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DIRECTOR'S REPORT

Tata Elxsi Ltd.

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Market Cap. (₹) 4043.30 Cr. P/BV 4.29 Book Value (₹) 151.38
52 Week High/Low (₹) 1470/592 FV/ML 10/1 P/E(X) 13.94
Bookclosure 17/07/2019 EPS (₹) 46.56 Div Yield (%) 1.23
Year End :2019-03 

DIRECTORS' REPORT TO THE MEMBERS

1. Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the financial year ended March 31, 2019.

 

2018-19

2017-18

Revenue from operations

1597

1386

Other income( Net)

43

43

Total Income

1640

1429

Profit before financial expenses, depreciation

458

389

Less: Financial expenses

-

-

Depreciation/ Amortization

25

25

Profit before tax

433

364

Tax expenses

143

124

Profit after tax for the year

290

240

Other Comprehensive income

-3

1

Total comprehensive income

287

241

Add: Profit brought forward

610

439

Less: Dividend and Dividend Tax*

83

60

Transfer to General Reserve

10

10

Balance Profit carried to Balance Sheet

804

610

*Pertains to previous years

3. Dividend

Your Directors recommend for your approval, a dividend of 135 % (Rs 13.50 per share) for the year ended March 31, 2019 on 6,22,76,440 equity shares of Rs 10/- each fully paid-up, compared to 110% (Rs 117- per share) on 6,22,76,440 equity shares of Rs 10/- each fully paid-up in the previous year.

This will involve an outgo of Rs 101.37 crores compared to Rs 82.60 crores in the previous year, including dividend distribution tax.

The Company's Dividend Distribution Policy (DDP) is available in the Investors section of the company website: http:77www.tataelxsi.com7investors7TataElxsi-dividend-distribution-policy.pdf

4. Reserves

Your Directors have approved a transfer of Rs 10 crores to the General Reserves for the year ended March 31, 2019, as against an amount of Rs 10 crores transferred in the previous year.

5. Review of Operations

The total income during the year under review increased by 15% from Rs 1429 crores in the previous year to Rs 1640 crores.

The Profit Before Tax (PBT) increased by 19% from Rs 364 crores in the previous year to Rs 433 crores. The Profit After Tax (PAT) increased by 21 % from Rs 240 crores in the previous year to Rs 290 crores.

2. Result of Operations - Extract

Rs In Crores

During the year under review, your Company continued its momentum of growth despite geo-political uncertainties, considerable headwinds in the business environment and currency volatility in some currencies.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Industry Outlook

According to NASSCOM, India's IT-BPM industry (excl. e-commerce) is expected to grow by 6.1% in FY19 to $ 177 billion. Technologies such as robotics, cloud, loT, and AR/ VR are driving a large part of this growth.

According to NASSCOM, India continues to be the core for developing 'Intelligent Solutions' with enormous opportunities for digital engineering& connected solutions, innovation and R&D hubs, SaaS& deep tech solutions, IT digital solutions partners, intelligent operations partners, and disruptive products & solutions.

Business Analysis

Our operations are classified into two business segments, i.e. Software Development & Services and Systems Integration & Support.

Software Development and Services

This business segment grew by 16% from Rs 1329 crores in the previous year to Rs 1543 crores in FY19. The segment profit increased by 16% from Rs 396 crores during the last year to Rs 456 crores during FY19.

In order to enhance the customer experience, there is a need to create the 'market of one,' which involves all the components right from strategy, customer insights to design, implementation and post-delivery delight to be carefully packaged. Tata Elxsi brings together this unique capability of integrated design and technology teams across verticals, which helps it stand out for its customers and helping deliver innovation for new products and services.

Leveraging Digital

Your Company has been investing in key digital technologies over the past few years, through Centers of Excellence in areas such as Al and Analytics, loT and Automation, which have helped enhance the service portfolio, not only for existing customers but also to win new customers across the world.

To illustrate, NOS, a Portugal based entertainment & communication provider, has collaborated with your Company to launch a Digital Centre of Excellence (CoE). This center will focus on digital transformation initiatives that are geared to deliver next-generation services, enhance subscriber experience, and improve operational efficiency across their entire portfolio.

The software development and services segment consist of two business divisions that provide technology and design services respectively to customers across industries.

Embedded Product Design

The Embedded Product Design (EPD) division provides technology consulting, new product design, development, and testing services for the automotive, broadcast, consumer electronics, healthcare, telecom, and transportation industries. The key sectors addressed by EPD include:

Transportation

Tata Elxsi works with leading OEMs and suppliers in the automotive and transportation industries for R&D, design and product engineering services from architecture to launch and beyond. Your Company works with leading car manufacturers and suppliers, in developing electronics and software for powertrain, infotainment, connectivity, active safety, and comfort and convenience.

By 2020, over 250 million vehicles are estimated to be connected to the internet and equipped with a myriad of sensors, connectivity platforms, and geo-analytical capabilities.

Your Company brings together deep expertise in digital technologies including Artificial Intelligence, Extended Reality, and loT to help OEMs & suppliers to realize the future of autonomous, connected& electric vehicles.

As vehicles become more integrated, complex and autonomous, the amount of software and hardware required will significantly increase. Your Company has been working on driverless car solutions for the past few years now and has also invested in developing in-house software and components to help customers accelerate their product development.

For instance, Tata Elxsi has collaborated with Mobis Technical Centre (HMTCI), a wholly owned subsidiary of Hyundai Mobis for the development of a Synthetic Scene Generator Tool. This tool can replicate every real-world scenario an automobile could encounter, which could run into millions of possibilities, accelerating the ongoing research and development support HMTCI is providing to their OEMs in Autonomous Driving.

Electric vehicles are slowly gaining momentum, and even as the industry embraces electric, we will see a shift from conventional to hybrid to fully electric powertrains.Tata Elxsi has been working in various aspects of the electric vehicle space especially in powertrain development, from program management to software development and validation of new platforms.

Your Company participated in leading trade shows and events across geographies, such as the CES 2019 (Consumer Electronics Show) in Las Vegas, Hybrid & Electric Vehicle Confex in Pune, and Autonomous & Smart Vehicle Summit in Shanghai, where it showcased its capabilities and new product offerings for autonomous vehicles, connected cars, and next-gen infotainment.

Broadcast and Communications

Tata Elxsi addresses the complete product development lifecycle from R&D, new product development and testing to maintenance engineering for Broadcast, Consumer Electronics, and Communications.

With the penetration of high-speed internet, smart devices and content flooding in the market, the borders between entertainment, media, and telecommunications have dissolved. New services such as smart, connected homes& OTT are creating new revenue opportunities for operators & broadcasters.

Tata Elxsi works with leading broadcasters & operators to create solutions for smarter living, engaged entertainment and a digital future driven by loT, analytics and artificial intelligence thereby enabling new revenue streams and enhanced customer experience.

Tata Elxsi has partnered with Airtel to deliver an engaging digital platform for customers with an innovative hybrid DTH set-top-box - 'Internet TV which brings together the best of online content and linear TV on one platform, bridging the gap between online and offline world for TV users.

We continue to participate in leading international industry events such as IBC (International Broadcasting Convention) in Amsterdam, Appliances & Electronics World Expo in Shanghai, and Broadcast Asia in Singapore to reiterate our established presence and brand in these markets.

Industrial Design and Visualization

Tata Elxsi helps customers create innovative products, services, and experiences to build brands and help businesses grow. By intersecting design and technology, we help clients globally to bring new ideas and products to market.

Your Company's services span across consumer research and strategy, branding and graphics, product design, service design, user experience design, transportation design, 3D-prototyping, visualization and manufacturing support.

Tata Elxsi brings together emerging technologies including digital, innovative design and content to create new products and experiences for customers that drive business success.

Together with our clients we simplify and enhance service value by analyzing problems, identifying opportunities, improving processes and creating unified solutions, meaningful interactions, spaces, and products.

Your Company has been awarded India's Best Design Studio 2018 by Pool magazine. We have also won four Best Design Project Awards in the Product Design, Branding & Graphics, and User Experience Design categories. This is a testimony to our world-class design thinking, strategy and end-to-end service capabilities.

Systems Integration and Support

During the year under review, our Systems Integration & Support segment reported a turnover of Rs 54 crores and profit of Rs 9 crores.

Your Company implements and integrates complete systems and solutions for specialized applications such as High-Performance Computing, Computer Aided Design, and Virtual Reality. We also provide Professional Services for the maintenance and support of such installations in India and key overseas markets.

We continue to expand our solution portfolio to address emerging digital technology needs with our customers, including Virtual Reality (VR), 3D Printing and Robotics.

In the VR space, your Company has been named as an exclusive distributor for VR driver training in India by VR Motion. This will promote easier and more sophisticated fleet driver training and higher road safety using Virtual Reality.

Threats, concerns, and risks

With global trade risk rising this year as the U.S. plans tariffs on a range of products, the pressure to protect the competitiveness of export industries is set to build. India will likely prefer to keep its currencies competitive relative to Asian counterparts. As almost 85% of company's revenue comes from outside India, and the majority of the delivery team is based in India, a weakening of Rupee against leading foreign currencies or strengthening of these currencies will only help the company's top-line and bottom-line.

Tata Elxsi's revenue is uniformly distributed across Euro and US dollar currencies, which provides us a natural hedge against possible currency risk from any single region. Your Company has also institutionalised a hedging policy to address any possible risks associated with global currencies.

The UK is going through some protectionism measures like the minimum wage bill for a work permit, but again the impact to Tata Elxsi is small.

The new US H1B policy is likely to have minimal impact on our operations as most of our projects are delivered via offshore locations in India.

Internal Control Systems and their adequacy

The Company's internal control systems commensurate with the nature of its business and the size and complexity of its operations. Your Company has appointed an external audit firm Deloitte Haskin & Sells LLP to provide an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company's internal controls. The audit firm periodically evaluates and tests the efficacy and adequacy of internal controls. The internal control systems also aim to strengthen the overall assurance practices, processes and controls. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

Based on the internal audit reports, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. The Audit Committee approves the annual internal audit plan, reviews the adequacy and effectiveness of the internal control system, significant audit observations and monitors the implementation of audit recommendations.

Financial Analysis

Particulars

2018-19

2017-18

Change over previous year %

Percentage of Income

 

2018-19

2017-18

 

Rs Crs

 

Sales and services

1597

1386

15

97

97

 

Other income

43

43

-

3

3

 

Total Revenues

1640

1429

15

100

100

 

Cost of sales

99

77

28

6

5

 

Personnel expenses

843

749

13

51

52

 

Financial expenses

-

-

-

-

-

 

Depreciation/ Amortization

25

25

-

2

2

 

Other expenses

240

214

12

15

15

 

Total Expenditure

1207

1065

13

74

75

 

Profit before tax and exceptional items

433

364

19

26

25

 

Tax expenses

143

124

16

9

9

 

Profit after tax for the year

290

240

21

18

17

 

Analysis of Overheads

Particulars

2018-19

2017-18

Variance %

Rs Crs

Rs Crs

Operating lease rent

19.61

17.04

15.08

Communication expenses

8.13

8.80

(7.56)

Inland travel and conveyance

8.53

7.91

7.84

Overseas travel

66.24

66.38

(0.21)

Consultant fees for software development

61.71

50.88

21.29

Significant Ratio Analysis

SI. No.

Particulars

Unit

31.03.19

31.03.18

1

Earnings before interest, depreciation and tax/Sales

%

28.71

28.08

2

Profit before tax/ Sales

%

27.14

26.25

3

Profit after tax/ Sales

%

18.16

17.32

4

Current Ratio*

No. of times

5.39

4.23

5

Earnings per share

Rs

46.56

38.54

"Increase in Current Ratio is due to cash generation during the year resulting in higher cash and bank balances.

Human Resources

Your Company recognizes the critical importance of its human capital. As a technology-led design Company, we continue to focus on attracting and retaining top talent.

Your Company undertakes significant initiatives to increase effectiveness and efficiency through Leadership training. Performance management. Talent development. Employee engagement and Succession planning. Across the organization there are leadership programs for all job levels, technical training programs are hosted to up-skill and re-skill employees on latest technologies, there are curated learning paths for all employees and employee engagement is at the centre of everything we do. There are programs like Future leaders to identify young aspiring talent early in their career and nurture that talent.

Your Company believes in Diversity & Inclusion and is committed to the principle of Equal Employment Opportunity for all employees. About 33% of our total workforce comprises of female employees, underscoring the emphasis that Tata Elxsi places on providing equal opportunities for its workforce. Our total headcount was 6060 as of March 31, 2019.

Quality initiatives

We have instituted quality processes in the execution of our software development projects, and implemented robust information security management processes to assure our global customer base of the required level of confidentiality and protection of data and information. To this effect, we have been assessed and certified for ISO 9001:2015 and ISO 27001:2013. Additionally, we have been certified for design and development of medical devices with ISO 13485:2012 certification, and Automotive SPICE® Level 5 certification for transportation business.

Directors and Key Managerial Personnel

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. N.G. Subramaniam retires by rotation and being eligible, offers himself for re-appointment.

The Board had, on the recommendation of the Nomination and Remuneration Committee (NRC), at its meeting held on July 25, 2018 appointed Mr. Ankur Verma as an Additional Director of the Company with effect from August 01, 2018. In terms of section 161 of the Companies Act, 2013, Mr. Verma holds office up to the date of the ensuing Annual General meeting and being eligible offers himself for re-appointment. The NRC at its meeting held on April 24, 2019  has recommended the appointment of Mr. Verma to the office of the Directorship of the Company whose term of office shall be determined by retirement by rotation, subject to the approval of the shareholders.

Dr. Gopichand Katragadda, Non-Executive Non Independent-Director, resigned from the office of the directorship of the Company with effect from July 13, 2018. The Board placed on record their appreciation for the valuable contribution and guidance rendered by Dr. Katragadda during his tenure on the Board.

The term of Mrs. Shyamala Gopinath and Mr. Patrick McGoldrick, Independent Directors is due to expire on July 17, 2019. The Nomination and Remuneration Committee (NRC) at its meeting held on April 24, 2019 has recommended the re-appointment of Mrs. Shyamala Gopinath, Independent Director, for a further term commencing from July 18, 2019 upto June 19, 2024, subject to the approval of the shareholders. Mr. Patrick McGoldrick, Independent Director, did not wish to be re-appointed due to his domestic commitments.

The Board as a part of succession plan for the CEO & Managing Director, Mr. Madhukar Dev, who retires on October 01, 2019, and on the recommendation of the Nomination and Remuneration Committee (NRC) decided to appoint Mr. Manoj Raghavan, Executive Vice President (EPD) as the CEO& Managing Director of the Company on and from October 02, 2019, subject to the approval of the shareholders.

During the year under review, five (5) Board meetings were held and have been well attended by the Directors. The calendar of meetings for the year 2019-20 has been circulated to all the directors detailing the schedule of Board and Committee meetings during 2019-20.

The Independent Directors have submitted their declaration that they fulfill the requirements as stipulated in Section 149 (6) of the Companies Act, 2013. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013 the Independent Directors had a separate meeting on April 25, 2018.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are Mr. Madhukar Dev, MD & CEO; Mr. Muralidharan H. V, Chief Financial Officer (CFO) and Mr. G Vaidyanathan, General Counsel & Company Secretary.

7. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2018-19.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanations relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of our state of affairs at the end of the financial year and of our profit and loss for that period.

c. The Directors had taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with the provisions of Companies Act 2013, for safeguarding the assets and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by us and that such internal controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. Particulars on Remuneration

The statement showing the names of the top ten employees in terms of remuneration drawn and the information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment& Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors' Report and have not been attached. However, in terms of first proviso to Section 136(1) the particulars as referred above are available for inspection at our Registered office during business hours on working days, up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of 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*

-

Mr. Patrick McGoldrick

11.87

Mrs. S. Gopinath

14.96

Dr. G Katragadda* (up to July 13, 2018)

-

Prof. M.S. Ananth

8.00

Mr. Sudhakar Rao

9.68

Mr. Ankur Verma* (on and from August 01, 2018)

-

Executive Director

 

Mr. Madhukar Dev, MD & CEO

93.32

For Non-Executive Director only Commission is considered.

*Being in full time employment of other Tata Company is not eligible for commission.

(ii) Percentage increase in the remuneration of the Directors and KMPs for the financial year:

Directors, Managing Director & CEO, Chief Financial Officer and Company Secretary

% increase in the remuneration of Directors/KMP in the Financial year

Mr. N G Subramaniam**

-

Mr. Patrick McGoldrick

23.89

Mrs. S. Gopinath

18.34

Dr. G Katragadda** (up to July 13, 2018)

-

Prof. M.S. Ananth

22.77

Mr. Sudhakar Rao

-

Mr. Ankur Verma** (on and from August 01, 2018)

-

Mr. Madhukar Dev, MD & CEO

15.60

Mr. Muralidharan H.V, CFO*

-

Mr. G Vaidyanathan, Company Secretary

13.64

*Since information is part of the year, either current or past, the same is not comparable.

**Being in full time employment of other Tata Company is not eligible for commission, (iii) The percentage increase in the median remuneration of employees in the financial year: 5% (iv) The number of permanent employees on the rolls of company: 6060 (including consultants)

(v) 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:

The average increase in salaries of employees other than managerial personnel in 2018-19 was 12%. Percentage increase in the managerial remuneration for the year was 16%.

(vi) The Company hereby affirms that the remuneration is as per the remuneration policy of the company.

The Board has adopted a Remuneration Policy as also the Charter for the Nomination & Remuneration Committee (NRC). The Policy covers the Policy on remuneration to our Managing Director, Key Managerial Personnel and other officers. The Charter lays down the Rights, Roles and Responsibilities of the NRC. A Policy on Board diversity has also been adopted by the Board. A comprehensive Governance Guidelines for Board effectiveness has also been adopted by the Board on the recommendation of NRC. The Guidelines lay down the following:

• Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director, Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and directorship).

• Board appointment.

• Directors' remuneration (Guided by Remuneration policy).

• Subsidiary oversight.

• Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors).

• Board effectiveness review.

• Mandate of the Board Committee.

The Remuneration Policy and the Charter for NRC are available at http://tataelxsi.com/investors/nrccharter.pdf

9. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars pursuant to section 134 (m) of the Companies Act, 2013 is attached with this report as Annexure-A.

10. Business Responsibility Report (BRR)

In terms of the Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ('Listing Regulations') the Business Responsibility Report is attached as Annexure-C.

11. Risk Management Policy

The Board has adopted a Risk Management Policy to identify and categorize various risks, implement measures to minimize impact of these risks where it is deemed necessary and possible, and a process to monitor them on a regular basis including to review and monitor the cyber security measure. More details are given under Section-6 of Corporate Governance Report.

12. Corporate Social Responsibility

Corporate Social Responsibility (CSR) Committee has been constituted for the purposes of recommending and monitoring the CSR initiatives of the Company.

The Board on the recommendation of CSR Committee adopted a CSR Policy. The same is available on Company's website at (http://tataelxsi.com/company/social-responsibility.html). The CSR objectives are designed to serve societal, local and national goals in the locations that we operate in, create a significant and sustained impact on local communities and provide opportunities for our employees to contribute to these efforts through volunteering.

The Annual Report on the CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibilities Policy) Rules, 2014 is annexed as Annexure-D. The detail of the CSR Committee and its composition is given in section-7 of the Corporate Governance Report.

13. Corporate Governance

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors' Certificate regarding Compliance to Corporate Governance requirements are part of this Annual Report.

14. Related Party Transactions

All Related Party Transactions that were entered during the financial year were on an arm's length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations.

None of the transactions entered with related parties falls under the scope of Section 188(1) of the Act. Details of transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure - B in Form AOC-2 and forms part of this Report.

15. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Jayashree Parthasarthy of M/s Jayashree Parthasarathy& Co, a Company Secretary-in-Practice, was appointed to undertake the Secretarial Audit. The Report of the Secretarial Auditor for the year ended March 31, 2019 is attached to the Directors' Report at page No. 43.

16. Prevention of Sexual Harassment

We have zero tolerance for sexual harassment at workplace and have adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints under the above Act.

One (1) complaint was received by the local ICC during the year under review, the same has been redressed to the satisfaction of the complainant.

17. Vigil Mechanism

Your Company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company's 'Code of Conduct'.

To this effect, the Board has adopted a 'Whistle Blower Policy' (WBP), which is overseen by the Audit Committee. The policy provides safeguards against victimization of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review.

The said policy has been posted on our intranet where all the employees have access. The Company conducts 'Policies Awareness Campaign' regularly for its employees at its various centers, and the WBP features in these campaigns.

18. Others

There are no loans, guarantees and investments made by us u/s 186 of the Companies Act, 2013 during the year under review. Your Company has neither accepted nor renewed any deposit during the year under review.

The extract of Annual Return in MGT-9 is attached and forms part of the Directors' Report.

The Unclaimed Dividend in respect to the financial year 2011-12 is due for remittance to Investors' Education & Protection Fund (IEPF) on August 29, 2019 in terms of Section 125 of the Companies Act, 2013.

There are no material changes and commitments affecting the Company's financial position between the end of the financial year to which this financial statement relates and the date of this report.

Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has during the year transferred 26,784 equity shares pertaining to those shareholders who have not claimed their dividend for 7 consecutive years since 2011, to the IEPF account on October 30, 2018. So far, the Company has transferred 281,010 equity shares to the IEPF account.

19. Auditors

M/s BSR & Co. LLP, Chartered Accountants, the statutory auditors of the company have been appointed at the 28th Annual General meeting held on July 27, 2017 for a period of 5 years from the conclusion of 28th Annual General Meeting up to the conclusion of the 33rd Annual General meeting to be held in the year 2022.

20. Acknowledgements

Your Directors wish to thank employees, customers, partners, suppliers, and above all, our shareholders and investors for their continued support and co-operation.

 

For and on behalf of the Board

 

N. G. Subramaniam

 

Chairman

Bengaluru, April 24, 2019

 

ANNEXURE "A" TO DIRECTORS' REPORT

Particulars pursuant to Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

1. Conservation of Energy

Prevention of the wasteful use of natural resources, particularly concerning the emission of greenhouse gases, consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in our journey of environmental sustainability. Few of our initiatives towards reducing negative environmental impact include deploying mass transport for our employees through an arrangement with Bengaluru Metropolitan Transport Corporation (BMTC) for buses.

We have invested in technology to monitor and control the power consumption of ACs and other related equipment, use of energy efficient light bulbs, using technology for switching off computer monitors, motion sensors for lighting controls, etc. to conserve energy.

Our emissions and waste generated are well within limits prescribed by the State Pollution Control Board.

As a Tata group company, ensuring an appropriate and conducive Office environment and employee safety is paramount to us. We have instituted a comprehensive safety policy and procedures to govern the same. We regularly train employees and monitor various safety measures to ensure a safe working environment.

2. Technology absorption, adaption, and innovation

Your Company undertakes various learning and development initiatives to build critical organizational capabilities to its employees. These aim to cross-skill resources across BUs on a need basis, training on new methodologies and developing leadership capabilities at various levels.

These programs also facilitate training and preparing design and engineering teams for upcoming projects in terms of delivery capability and capacity. The outcomes of these programs also help showcase technology and development capability to potential customers without violating the confidentiality of work being executed for existing customers in the same area.

Further, certain programs are focused on creating reusable software components and frameworks which have the potential to generate future revenue streams through commercialization and licensing.

R&D Activities and Expenditure

During the year, we invested 1.37% of revenue towards in-house R&D projects. We intend to continue investing in technology IP development, especially those related to automotive, broadcast and communications.

Expenditure incurred in the R&D centers and innovation centers during the financial year 2018-19 are given below:

i. Capital: Nil

ii. Recurring :Rs 22.54 crores

iii. Total : Rs 22.54crores

iv. Total R & D expenditure as a total percentage of turnover: 1.37%

3. Foreign Exchange earnings and outgo

Export revenue constituted 87% of the total revenue in financial year 2018-19

Foreign exchange earnings

1407.96

CIF Value of imports

40.12

Expenditure in foreign currency

475.88

 

 

For and on behalf of the Board

 

N. G. Subramaniam

 

Chairman

Bengaluru, April 24, 2019

 

(Rs In Crores)

ANNEXURE "B" TO THE DIRECTORS REPORT

Form No. AOC-2

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm's length basis:

Tata Elxsi Limited (the Company) has not entered into any contract/arrangement/transaction with its related parties which are not in ordinary course of business or at arm's length during the financial year 2018-19.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts / arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm's length basis:

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts/arrangements/transactions: Not Applicable

(c) Duration of the contracts/arrangements/transactions: Not Applicable

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable

(e) Date(s) of approval by the Board, if any: Not Applicable

(f) Amount paid as advances, if any: Not Applicable

 

For and on behalf of the Board

 

N. G. Subramaniam

 

Chairman

Bengaluru, April 24, 2019

 

Affirmation regarding Compliance with the Code of Conduct

The Company has adopted a Code of Conduct for all its employees, including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. Both these Codes are available in the Company's website (www.tataelxsi.com)

I hereby confirm that all Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct applicable to them in respect of the year ended March 31, 2019.

 

Madhukar Dev

Bengaluru, April 24, 2019

Managing Director

ANNEXURE "C" TO THE DIRECTORS REPORT

BUSINESS RESPONSIBILITY REPORT [Regulation 34(2) (f)]  SECTION

A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) of the Company: L85110KA1989PLC009968

2. Name of the Company: Tata Elxsi Limited

3. Registered address: ITPB Road, Whitefield, Bengaluru 560048, India

4. Website: www.tataelxsi.com

5. E-mail Id: investors@tataelxsi.com

6. Financial Year reported: April 1, 2018 to March 31, 2019

7. Sector(s) that the Company is engaged in (industrial activity code-wise): 620

8. List three key products/services that the Company manufactures/provides (as in balance sheet):

• Software Development & Services

o Technology consulting, new product design, development, and testing services

o Consumer Insights & Strategy, Visual Design& Branding, Product & Packaging design. User Experience design. Service Experience Design & Transportation Design

o High-end content and 3D Animation services

• Systems Integration & Support

o Implement and integrate complete systems and solutions for High-Performance Computing, CAD/CAM/ CAE/PLM, Broadcast, Virtual Reality, Storage, and Disaster Recovery

o Professional Services for maintenance and support of IT infrastructure in India and overseas

9. Total number of locations where business activity is undertaken by the Company

a) Number of International Locations (Provide details of major 5): Sales operations are in fourteen international locations including France, Germany, Japan, UAE, UK, and USA.

b) Number of National Locations: The Company is headquartered in Bengaluru, and operates through twelve design and development centers and six sales offices.

10. Markets served by the Company - The Company deliver design and engineering services, catering to both national and international markets.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up Capital (INR): Rs 6,227.64 Lakhs

2. Total Turnover (INR): Rs 164, 039.32 Lakhs

3. Total profit after taxes(INR): Rs 28,996.89 Lakhs

4. Total Spending on Corporate Social Responsibility(CSR) as percentage of profit after tax (%): Two (2)

5. List of activities in which expenditure in 4 above has been incurred: -

Description

Project Outlay (in Rs)

Shiksha, Niramay and Others

574.36 Lakhs (including Rs 90.23 lakhs unspent amount pertaining to FY 18)

* Please refer to the CSR Report in Page No. 31 of this Annual Report

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary Company/ Companies? No.

2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Not Applicable.

3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]: No.

SECTION D: BR INFORMATION

1. Details of Director/Directors responsible for BR

a) Details of the Director/Director responsible for implementation of the BR policy/ policies

1. DIN Number: 00082103

2. Name: Mr. Madhukar Dev

3. Designation: Managing Director & Chief Executive Officer

b) Details of the BR head

No.

Particulars

Details

1

DIN Number (if applicable)

-

2

Name

Mr. Sajiv Madhavan

3

Designation

Joint General Manager

4

Telephone number

+91 80 2297 9302

5

E-mail Id

sajiv@tataelxsi.co.in

2. Principle-wise (as per NVGs) BR Policy/policies

(a) Details of compliance (Reply in Y/N)

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 relevant stakeholders?

Y

Y

Y

Y

Y

Y

Y

Y

Y

3

Does the policy conform to any national / international standards? If yes, specify? (50 words) *

Y

Y

Y

Y

Y

Y

Y

Y

Y

4

Has the policy being approved by the Board? Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director? *

Y

Y

Y

Y

Y

Y

Y

Y

Y

5

Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?

Y

Y

Y

Y

Y

Y

Y

Y

Y

6

Indicate the link for the policy to be viewed online? (http://www.tataelxsi.com/ attachment/TATA-ELXSI-code-of-conduct. pdf)

Y

Y

Y

Y

Y

Y

Y

Y

Y

7

Has the policy been formally communicated to all relevant internal and external stakeholders? $

Y

Y

Y

Y

Y

Y

Y

Y

Y

8

Does the company have in-house structure to implement the policy/ policies?

Y

Y

Y

Y

Y

Y

Y

Y

Y

9

Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders' grievances related to the policy/ policies?

Y

Y

Y

Y

Y

Y

Y

Y

Y

10

Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?

Y

Y

Y

Y

Y

Y

Y

Y

Y

 

*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 - https://www.tataelxsi.com/investors/Policies/BRR1819.pdf

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1

1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs /Others?

The Tata Code of Conduct that the Company has adopted is applicable to its employees, business partners and suppliers.

2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

No concerns/complaints were received relating to ethics, bribery and corruption from any of our stakeholders during 2018-19.

Principle 2

1. List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

a) Product Design: Products designed by us have been awarded the I Mark (India Design Mark) which signifies good design not only in terms of form and aesthetic appeal, but also in terms of product quality, functionality, safety, sustainability, usability and social responsibility. We also work with leading FMCG and product companies in creating sustainable packaging design and environmentally friendly products that lowers carbon footprint and is recyclable and biodegradable.

b) Social Concerns: We have developed, integrated point-of-care diagnostic device for Malaria and Sickle cell detection. This solution identifies low level infections that currently go undetected and is targeted for emerging economies. It is an easy to use device and delivers accurate results at a very low cost, thus enabling affordable healthcare.

c) Sustainable Transport: In the automotive industry, we work with leading OEMs and suppliers in mechanical and electronic design for electric / hybrid vehicle, to help reduce pollution and fossil fuel consumption.

d) Reduction of Carbon Emission: We carry out research based on technology and trends on behalf of the customers that help in finding solutions for reduced carbon emission.

2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional):

(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?

(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year?

We work with our customers in developing these products and we function as an enabler for designing products that fulfill social or environmental concerns. Hence, we are not able to directly measure the resource use.

3. Does the company have procedures in place for sustainable sourcing (including transportation)?

(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so.

The company emphasizes on sustainable procurement practices as much as possible. Suppliers are selected based on TCoC and are constantly evaluated against the same. All our suppliers conform to our norms on Code of Conduct, safety, ethics and other good practices.

4. Has the company taken any steps to procure goods and services from local& small producers, including communities surrounding their place of work?

(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors?

The Company engages with multiple suppliers, local and international. Preference is always given to local suppliers. Proximity to the Company's location is one significant consideration for selection of suppliers. We also consolidate our imports from various ports to optimize on transport. Preference is given to MSME vendors. The Company also employs local service providers for housekeeping, security, gardening, maintenance and transport.

5. Does the company have a mechanism to recycle products and waste? If yes, what is the percentage of recycling of products and waste (separately as< 5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

The Company has in place policies and guidelines to set a direction that addresses environmental protection. The company has systems and processes that take measures in up-keeping the environment and our specific actions include recharging ground water using rainwater, and effluent treatment and re-use of treated water for gardening. Our e-waste recycling process takes care of computers, monitors, computer accessories and other electronic office equipments and specialized agencies are hired to carry out the e-waste disposal. We encourage reduced use of printing papers and thus reduce the use of paper, wherever feasible. Our resource usage and processes enable optimal use of equipments and sharing or transferring of equipments based on their needs and utility.

Principle 3

1. Please indicate the Total number of employees: 6060

2. Please indicate the Total number of employees hired on temporary/contractual/casual basis: 276 consultants

3. Please indicate the Number of permanent women employees: 1934

4. Please indicate the Number of permanent employees with disabilities: 8

5. Do you have an employee association that is recognized by management? No

6. What percentage of your permanent employees is members of this recognized employee association? Not 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.

No.

Category

No. of complaints filed during the financial year

No. of complaints pending as on end of the financial year

1

Child labour/forced labour/involuntary labour

The company does not employ child labour. There were no complaints relating to child labor, forced labor and involuntary labor

2

Sexual harassment

01

Nil

3

Discriminatory employment

Nil

Nil

8. What percentage of your undermentioned employees were given safety & skill up- gradation training in the last year?

(a) Permanent Employees - 71.13%

(b) Permanent Women Employees - 84.26%

(c) Casual/Temporary/Contractual Employees - 31.43%

(d) Employees with Disabilities - Safety and skill upgradation training is an ongoing process in the company. This data is not separately maintained.

Principle 4

1. Has the company mapped its internal and external stakeholders?

Yes. The Company has mapped its stakeholders and they include, but are not limited to, shareholders, employees, customers, business partners, suppliers, and the wider communities that we serve.

2. Out of the above, has the company identified the disadvantaged, vulnerable & marginalized stakeholders?

The Company is an equal opportunity employer. It has policies instituted to prevent sexual harassment, aid safety of employees, mandate travel guidelines for women employees, obtain the voice of employees' opinions and grievances through employee touch base, periodic employee satisfaction surveys and code of conduct.

3. Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide details thereof, in about 50 words or so.

The Company engages with each of its stakeholders through multiple channels and includes engagement initiatives, feedback process. Code of Conduct briefings and investor meetings. Our CSR initiatives engage the disadvantaged, vulnerable and marginalized by promoting healthcare, socio-economic development and education.

Principle 5

1. Does the policy of the company on human rights cover only the company or extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/Others?

The Company's TCoC covers its employees, contractors and extends to its suppliers.

2. How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

Our processes enable our stakeholders to voice their grievances and complaints. Dedicated emails are instituted and communicated to each of our stakeholders. Helpdesks are made available to our employees and SLAs put in place for timely closure. During this period, we have received 28 complaints from our investors all complaints stand resolved. There were no other complaints from any other stakeholders.

Principle 6

1. Does the policy related to Principle 6 cover only the company or extends to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ others?

The Company's Code of Conduct applies to its business partners, contractors and suppliers.

2. Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.

The Company strives for environmental sustainability and complies with all applicable laws and regulations, in all its services. It also seeks to prevent the wasteful use of natural resources and is committed to improving the environment, particularly about the emission of greenhouse gases, consumption of water and energy, and the management of waste and hazardous materials. A few examples are our initiatives on deployment of mass transport for our employees by getting into an arrangement with Bengaluru Metropolitan Transport Corporation for buses, procurement of star rated electric and electronic equipments and tree plantations inside and outside our premises. In our development process, our initiatives include adopting India Mark Design, mechanical and electronic design of electric/ hybrid vehicle and building RoHS compliance.

3. Does the company identify and assess potential environmental risks?

The nature of our business does not entail assets or processes with significant environmental footprints, and hence, the Company does not have a specific process to identify environmental risks. However, there are ongoing initiatives on energy, emissions and waste which is outlined in question 5 below. Our nature of work requires us to operate in workstations and hence office environment and safety is paramount to us. We have instituted safety policy and procedures to govern the same. We regularly train employees and monitor these to overcome hazards and threats. We take the help of external agencies to provide us with guidance for the upkeep of our process to industry standards.

4. Does the company have any project related to Clean Development Mechanism? If so, provide details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?

This is not applicable.

5. Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc.? Y/N. If yes, please give hyperlink for web page etc.

We are in a knowledge intensive industry, and do not operate industrial machinery, production facilities, or other such energy intensive operations. However, as a responsible corporate citizen, we continue to pursue and adopt appropriate energy conservation measures.

Active measures taken by us towards energy conservation and carbon footprint reduction include using technology to monitor and control the power consumption of air conditioning and other related equipment, use of energy efficient light bulbs, using technology for switching off computer monitors, motion sensors for lighting controls, etc.

We undertake regular reviews of energy requirements and consumption patterns, with action plans for effective utilization of power, during peak and non-peak seasons.

We also undertake continuing education and awareness programmes among all employees on energy conservation measures that can be adopted at individual levels, to help conserve power and energy.

6. Are the Emissions/Waste generated by the Company within the permissible limits given by CPCB/ SPCB for the financial year being reported?

Yes, the emissions and waste generated by the Company are within the limits prescribed by Pollution Control Board.

7. Number of show cause/ legal notices received from CPCB/SPCB which is pending (i.e. not resolved to satisfaction) as on end of Financial Year.

None Principle 7

1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

The Company is not a member of any trade and chamber or association.

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security. Water, Food Security, Sustainable Business Principles, Others)

No

Principle 8

1. Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

We have constituted a CSR committee for the purposes of recommending and monitoring the CSR initiatives of the Company. The Board on the recommendation of CSR Committee adopted a CSR Policy. The CSR objectives are designed to serve societal, local and national goals in the locations that we operate in, create a significant and sustained impact on local communities and provide opportunities for our employees to contribute to these efforts through volunteering.

Our flagship programmes are Shiksha and Niramay. The primary goal of Shiksha is to provide education and skill development, especially for the disadvantaged (underprivileged) groups/communities and the differently abled. Another goal is to promote cutting edge research in emerging technologies, to benefit the society. Through Niramay, we help the needy by providing financial support for life-saving treatments, extending quality medical care in slums, geriatric care for needy elderly ladies and palliative care for the terminally ill.

2. Are the programmes/projects undertaken through in-house team/own foundation/external NGO/ government structures /any other organization?

The programmes / projects chosen are a mix of in-house, external and group level initiatives.

3. Have you done any impact assessment of your initiative? Assessments are carried out as a part of the planning and review process.

4. What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken?

The Company has spent an amount of Rs 574.36 lakhs including Rs 90.23 lakhs pertaining to FY 18 during this financial year. The programmes have been mainly directed towards education & research /skill development and healthcare.

5. Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

We work closely with professional institutions with proven track record that mediate these initiatives to ensure that the benefits are passed on to the target community. Examples of such institutions are Kidwai Memorial Institute of Oncology, Sri Jayadeva Hospital, Baptist Hospital, Nightingales Trust, RASA (Ramana Sunritya Aalaya), Indian Institute of Science, Vishranthi Trust and Karunashraya in Bangalore, Sree Chitra Tirunal Hospital in Trivandrum, Adyar Cancer Hospital and Hindu Mission Health Services in Chennai and KEM Hospital in Pune. Our association with FAEA (Foundation for Academic Excellence and Access) is for a national mission.

Principle 9

1. What percentage of customer complaints/consumer cases are pending as on the end of financial year?

The Company has a process of obtaining customer queries, complaints and satisfaction by means of periodic interactions, emails, dedicated relationship managers, established SLAs and escalation mechanisms. These processes help the Company to resolve any dissonance with our customers in a timely manner.

2. Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A. /Remarks (additional information)

Not Applicable

3. Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year? If so, provide details thereof, in about 50 words or so.

There are no cases filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising, and/or anti-competitive behavior during the last five years.

4. Did your company carry out any consumer survey/ consumer satisfaction trends?

The Company carries our periodic customer satisfaction surveys. They provide us an index of our customers' satisfaction levels along with qualitative feedback on our services.

ANNEXURE "D" TO DIRECTORS' REPORT

Annual Report on Corporate Social Responsibility (CSR)

[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. A brief outline of the Company's CSR Policy, including overview of the projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.

Our CSR activities will be designed to:

• Serve - societal, local and national goals in all the locations where we operate.

• Create a significant and sustained impact on communities affected by our businesses.

• Provide opportunities for Tata employees to contribute to these efforts through volunteering

CSR Policy has been adopted and the same is available on the Company's Website at the following link: http://www.tataelxsi.com/company/corporate-sustainability/CSR policy.

2. The Composition of the CSR Committee:

Mr. Sudhakar Rao, Chairman (Independent Director) Mrs. S. Gopinath, Member (Independent Director) Mr. Madhukar Dev, Member (MD & CEO)

3. Average net profit of the Company for last three financial years: Rs 24,206.39 lakhs

4. Prescribed CSR Expenditure (two percent of the amount as in Item No. 3 above): Rs 484.13 lakhs

5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year: Rs 574.36 lakhs (Including Rs 90.23 lakhs, unspent pertaining to FY 2017-18)

(b) Amount unspent, if any: NIL

(c) Manner in which the amount spent during the financial year is detailed below:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

SI. No.

CSR Project or Activity identified

Sector in which the project is covered

Projects or Programs 1) Local area or other 2) Specify the state and other districts where projects or programs was/ were undertaken

Amount outlay (budget) project or program wise

Amount spent on the projects or programs Sub heads: 1) Direct expenditure on projects or programs 2) Overheads

Cumulative Expenditure up to the reporting period

Amount spent Direct or through implementing agency

1.

Providing Aid to Cancer Patients who could not afford the medical expenditure

Promotion of Health Care

Kidwai Memorial Institute of Oncology Bengaluru (Karnataka)

Rs 60.00 lakhs

Direct-Rs 60.00 lakhs

Rs 150. 00 lakhs

Direct- A sum of Rs 50,000/- average per patient who does not have means to provide for the treatment. The impact is expected to aid at least 120 patients for FY19. Actual impact - 481 cases.

2.

Providing Aid to Heart Patients who could not afford the medical expenditure

Promotion of Health Care

Sri Jayadeva Institute of Cardiovascular Sciences and Research, Bengaluru (Karnataka)

Rs 60.00 lakhs

Direct- Rs 60.00 lakhs

Rs 156.00 lakhs

Direct- A sum of Rs 50,000/- average per patient who does not have means to provide for the treatment. The impact is expected to aid at least 120 patients for FY19. Actual impact 284 cases.

3.

Providing Aid to Heart and Neurology Patients who could not afford the medical expenditure

Promotion of Health Care

Sree Chitra Tirunal Institute for Medical Science & Technology (SCTIMST) under DST, Trivandrum (Kerala)

Rs. 60.00 lakhs

Direct- Rs 60.00 lakhs

Rs 200.00 lakhs

Direct- A sum of Rs 50,000/- average per patient who does not have means to provide for the treatment. The impact is expected to aid at least 120 patients for FY1 9. Actual impact 365 cases.

4.

Providing Aid to Heart, Cancer and Neurology Patients who could not afford the medical expenditure

Promotion of Health Care

Baptist Hospital, Bengaluru, Karnataka

Rs 50.00 lakhs

Direct- Rs 50.00 lakhs

Rs 61 lakhs

Direct- Rs 11 lakhs for medical treatment of patients at rate of average ? 50,0007- per patient who do not have means to provide for the treatment. The impact is expected to aid at least 22 patients during FY19. Actual impact 44 cases. Direct- Rs 39 lakhs to Bangalore Baptist Hospital -Community Health Division to improve the health and well-being of women and children in Urban Slum of D J Halli, Bangalore. The intervention includes health needs in the area of basic medical, pediatric and obstetric. They also run a mobile clinic" Smile on Wheels" which is equipped with basic laboratory and ECG facilities. Actual impact 2796 cases.

5.

Providing Hospital Equipment for Health care

Promotion of Health Care

Hindu Mission Health Services Chennai, Tamil Nadu

Rs 50.00 lakhs

Direct -Rs 50.00 lakhs

? 50 Lakhs

Direct- Part financed the cost of Medical equipment required for expansion of their Hospital at Chennai, Tamil Nadu.

6.

Providing Aid to Cancer Patients those who could not afford the medical expenditure

Promotion of Health Care

Cancer Institute of Adyar, Chennai, Tamil Nadu

Rs 50.00 lakhs

Direct- Rs 50.00 lakhs

Rs 50 lakhs

Direct-A sum of average Rs 50,000/-per patient who does not have means to provide for the treatment. The impact is expected to aid at least 100 patients for FY19. Actual impact - 49 cases as on March 31, 2019.

7.

Providing Aid to Cancer, Heart & Neurology Patients who could not afford the Medical expenditure

Promotion of Health Care

King Edward memorial Hospital Pune(Maharashtra)

Rs 20.00 lakhs

Direct- Rs 20.00 lakhs

Rs 40.00 lakhs

Direct- A sum of Rs 50,000/- average per patient who does not have means to provide for the treatment. The impact is expected to aid at least 40 patients Actual impact - 37 cases as on March 31, 2019.

8.

Providing Health care. Nutrition, Counselling, livelihood etc. services to elderly destitute women.

Promotion of Health Care

Nightingales Medical Trust, Bengaluru, Karnataka

 

Direct- Rs 14.03 lakhs

Rs 14.03 lakhs

Direct: Funded Rs 14.03 lakhs to Nightingales Medical Trust for their requirement of an ambulance to their project "Sandhya Suraksha" - Home for Helpless Elderly Women for bringing them to the Home for Transit care and Home. The transit care services provide the missing elderly women with a safe place till they are reunited with their family. For the abandoned elderly women, the home will provide a new lease of life. With good nutrition, livelihood opportunities, social engagement and quality health treatment, elders will recover and will steadily enjoy better health. The talents of the elders would be utilized to run the day to day activities of the centre and would help to create belongingness and sense of dignity. The balance amount left after the procurement of Ambulance to be utilised for Medicine and Health care requirements of the elderly persons.

9.

Providing Aid to Cancer Patients those who could not afford the medical expenditure

Promotion of Health Care

V Care Foundation, Mumbai, Maharashtra

Rs 10.00 lakhs

Direct- Rs 10.00 lakhs

? 10 lakhs

Direct- V Care Foundation works closely with Tata Memorial Hospital amongst others in Mumbai. Its core services include Counselling & Emotional Support, Financial Support, Palliative, Food & Nutritional Support and Child Care Support. Actual impact - 55 cases.

10.

Aid for undertaking research

Promotion of Education

Indian Institute of Science, Bengaluru, Karnataka

Rs 50.00 lakhs

Direct- Rs 39.00 lakhs

Rs 39.00 lakhs

Visible Light Wireless Communications and Artificial Intelligence (Al)/ Machine Learning (ML) in Wireless Communications

11.

Education for ensuring employment

Promotion of Education

Pan India

Rs 21.00 lakhs

Direct- Rs 21.00 lakhs

Rs 42 lakhs

Foundation for Academic Excellence and Access (FAEA) (Implementing Agency) -Contributed to support 30 (thirty) girl Students from SC/ST communities for Under Graduate education.

12.

Training to develop life skills, holistic empowerment, confidence building, problem solving skills, social interaction skills and physical training to individuals with special needs as well as to normal individuals.

Promotion of Education

Ramana Sunritya Aalaya (RASA), Bangalore, Karnataka

Rs 10.00 lakhs

Direct- Rs 10.00 Lakhs

Rs 20.00 lakhs

Direct - Funded RASA to defray its Bangalore centre expenses for the calendar year 2019. RASA Bangalore center primarily deals with students with ADHD, Autism, Downs' Syndrome and Dyslexia. Actual impact - 30 cases.

13.

Providing Home, Medical and Education to destitute Children

Promotion of Education

Vishranthi Trust, Bengaluru, Karnataka

? 6.00 lakhs

Direct- Rs 6.00 lakhs

? 6.00 lakhs

Direct - ? 6 lakhs towards provision of ? 60,000 per child per annum to provide a child food, accommodation, supplements, medical care at Vishranthi's Children's Home - a unique experiment in Orphan and Destitute care. Actual impact - 10 cases.

14.

Promotion of road Safety

Education (promotion of road safety)

Bengaluru (Karnataka)

Rs 10.00 lakhs

Direct- Rs 9.73 lakhs

Rs 9.73 lakhs

Direct - The Company assisted the Traffic Police by reimbursing the salary of Traffic Wardens deployed in different road crossings for control of vehicular traffic and safe movement of pedestrians, ensuring road safety.

15.

Miscellaneous

Health care

Karunashraya -Bangalore Hospice Trust - a joint project of the Indian Cancer Society (Karnataka Chapter) and the Rotary Club of Bangalore Indiranagar, to provide free professional palliative care for advanced stage cancer patients who are beyond cure.

Rs 3.13 lakhs

Direct- Rs 0.37 lakhs

Rs 0.37 lakhs

Direct - For purchase of palliative medicine for critically ill cancer patients

 

TOTAL

 

 

 

Rs 460.13 lakhs

 

 

16.

Allowable expenditure (overheads) towards personnel & administration expenses for CSR team

 

 

Rs 24.00 lakhs

Overheads-? 24.00 lakhs

 

Apportioned compensation for CSR staff, travel expenses for CSR activities and the working hours utilized by Tata Elxsi personnel for supervision of the CSR activities.

 

TOTAL (A)

 

 

 

Rs 484.13 lakhs

 

 

 

UTILISTION OF UNSPENT AMOUNT -2017-18

 

 

 

 

 

 

17.

Education of drivers on safe driving byway of an app driven software

Education (promotion of road safety)

Strive an initiative of Tata Community Initiatives Trust -Pan India

Rs 150 Lakhs

Direct- Rs 90.10 Lakhs

Rs 150.10 Lakhs

The balance amount of Rs 90.10 Lakhs (unspent committed amount) was disbursed in FY19. Strive is a vocational training initiative of Tata community Initiatives Trust. The project involves a unique app driven education program for drivers on safe driving and safe road behavior. This will be a certification program for the drivers. The project is expected to go live from May, 2019.

18.

Health care

Health care

Karunashraya -bangalore hospice trust - a joint project of the Indian cancer society (karnataka chapter) and the rotary club of bangalore indiranagar, to provide free professional palliative care for advanced stage cancer patients who are beyond cure.

 

Direct- Rs 0.13 Lakhs

Rs 0.13 Lakhs

Direct - for purchase of palliative medicine for critically ill cancer patients

 

TOTAL (B)

 

 

 

Rs 90.23 Lakhs

 

 

 

TOTAL A + B

 

 

 

Rs 574.36 Lakhs

 

 

 

 

 

 

 

Responsibility statement: The CSR Committee hereby confirms that the implementation and monitoring of the CSR Policy, is in compliance with CSR objectives and Policy of the Company.

 

Madhukar Dev

Sudhakar Rao

 

Managing Director

Chairman, CSR Committee

Bengaluru, April 23, 2019

 

 

Form No. MGT -9

EXTRACT OF ANNUAL RETURN as on the financial year ended 31st March 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i)

CIN:

L85110KA1989PLC009968

ii)

Registration Date:

30.3.1989

iii)

Name of the company:

Tata Elxsi Limited

iv)

Category/ Sub-Category of the Company:

Public Company having Share Capital

v)

Address of the Registered office and Contact Details:

ITPB Road, Whitefield,

Bengaluru-560048

Tel: 080 22979123

email: investors@tataelxsi.com

website:www.tataelxsi.com

vi)

Whether listed or unlisted Company (Yes/No):

Listed

vii)

Name, Address and Contact details of Registrar and Share transfer Agents:

TSR DARASHAW LIMITED

6-10, Haji Moosa Patrawala Industrial Estate,

#20 Dr. E. Moses Road, Mahalaxmi,

Mumbai-400011, Tel: 022 6656 8484

email: csg-unit@tsrdarashaw.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

SI. No.

Name and Description of the main products / services

NIC Code of the Product / Service

% to total turnover of the Company

1

Design and Development of Computer Hardware and Software

NA

96.63%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

-

NA

NA

NA

NA

NA

IV. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

 i) Category-wise Share Holding

 

Category of shareholders

No. of Shares held at the beginning of the year i.e. 01.04.2018

No. of Shares held at the end of the year 31.03.2019

 

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A.

Promoters

 

 

 

 

 

 

 

 

 

(a)

Individuals /Hindu Undivided Family

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Central Government /State Governments

0

0

0

0.00

0

0

0

0.00

0.00

(c)

Bodies Corporate

27755264

0

27755264

44.57

27730264

0

27730264

44.53

-0.04

(d)

Financial Institutions /Banks

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Any Other (specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (A) (1)

27755264

0

27755264

44.57

27730264

0

27730264

44.53

-0.04

(2)

Foreign

 

 

 

 

 

 

 

 

0.00

(a)

Individuals (Non-Resident Individuals/ Foreign Individuals)

0

0

0

0.00

0

0

0

0.00

0.00

(b)

Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

(c)

Institutions

0

0

0

0.00

0

0

0

0.00

0.00

(d)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Any Other (specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub-Total (A) (2)

0

0

0

0.00

0

0

0

0.00

0.00

Total Shareholding of Promoter and Promoter Group (A)

27755264

0

27755264

44.57

27730264

0

27730264

44.53

-0.04

(B)

Public Shareholding

 

 

 

 

 

 

 

 

 

(D

Institutions

 

 

 

 

 

 

 

 

 

(a)

Mutual Funds/ UTI

2895693

200

2895893

4.65

1695018

200

1695218

2.72

-1.93

(b)

Financial Institutions /Banks

228017

400

228417

0.37

366456

400

366856

0.59

0.22

(c)

Central Government /State Governments

0

0

0

0.00

0

0

0

0.00

0.00

(d)

Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

(e)

Insurance Companies

772442

0

772442

1.24

272892

0

272892

0.44

-0.80

(f)

Foreign Institutional Investors

0

0

0

0.00

0

0

0

0.00

0.00

(q)

Foreign Venture Capital Investors

0

0

0

0.00

0

0

0

0.00

0.00

(h)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(i)

Foreign Financial Institutions

0

2300

2300

0.00

0

2300

2300

0.00

0.00

(j)

Foreign Portfolio Investors (Corporate)

5764502

0

5764502

9.26

5950698

0

5950698

9.56

0.30

(k)

Any Other Alternate Investment Funds

481965

0

481965

0.77

948263

0

948263

1.52

0.75

Sub-Total (B)(1)

10142619

2900

10145519

16.29

9233327

2900

9236227

14.83

-1.46

(2)

Non-Institutions

 

 

 

 

 

 

 

 

 

(a)

Bodies Corporate

2556113

5102

2561215

4.11

2751297

5725

2757022

4.43

0.31

(b)

Individuals -

 

 

 

 

 

 

 

 

 

i

Individual shareholders holding nominal share capital upto Rs 1 lakh

15703482

2380595

18084077

29.04

19673368

2065389

21738757

34.91

5.87

ii

Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

3686849

0

3686849

5.92

720926

0

720926

1.16

-4.76

(c)

Qualified Foreign Investor

0

0

0

0.00

0

0

0

0.00

0.00

(d)

Any Other

0

0

0

0.00

0

0

0

0.00

0.00

i

Trusts

41316

0

41316

0.07

91044

0

91044

0.15

0.08

ii

Directors & Relatives

2200

0

2200

0.00

2200

0

2200

0.00

0.00

Sub-total (B) (2)

21989960

2385697

24375657

39.14

23238835

2071114

25309949

40.64

1.50

Total Public Shareholding (B) = (B)(1)+(B)(2)

32132579

2388597

34521176

55.43

32472162

2074014

34546176

55.47

0.04

TOTAL (A)+(B)

59887843

2388597

62276440

100.00

60202426

2074014

62276440

100.00

 

(C)

Shares held by Custodians and against which Depository Receipts have been issued

0

0

0

0.00

0

0

0

0.00

0.00

GRAND TOTAL (A)+(B)+(C)

59887843

2388597

62276440

100.00

60202426

2074014

62276440

100.00

 

ii) Share Holding of Promoters (Including promoter group)

SI. No.

Shareholder's Name

Shareholding at the beginning of the year 01.04.2018

Shareholding at the end of the year 31.03.2019

% change in shareholding during the year

 

 

No.of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

1

Tata Sons Limited

26,295,264

42.22

0.00

26,295,264

42.22

0.00

0.00

2

Tata Investment Corporation Limited

1,460,000

2.34

0.00

1,435,000

2.30

0.00

-0.04

 

 

27,755,264

44.57

0.00

27,730,264

44.53

0.00

-0.04

iii) Change in Promoter's Shareholding (please specify, if there is no change)

SI. No.

Name of the Shareholder

Date

Reason

Shareholding

Cumulative Shareholding during the year

No. of Shares

% of total Shares of the company

No. of Shares

% of total Shares of the company

1

Tata Investment Corporation Limited*

01-Apr-2019

At the beginning of the year

1,460,000

2.34

1,460,000

2.34

13-Feb-2019

Decrease

(17,829)

-0.03

1,442,171

2.32

15-Feb-2019

Decrease

(7,171)

-0.01

1,435,000

2.30

31-Mar-2019

At the end of the year

1,435,000

2.30

1,435,000

2.30

* part of the promoter group.

Note : Except for the above there is no change in the holding of the Promoter and/ or Promoter Group during FY 2018-19

iv) Shareholding Pattern of top ten shareholders (other than Directors. Promoters )

SI. No.

Name of the Shareholder

No. of shares as on 01.04.2018

No. of shares as on 31.03.2019

Net Changes

% to Capital

1

J P Morgan Funds

1,779,741

800,311

-979,430

1.29

2

Avendus Enhanced Return Fund

361,050

685,790

324,740

1.10

3

Matthews India Fund

0

578,649

578,649

0.93

4

Motilal Oswal Midcap 100 Etf

683,516

547,039

-136,477

0.88

5

Acadian Emerging Markets Small Cap Equity Fund Lic

72,462

546,494

474,032

0.88

6

Tata Young Citizens Fund

607,000

342,000

-265,000

0.55

7

Ishares Core Emerging Markets Mauritius Co

259,235

333,389

74,154

0.54

8

Chetan Jayantilal Shah

350,000

300,000

-50,000

0.48

9

Ups Group Trust

247,200

295,127

47,927

0.47

10

State Bank Of India

107,000

262,000

155,000

0.42

11

Sundaram Mutual Fund A/C

Sundaram Long Term Micro Cap

Tax Advantage Fund Series Iv

158,515

258,485

99,970

0.42

12

The Master Trust Bank Of Japan, Ltd As Trustee Of Jpm BricsS Mother Fund

0

250,630

250,630

0.40

13

Slg International Opportunities.L.P

247,813

247,813

0

0.40

14

Emerging Markets Core Equity Portfolio (The Portfolio) Of Dfa Investment Dimensions Group Inc. (Dfaidg)

268,658

226,824

-41,834

0.36

15

Life Insurance Corporation Of India

772,442

172,892

-599,550

0.28

16

Kotak Equity Arbitrage Fund

299,200

134,800

-164,400

0.22

17

Lakshmi Capital Investments Limited

315,000

96,226

-218,774

0.15

 

*The shares of the Company are traded on daily basis and hence the datewise increase/decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder

v) Shareholding of Directors and Key Managerial Personnel :

SI. No.

Name of the Shareholder

Date

Reason

Shareholding

Cumulative Shareholding

No.of Shares

% of total Shares of the company

No.of Shares

% of total Shares of the company

1

Mr. Madhukar Rajendra Dev

1-4-2018

At the beginning of the year

2200

0.00

2200

0.00

 

Increase/Decrease during the year

0

0.00

0

0.00

31-3-2019

At the end of the year

2200

0.00

2200

0.00

2

Mr. G Vaidyanathan

1-4-2018

At the beginning of the year

104

0.00

104

0.00

 

Increase/Decrease during the year

0

0.00

0

0.00

31-3-2019

At the end of the year

104

0.00

104

0.00

3

Mr. Muralidharan H. V

1-4-2018

At the beginning of the year

100

0.00

100

0.00

 

Increase/Decrease during the year

0

0.00

0

0.00

31-3-2019

At the end of the year

100

0.00

100

0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment:

 

Secured Loan excluding Deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

NIL

NIL

NIL

NIL

i) Principal Amount

NIL

NIL

NIL

NIL

ii) Interest due but not paid

NIL

NIL

NIL

NIL

Mi) Interest accrued but not due

NIL

NIL

NIL

NIL

Total (i + ii + iii)

NIL

NIL

NIL

NIL

Change in Indebtedness during the financial year

NIL

NIL

NIL

NIL

i) Addition

NIL

NIL

NIL

NIL

ii) Reduction

NIL

NIL

NIL

NIL

Net Change

NIL

NIL

NIL

NIL

 

Secured loan excluding Deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the end of the financial year

NIL

NIL

NIL

NIL

i) Principal Amount

NIL

NIL

NIL

NIL

ii) Interest due but not paid

NIL

NIL

NIL

NIL

iii) Interest accrued but not due

NIL

NIL

NIL

NIL

Total (i + ii + iii)

NIL

NIL

NIL

NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and / or Manager:

SI. No.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Mr. Madhukar Dev (MD&CEO)

Amount (Rs in Lakhs)

Amount (Rs in Lakhs)

1

Gross Salary

313.90

313.90

 

a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

 

 

 

b) Value of perquisites u/s 17(2) Income Tax Act, 1961

 

 

 

c) Profits in Lieu of Salary u/s 17(3) of the Income tax Act, 1961

 

 

2

Stock Option

 

 

3

Sweat Equity

 

 

4

Commission

375.00

375.00

 

as % of profit

 

 

 

others, specify

 

 

5

Others, specify (Contributions to PF and super annuation)

34.34

34.34

 

Total (A)

723.24

723.24

 

Ceiling as per Act (5% of the profit calculated u/s 198 of the Companies Act, 2013)

 

2226.30

B. Remuneration to other Directors :

Rs In Lakhs

SI. No.

Particulars of Remuneration

Mr. P. Mc Goldrick

Mrs. Shyamala Gopinath

Prof. M.S. Ananth

Mr.Sudhakar Rao

Mr. N.G. Subramaniam

Mr. Ankur Verma

Dr. Gopichand Katragadda*

Total Amount

1

Independent Directors

 

 

 

 

 

 

 

 

Fee for attending Board / Committee Meetings

2.25

2.40

1.65

1.95

NA

NA

NA

8.25

Commission

92.00

116.00

69.00

75.00

 

 

 

352.00

Others, Please Specify

 

 

 

 

 

 

 

 

Sub Total (1)

 

 

 

 

 

 

 

360.25

2

Other Non - Executive Directors

 

 

 

 

 

 

 

 

Fee for attending Board / Committee Meetings

NA

NA

NA

NA

1.05

0.30

0.30

1.65

Commission

 

 

 

 

-

 

-

-

Others, Please Specify

 

 

 

 

 

 

 

-

Sub Total (2)

 

 

 

 

 

 

 

1.65

Total (1) + (2)

 

 

 

 

 

 

 

361.90

Total Managerial Remuneration (Commission)

 

 

 

 

 

 

 

352.00

Overall Ceiling as per the Act(1 % of the profit calculated u/s 198 of the Companies Act, 2013

 

 

 

 

 

 

 

445.26

* Relinquished the office of Directorship of the Company w.e.f 13-07-2019. C. Remuneration to KMPs other than MD / Manager / WTD :

SL No.

Particulars of Remuneration

Mr. G. Vaidyanathan (Company Secretary)

Mr. H.V.Muralidharan (Chief Financial Officer)

Total

Amount (Rs In Lakhs)

Amount (Rs In Lakhs)

Amount (Rs In Lakhs)

1

Gross Salary

 

 

 

 

a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961

79.93

103.35

183.28

 

b) Value of perquisites u/s 17(2) Income Tax Act, 1961

 

 

 

 

c) Profits in Lieu of Salary u/s 17(3) of the Income tax Act, 1961

 

 

 

2

Stock Option

 

 

 

3

Sweat Equity

 

 

 

4

Commission

 

 

 

 

as % of profit

 

 

 

 

others, specify

 

 

 

5

Others, specify (contributions to PF and Superannuation)

3.43

6.73

10.16

 

Total

83.36

110.08

193.44

PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

There were no Penalties, Punishments or Compounding of Offences during the year ended March 31, 2019.

SECRETARIAL AUDIT REPORT

For the financial year ended March 31, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration  of Managerial Personnel) Rules, 2014]

TO THE MEMBERS OF TATA ELXSI LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Elxsi Limited, (Hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Tata Elxsi Limited's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management, We, hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 generally complied with the statutory provisions listed hereunder and also that the company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minutes' books, forms and returns filed and other records made available to us and maintained by Tata Elxsi Limited for the financial year ended on March 31, 2019 according to the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts ( Regulations) Act, 1956 ('SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign

Direct Investment, Overseas Direct Investment and External commercial Borrowings; (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992("SEBI Act"):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insiders Trading) Regulations, 2015

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

(vi) Other Laws as informed and certified by the management of the company which are specifically applicable to the company based on their sector/industry are:

(a) The Information Technology Act, 2000 and the Rules made thereunder.

(b) Policy relating to the Software Technology Park of India and its regulations

(c) The Indian Copyright Act, 1957

(d) The Patents Act, 1970

(e) The Trade Marks Act, 1999

(f) The Special Economic Zone Act 2005 & the rules made thereunder, (vii) Other Laws:

(a) The Shops and Establishment Act 1953

(b) The Water (Prevention and Control of Pollution) Act, 1974 & Rules there under

(c) The Sexual harassment of Women at Workplace (Prevention, Prohibition& Redressal) Act 2013

(d) The Payment of Bonus Act, 1965

(e) The Payment of Gratuity Act, 1972

(f) The Employees Provident Funds and Miscellaneous Provisions Act, 1952

(g) The Contract Labour (Regulations & Abolition) Act, 1970

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards of The Institute of Company Secretary of India with respect to Board and General meeting

ii. SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

During the period under review and as per the explanation and clarifications given to us and the representations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provision of the Act.

Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions at the Board meeting and committee meeting are carried out unanimously.

We, hereby certify that none of the Directors on the Board of the Company for the Financial Year ending on March 31, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.

We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

 

For Jayashree Parthasarathy & Co.

 

Company Secretaries

 

Jayashree Parthasarathy

 

Proprietrix,

 

FCS No. 4610;CP NO. 1988

Place: Bengaluru

 

Date: April 24, 2019

 

Note: This report is to be read with my letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE: A

TO THE MEMBERS OF TATA ELXSI LIMITED

My report on even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on their secretarial records based on my Audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices followed provide a reasonable basis for my opinion.

3. The correctness and appropriateness of the financial records and Books of accounts of the company have not been verified.

4. Wherever required, we have obtained the Management representation about the compliances of laws. Rules, Regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination is limited to verification of procedure on random test basis.

6. The Secretarial Audit is neither an assurance as to future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Jayashree Parthasarathy & Co

Company Secretaries

Jayashree Parthasarathy

Proprietrix,

FCS No 4610;CP NO. 1988

Place: Bengaluru

Date: April 24, 2019

 

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