Xchanging Solutions Limited ANNUAL REPORT 2019-20 Shareholder Information XCHANGING SOLUTIONS LIMITED Registered office: Kalyani Tech Park - Survey No 1, 6 & 24, Kundanhalli Village, K R PuramHobli, Bangalore – 560066 Tel : +9180 43640000 Registered office till July 31, 2019 - SJR I-Park, Plot No. 13, 14, 15, EPIP Industrial Area, Phase I, Whitefield, Bangalore – 560066 For Corporate reports and Company News, visit our website at: http://www.xchanging.com/investor-relations/xsl-content STOCK EXCHANGES Company is Listed on the following stock exchanges (Ticker Symbol: XCHANGING) BSE (Bombay Stock Exchange) NSE (National Stock Exchange of India Limited) Safe Harbor Statement Certain statements in this document are forward looking statements which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward looking statements. The risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services, including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns in fixed price, fixed time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, etc. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company. TABLE OF CONTENTS 1. Boards’ Report 3 2. Management Discussion and Analysis 28 3. Corporate Governance Report 33 4. Business Responsibility Report 50 5. Standalone Financial Statements 59 6. Consolidated Financial Statements 106 7. Form AOC-1 154 8. Notice 155 BOARD OF DIRECTORS Henry D’Souza - Independent Director Nonavinakeri Srinivasaiyengar Rama - Independent Director (“Rama NS”) Venkatesh Venkatasubba Ramanandashastry Shastry - Independent Director (“Venkatesh Shastry”) Gidugu Kalpana Tatavarti - Non-Executive Director (“Kalpana Tatavarti”) Chandrasekhara Rao Boddoju - Managing Director and Chief Executive Officer Shrenik Kumar Champalal - Whole Time Director and Chief Financial Officer COMPANY SECRETARY & COMPLIANCE OFFICER Aruna Mohandoss Tel +91 804364000 E-mail: [email protected] STATUTORY AUDITORS Deloitte Haskins & Sells LLP ASVN Ramana Towers, 52, Venkatnarayana Road, T Nagar, Chennai, 600017, Tamil Nadu, India REGISTERED OFFICE REGISTRAR AND TRANSFER AGENT Kalyani Tech Park - KFin Technologies Private Limited, Survey No 1, 6 & 24, Selenium Tower B, Plot 31 - 32 Kundanhalli Village, K R Puram, Hobli, Gachibowli, Financial District, Bangalore – 560066, Karnataka Nanakramguda, Hyderabad – 500 032, Telangana Phone : +91 80 43640000 Phone : 040-67162222 Email : [email protected] Fax : 040-23001153 Website : www.xchanging.com Email : [email protected] CIN : L72200KA2002PLC030072 Website : www.kfintech.com Annual Report 2019-20 Xchanging Solutions Limited 1 LIST OF ALL ANNEXURES A. BOARDS’ REPORT Annexure –I Particulars of contract/arrangements with related parties (Form AOC-2) Annexure – II Secretarial Audit Report (Form MR – 3) Annexure –III Remuneration to Directors / KMP / Employees Annexure–IV Certificate of Non-disqualification of Director Annexure –V Annual Report on CSR activities of the Company Annexure -VI Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earning and Outgo Annexure –VII Extract of Annual Return (Form MGT – 9) B. CORPORATE GOVERNANCE REPORT Annexure – A Compliance Certificate Annexure – B Certificate on Corporate Governance Report 2 Xchanging Solutions Limited Annual Report 2019-20 BOARDS’ REPORT Dear Shareholders, F. SUBSIDIARY COMPANIES The Board of Directors (“Board”) is pleased to present the Your Company has 3 (three) direct subsidiaries and 2 (two) Nineteenth Annual Report and the Audited Financial Statement step down subsidiaries for the financial year ended March of the Xchanging Solutions Limited (“Company”) for the financial 31, 2020. year ended March 31, 2020. During the period under review, the Board of the Company A. FINANCIAL RESULTS had approved reduction of share capital of the Xchanging The highlights of standalone and consolidated financial Solutions (Europe) Limited (“XSEL”), wholly owned subsidiary results of the Company for the financial year ended March from £2,664,278 divided into 2,664,278 shares of £1 each, 31, 2020 and March 31, 2019 are as under: to £1 divided into 1 share of £1 each. Pursuant to Company’s approval, XSEL reduced its share capital to 1 share of £ 1 (INR in Lakhs) each on May 15, 2019. PARTICULARS STANDALONE CONSOLIDATED On May 20, 2019, XSEL declared and paid dividend to the For the For the For the For the Company. The Board of Directors of the Company approved Financial Financial Financial Financial liquidation of XSEL on May 23, 2019 and the liquidation is year year year year still under process. ended ended ended ended Except as mentioned above, during the financial year ended Mar 31, Mar 31, Mar 31, Mar 31, March 31, 2020 under review, there have been no material 2020 2019 2020 2019 changes in the business of the subsidiaries. In terms of Total Income 5,838 6,405 19,494 19,865 Section 129(3) of the Companies Act, 2013 (‘Act’), the Company has prepared a statement containing the salient Total Expenditure 3,205 3,974 13,565 14,185 features of the Financial Statement of subsidiaries in the Profit before Interest, 2,710 2,469 6,073 5,728 prescribed Form AOC-1 which is attached to the Financial Depreciation and Tax Statements of the Company. Depreciation & Amortization 77 37 144 47 The Financial Statements of Subsidiary Companies are being Finance Costs 11 1 13 1 uploaded on website of the Company http:// Profit / (Loss) before Tax 2,633 2,431 5,929 5,680 www.xchanging.com/investor-relations/xsl-content for Income Tax 364 784 459 1,009 inspection by the shareholders. Any member desirous of (including deferred tax) obtaining a copy of the said financial statements may write to the Company at its Registered Office. The financial Net Profit / (Loss) after Tax 2,269 1,647 5,470 4,671 statement including the consolidated financial statement and Other Comprehensive 3 25 818 293 all other documents required to be attached with this report Income/(Expenditure) have been uploaded on to the website of your Company viz. Total Comprehensive 2,272 1,672 6,288 4,964 http://www.xchanging.com/investor-relations/xsl-content. Income/(Expenditure) G. RELATED PARTY TRANSACTIONS Earnings/(Loss) per share Rs. 2.04 1.48 4.91 4.19 All Related Party Transactions are placed before the Audit B. REVIEW OF OPERATIONS Committee for approval as per the Related Party Transactions During the financial year ended March 31, 2020, the Policy of the Company as approved by the Board. The policy consolidated income of the Company was Rs.19,494/- Lakhs is also uploaded on the website of the Company and can be as against Rs. 19,865/- Lakhs during the previous year ended accessed through the link http://www.xchanging.com/investor- March 31, 2019. At a standalone level, the total income of relations/xsl-content. All related party transactions that were the Company for the financial year ended March 31, 2020 entered into during the financial year were on an ‘arm’s length amounted to Rs.5,838/- Lakhs compared to Rs. 6,405/- Lakhs basis’ and were in the ordinary course of business. The during the previous year ended March 31, 2019. disclosure of transactions with the related parties are provided in the notes to the Standalone Financial Statements, forming C. MANAGEMENT DISCUSSION AND ANALYSIS part of the Annual Report. Management Discussion and Analysis Report for the financial Particulars of contracts or arrangements with related parties year ended March 31, 2020 as stipulated under Regulation in the prescribed Form AOC-2, is provided as Annexure – I 34(2)(e) of the SEBI (Listing Obligation and Disclosure to this Boards’ Report. Requirements) Regulations, 2015 (“Listing Regulations”) is presented in a separate section and forms an integral part H. AUDITORS of this Report. (i) Statutory Auditors and Auditors’ Report D. DIVIDEND The Shareholders of the Company in the 16th AGM of The Board does not recommend a dividend. the Company had appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. E. TRANSFER TO RESERVES 117366W/W-100018), (“Deloitte”) as the Statutory During the financial year under review, the Company has not Auditors of the Company to hold office from the th th transferred any amount to the General Reserve. conclusion of the 16 AGM till the conclusion of the 20 Annual Report 2019-20 Xchanging Solutions Limited 3 Boards’ Report AGM of the Company subject to ratification of their a) Mr. Chandrasekhara Rao Boddoju, Managing appointment at every AGM by the shareholders, if Director and Chief Executive Officer required pursuant to the provisions of the Companies b) Mr. Shrenik Kumar Champalal, Whole Time Director Act, 2013. Central Government vide Companies and Chief Financial Officer (Amendment) Act, 2017 has amended the provisions of Section 139 of the Act and ratification of appointment of c) Mr. Mayank Jain, Company Secretary (resigned w.e.f. Statutory Auditors in every AGM is no longer required. October 31, 2019) Therefore, matter relating to ratification of appointment d) Ms. Aruna Mohandoss, Company Secretary of Deloitte is not required to be placed before the (appointed w.e.f. November 13, 2019) members at the ensuing 19th Annual General Meeting. (ii) Employees’ Stock Option Plan (ESOP) The Statutory Auditors had carried out audit of financial During the period under review, no ESOP scheme exists statements of the Company for the financial year ended in the Company. March 31, 2020 pursuant to the provisions of the Act. (iii) Particulars of Employees and Related Disclosures The reports of Statutory Auditors forms part of the Annual Report.