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Directors Report of eClerx Services Ltd.

Mar 31, 2023

Your Directors are pleased to present their 23^rd Annual Report along with the audited annual accounts for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

The key aspects of the Companyâs financial performance for the year ended March 31, 2023 are tabulated below:

Particulars	Standalone		(Rupees in Million) Consolidated
	2022-23	2021-22	2022-23	2021-22
Income from operations	18,881.61	15,513.12	26,478.97	21,603.45
Other Income	567.19	205.48	659.51	246.18
Total Revenue	19,448.80	15,718.60	27,138.48	21,849.63
Operating Expenses	13,659.11	10,269.49	19,256.82	14,997.63
Earnings before interest, tax, depreciation and amortization (EBITDA)	5,789.69	5,449.11	7,881.66	6,852.00
EBITDA%	29.77%	34.67%	29.04%	31.36%
Finance Costs	162.40	164.24	211.62	215.20
Depreciation, goodwill & amortization expenses	587.31	516.69	1,140.14	1,031.93
Earnings before Exceptional Items, Interest & Tax	5,039.98	4,768.18	6,529.90	5,604.87
Exceptional Items	-	-	-	-
Net Profit before Tax (PBT)	5,039.98	4,768.18	6,529.90	5,604.87
Taxes	1,255.96	1,219.22	1,638.09	1,427.29
Profit for the year before minority interest	3,784.02	3,548.96	4,891.81	4,177.58
Minority interest	-	-	3.61	3.57
Net Profit attributable to shareholders	3,784.02	3,548.96	4,888.20	4,174.01
NPM%	19.46%	22.58%	18.03%	19.12%

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS OFTHE COMPANY

The information on operational and financial performance is provided under the Management Discussion and Analysis Report which has been prepared, inter-alia, in compliance with the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ).

Apart from the information contained in Notes to the Financial Statements, no material changes and commitments have occurred after the closure of FY2023 till the date of this Report, which would affect the financial position of the Company.

3. GENERAL RESERVE

The Board has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to Retained Earnings.

4. RETURN OF SURPLUS FUNDS TO SHAREHOLDERS - DIVIDEND

Based on the overall Companyâs performance, the Directors are pleased to recommend a dividend of Re. 1/- (10%) per share. The total quantum of dividend payout, if approved by the Members, will be about Rs. 49.03 million.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per applicable tax rates.

The Company had paid a dividend of Re. 1/- per share (10%) in the previous year. The Company intends to maintain historical payout ratio and is exploring efficient methods to achieve the same. The historical data of dividend distributed by the Company is as follows:

Sr. No.	Dividend	FY 2021-22	FY 2020-21	FY 2019-20	FY 2018-19	FY 2017-18	FY 2016-17	FY 2015-16
1	Total Dividend for the year	1.00	1.00	1.00	1.00	1.00	1.00	1.00
2	Dividend as % EPS (Basic)	1.21%	1.23%	1.75%	1.66%	1.8%	1.4%	1.2%
3	Dividend as % Profit After Tax	0.84%	1.20%	1.73%	1.66%	1.8%	1.4%	1.2%
4	Tax Amount (Rs. Million)	-	-	-	7.60	7.95	8.12	8.36

The Register of Members and Share Transfer Books will remain closed from Friday, September 1, 2023 to Thursday, September 14, 2023 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The 23^rd Annual General Meeting of the Company is scheduled to be held on Thursday, September 14, 2023.

The dividend declared and/or paid by the Company for FY2023 is in compliance with the Dividend Distribution Policy.

- BUYBACK

During the year, the Board of Directors vide their meeting dated November 10, 2022 approved, subject to shareholdersâ approval, buyback of equity shares of the Company for an aggregate amount not exceeding Rs. 3,000 million at maximum buyback price not exceeding Rs. 1,900/- per equity share from the shareholders/beneficial owners of the company through tender offer. The shareholdersâ approval was procured vide postal ballot, results of which were announced on December 14, 2022 and the Company concluded the said buyback of 1,714,285 equity shares of Rs. 10 each at the buyback price of Rs. 1,750/- per share, as approved by the Buy Back Committee at its meeting dated December 15, 2022. The Buy Back opened on February 3, 2023 and closed on February 16, 2023. The settlement date for the said buyback was February 24, 2023. The shares so bought back were extinguished and the issued and paid up capital was amended accordingly.

5. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a dividend distribution policy with regards to distribution of dividend to its shareholders and/or retaining or plough back of its profits. The Policy also sets out the circumstances such as financial parameters, internal and external factors, utilization of retained earnings etc. and different factors for consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the shareholders. The policy has also been hosted

on the Companyâs website at https://eclerx.com/ investor-relations/corporate-governance.

6. PUBLIC DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 ("the Actâ) read with the Companies (Acceptance of Deposits) Rules, 2014.

7. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company had 16 (Sixteen) subsidiaries including step down subsidiaries, and 1 (One) associate company as on March 31, 2023.

In terms of the provisions of Section 129(3) of the Act, a statement containing salient features of the performance and financial position of each of the subsidiaries is attached as Annexure-I to this report in Form AOC-1.

Pursuant to Section 136 of the Act, the Financial Statements including Consolidated Financial Statements of the subsidiaries, along with relevant documents have been hosted on the Companyâs website www.eclerx.com.

8. CLIENT BASE

The client segmentation, based on the last 12 monthsâ accrued revenue for the current and previous years, on a consolidated basis is as follows:

Clients	FY 2022-23	FY 2021-22	FY 2020-21	FY 2019-20	FY 2018-19
US$ 0.5-1 Million	32	25	19	21	20
US$ 1-5 Million	30	26	26	22	18
More than US$ 5 Million	14	13	7	7	7

9. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms a part of the annual report.

These controls are reviewed by the management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, inter-alia, consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.

In addition to this, the Company also has an Enterprise Wide Risk Management (EWRM) Framework where the Company has identified and documented risks with respect to financial reporting as well as the controls for such risks. The EWRM framework is also reviewed periodically and updated as and when required. The Internal Auditor of the Company periodically conducts an audit/check of the effectiveness of such framework and the observations are placed before the Audit Committee.

10. CHANGES IN SHARE CAPITAL Authorised Share Capital

During FY2023, pursuant to an ordinary resolution passed by the shareholders through postal ballot on September 11, 2022, the Authorised Share Capital was increased from Rs. 50,01,00,000/- (Rupees Fifty Crore One Lakh Only) divided into 5,00,10,000 (Five Crore Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 100,00,00,000/- (Rupees One Hundred Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each by addition of 4,99,90,000 (Four Crore Ninety-Nine Lakhs Ninety Thousand) Equity Shares of Rs. 10/-(Rupees Ten Only), ranking pari-passu in all respect with the existing Equity Shares of the Company.

Paid-up Share Capital

Particulars	No. of shares	Amount in Rupees
Issued, subscribed and paid-up capital as on April 1, 2022	3,38,26,429	33,82,64,290
Add: Bonus shares allotted during FY2023*	1,69,13,215	16,91,32,150
Less: Shares bought back via "Tender offerâ route during FY2023#	17,14,285	1,71,42,850
Issued, subscribed and paid-up capital as on March 31, 2023	4,90,25,359	49,02,53,590

* Pursuant to an ordinary resolution passed by the Shareholders through postal ballot on September 11, 2022, the Stakeholders Relationship Committee on September 23, 2022 allotted 1,69,13,215 fully paid-up Bonus equity shares of Rs. 10/- (Rupees Ten Only) each in the proportion of 1 (one) new equity share for every existing 2 (two) equity shares to the eligible existing shareholders of the Company.

# The Company has completed buy back of 1,714,285 (One Million Seven Hundred and Fourteen Thousand Two Hundred and Eighty-Five) fully paid-up equity shares of face value of Rs. 10 (Rupees Ten) each ("Equity Sharesâ), on a proportionate basis from all eligible shareholders of the Company, through the Tender Offer route for cash at a buy back price of Rs. 1,750 (Rupees One Thousand Seven Hundred and Fifty only) per Equity Share.

11. STATUTORY AUDITORS

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, [ICAI Registration No. 101049W/E300004], the Statutory Auditors of the Company, were appointed by the shareholders at their meeting held on August 29, 2019 for a period of 5 (Five) years i.e. upto conclusion of 24^th Annual General Meeting.

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. S.R. Batliboi & Associates LLP, Statutory Auditors in their report for FY2023. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

12. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mehta & Mehta, Company Secretaries as the Secretarial Auditors for conducting the audit of the secretarial records for the financial year ended March 31, 2023. The report of the Secretarial Auditor is attached as Annexure-II. The Secretarial Auditorsâ Report does not contain any qualification, reservation or adverse mark.

The Company is in compliance with the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government.

13. MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section

148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company.

14. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is hosted on the website of the Company at https://eclerx.com/investorrelations/ corporate-governance .

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

There were no significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companyâs operations in future during the financial year.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company comprises of eminent persons of proven competence and integrity. They bring diversified experience, strong financial & business acumen, management & leadership qualities.

- Appointments

The Board of Directors on basis of recommendation of Nomination and Remuneration Committee, appointed Mr. Naval Bir Kumar (DIN: 00580259) and Mr. Naresh Chand Gupta (DIN: 00172311) as Additional (Non-Executive Independent) Directors of the Company with effect from August 9, 2022. The shareholders of the Company at the 22^nd Annual General Meeting held on September 21, 2022 also approved their appointment as Non-Executive Independent Directors of the Company for a tenure of 5 (five) consecutive years commencing from August 9, 2022 to August 8, 2027.

The Board of Directors on basis of recommendation of Nomination and Remuneration Committee, approved appointment of below mentioned Directors subject to the approval of shareholders. The Company has circulated the postal ballot notice for seeking such approval.

i) appointment of Mr. Kapil Jain (DIN: 10170402)

as Managing Director & Group CEO of the Company (not liable to retire by rotation) for a period of 5 consecutive years effective from May 25, 2023 till May 24, 2028, subject to approval of the Central Government.

ii) appointment of Ms. Bala C Deshpande (DIN: 00020130) as an Independent Director of the Company for a period of 5 consecutive years effective from May 25, 2023 till May 24, 2028. In the opinion of the Board, Ms. Bala possess requisite integrity, expertise, experience and proficiency.

- Resignations and retirements

In accordance with Section 152 and other applicable provisions, if any, of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Anjan Malik, (DIN: 01698542) retires by rotation, and being eligible, offers himself for re-appointment at the forthcoming AGM of the Company.

Mr. Alok Goyal (DIN: 05255419) ceased to be Non-Executive Independent Director of the Company with effect from close of business hours on August 9, 2022.

Mrs. Roshini Bakshi (DIN: 01832163) who was appointed as an Additional (Non-Executive Independent) Director of the Company with effect from August 9, 2022 ceased to be on Board with effect from September 9, 2022.

The Directors place on record their appreciation for the valuable contribution and support provided by Mr. Goyal and Mrs. Bakshi, during their tenure in their respective capacity.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the Certificate of Independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the Listing Regulations, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct. The Company has also received declarations under Regulation 25(8) of Listing Regulations from the Independent Directors confirming that there were no existing or anticipation of any circumstances during the year that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, all the Independent Directors have acted with integrity and have the requisite experience and expertise in the context of

the business of the Company to make a significant contribution to the deliberations of the Board of Directors.

18. PERFORMANCE EVALUATION

The Board of Directors of the Company had appointed an external expert for conducting evaluation of the performance of the Chairman, Board, individual Directors including peer review and self-assessment and of the Committees of the Board. The report of the performance evaluation of the individual Directors were submitted to the respective Directors whereas the observations and the report on the performance evaluation of the Board and its Committees was placed before the Nomination and Remuneration Committee. The feedback of the Nomination and Remuneration Committee was then placed before the Board of Directors for review and taking appropriate action on the basis of the findings in the performance evaluation report.

The said evaluation for the Board and individual Directors was carried out, based on pre-defined comprehensive checklists, which were circulated to the Directors covering various evaluation criteria, inter-alia, modelled on the following factors:

â¢ Accountability towards shareholders;

â¢ Critical review of business strategy;

â¢ Conducive environment for the communication and rigorous decision making;

â¢ Boardâs focus on wealth maximization for shareholders;

â¢ Boardâs ability to demand and foster higher performance;

â¢ Business Continuity preparedness;

â¢ Skill set and mix thereof among Board members;

â¢ Flow of information so as to enable informed opinions by the Directors;

â¢ Adequacy of meetings of Directors in terms of frequency as well as the time dedicated for discussions and deliberations.

The performance evaluation criteria for the Committees of the Board, was modelled on the following factors:

â¢ Contribution, control and counselling by the Committee on various matters;

â¢ Qualitative comments/inputs;

â¢ Deficiencies observed, if any;

â¢ Qualification of members constituting the Committee;

â¢ Attendance of Committee members in the respective meetings;

â¢ Frequency of meetings.

In addition, the Chairman of the Board was also evaluated on the key aspects of his role and the report on his performance evaluation was placed before the separate meeting of the Independent Directors for review. During the year, a separate meeting of Independent Directors was held on May 24, 2022. In this meeting, the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The same was also discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the meeting of Independent Directors.

19. FAMILIARISATION PROGRAMME

The Company conducts familiarisation programme for Independent Directors to enable them to get a clear understanding about the business of the Company, organizational set-up, functioning of various verticals/departments, industry scenario, changes in the regulatory framework and its impact on the business of the Company.

The Company has formulated a detailed Induction pack for on-boarding of new Directors, which, inter-alia, covers the following:

â¢ Introduction and meeting with other Directors on the Board and the Senior Management;

â¢ Brief introduction about the business, strategy and nature of industry of the Company in which it operates;

â¢ Roles, rights and responsibilities of Directors including Independent Directors;

â¢ Extant Committees of Board of Directors;

â¢ Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

â¢ The Codes of Conduct which are in place and applicable to the Directors;

â¢ Remuneration payable to Directors pursuant to shareholdersâ approval to that effect;

â¢ Liability Insurances taken by the Company to cover Directors.

In addition to this, periodic familiarization programmes are conducted for the Directors about the business operations, industry overview, threats, opportunities and challenges in respective verticals. Furthermore, detailed business presentations are made at quarterly meetings of Board of Directors. The details of familiarization programmes/training imparted to Independent Directors have been hosted on the Companyâs website at https://eclerx.com/investor-relations/ corporate-governance/.

The Independent Directors are encouraged to attend educational programs in the area of Board/ Corporate governance.

The Directors have access to management to seek any additional information, clarification and details as may be required. In terms of the Listing Regulations, the standard letter of appointment of Non-Executive Independent Directors of the Company containing the requisite familiarization details has been hosted on the Companyâs website at https://eclerx.com/investor-relations/ corporate-governance/.

20. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act and other applicable Rules and Regulations, the Directors, to the best of their knowledge and ability, confirm that:

â¢ in the preparation of the annual accounts for FY2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

â¢ 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 as at March 31, 2023 and of the profit or loss of the Company for the year ended on that date;

â¢ the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

â¢ the Directors had prepared the annual accounts on a going concern basis;

â¢ 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;

â¢ 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.

21. BOARD MEETINGS

During FY2023, 5 (Five) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

22. BOARD COMMITTEES

The Company has constituted various Committees of the Board as required under the Companies Act, 2013 and the Listing Regulations. For details like composition, number of meetings held, attendance of members etc. at such Committee meetings, please refer to the Corporate Governance Report, which forms a part of this Annual Report.

23. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Biren Gabhawala, Mr. Anish Ghoshal, Ms. Deepa Kapoor, Mr. Naval Bir Kumar and Mr. PD Mundhra. The majority of the Members are Independent Directors and Mr. Biren Gabhawala, Independent Director is the Chairperson of the Committee.

Mr. Naval Bir Kumar was appointed as a Member of the Audit Committee with effect from August 15, 2022.

During the year, all recommendations made by the Audit Committee were accepted by the Board.

24. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

There were no instances of fraud reported by the Statutory Auditors during FY2023 in terms of the Section 143 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

25. NOMINATION AND REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of the Act and the Listing Regulations. The said policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy is hosted on the Companyâs website at https://eclerx.com/ investor-relations/corporate-governance/.

26. VIGIL MECHANISM

The Company has zero tolerance policy for any form of unethical behaviour. Pursuant to the provisions of the Act and Listing Regulations, the Company has in place a Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong-doing that may adversely impact the Company, the Companyâs customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth

(i) procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters

(ii) reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and

(iii) an investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The aforesaid policy has also been hosted on the Companyâs website at https://eclerx.com/ investorrelations/corporate-governance. The same is reviewed by the Audit Committee from time to time.

27. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2023, are set out in Note No. 5.1 to the Standalone Financial Statements of the Company. The Company has not provided any guarantee during the year under review.

28. PARTICULARS OF TRANSACTIONS, CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY2023, all the transactions that the Company entered into with related parties were in the ordinary course of business and at armâs length basis. All such transactions were approved by the Audit Committee and were reviewed by it on a periodic basis. Further, the Company has not entered into material contracts or arrangements as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The policy on Related Parties as approved by the Board is hosted on the Companyâs website at https:// eclerx.com/investor-relations/corporate-governance/!

The particulars of the transactions with related parties pursuant to the provisions of Section 188 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 are as under. Further, details with respect to related party transactions are also set out in the Note No. 31 to the Standalone Financial Statements of the Company for the year ended March 31, 2023.

Pursuant to the related party disclosure requirements under Part A of Schedule V of Listing Regulations, there were no loans and advances in nature of loans outstanding for the financial year ended March 31, 2023, from subsidiaries, associate companies or firms/companies in which Directors are interested.

29. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Company believes in creating value for all its stakeholders. It has been conducting business in a sustainable manner and in a way that delivers long-term shareholder value and create maximum value for the Society.

The Company is also committed to ensure that its actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility & Sustainability Report forms part of this report.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required, inter-alia, under Section 134 of the Act read with the Companies (Accounts) Rules, 2014 is given in the Annexure - III forming part of this report.

31. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

Risk management is an integral part of the Companyâs business strategy and the Company believes that its ability to identify and address such risks is central to achieving its objectives. During the year, the Company was exposed to various Work from Home (WFH) related risks like Insecure Data storage & Transmission, Unauthorized disclosure of information and crucial information leakage. The Company brought necessary changes to the EWRM framework so as to mitigate such risks.

The Company has in place a well-defined Enterprise Wide Risk Management (âEWRMâ) framework and Risk Management Policy which, inter-alia, aims at the following:

â¢ Safeguarding the Company assets, interests and interest of all stakeholders by identifying, assessing and mitigating various risks.

â¢ Laying down a framework for identification, measurement, evaluation, mitigation & reporting of various risks.

â¢ Evolving the culture, processes and structures that are directed towards the effective management of

potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

â¢ Balancing between the cost of managing risk and the anticipated benefits.

â¢ Creating awareness among the employees to assess risks on a continuous basis & develop risk mitigation plans in the interest of the Company.

The Risk Management Committee has been delegated monitoring and reviewing of the risk management policy and the EWRM framework of the Company. The policy and the EWRM framework are periodically reviewed by senior management to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the Risk Management Committee, Audit Committee and the Board of Directors. The Company has also laid down procedures to inform the Board of Directors about risk assessment and minimization procedures.

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

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

Details of sexual harassment complaints received during FY2023:

No. of complaints received during FY2023: 2 No. of complaints disposed off during FY2023: 2 No. of complaints pending as on end of FY2023: NIL

33. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company, at its meeting held on Thursday, May 25, 2023, approved renaming of the existing âCorporate Social Responsibility Committeeâ to âCorporate Social Responsibility and Environment, Social & Governance Committeeâ and further amended the existing role of the Committee so as to include the Environment, Social & Governance functions.

The Corporate Social Responsibility and Environment, Social & Governance Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. During the year, the Company had incurred Rs. 65.68 Million towards CSR expenditure. The Companyâs CSR policy statement and the Annual Report on CSR activities undertaken during the financial year ended Mach 31, 2023, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure - IV to this report.

Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used for the purpose and in the manner approved by the Board for FY2023.

34. AWARDS AND RECOGNITION

During FY2023, the Company had received the following Awards and Recognition:

â¢ A - Team Innovation Awards - awards for most innovative KYC investigation & due diligence

â¢ E-commerce Germany Awards 2023 - for best product content creation tool

â¢ Singapore Prestige Awards 2022/23-Business Analytics Company of the Year

â¢ BIG Innovation Awards 2023 - for Roboworx from the Business intelligence group

â¢ BIG Data Award - for the Project of the Year category, by Enterprise Big Data Framework

â¢ AIMâs Data Engineering Award- Data Engineering Award for Data Democratization for eClerx flagship product, Athena

â¢ 2023 GlobeeÂ® Awards for Information Technology - eClerx Roboworx Named Winner in the 2023 GlobeeÂ® Awards for Information Technology

35. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS

Details of the ratio of the remuneration of each Director to the median employeeâs remuneration (approx.):- Executive Director: 72 times; Non-Executive Non Independent Director: NA; Non-Executive Independent Director: 6 times (excluding sitting fees).

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:- Executive Director: Nil, Non-Executive Independent Directors: 60%, Chief Financial Officer: NA (Since Mr. Srinivasan Nadadhur was appointed as CFO w.e.f. May 12, 2022, remuneration for part of the year is not comparable), Company Secretary: 20%.

The percentage increase in the median remuneration of employees in the financial year: 7%. This is in-line with FY2023 hiring, increase in taskforce and annual increments. Also, substantial numbers of employees were hired with average salary greater then exit salary.

The global headcount of the Company as on March 31, 2023 was more than 16,000.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and reasons for any exceptional circumstances for increase in managerial remuneration: 10.38% for employees other than senior managerial personnel v/s 10.72% increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the annual financial statements are being provided to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

36. EMPLOYEESâ STOCK OPTION SCHEME/PLANESOP Scheme 2015

- Pursuant to the applicable requirements of SEBI (Share Based Employee Benefits) Regulations 2014, as amended to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company has framed and instituted Employee Stock Option Plan 2015 (âESOP Scheme 2015â) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

- An ESOP trust, which has been set up under ESOP Scheme 2015, is managed by independent trustee and is authorized for secondary market acquisition. During the year under review, ESOP Trust has acquired 2,31,163 (Two Lakhs Thirty One Thousand One Hundred Sixty Three) shares from open market.

- Further, since number of options to be granted under the current ESOP Scheme 2015 were nearing exhaustion and with the introduction of ESOP Scheme 2022, the Company had stopped granting any options under the said ESOP Scheme 2015. Accordingly, ESOP Scheme 2015 was formally closed by the Nomination and Remuneration Committee in FY2023, so that no further options would be granted under ESOP Scheme 2015, however, the Options granted in past, if any, under the ESOP Scheme 2015 would continue to vest / be exercised as per the respective terms of grants.

ESOP Scheme 2022

- Since the options which could be granted under ESOP Scheme 2015 were nearing exhaustion and relevant laws and regulations had undergone many changes since the institution of ESOP Scheme 2015, the Board had, pursuant to the provisions of SEBI

(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and based on the recommendation of Nomination and Remuneration Committee, approved the institution of the ESOP Scheme 2022. The Shareholders had approved the institution of ESOP Scheme 2022 and related matters on May 4, 2022 through Postal Ballot.

- Under the ESOP Scheme 2022, total 1,800,000 (One Million Eight Hundred Thousand Only) options were approved for granting to eligible employees of the Company, its subsidiaries and associates Company(ies) subject to adjustment with regards to various corporate actions which the Company may come out with.

- During the year Company had allotted Bonus equity shares of Rs. 10 each in the proportion of 1 (one) new equity share for every existing 2 (two) equity shares to the eligible existing shareholders of the Company. Accordingly, suitable adjustment was given also to total number of Options available to be granted under the ESOP Scheme 2022 and upper ceiling was increased from 1,800,000 (One Million Eight Hundred Thousand Only) to 2,700,000 (Two Million Seven Hundred Thousand Only).

All Equity Shares of the Company arising consequent to exercise of options under ESOP Scheme 2015 and ESOP Scheme 2022 shall rank pari-passu in all respects including dividend with the existing equity shares of the Company. There would not be any dilution of equity shareholding for exercises done under both the above Schemes considering the Trust route model. Existing ESOP Trust is authorized for secondary market acquisition of shares.

The Company has granted stock options from time to time to its employees and also to employees of its subsidiaries, and the disclosure in compliance with SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 is available on the Companyâs website at https://eclerx.com/investor-relations/financials.

37. ENHANCING SHAREHOLDERS VALUE

The Company is committed to creating long term value for shareholders by achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations.

The Company firmly believes that its success in the marketplace and good reputation are among the primary elements of shareholder value. Its close relationship with customers and a deep understanding of patient needs, drive the development of new products and services.

Anticipating customer requirements early and being able to address them effectively requires a strong commercial support.

38. HUMAN RESOURCE MANAGEMENT

The Company recognizes people development as a key strategic differentiator and invests in multiple high-value learning solutions besides engaging with industry experts, stalwarts from specialized practice areas. Further, details on human resource management are set out in the Management

Discussion and Analysis Report, describing the initiatives taken by the Company, which forms part of the Annual Report.

39. CORPORATE GOVERNANCE

The Securities and Exchange Board of India has prescribed certain corporate governance standards vide Regulations 24 and 27 of the Listing Regulations. Your Directors re-affirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditorâs Certificate on its compliance is annexed hereto.

40. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

41. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of India and Companyâs Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates, Bankers and employees in ensuring an excellent all around operational performance.

Mar 31, 2022

Your Directors are pleased to present their 22^nd Annual Report along with the audited annual accounts for the financial year ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS

The key aspects of the Companyâs financial performance for the year ended March 31, 2022 are tabulated below:

Particulars	Standalone		(Rupees in Million] Consolidated
Particulars	2021-22	2020-21*	2021-22	2020-21
Income from operations	15,513.12	11,974.01	21,603.45	15,644.91
Other Income	205.48	329.61	246.18	344.54
Total Revenue	15,718.60	12,303.62	21,849.63	15,989.45
Operating Expenses	10,269.49	8,376.11	14,997.63	11,164.57
Earnings before interest, tax, depreciation and amortization (EBITDA)	5,449.11	3,927.51	6,852.00	4,824.88
EBITDA%	34.67%	31.92%	31.36%	30.18%
Finance Costs	164.24	183.62	215.20	202.77
Depreciation, goodwill & amortization expenses	516.69	500.04	1,031.93	815.93
Earnings before Exceptional Items, Interest & Tax	4,768.18	3,243.85	5,604.87	3,806.18
Exceptional Items	-	-	-	-
Net Profit before Tax (PBT)	4,768.18	3,243.85	5,604.87	3,806.18
Taxes	1219.22	855.94	1,427.29	977.97
Profit for the year before minority interest	3,548.96	2,387.91	4,177.58	2,828.21
Minority interest	-	-	3.57	2.60
Net Profit attributable to shareholders	3,548.96	2,387.91	4,174.01	2,825.61
NPM%	22.58%	19.41%	19.12%	17.69%
* Restated (refer Note 39 of the standalone financials)

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS OF THE COMPANY

The information on operational and financial performance is provided under the Management Discussion and Analysis Report has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).

Apart from the information contained in Notes to the Financial Statements, no material changes and commitments have occurred after the closure

of FY2022 till the date of this Report, which would affect the financial position of the Company.

3. COVID-19 IMPACT

The Company adopted the Work from Home (WFH) model as a âNew Normalâ from FY2022 and continued its efforts in enhancing employee engagement by improving the collaboration, productivity and security aspects of its distributed workforce. There was a constant endeavour to equip workforce with all required technology which translates to sustainable WFH experience for both, employee and business organization. Technical teams of the Company

were focused on improving the infrastructure and technologies to continuously enhance security posture of eClerx. Employee systems were also equipped with tools which empowered managers to monitor the productivity and efforts. Employees were provided ample trainings on WFH model and were also subjected to periodic assessment to measure the awareness quotient with respect to client WFH requirements, social engineering attacks, and information security risks. Concurrently, the Company also started to plan for workforce to start working from office by identifying projects which were to be aligned with the evolving client requirements. In addition, Business Continuity Planning Team (BCP team) of the Company continuously coordinated with clients to periodically conduct varied disruption tests, which further solidified business continuity assurance in terms of our resilience to support both office and WFH operating model.

4. GENERAL RESERVE

During the year, the Company has recorded a gain on sale of shares held by eClerx Employee Welfare Trust amounting to Rs. 40 million in General Reserve. Further, Rs. 77.53 million were transferred

from Share Based Payment Reserve to General Reserve, on exercise of stock options by employees of the Company.

5. DIVIDEND

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per applicable tax rates.

Sr. No.	Dividend \|	FY 2020-21	FY 2019-20	FY 2018-19	FY 2017-18	FY 2016-17	FY 2015-16	FY 2014-15
1	Total Dividend for the year	1.00	1.00	1.00	1.00	1.00	1.00	35.00
2	Dividend as % EPS (Basic)	1.23%	1.75%	1.66%	1.8%	1.4%	1.2%	46%
3	Dividend as % Profit After Tax	1.20%	1.73%	1.66%	1.8%	1.4%	1.2%	46%
4	Tax Amount (Rs. Million)	-	-	7.60	7.95	8.12	8.36	222.28

The Register of Members and Share Transfer Books will remain closed from Friday, September 9, 2022 to Wednesday, September 21, 2022 (both days inclusive) for the purpose of Annual General Meeting. The 22^nd Annual General Meeting of the Company is scheduled to be held on Wednesday, September 21, 2022. Record date for the purpose of ascertaining dividend eligibility is Monday, August 22, 2022.

The dividend declared and/or paid by the Company for FY2022 is in compliance with the Dividend Distribution Policy.

6. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, your Company has formulated a dividend distribution policy with regards to distribution of dividend to its shareholders and/or retaining or plough back of its profits. The Policy also sets out the circumstances such as financial parameters, internal and external factors, utilization of retained earnings etc. and different factors for

consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the shareholders. The policy has also been hosted on the Companyâs website at https://eclerx.com/ investor-relations/corporate-governance/.

7. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposits) Rules, 2014.

8. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company had 16 (Sixteen) subsidiaries including step down subsidiaries and 1 (One) associate company as on March 31, 2022.

In terms of the provisions of Section 129(3) of the

Act, a statement containing salient features of the performance and financial position of each of the subsidiaries is attached as Annexure-I to this report in Form AOC-1.

During the year, the Companyâs Wholly Owned Subsidiary, eClerx Investments (UK) Limited completed setting-up of a 100% Subsidiary at Australia in the name of eClerx Pty Limited. The Certificate of Registration was issued to eClerx Pty Limited on January 13, 2022 by the Australian Securities & Investment Commission. There has been no material change in the nature of the business of subsidiaries and associate company, during the year under review.

9. CLIENT BASE

The client segmentation, based on the last 12 monthsâ accrued revenue for the current and previous years, on a consolidated basis is as follows:

	FY	FY	FY	FY	FY
Clients	2021-22	2020-21	2019-20	2018-19	2017-18
US$	25	19	21	20	17
0.5-1 Million
US$	26	26	22	18	17
1-5 Million
More than	13	7	7	7	6
US$ 5 Million

10. INTERNAL FINANCIAL CONTROLS RELATED TO THE FINANCIAL STATEMENTS

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which forms a part of this report.

The Company had adequate Internal Financial Controls (IFC) which is commensurate to the size and business of the Company and is designed to provide reliable financial information. It provides reasonable assurance with respect to preparation of financial statements in compliance with the Acts, Rules, and Regulations as applicable including Indian Accounting Standards and also reliability of financial reporting. The controls also provide assurance that the expenditures are made in accordance with the authority given to the management of the Company duly approved by the Directors of the Company.

11. CHANGES IN SHARE CAPITAL

Particulars	No. of shares	Amount in Rupees
Issued, subscribed and paid-up capital as on April 1, 2021	3,48,89,586 34,88,95,860
Less: Shares bought back via âTender Offerâ route during FY2022*	10,63,157 1,06,31,570
Issued, subscribed and paid-up capital as on March 31, 2022	3,38,26,429 33,82,64,290

*During FY2022, the Company completed buy back of 10,63,157 (Ten Lakhs Sixty Three Thousand One Hundred and Fifty Seven) fully paid-up equity shares of face value of Rs. 10 (Rupees Ten) each (âEquity Sharesâ), on a proportionate basis from all eligible shareholders of the Company, through the Tender Offer route for cash at a buy back price of Rs. 2,850 (Rupees Two Thousand Eight Hundred and Fifty only) per Equity Share.

12. STATUTORY AUDITORS

There are no qualifications, reservations, adverse remarks or disclaimer made by M/s. S.R. Batliboi & Associates LLP, Statutory Auditors in their report for FY2022. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

13. SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Mehta & Mehta, Company Secretaries as the Secretarial Auditors for conducting the audit of the secretarial records for the financial year ended March 31, 2022. The report of the Secretarial Auditor is attached as Annexure-ll. The Secretarial Auditorsâ Report does not contain any qualification, reservation or adverse mark.

The Company is in compliance with the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Central Government.

14. MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company.

15. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2022, is hosted on the website of the Company at https://eclerx.com/investor-relations/corporate-governance/.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors of the company comprise of eminent persons of proven competence and integrity. They bring diversified experience, strong

financial & business acumen, management & leadership qualities. In accordance with the Section 152 and other applicable provisions, if any, of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Anjan Malik, (DIN: 01698542) retires by rotation, and being eligible, offers himself for re-appointment at the forthcoming AGM of the Company. The brief profile and other information as required under Regulation 36 of the Listing Regulations and Secretarial Standards on General Meetings is also included in the Notice of the AGM.

The following were the changes to the Board composition and Key Managerial Personnel of the Company during the year:

â¢ Mr. Pradeep Kapoor (DIN: 00053199) ceased to be Non-Executive Independent Director of the Company with effect from close of business hours on February 2, 2022.

â¢ Further, Mr. Srinivasan Nadadhur appointed on the designation of Chief Financial Officer in place of Mr. Rohitash Gupta with effect from May 12, 2022.

Your Directors place on record their appreciation for the valuable contribution and support provided by Mr. Kapoor and Mr. Gupta during their tenure in their respective capacity.

18. DECLARATION BY INDEPENDENT DIRECTOR(S)

The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct. The Company has also received declarations under Regulation 25(8) of Listing Regulations from the Independent Directors confirming that they were no existence or anticipation of any circumstances during the year that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, all the Independent Directors have acted with integrity and have the requisite experience and expertise in the context of the business of the Company to make a significant contribution to the deliberations of the Board of Directors.

19. PERFORMANCE EVALUATION

â¢ Accountability towards shareholders;

â¢ Critical review of business strategy;

â¢ Conducive environment for the communication and rigorous decision making;

â¢ Boardâs focus on wealth maximization for shareholders;

â¢ Boardâs ability to demand and foster higher performance;

â¢ Business Continuity preparedness;

â¢ Skill set and mix thereof among Board members;

â¢ Flow of information so as to enable informed opinions by the Directors;

â¢ Adequacy of meetings of Directors in terms of frequency as well as the time dedicated for discussions and deliberations.

The performance evaluation criteria for the Committees of the Board, was modelled on the following factors:

â¢ Contribution, control and counselling by the Committee on various matters;

â¢ Qualitative comments/inputs;

â¢ Deficiencies observed, if any;

â¢ Qualification of members constituting the Committee;

â¢ Attendance of Committee members in the respective meetings;

â¢ Frequency of meetings.

In addition, the Chairman of the Board was also evaluated on the key aspects of his role and the report on his performance evaluation was placed before the separate meeting of the Independent Directors for review. During the year, the separate meeting of Independent Directors was held on June 10, 2021. In this meeting, the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The same was also discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the meeting of Independent Directors.

20. FAMILIARISATION PROGRAMME

The Company has formulated a detailed Induction pack for on-boarding of new Directors, which, inter-olio, covers the following:

â¢ Introduction and meeting with other Directors on the Board and the Senior Management;

â¢ Brief introduction about the business, strategy and nature of industry of the Company in which it operates;

â¢ Roles, rights and responsibilities of Directors including Independent Directors;

â¢ Extant Committees of Board of Directors;

â¢ Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

â¢ The Codes of Conduct which are in place and applicable to the Directors;

â¢ Remuneration payable to Directors pursuant to shareholdersâ approval to that effect;

â¢ Liability Insurances taken by the Company to cover Directors.

In addition to this, periodic familiarization programmes are conducted for the Directors about the business operations, industry overview, threats,

opportunities and challenges in respective verticals. Furthermore, detailed business presentations are made at quarterly meetings of Board of Directors. The details of familiarization programmes/ training imparted to Independent Directors have been hosted on the Companyâs website at https://eclerx. com/investor-relations/corporategovernance.

The Independent Directors are encouraged to attend educational programs in the area of Board/ Corporate governance.

The Directors have access to management to seek any additional information, clarification and details as may be required. In terms of the Listing Regulations, the standard letter of appointment of Non - Executive Independent Directors of the Company containing the requisite familiarization details has been hosted on the Companyâs website at https://eclerx.com/ investor-relations/corporate-governance.

21. DIRECTORSâ RESPONSIBILITY STATEMENT

â¢ in the preparation of the annual accounts for the FY2022, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

â¢ 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 as at March 31, 2022 and of the profit or loss of the Company for the year ended on that date;

â¢ the Directors had prepared the annual accounts on a going concern basis;

â¢ 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;

â¢ 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.

22. BOARD MEETINGS

During FY2022, 5 (Five) Board Meetings were held details of which, along with particulars of attendance of the Directors at each of the Board Meetings are given in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

23. BOARD COMMITTEES

24. AUDIT COMMITTEE

The Audit Committee comprises of Mr. Biren Gabhawala, Mr. Anish Ghoshal, Ms. Deepa Kapoor and Mr. PD Mundhra. The majority of the Members are Independent Directors and Mr. Biren Gabhawala, Independent Director is the Chairperson of the Committee.

Mr. Pradeep Kapoor ceased to be a Member of the Audit Committee consequent upon his resignation as Non-executive Independent Director of the Company with effect from close of business hours on February 2, 2022.

During the year, all recommendations made by the Audit Committee were accepted by the Board.

25. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

There were no instances of fraud reported by the Statutory Auditors during FY2022 in terms of the Section 134 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

26. NOMINATION AND REMUNERATION POLICY

The Company has formulated the Nomination and Remuneration Policy in accordance with the provisions of the Act and the Listing Regulations. The said policy acts as a guideline for determining, inter-olio, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and

other employees. The aforesaid policy is hosted on the Companyâs website at https://eclerx.com/ investor-relations/corporate-governance/.

27. VIGIL MECHANISM

Company has zero tolerance policy for any form of unethical behaviour. Pursuant to the provisions of the Act and Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong-doing that may adversely impact the Company, the Companyâs customers, shareholders, employees, investors, or the public at large. This policy, inter-olio, also sets forth (i) procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters (ii) reporting instances of leak or suspected leak of Unpublished Price Sensitive Information and (iii) an investigative process of reported acts of wrong doing and retaliation from employees, inter-olio, on a confidential and anonymous basis.

The aforesaid policy has also been hosted on the Companyâs website at https://eclerx.com/investor-relations/corporate-governance. The same is reviewed by the Audit Committee from time to time.

During the year, the Company received one whistle blower complaint with respect to violation of eClerx Code of Conduct. Company thoroughly investigated the matter, and the same was closed to the satisfaction of relevant stakeholders. It is affirmed that no person has been denied access to the Audit Committee.

28. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with

the Companies (Meetings of Board and its Powers) Rules, 2014, as on March 31, 2022, are set out in Note 5.3 and 5.1 respectively to the Standalone Financial Statements of the Company. The Company has not provided any guarantee during the year under review.

29. PARTICULARS OF TRANSACTIONS, CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year, all the transactions that the Company entered into with related parties were in the ordinary course of business and at armsâ length basis. All such transactions were approved by the Audit Committee and were reviewed by it on a periodic basis. Further, the Company has not entered into material contracts or arrangements as defined under Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

The policy on Related Parties as approved by the Board is hosted on the Companyâs website at https://eclerx.com/investor-relations/corporate-governance/.

Pursuant to the related party disclosure requirements under Part A of Schedule V of Listing Regulations, there were no loans and advances in nature of loans outstanding for the financial year ended March 31, 2022, from subsidiaries, associate companies or firms/companies in which Directors are interested.

30. BUSINESS RESPONSIBILITY REPORT

Company believes in creating value for all its stakeholders. It has been conducting business in a sustainable manner and in a way that delivers longterm shareholder value and create maximum value for the Society.

The Company is also committed to ensure that its actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

As stipulated under Regulation 34 of the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

32. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

From Home (WFH) related risks like Insecure Data storage & Transmission, Unauthorized disclosure of information and crucial information leakage on account of COVID-19 pandemic. The Company brought necessary changes to the Enterprise Wide Risk Management (EWRM) framework so as to mitigate such risks.

The Company has in place a well-defined Enterprise Wide Risk Management framework and Risk Management Policy which, inter-olio, aims at the following:

â¢ Safeguarding the Company assets, interests and interest of all stakeholders by identifying, assessing and mitigating various risks.

â¢ Laying down a framework for identification, measurement, evaluation, mitigation & reporting of various risks.

â¢ Evolving the culture, processes and structures that are directed towards the effective management of potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

â¢ Balancing between the cost of managing risk and the anticipated benefits.

â¢ Creating awareness among the employees to assess risks on a continuous basis & develop risk mitigation plans in the interest of the Company.

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

The Company is committed to creating a healthy working environment that enables employees to work without fear of prejudice and gender bias. The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-olio, of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

Details of sexual harassment complaints received during FY2022:

â¢ No. of complaints received during financial year 2021-22: 2

â¢ No. of complaints disposed of during financial year 2021-22: 2

â¢ No. of complaints pending as on end of the financial year 2021-22: NIL

34. CORPORATE SOCIAL RESPONSIBILITY

The CSR Committee reviews and monitors the CSR projects and expenditure undertaken by the Company on a regular basis and apprises the Board of the same. During the year, the Company had incurred Rs. 52.83 Million towards CSR expenditure. The Companyâs CSR policy statement and the Annual Report on CSR activities undertaken during the financial year ended Mach 31, 2022, in accordance with Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure-IV to this report.

Further, in terms of the amended CSR Rules, the Chief Financial Officer has certified that the funds disbursed for CSR have been used, for the purpose and in the manner approved by the Board for FY2022.

35. AWARDS AND RECOGNITION

Building from previous successes, the Company was recognized in several industries throughout the year. KYC capabilities of the Company led the Company to win the Best Data Solution for KYC at the RegTech Insight Awards 2021 USA and the Best KYC and Client On-Boarding Solution at the Data Management Insight Awards 2021 from A-Team Group. The Company also won the AIM Award and was named one of the Top 50 Firms in India for Data Scientists to Work for. The Company continued to flourish and grow excellence across learning and development, winning two Brandon Hall Awards for this achievement. Companyâs New York office won a place among Crainâs 100 Best Places to Work. Finally, at the international level, Companyâs quality standards garnered high praise, winning one of the most coveted awards in the industry - the Gold award at ASQ (American Society for Quality) International - capping off a robust year of growth in Companyâs services.

36. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS

Details of the ratio of the remuneration of each Director to the median employeeâs remuneration (approx.):- Executive Director: 73 times; NonExecutive Non Independent Director: NA; NonExecutive Independent Director: 6 times (excluding sitting fees).

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:- Executive Director: Nil, Non-Executive Independent Directors: 5.26 %, Chief Financial Officer: 7.5%, Company Secretary: 8%.

The percentage increase in the median remuneration of employees in the financial year: (1)% - During FY2022, substantial numbers of employees were hired as fresherâs which mainly contributed to decrease in median of remuneration of employees;

The global headcount of the Company as on March 31, 2022 was more than 14,000.

v/s 9.57% increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management;

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a seperate annexure forming part of this report. Further, the report and the annual financial statements are being provided to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any member interested in obtaining a copy of the same may write to the Company Secretary.

The Company affirms that the remuneration is as per the remuneration policy of the Company.

37. EMPLOYEESâ STOCK OPTION SCHEME/PLANESOP Scheme 2015

â¢ Pursuant to the applicable requirements of SEBI (Share Based Employee Benefits) Regulations 2014, as amended to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, your Company had framed and instituted Employee Stock Option Plan 2015 (âESOP Scheme 2015â) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

â¢ An ESOP trust, which has been set up under ESOP Scheme 2015, is managed by independent trustee and is authorized for secondary market acquisition. During the year under review, ESOP Trust has acquired 74,440 shares from open market.

ESOP Scheme 2022

â¢ Since the options which could be granted under ESOP Scheme 2015 were nearing exhaustion and relevant laws and regulations had undergone many changes since the institution of ESOP Scheme 2015, the Board had, pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and based on the recommendation of Nomination and Remuneration Committee, approved the institution of the ESOP Scheme 2022.

â¢ Under the ESOP Scheme 2022, total 1,800,000 (One Million Eight Hundred Thousand Only) options would be available for being granted to eligible employees of the Company, its subsidiaries and associates Company(ies) and existing ESOP Trust is authorized for secondary market acquisition of shares. The Shareholders had approved the institution of ESOP Scheme 2022 and related matters on May 4, 2022 through Postal Ballot. The above maximum number of Securities that may be granted under this Scheme shall be subject to adjustment with

regards to various corporate actions which the Company may come out with.

The Company has granted stock options from time to time to its employees and also to employees of its subsidiaries, and the disclosure in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the Companyâs website at https://eclerx.com/investor-relations/financials/.

38. ENHANCING SHAREHOLDER VALUE

Company is committed to creating long term value for shareholders by achieving high levels of operating performance, cost competitiveness, enhancing the productive asset and resource base and striving for excellence in all areas of operations. The Company is also committed to creating value for all its stakeholders by ensuring that its corporate actions positively impact the economic, societal and environmental dimensions of the triple bottom line.

Anticipating customer requirements early and being able to address them effectively requires a strong commercial support.

39. HUMAN RESOURCE MANAGEMENT

The Company recognizes people development as a key strategic differentiator and invests in multiple

high-value learning solutions besides engaging with industry experts, stalwarts from specialized practice areas. Further, details on human resource management are set out in the Management Discussion and Analysis Report, describing the initiatives taken by the Company, which forms part of the Annual Report.

40. CORPORATE GOVERNANCE

The Securities and Exchange Board of India has prescribed certain corporate governance standards vide Regulations 24 and 27 of the Listing Regulations. Your Directors re-affirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditorsâ Certificate on its compliance is annexed hereto.

During the year, Company adopted the following additional Corporate Governance practices for the benefit of its Shareholders:

â¢ Apart from submitting financial results with stock exchanges and uploading on the Companyâs website, the Company started sending quarterly financial results to shareholders on their registered e-mail ID for their ease of reference.

â¢ Apart from the statutory requirements, the Company started sending an additional reminder on yearly basis to its Shareholders on their registered e-mail ID requesting to claim the unpaid/unclaimed Dividend.

41. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

42. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of India and Companyâs Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors eClerx Services Limited

Place: Mumbai Anish Ghoshal

Date: August 9, 2022 Chairman

Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Directors are pleased to present their Eighteenth Annual Report along with the audited annual accounts for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

Key aspects of Financial Performance/ Operating Performance of the Company for the year ended March 31, 2018 are tabulated below, inter-alia, pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein, wherever required:-

(Rupees in Million)

	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Income from operations	11,440.21	11,620.22	13,650.62	13,300.33
Other income	438.27	284.79	402.31	282.00
Total Revenue	11,878.48	11,905.01	14,052.93	13,582.33
Operating expenses	8,180.72	7,406.62	9,987.48	8,705.79
Earnings before interest, tax, depreciation and amortization (EBITDA)	3,697.76	4,498.39	4,065.45	4,876.54
EBITDA%	31.13%	37.79%	28.93%	35.90%
Finance costs	-	-	0.40	0.25
Depreciation, goodwill & amortization expenses	295.99	364.07	482.42	517.96
Earnings before exceptional items & tax	3,401.77	4,134.32	3,582.63	4,358.33
Exceptional items	212.59	(80.41)	212.59	-
Net profit before tax (PBT)	3,614.36	4,053.91	3,795.22	4,358.33
Taxes	833.17	742.43	895.80	819.03
Profit for the year before minority interest	2,781.19	3,311.48	2,899.42	3,539.30
Minority interest	-	-	(0.42)	(0.97)
Profit for the year attributable to shareholders	2,781.19	3,311.48	2,899.84	3,540.27
NPM%	23.41%	27.82%	20.63%	26.07%

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS OF THE COMPANY

The information on operational and financial performance, etc., is provided under the Management Discussion and Analysis Report, which is annexed to the Directors'' Report and has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Apart from the information contained in Notes to the Financial Statements, no material changes and commitments have occurred after the closure of the FY 2017-18 till the date of this Report, which would affect the financial position of your Company.

3. DIVIDEND

Based on the overall Company''s performance, your Directors are pleased to recommend a dividend of Rs, 1/- (10%) per share. The total quantum of dividend payout if approved by the Members will be about Rs, 46.49 million including about Rs, 7.86 million which will be paid by the Company towards dividend tax and surcharge on the same.

4. DIVIDEND DISTRIBUTION POLICY

The Company had paid a dividend of Rs, 1/- per share (10%) in the previous year. The Company intends to maintain historical payout ratio and is exploring efficient methods to achieve the same. The historical data of dividend distribute by the Company is as follows:

S. No.	Dividend	FY 2016-17	FY 2015-16	FY 2014-15	FY 2013-14	FY 2012-13	FY 2011-12	FY 2010-11
1	Dividend (Final)	1.00	1.00	35.00	35.00	25.00	17.50	22.50
2	Total Dividend for the year	1.00	1.00	35.00	35.00	25.00	17.50	22.50
3	Dividend as % EPS (Basic)	1.4%	1.2%	46%	41%	43%	32%	53%
4	Dividend as % Profit After Tax	1.4%	1.2%	46%	41%	44%	32%	53%
5	Tax Amount (Rs, million)	8.12	8.36	222.28	179.50	126.93	82.50	105.32

The register of members and share transfer books will remain closed from Thursday, August 23, 2018, to Wednesday, August 29, 2018 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Eighteenth Annual General Meeting of the Company is scheduled to be held on Wednesday, August 29, 2018.

Pursuant to Regulation 43A of the Listing Regulations, your Company has formulated a dividend distribution policy with regards to distribution of dividend to its shareholders and / or retaining or plough back of its profits. The Policy also sets out the circumstances and different factors for consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the shareholders.

The aforesaid policy has also been posted on the Company''s website on https://eclerx.com/wp-content/uploads/2018/06/ DividendDistributionPolicy.pdf

5. GENERAL RESERVE

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2018.

6. BUY BACK OF EQUITY SHARES

During the year under review, the Company bought back 1,290,000 fully paid-up equity shares of face value of Rs, 10 each, constituting up to 3.24% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2017. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company as on February 05, 2018, by way of a Tender Offer for cash at a price of Rs, 2,000 (Rupees Two Thousand only) per Equity Share for an aggregate amount up to Rs, 2,580 million excluding transaction cost(s), pursuant to shareholders approval dated January 23, 2018.

The Buyback size was about 24.99% of the aggregate paid-up equity capital and free reserves of the Company as per the standalone financial statements of the Company for the financial year ended March 31, 2018. Demat Equity Shares accepted under the Buyback were transferred to the Company''s demat account and the unaccepted demat Equity Shares were returned to respective Seller Members / custodians by the Indian Clearing Corporation Limited / BSE. There were no Physical Shares tendered in the Buyback. The shares accepted under the Buy Back were extinguished and total issued and paid up capital was thus reduced to 38,629,082 equity shares of '' 10/- each.

7. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013.

8. SUBSIDIARIES / ASSOCIATE COMPANIES

MCA vide its notification dated September 20, 2017 issued the Companies (Restriction on number of layers) Rules, 2017, whereby a holding company can create upto 2 layers of subsidiaries only. There is no compulsion to reduce the layers of subsidiaries as of now but Form CRL -1 has to be filed within 150 days elaborating the above structure. No further addition in layers of subsidiary is allowed except under aforesaid overseas acquisition route. The Company is in compliance with the maximum numbers of investment layers allowed.

In this regard, Company has filled necessary E-forms with Registrar of Companies within due date.

The Company has following subsidiaries/associates as on March 31, 2018:

10. CLIENT BASE

The client segmentation, based on the last 12 months'' accrued revenue for the current and previous years, on a consolidated basis is as follows:

Clients	FY 2017-18	FY 2016-17	FY 2015-16	FY 2014-15	FY 2013-14
US$ 0.5-1 million	17	14	16	7	6
US$ 1-5 million	17	18	17	7	6
More than US$ 5 million	6	6	7	7	6

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

There has been no material change in the nature of business of subsidiaries and associate Company, during the year under review.

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements including Consolidated Financial Statements, along with relevant documents have been posted on the Company''s website www.eClerx.com. The same are also open for inspection at the Registered Office of the Company on all working days (Monday to Friday) between 11.00 a.m. to 6.00 p.m. up to the date of AGM and at the venue of AGM during AGM.

A statement containing salient features of performance and financial position of each of the subsidiaries included in the financial statements is attached as Annexure-I to this report in Form AOC-1.

11. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Controls (IFC) are reviewed by your management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee and Board of Directors for review of actionable items. The review of the IFC, Inter-alia, consists of the three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.

12. CHANGES IN SHARE CAPITAL

Particulars	No. of shares	Amount in Rupees.
Issued, subscribed and Paid-up Capital as on April 1, 2017	39,784,171	397,841,710
Add: Number of shares allotted during the year FY 2017-18 on account of ESOP Allotment	134,911	1,349,110
Less: Shares bought back via "Tender Offer" Route during the year FY 2017-18	1,290,000	12,900,000
Issued, subscribed and Paid-up Capital as on March 31, 2018	38,629,082	386,290,820

13. STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, [ICAI Registration No. 101049W / E300004] the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on July 10, 2014 for a period of 5 years i.e. upto conclusion of Nineteenth Annual General Meeting. Pursuant to the Companies Amendment Act, 2017, their appointment is not subject to annual ratification at the AGM with effect from May 7, 2018. Accordingly, the notice does not contain proposal for ratification of their appointment.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

14. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, and Rules there under, a Secretarial Audit Report for the FY 2017-18 in Form MR-3 given by M/s Mehta & Mehta, Company Secretaries, is attached as Annexure-III with this report. The Secretarial Auditors'' Report does not contain any qualification, reservation or adverse mark.

15. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the prescribed form MGT-9 forms part of this report, as provided under Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 is given in the Annexure-II forming part of this report.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company''s operations in future.

17. DIRECTORS

In accordance with the Articles of Association of the Company, Anjan Malik, [DIN: 01698542] retires from office by rotation, and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting of the Company.

The brief resume of Anjan Malik as required, interalia, in terms of Regulation 36 of the Listing Regulations and the required proposal for reappointment of the above Director at the forthcoming Annual General Meeting is included in the Notice convening this Annual General Meeting. Anjan Malik is not a Key Managerial Personnel pursuant to the provisions of Companies Act, 2013.

During the year, Mr. V. K. Mundhra resigned from the Board on November 01, 2017 and Mr. Vikram Limaye resigned from the Board on June 10, 2017.

During the year, Mr. Gaurav Tongia has resigned from the designation of Company Secretary & Compliance officer effective from November 17, 2017 and his place, Mr. Pratik Bhanushali has been appointed as Company Secretary & Compliance officer effective from on January 30, 2018.

18. DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received Certificate of Independence from all Independent Directors, inter- alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company. The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

19. BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS EVALUATION

The Companies Act 2013, rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provide that the Annual Report of the Company shall disclose the following:

- Manner in which formal performance evaluation of the Board, its Committees, and Individual Directors including independent directors has been carried out; and

- Evaluation criteria.

To this effect, the Board of Directors had appointed an external expert on Board evaluation, for facilitating and carrying out the said evaluation who carried out the review, analysis, evaluation and submitted its report. This exercise, inter-alia, aimed at evaluation of the Board at a collective level and evaluation of individual board members, including peer review and self-assessment. The individual reports were submitted to respective directors whereas the Board level report was placed before the Nomination and

Remuneration Committee as well as the Board of Directors, for review, requisite noting and action items.

The said review was carried out, based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter-alia, modelled on the following factors:

- Accountability towards shareholders;

- Critical review of business strategy;

- Conducive environment for candid communication and rigorous decision making;

- Board''s focus on wealth maximization for shareholders;

- Board''s ability to demand and foster higher performance;

- Business Continuity preparedness;

- Skill Set and mix thereof among Board members;

- Flow of information so as to enable informed opinions by the Directors;

- Adequacy of meetings of directors in terms of frequency as well as the time dedicated for discussions and deliberations.

The peer review checklist encouraged the Directors to share their feedback, suggestions and opinions frankly which were then collated and submitted to each of the directors for noting, information and requisite future action, as deemed fit.

On the same lines, review of committees of Board of Directors was also conducted based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter-alia, modelled on the following factors:

- Contribution, control and counseling by the Committee on various matters;

- Qualitative comments/inputs;

- Deficiencies observed, if any;

- Qualification of members constituting the Committee;

- Attendance of Committee members in the respective meetings;

- Frequency of meetings.

In addition, the Chairman was also evaluated on the key aspects of his role.

In separate meetings of Independent Director which was held on December 22, 2017, and May 23, 2018, performance, inter-alia, of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director and non- executive directors. The same was discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the meeting of Independent Directors.

I t is intended to continue with this practice going forward and explore to enhance the scope of this exercise, if and as deemed fit.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of Familiarization programme held during the year is available on the website of the Company. The introductory familiarization program is undertaken as and when there is a new induction on the Board of the Company, which, inter-alia, covers the following:

a) Introduction and meeting with other Directors on the Board and the Senior Management;

b) Brief introduction about the business and nature of industry of the Company in which it operates;

c) Roles, rights and responsibilities of directors including independent Director(s);

d) Extant Committees of Board of Directors;

e) Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

f) The Codes of Conduct which are in place and applicable to the Directors;

g) Remuneration payable to Directors pursuant to Shareholders approval to that effect;

h) Liability Insurances taken by the Company to cover directors.

In addition to this, periodic familiarization programmes are conducted for the directors about the business operations, industry overview, threats, opportunities and challenges in respective verticals. Furthermore, detailed business presentations are made at quarterly meetings of Board of Directors. The details of familiarization programmes imparted to independent directors have been posted on the website of the Company on https://eclerx. com/wp-content/uploads/2018/07/Details of Familiarization Progr ammes-IndependentDirectors.pdf

Support is provided for independent directors, if they choose to attend educational programs in the area of Board / Corporate governance.

The Directors have access to Management to seek any additional information, clarification and details as may be required. The standard letter of appointment of Non - Executive Independent Directors of the Company containing the requisite details has been posted on the website on https://eclerx.com/wp-content/ uploads/2018/06/StandardAppointmentLetter-IDs.pdf

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 and other applicable rules and regulations, the Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the FY 2017-18, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 as at March 31, 2018 and of the profit or loss of the Company for the year ended on that date;

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

d. the Directors 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.

22. BOARD MEETINGS

During the FY 2017-18, 6 (Six) Board Meetings were held as follows:

May 30, 2017	August 11, 2017	November 1,	2017
December 22, 2017	January 30, 2018	March 13,	2018

The number of committees and particulars of attendance of the Directors at the board and committee meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

23. AUDIT COMMITTEE

Composition of Audit Committee:

Name	Designation
Biren Gabhawala	Chairman
Pradeep Kapoor	Member
Anish Ghoshal	Member
Deepa Kapoor	Member
PD Mundhra	Member

There were no such instances wherein the recommendations of the Audit Committee were rejected by the Board of Directors.

24. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 13 of Companies (Audit and Auditors) Rules, 2014, as amended from time to time, if an auditor of a company, in the course of performance of his duties as Statutory Auditor, has reason to believe that an offence of fraud involving individually an amount below rupees one crore, is being or has been committed against the company by its officers or employees, the auditor shall report the matter to the Audit Committee of the Company.

There were no such instances of fraud reported by the Statutory Auditor during the FY 2017-18.

25. NOMINATION AND REMUNERATION POLICY

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors vide its resolution dated July 31, 2014. The policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy has also been posted on the Company''s website on https://eclerx.com/wp-content/ uploads/2018/06/NominationRemunerationPolicy.pdf

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrong doing that may adversely impact the Company, the Company''s customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth (i) procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters and (ii) an investigative process of reported acts of wrong doing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The aforesaid policy has also been posted on the Company''s website on https://eclerx.com/wp-content/uploads/2018/06/ WhistleBlowerPolicy.pdf

27. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Particulars	Amount (Rupees in million)
Loan	Please refer Notes to Standalone Statement - Note No. 8	Financial
Guarantee	N.A.
Investment	Please refer Notes to Standalone Statement - Note No. 5.1	Financial

28. PARTICULARS OF TRANSACTIONS, CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of the transactions pursuant to the provisions of inter-alia, Section 188 and the Companies (Meetings of Board and its Powers) Rules, 2014 are as under. All the transaction(s) are in the ordinary course of business and at arms'' length basis. Further details are also set out in the Notes to Standalone Financial Statements.

Name	Nature of Transaction	Relationship	Salient Terms	Duration	Date of Approval by the Board	Transactions during the year March 31, 2018	Outstanding Balance as at March 31, 2018
eClerx Limited	Sales and marketing services by subsidiary to the Company	Wholly owned subsidiary	Contract of Sales and Marketing	Ongoing	May 20, 2014 / July 31, 2014 / ongoing	454.95	174.40 Payable
	Amount received by the Company on behalf of the subsidiary		N.A.			2.13
	ITES services by subsidiary to holding					7.41
	Amount received by subsidiary on behalf of the Company					0.46	1.98 receivable
	Expenses incurred by the Company on behalf of subsidiary		N.A.			1.99
	ITES services by the Company to subsidiary					1.52
eClerx LLC	Sales and marketing services by subsidiary to the Company	Wholly owned subsidiary	Contract of Sales and Marketing	Ongoing	May 20, 2014 / July 31, 2014 / ongoing	1576.38	510.51 Payable
	Amount received by the Company on behalf of the subsidiary		N.A.			7.06
	ITES services by subsidiary to the Company holding					21.21
	Expenses incurred by the Company on behalf of subsidiary		N.A.			2.99	43.69 receivable
	Amount received by subsidiary on behalf of the Company		N.A.			9.40
	ITES services by the Company to subsidiary					43.43
Anjan Malik	Dividend	Director	N.A.	FY 2014-15	May 25, 2015	As decided/ recommended by Board and / or approved by Shareholders

Name	Nature of Transaction	Relationship	Salient Terms	Duration	Date of Approval by the Board	Transactions during the year March 31, 2018	Outstanding Balance as at March 31, 2018
PD Mundhra	Remuneration	Executive Director	N.A.	5 years (April 1, 2015 to March 31, 2020)	October 30, 2014	24.15
	Dividend		N.A.	FY 2014-15	May 25, 2015	As decided/ recommended by Board and / or approved by Shareholders	-
V.K. Mundhra	Dividend	Director	N.A.	FY 2014-15	May 25, 2015	As decided/ recommended by Board and / or approved by Shareholders	-
Rohitash Gupta	Remuneration	Key Management Personnel	N.A.	Ongoing /FY 2014-15	Ongoing	22.05
	Dividend		N.A.		May 25, 2015	As decided/ recommended by Board and / or approved by Shareholders
Duncan Stratton & Company Limited	Rent and electricity	Common Director	Leave and License Agreement for a period 3 years	36 months (October 1, 2014 to September 30, 2017)	October 30, 2014	0.03	-
eClerx Private Limited	Sales and marketing services by subsidiary to the Company	Wholly owned subsidiary	Contract of Sales and Marketing	Ongoing	May 20, 2014 / July 31, 2014 / ongoing	86.78	26.89 Payable
	ITES services by subsidiary to to the Company					2.92
	Amount received by holding on behalf of the Subsidiary					3.16
	Expenses incurred by the Company on behalf of subsidiary		N.A.			1.16	3.98 receivable
	Amount received by subsidiary on behalf of the Company					6.52

Name	Nature of Transaction	Relationship	Salient Terms	Duration	Date of Approval by the Board	Transactions during the year March 31, 2018	Outstanding Balance as at March 31, 2018
CLX Europe S.P.A.	ITES Services provided by step down subsidiary to the ultimate holding Company	Step-down Subsidiary	Contract of ITES Services	Ongoing	May 25,2015	26.82	6.79 Payable 10.97 Receivable
CLX Europe S.P.A.	ITES services provided by the Company to step down subsidiary					104.80	6.79 Payable 10.97 Receivable
CLX Europe Media Solutions Ltd. (UK)	ITES services by the Company to step down subsidiary Company					1.81

Company has granted loan to eClerx Employee Welfare Trust, as per details set out in Note No. 33 under Standalone Financial Statements. The Trust is managed by independent trustee and beneficiaries are employees of the Company and its subsidiaries.

During the year, Company carried out a Buyback of shares and some Directors and officers of the Company participated in the same, as per details set out in Note No. 35 under Consolidated Financial Statements.

Pursuant to Related Party disclosure requirements under Part A of Schedule V of Listing Regulations, there are no loans and advances outstanding for the year ended March 31, 2018, from subsidiaries, associate companies or firms / companies in which directors are interested.

29. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report, describing the initiatives taken by the Company from environmental, social and governance perspective forms part of the Annual Report.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required, inter-alia, under Section 134 of the Companies Act, 2013, is given in the Annexure IV forming part of this report.

31. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

Your Company has in place a well-defined Enterprise Wide Risk Management (''EWRM'') framework and Risk Management Policy which, inter-alia, aims at the following:

1. Alignment of risk appetite and strategy of the organization by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing, and acceptance.

3. Reduction/elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the Audit Committee and the

Board of Directors. The Company has also laid down procedures to inform the Board of Directors about risk assessment and minimization procedures.

32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter- alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

During FY 2017-18, total 9 cases of Sexual harassment were reported, all cases have been satisfactorily addressed within the defined timelines. Out of 9 cases, 2 cases were unsubstantiated, in 1 case the respondent was found to be guilty and appropriate action was taken and 6 cases were resolved through conciliation. There were no pending cases as on March 31, 2018.

33. CORPORATE SOCIAL RESPONSIBILITY Brief outline on the CSR Policy

The Company continues to earmark a corpus every year for CSR activities. The eClerx Cares team under the guidance of CSR Committee is responsible for championing all philanthropy and CSR initiatives of the Company. The mission of eClerx Cares is committed to being participants of progress by supporting initiatives in education and child welfare to help measurably improve the lives of underprivileged children.

Our partner NGOs are selected for their projects on child rights and education which is one cause, that resonates broadly within the Company. At eClerx, we believe that money is only ever a small part of the solution and our ethos involve the entire organization heartily contributing to making a difference either through donating clothes and other material for people in distress, volunteering their time in training, running marathons for a cause, or engaging with children from schools we sponsor through our corporate funding.

In today''s times, the role of CORPORATE SOCIAL RESPONSIBILITY (CSR) is becoming extremely important as forward-thinking, socially conscious companies embed initiatives in their business practices that add value and benefit society, build healthy communities, enhance cultures while at the same time work towards environmental wellbeing. CSR is now being looked at as a concept different from pure philanthropy and more in tune with strategic intervention that ultimately benefits industry itself and as a strategic intervention of giving back to the society.

The eClerx Cares Committee under the guidance of Board of Directors is responsible for championing all CSR initiatives of the Company. While the eClerx Cares Committee approves and monitors the project funding with different NGOs, the ''eClerx Cares Council'' at each location champions our employee engagement initiatives. Over the years there has been a huge increase in the lives touched due to the tireless efforts of the eClerx Cares team.

Employee Engagement

Employees were encouraged to participate enthusiastically in the engagement activities laid out across the year. Given below is a list of employee engagement activities undertaken in this year:

- Payroll Giving - existing tie up with Nanhi Kali and CRY. Till date, more than 5000 employees contributed a part of their salaries towards payroll giving. eClerx matches contribution made by each employee.

- A 200 strong contingent of eClerx employees participated in the Standard Chartered Mumbai Marathon pledging their support to the cause of education for the poor and downtrodden. While 120 participated in the 6 km Dream Run category, 80 employees participated in the professional categories of 10 km and 21 km Half Marathon.

- 120 employees from our Pune office participated in the Heritage Walk organized by our partner NGO - SAMPARC, to promote the cultural heritage of Maharashtra and to promote the work done by SAMPARC in the Lonavala region.

- Annual Learn-and-Fun Day event for the students of schools sponsored through our corporate funding visit eClerx offices for a day.

- ''Joy of Giving'' - activity where employees donate gifts requested by children of a supported NGO.

- Our employees supported government school students of Std Xth from our partner NGOs to fill up their online college admission forms.

- Some of our employees from Mumbai and Pune participated in a wall painting activity to promote the need to ''Stop Modern Day Slavery''.

- Old and reusable material were contributed by our employees to Goonj, which undertakes disaster relief, humanitarian aid, and community development in parts of 22 states across India.

- With the help of volunteers from Pune helped to stamp and barcode books which were used in libraries set up by Akshar Bharati in several schools across Maharashtra.

- eClerx had sponsored a computer lab at JSKAS, which was completely built and managed by the volunteers. A team of dedicated employees from Chandigarh takes turns to conduct basic computer training for 50 children from Jyoti Sarup Kanya Asra Society.

Other Details: a. Corporate Social Responsibility Policy:

The Company has in place Corporate Social Responsibility Policy.

b. Web-link of the CSR Policy and projects or programs:

CSR Policy of the company is available on https://eclerx.com/ wp-content/uploads/2018/06/CSRPolicy.pdf

c. Composition of CSR Committee:

Name	Designation
Deepa Kapoor	Chairperson
Anish Ghoshal	Member
Biren Gabhawala	Member
PD Mundhra	Member

d. Average Profit Before Tax for last 3 Financial Years

Financial Year	Average Net Profit (in Million)
2014-15	2,700.34
2015-16	3,911.02
2016-17	4,053.91
Total Profit	10,665.27
Average Profit	3,555.09

e. Prescribed CSR Expenditure (2% of the average profit as in item (d) above):'' 71.11 million

f. Details of CSR spent during the financial year

a. Amount spent during the Financial year: '' 71.11 million

b. Amount unspent if any: Nil

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

S No	CSR Projects or activities identified	Sector in which the project is covered	Projects or Programs 1. Local area or other 2. Specify the State and district where projects or program was undertaken	Amount outlay (budget) projects or program wise (Rupees in Million)	Amount spent on the projects or programs Sub heads: 1. Direct expenditure on projects or programs 2. Overhead (Rupees in Million)	Cumulative Expenditure upto March 31, 2018 (Rupees in Million)	Direct or Implementing Agency¹
1	Sanskriti Samvardhan Mandal	Child Education	Other - Maharashtra	4.72	4.72	4.72	Through Implementing Agency
2	Parivaar - Amar Bharat Vidyapeeth	Child Education	Other - West Bengal	4.76	4.76	4.76	Through Implementing Agency
3	SAMPARC	Child Education	Other - Maharashtra	11.29	11.29	11.29	Through Implementing Agency
4	LAHI (Lend a Hand India)	Child Education	Local Area - Mumbai, Pune	14.58	14.58	14.58	Through Implementing Agency
5	Snehalaya	Child Education	Other - Maharashtra	5.96	5.96	5.96	Through Implementing Agency
6	Jyoti Sarup Kanya Aasra	Child Education	Local Area -Chandigarh	5.68	5.68	5.68	Through Implementing Agency
7	Kaveri Vanitha Sevashrama	Child Education	Other - Bangalore	1.71	1.71	1.71	Through Implementing Agency
8	NASSCOM Foundation	Child Education	Local Area - Mumbai, Pune and Chandigarh	4.75	4.75	4.75	Through Implementing Agency
9	Magic Bus	Child Education	Local Area - Mumbai	3.93	3.93	3.93	Through Implementing Agency
10	Seva Sadan	Child Education	Local Area - Mumbai	1.50	1.50	1.50	Through Implementing Agency
11	K C Mahindra Trust A/c Nanhi Kali	Child Education	Local Area - Mumbai	1.40	0.43	0.43	Through Implementing Agency
12	CRY	Child Education	Local Area - Mumbai		1.00	1.00	Through Implementing Agency
13	Magic Bus (TMM)	Child Education	Local Area - Mumbai	2.01	2.01	2.01	Through Implementing Agency
14	LAHI (Lend a Hand India) (TMM)	Child Education	Local Area - Mumbai, Pune	1.34	1.34	1.34	Through Implementing Agency
15	United Way (TMM )	Child Education (Admin Exp)	Local Area - Mumbai	0.65	0.65	0.65	Through Implementing Agency
16	CSR Lead	Child Education (Admin Exp)	Other	1.00	1.00	1.00	Direct

S No	CSR Projects or activities identified	Sector in which the project is covered	Projects or Programs 1. Local area or other 2. Specify the State and district where projects or program was undertaken	Amount outlay (budget) projects or program wise (Rupees in Million)	Amount spent on the projects or programs Sub heads: 1. Direct expenditure on projects or programs 2. Overhead (Rupees in Million)	Cumulative Expenditure upto March 31, 2018 (Rupees in Million)	Direct or Implementing Agency²
17	Internal engagement events, and other Admin Expenses	Child Education (Admin Exp)	Other	0.50	0.78	0.78	Direct
18	Research study on Modern Slavery	Child Education	Local Area - Mumbai	0.70	0.74	0.74	Through Implementing Agency
19	Employee Driven Programs	Child Education	Local Area - Mumbai, Pune and Chandigarh	2.00	2.08	2.08	Through Implementing Agency
20	Capacity building for CSR Staff and NGO Partners	Child Education (Admin Exp)	Local Area - Mumbai	0.44	0.47	0.47	Through Implementing Agency
21	SAMPARC (Heritage Walk)	Child Education (Admin Exp)	Local Area - Pune	0.12	0.12	0.12	Through Implementing Agency
22	Impact Assessment of four Programs	Child Education	Local Area - Mumbai	1.00	1.11	1.11	Through Implementing Agency
23	Bal Asha Trust	Child Education	Local Area - Mumbai	0.50	0.50	0.50	Through Implementing Agency
24	Contingency Amount	Child Education	Other	0.57	-	-	Direct
Total				71.11	71.11	71.11

^*Details of implementing Agency(ies):

eClerx Cares currently works with 11 NGOs for whom we have approved direct funding. Details of these NGOs and the projects are as below:

- SAMPARC: eClerx supports livelihood support for rural and tribal underprivileged children of interior villages of Maharashtra, school and hostel facilities for tribal and orphan students, sports training and vocational training support to rural school drop outs, and higher education support for senior girls of SAMPARC.

- Sanskriti Samwardhan Mandal (SSM): Strengthening Resources for Emerging Excellence (SREE) - project to Quality Education. Project Sunrise - A project to carve rural athletes. Vocational Training Center - with an objective to empower unemployed rural youths with vocational skills making them self-reliant. Primary School upgrade - renovation and expansion of 50 year old school.

The objective of this program is work on the all-round holistic development of children from underprivileged communities using sports as a medium by motivating and mentoring them to develop positive attitudes and behaviors in 3 life values (Education, Health and Gender), understand the importance of play and ensuring the development socio-emotional skills. The Work Readiness program aims to help adolescents transit from their education to a sustainable livelihood by providing Career Guidance, Life-skills, Basic Spoken English and Computer Literacy skilling.

- Lend-A-Hand-India (LAHI): eClerx funds to provide job and life skills training to young boys and girls as part of secondary school curriculum under ''Project Swadheen'' in high schools all over Maharashtra. (Swadheen in Hindi means self-dependent). It provides students with hands-on experience in skills such as electrical wiring, welding, agriculture, animal husbandry, energy, environment, and home and health science. On the basis of the success demonstrated in 50 schools supported by eClerx, the program is now launched in 500 schools across Maharashtra with the Central and State Governments.

- Amar Bharat Vidyapeeth (Parivaar): eClerx funds education expenses of students of the Parivaar school at Kolkata.

- Snehalaya: Project focusing on girl child and education in Ahmednagar. eClerx funds the education expenses of children in Snehalaya''s Shelter Home - kids removed from red light areas of Ahmednagar.

- Kaveri Vanitha Sevashrama (KVS) Bangalore: eClerx support to cover education expenses of orphan children.

- Jyoti Sarup Kanya Aasra Society (JSKAS), Chandigarh: Girls home aiming to help the destitute, and abandoned girls. Currently there are girls ranging from two year infants to twenty three year olds. eClerx has funded the development of a computer / communication lab with 25 computers.

- Seva Sadan - Seva Sadan runs schools for underprivileged children and a shelter home for destitute women and girls. eClerx partnered with Seva Sadan for setting up of science labs and computer center in the schools.

- NASSCOM Foundation - eClerx partnered with NASSCOM Foundation to provide new age skills of digital analytics and nonvoice CRM to over 600 students from tier 2 and 3 colleges from Mumbai, Pune and Chandigarh.

We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR Policy and in compliance with CSR objectives and Policy of the Company.

Deepa Kapoor

Mumbai PD Mundhra Chairperson

May 23, 2018 Executive Director CSR Committee

Further, details of the implementing agencies can be accessed on the website of the Company, www.eClerx.com.

34. AWARDS AND ACCOLADES

Your Company is proud to have received the following awards and accolades during the period under review:

- eVigilPRO was recognized by DataQuest Vertical Warrior Award 2017.

- Won Bronze at ASQ''s (American Society for Quality) SATEA (South Asia Team Excellence Award).

- Won the eCare Partner of the year 2018 Award from one of the major Telecommunication Conglomerate in the US.

- Won the CFO Awards 2018 in large enterprises category, by Financial Express.

- Emerged runner-up in the Process Improvement category of the QualTech Prize 2017, organized by QIMPRO.

35. REMUNERATION DETAILS PURSUANT TO COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014 AND OTHER APPLICABLE

PROVISIONS

- Details of the ratio of the remuneration of each director to the median employee''s remuneration (approx.):- Executive Director: 1:91; Non-Executive Non Independent Director: NA; Non-Executive Independent Director: 1:6.5 (excluding sitting fees)

- The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:-Executive Director : 0%, Non Executive Independent Directors: 4.55%, Chief Financial Officer: 9.00% and Due to the change in position of Company Secretary during mid year, the Company Secretary was not eligible for increment;

- The percentage increase in the median remuneration of employees in the financial year:-1.48%;

- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and reasons for any exceptional circumstances for increase in managerial remuneration : 7.5% for employees other than senior managerial personnel v/s 8.8% percentile increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management;

- Salary details of employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than Rs, 102 Lakhs are given in the Annexure-V forming part of this report;

- Salary details of an employee employed for a part of the financial year, was in receipt of remuneration for any part of that year which, in the aggregate, was not less than Rs, - 80.50 Lakhs per month are given in the Annexure-V forming part of this report;

- The Company affirms that the remuneration is as per the remuneration policy of the Company.

Managerial Remuneration details:

Particulars	Executive Director	Non- Executive & Independent Director	Non- Executive Director
All elements of remuneration package such as salary, benefits, stock options, pension etc. of all directors	Annual Gross Salary: Within the range between Rs, 13,800,000 to Rs, 27,600,000 per annum with annual increments effective 1st April each year as may be decided by the Board, based on merits and taking into account the Company''s performance for the year. The benefits, perquisites and allowances will be determined by the Board of Directors from time to time.	The Remuneration is paid within the monetary limit approved by the shareholders of the Company subject to the same not exceeding	Nil
Details of fixed component and performance linked incentives along with performance criteria	Annual Gross Salary: '' 13.80 million Annual Performance Bonus: '' 13.80 million The actual entitlement out of Annual Performance Bonus will be decided by the Board of Directors and will be merit based and take into account the Company''s performance while factoring key parameters like: - Profitability (PAT, PBT, OPM) - Return on shareholders investment - Statutory compliances - revenue and revenue quality	1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013 and such other applicable regulations, subject to a maximum amount of Rs, 1.80 million p.a. Remuneration will be paid in proportion to the term served in the Company, during the year.	Nil
Service contract, notice period, severance fees	The tenure will be subject to termination by three (3) months prior notice in writing on either side, and all other terms are as per the Company policy.	Pursuant to the provisions of the Companies Act, 2013 and other relevant regulations
Stock option details	NA	NA	NA

The details of remuneration paid/payable to Directors for FY 2017-18 are provided in the Corporate Governance Report.

36. EMPLOYEES'' STOCK OPTION/PLAN

Pursuant to the applicable requirements of the erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI guidelines'') and SEBI (Share Based Employee Benefits) Regulations 2014 (''the SEBI regulations''), your Company had framed and instituted Employee Stock Option Plan 2011 (''ESOP 2011'') & Employee Stock Option Plan 2015 (''ESOP 2015'') to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

ESOP 2015 envisages an ESOP trust which is managed by independent trustee and is authorised for secondary market acquisition. During the year under review, ESOP Trust has bought about 412,547 shares from open market.

Your Company has granted stock options from time to time under the said ESOP Schemes to its employees and also to employees of its subsidiaries and the disclosure in compliance with SEBI (Share Based Employee Benefits) Regulations 2014 are available on the website of the Company on https://eclerx.com/investor-relations/ financials.

The equity shares to be issued and allotted under the ESOP schemes i.e. ESOP 2011 and ESOP 2015 of the Company shall rank pari-passu in all respects including dividend with the existing equity shares of the Company.

The Nomination and Remuneration Committee has approved the closure of ESOP 2005, ESOP 2008 and ESOP 2011 and there will not be any further dilution under the said Schemes /Plans for fresh grants /options not granted /subsequently forfeited. The vesting of options continues under ESOP 2011 as per the vesting schedule.

37. HUMAN RESOURCE MANAGEMENT

The Company recognizes people development as a key strategic differentiator and invests in multiple high-value learning solutions besides engaging with industry experts, stalwarts from specialized practice areas. Further details on human resource management are set out in the Management Discussion and Analysis Report, describing the initiatives taken by the Company, which forms part of the Annual Report.

38. CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide regulations 24 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors'' Certificate on its compliance is annexed hereto.

39. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

40. GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 2013 and rules made there under (''the Act'').

Pursuant to provisions of Act, service of documents to members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.

This initiative will ease the burden on corporate (and the environment) for sending physical documents such as notices, annual reports etc. The members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further the shareholders, who request for physical copies, will be provided the same at no additional cost to them.

41. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

42. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of India and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

eClerx Services Limited

Place: Mumbai Pradeep Kapoor

Date: May 23, 2018 Chairman

Mar 31, 2017

Dear Members,

The Directors are pleased to present their Seventeenth Annual Report along with the audited annual accounts for the financial year ended March 31, 2017.

1. FINANCIAL HIGHLIGHTS

Key aspects of Financial Performance/ Operating Performance of the Company for the year ended March 31, 2017 are tabulated below, inter-alia, pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein, and wherever required.

(Rupees in Millions)

Particulars	Standalone		Consolidated
	2016-17	2015-16	2016-17	2015-16
Income from operations	1 1,620.22	11,058.85	13,300.33	13,143.16
Other Income	284.79	389.30	282.00	369.46
Total Income	11,905.01	11,448.15	13,582.33	13,512.62
Operating Expenses	7,406.62	6,886.71	8,705.79	8,344.42
Earnings before interest, tax, depreciation and amortization (EBITDA)	4,498.39	4,561.44	4,876.54	5,168.20
EBITDA%	37.79	39.84	35.90	38.25
Finance Costs	-	-	0.25	0.41
Depreciation, goodwill & amortization expenses	364.07	416.63	517.96	565.38
Profit before Exceptional Items, Interest, & Tax	4,134.32	4,144.81	4,358.58	4,602.82
Exceptional Items	80.41	259.14	-	-
Net Profit before Tax (PBT)	4,053.91	3,885.67	4,358.33	4,602.41
Taxes	742.43	937.17	819.03	1,184.97
Profit for the year before minority interest	3,311.48	2,948.50	3,539.30	3,417.44
Minority interest	-	-	(0.97)	2.49
Profit for the year attributable to the shareholders	3,311.48	2,948.50	3,540.27	3,414.95
NPM%	27.82	25.76	26.07	25.27
Profit for the period	3,311.48	2,948.50	3,540.27	3,414.95

2. OPERATIONAL AND FINANCIAL STATE OF AFFAIRS OF THE COMPANY

The information on operational and financial performance, etc. is provided under the Management Discussion and Analysis Report, which is annexed to the Directorsâ Report and has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Apart from the information contained in Notes to the Financial Statements, no material changes and commitments have occurred after the closure of the FY 2016-17 till the date of this Report, which would affect the financial position of your Company.

3. DIVIDEND

Based on the overall Companyâs performance, your Directors are pleased to recommend a dividend of Re. 1/-(10%) per share. The total quantum of dividend payout if approved by the Members will be about Rs. 54.92 Million including about Rs. 8.10 Million which will be paid by the Company towards dividend tax and surcharge on the same.

S. No.	Dividend	^FY 2015-16	FY 2014-15	FY 2013-14	FY 2012-13	FY 2011-12	FY 2010-11	FY 2009-10
1	Interim	0	0	0	0	0	0	7.50
2	Dividend (Final)	1.00	35.00	35.00	25.00	17.50	22.50	10.00
3	Total Dividend for the year	1.00	35.00	35.00	25.00	17.50	22.50	17.50
4	Dividend as % EPS (Basic)	1.2%	46%	41%	43%	32%	53%	68%
5	Dividend as % Profit After Tax	1.2%	46%	41%	44%	32%	53%	45%
6	Tax Amount (Rs. Millions)	8.54	222.28	179.50	126.93	82.50	105.32	31.61

The register of members and share transfer books will remain closed from Wednesday, August 16, 2017, to Tuesday, August 22, 2017 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Seventeenth Annual General Meeting of the Company is scheduled to be held on Tuesday, August 22, 2017.

4. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Listing Regulations, your Company has formulated a dividend distribution policy with regards to distribution of dividend to its shareholders and / or retaining or plough back of its profits. The Policy also sets out the circumstances and different factors for consideration by the Board at the time of taking such decisions of distribution or of retention of profits, in the interest of providing transparency to the shareholders.

The aforesaid policy has also been posted on the Companyâs website on http://www.eclerx.com/ Corporate%20Governance/Dividend%20Distribution%20 Policy.pdf

5. GENERAL RESERVE

The Company has not transferred any amount to the

General Reserve for the financial year ended March 31, 2017.

6. BUY BACK OF EQUITY SHARES

During the year under review, the Company bought back

1,170,000 fully paid-up equity shares of face value of Rs. 10 each, constituting up to 2.87% of the issued, subscribed and paid-up equity share capital of the Company as on March 31, 2016. The Buyback was undertaken on a proportionate basis, from the fully paid-up Equity Shareholder(s) / beneficial owner(s) of the Equity Shares of the Company as on October 28, 2016, by way of a Tender Offer for cash at a price of Rs. 2,000 (Rupees Two Thousand only) per Equity Share for an aggregate amount up to Rs. 2,340 Million excluding transaction cost(s), pursuant to shareholders approval dated October 14,

2016.

The Buyback size was about 24.95% of the aggregate paid-up equity capital and free reserves of the Company as per the standalone financial statements of the Company for the financial year ended March 31, 2016. Equity Shares held in demat mode accepted under the Buyback were transferred to the Companyâs demat account and the unaccepted demat Equity Shares were returned to respective Seller Members / custodians by the Indian Clearing Corporation Limited / BSE. There were no Physical Shares tendered in the Buyback. The shares accepted under the Buy Back were extinguished and total issued capital was thus, then reduced to 39,712,350 equity shares of Rs. 10/.

7. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013.

8. SUBSIDIARIES / ASSOCIATE COMPANIES

The Companyâs subsidiaries / associate companies (with respective shareholding) as on March 31, 2017 are as follows:

Following subsidiary(ies) have been wound up/ merged during the year, with a view to maintain lean organization structure and better administrative control:

Sr. No.	Name of Subsidiaries
1	Agilyst Consulting Private Limited (India), step down subsidiary of the Company was amalgamated with eClerx Services Limited effective from April 1, 2015.
2	Agilyst Inc. USA, step down subsidiary was merged with eClerx LLC, USA, wholly owned subsidiary, effective from January 1, 2017.
3	eClerx Investment Ltd, BVI, was wound up effective March 28, 2017.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

There has been no material change in the nature of business of subsidiaries and associates Company, during the year under review.

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements including Consolidated Financial Statements, along with relevant documents have been posted on the Companyâs website www.eClerx.com. The same are also open for inspection at the Registered Office of the Company on all working days except Saturday between 11.00 a.m. to 6.00 p.m.

A statement containing salient features of performance and financial position of each of the subsidiaries included in the financial statements is attached as Annexure-I to this report in Form AOC-1.

10. CLIENT BASE

The client segmentation, based on the last 12 monthsâ accrued revenue for the current and previous years, on a consolidated basis is as follows:

Clients	FY 2016-17	FY 2015-16	FY 2014-15	FY 2013-14	FY 2012-13
US$ 0.5-1 Million	14	16	7	6	5
US$ 1-5 Million	18	17	7	6	5
More than US$ 5 Million	6	7	7	6	6

11. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Controls (IFC) are reviewed by your management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee for review of actionable items. The review of the IFC, inter-alia, consists of three components of internal controls, viz., Entity level controls, Key financial reporting controls and Internal controls in operational areas.

12. INCREASE IN SHARE CAPITAL

Particulars	No. of shares	Amount in Rupees
Issued, subscribed and Paid-up Capital as on April 1, 2016	40,788,686	407,886,860
Add: Number of shares allotted during the year FY 2016-17 on account of ESOP exercised	165,485	1,654,850
Less: Shares bought back via Tender Offer Route during the year FY 2016-17	1,170,000	11,700,000
Issued, subscribed and Paid-up Capital as on March 31, 2017	39,784,171	397,841,710

13. STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP Chartered Accountants, Mumbai, [ICAI Registration No. 101049W / E300004] the Statutory Auditors of the Company, were appointed by the

Shareholders at their meeting held on July 10, 2014 for a period of 5 years i.e. up to conclusion of Nineteenth Annual General Meeting subject to ratification by Shareholders at every Annual General Meeting as per the provisions of the Companies Act, 2013 (''Act''). Pursuant to the Act, Members are requested to consider ratification of their appointment and authorize the Board of Directors including Audit Committee thereof to fix their remuneration for the FY 2017-18.

In this regard, the Company has received a Certificate from the Auditors to the effect that their appointment as Auditors continues to be in accordance with the provisions of the Act.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

14. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, and Rules there under, a Secretarial Audit Report for the FY 2016-17 in Form MR3 given by M/s Mehta & Mehta, Company Secretaries, is attached as Annexure-III with this report. The Secretarial Auditorsâ Report does not contain any qualification, reservation or adverse mark.

15. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in the prescribed form MGT-9 forms part of this report, as provided under Section 92 of the Companies Act in Annexure-II, 2013 read with the Companies (Management and Administration) Rules, 2014.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companyâs operations in future.

17. DIRECTORS

1. In accordance with the Articles of Association of the Company, V. K. Mundhra, [DIN: 00282180] retires

from office by rotation, and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting of the Company. V.K. Mundhra has over 37 years of varied business experience having successfully run and looked after large scale manufacturing units in the field of steel, engineering and chemicals and Company stands to benefit from his distinguished experience. Further details are set out in the Notice convening this Annual General Meeting. The Board thus recommends his re-appointment for consideration of the shareholders.

2. Shailesh Kekre, [DIN: 07679583] was appointed as an Additional Non-Executive Independent Director of the Company with effect from March 15, 2017. As per the provisions of Section 161 of the Companies Act, 2013, (''the Act''), Shailesh Kekre in his capacity as an Additional Director will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. The Company has received requisite notice under Section 160 of the Act from a Member proposing his appointment as Non-Executive Independent Director. Shailesh Kekre has furnished requisite disclosure(s) to the Company as required under Companies Act, 2013 and Listing Regulations. Considering the expertise and experience he brings on board, the Board of Directors recommend his appointment for consideration of the shareholders.

The brief resume(s) of the above Director(s) as required, inter-alia, in terms of Regulation 36 of the Listing Regulations and the required proposal for appointment/ re-appointment, as the case maybe, of the above Director at the forthcoming Annual General Meeting is included in the Notice convening this Annual General Meeting.

None of the above Directors are a key managerial personnel pursuant to the provisions of Companies Act, 2013. No other Director or Key Managerial Personnel have resigned during the year under review.

18. DECLARATION BY INDEPENDENT DIRECTOR(S)

19. BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS EVALUATION

The Companies Act, 2013, rules there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provide that the Annual Report of the Company shall disclose the following:

- Manner in which formal performance evaluation of the Board, its Committees, and Individual Directors including independent directors has been carried out; and

- Evaluation criteria.

To this effect, the Board of Directors had appointed an external expert on Board evaluation, for facilitating and carrying out the said evaluation who carried out the review, analysis, evaluation and submitted his report. This exercise, inter-alia, aimed at evaluation of the Board at a collective level and evaluation of individual board members, including peer review and self-assessment. The individual reports were submitted to respective directors whereas the Board level report was placed before the Nomination and Remuneration Committee as well as the Board of Directors, for review, requisite noting and action items.

The said review was carried out, based on pre-defined comprehensive checklist(s) covering evaluation criteria, inter-alia, modeled on the following factors:

- Accountability towards shareholders;

- Critical review of business strategy;

- Conducive environment for candid communication and rigorous decision making;

- Board''s focus on wealth maximization for shareholders;

- Board''s ability to demand and foster higher performance;

- Business Continuity preparedness;

- Skill Set and mix thereof among Board members;

- Flow of information so as to enable informed opinions by the Directors;

- Adequacy of meetings of directors in terms of frequency as well as the time dedicated for discussions and deliberations.

On the same lines, review of committees of Board of Directors was also conducted based on pre-defined comprehensive checklist(s) covering evaluation criteria, inter-alia, modelled on the following factors:

- Contribution, control and counseling by the Committee on various matters;

- Qualitative comments/inputs;

- Deficiencies observed, if any;

- Qualification of members constituting the Committee;

- Attendance of Committee members in the respective meetings;

- Frequency of meetings.

In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Director which was held on December 5, 2016, performance of non-

independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director and non-executive directors. The same was discussed in the subsequent Nomination and Remuneration Committee Meeting and Board Meeting that followed the Meeting of Independent Directors.

It is intended to continue with this practice going forward and explore to enhance the scope of this exercise, if and as deemed fit.

20. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of Familiarization programme held during the year is available on the website of the Company. The introductory familiarization programme is undertaken as and when there is a new induction on the Board of the Company, which, inter-alia, covers the following:

a) Introduction and meeting with other Directors on the Board and the Senior Management;

b) Brief introduction about the business and nature of industry of the Company in which it operates;

c) Roles, rights and responsibilities of directors including independent Director(s);

d) Extant Committees of Board of Directors;

e) Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

f) The Codes of Conduct which are in place and applicable to the Directors;

g) Remuneration payable to Directors pursuant to shareholders approval to that effect;

h) Liability Insurances taken by the Company to cover directors.

In addition to this, periodic familiarization programmes are conducted for the directors about the business operations, industry overview, threats, opportunities and challenges in respective verticals. Furthermore, detailed business presentations are made at quarterly meetings of Board of Directors. The details of familiarization programmes imparted to independent directors have been posted on the website of the Company on http:// www.eclerx.com/Corporate%20Governance/Details%20 of%20Familiarisation%20Programmes%20for%20 Independent%20Directors.pdf

Support is provided for independent directors, if they choose to attend educational programs in the area of Board/Corporate governance.

The Directors have access to management to seek any additional information, clarification and details as may be required. The standard letter of appointment of Non-Executive Independent Directors of the Company containing the requisite details has been posted on the website on http://www.eclerx.com/ Corporate%20Governance/Standard%20terms%20 and%20conditions%20of%20appointment%20of%20Non-Executive%20Independent%20Directors.pdf

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 and other applicable rules and regulations, the Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts for the FY 2016-17, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 as at March 31, 2017 and of the profit or loss of the Company for the year ended on that date;

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.

22. BOARD MEETINGS

During the FY 2016-17, 6 (Six) Board Meetings were held

as follows:

May 20, 2016	July 13, 2016	August 29, 2016
November 7, 2016	February 8, 2017	March 15, 2017

23. AUDIT COMMITTEE

Composition of Audit Committee:

Name	Designation
Biren Gabhawala	Chairman
Pradeep Kapoor	Member
Anish Ghoshal	Member
Deepa Kapoor	Member
PD Mundhra	Member

There were no such instances wherein the recommendations of the Audit Committee were rejected by the Board of Directors.

24. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

There were no such instances of fraud reported by the Statutory Auditor during the FY 2016-17.

25. NOMINATION AND REMUNERATION POLICY

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors vide its resolution dated July 31, 2014. The policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy has also been posted on the Companyâs website on http://www.eclerx.com/Corporate%20Governance/ Nomination%20and%20Remuneration%20policy.pdf

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrongdoing that may adversely impact the Company, the Companyâs customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth (i) procedures for reporting of questionable auditing accounting, internal control and unjust enrichment matters and (ii) an investigative process of reported acts of wrongdoing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The aforesaid policy has also been posted on the Companyâs website on http://www.eclerx.com/Corporate%20 Governance/WhistleBlowerPolicyandVigilMechanism.pdf

27. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Particulars	Amount (Rupees in Millions)
Loan	Please refer Notes to Standalone Financial Statement - Note No. 8
Guarantee	Please refer Notes to Standalone Financial Statement - Note No.32(c)
Investment	Please refer Notes to Standalone Financial Statement - Note No. 5

28. FIRST-TIME ADOPTION OF IND AS

The Company has prepared its financial statements to comply with Ind AS for the year ending March 31, 2017, together with comparative information for the year ended March 31, 2016. Further details are as set out in the Note No. 40 and Note No. 42 respectively, under Standalone and Consolidated Financial Statements.

29. PARTICULARS OF TRANSACTIONS, CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of the transactions pursuant to the provisions of inter-alia, Section 188 and the Companies (Meetings of Board and its Powers) Rules, 2014 are as under. All the transaction(s) are in the ordinary course of business and at armsâ length basis. Further details are also set out in the Notes to Standalone Financial Statements.

Name	Nature of Transaction	Relationship	Salient Terms	Duration	Date of Approval by the Board	Transactions during the year March 31, 2017	Outstanding Balance as at March 31, 2017
eClerx Limited	Sales and Marketing Services	Wholly owned subsidiary	Contract of Sales and	Ongoing	May 20, 2014/ July 31, 2014	450.72	101.62 Payable
	Expenses incurred by holding Company on behalf of subsidiary	N.A.	Marketing		/ ongoing	0.01
	Amount received by holding Company on behalf of subsidiary	N.A.				4.48
eClerx LLC	Sales and Marketing Services	Wholly owned subsidiary	Contract of Sales and Marketing	Ongoing	May 20, 2014/ July 31, 2014 / ongoing	1,226.37	379.82 Payable
	Expenses incurred by holding Company on behalf of subsidiary		N.A.			1.26
	Amount received by holding Company on behalf of subsidiary		N.A.			5.01
	Amount received by subsidiary on behalf of Company		N.A.			8.76
Anjan Malik	Dividend	Director	N.A.	FY 2014-15	May 25, 2015	10.23	-
PD Mundhra	Remuneration	Executive Director	N.A.	5 years (April 1, 2015 to March 31, 2020)	October 30, 2014	13.80
	Dividend	Director	N.A.	FY 2014-15	May 25, 2015	10.22
V.K. Mundhra	Dividend	Director	N.A.	FY 2014-15	May 25, 2015	0.04	-
Rohitash Gupta	Remuneration	Key Management	N.A.	Ongoing / FY	Ongoing	11.52	-
	Dividend	Personnel	N.A.	2014-15	May 25, 2015	0.06

Name	Nature of Transaction	Relationship	Salient Terms	Duration	Date of Approval by the Board	Transactions during the year March 31, 2017	Outstanding Balance as at March 31, 2017
Gaurav Tongia	Remuneration	Key Management Personnel	N.A.	Ongoing / FY 2014-15	Ongoing	3.96
Gaurav Tongia	Dividend	Key Management Personnel	N.A.	Ongoing / FY 2014-15	May 25, 2015	0.00
Duncan Stratton & Company Limited	Rent and electricity	Common Director	Leave and License Agreement for a period 3 years	36 months (October 1, 2014 to September 30, 2017)	October 30, 2014	0.03
eClerx Private Limited	Sales and Marketing Services	Wholly owned subsidiary	Contract of Sales and Marketing	Ongoing	May 20, 2014/ July 31, 2014 / ongoing	49.76	18.67 Payable
	Expenses incurred by holding company on behalf of subsidiary		N.A.			0.51
	Expenses incurred by subsidiary on behalf of Company		N.A.
Agilyst Inc.	Sales and Marketing Services	Step-down Subsidiary	Contract of Sales and Marketing	Agilyst Inc. was merged with eClerx LLC during the year	March 31, 2015	93.09
Agilyst Inc.	ITES Services provided by the holding company	Step-down Subsidiary	Contract of ITES Services	Agilyst Inc. was merged with eClerx LLC during the year	March 31, 2015
CLX Europe S.P.A.	Services provided by the ultimate holding company to step down subsidiary	Step-down Subsidiary	Contract of ITES Services	Ongoing	May 25, 2015	58.54	7.20 Receivable
CLX Europe S.P.A.	Services provided by step down subsidiary to the ultimate holding Company	Step-down Subsidiary			May 25, 2015	34.07	7.20 Receivable

Company has granted loan to eClerx Employee Welfare Trust, as per details set out in Note No. 33 under Consolidated Financial Statements. The Trust is managed by independent trustee and beneficiaries are employees of the Company and its subsidiaries. During the year, Company carried out a Buyback of shares and some Directors and officers of the Company participated in the same, as per details set out in Note No. 35 under Consolidated Financial Statements.

Pursuant to Related Party disclosure requirements under Part A of Schedule V of Listing Regulations, there are no loans and advances outstanding for the year ended March 31, 2017 from subsidiaries, associate companies or firms/companies in which directors are interested.

30. BUSINESS RESPONSIBILITY REPORT

31. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required, inter-alia, under Section 134 of the Companies Act, 2013 is given in the Annexure IV forming part of this report.

32. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

Your Company has in place a well-defined Enterprise Wide Risk Management (''EWRM'') framework and Risk Management Policy which, inter-alia, aims at the following:

1. Alignment of risk appetite and strategy of the organization by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing and acceptance.

3. Reduction/elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the Audit Committee and the Board of Directors. The Company has also laid down procedures to inform the Board of Directors about risk assessment and minimization procedures.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION & REDRESSAL ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the FY 2016-17:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

34. CORPORATE SOCIAL RESPONSIBILITY Brief outline on the CSR Policy

In todayâs times, the role of CSR is becoming extremely important as forward-thinking, socially conscious companies embed initiatives in their business practices that add value and benefit society, build healthy communities, enhance cultures while at the same time work towards environmental wellbeing. CSR is not an option anymore. It is a necessary element of doing business these days. CSR is now being looked at as a concept different from pure philanthropy and more in tune with strategic intervention that ultimately benefits industry itself and as a strategic intervention of giving back to the society.

The eClerx Cares Committee under the guidance of Board of Directors is responsible for championing all CSR initiatives of the Company. While the eClerx Cares Committee approves and monitors the project funding with different NGOs, the ''eClerx Cares Councilâ at each location champions our employee engagement initiatives. Over the years there has been a huge increase in the lives touched due to the tireless efforts of the eClerx Cares team. This year, we have touched more than 30,000 lives through our direct funding projects and employee engagement activities.

Employee Engagement

Employees are encouraged and participate enthusiastically in the engagement activities laid out across the year. Given below is a list of employee engagement activities undertaken in this year:

- Payroll Giving - existing tie up with Nanhi Kali and CRY. eClerx matches contribution made by each employee.

- A 150 strong contingent of eClerx employees participated in the Standard Chartered Mumbai Marathon pledging their support to the cause of education for the poor and downtrodden.

- Annual Learn-and-Fun Day event for the students of schools sponsored through our corporate funding visit eClerx offices for a day.

- ''Joy of Givingâ - activity where employees donate gifts requested by children of a supported NGO.

- Salary contribution drive towards Maharashtra drought relief through Dilasa Sanstha. An amount of Rs. 0.30 Million was collected and handed over to Dilasa.

- Online admission drive for rural children passing out of Std. X.

- Teacher training for our Muktangan funded school to help develop IT skills. Training on Microsoft Office Basics (how to choose and use the right application), Power Point (effective use of slides and incorporating pictures and sound), Effective folder and file management, Internet browsing and downloads.

- eClerx employees conducted a training on Vedic Maths (Maths made easy) for students of Class VII & Class VIII at Muktangan.

- Performances by kids from Muktangan at Mumbai, SAMPARC at Pune, and Shanti Niketan at Chandigarh for Fiesta, eDay.

Other Details:

a. Corporate Social Responsibility Policy:

The Company has in place Corporate Social Responsibility Policy.

b. Web-link of the CSR Policy and projects or programs

CSR Policy of the Company is available on http:// www.eclerx.com/Corporate%20Governance/ Corporate%20Social%20Responsibility%20Policy. pdf

c. Composition of CSR Committee

Name	Designation
Deepa Kapoor	Chairperson
Anish Ghoshal	Member
Biren Gabhawala	Member
PD Mundhra	Member

d. Average Profit Before Tax for last 3 Financial Years

(Rupees in Million)

Financial Year	Net Profit
2013-14	3,090.23
2014-15	2,700.34
2015-16	3,911.02*
Total Profit	9,701.59
Average Profit	3,233.86

*Post amalgamation, not adjusted for IndAS

e. Prescribed CSR Expenditure (2% of the average profit as in item (d) above):

Rs. 64.68 Million

f. Details of CSR spent during the Financial Year

(a) Amount spent during the financial year: Rs. 64.73 Million

(b) Amount unspent if any: Nil

Sr. No.	CSR Projects or activities identified	Sector in which the project is covered	Projects or Programs 1. Local area or other 2. Specify the State and district where projects or programs were undertaken	Amount outlay (budget) projects or programs wise (Rupees in Millions)	Amount spent on the projects or programs Sub heads: 1. Direct expenditure on projects or programs 2. Overhead (Rupees in Millions)	Cumulative Expenditure up to March 31, 2017 (Rupees in Millions)	Direct or Implementing Agency
1	SAMPARC	Child Education	Other -Maharashtra	11.37	11.37	11.37
2	Magic Bus	Child Education	Other -Maharashtra	6.73	6.73	6.73	Through Implementing
3	LAHI (Lend a Hand India)	Child Education	Other -Maharashtra	6.60	6.60	6.60	Agency
4	Sanskriti Samvardhan Mandal	Child Education	Other -Maharashtra	4.57	4.57	4.57

Sr.	CSR Projects or	Sector in	Projects or	Amount	Amount spent on	Cumulative	Direct or Implementing
No.	activities identified	which the	Programs	outlay	the projects or	Expenditure	Agency
		project is	1. Local area or	(budget)	programs	upto March
		covered	other 2. Specify the State and district where projects or programs were undertaken	projects or programs wise (Rupees in Million)	Sub heads: 1. Direct expenditure on projects or programs 2. Overhead (Rupees in Million)	31, 2017 (Rupees in Million)
5	Dilasa Sanstha	Drought relief	Other -Maharashtra	7.64	7.64	7.64
6	Muktangan	Child Education	Local Area -Mumbai	11.89	11.89	11.89
7	Parivaar - Amar Bharat Vidyapeeth	Child Education	Other - Bengal	4.76	4.76	4.76
8	Snehalaya	Child Education	Other -Maharashtra	2.00	2.00	2.00
9	Antarang	Child Education	Local Area -Mumbai	1.15	1.15	1.15
10	Kaveri Vanitha	Child	Other -	1.50	1.50	1.50
	Sevashrama	Education	Bangalore				Through Implementing Agency
11	Jyoti Sarup Kanya	Child	Other -	1.57	1.57	1.57
	Aasra	Education	Chandigarh
12	Magic Bus (SCMM)	Child Education	Other -Maharashtra	1.41	1.41	1.41
13	LAHI (Lend a Hand India)(SCMM)	Child Education	Other -Maharashtra	0.83	0.83	0.83
14	United Way (SCMM )	Child Education (Admin Exp)	Local Area -Mumbai	0.46	0.46	0.46
15	K C Mahindra Trust A/c Nanhi Kali	Child Education	Local Area -Mumbai	1.20	0.37	0.37
16	CRY	Child Education	Local Area -Mumbai	-	0.88	0.88
17	Internal engagement	Child	Other	1.00	0.30	0.30
	events, and other	Education					Direct
	Admin Expenses	(Admin Exp)					Direct
18	PMNRF		Other - Delhi	0.00	0.70	0.70
	Total			64.68	64.73	64.73

Details of implementing Agency(ies):

eClerx Cares currently worked with 11 NGOs for who we had approved direct funding. Details of these NGOs and the projects are as below:

- SAMPARC: eClerx supports livelihood support for rural and tribal underprivileged children of interior villages of Maharashtra, school and hostel facilities for tribal and orphan students, sports training and vocational training support to rural school dropouts and higher education support for senior girls of SAMPARC.

- Sanskriti Samwardhan Mandal (SSM): eClerx supports

- Strengthening Resources for Emerging Excellence (SREE), a project to Quality Education.

- Project Sunrise, a project to carve rural athletes.

- Vocational Training Center, with an objective to empower unemployed rural youths with vocational skills making them self-reliant.

- Primary School upgrade - renovation and expansion of 50 year old school.

- Magic Bus: eClerx funds the Child Education Program by Magic Bus for children living in shanties in the Mumbai and Pune. The objective of this program is work on the all-round holistic development of children from underprivileged communities using sports as a medium, by motivating and mentoring them to develop positive attitudes and behaviors in 3 life values (Education, Health and Gender), understand the importance of play and ensuring the development socio-emotional skills. The Work Readiness program aims to help adolescents transit from their education to a sustainable livelihood by providing Career Guidance, Life-skills, Basic Spoken English and Computer Literacy skilling.

- Muktangan: eClerx wholly funds 1 school (preschool to Std. IX) in the central part of Mumbai, covering children of defunct mill workers and odd job workers.

- Lend-A-Hand-India (LAHI): eClerx funds to provide job and life skills training to young boys and girls as part of secondary school curriculum under ''Project Swadheenâ in high schools all over Maharashtra. (Swadheen in Hindi means self-dependent). It provides students with hands-on experience in skills such as electrical wiring, welding, agriculture, animal husbandry, energy, environment, and home and health science. On the basis of the success demonstrated in 50 schools supported by eClerx, the program is now launched in 500 schools across Maharashtra with the Central and State Governments.

- Amar Bharat Vidyapeeth (Parivaar): eClerx funds education expenses of students of the Parivaar school at Kolkata.

- Snehalaya: Project focusing on girl child and education in Ahmednagar. eClerx funds the education expenses of children in Snehalayaâs Shelter Home, which has kids removed from red light areas of Ahmednagar.

- Antarang: Antarang equips economically vulnerable youth with core employability skills. eClerx supports the CareeReady Program for 17 to 25 year old youth. The CareeReady program has seen over 81% of the youth engaged positively in a career direction of their choice.

- Kaveri Vanitha Sevashrama (KVS) Bangalore:

eClerx support to cover education expenses of orphan children.

- Jyoti Sarup Kanya Aasra Society (JSKAS), Chandigarh: Girls home aiming to help the destitute, and abandoned girls. Currently there are girls ranging from two year to twenty three year

old. eClerx has supported the development of a computer / communication lab.

- Dilasa Sanstha: A project outside of the central theme of eClerx Cares. Due to the extreme drought situation prevailing in Maharashtra over the last 3 years, this project was undertaken with a view to stop farmer suicides. eClerx adopted 9 villages in its effort towards drought eradication program through Natural Resource Management (NRM) with community participation. Activities conducted related to water and land management , Pasture Development, Horticulture, Soil Conservation, Watershed Development, Creation of self-help groups, Implementation of income generating projects, Irrigation through Dam Canals, etc.

We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR Policy and in compliance with CSR objectives and Policy of the Company.

PD Mundhra Deepa Kapoor

Executive Director Chairperson

CSR Committee

Mumbai May 30, 2017

Further, details of the implementing agencies can be accessed on the website of the Company, www.eClerx.com.

35. AWARDS AND ACCOLADES

Your Company is proud to have received the following awards and accolades during the period under review:

- won the Golden Peacock Awards, 2017 for Business Excellence

- won the NetApp Innovation Awards, 2017

- eClerxâs internal SIEM (Security Incident and Event Management) application ''eVigilPRO'' has been awarded as the ''Most Admired Data Science Project of the Yearâ at Cypher 2016, organized by Analytics India Magazine

- eVigilPRO was recognized by DataQuest Vertical Warrior Award 2016

- eVigilPRO awarded with ''Use of Technology for Operations Excellenceâ at Asia BPO Summit 2016

- won the MAKE (Most Admired Knowledge Enterprise) Asia Awards, 2016

- won Awards in Five Categories at The World Quality Congress 2016

- won both Gold and Silver awards at the ASQ-SATEA (American Society for Quality-South Asia Team Excellence Award) 2016

- eClerx won second runner-up award in the Best Improvement category at the 2016 Qimpro convention in Mumbai

36. REMUNERATION DETAILS PURSUANT TO COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014 AND OTHER APPLICABLE

PROVISIONS

- Details of the ratio of the remuneration of each director to the median employeeâs remuneration (approx.): Executive Director: 1:84; Non-Executive Non Independent Director: NA; Non-Executive Independent Director: 1:6.13 (excluding sitting fees)

- The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Executive Director: 0%, Non Executive Independent Directors: 10%, Chief Financial Officer: 12% and Company Secretary: 11.3%;

- The percentage increase in the median remuneration of employees in the financial year: 1.71%;

- The global headcount of the Company is more than 8,800.

- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and reasons for any exceptional circumstances for increase in managerial remuneration: 7.5% for employees other than senior managerial personnel v/s 8.5% percentile increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management;

- Salary details of top ten employees in terms of remuneration drawn and those employed throughout the financial year and who were in receipt of remuneration, in the aggregate, not less than Rs. 102 Lakhs are given in the Annexure-V forming part of this report;

- Salary details of employees employed for part of the financial year and who were in receipt of remuneration for any part of the year which, in the aggregate, was not less than Rs. 8.5 Lakhs per month are given in the Annexure-V forming part of this report;

- The Company affirms that the remuneration is as per the remuneration policy of the Company.

Managerial Remuneration details:

Particulars

Executive Director

Non-Executive & Independent Director

Non-Executive

Director

All elements of remuneration package such as salary, benefits, stock options, pension etc. of all directors

Annual Gross Salary: Within the range between Rs. 13,800,000 to Rs. 27,600,000 per annum with annual increments effective 1st April each year as may be decided by the Board, based on merits and taking into account the Companyâs performance for the year. The benefits, perquisites and allowances will be determined by the Board of Directors from time to time.

The Remuneration is paid within the monetary limit approved by the shareholders of the Company subject to the same not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013 and such other applicable regulations, subject to an amount of

Nil

Details of fixed component and performance linked incentives along with performance criteria

Basic Salary: Rs 13.80 Million p.a.

Annual Performance Bonus: Rs 13.80 Million

The actual entitlement out of Annual Performance Bonus will be decided by the Board of Directors and will be merit based and will take into account the Companyâs performance while factoring key parameters like:

- Profitability (PAT, PBT, OPM)

- Return on shareholdersâ investment

- Statutory compliances

- Revenue and revenue quality

Rs 1.80 Million p.a. Remuneration will be paid in proportion to the term served in the Company, during the year.

Nil

37. EMPLOYEES'' STOCK OPTION/PLAN

Particulars

Executive Director

Non-Executive & Independent Director

Non-Executive

Director

Service contract, notice period, severance fees

The tenure will be subject to termination by three (3) months prior notice in writing on either side, and all other terms are as per the Company policy.

Pursuant to the provisions of the Companies Act, 2013 and other relevant regulations

Stock option details

Pursuant to the applicable requirements of the erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI guidelinesâ) and SEBI (Share Based Employee Benefits) Regulations 2014 (''the SEBI regulationsâ), your Company had framed and instituted Employee Stock Option Plan 2011 (''ESOP 2011â) and Employee Stock Option Plan 2015 (''ESOP 2015â) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

ESOP 2015 envisages an ESOP trust which is managed by independent trustee and is authorized for secondary market acquisition. During the year under review, ESOP Trust has bought about 75,113 shares from open market.

Your Company has granted stock options from time to time under the said ESOP Schemes to its employees and also to employees of its subsidiaries and the disclosures in compliance with SEBI (Share Based Employee Benefits) Regulations 2014 are available on the website of the Company on http://www.eclerx.com/Pages/Corp_ Investors_Financials.aspx

38. HUMAN RESOURCE MANAGEMENT

The Company recognizes people development as a key strategic differentiator and invests in multiple high-value learning solutions besides engaging with industry experts, stalwarts from specialized practice areas. Further details on human resource management are set out in the Management Discussion and Analysis Report, describing the initiatives taken by the Company, which forms part of the Annual Report.

39. CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide regulations 24 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditorsâ Certificate on its compliance is annexed hereto.

40. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

41. GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (''MCAâ) has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 2013 and rules made there under (''the Actâ).

42. INDUSTRIAL RELATIONS

43. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Government of India and Companyâs Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

eClerx Services Limited

V. K. Mundhra

Chairman

Place: Mumbai

Date: May 30, 2017

Mar 31, 2016

Dear Members,

The Directors are pleased to present their Sixteenth Annual Report along with the audited annual accounts for the financial year ended March 31, 2016.

1. FINANCIAL HIGHLIGHTS

Key aspects of Standalone Financial Performance / Operating Performance of the Company for the year ended March 31, 2016 are tabulated below pursuant to the Companies (Accounts) Rules, 2014:-

(Rupees in million)

Particulars 2015-16 2014-15

Income from Services 11,057.08 8,183.35

Other Income 366.54 319.19

Total Revenue 11,423.62 8,502.54

Operating Expenses 6,885.01 5,516.53

EBITDA 4,538.61 2,986.01

EBITDA% 39.73% 35.12%

Depreciation and goodwill & amortisation 374.02 285.67

Earnings before Exceptional Items, Interest, & Tax 4,164.59 2,700.34

Exceptional Items 259.14 -

Interest Expense - -

Taxes 929.01 542.68

Net Profit after Tax 2,976.44 2,157.66

NPM% 26.06% 25.38%

Year in Retrospect

On a standalone basis the total income increased to Rs. 11,057.08 from Rs. 8,183.35 million in the previous year at a growth rate of 35.12%. The EBITDA amounted to Rs. 4,538.61 as against Rs. 2,986.01 million in the previous year. The Company earned Net Profit After Tax (PAT) of Rs. 2,976.44 for the year as against Rs. 2,157.66 million during the previous year.

The details regarding consolidated performance of the Company are provided in the Management Discussion and Analysis Report.

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

Information on operational and financial performance, etc., is provided in the Management Discussion and Analysis Report, which is annexed to the Directors'' Report and has been prepared, inter-alia, in compliance with the terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Subject to information contained in Notes to the Financial Statements and ongoing Amalgamation process, no material changes and commitments have occurred after the closure of the FY 2015-16 till the date of this Report, which would affect the financial position of your Company.

3. DIVIDEND

After considering the Company''s profitability, cash flow and overall financial performance, your Directors are pleased to recommend a dividend of Re. 1/- (10%) per share. The total quantum of dividend if approved by the Members will be about Rs. 40.79 million while about Rs. 8.30 million will be paid by the Company towards dividend tax and surcharge on the same.

The Company had paid a dividend of Rs. 35/- per share (350%) in the previous year. The Company intends to maintain historical payout ratio and is exploring efficient methods to achieve the same.

The historical data of dividend distributed by the Company is as follows:

Sr. FY FY FY Dividend No. 2014-15 2013-14 2012-13

1 Interim Dividend 0 0 0

2 Dividend (Final) 35.00 35.00 25.00

3 Total Dividend for the year 35.00 35.00 25.00

4 Dividend as % of EPS (Basic) 46% 41% 43%

5 Dividend as % of Profit After Tax 46% 41% 44%

6 Tax Amount (Rs Million) 222.28 179.50 126.93

Dividend FY FY FY FY 2011-12 2010-11 2009-10 2008-09

Interim Dividend 0 0 7.5 2.5

Dividend (Final) 17.50 22.50 10 10

Total Dividend for the year 17.5 22.5 17.5 12.5

Dividend as % of EPS (Basic) 32% 53% 68% 57%

Dividend as % of Profit After Tax 32% 53% 45% 38%

Tax Amount (Rs. Million) 82.50 105.32 31.61 32.18

The register of members and share transfer books will remain closed from Thursday, July 7, 2016 to Wednesday, July 13, 2016 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Sixteenth Annual General Meeting of the Company is scheduled to be held on Wednesday, July 13, 2016.

4. BONUS SHARES

The Company on December 21, 2015 allotted 10,180,609 Equity Shares of Rs. 10/- each as Bonus Shares to the Shareholders of the Company in the ratio of 1 (One) Equity Share of Rs. 10/- each for every 3 (Three) Equity Shares of Rs. 10/- each held as on the Record Date, i.e. December 18, 2015.

5. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013.

6. SUBSIDIARIES / ASSOCIATE COMPANIES

The Company has following subsidiaries/associates as on March 31, 2016:

Sr. Name of Subsidiaries/Associates No.

1. eClerx Investments Limited (BVI)

2. eClerx LLC (U.S.A.)

3. eClerx Limited (U.K.)

4. eClerx Private Limited (Singapore)

5. Agilyst Inc. (U.S.A.)

Agilyst Consulting Private Limited (India), 6. step down subsidiary being the subsidiary of Agilyst Inc. (U.S.A.)

7. eClerx Investments (U.K.) Limited (U.K.)

8. CLX Europe S.P.A.(Italy), step down subsidiary being the subsidiary of eClerx Investments (U.K.) Limited

9. Sintetik S.R.L. (Italy), step-down subsidiary being the subsidiary of CLX Europe S.P.A.(Italy)

10. CLX Media Solutions GmbH (Germany), step-down subsidiary being the subsidiary of CLX Europe S.P.A. (Italy)

11. CLX Europe Media Solutions Limited (U.K.), step-down subsidiary being the subsidiary of CLX Media Solutions GmbH (Germany)

12. CLX Thai Company Limited (Thailand), associate company wherein 49% is held by CLX Europe S.P.A. (Italy)

7. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements including Consolidated Financial Statements, if any, along with relevant documents have been posted on the Company''s website www.eClerx.com. The same are open for inspection at the Registered Office of the Company on all working days except Saturday between 11.00 a.m. to 6.00 p.m.

A statement containing salient features of performance and financial position of each of the subsidiaries included in the financial statements is attached as Annexure - I to this report in Form AOC -1.

8. SCHEME OF AMALGAMATION BETWEEN AGILYST CONSULTING PRIVATE LIMITED AND THE COMPANY

The Board of Directors of the Company at their meeting held on September 11, 2015 have approved the Scheme of Amalgamation between Agilyst Consulting Private Limited and eClerx Services Limited and their respective shareholders (the "Scheme") which provides for the amalgamation of Agilyst Consulting Private Limited a step down subsidiary, with eClerx Services Limited (''the Company'') under sections 391 to 394 and other applicable provisions, if any, of Companies Act, 1956 and other relevant provisions of Companies Act, 2013. The Appointed date of the Scheme is April 1, 2015.

The Company has received Observation letter from BSE Ltd. and the National Stock Exchange of India Limited conveying their no-objection in filing the Scheme with the Hon''ble High Court of Bombay (''High Court''). The Scheme of Amalgamation was filed by Agilyst Consulting Private Limited with the Hon''ble High Court. The High Court vide its order dated April 1, 2016, has dispensed with the requirement for filing a separate "Company Summons for Direction and Company Scheme Petition" under Sections 391-394 of the Companies Act, 1956 for eClerx Services Limited and therefore there was no requirement for holding meetings of shareholders or creditors of the Company in this regard.

The Scheme is pending before the Hon''ble Court for approval and would be effective only once the order is received from Hon''ble High Court of Bombay and filed with the Registrar of Companies. Thereafter, the Scheme will be given effect to in the books of accounts of the Company.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

As per explanation to Section 134 of the Companies Act, 2013, the Internal Financial Controls (IFC) are reviewed by your management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee for review of actionable items.

The review of the IFC, inter-alia, consists of the following three components of internal controls:

A. Entity level controls;

B. Key financial reporting controls; and

C. Internal controls in operational areas.

10. INCREASE IN SHARE CAPITAL

Particulars No. of Shares Amount in Rs.

Issued, subscribed and 30,350,885 303,508,850 Paid-up Capital as on April 1, 2015

Add: Number of shares allotted during the year FY 2015-16; On account of ESOP 257,192 25,71,920 Allotment

On account of Bonus 10,180,609 101,806,090 Allotment

Issued, subscribed and Paid-up Capital as on 40,788,686 407,886,860 March 31, 2016

11. STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, [ICAI Registration No. 101049W / E300004] the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on July 10, 2014 for a period of 5 years i.e. upto conclusion of Nineteenth Annual General Meeting subject to ratification by Shareholders at every Annual General Meeting as per the provisions of the Companies Act, 2013 (''Act''). Pursuant to the Act, Members are requested to consider ratification of their appointment and authorise the Board of Directors including Audit Committee thereof to fix their remuneration for the FY 2016-17.

In this regard, the Company has received a Certificate from the Auditors to the effect that their appointment as Auditors continues to be in accordance with the provisions of the Act.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

12. EXTRACT OF ANNUAL RETURN

Information as required under Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are given in the Annexure-II forming part of this report.

13. SIGNIFICANT AND MATERIAL ORDERS

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.

14. DIRECTORS

In accordance with the Articles of Association of the Company, Anjan Malik, [DIN: 01698542] retires from office by rotation, and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting of the Company.

The brief resume of Anjan Malik as required, inter- alia, in terms of Regulation 36 of the Listing Regulations and the required proposal for re- appointment of the above Director at the forthcoming Annual General Meeting is included in the Notice convening this Annual General Meeting. Anjan Malik is not a key managerial personnel pursuant to the provisions of Companies Act, 2013.

No Director or Key Managerial Personnel have resigned or been appointed during the year under review.

15. DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received Certificate of Independence from all Independent Directors, inter- alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

16. BOARD, DIRECTORS AND COMMITTEE EVALUATION

The Companies Act 2013, rules thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provide that the Annual Report of the Company shall disclose the following:

- Manner in which formal performance evaluation of the Board, its Committees, and Individual Directors including independent directors has been carried out; and

- Evaluation criteria.

To this effect, the Board of Directors had appointed an external expert on Board evaluation, for facilitating and carrying out the said evaluation who carried out the review, analysis, evaluation and submitted its report. This exercise, inter-alia, aimed at evaluation of the Board at a collective level and evaluation of individual board members, including peer review and self-assessment. The individual reports were submitted to respective directors whereas the Board level report was placed before the Nomination and Remuneration Committee as well as the Board of Directors, for review, requisite noting and action items.

The said review was carried out, based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter-alia, modelled on the following factors:

- Accountability towards shareholders;

- Critical review of business strategy;

- Conducive environment for candid communication and rigorous decision making;

- Board''s focus on wealth maximisation for shareholders;

- Board''s ability to demand and foster higher performance;

- Business Continuity preparedness;

- Skill Set and mix thereof among Board members;

- Flow of information so as to enable informed opinions by the Directors;

- Adequacy of meetings of directors in terms of frequency as well as the time dedicated for discussions and deliberations.

The peer review checklist encouraged the Directors to share their feedback, suggestions and opinions frankly which were then collated and submitted to each of the directors for noting, information and requisite future action, as deemed fit.

On the same lines, review of committees of Board of Directors was also conducted based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter-alia, modelled on the following factors:

- Contribution, control and counseling by the Committee on various matters;

- Qualitative comments / inputs;

- Deficiencies observed, if any;

- Qualification of members constituting the Committee;

- Attendance of Committee members in the respective meetings;

- Frequency of meetings.

In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director and non- executive directors. The same was discussed in the subsequent Board Meeting that followed the Meeting of Independent Directors.

It is intended to continue with this practice going forward and explore to enhance the scope of this exercise, if and as deemed fit.

17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a detailed Nomination and Remuneration Policy, which is also available on the website of the Company dealing with related matters. The introductory familiarisation program is undertaken as and when there is a new induction on the Board of the Company, which, inter-alia, covers the following:

a) Introduction and meeting with other Directors on the Board and the Senior Management;

b) Brief introduction about the business and nature of industry of the Company in which it operates;

c) Roles, rights and responsibilities of directors including independent Director(s);

d) Extant Committees of Board of Directors;

e) Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

f) The Codes of Conduct which are in place and applicable to the Directors;

g) Remuneration payable to Directors pursuant to Shareholders approval to that effect;

h) Liability Insurances taken by the Company to cover directors.

In addition to this, periodic familiarisation programs are conducted for the directors. The details of familiarisation programmes imparted to independent directors have been posted on the website on http://www.eclerx.com/Corporate%20Governance/ Details%20of%20Familiarisation%20Programmes% 20for%20Independent%20Directors.pdf

Further, the Directors have access to Management to seek any additional information, clarification and details as may be required. The Non-Executive Independent Directors of the Company were appointed / re-appointed at the Annual General Meeting held on July 10, 2014 and their letter of appointment containing the requisite familiarisation details has been posted on the website on http://www.eclerx.com/Corporate%20Governance/St andard%20terms%20and%20conditions%20of%20a ppointment%20of%20Non-Executive%20 Independent%20Directors.pdf.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 and other applicable rules and regulations, the Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the FY 2015-16, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2016 and of the profit or loss of the Company for the year ended on that date;

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

(d) the Directors 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.

19. BOARD MEETINGS

During the FY 2015-16, 8 (Eight) Board Meetings were held as follows:

May 4, 2015 May 25, 2015 Jul 17, 2015

Aug 10, 2015 Sep 11, 2015 Nov 2, 2015

Jan 29, 2016 Mar 17, 2016

The number of committees and particulars of attendance of the Directors at the board and committee meetings are detailed in the Corporate Governance Report of the Company, which forms a part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

20. AUDIT COMMITTEE

Composition of Audit Committee:

Name Designation

Biren Gabhawala Chairman

Pradeep Kapoor Member

Anish Ghoshal Member

Deepa Kapoor Member

PD Mundhra Member

There were no such instances wherein the recommendations of the Audit Committee were rejected by the Board of Directors.

21. REPORTING OF FRAUD BY THE STATUTORY AUDITORS

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 13 of Companies (Audit and Auditors) Rules, 2014, as amended from time to time, if an auditor of a company, in the course of performance of his duties as Statutory Auditor, has reason to believe that an offence of fraud involving individually an amount below rupees one crore, is being or has been committed against the company by its officers or employees, the auditor shall report the matter to the Audit Committee of the Company.

There were no such instances of fraud reported by the Statutory Auditor during the FY 2015-16.

22. NOMINATION AND REMUNERATION POLICY

In terms of provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors vide its resolution dated July 31, 2014. The policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy has also been posted on the Company''s website on http://www.eclerx.com/Corporate%20 Governance/Nomination%20and%20Remuneration %20policy.pdf

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrongdoing that may adversely impact the Company, the Company''s customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth (i) procedures for reporting of questionable auditing, accounting, internal control and unjust enrichment matters and (ii) an investigative process of reported acts of wrongdoing and retaliation from employees, inter-alia, on a confidential and anonymous basis.

The aforesaid policy has also been posted on the Company''s website on http://www.eclerx.com/ Corporate%20Governance/WhistleBlowerPolicyandV igilMechanism.pdf

24. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Particulars Amount (Rs. in Million)

Loan NIL

Guarantee Please refer Notes to Standalone Financial Statements Â Note No. 35

Investment Please refer Notes to Standalone Financial Statements Â Note No. 12

25. PARTICULARS OF TRANSACTIONS, CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of the transactions pursuant to the provisions of inter-alia, Section 188 and the Companies (Meetings of Board and its Powers) Rules, 2014 are as under. All the transaction(s) are in the ordinary course of business and at arms'' length basis. Further details are also set out in the Notes to Standalone Financial Statements.

Pursuant to Related Party disclosure requirements under Part A of Schedule V of Listing Regulations, there are no loans and advances in nature of loans outstanding for the year ended March 31, 2016, from subsidiaries, associate companies or firms/ companies in which directors are interested.

26. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, and Rules thereunder, a Secretarial Audit Report for the FY 2015-16 in Form MR 3 given by M/s. Pramod Shah & Associates, Company Secretary in practice is attached as Annexure-III with this report. The Secretarial Auditors'' Report does not contain any qualification, reservation or adverse remark.

27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required, inter-alia, under Section 134 of the Companies Act, 2013, is given in the Annexure IV forming part of this report.

28. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

Your Company has in place a well-defined Enterprise Wide Risk Management (''EWRM'') framework and Risk Management Policy which, inter-alia, aims at the following:

1. Alignment of risk appetite and strategy of the organisation by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses Â risk avoidance, reduction, sharing, and acceptance.

3. Reduction / elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation

The framework is periodically reviewed by senior management to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the Audit Committee and the Board of Directors. The Company has also laid down procedures to inform the Board of Directors about risk assessment and minimisation procedures.

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

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter- alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the FY 2015-16:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

30. CORPORATE SOCIAL RESPONSIBILITY

Brief outline on the CSR Policy

The Company continues to earmark a corpus every year for CSR activities. The eClerx Cares team under the guidance of CSR Committee is responsible for championing all philanthropy and CSR initiatives of the Company. The mission of eClerx Cares is committed to being participants of progress by supporting initiatives in education and child welfare to help measurably improve the lives of underprivileged children.

Our partner NGOs are selected for their projects on child rights and education which is one cause, that resonates broadly within the Company. At eClerx, we believe that money is only ever a small part of the solution and our ethos involve the entire organisation heartily contributing to making a difference either through donating clothes and other material for people in distress, volunteering their time in training, running marathons for a cause, or engaging with children from schools we sponsor through our corporate funding.

Employee Engagement

There is an increased interest shown by our employees to volunteer and support our partner NGOs.

Through Payroll Giving, the Company matches employee''s contribution by 1:1. Employees can choose to contribute a fixed amount deducted monthly through CRY or choose to sponsor annual fees through Nanhi Kali or CRY for primary or secondary education.

Employees are also encouraged to participate in the engagement activities laid out across the year . In FY 2015-16, the engagement activities where employees participated enthusiastically are listed below:

- A 120-member team of Company''s employees participated in the Standard Chartered Mumbai Marathon pledging their support to the cause of education for the poor and downtrodden;

- Annual Learn-and-Fun event for the students of schools sponsored through our corporate funding;

- ''Be a Santa'' Â activity where employees donated gifts requested by children of an NGO supported by us at each location;

- One day salary contribution drive towards Maharashtra drought relief through Dilasa Sanstha;

- Visit to 5 LAHI schools by Senior management during eClerx''s annual day at Pune in December 2015 where the school children engaged our Senior Leads in various activities like gardening and agricultural techniques Â land preparation and seed plantation, welding and carpentry, wall graffiti on classroom walls, and food processing Â preparing and packaging sweets.

While the Company continues to provide expert outsourcing options, it has not lost sight of its commitment to play its role as an enlightened corporate citizen. Corporate Social Responsibility had always been on its agenda and it has also seen increasing interest and partnership from our employees to join hands on various initiatives. In U.S.A. and U.K., the Company supports numerous child education and health-related causes for Cancer, etc.

Other Details:

a. Corporate Social Responsibility Policy:

The Company has in place Corporate Social Responsibility Policy.

b. Web-link of the CSR Policy and projects or programs CSR Policy is available on the website of the Co m pa ny http: // w w w. e c ler x. com/ Corporate%20Governance/eClerx%20CSR%20po licy%20final%20-%20Jan2016.pdf

c. Composition of CSR Committee

Name Designation

Deepa Kapoor Chairperson

Anish Ghoshal Member

Biren Gabhawala Member

PD Mundhra Member

d. Average Profit Before Tax for last 3 Financial Years

Average Net Profit Financial Year (Rs. in million)

2012-13 1,906.34

2013-14 3,090.23

2014-15 2,700.34

Total Profit 7,696.91

Average Profit 2,565.64

e. Prescribed CSR Expenditure (2% of the average profit as in item (d) above):- Rs. 51.31 Million

f. Details of CSR spent during the financial year

(a) amount spent during Financial Year: Rs. 51.68 Million

(b) amount unspent, if any: Nil

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

Sr. CSR Sector in which Projects or Amount No. Projects the project is programs outlay or covered 1.Local Area (budget) activities or other project or identified 2.Specify the State program wise and district where (Rs. in Million) projects or program was undertaken

1 Samparc Child Education Other-Maharashtra 14.78

2 Muktangan Child Education Local Area-Mumbai 9.49

3 Magic Bus Child Education Other-Maharashtra 5.56

4 Lend a Hand Child Education Other-Maharashtra 5.70 India

5 Sanskriti Child Education Other-Maharashtra 5.30 Samvardhan Mandal

6 Dilasa Drought Relief Other-Maharashtra 5.65 Sanstha

7 Amar Bharat Child Education Other-Bengal 3.50 Vidyapeeth

8 CRY Child Education Local Area-Mumbai 0.68

9 K C Mahindra Child Education Local Area-Mumbai 0.43 Trust A/C Nanhi Kali

10 United Way Child Education Local Area-Mumbai 0.32 (Administrative Expenses)

Total 51.41

CSR Amount spent Projects on the Cumulative Amount or activities projects or programs expenditure upto spent: Direct identified Sub heads: March 31, 2016 or through 1.Direct expenditure (Rs. in Million) implementing on projects agency* or programs 2.Overhead (Rs. in Million)

Samparc 14.78 14.78 Through Implementing Agency

Muktangan 9.49 9.49 Through Implementing Agency

Magic Bus 5.83 5.83 Through Implementing Agency

Lend a Hand India 5.70 5.70 Through Implementing Agency

Sanskriti Samvardhan Mandal 5.30 5.30 Through Implementing Agency

Dilasa Sanstha 5.65 5.65 Through Implementing Agency

Amar Bharat Vidyapeeth 3.50 3.50 Through Implementing Agency

CRY 0.68 0.68 Through Implementing Agency

K C Mahindra Trust A/C Nanhi Kali 0.43 0.43 Through Implementing Agency

United Way 0.32 0.32 Through Implementing Agency

Total 51.68 51.68

*Details of implementing Agency(ies):

Samparc

- eClerx funds support for rural and tribal underprivileged children of Mulshi village;

- Project to support SAMPARC school and hostel, Bhambarde;

- Project for Higher Education Support for senior girls of SAMPARC;

- Special education support for the children of Shel-Pimpalgaon and Poynad Balgram;

- Vocational training support to the rural school dropouts;

- Capital expenses Project - fencing of girls children''s home (Orphanage) Bhaje and construction of girls hostel at Bhambarde;

- Construction of Girls Toilet at Maval & Mulshi Taluka Dist Pune, under the Swachh Bharat Swachh Vidyalaya Scheme.

Muktangan

- eClerx wholly funds 1 school (pre-school to Std. VIII) in Mumbai;

- Support for 350 students (including 26 differently abled children) and 46 teachers at Dr. Ambedkar Municipal School, Parel - children of defunct mill workers and odd job workers;

- Apart from academics, the students develop aesthetic skills and appreciation through participation in performing and creative arts (e.g. drama, music, sports etc.).

Magic Bus

- eClerx funds the child education program by Magic Bus which targets to holistically develop the child and implement the behaviour change leading to development of positive attitude and behaviour toward education, gender equality, health elements of the children''s school cycle;

- Magic Bus Sports for Development Program implemented in carefully chosen underprivileged communities of Mumbai and Pune;

- Children living in shanties in the Mumbra and Kalwa localities in Mumbai and Sanjay Gandhi Nagar and Anand Nagar in Pune. Their economic condition does not permit them to live normal lifestyle.

Lend-A-Hand-India (LAHI)

- eClerx funds provides job and life skills training to 6000 young boys and girls as part of secondary school curriculum under "Project Swadheen" in high schools all over Maharashtra including Mumbai, Thane and Raigad district;

- Project Swadheen introduces students to multiple vocational trades; enhancing problem solving skills, and increasing the high school graduation rate and enrollment in technical education courses.

Sanskriti Samvardhan Mandal - Strengthening Resources for Emerging Excellence (SREE)

- Project Sagroli Ahead - A support project to Quality Education. Objective is to create education friendly atmosphere in Sagroli village by initiating well designed various curricular and extracurricular activities for overall development of the students.

- Project Sagroli Sunrise Â A project to carve rural athletes. Objective is to carve career of the rural children in sports, athletics in particular. The project has been felicitated as ''The real Heroes of the Nation'' by CNN IBN in 2006. Project funding for necessary tools & equipment for athletes, diet, coach and other recurring expenses.

- Vocational Training Center (VTC) ''Utkarsh'' Â Objective is to empower unemployed rural youths with vocational skills making them self-reliant.

- School Infrastructure - Updation of infrastructure because of inadequate, irregular and scanty financial support from the Government. Funding for dual desk, science laboratory tools, equipment, apparatus and teaching aids.

- Primary School upgrade - Renovation and expansion of 50 year old school. School building is now insufficient for increasing number of students and class room educational activities, so new class rooms need to be provided. Construction of first floor (7 class rooms and 1 recreation hall).

Dilasa Sanstha

- eClerx adopts 4 villages Â Bhogji, Adsulwadi, Adhala, and Fakrabad in Kalamb and Washi Block of Osmanabad District in the drive for drought relief;

- Drought eradication program through Natural Resource Management (NRM) with community Participation;

- Activities conducted related to water and land management - Phad irrigation schemes, Pasture Development, Horticulture - Soil Conservation Watershed Development, Creation of self-help groups, implementation of income generating projects, irrigation through Dam Canals.

Amar Bharat Vidyapeeth - Parivaar

- eClerx works with Parivaar to fund Amar Bharat Vidyapeeth in Bengal;

- Working for development of orphans, girl children highly vulnerable to exploitation, victimization, and trafficking, street children, abandoned children, extremely impoverished children from tribal areas at Parivaar Ashram, Village - Barkalikapur, West Bengal;

- Each resident child once admitted is under the care and custody of Parivaar till higher education (graduation/post-graduation) and subsequent job placement and settlement into the future phase of life;

- Currently 1160 resident children are in the school starting from the age of 4 years.

Child Rights and You (CRY)

- eClerx wholly funds the KMAVGS initiative run by CRY in Maharashtra;

- Providing education, healthcare and spreading awareness on child rights.

Nanhi Kali

- eClerx supports education for underprivileged girls.

We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR Policy and in compliance with CSR objectives and Policy of the Company.

PD Mundhra Deepa Kapoor

Mumbai Executive Director Chairperson

May 20, 2016 CSR Committee

Further, details of the implementing agencies can be accessed on the website of the Company, www.eClerx.com.

31. AWARDS AND ACCOLADES

Your Company is proud to have received the following awards and accolades during the period under review:

- recognised in CIO 100 Â eTMS (Transport Management System) has been selected as an industry best practice in CIO 100 awards;

- recognised at Asia Outsourcing Excellence Awards in the category ''Use of IT for Operations Excellence'';

- won the Dataquest Business Technology Awards;

- recognised as a 2015 MAKE (Most Admired Knowledge Enterprise) India winner and the larger 2015 MAKE Asia winner. The 2015 MAKE panel recognized eClerx Services for managing customer/stakeholder knowledge;

- won the NetApp Innovation Awards 2015;

- recognised as a finalist in four categories at NOA (National Outsourcing Awards), 2015.

32. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS

- Details of the ratio of the remuneration of each director to the median employee''s remuneration (approx):-Executive Director:1:84; Non-Executive Non Independent Director: NA; Non-Executive Independent Director:1:5.65 (excluding sitting fees);

- The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:- Executive Director: 0%, Non Executive Independent Directors: 25%, Chief Financial Officer: 10% and Company Secretary: 11.5%;

- The percentage increase in the median remuneration of employees in the financial year:- 5.1%;

- The number of permanent employees on the rolls of the Company:- On rolls employee count as on March 31, 2016 was 8,550;

- The explanation on the relationship between average increase in remuneration and company performance:- Average increase in remuneration is decided based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management;

- Comparison of the remuneration of the Key Managerial Personnel against the performance of the company (KMP includes ED, CFO and CS):- ESOPs granted to CFO and CS have company performance linked vesting conditions i.e. lesser number of options vest if the company does not do well and /or is perceived to have not done well. ED has a significant variable component which is determined by Board based on various financial metrics of the company including revenue, profitability and reduction of risk. Further the details of performance of the Company are elaborated in this Annual Report;

- Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

March 31 March 31 At the time 2016 2015 of IPO

Price Earning Ratio

Basic 14.55 20.91 NA

Diluted 14.87 21.39 NA

Share Price on NSE (Rs.) 1,299.15 1,585.55 315

Number of outstanding Shares 40,788,686 30,350,885 18,868,849

Market Cap (Rs. Mln.) 52,990.62 48,122.85 5,943.69

Increase over the IPO (%)* 725%

*Following are details of bonus shares issued by the Company:

(i) bonus shares in the ratio of one Equity Share for every two Equity Shares of Rs. 10 each held in July, 2010.

(ii) bonus shares in the ratio of one Equity Share for every three Equity Shares of Rs. 10 each held in December, 2015.

- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison wth the percentile increase in the managerial remuneration and justification thereof and reasons for any exceptional circumstances for increase in managerial remuneration:- 10.2% for employees other than senior managerial personnel v/s 9.2% percentile increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management;

- The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year:- No such employee (excluding ESOP gain);

- The key parameters for any variable component of remuneration availed by the directors:- There is no variable component for Non Executive Independent Directors. The Non Executive Non Independent Directors are not paid any remuneration by the Company. As regards the remuneration of Executive Director, pursuant to the corresponding shareholders resolution, annual performance bonus is decided by the Board of Directors, on merit based and takes into account the Company''s performance while factoring key parameters like:

- Profitability (PAT, PBT, OPM)

- Return on shareholders investment

- Statutory compliances

- Revenue and revenue quality

- Salary details of employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than Rs. 60 Lakhs are given in the Annuxure-V forming part of this report;

- Salary details of an employee employed for a part of the financial year, was in receipt of remuneration for any part of that year which, in the aggregate, was not less than Rs. 5 Lakhs per month are given in the Annuxure-V forming part of this report;

- The Company affirms that the remuneration is as per the remuneration policy of the Company.

Managerial Remuneration details:

Particulars Executive Director

All elements of Annual Gross Salary: Within the range between Rs. remuneration package 13,800,000 to Rs. 27,600,000 per annum with such as salary , annual increments effective 1st April each year as benefits, stock options, may be decided by the Board, based on merits and pension etc. of all taking into account the Company''s performance for directors the year. The benefits, perquisites and allowances will be determined by the Board of Directors from time to time.

Details of fixed Basic Salary: Rs 13.80 Million p.a. component and Annual Performance Bonus: Rs 11.73 Million The actual entitlement out of Annual Performance performance linked Bonus will be decided by the Board of Directors and incentives along with will be merit based and take into account the performance criteria Company''s performance while factoring key parameters like:

- Profitability (PAT, PBT, OPM)

- Return on shareholders investment

- Statutory compliances

- revenue and revenue quality

Service contract, The tenure will be subject to termination by three (3) notice period, months prior notice in writing on either side, and all severance fees other terms are as per the Company policy.

Stock option details NA

Particulars Non-Executive & Non-Executive Independent Director Director

All elements of rmuneration package such as salary, benefits, stock options, pension etc. of all directors Nil Payment of Remuneration by way of commission of Rs. 15 Lacs per director p.a.

Details of fixed component and performance linked Remuneration will be Nil incentives along with paid in proportion to the term served in the Company, performance criteria during the year.

Service contract, notice Pursuant to the provisions of the Companies period, severance fees Act, 2013 and other relevant regulations

Stock option details No such options were NA granted in FY 2015-16

33. EMPLOYEES'' STOCK OPTION PLAN

Pursuant to the applicable requirements of the erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI guidelines''), your Company had framed and instituted Employee Stock Option Plan 2008 (''ESOP 2008'') & Employee Stock Option Plan 2011 (''ESOP 2011'') to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company. Further, during the year under review, your Company has also instituted Employee Stock Option Scheme/ Plan 2015 as per the SEBI (Share Based Employee Benefits) Regulations, 2014 pursuant to the special resolution passed by the shareholder at the Fifteenth Annual General Meeting on July 17, 2015 and approved a total number of 1,600,000 options under this scheme The Scheme envisages an ESOP Trust which is authorised for secondary market acquisition. However, no options have been granted under the Scheme as on March 31, 2016 and the Company is in the process of instituting the ESOP trust post which rest of activities for implementation thereof, would follow.

Your Company has granted stock options from time to time under the said ESOP Schemes to its employees and also to employees of its subsidiaries. The following table sets forth the particulars of stock options granted under ESOP 2008 and ESOP 2011 as on March 31, 2016:-

Particulars ESOP 2008* ESOP 2011*

Options granted during the year Nil 604,110

The exercise price shall be equal to The exercise price shall be equal to the lower of the following: the lower of the following: a) the latest available closing a) the latest available closing market price (at a stock market price (at a stock exchange where there is highest exchange where there is highest trading volume on said date) on trading volume on said date) on Pricing formula the date prior to the date on the date prior to the date on which the Remuneration which the Remuneration Committee finalises the specific Committee finalizes the specific number of options to be granted number of options to be granted to the employees or to the employees or

b) Average of the two weeks high b) Average of the two weeks high and low price of the share and low price of the share preceding the date of grant of preceding the date of grant of option on the stock exchange on option on the stock exchange on which the shares of the company which the shares of the company are listed. are listed.

Options vested as on 31.03.2016 (net) 55,867 79,301

Options exercised and allotted during 147,851 109,341 the year

The total number of equity shares arising 147,851 109,341 as a result of exercise of options

Options lapsed/ forfeited /expired during 1 545,447 the year

Variation of terms of options during Nil Nil the year

Money realised during the financial year 2015-2016 by exercise of options 1,478,510 1,093,410 (nominal value)

Total number of options outstanding at 55,867 1,988,055 the end of the year

Details of options granted to Employee:

(i) Senior Managerial Personnel As per statement attached As per statement attached

(ii) Any other employee receiving a grant Fiscal 2009-10:- Scott Houchin Fiscal 2012-13:- Scott Houchin in any one year of option amounting to Fiscal 2010-11:- Scott Houchin Fiscal 2013-14:- Nil 5% or more

Fiscal 2011-12:- Scott Houchin Fiscal 2014-15:- Nil

Fiscal 2015-16:-Nil

(iii) Identified employees who were Nil granted option, during any one year, Nil equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Rs. 71.63 for the year ended on March 31, 2016 Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS 20 ''Earning Per Share'')

Method used to account ESOPs Intrinsic value

Impact on profits: Rs. 61.55 million Difference, if any, between the employees compensation cost calculated using the intrinsic value of stock options and the Diluted EPS : Rs. 70.24 (post adjustment for aforesaid impact on profits) employee compensation cost recognised if the fair value of the options had been used and the impact of this difference on profits and EPS of the Company.

Vesting Schedule/ Requirements and Options granted under the respective ESOP Scheme(s) / Plan(s) would not maximum term of options granted earlier than one year and not later than five years from date of grant of such options.

*Pursuant to Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 , the number of options have been suitably adjusted, as required, for Bonus issue in July 2010 in the ratio of 1:2 i.e. one bonus option for every two options held and in December 2015 in the ratio of 1:3 i.e. one bonus option for every three options held.

Requisite disclosures pertaining to ESOPs as per Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are provided in the Annual report of the Company,as also on the weblink: http://www.eclerx.com/Pages/Corp_Investors_Financials.aspx. For determination of expected volatility the Company followed Black and Scholes formula.

During the year, the Nomination and Remuneration Committee has approved the closure of ESOP Scheme 2005 and ESOP Scheme 2008 and there will not be any further dilution under the said Schemes /Plans for fresh grants/options not granted/subsequently forfeited. Also, there will be no grant of shares under ESOP Scheme 2011 henceforth.

Further, under ESOP Scheme 2015, the number of grantees has been reduced and is restricted to top senior management. The other employees who were being granted ESOPs earlier, will now receive deferred cash incentives. Thus the expected dilution for fresh grants will be reduced to about 0.8% of then equity capital as against about 2% in the past.

Details of options granted to senior managerial persons of your Company as on March 31, 2016:

Name of key managerial No. of options No. of options No. of options ESOP Scheme personnel granted* exercised* out standing #*

Hoshi Mistry 57,000 49,000 0

ESOP 2008 Rohitash Gupta 68,500 49,000 0

Sandeep Dembi 42,000 34,000 0

Hoshi Mistry 41,467 3,334 31,467

Rohitash Gupta 41,467 3,334 31,467

Sandeep Dembi 42,578 0 35,912

ESOP 2011 Sanjay Kukreja 47,024 0 40,356

Chitra Padmanabhan 35,467 0 35,467

Amit Bakshi 35,467 0 35,467

Details of options granted to senior managerial persons of foreign subsidiaries of your Company as on March 31, 2016:-

Name of key managerial No. of options No. of options No. of options ESOP Scheme personnel granted* exercised* out standing #*

John Stephens 17,000 4,999 4,001

ESOP 2008 Scott Houchin 150,001 116,668 0

Scott Houchin 125,555 15,556 86,666

John Stephens 53,778 0 47,112

ESOP 2011 Alan Paris 65,234 12,566 42,668

Robert Horan 48,000 0 48,000

Roberto Antoniotti 16,000 0 16,000

#The above options are linked with the performance criteria and the actual number of options which vest could be considerably lower if the respective performance criteria is/are not met.

*Pursuant to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, and SEBI (Share based Employee Benefits) Regulations, 2014, the number of options have been adjusted, as required, for Bonus issue in December 2015 in the ratio of 1:3, that is, one bonus option for every three options held.

The difference between the intrinsic value of the shares underlying the options granted on the date of grant of option and the option price is expensed as Employees Compensation over the period of vesting. Accordingly, the impact of the same was Rs. (3.40) million on the Statement of profit and loss account for the year ended on March 31, 2016 as employee compensation cost.

The equity shares to be issued and allotted under the ESOP schemes i.e. ESOP 2008 and ESOP 2011 of the Company shall rank pari-passu in all respects including dividend with the existing equity shares of the Company.

34. HUMAN RESOURCE MANAGEMENT

Learning is a sustainable, participative process that facilitates the development of people through their own processing of information into knowledge and skills that can be effectively utilised on the job. Recognising people development as a true differentiator over competitors, the Company significantly invested in high-value training and development programs this year.

Business Analytics being identified as a key focus area, the Company sponsored employees to undergo hands-on analytics programs from some of the best institutes in India. Additionally, in-house trainers were certified on new analytics tools and platforms, which were then internalised for employees as part of the on-going capability development program.

To ensure a good success rate of managers in jobs of higher complexity, it is vital to assess their readiness for such roles, prior to assigning greater responsibilities to them. As an integral part of its HIPO (high potential) program, the Company runs in- house Potential Development Centres for competency assessment and development. A team of seasoned practitioners from the organization and industry are involved in assessing the competencies of select managers through multiple, validated evaluation techniques. The output is a list of strengths and development needs that are then leveraged and worked upon through individual development plans, thereby creating a pool of high-potential, high- performing managers who are ready to take on the next role.

As a testament to our pledge for continuous learning and development, in January 2016, the Company was named a MAKE (Most Admired Knowledge Enterprise) India winner for the fifth straight year. Additionally, this is the third year that the Company has won the MAKE Asia award; and this time, the Company ranked first on the dimension ''creating value from customer / stakeholder knowledge''.

35. CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide regulations 24 and 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors'' Certificate on its compliance is annexed hereto.

36. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

37. GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 2013 and rules made thereunder (''the Act'').

Pursuant to provisions of Act, service of documents to members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.

This initiative will ease the burden on corporates (and the environment) for sending physical documents such as notices, annual reports etc. The members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further the shareholders, who request for physical copies, will be provided the same at no additional cost to them.

38. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation to the Company''s customers, vendors, investors, consultants, business associates, bankers and employees for their support and co- operation to the Company.

Your Directors are also thankful to the Government of India, the Government of various countries, the concerned State Governments and regulatory agencies for their co-operation.

Your Directors also acknowledge the hard work and effort made by every member of the eClerx family across the world and express their sincere gratitude to the Members for their continuing confidence in the Company.

For and on behalf of the Board of Directors

eClerx Services Limited

V. K. Mundhra

Chairman

Place: Mumbai

Date: May 20, 2016

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Fifteenth Annual Report along with the audited annual accounts for the financial year ended March 31, 2015.

1. FINANCIAL HIGHLIGHTS

Key aspects of Standalone Financial Performance / Operating Performance of the Company for the year ended March 31, 2015 are tabulated below:-

(Rupees in million) Particulars 2014-15 2013-14

Income from Services 8,183.35 7,133.84

Other Income 318.14 157.63

Total Revenue 8,501.49 7,291.47

Operating Expenses 5,515.48 4,057.96

EBITDA 2,986.01 3,233.51

EBITDA% 35.12% 44.35%

Depreciation and goodwill amortization 285.67 143.28

Earnings before Exceptional 2,700.34 3,090.23

Items, Interest, & Tax

Taxes 542.68 625.13

Net Profit after Tax 2,157.66 2,465.10

NPM% 25.38% 33.81%

Year in Retrospect

On a standalone basis the total income increased to Rs. 8,501.49 million from Rs. 7,291.47 million in the previous year at a growth rate of 14.71%. The EBITDA amounted to Rs. 2,986.01 million as against Rs. 3,233.51 million in the previous year. The Company earned Net Profit After Tax (PAT) of Rs. 2,157.66 million for the year as against Rs. 2,465.10 million during the previous year.

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

Information on operational and financial performance, etc., is provided in the Management Discussion and Analysis

Report, which is annexed to the Directors'' Report and has been prepared, inter-alia, in compliance with the terms of Clause 49 of the Listing Agreement with Indian Stock Exchanges.

3. DIVIDEND

After considering the Company''s profitability, cash flow and overall financial performance, your Directors are pleased to recommend a dividend of Rs. 35/- (350%) per share. The total quantum of dividend if approved by the Members will be about Rs. 1,062 million while about Rs. 222 million will be paid by the Company towards dividend tax and surcharge on the same.

The Company had paid a dividend of Rs. 35/- per share (350%) for the year ended March 31, 2014.

The register of members and share transfer books will remain closed from Saturday, July 11, 2015 to Friday, July 17, 2015 (both days inclusive) for the purpose of ascertaining entitlement for the said final dividend. The Fifteenth Annual General Meeting of the Company is scheduled to be held on Friday, July 17, 2015.

4. PUBLIC DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013.

5. SUBSIDIARY COMPANIES

The Company has following subsidiaries as on March 31, 2015:

S. No. Name of Subsidiary(ies)

1 eClerx Investments Limited (BVI)

2 eClerx LLC (U.S.A.)

3 eClerx Limited (U.K.)

4 eClerx Private Limited (Singapore)

5 Agilyst Inc. (U.S.A.)

6 Agilyst Consulting Private Limited (India), a subsidiary being the subsidiary of Agilyst Inc. (U.S.A.)

7 eClerx Investments (U.K.) Limited (U.K.)

Further, w.e.f, April 21, 2015, the following entities are also subsidiaries of the Company:

S. No. Name of Subsidiary(ies)

1 CLX Europe SPA.(Italy) a step down subsidiary being the subsidiary of eClerx Investments (U.K.) Limited

2 Sintetic S.R.L (Italy), Step-down subsidiary

3 CLX Media Solutions GmbH (Germany), Step- down subsidiary

4 CA Europe Media Solutions Limited (U.K.), Step-down subsidiary

Further CA Europe SPA (Italy) holds about 49% in CA Thai Company Limited (Thailand),

6. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Pursuant to Section 136 of the Companies Act, 2013, the Financial Statements including Consolidated Financial Statements, if any, along with relevant documents have been posted on the Company''s website www.eClerx, com, The same are open for inspection at the Registered Office of the Company on all working days except Saturday between 11.00 a.m. to 6.00 p.m. up to the date of the Annual General Meeting,

A statement containing salient features of performance and financial position of each of the subsidiaries included in the financial statement is attached as Annexure - I to this Report in the prescribed format.

7. ACQUISITION OF CLX EUROPE S.P.A. (ITALY)

Your Company signed on March 31, 2015, a definitive agreement to acquire 100% of CLX Europe SPA. (''CLX'') a joint stock limited liability company incorporated in 1969 under the laws of Italy, having its Registered Office at Via Dell'' Artigianato, 8, 37135 Verona VR, Italy, through its overseas subsidiary eClerx Investments (U.K.) Limited, thereby making CLX a step-down subsidiary of eClerx Services Limited, India. The consideration for the acquisition, an amount not exceeding, INR 1,687.75 Million is/will be in all cash and funded from the Company''s internal accruals. CLX creates, manages and delivers creative assets globally to the multi-channel market for luxury brands and major retailers. The accounts of CLX have not been consolidated with the Accounts of the Company as such because that even though the definitive agreement was signed on March 31,2015 but the closing documents to effect the said acquisition were signed on April 21, 2015, i.e. post end of Financial Year 2014-15.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS wITH REFERENCE TO THE FINANCIAL STATEMENTS

The Internal Financial Controls (IFC) as per explanation to Section 134(5)(e) of the Companies Act, 2013 are reviewed by your management and key areas are subject to various statutory, internal and operational audits based on periodic risk assessment. The findings of the audits are discussed with the management and key findings are presented before the Audit Committee for review of actionable items.

The review of the IFC, inter-alia, consists of the following three components of internal controls:

A. Entity level controls;

B. Key financial reporting controls; and

C. Internal controls in operational areas.

9. INCREASE IN SHARE CAPITAL

Particulars No. of shares Amount in Rs.

Issued, subscribed and Paid-up Capital as on April 30,176,907 301,769,070 1, 2014

Add: Number of shares

allotted during the year FY 173,978 1,739,780 2015

Issued, subscribed and Paid-up Capital as on 30,350,885 303,508,850 March 31, 2015

10. STATUTORY AUDITORS

M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai, [ICAI Registration No. 101049W] the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on July 10, 2014 for a period of 5 years i.e. upto conclusion of Nineteenth Annual General Meeting subject to ratification by Shareholders at every Annual General Meeting as per the provisions of the Companies Act, 2013 (''Act''). Pursuant to the Act, Members are requested to consider ratification of their appointment and authorise the Board of Directors including Audit Committee thereof to fix their remuneration for the Financial Year 2015-16. In this regard, the Company has received a Certificate from the Auditors to the effect that their appointment as Auditors continues to be in accordance with the provisions of the Act.

11. EXTRACT OF ANNUAL RETURN

Information as required under Section 134(3)(a) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are given in the Annexure-II forming part of this report.

12. SIGNIFICANT AND MATERIAL ORDERS

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

13. DIRECTORS

In accordance with the Articles of Association of the Company, V, K. Mundhra, [DIN:00282180] retire from office by rotation, and being eligible, offer himself for re-appointment at the forthcoming Annual General Meeting of the Company, The brief resume of V, K. Mundhra as required, inter-alia, in terms of Clause 49 of the Listing Agreement is included in this Annual Report. Further, the required proposal for re-appointment of the above Director at the forthcoming Annual General Meeting is included in the Notice convening this Annual General Meeting. V, K. Mundhra is not a key managerial personnel pursuant to the provisions of Companies Act, 2013.

During the year under review Nityanath Ghanekar, Non- Executive Independent Director resigned with effect from July 1, 2014 due to personal reasons. Directors place on record, their sincere appreciation for the assistance and guidance provided by him during his tenure as Director of the Company.

14. DECLARATION BY INDEPENDENT DIRECTOR(S)

The Company has received Certificate of Independence from all Independent Directors, inter-alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

15. BOARD AND COMMITTEE EVALUATION

The Companies Act 2013, rules thereunder and the Listing Agreement provide that the Annual Report of the Company shall disclose the following:

- Manner in which formal performance evaluation of the Board, its Committees, and Individual Directors has been carried out; and

- Evaluation criteria.

To this effect, the Board of Directors appointed an external expert on Board evaluation, for facilitating and carrying out the said evaluation who carried out the review, analysis, and evaluation and submitted its report. This exercise, inter- alia, aimed at evaluation of the Board at a collective level and evaluation of individual board members, including peer review and self-assessment. The individual reports were submitted to respective directors whereas the Board level report was placed before the Nomination and Remuneration Committee as well as the Board of Directors, for review, requisite noting and action items.

The said review was carried out, based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter-alia, modelled on the following factors:

- Accountability towards shareholders;

- Critical review of business strategy;

- Conducive environment for candid communication and rigorous decision making;

- Board''s focus on wealth finalises of shareholders;

- Board''s ability to demand and foster higher performance;

- Business Continuity preparedness;

- Skill Set and mix thereof among Board members;

- Flow of information so as to enable informed opinions by the Directors;

- Adequacy of meetings of directors in terms of frequency as well as the time dedicated for discussions and deliberations.

The peer review checklist encouraged the Directors to share their feedback, suggestions and opinions frankly which were then collated and submitted to each of the directors for noting, information and requisite future action, as deemed fit.

On the same lines, review of committees of Board of Directors was also conducted based on pre-defined comprehensive checklist(s) covering evaluation criteria(s), inter-alia, modelled on the following factors:

- Contribution, controland counselling by the Committee on various matters;

- Qualitative comments / inputs;

- Deficiencies observed, if any;

- Qualification of members constituting the

Committee;

- Attendance of Committee members in the

respective meetings;

- Frequency of meetings.

In addition, the Chairman was also evaluated on the key aspects of his role.

The findings of this exercise were also placed before the Nomination and Remuneration Committee and the Board for review, evaluation and noting.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director and non-executive directors. The same was discussed in the subsequent Board Meeting that followed the Meeting of Independent Directors.

It is intended to continue with this practice going forward and explore to enhance the scope of this exercise, if and as deemed fit.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a detailed Nomination and

Remuneration Policy, which is also available on the website of the Company dealing with related matters. The Familiarisation program is undertaken as and when there is a new induction on the Board of the Company, which, inter- alia, covers the following:

a) Introduction and meeting with other Directors on the Board and the Senior Management;

b) Brief introduction about the business of the Company;

c) Roles and responsibilities of directors;

d) Extant Committees of Board of Directors;

e) Meetings of Board and Committees, venue, generic dates and timings when such meetings are generally held and the Annual General Meeting of shareholders of the Company;

f) The Codes of Conduct which are in place and applicable to the Directors;

g) Remuneration payable to Directors pursuant to Shareholders approval to that effect;

h) Liability Insurances taken by the Company to cover directors;

Further the Directors have access to Management to seek any additional information, clarification and details as may be required.

The Non-Executive Independent Directors of the Company were appointed/ re-appointed at the Annual General Meeting held on July 10, 2014. Their Letter of Appointment contained the requisite familiarisation details which has been posted on the website on http://www.eClerx.com/ Corporate%20Governance/Nomination%20and%20 Remuneration%20policy,pdf

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 and other applicable rules and regulations, the Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the Financial Year 2014-15, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2015 and of the profit or loss of the Company for the year ended on that date;

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

(d) the Directors 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.

18. NO. OF MEETINGS OF THE BOARD

During the Financial Year 2014-15, 8 (Eight) Board Meetings were held as follows:

May 20, 2014 July 10, 2014 July 31, 2014

October 30, 2014 January 12, 2015 January 30, 2015

March 13, 2015 March 31, 2015

19. AUDIT COMMITTEE

Composition of Audit Committee:

Name Designation

Biren Gabhawala Chairman

Pradeep Kapoor Member

Anish Ghoshal Member

PD Mundhra Member

There were no such instances wherein the recommendations of the Audit Committee were rejected by the Board of Directors.

20. NOMINATION AND REMUNERATION POLICY

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, entered into by the Company with Stock Exchanges, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company had been formulated by the Nomination and Remuneration Committee of the Company and was approved by the Board of Directors vide its resolution dated July 31, 2014. The policy acts as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees. The aforesaid policy has also been posted on the Company''s website on http://www.eClerx.com/ Corporate%20Governance/Nomination%20and%20 Remuneration%20policy.pdf

21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of the Companies Act, 2013 and Listing Agreement, the Company has in place Whistle Blower Policy to encourage all employees or any other person dealing with the Company to disclose any wrongdoing that may adversely impact the Company, the Company''s customers, shareholders, employees, investors, or the public at large. This policy, inter-alia, also sets forth (i) procedures for reporting of questionable auditing, accounting, internal control and unjust enrichment matters and (ii) an investigative process of reported acts of wrongdoing and retaliation from employees, inter-alia, on a confidential and anonymous basis. The aforesaid policy has also been posted on the Company''s website on http://www.eClerx.com/Corporate%20Governance/

WhistleBlowerPolicyandVigilMechanism.pdf

22. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

Particulars Amount (Rs. in Million)

Loan Nil

Guarantee 4.25

Investment Please refer Notes to Standalone Financial Statements-Note No. 12

24. SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, and Rules thereunder, a Secretarial Audit Report for the FY 2014-15 in Form MR 3 given by M/s. Pramod Shah & Associates, Company Secretary in practice is attached as Annexure-III with this report.

25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required, inter-alia, under Section 134(3)(m) of the Companies Act, 2013, is given in the Annexure IV forming part of this report.

26. ENTERPRISE wIDE RISK MANAGEMENT SYSTEM AND RISK MANAGEMENT POLICY

Your Company has in place a well-defined Enterprise Wide Risk Management (''EWRM'') framework and Risk Management Policy which inter-alia aims at the following:

1. Alignment of risk appetite and strategy of the organisation by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing, and acceptance.

3. Reduction / elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management persons to ensure that the risks are identified, managed and mitigated. The same is also periodically reported to the Audit Committee and the Board of Directors.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainee) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2014-15:

- No. of complaints received:Nil

- No. of complaints disposed off: Nil

28. CORPORATE SOCIAL RESPONSIBILITY Brief outline on the CSR Policy

The Company continues to earmark a corpus every year for CSR activities. The eClerx Cares council under the guidance of CSR Committee is responsible for championing all philanthropy and CSR initiatives of the Company. The mission of eClerx Cares is committed to being participants of progress by supporting initiatives in education and child welfare to help measurably improve the lives of underprivileged children.

Our partner NGOs are selected for their projects on child rights and education which is one cause, that resonates broadly within the Company, At the Company, it is believed that money is only ever a small part of the solution and our ethos involve the entire organisation heartily contributing to making a difference either through donating clothes and other material for people in distress, volunteering their time in training, running marathons for a cause, or engaging with children from schools we sponsor through our corporate funding.

Employee Engagement

There is an increasing amount of interest shown by our employees to volunteer and support our partner NGOs. The Company matches employee''s contribution by 1:1. Employees can choose to contribute a fixed amount deducted monthly or choose to sponsor annual fees through

either Nanhi Kali or CRY for primary or secondary education.

Employees also participate enthusiastically in the engagement activities laid out across the year like:

- A 75-member team of Company''s employees participated in the Mumbai Marathon pledging their support to the cause of Child Rights and Education;

- AnnualLearn-and-Fun event for the students of schools sponsored through our corporate funding;

- This year eClerx Cares in a tie up with Raahat helped by sending relief for the flood victims of Jammu and Kashmir with employees whole-heartedly contributing with food, clothing, sanitation material, etc;

- Participated in a Swachh Bharat initiative, a national campaign rolled out by Honorable Prime Minister of the Government of India.

While the Company continues to provide expert outsourcing options, it has not lost sight of its commitment to play its role as an enlightened corporate citizen. Corporate Social Responsibility had always been on its agenda and it has also seen increasing interest and partnership from our employees to join hands on various initiatives. In the U.S.A. and U.K., the Company supports numerous child education and health-related causes for Cancer, etc.

Other Details:

a. Corporate Social Responsibility Policy:

The Company has in place Corporate Social Responsibility Policy.

b. web-link of the CSR Policy and projects or programs

CSR Policy is available on the website of the Company http://www.eClerx.com/Corporate%20Governance/ eClerx%20CSR%20policy%20final%20-Jan%20 2015%20BM.pdf.

c. Composition of CSR Committee

Name Designation

Deepa Kapoor Chairperson

Anish Ghoshal Member

Biren Gabhawala Member

PD Mundhra Member

d. Average Profit Before Tax for last 3 Financial Years

Financial Year Average Net Profit (Rs. In Million)

201 1-12 1,954.47

2012- 13 1,906.34

2013- 14 3,090.23

TOTAL 6,951.04

e. Prescribed CSR Expenditure (2% of the amount as in item (d) above):- Rs. 46.34 Million

f. Details of CSR spent during the financial year

(a) amount spent during Financial Year: Rs. 46.37 Million

(b) amount unspent, if any: Nil

*Details of implementing Agency(ies):

Child Rights and You (CRY)

- eClerx wholly funds the KMAVGS initiative run by CRY in Maharashtra;

- Providing education, healthcare and spreading awareness on child rights.

Nanhi Kali

- eClerx supports education for underprivileged girls in Sheopur district of Madhya Pradesh.

Parivaar

- eClerx works with Parivaar to fund Amar Bharat Vidyapeeth in Bengal.

Caring Friends - SAMPARC

- eClerx funds support for rural and tribal underprivileged children of Mulshi village;

- Project to support SAMPARC schooland hostel, Bhambarde;

- Project for Higher Education Support for senior girls of SAMPARC;

- Special education support for the children of Shel- Pimpalgaon and Poynad Balgram;

- Vocational training support to the rural school drop- outs;

- Capital expenses Project - fencing of girls children''s home (Orphanage) Bhaje and construction of girls hostel at Bhambarde;

- Construction of Girls Toilet at Maval & Mulshi Taluka Dist Pune, under the Swachh Bharat Swachh Vidyalaya Scheme.

Sanskriti Samvardhan Mandal

- Construction of Toilet Complex with Biogas plant for Shri Chatrapati Shivaji High School at Sagroli, Dist. Nanded, under the Swachh Bharat Swachh Vidyalaya Scheme.

Magic Bus

- eClerx funds the Child education Program by Magic Bus which target to holistically develop the child and implement the behavior change leading to development of positive attitude and behavior toward education, gender equality, health elements of the children''s school cycle.

Muktangan

- eClerx wholly funds 1 school (pre-school to Std. VII) in Mumbai.

Dasra- LAHI

- eClerx funds proposal to provide job and life skills training to 6000 young boys and girls as part of secondary school curriculum under ''Project Swadheen'' in high schools all over Maharashtra including Mumbai, Thane and Raigad district.

Kaveri Vanitha Sevashrama

- eClerx funds a part of the orphanage ''KVS'' at Hessaraghatta village about 30 kms from Bangaluru city, run by 60 year old Sarojamma for the past more than 40 years and houses about 50 orphans.

We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR Policy and in compliance with CSR objectives and Policy of the Company,

PD Mundhra Deepa Kapoor

Mumbai Executive Director Chairperson May 25, 2015 CSR Committee

Further, details of the implementing agencies can be accessed on the website of the Company, www.eClerx.com

29. AWARDS AND ACCOLADES

Your Company is proud to have received the following awards and accolades during the period under review. The Company was:

- recognised as the ''Star SME of the Year'' in the small and medium enterprise (SME) category at the Business Standard Awards for Corporate Excellence;

- recognised in the Deloitte Technology Fast 500Â Ranking as one of the 500 fastest-growing technology companies in the Asia Pacific, based on the percentage revenue growth over the last three financial years;

- won the 2014 Most Admired Knowledge Enterprise (MAKE) Asia award for the second time;

- won the QIMPRO award for 2014, in the Process Optimization category;

- named among top 10 nominees in the Small Cap range for the RB Investor Communication award;

- named a 2014 CIO 100 Award Winner;

- recognised in the 2014 IAOP Global Outsourcing 100 ranking and included in their ''Best 10 Companies - Marketing Services'' and the ''Best 20 Companies

- Financial Management Services'' sub-lists for the second time in a row;

- featured in Outlook Business'' ''Fastest Growing Companies'';

- won the Knowledge Management Leadership award;

- won the ''Use of Technology for Operational Excellence'' BPO Excellence award at the 2014 Asia BPO Summit;

- won the NetApp Innovation Awards 2015;

- recognised in ReQ Rangers in the category ''Innovation

- Product or Service'' in the Social Innovation Awards, endorsed by World CSR Congress;

- won the Use of Technology for Operations Excellence'' at the BPO Excellence Awards - 2015.

30. REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND OTHER APPLICABLE PROVISIONS

- Details of the ratio of the remuneration of each director

to the median employee''s remuneration (approx):- Executive Director: 1:84; Non-Executive Non Independent Director: NA; Non-Executive Independent Director: 1:4 (excluding sitting fees)

- The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:- Executive Director: 0%, Non Executive Independent Directors: 50%, Chief Financial Officer: 12% and Company Secretary: 13.5%;

- The percentage increase in the median remuneration of employees in the financial year:- 7%;

- The number of permanent employees on the rolls of the Company:- On rolls employee count as on March 31, 2015 was 6,687;

- The explanation on the relationship between average increase in remuneration and company performance:-

Average increase in remuneration is decided based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management;

- Comparison of the remuneration of the Key Managerial Personnel against the performance of the company (KMP includes ED, CFO and CS):- ESOPs granted to CFO and CS have company performance linked vesting conditions i.e. lesser number of options vest if the company does not do well and /or is perceived to have not done well. ED has a significant variable component which is determined by Board based on various financial metrics of the company including revenue, profitability and reduction of risk. Further the details of performance of the Company are elaborated in this Annual Report.

- Variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

March 31 March 31 At the time 2015 2014 of IPO

Price Earning Ratio

Basic 20.91 12.46 NA

Diluted 21.39 12.81 NA

Share Price (Rs.) 1,585.55 1,061.05 315

Number of outstanding Shares 30,350,885 30,176,907 18,868,849

Market Cap (Rs. Mln.) 48,122.85 32,019.21 5,943.69

Increase over the IPO (%)* 655.02%

*The Company issued bonus shares in the ratio of one Equity Share for every two Equity Shares of Rs. 10 each held in July 2010.

- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and reasons for any exceptional circumstances for increase in managerial remuneration:- 10.5% for employees other than senior managerial personnel v/s 10.3% percentile increase in the senior managerial remuneration. The increase is determined based on salary benchmarking done with industry peers to ensure retention of experienced employees. Company performance has indirect linkage to overall compensation of senior management;

- The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- No such employee (excluding ESOP gain);

- The key parameters for any variable component of remuneration availed by the directors:- There is no variable component for Non Executive Independent Directors. The Non Executive Non Independent Directors are not paid any remuneration by the Company. As regards the remuneration of Executive Director, pursuant to the corresponding shareholders resolution, annual performance bonus is decided by the Board of Directors, on merit based and takes into account the Company''s performance while factoring key parameters like:

- Profitability (PAT, PBT, OPM)

- Return on shareholders investment

- Statutory compliances

- Revenue and revenue quality

- Salary details of employees employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than Rs. 60 Lakhs are given in the Annuxure-V forming part of this report.

- Salary details of an employee employed for a part of the financial year, was in receipt of remuneration for any part of that year which, in the aggregate, was not less than Rs. 5 Lakhs per month are given in the Annuxure-V forming part of this report.

- The Company affirms that the remuneration is as per the remuneration policy of the Company,

31. EMPLOYEES'' STOCK OPTION PLAN

Pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI guidelines''), your Company had framed and instituted Employee Stock Employee Stock Option Plan 2008 (''ESOP 2008'') & Employee Stock Option

Plan 2011 (''ESOP 2011'') to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company,

Your Company has granted stock options from time to time under the said ESOP Schemes to its employees and also to employees of its subsidiaries,

Details of options granted to senior managerial persons of your Company as on March 31,2015:

ESOP Scheme Name of key manage No. of opti No. of opti No. of options rial ons ons personnel granted* exercised outstanding*

Hoshi Mistry 57,000 47,700 1,300

ESOP 2008 Rohitash Gupta 68,500 49,000 0

Sandeep Dembi 42,000 19,000 15,000

Hoshi Mistry 27,000 0 27,000

Rohitash Gupta 27,000 0 27,000

Sandeep Dembi 27,000 0 27,000

ESOP 2011 Sanjay Kukreja 30,335 0 30,335

Chitra Padmanabhan 20,000 0 20,000

Amit Bakshi 20,000 0 20,000

Details of options granted to senior managerial persons of foreign subsidiaries of your Company as on March 31,2015:-

ESOP Scheme Name of key manage No. of opti No. of opti No. of options rial ons ons personnel granted* exercised outstanding*

John Stephens 16,000 1,999 6,001

ESOP 2008 Scott Houchin 150,000 75,000 41,667

Scott Houchin 82,000 0 82,000

John Stephens 33,000 0 33,000

ESOP 2011 Alan Paris 43,000 0 43,000

Robert Horan 27,000 0 27,000

* The above options are linked with the performance criteria and the actual number of options which vest could be considerably lower if the respective performance criteria is/are not met.

The difference between the intrinsic value of the shares underlying the options granted on the date of grant of option and the option price is expensed as Employees Compensation over the period of vesting. Accordingly, the impact of the same was Rs. (0.41) million on the Statement of profit and loss account for the year ended on March 31, 2015 as employee compensation cost.

The equity shares to be issued and allotted under the ESOP schemes i.e. ESOP 2008 and ESOP 2011 of the Company shall rank pari-passu in all respects including dividend with the existing equity shares of the Company,

32. HUMAN RESOURCES MANAGEMENT

The Company recognises the value of continuous learning and development that is focused and relevant and is committed to investing in its people''s capabilities because it believes that the competencies that are built today will drive the future of its business.

Building on its partnerships with top MBA schools in the Western region of the country, for management education for junior and mid-level managers, in 2013, the Company partnered with another leading Management development institute for offering its junior staff the opportunity to earn a management credential without having to take a break from work. Classes for the 2-year program are conducted by the institute''s faculty at Company''s premises in Mumbai.

For select high performing managers, the Company rolled out a 2 year International Business Communication Skills certification program by well known experts in the field. Across the Company, every day, operations managers communicate with clients across the U.S., Europe and Asia Pacific and this program is designed to enable managers to communicate effectively across channels and cultures.

For senior managers that travel onshore frequently, the Company introduced a Cultural Intelligence program to help managers understand inter-cultural differences as an appreciation of which ultimately promotes clearer communication, breaks down barriers, builds trust, strengthens relationships, and yields tangible results in terms of business success.

As a testament to our commitment to continuous learning and development, in January 2015, the Company won the MAKE (Most Admired Knowledge Enterprises) Asea award for 2014 for the second time alongside some of India''s largest IT conglomerates.

33. CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide Clause 49 of the Listing Agreement. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors'' Certificate on its compliance is annexed hereto.

The Ministry of Corporate Affairs, Government of India, published the Corporate Governance Voluntary Guidelines 2009, to strengthen the corporate governance framework.

These guidelines provide for a set of requirements which may be voluntarily adopted by Companies and focuses on areas such as Board of Directors, responsibilities of the Board, Audit Committee functions, roles and responsibilities, appointment of auditors, Compliance with Secretarial Standards and a mechanism for whistle blower support.Your Company by and large is in compliance with requirements laid down therein.

34. SUCCESSION PLANNING

The Company has succession plan in place for orderly succession for appointments to Board and to senior management.

35. GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 2013 and rules made thereunder (''the Act'').

Pursuant to provisions of Act, service of documents to members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.

This initiative will ease the burden on corporates (and the environment) of sending physical documents such as notices, annual reports etc. The members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further the shareholders, who request for physical copies, will be provided the same at no additional cost to them.

38. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere appreciation to the Company''s customers, vendors, investors, consultants, business associates, bankers and employees for their support and co-operation to the Company,

Your Directors are also thankful to the Government of India, the Governments of various countries, the concerned State Governments and regulatory agencies for their co- operation.

Your Directors also acknowledge the hard work and effort made by every member of the eClerx family across the world and express their sincere gratitude to the Members for their continuing confidence in the Company,

For and on behalf of the Board of Directors eClerx Services Limited

V. K. Mundhra Chairman

Place: Mumbai Date: May 25, 2015

Mar 31, 2013

Dear Members,

The Directors are pleased to present their Thirteenth Annual Report along with the audited annual accounts for the financial year ended March 31, 2013.

1. Financial Highlights

Financial / operating performance (Consolidated) of the Company and its subsidiaries for the financial year ended March 31, 2013 is tabulated below:-

(Rupees in million)

Particulars 2012-13 2011-12

Revenue from 6,605.34 4,728.85 Operations

Other Income (net) (181.78) 223.00

Total Revenue 6,423.56 4,951.85

Operating Expenses 4,058.81 2,831.47

EBITDA 2,364.75 2,120.38

EBITDA % 36.81% 42.82%

Depreciation and 255.36 128.88 goodwill amortisation

Earnings before 2,109.39 1,991.50 Interest & Tax

Taxes 393.37 393.77

Net Profit after Tax 1,716.02 1,597.73

NPM% 26.71% 32.27%

Year in Retrospect:

On a consolidated basis the total income increased to Rs. 6,423.56 million from Rs. 4,951.85 million in the previous year at a growth rate of 30%. The EBITDA amounted to Rs. 2,364.75 million as against Rs. 2,120.38 million in the previous year. The Company earned Net Profit After Tax (PAT) of Rs. 1,716.02 million for the year as against Rs. 1,597.73 million during the previous year registering Year on Year (YoY) growth of 7%.

2. Information on status of Company''s affairs

Information on operational and financial performance of the Company etc., is provided in the Management Discussion and Analysis Report, which is annexed to the Directors'' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement entered with the Indian Stock Exchanges.

3. Dividend

After considering the Company''s profitability, cash flow and overall financial performance, the Directors are pleased to recommend a dividend of Rs. 25 (250%) per share. The total quantum of dividend, if approved by the Members will be about Rs. 746.86 million while about Rs. 126.93 million will be paid by the Company towards dividend distribution tax and surcharge on the same.

The Company had paid a dividend of Rs. 17.50 per share (175%) during the year ended March 31, 2012.

The Register of Members and Share Transfer Books will remain closed from Friday, August 16, 2013 to Thursday, August 22, 2013 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Thirteenth Annual General Meeting of the Company is scheduled to be held on Thursday, August 22, 2013.

4. Transfer to Reserve(s)

The Company proposes to transfer Rs. 156.10 million to the General Reserve out of the amount available for appropriations and an amount of Rs. 679.96 million is proposed to be retained in the Profit and Loss Account out of current year''s profits.

5. Subsidiary Companies

The Company has following foreign subsidiaries as on March 31, 2013:

S. No Name of the subsidia(ies)

1 eClerx Investments Limited (BVI)

2 eClerx LLC (USA)

3 eClerx Limited (UK)

4 eClerx Private Limited (Singapore)

5 Agilyst Inc (USA) (a step down subsidiary, being the subsidiary of eClerx Investments Limited (BVI))

6 Agilyst Consulting Private Limited (India) (a step down subsidiary, being the subsidiary of Agilyst Inc (USA))

The Members are requested to note that the Ministry of Corporate Affairs vide its general Circular No. 2/2011 dated February 8, 2011, has granted a general exemption to all the companies under Section 212(8) of the Companies Act, 1956 with regard to attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the Company after complying with the directions given therein. However, the Members who wish to have a copy of the annual audited accounts of the subsidiaries will be provided the same upon receipt of a request from them and will also be available for inspection by any member at the registered office of the Company and of the subsidiary companies on any working day. The specified financial information of subsidiary companies is disclosed along with the consolidated financial statements and will also be available on the website of the Company (www. eClerx.com). In accordance with the requirements of the Listing Agreement executed with the Stock Exchanges, the consolidated financial statements of the Company are annexed to the Annual Report.

6. IPO Fund Utilisation

The Company completed its Initial Public Offer (IPO) and the equity shares were listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) effective December 31, 2007. The balance amount of Rs. 220 million out of IPO proceeds, as on March 31, 2012, earmarked for acquisition was fully utilized to acquire 100% of Agilyst Inc., a closely held US based KPO company, through its overseas subsidiary eClerx Investments Limited and accordingly there were no un-utilised IPO proceeds as on March 31, 2013.

7. Developments after the Balance Sheet Date

The Article 24 of the Articles of Association ("AOA") of the Company originally provided that the Company is allowed to buy-back its shares from the existing Members after passing a Special Resolution in accordance with Section 77A and other applicable provisions of the extant Companies Act, 1956 ("the Act") and SEBI (Buy-back of Securities) Regulations, 1998 and any amendment thereof.

The erstwhile Article 24 of the AOA of the Company is reproduced below:

24. The Company may, by special resolution, purchase its own securities or other securities, subject to such limits and on such terms and conditions specified under Section 77A and other applicable provisions of the Act and rules or regulations framed there under and SEBI (Buy Back of Securities) Regulations, 1998.

As per the extant Section 77A of the Act, a buy-back by the Board of Directors is allowed if the quantity of buy- back is or less than 10% of the paid up equity capital and free reserves of the Company. It was therefore proposed to amend the existing Article 24 of AOA so that the Board of Directors would be allowed to buy-back to the extent permitted pursuant to Section 77A of the Act and any other Acts or Rules as may be applicable from time to time. The Board of Directors of the Company at its Meeting held on April 9, 2013, inter-alia, proposed, for the approval of Members by way of a special resolution, to amend the Article so that the Board would be allowed to buy-back as aforesaid. The shareholders approval was sought by voting via Postal Ballot in terms of the provisions of Section 192A of the Companies Act, 1956, read with the provisions of the Companies (Passing of Resolutions by Postal Ballot) Rules, 2011.

The Company completed dispatch of postal ballots on April 30, 2013 and outcome of the postal ballot was announced on June 4, 2013 and the resolution was carried with requisite majority. Accordingly the Articles of Association stands amended with effect from the said date.

8. Amendment(s) to ESOP Plan(s)/ Scheme(s) of the Company

SEBI vide its Circular CIR/CFD/DIL/3/2013 dated January 17, 2013 amended SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, in respect of Trust Route under ESOP Plans, inter-alia, providing that listed entities will be prohibited from framing any employee benefit schemes involving acquisition of own securities from the secondary market.

ESOP Schemes viz., Employee Stock Option Plan (''ESOP 2005''), Employee Stock Option Scheme 2008 (''ESOP 2008'') and Employee Stock Option Scheme 2011 (''ESOP 2011'') of the Company contain enabling clause(s), as was earlier permitted under the then extant regulations, allowing the Company to set up ESOP Trust to purchase shares from open market. However, the Company does not have any ESOP Trust in place as on date. Furthermore, no such trust has dealt in Company''s securities in the secondary markets, at any time.

Thus, in order to comply with the aforesaid Circular, the shareholders approval is being sought at the ensuing Annual General Meeting, for removing the clauses from existing ESOP Plans, pertaining to ESOP Trust/ESOS Trust/ Employee Welfare Trust, involving acquisition of its own securities from the secondary market.

Furthermore, the ESOP Schemes (ESOP 2008 & ESOP 2011) of the Company are silent on implications upon delayed payment of exercise and/or tax money by the employee(s) concerned (as set out in the respective ESOP Plan(s)/Scheme(s)), wherein the employee post exercise, makes delayed payment of exercise and/or tax money or does not pay the same for indefinite period as against the applicable cut off dates. It may become unduly advantageous to such employee in case of rising share price as otherwise a higher market price would have meant higher tax obligation upon the employee. It may also be disadvantageous to larger set of employees'' interests wherein they are denied allotment in a particular cycle as their money was received late by say only one day.

In view of the above and in the larger interest of employees, Remuneration Committee and Board of Directors of the Company, accorded its consent for seeking shareholders approval and authorization for making necessary amendments to ESOP Plan(s)/ Scheme(s) to incorporate necessary clauses pertaining to the implications of upon delayed / non payment of exercise and tax money.

Further, the Board of Directors at its meeting held on May 24, 2013, also considered the proposal to increase maximum number of options available to be granted under ESOP 2011 from 1,600,000 to 2,600,000. The said proposal is set out in detail in the notice convening the Thirteenth Annual General Meeting.

The other terms and conditions of the ESOP Schemes viz. ESOP 2008 and ESOP 2011 would remain the same as envisaged in the respective ESOP Scheme(s) and earlier approved by the shareholders of the Company, as amended from time to time.

The Members are requested to consider approving the respective resolutions, as set out in the notice convening this Thirteenth Annual General Meeting.

9. Payment of remuneration by way of commission to Non-Executive Independent Directors of the Company

Non-Executive Independent Directors of the Company are not paid any remuneration except the sitting fees for attending Board and Committee meetings. It is proposed that Non-Executive Independent Directors be paid remuneration by way of commission, in aggregate, not exceeding 1% of the net profit of the Company for the respective financial year, subject to a limit of Rs.12 Lacs p.a. per Non-Executive Independent Director.

The Board of Directors of the Company accorded its consent to seek Members'' approval for payment of remuneration by way of commission. The Members are requested to consider approving the same, as set out in the notice convening this Thirteenth Annual General Meeting.

10. Raising of Long Term Funds

The Board of Directors of the Company vide resolution passed on May 24, 2013 accorded its consent, to seek Members'' enabling approval for raising of long term funds by way of issue of securities, inter-alia, under section 81(1A) of the Companies Act, 1956 upto an amount of Rs. 3,000 million.

This approval is regarded by the Board as an enabling resolution, which can be used to raise capital in an appropriate amount and using the appropriate mix of funding instruments, once the usage of funds has been more specifically identified. As such, the Board proposes to have enabling approval from the Members to allow it the necessary flexibility to quickly take advantage of emerging growth opportunities.

Regulation 88 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 provides that the allotment pursuant to the special resolution approving the Qualified Institutional Placement shall be completed within a period of 12 months from the date of passing of the resolution. The Board would like to take this opportunity to align the timing of this resolution with its Annual General Meeting cycle to eliminate the need for extraordinary general meetings of the Members / postal ballots for this purpose. The Members of the Company accorded its consent to a similar proposal at the Eleventh Annual General Meeting held on August 24, 2011 which expired in August 2012. It is therefore proposed to seek fresh enabling authorisation from the Members of the Company at the ensuing Thirteenth Annual General Meeting for a period of 12 months or otherwise as applicable from the date of the Annual General Meeting.

Hence, the Board proposes Members'' enabling approval at this Thirteenth Annual General Meeting for raising Long Term Financial Resources via equity and/or equity linked instrument(s) route for an amount not exceeding Rs. 3,000 million. The Members are requested to consider approving the same, as set out in the notice convening this Thirteenth Annual General Meeting.

11. Fixed Deposits

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

12. Increase in Share Capital

The Company has issued 817,051 equity shares during the year, upon the exercise of stock options by the employees under Employee Stock Option Scheme 2005 and 2008. Due to this, the outstanding issued, subscribed and paid-up equity share capital increased from 29,057,534 equity shares of Rs. 10 each as at March 31, 2012 to 29,874,585 equity shares of Rs. 10 each as at March 31, 2013.

13. Awards and Accolades

The Company is proud to have received the following awards and accolades during the period under review. The Company:

- Won the European Outsourcing Association (EOA) Outsourcing Works - Award for Delivering Business Value in a Pan-European Outsourcing Project.

- Won the ''Use of Technology for Operations Excellence'' award at the BPO Excellence awards.

- Won the 2012 Indian Most Admired Knowledge Enterprises (MAKE) award.

- Was winner in the "Best Exporter - Services (Medium)" category at the ECGC - D&B Indian Exporters'' Excellence Awards 2012.

- Won the Most Admired Knowledge Enterprises (MAKE) Asia award.

- Has been ranked 124th in the 2012 Inc India 500 ranking.

- Was recognized as "Leading Provider in Investment Banking BPO" by the Everest Group.

- Was recognized as 2012 Global Services 100 provider; also featured in the Leading Mid-tier BPO Providers and Global Knowledge Process Leaders lists.

- Was ranked as Leader in the 2012 IAOP Global Outsourcing 100 ranking and included in their ''Best 20 Companies - Financial Management Services'' and the ''Best 10 Companies in Eastern Europe'' sub-lists.

14. Corporate Social responsibility (CSR)

eClerx Cares - advancing children''s lives through education

The Company continues to earmark a corpus every year for CSR activities. The eClerx Cares council is responsible for championing all philanthropy and CSR initiatives of the Company. The mission of eClerx Cares is committed to being participants of progress by supporting initiatives in education and child welfare to help measurably improve the lives of underprivileged children.

Our partner NGOs are selected for their projects on child rights and education which is one cause, that resonates broadly within the Company. At the Company, it is believed that money is only ever a small part of the solution and our ethos involve the entire organization heartily contributing to making a difference either through donating clothes, volunteering their time in training such as IT skills, running marathons for a cause or simply giving Christmas gifts.

Employee Engagement

There is an increasing amount of interest shown by our employees to volunteer and support our partner NGOs. The Company matches employee''s contribution by 1:1. Employees can choose to contribute a fixed amount deducted monthly or choose to sponsor annual fees of a girl child (Nanhi Kali) for primary or secondary education.

Employees also participate enthusiastically in the engagement activities laid out across the year like:

- A 75-member team of Company employees participated in the Mumbai Marathon pledging their support to the cause of Child Rights and Education;

- Take up training on computer fundamentals for students in Company''s facility;

- Annually organize Christmas learn-and-fun event for the students of local schools and institutes; and

- The Company celebrates the nationwide Joy of Giving week by arranging material giving drive in association with Goonj, an NGO.

While the Company continues to provide expert outsourcing options, it has not lost sight of its commitment to play its role as an enlightened corporate citizen. Corporate Social Responsibility had always been on our agenda and we have also seen increasing interest and partnership from our employees to join hands on various initiatives.

In the US and UK, the Company supports numerous child education and health-related causes for Cancer and the Alzheimer''s Association.

Our Partner NGOs: Child Rights and You (CRY)

The Company wholly funds the PREM initiative run by CRY in Melghat, Maharashtra - a commitment the Company has held since 2007. By providing education, healthcare and spreading awareness on child rights it has made great progress and brought about an improvement in the community.

Nanhi Kali

The Company supports education for underprivileged girls in Sheopur district of Madhya Pradesh through their association with the Nanhi Kali program. This program has resulted in positive outcomes where the Company was able to curtail drop-outs and sustain the girl literacy drive.

Snehalaya

The Company works with Snehalaya to wholly support 6 Bal Bhavans in slums of Ahmednagar district in Maharashtra. These Bal Bhavans double up as kindergarten schools as well as coaching/informal learning centres and aim to get "out-of-school" children back into the mainstream curriculum.

15. Directors

In accordance with the Articles of Association of the Company, Anjan Malik and Biren Gabhawala retire from office by rotation, and being eligible, offer themselves for re-appointment at the forthcoming Annual General Meeting of the Company.

The brief resume of Anjan Malik and Biren Gabhawala as required in terms of Clause 49 of the Listing Agreement with the stock exchanges, is included in this Annual Report. Further, the required resolutions for re-appointment of the above Directors at the forthcoming Annual General Meeting are included in the Notice convening this Annual General Meeting.

During the year under review Sandeep Singhal - Non Independent Non-Executive Director resigned with effect from June 1, 2012. Directors place their sincere appreciation for the assistance and guidance provided by him during his tenure as director of the Company.

Further it is with deep regret we state that Mr. Jimmy Bilimoria, Non-Executive Independent Director of the Company passed away on May 3, 2013. Late Mr. Bilimoria had been associated with the Company since October 2007. The Company was privileged to have worked with him as he was a rare individual who possessed a sharp intellect, wisdom, strong common sense, unwavering integrity and yet was so humble. He will be truly missed at eClerx. Late Mr. Bilimoria ceased to be a director of the Company from the date of his demise.

16. Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in the preparation of the annual accounts for the year 2012-13, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the Directors 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 as at March 31, 2013 and of the profit of the Company for the year ended on that date;

(c) the Directors had taken proper and sufficient care 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;

(d) the Directors had prepared the annual accounts on a going concern basis.

17. Employees'' Stock Option Plan

Pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI guidelines"), the Company had framed and instituted Employee Stock Option Plan 2005 (ESOP 2005), Employee Stock Option Scheme 2008 (ESOP 2008) & Employee Stock Option Scheme 2011 (ESOP 2011) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

The Company has granted stock options from time to time under the said ESOP Plan(s) / Scheme(s) to its employees and Independent Directors and also to employees of its subsidiaries.

The difference between the intrinsic value of the shares underlying the options granted on the date of grant of option and the option price is expensed as Employees Compensation over the period of vesting. Accordingly, the Company has charged a sum of Rs. 3.69 million to the profit and loss account for the year ended on March 31, 2013 as employee compensation cost.

The equity shares to be issued and allotted under the ESOP Plan(s) / Scheme(s) i.e. ESOP 2005, ESOP 2008 and ESOP 2011 of the Company shall rank pari-passu in all respects including dividend with the existing equity shares of the Company.

18. Human Resources Management

At the Company, we recognize that continuous interdisciplinary learning that is practical and current is a competitive advantage, and we''re committed to investing in our people, so as to assist them to scale the peak of their potential.

To help new hires make a smooth transition into the Company, we deployed an intake program to institutionalize a standardized, consistent approach to ensure that all new recruits receive the same level of comprehensive, accurate information and instructions.

We also broad-based the scope of our in-house Foundation School so that the recruitment team is able to hire for aptitude and the Foundation School then equips new hires with the knowledge and skills that are essential for success at the Company. In 2012-13, domain and technology trainings by the Foundation School registered a 63% increase (in terms of number of employees trained year-on-year).

Two years back we introduced a learning intervention for first time managers. In the last year, the Learning and Development team collaborated with the leadership team to update the scope, curriculum, and depth of the program. The 20 hour program is now for 80 hours spread across 6 months, so new managers are provided with all the knowledge and skills that they will need to succeed.

Our partnership with a Mumbai based leading Management Institute for preparing general managers out of our functionally qualified domain specialists, witnessed a leap in the number of enrollments as more senior managers from across Mumbai and Pune signed up for the program.

To bring greater rigor to our employee engagement practices, we consolidated our HR Business Partners structures and introduced a scorecard to better manage and measure outcomes.

As a testament to our commitment to continuous learning and development, in October 2012, the Company won the MAKE (Most Admired Knowledge Enterprises) Asia award for the first time, alongside some of Asia''s largest conglomerates and the MAKE India award for the second consecutive year - making the Company, the only BPO / KPO to win these awards.

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

Information as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

20. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. A Member, who is interested in obtaining such particulars, may write to the Company Secretary at the Registered Office of the Company.

21. Corporate Governance

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide Clause 49 of the Listing Agreement with stock exchanges. The Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors'' Certificate on its compliance is annexed here to.

The Ministry of Corporate Affairs, Government of India, published the Corporate Governance Voluntary Guidelines 2009, to strengthen the Corporate Governance Framework. These guidelines provide for a set of requirements which may be voluntarily adopted by companies and focuses on areas such as Board of Directors, responsibilities of the Board, Audit Committee functions, roles and responsibilities, appointment of Auditors, Compliance with Secretarial Standards and a mechanism for whistle blower support. The Company by and large is in compliance with requirements laid down therein.

22. Enterprise Wide Risk Management System (EWRM)

The Company has in place a well defined Enterprise Wide Risk Management (EWRM) framework which, inter-alia, aims at the following:

1. Alignment of risk appetite and strategy of the organisation by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing, and acceptance.

3. Reduction /elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts, and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management personnel to ensure that the risks are identified, managed and mitigated.

23. Statutory Auditors

M/s. Walker Chandiok & Company, Chartered Accountants, Mumbai, [ICAI Registration No. 001076N] who are the Statutory Auditors of the Company, retire at the conclusion of Thirteenth Annual General Meeting and confirmed their willingness to accept office, if re- appointed. They have further confirmed that their appointment, if made, at the Annual General Meeting, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956 and that they are not beneficially holding any security of the Company as defined under Section 226(3)(e) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their re-appointment and authorise the the Board of Directors (including committee thereof) to fix their remuneration for the financial year 2013-14.

24. Green Initiative by the Ministry of Corporate Affairs

The Ministry of Corporate Affairs ("MCA") has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to Members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 1956 ("the Act").

The Information Technology Act which came into force in the year 2000 has an overriding effect over other laws in providing legal recognition of electronic records and digital signatures.

Taking cognizance of the above, MCA has vide Circular No. 17/95/2011 CL-V dated April 21, 2011 clarified that service of documents to Members can be now made by electronic mode provided the company has obtained the email addresses of the Members by giving an opportunity to all Members to register their email address with the Company. If a member has not registered an email address, other permitted conventional modes of service would continue to be applicable.

The Company sincerely appreciates Members who have contributed towards furtherance of Green Initiative. We further appeal to other Members to contribute towards furtherance of Green Initiative by opting for electronic communication.

This initiative will ease the burden on Corporates (and the environment) of sending physical documents such as notices, annual reports etc. The Members who do not opt for the same, will continue to receive communications, dissemination, notice(s), documents etc. via permitted conventional mode of service of documents. Further the Members who request for physical copies, will be provided the same at no additional cost to them.

25. Acknowledgement

Your Directors take this opportunity to express their sincere appreciation to the Company''s customers, vendors, investors, consultants, business associates, bankers and employees for their support and co- operation to the Company.

Your Directors are also thankful to the Government of India, the Governments of various countries, the concerned State Governments and Regulatory Agencies for their co-operation.

Your Directors also acknowledge the hard work and effort made by every member of the eClerx family across the world and express their sincere gratitude to the Members for their continuing confidence in the Company.

For and on behalf of the Board of Directors

V. K. Mundhra

Chairman

Place: Mumbai

Date: July 9, 2013

Mar 31, 2012

The Directors are pleased to present their Twelfth Annual Report along with the audited annual accounts for the financial year ended March 31,2012.

1. Financial Highlights

Financial Performance / Operating Performance (Consolidated) of the Company and its Subsidiaries for the year ended March 31,2012 are tabulated below:

(Rupees in million)

Particulars FY2011-12 FY2010-11

Income from Services 4,728.85 3,421.03

Other Income 223.00 240.16

Total Revenue 4,951.85 3,661.19

Operating Expenses 2,831.47 2,075.25

EBITDA 2,120.38 1,585.94

EBITDA % 42.82% 43.32%

Depreciation and Goodwill 128.88 91.25 Amortization

Earnings before Exceptional 1,991.50 1,494.69 Items, Interest &Tax

Diminution in Value of Long - 102.74 Term Investment

Taxes 393.77 167.56

Net Profit after Tax 1,597.73 1,224.39

NPM% 32.27% 33.44%

Year in Retrospect:

On a consolidated basis, the total income increased to Rs. 4,951.85 million from Rs. 3,661.19 million in the previous year at a growth rate of 35.25%. The EBITDA amounted to Rs. 2,120.38 million as against Rs. 1,585.94 million. The Company earned Net Profit After Tax (PAT) of Rs. 1,597.73 million for the year as against Rs. 1,224.39 million during the previous year registering Year on Year (YoY) growth of 30.49%.

2. Information on Status of Company's Affairs

Information on operational and financial performance, etc., is also provided in the Management Discussion and Analysis Report, which is annexed to the Directors' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with Indian Stock Exchanges.

3. Dividend

After considering the Company's profitability, cash flow and overall financial performance, your Directors are pleased to recommend a dividend of Rs. 17.50 (175%) per share. The total quantum of dividend if approved by the Members will be about Rs. 508.51 million while about Rs. 82.50 million will be paid by the Company towards dividend tax and surcharge on the same.

The Register of Members and Share Transfer books will remain closed from Thursday, August 16, 2012 to Thursday, August 23, 2012 (both days inclusive) for the purpose of ascertaining entitlement for the said dividend. The Twelfth Annual General Meeting of the Company is scheduled to be held on Thursday, August 23,2012.

The Company had paid out a total dividend of Rs. 22.50 per share (225%) during the year ended March 31,2011.

4. Transfer to Reserve(s)

The Company proposes to transfer Rs. 157.33 million to the General reserve out of the amount available for appropriations and an amount of Rs. 845.82 million is proposed to be retained in the Statement of Profit and Loss out of current year's profits.

5. Foreign Subsidiaries

The Company has the following foreign subsidiaries as on March 31,2012:

1. eClerx Investments Limited (BVI)

2. eClerxLLC(USA)

3. eClerx Limited (UK)

4. eClerx Private Limited (Singapore)

The Members are requested to note that the Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011, has granted a general exemption to all the companies under Section 212(8) of the Companies Act, 1956 ('the Act') with regard to attaching the Balance Sheet, the Statement of Profit & Loss and other documents of the subsidiaries of the Company after complying with the directions given therein. However, the Members who wish to have a copy of the annual audited accounts of the subsidiaries will be provided the same upon receipt of a request from them and will also be available for inspection by any Member at the Registered Office of the Company and of the subsidiary companies on any working day except Saturday, between 11.00 a.m. to 6.00 p.m. The specified financial information of subsidiary companies is disclosed along with the consolidated financial statements and will also be available on the website of the Company www.eclerx.com. In accordance with the requirements of the Listing Agreement executed with the Stock Exchanges, the consolidated financial statements of the Company are annexed to the Annual Report.

6. IPO Fund Utilization

Your Company completed its Initial Public Offer (IPO) and the equity shares were listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) effective December 31,2007.

The actual utilization of the IPO proceeds as on March 31, 2012 are as under:

(Rupees in million)

Sr. Objects Original Balance Amount Original Revised Utilization Schedule as No. Amount as on Utilization Approved by the Shareholders March 31,2012 Schedule at the Eleventh AGM

1 Acquisition 220.00 220.00 March 31,2010 March 31,2015

2 Infrastruc- ture Investments 180.00 - March - 31,2009

3 Setting up of Additional Facilities 100.00 - March - 31,2010

4 General Corporate Purposes 161.00 - - -

661.00 220.00

7. Event after the Balance Sheet Date - Acquisition of Agilyst Inc.

Your Company has signed on April 12, 2012, a definitive agreement to acquire 100% of Agilyst Inc ("Agilyst"), a closely held US based KPO Company incorporated under the laws of the State of Delaware, United States of America, based at 1055, Westlakes Drive, Suite 300, Berwyn, PA - 19312, through its overseas subsidiary eClerx Investments Limited, British Virgin Islands, thereby making Agilyst a step-down subsidiary of eClerx Services Limited, India. The closing documents to effect the said acquisition were signed on May 4,2012. The consideration for the acquisition will be all cash and includes a substantial earn out component based on Agilyst's future performance and will be routed via said subsidiary of the Company. Further, the transaction will be funded from the Company's internal resources including

IPO proceeds earmarked for 'Acquisition'. Post-acquisition, Agilyst will operate as a fully owned subsidiary of the Company and Agilyst's management team will continue to manage the day-to-day operations.

Agilyst is a five-year old company focused on large Fortune 500 media companies in the U.S. primarily doing data processing and analytics services with an employee base of around 1,000 employees. The range of services is very similar demographically to Company's service portfolio although the end vertical obviously is different. Agilyst gives another avenue of growth and diversification both from a client concentration perspective and from an end vertical perspective because it gives the Company a very strong foothold in the media industry which for a variety of reasons is believed to be an attractive opportunity for the Company.

Agilyst's presence in U.S. is like eClerx, wherein Agilyst has a small team of subject matter experts who come from the media industry and are focused on sales and account management for its client(s). In India, Agilyst has majority of the headcount, based in Chandigarh in the form of a subsidiary viz. Agilyst Consulting Private Limited, being a STPI unit, hence a lower cost location than Mumbai or Pune for eClerx.

8. Fixed Deposits

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

9. Increase in Share Capital

The Company has issued 203,100 equity shares on the exercise of stock options by the employees under Employee Stock Option Scheme 2005 and 2008. Due to this, the outstanding, issued, subscribed and paid-up equity share capital increased from 28,854,434 shares of Rs. 10 each as at March 31,2011 to 29,057,534 equity shares of Rs. 10 each as at March 31,2012.

10. Awards and Accolades

Your Company is proud to have received the various awards and accolades during the period under review. Your Company:

Was named in top 10 by income and top 14 by employee count in Dun & Bradstreet's 2011 annual "India's Top ITes and BPO Companies, 2011".

Was named "Emerging IT Company in India of the year in Bloomberg CXO Awards, 2011".

Moved to the position of 322 (from 381 earlier) in India's Business Today (BT 500), 2011 most valuable Companies List.

Has entered Dataquest's Best BPO Employers at No. 11 while No. 10 for BPO Employee Satisfaction.

Was named in Inc. 500, as among India's 500 fastest growing Mid-sized Companies for second straight year.

Was selected as a finalist in the Most Admired Knowledge Enterprises (MAKE) Awards for third straight year.

Was listed in Forbes Asia's 2011 "200 Best Under a Billion", one of only 35 Indian firms on the list and the only KPO firm.

Graduated to' an outsourcing Leader' in lAOP's 2011 Global Outsourcing 100.

Once again got listed in Global Services 100 and featured as a Top 5 KPO Vendor.

Has been rated Best Overall Mid-Cap Company in Finance Asia's 2011 Investor and Analyst survey.

Has been named as one of the two Best Mid-Cap companies in India, in an Annual survey conducted by the Finance Asia Magazine, one of the leading financial publications in the Asia-Pacific region.

Won Global HR Excellence Award in 2012 for "Organization with Innovative HR Practices".

Was also included in S&P CNX 500.

11. Corporate Social Responsibility (CSR)

Your Company is committed towards playing its role as an enlightened corporate citizen and continues to earmark a corpus every year on the CSR activities. In order to reach out to society at large, eClerx Cares committee was formed which is entrusted with championing all the philanthrophical and CSR related initiatives of the Company.

During the year, eClerx Cares supported many non-profit organizations spread over Maharashtra and Madhya Pradesh with the focus to provide quality education to the underprivileged children.

Prem Initiative:

Your Company supported the People's Rural Education Movement (PREM) run by CRY in Melghat, Maharashtra wherein 28 villages were covered under this initiative. It was observed that a 100% enrollment of children into schools was achieved under the PREM initiative. The instances of child labour, child marriage and school dropouts have been reduced and our aim is to eliminate it with sustained advocacy.

Nanhi Kali Program:

Your Company also continued to support education for underprivileged girls in Sheopur district of Madhya Pradesh through its association with the Nanhi Kali program. This program has resulted in positive outcomes where we, along with our associates, were able to curtail the drop- outs and sustain the girl literacy drive due to the academic, material and social support provided to girls in primary and secondary schools.

Bal Bhavans:

Your Company also lent a helping hand to Snehalaya to completely support two (2) Bal Bhavans in Ahmednagar district in Maharashtra. Bal Bhavans provide kindergarten schools as well as coaching / informal learning centers, with the basic intention of bringing "out-of-school"children back into the mainstream curriculum. It is a pleasure to inform that the Bal Bhavan initiative was successful in supporting 500 children so far.

eClerx Employees Initiative(s):

We feel proud to inform that there has been an increasing amount of interest shown by employees to volunteer and support its partner NGO's. A steady increase is being observed in the funds received from employees via 'Payroll Giving Program' wherein Company matches employee's contribution by 1:1.

Some of the highlights of other CSR activities carried out by eClerx Cares during the period under review are as follows:

A 75-member team of eClerx employees participated in the Mumbai marathon pledging their support to the cause of Child Rights and you.

eClerx donated 200 computers to various schools and institutes in and around Maharashtra and helped to set up computer laboratory enabling computer education for the underprivileged.

Organized training on Computer fundamentals for students of Sri Sri Ravi Shankar Vidya Mandir School (SSRVM), Dharavi in eClerx facility.

Organized a Christmas fun and frolic event for the students of SSRVM, Dharavi.

Organized an exhibition cum sale of handicrafts based on child art at eClerx facilities supporting the cause of education.

eClerxsupported numerous Cancer and the Alzheimer's Association. A Blood Donation campaign is being held every year at eClerx premises and eClerx employees give their whole hearted support to the noble cause.

12. Directors

Alok Goyal was appointed as an Additional Director of the Company with effect from May 18, 2012. As per the provisions of Section 260 of the Companies Act, 1956 ('the Acf), Alok Goyal in his capacity as Additional Director will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. Notice under Section 257 of the Act has been received from a Member signifying his intention to propose his appointment as Director. Alok Goyal has furnished the requisite Form DD-A to the Company.

Further in accordance with the Articles of Association of your Company, Pradeep Kapoor, Jimmy Bilimoria and Vikram Limaye retire from office by rotation, and being eligible, offer themselves for re-appointment at the forthcoming Annual General Meeting of the Company.

The brief resume of Pradeep Kapoor, Jimmy Bilimoria, Vikram Limaye and Alok Goyal, as required in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is included as an annexure to the Notice convening Twelfth Annual General Meeting. The requisite resolutions for appointment/ re-appointment of above Directors at the forthcoming Annual General Meeting are included in the Notice convening this Annual General Meeting.

13. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) In the preparation of the annual accounts for the year 2011-12, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2012 and of the profit of the Company for the year ended on that date;

(c) The directors had taken proper and sufficient care 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;

(d) The Directors had prepared the annual accounts on a going concern basis.

14. Employees' Stock Option Plan

Pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI guidelines"), your Company had framed and instituted Employee Stock Option Plan 2005 (ESOP 2005) & Employee Stock Option Plan 2008 (ESOP 2008) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, developmentand success of the Company.

Further, during the year under review, your Company has also instituted Employee Stock Option Plan 2011 (ESOP 2011) pursuant to the special resolution passed at the Eleventh Annual General Meeting. In-Principle Approval(s) for ESOP 2011 have been received from the BSE Limited (BSE) and National Stock Exchange Limited (NSE) during the year.

Your Company has granted stock options from time to time under the said ESOP Schemes to its employees and independent directors and also to employees of its subsidiaries.

The following table sets forth the particulars of stock options granted under ESOP 2005 and ESOP 2008 as on March 31,2012:

Particulars ESOP 2005 ESOP 2008

Options granted during the year Nil 632,400

Pricing formula As decided by the The exercise price shall be equal to the Board of Directors. lower of the following:

a) The latest available closing market price (at a Stock Exchange where there is highest trading volume on said date) on the date prior to the date on which the Remuneration Committee finalises the specific number of options to be granted to the employees or

b) The average of the two weeks high and low price of the share preceding the date of grant of option on the Stock Exchange(s) on which the shares of the Company are listed

Options vested as on March 31, 2012 (net) 580,312 606,750

Options exercised and allotted during the year 76,900 126,200

The total number of equity shares arising as a 76,900 126,200 result of exercise of options

Options lapsed/ forfeited/expired during the year Nil 72,425

Variation of terms of options Nil Nil

Money realised by exercise of options 769,000 1,262,000

Total number of options in force 56,501 1,882,775

Particulars ESOP 2005 ESOP 2008

Details of options granted to Employee:

(i) Senior Managerial Personnel As per statement attached As per statement attached

(ii) Any other employee receiving a grant in any Fiscal 2006: Fiscal 2009: one year of option amounting to 5% or more Nilesh Patel, Scott McCartney, of the options granted during that year Neville Bharucha Alberto Corvo

Fiscal 2007: Fiscal 2010:

Neville Bharucha, Scott Houchin

Venu Atmakur, Fiscal 2011:

Anees Merchant Scott Houchin

Gokul Perumal Sandeep Dembi

Fiscal 2008: Marshall Terry

Nil Fiscal 2012:

Fiscal 2009: Alberto Corvo

Nil Scott Houchin

Fiscal 2010:

Nil

Fiscal 2011:

Nil

(iii) Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding Nil Nil outstanding warrants and conversions) of the Company at the time of grant.

Diluted Earnings Per Share (EPS) pursuant to Rs. 52.99 for the year ended on March 31,2012 issue of shares on exercise of option calculated in accordance with Accounting Standard (AS 20 'Earning Per Share')

Difference, if any, between the employees Impact on profits: Rs. 86.94 million compensation cost calculated using the intrinsic Diluted EPS: Rs. 50.11 (post adjustment for aforesaid impact on profits) value of stock options and the employee compensation cost recognised if the fair value of the options had been used and the impact of this difference on profits and EPS of the Company.

Vesting Schedule Options granted under ESOP 2005 Options granted under ESOP 2008 would vest not earlier than one year would vest not earlier than one year and not later than five years from and not later than five years from the the date of grant of such options. date of grant of such options.

Details of options granted to key managerial persons of your Company during the year ended on March 31,2012:

ESOP Name of Key Managerial No. of Options No. of Options No. of Options Scheme Personnel Granted Exercised Outstanding

HoshiMistry 64,875 64,875 -

Rohitash Gupta 38,250 38,250 -

Kishore Poduri 32,500 28,750 3,750

ESOP 2005 Neville Bharucha 35,000 35,000 -

Venu Atmakur 19,500 19,500 -

Anees Merchant 25,900 25,900 -

Gokulraj Perumal 27,000 13,750 13,250

Hoshi Mistry 57,000 15,000 42,000

Rohitash Gupta 57,000 15,000 42,000

Kishore Poduri 57,000 - 57,000

Sandeep Dembi 42,000 - 42,000

Swati Thakar 39,600 15,000 24,600

Venu Atmakur 36,600 12,000 24,600

Neville Bharucha 36,600 10,500 26,100

Anees Merchant 32,100 10,500 21,600 ESOP 2008

Sachin Vaidya 27,600 - 27,600

Subhodip Basu 27,600 - 27,600

Gurvinder Lamba 20,100 - 20,100

Manoj Shelar 18,600 - 18,600

Srinivasan Nadadhur 18,600 - 18,600

Debobroto Ghosh 8,800 - 8,800

Gokulraj Perumal 29,100 - 29,100

Shyam Iyengar 8,800 - 8,800

Details of options granted to key managerial persons of foreign subsidiaries of your Company during the year ended on March 31,2012:

ESOP Name of Key Managerial No. of Options No. of Options No. of Options Scheme Personnel Granted Exercised Outstanding

ESOP 2005 Mahesh Muthu 84,375 61,875 22,500

Alberto Corvo 327,500 - 327,500

Scott McCartney 249,000 - 249,000

Scott Houchin 150,000 - 150,000

Joseph Sursock 58,500 - 58,500

Mahesh Muthu 50,250 - 50,250 ESOP 2008

Stephen Jones 39,750 - 39,750

LiChien Koh 30,750 - 30,750

John Russ 35,250 - 35,250

Scott Hamilton 16,000 - 16,000

Shamez Dharamsi 16,000 - 16,000

The difference between the intrinsic value of the shares underlying the options granted on the date of grant of option and the option price is expensed as Employees Compensation over the period of vesting. Accordingly, the Company has charged a sum of Rs. 2.79 million to the Statement of Profit and Loss for the year ended on March 31,2012 as employee compensation cost.

The equity shares to be issued and allotted under the ESOP schemes i.e. ESOP 2005, ESOP 2008 and ESOP 2011 of the Company shall rank pari-passu in all respects including dividend with the existing equity shares of the Company.

15. Human Resources Management

At eClerx, we believe that it is the caliber and competency of our people that provides a differentiated experience and superior quality processes to our customers. We understand that talent development is key to enable our people to hone their skills and remain cutting edge in new domains. Taking cognizance of this fact, we have facilitated specialist training programs for our employees on various advanced technology platforms and other key industry certification programs.

Given the growing demand for generalists from our delivery managers and also business school education from our employees, we also partnered with the S.R Jain Institute of Management & Research and the Symbiosis Institute of Business Management for their management programs. These programs are given out as scholarships to our employees where they get to pursue executive MBA programs from these reputed centers of learning.

For experienced mid-level managers about to enter into the senior management team, we started a leadership development initiative that includes 360 degree feedback, coaching, individual development plans and action learning. While the 360 degree and project based action learning initiatives were driven by the firm's leadership team, for coaching, we partnered with one of the Big Four consultants for assistance in setting up a framework that is customized to our unique business landscape. We also invested significantly in bringing in world-class faculty to deliver training programs in-house on areas like advanced communication skills and financial management.

We recognize that professional development and learning is a competitive advantage and we renewed our focus for enabling our people to reach peak potential.

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

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure forming part of this report.

17. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, (the Act) read with the Companies (Particulars of Employees) Rules, 1975 as amended, read with the companies (Particulars of Employees) Amendment Rules, 2011, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. A Member, who is interested in obtaining such particulars, may write to the Company Secretary at the Registered Office address of the Company.

18. Corporate Governance

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide Clause 49 of the Listing Agreement with Stock Exchanges. Your Directors reaffirm their commitment to these standards and a detailed Report on Corporate Governance together with the Auditors' Certificate on its compliance is annexed hereto.

The Ministry of Corporate Affairs, Government of India, published the Corporate Governance Voluntary Guidelines 2009, to strengthen the corporate governance framework. These guidelines provide for a set of requirements which may be voluntarily adopted by Companies and focuses on areas such as the Board of Directors, responsibilities of the Board, Audit Committee functions, roles and responsibilities, appointment of auditors. Compliance with Secretarial Standards and a mechanism for whistle blower support. Your Company by and large is in compliance with requirements laid down therein.

19. Enterprise Wide Risk Management System

(EWRM)

Your Company has in place a well defined Enterprise Wide Risk Management (EWRM) framework which, inter-alia, aims at the following:

1. Alignment of risk appetite and strategy of the organization by evaluating strategic alternatives, setting related objectives,and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing and acceptance.

3. Reduction / elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management personnel to ensure that the risks are identified, managed and mitigated.

20. Statutory Auditors

M/s. Walker Chandiok & Company, Chartered Accountants, Mumbai, [ICAI Registration No. 001076N] who are the Statutory Auditors of the Company, retire at the conclusion of Annual General Meeting and confirm their willingness to accept office, if re-appointed. They have further confirmed that their appointment, if made, at the Annual General Meeting, will be within the limits prescribed under sub- section (IB) of Section 224 of the Companies Act, 1956, (the Act) and that they are not beneficially holding any security of your Company as defined under Section 226(3)(e) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41 (i)(h) of the Listing Agreement. Members are requested to consider their re-appointment and authorise the Board of Directors including any Committee thereof to fix their remuneration for the Financial Year 2012-13.

21. Green Initiative by the Ministry of Corporate Affairs

The Ministry of Corporate Affairs ("MCA") has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to Members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 1956 (the Act).

The Information Technology Act which came into force in the year 2000 has an overriding effect over other laws in providing legal recognition of electronic records and digital signatures.

Taking cognizance of the above, MCA has vide Circular No. 17 / 2011 dated April 21,2011 and Circular No. 18 / 2011 dated April 29, 2011 clarified that service of documents to Members can be now made by electronic mode provided the Company has obtained the email addresses of the Members by giving an opportunity to all Members to register their email address with the Company. If a Member has not registered an email address, other permitted conventional modes of service would continue to be applicable.

Your Company has accordingly taken requisite steps by giving advance opportunity to the Members to register their email address with the Company. The Members who do not wish to provide/register their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted conventional mode of service of documents. This initiative will ease the burden on Corporates (and the environment) of sending physical documents such as notices, annual reports etc. We are sure you would contribute towards furtherance of "Green Initiative".

22. Acknowledgement

Your Directors take this opportunity to express their sincere appreciation to the Company's customers, vendors, investors, consultants, business associates, bankers and employees for their continued support and co-operation to the Company.

Your Directors are also thankful to the Government of India, the Governments of various countries, the concerned State Governments and other government and regulatory agencies for their co-operation.

Your Directors also acknowledge the hard work and effort made by every Member of the eClerx family across the world and express their sincere gratitude to the Members for their continuing confidence in the Company.

For and on behalf of the Board of Directors

V. K. Mundhra

Chairman

Place: Mumbai Date: May 18,2012

Mar 31, 2011

Dear Members,

The Directors are pleased to present their Eleventh Annual Report along with the audited annual accounts for the financial year ended March 31, 2011

1. Financial Highlights

Consolidated Financial Information of eClerx Services Limited and its Subsidiaries is as follows:

(Rupees in million)

Particulars FY2011 FY2010

Income from Services 3,421.03 2,570.21

Other Income 75.51 54.17

Total Revenue 3,496.54 2,624.38

Operating Expenses 1,910.60 1,726.29

EBITDA 1,585.94 898.09

EBITDA % 45.36% 34.22%

Depreciation and Goodwill 91.25 69.94

Amortisation

Earnings before Exceptional 1,494.69 828.15 Items, Interest, & Tax

Diminution in value of Long 102.74 - Term Investment

Taxes 167.56 92.78

Net Profit after Tax 1,224.39 735.37

NPM% 35.02% 28.02%

On a consolidated basis the total income increased to Rs. 3,496.54 million from Rs. 2,624.38 million in the previous year at a growth rate of 33.23%. The EBITDA amounted to Rs. 1,585.94 million (45.36% of total revenue) as against Rs. 898.09 million (34.22% of total revenues). The Company earned Net Profit After Tax (PAT) of Rs. 1,224.39 million for the year as against Rs. 735.37 million during the previous year registering Year on Year (YoY) growth of 66.50%.

2. Information on status of Company's affairs

Information on operational and financial performance, etc., is also provided in the Management Discussion and Analysis Report, which is annexed to the Director's Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement entered into with Indian Stock Exchanges.

3. Dividend

After considering the Company's profitability, cash fow and overall financial performance, your Directors are pleased to recommend a final dividend of Rs. 22.50 (225%) per share. The total quantum of dividend if approved by the Members, will be Rs. 649.22 million while Rs. 105.32 million will be paid by the Company towards dividend distribution tax and surcharge on the same.

The Company paid out a total dividend of Rs. 17.50 per share (175%) during the year ended March 31, 2010.

The register of members and share transfer books will remain closed from August 17, 2011 to August 24, 2011 (both days inclusive) for the purpose of ascertaining entitlement for the said final dividend. The Eleventh Annual General Meeting of the Company is scheduled to be held on August 24, 2011.

4. Transfer to Reserve(s)

The Company proposes to transfer Rs. 131.50 million to the General reserve out of the amounts available for appropriations and an amount of Rs. 225.17 million is proposed to be retained in the Profit and Loss Account out of current year's profits.

5. Increase in Authorised Share Capital and issue of Bonus Equity Shares

The Board of Directors of the Company vide resolution passed on June 7, 2010 accorded its consent, subject to members' approval, for increase in authorised share capital of the Company from Rs. 300 million divided into 30,000,000 Equity Shares of Rs. 10 each to Rs. 500 million divided into 50,000,000 Equity Shares of Rs. 10 each. The Board of Directors vide resolution passed on the said date also recommended issue of bonus Equity Shares in the ratio of one fully paid-up bonus Equity Share of Rs. 10 each for every two Equity Shares of Rs. 10 each held and consequent capitalisation of free reserves of the Company. The Members of the Company accorded their consent for the aforesaid proposals for increase in authorised share capital and ssue of bonus Equity Shares by capitalisation of free reserves, by way of postal ballot, result of which was announced on July 14, 2010. The record date for the purpose was fixed as July 26, 2010. Accordingly the bonus Equity Shares were allotted on July 28, 2010

6. Raising of Long Term Funds and Increase in Borrowing Limits

The Board of Directors of the Company vide resolution passed on December 16, 2010 accorded its consent, subject to the Members' approval for raising of long term funds by way of issue of securities, inter-alia, under section 81(1A) of the Companies Act, 1956 upto an amount of Rs. 5,000 million. The Board of Directors vide resolution passed on the said date also accorded its consent, subject to the Members' approval for increasing limits on borrowing and creation of charges upon Company's properties, inter-alia, under Section 293(1)(d) and Section 293(1) (a) respectively of the Companies Act, 1956 upto Rs. 5,000 million. The Members of the Company accorded their consent for the aforesaid proposals for raising of long term funds, including but not limited to via qualified institutional placement, increasing of borrowing limits and creation of charges by way of postal ballot, result of which was announced on February 3, 2011.

Regulation 88 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 provides that the allotment pursuant to the special resolution approving the qualified institutions placement shall be completed within a period of 12 months from the date of passing of the resolution. The said time-limit of 12 months will expire upon 12 months from the date of declaration of results of postal ballots, i.e. on February 2, 2012, which is prior to the next Annual General Meeting of the Company.

This approval is regarded by the Board as an enabling resolution, which can be used to raise capital in an appropriate amount and using the appropriate mix of funding instruments, once the usage of funds has been more specifically identified. As such, the Board proposes to have enabling approval from the Members to allow it the necessary flexibility to quickly take advantage of emerging growth opportunities.

The Board would now like to take this opportunity to align the timing of this resolution with its AGM cycle to eliminate the need for extraordinary genera meetings of the Members or postal ballots for this purpose. It is therefore proposed to seek fresh enabling authorisation from the members of the Company at the ensuing Eleventh Annual Genera Meeting for a period of 12 months from the date of the Annual General Meeting.

Furthermore, the Management has been working with its financial advisers over the past few months to identify suitable acquisition opportunities, and based on the feedback so far, would also like to take this opportunity to revise the ceiling from Rs. 5,000 million to Rs. 3,000 million. Hence, the Board proposes members' enabling approval at this Eleventh Annual General Meeting for raising Long Term Financial Resources via equity and/or equity linked instrument(s) route for an amount not exceeding Rs. 3,000 million, which is believed to be a better aligned quantum for raising funds via such route. The said resolution, as approved by the Members will supersede and replace the existing approval for Rs. 5,000 million. The Members are requested to consider approving the same, as set out in the notice convening this Eleventh Annual General Meeting

7. Foreign Subsidiaries

The Company has following foreign subsidiaries as on March 31, 2011:

1. eClerx Investments Limited (BVI)

2. eClerx LLC (USA)

3. eClerx Limited (UK)

4. eClerx Private Limited (Singapore)

gentica Travel Solutions Limited, a subsidiary of the Company, has been dormant for some time and as all the client contracts were transferred to the Company post acquisition in July 2007. It was thought prudent to wind-up the said subsidiary to save administrative costs. Hence, Igentica Travel Solutions Limited was wound up with effect from March 29, 2011.

The Ministry of Corporate Affairs has vide its Genera Circular No. 2/2011 dated February 8, 2011, granted a general exemption to all the companies under Section 212(8) of the Companies Act, 1956 with regard to attaching the Balance Sheet, Profit & Loss Account and other documents of the subsidiaries of the company after complying with the directions given therein However, the members who wish to have a copy of the annual audited accounts of the subsidiaries will be provided the same upon receipt of a request from them and will also be available for inspection by any member at the registered office of the Company and head office of the subsidiary companies on all working days except Saturday between 11:00 a.m. to 6:00 p.m. The specified financial nformation of subsidiary companies is disclosed along with the consolidated financial statements and will also be available on the website of the Company In accordance with the requirements of the Listing Agreement executed with the Stock Exchanges, the consolidated financial statements of the Company are annexed to the Annual Report.

8. IPO Fund Utilisation

Your Company completed its Initial Public Offer (IPO) and the Equity Shares were listed on the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange limited (BSE) effective December 31, 2007.

As the Members are aware that as per the time-lines ndicated in the Prospectus at the time of IPO, the entire IPO proceeds were estimated to be utilised by the Company by Fiscal 2010 and the Board of Directors of the Company at its meeting held on May 25, 2010 approved enhancement in time-line for utilisation of un-utilised portion of IPO proceeds but without changing the purpose of utilisation of IPO proceeds as originally envisaged in the IPO prospectus.

The Company currently has Rs. 220.00 million balance lying out of IPO proceeds which is earmarked for Acquisition'. The Company is actively working with its financial advisors to identify suitable acquisition opportunities and put the aforesaid funds to the best use in the interest of the Company as well as the Members.

However, considering the feedback the Company is receiving over the acquisition landscape and due to lack of visibility around company(ies) available for acquisition, the Company may not be able to make optimum utilisation of the balance unutilised funds til March 31, 2012 and accordingly it is proposed, inter-alia, as a corporate governance initiative to seek shareholders' approval at this Eleventh Annual Genera Meeting for extending the time-lines for utilising balance IPO proceeds earmarked for Acquisition' till March 31, 2015, without changing the purpose originally set out, as per schedule below:

(Rupees in million)

Sr. Objects Original Balance Original Utilisation Schedule Proposed Utilisation Schedule No. Amount Amount as Utilisa -tion as approved by the for which share holders' on March Schedule Board of directors on approval is being sought at 31, 2011 May 25, 2010 the Eleventh AGM

1 Acquisition 220.00 220.00 March 31, 2010 March 31, 2012 March 31, 2015

2 Infrastructure 180.00 - March 31, 2009 - - Investments

3 Setting Up of 100.00 - March 31, 2010 March 31, 2011 - Additional Facilities

4 General Corporate 161.00 - - - - Purposes

661.00 220.00

The Members are requested to consider approving the same.

9. Fixed Deposits

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

10 Increase in Share Capital

During the year, the Company issued 9,538,674 bonus Equity Shares pursuant to Members resolution dated July 14, 2010. Further the Company has issued 284,661 Equity Shares on the exercise of stock options by the employees under Employee Stock Option Scheme 2005. Due to this, the outstanding issued, subscribed and paid-up equity share capital increased from 19,031,099 shares of Rs. 10 each as at March 31, 2010 to 28,854,434 Equity Shares of Rs. 10 each as at March 31, 2011.

11. Awards and Accolades

Your Company is proud to have received the following awards and accolades during the period under review:

- The International Association of Outsourcing Professionals (IAOP), leading professional association for organisations and individuals nvolved in transforming the world of business through outsourcing, offshoring and shared services, recognised eClerx in its 2010 Globa Outsourcing 100 survey as one of the rising stars across seven different categories, up from the fve categories for which eClerx was recognised in 2009. The seven categories are:

Rising Star - Financial Management Services

Rising Star - Western Europe

Rising Star - United Kingdom

Rising Star - Biggest Public Company

Rising Star - Overall Revenues

Rising Star - Number of Employees

Rising Star - Financial Services by Industry Focus (Banking, Markets)

- eClerx entered the GS100 and was listed in two top performer categories in the 2010 GS100

survey, including ÃFastest Growing' and Top Industry Specific BPO Providers'. Global Services 100 (GS100) is a reputed study managed by Cybermedia - the company that publishes Dataquest, Voice & Data, CIOL, PC-Quest et cetera. Global Services 100 (GS100) represents an industry benchmark in recognising service provider leadership and excellence in service delivery on a global scale. The scope of the survey covers IT Outsourcing and BPO services ndustry across all countries. The report on the study would include:

a) The Global Services 100 List: The list of top 100 service providers who are chosen for their leadership, maturity, and excellence in service delivery.

b) The Global Services 100 Categories: There are 15 categories that include industry segments and geographies across which leading service providers would be ranked

- Ranked Number 1 Financial Services KPO and featured in the Black Book of Outsourcing Top 50 outsourcers. Brown & Wilson (part of the Datamonitor Group) conducts annual outsourcing industry customer satisfaction benchmarking survey. The results are published in the Annual Black Book of Outsourcing that serves as a key independent benchmark for frms evaluating outsourcing services. The research is recognised as the most extensive and representative perception study of outsourcing vendors, validated by over 24,000 respondents from service users around the globe. Over 700 functions and 40 sectors are investigated to determine "best fit" vendors with multiple ndustry specifications. Known as the leading provider of independent and unbiased ranking of vendors, Black Book is regarded as key reference point for outsourced services.

- eClerx included into the BSE Mid-cap index, an ndex to track the performance of the companies with relatively small market capitalisation, that would exclusively represent the Mid-cap Companies listed on BSE.

- Finance Asia magazine adjudged the Company as among Best Indian Mid-cap Companies in the Country.

- Selected as a runner up by NOA for the Award for Best Practice in Outsourcing. Headquartered in London, the NOA is a not-for-profit agency founded with the objective of boosting the effectiveness and success of outsourcing, through the promotion of best practice and innovation in the application and development of outsourcing

- Selected for the MAKE (Most Admired Knowledge Enterprises) India Finalist group for the second consecutive year; and MAKE Asia finalist as well in 2010. This study is a benchmark to recognise the country's leading organisations for their ability to leverage enterprise knowledge to deliver superior performance in the areas of innovation, operational effectiveness and excellence in products and services.

- The Global HR excellence awards which is adjudged by the Asia Pacific HRD congress, conferred upon eClerx an award under the category ÃOrganisation with Innovative HR practices'. This award is hosted by the World HRD Congress.

- Recognised in two categories i.e. ÃUse of Technology for Operations Excellence' and ÃProfessional Excellence Award' at the ÃBPO Excellence Awards 2010' organised by the CMO Council, with the Asia Retail Congress - Asia's premier platform for the retail industry

- Ranked 50th among all Mid-cap and 8th among ITES Mid-cap Indian companies by Inc500 in 2010.

12. Corporate Social responsibility

Your Company takes pride in being associated with Child rights and education. It is one such cause that resonates broadly within the eClerx family. In 2006 eClerx partnered with CRY [Child Rights and You] to set up an annual funding program to which Contributions are made both by the employees as well as the Company. Over the period employee participation towards this program has grown manifold. Further the Company continues to support the Mumbai Marathon and funding to the PREM project run by CRY. This year too, a team of 50 employees participated in the Dream Run to pledge their support to the cause, thereby contributing to various projects managed by CRY.

Furthermore in order to drive CSR in a more structured manner and to ensure that the principles of CSR remain at the core of the Company's activities, a Committee was formed last year comprising of members across verticals, which is named eClerxCares'.

The Committee is responsible for championing all the philanthropy and CSR initiatives of the Company. It has played an active role in leading and increasing the Company's reach to the society at large. This year particularly, eClerxCares has partnered with various NGO's other than CRY, inter-alia, to support Child education

Following are some of the major activities carried out by eClerxCares during the period under review:

- Supported the Joy of Giving Week held from September 27 through October 3, 2010. The Joy of Giving Week is a national movement; conceptualised by Give India and supported by GoonJ (NGO), this unique and ambitious nitiative aims to get people from all walks of life together to engage in acts of giving.

- Organised a reach out program on the eve of Christmas for children from Aseema, an educational centre for the underprivileged kids that has centers in Mumbai.

- Organised exciting events covering all the students of the Sri Sri Ravi Shankar Vidya Mandir School (SSRVM) in Dharavi. SSRVM school in Dharavi is part of the Art of Living group and provides quality and relevant education to the underprivileged children in and around the Dharavi area in Mumbai.

In addition, eClerxCares funded multiple other NGOs for their respective cause(s) and support to education

13. Directors

Biren Gabhawala was appointed as an Additiona Director of the Company w.e.f May 18, 2011. As per provision of Section 260 of the Companies Act, 1956 (Ãthe Act'), Biren Gabhawala in his capacity as Additional Director will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. Notice under Section 257 of the Act has been received from a Member signifying his ntention to propose his appointment as Director. Biren Gabhawala has furnished the Form DD-A to the Company.

Further, in accordance with the Articles of Association of your Company, Anjan Malik and Anish Ghoshal retire from office by rotation, and being eligible, offer themselves for re-appointment at the forthcoming Annual General Meeting of the Company.

The brief resume of Biren Gabhawala, Anjan Malik and Anish Ghoshal, as required in terms of Clause 49 of the Listing Agreement entered into with the stock exchanges, is included as annexure to this Annua Report. Further, the required proposal for appointment of the above Directors at the forthcoming Annua General Meeting are included in the Notice convening this Annual General Meeting.

14. Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(a) in the preparation of the annual accounts for the year 2010-11, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2011 and of the profit of the Company for the year ended on that date;

(c) the directors had taken proper and sufficient care 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;

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

15. Employees' Stock Option Plan

Pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Ãthe SEBI guidelines'), your Company had framed and instituted Employee Stock Option Scheme/Plan 2005 (ESOP 2005) & Employee Stock Option Scheme/Plan 2008 (ESOP 2008) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

Your Company has granted stock options from time to time under the said ESOP Schemes/Plans to its employees and also to employees of its subsidiaries.

Details of options granted to key managerial persons of foreign subsidiaries of your Company as on March 31, 2011:-

ESOP Scheme Name of key No.of options No.of options No.of options managerial personnel granted* exercised* outstanding*

ESOP 2005 Mahesh Muthu 84,375 61,875 22,500

Alberto Corvo 277,500 Nil 277,500

Scott McCartney 225,000 Nil 225,000

Scott Houchin 75,000 Nil 75,000

ESOP 2008 Joseph Sursock 46,500 Nil 46,500

Mahesh Muthu 38,250 Nil 38,250

Stephen Jones 27,750 Nil 27,750

Li Chien Koh 18,750 Nil 18,750

* Pursuant to Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the number of options have been adjusted, as required, for Bonus issue in July 2010 in the ratio of 1:2, that is, one bonus option for every 2 options held.

The difference between the intrinsic value of the shares underlying the options granted on the date of grant of option and the option price is expensed as Employees Compensation over the period of vesting. Accordingly, the Company has charged a sum of Rs. 0.48 million to the profit and loss account for the year ended on March 31, 2011 as employee compensation cost.

The Equity Shares issued/to be issued and allotted under both the ESOP Scheme/Plan i.e. ESOP 2005 and ESOP 2008 of the Company rank/shall rank pari-passu in all respects including dividend with the existing Equity Shares of the Company.

The Company appreciates the critical role of its personnel in the organisational growth. It strongly feels that the value created by its personnel should be shared with them. To further promote the culture of employee ownership in the Company, the Board of Directors, at its meeting held on May 18, 2011, considered the proposal for instituting a fresh Employee Stock Option Scheme/Plan to be called Employee Stock Option Scheme/Plan 2011 (ÃESOP 2011') with the total number of options which may be granted under the Scheme being 1,600,000 (One Million Six Hundred Thousand Only). The proposal is set out in detail in the notice convening the Eleventh Annual General Meeting of the Company. The Members are requested to consider and approve the same.

16. Human Resources Management

We believe that the success of the Company's business model hinges on attracting and retaining the best and brightest talent. Towards this, we continue to focus on strengthening our HR practices that enable the Company to attract and retain high caliber employee and to create a quality work environment that motivates our people. During the year, the HR practices of the Company were assessed at Level 3 of the People Capability Maturity Model (PCMM)

The People Capability Maturity Model (People CMM) is a framework, developed by the Software Engineering Institute - Carnegie Mellon, which helps organisations successfully address their critical people issues. Based on the best current practices in fields such as human resources, knowledge management, and organisational development, the People CMM guides organisations in improving their processes for managing and developing their workforces.

At eClerx, PCMM is an integral part of our efforts to provide uniform and optimised levels of people capability across the Company's locations. To us PCMM is more than a certification, it is the foundation of our people framework.

17. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Information as required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules, 1988 are given in the annexure forming part of this report.

18. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, as per the provisions of Section 219(1)(b)(IV) of the said Act, the Annua Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. A Member, who is interested in obtaining such particulars, may write to the Company at its registered office.

19. Corporate Governance

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide Clause 49 of the Listing Agreement entered into with stock exchanges. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors' Certificate on its compliance is annexed hereto.

The Ministry of Corporate Affairs, Government of India, published the Corporate Governance Voluntary Guidelines 2009, to strengthen the corporate governance framework. These guidelines provide for a set of requirements which may be voluntarily adopted by Companies and focuses on areas such as Board of Directors, responsibilities of the Board, audit committee functions, roles and responsibilities, appointment of auditors, Compliance with Secretarial Standards and a mechanism for whistle blower support. Your Company by and large is in compliance with requirements laid down therein.

20. Enterprise Wide Risk Management System (EWRM)

Your Company has in place a well defined Enterprise Wide Risk Management (EWRM) framework which nter-alia aims at the following:

1. Alignment of risk appetite and strategy of the organisation by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing, and acceptance.

3. Reduction/elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the nterrelated impacts, and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management personnel to ensure that the risks are identified, managed and mitigated.

21. Statutory Auditors

M/s. Walker Chandiok & Company, Chartered Accountants, Mumbai, [ICAI Registration No. 001076N] who are the statutory auditors of the Company, retire at the conclusion of Eleventh Annual General Meeting and confirm their willingness to accept office, if re- appointed. They have further confirmed that their appointment, if made, at the Annual General Meeting, will be within the limits prescribed under sub-section (1B) of Section 224 of the Companies Act, 1956 and that they are not beneficially holding any security of your Company as defined under Section 226(3)(e) of the said Act. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1)(h) of the Listing Agreement. Members are requested to consider their re-appointment and authorise the Board and/or Committee of the Board of Directors to fix their remuneration for the financia year 2011-12.

22. Green Initiative by the Ministry of Corporate Affairs

The Ministry of Corporate Affairs (ÃMCA') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members (shareholders) after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 1956 (Ãthe Act').

The Information Technology Act which came into force in the year 2000 has an overriding effect over other laws in providing legal recognition of electronic records and digital signatures.

Taking cognizance of the above, MCA has vide Circular No. 17/2011 dated April 21, 2011 and Circular No. 18/2011 dated April 29, 2011 clarified that service of documents to members may be now made by electronic mode. If a member has not registered an email address, other permitted conventional modes of service would continue to be applicable.

This initiative will ease the burden on Corporates (and the environment) of sending physical documents such as notices, annual reports etc. Your Company has therefore annexed a communique with this Annual Report requesting shareholders to register their email address with their Depository Participant, the Company and/or its Registrar and Transfer Agent Karvy Computershare Private Limited and support the Green Initiative of MCA. The Company will thus use the said email address for future communications, dissemination and sending notice/documents etc. in view of the above circular by the Ministry of Corporate Affairs. The members who opt for physical delivery of documents/have not registered their email address, will continue to receive communication(s), dissemination(s), notice(s), document(s) etc. via permitted conventional mode of service of documents.

23. Acknowledgement

The Directors thank the Company's customers, vendors, investors, consultants, business associates and bankers for their support and co-operation to the Company.

The Directors are also thankful to the Government of India, the Governments of various countries, the concerned State Governments and other government and regulatory agencies for their co-operation

The Directors also acknowledge the hard work and effort made by every member of the eClerx family across the world and express their sincere gratitude to the Members for their continuing confidence in the Company.

For and on behalf of the Board of Directors

Place: Mumbai V. K. Mundhra

Date: May 18, 2011 Chairman

Mar 31, 2010

The Directors are pleased to present their Tenth Annual Report along with the audited accounts for the financial year ended March 31, 2010.

1. FINANCIAL HIGHLIGHTS

Consolidated Financial Information of eClerx Services Limited and its Subsidiaries is as follows:

(Rupees in million)

Income from Services 2,570.21 1,972.77

Other Income 54.17 50.54

Total Revenue 2,624.38 2,023.31

Operating Expenses 1,726.29 1,249.22

EBITDA 898.09 774.09

EBITDA % 34% 38%

Depreciation and Goodwill 69.94 79.41 Amortization

EBIT 828.15 694.68

Interest - 0.36

Taxes 92.78 76.50

Net Profit after Tax 735.37 617.82

NPM% 28% 31%

The year under review marked completion of 10 years by the Company and the Company recorded a turnover of more than Rs. 2,500 million for the first time in its history.

The total income increased to Rs. 2,624.38 million from Rs. 2,023.31 million in the prior year, at a growth rate of 30%. EBITDA amounted to Rs. 898.09 million (34% of total revenue) versus Rs. 774.09 million (38% of total revenues). The Company earned Net Profit After Tax (PAT) for the year of Rs. 735.37 million versus Rs. 617.82 million during the prior registering Year on Year (YoY) growth of 19%.

2. INFORMATION ON STATUS OF COMPANYS AFFAIRS

Information on operational and financial performance, etc., is also provided in the Management Discussion and Analysis Report, which is annexed to the Directors Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with Stock Exchanges.

3. DIVIDEND

After considering the Companys profitability and cash flow as well as the capital requirements for its growth plans, your Directors are pleased to recommend a final dividend of Rs. 10 per share. The total quantum of dividend, if approved, by the members, will be Rs. 286.16 million while Rs. 47.53 million will be paid by the Company towards dividend tax and surcharge on the same. The provision for proposed dividend of Rs. 190.31 million and dividend distribution tax of Rs. 31.61 million was provided in the books of accounts as per issued share capital as on March 31, 2010. The issue of bonus shares vide shareholders resolution dated July 14, 2010 has resulted in additional dividend outgo of Rs. 95.39 million and Rs. 15.84 million towards dividend distribution tax.

After including the interim dividend of Rs. 7.50 per share already paid earlier, the total dividend for the year ended March 31, 2010 comes to Rs. 17.50 per share (175%). The Company paid a total dividend of Rs. 12.50 per share (125%) during the year ended March 31, 2009.

The register of members and share transfer books will remain closed from September 8, 2010 to September 16, 2010 (both days inclusive) for the purpose of ascertaining entitlement for the said final dividend. The Tenth Annual General Meeting of the Company is scheduled to be held on September 16, 2010.

4. TRANSFER TO RESERVE(S)

The Company proposes to transfer Rs. 72.59 million to the General reserve out of the amounts available for appropriations and an amount of Rs. 273.13 million is proposed to be retained in the Profit and Loss Account out of current years profits.

5. INCREASE IN AUTHORISED SHARE CAPITAL AND ISSUE OF BONUS EQUITY SHARES

The Board of Directors of the Company vide resolution passed on June 7, 2010 accorded its consent, subject to shareholders approval, for increase in authorised share capital of the Company from Rs. 300 million divided into 30,000,000 equity shares of Rs. 10 each to Rs. 500 million divided into 50,000,000 equity shares of Rs. 10 each. The Board of Directors vide resolution passed on the said date also recommended issue of bonus equity shares in the ratio of one fully paid-up

bonus equity share of Rs. 10 each for every two equity shares of Rs. 10 each held and consequent capitalisation of free reserves of the Company. The shareholders of the Company accorded their consent for the aforesaid proposals for increase in authorised share capital and issue of bonus equity shares by capitalisation of free reserves, by way of postal ballot, result of which was announced on July 14, 2010. The record date for the purpose was fixed as July 26, 2010. Accordingly the bonus shares have been allotted on July 28, 2010.

The Company is currently in the process of effecting corporate action for credit of bonus shares into the demat accounts of shareholders of the company holding shares in electronic mode, while the shareholders holding shares in physical mode are being issued share certificates.

6. FOREIGN SUBSIDIARIES

The Company has acquired eClerx Private Limited in Singapore with effect from January 28, 2010. The said Company is now a wholly owned subsidiary of eClerx Services Ltd., India and caters to Asia-pacific clients of the Company.

The Company has following foreign subsidiaries as on March 31, 2010:

1. eClerx Investments Limited (BVI)

2. eClerx LLC (USA)

3. eClerx Limited (UK)

4. Igentica Travel Solutions Limited (UK)

5. eClerx Private Limited (Singapore)

In terms of exemption granted by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956 vide letter No. 47/534/2010/CL-lll dated June 7, 2010, copy of the Balance Sheet, Profit and Loss account, Report of the Board of Directors and Auditors Report of

the aforementioned subsidiaries for the financial year ended March 31, 2010 are not being attached with the Balance Sheet of the Company. These documents and related information will be made available to concerned member upon request. These documents will also be available for inspection during business hours at the registered office of the Company and that of the subsidiary company concerned. We believe that the consolidated accounts represent a full and fair picture of the state of affairs and the financial condition of the Company and its subsidiary companies. The requisite financial information of the subsidiary companies, as required by the said exemption approval, is disclosed in the Annual Report.

7. IPO FUND UTILISATION

Your Company completed its Initial Public Offer (IPO) and the equity shares were listed on the National Stock Exchange of India Ltd. (NSE) and the Bombay Stock Exchange Ltd. (BSE) effective December 31, 2007.

As the members are aware that as per the time-lines indicated in the Prospectus at the time of IPO, the entire IPO proceeds were expected to be utilised by the Company by Fiscal 2010. However in view of turmoil in global markets over the period, lack of viable avenues and absence of potential company(ies) for acquisition, the said funds could not be fully utilised.

In view of the same, the Board of Directors of the Company at its meeting held on May 25, 2010 approved enhancement in time-line for utilisation of un-utilised portion of IPO proceeds but without changing the purpose of utilisation of IPO proceeds as originally envisaged in the IPO prospectus. The Company has accordingly informed the Stock Exchanges about the said decision of Board of Directors of the Company.

Extended timelines in respect of un-utilised portion of IPO proceeds are as under:

(Rupees in million)

Particulars Original Amount Balance Amount as on March 31,2010 Acquisitions 220.00 220.00

Infrastructure Investments 180.00 -

Setting up of Additional Facilities 100.00 74.81

General Corporate purposes 161.00 11.78

Total 661.00 306.59

Partculars original Utilisation Revised Utilisation Schedule Schedule

Acquisition Fiscal 2010 Fiscal 2012

Infrastructure Investments Setting up of Additional Facilities Fiscal 2010 Fiscal 2011

General Corporate purposes

8. FIXED DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of Section 58A of the Companies Act, 1956.

9. INCREASE IN SHARE CAPITAL

During the year, the Company has issued 104,100 equity shares on the exercise of stock options by the employees under Employee Stock Option Scheme 2005. Due to this, the outstanding issued, subscribed and paid-up equity share capital increased from 18,926,999 equity shares of Rs. 10 each as at March 31, 2009 to 19,031,099 equity shares of Rs. 10 each as at March 31, 2010.

10. AWARDS AND ACCOLADES

The Company was again recognised by The International Association of Outsourcing Professionals (IAOP) in its 2010 Global Outsourcing 100 survey as one of the rising stars across seven different categories i.e. Financial Management Services, Western Europe, United Kingdom, Biggest Public Company, Overall Revenues, Number of employees and Financial Services by Industry Focus (Banking, Markets).

Teleos, in association with The KNOW Network listed eClerx as one of the 14 finalists in the 2009 Indian Most Admired Knowledge Enterprises (MAKE) study. The MAKE study recognises organisations that best demonstrate an ability to leverage enterprise knowledge to deliver superior performance in the areas of innovation, operational effectiveness and excellence in products and services.

Finally the Company featured in the Business Today 500 list of Indias largest public companies in 2010 - a list containing Indias whos who of public enterprises.

11. CORPORATE SOCIAL RESPONSIBILITY

Your company takes pride in being associated with Child Rights and You (CRY), a Non government organisation, for the last 3 years, which works for Indias marginalised children. The Company has partnered with CRY to set up an Annual funding program, contributions to which are made both by the employees as well as the Company. The Company sponsors one specific project - PREM (Peoples Rural Education Movement in Maharashtra) which operates in 44 villages in Amravati

District, Maharashtra and aims to empower the tribal communities living on the periphery and multiuse area of the Melghat Tiger Reserve, ensuring their right to life, livelihood and self-development. Further, for the last 3 years consecutively, your Company sponsored a team for the Corporate Challenge - Mumbai Marathon. A team of 20 employees participated in the 7 km dream run to raise funds for CRY in January 2010.

12. DIRECTORS

Sandeep Singhal was appointed as an Additional Director of the Company w.e.f. April 30, 2010. As per provisions of section 260 of the Companies Act, 1956, Sandeep Singhal, in his capacity as Additional Director will cease to hold office at the forthcoming Annual General Meeting and is eligible for appointment. Notice under section 257 of the Companies Act, 1956 has been received from a member signifying his intention to propose his appointment as Director. Sandeep Singhal has furnished the requisite form DD-A to the Company.

Further in accordance with the Articles of Association of your Company, Jimmy Bilimoria and Vikram Limaye retire from office by rotation, and being eligible, offer themselves for re-appointment at the forthcoming Annual General Meeting of the Company.

The brief resume of Sandeep Singhal, Jimmy Bilimoria and Vikram Limaye, as required in terms of Clause 49 of the Listing Agreement entered into with the stock exchanges, is included as annexed to this Annual Report.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that:

(a) in the preparation of the annual accounts for the year 2009-10, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(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 as at March 31, 2010 and of the profit of the Company for the year ended on that date;

(c) the directors had taken proper and sufficient care 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;

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

14. EMPLOYEES STOCK OPTION PLAN

Pursuant to the applicable requirements of the Securities and Exchange Board of India (Employee Stock

Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI guidelines"), your Company had framed and instituted Employee Stock Option Plan 2005 (ESOP 2005) and Employee Stock Option Plan 2008 (ESOP 2008) to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

Your Company has granted stock options from time to time under the said ESOP Schemes to its employees and also to employees of its subsidiaries.

The following table sets forth the particulars of stock options granted under ESOP 2005 and ESOP 2008 as on March 31, 2010:

Particulars ESOP 2005 ESOP 2008

Gross options granted 599,525 1,000,000

Pricing formula As decided by the Board The exercise price shall be equal to of Directors. the lower of the following:

a) the latest available closing market price (at a stock exchange where there is highest trading volume on said date) on the date prior to the date on which the Remuneration Committee finalises the specific number of options to be granted to the employees; or

b) Average of the two weeks high and low price of the share preceding the date of grant of option on the stock exchange on which the shares of the company are listed

Options vested 285,650 Nil

Options exercised 162,250 Nil

The total number of equity shares arising 162,250 Nil as a result of exercise of options

Options lapsed/ forfeited/expired 135,275 178,500

Variation of terms of options Nil Nil

Money realised by exercise of options 1,622,500 Nil

Total number of options in force 302,000 821,500

Details of options granted to Employee:

(i) Senior Managerial Personnel As per statement attached As per statement attached

(ii) Any other employee receiving a grant Fiscal 2006: Fiscal 2009: in any one year of option amounting Nilesh Pate| Neville Bnamcna Scott McCartney, Alberto Corvo to 5% or more of the options granted

Fiscal 2007: Fiscal 2010: during that year

Neville Bharucha, Venu Atmakur, Daniel Foarde, Scott Houchin Anees Merchant, Gokul Perumal

Fiscal 2008:

Nil

Fiscal 2009:

Nil

Fiscal 2010:

Nil

Nil

(iii) Identified employees who were granted Nil option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Diluted Earnings Per Share (EPS) pursuant Rs. 37.14 for the year ended on March 31, 2010 to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS 20 Earning Per Share)

Difference, if any, between the employees Impact on profits : Rs. 20.99 million compensation cost calculated using the Di|luted EPS : Rs. 36.08 (post adjustment for aforesaid impact on profits)

intrinsic value of stock options and the employee compensation cost recognised if the fair value of the options had been used and the impact of this difference on profits and EPS of the Company.

Vesting Schedule Options granted under ESOP 2005 Options granted under ESOP 2008 would vest not earlier than one year would vest not earlier than one year and not later than five years from the and not later than five years from the date of grant of such options. date of grant of such options.

Statement of options granted to senior managerial persons of your Company by grantee as on March 31, 2010:

ESOP scheme Name of Key No of Options No of Options No. of Options managerial personnel granted exercised outstanding

Hoshi Mistry 53,250 30,000 23,250

Rohitash Gupta 38,250 27,750 10,500

Kishore Poduri 25,500 9,500 16,000

ESOP 2005

Neville Bharucha 28,500 11,500 17,000

Venu Atmakur 19,500 14,250 5,250

Anees Merchant 18,000 1,000 17,000

Hoshi Mistry 22,000 Nil 22,000

Rohitash Gupta 22,000 Nil 22,000

Kishore Poduri 22,000 Nil 22,000

Sachin Rastogi 23,000 Nil 23,000

Swati Thakar 18,000 Nil 18,000

ESOP 2008 Venu Atmakur 16,000 Nil 16,000

Neville Bharucha 16,000 Nil 16,000

Anees Merchant 13,000 Nil 13,000

Sachin Vaidya 10,000 Nil 10,000

Subhodip Basu 10,000 Nil 10,000

Gurvinder Lamba 5,000 Nil 5,000

Statement of options granted to senior managerial persons of foreign subsidiaries of your Company by grantee as on March 31, 2010:

ESOP scheme Name of Key No of options No of options No of options mangerial personnel granted exercised outstanding

Daniel Foarde 37,500 Nil 37,500

ESOP 2005

Mahesh Muthu 56,250 Nil 56,250

Alberto Corvo 185,000 Nil 185,000

Scott McCartney 150,000 Nil 150,000

Daniel Foarde 40,000 Nil 40,000

ESOP 2008 Joseph Sursock 25,000 Nil 25,000

Scott Houchin 20,000 Nil 20,000

Mahesh Muthu 19,500 Nil 19,500

Stephen Jones 12,500 Nil 12,500

The difference between the intrinsic value of the shares underlying the options granted on the date of grant of option and the option price is expensed as Employees Compensation over the period of vesting. Accordingly, the Company has charged a sum of Rs. 1.45 million to the profit and loss account for the year ended on March 31, 2010 as employee compensation cost.

The equity shares issued and allotted under both the ESOP schemes i.e. ESOP 2005 and ESOP 2008 of the Company rank pari-passu in all respects including dividend with the existing equity shares of the Company.

15. HUMAN RESOURCES MANAGEMENT

We believe that people are the most valuable assets of the Company as they contribute to the achievement of business objectives. Human resource policies of the Company though business focused, are employee friendly, clear and concise, thereby providing employees with appropriate opportunities to grow professionally and personally. Scalable recruitment and human resource management process enables the Company to attract and retain high caliber employees. The total manpower strength of your Company is 2863, as on March 31, 2010.

16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules, 1988 are given in the annexure forming part of this report.

17. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisions of Section 219(l)(b)(IV) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. A member, who is interested in obtaining such particulars, may write to the Company Secretary at the registered office of the Company.

18. CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed certain corporate governance standards vide Clause 49 of the Listing Agreement with stock exchanges. Your Directors reaffirm their commitments to these standards and a detailed Report on Corporate Governance together with the Auditors Certificate on its compliance is annexed here to.

During the year under review, the Ministry of Corporate Affairs, Government of India, published the Corporate Governance Voluntary Guidelines 2009, to strengthen the corporate governance framework. These guidelines provide for a set of requirements which may be voluntarily adopted by Companies and focuses on areas such as Board of Directors, responsibilities of the Board, audit committee functions, roles and responsibilities, appointment of auditors, compliance with Secretarial Standards and a mechanism for whistle blower support. Your Company by and large is in compliance with requirements laid down therein and has initiated appropriate action for further compliances.

19. ENTERPRISE WIDE RISK MANAGEMENT SYSTEM (EWRM)

Your Company has in place a well defined Enterprise Wide Risk Management (EWRM) framework which, inter-alia, aims at the following:

1. Alignment of risk appetite and strategy of the organisation by evaluating strategic alternatives, setting related objectives, and developing mechanisms to manage related risks.

2. Enhancement in risk response decisions by identifying and selecting among alternative risk responses - risk avoidance, reduction, sharing, and acceptance.

3. Reduction/elimination of operational surprises and losses by identifying potential events and establishing responses and reducing associated costs or losses.

4. Identification and management of multiple risks by facilitating effective response to the interrelated impacts, and integrated responses to such risks.

5. Improvement in deployment of capital by providing robust risk information to the Management so as to effectively assess overall capital needs and prudently manage capital allocation.

The framework is periodically reviewed by senior management personnel to ensure that the risks are identified, managed and mitigated.

20. AUDITORS

M/s. Walker Chandiok & Company, Chartered Accountants, Mumbai, who are the statutory auditors of the Company, retire at the conclusion of Tenth Annual General Meeting and confirm their eligibility and willingness to accept office, if re-appointed. You are requested to appoint auditors for the current financial year 2010-11.

21. ACKNOWLEDGEMENT

The Directors thank the customers, vendors, investors, consultants, business associates and bankers for their support and co-operation to the Company.

The Directors are also thankful to the Government of India, the Governments of various countries, the

concerned State Governments and other government and regulatory agencies for their co-operation.

The Directors also acknowledge the hard work and effort made by every member of the eClerx family across the world and express their sincere gratitude to the shareholders for their continuing confidence in the Company.

For and on behalf of the Board of Directors

V.K. Mundhra

Chairman

Place: Mumbai

Date: July 30, 2010

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