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Zensar Technologies Ltd.

BSE: 504067 Sector: IT
NSE: ZENSARTECH ISIN Code: INE520A01027
BSE 00:00 | 24 Apr 2020 Zensar Technologies Ltd
NSE 05:30 | 01 Jan 1970 Zensar Technologies Ltd

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OPEN 91.50
PREVIOUS CLOSE 92.20
VOLUME 4696
52-Week high 271.30
52-Week low 63.70
P/E 8.42
Mkt Cap.(Rs cr) 2,050
Buy Price 90.00
Buy Qty 13.00
Sell Price 91.20
Sell Qty 1.00
OPEN 91.50
CLOSE 92.20
VOLUME 4696
52-Week high 271.30
52-Week low 63.70
P/E 8.42
Mkt Cap.(Rs cr) 2,050
Buy Price 90.00
Buy Qty 13.00
Sell Price 91.20
Sell Qty 1.00

Zensar Technologies Ltd. (ZENSARTECH) - Director Report


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Company director report

Dear Members

Your Directors are pleased to present 56th Annual Report together with theAudited Financial Statements for the Financial Year ended March 31 2019.

FINANCIAL SUMMARY:
(INR In Lakhs)

Standalone

Consolidated

Particulars
FY 2018-19 FY 2017-18 FY 2018-19 FY 2017-18
Income from operations 137008 128581 396633 310774
Miscellaneous Income 8499 6275 9268 7439
Total Income 145507 134856 405901 318213
Profit Before Taxation 33351 25678 44538 35157
Profit After Taxation 25800 19258 31865 24649
Proposed Dividend 4053 3149 4053 3149
Transfer to General Reserves 12000 10000 12000 10000

Standalone and Consolidated Financial Statements of your Company alongwith itssubsidiaries are prepared in accordance with the relevant Accounting Standards issued bythe Institute of Chartered Accountants of India which forms part of this Annual Report.

In the preparation of financial statements no treatment different from that prescribedin Indian Accounting Standards (Ind AS) has been followed.

On standalone basis during FY 2018-19 the Company recorded total income of INR145507 Lakhs comprising income from software development and allied services of INR137008 Lakhs and other income of INR 8499 Lakhs. The Company recorded a net profit ofINR 25800 Lakhs reflecting an increase of about 34% as compared to previous year.

On consolidated basis the Company has maintained growth with Total income of INR405901 Lakhs comprising income from Software Development and Allied Services of INR396633 Lakhs and other income of INR 9268 Lakhs. The Consolidated net profit was INR31865 Lakhs reflecting increase of about 29.3% as compared to previous year.

The Company is not required to maintain cost records as specified by the CentralGovernment under section 148 of the Companies Act 2013.

SUBSIDIARY COMPANIES

Your Company along with subsidiaries provides digital solutions and technology servicesglobally.

As of March 31 2019 the Company has 23 Subsidiaries as per the list set out inExtract of Annual Return which forms part of this Report and is also available onwww.zensar.com.

The highlights of performance of subsidiaries and their contribution to the overallperformance of the Company is included in Form AOC – 1 forming part of Consolidatedfinancial statements' section in this Annual Report in accordance with the provisions inter-aliaof Section 129 read with Rule 5 of the Companies (Accounts) Rules 2014.

Policy for determining material subsidiaries framed by the

Company as per the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") was revised during theyear under review in line with the amended Listing Regulations. The same is available onthe website of the Company at https://www.zensar.com/sites/default/files/investor/policies-reports-fillings/Policy%20for%20determining%20material%20subsidiaries%20%281%29.pdf` During the year under reviewfollowing definitive agreements were entered:

• In July 2018 Zensar Technologies Inc.USA wholly owned subsidiary of theCompany entered into definitive agreement(s) for the acquisition of 100% shareholding ofIndigo Slate Inc USA ("Indigo Slate").

In January 2019 the Company entered in to definitive agreement(s) for transfer ofbusiness of its identified customers headquartered in India by way of slump sale toLorhan IT Services Private Limited (a wholly owned subsidiary of First Tek Inc.).

• In January 2019 Company along with Zensar Information Technologies Limited andZensar Software Technologies Limited (wholly owned subsidiaries of the Company)respectively entered in to definitive agreement(s) for sale of 100% of the share capitalof these Wholly owned subsidiaries to Lorhan IT Services Private Limited. (a wholly ownedsubsidiary of First Tek Inc.)

The requisite Stock exchange disclosures were filed.

BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS

The information on Company's affairs and related aspects is provided under ManagementDiscussion and Analysis report which has been prepared inter-alia in compliancewith Regulation 34 of Listing Regulations and forms part of this report.

DIVIDEND

Based on profit in the first three quarters of FY 2018-19 and continuing Company'stradition of rewarding the members an Interim dividend of INR 1/- per share aggregatingto about INR 2252 Lakhs was paid in the month of February 2019.

Further the Board recommends a final dividend of INR 1.80/- per equity share of facevalue of INR 2/- each (90%) on the paid-up equity share capital of the Company for theyear under review. The total pay-out will amount to about INR 4053 Lakhs excludingdividend distribution tax.

Pursuant to Regulation 43A of Listing Regulations your Company has formulated aDividend Distribution policy which is available on website of the Company at https://www.zensar.com/sites/default/files/investor/policies-reports-fillings/dividend_destribution_policy.pdf

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of INR 12000 Lakhs to General Reserve asrecommended by the Audit Committee.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 and Section 125 of Companies Act 2013 and IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 during the year under review theCompany has transferred the following dividend and corresponding shares to IEPF uponcompletion of period of seven years:

Date of Declaration Type of Dividend Amount of Dividend transferred No. of shares transferred
(in INR)
July 20 2011 Final 1031058.00 64240
January 24 2012 Interim 958578.00 40280

SUB-DIVISION OF SHARES

During the year under review the Board of Directors at its meeting dated April 242018 approved sub-division of the equity shares of INR 10/- each in the Authorised EquityShare Capital of the Company into 5 (Five) equity shares having a face value of INR 2/-each.

The Members approved the proposal of sub-division at Annual General Meeting of theCompany held on August 8

2018. Subsequently the Board of Directors fixed September

10 2018 as the record date for this purpose.

Accordingly the shareholding of the entitled Members in the Company as on the saidrecord date was adjusted in the ratio of 5:1 to give effect of the Sub-division.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of Companies Act 2013 and related rules the Extract of AnnualReturn in Form MGT-9 forms part of this Report as Annexure A.

NUMBER OF MEETINGS OF THE BOARD

During the year under review 7 (Seven) meetings of the Board of Directors were helddetails of which are set out in the Corporate Governance Report which forms part of thisreport.

BOARD COMMITTEES

Detailed composition of the following permanent Committees of the Board of Directorsnumber of meetings held during the year under review and other related details are setout in the Corporate Governance Report which forms part of this report:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Stakeholders Relationship Committee

5. Banking Committee

There had been no instances during FY 2018-19 where the

Board had not accepted any recommendation of any of the Committees of the Board.

Further pursuant to Regulation 21 of Listing Regulations the

Board of Directors at its meeting held on January 21 2019 constituted Risk ManagementCommittee with effect from April 1 2019.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT2013

The Directors confirm that: a) in the preparation of the annual accounts for theFinancial Year ended March 31 2019 the applicable accounting standards had been followedand there were no material departures; b) the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the Financial Year as at March

31 2019 and of the profit and loss of the Company for that period; c) the directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the directors had preparedthe annual accounts on a going concern basis; e) the directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively. f) the directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS

The Company has received Certificate of Independence from the Independent Directors inter-alia pursuant to Section 149 of the Companies Act 2013 and under ListingRegulations confirming and certifying that they have complied with all the requirements ofbeing an Independent Director of the Company as on the date. The said Certificate(s) weretaken on record by the Board at its Meeting held on April 30 2019 after requisite dueassessment.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS AND DISCLOSURES ABOUTREMUNERATION OF DIRECTORS

All pecuniary relationship or transactions of the non-executive

Directors vis--vis the Company along with criteria for such payments and disclosureson the remuneration of the Directors along with their shareholding are disclosed inCorporate Governance Report which forms part of this Report and/or available on thewebsite of the Company pursuant to relevant regulations.

NOMINATION & REMUNERATION POLICY

The Company has nomination and remuneration policy (Policy) on nomination andremuneration of Directors Key Managerial Personnel ("KMP") Senior ManagementPersonnel (SMP) and other employees in terms of provisions of the Companies Act 2013 andListing Regulations as amended from time to time.

The salient features of the Policy are:

1. appointment and remuneration of Directors KMP and SMP.

2. determination of qualifications positive attributes and independence forappointment of a Director (Executive/ Non-Executive/Independent) and recommendation to theBoard matters relating to the remuneration for the

Directors KMP and SMP.

3. formulating the criteria for performance evaluation of all Directors.

4. Board Diversity

Further during the year under review Company amended the Policy pursuant to theamended Listing Regulations.The said Policy is available on the website of Company athttps://www. zensar.com/sites/default/files/investor/policies-reports-fillings/NRC%20policy%20%281%29.pdf

SECRETARIAL STANDARDS

Your Company complies with the applicable Secretarial Standards.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of Loans Guarantees or Investments given pursuant to Section 186 are asunder:

Particulars Amount (INR in Lakhs)
Loan Please refer Note No. 6(d) and 36 of Notes to Accounts
Guarantee Please refer Note No. 6(d) and 36 of Notes to Accounts
Investment Please refer Note No. 6(a) of Notes to Accounts

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the Financial Year wereon arm's length basis and in the ordinary course of business.

The requisite approval of the Audit Committee is obtained on periodic basis for thetransactions which are repetitive in nature or otherwise. The actual transactions enteredinto pursuant to the approval so granted are placed periodically before the AuditCommittee.

During FY 2018-19 no materially significant related party transactions were enteredinto by the Company that may have potential conflict with the interests of Company atlarge.

The Policy on related party transactions formulated by the Company was revised duringthe FY 2018-19 in line with the amended Listing Regulations.

The Policy is available on the website of the Company athttps://www.zensar.com/sites/default/files/investor/policies-reports-fillings/Policy%20on%20RPT%20%281%29.PDF

PARTICULARS OF MATERIAL TRANSACTIONS CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

The Company has not entered in to any material transaction with related parties duringthe year under review which requires reporting in Form AOC-2 in terms of Companies Act2013 read with Companies (Accounts) Rules 2014. However the requisite disclosures underIND AS forms part of the Notes to Accounts.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial year on March 31 2019 towhich the financial statements relate and the date of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions relating to disclosure of details regarding energy consumption bothtotal and per unit of production are not applicable as the Company is engaged in theservices sector and provides IT and IT related services.

Particulars prescribed under Section 134(3)(m) of The Companies Act 2013 read withthe Companies (Accounts) Rules 2014 in respect of technology absorption are set out in

Annexure B to this report.

Particulars regarding Foreign Exchange earnings and outgo as on March 31 2019 are:

(INR in Lakhs)

Particulars FY 2018-19 FY 2017-18
Foreign Exchange Earnings 130633 121736
Foreign Exchange Outgo 3893 11588

Particulars regarding R & D expenditure during the year are given in Note No. 5 ofNotes to Accounts.

RISK MANAGEMENT

A detailed report on Risk Management is included in Management Discussion and Analysiswhich forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities at the Company were undertaken primarily through RPG Foundationwhich in turn is committed to undertaking CSR activities across all group companies ofRPG except the Employee Skill Development program.

The Company is proud to say that over 13% of associates volunteered to give their timeand energy aligning with the CSR programs.

Few of the highlights in the areas of Community Development Education DigitalLiteracy Employability Enhancement and Environment sustenance are:

Community Development: This year saw the expansion of interventions.About 51799 people have been checked across Pune Hyderabad and Bangalore underNetranjali - a free eye check-up program that not only checks eyesight and provides freespectacles to people in communities but also educates them about precautions to befollowed to prevent eye diseases and disorders. 70 women across Pune and 48 across

Bangalore benefitted from "Swayam" - a two-wheeler driving course for women.A bed-side nursing program called "Sanjeevani" and an Entrepreneurship programwere also introduced in Pune to increase employment opportunities for women and youth.Under Sanjeevani

265 women benefitted and 118 have been placed till date in hospitals such as MedipointKothari Sahyadri and in critical care centers across Pune and Hyderabad. 12 people havesuccessfully started their businesses through the entrepreneurship program. In additionlivelihood generation programs in the areas of Fashion Designing AC Refrigerator andmobile repairing Beautician etc. were undertaken for the benefit of underprivilegedcommunities in Pune &

Hyderabad.

Education: This year was a year of expansion wherein Library ITLiteracy and Udaan English proficiency were introduced in three new government schools.

Pehlay Akshar teachers training program benefitted about 117 teachers across Nagar RoadWard through 3 trainings and more than 20 ‘Saathi sessions' every week (coachingsession). The Company reached out to about 4750 students in this year. The Udaan

English proficiency program and IT literacy continued in Hyderabad reaching out toaround 900 students.

National Digital Literacy Mission (NDLM) centers and buses: In FY2018-19 the digital literacy program aids the National Digital Literacy Mission whereinat least one person from every household in India should be digitally literate by theyear 2020. The Company reached out to about 300 households in Pune of which about 360people have become digitally literate. On the other hand two digital literacy centerswere opened during the year in Hyderabad and Bangalore aimed at training 2000 people.

The Employability Skills Development program: Under this programaround 1776 students from Tier-3 and Tier-4 engineering colleges received more than 220hours of employability related free trainings in technical digital and businesscommunication skills. These trainings were conducted by corporate trainers as per the needof IT industry. After completion of the training around 70% of students received joboffers from various companies.

Environment Sustenance:

The 2-acre Biodiversity Park which was developed in

September 2012 in partnership with the Pune municipal corporation is being maintainedactively. The park continues to attract on an average of 300 visitors daily.

More than 10 Biodiversity and Sustainability sessions were conducted through the yearto create focused outreach for the Park. A total of about 221 floral and 48 faunal specieswere recorded in the Park. Introduction of more native species of plants was a focus thisyear and community participation was welcomed for the same. 4 water huts were installedin 4 Government schools to provide clean drinking water to children in Hyderabad.

A detailed report on CSR activities along with CSR

Policy is attached to this report here as Annexure C.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directors

During the year under review following change(s) occurred in the Board of Directors ofthe Company:-

i) Appointment

Mr. Anant Goenka was appointed as an Additional Director by the Board at its meetingheld on January 21 2019 to hold office up to the date of this Annual General Meeting ofthe Company pursuant to inter-alia Section 161 of the Companies Act 2013 andrelated rules. On recommendation of the Nomination and Remuneration Committee the Boardof Directors have proposed appointment of Mr. Anant Goenka (DIN: 02089850) as aNon-Executive Non-Independent Director liable to retire by rotation effective from thedate of this Annual General Meeting.

Further on the recommendation of the Nomination and Remuneration Committee the Boardat its meeting held onApril 30 2019 has approved change in the categorisation of Mr.Arvind Agrawal (DIN 00193566) from Non-ExecutiveNon-Independent Director liable toretire by rotation to Non-Executive Independent Director not liable to retire byrotation.

Accordingly Mr. Agrawal ceased to be Non-Executive Non-Independent Directoreffective April 30 2019. The Board in the same meeting as per the recommendation of theNomination and Remuneration Committee approved appointment of Mr. Arvind Agrawal as anAdditional Director in the capacity of Independent Director not liable to retire byrotation inter-alia pursuant to Section 149 152 of the Companies Act 2013 andRegulation 16(b) of Listing Regulations for a period of 5 years from May 1 2019 to April30 2024 subject to approval by the Members at the 56th Annual General Meeting.

Mr. Agrawal has given Certificate of Independence confirming that he fulfils thecriteria to be appointed as Independent Director prescribed under Companies Act 2013and Listing

Regulations which has been taken on record by the Board at its Meeting held on April30 2019.

Further Mr. A. T. Vaswani (DIN 00057953) and Mr. Venkatesh

Kasturirangan (DIN 00804869) hold office as Non-Executive Independent Director(s) onthe Board of the Company being their first term inter-alia pursuant to theprovisions of Section 149 of the Act read with the Companies (Appointment andQualification of Directors) Rules 2014 up to March 31 2020.

As per Section 149(10) Mr. A. T. Vaswani and Mr. Venkatesh Kasturirangan are eligiblefor second term effective from April 1 2020 till March 31 2025 as IndependentDirector(s) on the Board of the Company post expiry of the first term.

The Nomination and Remuneration Committee based on apropos business expertisequalifications and the performance evaluation of Mr. A. T. Vaswani and Mr. VenkateshKasturirangan recommended to the Board their reappointment for the second term of 5(five) consecutive years effective from April 1 2020 till March 31 2025. The Board atits meeting held on April 30 2019 has recommended the same for approval of the Members.

Further Mr. Vaswani has already completed 75 years of age whereas Mr. Kasturiranganwill be completing 75 years of age during the course of second term. Hence theirre-appointment would entail Members' approval by way of special resolution and accordinglyBoard has proposed respective resolution(s) for approval of the Members.

The Company has received requisite proposal(s) from Members of the Company in respectof appointment of directors proposed at this Annual General Meeting. The

Board of Directors accordingly recommends respective appointment(s) for approval byMembers.

ii) Resignation

Ms. Tanuja Randery (DIN-08014909) Non-Executive Independent Director tenderedresignation from the Board of the Company dated April 30 2019 effective from May 312019 due to time constraints arising out of her professional commitments. She has conveyedthat considering professional commitments she is unable to devote sufficient timerequired of an Independent Director of the Company and therefore willingly tenderedresignation effective May 31 2019. She further confirmed that there is no other materialreason for her resignation.

B. Key Managerial Personnel

During the year under review there were no change(s) in the Key Managerial Personnelof the Company.

DEPOSITS

During the year under review the Company has not accepted Deposits under Chapter V ofthe Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.

CHANGE IN THE NATURE OF THE BUSINESS

During the year under review there was no change in the nature of the businesspursuant to inter-alia Section 134 of the Companies Act 2013 and Companies(Accounts) Rules 2014.

INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis Repart which formspart of this Report.

INFORMATION PURSUANT SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

1 The ratio of the remuneration of each director to the median remuneration of the employees of the Company excluding Managing Director for the financial year. Please refer Annexure D to this Report for details.
2 The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year.
3 The percentage increase in the median remuneration of employees. The percentage increase in the median remuneration in the FY 2018-19 of employees on India Payroll was 7.7% * 6964
4 The number of permanent employees on the rolls of Company. (in India)
5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. Average percentage increase made in the salaries of the employees other than the managerial personnel in the last financial year is 6.7% for India based associates. Considering 0% increment employees average percentile increase is 46.9 percentile.
6 The key parameters for any variable component of remuneration availed by the Directors. Directors are paid commission for each Financial Year which are within the limit as approved by the Members.

The remuneration to employees of the Company is as per the remuneration policy of theCompany.

* The percentage increase in the median remuneration of employees has been calculatedafter excluding Managing Director's remuneration. Mr. Sandeep Kishore Managing Directorand CEO has not received any directors' commission during the year from the Company norany of its subsidiary(ies).

Particulars of employees pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014 are annexed with this report as Annexure E.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the Section 177(9) of the Companies Act 2013 and Regulation 22 of ListingRegulations the Company has established a Vigil mechanism/Whistle blower Policy forDirectors and employees to report their genuine concerns. The Policy provides forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Governance and Ethics. The policy is available onthe website of the Company athttps://www.zensar.com/sites/default/files/investor/policies-reports-fillings/Whistle-Blower-Policy.pdf

Further during the FY 2018-19 no personnel has been denied access to the Auditcommittee

INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

There are no relationships between the Directors inter-se except between Mr.Anant Goenka and Mr. H. V. Goenka.

Mr. Anant Goenka is son of Mr. H. V. Goenka Chairman.

FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of Listing Regulations the Company has conductedFamiliarisation programmes and/or sessions for the Independent Directors and Board as awhole during the FY 2018-19. Details of the same are available on the website of theCompany at https://www.zensar.com/sites/default/files/investor/policies-reports-fillings/FAMILIARISATION%20PROGRAMMES%20FOR%20INDEPENDENT%20DIRECTORS.PDF

FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to provisions of Section 134 of the Companies Act 2013 and Regulation 17 ofthe Listing Regulations the Nomination and Remuneration Committee has laid down criteriafor evaluating Board effectiveness by assessing performance of the Board as a wholeperformance of individual Director and permanent Committees of the Board.

Further the Nomination and Remuneration Committee has laid down structure forevaluating Board effectiveness and engaged a third-party agency to conduct Boardeffectiveness survey during the year under review. The survey findings were thenconsidered while conducting the requisite evaluations inter-alia under theprovisions of the Companies Act 2013 and Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed Management Discussion and Analysis Report is annexed to this Report asAnnexure F.

AUDITORS Statutory Auditor:

M/s. Deloitte Haskins and Sells LLP the Statutory Auditors of the Company has beenappointed to conduct the audit of the Financial statement(s) of the Company from FY2017-18 till FY 2021-22.

Pursuant to the Companies (Amendment) Act 2017 which came in to force on May 7 2018appointment of Statutory Auditors is not subject to annual ratification at the AnnualGeneral Meeting and accordingly not being placed at the 56th Annual General Meeting forapproval of Members.

Further there was no instance of fraud reported by the Statutory Auditors during theFY 2018-19 as required under Section 134 of the Companies Act 2013 and rules thereunder.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014 the Board had appointed

M/s. SVD & Associates Company Secretaries in Practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit in Form MR 3 is annexed herewithas Annexure G.

Further Pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February 08 2019 theAnnual Secretarial Compliance Report submitted by M/s SVD & Associates also formspart of the Boards' Report as Annexure H.

The said report(s) do not contain any qualification reservation or adverse remarksexcept observation with respect to gap/ delay in filing(s) as stated therein.

In this behalf your Directors state that for the inadvertent minor gap/delay infiling the Company has put in place requisite framework to focus on said compliances.

The Board has re-appointed M/s SVD & Associates to undertake the Secretarial Auditof the Company for the FY 2019-20.

Further during the FY 2018-19 and two previous financial years no penaltiesstrictures were imposed on the Company by stock exchange(s) or SEBI or any statutoryauthority on any matter related to capital markets.

Internal Auditors

The Board had appointed Ernst and Young LLP Pune as

Internal Auditors for the FY2018-19 under Section 138 of the Companies Act 2013. Theappointment of Ernst and Young LLP Pune as Internal Auditors continues for the FY2019-20.

CORPORATE GOVERNANCE

A detailed report on the same for FY 2018-19 along with the practicing CompanySecretary's certification thereof is provided in the corporate governance section of thisreport at Annexure I.

EMPLOYEES STOCK OPTION PLAN

Currently the Company has three Employees Stock Option Schemes in force namely"2002 Employees Stock Option Scheme" (2002 ESOS) "2006 Employees StockOption Scheme" (2006 ESOS) and Employee Performance Award Unit Plan 2016 (2016 EPAP)and these schemes are being implemented as per by SEBI regulations in this regard.

In FY 2018-19 24750 equity shares and 129626 equity shares were allotted under 2002ESOS and 2006 ESOS respectively. No equity shares were allotted under 2016 EPAP.

The Disclosures pursuant to SEBI (Share Based Employee Benefits) Regulations 2014 isavailable on the website of the

Company at https://www.zensar.com/investor/financials.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy inter-alia in linewith the requirements of the Sexual Harassment of Women at the Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee has been set up toredress the complaints. The following is the summary of complaints received anddisposed-off during the year under review:

Number of complaints received 2
Number of complaints disposed off 2

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations the Business

Responsibility Report under Regulation 34 (2) (f) forms part of this Report and annexedherewith as Annexure J.

ACKNOWLEDGEMENTS

The Board places on record its appreciation of the contribution of associates at alllevels customers business and technology partners vendors investors GovernmentAuthorities and all other stakeholders towards the performance of the Company during theyear under review.

For and on behalf of the Board
Place: Mumbai H.V. Goenka
Dated: April 30 2019 Chairman


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