Capgemini Technology Services India Limited Unlisted Shares Annual Reports

Capgemini Technology Services India Limited Unlisted Shares

Capgemini Technology Services India Limited's Annual Report for 2023-24 details the company's financial performance, operational highlights, and corporate governance practices. **Financial Performance:** * The company's revenue and other income amounted to INR 281,613 million, showing a de-growth of -0.7% from the previous year's INR 283,490 million. * Profit for the year increased to INR 31,632 million, compared to INR 29,627 million in the previous year. * The Board of Directors recommended a final dividend of INR 760 per equity share, resulting in a dividend outflow of INR 45,046 million. * Key expense items include employee benefit expenses (INR 200,175 million) and other expenses (INR 29,242 million). **Share Capital:** * The authorized capital is INR 19,261,100,000, divided into equity and preference shares of various denominations. * The issued and paid-up capital is INR 592,712,960, consisting of equity shares of INR 10 each. No shares were issued during the review period. **Corporate Governance & Board Matters:** * The Board comprises a mix of executive and non-executive directors, with Mr. Ashwin Yardi serving as Wholetime Director and Chief Executive Officer. * Board Committees include Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee. * The Board met four times during the financial year. * The Board recommends the re-appointment of retiring directors. * Annual evaluation of the Board, its committees, and individual directors has been conducted. * The board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. **Subsidiaries and Branches:** * The Company has three subsidiaries, four step-down subsidiaries, and two branches. A Scheme of Amalgamation has been filed to merge Altran Technologies India Private Limited and Global Edge Software Limited with the Company. **Corporate Social Responsibility (CSR):** * The company remains committed to CSR, focusing on areas aligned with Schedule VII of the Companies Act, 2013. * The report details CSR projects undertaken, including supporting social ventures through NSRCEL, IIM Bangalore, and digital academy programs with Anudip Foundation. All facilities in India are operating on 100 percent renewable energy. * The expenditure on CSR during the year exceeded the required amount. * The company has also established an Energy Command Center (ECC) in Bangalore to monitor and optimize energy usage. **Other Key Highlights:** * The company did not accept any deposits. * The company has complied with applicable mandatory secretarial standards. * The directors confirm responsibility for the annual accounts, adhering to accounting standards and maintaining adequate records. * The company maintains a Code of Ethics and Business Conduct, along with a whistle-blower policy. * The company is also compliant with provisions related to prevention, prohibition and redressal of sexual harassment at workplace. * The Annual Report is being sent electronically to members. The AGM will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The cut-off date for e-voting is Thursday, 19 September 2024. **Foreign Exchange:** * Foreign exchange earnings were INR 242,756 million. * Foreign exchange outgo was INR 8,800 million. **Auditor's Report:** * Independent Auditor's Report expresses an unqualified opinion on the standalone and consolidated financial statements. * The report also includes statements on internal financial controls, and compliance with the Companies (Auditor's Report) Order, 2020. **Annexures:** * Includes statements containing salient features of subsidiaries, related party transactions, remuneration policy, secretarial audit report, and CSR activities. The report provides information on key personnel, board meetings, and financial ratios, showcasing the company's performance and compliance with regulations.

Capgemini Technology Services India Limited Unlisted Shares

Annual Report Summary: Capgemini Technology Services India Limited (2022-23) **Overview:** Capgemini Technology Services India Limited ("CTSIL"), a public limited company, is primarily engaged in providing IT, IT-enabled operations, and business process outsourcing solutions. The report summarizes the company's performance for the fiscal year ended March 31, 2023. **Board of Directors and Committees:** The report lists the Board of Directors, including Ashwin Yardi (Wholetime Director and CEO), along with non-executive and additional directors. It also identifies members of the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee. **Notice for Annual General Meeting (AGM):** The 30th AGM will be held on September 26, 2023, via video conferencing, to consider the audited standalone and consolidated financial statements for the year ended March 31, 2023, re-appoint retiring directors (Ashwin Yardi, Aruna Jayanthi, Paul Hermelin, Aiman Ezzat, Maria Pernas, Shobha Meera) and appoint Anne Lebel as a Non-Executive Director. Electronic voting (e-voting) instructions are detailed. **Financial Highlights (INR in million):** | Item | 2022-23 (Standalone) | 2021-22 (Standalone) | 2022-23 (Consolidated) | 2021-22 (Consolidated) | | --------------------------- | -------------------- | -------------------- | -------------------- | -------------------- | | Revenue from Operations | 278,428 | 225,711 | 278,754 | 226,288 | | Total Income | 283,490 | 230,031 | 283,853 | 230,650 | | Employee Benefit Expenses | 202,598 | 163,406 | 202,684 | 163,492 | | Total Expenses | 243,882 | 198,460 | 244,120 | 198,846 | | Profit Before Tax | 39,608 | 31,571 | 39,733 | 31,804 | | Profit for the Year | 29,627 | 24,886 | 31,748 | 23,070 | |Total Comprehensive Income | 30,104 | 23,321 | 32,310 | 21,533 | The revenue and other income showed a growth of 23.24% compared to the previous year. The Company's profit for the year increased from INR 24,886 million to INR 29,627 million. The company did not recommend any dividend. **Share Capital:** As of March 31, 2023, the authorized capital was INR 19,261.1 million, while the issued and paid-up capital stood at INR 592.7 million. **Subsidiaries and Branches:** The Company has two subsidiaries and four branches. Amalgamation of Aricent Technologies (Holdings) Limited with the Company is completed. Standalone and consolidated financial statements are available on the company website. **Related Party Transactions:** The company has historically undertaken related party transactions in the ordinary course of business and at arm's length. **Business Activities:** The company is a leading provider of IT services globally. **Corporate Governance:** The company emphasizes fairness for every stakeholder and believes in sound corporate governance. **Investor Education and Protection Fund (IEPF):** Details of shares transferred to IEPF are available on the company website. Members can claim unclaimed dividends/shares by applying to the IEPF Authority. **Equity Shares in Unclaimed Suspense Account:** As of March 31, 2023, there were 185 shareholders with 14,769 shares in the unclaimed suspense account. **Green Initiative:** The company promotes environmental initiatives and encourages stakeholders to register their email addresses for electronic communication. **Directors and Key Managerial Personnel:** Lists independent directors, appointments (Ms. Anne Lebel), resignations (Mr. Hubert Giraud), and re-appointments (Mr. Ashwin Yardi). **Board Meetings:** The Board met six times during the financial year. **Committees of the Board:** Includes details of the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee and the number of meetings held by each. **Annual Evaluation of Performance:** The Board conducted an annual evaluation of its own performance, its committees, and individual directors. **Risk Management Policy:** The company has a risk management policy that sets out the principles and processes for managing risks. **Vigil Mechanism:** The company has a Code of Ethics and Business Conduct, applicable to employees and directors. **Secretarial Standards:** The company has complied with all applicable mandatory secretarial standards. **Directors' Responsibility Statement:** Confirms adherence to accounting standards, proper maintenance of records, and effective internal financial controls. **Human Resources:** The company had a total manpower of 163,289 as of March 31, 2023, and invests in continuous skills development. **Auditors:** Details on the internal auditor, statutory auditor (Price Waterhouse Chartered Accountants LLP), and secretarial auditor (Kaushik M. Jhaveri & Co.) are provided. **Annual Return:** The annual return is available on the company's website. **Cost Records and Cost Audit:** Not applicable to the company's business activities. **Internal Financial Controls:** The company has adequate internal financial control commensurate with its size and nature of business, and these are routinely tested. **Corporate Social Responsibility:** The company is committed to CSR and carries out activities in line with focus areas. A brief report is in Annexure V. **Conservation of Energy, Technology Absorption, Foreign Exchange:** Details provided on conservation of energy, technology absorption (no technical collaborations), foreign exchange earnings (INR 248,435 million) and outgo (INR 8,984 million). **Other Disclosures:** Acquisition of Altran Technologies India Private Limited; No significant and material orders affecting the company's going concern status; Details of postal ballot conducted; No instances of fraud reported by auditors; No corporate insolvency resolution process initiated; Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (14 complaints received and addressed). **Acknowledgements and Appreciation:** The Directors express appreciation to customers, shareholders, bankers, and employees. **Annexures:** Include statements on the financial statements of subsidiaries, related party transactions, remuneration policy, secretarial audit report, and CSR activities.

Capgemini Technology Services India Limited Unlisted Shares

Annual Report 2021-22 The annual report of Capgemini Technology Services India Limited for the financial year 2021-22 includes the notice for the 29th Annual General Meeting (AGM) scheduled for September 27, 2022, to be held via video conferencing (VC) or other audio-visual means (OAVM). The AGM agenda includes: * Adoption of Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2022, along with the Board's and Auditor's reports. * Re-appointment of directors retiring by rotation: Mr. Ashwin Yardi, Ms. Aruna Jayanthi, Mr. Hubert Giraud, Mr. Paul Hermelin, Mr. Aiman Ezzat, and Ms. Maria Pernas. * Appointment of Ms. Shobha Meera as a Non-Executive Director. Notes regarding the AGM: * The meeting is being held virtually due to the COVID-19 pandemic. * Proxy appointments are not available for this AGM. * Institutional/Corporate members must send a certified copy of the Board Resolution authorizing their representatives. * Members attending via VC/OAVM will be counted for quorum. * Electronic voting will be used; instructions are provided in the notice. * Directors recommend the re-appointment of retiring directors. * Documents are available for electronic inspection by emailing cgcompanysecretary.in@capgemini.com. * Registers of Directors/Key Managerial Personnel and contracts will be available electronically during the AGM. * The Register of Members and Share Transfer Books will be closed from September 21 to September 27, 2022. * Members are requested to update their contact information with Depository Participants (for electronic shares) or the Company/Registrar (for physical shares). * The AGM notice and Annual Report are sent electronically to members with registered email addresses and are hosted on the company website. E-voting information: * E-voting is available for members to cast votes electronically on the resolutions. * Mr. Shailesh Indapurkar is appointed as scrutinizer for the e-voting process. * E-voting rights are determined by shareholding as of September 21, 2022. * Instructions for accessing e-voting systems are provided for members holding shares in demat mode with NSDL or CDSL, and for those holding shares in physical or dematerialized form. * Helpdesk details are provided for technical issues related to NSDL/CDSL login. * Detailed instructions for e-voting, including password change, vote submission, and corporate member requirements, are outlined. * The e-voting portal will be open from September 24 to September 26, 2022. Joining the AGM through VC/OAVM: * The company will provide VC/OAVM facility for participating at the AGM through https://emeetings.kfintech.com/ * Members can register to express their views or ask questions during the AGM. * Only those present in the AGM through VC/OAVM who have not cast their vote through remote e-voting are eligible to vote in the AGM using Insta Poll. Board's Report: The Board of Directors presents the Twenty Ninth Board's Report and the Audited Financial Statements for the year ended March 31, 2022. The financial performance includes both standalone and consolidated figures in INR million, comparing 2021-22 against 2020-21. * Revenue from operations grew from 149,880 (Standalone) and 176,483 (Consolidated) in 2020-21 to 199,043 (Standalone) and 226,288 (Consolidated) in 2021-22. * Profit for the year increased from 14,802 (Standalone) and 16,883 (Consolidated) to 20,227 (Standalone) and 23,070 (Consolidated). Key points from the Board's Report: * No amount was transferred to General Reserves. * No dividend is recommended. * Particulars of investments are disclosed in the financial statements, and no loans or guarantees were given under Section 186 of the Companies Act, 2013. * The Company has not accepted any deposits. * COVID-19 initiatives: included employee support, vaccination programs, infrastructure support to government hospitals, provision of dry grocery kits and cooked meals, installation of oxygen plants, establishment of tele-ICU service, development of antigen and antibody-based Covid test kits, mental health counseling helpline, medicines, therapy, food, counselling, and psychosocial support to underprivileged communities * The company has three (3) subsidiaries and no associates or joint venture companies. * The standalone and consolidated financial statements, along with relevant documents, are available on the company website. * Amalgamation: Solcen Technologies Private Limited with the Company is completed. Scheme of Amalgamation has been filed with National Company Law Tribunal to amalgamate Aricent Technologies (Holdings) Limited, subsidiary of the Company with the Company. * Related Party Transactions: Related party transactions are conducted at arm's length. * Business Activities: The company provides IT services. * Corporate Governance: The Board aims to ensure fairness for every stakeholder. * Investor Education and Protection Fund (IEPF): Shares already transferred to the IEPF are available on website. * Dematerialization of Shares: 99.99% of shares are held in dematerialized form. * Green Initiative: Shareholders requested to register email addresses and bank account details. * Independent Directors: The Independent Directors have submitted declarations. * Appointments: Ms. Shobha Meera was appointed as an Additional Director. * Resignations: Mr. Srinivasa Rao Kandula resigned. * Reappointment of Directors: Mr. Ashwin Yardi, Ms. Aruna Jayanthi, Mr. Hubert Giraud, Mr. Paul Hermelin, Mr. Aiman Ezzat and Ms. Maria Pernas are eligible for re-appointment. * Board Meetings: The Board met seven times. * Committees of the Board and their Composition: The Board has four committees. * Annual Evaluation of the Performance of the Board, its Committees and of Individual Directors: The Board has carried out an annual evaluation. * Directors' Appointment and Remuneration Policy: A policy is in place. * Risk Management Policy: A Risk Management Policy is established. * Vigil Mechanism: A Code of Ethics and Business Conduct (Code) which is applicable to its Employees and Directors is established. * Secretarial Standards: The Company has complied with all applicable mandatory secretarial standards. * Directors' Responsibility Statement: A statement confirming that the directors followed requirements under Section 134 (5) of the Act. * Human Resources: The company has a strong talent management processes to nurture employee careers, groom future leaders and create a high performance workforce. * Auditors: Price Waterhouse Chartered Accountants LLP were appointed as the Statutory Auditors. * Secretarial Audit: The Secretarial Audit Report is enclosed and does not contain any qualification, reservation, adverse remark or disclaimer. * Annual Return: The Annual Return as on 31 March 2022 is available on the website. * Cost Records and Cost Audit: Maintenance of cost records and requirement of cost audit are not applicable for the business activities. * Internal Financial Controls: An adequate internal control system is in place. * Corporate Social Responsibility: The Company has been committed to Corporate Social Responsibility (CSR). * Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: Details are given. * Material Changes and Commitments Affecting Financial Position between end of the Financial Year and Date of Report: There have been no material changes. * Significant and Material Orders: There are no significant and material orders passed by the Regulators or Courts or Tribunals. * Postal Ballot: Approval to provide loan/financing assistance to employees to subscribe to Capgemini SE Employee Stock Ownership Plan, 2021 * Reporting of Frauds by Auditors: No instances of fraud were reported. * Corporate Insolvency Resolution Process Initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC): No such activities occurred. * Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: The company had received 8 complaints on sexual harassment, all investigated and disposed of. * Acknowledgements and Appreciation: * The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. The report includes annexures detailing the salient features of subsidiaries' financial statements (Form AOC-1), details of related party transactions (Form AOC-2), the directors' appointment and remuneration policy, the secretarial audit report, and CSR initiatives. The financial statements, notes, and disclosures for both standalone and consolidated results are presented in detail, covering various aspects of the company's financial position, performance, and cash flows, along with explanations of accounting policies, judgements, and estimates.

Capgemini Technology Services India Limited Unlisted Shares

Annual Report 2020-21: Summary of Capgemini Technology Services India Limited The document is the annual report for Capgemini Technology Services India Limited for the financial year 2020-21. The Twenty Eighth Annual General Meeting will be held on Wednesday, 29 September 2021 at 3:00P.M. through Video Conferencing. **Board of Directors & Committees:** * Lists the names and designations of the Board of Directors, including Mr. Srinivasa Rao Kandula (Wholetime Director and Chairman) and Mr. Ashwin Yardi (Wholetime Director and Chief Executive Officer) * Details the composition of various Board Committees such as the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee, along with their respective chairpersons and members. * Auditors - Price Waterhouse Chartered Accountants LLP * Registrar & Share Transfer Agent - Kfin Technologies Private Limited **Annual General Meeting (AGM) Information:** * The 28th AGM will be held via video conferencing (VC) or Other Audio Visual Means (OAVM) due to COVID-19 restrictions. Physical presence of members is dispensed with. * The notice includes details regarding ordinary and special business to be transacted at the AGM, including the appointment and re-appointment of directors. * Details on the process for institutional/corporate members to authorize representatives, e-voting instructions (through NSDL and KFin), and procedures for joining the AGM through VC/OAVM are provided. * It mentions that Mr. Srinivasa Rao Kandula, Mr. Ashwin Yardi, Ms. Aruna Jayanthi, Mr. Hubert Giraud, and Mr. Paul Hermelin are retiring by rotation and are eligible for re-appointment. * It proposes the appointment of Mr. Aiman Ezzat and Ms. Maria Pernas as Non-Executive Directors, subject to member approval. **Financial Performance (INR in million):** The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS). * **Standalone:** Revenue from operations was INR 149,707 in 2020-21, compared to INR 147,135 in 2019-20, a growth of 0.3%. Profit for the year was INR 14,789, down from INR 15,697 in the previous year. * **Consolidated:** Revenue from operations was INR 176,483 in 2020-21, compared to INR 151,715 in 2019-20. Profit for the year was INR 16,901, up from INR 16,569 in the previous year. * The authorized share capital is INR 2,859,000,000 and the issued and paid-up capital is INR 591,395,000. **Subsidiaries and Amalgamations:** * As of March 31, 2021, the company has five subsidiaries. * Annik UK Limited is under liquidation. * Dalian Liquidhub Consulting Services Limited Company was liquidated with effect from 15 October 2020. * Details the completion of the amalgamation of IGATE Infrastructure Management Services Limited and Liquidhub India Private Limited & Liquidhub Analytics Private Limited with Capgemini Technology Services India Limited, respectively, with the respective effect dates. **Other Key Points:** * The Board of Directors has decided not to recommend any dividend for the financial year 2020-21. * Purchase of 100% stake in Solcen Technologies Private Limited and 98.25% stake in Aricent Technologies (Holdings) Limited during the year. * The company dematerialized 99.99% of its shares. * Related party transactions have been conducted at arm's length. * The company describes related party transactions, business activities, corporate governance practices, and initiatives for investor education and protection. * The company aims to drive environmental initiatives. * Details of appointed and resigned directors. * Mr. Thierry Delaporte resigned, and Mr. Aiman Ezzat and Ms. Maria Pernas were appointed as Additional Directors during the period. * There were 16 complaints on sexual harassment received during the financial year, all of which were investigated and disposed. * Describes the company's commitment to Corporate Social Responsibility (CSR) and details CSR activities undertaken during the year. The CSR policy can be found on the company website. * The company is continuing to operate according to COVID-19 guidelines. * The company is investing in energy-efficient technologies and renewable energy sources. * Details regarding postal ballots conducted during the year and the resolutions passed are provided. * There were no instances of fraud reported by auditors. **Financial Statement Analysis:** * Independent Auditors' Report expresses an unmodified opinion on the standalone and consolidated financial statements. * Details the nature of the audit, basis for the opinion, key audit matters, and the responsibilities of management and auditors. * Annexure A provides the auditor's report on internal financial controls. * Annexure B provides the report on the Companies (Auditors Report) Order, 2016. * The report confirms compliance with applicable secretarial standards. * Directors' Responsibility Statement confirms adherence to accounting standards and maintenance of adequate records. **Appendices and Schedules:** * Includes Annexures detailing financial statements of subsidiaries, related party transactions, remuneration policy, secretarial audit report, and CSR activities. The document includes detailed standalone and consolidated financial statements with notes, providing a comprehensive overview of Capgemini Technology Services India Limited's performance and operations during the fiscal year 2020-21.