Hexaware Technologies Ltd
Directors Reports
TO
THE MEMBERS,
The Directors are pleased to present their Twenty Seventh Annual Report, on the
business and operations of Hexaware Technologies Limited
(hereafter referred to as ‘the Group' or ‘The Company') together with audited
financial statements for the financial year ended December 31, 2019.
The financial statements are prepared in accordance with Indian Accounting Standards
(‘Ind AS').
Financial Performance:
Consolidated Operations:
|
|
(USD million) |
|
FY 2019 |
FY 2018 |
| Income from Operations |
793.26 |
677.67 |
| EBITDA before RSU cost |
125.26 |
112.12 |
| EBITDA after RSU cost |
124.84 |
106.65 |
| Profit from Operations* |
110.18 |
97.14 |
| Profit before Tax |
110.70 |
105.67 |
| Profit after Tax including share in profit of associate |
91.16 |
84.86 |
| Total Customers |
263 |
224 |
| Average account size |
3.02 |
3.03 |
|
|
(Rs. Million) |
|
FY 2019 |
FY 2018 |
| Income from Operations |
55,825.18 |
46,477.62 |
| EBITDA before RSU cost |
8,808.82 |
7,711.93 |
| EBITDA after RSU cost |
8,782.27 |
7,338.19 |
| Profit from Operation* |
7,748.74 |
6,687.64 |
| Add: Exchange Rate Gain (net) |
192.71 |
471.45 |
| Add: Other Income |
89.38 |
105.48 |
| Less: Exceptional Item |
(168.24) |
0.00 |
| Less: Interest |
(74.02) |
(0.42) |
| Profit before share in profit of associate |
7,788.57 |
7,264.15 |
| Add: Share in profit of associate |
4.10 |
1.66 |
| Profit before Tax |
7,792.67 |
7,265.81 |
| Less: Provision for Taxation |
1,379.24 |
1,431.18 |
| Profit after Tax |
6,413.43 |
5,834.63 |
| Other Comprehensive Income (OCI) |
371.07 |
122.22 |
| Total Comprehensive Income |
6,784.50 |
5,956.85 |
*excludes Exceptional items, Exchange Rate Difference, Interest, Other Income and
Provision for Taxation
India Operations:
|
|
(Rs. Million) |
|
FY 2019 |
FY 2018 |
| Income from Operations |
21,409.11 |
17,940.25 |
| EBITDA |
6,341.50 |
5,470.42 |
| Profit from Operations * |
5,731.59 |
4,976.35 |
| Less: Exchange Rate (Gain) / Loss (net) |
(336.53) |
(516.82) |
| Less: Interest |
0.42 |
0.28 |
| Add: Other Income |
28.67 |
24.95 |
|
|
(Rs. Million) |
|
FY 2019 |
FY 2018 |
| Less: Exceptional Items |
5.21 |
|
| Profit before Tax |
6,091.16 |
5,517.84 |
| Less: Provision for Taxation |
1,015.83 |
988.25 |
| Profit after Tax |
5,075.33 |
4,529.59 |
| Add : Balance brought forward from previous year |
9,553.14 |
7,948.96 |
| Add: Other Comprehensive Income / (loss) (OCI) |
(147.83) |
33.00 |
| Add: Transfer from Special Economic Zone Reinvestment Reserve |
874.10 |
297.25 |
| Balance available for appropriation |
15,354.74 |
12,808.80 |
| Less: Appropriation |
|
|
| Interim Dividend including tax on dividend |
3,054.31 |
2,506.03 |
| Transfer to Special Economic Zone Reinvestment Reserve |
397.64 |
749.63 |
| Balance carried to Balance Sheet |
11,902.79 |
9,553.14 |
Results of Operations
a) Consolidated operations:
Income from operations increased to H55,825.18 million in FY 2019 from H46,477.62
million in FY 2018, growth of 20.1%. The growth in Dollar terms was 17.1%, reaching USD
793.26 million in FY 2019 from 677.66 million in FY 2018. Revenue in constant currency was
USD 801.30 million in FY 2019, growth of 18.2 %. Growth was driven largely by volume
increase and increase on acquisition of Mobiquity Inc. effective June 13, 2019.
EBITDA after RSU costs increased to USD 124.84 million in FY 2019 compared to USD
106.65 million in FY 2018, growth of 17.1%. In INR terms it saw growth of 19.7% and
increased to H8,782.27 million in FY 2019 compared to H7,338.19 million in FY 2018.
Profit from Operations (profit before Exchange rate difference, Interest, Other income,
exceptional item and Provision for taxation) was at H7,748.74 million in FY 2019 as
against H6,687.64 million in FY 2018, growth of 15.9%.
Profit before tax grew 7.3% to H7,792.67 million in FY 2019 compared to H7,265.81
million in FY 2018.
Profit after tax stood at H6,413.43 million in FY 2019 as compared to a profit of
H5,834.63 million in FY 2018, growth of 9.9%. PAT margins in Rupee terms were at 11.5% in
FY 2019 compared to 12.6% in FY 2018.
Material changes from end of financial year till date of report
There are no material changes and commitments, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company to which
the financial statements relate and the date of the report.
Company's major achievements in FY 2019
The Company's investments in building the growth momentum has started paying off with
the Group achieving growth, both in revenue as well as in profits.
• In FY 2019, growth in revenue was 20.1% in INR terms and 17.1% in USD terms
compared to FY 2018.
• EBITDA after ESOP/RSU cost growth in FY 2019 was 17.1% in USD terms and 19.7% in
INR terms during the year FY 2019.
• Profit for the year grew at 7.4% in USD terms and 9.9% in INR terms.
• Diluted EPS grew by 10% in FY 2019 over FY 2019.
• Return on net-worth continues to be at 25%.
The Group on June 13, 2019 acquired 100% equity in Mobiquity Inc. and its subsidiaries
(together referred to as Mobiquity) for a total consideration of US$ 182 million.
Mobiquity Inc. is headquartered in the US and with a global presence across 3
continents, Mobiquity is a customer experience consulting firm that specializes in
creating frictionless multi-channel digital experiences using cloud technologies.
The Company is expected to leverage Mobiquity's capability in customer experience
transformation and cloudification. Further the Company is expected to benefit from
Mobiquity's customer base in multiple vertical including Banking & Financial services
and Healthcare & Insurance verticals.
Purchase price has been allocated as set out in note 6(a) of the Consolidated Financial
Statements.
In FY 2019, the Company added 1 client to the $20-$30 million category, 4 in the
$10-$20 million category, 2 in the $5-$10 million category. Significant expansion in the
$1-$5 million revenue category was a real highlight for the Company. Overall the Company
added 30 clients in the > $1M category.
Revenue from top 5 customers has increased by 6%, from next 5 increased by 11% and from
next 10 increased by 29%. The Company is poised to see the shaping of pyramid.
b) India operations:
In FY 2019, the revenue of the standalone legal entity increased by 19.3% to H21,409.11
million in comparison with revenue of H17,940.25 million in the previous year. The net
profit after tax was H5,075.33 million as compared to H4,529.59 million in FY 2018 showing
growth of 12%.
Share capital
The paid-up Share Capital of the Company as on December 31, 2019 was H596.77 million
comprising of 298,384,321 Equity Shares of H2/- each. During the year 10,23,332 shares
were exercised under different ESOP schemes.
The market capitalization of the Company as on December 31, 2019 was at H99,869.23
million (USD 1,399.02 million). The market capitalization is calculated on the basis of
closing price of H334.70 on the National Stock Exchange.
The Standalone total other equity increased to H18,916.32 million as compared to
H16,776.08 million as of FY 2018, increase of H2,140.24 million
The Consolidated other equity increased to H27,057.86 million as compared to H23,323.93
million as of FY 2018, increase of H3,733.93 million.
The Securities premium reserve balances stood at H3,846.22 million.
The balance of the Retained earnings after the appropriations for the year is
H11,902.79 million on standalone basis. On consolidated basis, the balance in the Retained
earnings stands at H27,057.86 million.
Forex Mark-To-Market: The year-end cash flow hedging reserve (net of tax) stood at
profit of H226.06 million, as compared to loss of H14.86 million in the previous year
recognised in accordance with the hedge accounting provision of Ind AS 109 Financial
Instruments. As at December 31, 2019, the Company has balance of H807.77 million in
Employee stock named as Share options outstanding a reserve being amortisation of
compensation cost of RSU's granted to the employees of the Group.
There was no transfer to General reserve during the year. The general reserve balance
as at end of the year is H2,117.71 million
Dividend
During FY 2019, the Company paid four interim dividends on equity shares, Q4 2018 H
2.50 (125%), Q1 2019 – H2.50 (125%), Q2 2019 – H1.50 (75%), Q3 2019 – H2.00
(100%) totalling to H8.50 per share (425%).
The Board of Directors at its meeting held on February 11, 2020 recommended final
dividend of H2.50 (125%) for the year ended FY 2019, with this total dividend declared for
FY 2019 aggregated to H8.50 (425%) per share.
The total dividend declared and paid in FY 2019 on account of interim dividend &
tax thereon amounts to H3,054.31 million.
The break-up of dividend paid during FY 2019 is as under:
|
|
|
|
|
(Rs. Million) |
|
Q1 |
Q2 |
Q3 |
Q4 |
Total |
| Dividend |
744.26 |
745.03 |
447.51 |
596.74 |
2,533.53 |
| Tax |
152.98 |
153.14 |
91.99 |
122.26 |
520.78 |
| Total |
897.24 |
898.18 |
539.49 |
719.40 |
3,054.31 |
Particulars of loan, guarantee or investments
Loan, guarantees and investments covered under section 186 of the Companies Act, 2013
form part of the notes to the financial statements provided in this Annual Report. Please
refer note no. 6A, 6B, 9A, 9B, and note no. 25 of Standalone Financial Statements.
Subsidiaries and associates
During FY 2019, Company has acquired Mobiquity Inc for a total consideration of $182
million. Headquarter of Mobiquity is in the US, and it has global presence across 3
continents, Mobiquity is one of the largest independent customer experience consulting
firms that specializes in creating frictionless multi-channel digital experiences using
cloud technologies.
Mobiquity creates awesome digital products for some of the most well-known brands in
the world, such as Amazon Web Services, Rabobank, Philips, Wawa, Backbase and Otsuka.
Mobiquity is one of the very few Digital Customer Experience Consulting Partners for AWS
and is experts at leveraging some of the most sophisticated capabilities of AWS.
In accordance with Section 129(3) of the Companies Act, 2013, consolidated financial
statements of the Company and all its subsidiaries, forms part of the Annual Report.
Further, a statement containing the salient features of the financial statement of our
subsidiaries in the prescribed format AOC - 1 is appended as Annexure 1 to the
Board's report. The statement also provides the details of performance, financial
positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited financial statements of each of its subsidiaries, are available on our
website www.hexaware.com.
Cash Flow
The cash generated from operations in FY 2019 was H5,963.84 million. The Company has
invested H1,296.25 million in property, plant and equipment and intangible assets, mainly
for new development centre in Chennai and Pune. Further, the Company also invested
H8,859.18 million for acquisition of Mobiquity Inc. During the year, the Company paid
dividend including dividend tax of H3,054.31 million.
The Company has received H1.63 million from issue of shares. The Subsidiary has
borrowed H1,410.53 million during the year. As of December 31, 2019 the cash position of
the Company was H2,528.43 million including the restricted bank balance equivalent
to USD 35.42 million. The total cash & cash equivalent balance was at H2,316.43
million equivalent to USD 32.45 million.
Business Strategy – The details on Business Strategy are provided on page 114
of the Annual report.
Delivery Centers
India based Global Delivery Centers
Mumbai:
The Company has two Offshore Development Centers (ODCs) at Millennium Business Park in
Mahape, Navi Mumbai. One of these is the registered office of the Company. Both these
ODC's houses has around 1,100 employees.
The Company's BPS arm operates out of three service centers in the same complex, with
around 1,200 employees providing BPS services to its global clients in shift mode.
The Company has also taken premises on long-term lease for its IT and BPS operation in
the SEZ facility named Loma IT Park, Ghansoli, Navi Mumbai with seating capacity of around
2,500 employees including for BPS operations. There are around 1,900 employees working
from this center.
Chennai:
There are around 5,000 IT Professional employees working from the Company's 27acre
campus in Chennai. This campus houses has employee-friendly amenities like recreation
center, library and gymnasium facilities – offering plenty of avenues for relaxation
and rejuvenation as well as knowledge enhancement through Hexavarsity – the Company's
in- house Learning and Development University.
Currently seating capacity is expanded to 5,500 seats in Phase 1. The Company has also
constructed Phase 2 with additional 3,300 seats.
The BPS arm also operates out of another two facilities in Chennai of which one is in
SEZ unit with seating capacity of 1,650. The combined strength of around 1,200 employees
operates from the facilities.
Pune:
In Pune, the Company has its own SEZ campus at Hinjewadi. The first phase of this
campus has seating capacity of 1,450 seats. Around 1,300 IT and BPS employees are
currently operating from this campus. Mobiquity Softech Private Limited, the subsidiary
company, also has office in Pune which has seating capacity of around 170 employees and
around 120 employees are working from this location
Noida:
The Company has a Delivery Centre at Noida. It has seating capacity of 70 employees.
This delivery Centre is in operation at its 100% capacity.
Bengaluru:
This facility in the India's IT capital of Bengaluru has capacity of 83 seats. This
delivery Centre is in operation at its 100% capacity.
Nagpur:
The Company owns 20 acres of land in MIHAN SEZ, Nagpur, a tier II city. This facility
is currently operational with around 630 BPS employees and has seating capacity to
accommodate 1,300 professionals in different shifts.
Ahmedabad:
Mobiquity Softech Private Limited, the subsidiary company, has office in Ahmedabad
which has seating capacity of around 250 employees and around 184 employees are working
from this location.
Coimbatore:
Hexaware BPS arm has a facility in Coimbatore with seating capacity of 256 employees
and around 58 BPS employees are working from this facility for providing BPS services to
its global clients in shift mode.
Overseas Global Delivery Centers
New Jersey (USA)
The Company has GDC at New Jersey, USA with seating capacity of 64 employees and
currently 57 IT Professional Employees are currently working from this delivery center.
Alpharetta, GA (USA)
The Company has GDC at Alpharetta in the state of Georgia, USA with seating capacity of
99 employees and currently 36 IT Professional Employees are currently working from this
delivery center.
Dunwoody, GA (USA)
The Company has GDC at Dunwoody in the state of Georgia, USA with seating capacity of
around 400 employees and currently around 175 IT and BPS employees are working from this
delivery Centre.
Reston, Virginia (USA)
The company has delivery centre at Sunrise Valley in the state of Virginia with seating
capacity of 70 and currently 70 IT Professional employees are working from this delivery
Centre.
Waltham, MA (USA)
Mobiquity has GDC at Waltham, MA, USA with seating capacity of 50 employees and
currently around 32 employees are working from this GDC.
Gainesville, FL (USA)
Mobiquity has GDC at Gainesville, FL, USA with seating capacity of 60 employees and
currently around 46 employees are working from this GDC.
New York, NY (USA)
Mobiquity has GDC at Gainesville, FL, USA with seating capacity of 15 employees and
currently around 06 employees are working from this GDC.
Wayne, PA (USA)
Mobiquity has GDC at Wayne, PA, USA with seating capacity of 56 employees. This
delivery Centre is in operation at its 100% capacity.
San Francisco, CA (USA)
Mobiquity has GDC at San Francisco, CA, USA with seating capacity of 15 employees and
currently around 06 employees are working from this GDC.
Seattle, WA (USA)
Mobiquity has GDC at Seattle, WA , USA with seating capacity of 12 employees and
currently around 05 employees are working from this GDC.
Mexico
The Company has a strong presence in Mexico with a near-shore Delivery Centre at
Saltillo with employee's seating capacity of 679. While Mexico offers cost competitiveness
compared to the United States of America, the country also provides immense benefits in
the form of same time zone, enables immediate response and access to a vast talent pool
and an untapped emerging market. The Company intends to leverage its near shore Delivery
Centre to cater to several global clients as an addition to the other existing options of
continuing operations in the USA or in the Company's locations in India. Currently around
600 IT and BPS Professional Employees are working from this delivery Centre.
Company also have GDC at Monterry, Mexico with seating capacity of 137 and currently
104 IT Professional employees are working from this delivery Centre.
Amsterdam (Netherlands)
The Company has GDC at Amsterdam with seating capacity of 12 and currently 06 IT
Professional employees are working from this delivery Centre.
Mobiquity also has office at Amsterdam with seating capacity of 114 employees and
currently around 220 employees (including employees working onsite) are working from this
office.
Warsaw (Poland)
The Company has GDC at Warsaw in Poland, with seating capacity of around 60 employees
and currently around 35 IT and BPS employees are working from this delivery Centre.
Tver (Russia)
The Company has center in Russia for its BPS operation which has seating capacity of
156 Employees. Currently around 106 employees are working from this location for providing
BPS Services to Global Client.
Dubai
The Company has GDC at Al Quds, Dubai. Currently around 90 BPS employees are working
from this delivery Centre at Dubai.
China:
The Company has center in Guangzhou and Shanghai at China for its BPS operation with a
small office.
Singapore
The Company has GDC at Singapore. Currently around 60 employees are working from this
delivery Centre (including employees working onsite) at Singapore.
Hong Kong
The Company has GDC at Hong Kong. Currently around 20 employees are working from this
delivery Centre (including employees working onsite) at Hong Kong.
Metro Manila (Philippines)
The Company has center in Philippines for its BPS operation which has seating capacity
of 70 Employees. Currently around 48 employees are working from this location for
providing BPS Services to Global Client.
Australia
The Company has GDC at Australia. Currently around 40 employees are working from this
delivery Centre (including employees working onsite) at Australia.
Japan
The Company has Global Delivery Centre (GDC) at Japan. Currently around 30 employees
are working from this delivery Centre (including employees working onsite) at Japan.
Human Resource Capital
Human Resource Capital and the value that it creates forms a big part of Company's
growth story. The industry today is changing rapidly with automation and digitization
being the buzzwords. The focus of the Company has been to leverage digital re-imagination
to drive growth and efficiency of business models, products and services, business
processes as well as the workplace. This helps the Company to deliver a superior
experience to every key stakeholder, viz. customers, employees, investors and the
community at large.
Exceeding customers' expectations requires a high level of focus, competence and
technical expertise. The Company strengthened its recruitment efforts through continued
employee referrals, job fairs, social media & campus recruitment drives. Over the last
year, the Company has added 3,794 employees, taking the total strength to 19,999 from
16,205 at the end of the previous year. The Company is focused towards attracting and
retaining high calibre employees through comprehensive Hiring and on-going Deployment
processes. The Gender Diversity of Company is more evident now with a healthy 31% of our
workforce being women.
The Company conducted the EMPPOWER survey, an employee engagement survey in
collaboration with Great Place to Work. The Company has invested in building a better
workplace and the survey analysis will help the Company to precisely measure the
underlying level of trust within the Company and help it to take steps to improve the work
environment through the qualitative and quantitative data that the Company has collected.
The EMPPOWER survey closed with a good response and resulted in 66% positive employee
experience on the overriding statement. The rating on the engagement index also increased
to 65% from 60% in FY 2018.
The Company is committed to remain focused on its journey to be in the ranked list of
Great Places to Work and this year's rating will further boost the chances and help the
Company make measurable and impactful changes for employee engagement and welfare.
Talent Management - Asset Development
The Company believes that great talent is the biggest source of competitive advantage.
Keeping its talent pool at the centre of all the management strategies is the prime focus.
And the senior leadership team is clear in its expectations from the vast reservoir of
talent that the company has.
The company's focus is to develop a strong and internal pipeline of talent and to
provide a platform for talented individuals to shine, innovate and create value for our
clients. The company is abreast of the emerging market trends and is at the fore front of
AUTOMATE EVERYTHING™, CLOUDIFY EVERYTHING™, TRANSFORM CUSTOMER
EXPERIENCES™.
One of the initiatives that helps us tap into the collective intelligence of our talent
is Brainbox, which is a platform for our consultants to post ingenious ideas that go a
long way in helping our customers save time and money.
The Company believes that Appreciation propels people to give their best at work and
our robust Rewards & Recognition (RNR) portal bears testimony to that. Managers can
nominate deserving employees for any of the awards such as Spot/Ace/ Star awards, best
debutant and best team etc. Winners are guaranteed global recognition in the Hexaware
world. RNR is also linked to our Performance Management System. Our new Project End
Feedback system ensures that consultants get feedback for every project that they work on
and are aware of their areas of improvement.
To help smoothen the process of Performance Management System (PMS) and to familiarize
our people with the nuances of our tool, the Company has regular connect sessions and
specific learning modules designed by the HR team. The PMS also has the functionality to
identify future talent needed by the organization and a pipelined approach to groom the
future leaders of the Company in collaboration with our Learning and Development arm:
Hexavarsity. The Company helps to hone the skills of consultants through various training
interventions at the organization level, regular Hackathons organized by our service
partners as well as the Technical Competency Development Program (TCDP), which focusses on
aligning the technical skills of our people to their specific roles.
The company focusses on Talent Management through interventions at every step of the
way, right from Hiring to Retention. The Company focus on holistic employee development
through our effective performance management system that is a structured and streamlined
process to objectively evaluate one's performance against goals that are defined at the
start of the year. In our quest for consistency and excellence, we continue to reward our
top performers through our Hexaware- High Performance Club program, the membership to
which is restricted only for 10% of our top achievers.
Employee Engagement is a binding force that help the Company work on a global platform
and the Company also understands the need to connect with the Hexaware world on a global
platform and our internal social networking tool, Facebook@ Work helps us to collaborate,
brainstorm, provide real-time feedback and communicate with our leaders directly. Our
Fun@Work activities throughout the year help our consultants to relax, rewind and
rejuvenate themselves. Some of the activities include, programs by Funsters group, project
outings, project lunches, activities that are geared toward team bonding and strengthening
our common goal of working together as one Hexaware despite being spread out in various
locations worldwide.
The Company's new developmental programs such as Mavericks, Hexaware Future Leaders and
Hexaware Future Executives help employees visualise their career roadmap and make use of
the plethora of opportunities that allows them to perform their roles to perfection. The
Company's Talent Management approach is to bring about transformation and growth
opportunities for consultants keeping in mind the evolving industry trends and our people
practices pivots on a culture that embraces and nurtures talent, rewards top performance
and focusses on Customer delight.
Talent Acquisition
In the highly competitive environment for talent supply, a sharp focus on managing
Talent acquisition, development and retention is vital for sustainable talent supply.
During the year, the company made significant progress on this front and launched several
new initiatives for talent acquisition.
In North America, which is our largest market, direct sourcing now constitutes more
than 20% of our supply, it helps to save vendor costs for acquisition. The Company has
also launched a Supplier Development program in North America to increase our sourcing
reach in the market. In India, we increased our proactive hiring for fast moving skills
and leverage sourcing partners for high volume areas.
The Company is also investing in smart technologies to improve talent acquisition and
achieve higher velocity. During the year the Company has implemented new solutions for
automated screening, candidate interviews and referral generation to name a few.
We take pride in our continued focus on employee retention. The Company's efforts to
make Hexaware as Great Place to work with a strong focus on employees' career aspirations,
rewards & recognition helped to reduce the annualized attrition rate to 15.8% in
Q4-2019 from 17% in Q4-2018. Recognizing the fact that the workforce lives your brand, the
HR team has embarked on a major re-branding exercise to build an engaging organization.
For Making Hexaware a Great Place to Work, Company has launched an Employee Assistance
Program by partnering with a counseling service provider (1 to 1 Helpnet) to provide
professional counseling services to the employees.
To sustain our human capital strategy, the company has built human capital indicators
with increased focus on accountability and ownership from all with inputs from our
leadership team so as to bring about greater accountability and actively participate in
the decision-making process that impacts our people. "The HR shared services" is
SLA driven and primarily handles administrative tasks besides providing consultancy and
high level support to all the arms of our business.
The Corporate HR team includes Centres of expertise catering to functional areas such
as:
• Compensation and Benefits
• People processes and policy design
• Organizational capability development
• Talent acquisition (Leadership hiring and Campus Hiring)
Information Security
Information Security, also referred as Cybersecurity gets discussed nowadays at the
board meetings due to its importance to IT Industry, digital transformations and new
technology adoptions. The governance and management of Information Security is of
paramount importance to the Company being its business enabler. Beyond compliance to laws,
regulations, global standards and industry best practices, the expectations of the
customers focus on capability to managing dynamic landscapes of threats and
vulnerabilities to ensure Information Security assurance. In order to align the business
operations of the Company with the frontline Industry, substantial investments had been
made for secured technology adoption of cloud, virtualization, innovation, Artificial
Intelligence, Robotics, Machine Learning, Deep Learning, Digital Transformation,
Automation and more. The advantage of such investments by the Company in information
security through latest tools, systems and devices provides competitive advantage as well
as Nextgen and Hybrid security cover to business operations of the Company.
Information security management through Confidentiality, Integrity and High
Availability are being time tested by external certification audits and assessments
throughout the year as per the process managements of ISO and Industry standards. The
governance review of Information security management encompasses all measures recommended
and expected by the international standards, legal and regulatory requirements and also
the customer contracts. Initiatives on digitization, automated exploration of operational
security parameters, Vulnerability and Threat intelligence, risk hunting and risk
discovery through vulnerability detection / sensors have strengthened the security and
minimized the risk during the year elapsed. Continuous Improvement on regulatory
compliance related to GDPR, alignment of business processes with Privacy Laws of different
countries and entities, adoption of latest industry best practices and frameworks to
strengthen the security program were also highlights of the elapsed year. Cyber Security
resilience to manage various technical, man-made, natural and perceived threat scenarios
are part of Company's business continuity management program and the certification journey
of the company to get accredited with ISO22301, the global standard for Societal Security
is underway. Role based security education and timely awareness on emerging security
challenges find a planned evangelization of security trainings imparted to the employees,
contractors and associated resources.
Quality Assurance
The Company has sustained its commitment to the highest levels of quality,
best-in-class agile processes, robust information security practices and mature business
continuity processes that have collectively helped achieve significant milestones during
the year. While sustaining existing external benchmarks and certifications, the Company
has added new certifications and further enhanced its programs and initiatives -
specifically on GDPR and Business Continuity.
The Company continues to adhere to international quality standard certifications such
as ISO 9001-2015, ISO 27001:2017, ISO 20000-1:2011, CMMI - DEV Ver 1.3 - Level 5, ISAE3402
and SSAE16 SOC-2 Type II.
The Company commissioned a survey on customer delight for FY 2019 by Feedback Insights,
an independent market research firm to capture customer expectations and measure customer
experience. On a scale of -100 to 100, the Company scored 69.9 as against an industry
score ranging from 36.8 to 76. Over the last 5 years, there is significant improvement
across key business metrics.
Benefits to customers:
"Brain Box" is the platform to encourage the employees to bring their ideas,
value addition to our customers and systematically mange the ideation process.
The Company consistently continues to harnesses the power of knowledge gained by its
employees working on their customer accounts, by encouraging them to create &
implement value additions through BrainBox.
In FY 2019, 64% of the employees have proudly participated in this initiative and have
posted over 1167 ideas proposing value additions under categories like automation,
productivity improvement, financial savings and accelerate the time to market the
customer's products and services. 766 of these ideas have been successfully delivered
generating savings of over USD 23.52 million and around 298,428 hours of effort saved last
year, which is being approved by esteemed customers of the Company. BFS is on top vertical
for implementing 241 CVAs followed by H&I 209 and M&C 144. ADM 308, BIBA 129 and
ES 113 remain the top competencies/ technologies used by teams to deliver higher number of
CVAs to customers in FY 2019. The total cost saved in FY 2018 was $17.64 millions whereas
in FY 2019, the cost saved is $23.52 millions. The count of implemented CVAs has increased
in FY 2019 under various categories; Financial Saving 376, Market Ideas 28, Productivity
733, Time to market 30.
Brain Box platform has promoted the culture of deep expertise, value creation attitude,
extraordinary proficiency in the customer's business function, technical engineering,
knowledge sharing and problem-solving approach thereby identifying and delivering values
to the customers at no extra cost. Through a structured governance and rewards program,
Hexaware suitably rewards its employees' passion and best values adds on quarterly basis,
which is personally driven by the CEO, leading to larger percentage of employees
participating voluntarily in this initiative.
The customers / clients have benefited as a result of the fewer defects, reduction in
cycle time and improved delivery capabilities. The Company has provided value-additions
through improvement in the performance of the systems that have been outsourced, a
reduction in the problems and failures, and improved stability. This has resulted in high
levels of customer satisfaction and repeat business. Implementing the processes has
trained the organization and people to be methodical and process-driven. The Company has
introduced and improved upon best-of-breed industry practices and standards leading to
improved delivery capability. Focus on quality has led to lower costs and improved
efficiency within the organization.
Customers have benefited as a result of the high quality of delivery and support,
stringent information security practices and flexible and proactive approach. The
Company's understanding of customer's business and technology landscape enables it to
provide comprehensive multi-service solutions along with cost reduction for the customer.
This has resulted in high levels of customer delight and repeat business. Implementing the
best in class processes and providing training on it has enabled the organization and
people to be methodical and process driven. The usage of latest technologies and industry
best practices has improved delivery capability and added business value. Focus on quality
and automation has resulted in cost reduction and improved productivity within the
organization.
Company focused on Corporate Governance
The Company provides utmost importance to best Corporate Governance practices which are
designed to act in the best interest of its stakeholders. The fundamentals of Corporate
Governance at the Company includes transparency, accountability, integrity, Independence,
ethical corporate behaviour and fairness to all stakeholders like employees, customers,
vendors, investors and the society at large.
The Company's Board of Directors comprises eminent professionals in their respective
fields with rich experience in policy-making and strategy formulation. All the major
committees of the Board are headed by Independent Directors, and the Company has followed
Cadbury Committee's and Kotak Committee recommendation of having two different individuals
as Chairman & CEO for several years. The Company was the winner of the prestigious
Golden Peacock Award for excellence in Corporate Governance for the year FY 2011, FY 2015
and FY 2018 and won the Special Commendation in FY 2009 and FY 2013.
In compliance with Regulation 34 of the Listing Regulations, a separate report on
Corporate Governance along certificate from the Auditors on its compliance, is attached
and forms part of this Report.
Risk Management
As a global enterprise, the Company is exposed to a range of external as well as
internal risks. In order to efficiently manage the risk and to identity and mitigate the
risk the Company Enterprise Risk Management (ERM) framework is in place.
The Company has constituted a Strategy and Risk Committee of the Board to assist the
Board in fulfilling its responsibilities with regard to the identification, evaluation and
mitigation of operational, strategic and environmental risks.
The Strategy and Risk committee is Risk Management Committee pursuant to provisions of
SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
The details of risk faced by the Company and mitigation measures are discussed in
detail in the Management Discussion and Analysis section of this Annual Report.
Insurance
In today's environment, Company's Business, Assets, Directors & Officers, Employees
are exposed to financial risks mainly arising out of claims from customers, third parties,
regulators, employees as well as stakeholders. In order to mitigate the financial impact
that can emanate from such unforeseen risks, the company sufficiently insures itself under
various policies like Workers Compensation and Employers Liability, Commercial General
Liability, Errors & Omissions, Cyber Liability, Crime, Employment Practices Liability,
Directors & Officers Liability, Property Insurance to name a few. Given the evolving
nature of the business and the associated risks, individual policy needs and coverage are
reviewed on an ongoing basis and changes are effected as deemed prudent. Additionally, the
Company has also taken Insurance for employees and their dependents to safeguard the
financial interests of the employees and their families in case of unforeseen events like
hospitalization, accident and death.
Internal Financial Control Systems
As a global enterprise, large number of employees, consultants, suppliers and other
partners collaborate with Company to provide services to our customers. Strong internal
controls and scalable processes are imperative to manage the global scale of operations.
The Company has proper and adequate system of internal controls commensurate with the
size, scale and complexity of its operations. These controls ensure transactions are
authorized, recorded and reported correctly and assets are safeguarded and protected
against loss from unauthorized use or disposition. In addition, there are operational
controls and fraud risk controls, covering the entire spectrum of internal financial
controls. An extensive program of internal audits and management reviews supplements the
process of internal financial control framework.
The internal auditor monitors and evaluates the efficiency and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal auditor, process owners undertake corrective action in their respective
areas and thereby strengthen the controls. Significant audit observations and corrective
actions proposed to fix the observations are presented to the Audit Committee of the
Board.
Further details regarding internal financial Control are included in the Management
Discussion and Analysis, which form part of this report. Report of statutory auditor on
the internal financial control is also included in this report on page 179.
HexaVarsity
The Company continues its strong focus and thrust on talent development to ensure that
our work force stays cutting-edge and deliver high value for our customers. Hexavarsity,
our in-house, varsity leads this critical initiative for the Company, designing and
delivering innovative programs to build the necessary capabilities from all talent
channels. Our mission is ‘to create an environment that motivates learning and
empowers employees to grow and succeed in their chosen career path relevant to the
business'.
Talent Transformation
‘Evolve' is our next-gen talent transformation program launched in late FY 2018.
Evolve is the industry-best program, focused on creating comprehensive role-based
capabilities, backed by a stringent assessment that certifies people as ‘Fit for a
Role'. The program has been highly appreciated by our customers and employees and won a
prestigious Innovation Award this year for making measurable impact and unlocking desired
outcomes.
During the year, the Company launched several initiatives to encourage employees to
embrace ‘Evolve', kick start their upskilling process and raise the potential of our
employees. The goal is to have every consultant in the Company complete at least one
Foundation and one Advance certification by next year. The program coverage continues to
be expanded to cover more functions in the organization, provide a learning path and
improve career options for our employees. During the year new Role based certifications
were added for Global Bid Management and Recruitment functions.
Behavioral Development
During the year, Hexavarsity acquired in-house capabilities for a specialist tool based
Behavioral Assessments. Our teams are now certified in the assessment methodology and tool
and we are applying behavioral assessments to improve functional team dynamics and
recruiting middle and senior level talent for the organization.
Communication Development
With the increase of agile based delivery, traditional customer interaction models have
changed. It is important to develop communication skills in the work force and equip them
well for customer connects. To enable this, the Company has launched a
"Toastmasters" chapter in Chennai and Mexico. The initiative has been well
received by our associates and we are seeing an active participation in the forum by our
employees.
Campus Programs
To meet our growing demand for talent and improve workforce mix the Company has further
strengthened the Campus intake and development programs during the year.
The Company has also strengthened Campus Sourcing, with a focused Campus team to build
deep Campus connects to attract the best Campus talent for the company both in India and
the USA.
Besides technical talent development from the Campus, the company also made a strong
focus on new management talent from the Campus
Fresher Training Program (FTP)
Fresher Training Program (FTP) was re-branded as ‘Mavericks Program' and launched
in June 2019. The Company have made significant changes to the program during the year. A
strong mentorship program, regular HR connect, and a unique onboarding experience are some
of the changes introduced this year. The Mavericks Program is designed around
‘Learning to Learn' and ‘Learn by Doing' and further enhanced with Gamification
experience for the millennials. The Mavericks program covers industry best Soft &
Behavioral skills training, a strong foundation of Full-Stack Agile training and
Competency specific trainings all backed by a rigorous assessment to ensure steady
pipeline of fresh talent into the organization. The Company also piloted a batch of Full
stack Agile training in the USA during the year to build another supply chain of talent
for the North American market.
Senior Management Trainee Program
The Company has re-branded our Senior Management Trainee Program as "Hexaware
Future Leaders" program and the Management Trainee Program as "Hexaware Future
Executives" during the year and designated a mentor to nurture and develop a
long-term supply chain of management talent for the Company. The program and the outcomes
have been well appreciated by our units and we see a strong demand for more in the coming
years.
Professional Certifications
The company also continues to invest on external certifications for its consultants.
Related party transactions
During the financial year 2019, the Company has entered into transactions with related
parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014, all of which were in the ordinary
course of business and on arm's length basis and in accordance with the provisions of the
Companies Act, 2013, read with the rules issued thereunder and the SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee and Board. The
policy on Related Party Transactions is uploaded on the Company's website.
Policy on dealing with related party transaction is available on the website of the
Company. http://hexaware.com/investors/ Policy on determining material subsidiaries of the
Company is available on the website of the Company. http://hexaware.com/ investors/
The details as required to be provided under Section 134(3) (h) of Companies Act, 2013
are disclosed in form AOC-2 as
Annexure 2 and forms part of this Annual Report
Employee Stock Option Plans (ESOP)
The Company has introduced various employee stock options plans/restricted stock unit
plans from time to time to motivate, incentivize, attract new talent and inculcate the
feeling of employee ownership, and reward employees of the Company and employees of
Subsidiaries. The Nomination and Remuneration Committee administers these plans. The stock
option plans are in compliance with Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 ("Employee Benefits Regulations") and there
have been no material changes to these plans during the financial year.
No employee was issued stock options during the year equal to or exceeding 1% of the
issued capital of the Company at the time of grant.
During FY 2019, following were the exercise made by employees and grant made to
employees/director under ESOPs:
10,23,332 options were exercised and the Company allotted 10,23,332 equity shares of
H2/- each (face value) to the employees on such exercise. These shares have been listed on
the BSE Limited and National Stock Exchange of India Limited.
18,27,746 Restricted Stock Units (RSUs) were granted under 2015 scheme during FY 2019
as explained below:
• January 30, 2019 - 26,350 RSUs.
• April 24, 2019 – 52,100 RSUs.
• August 08, 2019 – 14,72, 750 RSUs.
• October 23, 2019 – 2, 76, 546 RSUs.
Details of the shares issued under Employee Stock Option Plan (ESOP), and also the
disclosures in compliance with Rule 12 of Companies (Share Capital and Debentures) Rules,
2014 and Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 are available on the website of the company at the following link :
http://hexaware.com/investors/
Fixed deposits
During the year under review, the Company did not accept or invite any deposits from
the public.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information relating to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 is annexed and forms part of the report.
Insider Trading Regulations
Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015
(as amended from time to time), the Company has formulated a Code of Conduct on
Prohibition of Insider Trading (‘Insider Trading Code') and a Code of Practices and
Procedures for fair disclosure of Unpublished Price Sensitive Information (‘Fair
Disclosure Code') which are in force. The Fair Disclosure Code is available on the website
of the Company at the following link : http://hexaware.com/investors/
Dividend Distribution Policy
The Dividend Distribution Policy containing the requirements mentioned in Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is available on the website of the company at the
following link : http://hexaware.com/investors/
Management Discussion and Analysis Report
A detailed analysis of the Company's performance is disclosed in the Management
Discussion and Analysis Report, which forms part of this Annual Report
Investor Education and Protection Fund (IEPF)
Details of unclaimed Dividend and Shares transferred to IEPF during FY 2019 are given
in Corporate Governance Report.
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors
confirm the following:
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there were no material departures;
(b) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care 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;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors, have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
Directors and Key Managerial Personnel
During the year following Directors ceased to be Directors of the Company pursuant to
completion of second term of appointment as an Independent Director:
1. Mr. Basab Pradhan (DIN 00892181) w.e.f June 08, 2019
2. Mr. Christian Oecking (DIN 03090264) w.e.f June 25, 2019
3. Mr. Dileep Choksi (DIN 00016322) w.e.f October 16, 2019
4. Mr. Bharat Shah (DIN 00136969) w.e.f October 16, 2019
In accordance with the provisions of Companies Act, 2013, Mr. Atul Nishar, (DIN:
00307229), Director of the Company, retires by rotation at this Annual General Meeting
and, being eligible; offers himself for re-appointment at the Annual General Meeting.
During the year Mr. R Srikrishna (DIN: 03160121) was reappointed as Additional Director
designated as CEO and Executive Director in the board meeting held on July 13, 2019 and to
hold office till conclusion next Annual General Meeting. The board has recommended to the
members approval of regularisation of appointment of Mr. R Srikrishna at the forth coming
Annual General Meeting.
The re-appointment of Mr. R Srikrishna as Whole Time Director is subject to approval of
Central Government. The application for seeking approval of Central Government is filed by
the Company in eform MR 2 and the same is in process with Central Government.
The information of Directors seeking appointment / re- appointment at the Annual
General Meeting to be given to the shareholder as per regulation 36 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 is being provided separately on
Page No. 104 & 105 of this Annual Report. Members are requested to refer the said
section of the Corporate Governance Report.
Number of Meetings of the Board
Ten Meetings of the Board were held during the year. For details of the meetings of the
Board, you may refer to the corporate governance report, which forms part of this Annual
report.
Declaration by Independent directors
The Independent Directors have submitted a declaration that each of them meets the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and
there has been no change in the circumstances which may affect their status as independent
director during the year.
The Ministry of Corporate Affairs (MCA) in association with Indian Institute of
Corporate Affairs (IICA) have introduced the maintenance of a comprehensive online
databank for all the existing and aspiring Independent Directors (ID) by the IICA. The
Independent Directors have registered themselves on the data bank for Independent
Directors.
Board Evaluation
Annual Performance Evaluation was carried out for all Board Members, for the Board and
its Committees. The Board evaluation framework has been designed in compliance with the
requirements under the Companies Act, 2013 and the Listing Regulations. The Schedule IV to
the Companies Act, 2013 states that the performance evaluation of independent Directors
shall be done by the entire board of Directors, excluding the director being evaluated.
The Board evaluation was carried out based on responses received from the Directors on
questionnaire designed.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Chairman of the Board / the Nomination and Remuneration Committee ("NRC")
review the performance of the individual directors on the basis of the criteria approved
by the Board.
In a separate meeting of Independent Directors held on December 19, 2019, performance
of Non-Independent directors, performance of the Board as a whole and performance of the
Chairman was evaluated.
Training of Independent Directors
Pursuant to Regulation 25(7) of the Listing Regulations, the Company conducts
familiarization programmes for its Directors which includes discussion on Industry
Outlook, Regulatory updates at Board and Audit Committee Meetings covering changes with
respect to the Companies Act, SEBI Listing Regulations, Taxation and other matters,
Presentations on Internal Control over Financial Reporting, Operational Control over
Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related
Party Transactions etc. The Executive Director and Senior Managerial personnel make
presentations at the Board Meetings about Company's operations, markets, financial
results, human resources and on other important aspects.
The terms and conditions of the appointment of every Independent Director is available
on the website of the Company at: http://hexaware.com/investors/
Details of the familiarization programme of the independent Directors are available on
website of the Company at http:// hexaware.com/investors/
Committees of the Board
Pursuant to retirement of four Independent Directors during the year, the Board of
Directors has reconstituted committee on December 19, 2019.
The Board of Directors have following committees as on December 31, 2019:
1. Audit, Governance & Compliance Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
5. Strategy and Risk Committee
The details of the composition of the committee and attendance of the meetings of
Committees of the Board are provided in the Corporate Governance report.
The list of committees along with the composition of the same is also available on the
website of the Company.
Compliance of Secretarial Standards
The Company complies with all applicable secretarial standards.
Policy on directors and Key Managerial Personnel appointment and remuneration and other
details
The Company's policy on directors and Key Managerial Personnel appointment and
remuneration and other matters provided in Section 178(3) of the Act has been disclosed in
the corporate governance report.
Whistle blower policy
The Company has established a vigil mechanism/framed a whistle blower policy. The
policy enables the employees and other stakeholders to report to the management instances
of unethical behaviour, actual or suspected fraud or violation of the Company's code of
conduct or ethics policy. The policy is reviewed annually by the Audit Committee to check
the effectiveness of the policy. No personnel have been denied access to the Audit
Committee. The provisions of this policy are in line with the provisions of Section 177
(9) of Companies Act, 2013. The policy is available on the website of the company at :
http://hexaware.com/investors/
Statutory Auditor
The Board of Directors of the Company at its meeting held on February 8, 2018 have
appointed BSR & Co. LLP, Chartered Accountants, Mumbai with Registration no.
101248W/W-100022 as Statutory Auditors. There appointment was confirmed by the members in
the 25th Annual General Meeting held on May 03, 2018 for a period of 5 years, to hold
office till the conclusion of 30th Annual General Meeting.
Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the
requirement of seeking ratification of appointment of statutory auditors by members at
each AGM has been done away with. Accordingly, no such item has been considered in notice
of the 27th AGM.
There are no qualifications, reservations or adverse remarks made by the statutory
auditors in their audit reports on the Consolidated and Standalone financial statements
for the year ended December 31, 2019.
Internal Auditor
Internal Audit for the year ended 31st December, 2019 was done by
Pricewaterhousecoopers Private Limited and Internal Audit report at periodic intervals
were placed before the Audit Committee.
Secretarial Auditor
M/s. Makarand M Joshi & Co., Practising Company Secretary was appointed to conduct
the Secretarial Audit of the Company for the year ended 31st December, 2019 as per the
provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder. The
Secretarial Audit report for the year ended 31st December, 2019 is annexed to Board's
report as Annexure 3. There are no qualifications, reservations adverse remarks
made by Secretarial Auditor in his report except one remark regarding delay by one day in
filing Statements of Investor Grievances under regulation 13 of Listing Regulations.
Explanations or comments by the Board on the aforesaid remark:
The board has noted inadvertent delay of one day in filing Statement of Investor
Grievances with Stock Exchange.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2019 for all applicable
compliances as per Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual
Secretarial Compliance Report issued by M/s. Makarand M Joshi & Co., Practising
Company Secretary shall be submitted to the Stock Exchanges within 60 days of the end of
the Financial Year and the same is available on website of the Company www.hexaware.com.
Reporting of frauds by auditors
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
Cost Records
The Company is not required to maintain cost records as specified under sub-section (1)
of section 148 of the Companies Act, 2013
Significant/Material Orders Passed by the Regulators
There are no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
Corporate Social Responsibility
Pursuant to the provisions of section 135 of the Companies Act, 2013, the Company spent
H99.64 Million towards CSR activities for the year ended 31st December 2019. The contents
of the CSR policy and initiatives taken by the Company on Corporate Social Responsibility
during year ended on 31st December 2019 as per the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure 4 to
this Report and CSR policy of the Company is available on our website at www.hexaware.com.
The Composition of CSR Committee is given in the Corporate Governance Report.
Extract of annual return
As provided under Section 92(3) of the Act, the extract of annual return in the
prescribed Form MGT-9, is available on our website at www.hexaware.com and is also
attached as Annexure 5 to this report.
Financial year
The company has received an order from the Company Law Board under section 2 (41) of
the Companies Act, 2013 for continuing January to December as its financial year. Hence
the Company will maintain its financial year from January 1 to December 31.
The Mobiquity Softech Private Limited, the subsidiary company has also received
approval from Regional Director, Ahmedabad under section 2 (41) of the Companies Act, 2013
for continuing January to December as its financial year and to keep the current financial
year as starting from 1st April, 2019 and ending on 31st December, 2019 i.e. for period of
9 months and subsequently to continue calendar year as its financial year from 1st January
of every year and ending on 31st of December.
Particulars of Directors and Employees
The table containing names and other particulars of Directors in accordance with the
provisions of Section 197(12) of the Companies Act, 2013 read with rule 5 (i) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as
Annexure 6 to the Board Report.
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
Further, the report and the accounts are being sent to the members excluding the aforesaid
annexure. In terms of Section 136 of the Act, the said annexure is open for inspection.
Any shareholder interested in obtaining a copy of the same may write to the Company
Secretary.
Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a framework for employees to report sexual harassment cases at
workplace and our process ensures complete confidentiality of information. The Company has
in place Prevention of Sexual Harassment (POSH) policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Frequent communication of this policy is done through various programs and at
regular intervals to the employees.
The Company has setup an Internal Complaints Committee (ICC) both at the registered
office and at every location where it operates in India in accordance with the Act and has
representation of men and women and is chaired by senior lady member and has an external
women representation.
Awareness programs are conducted during induction for sensitizing the employees with
the provisions of the Act. The following is the summary of the complaints received and
disposed of during the financial year 2019: a) No. of complaints received during the year:
01 b) No. of complaints disposed of: 01 c) No. of complaints pending : NIL
Green initiatives
The Company started a sustainability initiative with the aim of going green and
minimizing the impact on the environment. Like the previous years, this year too, the
Company is publishing only the statutory disclosures in the print version of the Annual
Report. Additional information is available on our website, www.hexaware.com.
As a part of Green Initiative notice calling the Annual General Meeting, Corporate
governance report, Directors' report, Audited financial statements, Auditors' report, etc
are being sent through electronic mode to those members whose email addresses are
registered with the company / depositories.
Members may note that notice and annual report FY 2019 will also be available on
Company's website www.hexaware.com, websites of stock exchanges i.e. BSE Limited and
National stock exchange of India Limited at www.bseindia.com and www. nseindia.com
respectively and on the website of NSDL www. evoting.nsdl.com The Company provides
e-voting facility to all its members to enable them to cast their votes electronically on
all resolutions set forth in the Notice. This is pursuant to the Section 108 of the
Companies Act 2013 and Rule 20 of the Companies (Management and Administration) Amendment
Rules, 2015. The facility of electronic voting system shall be made available during the
AGM and the members attending the meeting who have not cast their vote by remote e-voting
shall be able to exercise their rights to vote during the AGM through electronic voting
system.
Business Responsibility Report
The ‘Business Responsibility Report' (BRR) of the Company for FY 2019 forms part
of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Acknowledgment
The Directors place on record their sincere appreciation of the customers, Government
of India and of other countries, vendors, bankers and Technology Partners for the support
extended. The Directors are also deeply touched by the efforts, sincerity and loyalty
displayed by the employees without whom the growth of the Company is unattainable. The
Directors wish to thank the investors and shareholders for placing immense faith in them.
The Directors seek and look forward to the same support during the future years of growth.
SECRETARIAL AUDIT REPORT
For Financial Year Ended 31st December, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Hexaware Technologies Limited
152, Millennium Business Park,
Sector – III, ‘A' Block, TTC Industrial Area,
Mahape, Navi Mumbai – 400710
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by Hexaware Technologies
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 our opinion thereon.
Based on our verification of the Company'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, We hereby report that in our opinion, the Company has,
during the audit period covering the financial year ended on 31st December, 2019
(hereinafter called the ‘Audit Period') 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, minute books, forms and returns filed and other
records maintained by the Company for the financial year ended on 31st December, 2019
according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) 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
thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment (External
Commercial Borrowings are not Applicable to the Company during the Audit Period);
(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 Insider Trading)
Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (Not Applicable to the Company during the Audit
Period);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008; (Not Applicable to the Company during the Audit Period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009 (Not Applicable to the Company during the Audit Period); and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations,
2018 (Not Applicable to the Company during the Audit Period);
(vi) We further report that, having regard to the compliance system prevailing
in the Company and on the examination of the relevant documents and records in pursuance
thereof, on test-check basis, the Company has complied with the following law applicable
specifically to the Company:
• The Special Economic Zone Act, 2005
• Policy relating to Software Technology Parks of India and its regulations
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. (here and after referred as‘Listing Regulations')
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines and Standards made there under except delay by 1 day in
filing statements of investor grievances under regulation 13 of Listing Regulations.
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 provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days 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 decisions at Board Meetings and Committee Meetings are carried out unanimously as
recorded in the minutes of the meetings of the Board of Directors or Committee of the
Board, as the case may be.
We further report that 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.
We further report that during the audit period the Company has allotted 10,23,332
Equity Shares pursuant to Exercise of the Option granted under different schemes of the
Company.
|
For Makarand M. Joshi & Co. |
|
Makarand Joshi |
|
Partner |
|
FCS No. 5533 |
|
CP No. 3662 |
| Place: Mumbai |
UDIN: F005533B000136081 |
| Date: February 11, 2020 |
Peer Review No. P2009MH007000 |
This report is to be read with our letter of even date which is annexed as Annexure A
and forms an integral part of this report.
‘Annexure A'
To,
The Members,
Hexaware Technologies Limited
152, Millennium Business Park,
Sector – III, ‘A' Block, TTC Industrial Area,
Mahape, Navi Mumbai – 400710
Our report of 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 these secretarial records based on
our 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 test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a
reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation about the
compliance of laws, rules and 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 management. Our examination was limited to
the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of
the company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the company.
|
For Makarand M. Joshi & Co. |
|
Makarand Joshi |
|
Partner |
|
FCS No. 5533 |
|
CP No. 3662 |
| Place: Mumbai |
UDIN: F005533B000136081 |
| Date: February 11, 2020 |
Peer Review No. P2009MH007000 |
CSR REPORT – FY 2019
1. A brief outline of the company's CSR policy, including overview of projects
or programs proposed to be undertaken and a reference to the web-link to the CSR policy
and projects or programs.
Hexaware Technologies Limited (Hexaware) is committed to contributing towards its
societal responsibilities beyond statutory obligations. HEXAWARE's Corporate Social
Responsibility (CSR) initiative aims to broaden the vision of being accountable to the
community and the environment. Our belief in good citizenship is a driver to create
maximum impact through our CSR programs in areas of:
1. Education and woman empowerment
2. Environment
3. Health and sanitation
4. Sports
5. Skill development
The CSR Policy adopted by Hexaware is available in the given web link:
http://hexaware.com/fileadd/csr-policy.pdf
2. The Composition of the CSR Committee.
HEXAWARE has constituted a robust governance structure to oversee the implementation of
the CSR projects, in compliance with the requirements of Section 135 of the Companies Act,
2013. The members of the CSR committee as on December 31, 2019:
| Name |
Designation |
| Mrs. Meera Shankar |
Chairperson |
| Mr. Atul Nishar |
Member |
| Mr. Jimmy Mahtani |
Member |
3. Average net profit of the company for last three financial years – H4,981.44
Million
4. Prescribed CSR Expenditure (two per cent. Of the amount, as in item 3 above)
– H99.63 million
5. Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year: H99.63 million
(b) Amount unspent, if any: Nil
(c) Manner in which the amount spent during the financial year is detailed below.
| Sr.no.CSR Project or activity identified |
Sector in which project is covered |
Projects or Programs 1. Local area or other 2. Specified Location |
Amount Outlay (budget) on Project or Programs (in H) |
Amount spent on the projects or programs (in H) 1. Direct Expenditure 2.
Overheads |
Cumulative expenditure up to the reporting period (in H) |
Amount Spent: Direct or through implementing agency |
| 1.Udaan - Empowerment of children of sex workers in the red-light area |
Eradicating hunger, poverty and malnutrition, promoting education |
1. Local 2. Mumbai |
1,281,057 |
1,259,977 |
1,259,977 |
Through implementing agency: Apne Aap Women's Collective |
| 2. Umeed- Empowerment of Women by providing alternative livelihood opportunities for
women in red light area |
Eradicating hunger, poverty and malnutrition, promoting education, enhancing
vocational skills, livelihood enhancement |
1. Local 2. Mumbai |
2,484,235 |
2,460,672 |
2,460,672 |
Through implementing agency: Apne Aap Women's Collective |
| 3. Digital and Financial Education |
Promoting education |
1. Local 2. Chennai, Mumbai |
2,805,300 |
2,975,760 |
2,975,760 |
Through implementing agency: America India Foundation Trust |
| 4. Antar Bharti Balgram Yojna - Holistic development of underprivileged children |
Eradicating hunger, poverty and malnutrition, promoting preventive health care and
sanitation, promoting education, enhancing vocational skills, livelihood enhancement |
1. Local 2. Lonavala, Pune |
4,400,000 |
4,400,000 |
4,400,000 |
Through implementing agency: India Sponsorship Committee |
| 5. Art Education and Seminar - Art 1st |
Promoting education |
1. Local 2. Mumbai |
1,520,000 |
1,368,000 |
1,368,000 |
Through implementing agency: Art 1st Foundation |
| 6. Art Education and Seminar - Art 1st |
Promoting education |
1. Local 2. Mumbai |
300,000 |
300,000 |
300,000 |
Through implementing agency: Art 1st Foundation |
| 7. Avishkar Hyperloop Project - IIT Madras |
Promoting education |
1. Local 2. Chennai |
1,000,000 |
1,000,000 |
1,000,000 |
Through implementing agency: IITM Student's Activities Trust |
| 8.Clean and Safe Neighbourhood |
Ensuring environmental sustainability |
1. Local 2. Chennai, Pune |
2,423,931 |
2,423,931 |
2,423,931 |
Direct |
| 9. Providing digital literacy in 10 Government Schools through setting up of computer
labs |
Promoting Education |
1. Local 2. Chennai |
1,458,816 |
1,312,934 |
1,312,934 |
Through implementing agency: Team Everest |
| 10. Nutritional Outreach Program |
Eradicating hunger, poverty and malnutrition and promoting preventive health care |
1. Local 2. Mumbai |
4,174,000 |
4,141,303 |
4,141,303 |
Through implementing agency: Cuddles Foundation |
| 11. Pond Restoration Projects - Environmental Foundation of India |
Ensuring environmental sustainability |
1. Local 2. Chennai |
3,799,400 |
2,984,000 |
2,984,000 |
Through implementing agency: Environmental Foundation of India (EFI) |
| 12. Armed Forces Flag Day Fund |
For State & Central Funds |
1. Local 2. Chennai |
25,000 |
25,000 |
25,000 |
Through implementing agency: Flag Day Fund |
| 13. Providing Scholarship to 425 underprivileged and meritorious students to support
higher studies |
Promoting Education |
1. Local 2. Pune, Chennai, Mumbai |
4,000,000 |
4,000,000 |
4,000,000 |
Through implementing agency: IDEA Foundation |
| 14. Seminar on Indian Women Scientist |
Promoting women empowerment |
1. Local 2. Mumbai |
500,000 |
500,000 |
500,000 |
Through implementing agency: Indian Women Scientists' Association |
| 15. Mentorship & Skill Training for Girls |
Promoting education, including employment enhancing vocation skills among women |
1. Local 2.Mumbai |
1,664,160 |
1,717,188 |
1,717,188 |
Through implementing agency: Katalyst India |
| 16. Skill development training for employability |
Promoting employment enhancing vocation skills and livelihood enhancement among youth |
1. Local 2. Mumbai, Pune, Chennai, Lonavala |
9,127,000 |
6,375,225 |
6,375,225 |
Through implementing agencies: Magic Bus Foundation |
| 17. Providing prosthetic legs for amputees |
Eradicating hunger, poverty and malnutrition and promoting preventive health care |
1. Local 2. Chennai |
1,000,000 |
1,000,000 |
1,000,000 |
Through implementing agencies: Dream Runner Foundation |
| 18. Promoting children's education |
Promoting education |
1. Local 2. Mumbai |
732,000 |
732,000 |
732,000 |
Through implementing agency: Save The Children |
| 19. Promoting children's education |
Promoting education |
1. Local 2. Mumbai |
732,000 |
732,000 |
732,000 |
Through implementing agency: Helen Keller Institute |
| 20. Promoting children's education |
Promoting education |
1. Local 2. Mumbai |
272,000 |
272,000 |
272,000 |
Through implementing agency: Manav Foundation |
| 21. Promoting children's education |
Promoting education |
1. Local 2. Mumbai |
277,000 |
277,000 |
277,000 |
Through implementing agency: United Way |
| 22. Promoting children's education |
Promoting education |
1. Local 2. Mumbai |
732,000 |
732,000 |
732,000 |
Through implementing agency: Apna Aap Women's Collective |
| 23. Promoting children's education |
Promoting education |
1. Local 2. Mumbai |
229,700 |
229,700 |
229,700 |
Through implementing agency: Jayaprakash Narayan Memorial trust |
| 24. Promoting children's education |
Promoting education |
1. Local 2. Mumbai |
455,000 |
455,000 |
455,000 |
Through implementing agency: Helen Keller Institute |
| 25. Supporting junior women athletes and para athletes in sports training |
Training to promote nationally recognized sports and Olympic sports |
1. Local 2. Mumbai |
6,000,000 |
5,750,000 |
5,750,000 |
Through implementing agency: Olympic Gold Quest |
| 26. Providing complete care program including healthcare and education support to
girls on living on the streets |
Eradicating hunger, poverty and malnutrition, promoting preventive health care and
sanitation, promoting education |
1. Local 2. Chennai, Mumbai |
8,430,762 |
9,119,432 |
9,119,432 |
Through implementing agency: Rainbow Homes |
| 27. Skill development training for employability |
Promoting employment enhancing vocation skills and livelihood enhancement among youth |
1. Local 2. Mumbai, Pune, Chennai, Lonavala |
1,274,595 |
1,274,595 |
1,274,595 |
Through implementing agencies: Smile Foundation |
| 28. Holistic development and nurturing of underprivileged children |
Eradicating hunger, poverty and malnutrition, promoting preventive health care and
sanitation, promoting education, enhancing vocational skills, livelihood enhancement |
1. Local 2. Pune, Bangalore, Chennai, Mumbai |
4,536,000 |
5,382,720 |
5,382,720 |
Through implementing agency: SOS Children's Village |
| 29. Promoting science awareness among high school students, increasing their
understanding of science and attracting them into scientific careers through activities
emphasizing hands-on research. |
Promoting Education |
1. Local 2. Chennai |
4,000,000 |
3,600,000 |
3,600,000 |
Through implementing agency: Space Kidz India |
| 30. Providing training to people with disability to get employment in retail industry |
Promoting education, including special education and employment enhancing vocational
skills |
1. Local 2.Pune, Mumbai, Chennai, |
6,191,195 |
6,149,081 |
6,149,081 |
Through implementing agency: TRRAIN |
| 31. Vocational training centre and support for Persons with Disability |
Promoting employment enhancing vocation skills and livelihood enhancement projects
among differently abled |
1. Local 2. Chennai |
1,203,250 |
1,380,003 |
1,380,003 |
Through implementing agency: V- Excel Educational Trust |
| 32. Early intervention Programme |
Promoting education, including special education for the differently abled |
1. Local 2. Chennai |
2,250,000 |
2,323,923 |
2,323,923 |
Through implementing agency: V-Excel Educational Trust |
| 33. Promoting hygiene, sanitation practices in 21 Government Schools |
Promoting Education, promoting preventive health care and sanitation |
1. Local 2. Mumbai |
21,000,000 |
19,600,000 |
19,600,000 |
Through implementing agency: Yuva Unstoppable |
| 34. Monitoring, Evaluation of projects and administrative expenses |
- |
1. Local 2. Pune, Chennai, Mumbai |
3,389,981 |
3,389,981 |
3,389,981 |
Direct |
| Total |
|
|
103,668,382 |
99,643,425 |
99,643,425 |
|
6. In case the company has failed to spend the two per cent, of the average net
profit of the last three financial years or any part thereof, the company shall provide
the reasons for not spending the amount in its Board report.
Since the company has spent the entire 2% of the prescribed budget, this question is
not applicable.
7. A responsibility statement of the CSR Committee that the implementation and
monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.
The implementation and monitoring of our CSR Policy is in compliance with the CSR
objectives and policies as laid down in this report. The CSR Committee of the Board is
responsible for the integrity and the objectivity of all the information provided in the
disclosure above. All the projects reported have been considered and undertaken with the
best of our intentions to contribute to the greater good of the society. We have
undertaken and implemented these projects with careful consideration and these projects
are aligned with our vision as provided in our CSR Policy. In line with the requirements
of the Companies Act, 2013, we have also instituted monitoring mechanisms to ensure the
projects go on smoothly as planned.
Form No. MGT 9
Extract of Annual Return
As on financial year ended on 31.12.2019
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014.
| I. Registration & Other Details: |
|
|
| 1 CIN |
L72900MH1992PLC069662 |
|
| 2 Registration Date |
20/11/1992 |
|
| 3 Name of the Company |
HEXAWARE TECHNOLOGIES LIMITED |
|
| 4 Category/Sub-category of the Company |
Company Limited by Shares / Indian Non-Government Company |
|
| 5 Address of the Registered office & contact details |
152, Millenium Business Park, Sector 3rd ‘A' Block , TTC Industrial Area Mahape,
Navi Mumbai 400710 |
|
|
Tel: +91 22 4159 9595 |
|
|
Fax: +91 22 41599578 |
|
|
www.hexaware.com |
|
|
Email id: Investori@hexaware.com |
|
| 6 Whether listed company |
Yes |
|
| 7 Name, Address & contact details of the Registrar & Transfer Agent, if any. |
KFin Technologies Private Limited |
|
|
Unit: Hexaware Technologies Limited |
|
|
Corporate office: |
Investor Relation Centre: |
|
Karvy Selenium, Tower B, Plot 31-32, |
24 B, Rajabahadur Mansion, |
|
Gachibowli, |
Ground Floor, Amabalal Doshi Marg, |
|
Financial District, Hyderabad - 500 032 |
Fort, Mumbai – 400 023 |
|
Contact details: |
Tel: 022 66235454 |
|
Tel: +91 40 67162222 |
Email: einward.ris@kfintech.com |
|
Fax number: +91 40 23420814 |
Website: www.kfintech.com |
|
Email: einward.ris@kfintech.com |
|
|
Website: www.kfintech.com |
|
II. Principal Business Activities of the Company
(All the business activities contributing 10 % or more of the total turnover of the
company shall be stated)
| SN. Name and Description of main products / services |
NIC Code of the Product/service |
% to total turnover of the company |
| 1 Computer Programming, Consultancy and Related Activities |
620 |
100 |
III. Particulars of Holding, Subsidiary and Associate Companies
| SN. Name and address of the Company |
CIN/GLN |
Holding/ Subsidiary/ Associate |
% of shares held |
Applicable Section |
| 1 HT Global IT Solutions Holdings Limited 3rd Floor, 335 NeXTeracon Tower 1,
Cybercity, Ebene, Mauritius. |
Foreign Company |
Holding |
62.44 |
2(46) |
| 2 Hexaware Technologies Inc. 101 Wood Avenue South, Suite 600, Iselin, New Jersey
08830 USA |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 3 Hexaware Technologies GmbH, Germany Mainzer Landstr . 33, 60329 Frankfurt am Main
Germany |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 4 Hexaware Technologies UK Limited Level 19, 40 Bank Street, Canary Wharf, London
– E14 5NR |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 5 Hexaware Technologies Asia Pacific Pte. Limited 180, Cecil Street, # 09-03, Bangkok
Bank Building, SINGAPORE 69546 |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 6 Hexaware Technologies Canada Limited 2 Robert Speck Parkway, Suite 735, Mississauga,
ON L4Z 1H8. |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 7 Hexaware Technologies Mexico S de RL De CV Avenida San Angel # 240 Piso 3, Fracc.
San Agustin, Saltillo, Coah. C.P. 25215, Mexico |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 8 Guangzhou Hexaware Information Technologies Company Limited Office 711, 7/F, Main
Tower, Guangdong International Building, No.339 Huanshi Road East, Yuexiu District,
Guangzhou 510098, China |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 9 Hexaware Technologies LLC Russian Fedreration,170100, Tver, Industrialnaya building
7 |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 10 Hexaware Technologies Romania SRL AFI Park 4, 4A Timisoara Blvd., District 6,
Bucharest 61328, Romania |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 11 Hexaware Technologies Saudi LLC P.O. Box No.: 30024, Kingdom of Saudi Arabia Office
No. 406 - A, Al Olaya Mazaya Tower, Riyadh |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 12 Hexaware Technologies Hong Kong Limited RM 1906, 19/F LEE Garden One, 33 Hysan
Avenue Causeway Bay Hong Kong |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 13 Hexaware Technologies Nordic AB HMR Redovisning AB, Tellusvagen, 5A, 186 36
Vallentuna, Stockholm, Sweden |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 14 Hexaware Information Technologies (Shanghai) Company Limited Room 202, Block 1
No.255, Meisheng Road, China (Shanghai) Free Trade Area |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 15 Mobiquity Inc 51 Sawyer Road, Suite 410, Waltham, Massachusetts |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 16 Mobiquity Velocity Solutions, Inc 51 Sawyer Road, Suite 410, Waltham, Massachusetts |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 17 Mobiquity Cooperatief UA Barbara Strozzilaan 300, 1083 HN Amsterdam |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 18 Mobiquity BV Barbara Strozzilaan 300, 1083 HN Amsterdam |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 19 Morgan Clark BV Barbara Strozzilaan 300, 1083 HN Amsterdam |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 20 Hexaware Technologies South Africa (PTY) Ltd 13th Floor, Pier Place 31 Heerengracht
Street Cape Town, 8001 South Africa |
Foreign Company |
Subsidiary |
100 |
2(87) |
| 21 Mobiquity Softech Private Limited 5th Floor, Tower B, Privilon, B/H Iskon Temple,
Ambli Brt Road, Ahmedabad 380059 |
U72200GJ2010PTC062188 |
Subsidiary |
100 |
2(87) |
| 22 Experis Technology Solutions PTE LTD 10 HOE Chiang Road # 21 - 04/05 Keppel Towers,
Singapore 089315 |
Foreign Company |
Associate |
20 |
2(6) |
IV. Share Holding Pattern
(Equity share capital breakup as percentage of total equity)
(i) Category-wise Share Holding
|
No. of Shares held at the beginning of the year [As on
01-01-2019] |
No. of Shares held at the end of the year [As on
31-12-2019] |
|
| Category of Shareholders |
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
% Change during the year |
| A. Promoters |
|
|
|
|
|
|
|
|
|
| (1) Indian |
|
|
|
|
|
|
|
|
|
| a) Individual/ HUF |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| b) Central Govt |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| c) State Govt(s) |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| d) Bodies Corp. |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| e) Banks / FI |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| f) Any other |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| Sub Total (A) (1) |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| (2) Foreign |
|
|
|
|
|
|
|
|
|
| a) NRI Individuals |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| b) Other Individuals |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| c) Bodies Corp. |
186,318,590 |
- |
186,318,590 |
62.66% |
186,318,590 |
- |
186,318,590 |
62.44% |
0.00% |
| d) Any other |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| Sub Total (A) (2) |
186,318,590 |
- |
186,318,590 |
62.66% |
186,318,590 |
- |
186,318,590 |
62.44% |
0.00% |
| TOTAL (A) |
186,318,590 |
- |
186,318,590 |
62.66% |
186,318,590 |
- |
186,318,590 |
62.44% |
0.00% |
| B. Public Shareholding |
|
|
|
|
|
|
|
|
|
| 1. Institutions |
|
|
|
|
|
|
|
|
|
| a) Mutual Funds |
32,008,164 |
3,920 |
32,012,084 |
10.77% |
34,607,745 |
3,920 |
34,611,665 |
11.60% |
1.62% |
| b) Banks / FI |
417,539 |
2,320 |
419,859 |
0.14% |
122,710 |
2,320 |
125,030 |
0.04% |
-0.10% |
| c) Central Govt |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| d) State Govt(s) |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| e) Venture Capital Funds |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| f) Insurance Companies |
|
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| g) FIIs |
51,083,223 |
|
51,083,223 |
17.18% |
50,637,106 |
|
50,637,106 |
16.97% |
-0.21% |
| h) Foreign Venture Capital Funds |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| i) Alternate Investment fund |
90,595 |
|
90,595 |
0.03% |
- |
|
- |
0.00% |
-0.03% |
| j) Others |
25 |
- |
25 |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| Sub-total (B)(1):- |
83,599,546 |
6,240 |
83,605,786 |
28.12% |
85,367,561 |
6,240 |
85,373,801 |
28.61% |
1.28% |
| 2. Non-Institutions |
|
|
|
|
|
|
|
|
|
| a) Bodies Corp. |
|
|
|
|
|
|
|
|
|
| i) Indian |
3,794,342 |
8,912 |
3,803,254 |
1.28% |
2,952,684 |
8,072 |
2,960,756 |
0.99% |
0.22% |
| ii) Overseas |
10 |
0 |
10 |
0.00% |
10 |
0 |
10 |
0.00% |
0.00% |
| b) Individuals |
|
|
|
|
|
|
|
|
|
| i) Individual shareholders holding nominal share capital upto H1 lakh |
15,266,513 |
2,039,637 |
17,306,150 |
5.82% |
15,194,329 |
1,781,284 |
16,975,613 |
5.69% |
-0.21% |
| ii) Individual shareholders holding nominal share capital in excess of H1 lakh |
1,835,436 |
0 |
1,835,436 |
0.62% |
2,073,035 |
0 |
2,073,035 |
0.69% |
0.07% |
| c) Others (specify) |
|
|
|
|
|
|
- |
|
|
| Non Resident Indians |
2462607 |
143,995 |
2,606,602 |
0.88% |
2689673 |
121,390 |
2,811,063 |
0.94% |
0.13% |
| Overseas Corporate Bodies |
- |
- |
- |
0.00% |
- |
- |
- |
0.00% |
0.00% |
| Foreign Nationals |
6,000 |
- |
6,000 |
0.00% |
6,000 |
0 |
6,000 |
0.00% |
0.00% |
| Clearing Members |
238,743 |
0 |
238,743 |
0.08% |
173,157 |
0 |
173,157 |
0.06% |
-0.02% |
| Trusts |
40,795 |
0 |
40,795 |
0.01% |
18,480 |
0 |
18,480 |
0.00% |
-0.01% |
| IEPF |
1,599,623 |
- |
1,599,623 |
0.54% |
1,673,816 |
- |
1,673,816 |
0.56% |
0.06% |
| Foreign Bodies - D R |
|
|
- |
0.00% |
|
|
- |
0.00% |
0.00% |
| Sub-total (B)(2):- |
25,244,069 |
2,192,544 |
27,436,613 |
9.23% |
24,781,184 |
1,910,746 |
26,691,930 |
8.95% |
-0.28% |
| Total Public (B) |
108,843,615 |
2,198,784 |
111,042,399 |
37.34% |
110,148,745 |
1,916,986 |
112,065,731 |
37.56% |
0.22% |
| C. Shares held by Custodian for GDRs & ADRs |
|
|
|
|
|
- |
|
0.00% |
0.00% |
| Grand Total (A+B+C) |
|
295,162,205 |
2,198,784 |
297,360,989 |
100.00% |
296,467,335 |
1,916,986 |
298,384,321 |
100.00% |
(ii) Shareholding of Promoter
|
Shareholding at the beginning of the year |
Shareholding at the end of the year |
|
| Shareholder's Name |
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 |
% change in shareholding during the year |
| HT GLOBAL IT SOLUTIONS HOLDINGS LIMITED |
186,318,590 |
62.66% |
0 |
186,318,590 |
62.44% |
0 |
0.00% |
(iii) Change in Promoters' Shareholding (please specify, if there is no change)
|
Shareholding at the beginning of the year |
Increase/ Decrease in Shareholding |
Cumulative Shareholding during the year |
| Particulars |
No. of shares |
% of total shares of the company |
Date |
Reason |
No. of Shares |
% total shares of the Company |
No. of shares |
% of total shares of the company |
| At the beginning of the year |
186,318,590 |
62.66 |
|
|
|
|
|
|
| Date wise Increase/Decrease in Promoters Share holding during the year specifying the
reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc): |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
NIL |
| At the end of the year |
186,318,590 |
62.44 |
|
|
|
|
186,318,590 |
62.44 |
(iv) Shareholding Pattern of top ten Shareholders
(Other than Directors, Promoters and Holders of GDRs and ADRs):
| For each of the Top 10 shareholders |
Shareholding at the beginning of the year
(01-01-2019) |
Shareholding at the end of the year (31-12-2019) |
| Name of Shareholder |
No. of Shares |
% of the total Shares |
No. of Shares |
% of the total Shares |
| 1 HDFC TRUSTEE COMPANY LTD |
19,274,031 |
6.48 |
19,927,531 |
6.68 |
| 2 T. ROWE PRICE INTERNATIONAL DISCOVERY FUND |
6,662,556 |
2.23 |
6,662,556 |
2.23 |
| 3 INVESCO TRUSTEE PRIVATE LIMITED |
2,382,673 |
0.8 |
4,344,669 |
1.46 |
| 4 SBI MAGNUM MIDCAP FUND |
73,717 |
0.02 |
3,814,251 |
1.28 |
| 5 NTASIAN EMERGING LEADERS MASTER FUND |
2,871,477 |
0.96 |
2,871,477 |
0.96 |
| 6 FRANKLIN INDIA EQUITY SAVINGS FUND |
139,500 |
0.05 |
2,571,906 |
0.86 |
| 7 PICTET - INDIAN EQUITIES |
o |
0 |
2,202,837 |
0.74 |
| 8 HDFC STANDARD LIFE INSURANCE COMPANY LIMITED |
2,529,585 |
0.85 |
2,202,700 |
0.74 |
| 9 RELIANCE CAPITAL TRUSTEE CO LTD |
829,500 |
0.28 |
1,712,658 |
0.57 |
| 10 INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY MINISTRY OF CORPORATE AFFAIRS |
1,599,623 |
0.54 |
1,673,816 |
0.56 |
The details of datewise increase / decrease in Shareholding of top ten Shareholders is
available on Company's website at www.hexaware.com
(v) Shareholding of Directors and Key Managerial Personnel:
| SN. Shareholding of each Directors and each Key Managerial Personnel |
|
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|
Date |
Reason |
No. of shares |
% of total shares |
No. of shares |
% of total shares |
| 1 ATUL KANTILAL NISHAR |
|
|
|
|
|
|
| At the beginning of the year |
01.01.2019 |
|
1,000 |
0.00% |
1,000 |
0.00% |
| Changes during the year |
|
|
|
0.00% |
|
0.00% |
| At the end of the year |
31.12.2019 |
|
|
0.00% |
1,000 |
0.00% |
Key Managerial Personnel
| Shareholding of each Directors and each Key Managerial Personnel |
|
|
Shareholding at the beginning of the year |
Cumulative Shareholding during the year |
|
Date |
Reason |
No. of shares |
% of total shares |
No. of shares |
% of total shares |
| 1 R Srikrishna* |
|
|
|
|
|
|
| At the beginning of the year |
01.01.2019 |
shares issued on exercise of RSU |
5,00,000 |
|
5,00,000 |
0.17% |
| Changes during the year |
03.01.2019 |
|
1,50,000 |
0.05% |
|
|
| At the end of the year |
31.12.2019 |
|
|
|
6,50,000 |
0.22% |
| 2 GUNJAN SUMIT METHI |
|
|
|
|
|
|
| At the beginning of the year |
01.01.2019 |
|
7,426 |
0.00% |
7,426 |
0.00% |
| Changes during the year |
|
|
|
|
|
|
| At the end of the year |
31.12.2019 |
|
|
0.00% |
7,426 |
0.00% |
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for
payment.
|
|
|
|
(Rs. Million) |
| Particulars |
Secured Loans excluding deposits |
Unsecured Loans |
Deposits |
Total Indebtedness |
| Indebtedness at the beginning of the financial year |
|
|
|
|
| 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) |
- |
- |
- |
- |
| Change in Indebtedness during the financial year |
|
|
|
|
| * Addition |
NIL |
NIL |
NIL |
NIL |
| * Reduction |
NIL |
NIL |
NIL |
NIL |
| Net Change |
- |
- |
- |
- |
| Indebtedness at the end of the financial year |
|
|
|
|
| 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) |
- |
- |
- |
- |
Above does not include borrowings taken by a subsidiary company in the form of term
loan of US$ 20 million. During the year the said subsidiary had also borrowed and repaid
in full the working capital loan.
VI. Remuneration of Directors and Key Managerial Personnel
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
|
|
(Rs. Million) |
| Particulars of Remuneration |
Name of MD/WTD/ Manager |
Total Amount |
| Name |
R Srikrisna |
|
| Designation |
CEO & Executive Director |
|
| 1 Gross salary |
|
|
| (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
5.16 |
5.16 |
| (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- |
- |
| (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
| 2 Stock Option* |
52.33 |
52.33 |
| 3 Sweat Equity |
- |
- |
| 4 Commission |
- |
- |
| - as % of profit |
- |
- |
| - others, specify |
- |
- |
| 5 Others, please specify |
- |
- |
| Total (A) |
57.49 |
57.49 |
| Ceiling as per the Act |
|
|
- Above does not include remuneration of H83.76 million paid by overseas subsidary of the
Company.
- *The Cost computed and amortised over vesting period as per Ind AS 102 Share Based
Payment
B. Remuneration to other Directors
|
|
|
|
(Rs. Million) |
| Particulars of Remuneration |
Fee for attending board and committee meetings |
Commission |
Others, please specify |
Total Amount |
| Independent Directors |
|
|
|
|
| 1 Bharat D Shah |
0.30 |
5.58 |
- |
5.88 |
| Dileep C Choksi |
0.18 |
5.58 |
- |
5.76 |
| Basab Pradhan |
0.16 |
3.03 |
- |
3.19 |
| Christian T Oecking |
0.16 |
3.37 |
- |
3.52 |
| Meera Shankar |
0.30 |
7.08 |
- |
7.38 |
| P R Chandrasekar |
0.38 |
7.08 |
- |
7.46 |
| Total (1) |
1.48 |
31.72 |
- |
33.20 |
| 2 Other Non-Executive Directors |
|
|
- |
- |
| Kosmas Kalliarekos |
- |
- |
- |
- |
| Jimmy L Mahtani |
- |
- |
- |
- |
| Atul Kantilal Nishar |
- |
- |
- |
- |
| Total (2) |
- |
- |
- |
- |
| Total (B)=(1+2) |
1.48 |
31.72 |
|
33.20 |
| Total Managerial Remuneration |
- |
- |
- |
90.69 |
| Overall Ceiling as per the Act [u/s 197(1) (i) ] |
|
|
|
684.50 |
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
|
|
|
(Rs. Million) |
| Particulars of Remuneration |
Name of Key Managerial Personnel |
|
| Name |
Vikash Kumar Jain |
Gunjan Methi |
Total Amount |
| Designation |
CFO |
CS |
|
| 1 Gross salary |
|
|
|
| (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 |
17.64 |
2.41 |
20.05 |
| (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 |
- |
- |
- |
| (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
- |
| 2 Stock Option** |
- |
- |
- |
| 3 Sweat Equity |
- |
- |
- |
| 4 Commission |
- |
- |
- |
| - as % of profit |
- |
- |
- |
| - others, specify |
- |
- |
- |
| 5 Others, please specify |
- |
- |
- |
| Total |
17.64 |
2.41 |
20.05 |
VII. Penalties / Punishment/ Compounding of Offences:
There were no penalties or punishments levied on the Company under the provisions of
Companies Act, 2013 and rules made there under during the year. Also, there was no
necessity for the Company to compound any offence.
  Â