We create opportunities for clients,
partners, communities, and the wider
stakeholder fraternity to ‘Rise’ above
limiting circumstances and thrive in
a constantly changing world. Change
that is powered by the intelligent
symphony of technology and humans
designing innovative and sustainable
experiences for the new world order.
At Tech Mahindra, our holistic
solutions simplify digital
transformation and ensure agile
service delivery. We foster a culture
of innovation to deliver appropriate
technology solutions to new and
existing clients that result in better
business outcomes. We synergise
among oerings, leading to superior
business value for clients, supported
by best-in-class technology.
Leveraging a global ecosystem of
partners, we deliver industry-leading
value to our clients; while promoting
a culture of digital responsibility.
Collaborate
We collaborate with clients, academia, eco-system
players and start-ups for business solutions, enabling
our clients to Run their business better, Change faster
and Grow greater by creating new revenue streams.
Co-innovation and co-creation, together, enable us to
quickly deliver disruptive impact for our customers.
Read more on page 22
Change
Our digital go-to market strategy revolves around
solving customers’ business issues. As a global digital
transformation provider, we help businesses adapt to the
fast-changing digital landscape with scalable, replicable
and sustainable outputs and outcomes.
We are happy to contribute to the vibrant digital
revolution, which is constantly enriching and redefining
the way we imagine life on the planet. We see ourselves
playing an even larger transformative role by capitalising
on our dominant position in Technologies of the Future.
Read more on page 26
Connect
Experiences are delivered through the interplay
of process re-imagination, design, innovation and
digital technologies. Connectedness is our core
strength. With automation, we enable clients to
better engage with their customers across the
customer lifecycle and oer the right experience,
integrated with next-gen technology. As part of the
TechMNxt charter, we invest significantly in reskilling
our people to create a future-ready workforce.
Read more on page 24
About Tech Mahindra
Service oerings
Industries we serve
Global presence
02
06
08
10
02
Corporate
Identity
Environment
Social
Governance
28
30
36
28
ESG
P
erformance
Key performance indicators
MD & CEO’s Message
Awards and accolades
Last 3-year performance
12
14
16
17
12
Year in
Review
Corporate Information
Directors’ Report
Corporate Governance Report
Management Discussion and Analysis
Business Responsibility Report
39
40
100
120
136
38
Statutory
Reports
Operating environment
Strategy for growth
Collaborate
Connect
Change
18
20
22
24
26
18
Strategic
Review
Standalone
Consolidated
149
233
148
Financial
Statements
Contents
Delivering
sustainable digital
transformation
About Tech Mahindra
We represent the bold, new, disruptive digital era,
oering innovative and customer-centric services and
solutions to integrate technology with businesses more
meaningfully and innovatively. Our core operation
has been built around the credo ‘Connected World.
Connected Experiences.’
We are a leading global enabler of digital
transformation, consulting and business
re-engineering services and solutions. Part of the
eminent Mahindra Group, we are a
$ . Billion
enterprise with more than ,,
employees
across + countries. We
currently have
active global clients, including
several
Fortune companies. Tech Mahindra featured
as the top non-US Company in the Forbes Global
Digital list for , and featured among
Forbes Fab Companies in Asia in .
We deliver seamless and integrated
experiences across digital, physical,
and convergent dimensions.
Our solutions help clients integrate
their platforms across a wide range
of technologies to deliver tangible
business value to their stakeholders.
We challenge conventional thinking and
innovatively use our resources to drive
positive changes in the lives of our
stakeholders and communities across
the world, to enable them to Rise.
We will continue to RISE to be an
agile, customer-centric and purpose-led
company delivering best-in-class
technology led business solutions
for our stakeholders.
Core purpose Our Vision
Professionalism Good Corporate
Citizenship
Customer
First
Quality
Focus
Dignity of
the Individual
Core values
Rise tenets
Alternative ThinkingAccepting No Limits Driving Positive Change
02
The Mahindra Group is a federation of companies
bound by one purpose - to Rise. Inspired by this spirit
and the group’s legacy and values, it aims to always
positively impact its partners, stakeholders,
communities
and the world at large. Headquartered in Mumbai, the Group
employs over ,,+ people across + countries.
It operates in key industries that propel economic
growth, such as tractors, utility vehicles, information
technology, financial services and vacation ownership.
The Group has a strong presence in agribusiness,
aerospace, components, consulting services, defence,
energy, industrial equipment, logistics, real estate,
retail, steel, commercial vehicles and two-wheelers.
About Mahindra Group
For more information,
visit website:
www.mahindra.com
FY highlights
$. Billion Buyback% %
Growth momentum
for Telecom providers
Among the top
Indian companies
significant
acquisitions
Large deals in
Enterprise
Net new deal wins
($ . Billion in FY)
Completed
first-ever buyback
Digital revenue Free cash flow
conversion to PAT
IT / Network modernisation
spends and telecom providers
lining up for G opportunity
Dow Jones
Sustainability Index
(DJSI) World Ranking
Mad*Pow,
Born Group,
Zen and Cerium
Broad based
growth driven by
BFSI, technology
and healthcare
, Crores
Revenue
,,+
Associates
Active customers
+
Countries where we drive
digital transformation
FY key facts
Annual Report 2019-20 03
Corporate Identity
We oer the right blend of physical and digital
design, powered by technology. We use
digital capabilities to transform client’s internal
businesses and technology operations, and deliver
industry-leading outcomes. Our solutions
help clients accelerate their digital transformation
journey by building intelligent and digital-next
businesses, backed by next-generation technologies.
Transform digitally
Diversified geographic presence
We deliver technology solutions across +
countries in Americas, Europe, Middle-East,
Latin America, Africa and Asia-Pacific. Such
prudent geographic diversification also reduces
market concentration risks to the business.
Key strengths
About Tech Mahindra
Innovation engine
Tech Mahindra’s Makers Lab develops future-ready
solutions by leveraging next generation technologies
like Artificial Intelligence (AI), Machine Learning (ML),
Robotics, Internet of Things (IoT), Augmented Reality
(AR)/ Virtual Reality (VR), G – Network of the future.
With + technology platforms and solutions, we
help customers achieve faster time-to-market and
incremental innovation capabilities.
Industry-specific solutions
Businesses in the new world order are demanding
sophisticated technologies that lower costs, increase
sales, eciency and performance, protect the
environment and enable better management and
control. We support our clients across sectors, with
tailored solutions. Our solutions and services oer a
proven delivery model and in-depth expertise.
04
We believe the ESG parameters have wider impact
on society and business performance. And we have
been at the forefront of driving business results with
ESG. It is aligned with our overarching strategy and
embedded in our execution.
Emphasis on environment, social and governance
Our -- strategy focuses on three mega trends,
four tech bets, and three outcomes for our
customers. TechMNxt is our transformation
approach to deliver it. This strategy is
implemented across industries where we
operate. We are dedicated to enable clients’
success in a digitally disruptive world.
Strategic transformation approach
Strong leadership
Our senior management team comprises
seasoned global leaders in the industry. Equipped
with experience and expertise of diverse
geographies and areas of specialisation, their
leadership has enabled our all-round and consistent
performance, acknowledged by our stakeholders.
We oer an excellent workplace environment so
our people can perform to the best of their abilities.
Our work culture is shaped by self-motivated and
committed professionals, aligned with our business
objectives and working together to deliver top-
notch, tailored solutions to meet our clients’ diverse
expectations, globally. We have been certified as
Great Place to Work (GPTW)™ - which is a testament
to our high-trust, high-performance culture.
High-performance culture
Corporate Identity
Annual Report 2019-20 05
Tailored business
solutions for the
big leap forward
As businesses and industries converge
and sunrise business models emerge,
we think beyond conventions, and
reimagine our strategy, solutions, services
and platforms. Our innovators and thought
leaders interact with industry influencers
to get key insights and help shape
tomorrow’s enterprises worldwide.
Our Integrated Engineering Solutions (IES) delivers
across aerospace and defence, automotive,
industrial, telecom, Hi-tech, healthcare and
transportation sectors.
• Extensive skills in electronics, mechatronics and
mechanical engineering, paired with industry
understanding and product knowledge
• Improved R&D productivity for the global market
to meet continuous method development for
new products, processes and technologies
• Extensive solution portfolio across product
lifecycles — from conception and production to
secondary market services
• Developed savings programmes leading
to cost eectiveness and reduced time to
market by -%
Our wireless network services encompass the
complete lifecycle of networks starting from design,
planning and engineering, rollout, operations and
maintenance, alongside optimisation services.
We
provide managed and professional services model
— to businesses in the wireless networks segment.
Our G network for enterprises provides multiple
services that enable enterprises to establish private
wireless network spanning operative areas and
enabling a plethora of IoT use cases. Tech Mahindra’s
Global Network Operation Centre (NOC) based
in India, provides best practices framework,
right-shoring and automation levers, helping
customers avail a cost-eective yet, progressive setup.
Network services
Engineering services
Service oerings
06
We oer rapidly deployable platform solutions to
drive innovation, bolster performance, and cultivate
an ecosystem of collaborators. We orchestrate,
analyse, automate and artificially intellectualise the
delivery of technology to enterprises. Our vertical
and horizontal solutions standardise and consolidate
business processes, while accommodating changing
needs. Our platforms improve agility, speed and
ability, reduce operational costs, use analytics to
generate insights to manage performance, identify
exceptions and intervene in time, bringing in
automation and enhancing customer experience
as a Service (PaaS) mode.
We provide comprehensive, advanced security
outsourcing services across — Assess, Prevent,
Detect, Respond and Recover stages of
the value chain. We have dedicated security
professionals, with a track record of successful
delivery of + large security outsourcing
projects. We converge technology, people and
processes, with consulting, implementation,
integration, optimisation service, alongside service
management. We have over years’ experience in
information security services, with projects executed
across countries.
Our consulting services is supported by a team
of experts and opinion leaders, who specialise
in business transformation, process consulting,
alongside IT and corporate excellence. We develop
innovative strategies and oer bespoke processes for
our customers according to industries and individual
company requirements. Our global expertise and
seamless cross-platform functionality help create
IT solutions to empower companies to focus on and
enhance their core businesses. Leveraging nearly
three decades of experience, we oer innovative
solutions to integrate technology with business for
several Fortune and companies.
Our technology-focused oerings and powerful
insights enable our clients’ enterprise empowerment.
We leverage latest technologies and platforms to
drive value with the ‘Cultivating Intricate Analytics’
theme. We aord improved connected experiences
across the customer lifecycle with an interplay
of physical and digital strategies across multiple
channels. Following a philosophy of transforming
clients’ business across channels, we are enabling
better processes, lowering risk, increasing revenue
opportunities and enhancing customer experience
for a better society.
Our Business Service Group (BSG) oers
customers innovative and optimised business
solutions. With our industry knowledge and
experience in change projects across common
platforms, we conceive holistic solutions
for telecommunications, healthcare and
pharmaceuticals, banking and financial services,
retail and Hi-tech. We work to disrupt customers’
legacy systems by digitalising its end-to-end
product lifecycle through the introduction of
AAC (Automation, Analytics & Consulting)
methodology, with focus on improving and delivering
perpetual positive CX.
Platforms
Security
IT
Digital marketing and
customer experience
Business process
services
Annual Report 2019-20 07
Corporate Identity
A trusted
transformation
partner
Industries we serve
At Tech Mahindra, we understand that
no two businesses are alike. Thus we
adapt our approach to our customers’
digital transformation needs, supported
by a deep understanding of their
industry, the market, customers,
challenges and future strategy.
Retail, Transport and Logistics
Technology, Media and Entertainment (TME)
Healthcare, Life Sciences (HLS), Government and Others
Banking, Financial Services & Insurance (BFSI)
Manufacturing
Communications
Revenue distribution by industry (%)
.
.
.
.
.
.
$
08
Our range of solutions for
communications service providers (CSPs),
telecommunications equipment manufacturers (TEMs)
and independent software manufacturers (ISVs)
make us a preferred partner for leading
telecommunications and cable providers.
We are helping organisations to be future-ready
for the G revolution by helping on network
modernisation. We are enabling G for
enterprises, while driving CX transformation.
With manufacturing-rich DNA and innovative
value-added services, we have extensive
expertise that help us tap into a broad
customer base across diverse industries
such as Aerospace and Defence, Automotive,
Discrete and Process industries. We oer
holistic support across the manufacturing value
chain. Our deep knowledge of mechanical and
electrical engineering, knowhow of sales and
service processes, and hands-on exposure to
the factory shop floor facilitate the bringing of
digital oerings into core business domains.
Communications Manufacturing
Our Hi-tech vertical serves the software
and internet sector, which has disrupted the
way products and services are delivered to
end-users. We also serve the semi-conductor
industry in areas of storage, IDMs, fabless
and equipment manufacturers. With our
Media and Entertainment (M&E) division,
we serve customers from the film, gaming,
sports, publishing and news industries —
from vision to implementation.
Tech Mahindra partners with leading global
companies in the healthcare provider,
pharmaceutical, biotechnology and medical
device sectors. We help to reimagine
businesses processes and deliver remarkable
patient experiences. We have harnessed the
power of digital and information technology
to improve citizens’ lives with solutions that
we provide to public sector companies and
government enterprises.
The BFSI sector is experiencing rapid
reshaping to make the whole spectrum
more customer-centric, personalised,
digitalised and accessible. We bring on the
table over two decades of experience in
oering IT services and innovative solutions
to diverse clients in the BFSI universe, such
as retail banking, lending and leasing, card
management, asset and wealth management,
investment banking, and stock exchanges.
We deliver sustainable customer experiences
to augment customer journeys at every
stage of the retail and consumer packaged
goods (CPG) value chain. Focusing on digital
transformation services, we help on store
re-imagination, digital operations management,
intelligent supply chain, while creating
personalised phygital experiences through
products, devices and services. We are
experienced in working with market leaders in
the transport and logistics industry, conceiving
specific industrial solutions and partnerships
with pioneering players.
Technology, Media and
Entertainment (TME)
Healthcare, Life Sciences (HLS),
Government and Others
Banking, Financial Services
and Insurance (BFSI)
Retail, Consumer Goods,
Transport and Logistics
Annual Report 2019-20 09
Corporate Identity
Our innovation
transcends borders
and time zones
We have taken our expertise and
solutions to the global grandstand,
working with clients across multiple
locations in + countries.
Revenue distribution
by geography (%)
Global presence
oces
development
centres
AMERICAS
Americas
Europe
Rest of the world
.
.
.
10
oces
countries
APAC
oces
development
centres
AUSTRA LIA
oces
countries
AFR ICA
oces
development centers
+ countries
EUROPE
oces
+ states
INDIA
Annual Report 2019-20 11
Corporate Identity
Measuring
our progress
Key performance indicators
CAGR .%
Market Capitalisation ` Billion
FY
FY
FY
FY
FY
.
.
.
.
.
CAGR .%
Net Worth ` Million
FY
FY
FY
FY
FY
,,
,,
,,
,,
,,
CAGR .%
EPS (Diluted) `
FY
FY
FY
FY
FY
.
.
.
.
.
CAGR .%
Net Profit ` Million
FY
FY
FY
FY
FY
,
,
,
,
,
CAGR .%
EBITDA ` Million
FY
FY
FY
FY
FY
,
,
,
,
,
Revenue from Operations ` Million
FY
FY
FY
FY
FY
,,
,,
,,
,,
,,
CAGR .%
12
Cash and Cash Equivalent ` Million
FY
FY
FY
FY
FY
,
,
,
,
,
Total Headcount No.
FY
FY
FY
FY
FY
,,
,,
,,
,,
,,
Active Clients No.
FY
FY
FY
FY
FY
Dividend Per Share `
FY
FY
FY
FY
FY
.
.
.
.
.
Free Cash Flow / PAT %
FY
FY
FY
FY
FY
.
.
.
.
.
Return on Capital Employed %
FY
FY
FY
FY
FY
.
.
.
.
.
CSR and Donations ` Million
FY
FY
FY
FY
FY
,
IT Utilisation (including Trainees) %
FY
FY
FY
FY
FY
Annual Report 2019-20 13
Year in Review
Dear Shareholders,
It’s a new day. A new world. A new normal. The world
has changed in the last six months and what we have
witnessed, weathered and traversed in the last
six months has transformed our perspective, and how!
As I write this letter, we have only started to recover
from the immediate impact of COVID-. In a short
time, the pandemic has had a far-reaching impact
globally, impacting the economy, our society and
human life in all aspects. And yet, amidst all
of this, we have seen some magnificent examples
of human resilience, solidarity and innovation
.
When the pandemic broke out, we had two key
priorities - the safety and wellbeing of our people and
business continuity of our customers. We facilitated
work-from-home for over % of our associates while
safeguarding those attending oce. We surpassed
customer expectations with our continuous connect,
seamless delivery and data security measures.
We
adopted a new #DistantButConnected logo to
convey
our solidarity in the global war
against
COVID-,
as
well as our commitment to #WellnessFirst. Leadership
teams and support functions worked round the clock
to ensure associates remained safe, connected,
informed and motivated. I thank every TechMighty for
staying together as one family always, but especially
during this crisis.
The year that was
In retrospect, our focus on becoming an increasingly
agile, resilient and future-ready company has helped
us overcome changing business challenges in the
globally disruptive environment. We were able to
leverage our digital prowess to create sustainable
solutions, catalyse societal growth and contribute
positively to climate action.
Looking at some of the key performance highlights for
the year, Communications Vertical has grown by .%
in constant currency terms, driven by modernisation
spend and pre-G
work. We announced a strategic
collaboration with AT&T, t
o accelerate its network
application, shared systems modernisation and
movement to cloud. The Enterprise business, although
impacted by weaker macro trends in select verticals,
grew by .% constant currency terms. We signed
the largest Enterprise deal in history in Insurance and
Annuities space. We announced net new deal wins of
$. Billion, significantly higher than $. Billion in
FY. Our digital oerings were strengthened with the
acquisition of Born Group, Mad*Pow, Zen and Cerium.
Our focus on cash collections helped us generate $
Million of free cashflow, while we returned capital
to our shareholders through the completion of our
maiden buyback. We also announced a higher dividend
of ` for FY. Overall, it was a satisfactory year, with
revenues at $ ,. Million and profit after tax at
$ . Million.
Our ESG focus: co-creating a better world
We focused on environment, social and
governance in all aspects of our work and tried to
innovatively solve problems by connecting ESG with
business results.
We are at par with global practices in technology
disruption, climate change and water scarcity,
Mr. C P Gurnani
Crafting
new
pathways
Managing Director and CEO’s Message
14
among others. We reviewed our operating strategy
and business model to align with the UN Sustainable
Development Goals (SDGs) and re-emerged as a
sustainability leader, becoming one among three
Indian companies to feature in the DJSI (Dow Jones
Sustainability Indices) World Index and one of the
Indian companies who are part of the Emerging
Markets category.
I am happy with the initiatives we took to reduce
our ecological impact. We adopted sustainable,
environment-friendly practices in our daily lives
through our -- initiative (Every associate to plant
trees a month, take carpool rides and volunteer
hours a month). Our focus on encouraging individual
social contribution included institutionalising an
award (ISR award) that allowed associates to take
time o work to donate to social causes.
We earned the Great Place To Work (GPTW)
certification this year: a recognition of our focus
on diversity, inclusion and sustainability even as
we continued to create great experiences for
our associates.
Technology for good
The after COVID- world will see human experiences
becoming more contactless, yet even more
connected. This is exactly where our competitive
advantage will come to the fore: new age tech will
determine who survives and thrives, as much as
tech for good (technology that changes people’s
everyday lives for the better) will distinguish who
makes a dierence.
Our Run-Change-Grow strategy is even more
relevant in the current environment as we help
customers ‘run’ their existing businesses in dicult
times, enable them to ‘change’ by making their
portfolio oerings post-covid ready and ‘grow’ their
businesses by constructing new revenue streams.
As part of our TechMNxt charter, we are leveraging
next-gen technology such as remote computing,
cloud transformation, G, AI, blockchain and
cybersecurity to deliver enhanced experiences for
our customers globally.
At Makers Lab, we are working in collaboration with
customers to deliver innovative solutions. Some of
them like the in-house developed chatbot, Entellio,
have helped government institutions and customers
stay safe during the crisis.
For our people
Our talented workforce is our most valuable asset
and reflects our strength, resilience and future
readiness. The focus last year was on onboarding
the right talent, building capability, nurturing
an innovation-centric work environment and
creating an inclusive, empowering and balanced
work environment.
Continuing on Innovation journey, Tech Mahindra
launched K, its first HR Humanoid, which took
over our HR transactions and created an enhanced
employee experience. We also implemented an AI-
based facial recognition system to register attendance
and monitor the emotional quotient of our employees.
Rising for good
We are building a sustainable future where everyone
can access the benefits and opportunities created
by technology. As part of our corporate social
responsibility (CSR) programmes, Tech Mahindra
Foundation is working to benefit the overall
socioeconomic development in communities
that we operate in.
Our teams were swift in coming forward during the
COVID- crisis and our associates across locations
volunteered in food drives and donated leaves,
salaries, award money and cash.
The Tech Mahindra Foundation reached out to the
most vulnerable of population - healthcare workers,
security personnel, migrant workers and households
from the bottom-most of the pyramid to support them
with foodgrains, PPEs and medicines.
Everything we do is inspired by a deep sense of
purpose. Our values hold us in good stead and
are helping us become more ethical, reliable and
transparent than ever. I am proud of the way we
prepare to deal with the current operating scenario
and would like to thank our associates, customers and
stakeholders for their perseverance and support. We
will continue to innovate and drive success throughout
our ecosystem, today, tomorrow and beyond.
C P Gurnani
Managing Director and
Chief Executive Ocer
Annual Report 2019-20 15
Year in Review
Awards and accolades
Celebrating our
Rise moments
Company Sustainability
• Winner of the ‘COMPANY OF THE YEAR – IT’
at the second edition of CNBC-AWAAZ CEO
Awards for Year
• Ranked # in India’s Best Companies to Work
For by the Great Place to Work® Institute.
Also recognised as Best in Mega Employer and
in Best Companies for Career Management list
• CEO & MD, C P Gurnani won the Business Today’s
Best CEO award in IT & ITES, for the third
consecutive year
Social
• Tech Mahindra’s CSR arm, Tech Mahindra
Foundation (TMF) received ASSOCHAM Skilling
India Awards for Best Higher Vocational
Institute for Skill Development
• TMF won Gold in ‘Excellence in CSR’
for the category ‘Best Corporate-Nonprofit
Partnership’ at the th ACEF
Asian Leaders Forum
• TMF was recognised at The Economic
Times-Rotary CSR Awards,
Technology & Solutions
• Recognised amongst ‘Most Valuable Digital
Transformation Companies in ’ by a global
business magazine, CIOLook
• Winner of ‘Technology Excellence for Blockchain’
and close contender for Technology Excellence
in Emerging Technology (IoT) in the NASSCOM
Technology Award and Conclave
• Won the ET Innovation Award in the ‘People
Innovation’ category from The Economic Times
• Recognised as a global leader on climate change
for four years in a row. Tech Mahindra is one
of the only four Indian companies to secure a
position in the Carbon Disclosure Project (CDP)
Global Supplier A List in for engaging with
its suppliers on climate change
• We are part of FTSE Good Index Series ,
demonstrating leadership position in ESG
parameters of sustainability
Human Resource
• Winner of ‘The Golden Peacock HR Excellence
Award’ for the year in the IT sector
• Emerged winners in the categories of ‘Diversity
& Inclusion’ and ‘HR Technology’ in both
BusinessWorld HR Excellence Awards and
th Asia’s Best Employer Brand Awards
• Tech Mahindra is amongst the only three Indian
companies to be included in the Bloomberg
Gender-Equality Index (GEI)
16
Last -year performance
Particulars
FY18 FY19 FY20
` Mn US$ Mn ` Mn US$ Mn ` Mn US$ Mn
FINANCIAL RESULTS
Revenue from Operations
3,07,729 4,770.8 3,47,421 4,970.5 3,68,677 5,181.9
Cost of services 2,15,300 3,338.9 2,33,590 3,343.4 2,59,743 3,653.4
Contribution
92,429 1,431.8 1,13,831 1,627.2 1,08,934 1,528.5
Contribution %
30.0% 30.0% 32.8% 32.8% 29.5% 29.5%
Selling, General & Administration Expenses 45,333 702.9 50,462 721.3 51,673 725.1
EBIDTA
47,096 728.9 63,369 905.9 57,261 803.4
EBIDTA %
15.3% 15.3% 18.2% 18.2% 15.5% 15.5%
Depreciation & Amortisation 10,850 168.2 11,292 161.4 14,458 203.3
EBIT
36,246 560.7 52,077 744.5 42,803 600.1
EBIT %
11.8% 11.8% 15.0% 15.0% 11.6% 11.6%
Other Income
14,165 219.5 5,342 76.2 11,924 167.4
Profit Before Tax (PBT)
48,788 755.1 55,432 792.4 50,578 711.1
Profit After Tax (PAT)^
37,998 588.1 42,976 614.6 40,330 566.8
PAT %
12.3% 12.3% 12.4% 12.4% 10.9% 10.9%
Particulars
FY18 FY19 FY20
` Mn US$ Mn ` Mn US$ Mn ` Mn US$ Mn
FINANCIAL POSITION
Net Worth
1,88,428 2,891.3 2,02,844 2,933.2 2,18,131 2,884.6
Non-Current Liabilities
19,382 297.4 11,232 162.4 29,910 395.5
Current Liabilities
79,167 1,214.8 1,03,312 1,493.9 1,09,257 1,444.8
Total Liabilities & Equity*
3,04,372 4,670.4 3,34,469 4,836.5 3,73,535 4,939.6
Non-Current Assets
1,23,302 1,892.0 1,18,811 1,718.0 1,41,812 1,875.3
Current Assets
1,81,070 2,778.4 2,15,658 3,118.5 2,31,723 3,064.3
Total Assets 3,04,372 4,670.4 3,34,469 4,836.5 3,73,535 4,939.6
Notes:
^
Owners Share of Profit
*Includes Non Controlling interest
Previous period figures have been regrouped/rearranged wherever necessary.
Year in Review
Annual Report 2019-20 17
Adapting to
change is
evolution
We operate in a rapidly evolving
industry where the explosion
of connected devices, power
of emerging technologies
and exponentiality of content
consumption are redefining our
operating landscape at a faster
rate than we can imagine.
The result is that disruption is
the new normal that businesses
have to learn to live with.
Operating environment
AI and ML
Artificial Intelligence (AI) and Machine Learning (ML)
are now the preferred technologies for businesses to
boost productivity, increase customer engagement
and drive digital transformation. It is established that
AI can do these tasks faster and more accurately
than humans. According to Gartner’s AI and ML
Development Strategies survey, % of respondents
said they have deployed AI. These companies are
running four AI or ML projects, on an average.
Business by design
The futuristic products need to be adapted for
a convergent world through enhanced design
capabilities. In a world where customer experience
determines the future of business, integrated
customer interface driven by convergence of digital
and physical world will be required. Customer
experience and design will drive growth for
enterprises by aligning with the new-age consumer.
Cyber security
As the digital world continues to advance, so do
threats that lurk online. Today, enterprises are at a
greater risk of cyber-attacks and none are safe from
the target of cyber criminals. This risk is resulting
in increased investment around cyber security and
proper measures among businesses and individuals
alike. The cyber security drift will aect everyone
in the future. The primary motive is that businesses
that operate online must eectively protect both
themselves and their customers.
G
G promises a more deeply connected ecosystem
with vast improvements over the current G network.
It
will allow fast data speed and can aord latency of
a mere one millisecond. It will have capabilities to
embrace up to times more connected devices per
unit area. G will usher in the next-generation era of
wireless connectivity among enterprises. A number of
industry verticals that include manufacturing, automotive,
airlines, healthcare, mining and retail are poised for
disruption with G in combination with IoT, AI/ML and new
technologies like AR/VR.
From AI and Blockchain to Industry . and
quantum computing, disruptive technologies
are unveiling new pathways for us to help our
clients steer through an increasingly complex
landscape. With today’s trends becoming
tomorrow’s mainstream, organisations need
to consider eects of these trends on their
businesses and prioritise accordingly.
Force Multipliers
18
We are looking at a future where beyond mobiles,
computers and tablets being linked to the internet,
an assortment of everyday objects - grocery
products, city assets, among others can be
integrated. This presents opportunities for the
emergence of organisations providing services and
applications to manage complex IoT ecosystems and
convert data into smart insights. Thus, everything we
do as technology enablers are built around these key
force multipliers.
Q FY saw unprecedented events with an advent
of the COVID- pandemic. The world momentarily
came to a standstill as governments enforced
lockdowns and other measures for public health
an safety. During this period of global crisis, our
priority was to ensure the safety and wellbeing of
our employees while helping our customers maintain
seamless business service continuity. We scaled up
fast to adopt social distancing norms, adopting new
policies and restricting travel while enabling remote
working for our associates.
However, during this period we remained committed
to safeguarding the interests of our customers and
ensuring the continuity of their operations. We
activated Business Continuity Plans (BCP) enabling
remote working and monitoring of our deliverables.
An obvious result of the crisis is that companies
need to accelerate and evolve their digitisation
journey and enhance business flexibility. Social
distancing and work from home will continue as
operating models for many global enterprises.
The
acceleration of remote
working
and the need
for a secure work environment will, in turn, accelerate
digital
transformation spends and services like
AI for IT operations (AIOps).
The need for cyber security
and remote computing has increased multi-fold
in the current environment. Industries such as
manufacturing will see significant opportunities for
reorganising supply chains, while healthcare will see
rise of remote health monitoring, facial recognition
and thermal imaging.
Our approach
COVID -:
How we responded to the situation
COVID- pandemic to
accelerate technology adoption
As these trends progress and potentially merge,
we are ideating on novel ways to run a fully
automated business, while serving customers more
engagingly. With our extraordinary depth across
the digital value chain, we combine digital customer
experience capabilities with digital operational
excellence to shape new, innovative business models
and partnerships.
We enabled multilevel communication with
clients, backed by a technology engagement plan
covering detailed steps across various aspects of
each program. We helped clients with their BCP,
anticipating challenges in their business while
addressing them with technological solutions.
Customers have appreciated the swiftness of our
response, quality control, data protection and the level
of support to ensure business continuity.
In parallel, we prioritised the wellness of our
associates. Awareness sessions were conducted by
doctors across all global locations, while our internal
microsites were updated to provide latest information
and guidelines. We are equipped to support the
communities we serve and the ones our people
inhabit. It is our commitment to help citizens live and
work sustainably and confidently in an ever-changing
digital landscape.
Consumer-facing industries such as travel, transport
and banking will see the emergence of contact-less
solutions such as drone-based delivery, autonomous
vehicles, contactless payments. The IT infrastructure
will transform with more virtual call centres, cloud
migrations or data centres in the cloud. The need
for ever-faster access to data and automation
will enhance the focus on network equipment
and communications and speed up G network
deployments. Tech Mahindra is working with clients
with solutions tuned to such needs.
Annual Report 2019-20 19
Strategic Review
Innovating to
address client
aspirations
Strategy for growth
Our clients expect us to have in-depth
understanding of their businesses,
almost as much as they do themselves.
So that we can serve them better
consistently and with measurable
outcomes. Our -- strategy is
targeted towards achieving that
purpose with speed and precision.
Our -- strategy works with disruptive
trends and transformative technologies to
help customers succeed in their markets
worldwide. We are enabled by a strong
ecosystem of partnerships (alliances,
start-ups, niche collaborations) to help us
build winning solutions and services.
It means addressing mega trends across
markets, bets that we would take to
address those mega trends, those which fit
in to the areas of a Company’s priorities.
Run BetterExperience.NXt
Business.NXt Change Faster
Explosion of
intelligent devices
Power of new
technologies
Mega trends
ObjectivesBig bets
Exponentiality of
content consumption
Platforms.NXt
Infra.NXt
Grow Greater
20
As we look at the four bets, we are confident that they resonate with the
market. We secured validations on the bets and are working towards
making them more robust and relevant to the operating landscape.
We are also co-creating solutions with the customer, taking them to the
market and executing them with zeal.
We believe that the following mega trends
will provide immense opportunities:
Tech bets defining our future strategy
Our key customer objectives
Boom of connected devices Data explosionThe power of new network
technologies like
connected IoT
devices by
of data would be
consumed by video
will enable an always-
connected experience
We identified a strategy that
enables and manifests these
transformations across four
key business and technology
related areas to change the
way we work and live:
We aspire to pioneer a digital
journey for our customers,
while ensuring their existing
businesses run better
We intend to enable faster
customer transformation as
their chosen technology partner
We want to facilitate our customers’
growth through risk sharing and
technology as a service and
multiple business models
Experience.NXt
Orchestrate the interplay of design, digital and convergent
technologies to deliver connected customer experiences.
Platforms.NXt
Creating scalable non-linear technology propositions to
help customers grow their business faster and eciently.
Business.NXt
Proven technology transformative solutions that help
customers adopt to business and operative changes.
Infra.NXt
To drive transformation of next-generation infrastructure
and connectivity in a connected world.
Run Better Change Faster Grow Greater
~ Billion ~%G
Strategic Review
Annual Report 2019-20 21
Collaborate
Creating
collaborative
disruption
Technology spurs demand,
and demand drives the
development of more novel
technologies across multiple
platforms. We live in a world
where customer requirements
are getting more specialised,
more complex and collaboration
is the key to surviving and
thriving in this new landscape.
locations
globally
locations
in India
As the trusted partner of our customers’ digital
journey, Tech Mahindra not only designs, integrates
and operates customer solutions specific to
partners’ technology, but also develops high-end
technologies, products and indigenous IPs that bring
unique additional value in performance and security.
Our objective is to co-innovate with customers to
enhance processes and experiences across the
board. The Makers Lab is a Research & Development
hub for co-innovation of solutions of the future with
customers, partner companies, research institutions,
universities, and start-ups. Open collaboration is the
critical enabler for innovation within the R&D hub.
Entellio – Supervised, self-learning NLP/AI/ML-
based enterprise chatbot
X-Retail – Next generation retail
transformation platform
Storicool – A story or content creator, which
creates animation stories using natural
language conversation
Vetturino – Indigenous smart On-Board Diagnostics
(OBD) controller by an all-women team
Darpan – Application made for farmers by Makers
Lab in their bet for Agritech within the country to
enable farmers to keep a record of their expenses
Makers Lab is
now present across
Our IPs
22
Road ahead
For the past five years, Makers Lab
has been focusing on six dierent
radical technologies
We help synergise businesses and
simplify their complex operations, helping
them stay ahead of the curve. Going ahead, we
look to innovate and build solutions in areas of
ML and AI
Build smart and revolutionary machines to combine
Emotional Quotient (EQ) with Intelligent Quotient (IQ)
~ EQ+ IQ = EI (Extended Intelligence)
Delivered several use-cases globally
• Video encryption using quantum key
generation developed by UK Makers Lab
• Driving AR and VR with a Tier
telecommunication company through
Bangalore Makers Lab
• New Zealand (NZ) Makers Lab assisted
in writing software for robotics based
enhanced assistant for a Tier customer
• Pune Lab researching with top institutes
around the world on neuroscience inspired AI
Focusing on co-creation
with customers
Space
Agritech
Autonomous
Vehicle
Quantum
Computing
Ethical
AI Switch
Education
+ Access
• Tele-medicine platform – Remote medical
assistance via remote consultations
• SEIR modelling – What if analysis – tool
for prediction of spread of pandemic with
various levels of lockdowns
• SOS Seva – Citizen help – managing
emergencies – helping all citizens to stay
safe and ensure they get quick help
• ePASS – Emergency solution - managing
emergencies – controlling movement of
people during pandemic
Innovation to win the war
against the pandemic
Extended Reality
Perceive, visualise, and extend
reality via enterprise gamification
IoT and Robotics
Interpret and analyse the world around us
Blockchain
Secure reality via distributed ledgers
Design Thinking
Consider the ‘why’, before the ‘what’ and
the ‘how’ to deconstruct the complex
Quantum Computing
Extend through research the physical to the
quantum world, where we try and solve the
unsolved. We are the first SI to implement a
quantum encryption use case
Annual Report 2019-20 23
Strategic Review
Total number of
associates certified
across various
streams of Automation
and AI technologies
The emergence of digital disruption prompted us
to move fast, build intelligent automation services.
AQT (Automation-Quality-Time) is our change
framework to continuously increase business
eciency through Robotic Process Automation
(RPA) and AI technologies.
Automation and AI solutions continued
to make strides during the year. We further
strengthened our competencies with in-house
platforms, partnerships with top providers and
start-ups to enhance our portfolio, helping address
intelligent process automation, conversational AI,
text analytics and Natural Language Processing (NLP),
alongside computer vision and advanced analytics
solution areas. We developed + use cases
and solutions across key domains to solve
business concerns.
As a premier member of the Linux Foundation
AI project, we continued our investments in
Acumos AI platform, and launched the enterprise
version of Acumos called GAIA to accelerate the
industrialisation and democratisation of AI.
GAIA provides EE life-cycle management for
Automation framework
,+
Connect
Faster, replicable
outcomes are critical
for a disrupted
operating environment
In a digital economy and
society, businesses must build
nimble operating models
that help deliver integrated
technology solutions.
AI and serves as a marketplace for monetisation and
re-use of industry solutions and use cases. Adoption
of AQT, our automation framework, for ongoing
engagements crossed + customers and continues
on the fast track. We have ,+ certified associates
in automation and AI technologies to strengthen our
upskilling agenda using AQT proficiency framework.
Our cognitive operations automation platform, TACTiX
won the Express IT Awards under the Digital Solution
of the Year category.
24
The #NewAgeDELIVERY engine aims at bringing in
eciencies and productivity in the entire software
development lifecycle (SDLC) phases of IT service
delivery. It allows dynamic identification of new
skills demand through deep data analytics and
AI, encouraging associates to reskill by choosing
courses online and getting industry-recognised
certification. The process helps the project team’s
ecacy and increases the knowledge quotient of the
individual significantly. The engine focuses on:
With our skilling vision ‘Creating future-ready
workforce today, while fulfilling associates’ career
aspirations’, our aim is to develop well-rounded
professionals who are aligned with the Company’s
core values, the Mahindra brand philosophy
and possess the right technical skills with an
entrepreneurial and solution-oriented mindset.
The Upskilling-as-a-service platform of
#NewAgeDELIVERY is enabling our teams to
stay relevant and develop a culture of continuous
learning. The AI based platform provides interactive,
on-demand, contextual and personalised #upskilling
to associates in self-service mode. ,+ skill
knowledge units using world class content and
assessments empower the associates to become
full stack ready.
As part of our TechMNxt charter, we introduced the
initiative — #FitFuture, that creates a future-ready
workforce through upskilling and right-skilling.
The programme is designed by pre-empting
customers’ evolving and dynamic needs. We focus
on technology innovation within AI, Blockchain,
cyber security and AI-infused IoT solutions.
#NewAgeDELIVERY (NAD) Right-skilling talent
Enables teams to increase productivity and
time to market using ready-to-use, pre-tested,
industry-grade digital assets
Focuses on AI-powered continuous learning,
recommended by the engine to consume
bite-sized micro-learnings and create full stack
SCRUM commandos
Facilitates teams to test the outcome before
the first line of code leveraging massive reuse,
collaboration and automated delivery to arrest
design debt at every step
Works with the best multi-skilled talents globally,
ensuring the customer is part of the team
Uses gamification to rank and rate assets,
portfolio, team members and partners
to create a competitive environment and
substantially enhance productivity
Significant reuse
Upskilling
Design thinking
Collaboration
Gamification
Associates
undergoing upskilling
in technology, domain
and leadership skills
Career paths, through
RIDE programme
under #FitFuture
Associates
are proactively
becoming
ready for future
,+
,+
Annual Report 2019-20 25
Strategic Review
Change
Tech Mahindra helps clients define their digital strategy
based on their business strategy and trends in their
industry. We help them design new business and
organisational models. We use Design Thinking
workshops to work collaboratively with client
stakeholders and create prioritised execution
roadmaps, business and technology architecture,
and people capability development plans. We
help clients define and manage outcomes: from
creating the right business cases to implementing
and managing change across people, process,
technology and partners.
Tech Mahindra uses its consulting models and
frameworks to assess Digital Maturity, Supply Chain
Risk, Industry . Maturity, etc. Among others, we have
worked with a North American logistics major to create
their digital strategy for x growth, and have created
a full blueprint to achieve Industry . for a global
automotive manufacturer. Both these clients are using
Tech Mahindra services to implement the strategy.
We help our clients engage better across the
customer lifecycle, crafting the right experience at
each stage. With our investments in Pininfarina, the
BIO agency, Dynacommerce, Mad*Pow, and BORN,
we bring the best design minds from across the globe
to create a compelling blend of physical and digital
experience. These organisations work with
Tech Mahindra’s
technology teams to use the power of technology
and platforms to implement their design concepts.
Whether it is creative, content, campaigns or
commerce, Tech Mahindra has the skills and IP to
design and execute. Last year, we enabled a leading
bank in North America to provide a completely
reimagined, easy-to-use, fully online, mortgage
experience to their customers, enabling them to
borrow upto $ Million in minutes.
Digital heralds an
all-encompassing
transformation
Strategy & Design Digital Customer
Digital Insights Digital Foundation
Tech Mahindra has evolved
organically and inorganically
in digital. As a part of a
transformation journey which
begun in , the Company
invested in a strategic initiative
called ‘DigitALL’ that transformed
internal processes as well as
market-facing capabilities.
Aligned with TechMNxt philosophy, we constantly
invest in next-generation capabilities which we align
to clients’ businesses through our Digital Themes,
which are explained below.
Strategy
& Design
Digital
Customer
Future
Enterprise
Intelligent
Operations
26
In this theme, we help clients to experiment with
new technologies and determine how to use them
to create their future enterprise. Our network of
innovation labs (termed Makers Labs) allows clients
to quickly create proofs-of-concept for various
business needs, and then decide where to make their
investments for the future. They are able to leverage
our investments in what we call RADIQAL (Mixed
Reality, Artificial Intelligence, Distributed Ledger, IoT,
Quantum Computing, All powered by G), along with
an ecosystem of + startups, industry partners,
and academic institutions, to get a curated set of skills
and IP in one place.
Some of our recent engagements have been
preventing unsolicited communication across
Million
subscribers using blockchain for a leading
Indian Telco, and creating the world’s first cloud-native
lab for G roll out for a Japanese conglomerate.
In this theme, we improve the eciency of clients’
business and technology functions. For business
functions, we assess and automate processes, and
use AI to significantly improve productivity. In the
factory, we use Industry . principles with robotics
and IoT to improve quality and throughput.
Tech Mahindra uses its proven strengths in business
process consulting, engineering, automation
and IP in vertical platforms such as WarrantEaze
(managing the warranty process for manufacturing
clients), Connect Sense (Patient engagement
suite), FEEDS (Farm to Fork supply chain
management). Our intelligent operation solutions
have helped a large telco in the US achieve
savings of over $ Million in inventory costs and
a leading bank to realise a return of $ . for every
$ invested in automation.
All the above themes use Tech Mahindra’s digital insight
capabilities extensively, by harnessing the potential
of data, analytics, and cognitive technologies to
derive actionable and impactful insights. We help
clients define and streamline their data strategy.
We leverage multiple platforms and frameworks,
such as PRISM (predictive analytics), GAIA (platform
for hosting AI models), iDecisions (industry-focused,
highly-customisable packaged analytics solutions) to
drive the right insights for their business.
A leading bank in India has used these services to
improve cross-sell revenue by %. We have helped
a telco market leader in ANZ to reduce operational
cost by preventing truck rolls for customer service,
using AI and ML.
Delivering experiences with
We help clients create a robust, secure, and
future-proof digital foundation by adopting the right
platforms, frameworks and methodology. We help
clients move to a product-based agile organisation,
automate IT using DevSecOps, implement
microservices, cloud and low-code/no-code app
tools, all using our investment in platforms and IP.
Using Tech Mahindra’s New Age Delivery platform,
a European Telco achieved % increase in
productivity and % decrease in defects.
Future EnterpriseIntelligent Operations
Digital Insights Digital Foundation
Strategic Review
Annual Report 2019-20 27
Strategic Review
Environment
Reimagining
sustainability
Tech Mahindra believes that
agility, simplicity and resilience
will help businesses become more
sustainable. We are moving towards
a zero-carbon resilient economy
by adopting sustainable practices
and next-gen technologies.
These imperatives will shape the
future of how we live, work, and
use technology to ensure we
are sustainable and profitable
in the long term.
• Implemented Carbon Price- $/tonne CO
• Renewable energy mix increased to .%
from .% in FY
• Scope + absolute emissions reduced by
.% (from FY)
• Recycled ~ Million litres of water through
sewage treatment plants
• Paper consumption reduced by % (from FY)
• Single-use plastics banned across campuses
• Planted ,+ trees
Our sustainability framework is geared towards
building an enduring business by rejuvenating
the environment and enabling stakeholders
to Rise. We ensure that we are a great place to
work, foster inclusive development and ensure
making sustainability personal.
We help enrich the environment by aiming
to be carbon neutral, become water positive,
ensure no waste to landfill and promote
biodiversity. Growing our green revenue,
mitigating climate risks, embracing technology
and innovation and enhancing brand equity,
while also making our value chain sustainable
are our means of building an enduring business.
Sustainability Framework
Environmental Highlights:
The Tech Mahindra Board has an oversight to all aspects
of sustainability & climate change and considers Task
Force on Climate-related Financial Disclosures (TCFD)
recommendations for climate change risks. The next
level has the CSR committee of the Board responsible
for all aspects of Sustainability and sets the course for
promoting the Sustainability agenda within the company.
Our CEO & MD is the chairman of the committee and has
the ultimate responsibility of sustainability and climate
change at Tech Mahindra. He is ably supported by the
Chief Sustainability Ocer and other CXOs who are
members of the Sustainability Council. They strategise,
review and monitor all climate change and sustainability
issues, including climate-related risks and opportunities.
Sustainability Governance
28
Tech Mahindra aligns itself to the Paris agreement
on climate change and supports eorts to hold
global temperature rise to within .°C above
pre-industrial levels by implementing the following
sustainable practices:
1. Adopt low emission technology
Replace existing equipment with more ecient
and environment-friendly alternatives viz.
LED, motion sensors, ecient equipment etc.
Increase use of renewable energy through onsite
installations and PPAs.
2. Leverage green soluons
Key initiatives include micro grid as a service,
smart city solutions, smart grid, smart data
hubs, smart street light, smart bin, smart energy
management, smart metering and analytics, IEVCS
(Intelligent Electric Vehicle Charging System),
CAPE (Community Action Platform for Energy) and
Blockchain PP (peer to peer) trading.
3. Technology disrupon
Co-create innovative solution with technologies
like IoT, Automation, Blockchain and AI in
sustainability that will help enable a pathway
to reduce emissions and other impacts of
climate change. GAiA powered by Acumos is our
open source AI platform, reshaping work, life,
communities and the planet.
Carbon Neutrality
The rise in the Earth’s temperature has resulted in
increased severity of extreme events, changes in
precipitation patterns, extreme variability in weather
patterns and rising sea levels, all posing serious
impacts on the way we operate our business.
Tech Mahindra has business continuity and disaster
recovery plans to handle climate-related impacts
and a rapid incident response team for all cyber and
security incidents. We are investing in low carbon
technologies, implementing an internal carbon
price, developing green solutions and using cloud
computing and virtualisation to reduce the impact
of climate related risks and drive energy eciency
initiatives in line with GHG regulations.
Emerging Climate Risks
We believe in inculcating the spirit of personal
sustainability and have a team of passionate
associates, the Green Marshals, driving our
‘Making Sustainability Personal’ programme.
They spearhead the cause of environment and
sustainability across the Company, initiate activities
and encourage advocacy campaigns to increase
awareness towards sustainable way of life.
Tech Mahindra’s commitment to corporate governance,
ethical business conduct, environmental stewardship
and sustainability also extends to our sustainability.
We assess and conduct site audits and conduct
workshops for our key suppliers on ESG parameters.
Comprehensive risk analysis done on our supply chain
helps the business continuity management system
to view, plan, coordinate and execute strategies
accordingly to mitigate the risk.
The United Nations SDGs have become a
platform for stakeholders to work together to
develop solutions on a global stage. We have
embarked on a journey to embed the SDGs into
our business planning and activities, with a focus
on those SDGs that most closely align to the areas
where we have the greatest influence and impact.
Our contribution towards SDGs forms a blueprint
to achieve a better and more sustainable future.
Enable Sustainable Workplace
Supplier Responsibility
Sustainable Development
Goals (SDGs)
Annual Report 2019-20 29
ESG Performance
Social
TechMighties
propel our
progress
Our associates fuel our technology and
services leadership. We bring together people
with myriad views, skills and backgrounds and
ensure we create a diverse and inclusive work
environment where people have the freedom
to explore. We make our TechMighties
‘Fit for the Future’ and give them meaningful
human experiences.
Our culture defines what we stand for as an
organisation. It dierentiates and unites all
TechMighties. A positive work culture is never
accidental — it is created by design. And our
culture is articulated and reflected in three
tenets: Driving positive change, celebrating
each moment and empowering all to Rise.
Through these three elements, we change
stakeholders’ lives for the better, celebrate
every moment and help others become more
empowered versions of themselves. By living
our culture, both as individuals and as a team,
we establish and advance our presence
as a global, innovative and caring brand.
Our culture is what drives us to become
a Company with a Purpose.
Each one of our associates have played a major
role in our journey and are responsible for
living our culture and making a dierence.
To celebrate the ‘good’ within the Company and
cheer for ‘what could be better’, we introduced
the #lovetobeTechM initiative. The word ‘love’
was chosen as it is one of the most powerful
emotions a human being experiences. Love
is also one of the strongest bonds between
the Company and its associates. Through
this initiative, TechMighties shared their
appreciation and pride for Tech Mahindra. The
stream of stories, testimonials and anecdotes
from our associates have demonstrated that
the spirit of the organisation and sentiment of
shared purpose is very strong.
Our culture drives us to create
‘a Company with a Purpose’
#lovetobeTechM is a celebration
of human experiences
‘We create the best human
experiences for our associates
with a healthy and inclusive
environment; ensuring our
associates are future-ready;
fostering innovation with
meaningful work; driving
performance orientation for
individual and organisational
growth, while celebrating
each moment.’
People policy
Total no. of associates
including subsidiaries
,,
FEB 2020–JAN 2021
INDIA
Certified
30
We are a certified ‘Great Place to Work’ (GPTW). It is
an important validation of the pillars of our culture
and the initiatives taken to ensure associate delight:
• We successfully ran the largest transformation
programme of reskilling our associates for
a brighter future with UaaS (Upskilling as a
Service) platform
• Maintained the mantra of ‘Wellness>Business’
and continued to promote the wellbeing
of associates
• Robust rewards and recognition practices giving
us industry leading numbers for associates
being recognised and for budget utilisation
• Associate experiences are at the centre
of every process/initiative, be it UVO
chat-bot, facial recognition or K, our first
humanoid associate
• Introduced progressive policies like insurance
coverage for same sex partners, support for
gender reassignment surgery, extension of
adoption leave for same sex partner and
single parents (male) among others
• Strengthened our commitment to society and
climate change through smart centres and
cities and by pledging to create a Company
with a Purpose through sustainable practices
Tech Mahindra is a
Great Place to Work
ESG Performance
Annual Report 2019-20 31
Making talent future-ready
Our people philosophy manifests itself in mantras like
FitFuture where we train associates to pursue growth,
focus on leadership development and create self-driven
career plans. By developing ‘Future-Ready Talent’ we
stay ahead of the curve by ‘sensing and anticipating’ the
future of work and the kind of skills needed to support
organisational revenue growth. We also develop ‘Future
Focused Leadership’ to achieve both financial and social
goals in a continuous disruptive world. The aggregate
performance and skills of our people, which are a sum
of the individual abilities and performance of each of
our TechMighties, has a direct impact on the Company’s
key metrics like revenue, growth and profitability.
Our approach to learning
Our customers expect the best and the brightest to help
them transform their businesses. Hence, we encourage
our associates to stay apprised of developments in the
industry and learn anytime and anywhere. We oer
blended learning modules, inclusive of crowdsourcing,
discussion forums, and video sharing through a skill
marketplace — UaaS (Upskilling as a Service). This AI-
based system as part of our ‘#NAD (New Age DELIVERY)’
platform identifies relevant future technologies and
provides contextual and real-time upskilling to associates.
Diverse by nature
A diverse and inclusive workforce is the underlying
basis to nurture innovation, creativity, and for talent
to thrive in an increasingly global and competitive
market. Our operations span over countries and
we recognise the value diverse people bring to the
workplace. We believe in being ‘intentionally diverse’,
which essentially means that we encourage inclusive
practices across all aspects of gender, sexuality,
generation, socio-economic strata, stakeholders,
cultures, belief, abilities and technology.
Social
Community
wellbeing is
our priority
At Tech Mahindra, our objective is to
empower communities by extending
our radius of responsibility beyond
immediate benefit to lasting good.
Our commitment and sincerity to
helping change lives for the better
is as intense as to cutting-edge
technology and innovative solutions
to our customers.
Tech Mahindra Foundation (TMF)
Tech Mahindra Foundation—the Corporate Social
Responsibility division of Tech Mahindra was
established in , as a Section Company
(referred to as a Section Company in the
Companies Act, ). TMF works for children,
youth and teachers from urban, disadvantaged
communities in India, with a focus on women
and persons with disabilities. TMF operates from
Chennai, Bhubaneswar, Chandigarh, Delhi-NCR,
Hyderabad, Kolkata, Mumbai, Nagpur, Pune,
Visakhapatnam and Bengaluru.
High-impact projects
Partners
Total no. of children, teachers
and youth impacted in FY
,
Tech Mahindra Foundation and Mahindra École
Centrale, our Corporate Social Responsibility arms
ensure continuous engagement with stakeholders
to create maximum impact on beneficiaries.
Our CSR vision:
Empowerment
through Education
32
Education
Shikshaantar
Mobile Science Lab
Breakthroughs come about when organisations look
for solutions, the nature of problem notwithstanding.
TMF actions the government agenda of Sarva
Shiksha Abhiyaan by ensuring quality education
across all its partner schools through its primary
school improvement programmes. The objective
is to look at four connected dimensions in overall
development of schools and the learnings provided
therein. They are as follows:
Shikshaantar works to build greater capacities among
government school teachers through workshops,
learning festivals and experiential activities.
Through its partnered and directly implemented
projects such as the In-Service Teacher Education
Institutes of North Delhi and East Delhi, TMF has
augmented its education portfolio.
To increase TMF’s influence in education and maximise
reach, it launched a unique initiative during the year:
the Mobile Science Lab. A Mahindra bus was remodelled
into a science laboratory on wheels. It goes from school
to school in East Delhi to cover Science, Technology,
Engineering and Mathematics (STEM) learnings.
During the year, the initiative received massive response
from over , children, with a potential to expand
manifold in the future.
Under this flagship Education initiative,
TMF partners with local government
schools and credible NGOs for long-term
school improvement programmes.
All Round Improvement in
School Education (ARISE)
• Academic dimension—to warrant children’s
acquisition of grade-appropriate learnings
• Social dimension—to ensure that students’
families are equal stakeholders in their holistic
learning and development journeys
• Infrastructural dimension—to create
happier classrooms
• Organisational dimension—to ascertain that
schools are equipped with latest curriculum
and trained teachers for the organic
growth of children
Students covered
under the programme
Teachers
trained in FY
Government schools
turned into model
schools of excellence
,
,
Annual Report 2019-20 33
ESG Performance
Disability
The third major area of intervention, inclusive of
employability and education initiatives, is for the cause
of uplifting people with disabilities. Our Board mandates
the need for % of beneficiaries to be PWDs. The
two major programmes under Disability are ARISE (All
Round Improvement in School Education) and SMART+
(Skills for Market Training for Persons with Disabilities).
In FY, TMF expanded its scope of work for children
with disabilities. ARISE, an education programme,
provides children with chronic therapy and special
education to help them lead more fulfilling lives.
Through projects, the programme enabled ,
children with disabilities to become more independent
in managing themselves and become better learners.
To ensure that youth with
disabilities are a part of the
mainstream skilled workforce
cadre, TMF’s SMART+
programme trains them in
market-related skills for dignified
jobs in hospitality, BPO, retail,
and IT-enabled industries.
SMART Centres
SMART Academies
Employability
Skills-for-Market Training (SMART) is TMF’s flagship
programme in employability. It is built on the vision of an
educated, enabled and empowered India, and the belief
that educated and skilled youth are the country’s true
strength. These include SMART and SMART+ centres
(training for people with disabilities), alongside SMART-T
centres (training in technical trades).
TMF launched the Tech Mahindra SMART Academies,
which provide the highest quality of skill training to
youngsters in healthcare and digital technologies.
During FY, , students were enrolled in the
three healthcare academies across Delhi, Mohali
and Mumbai. At the SMART Academy for digital
technologies in Visakhapatnam, Hyderabad and Mohali,
another students were enrolled and in the SMART
Academy for Logistics and Supply Chain Management
in Visakhapatnam, students were enrolled.
Young people trained under
the SMART programmes
Of the trained youth
are placed in jobs
Transgender people trained
from Bhubaneswar
People trained under the
Employability programme
,
%
,
Social
34
,
Persons with
disabilities
trained under
SMART+
Employee volunteering
The Foundation creates opportunities for associates
to volunteer across its various oce locations.
The concept of corporate volunteering at the
Foundation borrows from the philosophies of
RISE and driving positive change. Our associates
participate in events designed to benefit larger
groups of beneficiaries. This includes the children
of ARISE and the youth of the SMART programmes.
Individual Social Responsibility (ISR) is our mandate
and refers to a self-driven and self-sustained
model of volunteering undertaken by each of our
associates by choosing to devote time for a social
cause. They also conduct training sessions. In FY,
we connected , associates to contribute
,, hours towards these programmes.
Annual Report 2019-20 35
ESG Performance
Governance
Spearheading
responsible
transformation
Tech Mahindra emphasises best corporate
governance practices, ensuring that global
best practices are followed across levels
of the organisation. It is about creating a
framework to meet organisational objectives,
while balancing stakeholder interests.
Board of Directors
Mr. Anand G. Mahindra
Chairman, Non-Executive
Mr. C P Gurnani
Managing Director and
Chief Executive Ocer
The Board is responsible for determining the Company’s
short-term, medium-term and long-term strategic objectives
and charting out the broad roadmap to achieve it. Together,
the Board and the management ensure that the Company
upholds high standards of integrity and excellence.
36
Mr. V S Parthasarathy
Non-Executive Director
Ms. Shikha Sharma
Independent Director
Ms. Mukti Khaire
Independent Director
Ms. M. Rajyalakshmi Rao
Independent Director
Mr. M. Damodaran
Independent Director
Dr. Anish Shah
Non-Executive Director
Mr. Haigreve Khaitan
Independent Director
Mr. T N Manoharan
Independent Director
Annual Report 2019-20 37
ESG Performance
Corporate Information
Directors’ Report
Corporate Governance Report
Management Discussion & Analysis
Business Responsibility Report
39
40
100
120
136
Statutory
Reports
-
Mr. Anand G. Mahindra, Chairman
Mr. C. P. Gurnani, Managing Director & CEO
Dr. Anish Shah (w.e.f. September , )
Mr. Anupam Puri (upto July , )
Mr. Haigreve Khaitan (w.e.f. August , )
Mr. M. Damodaran
Ms. M. Rajyalakshmi Rao
Ms. Mukti Khaire
Mr. Ravindra Kulkarni (upto July , )
Ms. Shikha Sharma (w.e.f. August , )
Mr. T. N. Manoharan
Mr. Ulhas N. Yargop (upto July , )
Mr. V. S. Parthasarathy
Chief Financial Ocer
Mr. Manoj Bhat
Company Secretary & Compliance Ocer
Mr. Anil Khatri
Auditors
B S R & Co. LLP
Chartered Accountants
Bankers
Axis Bank Limited
BNP Paribas
Citibank N. A.
HDFC Bank Ltd.
HSBC Bank Ltd.
ICICI Bank Ltd.
Kotak Mahindra Bank Ltd.
Standard Chartered Bank
State Bank of India
JP Morgan Chase Bank N.A.
The Bank of Nova Scotia
Yes Bank Limited
Registered Oce
Gateway Building,
Apollo Bunder,
Mumbai – .
Corporate Oce
Plot No. , Phase III,
Rajiv Gandhi Infotech Park,
Hinjewadi, Pune – .
Audit Committee
Mr. T. N. Manoharan, Chairman
Mr. M. Damodaran
Ms. Shikha Sharma
Mr. V. S. Parthasarathy
Nomination and Remuneration Committee
Mr. T. N. Manoharan, Chairman
Ms. Shikha Sharma
Mr. V. S. Parthasarathy
Ms. Mukti Khaire
Stakeholders Relationship Committee
Mr. M. Damodaran, Chairman
Mr. C. P. Gurnani
Mr. V. S. Parthasarathy
Ms. M. Rajyalakshmi Rao
Mr. Haigreve Khaitan
Ms. Mukti Khaire
Corporate Social Responsibility Committee
Mr. C. P. Gurnani, Chairman
Ms. M. Rajyalakshmi Rao
Mr. V. S. Parthasarathy
Mr. Haigreve Khaitan
Ms. Mukti Khaire
Risk Management Committee
Ms. Shikha Sharma, Chairperson
Mr. T. N. Manoharan
Mr. M. Damodaran
Mr. V. S. Parthasarathy
Dr. Anish Shah
Ms. Mukti Khaire
Investment Committee
Ms. Shikha Sharma, Chairperson
Mr. C. P. Gurnani
Mr. V. S. Parthasarathy
Dr. Anish Shah
Mr. Haigreve Khaitan
Ms. Mukti Khaire
Securities Allotment Committee
Mr. Haigreve Khaitan, Chairman
Mr. C. P. Gurnani
Mr. V. S. Parthasarathy
Committees of Directors
Corporate Information
Statutory Reports
Board of Directors
DIRECTORS’ REPORT
Your Directors present their Thirty Third Annual Report together with the audited accounts of your Company for the
year ended March 31, 2020.
FINANCIAL RESULTS STANDALONE
(` in Million)
For the year ended March 31
2020 2019
Income
315,916 281,879
Profit before Interest, Depreciation and tax
60,663 61,289
Interest
(667) (431)
Depreciation
(6,674) (6,592)
Profit Before Tax
53,322 54,266
Provision for taxation
(7,977) (10,469)
Profit after tax
45,345 43,797
Other Comprehensive Income
(3,234) 1,671
Balance brought forward from previous year
171,952 150,495
Additions*
- 8
Transition impact of Ind AS , net of tax (refer note of financial statements)
(78) -
Balance
171,874 150,503
Profit available for appropriation
217,130 194,309
Equity Dividends (Including tax on Dividends)
(27,522)
1
(16,411)
2
Transfer to retained earnings on account of options lapsed
59 62
Others**
26 23
Transferred to Special Economic Zone re-investment reserve (net of utilisation)
(5,540) (5,928)
Contractual Obligation for Buy back
- (103)
Buyback of equity shares (refer note (v))
(132) -
Balance carried forward
184,021 171,952
Interim Dividend for the financial year ended March , and Final Dividend for the financial year ended March ,
Final Dividend for the financial year ended March ,
* Tech Mahindra Growth Factories Limited and Dynacommerce India Private Ltd have been merged with the Company consequent
to the schemes of merger by absorption approved by NCLT, Mumbai and Bengaluru (refer note No. to the financial statements)
**In FY - the business of Sofgen UK was transferred to Tech Mahindra UK Branch and Sofgen India Private Limited has been
merged with Tech Mahindra Limited.
DIVIDEND
The Board of Directors on February 24, 2020 approved
interim dividend of ` 10/- per equity shares (i.e. 200%)
of ` 5/- each which was paid by the Company to the
shareholders whose names were appearing in the
Register of Members as on March 3, 2020 being the
record date for the payment of dividend. Your Directors
are pleased to recommend a final dividend of 5/- per
Equity Share (100%), payable to those Shareholders
whose names appear in the Register of Members as
on the Book Closure Date. Thus the total dividend for
FY 19-20 will be ` 15/- per share (300%) as against ` 14/-
per share (280%) in FY 18-19.
Your Company has formulated a Dividend Policy as
provided at “Annexure I” to this Report and the same
is disclosed on the website of the Company at https://
www.techmahindra.com/investors/Dividend-Policy.pdf
SHARE CAPITAL
During the financial year 2019-20, your Company’s
authorised capital increased from ` 7,932 million
divided into 1,586,300,000 Equity Shares of ` 5 each to
` 8,337 million divided into 1,667,300,000 Equity Shares
of ` 5 each. The said increase in authorised capital was
consequent to the merger of Tech Mahindra Growth
Factories Limited and Dynacommerce India Private
Limited with Tech Mahindra Limited with the eective
date of merger March 10, 2020.
The Board in February 2019 approved buyback of
20,585,000 equity shares of the Company representing
approximately 2.09% of the total number of equity
shares in the paid up capital of the Company, for an
aggregate amount of
` 19,555.75 Million being 9.551%
of the total paid up equity share capital and free
40
reserves of the company, at a price of ` 950/- per equity
share from the existing shareholders of the Company
on a proportionate basis under the Tender Oer
method in accordance with the provisions of Securities
and Exchange Board of India (Buyback of Securities)
Regulations, 1998, the Companies Act, 2013 and rules
made thereunder. It was completed on April 15, 2019
and in compliance with Securities and Exchange Board
of India (Buy Back of Securities) Regulations, 2018 and
Securities and Exchange Board of India (Depositories &
Participants) Regulations, 2018 and framed thereunder
the shares bought back were extinguished on April 17,
2019 by reducing the issued and paid up capital of the
company.
As a result, the issued, subscribed and paid-up equity
share capital decreased from 4,916.81 Million divided
into 983,362,470 equity shares of 5/- each to
4,814 Million divided into 962,777,470 equity shares of
5/- each in the month of April 2019.
During the year under review, your Company allotted
3,074,894 equity shares on the exercise of stock
options under various Employee Stock Option Plans.
Consequently, the issued, subscribed and paid-up
equity share capital has increased from 4,814 Million
divided into 962,777,470 equity shares of 5/- each to
4,829 Million divided into 965,852,364 equity shares
of 5/- each.
BUSINESS PERFORMANCE / FINANCIAL
OVERVIEW
The Company believes in providing connected
experiences, oering innovative and customer-
centric information technology experiences, enabling
Enterprises, Associates and the Society to Rise™. The
company has more than 125,000 professionals in
more than 90 countries, helping 973 global customers
including many Fortune 500 companies. The company’s
convergent, digital, design experiences, innovation
platforms and reusable assets connect across a number
of technologies to deliver tangible business value and
experiences to the stakeholders. Your company also
focuses on sustainable business strategy, managing
social and environmental impacts, while ensuring that
corporate decisions lead to an equitable growth. As a
result, Tech Mahindra is one of only 3 companies from
India to be included in the DJSI World Index and one of
the twelve Indian companies in the Emerging markets
category.
During the Financial Year 2019-20, the Company’s
consolidated revenues increased to ` 368,677 Million
from ` 347,421 Million in the previous year, a growth of
6.1% The geographic split of revenue is well balanced
across regions, with 48.1% share from the Americas,
26.9% share from Europe and 25% from the Rest of the
World.
The consolidated Profit including other income before
Interest, Depreciation and Tax was at ` 66,955 Million,
against ` 68,056 Million in the previous year.
The consolidated Profit after Tax, amounted to ` 38,974
Million as against ` 42,888 Million in the previous year.
In an age of regular technological disruption, Tech
Mahindra is delivering value to its customers with
its domain expertise and wide range of oerings in
Blockchain, Machine Learning, Artificial Intelligence,
Cloud, Cyber Security, Quantum computing and IoT
combined with an intimate understanding of each
customer and their objectives. The company has
collaborated with industry leaders & start-ups, academia
and partners under TechmNxt charter to provide
customized yet simplified solutions to the customers.
IMPACT OF COVID19
During the last quarter of the year under review
the incidence of Covid-19 developed into a global
pandemic. The directors have assessed the impact of
Covid-19 on the business at the balance sheet date and
there are no significant changes as of the balance sheet
date. The company continues to provide the services
to its customers, although some parts of the business
have been disrupted due to the current lockdown
conditions in most part of the world including India. Due
to the worldwide uncertainty caused by Covid-19, and
its potential to impact the company, the company has
put in place mitigation plans to minimize the adverse
impact on both revenue and profitability. However at
this juncture it is dicult to assess the overall impact on
the economy and your company.
There are no material changes or commitments aecting
the financial position of the Company between the end
of the financial year and the date of the report.
ACQUISITIONS
INFOTEK SOFTWARE & VITARAN
The Company, on April 9, 2019, announced the
acquisition of 18.1% each of the share capital of M/s lnfotek
Software and Systems Private Limited (Infotek) and
M/s Vitaran Electronics Private Limited (Vitaran). lnfotek
is engaged in trading of Radio Frequency Identification
(“RFlD”) products and providing supporting installation
and software maintenance services while Vitaran is
Annual Report 2019-20 41
Statutory Reports
engaged in trading of RFlD products which form part
of access control systems. Tech Mahindra intends to
leverage the RFID space in building a strong footprint
in the asset monitoring, tracking and automated billing
solutions space. Both the companies are based in India
and will help expand Tech Mahindra’s solution portfolio
to cater to the smart city projects.
OBJECTWISE
The Company acquired 100% of the share capital of
Objectwise Consulting Group Inc. through its wholly
owned subsidiary viz., Tech Mahindra (Americas) Inc.,
for an equity value of CAD 2.25 Million. Objectwise
is a Canadian entity with strong capabilities in
implementation and support of PEGA software. The
acquisition was completed on October 4, 2019.
MAD*POW
The Company announced the acquisition of majority
stake in Mad*Pow Media Solutions, LLC (Mad*Pow)
through its wholly owned subsidiary viz., Tech Mahindra
(Americas) Inc., at a consideration of USD 28.23 Million
for 100% shareholding of Mad*Pow. As per the terms
of the agreement, 65% of the shares are acquired at
closing of the transaction while the balance shares
will be bought over the next 3 years linked to financial
performance. Mad*Pow is a US-based entity engaged
in providing user-centered design services to a wide
range of clients throughout the United States. It has
70 employees including researchers, designers,
strategists, creative technologists, psychologists, and
creative thinkers. Mad*Pow is expected to bolster Tech
Mahindra’s capabilities in customer experience and
digital transformation such as research and testing,
experience strategy and service design, content
strategy, data science and analytics and is in sync with
Tech Mahindra’s global digital charter. The acquisition
was completed on July 31, 2019.
BORN GROUP
The Company acquired 100% stake in Born Group
through its wholly owned subsidiary viz., Tech Mahindra
(Singapore) Pte Ltd., for an enterprise value of USD
94.1 Million. Born Group is headquartered in New York
and is the largest independent, integrated agency for
strategy, creative content and commerce oerings
with strong technology capabilities. The acquisition
will enhance Tech Mahindra’s transformation
consulting capabilities through addition of creative
and design skills, technology and analytics platforms
and commerce expertise. The Company has oces in
London, Singapore, Hong Kong and India and has a
strength of more than 1,100 employees. The acquisition
was completed on November 26, 2019.
CERIUM
The Company announced acquisition of 70% stake
in Cerium Systems Private Ltd., on January 31, 2020
an Indian entity with headquarter in Bangalore for
an enterprise value not exceeding INR 2450 million.
Subsequently on April 9, 2020, the Company changed
terms to acquire 51% of share capital. The remaining 49%
will be acquired over the next three years at a valuation
linked to the financial performance of the Cerium. Cerium
is an integrated circuit and embedded software design
service provider and is expected to help bolster Tech
Mahindra’s capabilities in the areas of semiconductor
design and testing, embedded software development/
testing and product engineering. The Company also has
oces in Santa Clara, CA and Penang, Malaysia along
with Cochin and Vishakhapatnam (India) and has ~840
employees. The acquisition was completed on April 9,
2020.
ZEN3
The Company announced acquisition of 100% of the
share capital of Zen3 Infosolutions (America) Inc.
through its wholly owned subsidiary viz., Tech Mahindra
(Americas), Inc, on February 24, 2020. Subsequently on
April 9, 2020 the Company changed terms to acquire
100% of share capital for a cash consideration of USD
64 Million, out of which USD 35 Million is upfront, USD
4 Million will be paid over two years and USD 25 Million
will be paid over 3 years linked to financial performance.
Zen3 is a US-based company and a leading software
solution group with strong capabilities in AI enablement
services, AI Speech solutions, Cloud engineering,
Software product engineering and DevOps. Zen3 has
more than 1,300 employees across oces in Seattle,
Dublin, Bengaluru, Hyderabad and Vishakhapatnam.
The acquisition was completed on April 9, 2020.
DIVESTMENTS
SALE OF STAKE IN FIXSTREAM
The Company entered into an agreement to divest its
entire 73.38% stake on August 18, 2019, equity investment
in Fixstream Networks Inc., USA, a subsidiary company
for a consideration of USD 2 Million. The turnover of
Fixstream for the Financial Year 2018-2019 was USD 5.15
Million on which it incurred loss of USD 5.19 Million. The
deal was concluded on September 30, 2019.
42
SALE OF INVESTMENT IN TERRA PAYMENT
SERVICES
Comviva Technologies Ltd, a subsidiary of the Company,
announced on March 2, 2020 sale of its 100%
shareholding in Terra Payment Services (Netherlands)
BV and Terra payment services South Africa RS Pty.
Ltd. along with its subsidiaries for, an upfront payment
of USD 9.0 Million and bonus pay-out upto USD 13.8
Million, subject to threshold and milestones. The
turnover of Terra Payment Services for the Fiscal year
ended March 31, 2019 was USD 2.3 Million.
DETAILS OF SUBSIDIARIES/JOINT
VENTURES/ ASSOCIATE COMPANIES
The performance and financial position of the
subsidiaries, associate companies and joint venture
companies included in the consolidated financial
statement is provided in accordance with the provisions
of Section 129 read with Rule 5 of the Companies
(Accounts) Rules, 2014 containing the salient features of
the financial statement of Company’s subsidiaries/joint
ventures or associate companies in Form AOC – 1 in
“Annexure II” to this report.
Pursuant to Rule 8(5)(iv) of the Companies (Accounts)
Rules, 2014, the names of the companies which have
been incorporated or ceased to be the subsidiaries, joint
ventures or associate companies during the year are
provided in “Annexure III” to this report. The Company
is actively pursuing the initiative on consolidation of
its subsidiaries/branches to optimise the operational
costs and reduce the compliance risks. During the year
under review, your company has closed/merged 29
subsidiaries.
In terms of the provisions of Regulation 24 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation
2015, Tech Mahindra (Americas) Inc. is a wholly owned
unlisted material subsidiary of the Company.
The policy for determining Material Subsidiaries
formulated by the Board of Directors is disclosed on the
Company’s website and is accessible on https://www.
techmahindra.com/investors/Policy-For-Determining-
Material-Subsidiaries.pdf
UPDATE ON MERGER
The Board of Directors at its meeting held on May 21,
2019 approved the Scheme of Merger by absorption
of Tech Mahindra Growth Factories Limited (TMGFL)
and Dynacommerce India Private Ltd (Dynacommerce)
with the Company. Accordingly, the companies filed
the applications before Hon’ble National Company Law
Tribunal (“NCLT”) Mumbai and Bengaluru respectively.
NCLT Mumbai and NCLT Bengaluru vide their order
dated January 31, 2020 and February 28, 2020
respectively, approved the scheme of merger by
absorption of the TMGFL and Dynacommerce with the
Company and their respective shareholders. As per the
Scheme, the appointed date for merger of TMGFL is
April 1, 2019 and for Dynacommerce it is June 1, 2019
The Scheme of Amalgamation has become eective on
March 10, 2020.
HUMAN RESOURCES
Your company has taken several initiatives in the
development of human resources which are the main
assets of the company. Some of the initiatives taken in
this area are stated below:
#LOVETOBETECHM
In the year 2019-2020, the Company redefined its people
policy to on-board the right talent, build their capability,
create an innovation-centric work environment and
promote inclusion. Each one of our Associates have
played a major role in our transformation journey and
have been responsible for living our culture and making
a dierence. This has nurtured a natural fondness and
love between the Company and every Associate. Love
sustains Associates through tough times and inspires
them to give their best. The Company believes this
appreciation, aection and pride for the Company
expressed through #lovetobeTechM has helped boost
the image as a great place to work in.
LIVING THE CULTURE
Our unique culture of driving positive change, celebrating
each moment and empowering all to Rise defines what
the Company stands for as an organization and what
dierentiates and unites all of the Associates. Last year,
the Company aligned all internal HR processes and
practices to reflect the culture code.
HIRING & TRAINING
Hiring at the Company is “intentionally diverse”
because of our belief in the saying “if you do not
intentionally include, you unintentionally exclude.”
Last year, the Company launched the UK & US
Undergrads program to add global talent to our sales
force. By starting a Young Leaders Program to hire
ex-entrepreneurs, the Company has gained potential
Annual Report 2019-20 43
Statutory Reports
leaders who use creative thinking “hacks” to help
solve complex business issues, a skill often missing in
traditionally trained Managers. The Company has also
digitized the hiring processes by leveraging internal
#NewAgeDelivery platform to match Demand Vs
Resource Supply. Through proactive skilling programs
for Associates approaching the end of their project
assignment’s along with bench fests, the Company
reduced deployable bench to 4.9% from 6.3% last year
which is one of the best in the industry. Through this,
the Company has increased internal fulfilment by 9.1%
thus reducing dependency on external hiring.
INTENTIONALLY DIVERSE
The Company has made significant progress in its
eorts to enhance its Diversity and Inclusion. The
Company has also launched several initiatives for
women like reserved parking slots and improved
ergonomics at the workplace for expectant mothers,
on campus crèche, extended work from home option
amongst others. The Junior TechMighty program
sends across a personalized gift to the new mother
to convey wishes and assure her of the organization’s
support even as she is away. We are also amongst the
first to provide support for sexual reassignment survey
and include same-sex partners in insurance coverage.
Through these interventions at moments that matter,
the Company is providing Associates the wellness
and psychological safety net to contribute their best.
The Company was amongst the only three Indian
companies to be included in the Bloomberg 2020
Gender-Equality Index (GEI).
CONNECTED EXPERIENCES
The Company had continued to invest in tools and
technologies to improve service delivery eciency for
HR services. During the year, self-service options for
Associates and ex-Associates have been enhanced
resulting in significant reduction in service request
volumes. The Company continues to leverage Robotic
Process Automation (RPA) technology to improve
service delivery and introduce new services. The “Dove”
mobile application is a unique pre-on-boarding platform
available to TechMighties who are joining the Company.
The Company has also developed a humanoid robot
employee called K2 which stands for Knowledge and
Kindness. With a knowledge base of 800+ HR queries
and more than 2000 utterances programmed into it, K2
is our big leap to future and is going to change the way
our associates interact with HR team.
DRIVING PERFORMANCE THROUGH PURPOSE
The Company is empowering Associates through
integrated performance management and continuous
learning. This year, the Company has launched the
Career Development Plan platform for Associates to
plan their Career Aspirations and goals in the beginning
of the year and work towards achieving it along with
their Managers. the Company has also introduced
the Manager Change Feedback platform wherein
Associates automatically receive feedback when there
is a Manager/Unit change.
BECOMING FIT4FUTURE
The Company prioritizes the professional and attitudinal
development of its Associates as a business imperative.
The Company has developed a skill marketplace
called #UaaS (Upskilling as a Service). This AI based
system is part of our ‘New Age Delivery’ platform and
identifies the relevant future technologies and provides
contextual and real-time upskilling to employees. The
platform is proving to be the X factor in the pursuit
of being Fit4Future with inclusive growth which are
strategic priorities for your Company.
DEVELOPING FUTURE LEADERS
The Company has invested in developing a robust
leadership pipeline. With programs like Chrysalis,
your Company has built our Leadership capability to
meet our aspirations of orbit shifting goals. This year
the Company has focussed on building capability of
the middle-managers with programs like Transcend
and Ascend. Both these programs have deeply
collaborative, academically rigorous learning journeys
that give Associates a new way to experience
Leadership Learning— while at work.
STAYING CONNECTED
The Company ensured that Associates stay connected
with the Company and with each other through myriad
platforms, publications, campaigns, stories, contests,
connects and initiatives. Besides the daily newsletters,
interactive intranet & weekly news update, the Company
also focuses on ensuring 360-degree feedback through
multiple channels. One of the flag ship events called
Connect with the CEO nurtures pride and bonding with
the management and the teams. The CEO spends a
qualitative half day with chosen members from across
locations exchanging information and highlights. Our
special series called “Rise from within” brings to the
Associates inspiring stories about accepting no limits
and driving positive change within the organisation.
44
NURTURING A CULTURE OF APPRECIATION
The Company believes that while rewards are important
to creating a happy organisation, it’s equally important to
nurture a culture of non-monetary mutual appreciation
amongst the Associates too. The Company has a
robust digital platform ensures both – recognition and
appreciation. This year 47.04% of associates were
recognized for their achievements while over 30,000
Associates exchanged wishes and gratitude.
WELLNESS BEFORE BUSINESS
Wellness before business is a mantra the Company has
adopted to ensure the complete wellbeing and fitness of
our Associates. To ensure all-round wellness – including
physical, mental, emotional, financial and social aspects
– of our Associates, your Company has run a number of
initiatives in partnership with external agencies.
BECOMING A COMPANY WITH A PURPOSE
The Company has focused eorts in corporate
and individual social responsibility and corporate
sustainability to bring alive the promise of being a
Company with a Purpose. On August 1
st
2019, The
Company launched 3-4-3 (Every Associate to plant
3 trees a month, take 4 carpool rides and volunteer 3
hours a month), introduced a complete ban on smoking
and single-use plastic across all oces in India. To fulfil
our Associates’ aspirations of giving back to society,
Your Company initiated a focused drive on Individual
Social Responsibility (ISR) where Associates can take
time o work to donate to social causes.
QUALITY
The Company continues its focus on quality and strives
to exceed customer expectations at all times. During the
year, it continued to strengthen the implementation of
CMMI Dev v1.3 (Capability Maturity Model Integration)
Dev v1.3 (Capability Maturity Model Integration)
(Development) for which the organization is assessed
at L5. Similarly it underwent various upgrade and
continuous evaluation audits for various standards
during the year to meet client demands and enhance
value delivery – Successfully assessed for, CMMI Dev
v 1.3, Level 5, ISO 9001:2015 (Quality Management
System), ISO 20000-1:2018 (Information Technology
Service Management System), ISO 27001:2013
(Information Security Management System), TL9000
R 6.1/ R5.5 (Quality Management Systems for Tele
Communications industry), ISO 13485:2016 (Quality
Management Systems for medical devices - scope of
certification limited to medical devices business within
Tech Mahindra), AS9100 Rev D (Standard for Aerospace
domain – scope of certification limited to the aerospace
business within Tech Mahindra).
In addition to these, your Company also maintains its
commitment to health, safety and environment by
continually improving its processes in accordance
with ISO 14001:2015 (Environmental Management
System)and ISO 45001: 2018 (Occupational Health and
Safety Assessment Series) standards. Your Company
is also certified on ISO 22301:2012 (Societal Security
and Business Continuity Management System) and
has a comprehensive Business Continuity and Disaster
Recovery framework, to prevent potential business
disruptions in the event of any disaster. It has processes
that will help resume services to customers’ acceptable
service levels. Automated Service Desk with SLAs for
enabling business and Vulnerability Assessment and
Penetration Testing Lab for secured corporate network
operations are highlights showcasing information
security posture of the Organization. Tech Mahindra
(IT Division) has been assessed for implementation of
high maturity business excellence practices at Mahindra
Group (Services Sector). It has been assessed at TMW
Maturity Stage 6 (on scale of 1-10 stages) of Mahindra
Business Excellence Framework – The Mahindra Way.
These certifications are testimony of the robustness
of business processes and at large the quality
culture imbibed in the organization. Your Company
has also strengthened Process/Practice and Tools
Industrialization of various Engineering activities for
Development, Testing and Managed service portfolio
to achieve standardization, better eciency and best
practices being implemented across the businesses.
Your Company has continued to strengthen the process
for transforming Quality Assurance processes & delivery
methods to New Age Delivery processes through
#NewAgeDelivery Engine. This engine focuses on asset
creation and re-usability, enabling the associates to be
rightly skilled through Upskilling as a service,enabling
the projects and programs to deploy smart planning
and crowd sourcing through Capability as a service,
providing an automated workflow environment for the
associates to execute the project seamlessly through
Digital inside and Continuous Delivery, all of this
leading to better customer experience and faster quality
delivery. Your Company is putting all the initiatives in
place in order to ensure we deliver as stated in Quality
Policy.
DIRECTORS
During the year under review, all Independent Directors
have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of
Annual Report 2019-20 45
Statutory Reports
the Companies Act, 2013 and Regulation 16(1)(b) of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Independent Directors have also given
declaration of compliance with Rules 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, with respect to their name appearing in the
data bank of Independent Directors maintained by the
Indian Institute of Corporate Aairs.
Pursuant to the provisions of Section 152(6)(c) of the
Companies Act, 2013, Mr. C. P. Gurnani, Managing
Director & CEO (DIN: 0000018234 ) is liable to retire by
rotation and oers himself for reappointment.
The tenure of Mr. Anupam Puri, Mr. M. Damodaran,
Mr. T. N. Manoharan, Ms. M. Rajyalakshmi Rao and
Mr. Ravindra Kulkarni who were appointed as
Independent Directors of the Company on August
1, 2014 ended on July 31, 2019. The Shareholders at
the Annual General Meeting held on July 31, 2019
re-appointed Mr. M. Damodaran (DIN:0002106990) up to
March 31 2022, Mr. T. N. Manoharan (DIN:0001186248),
Ms. M. Rajyalakshmi Rao (DIN:0000009420) for a
further period of 5 years.
Mr. Anupam Puri and Mr. Ravindra Kulkarni retired
as Independent Directors of the Company with
eect from close of business hours of July 31, 2019.
Mr. Ulhas Yargop ceased as Non-Executive Director of
the Company with eect from close of business hours
of July 31, 2019, consequent to his superannuation from
Mahindra & Mahindra Limited.
The Board places on record its sincere appreciation
for the valuable advice and guidance given by these
directors during their tenure.
Ms. Mukti Khaire (DIN: 0008356551), Ms. Shikha
Sharma (DIN: 0000043265) and Mr. Haigreve Khaitan
(DIN: 0000005290) were appointed as Independent
Directors of the Company for a period of 5 years w.e.f.
August 1, 2019 by the shareholders at the Annual
General Meeting held on July 31, 2019.
Your Directors co-opted Dr. Anish Shah
(DIN: 0002719429) as an Additional Director with eect
from September 10, 2019 whose term will end at the
ensuing Annual General Meeting and being eligible
oers himself for appointment.
In terms of Regulation 24(1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulation 2015,
Mr. T. N. Manoharan Independent Director of the Company
has been appointed as Director in Tech Mahindra
(Americas) Inc. with eect from May 21, 2019, a Wholly
owned unlisted material subsidiary of the Company.
In the opinion of the Board of Directors the Independent
Directors have relevant proficiency, expertise and
experience.
FAMILIARISATION PROGRAMME
These Programs aim to provide insights into the
Company to enable the Independent Directors to
understand its business in depth and contribute
significantly to the Company. The details of program
for familiarisation of the Independent Directors with the
Company are available on the Company’s website and
can be accessed at; https://www.techmahindra.com/tml-
familarisation-progarmmes-for-IDs.pdf
The Board members are also regularly updated on
strategic investments, mergers, acquisitions, business
updates, business models and competitive environment.
The Board is also updated on geographical and
organisational risks, industry review, internal financial
controls, changes in Corporate and allied laws, Taxation
laws & related matters through presentations and
updates made by the respective functional leaders. Our
MD & CEO has a quarterly session with Board members
sharing updates about the Company’s business
strategy, operations and the key trends in the IT industry
relevant for the Company. These updates help the
board members in keeping abreast of the key changes
and their impact on the Company.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act,
2013 and Regulation 19 read with Schedule II, Part D
of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board has devised a policy on evaluation of
performance of Board of Directors, Committees and
Individual directors. Accordingly, the Chairman of the
Nomination and Remuneration Committee obtained
from all the Board members duly filled in evaluation
templates for evaluation of the Board as a whole,
evaluation of the Committees and peer evaluation. The
summary of the evaluation reports was presented to the
respective Committees and the Board.
NUMBER OF MEETINGS OF THE BOARD
The Board met 5 times during the financial year. The
meeting details are provided in Corporate Governance
report that forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 120
days as prescribed in the Companies Act, 2013.
46
POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION
The Governance policies laid down by the Board of
Directors of your Company include:
i. Policy on appointment and removal of
Directors, Key Managerial Personnel and Senior
Management.
ii. Policy on remuneration to the Directors, Key
Managerial Personnel and Senior Management
and other Employees.
The extract of these two policies are provided in
“Annexure IV”.
The policies are available on the Company’s website on
https://www.techmahindra.com/investors/Governance-
Policies-including-remuneration-to-Directors-KMPS.pdf
SUCCESSION PLAN
In accordance with the principles of transparency and
consistency, your Company has adopted governance
policies for Board of Directors, Key Managerial Personnel
& senior management appointments, remuneration &
evaluation. These governance policies inter alia outline
Succession Planning for the Board, Key Managerial
Personnel and Senior Management.
TRAINING
The Company has laid down a policy on training for
Independent Directors, as part of the governance
policies. The Senior Leadership of the Company update
the directors on the regulatory changes, Business
strategy and operations periodically.
KEY MANAGERIAL PERSONNEL KMPs
Pursuant to provisions of Section 203 of the Companies
Act, 2013, Mr. C. P. Gurnani, Managing Director & Chief
Executive Ocer, Mr. Manoj Bhat, Chief Financial Ocer
and Mr. Anil Khatri, Company Secretary & Compliance
Ocer were the Key Managerial Personnel of the
Company during the year under review.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013,
your Directors, based on the representation(s) received
from the Operating Management and after due enquiry,
confirm that:
i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any;
ii. they have, in the selection of the accounting
policies, consulted the Statutory Auditors and
these have been applied consistently and,
reasonable and prudent judgments and estimates
have been made so as to give a true and fair view
of the state of aairs of the Company as at March
31, 2020 and of the profit of the Company for the
year ended on that date;
iii. proper and sucient care had been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;
iv. the annual accounts have been prepared on a
going concern basis;
v. they had laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and were
operating eectively;
vi. the proper systems to ensure compliance with
the provisions of all applicable laws are in place
and are adequate and operating eectively.
DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
The Company has internal financial controls which are
adequate and were operating eectively. The controls
are adequate for ensuring the orderly & ecient
conduct of the business, including adherence to the
Company’s policies, the safe guarding of assets, the
prevention & detection of frauds & errors, the accuracy
& completeness of accounting records and timely
preparation of reliable financial information.
SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS
There are no significant and material orders passed by
the regulators or courts or tribunal impacting the going
concern status and the Company’s operations in future.
STATUTORY AUDITORS
The members, in the 30
th
Annual General Meeting held
on August 1, 2017, appointed B S R & Co. LLP, Chartered
Accountants, [Firm’s Registration No. 101248W/W-
100022] as the Statutory Auditors of the Company, to
hold oce for a term of five years from the conclusion of
Annual Report 2019-20 47
Statutory Reports
the 30
th
Annual General Meeting (AGM) of the Company
held in the financial year 2017-18 until the conclusion of
the AGM of the Company for the financial year 2021-
22 on such remuneration as may be determined by the
Board of Directors.
The members may note that the Ministry of Corporate
Aairs vide notification dated May 07, 2018, has done
away with the requirement of yearly ratification of
appointment of Statutory Auditors, at the AGM.
Pursuant to Section 139 of the Companies Act, 2013
the statutory auditors B S R & Co. LLP, Chartered
Accountants have confirmed they are eligible to
continue as auditors.,
There are no qualifications, reservation or adverse
remark or disclaimer made in the audit report for the
Financial Year 2019-20.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed Dr. K. R. Chandratre,
Practicing Company Secretary, Pune to undertake the
Secretarial Audit of the Company. The Secretarial Audit
Report is available at “Annexure V” to this report. There
are no qualification, reservation or adverse remark or
disclaimer made in the Secretarial Audit Report.
COMPLIANCE WITH SECRETARIAL
STANDARDS
The Company has complied with the applicable
mandatory Secretarial Standards.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the
Companies Act, 2013, the extract of the Annual Return in
Form MGT-9 is attached as “Annexure VI”. The same is
available at the weblink: https://www.techmahindra.com/
en-in/investors/MGT9-Extract-of-Annual-Return.pdf
The Annual Return will be hosted on website after
necessary certification and filing the same with the
authority.
MANAGERIAL REMUNERATION
Disclosures of the ratio of the remuneration of each
director to the median employee’s remuneration and
other details as required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from
time to time, are provided as “Annexure VII”.
None of the directors or Managing Director & CEO of the
Company, received any remuneration or commission
from Subsidiary Companies of your Company.
The details of remuneration paid to the Directors
including the Managing Director & CEO of the Company
are given in Form MGT-9 forming part of the Directors
Report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the
Companies Act, 2013 (“the Act”) read with Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this
Report. However, pursuant to first proviso to Section
136(1) of the Act, this Report is being sent to the
Shareholders excluding the aforesaid information. Any
shareholder interested in obtaining said information,
may write to the Company Secretary at the Registered
Oce / Corporate Oce of the Company and the said
information is open for inspection at the Registered
Oce of the Company.
PREVENTION OF SEXUAL HARASSMENT
POLICY
Your Company laid down Prevention of Sexual
Harassment policy and it is made available on the
website of the Company. The Company has zero
tolerance on Sexual Harassment at workplace. During
the year under review there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
EMPLOYEE STOCK OPTION SCHEMES
During the year under review, there were no material
changes in the Employee Stock Option Schemes (ESOPs)
of the Company and the Schemes are in compliance with
the SEBI Regulations on ESOPs. As per Regulation 14
of SEBI (Share Based Employee Benefits) Regulations,
2014 read with SEBI circular dated June 16, 2015 the
details of the ESOPs are uploaded on the Company’s
website; https://www.techmahindra.com/en-in/investors/
corporate-governance/Details-of-ESOPs-2020.pdf
CORPORATE GOVERNANCE
A report on Corporate Governance covering among
others composition, details of meetings of the Board and
Committees along with a certificate for compliance with
48
the conditions of Corporate Governance in accordance
with the Securities and Exchange Board of India (Listing
Obligations And Disclosure Requirements) Regulations,
2015, issued by the Statutory Auditors of the Company,
forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
A detailed analysis of your Company’s performance is
discussed in the Management Discussion and Analysis
Report, which forms part of this Annual Report.
COST RECORDS
Maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148
(1) of the Companies Act, 2013 are not applicable for the
business activities of the Company.
RISK MANAGEMENT
The Risk Management Committee of the Board of
Directors periodically reviews the Risk Management
framework, identifies risks with criticality and mitigation
plan. The elements of risk as identified for the Company
with impact and mitigation strategy are set out in the
Management Discussion and Analysis Report (MDA).
ESTABLISHMENT OF VIGIL MECHANISM
The Company has laid down Whistle Blower Policy
covering Vigil Mechanism with protective Clauses for
the Whistle Blowers. The Whistle Blower Policy is made
available on the website of the Company.
DEPOSITS / LOANS & ADVANCES,
GUARANTEES OR INVESTMENTS
The Company has not accepted any deposits from the
public during the year under review. The particulars of
loans/advances, guarantees and investments under
Section 186 of the Companies Act, 2013 are given in the
notes forming part of the Financial Statements.
PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with Related Parties as
defined under Section 2(76) of the Companies Act, 2013
and Regulation 23 of the Securities and Exchange Board
of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015, (“The Listing Regulations”), during the
financial year were in the ordinary course of business
and at an arm’s length pricing basis and do not attract
the provisions of Section 188 of the Companies Act,
2013. There were no transactions with related parties
in the financial year which were in conflict with the
interest of the Company and requiring compliance of the
provisions of Regulation 23 of the Listing Regulations.
Suitable disclosure as required by the Indian Accounting
Standards (Ind AS 24) has been made in the notes
forming part of the Financial Statements.
The Company has formulated a policy on materiality of
Related Party Transactions and dealing with Related Party
Transactions which has been uploaded on the Company’s
website which can be accessed at following link
https://www.techmahindra.com/investors/Related-
Party-Transactions-Policy.pdf
The particulars of related party transactions in prescribed
Form AOC - 2 are attached as “Annexure VIII”.
Pursuant to Regulation 23(9) of the Listing Regulations
your company has filed half yearly report on Related
Party Transactions with the stock exchanges.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 are provided in
“Annexure IX” which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY CSR
The CSR vision of the Company is “Empowerment
through Education.”
In compliance with the guidelines prescribed under
Section 135 of the Companies Act, 2013, your Company
constituted a Corporate Social Responsibility (CSR)
Committee. The Board of Directors of the Company
laid down the CSR Policy, covering the Objectives,
Focus Areas, Governance Structure and Monitoring
& Reporting Framework among others. The Company
has spent more than 2% of the average net profits of
the Company during the three immediately preceding
financial years on CSR. In addition, the Company also
donated ` 200 mn towards PM CARES Fund to fight
against COVID-19 pandemic. The policy is available at
https://www.techmahindra.com/CSR_Policy.pdf
The Company’s social initiatives are carried out by
Tech Mahindra Foundation and Mahindra Educational
Institutions, Section 8 (erstwhile Section 25) Companies
promoted by the Company.
Annual Report 2019-20 49
Statutory Reports
TECH MAHINDRA FOUNDATION TMF
The Foundation was set up in 2006, as a Section 25
Company (referred to as a Section 8 Company in the
Companies Act, 2013). Since then, it has worked tirelessly
towards the overarching vision of “Empowerment
through Education”, establishing itself as a prominent
CSR player within the Mahindra Group as well as a
leading social organization at the national level. The
Foundation essentially works with children, youth and
teachers from urban, disadvantaged communities in
India, with a special focus on women and persons
with disabilities. During the year under review, Tech
Mahindra Foundation has successfully implemented
175 high-impact projects with more than 90 partners,
reaching out to more than 180,000 children, teachers
and youth across these locations.
EDUCATION
The key initiatives in the area of School Education include:
ALL ROUND IMPROVEMENT IN SCHOOL
EDUCATION ARISE
Tech Mahindra Foundation’s educational initiatives
under ARISE are long-term school improvement
programmes, in partnership with local governments
and partner organisations. The Foundation in 2019-
20 worked with 36 government schools to turn them
around into model schools of excellence. Around 9,817
students were covered under this programme.
During the year, the Foundation expanded its work
for children with disabilities through its ARISE+
programme. This programme is a variant of ARISE in
which children with disabilities are provided chronic
therapy as well as special education to help them
lead more fulfilling lives. Through 25 projects, the
programme enabled 2,864 dierently-abled students
to become more independent in managing themselves
and better learners.
SHIKSHAANTAR
Shikshaantar, envisioned as a programme for enhancing
capacity of government school teachers, has emerged
as an important programme in the education portfolio
of the Foundation. TMF works with the Municipal
Corporations in East Delhi and North Delhi by running
their In-Service Teacher Education Institutes, and during
the year under review over 2,800 teachers were trained
as part of this initiative. Through this training, these
teachers were able to improve the learning standards
for over 110,000 children.
MOBILE SCIENCE LAB
In order to increase the footprint of its work in Education
and reach the unreached, TMF launched a unique
initiative during the year: the Mobile Science Lab. A
Mahindra bus has been remodelled to be a science lab
on wheels, and has been going from school to school
in East Delhi to provide STEM learning for children
in grades 3 and 4 in these schools. The initiative has
received a tremendous response from over 1,500
children it reached during the year, and has the potential
to expand manifold in the years ahead.
EMPLOYABILITY
Skills-for-Market Training (SMART) is the Foundation’s
flagship programme in employability. It is built on the
vision of an educated, enabled and empowered India,
and the belief that educated and skilled youth are the
country’s true strength. The programme started with
3 Centres in 2012 and is currently running over 100
Centres at 11 locations across India. These include
SMART Centres, SMART+ Centres (training for people
with disabilities), and SMART-T Centres (training in
technical trades).
In 2019-20, your Company trained close to 20,000
young women and men under its SMART program, of
which 1,566 were persons with disabilities. More than
70% of the graduates are placed in jobs upon successful
completion of the training, across multiple industries.
The Foundation’s commitment to setting new
benchmarks in skill development in India has been
underscored by the setting up of Tech Mahindra
SMART Academies, which provide the highest quality
of skill training to youngsters in Healthcare and Digital
Technologies. During FY 19-20, 1,138 students were
enrolled to the three Healthcare Academies in Delhi,
Mohali, and Mumbai, while at the SMART Academy for
Digital Technologies in Vizag, Hyderabad and Mohali,
another 356 students were enrolled.
MAHINDRA EDUCATIONAL INSTITUTIONS MEI
Mahindra Ecole Centrale was established in August
2014 – through a collaborative venture between
Mahindra Educational Institutions (MEI – a not-for-profit,
100% subsidiary of Tech Mahindra).
Ecole Centrale of Paris, France (now known as
Centrale Supelec) and the JNTU Hyderabad – to oer
undergraduate engineering programs in Computer
Science Engineering, Mechanical Engineering, Electrical
50
& Electronics Engineering, and Civil Engineering –
and located at the Tech Mahindra Technology Centre
campus in Hyderabad. Through this strong Indo-French
Collaboration with Centrale Supelec and Industry
connect with Tech Mahindra, MEC has emerged as a
disruptive player in the field of Technical Education.
Today MEC is a six years old institution with a rich
footprint in the areas of Engineering education and
Research. MEC has a team of internationally acclaimed
faculty, every one of whom is holding Ph.D. in their own
areas of interest. With a strong student to faculty ratio
of 15:1, the students of MEC are guided through the
disciplines of Engineering Sciences, Natural Sciences,
Humanities and Creative Sciences.
During the year 2019-20 MEC has signed MOU with
one of the leading Australian telecommunications giant,
with Cybersecurity Centre of Excellence (CCoE) which
is a joint initiative of the Government of Telangana and
Data Security Council of India (DSCI), with Government
of Telangana in the space of Artificial Intelligence,
Babson College, IIT Chicago, University of Porto, IIT
Guwahati and many more. These MOU’s provide multi-
dimensional opportunities to the students in developing
critical technical skills in the areas of Research and
Innovation, Internships and Placements.
Adding to its state-of-the-art academic infrastructure
MEC has launched the Entrepreneurship & Innovation
Cell, (EIC) named Mahindra e-HUB – Incubation Centre
on campus with an intent of providing opportunities
to students to bring their ideas to fruition. It would
host events, workshops, industrial visits and seminars,
all aimed at providing a conducive environment for
students to develop their entrepreneurial skills. The
Incubation Centre, spread over 2000 sq. feet of area,
and can accommodate 15 entrepreneurs, facilitates
through the process of starting, shaping and scaling up
new innovative ventures resulting from student-faculty
research. In addition to providing creative working
space, we help in mentoring, technology, business
development, legal, IPR, funding, networking and GTM
strategy.
The Annual Report on CSR activities is provided as
“Annexure X”.
SUSTAINABILITY
Being a company with a purpose, Tech Mahindra has
integrated sustainability into its core strategy. Company
believes that Environment, Social and Governance
(ESG) principles built into its long-term growth strategy
helps mitigate risks and drives profitable growth. The
commitment to environment sustainability, climate
change and water security spans its entire business and
is pursuing plans that will have long-term impacts on the
planet and communities, leading to a balance between
sustainability and overall business profitability.
With a structured stakeholder engagement process,
Tech Mahindra has been able to design strategies and
initiatives, which not only improves the sustainability
credentials but also reinforces its overall business
philosophy. Company is breaking through new
frontiers, turning to renewable energy to achieve
ecological balance while ensuring that when it comes
to investments, and pioneering new solutions for
sustainable development. The emphasis on green eco-
system is seen through the company’s commitment to
going carbon neutral, making optimum use of resources
and moving towards a low emission technology. The
Company has taken ambitious emission targets, which
have been approved by the SBTi (Science based
Targets Initiative). The profitability of the Company is
aligned with its principles, allowing the company to set
sustainability milestones on its journey toward a secure
future.
Your Company is aligned to the SDGs (Sustainable
Development Goals) and its sustainability focus areas
are as below:
• Going Carbon Neutral: Increase use of
renewable energy through onsite installation
and open access; improve energy eciency
through LEDs, sensors; boost green investments
by implementing Carbon Price; optimize business
travel; encourage use of public transport and
carpool to reduce commute emissions; plant
trees to oset carbon footprints; move towards
low carbon economy and ensure environmental
stability.
• Saying No to plastic: Maintain plastic-free
campuses and encourage associates and
stakeholders also to use eco-friendly &
biodegradable materials. Spread awareness
and initiate campaigns on preventing single-use
plastic.
• Reduce, Reuse, Recycle, Recover: Implement
process of Reduce, Reuse, Recycle and Recover
across the value chain to limit waste.
• Sustainable supply chain: Ensure our suppliers
follow the highest standard of sustainable and
ethical best practices; optimise logistics and
transportation to reduce emissions.
Annual Report 2019-20 51
Statutory Reports
• Work-life balance: Provide an assured career
development path and a feasible and flexi work-
life balance to the associates along with a range
of associate-friendly policies and processes.
• Innovation: Becoming future ready by proactively
encouraging Innovative thinking across the
organization, adopting technology disruption to
reduce emissions and going digital. Developed
a COVID-19 chatbot, SoS Seva application, SEIR-
based disease prediction model- all that helped
during the pandemic.
• Green solutions: Investing in Smart grid, Microgrid-
As-A-Services, Community Action Platform for
Energy, Integrated Electric Vehicle Charging
systems and Smart Cities to shape Company’s
business responsibly and increase its economic
success.
• Individual Social Responsibility: Encourage
associates in making sustainability a part of their
daily lives.
• Transparency: Showcase the organizational
policies, processes, risk management along with
financial, environmental and social data in the
Integrated Reports available online.
Company’s commitment and performances are
validated by the external recognition, the Company
received:
Awarded Highest ‘Gold CSR Rating- 2019’ by
EcoVadiswith 94 percentile;
Microsoft Global Supplier Leadership Award on
Climate Change 2019;
One of the only 4 Indian companiesrecognized
as part of CDP Global Supplier A List 2019;
One of 12 Indian companies who are part of the
DJSI Emerging markets category 2019;
Recognized with Leadership ranking of A- in CDP
2019;
Ranked among the Top 6 companies of the world
in the “TSV* IT services & Internet Software and
Services” segment by RobecoSAM;
Bronze Class distinction for excellent sustainability
performance in the RobecoSAM 2020
Sustainability Yearbook
Constituent of the FTSE4Good Series 2019;
The Company’s Sustainability reporting is based on
various global standards and frameworks like TCFD
(Taskforce on Climate Related Financial Disclosures),
CDSB (Climate Disclosure Standards Board) and GRI
standards.
The Tech Mahindra Board has an oversight to all aspect
of sustainability and climate change and consider Task
Force on climate related financial Disclosures (TCFD)
recommendation for climate change risk. The next level
has the CSR committee of the Board responsible for
all aspects od sustainability and sets the course for
promoting sustainability agenda within the Company.
Our MD & CEO who is a Board member and chairs
the CSR Committee of the Board has the ultimate
responsibility for Sustainability and Climate Change
issues of the organisation. He is ably supported by the
Chief Sustainability Ocer who directly reports to him
and Senior Management members of the Sustainability
Council who manage all aspects of climate change
including climate-related risks and opportunities.
We are transitioning to a low-carbon economy to achieve
the goals of Paris agreement. The Company’s strategy
includes futureproofing the growth against impending
changes in policies and regulations and increasing the
compliance readiness. We are agile and adaptive to
dynamic changes in internal and external environment
with strategies in place to manage all business and
climate change risks in an eective way. Company has a
robust business continuity management framework and
incident response team that ensure we are resilient to
any climate change risks.
The targets and the metrics used for managing
climate related risks and the progress against
these targets are disclosed in the externally
assured Integrated reports available at -
https://www.techmahindra.com/en-in/sustainability/
AWARDS AND RECOGNITION
Your Company continued its quest for excellence in its
chosen area of business to emerge as a true global
brand. Several awards and rankings continue to endorse
your Company as a thought leader in the industry. Few
of the Awards / recognitions received by the Company
during the year 2019-20 include:
• Tech Mahindra Recognized as Winner for 2019
Microsoft Partner of the Year Award.
• Winners of BW Businessworld Digital India
Awards 2019.
• Certified as a Great Place to Work for the period
February 2020 to January 2021.
52
• Winners of ‘The Golden Peacock HR Excellence
Award’ for the year 2019 in the IT sector.
• Winners of the Economic Times Innovation Award
2020 in the People Innovation category.
• Winners of Association for Talent Development
(ATD) BEST Awards 2020 for Learning &
Development.
• Being in the top 10 of Working Mother & Avatar
Best Companies for Women in India list.
• Winner at the 6th IDC Insights Awards 2019
for Excellence in Operations for the Facial
Recognition tool.
• Three awards at the PeopleFirst HR Excellence
Awards with Winners in Technology Deployment
in HR, 1
st
Runners Up in Diversity and Inclusion &
2
nd
Runners Up in Health and Wellness.
• Mr. C P Gurnani won Business Today’s ‘Best CEO’
Award 2019 in the IT & ITES category and have
also won the ‘Gold at the CEO World Awards
2018’ for his Organisation’s Wide Reskilling
Initiative.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation for the
contributions made by employees towards the success
of your Company more particularly ensuring business
as usual in spite of COVID-2019 impact. Your Directors
gratefully acknowledge the co-operation and support
received from the shareholders, customers, vendors,
bankers, regulatory and Governmental authorities in
India and abroad.
For and on behalf of the Board
Anand G. Mahindra
Place: Mumbai Chairman
Date: April 30, 2020 (DIN: 0000004695)
Annual Report 2019-20 53
Statutory Reports
ANNEXURE I
Dividend Policy
The dividend policy of the company balances the
objectives of rewarding the shareholders through
dividends and retaining capital to invest in the growth
of the company.
The Board considers the yearly dividend based on
the Net Profit after Tax (PAT) available for distribution
as reported in the consolidated statutory financial
statements prepared in accordance with the applicable
Accounting Standards. In addition, the Board reviews
the capital expenditure needs, cash requirements for
investments in capability enhancements and future non
organic growth initiatives.
The dividend is declared at the Annual General Meeting
of the shareholders based on the recommendation
by the Board. The Board may also declare an interim
dividend for the benefit of the shareholders.
Your Company has a track record of steady increases
in dividend declarations over its history. The current
dividend policy is to distribute a minimum of 20% of the
Profit after Tax each year under normal circumstances.
The Board has the discretion to recommend a lower
dividend in case the business demands it.
The Board may recommend special dividend on
occasions of significance.
The dividend policy of the company is reviewed
periodically by the Board.
For and on behalf of the Board
Anand G. Mahindra
Place: Mumbai Chairman
Date: April 30, 2020 (DIN: 0000004695)
54
ANNEXURE II
(F.Y. 2019-2020)
Part “A”: Subsidiaries
(Amount in ` Million)
Sr.
No.
Name of the Subsidiary Country The date since
when subsidiary
was acquired
Reporting period
for the subsidiary
concerned, if
dierent from the
holding company’s
reporting period
Reporting
Currency
Exchange
Rate
Average
rate
Share
Capital
Reserves &
Surplus
Total
Assets
Total
Liabilities
Investments Turnover Profit/(Loss)
before
Taxation
Provision for
Taxation
Profit/
(Loss) after
Taxation
Proposed
Dividend
% of
eective
holding
of Tech
Mahindra
Limited
Tech Mahindra (Americas) Inc. USA Not Applicable - USD . . ,. ,. ,. ,. ,. ,. ,. . ,. - .%
Tech Talenta Inc. USA Not Applicable - USD . . . . . . - ,. . . . - .%
LCC Wireless Communications Espana, SA Spain January , - EUR . . . . . . - . . . . - .%
LCC CENTRAL AMERICA DE MEXICO, S.A.
DE C.V.
Mexico January , December MXN . . . -. ,. ,. - ,. -. -. -. - .%
LCC Muscat LLC Oman January , - OMR . . . . . . - . . . . - .%
LCC United Kingdom Limited KSA January , December SAR . . - ,. ,. . - ,. . . . - .%
LCC Saudi Telecom Services, Ltd. KSA January , December SAR . . . . ,. . . ,. . - . - .%
LCC Saudi Arabia Telecom Services Co. Ltd /
Jordan WLL
Jordan January , December JOD . . . . . . - . -. - -. - .%
Lightbridge Communications Corporations LLC Qatar January , - QAR . . . -. . . - -. . -. . - .%
LCC Middle East FZ-LLC UAE January , - AED . . . -. . ,. - . -. . -. - .%
LCC Wireless Communications Services Marox,
SARLAU
Morocco January , December MAD . . . -. . . - - . . . - .%
LCC Italia S.R.L Italy January , December EUR . . . . . . - - -. - -. - .%
LCC Design and Deplyment services Ltd Greece January , December EUR . . . - . . - . . - . - .%
LCC Telecom GmbH Germany January , - EUR . . . -. . . - - -. - -. - .%
LCC DEPLOYMENT SERVICES UK LTD UK January , - GBP . . . - . . - . . - . - .%
LCC Network Services B.V. Netherlands January , - EUR . . . -. . . - - -. - -. - .%
LCC North Central Europe B.V. Netherlands January , - EUR . . . -. . . - . . - . - .%
LCC Europe B.V. Netherlands January , - EUR . . . -,. . ,. - - -. - -. - .%
LCC Networks Poland Sp.z.o.o Poland January , December PLN .
. . . . . - . . - . - .%
LCC France SARL France January , - EUR . . . -. ,. ,. ,. - -. - -. - .%
LCC Telekomunikasyon Servis Limited Turkey January , - TRY . . . - . . - . . - . - .%
Lightbridge Communication Corporation USA January , - USD . . ,. -,. ,. ,. - - -. -. -. - .%
Tech Mahindra Network Design Services, Inc USA January , - USD . . ,. -,. ,. ,. ,. . -. . - .%
Tech Mahindra Network Services Belgium NV Belgium January , - EUR . . . . . . - . -. - -. - .%
Leadcom Integrated Solutions International B.V. Netherlands January , - EUR . . . ,. ,. ,. . . . . . - .%
Tech Mahindra S.A. Argentina January , - ARS . . . -. . . - . -. -. - - .%
Tech Mahindra Bolivia S.R.L. Bolivia January , - BOB . . . -. . . - -. -. - -. - .%
Tech Mahindra Colombia S.A.S. Colombia January , - COP . . . . . . - . . -. . - .%
Coniber S.A. Uruguay January , - USD . . . -. . . - . -. - -. - .%
Tech Mahindra Costa Rica S.A. Costa Rica January , - CRC . . - . . . - . . . . - .%
Tech Mahindra Ecuador S.A. Ecuador January , - USD . . . . . . - ,. . . . - .%
Tech Mahindra Limited
For the year ended March 31, 2020
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/Associate Companies
Form No. AOC-1
Annual Report 2019-20 55
Statutory Reports
(Amount in ` Million)
Sr.
No.
Name of the Subsidiary Country The date since
when subsidiary
was acquired
Reporting period
for the subsidiary
concerned, if
dierent from the
holding company’s
reporting period
Reporting
Currency
Exchange
Rate
Average
rate
Share
Capital
Reserves &
Surplus
Total
Assets
Total
Liabilities
Investments Turnover Profit/(Loss)
before
Taxation
Provision for
Taxation
Profit/
(Loss) after
Taxation
Proposed
Dividend
% of
eective
holding
of Tech
Mahindra
Limited
Societe deTelecommunications Africaine
(STA) Abidjan
Ivory Coast January , - XOF . . . . ,. . - ,. . . . - .%
Tech Mahindra Panama S.A. Panama January , - USD . . - . . . - . . . -. - .%
Tech Mahindra de Peru S.A.C. Peru January , - PEN . . . -. . . - . -. -. -. - .%
Leadcom Integrated Solutions Tchad SARL Chad January , - XOF . . . -. . . - . -. . -. - .%
Leadcom DRC Sprl DRC January , - USD . . . . . . - . . . . - .%
Leadcom Gabon S.A. Gabon January , - XOF . . . -. . . - - -. . -. - .%
Leadcom Ghana Limited Ghana January , - GHS . . . . . . - - . . . - .%
Leadcom Integrated Solutions Kenya Limited Kenya January , - KES . . . . . . - . . . . - .%
Leadcom Integrated Solutions Rwanda Ltd. Rwanda January , - RWF . . . . . . - . . . . - .%
Leadcom Integrated Solutions Tanzania Ltd. Tanzania January , - TZS . . . -. . . - . -. . -. - .%
Leadcom Uganda Limited Uganda January , - UGX . . . . . . - . . . . - .%
Leadcom Integrated Solutions Myanmar
Co., Ltd
Myanmar January , - MMK . . . . . . - . -. -. -. - .%
Leadcom Integrated Solutions (L.I.S.) Ltd. Israel January , - USD . . . ,. ,. ,. - ,. . . . - .%
Leadcom Integrated Solutions (SPV) SAS France January , - EUR . . . -,. . ,. . . -. - -. - .%
Tech Mahindra Guatemala S.A Ivory Coast January , - XOF . . . . . . - . -. . -. - .%
Tech Mahindra GmbH Germany Not Applicable - EUR . . . ,. ,. ,. . ,. -. . -. - .%
TechM IT-Services GmbH Austria Not Applicable - EUR . . . . . . - . . . . - .%
Tech Mahindra Norway Norway Not Applicable - NOK . . . . . . - . . . . - .%
Tech Mahindra (Singapore) Pte. Limited Singapore Not Applicable - SGD . .
,. . ,. ,. ,. . -. -. -. - .%
Tech Mahindra (Thailand) Limited Thailand Not Applicable - THB . . . . . . - . -. -. -. - .%
PT Tech Mahindra Indonesia Indonesia Not Applicable - USD . . . . ,. . - ,. . -. . - .%
Tech Mahindra (Beijing) IT Services Limited China Not Applicable December CNY . . . . . . - . . . . - .%
Tech Mahindra (Nigeria) Limited Nigeria Not Applicable - NGN . . . -. . ,. - . -. . -. - .%
Tech Mahindra (Bahrain) Limited S.P.C. Bahrain Not Applicable - BHD . . . . . . - . . - . - .%
Tech Mahindra Business Services Limited. India September ,
- INR . . . ,. ,. ,. ,. ,. ,. . ,. - .%
Comviva Technologies Limited India December
,
- INR . . . ,. ,. ,. . ,. ,. . . - .%
Comviva Technologies Nigeria Limited Nigeria March , - NGN . . . -. . . - . -. . -. - .%
Comviva Technologies Singapore Pte. Ltd. Singapore September ,
- SGD . . . -. . . - . -. . -. - .%
Comviva Technologies FZ-LLC UAE February ,
- AED . . . . . . - ,. -. - -. - .%
Comviva Technologies B.V. Netherlands April , - EUR . . . -. ,. ,. . . -. - -. - .%
Comviva Technologies (Argentina) S.A.
(formerly, ATS Advanced Technology Solutions
S.A.)
Argentina January , June ARS . . . -. . . - . . . . - .%
Comviva Technologies do Brasil Industria,
Comercio, Importacao e Exportacao Ltda
Brazil January , December BRL . . . -. . . - . -. -. -. - NA
Comviva Technologies Colombia S.A.S Colombia June , December COP . . . . ,. . - ,. ,. . . - .%
56
(Amount in ` Million)
Sr.
No.
Name of the Subsidiary Country The date since
when subsidiary
was acquired
Reporting period
for the subsidiary
concerned, if
dierent from the
holding company’s
reporting period
Reporting
Currency
Exchange
Rate
Average
rate
Share
Capital
Reserves &
Surplus
Total
Assets
Total
Liabilities
Investments Turnover Profit/(Loss)
before
Taxation
Provision for
Taxation
Profit/
(Loss) after
Taxation
Proposed
Dividend
% of
eective
holding
of Tech
Mahindra
Limited
Comviva Technologies Madagascar Sarlu. Madagascar December ,
- MGA . . . . ,. . - . -. . -. - .%
Comviva Technologies (Australia) Pty. Ltd Australia August , - AUD . . -. . . . - -. - -. - .%
Comviva Technologies Mexico, S. de R.L.
de C.V.
Mexico February ,
- NA . - - - - - - - - - - .%
Emagine International Pty. Ltd. ^^ Australia September
,
June AUD . . . . . - . -. . -. - .%
YABX Technologies (Netherlands) BV Netherlands June , - USD . . - -. . . - . -. - -. - .%
Tech Mahindra Holdco Pty Limited South Africa Not Applicable ZAR . . - - - - - - - - - - .%
Tech Mahindra South Africa (Pty) Limited South Africa Not Applicable - ZAR . . . . ,. ,. - ,. . . . - .%
Tech Mahindra (Shanghai) Co. Limited China Not Applicable December CNY . . ,. -. ,. . - ,. -. - -. - .%
Tech Mahindra (Nanjing) Co. Limited China Not Applicable December CNY . . . -. . . - . . . . - .%
Tech Mahindra Technologies Inc. USA Not Applicable - USD . . . . . . - ,. . . . - .%
Citisoft Plc. UK Not Applicable - GBP . . . . . . . . -. -. -. - .%
Citisoft Inc. USA Not Applicable - USD . . . . . . - ,. -. -. -. - .%
Satyam Venture Engineering Services Private
Limited
India Not Applicable - INR . . . ,. ,. ,. - ,. . . . - .%
Satyam Venture Engineering Services
(Shanghai) Co. Limited
China Not Applicable December CNY . . . . . . - . . . . - .%
Satven GmbH Germany Not Applicable - EUR . . . . . . . . . . . - .%
Tech Mahindra De Mexico S.DE.R.L.DE.C.V. Mexico Not Applicable December MXN . . . . ,. ,. - ,. . . . - .%
vCustomer Philippines, Inc. Philippines Not Applicable - PHP . . . . . . . . . . . - .%
vCustomer Philippines (Cebu), Inc. Philippines Not Applicable - PHP . . . . ,. . - ,. . . . - .%
Tech Mahindra Servicos De Informatica LTDA Brazil Not Applicable - BRL . .
-. - ,. ,. - - -. - -. - .%
Tech Mahindra ICT Services (Malaysia) SDN.
BHD.
Malaysia Not Applicable - MYR . . . ,. ,. . - ,. . . . - .%
FixStream Networks Inc. (refer note viii) USA April , - USD . . - - - - - -. -,. -. -,. - .%
Fixstream India Private limited (refer note viii) India April , - INR . . - - - - - -. . -. . - .%
Mahindra Engineering Services (Europe)Limited UK Not Applicable - GBP . . . . ,. ,. . . . . . - .%
Inter-Informatics Spol s.r.o Czech Republic September ,
- CZK . . . -. . . - . -. - -. - .%
TC Inter-Informatics a.s. Czech Republic September ,
- CZK . . - - - - - - - - - - .%
Tech Mahindra Communications Japan Co., Ltd Japan March , JPY . . . -. . . - . . - . - .%
Sofgen Holdings Limited Cyprus March , - EUR . . . -,. ,. ,. - . -,. . -,. - .%
Sofgen Africa Limited Africa March , - KES . . . -. . . - . . -. . - .%
Sofgen Servives Pte Ltd Singapore March , - SGD . . . -. . . - . -. . -. - .%
Sofgen SA Switzerland March , - CHF . . . -. . ,. - . -. . -. - .%
Tech Mahindra DRC SARLU Congo DRC Not Applicable December CDF . . . -. . . - - . . . - .%
Nth Dimension Ltd” UK Not Applicable
-
GBP .
.
.
-. .
.
-
.
.
.
.
-
.%
Tech Mahindra Arabia Limitd Kingdom of
Saudi Arabia
Not Applicable
-
SAR
.
.
.
-.
.
.
-
.
.
.
.
- .%
Tech Mahindra Netherlands B.V. Netherlands Not Applicable
-
EUR .
.
.
.
.
.
-
.
.
.
. - .%
Annual Report 2019-20 57
Statutory Reports
(Amount in ` Million)
Sr.
No.
Name of the Subsidiary Country The date since
when subsidiary
was acquired
Reporting period
for the subsidiary
concerned, if
dierent from the
holding company’s
reporting period
Reporting
Currency
Exchange
Rate
Average
rate
Share
Capital
Reserves &
Surplus
Total
Assets
Total
Liabilities
Investments Turnover Profit/(Loss)
before
Taxation
Provision for
Taxation
Profit/
(Loss) after
Taxation
Proposed
Dividend
% of
eective
holding
of Tech
Mahindra
Limited
Tech Mahindra Sweden AB Sweden Not Applicable - SEK . . . . . . - . . . . - .%
Tech Mahindra Fintech Holdings Limited UK Not Applicable - GBP . . . (.) . ,. ,. - (.) - (.) - .%
Target Group Limited Great Britain August , - GBP . . . . ,. ,. ,. ,. (.) . (.) - .%
Target Servicing Limited Great Britain August , - GBP . . . . ,. ,. - ,. (.) . (.) - .%
Harlosh Limited Great Britain August , - GBP . . . . . . - . . . . - .%
Target Financial Systems Limited Great Britain August , - GBP . . . . . . - - - - - - .%
Elderbridge Limited Great Britain August , - GBP . . . . . . - . . - . - .%
Target TG Investments Limited Great Britain August , - GBP . . - - - - - - - - - - .%
PF Holdings B.V. Netherlands May , - EUR . . ,. -,. ,. . ,. - -,. - -,. - .%
Pininfarina S.p.A. Italy May , December EUR . . ,. . ,. ,. ,. ,. -,. -. -,. - .%
Pininfarina of America Corp USA May , December USD . . . . . . - . -. -. -. - .%
Pininfarina Engineering Srl Italy May , December EUR . . . . ,. ,. ,. ,. -. -. -. - .%
Pininfarina Deutschland Holding Gmbh Germany May , December EUR . . . ,. ,. . . . . - . - .%
Pininfarina Deutschland Gmbh Germany May , December EUR . . . -. . . . ,. -. - -. - .%
Pininfarina Shanghai Co Ltd China May , December CNY . . . . . . - . . . . - .%
The Bio Agency Limited UK July , - GBP . . . . . . - . -. -. -. - .%
The CJS Solutions Group, LLC (refer not iv) USA May , December USD . . ,. -. ,. ,. . ,. -. . -. - .%
HCI Group UK Limited UK May , December GBP . . - - - - - - - - - - .%
Healthcare Clinical Informatics UK May , December GBP . . . -.
. . - . (.) - (.) - .%
HCI Group Australia PTY Ltd Australia May , December AUD . . . -. . . - . -. - -. - .%
Tech Mahindra LLC USA May , - USD . . . - . . - - - - - - .%
Tech Mahindra Chile SpA Chile May , CLP . . - - - - - - . - . - .%
Tech Mahindra Vietnam Company Ltd Vietnam Not Applicable - VND . . . -. . . - - . -. . - .%
Dynacommerce Holdings.B.V (refer note vii) Netherlands May , - EUR . . . -. . ,. - - (.) - (.) - .%
Dynacommerce B.V. (refer note vii) Netherlands May , - EUR . . . -. . . - . -. - -. - .%
Dynalean B.V. (refer note vii) Netherlands May , - EUR . . . -. . . - - -. . -. - .%
Mad*Pow Media Solutions, LLC (refer note vii) USA Jul , - EUR . . . . . . - . . . . - .%
Tech Mahindra Canada INC (refer note vi
and vii)
Canada Oct , - EUR . . . -. . . - . -. - -. - .%
Born Group PTE LTD (refer note vii) Singapore Nov , - USD . . ,. . ,. . ,. . -. . -. - .%
Group FMG Holdings B.V(refer note vii) Netherlands Nov , - USD . . ,. -. ,. . ,. - -. - -. - .%
Whitefields Holdings Asia Ltd (refer note vii) Mauritius Nov , - USD . . . . . . - - -. - -. - .%
Born Japan Kabhushiki Kaisha (refer note vii) Japan Nov , - Ye n . . . -. . . - . -. - -. - .%
Born Digital SDN BHD (refer note vii) Malaysia Nov , - MYR . . . . . . - . . . . - .%
Born Creative Commerce Group Inc. (refer
note vii)
Canada Nov , - CAD . . . . . . - . . - . - .%
Born London Ltd (refer note vii) United Kingdom Nov , - GBP . . . -. . . - . -. - -. - .%
Born Group Inc.(refer note vii) USA Nov , - USD . . ,. -,. ,. ,. - ,. -. . -. - .%
Born Group HK Company Limited(refer note vii) Hong Kong Nov , - HKD . . . . . . - . . . . - .%
Born Commerce Pvt Ltd (refer note viI) India Nov , - INR . . . . ,. . - ,. . . . - .%
Tech Mahindra France. (refer note vii) France Dec,, - EUR .
.
- -
- -
- -
-
- - - .%
Tech Mahindra Spain S.L. (refer note vii) Spain Jan,, - EUR
.
.
- - - - -
-
- - - -
.%
58
(Amount in ` Million)
Sr.
No.
Name of the Subsidiary Country The date since
when subsidiary
was acquired
Reporting period
for the subsidiary
concerned, if
dierent from the
holding company’s
reporting period
Reporting
Currency
Exchange
Rate
Average
rate
Share
Capital
Reserves &
Surplus
Total
Assets
Total
Liabilities
Investments Turnover Profit/(Loss)
before
Taxation
Provision for
Taxation
Profit/
(Loss) after
Taxation
Proposed
Dividend
% of
eective
holding
of Tech
Mahindra
Limited
Comviva Technologies Cote D'ivoire (refer
note vii)
Ivory Coast Jan,, - XOF .
.
- - - - -
- -
- - - .%
STA Dakar Senegal Not Applicable - XOF
. .
- - -
-
- - -
-
- - .%
Comviva Technologies Myanmar Limited.
(refer note vii)
Myanmar Dec,, - MMK
.
.
- - - -
- - - - - - .%
Tech Mahindra Healthcare Systems Holdings
LLC
USA Not Applicable - USD .
.
,. - ,.
.
-
-
-
-
-
- .%
Tech Mahindra Healthcare LLC USA Not Applicable - USD .
.
,.
-
,.
- - - - - - - .%
Comviva Technologies USA Inc (refer note vii) USA Not Applicable - USD
.
.
-
- -
-
-
-
-
-
-
- .%
i. All Profit and loss items have been converted at average rates and Balance sheet items have been converted at the close rates
ii. Refer note for the entities which has not been considered for consolidation.
iii. These numbers are including their subsidiaries and associates, if any.
iv. Following subsidiaries have been liquidated/dissolved as per the laws of the domicile countries.
- STA Gabon w.e.f February ,
- High Resolution Consulting Limited w.e.f April ,
- High Resolution Resourcing Limited w.e.f April ,
- HCI Group DMCC w.e.f. January ,
- CJS Solutions Group Canada ULC w.e.f July ,
- Sofgen (UK) Limited w.e.f. June ,
- Sofgen Sdn. Bhd. w.e.f January ,
- Target Topco Limited w.e.f. January ,
- Harlosh NZ Limited w.e.f October ,
- Terra Payment Services (India) Private Limited w.e.f December ,
- Rapid Commerce B.V. W.e.f September ,
v. The following Section companies have not been included in the above statement
a) Tech Mahindra Foundation (refer Note A)
b) Mahindra Educational Institutions(refer Note A)
vi. Following subsidiaries have been merged as per the laws of the domicile countries during the year
- Tech Mahindra Canada, Inc. merged with Objectwise Consulting group Inc. w.e.f October ,
- Mahindra Technologies Services, Inc. Merged with Tech Mahindra (Americas) Inc., w.e.f July ,
- Sofgen Consulting AG merged with Sofgen SA w.e.f April ,
- Tech Mahindra Growth Factories Limited merged with Tech Mahindra Limited w.e.f March ,
- Dynacommerce Gmbh merged with Tech Mahindra GMBH w.e.f January ,
- Dynacommerce India Pvt Ltd. merged with Tech Mahindra Limited w.e.f March ,
vii. Following entities has been incorporated/acquired during the year
- Mad*Pow Media Solutions LLC w.e.f July ,
- Tech Mahindra Canada, Inc. w.e.f June ,
- Objectwise Consulting group Inc w.e.f. October ,
Annual Report 2019-20 59
Statutory Reports
- Born Group Pte. Ltd. W.e.f. November ,
- Born Commerce Private Limited w.e.f. November ,
- Tech Mahindra Spain S.L. w.e.f. December ,
- Tech Mahindra France w.e.f. January ,
- Dynacommerce Holding B.V w.e.f. May ,
- Dynacommerce B.V. w.e.f. May ,
- Rapid Commerce B.V. w.e.f. May ,
- Dynacommerce India Pvt Ltd. w.e.f. May ,
- Infotek Software and Systems Private Limited w.e.f April ,
- Vitaran Electronics Private Limited w.e.f April ,
- Dynalean B.V. w.e.f. May ,
- Dynacommerce Gmbh w.e.f. May ,
- Comviva Technologies USA Inc w.e.f. November ,
- Group FMG Holdings B.V. w.e.f. November ,
- Whitefields Holdings Asia Limited w.e.f. November ,
- Born Japan Kabhushiki Kaisha w.e.f. November ,
- Born Digital Sdn Bhd w.e.f. November ,
- Born Creative Commerce Group Inc. w.e.f. November ,
- Born London Limited w.e.f. November ,
- Born Group Inc w.e.f. November ,
- Born Group HK Company Limited w.e.f. November ,
- Comviva Technologies Myanmar Limited w.e.f. December ,
- Comviva Technologies Cote D’ivoire w.e.f. February ,
viii. Following entities has been stake divested during the year
- FixStream Networks Inc. w.e.f. September ,
- FixStream India Private Limited w.e.f. September ,
- Hedonmark (Management Services) Limited w.e.f. January ,
- Terra Payment Services S.A.R.L (Senegal) w.e.f. March ,
- Terra Payment Services (Mauritius) w.e.f. March ,
- Terra Payment Services (Netherlands) BV w.e.f. March ,
- Terra Payment Services (Uganda) Limited w.e.f. March ,
- Terra Payment Services (Tanzania) Limited w.e.f. March ,
- Terra Payment Services S.A.R.L (Congo B) w.e.f. March ,
- Terra Payment Services S.A.R.L (DRC) w.e.f. March ,
- Terra Payment Services (UK) Limited w.e.f. March ,
- Terra Payment Services Botswana (Proprietary) Limited w.e.f. March ,
- Altiostar Networks, Inc w.e.f. April ,
- Mobex Money Transfer Services Limited w.e.f March ,
-Terra Payment Services South Africa (RF) (PTY) Ltd w.e.f March ,
60
Part “B”: Associates
Sr
no.
Name of the Associate Latest audited
Balance Sheet
Date #
Date on which
the Associate
or Joint Venture
was associated or
acquired
Shares of Associate
held by the
company on the
year end
Amount of
Investment in
Associates
Extend of
Holding %
Description
of how there
is significant
influence
Reason
why the
associate is not
consolidated
Net worth
attributable to
Shareholding as
per latest audited
Balance Sheet
Profit / (Loss) for the year
No. of Shares Considered in
Consolidation
Not
Considered in
Consolidation
Avion Networks, Inc March , October , ,, . % By Board and
equity holding
Not Applicable . - Not Applicable
SARL Djazatech March , January , , . % Equity holding Not Applicable -. - Not Applicable
Goodmind S.r.l. December ,
May,, , . % Equity holding Not Applicable . . Not Applicable
Signature S.r.l. February,, , . % Equity holding Not Applicable -. . Not Applicable
Info Tek Software & Systems
Private Limited
April,, ,, . % Equity holding Not Applicable . . Not Applicable
Vitaran Electronics Private Limited April,, , . % Equity holding Not Applicable . . Not Applicable
# This information is based on the year ending of the respective entities.
Part “C”: Joint Venture - There are no Joint Ventures in the Group.
For and on behalf of the Board
Place: Mumbai, India
Dated: April 30, 2020
Anand G. Mahindra
Chairman
(DIN: 0000004695)
Annual Report 2019-20 61
Statutory Reports
ANNEXURE III
ENTITIES FORMED/ACQUIRED AND CEASED DURING THE FINANCIAL YEAR 201920
1. Subsidiaries formed/acquired:
Sr.
No.
Name of the Company
Dynacommerce Holding B.V.
Dynacommerce B.V.
Dynalean B.V.
Dynacommerce Gmbh
Rapid Commerce B.V.
Dynacommerce India Pvt Ltd.
Tech Mahindra Canada, Inc.
Mad*Pow Media Solutions, LLC
Objectwise Consulting Group Inc.
Comviva Technologies USA Inc
Born Commerce Private Limited
Born Group Pte Limited
Group FMG Holdings B.V.
Whitefields Holdings Asia Limited
Born Japan Kabhushiki Kaisha
Born Digital Sdn Bhd
Born Creative Commerce Group Inc.
Born London Limited
Born Group Inc
Born Group HK Company Limited
ComvivaTechnologiesMyanmarLimited
Tech Mahindra Spain S.L.
Tech Mahindra France
Comviva Technologies Cote D’ivoire
2. Subsidiaries ceased:
Sr.
No.
Name of the Company
Sofgen Consulting AG
Sofgen (UK) Limited
Mahindra Technologies Services Inc.,
CJS Solutions Group Canada ULC
Rapid Commerce B.V.
FixStream Networks Inc.,
Fixstream India Private Limited
Tech Mahindra Canada, Inc.
Harlosh NZ Limited
Terra Payment Services (India) Private Limited
Dynacommerce Gmbh
Sofgen Sdn Bhd
HCI Group DMCC
Target Topco Limited
STA Gabon
Terra Payment Services South Africa (RF) (PTY) Ltd
Terra Payment Services (Netherlands) BV
Mobex Money Transfer Services Limited
62
Sr.
No.
Name of the Company
Terra Payment Services (Uganda) Limited
Terra Payment Services (Tanzania) Limited
Terra Payment Services S.A.R.L (Senegal)
Terra Payment Services S.A.R.L (Congo B)
Terra Payment Services S.A.R.L (DRC)
Terra Payment Services Botswana (PTY) Limited
Terra Payment Services (UK) Limited
Terra Payment Services (Mauritius)
Tech Mahindra Growth Factories Limited
Dynacommerce India Pvt Ltd.
3. Joint Ventures/Associate Companies:
Sr.
No.
Name of the Company
A Formed / Acquired:
Infotek Software and Systems Private Limited
Vitaran Electronics Private Limited
B Ceased:
Altiostar Networks Inc.
For and on behalf of the Board
Place : Mumbai, India
Dated : April 30, 2020
Anand G. Mahindra
Chairman
(DIN: 0000004695)
Annual Report 2019-20 63
Statutory Reports
ANNEXURE IV
POLICY FOR APPOINTMENT AND REMOVAL
OF DIRECTORS, KMPs AND SENIOR
MANAGEMENT
DIRECTORS
The Nomination & Remuneration Committee (NRC)
determines the criteria for appointment to the Board
and is vested with the authority to identify candidates
for appointment to the Board of Directors. In evaluating
the suitability of individual Board member, the NRC will
take into account multiple factors, including general
understanding of the business, education, professional
background, personal achievements, professional
ethics and integrity.
Based on recommendation of the NRC, the Board will
evaluate the candidate(s) and decide on the selection
of the appropriate member. The Board through the
Chairman / the NRC/ VC / MD & CEO will interact with
the new member to obtain his/her consent for joining
the Board. Upon receipt of the consent, the new Director
will be co-opted by the Board in accordance with the
applicable provisions of the Companies Act, 2013 and
Rules made there under.
KMPs
The authority to identify right candidates for the
appointment of CFO and CS is vested with the MD &
CEO. The HR will facilitate in identifying the candidates
internally or externally. NRC will consider the candidates
proposed by the MD & CEO and recommend to
the Board for its consideration and appointment in
accordance with the applicable provisions of the Act
and Rules.
In case of EVC / MD / CEO’s appointment, NRC will
initiate the process of identifying the new candidate,
which can be an internal or external candidate, for the
respective position. After identification and screening of
the candidate, NRC will propose the candidature to the
Board for its consideration and for appointment subject
to the approval of the Shareholders and Regulatory
Authority, if any.
SENIOR MANAGEMENT PERSONNEL
The Senior Management personnel are appointed and
removed/relieved with the authority of EVC / MD & CEO
based on the business need and the suitability of the
candidate. The details of the appointment made and the
personnel removed/relieved during a quarter shall be
presented to the Board as part of update on Corporate
Governance.
REMOVAL OF DIRECTORS AND KMPs
If a Director or a KMP is attracted with any disqualification
as mentioned in any of the applicable Act, rules and
regulations thereunder or due to non-adherence to
the applicable policies of the Company, the NRC may
recommend to the Board with reasons recorded in
writing, removal of a Director or a KMP subject to the
compliance of the applicable statutory provisions.
REMUNERATION TO DIRECTORS, KMPs,
SENIOR MANAGEMENT PERSONNEL &
OTHER EMPLOYEES
NON EXECUTIVE DIRECTORS:
The NRC shall decide the basis for determining the
compensation to the Non Executive Directors, including
Independent Directors, whether as commission or
otherwise. The NRC shall take into consideration
various factors such as director’s participation in
Board and Committee meetings during the year, other
responsibilities undertaken, such as membership or
Chairmanship of committees, time spent in carrying
out their duties, role and functions as envisaged in
Schedule IV of the Companies Act, 2013 and the Listing
Regulations and such other factors as the NRC may
consider deem fit for determining the compensation.
The Board shall determine the compensation to Non-
Executive Directors within the overall limits specified in
the Shareholders resolution.
EXECUTIVE DIRECTORS:
The remuneration of MD & CEO shall be recommended
by NRC to the Board. The remuneration consists of
both fixed compensation and variable compensation
and shall be paid as salary, commission, performance
bonus, perquisites and fringe benefits as approved by
the Board and within the overall limits specified in the
Shareholders resolution. While the fixed compensation
is determined at the time of appointment, the variable
compensation will be determined annually by the NRC
based on their performance.
The Company may also grant Stock Options to the
Directors subject to the compliance of the applicable
statutes and regulations.
64
REMUNERATION TO SENIOR MANAGEMENT
PERSONNEL AND OTHER EMPLOYEES
The Company follows an extensive performance
management system to review the performance of the
employees / Senior Management and provide rewards
on the basis of meritocracy.
The overall remuneration to the employees includes
a fixed component (Guaranteed Pay) and a variable
component (Performance pay). The percentage of the
variable component increases with increasing hierarchy
levels, as the Company believes employees at higher
positions have a far greater impact and influence on the
overall business result. The CTC is reviewed once every
year and the compensation strategy for positioning
of individuals takes into consideration the following
elements:
Performance
Potential
Criticality
Longevity in grade
The remuneration for KMPs - CFO and CS will be
proposed by the MD & CEO to the NRC consistent with
the strategy of the Company and their Qualifications,
Experience, Roles and Responsibilities. Pursuant to the
provisions of section 203 of the Companies Act 2013
the Board shall approve the remuneration.
The remuneration for the Senior Management personnel
shall be proposed by CPO, approved by MD & CEO, and
reported to NRC periodically.
Remuneration for the new employees other than KMPs
and Senior Management Personnel will be decided by
the HR, in consultation with the concerned business unit
head at the time of hiring, depending upon the relevant
job experience, last compensation and the skill-set of
the selected candidate.
The CPO shall make a presentation to the NRC on the
proposed annual increments based on the performance
of the Company, general trends in the Industry etc. the
annual performance appraisal process of the employees
conducted by the Human Resources department, during
the financial year. Eligible employees will be rewarded
with the annual increment. Before taking the proposal
to the NRC, the CPO shall obtain the approval of Vice
Chairman/ MD and CEO.
The Stock Option grants to the employees are approved
by the NRC based on the recommendation of the
Advisory Council.
For and on behalf of the Board
Anand G. Mahindra
Place: Mumbai Chairman
Date: April 30, 2020 (DIN: 0000004695)
Annual Report 2019-20 65
Statutory Reports
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH,
2020
[Pursuant to Section () of the Companies Act, and
Rule of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, ]
To:
The Members,
Tech Mahindra Limited,
Gateway Building, Apollo Bunder,
Mumbai – 400 001
(Maharashtra) INDIA
I have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence
to good corporate practices by Tech Mahindra Limited
(hereinafter called “the Company”). Secretarial Audit was
conducted in a manner that provided me a reasonable
basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my 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 ocers,
agents and authorized representatives during the
conduct of Secretarial Audit, I hereby report that in
my opinion, the Company has, during the audit period
covering the financial year ended on 31 March, 2020
(‘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:
I have examined the books, papers, minute books,
forms and returns filed and other records maintained by
the Company for the financial year ended on 31 March,
2020 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules
made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956
(‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations
and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and
the rules and regulations made thereunder to the
extent of Overseas Direct Investment; [There were
no Foreign Direct Investment (except remittances
from overseas employees for ESOP exercise) and
External Commercial Borrowings transactions in
the Company, during the Audit Period];
(v) The following Regulations 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.
(vi) I further report that, having regard to the
compliance system prevailing in the Company and
on examination of the relevant documents and
records in pursuance thereof on test-check basis,
the Company has complied with the following
laws applicable specifically to the Company:
ANNEXURE V
66
(a) The Information Technology Act, 2000 and
(b) The Special Economic Zones Act, 2005.
I have also examined compliance with the applicable
clauses of the following:
(i) Secretarial Standards (SS-1 and SS-2) issued by
The Institute of Company Secretaries of India; and
(ii) Listing Agreements entered into by the Company
with BSE Limited and the National Stock Exchange
of India Limited read with the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review the Company has
complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned
above.
I 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 generally 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 were carried out unanimously as recorded in
the minutes of the meetings of the Board of Directors or
Committees of the Board, as the case may be.
I 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.
I further report that during the audit period:
1. In terms of the provisions of Section 68, 69, 70
and applicable rules under the Companies Act,
2013 and Securities and Exchange Board of India
(Buyback of Securities) Regulations, 2018 and
subject to such other approvals, permissions
and sanctions, the Board of Directors on 21
February, 2019, approved and consequently
completed buyback of 2,05,85,000 Fully Paid
up Equity Shares of 5/- each of the Company
representing 2.09% of the total number of shares
through tender oer route at a price of 950 per
share aggregating to 19,55,57,50,000/- (Rupees
One Thousand Nine Hundred Fifty Five Crores
Fifty Seven Lakhs and Fifty Thousand Only) being
9.55% of the aggregate of the fully paid-up Equity
share Capital and free reserves. The buyback
oer period was from 25 March, 2019 to 5 April,
2019. The buyback process was completed on
15 April, 2019 and the shares bought back were
extinguished on 17 April, 2019.
2. In accordance with the provisions of Sections 230
to 234 and other applicable provisions of the
Companies Act, 2013, the Board of Directors of the
Company on 21 May, 2019 approved the Scheme
for Merger by Absorption of Tech Mahindra
Growth Factories Limited and Dynacommerce
India Private Limited, (hereinafter collectively
referred as the “Transferor Companies”) with Tech
Mahindra Limited (“the Company” or “Transferee
Company”) and their respective Shareholders
(scheme) subject to the approvals of Hon’ble
National Company Law Tribunal (“NCLT”) Mumbai
and Bengaluru, respectively. The Transferor
Companies are Wholly Owned Subsidiaries of the
Transferee Companyeither directly / indirectly.
Hon’ble NCLT, Mumbai and Bengaluru have
approved the said scheme vide their orders
dated 31 January, 2020 and 28 February, 2020,
respectively. The notices of said orders have
been filed and the merger is eective / operative
from 10 March, 2020.
Place: Pune
Date: 30 April, 2020
Dr. K. R. Chandratre
FCS No.: 1370, C. P. No.: 5144
UDIN: F001370B000190341
This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.
Annual Report 2019-20 67
Statutory Reports
To:
The Members,
Tech Mahindra Limited,
Gateway Building, Apollo Bunder,
Mumbai – 400 001
(Maharashtra) INDIA
My report of even date is to be read along with this
letter:
1. Maintenance of secretarial records is the
responsibility of the management of the Company.
My responsibility is to express an opinion on
these secretarial records based on my audit.
2. I 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-check basis to ensure that correct
facts are reflected in secretarial records. I believe
that the process and practices, I followed provide
a reasonable basis for my opinion.
ANNEXURE TO THE SECRETARIAL AUDIT REPORT
3. I have not verified the correctness and
appropriateness of financial records and books of
accounts of the Company.
4. Wherever required, I have obtained 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.
My examination was limited to the verification of
procedures on test-check basis.
6. The Secretarial Audit report is neither an
assurance as to future viability of the Company
nor of the ecacy or eectiveness with which
the management has conducted the aairs of the
Company.
Place: Pune
Date: 30 April, 2020
Dr. K. R. Chandratre
FCS No.: 1370, C. P. No.: 5144
68
FORM NO. MGT9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2020
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN: LMHPLC
ii) Registration Date: //
iii) Name of the Company: Tech Mahindra Limited
iv) Category / Sub-Category of the Company: Public Limited Company/Limited by Shares
v) Address of the Registered oce and contact details: Gateway Building, Apollo Bunder, Mumbai –
Tel: +
Email: investor[email protected]
Website: www.techmahindra.com
vi) Whether listed company: Yes
vii) Name, Address and Contact details of Registrar and
Transfer Agent, if any:
Link Intime India Pvt Ltd
Block no. , nd Floor, Akshay Complex, O: Dhole Patil
Road, Pune - Phone: -/
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing % or more of the total turnover of the company shall be stated:
Sr.
No.
Name and Description of main products / services NIC Code of the
Product/ service
% to total turnover
of the company
Computer Programming, Consultancy and Related services %
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Tech Mahindra (Americas)
Inc.,
4965, Preston Park Boulevard,
Suite 500, Plano (Texas) 75093
United States of America
- Subsidiary 100 2(87)
Tech Talenta Inc.,
4965, Preston Park Boulevard,
Suite 500, Plano (Texas) 75093
United States of America
- Subsidiary 100 2(87)
Tech Mahindra Canada, Inc.*
100 Consilium Place,
Scarborough, Canada
- Subsidiary 100 2(87)
Objectwise Consulting
Group Inc.
36 Toronto Street, Suite 530
Toronto, ON M5C 2C5 Canada
- Subsidiary 100 2(87)
Mad*Pow Media Solutions,
LLC
27 Congress Street Portsmouth
NH 03801 United States
- Subsidiary 65 2(87)
FixStream Networks Inc.*
Unisearch, Inc.28 Old Rudnick
Lane Dover, DE 19901
- Subsidiary 73.38 2(87)
ANNEXURE VI
Annual Report 2019-20 69
Statutory Reports
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Fixstream India Private
Limited*
Unit no.408/409/410/417,4th
Floor,Sigma Tech park, Delta
Tower, Varthur Main Road,
Ramagondanahalli, Bengaluru
Karnataka 560066 India
U72200KA2013PTC104459 Subsidiary 73.37 2(87)
Tech Mahindra GmbH
Fritz-Vomfelde-Str. 8, 40547
Düsseldorf
- Subsidiary 100 2(87)
TechM IT - Services GmbH
Albertgasse 35, 1080 Vienna,
Austria
- Subsidiary 100 2(87)
Tech Mahindra Norway AS
Capus TS Martin Linges vei
25 1364 FORNEBU OSLO,
NORWAY
- Subsidiary 100 2(87)
Tech Mahindra (Singapore)
Pte Limited
No. 17, Changi Business Park,
Central 1 #06-01, Honeywell
Building,Singapore 486073
- Subsidiary 100 2(87)
Born Group Pte Limited
77 Robinson Road # 16-00
Robinson 77 Singapore
(068896)
- Subsidiary 100 2(87)
Group FMG Holdings B.V.
Strawinskylaan 601, Tower A,
Floor 6, 1077XX, Amsterdam,
Netherlands
- Subsidiary 100 2(87)
Whitefields Holdings Asia
Limited
IQEQ, 33 Edith Cavell Street,
Port- Louis, Mauritius
- Subsidiary 100 2(87)
Born Japan Kabhushiki
Kaisha
World Udagawa Bldg 6F, 3-36
Udagawa cho, shibuya-ku ,
Tokyo, 150-0042
- Subsidiary 100 2(87)
Born Digital Sdn Bhd
26.01, Jalan Kebun Teh 1,
Pusat Perdagangan Kebun
Teh,80250 Johor Bahru, Johor.
Malaysia
- Subsidiary 100 2(87)
Born Creative Commerce
Group Inc.
9040 Leslie Street
Suite 205 Richmond Hill ON
L4B 3M4
- Subsidiary 100 2(87)
Born London Limited
30 City Road, London, EC1Y
2AB
- Subsidiary 100 2(87)
Born Group Inc
2711, Centerville Road, Suite
400, Wilmington,
New Castle- 19808
- Subsidiary 100 2(87)
Born Group HK Company
Limited
Unit 01, 13/F, One Midtown, 11
Hoi Shing Road,
Tsuen Wan, N.T., Hongkong
- Subsidiary 100 2(87)
Born Commerce Private
Limited
2nd Floor, Hardy Tower,
Ramanujan IT SEZ, TRIL
Infopark Limited, Taramani,
Chennai- 600113
U93090TN2011PTC094977 Subsidiary 100 2(87)
Tech Mahindra (Thailand)
Limited
BB Building, 13th Floor,
Unit No. 1304, Sukhumvit
21 Road (Asok), North
Klongteoy Sub-district,
Wattana District, Bangkok
- Subsidiary 100 2(87)
PT Tech Mahindra Indonesia
Cyber 2 Tower, 17th Floor, Jl.
HR Rasuna Said Blok X-5, Kav
13, Jakarta 12950 INDONESIA
- Subsidiary 100 2(87)
Tech Mahindra ICT Services
(Malaysia) SDN. BHD
35-3, Jalan SS 15/8A, 47500
Subang Jaya, Selangor
Darul Ehsan, Malaysia
- Subsidiary 100 2(87)
70
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Tech Mahindra (Beijing) IT
Services Limited
Room 512-1 & 512-2, No.6
South Zhongguancun Street,
Haidian District, Beijing
- Subsidiary 100 2(87)
Tech Mahindra (Nigeria)
Limited
3rd Floor, 68A Coscharis Plaza,
Adeola Odeku Street , Victoria
Island, Lagos, Nigeria
- Subsidiary 100 2(87)
Tech Mahindra (Bahrain)
Limited. S.P.C.
Flat/shop 1126, Building
722, Road 1708, Block 317,
Diplomatic Area. Bahrain.
- Subsidiary 100 2(87)
Tech Mahindra Business
Services Limited
Spectrum Towers, Mindspace
Complex, O Link Road,
Malad (West), Mumbai,
Maharashtra-400064
U72900MH2006PLC159149 Subsidiary 100 2(87)
Tech Mahindra (Shanghai)
Co Ltd
Suite 23102, 23104, 23204,
Pudong Software Park,
No. 498 Guoshoujing
Road, Zhangjiang Hitech,
Park, Shanghai
- Subsidiary 100 2(87)
Tech Mahindra (Nanjing)
Co. Ltd
Suite 413-246, Business
Building, Nanjing Hightech
Industry Developing
Zone, Nanjing
- Subsidiary 100 2(87)
Tech Mahindra
Technologies, Inc.
251 Little Falls Drive,
Wilmington,
New Castle, Delaware, 19808
- Subsidiary 100 2(87)
The Bio Agency Ltd
70 Wilson Street, London,
United Kingdom, EC2A 2DB
- Subsidiary 100 2(87)
Tech Mahindra Vietnam
Company Limited
HimJam Business Center, 21st
Floor, Capital Tower, No.109
Tran Hung Dao, Cua Nam
Ward, Hoan Kiem District, Ha
noi City, Viet Nam
- Subsidiary 100 2(87)
Mahindra Technologies
Services Inc*
101 W Big Beaver, 14 th
Floor, Troy, Michigan 48084
- Subsidiary 100 2(87)
Tech Mahindra DRC SARLU
Immeuble Le Prestige,
1er Étage, 4239 Avenue
Tombalbaye Commune
de la Gombe, Kinshasa,
Rép. Dém. du Congo
- Subsidiary 100 2(87)
NTH Dimension Ltd
1st Floor, Charles Schwab
Building, 401, Grafton Gate (E),
Milton Keynes MK9 1AQ. UK
- Subsidiary 100 2(87)
Tech Mahindra Netherlands
B.V.
2516 CK The Hague, Maanplein
7, Building 4, The Netherlands
- Subsidiary 100 2(87)
Tech Mahindra Sweden AB
c/o Ola Hammarlund
Room 501 & 538,
Norrtullsgatan 6
113 29 STOCKHOLM
- Subsidiary 100 2(87)
Tech Mahindra LLC
251 Little Falls Drive,
Wilmington,
New Castle, Delaware, 19808
- Subsidiary 100 2(87)
Tech Mahindra Chile SpA
Mariano Sánchez Fontecilla
310, 2nd Floor, Oce #201, Las
Condes, 7550296 Santiago,
CHILE
- Subsidiary 100 2(87)
Annual Report 2019-20
71
Statutory Reports
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Tech Mahindra Growth
Factories Limited*
W-1, Oberoi Estate Gardens,
O Saki Vihar Road, Next
Chandivali Studio, Chandivali,
Sakinaka, Mumbai - 400072,
Maharashtra, India
U72200MH2015PLC269129 Subsidiary 100 2(87)
Tech Mahindra Spain S.L.
C/ Estrella Denebola 8 Planta 2
28045 Madrid
- Subsidiary 100 2(87)
Tech Mahindra France
17 AVENUE GEORGE V,
PARIS 8, 75008, PARIS,
FRANCE
- Subsidiary 100 2(87)
Tech Mahindra South Africa
(Pty) Limited
56 Karee Drive, Walton Road,
Carlswald, Gauteng 1685
- Subsidiary 48.96 2(87)
Tech Mahindra Holdco Pty
Limited
56 Karee Drive, Walton Road,
Carlswald, Gauteng 1685
- Subsidiary 96 2(87)
Citisoft Plc.,
63 Queen Victoria Street,
London, England, EC4N 4UA
- Subsidiary 100 2(87)
Citisoft Inc.,
343 Congress Street,
Boston, MA 02210
- Subsidiary 100 2(87)
Tech Mahindra Servicos De
Informatica Ltda
Rua Quintana, 887,12th
Floor,Brooklin Novo, Suite 121,
Sao paulo,SP CEP 04569-011
- Subsidiary 99.99 2(87)
Tech Mahindra De Mexico
S.DE R.L.DE C.V
Av. Eje 5 Norte # 990 Edificio
F - Planta Baja Colonia Santa
Bárbara, C.P. 02230
Delegación Azcapotzalco
Distrito Federal México
- Subsidiary 100 2(87)
Satyam Venture Engineering
Services Private Limited
1-8-301-306, 3rd Floor,
Ashoka Myhome Chambers,
S.P. Road, Secunderabad,
Telangana, India – 500 003
U72200AP2000PTC033213 Subsidiary 50 2(87)
Satyam Venture Engineering
Services (Shanghai) Co
Limited
Room 2202, building B.
No. 2 Nong 1883, South
Huicheng Rd, Industry
zoom, Jiading, Shanghai
- Subsidiary 50 2(87)
Satven GmbH
Leopoldstr. 244,80807
Munchen Germany
- Subsidiary 50 2(87)
vCustomer Philippines Inc.,
3rd Floor eCommerce Plaza,
Eastwood City Cyberpark,
Bagumbayan, Quezon City,
Philippines
- Subsidiary 100 2(87)
vCustomer
Philippines(Cebu), Inc.
4th Floor, JESA Building,
90 General Maxllom Ave.,
Cebu City, Philippines
- Subsidiary 100 2(87)
Mahindra Engineering
Services (Europe) Limited
Attrium Court,The Ring
Bracknell Berkshire
RG 12 1BW
- Subsidiary 100 2(87)
Inter-Informatics,spol. s r.o.
Prague 9, Kolcavka 3/75, Postal
Code 19000, Czech Republic.
- Subsidiary 100 2(87)
Inter-Informatics SRL
19-21 Primaverii Blvd., Corp B,
3rd floor, Bucharest-Sector 1.
- Subsidiary 100 2(87)
TC Inter-Informatics a.s.
Prague 9, Kolcavka 3/75, Postal
Code 19000, Czech Republic.
- Subsidiary 100 2(87)
Tech Mahindra
Communications Japan
Co., Ltd
6-18, Kamiji 1-chome,
Higashinari-ku, Osaka
- Subsidiary 100 2(87)
Tech Mahindra Arabia
Limited
12th Floor, Al - Hugyat Towers,
Al Khobar 31952, Kingdom of
Saudi Arabia
- Subsidiary 51 2(87)
72
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Dynacommerce Holding B.V.
Stationsplein 5 A 1, 6131 AT
Sittard, The Netherlands
- Subsidiary 100 2(87)
Dynacommerce B.V.
Stationsplein 5 A 1, 6131AT
Sittard The Netherlands
- Subsidiary 100 2(87)
Dynalean B.V.
Mercator 2, 6135 KW Sittard - Subsidiary 100 2(87)
Dynacommerce Gmbh*
Zeppelinstraße 73, 81669
München.
Germany
- Subsidiary 100 2(87)
Rapid Commerce B.V.*
Mercator 2, 6135 KW Sittard - Subsidiary 100 2(87)
Dynacommerce India Pvt
Ltd.*
Level 10&11, Prestige Khoday
Tower, 5, Raj Bhavan Road,
Bangalore Bangalore KA
560001 India
U74999KA2017PTC102704 Subsidiary 100 2(87)
Comviva Technologies
Limited
5th, 7th and 8th Floor, Capital
Cyberscape, Golf Course
Extension Road, Sector 59
Gurugram, 122102
U72200HR1999PLC041214 Subsidiary 99.99 2(87)
Comviva Technologies
Nigeria Limited
Plot number- 52, ,Ahmadu
Bello Way,Victoria Island, Lagos
- Subsidiary 99.98 2(87)
Hedonmark (Management
Services) Limited
NCR Building 8th Fl,6
Broad Street,Lagos,PO Box
4706,Apapa
- Subsidiary 99.93 2(87)
Comviva Technologies
Singapore Pte. Ltd
180B, Bencoolen Street,
#12-05, The Bencoolen,
Singapore 189648
- Subsidiary 99.99 2(87)
Comviva Technologies
FZ-LLC
Premises: 1401 & 1408-1409
Floor: 14, PO Box 500583
Building: Al Shatha Tower
Dubai, United Arab Emirates
- Subsidiary 99.99 2(87)
Comviva Technologies
Madagascar Sarlu
Immeuble ARO Ampefiloha
Escalier A 4è étage porte A
402 - Antananarivo 101
Analamanga, 101, Antananarivo
Renivohitra,
Madagascar
- Subsidiary 99.99 2(87)
Terra Payment Services
South Africa (RF) (Pty) Ltd*
104 Suite Lupin House,101 DR
R D Naidu Drive,Asherville
Durban-4091,KZN
- Subsidiary 99.99 2(87)
Terra Payment Services
(Netherlands) BV*
Overschiestraat 65, 1062 XD
Amsterdam, The Netherlands
- Subsidiary 99.99 2(87)
Mobex Money Transfer
Services Limited*
James ngalawa Mutiso
PO Box 214-00621,Village
Market,Nairobi Kenya
- Subsidiary 99.99 2(87)
Terra Payment Services
(Uganda) Limited*
Arcadia Advocates, Acacia
Place, 3rd Floor, Plot 6, Acacia
Avenue,
P O Box 28987, Kampala,
Uganda
- Subsidiary 99.99 2(87)
Terra Payment Services
(Tanzania) Limited*
Law Associates (Advocates),
CRDB Building 6th Floor,
Azikiwe Street
P.O Box 11133, Dar es
Salaam,Tanzania
- Subsidiary 99.99 2(87)
Terra Payment Services
S.A.R.L*
Dakar (Senegal) – Regus, 12
Boulevard Djily Mbaye, Building
Azur 15, 2nd Floor, Republic of
Senegal
- Subsidiary 99.99 2(87)
Annual Report 2019-20
73
Statutory Reports
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Terra Payment Services
S.A.R.L*
61 Avenue Patrice LUMUMBA,
Centre ville Brazzaville,
Republic of the Congo.
- Subsidiary 99.99 2(87)
Terra Payment Services
S.A.R.L*
2 Avenue du Musee,
Immeuble Btour, 10 eme etage,
Commune of Gombe, Kinshasa,
Democratic Republic of Congo
- Subsidiary 99.99 2(87)
Terra Payment Services
Botswana (Proprietary)
Limited*
1st Floor, Mokolwane House,
Prime Plaza Plot 67978,
Gaborone, Botswana
- Subsidiary 99.99 2(87)
Terra Payment Services (UK)
Limited*
2nd Floor, Unint 4, Milbanke
Court, Milbanke Way,
Bracknell, Berkshire, England,
RG12 1RP
- Subsidiary 99.99 2(87)
Terra Payment Services
(Mauritius)*
IFS Court, Bank Street, Twenty
Eight Cybercity, Ebene 72201,
Mauritius
- Subsidiary 99.99 2(87)
YABX Technologies
(Netherlands) B.V.
Maanplein 20, Building 8,
2516 CK The Hague, The
Netherlands
- Subsidiary 99.99 2(87)
Comviva Technologies B.V.
Maanplein 20, Building 8,
2516 CK The Hague, The
Netherlands
- Subsidiary 99.99 2(87)
Comviva Technologies
(Australia) Pty Ltd
Suite # 701, Level 7, 465
Victoria Avenue, Chatswood,
NSW 2067
- Subsidiary 99.99 2(87)
Emagine International Pty
Ltd
Suite # 701, Level 7, 465
Victoria Avenue, Chatswood,
NSW 2067
- Subsidiary 99.99 2(87)
Comviva Technologies
(Argentina) S.A.
Av. Corrientes 880, 11th Floor
City of Buenos Aires Argentina
- Subsidiary 99.99 2(87)
Comviva Technologies do
Brasil
Industria, Comercio,
Importacao e
Exportacao Ltda
Alameda Santos, 2441 - 2o
andar, Bairro Cerqueira Cesar,
CEP 01.419-002, na Cidade e
Estado Sao Paulo
- Subsidiary 99.99 2(87)
Comviva Technologies
Colombia S.A.S
AC 82, No.10 50 P.5, Bogota,
Colombia
- Subsidiary 99.99 2(87)
Comviva Technologies
Mexico, S de R.L. de C.V
Guadalajara, Jalisco, Mexico - Subsidiary 99.99 2(87)
Terra Payment Services
(India) Private Limited*
A-26, Info City, Sector-34,
Gurugram, Gurgaon, Haryana,
India, 122001
U72900HR2017FTC070602 Subsidiary 99.99 2(87)
Comviva Technologies
Myanmar Limited
MICT Park, Building(19), 6th
Floor, Room (704) Hlaing
Township Yangon Region,
Myanmar
- Subsidiary 99.99 2(87)
Comviva Technologies
USA Inc
6440 SOUTHPOINT PKWY STE
300 JACKSONVILLE, FL 32216
- Subsidiary 99.99 2(87)
Comviva Technologies Cote
D’ivoire
Abidjan Plateau Immble
Belletive 6 EME Etage Porte 21
03 BP 1408 Abidjan 03
- Subsidiary 99.99 2(87)
Sofgen Holdings Limited
Arch. Makariou III, 229
Meliza Court, 4th floor P.C.
3105 Limassol (Cyprus)
- Subsidiary 100 2(87)
74
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Sofgen (UK) Limited*
Tech Mahindra Ltd, 3rd Floor,
63, Queen Victoria Street,
Level 3, London EC4N 4UA
- Subsidiary 100 2(87)
Sofgen Ireland Limited
Century House Harold’s Cross
Road Dublin 6W - Ireland
- Subsidiary 100 2(87)
Sofgen Africa Limited
L.R. 7158/602, Kalamu House,
Grevillea Grove, Westlands,
P.O. Box 47323, 00100
NAIROBI
- Subsidiary 100 2(87)
Sofgen Sdn Bhd*
26-2, Lorong 6E/91, Taman
Shamelin Perkasa, 56100 Kuala
Lumpur.
- Subsidiary 100 2(87)
Sofgen Services Pte. Ltd.
138 CECIL STREET, #13-02
CECIL
COURT, Singapore 069538
- Subsidiary 100 2(87)
Sofgen SA
chemin du Château-Bloch
11, c/o SOFGEN SaveTax SA,
1219 Le Lignon – Geneva,
Switzerland
- Subsidiary 100 2(87)
Sofgen Consulting AG*
Lövenstrasse 20 8001
Zürich - Switzerland
- Subsidiary 100 2(87)
Lightbridge
Communications
Corporation
4965, Preston Park Boulevard,
Suite 500, Plano (Texas) 75093
United States of America
- Subsidiary 100 2(87)
LCC Middle East FZ-LLC
Dubai Internet City
Shatha Tower, oce#1206
P.O.BOX 500639, Dubai
- Subsidiary 100 2(87)
LCC Muscat LLC
Muscat Governorate/ As
Seeb/ Wahat Al Marafa/ PO
Box 3360/ Postal Code 111
- Subsidiary 100 2(87)
Lightbridge
Communications
Corporations LLC
P.O Box No: 18698, Doha, State
of Qatar.
- Subsidiary 49 2(87)
Tech Mahindra Network
Services International Inc.,
4965, Preston Park Boulevard,
Suite 500, Plano (Texas) 75093
United States of America
- Subsidiary 100 2(87)
LCC Central America de
Mexico, SA de CV
Av. Vasco de Quiroga 3900,
Piso 10, Torre A, Lomas de
Santa Fe, Deleg. Cuajimalpa
de Morelos, Mexico DF 05300
- Subsidiary 100 2(87)
LCC Telekomunikasyon
Servis Limited
Ergenekon Cad. etat İ
Merkezi K:5 D:501 Feriköy-ili/
İstanbul
- Subsidiary 100 2(87)
LCC do Brasil Ltda
Veirano Advogados, Av.
Brigardeiro Faria Lima,
377-160andar, CEP: 04538-
133-São Paulo-Brasil
- Subsidiary 100 2(87)
LCC Europe B.V
Ruwekampweg 4,
Postbus 2206, 5202
CE’s-Hertogenbosch, The
Netherlands
- Subsidiary 100 2(87)
LCC France SARL
410 Clos de la Courtine 93160
Noisy-Le-Grand France
- Subsidiary 100 2(87)
LCC Italia s.r.l.
Via Francesco Antolisei, 6,
00173 Roma, Italy
- Subsidiary 100 2(87)
LCC North Central Europe
,B.V.
Amerikastraat 7, 5232 BE’s-
Hertogenbosch, Postbus 2206
- Subsidiary 100 2(87)
Annual Report 2019-20
75
Statutory Reports
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
LCC Deployment Services,
UK Limited
Pinewood Crockford Lane
Chineham Business Park
Basingstoke
England
RG24 8AL
- Subsidiary 100 2(87)
LCC Networks Poland
Sp.z.o.o
ul. WYRZYSKA, nr 9A, lok. ---,
miejsc. WARSZAWA, kod 02-
455, poczta, WARSZAWA, kraj
POLSKA
- Subsidiary 100 2(87)
LCC Network Services, B.V.
Ruwekampweg 4,
Postbus 2206, 5202
CE’s-Hertogenbosch, The
Netherlands
- Subsidiary 100 2(87)
LCC Wireless
Communications Espana,
SA
C/ Estrella Denebola 8 Planta 2
28045 Madrid
- Subsidiary 100 2(87)
LCC Wireless
Communications Services
Marox, SARLAU
186 Av Mehdi Ben Barka
Appt N 22, Bourgogne 20053,
Casablanca, Morrocco
- Subsidiary 100 2(87)
Tech Mahindra Network
Services Belgium
Leuvensesteenweg 555
1930 Zaventem. Belgium
- Subsidiary 100 2(87)
LCC Telecom GmbH
Neumannstrasse 2
40235 Dusseldorf
- Subsidiary 100 2(87)
LCC United Kingdom
Limited
Pinewood Crockford Lane
Chineham Business Park
Basingstoke
England
RG24 8AL
- Subsidiary 100 2(87)
LCC Design and
Deployment Services Ltd.
1 Danais & Perikleous St
15344 Gerakas
- Subsidiary 100 2(87)
LCC Engineering &
Deployment Services Misr,
Ltd
Oce 4 Al Maqdes Al Qabari,
Nasr City, Cairo, Egypt
- Subsidiary 100 2(87)
LCC Saudi Telecom
Services, Ltd.
Oces 4&5; 2nd Floor
Al-Mizan Tower
PO Box 2432 Riyadh
Saudi Arabia
- Subsidiary 100 2(87)
LCC Saudi Arabia Telecom
Services Co. Ltd/Jordan
WLL
Amman - Faihaa Bldg -2nd
Floor - Oce No 102.
- Subsidiary 100 2(87)
Leadcom Integrated
Solutions International B.V.
2 Martinus Nijhoaan, 2624 ES
Delft, the Netherlands
- Subsidiary 100 2(87)
Leadcom Integrated
Solutions (L.I.S.) Ltd.
10 Hahagana Street,
Or Yehuda Israel
- Subsidiary 100 2(87)
Leadcom Ghana Limited
House No. RR147A Olusegun
Obasanjo Road PMB KA 34
Roman Ridge Accra, Ghana
- Subsidiary 100 2(87)
Leadcom Gabon S.A.
Quartier Louis Deriere
le Cotton Club B.P. 4638
Libreville, Gabon
- Subsidiary 100 2(87)
Leadcom Uganda Limited
Mobile 256-71-142630
Plot 2 Neptune Avenue
Mbuya, Kampala PO
Box 50029 Uganda
- Subsidiary 100 2(87)
Leadcom DRC SPRL
Leadcom Avenue Basoko,
No. 521, Commune de la
Gombe Kinshasa, DRC
- Subsidiary 100 2(87)
76
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Leadcom Integrated
Solutions Tanzania Ltd.
2379/34 Winding Avenue
Oyster Bay Dar
Es Salaam, Tanzania
- Subsidiary 100 2(87)
Leadcom Integrated
Solutions Rwanda Ltd.
Sulfo House Door 6B
Gikondo Kigali, Rwanda
- Subsidiary 100 2(87)
Leadcom Integrated
Solutions Tchad SARL
Zone Industrielle - Farcha
BP 6718 N’Djamena Chad
- Subsidiary 100 2(87)
Coniber S.A.
Plaza Independencia
822, apartamento 801,
Montevideo, Uruguay
- Subsidiary 100 2(87)
Tech-Mahindra de Peru
S.A.C.
Canaval y Moreyra #
340, San Isidro, Lima
Codigo Postal Lima 27
- Subsidiary 100 2(87)
Tech-Mahindra Guatemala
S.A
12 calle 1-25 zona 10
edificio GEMINIS 10 TORRE
SUR NIVEL 16 OFICINA
1607 “A” Guatemala
- Subsidiary 100 2(87)
Tech-Mahindra Bolivia S.R.L.
3 ere. Anillo Interno - Zona
San Martin Calle 9 B - Este
N33 Santa Cruz – Bolivia
- Subsidiary 100 2(87)
Tech-Mahindra Ecuador S.A
Kenedy Norte Manzana
1010 Solares 7, 8 y 9
Guayaquil, Ecuador
- Subsidiary 100 2(87)
Tech-Mahindra Panama, S.A.
Via Simon Bolivar,
(Transistmica) Edif
H. Herburger oficina
5 y 10 Panama
- Subsidiary 100 2(87)
Tech Mahindra Costa Rica
Sociedad Anonima
Sabana Sur, Calle Morenos
150 mt Sur del Supermecado
AMPM Edificio color papaya,
San Jose Costa Rica
- Subsidiary 100 2(87)
Tech Mahindra Colombia
S.A.S
Cra.45 #97 50 Of.1102, Bogotá,
Colombia
- Subsidiary 100 2(87)
Tech-Mahindra S.A
Av. Córdoba 795, 4to Piso,
Of. “8”, C.A.B.A. (C1054AAG),
Argentina
- Subsidiary 100 2(87)
Leadcom Integrated
Solutions Kenya Limited
Mayfair Business Center
2nd floor Masapo Close,
Westland’s Nairobi, Kenya
- Subsidiary 100 2(87)
Leadcom Integrated
Solutions Myanmar Co., Ltd
14/E University Avenue
Compound New University
Road, Bahan Township
Yangon, Myanmar
- Subsidiary 100 2(87)
Leadcom Integrated
Solutions (SPV) SAS
4 Cité Joly 75011 Paris - Subsidiary 100 2(87)
STA Gabon*
Quartier Louis Deriere
le Cotton Club B.P. 4638
Libreville, Gabon
- Subsidiary 100 2(87)
STA Dakar
22, avenue Albert Sarrault
BP 6147 Etoile Dakar
- Subsidiary 100 2(87)
Societe
deTelecommunications
Africaine (STA) Abidjan
Rue Chevalier DE CLIEU,
Marcory, Abidjan, Cote
d’Ivoire 01 BP 3910
Abidjan 01 Cote d’Ivoire
- Subsidiary 100 2(87)
PF Holdings B.V.
Maanplein 20, 2516 CK, The
Hague, the Netherlands
- Subsidiary 60 2(87)
Pininfarina S.p.A.
Via Bruno Buozzi 6 - Turin -
Italy
- Subsidiary 45.69 2(87)
Annual Report 2019-20
77
Statutory Reports
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
Pininfarina of America Corp.
1101 Brickell Ave - South Tower
- 8th Floor - Miami FL USA
- Subsidiary 45.69 2(87)
Pininfarina Deutschland
Holding Gmbh
Riedwiesenstr. 1, Leonberg,
Germany
- Subsidiary 45.69 2(87)
Pininfarina Deutschland
Gmbh
Frankfurter Ring 81, Monaco,
Germany
- Subsidiary 45.69 2(87)
Pininfarina Shanghai Co., Ltd
Unit 1, Building 3, Lane 56,
Antuo Road, Anting, 201805,
Jiading district, Shanghai,
China
- Subsidiary 45.69 2(87)
Pininfarina Engineering
S.R.L
Via Bruno Buozzi 6 – 10121 -
Turin
- Subsidiary 45.69 2(87)
Tech Mahindra Fintech
Holdings Limited
401 Grafton Gate Milton Keynes
United Kingdom MK9 1AQ
- Subsidiary 93.75 2(87)
Target Topco Limited*
Target House, Cowbridge Road
East, Cardi, S Glamorgan CF11
9AU
- Subsidiary 93.75 2(87)
Target TG Investments
Limited
Target House, Cowbridge Road
East, Cardi, S Glamorgan CF11
9AU
- Subsidiary 93.75 2(87)
Target Group Limited
Target House, 5-19 Cowbridge
Road East, Cardi, S
Glamorgan CF11 9AU
- Subsidiary 93.75 2(87)
Target Servicing Limited
Target House, Cowbridge Road
East, Cardi, S Glamorgan CF11
9AU
- Subsidiary 93.75 2(87)
Target Financial Systems
Limited
Target House, 5-19 Cowbridge
Road East, Cardi, S
Glamorgan CF11 9AU
- Subsidiary 93.75 2(87)
Elderbridge Limited
Target House, Cowbridge Road
East, Cardi, S Glamorgan CF11
9AU
- Subsidiary 93.75 2(87)
Harlosh Limited
Target House, Cowbridge Road
East, Cardi, S Glamorgan CF11
9AU
- Subsidiary 93.75 2(87)
Harlosh NZ Limited*
C/o Urlich Bowker Limited, 21
Broderick Road, Johnsonville,
Wellington, 6037, New Zealand
- Subsidiary 93.75 2(87)
Tech Mahindra Healthcare
Systems Holdings LLC
2711 Centerville Road, Suite
400, Wilmington, New Castle,
Delaware 19808.
- Subsidiary 92.88 2(87)
Tech Mahindra Healthcare
LLC
2711 Centerville Road, Suite
400, Wilmington, New Castle,
Delaware 19808.
- Subsidiary 92.88 2(87)
The CJS Solutions Group,
LLC
6440 Southpoint Parkway,
Suite 300
Jacksonville, Florida 32216
- Subsidiary 92.88 2(87)
HCI Group UK Limited
International House 24 Holborn
Viaduct London EC1A 2BN
- Subsidiary 92.88 2(87)
Healthcare Clinical
Informatics Limited
International House 24 Holborn
Viaduct London EC1A 2BN
- Subsidiary 92.88 2(87)
HCI Group DMCC*
Ag Tower Jumeirah Lakes
Towers, Dubai, UNITED ARAB
EMIRATES
- Subsidiary 92.88 2(87)
CJS Solutions Group
Canada ULC*
20th Floor, 250 HOWE Street,
Vancouver BC V6C 3R8,
CANADA
- Subsidiary 92.88 2(87)
78
Sr.
No.
Name of the Company Registered Address CIN/GLN Holding/
Subsidiary/
Associate
(%)
shares
held
Applicable
Section
HCI Group Australia Pty Ltd
Unit 22 12 Esperance Court,
CLEVELAND- 4163, AUSTRALIA
- Subsidiary 92.88 2(87)
Mahindra Educational
Institutions
Survey No: 62/1A,
Bahadurpally, Jeedimetla,
Hyderabad - 500 043,
Telangana, India
U80300TG2013NPL086878 Subsidiary 100 2(87)
Tech Mahindra Foundation
Oberoi Gardens Estate,
Chandivali, O Saki
Vihar Road, Andheri (E),
Mumbai – 400 072
U85310MH2006NPL160651 Subsidiary 100 2(87)
Avion Networks, Inc.
C/o. Incorporating Services,
Ltd., 3500 South DuPont
Highway, Dover, County of
Kent, Delaware, 19901
- Associate 30 2(6)
SARL Djazatech
Bab Ezzouar Business
District, Lot Nr. 94,
Algiers, 16311, Algeria
- Associate 49 2(6)
EURL LCC UK Algerie
Bab Ezzouar Business
District, Lot Nr. 94,
Algiers, 16311, Algeria
- Associate 49 2(6)
Goodmind S.r.l.
Via Nazionale 30 - Cambiano
- Italy
- Associate 9.14 2(6)
Signature S.r.l.
Via Paolo Frisi n. 6 – 48124 –
Ravenna (RA), Italy.
- Associate 10.97 2(6)
Altiostar Networks, Inc.**
200 Ames Pond Drive
Tewksbury, MA
01876
- Associate 23.33 2(6)
Infotek Software and
Systems
Private Limited
S.NO. 22/4/1, E wing, 101, IRIS
Balewadi Pune MH 411045
India
U72200PN2000PTC015094 Associate 18.09 2(6)
Vitaran Electronics Private
Limited
S.NO. 22/4/1, E wing, 201, IRIS
Balewadi Pune MH 411045
India
U30007PN2006PTC129356 Associate 18.09 2(6)
* Closed, Dissolved, Liquidated, Merged, Struck o as of March , .
** Ceased to be an associate company from April ,
Note:
Entities listed at Sr. No. , , , , , have been Formed during the year.
Entities listed at Sr. No. , , to , to , & have become Subsidiaries/Associate Companies.
Annual Report 2019-20 79
Statutory Reports
IV SHARE HOLDING PATTERN EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF
TOTAL EQUITY
I CATEGORYWISE SHARE HOLDING:
Cate-gory of shareholder No. of Shares held at the beginning of the year No.of Shares held at the end of the year % Change
during the
year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
(A) Promoter and Promoter
Group
Indian
(a) Individuals / Hindu
Undivided Family
- - - - - - - - -
(b) Central Government / State
Government(s)
- - - - - - - - -
(c) Bodies Corporate 25,64,50,608 - 25,64,50,608 26.08 25,17,46,892 25,17,46,892 26.06 -0.02
(d) Financial Institutions /
Banks
- - - - - - - - -
(e) Any Other (specify) - - - - - - - - -
TML Benefit Trust (Through
Mr. V. S. Parthasarathy,
Trustee)
9,60,00,000 - 9,60,00,000 9.76 9,42,35,629 - 9,42,35,629 9.76 0.00
Sub-Total (A)() 35,24,50,608 - 35,24,50,608 35.84 34,59,82,521 34,59,82,521 35.82 -0.02
Foreign
(a) Individuals (Non-Resident
Individuals/ Foreign
Individuals)
- - - - - - - - -
(b) Bodies Corporate 2,42,904 - 2,42,904 0.02 2,42,904 - 2,42,904 0.03 0.01
(c) Institutions - - - - - - - - -
(d) Qualified Foreign Investor - - - - - - - - -
(e) Any Other (specify) - - - - - - - - -
Sub-Total (A)() 2,42,904 - 2,42,904 0.02 2,42,904 - 2,42,904 0.03 0.01
Total Shareholding of
Promoter and Promoter
Group (A)= (A)()+(A)()
35,26,93,512 - 35,26,93,512 35.87 34,62,25,425 - 34,62,25,425 35.85 -0.02
(B) Public shareholding
Institutions
(a) Mutual Funds/UTI 8,39,06,405 4,932 8,39,11,337 8.53 8,10,42,379 4,932 8,10,47,311 8.39 -0.14
(b) Financial Institutions/ Banks 16,76,614 - 16,76,614 0.17 17,69,778 - 17,69,778 0.18 0.01
(c) Central Government/ State
Government(s)
16,37,080 - 16,37,080 0.17 16,37,080 - 16,37,080 0.17 0.00
(d) Venture Capital Funds - - - - - - - - -
(e) Insurance Companies 2,69,04,852 - 2,69,04,852 2.74 4,21,16,752 - 4,21,16,752 4.36 1.62
(f) Foreign Institutional
Investors
69,16,448 11,836 69,28,284 0.70 1,01,607 11,836 1,13,443 0.00 -0.70
(g) Foreign Venture Capital
Investors / Alternate
Investment Funds
21,64,432 - 21,64,432 0.22 2523816 - 25,23,816 0.26 0.04
(h) Qualified Foreign Investor - - - - - - - -
(i) Any Other (specify)
Foreign Portfolio Investor
(Corporate)
37,47,16,811 - 37,47,16,811 38.11 38,30,35,804 - 38,30,35,804 39.68 1.57
Sub-Total (B)() 49,79,22,642 16,768 49,79,39,410 50.64 51,22,27,216 16,768 51,22,43,984 53.04 2.40
80
Cate-gory of shareholder No. of Shares held at the beginning of the year No.of Shares held at the end of the year % Change
during the
year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
Non-institutions
(a) Bodies Corporate 1,91,87,427 41,892 1,92,29,319 1.96 73,19,216 41,892 73,61,108 0.76 -1.20
(b) Individuals -
i. Individual shareholders
holding nominal share
capital up to lakh.
6,83,06,795 13,25,356 6,96,32,151 7.08 6,12,07,535 12,24,232 6,24,31,767 6.46 -0.62
ii. Individual shareholders
holding nominal share
capital in excess of lakh.
1,98,03,945 47,056 1,98,51,001 2.02 17275912 47,056 1,73,22,968 1.79 -0.23
(c) Qualified Foreign Investor - - - - - - - -
(d) Any Other (specify)
i. Non Resident Indians 76,31,258 5,25,760 81,57,018 0.83 77,97,091 4,21,024 82,18,115 0.85 0.02
ii. Foreign Nationals 2,22,290 900 2,23,190 0.02 1,66,555 900 1,67,455 0.02 0.00
iii. Trusts 68,55,172 - 68,55,172 0.69 78,87,415 - 78,87,415 0.82 0.13
iv. Clearing Members 60,10,188 - 60,10,188 0.61 19,15,942 - 19,15,942 0.20 -0.41
v. Overseas Bodies
Corporates
2,348 - 2,348 0.00 2,348 - 2,348 0.00 0.00
vi. Hindu Undivided Family 22,62,278 - 22,62,278 0.23 15,82,314 - 15,82,314 0.16 -0.07
vii.Unclaimed Shares 3,30,420 - 3,30,420 0.03 3,30,420 - 3,30,420 0.03 0.00
viii. Foreign Portfolio
Investor (Individual)
100 - 100 0.00 74 - 74 0.00 0.00
ix. NBFCs registered
with RBI
1,41,337 - 1,41,337 0.01 1,22,803 - 1,22,803 0.01 0.00
x. Investor Educational And
Protection Fund
35,026 - 35,026 0.00 40,226 - 40,226 0.00 0.00
Sub-Total (B)() 13,07,88,584 19,40,964 13,27,29,548 13.49 10,56,47,851 17,35,104 10,73,82,955 11.11 -2.38
Total Public Shareholding
(B)= (B)()+(B)()
62,87,11,226 19,57,732 63,06,68,958 64.13 61,78,75,067 17,51,872 61,96,26,939 64.15 0.02
TOTAL (A)+(B) 98,14,04,738 19,57,732 98,33,62,470 100.00 96,41,00,492 17,51,872 96,58,52,364 100.00 0.00
(C) Shares held by Custodians
and against which
Depository Receipts have
been issued
Not Applicable
GRAND TOTAL (A)+(B)+(C) 98,14,04,738 19,57,732 98,33,62,470 100.00 96,41,00,492 17,51,872 96,58,52,364 100.00 0.00
II SHAREHOLDING OF PROMOTERS:
Sl
No.
Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year
% Change in
share holding
during the year
No. of Shares % of total
Shares
of the
company
%of Shares
Pledged /
encumbered
to total shares
No. of Shares % of total
Shares
of the
company
%of Shares
Pledged /
encumbered to
total shares
Mahindra & Mahindra
Limited
25,62,48,704 26.06 - 25,15,48,691 26.04 - -0.02
TML Benefit Trust
9,60,00,000 9.76 - 9,42,35,629 9.76 - 0.00
(Through Mr. V. S.
Parthasarathy Trustee)
Mahindra-BT Investment
Company (Mauritius)
Limited
2,42,904 0.02 - 2,42,904 0.03 - 0.01
Mahindra Holdings
Limited
2,01,904 0.02 - 1,98,201 0.02 - 0.00
Total
35,26,93,512 35.87 - 34,62,25,425 35.85 - -0.02
Annual Report 2019-20 81
Statutory Reports
III CHANGE IN PROMOTERS’ SHAREHOLDING PLEASE SPECIFY, IF THERE IS NO CHANGE
Sl.
No.
Shareholder’s Name Shareholding at the beginning
of the year
Cumulative Shareholding
during the year
No. of shares % of total shares
of the company
No. of shares# % of total shares
of the company
Mahindra & Mahindra Limited
Beginning of the Year
25,62,48,704 26.06
At the end of the Year
- - 25,15,48,691 26.04
TML Benefit Trust
(Through Mr. V.S. Parthasarathy Trustee)
Beginning of the Year
9,60,00,000 9.76
At the end of the Year
- - 9,42,35,629 9.76
Mahindra-BT Investment Company (Mauritius)
Limited
Beginning of the Year
2,42,904 0.02
At the end of the Year
- - 2,42,904 0.03
Mahindra Holdings Limited
Beginning of the Year
2,01,904 0.02
At the end of the Year
- - 1,98,201 0.02
Note - The change in shareholding and percentage is due to participation in Buy-Back of Equity shares and on account of
allotment of shares upon exercise of ESOPs.
IV SHAREHOLDING OF TOP TEN SHAREHOLDERS OTHER THAN DIRECTORS, PROMOTERS
AND HOLDERS OF GDRs AND ADRs
Sr
No.
Particulars Shareholding at the beginning
of the year
Cumulative Shareholding at the
end of the year
No of shares
held
% of total
shares of the
company
No of shares
held
% of total
shares of the
company
FIRST STATE INVESTMENTS ICVC- STEWART
INVESTORS ASIA PACIFIC LEADERS FUND
BEGINNING OF THE YEAR
4,04,97,091 4.12
AT THE END OF THE YEAR
4,04,97,091 4.19
GOVERNMENT OF SINGAPORE
BEGINNING OF THE YEAR
1,09,21,057 1.11
AT THE END OF THE YEAR
1,67,21,167 1.73
ICICI PRUDENTIAL BLUECHIP FUND
BEGINNING OF THE YEAR
1,66,89,965 1.70
AT THE END OF THE YEAR
1,56,45,910 1.62
ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE
LIMITED A/C ADITYA BIRLA SUN LIFE EQUITY
FUND
BEGINNING OF THE YEAR
1,71,61,814 1.75
AT THE END OF THE YEAR
1,54,16,648 1.60
SBI-ETF NIFTY
BEGINNING OF THE YEAR
88,81,261 0.90
AT THE END OF THE YEAR
1,52,81,562 1.58
GOVERNMENT PENSION FUND GLOBAL
BEGINNING OF THE YEAR
1,45,02,171 1.47
AT THE END OF THE YEAR
1,52,23,517 1.58
82
Sr
No.
Particulars Shareholding at the beginning
of the year
Cumulative Shareholding at the
end of the year
No of shares
held
% of total
shares of the
company
No of shares
held
% of total
shares of the
company
LIFE INSURANCE CORPORATION OF INDIA P &
GS FUND
BEGINNING OF THE YEAR
1,28,97,640 1.31
AT THE END OF THE YEAR
1,27,56,264 1.32
ICICI PRUDENTIAL LIFE INSURANCE COMPANY
LIMITED
BEGINNING OF THE YEAR
28,12,094 0.29
AT THE END OF THE YEAR
95,17,833 0.99
UTI - NIFTY EXCHANGE TRADED FUND
BEGINNING OF THE YEAR
89,17,512 0.91
AT THE END OF THE YEAR
94,09,029 0.97
VANGUARD TOTAL INTERNATIONAL STOCK
INDEX FUND
BEGINNING OF THE YEAR
77,40,723 0.79
AT THE END OF THE YEAR
82,07,327 0.85
Note:- The above information is provided based on the beneficiary position received from depositories and physical share register.
V SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Sr.
No.
Particulars Shareholding at the beginning
of the year
Cumulative Shareholding
during the year
No. of shares % of total
shares of the
company
No. of shares % of total
shares of the
company
Mr. C. P. Gurnani
Beginning of the year 69,31,968 0.70
Participated in Buy-Back on April , 130,409 68,01,559
Acquisition on June , (ESOP) 337,500 71,39,059
Sale on June , (O market Transfer) 300,000
At the end of the year - - 68,39,059 0.71
Mr. Anand G. Mahindra
Beginning of the year 1,88,552 0.02
At the end of the year - - 1,88,552 0.02
Mr. Ulhas N. Yargop*
Beginning of the year 1,51,520 0.02
Participated in Buy-Back on April , 2,965
At the end of the year - - 1,48,555 0.02
Mr. M. Damodaran
Beginning of the year 75,150 0.01
Participated in Buy-Back on April , 1,475
At the end of the year - - 73,675 0.01
Annual Report 2019-20
83
Statutory Reports
Sr.
No.
Particulars Shareholding at the beginning
of the year
Cumulative Shareholding
during the year
No. of shares % of total
shares of the
company
No. of shares % of total
shares of the
company
Mr. Ravindra Kulkarni*
Beginning of the year 64,148 0.01
Participated in Buy-Back on April , 1,176
At the end of the year - - 62,972 0.01
Mr. T. N Manoharan
Beginning of the year 30,000 0.00
Participated in Buy-Back on April , 613
At the end of the year - - 29,387 0.00
Ms. M Rajyalakshmi Rao
Beginning of the year 32,000 0.00
Participated in Buy-Back on April , 641 31,359
Sale on May - , 11,359 20,000
Sale on September , , 2,750 17,250
Sale between September - , 12,006 5,244
Sale on November , , , 3,244 2,000
At the end of the year - - 2,000 0.00
Key Managerial Personnel:
Mr. Anil Khatri
Beginning of the year 5,000 0.00
Participated in Buy-Back on April , 102 4,898
Acquisition on June , (ESOP) 2,100 6,998
Acquisition on July , (ESOP) 400 7,398
Sale on September , 1,000 6,398
Sale on November , 750 5,648
Sale on January , 1,000 4,648
Sale on February , 548 4,100
Acquisition on February , (ESOP) 2,750
At the end of the year - - 6,850 0.00
Mr. Manoj Bhat
Beginning of the year 46,204 0.00
Participated in Buy-Back on April , 1,082 45,122
Sale on February , 25,000
At the end of the year - - 20,122 0.00
Note: Mr. Anupam Puri, Ms. Mukti Khaire, Ms. Shikha Sharma, Mr. Haigreve Khaitan, Dr. Anish Shah and Mr. V. S. Parthasarathy
did not hold any shares in the Company during the financial year -.
* Retired as Directors w.e.f. close of business hours of July , .
84
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(` in Million)
Particulars Secured Loans
Excluding Deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of the financial year
i)
Principal Amount
- 126.44 - 126.44
ii)
Interest accrued but not due
- 1.11 - 1.11
iii)
Interest accrued and due
- - - -
Total (i+ii+iii) - 127.54 - 127.54
Changes in indebtedness during the financial year
Additions - 5,927.39 - 5,927.39
Deletions - 1,245.96 - 1,245.96
Net change - - - -
Indebtedness at the end of the financial year - -
i)
Principal Amount
- 4,808.76 - 4,808.76
ii)
Interest accrued but not due
- - - -
iii)
Interest accrued and due
- - - -
Total (i+ii+iii) - ,. - ,.
Annual Report 2019-20
85
Statutory Reports
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. REMUNERATION TO MANAGING DIRECTOR, WHOLETIME DIRECTORS AND/OR MANAGER
(` in Million)
Sr.
No.
Particulars of Remuneration Name of MD/ WTD/Manager
Mr. C.P. Gurnani
(Managing Director & CEO)
Gross Salary
(a) Salary as per provisions contained in section () of the Income tax Act
27.96
(b) Value of perquisite u/s () of the Income tax Act 1.59
(c) Profits in lieu of Salary u/s () of the Income tax Act -
Stock Option 250.10*
Sweat Equity -
Commission 6.08
As % of profit
Others Specify -
Others, please specify -
Total (A) 285.73
Ceiling as per the Act (% of the Net Profit) 2677.55
Company contribution to PF not added in above information 1.38
(*) Amount indicates perquisite value of ESOP exercised during the year.
B. REMUNERATION TO OTHER DIRECTORS
(` in Million)
Sr.
No.
Particulars of Remuneration Name of Directors Total
Amount
Mr.
Anupam
Puri*
Mr. M.
Damodaran
Mr. Ravindra
Kulkarni*
Ms. M.
Rajyalakshmi
Rao
Mr. T. N.
Manoharan
Independent Directors
• Feeforattendingboard
committee meetings
N.A N.A. N.A. N.A. N.A.
• Commission 3.53 7.94 2.90 6.68 9.14 30.18
• Others-(StockOptions) - - - - - -
Total 3.53 7.94 2.90 6.68 9.14 30.18
Ms. Mukti
Khaire@
Mr. Haigreve
Khaitan#
Ms. Shikha
Sharma#
Independent Directors
(Continued)
• Feeforattendingboard
committee meetings
N.A N.A. N.A.
• Commission 9.20 4.92 5.48 19.59
• Others-(StockOptions) - - -
Total 9.20 4.92 5.48 19.59
Total () 49.78
Mr. Anand
Mahindra
Mr. Ulhas
N. Yargop*
Mr. V. S.
Parthasarathy
Dr. Anish
Shah$
Other Non-Executive Directors
• Feeforattendingboard
committee meetings
N.A N.A. N.A. N.A. N.A
• Commission
N.A 3.02 8.19 4.22 15.44
• Others–(StockOptions)
- - - - -
Total ()
_ 3.02 8.19 4.22 15.44
Total (B)= (+)
65.22
Total Managerial Remuneration
(A+B)
350.95
Overall Ceiling as per the Act
6% of the Net Profit 3213.06
(*) Retired w.e.f
st
July .
(@) Appointed as director w.e.f
th
April .
(#) Appointed as Independent Directors w.e.f
st
August .
($) Appointed as director w.e.f
th
September .
86
C. REMUNERATION TO KMP OTHER THAN MD, WTD/MANAGER
(` in Million)
Sr.
No
Particulars of Remuneration Key Managerial Personnel Total
Amount
Mr. Manoj Bhat
(Chief Financial Ocer)
Mr. Anil Khatri
(Company Secretary)
Gross Salary
(a) Salary as per provisions contained in
section () of the Income tax Act
10.55 4.17
14.72
(b) Value of perquisite u/s () of the Income
tax Act
0.01 - 0.01
(c) Profits in lieu of Salary u/s () of the
Income tax Act
- - -
Stock Option*
- 2.76 2.76
Sweat Equity
- - -
Commission
- - -
As % of profit
Others Specify
Others, please specify
- - -
Total (A)
10.56 6.93 17.49
Ceiling as per the Act
- - -
Company contribution to PF not added in
above information
0.30 0.11 0.41
Company Contribution to superannuation not
added in above information
0.15 0.09 0.24
(*) Amount indicates perquisite value of ESOP exercised during the year.
VII. PENALTIES /PUNISHMENT/COMPOUNDING OF OFFENCES:
There are no penalties/punishment/compounding of oences against Tech Mahindra Limited and its Directors
and Ocers for the year ended March 31, 2020.
Place: Mumbai
Date: April 30, 2020
For and on behalf of the Board
Anand G. Mahindra
Chairman
(DIN: 0000004695)
Annual Report 2019-20 87
Statutory Reports
DISCLOSURE AS REQUIRED UNDER SECTION 19712 OF THE COMPANIES ACT, 2013 READ
WITH RULE 51 OF THE COMPANIES APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL RULES, 2014
1 & 2) Ratio of the remuneration of each director to the median remuneration of the employees of the company and
the percentage increase in remuneration of Directors & KMPs in the Financial Year:
S No Name of the Director/KMP Designation Ratio of Remuneration of
each Director to Median
Remuneration of Employees
Percentage increase in
Remuneration during
FY 2019-20
Mr. Anand G. Mahindra
Chairman NA NA
Mr. Anupam Puri*
Independent Director 7.64 (59%)
Mr. M. Damodaran
Independent Director 17.19 9%
Ms. M. Rajyalakshmi Rao
#
Independent Director 14.46 (87%)
Mr. Ravindra Kulkarni*
Independent Director 6.28 (62%)
Mr. T. N. Manoharan
Independent Director 19.78 17%
Ms. Mukti Khaire**
Independent Director 19.91 0%
Mr. Haigreve Khaitan**
Independent Director 10.65 0%
Ms. Shikha Sharma**
Independent Director 11.86 0%
Mr. Ulhas N. Yargop*
Non Executive Director 6.54 (62%)
Mr. V. S. Parthasarathy
Non Executive Director 17.73 25%
Dr. Anish Shah**
Non Executive Director 9.13 0%
Mr. C.P. Gurnani
##
Managing Director &
Chief Executive Ocer
618.46 28%
Mr. Manoj Bhat
Chief Financial Ocer 13%
Mr. Anil Khatri
#
Company Secretary (1%)
* Retired from the Directorship hence the ratios and the percentage increase in remuneration is not comparable;
** Appointed as Directors during the current Financial Year hence the ratios are not comparable and the percentage increase /
decrease is not applicable.
#
The previous year remuneration included perquisite value of the accumulated stock options.
##
The percentage increase in remuneration is due to increase in the perquisite value of stock option exercised during the year.
NOTE: The ratio and the percentage would be as under, if the perquisite value on stock options exercised by those
Directors & KMPs is excluded from the remuneration.
Sr.
No.
Name of Director/
KMP
Designation Ratio of Remuneration of
each Director to Median
Remuneration to Employees
Percentage increase in
Remuneration during
FY 2019-20
Mr. C. P. Gurnani Managing Director & Chief
Executive Ocer
. (%)
ANNEXURE VII
88
) The median remuneration of employees of the company
during the financial year was:
` . million
)
Percentage increase in the median remuneration of
employees in the financial year :
%
)
Number of permanent employees on the rolls of
company as at March , :
,
)
Average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial
remuneration:
An increase of .% was given to the employees during the year
under review as against an increase of % in the remuneration
of Managerial Personnel.
The increase in remuneration of Managerial Personnel is due
to exercise of stock options granted over the years. While all
managerial persons are India based ~% employees are based
overseas where inflation & consequent salary increase tends to
be low.
)
The key parameters for any variable component of
remuneration availed by the Directors :
Executive Directors - Nomination and Remuneration Committee
determines the variable compensation annually based on their
individual and organisation performance.
Non-Executive Directors - Parameters such as responsibilities
undertaken, Membership or Chairmanship of the Committees,
time spent in carrying out of duties etc.
)
Armation that the remuneration is as per the
remuneration policy of the company:
Yes
Place: Mumbai
Date: 30 April, 2020
For and on behalf of the Board
Anand G. Mahindra
Chairman
(DIN: 0000004695)
Annual Report 2019-20 89
Statutory Reports
FORM NO. AOC2
PURSUANT TO CLAUSE H OF SUBSECTION 3 OF SECTION 134 OF THE ACT AND
RULE 82 OF THE COMPANIES ACCOUNTS RULES, 2014
FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ARRANGEMENTS ENTERED
INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO
IN SUBSECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013 INCLUDING CERTAIN
ARMS LENGTH TRANSACTIONS UNDER FOURTH PROVISO THERETO
1 Details of contracts or agreements or transactions not at arm’s length basis:
Sr
No.
Name
(s) of the
related
party
Nature of
Transaction
Duration
of the
Transactions
Salient
Features
of the
Transactions
Transactions
Value
Justification
for
transaction
Date(s) of
approval by
the Board
Amount
paid as
advance
Date of
special
resolution
NIL N.A.
2 Details of material contracts or agreements or transactions at arm’s length basis:
Sr
No.
Name(s) of
the related
party
Nature of
Relationship
Nature of
Transaction
Duration
of the
Transactions
Transactions
Value
(` Million)
% to
consol
revenue
Date(s) of approval by the
Board, if any
Amount
paid as
advance
Tech
Mahindra
(Americas),
Inc.
Subsidiary Revenue April
-March
, % Since these RPTs are in the
ordinary course of business
and are at the arm’s length
basis, approval of the Board is
not applicable.
However, these are reported to
the Audit Committee / Board at
their quarterly meetings
N.A.
Sub-contractiong
Expenses
, %
Reimbursement of
Expenses
(Net)-Paid/
(Receipt)
, %
Dividend Income , %
Place: Mumbai
Date: 30 April, 2020
For and on behalf of the Board
Anand G. Mahindra
Chairman
(DIN: 0000004695)
ANNEXURE VIII
90
PARTICULARS OF ENERGY CONSERVATION,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO AS
REQUIRED UNDER COMPANIES ACCOUNTS
RULES, 2014
A CONSERVATION OF ENERGY
Energy consumption within the organization
is mainly through grid electricity and diesel
generators in case of power failure for equipment
such as air conditioners, computer terminals,
lights and other utilities at work places. As an
on-going process, we continue to undertake
the following measures to conserve energy and
environment:
1. Energy emission intensity reduced by 4%
per associate in 2019-20 when compared
to last year through eective operational
controls, renewable energy sourcing,
use of innovative technologies and close
monitoring of utilization.
2. Additional installation of rooftop Solar
panels resulted in increase in renewable
source of energy. We generated solar
power of more than 28,881,949 kWh
(including savings from Solar Water
heaters) that led to the reduction of more
than 23,683 MTCO2 GHG emissions in this
year.
3. Commitment of transition towards low
emission technology resulted in the
increase of Renewable energy from 1.77% in
baseline year 2015-16 % to 17.6% this year.
4. Installed 36,000+ LEDs, approximately
6,100 occupancy sensors, power-ecient
insulation and ecient VRV and HVAC
equipment at various locations to conserve
energy and reduce GHG emissions.
5. Conducted Energy simulation and use of
automatic sensors integrated with lighting
and aircon units.
6. Teleconferencing and Video Conferencing
Systems set up to enable virtual meetings
and reduce Business travel.
ANNEXURE IX
7. Conserved energy through data centre
consolidation, server virtualization and use
of modular energy ecient equipment for
data Centre designs. Natural and adiabatic
cooling methods used to increase Energy
eciency.
8. New buildings designed as per eciency
standards and low emission technology.
9. Conducted rationalization of UPS
infrastructure and have integrated Building
Management Systems to improve the
energy eciency.
10. Updated external website to “Dark mode”
to make it energy ecient and save global
carbon footprint.
B TECHNOLOGY ABSORPTION
I & II THE EFFORTS MADE BY YOUR
COMPANY TOWARDS TECHNOLOGY
ABSORPTION AND THE BENEFITS IN
DIFFERENT SEGMENTS ARE GIVEN
BELOW:
With accelerated uptake on Digital Transformation
and focus on Digital Customer theme, a
growth is observed on the transformation of
the core driven by maturing Cloud, Platforms
as-a-service delivery models. Considering the
demand, we have charted the full spectrum
of technologies, continued to invest in the
best-in-class competencies and launched skill
transformation initiatives for our associates. We
have strengthened our Go-to-market eorts by
setting up a Digital Transformation Oce (DTO)
to drive the adoption of our business led themes
as listed below, that addresses every enterprise
functions to
Run-better, Change-faster and Grow-
greater (RCG)
Strategy & Design: Guide uncertainties of the
digital age by defining the accurate digital strategy
aligned with core business, with right experiences
for internal and external stakeholders.
Digital Customer: Redefine connected
experience across the customer lifecycle with an
interplay of digital strategy across sales, service
and marketing, enabled by process orchestration
and powered by user experience.
Annual Report 2019-20 91
Statutory Reports
Intelligent Operations: Realign end-to-end
business operations to deliver desired customer
experiences through integrated, connected, and
intelligent ecosystems.
Future Enterprise & Innovation: Envision
a disruptive future by leveraging emerging
technologies to exploit open opportunities,
incubate disruptive business models, and deliver
experiences to “tomorrow’s customers”.
Digital Insights: Foster data-driven decision
making by harnessing the power of data, analytics,
and cognitive technologies to derive actionable
and impactful insights.
Digital Foundation: Lay a robust, secure, and
future-proof foundation for your digital enterprise
by adopting cutting-edge technology frameworks
and software delivery methodologies.
With acquisitions namely Mad*Pow, BORN, Zen3
we have strengthened our Digital Consulting,
Advisory, Design and Platform capabilities and
augmented the approach to customer experience
in the Phygital world and agile way of delivering
transformation. To further accelerate these
business led Digital themes, we continue to
invest into the competencies like Blockchain, 5G,
AI/Automation, Cyber Security, New age Delivery
and our flag-ship Innovation power-house called
Makers Labs.
BLOCKCHAIN
Tech Mahindra has sustained its leadership
position in the Global Blockchain industry and
continues to be at the forefront in architecting
industry-wide transformations, re-imagining
customer experience and changing paradigms of
customer security. Globally, we have completed
several successful Blockchain implementations
especially across the BFSI, Manufacturing, Retail,
Oil & Gas and Telecom verticals over the course
of last 12 months that have been truly disruptive
in nature and resulted in unlocking significant
business value across our clients’ businesses. In
response to TRAI guidelines, mandating Telcos
to adopt Blockchain technology to combat
Unsolicited Commercial Calls (UCC), we have
added new logos by successfully extending the
multi-cloud solution to two more leading telecom
service providers in FY 2019-20. UCC is one of the
largest Blockchain implementations in the world
till date impacting 500Mn Telecom subscribers
in India. Further, we have architected several
transformative Blockchain projects including
Land registry and lease management for a
leading regulatory body of Urban Development,
UAE Government, Vehicle Lifecycle Management
for one of the top digitized states in India and
facilitated trade finance transactions on the
Marco Polo network and thereby becoming the
first Indian corporate to leverage the Marco Polo
Network and Platform for international trade
finance. In line with our endeavour to solve
complex business problems across industries, we
have incubated 20+ Blockchain platforms over the
course of last twelve months that will contribute
to help grow revenues. Addition of 15+ industry
awards and analyst recognitions is a testimony of
our continued success and acknowledgement as
an industry leader. Further, we have strengthened
our relationship with the State Government of
Telangana (India) by launching the inaugural
Blockchain accelerator program for empowering
Blockchain start-ups across the country. The
launch of the Blockchain accelerator, branded
as ‘T-Block Accelerator’, is a step in the direction
of co-creating an ecosystem with next-gen
technologies at the forefront of technology driven
transformation.
5G
5G is driving a new wave of digitalization of the
Telco and other industries that includes IT, Network
and more importantly operating model, which is
key to bring speed and agility of software and
scale of cloud. The COVID situation has further
accelerated the need for this transformation. The
new operating model where the workforce will
be collaborating from virtual locations is further
driving the network to be software driven. In
addition to that, 5G will oer services on the fly
and give control of service creation back to the
user, which will make 5G Network-as-a-Software
Platform. This platform will bring applications
closer to the customer through highly scalable,
highly automated, application aware Network
edge, and a harmonious cloud across edge and
core. To enable such as continued transformation,
we have invested in building accelerator
platforms such as netOps.ai and Blue Marble.
netOps.ai is a Network Automation and Managed
Services framework that automates the lifecycle
of network function on a harmonious hybrid
private & public cloud. The Blue Marble platform
is a complete Digital BSS stack that provides the
micro-services based flexible solution to monetize
5G investments. We launched a CI.NXT oering
that transforms us from a traditional SI (System
Integrator) to a CI (Continuous Integrator) and
help our customers shift operating model from
traditional waterfall to DevOps.
92
AI & AUTOMATION
Intelligent Automation & Artificial Intelligence
Solutions continued to make stride during
last year and we have further strengthened
our competencies with in-house platforms,
partnerships with top providers and start-ups
to enhance our portfolio addressing Intelligent
Process Automation, Conversational AI, Text
Analytics and NLP, Computer Vision and Advanced
Analytics solution areas. Zen3 acquisition will
further bring in Speech Analytics and Annotation
related capabilities to augment these. We have
developed 100+ use-cases and solutions across
our key vertical and domain areas, to solve
business issues through Automation, Analytics
and AI technologies. As a Premier member of
the Linux Foundation AI project, we continued
our investments in Acumos AI platform, and we
also have launched the Enterprise version of
Acumos called GAIA to the market to accelerate
the industrialisation and democratisation of AI.
GAIA provides an e2e life-cycle management for
AI and serve as a market place for monetization
and re-use of industry solutions and us-
cases. Adoption of our Intelligent Automation
Framework (AQT) for our ongoing engagements
had crossed 200+ customers and continue to
accelerate. We have 5000+ associates who are
certified across various streams of Automation
and AI technologies as part of our upskilling plans
using AQT Proficiency Framework. Our Cognitive
Operations Automation platform TACTiX had won
the Express IT Awards under the Digital Solution
of the Year category.
NEW AGE DELIVERY
Information Technology needs of our customers
are changing rapidly and the drive to address
speed and agility in delivering business solutions
is paramount than ever before. Our AI-based
#NewAgeDELIVERY engine enables customers to
envision a new paradigm of technology solution
delivery. With multiple customer programs already
running live, #NewAgeDELIVERY continues to
get stronger, smarter and more resilient with
time. In the past year, the engine led a large-scale
upskilling transformation directly impacting more
than 70,000+ of our IT associates. The engine
enabled 3 wins, including acquisition of a project
to build a core learning management system for
a Global Tier I retail E-commerce giant. Our new
Smart planning component of this engine will
enable teams to optimize their planning eorts by
40% and significantly reduce design debt through
a templatized approach. The engine continues to
get great feedback from technologists, analysts
and key thought leaders - Asian Consumer
Engagement Forum recognised us as a Gold
award winner for ‘The Best Use of AI in Software
Delivery’, keynotes on the ‘Future of Delivery’
at CAST conference in Paris and ‘The Power of
AI’ representation at the AWS Summit in India.
The engine is live with more than 75+ capability
& upskilling partners on-boarded, close to 200
reusable portfolios available and 100+ projects
already on boarded in the engine.
MAKERS LABS
Makers Lab took a significant leap during this
year on initiatives to proliferate Innovation,
Research and collaboration among our four key
stakeholders: Associates, Partners, Customers
and Society. To bolster a culture of innovation,
we embarked on floor-walks across Tech M
locations, conducted 40+ Ideation contests
through our in-house IRIS platform that manages
the Innovation life-cycle for us and our customers.
We have further accelerated on our collaboration
with universities and Academia. Joint research
initiatives kicked o globally with University of
Sydney (Students interned with us at our Pune
Lab) JNEC College (Aurangabad, Maharashtra),
University of Salford (UK), RMIT Melbourne,
IIT Madras exploring engagement in specific
use cases in Quantum Computing and other
emerging technology areas . Makers Lab had also
been actively contributing to COVID solutions
– Solutions on Entellio (our enterprise grade
Conversational AI platform), Stressbusters cum
informative and gamified crossword and fight
booster, SoS Seva application to identify needs of
vulnerable sections of society for supporting them
and ePass solutions for pass distribution during
curfew period etc. On research front, Makers Lab
built a protein structure of various viruses (easy
reference guide to kick start vaccination trials)
and SIER based disease prediction model. This
is further being extended to therapeutic drug
research and predictive virulence. We enabled
the organization to retain 100% percentile score
in Innovation management sector this year too in
the Dow Jones Sustainability Index under both
the DJSI World category and the DJSI Emerging
Markets 2019. Tech Mahindra won the IBC Award
2019 for developing a bias, claims check and
violence detection system (developed at Makers
Lab) to enable regulatory compliance.
Annual Report 2019-20 93
Statutory Reports
CYBER SECURITY
Cyber Security and Compliance management
continued to be top Board topics and this requires
a continuous assurance of the risk posture of an
enterprise. Defining the strategic roadmap on
Cybersecurity investments and building proactive
threat management capability are expectations
of customers from their service providers. The
new threat emerging is to protect the data,
with Internet of Everything (IoE) becoming the
new normal. IT & OT (Operations Technology)
convergence has become another reality after
several years of silo-ed existence. The threat on
OT is a new way for nation-state attacks on critical
infrastructure and the manufacturing economy.
We have built multiple Platforms (SaaS model) to
address all these latest cyber security challenges
faced by enterprises. Key oerings include
Remote Secure Access Platforms, Data Protection
platforms and solutions, OT solutions for Industry
4.0 needs, Advanced Threat Management by
building intelligent SOC (iSOC) for enterprises,
using AI Based Cyber Protection Techniques, 5G
and IoT Mobile threat management as a Service,
Cloud/ Container/Micro-services security as a
Service, Digital identities-as-a-Service and Multi-
factor Authentication Techniques & DevSecOps.
Our Consulting led services supported by 800+
strong Cyber security specialists had helped us
build a trusted Advisor image with our customers.
(iii) The expenditure incurred on research and
development – ` 221 million.
C FOREIGN EXCHANGE EARNINGS AND
OUTGO
` in Million
EARNINGS IN FOREIGN CURRENCY ,
Foreign Exchange Outgo ,
Place: Mumbai
Date: 30 April, 2020
For and on behalf of the Board
Anand G. Mahindra
Chairman
(DIN: 0000004695)
94
ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 201920
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.
Tech Mahindra Limited (TML) is a leading provider of solutions and services in the Information, Communications
& Technology industry. The CSR vision of TML is Empowerment through Education. All social investments of
the company are accordingly aligned to the attainment of this overall vision.
The TML has established Tech Mahindra Foundation (TMF) in 2006 and Mahindra Educational Institutions
(MEI) in 2013; under Section 25 of Companies Act 1956 (referred to as a Section 8 Company under
Companies Act 2013) of dedicated professionals to carry out its CSR activities. The TMF has been focusing
on implementation projects related to education and employability while MEI implements higher education
projects. A brief profile of the projects undertaken by TMF and MEI are given below.
Projects Description
Tech Mahindra Foundation: Promoted quality Education and Employability for vulnerable sections
of society through vibrant and innovative partnerships with the government, NGO’s, CBO’s and other
organisations across eleven major cities of India.
School Education: Projects are aimed to improve the quality of school education, teacher training through
infrastructure improvement, capacity building of all stakeholders and supplementary education.
ARISE All Round Improvement in Special Education
ARISE+ ARISE for children with disabilities
Shikshaantar Training/Capacity building of Government School
Teachers
Employability: Projects supported the Government of India’s larger vision of skill development of youth
through developing their market-oriented skills and linking them to potential employers. These projects
seeks to benefit school drop-outs, people with disabilities and those unable to go into higher education,
with specific focus on women and people with disabilities.
The Projects strive to address to gap between the skilling sector and the industry requirement by bringing
in renowned industry from the service, technical and manufacturing sector as knowledge partners.
A placement rate of 75% is achieved annually.
SMART Skills-for-Market Training Centres
SMART+ SMART Centres for youth with disability
SMART-T SMART Centres with Technical trades
SMART Academy Sector specific ‘state of art’ training institutes
Public Health: The Foundation has supported a project called ‘Last Mile Connect’ as part of which a Public
Cycle intervention in Delhi is supported on an end-to-end basis. In addition, the Foundation has also
supported towards COVID-19
Mahindra Educational Institutions: Established institutions of higher education, promoted research and
development and collaborated with other renowned institutions to contribute towards the goal of high
quality technical education systems in India.
Technical Education: The Mahindra École Centrale (MEC) project provided high quality technical education
in engineering and computer technology for the students.
ANNEXURE X
Annual Report 2019-20 95
Statutory Reports
MEC is an international quality, technology school with assured career progression for engineering aspirants.
It focuses on multi-disciplinary knowledge, personality development, and critical-creative thinking. MEC
College of Engineering, heralds the Rise of the New Engineer in India.
A copy of Tech Mahindra’s CSR Vision and Policy Document is available online at:
https://www.techmahindra.com/CSR_Policy.pdf
2. COMPOSITION OF THE CSR COMMITTEE.
The Corporate Social Responsibility (CSR) Committee of the Company is composed of the following:
Mr. C. P. Gurnani, Chairman
Ms. M. Rajyalakshmi Rao, Member
Mr. V. S. Parthasarathy, Member
Mr. Haigreve Khaitan, Member
Ms. Mukti Khaire, Member
3. AVERAGE NET PROFIT OF THE COMPANY FOR THE LAST THREE FINANCIAL YEARS.
FY 2016-17 ` 3,878.7 Crores
FY 2017-18 ` 4,906.5 Crores
FY 2018-19 ` 5,427.3 Crores
The average net profit before tax ` 4,737.50 Crores
4. PRESCRIBED CSR EXPENDITURE TWO PER CENT OF THE AMOUNT AS IN ITEM 3
ABOVE.
` 94.75 Crores (i.e. 2% of ` 4,737.50 Crores)
5. DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR
(a) Total amount to be spent for the financial year 2019-20: ` 94.75 Crores
(b) Amount unspent, if any: Nil
(c) Manner in which the amount was spent during the financial year is detailed below:
96
() () () () () () () ()
# CSR Project
or activity
identified
Sector in which the
project is covered
Projects or programs:
(1) Local area or
other
(2) Specify the
State and district
where projects
or programs was
undertaken
Amount
outlay
(budget)
project or
programs-
wise
Amount
spent on the
projects or
programs
Sub-heads:
(1) Direct
expenditure
on projects
or programs
(2) Overheads
Cumulative
expenditure
up to the
reporting
period
Amount spent
Direct or
through
implementing
agency
Programme Budget
( ` Cr)
Spent
(Unspent)
Spent
(Unspent)
Employability Schedule VII,
Item (promoting
education, including
special education
and employment
enhancing vocation
skills especially
among children,
women, elderly,
and the dierently
abled and livelihood
enhancement
projects)
- SMART . . (.) % amount
spent through
implementing
agencies, except
for two projects:
- SMART
Academy
(Location:- Delhi,
Mohali, Mumbai,
Hyderabad
Vizag)
- SMART+ . . (.)
- SMART T . . (.)
- SMART Academy . . (.)
() Delhi, Chandigarh
Telangana,
Andhra, Karnataka,
Tamilnadu, West
Bengal, Odisha,
Maharashtra
.
(total)
. (.)
- Programme
Administration (like
Communication,
Volunteering,
Training, Consultancy
etc)
. . .
.
(grand
total)
.
School
Education
Same as () - ARISE . . (.) % amount
spent through
implementing
agencies, except
for two projects:
(a) Thane
Municipal
Corporation
Special Project
(Eng Trng)-
Shikshaantar
(b) In-Service
Teacher
Education
Institute-
Shikshaantar
- ARISE+ . . (.)
- Shikshaantar . . (.)
() Delhi, Telangana,
Andhra, Karnataka,
Tamilnadu, West
Bengal, Odisha,
Maharashtra
.
(total)
. (.)
- Programme
Administration (like
Communication,
Volunteering,
Training, Consultancy
etc.)
. . .
.
(grand
total)
Project/
programme
expenses only.
No overheads.
.
Technical
Education
Same as () - Mahindra Ecole
Centrale (MEC)
. . (.) . (.) % amount
spent directly on
programmes
Project/
programme
expenses only.
No overheads.
Health - Health . . (.) . (.) % amount
spent through
implementing
agencies,
- Cycle Project . . (.) . (.)
-COVID- . (.) . (.)
- PM CARES Fund . (.) . (.)
. (grand
total)
.
Annual Report 2019-20
97
Statutory Reports
() () () () () () () ()
# CSR Project
or activity
identified
Sector in which the
project is covered
Projects or programs:
(1) Local area or
other
(2) Specify the
State and district
where projects
or programs was
undertaken
Amount
outlay
(budget)
project or
programs-
wise
Amount
spent on the
projects or
programs
Sub-heads:
(1) Direct
expenditure
on projects
or programs
(2) Overheads
Cumulative
expenditure
up to the
reporting
period
Amount spent
Direct or
through
implementing
agency
Programme Budget
( ` Cr)
Spent
(Unspent)
Spent
(Unspent)
Education Same as () K.C.Mahindra
Education Trust
. . (NA) . (NA) % amount
spent through
K.C.Mahindra
Education Trust
( ` Cr) Spent
(Unspent)
Spent
(Unspent)
Three activities, through nine programmes, across cities,
delivered by three agencies - Tech Mahindra Foundation
(TMF), Mahindra Educational Institutions (MEI)
K.C.Mahindra Education Trust and PM CARES Fund.
. (TMF) . (.) . (.)
. (MEI) . (.) . (.)
. (NA) . (NA)
. (.) . (.)
.
(total)
. .
Note:
(1) The prescribed CSR expenditure for Tech Mahindra for the financial year 2019-20 was ` 94.75 Crores (i.e. 2%
of ` 4,737.50 Crores).
(2) Tech Mahindra operated with a budget of ` 94.75 Crores, and spent ` 98.11 Crores over the financial year,
through three agencies – Tech Mahindra Foundation (TMF) and Mahindra Educational Institutions (MEI) and
K.C.Mahindra Education Trust – A/c Nanhi Kali and also Contributed ` 20 Crores to PM CARES Fund for
COVID-19 Pandemic.
(3) Against the mandated spend of ` 94.75 Crores, Tech Mahindra spent ` 118.11 Crores which is 24.7% more than
the prescribed 2%.
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 THE
BOARD REPORT.
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.
For Tech Mahindra Limited, Corporate Social Responsibility means responsible business practices through the
involvement of all stakeholders in the decision making process and in operations. It entails having business
policies that are ethical, equitable, environmentally conscious, gender sensitive, and sensitive towards the
dierently abled.
We have adequate systems and tools in place that go beyond regulatory requirement. In collaboration with
our community, we analyze the potential impacts of our operations before setting up any new project and
during any expansion of existing projects, so as to address the concerns of the community. At the end of
98
a project, the implementing partner submits a report pertaining to the impact of the program, specifically
highlighting the project milestones achieved and the quantitative and qualitative benefits generated. The
project is also evaluated on milestones achieved by the CSR Committee formulated by TML. Independent
Third Party Assessments are also conducted for major CSR initiatives of TML at regular intervals.
The CSR committee certifies that the implementation and monitoring of projects and programmes as per CSR
Policy are in compliance with CSR objectives and policy of the company.
Mr. C. P. Gurnani
Managing Director & CEO
Mr. C. P. Gurnani
Chairman – CSR Committee
For and on behalf of the Board
Anand G. Mahindra
Chairman
(DIN : 0000004695)
Place: Mumbai
Date: April 30, 2020
Annual Report 2019-20 99
Statutory Reports
I. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
Tech Mahindra’s philosophy on Corporate Governance is embedded in its rich legacy of ethical governance
practices, most of which were implemented before they were mandatorily prescribed. Your Company believes
that Corporate Governance is a set of guidelines to help fulfil its responsibilities to all its stakeholders. It is
a reflection of the Company’s culture, policies, relationship with stakeholders, commitment to values and
ethical business conduct. In the same spirit, timely and accurate disclosure of information regarding the
financial position, performance, ownership and governance of the Company is an important part of your
Company’s corporate governance.
II. BOARD OF DIRECTORS:
Your Company has a balanced mix of eminent executive, non-executive and independent directors on
the Board. The Board consists of 6 Independent Directors including 3 Woman Directors, 3 Non-Executive
Directors and 1 Executive Director. The Chairman is a Non-Executive Director.
During the year 2019-20, five meetings of the Board of Directors were held on May 21, 2019, July 30 &
July 31, 2019, November 5, 2019, January 30 & 31, 2020 and February 24, 2020.
a) The names and categories of the Directors on the Board, their attendance at the Board and the Annual
General Meeting held during the year and the number of Directorships and Committee Chairmanship /
Memberships held by them in other companies and Directorship in other listed entities as on March 31, 2020
are given below:
Sr.
No.
Name Category No. of
Board
meetings
attended
Attendance
at the AGM
held on
July 31,
2019
Directorship
in other
public
Companies
1
No. of Committee
positions held in other
public Companies
2
Directorship in other
listed entities (Category of
Directorship)
As
Chairman
As
Member
7
. Mr. Anand G.
Mahindra
Non-Executive
Chairman
Yes . Mahindra & Mahindra
Limited
(Promoter – Executive
Chairman)
. Mr. Anupam
Puri
Independent
Director
Yes . Dr. Reddy’s Laboratories
Limited
(Independent Director)
. Mahindra and Mahindra
Limited
(Independent Director)
. Mr. C. P.
Gurnani
Managing
Director
Ye s -
. Mr. M.
Damodaran
Independent
Director
Yes . Hero MotoCorp Ltd
(Independent Director)
. Larsen and Toubro
Limited
(Independent Director)
. Crisil Limited
(Independent Director)
. Biocon Limited
(Independent Director)
. InterGlobe Aviation
Limited
(Independent Director &
Chairman of the Board)
CORPORATE GOVERNANCE REPORT
100
Sr.
No.
Name Category No. of
Board
meetings
attended
Attendance
at the AGM
held on
July 31,
2019
Directorship
in other
public
Companies
1
No. of Committee
positions held in other
public Companies
2
Directorship in other
listed entities (Category of
Directorship)
As
Chairman
As
Member
7
. Ms. M.
Rajyalakshmi
Rao
Independent
Director
Ye s -
. Mr. Ravindra
Kulkarni
Independent
Director
Yes . Mahindra & Mahindra
Limited
(Independent Director)
. Elantas Beck India
Limited
(Independent Director)
. Entertainment Network
(India) Limited
(Independent Director)
. Chowgule Steamships
Limited
(Independent Director)
. Mr. T. N.
Manoharan
Independent
Director
Yes . Canara Bank
(Non-Executive
Chairman)
. Mahindra & Mahindra
Limited
(Independent Director)
. Mr. Ulhas N.
Yargop
Non-Executive
Director
Yes -
. Mr. V. S.
Parthasarathy
Non-Executive
Director
Ye s . Mahindra Holidays &
Resorts India Limited
(Non-Executive Director)
. Mahindra & Mahindra
Financial Services
Limited
(Non-Executive Director)
. Ms. Mukti
Khaire
Independent
Director
Yes - -
. Ms. Shikha
Sharma
Independent
Director
No . Tata Consumer Products
Limited
(Independent Director)
. Ambuja Cements
Limited (Independent
Director)
. Dr. Reddy’s Laboratories
Ltd
(Independent Director)
. Mahindra & Mahindra
Limited
(Independent Director)
Annual Report 2019-20 101
Statutory Reports
Sr.
No.
Name Category No. of
Board
meetings
attended
Attendance
at the AGM
held on
July 31,
2019
Directorship
in other
public
Companies
1
No. of Committee
positions held in other
public Companies
2
Directorship in other
listed entities (Category of
Directorship)
As
Chairman
As
Member
7
. Mr. Haigreve
Khaitan
Independent
Director
No . Torrent Pharmaceuticals
Ltd
(Independent Director)
. CEAT Limited
(Independent Director)
. JSW Steel Limited
(Independent Director)
. Inox Leisure Limited
(Independent Director)
. Mahindra & Mahindra
Limited
(Independent Director)
. Borosil Renewables
Limited
(Independent Director)
. Dr. Anish
Shah
Non- Executive
Director
No . Mahindra and Mahindra
Financial Services
Limited
(Non-Executive Director)
. Mahindra Lifespace
Developers Limited
(Non-Executive Director)
Does not include private companies, foreign companies and companies established under Section of the
Companies Act, .
Represents Audit Committee and Stakeholders Relationship Committee in public companies, excluding that of Tech
Mahindra Limited.
One meeting attended through Video Conference /Tele conference.
Ceased as Directors w.e.f. close of business hours of July ,
Appointed/Re-appointed as Independent Directors w.e.f. August ,
Appointed as Director w.e.f. September , .
Membership includes Chairmanship position.
The directors of the Company are not inter-se related.
Details of Director proposed for appointment at the ensuing Annual General Meeting is provided in Notice
Convening Annual General Meeting.
b) Number of shares and convertible instruments held by Non-Executive Directors:
The details of the equity shares of the Company held as at March 31, 2020 by the Non-Executive Directors
are given below:
Name of the Director No. of Equity Shares
Mr. Anand G. Mahindra
1,88,552
Mr. M. Damodaran
73,675
Ms. M. Rajyalakshmi Rao
2,000
Mr. T. N. Manoharan
29,387
Mr. V. S. Parthasarathy
-
Ms. Mukti Khaire
-
Ms. Shikha Sharma
-
Mr. Haigreve Khaitan
-
Dr. Anish Shah
-
None of the Non-Executive Directors hold any Stock Options as on March 31, 2020.
102
c) The Board has identified the following skills/expertise/competencies fundamental for the eective functioning
of the Company which are currently available with the Board:
Global Business Understanding of diverse business environment, global dynamics across various
geographical markets, industry verticals and regulatory jurisdictions.
Financial
Management
Financial Management, capital allocation, resource utilization and assessing
economic conditions.
Strategy and
Planning,
Technology
Evaluate long term trends, strategic choices and experience in guiding and leading
management teams to make decisions in uncertain environments. Anticipating
technological trends, create new business models.
Governance Experience in developing governance practices, serving the best interests of all
stakeholders, maintaining board and management accountability, building long-
term eective stakeholder engagements and driving corporate ethics and values.
Leadership Leadership experience for understanding the needs of the organization, risk
management systems and succession planning for the organization.
The table below expresses the specific areas of focus or expertise of individual Board members. However,
absence of a tick mark does not necessarily mean the member does not possess the corresponding skills/
expertise.
Name of director Global
business
Financial
Management
Strategy and
Planning, Technology
Governance Leadership
Mr. Anand G. Mahindra
√ √ √ √ √
Mr. C. P. Gurnani
√ √ √ √ √
Mr. M. Damodaran
√ √ √ √
Ms. M. Rajyalakshmi Rao
√ √ √
Mr. T. N. Manoharan
√ √ √ √ √
Mr. V. S. Parthasarathy
√ √ √ √ √
Ms. Mukti Khaire
√ √ √
Ms. Shikha Sharma
√ √ √ √ √
Mr. Haigreve Khaitan
√ √ √ √
Dr. Anish Shah
√ √ √ √ √
INDEPENDENT DIRECTORS:
Based on the declarations received from the Independent Directors, the Board of Directors has confirmed
that they meet the criteria of Independence as mandated by Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and that they are independent of the management. None of the Independent Directors of
the Company are serving as an independent director in more than seven listed companies. Independent
Directors meet every quarter, exclusively without the presence of management team. During the year
2019-20, Mr. T. N. Manoharan and Ms. Rajyalakshmi Rao were re-appointed as Independent Directors for a
period of five years w.e.f August 1, 2019. Mr. M. Damodaran was re-appointed as Independent Director for
a period till March 31, 2022 as he would attain age of 75 years. Ms. Mukti Khaire, Ms. Shikha Sharma and
Mr. Haigreve Khaitan were appointed as Independent Directors for a term of five years with eect from
August 1, 2019.
The details of the familiarization programmes imparted to the Independent Directors are available on
the website of the Company www.techmahindra.com and can be accessed at the web-link: https://www.
techmahindra.com/tml-familarisation-progarmmes-for-IDs.pdf
Annual Report 2019-20 103
Statutory Reports
III. COMMITTEES OF THE BOARD:
The Board has constituted various committees with specific terms of reference and scope. The details of the
committees constituted by the Board are given below:
A AUDIT COMMITTEE:
The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the
Companies Act, 2013, read with Regulation 18 of the SEBI Listing Regulations. Mr. T. N. Manoharan,
Independent Director is the Chairman of the Committee, Mr. M. Damodaran, Ms. Shikha Sharma and
Mr. V. S. Parthasarathy are the other members of the Committee. Mr. Anupam Puri and Mr. Ulhas N. Yargop
ceased to be members of the Audit Committee w.e.f. close of business hours of July 31, 2019.
The terms of reference to the Audit Committee inter alia includes:
• Oversight of the Company’s nancial reporting process and the disclosure of its nancial
information to ensure that the financial statements are correct, sucient and credible;
• Reviewandmonitorthe auditor’sindependenceand performance,andeectiveness ofaudit
process;
• ApprovalorpreapprovaloranysubsequentmodicationoftransactionsoftheCompanywith
related parties except the transactions with a wholly owned subsidiary whose accounts are
consolidated with the Company and placed before the shareholders at the General Meeting for
approval;
• Evaluationofinternalnancialcontrolsandriskmanagementsystems;
• Reviewing,withthemanagement,performanceofstatutoryandinternalauditors,adequacyof
the internal control systems;
• Statementofsignicantrelatedpartytransactionsanddisclosureofrelatedpartytransactions;
• ToreviewthefunctioningoftheWhistleBlowermechanism.
The composition of the Audit Committee, meetings held and attendance of the members are given
below:
There were five meetings held on May 20, 2019, July 30, 2019, November 4, 2019, January 30, 2020
and February 24, 2020 during the Financial Year 2019-20.
Name Category Number of Audit Committee
meetings attended
Mr. T. N. Manoharan
Chairman, Independent Director 5
Mr. Anupam Puri*
Independent Director 2
Mr. M. Damodaran
Independent Director 4
Mr. Ulhas N. Yargop*
Non-Executive Director 1
Ms. Shikha Sharma**
Independent Director 3
Mr. V. S. Parthasarathy**
Non-Executive Director 3
* Ceased to be Committee Members w.e.f. close of business hours of July ,
** Appointed as Committee Members w.e.f. August ,
The Company Secretary acts as the Secretary to the Audit Committee.
The Managing Director & CEO, Chief Financial Ocer, the Statutory Auditors and the Internal Auditors
are the invitees to the meetings of the Audit Committee. The Chief Internal Auditor reports to the Audit
Committee Chairman.
104
The Audit Committee holds discussion with statutory auditors without the presence of management at
its quarterly meetings.
Mr. T. N. Manoharan, the Chairman of the Audit Committee, was present at the Annual General Meeting
of the Company held on July 31, 2019.
B NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Board of Directors meets the criteria laid
down under Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing
Regulations. Mr. T. N. Manoharan, Independent Director is the Chairman of the Committee, Ms. Mukti
Khaire, Ms. Shikha Sharma and Mr. V. S. Parthasarathy are the other members of the Committee.
Mr. Ravindra Kulkarni, Chairman of the Committee and Mr. Anupam Puri and Mr. Ulhas Yargop ceased
to be members of the Committee w.e.f. close of business hours of July 31, 2019.
The terms of reference to the Nomination & Remuneration Committee are as given below:
• Formulationofthecriteriafordeterminingqualications,positiveattributesandindependence
of a director and recommend to the Board a policy, relating to the remuneration of the directors,
key managerial personnel and other employees;
• Formulation ofcriteriafor evaluationofIndependent Directors, CommitteesofBoard and the
Board;
• DevisingapolicyonBoarddiversity;
• Identifyingpersonswhoarequaliedtobecomedirectorsandwhomaybeappointedinsenior
management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal;
• TheCommitteewilldevelopandreviewinductionproceduresfornewappointeestotheBoard
to enable them to become aware of and understand the Company’s policies and procedures and
to eectively discharge their duties;
• Recommending whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent directors;
• Recommendingtotheboard,allremunerationpayabletoseniormanagement.
The composition of the Nomination & Remuneration Committee and particulars of meetings attended
by the members are given below:
There were four meetings held on May 21, 2019, July 31, 2019, November 4, 2019 and January 30, 2020
during the Financial Year 2019-20.
Name Category Number of Nomination &
Remuneration Committee
meetings attended
Mr. Ravindra Kulkarni*
Chairman, Independent Director 2
Mr. Anupam Puri*
Independent Director 2
Mr. Ulhas N. Yargop*
Non-Executive Director 2
Mr. T. N. Manoharan**
Chairman, Independent Director 2
Ms. Mukti Khaire**
Independent Director 2
Ms. Shikha Sharma **
Independent Director 2
Mr. V. S. Parthasarathy
Non-Executive Director 2
* Ceased to be Committee Members w.e.f. close of business hours of July ,
** Appointed as Committee Members w.e.f. August ,
Annual Report 2019-20 105
Statutory Reports
The Company Secretary acts as the Secretary to the Committee.
The Managing Director & CEO, Chief People Ocer and Chief Financial Ocer are the invitees to the
meetings of the Committee.
Performance Evaluation Criteria for Independent Directors:
The key areas of evaluation of individual directors, including Independent Directors are Knowledge of
business, Diligence and preparedness, Eective interaction with others, Constructive contribution to
discussion and strategy, Concern for stakeholders, attentive to the internal controls mechanism and
ethical conduct issues.
Remuneration of Directors:
The details of remuneration paid to the Directors are given in Form MGT–9 forming part of the Directors
Report.
The Governance Policies of the Company contains inter-alia policy on Remuneration to Directors.
The Non-Executive Directors are paid remuneration as recommended by the Nomination &
Remuneration Committee considering the performance of the Company, the current trends in the
industry, the director’s participation in Board and Committee meetings during the year and such other
responsibilities associated with their respective position.
The remuneration to Executive Director includes fixed salary and variable compensation as commission
as determined by the Nomination & Remuneration Committee based on achieving of various parameters
set out in the agreed annual goals.
The stock option amount included in the remuneration of Directors as given in Form MGT-9 represents
the perquisite value of the options exercised during the Financial Year 2019-20.
C STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee (SRC) of the Board of Directors meets the criteria laid down
under Section 178 of the Companies Act, 2013, read with Regulation 20 of the SEBI Listing Regulations.
Mr. M. Damodaran, Independent Director is the Chairman of the Committee, Mr. C. P. Gurnani,
Mr. V. S. Parthasarathy, Ms. Mukti Khaire, Mr. Haigreve Khaitan and Ms. Rajyalakshmi Rao are the other
members of the Committee. Mr. Ulhas N. Yargop and Mr. Ravindra Kulkarni ceased to be members of
the Committee w.e.f. close of business hours of July 31, 2019. There were three meetings held on May
20, 2019, November 5, 2019 and January 31, 2020 during the Financial Year 2019-20.
Name Category Number of Stakeholders
Relationship Committee
meetings attended
Mr. M. Damodaran
Chairman, Independent Director 3
Mr. C.P. Gurnani
Managing Director & CEO 3
Mr. Ravindra Kulkarni *
Independent Director 1
Mr. Ulhas N. Yargop*
Non-Executive Director 1
Mr. V. S. Parthasarathy
Non-Executive Director 3
Ms. Mukti Khaire**
Independent Director 2
Mr. Haigreve Khaitan**
Independent Director 2
Ms. Rajyalakshmi Rao**
Independent Director 2
* Ceased to be Committee Members w.e.f close of business hours of July ,
** Appointed as Committee Members w.e.f. August ,
The Company Secretary acts as the Secretary to the Committee.
106
The terms of reference to the Stakeholders Relationship Committee consists inter-alia the following:
• Look into redressing the grievances and complaints of the holders of Company’s securities,
including complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.;
• MonitorandreviewtheperformanceandservicestandardsoftheRegistrarandShareTransfer
Agents (“RTA”) of the Company and provide continuous guidance to improve the service levels
for investors;
• Formulate policies and procedures in line with the statutory and regulatory requirements to
ensure speedy disposal of various requests received from security holders/other stakeholders
from time to time;
• Review Company’s obligation towards meeting environment, health and safety obligations
towards all stakeholders;
• Review the complaints/queries received from other stakeholders such as vendors, suppliers,
service providers, customers etc.;
• Reviewreportsonemployee,vendorandcustomersatisfactionsurveys;
• ConsultothercommitteesoftheBoardwhiledischargingitsresponsibilities;
• Obtain professional advice and assistance from Company’s external legal advisors and
accountants and also internal resources;
• Oversee the Investor relations function in the Company and suggest appropriate means to
strengthen Investor relations of the Company;
• Reviewmeasurestakenforeectiveexerciseofvotingrightsbyshareholders;
• ReviewmeasuresandinitiativestakenbytheCompanyforreducingthequantumofunclaimed
dividends and ensuring timely receipt of dividend warrant / annual reports and statutory notices
by the shareholders of the Company.
The status of shareholder complaints received and resolved during the financial year 2019-20 is as
under:
Pending Complaints as on
April 1, 2019
Complaints received
during the year
Complaints disposed
during the year
Complaints pending as on
March 31, 2020
Name and Designation of the Compliance Ocer:
Anil Khatri, Company Secretary & Compliance Ocer.
D CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee (CSR) of the Board of Directors meets the criteria
laid down under Section 135 of the Companies Act, 2013 and Rules made therein. Mr. C. P. Gurnani,
Managing Director & CEO is the Chairman of the Committee. Ms. M. Rajyalakshmi Rao, Ms. Mukti
Khaire, Mr. Haigreve Khaitan and Mr. V. S. Parthasarathy are the other members of the Committee.
Mr. Ulhas N. Yargop ceased to be member of the CSR Committee w.e.f. close of business hours of July
31, 2019. There were two meetings held on May 20, 2019 and November 4, 2019.
Annual Report 2019-20 107
Statutory Reports
Name Category Number of Corporate Social
Responsibility Committee
meetings attended
Mr. C.P. Gurnani
Managing Director & CEO 2
Ms. M. Rajyalakshmi Rao
Independent Director 2
Mr. Ulhas N. Yargop*
Non-Executive Director 1
Ms. Mukti Khaire**
Independent Director 1
Mr. V. S. Parthasarathy**
Non-Executive Director -
Mr. Haigreve Khaitan**
Independent Director 1
* Ceased to be Committee Members w.e.f. close of business hours of July ,
** Appointed as Committee Members w.e.f. August ,
The Company Secretary acts as the Secretary to the Committee.
The Chief Financial Ocer of the Company and Chief Executive Ocer of Tech Mahindra Foundation
are the permanent invitees to the Committee meeting.
Terms of reference of the CSR Committee are:
• FormulateandrecommendtotheBoard,aCSRpolicyindicatingtheactivitiesfromthespecied
list of activities in Schedule VII of the Act;
• Recommendtheamountofexpendituretobeincurredforthechosenactivities;
• MonitortheCSRPolicyandactivitiesfromtimetotime;
• ReviewSustainabilityinitiativesofthecompanyandprovideguidanceonaspectsofsustainability
policies and programs including environmental sustainability, climate change and responsible
sourcing;
• Tocarryonsuchtasksandactivityasmaybeassignedbytheboardofdirectorsfromtimeto
time.
E RISK MANAGEMENT COMMITTEE:
The Risk Management Committee meets the criteria of Regulation 21 of SEBI Listing Regulations. The
Board approved a detailed framework on Risk Management which inter alia covers the roles and
responsibilities of the Risk Management Committee and delegated the monitoring and reviewing of the
risk management plan to the Committee. The Committee periodically reviews enterprise risks including
Business, M&A related, Treasury, Forex and Currency risk, Information Security, Cyber Security risk,
Climate Change risks, Directors and Ocers Liability risks.
Ms. Shikha Sharma, Independent Director, is the Chairperson of the Committee with eect from
February 11, 2020. Mr. T. N. Manoharan was the Chairman of the Committee upto February 10, 2020.
Mr. M. Damodaran, Ms. Mukti Khaire, Dr. Anish Shah and Mr. V. S. Parthasarathy are the other Members
of the Committee. The Company Secretary acts as the Secretary to the Committee. Mr. Sunil Sanger
has been appointed as Chief Risk Ocer of the Company. The Managing Director & CEO and Chief
Financial Ocer are the invitees to the meetings of the Committee. There were four meetings held on
May 20, 2019, July 30, 2019, November 4, 2019 and January 30, 2020.
108
Name Category Number of Risk
Management Committee
meetings attended
Mr. T. N. Manoharan#
Chairman, Independent Director 4
Mr. Anupam Puri*
Independent Director 2
Mr. M. Damodaran
Independent Director 3
Mr. Ulhas N. Yargop*
Non-Executive Director 1
Ms. Shikha Sharma**
Chairperson-Independent Director 2
Ms. Mukti Khaire**
Independent Director 2
Dr. Anish Shah***
Non-Executive Director 2
Mr. V. S. Parthasarathy**
Non-Executive Director 2
* Ceased to be Committee Members w.e.f. close of business hours of July ,
** Appointed as Committee Members w.e.f. August ,
*** Appointed as Committee Member w.e.f. September ,
# Chairman upto February ,
F INVESTMENT COMMITTEE:
The Board of Directors constituted the Investment Committee of the Board at its meeting held on
September 9, 2014. The terms of reference to the Investment Committee primarily includes consideration
and approval of investment proposals, approving loans and Corporate Guarantees within the limits
delegated by the Board of Directors in compliance with the provisions of the Companies Act, 2013.
Ms. Shikha Sharma, Independent Director, is the Chairperson of the Committee. Mr. C. P. Gurnani,
Mr. V. S. Parthasarathy, Dr. Anish Shah, Mr. Haigreve Khaitan and Ms. Mukti Khaire are the other
Members of the Committee. Ms. Shikha Sharma, Ms. Mukti Khaire were appointed as members
w.e.f. August 1, 2019. Mr. Haigreve Khaitan was appointed as member w.e.f. November 5, 2019 and
Dr. Anish Shah was appointed as member w.e.f. September 10, 2019 Mr. Ravindra Kulkarni,
Mr. Anupam Puri and Mr. Ulhas Yargop ceased to be a members of the Committee post their retirement
from close of business hours of July 31, 2019. The Company Secretary acts as the Secretary to the
Committee. The Chief Financial Ocer is the invitee to the meetings of the Committee. The Committee
met on January 30, 2020 which was chaired by Ms. Shikha Sharma and attended by Mr. C. P. Gurnani,
Mr. V. S. Parthasarathy, Dr. Anish Shah, Mr. Haigreve Khaitan and Ms. Mukti Khaire.
G SECURITIES ALLOTMENT COMMITTEE:
The Committee was formed to enable allotment of shares upon exercise of options under ESOP
and allotment of securities as may be delegated by the Board of Directors from time to time for any
specific issues of securities. Mr. Haigreve Khaitan, Independent Director the Chairman of the Securities
Allotment Committee and Mr. V. S. Parthasarathy are the members of the Committee w.e.f August 1,
2019. Mr. C. P. Gurnani is the other Member of the Committee. Mr. Ravindra Kulkarni who was Chairman
of the Committee ceased to be Chairman and member of the Committee and Mr. Ulhas N. Yargop
member of the Committee ceased to be member w.e.f. close of business hours of July 31, 2019.
Annual Report 2019-20 109
Statutory Reports
IV. GENERAL BODY MEETINGS:
(i) The details of the last three Annual General Meetings of the Company and the Special Resolutions passed
thereat are as under:
Year Location of AGM Date Time Special Resolutions passed
Birla Matushri Sabhagar, ,
Marine Lines, Mumbai
.
August 1, 2017 3.00 p.m. None
Y. B. Chavan Auditorium,
General Jagannath Bhosle
Marg, Nariman Point, Mumbai
- .
July 31, 2018 3.30 p.m.
- Approval of Employee Stock Option Scheme
2018 for the benefit of Employees and
Directors of the Company.
- Approval of Employee Stock Option Scheme
2018 for the benefit of Employees and
Directors of the Subsidiary Company.
Y. B. Chavan Auditorium,
General Jagannath Bhosle
Marg, Nariman Point, Mumbai
- .
July 31, 2019 3.00 p.m.
- Re-appointment of Mr. M. Damodaran as
Independent Director w.e.f. 1st August, 2019
upto 31st March, 2022.
- Re-appointment of Mr. T. N. Manoharan as
Independent Director w.e.f. 1st August, 2019
for a term of 5 years.
- Re-appointment of Ms. M. Rajyalakshmi Rao
as Independent Director w.e.f. 1st August, 2019
for a term of 5 years.
(ii) Details of Special Resolutions passed through Postal Ballots during the year 2019-20: Nil
None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing
a Special Resolution conducted through Postal Ballot.
V. MEANS OF COMMUNICATION:
• The website of the Company www.techmahindra.com acts as the primary source of information
regarding the operations of the Company.
The quarterly, half-yearly and annual results of the Company are published in leading newspapers in
India viz. Business Standard, Economic Times, Maharashtra Times and Navshakti. The results are also
displayed on the Company’s website www.techmahindra.com. Press Releases made by the Company
from time to time and the presentations if any made to the institutional investors / analysts are also
displayed on the website. A Fact sheet providing a gist of the quarterly, half yearly and annual results
of the Company is displayed on the Company’s website. Further, the Financial Results, Press Releases
and various compliance reports / information in accordance with the provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as
amended from time to time are made available on the websites of the Stock Exchanges i.e. BSE Limited
(www.bseindia.com) and The National Stock Exchange of India Limited (www.nseindia.com).
• The Annual Report which includes inter alia, the Director’s Report, the report on Corporate Governance,
the Management Discussion and Analysis and the Business Responsibility Report, is the another
channel of communication to the Shareholders.
110
VI. GENERAL SHAREHOLDER INFORMATION:
1. ANNUAL GENERAL MEETING:
Date Tuesday, July 28, 2020
Time 3.30 P.M.
Venue Due to COVID-19 pandemic requiring social distancing to be followed and based on various
representations made, Ministry of Corporate Aairs is considering holding AGM through VC/
OAVM as it earlier permitted to hold EGM through VC/OAVM. In such scenario the meeting
will be held through VC/OAVM.
2. FINANCIAL YEAR: APRIL 01 TO MARCH 31.
Calendar for 2020-21:
Financial reporting for Tentative Board meeting schedule (subject to change)
Quarter ending June ,
Second fortnight of July 2020
Half year ending September ,
Second fortnight of October 2020
Quarter ending December ,
Second fortnight of January 2021
Year ending March ,
Second fortnight of April 2021
Annual General Meeting for the year ending March ,
Second fortnight of July 2021
3. BOOK CLOSURE / RECORD DATE:
July 25, 2020 to July 28, 2020 (both days inclusive) for the purpose of Annual General Meeting and payment
of dividend.
4. DATE OF DIVIDEND PAYMENT:
Date of payment of Dividend, if declared, would be on or before August 7, 2020.
5. LISTING ON STOCK EXCHANGES:
The Company’s equity shares are listed on The National Stock Exchange of India Limited (NSE), Exchange
Plaza, C-1, Block ‘G’, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 and BSE Limited (BSE), P. J.
Towers, Dalal Street, Mumbai – 400 001.
Listing Fee for Financial Year 2020-21 has been paid to NSE and BSE.
6. STOCK CODE:
National Stock Exchange of India Limited - TECHM
BSE Limited – 532755
7. INTERNATIONAL SECURITIES IDENTIFICATION NUMBER ISIN WITH DEPOSITORIES VIZ.
NSDL AND CDSL FOR THE COMPANY’S EQUITY SHARES:
INE669C01036
Annual Report 2019-20 111
Statutory Reports
8. MARKET PRICE DATA: High, Low during each month in last financial year is given below:
Month NSE BSE
High Low High Low
April -
838.00 767.25 839.00 767.05
May -
846.50 719.50 846.00 720.90
June -
770.75 691.65 770.00 692.05
July -
713.45 607.15 716.00 607.90
August -
700.70 618.40 700.00 618.60
September -
734.45 675.10 734.00 675.20
October -
764.80 692.55 764.50 692.80
November -
784.00 740.00 783.50 741.65
December -
794.00 732.30 793.90 732.50
January -
807.95 760.35 808.00 760.65
February -
845.90 732.05 845.70 733.05
March -
784.00 471.40 784.00 470.25
9. PERFORMANCE IN COMPARISON TO BROADBASED INDICES SUCH AS NSE NIFTY, BSE
SENSEX INDEX ETC.:
The performance of the Company’s shares relative to the NSE (NIFTY) Index is given in the chart below:
1,000
3,000
5,000
7,000
9,000
11,000
13,000
100
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
300
500
700
900
1,
100
1,300
TechM Adju
sted
Nifty
10. REGISTRAR AND TRANSFER AGENTS:
Share transfer, dividend payment and all other investor related matters are attended to and processed by our
Registrar and Transfer Agents, i.e. Link Intime India Private Limited having their oce at:
Link Intime India Private Limited
Block No. 202, 2nd Floor,
Akshay Complex, Near Ganesh Temple, O Dhole Patil Road,
Pune - 411 001, Maharashtra, India.
Tel No. +91 20 2616 0084, 2616 1629 Fax: +91 20 2616 3503
Contact Person: Mr. Umesh Sharma
Email address: [email protected]
11. SHARE TRANSFER SYSTEM:
The Company’s shares are covered under the compulsory dematerialization list and are transferable through
the depository system. Shares sent for transfer in physical form are registered and returned within a period
of fifteen days from the date of receipt of the documents, provided the documents are valid and complete in
all respects.
112
12. DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2020:
No. of Equity Shares held Shareholders Equity shares held
No. of
Shareholders
% to Total No. of shares % to Total
-
445,457 94.68 33,238,995 3.44
-
13,453 2.86 10,172,804 1.05
-
5,767 1.23 8,326,445 0.86
-
1,715 0.36 4,248,983 0.44
-
842 0.18 2,961,721 0.31
-
590 0.13 2,672,628 0.28
-
989 0.21 7,017,435 0.73
& above
1,676 0.36 897,213,353 92.89
Total
470,489 100 965,852,364 100
13. SHAREHOLDING PATTERN AS ON MARCH 31, 2020:
Category No. of shares held % to Total
Promoters Holdings
346,225,425 35.85
Public Share Holding:
Mutual Funds
81,047,311 8.40
Banks, Financial Institutions & others
1,769,778 0.18
Foreign Institutional Investors
1,13,443 0.001
Bodies Corporate
7,361,108 0.76
NRI/Foreign Nationals
8,385,570 0.87
Foreign Portfolio Investor (Corporate)
383,035,804 39.68
Indian Public & others
137,913,925 14.26
Total
965,852,364 100
14. DEMATERIALIZATION OF SHARES AND LIQUIDITY:
99.82% of the total equity share capital of the Company is held in a dematerialized form with National
Securities Depository Limited and Central Depository Services (India) Limited as on March 31, 2020. The
market lot is one share as the trading in equity shares of the Company is permitted only in dematerialized
form. The stock is highly liquid. The face value of share is `5/- per share.
15. OUTSTANDING GDRs / ADRs / WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION
DATE AND LIKELY IMPACT ON EQUITY:
As on March 31, 2020, the Company did not have any outstanding GDRs/ADRs/Warrants or any Convertible
instruments (excluding ESOPs).
16. PLANT LOCATIONS:
The Company being in software business, does not require manufacturing plant and has software development
centres in India and abroad. The addresses of the global development centres/ oces of the Company are
given elsewhere in the annual report.
17. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES:
While the Commodity price risk is not applicable to the Company, please refer to Risk table in the Management
and Discussion Analysis Report for the foreign exchange risk and hedging activities.
Annual Report 2019-20 113
Statutory Reports
18. ADDRESS FOR CORRESPONDENCE:
Shareholders may correspond with -
i. Registrar & Transfer Agents for all matters relating to transfer / dematerialization of shares, payment of
dividend, demat credits, etc. at:
Link Intime India Private Limited
Block No. 202, 2nd Floor, Akshay Complex,
Near Ganesh Temple, O Dhole Patil Road,
Pune - 411 001, Maharashtra, India.
Tel No. +91 20 2616 0084, 2616 1629
Fax: +91 20 2616 3503
Contact Person: Mr. Umesh Sharma
ii. Respective Depository Participants (DPs) for shares held in demat mode. Shareholders are requested
to take note that all queries in connection with change in their residential address, bank account details
etc. are to be sent to their respective DPs.
iii. For all investor related matters:
Mr. Anil Khatri
Company Secretary
Tech Mahindra Limited
Sharda Centre, O Karve Road,
Kothrud, Pune – 411 004
Maharashtra, India.
Tel No. +91 20 6601 8458
19. As the company has not issued any debt instruments or have any fixed deposit programme the Company
was not required to obtain credit ratings in respect of the same. The credit rating from CARE Ratings Limited
during the financial year 2019-20 for bank facilities are CARE AAA; Stable for Long term bank facilities and
CARE A1+ for the short term bank facilities. There has been no revision in the above rating.
20. DETAILS OF SHARES HELD IN DEMAT SUSPENSE ACCOUNT:
The disclosure under Schedule V (F) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is as under:
Sr.
No.
Particulars (in Numbers)
(i) Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the beginning of
the year
Shareholders ,, Shares of `/- each.
(ii) Number of shareholders who approached Company for
transfer of shares from suspense account during the year
Nil
(iii) Number of shareholders to whom shares were transferred
from suspense account during the year
Nil
(iv) Aggregate number of shareholders and the outstanding
shares in the suspense account lying at the end of the year
Shareholders ,, Shares of `/- each.
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
21. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF:
Dividends that are unclaimed for a period of seven years, are statutorily required to be transferred to Investor
Education and Protection Fund Authority (IEPF Authority) administered by the Central Government.
Further, pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, including amendments
114
thereto (‘IEPF Rules’) all shares on which dividend has not been paid or claimed for seven consecutive years
or more shall be transferred to IEPF Authority as notified by Ministry of Corporate Aairs. In accordance with
the aforesaid rules, the Company has sent notice to all Shareholders whose shares are due to be transferred
to the IEPF Authority and has also published newspaper advertisement.
The shareholders whose dividend is/will be transferred to the IEPF Authority can claim the same from IEPF
Authority by following the procedure as detailed on the website of IEPF Authority https:/iepf.gov.in/IEPFA/
Refund.html.
Members, who have not yet encashed their dividend warrant(s)/ fractional share payment, are requested
to make their claims without any delay to the Company’s Registrar and Transfer Agent, i.e. Link Intime India
Private Limited. Pursuant to the provisions of IEPF Rules, the Company has uploaded the details of unpaid
and unclaimed amounts lying with the Company as on July 31, 2019 (date of last Annual General Meeting) on
the website of the Company (www.techmahindra.com), as also on the website of the Ministry of Corporate
Aairs.
Calendar for transfer of unclaimed dividend to IEPF:
Financial Year Type of Dividend Date of Declaration Due for transfer to IEPF
-
Final Dividend September 26, 2013 November, 2020
-
Fractional share payment September 5, 2013 September, 2020
-
Final Dividend August 01, 2014 September, 2021
-
Final Dividend July 28, 2015 September, 2022
-
Final Dividend August 2, 2016 September, 2023
-
Final Dividend August 1, 2017 September, 2024
-
Final Dividend July 31,2018 September, 2025
-
Final Dividend July 31, 2019 September, 2026
-
Interim Dividend February 24, 2020 March, 2027
VII. DISCLOSURES:
i. There have been no materially significant related party transactions that may have potential conflict
with the interests of the Company at large.
ii. During the last three years, there were no instances of non-compliance by the Company and no penalty
or strictures were imposed on the Company by the Stock Exchanges or SEBI or any statutory authority,
on any matter related to the capital markets.
iii. The Company has laid down a Whistle Blower Policy, which includes Vigil Mechanism with detailed
process for raising concerns by any of the employees, customers, vendors & investors, addressing the
concerns and reporting to the Board. The Company arms that no personnel had been denied access
to the audit committee under Whistle Blower Policy.
iv. The Company has complied with the mandatory requirements of Corporate Governance as specified
in Regulations 17 to 27 and 46(2) of SEBI Listing Regulations.
v. The Company has complied with the following discretionary requirements as prescribed in Part E of
Schedule II to the SEBI Listing Regulations:
a) For the Financial Year 2019-20 and 2018-19, the Company has received an unmodified audit
opinion.
b) The Company appointed separate persons to the post of Chairman and Managing Director &
CEO.
vi. The policy for determining Material Subsidiaries formulated by the Board of Directors is disclosed on
the Company’s website www.techmahindra.com and can be accessed at the web-link: https://www.
techmahindra.com/www/investors/Policy-For-Determining-Material-Subsidiaries.pdf
Annual Report 2019-20 115
Statutory Reports
vii. The Company has formulated a policy on materiality of Related Party Transactions and dealing with
Related Party Transactions which has been uploaded on the Company’s website www.techmahindra.
com and can be accessed at the web-link: https://www.techmahindra.com/www/investors/Policy-for-
determination-of-materiality-for-disclosure-of-events-or-information.pdf
viii. The members who have not registered their e-mail id are requested to register their e-mail id’s with
the Company’s Registrar & Transfer Agent i.e. Link Intime India Private Limited or with their Depository
Participants, so, that all future communications can be sent through email.
ix. The Company has not raised funds through preferential allotment or qualified institutions placement as
specified under Regulation 32 (7A).
x. A Certificate received from Dr. K. R. Chandratre, Practising Company Secretary, Pune, that none of
the directors on board of the Company have been debarred or disqualified from being appointed or
continuing as directors of companies by the Board / Ministry of Corporate Aairs or any such statutory
authority is enclosed with the report.
xi. During the financial year ended March 31, 2020 the Board of Directors has accepted recommendations
of the committees of the Board.
xii. Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the
statutory auditors B S R & Co. LLP, Chartered Accountants is as follows:-
Auditors Remuneration (exclusive of service tax/GST):
` in Million
Particulars March 31, 2020
Audit fees (including quarterly audits)
49.00
For other services (certifications, etc.)
18.00
For taxation matters
10.00
For reimbursement of expenses
2.00
Total
79.00
xiii. Details of complaints received, redressed and pending on Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 are as follows:
a) Number of complaints filed during the financial Year - Nil
b) Number of complaints disposed of during the financial year – Not Applicable
c) Number of complaints pending as on end of the financial year – Nil
DECLARATION BY MD & CEO PURSUANT TO SCHEDULE V D OF THE SECURITIES AND
EXCHANGE BOARD OF INDIA LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS
REGULATIONS, 2015
As required by Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, this is to confirm that the Company has adopted a Code of Conduct for all Board
Members and Senior Management of the Company. The Code is available on the Company’s website.
I confirm that the Company has in respect of the financial year ended March 31, 2020, received from the senior
management team of the Company and the Members of the Board, a declaration of compliance with the Code of
Conduct as applicable to them.
For Tech Mahindra Limited
Place: Mumbai C. P. Gurnani
Date: April 30 2020 Managing Director & CEO
116
INDEPENDENT AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CORPORATE
GOVERNANCE REQUIREMENTS UNDER SEBI LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS REGULATIONS, 2015
To the Members of Tech Mahindra Limited
1. This certificate is issued in accordance with the terms of our engagement letter dated 16 August 2019.
2. This report contains details of compliance of conditions of Corporate Governance by Tech Mahindra Limited
(‘the Company’), for the year ended 31 March 2020, as stipulated in regulations 17 to 27, clauses (b) to (i) of
regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) pursuant to the
Listing Agreement of the Company with Stock exchanges.
Management’s responsibility
3. The compliance with the terms and conditions contained in the Corporate Governance is the responsibility
of the management of the Company including the preparation and maintenance of all relevant supporting
records and documents.
4. This responsibility includes the design, implementation and maintenance of internal control and procedures to
ensure the compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.
Auditor’s responsibility
5. Our examination was limited to procedures and implementation thereof adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression
of opinion on the financial statements of the Company.
6. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable
assurance whether the Company has complied with the conditions of Corporate Governance as stipulated in
Listing Regulations for the year ended 31 March 2020.
7. We conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for Special
Purposes’ (Revised 2016), ‘Guidance Note on Certification of Corporate Governance’, both issued by the
Institute of Chartered Accountants of India (‘ICAI’) and the Standards on Auditing specified under Section
143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate. The Guidance
Note on Reports or Certificates for Special Purposes requires that we comply with the ethical requirements
of the Code of Ethics issued by the ICAI.
8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1,
Quality Control for Firms that perform Audits and Reviews of Historical Financial Information, and Other
Assurance and Related Service Engagements.
Opinion
9. In our opinion and to the best of our information and according to the explanations given to us, we certify
that the Company has complied with the conditions of Corporate Governance as per the Regulations 17 to 27,
clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of the Listing Regulations, as
applicable.
10. We state that such compliance is neither an assurance as to the future viability of the Company nor the
eciency or eectiveness with which the management has conducted the aairs of the Company.
Annual Report 2019-20 117
Statutory Reports
Independent Auditors’ Certificate on Compliance with the Corporate Governance requirements under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)
Restrictions on Use
11. The certificate is addressed and provided to the Members of the Company solely for the purpose to enable
the Company to comply with the requirement of the Listing Regulations, and it should not be used by any
other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of
care for any other purpose or to any other person to whom this certificate is shown or into whose hands it
may come without our prior consent in writing.
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W-100022
Jamil Khatri
Partner
Place: Mumbai Membership number: 102527
Date: 30 April 2020 ICAI UDIN: 20102527AAAAAM4628
118
CERTIFICATE OF NONDISQUALIFICATION OF DIRECTORS
(pursuant to Regulation 34(3) read with Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
To:
The Members
Tech Mahindra Limited
Gateway Building, Apollo Bunder
Mumbai - 400 001.
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tech
Mahindra Limited having CIN: L64200MH1986PLC041370 and having registered oce at Gateway Building, Apollo
Bunder, Mumbai - 400 001 (hereinafter referred to as ‘the Company’), produced before me by the Company for the
purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Clause 10(i) of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me
by the Company & its ocers, I hereby certify that none of the Directors on the Board of the Company as stated
below for the financial year ending on 31 March 2020, have been debarred or disqualified from being appointed or
continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Aairs,
or any such other Statutory Authority.
Sr.
No.
Name of Director DIN Date of appointment
in Company
. Mr. Anand G. Mahindra ..
. Mr. C. P. Gurnani ..
. Mr. M. Damodaran ..
. Ms. M. Rajyalakshmi Rao ..
. Ms. Mukti Khaire ..
. Mr. T. N. Manoharan ..
. Mr. V. S. Parthasarathy ..
. Mr. Haigreve Khaitan ..
. Ms. Shikha Sharma ..
. Dr. Anish Shah ..
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. My responsibility is to express an opinion on these based on my verification. This
certificate is neither an assurance as to the future viability of the Company nor of the eciency or eectiveness with
which the management has conducted the aairs of the Company.
Dr. K R Chandratre
Place: Pune FCS No. 1370, C P No: 5144
Date: 30 April 2020 UDIN:F001370B000190526
Annual Report 2019-20 119
Statutory Reports
Management
discussion
and analysis
The world economy was beginning
to regain its vitality during the most
part of this financial year, having
emerged from multiple macro
challenges recently. The US-China
trade war and Brexit conflict
continued, and the automobile
slowdown caused a demand
contraction in related sectors.
However, a new unforeseen
challenge in the form of the
Coronavirus pandemic disrupted
the socio-economic equilibrium,
marking a turning point in world
economic history.
FY20 began with the digital transformation trend
gaining further momentum, leading to substantial
growth in our portfolio. Across the dynamic
global business landscape, disruptive emerging
technologies continued to drive IT spends. The
year saw the revival of IT-modernisation spends in
the market, subdued in the past few years.We saw
resurgence of multi-year large outsourcing contracts
as clients crystalized their transformation roadmaps.
But with stringent controls on national and
international
travels, the industry’s onsite operations
have witnessed obstructions. Growth-generating
industries clocking the highest IT spends until
now are deliberating large-scale projects in the
face of increased uncertainties. However, the
global trend of disruptive technology adoption and
multiplying demand for process modernisation
alongside cloud and app migrations have grown
steadily around the world.
COVID-19 pandemic, however has hampered the
growth prospects. On the global economy front,
IMF has predicted that the pandemic will wipe out
$12 trillion over two years, with worldwide business
shutdowns destroying hundreds of millions of jobs.
While it expects the global growth to contract by
4.9% in calendar year 2020, China is expected to
grow at 1 per cent in 2020, despite sharp contraction
in the first quarter, supported in part by policy
stimulus. IMF projects India’s economy to decline
by 4.5 % in 2020, a “historic low” following a longer
period of lockdown and slower recovery than
anticipated in April. However, there’s a pervasive
uncertainty around these forecast as it depends
on the length of pandemic, social distancing
norms, workplace safety and global supply chain
reconfiguration.
Macro-economic review
Industry overview
120
Tech Mahindra Limited is a leading provider of digital
transformation, consulting and business re-engineering
services and solutions. It is a part of the $ 21 Billion
Mahindra Group; a global federation of companies
divided into 11 business sectors, providing insightful
solutions at a global scale across 20 industries.
The companies act as a federation, with an optimum
balance of entrepreneurial independence and synergy.
The Company is presenting pertinent solutions to
enterprises across spectrums of mobility, rural prosperity,
Information Technology (IT), Financial Services,
clean energy and business productivity. Headquartered
in Mumbai, India, the Group has presence in over
100 countries, employs more than 250,000 people
and functions with a unifying spirit of ‘Rise’.
Company profile
About Mahindra Group
Rise: House of Mahindra
Core purpose
Alternative ThinkingAccepting No Limits Driving Positive Change
We will challenge conventional thinking and innovatively use all our resources to drive positive
change in the lives of our stakeholders and communities across the world, to enable them to Rise
Think big, think global
Challenge
conventional thinking
Agility with discipline
Take well-reasoned risks
Seek breakthrough solutions
Pursue new approaches
Celebrate diversity
Focus innovation
on customer needs
Invent your way to growth
Rise by daring to
disturb the universe
Rise with your ingenuity
Step into your
customer’s shoes
Build quality to delight
customers
Forge strong relationships
Work hard. Have fun.
Rise by shaping destinies
Countries
Business sectors
Employees
Industries
,+
Core values
Professionalism Good Corporate
Citizenship
Customer
First
Quality
Focus
Dignity of
the Individual
Annual Report 2019-20 121
Statutory Reports
Tech Mahindra Limited is a Public Listed Company,
incorporated and domiciled in India and has its
registered oce in Mumbai, Maharashtra, India. It
has primary listing on The National Stock Exchange
of India Limited (NSE) and BSE Limited.
Tech Mahindra represents the connected world,
and oers innovative information technology
experiences to enable enterprises and society to
Rise™. Tech Mahindra is a $ 5.2 Billion company with
over 125,000 professionals across 90 countries,
helping 973 global customers, including Fortune
500
companies. The Company’s convergent, digital,
design experiences, customer-centric platforms
and reusable assets connect across technologies to
deliver tangible business value to its stakeholders.
The Company is governed by sustainable business
practices and refined corporate culture for longer-
term profitability. Tech Mahindra is among the three
Indian companies and among the 12 companies
in the Emerging markets category to feature in the
DJSI World Index.
Tech Mahindra’s revenue was at ₹ 368,677 Million
($ 5,181.9 Million) for the financial year ending
March 31, 2020, registering a growth of 6.1%
(4.3% in $ terms) on a YoY basis. The Company’s
Profit After Tax (PAT) was at ₹ 40,330 Million
($ 566.8 Million) for FY20, registering a
de-
growth of 6.2% (de-growth of 7.8% in $ terms).
The IT and business process management industry
is recalibrating to manage the impact of the COVID-19
outbreak. The industry powers critical healthcare,
finance, and telecom services. The industry foresaw
the impact on business continuity, data security
and employee safety. Keeping these as key
parameters of the survival strategy, the industry
swiftly adopted work-from-home (WFH) operations.
Majorly, companies have successfully conceptualised
this massive logistical challenge and maintain a
sustainable operating environment.
The rise in remote operations among the teeming
millions has caused internet usage to surge – placing
big demands on robust communication networks.
A recent analysis shows that
the overall average
daily fixed broadband consumption per user in
the US increased approximately 3GB from January.
Enterprises will consider remote working more readily
amid social distancing norms in the longer run.
Performance during the year
Dealing with the unprecedented
challenge of COVID-
This raises concerns relevant to 5G deployment,
specifically around spectrum allocation. Telcos
across markets faced challenges upgrading
network infrastructure and were bidding large
sums to acquire spectrum licences, even before the
COVID-19 pandemic. These trends will significantly
boost IT spends.
Backed by domain expertise and diversified digital
oerings, the Company signed a multi-year agreement
with AT&T, among the largest deal in its history to expand
strategic collaboration. This was to accelerate AT&T’s IT
network transformation, shared services modernisation
and movement to the cloud. The Company bagged the
largest deal in the Enterprise business with a global
financial services leader in Insurance and Annuities.
Management discussion and analysis
122
• Forecasts indicate continued demand for
cloud infrastructure services, and potential
increase in specialised software. Additionally,
increased demand for communications
equipment and telecom services as academic
institutions begin online classes.
• Business continuity plan will be heavily
dependent on IT service providers to procure
devices and set up robust and secure network
and disaster-recovery systems.
• The increasing need for rapid access to data
and automation will enhance the focus on
network equipment and communications,
speeding up 5G network deployments and
adoption of 5G equipment.
• IT vendors are able to test concepts of ‘Future
of Work’ and some of them might become
mainstream as the dust settles.
The industry is bringing together solution-makers on
one platform and proactively coordinating with the
government to push for larger sustainable concepts.
It is strategically investing in startups and small- and
medium-sized enterprises (SMEs) working to conceive
time-sensitive oerings like ventilators and testing kits.
Such times of turbulence are almost always when radical
transformation occurs. Organisations, businesses and
individuals must measure the catastrophe not just in
terms of what is lost but what might be gained.
Artificial intelligence, big data
and analytics, cyber security,
G, robotics and other next-gen
technologies will receive greater
impetus in the new world order.
• International Data Organisation (IDC) expects
worldwide IT spending to decline 2.7% in constant
currency terms this year as COVID-19 forces
global organisations to respond with contingency
planning and spending cuts in the short term.
• IT spending on hardware, software and IT
services is likely to decline by more than real
GDP, as commercial IT buyers and consumers
cut capital spending to adjust with declining
revenues, profits, market valuations and
employee headcount.
Global IT spending
• Software will post growth of just under 2% overall,
largely due to cloud investments along with some
resilient demand for specific categories.
• Airlines, Transportation, Tourism, Hospitality
sectors, followed by Retail may hold their IT
projects but can expect an aggressive push
for cost reduction from vendors, but increased
demand for cyber security and contact centres in
the near term.
• Telecom spending will be less impacted overall,
as demand for broadband remains extremely
strong, even higher, due to remote working and
isolation measures.
• IT vendors to expect delays in new technology
initiatives, cuts in discretionary spending and
delayed o-take of scheduled projects, due to
sluggish economic growth.
Source: IDC Worldwide Black Book Live Edition, March 2020
A silver lining behind the COVID-
cloud: Re-imagining the future
Worldwide IT spending forecasts
% Growth
2020
January
Forecast
February
Forecast
March
Forecast
Real GDP +2.4% +2.0% -1.7%
IT Spending +5.1% +4.3% -2.7%
Annual Report 2019-20
123
Statutory Reports
The IT industry is evolving at a fast
pace, and so is Tech Mahindra. In 2017,
Tech Mahindra implemented the 3-4-3
strategy on disruptive trends and
transformative technologies to help
customers across industries with
focused approach, solutions and clear
outcomes. This means addressing the
3 megatrends
within the market, 4 bets
that Tech Mahindra would take to address
those mega trends, all of which fit into the
3 areas of CXO’s priorities.
Since then, 3-4-3 has been the at the core of the
business and has evolved to deliver enhanced
value to our customers.
Strategy for organisation
Management discussion and analysis
Run BetterExperience.NXt
Business.NXt Change Faster
Explosion of
intelligent devices
Power of new
technologies
Exponentiality of
content consumption
Grow Greater
Mega trends
ObjectivesBig bets
Platforms.NXt
Infra.NXt
124
This has become an integral part of every
conversation with our customers and these
conversations have translated into customised
yet simplified solutions for our + active clients
across the globe. Our bets emphasise on Infra.NXt,
Platforms.NXt, Business.NXt and Experience.NXt
as customer oerings to help align them
with next-gen technologies. This framework is
powered by technologies that have been industry
disruptors. Our actions are built around our key
force multipliers.
Artificial Intelligence (AI) to derive insights
from the data powered by G
AI has dramatically penetrated every industry
vertical and its adoption has tripled in the last
12 months. The estimated value created by AI
is projected to be over $ 13 Trillion by 2030.
It will allow machines to function at intelligence
levels similar to that of humans. We prepared our
workforce to lead and ride this wave of disruption
by creating AI-powered solutions and platforms to
address industry pain points.
Cyber security to secure
experience and insights
We developed the world’s first AI-Powered
Predictive Cyber Risk Platform and Global Data
Privacy ecosystem. Tech Mahindra’s advanced threat
management capabilities through file-less, memory
attack prevention enable real-time detection
without false positives, protecting enterprises like
WannaCry, Petya from zero-day attacks.
Tech Mahindra’s innovative business strategies
enhance customer satisfaction and reduces security
investment burden through global best practices.
The Company grew its security portfolio with
cutting-edge solutions that leverage the startup
ecosystem and keep the customer informed in a
VUCA (volatility, uncertainty, complexity and
ambiguity) world.
Cloud to provision the volume
and applications
Customers are increasingly moving from large
databases to cloud, demanding app migration to
become cloud native. Through this, companies
are becoming more agile and asset-lite but
the infrastructure in a box model is helping
our customer scale up like never before while
significantly reducing costs incurred in having
everything on-premises.
Design capabilities – to adapt technology for
a convergent world
To realise the potential of a connected future,
we must create extraordinary digital, physical
and convergent experiences. When we say
#unlockexperiences, we are challenging ourselves,
our clients and the rest of the tech community to
collaborate and push boundaries for solutions
that will transform the world of work. Our iterative
process indicated that design-based innovation is
the way forward to solve today’s problems.
Maker’s Lab is Tech Mahindra’s unique R&D division
with nine centres across the world to co-innovate by
applying design thinking and disruptive technologies
(AI/ML, XR etc.) to solve customer needs.
In the next wave of 3-4-3, we continue developing
and leveraging our strong ecosystem of
collaborations with industry leaders, start-ups,
academia and partners under the TechMNxt charter.
Annual Report 2019-20 125
Statutory Reports
Key risk Impact of risk Mitigation/strategy
High concentration in
Communication vertical
For FY20, Communication vertical had
a revenue share of ~41.6% of the total
business. This is much higher than that
compared to leading Indian and global IT
peers of Tech Mahindra and is one of the
highest top-vertical revenue concentrations
among peers.
• The Communication industry is one of the
largest spenders on IT and Network Services,
with evolving nature of spends as new
technology is introduced.
•
Tech Mahindra invested in new-age
technologies and entered disruptive
partnerships. The concentration came down and
stands at 41.6% for FY20 versus 52% in FY16.
Communication vertical
cyclicality
Historically, IT spends in Communications
have been cyclical, resulting in periods of
prolonged and tepid spends. This increases
the risk of secular growth for ~41% of the
business, going forward.
• Tech Mahindra continues growing in line with
its peers in this space over longer periods
even as IT services spends remained volatile
Risks
Some of Tech Mahindra’s key
risks and their corresponding
mitigation strategies have
been highlighted below.
Management discussion and analysis
126
Key risk Impact of risk Mitigation/strategy
• The Company is among the global IT
companies with end-to-end services in the
Communications industry. Today it provides
services to most key global Communications
companies.
• Tech Mahindra’s foray into the $ ~40 Billion
Network Services market opened an
untapped growth opportunity, with one of the
upcoming waves being the 5G investments.
• As a Communications Service Provider,
we are consolidating and exploring Media
& Entertainment alongside Cable and other
emerging opportunities for the Company.
Global economy risk Tech Mahindra’s export revenues are over
94% and it derives 48.1% revenue from the
Americas, 26.9% from Europe and 25.0%
from the rest of the world. The economic
growth activity in these markets could
directly or indirectly aect our customers’
IT spends, impacting growth for
Tech Mahindra.
• Tech Mahindra has over three-decades-rich
experience in operating in volatile business
environment, with a business model designed
to deal with market dynamics.
• Global clients prefer oshoring and India
is a preferred destination because of its
compelling value proposition involving
people and technology.
• Severely adverse global economic turmoil
and recessionary trends can impact any
Company and is a universal business risk
Uncertainty in business
environment due to
pandemic
The impact on most industries could
mean demand slowdown for our
services, including short- to medium-term
constraints on supply side. Resuming
normal operations may be delayed due to
security concerns and logistical challenges.
There may remain psychological impact
on employees that can cause reduced
productivity
• We are enabling our customers’ business
continuity plans for seamless operations.
• To minimise demand impact, the Company is
exploring opportunities which include remote
computing, cyber security, healthcare and
network resilience.
• The Company enabled ‘Work from Home’ but
with tightened data security measures.
• The plan draws up employee-friendly policies
to keep internal teams proactive, updated
and engaged at home through newsletters,
specialised sessions and digital workshops.
• Round-the-clock COVID-19 Employee Help
Desk has been set up to support employees.
Regulatory changes
risk/ Visa risk
The Company has employees who work
onsite at client facilities on visas granted for
extended or short-term work.
Protectionism is rising in few economies like
the US. the UK, Australia, Singapore, etc.
Any changes in immigration laws or any
local regulations can impact profitability
and growth.
• Tech Mahindra is familiar and compliant
with the local regulations across working
locations. It has adequate contingency
plans to deal with the changing regulatory
environment.
• The Company has delivery centres overseas
and focuses on increasing localisation levels
across geographies.
• Tech Mahindra is engaging regularly with
clients to discuss critical regulatory issues,
which might have a business impact.
Annual Report 2019-20
127
Statutory Reports
Key risk Impact of risk Mitigation/strategy
M&A and Integration risk The Company acquired multiple companies
in the past years. M&As and its integrations,
by nature, involve risks like failure to
achieve strategic objectives, oset financial
loss, cultural and financial integration etc.
• The Company has well laid out and defined
plans and acquisition policy. It uses M&A
to fill gaps across portfolio, verticals and
geographic access.
• A dedicated and professional M&A team
operates and is supported by the executive
leadership.
• Deals are evaluated by the Board, while
Company consults investment bankers,
subject matter experts and advisors
•. Management’s experience have helped
successful acquisitions
Competition risk The Indian IT companies and MNC IT
service companies having sizable presence
in low cost geographies, deep pockets,
strong client relationships, in-house and
captive services companies etc. are
competing with global players.
This sti competition can pressurise pricing,
vendor consolidation and impact the
Company’s growth and profitability.
• Tech Mahindra is operating under competitive
environment for several years.
• It is steadily moving up in the IT services
value chain, working to build multi-pillar
service competency
• The Company’s domain knowledge, skilled
workforce, delivery capabilities and ecient
salesforce and relationship managers help
retain competitive positioning.
Technology risk The industry is witnessing an adoption
of disruptive technologies, evolution in
business models and consumer spending
patterns. This is a threat to growth in
traditional IT spends and technology
obsolescence.
• Tech Mahindra is a specialist provider of
connected solutions and invests heavily in
competencies required for an overall digital
enterprise.
• The Company made significant investments
in IoT, cloud, microservices, Artificial
Intelligence, Automation, Blockchain, Cyber
Security Services etc.
• Under TechMNxt charter, the Company
continues collaborating to adapt to evolving
and upskill employees to be future-ready in
capturing customer spends.
Employee related/
Supply side risks
With the evolving IT industry, right skillset
and talent are required to respond quickly
to the ongoing changes. Cost-eective
hiring, retaining and increased number of
professionals with required skillset poses
a challenge.
• Tech Mahindra has a diversified fresher talent
pool, including science graduates, diploma
holders and certified skilled undergrads,
while increasing hiring of local people in
onsite locations.
• Tech Mahindra has a robust remuneration
structure, progressive HR processes and
employee incentives.
•
The Company runs programmes for employee
growth like the Global Leadership Cadre (GLC),
Young CEO programme, Shadow Board, 1000
Leaders programme, and so on.
• It invested in learning platforms to train
employees on emerging digital technologies.
• Ensuring adequate skillsets in the system,
the Company is moving towards automation
and lean operations to deliver more with less.
128
Key risk Impact of risk Mitigation/strategy
Currency risk The exchange rate of Tech Mahindra’s
major billing currencies like £, $,
€ and A$ has been fluctuating widely and
may continue in the future, resulting in
volatile revenues and Foreign Exchange
returns. Adverse currency movements
may lead to impacts on the Company’s
profitability.
• Tech Mahindra follows a well-established
hedging policy, which is undertaken to
protect it from unfavourable currency
movements.
• Over half of the revenue and a substantial
portion of overall cost incurred is contributed
onsite, which allows for a natural hedge.
• The Company’s dedicated Treasury
Department seeks advice from experts and
banks over hedging decisions.
Data privacy risk Many countries have stringent data
protection and privacy laws.
There is cyber security risk related to the
Company’s corporate and client data, which
may hamper its relationship with customers
and brand value.
• Tech Mahindra’s Information Security Group
(ISG) policy ensures confidentiality, integrity
and availability of required information that is
acquired, developed and provided to relevant
stakeholders.
• The Information and Data Security initiatives
are in line with ISO/IEC 27001:2005 standard
and code of practice ISO 27002. Tech
Mahindra is among the five Indian companies
to be certified and the specifications are
implemented through the Information
Security Management System (ISMS).
• Tech Mahindra has an industry-compliant
security risk assessment and management
methodology.
Litigation risk The Company’s wide customer and
geographic network makes it prone to
litigation risks on contract execution,
intellectual property, regulatory
compliances, employment, adverse rulings,
mergers etc.
• The Company has an in-house legal team,
operating across regions and catering to
diverse risks relevant to the business.
• It seeks expertise from external Global Law
firms, Taxation and Compliance experts
• Uses a robust framework to deal
appropriately and in a timely manner, with
litigation-related risks arising either externally
or internally.
Cyber attack risk Reputation loss and penalties due to
customer data theft or Tech Mahindra
personal data by external hackers
• The Company invests in globally
benchmarked cyber security tools to defend
against advanced persistence threats,
phishing or other malicious attacks.
• It uses best-in-class controls like encryption,
2FA, mobile device management, data
leakage protection to keep intellectual
property and customer data safe.
• Makes investments in comprehensive
workforce training covering security, data
protection and delivery modules. Employees
sign agreement to protect the confidentiality
and integrity of data.
Annual Report 2019-20
129
Statutory Reports
DISCUSSION ON FINANCIAL PERFORMANCE
WITH RESPECT TO OPERATIONAL
PERFORMANCE
OVERVIEW
The financial statements have been prepared in
compliance with the requirements of the Companies
Act, 2013 and as per Indian Accounting Standards (IND
AS) for the year ended March 31, 2020.
The financial statements of TechM and its subsidiaries
have been consolidated on a line by line basis by
adding together like items of assets, liabilities, income,
expenses, after eliminating intra group transactions
and any unrealized gains or losses in accordance with
the Indian Accounting Standard - 110 on “Consolidated
Financial Statements” (IND AS 110).
The discussion on financial performance in the
Management Discussion and Analysis relate primarily
to the standalone accounts of Tech Mahindra Limited.
Wherever it is appropriate, information pertaining to
consolidated accounts for Tech Mahindra Limited & its
subsidiaries is provided for the current year and previous
year. For purpose of comparison with other firms in this
industry as well as to see the positioning and impact
that Tech Mahindra Limited has in the marketplace,
it is essential to take the figures as reflected in the
Consolidated Financial Statements.
A. STANDALONE FINANCIAL POSITION
1. SHARE CAPITAL
The authorized share capital of the Company is
` 8,337 Million, divided into 1,667,300,000 equity
shares of ` 5 each. The paid up share capital
stood at ` 4,829 Million as on 31st March’ 2020
compared to ` 4,917 Million as on 31st March
2019. The decrease in paid up capital during the
year is due to Buy Back of 20,585,000 shares of
` 103 Million & increase in paid up capital due to
issue of 3,074,894 shares on account of conversion
of options into shares (`15 Million) by employees
under the Employee Stock Option Plans.
2. RESERVES AND SURPLUS
a) Securities premium account
The addition to the securities premium account of
` 1,598 Million during the year is due to amount
transferred from share option outstanding
account on exercise of stock options to the tune
of ` 1,133 Million, transfer on allotment of equity
shares ` 464 Million and ` 1 Million allotment of
shares by ESOP Trust to employees.
b) Retained Earnings
The surplus in the Statement of Profit and Loss
as on 31st March 2020 was ` 184,021 Million
compared to ` 171,952 Million as on 31st March
2019.
3. BORROWINGS INCLUDING FINANCE
LEASE OBLIGATIONS
Borrowings including Finance Lease Obligations
as on March 31, 2020 were ` 39 Million, as
compared to ` 126 Million as on March 31, 2019.
4. RIGHT OF USE LIABILITIES
In compliance with the new accounting standard
IND AS 116 Lease accounting, Right of Use
(“ROU”) liability has been recognised with eect
from 1st April 2019. Balance of ROU Liability as on
31st March 2020 is shown in table below :
(` in Millions)
ROU Lease liabilities As at March 31
2020 2019
Long Term
3,419 -
Short Term
1,351 -
Total 4,770 -
5. FIXED ASSETS
The movement in Fixed Assets is shown in the
table below:
(` in Millions)
Fixed Assets As at March 31
2020 2019
Gross Book Value
Land - Freehold 459 477
Buildings 21,737 19,357
Leasehold Improvements 854 840
Plant & Equipments 14,881 14,392
Computer equipments 15,785 14,614
Oce Equipments 1,854 1,695
Furniture and fixtures 6,898 6,708
Vehicles 187 203
Intangible assets 15,218 14,752
Total 77,873 73,038
Less: Accumulated
depreciation &
amortization
50,896 46,324
Net block 26,977 26,714
Add: Capital work-in-
progress
352 2,717
Net fixed assets 27,329 29,431
130
The Net Block of Fixed Assets and Capital Work
in Progress stood at ` 27,329 Million as on March
31, 2020 as against ` 29,431 Million as on March
31, 2019. During the year, the Company incurred
capital expenditure (gross) of ` 5,588 Million
(previous year ` 3,194 Million). The major items of
Capital Expenditure include addition to Buildings
` 2,380 Million, Computers ` 1,693 Million, Plant &
Equipment ` 666 Million & Software ` 466 Million.
6. RIGHT OF USE ASSETS
In compliance with the new accounting standard
IND AS 116 Lease accounting, Right of Use
(“ROU”) Assets has been recognised with eect
from 1st April 2019. Balance of ROU Assets as on
31
st
March 2020 is ` 5,383 Million.
7. INVESTMENTS
The summary of Company’s investments are given below
(` in Millions)
Investments As at March 31
2020 2019
Non Current Investments
Investment in Subsidiaries
66,077 60,825
Investment in Non convertible debentures, Associates & others (treasury bonds & bills)
277 7,056
Total Investments
66,354 67,881
Less : Provision for diminution of value
7,471 1,594
Net Non Current Investments
58,883 66,287
Investment in property
997 1,141
Total Non Current Investments
59,880 67,428
Current Investments
Investment in mutual funds
25,029 37,508
Term Deposits with Financial Institutions
7,500 11,000
Investment in non-convertible debentures and commercial papers
15,074 14,812
Current Investments
47,603 63,320
Total Investment 1,07,483 1,30,748
Total investments (non-current) as on 31st March
2020 stood at ` 59,880 Million as against
` 67,428 Million, as on 31st March 2019. During the
year, Non-Current Investment in Non-Convertible
Debentures reduced to NIL as on 31st March
2020 as against ` 6,908 Million as on 31st March
2019. Investment in Subsidiaries increased to
` 66,077 Million as on 31st March 2020 as
against ` 60,825 Million as on 31st March 2019.
Diminution in value of investments increased by
` 5,877 Million during the year.
Investment in liquid mutual funds as at 31st March
2020 was ` 25,029 Million (previous year ` 37,508
Million), decrease of ` 12,479 Million, decrease
in Term Deposits with Financial Institutions is
` 3,500 Million and increase in Current Investment
in non-convertible debentures and commercial
papers of ` 262 Million.
Investment in Subsidiaries
The Company invested in the following subsidiaries
during the FY2019-20:
a) The Company, pursuant to the share purchase
agreement acquired 100% stake in Born
Commerce Private Limited on November 25,
2019 for a consideration of USD 12 million (` 873
Million). Further the Company through its wholly
owned subsidiary Tech Mahindra Singapore Pte.
Limited, acquired 100% stake in Born Singapore
Pte. Limited (Born Group) on November 26, 2019
for an upfront consideration of USD 59 Million
(` 4,224 Million) and contingent consideration
linked to financial performance of calendar year
2019. As at March 31, 2020, contractual obligation
towards contingent consideration amounts to
USD 23.10 Million (` 1,657 Million). Born Group
is engaged in providing content production and
commerce solutions services across USA, APAC
and Europe.
b) The Company in October 4, 2019, through
its wholly owned subsidiary Tech Mahindra
(Americas) Inc. acquired 100 % stake in Objectwise
Consulting Group Inc. for an upfront consideration
of CAD 2.25 Million (` 121 Million).
c) The Company on July 31, 2019, through its wholly
owned subsidiary Tech Mahindra (Americas) Inc.
acquired 65 % stake in Mad*Pow Media Solutions
LLC for a upfront consideration of USD 16.71
Million (` 1,151 Million). Further the subsidiary of the
Statutory Reports
Annual Report 2019-20 131
Company has entered into a binding agreement
to purchase the balance 35% stake over a period
of three-year, ending March 31, 2022 for which a
financial liability of USD 11.52 Million (` 793 Million)
as at balance sheet date has been recognised.
d) The Group, pursuant to the share purchase
agreement acquired 100% stake in Dynacommerce
Holdings B.V on May 9, 2019 for a consideration
upto EUR 2.16 Million (` 168 Million), out of which
EUR 0.48 Million (` 38 Million) was paid upfront
and the balance amount of EUR 1.68 Million
(` 130 Million) is payable on achieving performance
based milestones.
e) The Company has invested an amount of
GBP 7.77 Million (` 720.82 Millon) in Mahindra
Engineering Services (Europe) Ltd by subscribing
to the Preference Shares of the company on
November 19, 2019.
Acquisitions undertaken in FY 2020-21
i. The Company, through its wholly owned
subsidiary Tech Mahindra (Americas) Inc. has
entered into an agreement to acquire 100% stake
in Zen3 Infosolutions (America) Inc., (“Zen3”)
vide Stock Purchase Agreement dated February
24, 2020 (Amended and restated April 8, 2020)
for purchase consideration of USD 39 Million
(` 2,949 Million), comprising cash consideration
of USD 35 million (` 2,647 Million) and retention
pay-outs of USD 4 Million (` 302 Million), payable
over next two years. Further, the Company has
agreed to pay upto USD 25 Million (` 1,891 Million)
for earned out linked to revenue and earnings
before interest, depreciation and amortization
(EBITDA) over three years.
ii. The Company has entered into an agreement
to acquire 51% stake in Cerium Systems Private
Limited (‘the Cerium”) vide Share Purchase
Agreement dated January 31, 2020 (Amended
and restated dated April 9, 2020) for estimated
enterprise value of ` 2,450 Million. Further,
Company has agreed to buy 49% stake over
the period of three years at valuation linked to
financial performance of Cerium Systems Private
Limited.
The above acquisitions have no eect on
consolidated accounts during FY 2019-20.
Sale of Investment in Subsidiary
i. The Company has sold its entire stake in Fixstream
Networks Inc. as on September 30, 2019 for an
amount of USD 2 Million (` 142 Million ) of which
USD 0.5 Million (` 36 Million) is in Escrow Account
ii. The subsidiary of the Company, Comviva
Technologies Limited has sold its entire stake
in Terra Payment Services South Africa (Pty)
Limited and Terra Payment Services(Netherlands)
BV and its subsidiaries, hereinafter referred as
Terra Group, on March 2, 2020 for an amount of
USD 9 Million (` 652 Million). Consequently, the
Company has recognised a gain of ` 691 Million
in the consolidated financial statements.
8. DEFERRED TAX ASSET
Deferred tax asset as at 31st March 2020 was at
` 4,364 Million as compared to ` 2,182 Million as
of 31st March 2019. Deferred tax assets represent
timing dierences in the financial and tax books
arising from depreciation of assets, provision for
debtors and leave encashment & gratuity. The
Company assesses the likelihood that the deferred
tax asset will be recovered from future taxable
income before carrying it as an asset.
9. SUNDRY DEBTORS
Sundry debtors at ` 62,120 Million (net of provision
for doubtful debts of ` 7,070 Million) as of 31st
March 2020 as compared to ` 59,639 Million (net
of provision for doubtful debts of ` 5,463 Million)
as of 31st March 2019. Debtor days as of 31st
March 2020 (calculated based on per-day sales
in the last quarter) were 112 days as compared to
106 days as of 31st March 2019.
10. CASH AND BANK BALANCES
The bank balances include both Rupee accounts
and foreign currency accounts. The bank balances
in overseas current accounts are maintained to
meet the expenditure of the overseas branches
and overseas project-related expenditure.
(` in Millions)
Cash and Bank Balances As at March 31
2020 2019
Bank balances in India &
Overseas
Current accounts
5,913 3,137
Deposit accounts
12,667 8,966
Total cash and bank
balances*
18,580 12,103
*Including unrealised (gain) / loss on foreign
currency.
11. OTHER FINANCIAL ASSETS, OTHER
ASSETS AND LOANS
Other financial assets, other assets & Loans as on
31st March 2020 were `77,961 Million compared
to ` 69,317 Million as on 31st March 2019. Other
132
financial assets include foreign currency derivative
assets, security deposits, advances to related
parties, interest receivable and unbilled revenue.
Other assets include prepaid expenses, balance
with government authorities, advance income tax,
capital advances, amounts deposited and held in
escrow accounts for settlement consideration of
Aberdeen UK & US and class action on erstwhile
Satyam Computer Services Ltd.
12. PROVISIONS, FINANCIAL LIABILITIES &
OTHER LIABILITIES
Liabilities and provisions were ` 63,373 Million as
of 31st March 2020 including long term liabilities
and provision of ` 7,620 Million and short term /
current liabilities and provisions of `55,753 Million
compared to `84,514 Million including long term
liabilities and provision of ` 6,133 Million and short
term / current liabilities and provisions of ` 78,381
Million as of 31st March 2019.
B. RESULTS OF OPERATIONS
The following table sets forth certain income statement items as well as these items as a percentage of our
total income for the periods indicated:
Particulars
Fiscal 2020 Fiscal 2019
`
(In Million)
% of Total
Income
`
(In Million)
% of Total
Income
INCOME
Revenue from Services
2,92,254 2,72,281
Other Income
23,662 9,598
Total Income
3,15,916 100% 2,81,879 100%
EXPENDITURE
Personnel Cost
92,827 84,473
Subcontracting Expenses
1,16,074 1,01,234
Operating and Other Expenses
40,798 33,862
Depreciation
6,674 6,592
Interest
667 431
Impairment of investment in subsidiaries
5,554 1,021
Total Expenditure
2,62,594 83.1% 2,27,613 80.7%
Profit before tax and exceptional items
53,322 54,266
Provision for Taxation
7,977 2.5% 10,469 3.7%
Net profit for the year 45,345 14.4% 43,797 15.5%
1. REVENUE
The Company derives revenue principally from
technology services provided to clients from
various industries.
The revenue increased to ` 292,254 Million in
fiscal 2020 from ` 272,281 Million in fiscal 2019,
growth of 7.3% The increase in revenue is due to
increase in number of clients served & increase in
business from these clients.
Consolidated Revenue
Consolidated Revenue for fiscal 2020 was
` 368,677 Million compared to ` 347,421 Million in
fiscal 2019, growth of 6.1%.
Consolidated revenue by Geography
Revenue from Americas was 48.1% in fiscal 2020
compared to 47.2% in fiscal 2019 while the share
of revenue attributable to Europe was 26.9% in
fiscal 2020 compared to 29.3% in the previous
year. Revenue from Rest of the World (including
India) as a percentage of total revenue was 25%
in fiscal 2020 compared to 23.5% in fiscal 2019.
Consolidated revenue by Vertical
For fiscal 2020, revenue from Communications
was 41.6 % compared to 41.2% in previous year.
Revenue from Manufacturing was 18.1 % in fiscal
2020 compared to 20.2% in fiscal 2019. Revenue
from Technology, Media & Entertainment was
7.7 % in fiscal 2020 compared to 7.2% in fiscal
2019. Revenue from Banking, financial services &
insurance was 13.6% in fiscal 2020 compared to
13.4% in fiscal 2019. Revenue from Retail Transport
& Logistics was 6.9% in fiscal 2020 compared to
6.4% in fiscal 2019. Revenue from Others was 12.1%
in fiscal 2020 compared to 11.5% in previous year.
Consolidated Revenue by Segment
For fiscal 2020, 90.7% of revenue came from IT
services, whereas 9.3% of revenue came from BPO
services. The revenue share for fiscal 2019 from IT
& BPO services was 91.9% & 8.1% respectively.
Statutory Reports
Annual Report 2019-20 133
2. OTHER INCOME STANDALONE
Other income includes interest income, dividend
income, foreign exchange gain/loss and net gain
on disposal of assets & Miscellaneous income.
Interest income mainly consists of interest
received on bank deposits. Dividend income
includes dividend received on long term
investments as well as that received on current
investments. Exchange gain/loss consists of
mark to market gain/loss on ineective hedges,
realized gain/loss and revaluation gain/loss
on translation of foreign currency assets and
liabilities. Other income was ` 23,662 Million in
fiscal 2020 compared to ` 9,598 Million in fiscal
2019. The increase in other income was mainly
due to dividend received from subsidiary, higher
foreign exchange gain in current fiscal year and
higher interest income.
3. EXPENDITURE STANDALONE
(` in Millions)
Particulars
Fiscal 2020 Fiscal 2019
`
(In Million)
% of Total
Expenditure
`
(In Million)
% of Total
Expenditure
Personnel Cost
92,827 35.4% 84,473 37.1%
Subcontracting Expenses
1,16,074 44.2% 1,01,234 44.5%
Operating and Other Expenses
40,798 15.5% 33,862 14.9%
Depreciation
6,674 2.5% 6,592 2.9%
Interest
667 0.3% 431 0.2%
Impairment of investment in subsidiaries
5,554 2.1% 1,021 0.4%
Total Expenses 2,62,594 100.0% 2,27,613 100.0%
Personnel cost includes salaries, wages and
bonus, contribution to provident fund and other
funds share based payment to employees and
sta welfare costs. The increase in personnel cost
in absolute value is due to annual increments.
Subcontracting expenses include cost of direct
contractors and agency contractors to support
current and future business growth.
Operating and other expenses mainly
include travelling expenses, rent, repairs and
maintenance, communication expenses, oce
establishment costs, software packages and
professional fees.
Impairment of Investment in subsidiary
Company owns investments in Subsidiaries and
Associates, which are accounted at cost less
any provision for impairment. The Management
assesses the operations of the subsidiaries/
entities, including the future projections, to
identify indications of diminution in the value of the
investments recorded in the books of accounts.
Based on the performance of subsidiaries and
relevant economic and market indicators which
are adversely impacted as a result of Covid 2019,
the Company has reassessed the recoverable
amount in below subsidiaries as on March 31,
2020.
Since the recoverable amount was lower than
the carrying value of investments, the Company
has recognised impairment loss of ` 5,554 Million
for FY 2019-20 in Subsidiaries Tech Mahindra
Servicos De Informatica Ltda, The Bio Agency,
Tech M Fintech Holding, Sofgen Holding Ltd and
PF Holding. B. V
4. PROFIT BEFORE TAX
Profit before tax was ` 53,322 Million in fiscal
2020 compared to ` 54,266 Million in fiscal 2019.
Profit before tax as a percentage of total revenue
was 18.2% in fiscal 2020 compared to 19.9% in
fiscal 2019.
5. INCOME TAXES
The provision for income tax for the year ended
31st March 2020 was ` 7,977 Million as compared
to ` 10,469 Million in the previous year. The
eective tax rate in these years was 15.0% and
19.3 % respectively. Decrease in Tax % in FY
2019-20 is mainly due to reversal of excess tax
provisions.
6. PROFIT AFTER TAX
Profit after tax was ` 45,345 Million in fiscal 2020
as compared to ` 43,797 Million in fiscal 2019.
Profit after tax as a percentage of revenue was
15.5% in fiscal 2020 and 16.1 % in fiscal 2019.
134
Consolidated PAT
Consolidated PAT (owners of the company) for
fiscal 2020 was ` 40,330 Million as compared
to ` 42,976 Million last fiscal 2019. PAT as a
percentage of revenue is 10.9 % in fiscal 2020 &
12.4 % in fiscal year 2019.
C. CASH FLOW
(` in Millions)
Particulars As at March 31
2020 2019
Net cash flow from
operating activities
23,804 36,337
Net cash flow from (used
in) investing activities
32,521 (15,420)
Net cash flow from (used
in) financing activities
(48,424) (20,360)
Increase (Decrease)
in Cash and Cash
Equivalents
7,901 558
Eect of exchange rate
changes on cash and cash
equivalents
538 129
Cash and cash equivalents
at the beginning of the
year
9,599 8,912
Cash and cash
equivalents at the end of
the year
18,038 9,599
D. IN ACCORDANCE WITH THE SEBI
LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS 2018
AMENDMENT REGULATIONS, 2018,
THE COMPANY IS REQUIRED TO GIVE
DETAILS OF SIGNIFICANT CHANGES
CHANGE OF 25% OR MORE AS
COMPARED TO THE IMMEDIATELY
PREVIOUS FINANCIAL YEAR IN KEY
FINANCIAL RATIOS.
(` in Millions)
Key Financial Ratio
Fiscal
2020
Fiscal
2019
%
change
Debtors Turnover 3.3 3.6 -7%
Inventory Turnover NA NA
Interest Coverage
Ratio
104.3 134.3 -22%
Current Ratio 3.2 2.3 38%
Debt Equity Ratio # 0.00 0.00 0%
Operating Profit
Margin (%)
12.3% 16.9% -5%
Net Profit Margin (%) 15.5% 16.1% -1%
Return on Net worth 21.1% 21.8% -1%
*Ratios are based on Standalone Financials
#
Debts do not include operating leases
Movements in the above ratios are not greater
than 25%, hence not material except for Current
Ratio. Current ratio was lower in FY 18-19 due
to higher current liabilities as they included
contractual obligation for buy back.
E. INTERNAL CONTROL SYSTEMS
The Company maintains adequate internal
control system, which provides, among other
things, reasonable assurance of recording the
transactions of its operations in all material
aspects and of providing protection against
significant misuse or loss of Company’s assets.
The Company uses an Enterprise Resource
Planning (ERP) package, Business Intelligence
and Analytics package, which enhances the
internal control mechanism. The Company also
has a Chief Information Risk Ocer (CIRO) and
Chief Information Ocer (CIO) for overseeing the
Internal Control and Systems.
F. MATERIAL DEVELOPMENTS IN HUMAN
RESOURCES INCLUDING NUMBER OF
PEOPLE EMPLOYED
Being an organization that focuses on staying
at the cutting edge of technology, through our
people, we strive at attracting the best talent
through intensive recruitment drives in premier
engineering and management institutes. During
the year, Tech M saw a net addition of 4,154
professionals through campus recruitment, lateral
hiring and acquisitions. The global headcount of
the Company as on March 31, 2020 was 125,236
as compared to 121,082 as on March 31, 2019.
The IT attrition was 19.1% during the year as
compared to 20.8% in the previous year. The
Company has been working towards retaining
talent by investing in career development
programs, talent engagement initiatives,
employee well-being (personal and professional),
rewards and recognition as well as an empowered
work environment.
Cautionary Statement
Certain statements made in the management
discussion and analysis report relating to the
Company’s objectives, projections, outlook,
expectations, estimates and others may constitute
‘forward-looking statements’ within the meaning
of applicable laws and regulations. Actual results
may dier from such expectations, projections
and so on, whether express or implied. Several
factors could make a significant dierence to the
Company’s operations. These include economic
conditions aecting demand and supply,
government regulations and taxation, natural
calamities and so on over which the Company
does not have any direct control.
Statutory Reports
Annual Report 2019-20 135
SECTION A: GENERAL INFORMATION ABOUT
THE COMPANY
1. Corporate Identity Number (CIN) of the
Company -
L64200MH1986PLC041370
2. Name of the Company –
Tech Mahindra Limited
3. Registered address -
Gateway Building, Apollo Bunder,
Mumbai – 400 001. Tel: +91 22-2289-5500
4. Website -
www.techmahindra.com
5. E-mail id-
investor[email protected] ;
6. Financial Year reported –
April 01, 2019 - March 31, 2020
7. Sector(s) that the Company is engaged in
(industrial activity code-wise) -
Computer Programming, Consultancy and
Related services
8. List three key products/services that the
Company manufactures/provides (as in balance
sheet)
Telecom Services; Consulting; Application
Outsourcing, Infrastructure Outsourcing,
Engineering Services, Business Services Group,
Platform Solutions and Mobile Value Added
Services
9. Total number of locations where business
activity is undertaken by the Company
Refer to page no. 122 in the Annual report
10. Markets served by the Company – Local/State/
National/International
Refer to Management Discussion and Analysis
Report on page no. 120 in the Annual report
SECTION B: FINANCIAL DETAILS OF THE
COMPANY
1. Paid up Capital (INR Mn) 4,829
2. Total Turnover (INR Mn) 292,254
BUSINESS RESPONSIBILITY REPORT
3. Total profit after taxes (INR Mn) 45,345
4. Total Spending on Corporate Social Responsibility
(CSR) as percentage of profit after tax (%) 2.49%
5. List of activities in which expenditure in 4 above
has been incurred: -
Refer to Annexure X, CSR activities for FY 2019-
20 on page no. 95 in the Annual Report
SECTION C: OTHER DETAILS
1. Does the Company have any Subsidiary
Company/ Companies?
Yes. The Company has 156 Subsidiary companies
as on 31st March 2020
2. Do the Subsidiary Company/Companies
participate in the BR Initiatives of the parent
company? If yes, then indicate the number of
such subsidiary company(s)
Yes. Our policies on Code of Conduct and
Corporate Governance are followed across all
Tech Mahindra Limited entities including the 32
wholly owned subsidiaries of Tech Mahindra Ltd.
3. Do any other entity/entities (e.g. suppliers,
distributors etc.) that the Company does business
with, participate in the BR initiatives of the
Company? If yes, then indicate the percentage
of such entity/entities? [Less than 30%, 30-60%,
More than 60%]
Yes, more than 60% of the entities that the company
does business with participate in the BR initiatives
of the Company. The Suppliers and vendors
are important stakeholders of our company
and we value our collaborations with them. We
have a Supply Chain Management policy and a
Supplier Code of Conduct policy, which extends
to all suppliers who conduct business with us.
We also have capacity building workshops for
our top suppliers on the importance of human
rights, labor laws, a sustainable supply chain and
the global trend in the green supply chain. The
Company aims to help suppliers understand the
importance of sustainable development as well
as create a platform for all stakeholders to discuss
their concerns and challenges.
(As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
136
SECTION D: BR INFORMATION
1. DETAILS OF DIRECTOR/DIRECTORS RESPONSIBLE FOR BR
(a) Details of the Director/Director responsible for implementation of the BR policy/policies
1. DIN 00018234
1. Name – Mr. C. P. Gurnani
2. Designation - Managing Director & CEO
(b) Details of the BR head
NO PARTICULARS DETAILS
DIN Number (if applicable) NA
Name Mr. Sandeep Chandna
Designation Chief Sustainability Ocer
Telephone number
e-mail id sandeepch@TechMahindra.com
2. PRINCIPLEWISE AS PER NVGs BR POLICY/POLICIES
Tech Mahindra has in place the Business Responsibility Policy https://cache.techmahindra.com/static/img/
pdf/tech-Mahindra-BRPolicy.pdf which addresses the 9 principles as per the National Voluntary Guidelines
on Social, Environmental and Economic Responsibilities of Business. This policy is applicable to all Tech
Mahindra associates and ensures our business practices are governed by these principles.
P1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
P2: Businesses should provide goods and services that are safe and contribute to sustainability throughout
their life cycle.
P3: Businesses should promote the wellbeing of all employees.
P4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalized.
P5: Businesses should respect and promote human rights.
P6: Businesses should respect, protect, and make eorts to restore the environment.
P7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner.
P8: Businesses should support inclusive growth and equitable development.
P9: Businesses should engage with and provide value to their customers and consumers in a responsible
manner.
Statutory Reports
Annual Report 2019-20 137
(a) Details of compliance (Reply in Y/N)
Sr.
No.
Questions P1:
Ethics and
Transparency
P2:
Sustainable
Services
P3:
Wellbeing
of
employees
P4:
Responsiveness
to Stakeholders
P5:
Respect
Human
Rights
P6:
Environ-
mental
Responsibility
P7:
Public policy
advocacy
P8:
Support
inclusive
growth
P9:
Engagement
with Customers
. Do you have a policy/policies for....
Y Y Y Y Y Y
Y
Note 1
Y Y
. Has the policy been formulated in consultation
with the relevant stakeholders?
Y Y Y Y Y Y Y Y Y
. Does the policy conform to any national/
international standards? If yes, specify? (
words)
Y Y Y Y Y Y NA Y Y
. Has the policy being approved by the Board?
If yes, has it been signed by MD/owner/ CEO/
appropriate Board Director?
Y
Note 2
Y
Note 2
Y
Note 2
Y
Note 2
Y
Note 2
Y
Note 2
Y
Note 2
Y
Note 2
Y
Note 2
. Does the Company have a specified committee
of the Board/Director/Official to oversee the
implementation of the policy?
Y Y Y Y Y Y Y Y Y
. Indicate the link for the policy to be viewed
online?
Y
Note 3
Y
Note 3
Y
Note 3
Y
Note 3
Y
Note 3
Y
Note 3
Y
Note 3
Y
Note 3
Y
Note 3
. Has the policy been formally communicated to
all relevant internal and external stakeholders?
Y Y Y Y Y Y Y Y Y
. Does the Company have in-house structure to
implement the policy/policies?
Y Y Y Y Y Y Y Y Y
. Does the Company have a grievance redressal
mechanism related to the policy/ policies to
address stakeholders’ grievances related to the
policy/policies?
Y Y Y Y Y Y Y Y Y
. Has the Company carried out independent audit/
evaluation of the working of this policy by an
internal or external agency?
Y Y Y Y Y Y Y Y Y
Note : There is no distinct policy on public advocacy. However, the company is aligned to the Mahindra philosophy on policy advocacy
Note : As per the approval matrix of the company, policies are approved by the concerned Unit Heads.
Note : All Tech Mahindra policies are uploaded on the BMS site on the Tech Mahindra intranet for the information and implementation by the internal stakeholders. They are also
available on the Tech Mahindra website
https://www.techmahindra.com/en-in/investors/corporate-governance/
https://www.techmahindra.com/en-in/sustainability/
https://techmahindrafoundation.org/vision-and-csr-policy/
138
Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the
BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year
Within 3-6 months
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this
report? How frequently it is published?
Tech Mahindra has been publishing its standalone Sustainability Reports since 2013-14. The Reports, as per
the GRI standards and aligned to IR and CDSB framework and TCFD recommendations, are accessible on the
Company website https://www.techmahindra.com/en-in/sustainability/
SECTION E: PRINCIPLEWISE PERFORMANCE
PRINCIPLE 1
1. Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend
to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?
The policy relating to ethics, bribery and corruption covers not only Tech Mahindra Limited, but extends
beyond the company to our stakeholders too. The Company has well-defined policies on Anti-corruption
and bribery as well as Code of Conduct, which extends to all stakeholders of the company (internal and
external)and cover all issues relating to ethics, bribery and corruption. Tech Mahindra also has a separate
Supplier Code of Conduct policy for all our suppliers, vendors, and companies who provide us with products
and services.
2. How many stakeholder complaints have been received in the past financial year and what percentage
was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.
There were 1107 CEBC whistle blow complaintsreceived during 2019-20. All whistle blows were redressed
for investigation and suitable actions were taken wherever necessary
PRINCIPLE 2
1. List up to 3 of your products or services whose design has incorporated social or environmental concerns,
risks and/or opportunities.
1 Smart Cities – Smart
Solutions
Tech Mahindra has implemented multi-dimensional Smart Solutions for Jaipur
Development Authority, Gandhinagar and Kanpur Smart Cities.Smart solutions
like Intelligence Transport Management, Adaptive Trac Control, Smart Waste
management, Environment Sensors, Public announcement System, Emergency
Call box and E-Governance applications have improved the eciency
of municipal services, enhanced the security of citizens and promoted a
better quality of life. During the present Covid-19 crisis, the ICCC (Integrated
Command and Control Centre), which enables real time monitoring, has been
converted to a war room. Our smart systems are helping in responding to day-
to-day & emergency situations throughout the city through Intelligent cameras
that help enforce lockdown and curfews; Video Conferencing facilities for
Healthcare professionals to provide medical assistance; Public address system,
emergency call box and variable messaging displays for broadcasting Covid-
related advisory; Analytics and dashboards to help administration with trend
analysis related to Covid-19 hotspots; COVID-19 dashboard to monitor patients,
suspects, quarantined cases and zone wise categorization; Integration with
live video feed and alert monitoring, information on crowd gathering; Citizen
apps and portals to provide awareness on Covid-19 and other details related
to emergency services; Mobile apps and portals transforming all citizen-centric
municipal services to e-Governance services.
Statutory Reports
Annual Report 2019-20 139
2 Blockchain based ePASS
For Covid 19
In the light of gradual rollback of lockdown, Govt of India’s priority is to restart
the economy in a safe and controlled manner. Under the guidance of a high
powered committee set up by the Prime Minister’s Oce, Tech Mahindra is
working with TRAI, Telecom Operators and other solution providers to enable
National Blockchain-based E-PASS platform that connects Local Governments,
Telecoms Operators, Police Departments and Citizens over an existing block-
chain network. This solution is privacy-preserving and can work seamlessly
across state boundaries. It provides accurate and untampered auditable
information and analytics to Govt agencies and law enforcement teams by
use of DLT technology to better control the rollback of lockdown and real
time tracking of COVID situation. The E-PASS will be used by enterprises and
individuals to apply for a mobile-based pass approved by the local Police. The
solution leverages E-PASS portal deployed for Delhi Police by Tech Mahindra.
3 Emergency Response
Management System
As pioneers in implementing the Emergency Response Management System
for Public Health, we have covered nearly 800 Million people across 17 states
in India and saved 1 Million plus lives so far. TechM has developed the original
Emergency Response Management System –a complex and integrated
software solution with a number of features that include a central call center,
Fleet Management, Telematics, Cloud, GPS and Integration with Hospital
Emergency Systems and State Police Communication Networks. This Next Gen
solution transforms the native emergency response system into a holistic and
comprehensive platform. The solution helps to improve emergency response
time, increase ambulance availability, and reduce last mile connectivity
issues, thereby enabling emergency response team to provide high quality
emergency response and care without compromising on speed of the care
delivery. This system is robust enough to take 220K calls per day, attend 26 k
emergencies with an ambulance fleet of 8900 and an average dispatch time
of 3minutes that ensures that the victim reaches the nearest hospital from the
accident site within the GOLDEN HOUR. The overall cost per call is a fraction of
that compared to those implemented and running in leading economies of the
world. TechM has oered this solution to the Federal and State Governments
in India at ZERO COST as part of its Corporate Social Responsibility initiative
to demonstrate its unequivocal commitment to the cause of prevention of
mortality and improvement in reach of emergency care in India.
4 Integrated Rural Health
(IRH)
IRH aims at delivering quality healthcare in a non-clinical setting, leveraging
the convergence of frontier technologies. IRH is a software platform enabling
innovative integrations of mobility, cloud computing and wearable health
monitoring devices. This solution redefines the ways of physician consultations
by using integrated sensors, real-time audio, high-definition videos and being
mobile enabled. This anywhere-anytime access to healthcare has made face-
to-face interactions easier between the patient and the physician and delivers
on its objective of ensuring aordable healthcare for all. The IRH solution
collates patient’s vital data, diagnostics reports and health information on a
single monitoring dashboard, which helps improve decision making, reduce
errors and leads to better outcomes. It also improves the user experience by
enabling continuous monitoring of the patient post discharge and minimizing
patient readmissions. The IRH program has achieved more than 100K
enrolments and is also being deployed under the “Kisan Swasth” initiative in
200 villages, targeting 8 million farmers per annum.
140
5 Innovations at Makers
Lab to handle Covid-19
A COVID-19 chatbot based on our product Entellio, provides useful information
about the pandemic, including how to stay safe, helpline numbers, testing
centres as well as world Covid-19 statistics. https://entellio.techmahindra.com.
The emotional well-being of people in lock down is an important aspect which
we support by games like Crossword and Fight Booster which entertain and
educate people about the pandemic. https://makerslabgame.techmahindra.
com/CoronaFightCrossword/ and https://makerslabgame.techmahindra.com/
CoronaFightBooster/
The SoS Seva application developed, facilitates identification of the needs of
vulnerable people and provides them with a familiar WhatsApp channel to report
issues. The team supported building of the ePass solution for pass distribution
during a curfew situation. We are also building ‘Aproximity’, a proximity detection
app, based on social distancing norms to support the government to handle
situations arising out of lockdown. The Makers lab team also researched and
compared the protein structures of various viruses that gives lab scientists and
practitioners an easy reference guide to kick start vaccination trials/ treatment
in case of an endemic. The SEIR-based disease prediction model was created
to assess the predicted situation with none, full and partial lockdowns and
weighted susceptibility in a given region. https://entellio3.techmahindra.com/
seir-model/. This is further being extended to therapeutic drug research and
predictive virulence to continue our fight against the coronavirus and any such
pandemics that may occur in the future.
2. Does the company have procedures in place for
sustainable sourcing (including transportation)?
Yes
(a) If yes, what percentage of your inputs was
sourced sustainably? Also, provide details
thereof, in about 50 words or so.
Tech Mahindra has a Sustainable Supply Chain
Management Policy and the Suppliers Code of
Conduct policy, both which have to be stringently
followed by our vendors. Tech Mahindra prefers
suppliers with sustainable practices and ability to
deliver on key strategic growth initiatives.
Our approach to sustainable sourcing is:
a) Sourcing with the highest possible
standards aligned with responsible
business practices
b) Raising awareness of sustainable sourcing
with our key suppliers through workshops
and webinars
c) Assessment of vendors focusing on social,
ethical and environmental aspects
90% of inputs are sourced sustainably.
Specifications of CAPEX items are finalized by
considering the vendor’s sustainability aspects
and they have to supply items with desired
specifications. We encourage use of energy star
qualified configuration and recyclable content
while procuring. Our supplier analysis also takes
into account the sourcing strategy of the supplier
and proximity of the supplier to the location
where the order request has been raised. This
helps improve logistics and saves time, cost and
emissions from unwanted transportation through
longer routes. We conduct supplier audits, which
help us understand the potential risks within the
Supply Chain from an ESG (Environmental, Social
and Governance) perspective. We encourage our
Suppliers to track and reduce GHG emissions.
3. Has the company taken any steps to procure
goods and services from local & small producers,
including communities surrounding their place
of work?
The Tech Mahindra Sustainable Supply Chain
Management Policy includes a clause on
procurement of goods and services from
local and small communities. During supplier
evaluation process, if all other factors are on par
between potential suppliers and assessment of
risks associated with them, then the company
will give preference to the local supplier or
small producer and procure goods locally. Most
IT requirements are from Original Equipment
Manufacturers (OEMs) procured globally and so
they cannot be sourced locally. However, the
company encourages sourcing of operational
requirements and consumable services through
Statutory Reports
Annual Report 2019-20 141
local distributors and suppliers. This also helps us
in better inventory, shorter lead-time and logistics
control while reducing transportation emissions
(a) If yes, what steps have been taken to
improve their capacity and capability of
local and small vendors?
Development of Local Vendors
is a continuous process and their
empanelment is done on a regular basis
based on references, direct contacts
and interactions with them. We assess
their policies and programs with respect
to ESG parameters through our Supply
Chain questionnaire, analyze the gaps
and suggest recommendations. We also
conduct Capacity Building Workshop to
help suppliers understand the importance
of sustainable development as well as
create a platform for all stakeholders to
discuss their concerns and challenges.
5. Does the company have a mechanism to
recycle products and waste? If yes what is the
percentage of recycling of products and waste
(separately as <5%, 5-10%, >10%). Also, provide
details thereof, in about 50 words or so.
Yes, >10%. Our focus is to minimize waste to
landfill and ensure proper disposal and recycling
of waste. We have implemented a robust waste
management system of collection, segregation,
storage and disposal. We also have processes
for management of both hazardous and non-
hazardous waste. Hazardous waste including
E-waste is sent to recyclers who has clearances
from the State Pollution Control Board. Scrap
waste is given to vendors periodically for
recycling.
Tech Mahindra has banned single use plastic
across its campuses. More than 300 kg of plastic
has been sent to be recycled and reused for
poly-fuels. The 91.8 ton of E-waste generated
in FY 19-20 was sent for recycling through
government-authorized certified vendors.
Our Organic Waste Converters and
Vermicomposting plants covert organic waste
to manure and have yielded 48.93 ton of
manure which was used for gardening within
the campuses. Sewage Treatment Plants are
set up at all major facilities to recycle and treat
wastewater, which is reused for non-operational
purposes like landscaping and for flushing in
washrooms. More than 590,950 kl of treated STP
water helped in reducing fresh water withdrawal.
We also have rainwater harvesting plants and
pits that help in charging more than 1000 kl of
ground water yearly. The sludge from the STPs is
dried and blended with compost to be used for
gardening.
PRINCIPLE 3
(These are the details of only TML)
1. Please indicate the Total number of employees.
106400
2. Please indicate the Total number of employees
hired on temporary/contractual basis. 4416*
3. Please indicate the Number of permanent
women employees. 33038
4. Please indicate the Number of permanent
employees with disabilities 287
5. Do you have an employee association that is
recognized by management?
Tech Mahindra recognizes the right to freedom of
association & encourages associates to connect,
discuss ideas and raise issues through readily
available internal tools and platforms. Although
in India our associates are not part of any trade
Unions, there are internal tools also, readily
available to all associates to share their views,
opinions and ideas across managerial levels and
across the organization. Tech Mahindra follows
the local rules and regulations in the country of
our operations and adheres to these collective
bargaining agreements in European countries
where applicable.
6. What percentage of your permanent employees
is members of this recognized employee
association?
NA
*Previous years reports gave total hiring; this is temporary / contractual hires as on st March
142
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour,
sexual harassment in the last financial year and pending, as on the end of the financial year.
No. Category No of complaints filed during
the financial year
No of complaints pending as
on end of the financial year
Child labour / forced labour / involuntary labour
0 0
Sexual harassment
60 2
Discriminatory Employment
0 0
8. What percentage of your under mentioned
employees were given safety & skill up-
gradation training in the last year? **
(a) Permanent Employees 89.6%
(b) Permanent Women Employees 90.8%
(c) Casual/Temporary/Contractual Employees
71.5%
(d) Employees with Disabilities 95.4%
**Safety & Skill upgradation training includes:
Technical, Behavioral, Process trainings & exams along
with Security related trainings.
PRINCIPLE 4
1. Has the company mapped its internal and
external stakeholders? Yes/No
Yes
2. Out of the above, has the company identified
the disadvantaged, vulnerable & marginalized
stakeholders?
Yes
Are there any special initiatives taken by the
company to engage with the disadvantaged,
vulnerable and marginalized stakeholders. If so,
provide details thereof, in about 50 words or so.
The CSR vision of Tech Mahindra Foundation
(TMF) is ‘Empowerment through Education’.
Under this broad theme, TMF focusses on three
key primary areas of intervention: Education,
Employability, Disability. The Foundation currently
runs 179 projects with 139 NGO partners under
its partnered as well as its directly implemented
programmes across 11 dierent locations in India.
In 2019-20, the Foundation created an impact on
38,337 direct beneficiaries.
The Foundation’s SMART (Skills for Market
Training) is the flagship employability programme
that trains and educates more than 20,000 young
men & women annually to create a skill-based
cadre for the economy. In FY20, this programme
trained 20,315 youth. The Foundation supports
over 109 SMART centres across 11 cities in
India, successfully plugging the demand and
supply gap in manufacturing, IT, capital goods,
banking, and service industries. Tech Mahindra
SMART Academies, the directly-implemented
employability programme, imparts advance-
level skills in healthcare, digital technologies
and logistics industry and work towards constant
curriculum upgradation and placements of the
trained students. Starting with the first Academy
in 2016, TMF now has 7 Academies with a
placement rate of over 70%.
ARISE (All Round Improvement in School
Education) is the Foundation’s flagship
programme in education that works with
government and aided schools to improve
the quality of education for students with the
objective of achieving learning outcomes. ARISE+
is another project under Education that works
with children with disabilities to provide them a
holistic learning environment by mainstreaming
them. Shikshaantar is the teacher’s capacity
building programme. The underlying objective of
this programme is to have ‘Happier Classrooms’.
TMF through its directly implemented project, In-
service Teacher Education Institutes (ITEI) of East
Delhi and North Delhi Municipal Corporations
reached out to empower 3,797 teachers in FY20,
enhancing their teaching capacities to further
them to apply new ideas in the classrooms.
The Foundation encourages Individual Social
Responsibility and aims at motivating Tech
Mahindra associates to volunteer 10 percent of
their free time for CSR activities. In 2019-20, a
total of 32,325 unique volunteers clocked 168,176
hours.
Please refer to https://techmahindrafoundation.
org for further details
PRINCIPLE 5
1. Does the policy of the company on human rights
cover only the company or extend to the Group/
Joint Ventures/Suppliers/Contractors/NGOs/
Others?
Tech Mahindra is committed to be compliant
with all applicable laws on employment, labor
and human rights to ensure implementation
Statutory Reports
Annual Report 2019-20 143
of fair and ethical employment practices. Our
goal is to conduct business with those who
share our commitment to the same principles.
Policies on Human Rights, including the Code of
Ethical Business Conduct, Prevention of Sexual
Harassment and the Whistleblower policies
along with the group Business Responsibility
Policy cover all aspects on Human Rights for the
Company and extend to all stakeholders of Tech
Mahindra.
2. How many stakeholder complaints have been
received in the past financial year and what
percent was satisfactorily resolved by the
management?
There have been no complaints on Human Rights
received in the past financial year
PRINCIPLE 6
1. Does the policy related to Principle 6 cover
only the company or extends to the Group/Joint
Ventures/Suppliers/Contractors/NGOs/others.
Tech Mahindra concentrates on integrating
sustainability into all aspects of the business and
develops strategies based on Environmental,
Social and Governance (ESG) criteria. In our
eorts to achieve responsible growth, we have
developed policies and best practices related to
environmental protection.
We have an Environmental management policy
which applies to all levels of the organization
and across Tech Mahindra facilities, excluding
Sales and Client Oces. We have developed
a Supply Chain Management policy to
strengthen responsible business practices
in our supply chain, The Green procurement
policy encourages suppliers to deliver products/
services with minimal negative impact on the
environment. The Company helps suppliers/
contractors to understand the importance of
sustainable development and create a platform
for stakeholders to discuss their concerns and
challenges.
Our ideology of Environmental Sustainability
is reflected in our rigor, strategic thinking and
commitment towards responsible growth of the
organization. We believe that our operations
should not adversely aect the future of our
society, its ecological balance and life support
functions.
2. Does the company have strategies/ initiatives
to address global environmental issues such
as climate change, global warming, etc? Y/N. If
yes, please give hyperlink for webpage etc.
Yes, the company has strategies and initiatives
to address global environmental issues such
as climate change & global warming. Our
approach towards reducing GHG (Green House
Gas) emissions is to not only improve our
energy eciency but also increase our share of
renewables and adopt clean energy practices. We
are taking various steps to conserve energy and
water. We are committed to reduce our carbon
footprints by taking emission reduction targets
approved by SBTi (Science Based Target initiative)
and boost Green investment by implementing
Carbon Price mechanism. “Making Sustainability
Personal”, a programme driven by Green
Marshals is the next step beyond integrating
sustainability into strategy. The Green Marshals at
TechM are a small band of passionate associates
who spearhead the cause of environment
and sustainability across all our centres. They
encourage and initiate activities and advocacy
campaigns that bring about awareness about the
need and urgency of environmental and climate
change issues.
Please refer to the details in the Integrated
Reports on the below link:
https://www.techmahindra.com/en-in sustainability/
3. Does the company identify and assess potential
environmental risks? Y/N
Yes, we have integrated multi-disciplinary
company-wide risk identification, assessment,
and management processes across our locations.
At Tech Mahindra, Risk assessment is entrusted
with the Enterprise Risk Management Team in
conjunction with various business functions.
We perform complete assessment of risk & its
prioritization, impact, likelihood, magnitude along
with financial impact assessment. Risk analysis
& prioritization is done via systematic tools
usage, scenario analysis, detailed assessment
using TCFD (Taskforce on Climate Related
Financial Disclosures) framework and financial
impact assessment. We perform complete
assessment of risk & its prioritization, impact,
likelihood, magnitude along with financial impact
assessment. The environment and climate
change risks identified are on the below aspects
• PolicyandRegulatory
• Physical-weatherdynamics
• WaterQualityandSecurity
• BrandReputation
• Changingconsumerbehavior
• Technologyandtransition
• Logistics(upstreamanddownstream)
144
We identify and manage short, medium and
long-term impact of climate change and ensure
resilience of business by having mitigation plans
and Business Continuity plans in place.
4. Does the company have any project related to
Clean Development Mechanism? If so, provide
details thereof, in about 50 words or so. Also,
if Yes, whether any environmental compliance
report is filed?
No. But we are developing Green Solutions
to reduce ecological impact. For more details,
please refer our link at https://www.techmahindra.
com/en-in/energy-utilities/
5. Has the company undertaken any other
initiatives on – clean technology, energy
eciency, renewable energy, etc. Y/N. If yes,
please give hyperlink for web page etc.
In the emerging climate risk scenarios, Tech
Mahindra is striving to move towards a low
carbon future while still ensuring business
growth. To reduce our carbon footprint, we
have taken emission targets which is approved
by SBTi (Science Based Targets initiative) and
implemented a Carbon Price mechanism to boost
green investments. We are investing in Green
Solutions like Smart Grid, Smart Cities, Smart
Waste Management Systems, Electric Vehicle
Charging Systems and AI based platforms and
tools to combat climate change. We have taken
various reduction initiatives like a) Retrofitting
with energy ecient equipment (motion sensors,
LEDs, other hardware), consolidation of operations
to increase system eciency, energy savings
and better maintenance quality (b) Increase
renewable sources through onsite installation and
PPAs (Power purchase agreements). (c) Increase
in virtual server infrastructure thus reducing
dependency on physical servers(d) Replacement
of existing data centres with more ecient HVAC
containment & airflow reduction systems and
utilizing natural cooling techniques wherever
possible (e) Encouraging virtual meetings to
reduce Business travel and logistics
Please refer to the details in the Integrated
Sustainability Reports on the below link: https://
www.techmahindra.com/en-in/sustainability/
6. Are the Emissions/Waste generated by the
company within the permissible limits given
by CPCB/SPCB for the financial year being
reported?
Yes
7. Number of show cause/ legal notices received
from CPCB/SPCB which are pending (i.e. not
resolved to satisfaction) as on end of Financial
Year.
An approval for consent to Expansion of project
and Environment clearance for one location is
pending with MPCB & EC as on end of financial
year
PRINCIPLE 7
1. Is your company a member of any trade and
chamber or association? If Yes, Name only those
major ones that your business deals with:
Tech Mahindra is a member of the following major
associations
(a) National Association of Software and
Services Companies (NASSCOM)
(b) Confederation of Indian Industry (CII)
(c) United Nations Global Compact (UNGC)
(d) World Economic Forum (WEF)
Tech Mahindra is also part of the following forums
through our association with the larger M&M
group.
(a) World Business council for Sustainable
Development (WBCSD)
(b) Global Reporting Initiative (GRI)
2. Have you advocated/lobbied through
above associations for the advancement or
improvement of public good? Yes/No; if yes
specify the broad areas ( drop box: Governance
and Administration, Economic Reforms,
Inclusive Development Policies, Energy security,
Water, Food Security, Sustainable Business
Principles, Others)
Tech Mahindra collaborates with the Government
and Industry bodies in the following areas
- Sustainability and climate change actions.
- Leverage technology for Cohesive and
Sustainable World
- Mobilize business to respond to risks of
climate change
- Environmental degradation, climate change
and inclusion
Statutory Reports
Annual Report 2019-20 145
- Transformation through policy advocacy,
knowledge creation, knowledge
dissemination and ‘on-ground’ model
projects.
- Member of the Smart Grid Task Force
which help accelerate the development of
smart grid technologies in the Indian power
sector
- Workshops aimed to facilitate the
development of best practice implementing
a voluntary corporate carbon pricing
program and report on GHG emissions
considering GRI protocols
- Collaboration with NITI Aayog and Smart
City Development Corporation
PRINCIPLE 8
1. Does the company have specified programmes/
initiatives/projects in pursuit of the policy
related to Principle 8? If yes details thereof.
All social initiatives and projects of Tech Mahindra
Ltd are handled by its CSR wing- the Tech
Mahindra Foundation (TMF) which focuses on
three areas of development– school education,
employability, and technical education. A copy of
the CSR policy is available at
https://techmahindrafoundation.org/wp-content/
uploads/2020/06/CSR_POLICY-Tech-M-15062020.
pdf
TMF has been running 179 projects with 139
partners in 11 locations across India. The
Employability programmes SMART and SMART
academies benefitted 20,315 young men and
women in FY 19-20, and has successfully trained
over 100,000 youth over years, maintaining a 75%
annual placement rate. In the area of education,
TMF works with Government Primary Schools
and partner NGOs by supporting initiatives under
its ARISE/ARISE+ /Shikshaantar programme with
the objective of holistic development of school
curriculum along with improvement in learnings
of the students and enhancing capacity building
of teachers. In 2019-20, the student and teacher
beneficiaries were 12,681 and 3,797 respectively.
The Foundation has an inclusive approach
wherein it supports disabled children and youth
through its programmes. Through SMART+
and ARISE+ programmes, the Foundation
helps Persons with Disabilities gain access to
education, earn income and live a dignified life
independently. In FY20, SMART+ impacted 1,566
youth and ARISE+ impacted 2,864 children with
disabilities.
Tech Mahindra volunteering activities are carried
out directly by our associates to create an impact
on the beneficiaries of the partner NGOs and
schools under our CSR agenda. The Foundation
strongly encourages volunteering activities to
inculcate in its associates with the right attitude
towards Individual Social Responsibility while
also furthering the TMF skilling and education
programmes. The Mahindra Group also
invites associates to be part of the Employee
Social Options (ESOPs) where associates are
encouraged to participate in initiatives that help
create a positive impact on the lives of their
beneficiaries.
In 2019-20, 32,325 unique volunteers clocked
168,176 hours under various activities of TMF.
JOSH is the team of internal associates at
TechM who add value to the existing corporate
volunteering agenda. They also take up social
activities as part of their programmes and
encourages volunteering by associates in the
nearby areas of its operations. Tech Mahindra
HR invites associates to be part of the Employee
Social Responsibility Options (ESRO) initiative
where the associate can get funding for the
NGOs where they have been volunteering over a
sustained period of time.
2. Are the programmes/projects undertaken
through in-house team/own foundation/
external NGO/government structures/any other
organization?
Tech Mahindra Foundation implements its
projects in direct mode (Direct Implementation
Projects) as well as through partner NGOs (Partner
Implementation Projects). There are also some
projects done in collaboration with government
organizations.
Direct Implementation Projects for Tech
Mahindra Foundation
Mahindra Educational Institutions (MEI); Tech
Mahindra SMART Academy for Healthcare, New
Delhi, Mohali and Mumbai; Tech Mahindra SMART
Academy for Digital Technologies in Mohali,
Visakhapatnam and Hyderabad (to be launched);
Tech Mahindra SMART Academy for Logistics and
Supply Chain Management in Visakhapatnam
Partner Implementation Projects of Tech
Mahindra Foundation
146
SMART, SMART+, ARISE and ARISE+ programmes
are implemented in partnership with NGO
partners across 11 locations in India.
Projects with Government Organizations:
Shikshaantar (an educator capacity building
programme) is implemented directly in New
Delhi through its EDMC and NDMC-ITEIs (In-
Service teacher Education Institutes), and in
Mumbai, Thane and Pune in partnership with their
respective State Municipal Corporations.
3. Have you done any impact assessment of your
initiative?
Yes. The Employability (SMART) programme has
been assessed by KPMG; the In-Service Teacher
Education Institute (ITEI) by Kantar Public and
Grant Thornton conducted a 10-year impact study
of Tech Mahindra Foundation’s work. Details
available
https://techmahindrafoundation.org/reports/
4. What is your company’s direct contribution to
community development projects- Amount in
INR and the details of the projects undertaken?
Tech Mahindra Foundation spent INR 66.51 Cr
on its Education and Employability programmes
during this financial year.
Please refer to https://techmahindrafoundation.
org for details of our CSR projects.
The spend on Technical Education by Mahindra
Educational Institutions is INR 31.40 Cr
TechM also contributed INR 20 Cr to the PM
CARES FUND for the Covid-19 pandemic.
The total CSR spend in 2019-20 was INR 118.11 Cr
5. Have you taken steps to ensure that this
community development initiative is
successfully adopted by the community? Please
explain in 50 words, or so.
Community involvement is one of the key
elements of CSR implementation programmes.
The SMART programme (Skills for Market
Training) along with the SMART Academies for
Healthcare involve community outreach (door-
to-door) and mobilization to provide employable
skills to young people from vulnerable urban
communities. Some of the other community
interventions involve blood donation camps,
cloth donation, Swachchta Hi Seva drives, ‘Say
No To Plastics’ campaign, which are implemented
through our volunteering programmes.
PRINCIPLE 9
1. What percentage of customer complaints/
consumer cases are pending as on the end of
financial year?
For FY–2019-20, we have addressed all customer
complaints and there are no major customer
grievances pending.
Our customer centric culture spans across the
organization ensuring better services, experience
and a better value for money for our customers.
Customer escalations and complaints are treated
with utmost importance in the organization.
The Customer Centricity Oce tracks all critical
customer escalations and expedites necessary
actions required to close these complaints
quickly. Our Chief Customer Ocer proactively
manages all customer escalations and his contact
details are updated on the external Tech Mahindra
website https://www.techmahindra.com/en-in/
customer-centricity/ for easy access and connect
with all our customers.
2. Does the company display product information
on the product label, over and above what
is mandated as per local laws? Yes/No/N.A. /
Remarks (additional information)
N.A. Tech Mahindra delivers IT services and is not
a product company
3. Is there any case filed by any stakeholder
against the company regarding unfair trade
practices, irresponsible advertising and/or anti-
competitive behaviour during the last five years
and pending as on end of financial year. If so,
provide details thereof, in about 50 words or so.
There has been no case filed by any stakeholder
against Tech Mahindra regarding unfair trade
practices, irresponsible advertising and/or anti-
competitive behaviour during the last five years
4. Did your company carry out any consumer
survey/ consumer satisfaction trends?
Yes, our customer-centric initiatives include meeting
customers pro-actively to understand the pulse on
the ground, monitoring customer concerns and
measuring customer satisfaction. We also run the
P-Sat (Project Satisfaction Survey) and Account level
customer satisfaction survey for all our projects.
Statutory Reports
Annual Report 2019-20 147
Financial
Statements Standalone
-
To the Members of Tech Mahindra Limited
REPORT ON THE AUDIT OF THE STANDALONE
FINANCIAL STATEMENTS
OPINION
We have audited the standalone financial statements
of Tech Mahindra Limited (“the Company”), which
comprise the standalone balance sheet as at 31 March
2020, and the standalone statement of profit and loss
(including other comprehensive income), standalone
statement of changes in equity and standalone
statement of cash flows for the year then ended and
notes to the standalone financial statements, including
a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as
“the standalone financial statements”).
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (“Act”) in the
manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India, of the state of aairs of the Company
as at 31 March 2020, and profit and other comprehensive
income, changes in equity and its cash flows for the
year ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant
to our audit of the standalone financial statements under
the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sucient and appropriate to provide a basis
for our opinion.
EMPHASIS OF MATTER
We draw attention to note 36(B) of the standalone
financial statements, which describes in detail, certain
matters relating to erstwhile Satyam Computer Services
Limited (“erstwhile Satyam”), amalgamated with the
Company with eect from 1 April 2011. The Company’s
management on the basis of current legal status and
external legal opinion, has concluded that claims made
by 37 companies in the City Civil Court, for alleged
advances amounting to ` 12,304 million, to erstwhile
Satyam and presented separately under ‘Suspense
account (net)’ will not sustain on ultimate resolution by
the Court as explained in the aforesaid note.
Our opinion is not modified in respect of this matter.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed
in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
INDEPENDENT AUDITORS’ REPORT
DESCRIPTION OF KEY AUDIT MATTER
Key audit matter How our audit addressed the key audit matter
Revenue recognition – Fixed price contracts
The Company engages in Fixed price
contracts, including contracts with multiple
performance obligations. Revenue recognition
in such contracts involves judgments relating
to identification of distinct performance
obligations, determination of transaction price
for such performance obligations and the
appropriateness of the basis used to measure
revenue recognised over a period.
Our audit procedures included:
Obtained an understanding of the systems, processes and
controls for evaluation of fixed price contracts to identify
distinct performance obligations and recognition of revenue.
Evaluated the design and operating eectiveness of internal
controls including IT controls relating to recording of the
contract value, determining the transaction price, allocation
of consideration to dierent performance obligations,
measurement of eorts incurred and process around estimation
of eorts required to complete the performance obligations
Financial Statements
Annual Report 2019-20 149
In case of Fixed price development contracts
where performance obligations are satisfied
over a period of time, revenue is recognised
using the percentage of completion method
based on management’s estimate of contract
eorts. The estimation of total eorts or
costs involves significant judgement and is
assessed throughout the period of the contract
to reflect any changes based on the latest
available information. These contracts may
also involve recognizing onerous obligations
that require critical estimates to be made by
the management.
In case of Fixed price maintenance contracts,
revenue is recognised either on a straight line
basis or using the percentage of completion
method or at an amount equal to sums billed to
customer, depending on the most appropriate
method that depicts the value of service
delivered to the customer.
Further, in some of the Fixed price contracts,
consideration may be payable to the customer.
Determination of whether such consideration
payable is for a distinct good or service or an
adjustment to the transaction price is also a
matter of judgement.
(Refer note 2.3 (i), 2.8 and 45 to the standalone
financial statements).
and the most appropriate method to recognise revenue.
• On selected sample of contracts, we tested that the
revenue recognised is in accordance with the revenue
recognition accounting standard. We
- evaluated the identification of performance
obligations;
- considered the terms of the contracts to determine
the transaction price, including adjustments for any
sums payable to the customer;
- determined if the Company’s evaluation of
the method used for recognition of revenue is
appropriate;
- tested the Company’s calculation of eorts incurred,
estimation of contract eorts including estimation
of onerous obligation, through a retrospective
review of eorts incurred with estimated eorts;
- assessed appropriateness of contract assets/
unbilled revenue on balance sheet date by
evaluating underlying documentation.
• Tested aged contract assets to assess possible delays
in achieving milestones, which may require a change in
estimated eorts to complete the remaining performance
obligations.
• Evaluated management assessment of the impact on
revenue recognition and consequential impact on the
expected credit loss allowance and other areas of
judgement, including for possible eects, if any from the
COVID-19 pandemic.
• Performed analytical procedures over revenue and
receivables.
Evaluation of uncertain tax positions
The Company operates in multiple global
jurisdictions which require it to estimate its
income tax liabilities according to the tax
laws of the respective tax jurisdiction. Further,
there are matters of interpretation in terms of
application of tax laws and rules to determine
current tax provision and deferred taxes.
The Company’s tax positions are challenged
by the tax authorities on a range of tax matters
including corporate tax and transfer pricing.
The Company has uncertain tax positions
including erstwhile Satyam tax litigations.
This requires Management to make significant
judgements to determine the possible outcome
of uncertain tax positions and consequently has
an impact on related accounting and disclosures
in the standalone financial statements.
Refer note 2.3 (ii), 2.12 and 48 to the standalone
financial statements.
Our audit procedures included:
• Obtained an understanding of the key uncertain tax
positions.
• Obtained a list of updates to tax assessments and tax
litigations during the year, including management’s
assessment of the impact of these updates on the uncertain
tax positions and assessment of possible outcomes. As a
part of this procedure, we also considered external legal
opinions and consultations made by the Company for key
uncertain tax positions.
• Involved our tax experts to test the current tax provisions,
inspect key correspondence and considered legal
precedence and other tax rulings in evaluating the
management’s assessment of uncertain tax positions.
• Evaluated the key assumptions in estimating current tax
provisions and deferred taxes.
• Assessed and tested the presentation and disclosures
relating to taxes.
150
Investment impairment assessment
The Company has investments in subsidiaries
and associates. These investments are
accounted for at cost less impairment. If an
impairment exists, the recoverable amounts of
the above investment are estimated in order to
determine the extent of the impairment loss, if
any.
Determination of triggers for impairment in
value of these investments and recoverable
amount involves significant estimates and
judgements, including those related to the
possible eect of the COVID-19 pandemic.
Refer note 2.3 (iv), 2.7 and 34 to the standalone
financial statements.
Our audit procedures included:
• Evaluation of impairment risk and assessing whether
triggers exist for any investment based on consideration
of external and internal factors aecting the value and
performance of the investment.
• Obtained management assessment of recoverable amount
for investments where impairment risk is identified.
• Where management has used an independent valuer,
evaluated the independent valuer’s competence,
capabilities and objectivity and assessing the valuation
methodology used by the independent valuer to estimate
the fair value of investments.
• Evaluated the mathematical accuracy of the cash flow
projection and assess the underlying key assumptions
in management’s valuation models used to determine
recoverable amount considering external data, including
assumptions of projected EBITDA, revenue growth rate,
terminal growth rates, discount rates, and assessed
the sensitivity of the assumptions on the impairment
assessment and assessed the forecasts against the
historical performance, including the impact of the
COVID-19 pandemic.
• Engaged independent valuation specialist to assist in the
evaluation of assumptions and methodologies used by
the Company in assessment of recoverable value of the
investments.
• Assessed the appropriateness of the related disclosures in
the standalone financial statements.
OTHER INFORMATION
The Company’s management and Board of Directors
are responsible for the Other Information. The Other
Information comprises the information included in the
Company’s annual report, but does not include the
standalone financial statements and our auditors’ report
thereon.
Our opinion on the standalone financial statements
does not cover the Other Information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the Other
Information and, in doing so, consider whether the Other
Information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude
that there is a material misstatement of this Other
Information, we are required to report that fact. We have
nothing to report in this regard.
MANAGEMENT’S RESPONSIBILITY AND
THOSE CHARGED WITH GOVERNANCE FOR
THE STANDALONE FINANCIAL STATEMENTS
The Company’s management and Board of Directors are
responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the
state of aairs, profit/loss and other comprehensive
income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the
Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act; for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls that were operating eectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the standalone financial statements
Financial Statements
Annual Report 2019-20 151
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements,
management and Board of Directors are responsible for
assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern basis
of accounting unless management either intends to
liquidate the Company or to cease operations, or has
no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing
the Company’s financial reporting process.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as a
whole are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these standalone financial
statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sucient and appropriate to provide a basis
for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.
Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial controls with reference to standalone financial
statements in place and the operating eectiveness of
such controls.
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.
Conclude on the appropriateness of management’s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s ability
to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures
in the standalone financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.
Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.
From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1. As required by the Companies (Auditors’ Report)
Order, 2016 (“the Order”) issued by the Central
Government in terms of section 143 (11) of the Act,
we give in the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
(A) As required by Section 143(3) of the Act, we
report that:
152
a) We have sought and obtained all
the information and explanations
which to the best of our knowledge
and belief were necessary for the
purposes of our audit.
b) In our opinion, proper books of
account as required by law have
been kept by the Company so far as
it appears from our examination of
those books.
c) The standalone balance sheet, the
standalone statement of profit and
loss (including other comprehensive
income), the standalone statement of
changes in equity and the standalone
statement of cash flows dealt with by
this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid
standalone financial statements
comply with the Ind AS specified
under section 133 of the Act.
e) On the basis of the written
representations received from the
directors as on 31 March 2020 taken
on record by the Board of Directors,
none of the directors is disqualified
as on 31 March 2020 from being
appointed as a director in terms of
Section 164(2) of the Act.
f) With respect to the adequacy of
the internal financial controls with
reference to standalone financial
statements of the Company and
the operating eectiveness of such
controls, refer to our separate Report
in “Annexure B”.
(B) With respect to the other matters to
be included in the Auditors’ Report in
accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information
and according to the explanations given to
us:
i. The Company has disclosed the
impact of pending litigations as at 31
March 2020 on its financial position
in its standalone financial statements
- Refer Note 30 to the standalone
financial statements;
ii. The Company has made provision,
as required under the applicable law
or accounting standards, for material
foreseeable losses, if any, on long-
term contracts including derivative
contracts- Refer Note 24 to the
standalone financial statements; and
iii. There has been no delay in
transferring amounts, required to be
transferred, to the Investor Education
and Protection Fund by the Company.
(C) With respect to the matter to be included in
the Auditors’ Report under section 197(16):
In our opinion and according to the
information and explanations given to us,
the remuneration paid by the Company to
its directors during the current year is in
accordance with the provisions of Section
197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down
under Section 197 of the Act. The Ministry
of Corporate Aairs has not prescribed
other details under Section 197(16) which
are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Jamil Khatri
Partner
Place: Mumbai
Date: 30 April 2020
Membership No. 102527
UDIN: 20102527AAAAAL2546
Financial Statements
Annual Report 2019-20 153
ANNEXURE A TO THE INDEPENDENT AUDITORS’
REPORT 31 MARCH 2020
With reference to the Annexure referred to in paragraph 1 in “Report on Other Legal and Regulatory Requirements”
of the Independent Auditors’ Report to the Members of the Company on the standalone financial statements for the
year ended 31 March 2020, we report that:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details
and situation of fixed assets.
(b) The Company has a regular program of physical verification of its fixed assets, by which its fixed assets
are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical
verification is reasonable having regard to the size of the Company and the nature of its assets. In
accordance with this program, certain fixed assets were verified during the year and no material
discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of
the records of the Company, title deeds of immovable properties/lease agreements in respect of
immovable properties taken on lease, are held in the name of the Company, except for the following:
Particulars of immoveable
property
Gross Block
at 31 March
2020 (INR
Million)
Net Block
at 31 March
2020 (INR
Million)
Remarks
Freehold land located at
Bahadurpally, Survey No.
62/1A, Qutubullapur Mandal,
Bahadurpally Village, District-
Ranga Reddy, Hyderabad –
500043 measuring 581,711
square meters
190 190 As per the information and
explanations provided to us, after
payment of the stamp duty to the
Registrar of the State of Andhra
Pradesh, the state split into
Andhra Pradesh and Telangana,
due to which the jurisdiction
of the registration office has
changed. The final demand has
not crystallized and the Andhra
Pradesh High Court Order is not
adjudicated
Leasehold land located at
Survey no. 1(P), 3(P), 8(P),
40(P), 7l(P), 109, 152(P),
MIHAN SEZ Area, Nagpur -
441108, admeasuring 518,241
square meters
470 425 As per the information given to us,
the Company has not yet received
the adjudication certificate.
Mutation proceedings will be
initiated after the adjudication
certificate is received from the
authority.
Leasehold land located at
Plot No. S - 1, Maitree Vihar
Road, Chandrasekharpur,
Bhubaneswar-751023,
admeasuring 55,600 square
meters
5 4 As per the information given to
us, the General Administration
Department of Government of
Odisha has not yet issued the letter
communicating the transfer fees
to be paid by the Company. On
such payment, the property will be
registered in the revenue records.
154
(ii) The Company is a service company primarily
engaged in providing information technology and
related services. Accordingly, it does not hold any
physical inventories. Thus, paragraph 3 (ii) of the
Order is not applicable.
(iii) According to the information and explanations
given to us, the Company has not granted any
loans, secured or unsecured, to companies,
firms, limited liability partnerships or other parties
covered in the register maintained under section
189 of the Act. Accordingly, paragraph 3 (iii) (a),
(b) and (c) of the Order are not applicable to the
Company.
(iv) In our opinion and according to the information
and explanations given to us, based on a legal
opinion obtained by management, the Company
has complied with the provisions of Section 185
and 186 of the Act in respect of loans, investments,
guarantees and securities.
(v) As per the information and explanations given to
us, the Company has not accepted any deposits
from the public in accordance with the provisions
of sections 73 to 76 of the Act and the rules
made thereunder. Accordingly, the provisions of
paragraph 3(v) of the Order are not applicable to
the Company.
(vi) The Central Government has not prescribed the
maintenance of cost records under section 148
of the Act, for any of the services rendered by
the Company. Accordingly paragraph 3(vi) of the
order is not applicable.
(vii) (a) According to the information and
explanations given to us and on the basis
of our examination of the records of the
Company, amounts deducted/ accrued in the
books of account in respect of undisputed
statutory dues including Provident Fund,
Employees’ State Insurance, Income Tax,
Goods and Services Tax, duty of Customs,
Cess and other material statutory dues
have generally been regularly deposited
during the year by the Company with the
appropriate authorities.
According to the information and
explanations given to us, no undisputed
amounts payable in respect of Provident
Fund, Employees’ State Insurance, Income
Tax, Goods and Services Tax, duty of
Customs, Cess, and other material statutory
dues were in arrears as at 31 March2020,
for a period of more than six months from
the date they became payable.
(b) According to the information and
explanations given to us, there are no dues
of Income Tax, Service Tax, Sales Tax, Value
Added Tax, Duty of Customs and Goods
and Services Tax which have not been
deposited by the Company on account of
any disputes except for the following:
Name of the Statute
Nature of Dues Gross
amount `
million
*
Amount
paid under
protest `
million
Period to which the
amount relates
Forum where the dispute
is pending
Income Tax Act, 1961 Income Tax 40 - 2004-2005 Supreme Court
Income Tax Act, 1961 Income Tax 5,970 - 2002-2003 to 2007-2008 High Court **
Income Tax Act, 1961 Income Tax 2,890 - 2003-2004 to 2013-2014 Income Tax Appellate
Tribunal
Income Tax Act, 1961 Income Tax 61 - 2005-2006 to 2014-2015 Commissioner of Income
Tax (Appeals)
Income Tax Act, Income Tax - - to - Assessing Ocer #
Finance Act, Service Tax , - to - Supreme Court
Finance Act, Service Tax , - to - Customs Excise &
Service Tax Appellate
Tribunal
Finance Act, Service Tax - High Court
Andhra Pradesh
VAT Act, /
Central Sales Tax
Act,
Value Added Tax/
Sales Tax
- to - High Court
Financial Statements
Annual Report 2019-20 155
Name of the Statute
Nature of Dues Gross
amount `
million
*
Amount
paid under
protest `
million
Period to which the
amount relates
Forum where the dispute
is pending
Maharashtra Value
Added Tax Act,
Value Added
Tax
- - to - Joint Commissioner of
Sales Tax (Appeals)
Central Sales Tax
Act,
Central Sales
Tax (Uttar
Pradesh)
- Additional Commissioner
of Commercial Tax
(Appeals)
Central Sales Tax
Act,
Central Sales
Tax (Gujarat)
- to - Deputy Commissioner
of Commercial Tax
(Appeals)
Andhra Pradesh
Value Added Tax
Act,
Value Added
Tax
-, -
to -
Sales Tax Appellate
Tribunal
Goods and Service tax,
Goods and
service tax
- January – March
Joint Commissioner of
Appeal-Pune States
Ghana – Internal
Revenue
Act and
Income Tax Act
Income Tax /
Withholding
Tax
April to
March
Commissioner General
Tax Code – Gabon VAT and Income-
tax
- Jan to Dec Director General of
Taxation
Tanzania Revenue
Authority
VAT / Income tax
/ Withholding tax
- and Regional Manager of
Tanzania Revenue
Authority
Saudi Arabia – General
Authority
Withholding tax - Manager at General
Authority of Zakat and Tax
Philippines - Bureau of
Internal Revenue
VAT/ Income Tax - Bureau of Internal
Revenue
Uganda tax VAT and
Withholding tax
- – Uganda Revenue Authority
* Income tax demands are after set-o of advance taxes and carry forward losses.
** The above excludes Income-tax Draft Notices of Demand amounting to ` 7,952 Million and ` 9,637 Million for
financial years 2001-2002 and 2006-2007 respectively, issued by the Additional Commissioner of Income-tax
under section 143(3) read with section 147 of the Income-tax Act, 1961, against which the Company has filed its
objections with the Dispute Resolution Panel, which is pending disposal.
# The Company is not aware whether the Department has filed an appeal against the same.
(viii) In our opinion and according to the information and explanations given to us, the Company did not have any
outstanding dues to any bank, government or financial institutions or any debenture holders during the year.
(ix) In our opinion and according to the information and explanations given to us, the Company has not raised
any money by way of initial public oer or further public oer (including debt instruments) or term loans
during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the
Company or no material fraud on the Company by its ocers or employees has been noticed or reported
during the year.
(xi) In our opinion and according to the information and explanation given to us and based on our examination of
the records of the Company, the Company has paid/ provided managerial remuneration in accordance with
156
requisite approvals mandated by the provisions
of section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information
and explanations given to us, the Company is not
a Nidhi Company. Accordingly, paragraph 3(xii) of
the Order is not applicable to the Company.
(xiii) According to the information and explanations
given to us and based on our examination of the
records of the Company, all transactions with
related parties are in compliance with sections
177 and 188 of the Act, where applicable, and the
details of such transactions have been disclosed
in the standalone financial statements as required
by the applicable accounting standards.
(xiv) According to the information and explanations
given to us and based on our examination of the
records of the Company, the Company has not made
any preferential allotment or private placement of
shares or fully or partially convertible debentures
during the year. Accordingly, paragraph 3(xiv) of
the Order is not applicable to the Company.
(xv) According to the information and explanations
given to us and based on our examination of
the records of the Company, the Company has
not entered into any non-cash transactions with
directors or persons connected with them during
the year. Accordingly, paragraph 3(xv) of the
Order is not applicable to the Company.
(xvi) In our opinion and according to the information
and explanations given to us, the Company is not
required to be registered under section 45-IA of
the Reserve Bank of India, 1934.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Jamil Khatri
Partner
Place: Mumbai
Date: 30 April 2020
Membership No. 102527
UDIN: 20102527AAAAAL2546
Financial Statements
Annual Report 2019-20 157
ANNEXURE B TO THE INDEPENDENT
AUDITORS’ REPORT ON THE STANDALONE
FINANCIAL STATEMENTS OF TECH
MAHINDRA LIMITED FOR THE YEAR ENDED
31 MARCH 2020
REPORT ON THE INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
AFORESAID STANDALONE FINANCIAL
STATEMENTS UNDER CLAUSE I OF SUB
SECTION 3 OF SECTION 143 OF THE
COMPANIES ACT, 2013
(Referred to in paragraph 1(A) (f) under ‘Report on
Other Legal and Regulatory Requirements’ section of
our report of even date)
OPINION
We have audited the internal financial controls with
reference to standalone financial statements of Tech
Mahindra Limited (“the Company”) as of 31 March 2020
in conjunction with our audit of the standalone financial
statements of the Company for the year ended on that
date.
In our opinion, the Company has, in all material respects,
adequate internal financial controls with reference
to standalone financial statements and such internal
financial controls were operating eectively as at 31
March 2020, based on the internal financial controls
with reference to standalone financial statements
criteria established by the Company considering the
essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of
Chartered Accountants of India (the “Guidance Note”).
MANAGEMENT’S RESPONSIBILITY FOR
INTERNAL FINANCIAL CONTROLS
The Company’s management and the Board of Directors
are responsible for establishing and maintaining internal
financial controls based on the internal financial controls
with reference to standalone financial statements
criteria established by the Company considering the
essential components of internal control stated in the
Guidance Note. These responsibilities include the
design, implementation and maintenance of adequate
internal financial controls that were operating eectively
for ensuring the orderly and ecient conduct of its
business, including adherence to Company’s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial information, as required under the Companies
Act, 2013 (hereinafter referred to as “the Act”).
AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on the
Company’s internal financial controls with reference to
standalone financial statements based on our audit. We
conducted our audit in accordance with the Guidance
Note and the Standards on Auditing, prescribed under
section 143(10) of the Act, to the extent applicable to
an audit of internal financial controls with reference
to standalone financial statements. Those Standards
and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate
internal financial controls with reference to standalone
financial statements were established and maintained
and whether such controls operated eectively in all
material respects.
Our audit involves performing procedures to obtain
audit evidence about the adequacy of the internal
financial controls with reference to standalone financial
statements and their operating eectiveness. Our
audit of internal financial controls with reference to
standalone financial statements included obtaining
an understanding of such internal financial controls,
assessing the risk that a material weakness exists,
and testing and evaluating the design and operating
eectiveness of internal control based on the assessed
risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of
material misstatement of the standalone financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is
sucient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls
with reference to standalone financial statements.
MEANING OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO
STANDALONE FINANCIAL STATEMENTS
A company’s internal financial controls with reference to
standalone financial statements is a process designed
to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
standalone financial statements for external purposes
in accordance with generally accepted accounting
principles. A company’s internal financial controls with
reference to standalone financial statements include
those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded
as necessary to permit preparation of standalone
financial statements in accordance with generally
158
accepted accounting principles, and that receipts and
expenditures of the company are being made only in
accordance with authorisations of management and
directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection
of unauthorised acquisition, use, or disposition of the
company’s assets that could have a material eect on
the standalone financial statements.
INHERENT LIMITATIONS OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE
TO STANDALONE FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial
controls with reference to standalone financial
statements, including the possibility of collusion or
improper management override of controls, material
misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation
of the internal financial controls with reference to
standalone financial statements to future periods are
subject to the risk that the internal financial controls
with reference to standalone financial statements may
become inadequate because of changes in conditions,
or that the degree of compliance with the policies or
procedures may deteriorate.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Jamil Khatri
Partner
Place: Mumbai
Date: 30 April 2020
Membership No. 102527
UDIN: 20102527AAAAAL2546
Financial Statements
Annual Report 2019-20 159
` in Million
Note No.
As at
March 31, 2020
As at
March 31, 2019
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment , ,
(b) Capital Work-in-Progress ,
(c) Right-of-Use Asset , -
(d) Investment Property ,
(e) Intangible Assets , ,
(f) Financial Assets
(i) Investments , ,
(ii) Trade Receivables - -
(iii) Other Financial Assets , ,
(g) Income Tax Assets (Net) , ,
(h) Deferred Tax Assets (Net) , ,
(i) Other Non-Current Assets , ,
Total Non - Current Assets , ,
Current Assets
(a) Financial Assets
(i) Investments , ,
(ii) Trade Receivables , ,
(iii) Cash and Cash Equivalents , ,
(iv) Other Balances with Banks ,
(v) Loans
(vi) Other Financial Assets , ,
(b) Other Current Assets , ,
Total Current Assets , ,
Total Assets , ,
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital , ,
(b) Other Equity , ,
Total Equity , ,
Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings -
(ii) Lease liabilities , -
(ii) Other Financial Liabilities , ,
(b) Provisions , ,
Total Non - Current Liabilities , ,
Current liabilities
(a) Financial Liabilities
(i) Lease liabilities , -
(ii) Trade Payables
() Dues of micro enterprises and small enterprises (refer note )
() Dues of creditors other than micro enterprises and small
enterprises
, ,
(iii) Other Financial Liabilities , ,
(b) Other Current Liabilities , ,
(c) Provisions , ,
(d) Income Tax Liabilities (Net) , ,
Total Current Liabilities , ,
Suspense Account (Net) B , ,
Total Equity and Liabilities and Suspense Account , ,
See accompanying notes forming part of the Standalone Financial Statements to
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W- C. P. Gurnani T. N. Manoharan
Managing Director & CEO Director
Jamil Khatri
Partner Mukti Khaire M. Rajyalakshmi Rao
Membership No.
Director Director
Manoj Bhat Anil Khatri
Chief Financial Ocer Company Secretary
Mumbai, India,
Date: April ,
Mumbai, India,
Date: April ,
BALANCE SHEET
AS AT MARCH 31, 2020
160
` in Million except Earnings per share
Note No. For the year ended
March 31, 2020 March 31, 2019
I Revenue from Operations 292,254 272,281
II Other Income 23,662 9,598
III Total Income (I +II) 315,916 281,879
IV EXPENSES
Employee Benefit Expenses 92,827 84,473
Subcontracting Expenses 116,074 101,234
Finance Costs 667 431
Depreciation and Amortisation Expense 6,674 6,592
Other Expenses 40,798 33,862
Impairment of non-current investments 5,554 1,021
Total Expenses 262,594
227,613
V Profit before Tax (III-IV) 53,322
54,266
VI Less: Tax Expense
Current Tax 8,813 10,652
Deferred Tax (836) (183)
Total Tax Expense 7,977 10,469
VII Profit after tax (V-VI) 45,345
43,797
VIII Other Comprehensive Income
A I. Items that will not be reclassified to Profit or Loss
(a) Remeasurements of the Defined Benefit Liabilities - gain
/ (loss)
(130) 13
(b) Equity Instruments through Other Comprehensive
Income - gain / (loss)
(9) (101)
II. Income Tax relating to items that will not be reclassified to
Profit or Loss
41 (4)
B I. Items that will be subsequently reclassified to Profit or Loss
(a) Eective portion of gain / (loss) on Designated Portion of
Hedging Instruments in a Cash Flow Hedge (net)
(4,383) 2,513
II. Income Tax relating to items that will be reclassified to Profit
or Loss
1,247 (750)
Total Other Comprehensive Income / (Loss) (A+B) (3,234) 1,671
IX Total Comprehensive Income (VII + VIII) 42,111 45,468
Earnings per Equity Share (Face Value ` ) in `
Basic 46.89 44.57
Diluted 46.56 43.92
See accompanying notes forming part of the Standalone Financial
Statements
to
STATEMENT OF PROFIT AND LOSS
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W- C. P. Gurnani T. N. Manoharan
Managing Director & CEO Director
Jamil Khatri
Partner Mukti Khaire M. Rajyalakshmi Rao
Membership No.
Director Director
Manoj Bhat Anil Khatri
Chief Financial Ocer Company Secretary
Mumbai, India,
Date: April ,
Mumbai, India,
Date: April ,
Financial Statements
Annual Report 2019-20 161
STATEMENTS OF CHANGES IN EQUITY
A. EQUITY SHARE CAPITAL
` in Million
Balance as of April 1, 2018 Changes in equity share capital during the period Balance as at March 31, 2019
4,897 20 4,917
Balance as of April 1, 2019 Changes in equity share capital during the period Balance as at March 31, 2020
4,917 (88) 4,829
B. Other Equity
` in Million
Particulars Share
Application
Money
pending
Allotment
Reserves and Surplus Items of other
comprehensive income
Total
Capital
reserve
Securities
Premium
Share Option
Outstanding
Account
Capital
Redemption
Reserve
Special
Economic Zone
reinvestment
Reserve
Retained
Earnings
Cash Flow
Hedging
Reserve
Equity
Instruments
through Other
Comprehensive
Income
Balance as at April , , , - , () ,
Additions (refer note 33) - - - - - - 8 - - 8
Balance as at April , 23 60 35,387 4,022 - 42 150,503 650 (228) 190,459
Profit for the period - - - - - - 43,797 - - 43,797
Other Comprehensive Income (net of
tax)
- - - - - - 9 1,763 (101) 1,671
Total Comprehensive Income
- - - - - - 43,806 1,763 (101) 45,468
Transfer to Special Economic Zone re-
investment Reserve
- - - - 8,160 (8,160) - - -
Transfer from Special Economic Zone
re-investment Reserve on utilisation
- - - - - (2,232) 2,232 - - -
Contractual obligation for Buyback
(refer note 18(v))
- - (19,453) - - - (103) - - (19,556)
Transfer on allotment of Equity Shares (361) - 343 - - - - - - (18)
Received on exercise of Stock options 366 - - - - - - - - 366
Share Based Payments to Employees
(net)
- - - 1,234 - - - - - 1,234
Dividends (including Tax on Dividend) - - - - - - (16,411) - - (16,411)
Transfer to retained earnings on
account of stock options lapsed
- - - (62) - - 62 - - -
Transfer from share option outstanding
account on exercise of stock options
- - 1,262 (1,262) - - - - - -
Refunded during the period (8) - - - - - - - - (8)
Others - - 2 - - - 23 - - 25
Balance as at March ,
20 60 17,541 3,932 - 5,970 171,952 2,413 (329) 201,559
162
Particulars Share
Application
Money
pending
Allotment
Reserves and Surplus Items of other
comprehensive income
Total
Capital
reserve
Securities
Premium
Share Option
Outstanding
Account
Capital
Redemption
Reserve
Special
Economic Zone
reinvestment
Reserve
Retained
Earnings
Cash Flow
Hedging
Reserve
Equity
Instruments
through Other
Comprehensive
Income
Balance as at April 1, 2019 20 60 17,541 3,932 - 5,970 171,952 2,413 (329) 201,559
Transition impact of Ind AS 116 (refer
note 46)
- - - - - - (78) - - (78)
Restated Balance as at April 1,2019
20 60 17,541 3,932 - 5,970 171,874 2,413 (329) 201,481
Profit for the period - - - - - - 45,345 - - 45,345
Other Comprehensive Income (net of
tax)
- - - - - - (89) (3,136) (9) (3,234)
Total Comprehensive income - - - - - - 45,256 (3,136) (9) 42,111
Transfer to Special Economic Zone re-
investment Reserve
- - - - - 8,049 (8,049) - - -
Transfer from Special Economic Zone
re-investment Reserve on utilisation
- - - - - (2,509) 2,509 - - -
Amount transferred to capital
redemption reserve and expenses on
buyback (refer note 18(v))
- - - - 103 - (132) - - (29)
Transfer on allotment of Equity Shares (480) - 464 - - - - - - (16)
Received on exercise of Stock options 474 - - - - - - - - 474
Share Based Payments to Employees
(net)
- - - 1,382 - - - - - 1,382
Dividend (including Tax on Dividend) - - - - - - (27,522) - - (27,522)
Transfer to retained earnings on
account of lapsed stock options
- - - (59) - - 59 - - -
Transfer from share option outstanding
account on exercise of stock options
- - 1,133 (1,133) - - - - - -
Others (refer note 33) (7) 4 1 - - - 26 - - 24
Balance as at March , 7 64 19,139 4,122 103 11,510 184,021 (723) (338) 217,905
Financial Statements
Annual Report 2019-20 163
Share Application Money pending Allotment:
Money received as advance towards allotment of share capital is recorded as share application money pending
allotment.
Capital Reserve :
Capital Reserve has been created pursuant to scheme of amalgamation of entities with Tech Mahindra Limited, as
approved by the Courts.
Securities Premium :
Securities premium reserve is used to record the premium on issue of shares. The fair value of employee stock
options is recognised in Securities Premium once the shares have been allotted on exercise of the options.
Capital redemption reserve :
As per Companies Act 2013, capital redemption reserve is created when company purchases it’s own shares out
of free reserves or securities premium. A sum equal to nominal value of the shares so purchased is transferred to
capital redemption reserve. The reserve is utilized in accordance with the provisions of section 69 of Companies
Act, 2013
Share Option Outstanding Account :
It represents the fair value of services received against employees stock options outstanding as at balance sheet
date.
Special Economic Zone reinvestment Reserve :
The Special Economic Zone reinvestment reserve has been created out of the profits of eligible SEZ units in terms
of the provisions of section 10AA(1)(ii) of the Income-tax Act,1961. The reserve needs to be utilised by the Company
for acquiring new plant and machinery for the purpose of its business in the terms of section 10AA(2) of the Income-
tax Act,1961.
Retained Earnings:
Retained earnings represents the undistributed profits of the Company accumulated as on Balance Sheet date.
Cash Flow Hedging Reserve :
The cash flow hedging reserve represents the cumulative eective portion of gains or losses arising on changes in
fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will
be reclassified to statement of profit and loss in the period in which the hedged transaction occurs.
Equity Instruments through Other Comprehensive Income:
It represents gain/loss earned on investment in equity instruments valued at fair value through other comprehensive
income.
See accompanying notes forming part of the Standalone Financial Statements
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W- C. P. Gurnani T. N. Manoharan
Managing Director & CEO Director
Jamil Khatri
Partner Mukti Khaire M. Rajyalakshmi Rao
Membership No.
Director Director
Manoj Bhat Anil Khatri
Chief Financial Ocer Company Secretary
Mumbai, India,
Date: April ,
Mumbai, India,
Date: April ,
164
` in Million
For the year ended
March 31, 2020 March 31, 2019
A. Cash Flow from Operating Activities
Profit before Tax 53,322 54,266
Adjustments for :
Depreciation and Amortization Expense 6,673 6,592
(Reversal) / Allowances for Doubtful Receivables / Advances and Deposits and
Bad Debts written o (net)
2,539 1,410
Net (gain) on disposal of Property, Plant and Equipment and Intangible Assets (4) (149)
Finance Costs 667 431
Unrealized Exchange (Gain)/ Loss (net) (2,658) (635)
Share Based Payments to Employees 1,093 1,091
Loss on sale of investment in subsidiaries (Net) 443 -
Provision for Impairment of non current investment 5,554 1,021
Interest Income (2,257) (1,959)
Rental Income (320) (294)
Dividend Income on Investments / Distributions from benefit trust (14,634) (2,689)
Gain on investments carried at fair value through profit and loss ( net) (1,889) (2,212)
48,529 56,873
Changes in working capital :
Trade Receivables and Other Assets (9,518) (15,179)
Trade Payables, Other Liabilities and Provisions (4,186) 8,351
(13,704) (6,828)
Cash generated from operating activities before taxes 34,825 50,045
Income taxes paid, (net) (11,021) (13,708)
Net cash generated from Operating activities (A) 23,804 36,337
B Cash Flow from Investing Activities
Purchase of Property, Plant and Equipment and Intangible Assets (5,789) (5,512)
Proceeds from Sale of Property, Plant and Equipment and Intangible Assets 13 179
Purchase of Mutual Funds, Debentures and Other Investments (316,144) (225,689)
Proceeds from sale/ redemption of Mutual Funds, Debentures and Other
Investments
340,983 203,066
Repayment of Loan by Subsidiaries - 1,597
Dividend Income / Distributions from benefit trust 14,297 2,447
Investment in Associate and Subsidiaries (5,728) (3,019)
Proceeds from sale of Subsidiary 224 6
Rental Income 238 316
Fixed Deposit / Margin Money Placed (530) (73,281)
Fixed Deposit / Margin Money Realized 2,563 83,017
Interest income received 2,394 1,453
Net cash generated from/(used in) Investing activities (B) 32,521 (15,420)
CASH FLOW STATEMENT
Financial Statements
Annual Report 2019-20 165
` in Million
For the year ended
March 31, 2020 March 31, 2019
C. Cash Flow from Financing Activities
Proceeds from Issuance of Equity Shares from exercise of stock options 467 359
Buyback of equity shares (19,556) -
Payment of dividend (including Dividend Distribution Tax thereon) (27,522) (16,411)
Deposits placed / earmarked for buyback of equity shares - (2,106)
Repayment of lease liabilities (1,145) -
Repayment of borrowings (net) - (1,740)
Finance costs paid (668) (462)
Net cash from/(used in) Financing activities (C) (48,424) (20,360)
Net Increase/(decrease) in cash and cash equivalents during the year (D) =
(A+B+C)
7,901 558
Eect of exchange rate changes on cash and cash equivalents (E) 538 129
Cash and Cash Equivalents at the beginning of the year (F) 9,599 8,912
Cash and Cash Equivalents at the end of the year (G) = (D+E+F) (refer note ) 18,038 9,599
See accompanying notes forming part of the Standalone Financial Statements
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W- C. P. Gurnani T. N. Manoharan
Managing Director & CEO Director
Jamil Khatri
Partner Mukti Khaire M. Rajyalakshmi Rao
Membership No.
Director Director
Manoj Bhat Anil Khatri
Chief Financial Ocer Company Secretary
Mumbai, India,
Date: April ,
Mumbai, India,
Date: April ,
166
1. Corporate Information:
Tech Mahindra Limited (referred to as “TechM”
or the “Company”) is a leading provider of
consulting-led integrated portfolio services
to customers which are Telecom Equipment
Manufacturers, Telecom Service Providers and
IT Infrastructure Service Providers, Business
Process Outsourcing Service Providers as well
as Enterprise Solutions Services (BFSI, Retail &
Logistics, Manufacturing, Energy and Utility (E&U),
and Healthcare, Life Sciences, etc.) of Information
Technology (IT) and IT-enabled services delivered
through a network of multiple locations around
the globe. It also provides comprehensive range
of IT services, including IT enabled services,
application development and maintenance,
consulting and enterprise business solutions,
extended engineering solutions and infrastructure
management services to a diversified base of
corporate customers in a wide range of industries
including insurance, banking and financial
services, manufacturing, telecommunications,
transportation and engineering services.
The Company is a public limited company
incorporated and domiciled in India. The address
of its registered oce is Gateway Building, Apollo
Bunder, Mumbai – 400 001. The Company is listed
on Bombay Stock Exchange (BSE) and National
Stock Exchange (NSE).
The Board of Directors approved the standalone
financial statements for the year ended March 31,
2020 and authorized for issue on April 30, 2020.
2. Significant accounting policies:
2.1 Statement of Compliance:
These standalone financial statements have
been prepared in accordance with the Indian
Accounting Standards (referred to as “Ind AS”) as
prescribed under section 133 of the Companies
Act, 2013 read with Companies (Indian Accounting
Standards) Rules as amended from time to time.
2.2 Basis for preparation of standalone financial
statements:
These standalone financial statements are
presented in Indian rupees (“INR”) which is also
the Company’s functional currency. All amounts
have been reported in Indian Rupees Million,
except for share and earnings per share data,
unless otherwise stated. These standalone
financial statements have been prepared on the
historical cost basis and on an accrual basis,
except for certain financial instruments which
are measured at fair values at the end of each
reporting period, as explained in the accounting
policies below. Historical cost is generally based
on the fair value of the consideration given in
exchange for goods and services.
In estimating the fair value of an asset or liability, the
Company takes into account the characteristics
of the asset or liability that market participants
would take into account when pricing the asset
or liability at the measurement date. Fair value for
measurement and/or disclosure purpose in these
standalone financial statements is determined on
such a basis, except for share-based payment
transactions that are within the scope of Ind AS
102 Share-based Payments, leasing transactions
that are within the scope of Ind AS 116 Leases,
and measurements that have some similarities to
fair value but are not fair value, such as ‘value in
use’, in Ind AS 36 Impairment of assets.
2.3 Use of Estimates:
The preparation of standalone financial
statements requires the management of the
Company to make estimates and assumptions
that aect the reported amounts of assets and
liabilities on the date of standalone financial
statements, disclosure of contingent liabilities
as at the date of the standalone financial
statements, and the reported amounts of income
and expenses during the reported period. Actual
results may dier from these estimates. Estimates
and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates
are recognised prospectively.
Critical accounting estimates
i) Revenue Recognition
The Company applies the percentage of
completion method in accounting for its
fixed price development contracts. Use
of the percentage of completion method
requires the Company to estimate the
eorts or costs expended to date (input
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2020
Financial Statements
Annual Report 2019-20 167
method) as a proportion of the total eorts
or costs to be expended. Eorts or costs
expended have been used to measure
progress towards completion as there is
a direct relationship between input and
productivity. Provisions for estimated
losses, if any, on uncompleted contracts are
recorded in the period in which such losses
become probable based on the expected
contract estimates at the reporting date.
Judgement is also required to determine
the transaction price for the contract and
to ascribe the transaction price to each
distinct performance obligation. The
transaction price could be either a fixed
amount of customer consideration or
variable consideration with elements such
as volume discounts, service level credits,
performance bonuses, price concessions
and incentives. The transaction price is
also adjusted for the eects of the time
value of money if the contract includes
a significant financing component. Any
consideration payable to the customer is
adjusted to the transaction price, unless it is
a payment for a distinct product or service
from the customer. The estimated amount
of variable consideration is adjusted in the
transaction price only to the extent that it
is highly probable that a significant reversal
in the amount of cumulative revenue
recognised will not occur and is reassessed
at the end of each reporting period. The
Company allocates the elements of variable
considerations to all the performance
obligations of the contract unless there
is observable evidence that they pertain
to one or more distinct performance
obligations.
The Company exercises judgments while
determining the transaction price allocated
to performance obligations using the
expected cost plus margin approach.
ii) Income taxes and deferred taxes
The major tax jurisdiction for the Company
is India. Significant judgments are involved
in determining the provision for income
taxes including judgment on whether tax
positions are probable of being sustained
in tax assessments. A tax assessment can
involve complex issues, which can only
be resolved over extended time periods.
Deferred tax is recorded on temporary
dierences between the tax bases of assets
and liabilities and their carrying amounts,
at the rates that have been enacted or
substantively enacted at the reporting date.
The ultimate realization of deferred tax
assets is dependent upon the generation
of future taxable profits during the periods
in which those temporary dierences and
tax loss carry forwards become deductible.
The Company considers the expected
reversal of deferred tax liabilities and
projected future taxable income in making
this assessment. The amount of the
deferred tax assets considered realizable,
however, could be reduced in the near term
if estimates of future taxable income during
the carry-forward period are reduced. The
policy for the same has been explained
under Note 2.12.
iii) Property, plant and equipment
Property, plant and equipment represent a
significant proportion of the asset base of the
Company. The charge in respect of periodic
depreciation is derived after determining
an estimate of an asset’s expected useful
life and the expected residual value at the
end of its life. The useful lives and residual
values of Company's assets are determined
by management at the time the asset is
acquired and reviewed at the end of each
reporting period. The lives are based on
historical experience with similar assets as
well as anticipation of future events, which
may impact their life, such as changes in
technology. The policy for the same has
been explained under Note 2.4.
iv) Impairment testing
Investments in subsidiaries and intangible
assets are tested for impairment at least
annually and when events occur or
changes in circumstances indicate that
the recoverable amount of the asset or
cash generating units to which these
pertain is less than its carrying value. The
recoverable amount of cash generating
units is higher of value-in-use and fair
value less cost to dispose. The calculation
of value in use of a cash generating unit
involves use of significant estimates and
assumptions which includes turnover and
earnings multiples, growth rates and net
margins used to calculate projected future
cash flows, risk-adjusted discount rate,
168
future economic and market conditions.
The policy for the same has been explained
under Note 2.7.
v) Provisions
A provision is recognised when the
Company has a present obligation as a
result of a past event and it is probable that
an outflow of resources will be required to
settle the obligation, in respect of which
a reliable estimate can be made. These
are reviewed at each balance sheet date
and adjusted to reflect the current best
estimates. The policy for the same has
been explained under Note 2.16.
vi) Defined benefit plans and compensated
absences
The cost of the defined benefit plans,
compensated absences and the present
value of the defined benefit obligation
are based on actuarial valuation using
the projected unit credit method. An
actuarial valuation involves making various
assumptions that may dier from actual
developments in the future. These include
the determination of the discount rate, future
salary increases and mortality rates. Due to
the complexities involved in the valuation
and its long-term nature, a defined benefit
obligation is highly sensitive to changes
in these assumptions. All assumptions are
reviewed at each reporting date. The policy
for the same has been explained under
Note 2.11.
vii) Expected credit losses on financial assets
The impairment provisions of financial
assets are based on assumptions about risk
of default and expected timing of collection.
The Company uses judgment in making
these assumptions and selecting the inputs
to the impairment calculation, based on
the Company’s past history, customer’s
creditworthiness, existing market conditions
as well as forward looking estimates at the
end of each reporting period. The policy for
the same has been explained under Note
2.7.
viii) Other estimates
The share based compensation expense
is determined based on the Company’s
estimate of equity instruments that will
eventually vest.
ix) Estimation uncertainties relating to the
COVID-19 pandemic
The Company has considered the possible
eects that may result from COVID-19, a
global pandemic, on the carrying amount
of receivables, unbilled revenue, intangible
assets and investments. In developing the
assumptions relating to the possible future
uncertainties in global economic conditions
because of this pandemic, the Company,
as at the date of approval of these financial
statements has used an internal and
external source of information including
economic forecasts. The Company based
on current estimates expects the carrying
amount of the above assets will be
recovered, net of provisions established.
2.4 Property, Plant & Equipment and Intangible
assets:
Property, Plant & Equipment and intangible
assets are stated at cost less accumulated
depreciation/amortisation and net of impairment.
Cost of an item of property, plant and equipment
comprises its purchase price, including import
duties and non-refundable purchase taxes, after
deducting trade discounts and rebates, any
directly attributable costs of bringing the item
to its working condition for its intended use and
estimated cost of dismantling and removing the
item and restoring the site on which it is located.
Subsequent expenditure relating to property,
plant and equipment is capitalized only when
it is probable that future economic benefits
associated with these will flow to the company
and the cost of the item can be measured reliably.
The cost of property, plant and equipment not
available for use as at each reporting date is
disclosed under capital work in progress.
Depreciable amount for assets is the cost of
an asset, less its estimated residual value.
Depreciation on Property, Plant & Equipment
(including assets taken on lease), other than
freehold land, is charged based on the straight
line method on the estimated useful life as
prescribed in Schedule II to the Companies Act,
2013 except in respect of the certain categories
of assets, where the life of the assets has been
assessed based on internal technical estimate,
considering the nature of the asset and estimated
Financial Statements
Annual Report 2019-20 169
usage of the asset, the operating conditions of
the asset, past history of replacement, anticipated
technological changes. The estimated useful lives
of assets are as follows:
Particulars
Life
Buildings
28 years
Plant and Equipment
3 to 5 years
Furniture and Fixtures
5 years
Vehicles
5 years
Computers
3 years
Oce Equipments years
The estimated useful life of intangible assets
(software) is 1 to 10 years and these are amortised
on a straight line basis. Project specific intangible
assets are amortised over their estimated useful
life on a straight line basis or over the period of
the license/project period, whichever is lower.
The estimated useful life and residual values of
Property, Plant & Equipment and Intangible assets
are reviewed at the end of each reporting period.
Assets acquired under leasehold improvements
are amortized over the shorter of estimated useful
life of the asset or the related lease term.
Intellectual Property Rights (‘IPR’) comprise right
to use for licensed software. The Company has
recognised the IPR based on consideration paid.
Subsequent to initial recognition, the intangible
asset is measured at cost, less any accumulated
amortization and accumulated impairment losses.
The IPR’s are amortised over their estimated
useful life of 10 years on a straight line basis.
An item of Property, Plant & Equipment and
intangible asset is derecognised upon disposal or
when no future economic benefits are expected
to arise from the continued use of the asset. Any
gain or loss arising on the disposal or retirement
of an item of Property, Plant & Equipment and
intangible assets is determined as the dierence
between the sales proceeds and the carrying
amount of the asset and is recognised in profit or
loss.
When the use of a property changes from owner
occupied to investment property, the property is
reclassified as investment property at its carrying
amount on the date of reclassification.
2.5 Investment Property:
Investment properties are measured initially at
cost, including transaction costs. Subsequent
to initial recognition, investment properties are
measured at cost less accumulated depreciation
and accumulated impairment losses, if any in
accordance with Ind AS 16 Property, Plant and
Equipment.
An investment property is derecognised upon
disposal or when the investment property is
permanently withdrawn from use and no future
economic benefits are expected from disposal.
Any gain or loss arising on derecognition of the
property (calculated as the dierence between
the net disposal proceeds and the carrying
amount of the asset) is included in profit or loss in
the period in which the property is derecognised.
Useful life of investment properties:
Particulars
Life
Buildings
28 years
Plant and Equipment
3 to 5 years
Furniture and Fixtures
5 years
Oce Equipments years
2.6 Leases:
At inception of the contract, the Company
determines whether the contract is a lease or
contains a lease arrangement. A contract is,
or contains, a lease if the contract conveys the
right to control the use of an identified asset for a
period of time in exchange for consideration.
Company as a lessee
The Company recognises right-of-use asset
representing its right to use the underlying asset
for the lease term at the lease commencement
date. The cost of the right-of-use asset measured
at inception shall comprise of the amount of
the initial measurement of the lease liability
adjusted for any lease payments made at or
before the commencement date less any lease
incentives received, plus any initial direct costs
incurred and an estimate of costs to be incurred
by the lessee in dismantling and removing the
underlying asset or restoring the underlying
asset or site on which it is located. The right-of-
use assets is subsequently measured at cost
less any accumulated depreciation, accumulated
impairment losses, if any and adjusted for any
remeasurement of the lease liability. The right-of-
use assets is depreciated using the straight-line
method from the commencement date over the
shorter of lease term or useful life of right-of-use
asset. The estimated useful lives of right-of-use
assets are determined on the same basis as
170
those of property, plant and equipment. Right-of-
use assets are tested for impairment whenever
there is any indication that their carrying amounts
may not be recoverable. Impairment loss, if any, is
recognised in the standalone statement of profit
and loss.
The Company measures the lease liability at
the present value of the lease payments that
are not paid at the commencement date of
the lease. The lease payments are discounted
using the interest rate implicit in the lease, if
that rate can be readily determined. If that rate
cannot be readily determined, the Company
uses incremental borrowing rate. For leases with
reasonably similar characteristics, the Company,
on a lease by lease basis, may adopt either the
incremental borrowing rate specific to the lease
or the incremental borrowing rate for the portfolio
as a whole. The lease payments shall include
fixed payments, variable lease payments, residual
value guarantees, exercise price of a purchase
option where the Company is reasonably certain
to exercise that option and payments of penalties
for terminating the lease, if the lease term reflects
the lessee exercising an option to terminate
the lease. The lease liability is subsequently
remeasured by increasing the carrying amount
to reflect interest on the lease liability, reducing
the carrying amount to reflect the lease payments
made and remeasuring the carrying amount to
reflect any reassessment or lease modifications
or to reflect revised in-substance fixed lease
payments.
The Company recognises the amount of the re-
measurement of lease liability as an adjustment to
the right-of-use asset. Where the carrying amount
of the right-of-use asset is reduced to zero and
there is a further reduction in the measurement
of the lease liability, the Company recognises
any remaining amount of the re-measurement in
standalone statement of profit and loss.
The Company has elected not to apply the
requirements of Ind AS 116 to short-term leases of
all assets that have a lease term of 12 months or
less and leases for which the underlying asset is
of low value. The lease payments associated with
these leases are recognized as an expense on a
straight-line basis over the lease term.
Company as a lessor
At the inception of the lease the Company
classifies each of its leases as either an operating
lease or a finance lease. The Company recognises
lease payments received under operating leases
as income on a straight- line basis over the lease
term. In case of a finance lease, finance income
is recognised over the lease term based on a
pattern reflecting a constant periodic rate of
return on the lessor’s net investment in the lease.
When the Company is an intermediate lessor it
accounts for its interests in the head lease and
the sub-lease separately. It assesses the lease
classification of a sub-lease with reference to the
right-of-use asset arising from the head lease, not
with reference to the underlying asset. If a head
lease is a short term lease to which the Company
applies the exemption described above, then it
classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease
components, the Company applies Ind AS 115
Revenue to allocate the consideration in the
contract.
Refer note 2.6 – Significant accounting policies –
Leases in the Annual report of the Company for
the year ended March 31, 2019, for the policy as
per Ind AS 17.
2.7 Impairment of Assets:
i) Financial assets
The Company applies the expected credit
loss model for recognizing impairment loss on
financial assets.
Expected credit loss is the dierence between
the contractual cash flows and the cash flows that
the entity expects to receive discounted using
eective interest rate.
Loss allowances for trade receivables are
measured at an amount equal to lifetime expected
credit losses. Lifetime expected credit losses are
the expected credit losses that result from all
possible default
events over the expected life of a financial
instrument. Lifetime expected credit loss is
computed based on a provision matrix which
takes into account historical credit loss experience
adjusted for forward looking information. For
other financial assets, expected credit loss is
measured at the amount equal to twelve months
expected credit loss unless there has been
a significant increase in credit risk from initial
recognition, in which case, those are measured at
lifetime expected credit loss.
Financial Statements
Annual Report 2019-20 171
ii) Non-financial assets
Property, plant and equipment and intangible
assets with finite life are evaluated for recoverability
whenever there is any indication that their
carrying amounts may not be recoverable. If any
such indication exists, the recoverable amount
(i.e. higher of the fair value less cost to sell and
the value-in-use) is determined on an individual
asset basis unless the asset does not generate
cash flows that are largely independent of those
from other assets. In such cases, the recoverable
amount is determined for the Cash Generating
Unit (CGU) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is
estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced
to its recoverable amount. An impairment loss is
recognised in the standalone statement of profit
and loss.
2.8 Revenue recognition:
Revenue from information technology and
business process outsourcing services include
revenue earned from services rendered on
‘time and material’ basis, time bound fixed price
engagements and fixed price development
contracts.
Revenue is recognised upon transfer of control
of promised products or services to customers
in an amount that reflects the consideration the
Company expects to receive in exchange for
those products or services, net of indirect taxes,
discounts, rebates, credits, price concessions,
incentives, performance bonuses, penalties, or
other similar items.
Revenue from time and material contracts is
recognised as the related services are performed
and revenue from the end of the last invoicing
to the reporting date is recognised as unbilled
revenue.
Revenue from fixed price maintenance contracts
is recognised based on the right to invoice for
services performed for contracts in which the
invoicing is representative of the value being
delivered. If invoicing is not consistent with value
delivered, revenue is recognized as the services
are performed. When services are performed
through an indefinite number of repetitive acts
over a specified period, revenue is recognised
on a straight-line basis over the specified period
unless some other method better represents the
manner in which services are performed.
Revenue on fixed price development contracts is
recognised using the ‘percentage of completion’
method of accounting, unless work completed
cannot be reasonably estimated. Percentage of
completion is determined based on project costs
incurred to date as a percentage of total estimated
project costs required to complete the project.
The cost expended (or input) method has been
used to measure progress towards completion
as there is a direct relationship between input
and productivity. If the Company does not have
a sucient basis to measure the progress of
completion or to estimate the total contract
revenues and costs, revenue is recognised
only to the extent of contract cost incurred for
which recoverability is probable. When total cost
estimates exceed revenues in an arrangement,
the estimated losses are recognised in the
standalone statement of profit and loss in the
period in which such losses become probable
based on the current contract estimates.
The solutions oered by the Company may
include supply of third party equipment or
software. In such cases, revenue for supply of
such third party products are recorded at gross
or net basis depending on whether the Company
is acting as the principal or as an agent of the
customer. The Company recognises gross amount
of consideration as revenue when it is acting as
a principal and net amount of consideration as
revenue when it is acting as an agent.
Contracts assets are recognised when there
is excess of revenue earned over billings on
contracts. Contract assets are classified as
unbilled revenue when there is unconditional
right to receive cash, and only passage of time is
required, as per contractual terms.
Contract liability (“Unearned revenue”) arises
when there are billing in excess of revenue.
In arrangements for hardware and software
implementation and integration, related services
and maintenance services, the Company has
applied the guidance in Ind AS 115 by applying
the revenue recognition criteria for each distinct
performance obligation. For allocating the
transaction price, the Company has measured
the revenue in respect of each performance
obligation of a contract at its relative standalone
selling price. The price that is regularly charged for
an item when sold separately is the best evidence
of its standalone selling price. In cases where the
172
Company is unable to determine the standalone
selling price, the Company uses the expected
cost plus margin approach in estimating the
standalone selling price. Fixed price development
contracts and related services, the performance
obligation is satisfied as and when the services
are rendered since the customer generally
obtains control of the work as it progresses.
Revenue from licenses where the customer
obtains a ‘right to use’ the licenses is recognised
at the time the license is made available to the
customer. Revenue from licenses where the
customer obtains a ‘right to access’ is recognised
over the access period. The Company has
applied the principles of Ind AS 115 to account for
revenues for these performance obligations.
The Company recognises revenue for a sales-
based or usage-based royalty promised in
exchange for a license of intellectual property
only when (or as) the subsequent sale or usage
occurs.
The Company accounts for volume discount and
pricing incentives to customers as a reduction
based on ratable allocation of the discounts/
incentives amount to each of the underlying
performance obligation that corresponds to the
progress made by the customer towards earning
the discount/incentive. Also, when the level of
discount varies with increases in levels of revenue
transactions, the Company recognises the liability
based on its estimate of the customer’s future
purchases. If it is probable that the criteria for the
discount will not be met, or if the amount thereof
cannot be estimated reliably, then discount is not
recognised until the payment is probable and the
amount can be estimated reliably. The Company
recognises changes in the estimated amount of
obligations for discounts in the period in which
the change occurs.
Deferred contract costs are upfront costs incurred
for the contract and are amortized on a systematic
basis that is consistent with the transfer to the
customer of the goods or services to which the
asset relates.
Contract modifications are accounted for when
additions, deletions or changes are approved
either to the contract scope or contract price.
The accounting for modifications of contracts
involves assessing whether the services added to
an existing contract are distinct and whether the
pricing is at the standalone selling price. Services
added that are not distinct are accounted for
on a cumulative catch up basis, while those are
distinct are accounted for prospectively, either
as a separate contract, if the additional services
are priced at the standalone selling price, or as a
termination of the existing contract and creation
of a new contract if not priced at the standalone
selling price.
The Company disaggregates revenue from
contracts with customers by nature of services,
geography and industry verticals.
Dividend income is recognised when the
Company’s right to receive dividend is
established. Interest income is recognised using
eective interest rate method.
Rental income from the investment property is
recognised in standalone statement of profit
and loss on a straight-line basis over the term of
lease except where the rentals are structured to
increase in line with expected general inflation.
2.9 Foreign currency transactions:
Foreign currency transactions are recorded at
exchange rates prevailing on the date of the
transaction. Foreign currency denominated
monetary assets and liabilities are restated into
the functional currency using exchange rates
prevailing on the date of Balance Sheet. Gains
and losses arising on settlement and restatement
of foreign currency denominated monetary assets
and liabilities are recognised in the profit or loss.
2.10 Financial Instruments:
Financial assets and liabilities are recognised
when the Company becomes a party to the
contractual provisions of the instruments.
Financial assets and liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted
from the fair value measured on initial recognition
of financial asset or financial liability. Transaction
costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value
through profit or loss are recognised in profit or
loss.
Financial Statements
Annual Report 2019-20 173
i) Non-derivative financial instruments:
Cash and cash equivalents
The Company considers all highly liquid
financial instruments, which are readily
convertible into known amounts of cash
and that are subject to an insignificant
risk of change in value and having original
maturities of three months or less from the
date of purchase, to be cash equivalents.
Financial assets at amortised cost
Financial assets are subsequently
measured at amortised cost using the
eective interest method less impairment
losses, if these financial assets are held
within a business model whose objective
is to hold these assets in order to collect
contractual cash flows and the contractual
terms of the financial asset give rise on
specified dates to cash flows that are solely
payments of principal and interest on the
principal amount outstanding.
Financial assets at fair value
Financial assets not measured at amortised
cost are carried at fair value through profit
or loss (FVTPL) on initial recognition,
unless the Company irrevocably
elects on initial recognition to present
subsequent changes in fair value in ‘other
comprehensive income’, for investment in
equity instruments which are not held for
trading.
The Company, on initial application of IND
AS 109 Financial Instruments, has made
an irrevocable election to present in ‘other
comprehensive income’, subsequent
changes in fair value of equity instruments
not held for trading.
Financial asset at FVTPL, are measured
at fair values at the end of each reporting
period, with any gains or losses arising on
remeasurement recognised in profit or loss.
Investment in subsidiaries
Investment in subsidiaries is carried at
cost less impairment as per Ind AS 27
Consolidated and Separate Financial
Statements.
Financial liabilities
Financial liabilities are subsequently
carried at amortised cost using the
eective interest rate method or at FVTPL.
For financial liabilities carried at amortised
cost, the carrying amounts approximate fair
values due to the short term maturities of
these instruments. Financial liabilities are
classified as at FVTPL when the financial
liability is either contingent consideration
recognised in a business combination, or
is held for trading or it is designated as
FVTPL. Financial liabilities at FVTPL are
stated at fair value, with any gains or losses
arising on remeasurement recognised in
profit and loss.
ii) Derivative financial instruments and
hedge accounting
The Company is exposed to foreign
currency fluctuations on foreign currency
assets, liabilities and forecasted cash
flows denominated in foreign currency.
The Company uses foreign currency
forward contracts / options to hedge its
risks associated with foreign currency
fluctuations relating to certain forecasted
transactions. The Company designates
some of these forward contracts / options
as hedge instruments and accounts for
them as cash flow hedges applying the
recognition and measurement principles
set out in Ind AS 109.
The use of foreign currency forward
contracts / options is governed by the
Company’s risk management policy
approved by the Board of Directors, which
provide written principles on the use of
such financial derivatives consistent with
the Company’s risk management strategy.
The counter party to the Company’s
foreign currency forward contracts is
generally a bank. The Company does not
use derivative financial instruments for
speculative purposes.
Foreign currency forward contract/
option derivative instruments are initially
measured at fair value and are re-measured
at subsequent reporting dates. Changes in
the fair value of these derivatives that are
designated and eective as hedges of
future cash flows are recognised in other
comprehensive income and accumulated
174
under ‘eective portion of cash flow
hedges’ (net of taxes), and the ineective
portion is recognised immediately in the
standalone statement of profit and loss.
Amounts previously recognised in other
comprehensive income and accumulated
in eective portion of cash flow hedges are
reclassified to the standalone statement of
profit or loss in the same period in which
gains/losses on the item hedged are
recognised in the standalone statement of
profit or loss.
Changes in the fair value of derivative
financial instruments that do not qualify for
hedge accounting are recognised in the
standalone statement of profit and loss as
they arise.
Hedge accounting is discontinued when
the hedging instrument expires or is sold,
terminated, or exercised, or no longer
qualifies for hedge accounting. Cumulative
gain or loss on the hedging instrument
classified as eective portion of cash
flow hedges is classified to standalone
statement of profit and loss when the
forecasted transaction occurs. If a hedged
transaction is no longer expected to occur,
the net cumulative gain or loss recognised
in eective portion of cash flow hedges is
transferred to the standalone statement of
profit and loss for the period.
iii) Derecognition of financial instruments
The Company derecognises a financial
asset when the contractual rights to
the cash flows from the asset expire, or
when it transfers the financial asset and
substantially all the risks and rewards of
ownership of the asset to another party.
If the Company retains substantially
all the risk and rewards of transferred
financial assets, the Company continues
to recognise the financial asset and also
recognises the borrowing for the proceeds
received.
The Company derecognises financial
liabilities when, and only when, the
Company’s obligation are discharged,
cancelled or have expired.
iv) Financial Guarantee contracts
Financial guarantee contracts issued by the
Company are initially measured at fair value
and subsequently measured at the higher of
the amount of loss allowance determined in
accordance with impairment requirements
of Ind AS 109; and the amount initially
recognised less, when appropriate, the
cumulative amount of income recognised
in accordance with the principles of Ind AS
115.
2.11 Employee Benefits:
a. Defined benefit plans:
For defined benefit plans, the cost of providing
benefits is determined using the Projected
Unit Credit Method, with actuarial valuations
being carried out at each balance sheet date.
Remeasurement, comprising actuarial gains and
losses, the eect of the changes to the asset
ceiling and the return on plan assets (excluding
interest), is reflected immediately in the balance
sheet with a charge or credit recognised in other
comprehensive income in the period in which
they occur. The gratuity plan provides for a lump
sum payment to employees at retirement, death,
incapacitation or termination of the employment
based on the respective employee’s last drawn
salary and the tenure of the employment.
b. Defined contribution plans:
(i) Provident fund:
The eligible employees of the Company
are entitled to receive the benefits of
Provident fund, a defined contribution plan,
in which both employees and the Company
make monthly contributions at a specified
percentage of the covered employees’
salary (currently at 12% of the basic salary)
which are charged to the standalone
statement of profit and loss on accrual
basis. The provident fund contributions
are paid to the Regional Provident Fund
Commissioner by the Company. The
Company has no further obligations for
future provident fund.
Financial Statements
Annual Report 2019-20 175
(ii) Superannuation and ESIC:
Contributions to Superannuation fund and
employees’ state insurance scheme (ESI),
which are defined contribution schemes,
are charged to the standalone statement of
profit and loss on an accrual basis.
The Company has no further obligations for
future superannuation fund benefits other
than its annual contributions.
c. Compensated absences:
The Company provides for compensated
absences and long term service awards
subject to Company’s rules. The
employees are entitled to accumulate
leave subject to certain limits, for future
encashment or availment. The liability is
accrued based on the number of days of
unavailed leave at each Balance Sheet
date and the awards are accrued based on
number of years of service of an employee.
It is measured at the balance sheet date
on the basis of an independent actuarial
valuation using the Projected Unit Credit
method.
Actuarial gains and losses are recognised
in full in the standalone statement of profit
and loss in the period in which they occur.
The Company also oers a short term benefit
in the form of encashment of unavailed
accumulated compensated absences above
certain limits for all of its employees and
same is recognised as undiscounted liability
at the balance sheet date.
d. Other short term employee benefits:
Other short-term employee benefits such
as overseas social security contributions
and performance incentives expected to
be paid in exchange for services rendered
by employees, are recognised in the
standalone statement of profit and loss
during the period when the employee
renders the service.
2.12 Taxation:
Tax expense comprises of current tax and
deferred tax. The tax rates and tax laws used
to compute the current tax amount are those
that are enacted or substantively enacted as at
the reporting date and applicable for the period.
Current tax is measured at the amount expected
to be paid to / recovered from the tax authorities,
based on estimated tax liability computed after
taking credit for allowances and exemptions in
accordance with the local tax laws existing in the
respective countries.
Current and deferred tax are recognised in profit
or loss, except when they relate to items that are
recognised in other comprehensive income or
directly in equity, in which case, the income taxes
are recognised in other comprehensive income
or directly in equity, respectively.
The current income tax expense includes income
taxes payable by the Company and its branches
in India and overseas. The current tax payable
by the Company in India is Indian income tax
payable on worldwide income after taking credit
for tax relief available for export operations
in Special Economic Zones (SEZs). Current
income tax payable by overseas branches of the
Company is computed in accordance with the tax
laws applicable in the jurisdiction in which the
respective branch operates. The proportionate
credit for the taxes paid outside India are generally
available for set o against the Indian income tax
liability of the Company’s worldwide income.
Advance taxes and provisions for current income
taxes are presented in the statement of financial
position after o-setting advance tax paid and
income tax provision arising in the same tax
jurisdiction and where the relevant tax paying
unit has a legally enforceable right and intends to
settle the asset and liability on a net basis.
Deferred income taxes
Deferred income tax is recognised using the
balance sheet approach. Deferred income tax
assets and liabilities are recognised for deductible
and taxable temporary dierences arising
between the tax base of assets and liabilities and
their carrying amount.
Deferred income tax assets are recognised to
the extent it is probable that taxable profit will be
available against which the deductible temporary
dierences and the carry forward of unused tax
credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable that
sucient taxable profit will be available to allow
all or part of the deferred income tax asset to be
utilised.
176
Deferred tax assets and liabilities are measured
using substantively enacted tax rates expected
to apply to taxable income in the years in which
the temporary dierences are expected to be
recovered or settled.
Deferred tax assets include Minimum Alternative
Tax (MAT) paid in accordance with the tax laws
in India. MAT credit is recognised for future
economic benefits in the form of adjustment of
future income tax liability and is considered as
an asset if there is probable evidence that the
Company will pay normal income tax.
Deferred tax assets and liabilities are oset when
it relates to income taxes levied by the same
taxation authority and the relevant entity intends
to settle its current tax assets and liabilities on a
net basis.
In cases, where the tax on dividend from a
foreign subsidiary is allowed as a set o against
the Company’s own dividend distribution tax
(DDT) liability, then the amount of tax paid on
foreign dividend is recognised in the statement of
changes in equity.
The Company recognises interest levied and
penalties related to income tax assessments in
interest expenses.
2.13 Employee Stock Option Plans:
Equity instruments granted are measured by
reference to the fair value of the instrument at the
date of grant. The equity instruments generally
vest in a graded manner over the vesting period.
The fair value determined at the grant date is
expensed over the vesting period of the respective
tranches of such grants (accelerated amortization).
The share based compensation expense is
determined based on the Company’s estimate of
equity instruments that will eventually vest.
The expense is recognised in the statement of
profit and loss with a corresponding increase to
the ‘share option outstanding account’, which is a
component of equity.
2.14 Research and development:
Research costs are recognised as an expense
in the standalone statement of profit and loss in
the period they are incurred. Development costs
are recognised in the standalone statement of
profit and loss unless technical and commercial
feasibility of the project is demonstrated, future
economic benefits are probable, the Company
has an intention and ability to complete the
development project and use the asset and the
costs can be measured reliably.
2.15 Earnings per Share:
Basic earnings per share is calculated by dividing
the net profit for the period attributable to equity
shareholders by the weighted average number
of equity shares outstanding during the period.
The weighted average number of equity shares
outstanding during the period are adjusted for
any bonus shares issued during the period.
For calculating diluted earnings per share, the
net profit for the period attributable to equity
shareholders and the weighted average number
of shares outstanding during the period are
adjusted for the eects of all dilutive potential
equity shares. The dilutive potential equity shares
are adjusted for the proceeds receivable had the
equity shares been actually issued at fair value
(i.e. the average market value of the outstanding
equity shares).
2.16 Provisions and Contingent Liabilities:
A provision is recognised when the Company
has a present obligation as a result of past
event, it is probable that an outflow of resources
will be required to settle the obligation and a
reliable estimate can be made of the amount
of the obligation. If the eect of the time value
of money is material, provisions are discounted
using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision
due to the passage of time is recognised as a
finance costs.
Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only
by the occurrence or non-occurrence of one
or more uncertain future events not wholly
within the control of the Company or a present
obligation that arises from past events where it is
either not probable that an outflow of resources
will be required to settle the obligation or a
reliable estimate of the amount cannot be made.
Contingent assets are neither recognised nor
disclosed in the financial statements.
2.17 Recent Indian Accounting Standards (Ind AS):
The Ministry of Corporate Aairs ("MCA") notifies
new standard or amendments to the existing
standards. There are no such notifications that are
applicable for the Company from April 1, 2020.
Financial Statements
Annual Report 2019-20 177
NOTE 3 : PROPERTY, PLANT AND EQUIPMENT
Particulars Freehold
Land
Buildings Computers Plant and
Equipment
Furniture
and
Fixtures
Vehicles Oce
Equipments
Leasehold
Improvements
Taken on Finance Lease
(refer note iv)
Total
Computers Plant and
Equipment
Vehicles
Gross Block
Cost as at April , , , , , , , ,
Additions , - - ,
Deletions - - , - ,
Balance as at March ,
477 19,357 14,268 14,225 6,708 201 1,695 840 346 167 2 58,286
Transition impact of IND AS
(refer note iv below and note )
- - - - - - - -
Additions (refer note ) - , , - - - - ,
Deletions - - - - - -
Reclassification to Investment
Property
- - - - - - - - - -
Balance as at March ,
459 21,737 15,785 14,881 6,898 187 1,854 854 - - - 62,655
Accumulated Depreciation /
Amortisation
as at April , - , , , , , , ,
Depreciation - , - ,
Deletions - - , - ,
Balance as at March ,
- 6,225 12,088 12,468 5,741 169 1,320 768 319 167 2 39,267
Transition impact of IND AS
(refer note iv below and note )
- - - - - - - -
Depreciation - , - - - ,
Deletions - - - - - -
Balance as at March ,
- 6,991 13,530 13,412 6,198 169 1,481 805 - - - 42,586
Net Block as at March ,
459 14,746 2,255 1,469 700 18 373 49 - - - 20,069
Net Block as at March , , , , - - ,
Notes:
i) In respect of certain freehold land and buildings, the Company has received a provisional attachment order from the Income tax authorities which has since
been stayed by orders passed by the Hon'ble High Court of Andhra Pradesh. (refer note 30.4.2(i))
ii) Amounts less than ` 0.5 Million are reported as "0".
iii) Plant and Equipment includes electrical installations and equipments.
iv) Assets taken on finance lease as at March 31, 2019 have been reclassifed as Right of Use Asset as required by Ind AS 116 (refer note 4 and note 46)
178
NOTE 4 : RIGHTOFUSE ASSETS
Particulars Computers and
Softwares
Plant and
Equipment
Vehicles Buildings Leasehold
Land
Total
Gross Block
Transition impact of IND AS
(refer note ii)
, , ,
Additions - - - , - ,
Deletions - - - -
Balance as at March ,
402 167 2 5,729 1,270 7,570
Accumulated Depreciation
Transition impact of IND AS
(refer note ii)
-
Depreciation - - , ,
Deletions - - - -
Balance as at March ,
399 167 2 1,175 444 2,187
Net Block as at March , 3 - - 4,554 826 5,383
Notes:
i) Amounts less than ` 0.5 Million are reported as "0".
ii) Assets taken on finance lease and non current/current prepaid operating lease rentals as at March 31, 2019
have been reclassifed as Right of Use Asset as required by Ind AS 116 (refer note 3 and 46)
NOTE 5 : INVESTMENT PROPERTY
` in Million
Description of Assets
As at
March 31, 2020 March 31, 2019
I. Gross Block
Opening Balance
1,923 1,906
Additions
- 17
Reclassification from Property, Plant and Equipment (refer Note )
18 -
Closing Balance
1,941
1,923
II. Accumulated depreciation
Opening Balance
782 617
Depreciation
162 165
Closing Balance
944
782
Balance as on March , (I-II) ( refer note ) 997 1,141
Financial Statements
Annual Report 2019-20 179
NOTE 6 : INTANGIBLE ASSETS OTHER THAN INTERNALLY GENERATED
` in Million
Description of Assets Intellectual
property rights
Software Total
I. Gross carrying value
As at April , , , ,
Additions -
Deletions -
As at March ,
8,939 5,813 14,752
Additions -
Deletions - - -
Balance as at March ,
8,939 6,279 15,218
II. Accumulated amortisation
Balance as at April , , ,
Amortisation expense ,
Deletions -
Balance as at March ,
1,341 5,716 7,057
Amortisation expense ,
Deletions - - -
Balance as at March ,
2,235 6,075 8,310
Net Block as at March , (I - II)
6,704 204 6,908
Net Block as at March , (I - II) , ,
NOTE 7 : INVESTMENTS : NON CURRENT
` in Million
Particulars Currency Face Value Number of Shares as at Balances as at
March
31, 2020
March
31, 2019
March 31,
2020
March 31,
2019
(A) In Subsidiaries , Associates and Others
(a) In Subsidiaries - unquoted, at cost
Tech Mahindra (Americas) Inc. USD
170,521,745 170,521,745 12,887 12,598
Interest in TML Benefit Trust
(refer note v below)
11,845 12,071
Tech Mahindra GmbH EUR
26,000 26,000
EUR ,
1 1
EUR ,
1 1
EUR ,
1 1 391 391
Tech Mahindra (Singapore) Pte. Limited. SGD
8,028,998 5,000 4,198 1
Tech Mahindra (Thailand) Limited. THB
60,000 60,000 8 8
Tech Mahindra Foundation. INR
50,000 50,000 1 1
PT Tech Mahindra Indonesia. USD
500,000 500,000 22 22
Tech Mahindra (Beijing) IT Services Limited
(refer note i below)
CNY -
- - 22 22
Tech Mahindra (Bahrain) Limited S.P.C. BHD
500 500 6 6
Tech Mahindra (Nigeria) Limited. NGN
153,040,026 153,040,026 46 46
Tech Mahindra Business Services Limited. INR
1,000,000 1,000,000 4,873 4,873
Comviva Technologies Limited INR
21,866,906 21,866,906 6,870 6,870
Tech Mahindra Holdco Pty Limited ZAR
96 96 0 0
Tech Mahindra ICT Services (Malaysia) SDN.
BHD.
MYR
10,654,000 10,654,000 171 171
FixStream Networks Inc.(refer note (i)) USD .
- 18,400,279 - 604
Tech Mahindra Technologies Inc. USD .
100,000 100,000 202 202
Less: Provision for diminution in value of
investment (refer note )
178 178
24 24
Tech Mahindra (Shanghai) Co. Limited CNY -
- - 628 628
Tech Mahindra (Nanjing) Co. Limited (refer
note i below)
CNY -
- - 352 352
Less: Provision for diminution in value of
investment (refer note )
311 311
41 41
Citisoft Plc. GBP .
11,241,000 11,241,000 1,131 1,131
180
Particulars Currency Face Value Number of Shares as at Balances as at
March
31, 2020
March
31, 2019
March 31,
2020
March 31,
2019
Tech Mahindra Servicos De Informatica LTDA. BRL
59,135,059 59,135,059 2,412 2,412
Less: Provision for diminution in value of
investment (refer note )
2,412 1,020
- 1,392
Satyam Venture Engineering Services Private
Limited (refer note )
INR
3,544,480 3,544,480 36 36
Mahindra Educational Institutions INR
10,000 10,000 0 0
Tech Mahindra De Mexico, S.DE R.L.DE C.V.
(refer note ii below)
MXN ,
1 1
MXN
1 1
MXN ,,
1 1 55 55
Sofgen Holdings Limited (refer note iii below) EUR
1,092,910 1,092,910 1,110 1,110
Less: Provision for diminution in value of
investment (refer note )
503 -
607 1,110
Nth Dimension Limited
- In Equity Shares GBP .
1,000 1,000 0 0
- In Preference Shares GBP .
2,499,990 2,499,990 226 226
Tech Mahindra DRC Sarlu USD
10,000 10,000 6 6
Mahindra Engineering Services (Europe)
Limited.
- In Equity Shares GBP
65,000 65,000 5 5
- In Preference Shares GBP
30,739,663 22,967,240 2,827 2,106
Mahindra Technologies Services Inc. (refer
note (ii))
USD
- 105,000 - 64
Tech Mahindra Arabia Limited SAR ,
510 510 9 9
Tech Mahindra Netherlands B.V. EUR
46,001 46,001 3 3
Tech Mahindra Sweden AB SEK
500 500 0 0
vCustomer Philippines, Inc. PHP
950,000 950,000 62 62
PF Holdings B.V. EUR
27,504,075 27,504,075 2,776 2,776
Less: Provision for diminution in value of
investment (refer note )
828 -
1,948 2,776
The Bio Agency Limited (refer note iv below) GBP .
120,000 120,000 2,667 2,667
Less: Provision for diminution in value of
investment (refer note )
1,742 -
925 2,667
Tech Mahindra Fintech Holdings Limited GBP .
875,001 875,001 9,185 9,288
Less: Provision for diminution in value of
investment (refer note )
1,412 -
773 9,288
Tech Mahindra Vietnam Company Limited
(refer note i below)
VND -
- - 3 3
Dynacommerce Holdings B.V. EUR
18,000 - 168 -
Born Commerce Pvt. Ltd INR
6,425,285 - 873 -
Tech Mahindra LLC USD
1 -
Sub total (a)
58,691
59,316
(b) In Associates - Unquoted, at cost
IQS Information Solutions WLL
- In Equity Shares: QAR
720 720 1 1
Less Provision for diminution in value of
investment
1 1
- -
Info Tek Software & Systems Private Limited
- In Equity Shares: INR
244,450 - 76 -
- In Preference Shares: INR ,,
3 - 3 -
79 -
Vitaran Electronics Private Limited
- In Equity Shares: INR
3,618 - 44 -
- In Preference Shares: INR ,
3 - 2 -
46 -
Sub total (b)
125
-
Financial Statements
Annual Report 2019-20 181
Particulars Currency Face Value Number of Shares as at Balances as at
March
31, 2020
March
31, 2019
March 31,
2020
March 31,
2019
(c) In other Investments
- Unquoted*
Servista Limited
- In Equity Shares: GBP .
4,232,622 4,232,622 1 1
- In Preference Shares: GBP .
2,500,000 2,500,000 84 84
85 85
Less : Provision for diminution in value of
investment
85 85
- -
- Quoted
Dion Global Solutions Limited (carried at fair
value through other comprehensive income)
INR
5,147,058 5,147,058 13 21
Sub total (c)
13
21
Sub total (A) (a+b+c)
58,829
59,337
(B) In Bonds, Debentures ,Trusts*
-Unquoted
Treasury Bonds and Bills
54 42
-Others
0 0
-Quoted
Non Convertible Debentures
- 6,908
Sub total (B)
54
6,950
Total (A+B)
58,883
66,287
Aggregate Amount of Quoted Investments
13 6,929
Aggregate Amount of Unquoted Investments
64,930 60,953
Aggregate Market Value of Quoted
Investments
13 6,929
Aggregate Amount of Impairment in Value of
Investments
6,060 1,595
Note :
i) Investment in these entities is not denominated in number of shares as per laws of country of incorporation
i.e. The People’s Republic of China and Vietnam.
ii) The number of shares held in Tech Mahindra De Mexico, S.DE R.L.DE C.V. comprise 1 share (March 31, 2019- 1)
each of Peso 2,999 and Peso 1; fully paid up of Series A (fixed capital) and 1 share (March 31, 2019 - 1) of Peso
12,931,770 fully paid up of Series B (variable capital).
iii) The number of shares held in Sofgen Holdings Limited comprise 1,065,848 Ordinary shares (March 31, 2019
- 1,065,848) and 27,062 shares of Class A (March 31, 2019 - 27,062).
iv) The number of shares held in The Bio Agency Limited comprise 102,000 Class A Ordinary shares (March 31,
2019 - 102,000) and 18,000 Class B Ordinary shares (March 31, 2019 - 18,000)
v) As per the Scheme of merger of the Company with Mahindra Satyam Computer Services Limited with eect
from June 24, 2013, the Company had created TML Benefit Trust (Trust) as per the merger order. As per the
scheme, the Company transferred, out of its total holding in Satyam as on April 1, 2011; 204 Million equity
shares to the Trust, to hold the shares and any additions thereto exclusively for the benefit of the Company.
Post-merger with the Company these shares were converted into Tech Mahindra Limited’s shares in the ratio
of 2: 17. As of date, post bonus and split approved by the shareholders from time to time by the Company; the
Trust holds 94,235,629 (March 2019: 96,000,000) shares of the Company. During the year ended March 31,
2019, the Company did a buyback of equity shares. In the buyback, TML Benefit trust had tendered 1,764,371
equity shares.
vi) Amounts less than ` 0.5 Million are reported as “0”
*carried at fair value through profit and loss
182
NOTE 8 : TRADE RECEIVABLES : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Trade receivables (Unsecured) (refer note and )
Credit Impaired
2,367 2,367
Less: Allowance for expected credit loss
2,367 2,367
Total -
-
NOTE 9 : OTHER FINANCIAL ASSETS : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured, considered good unless otherwise stated)
Interest Receivable
On Bank deposits
44 17
Security Deposits
- Unsecured, considered good
1,163 972
- Credit Impaired
16 30
Less : Allowance for expected credit loss
16 30
1,163
972
Advances to Related Parties (refer note )
Considered Good
842 742
Lease Receivable (refer note )
207 158
Fixed Deposits / Margin Money Deposits having maturities of more than
months
355 381
Foreign currency derivative assets (refer note )
1,638 2,289
Total 4,249
4,559
NOTE 10 : OTHER NONCURRENT ASSETS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured)
- Considered good
Capital Advances
304 184
Prepaid Expenses (refer Note )
554 1,527
Deferred contract costs
759 666
Balance with Government Authorities
1,087 1,163
Sub total
2,704
3,540
- Considered doubtful
Other Advances
387 387
Less: Allowance for amounts considered doubtful
387 387
Sub total
-
-
Total 2,704 3,540
Financial Statements
Annual Report 2019-20 183
NOTE 11 : INVESTMENTS : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Quoted
Investment in market linked debentures, non-convertible debentures (carried at fair
value through profit and loss) (Refer note )
10,097 13,838
- Unquoted
Investment in Mutual Funds (carried at fair value through profit and loss)
25,029 37,508
Investment in commercial papers (carried at fair value through profit and loss) (Refer
note )
1,477 974
Investment in non-convertible debentures (carried at amortised cost) (Refer note )
3,500 -
Term Deposits with Financial Institutions (carried at amortised cost)
7,500 11,000
Total
47,603
63,320
Aggregate Amount of Quoted Investments
10,097 13,838
Aggregate Amount of Unquoted Investments
37,506 49,482
Aggregate Market Value of Quoted Investments 10,097 13,838
NOTE 12 : TRADE RECEIVABLES : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Trade receivables (Unsecured) (refer note )
Considered good
62,120 59,639
Credit Impaired
4,703 3,096
Subtotal
66,823 62,735
Less: Allowance for expected credit loss
4,703 3,096
Total 62,120
59,639
NOTE 13 : CASH AND CASH EQUIVALENTS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Balances with banks
In Current Account
5,913 3,137
In Deposit Account (original maturities less than three months)
12,125 6,462
Total 18,038
9,599
NOTE 14 : OTHER BALANCES WITH BANKS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Earmarked Balances with Banks
- Unclaimed Dividend
221 177
- Balances held as Margin Money/Security towards obtaining Bank Guarantees
188 196
- Balance held under Escrow Account
133 25
- Balance in Deposit Account pursuant to the buyback of equity shares (refer note
(v))
- 2,106
Total 542
2,504
184
NOTE 15 : LOANS : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured, considered good unless otherwise stated)
Loans to related parties (refer note )
76 68
Total 76
68
NOTE 16 : OTHER FINANCIAL ASSETS : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured, considered good unless otherwise stated)
Unbilled Revenue (refer note )
26,719 20,176
Interest Receivable
On Bank deposits
2 17
On Term Deposits with Financial Institutions
115 484
On Non Convertible Debentures
608 382
On Loans (refer note )
11 16
736
899
Lease Receivable (refer note )
280 275
Advances to Related Parties (refer note )
1,155 843
Contractually Reimbursable Expenses (refer note )
Considered Good
357 388
Credit Impaired
24 30
Less: Allowance for expected credit loss
24 30
357
388
Foreign currency derivative assets (refer note )
3,122 2,349
Others
475 81
Total 32,844
25,011
NOTE17 : OTHER CURRENT ASSETS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured)
- Considered good
Advances to employees
515 638
Prepaid Expenses (refer note )
3,104 2,370
Contract Asset (refer note )
3,664 2,862
Deferred contract costs
252 814
Balance with Government Authorities
3,409 4,944
Other Advances (refer note below)
8,264 7,418
Sub total
19,208
19,046
- Considered doubtful
Other Advances
316 314
Less: Allowance for amounts considered doubtful
316 314
Sub total
-
-
Total 19,208
19,046
Note: Other Advances mainly include:
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Amount deposited and held in escrow account towards Aberdeen UK settlement
consideration and interest. (refer note )
5,143 4,704
- Amount deposited and held in escrow account towards Aberdeen US claims
settlement consideration. (refer note )
918 840
- Amount deposited and held in initial escrow account towards class action
settlement consideration.
265 265
Financial Statements
Annual Report 2019-20 185
NOTE 18 : EQUITY SHARE CAPITAL
` in Million
As at
Particulars
March 31, 2020 March 31, 2019
Number
` in Million Number ` in Million
Authorised
Equity shares of ` /- each
1,667,300,000 8,337 1,586,300,000 7,932
Issued, Subscribed and Paid up 965,852,364 4,829 983,362,470 4,917
Less: Equity Shares of ` each fully paid
up held by ESOP Trust but not allotted to
employees
69,532 - 93,840 -
Adjusted : Issued, Subscribed and Paid up
Share Capital
965,782,832 4,829 983,268,630 4,917
Reconciliation of number of Equity Shares
and amount outstanding
Shares outstanding at the beginning of the
period
983,362,470 4,917 979,733,808 4,899
Shares issued during the period pursuant to
employee stock option plans
3,074,894 15 3,628,662 18
Shares extinguished on buyback (20,585,000) (103) - -
Total 965,852,364 4,829 983,362,470 4,917
Less : Shares held by ESOP Trust 69,532 0 93,840 0
Adjusted : Issued, Subscribed and Paid up
Share Capital
965,782,832 4,829 983,268,630 4,917
Number of shares held by each shareholder holding more than 5 percent of the Equity Shares of the Company
are as follows:
` in Million
Name of Shareholder
As at As at
March 31, 2020
March 31, 2019
No. of Shares held % of Holding No. of Shares held % of Holding
Mahindra & Mahindra Limited
251,548,691 26 256,248,704 26
TML Benefit Trust
94,235,629 10 96,000,000 10
i) Aggregate number of fully paid-up Equity Shares allotted by way of Bonus Shares in the immediately
preceding five years : 240,161,577 Equity Shares of `10 each fully paid-up (equivalent to 480,323,154 Equity
Shares of ` 5 each fully paid-up) were allotted as Bonus shares during the year ended March 31, 2015.
ii) Each Equity Share entitles the holder to one vote and carries an equal right to dividend.
iii) Refer note 51 for details relating to stock options.
iv) The shareholders at the Annual General Meeting held on July 31, 2019 approved dividend of ` 14 per equity
share for year ended March 31, 2019 which was subsequently paid during the quarter ended September 30,
2019. The amount was recognized as distributions to equity shareholders, the total appropriation was ` 16,152
Million including corporate dividend tax of ` 2,647 Million. Dividend paid during the year 31 March 2020,
include an amount of ` 10 per equity share towards interim dividends for the year ended 31 March 2020
amounting to ` 9,657 Million On April 30, 2020 the board of directors of the company have proposed a final
dividend of `5 per share in respect of year ended March 31, 2020 subject to the approval of shareholders at
the Annual General Meeting. If approved, the dividend would result in cash outflow of ` 4,829 Million.
186
v) The Board of Directors of the Company at its meeting held on February 21, 2019 approved a proposal to
buyback upto 20,585,000 equity shares of the Company for an aggregate amount not exceeding ` 19,556
Million being 2.09% of the total paid up equity share capital at ` 950 per equity share. Letter of Oer was
issued to all eligible shareholders holding shares as on March 6, 2019. The period for tendering of shares for
buyback was from March 25, 2019 to April 5, 2019. The Company bought back 20,585,000 equity shares for
an aggregate amount of ` 19,556 Million. The equity shares bought back were extinguished on April 17, 2019.
Capital redemption reserve was created to the extent of equity share capital extinguished of ` 103 Million.
Transaction costs of ` 132 Million for buy-back have been adjusted to retained earnings.
vi) The Company manages its capital to ensure that it will be able to continue as a going concern while
maximizing the return to stakeholders through the optimisation of the equity balance. The Company is not
subject to any externally imposed capital requirements. The Company’s risk management committee reviews
the capital structure of the Company on an ongoing basis. As part of this review, the committee considers the
cost of capital and the risks associated with capital.
NOTE 19 : OTHER EQUITY
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Share Application Money
Opening Balance
20 23
Add : Received during the year
474 366
Less:
Transfer on allotment of Equity Shares
480 361
Others
7 8
Closing Balance
7
20
- Capital Reserve
Opening Balance
60 60
Add : Additions (refer note 33)
4 -
Closing Balance
64
60
- Securities Premium Account
Opening Balance
17,541 35,387
Add:
Transfer on Allotment of Equity Shares
464 343
Transferred from share option outstanding account on exercise of stock
options
1,133 1,262
Others
1 2
Less: Contractual obligation for Buyback (refer note 18(v))
- 19,453
Closing Balance
19,139
17,541
- Share Options Outstanding Account (refer note 2.13 and 51)
Opening Balance
3,932 4,022
Add : Amortised Amount of Share Based Payments to Employees (net) for
the year
1,382 1,234
Less :
Transferred to Securities Premium Account on exercise of stock options
1,133 1,262
Transfer to retained earnings on account of stock options lapsed
59 62
Closing Balance
4,122
3,932
- Capital Redemption Reserve
Opening Balance
- -
Add : transferred on account of buyback of shares (refer note 18(v))
103 -
Closing Balance
103
-
Special Economic Zone Reinvestment Reserve
Opening Balance
5,970 42
Add : Transfer from Retained Earnings
8,049 8,160
Less :
Transfer to Retained Earnings
2,509 2,232
Closing Balance
11,510
5,970
Financial Statements
Annual Report 2019-20 187
Particulars
As at
March 31, 2020 March 31, 2019
- Retained Earnings, as previously reported
Opening balance
171,952 150,495
Transition impact of Ind AS 116, net of tax (refer note 46)
(78) -
Additions (refer note 33)
- 8
171,874
150,503
Add :
Profit for the year
45,345 43,797
Other Comprehensive Income (net)
(89) 9
Transferred from Special Economic Zone re-investment reserve on utilisation
2,509 2,232
Transfer to retained earnings on account of options lapsed
59 62
Others (refer note 33)
26 23
Less :
Equity Dividends (including Tax on Dividends)
27,522 16,411
Transferred to Special Economic Zone re-investment Reserve
8,049 8,160
Contractual obligation for buy back
- 103
Buyback of equity shares (refer note 18(v))
132 -
Closing Balance
184,021
171,952
- Cash Flow Hedging reserve (refer note 47)
Opening Balance
2,413 650
Add : Movement during the year (net)
(3,136) 1,763
Closing Balance
(723)
2,413
- Equity Instruments through Other Comprehensive Income
Opening Balance
(329) (228)
Add : Movement during the year (net)
(9) (101)
Closing Balance
(338)
(329)
Total
217,905
201,559
NOTE 20: OTHER FINANCIAL LIABILITIES : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Creditors for capital supplies/services - 1,148
Contractual Obligation 470 321
Foreign currency Derivative liabilities (refer note ) 2,438 101
Others 118 462
Total 3,026 2,032
NOTE 21 : PROVISIONS : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Provision for employee benefits
- Gratuity (refer note ) 2,963 2,560
- Compensated absences and long service awards 1,631 1,541
Total 4,594 4,101
188
NOTE 22: OTHER FINANCIAL LIABILITIES : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Current maturities of Finance Lease Obligations
- 83
Foreign currency Derivative Liabilities (refer note )
2,680 529
Creditors for capital supplies/services
1,648 2,970
Accrued Salaries and Benefits
3,023 3,105
Unclaimed dividends
221 177
Contractual Obligations
1 144
Contractual obligation- Customer arrangements
608 519
Contractual obligation for Buyback (refer note (v))
- 19,556
Others
49 73
Total 8,230
27,156
NOTE 23 : OTHER CURRENT LIABILITIES
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Advances received from customers
1,717 1,962
Unearned Revenue
1,203 1,253
Statutory Dues
2,689 2,069
Others (refer note below)
6,922 6,881
Total 12,531
12,165
Note: Others mainly include :
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Aberdeen UK Claims settlement consideration (including interest) (refer note )
5,143 4,704
- Aberdeen US claim settlement consideration (refer note )
918 840
- Class action suit settlement consideration 265
265
NOTE 24 : PROVISIONS : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Provision for employee benefits
- Gratuity (refer note )
294 265
- Compensated absences and long service awards
859 1,027
Other Provisions
- Provision for Claims (refer note )
86 123
- Provision for Contingencies (refer note )
327 327
- Others
293 255
Total 1,859
1,997
Financial Statements
Annual Report 2019-20 189
NOTE 25 : OTHER INCOME
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Interest Income on financial assets carried at amortised cost
2,257 1,959
Dividend Income on Investments / Distributions from benefit trust
14,634 2,689
Net gain on Investments carried at fair value through profit and loss
1,889 2,212
Net gain on disposal of Property, Plant and Equipment and Intangible Assets
4 149
Rental income
320 294
Foreign Exchange Gain / (Loss) (Net)
3,194 1,436
Miscellaneous Income
1,364 859
Total 23,662
9,598
NOTE 26 : EMPLOYEE BENEFIT EXPENSES
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Salaries and wages
86,156 78,043
Contribution to provident and other funds
4,277 4,129
Gratuity (refer note )
693 626
Share Based Payments to Employees (refer note )
1,093 1,091
Sta welfare expenses
608 584
Total 92,827
84,473
NOTE 27 : FINANCE COSTS
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Interest Expense
269 270
Interest expense on lease liability (refer note )
276 73
Others
122 88
Total 667
431
NOTE 28 : DEPRECIATION AND AMORTISATION EXPENSE
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Depreciation / Amortisation on Property, Plant and Equipment and Intangible assets
5,271 6,427
Depreciation on Right of Use Asset
1,241 -
Depreciation on Investment Property
162 165
Total 6,674
6,592
190
NOTE 29 : OTHER EXPENSES
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Power and Fuel Expenses
1,434 1,363
Short term Leases (refer note )
662 -
Operating Leases (refer note )
- 1,583
Rates and Taxes
726 695
Communication Expenses
2,175 1,898
Travelling Expenses
5,287 5,354
Recruitment Expenses
583 485
Training
224 139
Cab Hire Charges
1,490 1,199
Legal and Other Professional Fees
1,861 1,645
Repair and Maintenance Expenses
- Buildings (including leased premises)
293 261
- Machinery and Computers
2,509 1,453
- Others
674 548
3,476
2,262
Insurance Charges
1,758 1,552
Software, Hardware and Project Specific Expenses
13,920 11,317
Advertisement, Promotion & Selling Expenses
1,397 712
General Oce Expenses
1,328 1,154
Allowances for Doubtful Receivables and Bad Debts written o (net)
- Provided / (Reversed) during the period
1,601 152
-Bad Debts written o
850 1,232
2,451
1,384
Allowances for Doubtful Advances, Deposits and Advances written o (net)
- Provided / (Reversed) during the period
2 22
-Advances written o
85 5
87
27
Donations (refer note (ii))
156 13
Corporate Social Responsibility Expenditure (refer note (i))
1,148 859
Loss on Sale of Investment (Net)
443 -
Miscellaneous Expenses
192 221
Total
40,798
33,862
Note i: Corporate Social Responsibility Expenditure
a. Gross amount required to be spent by the Company during the year is ` 948 Million (previous year ` 859
million) (calculated at 2% of the average net profits of the Company during the three immediately preceding
financial years)
b. Amount spent during the year on:
Particulars In cash Yet to be paid in
cash
Total
Construction/acquisition of any asset* -
(-)
-
(-)
-
(-)
On purposes other than Construction/acquisition
of any asset*
,
()
-
(-)
,
()
* Numbers in brackets pertains to previous year.
Note ii: Donations includes an amount of ` 150 Million (previous year ` NIL) paid to New Democratic Electoral
Trust
Financial Statements
Annual Report 2019-20 191
30 COMMITMENTS AND CONTINGENCIES
30.1 Capital Commitments
The estimated amount of contracts remaining to be executed on capital account (net of capital advances) as
at March 31, 2020 is ` 2,508 Million (March 31, 2019: ` 1,288 Million).
30.2 Details of investments and purchase commitments
The Company has entered into an agreement to acquire 51% stake in Cerium Systems Private Limited (‘the
Cerium”) vide Share Purchase Agreement dated January 31, 2020 (Amended and restated dated April 9,
2020) for estimated enterprise value of ` 2,450 Million. Further, the Company has agreed to buy the balance
49% stake over the period of three years at valuation linked to financial performance of Cerium Systems
Private Limited.
30.3 Bank guarantees and letters of comfort
i. Bank Guarantees outstanding as at March 31, 2020: ` 23,129 Million (March 31, 2019: ` 22,069 Million).
ii. Letters of support/letters of comfort of USD 89 Million : ` 6,692 Million (March 31, 2019: USD 79 Million,
` 5,463 Million) to banks for loans availed by step down subsidiaries of the Company.
30.4 Contingent Liabilities for Taxation Matters
30.4.1 Contingent Liabilities in respect of Income Taxes/ Service Tax/Value Added Tax/Customs and International
tax to the extent not provided for
` in Million
As at
Contingent Liabilities to the extent not provided for
March 31, 2020 March 31, 2019
- Matters relating to Income Tax
28,196 28,471
- Matters relating to Service Tax/GST
16,886 17,702
- Matters relating to VAT/CST/Entry Tax/Custom Duty/Stamp Duty
278 257
- Matters relating to International Tax 472 1,516
Details of major cases in respect of Income Taxes/ Service Tax/Value Added Tax/Customs and International
tax matters
Nature of dues Pertaining to Period Matters Included As at
March 31, 2020 March 31, 2019
Income-tax TechM - to
-
Adjustments on account of
various expenses disallowed
by taxation authority and
interest u/s a,b,c
4,290 3,802
Income-tax Erstwhile MSat - to
-
Adjustment to exemption
under section A, various
adjustments to total income
and correct quantification
of income. (refer footnote (i)
below)
4,024 4,024
Income-tax Erstwhile MSat - Transfer Pricing adjustment
and various adjustments to the
total income (refer footnote (ii)
below)
7,948 7,948
192
Nature of dues Pertaining to Period Matters Included As at
March 31, 2020 March 31, 2019
Income-tax Erstwhile MSat - Transfer Pricing adjustment
and various adjustments to the
total income (refer footnote (ii)
below)
9,637 9,637
Service Tax TechM May to
July
Onsite services rendered by
overseas branches considered
as import of service
12,753 12,753
Service Tax TechM July to
September
. Onsite services provided
by overseas subsidiaries/
branches are not considered
as export of service
. Disallowance of Cenvat
credit for service tax paid
under reverse charge
mechanism related to
overseas branches
3,196 3,196
Andra Pradesh
VAT
Erstwhile MSat - to
-
Software development
services considered as sale
of goods
231 231
International
Tax - Tanzania.
TechM & Dispute on account of
withholding taxes/ VAT/
Corporate tax
- 86
International
Tax – New
Jersey
Tech M July to
September
Dispute on corporate business
tax, payroll tax and Sales and
Use Tax (S&U Tax)
- 948
Abbreviations:
TechM Tech Mahindra Limited
Erstwhile MSat Satyam Computer Services Limited
30.4.2 Footnotes to the Schedule
i. Petition before Hon’ble High Court of Judicature at Hyderabad: Financial years 2002-2003 to
2007-2008
Erstwhile Satyam had filed various petitions before Central Board of Direct Taxes (CBDT) requesting
for stay of demands aggregating to ` 6,170 Million for the financialyears 2002-2003 to 2007-2008 till
the correct quantification of income and taxes payable is done for the respective years. In March 2011,
the CBDT rejected the petition and erstwhile Satyam filed a Special Leave Petition before the Hon’ble
Supreme Court which directed erstwhile Satyam to file a comprehensive petition/ representation
before CBDT and to submit a Bank Guarantee (BG) for ` 6,170 Million which was complied by erstwhile
Satyam. The BG has been extended upto October 14, 2020.
The Assessing Ocer served an Order dated January 30, 2012, for provisional attachment of properties
under Section 281B of the Income-tax Act, 1961 attaching certain immovable assets of erstwhile Satyam.
Erstwhile Satyam filed a writ petition in the Hon’ble High Court of Andhra Pradesh that has granted a
stay on the provisional attachment order.
ii. Appointment of Special Auditor and re-assessment proceedings
• In August, 2011, the Additional Commissioner of Income-tax issued the Draft of Proposed
Assessment Orders accompanied with the Draft Notices of demand resulting in a contingent
liability of ` 7,948 Million and ` 9,637 Million for the financial years 2001-2002 and 2006-2007,
respectively, proposing adjustments to the total income, including adjustments on account of
Financial Statements
Annual Report 2019-20 193
Transfer Pricing. Erstwhile Satyam has filed its objections to the Draft of Proposed Assessment
Orders for the aforesaid years on September 16, 2011 with the DRP, Hyderabad, which is pending
disposal.
• ConsequenttotheletteroferstwhileChairmanoftheerstwhileSatyam,theAssessingOcerhad
commissioned special audits for the financial years 2001-2002, 2002-2003, 2006-2007, 2007-
2008 and 2008-2009 on various dates. Erstwhile Satyam had filed petitions before Hon’ble
High Court of Andhra Pradesh challenging the special audits, which are pending disposal.
30.5 Other Claims on the Company not acknowledged as debts
i. Claims against erstwhile Satyam not acknowledged as debt: ` 1,443 Million (March 31, 2019 ` 1,411
Million).
ii. Claims made on the Company not acknowledged as debt: ` 185 Million (March 31, 2019 ` 213 Million).
iii. The Company has received an order passed under section 7A of Employees Provident Fund &
Miscellaneous Provisions Act, 1952 (“the Act”) for the period March 2013 to April 2014 from Employees
Provident Fund Organization (EPFO) claiming provident fund contribution amounting to ` 2,448
million for employees deputed to non-SSA (Countries with which India does not have Social Security
Agreement) countries.
The Company has assessed that it has legitimate grounds for appeal, and has contested the order by
filing an appeal which is pending before Central Government Industrial Tribunal. The Company has
also submitted a bank guarantee of ` 500 million towards this order.
The Company has also received a notice based on inquiry under section 7A of the Act for the period
May 2014 to March 2016 indicating a claim of ` 5,668 Million on (a) employees deputed to non – SSA
countries and (b) certain allowances paid to employees.
The Company has assessed the components to be included in basic salary for the purpose of
contribution towards Provident Fund and based on legal advice believes that there would be no
additional liability on the Company.
iv. Other claims ` 407 Million (March 31, 2019 ` 407 Million).
v. Claim against the Company for transfer of land in SEZ at Nagpur considered by Maharashtra Airport
Development Company Limited (MADC) as ‘non-formal transfer’ as per its Transfer Policy and claiming
the transfer fee of ` 152 Million.
30.6 Delay in Conveyance of Immovable Properties
Pursuant to the Scheme of Amalgamation and Arrangement (‘the Scheme’) sanctioned by the Hon’ble
High Courts of Andhra Pradesh and Bombay, Venturbay Consultants Private Limited (Venturbay), CanvasM
Technologies Limited (CanvasM) and Mahindra Logisoft Business Solutions Limited (Logisoft), the wholly
owned subsidiaries of the Company, and Satyam Computer Services Limited (Satyam) (through Venturbay)
and C&S System Technologies Private Limited (C&S) a wholly owned subsidiary of erstwhile Satyam, merged
with the Company with eect from April 1, 2011 (‘the appointed date’). Pursuant to the Scheme, the title
deeds for the immovable properties pertaining to the amalgamating companies are pending conveyance in
the name of the Company. The gross block and net block of the aforesaid immovable properties pending
conveyance is ` 665 million and ` 619 million respectively as at March 31, 2020. The Company has initiated
the name change formalities.
194
31 PROVISION FOR CLAIMS
The details of provision for claims are as follows:
` In Million
Particulars As at
March 31, 2020 March 31, 2019
Opening balance
Provision made during the year
3 78
Reversals during the year
(9) -
Utilisation during the year
(31) (25)
Closing balance
86
123
32 PROVISION FOR CONTINGENCIES
The Company carries a provision for contingencies towards various claims made/anticipated against the
Company based on the Management’s assessment. The movement in the said provisions is summarized
below:
` in Million
Particulars As at
March 31, 2020 March 31, 2019
Opening Balance
327 327
Additions
- -
Closing Balance
327
327
33 MERGER/AMALGAMATION OF ENTITIES
Following companies have been merged with the Company by approved schemes and have been accounted
as per ‘pooling of interests’ method in accordance with Appendix C of Ind AS 103 'Business Combinations'.
• AllassetsandliabilitiesofTechMahindraGrowthFactoriesLimitedhavebeentakenoverasperthe
scheme approved by National Company Law Tribunal, Mumbai Bench with appointed date as April 1,
2019. Comparatives have been restated from the beginning of the previous year i.e. from April 1, 2018
as required by IND AS 103.
• AllassetsandliabilitiesofDynacommerceIndiaPrivateLtdhavebeentakenoverasperthescheme
approved National Company Law Tribunal, Bengalaru Bench with appointed date as June 1, 2019.
34 DIMINUTION IN VALUE OF INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES
The Company has investments in subsidiaries and associates. These investments are accounted for at
cost less any provision for impairment. Management assesses the operations of the subsidiaries/entities,
including the future projections, to identify indications of diminution, other than temporary, in the value of
the investments recorded in the books of account and, accordingly no additional provision is required to be
made, other than the amounts already provided for in the books of account.
In case where impairment triggers are identified, the recoverable amount of the investment is estimated in
order to determine the extent of the impairment loss. An impairment loss is recognized if the investment’s
carrying amount exceeds the greater of its fair value less costs to sell and value in use.
The performance in few of the subsidiaries and the relevant economic and market indicators have led the
Company to reassess recoverable amount in the subsidiaries listed below, as on March 31, 2020.
Since the recoverable amount determined was lower than the carrying value of the respective investment,
the Company has recognized an impairment loss of ` 5,554 Million (Net o Liability written back) for the year
ended March 31, 2020. Details of these investments are:
Financial Statements
Annual Report 2019-20 195
Name of Subsidiary
Amount
(` In Million)
Tech Mahindra Servicos De Informatica Ltda 1,393
The Bio Agency
1,742
Sofgen Holdings Limited 503
Tech Mahindra Fintech Holdings Limited 1,412
PF Holdings B.V.
504
Total
5,554
Estimates of future cash flows used in the value in use calculation are specific to the entity based on business
plans and need not be the same as those of market participants. The future cash flows consider potential
risks given the current economic environment and key assumptions, such as volume forecasts and margins.
The discount rate used in the calculation reflects market’s assessment of the risks specific to the asset as
well as time value of money. The discount rate used to determine the investment’s value in use as at March
31, 2020 are as follows:
Tech Mahindra
Servicos De
Informatica Ltd
The Bio Agency Sofgen Holdings
Limited
Tech Mahindra
Fintech Holdings
Limited
Discount rate* .% .% .% .%
(*) Discount rate is pretax rate based on weighted average cost of capital of the entity.
With respect to determination of recoverable amount of investment based on fair value less costs of disposal,
the fair value measurement of the asset is determined using the market approach and is categorized as Level
1 in the fair value hierarchy (refer note 47).
The financial projections and future cash flows basis which investments have been tested for impairment
consider the increase in economic uncertainties due to the COVID-19 pandemic, reassessment of the
discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these
variables to sensitivity analysis.
35 SALE OF INVESTMENT IN SUBSIDIARIES
i. The Company has sold its entire stake in Fixstream Networks Inc. as on September 30, 2019 for an
amount of USD 2 Million (` 142 Million ). Amount of USD 1.5 Million (` 106 Million) has been received and
USD 0.5 Million (` 36 Million) is in Escrow Account.
ii. The Company has also sold its 100% stake in Mahindra Technologies Services Inc. as on July 1, 2019 to
Tech Mahindra Americas Inc. (100% subsidiary) for a consideration of USD 1.2 Million (` 83 Million).
36 A. CERTAIN MATTERS RELATING TO ERSTWHILE SATYAM COMPUTER SERVICES
LIMITED ERSTWHILE SATYAM:
In the letter dated January 7, 2009 Mr. B. Ramalinga Raju, the then Chairman of erstwhile Satyam, stated
that the Balance Sheet of erstwhile Satyam as at September 30, 2008 carried inflated cash and bank
balances, non-existent accrued interest, an understated liability and an overstated debtors position.
Consequently, various regulators/investigating agencies such as the Serious Fraud Investigation
Oce (‘SFIO’)/Registrar of Companies (‘ROC’), Directorate of Enforcement (‘ED’), Central Bureau of
Investigation (‘CBI’) had initiated investigations on various matters and conducted inspections and
issued notices calling for information including from certain subsidiaries which have been responded
to.
In 2009, SFIO initiated two proceedings against erstwhile Satyam for violations of Companies Act,
1956, which were compounded.
196
Further, ED issued show-cause notices for certain non-compliances of provisions of the Foreign
Exchange Management Act, 1999 (‘FEMA’) and the Foreign Exchange Management (Realisation,
Repatriation and Surrender of Foreign Exchange) Regulations, 2000 by the erstwhile Satyam. These
pertained to
a) alleged non-repatriation of American Depository Receipts (‘ADR’) proceeds aggregating to USD
39.2 Million; and
b) non-realisation and repatriation of export proceeds to the extent of foreign exchange equivalent
to ` 506 Million for invoices raised during the period from July 1997 to December 31, 2002.
These have been responded to by the erstwhile Satyam/the Company, the Company has not received
any further communication in this regard and with the passage of time, the Company does not expect
any further proceedings in this regard.
As per the assessment of the Management, based on the forensic investigation and the information
available, all identified/required adjustments/disclosures arising from the identified financial
irregularities, were made in the financial statements of erstwhile Satyam as at March 31, 2009.
Considerable time has elapsed after the initiation of investigation by various regulators/agencies and
no new information has come to the Management’s notice which requires adjustments to the financial
statements. Further, as per above, the investigations have been completed and no new claims have
been received which need any further evaluation/adjustment/disclosure in the books of account.
B. PROCEEDINGS IN RELATION TO ‘ALLEGED ADVANCES’:
Erstwhile Satyam received letters from 37 companies seeking confirmation by way of acknowledgement
of receipt of certain alleged amounts by the erstwhile Satyam (referred to as ‘alleged advances’).
These letters were followed by legal notices from these companies dated August 4 and August 5,
2009, claiming repayment of the alleged advances aggregating ` 12,304 Million stated to be given
as temporary advances but without any evidence in support of the nature of these transactions. This
was also borne out in the internal forensic investigation. The legal notices also claimed damages/
compensation @18% per annum from the date of the advances till the date of repayment. The erstwhile
Satyam has not acknowledged any liability to any of the 37 companies and has replied to the legal
notices stating that the claims are legally untenable.
The 37 companies have filed petitions/suits for recovery against the erstwhile Satyam before the City
Civil Court, Secunderabad (Court), of which one petition has been converted into suit and balance 36
petitions are at various stages of pauperism/suit admission.
The Hon’ble High Court in its Order approving the merger of the erstwhile Satyam with the Company,
further held that in the absence of Board resolutions and documents evidencing acceptance of
unsecured loans, i.e. alleged advances, by the former Management of the erstwhile Satyam, the new
Management of the erstwhile Satyam is justified in not crediting the amounts received in their names
and not disclosing them as creditors and in disclosing such amounts as ‘Amounts pending investigation
suspense account (net)’ in the financial statements. The Hon’ble High Court held, inter-alia, that the
contention of the 37 companies that Satyam is retaining the money, i.e. the alleged advances, of the
‘creditors’ and not paying them does not appear to be valid and further held that any right of the
objecting creditors can be considered only if the genuineness of the debt is proved beyond doubt
which is not so in this case.
The said 37 companies have filed appeals before the Division Bench of the Hon’ble High Court of
Andhra Pradesh, against the Orders of the Hon’ble High Court of Andhra Pradesh and the Hon’ble High
Court of Bombay sanctioning the scheme of merger of Satyam Computer Services Limited (Satyam)
with the Company w.e.f. April 1, 2011, which are yet to be heard. One of the aforesaid companies has
also appealed against the Order rejecting the Petition for winding-up of the erstwhile Satyam. These
matters have been combined for hearing.
Financial Statements
Annual Report 2019-20 197
The Directorate of Enforcement (ED) while investigating the matter under the Prevention of Money
Laundering Act, 2002 (PMLA) had directed the erstwhile Satyam not to return the alleged advances
until further instructions. In furtherance to the investigation, certain fixed deposits of the Company with
certain banks, then aggregating to ` 8,220 Million were alleged by ED to be ‘proceeds of crime’ and
were provisionally attached vide Order dated October 18, 2012 by the ED (the Order). The Hon’ble High
Court of Judicature at Hyderabad quashed the said Provisional attachment Order and directed Banks
to release the Fixed deposits to the Company vide its Order dated December 31, 2018. Accordingly,
these deposits have been released by the Banks. In a recent development, ED has filed a Special Leave
Petition (SLP) before the Hon’ble Supreme Court of India, against the above Order of the Hon’ble High
Court of Telangana.
Criminal prosecution was initiated by the ED against SCSL, since merged with Tech Mahindra Limited
(Company) under Section 3 of The Prevention of Money-Laundering Act, 2002 for alleged money
laundering along with 212 accused persons. Upon an application challenging the prosecution against
the Company, the Hon’ble High Court of Andhra Pradesh quashed the proceedings by its Order dated
December 22, 2014. The appeal preferred by the ED challenging the order of quashing the prosecution
before the Division Bench of the Hon’ble High Court was dismissed by an order dated March 30, 2017
and confirmed the order of quashing. A Special Leave Petition was filed by ED before the Hon’ble
Supreme Court of India. By an order dated December 8, 2017, the Hon’ble Supreme Court dismissed
the SLP filed by the ED and armed the order of the Single Judge quashing the prosecution against
the Company.
In view of the aforesaid developments and based on an independent legal opinion, the Management
believes that the claim by the 37 companies for repayment of the alleged advances, including interest
thereon is not legally tenable. Consequently, pending the final outcome of the proceedings, as a matter
of prudence, the Company has accounted and disclosed the amount of ` 12,304 Million as ‘Suspense
Account (net)’.
37 CLAIMS BY CERTAIN SHAREHOLDERS OF ERSTWHILE SATYAM
In terms of the Settlement of claims made by Aberdeen Asset Management PLC., UK and Aberdeen Claims
Administration Inc., USA, (together referred to as ‘Aberdeen’) the erstwhile Satyam had deposited a total
amount of USD 80.16 Million towards the Settlement Amount and interest in an Escrow Account during the
financial year ended March 31, 2013.
In the meanwhile, Commissioner of Income Tax Mumbai has filed two writ petitions before the Hon’ble
High Court of Bombay, seeking to set aside the orders of Authority for Advance Ruling dated February 15,
2016, which ruled that no withholding tax is applicable for remittance of Settlement Amount. The above writ
petitions have been disposed o by the Prothonotary authority of non-removal of oce objections.
Considering the disposal of writs filed by the Commissioner of Income Tax Mumbai and no subsequent
action being taken by the Income tax department to restore such writs / file fresh writ petitions before the
Hon’ble High Court of Bombay. The Company is in discussions with Aberdeen trusts to obtain letters of
indemnity from the claimants, indemnifying the Company in regard to future actions by Indian Income tax
department. Post receipt of such letters, the Company seeks to remit the Settlement amounts to Aberdeen
trusts.
38 DETAILS OF THE INVESTMENT PROPERTY AND ITS FAIR VALUE
The Company has assessed the fair valuation of its investment property as at March 31, 2020 from a
Government registered independent valuer.
198
The fair values of investment properties are given below:
` in Million
Description As at
March , March ,
Land ,
Building
805 793
Plant & Machinery
492 535
Furniture & Fixtures
86 92
Oce Equipment
Total
2,563
2,223
39 DISPUTE WITH VENTURE GLOBAL ENGINEERING LLC
Pursuant to a Joint Venture Agreement in 1999, the erstwhile Satyam and Venture Global Engineering LLC
(‘VGE’) incorporated Satyam Venture Engineering Services Private Limited (‘SVES’) in India with an objective
to provide engineering services to the automotive industry.
On March 20, 2003, numerous corporate aliates of VGE filed for bankruptcy and consequently the erstwhile
Satyam, exercised its option under the Shareholders Agreement (the ‘SHA’), to purchase VGE's shares in
SVES. The erstwhile Satyam's action, disputed by VGE, was upheld in arbitration by the London Court of
International Arbitration vide its award in April 2006 (the ‘Award’). VGE disputed the Award in the Courts in
Michigan, USA.
The Courts in Michigan, USA, confirmed and directed enforcement of the Award. They also rejected VGE’s
challenge of the Award. In 2008, the District Court of Michigan further held VGE in contempt for its failure to
honour the Award and inter-alia directed VGE to dismiss the nominees of VGE on its Board and replace them
with individuals nominated by the erstwhile Satyam. This Order was also confirmed by the Sixth Circuit Court
of Appeals in 2009. Consequently, erstwhile Satyam’s nominees were appointed on the Board of SVES and
SVES confirmed their appointment at its Board meeting held on June 26, 2008. The erstwhile Satyam was
legally advised that SVES became its subsidiary with eect from that date.
In the meantime, while proceedings were pending in the USA, VGE filed a suit in April 2006, before the
District Court of Secunderabad in India for setting aside the Award. The City Civil Court, vide its judgment in
January 2012, has set aside the Award, against which the erstwhile Satyam preferred an appeal (Company
Appeal) before the Hon’ble High Court.
VGE also filed a suit before the City Civil Court, Secunderabad inter alia seeking a direction to the Company
to pay sales commission that it was entitled to under the Shareholders Agreement. In the said suit, two ex-
parte Orders were issued directing the Company and Satyam to maintain status quo with regard to transfer
of 50% shares of VGE and with regard to taking major decisions which are prejudicial to the interests of VGE.
The said suit filed by VGE is still pending before the Civil Court. The Company has challenged the ex-parte
Orders of the City Civil Court Secunderabad, before the Hon’ble High Court (SVES Appeal).
The Hon’ble High Court of Andhra Pradesh consolidated all the Company appeals and by a common Order
dated August 23, 2013 set aside the Order of the City Civil Court, Hyderabad setting aside the award and
also the ex-parte Orders of the City Civil Court, Secunderabad. The Hon’ble High Court as an interim measure
ordered status quo with regard to transfer of shares. VGE has filed special leave petition against the said
Order before Supreme Court of India, which is currently pending. The Supreme Court by an interim Order
dated October 21, 2013 extended the Hon’ble High Court Order of status-quo on the transfer of shares. The
Company has also filed a Special Leave Petition (‘SLP’) before the Supreme Court of India challenging the
judgment of the Hon’ble High Court only on the limited issue as to whether the Civil Court has jurisdiction
to entertain VGE’s challenge to the Award. The said Petitions are pending before the Supreme Court. The
Hon’ble Bench of Supreme Court, in view of the dierence of opinion by an order dated November 1, 2017
has directed the registry to place the SLP’s before the Chief Justice of India for appropriate further course of
action.
Financial Statements
Annual Report 2019-20 199
In a related development, in December 2010, VGE and the sole shareholder of VGE (the Trust, and together
with VGE, the Plaintis), filed a complaint against the erstwhile Satyam in the United States District Court for
the Eastern District of Michigan (District Court) inter alia asserting claims under the Racketeer Influenced
and Corrupt Organization Act, 1962 (RICO), fraudulent concealment and seeking monetary and exemplary
damages (the Complaint). The District Court vide its order in March 2012 has dismissed the Plaintis Complaint.
The District Court also rejected VGE’s petition to amend the complaint. In June 2013, VGE’s appeal against
the order of the District Court has been allowed by the US Court of Appeals for the Sixth Circuit. The matter
is currently before the District Court and the Company has filed a petition before District Court seeking
dismissal of the Plainti’s Complaint. The said petition is pending before the District Court. On March 31, 2015,
the US District Court stayed the matter pending hearing and decision by the Indian Supreme Court in the
Special Leave Petitions filed by VGE and the Company.
40 FOREIGN CURRENCY RECEIVABLES
In respect of overdue foreign currency receivables for the period’s upto March 31, 2009 pertaining to erstwhile
Satyam, the Company is taking steps under the provisions of FEMA, for recovery and/or permissions for
write-os as appropriate. The Management has fully provided for these receivables.
41 Segment information has been presented in the Consolidated Financial Statements in accordance with Indian
Accounting Standard Ind AS 108, Operating Segments as notified under the Companies (Indian Accounting
Standard) Rules, 2015.
42 Based on the information available with the Company, there are below outstanding amounts payable to
creditors who have been identified as “suppliers” within the meaning of “Micro, Small and Medium Enterprises
Development (MSMED) Act, 2006”.
` In Million
Particulars
As at March 31, 2020 As at March 31, 2019
Principal Interest Principal Interest
Amounts due to vendor
42 - 18 -
Principle amounts paid ( includes unpaid) beyond
appointed date
0 - 3 -
Interest due and payable for the year
- - - 0
Interest accrued and remaining unpaid
- - - 0
Further interest due and payable even in the succeeding
years, until such date when the interest dues*
- - - -
‘0’represents amount less than ` 1 Million.
* The amount is Nil as above are actually paid.
43 DETAILS OF EMPLOYEE BENEFITS AS REQUIRED BY THE IND AS19 EMPLOYEE
BENEFITS ARE AS UNDER:
i. Defined Contribution Plans
The Company makes contributions to Provident Fund, Superannuation Fund and National Pension
Scheme Fund which are defined contribution plans for qualifying employees. Under these Schemes,
the Company contributes a specified percentage of the payroll costs to the respective funds.
The Company has recognized as an expense in the Statement of Profit and Loss the following:
•` 32 Million (March 31, 2019: ` 27 Million) for National Pension Scheme contributions.
•` 355 Million (March 31, 2019: ` 347 Million) for Superannuation Fund contributions; and
•` 2,658 Million (March 31, 2019: ` 2,455 Million) for Provident Fund contributions.
200
ii. Defined Benefit Plan
In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the company
operates a scheme of gratuity which is a defined benefit plan. The gratuity plan is partially funded.
The following table sets out the Changes in Defined Benefit Obligation (‘DBO’) and Trust Fund plan
assets recognized in the Balance Sheet are as under:
` in Million
Particulars
As at
March 31, 2020
March 31, 2019
Partially Funded
Partially Funded
Defined benefit obligation at the beginning of the year
2,996 2,736
Current Service cost
478 449
Past Service Cost
28 -
Interest cost
199 188
Others
- 4
Actuarial (gain)/loss – experience
(3) (56)
Actuarial (gain)/loss – financial assumptions
134 50
Benefits paid
(391) (375)
Defined benefit obligation at the end of the year
3,441
2,996
` in Million
Change in Fair Value of Plan Assets
As at
March 31, 2020
March 31, 2019
Fair value of plan assets at the beginning of the year
171 149
Others
1 5
Interest income on Plan Assets
12 11
Actuarial (gain)/loss on plan assets
- 6
Fair value of plan assets at the end of the year
184
171
` in Million
Particulars
As at
March 31, 2020
March 31, 2019
Defined benefit obligation
3,441 2,996
Fair Value of Plan Assets
(184) (171)
Net defined benefit obligation disclosed as:
3,257 2,825
- Current provisions
294 265
- Non current provisions
2,963
2,560
As at March 31, 2020 and March 31, 2019 plan assets were primarily invested in insurer managed funds
` in Million
Particulars
For the year ended
March 31, 2020
March 31, 2019
Current service cost
478 449
Others
0 0
Past Service Cost
28 0
Interest cost on Defined Benefit obligation
199 188
Interest income on Plan Assets
(12) (11)
Expenses recognized in the Statement of Profit and Loss (refer note - )
693
626
Financial Statements
Annual Report 2019-20 201
` in Million
Actuarial (Gain)/Loss recognized in Other Comprehensive Income
For the year ended
March 31, 2020
March 31, 2019
Actuarial (gain)/loss on defined benefit obligation
131 (6)
Actuarial (gain)/loss on plan assets
(1) (6)
Net (gain)/loss recognised in Other Comprehensive Income
130
(12)
Principal Actuarial Assumptions (Non Funded)
As at
March 31, 2020
March 31, 2019
Discount Rate
6.40% 7.10%
Expected rate of increase in compensation
4% to 10% 4% to 10%
Mortality Rate
Indian assured
lives Mortality
(2006-08) Modified
Ult
Indian assured
lives Mortality
(2006-08) Modified
Ult
Withdrawal Rate
10% to 70% 10% to 70%
• ThediscountrateisbasedontheprevailingmarketyieldsofIndianGovernmentBondsasatthe
balance sheet date for the estimated terms of the obligations.
• Theestimateoffuturesalaryincreasetakesintoaccountination,seniority,promotionandother
relevant factors, such as supply and demand in the employment market.
Disclosure related to indication of eect of the defined benefit plan on the entity’s future cash
flows:
` in Million
Payout in the next
March 31, 2020
March 31, 2019
year
492 449
- years
536 458
- years
567 516
- years
638 555
- years
678 620
years and beyond
3,025 2766
Sensitivity analysis: A quantitative sensitivity analysis for significant assumption as at March 31, 2020
and March 31, 2019 is as shown below:
` in Million
Eect on DBO on account of . % change in the assumed rates:
Year Discount Rate Salary Escalation Rate Withdrawal Rate
0.5%
Increase
0.5%
Decrease
0.5%
Increase
0.5%
Decrease
5%
Increase
5%
Decrease
March ,
(97) 103 100 (95) (45) 61
March , () () ()
The sensitivity results above determine their individual impact on Defined Benefit Obligation. In reality,
the plan is subject to multiple external experience items which may move the defined Benefit Obligation
in similar or opposite directions, while the Plan’s sensitivity to such changes can vary over time.
202
44 AUDITORS’ REMUNERATION EXCLUSIVE OF SERVICE TAX/GST
` in Million
Particulars
For the year ended
March 31, 2020
March 31, 2019
Audit Fees (including quarterly audits)
38 38
For other service (certifications, etc.)
18 14
For taxation matters
6 5
For reimbursement of expenses
1 1
Total
63
58
45 DISCLOSURES FOR REVENUE FROM CONTRACTS WITH CUSTOMERS
(i) Disaggregation of Revenue
Revenue disaggregation by nature of services is as follows:
` in Million
Nature of services
For the year ended
March 31, 2020
March 31, 2019
IT Services
267,109 253,445
BPO
25,145 18,836
Total
292,254
272,281
Revenue disaggregation by geography is as follows:
` in Million
Geography
For the year ended
March 31, 2020
March 31, 2019
Americas
154,062 138,649
Europe
72,740 79,704
India
25,798 19,680
Rest of the world
39,654 34,248
Total
292,254
272,281
Geographical revenue is allocated based on the location of the customer
During the year ended March 31, 2020, one customer individually accounted for more than 10% of the
revenue.
The Company has evaluated the impact of the COVID-19 pandemic, amongst other matters, resulting
from (i) the possibility of constraints to render services which may require revision of estimations of
costs to complete the contract because of additional eorts, (ii) termination or deferment of contracts
by customers and (iii) customer disputes. The Company has concluded that the impact of the COVID-19
pandemic is not material based on these estimates.
Industry vertical wise:
` in Million
Industry Vertical
For the year ended
March 31, 2020
March 31, 2019
Telecommunication
112,994 105,112
Manufacturing
48,487 46,531
Media and Entertainment
28,234 19,179
Banking and Finance
38,211 34,664
Retail, Transport and Logistics
23,191 20,412
Others
41,137 46,383
Total
292,254 272,281
Financial Statements
Annual Report 2019-20 203
(ii) Remaining performance obligations
The remaining performance obligations disclosure provides the aggregate amount of the transaction price
yet to be recognised as of the end of the reporting period and an explanation as to when the Company
expects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the
Company has not disclosed the remaining performance obligation for contracts where the entity has a right
to consideration from a customer in an amount that corresponds directly with the value to the customer of
the entity’s performance completed to date, typically those contracts where invoicing is on time and material
basis. Remaining performance obligation estimates are subject to change and are aected by several factors,
including terminations, changes in scope of contracts, periodic revalidations, adjustments for revenue that
has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31,
2020 other than those meeting the exclusion criteria mentioned above, is ` 362,202 Million. Out of this, the
Company expects to recognise revenue of around 39% within the next one year and the remaining thereafter.
This includes contracts that can be terminated for convenience without a substantive penalty since, based on
current assessments the occurrence of the same is expected to be remote.
(iii) Contract assets and liabilities
Changes in the contract assets balances during the year ended March 31, 2020 and March 31, 2019 are as
follows:
` in Million
Contract assets:
As at
March 31, 2020
March 31, 2019
Opening Balance
2,862 1,348
Add: Revenue recognised during the year
17,456 14,956
Less: Invoiced during the year
16,654 13,442
Closing Balance (refer note )
3,664 2,862
Changes in the unearned revenue balances during the year ended March 31,2020 and March 31,2019 are as
follows:
` in Million
Particulars
As at
March 31, 2020
March 31, 2019
Unearned revenue :
Opening Balance
1,253 1,001
Less: Revenue recognised that was included in the unearned revenue at the
beginning of the year
1,154 990
Add: Invoiced during the year (excluding revenue recognized during the year)
1,104 1,242
Closing Balance (refer note )
1,203 1,253
(iv) Contract Price
Reconciliation of revenue recognised in the statement of profit and loss with the contracted price:
The company has recognized revenue of ` 292,254 Million which is adjusted by discounts of ` 11,263 Million
for the year ended March 31, 2020.
204
46 LEASES
Transition to Ind AS 116
Ministry of Corporate Aairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules,
2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116
Leases which replaces the existing lease standard, Ind AS 17 leases, and other interpretations. Ind AS 116 sets
out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees
and lessors. It introduces a single, on-balance sheet lease accounting model for lessees.
The Company has adopted Ind AS 116, eective annual reporting period beginning April 1, 2019 and applied
the standard to its leases, retrospectively, with the cumulative eect of initially applying the Standard,
recognised on the date of initial application (April 1, 2019). Accordingly, the Company has not restated
comparative information; instead, the cumulative eect of initially applying this standard has been recognised
as an adjustment to the opening balance of retained earnings as on April 1, 2019.
As a lessee:
Operating leases
For transition, the Company has elected not to apply the requirements of Ind AS 116 to leases which are
expiring within 12 months from the date of transition by class of asset and leases for which the underlying
asset is of low value on a lease-by-lease basis. The Company has also used the practical expedient provided
by the standard when applying Ind AS 116 to leases previously classified as operating leases under Ind AS 17
and therefore, has not reassessed whether a contract, is or contains a lease, at the date of initial application,
relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately before the date
of initial application as an alternative to performing an impairment review, excluded initial direct costs from
measuring the right of use asset at the date of initial application and used hindsight when determining the
lease term if the contract contains options to extend or terminate the lease. The Company has used a single
discount rate to a portfolio of leases with similar characteristics.
On transition, the Company recognised a lease liability measured at the present value of the remaining lease
payments. The right-of-use asset is recognised at its carrying amount as if the standard had been applied
since the commencement of the lease, but discounted using the lessee’s incremental borrowing rate as
at April 1, 2019. Accordingly, a right-of-use asset of ` 3,482 Million and a corresponding lease liability of `
2,765 Million has been recognized. Right-of-use asset includes an amount of ` 834 Million which pertains
to reclassification from non-current / current prepaid operating lease rentals. The cumulative eect on
transition in retained earnings net o taxes is ` 78 Million (including impact of deferred tax of ` 57 Million).
The principle portion of the lease payments have been disclosed under cash flow from financing activities.
The lease payments for operating leases as per Ind AS 17 - Leases, were earlier reported under cash flow
from operating activities. The weighted average incremental borrowing rate of 5.19% has been applied to
lease liabilities recognised in the balance sheet at the date of initial application.
On application of Ind AS 116, the nature of expenses have changed from lease rent in previous periods to
depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.
The dierence between the future minimum lease rental commitments towards non-cancellable operating
leases and finance leases reported as at March 31, 2019 compared to the lease liability as accounted as at
April 1, 2019 is primarily due to reduction due to discounting of the lease liabilities as per the requirement of
Ind AS 116 and exclusion of the commitments for the leases to which the Company has chosen to apply the
practical expedient as per the standard.
Finance lease
The Company has leases that were classified as finance leases applying Ind AS 17. For such leases, the
carrying amount of the right-of-use asset and the lease liability at the date of initial application of Ind AS 116 is
the carrying amount of the lease asset and lease liability on the transition date as measured applying Ind AS
Financial Statements
Annual Report 2019-20 205
17. Accordingly, an amount of ` 27 Million has been reclassified from property, plant and equipment to right-
of-use assets. An amount of ` 43 Million has been reclassified from non current borrowings to non current
lease obligations and an amount of ` 83 Million has been reclassified from other current financial liabilities to
current lease obligations .
As a lessor:
The Company is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts
as a lessor, except for a sub-lease. The Company accounted for its leases in accordance with Ind AS 116 from
the date of initial application.
The total cash outflow for leases is ` 1,145 Million for the year ended March 31, 2020, including cash outflow
for short term and low value leases.
The table below provides details regarding the contractual maturities of lease liabilities as of March 31, 2020
on an undiscounted basis:
` in million
Particulars Not later than
year
Later than year
not later than
years
Later than years
Minimum Lease rentals payables , ,
The Company has given land and building on operating lease. The rental income recognized in the Statement
of Profit and Loss for the year ended March 31, 2020 is ` 320 Million (year ended March 31, 2019: ` 294
Million). The future lease rentals receivable on such non-cancellable operating leases are as follows:
` in million
Particulars Not later than Later than year
not later than
years
Later than years
Minimum Lease rentals receivable (March , :
` Million, ` Million and ` , Million
respectively.)
,
The Company has given computer equipment on finance lease. The future lease rentals receivable are as
follows:
` in Million
Particulars
As at
March 31, 2020
March 31, 2019
Minimum lease receivables
- Less than one year
300 292
- One to five years
216 180
Total
516
472
Present value of minimum lease receivables
- Less than one year
280 275
- One to five years
207 158
Total
487
433
206
47 FINANCIAL RISK MANAGEMENT FRAMEWORK
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the
Company’s risk management framework. The Company’s risk management policies are established to identify
and analyze the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks
and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in
market conditions.
Financial Instruments by category
The carrying value and fair value of financial instruments by categories as of March 31, 2020 is as follows:
` in Million
Particulars Fair value
through
P&L
Fair value
through
OCI
Derivative
instruments
in hedging
relationship
Amortised
cost
Total
carrying
value
Total Fair
Value*
Assets:
Cash and cash equivalents
18,038 18,038 18,038
Other balances with banks
542 542 542
Trade receivables
62,120 62,120 62,120
Investments (Other than in Subsidiary
and interest in TML Benefit Trust)
36,657 13 11,000 47,670 47,670
Loans
76 76 76
Other financial assets
4,760 32,333 37,093 37,093
Total
36,657 13 4,760 124,109 165,539 165,539
Liabilities:
Trade and other payables
25,256 25,256 25,256
Lease Liabilities
4,809 4,809 4,809
Other financial liabilities
471 5,118 5,667 11,256 11,256
Total
471 - 5,118 35,732 41,321 41,321
The carrying value and fair value of financial instruments by categories as of March 31, 2019 is as follows:
` in Million
Particulars Fair value
through
P&L
Fair value
through
OCI
Derivative
instruments
in hedging
relationship
Amortised
cost
Total
carrying
value
Total Fair
Value*
Assets:
Cash and cash equivalents
- - - 9,599 9,599 9,599
Other balances with banks
- - - 2,504 2,504 2,504
Trade receivables
- - - 59,639 59,639 59,639
Investments other than subsidiary,
associate and TML Benefit Trust
59,270 21 - 11,000 70,291 70,291
Loans
- - - 68 68 68
Other financial assets
- - 4,638 24,932 29,570 29,570
Total
59,270 21 4,638 107,742 171,671 171,671
Liabilities:
Trade and other payables
- - - 28,848 28,848 28,848
Borrowings
- - - 126 126 126
Other financial liabilities
465 - 630 28,010 29,105 29,105
Total
465 - 630 56,984 58,079 58,079
*The fair value of cash and cash equivalents, other balances with bank, trade receivables, unbilled receivables,
loans, trade payables, borrowings and certain other financial assets and liabilities approximate their carrying
amount largely due to the short term nature of these instruments.
Financial Statements
Annual Report 2019-20 207
Fair value Hierarchy:
The following table summarises financial assets and liabilities measured at fair value on a recurring basis and
financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are required):
The dierent levels have been defined as follows:
Level-1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities at net market value.
Level-2 – Inputs other than quoted prices included within level-1 that are observable for asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level- 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable
inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are
neither supported by prices from observable current market transactions in the same instrument nor are they
based on available market data.
` in Million
Particulars
As at March 31, 2020
Level 1 Level 2 Level 3 Total
Financial assets:
Mutual fund investments
25,029 - - 25,029
Equity Shares
13 - - 13
Treasury Bonds and bills
54 - - 54
Non-convertible Debentures
10,097 - - 10,097
Commercial Papers
- 1,477 - 1,477
Derivative financial assets
- 4,760 - 4,760
Total
35,193 6,237 - 41,430
Financial Liabilities:
Derivative financial Liabilities
- 5,118 - 5118
Other financial liabilities
- - 471 471
Total
- 5,118 471 5,589
` in Million
Particulars
As at March 31, 2019
Level 1 Level 2 Level 3 Total
Mutual fund investments
37,508 - - 37,508
Equity Shares
21 - - 21
Treasury Bonds and bills
42 - - 42
Non-convertible Debentures / Market Linked
Debentures
20,746 - - 20,746
Commercial Papers
- 974 - 974
Derivative financial assets
- 4,638 - 4,638
Total
58,317 5,612 - 63,929
Financial Liabilities:
Derivative financial Liabilities
- 630 - 630
Other financial liabilities
- - 465 465
Total
- 630 465 1,095
Credit Risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to
the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risk. Credit risk is controlled by analysing credit
limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after
obtaining necessary approvals for credit.
208
Financial instruments that are subject to concentration of credit risk principally consist of trade receivables,
investments, loans, cash and cash equivalents, other balances with banks and other financial assets. None of
the financial instruments of the Company result in material concentration of credit risk.
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and
financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
Investments primarily include investment in liquid mutual fund units, quoted bonds issued by government
and quasi government organizations and non-convertible debentures issued by institutions with high credit
ratings.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure
to credit risk was ` 165,539 and ` 171,671 Million as of March 31, 2020 and March 31, 2019 respectively, being
the total of the carrying amount of trade receivables, investments, cash and cash equivalents, other balance
with banks, loans and other financial assets.
In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks provided
by the Company. The Company’s maximum exposure in this respect is the maximum amount the Company
would have to pay if the guarantee is called on.
Trade receivables
Ind AS requires expected credit losses to be measured through a loss allowance. The Company assesses at
each Balance Sheet date whether a financial asset or a group of financial assets is impaired.
The Company has used a practical expedient by computing the expected credit loss allowance for
trade receivables based on a provision matrix. The provision matrix takes into account historical credit
loss experience and adjusted for forward-looking information. The Company’s exposure to customers is
diversified and no single customer contributes to more than 10% of outstanding accounts receivable and
unbilled revenue as of March 31, 2020 and March 31, 2019. The concentration of credit risk is limited due to
the fact that the customer base is large.
The expected credit loss allowance is based on the ageing of receivables and the rates in the provision
matrix. Movement in the expected credit loss allowance is as follows:
` in Million
Particulars
As at
March 31, 2020
March 31, 2019
Balance at the beginning of the year
5,487 5,335
Movement in the expected credit loss allowance on trade receivables and
other financial assets:
Provided during the year
3,857 2,649
Reversed/utilised during the year
(2,250) (2,497)
Balance at the end of the year
7,094
5,487
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Such changes in the values of financial instruments may result from changes in the
foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company’s
exposure to market risk is primarily on account of foreign currency exchange currency risk.
Financial Statements
Annual Report 2019-20 209
a) Foreign currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of
profit or loss and other comprehensive income and equity, where any transaction references more
than one currency or where assets / liabilities are denominated in a currency other than the functional
currency of the respective entities. Considering the countries and economic environment in which
the Company operates, its operations are subject to risks arising from fluctuations in exchange rates
in those countries. The risks primarily relate to fluctuations in US Dollar, Euro, Great Britain Pound,
Australian Dollar and Canadian Dollar against the respective functional currency of the Company. The
Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign
exchange currency risk.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to
exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with
its risk management policies.
The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate
exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 1% against
the respective functional currency of the Company.
Further the exposure as indicated below is mitigated by some of the derivative contracts entered into
by the Company as disclosed in note below.
The carrying amounts of the Company’s foreign currency denominated monetary assets and
monetary liabilities at the end of the year are as follows:
` in Million
Particulars Currency
March 31, 2020
March 31, 2019
Financial Assets USD
66,563 59,022
EUR
8,101 7,083
GBP
6,701 6,614
AUD
3,463 5,413
CAD
3,882 3,574
Others
12,184 10,677
Total
100,894
92,385
Financial Liabilities USD
9,605 19,927
EUR
1,133 1,442
GBP
894 1,028
AUD
528 744
CAD
158 524
Others
1,316 1,073
Total
13,633
24,738
A reasonably possible strengthening by 1% of USD, GBP, EUR, AUD and CAD against the Indian Rupee
as at March 31, 2020 and March 31, 2019 will aect the statement of profit and loss by the amounts
shown below:
` in Million
Currency
March 31, 2020
March 31, 2019
USD
570 391
EUR
70 56
GBP
58 56
AUD
29 47
CAD
37 30
210
b) Foreign Exchange Contracts and Options
Tech Mahindra Limited is exposed primarily to fluctuations in foreign currency exchange rates, credit
risk and liquidity risk which may impact the fair value of its financial instruments. The Company assesses
the unpredictability of the financial environment and seeks to mitigate potential eects on the financial
performance of the Company.
The Company enters into foreign Exchange Forward Contracts and Currency Option Contracts to
oset the foreign currency risk arising from the amounts denominated in currencies other than the
Indian Rupee. The counter party to the Company’s foreign currency Forward Contracts and Currency
Option Contracts is generally a bank. These contracts are entered into to hedge the foreign currency
risks of certain forecasted transactions. These contracts are for a period between 1 day and 3 years.
The following are the principal amounts of outstanding foreign currency exchange forward and option
contracts entered into by the Company which have been designated as Cash Flow Hedges:
Type of cover Amount outstanding in Foreign
currency (in FC Million)
Fair Value Gain / (Loss)
(` in Million)
Forwards GBP to USD
(March , : )
EUR to USD
(March , : )
AUD to USD
(March , : )
USD to CAD
(March , : )
USD to INR ,
(March , : ,)
,
(March , : )
,
(March , : )
(March , : )
(March , : )
(,)
(March , : ,)
Options GBP to USD Nil
(March , : )
EUR to USD Nil
(March , : )
USD to INR Nil
(March , : )
Nil
(March , :)
Nil
(March , :)
Nil
(March , : ())
The movement in hedging reserve for derivatives designated as Cash Flow Hedges is as follows:
` in Million
Particulars
March 31, 2020
March 31, 2019
(a) Balance at the beginning of the year
3,360 847
(b) Changes in the fair value of eective portion of derivatives – Gain/
(Loss)
(4,399) 2,743
(c) Net Gain/(Loss) reclassified to statement of profit and loss on
occurrence of hedged forecasted transactions
16 (230)
(d) Gain/(loss) on cash flow hedging derivatives, net (b+c)
(4,383) 2,513
(e) Balance as at the end of the year (a+d)
(1,022) 3,360
(f) Tax Impact on eective portion of outstanding derivatives
299 (947)
(g) Balance as at the end of the year, net of deferred tax (e+f)
(723) 2,413
The Company basis their assessment believes that the probability of the occurrence of their highly
probable forecasted transactions is not significantly impacted by the COVID-19 pandemic. The
Company has also considered the eect of changes, if any, in both counterparty credit risk and own
credit risk while assessing hedge eectiveness and measuring hedge ineectiveness. The Company
continues to believe that there is no impact on eectiveness of its hedges.
Financial Statements
Annual Report 2019-20 211
Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of
liquidity risk management is to maintain sucient liquidity and ensure that funds are available for use
as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking
facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows,
and by matching the maturity profiles of financial assets and liabilities.
The table below provides details regarding the contractual maturities of significant financial liabilities
as of March 31, 2020:
` in Million
Particulars
Less than 1
year
1-3 years
More than 3
years
Total
Non Derivative Financial Liabilities
Trade Payables
25,256 -
-
25,256
Lease Liabilities
1,505 2,910 1,151 5,566
Other financial liabilities
5,550 576 12
6,138
Total
32,311 3,486 1,163 36,960
Derivative Financial Liabilities
2,680 2,438 -
5,118
Total
34,991 5,924 1,163 42,078
The table below provides details regarding the contractual maturities of significant financial liabilities
as of March 31, 2019:
` in Million
Particulars
Less than 1
year
1-3 years More than 3
years
Total
Non Derivative Financial Liabilities
Finance lease obligation
83 43
-
126
Trade Payables
28,848 - - 28,848
Other financial liabilities
26,543 1,613 318
28,474
Total
55,474 1,656 318 57,448
Derivative Financial Liabilities
529 101 -
630
Total
56,003 1,757 318 58,078
Other risks
Financial assets carried at fair value as at March 31, 2020 is ` 36,670 Million and financial assets carried
at amortised cost as at March 31, 2020 is ` 124,109 Million. Of the above, financial assets having fair
value of ` 35,193 Million are classified as Level 1 as at March 31, 2020. The fair value of these assets is
marked to an active market which factors the uncertainties arising out of the COVID-19 pandemic.
The Company has assessed the counterparty credit risk in connection with Cash and cash equivalents,
bank deposits and earmarked balances with banks amount to ` 18,580 Million as at March 31, 2020
where the Company has assessed the counterparty credit risk.
Trade receivables amounting to ` 1,134 Millions as at March 31, 2020 is valued at considering provision
for allowance under the expected credit loss method. In addition to the historical pattern of credit loss,
the Company has considered the likelihood of increased credit risk considering emerging situations
due to the COVID-19 pandemic. This assessment is based on the likelihood of the recoveries from
the customers in the present situation. The Company closely monitors its customers who are going
through financial stress and assesses actions such as change in payment terms, recognition of revenue
on collection basis etc., depending on severity of each case. The same assessment is done in respect
of unbilled receivables and contract assets while arriving at the level of provision that is required.
Basis this assessment, the allowance for doubtful trade receivables is considered adequate.
212
48 CURRENT TAX AND DEFERRED TAX
The income tax expense for the year ended can be reconciled to the accounting profit as follows:
` in Million
Particulars
For the year ended
March 31, 2020
March 31, 2019
Profit before tax
53,322 54,266
Enacted tax rate
34.94% 34.94%
Income tax expense calculated at enacted tax rate
18,633 18,965
Eect of income that is exempt from tax*
(12,368) (7,603)
Impact of tax exemption which may not be fully utilized
1,936 1,851
Eect of expenses disallowed for tax purpose
2,480 304
Eect of tax on income at dierent rates
360 218
Eect of income taxes related to prior years
(2,451) (3,018)
Others
(613) (248)
Income tax expense recognised in statement of profit and loss
7,977
10,469
*Includes allowance under section 10AA of Income Tax Act, 1961 and dividend received from subsidiaries.
The tax rate used for the above reconciliation is the rate as applicable for the respective period payable by
corporate entities in India on taxable profits under the Indian income tax laws.
Current tax for the year ended March 31, 2020 includes tax expense with respect to foreign branches
amounting to ` 1,411 Million (year ended March 31, 2019: ` 1,066 Million).
Deferred Tax:
The following is the analysis of Deferred Tax Assets presented in the Balance Sheet:
` in Million
Particulars
As at
March 31, 2020
March 31, 2019
Deferred tax assets
4,554 3,307
Deferred tax liabilities
(190) (1,125)
Deferred tax assets (net)
4,364
2,182
The tax eect of significant temporary dierences that has resulted in deferred tax assets are given below:
` in Million
Particulars
For the year ended March 31, 2020
Opening
balance
Recognised
in Profit
and loss
Recognised
in OCI
Others* Closing
balance
Employee Benefits
1,439 (72) 41 - 1,408
Property, Plant and Equipment
718 (170) - - 548
Provisions
1,044 510 - - 1,554
Changes in fair value of derivatives
(1,125) (12) 1247 - 110
Other Items
106 580 - 58 744
Net Deferred Tax Assets
2,182 836 1,288 58 4,364
*includes impact of INDAS 116
Financial Statements
Annual Report 2019-20 213
Particulars
For year ended March 31, 2019
Opening
balance
Recognised
in Profit
and loss
Recognised
in OCI
Closing
balance
Employee Benefits
1,358 85 (4) 1,439
Property, Plant and Equipment
616 102 - 718
Provisions
818 226 - 1,044
Changes in fair value of derivatives
(397) 22 (750) (1,125)
Other Items
358 (252) - 106
Net Deferred Tax Assets
2,753 183 (754) 2,182
Deferred tax expense for the year ended March 31, 2020 is net of MAT credit of ` Nil Million (year ended
March 31, 2019: ` 17 Million).
49 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
i. List of Related Parties as of March 31, 2020
Promoter having significant influence and its related parties:
Mahindra & Mahindra Limited*
Direct / Indirect Subsidiaries
Tech Mahindra (Americas) Inc. and its following subsidiaries:
• TechTalentaInc.
• Mad*PowMediaSolutionsLLC(acquiredw.e.fJuly31,2019)
• TechMahindraIPRInc.,(MergedwithTechMahindra(Americas)Inc.w.e.f.September1,2018)
• LightbridgeCommunicationsCorporation(‘LCC’)anditsfollowingsubsidiaries:
• TechMahindraNetworkDesignServices,Inc.(mergedwithTechMahindraNetworkServices
International, Inc. w.e.f February 27,2019)
• TechMahindraNetworkServicesInternationalInc.
• TechMahindraNetworkServicesBelgium
• LCCMiddleEastHoldings,Inc.(MergedwithLightbridgeCommunicationsCorporationw.e.f.
November 15, 2018)
• LCCMiddleEastFZ-LLC
• LCCEngineering&DeploymentServicesMisr,LTD(underliquidation)
• LCCFranceSARL
• LCCTelecomGmbH
• LCCDesignAndDeploymentServicesLtd.
• LCCItalias.r.l.
• LCCSaudiTelecomServices,Ltd.
• LCCSaudiArabiaTelecomServicesCo.Ltd/JordanWLL
• LCCCentralAmericadeMexico,SAdeCV
• LCCWirelessCommunicationsServicesMarox,SARLAU
• LCCEuropeB.V
• LCCInstallation&ServicesProfessionalsBV(MergedwithLCCNetworkServicesBVw.e.f.
November 6, 2018)
• LCC Installation & Services Projects BV (Merged with LCC Network Services B V w.e.f.
November 6, 2018)
214
• LCCNetworkServices,B.V.
• LCCNorthCentralEurope,B.V.
• LCCProjectsBV(MergedwithLCCNetworkServicesBVw.e.f.November6,2018)
• LCCProfessionals,B.V.(MergedwithLCCNetworkServicesBVw.e.f.November6,2018)
• LCCTelecomInfraProfessionalsBV(MergedwithLCCNetworkServicesBVw.e.f.November
6, 2018)
• LCCTelecomInfraProjectsBV(MergedwithLCCNetworkServicesBVw.e.f.November6,
2018)
• LCCMuscatLLC
• LCCIndiaPrivateLtd.(struckow.e.fAugust9,2018)
• LCCNetworksPolandSp.z.o.o
• LightBridgeCommunicationsCorporationLLC
• LCCWirelessCommunicationsEspana,SA
• LCCTelekomunikasyonServisLimited(underliquidation)
• LCCDeploymentServicesUK,Ltd.
• LCCUnitedKingdom,Ltd.
• TechMahindraS.A.
• Tech-MahindraBoliviaS.R.L.
• LeadcomIntegratedSolutionsTchadSARL
• TechMahindraColombiaS.A.S.
• LeadcomDRCSPRL
• TechMahindraEcuadorS.A.
• LeadcomIntegratedSolutions(SPV)SAS
• LeadcomGabonS.A.
• STAGabon(Struckow.e.fFebruary24,2020)
• LeadcomGhanaLimited
• TechMahindraGuatemalaS.A.
• LeadcomIntegratedSolutions(L.I.S.)Ltd
• SocietedeTelecommunicationsAfricaine(STA)Abidjan
• LeadcomIntegratedSolutionsKenyaLimited
• LeadcomIntegratedSolutionsMyanmarCo.,Ltd
• LeadcomIntegratedSolutionsInternationalB.V.
• TechMahindraPanamaS.A.
• TechMahindradePeruS.A.C.
• LeadcomIntegratedSolutionsRwandaLtd
• STADakar
• LeadcomIntegratedSolutionsTanzaniaLtd.
• LeadcomUgandaLimited
• ConiberS.A.
• TechMahindraCostaRicaSociedadAnonima.
• LCCdoBrasilLtda.(underliquidation)
• LCCDisenoyServiciosdeREDPeruS.R.L(Dissolvedw.e.fNovember16,2018)
Financial Statements
Annual Report 2019-20 215
Tech Mahindra Healthcare Systems Holdings LLC and its following subsidiaries
• TechMahindraHealthcareLLC
• TheCJSSolutionsGroup,LLC
• HealthcareClinicalInformaticsLimited
• HCIGroupAustraliaPtyLtd
• HCIGroupUKLimited
• HighResolutionConsultingLimited(dissolvedw.e.fApril2,2019)
• HighResolutionResourcingLimited(dissolvedw.e.fApril2,2019)
• HCIGroupDMCC(de-registeredw.e.f.January14,2020)
• CJSSolutionsGroupCanadaULC(dissolvedw.e.fJuly16,2019)
Tech Mahindra Canada, Inc. (incorporated on June 18, 2019 ; amalgamated with Objectwise Consulting
group Inc. w.e.f October 4, 2019)
Objectwise Consulting group Inc (acquired on October 4, 2019)
Tech Mahindra GmbH and its following subsidiaries
• TechMIT-ServicesGmbH
• TechMahindraNorwayAS
Tech Mahindra (Singapore) Pte Limited
• BornGroupPte.Ltd.(acquiredonNovember26,2019)
• GroupFMGHoldingsB.V(acquiredonNovember26,2019)
• WhiteeldsHoldingAsiaLtd.(acquiredonNovember26,2019)
• BornJapanKabhushikiKaisha(acquiredonNovember26,2019)
• BornDigitalSdnBhd(acquiredonNovember26,2019)
• BornCreativeCommerceGroupInc.(acquiredonNovember26,2019)
• BornLondonLtd(acquiredonNovember26,2019)
• BornGroupInc(acquiredonNovember26,2019)
• BornGroupHKCompanyLimited(acquiredonNovember26,2019)
Born Commerce Private Limited (acquired on November 25, 2019)
Tech Mahindra (Thailand) Limited
PT Tech Mahindra Indonesia
Tech Mahindra (Beijing) IT Services Limited
Tech Mahindra (Nigeria) Limited
Tech Mahindra (Bahrain) Limited S.P.C.
Tech Mahindra Business Services Limited
Comviva Technologies Limited and its following subsidiaries:
• ComvivaTechnologiesMadagascarSarlu
• ComvivaTechnologiesInc.(closedw.e.fMarch27,2019)
• YABXTechnologies(Netherlands)B.V.
• ComvivaTechnologiesSingaporePte.Limited
• ComvivaTechnologiesFZ-LLC
• ComvivaTechnologiesB.V.anditsfollowingsubsidiaries
• ComvivaTechnologiesMexico,SdeR.L.deC.V
216
• ComvivaTechnologiesdoBrasilIndustriaComercio,ImportacaoeExportacaoLtda(formerly
known as ATS Advanced Technology Solutions do Brasil Industria Comercio, Importacao e
Exportacao Ltda)
• ComvivaTechnologiesColombiaS.A.S
• ComvivaTechnologies(Australia)PtyLtd
• EmagineInternationalPtyLtd
• TerraPaymentServicesSouthAfricaRF(Pty)Limited(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServices(Netherlands)BVanditsfollowingsubsidiaries(stakedivestedw.e.fMarch
2,2020)
• MobexMoneyTransferServicesLimited(stakedivestedw.e.fMarch2,2020)
• TerrapayServices(UK)Limited(DissolvedeectiveMarch26,2019)
• TerraPaymentServices(Tanzania)Limited(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServices(Uganda)Limited(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServicesS.A.R.L(Senegal)(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServicesS.A.R.L(CongoB)(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServices(UK)Limited(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServicesBotswana(Proprietary)Limited(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServices(Mauritius)(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServicesS.A.R.L(DRC)(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServices(India)PrivateLimited(Struckow.e.fDecember11,2019)
• ComvivaTechnologiesNigeriaLimitedanditsfollowingsubsidiary
• Hedonmark(ManagementServices)Limited
• ComvivaTechnologies(Argentina)S.A
• ComvivaTechnologiesMyanmarLimited(incorporatedonDecember6,2019)
• ComvivaTechnologiesUSAInc(incorporatedonNovember5,2019)
• ComvivaTechnologiesCoteD’ivoire(incorporatedonFebruary18,2020)
Bharti Telesoft International Private Limited Executive Provident Fund Trust
Bharti Telesoft Ltd.Employess Group Gratuity Trust
Comviva ESOP Trust
Stitching TPS ESOP (Sold with eect from March 2, 2020)
Stichting YABX ESOP
Stitching TPS ESOP 2 (incorporated on October 30, 2019) (Sold with eect from March 2, 2020)
Tech Mahindra (Shanghai) Co. Ltd
Tech Mahindra Holdco Pty Limited
• TechMahindraSouthAfrica(Pty)Limited
Tech Mahindra (Nanjing) Co. Ltd
Tech Mahindra Technologies Inc.
Citisoft Plc. and its following subsidiary
• CitisoftInc.
Satyam Venture Engineering Services Private Limited (subsidiary through Board control) and its following
subsidiary
• SatyamVentureEngineeringServices(Shanghai)CoLimited
Financial Statements
Annual Report 2019-20 217
• SatvenGmbH
Tech Mahindra De Mexico S.DE.R.L.DE.C.V
vCustomer Philippines, Inc. and its subsidiary
• vCustomerPhilippines(Cebu),Inc.
Tech Mahindra Servicos De Informatica Ltda
Tech Mahindra ICT Services (Malaysia) SDN. BHD
FixStream Networks Inc. and its subsidiary (stake divested on September 30, 2019) (refer note 35)
• FixStreamIndiaPrivateLimited(stakedivestedonSeptember30,2019)(refernote35)
Mahindra Technologies Services, Inc. (Merged with Tech Mahindra (Americas) Inc., w.e.f July 1, 2019) (refer
note 35)
Mahindra Engineering Services (Europe) Limited and its subsidiaries
• TechMahindraCommunicationsJapanCo.,Ltd(FormerlyknownasK–VisionCo.Ltd.)
• Inter-Informatics,spol.sr.o.anditsfollowingsubsidiaries:
• Inter-InformaticsSRL
• TCInter-Informaticsa.s.
• Inter-Informaticss.r.o(Dissolvedw.e.fFebruary13,2019)
Mahindra Engineering Services ESOP Trust
Sofgen Holdings Limited and its following subsidiaries
• SofgenAmericasInc(MergedwithTechMahindra(Americas)Inc.w.e.f.June11,2018)
• SofgenServicesLimited(Dissolvedw.e.f.October25,2018)
• SofgenLimited(Dissolvedw.e.f.May16,2018)
• Sofgen(UK)Limited(Dissolvedw.e.f.June25,2019)
• SofgenIrelandLimited(underliquidation)
• SofgenIndiaPrivateLimited(MergedwithTechMahindraLtdw.e.fAugust8,2018)
• SofgenSA
• SofgenConsultingAG(mergedwithSofgenSAw.e.fApril30,2019)
• SofgenAfricaLimited
• SofgenWestAfricaLimited(Liquidatedw.e.f.August17,2018)
• SofgenSdn.Bhd.(dissolvedw.e.fJanuary8,2020)
• SofgenServicesPte.Ltd.
Tech Mahindra DRC SARLU
NTH Dimension Ltd
Tech Mahindra Arabia Limited
Tech Mahindra Netherlands B.V.
Tech Mahindra Growth Factories Limited (merged with Tech Mahindra Limited w.e.f March 10, 2020)
Tech Mahindra France SAS (liquidated on May 22, 2018)
Tech Mahindra Sweden AB
Tech Mahindra Spain S.L. (Incorporated on December 30, 2019)
Tech Mahindra France (Incorporated on January 16, 2020)
Tech Mahindra LLC
Tech Mahindra Chile SpA
Tech Mahindra Vietnam Company Limited
218
Tech Mahindra Fintech Holdings Limited and Its following subsidiaries:
• TargetTopcoLimited(dissolvedonJanuary21,2020)
• TargetTGInvestmentsLimited
• TargetGroupLimited
• ElderbridgeLimited
• TargetServicinglimited
• TargetFinancialSystemLimited
• HarloshLimited
• HarloshNZLimited(struckow.e.fOctober11,2019)
The Bio Agency Limited
PF Holdings B.V. and its subsidiaries
• PininfarinaS.p.A.anditsfollowingsubsidiaries
• PininfarinaExtraS.r.l.(mergedwithPininfarinaS.p.A.eectiveJanuary1,2019)
• PininfarinaofAmericaCorp.
• PininfarinaDeutschlandHoldingGmbh
• PininfarinaShanghaiCo.,Ltd
• PininfarinaEngineeringS.r.l.
• PininfarinaDeutschlandGmbh
Dynacommerce Holding B.V (acquired on May 9, 2019)
• DynacommerceB.V.(acquiredonMay9,2019)
• DynaleanB.V.(acquiredonMay9,2019)
• RapidCommerceB.V.(LiquidatedonSeptember27,2019)
• DynacommerceGmbh(mergedwithTechMahindraGMBHw.e.fJanuary8,2020)
• DynacommerceIndiaPvtLtd.(mergedwithTechMahindraLimitedw.e.fMarch10,2020)
TML Benefit Trust
Satyam Associates Trust
Sofgen India Pvt Ltd Employees Gratuity Fund
Associates
Avion Networks, Inc.
IQS Information Solutions WLL (till November 26,2018)
Altiostar Networks, Inc. (till April 26, 2019)
SARL Djazatech
EURL LCC UK Algerie
Signature S.r.l.
Goodmind S.r.l.
Infotek Software and Systems Private Limited (w.e.f April 8, 2019)
Vitaran Electronics Private Limited (w.e.f April 8, 2019)
Other related parties
Tech Mahindra Foundation
Mahindra Educational Institutions
TML Odd Lot Trust
Financial Statements
Annual Report 2019-20 219
Mahindra Satyam Foundation
Tech Mahindra Limited Superannuation Scheme
Tech Mahindra Limited Employees Gratuity Scheme
Tech Mahindra Limited Employees Gratuity Scheme
Key Management Personnel
Anand G. Mahindra – Non-Executive Chairman
Vineet Nayyar @- Non-Executive Director
C.P. Gurnani - Managing Director and Chief Executive Ocer
Milind Kulkarni $ – Chief Financial Ocer
Manoj Bhat - Chief Financial Ocer
Anil Khatri – Company Secretary
Ulhas N. Yargop^ - Non-Executive Director
V.S. Parthasarathy - Non-Executive Director
Anupam Puri^ - Non-Executive Independent Director
M. Rajyalakshmi Rao - Non-Executive Independent Director
Ravindra Kulkarni^ - Non-Executive Independent Director
T. N. Manoharan - Non-Executive Independent Director
M. Damodaran - Non-Executive Independent Director
Mukti Khaire ** – Non-Executive Independent Director
Haigreve Khaitan# - Non-Executive Independent Director
Shikha Sharma# - Non-Executive Independent Director
Dr.Anish Shah^^ - Non-Executive Director
$upto May 31, 2018 ^upto July 31, 2019
@upto July 31, 2018 #w.e.f August 1, 2019
**w.e.f April 19, 2019 ^^w.e.f September 10, 2019
*includes subsidiaries of Mahindra & Mahindra Limited
ii. The Following table summarizes related party transactions and balances:
` in Million
Nature of Transaction Promoter
and its
subsidiaries
Subsidiaries Associate Others KMP Total
Revenue from operations , , - - - ,
[,] [,] [-] [-] [-] [,]
Sub-contracting Expenses , - - - ,
[-] [,] [-] [-] [-] [,]
Reimbursement of Expenses , - () - ,
(Net) paid/(received) [()] [] [-] [-] [-] []
Travelling Expenses - - - -
[] [-] [-] [-] [-] []
Software/Hardware and
project specific expenses
- - - -
[-] [] [-] [-] [-] []
220
` in Million
Nature of Transaction Promoter
and its
subsidiaries
Subsidiaries Associate Others KMP Total
Rent expenses - - - -
[] [] [-] [-] [-] []
Rental Income - - -
[-] [] [-] [] [-] []
Corporate Social
Responsibility expenditure /
donations
- - - -
[-] [-] [-] [] [-] []
Remuneration to KMPs - - - -
[-] [-] [-] [-] [] []
Commission/Sitting fees - - - -
[-] [-] [-] [-] [] []
Dividend Paid , , - - ,
[,] [,] [-] [] [] [,]
Buy back of Equity Shares , , - - - ,
[-] [-] [-] [-] [-] [-]
Other Income - , - - - ,
[-] [,] [-] [-] [-] [,]
Interest Income - - -
[-] [] [-] [-] [-] []
Purchase of property, plant & - - -
Equipment [] [-] [-] [-] [-] []
Dividend Income - , - - - ,
[-] [,] [-] [-] [-] [,]
Redemption of Inter
Corporate
, - - - - ,
Deposit [,] [-] [-] [-] [-] [,]
Investments in Inter - - - - - -
Corporate Deposit [,] [-] [-] [-] [-] [,]
Investments made in
subsidiaries / associates
- , - - ,
[-] [,] [-] [-] [-] [,]
Sale of Investments - - - -
[-] [-] [-] [-] [-] [-]
Financial Statements
Annual Report 2019-20 221
` in Million
Nature of Transaction Promoter
and its
subsidiaries
Subsidiaries Associate Others KMP Total
Loans - - - -
[-] [] [-] [-] [-] []
Interest Receivable - - - -
[-] [] [-] [-] [-] []
Advances Receivable , - - - ,
[-] [,] [-] [-] [-] [,]
Trade Receivables , - - ,
[] [,] [-] [] [-] [,]
Unbilled Revenue , - - - ,
[] [,] [-] [-] [-] [,]
Contractually Reimbursable - - - -
expenses (Receivable) [] [-] [-] [-] [-] []
Prepaid Expenses - - - -
[-] [] [-] [-] [-] []
Rent Receivable - - - -
[-] [-] [-] [] [-] []
Intercorporate Deposits - - - - - -
[,] [-] [-] [-] [-] [,]
Investment in
Nonconvertible
, - - - -
Debentures [,] [-] [-] [-] [-] [,]
Financial Guarantee
Contracts
- - - -
[-] [] [-] [-] [-] []
Trade Payables , - - ,
[] [,] [-] [] [-] [,]
Payable to KMP’s - - - -
[-] [-] [-] [-] [] []
Bank guarantee / corporate
guarantee contracts / letters
of support and letters of
comfort
- , - - - ,
[-] [,] [-] [-] [-] [,]
222
iii. Total Related Party Transactions and significant related party transactions (by entity) for the year ended
March 31, 2020 and March 31, 2019
` In Million
Nature of Transaction Particulars
March 31, 2020 March 31, 2019
Revenue from operations
17,181 22,768
Tech Mahindra (Americas) Inc.
5,151 11,512
Tech Mahindra GmbH
5,098 5,943
Sub-contracting Expenses
97,211 84,317
Tech Mahindra (Americas) Inc.
78,245 67,091
Reimbursement of Expenses (Net)-
incurred/(Recovered)
1,714 (849)
Tech Mahindra (Americas) Inc.
1,103 (376)
Tech Mahindra (Thailand) Limited
(138) (71)
Sofgen Holdings Limited
(134) (293)
Tech Mahindra Business Services
Limited
239 (63)
Tech Mahindra GmbH
135 (17)
Travelling Expenses
470 373
Mahindra Logistics Limited
470 373
Software/Hardware and project
specific expenses
68 194
Target Servicing Limited
62 -
Rent expenses
35 9
Customer Philippines Inc.,
31 -
Rental Income
247 200
Tech Mahindra Technologies, Inc.
47 47
Mahindra Educational Institutions
168 130
Interest Income on loans
163 15
Mahindra & Mahindra Financial
Services
117 -
Mahindra Rural Housing Finance Ltd
31 -
Corporate Social Responsibility
Expenditure
948 859
Tech Mahindra Foundation
634 649
Mahindra Educational Institutions
314 210
Remuneration to KMPs (Including
Salary, stock compensation benefits &
post-employment benefits) @
383 474
C. P. Gurnani
332 449
Milind Kulkarni $
- 3
Anil Khatri
7 5
Manoj Bhat #
44 17
Commission/Sitting fees/stock
compensation benefits
Non-Executive/Independent Directors
76 66
Financial Statements
Annual Report 2019-20 223
` In Million
Nature of Transaction Particulars
March 31, 2020 March 31, 2019
Dividend Paid
8,477 5,037
Mahindra & Mahindra Limited
6,037 3,587
TML Benefit Trust
2,262 1,344
Buy back of Equity Shares
6,145 -
Mahindra & Mahindra Limited
4,465 -
TML Benefit Trust
1,676 -
Other Income
3,825 1,419
TML Benefit Trust
3,720 1,344
Dividend Income
10,577 1,103
Tech Mahindra (Americas) Inc.
9,799 -
Tech Mahindra Business Services
Limited
600 600
Redemption of Inter Corporate Deposit
5,000 2,000
Mahindra & Mahindra Financial
Services
4,000 -
Mahindra Rural Housing Finance Ltd
1,000 -
Investments in Inter Corporate Deposit
- 5,500
Mahindra & Mahindra Financial
Services
- 4,000
Purchase of property, plant &
equipment
63 17
Tech Mahindra Network Design
Services, Inc.,
61 -
Mahindra & Mahindra Limited
- 17
Sale of Investments
83 -
Tech Mahindra (Americas) Inc.
83 -
Investments
6,084 3,348
Tech Mahindra (Singapore) Pte Limited
4,197 -
Born Commerce Pvt. Ltd.
873 -
Mahindra Engineering Services
(Europe) Limited
721 2,106
Note: i. Disclosure of entity wise transactions are given for material transactions within each category.
ii. Additionally, an amount of ` 37 Million is paid to a firm in which a Director is a Partner.
@ Employment benefits comprising gratuity and compensated absences are not disclosed as these are
determined for the Company as a whole. Remuneration in nature of share based payments represents
cost accrued during the period.
$ upto May 31, 2018
#w.e.f June 1, 2018
224
Closing Related Party Balances are as follows:
` In Million
Balances as at Particulars
March 31, 2020 March 31, 2019
Loans
76 68
Tech Mahindra (Nigeria) Limited
76 68
Interest Receivable
10 12
Tech Mahindra Servicos De
Informatica LTDA
10 12
Advances Receivable
1,997 1,711
Tech Mahindra (Nigeria) Limited
492 400
Tech Mahindra DRC SARLU
349 311
Sofgen Holdings Limited
265 128
Trade Receivables
8,945 11,790
Tech Mahindra (Americas) Inc.
1,873 5,542
Tech Mahindra GmbH
1,140 1,098
Tech Mahindra (Nigeria) Limited
970 890
Unbilled Revenue
1,437 1,471
Mahindra & Mahindra Limited
338 38
Tech Mahindra GmbH
407 517
Tech Mahindra (Americas) Inc.
267 657
Tech MahindraDe Mexico
170 25
Contractually Reimbursable expenses
(Receivable)
33 33
Mahindra & Mahindra Limited
33 33
Prepaid Expenses
15 140
Tech Mahindra Business Services
Limited
7 1
Comviva Technologies Limited
8 42
Rent Receivable
168 86
Mahindra Educational Institutions
168 86
Financial Guarantee Contracts
169 534
PF Holdings B.V.
169 534
Trade Payables
10,287 16,312
Tech Mahindra (Americas) Inc.
6,121 12,886
Investment in Nonconvertible
Debentures
1,500 1,000
Mahindra & Mahindra Financial
Services
- 1,000
Mahindra Rural Housing Finance Ltd.
1,500 -
Payable to Key Management personnel
(Trade Payables)
78 69
C P Gurnani
9 13
Manoj Bhat #
4 3
Anil Khatri
0 0
Ulhas N. Yargop
3 8
V.S. Parthasarathy
8 7
Financial Statements
Annual Report 2019-20 225
` In Million
Balances as at Particulars
March 31, 2020 March 31, 2019
Anupam Puri
4 9
M. Rajyalakshmi Rao
7 6
Ravindra Kulkarni
3 8
T. N. Manoharan
9 8
M. Damodaran
8 7
Shikha Sharma
5 -
Haigreve Khaitan
5 -
Mukti Khaire
9 -
Anish Shah
4 -
There are bank guarantee/corporate guarantee contracts, letters of support/letters of comfort issued on
behalf of related parties amounting to ` 22,204 Million (March 31, 2019: ` 20,347 Million).
Note: Disclosure of entity wise balances are given for material transactions within each category.
*Excluding accrual for employee stock option plan.
# w.e.f June 1, 2018
Refer note 7 for closing balance of investments
50 DISCLOSURE AS REQUIRED BY SCHEDULE V OF SEBI LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS REGULATIONS, 2015 AND SECTION 186 4 OF THE
COMPANIES ACT, 2013.
a. Amount of investments outstanding as at March 31, 2020 include:
` In Million
Name of the company Outstanding as at
March , /
March ,
Maximum amount
outstanding during
the year
Bajaj Finance Limited , ,
, ,
HDFC Limited , ,
, ,
Mahindra & Mahindra Financial Services Limited - ,
, ,
Mahindra Rural Housing Finance LTD - ,
, ,
Kotak Mahindra Investments Limited , ,
- ,
Mahindra Happinest Developers Limited - -
-
Mahindra World City Jaipur Limited - -
-
Mahindra Life Space Developers Limited -
-
-
b. For other investments and loans refer note 7 , 11 and 49
226
51 EMPLOYEE STOCK OPTION SCHEME
i. ESOP 2000 & ESOP 2010:
The Company has instituted ‘Employee Stock Option Plan 2000’ (ESOP 2000) and ‘Employee Stock Option
Plan 2010’ (ESOP 2010) for eligible employees and Directors of the Company and its subsidiaries. The vesting
pattern of the schemes has been provided below. The options can be exercised over a period of 5 years
from the date of the grant. Each option carries with it the right to purchase one equity share of the Company
at the exercise price determined by the Company at the time of grant for ESOP 2000 and exercise price as
determined by the Nomination and remuneration Committee for ESOP 2010.
ii. ESOP 2006, ESOP 2014 & ESOP 2018:
The Company has instituted ‘Employee Stock Option Plan 2006’ (ESOP 2006) ,‘Employee Stock Option Plan
2014’ (ESOP 2014) and ‘Employee Stock Option Plan 2018’ (ESOP 2018) for eligible employees and Directors
of the Company and its subsidiaries. In terms of the said plan, the Nomination and Remuneration Committee
has granted options to the employees of the Company and its subsidiaries. The maximum exercise period is
7 years from the date of grant for ESOP 2006 and options can be exercised over a period of 5 years from the
date of each grant for ESOP 2014 and ESOP 2018.
The vesting period of the above mentioned 5 ESOP Schemes, namely ESOP 2000, ESOP 2006, ESOP 2010,
ESOP 2014 and ESOP 2018 are as follows:
Vesting percentage of options
Service period from date of grant ESOP and ESOP
ESOP ESOP and ESOP
months .% % %
months .% % %
months .% % %
months - % %
months - % -
iii. TML ESOP – B 2013:
Erstwhile Satyam has established a scheme ‘Associate Stock Option Plan – B’ (ASOP - B) under which
28,925,610 options were available for grant/exercise at the time the Scheme of Amalgamation became
eective. Post-merger, these options were adjusted in terms of the approved Scheme of Amalgamation. Each
option entitles the holder one equity share of the Company. These options vest over a period of 1 to 4 years
from the date of the grant. Upon vesting, employees have 5 years to exercise the options. Post-merger, the
name of the ESOP scheme has been changed to ‘TML ESOP B 2013’.
iv. TML- RSU:
The erstwhile Satyam has established a scheme ‘Associate Stock Option Plan - Restricted Stock Units (ASOP
– RSUs)’ to be administered by the Administrator of the ASOP – RSUs, a committee appointed by the Board
of Directors of the erstwhile Satyam in May 2000. Under the scheme, 1,529,412 equity shares (equivalent
number of equity shares post-merger) are reserved to be issued to eligible associates at a price to be
determined by the Administrator which shall not be less than the face value of the share. These RSUs vest
over a period of 1 to 4 years from the date of the grant. The maximum time available to exercise the options
upon vesting is five years from the date of each vesting. Post-merger, the name of the ESOP scheme has
been changed to TML RSU.
v. ESOP – A:
Erstwhile Satyam had established an ESOP scheme viz., ‘Associate Stock Option Plan – A’ (ASOP - A)
formulated prior to the SEBI Guidelines on ESOP and ESPS issued in 1999. This plan was administered
through a Trust viz., Satyam Associates Trust (Satyam Trust).At the time the Scheme of Amalgamation and
Financial Statements
Annual Report 2019-20 227
Arrangement became eective, the Satyam Trust was holding 2,055,320 shares of erstwhile Satyam, which
post amalgamation were converted into 241,802 shares of the Company at the approved share exchange
ratio and this scheme has been transitioned and renamed as ESOP-A. Satyam Trust grants warrants to
the employees of the Company with an exercise price and terms of vesting advised by the Nomination
and Remuneration Committee of the Company.Each warrant shall entitle the warrant holder to one equity
share.The exercise period is 180 days from the date of each vesting.
vi. Employee Stock Option Scheme – ESOS:
Erstwhile MESL has established Employee Stock Option Scheme (ESOS) - ESOS for which 1,400,000 equity
shares were earmarked. ESOS Scheme is administered through a Trust viz., MES Employees Stock Option
Trust. The options under this Scheme vest over a period of 1 to 3 years from the date of the grant. Upon
vesting, employees have 7 years to exercise the options. As on the eective date of amalgamation, 18,084
options were outstanding under ESOS, which were converted into equivalent 30,144 options of the Company
giving eect to approved share exchange ratio, split and bonus.
vii. Details of options granted during the year ended March 31, 2020:
ESOP Scheme Method of
Settlement
Number of options
granted during the
year ended March ,
Grant date Weighted average fair
value
ESOP Equity settled Plans , May ,
ESOP Equity settled Plans , July ,
ESOP Equity settled Plans , November ,
ESOP Equity settled Plans , November ,
ESOP Equity settled Plans ,, January ,
viii. Details of activity of the ESOP schemes
Movement for the year ended March 31, 2020 and year ended March 31, 2019:
ESOP Scheme Particulars Year ended Outstanding
at the
beginning of
the year
Granted
during the
year
Forfeited
during the
year
Lapsed
during the
year
Exercised
during the
year
Outstanding
at the end of
the year
Exercisable
at the end
of the year
ESOP Number of
options
March ,
- - - - - - -
ESOP WAEP* March ,
- - - - - - -
ESOP Number of
options
March ,
- - - - - - -
ESOP WAEP* March ,
- - - - - - -
ESOP Number of
options
March ,
, - - - , , ,
ESOP WAEP* March ,
. - - - . . .
ESOP Number of
options
March ,
, - , , , , ,
ESOP WAEP* March ,
. - . . . . .
ESOP Number of
options
March ,
, - - - - , ,
ESOP WAEP* March ,
. - - - - . .
ESOP Number of
options
March ,
, - - - - , ,
ESOP WAEP* March ,
. - - - - . .
TML ESOP B- Number of
options
March ,
,, - - , , , ,
228
ESOP Scheme Particulars Year ended Outstanding
at the
beginning of
the year
Granted
during the
year
Forfeited
during the
year
Lapsed
during the
year
Exercised
during the
year
Outstanding
at the end of
the year
Exercisable
at the end
of the year
TML ESOP B- WAEP* March ,
. - - . . . .
TML ESOP B- Number of
options
March ,
,, - , , ,, ,, ,,
TML ESOP B- WAEP* March ,
. - . . . . .
TML RSU Number of
options
March ,
, - , , , , ,
TML RSU WAEP* March ,
. - . . . . .
TML RSU Number of
options
March ,
, - , , , ,
TML RSU WAEP* March ,
. - . . . . .
ESOP A Number of
options
March ,
, - - , , , ,
ESOP A WAEP* March ,
. - - . . . .
ESOP A Number of
options
March ,
, - - , , , ,
ESOP A WAEP* March ,
. - - . . . .
ESOP Number of
options
March ,
,, , , , ,, ,, ,,
ESOP WAEP* March ,
. . . . . .
ESOP Number of
options
March ,
,, ,, , - , ,, ,,
ESOP WAEP* March ,
. . . - . . .
ESOS Number of
options
March ,
, - - - , - -
ESOS WAEP* March ,
. - - - . - -
ESOS Number of
options
March ,
, - - - - , ,
ESOS WAEP* March ,
. - - - - . .
ESOP Number of
options
March ,
- ,, , - - ,, -
ESOP WAEP* March ,
- . . - - . -
Total Number of
options
March ,
,, ,, , , ,, ,, ,,
Total Number of
options
March ,
,, ,, , , ,, ,, ,,
* Weighted average exercise price
ix. Average Share price on date of exercise
The weighted average share price for the year over which stock options were exercised was ` 769.50 (year
ended March 31, 2019: ` 707.21).
Financial Statements
Annual Report 2019-20 229
x. Information in respect of options outstanding:
ESOP Scheme Range of
Exercise price
As at March 31, 2020 As at March 31, 2019
Number
of Options
Outstanding
Weighted
average
remaining life (in
Years)*
Number
of Options
Outstanding
Weighted
average
remaining life (in
Years)*
ESOP -
105,200 0.09 146,650 0.83
ESOP -
4,000 0.37 4,000 1.37
ESOP -
6,668 0 6,668 0
TML ESOP B- -
4,712 0 713,828 2.63
TML ESOP B- -
185,824 0.66 338,171 1.22
TML ESOP B- -
73,764 1.57 136,064 2.55
TML ESOP B- -
32,000 2.08 40,000 2.84
TML RSU -
194,788 1.56 280,624 2.31
ESOP A -
22,600 0 47,412 0
ESOP- -
6,242,437 5.69 7,364,162 6.32
ESOP- -
2,719,550 4.24 3,578,200 5.15
ESOP- -
40,400 4.03 46,000 4.75
ESOP- -
2,780,892 2.25 3,210,162 3.17
ESOS -
- - 5,252 0
ESOP -
2,717,560 7.34 - -
*Weighted average remaining life for options exercised pending allotment as at year end has been disclosed
as ‘0’.
xi. The employee stock compensation cost for the Employee Stock Option Plan 2018, Employee Stock Option
Plan 2010, Employee Stock Option Plan 2000, Employee Stock Option Plan- B 2013, ESOP-A, ESOP 2014 and
TML-RSU schemes has been computed by reference to the fair value of share options granted and amortized
over each vesting period. For the period ended March 31, 2020, the Company has accounted for employee
stock compensation cost (equity settled) amounting to ` 1,093 Million (March 31, 2019: ` 1,091 Million). This
amount is net of cost of options granted to employees of subsidiaries.
xii. The fair value of each option is estimated on the date of grant using Black-Scholes-Merton model with the
following assumptions:
Assumptions
For the year ended March 31, 2020 For the year ended March 31, 2019
Particulars
ESOP 2018 ESOP 2014 ESOP 2014
Weighted average share price
700 705 653
Exercise Price
5 5-635 5-635
Expected Volatility (%)
27-30 27-30 27-30
Expected Life (in years)
2-6 2-6 2-6
Expected Dividend (%)
1-2 1-2 1-2
Risk Free Interest Rate (%)
6-7 6-7 7-8
230
52 EARNINGS PER SHARE:
` in Million except earnings per share
Particulars For the year ended
March 31, 2020
March 31, 2019
Profit after taxation
45,345 43,797
Equity Shares outstanding as at the end of the year (in nos.) #
965,782,832 985,307,673
Weighted average Equity Shares outstanding as at the end of the year (in nos.)
#
966,968,295 982,568,498
Add: Dilutive impact of employee stock options
6,836,977 8,473,480
Add: Dilutive impact for Buy Back (refer note (v))
- 6,062,160
Number of Equity Shares used as denominator for calculating Diluted Earnings
Per Share
973,805,273 997,104,138
Nominal Value per Equity Share (in `)
5 5
Earnings Per Share (Basic) (in `)
46.89 44.57
Earnings Per Share (Diluted) (in `)
46.56 43.92
# Includes adjustment for vested options exercisable for little or no consideration and treasury shares held
by ESOP trusts.
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W- C. P. Gurnani T. N. Manoharan
Managing Director & CEO Director
Jamil Khatri
Partner Mukti Khaire M. Rajyalakshmi Rao
Membership No.
Director Director
Manoj Bhat Anil Khatri
Chief Financial Ocer Company Secretary
Mumbai, India,
Date: April ,
Mumbai, India,
Date: April ,
Financial Statements
Annual Report 2019-20 231
Financial
Statements Consolidated
-
To the Members of Tech Mahindra Limited
REPORT ON THE AUDIT OF CONSOLIDATED
FINANCIAL STATEMENTS
OPINION
We have audited the consolidated financial statements
of Tech Mahindra Limited (hereinafter referred to as
the ‘Holding Company’) and its subsidiaries (Holding
Company and its subsidiaries together referred to as
“the Group”) and its associates which comprise the
consolidated balance sheet as at 31 March 2020, and
the consolidated statement of profit and loss (including
other comprehensive income) , consolidated statement
of changes in equity and consolidated statement of
cash flows for the year then ended, and notes to the
consolidated financial statements, including a summary
of significant accounting policies and other explanatory
information (hereinafter referred to as “the consolidated
financial statements”).
In our opinion and to the best of our information and
according to the explanations given to us, and based
on the consideration of reports of other auditors on
separate financial statements of such subsidiaries and
associates as were audited by the other auditors, the
aforesaid consolidated financial statements give the
information required by the Companies Act, 2013 (“Act”)
in the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India, of the consolidated state of aairs of
the Group and its associates as at 31 March 2020, of its
consolidated profit and other comprehensive income,
consolidated changes in equity and consolidated cash
flows for the year then ended.
BASIS FOR OPINION
We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor’s Responsibilities
for the Audit of the Consolidated Financial Statements
section of our report. We are independent of the Group
and its associates in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India,
and we have fulfilled our other ethical responsibilities in
accordance with the provisions of the Act. We believe
that the audit evidence we have obtained is sucient
and appropriate to provide a basis for our opinion.
EMPHASIS OF MATTER
1. We draw attention to Note 43 (B) of the
consolidated financial statements in respect
of certain matters relating to erstwhile Satyam
Computer Services Limited (“erstwhile Satyam”),
amalgamated with the Holding Company with
eect from 1 April 2011. The Holding Company’s
management, on the basis of current legal status
and external legal opinion, has concluded that
claims made by 37 companies in the City Civil
Court, for alleged advances amounting to `
12,304 million, to erstwhile Satyam and presented
separately under ‘Suspense account (net)’ will
not sustain on ultimate resolution by the Court as
explained in the aforesaid note.
2. We further draw attention to Note 47 of the
consolidated financial statements which more
fully explains that in case of one of the subsidiary
company, the other auditors in their auditors’
report have drawn attention to a possible charge,
that may arise in respect of the on-going dispute
which is currently sub-judice between the
promoters of the subsidiary on various issues
relating to the shareholders agreement, the
outcome of which is not determinable at this
stage.
Further, the auditors have drawn attention to the
fact that the annual financial statements, of the
said subsidiary, for the years ended from 31 March
2012 to 31 March 2019 have not yet been adopted
by the members of that subsidiary in the annual
general meetings in the absence of unanimous
consent of both the shareholders. The financial
statements as at and for the year ended 31 March
2020 have been drawn up by incorporating the
opening balances based on the above mentioned
financial statements. Adjustments to the opening
balances, if any, will be made once the above
mentioned financial statements are adopted.
Our opinion is not modified in respect of these
matters.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the consolidated financial statements of
the current period. These matters were addressed in
the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.
INDEPENDENT AUDITORS’ REPORT
Financial Statements
Annual Report 2019-20 233
The Key audit matter How our audit addressed the key audit matter
Revenue recognition – Fixed price contracts
The Group engages in Fixed price contracts, including
contracts with multiple performance obligations.
Revenue recognition in such contracts involves
judgments relating to identification of distinct
performance obligations, determination of transaction
price for such performance obligations and the
appropriateness of the basis used to measure revenue
recognised over a period.
In case of Fixed price development contracts where
performance obligations are satisfied over a period of
time, revenue is recognised using the percentage of
completion method based on management’s estimate
of contract eorts.
Our audit procedures included:
• Obtained an understanding of the systems,
processes and controls for evaluation of fixed
price contracts to identify distinct performance
obligations and recognition of revenue.
• Evaluated the design and operating eectiveness
of internal controls including IT controls relating to
recording of the contract value, determining the
transaction price, allocation of consideration to
dierent performance obligations, measurement
of eorts incurred and process around estimation
of eorts required to complete the performance
obligations and the most appropriate method to
recognise revenue.
The estimation of total eorts or costs involves
significant judgement and is assessed throughout the
period of the contract to reflect any changes based
on the latest available information. These contracts
may also involve recognizing onerous obligations
that require critical estimates to be made by the
management.
In case of Fixed price maintenance contracts, revenue
is recognised either on a straight line basis or using
the percentage of completion method or at an amount
equal to sums billed to customer, depending on the
most appropriate method that depicts the value of
service delivered to the customer.
Further, in some of the Fixed price contracts,
consideration may be payable to the customer.
Determination of whether such consideration payable
is for a distinct good or service or an adjustment to the
transaction price is also a matter of judgement.
(Refer note 2.5(i), 2.11 and 54 to the consolidated
financial statements).
• On selected sample of contracts, tested revenue
recognition is in accordance with the revenue
recognition accounting standard. We:
- evaluated the identification of performance
obligations;
- considered the terms of the contracts to
determine the transaction price, including
adjustments for any sums payable to the
customer;
- determined if the Company’s evaluation
of the method used for recognition of
revenue is appropriate;
- tested the Company’s calculation of eorts
incurred, estimation of contract eorts
including estimation of onerous obligation,
through a retrospective review of eorts
incurred with estimated eorts; and
- assessed appropriateness of contract
assets/unbilled revenue on balance
sheet date by evaluating underlying
documentation.
• Tested aged contract assets to assess possible
delays in achieving milestones, which may
require a change in estimated eorts to complete
the remaining performance obligations.
• Evaluated management assessment of the
impact on revenue recognition and consequential
impact on the expected credit loss allowance and
other areas of judgement, including for possible
eects, if any from the COVID-19 pandemic.
• Performed analytical procedures over revenue
and receivables.
234
Evaluation of uncertain tax positions
The Group operates in multiple global jurisdictions
which require it to estimate its income tax liabilities
according to the tax laws of the respective tax
jurisdiction. Further, there are matters of interpretation
in terms of application of tax laws and rules to determine
current tax provision and deferred taxes.
Our audit procedures included:
• Obtained an understanding of the key uncertain
tax positions.
The Group’s tax positions are challenged by the tax
authorities on a range of tax matters including corporate
tax and transfer pricing. The Group has uncertain tax
positions including erstwhile Satyam tax litigations.
This requires Management to make significant
judgements to determine the possible outcome of
uncertain tax positions and consequently has an impact
on related accounting and disclosures in the financial
statements.
Refer note 2.5(ii), 2.16 and 40.3 to the consolidated
financial statements.
• Obtained a list of updates to tax assessments
and tax litigations during the year, including
management’s assessment of the impact of
these updates on the uncertain tax positions
and assessment of possible outcomes. As a part
of this procedure, we also considered external
legal opinions and consultations made by the
Company for key uncertain tax positions.
• Involved our tax experts to test the current
tax provisions, inspect key correspondence
and considered legal precedence and other
tax rulings in evaluating the management’s
assessment of uncertain tax positions.
• Evaluated the key assumptions in estimating
current tax provisions and deferred taxes.
• Assessed and tested the presentation and
disclosures relating to taxes.
Impairment of goodwill
The Group carries significant goodwill resulting from
business acquisitions across multiple geographic
locations. There is a risk that the carrying amount of
goodwill is not supported by performance of the Cash
Generating Unit (‘CGU’) to which goodwill is allocated.
Management tests goodwill for impairment annually
which involves significant estimates. Due to inherent
uncertainties involved in forecasting of cash flows
including the possible eect of the COVID-19 pandemic,
which are the basis of assessment of recoverability of
goodwill, this is one of the key judgement areas.
Refer note 2.9(iii), 49 and 50 to the consolidated
financial statements
Our audit procedures included:
• Obtained an understanding of Group’s evaluation
of identification of cash generating units and
allocation of goodwill to the respective CGUs.
• Obtained management’s assessment of
recoverable amount and impairment assessment
for goodwill.
• Where management has used an independent
valuer, evaluated the independent valuer’s
competence, capabilities and objectivity and
assessing the valuation methodology used by
the independent valuer to estimate the value in
use of the goodwill for material CGUs.
• Evaluated the mathematical accuracy of the
cash flow projection and assess the underlying
key assumptions in management’s valuation
models used to determine recoverable amount
considering external data, including assumptions
of projected EBITDA & revenue growth rate,
terminal growth rates, discount rates and
assessed the sensitivity of assumptions on
the impairment assessment and assessed the
forecasts against the historical performance,
including the impact of the COVID-19 pandemic.
• Engaged independent valuation specialists
to assist in the evaluation of assumptions and
methodologies used by the Group and its experts
for material CGUs.
• Assessed the appropriateness of the related
disclosures in the financial statements.
Financial Statements
Annual Report 2019-20 235
OTHER INFORMATION
The Holding Company’s management and Board of
Directors are responsible for the Other Information. The
Other Information comprises the information included
in the Holding Company’s annual report, but does not
include the consolidated financial statements and our
auditors’ report thereon.
Our opinion on the consolidated financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated
financial statements, our responsibility is to read the
Other Information and, in doing so, consider whether
the Other Information is materially inconsistent with the
consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have
performed and based on the work done/ audit report
of other auditors, we conclude that there is a material
misstatement of this other information, we are required
to report that fact. We have nothing to report in this
regard.
MANAGEMENT’S RESPONSIBILITIES AND
THOSE CHARGED WITH GOVERNANCE
FOR THE CONSOLIDATED FINANCIAL
STATEMENTS
The Holding Company’s management and Board of
Directors are responsible for the preparation and
presentation of these consolidated financial statements
in term of the requirements of the Act that give a
true and fair view of the consolidated state of aairs,
consolidated profit/ loss and other comprehensive
income, consolidated statement of changes in equity
and consolidated cash flows of the Group including
its associates in accordance with the accounting
principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified
under section 133 of the Act. The respective Board of
Directors of the companies included in the Group and
of its associates are responsible for maintenance of
adequate accounting records in accordance with the
provisions of the Act; for safeguarding the assets of
each company and for preventing and detecting frauds
and other irregularities; the selection and application
of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and
the design, implementation and maintenance of
adequate internal financial controls, that were operating
eectively for ensuring accuracy and completeness of
the accounting records, relevant to the preparation and
presentation of the consolidated financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which
have been used for the purpose of preparation of the
consolidated financial statements by the Directors of
the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the
respective Management and Board of Directors of the
companies included in the Group and of its associates
are responsible for assessing the ability of each
company to continue as a going concern, disclosing,
as applicable, matters related to going concern and
using the going concern basis of accounting unless
management either intends to liquidate the companies
or to cease operations, or has no realistic alternative but
to do so.
The respective Board of Directors of the companies
included in the Group and of its associates are
responsible for overseeing the financial reporting
process of each company.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE CONSOLIDATED FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance
about whether the consolidated financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of
users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material
misstatement of the consolidated financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to
those risks, and obtain audit evidence that is
sucient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
236
misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our
opinion on whether the company has adequate
internal financial controls with reference to
financial statements in place and the operating
eectiveness of such controls.
• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management.
• Conclude on the appropriateness of management’s
use of the going concern basis of accounting in
preparation of consolidated financial statements
and, based on the audit evidence obtained,
whether a material uncertainty exists related to
events or conditions that may cast significant
doubt on the appropriateness of this assumption.
If we conclude that a material uncertainty
exists, we are required to draw attention in our
auditor’s report to the related disclosures in
the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report.
However, future events or conditions may cause
the Group (company and subsidiaries) as well as
associates and joint ventures and joint operations
to cease to continue as a going concern.
• Evaluate the overall presentation, structure and
content of the consolidated financial statements,
including the disclosures, and whether the
consolidated financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.
• Obtain sucient appropriate audit evidence
regarding the financial information of such
entities or business activities within the Group
and its associates to express an opinion on the
consolidated financial statements, of which we
are the independent auditors. We are responsible
for the direction, supervision and performance of
the audit of financial information of such entities.
For the other entities included in the consolidated
financial statements, which have been audited
by other auditors, such other auditors remain
responsible for the direction, supervision and
performance of the audits carried out by them.
We remain solely responsible for our audit
opinion. Our responsibilities in this regard are
further described in para (a) of the section titled
‘Other Matters’ in this audit report.
We believe that the audit evidence obtained by us
along with the consideration of audit reports of the
other auditors referred to in sub-paragraph (a) of
the Other Matters paragraph below, is sucient and
appropriate to provide a basis for our audit opinion on
the consolidated financial statements.
We communicate with those charged with governance
of the Holding Company and such other entities included
in the consolidated financial statements of which we
are the independent auditors regarding, among other
matters, the planned scope and timing of the audit
and significant audit findings, including any significant
deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.
From the matters communicated with those charged
with governance, we determine those matters that were
of most significance in the audit of the consolidated
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.
OTHER MATTERS
The consolidated financial statements include audited
financial statements/information of 65 subsidiaries,
whose financial statements/financial information
reflect total assets (before consolidation adjustments)
of `95,322 million as at 31 March 2020, total revenue
(before consolidation adjustments) of `121,588 million
and total net profit after tax (before consolidation
adjustments) of ` 2,089 million for the year ended
31 March 2020 and net cash inflows amounting to
Financial Statements
Annual Report 2019-20 237
`1,541 million for the year ended on that date, as
considered in the consolidated financial statements,
which have been audited by respective independent
auditors. The consolidated financial statements also
include the Group’s share of net loss after tax (before
consolidation adjustments) of ` 83 million for the year
ended 31 March 2020, in respect of 6 associates, whose
financial statements/financial information have been
audited by respective independent auditors. These
financial statements/financial information have been
furnished to us by the Management and our opinion
in terms of sub-section (3) of section 143 of the Act, on
consolidated financial statements, in so far as it relates
to the amounts and the disclosures included in respect
of these subsidiaries and associates is based solely on
the audit reports of the other auditors.
Our opinion on the consolidated financial statements,
and our report on Other Legal and Regulatory
Requirements below, is not modified in respect of the
above matters with respect to our reliance on the work
done and the reports of the other auditors and the
financial statements/financial information certified by
the Management.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
A. As required by Section 143(3) of the Act, based
on our audit and on the consideration of reports
of the other auditors on separate financial
statements of such subsidiaries and associates
as were audited by other auditors, as noted in
the ‘Other Matters’ paragraph, we report, to the
extent applicable, that:
a) We have sought and obtained all the
information and explanations which to the
best of our knowledge and belief were
necessary for the purposes of our audit
of the aforesaid consolidated financial
statements.
b) In our opinion, proper books of account
as required by law relating to preparation
of the aforesaid consolidated financial
statements have been kept so far as it
appears from our examination of those
books and the reports of the other auditors.
c) The consolidated balance sheet, the
consolidated statement of profit and loss
(including other comprehensive income),
the consolidated statement of changes in
equity and the consolidated statement of
cash flows dealt with by this Report are
in agreement with the relevant books of
account maintained for the purpose of
preparation of the consolidated financial
statements.
d) In our opinion, the aforesaid consolidated
financial statements comply with the Ind AS
specified under section 133 of the Act.
e) On the basis of the written representations
received from the directors of the Holding
Company as on 31 March 2020 taken
on record by the Board of Directors of
the Holding Company and the reports
of the statutory auditors of its subsidiary
companies incorporated in India, none
of the directors of the Group companies
incorporated in India is disqualified as on
31 March 2020 from being appointed as
a director in terms of Section 164(2) of the
Act.
f) With respect
to the adequacy of the internal
financial controls with reference to financial
statements of the Holding Company and its
subsidiary companies, incorporated in India
and the operating eectiveness of such
controls, refer to our separate Report in
Annexure A.
B. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditor’s) Rules, 2014,
in our opinion and to the best of our information
and according to the explanations given to us and
based on the consideration of the reports of the
other auditors on separate financial statements of
the subsidiaries, as noted in the ‘Other Matters’
paragraph:
i. The consolidated financial statements
disclose the impact of pending litigations
as at 31 March 2020 on the consolidated
financial position of the Group and
its associates. Refer Note 40.3 to the
consolidated financial statements.
ii. Provision has been made in the consolidated
financial statements, as required under
the applicable law or Ind AS, for material
foreseeable losses, on long-term contracts
including derivative contracts. Refer Note
29 to the consolidated financial statements
in respect of such items as it relates to the
Group and its associates.
238
iii. There has been no delay in transferring
amounts to the Investor Education and
Protection Fund by the Holding Company
or its subsidiary companies incorporated
in India during the year ended 31 March
2020.
C. With respect to the matter to be included in the
Auditor’s report under section 197(16):
In our opinion and according to the information
and explanations given to us and based on
the reports of the statutory auditors of such
subsidiary companies incorporated in India which
were not audited by us, the remuneration paid
during the current year by the Holding Company
and its subsidiary companies, to its directors is
in accordance with the provisions of Section 197
of the Act. The remuneration paid to any director
by the Holding Company and its subsidiary
companies is not in excess of the limit laid down
under Section 197 of the Act. The Ministry of
Corporate Aairs has not prescribed other details
under Section 197(16) which are required to be
commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Jamil Khatri
Partner
Place: Mumbai
Date: 30 April 2020
Membership No. 102527
UDIN: 20102527AAAAAK9913
Financial Statements
Annual Report 2019-20 239
ANNEXURE A TO THE INDEPENDENT AUDITORS’
REPORT ON THE CONSOLIDATED FINANCIAL
STATEMENTS OF TECH MAHINDRA LIMITED FOR THE
YEAR ENDED 31 MARCH 2020
Report on the internal financial controls with reference
to the aforesaid consolidated financial statements
under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013
(Referred to in paragraph 1(A) (f) under ‘Report on
Other Legal and Regulatory Requirements’ section of
our report of even date)
OPINION
In conjunction with our audit of the consolidated
financial statements of the Holding Company as of
and for the year ended 31 March 2020, we have
audited the internal financial controls with reference
to consolidated financial statements of Tech Mahindra
Limited (hereinafter referred to as “the Holding
Company”) and such companies incorporated in India
under the Companies Act, 2013 which are its subsidiary
companies, as of that date.
In our opinion, the Holding Company and such
companies incorporated in India which are its subsidiary
companies have, in all material respects, adequate
internal financial controls with reference to consolidated
financial statements and such internal financial controls
were operating eectively as at 31 March 2020, based
on the internal financial controls with reference to
consolidated financial statements criteria established by
such companies considering the essential components
of such internal controls stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered
Accountants of India (the “Guidance Note”).
MANAGEMENT’S RESPONSIBILITY FOR
INTERNAL FINANCIAL CONTROLS
The respective Company’s management and the
Board of Directors are responsible for establishing and
maintaining internal financial controls with reference
to the financial statements based on the criteria
established by the respective Company considering
the essential components of internal control stated
in the Guidance Note. These responsibilities include
the design, implementation and maintenance of
adequate internal financial controls that were operating
eectively for ensuring the orderly and ecient conduct
of its business, including adherence to the respective
company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013
(hereinafter referred to as “the Act”).
AUDITORS’ RESPONSIBILITY
Our responsibility is to express an opinion on the
internal financial controls with reference to consolidated
financial statements based on our audit. We conducted
our audit in accordance with the Guidance Note and
the Standards on Auditing, prescribed under section
143(10) of the Act, to the extent applicable to an
audit of internal financial controls with reference to
consolidated financial statements. Those Standards
and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to
obtain reasonable assurance about whether adequate
internal financial controls with reference to consolidated
financial statements were established and maintained
and if such controls operated eectively in all material
respects.
Our audit involves performing procedures to obtain
audit evidence about the adequacy of the internal
financial controls with reference to consolidated
financial statements and their operating eectiveness.
Our audit of internal financial controls with reference to
consolidated financial statements included obtaining
an understanding of internal financial controls with
reference to consolidated financial statements,
assessing the risk that a material weakness exists,
and testing and evaluating the design and operating
eectiveness of the internal controls based on the
assessed risk. The procedures selected depend on
the auditor’s judgement, including the assessment of
the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained
and the audit evidence obtained by the other auditors
of the relevant subsidiary companies in terms of their
reports referred to in the Other Matters paragraph
below, is sucient and appropriate to provide a basis
for our audit opinion on the internal financial controls
with reference to consolidated financial statements.
240
MEANING OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO
CONSOLIDATED FINANCIAL STATEMENTS
A company’s internal financial controls with reference to
consolidated financial statements is a process designed
to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles. A company’s
internal financial controls with reference to consolidated
financial statements includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit
preparation of financial statements in accordance
with generally accepted accounting principles, and
that receipts and expenditures of the company are
being made only in accordance with authorisations of
management and directors of the company; and (3)
provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use, or
disposition of the company’s assets that could have a
material eect on the financial statements.
INHERENT LIMITATIONS OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO
CONSOLIDATED FINANCIAL STATEMENTS
Because of the inherent limitations of internal financial
controls with reference to consolidated financial
statements, including the possibility of collusion or
improper management override of controls, material
misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation
of the internal financial controls with reference to
consolidated financial statements to future periods are
subject to the risk that the internal financial controls
with reference to consolidated financial statements may
become inadequate because of changes in conditions,
or that the degree of compliance with the policies or
procedures may deteriorate.
OTHER MATTERS
Our aforesaid reports under Section 143(3)(i) of the Act
on the adequacy and operating eectiveness of the
internal financial controls with reference to consolidated
financial statements insofar as it relates to one subsidiary
company, which is a company incorporated in India, is
based on the corresponding reports of the auditor of
such company incorporated in India.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No: 101248W/W-100022
Jamil Khatri
Partner
Place: Mumbai
Date: 30 April 2020
Membership No. 102527
UDIN: 20102527AAAAAK9913
Financial Statements
Annual Report 2019-20 241
` in Million
Note No.
As at
March 31, 2020
As at
March 31, 2019
ASSETS
Non-Current Assets
(a) Property, Plant and Equipment , ,
(b) Capital Work-in-Progress ,
(c) Right-of-Use Asset , -
(d) Investment Property , ,
(e) Goodwill , ,
(f) Intangible Assets , ,
(g) Investment accounted using Equity method
(h) Financial Assets
(i) Investments , ,
(ii) Trade Receivables
(iii) Loans
(iv) Other Financial Assets , ,
(i) Income Tax Assets (Net) , ,
(j) Deferred Tax Assets (Net) , ,
(k) Other Non-Current Assets , ,
Total Non - Current Assets , ,
Current Assets
(a) Inventories
(b) Financial Assets
(i) Investments , ,
(ii) Trade Receivables , ,
(iii) Cash and Cash Equivalents , ,
(iv) Other Balances with Banks , ,
(v) Other Financial Assets , ,
(c) Other Current Assets , ,
Total Current Assets , ,
Total Assets , ,
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital , ,
(b) Other Equity , ,
Equity Attributable to Owners of the Company , ,
Non controlling Interest , ,
Total Equity , ,
Liabilities
Non-current liabilities
(a) Financial Liabilities
(i) Borrowings , ,
(ii) Lease liabilities , -
(iii) Other Financial Liabilities , ,
(b) Provisions , ,
(c) Deferred tax Liabilities (Net)
(d) Other Non-Current Liabilities
Total Non - Current Liabilities , ,
Current liabilities
(a) Financial Liabilities
(i) Borrowings , ,
(ii) Lease liabilities , -
(iii) Trade Payables , ,
(iv) Other Financial Liabilities , ,
(b) Other Current Liabilities , ,
(c) Provisions , ,
(d) Income Tax Liabilities (Net) , ,
Total Current Liabilities , ,
Suspense Account (Net) B , ,
Total Equity and Liabilities and Suspense Account , ,
See accompanying notes forming part of the Consolidated Financial
Statements
to
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W-
Jamil Khatri C. P. Gurnani T. N. Manoharan Mukti Khaire
Partner
Managing Director & CEO Director Director
Membership No.
M. Rajyalakshmi Rao Manoj Bhat Anil Khatri
Director Chief Financial Ocer Company Secretary
Mumbai, India, April , Mumbai, India, April ,
CONSOLIDATED BALANCE SHEET
AS AT MARCH 31, 2020
242
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W-
Jamil Khatri C. P. Gurnani T. N. Manoharan Mukti Khaire
Partner
Managing Director & CEO Director Director
Membership No.
M. Rajyalakshmi Rao Manoj Bhat Anil Khatri
Director Chief Financial Ocer Company Secretary
Mumbai, India, April , Mumbai, India, April ,
` in Million except Earnings per share
Note No. For the year ended
March 31, 2020 March 31, 2019
I Revenue from Operations 368,677 347,421
II Other Income 11,924 5,342
III Total Income (I +II) 380,601 352,763
IV EXPENSES
Employee Benefit Expenses 188,100 175,079
Subcontracting Expenses 54,408 43,497
Finance Costs 1,919 1,332
Depreciation and Amortisation Expense 14,458 11,292
Other Expenses 68,908 65,476
Impairment of Goodwill and Non Current Assets & 2,175 -
Total Expenses 329,968 296,676
V Share in Profit / (Loss) of Associates (55) (655)
VI Profit before Tax (III-IV+V) 50,578 55,432
VII Less: Tax Expense
Current Tax 12,378 13,786
Deferred Tax (774) (1,242)
Total Tax Expense 11,604 12,544
VIII Profit after tax (VI-VII) 38,974 42,888
Profit for the period attributable to: 38,974 42,888
Owners of the Company 40,330 42,976
Non Controlling Interests (1,356) (88)
IX Other Comprehensive Income
A I. Items that will not be reclassified to Profit or Loss
(a) Remeasurements of the Defined Benefit Liabilities - gain
/ (loss)
(206) (42)
(b) Equity Instruments through Other Comprehensive
Income - gain / (loss)
3 (101)
II. Income Tax relating to items that will not be reclassified to
Profit or Loss
53 7
B I. Items that will be subsequently reclassified to Profit or Loss
(a) Exchange dierences in translating the Financial
Statements of Foreign Operations - gain/(loss) (net)
2,584 830
(b) Eective portion of gains /(loss)on Designated Portion of
Hedging Instruments in a Cash Flow Hedge (net)
(4,762) 2,507
II. Income Tax relating to items that will be reclassified to Profit
or Loss
1,271 (775)
Total Other Comprehensive Income / (Loss) (A+B) (1,057) 2,426
X Total Comprehensive Income (VIII+IX) 37,917 45,314
Total Comprehensive Income for the period attributable to: 37,917 45,314
Owners of the Company 39,156 45,376
Non Controlling Interests (1,239) (62)
Earnings per Equity Share (Face Value ` ) in `
Basic 46.21 48.47
Diluted 45.85 47.72
See accompanying notes forming part of the Consolidated
Financial Statements
to
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
Financial Statements
Annual Report 2019-20 243
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
A. EQUITY SHARE CAPITAL
` in Million
Balance as of April 1, 2018 Changes in equity share capital during the period Balance as at March 31, 2019
4,417 20 4,437
Balance as of April 1, 2019 Changes in equity share capital during the period Balance as at March 31, 2020
4,437 (79) 4,358
B. Other Equity
` in Million
Particulars Share
Application
Money
pending
Allotment
Reserves and Surplus Items of other comprehensive income Non
controling
Interest
Total
Capital
reserve
Capital
Reserve on
Consolidation
Securities
Premium
Share
Option
Outstanding
Account
General
Reserve
Statutory
Reserve
Special
Economic
Zone
Reinvestment
Reserve
Capital
Redemption
Reserve
Retained
Earnings
Cash
Flow
Hedging
Reserve
Equity
Instruments
through Other
Comprehensive
Income
Foreign
Currency
Translation
Reserve
Owners
Equity
Balance as at April 1, 2018 23 60 137 23,789 4,124 397 3 42 - 153,918 797 (240) 960 184,011 5,091 189,102
Profit for the period - - - - - - - - - 42,976 - - - 42,976 (88) 42,888
Other Comprehensive Income (net of tax) - - - - - - - - - (35) 1,732 (101) 804 2,400 26 2,427
Total Comprehensive income - - - - - - - - - 42,941 1,732 (101) 804 45,376 (62) 45,314
Transfer from Special Economic Zone re-
investment reserve
- - - - - - - (2,232) - 2,232 - - - - - -
Transfer to Special Economic Zone
reinvestment reserve
- - - - - - - 8,160 - (8,160) - - - - - -
Transfer on allotment of Equity Shares (361) - - 343 - - - - - - - - - (18) - (18)
Received on exercise of Stock options 366 - - - - - - - - - - - - 366 - 366
Transferred to/from Non Controlling
Interest
- - - - - - - - - 201 - 201 (201) -
Amortised Amount of Share Based
Payments to Employees (net)
- - - - 1,263 - - - - - - - - 1,263 - 1,263
Share based Payment -
Dividends ( including Tax on Dividend) - - - - (14,907) (14,907) - (14,907)
Transfer to / from retained earning on
account of stock options lapsed
- - - - (62) - - - - 62 - - - - - -
Transfer from share option outstanding
account on exercise of stock options
- - - 1,262 (1,262) - - - - - - - - - - -
Conractual obligation for Buyback
(Refer No.19(vi))
- - - (17,785) - - - - - (94) - - - (17,879) - (17,879)
Others - - - 2 - - 2 - - (2) - - - 2 (51) (49)
Refunded during the period (8) - - - - - - - - - - - - (8) - (8)
Balance as at the March 31, 2019 20 60 137 7,611 4,063 397 5 5,970 - 176,191 2,529 (341) 1,764 198,407 4,777 203,184
Balance as at April 1, 2019 20 60 137 7,611 4,063 397 5 5,970 - 176,191 2,529 (341) 1,764 198,407 4,777 203,184
Transition impact of Ind AS 116
(refer note 53)
- - - - - - - - - (420) - - - (420) - (420)
Restated balance as at April 1,2019 20 60 137 7,611 4,063 397 5 5,970 - 175,771 2,529 (341) 1,764 197,987 4,777 202,764
244
Particulars Share
Application
Money
pending
Allotment
Reserves and Surplus Items of other comprehensive income Non
controling
Interest
Total
Capital
reserve
Capital
Reserve on
Consolidation
Securities
Premium
Share
Option
Outstanding
Account
General
Reserve
Statutory
Reserve
Special
Economic
Zone
Reinvestment
Reserve
Capital
Redemption
Reserve
Retained
Earnings
Cash
Flow
Hedging
Reserve
Equity
Instruments
through Other
Comprehensive
Income
Foreign
Currency
Translation
Reserve
Owners
Equity
Profit for the period - - - - - - - - - 40,330 - - - 40,330 (1,356) 38,974
Other Comprehensive Income (net of tax) - - - - - - - - - (153) (3,491) 3 2,466 (1,175) 117 (1,058)
Total Comprehensive income - - - - - - - - - 40,177 (3,491) 3 2,466 39,155 (1,239) 37,916
Transfer to Special Economic Zone
reinvestment reserve
- - - - - - - 8,049 - (8,049) - - - - - -
Transfer from Special Economic Zone
reinvestment reserve on utilization
- - - - - - - (2,509) - 2,509 - - - - - -
Transfer on allotment of Equity Shares (480) - - 464 - - - - - - - - - (16) - (16)
Received on exercise of Stock options 474 - - - - - - - - - - - - 474 - 474
Share Based Payments to Employees of
group (net)
- - - - 1,386 - - - - - - - - 1,386 - 1,386
Dividends (including Tax on Dividend) - - - - - - - - - (24,917) - - - (24,917) - (24,917)
Transfer to statutory reserve - - - - - - 396 - - (396) - - - - - -
Amount transferred to capital redemption
reserve and expenses on buyback (refer
note 20(v))
- - - - - - - - 103 (141) - - - (38) - (38)
Transfer to / from retained earning on
account of stock options lapsed
- - - - (59) - - - - 59 - - - - - -
Transfer from share option outstanding
on exercise of stock options
- - - 1,133 (1,133) - - - - - - - - - -
On account of acquisition and transaction
with Non Controlling Interest (refer
no.37)
- - - - - - - - - (405) - - - (405) (149) (554)
Sale of Subsidiary (refer no.38) - - - - - - - - - - - - 154 154 488 642
Others (7) - - - - - - - - - - - - (7) 56 49
Balance as at March 31, 2020 7 60 137 9,208 4,257 397 401 11,510 103 184,608 (962) (338) 4,384 213,772 3,933 217,705
Capital Reserve :
Capital Reserve has been created pursuant to scheme of amalgamation of entities with Tech Mahindra Limited, as approved by the Courts.
Capital reserve on consolidation :
The capital reserve on consolidation represent excess of net assets over consideration paid for the acquisition of a subsidiary.
Securities Premium :
Securities premium reserve is used to record the premium on issue of shares.
The fair value of employee stock options is recognised in Securities Premium once the shares have been allotted on exercise of the options.
Financial Statements
Annual Report 2019-20 245
Share Option Outstanding Account :
It represents the fair value of services received against employees stock options outstanding as at balance sheet
date.
General Reserve :
The general reserve is a free reserve which is used from time to time to transfer profits from retained earnings for
appropriation purposes.
Statutory reserve :
Statutory reserve represent reserve created out of profits for compliance of local laws of a subsidiary.
Special Economic Zone reinvestment Reserve :
The Special Economic Zone reinvestment reserve has been created out of the profit of eligible SEZ units in terms
of the provisions of section 10AA(1)(ii) of the Income-tax Act,1961. The reserve needs to be utilised by the Company
for acquiring new plant and machinery for the purpose of its business in the terms of section 10AA(2) of Income-tax
Act,1961.
Capital redemption reserve :
As per Companies Act 2013, capital redemption reserve is created when company purchases it own shares out
of free reserves or securities premium. A sum equal to nominal value of the shares so purchased is transferred to
capital redemption reserve.
The reserve is utilized in accordance with the provisions of section 69 of Companies Act, 2013
Retained Earnings:
Retained earnings represents the undistributed profits of the group accumulated as on balance sheet date.
Cash Flow Hedging Reserve :
The cash flow hedging reserve represents the cumulative eective portion of gains or losses arising on changes in
fair value of designated portion of hedging instruments entered into for cash flow hedges. Such gains or losses will
be reclassified to statement of profit and loss in the period in which the hedged transaction occurs.
Equity Instruments through Other Comprehensive Income:
It represents gain/loss earned on investment in equity instruments valued at fair value through other comprehensive
income.
Foreign currency translation reserve :
The exchange dierences arising from the translation of financial statements of foreign operations with functional
currency other than Indian rupees is recognised in other comprehensive income and is presented within equity in
the foreign currency translation reserve.
See accompanying notes forming part of consolidated financial statements
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W-
Jamil Khatri C. P. Gurnani T. N. Manoharan Mukti Khaire
Partner
Managing Director & CEO Director Director
Membership No.
M. Rajyalakshmi Rao Manoj Bhat Anil Khatri
Director Chief Financial Ocer Company Secretary
Mumbai, India, April , Mumbai, India, April ,
246
` in Million
For the year ended
March 31, 2020 March 31, 2019
A. Cash Flow from Operating Activities
Profit before Tax 50,578 55,432
Adjustments for :
Depreciation and Amortisation Expense 14,458 11,292
(Reversal)/Allowances for Doubtful Receivables / Advances and Deposits and
Bad Debts written o (net)
1,484 3,452
Share of (Profit) / Loss of Associates 55 655
Net (gain) / loss on disposal of Property, Plant and Equipment and Intangible
Assets
(80) (154)
Finance Costs 1,919 1,332
Unrealised Exchange (Gain) / Loss (net) (776) 2,762
Share Based Payments to Employees 1,385 1,263
Interest Income (2,434) (2,077)
Rental Income (392) (292)
Dividend Income on Investments (341) (243)
Gain on Investments carried at fair value through profit and loss (net) (2,063) (2,361)
Change in fair valuation of Contractual Obligation (550) 445
Gain on sale of subsidiary and dilution of Associate (1,488) -
Impairment of Goodwill and Non Current Assets 2,175 -
63,930 71,506
Changes in working capital :
Trade Receivables and Other Assets (23,349) (16,190)
Trade Payables, Other Liabilities and Provisions 18,131 5,616
(5,218) (10,574)
Cash generated from operating activities before taxes 58,712 60,932
Income taxes paid, net (15,131) (16,612)
Net cash generated from Operating activities (A) 43,581 44,320
B Cash Flow from Investing Activities
Purchase of Property, Plant and Equipment and Intangible Assets (8,446) (8,046)
Proceeds from Sale of Property, Plant and Equipment, Intangible Assets and
Investment property
153 253
Purchase of Mutual Funds, Debentures and Other Investments (332,427) (234,272)
Proceeds from sale / redemption of Mutual Funds, Debentures and Other
Investments
350,891 211,056
Proceeds from sale of subsidiary 802 -
Payment for acquisition of business / associates, net of cash acquired (5,480) (1,350)
Rental Income 311 315
Fixed Deposit/ Margin Money Placed (1,235) (76,166)
Fixed Deposit/ Margin Money Realized 3,191 85,564
Interest Income Received 2,526 1,482
Net cash generated from/(used in) Investing activities (B) 10,286 (21,164)
CONSOLIDATED CASH FLOW STATEMENT
Financial Statements
Annual Report 2019-20 247
` in Million
For the year ended
March 31, 2020 March 31, 2019
C. Cash Flow from Financing Activities
Proceeds from Issuance of Equity Shares from exercise of stock options 468 359
Deposits placed / earmarked for buyback of equity shares - (2,106)
Payment of dividend (including dividend distribution tax thereon) (24,917) (14,907)
Buyback of equity shares (17,879) -
Proceeds from Long-Term Borrowings 3,794 180
Repayment of Long-Term Borrowings (13,354) (6,656)
Movement in Short-Term Borrowings (net) 11,494 1,972
Finance Costs paid (1,883) (1,354)
Repayment of lease liabilities (2,378) -
Net cash (used in) financing activities (C ) (44,655) (22,512)
Net Increase / (decrease) in cash and cash equivalents during the period
(D=A+B+C)
9,212 644
Eect of exchange rate changes on cash and cash equivalents (E) 528 122
Cash and Cash Equivalents at the beginning of the year (F) 20,427 19,661
Cash and Cash Equivalents at the end of the year (G=D+E+F) (refer note ) 30,167 20,427
See accompanying notes forming part of the Consolidated financial statements
As per our report of even date attached
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W-
Jamil Khatri C. P. Gurnani T. N. Manoharan Mukti Khaire
Partner
Managing Director & CEO Director Director
Membership No.
M. Rajyalakshmi Rao Manoj Bhat Anil Khatri
Director Chief Financial Ocer Company Secretary
Mumbai, India, April , Mumbai, India, April ,
248
1. Corporate Information:
Tech Mahindra Limited (referred to as “TechM”
or the “Company”) is a leading provider of
consulting-led integrated portfolio services
to customers which are Telecom Equipment
Manufacturers, Telecom Service Providers and
IT Infrastructure Service Providers, Business
Process Outsourcing Service Providers as well
as Enterprise Solutions Services (BFSI, Retail &
Logistics, Manufacturing, Energy and Utility (E&U)
and Healthcare, Life Sciences, etc.) of Information
Technology (IT) and IT-enabled services delivered
through a network of multiple locations around
the globe. It also provides comprehensive range
of IT services, including IT enabled services,
application development and maintenance,
consulting and enterprise business solutions,
extended engineering solutions and infrastructure
management services to a diversified base of
corporate customers in a wide range of industries
including insurance, banking and financial
services, manufacturing, telecommunications,
transportation and engineering services.
The Company is a public limited company
incorporated and domiciled in India. The address
of its registered oce is Gateway Building, Apollo
Bunder, Mumbai – 400 001. The Company is listed
on Bombay Stock Exchange (BSE) and National
Stock Exchange (NSE).
The Board of Directors approved the consolidated
financial statements for the year ended March 31,
2020 and authorized for issue on April 30, 2020.
2. Significant accounting policies:
2.1 Statement of Compliance:
These consolidated financial statements have
been prepared in accordance with the Indian
Accounting Standards (referred to as “Ind AS”)
prescribed under section 133 of the Companies
Act, 2013 read with the Companies (Indian
Accounting Standards) Rules as amended from
time to time.
2.2 Basis for preparation of financial statements:
The functional currency of the Company and its
Indian subsidiaries is the Indian Rupee (“INR”). The
functional currency of foreign subsidiaries is the
currency of the primary economic environment in
which the entity operates.
These consolidated financial statements have
been prepared on historical cost basis except for
certain financial instruments which are measured
at fair value or amortised cost at the end of each
reporting period. Historical cost is generally
based on the fair value of the consideration given
in exchange for goods and services. Fair value is
the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction
between market participants at the measurement
date. All assets and liabilities have been classified
as current and non-current as per the Group’s
normal operating cycle.
2.3 Basis of Consolidation:
The consolidated financial statements comprise
the financial statements of Tech Mahindra
Limited and its subsidiaries (the Company and
its subsidiaries constitute “the Group”). The
Company consolidates all entities which are
controlled by it.
The Company establishes control when; it has
power over the entity, is exposed or has rights
to variable returns from its involvement with
the entity and has ability to aect the entity’s
returns by using its power over the entity. The
results of subsidiaries acquired, or sold, during
the period are consolidated from the eective
date of acquisition and up to the eective date of
disposal, as appropriate.
The consolidated financial statements of the
Group companies are consolidated on a line-by-
line basis and intra-group balances, transactions
including unrealized gain / loss from such
transactions and cash flows are eliminated upon
consolidation. These financial statements are
prepared by applying uniform accounting policies
in use at the Group. Non-controlling interests
which represent part of the net profit or loss and
net assets of subsidiaries that are not, directly or
indirectly, owned or controlled by the company,
are excluded.
Changes in the Company’s interests in
subsidiaries that do not result in a loss of control
are accounted for as equity transactions. The
carrying amount of the company’s interests
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2020
Financial Statements
Annual Report 2019-20 249
and the non-controlling interests are adjusted
to reflect changes in their relative interests in
the subsidiaries. Any dierence between the
amount by which the non-controlling interests are
adjusted and the fair value of the consideration
paid or received is recognized directly in equity
and attributed to owners of the Company.
The dierence between the proceeds from
disposal of investment in subsidiaries and the
carrying amount of its assets less liabilities as
on the date of disposal is recognised in the
Consolidated Statement of Profit and Loss being
the profit or loss on disposal of investment in
subsidiary.
An associate is an entity over which the investor
has significant influence but not control. An
investment in an associate is accounted for using
the equity method from the date on which the
investee becomes an associate. On acquisition
of the investment in an associate, any excess of
the cost of investment over the Company’s share
of the net fair value of the identifiable assets
and liabilities of the investee is recognised as
goodwill, which is included in the carrying amount
of investment. Any excess of the Company’s share
of the net fair value of the identifiable assets
and liabilities over the cost of investment, after
reassessment, is recognised in capital reserve in
the period in which investment is acquired.
Upon loss of significant influence over the
associate, the Company measures and recognises
any retained investment at its fair value. Any
dierence between the carrying amount of the
associate upon loss of significant influence
and the fair value of the retained investment is
recognised in the statement of profit or loss at the
point of loss of influence. Subsequent changes
in fair values are recognised through Other
Comprehensive income.
2.4 Business Combinations:
Business combinations are accounted for using
the purchase (acquisition) method. The cost of
an acquisition is measured as the fair value of the
assets transferred, liabilities incurred or assumed
and equity instruments issued at the date of
exchange by the Group. Identifiable assets
acquired and liabilities and contingent liabilities
assumed in a business combination are measured
initially at fair value at the date of acquisition.
Transaction costs incurred in connection with a
business acquisition are expenses as incurred.
The interest of non-controlling shareholders is
initially measured either at fair value or at the
non-controlling interests’ proportionate share
of the fair value of the acquiree’s identifiable
net assets. The choice of measurement basis
is made on an acquisition-by-acquisition basis.
Subsequent to acquisition, the carrying amount
of non-controlling interests is the amount of
those interests at initial recognition plus the
non-controlling interests’ share of subsequent
changes in equity of subsidiaries.
When the consideration transferred by the
Company in a business combination includes
assets or liabilities resulting from a contingent
arrangement, the contingent consideration is
measured at its acquisition date fair value and
included as part of the consideration transferred
in a business combination. Contingent
consideration that is classified as an asset or
liability is remeasured at subsequent reporting
dates in accordance with IND AS 109 Financial
Instruments or IND AS 37 Provisions, Contingent
Liabilities and Contingent Assets, with the
corresponding gain or loss being recognised in
profit or loss.
Business combinations arising from transfers of
interests in entities that are under the common
control are accounted at historical cost. The
dierence between any consideration given
and the aggregate historical carrying amounts
of assets and liabilities of the acquired entity are
recorded in shareholders’ equity.
Goodwill and intangible assets
Goodwill represents the cost of acquired
business as established at the date of acquisition
of the business in excess of the acquirer’s
interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities less
accumulated impairment losses, if any. Goodwill
is tested for impairment annually or when events
or circumstances indicate that the implied fair
value of goodwill is less than its carrying amount.
Intangible assets acquired separately are
measured at cost of acquisition. Intangible assets
acquired in a business combination are measured
at fair value as at the date of acquisition.
Following initial recognition, intangible assets are
carried at cost less accumulated amortization and
impairment losses, if any.
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2.5 Use of Estimates:
The preparation of consolidated financial
statements requires the management of the
Group to make estimates and assumptions
that aect the reported amounts of assets and
liabilities on the date of consolidated financial
statements, disclosure of contingent liabilities
as at the date of the consolidated financial
statements, and the reported amounts of income
and expenses during the reported period. Actual
results may dier from these estimates. Estimates
and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates
are recognised prospectively.
Critical accounting estimates
i) Revenue Recognition
The Group applies the percentage of
completion method in accounting for its
fixed price development contracts. Use
of the percentage of completion method
requires the Group to estimate the eorts or
costs expended to date (input method) as a
proportion of the total eorts or costs to be
expended. Eorts or costs expended have
been used to measure progress towards
completion as there is a direct relationship
between input and productivity. Provisions
for estimated losses, if any, on uncompleted
contracts are recorded in the period in
which such losses become probable based
on the expected contract estimates at the
reporting date.
Judgement is also required to determine
the transaction price for the contract and
to ascribe the transaction price to each
distinct performance obligation. The
transaction price could be either a fixed
amount of customer consideration or
variable consideration with elements such
as volume discounts, service level credits,
performance bonuses, price concessions
and incentives. The transaction price is
also adjusted for the eects of the time
value of money if the contract includes
a significant financing component. Any
consideration payable to the customer is
adjusted to the transaction price, unless it is
a payment for a distinct product or service
from the customer. The estimated amount
of variable consideration is adjusted in the
transaction price only to the extent that it
is highly probable that a significant reversal
in the amount of cumulative revenue
recognised will not occur and is reassessed
at the end of each reporting period. The
Company allocates the elements of variable
considerations to all the performance
obligations of the contract unless there
is observable evidence that they pertain
to one or more distinct performance
obligations.
The Company exercises judgments while
determining the transaction price allocated
to performance obligations using the
expected cost plus margin approach.
ii) Income taxes and deferred taxes
The major tax jurisdictions for the Company
are India and the United States of America.
Significant judgments are involved in
determining the provision for income
taxes including judgment on whether tax
positions are probable of being sustained
in tax assessments. A tax assessment can
involve complex issues, which can only
be resolved over extended time periods.
Deferred tax is recorded on temporary
dierences between the tax bases of assets
and liabilities and their carrying amounts,
at the rates that have been enacted or
substantively enacted at the reporting date.
The ultimate realization of deferred tax
assets is dependent upon the generation
of future taxable profits during the periods
in which those temporary dierences and
tax loss carry forwards become deductible.
The Company considers the expected
reversal of deferred tax liabilities and
projected future taxable income in making
this assessment. The amount of the
deferred tax assets considered realizable,
however, could be reduced in the near term
if estimates of future taxable income during
the carry-forward period are reduced. The
policy for the same has been explained
under Note 2.16.
iii) Property, plant and equipment
Property, plant and equipment represent a
significant proportion of the asset base of
the Group. The charge in respect of periodic
depreciation is derived after determining
an estimate of an asset’s expected useful
life and the expected residual value at the
end of its life. The useful lives and residual
values of Group’s assets are determined
Financial Statements
Annual Report 2019-20 251
by management at the time the asset is
acquired and reviewed at the end of each
reporting period. The lives are based on
historical experience with similar assets as
well as anticipation of future events, which
may impact their life, such as changes in
technology. The policy for the same has
been explained under Note 2.6.
iv) Provisions
A provision is recognised when the
Company has a present obligation as a
result of a past event and it is probable that
an outflow of resources will be required to
settle the obligation, in respect of which
a reliable estimate can be made. These
are reviewed at each balance sheet date
and adjusted to reflect the current best
estimates. The policy for the same has
been explained under Note 2.20.
v) Business combinations and intangible
assets
Business combinations are accounted
for using Ind AS 103. Ind AS 103 requires
the identifiable net assets and contingent
consideration to be fair valued in order to
ascertain the net fair value of identifiable
assets, liabilities and contingent liabilities
of the acquiree. Significant estimates are
required to be made in determining the
value of contingent consideration and
intangible assets and their estimated
useful life. These valuations are generally
conducted by independent valuation
experts.
vi) Impairment of Goodwill
Goodwill is tested for impairment on an
annual basis and whenever there is an
indication that the recoverable amount of a
cash generating unit is less than its carrying
amount based on a number of factors
including operating results, business plans,
future cash flows and economic conditions.
The recoverable amount of cash generating
units is determined based on higher of
value-in-use and fair value less cost to sell.
The goodwill impairment test is performed
at the level of the cash-generating unit or
groups of cash-generating units which
are benefitting from the synergies of the
acquisition and which represents the
lowest level at which goodwill is monitored
for internal management purposes. Market
related information and estimates are used
to determine the recoverable amount. Key
assumptions on which management has
based its determination of recoverable
amount include estimated long term growth
rates, weighted average cost of capital
and estimated operating margins. Cash
flow projections take into account past
experience and represent management’s
best estimate about future developments.
vii) Defined benefit plans and compensated
absences
The cost of the defined benefit plans,
compensated absences and the present
value of the defined benefit obligation
are based on actuarial valuation using
the projected unit credit method. An
actuarial valuation involves making various
assumptions that may dier from actual
developments in the future. These include
the determination of the discount rate, future
salary increases and mortality rates. Due to
the complexities involved in the valuation
and its long-term nature, a defined benefit
obligation is highly sensitive to changes
in these assumptions. All assumptions are
reviewed at each reporting date. The policy
for the same has been explained under
Note-2.15.
viii) Expected credit losses on financial assets
The impairment provisions of financial
assets are based on assumptions about risk
of default and expected timing of collection.
The Company uses judgment in making
these assumptions and selecting the inputs
to the impairment calculation, based on
the Company’s past history, customer’s
creditworthiness, existing market conditions
as well as forward looking estimates at the
end of each reporting period. The policy for
the same has been explained under Note-
2.9.
ix) Other estimates
The share based compensation expense is
determined based on the Group’s estimate
of equity instruments that will eventually
vest.
252
x) Estimation uncertainties relating to the
COVID-19 pandemic
The Group has considered the possible
eects that may result from COVID-19, a
global pandemic, on the carrying amount
of receivables, unbilled revenue, intangible
assets and goodwill. In developing the
assumptions relating to the possible
future uncertainties in global economic
conditions because of this pandemic,
the Group, as at the date of approval of
these financial statements has used an
internal and external source of information
including economic forecasts. The Group
based on current estimates expects the
carrying amount of the above assets will be
recovered, net of provisions.
2.6 Property, Plant & Equipment and Intangible
assets:
Property, Plant & Equipment and intangible
assets are stated at cost less accumulated
depreciation/amortisation and net of impairment.
Cost of an item of property, plant and equipment
comprises its purchase price, including import
duties and non-refundable purchase taxes, after
deducting trade discounts and rebates, any
directly attributable costs of bringing the item
to it working condition for its intended use and
estimated cost of dismantling and removing the
item and restoring the site on which it is located.
Subsequent expenditure relating to property,
plant and equipment is capitalized only when
it is probable that future economic benefits
associated with these will flow to the company
and the cost of the item can be measured reliably.
The cost of property, plant and equipment not
available for use as at each reporting date is
disclosed under capital work in progress.
Depreciable amount for assets is the cost of
an asset, less its estimated residual value.
Depreciation on Property, Plant & Equipment
(including assets taken on lease), other than
freehold land, is charged based on the straight
line method on the estimated useful life as
prescribed in Schedule II to the Companies Act,
2013 except in respect of the certain categories
of assets, where the life of the assets has been
assessed based on internal technical estimate,
considering the nature of the asset, estimated
usage of the asset, the operating conditions of the
asset and past history of replacement, anticipated
technological changes. The estimated useful lives
of assets are as follows:
Particulars
Life
Buildings 28 to 50 years
Computers 2 to 5 years
Plant and Equipments 3 to 10 years
Furniture and Fixtures 3 to 10 years
Vehicles 4 to 5 years
Oce Equipments to years
Intangible assets are amortised on a straight line
basis over their useful lives as given below:
Particulars
Life
Brand 4 to 10 years
Customer relationships/related
intangibles
2 to 7 years
Intellectual Property Rights 4 to 10 Years
Software 1 to 10 years
Others to years
The estimated useful lives and residual values of
Property, Plant & Equipment and Intangible assets
are reviewed at the end of each reporting period.
Leasehold improvements are amortized over the
shorter of estimated useful life of the asset.
The cost of software purchased for internal use is
capitalized and depreciated in full in the month in
which it is put to use.
Project specific intangible assets are amortised
over their estimated useful lives on a straight line
basis or over the period of the license/project
period, whichever is lower.
Intellectual Property Rights (‘IPR’) comprise right
to use for licensed software. The Company has
recognised the IPR based on present value
of consideration paid. Subsequent to initial
recognition, the intangible asset is measured
at cost, less any accumulated amortization and
accumulated impairment losses. The IPR’s are
amortised over their estimated useful life of 4 to
10 years on a straight line basis.
An item of Property, Plant & Equipment and
intangibles asset is derecognised upon disposal
or when no future economic benefits are expected
to arise from the continued use of the asset. Any
gain or loss arising on the disposal or retirement
of an item of Property, Plant & Equipment and
intangible assets is determined as the dierence
between the sales proceeds and the carrying
amount of the asset and is recognised in profit or
loss.
Financial Statements
Annual Report 2019-20 253
When the use of a property changes from owner
occupied to investment property, the property is
reclassified as investment property at its carrying
amount on the date of reclassification.
2.7 Investment Property:
Investment properties are measured initially at
cost, including transaction costs. Subsequent
to initial recognition, investment properties are
measured at cost less accumulated depreciation
and accumulated impairment losses, if any in
accordance with Ind AS 16 Property, Plant and
Equipment.
An investment property is derecognised upon
disposal or when the investment property is
permanently withdrawn from use and no future
economic benefits are expected from disposal.
Any gain or loss arising on derecognition of the
property (calculated as the dierence between
the net disposal proceeds and the carrying
amount of the asset) is included in profit or loss in
the period in which the property is derecognised.
Useful life of investment properties:
Particulars
Life
Buildings
28 to 50 years
Plant and Equipments
3 to 20 years
Furniture and Fixtures
3 to 15 years
Oce equipment to years
2.8 Leases:
At inception of the contract, the Company
determines whether the contract is a lease or
contains a lease arrangement.
A contract is, or contains, a lease if the contract
conveys the right to control the use of an
identified asset for a period of time in exchange
for consideration.
Group as a lessee
The Group recognises right-of-use asset
representing its right to use the underlying asset
for the lease term at the lease commencement
date. The cost of the right-of-use asset measured
at inception shall comprise of the amount of
the initial measurement of the lease liability
adjusted for any lease payments made at or
before the commencement date less any lease
incentives received, plus any initial direct costs
incurred and an estimate of costs to be incurred
by the lessee in dismantling and removing the
underlying asset or restoring the underlying
asset or site on which it is located. The right-of-
use assets is subsequently measured at cost
less any accumulated depreciation, accumulated
impairment losses, if any and adjusted for any
remeasurement of the lease liability. The right-of-
use assets is depreciated using the straight-line
method from the commencement date over the
shorter of lease term or useful life of right-of-use
asset. The estimated useful lives of right-of-use
assets are determined on the same basis as
those of property, plant and equipment. Right-of-
use assets are tested for impairment whenever
there is any indication that their carrying amounts
may not be recoverable. Impairment loss, if any, is
recognised in the statement of profit and loss.
The Group measures the lease liability at the
present value of the lease payments that are not
paid at the commencement date of the lease.
The lease payments are discounted using the
interest rate implicit in the lease, if that rate can
be readily determined. If that rate cannot be
readily determined, the Group uses incremental
borrowing rate. For leases with reasonably
similar characteristics, the Group, on a lease by
lease basis, may adopt either the incremental
borrowing rate specific to the lease or the
incremental borrowing rate for the portfolio as
a whole. The lease payments shall include fixed
payments, variable lease payments, residual
value guarantees, exercise price of a purchase
option where the Group is reasonably certain to
exercise that option and payments of penalties
for terminating the lease, if the lease term reflects
the lessee exercising an option to terminate
the lease. The lease liability is subsequently
remeasured by increasing the carrying amount
to reflect interest on the lease liability, reducing
the carrying amount to reflect the lease payments
made and remeasuring the carrying amount to
reflect any reassessment or lease modifications
or to reflect revised in-substance fixed lease
payments.
The Group recognises the amount of the re-
measurement of lease liability as an adjustment to
the right-of-use asset. Where the carrying amount
of the right-of-use asset is reduced to zero and
there is a further reduction in the measurement
of the lease liability, the Group recognises any
remaining amount of the re-measurement in
statement of profit and loss.
The Group has elected not to apply the
requirements of Ind AS 116 to short-term leases of
all assets that have a lease term of 12 months or
254
less and leases for which the underlying asset is
of low value. The lease payments associated with
these leases are recognized as an expense on a
straight-line basis over the lease term.
Group as a lessor
At the inception of the lease the Group classifies
each of its leases as either an operating lease
or a finance lease. The Group recognises lease
payments received under operating leases as
income on a straight- line basis over the lease
term. In case of a finance lease, finance income
is recognised over the lease term based on a
pattern reflecting a constant periodic rate of
return on the lessor’s net investment in the lease.
When the Group is an intermediate lessor it
accounts for its interests in the head lease and
the sub-lease separately. It assesses the lease
classification of a sub-lease with reference to the
right-of-use asset arising from the head lease, not
with reference to the underlying asset. If a head
lease is a short term lease to which the Group
applies the exemption described above, then it
classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-
lease components, the Group applies Ind AS
115 Revenue to allocate the consideration in the
contract.
Refer note 2.6 – Significant accounting policies –
Leases in the Annual report of the Company for
the year ended March 31, 2019, for the policy as
per Ind AS 17.
2.9 Impairment of Assets:
i) Financial assets
The Group applies the expected credit loss model
for recognizing impairment loss on financial
assets.
Expected credit loss is the dierence between
the contractual cash flows and the cash flows that
the entity expects to receive discounted using
eective interest rate.
Loss allowances for trade receivables are
measured at an amount equal to lifetime expected
credit losses. Lifetime expected credit losses are
the expected credit losses that result from all
possible default events over the expected life of
a financial instrument. Lifetime expected credit
loss is computed based on a provision matrix
which takes in to the account historical credit
loss experience adjusted for forward looking
information. For other financial assets, expected
credit loss is measured at the amount equal to
twelve months expected credit loss unless there
has been a significant increase in credit risk
from initial recognition, in which case those are
measured at lifetime expected credit loss.
ii) Non-financial assets
Property, plant and equipment and intangible
assets with finite life are evaluated for recoverability
whenever there is any indication that their
carrying amounts may not be recoverable. If any
such indication exists, the recoverable amount
(i.e. higher of the fair value less cost to sell and
the value-in-use) is determined on an individual
asset basis unless the asset does not generate
cash flows that are largely independent of those
from other assets. In such cases, the recoverable
amount is determined for the Cash Generating
Unit (CGU) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is
estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced
to its recoverable amount. An impairment loss is
recognised in the statement of profit and loss.
iii) Goodwill
Goodwill is tested for impairment on an annual
basis and whenever there is an indication that
goodwill may be impaired, relying on a number
of factors including operating results, business
plans and future cash flows.
The Group estimates the value-in-use of the
cash generating unit (CGU) based on the future
cash flows after considering current economic
conditions and trends, estimated future operating
results and growth rate and anticipated future
economic and regulatory conditions. The
estimated cash flows are developed using
internal forecasts. The discount rate used for the
CGU’s represent the weighted average cost of
capital based on the historical market returns of
comparable companies.
2.10 Inventories:
Hardware, Software and Product Components:
Product Components are valued at lower of cost
or net realizable value. Cost is determined on
First-In-First Out basis.
Financial Statements
Annual Report 2019-20 255
Projects in Progress / Work in Progress:
Hardware equipments, softwares and other
items are carried at the lower of cost and net
realisable value. Cost is determined on a specific
identification basis. Cost includes material cost,
freight and other incidental expenses incurred in
bringing the inventory to the present location /
condition.
2.11 Revenue recognition:
Revenue from information technology services
and business process outsourcing services
include revenue earned from services rendered
on ‘time and material’ basis, time bound fixed
price engagements and fixed price development
contracts.
Revenue is recognized upon transfer of control of
promised products or services to customers in an
amount that reflects the consideration the Group
expect to receive in exchange for those products
or services, net of indirect taxes, discounts,
rebates, credits, price concessions, incentives,
performance bonuses, penalties, or other similar
items.
Revenue from time and material contracts is
recognized as the related services are performed
and revenue from the end of the last invoicing
to the reporting date is recognized as unbilled
revenue.
Revenue from fixed price maintenance contracts
is recognised based on the right to invoice for
services performed for contracts in which the
invoicing is representative of the value being
delivered. If invoicing is not consistent with value
delivered, revenue is recognized as the services
are performed. When services are performed
through an indefinite number of repetitive acts
over a specified period, revenue is recognised
on a straight-line basis over the specified period
unless some other method better represents the
manner in which services are performed.
Revenue on fixed price development contracts is
recognised using the ‘percentage of completion’
method of accounting, unless work completed
cannot be reasonably estimated. Percentage of
completion is determined based on project costs
incurred to date as a percentage of total estimated
project costs required to complete the project.
The cost expended (or input) method has been
used to measure progress towards completion as
there is a direct relationship between input and
productivity. If the Group does not have a sucient
basis to measure the progress of completion
or to estimate the total contract revenues and
costs, revenue is recognized only to the extent
of contract cost incurred for which recoverability
is probable. When total cost estimates exceed
revenues in an arrangement, the estimated losses
are recognized in the consolidated statement of
profit and loss in the period in which such losses
become probable based on the current contract
estimates.
The solutions oered by the Group may include
supply of third party equipment or software. In
such cases, revenue for supply of such third
party products are recorded at gross or net basis
depending on whether the Group is acting as
the principal or as an agent of the customer. The
Group recognizes gross amount of consideration
as revenue when it is acting as a principal and
net amount of consideration as revenue when it
is acting as an agent.
Contracts assets are recognised when there
is excess of revenue earned over billings on
contracts. Contract assets are classified as
unbilled revenue when there is unconditional
right to receive cash, and only passage of time is
required, as per contractual terms.
Contract liability (“Unearned revenue”) arises
when there are billing in excess of revenue.
In arrangements for hardware and software
implementation and integration, related services
and maintenance services, the Group has applied
the guidance in Ind AS 115, by applying the revenue
recognition criteria for each distinct performance
obligation. For allocating the transaction price,
the Group has measured the revenue in respect
of each performance obligation of a contract at
its relative standalone selling price. The price
that is regularly charged for an item when sold
separately is the best evidence of its standalone
selling price. In cases where the Group is unable
to determine the standalone selling price, the
Group uses the expected cost plus margin
approach in estimating the standalone selling
price. Fixed Price Development contracts and
related services, the performance obligation are
satisfied as and when the services are rendered
since the customer generally obtains control of
the work as it progresses.
Revenue from licenses where the customer
obtains a ‘right to use’ the licenses is recognized
at the time the license is made available to the
256
customer. Revenue from licenses where the
customer obtains a ‘right to access’ is recognised
over the access period. The Group has applied the
principles of Ind AS 115 to account for revenues
for these performance obligations.
The Group recognises revenue for a sales-based
or usage-based royalty promised in exchange for
a license of intellectual property only when (or as)
the subsequent sale or usage occurs.
The Group accounts for volume discount and
pricing incentives to customers as a reduction
based on ratable allocation of the discounts/
incentives amount to each of the underlying
performance obligation that corresponds to the
progress made by the customer towards earning
the discount/incentive. Also, when the level of
discount varies with increases in levels of revenue
transactions, the Group recognises the liability
based on its estimate of the customer’s future
purchases. If it is probable that the criteria for the
discount will not be met, or if the amount thereof
cannot be estimated reliably, then discount is not
recognised until the payment is probable and
the amount can be estimated reliably. The Group
recognises changes in the estimated amount of
obligations for discounts in the period in which
the change occurs.
Deferred contract costs are upfront costs incurred
for the contract and are amortized on a systematic
basis that is consistent with the transfer to the
customer of the goods or services to which the
asset relates.
Contract modifications are accounted for when
additions, deletions or changes are approved
either to the contract scope or contract price.
The accounting for modifications of contracts
involves assessing whether the services added to
an existing contract are distinct and whether the
pricing is at the standalone selling price. Services
added that are not distinct are accounted for
on a cumulative catch up basis, while those are
distinct are accounted for prospectively, either
as a separate contract, if the additional services
are priced at the standalone selling price, or as a
termination of the existing contract and creation
of a new contract if not priced at the standalone
selling price.
The Group disaggregates revenue from contracts
with customers by nature of services, , geography
and industry verticals
Dividend income is recognised when the Group’s
right to receive dividend is established. Interest
income is recognised using eective interest rate
method.
Rental income from the investment property is
recognised in consolidated statement of profit
and loss on a straight-line basis over the term of
lease except where the rentals are structured to
increase in line with expected general inflation.
2.12 Foreign currency transactions:
The functional currency of the Group and its Indian
subsidiaries is Indian Rupees (INR) whereas the
functional currency of foreign subsidiaries is the
currency of their primary economic environment.
Foreign currency transactions are recorded at
exchange rates prevailing on the date of the
transaction. Foreign currency denominated
monetary assets and liabilities are restated into
the functional currency using exchange rates
prevailing on the date of Balance Sheet. Gains
and losses arising on settlement and restatement
of foreign currency denominated monetary assets
and liabilities are recognized in the profit or loss.
2.13 Foreign Operations:
For the purpose of these consolidated financial
statements, the assets and liabilities of the Group’s
foreign operations are translated using exchange
rates prevailing at the end of each reporting
period. Income and expense items are translated
at the average exchange rates for the period.
Exchange dierences arising on translation are
recognised in other comprehensive income and
accumulated in equity.
When a subsidiary is disposed o, in full, the
relevant amount is transferred to net profit in the
consolidated statement of profit and loss.
2.14 Financial Instruments:
Financial assets and liabilities are recognised
when the Group becomes a party to the
contractual provisions of the instruments.
Financial assets and liabilities are initially
measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted
from the fair value measured on initial recognition
of financial asset or financial liability. Transaction
costs directly attributable to the acquisition of
Financial Statements
Annual Report 2019-20 257
financial assets or financial liabilities at fair value
through profit or loss are recognised in profit or
loss.
i) Non-derivative financial instruments:
Cash and cash equivalents
The Group considers all highly liquid
financial instruments, which are readily
convertible into known amounts of cash
and that are subject to an insignificant
risk of change in value and having original
maturities of three months or less from the
date of purchase, to be cash equivalents.
Financial assets at amortised cost
Financial assets are subsequently
measured at amortised cost using the
eective interest rate method less
impairment losses, if these financial assets
are held within a business model whose
objective is to hold these assets in order
to collect contractual cash flows and the
contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on
the principal amount outstanding.
Financial assets at fair value
Financial assets not measured at
amortised cost are carried at fair value
through profit or loss (FVTPL) on initial
recognition, unless the Group irrevocably
elects on initial recognition to present
subsequent changes in fair value in ‘other
comprehensive income’, for investment in
equity instruments which are not held for
trading.
The Group, on initial application of IND AS
109 Financial Instruments has made an
irrevocable election to present in ‘other
comprehensive income’, subsequent
changes in fair value of equity instruments
not held for trading.
Financial asset at FVTPL, are measured
at fair values at the end of each reporting
period, with any gains or losses arising on
remeasurement recognised in profit or loss.
Financial liabilities
Financial liabilities are subsequently
carried at amortised cost using the
eective interest rate method or at FVTPL.
For financial liabilities carried at amortised
cost, the carrying amounts approximate fair
values due to the short term maturities of
these instruments. Financial liabilities are
classified as at FVTPL when the financial
liability is either contingent consideration
recognised in a business combination, or
is held for trading or it is designated as
FVTPL. Financial liabilities at FVTPL are
stated at fair value, with any gains or losses
arising on remeasurement recognised in
profit and loss.
ii) Derivative financial instruments and
hedge accounting
The Group is exposed to foreign currency
fluctuations on foreign currency assets,
liabilities and forecasted cash flows
nominated in foreign currency. The Group
uses foreign currency forward contracts
/ options to hedge its risks associated
with foreign currency fluctuations relating
to certain forecasted transactions. The
Group designates some of these forward
contracts / options as hedge instruments
and accounts for them as cash flow hedges
applying the recognition and measurement
principles set out in Ind AS 109.
The use of foreign currency forward
contracts / options is governed by the
Group’s risk management policy approved
by the Board of Directors, which provide
written principles on the use of such
financial derivatives consistent with the
Group’s risk management strategy. The
counter party to the Group’s foreign
currency forward contracts is generally a
bank. The Group does not use derivative
financial instruments for speculative
purposes.
Foreign currency forward contract/
option derivative instruments are initially
measured at fair value and are re-measured
at subsequent reporting dates. Changes in
the fair value of these derivatives that are
designated and eective as hedges of
future cash flows are recognised in other
comprehensive income and accumulated
under ‘eective portion of cash flow
hedges’ (net of taxes), and the ineective
portion is recognised immediately in the
consolidated statement of profit and loss.
258
Amounts previously recognised in other
comprehensive income and accumulated
in eective portion of cash flow hedges are
reclassified to the consolidated statement
of profit and loss in the same period in
which gains/losses on the item hedged are
recognised in the consolidated statement
of profit and loss.
Changes in the fair value of derivative
financial instruments that do not qualify for
hedge accounting are recognized in the
consolidated statement of profit and loss
as they arise.
Hedge accounting is discontinued when
the hedging instrument expires or is sold,
terminated, or exercised, or no longer
qualifies for hedge accounting. Cumulative
gain or loss on the hedging instrument
classified as eective portion of cash
flow hedges is classified to consolidated
statement of profit and loss when the
forecasted transaction occurs. If a hedged
transaction is no longer expected to occur,
the net cumulative gain or loss recognised
in eective portion of cash flow hedges is
transferred to the consolidated statement
of profit and loss for the period.
iii) Derecognition of financial instruments
The Group derecognises a financial asset
when the contractual rights to the cash flows
from the asset expire, or when it transfers
the financial asset and substantially all
the risks and rewards of ownership of the
asset to another party. If the Group retains
substantially all the risk and rewards of
transferred financial assets, the Group
continues to recognize the financial asset
and also recognizes the borrowing for the
proceeds received.
The Group derecognises financial liabilities
when, and only when, the Group’s obligation
are discharged, cancelled or have expired.
iv) Financial Guarantee contracts
Financial guarantee contracts issued by the
Group are initially measured at fair value
and subsequently measured at the higher of
the amount of loss allowance determined in
accordance with impairment requirements
of Ind AS 109; and the amount initially
recognised less, when appropriate, the
cumulative amount of income recognised
in accordance with the principles of Ind AS
115 Revenue.
2.15 Employee Benefits:
a. Defined benefit plans
For defined benefit plans, the cost of providing
benefits is determined using the Projected
Unit Credit Method, with actuarial valuations
being carried out at each balance sheet date.
Remeasurement, comprising actuarial gains and
losses, the eect of the changes to the asset
ceiling and the return on plan assets (excluding
interest), is reflected immediately in the balance
sheet with a charge or credit recognised in other
comprehensive income in the period in which
they occur. The gratuity plan provides for a lump
sum payment to employees at retirement, death,
incapacitation or termination of the employment
based on the respective employee’s last drawn
salary and the tenure of the employment.
b. Defined contribution plans:
i. Provident fund:
The eligible employees of TechM and
its Indian subsidiaries are entitled to
receive the benefits of Provident fund, a
defined contribution plan, in which both
employees and TechM and its Indian
subsidiaries make monthly contributions
at a specified percentage of the covered
employees’ salary (currently at 12% of
the basic salary) wh ich are charged
to the consolidated statement of profit
and loss on accrual basis. The provident
fund contributions are paid to the Regional
Provident Fund Commissioner by TechM
and its Indian subsidiaries, except in case
of one subsidiary where a portion of the
contribution is made to approved provident
fund trust managed by that subsidiary.
The contribution to trust managed by the
subsidiary is accounted for as a defined
benefit plan as the subsidiary is liable for
any shortfall in the fund assets based on
the government specified minimum rate of
return.
ii. Superannuation and ESIC:
Contributions Superannuation fund and
employees’ state insurance scheme (ESI),
which are defined contribution schemes,
are charged to the consolidated statement
of profit and loss on an accrual basis.
Financial Statements
Annual Report 2019-20 259
The Group has no further obligations for
superannuation fund benefits other than its
annual contributions.
c. Compensated absences:
The Group provides for compensated absences
and long term service awards subject to Group’s
rules. The employees are entitled to accumulate
leave subject to certain limits, for future
encashment or availment. The liability is accrued
based on the number of days of unavailed leave
at each Balance Sheet date and the awards are
accrued based on number years of service of an
employee. It is measured at the balance sheet
date on the basis of an independent actuarial
valuation using the Projected Unit Credit method.
Actuarial gains and losses are recognised in full
in the consolidated statement of profit and loss in
the period in which they occur.
The Group also oers a short term benefit in the
form of encashment of unavailed accumulated
compensated absences above certain limits for
all of its employees and same is recognised as
undiscounted liability at the balance sheet date.
d. Other short term employee benefits:
Other short-term employee benefits such as
overseas social security contributions and
performance incentives expected to be paid in
exchange for services rendered by employees,
are recognised in the consolidated statement
of profit and loss during the period when the
employee renders the service.
2.16 Taxation:
Tax expense comprises of current tax and
deferred tax. The tax rates and tax laws used
to compute the current tax amount are those
that are enacted or substantively enacted as at
the reporting date and applicable for the period.
Current tax is measured at the amount expected
to be paid to / recovered from the tax authorities,
based on estimated tax liability computed after
taking credit for allowances and exemptions in
accordance with the local tax laws existing in the
respective countries.
Current and deferred tax are recognised in profit
or loss, except when they relate to items that are
recognised in other comprehensive income or
directly in equity, in which case, the income taxes
are recognised in other comprehensive income
or directly in equity, respectively.
The current income tax expense includes income
taxes payable by the Group and its branches in
India and overseas. The current tax payable by
the Group in India is Indian income tax payable on
worldwide income after taking credit for tax relief
available for export operations in Special Economic
Zones (SEZs). Current income tax payable by
overseas branches of the Group is computed
in accordance with the tax laws applicable in
the jurisdiction in which the respective branch
operates. The proportionate credit for the taxes
paid outside India are generally available for set
o against the Indian income tax liability of the
Group’s worldwide income.
Advance taxes and provisions for current income
taxes are presented in the consolidated statement
of financial position after o-setting advance tax
paid and income tax provision arising in the same
tax jurisdiction and where the relevant tax paying
unit has a legally enforceable right and intends to
settle the asset and liability on a net basis.
Deferred income taxes
Deferred income tax is recognised using the
balance sheet approach. Deferred income tax
assets and liabilities are recognised for deductible
and taxable temporary dierences arising
between the tax base of assets and liabilities and
their carrying amount, except when the deferred
income tax arises from the initial recognition of
goodwill or an asset or liability in a transaction
that is not a business combination and aects
neither accounting nor taxable profit or loss at the
time of the transaction.
Deferred income tax assets are recognised to
the extent it is probable that taxable profit will be
available against which the deductible temporary
dierences and the carry forward of unused tax
credits and unused tax losses can be utilised.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable that
sucient taxable profit will be available to allow
all or part of the deferred income tax asset to be
utilised.
Deferred tax assets and liabilities are measured
using substantively enacted tax rates expected
to apply to taxable income in the years in which
the temporary dierences are expected to be
recovered or settled.
Deferred tax assets include Minimum Alternative
Tax (MAT) paid in accordance with the tax laws
in India. MAT credit is recognized for future
economic benefits in the form of adjustment of
future income tax liability and is considered as an
asset if there is probable evidence that the Group
will pay normal income tax.
260
Deferred tax assets and liabilities are oset when
it relates to income taxes levied by the same
taxation authority and the relevant entity intends
to settle its current tax assets and liabilities on a
net basis.
Deferred tax liability (DTL) is not recognised on
the accumulated undistributed profits of the
subsidiary Group in the consolidated financial
statements of the Group, if it is determined that
such accumulated undistributed profits will not
be distributed in the foreseeable future. When it
is probable that the accumulated undistributed
profits will be distributed in the foreseeable
future, then DTL on accumulated undistributed
profits of the subsidiary Group is recognised in
the consolidated statement of profit and loss of
the Group.
In cases, where the dividend distribution tax
(DDT) paid by a subsidiary on distribution of its
accumulated profits/ tax on dividend from a
foreign subsidiary, is allowed as a set o against
the Group’s own DDT liability, then the amount
of DDT paid by domestic subsidiary/ tax paid on
foreign dividend is recognised in the consolidated
statement of changes in equity.
The Group recognises interest levied and
penalties related to income tax assessments in
interest expenses.
2.17 Employee Stock Option Plans:
Equity instruments granted are measured by
reference to the fair value of the instrument at the
date of grant. The equity instruments generally
vest in a graded manner over the vesting
period. The fair value determined at the grant
date is expensed over the vesting period of the
respective tranches of such grants (accelerated
amortization). The share based compensation
expense is determined based on the Group’s
estimate of equity instruments that will eventually
vest.
The expense is recognized in the consolidated
statement of profit and loss with a corresponding
increase to the ‘share option outstanding account’,
which is a component of equity.
2.18 Research and development:
Research costs are recognized as an expense in
the consolidated statement of profit and loss in
the period they are incurred. Development costs
are recognized in the consolidated statement of
profit and loss unless technical and commercial
feasibility of the project is demonstrated, future
economic benefits are probable, the Group has an
intention and ability to complete the development
project and use the asset and the costs can be
measured reliably.
2.19 Earnings per Share:
Basic earnings per share is calculated by dividing
the net profit for the period attributable to equity
shareholders by the weighted average number
of equity shares outstanding during the period.
The weighted average number of equity shares
outstanding during the period are adjusted for
any bonus shares issued during the period.
For calculating diluted earnings per share, the
net profit for the period attributable to equity
shareholders and the weighted average number
of shares outstanding during the period are
adjusted for the eects of all dilutive potential
equity shares. The dilutive potential equity shares
are adjusted for the proceeds receivable had the
equity shares been actually issued at fair value
(i.e. the average market value of the outstanding
equity shares).
2.20 Provisions and Contingent Liabilities:
A provision is recognized when the Group has
a present obligation as a result of past event,
it is probable that an outflow of resources
will be required to settle the obligation and a
reliable estimate can be made of the amount
of the obligation. If the eect of the time value
of money is material, provisions are discounted
using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision
due to the passage of time is recognised as a
finance costs.
Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only
by the occurrence or non-occurrence of one
or more uncertain future events not wholly
within the control of the Company or a present
obligation that arises from past events where it is
either not probable that an outflow of resources
will be required to settle the obligation or a
reliable estimate of the amount cannot be made.
Contingent assets are neither recognised nor
disclosed in the financial statements.
2.21 Recent Indian Accounting Standards (Ind AS):
The Ministry of Corporate Aairs (“MCA”) notifies
new standard or amendments to the existing
standards. There are no such notifications that are
applicable for the Company from April 1, 2020.
Financial Statements
Annual Report 2019-20 261
NOTE 3 : PROPERTY, PLANT AND EQUIPMENT
` in Million
Particulars Freehold
Land
Buildings Computers Plant and
Equipment
Furniture
and
Fixtures
Vehicles Oce
Equipments
Leasehold
Improvements
Taken on Finance Lease (refer note iv) Total
Computers Plant and
Equipment
Furniture
and Fixtures
Vehicles
Gross Block
Cost as at April , , , , , , , , , ,
Acquisitions (refer note ) - - - - - - - -
Additions , - - ,
Deletions - , , - ,
Foreign Currency Translation () () () () () () - ()
Balance as at March , 1,072 24,837 21,355 25,223 8,351 506 2,310 2,113 995 303 30 240 87,335
Transition impact of IND AS
(refer note (iv) below and )
- - - - - - - - ,
Acquisitions (refer note ) - - - - - - - -
Additions - , , - - - - ,
Deletions - - - - - ,
Reclassification to Investment
Property (refer note )
- - - - - - - - - - -
Foreign Currency Translation - - - - ,
Balance as at March , 1,083 27,684 23,227 26,088 8,447 467 2,673 2,469 - - - - 92,138
Accumulated Depreciation
As at April , - , , , , , , , ,
Depreciation - , , ,
Deletions - , , - ,
Foreign Currency Translation - () () () () () - ()
Balance as at March , - 9,262 17,275 22,538 6,895 347 1,764 1,798 845 272 21 89 61,106
Transition impact of IND AS
(refer note (iv) below and )
- - - - - - - - ,
Depreciation - , , , - - - - ,
Deletions - - - - - - ,
Foreign Currency Translation - - - - - ,
Balance as at March , - 10,709 19,269 23,952 7,339 367 2,010 1,883 - - - - 65,529
Net Block as at March , 1,083 16,975 3,958 2,136 1,108 100 663 586 - - - - 26,609
Net Block as at March , , , , , , ,
Notes:
i) In respect of certain freehold lands and buildings, the Company has received a provisional attachment order from the Income-tax authorities which has since
been stayed by Orders passed by the Hon’ble High Court of Andhra Pradesh.
ii) Plant and Equipment includes electrical installations and equipments.
iii) Amounts less than ` 0.5 Million are reported as ‘0’.
iv) Assets taken on finance lease as at March 31, 2019 have been reclassifed as Right of Use Asset as required by Ind AS 116 (refer note 4 and 53 )
262
NOTE 4 : RIGHTOFUSE ASSETS
` in Million
Particulars Computers
and
Softwares
Plant and
Equipment
Furniture
and
Fixtures
Vehicles Building Leasehold
Land
Total
Gross Block
Transition impact of IND AS (refer note )
, , , ,
Acquisition (refer note ) - - - - -
Additions - - , ,
Deletions - -
Foreign Currency Translation
Balance as at March ,
1,224 316 24 418 13,698 1,391 17,071
Accumulated Depreciation
Transition impact of IND AS (refer note
)
- ,
Depreciation , ,
Impairment - - - - -
On deletion - -
Foreign Currency Translation
Balance as at March ,
1,020 296 18 228 3,310 469 5,341
Net Block as at March , 204 20 6 190 10,388 922 11,730
Notes:
i) Amounts less than ` 0.5 Million are reported as “0”.
ii) Assets taken on finance lease and non current / current prepaid operating lease rentals as at March 31, 2019
have been reclassified as Right of Use Asset as required by Ind AS 116 (refer note 3 and 53)
NOTE 5 : INVESTMENT PROPERTY
` in Million
Description of Assets
As at
March 31, 2020 March 31, 2019
Investment Properties (I-II) (refer Note )
1,445 1,708
I. Gross Block
Opening Balance
3,323 3,356
Additions
- 17
Deletion
168 -
Reclassification from Property, Plant and Equipment (refer note )
18 -
Eect of foreign currency exchange dierences (net)
90 (50)
Closing Balance
3,263
3,323
II. Accumulated depreciation
Opening Balance
1,615 1,165
Deletion
42 -
Depreciation
190 195
Eect of foreign currency exchange dierences (net)
55
(30)
Closing Balance 1,818 1,615
Financial Statements
Annual Report 2019-20 263
NOTE 6 : GOODWILL
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Opening Balance
28,163 27,727
Acquisition (refer note )
5,480 86
Impairment (refer note & )
1,456 -
Eect of foreign currency exchange dierences (net) /other adjustments (refer note )
1,690 350
Closing Balance 33,877 28,163
NOTE 7 : INTANGIBLE ASSETS OTHER THAN INTERNALLY GENERATED
` in Million
Description of Assets Software Intellectual
Property
Rights
Brand Customer
relationships/
related intangibles
Others Total
I. Gross Block
As at April , , , , , , ,
Acquisitions (refer note ) - - -
Additions , - - ,
Deletion () - - - - ()
Foreign Currency Translation () () () () ()
As at March ,
10,037 9,774 3,834 5,298 1,007 29,950
Acquisitions during the period (refer note )
- - , ,
Additions , - - - ,
Deletion () - - - () ()
Foreign Currency Translation
Balance as at March ,
11,356 9,889 3,998 8,995 1,180 35,418
II. Accumulated amortisation
Balance as at April , , , , ,
Amortisation expense , , ,
Deletion () - - - - ()
Foreign Currency Translation () () () () ()
Balance as at March ,
9,308 1,791 1,799 1,999 541 15,438
Amortisation expense , , ,
Impairment - - - -
Deletion () - - - () ()
Foreign Currency Translation
Balance as at March ,
10,505 2,717 2,892 3,414 830 20,358
Net Block as at March , (I - II)
851 7,172 1,106 5,581 350 15,060
Net Block as at March , (I - II) , , , ,
264
NOTE 8 : INVESTMENTS : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(A) In Associates
- Unquoted
(a) In Equity Shares:
, Ordinary Shares (March , - ,) of DZD , each fully
paid up of SARL Djazatech.
50 50
( includes Goodwill of ` Million and share of post acquisition profit of `
Million (March , ` Million))
Less: Provision for Impairment
50 50
- -
, Shares (March , - ,) of EUR each fully paid up of
Goodmind Srl (includes share of post acquisition profit of ` Million (March
, ` Million))
9 8
, Shares (March , - ,) of EUR each fully paid up of
Signature Srl (share of post acquisition loss of ` Million (March , `
Million)
38 37
, Equity Shares of ` each of Info Tek Software & Systems
Private Limited
99 -
(share of post acquisition profit of ` Million)
Equity shares of ` each of Inv - Vitaran Electronics Private Limited
46 -
(share of post acquisition profit ` Million)
(b) In Preference Shares:
, Series A Preference Shares (March , - ,) of USD
. each fully paid up of Avion Networks, Inc. #
188 188
# includes Goodwill of ` Million and share of post acquisition profit `
Million (March , ` Million)
Less: Provision for Impairment
188 188
- -
NIL Series C-I Preference Shares ( March , - ,,) of USD
. each fully paid up of Altiostar Networks Inc. (refer no (ii))
- 316
Preference shares of ` ,, of Info Tek Software & Systems Private
Limited
3 -
Preference shares of ` , of Vitaran Electronics Private Limited
2 -
Total A - Investment accounted using equity method (a+b)
197 361
(B) Investments (other than investment accounted using equity method)
(a) Other Investments
- Quoted
,, Equity Shares (March , - ,,) of ` each, fully
paid up of Dion Global Solutions Limited^
13 21
,, Equity Shares (March , - ,,) of EUR . each,
fully paid up of Midi Plc.*
21 20
- In Mutual Funds*
- 40
- Unquoted*
- In Equity Shares:
Equity Share (March , - ) of EUR each, fully paid up of
Idroenergia Soc. Cons. a.r.l. (refer note (i) below)
0 0
Equity Share (March , - ) of EUR each, fully paid up of
Volksbank Region Leonberg (refer note (i) below)
0 0
Equity Shares (March , - ) of EUR . each, fully paid up of
Unionfidi S.c.r.l.p.A Turin (refer note (i) below)
0 0
,, Ordinary Shares (March , - ,,) of GBP .
each fully paid up of Servista Limited
1 1
Financial Statements
Annual Report 2019-20 265
Particulars
As at
March 31, 2020 March 31, 2019
- In Preference Shares:
,, E Preference Shares (March , - ,,) of GBP
. each fully paid up of Servista Limited
54 54
, E Preference Shares (March , - ,) of GBP .
each fully paid up of Servista Limited
30 30
85 85
Less: Provision for Diminution
85 85
- -
, Convertible Preference Shares of USD . each fully paid up of
Trade IX Limited^
181 120
,, Series C-I Preference Shares ( March , - NIL) of USD
. each fully paid up of Altiostar Networks Inc. (refer no (ii))^
1,134 -
- Others:
,, Class T Units of Sierra Private Investment LP^ 756
-
Sub-total (a) 2,105
201
(b) In Bonds, Debentures and Trust Securities
- Unquoted*
Treasury Bonds and Bills 57
49
Investment in TML Odd Lot Trust (refer note (i) below & note ) 0
0
New Democratic Electoral Trust (refer note (i) below) 0
0
National Savings Certificates, VIII Series (refer note (i) below) 0
0
(Lodged as Security with Government Authorities)
, Equity Shares (March , -,) of ` each fully paid of
Mahindra Educational Institutions. (refer note ) (refer note (i))
0
0
, Equity Shares (March , - ,) of ` each fully paid-up
of Tech Mahindra Foundation.(refer note )
1
1
-Quoted*
Non Convertible Debentures -
6,908
Sub total -(b) 58
6,958
Total B - Investments (other than investment accounted using equity method)
(a+b)
2,163
7,159
Aggregate Amount of Quoted Investments 33
6,989
Aggregate Amount of Unquoted Investments 2,326
616
Aggregate Market Value of Quoted Investments 33
6,989
Aggregate Amount of Impairment in Value of Investments 273
273
Note :
i) Amounts less than ` 0.5 Million are reported as ‘0’.
^ Carried at fair value through other comprehensive income
* Carried at fair value through statement profit and loss
266
NOTE 9 : TRADE RECEIVABLES : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Trade receivables (Unsecured)
Unsecured, considered good
37 63
Credit Impaired (refer note )
2,423 2,410
Less: Allowance for expected credit loss
2,423 2,410
Total 37
63
NOTE 10 : LOANS : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured, considered good)
Loans to related parties (refer note )
45 43
Total 45
43
NOTE 11 : OTHER FINANCIAL ASSETS : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured, considered good unless otherwise stated)
Unbilled Revenue
26 -
Interest Receivable
On Bank deposits
72 17
Security Deposits
Unsecured, considered good
1,785 1,463
Credit Impaired
26 36
Less : Allowance for expected credit loss
26 36
1,785
1,463
Lease Receivable
207 180
Fixed Deposits / Margin Money Deposits having maturity of more than months
442 526
Foreign currency derivative assets (refer note )
1,638 2,291
Others
111 308
Total 4,281
4,785
NOTE 12 : OTHER NONCURRENT ASSETS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured)
- Considered good
Capital Advances
304 199
Prepaid Expenses (refer note )
1,783 3,015
Deferred Contract Costs
9,724 666
Balance with Government Authorities
1,457 1,651
Other Advances
5 6
Sub total
13,273
5,537
Considered doubtful
Other advances
387 387
Less: Allowance for amounts considered doubtful
387 387
- -
Total 13,273 5,537
Financial Statements
Annual Report 2019-20 267
NOTE 13 : INVENTORIES
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Hardware, Software and Product Components
358 752
Total 358
752
NOTE 14 : INVESTMENTS : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Quoted
- In Mutual Funds (carried at fair value through profit and loss)
568 467
- Investment in market linked debentures, non-convertible debentures and bonds
(carried at fair value through profit and loss) (refer note )
10,097 13,838
- Unquoted
- In Mutual Funds (carried at fair value through profit and loss)
32,981 38,557
- Investment in market linked debentures, non-convertible debentures and bonds
(carried at amortised cost) (refer note )
3,500 1,063
- Investment in commercial papers (carried at fair value through profit and loss) (refer
note )
1,477 974
- Term Deposit with Financial Institutions (carried at amortized cost)
7,500 11,000
Total
56,123
65,899
Aggregate Amount of Quoted Investments
10,665 14,305
Aggregate Amount of Unquoted Investments
45,458 51,594
Aggregate Market Value of Quoted Investments 10,665 14,305
NOTE 15 : TRADE RECEIVABLES : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Trade receivables (Unsecured) (refer note )
Considered good
75,772 69,586
Credit Impaired
7,264 6,917
83,036 76,503
Less: Allowance for expected credit loss
7,264 6,917
Total 75,772
69,586
NOTE 16 : CASH AND CASH EQUIVALENTS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Cash in hand
7 7
Balances with banks
In Current Account
14,779 10,841
In Deposit Account (original maturities less than three months)
15,381 9,579
Total 30,167
20,427
268
NOTE 17 : OTHER BALANCES WITH BANKS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
In Deposit Accounts 572 453
Earmarked Balances with Banks
- Unclaimed Dividend 221 177
- Balances held as Margin Money/Security towards obtaining Bank Guarantees 233 283
- Balance held under Escrow Account 290 141
- Balance in Deposit Account pursuant to the buyback of equity shares (Refer
Note.(v))
- 2,106
Total 1,316 3,160
NOTE 18 : OTHER FINANCIAL ASSETS : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured, considered good unless otherwise stated)
Unbilled Revenue (refer note ) 32,237 24,613
Interest Receivable
On bank deposits 42 47
On Term Deposit with Financial Institutions 115 484
On Non Convertible Debentures 608 382
765 913
Lease Receivable (refer note ) 306 346
Contractually Reimbursable Expenses (refer note )
Considered Good 357 399
Credit Impaired 115 113
Less: Allowance for expected credit loss 115 113
357 399
Foreign currency derivative assets (refer note ) 3,128 2,544
Security Deposits 69 102
Others Receivables 493 147
Total 37,355 29,064
NOTE19 : OTHER CURRENT ASSETS
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
(Unsecured)
Considered good
Advance to employees 777 967
Prepaid Expenses (refer note ) 5,306 4,049
Contract Assets (refer note ) 7,664 6,303
Deferred Contract Costs 2,866 814
Balance with Government Authorities 4,933 6,263
Other Advances (refer note below) 9,086 8,374
Subtotal 30,632 26,770
- Considered doubtful advances 388 347
Less: Allowance for amounts considered doubtful 388 347
- -
Total 30,632 26,770
Note: Other Advances include :
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Amount deposited and held in escrow account towards Aberdeen UK
settlement consideration and interest. (refer note )
5,143 4,704
- Amount deposited and held in escrow account towards Aberdeen US claims
settlement consideration. (refer note )
918 840
- Amount deposited and held in initial escrow account towards class action
settlement consideration.
265 265
Financial Statements
Annual Report 2019-20 269
NOTE 20 : EQUITY SHARE CAPITAL
` in Million
Particulars
March 31, 2020 March 31, 2019
Number
` in Million Number ` in Million
Authorised
Equity shares of ` /- each.
1,667,300,000 8,337 1,586,300,000 7,932
Issued, Subscribed and Paid up 965,852,364 4,829 983,362,470 4,917
Less: Equity Shares of ` each fully paid up
held by ESOP/ TML Benefit Trust
94,305,161 471 96,093,840 480
Adjusted: Issued, Subscribed and Paid up
Share Capital
871,547,203 4,358 887,268,630 4,437
Reconciliation of number of Equity Shares
and amount outstanding
Shares outstanding at the beginning of the
period
983,362,470 4,917 979,733,808 4,899
Shares issued during the period pursuant to
employee stock option plan
3,074,894 15 3,628,662 18
Share extinguished on buyback (20,585,000) (103) - -
Total 965,852,364 4,829 983,362,470 4,917
Less : Shares held by ESOP Trust 69,532 0 93,840 0
Less : Shares held by TML Benefit Trust 94,235,629 471 96,000,000 480
Adjusted : Issued, Subscribed and Paid up
Share Capital
871,547,203 4,358 887,268,630 4,437
Number of shares held by each shareholder holding more than 5 percent of the Equity Shares of the Company
are as follows:
Name of Shareholder
As at As at
March 31, 2020
March 31, 2019
No. of Shares held % of Holding# No. of Shares held % of Holding #
Mahindra & Mahindra Limited
251,548,691 26 256,248,704 26
# This percentage of holding is presented with reference to Issued, Subscribed and Paid up.
i) Aggregate number of fully paid-up Equity Shares allotted by way of Bonus Shares in the immediately
preceding five years : 240,161,577 Equity Shares of `10 each fully paid-up (equivalent to 480,323,154 Equity
Shares of ` 5 each fully paid-up) were allotted as Bonus shares during the year ended March 31, 2015.
ii) Each Equity Share entitles the holder to one vote and carries an equal right to dividend.
iii) Refer note 59 for details relating to stock options.
iv) The shareholders at the Annual General Meeting held on July 30, 2019 approved dividend of ` 14 per equity
share for year ended March 31, 2019 which was subsequently paid during the quarter ended September
30, 2019. The amount was recognized as distributions to equity shareholders, the total appropriation was `
14,684 Million including corporate dividend tax of ` 2,647 Million.
Dividend paid during the year March 31, 2020, include an amount of ` 10 per equity share towards interim
dividends for the year ended March 31, 2020 amounting to ` 8,715 Million
270
On April 30, 2020 the board of directors of the company have proposed a final dividend of `5 per share
in respect of year ended March 31, 2020 subject to the approval of shareholders at the Annual General
Meeting. If approved, the dividend would result in cash outflow of ` 4,829 Million.”
v) The Board of Directors of the Company at its meeting held on February 21, 2019 approved a proposal to
buyback upto 20,585,000 equity shares of the Company for an aggregate amount not exceeding ` 19,556
Million being 2.09% of the total paid up equity share capital at ` 950 per equity share. Letter of Oer was
issued to all eligible shareholders holding shares as on March 6, 2019. The period for tendering of shares for
buyback was from March 25, 2019 to April 5, 2019. The Company bought back 20,585,000 equity shares for
an aggregate amount of ` 19,556 Million including 1,764,371 number of shares tendered by TML Benefit Trust.
The equity shares bought back were extinguished on April 17, 2019. Capital redemption reserve was created
to the extent of equity share capital extinguished of ` 103 Million. Transaction costs of ` 132 Million for buy-
back have been adjusted to retained earnings.
vi) The Company manages its capital to ensure that it will be able to continue as a going concern while
maximizing the return to stakeholders through the optimisation of the debt and equity balance. The Company
is not subject to any externally imposed capital requirements. The Company’s risk management committee
reviews the capital structure of the Company on an ongoing basis. As part of this review, the committee
considers the cost of capital and the risks associated with capital.
NOTE 21 : OTHER EQUITY
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Share Application Money
Opening Balance 20 23
Add: Received during the year 474 366
Less:
Transfer on allotment of Equity Shares 480 361
Other 7 8
Closing Balance 7 20
- Capital Reserve
60 60
- Capital Reserve on Consolidation 137 137
- Securities Premium Account
Opening Balance 7,611 23,789
Add:
Transfer on allotment of Equity Shares 464 343
Transfer from share option outstanding account on exercise of stock options 1,133 1,262
Allotment of shares by ESOP Trust to Employees - 2
Less: Contractual Obligation for Buyback - 17,785
Closing Balance 9,208 7,611
- Share Options Outstanding Account (refer note 59)
Opening Balance 4,063 4,124
Add: Amortized amount of Share Based Payments to Employees (net) for the
year
1,386 1,263
Less:
Transfer to Securities Premium account on exercise of stock option 1,133 1,262
Transfer to retained earnings on account of options lapsed 59 62
Closing Balance 4,257 4,063
- Statutory Reserve
Opening Balance 5 3
Add: Transfer from retained earnings 396 2
Closing Balance 401 5
- General Reserve
397 397
Financial Statements
Annual Report 2019-20 271
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
- Special Economic Zone Reinvestment Reserve
Opening Balance 5,970 42
Add: Transfer from retained earnings 8,049 8,160
Less: Transfer to retained earnings
2,509 2,232
Closing Balance 11,510 5,970
- Capital Redemption Reserve
Opening Balance - -
Add : Transfer on account of buyback of shares 103 -
Closing Balance 103 -
- Retained Earnings
Opening balance 176,191 153,918
Transition impact of Ind AS 116, net of tax (refer note 53) (420) -
175,771 153,918
Add:
Profit for the year 40,330 42,976
Other Comprehensive Income (net) (153) (35)
Transfer to retained earnings on account of options lapsed 59 62
Transfer from Special Economic Zone re-investment reserve on utilization 2,509 2,232
Transfer to Non Controlling Interest - 201
Less:
Equity Dividend (including Tax on Dividend) 24,917 14,907
Amount transferred to capital redemption reserve and expenses incurred on
buyback (refer note 20(v))
141 94
On account of transaction with Non Controlling Interest (refer no.37) 405 -
Transfer to Statutory Reserve 396 2
Transfer to Special Economic Zone re-investment reserve 8,049 8,160
Closing Balance 184,608 176,191
- Cash Flow Hedging Reserve (refer note 55)
Opening Balance 2,529 797
Add: Movement during the year (net) (3,491) 1,732
Closing Balance (962) (2,529)
- Equity Instruments through Other Comprehensive Income
Opening Balance (341) (240)
Add: Movement during the year (net) 3 (101)
Closing Balance (338) (341)
-Foreign Currency Translation Reserve
Opening Balance 1,764 960
Add: Movement during the year 2,466 804
Less: Sale of subsidiary (refer note 38) 154 -
Closing Balance 4,384 1,764
Total 213,772 198,407
272
NOTE 22 : BORROWINGS NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Measured at amortised cost
Secured Borrowings:
(i) Finance Lease Obligations (refer Note )
- 242
(Lease obligations are secured by the assets financed through the finance
lease arrangements and are repayable in monthly / quarterly installments over a
period of - years and carry a finance charge.)
From Banks
56 11
(i) Loans
Secured by charge over receivables and vehicles and are repayable in quarterly
installments over a period of - years. Interest rate ranges from % to% p.a.
Unsecured Borrowings
From Banks
1,714 1,833
Loans are repayable in - years. Interest rate ranges from .% to % p.a.
From Others
17 -
Loans are repayable in - years. Interest rate ranges from % to %p.a.
1,731 1,833
Total 1,787
2,086
NOTE 23: OTHER FINANCIAL LIABILITIES : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Contractual Obligations - on acquisitions (refer note )
2,259 1,747
Contractual Obligations - Customer arrangements
7,594 -
Foreign currency Derivatives liabilities (refer note )
2,450 101
Creditors for capital supplies/services
- 1,148
Security Deposits
20 13
Total 12,323
3,009
NOTE 24 : PROVISIONS : NON CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Provision for employee benefits
Gratuity
4,028 3,342
Compensated absences and Long service awards
2,661 2,370
Other Provisions
2 89
Total 6,691
5,801
NOTE 25 : OTHER NON CURRENT LIABILITIES
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Unearned Revenue
214 325
Total 214
325
Financial Statements
Annual Report 2019-20 273
NOTE 26 : BORROWINGS CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Secured Borrowings
From Banks
5,359 3,879
(Secured by Bank Deposits, Trade Receivables and Inventory). Interest rate
ranges from % to .% p.a.
Unsecured Borrowings
From Banks/ Financial Institutions
17,136 8,082
Interest rate ranges from % to % p.a.
Total 22,495
11,961
NOTE 27: OTHER FINANCIAL LIABILITIES : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Current maturities of Finance Lease Obligations (refer note )
- 299
Current maturities of long-term borrowings (Secured) (refer note )
43 24
Current maturities of long-term borrowings (Unsecured) (refer note )
382 5,585
Foreign currency Derivative Liabilities (refer note )
2,972 531
Creditors for capital supplies/services
2,014 3,145
Contractual Obligation for Buyback (refer note. (v))
- 17,879
Interest payable on borrowings
82 46
Unclaimed dividends
221 178
Contractual Obligation (refer note )
1,873 607
Accrued Salaries and Benefits
7,072 5,873
Contractual Obligations - Customer arrangements
3,239 559
Total 17,898
34,726
NOTE 28 : OTHER CURRENT LIABILITIES
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Advances received from customers
4,002 3,962
Unearned Revenue
2,277 2,168
Statutory Dues
4,894 4,396
Others (refer note below)
7,097 7,079
Total 18,270
17,605
Note: Others mainly include :
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Aberdeen UK Claims settlement consideration (including interest) (refer note )
5,143 4,704
Aberdeen US claim settlement consideration (refer note )
918 840
Class action suit settlement consideration 265
265
274
NOTE 29 : PROVISIONS : CURRENT
` in Million
Particulars
As at
March 31, 2020 March 31, 2019
Provision for employee benefits
Gratuity
444 409
Compensated absences and Long service awards
1,912 2,021
Other Provisions
Provision for Claims (refer note )
105 167
Provision for Contingencies (refer note )
1,501 1,097
Others
402 258
Total
4,364
3,952
NOTE 30 : OTHER INCOME
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Interest Income
2,434 2,077
Dividend Income on Investments carried at fair value through profit and loss
341 243
Net gain on Investments carried at fair value through profit and loss
2,063 2,361
Gain on disposal / dilution of Associate / subsidiary (refer no (ii) and )
1,488 -
Net gain / (loss) on disposal of Property, Plant and Equipment and Intangible Assets
80 154
Rental income
392 292
Foreign Exchange Gain / (Loss) (net)
3,022 121
Miscellaneous Income
2,104 94
Total 11,924
5,342
NOTE 31 : EMPLOYEE BENEFIT EXPENSES
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Salaries and wages
173,191 160,786
Contribution to provident and other funds
10,890 10,398
Gratuity
991 860
Share Based Payments to Employees (refer note )
1,385 1,263
Sta welfare expenses
1,643 1,772
Total 188,100
175,079
NOTE 32 : FINANCE COSTS
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Interest expenses
1,072 1,035
Interest expense on lease liability (refer note )
465 82
Others
382 215
Total 1,919
1,332
NOTE 33 : DEPRECIATION AND AMORTISATION EXPENSE
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Depreciation / Amortisation on Property, Plant and Equipment and Intangible assets
10,929 11,097
Depreciation on Right of Use Asset
3,339 -
Depreciation on Investment Property
190 195
Total 14,458
11,292
Financial Statements
Annual Report 2019-20 275
NOTE 34 : OTHER EXPENSES
` in Million
Particulars
For the year ended
March 31, 2020 March 31, 2019
Power and Fuel Expenses
2,053 1,992
Short term Leases (refer note )
1,163 -
Operating Leases (refer note )
- 3,785
Rates and Taxes
1,129 850
Communication Expenses
3,826 3,658
Travelling Expenses
12,025 11,553
Recruitment Expenses
1,037 909
Training
323 226
Hire Charges
2,322 2,165
Legal and Other Professional Fees
4,596 4,391
Repair and Maintenance Expenses
- Buildings (including leased premises)
440 405
- Machinery and Computers
3,394 2,215
- Others
1,109 949
4,943
3,569
Insurance Charges
4,546 4,517
Software, Hardware and Project Specific Expenses
22,226 18,966
Advertisement, Promotion & Selling Expenses
2,388 1,590
General Oce Expenses
2,006 1,712
Allowance for Doubtful Receivables and Bad Debts written o (net)
-Provided / (reversed) during the period
131 1,749
-Bad Debts written o
1,172 1,626
1,303
3,375
Allowance for Doubtful Advances, Deposits and Advances written o (net)
- Provided / (reversed) during the period
56 39
- Advances written o
125 38
181
77
Donation
167 18
Corporate Social Responsibility Expenditure
1,203 912
Miscellaneous Expenses
1,471 1,211
Total
68,908
65,476
Note : Corporate Social Responsibility Expenditure
a. Gross amount required to be spent by the holding company and Indian subsidiaries during the year is ` 1,203
Million (previous year ` 912 million) (calculated at 2% of the average net profits of the holding company and
Indian subsidiaries during the three immediately preceding financial years)
b. Amount spent during the year on:
Particulars In cash Yet to be paid in
cash
Total
Construction/acquisition of any asset* -
(-)
-
(-)
-
(-)
On purposes other than Construction/acquisition
of any asset*
()
-
(-)
()
* Numbers in brackets pertains to previous year.
Donations includes an amount of ` 150 Million (previous year: ` NIL) paid to New Democratic Electoral Trust
276
35 PARTICULARS OF CONSOLIDATION
The financial statements present the consolidated accounts of the Group, which consists of financial
statements of Tech M & its subsidiaries associates.
i. Direct / Indirect Subsidiaries:
Tech Mahindra (Americas) Inc. and its following subsidiaries:
• TechTalentaInc.
• Mad*PowMediaSolutionsLLC(acquiredw.e.fJuly31,2019)
• LightbridgeCommunicationsCorporationanditsfollowingsubsidiaries
• TechMahindraNetworkServicesInternational,Inc.
• TechMahindraNetworkServicesBelgium
• LCCMiddleEastFZ-LLC
• LCCEngineering&DeploymentServicesMisr,LTD(Underliquidation)
• LCCFranceSARL
• LCCTelecomGmbH
• LCCDesignandDeploymentServicesLimited.
• LCCItaliaS.R.L.
• LCCSaudiTelecomServices,Limited.
• LCCSaudiArabiaTelecomServicesCo.Ltd/JordanWLL
• LCCCentralAmericadeMexico,SAdeC
• LCCWirelessCommunicationsServicesMarox,SARLAU
• LCCEuropeBV
• LCCNetworkServices,B.V.
• LCCNorthCentralEurope,B.V.
• LCCMuscatLLC
• LCCNetworksPolandSp.z.o.o
• LightBridgeCommunicationsCorporationLLC
• LCCWirelessCommunicationsEspana,SA
• LCCTelekomunikasyonServisLimited(underliquidation)
• LCCDeploymentServicesUK,Ltd.
Financial Statements
Annual Report 2019-20 277
• LCCUnitedKingdom,Ltd.
• TechMahindraS.A.
• TechMahindraBoliviaS.R.L.
• LeadcomIntegratedSolutionsTchadSARL
• TechMahindraColombiaS.A.S.
• LeadcomDRCSPRL
• TechMahindraEcuadorS.A.
• LeadcomIntegratedSolutions(SPV)SAS
• LeadcomGabonS.A.
• STAGabon(struckow.e.fFebruary24,2020)
• LeadcomGhanaLimited
• TechMahindraGuatemalaS.A.
• LeadcomIntegratedSolutions(L.I.S.)Ltd
• SocietedeTelecommunicationsAfricaine(STA)Abidjan
• LeadcomIntegratedSolutionsKenyaLimited
• LeadcomIntegratedSolutionsMyanmarCo.,Ltd.
• LeadComIntegratedSolutionsInternationalB.V.
• TechMahindraPanamaS.A.
• TechMahindradePeruS.A.C.
• LeadcomIntegratedSolutionsRwandaLtd
• STADakar
• LeadcomIntegratedSolutionsTanzaniaLtd
• LeadcomUgandaLimited
• ConiberS.A.
• TechMahindraCostaRicaSociedadAnonima
• LCCdoBrasilLtda.(underliquidation)
• TechMahindraHealthcareSystemsHoldingsLLCanditsfollowingsubsidiaries
• TechMahindraHealthcareLLC
278
• TheCJSSolutionsGroup,LLCandits100%subsidiaries
• HCIGroupUKLimited
• HealthcareClinicalInformaticsLimited
• HighResolutionConsultingLimited(dissolvedw.e.fApril2,2019)
• HighResolutionResourcingLimited(dissolvedw.e.fApril2,2019)
• HCIGroupDMCC(de-registeredw.e.f.January14,2020)
• CJSSolutionsGroupCanadaULC(dissolvedw.e.fJuly16,2019)
• HCIGroupAustraliaPtyLtd
Tech Mahindra Canada, Inc. (incorporated on June 18, 2019 ; amalgamated with Objectwise
Consulting group Inc. w.e.f October 4, 2019))
Objectwise Consulting group Inc (acquired on October 4, 2019)
Tech Mahindra GmbH and its following subsidiaries:
• TechMIT-ServicesGmbH
• TechMahindraNorwayAS
Tech Mahindra (Singapore) Pte. Limited
• BornGroupPte.Ltd.(acquiredonNovember26,2019)
• GroupFMGHoldingsB.V(acquiredonNovember26,2019)
• WhiteeldsHoldingAsiaLtd.(acquiredonNovember26,2019)
• BornJapanKabhushikiKaisha(acquiredonNovember26,2019)
• BornDigitalSdnBhd(acquiredonNovember26,2019)
• BornCreativeCommerceGroupInc.(acquiredonNovember26,2019)
• BornLondonLtd(acquiredonNovember26,2019)
• BornGroupInc(acquiredonNovember26,2019)
• BornGroupHKCompanyLimited(acquiredonNovember26,2019)
Born Commerce Private Limited (acquired on November 25, 2019)
Tech Mahindra (Thailand) Limited
PT Tech Mahindra Indonesia
Tech Mahindra (Beijing) IT Services Limited
Tech Mahindra (Nigeria) Limited
Financial Statements
Annual Report 2019-20 279
Tech Mahindra (Bahrain) Limited S.P.C.
Tech Mahindra Business Services Limited
Comviva Technologies Limited and its following subsidiaries
• ComvivaTechnologiesMadagascarSarlu
• YABXTechnologies(Netherlands)B.V.
• ComvivaTechnologiesSingaporePte.Limited.
• ComvivaTechnologiesFZ-LLC
• ComvivaTechnologiesB.V.anditsfollowingsubsidiaries
• ComvivaTechnologiesMexicoS.DER.L.DEC.V.
• Comviva Technologies do Brasil Industria Comercio, Importacao e Exportacao
Ltda (formerly known as ATS Advanced Technology Solutions do Brasil Industria
Comercio, Importacao e Exportacao Ltda)
• ComvivaTechnologiesColombiaS.A.S
• ComvivaTechnologies(Australia)PtyLtd.
• EmagineInternationalPtyLtd
• Terra Payment Services South Africa (Pty) Limited (stake divested w.e.f March
2,2020)
• TerraPaymentServices(Netherlands)BVandfollowingsubsidiaries(stakedivested
w.e.f March 2,2020)
• Mobex Money Transfer Services Limited (stake divested w.e.f March
2,2020)
• TerraPaymentServices(Tanzania)Limited(stakedivestedw.e.fMarch
2,2020)
• Terra Payment Services (Uganda) Limited(stake divested w.e.f March
2,2020)
• Terra PaymentServicesS.A.R.L.(Senegal)(stakedivestedw.e.fMarch
2,2020)
• TerraPaymentServicesS.A.R.L.(CongoB)(stakedivestedw.e.fMarch
2,2020)
• TerraPaymentServices(UK)Limited(stakedivestedw.e.fMarch2,2020)
• TerraPaymentServicesBotswana(Proprietary)Limited(stakedivested
w.e.f March 2,2020)
• TerraPaymentServices(Mauritius)(stakedivestedw.e.fMarch2,2020)
• Terra Payment Services S.A.R.L (DRC) (stake divested w.e.f March
2,2020)
280
• TerraPaymentServicesIndiaPrivateLimited(Struckow.e.fDecember
11, 2019)
• ComvivaTechnologiesNigeriaLimitedanditsfollowingsubsidiary
• Hedonmark{ManagementServices}Limited
• ComvivaTechnologies(Argentina)SA
• ComvivaTechnologiesMyanmarLimited(incorporatedonDecember6,2019)
• ComvivaTechnologiesUSAInc(incorporatedonNovember5,2019)
• ComvivaTechnologiesCoteD’ivoire(incorporatedonFebruary18,2020)
Tech Mahindra Holdco Pty Limited and its subsidiary (incorporated on August 15, 2018)
• TechMahindraSouthAfrica(Pty)Limited
Tech Mahindra (Shanghai) Co. Limited
Tech Mahindra (Nanjing) Co. Ltd.
Tech Mahindra Technologies Inc.
Citisoft Plc. and its following subsidiary
• CitisoftInc.
Satyam Venture Engineering Services Private Limited (subsidiary through Board control) and its
following subsidiaries
• SatyamVentureEngineeringServices(Shanghai)Co.Limited.
• SatvenGmbh
Tech Mahindra De. Mexico S.DE.R.L.DE.C.V
vCustomer Philippines Inc and its following subsidiary
• vCustomerPhilippines(Cebu),Inc.
Tech Mahindra Servicos De Informatica LTDA
Tech Mahindra ICT Services (Malaysia) SDN. BHD.
FixStream Networks Inc. and its subsidiary (upto September 30, 2019)
• FixstreamIndiaPrivateLimited(uptoSeptember30,2019)
Mahindra Technologies Services Inc.
Mahindra Engineering Services (Europe) Limited and its 100% subsidiary
• TechMahindraCommunicationsJapanCo.Ltd.(FormerlyknownasK–VisionCo.
Ltd.)
Financial Statements
Annual Report 2019-20 281
• Inter-Informatics,spol.sr.o.anditsfollowingsubsidiaries(w.e.fSeptember5,2018)
• Inter-InformaticsSRL
• TCInter-Informaticsa.s.
Sofgen Holdings Limited and its following subsidiaries:
• SofgenIrelandLimited(underliquidation)
• SofgenSA
• SofgenConsultingAG(mergedwithSofgenSAw.e.fApril30,2019)
• SofgenAfricaLimited
• SofgenSDN.BHD.(dissolvedw.e.fJanuary8,2020)
• SofgenServicesPte.Ltd.
Tech Mahindra DRC SARLU
NTH Dimension Ltd (100% subsidiary w.e.f. November 13, 2018)
Tech Mahindra Chile SpA (Incorporated on December 17, 2018)
Tech Mahindra Arabia Limited
Tech Mahindra Netherlands B.V.
Tech Mahindra Growth Factories Limited (merged with Tech Mahindra Limited w.e.f March
10,2020)
Tech Mahindra Sweden AB
Tech Mahindra LLC
Tech Mahindra Spain S.L. (Incorporated on December 30, 2019)
Tech Mahindra France (Incorporated on January 16, 2020)
Tech Mahindra Vietnam Company Limited
Tech Mahindra Fintech Holdings Limited and its following subsidiaries:
• TargetTopcoLimited(dissolvedonJanuary21,2020)
• TargetTGInvestmentLimited
• TargetGroupLimited
• ElderbridgeLimited
• TargetServicinglimited
• TargetFinancialSystemLimited
282
• HarloshLimitedanditsfollowingsubsidiary
• HarloshNZLimited(struckow.e.fOctober11,2019)
The Bio Agency Limited
PF Holdings B.V. and its following subsidiaries
• PininfarinaS.p.A.anditsfollowingsubsidiaries
• PininfarinaofAmericaCorp.
• PininfarinaDeutschlandHoldingGmbhanditssubsidiary
• PininfarinaDeutschlandGmbh
• PininfarinaShanghaiCo.Ltd.
• PininfarinaEngineeringS.r.l.
Dynacommerce Holding B.V (acquired on May 9, 2019)
• DynacommerceB.V.(acquiredonMay9,2019)
• DynaleanB.V.(acquiredonMay9,2019)
• RapidCommerceB.V.(LiquidatedonSeptember27,2019)
• DynacommerceGmbh(mergedwithTech Mahindra GMBH w.e.fJanuary 8,
2020)
• DynacommerceIndiaPvtLtd(mergedwithTechMahindraLimitedw.e.fMarch
10,2020)
TML Benefit Trust
ii. Associates:
Name of the Company Country of
Incorporation
Extent of Holding As at
March 31, 2020 March 31, 2019
Avion Networks, Inc. USA
30% 30%
SARL Djazatech Algeria
49% 49%
EURL LCC UK Algerie Algeria
49% 49%
Goodmind S.r.l. Italy
20% 20%
Signature S.r.l. Italy
24% 24%
Altiostar Networks, Inc.(till April , ) * USA
- 22.50%
Infotek Software and Systems Private Limited
(w.e.f April ,)
India
19.89% -
Vitaran Electronics Private Limited (w.e.f April
,)
India
19.89% -
* Altiostar Networks, Inc. has ceased to be an associate company from April 26, 2019, due to dilution
in shareholding to 8.6%. Consequently, the shares held in Altiostar have been fair valued on April 26,
2019 and gain of ` 730 million is recognized in other income. Subsequently, the Group has opted to
classify the same as fair value through other comprehensive income.
Financial Statements
Annual Report 2019-20 283
36 FOLLOWING ENTITIES HAVE NOT BEEN CONSIDERED FOR CONSOLIDATION:
The Group while considering the nature and insignificant variability of its return has concluded that it does
not ‘control’ these foundations/trusts.
• TechMahindraFoundation(Section8company)
• MahindraEducationalInstitutions(Section8Company)
• MahindraSatyamFoundationTrust(Trust)
• TMLOddLotTrust(Trust)
37 Business Combinations:
Details of acquisitions during the year ended March 31, 2020
Born Group
(refer note i below)
Objectwise Consulting Group
Inc (refer note ii below)
USD in Million ` in Million CAD in Million ` in Million
Fair value of net assets/(liabilities) as on the date of
acquisition
. .
Customer Relationship . , .
Customer Contracts . - -
Goodwill . , .
Less : Non controlling Interest - - - -
Purchase Consideration . , .
Mad*Pow Media Solutions LLC
(refer note iii below)
Dynacommerce Holdings B.V
(refer note iv below)
USD in Million ` in Million EUR in Million ` in Million
Fair value of net assets/(liabilities) as on the date of
acquisition
. (.) ()
Customer Relationship . .
Customer Contracts - - - -
Goodwill . .
Less : Non controlling Interest (.) () - -
Purchase Consideration . , .
i. The Company, pursuant to the share purchase agreement acquired 100% stake in Born Commerce
Private Limited on November 25, 2019 for a consideration of USD 12 million (` 873 Million). Further the
Company through its wholly owned subsidiary Tech Mahindra Singapore Pte. Limited, acquired 100%
stake in Born Singapore Pte. Limited (Born Group) on November 26, 2019 for an upfront consideration
of USD 59 Million (` 4,224 Million) and contingent consideration linked to financial performance of
calendar year 2019. As at March 31,2020, contractual obligation towards contingent consideration
amounts to USD 23.10 Million (` 1,657 Million). Born Group is engaged in providing content production
and commerce solutions services across USA, APAC and Europe.
ii. The Company in October 4, 2019, through its wholly owned subsidiary Tech Mahindra (Americas) Inc.
acquired 100 % stake in Objectwise Consulting Group Inc. for an upfront consideration of CAD 2.25
Million (` 121 Million).
iii. The Company on July 31, 2019, through its wholly owned subsidiary Tech Mahindra (Americas) Inc.
acquired 65 % stake in Mad*Pow Media Solutions LLC for an upfront consideration of USD 16.71
284
Million (` 1,151 Million). Further the subsidiary of the Company has entered into a binding agreement
to purchase the balance 35% stake over a period of three-year, ending March 31, 2022 for which a
financial liability of USD 11.52 Million (` 793 Million) as on the date of acquisition has been recognised.
iv. The Group, pursuant to the share purchase agreement acquired 100% stake in Dynacommerce
Holdings B.V on May 9, 2019 for a consideration upto EUR 2.16 Million (` 168 Million), out of which EUR
0.48 Million (` 38 Million) was paid upfront and the balance amount of EUR 1.68 Million (` 130 Million) is
payable on achieving performance based milestones.
Purchase commitments in respect of investments
i. The Company through its wholly owned subsidiary Tech Mahindra (Americas) Inc. has entered into an
agreement to acquire 100% stake in Zen3 Infosolutions (America) Inc. (“Zen3”) vide Stock Purchase
Agreement dated February 24, 2020 (Amended and restated April 8, 2020) for purchase consideration
of USD 39 Million (` 2,949 Million), comprising cash consideration of USD 35 million (` 2,647 Million) and
retention payouts of USD 4 million (` 302 Million), payable over next two years. Further, the Company
has agreed to pay upto USD 25 million (` 1,891 Million) for earned out linked to revenue and earnings
before interest, depreciation and amortization (EBITDA) over three years.
ii. The Company has entered into an agreement to acquire 51% stake in Cerium Systems Private Limited
(‘the Cerium”) vide Share Purchase Agreement dated January 31, 2020 (Amended and restated dated
April 9, 2020) for estimated enterprise value of ` 2,450 Million. Further, the Company has agreed to
buy the balance 49% stake over a period of three years at valuation linked to financial performance of
Cerium Systems Private Limited.
Details of acquisitions during the previous year
The Group had completed 3 business combinations (which both individually and in aggregate are not
material) for a total consideration of ` 834 million. These transactions include (a) an engineering services
company with presence in Czech Republic and Romania, (b) a Company primarily engaged in providing
network services for mobile communication carriers in Japan, and (c) acquisition of certain tangible and
intangible assets, assembled workforce and a multi-year service agreement, which qualify as a business
combination.
The following table presents the purchase price allocation -
Particulars Allocation of purchase price
(` Million)
Fair value of net assets/ (liabilities) as on date of acquisition 181
Customer Relationship
567
Goodwill
86
Total Purchase Consideration
834
Note: The pro-forma eects of these acquisitions on the Group’s results are not material
38 SALE OF INVESTMENT IN SUBSIDIARIES
i. The Company has sold its entire stake in Fixstream Networks Inc. as on September 30, 2019 for an
amount of USD 2 Million (` 142 Million ) of which USD 0.5 Million (` 36 Million) is in Escrow Account.
ii. The subsidiary of the Company, Comviva Technologies Limited has sold its entire stake in Terra
Payment Services South Africa (Pty) Limited and Terra Payment Services(Netherlands)BV and its
subsidiaries, hereinafter referred as Terra Group, on March 2, 2020 for an amount of USD 9 Million
(` 652 Million). Consequently, the Company has recognised a gain of ` 691 Million in the consolidated
financial statements.
Financial Statements
Annual Report 2019-20 285
39 DISCLOSURE AS REQUIRED UNDER IND AS 112:
i. Non- controlling interest reported in the consolidated financial statements, based on the shareholding
as stated in note 35 (i) comprises of entities which are not individually material to the Group. Therefore,
disclosures as per Ind AS 112 are not given in the consolidated financial statements.
ii. The associates forming part of the Group are not material to the Group for this disclosure.
40 COMMITMENTS AND CONTINGENCIES
40.1 Capital Commitments
The estimated amount of contracts remaining to be executed on capital account (net of capital advances) and
not provided for as at March 31, 2020 is ` 2,637 Million (March 31, 2019: ` 1,351 Million).
40.2 Guarantees
Bank Guarantees outstanding as at March 31, 2020: ` 9,814 Million (March 31, 2019: ` 7,692 Million).
40.3 Contingent Liabilities for Taxation Matters
40.3.1 Contingent Liabilities in respect of Income Taxes/ Service Tax/Value Added Tax/Customs and International
tax to the extent not provided for
` in Million
Contingent Liabilities to the extent not provided for
As at
March 31, 2020 March 31, 2019
- Matters relating to Income Tax
29,908 30,798
- Matters relating to Service Tax/GST
17,100 18,323
- Matters relating to VAT/CST/Entry Tax/Custom Duty/Stamp Duty
705 286
- Matters relating to International Tax
472 1,535
Details of major cases in respect of Income Taxes/ Service Tax/Value Added Tax/Customs and International
tax matters
` in Million
Nature of
dues
Pertaining to Period Matters Included As at
March 31, 2020 March 31, 2019
Income-tax TechM - to
-
Adjustments on account of
various expenses disallowed
by taxation authority and
interest u/s a,b,c
4,290 3,802
Income-tax Erstwhile MSat - to
-
Adjustment to exemption
under section A, various
adjustments to total income
and correct quantification
of income. (refer footnote (i)
below)
4,024 4,024
Income-tax Erstwhile MSat - Transfer Pricing adjustment
and various adjustments to the
total income (refer footnote (ii)
below)
7,948 7,948
Income-tax Erstwhile MSat - Transfer Pricing adjustment
and various adjustments to the
total income (refer footnote (ii)
below)
9,637 9,637
286
` in Million
Nature of
dues
Pertaining to Period Matters Included As at
March 31, 2020 March 31, 2019
Income-tax TMBSL - to
-
Income tax order on account of
. Transfer Pricing Adjustment
. Disallowance of deduction
under section A
783 1,504
Income-tax SVES - to
-
Deductibility of expenditure,
transfer pricing matters and
exemptions u/s A
194 145
Service Tax TechM May to
July
Onsite services rendered by
overseas branches considered
as import of service
12,753 12,753
Service Tax TechM July to
September
. Onsite services provided
by overseas subsidiaries/
branches are not
considered as export of
service
. Disallowance of Cenvat
credit for service tax paid
under reverse charge
mechanism related to
overseas branches
3,196 3,196
Service Tax CTL to ) Taxability of service
provided by CTL as
business support
Service and Supply and
development of Content
service
) Non-payment of service
tax on reverse charge on
Import of Services
) Nonpayment of service tax
on maintenance service of
software
) Availment of Cenvat Credit
on invoices addressed to
non-registered premises
407 407
Andra Pradesh
VAT
Erstwhile MSat - to
-
Software development
services considered as sale
of goods
231 231
International
Tax - Tanzania.
TechM & Dispute on account of
withholding taxes/ VAT/
Corporate tax
- 86
International
Tax – New
Jersey
Tech M July to
September
Dispute on corporate business
tax, payroll tax and Sales and
Use Tax (S&U Tax)
- 948
Abbreviations:
TechM Tech Mahindra Limited
Erstwhile MSat Satyam Computer Services Limited
Financial Statements
Annual Report 2019-20 287
40.3.2 Footnotes to the Schedule
i. Petition before Hon’ble High Court of Judicature at Hyderabad: Financial years 2002-2003 to
2007-2008
Erstwhile Satyam had filed various petitions before Central Board of Direct Taxes (CBDT) requesting
for stay of demands aggregating to ` 6,170 Million for the financial years 2002-03 to 2007-08 till the
correct quantification of income and taxes payable is done for the respective years. In March 2011,
the CBDT rejected the petition and erstwhile Satyam filed a Special Leave Petition before the Hon’ble
Supreme Court which directed erstwhile Satyam to file a comprehensive petition/ representation
before CBDT and to submit a Bank Guarantee (BG) for ` 6,170 Million which was complied by erstwhile
Satyam. The BG has been extended upto October 14, 2020
The Assessing Ocer served an Order dated January 30, 2012, for provisional attachment of properties
under Section 281B of the Income-tax Act, 1961 attaching certain immovable assets of erstwhile Satyam.
Erstwhile Satyam filed a writ petition in the Hon’ble High Court of Judicature at Hyderabad that has
granted a stay on the provisional attachment order.
ii. Appointment of Special Auditor and re-assessment proceedings
• In August, 2011, the Additional Commissioner of Income-tax issued the Draft of Proposed
Assessment Orders accompanied with the Draft Notices of demand resulting in a contingent
liability of ` 7,948 Million and ` 9,637 Million for the financial years 2001-2002 and 2006-2007,
respectively, proposing adjustments to the total income, including adjustments on account of
Transfer Pricing. Erstwhile Satyam has filed its objections to the Draft of Proposed Assessment
Orders for the aforesaid years on September 16, 2011 with the DRP, Hyderabad, which is pending
disposal.
• ConsequenttotheletteroferstwhileChairmanoftheerstwhileSatyam,theAssessingOcerhad
commissioned special audits for the financial years 2001-2002, 2002-2003, 2006-2007, 2007-
2008 and 2008-2009 on various dates. Erstwhile Satyam had filed petitions before Hon’ble High
Court of Judicature of Hyderabad challenging the special audits, which are pending disposal.
40.4 Other Claims on the Company not acknowledged as debts
i. Claims against erstwhile Satyam not acknowledged as debts: ` 1,443 Million (March 31, 2019 ` 1,411
Million).
ii. Claims made on the Company not acknowledged as debts: ` 373 Million (March 31, 2019 ` 263 Million).
iii. The Company has received an order passed under section 7A of Employees Provident Fund &
Miscellaneous Provisions Act, 1952 for the period March 2013 to April 2014 from Employees Provident
Fund Organization (EPFO) claiming provident fund contribution amounting to ` 2,448 million for
employees deputed to non-SSA (Countries with which India do not have Social Security Agreement)
countries. The Company has assessed that it has legitimate grounds for appeal, and has contested
the order by filing an appeal which is pending before Central Government Industrial Tribunal. The
Company has also submitted a bank guarantee of ` 500 million towards this order.
The Company has also received a notice based on inquiry under section 7A of the Act for the period
May 2014 to March 2016 indicating a claim of ` 5,668 Million on (a) employees deputed to non – SSA
countries and (b) certain allowances paid to employees.
The Company has assessed the components to be included in basic salary for the purpose of
contribution towards Provident Fund and based on legal advice believes that there would be no
additional liability on the Company.
288
iv. Others ` 407 Million (March 31, 2019 ` 407 Million).
v. Claim against the Company for transfer of land in SEZ at Nagpur considered by Maharashtra Airport
Development Company Limited (MADC) as ‘non-formal transfer’ as per its Transfer Policy and claiming
the transfer fee of ` 152 Million.
40.5 Delay in Conveyance of Immovable Properties
Pursuant to the Scheme of Amalgamation and Arrangement (‘the Scheme’) sanctioned by the Hon’ble
High Courts of Andhra Pradesh and Bombay, Venturbay Consultants Private Limited (Venturbay), CanvasM
Technologies Limited (CanvasM) and Mahindra Logisoft Business Solutions Limited (Logisoft), the wholly
owned subsidiaries of the Company, and Satyam Computer Services Limited (Satyam) (through Venturbay)
and C&S System Technologies Private Limited (C&S) a wholly owned subsidiary of erstwhile Satyam, merged
with the Company with eect from April 1, 2011 (‘the appointed date’). Pursuant to the Scheme, the title
deeds for the immovable properties pertaining to the amalgamating companies are pending conveyance in
the name of the Company. The gross block and net block of the aforesaid immovable properties pending
conveyance is ` 665 Million and ` 619 Million respectively as at 31 March 2020. The Company has initiated
the name change formalities.
41 PROVISION FOR CLAIMS
The details of provision for claims are as follows:
` in Million
Particulars As at
March 31, 2020 March 31, 2019
Opening balance
167 115
Provision made during the year
7 102
Reversals during the year
(9) (25)
Utilisation during the year
(60) (25)
Closing balance
105 167
42 Provision for contingencies
The Group carries a general provision for contingencies towards various claims made/anticipated against the
Group based on the Management’s assessment. The movement in the said provisions is summarized below:
` in Million
Particulars As at
March 31, 2020 March 31, 2019
Opening Balance
1,097 882
Provision made during the year
456 215
Utilisation during the year
(52) -
Closing balance
1,501 1,097
43 A. CERTAIN MATTERS RELATING TO ERSTWHILE SATYAM COMPUTER SERVICES LIMITED
ERSTWHILE SATYAM:
In the letter dated January 7, 2009 Mr. B. Ramalinga Raju, the then Chairman of erstwhile Satyam, stated
that the Balance Sheet of erstwhile Satyam as at September 30, 2008 carried inflated cash and bank
balances, non-existent accrued interest, an understated liability and an overstated debtors position.
Consequently, various regulators/investigating agencies such as the Serious Fraud Investigation
Oce (‘SFIO’)/Registrar of Companies (‘ROC’), Directorate of Enforcement (‘ED’), Central Bureau of
Investigation (‘CBI’) had initiated investigations on various matters and conducted inspections and
issued notices calling for information including from certain subsidiaries which have been responded
to.
Financial Statements
Annual Report 2019-20 289
In 2009, SFIO initiated two proceedings against erstwhile Satyam for violations of Companies Act,
1956, which were compounded.
Further, ED issued show-cause notices for certain non-compliances of provisions of the Foreign
Exchange Management Act, 1999 (‘FEMA’) and the Foreign Exchange Management (Realisation,
Repatriation and Surrender of Foreign Exchange) Regulations, 2000 by the erstwhile Satyam. These
pertained to:
a) alleged non-repatriation of American Depository Receipts (‘ADR’) proceeds aggregating to USD
39.2 Million; and
b) non-realisation and repatriation of export proceeds to the extent of foreign exchange equivalent
to ` 506 Million for invoices raised during the period from July 1997 to December 31, 2002.
These have been responded to by the erstwhile Satyam/the Company, the Company has not received
any further communication in this regard and with the passage of time, the Company does not expect
any further proceedings in this regard.
As per the assessment of the Management, based on the forensic investigation and the information
available, all identified/required adjustments/disclosures arising from the identified financial
irregularities, were made in the financial statements of erstwhile Satyam as at March 31, 2009.
Considerable time has elapsed after the initiation of investigation by various regulators/agencies and
no new information has come to the Management’s notice which requires adjustments to the financial
statements. Further, as per above, the investigations have been completed and no new claims have
been received which need any further evaluation/adjustment/disclosure in the books of account.
B. Proceedings in relation to ‘Alleged Advances’:
Erstwhile Satyam received letters from 37 companies seeking confirmation by way of acknowledgement
of receipt of certain alleged amounts by the erstwhile Satyam (referred to as ‘alleged advances’).
These letters were followed by legal notices from these companies dated August 4 and August 5,
2009, claiming repayment of the alleged advances aggregating ` 12,304 Million stated to be given
as temporary advances but without any evidence in support of the nature of these transactions. This
was also borne out in the internal forensic investigation. The legal notices also claimed damages/
compensation @18% per annum from the date of the advances till the date of repayment. The erstwhile
Satyam has not acknowledged any liability to any of the 37 companies and has replied to the legal
notices stating that the claims are legally untenable.
The 37 companies have filed petitions/suits for recovery against the erstwhile Satyam before the City
Civil Court, Secunderabad (Court), of which one petition has been converted into suit and balance 36
petitions are at various stages of pauperism/suit admission.
The Hon’ble High Court in its Order approving the merger of the erstwhile Satyam with the Company,
further held that in the absence of Board resolutions and documents evidencing acceptance of
unsecured loans, i.e. alleged advances, by the former Management of the erstwhile Satyam, the new
Management of the erstwhile Satyam is justified in not crediting the amounts received in their names
and not disclosing them as creditors and in disclosing such amounts as ‘Amounts pending investigation
suspense account (net)’ in the financial statements. The Hon’ble High Court held, inter-alia, that the
contention of the 37 companies that Satyam is retaining the money, i.e. the alleged advances, of the
‘creditors’ and not paying them does not appear to be valid and further held that any right of the
objecting creditors can be considered only if the genuineness of the debt is proved beyond doubt
which is not so in this case.
The said 37 companies have filed appeals before the Division Bench of the Hon’ble High Court of
Andhra Pradesh, against the Orders of the Hon’ble High Court of Andhra Pradesh and the Hon’ble High
Court of Bombay sanctioning the scheme of merger of Satyam Computer Services Limited (Satyam)
with the Company w.e.f. April 1, 2011, which are yet to be heard. One of the aforesaid companies has
290
also appealed against the Order rejecting the Petition for winding-up of the erstwhile Satyam. These
matters have been combined for hearing.
The Directorate of Enforcement (ED) while investigating the matter under the Prevention of Money
Laundering Act, 2002 (PMLA) had directed the erstwhile Satyam not to return the alleged advances
until further instructions. In furtherance to the investigation, certain fixed deposits of the Company with
certain banks, then aggregating to ` 8,220 Million were alleged by ED to be ‘proceeds of crime’ and
were provisionally attached vide Order dated October 18, 2012 by the ED (the Order). The Hon’ble High
Court of Judicature at Hyderabad quashed the said Provisional attachment Order and directed Banks
to release the Fixed deposits to the Company vide its Order dated December 31, 2018. Accordingly,
these deposits have been released by the Banks. In a recent development, ED has filed a Special Leave
Petition (SLP) before the Hon’ble Supreme Court of India, against the above Order of the Hon’ble High
Court of Telangana.
Criminal prosecution was initiated by the ED against SCSL, since merged with Tech Mahindra Limited
(Company) under Section 3 of The Prevention of Money-Laundering Act, 2002 for alleged money
laundering along with 212 accused persons. Upon an application challenging the prosecution against
the Company, the Hon’ble High Court of Andhra Pradesh quashed the proceedings by its Order dated
December 22, 2014. The appeal preferred by the ED challenging the order of quashing the prosecution
before the Division Bench of the Hon’ble High Court was dismissed by an order dated March 30, 2017
and confirmed the order of quashing. A Special Leave Petition was filed by ED before the Hon’ble
Supreme Court of India. By an order dated December 8, 2017, the Hon’ble Supreme Court dismissed
the SLP filed by the ED and armed the order of the Single Judge quashing the prosecution against
the Company.
In view of the aforesaid developments and based on an independent external legal opinion, the
Management believes that the claim by the 37 companies for repayment of the alleged advances,
including interest thereon is not legally tenable. Consequently, pending the final outcome of the
proceedings, as a matter of prudence, the Company has accounted and disclosed the amount of `
12,304 Million as ‘Suspense Account (net)’.
44 CLAIMS BY CERTAIN SHAREHOLDERS OF ERSTWHILE SATYAM
In terms of the Settlement of claims made by Aberdeen Asset Management PLC., UK and Aberdeen Claims
Administration Inc., USA, (together referred to as ‘Aberdeen’) the erstwhile Satyam had deposited a total
amount of USD 80.16 Million towards the Settlement Amount and interest in an Escrow Account during the
financial year ended March 31, 2013.
In the meanwhile, Commissioner of Income Tax Mumbai has filed two writ petitions before the Hon’ble
High Court of Bombay, seeking to set aside the orders of Authority for Advance Ruling dated February 15,
2016, which ruled that no withholding tax is applicable for remittance of Settlement Amount. The above writ
petitions have been disposed o by the Prothonotary authority of non-removal of oce objections.
Considering the disposal of writs filed by the Commissioner of Income Tax Mumbai and no subsequent action
being taken by the Income tax department to restore such writs / file fresh writ petitions before the Hon’ble
High Court of Bombay. The Company is in discussions with Aberdeen trusts to obtain letters of indemnity
from the claimants, indemnifying the Company in regard to future actions by Indian Income tax department.
Post receipt of such letters, the Company seeks to remit the Settlement amounts to Aberdeen trusts.
Financial Statements
Annual Report 2019-20 291
45 DETAILS OF THE INVESTMENT PROPERTY AND ITS FAIR VALUE
The Group has obtained the fair valuation of its investment property as at March 31, 2020 from an independent
valuer who holds recognised and relevant professional qualification and has experience in the location and
category of the investment property being valued.
The fair values of investment properties are given below:
` in Million
Description As at
March , * March , *
Land , ,
Building ,
Plant & Machinery
Furniture & Fixtures
Oce Equipment
Total , ,
*Includes eect of foreign currency rate fluctuation.
46 DISPUTE WITH VENTURE GLOBAL ENGINEERING LLC
Pursuant to a Joint Venture Agreement in 1999, the erstwhile Satyam and Venture Global Engineering LLC
(‘VGE’) incorporated Satyam Venture Engineering Services Private Limited (‘SVES’) in India with an objective
to provide engineering services to the automotive industry.
On March 20, 2003, numerous corporate aliates of VGE filed for bankruptcy and consequently the erstwhile
Satyam, exercised its option under the Shareholders Agreement (the ‘SHA’), to purchase VGE’s shares in
SVES. The erstwhile Satyam’s action, disputed by VGE, was upheld in arbitration by the London Court of
International Arbitration vide its award in April 2006 (the ‘Award’). VGE disputed the Award in the Courts in
Michigan, USA.
The Courts in Michigan, USA, confirmed and directed enforcement of the Award. They also rejected VGE’s
challenge of the Award. In 2008, the District Court of Michigan further held VGE in contempt for its failure to
honor the Award and inter-alia directed VGE to dismiss the nominees of VGE on its Board and replace them
with individuals nominated by the erstwhile Satyam. This Order was also confirmed by the Sixth Circuit Court
of Appeals in 2009. Consequently, erstwhile Satyam’s nominees were appointed on the Board of SVES and
SVES confirmed their appointment at its Board meeting held on June 26, 2008. The erstwhile Satyam was
legally advised that SVES became its subsidiary with eect from that date.
In the meantime, while proceedings were pending in the USA, VGE filed a suit in April 2006, before the
District Court of Secunderabad in India for setting aside the Award. The City Civil Court, vide its judgment in
January 2012, has set aside the Award, against which the erstwhile Satyam preferred an appeal (Company
Appeal) before the Hon’ble High Court.
VGE also filed a suit before the City Civil Court, Secunderabad inter alia seeking a direction to the Company
to pay sales commission that it was entitled to under the Shareholders Agreement. In the said suit, two ex-
parte Orders were issued directing the Company and Satyam to maintain status quo with regard to transfer
of 50% shares of VGE and with regard to taking major decisions which are prejudicial to the interests of VGE.
The said suit filed by VGE is still pending before the Civil Court. The Company has challenged the ex-parte
Orders of the City Civil Court Secunderabad, before the Hon’ble High Court (SVES Appeal).
The Hon’ble High Court of Andhra Pradesh consolidated all the Company appeals and by a common Order
dated August 23, 2013 set aside the Order of the City Civil Court, Hyderabad setting aside the award and
also the ex-parte Orders of the City Civil Court, Secunderabad. The Hon’ble High Court as an interim measure
ordered status quo with regard to transfer of shares. VGE has filed special leave petition against the said
Order before Supreme Court of India, which is currently pending. The Supreme Court by an interim Order
292
dated October 21, 2013 extended the Hon’ble High Court Order of status-quo on the transfer of shares. The
Company has also filed a Special Leave Petition (‘SLP’) before the Supreme Court of India challenging the
judgment of the Hon’ble High Court only on the limited issue as to whether the Civil Court has jurisdiction
to entertain VGE’s challenge to the Award. The said Petitions are pending before the Supreme Court. The
Hon’ble Bench of Supreme Court, in view of the dierence of opinion by an order dated November 1, 2017
has directed the registry to place the SLP’s before the Chief Justice of India for appropriate further course of
action.
In a related development, in December 2010, VGE and the sole shareholder of VGE (the Trust, and together
with VGE, the Plaintis), filed a complaint against the erstwhile Satyam in the United States District Court for
the Eastern District of Michigan (District Court) inter alia asserting claims under the Racketeer Influenced
and Corrupt Organization Act, 1962 (RICO), fraudulent concealment and seeking monetary and exemplary
damages (the Complaint). The District Court vide its order in March 2012 has dismissed the Plaintis Complaint.
The District Court also rejected VGE’s petition to amend the complaint. In June 2013, VGE’s appeal against
the order of the District Court has been allowed by the US Court of Appeals for the Sixth Circuit. The matter
is currently before the District Court and the Company has filed a petition before District Court seeking
dismissal of the Plainti’s Complaint. The said petition is pending before the District Court. On March 31, 2015,
the US District Court stayed the matter pending hearing and decision by the Indian Supreme Court in the
Special Leave Petitions filed by VGE and the Company.
47 SATYAM VENTURE ENGINEERING SERVICES PRIVATE LIMITED SVES
47.1 Accounting for Sales Commission
During the financial year 2011-2012, the Board of SVES reassessed the need to accrue sales commission
considering that no services were rendered by Venture Global LLC during the period from FY 2005-2006 to
FY 2011-2012. Accordingly, the Board of SVES decided to write back sales commission amounting to ` 359
Million pertaining to the years from FY 2005-2006 to FY 2010-2011 and to not accrue for sales commission
for FY 2011-2012 amounting to ` 170 Million. However, pending the final disposal of legal proceedings in
relation to disputes between Tech Mahindra Ltd and Venture Global LLC, the Board of SVES decided to
account for a contingency provision for the sales commission amounting to ` 529 Million covering the period
from FY 2005-2006 to FY 2011-2012. Considering the Order of the Honorable High Court of Andhra Pradesh
dated August 23, 2013 directing all parties to maintain status quo, the Board of SVES based on a legal
opinion decided not to reverse the contingency provision made in FY 2011-2012. Further, since the matter is
subjudice, sales commission for subsequent periods has been disclosed as a contingent liability amounting
to ` 2,146 Million as on March 31, 2020 (March 31, 2019: ` 1,784 Million).
47.2 Adoption of financial statements
At the Annual General Meetings of the SVES held on October 29, 2012, September 10, 2013, September
22, 2014, September 07, 2015, July 29, 2016, July 19, 2017, July 23, 2018 and July 23, 2019 one of the
shareholders abstained from voting on the resolution for adoption of audited financial statements as at and
for the year ended March 31, 2012, March 31, 2013, March 31, 2014, March 31, 2015, March 31, 2016, March 31,
2017, March 31, 2018 and March 31, 2019 respectively. In terms of Article 66 of the Articles of Association of
SVES, the adoption of audited financial statements requires unanimous consent of both the shareholders of
SVES. Therefore, the said financials have not been approved by the shareholders.
The financial statements of SVES as at and for the year ended March 31, 2020 have been drawn up
incorporating the opening balances based on above said financial statements which have not been adopted
by the Shareholders. Adjustments required, if any, will be made in accounts as and when determined.
48 FOREIGN CURRENCY RECEIVABLES:
In respect of overdue foreign currency receivables for the period’s upto March 31, 2009 pertaining to erstwhile
Satyam, the Company is taking steps under the provisions of FEMA, for recovery and/or permissions for
write-os as appropriate. The Management has fully provided for these receivables.
Financial Statements
Annual Report 2019-20 293
49 GOODWILL
Following is the summary of changes in carrying amount of goodwill:
` in Million
Particulars
Year ended
March 31, 2020
March 31, 2019
Balance at the beginning of the year
28,163 27,727
Acquisition during the year
5,480 86
Impairment
(1,456) -
Eect of foreign currency exchange dierences (net) and other adjustments
1,690 350
Balance at the end of the year
33,877 28,163
Allocation of goodwill by segments as of March 31, 2020 and March 31, 2019 is as follows:
` in Million
Particulars
Year ended
March 31, 2020
March 31, 2019
IT
30,132 24,418
BPO
3,745 3,745
Total
33,877 28,163
Allocation of goodwill to cash-generating units
The Group tests goodwill for impairment alteast annually, or more frequently if events or changes in
circumstances indicate that it might be impaired. Goodwill has been allocated for impairment testing
purposes to the underlying cash generating unit (‘CGU’) identified based on business units/geographies. The
goodwill impairment test is performed at the level of the CGU or groups of CGUs which are benefiting from
the synergies of the acquisition and which represents the lowest level at which goodwill is monitored for
internal management purposes. The recoverable amount of CGUs is determined based on higher of value-
in-use and fair value less cost to sell. The recoverable value was determined by value in use in cases where
there is no basis for making a reliable estimate of the price at which an orderly transaction to sell the asset
would take place between market participants at the measurement date under current market conditions. In
determining the value in use, cash flow projections from financial budgets approved by senior management
have been considered.
Market related information and estimates are used to determine the recoverable amount. Key assumptions
on which management has based its determination of recoverable amount include estimated long-term
growth rates, weighted average cost of capital and estimated operating margins. Cash flow projections are
considered for next 3-5 years and consider past experience and represent management’s best estimate
about future developments. Cash flows beyond the five-year period are extrapolated using a 2%-3% growth
rate (31 March 2019: 2%-3%). The pre-tax discount rate applied to cash flow projections for impairment testing
during the current year is 9%-30% (31 March 2019: 18% - 25%). An analysis of the sensitivity of the computation
of recoverable amount to a change in key parameters, based on reasonable assumptions, did not identify any
probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount
other than the amount already recognized in the books of accounts.
CGUs to which goodwill has been allocated are tested for impairment annually, or more frequently when
there is indication for impairment. The financial projections basis which the future cash flows have been
estimated consider the increase in economic uncertainties due to COVID-19 pandemic, reassessment of
the discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these
variables to sensitivity analysis. If the recoverable amount of a CGU is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit on a pro-rata basis of the carrying amount of each asset in the unit.
294
50 IMPAIRMENT OF GOODWILL AND NONCURRENT ASSETS
As part of its annual impairment assessment, the Group reassessed the recoverable amount of the CGUs as
on March 31, 2020.
Since the recoverable amount determined for these CGUs was lower than the carrying value of the respective
CGUs, the Company has recognized an impairment loss of ` 2,175 Million for the year ended March 31, 2020.
Details of basis and the discount rate underlying determination of the recoverable amount are:
Name of Subsidiary
Discount Rate* Amount (` in
million)
The Bio Agency Limited
24.3% 1,915
Emagine International Pty Limited
14.42% 178
Pininfarina SPA
9.10% 82
Total
2,175
(*) Discount rate is pretax rate based on weighted average cost of capital of the entity.
Estimates of future cash flows used in the value in use calculation are specific to the entity based on latest
business plan approved and need not be the same as those of market participants. The future cash flows
consider potential risks given the current economic environment and key assumptions, such as volume
forecasts and margins. The discount rate used in the calculation reflects market’s assessment of the risks
specific to the asset as well as time value of money.
51 DETAILS OF EMPLOYEE BENEFITS AS REQUIRED BY IND AS19 EMPLOYEE BENEFITS
ARE AS UNDER:
a Defined Contribution Plans
Amount recognized as an expense in the Statement of Profit and Loss for the year ended March 31, 2020 in
respect of defined contribution plan is ` 3,700 Million (year ended March 31, 2019: ` 2,990 Million).
b Defined Benefit Plan
The movement of present value of defined obligation is as follows:
` in Million
Particulars
As at
March 31, 2020
As at
March 31, 2019
Defined benefit obligation at the beginning of the year
3,926 3,488
Current Service cost
727 643
Past Service Cost
28 -
Interest cost
249 229
Actuarial (gain)/loss – experience
59 3
Actuarial (gain)/loss – financial assumptions
148 45
Benefits paid
(479) (482)
Projected benefit obligation at the end of the year
4,658 3,926
Financial Statements
Annual Report 2019-20 295
The composition of Funded Balance as at March 31, 2020 and March 31, 2019 is as follows:
` in Million
Change in Fair Value of Plan Assets*
As at
March 31, 2020
As at
March 31, 2019
Fair value of plan assets at the beginning of the year
175 163
Interest income on Plan Assets
12 7
Actuarial (gain)/loss on plan assets
(1) 5
Fair value of plan assets at the end of the year
186 175
*The plan assets are primarily invested in insured managed fund.
` in Million
Particulars
As at
March 31, 2020
As at
March 31, 2019
Defined benefit obligation
4,658 3,926
Fair Value of Plan Assets
(186) (175)
Net defined benefit obligation disclosed as:
4,472 3,751
- Current provisions
444 409
- Non current provisions
4,028 3,342
Expense recognized in the Statement of Profit and Loss
` in Million
Particulars
For the year
ended March
31, 2020
For the year
ended March
31, 2019
Service cost
721 643
Past Service Cost
28 -
Interest cost
249 229
Interest Income on Plan Assets
(7) (12)
Expense recognized in the Statement of Profit and Loss
991 860
` in Million
Actuarial (Gain)/Loss recognized in Other Comprehensive Income
For the year
ended March
31, 2020
For the year
ended March
31, 2019
Actuarial (Gain)/Loss arising during the year
207 47
Actuarial (loss)/gain on plan assets
(1) (5)
Net gain/(loss) recognised in Other Comprehensive Income
206 42
Principal Actuarial Assumptions (Non Funded)
AS at
March 31, 2020
March 31, 2019
Discount Rate
5.00% to 8.00% 5.00% to 8.00%
Expected rate of increase in compensation
2.00% to 10.00% 2.00% to 12.00%
Mortality rate
Indian assured lives
Mortality (2006-08)
Modified Ult.
Indian assured lives
Mortality (2006-08)
Modified Ult.
Withdrawal Rate
10.00% to 50.00% 10.00% to 50.00%
Principal Actuarial Assumptions (Funded)
AS at
March 31, 2020
March 31, 2019
Discount Rate
7.10% 7.10%
Expected rate of increase in compensation
7.00% 7.00%
Withdrawal Rate
16.00% 16.00%
296
The rate used to discount defined benefit obligations (both funded and unfunded) is determined by
reference to market yields at the end of the reporting period on government bonds. However, for
subsidiaries domicile outside India, discount rate on defined benefit obligation plan are with reference
to market yield at the end of reporting period on high quality corporate bonds.
The estimate of future salary increase takes into account inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
Disclosure related to indication of eect of the defined benefit plan on the entity’s future cash flows
` in Million
Payout in the next
March 31, 2020
March 31, 2019
year
644 604
- years
665 569
- years
695 629
- years
771 671
- years
820 744
and beyond
3,805 3,446
Sensitivity analysis: A quantitative sensitivity analysis for significant assumption as at March 31, 2020
and March 31 2019 is as shown below:
` in Million
Eect on DBO on account of . % change in the assumed rates:
Year Discount Rate Salary Escalation Rate Withdrawal Rate
0.5%
Increase
0.5%
Decrease
0.5%
Increase
0.5%
Decrease
5%
Increase
5%
Decrease
March ,
(131) 140 136 (129) (76) 80
March , () () ()
The sensitivity results above determine their individual impact on Defined Benefit Obligation. In reality,
the Plan is subject to multiple external experience items which may move the defined Benefit Obligation
in similar or opposite directions, while the Plan’s sensitivity to such changes can vary over time.
52 AUDITORS’ REMUNERATION EXCLUSIVE OF SERVICE TAX/GST
` in Million
Particulars
March 31, 2020
March 31, 2019
Audit fees (including quarterly audits)
49 46
For other services (certifications, etc)
18 16
For taxation matters
10 7
For reimbursement of expenses
2 2
Total
79
71
53 LEASES
Transition to Ind AS 116
Ministry of Corporate Aairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules,
2019 and Companies (Indian Accounting Standards) Second Amendment Rules, has notified Ind AS 116
Leases which replaces the existing lease standard, Ind AS 17 leases, and other interpretations. Ind AS 116 sets
out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees
and lessors. It introduces a single, on-balance sheet lease accounting model for lessees.
The Group has adopted Ind AS 116, eective annual reporting period beginning April 1, 2019 and applied the
standard to its leases, retrospectively, with the cumulative eect of initially applying the Standard, recognised
on the date of initial application (April 1, 2019). Accordingly, the Group has not restated comparative information;
instead, the cumulative eect of initially applying this standard has been recognised as an adjustment to the
opening balance of retained earnings as on April 1, 2019.
Financial Statements
Annual Report 2019-20 297
As a lessee:
Operating leases
For transition, the Group has elected not to apply the requirements of Ind AS 116 to leases which are expiring
within 12 months from the date of transition by class of asset and leases for which the underlying asset is
of low value on a lease-by-lease basis. The Group has also used the practical expedient provided by the
standard when applying Ind AS 116 to leases previously classified as operating leases under Ind AS 17 and
therefore, has not reassessed whether a contract, is or contains a lease, at the date of initial application,
relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately before the date
of initial application as an alternative to performing an impairment review, excluded initial direct costs from
measuring the right of use asset at the date of initial application and used hindsight when determining the
lease term if the contract contains options to extend or terminate the lease. The Group has used a single
discount rate to a portfolio of leases with similar characteristics.
On transition, the Group recognised a lease liability measured at the present value of the remaining lease
payments. The right-of-use asset is recognised at its carrying amount as if the standard had been applied
since the commencement of the lease, but discounted using the lessee’s incremental borrowing rate as
at April 1, 2019. Accordingly, a right-of-use asset of ` 9,375 Million and a corresponding lease liability of `
8,936 Million has been recognized. Right-of-use asset includes an amount of ` 960 Million which pertains to
reclassification from non-current / current prepaid operating lease rentals. The cumulative eect on transition
in retained earnings net-o taxes is ` 420 Million (including a deferred tax of ` 151 Million). The principle portion
of the lease payments have been disclosed under cash flow from financing activities. The lease payments for
operating leases as per Ind AS 17 - Leases, were earlier reported under cash flow from operating activities.
The weighted average incremental borrowing rate of 4.84% has been applied to lease liabilities recognised
in the balance sheet at the date of initial application.
On application of Ind AS 116, the nature of expenses have changed from lease rent in previous periods
to depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability. The
dierence between the future minimum lease rental commitments towards non-cancellable operating leases
and finance leases reported as at March 31, 2019 compared to the lease liability as accounted as at April
1, 2019 is primarily due to inclusion of present value of the lease payments for the cancellable term of the
leases, reduction due to discounting of the lease liabilities as per the requirement of Ind AS 116 and exclusion
of the commitments for the leases to which the Group has chosen to apply the practical expedient as per the
standard.
Finance leases
The Group has leases that were classified as finance leases applying Ind AS 17. For such leases, the carrying
amount of the right-of-use asset and the lease liability at the date of initial application of Ind AS 116 is the
carrying amount of the lease asset and lease liability on the transition date as measured applying Ind AS 17.
Accordingly, an amount of ` 341 Million has been reclassified from property, plant and equipment to right-
of-use assets. An amount of ` 242 Million has been reclassified from non-current borrowings to non-current
lease obligations and an amount of ` 299 Million has been reclassified from other current financial liabilities
to current lease obligations.
As a lessor:
The Group is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a
lessor, except for a sub-lease. The Group accounted for its leases in accordance with Ind AS 116 from the date
of initial application.
The total cash outflow for leases is ` 2,378 Million for the year ended March 31, 2020, including cash outflow
for short term and low value leases.
The table below provides details regarding the contractual maturities of lease liabilities as of March 31, 2020
on an undiscounted basis:
298
` in million
Particulars Not later than
year
Later than year not
later than years
Later than
years
Minimum Lease rentals payables , ,
Group has given premises, plant and equipment on operating lease. The rental income recognized in the
Statement of Profit and Loss for the year ended March 31, 2020 is ` 392 Million (year ended March 31, 2019:
` 292 Million). The future lease rental receivable non-cancellable operating leases are as follows:
` in million
Particulars Not later than
year
Later than year not
later than years
Later than
years
Minimum Lease rentals receivable (March , :
` Million, ` Million and ` , Million
respectively)
,
Group has given computer equipment on finance lease. The future lease rentals receivable are as follows:
` in Million
Particulars
As at
March 31, 2020
As at
March 31, 2019
Minimum lease receivables
- Less than one year
326 367
- One to five years
216 203
Total
542
570
Present value of minimum lease receivables
- Less than one year
306 346
- One to five years
207 180
Total
513
526
54 DISCLOSURES FOR REVENUE FROM CONTRACTS WITH CUSTOMERS
i. Disaggregation of revenue
Revenue disaggregation by industry verticals is as follows:
` in Million
Particulars
As at
March 31, 2020
As at
March 31, 2019
Telecommunication
153,385 143,248
Manufacturing
66,667 70,278
Media and Entertainment
28,357 25,166
Banking and Finance
50,032 46,398
Retail, Transport and Logistics
25,568 22,357
Others
44,668 39,974
Total
368,677
347,421
Revenue disaggregation by reportable segments and by geography has been included in segment
information (refer note 61).
The Group has evaluated the impact of the COVID-19 pandemic, amongst other matters, resulting
from (i) the possibility of constraints to render services which may require revision of estimations of
costs to complete the contract because of additional eorts, (ii) termination or deferment of contracts
by customers and (iii) customer disputes. The Group has concluded that the impact of the COVID-19
pandemic is not material based on these estimates.
Financial Statements
Annual Report 2019-20 299
ii. Remaining performance obligations
The remaining performance obligations disclosure provides the aggregate amount of the transaction
price yet to be recognised as of the end of the reporting period and an explanation as to when the
Group expects to recognise these amounts in revenue. Applying the practical expedient as given in
Ind AS 115, the Group has not disclosed the remaining performance obligation for contracts where the
entity has a right to consideration from a customer in an amount that corresponds directly with the
value to the customer of the entity’s performance completed to date, typically those contracts where
invoicing is on time and material basis. Remaining performance obligation estimates are subject to
change and are aected by several factors, including terminations, changes in scope of contracts,
periodic revalidations, adjustments for revenue that has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as of
March 31, 2020, other than those meeting the exclusion criteria mentioned above, is ` 396,155 Million.
Out of this, the Group expects to recognise revenue of around 39% within the next one year and
the remaining thereafter. This includes contracts that can be terminated for convenience without a
substantive penalty since, based on current assessments the occurrence of the same is expected to
be remote.
iii. Contract assets and liabilities
Changes in the contract assets balances during the year ended March 31, 2020 and March 31, 2019 are
as follows:
` in Million
Particulars
As at
March 31, 2020
As at
March 31, 2019
Contract assets:
Opening Balances
6,303 4,507
Add: Revenue recognised during the year
30,429 29,165
Less: Invoiced during the year
(29,068) (27,369)
Closing Balances (refer note )
7,664
6,303
Changes in the unearned revenue balances during the year ended March 31,2020 and March 31,2019
are as follows:
` in Million
Particulars
As at
March 31, 2020
As at
March 31, 2019
Unearned Revenue:
Opening Balance
2,493 2,752
Less: Revenue recognised that was included in the unearned revenue at
the beginning of the year
(2,390) (2,132)
Add: Invoiced during year (excluding revenue recognized during the
year)
2,388 1,873
Closing Balance (refer note and )
2,491
2,493
iv. Contract Price
Reconciliation of revenue recognised in the statement of profit and loss with the contracted price: The
company has recognized revenue of ` 368,677 Million which is adjusted by discounts of ` 11,443 Million
for the year ended March 31, 2020.
300
55 FINANCIAL INSTRUMENTS AND RISK REVIEW
Financial Risk Management Framework
The Group’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s
risk management framework. The Group’s risk management policies are established to identify and analyze
the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions.
Financial Instruments by category
The carrying value and fair value of financial instruments by categories as of March 31, 2020 is as follows:
` in Million
Particulars Fair value
through
P&L
Fair value
through
OCI
Derivative
instruments
in hedging
relationship
Amortised
cost
Total
carrying
value
Total Fair
Value*
Assets:
Cash and cash equivalents
- - - 30,167 30,167 30,167
Other balances with banks
- - - 1,316 1,316 1,316
Trade receivables
- - - 75,809 75,809 75,809
Investments (Other than associates)
45,202 2,084 - 11,000 58,286 58,286
Loans
- - 45 45 45
Other financial assets
- 4,766 36,870 41,636 41,636
Total
45,202 2,084 4,766 155,207 207,259 207,259
Liabilities:
Trade and other payables
- - - 32,566 32,566 32,566
Borrowings
- - - 24,707 24,707 24,707
Other financial liabilities
4,132 - 5,422 32,240 41,794 41,794
Total
4,132 - 5,422 89,513 99,067 99,067
The carrying value and fair value of financial instruments by categories as of March 31, 2019 is as follows:
` in Million
Particulars Fair value
through
P&L
Fair value
through
OCI
Derivative
instruments
in hedging
relationship
Amortised
cost
Total
carrying
value
Total Fair
Value*
Assets:
Cash and cash equivalents
- - - 20,427 20,427 20,427
Other balances with banks
- - - 3,160 3,160 3,160
Trade receivables
- - - 69,649 69,649 69,649
Investments (Other than associates)
60,854 141 - 12,063 73,058 73,058
Loans
- - - 43 43 43
Other financial assets
- - 4,835 29,014 33,849 33,849
Total
60,854 141 4,835 134,356 200,187 200,187
Liabilities:
Trade and other payables
- - - 24,893 24,893 24,893
Borrowings
- - - 19,955 19,955 19,955
Other financial liabilities
2,354 - 632 28,841 31,827 31,827
Total
2,354 - 632 73,689 76,675 76,675
*The fair value of cash and cash equivalents, other balances with bank, trade receivables, unbilled receivables,
loans, trade payables, borrowing and certain other financial assets and liabilities approximate their carrying
amount largely due to the short term nature of these instruments.
Financial Statements
Annual Report 2019-20 301
Fair Value Hierarchy
The following table summarises financial assets and liabilities measured at fair value on a recurring basis and
financial assets that are not measured at fair value on a recurring basis (but fair value disclosure are required):
The dierent levels have been defined as follows:
Level-1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities at net market value.
Level-2 – Inputs other than quoted prices included within level-1 that are observable for asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level- 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable
inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are
neither supported by prices from observable current market transactions in the same instrument nor are they
based on available market data.
` in Million
Particulars
As at March 31, 2020
Level 1 Level 2 Level 3 Total
Financial assets:
Mutual fund investments
33,549 - - 33,549
Equity Shares
34 - 2,072 2,106
Treasury Bonds and bills
57 - - 57
Non-convertible debentures
10,097 - - 10,097
Commercial papers
- 1,477 - 1,477
Derivative financial assets
- 4,766 - 4,766
Total
43,737 6,243 2,072 52,052
Financial Liabilities:
Other financial Liabilities
- - 4,132 4,132
Derivative financial Liabilities
- 5,422 - 5,422
Total
- 5,422 4,132 9,554
` in Million
Particulars
As at March 31, 2020
Level 1 Level 2 Level 3 Total
Financial assets:
Mutual fund investments
39,064 - - 39,064
Equity Shares
41 - 120 161
Treasury Bonds and bills
49 - - 49
Non-convertible debentures
20,746 - - 20,746
Commercial Papers
- 974 - 974
Derivative financial assets
- 4,835 - 4,835
Total
59,900 5,809 120 65,829
Financial Liabilities:
Other financial Liabilities
- - 2,354 2,354
Derivative financial Liabilities
- 632 - 632
Total
- 632 2,354 2,986
Credit Risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to
the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risk. Credit risk is controlled by analysing credit
limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after
obtaining necessary approvals for credit.
302
Financial instruments that are subject to concentration of credit risk principally consist of trade receivables,
investments, loans, cash and cash equivalents, other balances with banks and other financial assets. None of
the financial instruments of the Company result in material concentration of credit risk.
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and
financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
Investments primarily include investment in liquid mutual fund units, quoted bonds issued by government
and quasi government organizations and non-convertible debentures issued by institutions with high credit
ratings.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to
credit risk was ` 207,259 and ` 200,187 Million as of March 31, 2020 and March 31, 2019 respectively, being
the total of the carrying amount of trade receivables, investments, cash and cash equivalents, other balance
with banks, loans and other financial assets.
In addition, the Company is exposed to credit risk in relation to financial guarantees given to banks provided
by the Company. The Company’s maximum exposure in this respect is the maximum amount the Company
would have to pay if the guarantee is called on.
Trade receivables
Ind AS requires expected credit losses to be measured through a loss allowance. The Company assesses at
each Balance Sheet date whether a financial asset or a group of financial assets is impaired.
The Company has used a practical expedient by computing the expected credit loss allowance for
trade receivables based on a provision matrix. The provision matrix takes into account historical credit
loss experience and adjusted for forward-looking information. The Company’s exposure to customers is
diversified and no single customer contributes to more than 10% of outstanding accounts receivable and
unbilled revenue as of March 31, 2020 and March 31, 2019. The concentration of credit risk is limited due to
the fact that the customer base is large.
The expected credit loss allowance is based on the ageing of receivables and the rates in the provision
matrix. Movement in the expected credit loss allowance is as follows:
` in Million
Particulars
As at
March 31, 2020
As at
March 31, 2019
Balance at the beginning of the year
9,440 7,554
Movement in the expected credit loss allowance on trade receivables and
other financial assets:
Provided during the year
3,430 4,688
Reversed/utilised during the year
(3,527) (2,939)
Translation Adjustment
228 137
Balance at the end of the year
9,571
9,440
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Such changes in the values of financial instruments may result from changes in the
foreign currency exchange rates, interest rates, credit, liquidity and other market changes. The Company’s
exposure to market risk is primarily on account of foreign currency exchange currency risk.
a) Foreign currency exchange rate risk
The fluctuation in foreign currency exchange rates may have potential impact on the statement of
profit or loss and other comprehensive income and equity, where any transaction references more
than one currency or where assets / liabilities are denominated in a currency other than the functional
currency of the respective entities. Considering the countries and economic environment in which
the Company operates, its operations are subject to risks arising from fluctuations in exchange rates
Financial Statements
Annual Report 2019-20 303
in those countries. The risks primarily relate to fluctuations in US Dollar, Euro, Great Britain Pound,
Australian Dollar and Canadian Dollar against the respective functional currency of the Company. The
Company, as per its risk management policy, uses derivative instruments primarily to hedge foreign
exchange currency risk.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to
exchange rate risks. It hedges a part of these risks by using derivative financial instruments in line with
its risk management policies.
The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate
exposure and a simultaneous parallel foreign exchange rates shift of all the currencies by 1% against
the respective functional currency of the Company.
Further the exposure as indicated below is mitigated by some of the derivative contracts entered into
by the Company as disclosed in note below.
The carrying amounts of the Company’s foreign currency denominated monetary assets and
monetary liabilities at the end of the year are as follows:
` in Million
Particulars Currency
March 31, 2020
March 31, 2019
Financial Assets USD
68,549 62,281
EUR
11,178 8,641
GBP
6,748 6,732
AUD
3,465 5,454
CAD
3,912 3,617
Others
16,025 12,671
Total
109,877
99,396
Financial Liabilities USD
12,843 25,123
EUR
6,459 2,286
GBP
896 1,046
AUD
528 916
CAD
158 524
Others
3,146 2,285
Total
24,030
32,180
A reasonably possible strengthening by 1% of USD, GBP, EUR, AUD and CAD against the Indian Rupee
as at March 31, 2020 and 31 March 2019 will aect the statement of profit and loss by the amounts
shown below:
` in Million
Currency
March 31, 2020
March 31, 2019
USD
557 372
EUR
47 64
GBP
59 57
AUD
29 45
CAD
38 31
b) Foreign Exchange Contracts and Options
The Group is exposed primarily to fluctuations in foreign currency exchange rates, credit risk and
liquidity risk which may impact the fair value of its financial instruments. The Group assesses the
unpredictability of the financial environment and seeks to mitigate potential eects on the financial
performance of the Group.
The Group enters into foreign Exchange Forward Contracts and Currency Option Contracts to oset
the foreign currency risk arising from the amounts denominated in currencies other than the Indian
Rupee. The counter party to the Group’s foreign currency Forward Contracts and Currency Option
304
Contracts is generally a bank. These contracts are entered into to hedge the foreign currency risks of
certain forecasted transactions. These contracts are for a period between 1 day and 3 years.
The following are the principal amounts of outstanding foreign currency exchange forward contracts
entered into by the Group which have been designated as Cash Flow Hedges:
Type of cover Amount outstanding in Foreign
currency (in FC Million)
Fair Value Gain / (Loss)
(` in Million)
Forwards GBP to USD
(March , : )
EUR to USD
(March , : )
AUD to USD
(March , : )
USD to CAD
(March , : )
USD to INR ,
(March , : ,)
AUD to INR
(March , : )
EUR to INR
(March , : )
GBP to INR
(March , : )
,
(March , : )
,
(March , : )
(March , : )
(March , : )
(,)
(March , : ,)
(March , : )
()
(March , : )
()
(March , :)
Options GBP to USD Nil
(March , : )
EUR to USD Nil
(March , : )
USD to INR Nil
(March , : )
-
(March , : )
-
(March , : )
-
(March , : ())
The movement in hedging reserve for derivatives designated as Cash Flow Hedges is as follows:
` in Million
Particulars
March 31, 2020
March 31, 2019
(a) Balance at the beginning of the year
3,481 974
(b)
Changes in the fair value of eective portion of derivatives – Gain/
(Loss)
(4,818) 2,881
(c)
Net Gain/(Loss) reclassified to statement of profit and loss on
occurrence of hedged forecasted transactions
56 (374)
(d)
Gain/(Loss) on cash flow hedging derivatives, net (b+c)
(4,762) 2,507
(e)
Balance as at the end of the year (a+d)
(1,281) 3,481
(f)
Tax Impact on eective portion of outstanding derivatives
319 (952)
(g)
Balance as at the end of the year, net of deferred tax (e+f)
(962) 2,529
The Group basis their assessment believes that the probability of the occurrence of their highly
probable forecasted transactions is not significantly impacted by the COVID-19 pandemic. The Group
has also considered the eect of changes, if any, in both counterparty credit risk and own credit risk
while assessing hedge eectiveness and measuring hedge ineectiveness. The Group continues to
believe that there is no impact on eectiveness of its hedges.
Financial Statements
Annual Report 2019-20 305
c) Details of Interest Rate Swap Contracts
Details of Interest Rate Swap Contracts outstanding at the end of year:
` in Million
Average Contracted
Fixed Interest Rate
Notional Principal
Value
Fair Value assets
(liabilities)
Particulars
March 31,
2020
March 31,
2019
March 31,
2020
March 31,
2019
March 31,
2020
March 31,
2019
% %
` ` ` `
Cash Flow Hedges
Outstanding receive floating pay fixed
contracts
Less than year
0.67% to
2.34%
1.22% to
2.37%
14,141 6,362 (72) 51
to years
0.67% to
2.34%
1.22% to
2.37%
5,445 4,979 (54) 20
to years
0.67% to
2.34%
- 7,108 - (19) -
years +
- - -
Interest Rate Sensitivity Analysis
If interest rates had been 0.25 basis points higher/lower and all other variables were held constant, the
Group’s profit for the year ended March 31, 2020 would decrease/increase by ` 39 Million (March 31,
2019: decrease/increase by ` 14 Million). This is mainly attributable to the Group’s exposure to interest
rates on its variable rate borrowings.
Liquidity Risk
Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of
liquidity risk management is to maintain sucient liquidity and ensure that funds are available for use
as per requirements. The Group manages liquidity risk by maintaining adequate reserves, banking
facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows,
and by matching the maturity profiles of financial assets and liabilities.
The table below provides details regarding the contractual maturities of significant financial liabilities
as of March 31, 2020:
` in Million
Particulars
Less than 1
year
1-3 years
More than 3
years
Total
Non Derivative Financial Liabilities
Lease Liabilities
3,459 7,388
1,151
11,998
Other borrowings
22,920 1,787 - 24,707
Trade Payables
32,566 - - 32,566
Other financial liabilities
14,501 9,873 -
24,374
Total
73,446 19,048 1,151 93,645
Derivative Financial Liabilities
2,972 2,450 -
5,422
Total
76,418 22,649 - 99,067
306
The table below provides details regarding the contractual maturities of significant financial liabilities
as of March 31, 2019:
` in Million
Particulars
Less than 1
year
1-3 years More than 3
years
Total
Non Derivative Financial Liabilities
Finance lease obligation
299 214
28
541
Other borrowings
17,570 1,844 - 19,414
Trade Payables
24,893 - - 24,893
Other financial liabilities
28,287 2,908 -
31,195
Total
71,049 4,966 28 76,043
Derivative Financial Liabilities
531 101 -
632
Total
71,580 5,067 28 76,675
Other Risks:
Financial assets carried at fair value as at March 31, 2020 is ` 47,286 Million and financial assets carried
at amortised cost as at March 31, 2020 is ` 155,207 Million. Of the above, financial assets having fair
value of ` 43,737 Million are classified as Level 1 as at March 31, 2020. The fair value of these assets is
marked to an active market which factors the uncertainties arising out of the COVID-19 pandemic.
The Company has assessed the counterparty credit risk in connection with Cash and cash equivalents,
bank deposits and earmarked balances with banks amount to ` 31,483 Million as at March 31, 2020
where the Company has assessed the counterparty credit risk.
Trade receivables amounting to ` 1,134 Millions as at March 31, 2020 is valued at considering provision
for allowance under the expected credit loss method. In addition to the historical pattern of credit loss,
the Company has considered the likelihood of increased credit risk considering emerging situations
due to the COVID-19 pandemic. This assessment is based on the likelihood of the recoveries from
the customers in the present situation. The Company closely monitors its customers who are going
through financial stress and assesses actions such as change in payment terms, recognition of revenue
on collection basis etc., depending on severity of each case. The same assessment is done in respect
of unbilled receivables and contract assets while arriving at the level of provision that is required.
Basis this assessment, the allowance for doubtful trade receivables is considered adequate.
56 CURRENT TAX AND DEFERRED TAX
The income tax expense for the year ended can be reconciled to the accounting profit as follows:
` in Million
Particulars
For the year ended
March 31, 2020
March 31, 2019
Profit before income taxes
50,578 55,432
Enacted tax rates in India
34.94% 34.94%
Income tax expense calculated at enacted tax rate
17,667 19,370
Eect of income that is exempt from tax
(7,255) (6,774)
Impact of tax exemption which may not be fully utilized
1,936 1,851
Eect of expenses disallowed for tax purpose
1,223 1,169
Eect of tax on income at dierent rates
1,062 680
Eect of income taxes related to prior years
(2,755) (3,032)
Others
(274) (720)
Income tax expense recognised in profit or loss
11,604 12,544
The tax rate used for the above reconciliation is the rate as applicable for the respective period payable by
corporate entities in India on taxable profits under the Indian income tax laws.
Financial Statements
Annual Report 2019-20 307
Deferred Tax:
The breakup of Deferred Tax Assets presented in the Balance Sheet is as follows:
` in Million
Particulars
As at
March 31, 2020
March 31, 2019
Deferred tax assets
8,443 6,091
Deferred tax liabilities
(356) (11)
Deferred tax assets (net)
8,087 6,080
The tax eect of significant temporary dierences that has resulted in deferred tax assets for the year ended
March 31, 2020 are given below::
` in Million
Particulars
For the year ended March 31, 2020
Opening
balance
Recognised
in Profit
and loss
Recognised
in OCI
Others* Closing
balance
Employee Benefits
1,953 (120) 53 - 1,886
Property, Plant and Equipment
1,450 1 - - 1,451
Provisions
1,592 185 - - 1,777
Changes in fair value of derivatives designated
as hedges
(1,110) (12) 1,271 - 149
Other Items
2,206 1,065 - (91) 3,180
Net Deferred Tax Assets
6,091 1,119 1,324 (91) 8,443
The tax eect of significant timing dierences that has resulted in deferred tax liabilities for the year ended
March 31, 2020 are given below:
` in Million
Particulars
For the year ended March 31, 2020
Opening
balance
Recognised
in Profit
and loss
Recognised
in OCI
Others* Closing
balance
Other Items
(11) (345) - - (356)
Net Deferred Tax Liabilities
(11) (345) - - (356)
The tax eect of significant timing dierences that has resulted in deferred tax assets for the year ended
March 31, 2019 are given below:
` in Million
Particulars
For year ended March 31, 2019
Opening
balance
Recognised
in Profit
and loss
Recognised
in OCI
Others* Closing
balance
Employee Benefits
1,841 105 7 - 1,953
Property, Plant and Equipment
1,105 345 - - 1,450
Provisions
1,315 277 - - 1,592
Changes in fair value of derivatives designated
as hedges
(372) 37 (775) - (1,110)
Other Items
1,877 431 - (102) 2,206
Net Deferred Tax Assets
5,766 1,195 (768) (102) 6,091
The tax eect of significant timing dierences that has resulted in deferred tax liabilities for the year ended
March 31, 2019 are given below:
` in Million
308
Particulars
For year ended March 31, 2019
Opening
balance
Recognised
in Profit
and loss
Recognised
in OCI
Others* Closing
balance
Other Items
(58) 47 - - (11)
Net Deferred Tax Liabilities
(58) 47 - - (11)
*includes exchange (gain)/ loss
Deferred income tax liabilities have not been recognized on temporary dierences amounting to `
23,703 Million and ` 23,525 Million as of March 31, 2020 and March 31, 2019 respectively, associated with
investments in subsidiaries and branches as it is probable that the temporary dierences will not reverse in
the foreseeable future.
57 RELATED PARTY RELATIONSHIPS AND TRANSACTIONS
a) List of Related Parties
Promoter having significant influence and its related parties
Mahindra & Mahindra Limited*
Associates
Avion Networks, Inc.
Altiostar Inc.(upto April 26,2019) (refer note 35(ii))
SARL Djazatech
EURL LCC UK Algerie
Goodmind S.r.l
Signature S.r.l.
Infoteck Software and Systems Private Limited (w.e.f April 08,2019)
Vitaran Electronics Private Limited (w.e.f April 08,2019)
Other Related Parties
Tech Mahindra Foundation
Mahindra Educational Institutions
TML Odd Lot Trust
Mahindra Satyam Foundation
Tech Mahindra Limited Superannuation Scheme
Tech Mahindra Limited Employees Gratuity Scheme
Tech Mahindra Limited Employees Gratuity Scheme (formerly known as Axes Technologies Employees
Gratuity Trust)
Financial Statements
Annual Report 2019-20 309
Key Management Personnel
Anand G. Mahindra - Non-Executive Chairman
Vineet Nayyar @ - Non-Executive Director
C.P. Gurnani – Managing Director and Chief Executive Ocer
Milind Kulkarni $ - Chief Financial Ocer
Manoj Bhat ##– Chief Financial Ocer
Anil Khatri - Company Secretary
Ulhas N. Yargop^ - Non-Executive Director
V. S. Parthasarathy - Non-Executive Director
Anupam Puri^ - Non-Executive Independent Director
M. Rajyalakshmi Rao - Non-Executive Independent Director
Ravindra Kulkarni^ - Non-Executive Independent Director
T. N. Manoharan - Non-Executive Independent Director
M. Damodaran - Non-Executive Independent Director
Mukti Khaire ** - Non-Executive Independent Director
Haigreve Khaitan# - Non-Executive Independent Director
Shikha Sharma# - Non-Executive Independent Director
Dr.Anish Shah^^ - Non-Executive Director
$upto May 31, 2018 ^upto July 31, 2019
@upto July 31, 2018 #w.e.f August 1, 2019
**w.e.f April 19, 2019 ^^w.e.f September 10,2019
## w.e.f June 1, 2018
* includes subsidiaries of Mahindra & Mahindra Limited
B THE FOLLOWING TABLE SUMMARIZES RELATED PARTY TRANSACTIONS AND BALANCES:
` in Million
Nature of Transaction Promoter and it’s
subsidiaries
Associates Others KMP Total
Revenue ,
[,]
[,]
-
[-]
-
[-]
,
[,]
Sub contracting Cost
[]
-
[-]
-
[-]
-
[-]
[]
Reimbursement of Expenses
Net paid / (received)
[]
-
[-]
()
[-]
-
[-]
[]
Rent Expense -
[]
-
[-]
-
[-]
-
[-]
-
[]
Rent income -
[-]
-
[-]
[]
-
[-]
[]
Buyback Of Equity Share ,
[-]
-
[-]
-
[-]
-
[-]
,
[-]
Investment In Associates -
[-]
[-]
-
[-]
-
[-]
[-]
Purchase of Property, Plant and
Equipment
[]
-
[-]
-
[-]
-
[-]
[]
Travelling Expenses - - -
[] [-] [-] [-] []
Interest Income - - -
[-] [-] [-] [-] [-]
310
` in Million
Nature of Transaction Promoter and it’s
subsidiaries
Associates Others KMP Total
Investment / (Redemption) made in non convertible
Debenture
- - -
[-] [-] [-] [-] [-]
Loan Received Back -
[-]
-
[]
-
[-]
-
[-]
-
[]
Redemption of Inter Corporate Deposit ,
[,]
-
[-]
-
[-]
-
[-]
,
[,]
Investment In Inter Corporate Deposit -
[,]
-
[-]
-
[-]
-
[-]
-
[,]
Interest Expenses
[]
-
[-]
-
[-]
-
[-]
[]
Dividend Paid ,
[,]
-
[-]
-
[]
[]
,
[,]
Corporate Social Responsibility
expenditure / donation
-
[-]
-
[-]
,
[]
-
[-]
,
[]
Remuneration to KMPs (Including
Salary, stock compensation benefits
& post-employment benefits)
-
[-]
-
[-]
-
[-]
[]
[]
Commission/Sitting fees -
[-]
-
[-]
-
[-]
[]
[]
` in million
Nature of Closing balance Promoter and it’s
subsidiaries
Associates Others KMP Total
Trade Payables
[]
-
[-]
-
[-]
-
[-]
[]
Trade Receivables
[]
[]
-
[-]
-
[-]
,
[,]
Contractually Reimbursable Expenses receivable
[]
-
[-]
-
[-]
-
[-]
[]
Rent Receivable -
[-]
-
[-]
[]
-
[-]
[]
Unbilled Revenue
[]
-
[-]
-
[-]
-
[-]
[]
Inter corporate Deposit -
[,]
-
[-]
-
[-]
-
[-]
-
[,]
Non - convertible Debentures ,
[,]
-
[-]
-
[-]
-
[-]
,
[,]
Financial Guarantee Contracts
[]
-
[-]
-
[-]
-
[-]
[]
Loan Given -
[-]
[]
-
[-]
-
[-]
[]
Advances
[-]
[]
-
[-]
-
[-]
[]
Payable to Key management Personnel -
[-]
-
[-]
-
[-]
[]
[]
Financial Statements
Annual Report 2019-20 311
c) Total Related Party Transactions and significant related party transactions (by entity) for the year ended
March 31, 2020 and March 31, 2019.
` in Million
Nature of Transactions Name of the party For the year ended
March 31, 2020 March 31, 2019
Revenue , ,
Mahindra & Mahindra Limited . ,
Avion Networks, Inc. ,
Sub-contracting cost
Mahindra Defence Systems Ltd -
Signature S.r.l. -
Reimbursement of Expenses (Net)-Paid/ (Receipt)
Mahindra Logistics ltd
Rent Expense -
Mahindra & Mahindra Limited -
Rent Income
Mahindra Educational Institutions
Travelling expenses
Mahindra Logistics ltd
Interest income -
Mahindra & Mahindra Financial
services
-
Investment / (Redemption) made in Non-
Convertible Debenture
-
Mahindra Rural Housing Finance
Limited
, -
Mahindra & Mahindra Financial
Services
(,) -
Investment in Associates -
Info Tek Software & Systems
Private Limited
-
Vitaran Electronics Private Limited -
Buyback of Equity Shares , -
Mahindra & Mahindra Limited , -
Purchase of property, plant & equipment
Mahindra & Mahindra Limited
Contractually Reimbursable
Expenses receivable
Mahindra & Mahindra Limited
Redemption of Inter Corporate Deposit , ,
Mahindra & Mahindra Financial
Services Limited
, -
Mahindra Rural Housing Finance
Limited
, -
Investments in Inter Corporate Deposit - ,
Mahindra & Mahindra Financial
Services Limited
- ,
Loan Received Back -
Goodmind S.R.L -
Interest Expenses
Mahindra & Mahindra Limited
Dividend Paid , ,
Mahindra & Mahindra Limited , ,
312
` in Million
Nature of Transactions Name of the party For the year ended
March 31, 2020 March 31, 2019
Corporate Social Responsibility Expenditure
(donations)
,
Tech Mahindra Foundation
Mahindra Educational Institutions
Remuneration to KMPs (Including Salary, stock
compensation benefits & post-employment
benefits) @
C. P. Gurnani
Milind Kulkarni $ -
Manoj Bhat #
Anil Khatri
Commission/Sitting fees/stock compensation
benefits
Non-Executive/Independent
Directors
Note: i. Disclosure of entity wise transactions are given for material transactions within each category.
ii. Additionally, an amount of ` 37 Million is paid to a firm in which a Director is a Partner.
@ Employment benefits comprising gratuity and compensated absences are not disclosed, as these are
determined for the Company as a whole. Remuneration in nature of share based payments represents
cost accrued during the period.
$upto May 31, 2018 #w.e.f June 1, 2019
Closing Related Party Balances as follows:
` in Million
Balance as on Name of the party As at
March 31, 2020 March 31, 2019
Trade Payables
Mahindra Defence Systems Ltd -
Mahindra & Mahindra Limited
Trade Receivables , ,
Avion Networks, Inc
Mahindra & Mahindra Limited
Contractually Reimbursable Expenses receivable
Mahindra & Mahindra Limited
Rent Receivable
Mahindra Educational Institutions
Unbilled Revenue Receivable
Mahindra & Mahindra Limited
Financial Guarantee Contracts
Mahindra & Mahindra Limited
Loan Given
Signature S.r.l.
Advances
SARL Djazatech
EURL LCC UK Algerie
Inter Corporate Deposit - ,
Mahindra & Mahindra Financial
Services
- ,
Mahindra Rural Housing Finance
Ltd
- ,
Financial Statements
Annual Report 2019-20 313
` in Million
Balance as on Name of the party As at
March 31, 2020 March 31, 2019
Investment in Non- Convertible debentures , ,
Mahindra & Mahindra Financial
Services
- ,
Mahindra Rural Housing Finance
Ltd
, ,
Payable to Key management personnel (under
Trade Payables)
C P Gurnani
Milind Kulkarni $ - -
Anil Khatri
Manoj Bhat #
Vineet Nayyar * - -
Ulhas N. Yargop
V.S. Parthasarathy
Anupam Puri
M. Rajyalakshmi Rao
Ravindra Kulkarni
T. N. Manoharan
M. Damodaran
Shikha Sharma -
Haigreve Khaitan -
Mukti Khaire -
Anish Shah -
Note: Disclosure of entity wise balances are given for material transactions within each category.
*Excluding accrual for employee stock option plan.
# w.e.f June 1, 2018
58 DISCLOSURE AS REQUIRED BY SCHEDULE V OF SEBI LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS REGULATIONS, 2015 AND SECTION 186 4 OF THE
COMPANIES ACT, 2013.
a. Amount of investments outstanding as at March 31, 2020 include:
Name of the company Outstanding as at March
31,2020 / March 31, 2019
Maximum amount
outstanding during the year
Bajaj Finance Limited , ,
, ,
HDFC Limited , ,
, ,
Mahindra & Mahindra Financial Services Limited - ,
, ,
Mahindra Rural Housing Finance Limited - ,
, ,
Kotak Mahindra Investments Limited , ,
- ,
Mahindra Happinest Developers Limited - -
-
Mahindra World City Jaipur Limited - -
-
Mahindra Life Space Developers Limited - -
-
b. For other investments and loans refer note 8,14 and 57
314
59 EMPLOYEE STOCK OPTION SCHEME
i. ESOP 2000 & ESOP 2010:
The Company has instituted ‘Employee Stock Option Plan 2000’ (ESOP 2000) and ‘Employee Stock Option
Plan 2010’ (ESOP 2010) for eligible employees and Directors of the Company and its subsidiaries. The vesting
pattern of the schemes has been provided below. The options can be exercised over a period of 5 years
from the date of the grant. Each option carries with it the right to purchase one equity share of the Company
at the exercise price determined by the Company at the time of grant for ESOP 2000 and exercise price as
determined by the Nomination and remuneration Committee for ESOP 2010.
ii. ESOP 2006 , ESOP 2014 & ESOP 2018:
The Company has instituted ‘Employee Stock Option Plan 2006’ (ESOP 2006) ,‘Employee Stock Option Plan
2014’ (ESOP 2014) and ‘Employee Stock Option Plan 2018’ (ESOP 2018) for eligible employees and Directors
of the Company and its subsidiaries. In terms of the said plan, the Nomination and Remuneration Committee
has granted options to the employees of the Company and its subsidiaries. The maximum exercise period is
7 years from the date of grant for ESOP 2006 and options can be exercised over a period of 5 years from the
date of each grant for ESOP 2014 and ESOP 2018.
The vesting period of the above mentioned 5 ESOP Schemes, namely ESOP 2000, ESOP 2006, ESOP 2010,
ESOP 2014 and ESOP 2018 are as follows:
Vesting percentage of options
Service period from date of grant ESOP 2000 and
ESOP 2010
ESOP 2006 ESOP 2014 and
ESOP 2018
months .% % %
months .% % %
months .% % %
months - % %
months - % -
iii. TML ESOP – B 2013:
Erstwhile Satyam has established a scheme ‘Associate Stock Option Plan – B’ (ASOP - B) under which
28,925,610 options were available for grant/exercise at the time the Scheme of Amalgamation became
eective. Post-merger, these options were adjusted in terms of the approved Scheme of Amalgamation. Each
option entitles the holder one equity share of the Company. These options vest over a period of 1 to 4 years
from the date of the grant. Upon vesting, employees have 5 years to exercise the options. Post-merger, the
name of the ESOP scheme has been changed to ‘TML ESOP B 2013’.
iv. TML- RSU:
The erstwhile Satyam has established a scheme ‘Associate Stock Option Plan - Restricted Stock Units (ASOP
– RSUs)’ to be administered by the Administrator of the ASOP – RSUs, a committee appointed by the Board
of Directors of the erstwhile Satyam in May 2000. Under the scheme, 1,529,412 equity shares (equivalent
number of equity shares post-merger) are reserved to be issued to eligible associates at a price to be
determined by the Administrator which shall not be less than the face value of the share. These RSUs vest
over a period of 1 to 4 years from the date of the grant. The maximum time available to exercise the options
upon vesting is five years from the date of each vesting. Post-merger, the name of the ESOP scheme has
been changed to TML RSU.
Financial Statements
Annual Report 2019-20 315
v. ESOP – A:
Erstwhile Satyam had established an ESOP scheme viz., ‘Associate Stock Option Plan – A’ (ASOP - A)
formulated prior to the SEBI Guidelines on ESOP and ESPS issued in 1999. This plan was administered
through a Trust viz., Satyam Associates Trust (Satyam Trust).At the time the Scheme of Amalgamation and
Arrangement became eective, the Satyam Trust was holding 2,055,320 shares of erstwhile Satyam, which
post amalgamation were converted into 241,802 shares of the Company at the approved share exchange
ratio and this scheme has been transitioned and renamed as ESOP-A. Satyam Trust grants warrants to
the employees of the Company with an exercise price and terms of vesting advised by the Nomination
and Remuneration Committee of the Company.Each warrant shall entitle the warrant holder to one equity
share.The exercise period is 180 days from the date of each vesting.
vi. Employee Stock Option Scheme – ESOS:
Erstwhile MESL has established Employee Stock Option Scheme (ESOS) - ESOS for which 1,400,000 equity
shares were earmarked. ESOS Scheme is administered through a Trust viz., MES Employees Stock Option
Trust. The options under this Scheme vest over a period of 1 to 3 years from the date of the grant. Upon
vesting, employees have 7 years to exercise the options. As on the eective date of amalgamation, 18,084
options were outstanding under ESOS, which were converted into equivalent 30,144 options of the Company
giving eect to approved share exchange ratio, split and bonus.
vii. Details of options granted during the year ended March 31, 2020:
ESOP
Scheme
Method of Settlement Number of options granted during
the year ended March 31, 2020
Grant date Weighted
average fair value
ESOP Equity settled Plans , May ,
ESOP Equity settled Plans , July ,
ESOP Equity settled Plans , November ,
ESOP Equity settled Plans , November ,
ESOP Equity settled Plans ,, January ,
viii. Details of activity of the ESOP schemes
Movement for the year ended March 31, 2020 and year ended March 31, 2019:
ESOP Scheme Particulars Year ended Outstanding at
the beginning
of the year
Granted
during
the year
Forfeited
during
the year
Lapsed
during
the year
Exercised
during
the year
Outstanding
at the end of
the year
Exercisable
at the end
of the year
ESOP Number of
options
March , - - - - - - -
ESOP WAEP* March , - - - - - - -
ESOP Number of
options
March , - - - - - - -
ESOP WAEP* March , - - - - - - -
ESOP Number of
options
March , , - - - , , ,
ESOP WAEP* March , . - - - . . .
ESOP Number of
options
March , , - , , , , ,
ESOP WAEP* March , . - . . . . .
ESOP Number of
options
March , , - - - - , ,
ESOP WAEP* March , . - - - - . .
ESOP Number of
options
March , , - - - - , ,
ESOP WAEP* March , . - - - - . .
TML ESOP B- Number of
options
March , ,, - - , , , ,
TML ESOP B- WAEP* March , . - - . . . .
316
ESOP Scheme Particulars Year ended Outstanding at
the beginning
of the year
Granted
during
the year
Forfeited
during
the year
Lapsed
during
the year
Exercised
during
the year
Outstanding
at the end of
the year
Exercisable
at the end
of the year
TML ESOP B- Number of
options
March , ,, - , , ,, ,, ,,
TML ESOP B- WAEP* March , . - . . . . .
TML RSU Number of
options
March , , - , , , , ,
TML RSU WAEP* March , . - . . . . .
TML RSU Number of
options
March , , - , , , ,
TML RSU WAEP* March , . - . . . . .
ESOP A Number of
options
March , , - - , , , ,
ESOP A WAEP* March , . - - . . . .
ESOP A Number of
options
March , , - - , , , ,
ESOP A WAEP* March , . - - . . . .
ESOP Number of
options
March , ,, , , , ,, ,, ,,
ESOP WAEP* March , . . . . . .
ESOP Number of
options
March , ,, ,, , - , ,, ,,
ESOP WAEP* March , . . . - . . .
ESOS Number of
options
March , , - - - , - -
ESOS WAEP* March , . - - - . - -
ESOS Number of
options
March , , - - - - , ,
ESOS WAEP* March , . - - - - . .
ESOP Number of
options
March , - ,, , - - ,, -
ESOP WAEP* March , - . - - . -
Total Number of
options
March , ,, ,, , , ,, ,, ,,
Total Number of
options
March , ,, ,, , , ,, ,, ,,
* Weighted average exercise price
Financial Statements
Annual Report 2019-20 317
ix. Average Share price on date of exercise
The weighted average share price for the year over which stock options were exercised was ` 769.50 (year
ended March 31, 2019: ` 707.21).
x. Information in respect of options outstanding:
ESOP Scheme Range of
Exercise
price
As at March 31, 2020 As at March 31, 2019
Number
of Options
Outstanding
Weighted average
remaining life
(in Years)*
Number
of Options
Outstanding
Weighted average
remaining life
(in Years)*
ESOP - , . , .
ESOP - , . , .
ESOP - , ,
TML ESOP B- - , , .
TML ESOP B- - , . , .
TML ESOP B- - , . , .
TML ESOP B- - , . , .
TML RSU - , . , .
ESOP A - , ,
ESOP- - ,, . ,, .
ESOP- - ,, . ,, .
ESOP- - , . , .
ESOP- - ,, . ,, .
ESOS - - - ,
ESOP - ,, . - -
*Weighted average remaining life for options exercised pending allotment as at year end has been disclosed
as ‘0’.
xi. The employee stock compensation cost for the Employee Stock Option Plan 2010, Employee Stock Option
Plan 2000, Employee Stock Option Plan- B 2013, ESOP-A, ESOP 2014, TML-RSU and ESOP 2018 schemes
has been computed by reference to the fair value of share options granted and amortized over each vesting
period. For the year ended March 31, 2020, the Group has accounted for employee stock compensation cost
(equity settled) amounting to ` 1,385 Million (March 31, 2019: ` 1,263 Million).
xii. The fair value of each option is estimated on the date of grant using Black-Scholes-Merton model with the
following assumptions:
Assumptions For the year ended
March 31, 2020
For the year ended
March 31, 2019
Particulars ESOP 2018 ESOP 2014 ESOP 2014
Weighted average share price
Exercise Price - -
Expected Volatility (%) - - -
Expected Life (in years) - - -
Expected Dividend (%) - - -
Risk Free Interest Rate (%) - - -
xiii. Pininfarina S.p.A. Stock Option Plan (SOP) 2016 - 2023:
Pininfarina S.p.A. has instituted ‘Stock Option Plan 2016-2023’ for employees of Pininfarina S.p.A. The options
can be exercised over a period of 7 years from the date of grant (November 21, 2016) each option carries with
it the right to purchase one equity share of Pininfarina S.p.A. at the exercise price determined by Pininfarina
S.p.A.
318
The vesting period of the SOP Pininfarina S.p.A. 2016 – 2023 is as follows:
Vesting percentage of options
Service period from date of grant SOP 2016 and SOP 2023
months .%
months .%
months .%
2,225,925 equity shares have been earmarked under this plan.
The fair value of SOP Pininfarnia S.p.A 2016 – 2023 option is estimated on the date of grant based on
relevant assumptions. There are no grants for the year ended March 31,2020 and March 31, 2019.
60 EARNINGS PER SHARE IS CALCULATED AS FOLLOWS:
` in Million except earnings per share
Particulars For the year ended
March 31, 2020 March 31, 2019
Net Profit attributable to shareholders after taxation , ,
Equity Shares outstanding as at the end of the year (in nos.) # ,, ,,
Weighted average Equity Shares outstanding as at the end of the year (in nos.) # ,, ,,
Add: Dilutive impact of employee stock options ,, ,,
Add: Dilutive impact for Buy Back (refer note (v)) - ,,
Number of Equity Shares used as denominator for calculating Diluted Earnings
Per Share
,, ,,
Nominal Value per Equity Share (in `) . .
- Earnings Per Share (Basic) (in `) . .
- Earnings Per Share (Diluted) (in `) . .
# includes adjustment for vested options exercisable for little or no consideration.
61 Ind AS 108 establishes standards for the way that companies report information about their operating
segments and related disclosures, as applicable about products and services, geographic areas, and major
customers.
Based on the “management approach” as defined in Ind AS 108, the management evaluates the Group’s
performance and allocates resources based on an analysis of various performance indicators by business
segments and geographic segments. Accordingly, information has been presented both along business
segments and geographic segments.
The accounting principles used in the preparation of the financial statements are consistently applied to
record revenue and expenditure in individual segments, and are as set out in the significant accounting
policies. Revenue and identifiable operating expenses in relation to segments are categorized based on
items that are individually identifiable to that segment. Certain expenses such as depreciation and finance
cost, which form a significant component of total expenses, are not specifically allocable to specific segments
as the underlying assets are used interchangeably. Management believes that it is not practical to provide
segment disclosures relating to those expenses, and accordingly these expenses are separately disclosed
as “unallocated” and adjusted against the operating income of the Group.
Operating segments are defined as components of an enterprise for which discrete financial information
is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate
resources and assessing performance. The Group’s chief operating decision maker is the Chief Executive
Ocer and Managing Director.
Financial Statements
Annual Report 2019-20 319
The Group has identified business segments as reportable segments. Accordingly, Information Technology
(IT) Business and Business Processing Outsourcing (BPO) has been disclosed as business segments.
Geographical information on revenue and business segment revenue information is collated based on
individual customers invoiced or in relation to which the revenue is otherwise recognized.
Segregation of assets (except trade and other receivables), liabilities, depreciation and other non-cash
expenses into various business segments has not been done as the assets are used interchangeably
between segments and the Company is of the view that it is not practical to reasonably allocate liabilities and
other non-cash expenses to individual segments as the same will not be meaningful.
Information on reportable segments for the year ended March 31, 2020 is given below:
A. Business Segments
` in Million
Particulars For the year ended
March 31, 2020 March 31, 2019
IT Services BPO Total IT Services BPO Total
Revenue , , , , , ,
Direct Expenses , , , , , ,
Segmental Operating Income , , , , , ,
Less : Unallocable Expenses
Finance Costs , ,
Depreciation and amortisation expense , ,
Impairment of Goodwill and Non-Current Assets ,
Total Unallocable Expenses , ,
Operating Income , ,
Other Income , ,
Share in Profit/(Loss) of Associate () ()
Profit before Tax , ,
Provision for Taxation:
Current tax and deferred tax , ,
Profit for the year attributable to:
Owners of the Company , ,
Non-Controlling Interest (,) ()
` in Million
Statement of segment Assets and Liabilities March 31, 2020 March 31, 2019
Segment Assets
Trade and Other Receivables
IT , ,
BPO , ,
Total Trade Receivables , ,
Goodwill
IT , ,
BPO , ,
Total Goodwill , ,
Unallocable Assets , ,
TOTAL ASSETS , ,
Segment Liabilities
Unearned revenue
IT , ,
BPO
Total Unearned revenue , ,
Advance from customer
IT , ,
BPO
Advance from customer , ,
Unallocable Liabilities , ,
TOTAL LIABILITIES , ,
320
B. Revenues as per geographies
` in Million
Geography For the year ended
March 31, 2020 March 31, 2019
Americas , ,
Europe region , ,
India , ,
Rest of world , ,
Total , ,
During the year ended March 31, 2020 no customer individually accounted for more than 10% of the revenue.
Management believes that it is currently not practical to bifurcate assets based on geographies. Hence, no
disclosure is provided for the same.
Financial Statements
Annual Report 2019-20 321
Name of the entity Parent
Company /
Subsidiaries
/ Associate
/ Joint
Venture
Indian /
Foreign
Net Assets, i.e., total assets minus total liabilities Share in profit or loss Share in other comprehensive Income Share in other Total comprehensive Income
F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019
As % of
consolidated
Net Assets
INR
Amount
(In
Million)
As % of
consolidated
Net Assets
INR
Amount
(In Million)
As % of
consolidated
Profit or Loss
INR
Amount
(In Million)
As % of
consolidated
Profit or
Loss
INR
Amount
(In Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
Tech Mahindra Limited Parent
Company
Indian
100% 2,18,131 100.00% 202,844 100.00% 38,974 100.00% 42,888 100.00% (1,057) 100.00% 2,426 100.00% 37,917 100.00% 45,314
Parent Company
Tech Mahindra Limited (refer note ()
below)
Parent
Company
Indian
102.11% 2,22,734 101.79% 206,474 116.35% 45,345 102.12% 43,797 305.89% (3,234) 68.88% 1,671 111.06% 42,111 100.34% 45,468
Subsidiaries
Indian
Tech Mahindra Business Services Limited Subsidiary Indian 1.85% 4,026 1.88% 3,817 2.73% 1,065 1.53% 655 5.48% (58) 0.84% 20 2.66% 1,007 1.49% 675
Comviva Technologies Limited Subsidiary Indian 3.39% 7,403 3.24% 6,577 2.26% 880 1.92% 825 2.06% (22) 0.16% 4 2.26% 858 1.83% 829
Tech Mahindra Benefit Trust Subsidiary Indian 10.67% 23,269 11.69% 23,705 8.98% 3,501 3.13% 1,344 0.00% - 0.00% - 9.23% 3,501 2.97% 1,344
Satyam Associates Trust Subsidiary Indian 0.01% 25 0.01% 24 0.00% 1 0.01% 5 0.00% - 0.00% - 0.00% 1 0.01% 5
Mahindra Engineering Services ESOP
Trust
Subsidiary Indian
0.02% 53 0.03% 52 0.00% 1 0.01% 3 0.00% - 0.00% - 0.00% 1 0.01% 3
Satyam Venture Engineering Services
Private Limited
Subsidiary Indian
1.19% 2,589 1.04% 2,100 1.25% 488 0.80% 343 -0.06% 1 -0.10% (2) 1.29% 489 0.75% 340
Fixstream India Private limited (refer
note () below)
Subsidiary Indian
0.00% - 0.02% 36 0.00% - 0.02% 10 0.00% - 0.00% 0 0.00% - 0.02% 10
Tech Mahindra Growth Factories Limited
(refer note () below)
Subsidiary Indian
0.00% - 0.00% 2 0.00% - -0.03% (14) 0.00% - 0.02% 0 0.00% - -0.03% (14)
Born Commerce Private Limited (refer
note.() below)
Subsidiary Indian
0.35% 753 0.00% - 0.18% 71 0.00% - 0.00% - 0.00% - 0.19% 71 0.00% -
Foreign
Tech Mahindra (Americas) Inc., USA Subsidiary Foreign 7.21% 15,726 9.93% 20,148 10.23% 3,987 5.94% 2,548 -333.58% 3,527 58.39% 1,416 19.82% 7,514 8.75% 3,965
Tech Talenta Inc Subsidiary Foreign 0.17% 361 0.14% 275 0.15% 57 0.21% 89 -2.79% 29 0.40% 10 0.23% 86 0.22% 99
Lightbridge Communications Corporation
(refer note (), () and () below)
Subsidiary Foreign
-0.39% (848) -0.27% (551) -0.40% (156) -3.50% (1,501) 14.03% (148) 19.48% 473 -0.80% (304) -2.27% (1,028)
Comviva Technologies FZ-LLC Subsidiary Foreign 0.09% 189 0.12% 236 -0.16% (63) 0.04% 17 0.00% - 0.00% - -0.17% (63) 0.04% 17
Comviva Technologies Nigeria Ltd. Subsidiary Foreign -0.06% (125) 0.05% 91 -0.57% (224) 0.02% 10 0.00%
- 0.00% - -0.59% (224) 0.02% 10
Hedonmark{ManagementServices}
Limited
Subsidiary Foreign
0.00% - -0.15% (311) 0.00% - -0.13% (57) 0.00% - 0.00% - 0.00% - -0.13% (57)
Comviva Technologies Singapore Pte. Ltd Subsidiary Foreign 0.00% 8 0.01% 15 -0.02% (7) -0.01% (4) 0.00% - 0.00% - -0.02% (7) -0.01% (4)
Comviva Technologies Netherland BV Subsidiary Foreign -0.22% (470) -0.15% (312) -0.56% (219) -0.41% (177) 0.00% - 0.00% - -0.58% (219) -0.39% (177)
Terra Payment Services (Netherlands) BV
(refer note () below)
Subsidiary Foreign
0.00% - 0.01% 30 0.00% - -0.06% (26) 0.00% - 0.00% - 0.00% - -0.06% (26)
Terra Payment Services (Tanzania)
Limited (refer note () below)
Subsidiary Foreign
0.00% - 0.00% (4) 0.00% - -0.01% (3) 0.00% - 0.00% - 0.00% - -0.01% (3)
62. ADDITIONAL INFORMATION PURSUANT TO PARA 2 OF GENERAL INSTRUCTIONS FOR THE PREPARATION OF CONSOLIDATED
FINANCIAL STATEMENTS:
322
Name of the entity Parent
Company /
Subsidiaries
/ Associate
/ Joint
Venture
Indian /
Foreign
Net Assets, i.e., total assets minus total liabilities Share in profit or loss Share in other comprehensive Income Share in other Total comprehensive Income
F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019
As % of
consolidated
Net Assets
INR
Amount
(In
Million)
As % of
consolidated
Net Assets
INR
Amount
(In Million)
As % of
consolidated
Profit or Loss
INR
Amount
(In Million)
As % of
consolidated
Profit or
Loss
INR
Amount
(In Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
Terra Payment Services (UK) Limited
(refer note () below)
Subsidiary Foreign
0.00% - 0.00% 3 0.00% - -0.02% (10) 0.00% - 0.00% - 0.00% - -0.02% (10)
Terra Payment Services (Uganda) Limited
(refer note () below)
Subsidiary Foreign
0.00% - 0.00% (1) 0.00% - 0.01% 3 0.00% - 0.00% - 0.00% - 0.01% 3
Terra Payment Services (Mauritius) (refer
note () below)
Subsidiary Foreign
0.00% - -0.01% (14) 0.00% - -0.01% (3) 0.00% - 0.00% - 0.00% - -0.01% (3)
Terra Payment Services Botswana (PTY)
Limited
Subsidiary Foreign
0.00% - 0.00% (1) 0.00% - 0.00% (0) 0.00% - 0.00% - 0.00% - 0.00% (0)
Terra Payment Services South Africa
(PTY) Limited (refer note () below)
Subsidiary Foreign
0.00% - 0.01% 22 0.00% - 0.00% (1) 0.00% - 0.00% - 0.00% - 0.00% (1)
Terra Payment Services S.A.R.L. -(Congo
B) (refer note () below)
Subsidiary Foreign
0.00% - 0.00% (1) 0.00% - 0.00% (1) 0.00% - 0.00% - 0.00% - 0.00% (1)
Terra Payment Services S.A.R.L. -(DRC)
(refer note () below)
Subsidiary Foreign
0.00% - 0.00% 0 0.00% - 0.00% (1) 0.00% - 0.00% - 0.00% - 0.00% (1)
Terra Payment Services S.A.R.L.
-(Senegal) (refer note () below)
Subsidiary Foreign
0.00% - 0.00% (0) 0.00% - 0.00% (0) 0.00% - 0.00% - 0.00% - 0.00% (0)
Mobex Money Transfer Services Limited Subsidiary Foreign 0.00% - 0.01% 16 0.00% - 0.00% (1) 0.00% - 0.00% - 0.00% - 0.00% (1)
Comviva Technologies Colombia S.A.S Subsidiary Foreign 0.01% 20 0.00% 3 0.05% 19 0.01% 3 0.00% - 0.00% - 0.05% 19 0.01% 3
Comviva Technologies (Australia) Pty. Ltd Subsidiary Foreign -0.07% (160) -0.05% (92) -0.20% (78) -0.09% (40) 0.00% - 0.00% - -0.21% (78) -0.09% (40)
Emagine International Pty. Ltd. Subsidiary Foreign 0.10% 222 0.12% 241 -0.01% (4) -0.09% (37) 0.00% - 0.00% - -0.01% (4) -0.08% (37)
Comviva Technologies Madagascar Sarlu. Subsidiary Foreign 0.01% 20 0.01% 21 -0.01% (2) 0.02% 9 0.00% - 0.00% - -0.01% (2) 0.02% 9
Comviva Technologies (Argentina) S.A.
( formerly, ATS Advanced Technology
Solutions S.A.)
Subsidiary Foreign
0.02% 52 0.04% 91 -0.12% (46) 0.10% 44 0.56% (6) -0.63% (15) -0.14% (52) 0.06% 28
ATS Advanced Technologies Solutions do
Brasil Industria, Comercio, importacao y
Exportacao LTDA
Subsidiary Foreign
-0.03% (68) -0.04% (90) -0.15% (59) -0.02% (9) 0.00% - 0.00% - -0.16% (59) -0.02% (9)
YABX Technologies (Netherlands) BV
(refer note.() below)
Subsidiary Foreign
-0.01% (16) 0.00% (4) -0.03% (11) -0.01% (4) 0.00%
- 0.00% - -0.03% (11) -0.01% (4)
Comviva Technologies USA INC.(refer
note.() below)
Subsidiary Foreign
0.00% (2) 0.00% - 0.00% (2) 0.00% - 0.00% - 0.00% - 0.00% (2) 0.00% -
Comviva Technologies Myanmar Limited
(refer note.() below)
Subsidiary Foreign
0.02% 37 0.00% - 0.10% 37 0.00% - 0.00% - 0.00% - 0.10% 37 0.00% -
Satyam Venture Engineering Services
(Shanghai) Co. Ltd.
Subsidiary Foreign
0.04% 85 0.04% 73 0.00% - 0.00% 0 0.00% - 0.00% - 0.00% - 0.00% 0
Satvan GmbH (Formerly known as
Satyam Venture Engineering Services
GmbH)
Subsidiary Foreign
0.02% 51 0.02% 43 0.00% - 0.01% 5 0.00% - 0.00% - 0.00% - 0.01% 5
Tech Mahindra Norway AS Subsidiary Foreign 0.03% 55 0.02% 38 0.06% 24 0.07% 29 0.57% (6) -0.07% (2) 0.05% 18 0.06% 27
Financial Statements
Annual Report 2019-20 323
Name of the entity Parent
Company /
Subsidiaries
/ Associate
/ Joint
Venture
Indian /
Foreign
Net Assets, i.e., total assets minus total liabilities Share in profit or loss Share in other comprehensive Income Share in other Total comprehensive Income
F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019
As % of
consolidated
Net Assets
INR
Amount
(In
Million)
As % of
consolidated
Net Assets
INR
Amount
(In Million)
As % of
consolidated
Profit or Loss
INR
Amount
(In Million)
As % of
consolidated
Profit or
Loss
INR
Amount
(In Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
Tech Mahindra GMBH (refer note ()
below)
Subsidiary Foreign
0.96% 2,099 0.79% 1,612 0.99% 387 0.88% 378 -11.45% 121 -2.47% (60) 1.34% 508 0.70% 318
TechM IT-Services GmbH Subsidiary Foreign 0.00% 8 0.00% 7 0.00% 1 0.00% 1 -0.05% 0 -0.01% (0) 0.00% 1 0.00% 1
vCustomer Philippines, Inc. group Subsidiary Foreign 0.15% 318 0.41% 822 0.07% 26 0.29% 126 -2.01% 21 0.03% 1 0.13% 48 0.28% 127
vCustomer Philippines (Cebu), Inc. Subsidiary Foreign 0.19% 409 0.22% 438 0.25% 99 0.20% 86 -2.36% 25 -0.01% (0) 0.33% 124 0.19% 86
Tech Mahindra (Singapore) Pte Limited Subsidiary Foreign 2.10% 4,578 0.15% 306 0.04% 17 0.08% 33 -1.07% 11 0.28% 7 0.07% 28 0.09% 40
Tech Mahindra (Thailand) Limited Subsidiary Foreign 0.01% 27 0.03% 59 -0.09% (35) 0.01% 3 -0.29% 3 0.11% 3 -0.08% (32) 0.01% 6
PT Tech Mahindra Indonesia Subsidiary Foreign 0.37% 801 0.24% 493 0.63% 246 -0.82% (352) -5.96% 63 2.38% 58 0.81% 309 -0.65% (294)
Tech Mahindra (Beijing) IT Services
Limited
Subsidiary Foreign
0.03% 55 0.02% 41 0.04% 14 0.02% 8 -0.18% 2 -0.01% (0) 0.04% 16 0.02% 8
Tech Mahindra (Bahrain) Limited (S.P.C) Subsidiary Foreign 0.04% 78 0.03% 70 0.01% 2 0.00% 1 -0.61% 6 0.16% 4 0.02% 8 0.01% 5
Tech Mahindra (Nigeria) Limited Subsidiary Foreign -0.41% (890) -0.32% (657) -0.80% (310) -0.15% (66) -7.23% 76 -2.01% (49) -0.62% (234) -0.25% (115)
Tech Mahindra South Africa (Pty) Limited Subsidiary Foreign 0.06% 134 0.06% 116 0.09% 36 0.21% 88 1.67% (18) -0.45% (11) 0.05% 18 0.17% 77
Tech Mahindra Technologies Inc. Subsidiary Foreign 0.25% 550 0.22% 445 0.61% 238 0.61% 263 -5.31% 56 0.30% 7 0.78% 294 0.60% 271
Tech Mahindra (Shanghai) Co. Limited Subsidiary Foreign 0.18% 383 0.32% 659 -0.72% (282) 0.32% 137 -0.73% 8 -0.13% (3) -0.72% (275) 0.29% 134
Citisoft Plc. Subsidiary Foreign 0.05% 107 0.05% 108 -0.01% (4) 0.02% 8 -0.43% 5 0.01% 0 0.00% 0 0.02% 8
Citisoft Inc. Subsidiary Foreign 0.21% 458 0.22% 437 0.01% 5 -0.03% (12) -3.75% 40 1.07% 26 0.12% 44 0.03% 14
Tech Mahindra (Nanjing) Co. Limited Subsidiary Foreign 0.05% 100 0.05% 94 0.01% 3 0.01% 6 -0.29% 3 -0.02% (0) 0.02% 6 0.01% 6
Tech Mahindra Servicos De Informatica
LTDA
Subsidiary Foreign
-0.31% (677) 0.05% 109 -2.21% (862) -2.32% (995) -10.90% 115 1.40% 34 -1.97% (746) -2.12% (961)
Tech Mahindra ICT Services (Malaysia)
SDN BHD
Subsidiary Foreign
0.61% 1,338 0.47% 952 0.91% 356 0.68% 294 -3.50% 37 0.06% 2 1.04% 393 0.65% 296
Tech Mahindra De Mexico S.DE
R.L.DE C.V
Subsidiary Foreign
0.09% 197 0.08% 156 0.25% 96 0.14% 59 2.76% (29) 0.01% 0 0.18% 67 0.13% 59
FixStream Networks Inc. (refer note
() below)
Subsidiary Foreign
0.00% - -0.71% (1,444) 0.00% - -0.85% (365) 0.00% - -2.42% (59) 0.00% - -0.93% (423)
Mahindra Technologies Services Inc. Subsidiary Foreign 0.00% (0) 0.04% 81 0.00% (0) 0.00% 0 0.00% (0) 0.19% 5 0.00% (0) 0.01% 5
Mahindra Engineering Services (Europe)
Limited
Subsidiary Foreign
1.45% 3,161 1.12% 2,271 0.22% 86 0.03% 12 -7.23% 76 -0.13% (3) 0.43% 163 0.02% 9
Inter Informatics (refer note () below) Subsidiary Foreign 0.01% 18 0.00% 6 0.04% 15 -0.02% (10) 0.02% (0) 0.00% (0) 0.04% 15 -0.02% (10)
K Vision Co. Ltd Subsidiary Foreign -0.01% (21) -0.01% (21) 0.01% 2 0.00% 0 0.21% (2) 0.00% (0) 0.00% (0) 0.00% 0
Sofgen Holdings Limited (refer note (),
() and () below)
Subsidiary Foreign
-0.30% (650) -0.23% (462) -0.53% (208) 0.35% 148 -1.44% 15 -2.63% (64) -0.51% (193) 0.19% 85
Nth Dimension Subsidiary Foreign 0.03% 56 0.00% 8 0.12% 47 -0.11% (45) -0.18% 2 0.14% 3 0.13% 49 -0.09% (42)
Tech Mahindra DRC SARLU Subsidiary Foreign -0.07% (159) -0.07% (146) -0.02% (7) -0.08% (33) 0.61% (6) -0.20% (5) -0.03% (13) -0.08% (38)
Tech Mahindra Arabia Limited Subsidiary Foreign -0.03% (67) -0.04% (81) 0.05% 21 -0.14% (59) 0.57% (6) -0.03% (1) 0.04% 15 -0.13% (60)
324
Name of the entity Parent
Company /
Subsidiaries
/ Associate
/ Joint
Venture
Indian /
Foreign
Net Assets, i.e., total assets minus total liabilities Share in profit or loss Share in other comprehensive Income Share in other Total comprehensive Income
F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019 F.Y. 2019-2020 F.Y. 2018-2019
As % of
consolidated
Net Assets
INR
Amount
(In
Million)
As % of
consolidated
Net Assets
INR
Amount
(In Million)
As % of
consolidated
Profit or Loss
INR
Amount
(In Million)
As % of
consolidated
Profit or
Loss
INR
Amount
(In Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
other
comprehensive
income
INR
Amount
(In Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
As % of
consolidated
Total
comprehensive
income
INR
Amount
(In
Million)
Tech Mahindra Netherlands B.V. Subsidiary Foreign 0.01% 31 0.01% 19 0.03% 10 0.02% 7 -0.16% 2 -0.03% (1) 0.03% 12 0.01% 6
Tech Mahindra Sweden AB Subsidiary Foreign 0.03% 56 0.02% 42 0.04% 14 0.05% 21 -0.02% 0 -0.08% (2) 0.04% 14 0.04% 19
Tech Mahindra Fintech Holdings Limited Subsidiary Foreign 3.66% 7,981 4.55% 9,220 -3.56% (1,387) -0.02% (10) -32.13% 340 0.16% 4 -2.76% (1,047) -0.01% (7)
Target Topco Ltd (refer note () and
() below)
Subsidiary Foreign
1.30% 2,827 1.62% 3,286 -1.12% (435) 1.29% 555 -8.72% 92 -2.25% (54) -0.90% (343) 1.10% 500
PF Holdings B.V. Subsidiary Foreign 1.49% 3,259 2.36% 4,781 -4.47% (1,741) -0.01% (4) -40.88% 432 9.92% 241 -3.45% (1,309) 0.52% 237
Pininfarina S.p.A.(refer note (), () and
() below)
Subsidiary Foreign
1.41% 3,079 2.83% 5,749 -7.35% (2,866) -0.13% (56) -21.15% 224 -7.84% (190) -6.97% (2,642) -0.54% (247)
The Bio Agency Limited Subsidiary Foreign 0.27% 598 0.42% 849 -0.66% (258) 0.62% 266 -1.75% 18 -0.69% (17) -0.63% (240) 0.55% 249
Tech Mahindra Healthcare Systems
Holdings LLC (refer note () and ()
below)
Subsidiary Foreign
3.84% 8,384 3.58% 7,258 0.98% 383 -0.48% (208) -70.29% 743 20.22% 490 2.97% 1,126 0.62% 283
Tech Mahindra Vietnam Company Limited Subsidiary Foreign 0.00% (3) 0.00% (9) 0.02% 7 -0.02% (10) 0.03% (0) 0.00% 0 0.02% 7 -0.02% (10)
Tech Mahindra LLC (refer note.() below) Subsidiary Foreign 0.00% 1 0.00% (0) 0.00% (0) 0.00% (0) 0.00% - 0.00% - 0.00% (0) 0.00% (0)
Dynacommerce Holding B.V (refer note.
() below)
Subsidiary Foreign
-0.40% (867) 0.00% - 0.10% 37 0.00% - 4.55% (48) 0.00% - -0.03% (11) 0.00% -
Mad*Pow Media Solutions LLC (refer
note.() below)
Subsidiary Foreign
0.17% 380 0.00% - 0.26% 100 0.00% - -2.98% 31 0.00% - 0.35% 131 0.00% -
Objectwise Consulting group Inc (refer
note.() below)
Subsidiary Foreign
0.05% 113 0.00% - -0.02% (7) 0.00% - 0.11% (1) 0.00% - -0.02% (8) 0.00% -
Born Group Pte. Ltd.(refer note.() below) Subsidiary Foreign 0.25% 543 0.00% - -0.36% (141) 0.00% - -1.26% 13 0.00% - -0.34% (128) 0.00% -
Adjustments arising out of consolidation -44.31% (96,655) -48.11% (97,582) -23.96% (9,338) -12.19% (5,230) 341.59% (3,611) -62.42% (1,514) -34.15% (12,949) -14.88% (6,744)
Total
100.00% 2,18,131 100.00% 2,02,844 100.00% 38,974 100.00% 42,888 100.00% (1,057) 100.00% 2,426 100.00% 37,917 100.00% 45,314
Minority Interest in all Subsidiaries 1.80% 3,933 2.36% 4,777 -3.48% (1,356) -0.21% (88) -11.11% 117 1.06% 26 -3.27% (1,239) -0.14% (62)
Associates (Investment as per Equity
Method) (Refer note () below)
Foreign
Goodmind SRL Associate Foreign 0.00% 9 0.00% 8 0.00% 1 0.00% 1 0.00% - 0.00% - 0.00% 1 0.00% 1
Signature Srl Associate Foreign 0.02% 38 0.02% 37 0.00% 1 -0.01% (5) 0.00% - 0.00% - 0.00% 1 -0.01% (5)
Altiostar Networks, Inc (refer note ()
below)
Associate Foreign
0.00% - 0.16% 316 -0.21% (81) -1.52% (650) 0.00% - 0.00% - -0.21% (81) -1.43% (650)
Infotek Software and Systems Private
Limited (refer note () below)
Associate Indian
0.05% 102 0.00% - 0.06% 23 0.00% - 0.00% - 0.00% - 0.06% 23 0.00% -
Vitaran Electronics Private Limited (refer
note () below)
Associate Indian
0.02% 48 0.00% - 0.00% 2 0.00% - 0.00% - 0.00% - 0.00% 2 0.00% -
IQS Information Solutions WLL Associate Foreign 0.00% - 0.00%
-
0.00%
-
0.00% - .% - .% - .% - .% -
Financial Statements
Annual Report 2019-20 325
Notes:
1 Refer note 36 for the entities which has not been considered for consolidation.
2 These numbers are including their subsidiaries and associates, if any.
3 Following subsidiaries have been liquidated/dissolved as per the laws of the domicile countries.
- STA Gabon w.e.f February 24, 2020
- High Resolution Consulting Limited w.e.f April 2, 2019
- High Resolution Resourcing Limited w.e.f April 2, 2019
- HCI Group DMCC w.e.f. January 14,2020
- CJS Solutions Group Canada ULC w.e.f July 16, 2019
- Sofgen (UK) Limited w.e.f. June, 25 2019
- Sofgen Sdn. Bhd. w.e.f January 8,2020
- Target Topco Limited w.e.f. January 21, 2020
- Harlosh NZ Limited w.e.f October 11, 2019
- Terra Payment Services (India) Private Limited w.e.f December 11, 2019
- Rapid Commerce B.V. W.e.f September 27, 2019
4 Following subsidiaries have been merged as per the laws of the domicile countries during the year
- Tech Mahindra Canada, Inc. merged with Objectwise Consulting group Inc. w.e.f October 4, 2019
- Mahindra Technologies Services, Inc. Merged with Tech Mahindra (Americas) Inc., w.e.f July 1, 2019
- Sofgen India Private Limited merged with Tech Mahindra Ltd w.e.f August 8,2019
- Sofgen Consulting AG merged with Sofgen SA w.e.f April 30, 2019
- Tech Mahindra Growth Factories Limited merged with Tech Mahindra Limited w.e.f March 10,2020
- Dynacommerce Gmbh merged with Tech Mahindra GMBH w.e.f January 8, 2020
- Dynacommerce India Pvt Ltd. merged with Tech Mahindra Limited w.e.f March 10,2020
5 Amounts represent carrying value of investment in associates as per equity method
6 Following entities has been incorporated/acquired during the year
- Mad*Pow Media Solutions LLC w.e.f July 31, 2019
- Tech Mahindra Canada, Inc. w.e.f June 18, 2019
- Objectwise Consulting group Inc w.e.f. October 4, 2019
- Born Group Pte. Ltd. W.e.f. November 26, 2019
- Born Commerce Private Limited w.e.f. November 25, 2019
- Tech Mahindra Spain S.L. w.e.f. December 30, 2019
- Tech Mahindra France w.e.f. January 16, 2020
- Dynacommerce Holding B.V w.e.f. May 9, 2019
- Infotek Software and Systems Private Limited w.e.f April 8, 2019
- Vitaran Electronics Private Limited w.e.f April 8, 2019
- Dynalean B.V. w.e.f. May 9, 2019
- Dynacommerce Gmbh w.e.f. May 9, 2019
- Comviva Technologies USA Inc w.e.f. November 5, 2019
- Group FMG Holdings B.V. w.e.f. November 26, 2019
- Whitefields Holdings Asia Limited w.e.f. November 26, 2019
- Born Japan Kabhushiki Kaisha w.e.f. November 26, 2019
- Born Digital Sdn Bhd w.e.f. November 26, 2019
- Born Creative Commerce Group Inc. w.e.f. November 26, 2019
- Born London Limited w.e.f. November 26, 2019
326
For B S R & Co. LLP For Tech Mahindra Limited
Chartered Accountants
Firm Registration No.W/W-
Jamil Khatri C. P. Gurnani T. N. Manoharan Mukti Khaire
Partner
Managing Director & CEO Director Director
Membership No.
M. Rajyalakshmi Rao Manoj Bhat Anil Khatri
Director Chief Financial Ocer Company Secretary
Mumbai, India, April , Mumbai, India, April ,
- Born Group Inc w.e.f. November 26, 2019
- Born Group HK Company Limited w.e.f. November 26, 2019
- Comviva Technologies Myanmar Limited w.e.f. December 6, 2019
- Comviva Technologies Cote D'ivoire w.e.f. February 18, 2020
7 Following entities has been stake divested during the year
- FixStream Networks Inc. w.e.f. September 30, 2019
- FixStream India Private Limited w.e.f. September 30, 2019
- Hedonmark (Management Services) Limited w.e.f. January 2, 2020
- Terra Payment Services S.A.R.L (Senegal) w.e.f. March 2, 2020
- Terra Payment Services (Mauritius) w.e.f. March 2, 2020
- Terra Payment Services (Netherlands) BV w.e.f. March 2, 2020
- Terra Payment Services (Uganda) Limited w.e.f. March 2, 2020
- Terra Payment Services (Tanzania) Limited w.e.f. March 2, 2020
- Terra Payment Services S.A.R.L (Congo B) w.e.f. March 2, 2020
- Terra Payment Services S.A.R.L (DRC) w.e.f. March 2, 2020
- Terra Payment Services (UK) Limited w.e.f. March 2, 2020
- Terra Payment Services Botswana (Proprietary) Limited w.e.f. March 2, 2020
- Altiostar Networks, Inc w.e.f. April 26, 2019
- Mobex Money Transfer Services Limited w.e.f March 2,2020
Financial Statements
Annual Report 2019-20 327
GLOSSARY
2FA Two-factor authentication
4G/5G Fourth Generation / Fifth Generation
4P paidal (walk), pedal (cycle), pool
(carpool) or public transport
AAC Automation, Analytics and Consulting
AI Artificial Intelligence
ANZ Australia and New Zealand
aPaaS application platform as a service
APAC Asia-Pacific
AR AS9100 Augmented reality
AUD Australian Dollar
BCP Business Continuity Plan
BE Business Excellence
BFSI Banking Financial Services & Insurance
BPM Business Process Management
Bps Basis points
BSE BSE Limited
BSG Business Service Group
BU Business Units
C.A.R.E. Connect with Associates and Resolve
with Engagement
CA Current Assets
CAD Canadian Dollar
CAGR Compound annual growth rate
CAPEX Capital Expenditure
CaPS Customer as Promoter Score
CDP Carbon Disclosure Project
CDSB Climate Disclosure Standards Board
CII Confederation of Indian Industry
CIO Chief Information Ocer
CIRO Chief Information Risk Ocer
CL Current Liabilities
CMMI Dev
v1.3, L5
Capability Maturity Model Integration -
Development
CoEs Centers of Excellence
COGS Cost of Goods Sold
CPCB Central Pollution Control Board
CPG Consumer packaged goods
CQGR Compounded Quarterly Growth Rate
CSPs Communications Service Providers
CSR Corporate Social Responsibility
CWIP Capital work in Progress
CX Customer Experience
CXO Corporate Executive
dApps Decentralized Apps
DEXT a cloud based new age learning
platform
DJSI Dow Jones Sustainability Index
DP Depository Participant
E&U Energy and Utility
EBIT Earnings Before Interest and Tax
EBITDA Earnings Before Interest, Tax,
Depreciation and Amortization
EMS Emergency Management System
EPS Earnings Per Share
ERP Enterprise Resource Planning
ESG Environmental, social and governance
ESOP/
ESOS
Employee Stock Option Plans /
Schemes
ESRO Employee Social Responsibility
Options
FY Fiscal Year
GBP Great Britain Pound
GEI Gender Equality Ratio
GHG Green House Gas
GLC Global Leadership Cadre
GRI Global Reporting Initiative
GTPW Great Place to Work
HLS Healthcare Life Sciences
HVAC Heating, ventilation, and air
conditioning
HVAC Heating, Ventilation and Air
Conditioning
ICCC Integrated Command and Control
Centre
IDM Integrated device manufacturer
IES Integrated Engineering Solutions
IND AS Indian Accounting Standards
IoT Internet of Things
328
IP Intellectual Property
iPaaS integration platform as a service
ISMS Information Security Management
System
ISO
13485:2016
Quality Management Systems for
medical devices
ISO
14001:2015
Environmental Management System
ISO 20000-
1:2011
Information Technology Service
Management System
ISO
22301:2012
Societal Security and Business
Continuity Management System
ISO
27001:2013
Information Security Management
System
ISO
9001:2015
Quality Management System
ISR Individual Social Responsibility
ISVs Indepedant Software Manufacturers
IT Information Technology
ITEI In-Service Teacher Education Institute
ITES Information Technology Enabled
Services
KMP Key Managerial Personnel
M&E Media and Entertainment
MEC Mahindra Ecole Centrale
ML Machine Learning
MPCB Maharashtra Pollution Control Board
NAD New age delivery
NASSCOM National Association of Software and
Services Companies
NCLT National Company Law Tribunal
NFV Network functions virtualization
NGO Non-Government Organisation
NLP Natural language processing
NOC Network Operation Centre
NPS Net Promoter Score
NRC Nomination and Remuneration
Committee
NSE The National Stock Exchange of India
Limited
NZ New Zealand
OBD On-Board Dignostics
OEMs Original Equipment Manufacturers
OHSAS
18001
Occupational Health and Safety
Management System
PaaS Platform as a Service
PAT Profit After Tax
PBIT Profit Before Interest and Tax
PBT Profit Before Tax
PPEs Personal Protective Equipments
Rev D Quality Management Systems for
Aerospace industry
RFID Radio Frequency Identification
ROCE Return on Capital Employed
RPA Robotic process automation
RTA Registrar and Transfer Agents
SDGs Strategic Development Goals
SDN Software defined networks
SEBI Securities and Exchange Board of India
SLA Service-level agreement
SMART Skills for Market Training
SPCB State Pollution Control Board
STEM Science, Technology, Engineering and
Mathematics
TCFD Task Force on Climate Related
Financial Disclosures
TEMs Telecommunications Equipment
Manufacturers
TL9000 R
6.1/R5.5
Quality Management Systems for
Communications industry
TMF Tech Mahindra Foundation
TMW The Mahindra Way
TRAI Telecom Regulatory Authority of India
UAAS Upskilling as a service
UCC Unsolicited Commercial
Communication
UNGC United Nations Global Compact
USD US Dollars
VR Virtual Reality
VRV Variable Refrigerant Volume
WBCSD World Business Council for Sustainable
Development
YoY Year on Year
Annual Report 2019-20 329
Glossary
ASIA PACIFIC
India
Tech Mahindra Limited
Plot No. 1, Phase - III,
Rajiv Gandhi Infotech Park, Hinjawadi,
Pune - 411057 (Maharashtra) India
Phone +91 20 42250000
Tech Mahindra Limited
Sharda Centre, O Karve Road,
Pune - 411004 (Maharashtra) India
Phone +91 20 66018100
Tech Mahindra Limited
5th Floor, Gigaspace, Viman Nagar
Pune - 411014 (Maharashtra) India
Phone +91 20 66273000
Tech Mahindra Limited
Unit No: 501, 5th Oce Level,
Building No: 3, Commer Zone,
O Airport Road, Yerwada,
Pune (Maharashtra) India
Tech Mahindra Limited
3rd foor, A+B wing, Mississippi Building,
Rajiv Gandhi Info Tech Park, Phase II,
Hinjewadi,
Pune - 411 057 (Maharashtra) India
Tech Mahindra Limited
128/A, Sanghvi Compound, Mumbai-
Pune Road,
Chinchwad, Pune - 411 019
(Maharashtra) India
Phone +91 20 27501000 / 40726100
Tech Mahindra Limited
Infocity, Unit No. 12, Plot No. 35 & 36,
Hitech City Layout, Survey No. 64,
Madhapur,
Hyderabad - 500081 (Telangana) India
Phone + 91 40 30636363
Tech Mahindra Limited
Infocity - Learning World
Plot No. 22 to 34, Hi-Tech City,
Madhapur,
Hyderabad – 500081 (Telangana) India
Phone + 91 40 30636363
Tech Mahindra Limited
Infocity - Special Economic Zone,
Tower - I & II, Plot No. 22 to 34, Hi-Tech
City, Madhapur, Hyderabad -500081
(Telangana) India
Phone + 91 40 3063 6363
Tech Mahindra BPO Limited
Ohri Towers, Plot No. 53/A, No. 9-1-154,
Sebastian Road, Near Clock Tower,
Secunderabad - 500003 (Telangana)
India
Phone + 91 40 66361300
Tech Mahindra Limited
Technology Centre – Bahadurpally
Survey No. 62/1A, Qutubullapur Mandal,
Bahadurpally Village District - Ranga
Reddy, Hyderabad - 500043
(Telangana) India
Phone +91 40 30633535
Tech Mahindra Limited
Technology Centre – Bahadurpally
Special Economic Zone, Survey
No. 62/1A, Qutubullapur Mandal,
Bahadurpally Village District - Ranga
Reddy,
Hyderabad - 500043 (Telangana) India
Phone +91 40 30633535
Tech Mahindra Limited
Plot No.45 - 47, KIADB Industrial Area,
Phase - II,
Electronic City, Bengaluru - 560100
(Karnataka)
India Phone + 91 80 67807777
Tech Mahindra Limited
Creator Building, International Tech Park
(ITPL)
Whitefeld Road, Bengaluru -560066
(Karnataka) India\
Tech Mahindra Limited
RMZ Ecoworld Infrastructure Pvt Ltd,
Tower 4A & 4B, Fourth Floor,
Marathalli Outer Ring Road,
Bengaluru - 560103 (Karnataka) India
Tech Mahindra Limited
Plot No. S - 1, Maitree Vihar Road,
Chandrasekharpur
Bhubaneswar - 751023 (Odisha) India
Phone +91 674 6622001
Tech Mahindra Limited
Plot No. 23, Phase - II,
Rajiv Gandhi Chandigarh Technology
Park (RGCTP)
Kishangarh - 160101 (Chandigarh) India
Phone +91 172 6668400
Tech Mahindra Limited
Survey No. 602/3, ELCOT Special
Economic Zone, 138, Sholinganallur
Village, Tambaram Taluk
District - Kancheepuram, Chennai -
600119
(Tamil Nadu) India
Phone + 91 44 66192323
Tech Mahindra Limited
SBC Tech Park No. 90 / B1, M.T.H Road,
Ambattur Industrial Estate, Ambattur,
Chennai - 600058 (Tamil Nadu) India
Phone +91 44 66624000
Tech Mahindra Limited
IT Tower - IV, 4th Floor, Infocity, Near
Indroda Circle, Gandhi Nagar - 382009
(Gujarat) India
Phone +91 79 40604100
Tech Mahindra Limited
Omega Center, Ground Floor “C” Wing
A-26, Info City, Sector 34
Gurgaon-122001.
Tech Mahindra Limited
Special Economic Zone, DLF IT Park,
Phase - II (IT/ITES SEZ), 1st to 4th Floor,
Tower - 1B & 1C, Premises No. II F/1,
Rajarhat, Kolkata - 700156
(West Bengal) India
Phone +91 33 4446 1000
Tech Mahindra Limited
Plot No.DN 52, Sector V, Srijan TechPark
Bidhannagar, Kolkata 700 091.
330
Tech Mahindra Limited
Wing - I & II, Oberoi Garden Estate, O.
Saki Vihar Road, Chandivali, Andheri
(East),
Mumbai - 400 072 (Maharashtra) India
Phone +91 22 66882000
Tech Mahindra Limited
Gut No.31, Cloud City Campus, Village
Elthan, Thane, Belapur road, Airoli,
Navi Mumbai 400 708.
Tech Mahindra Limited
SEZ Unit, MIHAN SEZ
Nos. 1(p),3(p),8(p),40(p),71(p),109, 152 (p)
etc., Telhara Village, NAGPUR – 441108
(Maharashtra) India
Tech Mahindra Limited
A - 6, Sector - 64, Noida - 201301 (Uttar
Pradesh)
India Phone + 91 120 4005001
Tech Mahindra Limited
A - 7, Sector - 64,
Noida - 201 301 (Uttar Pradesh) India
Phone + 91 120 4652001
Tech Mahindra Limited
A - 20, Sector - 60,
Noida - 201301 (Uttar Pradesh) India
Phone + 91 120 4008000,
+ 91 120 6176000
Tech Mahindra Limited
SDF B1, Noida Special Economic Zone,
Phase II Noida - 201305
(Uttar Pradesh) India
Phone + 91 120 4534400
Tech Mahindra Limited
Plot No.131-133, Noida Special Economic
Zone, Phase II Noida - 201305
(Uttar Pradesh) India
Tech Mahindra Limited
58, A & B, Noida Special Economic
Zone,
Phase – II Noida - 201305
(Uttar Pradesh) India
Phone + 91 120 6176000
Tech Mahindra Limited
No.H-33, Sector-63, Noida (UP) 201 301.
Tech Mahindra Limited
Survey No. 44 P, Near Bullaiah College,
New Resapuvanipalem Village
Visakhapatnam - 530003 (Andhra
Pradesh) India
Phone + 91 891 6624343
Australia
Tech Mahindra Limited
Level - 3, 267 - St. George Terrace,
Perth – 6000, Western Australia
Phone:+61 8 92116142 / +61 8 92116103
Tech Mahindra Limited
Oce suite No.417,
Level 4 & 5, 15 Moore Street,
Canberra 2600
Australia Capital Territory,
Ph: +61 2 6169 4150.
Tech Mahindra Ltd
Level 8, South Tower, 459 Collins Street
3000 (Melbourne), Australia
Phone:+61 3 99342700
Tech Mahindra Limited
Level 5, 100 - Pacifc Highway,
North Sydney - 2060, New South Wales,
Australia
Phone +61 2 84848485
Tech Mahindra Limited
Part folio Identifer 1/853618 being Suite
701, Level 7, 465 Victoria Avenue,
Chatswood NSW 2067,
New South Wales, Australia
Phone:+61 2 84848469
Tech Mahindra Limited
Oce Suites 31 & 32,
Level 34, Waterfront, 1 Eagle Street,
Brisbane, Queensland,4000 Australia
Phone :+61 7 30313612
Cambodia
Tech Mahindra Limited
Orient Tower, 2nd floor, Unit A01,
No. 1 Harvard Street Diamond Island,
Tonle Bassac, Chamkamorn,
Phnom Penh, Cambodia
Contact - +855 0 23 962303
China
Tech Mahindra Limited
Room No.23102, -23104, 23202-23204,
No.498, Guoshoujing Road, Zhangjiang,
Hitech Park,
Shanghai Peoples Republic of China
Phone +86 21 50807600
Tech Mahindra Limited
Floor 4, Animation Building, No.11,
Xinghuo Road, Pukou Hi-Tech Zone
(Nanjing City),
Peoples Republic of China
Phone +86 25 83506016
Tech Mahindra Limited
International Exhiition Centre (oce
Building)
Chaoyang District Beijing, PRC
Tech Mahindra Limited
TianAn Yun Gu, Romm Nos.2201-2203,
Phase I-3C, No.133, Xugang North road,
Bantian, Sub District, Longgang dist.
Shenzen, China PRC.
Hong Kong
Tech Mahindra Limited
The centre, 21/F, The Centre, 99
Queen’s Road Central, Hong Kong.
Indonesia
Tech Mahindra Indonesia
Cyber 2 Tower, 17th Floor
Jl. HR Rasuna Said Blok X-5, Kav 13,
Jakarta 12950 Indonesia
Phone: 62-21 5799 8222
Annual Report 2019-20
331
Global Presence
Japan
Tech Mahindra Limited
Fujitsu Atsugi, Technical Centre, Unit
No.3065, 3rd Floor, Okada, Atsugi City,
Kanagawa, Japan
Phone + 81 5038040928
Tech Mahindra Limited
Tokyo Oce, Toranomon, 40 MT
Building,
6th Floor, 5 - 13 - 1, Toranomon, Mitato-
ku,
105-0001 (Tokyo) Japan
Phone +81 036402 5921
Malaysia
Tech Mahindra Limited
Global Solutions Centre Lot 12122,
Persiaran
Apec, 63000 Cyberjaya (Selangor),
Malaysia
Phone +60 3 88828001
New Zealand
Tech Mahindra Limited
Level-6, Southern Cross Building, 59
High Street,
Auckland Central - 1010, New Zealand
Phone:+64 9 2814742
Philippines
Tech Mahindra Limited
5/F, Felina Corporate Plaza,
Eastwood Avenue, Eastwood City,
Bagumbayan, Quezon City,
Metro Manila, Philippines 1110
Phone +63 2 7360893 / +63 2 6619623
Tech Mahindra Limited
3rd & 5th Floor, eCommerce Plaza
Building, Garden
Road, Eastwood City, Bagumbayan,
Quezon City,
Metro Manila, Philippines
Phone +63 2 6662821 / +63 2 7091673
Tech Mahindra Limited
7F, 8F & 9F Ebloc 3, Geonzon Road,
Phase 2, Cebu IT Park, Lahug Apas,
Cebu City, Philippines 6000.
Phone: +63 32 5126275 / +63 32
2663362
Tech Mahindra Limited
4/F JESA ITC Building, 90 General
Maxilom Avenue, Cebu City,
Philippines 6000.
Phone: +63 32 5126275, +63 32
2663362
Singapore
Tech Mahindra Limited
No 06 - 01, Honeywell Building, 17
Changi
Business Park, Central 1, Singapore
486073
Phone +65 641772012
South Korea
Tech Mahindra Limited
16F-Posco, P & S Tower, 735-3 Yeoksam-
Dong
Gangnam-gu, Seoul 135-923, Seoul
Phone 0082-10-71954386.
Taiwan
Tech Mahindra Limited
The Executive Centre, Taipei 101 tower,
Level 37, No.7, Section 5, Xinyi Road,
Taipei 11.
Phone +886 2 87582984
Thailand
Tech Mahindra Limited
54 BB Building, 13th Floor, Unit No.
1304,
Sukhumvit Soi 21 (Asoke Road),
Klongtoey Nua,
Wattana, Bangkok 10110, Thailand
Phone +66 2 640 8170
Vietnam
Tech Mahindra Limited
21st Floor, Capital Towers 109 Tran
Hung Dao,
Cua Nam Ward Hoan Kiem District,
(Hanoi) Vietnam
Phone +84 4 3914 2900
EUROPE
Austria
Tech Mahindra Limited
Albert Hall
Albertgasse 35
Vienna 1080
Belgium
Tech Mahindra Limited
Sirius Building. Avenue du Bourget 3,
1140 Brussels
Tech Mahindra Limited
Stationsstraat 55 (4th floor)
2800 Mechelen, Belgium
Tech Mahindra Ltd
Building ARTEMIS, Rue de Bordeaux,
50, 6040 Jumet (Charleroi)
Tech Mahindra Network services (LCC)
Weihoek 1-3, 1930 Zaventhem (Belgium)
Czech Republic
Tech Mahindra Limited
28, Rijna 3346/91 Ostrava-mestro
Ostrava, 70200
Czech Republic
Tech Mahindra Limited
Staromestske Namesti No.84, Mlada
Boleslav,
Czech Republic
Denmark
Tech Mahindra Limited
Oce No: 214, Lautruphoej 1-3, Ballerup,
Copenhagen, 2750, Denmark.
Finland
Tech Mahindra Limited
LindstromHouse , Lautatarhankatu 6,
00580
Helsinki, Finland
France
Tech Mahindra Limited
17, Avenue George V, 75008 Paris
Tech Mahindra Limited
LES Ailes, DE I Europe
BAT Omega 22, Boulevard Deodat De
Serverac 31170 Toulouse, Colomiers,
France
332
Germany
Tech Mahindra GmbH
Channel 2, EG West, Harburger
Schloßstraße 24,
21079, Hamburg, Germany
Phone +49 40 44360652, +49 40
74360291
Tech Mahindra GmbH
Libra Haus - Borsigstraße20 65205,
Wiesbaden, Germany
Phone +49 612 250731-0
Tech Mahindra GmbH
Alessandro-Volta-Straße 20 – 26
38440,
Wolfsburg, Germany
Phone-49 536189860628
Tech Mahindra GmbH
Hansastern C, 1st Floor, Fritz-
Vomfeldestraße 8,
40547 Düsseldorf, Germany
Phone-+49 (0) 211 205 408 18
Tech Mahindra GmbH
88 North, Riesstrasse 20 80992,
Munich. Germany
Oce Phone: +49 (0) 89 542 2540 06
Tech Mahindra BPS
HansaHaus, Grimmaische StraBe 13-15,
in 04109 Leipzig, Germany
Tech Mahindra BPS
Washinton Str, 16/16A, Dresden,
Germany
Hungary
Tech Mahindra Limited
Capital Square Oce Building, 7th Floor,
Tower – 6 76, Váci Ut, HU-1133,
Budapest,
Hungary
Tech Mahindra Limited
Capital Square Oce Building, 2nd
Floor,
Tower – V, 76, Váci Ut, HU-1133
Budapest, Hungary
Ireland
Tech Mahindra Business Services
Limited
Ground & 1st Floor, Block A, IDA
Business & Technology Park, Waterford,
Ireland
Tech Mahindra Ltd
1st foor, Riverside Two, 43/49 sir John
Rogerson’s
Quay, Dublin 2, Republic of Ireland
Italy
Tech Mahindra Ltd
Italian Branch
Via A. Brocchi - Località Castelletto
20019 Settimo Milanese (MI) – Italy
Luxemburg
Tech Mahindra Limited
Luxembourg 5, Rue Helenha,
2nd Floor Senningberg L-1736
Netherlands
Tech Mahindra Limited
Maanplein 20,
Gebouw 8 [TP8]
2516 CK (Den Haag)
Netherlands
Phone +31 70 3047700
Norway
Tech Mahindra Limited
Technopolis Fornebu, Martin Linges Vel
25, No.1364, Fornebu, Oslo, Norway
Phone: +47 678 27 272
Tech Mahindra Ltd
Jonsvannsveien 140, 7050 Trondheim,
Norway
Tech Mahindra Ltd
Felleskjøpet (FKA) Bromstadveien 57,
7005 Trondheim,
Norway
Tech Mahindra Ltd
Dora DC Maskinistgt.1. 7042 Trondheim,
Norway
Poland
Tech Mahindra Limited
Harfowa Street 11/31, Warsaw, Poland
Russia
Tech Mahindra Limited
Embankment tower 4/5th floors
Presnenskaya nab 10
Moscow 123112
Romania
Tech Mahindra Limited
Bucureseti, Sector 2, Str General C,
Budisteanu, Nr 28 C,
Etaj 3 Camera 10, 010775, Bucharesti,
Romania
Slovakia
Tech Mahindra Limited
Bratislava city centre, Karadzicova 8/A,
Bratislava 82108, Slovakia
Spain
Tech Mahindra Limited
C/ Estrella Denebola 8,
2 Planta 28045 Madrid
Tech Mahindra Limited
Floor1, Avenida Paisos Catalans 34-36-
38, Esplugues De llobregat 8950,
Barcelona Spain
Sweden
Tech Mahindra Limited
Waterfront Building Stockholm
Klarabergsviadukten 63
Stockholm, Sweden.
Tech Mahindra Limited
Sorredsbacken 20,
Goteborg – 41878, Sweden
Phone +46 463159687
Switzerland
Tech Mahindra Limited
Ambassador House
Thurgauerstrasse 101a
Opfikon Zurich 81552
Annual Report 2019-20
333
Global Presence
Tech Mahindra Limited
Aeschenvorstadt 714051,
Basel Switzerland
Phone +41 (0)612254246
United Kingdom
Tech Mahindra Limited
401 Grafton Gate East, Milton Keynes
MK9 1AT, United Kingdom
Phone: + 44 01908 55 3400
Tech Mahindra Limited
Regus, Bristol Aztec Center,
The Quadrant, Almondsbury
Bristol, BS 32 4QA.
Tech Mahindra Limited
6th Floor, Capital House
Queen Street, BELFAST
BT1 6GF 02890446530
Tech Mahindra Limited
63, Queen Victoria Street, EC4N 4UA
(London)
United Kingdom
Phone +44 (0)1908 456100
Tech Mahindra Limited
Room W1-06, Columba house, Adastral
Park,
Ipswich, IP5 3 RE.UK
Tech Mahindra Limited
Suite C on the 1st foor, (South wing) of
Laser
house, waterfront quay, Salford quays,
Traord
road, Salford, Greater Manchester
Tech Mahindra Limited
(old MES) Metasi House, DSP House,
west street Crewe Cheshire CW1 3PA.
MEA
Bahrain
Tech Mahindra Limited
Gulf Business Centre, Business Centre
Management International Ltd
Executive suite PO Box No.3282,
Manama, Bahrain.
Qatar
Tech Mahindra Limited
Oce Nos. 4306, 4301
Floor-43, Palm Tower-B, West Bay,
Doha, Qatar Phone: + 974 40 126 7675
Saudi Arabia
Tech Mahindra Limited
Al Mizaan Tower, 2nd Floor, O No.4,
Olaya Main Road, Riyadh-KSA
South Africa
Tech Mahindra South Africa PTY
Limited
Block C, The Link, Ground Floor,
676 on Gallagher, Cnr Old Pretoria Road
and James Crescent, Midrand - 1686,
South Africa
Tech Mahindra Limited
Portion 10th floor – Oce Towers,
Cnr. Rivonia Road & 5th street,
Sandton City Mall, Sandton 2196.
Johannesburg, South Africa
Tanzania
Tech Mahindra Limited
No.273/34, Winding Ave. Oyster Bay
P.O. Box No.105796.
Turkey
Tech Mahindra Limited
Palladium Ofis Ve Residence Binasi,
Barbaros Mahallesi Halk Caddesi,
No.8/A, Kat 2-3 Atasehir, Istanbul,
Turkey..
Mauritius
Tech Mahindra Limited
6th Floor, Tower A,
1 Cybercity Ebene Mauritius
Rwanda
Tech Mahindra Limited
Boulevard de l’Umuganda, Aurore
Building, Kacyiru, P.O. Box 1902, Kigali,
Rwanda
Senegal
Tech Mahindra Limited
29, Avenue Pastrur, Dakar, Senegal
Uganda
Tech Mahindra Limited
1st Floor, NIC Building 3,
Pilkington Road,
Kampala, Uganda
Ethiopia
Tech Mahindra Limited
Millinium Building, Bole,
Addis Ababa Ethiopia
Tech Mahindra Limited
Kirkos Sub City, Kebele / Wereda 06
House No 119, ADDIS ABABA
United Arab Emirates
Tech Mahindra Limited
Oce Nos. 1401, 1408 & 1409, 2205,
2206, 2207 Shatha Tower,
Dubai Media City, Dubai
United Arab Emirates
Tech Mahindra Limited
832, 6WB/West Wing,
Dubai Airport Free Zone
(DAFZA) Dubai,
United Arab Emirates
Tech Mahindra Limited
Unit No.1001, 10th Floor,
Al Fara’a Corporate Tower, Abu Dhabi.
United Arab Emirates
UNITED STATES OF AMERICA
Tech Mahindra (Americas) Inc.,
500 Hills Drive, Suite 200A Bedminster,
New Jersey, USA 07921
Tech Mahindra (Americas) Inc.,
200B Meadowlands Pkwy, Secaucus
(New Jersey) 07094, USA
Tech Mahindra (Americas) Inc.,
111 8th Avenue, Suite 236,
NY 10011 USA
334
Tech Mahindra (Americas) Inc.,
100 Crossways Park, Suite 111
Woodbury, NY 11797 USA
Tech Mahindra (Americas) Inc.,
200, West Prospect Avenue, Suite 701,
Cleveland, (Ohio) 44113, USA
Tech Mahindra (Americas) Inc.,
2342 Technology Drive O'Fallon,
(Missouri), 63368 USA
Tech Mahindra (Pininfarina)
501 Brickell Key Drive, Suite 200, Miami,
(Florida) 33131 USA
Tech Mahindra (HCI)
6440 Southpoint Parkway, Suite 300,
Jacksonville (Florida) 32216 USA
Tech Mahindra (Americas) Inc.,
4445 Lake Forest Place, Suite 163,
Blue Ash, (Ohio) 45242, USA
Tech Mahindra (Americas) Inc.,
20700 Civic Center Drive Suite 115
Southfield, (Michigan) 48076, USA
Tech Mahindra (Americas) Inc.,
3320, Westrac Drive, Fargo Suite E
(North Dakota) 58103 USA
Tech Mahindra (Americas) Inc.,
10 N, Martingale Road, Suite No 400,
Schaumburg, (Illinois) 60173, USA
Tech Mahindra (Americas) Inc.,
1735, Technology Drive, Suite No. 575,
San Jose, (California) 95110,
Tech Mahindra (Americas) Inc.,
Central Park Plaza, 222 South 15th
Street,
8th Floor Omaha, (Nebraska) 68102,
USA
Tech Mahindra (Americas) Inc.,
100 Pacifica, Suite 310,
Irvine (California)
92618 – USA
Tech Mahindra (Americas) Inc.,
334, Ella Grasso, Air Exchange Building,
Windsor Locks, (Connecticut) 06096,
USA
Tech Mahindra (Americas) Inc.,
111 8th Avenue, Suite 236,
(New York) 10011 – USA
Tech Mahindra (Americas) Inc.
100 Crossways Park, Suite 111,
Woodbury, NY 11797 - USA
Tech Mahindra (Americas) Inc.
950 Bannock Street, Suite 1100 Boise
(Idaho) 83702 - USA
Tech Mahindra (Americas) Inc.,
15809, Suite 400 & 410 Riverpark,
Bear Creek, Parkway Redmond 98052,
(Washington) USA
Tech Mahindra (Americas) Inc.,
15809, Suite 310, Riverpark,
Bear Creek Parkway
Redmond 98052,
(Washington) USA
Tech Mahindra (Americas) Inc.,
North West Tech Center (A2 Building)
6801, 185th Avenue NE,
Suite 100, Redmond 98052
(Washington) USA
Tech Mahindra (Americas) Inc.,
2211 Norfolk, Suite 380 Houston,
Texas 77098. USA
Tech Mahindra (Americas) Inc.,
4965, Preston Park Boulevard,
Suite 500, Plano (Texas) 75093, USA
Phone: +1 214-974-9907
Tech Mahindra (Americas) Inc.,
2001, 6th Avenue, Suite 300,
Seattle, (Washington) 98121 - USA
Tech Mahindra (Americas) Inc.,
3655 North Point Parkway, Suite 675,
Alpharetta (Georgia) 30005 – USA
Tech Mahindra (Americas) Inc.,
6092, Stewart Avenue - Fremont
California 94538, USA
Tech Mahindra (Americas) Inc.,
5700 Democracy Drive, Suite 2000
Plano (Texas) 75024 USA
Tech Mahindra (Americas) Inc.,
841 Apollo Street,
Suite 370, El Segundo
(California) 90245 USA
Tech Mahindra (Americas) Inc.,
25329 Budde Rd, Suite 820
The Woodlands (Texas) 77380 USA
Tech Mahindra (Americas) Inc.,
6400 South Fiddlers Green Circle,
Suite 450 Greenwood Village
(Colorado) 80111 USA
Tech Mahindra (Americas) Inc.,
10815, Rancho Bernardo Rd,
Suite 270, San Diego,
(California) 92127 USA
Tech Mahindra (Americas) Inc.,
21350 Pacific Blvd, Sterling VA
20166 USA
Tech Mahindra (Americas) Inc.,
200 North Warner Road,
Suite 420, King of Prussia (Pennsylvania)
19406 USA
Tech Mahindra (Americas) Inc.,
12980 Foster South Creek
Building 1, Suite 190,
Overland Park (Kansas) 66213 USA
Tech Mahindra (Americas) Inc.,
6653 Pinecrest Drive,
Plano (Texas) 75024 USA
Annual Report 2019-20
335
Global Presence
Tech Mahindra (Mad*Pow)
27 Congress Street, Portsmouth
NH 03801 USA.
Tech Mahindra (Mad*Pow)
179 Lincoln Street, Boston,
MA 02111 USA.
Mexico
Tech Mahindra Limited
Avenida Eugenio Garza Sada #124 F,
Fraccionamiento La Plazuela,
C.P. 20340.
Aguascalientes Mexico
Tech Mahindra Limited
Av. Eje 5 Norte # 990, Edificio F – PB,
Colonia Santa Bárbara,
C.P. 02230 Delegación Azcapotzalco
Ciudad de México, México
Phone: +52 55 4164 3431
Brazil
Tech Mahindra Limited
Av. Maria Coelho Aguiar, 215, Bloco C,
Floor 5 - Jardim Sao Luis Sao Paulo, SP
05804900, Brazil
Tech Mahindra Limited
Praca Pio X, 98 – 11th Floor Downtown,
Rio de Janeiro – RJ Phone: +55 21
3550-3100
Tech Mahindra Limited
Alameda Araguaia, 2044 - Tambore,
Barueri – SP, Brazil, Tour 1 – 8º.
Floor - Rooms 808/809.
Zip Code: 06455-000
Canada
Tech Mahindra Limited
40 King St. West, WeWork 41st Floor
Toronto, ON, M5H 3Y2 Canada
Tech Mahindra Limited
100, Consilium Place, Suite - 200,
Scarborough Toronto, ON - M1H3E3,
Canada
Tech Mahindra Limited
720 Coverdale Road, Unit A010,
Riverview Place, Riverview,
Moncton (New Brunswick) E1B3L8
Canada +1 560 687 24311
Tech Mahindra Limited
2985 Virtual Way, Suite 130, Vancouver,
British Columbia. Canada V5M4X7
Colombia
Tech Mahindra
Wework Calle 26 #92-32 Gold 2 Bogota
DC 110911
336
Global Presence
Helping clients across
sectors, to prepare for a
new era of digital business,
we apply cutting-edge
technology and extensive
industry knowledge.
Tech Mahindra Limited
Registered Oce:
Gateway Building, Apollo Bunder,
Mumbai 400 001 (Maharashtra) INDIA.
Corporate Oce:
Plot No. 1, Phase - III,
Rajiv Gandhi Infotech Park,
Hinjewadi, Pune 411 057,
(Maharashtra) INDIA.
Tel: +91 20 4225 0000
www.techmahindra.com
investor[email protected]
