Annual Report Summary
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.
