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Updated:19 Jul, 2019, 11:04 AM IST

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Updated:19 Jul, 2019, 11:09 AM IST

DIRECTORS' REPORT

Dear Members,

Your Directors are pleased to present their 53rd Annual Report together with the Audited Financial Statements, Directors Report and Annexures for the year ended 31st March 2016.

In the preparation of financial statements, no treatment different from that prescribed in the Accounting Standards has been followed.

On standalone basis, during the financial year 2015–16, your Company recorded total income of Rs. 1,292.73 Crores comprising Income from Software Development and Allied Services of Rs. 1,169.65 Crores, Sale of license for software applications Rs. 63.47 Crores and Other income of Rs. 59.61 Crores. The Company recorded a net profit of Rs. 234.25 Crores reflecting an increase of approximately 28%.

On consolidated basis, your Company has maintained  growth with total income of Rs. 3,022.59 Crores  comprising Income from Software Development and Allied Services of Rs. 2,714.28 Crores, Sale of licenses for software applications including products Rs. 249.99  Crores and Other income of Rs. 58.33 Crores. The  Consolidated Net profit was Rs. 309.15 Crores reflecting growth of approximately 17%.

There are no material changes and commitments,   affecting the financial position of the company which  have occurred between the end of the financial year on 31st March, 2016 to which the financial statements relate and the date of the report.

BUSINESS UPDATE AND STATE OF  COMPANY'S AFFAIRS

Digital continues to dominate conversations and discussions across global enterprises. The sphere of  influence and implementation of digital technologies like cloud, mobility, social media and big data analytics is on an upward adoption trend. Transformation of IT is rapidly becoming enabled through digital. According to Gartner's estimates*, 1,25,000 large organizations will launch digital initiatives and CEOs expect their digital revenues to in increase to more than 20 % by 2020. As  per IDC industry predictions enterprises creating advanced digital transformation initiatives will double  from 22 % to almost 50 % by 2020.

The worldwide IT–BPM spend through 2015 saw a growth of 0.4 percent amounting to USD 1.2 trillion. The growth rate of 3 percent over 2014, was largely  contributed by analytics services having created increased focus and demand. The other significant  growth driver was the verticalised offerings of horizontal services. Global ecommerce industry  reported a positive growth of 11.5 % standing at USD  1.7 trillion.

By 2025, digital technology will rise to USD 4 trillion,  forming the major pie of the overall global enterprise technology market. Jobs will be created across new  platforms and applications. One of the interesting changes running through new and emerging trends is the fact that technology consumption is increasingly consumer led, as demand for wearables, smarter devices, mobility, 24x7 connectivity sees momentum. Another new entrant to this mix are governments and related civic bodies that are adopting technology  platforms to build enhanced citizen services.

Your company has taken the lead, staying well ahead of  the curve by leveraging all these new growth  opportunities. Your company has maintained its steady  growth trend amidst the volatile global and local  geopolitical economic trends with year ended revenues reported at Rs. 3,022.59 Crores, a growth of 13 % over  the previous year's revenues of Rs. 2,682.73 Crores.

The profits after tax were at Rs. 309.15 Crores, marking  an 17% increase over the previous year's PAT at  264.59 Crores on a consolidated basis  Further, the Company has reported revenue of Rs.  1,292.74 Crores, a growth of 17% over the previous year's revenues of Rs. 1,100.73 Crores. The profits  after tax were at Rs. 234.25 Crores, marking an 28%  increase over the previous year's PAT at 183.11 Crores on standalone basis.

Your company retains its reputation and position as a consistent performer.  Digital is a way of working and not only an enabler;  there is a conscious shift across multiple enterprises from varied sectors into exploring new ways in which  digital IT can help achieve faster results. There is equal  emphasis on automation, new algorithms bringing disjoint aspects together with a digital thread and IoT led processes. The rest of this decade will change the way we interpret, implement and internalize digital  technologies. In contrast to the flat global spend trends,  the outsourcing services segment continued on a growth path reporting a growth of 8.5 percent,  estimated at USD 162–166 billion. India retained the top  spot as the leading destination for outsourcing  services, commanding 56 % share globally.

While, our core application led and infrastructure business has seen sustained growth in both innovation  and new skills training across new and existing customer engagements, our digital and ecommerce thrust have become significant contributors. We have been able to retain a distinct competitive market  position due to this approach year on year. Some of the  partnerships and initiatives were lauded by industry leading analysts as well as a larger universe of media  and the industry.

We continued performing and focusing across our key industry verticals–– Manufacturing, Retail, Banking, Financial Services and Insurance. Investments made in new senior talent and digital technologies proved successful. While, we continue to build our core skills and capabilities across application development, testing, support, modernization; our focus on  strengthening our enterprise applications business led  by Oracle and SAP continued to grow. We invested in developing new platforms for increased and collaborative knowledge sharing through our DevOps  and Agile CoE, Oracle Cloud Lab and the Oracle Exalytics Lab. Our flagship service in the area of social listening and analytics, the Zen Social was well accepted by customers who enjoyed the value addition it brought to their customer engagement models.  Zensar was included as a niche player in Gartner's

Magic Quadrant for 'Data Centre Outsourcing and Infrastructure Utility Services' in North America. Hybrid IT and IMS Cloud will continue to drive revenues, with  the leading differentiator being Zensar's cutting edge  Automation IP key. The Multi–Vendor support (MVS)  services continued to deliver results across critical  needs of customers worldwide.

Building and strengthening key partnerships has been  a continued focus, including Oracle, SAP, Microsoft,  and SFDC, enabling us to keep abreast with industry needs and demands. Your company is an Oracle Platinum Partner with a strong and comprehensive portfolio of Oracle services and solutions. Oracle has been putting all its energies on its Cloud business as part of its changing enterprise IT strategy. Your company tapped into this potential early on, with  increased expertise being developed and the setting up  of the Oracle Cloud Lab in Pune, to aid customers in  leveraging the benefits of the entire portfolio.

Digital commerce was a stellar addition to our overall revenue mix. Our acquisition of Professional Access (PA), a leading commerce specialist, Oracle ATG and

Endeca partner resulted in significant additions through new customers, across retail and ecommerce space. We remain one of the largest Oracle Commerce  practices globally giving us pride of place.

The US region was a significant market in terms of the businesses won and the extension in current customer engagements. Our commerce and digital offerings saw multiple successes as this region continues to be one of  the leading digital led enterprise IT transformation. Europe performed better than the earlier years with some key additions in existing customers as well as new logos that are large in size and reputation. South Africa operations expanded, with considerable enhancement in the kind of work being done and the  level on engagement with existing customers.

Your company has continued its consistent performance, earning worthwhile mentions for its robust strategy and deep set customer relationships  from analysts and other influencers. (*Reference URL:  <http://www.forbes.com/sites/gilpress/2015/12/06/6–>  predictions–about–the–future–of–digital–  transformation/#22142e5f25b4)

EXTRACT OF ANNUAL RETURN

Details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A".

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 6 (Six) meetings of the Board of Directors were held, details of which are set  out in the Corporate Governance Report which forms a part of this Report.

BOARD COMMITTEES

Detailed composition of the Board committees namely

Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Banking Committee number of meetings held during  the year under review and other related details are set out in the Corporate Governance Report which forms a part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

The Directors confirm that –

a) in the preparation of the annual accounts for the  financial year ended 31st March, 2016, the  applicable accounting standards have been followed and there were no material departures;

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state  of affairs of the company at the end of the financial year as at 31st March, 2016 and of the profit and  loss of the company for that period;

c) the directors have taken proper and sufficient care  for the maintenance of adequate accounting  records in accordance with the provisions of this Act for safeguarding the assets of the company and for  preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors, have laid down internal financial  controls to be followed by the company and that  such internal financial controls are adequate and were operating effectively.

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

STATEMENT ON DECLARATION OF INDEPENDENT DIRECTORS.

The Company has received declaration from each of  the Independent Directors under Section 149 (6) and (7) of the Companies Act, 2013 and Regulation 25 of  SEBI (Listing Obligations and Disclosure  Requirements) Regulations 2015

P E CU N I AR Y R E LATI ON SH I P OR  TRANSACTIONS OF THE NON­EXECUTIVE DIRECTORS AND  DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the non­executive Directors vis–a–vis the company, along with  criteria for such payments and disclosures on the  remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report and Form MGT 9 which forms a part of this Report.

NOMINATION &REMUNERATION POLICY

The Company's policy on Directors' appointment and remuneration, including criteria for determining  qualifications, positive attributes, independence of a Director and other matters provided under Section 178 (3) is enclosed with this Report as Annexure B.

EXPLANATION AND COMMENTS ON  AUDITOR'S AND SECRETARIAL AUDIT REPORT

There is no qualification, disclaimer, reservation or   adverse remark made by the Statutory Auditors in the  Auditors' Report.

Further, there is no qualification, disclaimer,  reservation or adverse remark made by the Company  Secretary in practice in the Secretarial Audit Report

PARTICULARS OF LOANS, GUARANTEES  OR INVESTMENTS

The full particulars of the loans granted are mentioned in the Note No. 15 and 28 of Notes to the financial statement pursuant to Section 186 (4) read with Companies (Meetings of Board and its Powers) Rules, 2014. The purpose for granting the loan was to meet the gap in working capital.

The details of guarantee given and security provided by  the Company for Zensar Technologies Inc, USA are  stated in Note No 31 of Notes to the financial statement. The said security was provided for securing borrowing availed of for acquisition.  Full particulars of investments made are stated in Note No. 13 and Note No. 16 in the Notes to Accounts.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into  during the financial year were on an arm's length basis and were in the ordinary course of business.

All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are repetitive in nature. The actual transactions entered into pursuant to the omnibus  approval so granted are placed at quarterly meetings of the Audit Committee.

The Company has formulated a policy on related party transactions. This policy as approved by the Board is  uploaded on the Company's website on the below link:  <http://www.zensar.com/sites/all/themes/zensar/pdf/In>  vestors/Policy%20on%20Related%20Party%20Trans actions.pdf

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 140.00 Crore to General Reserve.

DIVIDEND

Your Company had reported satisfactory profit levels in the first three quarters of the current financial year. In keeping with the Company's tradition of rewarding the Members, 1st Interim dividend of Rs. 5.00/– per share aggregating to Rs. 22.31 Crores was paid in the month February, 2016 and of 2nd interim dividend of Rs. 7.00/– per share aggregating to Rs. 31.24 Crores was paid in the month of March 2016.

M A T E R I A L C H A N G E S A N D COMMITMENTS, IF ANY AFFECTING THE  FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments,   affecting the financial position of the Company which have occurred between the end of the financial year on 31st March, 2016 to which the financial statements relate and the date of this report.

C O N S E R VATI O N O F E N E R G Y, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Particulars prescribed under Section 134 (3)(m) of The Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 in respect of technology absorption are set out in "Annexure C" to this report.  Particulars regarding Foreign Exchange earnings and  outgo during the year are given in Note No. 35 and Note  No. 36 of the Notes to the Financial Statement  respectively. Particulars regarding R & D expenditure during the year are given in Note No. 40 of the Notes to the Financial Statement.

RISK MANAGEMENT

A detailed report on Risk Management is included in Management Discussion and Analysis which forms part of this Report. The report clearly states development and implementation of a risk management policy for the company including  identification therein of elements of risks along with a risk mitigation plan.

CORPORATE SOCIAL RESPONSIBILITY

Zensar Foundation, an independent trust operating under Zensar Technologies, leads the company's social outreach programs and is committed to  improving the overall wellbeing of slum communities in  the cities where Zensar is located. Its work is focused on Urban Slum Community Development; Digital  Literacy Employability Enhancement and Environment Sustenance. The commitment to volunteering remains  high and in fact the entire volunteering program  underwent a strategic shift such that the Foundation is  investing in facilitation of active citizenship and the ability of each individual to make change happen.

Zensar is proud to say that over 11% of its employees in India have volunteered their time, in the year under  review. Details about the CSR policy and CSR initiatives undertaken during the year are annexed  herewith as "Annexure D" and uploaded on the website of the Company on the link below.

<http://www.zensar.com/about–us/csr/csr–policy>

A few of the highlights in the areas of Community Development, Digital Literacy, Employability Enhancement and Environment sustenance are:

• Investment for the community: Zensar Foundation has made its first foray into a village, with a Digital Literacy center being set up in Sudumbre Village in  the outskirts of Pune. This year also saw the 'adoption' of six Municipal Schools in Pune and Hyderabad, with work being initiated within these schools for overall school transformation. This is in partnership with the respective Municipal Corporations. The Foundation invested in the  setting up water purifiers, digital centers, science lab, library and additional classrooms as required. In addition, renovation of the Anganwadi in Ambedkar  Vasti slum community was carried out and the

Foundation also created a community development center in Chandan Nagar.

• Expansion of National Digital Literacy Mission (NDLM) centers: The vertical of Digital Literacy  came into its own with the Foundation committing to a total of eight Digital Literacy Centres in and around  Pune and Hyderabad. Three of these centers are mobile Digital Literacy buses, undertaken in a public–private partnership mode and pioneering a  new model for Digital Literacy.

• The Employability Skills Development program has expanded significantly. Under it over 1500 students  from Tier 2 and Tier 3 colleges in Maharashtra (Engineering, MCA, BCA, BSc and MSc streams)  were trained. In addition, livelihood generation  programs in the areas of Tailoring, Data Entry,  Administrative Assistant, Retail assistant etc. were undertaken for the benefit of underprivileged  communities.

• Environment Sustenance: The 2–acre Biodiversity

Park which was developed by Zensar Foundation in September 2012 in partnership with the PMC, is maintained actively. The enthusiastic volunteers of  ZenViro (Zensar's volunteers who work towards  environment sustenance) have developed a terrace  garden in Gachbowli school, Hyderabad and the Late Hambirao Moze school, Pune. Zensar  Foundation has participated actively in the Swachh  Bharat mission.

The Company was required to spend Rs. 4.67 Crores  towards CSR activities out of which Rs. 4.62 Crores  was spent. Delay in implementation of one project has  resulted in underspent of Rs. 0.05 Crores. The  Company has evaluated appropriate programmes and projects to scale up in the chosen areas of CSR spends during the year 2016–17.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Sandeep Kishore, Managing Director was designated as Key Managerial  Personnel in addition to the existing Key Managerial Persons of the Company namely Dr. Ganesh Natarajan, Vice Chairman and Managing Director, Mr. S. Balasubramaniam, CFO and Mr. Nilesh Limaye, Company Secretary within the meaning of Section  203 of the Companies Act, 2013.

During the year 2015–16 following changes have occurred in the Directorships:

1. Mr. Sudip Nandy was appointed as Director with  effect from 15th July, 2015

2. Mr. John Levack, Nominee Director of Electra  Partners Mauritius Ltd resigned with effect from 9th  October, 2015.

3. Mr. Shashank Singh was appointed as Director with  effect from 20th October, 2015 as a Nominee  Director of Marina Holdco (FPI) Ltd

4. Dr. Ganesh Natarajan's term of office ends on 30th April, 2016. Dr. Ganesh Natarajan handed over his  responsibilities as Managing Director and CEO to Mr. Sandeep Kishore on 12th January, 2016 Mr. Sandeep Kishore was appointed as Managing  Director and CEO with effect from that date.

5. During the year, Mr. P. K. Choksey passed away on 26th December, 2015 and consequently ceased to  be a Director on that date. The Board records its  deep appreciation of the services rendered by  Mr. P. K. Choksey during his tenure of 35 years as a  Director.

In accordance with the provisions of Companies Act,  2013 and Memorandum and Articles of Association of  the Company, Mr. Arvind Agrawal, Non–executive Non Independent Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.  Brief particulars of Mr. Arvind Agrawal, his expertise in  various functional areas are given in the Notice convening the Annual General Meeting. The Board of Directors recommends the re–appointment of  Mr. Arvind Agrawal as mentioned above. SUBSIDIARY COMPANIES

Your Company along with subsidiaries provides  software solutions and services globally. A Report on  the performance and financial position of each of the subsidiaries pursuant to Rule 8 (1) and Form AOC 1 read with Rule 5 of Companies (Accounts) Rules, 2014  is annexed as Annexure E and forms a part of this Report.

Further, during the year under review, there was no  change in Subsidiaries

Dr. Ganesh Natarajan, Vice Chairman and Managing Director and Mr. Sandeep Kishore, Managing Director  and CEO have not received any commission during the  year from the Company nor any of its subsidiary companies.

The Company has framed policy for determining  material subsidiaries as per requirement of explanation to Regulation 16 (1) (c) in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with  earlier Clause 49 of the Listing Agreement and has  uploaded the same on website and link for the same is  as below:  <http://www.zensar.com/sites/all/themes/zensar/pdf/In>

vestors/Zensar%20Policy%20for%20determining%20 material%20subsidiaries.pdf

Stand–alone Financial Statements and Consolidated Financial Statements of your Company along with its subsidiaries, prepared in accordance with the relevant Accounting Standards issued by The Institute of Chartered Accountants of India, forms a part of this Annual Report.

DEPOSITS

The Company has not accepted Deposits under  Chapter V of the Companies Act, 2013.

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

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

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in  the nature of the business.

INTERNAL FINANCIAL CONTROL

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis which forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Audit Committee's terms of reference inter alia include vigil mechanism which also incorporates a  whistle blower policy in terms of Section 177 (10) of the Companies Act, 2013 and Regulation 4, 22 of SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 read with earlier Clause 49 of the Listing Agreement. The Company has adopted whistle blower policy in the meeting of Board of Directors held on 24th July, 2014. The whistle blower mechanism  provides for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Company's Code of Governance and Ethics. The whistle blower policy is uploaded on the website of the Company on the link below.

<http://www.zensar.com/sites/all/themes/zensar/pdf/In> vestors/Model_Whistle_blower_policy.pdf

INTER SE RELATIONSHIPS BETWEEN  THE DIRECTORS

There are no relationships between the Directors inter  se.

FAMILIARISATION PROGRAMMES FOR  INDEPENDENT DIRECTORS

The Company has Familiarisation programmes and the  details of it have been uploaded on the website of the  Company on the link below:

<http://www.zensar.com/sites/all/themes/zensar/pdf/In> vestors/FAMILIARISATION%20PROGRAMMES%20 FOR%20INDEPENDENT%20DIRECTORS.pdf

FORMAL ANNUAL EVALUATION OF  BOARD AND ITS COMMITTEES

Pursuant to provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing  Agreement and Disclosure Requirements) Regulations 2015 read with earlier clause 49 of the Listing Agreement, the Nomination and Remuneration Committee laid down a criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and Committees of the Board namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Banking

Committee and Corporate Social Responsibility Committee. The Board approved the criteria laid down by Nomination and Remuneration Committee for evaluating Board effectiveness and engaged a third party agency to conduct Board effectiveness survey during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis in terms of Regulation 34 of SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 forms a part of this Report and is annexed to this Report as "Annexure G".

AUDITORS

Statutory Auditor:

M/s Price Waterhouse, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re–appointment.

They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed  there under for reappointment as Statutory Auditors of the Company. The Statutory Auditors have also  confirmed that they hold a valid certificate issued by the

Peer Review Board of the Institute of Chartered Accountants of India.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 201 3 and The Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Board had appointed M/s SVD & Associates, a firm of Company Secretaries in  Practice to undertake the Secretarial Audit of the  Company. The Report of the Secretarial Audit in Form MR – 3 is annexed herewith as "Annexure H".

The Board has reappointed M/s SVD & Associates, a  firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial  year 2016–17.

Internal Auditors

The Board had appointed Ernst and Young LLP as Internal Auditors for the financial year 2015–16 under Section 138 of the Companies Act, 2013 and they have completed the internal audit as per scope given by the Audit Committee for the financial year 2015–16.

The Board has reappointed Ernst & Young LLP as  Internal Auditors for the financial year 2016–17.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best–of–the–breed practices as far as corporate governance standards are concerned. Your Company  has complied with regulations provided in clause 49 of the Listing Agreement it has entered into with the stock  exchanges. The compliance report on the various requirements under the said clause along with the   practicing Company Secretary's certification thereof is  provided in the corporate governance section of this report at "Annexure I"  

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" (2002 ESOS) and "2006 Employees Stock Option Scheme" (2006 ESOS) for granting term based and performance based Stock Options to employees and these schemes are being implemented as specified by Securities Exchange Board of India in this regard.

In the financial year 2015–16, 63,412 equity shares were allotted under "2002 Employees Stock Option Scheme" and 2,41,242 equity shares were allotted under "2006 Employees Stock Option Scheme". The Disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 read with Clause 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 in this respect are stated in "Annexure J" to this report.

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed with this report as "Annexure K".

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti–Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints. The following is the summary of complaints received and disposed off

MATERIAL TRANSACTIONS WITH RELATED PARTIES

The Company has not entered in to any transaction with related parties during the year under review which requires reporting in Form AOC 2 in terms of Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) hasissued SEBI (Listing Agreement and Disclosure Requirements) Regulations 2015 (Regulations)with effect from December 1, 2015. As per the Regulations, Company had entered in to Listing Agreement with National Stock Exchange of India Limited and Bombay Stock Exchange Limited during the year.

EMPLOYEE PERFORMANCE AWARD UNIT PLAN 2016.

The Company has launched "Zensar Technologies Limited – Employee Performance Award Unit Plan 2016 (Plan) on which approval of the Members was received by way of Postal Ballot result of which was declared on 22nd March 2016. The Company is at present in the process of making an application for its in principal approval with National Stock Exchange of India Limited and Bombay Stock Exchange Limited. Performance Award Units shall be granted under this Plan on the receipt of in principal approval.

ACKNOWLEDGEMENTS

The Board places on record its appreciation of the contribution of Associates at all levels, customers, business and technology partners, vendors, investors,  Government Authorities and all other stakeholders towards the performance of the Company during the year under review.

For and on behalf of the Board

H.V. Goenka

Chairman

Place: Mumbai

Dated: 22nd April, 2016

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