Your directors are pleased to present the Thirty Sixth Annual Report
along with the audited accounts of your Company for the year ended March 31, 2023.
FINANCIAL RESULTS (STANDALONE)
(Rs in Million)
For the year ended March 31 |
2023 |
2022# |
Income |
437,856 |
372,079 |
Profit Before Interest, Depreciation and Tax |
58,978 |
72,383 |
Interest |
(1,808) |
(689) |
Depreciation |
(8,129) |
(7,403) |
Profit Before Tax |
49,041 |
64,291 |
Provision for Taxation |
(11,266) |
(14,058) |
Profit After Tax |
37,775 |
50,233 |
Other Comprehensive Income |
(2,480) |
1,200 |
Balance brought forward from previous year |
216,090 |
203,329 |
Profit available for appropriation |
253,917 |
253,292 |
Equity Dividends |
(46,705)1 |
(43,624)2 |
Transfer to retained earnings on account of options lapsed |
99 |
74 |
Transferred from Special Economic Zone re-investment reserve
on utilization |
7,151 |
6,348 |
Balance carried forward |
214,462 |
216,090 |
# - Figures for the previous year are restated after considering
the amalgamation of Tech Mahindra Business Services Limited and Born Commerce Private
Limited with the Company.
1 Interim Dividend (Special Dividend) for the Financial Year
ended March 31, 2023 and Final Dividend for the Financial Year ended March 31,2022
2 Interim Dividend (Special Dividend) for the Financial Year
ended March 31, 2022 and Final Dividend for the Financial Year ended March 31, 2021
DIVIDEND
The Board of Directors on November 1, 2022 approved a special interim
dividend of ` 18/- per share (i.e. 360%) on the par value of ` 5/- each which was
paid by the Company to the shareholders whose names appeared in the Register of Members as
on November 10, 2022, being the record date for the payment of dividend. Your Directors
are pleased to recommend a final dividend of ` 32/- per share on par value of
` 5/- (i.e. 640%), payable to those Shareholders whose names appear in
the Register of Members as on the Book Closure Date. Thus, the total dividend for the FY
2022-23 will be ` 50/- per share (i.e. 1000%) against the dividend of ` 45/- per share
(i.e. 900%) paid for the Financial Year 2021-22.
The Board of your Company decided not to transfer any amount to the
General Reserve for the year under review.
Your Company has formulated a Dividend Policy which is disclosed on the
website of the Company and can be accessed at https://insights.techmahindra.com/
investors/tml-dividend-distribution-policy.pdf
SHARE CAPITAL
During the year under review, your Company allotted 2,313,996 equity
shares on the exercise of stock options under various Employee Stock Option Schemes.
Consequently, the issued, subscribed and paid-up equity share capital has increased from `
4,859.17 million divided into 971,833,479 equity shares of ` 5/- each to ` 4,870.74
million divided into 974,147,475 equity shares of ` 5/- each.
ALTERATION OF CAPITAL CLAUSE' OF MEMORANDUM OF ASSOCIATION
Consequent to the merger of Tech Mahindra Business Services Limited and
Born Commerce Private Limited with the Company, the Authorised Capital of the Company
increased from ` 8,336.50 million divided into 1,667,300,000 equity shares of ` 5/- each
to ` 9,093 million divided into 1,818,600,000 equity shares of ` 5/- each.
Accordingly, the Capital Clause of the Memorandum of Associationofthe
Company was altered and substituted with the new Clause V to reflect the corresponding
changes in the Authorised Share Capital.
BUSINESS PERFORMANCE / FINANCIAL OVERVIEW
Imperative for businesses and your Company to stay relevant is the need
to be cognizant of the tectonic shifts occurring around the world. Technological
innovations, climate change and the need for inclusive growth and representation among
others is defining the way organization's function. Tech Mahindra has remained on the
forefront of all cutting-edge technological advancements and harnessed many emerging
technologies to transform customer and employee experiences. Your Company's execution
strategy is indexed to the pillars of client focus, portfolio synergy, operational rigor,
new age technology bets and people transformation.
During the Financial Year ended on March 31, 2023, the Company's
revenues grew to ` 532,902 million on a consolidated basis as against ` 446,460 million in
the previous year indicating a robust growth of 19.4%. The growth was broad based
across geographies as both Americas and Europe contributed in line with overall business
growth. The Company also saw healthy growth across business segments in Communications,
Media and Entertainment (CME) and Enterprise verticals.
The EBITDA on a consolidated basis for the Financial Year 2023 was `
80,288 million, similar to the previous year's EBITDA of ` 80,200 million. The
resultant EBITDA margins were in the range of 15.1% in FY 2023 compared to 18.1% in FY
2022. The post-tax profit of the Company was reduced to ` 48,313 million in FY 2023
as against ` 55,661 million in FY 2022.
The Company saw robust demand for digital transformation services with
a focus on customer experience and cloud. The Company has seen new deal wins close to USD
3,000 million during the year, indicating a healthy growth momentum across all business
verticals. Your Company's investments in Enterprise SaaS and Hi-tech capabilities
will help it cater to increasing modernization demands from businesses in the Financial
Year 2024 and beyond.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments which affect the
financial position of the Company that have occurred between the end of the financial year
to which the financial statements relate and the date of this report.
ACQUISITIONS
Your company made the following acquisition during the FY 2022-23.
THIRDWARE SOLUTIONS LIMITED
The Company acquired 100% of the share capital of Thirdware Solutions
Limited ("Thirdware") on June 3, 2022 at a consideration up to USD 42
million including earnouts. Thirdware is a global player in Enterprise Applications and
will enhance the Company's digital solutions and services in automotive consultant
and design, development and implementation in areas like ERP (Enterprise Resource
Planning), EPM (Enterprise Performance Management), RPA (Robotic Process Automation) and
IIoT (Industrial Internet of Things). These capabilities will give the Company an edge in
the manufacturing space.
UPDATE ON MERGER
Your directors at their meeting held on January 31, 2021
approved the Scheme of Merger of Tech Mahindra Business Services Limited (TMBSL) and Born
Commerce Private Limited (Born) with the Company with the appointed date as April 1, 2021.
Hon'ble NCLT, Mumbai bench and Hon'ble NCLT, Chennai bench
vide their order dated January 5, 2023 and January 12, 2023 respectively, approved
the scheme of merger by absorption of the TMBSL and Born with the Company and their
respective shareholders and the said Scheme has become effective on February 16, 2023.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES OF THE COMPANY
The performance and financial position of the subsidiaries, associates,
and joint venture companies included in the consolidated financial statement is provided
in accordance with the provisions of Section 129 read with Rule 5 of the Companies
(Accounts) Rules, 2014 containing the salient features of the financial statement of the
Company's subsidiaries/joint ventures or associate companies in Form AOC - 1 in "Annexure
I" to this report.
Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the
names of the companies which have been incorporated or ceased to be the subsidiaries,
joint ventures or associate companies during the year are provided in "Annexure
II" to this report. The Company is actively pursuing the initiative on the
consolidation of its subsidiaries/branches to optimize the operational costs. During the
year under review, your Company has closed/merged twenty subsidiaries.
HUMAN RESOURCES
The employees of the Company are the most critical asset to your
Company. The Company has taken several steps to protect, retain, and improve the
competencies of these assets including:
Hiring: Forecast to Ful_lment
Your Company has streamlined its talent hiring process adopting some
best-in-class practices. By building predictability in talent planning & forecasting
for new age skills, your Company has been able to fuel business growth. Your Company has
revamped its Buddy Referral programs to recruit talent from existing employee networks
while offering attractive incentives. Embracing diversity in the hiring process has
improved the global and local representation of talent within the organization. The
Company has also redesigned its Candidate Engagement process to focus on creating positive
experiences from the issuing joining offer letter to internal deployment to client
projects. With rigor in talent allocation and proactive skilling of bench talent, your
Company has been able to increase its internal fulfilment to 71% from 48% which is the
best in the industry.
Learning: Skilling on the job
With the growth in digital business, your Company has been transforming
its workforce both at speed and scale. The Company accelerated skilling initiatives to
keep up with the pace of technological developments and built a future-ready'
talent pool. #NAD Learn, the AI-based platform with interactive, on-demand, contextual and
hyper-personalised up-skilling is helping the Company develop full-stack professionals.
Your Company has supplemented this with young leadership development programs as well as
new policies to promote niche skilling and fast-track career growth. Employees can learn
and grow as a Fresher through Elevate, in customer deployments through Project Skilling,
for career progression through Future Skilling and into the leadership pipeline through
journey-based programs. The Company also offers super-specialization skilling programs
including Architect CoE, HiPOT programs at units and Program Manager CoE through EMBARK.
Some new programs that the Company has recently launched for high-potential talent
development include MALT and TrIBE.
Leadership: Integrative Thinking
The natural culture of empowerment that was supercharged during the
pandemic continues to be the mainstay in the current hybrid work environment. Your Company
aims to help employees imbibe mindsets & behaviors for the future which include a
renewed focus on Integrative Thinking, Business & Financial Acumen, Bias for Action,
Closure over Follow-up, Data over Emotions and Extreme Ownership. This was reinforced
through the adoption of an industry leading learning platform Harvard Manage Mentor
Spark aimed at imparting best-in-class training at every level in real-time. Your Company
has a robust Talent Management process for developing the leadership talent pipeline and
has adopted consistent coaching practices for managers. Apart from Coaching, the employees
have experienced new forms of learning with technology-enabled tools and pedagogies. For
example, the Wheel of Life' is a customized self-coaching tool with gamified
journeys, and personalized Habit Tracking making personal and professional well-being
goals accessible to every employee.
Performance: Feedback focused
Your Company launched the Annual Performance Feedback cycle in December
2022. In order to build a culture where performance is enabled through feedback, Managers
have been trained to have better performance review dialogues with their direct reports
and work on an outcome-based evaluation rather than process or effort measurement. Your
Company is creating a High-Performance Culture through hyper-personalized Incentive plans.
Your Company has a suite of Incentive plans that are designed to create a strong alignment
between Individual growth and Organization performance.
Wellness: Collective well-being
Your Company puts a happier, healthier and more productive workforce at
the core of its business, policies and decisions. Your Company has designed initiatives
covering eight dimensions of wellness Physical, Occupational, Emotional, Spiritual,
Social, Environmental, Financial and Intellectual. The focus on preventative care with
Corporate paid preventive health check, on-campus doctor consultations & counselling
programs, helps employees diagnose any health condition in advance. To tackle IT industry
specific issues, the Company organizes wellness sessions on Ergonomics, Healthy eating,
Lifestyle management etc. Multiple tech-enabled wellness interventions like Kick the Butt
(Smoking Cessation Program), Bend it like TechM (Guide to Ergonomics), Dump the Plump
(Weight loss challenge) etc. have helped employees create healthier habits. Through the
People Care program, managers are encouraged to show their human side and empower their
team members to pursue collective well-being.
Communication: Building purpose
A robust communication process is at the heart of the Company's
vibrant culture. Employees are kept connected and informed through multiple media. Your
Company's 360-degree communication framework ensures employees have access to connect
with leaders, peers and the external world. With publications, platforms, storytelling,
campaigns, and connects, the organizational culture is shared with all. Your Company
shares stories of diverse individuals achieving extraordinary things using structured
formats like #RiseFromWithin. Leaders in the Company share not just business updates and
success stories but personal anecdotes that reinforce the belief of a shared destiny.
Engagement: Hybrid connects
For an increasingly hybrid workplace, the Company has designed several
virtual water-cooler' moments like All Hand Meets with CXO, Prime Time,
Location Connects etc. along with family connects. Employees have platforms like MS Teams
and Cisco WebEx for collaborative yet decentralized working. Your Company also organized
on-ground engagement linked to TechM's FIDE partnership for the Chess Olympiad. TechM
CARES Action Planning workshops were also organized across different business units to
implement changes based on employee feedback. Your Company also organized more than 1,200
engagement programs globally linked to Rise Refresh.
Rise Refresh: #TogetherWeRise
For more than a decade, the Rise philosophy has inspired employees from
across the Mahindra Group to come to work and build something meaningful.
Since then, the world has changed with the rise of disruptive
technologies, changing start-up ecosystem, climate change and recently, the pandemic. This
is why, the Company has defined a new core purpose and brand pillars of Rise to simplify
and sharpen its commitments. Your Company has leveraged every possible medium to ensure
that this is communicated to all employees. From the conventional posters, communities,
blogs, leader-bytes, microsite, quizzes and signatures route to the unconventional music,
memes, WhatsApp stickers, GenZ lingo, podcast conversations and comic strips, Rise has
touched the heart of every employee.
Diversity: Respecting Individuality
Your Company believes that respecting diversity and ensuring inclusion
is fundamentally the right thing to do. It respects, embraces and celebrates the
uniqueness of every individual. This also links back to the stated objective of the
Company to be human-centered by encouraging associates to bring their most authentic
selves to work. Your Company initiated the Maternity Assistance Program (MAP) to support
employees who were on Maternity Leave in their transition back to work. The Company has
also organized several Fireside chats featuring women with STEAM (Science, Technology,
Engineering, Arts, Mathematics) roles to inspire others to grow in these fields. Through
the Restart' Program, the Company aims to help Women IT Professionals restart
their career after a break.
Recognition: Appreciation always
Your Company believes in appreciating, recognizing, and celebrating by
building a culture where good work and behavior are appreciated. The Company has designed
specialized recognition programs where rewards, tenure, performance, and contribution are
celebrated, often with the loved ones of employees. The recognition program is centered
around n = 1, that is, the individual at the heart of everything. A key part of
personalizing recognition is to bring it to the desk of every employee. This is enabled by
the KUDOS portal that offers recognition badges as well as redemption options for the
points earned. Giving employees the ability to appreciate colleagues and sustained
campaigns have led your Company to have an industry leading rewards penetration of ~74%
including monetary and non-monetary recognition. Tenure is rewarded with personalized
gifts for both the employee and their family members. Lastly, there are several
organizational level awards for outstanding achievements like the ACE, STAR, Location
Council and Spotlight awards.
HR Digitization: Experiencing technology
Your Company has revolutionized employee experience by deploying
technology at different touchpoints of their lifecycle. Your Company continued its
internal automation focus by using Robotic Process Automation for completing common
workforce actions to reduce manual work. Your Company has also integrated HR Chatbot UVO
and Technical Support Chatbot ATOM into MS Teams making it easier to perform workforce
actions like leave applications, pending approvals, ticket registrations etc. Developing
an "Attrition Prediction Model" has provided Your Company with an early warning
system predicting the employees' likelihood to quit, giving the Business HR team the
ability to stage an intervention. The Company has also explored the use of Metaverse where
three dimensional avatars interact in a virtual world to develop modules for hiring and
on-boarding. Translating these experiences to mobile devices, the Company has developed
The Wheel of Life' application as a self-coaching tool.
QUALITY
The Company continues its focus on quality and strives to exceed
customer expectations at all times. During the year, it continued to strengthen the
implementation of Quality systems and upgraded the processes/systems to comply with CMMI V
2.0 for both Development and Services and currently assessed for maturity level 5.
Similarly it underwent various upgrade and re-certification audits for multiple standards
during the year in order to meet client demands and enhance value delivery
successfully re-certified, ISO 9001:2015 (Quality Management System), ISO 20000-1:2018
(Information Technology Service Management System), ISO 27001:2013 (Information Security
Management System), ISO 27701:2019 (Privacy Information Management System), TL9000 R 6.2/
R5.7 (Quality Management Systems for Tele Communications industry), ISO 13485:2016
(Quality Management Systems for medical devices scope of certification limited to
medical devices business within Tech Mahindra), AS9100 Rev D (Standard for Aerospace
domain scope of certification limited to the aerospace business within Tech
Mahindra), ISO 17025:2017 Laboratory Quality Management Systems for our device
testing labs.
In addition to these, your Company also maintains its commitment to
health, safety and environment by continually improving its processes in accordance with
ISO 14001:2015 (Environmental Management System) and ISO 45001: 2018 (Occupational Health
and Safety
Assessment Series) standards. Your Company is also certified on ISO
22301:2012 (Societal Security and Business Continuity Management System) and has a
comprehensive Business Continuity and Disaster Recovery framework, to prevent potential
business disruptions in the event of any disaster. It has processes that helped resume
services to customer's acceptable service levels. Automated Service Desk with SLAs
for enabling business and Vulnerability Assessment and Penetration Testing Lab for secured
corporate network operations are highlights that showcase the information security posture
of the Organization.
Tech Mahindra (IT Division) has been assessed for the implementation of
high maturity business excellence practices at Mahindra Group (Services Sector). It has
been assessed at TMW Maturity Stage 7 (on scale of 1-10 stages) of Mahindra Business
Excellence Framework The Mahindra Way. These certifications are testimony of the
robustness of business processes and at large, the quality culture imbibed in the
organization.
Your Company has institutionalized the Deliverability Risk Assessment
(DRA) practice to assess the readiness and to identify risks at the beginning of
the program, continued to strengthen the process for transforming Quality Assurance
processes & delivery methods to adopt and strengthen Delivery excellence, Risk
governance, and further enhance automation to enable quality delivery to the customer.
Quality index which is a measure of quality of products and services delivery is
institutionalized.
The Company is ensuring all these initiatives are in place, to ensure
that it delivers as stated in its Quality Policy.
DIRECTORS
During the year under review, all Independent Directors have given
declarations that they meet the criteria of Independence as laid down under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
Pursuant to the provisions of Section 152(6)(c) of the Companies Act,
2013, Mr. Manoj Bhat, Director (DIN: 05205447) is liable to retire by rotation and
being eligible offers himself for reappointment.
During the year under review, Ms. Penelope Fowler (DIN: 09591815) was
appointed as Additional Director by the Board of Directors of the Company on May 13, 2022.
She was further appointed as an Independent Director pursuant to the special resolution
passed by the shareholders at the Annual General Meeting held on July 26, 2022 for a
period of 5 years.
In view of the retirement of Mr. C. P. Gurnani, Managing Director and
CEO, the Board of Directors at its meeting held on June 15, 2023, based on the
recommendation of the Nomination and Remuneration Committee approved the Appointment of
Mr. Mohit Joshi, (DIN: 08339247) as Additional Director with effect from June 20, 2023 to
hold office up to the date of ensuing Annual General Meeting. Further in order to ensure
smooth transition into the role of Managing Director as Mr. C. P. Gurnani would retire on
December 19, 2023, Mr. Mohit Joshi was also appointed as a Whole Time Director designated
as Managing Director (Designate) and Key Managerial Personnel with effect from June 20,
2023 up to December 19, 2023 subject to the approval of the members of the Company
and the Central Government.
The Board of Directors, based on the recommendation of Nomination and
Remuneration Committee also approved the appointment of Mr. Mohit Joshi as Managing
Director & Chief Executive Officer of the Company and Key Managerial Personnel under
the Companies Act, 2013 from December 20, 2023 to June 19, 2028 (both days inclusive),
subject to approval of the members of the Company and the Central Government.
The Board recommends the appointment of Mr. Manoj Bhat and Mr. Mohit
Joshi to the Members at the ensuing Annual General Meeting. The brief profile of Mr. Manoj
Bhat and Mr. Mohit Joshi is given in the Notice of the Annual General Meeting.
In terms of Regulation 24(1) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations 2015, Mr. T. N.
Manoharan, Lead Independent Director of the Company has been appointed as Director on the
Board of Tech Mahindra (Americas) Inc., a wholly owned unlisted material subsidiary of the
Company with effect from May 21, 2019.
In the opinion of the Board of Directors, the Independent Directors
have relevant proficiency, expertise and experience.
FAMILIARISATION PROGRAMME
These programmes aim to provide insights into the Company to enable the
Independent Directors to understand its business in depth and contribute significantly to
the Company. The details of the program for familiarisation of the Independent Directors
with the Company are available on its website and can be accessed at
https://insights.techmahindra.com/ investors/tml-familarisation-progarmmes-for-IDs.pdf
The Board of Directors are regularly updated on changes in statutory
provisions like amendments in Corporate Laws, SEBI Regulations, Taxation Laws and People
related laws as applicable at the quarterly Board meetings. The Board members are also
updated on the Risk universe applicable to the Company's business. The MD & CEO
of the Company had quarterly sessions with Board members sharing updates about the
Company's business strategy, operations and the key trends in the IT industry that
are relevant to the Company. These updates help the Board members in keeping abreast of
key changes and their impact on the Company. Further Subject Knowledge Experts from
various fields are also invited to the meetings of the Board/Committees to appraise the
Board Members of the latest developments in the IT and the business.
TRAINING
The Company has laid down a policy on the training of Independent
Directors as part of its governance policies. The Senior Leadership of the Company
periodically updates the Directors on regulatory changes, business strategy and
operations.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulation 19
read with Schedule II, Part D of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has devised
a policy on evaluating the performance of the Board of Directors, the Chairman,
Committees, and Individual Directors. The evaluation process was carried out through a
web-based portal. The summary of the evaluation reports was presented to the respective
Committees and the Board. The Directors had given positive feedback on the overall
functioning of the Committees and the Board. The suggestions made by the Directors in the
evaluation process have been suitably incorporated in the processes.
NUMBER OF MEETINGS OF THE BOARD
The Board met five times during the Financial Year 2022-23. The meeting
details are provided in the Corporate Governance report that forms part of this Annual
Report. The maximum interval between any two meetings did not exceed 120 days as
prescribed in the Companies Act, 2013 and SEBI Listing Regulations.
COMMITTEES OF THE BOARD
As on March 31, 2023, the Board has constituted seven Committees,
namely, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, Risk Management Committee, Corporate Social Responsibility Committee,
Investment Committee and Securities Allotment Committee. The details of terms of
reference of each Committee and the meetings held during the year are given in the
Corporate Governance Report.
The Company has also formed Group Governance Council comprising of
Board Members and Senior Management in terms of the SEBI Circular No. SEBI/
HO/CFD/CMD/CIR/P/2018/79 dated May 10, 2018, considering it has a large number of
subsidiaries.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Governance policies laid down by the Board of Directors of your
Company include:
i. Policy on the appointment and removal of Directors, Key Managerial
Personnel and Senior Management.
ii. Policy on remuneration to the Directors, Key Managerial Personnel
and Senior Management and other Employees.
The extract of these two policies is provided in "Annexure III".
The policies are available on the website of the Company and can be
accessed at https://insights.
techmahindra.com/investors/Governance-Policies-including-remuneration-to-Directors-KMPS.pdf
SUCCESSION PLAN
In accordance with the principles of transparency and consistency, your
Company has adopted governance policies for appointments, remuneration and evaluation of
its Board of Directors, Key Managerial Personnel & Senior Management. In line with
these Governance policies, the Company has established a formal Succession Planning
Program for Key Managerial Personnel across the organization. The Board evaluates all such
plans at a regular interval and institutes a formal program for filling any such critical
position. The Board evaluates both internal and external candidates for such positions
along with the recommendations of the management. The Company also has a leadership
development program where it identifies high potential managers, and trains them to take
up the positions of higher responsibility. The Company has identified the second line of
leadership, which provides stability to the business in case of contingencies.
KEY MANAGERIAL PERSONNEL (KMP)
Pursuant to provisions of Section 203 of the Companies Act, 2013, Mr.
C. P. Gurnani, Managing Director & Chief Executive Officer, Mr. Milind Kulkarni, Chief
Financial Officer (up to May 31, 2022), Mr. Rohit Anand, Chief Financial Officer (w.e.f.
June 1, 2022) and Mr. Anil Khatri, Company Secretary & Compliance Officer were the Key
Managerial Personnel of the Company during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors,
based on the representation(s) received from the Operating Management and after due
enquiry, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
ii. they have, in the selection of the accounting policies, consulted
the Statutory Auditors and these have been applied consistently and, reasonable and
prudent judgments and estimates have been made so as to give a true and fair view of the
state of affairs of the Company as at March 31, 2023 and of the profit of the
Company for the year ended on that date; iii. proper and sufficient care had been taken
for the maintenance of adequate accounting records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. they had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
vi. the proper systems to ensure compliance with the provisions of all
applicable laws are in place and are adequate and operating effectively.
DETAILS WITH RESPECT TO ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has internal financial controls which are adequate and were
operating effectively. The controls are adequate for ensuring the orderly and efficient
conduct of the business, including adherence to the Company's policies, the
safeguarding of assets, the prevention and detection of frauds and errors, the accuracy
and completeness of accounting records and timely preparation of reliable financial
information.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / PROCEEDINGS
There are no significant and material orders passed by the regulators
or courts or tribunal, impacting the going concern status and the Company's
operations in the future.
Further no application against the Company has been filed or is pending
under the Insolvency and Bankruptcy Code, 2016, nor has the Company done any one-time
settlement with any Bank or Financial institutions.
STATUTORY AUDITORS
The members, in the 35th Annual General Meeting (AGM) held
on July 26, 2022, appointed M/s. B S R & Co. LLP, Chartered Accountants, [ICAI
Firm's Registration No. 101248W/W- 100022] as the Statutory Auditors of the Company,
to hold office for a further term of five consecutive years from the conclusion of the 35th
AGM of the Company held in the Financial Year 2021-22 until the conclusion of the AGM of
the Company for the Financial Year 2026-27 on such remuneration as may be determined by
the Board of Directors.
There are no qualifications, reservations, adverse remarks or
disclaimers made in the audit report for the Financial Year 2022-23.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company had appointed Makarand Lele & Co., Practicing Company Secretary, Pune to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is available
at "Annexure IV" to this report. There are no qualifications,
reservations, adverse remarks or disclaimers made in the Secretarial Audit Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)
(a) of the Companies Act, 2013, the Annual Return in Form MGT-7 is available on the
website of the Company and can be accessed at
https://insights.techmahindra.com/investors/mgt-7.pdf
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year, the Company has transferred the unclaimed dividends of
` 2,13,40,674 to the Investor Education and Protection Fund. Further, 2,26,700
corresponding shares on which dividends were unclaimed for seven consecutive years were
transferred to the fund as per the requirements of the IEPF Rules. The Members are
requested to check the details of the unpaid dividend on the website of the Company and
claim their dividend to avoid the shares from being transferred to IEPF.
MANAGERIAL REMUNERATION
Disclosures of the ratio of the remuneration of each director to the
median employee's remuneration and other details as required pursuant to Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, are
provided as "Annexure V". None of the Directors or the Managing Director
& CEO of the Company received any remuneration or commission from Subsidiary Companies
of your Company.
The details of remuneration paid to the Directors including the
Managing Director & CEO of the Company are provided in the Corporate Governance
Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act,
2013 ("the Act") read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However,
pursuant to first proviso to Section 136(1) of the Act, this report is being sent to the
Shareholders excluding the aforesaid information. Any shareholder interested in obtaining
said information may write to the Company Secretary at the Registered Office / Corporate
Office of the Company and the said information is open for inspection at the Registered
Office of the Company.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company has laid down the Prevention of Sexual Harassment (POSH)
policy which is available on its website. The Company has zero tolerance on Sexual
Harassment at workplace. During the year under review, there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
The status of complaints received under POSH and redressed by the POSH
Committee of the Company, during the Financial Year under review, are given below:
a) Numberofcomplaintsreceivedduringtheyear_-74 b) Number of complaints
redressed during the year 73@ c) Number of complaints pending for
redressal as on March 31, 2023 3
@ - Includes 2 complaints received during the previous year and
redressed during the year.
There are focused campaigns on the POSH policy within the Company and
awareness drives that take place. Furthermore, employees are required to undertake a
mandatory certification on POSH to sensitize themselves and strengthen their awareness.
EMPLOYEE STOCK OPTION SCHEMES
During the year under review, there were no material changes in the
Employee Stock Option Schemes (ESOPs) of the Company and the Schemes are in compliance
with the SEBI Regulations on ESOPs.
As per Regulation 14 of Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, the details of the ESOPs are
uploaded on the website of the Company and can be accessed at
https://insights.techmahindra. com/investors/details-of-esops-fy-2022-23.pdf
CORPORATE GOVERNANCE
A report on Corporate Governance covering among others composition of
the Board of Directors, details of meetings of the Board and Committees along with a
certificate for compliance with the conditions of Corporate Governance in accordance with
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, issued by the Statutory Auditors of the Company, forms
part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in
the Management Discussion and Analysis Report, which forms part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
SEBI, vide its circular dated May 10, 2021, made BRSR mandatory for the
top 1,000 listed companies (by market capitalization) with effect from the FY
2022-23. The Company voluntarily published BRSR for the Financial year 2021-22. The BRSR
Report for the year 2022-23 is enclosed as part of this Annual Report.
In addition to the BRSR, the Integrated Annual Report of the Company
provides an insight on the various ESG initiatives adopted by the Company. The ESG
disclosures have been independently assured by KPMG.
COST RECORDS
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business activities of the Company.
RISK MANAGEMENT
The Risk Management Committee of the Board of Directors devised a Risk
Management Policy and guides the operating management to identify risks, analyze their
probability and impact and prepare mitigation plans. It periodically reviews the Risk
Management Framework & Enterprise Risk Register which is presented by the Chief Risk
Officer. The Company identifies all potential risks viz. economic, business, currency,
operations, climate, governance, finance, cyber, business continuity etc. and prepares a
mitigation plan for each of the risks. The elements of risk as identified by the Company
with the impact and mitigation strategy are set out in the Management Discussion and
Analysis Report.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has laid down Whistle Blower Policy covering Vigil
Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is
made available on the website of the Company.
DEPOSITS / LOANS & ADVANCES, GUARANTEES OR INVESTMENTS
The Company has not accepted any deposits from the public during the
year under review. The particulars of loans/advances, guarantees and investments under
Section 186 of the Companies Act, 2013 are given in the notes forming part of the
Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties as defined under Section
2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("The
Listing Regulations"), during the financial year under review were in the ordinary
course of business and at an arm's length pricing basis and do not attract the
provisions of Section 188 of the Companies Act, 2013. There were no transactions with
related parties in the Financial Year which conflicted with the interest of the Company
and required compliance of the provisions of Regulation 23 of the Listing Regulations.
Suitable disclosure as required by the Indian Accounting Standards (Ind
AS 24) has been made in the notes forming part of the Financial Statements.
The Company has formulated a policy on the Related Party Transactions
and dealing with Related Party Transactions which has been uploaded on the website of the
Company and can be accessed at https://
insights.techmahindra.com/investors/Related-Party-Transactions-Policy.pdf
The particulars of related party transactions in prescribed Form AOC -
2 are attached as "Annexure VI". Pursuant to Regulation 23(9) of
the Listing Regulations, your Company has filed half yearly report on Related Party
Transactions with the stock exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure
VII" which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The CSR vision of the Company is "Empowerment through
Education."
In compliance with the guidelines prescribed under Section 135 of the
Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR)
Committee of the Board. The CSR policy, covering the Objectives, Focus Areas, Governance
Structure Monitoring and Reporting Framework among others is approved by the Board of
Directors. In accordance with the amendments made in Section 135 in January 2021, the CSR
Policy has been duly revised and is available on the website of the Company and can be
accessed at https://insights. techmahindra.com/investors/tml-csr-policy-23.pdf
The Company has spent more than 2% of the average net profits of the
Company during the three immediately preceding Financial Years on CSR.
The Company's social initiatives are mainly carried out by Tech
Mahindra Foundation and Mahindra Educational Institutions, Section 8 (erstwhile Section
25) Companies promoted by the Company.
TECH MAHINDRA FOUNDATION (TMF) EDUCATION
The key initiatives taken by TMF in the arena of school education
include:
ALL ROUND IMPROVEMENT IN SCHOOL EDUCATION (ARISE)
Tech Mahindra Foundation's educational initiatives under ARISE are
long-term school improvement programmes, in partnership with local governments and partner
organisations. The Foundation in 2022-23 worked with 18 government primary & secondary
schools to transform them into model schools of excellence. A total of 5,224 students were
positively impacted under this programme, of which 2,832 were girls.
During the year, the Foundation expanded its work for children with
special needs through its ARISE+ programme. This programme is a variant of ARISE in which
children with special needs are provided chronic therapy as well as special education to
help them lead more fulfilling lives. Through 32 projects, the programme enabled 4,829
children with special needs to become better learners with greater independence in
managing their lives. The Foundation has taken up the provision of assistive technology
for these children as an important value addition to its work in ARISE+.
SHIKSHAANTAR
Shikshaantar, envisioned as a programme for enhancing the capacity of
government school teachers, has emerged as an important programme in the education
portfolio of the Foundation. TMF works with the Municipal Corporation of Delhi by running
their In-Service Teacher Education Institutes. With the merger of the MCDs, TMF now has
the responsibility of training teachers from close to 1,500 primary schools in Delhi.
During the year under review, as many as 4,379 teachers were trained as part of
Shikshaantar. This included specially designed modules for Digital Literacy, Child Safety,
Cyber Security and Mental Health that were delivered to the teachers in a hybrid mode.
MOBILE SCIENCE LAB & ROBOTICS LAB
In order to increase the footprint of its work in Education and reach
the unreached, TMF launched a unique initiative in 2019-20 - The Mobile Science Lab (MSL).
For this, a Mahindra bus has been remodeled to become a science lab on wheels and has been
travelling from school to school in East Delhi to provide STEM learning for children in
grades 3 and 4 in these schools. The MSL program benefitted as many as 6,861 students and
77 teachers throughout the year.
Following the success of the MSL program, TMF has also set up a
Robotics Lab at one of its ARISE schools in Delhi which is an all-girls school. This lab
was inaugurated in November 2022, and nearly 300 girls from this school are the potential
beneficiaries.
EMPLOYABILITY
Skills-for-Market Training (SMART) is the Foundation's flagship
programme in employability. It is built on the vision of an educated, enabled and
empowered India, and the belief that educated and skilled youth are the country's
true strength. The programme started with
3 Centres in 2012 and is currently running over 85 Centres at 10
locations across India. These include SMART Centres, SMART+ Centres (training for people
with disabilities), and SMART-T Centres (training in technical trades).
In 2022-23, your Company trained 17,641 young women and men under its
SMART program, of which, 1,303 were persons with disabilities. More than 70% of the
graduates are placed in jobs across multiple industries upon successful completion of the
training. The average salaries being earned by the graduates of the SMART program have
been steadily rising and saw a 10% jump over the previous year.
The Foundation's commitment to setting new benchmarks in skill
development in India has been underscored by the setting up of Tech Mahindra SMART
Academies, which provide the highest quality of skill training to youngsters in Healthcare
and Digital Technologies. During FY 2022-23, 3,584 students were trained at the nine
Academies that are now functional 5 in Healthcare, 3 in Digital Technologies, and 1
in Logistics.
TMF'S OUTREACH INITIATIVES
In addition to all the core programs described above, Tech Mahindra
Foundation is now also implementing several outreach projects in collaboration with
various agencies. As part of these, the TMF team members are engaged in activities such as
community health initiatives, teacher training, provision of content for other large-scale
projects, etc. As part of such outreach projects, TMF supported 20,734 beneficiaries,
taking the total tally of direct beneficiaries for the year to 61,995. This is nearly 50%
more than the number of direct beneficiaries for FY 2021-22, which stood at 41,374.
MAHINDRA EDUCATIONAL INSTITUTIONS (MEI)
MEI - a not-for-profit, 100% subsidiary of the Company has set up
Mahindra Ecole Centrale in August 2014 - through a collaborative venture between Mahindra
Educational Institutions and Ecole Centrale of Paris, France (now known as Centrale
Supelec) and the JNTU Hyderabad - to offer undergraduate engineering programs. Through
this strong Indo-French Collaboration with Centrale Supelec and Industry connect with Tech
Mahindra, MEC has emerged as a disruptive player in the field of Technical Education.
MEI has sponsored the setting up of Mahindra University to introduce
diverse streams of education in addition to Engineering. Further the Engineering stream is
being transitioned to Mahindra University.
MAHINDRA UNIVERSITY (MU)
Mahindra University ("MU") (sponsored by Mahindra Educational
Institutions, ("MEI") - a not-for-profit, 100% subsidiary of Tech Mahindra), was
notified on May 20, 2020 by the Government of Telangana vide The Telangana State
Private Universities (Establishment and Regulation) Act, 2018 for "educating future
citizens for and of a better world".
The Ecole Centrale School of Engineering (ECSoE) currently runs various
UG, PG and Ph.D. programs in cutting-edge engineering departments. ECSoE also launched a
Centre for Life Sciences and offers courses in biotechnology and computational biology
under it. The school plans to launch the 2.5 year integrated programs in Biotechnology
& CSE for AY 2023-24.
Cornell University's SC Johnson College of Business, an ivy league
institution is the "Academic Partner" for School of Management. Mahindra
University's School of Management (MU - SoM) will benefit significantly from Cornell
University's expertise in curriculum development, faculty exchange programs including
some specialty courses delivery by the Cornell faculty to Mahindra University students, as
well as student immersion at Cornell. The School of Management currently conducts BBA, BA,
E-MBA, and MBA (starting in 2023) programs.
The School of Law, Mahindra University, commenced operations in
September 2021 in Hyderabad offering 5-year integrated programs in BA LL.B and BBA LL.B.
It was founded on the philosophy of securing justice, equality, and service to all
sections of society. With the needs of modern society evolving rapidly, there is a renewed
focus on the importance of the discipline of law. The School of Law will aim to make a
difference to the legal profession and practice by providing a diverse, flexible
curriculum and pedagogy, touching on several aspects of domestic and international law,
while appraising the students of the latest trends in academia and practice. Starting
2022, the School of Law has launched a 3-year LLB (Hons) program and intend to launch a
6-year integrated B.Tech LLB course starting Academic Year 2023.
The University also plans to launch the following programs/schools for
the Academic Year 2023-24:
1. School of Media a. 4-year B.Tech. (Computation & Media) b.
3-year BA (Digital Media & Communication)
2. School of Hotel Management
a. 3-year B.Sc. (Hospitality & Hotel Administration)
In the academic year 2022, a total of 2,971 students were studying
under various programs across all schools and departments. The new admissions for academic
year 2022 are 1,236 students of which 1,128 students are in various UG programs, including
School of Management and School of Law, 22 students in the PG programs of School of
Engineering and 86 students in the Ph.D programs across all the schools.
The Annual Report on CSR activities is provided as "Annexure
VIII".
SUSTAINABILITY
Your Company aligns closely with the Mahindra Group's ambition to
Rise: Be People positive, Planet positive, and Trust positive. The Company holistically
embraces ever greater responsibility towards protecting the environment, empowering the
society, and providing good governance.
Your Company's strategy for creating long-term sustainable value
is by improving, scaling, and transparently communicating our ecological, social, and
economic impacts. Our strong governance framework led by the Board of Directors of your
Company, who have oversight of the Company's overall strategy and future direction
and ensures the planning and implementation of environmental and social programs.
The Company's holistic approach enables to drive sustainable
impact in alignment with leading global frameworks, initiatives, and agendas committed to
furthering sustainability such as the TCFD, SASB, GRI, as well as the Paris Agreement, the
UNGC and the UN SDGs.
As a business, the Company recognizes the value of following the UN
SDGs (Sustainable Development Goals) of People, Planet, Prosperity, and Partnership and
continues to create value through initiatives that cater directly to these aspects of our
performance.
People:
Great place to work: Working to enhance our
organizational culture by enabling our associates with access to advanced technologies,
providing Learning & Development opportunities to help develop their skills and areas
of expertise and providing them with robust career development programmes.
Work-life balance: Providing feasible and flexible
work-life balance and integration along with a range of associate-friendly policies and
processes to reduce attrition.
Diversity and inclusion: Ensuring that our organization
continues to transcend into the realms of gender diversity and includes people with
disabilities as well as people from the LGBTQIA community as part of being a socially
responsible business.
Employee engagement & recognition: Ensuring our
associates are engaged, feel valued, and recognized through a robust performance
management system, a flexible system of working, and an extensive system of benefits and
perquisites.
Individual Social Responsibility: Encouraging associates
to contribute to the society & environment and make these activities an integral part
of their day-to-day activities.
Planet:
Carbon neutrality and Net zero: Committing to carbon
neutrality (2030) and Net zero (2035) by switching to renewable energy through on site
installations and open access; improving energy efficiency through installation of LEDs,
sensors; boosting green investments by implementing Carbon Price; optimizing business
travel by enabling virtual meetings; encouraging use of public transport and carpooling to
reduce employee commute emissions; carbon sequestration through tree plantation; moving
towards a low carbon economy by optimizing operations to ensure environmental protection.
No waste to landfill: Installing Organic Waste Converters
and vermicomposting plants at own campuses to convert food waste to manure, cutting down
their transportation emissions and reducing waste to landfill.
No to plastic: Maintaining plastic-free campuses and
encouraging all stakeholders to use eco-friendly and biodegradable materials. Spreading
awareness and initiating campaigns on preventing single-use plastic.
Reduce, Reuse, Recycle, Recover: Implementing the process
of Reduce, Reuse, Recycle and Recover across the value chain to limit waste and enable a
circular economy.
Being water positive: Improving water efficiency and
increasing water savings by using water sensors, restrictors and water-efficient coolers,
recycling wastewater through STPs, and recharging groundwater levels with Rainwater
Harvesting Pits.
Promoting Biodiversity: Protecting local flora and fauna
across all our locations to ensure that we do not adversely impact biodiversity through
our operations.
Prosperity:
Innovation: Embracing technology and innovation by
incorporating IoT, Blockchain, AI and Machine Learning to develop a portfolio of
sustainable solutions that help reduce emissions and other negative impacts of climate
change.
Green solutions: Investing in Sustainability reporting
solution (i.Sustain) and Climate Risk Management platforms, Smart grid,
Microgrid-As-A-Service, Community Action Platform for Energy, Integrated Electric Vehicle
Charging systems (IEVCS), Smart data hubs and Smart Cities for our Customers to reduce
their carbon emissions.
Connecting with customers: Embracing brand equity by
connecting with our customers to address their current and future needs and ensuring
customer satisfaction.
Partnership
Learning and Sharing: Partnering with collaborators &
partner companies to create an alliance ecosystem and supplement each other's
capabilities on joint projects. Collaborating with academia, businesses, NGOs, and
governments to address some of the global challenges like health care, climate change,
inequality, etc.
Sustainable supply chain: Ensuring that we are in synch
with our value chain in our commitment towards climate action and helping our suppliers
follow the highest standards of sustainable and ethical best practices within their own
organizations.
Tech Mahindra has drafted its Integrated Annual report in accordance
with Global Reporting standards and frameworks with the data assured by a third party thus
complying with the highest transparency standards.
The Company's progress against the sustainability targets and
metrics are disclosed in the externally assured Integrated reports available on the
website of the company- https://www.techmahindra.com/en-in/ sustainability/
AWARDS AND RECOGNITION
Your Company continued its quest for excellence in its chosen area of
business to emerge as a true global brand. Several awards and rankings continue to endorse
your Company as a thought leader in the industry. A few of the prominent Awards /
recognitions received by the Company during the Financial Year 2022-23 include:
Tech Mahindra won several medals in the USA for its people
practices- Brandon Hall HCM Excellence Awards, Stevie Awards for Great Employers and was
also included in the 2023 Bloomberg Gender-Equality Index (GEI).
Tech Mahindra Philippines was certified as a Great Place to
Work.
The Economic Times bestowed Tech Mahindra with several
recognitions including Great Manager Awards (People Business), Human Capital Awards and
Best Organizations for Women' (Femina).
Tech Mahindra was also recognized by Avtar and Seramount as
"Champions" in Most Inclusive Companies Index and "Top 10" in Best
Companies for Women in India.
Dun & Bradstreet India recognized Tech Mahindra as a top
performer in the ESG Performance Software and BPM sector.
Tech Mahindra won Frost & Sullivan's Technology
Innovation Leadership Award 2022 for Metaverse Technology Services.
Tech Mahindra was recognized among the Iconic brands at ET
Iconic Brands 2022.
TechM amplifAI0->8 is awarded "Cool Product or Service
of the Year in Business 2022." at the 12th Annual 2022 Business Excellence
Awards by Globee? Business Awards.
Tech Mahindra MEA was recognized for Ground-breaking
products/services in Ecommerce at GITEX.
Tech Mahindra was awarded A' rating in MSCI ESG
ratings 2022.
Tech Mahindra received the "Mahatma Award 2022 for Social
Good & Impact Decent Work and Economic Growth" for its SMART Program.
These awards are a reflection of the Company's continued efforts
in the fields of business, sustainability, human resource management and its sustained
progress towards creating a better society for all.
ACKNOWLEDGEMENTS
Your directors place on records their appreciation for the
contributions made by employees towards the success of your Company. Your directors
gratefully acknowledge the co-operation and support received from the shareholders,
customers, vendors, bankers, Regulatory and Governmental authorities in India and abroad.
|
For and on behalf of the Board |
|
Anand G. Mahindra |
Place: Mumbai |
Chairman |
Date: 15th June, 2023 |
(DIN: 00004695) |