Home  »  Company  »  Zensar Technologies  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Zensar Technologies Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their 52nd Annual Report together with the Audited Financial Statements, Directors'' Report and Annexures for the year ended 31st March 2015.

FINANCIAL SUMMARY:

The Financial summary is as under:

Standalone

(Rs. in Crores)

Income from operations 1052.45 908.48

Miscellaneous Income 48.27 53.53

Total 1100.72 962.01

Profit Before Taxation 253.45 257.96

Profit After Taxation 183.11 187.22

Proposed Dividend 28.81 26.26

Transfer to General Reserves 100.00 100.00

Consolidated (Rs. in Crores)

Income from operations 2627.68 2315.60

Miscellaneous Income 55.05 49.69

Total 2682.73 2365.29

Profit Before Taxation 365.91 339.86

Profit After Taxation 264.59 237.52

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

On standalone basis, during the financial year 2014-15, your Company recorded total income of Rs. 1,100.72 Crores comprising Income from Software Development and Allied Services of Rs. 1,052.45 Crores, and other income of Rs. 48.27 Crores. The Company recorded a net profit of Rs. 183.11 Crores reflecting a decline of 2%.

On consolidated basis, your Company has maintained growth with Total income of Rs. 2682.73 Crores comprising Income from Software Development and Allied Services of Rs. 2627.68 Crores and other income of Rs. 55.05 Crores. The Consolidated Net profit was Rs. 264.59 Crores reflecting growth of 11.40%.

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, 2015 to which the financial statements relate and the date of the report.

BUSINESS UPDATES AND STATE OF COMPANY''S AFFAIRS

Technology is driving transformation across enterprises with specific initiatives in the area of cloud, social media, analytics and big data analytics. Organizations are looking to find a balance between adopting new technologies like cloud, while managing existing data centres. Disruptive technologies continue to create unique challenges, with enterprises expecting solution partners to manage end to end transformation for them. This is where Zensar plays a pivotal role and remains relevant.

Worldwide IT -BPM spend amounted to USD 2.30 trillion, with India maintaining its edge at 55 percent share. In FY15, the Indian IT-BPM industry is expected to account for revenues of USD 146 billion, which is a 13 percent growth from last year. India retains its place in the spotlight with this industry emerging as the largest and most diverse private sector employer with approximately 3.5 million direct jobs and responsible for 10 million indirect jobs. This sector continues to retain its distinction of being the largest private sector employer in India. This sector is on the growth path due to the global trends driving its relevance and potential.

The industry is fuelling growth and charting successful job opportunities by driving innovation, global learning and enhancing capabilities on a consistent basis. The Indian government has displayed its support to encourage more participation by launching the Digital India and Make in India initiatives. The country is making concerted strides into creating new technology capabilities with accelerated learning in the emerging areas of cloud, big data analytics and digital enterprises. It is this strategy that is helping the country to raise its viability worldwide.

Globally, the world has become a sharing economy wherein both individuals and businesses are working with new and futuristic technologies as well as tools. Technology is driving multiple ways of connecting, doing business and helping meet business outcomes that are clearly defined. The role of IT has taken a different focus as digital becomes omnipresent and this is where we too see business growth and potential.

The year in question was filled with certain volatilities that were a concern area, yet your Company continued to navigate through this business environment to remain focused and achieve its goals. You will be happy to note that your Company steered through and the results speak for themselves. The Company reporting FY15 revenue of Rs. 2627.68 Crores, a growth of 13.5% over the previous year revenue of Rs. 2315.60 Crores. The PAT is at Rs. 264.59 Crores, an 11.4% increase over previous year PAT at Rs. 237.52 Crores. Your Company retains its reputation as a successful leading global IT organization in 2014-2015.

Zensar has made strategic changes to the way it does business in the last few years with the vertical approach. This approach has garnered rewards and the new customer additions indicate that your company is on the right path. It is through these integrated offerings across traditional applications software and cutting edge digital services in the focus verticals, that your Company has seen visible benefits.

One of the winning ways for us has been the focused vertical strategy which Zensar has successfully implemented across all our regions. This approach has helped us focus on building expertise and specific solution capabilities with a clear vision to help customers meet their business objectives each time. Our investments in creating new benchmarks for customer service as well as deepening our expertise has resulted in clear and measurable results. All our efforts towards building new lines of growth and dedicated focus towards emerging areas like DevOps, digital solutions etc. has helped us remain profitable, relevant and on the growth path.

The key vertical areas of focus continue to remain; Manufacturing, Retail, Banking, Financial Services and Insurance. Each of these verticals has been strategically enhanced with leadership, talent and better customer understanding and relationships.

Our foray into developing state-of-the-art social and digital solutions and consulting capabilities will continue to augment our proven expertise in the core areas like Application Development, Support, Maintenance, Testing and Modernisation; Business Process Management; Infrastructure Management; Enterprise Solutions in Oracle and SAP; Business Intelligence and CRM.

All efforts towards strengthening your Company''s Infrastructure Management business, the volume of large deals in this space has helped us keep momentum across regions. Our diverse teams across global operations are well versed to adapt to a customer''s needs and work across processes with a vertical expertise to deliver on results consistently. Your Company will continue to invest all efforts at ramping up skill sets periodically to maintain the talent edge as well ensure that customer centricity remains at the core of every client project, we undertake. We are well equipped to not only help customers manage their overall services but also be the go to Company for end to end infrastructure management requirements.

Managed services is getting attention and your Company is well poised to integrate on premise and managed service with equal success measures. We are well placed in terms of building on the potential of this hugely popular trend.

Your Company enjoys successful and long standing technology partnerships globally with industry leading OEMs like Oracle, Microsoft, SAP and SFDC. These partnerships drive and enhance our technology expertise with singular focus on ensuring that we remain ahead in terms of delivery and variety of options on offer. Our Oracle expertise and Platinum Partnership is robust enabling us to leverage industry focused solutions implemented with visible transformation in the client''s business. Our Oracle expertise is constantly winning recognition across both Oracle and analysts alike. Our strength in the Oracle technology space is further enhanced with a total of more than 2200 experts. Our Oracle advantage is clearly linked towards helping our customers have seamless operations.

Our leadership in the emerging and high growth potential sector of Retail eCommerce is further strengthened by our acquisition of Professional Access. Not only do we enjoy a leverage in terms of talent, but also helps us advance in our proven track record with large scale Oracle implementations in the manufacturing and retail segments.

We continue to demonstrate our industry knowledge in SAP through our Gold Partnership status. We continue to take successful strides in the area of SAP deployments and are acknowledged by SAP with awards and recognitions. Zensar''s preconfigured solutions certified by SAP for select verticals like Dairy, Pharma, Chemical, Retail and Life Sciences continues to create more potential for domestic and other regional led business opportunities. Our customers in this space continue to enjoy the benefits of our HANA centre of excellence.

SMAC is driving enterprise trends across applications. Zensar has built its expertise around these emerging technology trends with enhanced capabilities across all these areas. Today, your Company is well placed to build on these technologies as well as create solutions to serve nice needs of digital enterprises. Our state of the art Social Command Center helps companies across industries listen and gain actionable insights from social media networks which helps customers respond in time to their various stakeholders in real time.

In terms of the region-wise growth, the US continues to perform consistently through last year with significant deals helping our overall profitability. South Africa continued with its stellar performance with the top 5 brands across the financial spectrum like banking and insurance remaining on the growth path. The region is all focused towards making of the new focus areas like retail and mining along with the government vertical too. Its operations in East Africa have helped cover the region more effectively with new potential. While the European region was adversely impacted by volatile economic conditions, your Company continued to have success in significant wins in the UK. India enjoyed sustained growth while building focus on enhanced capabilities and increased focus on talent acquisition and development.

Your Company has continued to be on its profitable path by keeping steadfast focus on key areas of customer- centricity in terms of capability development, talent management and leveraging emerging areas effectively across the diverse regions it operates in. We are poised to take flight towards meeting our 2020 goal clearly and surely.

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, 8 (Eight) 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 mandatory Board Committees namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility 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, 2015, the applicable accounting standards had been followed and there were no material departures;

b) the directors had 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, 2015 and of the profit and loss of the Company for that period;

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

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

e) the directors, had 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 had 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 Clause 49 of the Listing Agreement.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

All pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company, along with criteria for such payments and disclosures on the remuneration of the Directorsalong 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 annexed 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 Auditors'' Report.

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The full particulars of the loans granted are mentioned in the Note Nos. 14 & 27 of Notes to Accounts pursuant to Section 186 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 to Zensar Technologies Inc USA are stated in Note No 31 of Notes to Account. The said security was provided for securing borrowing availed of for acquisition.

Full particulars of investments made are stated in Note No. 12 and Note No. 15 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/media/system/pdf/Investors/Policy%20

on%20Related%20Party%20Transactions.pdf

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 100.00 Crores 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, an interim dividend of Rs. 4.50/- per share aggregating to Rs. 19.78 Crores was paid in the month of February, 2015.

Further, the Directors are pleased to recommend a final Dividend of Rs. 6.50 per share. This together with interim dividend will result in total outflow of Rs. 48.60 Crores plus Dividend Distribution Tax, Surcharge and Cess thereon. The final dividend would be paid to those Members, whose names appear in the Register of Members at the end of business day on 6th July, 2015 and subject to approval of the Members in the ensuing Annual General Meeting.

MATERIAL CHANGES AND 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, 2015 to which the financial statements relate and the date of this report.

CONSERVATION OF ENERGY, 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. 33 and Note No. 34 of Notes to Accounts respectively. Particulars regarding R & D expenditure during the year are given in Note No. 38 of Notes to Accounts.

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 risk mitigation plan.

CORPORATE SOCIAL RESPONSIBILITY

Company takes pride in being a socially responsible business corporation. Zensar Foundation, a trust operating under the Company, leads the company''s social outreach programs and is committed to improving the overall wellbeing of slum communities in the cities where the Company is located. Its work is focussed on Community Development, Employability Enhancement and Environment Sustenance. In keeping with the philosophy that employees are the biggest change agents not only in the technology marketplace but also in society, the management places much emphasis on employee volunteering for CSR activities. Company is proud to say that over 20% 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" to this report.

A few of the highlights in the areas of Community development, Employability enhancement and Environment sustenance are:

* Adoption of a third slum community: Having worked with two slum communities (Chandan Nagar in Pune and Anjaiah Nagar in Hyderabad) over the preceding years and developed a replicable model for the same, Zensar Foundation has invested in a third community in Pune. This community is in Yamuna Nagar which comprises approximately 500 households.

* National Digital Literacy Mission (NDLM): In the year 2014- 15, Zensar Foundation has emerged as a leader amongst corporates in working towards the National Digital Literacy Mission wherein at least one person from every household in India, should be digitally literate by the year 2020. Two NDLM centers have been started in slum communities: one at Hyderabad which was the first in the country to be started by a corporate under the NDLM banner, and the other at Pune. The course has already been delivered to over 500 participants. Zensar volunteers undertook an ''Each One Teach One'' campaign during the National Digital Literacy Week, spending over 20 hours each in training one person per volunteer. There are several other ''firsts'' to Company''s name, including conducting teacher training for Digital Literacy, running batches for Anganwadi workers under the central digital literacy program, etc. and we continue to have ambitious plans in this area in the coming year as well.

* The Employability Skills Development program has expanded significantly. Company launched a program whereby over 800 students from Tier 2 and Tier 3 colleges in Maharashtra and Andhra Pradesh have been imparted both soft skills'' and technical skills'' training, in line with nationally standardized Qualification Packs. Apart from this, several employability programs for vocations such as Tailoring, Retail, Administrative support etc. were initiated for the underprivileged.

* Environment Sustenance: The 2-acre Biodiversity Park which was developed by Zensar Foundation in partnership with the Pune Municipal Corporation (PMC), in Pune in 2012 continues to be maintained actively. The park attracts many visitors daily. New sections such as the extinct plants section and butterfly host plant section have been developed in order to keep the Park relevant and engaging. Other than the Park, Zensar Foundation has participated actively in the Swachh Bharat mission. Swachh Bharat campaigns have been conducted in Hyderabad and Pune by volunteers who have spread public awareness and taught by example through cleaning of public spaces.

These are just a few of the activities undertaken in the year 2014-15. We are proud that it has been an year of immense reinforcement and expansion with the overall scale of operations having more than doubled; leading to an outreach to large beneficiaries per year. Through working in missions such as NDLM and Swachh Bharat and programs such as those of NSDC, Company is also aligning to the national agenda for development. We look forward to further expansion in the coming years in terms of outreach as well as impact.

The Company had an outlay to spend Rs. 394 Lacs during the year 2014-15 on CSR activities. For the year ended 31st March, 2015 Company has spent Rs.156.94 Lacs. As this was the first year of CSR spent under the Companies Act, 2013, the Company was in the process of evaluating appropriate programmes and projects to scale up in the chosen areas of CSR spends. This process has now been completed and the Company intends to increase the CSR spend during the next year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Dr. Ganesh Natarajan, Vice Chairman and Managing Director, Mr. S. Balasubramaniam, Chief Financial Officer and Mr. Nilesh Limaye, Company Secretary were designated as Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013.

Ms. Madhabi Puri Buch was appointed an additional director with effect from 30th September, 2014.

Further, the Board of Directors of the Company appointed Mr. A. T. Vaswani, Mr. P. K. Choksey, Mr. P. K. Mohapatra, Mr. Venkatesh Kasturirangan and Ms. Madhabi Puri Buch as Independent Directors of the Company for a term of five years from 1st April 2015 on the recommendation of Nomination and Remuneration Committee in their meeting held on 19th January, 2015. This appointment of Independent Directors was approved by the Members of the Company by way of Postal Ballot conducted in March 2015.

Further, on the recommendation of Nomination and Remuneration Committee, the Board of Directors had approved the re-appointment of Dr. Ganesh Natarajan as Vice Chairman and Managing Director of the Company with effect from 1st February, 2015 to 30th April, 2016. The Members of the Company also approved the said re-appointment and terms and conditions including remuneration of Dr. Ganesh Natarajan, Vice Chairman and Managing Director by way of Postal Ballot conducted in March, 2015.

In accordance with the provisions of Companies Act, 2013 and Memorandum and Articles of Association of the Company, Mr. H. V. Goenka , Chairman of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

Brief particulars of Mr. H. V. Goenka, 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. H. V. Goenka as mentioned above.

Mr. Niraj Bajaj, Independent Director resigned from the Board of Directors of the Company with effect from 8th January, 2015. The Board while accepting and noting resignation has recorded its sincere appreciation for the valuable guidance, co-operation and patronage received during his tenure as a Director.

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, Zensar Technologies Inc, a wholly owned subsidiary of the Company has acquired Professional Access Limited, a company registered in USA. Zensar Advanced Technologies Limited, a wholly owned subsidiary of the Company incorporated in Japan has ceased to be a subsidiary company pursuant to its liquidation.

The Managing Director has 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 Clause 49 of the Listing Agreement and has uploaded on website and link for the same is as below:

http://www.zensar.com/media/system/pdf/Investors/Zensar%20 Policy%20for%20determining%20material%20subsidiaries.pdf

During the year under review, the Company has purchased business of Professional Access Software Development Pvt. Ltd. and has also established a branch office in Kenya. Company''s wholly owned subsidiary namely Zensar Technologies (UK) Limited has established branch offices in Switzerland and Austria during the year under review.

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.

INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL REMUNERATION) RULES, 2014

1 The ratio of the remuneration of each Please refer"Annexure F- 1" director to the median to this Report for details. remuneration of the employees of the Company for the financial year.

2 The percentage increase in Please refer"Annexure F- 2" remuneration of each director, to this Report or details. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

3 The percentage increase in the median The percentageincrease remuneration ofemployees in the in the median remuneration financial year. in the financial year on India Payroll was 11.78%.* 4 The number of permanent employees 6,350 on the rolls of Company.

5 The explanation on the relationship The profit before tax for between average increase the 2015 on standalone financial year ended 31st March, basis declined by 1.74% in remuneration and Company performance. whereas the average percentage increase in the remuneration of employees on India Payroll excluding Managing Director in the financial year 2014-15 was10.75%. The average increase in remuneration and Company performance are directly related to each other, however it is subject to individual performance, industry trends, economic situation, future growth prospects and possible replacement of employee.

6 Comparison of the remuneration of The profit before tax for the Key Managerial the financial year ended Personnel against the performance 31st March,2015 on of the Company. standalone basis declined by 1.74% whereas the average percentage increase in the remuneration of key managerial personnel in the financial year 2014-15 was 14.23%. The average increase in remuneration and company performance are directly related to each other, however it is subject to individual performance, industry trends, economic situation, future growth prospects and possible replacement of employee.

7 Variations in the market capitalisation 31st 31st of the Company, price March March, earnings ratio as at the closing date ,2014 ,2015 of the current financial year and previous financial year and percentage increase over decrease in the market Market Rs. Rs. quotations of the shares of the rate Capita 2847.55 1639.97 Company in comparison to the rate at lisation Crores Crores which the Company came out with the last public offer in case of listed PE Ratio 10.00 6.88 companies. Market capitalization and increased by 73.63% and 54.94% respectively as compared to last year. % increase in market quotation over last Public issue price: Public issue of equity shares was made in the year 1979 with issue price of Rs. 10.00 per share. The average closing price on BSE and NSE as on 31st March, 2015 was Rs. 642.40 The market price per share has increased by 6324% as on 31st March, 2015. (Subsequent to last public issue of the Shares, there were multiple changes in the capital structure of the Company by way of rights issue, preferential issue, conversion of debentures into equity shares, buy back shares, bonus issue etc, & impact of it has not been considered)

8 Average percentile increase Average percentile increase already made in the salaries already made in the salaries of employees other than the of employees other than the managerial personnel in the last managerial personnel in the financial year and its comparison last financial year is 48th with the percentile increase percentile. The percentile and justification thereof and increase in the in the managerial remuneration managerial remuneration point out if there are any is 50th percentile. exceptional circumstances for increase in the managerial remuneration

9 Comparison of the each remuneration The profit before tax for the of the Key Managerial Personnel against financial year ended 31st March, the performance of the Company. 2015 on standalone basis declined by 1.74%. The increase in remuneration of each of the Key Managerial Personnel is as below:

1. Dr. Ganesh Natarajan, Managing Director : 17.54%

2. Mr. S Balasubramaniam, CFO : 15.15%

3. Mr. Nilesh Limaye, CS:10%

The increase in remuneration and Company performance are directly related to each other however, subject to individual performance, industry trends, economic situation, future growth prospects and possible replacement of employee.

10 The key parameters for any The variable component of variable component of remuneration availed by the remuneration availed by the directors Directors is based on Profit After Tax reported by the Company at the end of each financial year and recommendation of Nomination and remuneration Committee.

11 The ratio of the remuneration Not applicable of the highest paid director to that of the employees who are not directors but receiveremuneration in excess of the highest paid director during the year

12 Affirmation that the remuneration is as per the remuneration The remuneration to policy of the Company. employees of the Company is as per the remuneration policy of the Company. * The percentage increase in the median remuneration of employees has been calculated after excluding Managing Director''s remuneration.

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 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/media/system/pdf/WHISTLE%20BLOW ER%20POLICYpdf

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/media/system/pdf/Investors/FAMILIARI SATION%20PROGRAMMES%20FOR%20INDEPENDENT%20DIRECTORS.pdf

FORMAL ANNUAL EVALUATION OF BOARD AND ITS COMMITTEES

Pursuant to provisions of Section134 of the Companies Act, 2013 and 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 Clause 49 of the Listing Agreement 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 thereunder for re-appointment as Statutory Auditors of the Company. As required under Clause 49 of the Listing Agreement, 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, 2013 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 2015-16.

Internal Auditors

The Board had appointed Ernst and Young LLP as Internal Auditors for the financial year 2014-15 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 2014-15.

The Board has reappointed Ernst & Young LLP as Internal Auditors for the financial year 2015-16.

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 2014-15, 63,854 equity shares were allotted under 2002 Employees Stock Option Scheme" and 495,426 numbers of 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.

Disclosures for the financial year ended 31st March, 2015 regarding 2002 ESOS and 2006 ESOS in terms of Companies (Share Capital and Debentures) Rules, 2014 are as below:

Particulars 2002 ESOS 2006 ESOS

Options Granted Nil 2,45,000

Options vested 1,24,690 4,47,017

Options exercised 63,854 495,426

The total no of shares 63,854 495,426 arisingas a result of exercise of options

Options lapsed/cancelled 6,174 198,304 during the year

Particulars 2002 ESOS 2006 ESOS

The exercise price Exercise Price for Exercise Price each grant is for each grant is differentand decided different and decided by the Nomination by the Nomination and and Remuneration Remuneration Committee as per the Committee as per the Securities and Securities and Exchange Board of Exchange Board of India India (Employees Stock (Employees Stock Option Scheme Option Scheme and and Employees Stock Employees Stock Purchase Scheme) Purchase Scheme) Guidelines, 1999 Guidelines, 1999 prevailing at the prevailing atthe timeof grant. time of grant.

Variation of terms of No variation in the No variation in the options terms of options terms of options during the year during the year under review under review

Money realized by Rs. 51,38,878 Rs. 5,66,17,294 exercise of options

Total no of options 1,24,690 10,67,830 in force

Employee wise details of options granted to:

Key Managerial Personnel No new options were No new options were (KMP) granted to KMPs granted to KMPs during the year during the year under review under review

any other employee who Nil Prameela Kalive receives a grant of -20,000,Prasad options in any one year Deshpande -15,000, of option amounting to Harish Lala - five percent or more of 15,000, Srinivas options granted during palsani-15,000,salary that year Shulman - 15,000, Santosh Panapaliya -15,000, Syed Azfar Hussain-15,000, Chaitanya Rajebahadur -15,000

identified employees Dr. Ganesh --- who were granted option, Natarajan -5,00,000 during any one year, (All of theseoptions equal to or exceeding have been one percent of the exercised) issued capital (excluding out standing warrants and conversions) of the company at the time of grant 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 during the year under review:

Number of complaints received and disposed off One

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.

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 Chairma Place: Mumbai Dated: 28th April, 2015


Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present their 50th Annual Report together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

The Financial Results for the year are as under:

Zensar Technologies Limited

(Rs. Crore)

Year ended Year ended 31st March 31st March 2013 2012

Income from operations 825.07 700.17

Miscellaneous Income 47.24 40.49

Total 872.31 740.66

Profit Before Taxation 170.99 137.22

Profit After Taxation 121.53 94.55

Proposed Dividend 19.61 17.36

Transfer to General Reserves 100.00 80.00

Zensar Technologies and Subsidiaries (Consolidated)

(Rs. Crore)

Year ended Year ended 31st March 31st March 2013 2012

Income from operations 2114.52 1782.48

Miscellaneous Income 17.71 41.80

Total 2132.23 1824.28

Profit Before Taxation & 260.60 236.37 Minority Interest

Profit After Taxation and before Minority Interest 174.53 158.71

Minority Interest 0 0

Profit After Taxation 174.53 158.71

FINANCIAL RESULTS

During the financial year 2012-13, your Company recorded total income of Rs. 872.31 Crore comprising Income from Software Development and Allied Services of Rs. 825.07 Crore, and other income of Rs. 47.24 Crore. The Company recorded a net profit of Rs. 121.53 Crore reflecting a growth of 29%.

On a consolidated basis, your Company has maintained steady growth with Total income of Rs. 2132.23 Crore comprising Income from Software Development and Allied Services of Rs. 2114.52 Crore and other income of Rs. 17.71 Crore. The Consolidated Profit after Taxation was Rs. 174.53 Crore reflecting an increase of 10%.

BUSINESS UPDATE

The volatility in the economic and business environment was a factor that the IT and Business Process Management industry has had to contend with through the recent financial year. Despite the challenges and uncertainty, the industry has managed to sustain its growth trajectory during the year. For FY 2013 the industry is expected to meet the lower end of its growth guidance and at least achieve a double digit growth. Industry association NASSCOM expects the sector''s exports to grow between 12% and 14% in 2013-14 to $ 87 Billion. This prediction is slightly better than the year gone by, which is estimated at $ 75-77 Billion, but there still exists a huge challenge for companies in the year ahead.

In spite of this challenging economic milieu, your Company continued to maintain its good track record as one of the top global organisations in 2012-2013. Having achieved a ranking amongst the top 15 companies in the NASSCOM listing in April 2012, Zensar has moved to a more customer proximate model through its vertical strategy, and has tied its success to the customers'' success, through business outcome and service level outcome based contracts. The process of verticalisation continued this year with the creation of sharper vertical service propositions for greater competitiveness in the market and this has now started reflecting in the financials. It was also a year of consolidation in terms of services, deeper entrenchment in emerging markets while keeping the focus on innovation and non-linearity. The Company has made significant movement to best in class Industry standards in operational efficiency through process standardisation and improved governance. The focus was on greater operational excellence through implementation of lean methods in delivery with metrics based reporting and tracking, keeping the focus and momentum on productivity, performance and profitability.

The Company has gathered rich experience from working with leaders in key verticals of Manufacturing, Retail, Banking Financial Services and Insurance, and has proven mature service delivery capabilities in core areas of Application Development, Support, Maintenance, Testing and Modernisation; Business Process Management; Infrastructure Management; Enterprise Solutions in Oracle and SAP; Business Intelligence and CRM. The Company has also envisaged leadership in new age areas of Social Media,

Mobility, Analytics and Cloud, now popularly known as of SMAC, and has made significant progress in terms of thought leadership, service proposition and client acquisition in this space by being at the forefront of technological advancements in these areas and investing in them for future growth. The Company has worked with leaders in chosen Verticals including Fortune 100 and FTSE 100 companies in mature markets of US, UK and Asia Pac, to leading companies even in emerging markets of South Africa, Benelux and Middle East. Utilizing its multi-shore methodology Zensar delivers best-in- class IT services through its global delivery centres including Westborough, MA; Slough, UK; Veenendal, The Netherlands; Shanghai, China and Pune, Hyderabad and Bangalore in India.

Akibia, the Infrastructure Management firm that was acquired in November 2010 has now been fully integrated into Zensar as the Infrastructure Management Services (IMS) business unit. Several key executives have been appointed to further enhance and grow the Infrastructure Management Services business. This is a very important milestone in the journey of Zensar Technologies and Akibia, with Infrastructure Management today driving many of Zensar''s large deals and powering the growth story of Zensar. As we enter fiscal year 2014, Zensar is well positioned to deliver to its clients a deeper breadth of services, including a new Total Infrastructure Outsourcing offering. Zensar partners with clients to holistically align IT programs and goals with enterprise strategy to deliver flexible solutions that drive business process as well as improve the availability, reliability and performance of Applications, Data centres, security and compliance, and end user computing infrastructure.

The application development, maintenance and testing business of Zensar which was always the largest revenue earner for the Company continued its dominance in this year''s revenue mix. Traditional pricing models have given way to managed services. The proportion of managed services where Zensar managed service and business outcomes continues to move in an upward trajectory and your Company has all the methodologies and delivery frameworks to capitalise on this industry trend. The Company is also now modernising applications for its customers who are keen that their applications are increasingly Social, Mobile and Cloud enabled. As customers move their custom applications to Cloud platforms Zensar''s strength in the SMAC areas will drive revenues going forwards.

Strong partnerships with OEMs like SAP, SFDC, Oracle and Microsoft have made your Company the one-stop-shop for delivering all technology needs of an enterprise. In the Oracle space, Zensar has evolved from an implementation partner of enterprise business solution to an Oracle Platinum Partner providing industry specific customised solutions to meet customer demands better, delivering to unique needs of the business. The Oracle practice at Zensar has been recognized by Oracle and the analyst community for robust capabilities and strong customer references in the Oracle landscape.

With an SAP Gold Partner status, and acknowledged through the SAP Best Partner Award for Highest Revenue Generation for SAP in the MENA region; also awarded as Emerging Business Growing Partner by SAP India; and a growing SAP alliance footprint in the UK, your Company has positioned itself strongly for its SAP capability and leadership. Zensar''s SAP practice also has preconfigured solutions for select verticals like Dairy, Pharma, Retail and Life Sciences. Your Company has also launched a centre of excellence for new areas like HANA with a complete learning and POC environment and Zensar is one of the first companies to be implementing HANA for one of the leading retailers based out of the US. The Company is also working on areas like Actionable Analytics, SAP Mobility and Manufacturing Integration Intelligence (MII). Zensar has also recently been certified for a partner centre of expertise (PCoE) helping provide enterprise support to customers globally.

Your Company has shown significant successes globally. The US region continued to be the growth driver for the organisation as has been traditionally. Europe and UK continue to grow, but with the economic downturn it has been relatively slower growth. Emerging territories of South Africa, Middle East, and Asia Pacific however have all been growing steadily, with South Africa clearly the star in growth terms. Your Company is one of the top three IT players in South Africa and is well recommended in the region by customers and industry analysts.

Zensar has been operating in South Africa since 2001 and since then, has not only looked at Africa as a market but an integrated part of its Global Delivery Platform. While bringing in the efficiencies of global skills and the seamless global delivery model, Zensar has put strong focus on developing local talent and empowerment of previously disadvantaged people. Zensar created its ''Learnership Development Program'' which aims at training, transferring global knowledge and integrating local South African team with global teams via its near shore centre in Johannesburg, and is thus able to provide its customers a truly global delivery model. Today Zensar adds value and is proud to count the top 5 players in Banking, Insurance and Retail in South Africa as its customers. Zensar has also set up its operations in East Africa with Headquarters in Nairobi, Kenya.

Your Company has performed significantly well and has received accolades from various forums in the Industry. Zensar stands at # 13 in the NASSCOM ranking amongst top global leading IT companies; Dataquest, a leading national publication has ranked Zensar amongst the prominent organisations having moved up 20 places to # 39 this year. Dataquest also runs a Top Employers ranking and your Company stood at # 9 in this list, in the very first attempt. The management team of the organisation has also been recognized for good leadership in respective areas. The Company''s Chief Information Officer received the CIO of the Year Award from CMO Asia; the Chief Financial Officer received the CFO of the Year Award from IPE Corporate Excellence Awards -Finance Leadership. Your Company''s CEO also received the CEO of the Year Award for Best HR Practices from World HRD Congress 2012. Your Company also received the CNBC International Trade Award this year for the sixth time, and most recently has also won the Porter Prize for the Best Strategic Management practices in the Information, Media and Telecom Industry.

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 shareholders, an interim dividend of Rs. 3.50/- per share was paid in the month of February, 2013.

Further, in view of your Company''s profitable performance throughout the year, your Directors are pleased to recommend, for your approval, dividend at the rate of Rs. 4.50 per share on the Equity Shares of Rs. 10/- each for the financial year ended 31st March, 2013. The Dividend, if approved by the shareholders in the ensuing Annual General Meeting would result in an outflow of Rs. 19.61 Crore plus Dividend Distribution Tax, Surcharge and Cess thereon. The Dividend would be paid to those shareholder whose names appear in the Register of Members on 09th July, 2013.

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 100 Crore to General Reserve.

FIXED DEPOSITS

Your Company does not have any Fixed Deposit Scheme.

DIRECTORS

Mr. H. V. Goenka, Mr. A. T. Vaswani and Mr. P. K. Choksey retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Brief particulars of the Directors, their expertise in various functional areas are given in the notice convening the Annual General Meeting.

The Board of Directors recommends the re-appointment of Directors as mentioned above.

CONSERVATION OF ENERGY, 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 service sector and provides IT and IT related services.

Particulars prescribed under sub- section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in ''Annexure A'' to this report.

Particulars regarding Foreign Exchange earnings and expenditure during the year are given in Note 33 and Note 34 of Notes to Accounts respectively. Particulars regarding R & D expenditure during the year are given in Note 38 of Notes to Accounts.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956

The Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) appropriate accounting policies have been selected and applied consistently and the Directors have 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 as at 31st March 2013 and the profit of the Company for the year ended 31st March 2013;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 are set out in ''Annexure B'' to this report.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956 (Act), the company will make available annual accounts of the subsidiary companies and the related detailed information to shareholders on demand. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholders at the registered office of the company and of the subsidiary companies concerned. Also, the company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand. Company has also given information relating to each of the subsidiary Company in the Annual Report in pursuance to Section 212 of the Act.

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 part of this Annual Report.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best-of- the-breed practices as far as the 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. In terms of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Annual Report.

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" (2002 ESOP) and "2006 Employees Stock Option Scheme" (2006 ESOP) for granting Term based and performance based Stock Options to Employees.

In the financial year 2012-13, 68,722 equity shares were allotted under 2002 Employees Stock Option Scheme" and 1,05,904 numbers of 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 in this respect are stated in Annexure C to this report.

AUDITORS

M/s Price Waterhouse, Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, to act as the Auditors of the Company, if re- appointed along with confirmation that have valid certificate issued by "Peer Review Board" of the Institute of Chartered Accountant of India (ICAI).

ACKNOWLEDGEMENTS

The Board places on record their 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 2013


Mar 31, 2010

The Directors are pleased to present their 47" Annual Report together with the Audited Accounts for the year ended 31s March 2010.

FINANCIAL HIGHLIGHTS

The Financial Results for the year are as under:

Zensar Technologies Limited (Rs. Crore) Year ended Year ended 31st March 2009 31st March 2009 Income from operations 497.08 421.87 Miscellaneous Income 8.15 8.75 Total 505.24 430.62 Profit Before Taxation 86.59 66.68 Profit After Taxation 84.15 60.47 Proposed Dividend 11.87 10.78 Transfer to General Reserves 75.00 75.00

Zensar Technologies and Subsidiaries (Consolidated) (Rs. Crore) Year ended Year ended 31st March 2009 31st March 2009 Income from operations 952.76 908.08 Miscellaneous Income 8.28 14.08 Total 961.03 922. 16 Profit Before Taxation & Minority Interest 149.15 111.82 Profit After Taxation and before Minority Interest 127.26 86.26 Minority Interest (0.30) (0.30) Profit After Taxation 127.56 86.56

FINANCIAL RESULTS

During the financial year 2009-10, your Company recorded total income of Rs. 505.24 Crore comprising Income from Software Development and Allied Services of Rs. 497.08 Crore, and other income of Rs. 8.15 Crore. The Company recorded a net profit of Rs. 84.15 Crore reflecting a growth of 39.15%.

On a consolidated basis, your Company has maintained steady growth with total income of Rs. 961.03 Crore comprising Income from Software Development and Allied Services of Rs. 952.76 Crore and other income of Rs. 8.28 Crore. The Consolidated Profit before Taxation and minority interest was Rs. 149.15 Crore reflecting a growth of 33.38%. The Consolidated Profit after Taxation was Rs. 127.56 Crore reflecting an increase of 47.36%.

BUSINESS UPDATE

We started the year 2009 amidst speculation and uncertainty precipitated by the economic downturn which affected almost every economy in the world. However, the developments during the year, demonstrated the resilience of Zensar and the Company delivered excellent growth in profits and revenue. While there was certainty that these tumultuous times would pass, the Company viewed this crisis as an opportunity, not only exhibiting resilience but also sustaining its growth.

The advent of 2010 has signaled the revival of outsourcing within core markets, along with the emerging markets increasingly adopting outsourcing for enhanced competitiveness. The Company has leveraged this and had built upon its relationships with existing customers and has acquired many new customers through the year. The investments that the Company has made in the business have helped us gain a stronger position in the market than in 2009.

The year witnessed the emergence of and thrust on its core themes for the next decade - Diversification, Specialization, Transformation, Innovation and inclusive growth. As a Company we targeted new growth engines beyond our core offerings, invested in developing innovative solutions for our end- customers, strengthened internal capabilities by acquiring and

training talent and investing in people initiatives. This coupled with our compelling and dynamic value proposition and competitiveness ensured that Zensar remained committed in creating shareholder value.

The domestic market is at an inflection point with the rise of India Inc., growing adoption of IT to achieve greater efficiencies and the Indian government fuelling the demand with various e- Governance initiatives. The year witnessed longer term comprehensive outsourcing engagements with the overall domestic market posting strong growth. Recognizing the opportunities, the Company has reaffirmed its commitment to the domestic market with focus on key segments of government, healthcare, manufacturing and logistics in India by launching new offerings and partnerships to service the sectors. The Company has also been recently empanelled as IT consultant for the nationwide Restructured Accelerated Power Development and Reforms Programme (R-APDRP) launched by the Ministry of Power, Govt, of India in the XI Five year Plan to prevent frequent outages, and transmission and distribution losses due to theft and unmetered supply.

Emerging markets of India, South Africa and continental Europe continue to be drivers of new business for the Company and with a number of customers ready now to move offshore which is a significant trend for the Company. Amongst the new wins in these territories are, a large total financial services provider; a leading integrator of competitive, innovative and practical business solutions based on information and communication; an independent private London bank, providing banking and investment services; provider of talent management, e- recruitment and payroll software solutions to corporate companies across the globe.

The Company has also seen some new product launches which include the launch the Procurement Platform for our BPO Services, which helps customers realize the potential of technology and outsourcing without having to incur capital expenditure and pay only for the number of transactions managed. The launch of ZenAutoPro, Zensars tool for automated code generation to advance the script development process and to save the overall automation time as compared to traditional Test Automation is yet another outcome of our focus on constant innovation.

In addition to growth in the areas of Package Implementation, Testing and Infrastructure Management, Zensars new Impact Sourcing service for process and technology transformation for recessionary markets with assured results has received an excellent response from the market.

The Company has seen immense traction in the Enterprise Applications business and has been adding new customers to its Oracle business over the year. The Company is also now a Platinum Partner (Highest level of partnership) in the Oracle Partner Network Specialized program. The status is a recognition of our expertise across the breadth of Oracle products. Your Company is also a Gold Certified Partner for Microsoft, which represent the highest level of competence and expertise with Microsoft technologies.

QAI India Limited, a Software Engineering Institute (SEI) - an authorized lead appraiser has audited the Companys processes and has renewed your Companys CMMI certification (Maturity Level 5 of CMMI for Development v 1.2).

Additionally, your Company has also ensured that all operational levers work towards enhancing productivity to continue the growth journey that we have seen in the past.

BUYBACK

During the year the Company completed Buyback of 24,24,000 Equity Shares through Tender Offer Route at a price of Rs. 165/- per Equity Share. The Equity Shares so bought back constituted 10.11 % of the Equity Share Capital of the Company. The total amount utilised for Buyback was Rs. 39.99 Crore. A sum of Rs. 242.40 Lacs was transferred to Capital Redemption Reserve Account.

AMALGAMATION

A Scheme of Amalgamation of Zensar OBT Technologies Limited and Zensar Transformation Services Limited with the Company was sanctioned by the Honble High Court of Judicature at Bombay on 09th April, 2010. The Order passed by Honble High Court of Judicature at Bombay approving the said amalgamation

was filed with Registrar of Companies, Puneon 17th April, 2010. Accordingly this scheme has been given effect to in these Accounts and the assets and liabilities of the Subsidiary Companies, at the respective book value, have been transferred to and vested in the Company with effect from 01" April, 2009.

DIVIDEND

In view of your Companys profitable performance, your Directors are pleased to recommend, foryourapproval, dividend at the rate of Rs. 5.50 per share on the Equity Shares of Rs. 10/- each for the financial yearended 3T1 March, 2010. The Dividend, if approved by the shareholders in the ensuing Annual General Meeting would result in an outflow of Rs. 13.84 Crore including Dividend Distribution Tax, Surcharge and Cess thereon. The Dividend would be paid to those shareholders whose names appear in the Register of Members on 05th July, 2010.

TRANSFER TO RESERVE

Your Directors propose to transfer a sum of Rs. 75.00 Crore to General Reserve.

FIXED DEPOSITS

Currently, your Company does not have any Fixed Deposit Scheme.

DIRECTORS

Mr. H. V. Goenka and Mr. P. K. Choksey retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment. Brief particulars of the Directors, their expertise in various functional areas are given in the notice conveningthe Annual General Meeting

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS ANDOUTGO

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 service sector and provides IT and IT related services.

Particulars prescribed under sub- section (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, in respect of technology absorption are set out in Annexure A to this report.

Particulars regarding Foreign Exchange earnings and expenditure during the year are given in Note 14 and Note 15 of Notes to Accounts respectively. Particulars regarding R&D expenditure during the year are given in Note 22 of Notes to Accounts.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OFTHECOMPANIESACT, 1956

The Directors confirm that -

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

ii) appropriate accounting policies have been selected and applied consistently and the Directors have 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 as at 31st March 2010 and the profit of the Companyfortheyearended 31" March 2010;

iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A)ofthe Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 are set out in Annexure B to this report.

SUBSIDIARY COMPANIES

AS per Section 212 of the Companies Act, 1956, your Company is required to attach the Directors Report, Balance Sheet, and Profit and Loss Account of its Subsidiary Companies. Accordingly, an application has been made to the Ministry of Corporate Affairs (MCA), Government of India, requesting an exemption from such attachment as the Audited Consolidated Financial Statements in the Annual Report present a full and fair picture of the state of affairs and the financial condition of the Company. The approval is awaited

The Company will make available the annual accounts of the subsidiary companies and the related detailed information upon request by any member of the Company. These documents/details will also be available for inspection by any member of the Company at its registered office during business hours on working days.

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 part of this Annual Report.

CORPORATE GOVERNANCE

Your Company continues to benchmark itself with the best-of-the- breed practices as far as the 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 Secretarys certification thereof is provided in the corporate governance section of this report. In terms of the Listing Agreement, the Management Discussion and Analysis Report is annexed and forms part of the Annual Report.

EMPLOYEES STOCK OPTION PLAN

Currently, the Company has two Employees Stock Option Schemes in force namely, "2002 Employees Stock Option Scheme" and "2006 Employees Stock Option Scheme" for granting Term based and performance based Stock Options to

Employees. In the financial year 2009-10, 26,941numbers of equity shares were allotted under 2002 Employees Stock Option Scheme" and 7,256 numbers of 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 in this respect are stated in AnnexureC to this report.

GROUP

Pursuant to intimation from the promoters, the name of the Promoters and entities comprising the group as defined under the Monopolies and Restrictive Trade Practices Act, 1969 (MRTP) a re disclosed in An nexu re D to this report.

AUDITORS

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

has received a Certificate from the Auditors that they are qualified under Section 224(1B) of the Companies Act, 1956, to act as the Auditors of the Company, if re-appointed along with confirmation that have valid certificate issued by "Peer Review Board" of the Institute of Chartered Accountantof India (ICAI).

ACKNOWLEDGEMENTS

The Board places on record their 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: 22na April 2010

 
Subscribe now to get personal finance updates in your inbox!