent 2017 IEI-IEEE Award for Engineering Excellence. He
Director is a recipient of the J.C. Bose National Fellowship,
awarded by the Department of Science Technology,
Mr. Sudhakar Rao is a retired Indian Administrative
for the period 2011-2021.
Service (IAS) Officer of the 1973 batch. He held
various positions including Chairman & Managing As on March 31, 2021 Prof. Anurag Kumar does not
Director of the Karnataka Urban Infrastructure hold any directorship in any other listed company.
development and Finance Corporation (KUIDFC);
5. Mr. Ankur Verma - Non-Executive, Non-
Principal Secretary - Finance; Principal Secretary -
Independent Director
Home; Principal Secretary to the Chief Minister of
Karnataka; Development Commissioner and was the Mr. Ankur Verma, a B.E. in Mechanical Engineering
Chief Secretary of Karnataka until retirement from and PGDM from IIM, Calcutta, has around 15 years of
government service on September 30, 2009. Mr. experience in Investment Banking, Capital Markets
Rao holds a Master’s Degree in Economics from the and Corporate Strategy. Mr. Verma currently serves
Delhi School of Economics and a Master’s Degree in as Senior Vice President, Chairman’s Office at Tata
Public Administration from the Kennedy School of Sons Private Limited. Previously, Mr. Verma was
Government, Harvard University. Managing Director (Investment Banking Division) in
Bank of America Merrill Lynch and prior to that he
He was conferred with the Kannada Rajyotsava
was Group Manager & Head, Business Planning in
Award, under the Public Service category by the
Infosys Technologies Limited - Corporate Planning
Government of Karnataka on November 01, 2010.
Group.
The details of Mr. Sudhakar Rao’s directorship in
The details of Mr. Ankur Verma’s directorship in
other listed companies of as on March 31, 2021 are as
other listed companies of as on March 31, 2021 are as
follows:
follows:
Sl. Name of the Category of
Sl. Name of the Category of
No. Company Directorship
No. Company Directorship
1. Healthcare Global Independent Director
1. Tata Teleservices Non-Executive,
Enterprises Limited
(Maharashtra) Non-Independent
4. Prof. Anurag Kumar - Non-Executive, Independent Limited Director
Director
6. Mr. Manoj Raghavan – Managing Director
Prof. Anurag Kumar, B.Tech (1977) IIT Kanpur, PhD
Manoj Raghavan is the CEO & Managing Director
(1981) Cornell Univ., was a Member of Technical
of Tata Elxsi and has over 22 years of industry
Staff in AT&T Bell Laboratories (1981-1988), before
experience. Prior to taking over the role of CEO
returning to India and joining the Indian Institute
& MD, he served as the Executive Vice President
of Science (IISc) as a faculty member in the ECE
and Head of the Embedded Product Design (EPD)
Department. He became a Professor in 1996, and
division, spearheading the sales, overall delivery and
was the Director of IISc during 2014-2020. He has
P&L for this division.
published 200 peer reviewed papers in journals
and conferences, in the area of communications He joined Tata Elxsi Limited in 1997 as Regional
networking and distributed systems. Manager to set up and grow Japan operations.
Subsequently, he was also responsible for developing
He has consulted for government and private
the business in South Korea, Taiwan, Singapore and
organisations, and has mentored a networking
China. More recently, Manoj was responsible for the
start-up from its early years to a global footprint.
North American business and helped grow the region
He has led the authorship of two major books
to become a top revenue earner for the company.
that have been used around the world. He was
the 1977 President’s Gold Medallist in IIT Kanpur. Manoj Raghavan holds a B.Tech in Metallurgical
He has been elected Fellow of the IEEE, the Indian Engineering from IIT Madras, an MBA from The
National Science Academy (INSA), the Indian Indian Institute of Foreign Trade, New Delhi and has
National Academy of Engineering (INAE), the completed the Advanced Management Program
Indian Academy of Science (IASc), and The World from Harvard Business School. As on March 31, 2021,
Academy of Sciences (TWAS). He received the 2015 Mr. Raghavan does not hold directorship in any other
Vasvik Award for Information Technology, and the listed company.
Performance evaluation of Board and Directors: Year 2020-21 as per Clause VII (1) of Schedule IV
The Company has laid down a process for under Section 149 (8) of the Companies Act, 2013
evaluation of the Board and Committees of Board and Regulation 25 (3) of the Listing Regulations was
as also evaluation of the performance of each of the held on April 20, 2020 wherein the Independent
Directors. The evaluation criteria include inter-alia, Directors reviewed the performance of the Managing
structure of the Board, qualifications, experience Director, Non-Independent Directors and other
and competency of Directors, diversity in Board, matters. The Independent Directors have confirmed
effectiveness of the Board process, information and that they satisfy the criteria of Independence as
functioning, Board culture and dynamics, quality of stipulated under Section 149 (6) of the Companies
relationship between the Board and management, Act, 2013 and Regulation 16 (b) of the SEBI
meetings of the Board, including regularity and (Listing Obligations and Disclosure Requirements)
frequency, discussion and dissent, corporate culture Regulations, 2015.
and values, governance and compliance, evaluation
Familiarisation: The Independent Directors
of risk amongst others. The criteria is based on the
immediately on appointment are issued a formal
Guidance Note on Board Evaluation issued by the
letter of appointment and a welcome docket
Securities and Exchange Board of India on January
outlining their rights, roles and responsibilities, and
5, 2017. The evaluation process is conducted and
the Business overview of the Company, policies
monitored by the Chairperson, Nomination &
etc. The Chairman as well as Managing Director
Remuneration Committee (NRC) in consultation with
of the Company, brief the Director individually on
the members of the committee. The Chairperson,
the industry and businesses of the Company, prior
NRC on the basis of the feedback received from
to their appointment. At each of the Business plan
each of the Directors has one to one meeting with
meeting, normally held in the third/fourth quarter
them. Thereafter, briefs the Chairman of the Board
each year, the Directors are briefed on the different
on the outcome, which in turn discussed in the Board
business units of the company, the industry as a
meeting. The performance of the Independent
whole and other details like customers, market etc.
Directors was also reviewed at the Board meeting.
During the year, the Annual Business Plan meeting
For the year 2020-21 the Board evaluation has been
was held on December 18, 2020, which included
conducted as per the process mentioned above.
a session with the management team, wherein,
Meeting of Independent Directors: A separate the Directors were walked through the market of
meeting of Independent Directors for the Financial different Business units, the customers, the future
prospects, emerging technologies etc. The future Directors. The in-house magazine of the Company
strategy of the Company was also discussed. is also sent to the Directors periodically keeping
them abreast with the recent happenings and
The Board has adopted a Governance guideline, developments. The familiarization program for the
enumerating the rights and roles of the Directors. Independent Directors is available at www.tataelxsi.
A copy of the same has been circulated to all the com/FamiliarisationProgram
Six Board Meetings were held during the year 2020-21 and the gap between two meetings did not exceed four
months. The dates on which the Board Meetings held were April 20, 2020; July 21, 2020; August 28, 2020; October
14, 2020; December 18, 2020 and January 12, 2021. The necessary quorum was present at all the Board meetings. The
names and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the
last Annual General Meeting, as also the number of Directorships held by them in other companies are given below:
4. Reviewing, with the management, the annual 13. Reviewing the adequacy of internal audit function,
financial statements and auditor’s report thereon if any, including the structure of the internal audit
before submission to the Board for approval, with department, staffing and seniority of the official
particular reference to: heading the department, reporting structure
coverage and frequency of internal audit;
a. Matters required to be included in the Director’s
Responsibility Statement to be included in the 14. Discussion with internal auditors of any significant
Board’s report in terms of clause (c) of sub- findings and follow up there on;
section 3 of section 134 of the Companies Act, 15. Reviewing the findings of any internal investigations
2013. by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal
b. Changes, if any, in accounting policies and
control systems of a material nature and reporting
practices and reasons for the same.
the matter to the board;
c. Major accounting entries involving estimates
16. Discussion with statutory auditors before the audit
based on the exercise of judgment by
commences, about the nature and scope of audit as
management. well as post-audit discussion to ascertain any area of
d. Significant adjustments made in the financial concern;
statements arising out of audit findings. 17. To look into the reasons for substantial defaults in
e. Compliance with listing and other legal the payment to the depositors, debenture holders,
requirements relating to financial statements. shareholders (in case of non-payment of declared
dividends) and creditors;
f. Disclosure of any related party transactions.
18. To review the functioning of the Whistle Blower
g. Qualifications in the draft audit report, if any. mechanism;
5. Reviewing, with the management, the quarterly 19. Approval of appointment of CFO (i.e., the whole-
financial statements before submission to the Board time Finance Director or any other person heading
for approval; the finance function or discharging that function)
after assessing the qualifications, experience and
6. Reviewing, with the management, the statement of
background, etc. of the candidate;
uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the 20. Reviewing the utilization of loans and/ or advances
statement of funds utilized for purposes other than from/investment by the holding company in the
those stated in the offer document / prospectus / subsidiary exceeding rupees 100 crore or 10% of
notice and the report submitted by the monitoring the asset size of the subsidiary, whichever is lower
agency monitoring the utilisation of proceeds of including existing loans / advances / investments
a public or rights issue, and making appropriate existing;
recommendations to the Board to take up steps in 21. Carrying out any other function as is mentioned in
this matter; the terms of reference of the Audit Committee.
7. Review and monitor the auditor’s independence and Review of information by Audit Committee
performance, and effectiveness of audit process;
The Audit Committee reviews the following information:
8. Approval or any subsequent modification of
transactions of the company with related parties; 1. Management discussion and analysis of financial
condition and results of operations;
9. Scrutiny of inter-corporate loans and investments;
2. Statement of significant related party transactions
10. Valuation of undertakings or assets of the company, (as defined by the Audit Committee) submitted by
wherever it is necessary; management;
3. Management letters / letters of internal control of Insider Trading) Regulations, 2015 and to review the
weaknesses issued by the statutory auditors; report of the Compliance Officer with the provisions of
these regulations at least once in a financial year and
4. Internal audit reports relating to internal control
verify that the systems for internal control are adequate
weaknesses; and
and are operating effectively.
5. The appointment, removal and terms of remuneration
of the Chief Internal Auditor shall be subject to The Audit Committee reviewed the reports of the
review by the Audit Committee. internal auditors including the external internal Auditors,
the reports of the statutory auditors arising out of the
6. Statement of deviations: quarterly, half-yearly, and annual audit of the accounts;
(a) quarterly statement of deviation(s) including considered significant financial issues affecting the
report of monitoring agency, if applicable, Company and held discussions with the internal and
submitted to stock exchange(s) in terms of statutory auditors and the Company Management during
Regulation 32(1) of SEBI (Listing Obligations the year.
and Disclosure Requirements) Regulations, Five Audit Committee Meetings were held during the
2015. year 2020-21. The dates on which the Audit Committee
(b) annual statement of funds utilized for purposes Meetings held were April 20, 2020; July 21, 2020; October
other than those stated in the offer document/ 14, 2020; January 11, 2021 and January 12, 2021.
prospectus/ notice in terms of Regulation 32(7) The constitution of Audit Committee is in conformation
of SEBI (Listing Obligations and Disclosure
with the requirements of Section 177 of the Companies
Requirements) Regulations, 2015.
Act, 2013 and also as per the requirements of Regulation
The Audit Committee is also responsible for giving 18 of the SEBI (Listing Obligations and Disclosure
guidance and directions under the SEBI (Prohibition Requirements) Regulations, 2015.
The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during
the year are as follows:
4. Nomination and Remuneration Committee 4. Identifying persons who are qualified to become
directors and who may be appointed in senior
The terms of reference of the Nomination and
management in accordance with the criteria
Remuneration Committee are:
laid down, and recommend to the Board their
1. Formulation of the criteria for determining appointment and removal.
qualifications, positive attributes and independence 5. Board composition and succession planning,
of a director and recommend to the Board a policy, evaluation of every Director.
relating to the remuneration of the directors, key
managerial personnel and other employees; 6. To recommend remuneration policy for the
directors, KMP, executives and other employees of
2. Formulation of criteria for evaluation of Independent the Company.
Directors and the Board;
7. To oversee familiarization programme for Directors,
3. Devising a policy on Board diversity; review of HR strategy, philosophy and practices and
The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during
the year are as follows:
Sl. No. Name of Members Category No. of Meetings attended
during the year 2020-21
1 Mrs. Shyamala Gopinath, Chairperson Independent / Non-Executive 2
2 Mr. N.G. Subramaniam Non Independent / Non-Executive 2
3 Mr. Sudhakar Rao Independent / Non-Executive 2
Details of remuneration paid/payable for the year ended March 31, 2021
Non-executive Directors (NEDs):
Sl. No. Name of the Non-Executive Director Sitting Fees (`) Commission (`)
1 Mr. N.G. Subramaniam 1,50,000 -
2 Mrs. Shyamala Gopinath 2,25,000 1,60,00,000
3 Prof. M.S. Ananth 1,35,000 88,00,000
4 Mr. Sudhakar Rao 2,25,000 1,34,00,000
5 Prof. Anurag Kumar 30,000 18,00,000
6 Mr. Ankur Verma 1,50,000 -
Managing Director:
Name Salary (`) Commission Contribution Other Total (`)
(`) to Provident & Allowances &
other Funds (`) Perquisites (`)
Mr. Manoj Raghavan 1,38,60,276 2,50,00,000 18,10,836 34,58,724 4,41,29,836
The Board on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration policy for
Directors, Key Managerial Personnel (KMP) and other employees of the company. The Board has also adopted a policy on
Board diversity. The said Policies are available at www.tataelxsi.com/Board-Diversity.
5. Stakeholders’ Relationship Committee
The terms of reference mandated by your Board, which is also in line with the statutory and regulatory requirements are:
1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the Company.
One Stakeholders’ Relationship Committee (SRC) Meeting was held during the year 2020-21 on October 14, 2020. The
composition, name of the members, chairman, particulars of the Meetings and attendance of the members during the year
are as follows:
Sl. No. Name of Members Category No. of Meetings attended
during the year 2020-21
1 Mr. Sudhakar Rao, Chairman Independent/ Non-Executive 1
2 Prof. Anurag Kumar* Independent/ Non-Executive -
3 Mr. Manoj Raghavan Non-Independent / Executive 1
4 Prof. M.S. Ananth$ Independent/ Non-Executive 1
* Prof. Anurag Kumar was appointed as a member of the Committee with effect from December 18, 2020.
$
Prof. M.S. Ananth retired as an Independent Director w.e.f. November 15, 2020 and consequently ceased to be a member
of the Committee.
Name, designation & address of the Compliance Officer:
Mr. G. Vaidyanathan, Company Secretary
Tata Elxsi Limited
ITPB Road, Whitefield, Bengaluru – 560048.
Phone : +91-80-22979316
Fax : +91-80-28411474
E-mail : [email protected]
Details of complaints received and redressed during 2020-21:
Opening Balance Received during the year Resolved during the year Closing Balance
0 11 8 3
Complaints/correspondences are usually dealt with within 15 days of receipt and are completely resolved, except in cases
where litigation is involved.
Share transfer lodgements are processed within 15 days and returned, except in cases where litigations are involved. The
contact details for investor grievances are as below:
a. Ms. Cauveri Sriram b. TSR Darashaw Consultants Private Ltd.
e-mail: [email protected] e-mail: [email protected]
Phone: +91-080-2297 9166 Phone: +91-022-6656 8484
Fax: +91-080-2841 1474 Fax: +91-022-6656 8494
6. Risk Management Committee
The Board has constituted a Risk Management Committee (RMC) in line with the provisions of Regulation 21 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, which is responsible to provide oversight in achieving the
Company’s Enterprise Risk Management (ERM) objectives. The ERM helps these objectives by creating a comprehensive
approach to anticipate, identify, prioritize and manage material risks attached to the Company’s operations. The primary
responsibility of the Committee is to ensure that sound policies, procedures and practices are in place for the enterprise-
wide management of the Company’s material risks and to report the results of the Committee’s activities to the Company’s
Audit Committee. The terms of reference of the Committee are:
1. Provide ongoing guidance and support for the refinement of the overall risk management.
2. Ensure that management understands and accepts its responsibility for identifying, assessing and managing risk.
3. Determine which enterprise risks are most significant.
4. Assign risk owners and approve action plans.
b) No Extra-Ordinary General Meeting of the d) Details of Postal Ballot was conducted during the
shareholders was held during the financial year financial year 2020-21:
2020- 21.
During the year, the Company sought the approval
c) Special Resolutions passed in previous three Annual of the shareholders by way of a Special Resolution
General Meetings: through notice of postal ballot dated October
(i) At the Annual General Meeting held on July 21, 14, 2020 for alteration of Articles of Association,
2020, no special resolution was passed inserting Article 137A and altering Article 167,
with respect to Nomination of Directors and
(ii) At the Annual General Meeting held on July 17, Chairman respectively. The results of the Postal
2019 a special resolution for re-appointment Ballot were announced on December 01, 2020.
of Mrs. Shyamala Gopinath as an Independent Mr. Madan V, Practicing Company was appointed
Director was passed.
as the Scrutinizer to scrutinize the postal ballot and
(iii) At the Annual General Meeting held on July 25, remote e-voting process in a fair and transparent
2018, no special resolution was passed. manner.
Number of members voted /Total No. of votes in favour No. of votes against No. of invalid votes
number of votes(shares) cast
3,57,81,974 6,72,616 0
715/3,64,54,590
98.15% 1.85% 0.00%
e) Procedure for Postal Ballot 2020 at 9.00 a.m. (IST) until November 30, 2020 at
5:00 p.m. (IST).
The Company conducted the postal ballot in
accordance with the provisions of Section 108, 110 Upon completion of scrutiny of the votes cast
of the Companies Act, 2013 read with Rule 22 of the through e-voting in a fair and transparent manner,
Companies (Management & Administration) Rules, the scrutinizer i.e. Mr. Madan V, submitted his
2014 (“Rules”). report to the Company and the results of the
In compliance with Circular No. 14/2020 dated April postal ballot were announced by the Company on
8, 2020, Circular No. 17/2020 dated April 13, 2020 December 01, 2020. The voting results were sent
and Circular No. 33/2020 dated September 28, to the Stock Exchanges and also displayed on the
2020, issued by the Ministry of Corporate Affairs Company’s website www.tataelxsi.com and on the
(“MCA”), Company sent the Postal Ballot Notice website of National Securities Depository Limited
along with the explanatory statement in electronic www.evoting.nsdl.com
form on October 29, 2020 only to those Members
(f) Details of special resolution proposed to be
whose e-mail addresses were registered with the
conducted through postal ballot: None
Company/ Depositories, to enable them to cast their
votes electronically. The Company also published a 9. Disclosures
Notice in the newspaper and other requirements as
mandated under the provisions of the Act and Rules There are no materially significant Related Party
framed thereunder. The voting rights were reckoned Transactions during the year that have potential
on the paid-up value of the shares registered in the conflict with the interests of the Company at large.
names of the members as on the cut-off date. Transactions entered into with related parties
during the financial year were in the ordinary course
In compliance with the provisions of Sections of business and at arm’s length basis and were
108 and 110 of the Act and Rule 20 and 22 of the approved by the Audit Committee.
Rules read with Regulation 44 of the SEBI Listing
Regulations, the Company had offered the facility The Company has formulated a policy on Related
of e-voting to its members to enable them to cast Party Transactions and the same is available on the
their vote electronically. The voting under the postal Company’s website www.tataelxsi.com/policy-on-
ballot was kept open from Sunday, November 01, related-partytransactions.
as announcements and press releases in newspapers, circular letters and other reports to the members, posting
information on its website (www.tataelxsi.com), intimation to the Stock Exchanges, responding to analyst’s queries etc.
The quarterly, half-yearly and annual results are displayed on the Company’s website www.tataelxsi.com and also
disseminated through all the modes mentioned above. Financial Express (English daily) and Sanjevani (vernacular
daily) are usually the papers in which the quarterly results are published.
Your Company’s Management Discussion & Analysis of the Business for the year ended March 31, 2021 forms part of
the Directors’ Report and is given under the section so captioned.
The transcripts and audio of the Company’s investors/analysts concalls are available at: www.tataelxsi.com/investors.
11. General Shareholders Information
Market Price Data: High/Low during each month of 2020-21 on the following exchanges:
Month BSE NSE
High Low Volume High Low Volume
(No. of shares) (No. of shares)
Apr-20 860.00 590.00 7,71,238 860.00 590.05 1,16,83,898
May-20 818.75 740.60 9,74,175 818.80 740.10 64,70,597
Jun-20 942.65 768.60 19,91,449 943.00 767.35 1,79,91,121
Jul-20 977.55 876.60 18,50,539 977.95 876.00 1,21,06,761
Aug-20 1,208.75 933.50 20,22,106 1,208.60 932.55 1,23,88,217
Sep-20 1,330.00 1,060.20 20,08,385 1,331.00 1,060.45 1,16,28,449
Oct-20 1,709.90 1,271.00 13,03,658 1,710.00 1,270.15 1,73,52,371
Nov-20 1,610.00 1,452.10 6,54,518 1,609.00 1,455.00 79,37,972
Dec-20 1,887.60 1,485.00 8,85,998 1,888.00 1,468.00 1,07,26,564
Jan-21 2,849.50 1,838.00 24,15,766 2,849.00 1,837.00 3,64,79,698
Feb-21 3,050.00 2,608.00 8,71,550 3,050.00 2,607.00 1,12,93,387
Mar-21 2,836.00 2,544.80 7,17,505 2,837.50 2,541.10 97,38,283
3000 16,000
2800
15,000
2600
14,000
2400
Tata Elxsi Share Price (`)
13,000
S & P CNX Nifty Index
2200
2000 12,000
1800
11,000
1600
1400 10,000
1200 9,000
1000
8,000
800
7,000
600
400 6,000
Oct-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Nov-20
Jan-21
Feb-21
Mar-21
Dec-20
TO THE MEMBERS OF TATA ELXSI LIMITED “ICAI”), in so far as applicable for the purpose of this
certificate. The Guidance Note requires that we comply
1. This certificate is issued in accordance with the terms of
with the ethical requirements of the Code of Ethics
our engagement letter dated 26 June 2020.
issued by the ICAI.
2. We have examined the compliance of conditions of
7. We have complied with the relevant applicable
Corporate Governance by Tata Elxsi Limited (“the
Company”), for the year ended 31 March 2021, as requirements of the Standard on Quality Control (SQC)
stipulated in regulations 17 to 27, clauses (b) to (i) of 1, Quality Control for Firms that Perform Audits and
regulation 46(2) and paragraphs C, D and E of Schedule Reviews of Historical Financial Information, and Other
V of the Securities Exchange Board of India (Listing Assurance and Related Services Engagements.
Obligations and Disclosure Requirements) Regulations, Opinion
2015 as amended from time to time (“Listing
Regulations”) pursuant to the Listing Agreement of the 8. In our opinion and to the best of our information and
Company with Stock Exchanges. according to the explanations given to us, we certify
that the Company has complied with the conditions
Management’s Responsibility of Corporate Governance as stipulated in the above-
3. The compliance of conditions of Corporate Governance mentioned Listing Regulations.
as stipulated under the listing regulations is the 9. We state that such compliance is neither an assurance as
responsibility of the Company’s Management including to the future viability of the Company nor the efficiency
the preparation and maintenance of all the relevant or effectiveness with which the management has
records and documents. This responsibility includes the
conducted the affairs of the Company.
design, implementation and maintenance of internal
control and procedures to ensure the compliance with Restriction on use
the conditions of Corporate Governance stipulated in the
10. The certificate is addressed and provided to the Members
Listing Regulations.
of the Company solely for the purpose of enabling the
Auditors’ Responsibility Company to comply with the requirement of the Listing
Regulations and should not be used by any other person
4. Our examination was limited to procedures and
or for any other purpose. Accordingly, we do not accept
implementation thereof, adopted by the Company
for ensuring the compliance of the conditions of the or assume any liability or any duty of care for any other
Corporate Governance. It is neither an audit nor an purpose or to any other person to whom this certificate
expression of opinion on the financial statements of the is shown or into whose hands it may come without our
Company. prior consent in writing.
5. Pursuant to the requirements of the Listing Regulations, for B S R & Co. LLP
it is our responsibility to provide a reasonable assurance Chartered Accountants
whether the Company has complied with the conditions Firm registration number: 101248W/W-100022
of Corporate Governance as stipulated in Listing
Regulations for the year ended 31 March 2021.
6. We conducted our examination of the above corporate Sanjay Sharma
governance compliance by the Company in accordance Partner
with the Guidance Note on Reports or Certificates for Membership number: 063980
Special Purposes (Revised 2016) and Guidance Note on UDIN: 21063980AAAAEM5635
Certification of Corporate Governance both issued by Place: Bengaluru
the Institute of the Chartered Accountants of India (the Date: 22 April 2021
The key audit matter How the matter was addressed in our audit
Accuracy of revenue recognition in respect of fixed price In view of its significance we applied the following audit
contracts (Refer Note 2.4 to the financial statements) procedures in this matter, among others to obtain sufficient
appropriate audit evidence:
The Company engages in fixed price contracts, with its • Obtained an understanding on the systems, processes
customers where, revenue from each contract is recognized and controls implemented by the Company with respect
based on percentage of completion. This involves to recognition of actual cost incurred on each contract
computation of actual cost incurred and estimation of (including allocation and apportionment), estimation
total cost on each contract to measure progress towards of future cost to completion, estimation of provision for
completion (the input method). onerous contract, measurement of unbilled revenue,
unearned revenue and the total contract revenue on its
completion.
Accuracy of revenue recognition in respect of fixed price • Involved Information technology (‘IT’) specialists to assess
contracts has been identified as a Key Audit Matter the design and operating effectiveness of key IT controls
considering that: relating to revenue recognition and in particular:
• these contracts involve identification of actual cost IT environment in which the business systems operate,
incurred on each contract including allocation and including access controls, program change controls,
apportionment; program development controls and IT operation
controls;
• these contracts require estimation of future cost- Access and application controls pertaining to time
to completion of each contract as well as critical recording and allocation systems which prevent
estimates to make provision for onerous contract; unauthorised changes to recording of costs and
revenue.
• at year-end a significant amount of contract assets • For selected samples of fixed contracts, –
(unbilled revenue) and contract liabilities (unearned Evaluated the contractual terms to identify the
revenue) related to each contract is to be identified. performance obligation and assessed the basis of
revenue recognition;
Checked the approval for estimates of cost to
completion by authorised personnel of the Company;
Carried out a retrospective assessment of costs
incurred with estimated costs to identify any significant
variation and checked whether those variations have
been considered in estimating the remaining costs to
complete the contract; and
Verified the contract assets and contract liabilities
on balance sheet by evaluating the underlying
documentation to identify possible delays in achieving
milestones which require change in estimated costs to
complete the remaining performance obligations;
Checked journal entries impacting the revenue
recognition for the period selected based on specified
risk-based criteria.
• Checked the adequacy of provision in respect of onerous
contracts.
Name of the Statute Nature of the Amount Period to Forum where dispute is pending
Dues (` lakhs) which amount
relates (FY)
The Income Tax Act, 1961 Income Tax 67.29 2008-09 Income Tax Appellate Tribunal
The Income Tax Act, 1961 Income Tax 2,930.13 2012-13 Commissioner of Income-tax (Appeals)
The Income Tax Act, 1961 Income Tax 291.86 2017-18 Commissioner of Income-tax (Appeals)
(viii) In our opinion and according to the information and compliance with Sections 177 and 188 of the Act, where
explanations given to us, the Company did not have applicable, and details of such transactions have been
any outstanding loans or borrowings from financial disclosed in the financial statements as required by the
institutions, bank, government or debenture holders applicable accounting standards.
during the year. Accordingly, the provisions of Paragraph
3(viii) of the order are not applicable to the Company. (xiv) According to the information and explanations given to
us and based on our examination of the records of the
(ix) In our opinion and according to the information and Company, the Company has not made any preferential
explanations given to us the Company did not raise any allotment or private placement of shares or fully or partly
money by way of initial public offer or further public convertible debentures during the year. Accordingly,
offer (including debt instruments) and term loans during the provisions of Paragraph 3(xiv) of the order are not
the year. Accordingly, the provisions of Paragraph 3(ix) applicable to the Company.
of the order are not applicable to the Company.
(xv) According to the information and explanations given to
(x) To the best of our knowledge and according to the us and based on our examination of the records of the
information and explanations given to us, no material
Company, the Company has not entered into non-cash
fraud by the Company or on the Company by its officers
transactions with directors or persons connected with
or employees has been noticed or reported during the
him. Accordingly, the provisions of Paragraph 3(xv) of
year.
the order are not applicable to the Company.
(xi) In our opinion and according to the information and
(xvi) According to the information and explanation given to
explanations given to us and based on examination of
the records of the Company, the Company has paid/ us, the Company is not required to be registered under
provided managerial remuneration in accordance with section 45-IA of the Reserve Bank of India Act 1934.
the requisite approvals mandated by the provisions of Accordingly, the provisions of Paragraph 3(xvi) of the
Section 197 read with Schedule V to the Act. order are not applicable to the Company.
(xii) According to the information and explanations given to for B S R & Co. LLP
us, in our opinion, the Company is not a Nidhi Company Chartered Accountants
as prescribed under Section 406 of the Act. Accordingly, Firm Registration number: 101248W/W-100022
the provisions of Paragraph 3(xii) of the order are not
applicable to the Company.
Sanjay Sharma
(xiii) According to the information and explanations given to Partner
us and based on our examination of the records of the Place: Bengaluru Membership number: 063980
Company, all transactions with the related parties are in Date: 22 April 2021 UDIN: 21063980AAAAEL8193
BALANCE SHEET
` lakhs
As at As at
Note March 31, 2021 March 31, 2020
ASSETS
Non-current assets
(a) Property, plant and equipment 3 (i) 8,600.59 8,229.25
(b) Capital work-in-progress 3 (ia) 726.73 91.31
(c) Right of use assets 32 (b) 6,509.42 5,183.27
(d) Intangible assets 3 (ii) 1,855.22 1,293.49
(e) Financial assets
(i) Investments* 4 - -
(ii) Loans receivable 6 (ia) 2,039.96 1,682.70
(iii) Other financial assets 6 (ib) 10,200.00 -
(f) Deferred tax assets (net) 7 995.83 876.83
(g) Other non-current assets 8 (i) 209.39 341.20
(h) Tax assets (net) 9 (i) 1,395.19 1,079.83
Total non-current assets 32,532.33 18,777.88
Current assets
(a) Inventories 10 6.29 171.20
(b) Financial assets
(i) Trade receivables 11 40,225.83 39,238.07
(ii) Cash and cash equivalents 12 10,041.73 22,842.45
(iii) Other bank balances 13 75,920.25 43,580.02
(iv) Loans receivable 5 90.51 89.37
(v) Other financial assets 6 (ii) 7,366.55 8,440.70
(c) Other current assets 8 (iii) 5,485.77 5,758.45
Total current assets 139,136.93 120,120.26
TOTAL ASSETS 171,669.26 138,898.14
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 14 6,227.64 6,227.64
(b) Other equity 15 128,989.51 102,775.89
Total equity 135,217.15 109,003.53
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 6,045.69 4,501.39
(b) Provisions 16 (i) 3,960.00 3,655.98
Total non-current liabilities 10,005.69 8,157.37
Current liabilities
(a) Financial liabilities
(i) Lease liabilities 1,275.30 1,325.66
(ii) Trade payables 17
a) Dues of micro, small and medium enterprises - -
b) Dues of creditors other than micro, small and medium 5,613.07 4,713.20
enterprises
(iii) Other financial liabilities 18 5,359.80 4,669.41
(b) Other current liabilities 20 8,305.35 7,649.87
(c) Provisions 16 (ii) 1,258.69 1,006.42
(d) Current tax liabilities (net) 19 (i) 4,634.21 2,372.68
Total current liabilities 26,446.42 21,737.24
TOTAL EQUITY AND LIABILITIES 171,669.26 138,898.14
* value is less than a lakh
See accompanying notes to the Ind AS financial statements 1 - 41
As per our report of even date attached
for B S R & Co. LLP
Chartered Accountants for and on behalf of the Board
Firm Registration No.: 101248W/W-100022
N G Subramaniam DIN: 07006215 Chairman
Sanjay Sharma Manoj Raghavan DIN: 0008458315 Managing Director
Partner Muralidharan H V Chief Financial Officer
Membership No.: 063980 G.Vaidyanathan Company Secretary
Bengaluru, April 22, 2021 Bengaluru, April 22, 2021
72 | Balance Sheet
STATEMENT OF PROFIT AND LOSS
` lakhs
Note For the year ended For the year ended
March 31, 2021 March 31, 2020
Revenue from operations 21 182,615.97 160,986.04
Other income (net) 22 3,976.52 5,841.25
Total income 186,592.49 166,827.29
EXPENSES
Cost of materials consumed 23 8,539.21 8,112.51
Changes in inventories of stock-in-trade 24 164.91 (4.97)
Employee benefits expense 25 102,452.34 95,086.76
Finance costs 593.19 556.26
Depreciation and amortisation expense 3 & 32(b) 4,438.09 4,341.34
Other expenses 26 19,218.08 23,491.35
Total expenses 135,405.82 131,583.25
Profit before tax 51,186.67 35,244.04
Tax expense
i) Current tax 14,320.00 9,513.00
ii) Deferred tax 54.48 121.03
Total tax 14,374.48 9,634.03
Net Profit for the year 36,812.19 25,610.01
Other comprehensive income/(loss)
(i) Items that will not be reclassified subsequently to profit or (loss)
- Remeasurement of the defined benefit asset / (liability) (496.44) (655.41)
(ii) Income tax relating to items that will not be reclassified 173.48 229.03
subsequently to profit or loss
Other comprehensive income / Other comprehensive loss for the (322.96) (426.38)
year, net of income tax
Total comprehensive income for the year 36,489.23 25,183.63
Earnings per equity share (`) 28
(a) Basic 59.11 41.12
(b) Diluted 59.11 41.12
See accompanying notes to the Ind AS financial statements 1 - 41
B. OTHER EQUITY
` lakhs
Reserves and Surplus Items of other Total
comprehensive income
General Retained Remeasurement of the
reserve earnings defined benefit plans
As at April 1, 2019 7,596.00 80,928.40 (476.77) 88,047.63
Transition impact of Ind AS 116 (Refer note 2.6) - (319.90) - (319.90)
Profit for the year - 25,610.01 - 25,610.01
Other comprehensive income (net of tax) - - (426.38) (426.38)
Total 7,596.00 106,218.51 (903.15) 112,911.36
Dividend and dividend distribution tax thereon paid - (10,135.47) - (10,135.47)
Transfer of profits of the year to general reserve 1,000.00 (1,000.00) - -
As at March 31, 2020 8,596.00 95,083.04 (903.15) 102,775.89
As at April 1, 2020 8,596.00 95,083.04 (903.15) 102,775.89
Profit for the period - 36,812.19 - 36,812.19
Other comprehensive income (net of tax) - - (322.96) (322.96)
Total 8,596.00 131,895.23 (1,226.11) 139,265.12
Dividend paid - (10,275.61) - (10,275.61)
Transfer of profits of the year to general reserve 1,000.00 (1,000.00) - -
As at March 31, 2021 9,596.00 120,619.62 (1,226.11) 128,989.51
See accompanying notes to the Ind AS financial statements 1 - 41
` lakhs
For the year ended For the year ended
March 31, 2021 March 31, 2020
C. Cash flows from financing activities
Payment of lease liability (2,370.57) (2,235.80)
Dividend including dividend tax paid (10,275.61) (10,135.47)
Net Cash used in financing activities - ( C) (12,646.18) (12,371.27)
Net (decrease) / increase in cash and cash equivalents (A+B+C) (12,680.87) 17,103.49
Cash and cash equivalents as at beginning of the year 22,842.45 5,371.04
Effects of exchange rate changes on the balances of cash and cash (119.85) 367.92
equivalents held in foreign currencies
Cash and cash equivalents as at end of the year (Refer note 12) 10,041.73 22,842.45
See accompanying notes to the Ind AS financial statements 1 - 41
The Company’s major tax jurisdictions are India, • In respect of other fixed-price contracts, revenue
United Kingdom (UK) and the United States of is recognised using percentage-of-completion
America (USA). The Company also files tax returns method (‘POC method’) of accounting with
in other foreign jurisdictions. Significant judgment contract cost incurred determining the degree of
is involved in determining the provision for income completion of the performance obligation. The
taxes, including the amount expected to be paid or contract cost used in computing the revenues
recovered in connection with uncertain tax positions. include cost of fulfilling warranty obligations.
The Company reviews the carrying amount of • Revenue from the sale of distinct internally
deferred tax assets at the end of each reporting developed software and manufactured systems
period. The policy for the same has been explained and third party software is recognised upfront
under Note 2.9. at the point in time when the system / software
is delivered to the customer. In cases where
Provisions and contingent liabilities implementation and / or customisation services
A provision is recognized when the Company has rendered significantly modifies or customises
a present obligation as a result of past event and the software, these services and software
it is probable that an outflow of resources will be are accounted for as a single performance
required to settle the obligation, in respect of obligation and revenue is recognised over time
which a reliable estimate can be made. Provisions on a POC method.
(excluding retirement benefits and compensated • Revenue from the sale of distinct third party
absences) are not discounted to its present value hardware is recognised at the point in time
and are determined based on best estimate required
when control is transferred to the customer.
to settle the obligation at the balance sheet date.
These are reviewed at each balance sheet date • The solutions offered by the Company may
and adjusted to reflect the current best estimates. include supply of third-party equipment or
Contingent liabilities are not recognized in the software. In such cases, revenue for supply of
financial statements. A contingent asset is neither such third party products are recorded at gross
recognized nor disclosed in the financial statements. or net basis depending on whether the Company
(Refer Note 33) is acting as the principal or as an agent of the
Financial liabilities are classified as measured at The cost includes purchase price net of any trade
amortised cost or FVTPL. A financial liability is discounts and rebates, any import duties and other
classified as at FVTPL if it is classified as held for taxes (other than those subsequently recoverable
trading, or it is a derivative or it is designated as from the tax authorities), any directly attributable
such on initial recognition. Financial liabilities at expenditure on making the asset ready for its
FVTPL are measured at fair value and net gains intended use, other incidental expenses and interest
and losses, including any interest expense, are on borrowings attributable to acquisition of qualifying
recognised in profit or loss. Other financial liabilities fixed assets up to the date the asset is ready for its
are subsequently measured at amortised cost using intended use. Subsequent expenditure on fixed
the effective interest method. Interest expense and assets after its purchase / completion is capitalized
foreign exchange gains and losses are recognised in only if such expenditure results in an increase in the
profit or loss. Any gain or loss on derecognition is future benefits from such asset beyond its previously
also recognised in profit or loss. assessed standard of performance.
Derecognition Depreciation is provided for property, plant and
equipment on the straight-line basis over the
Financial assets estimated useful life from the date the assets
The Company derecognises a financial asset when are ready for intended use. The estimated useful
the contractual rights to the cash flows from the lives, residual values and depreciation method are
financial asset expire, or it transfers the rights to reviewed at the end of each reporting period, with
receive the contractual cash flows in a transaction the effect of any changes in estimate accounted for
in which substantially all of the risks and rewards of on a prospective basis.
ownership of the financial asset are transferred or
* The Management believes that the useful lives as
in which the Company neither transfers nor retains
given below best represents the period over which
substantially all of the risks and rewards of ownership
the management expects to use these assets based
and does not retain control of the financial asset.
on an internal assessment and technical evaluation
If the Company enters into transactions whereby it where necessary. Hence, the useful lives of some
transfers assets recognised on its balance sheet, but of these assets is different from the useful lives as
retains either all or substantially all of the risks and prescribed under part C of Schedule II of the Act.
` lakhs
Description of assets Land - Land - Buildings Improvements Plant and Computer Furniture Office Electrical Air Vehicles Total
freehold leasehold to leasehold equipment equipment and equipment installations conditioners
premises fixtures
I. Gross carrying amount
Balance as at April 1, 2020 929.90 49.96 3,920.62 850.73 156.78 6,807.32 963.51 1,417.92 640.41 434.06 27.98 16,199.19
Additions - - - 632.60 - 1,389.86 138.51 67.77 27.65 153.61 - 2,410.00
Less: Disposals/Deletions - - - 0.43 - 8.11 0.96 2.85 1.66 6.50 - 20.51
Balance as at March 31, 2021 929.90 49.96 3,920.62 1,482.90 156.78 8,189.07 1,101.06 1,482.84 666.40 581.17 27.98 18,588.68
II. Accumulated depreciation
Balance as at April 1, 2020 - 13.60 623.09 556.91 61.63 4,707.38 491.93 911.50 313.52 277.77 12.61 7,969.94
Add: Depreciation expense for - 3.41 158.04 236.34 27.46 1,052.75 157.31 201.93 111.56 83.99 3.82 2,036.61
the year
Less: Eliminated on disposal of - - - 0.37 - 7.44 0.71 2.69 0.75 6.50 - 18.46
assets
Balance as at March 31, 2021 - 17.01 781.13 792.88 89.09 5,752.69 648.53 1,110.74 424.33 355.26 16.43 9,988.09
III. Net carrying amount (I-II) 929.90 32.95 3,139.49 690.02 67.69 2,436.38 452.53 372.10 242.07 225.91 11.55 8,600.59
` lakhs
Description of assets Land - Land - Buildings Improvements Plant and Computer Furniture Office Electrical Air Vehicles Total
freehold leasehold to leasehold equipment equipment and equipment installations conditioners
premises fixtures
I. Gross carrying amount
Balance as at April 1, 2019 929.90 49.96 3,906.31 751.49 156.77 5,897.72 776.70 1,311.75 448.55 407.76 74.24 14,711.15
Additions - - 14.31 121.29 0.01 915.57 186.97 108.56 191.86 26.45 - 1,565.02
Less: Disposals/Deletions - - - 22.05 - 5.97 0.16 2.39 - 0.15 46.26 76.98
Balance as at March 31st, 2020 929.90 49.96 3,920.62 850.73 156.78 6,807.32 963.51 1,417.92 640.41 434.06 27.98 16,199.19
II. Accumulated depreciation
Balance as at April 1, 2019 - 10.20 465.02 327.19 34.15 3,719.51 344.85 642.49 213.90 199.32 29.59 5,986.22
Add: Depreciation expense for - 3.40 158.07 251.77 27.48 991.34 147.24 271.12 99.62 78.58 13.09 2,041.71
the year
Less: Eliminated on disposal of - - - 22.05 - 3.47 0.16 2.11 - 0.13 30.07 57.99
assets
Balance as at March 31st, 2020 - 13.60 623.09 556.91 61.63 4,707.38 491.93 911.50 313.52 277.77 12.61 7,969.94
III. Net carrying amount (I-II) 929.90 36.36 3,297.53 293.82 95.15 2,099.94 471.58 506.42 326.89 156.29 15.37 8,229.25
NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS
` lakhs
Description of assets Computer software Total
I. Gross carrying amount
Balance as at April 1, 2019 3,095.09 3,095.09
Additions 367.95 367.95
Less: Disposals/Deletions (0.27) (0.27)
Balance as at March 31st, 2020 3,462.77 3,462.77
II. Accumulated amortisation
Balance as at April 1, 2019 1,701.30 1,701.30
Add: Amortisation expense for the year 468.05 468.05
Less: Eliminated on disposal of assets (0.07) (0.07)
Balance as at March 31st, 2020 2,169.28 2,169.28
III. Net carrying amount (I-II) 1,293.49 1,293.49
5 LOANS RECEIVABLE
Unsecured, considered good
Current
Loans to employees 90.51 89.37
90.51 89.37
6 LOANS RECEIVABLE
(i) Non-current
(a) Security deposits
Considered good 2,039.96 1,682.70
Considered doubtful 15.98 15.98
2,055.94 1,698.68
Less: provision for doubtful deposits 15.98 15.98
2,039.96 1,682.70
(b) Other financial assets
Fixed deposits with original maturity greater than 12 months 10,200.00 -
10,200.00 -
(ii) Current
(a) Other financial assets
- Fair value of foreign exchange derivative contracts 98.66 90.34
- Interest receivable 1,049.97 747.93
- Unbilled receivables 6,131.59 7,602.22
- Security deposits 86.33 0.21
7,366.55 8,440.70
` lakhs
As at As at
March 31, 2021 March 31, 2020
9 TAX ASSETS (NET)
(i) Non-current
- Tax deducted at source/advance tax paid (net of provision) 1,395.19 1,079.83
1,395.19 1,079.83
10 INVENTORIES
(At lower of cost or net realisable value)
Components and spares - for trading 6.29 171.20
6.29 171.20
11 TRADE RECEIVABLES
Current
Unsecured
(a) Considered good 40,225.83 39,238.07
(b) Considered doubtful 157.80 498.98
40,383.63 39,737.05
Less: Provision for impairment 157.80 498.98
40,225.83 39,238.07
Above balances of trade receivables include balances with related parties (Refer note 31)
12 CASH AND CASH EQUIVALENTS
Cash on hand 0.30 0.44
Funds-in-transit 124.94 946.27
Balances with banks
i) in current accounts 9,916.49 17,885.83
ii) Fixed deposits with original maturity less than 3 months - 4,009.91
10,041.73 22,842.45
` lakhs
As at As at
March 31, 2021 March 31, 2020
14 SHARE CAPITAL
Authorised :
70,000,000 equity shares of ` 10/- each
(March 31, 2020: 70,000,000 equity shares of ` 10/- each) 7,000.00 7,000.00
Issued :
62,303,840 equity shares of ` 10/- each
(March 31, 2020: 62,303,840 equity shares of ` 10/- each) 6,230.38 6,230.38
Subscribed and fully paid up :
62,276,440 equity shares of ` 10/-each
(March 31, 2020: 62,276,440 equity shares of ` 10/-each) 6,227.64 6,227.64
6,227.64 6,227.64
Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
Particulars As at March 31, 2021 As at March 31, 2020
Number of Amount in Number of Amount in
shares ` lakhs shares ` lakhs
Equity shares with voting rights
Opening balance 62,276,440 6,227.64 62,276,440 6,227.64
Closing balance 62,276,440 6,227.64 62,276,440 6,227.64
` lakhs
As at As at
March 31, 2021 March 31, 2020
16 PROVISIONS
(i) Non-current
(a) Provision for employee benefits
- Provision for compensated absences 1,544.00 1,379.33
- Gratuity - 44.65
- Pension 2,416.00 2,232.00
3,960.00 3,655.98
(ii) Current
(a) Provision for employee benefits
- Provision for compensated absences 1,150.06 903.62
(b) Other provisions
- Provision for warranty 108.63 102.80
1,258.69 1,006.42
` lakhs
As at As at
March 31, 2021 March 31, 2020
17 TRADE PAYABLES
Current
-Acceptances - 42.76
-Other than acceptances
Trade payables - Micro, small and medium enterprises - -
Trade payables - Other than micro, small and medium enterprises 5,613.07 4,670.44
5,613.07 4,713.20
Above balances of trade payables include balances with related parties (Refer note 31)
18 OTHER FINANCIAL LIABILITIES
Current
a) Employee related liabilities 4,598.69 3,705.56
b) Payables on purchase of fixed assets 81.06 5.59
c) Security deposit accepted 0.20 0.20
d) Unclaimed dividend 679.85 579.65
e) Fair value of foreign exchange derivative contracts - 378.41
5,359.80 4,669.41
19 TAX LIABILITIES
Current
- Provision for taxation (net of advance tax) 4,634.21 2,372.68
4,634.21 2,372.68
20 OTHER LIABILITIES
Current
a) Advance from customers 2,276.99 1,204.01
b) Contract liabilities 2,744.83 2,958.62
c) Statutory and other liabilities 3,283.53 3,487.24
8,305.35 7,649.87
A. The reconciliation of income tax expense at statutory income tax rate to income tax charged to statement of profit
and loss is as follows:
` lakhs
Year ended Year ended
March 31, 2021 March 31, 2020
Profit before tax 51,186.67 35,244.04
Expected income tax expense calculated at 34.944% (PY 34.944%) 17,886.67 12,315.68
Effect of expenses that are not deductible in determining taxable profit and 406.42 494.10
foreign tax credit
Effect of concessions (3,918.61) (3,175.75)
Income tax expense recognised in profit or loss 14,374.48 9,634.03
The tax rate used for 2020-21 reconciliation above is the corporate tax rate of 34.944% (PY 34.944%) payable by
corporate entities in India on taxable profits under Indian tax law.
The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These
tax holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ
scheme, the units which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of
profits or gains derived from export of services for the first five years, 50% of such profit or gains for a further period of
five years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions.
Pune unit 1, Thiruvananthapuram, Chennai unit and Pune Unit 2, will be eligible for deductions of 100% of profits or gains
derived from export of services for the first five years, 50% of such profit or gains for a further period of five years and
50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions.
B. Significant components of net deferred tax assets and liabilities for the years ended March 31, 2021 and March 31,
2020 are as follows:
` lakhs
Particulars As at Recognised in Recognised As at
1 April 2020 statement of in Other 31 March 2021
profit and loss comprehensive
Income
Deferred tax assets:
Provision for doubtful trade receivables/ 179.94 81.68 - 261.62
Claims receivable
Employee Benefits 691.42 (154.22) 173.48 710.68
Lease liabilities (Net right of use assets) 237.54 48.03 - 285.57
Deferred tax liabilities:
Property, Plant and equipments (232.07) (29.97) - (262.04)
876.83 (54.48) 173.48 995.83
` lakhs
Particulars Derivative Amortised cost Total carrying value
instruments not in
hedging relationship
Assets:
Trade receivables - 40,225.83 40,225.83
Cash and cash equivalents - 10,041.73 10,041.73
Other bank balances - 75,920.25 75,920.25
Loans - 90.51 90.51
Unbilled revenue - 6,131.59 6,131.59
Other financial assets 98.66 13,376.26 13,474.92
(Including Loans receivable)
Total 98.66 1,45,786.17 1,45,884.83
Liabilities:
Lease liabilities - 7,320.99 7,320.99
Trade payables - 5,613.07 5,613.07
Other financial liabilities - 5,359.80 5,359.80
Total - 18,293.86 18,293.86
The carrying value of financial instruments by categories as of March 31, 2020 is as follows:
` lakhs
Particulars Derivative Amortised cost Total carrying value
instruments not in
hedging relationship
Assets:
Trade receivables - 39,238.07 39,238.07
Cash and cash equivalents - 22,842.45 22,842.45
Other bank balances - 43,580.02 43,580.02
Loans to employees - 89.37 89.37
Unbilled revenue - 7,602.22 7,602.22
Other financial assets 90.34 2,430.84 2,521.18
(Including Loans receivable)
Total 90.34 1,15,782.97 1,15,873.31
Liabilities:
Lease liabilities 5,827.05 5,827.05
Trade payables - 4,713.20 4,713.20
Other financial liabilities 378.41 4,291.00 4,669.41
Total 378.41 14,831.25 15,209.66
` lakhs
As at March 31, 2020 Level 1 Level 2 Level 3 Total
Financial assets/liabilities:
Derivative financial assets 90.34 90.34
Derivative financial liabilities 378.41 378.41
(c) Financial risk management
The Company is exposed primarily to fluctuations in credit, liquidity and market risks, which may adversely impact the
fair value of its financial instruments. The Company has a risk management policy which covers risks associated with
the financial assets and financial liabilities. The risk management policy is approved by the Board of Directors. The
focus of risk management committee is to assess the unpredictability of the financial environment and to mitigate
potential adverse effects on the financial performance of the Company.
(d) Interest rate risk
The Company’s investments are primarily in fixed rate interest bearing fixed deposits with banks. Hence the Company
is not significantly exposed to interest rate risk
(e) Credit risk:
Credit risk is the risk of financial loss arising from counter party failure to repay or service debt according to
the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analyzing credit limits
and creditworthiness of customers on a continuous basis to whom the credit has been granted after necessary
approvals for credit.
` lakhs
March 31, 2020 USD GBP EUR Others* Total
Total financial assets 18,102.12 13,553.95 12,026.61 5,436.86 49,119.55
Total Financial liabilities 2,631.03 480.01 401.60 153.55 3,666.19
10% appreciation/depreciation of the respective foreign currencies with respect to functional currency of the
company would result in decrease/ increase in the company’s profit before tax by approximately ` 4,341.50 lakhs
for the year ended March 31, 2021 and ` 4,545.34 lakhs for the year ended March 31, 2020 respectively.
*Others include AED, CAD, JPY, KRW, MYR, SGD, ZAR, CNY, etc.
The Company use various derivative financial instruments governed by policies approved by the board of
directors such as foreign exchange forward and option contracts to manage and mitigate its exposure to foreign
exchange rates. The counter party is generally a bank. The Company can enter into contracts for period up to one
year.
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts
outstanding:
March 31, 2021
Foreign Currency No of contracts Notional amount of MTM Values (` lakhs)
contracts (Currency
value in lakhs)
US Dollar 4 166.00 36.03
Sterling Pound 4 51.00 9.68
Euro 4 45.00 52.95
The transactions during the year ended March 31, 2020 and balances outstanding as at March 31, 2020
` lakhs
Particulars Company Key Relative Key Group Other Total
with Managerial Managerial Entities related
significant Personnel Personnel parties
influence
Revenue from operations - - - 220.85 - 220.85
Dividend paid 3,549.86 - - 193.72 - 3,743.58
Purchase of goods, services 1.26 - - 769.16 - 770.42
(including reimbursement)
Receiving of services - Brand 402.47 - - - - 402.47
fee and other services
Remuneration and commission - 672.46 35.26 - - 707.72
(refer note-1 below)
Commission and sitting fee - 322.05 - - - 322.05
Contribution to employees' - - - - 4,389.47 4389.47
post employment plan
Balances outstanding at the
end of the year:
Trade receivable - - - 45.00 - 45.00
Trade payable 402.27 - - 32.05 - 434.32
Other payables - 450.00 - - 338.24 788.24
Note-1: The remuneration of directors and key executives is determined by the remuneration committee having regard to
the performance of individuals and market trends. The above figures do not include provisions for compensated absences
leave, gratuity and premium paid for group health insurance as separate actuarial valuation / premium paid are not available.
Note-2: All transactions with these related parties are priced on an arm’s length basis.
The following table discloses the movement in contract assets during the year ended March 31, 2021:
As at
March 31, 2021
Balance at the beginning 1,351.91
Add: Revenue recognized during the year 16,676.10
Less: Invoiced during the year (15,453.90)
Add: Translation gain 5.77
Balance at the end 2,579.88
The following table discloses the movement in contract liabilities revenue balances during the year ended March 31,
2021:
As at
March 31, 2021
Balance at the beginning 2,958.62
Less: Revenue recognized during the year (25,075.04)
Add: Invoiced during the year 24,846.77
Add: Translation gain 14.48
Balance at the end 2,744.83
Particulars As at As at
March 31, 2021 March 31, 2020
` lakhs ` lakhs
(i) Principal amount remaining unpaid to any supplier as at the end of the - -
accounting year
(ii) Interest due thereon remaining unpaid to any supplier as at the end of the - -
accounting year
(iii) The amount of interest paid along with the amounts of the payment made to 1,853.30 1,682.14
the supplier beyond the appointed day
(iv) The amount of interest due and payable for the year
(v) The amount of interest accrued and remaining unpaid at the end of the - -
accounting year
(vi) The amount of further interest due and payable even in the succeeding year, - -
until such date when the interest dues as above are actually paid
Name of the Company No shares allotted /transferred Face value of shares (`)
Big V Telecom Private Limited 22,250 10
Sismatik Solutions Private Limited 1,000 10
Street Smart Mobile Technologies Private Limited 2,000 10
Considering probability of successful outcome of such development and the ability of these entities to commercialise the
product being developed, as a matter of prudence the company has recorded these investments at ` 1/-.
39. The sitting fee and commission for non-executive directors is ` 409.15 lakhs and ` 322.05 lakhs for the financial year
2020-21 and 2019-20 respectively.
Actuarial assumptions for pension liability For the year ended For the year ended
March 31, 2021 March 31, 2020
Discount rate 6.44% 6.82%
Pension escalation 3.00% 3.00%
41. Dividends
During the year ended March 31, 2021, the Company paid total dividends at ` 16.50 per equity share for the year ended
March 31, 2020.
Dividends declared by the Company are based on the profit available for distribution. Distribution of dividend out of
General Reserve and Retained earnings.
Subsequent event note
On April 22, 2021, the Board of Directors of the Company have proposed a dividend of ` 24.00 and special dividend of
` 24.00 per share in respect of the year ended March 31, 2021 subject to the approval of shareholders at the Annual
General Meeting.
NOTES