Annual Report 2019 20

ANNUAL REPORT
2019 - 20
TECHNOLOGY + DESIGN
FINANCIAL
HIGHLIGHTS
TOTAL INCOME PROFIT AFTER TAX EARNINGS PER SHARE BOOK VALUE
1668.27 256.10 41.12 175.03

` CRORES ` CRORES `/ SHARE `/ SHARE
CONTENTS
03 Notice 11
Technology + Design Directors' Report including Management Discussion and Analysis 17
04 Affirmation regarding Compliance with the Code of Conduct 28
Board of Directors Business Responsibility Report (BRR) 29
05 Annual Report on Corporate Social Responsibility 36
Message from the Annual Return Extract In Form MGT – 9 40

Chairman
Secretarial Audit Report 46
06 Compliance Report on Corporate Governance 49
Key Services Independent Auditor's Certificate on Corporate Governance 64
Independent Auditor's Report 65
Balance Sheet 74
Statement of Profit and Loss 75
Statement of Changes in Equity 76
Statement of Cash Flow 77
Notes forming part of the financial statements 79
Significant three years' highlights 116

ANNUAL REPORT 2019 - 20
TECHNOLOGY + DESIGN
Technology convergence and digital technologies

are creating new opportunities to impact
customer experience and drive growth.
Brands and businesses need to understand their

end consumers deeply, derive insights into their
needs, and then translate these into products and
services that allow simple, meaningful and, great
experiences in order to drive strategic and
sustainable growth.
Our integrated technology and design teams help

enterprises re-imagine their products and
services in this age of digital - from strategy,
consumer research and insights, to service and
experience design, technology implementation,
integration, launch and beyond.
Technology + Design | 03
BOARD OF DIRECTORS
as on April 20, 2020
Mr. N G SUBRAMANIAM Mrs. S GOPINATH Prof. M S ANANTH

Chairman Independent Director Independent Director
Mr. SUDHAKAR RAO Mr. ANKUR VERMA MANOJ RAGHAVAN

Independent Director Director CEO & Managing Director
COMMITTEES
Audit Stakeholders’ Relationship Corporate Social Responsibility

Mrs. S Gopinath Mr. Sudhakar Rao Mr. Sudhakar Rao
Chairperson Chairman Chairman
Prof. M S Ananth Prof. M S Ananth Mrs. S Gopinath
Mr. Ankur Verma Mr. Manoj Raghavan Mr. Manoj Raghavan
Nomination & Remuneration Risk Management Chief Financial Officer

Mrs. S Gopinath Mr. Sudhakar Rao Mr. H V Muralidharan
Chairperson Chairman
Company Secretary
Mr. N G Subramaniam Mr. N G Subramaniam
Mr. G Vaidyanathan
Mr. Sudhakar Rao Mr. H V Muralidharan
Auditors Registered & Corporate Office Registrars & Share Transfer Agents
BSR & Co. LLP Tata Elxsi Limited TSR Darashaw Consultants Pvt. Ltd
Chartered Accountants ITPB Road Whitefield 6-10, Haji Moosa, Patrawala Ind.
Bengaluru - 560 048 Estate 20, Dr. E. Moses Road
India Mahalaxmi, Mumbai - 400 011
Email: [email protected]
04 | Board of Directors
MESSAGE FROM THE
CHAIRMAN
Dear Shareholder,
I hope you and your family are In the past couple of months, we presenting us with opportunities to
staying safe and healthy, amidst were compelled to work in new engage with customers.
this Coronavirus pandemic. ways and operating models at such
a large scale with such short Your management team is working
Your Company prioritised notice. We were agile and nimble in towards capturing every
employee safety and worked adapting to these changes. opportunity that comes our way
towards delivering resilience and What is more pleasing is that we and are geared to partner with our
continuity of our services to our have not let any of this hamper customers in their new agenda.
clients at large, in the difficult our customer commitments.
environment in recent times. We recognize the importance of
Our customers have come back ensuring that your company is a
Your Company reported a modest appreciating and thanking us for place where employees feel safe,
growth of 1.7 % in total income in transitioning with minimum or no cared for, and supported in ways
FY19-20, while profit before tax disruptions whatsoever and that enable them to do their best,
declined by 18.7 % as compared to standing by them in difficult times. and enhance their lives and the
FY18-19. lives of those around them.
Even as we step into the new
To set the context for this financial year, the spread of the I would like to extend my gratitude
performance during the Covid-19 pandemic across key to our management team, staff,
year under review, your Company geographies that your Company and business associates for their
faced headwinds in the operates in, presents us with commitment and contribution
automotive industry segment business challenges, economic towards Tata Elxsi.
at the start of the year which lockdowns, foreign exchange rate
led to a significant impact. volatility etc at least for the short I take this opportunity to also
term. record my appreciation for my
However, your Company’s fellow directors for guiding the
diversification strategy resulted in The next couple of quarters are company amidst the tough
new customer acquisitions, expected to be difficult, but our operating environment.
entering new industry segments strong relationship with customers,
and redeployment of resources. and passionate team that is I am pleased to inform you that
servicing them and our design led your Board of Directors has
Our diversification strategy is services will enable us to come out recommended a final dividend of
yielding results, and automotive of this crisis strongly. 165% for your consideration.
segment contributes now less
than half of our revenues. As we exit this crisis, the world will Last but not the least, on behalf of
be different; consumer habits, the entire Board of Directors and
We have expanded our offerings preferences and consumption the management team, I would like
across verticals and strengthened patterns will change. The way that to thank you for your continued
our footprint in key markets, brands and businesses operate, trust, guidance and support.
coupled with excellent operational market, sell, deliver and service
management. their customers will change, N G Subramaniam
Message from the Chairman | 05

KEY S E RV ICE S ANNUAL REPORT 2019 - 20
TECHNOLOGY
SERVICES AND
PRODUCT
ENGINEERING
RoboTaxi - A concept vehicle

integrates AEye’s iDAR with
Tata Elxsi’s Autonomai to
create a fully autonomous
vehicle
Tata Elxsi works with leading OEMs

Our AR-V2X is a and suppliers in the automotive
and transportation industries for
first-of-its-kind solution that
R&D, design and product
fuses the concept of engineering services from
Augmented Reality and architecture to launch and beyond.
Connected Car testing We work with leading car
manufacturers and suppliers, in
developing electronics and
software for powertrain,
SILVER
infotainment, connectivity, active
Best Validation/ safety, and comfort and
Simulation Tool convenience.
06 | Key Services
K E Y S E RV I C E S ANNUAL REPORT 2019 - 20
Tata Elxsi addresses the complete

product development lifecycle
from R&D, new product
development and testing to
maintenance engineering for
Broadcast, Consumer Electronics,
and Communications.
With the penetration of
high-speed internet, smart devices
and content flooding in the
market, the borders between
entertainment, media, and
telecommunications have
dissolved. New services such as
smart, connected homes and OTT
Tata Elxsi's Medical Device and
are creating new revenue
Healthcare practice work with
opportunities for operators and
leading medical device OEMs and
broadcasters.
technology companies for market
We work with leading research and human factor
broadcasters and operators to engineering, hardware and software
create solutions for smarter living, engineering, verification and
engaged entertainment and a validation, regulatory standards and
digital future driven by IoT, compliance requirements along with
analytics and artificial intelligence technologies such as artificial Innovation - Fixed Dose Pen for
thereby enabling new revenue intelligence, cloud and IoT. Drug Delivery
streams and enhanced customer
Tata Elxsi’s Medical Device and
experience.
Healthcare practice is ISO 13485
certified.
Key Services | 07
INDUSTRIAL DESIGN
AND
VISUALIZATION
India's Best Design Awards

(IBDA) for:
Packaging Design
Sunny Sun-lite refined
sunflower oil jar
Product Design
Orient Ultimo Tower Cooler
Sunny
Sun-lite refined
sunflower oil jar
Mobil Drive X – An immersive platform for meaningful

engagement with customers
Tata Elxsi helps customers create Our services span across consumer
innovative products, services, and research and strategy, branding
experiences to build brands and and graphics, product design,
help businesses grow. service design, user experience
By intersecting design and design, transportation design,
technology, we help clients 3D-prototyping, visualization and
globally to bring new ideas and manufacturing support.
Orient Ultimo Tower Cooler products to market.
08 | Key Services
K E Y S E RV I C E S ANNUAL REPORT 2019 - 20
DESIGN
AWARD
2020
Together with our clients

we simplify and enhance iF Design Award
service value by for our innovative
analyzing problems,
identifying opportunities, and exceptional
improving processes and design concept for
creating unified a Mixed Reality
solutions, meaningful (MR) Based Smart
interactions, spaces, and Assistive Wearable
products.
Device
Key Services | 09
SYSTEMS
INTEGRATION
SERVICES
Tata Elxsi implements and emerging digital technology needs

We are among the first integrates complete systems and with our customers, including
and most experienced solutions for specialized Professional services for cloud and
applications such as Experience infrastructure management,
system integration service Centers, Training and Safety, and Virtual Reality (VR), 3D Printing
providers in India Design Visualisation. and Robotics.
We continue to strengthen our
solution portfolio to address
Experience Center for Tata Chemicals, Pune
10 | Key Services
NOTICE
Notice is hereby given that the THIRTY FIRST ANNUAL GENERAL MEETING of TATA ELXSI LIMITED will be held on Tuesday,
July 21, 2020 at 12:30 pm., through Video Conference (VC) or Other Audio Visual Means (OAVM) to transact the following
business:
Ordinary Business
1. To consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2020, together with
the Reports of the Board of Directors and the Auditors thereon.
2. To declare dividend on equity shares for the financial year 2019-20.
3. To appoint a Director in place of Mr. Ankur Verma who retires by rotation and, being eligible, offers himself for
re-appointment.
Bengaluru, June 05, 2020 By Order of the Board
Registered Office: G. Vaidyanathan

ITPB Road, Whitefield, Company Secretary
Bengaluru - 560 048.
CIN: L85110KA1989PLC009968
Notes:
1. In view of the current extraordinary circumstances 4. The Members can join the AGM in the VC/OAVM
caused by the Covid-19 pandemic, the Ministry of mode thirty minutes before the scheduled time of
Corporate Affairs (“MCA”) has vide its circular dated the commencement of the Meeting by following the
May 5, 2020 read with circulars dated April 8, 2020 procedure mentioned in the Notice. The facility of
and April 13, 2020 (collectively referred to as “MCA participation at the AGM through VC/OAVM will be
Circulars”) permitted the Companies to hold their made available to at least 1000 members on first come
Annual General Meeting (“AGM”) through VC / OAVM, first served basis.
without the physical presence of the Members at a
common venue. In compliance with the provisions 5. Members attending the AGM through VC / OAVM shall
of the Companies Act, 2013 (“Act”), SEBI (Listing be counted for the purpose of reckoning the quorum
Obligations and Disclosure Requirements) Regulations, under Section 103 of the Act.
2015 (“SEBI Listing Regulations”) and MCA Circulars, 6. Members desirous of seeking information in respect of
the current AGM of the Company is being held through Accounts of the Company are requested to send their
VC / OAVM. The deemed venue for the 31st AGM will queries to [email protected] on or before July 15,
be the registered office of the Company. 2020.
2. The relevant details, pursuant to Regulations 26(4) 7. During the 31st AGM, Members may access the scanned
and 36(3) of the SEBI (Listing Obligations and copy of the Register of Directors and Key Managerial
Disclosure Requirements) Regulations, 2015 (“SEBI Personnel and their shareholding maintained under
Listing Regulations”), in respect of Director(s) seeking section 170 of the Act and the register of contracts and
appointment/re-appointment at this AGM is annexed. arrangements in which the Directors are interested,
3. Since this AGM is being held pursuant to the MCA maintained under section 109 of the Act,
Circulars through VC / OAVM, physical attendance of upon logging in to NSDL e-voting system at
Members has been dispensed with. Accordingly, the https://www.evoting.nsdl.com
facility for appointment of proxies by the Members will 8. In case of joint holders, the Member whose name
not be available for this AGM and hence the Proxy Form
appears as the first holder in the order of names as
and Attendance Slip are not annexed to this Notice.
per the Register of Members of the Company will be
However, Body Corporates are entitled to appoint
entitled to vote at the AGM through e-voting.
authorised representatives to attend the AGM through
VC/OAVM and participate thereat and cast their votes 9. Register of Members and Transfer Books of the
through e-voting. Company will remain closed from July 15, 2020 to
Notice | 11
July 21, 2020 (both dates inclusive) for the purpose of 14. Members are requested to intimate changes, if any,
determining the shareholders entitled to the Dividend pertaining to their name, postal address, email address,
as recommended by the Board of Directors for the year telephone/ mobile numbers, Permanent Account
ended March 31, 2020. Number (PAN), mandates, nominations, power of
attorney, bank details such as, name of the bank and
10. If the dividend, as recommended by the Board of
branch details, bank account number, MICR code,
Directors, is approved at the AGM, payment of such
dividend will be made as under: IFSC code, etc., to their DPs in case the shares are
held by them in electronic form and to the Company’s
i. To all Beneficial Owners in respect of shares held Registrars and Transfer Agents, TSR Darashaw
in dematerialized form as per the data as may Consultants Private Limited for shares held in physical
be made available by the National Securities form, with relevant documents that may be required.
Depository Limited (NSDL) and the Central
Depository Services (India) Limited (CDSL) as of 15. In view of the COVID-19 pandemic and resultant
the close of business hours on July 14, 2020. difficulties involved in dispatch of physical copies of the
Annual Report, the MCA, vide its Circular dated May 5,
ii. To all Members in respect of shares held in physical 2020 has dispensed with the requirement of dispatch
form after giving effect to valid transmission or of physical copies of the Annual Report. Acccordingly,
transposition requests lodged with the Company as the Notice of the AGM along with the Annual Report
of the close of business hours on July 14, 2020. 2019-20 is being sent only by electronic mode to those
11. As per Regulation 40 of SEBI Listing Regulations, Members whose email addresses are registered with
as amended, securities of listed companies can be the Company/Depositories. Members may note that the
transferred only in dematerialized form with effect Notice and Annual Report 2019-20 will also be available
from April 1, 2019, except in case of request received on the Company’s website www.tataelxsi.com,
for transmission or transposition of securities. In websites of the Stock Exchanges i.e. BSE Limited and
view of this and to eliminate all risks associated with National Stock Exchange of India Limited at
physical shares and for ease of portfolio management, www.bseindia.com and www.nseindia.com respectively
members holding shares in physical form are requested and on the website of NSDL https://www.evoting.nsdl.
to consider converting their holdings to dematerialized com. For any communication, the shareholders may
form. Members can contact the Company or Company’s also send requests to the Company’s dedicated investor
Registrar and Transfer Agent TSR Darashaw Consultants email-id: [email protected]
Private Limited (TCPL) for assistance in this regard. 16. Members who have not claimed/received their dividend
12. The Securities and Exchange Board of India (SEBI) paid by the Company in respect of earlier years, are
has mandated the submission of Permanent Account requested to check with the Company’s Registrar and
Number (PAN) by every participant in securities Transfer Agent, TSR Darashaw Consultants Private
market. Members holding shares in electronic form Limited. Members are requested to note that in terms of
are therefore, requested to submit the PAN to their Section 125 of the Companies Act, 2013 any dividend
Depository Participant (“DP”) with whom they are unpaid / unclaimed for a period of 7 years from the
maintaining their demat account. Members holding date these first became due for payment, is to be
shares in physical form can submit their PAN details transferred to the Central Government to the credit of
to the Registrar and Transfer Agent – TSR Darashaw the Investor Education & Protection Fund (IEPF). The
Consultants Private Limited. details of the unclaimed dividends and the underlying
shares that are liable to be transferred to IEPF are also
13. As per the provisions of Section 72 of the Companies
available at the Company’s website –
Act, 2013 (the “Act”) the facility for making nomination
www.tataelxsi.com. In view of this, members/claimants
is available for the Members in respect of the shares
are requested to claim their dividends from the
held by them. Members who have not yet registered
Company, within the stipulated timeline. The Members,
their nomination are requested to register the same
whose unclaimed dividends/shares have been
by submitting Form No. SH-13. The said form can be
transferred to IEPF, may claim the same by making an
downloaded from the Company’s website
application to the IEPF Authority, in Form No. IEPF-5
www.tataelxsi.com (under ‘Investors’ section). Members
available on www.iepf.gov.in
are requested to submit the said details to their DP in
case the shares are held by them in electronic form and 17. Members at the 28th AGM of the Company, held on
to TSR Darashaw Consultants Private Limited, in case July 27, 2017 had approved the appointment of M/s
the shares are held by them in physical form. BSR & Co. LLP (Firm Regn. No. 101248W/W100022)
12 | Notice
as statutory auditors of the Company, to hold office casting the votes by the members using an electronic
for a period of five years, subject to ratification of voting system from a place other than venue of the
shareholders, from the conclusion of the 28th AGM till AGM (“remote e-voting”) will be provided by National
the conclusion of the 33rd AGM. Securities Depository Limited (NSDL).
The Ministry of Corporate Affairs vide its Notification II. The Company has appointed Mr. V Madan, Practicing
dated May 7, 2018 has dispensed with the requirement Company Secretary (CP 21778) as the Scrutinizer for
of ratification of Auditors appointment by shareholders providing facility to the members of the Company to
every year. Hence, the resolution relating to ratification scrutinize the voting during the meeting and remote
of Auditors’ appointment is not included in the Notice e-voting process, in a fair and transparent manner.
to the AGM. III. The facility for e-voting, shall also be made available
18. Pursuant to Finance Act 2020, dividend income will be during the AGM and Members attending the AGM
taxable in the hands of shareholders w.e.f. April 1, 2020 through VC/OAVM, who have not already cast their
and the Company is required to deduct tax at source vote by remote e-voting, may exercise their right to
from dividend paid to shareholders at the prescribed vote during the AGM through the NSDL portal which
rates. For the prescribed rates for various categories, the will be available for fifteen minutes post the conclusion
shareholders are requested to refer to the Finance Act, of the AGM.
2020 and amendments thereof. The shareholders are IV. The members who have cast their vote by remote
requested to update their PAN with the Company/TSR e-voting prior to the AGM can also participate in the
Darashaw Consultants Private Limited (in case of shares AGM through VC / OAVM, but shall not be entitled to
held in physical mode) and their respective Depository cast their vote through e-voting again.
Participant (in case of shares held in demat mode).
V. The voting rights of Members shall be in proportion to
19. A Resident individual shareholder with PAN, whose their shares in the paid-up equity share capital of the
dividend income during the year exceeds ` 5,000 and Company as on the cut-off date.
is not liable to pay income tax can submit a yearly
declaration in Form No. 15G/15H, to avail the benefit of VI. The remote e-voting period commences on July 17,
non-deduction of tax at source, by email to 2020 (9:00 am) and ends on July 20, 2020 (5:00 pm).
[email protected] by 06.00 PM (IST), During this period members of the Company, holding
July 05, 2020. Shareholders are requested to note shares either in physical form or in dematerialized form,
that in case their PAN is not registered, the tax will be as on the cut-off date of July 14, 2020, may cast their
deducted at a higher rate of 20%. vote by remote e-voting. The remote e-voting module
shall be disabled by NSDL for voting thereafter. Once
Non-resident shareholders can avail beneficial rates the vote on a resolution is cast by the member, the
under tax treaty between India and their country of member shall not be allowed to change it subsequently
residence, subject to providing necessary documents or cast the vote again.
i.e. No Permanent Establishment and Beneficial
Ownership Declaration, Tax Residency Certificate, The procedure to login to e-Voting website consists of two
Form 10F, any other document which may be required steps as detailed hereunder.
to avail the tax treaty benefits by sending an email Step 1 : Log-in to NSDL e-Voting system at https://www.
to [email protected]. The aforesaid evoting.nsdl.com/
declarations and documents need to be submitted by
the shareholders by 06.00 PM (IST), July 05, 2020. 1. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com
Voting through electronic means /either on a Personal Computer or on a mobile.
I. In compliance with provisions of Section 108 of the 2. Once the home page of e-Voting system is launched,
Companies Act, 2013, Rule 20 of the Companies click on the icon “Login” which is available under
(Management and Administration) Rules, 2014 as ‘Shareholders’ section.
amended by the Companies (Management and 3. A new screen will open. You will have to enter your User
Administration) Amendment Rules, 2015 and ID, your Password and a Verification Code as shown on
Regulation 44 of the SEBI (Listing Obligations and the screen.
Disclosure Requirements), Regulations 2015, the Alternatively, if you are registered for NSDL eservices
Company is pleased to provide members facility to i.e. IDEAS, you can log-in at https://eservices.nsdl.com
exercise their right to vote on resolutions proposed /with your existing IDEAS login. Once you log-in to
to be considered at the Annual General Meeting NSDL eservices after using your log-in credentials, click
(AGM) by electronic means and the business may be on e-Voting and you can proceed to Step 2 i.e. Cast
transacted through e-voting Services. The facility of your vote electronically.
Notice | 13
4. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Your User ID is:
Physical
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID
is 12****** then your user ID is IN300***12******
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12**************
then your user ID is 12**************
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered
with the Company
For example if folio number is 001*** and EVEN is
101456 then user ID is 101456001***
5. Your password details are given below: b) Physical User Reset Password?” (If you are holding
shares in physical mode) option available on
a) If you are already registered for e-Voting, then you
www.evoting. nsdl.com.
can use your existing password to login and cast
your vote. If you are still unable to get the password by aforesaid
two options, you can send a request at
b) If you are using NSDL e-Voting system for the first
[email protected] mentioning your demat account
time, you will need to retrieve the ‘initial password’
number/folio number, your PAN, your name and your
which was communicated to you. Once you retrieve
registered address.
your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change 7. After entering your password, tick on Agree to “Terms
your password. and Conditions” by selecting on the check box.
c) How to retrieve your ‘initial password’? 8. Now, you will have to click on “Login” button.
(i)
If your email ID is registered in your demat 9. After you click on the “Login” button, Home page of
account or with the company, your ‘initial e-Voting will open.
password’ is communicated to you on your
Step 2: Cast your vote electronically on NSDL e-Voting
email ID. Trace the email sent to you from
system
NSDL from your mailbox. Open the email
and open the attachment i.e. a .pdf file. The 1. After successful login at Step 1, you will be able to see
password to open the .pdf file is your 8 digit the Home page of e-Voting. Click on e-Voting. Then,
client ID for NSDL account, last 8 digits of click on Active Voting Cycles.
client ID for CDSL account or folio number
2. After clicking on Active Voting Cycles, you will be
for shares held in physical form. The .pdf
able to see all the companies “EVEN” in which you
file contains your ‘User ID’ and your ‘initial
are holding shares and whose voting cycle is in active
password’.
status.
(ii) If your email ID is not registered, please
3. Select “EVEN” of the Company, which is 112990
follow steps mentioned below in process for
those shareholders whose email ids are not 4. Now you are ready for e-Voting as the Voting page
registered opens.
6. If you are unable to retrieve or have not received the 5. Cast your vote by selecting appropriate options i.e.
“Initial password” or have forgotten your password: assent or dissent, verify/modify the number of shares
for which you wish to cast your vote and click on
a) Click on “Forgot User Details/Password?” (If you
“Submit” and also “Confirm” when prompted.
are holding shares in your demat account with
NSDL or CDSL) option available on 6. Upon confirmation, the message “Vote cast
www.evoting.nsdl.com. successfully” will be displayed.
14 | Notice
7. You can also take the printout of the votes cast by you two witnesses not in the employment of the Company
by clicking on the print option on the confirmation and make, not later than 48 hours of conclusion of the
page. AGM, a consolidated Scrutinizer’s Report of the total
votes cast in favour or against, if any, to the Chairman
8. Once you confirm your vote on the resolution, you will
or a person authorised by him in writing, who shall
not be allowed to modify your vote.
countersign the same.
General Guidelines for shareholders
4. The result declared along with the Scrutinizer’s Report
1. Institutional shareholders (i.e. other than individuals, shall be placed on the Company’s website
HUF, NRI etc.) are required to send scanned copy www.tataelxsi.com and on the website of NSDL
(PDF/JPG Format) of the relevant Board Resolution/ www.evoting.nsdl.com. The Company shall
Authority letter etc. with attested specimen signature of simultaneously forward the results to National Stock
the duly authorized signatory(ies) who are authorized Exchange of India Limited and BSE Limited, where the
to vote, to the Scrutinizer by e-mail to shares of the Company are listed.
[email protected] with a copy marked to
Process for registration of e-mail id for obtaining Annual
[email protected]
Report and User ID/password for e-voting and updation of
2. It is strongly recommended not to share your password bank account mandate for receipt of dividend:
with any other person and take utmost care to keep
i. For shares held in physical form - Send a request to the
your password confidential. Login to the e-voting
Registrar and Transfer Agents of the Company, TCPL
website will be disabled upon five unsuccessful
at [email protected] mentioning the Folio
attempts to key in the correct password. In such an
No., Name of shareholder, scanned copy of the share
event, you will need to go through the “Forgot User
certificate (front and back), PAN (self attested scanned
Details/Password?” or “Physical User Reset Password?”
copy of PAN card), AADHAR (self attested scanned
option available on www.evoting.nsdl.com to reset the
copy of Aadhar Card) for registering email address.
password.
Following additional details need to be provided in case
3. In case of any queries, you may refer the Frequently
of updating Bank Account Details:
Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the download a) Name and Branch of the Bank in which you wish to
section of www.evoting.nsdl.com or call on toll free no.: receive the dividend,
1800-222-990 or send a request at [email protected]
b) the Bank Account type,
Other Instructions
c) Bank Account Number allotted by their banks after
1. The voting rights of Members shall be in proportion to implementation of Core Banking Solutions
their shares in the paid-up equity share capital of the
d) 9 digit MICR Code Number, and
Company as on the cut-off date. A person, whose name
is recorded in the register of members or in the register e) 11 digit IFSC Code
of beneficial owners maintained by the depositories as
f) a scanned copy of the cancelled cheque bearing
on the cut-off date only shall be entitled to avail the
the name of the first shareholder.
facility of voting, either through remote e-voting or
voting at the AGM through electronic voting system or ii. For shares held in demat form - Please contact your
poll paper. Depository Participant (DP) and register your email
2. Any person, who acquires shares of the Company and address and bank account details in your demat
becomes a Member of the Company after mailing of the account, as per the process advised by your DP.
Notice and holding shares as of the cut-off date, may INSTRUCTIONS FOR MEMBERS ATTENDING THE AGM
obtain the login ID and password by sending a request THROUGH VC / OAVM :
at [email protected]. However, if he/she is already
registered with NSDL for remote e-voting then he/ 1. Members will be able to attend the AGM through VC
she can use his/her existing User ID and password for / OAVM or view the live webcast of AGM provided by
casting the vote. NSDL at https://www.evoting.nsdl.com by using their
remote e-voting login credentials and selecting the
3. The Scrutinizer shall, immediately after the conclusion
EVEN 112990 for Company’s AGM.
of voting at the AGM, first count the votes cast
during the Meeting, thereafter, unblock the votes cast Members who do not have the User ID and Password
through remote e-voting in the presence of at least for e-voting or have forgotten the User ID and Password
Notice | 15
may retrieve the same by following the remote e-voting email address mentioning their name, DP ID and Client
instructions mentioned in the Notice. Further Members ID/folio number, PAN, mobile number at
can also use the OTP based login for logging into the [email protected] until 5.00 PM IST, July 15, 2020.
e-voting system of NSDL. The facility to express views/ask questions during
the AGM shall be restricted only to those members
2. Facility of joining the AGM through VC / OAVM shall
who have pre-registered themselves as a speaker. The
open 30 minutes before the time scheduled for the
Company reserves the right to restrict the number of
AGM and will be available for atleast 1000 Members on
speakers depending on the availability of time for the
first come first served basis.
AGM.
3. Members who need assistance before or during the
AGM, can contact NSDL on [email protected],
Bengaluru, June 05, 2020 By Order of the Board
1800-222-990 or Ms. Sarita Mote at
[email protected] / + 91 22 24994890 or write to the
Company at [email protected]
Registered Office: G. Vaidyanathan
4. Members who would like to express their views or ask ITPB Road, Whitefield, Company Secretary
questions during the AGM may register themselves as a Bengaluru - 560 048.
speaker by sending their request from their registered CIN: L85110KA1989PLC009968
Annexure
Details of Director(s) seeking appointment / re-appointment at the Annual General Meeting
Particulars Mr. Ankur Verma

Date of Birth March 25, 1976
Date of appointment August 01, 2018
Qualifications B.E. (Mech); MBA (IIM, Calcutta)
Expertise in specific functional areas Investment Banking,
Capital Markets Corporate Strategy
Directorships held in other public companies (excluding foreign 1. Tata AIA Life Insurance Company Limited
companies and Section 8 companies) 2. Tata Capital Housing Finance Limited
3. Tata Teleservices Limited
4. Tata Teleservices (Maharashtra) Limited
5. Tata Sky Limited
6. Tata Autocomp Systems Limited
Memberships/Chairmanships of committees of other public Audit Committee:
companies (Audit Committee and Stakeholders’ Relationship 1. Tata AIA Life Insurance Company Limited
Committee considered)
2. Tata Capital Housing Finance Limited
3. Tata Teleservices Limited
5. Tata Sky Limited
Stakeholders’ Relationship Committee:
Number of shares held in the Company as on March 31, 2020 Nil
Mr. Ankur Verma is not related to any of the other Directors of the Company within the meaning of the term “relative” as per
section 2(77) of the Companies Act, 2013.
16 | Notice
DIRECTORS’ REPORT TO THE MEMBERS
1. Your Directors are pleased to present the Thirty First Annual Report on the business and operations of the Company along
with the Audited Statements of Accounts for the financial year ended March 31, 2020.
2. Result of Operations - Extract
` In Crores
2019-20 2018-19
Revenue from operations 1610 1597
Other income( Net) 58 43
Total Income 1668 1640
Profit before financial expenses, depreciation 401 458
Less: Financial expenses 6 -
Depreciation/ Amortization 43 25
Profit before tax 352 433
Tax expenses 96 143
Profit after tax for the year 256 290
Other Comprehensive income -4 -3
Total comprehensive income 252 287
Add: Profit brought forward 804 610
Transition impact of IndAs 116 3 0
Less: Dividend and Dividend Tax* 101 83
Transfer to General Reserve 10 10
Balance Profit carried to Balance Sheet 942 804
*Pertains to previous years
3. Dividend 5. Review of Operations

Your Directors recommend for your approval, a The total income during the year under review
dividend of 165% (`16.50 per share), subject to tax, for increased by 1.7 % from ` 1640 crores in the previous
the year ended March 31, 2020 on 6,22,76,440 equity year to ` 1668 crores.
shares of ` 10/- each fully paid-up, compared to 135%
(` 13.50/- per share) on 6,22,76,440 equity shares of The Profit Before Tax (PBT) was ` 352 crores against
` 10/- each fully paid-up in the previous year. ` 433 crores in the previous year. The Profit After Tax
(PAT) was ` 252 crores against ` 287 crores in the
This will involve an outgo of ` 102.76 crores (excluding previous year.
dividend distribution tax as the same is not applicable
from FY 2020-21) compared to ` 101.37 crores in the During the year under review, your Company continued
previous year, including dividend distribution tax. its momentum of growth despite the challenges it faced
in the Automotive sector, geo-political uncertainties,
The Company’s Dividend Distribution Policy (DDP) is considerable headwinds in the business environment
available in the Investors section of the company website: and currency volatility in some currencies coupled with
http://www.tataelxsi.com/investors/TataElxsi-dividend- the unprecedented Pandemic Covid-19 situation in mid
distribution-policy.pdf March 2020.
4. Reserves 6. Management Discussion and Analysis
Your Directors have approved a transfer of ` 10 crores
Industry Outlook
to the General Reserves for the year ended March 31,
2020, as against an amount of ` 10 crores transferred in As per Nasscom’s projections in February 2020, Indian
the previous year. IT services is slated to grow slower at 6.7% in FY2020.
Directors’ Report | 17
The industry is cautiously optimistic about the future Software Development and Services
due to global macroeconomic uncertainties.
This business grew by 1.3% from ` 1543 crores in the
Geopolitical risks and foreign exchange rate volatility, previous year to ` 1563 crores in FY20. The segment
coupled with some slowdown in key industries such profit decreased by 10% from ` 456 crores during the
as automobiles, continue to present challenges for last year to ` 410 crores in FY20.
growth in FY21. However, tech and digital spend by This segment was significantly impacted in the first
customers across verticals are set to increase, providing quarter of FY20 due to an unanticipated and sudden
opportunities for service companies to pivot themselves reduction in business volume from a key customer
and engage with customers. in the automotive sector, due to their business
Amidst all this, the spread of the COVID pandemic situation. The Company rallied to mitigate the impact
across key geographies and countries that your of this sudden reduction in revenues through a set
Company operates in, presents new challenges and of actions to drive growth through other customers,
business uncertainties across geographies and industry redeployment of the available team into other accounts,
and acceleration of new customer acquisition and
segments, at-least for the short term.
diversification strategies to de-risk revenue dependency
The automotive industry has seen a difficult year in from this particular customer.
2019 with global sales stagnant and even dipping in
Your company has done well in recovering from this
key markets. In the first quarter of CY2020, the industry
situation in the first quarter, with strong execution of
has been impacted significantly by COVID-19 for
its strategies and excellent operational management, to
both demand in China that is the world’s largest auto
grow strongly in the subsequent quarters.
market and as well as the supply chain for parts and
components which are manufactured in China. This is Customer experience continues to be a key focus for
expected to have an impact on R&D and engineering our customers across industries, and the increased
spend on new programs in the short and medium term. permeation of software, electronics, and digital
technologies enables bigger opportunities for
The media and telecom industry in general is expected innovation and differentiation in the delivery and
to be neutral to the impact of the pandemic, with personalization of the end-to-end customer experience.
certain services such as in-home connectivity, home
broadband and OTT services seeing higher uptake as This requires all the components right from strategy,
the white collar workforce shifts to work-from-home. customer insights to design, implementation and post-
Capex and technology spend may be muted for the delivery delight to be carefully packaged. Tata Elxsi
initial half year, but is expected to pick up subsequently. brings together this unique capability of integrated
design and technology teams across verticals, which
China’s deeply entrenched roots in the smartphone helps it stand out for its customers and helping deliver
and display industry is expected to impact the innovation for new products and services.
consumer electronics industry significantly. With
Your Company has been investing in key digital
the first few months of 2020 being impacted by dip
technologies over the past few years in areas such as AI
in sales globally as well as supply chain issues due
and Analytics, IoT and Automation, which have helped
to high dependence on China for key components enhance the service portfolio, not only for existing
supply and manufacturing, recovery in this segment is customers but also to win new customers across the
expected to stretch over the rest of the year. In general, world.
discretionary spending on consumer electronics goods
is expected to dip, thereby disrupting new product The software development and services segment
development and R&D investments in the short and consist of two business divisions that provide
medium term. technology and design services respectively to
customers across industries.
Demand for healthcare services will continue to
increase, with demand for online health consulting/ Embedded Product Design
telemedicine platforms picking up significantly. The Embedded Product Design (EPD) division
Business Analysis provides technology consulting, new product design,
development, and testing services for the automotive,
Our operations are classified into two business broadcast, consumer electronics, healthcare, telecom,
segments, i.e., Software Development & Services and and transportation industries. The key sectors
Systems Integration & Support. addressed by EPD include:
18 | Directors’ Report
Transportation
Tata Elxsi works with leading OEMs and suppliers Tata Elxsi’s AR-V2X is a first-of-its-kind solution that
in the automotive and transportation industries for fuses the concept of Augmented Reality and Connected
R&D, design and product engineering services from Car testing. This product is a result of the innovation
architecture to launch and beyond. Your Company and synthesis of Tata Elxsi’s capabilities in Automotive,
works with leading car manufacturers and suppliers, Communication, and Visual Computing technologies.
in developing electronics and software for powertrain, Your Company participated in leading trade shows
infotainment, connectivity, active safety, and comfort and events across geographies, such as the CES 2020
and convenience. (Consumer Electronics Show) in Las Vegas, Automotive
The dominant trends of Autonomous, Connected, Testing Expo in Chennai, and Europe ELIV in Germany,
Electric, and Shared Mobility (ACES) in the automotive where it showcased its capabilities and new product
market, are enabled by the advancement of technology offerings for autonomous vehicles, connected cars, and
next-gen infotainment.
in electronics and software. This will result in different
user behaviors and mobility preferences, shifting value Broadcast and Communications
pools, innovative business models, and new entrants Tata Elxsi addresses the complete product development
into the automotive sector. lifecycle from R&D, new product development and
The growing digitalization of the cockpit makes the testing to maintenance engineering for Broadcast,
connectivity of vehicles among the top trends in 2020. Consumer Electronics and Communications.
Connected cars are expected to evolve even further, With the penetration of high-speed internet,
providing enhanced personalization options to users smart devices and content flooding in the market,
that are similar to what they have come to expect from the borders between entertainment, media, and
their smartphones. telecommunications have dissolved. New services such
as smart, connected homes & OTT are creating new
Your Company has partnered with Tata Motors in
revenue opportunities for operators & broadcasters.
developing their unified Connected Vehicle Platform
that powers the Nexon EV range of electric cars. With Tata Elxsi works with leading broadcasters & operators
a collaborative approach, Tata Motors & Tata Elxsi to create solutions for smarter living, engaged
developed a cloud based IoT Platform which provides entertainment and a digital future driven by IoT,
Tata Motors with a common standard technology stack analytics and artificial intelligence thereby enabling new
that delivers the scalability and high performance revenue streams and enhanced customer experience.
required to support the entire range of electric, The availability of high-speed home internet, increased
commercial and passenger vehicles. penetration of smartphones and 4G connectivity has
Your company is investing in strengthening capabilities seen a proliferation of OTT consumption across the
in the development of Electric vehicles, including world. Many players in the TV value chain are reaching
control software development, battery management consumers directly. Content creators, traditional
systems, and validation. broadcasters, cable and MVPD companies are launching
their own Direct-to-Consumer (D2C) offerings and
We continue to invest in the development of IP in making their content available across a much-expanded
select areas, to create new monetization opportunities list of devices and platforms, to remain relevant.
and demonstrate expertise in specific areas of future
Your company has built differentiated capabilities to
growth.
support the development and launch of OTT services,
Your Company has licensed its AUTOSAR Software and is well poised to benefit from this long-term trend.
stack to Great Wall Motors, China’s largest SUV and Your Company has partnered with ZEE5, India’s largest,
pickup manufacturer. This will help accelerate the most comprehensive digital entertainment platform
development of connected autonomous and driverless offering the best of Originals, Indian and International
vehicles. This win also strengthens our presence in Movies and TV shows, Music, Live TV, and Health and
China, now the world’s largest automotive market. Lifestyle content - across 12 languages.
Your Company’s AR-V2X solution won the Silver at the Tata Elxsi has driven the integration of ZEE5 with the
AutoSens Awards in Germany, joining industry leaders video backend, multi-lingual front-end user experience,
such as Daimler and General Motors who also received and multi-CDN networks. At the device level, the Tata
this prestigious award in various categories. Elxsi teams have powered the next generation voice-
based user interfaces and integration across platforms Your Company has won its second iF Design Award this
including Android, iOS, Web as well as Android TVs. year after the first one in 2017. Tata Elxsi won this world
renowned award for design excellence, for its innovative
Your Company is actively building its ecosystem of and exceptional design concept for a Mixed Reality
partnerships with world-leading technology providers. (MR) Based Smart Assistive Wearable Device. These
It has been selected by Google Widevine as a Certified devices have been designed to help people with special
Widevine Implementation Partner for content needs such as Autism or Alzheimer’s to deal with social
protection. situations, which they might otherwise find difficult.
Your Company also works with leading telecom Your Company also won two ‘India’s Best Design
operators in their digital and network transformation Awards’ (IBDA) for Packaging Design for Sunny Sun-
journeys, supporting integration, workflow automation lite oil and Product Design for Orient Ultimo tower
and roll-out of new services. cooler.The jury recognized our work for innovative
design and the ability to solve customer pain-points
We continue to participate in leading international
through unique features we developed for each of these
industry events such as IBC (International Broadcasting
products. Going beyond the awards, both the products
Convention) in Amsterdam, SDNNFV India Congress
have been very well received in the market, reiterating
in Mumbai, Video Exchange Asia in Bangkok, and RDK
the impact our design made on driving strategic
Americas in Philadelphia to reiterate our established
business growth for our customers.
presence and brand in these markets.
Systems Integration and Support
Industrial Design and Visualization
During the year under review, our Systems Integration
Tata Elxsi helps customers create innovative products, & Support segment reported a turnover of ` 47 crores
services, and experiences to build brands and and profit of ` 6 crores.
help businesses grow. By intersecting design and
technology, we help clients globally to bring new ideas Your Company implements and integrates complete
and products to market. systems and solutions for specialized applications
such as Experience Centers, Training and Safety, and
Your Company’s services span across consumer Design Visualisation. This year, your Company executed
research and strategy, branding and graphics, product prestigious projects towards Experience Centers for
design, service design, user experience design, some of the best known corporates across sectors, and
transportation design, 3D-prototyping, visualization is poised to build on this success further.
and manufacturing support.
We continue to strengthen our solution portfolio to
Together with our clients we simplify and enhance address emerging digital technology needs with our
service value by analyzing problems, identifying customers, including Professional services for cloud and
opportunities, improving processes and creating infrastructure management, Virtual Reality (VR), 3D
unified solutions, meaningful interactions, spaces, and Printing and Robotics.
products. Threats, concerns, and risks
This business continues to deliver integrated services The COVID-19 outbreak isn’t just a massive pandemic
for customers along with the technology and software that the world worries about; it presents elevated levels
development business, enabling differentiation and of risk for global economies as well. Market intelligence
added value, even as it addresses independent design predicts businesses across the globe to be uncertain as
projects in other sectors such as FMCG and consumer China, US, UK and major European countries affected,
appliances. struggle to cope with the epidemic.
Your Company was selected by DishTV to develop The short and medium term outlook and impact of
‘Orbit’, the new user interface (UI) for both its brands COVID in the key industries that your company operates
DishTV & d2h. This enables subscribers with a seamless in, have been summarized under the industry outlook
TV and online viewing experience. The new interface section.
will leverage artificial intelligence and machine learning
Geopolitical risks and forex volatility are expected to
to make it easier to find content on TV where users are
play out for some time, and protectionist policies may
restricted to traditional remotes. In this project, both
impact business in certain geographies. However, the
the technology and design teams work seamlessly to
value proposition of your company of combining design
deliver this project for DishTV.
and technology to solve problems, deep technology Company, its compliance with operating systems,
capabilities, diversified talent pool, and execution accounting procedures and policies of the Company.
excellence that has been built over many years Your Company has appointed an external audit firm
continues to be relevant for today and the future. Deloitte Haskin & Sells LLP to provide an independent,
objective and reasonable assurance on the adequacy
A majority of your company’s revenue comes from
and effectiveness of the Company’s internal controls.
outside India in international currencies, and the
The audit firm periodically evaluates and tests the
majority of the delivery team is based in India. We have
efficacy and adequacy of internal controls. The internal
seen the weakening of the Rupee against US Dollar,
control systems also aim to strengthen the overall
while the depreciation against the British Pound and
assurance practices, processes and controls. Significant
Euro has been less marked. In any case, strengthening
audit observations and follow up actions thereon are
of these foreign currencies will only aid the company’s reported to the Audit Committee.
top-line and bottom-line.
Based on the internal audit reports, process owners
Tata Elxsi’s overseas revenue is mainly distributed undertake corrective actions in their respective
across Euro, British Pound and US dollar currencies, areas and thereby strengthen the controls. The
which provides us a natural hedge against possible Audit Committee approves the annual internal
currency risk from any single region. Your Company has audit plan, reviews the adequacy and effectiveness
also institutionalised a hedging policy to address any of the internal control system, significant audit
possible risks associated with global currencies. observations and monitors the implementation of audit
First and foremost, the management team is working recommendations.
diligently to ensure the health and well-being of our Risk Management
employees worldwide. We also in parallel, continue to Your company has developed and implemented a
update our business continuity plans to minimize any Board approved Risk Management Policy that ensures
disruptions to the services we deliver to our clients. appropriate management of risks which aligns with its
We have taken comprehensive measures to enable internal systems and culture. Moreover, it has a well
effective work from home for our employees, including defined Enterprise Risk Management (ERM) framework
workstations and laptops, secure remote network that is designed to enable risks identification,
access and collaboration tools. assessment, mitigation, monitoring and reporting. The
risk management process encompasses a spectrum of
Internal Control Systems and their adequacy
strategic, operational, financial, compliance and cyber
Your company has an Internal Control System, security risks that your company is exposed to. Further,
commensurate with the size, scale and complexity it is also embedded across all the major functions of
of its operations. To maintain its objectivity and the organisation. The Risk Management Committee,
independence, the Internal Auditor reports to the comprising of Directors and the Chief Financial Officer,
Chairman of the Audit Committee of the Board. The assist the Board in overseeing the responsibilities with
internal auditor monitors and evaluates the efficacy respect to identification, assessment and mitigation of
and adequacy of the internal control system in the these risks.
Financial Analysis
Particulars 2019-20 2018-19 Change over Percentage of Income

` In Crores previous year % 2019-20 2018-19
Sales and services 1610 1597 1 97 97
Other income 58 43 35 3 3
Total Revenues 1668 1640 2 100 100
Cost of sales 81 99 -18 5 6
Personnel expenses 951 843 13 57 51
Financial expenses 6 - - - -
Depreciation/ Amortization 43 25 72 3 2
Other expenses 235 240 -2 14 15
Total Expenditure 1316 1207 9 79 74
Profit before tax and exceptional items 352 433 -19 21 26
Tax expenses 96 143 -33 6 9
Profit after tax for the year 256 290 -12 15 18
Analysis of Overheads
Particulars 2019-20 2018-19 Variance %

` Crs ` Crs
Communication expenses 7.35 8.13 (9.59)
Inland travel and conveyance 7.90 8.53 (7.39)
Overseas travel 68.02 66.24 2.69
Advertisement and Sales Promotion 8.39 7.88 6.47
Legal and Professional Expenses 13.16 14.25 (7.65)
Consultant fees for software development 70.12 61.71 13.63
Significant Ratio Analysis
Sl. No. Particulars Unit 31.03.2020 31.03.2019

1 Earnings before interest, depreciation and tax/Sales % 24.90 28.67
2 Profit before tax/ Sales % 21.86 27.11
3 Profit after tax/ Sales % 15.90 18.16
4 Current Ratio* No. of times 5.53 5.36
5 Earnings per share Rupees 41.12 46.56
*Increase in Current Ratio is due to cash generation during the year resulting in higher cash and bank balances.
Human Resources confidentiality and protection of data and information.

To this effect, we have been assessed and certified for
Your Company recognizes the critical importance of its
ISO 9001:2015 and ISO 27001:2013. We are also certified
human capital. As a technology-led design Company,
for design and development of medical devices with
we continue to focus on attracting and retaining top
ISO 13485:2016 certification, and Automotive SPICE®
talent.
Level 5 certification for the transportation business. In
Your Company undertakes significant initiatives addition, our facilities now comply with the rigors of
to increase effectiveness and efficiency through ISO 45001:2018, an international standard on
Leadership training, Performance management, Talent Occupational Health and Safety. This year our
development, Employee engagement and Succession Trivandrum and Pune facilities were certified for TISAX
planning. Across the organization there are leadership (Trusted Information Security Assessment Exchange),
programs for all job levels, technical training programs a new assessment and exchange mechanism for
are hosted to up-skill and re-skill employees on the information security focused towards automotive
latest technologies, there are curated learning paths industry.
for all employees and employee engagement is at the
centre of everything we do. There are programs like Directors and Key Managerial Personnel
Future leaders to identify young aspiring talent early in Pursuant to the provisions of section 152 of the
their career and nurture that talent. Companies Act, 2013, Mr. Ankur Verma retires by
Your Company believes in Diversity & Inclusion and rotation and being eligible, offers himself for
is committed to the principle of Equal Employment re-appointment.
Opportunity for all employees. About 34% of our Mr. Madhukar Dev CEO & Managing Director retired
total workforce comprises of female employees, on October 01, 2019 in terms of the Tata Policy as
underscoring the emphasis that Tata Elxsi places on applicable to the Managing Directors and Executive
providing equal opportunities for its workforce. Our Directors. The Board placed on record their
total headcount was 6577 as of March 31, 2020. appreciation for the exemplary leadership of Mr. Dev
Quality initiatives during his services with the Company.
We have instituted quality processes in the execution of Mr. Manoj Raghavan who has been with the Company
our software development projects, and implemented for more than two decades has been appointed as the
robust information security management processes to CEO & Managing Director of the Company, for period of
assure our global customer base of the required level of 3 years from October 02, 2019 until October 01, 2022.
During the year under review, five (5) Board meetings Accordingly, pursuant to Section 134(5) of the
were held and have been well attended by the Companies Act, 2013, the Board of Directors, to the
Directors. The calendar of meetings for the year 2019- best of their knowledge and ability, confirm that:
20 had been circulated to all the directors detailing the
a. In the preparation of the annual accounts the
schedule of Board and Committee meetings during
applicable accounting standards had been followed
2019-20.
along with proper explanations relating to material
departures.
Pursuant to the provisions of Section 149 of the Act,
the Independent Directors have submitted declarations b. The Directors had selected such accounting
that each of them meet the criteria of independence policies and applied them consistently and made
as provided in Section 149(6) of the Act along with judgements and estimates that are reasonable and
Rules framed thereunder and Regulation 16(1)(b) of prudent so as to give a true and fair view of our
the Securities and Exchange Board of India (Listing state of affairs at the end of the financial year and
Obligations and Disclosure Requirements) Regulations, of our profit and loss for that period.
2015 (“SEBI Listing Regulations”). There has been no
c. The Directors had taken proper and sufficient
change in the circumstances affecting their status as
care, for the maintenance of adequate accounting
Independent Directors of the Company. Pursuant to
records, in accordance with the provisions of
Clause VII (1) of Schedule IV of the Companies Act,
Companies Act 2013, for safeguarding the assets
2013 the Independent Directors had a separate meeting
and for preventing and detecting fraud and other
on April 24, 2019.
irregularities.
During the year under review, the Non-Executive d. The Directors have prepared the annual accounts
Directors of the Company had no pecuniary relationship on a going concern basis.
or transactions with the Company, other than sitting
e. The Directors had laid down internal financial
fees, commission and reimbursement of expenses
controls to be followed by the Company and that
incurred by them for the purpose of attending meetings
such internal financial controls are adequate and
of the Board/Committee of the Company.
were operating effectively.
Pursuant to the provisions of section 203 of the f. The Directors have devised proper systems to
Companies Act, 2013, the Key Managerial Personnel ensure compliance with provisions of all applicable
(KMP) of the Company are Mr. Madhukar Dev, CEO & laws and that such systems were adequate and
MD (until October 01, 2019), Mr. Manoj Raghavan, CEO operating effectively.
& MD (w.e.f October 02, 2019); Mr. Muralidharan H.V,
8. Particulars on Remuneration
Chief Financial Officer (CFO) and Mr. G Vaidyanathan,
General Counsel & Company Secretary. Statement containing particulars of top 10 employees
and the employees drawing remuneration in excess of
7. Directors’ Responsibility Statement limits prescribed under Section 197 (12) of the Act read
with Rule 5(2) and (3) of the Companies (Appointment
Based on the framework of internal financial controls and Remuneration of Managerial Personnel) Rules, 2014
and compliance systems established and maintained by is provided in the Annexure forming part of this report.
the Company, work performed by the internal, statutory In terms of proviso to Section 136(1) of the Act, the
and secretarial auditors and the reviews performed Report and Accounts are being sent to the shareholders
by Management and the relevant Board Committees, excluding the aforesaid Annexure. The said Statement is
including the Audit Committee, the Board is of the also open for inspection at the Registered Office of the
opinion that the Company’s internal financial controls Company, up to the date of the ensuing Annual General
were adequate and effective during the financial year Meeting. Any member interested in obtaining a copy of
2019-20. the same may write to the Company Secretary.
Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are provided as under:
(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the
financial year:
Non-Executive Director Ratio to median remuneration

Mr. N G Subramaniam* -
Mrs. S. Gopinath 14.13
Prof. M.S. Ananth 9.38
Mr. Sudhakar Rao 8.75
Mr. Ankur Verma* -
Mr. Patrick McGoldrick (Upto July17, 2019)^ -
Executive Directors
Mr. Madhukar Dev, CEO & MD (upto October 01, 2019)^ -
Mr. Manoj Raghavan, CEO & MD (from October 02, 2019)^ -
For Non-Executive Director only Commission is considered.
*Being in full time employment with other Tata Company, is not eligible for commission.
^ since the information is part of the year, either current or past, the same is not comparable.
(ii) Percentage increase in the remuneration of the Directors and KMPs for the financial year:
Directors, CEO & Managing Director, Chief Financial Officer and Company % increase in the remuneration of
Secretary Directors/KMP in the Financial year
Mr. N G Subramaniam** -
Mrs. S. Gopinath (2.59)
Prof. M.S. Ananth 8.70
Mr. Sudhakar Rao (6.67)
Mr. Ankur Verma** -
Mr. Patrick McGoldrick (up to July 17, 2019)^ -
Mr. Madhukar Dev, CEO & MD (up to October 01, 2019)^ -
Mr. Manoj Raghavan, CEO & MD (from October 02,2019)^ -
Mr. Muralidharan H.V, CFO 10
Mr. G Vaidyanathan, Company Secretary 10
**Being in full time employment with other Tata Company, is not eligible for commission.
^ since the information is for the part of the year, either current or past, the same is not comparable.
(iii) The percentage increase in the median remuneration of The average increase in salaries of employees other
employees in the financial year: 3.33% than managerial personnel in 2019-20 was 10 %.
Percentage increase/(decrease) in the managerial
(iv) The number of permanent employees on the rolls of
remuneration for the year was (36.46%).
company: 6577 (including consultants)
(vi) The Company hereby affirms that the remuneration is
(v) Average percentile increase already made in the salaries
as per the remuneration policy of the company.
of employees other than the managerial personnel
in the last financial year and its comparison with the The Board has adopted a Remuneration Policy as
percentile increase in the managerial remuneration also the Charter for the Nomination & Remuneration
and justification thereof and point out if there are Committee (NRC). The Policy covers the Policy on
any exceptional circumstances for increase in the remuneration to our Managing Director, Key Managerial
managerial remuneration: Personnel and other officers. The Charter lays down the
Rights, Roles and Responsibilities of the NRC. A Policy The Board on the recommendation of CSR Committee
on Board diversity has also been adopted by the Board. adopted a CSR Policy. The same is available on
A comprehensive Governance Guidelines for Board Company’s website at https://www.tataelxsi.com/
effectiveness has also been adopted by the Board on investors/tata-elxsi-csr-policy.pdf. The CSR objectives
the recommendation of NRC. The Guidelines lay down are designed to serve societal, local and national goals
the following: in the locations that we operate in, create a significant
and sustained impact on local communities and provide
• Composition and Role of the Board (Role of the
opportunities for our employees to contribute to these
Chairman, Directors, size of the Board, Managing
efforts through volunteering.
Director, Executive Director, Non-Executive
Directors, Independent Directors, their term, tenure The Annual Report on the CSR initiatives undertaken
and directorship) by the Company as per the Companies (Corporate
Social Responsibilities Policy) Rules, 2014 is annexed
• Board appointment
as Annexure-D. The detail of the CSR Committee and
• Directors’ Remuneration (Guided by the its composition is given in section-7 of the Corporate
Remuneration Policy) Governance Report.
• Subsidiary Oversight 13. Corporate Governance
• Code of Conduct (Managing Director, Executive In terms of Regulation 34(3) and 53(f) of the SEBI
Director, Non-Executive Directors, Independent (Listing Obligations & Disclosure Requirements)
Directors) Regulations, 2015 the Corporate Governance Report,
the Management Discussion & Analysis, and the
• Board effectiveness review
Auditors’ Certificate regarding Compliance to Corporate
• Mandate of the Board Committee Governance requirements are part of this Annual
Report.
The Remuneration Policy and the Charter for NRC are
available at https://www.tataelxsi.com/investors/ 14. Related Party Transactions
nrccharter.pdf
All Related Party Transactions that were entered during
9. Conservation of Energy, Technology Absorption, the financial year were on an arm’s length basis and in
Foreign Exchange Earnings and Outgo the ordinary course of business and is in compliance
with the applicable provisions of the Act and the Listing
The particulars pursuant to section 134 (m) of the
Regulations. There were no materially significant
Companies Act, 2013 is attached with this report as
Related Party Transactions made by the Company
Annexure-A.
during the year that required shareholders’ approval
10. Business Responsibility Report (BRR) under Regulation 23 of the Listing Regulations.
In terms of the Regulation 34(2) (f) of SEBI (Listing None of the transactions entered with related parties
Obligations and Disclosures Requirements) Regulations, falls under the scope of Section 188(1) of the Act.
2015 (‘Listing Regulations’) the Business Responsibility Details of transactions with related parties as required
Report is attached as Annexure-C. under Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 are provided
11. Risk Management Policy
in Annexure - B in Form AOC-2 and forms part of this
The Board has adopted a Risk Management Policy Report.
to identify and categorize various risks, implement
15. Secretarial Audit and Annual Certification
measures to minimize impact of these risks where it
is deemed necessary and possible, and a process to Pursuant to the provisions of Section 204 of
monitor them on a regular basis including to review and the Companies Act, 2013 and The Companies
monitor the cyber security measure. More details are (Appointment and Remuneration of Managerial
given under Section-6 of Corporate Governance Report. Personnel) Rules, 2014, Ms. Jayashree Parthasarthy
of M/s Jayashree Parthasarathy & Co, a Company
12. Corporate Social Responsibility
Secretary-in-Practice, was appointed to undertake the
Corporate Social Responsibility (CSR) Committee has Secretarial Audit. The Report of the Secretarial Auditor
been constituted for the purposes of recommending for the year ended March 31, 2020 is attached to the
and monitoring the CSR initiatives of the Company. Directors’ Report at page No. 46.
16. Extract of annual return

As per the requirements of Section 92(3) of the Act neither accepted nor renewed any deposit during the
and Rules framed thereunder, the extract of the annual year under review.
return for 2019-20 in the prescribed Form No. MGT-9, There are no material changes and commitments
which is a part of this report. The same is also available affecting the Company’s financial position between
on www.tataelxsi.com the end of the financial year to which this financial
17. Prevention of Sexual Harassment statement relates and the date of this report.
We have zero tolerance for sexual harassment at The Unclaimed Dividend in respect to the financial year
workplace and have adopted a Policy on prevention, 2012-13 is due for remittance to Investors’ Education &
prohibition and redressal of sexual harassment at Protection Fund (IEPF) on August 28, 2020 in terms of
workplace in line with the provisions of the Sexual Section 125 of the Companies Act, 2013.
Harassment of Women at the Workplace (Prevention, Pursuant to the provisions of Section 124(6) of the
Prohibition and Redressal) Act, 2013 and the Rules Companies Act, 2013 and Investor Education and
thereunder for prevention and redressal of complaints Protection Fund Authority (Accounting, Audit, Transfer
under the above Act. Two complaints were received and Refund) Rules, 2016, the Company has during the
by the local ICC during the year under review, the year transferred 27,760 equity shares pertaining to
same has been redressed to the satisfaction of the those shareholders who have not claimed their dividend
complainant. for 7 consecutive years since 2012, to the IEPF account
on September 17, 2019. So far, the Company has
18. Vigil Mechanism
transferred 308,770 equity shares to the IEPF account.
Your Company has established a “Vigil Mechanism” for 20. Auditors
its employees and Directors, enabling them to report
any concerns of unethical behavior, suspected fraud or M/s BSR & Co. LLP, Chartered Accountants, the
violation of the Company’s ‘Code of Conduct’. statutory auditors of the company have been appointed
at the 28th Annual General meeting held on July 27,
To this effect, the Board has adopted a ‘Whistle 2017 for a period of 5 years from the conclusion of 28th
Blower Policy’ (WBP), which is overseen by the Audit Annual General Meeting up to the conclusion of the 33rd
Committee. The policy provides safeguards against Annual General meeting to be held in the year 2022.
victimization of the Whistle Blower. Employees
and other stakeholders have direct access to the 21. Acknowledgements
Chairperson of the Audit Committee for lodging Your Directors wish to thank employees, customers,
concerns if any, for review. partners, suppliers, and above all, our shareholders and
The said policy has been posted on our intranet where investors for their continued support and co-operation.
all the employees have access. The Company conducts
‘Policies Awareness Campaign’ regularly for its
employees at its various centers, and the WBP features For and on behalf of the Board
in these campaigns.
19. Others
There are no loans, guarantees and investments made N. G. Subramaniam
by the Company u/s 186 of the Companies Act, 2013 Chairman
during the year under review. Your Company has Bengaluru, April 20, 2020
ANNEXURE “A” TO DIRECTORS’ REPORT
Particulars pursuant to Section 134(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014
1. Conservation of Energy
Prevention of the wasteful use of natural resources, particularly concerning the emission of greenhouse gases,
consumption of water and energy, and the management of waste and hazardous materials have been the key enablers in
our journey of environmental sustainability. Few of our initiatives towards reducing negative environmental impact include
deploying mass transport for our employees through an arrangement with Bengaluru Metropolitan Transport Corporation
(BMTC) for buses.
We have invested in technology to monitor and control the power consumption of ACs and other related equipment, use
of energy efficient light bulbs, using technology for switching off computer monitors, motion sensors for lighting controls,
etc. to conserve energy.
Our emissions and waste generated are well within limits prescribed by the State Pollution Control Board.
As a Tata group company, ensuring an appropriate and conducive Office environment and employee safety is paramount
to us. We have instituted a comprehensive safety policy and procedures to govern the same. We regularly train employees
and monitor various safety measures to ensure a safe working environment.
2. Technology absorption, adaption, and innovation
Your Company undertakes various learning and development initiatives to build critical organizational capabilities to its
employees. These aim to cross-skill resources across business units on a need basis, training on new methodologies and
developing leadership capabilities at various levels.
These programs also facilitate training and preparing design and engineering teams for upcoming projects in terms of
delivery capability and capacity. The outcomes of these programs also help showcase technology and development
capability to potential customers without violating the confidentiality of work being executed for existing customers in the
same area.
Further, certain programs are focused on creating reusable software components and frameworks which have the
potential to generate future revenue streams through commercialization and licensing.
R&D Activities and Expenditure
During the year, we invested 1.42 % of revenue towards in-house R&D projects. We intend to continue investing in
technology IP development, especially those related to automotive, broadcast and communication
Expenditure incurred in the R&D centers and innovation centers during the financial year 2019-20 are given below:
i. Capital : Nil
ii. Recurring : `22.83 crores
iii. Total : `22.83 crores
iv. Total R & D expenditure as a total percentage of turnover: 1.42 %
3. Foreign Exchange earnings and outgo
Export revenue constituted 87% of the total revenue in financial year 2019-20
(` In Crores)
Foreign exchange earnings 1,417.41
CIF Value of imports 27.33
Expenditure in foreign currency 526.93
For and on behalf of the Board

N. G. Subramaniam
Chairman
Bengaluru, April 20, 2020
Annexure to Directors’ Report | 27

ANNEXURE “B” TO THE DIRECTORS REPORT

Form No. AOC-2
Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014
Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to
in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso
thereto:
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Tata Elxsi Limited (the Company) has not entered into any contract/arrangement/transaction with its related parties
which are not in ordinary course of business or at arm’s length during the financial year 2019-20.
(a) Name(s) of the related party and nature of relationship: Not Applicable
(b) Nature of contracts/arrangements/transactions: Not Applicable
(c) Duration of the contracts / arrangements/transactions: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions: Not Applicable
(f) Date(s) of approval by the Board: Not Applicable
(g) Amount paid as advances, if any: Not Applicable
(h) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188:
Not Applicable
2. Details of material contracts or arrangement or transactions at arm’s length basis:
(a) Name(s) of the related party and nature of relationship: Not Applicable
(b) Nature of contracts/arrangements/transactions: Not Applicable
(c) Duration of the contracts/arrangements/transactions: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the value, if any: Not Applicable
(e) Date(s) of approval by the Board, if any: Not Applicable
(f) Amount paid as advances, if any: Not Applicable
For and on behalf of the Board

N. G. Subramaniam
Chairman
Bengaluru, April 20, 2020
Annual affirmation regarding compliance with the Code of Conduct

The Company has adopted a Code of Conduct for all its employees, including the Managing Director. In addition, the Company
has adopted a Code of Conduct for its Non-Executive Directors, both these codes are available on the Company’s website
www.tataelxsi.com.
I hereby confirm that all Board members and senior management personnel have affirmed compliance with the Code of Conduct
applicable to them in respect of the year ended March 31, 2020.
Manoj Raghavan
Managing Director
April 20, 2020
28 | Annexure to Directors’ Report

ANNEXURE “C” TO THE DIRECTORS REPORT
BUSINESS RESPONSIBILITY REPORT
[Regulation 34(2) (f)]
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
1. Corporate Identity Number (CIN) of the Company: 10. Markets served by the Company – The Company deliver
L85110KA1989PLC009968 design and engineering services, catering to both
national and international markets.
2. Name of the Company: Tata Elxsi Limited
SECTION B: FINANCIAL DETAILS OF THE COMPANY
3. Registered address: ITPB Road, Whitefield, Bengaluru
560048, India 1. Paid up Capital (INR): 6,227.64 Lakhs
4. Website: www.tataelxsi.com 2. Total Turnover (INR): 1,66,827.29 Lakhs
5. E-mail Id: [email protected] 3. Total profit after taxes (INR): 25,610.01 Lakhs
6. Financial Year reported: April 1, 2019 to March 31, 2020 4. Total Spending on Corporate Social Responsibility(CSR)
7. Sector(s) that the Company is engaged in (industrial as percentage of profit after tax (%): Two (2)
activity code-wise): 620 5. List of activities in which expenditure in 4 above has
8. List three key products/services that the Company been incurred:
manufactures/provides (as in balance sheet):
Description Project Outlay
• SOFTWARE DEVELOPMENT & SERVICES (in `)
o Technology consulting, new product design, Shiksha, Niramay and Flood Relief 582.41 Lakhs
development, and testing services
* Please refer to the CSR Report in Page No. 36 of this
o Consumer Insights & Strategy, Visual Design & Annual Report
Branding, Product & Packaging design, User
SECTION C: OTHER DETAILS
Experience design, Service Experience design
& Transportation design 1. Does the Company have any Subsidiary Company/
Companies? No.
o High-end content and 3D Animation services
• SYSTEMS INTEGRATION & SUPPORT 2. Do the Subsidiary Company/Companies participate in
the BR Initiatives of the parent company? If yes, then
o Implement and integrate complete systems indicate the number of such subsidiary company(s): Not
and solutions for High-Performance Applicable.
Computing, CAD/CAM/ CAE/PLM, Broadcast,
Virtual Reality, Storage, and Disaster Recovery 3. Do any other entity/entities (e.g. suppliers, distributors
etc.) that the Company does business with; participate
o Professional Services for maintenance and in the BR initiatives of the Company? If yes, then
support of IT infrastructure in India and indicate the percentage of such entity/entities? [Less
overseas than 30%, 30-60%, More than 60%]: No.
9. Total number of locations where business activity is SECTION D: BR INFORMATION
undertaken by the Company
1. Details of Director/Directors responsible for BR
a) Number of International Locations (Provide details
of major 5): Sales operations are in fourteen a) Details of the Director/Director responsible for
international locations including France, Germany, implementation of the BR policy/ policies
Japan, UAE, UK, and USA. 1. DIN Number: 8458315
b) Number of National Locations: The Company is
2. Name: Mr. Manoj Raghavan
headquartered in Bengaluru, and operates through
eleven design and development centers and five 3. Designation: Chief Executive Officer &
sales offices. Managing Director
Business Responsibility Report | 29

b) Details of the BR head
No. Particulars Details

1 DIN Number (if applicable) -
2 Name Dr. Sajiv Madhavan
3 Designation Joint General Manager
4 Telephone number +91 80 2297 9302
5 E-mail Id [email protected]
2. Principle-wise (as per NVGs) BR Policy/policies
(a) Details of compliance (Reply in Y/N)
No. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have policy/ policies for...? Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with Y Y Y Y Y Y Y Y Y
the relevant stakeholders?
3 Does the policy conform to any national / Y Y Y Y Y Y Y Y Y
international standards? If yes, specify? (50 words)*
4 Has the policy being approved by the Board? Is Y Y Y Y Y Y Y Y Y
yes, has it been signed by MD/ owner/ CEO/
appropriate Board Director? #
5 Does the company have a specified committee Y Y Y Y Y Y Y Y Y
of the Board/ Director/ Official to oversee the
implementation of the policy?
6 Indicate the link for the policy to be viewed online? Y Y Y Y Y Y Y Y Y
(http://www.tataelxsi.com/ attachment/TATA-
ELXSI-code-of-conduct.pdf)
7 Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders? $
8 Does the company have in-house structure to Y Y Y Y Y Y Y Y Y
implement the policy/ policies?
9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/ policies to address
stakeholders’ grievances related to the policy/
policies?
10 Has the company carried out independent audit/ Y Y Y Y Y Y Y Y Y
evaluation of the working of this policy by an
internal or external agency?
* O ur BRR is formulated based on NVG guidelines on Social, Environmental and Economic Responsibilities of
Business.
# Tata Code of Conduct (TCoC) and CSR policy is approved by the Board of Directors and is monitored by the
Managing Director.
$ The

policies are accessible to the employees always and are available on the intranet. The policies that are relevant
to other stakeholders are communicated to them, time-to-time.
30 | Business Responsibility Report

3. Governance related to BR These devices are designed to help people with
special needs to deal with social situations, which
(a) Indicate the frequency with which the Board of
they might otherwise find difficult. The devices
Directors, Committee of the Board or CEO to assess
employ Mixed Reality by taking information from
the BR performance of the Company.
input devices like discrete wearable cameras
Annually driving facial and environment recognition and
microphones, then feeding back to the user using
(b) Does the Company publish a BR or a Sustainability earphones/ earbuds and sound collars. These
Report? What is the hyperlink for viewing this devices, in turn, help users to participate in social
report? How frequently it is published? interactions by giving them subtle guides in the
The Company’s Business Responsibility Report is a form of audio cues. We were recognized by the iF
part of the Annual Report. It is also hosted on the Design Award™ team for excellence in Design for its
company’s website – https://www.tataelxsi.com/ innovative and exceptional design concept.
investors/Policies/BRR1920.pdf b) Social Concerns: We have developed, integrated
SECTION E: PRINCIPLE-WISE PERFORMANCE point-of-care diagnostic device for Malaria and
Sickle cell detection. This solution identifies low
Principle 1 level infections that currently go undetected and is
1. Does the policy relating to ethics, bribery and targeted for emerging economies. It is an easy to
corruption cover only the company? Yes/ No. Does use device and delivers accurate results at a very
it extend to the Group/Joint Ventures/Suppliers/ low cost, thus enabling affordable healthcare.
Contractors/NGOs /Others? c) Sustainable Transport: In the automotive industry,
we work with leading OEMs and suppliers in
The Tata Code of Conduct that the Company has
mechanical and electronic design for electric
adopted is applicable to its employees, business
/ hybrid vehicle, to help reduce pollution and
partners and suppliers.
fossil fuel consumption. Our AR-V2X, which is
2. How many stakeholder complaints have been received a first-of-its-kind solution, fuses the concept of
in the past financial year and what percentage was Augmented Reality and Connected Car testing.
satisfactorily resolved by the management? If so, It creates virtual infrastructure & virtual cars,
provide details thereof, in about 50 words or so. based on the user’s configuration. All that is
needed is a single car for performing ‘vehicle to
No concerns/complaints were received relating everything’ in field testing and this can be done on
to ethics, bribery and corruption from any of our any road across the world, without requiring any
stakeholders during 2019-20. real-world deployments. This product is a result
Principle 2 of the innovation and synthesis of Tata Elxsi’s
capabilities in Automotive, Communication, and
1. List up to 3 of your products or services whose design Visual Computing technologies. AR-V2X is highly
has incorporated social or environmental concerns, risks beneficial for OEMs and Tier 1s wanting to perform
and/or opportunities. V2X testing on roads, without incurring the costs
a) Product Design: Products designed by us have and logistics required for setting-up test tracks and
been awarded the I Mark (India Design Mark) which V2X infrastructure. This solution has won the Silver
signifies good design not only in terms of form at AutoSens Award™ under the Best Validation &
and aesthetic appeal, but also in terms of product Simulation Tool category.
quality, functionality, safety, sustainability, usability d) Reduction of Carbon Emission: We carry out
and social responsibility. We also work with research based on technology and trends on behalf
leading FMCG and product companies in creating of the customers that help in finding solutions
sustainable packaging design and environmentally for reduced carbon emission. One of our inventor
friendly products that lowers carbon footprint patent application is on thermal management
and is recyclable and biodegradable. This year, we systems that proposes a simple, light-weight and
developed an MR based Smart Assistive Wearable cost-effective cooling mechanism employing a
Devices designed for people with Autism or telescopic duct for precise and localized control of
Alzheimer’s. Patients of Autism and Alzheimer’s battery operation parameters for individual battery
struggle to interact with the outside world. cells and can be used in hybrid vehicles.

2. For each such product, provide the following details The Company also employs local service providers
in respect of resource use (energy, water, raw material for housekeeping, security, gardening, maintenance
etc.) per unit of product (optional): and transport.
(a) Reduction during sourcing/production/ distribution 5. Does the company have a mechanism to recycle
achieved since the previous year throughout the products and waste? If yes, what is the percentage of
value chain? recycling of products and waste (separately as <5%,
(b) Reduction during usage by consumers (energy, 5-10%, >10%). Also, provide details thereof, in about 50
water) has been achieved since the previous year? words or so.
We work with our customers in developing The Company has in place policies and guidelines
these products and we function as an enabler to set a direction that addresses environmental
for designing products that fulfill social or protection. The company has systems and processes
environmental concerns. Hence, we are not able to that take measures in upkeeping the environment and
directly measure the resource use. our specific actions include recharging ground water
using rainwater, and effluent treatment and re-use of
3. Does the company have procedures in place for treated water for gardening. Our e-waste recycling
sustainable sourcing (including transportation)? process takes care of computers, monitors, computer
(a) If yes, what percentage of your inputs was sourced accessories and other electronic office equipments and
sustainably? Also, provide details thereof, in about specialized agencies are hired to carry out the e-waste
50 words or so. disposal. We encourage reduced use of printing papers
and thus reduce the use of paper, wherever feasible.
The company emphasizes on sustainable
Our resource usage and processes enable optimal
procurement practices as much as possible.
use of equipments and sharing or transferring of
Suppliers are selected based on Tata Code of
equipments based on their needs and utility.
Conduct and are constantly evaluated against the
same. All our suppliers conform to our norms on Principle 3
Code of Conduct, safety, ethics and other good
practices. 1. Please indicate the Total number of employees: 6577
4. Has the company taken any steps to procure goods 2. Please indicate the Total number of employees hired on
and services from local & small producers, including temporary/contractual/casual basis: 252 consultants
communities surrounding their place of work? 3. Please indicate the Number of permanent women
(a) If yes, what steps have been taken to improve their employees: 2199
capacity and capability of local and small vendors? 4. Please indicate the Number of permanent employees
The Company engages with multiple suppliers, with disabilities: 8
local and international. Preference is always given 5. Do you have an employee association that is recognized
to local suppliers. Proximity to the Company’s by management? No
location is one significant consideration for
selection of suppliers. We also consolidate 6. What percentage of your permanent employees is
our imports from various ports to optimize on members of this recognized employee association? Not
transport. Preference is given to MSME vendors. applicable
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in
the last financial year and pending, as on the end of the financial year.
No. Category No. of complaints filed during No. of complaints pending as on

the financial year end of the financial year
1 Child labour/forced labour/involuntary The company does not employ child labour. There were no
labour complaints relating to child labor, forced labor and involuntary labor.
2 Sexual harassment 02 Nil
3 Discriminatory employment Nil Nil

8. What percentage of your undermentioned employees Our processes enable our stakeholders to voice
were given safety & skill upgradation training in the their grievances and complaints. Dedicated emails
last year? are instituted and communicated to each of our
stakeholders. Helpdesks are made available to our
(a) Permanent Employees - 72%
employees and SLAs put in place for timely closure.
(b) Permanent Women Employees – 84% During this period, we have received 17 complaints
from our investors all complaints stand resolved. There
(c) Casual/Temporary/Contractual Employees – 37%
were no other complaints from any other stakeholders.
(d) Employees with Disabilities – Safety and skill
Principle 6
upgradation training is an ongoing process in the
company. This data is not separately maintained. 1. Does the policy related to Principle 6 cover only the
company or extends to the Group/ Joint Ventures/
Principle 4
Suppliers/ Contractors/ NGOs/ others?
1. Has the company mapped its internal and external
The Company’s Code of Conduct applies to its business
stakeholders?
partners, contractors and suppliers.
Yes. The Company has mapped its stakeholders and
2. Does the company have strategies/ initiatives to
they include, but are not limited to, shareholders,
address global environmental issues such as climate
employees, customers, business partners, suppliers,
change, global warming, etc.? Y/N. If yes, please give
and the wider communities that we serve.
hyperlink for webpage etc.
2. Out of the above, has the company identified
The Company strives for environmental sustainability
the disadvantaged, vulnerable & marginalized
and complies with all applicable laws and regulations,
stakeholders?
in all its services. It also seeks to prevent the wasteful
The Company is an equal opportunity employer. It has use of natural resources and is committed to improving
policies instituted to prevent sexual harassment, aid the environment, particularly about the emission of
safety of employees, mandate travel guidelines for greenhouse gases, consumption of water and energy,
women employees, obtain the voice of employees’ and the management of waste and hazardous materials.
opinions and grievances through employee touch base,
The company’s Occupational Health and Safety
periodic employee satisfaction surveys and code of
Management System complies with the requirements of
conduct.
ISO 45001:2018. Towards this, effective from November
3. Are there any special initiatives taken by the company 20, 2019, our facility in Trivandrum Development
to engage with the disadvantaged, vulnerable and Center is certified. All procurement of materials that
marginalized stakeholders? If so, provide details are hazardous to human or environment (E.g. Fuel,
thereof, in about 50 words or so. Batteries) are tagged suitably, and are handled with
due safety precautions, from receiving until the end of
The Company engages with each of its stakeholders their life cycle.
through multiple channels and includes engagement
initiatives, feedback process, Code of Conduct briefings A few examples of our other initiatives on deployment
and investor meetings. Our CSR initiatives engage of mass transport for our employees by getting into an
the disadvantaged, vulnerable and marginalized by arrangement with Bengaluru Metropolitan Transport
promoting healthcare, socio-economic development Corporation for buses, procurement of star rated
and education. electric and electronic equipments and tree plantations
inside and outside our premises. In our development
Principle 5 process, our initiatives include adopting India Mark
1. Does the policy of the company on human rights Design, mechanical and electronic design of electric/
cover only the company or extend to the Group/ Joint hybrid vehicle and building RoHS compliance.
Ventures/ Suppliers/ Contractors/ NGOs/Others? 3. Does the company identify and assess potential
The Company’s TCoC covers its employees, contractors environmental risks?
and extends to its suppliers. Yes, Tata Elxsi Occupational Health and Safety
2. How many stakeholder complaints have been received Management System (in line with Clause 6.1.2 of ISO
in the past financial year and what percent was 45001:2018, Hazard Identification and Assessment of
satisfactorily resolved by the management? Risks) identifies potential risks (including environmental

risk) and manages the same. The risks and their 7. Number of show cause/ legal notices received from
management is detailed in the Risk Register. Having CPCB/SPCB which is pending (i.e. not resolved to
said that, the nature of our business does not entail satisfaction) as on end of Financial Year.
assets and/or processes with significant environmental
None
footprints.
Principle 7
Our other ongoing initiatives on energy, emissions and
waste are outlined in question 5 below. Our nature of 1. Is your company a member of any trade and chamber
work requires us to operate in workstations and hence or association? If Yes, Name only those major ones
office environment and safety is paramount to us. We that your business deals with:
have instituted safety policy and procedures to govern
the same. We regularly train employees and monitor The Company is not a member of any trade and
these to overcome hazards and threats. We take the chamber or association.
help of external agencies to provide us with guidance 2. Have you advocated/lobbied through above
for the upkeep of our process to industry standards. associations for the advancement or improvement of
4. Does the company have any project related to Clean public good? Yes/No; if yes specify the broad areas
Development Mechanism? If so, provide details (drop box: Governance and Administration, Economic
thereof, in about 50 words or so. Also, if yes, whether Reforms, Inclusive Development Policies, Energy
any environmental compliance report is filed? security, Water, Food Security, Sustainable Business
Principles, Others)
This is not applicable.
No
5. Has the company undertaken any other initiatives
on – clean technology, energy efficiency, renewable Principle 8
energy, etc.? Y/N. If yes, please give hyperlink for 1. Does the company have specified programmes/
web page etc. initiatives/projects in pursuit of the policy related to
We are in a knowledge intensive industry, and do not Principle 8? If yes details thereof.
operate industrial machinery, production facilities, or We have constituted a CSR committee for the purposes
other such energy intensive operations. However, as a of recommending and monitoring the CSR initiatives
responsible corporate citizen, we continue to pursue of the Company. The Board on the recommendation
and adopt appropriate energy conservation measures. of CSR Committee adopted a CSR Policy. The CSR
Active measures taken by us towards energy objectives are designed to serve societal, local and
conservation and carbon footprint reduction include national goals in the locations that we operate in, create
using technology to monitor and control the power a significant and sustained impact on local communities
consumption of air conditioning and other related and provide opportunities for our employees to
equipment, use of energy efficient light bulbs, using contribute to these efforts through volunteering.
technology for switching off computer monitors, Since the last four years, our flagship programmes
motion sensors for lighting controls, etc. have been Shiksha and Niramay. Tata Elxsi thrives on
We undertake regular reviews of energy requirements cutting edge technology. Therefore, the natural urge
and consumption patterns, with action plans for to empower young minds in our communities with
effective utilization of power, during peak and non-peak knowledge, to prepare them for a bright future, by
seasons. creating the necessary facilities. One significant part of
our business is associated with the field of Healthcare
We also undertake continuing education and and patients. Niramay came out of the necessity of
awareness programmes among all employees on making critical healthcare available to the needy. Our
energy conservation measures that can be adopted at Shiksha program today benefits 140 students in various
individual levels, to help conserve power and energy. stages of education (Primary school to PhD programs)
including 30 girl students from backward communities,
6. Are the Emissions/Waste generated by the Company
10 orphans, 30 spastics and 20 physically disabled
within the permissible limits given by CPCB/ SPCB for
students. Our Niramay program helps the needy by
the financial year being reported?
providing financial support for life-saving treatments,
Yes, the emissions and waste generated by the extending quality medical care in slums and palliative
Company are within the limits prescribed by Pollution care for the terminally ill. We have touched the lives of
Control Board. 20,000+ patients across the country through Niramay.

2. Are the programmes/projects undertaken through Principle 9
in-house team/own foundation/external NGO/
1. What percentage of customer complaints/consumer
government structures /any other organization?
cases are pending as on the end of financial year?
The programmes / projects chosen are a mix of in-
The Company has a process of obtaining customer
house, external and group level initiatives.
queries, complaints and satisfaction by means of
3. Have you done any impact assessment of your periodic interactions, emails, dedicated relationship
initiative? managers, established SLAs and escalation
mechanisms. These processes help the Company to
Assessments are carried out as a part of the planning
resolve any dissonance with our customers in a timely
and review process. Programs have been chosen
manner.
carefully to impact end beneficiaries directly. Procedure
of reporting has been laid down very clearly. 2. Does the company display product information on
the product label, over and above what is mandated
4. What is your company’s direct contribution to
as per local laws? Yes/No/N.A. /Remarks (additional
community development projects- Amount in INR and
information)
the details of the projects undertaken?
Not Applicable
The Company has spent an amount of `582.41 lakhs
during this financial year. The programmes have been 3. Is there any case filed by any stakeholder against
mainly directed towards education & research / skill the company regarding unfair trade practices,
development and healthcare. irresponsible advertising and/or anti-competitive
behaviour during the last five years and pending as on
5. Have you taken steps to ensure that this community
end of financial year? If so, provide details thereof, in
development initiative is successfully adopted by the
about 50 words or so.
community? Please explain in 50 words, or so.
There are no cases filed by any stakeholder against the
We work closely with professional institutions with
Company regarding unfair trade practices, irresponsible
proven track record to ensure that the benefits are
advertising, and/or anti-competitive behavior during
passed on to the target community. Examples of
the last five years.
such institutions are Kidwai Memorial Institute of
Oncology, Sri Jayadeva Hospital, Baptist Hospital, 4. Did your company carry out any consumer survey/
RASA (Ramana Sunritya Aalaya), Indian Institute of consumer satisfaction trends?
Science, Vishranthi Trust, Samarthanam Trust and
The Company carries out periodic customer satisfaction
Karunashraya in Bangalore, Sri Chitra Tirunal Hospital in
surveys. They provide an index of our customers’
Trivandrum, Adyar Cancer Hospital and IIT in Chennai
satisfaction levels along with qualitative feedback on
and KEM Hospital in Pune. Our association with FAEA
our services.
(Foundation for Academic Excellence and Access) is for
a national education mission for girl students from SC/
ST communities.

ANNEXURE “D” TO THE DIRECTORS REPORT

Annual Report on Corporate Social Responsibility (CSR)
[Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014]
1. A brief outline of the Company’s CSR Policy, including overview of the projects or programs proposed to be undertaken
and a reference to the web-link to the CSR policy and projects or programs.
Our CSR activities are designed to:
Serve, societal, local and national goals in all the locations where we operate.
Create a significant and sustained impact on communities affected by our businesses.
Provide opportunities for Tata Employees to contribute to these efforts through volunteering.
CSR Policy has been adopted and the same is available on the Company’s Website at the following link:
https://www.tataelxsi.com/investors/tata-elxsi-csr-policy.pdf.
2. The Composition of the CSR Committee:
Mr. Sudhakar Rao, Chairman (Independent Director)
Mrs. S. Gopinath, Member (Independent Director)
Mr. Manoj Raghavan, Member (CEO & MD)
3. Average net profit of the Company for last three financial years: ` 29,112.50 lakhs
4. Prescribed CSR Expenditure (two percent of the amount as in Item No. 3 above) : ` 582.25 lakhs
5. Details of CSR spent during the financial year:
(a) Total amount to be spent for the financial year : ` 582.41 lakhs
(b) Amount unspent, if any: NIL
(c) Manner in which the amount spent during the financial year is detailed below:
(1) (2) (3) (4) (5) (6) (7) (8)
SL. CSR Project or Sector in Projects or Programs Amount outlay Amount spent on the Cumulative Amount spent Direct or
No Activity identified which the 1) Local area or other (budget) projects or programs expenditure through implementing
project is 2) Specify the state project or Sub heads: up to the agency
covered and program wise 1) Direct reporting
districts where expenditure on period
projects or programs projects or programs
was/were undertaken 2) Over heads
1 Providing Aid to Promotion of Kidwai Memorial ` 60.00 lakhs Direct – ` 60.00 lakhs ` 210.00 Lakhs Direct-
Cancer Patients Health Care Institute of Oncology A sum of ` 50,000/- average per
those who Bengaluru (Karnataka) patient who does not have means
could not afford to provide for the treatment. The
the medical impact is expected to aid at least
expenditure 120 patients for the current year
(Aggregate impact 765 Patients)
2 Providing Aid to Promotion of Sri Jayadeva Institute ` 60.00 lakhs Direct- ` 60.00 lakhs ` 216.00 lakhs Direct-
Heart Patients Health Care of Cardiovascular A sum of ` 50,000/- average per
those who Sciences and patient who does not have means
could not afford Research, Bengaluru to provide for the treatment. The
the medical (Karnataka) impact is expected to aid at least
expenditure 120 patients for the current year
(Aggregate impact 400 patients).
3 Providing Aid Promotion of Sree Chitra Tirunal ` 60.00 lakhs Direct- ` 60.00 lakhs ` 260.00 lakhs Direct-
to Heart and Health Care Institute for Medical A sum of ` 50,000/- average per
Neurology Science & Technology patient who does not have means
Patients those (SCTIMST) under DST, to provide for the treatment. The
who could not Trivandrum (Kerala) impact is expected to aid at least
afford the medical 120 patients fore the current year
expenditure (Aggregate impact 482 Patients)
36 | Annual Report on CSR

(1) (2) (3) (4) (5) (6) (7) (8)
4 Providing Aid to Promotion of Baptist Hospital, ` 40.00 lakhs Direct - ` 40.00 lakhs ` 101 lakhs Direct – ` 40 lakhs to Bangalore
Heart, Cancer Health Care Bengaluru, Karnataka Baptist Hospital – Community
and Neurology Health Division to improve the
Patients those health and well-being of women
who could not and children in Urban Slum of D J
afford the medical Halli, Bangalore. The intervention
expenditure includes health needs in the area
of basic medical, pediatric and
obstetric. They also run a mobile
clinic “Smile on Wheels” which
is equipped with basic laboratory
and ECG facilities.
(Beneficiaries 19,658)
5 Providing Aid to Promotion of Cancer Institute, ` 50.00 lakhs Direct- ` 50.00 lakhs ` 100 lakhs Direct-
Cancer Patients Health Care Adyar, Chennai, Tamil A sum of average ` 50,000/- per
those who Nadu patient who does not have means
could not afford to provide for the treatment. The
the medical impact is expected to aid at least
expenditure 100 patients for the current year.
(Aggregate impact 185 patients)
6 Providing Aid to Promotion of King Edward `20.00 lakhs Direct – `20.00 lakhs ` 60.00 lakhs Direct-
Cancer, Heart & Health Care memorial Hospital A sum of ` 50,000/- average per
Neurology Patients Pune(Maharashtra) patient who does not have means
who could not to provide for the treatment. The
afford the Medical impact is expected to aid at least
expenditure 40 patients (Aggregate impact 59
patients).
7 Provision of Promotion of Karunashraya, ` 1.00 lakhs Direct- ` 1.00 lakhs ` 1.37 lakhs Direct: Funded ` 1.00 lakh to
Medicines for the Health Care Bangalore Karunashraya Bangalore Hospice
inmate of the Trust for provision of medicines
Hospice for the inmates at the hospice.
8 Providing financial Promotion of Children Airway and ` 15.00 lakhs Direct - ` 15.00 lakhs ` 15.00 lakhs Direct- Children Airway and
assistance for Health Care Swallowing centre, Swallowing Centre is a Center of
post surgeries Bangalore Excellence conducting charitable
of children from surgeries since the last 18 years
needy families for children (aged between 2
days and 14 years) referred from
various government and private
hospitals.
The team of doctors work for free.
Manipal Hospital, Bangalore
gives free beds for these patients.
Many of them have already
undergone cardiac surgeries or
have been on ventilatory support
in Intensive Care Units.
The contribution of ` 15 lakhs
is towards cost of trestment
including medicines the impact of
which will aid 22 children.
Annual Report on CSR | 37

(1) (2) (3) (4) (5) (6) (7) (8)

9 Providing Financial Flood Relief Karnataka State ` 25.00 lakhs Direct- ` 25.00 lakhs ` 25.00 Lakhs Direct - Contibuted to Karnataka
assistance for Disaster Management State Diasaster Management
undertaking relief Authority, Karnataka Authoriy Fund for undertaking
actitivites in the relief actitivites in the areas
areas affected by affected by the flood. Impact of
flood in Karnatka the aid cannot be ascertained as
the amount was cntributed to the
Fund.
10 Providing Financial Promotion of Indian Institute of ` 100.41 lakhs Direct ` 100.41 lakhs ` 100.41 lakhs Direct : Indian Institute of
assistance for Education Technology, Madras Technology, Madras for
undertaking undertaking Project 1 - Systems
research Security - Network and system log
analytics; Project 2 - Functional
safety for Next generation
Automotive systems; Project 3 -
Next Generation Communication
Network Architecture. Expected
deliverables - Network system
components, AI/ML models, Audit
methodologies and Analytics.
The grant request is for ` 2 Crore
over a period of two years. Project
2 is expected to consume 60% of
the grant, the two other projects
will consume the balance 40%.
All output from the project will be
in open source with IIT-M as the
copyright holder.
11 Aid for setting Promotion of Indian Institute of ` 76.00 lakhs Direct - ` 76.00 lakhs ` 76.00 lakhs Direct : Inidian Institute of
up research Education Science, Bengaluru, Science, Bangalore for setting of a
Laboratory Karnataka Laboratory to develop manpower
in Artificial Intelligence and
related areas by training students
under the M.Tech (AI) program
so as to develop leadership in the
field of AI.
Mission: Realise this vision by
imparting rigorous training in
the foundations and the deep
technologies of AI and by
conducting high impact research
to generate new knowledge.
The lab will directly benfit training
of M.Tech students for the next 5
years. About 250 students doing
M.Tech AI program will directly
benefit from the laboratory.
Besides this other researcher in
this area will also benefit from the
infrastructure. The total outlay is
` 185 lakhs payable over a two
years period.
38 | Annual Report on CSR

(1) (2) (3) (4) (5) (6) (7) (8)
12 Education Promotion of Pan India ` 21.00 lakhs Direct- ` 21.00 lakhs ` 63 lakhs Foundation for Academic
for ensuring Education Excellence and Access (FAEA)
employment (Implementing Agency) -
Contributed to support 30 (thirty)
Girls Students from SC/ST
communities for Under Graduate
education.
13 Training to develop Promotion of Ramana Sunritya ` 10.00 lakhs Direct- ` 10.00 Lakhs ` 30.00 lakhs Direct – Funded RASA to defray
life skills, holistic Education Aalaya (RASA), its Bangalore centre expenses for
empowerment, Bangalore, Karnataka the calendar year 2020. RASA
confidence Bangalore center primarily deals
building, problem with students with ADHD, Autism,
solving skills, Downs’ Syndrome and Dyslexia.
social interaction
skills and physical
training to
individuals with
special needs as
well as to normal
individuals.
14 Providing Home, Promotion of Vishranthi Trust, ` 6.00 lakhs Direct – ` 6.00 lakhs ` 12.00 lakhs Direct – ` 6 lakhs towards
Medical and Education Bengaluru, Karnataka provision of ` 60,000 per child per
Education to annum to provide a child food,
destitute Children accommodation, supplements,
medical care at Vishranthi’s
Children’s Home - a unique
experiment in Orphan and
Destitute care.
15 Providing Financial Promotion of Samarthanam Trust ` 10 lakhs Direct – ` 10.00 lakhs ` 10 lakhs Direct : Samathanam Trust
Assistance for Education towards defraying their expenses
the education of for the education of disabled
disable children children.
TOTAL (A) ` 554.41 lakhs
16 Allowable `28.00 lakhs Overheads - ` 28.00 lakhs Apportioned compensation for
expenditure ` 28.00 lakhs CSR staff, travel expenses for
(overheads) CSR activities and the working
towards personnel hours utilized by TE personnel for
& administration supervision of the CSR activities.
expenses for CSR
team
Total (B) ` 28.00 lakhs
Total A + B ` 582.41 lakhs
Responsibility statement: The CSR Committee hereby confirms that the implementation and monitoring of the Company CSR Policy, is in compliance
with CSR objectives and Policy of the Company.
Bengaluru Manoj Raghavan Sudhakar Rao

April 20, 2020 Managing Director Chairman, CSR Committee
Annual Report on CSR | 39

Form No. MGT -9

EXTRACT OF ANNUAL RETURN
as on the financial year ended 31st March 2020
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN: L85110KA1989PLC009968
ii) Registration Date: 30.3.1989
iii) Name of the company: Tata Elxsi Limited
iv) Category/ Sub-Category of the Company: Public Company having Share Capital
v) Address of the Registered office and Contact ITPB Road , Whitefield, Bangalore-560048
Details:
Tel: 080 2297 9123
email: [email protected]
website:www.tataelxsi.com
vi) Whether listed or unlisted Company (Yes/No): Listed
TSR Consultants Private Limited
vii) Name, Address and Contact details of Registrar 6-10, Haji Moosa Patrawala Industrial Estate,
and Share transfer Agents:
#20 Dr. E. Moses Road, Mahalaxmi, Mumbai-400011
Tel: 022 6656 8484
email: [email protected]
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
Sl. Name and Description of the main products / services NIC Code of the Product % to total turnover
No. / Sevice of the Company
1 Design and Development of Computer Hardware and Software NA 97.08
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. Name and Address of the Company CIN/GLN Holding/Subsidiary/ % 0f Shares Applicable
No Associate Held Section
- NA NA NA NA NA
40 | Form No. MGT -9

IV. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
i) Category-wise Share Holding
Category of Shareholers No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
i.e. 01.04.2019 i.e. 31.03.2020 Change
Demat Physical Total % of Total Demat Physical Total % of Total during
Shares Shares the year
(A) Promoters
(a) Individuals / Hindu Undivided Family - - - 0.00 - - - 0.00 0.00
(b) Central Government / State Governments(s) - - - 0.00 - - - 0.00 0.00
(c) Bodies Corporate 2,77,30,264 - 2,77,30,264 44.53 2,77,30,264 - 2,77,30,264 44.53 0.00
(d) Financial Institutions / Banks - - - 0.00 - - - 0.00 0.00
(e) Any Other (specify) - - - 0.00 - - - 0.00 0.00
Sub-Total (A) (1) 2,77,30,264 - 2,77,30,264 44.53 2,77,30,264 - 2,77,30,264 44.53 0.00
(2) Foreign 0.00
(a) Individuals (Non-Resident Individuals /Foreign - - - 0.00 - - - 0.00 0.00
Individuals)
(b) Bodies Corporate - - - 0.00 - - - 0.00 0.00
(c) Institutions - - - 0.00 - - - 0.00 0.00
(d) Qualified Foreign Investor - - - 0.00 - - - 0.00 0.00
(e) Any Other (specify) - - - 0.00 - - - 0.00 0.00
Sub-Total (A) (2) - - - 0.00 - - - 0.00 0.00
Total Shareholding of Promoter and Promoter Group 2,77,30,264 - 2,77,30,264 44.53 2,77,30,264 - 2,77,30,264 44.53 0.00
(A)
(B) Public Shareholding
(1) Institutions
(a) Mutual Funds / UTI 16,95,018 200 16,95,218 2.72 13,38,904 200 13,39,104 2.15 -0.57
(b) Financial Institutions / Banks 3,66,456 400 3,66,856 0.59 44,359 400 44,759 0.07 -0.52
(c) Cental Government / State Governments(s) - - - 0.00 - - - 0.00 0.00
(d) Venture Capital Funds - - - 0.00 - - - 0.00 0.00
(e) Insurance Companies 2,72,892 - 2,72,892 0.44 3,26,500 - 3,26,500 0.52 0.09
(f) Foreign Institutional Investors - - - 0.00 - - - 0.00 0.00
(g) Foreign Venture Capital Investors - - - 0.00 - - - 0.00 0.00
(h) Qualified Foreign Investor - - - 0.00 - - - 0.00 0.00
(i) Foreign Financial Institutions - 2,300 2,300 0.00 - 2,300 2,300 0.00 0.00
(j) Foreign Portfolio Investors (Corporate) 59,50,698 - 59,50,698 9.56 66,68,361 - 66,68,361 10.71 1.15
(k) Any Other Alternate Investment Funds 9,48,263 - 9,48,263 1.52 5,78,746 - 5,78,746 0.93 -0.59
Sub-Total (B) (1) 92,33,327 2,900 92,36,227 14.83 89,56,870 2,900 89,59,770 14.39 -0.44
(2) Non-Institutions
(a) Bodies Corporate 27,51,297 5,725 27,57,022 4.43 25,20,153 5,625 25,25,778 4.06 -0.37
(b) Individuals -
i Individual shareholders holding nominal share 1,96,73,368 20,65,389 2,17,38,757 34.91 2,08,02,823 18,42,139 2,26,44,962 36.36 1.46
capital upto ` 1 lakh
ii Individual shareholders holding nominal share 7,20,926 - 7,20,926 1.16 3,69,408 - 3,69,408 0.59 -0.56
capital in excess of ` 1 lakh
(c) Qualified Foreign Investor - - - 0.00 - - - 0.00 0.00
(d) Any Other - - - 0.00 - - - 0.00 0.00
i Trusts 91,044 - 91,044 0.15 44,058 - 44,058 0.07 -0.08
ii Directors & Relatives 2,200 - 2,200 0.00 2,000 - 2,000 0.00 0.00
Sub-total (B) (2) 2,32,38,835 20,71,114 2,53,09,949 40.64 2,37,38,642 18,47,764 2,55,86,406 41.09 0.44
Total Public Shareholding (B) = (B)(1)+(B)(2) 3,24,72,162 20,74,014 3,45,46,176 55.47 3,26,95,512 18,50,664 3,45,46,176 55.47 0.00
TOTAL (A)+(B) 6,02,02,426 20,74,014 6,22,76,440 100.00 6,04,25,776 18,50,664 6,22,76,440 100.00
(C) Shares held by Custodians and against which - - - 0.00 - - - 0.00 0.00
Depository Receipts have been issued
GRAND TOTAL (A)+(B)+(C) 6,02,02,426 20,74,014 6,22,76,440 100.00 6,04,25,776 18,50,664 6,22,76,440 100.00
Form No. MGT -9 | 41

ii) Share Holding of Promoters
Sl. Shareholder’s Name Shareholding at the beginning of the Shareholding at the end of the year % change in
No. year 01.04.2019 31.03.2020 shareholding
No. of % of total % of Shares No. of % of total % of Shares during the
Shares Shares Pledged/ Shares Shares Pledged/ year
of the encumbered of the encumbered
company to total company to total
shares shares
1 Tata Sons Private Limited 26,295,264 42.22 - 26,295,264 42.22 - -
2 Tata Investment Corporation Limited 1,435,000 2.30 - 1,435,000 2.30 - -
27,730,264 44.53 0.00 27,730,264 44.53 0.00 0.00
iii) Change in Promoter’s Shareholding (please specify,if there is no change)
Sl. Shareholding at the beginning of the Cumulative Shareholding during the

No. No. of Shares % of total Shares of No. of Shares % of total Shares
the company of the company
At the beginning of the year
Date wise Increase/Decrease in
Promoters Share holding during
the year specifying the reasons for
increase/decrease (e.g. allotment/ THERE IS NO CHANGE IN PROMOTER HOLDING
transfer/bonus/sweat equity etc):
At the End of the year
iv) Shareholding Pattern of top ten shareholders (other than Directors,Promoters)
S. Name of the ShareHolder No of shares as No of shares as Net % to

No on 01.04.2019 on 31.03.2020 Changes Capital
1 J P Morgan Funds 800,311 1,434,870 634,559 2.30
2 Somerset Emerging Markets Small Cap Fund Llc 0 792,975 792,975 1.27
3 Axis Mutual Fund Trustee Limited A/C Axis Mutual Fund 6,400 715,602 709,202 1.15
A/C Axis Small Cap Fund
4 California State Teachers Retirement System - Aqr Capital 0 596,271 596,271 0.96
Management, Llc 1
5 Somerset Small Mid Cap Em All Country Fund Llc 0 539,536 539,536 0.87
6 General Insurance Corporation Of India 100,000 310,500 210,500 0.50
7 Tata Equity Savings Fund 342,000 297,000 -45,000 0.48
8 Invesco India Equity Fund 0 280,000 280,000 0.45
9 Chetan Jayantilal Shah 300,000 250,000 -50,000 0.40
10 Slg International Opportunities, L.P 247,813 247,813 0 0.40
11 Alchemy Leaders Of Tomorrow 175,000 240,000 65,000 0.39
12 Emerging Markets Core Equity Portfolio (The Portfolio) Of 226,824 226,824 0 0.36
Dfa Investment Dimensions Group Inc. (Dfaidg)
13 The Northern Trust Company As Trustee Of The Illinois 0 211,453 211,453 0.34
Municipal Retirement Fund
14 Ups Group Trust 295,127 207,707 -87,420 0.33
15 Ishares Core Emerging Markets Mauritius Co 333,389 199,019 -134,370 0.32

S. Name of the ShareHolder No of shares as No of shares as Net % to
No on 01.04.2019 on 31.03.2020 Changes Capital
16 Iifl Focused Equity Fund 0 193,174 193,174 0.31
17 Superannuation Arrangements Of The University Of London 0 190,597 190,597 0.31
18 The Emerging Markets Small Cap Series Of The Dfa 132,247 123,460 -8,787 0.20
Investment Trust Company
19 Ramesh Damani 119,408 119,408 0 0.19
20 Emkay Emerging Stars Fund 0 104,024 104,024 0.17
The Equity shares of the Company are traded on a daily basis and hence the date wise increase / decrease is not
indicated. Shareholding is consolidated on Permanent Account Number (PAN) of the shareholder.
v) Shareholding of Directors and Key Managerial Personnel :
Sl. Name of the Date Reason Shareholding Cumulative

No. Shareholder Shareholding
No. of % of total No. of % of total
Shares Shares of the Shares Shares
Company of the
Company
1 Manoj Raghavan 1/4/2019At the beginning of the year 0 0.00 0 0.00
Increase/(Decrease) 2000 0.00 0 0.00
31/3/2020 At the end of the year 2000 0.00 2000 0.00
2 G Vaidyanathan 1/4/2019 At the beginning of the year 104 0.00 104 0.00
3 H. V. Muralidharan 1/4/2019 At the beginning of the year 100 0.00 100 0.00
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment
Secured Loan Unsecured Deposits Total
excluding Deposits Loans Indebtedness
Indebtedness at the beginning of the financial year NIL NIL NIL NIL
i) Principal Amount NIL NIL NIL NIL
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i + ii + iii) NIL NIL NIL NIL
Change in Indebtedness during the financial year NIL NIL NIL NIL
i) Addition NIL NIL NIL NIL
ii) Reduction NIL NIL NIL NIL
Net Change NIL NIL NIL NIL
Indebtedness at the end of the financial year NIL NIL NIL NIL
i) Principal Amount NIL NIL NIL NIL
ii) Interest due but not paid NIL NIL NIL NIL
iii) Interest accrued but not due NIL NIL NIL NIL
Total (i + ii + iii) NIL NIL NIL NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANEGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and / or Manager:
Sl. Particulars of Remuneration Name of MD/WTD/Manager Total

No. Mr. Manoj Raghavan Mr. Madhukar Dev Amount
(MD & CEO) (MD & CEO)
Amount Amount Amount
(` in Lakhs) (` in Lakhs) (` in Lakhs)
1 Gross Salary 73.49 220.36 293.85
a) Salary as per provisions contained in section 17(1) of
the Income Tax Act, 1961
b) Value of perquisites u/s 17(2) Income Tax Act, 1961
c) Profits in Lieu of Salary u/s 17(3) of the Income tax
Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission as % of profit others, specify 138.00 138.00
5 Others, specify* 7.83 19.85 27.68
Total (A) 219.32 240.21 459.53
Ceiling as per Act (5% of the profit calculated u/s 198 of the Companies Act,2013) 1785.00
* Contributions to PF and super annuation
B. Remuneration to other Directors :
` In Lakhs
Sl. Particulars of Remuneration Mr. P. Mc Mrs. Prof. M.S. Mr. Mr. N. G. Mr. Total
No. Goldrick Shyamala Ananth Sudhakar Subramaniam Ankur Amount
Gopinath Rao Verma
1 Independent Directors
Fee for attending Board / Committee Meetings 1.20 2.25 2.10 1.80 NA NA 7.35
Commission 54.00 113.00 75.00 70.00 - - 312.00
Others, Please Specify
Sub Total (1) 319.35
2 Other Non - Executive Directors
Fee for attending Board / Committee Meetings NA NA NA NA 1.20 1.50 2.70
Commission NA NA
Others, Please Specify
Sub Total (2) 2.70
Total (1) + (2) 322.05
Total Managerial Remuneration (Commission) 312.00
Ceiling as per the Act (1% of the profit calculated u/s 198 of the Companies Act, 2013) 357.00

C. Remuneration to KMPs other than MD / Manager / WTD
SL. Particulars of Remuneration Mr. G. Vaidyanathan Mr. H. V. Muralidharan Total

No. (Company Secretary) (Chief Financial Officer)
Amount Amount Amount
(` In Lakhs) (` In Lakhs) (` In Lakhs)
1 Gross Salary 87.93 113.79 201.72
a) Salary as per provisions contained in section
17(1) of the Income Tax Act, 1961
b) Value of perquisites u/s 17(2) Income Tax
Act, 1961
c) Profits in Lieu of Salary u/s 17(3) of the
Income tax Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission as % of profit others, specify
5 Others, specify (contributions to PF and 3.77 7.41 11.18
Superannuation)
Total 91.70 121.20 212.90
PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

There were no Penalities, Punishmentsor Compounding of Offences during the year ended March 31, 2020.

Form No. MR - 3
Secretarial Audit Report
For the financial year ended 31st March, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014]
TO THE MEMBERS OF TATA ELXSI LIMITED (a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
We have conducted the secretarial audit of the compliance
Regulations,2011;
of applicable statutory provisions and the adherence to
good corporate practices by Tata Elxsi Limited, (Hereinafter (b) The Securities and Exchange Board of India
called the Company). Secretarial Audit was conducted in a (Prohibition of Insiders Trading) Regulations, 1992;
manner that provided us a reasonable basis for evaluating
the corporate conducts/statutory compliances and (c) The Securities and Exchange Board of India
expressing my opinion thereon. (Prohibition of Insiders Trading) Regulations, 2015
Based on our verification of the Company’s books, papers, (d) The Securities and Exchange Board of India
minute books, forms and returns filed and other records (Issue of Capital and Disclosure Requirements)
maintained by the company and also the information Regulations, 2009;
provided by the company, its officers, agents and (e) The Securities and Exchange Board of India
authorized representatives during the conduct of secretarial (Listing Obligations and Disclosure Requirements)
audit and as per the explanations and clarifications given to Regulations, 2018 and amendments from time to
us and the representations made by the Management, and time.
consideration of the relaxations granted by the Ministry of
Corporate Affairs, and Securities and Exchange Board of (vi) Other Laws as informed and certified by the
India warranted due to the COVID 19 pandemic, We, hereby management of the company which are specifically
report that in our opinion, the Company has, during the applicable to the company based on their sector/
audit period covering the financial year ended on industry are:
March 31, 2020 generally complied with the statutory
(a) The Information Technology Act, 2000 and the
provisions listed hereunder and also that the company has
Rules made thereunder.
proper Board processes and compliance mechanism in place
to the extent, in the manner and subject to the reporting (b) Policy relating to the Software Technology Park of
made hereinafter: India and its regulations
We have examined the books, papers, minutes’ books, forms (c) The Indian Copyright Act, 1957
and returns filed and other records made available to us and
maintained by Tata Elxsi Limited for the financial year ended (d) The Patents Act, 1970
on 31st March, 2020 according to the applicable provisions (e) The Trade Marks Act, 1999
of:
(f) The Special Economic Zone Act 2005 & the rules
(i) The Companies Act, 2013 (the Act) and the rules made made thereunder.
there under;
(vii) Other Laws:
(ii) The Securities Contracts ( Regulations) Act, 1956
(‘SCRA’) and the rules made there under; (a) The Shops and Establishment Act 1953
(iii) The Depositories Act, 1996 and the Regulations and (b) The Water (Prevention and Control of Pollution)
Bye-laws framed there under; Act, 1974 & Rules there under
(iv) Foreign Exchange Management Act, 1999 and the rules (c) The Sexual harassment of Women at Workplace
and regulations made there under to the extent of (Prevention, Prohibition & Redressal) Act 2013
Foreign Direct Investment, Overseas Direct Investment (d) The Payment of Bonus Act 1965
and External commercial Borrowings;
(e) The Payment of Gratuity Act 1972
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India (f) The Employees Provident Funds and Miscellaneous
Act,1992(“SEBI Act”):- Provisions Act 1952
46 | Secretarial Audit Report

(g) The Contract Labour (Regulations & Abolition) Act and clarifications on the agenda items before the meeting
1970 and for meaningful participation at the meeting.
We have also examined compliance with the applicable As per the Minutes, All the decisions at the Board meeting
clauses of the following: and committee meeting are carried out unanimously.
i. Secretarial Standards of The Institute of Company We further report that as per the explanations given to
Secretary of India with respect to Board and us and the representations made by the Management and
General meeting relied upon by us there are adequate systems and processes
in the company commensurate with the size and operations
ii. SEBI (Listing Obligation and Disclosure
of the company to monitor and ensure compliance with
Requirements) Regulations 2015.
applicable laws, rules, regulations and guidelines.
During the period under review and as per the
We further report that during the review period, no major
explanation and clarifications given to us and the
events which had bearing on the Company’s affairs in
representations made by the Management, the
pursuance of the above referred laws rules, regulations,
Company has generally complied with the provisions of
guidelines standards etc. have taken place.
the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above.
We further report that: For Jayashree Parthasarathy & Co
Company Secretaries
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the sd/-
composition of the Board of Directors that took place during Jayashree Parthasarathy
the period under review were carried out in compliance with Proprietrix,
the provision of the Act. Place: Bengaluru FCS No 4610; CP NO. 1988
Date: 20/04/2020 UDIN F004610B000192908
Adequate notice was given to all Directors at least seven
days in advance to schedule the Board Meetings. Agenda Note: This report is to be read with our letter of even date
and detailed notes on agenda were sent in advance, and a which is annexed as Annexure A and forms an integral part
system exists for seeking and obtaining further information of this report
ANNEXURE: A 4. Wherever required, We have obtained the Management

representation about the compliances of laws, Rules,
TO THE MEMBERS OF TATA ELXSI LIMITED Regulations and happening of events etc.
Our report on even date is to be read along with this letter. 5. The compliance of the provisions of Corporate and
other applicable laws, rules, regulations, standards is
1. Maintenance of Secretarial record is the responsibility of
the responsibility of the management. Our examination
the management of the Company. Our responsibility is is limited to verification of procedure on random test
to express an opinion on their secretarial records based basis.
on my Audit.
6. The Secretarial Audit is neither an assurance as to
2. We have followed the audit practices and processes future viability of the company nor of the efficacy
as were appropriate to obtain reasonable assurance or effectiveness with which the management has
about the correctness of the contents of the Secretarial conducted the affairs of the Company.
records. The verification was done on the random
test basis to ensure that correct facts are reflected in For Jayashree Parthasarathy & Co
secretarial records. We believe that the processes and Company Secretaries
practices followed provide a reasonable basis for my
opinion. sd/-
Jayashree Parthasarathy
3. The correctness and appropriateness of the financial Proprietrix,
records and Books of accounts of the company have Place: Bengaluru FCS No 4610; CP NO. 1988
not been verified. Date: 20/04/2020 UDIN F004610B000192908
Secretarial Audit Report | 47

Certificate of Non Disqualification of Directors

[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015]
To the Members,
Tata Elxsi Limited
ITBP Road, Whitefield,
Bangalore 560048
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tata Elxsi
limited having CIN-85110KA1989PLC09968, having its registered office at ITBP Road, Whitefield, Bangalore 560068 (herein
after referred to as ‘the company’) produced before us by the company for the purpose of issuing this certificate in accordance
with regulation 34(3) read with schedule 5 para. C sub clause (i) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure requirements) Regulations 2015.
In our opinion and best of our belief, information and according to the verification (Including Director Identification
Number(DIN) status of the respective directors at the portal www.mca.gov.in as considered necessary and written
representation made by the respective directors, we hereby certify that none of the directors on the board of the company
as stated below for the financial year ending on 31st march 2020 have been debarred or disqualified from being appointed or
continuing as the director of the company by the securities and Exchange Board of India, Ministry of Corporate Affairs or any
such other statutory authority.
Sl. No. Name of the Director DIN Date of appointment

1 Sudhakara Rao 00267211 01/08/2016
2 Ananth Madaboosi Santhanam 00482391 04/01/2016
3 Shymala Gopinath 02362921 18/08/2011
4 Ganapathy Subramaniam Natarajan 07006215 01/11/2014
5 Ankur Verma 07972892 01/08/2018
6 Manoj Raghavan 08458315 02/10/2019
Ensuring the eligibility for the appointment/ continuity as the director of the board is the responsibility of the management of
the company. Our responsibility is to express an opinion based on our verification and representation made by the respective
directors.
This Certificate is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
For Jayashree Parthasarathy & Co
Company Secretaries
SD/
Jayashree Parthasarathy
Proprietrix,
Place: Bengaluru FCS No 4610; CP NO. 1988
Date: 20/04/2020 UDIN F004610B000192921
48 | Secretarial Audit Report

COMPLIANCE REPORT CORPORATE GOVERNANCE
Mandatory Requirements:
1. A brief statement on the Company’s philosophy on The composition of the Board of Directors as on March
code of governance. 31, 2020 is as follows:
The corporate governance philosophy of your Company 1. Mr. N.G. Subramaniam – Chairman – Non
is based on the tenets of integrity, accountability, Executive, Non Independent
transparency, value and ethics. As part of Tata Group,
your Company has a strong legacy of fair, transparent Mr. N. Ganapathy Subramaniam is the Chairman
and ethical governance. The Company constantly (Non-Executive and Non-Independent) of Tata Elxsi
endeavours to create and sustain long-term value Limited since November, 2014. He is also the Chief
for all its stakeholders including, but not limited to, Operating Officer (COO) and Executive Director
shareholders, employees, customers, business partners, of Tata Consultancy Services (TCS) Limited since
suppliers, and the wider communities that we serve. February 2017. Prior to taking over as the COO
The corporate governance philosophy of the Company of TCS, he served as the Executive Vice President
has been further strengthened through the Tata Code and Head of TCS Financial Solutions, a strategic
of Conduct, Tata Business Excellence Model, Tata Code business unit of TCS. Mr. Subramaniam brings
for Prevention of Insider Trading and Code of Corporate in-depth knowledge about technology trends,
Disclosure Policies. The Company is in compliance systems and policies of leading global corporations,
with the requirements stipulated under Regulation and international business. He actively participates
17 to 27 read with Schedule V and clauses (b) to (i) in banking, technology and business forums in
of sub-regulation (2) of Regulation 46 of Securities addition to specific knowledge streams in risk
and Exchange Board of India (Listing Obligations and management and Six Sigma orientation.
Disclosure Requirements) Regulations, 2015 (“SEBI
The details of other directorship in listed companies
Listing Regulations”), as applicable, with regard to
of Mr. Subramaniam as on March 31, 2020 is as
corporate governance.
follows:
2. Board of Directors
Sl. Name of the Category of
The Board comprises of members having varied skills, No. Company Directorship
experience and knowledge. The Board has a mix of
both Independent and Non-independent Directors. 1. Tata Consultancy Chief Operating Officer
As on March 31, 2020, the Board of Directors of the Services Limited and Executive Director
Company comprised of six Directors, with three 2. Mrs. S Gopinath – Non-Executive, Independent
Independent Directors and three Non-Independent Director
Directors. The Chairman of the Company is Non-
Executive, Non-Independent. None of the Directors on Mrs. Shyamala Gopinath has vast experience in
the Board is a Member on more than 10 Committees guiding and influencing the national policies in
and Chairman of more than 5 Committees (as specified the diverse areas of financial sector regulation
under Regulation 26 (1) SEBI (Listing Obligations and and supervision, development and regulation of
Disclosure Requirements) Regulations, 2015, across all financial markets, capital account management,
the companies in which they are Directors. Necessary management of government borrowings, forex
disclosures regarding Committee positions have been reserves management, RBI accounts, and payment
made by the Directors. The Independent Directors and settlement systems. Mrs. Gopinath holds a
are independent of the management and fulfil the Master of Commerce degree and is a Certified
requirements as stipulated in Section 149 (6) of the Associate of Indian Institute of Bankers and has
Companies Act, 2013 and Regulation 16(b) of the SEBI retired as Deputy Governor of Reserve Bank of
(Listing Obligations and Disclosure Requirements) India. She is also on the Board of other Listed and
Regulations, 2015. Unlisted companies. The details of directorship in
Compliance Report Corporate Governance | 49

other listed companies of Mrs. S Gopinath as on Mr. Rao holds a Master’s Degree in Economics
March 31, 2020 are as follows: from the Delhi School of Economics and a Master’s
Degree in Public Administration from the Kennedy
Sl. Name of the Category of School of Government, Harvard University.
No. Company Directorship
He was conferred with the Kannada Rajyotsava
1. Colgate-Palmolive Independent Director Award, under the Public Service category by the
(India) Limited
Government of Karnataka on November 01, 2010.
2. BASF India Limited Independent Director
The details of Mr. Sudhakar Rao’s directorship in
3. HDFC Bank Limited Independent Director, other listed companies of as on March 31, 2020 are
Chairperson as follows:
3. Prof. M.S.Ananth – Non-Executive, Independent
Director Sl. Name of the Category of
No. Company Directorship
Prof. M S Ananth joined IIT Madras as a faculty
member in 1972 and was the Director from 2001- 1. Healthcare Global Independent
2011. He made several landmark contributions Enterprises Limited Director
during this time. He established the first
university based Research Park in India, the IITM 5. Mr. Ankur Verma - Non-Executive, Non-
Research Park in 2010 to promote innovation and Independent Director
entrepreneurship. In just its first year of operation
the IITM Research Park incubated several start-ups Mr. Ankur Verma, a B.E. in Mechanical Engineering
and produced over 50 patents. and PGDM from IIM, Calcutta, has around 15 years
of experience in Investment Banking, Capital
Prof. Ananth is the only Vice Chancellor from Markets and Corporate Strategy.
India to have been invited to participate in the Mr. Verma currently serves as Senior Vice President,
World Economic Forum as a member of the Global Chairman’s Office at Tata Sons Private Limited.
University Leaders Forum from 2007 to 2011. He Previously, Mr. Verma was Managing Director
was a Visiting Professor in IIT Kanpur and IISc (Investment Banking Division) in Bank of America
Bangalore, Princeton University and University of
Merrill Lynch and prior to that he was Group
Colorado (USA) and RWTH, Aachen (Germany)
Manager & Head, Business Planning in Infosys
and a Visiting Scientist in Aspen Tech and in the
Technologies Limited - Corporate Planning Group.
National Institute of Standards and Technology
(USA). He was a distinguished Visiting Professor The details of Mr. Ankur Verma’s directorship in
in IIT Bombay. Prof. Ananth is a Gold medalist in other listed companies of as on March 31, 2020 are
Chemical Engineering and holds a Ph.D in the area as follows:
of Molecular Thermodynamics from the University
of Florida, USA.
Sl. Name of the Category of
As on March 31, 2020, Prof.M.S.Ananth does not No. Company Directorship
hold directorship in any other listed company.
4. Mr. Sudhakar Rao – Non-Executive, Independent 1. Tata Teleservices Non-Executive,
Director (Maharashtra) Limited Non-Independent
Director
Mr. Sudhakar Rao is a retired Indian Administrative
Service (IAS) Officer of the 1973 batch. He held 6. Mr. Manoj Raghavan – Managing Director
various positions including Chairman & Managing
Director of the Karnataka Urban Infrastructure Manoj Raghavan is the CEO & Managing Director
Development and Finance Corporation (KUIDFC); of Tata Elxsi and has over 22 years of industry
Principal Secretary - Finance; Principal Secretary - experience. Prior to taking over the role of CEO
Home; Principal Secretary to the Chief Minister of & MD, he served as the Executive Vice President
Karnataka; Development Commissioner and was and Head of the Embedded Product Design (EPD)
the Chief Secretary of Karnataka until retirement division, spearheading the sales, overall delivery
from government service on September 30, 2009. and P&L for this division.
50 | Compliance Report Corporate Governance

He joined Tata Elxsi in 1997 as Regional Manager to Core Competencies
set up and grow Japan operations. Subsequently,
Tata Elxsi provides design and technology
he was also responsible for developing the business
in South Korea, Taiwan, Singapore and China. services for product engineering and solutions to
More recently, Manoj was responsible for the North select industries namely Automotive, Broadcast,
American business and helped grow the region to Communications and Medical Electronics. The
become a top revenue earner for the company. Board has, taking into consideration the Company’s
nature of business, core competencies, key
Manoj Raghavan holds a B.Tech in Metallurgical characteristics, identified the following core skills/
Engineering from IIT Madras, an MBA from The expertise/competencies as required in the context
Indian Institute of Foreign Trade, New Delhi and has of its business(es) & sector(s) for it to function
completed the Advanced Management Program effectively and which are available with the Board.
from Harvard Business School. As on March 31,
2020, Mr. Raghavan does not hold directorship in The mapping of the core competencies with each
any other listed company. of the Directors are as below.
Competencies N. G. S. Prof M. S. Sudhakar Ankur Manoj

Subramaniam Gopinath Ananth Rao Verma Raghavan
Understanding of IT services business      
Knowledge on key industry and
     
technology trends
International business management
and familiarity with global policies and      
regulations
Corporate Strategy      
Risk management      
Financial management      
Governance and Compliance      
Stakeholders management      
Performance management and
     
evaluation
Performance evaluation of Board and Directors: the Directors has one to one meeting with them.
The Company has laid down a process for Thereafter, briefs the Chairman of the Board on the
evaluation of the Board and Committees of Board outcome, which in turn is discussed in the Board
as also evaluation of the performance of each meeting. The performance of the Independent
of the Directors. The evaluation criteria include Directors are also reviewed at the Board meeting.
inter-alia, structure of the Board, qualifications, For the year 2019-20 the Board evaluation has
experience and competency of Directors, diversity been conducted as per the process mentioned
in Board, effectiveness of the Board process, above.
information and functioning, Board culture and Meeting of Independent Directors: A separate
dynamics, quality of relationship between the meeting of Independent Directors for the Financial
Board and management, meetings of the Board, Year 2019-20 as per Clause VII (1) of Schedule
including regularity and frequency, discussion and IV under Section 149 (8) of the Companies
dissent, corporate culture and values, governance Act, 2013 and Regulation 25 (3) of the Listing
and compliance, evaluation of risk amongst others. Regulations was held on April 24, 2019 wherein the
The criteria is based on the Guidance Note on Independent Directors reviewed the performance
Board Evaluation issued by the Securities and of the Managing Director, Non-Independent
Exchange Board of India on January 5, 2017. The Directors and other matters. The Independent
evaluation process is conducted and monitored Directors have confirmed that they satisfy the
by the Chairperson, Nomination & Remuneration criteria of Independence as stipulated under
Committee (NRC) in consultation with the Section 149 (6) of the Companies Act, 2013 and
members of the committee. The Chairperson, NRC Regulation 16 (b) of the SEBI (Listing Obligations
on the basis of the feedback received from each of and Disclosure Requirements) Regulations, 2015.

Familiarisation: The Independent Directors a session with the management team, wherein,
immediately on appointment are issued a formal the Directors were walked through the market of
letter of appointment and a welcome docket different Business units, the customers, the future
outlining their rights, roles and responsibilities, and prospects, emerging technologies etc. The future
the Business overview of the Company, policies strategy of the Company was also discussed.
etc. The Chairman as well as Managing Director of
the Company, brief the Director individually on the The Board has adopted a Governance guideline,
industry and businesses of the Company, prior to enumerating the rights and roles of the Directors.
their appointment. At each of the Business plan A copy of the same has been circulated to all the
meeting, normally held in the third/fourth quarter Directors. The in-house magazine of the Company
each year, the Directors are briefed on the different is also sent to the Directors periodically keeping
business units of the company, the industry as a them abreast with the recent happenings and
whole and other details like customers, market etc. developments. The familiarization program for the
During the year, the Annual Business Plan meeting Independent Directors is available at http://www.
was held on December 20, 2019 which included tataelxsi.com/company/board-of-directors.html
Five Board Meetings were held during the year 2019-20 and the gap between two meetings did not exceed
four months. The dates on which the Board Meetings held were April 24, 2019; July 17, 2019; October 21, 2019;
December 20, 2019 and January 13, 2020. The necessary quorum was present at all the Board meetings. The names
and categories of the Directors on the Board, their attendance at Board Meetings during the year and at the last
Annual General Meeting, as also the number of Directorships held by them in other companies are given below:
Name Category No. of Whether No. of Chairmanships/Directorships in other
Board attended Boards/ Committees* of public companies**
Meetings AGM Chairman/ Chairman/ Member Member
attended held on Chairperson Chairperson of the of the
during July 17, of the of the Board Committee
2019-20 2019 Board Committee
Mr. N. G. Subramaniam Non Independent/ 5 Yes - - 1 -
[DIN 07006215] Non-Executive
Mrs. Shyamala Gopinath @ Independent / 5 Yes 1 3 3 2
Prof. M.S. Ananth Independent / 5 Yes - - - -
Mr. Sudhakar Rao Independent/ 5 Yes - 2 3 1
Mr.Ankur Verma Non Independent/ 4 Yes - - 6 6
[DIN: 7972892] Non-Executive
Mr. Manoj Raghavan & Non Independent/ 3 NA - - - -
[DIN 8458315] Managing Director
Mr. P. McGoldrick $ Independent / 2 Yes - - - -
Mr. Madhukar Dev^ Non Independent/ 2 Yes - - - -
[DIN 00082103] Managing Director
* Only Audit and Stakeholders’ Relationship Committees are considered.
** Excludes private/foreign/non-profit companies with charitable objects.
@ Mrs. Gopinath was re-appointed as an Independent Director for the second term commencing from July 18, 2019
upto June 19, 2024
$ Mr. Patrick McGoldrick retired as an Independent Director from the Board of the Company w.e.f July 18, 2019.
^ M
r. Madhukar Dev retired as the CEO & MD of the Company on October 01, 2019 & Mr. Manoj Raghavan was
appointed as the CEO & MD of the Company w.e.f October 02, 2019
None of the Non-Executive Directors hold any shares and/or convertible instruments in the company as at
March 31, 2020.
None of the Directors are related to each other within the meaning of the term “relative”as per Section 2(77) of the
Companies Act, 2013.

3. Audit Committee 7. Review and monitor the auditor’s independence
and performance, and effectiveness of audit
The terms of reference of the Audit Committee
process;
mandated by the statutory and regulatory
requirements, which are also in line with the mandate 8. Approval or any subsequent modification of
given by your Board of Directors, are: transactions of the company with related parties;
1. Oversight of the company’s financial reporting 9. Scrutiny of inter-corporate loans and investments;
process and the disclosure of its financial 10. Valuation of undertakings or assets of the
information to ensure that the financial statement company, wherever it is necessary;
is correct, sufficient and credible;
11. Evaluation of internal financial controls and risk
2. Recommendation for appointment, remuneration management systems;
and terms of appointment of auditors of the
Company; 12. Reviewing, with the management, performance of
statutory and internal auditors, adequacy of the
3. Approval of payment to statutory auditors for any internal control systems;
other services rendered by the statutory auditors;
13. Reviewing the adequacy of internal audit function,
4. Reviewing, with the management, the annual if any, including the structure of the internal audit
financial statements and auditor’s report thereon department, staffing and seniority of the official
before submission to the Board for approval, with heading the department, reporting structure
particular reference to: coverage and frequency of internal audit;
a. Matters required to be included in the 14. Discussion with internal auditors of any significant
Director’s Responsibility Statement to be findings and follow up there on;
included in the Board’s report in terms of
15. Reviewing the findings of any internal
clause (c) of sub-section 3 of section 134 of
investigations by the internal auditors into matters
the Companies Act, 2013.
where there is suspected fraud or irregularity or
b. Changes, if any, in accounting policies and a failure of internal control systems of a material
practices and reasons for the same. nature and reporting the matter to the board;
c. Major accounting entries involving estimates 16. Discussion with statutory auditors before the audit
based on the exercise of judgment by commences, about the nature and scope of audit
management. as well as post-audit discussion to ascertain any
area of concern;
d. Significant adjustments made in the financial
statements arising out of audit findings. 17. To look into the reasons for substantial defaults in
the payment to the depositors, debenture holders,
e. Compliance with listing and other legal shareholders (in case of non-payment of declared
requirements relating to financial statements. dividends) and creditors;
f. Disclosure of any related party transactions. 18. To review the functioning of the Whistle Blower
g. Qualifications in the draft audit report, if any. mechanism;
5. Reviewing, with the management, the quarterly 19. Approval of appointment of CFO (i.e., the whole-
financial statements before submission to the time Finance Director or any other person heading
Board for approval; the finance function or discharging that function)
after assessing the qualifications, experience and
6. Reviewing, with the management, the statement background, etc. of the candidate;
of uses / application of funds raised through an
20. Reviewing the utilization of loans and/ or advances
issue (public issue, rights issue, preferential issue,
from/investment by the holding company in the
etc.), the statement of funds utilized for purposes
subsidiary exceeding rupees 100 crore or 10% of
other than those stated in the offer document /
the asset size of the subsidiary, whichever is lower
prospectus / notice and the report submitted by
including existing loans / advances / investments
the monitoring agency monitoring the utilisation
existing;
of proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take 21. Carrying out any other function as is mentioned in
up steps in this matter; the terms of reference of the Audit Committee.

Review of information by Audit Committee

The Audit Committee reviews the following information: The Audit Committee is also responsible for giving
guidance and directions under the SEBI (Prohibition of
1. Management discussion and analysis of financial
Insider Trading) Regulations, 2015 and to review the
condition and results of operations;
report of the Compliance Officer with the provisions of
2. Statement of significant related party transactions these regulations at least once in a financial year and
(as defined by the Audit Committee) submitted by verify that the systems for internal control are adequate
management; and are operating effectively.
3. Management letters / letters of internal control The Audit Committee reviewed the reports of the
weaknesses issued by the statutory auditors; internal auditors including the external internal
Auditors, the reports of the statutory auditors arising
4. Internal audit reports relating to internal control
out of the quarterly, half-yearly, and annual audit of
weaknesses; and
the accounts; considered significant financial issues
5. The appointment, removal and terms of affecting the Company and held discussions with
remuneration of the Chief Internal Auditor shall be the internal and statutory auditors and the Company
subject to review by the Audit Committee. Management during the year.
6. Statement of deviations: Six Audit Committee Meetings were held during the
year 2019-20. The dates on which the Audit Committee
(a)
quarterly statement of deviation(s) including
Meetings held were April 24, 2019; July 16, 2019; July
report of monitoring agency, if applicable,
17, 2019, October 21, 2019; and two meetings on
submitted to stock exchange(s) in terms of
January 13, 2020.
Regulation 32(1) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, The constitution of Audit Committee is in conformation
2015. with the requirements of Section 177 of the Companies
Act, 2013 and also as per the requirements of
(b)
annual statement of funds utilized for purposes
Regulation 18 of the SEBI (Listing Obligations and
other than those stated in the offer document/
Disclosure Requirements) Regulations, 2015.
prospectus/ notice in terms of Regulation
32(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during
the year are as follows:
Sl. Name of Members Category No. of Meetings attended

No. during the year 2019-20
1 Mrs. Shyamala Gopinath, Chairperson Independent / Non-Executive 6
2 Prof. M.S. Ananth Independent / Non-Executive 6
3 Mr. Ankur Verma @
Non-Independent / Non-Executive 5
4 Mr. Patrick McGoldrick* Independent / Non-Executive 3
* Mr. Patrick McGoldrick ceased to be a Director of the Company w.e.f July 18, 2019 and consequently ceased to be a
member of the Committee.
@
Mr. Ankur Verma was appointed as a Member of the Committee w.e.f May 01, 2019.
The quorum as required under Regulation 18(2) of the Listing Regulations was maintained at all the meetings.

4. Nomination and Remuneration Committee The Board has also adopted a charter for the
Nomination and Remuneration Committee covering its
The terms of reference of the Nomination and
rights, roles and responsibilities.
Remuneration Committee are:
All Non-Executive Directors of your Company
1. Formulation of the criteria for determining
receive sitting fees for each meeting of the Board or
qualifications, positive attributes and independence
Committee thereof attended by them. The net profits
of a director and recommend to the Board a policy,
of the Company, not exceeding 1%, are distributable,
relating to the remuneration of the directors, key
as commission, amongst the Independent Directors
managerial personnel and other employees;
considering the special services and efforts rendered,
2. Formulation of criteria for evaluation of including their attendance at the meetings and their
Independent Directors and the Board; Chairmanship of each of the meetings.
3. Devising a policy on Board diversity; Other than sitting fees and commission paid to
the Independent Directors on the net profits of the
4. Identifying persons who are qualified to become
Company, no other remuneration is paid/payable to the
directors and who may be appointed in senior
Non- Executive Directors for 2019-20.
management in accordance with the criteria
laid down, and recommend to the Board their During the year, the Non-Executive directors of the
appointment and removal. Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission,
5. Board composition and succession planning,
and reimbursement of expenses incurred by them for
evaluation of every Director.
the purpose of attending meetings of the Company.
6. To recommend remuneration for the directors, KMP,
Two Nomination and Remuneration Committee
and senior executives of the Company.
Meetings were held on April 24, 2019 and July 17, 2019
7. To oversee familiarization programme for Directors, during the year 2019-20.
review of HR strategy, philosophy and practices
and any other activities related to change as
requested by the Board from time to time.
The composition, name of the members, chairperson, particulars of the Meetings, and attendance of the members during
1 Mrs. Shyamala Gopinath, Chairperson Independent / Non-Executive 2
2 Mr. N.G. Subramaniam Not Independent / Non- Executive 2
4 Mr. Sudhakar Rao@ Independent / Non-Executive -
* Mr. Patrick ceased to be a Director of the Company w.e.f July 18, 2019 and consequently ceased to be a member of the
Committee.
@
Mr. Sudhakar Rao was appointed as a Member of the Committee w.e.f July 18, 2019.
Details of remuneration paid/payable for the year ended March 31, 2020
Non-executive Directors (NEDs):
Sl. No. Name of the Non-Executive Director Sitting Fees (`) Commission (`)
1 Mr. N.G. Subramaniam 1,20,000 -
2 Mrs. Shyamala Gopinath 2,25,000 1,13,00,000
3 Prof. M.S. Ananth 2,10,000 75,00,000
4 Mr. Sudhakar Rao 1,80,000 70,00,000
5 Mr. Ankur Verma 1,50,000 -
6 Mr. P. McGoldrick 1,20,000 54,00,000

Managing Director(s):
Name Salary Commission Contribution to Provident Other Allowances & Total

(`) (`) & other Funds (`) Perquisites (`) (`)
Mr. Madhukar Dev* 73,52,846 - 19,85,269 1,46,83,298 2,40,21,413
Mr. Manoj Raghavan^ 29,00,323 1,38,00,000 7,83,087 44,49,251 2,19,32,661
*Mr. Madhukar Dev retired as the CEO & Managing Director on October 0l ,2019 and Mr. Manoj Raghavan was appointed
as the CEO & Managing Director of the Company with effect from October 02, 2019.
The Board on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration policy for
Directors, Key Managerial Personnel (KMP) and other employees of the company. The Board has also adopted a policy on
Board diversity. The said Policies are available at http://www.tataelxsi.com/company/board-of-directors.html.
5. Stakeholders’ Relationship Committee
The terms of reference mandated by your Board, which is also in line with the statutory and regulatory requirements are:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the Company.
Three Stakeholders’ Relationship Committee (SRC) Meetings were held during the year 2019-20. The dates on which the
Stakeholders’ Relationship Committee Meetings held were July 16, 2019, October 21, 2019 and January 13, 2020. The
composition, name of the members, chairman, particulars of the Meetings and attendance of the members during the
year are as follows:
Sl. Name of Members Category No. of Meetings attended during

No. the year 2019-20
1 Mr. Sudhakar Rao, Chairman Independent/ Non-Executive 3
2 Prof. M.S.Ananth Independent/ Non-Executive 3
3 Mr. Manoj Raghavan* Non-Independent / Executive 2
4 Mr. Madhukar Dev $
Non-Independent / Executive 1
* Mr. Manoj Raghavan was appointed as a member of the Committee with effect from October 21, 2019.
$
Mr. Madhukar Dev retired as MD & CEO on October 01, 2019 and consequently ceased to be a member of the
Committee.
Name, designation & address of the Compliance Officer:
Mr. G. Vaidyanathan
Company Secretary
Tata Elxsi Limited,
ITPB Road, Whitefield, Bengaluru – 560048.
Phone : +91-80-22979316
Fax : +91-80-28411474
E-mail : [email protected]

Details of complaints received and redressed during 2019-20:
Opening Balance Received during the year Resolved during the year Closing Balance
0 17 17 0
Complaints/correspondences are usually dealt with within 15 days of receipt and are completely resolved, except in cases
where litigation is involved.
Share transfer lodgements are processed within 15 days and returned, except in cases where litigations are involved. The
following persons can also be contacted in case of investor grievances:
a. Ms. Cauveri Sriram b. TSR Darashaw Consultants Private Ltd.
e-mail: [email protected] e-mail: [email protected]
Phone: +91-080-2297 9166 Phone: +91-022-6656 8484
Fax: +91-080-2841 1474 Fax: +91-022-6656 8494
6. Risk Management Committee

The Board has constituted a Risk Management 1. Provide ongoing guidance and support for the
Committee (RMC) in line with the provisions of refinement of the overall risk management.
Regulation 21 of SEBI (Listing Obligations and 2. Ensure that management understands and accepts
Disclosure Requirements) Regulations, 2015, which its responsibility for identifying, assessing and
is responsible to provide oversight in achieving the managing risk.
Company’s Enterprise Risk Management (ERM) 3. Determine which enterprise risks are most
objectives. The ERM helps these objectives by creating significant.
a comprehensive approach to anticipate, identify,
4. Assign risk owners and approve action plans.
prioritize and manage material risks attached to the
5. Approve company-wide Risk Assessment & Risk
Company’s operations.The primary responsibility of the
Committee is to ensure that sound policies, procedures Profile.
and practices are in place for the enterprise-wide 6. Update the leadership team from time to time on
management of the Company’s material risks and to the on-going ERM progress/changes.
report the results of the Committee’s activities to the 7. Review & report to the Company’s Audit
Company’s Audit Committee. The terms of reference of Committee/Board.
the Committee are: 8. Review and monitor Cyber security measures.
Two Risk Management Committee (RMC) meetings were held on April 23, 2019 and October 21, 2019 during the year
2019-20.
The composition, name of the members, chairperson, particulars of the Meeting and attendance of the members during

1 Mr.Sudhakar Rao, Chairman Independent / Non-Executive 2
2 Mr. N.G. Subramaniam$ Non-Independent / Non-Executive 1
3 Mr. Muralidharan H.V Company Executive (CFO) 2
* Mr. Patrick Mc.Goldrick ceased to be a Director of the Company w.e.f July 18, 2019 and consequently ceased to be the
Chairperson of the Committee. Mr. Rao has been nominated as the Chairperson with effect from July 18, 2019.
$
Mr. N.G.Subramaniam was appointed as a Member of the Committee w.e.f July 18, 2019
The Company has set up an internal compliance management tool to periodically review compliance requirements under
different statutes as applicable to the company.

7. Corporate Social Responsibility (CSR) Committee

The Board has constituted a Corporate Social Responsibility (CSR) Committee in line with the provisions of Section 135
of the Companies Act, 2013 with maximum members being Independent Directors to recommend to the Board the CSR
initiatives of the Company and also to monitor the implementation of the CSR initiatives.
Two Corporate Social Responsibility (CSR) Committee Meetings were held during the year 2019-20. The dates on which
the Corporate Social Responsibility (CSR) Meetings held were April 23, 2019 and July 16, 2019.
The composition, name of the members, chairperson, particulars of the meeting and attendance of the members during

1 Mr. Sudhakar Rao, Chairman Independent / Non-Executive 2
2 Mrs. S. Gopinath Independent / Non-Executive 2
3 Mr.Manoj Raghavan * Managing Director -
4 Mr. Madhukar Dev ** Managing Director 2
* Mr. Manoj Raghavan was appointed as a member of the Committee w.e.f October 21, 2019.
** Mr. Madhukar Dev retired as CEO & MD of the Company and consequently ceased to be the member of the Committee.
8. The Board has also constituted an Executive Committee. The terms of reference of Executive Committee are to review the
capital expenditure, long term strategy, long term financial projections and cash flow.
General Body Meetings
Particulars about the last three Annual General Meetings (AGMs) of the Company are:
a) Location, date and time of Annual General Meetings held during the last 3 years:
Sl. No. Year Date Venue Time

1. 2018-19 July 17, 2019
St.John’s Auditorium, John Nagar,
2. 2017-18 July 25, 2018 12.30 p.m.
Koramangala, Bengaluru- 560 034
3 2016-17 July 27, 2017
b) No Extra-Ordinary General Meeting of the e) Procedure for Postal Ballot

shareholders was held during the financial year In compliance with Schedule V Part C of the
2019- 20. Listing Regulations and Section 108, 110 and other
c) Special Resolutions passed in previous three applicable provisions of the Companies Act, 2013,
Annual General Meetings: read with the related rules, the Company provides
(i)
At the Annual General Meeting held on July 17, electronic voting facility to all its members, to
2019 a special resolution for re-appointment enable them to cast their votes electronically. The
of Mrs. Shyamala Gopinath as an Independent Company engages the services of NSDL for the
Director was passed. purpose of providing e-voting facility to all its
members. The members have the option to vote
(ii)
At the Annual General Meeting held on July 25, either by physical ballot or e-voting.
2018, no special resolution was passed
The Company dispatches the postal ballot notices
(iii)
At the Annual General Meeting held on July 27, and forms to its members whose names appear
2017, no special resolution was passed. on register of members / list of beneficiaries as on
d) No Postal Ballot was conducted during the financial a cut-off date. The postal ballot notice is sent to
year 2019-20. members in electronic form to the e-mail addresses

registered with their depository participant (in and prescribed under Section 133 of the Companies
case of electronic shareholding) / the Company’s Act, 2013 have been followed in the preparation of the
registrar and share transfer agents (in case of financial statements of the Company.
physical shareholding).
 The Company has adopted a Whistle Blower Policy
The Company also publishes a notice in the and has established the necessary mechanism in line
newspaper declaring the details of completion with the requirements under the Companies Act, 2013,
of dispatch and other requirements as mandated Listing Agreement and SEBI (Listing Obligations and
under the Act and applicable Rules. Voting rights Disclosure Requirements) Regulations, 2015.
are reckoned on the paid-up value of the shares
registered in the names of the members as on the a) For employees to report concerns about unethical
cut-off date. behaviour;
Members desiring to exercise their votes by b) To establish a mechanism to report to the
physical ballot forms are requested to return the management concerns about unethical behaviour,
forms duly completed and signed, to the scrutinizer actual or suspected fraud or violation of the
on or before the close of voting period. Members integrity policy;
desiring to exercise their vote by electronic mode c) The disclosure reported are addressed in the
are requested to vote before close of business manner and within the time frames prescribed in
hours on the last date of e-voting. the policy.
The scrutinizer submits his report to the
d) To ensure that adequate safeguards are being
Chairman, after the completion of scrutiny, and
provided to the Whistle blower against any
the consolidated results of the voting by postal
victimization or vindictive practices like retaliation,
ballot are then announced by the Chairman /
threat or any adverse (direct or indirect) action on
authorised officer. The results are also displayed
their employment.
on the website of the Company, www.tataelxsi.
com besides being communicated to the stock The policy also ensures that strict confidentiality is
exchanges, depository and registrar and share maintained whilst dealing with concerns and also
transfer agent. The date of declaration of the that no discrimination will be meted out to any
results by the Company is deemed to be the date person for a genuinely raised concern.
of passing of the resolutions.
No personnel/person has been denied access to
(i) Details of special resolution proposed to be the Audit Committee.
conducted through postal ballot: None
 Your Company has comprehensive guidelines on
9. Disclosures
Prohibition of Insider Trading and the Company has
 There are no materially significant Related Party adopted the Tata Code of Conduct for Prevention
Transactions during the year that have potential conflict of Insider Trading and Code of Corporate Disclosure
with the interests of the Company at large. Transactions Practices along with the Policy on Leak of Unpublished
entered into with related parties during the financial Price Sensitive Information and Policy on determination
year were in the ordinary course of business and at of legitimate purpose, as mandated by SEBI. The
arm’s length basis and were approved by the Audit policies are available at https://tataelxsi.com/
Committee. investors/investor-relations.html
 The Company has formulated a policy on Related  The Company has formulated a policy on determination
Party Transactions and the same is available on of materiality of event /information as required
the Company’s website http://www.tataelxsi. under Regulation 30 (1) of Listing Regulations,
com/investors/tata-elxsi-policy-on-related-party- 2015. The same is available on Company’s website
transactions.pdf. at https://www.tataelxsi.com/investors/TEL_
 There has been no non-compliance or penalties, or Policyonmaterialityofanevent.pdf
strictures imposed on your Company by any of the
 The Company has complied with all mandatory
Stock Exchanges or SEBI, or any statutory authority on
requirements and has fulfilled the following
any matter related to capital markets during the last
discretionary requirements specified in Part E of
three years;
Schedule II under Regulation 27 (1) of SEBI (Listing
 The guidelines/accounting standards laid down by Obligations and Disclosure Requirements) Regulations,
the Institute of Chartered Accountants of India (ICAI) 2015:

a. The statutory financial statements of the Company The details of complaints received and disposed during
are unqualified. the year 2019-20 are as below:
b. The Internal Auditors of the Company make a. number of complaints filed during the
presentations to the Audit Committee on their financial year - 2
reports.
b. number of complaints disposed of during the
 Volatility of exchange rates is a risk to the Company financial year - 2
which is mitigated by way of forex options and forward
c. number of complaints pending as on end of the
covers.
financial year - 0
 None of the Directors of the Company have been
10. Means of Communication
debarred or disqualified from being appointed or
continuing as directors of companies by the Board/  Your Company uses several modes for communicating
Ministry of Corporate Affairs or any such statutory with its external stakeholders, such as announcements
authority. Refer to Page 48 for the certificate from and press releases in newspapers, circular letters and
Ms. Jayashree Parthasarathy, Practicing Company other reports to the members, posting information on
Secretary. its website (www.tataelxsi.com), intimation to the Stock
Exchanges, responding to analyst’s queries etc.
 ICRA has reaffirmed the long term rating at [ICRA]AA
(pronounced ICRA double A) and short term rating at  The quarterly, half-yearly and annual results are
[ICRA]A1+ (pronounced ICRA A one plus) outstanding displayed on the Company’s website www.tataelxsi.com
on the lines of credit of your company. Outlook on the and also disseminated through all the modes mentioned
long-term rating is Stable. above. Financial Express (English daily) and Sanjevani
(vernacular daily) are usually the papers in which the
 The Company has paid a consolidated amount of
quarterly results are published.
` 58.90 lakhs as total fees for all services rendered by
the statutory auditor and all entities in the network  Your Company’s Management Discussion & Analysis of
firm/network entity of which the statutory auditor is a the Business for the year ended March 31, 2020 forms
part of. part of the Directors’ Report and is given under the
section so captioned.
 The Company adopted a Policy on prevention,
prohibition and redressal of sexual harassment at  The transcripts and audio of the Company’s investors/
workplace in line with the provisions of the Sexual analysts concalls are available at: http://www.tataelxsi.
Harassment of Women at the Workplace (Prevention, com/investors/investor-relations.html.
Prohibition and Redressal) Act, 2013 and the Rules
thereunder for prevention and redressal of complaints
under the above Act.
11. General Shareholders Information
Sl. Salient Items of Particulars

No. Interest
i. AGM Date, Time, and July 21, 2020, Tuesday at 12:30 pm through Video Conference (VC) or Other Audio Visual
Venue Means (OAVM) at Bangalore.
ii. Financial Calendar April 20, 2020 – Q4 & FY19-20 Results
July 21, 2020– Q1 Results & AGM
October 12, 2020 – Q2 Results
January 12, 2021 – Q3 Results
iii. Date of Book Closure July 15, 2020 to July 21, 2020 (both days inclusive)
iv. Dividend Payment On and after July 21, 2020
Date Dividends are subject to TDS. Please visit www.tataelxsi.com for details.

No. Interest
v. Listing on Stock Bombay Stock Exchange Limited
Exchanges Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001, India
Tel. : +91-22-22721234
Fax : +91-22-22722041
National Stock Exchange of India Limited
Exchange Plaza Plot No.C/1,
G Block Bandra-Kurla Complex Bandra (East) Mumbai – 400 051, India
Tel. : +91-22-26598100
Fax : +91-22-26598237
The listing fee has been paid to BSE & NSE for the FY 2019-20.
vi. Stock Code Bombay Stock Exchange Ltd.: 500408; National Stock Exchange Ltd.: TATAELXSI
vii. Registrar & Share TSR Darashaw Consultants Private Limited,
transfer Agent 6-10, Haji Moosa Patrawala Ind. Estate,
20,Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011
viii. Share Transfer As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed
System companies can be transferred only in dematerialized form with effect from April 1, 2019,
except in case of request received for transmission or transposition of securities.
The transfer through demat mode takes place instantaneously between the transferor,
transferee, and the Depository Participant through electronic debit/credit of the accounts
involved.
ix. Dematerialisation of 6,04,25,776 shares were held in dematerialised mode, as at March 31, 2020. The
shares and liquidity Company’s equity shares are actively traded on BSE and NSE.
x. Outstanding GDRs There are no outstanding instruments and hence there will be no dilution of the equity.
/ADRs / Warrants
or any convertible
instruments,
conversion date
and likely impact on
equity


No. Interest
xi. Development Centre Your Company’s software development centers are located at the following addresses:
Locations a. ITPB Road, Whitefield, Bengaluru – 560 048;
b. Crescent-4, 9th Floor, Prestige Shantiniketan, Whitefield road, Bengaluru - 560 048
c. IITM Research Park, 3rd Floor, E Block, Kanagam Road, Taramani, Chennai – 600 113;
d. Chennai One IT Park, SEZ, Phase 2, 3rd Floor, Pallavaram - Thoraipakkam 200 Feet
Road, Thoraipakkam, Chennai 600097
e. Giga Space IT Park, No. 201, 2nd Floor, Alpha – 1m, Building, Viman Nagar,
Pune – 411 014;
f. SEZ Tower IX, A Wing, Level – 2, Magarpatta City, Hadapsar, Pune – 411 013;
g. SEZ Tower IX, B Wing, 4th Floor, Magarpatta City, Hadapsar, Pune – 411 013;
h. RN Development Center, Technopark Campus, Kariyavattom, Thiruvananthapuram–
695 581;
i. Gayathri, 1st Floor, Technopark Campus, Kariyavattom, Thiruvananthapuram– 695
581;
j. Carnival Building, 5th Floor, Plot No. 2, Technopark Campus, Thiruvananthapuram–
695 581;
k. Yamuna SEZ Building, 4th Floor, Phase III Campus, Technopark Thiruvananthapuram –
695581
l. Boston House, B Wing, No. 202, Suren Road, Gondivali, Village, Off Andheri- Kurla
Road, Andheri East, Mumbai – 400 093
xii. Address for ITPB Road, Whitefield, Bengaluru – 560 048
correspondence
xiii. CIN L85110KAI989PLC009968
Market Price Data: High/Low during each month of 2019-20 on the following exchanges:
Month BSE NSE

High Low Volume High Low Volume
(In ` ) (In ` ) (No. of shares) (In ` ) (In ` ) (No. of shares)
Apr-19 1,001.00 916.35 8,35,796 1,000.70 915.90 1,10,43,018
May-19 930.35 822.20 9,83,313 932.70 822.10 1,14,45,415
Jun-19 892.00 834.80 5,90,384 892.50 834.00 66,74,392
Jul-19 929.00 609.45 21,85,676 924.95 608.50 2,91,24,256
Aug-19 669.00 593.00 16,27,653 669.00 592.25 1,77,91,931
Sep-19 701.05 606.15 17,12,604 701.20 606.00 1,74,27,284
Oct-19 831.00 610.00 18,06,689 831.00 610.00 2,45,96,866
Nov-19 841.05 782.90 8,68,778 841.40 782.45 1,26,29,117
Dec-19 899.00 778.50 17,11,039 899.00 778.00 3,08,25,651
Jan-20 978.90 812.50 9,30,615 979.00 812.60 1,59,42,176
Feb-20 1,098.75 855.00 10,06,924 1,098.40 855.10 1,29,33,782
Mar-20 1,071.00 501.00 12,05,986 1,071.25 499.95 1,27,15,330

Distribution of Shareholding as on March 31, 2020
Range of Shares No. of Shareholders % of Shareholders No. of Shares held % of Shareholding

1 – 500 1,32,660 94.79 1,18,10,389 18.96
501 – 1000 4,381 3.13 32,63,042 5.24
1001- 2000 1,658 1.18 25,20,558 4.05
2001– 3000 436 0.31 10,96,574 1.76
3001– 4000 209 0.15 7,53,232 1.21
4001– 5000 137 0.10 6,30,112 1.01
5001– 10000 248 0.18 17,73,369 2.85
Over 10,000 223 0.16 4,04,29,164 64.92
Total 1,39,952 100.00 6,22,75,840 100.00
Categories of Shareholding as on March 31, 2020
CATEGORY NO. OF SHAREHOLDERS NO. OF SHARES HELD % TO CAPITAL

Promoter Companies 5 2,77,30,264 44.53
Mutual funds 15 13,39,104 2.15
FI / Banks 6 44,759 0.07
Insurance Companies 2 3,26,500 0.52
FII / FFI / FPI 100 6,70,661 1.08
NRI 3,750 10,77,432 1.73
Body Corporates 1,535 31,04,524 4.99
Trusts 19 44,058 0.07
Directors & relatives 1 2,000 0.00
Individuals 1,34,519 2,79,37,138 44.86
Total 1,39,952 6,22,76,440 100.00
The distribution and categories of shareholding is aggregated based on the Folio/ DP Id – Client Id of the shareholder.
Tata Elxsi Share Price Vs. S&P CNX Nifty Index
1400 13,000
1300
12,000
1200
Tata Elxsi Share Price (`)
11,000
S & P CNX Nifty Index

1100
1000
10,000
900
9,000
800
700 8,000
600
7,000
500
400 6,000
Jun-19
Jul-19
Apr-19
May-19
Aug-19
Sep-19
Dec-19
Jan-19
Feb-20
Mar-20
Oct-19
Nov-19
TEL Share Price S&P CNX Nifty


Independent Auditor’s Certificate on Compliance of Corporate

Governance Report
To the Members of Tata Elxsi Limited
This Certificate is issued in accordance with the terms of our We have conducted our examination in accordance with
engagement letter dated 08 July 2019. the ‘Guidance Note on Reports or Certificates for Special
Purposes’ issued by the Institute of Chartered Accountants
Tata Elxsi Limited (‘the Company’) requires Independent
of India. The Guidance Note requires that we comply with
Auditor’s Certificate on Corporate Governance as stipulated
the ethical requirements of the Code of Ethics issued by the
in Regulations 17-27, Clauses (b) to (i) of Regulation
Institute of Chartered Accountants of India.
46(2) and paragraphs C, D and E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations We have complied with the relevant applicable requirements
and Disclosure Requirements) Regulations, 2015 (‘Listing of the Standard on Quality Control (SQC) 1, Quality Control
Regulations’) for the period 1 April 2019 to 31 March 2020. for firms that Perform Audits and Reviews of Historical
Financial Information, and Other Assurance and Related
Managements’ Responsibility
Services Engagements.
The preparation of the Corporate Governance report is
Opinion
the responsibility of the Management of the Company
along with the maintenance of all its relevant supporting In our opinion and to the best of information and according
records and documents. The Management is responsible for to the explanations given to us and representations made by
ensuring that the Company complies with the requirements the Management, we certify that the Company has complied
as stipulated in Regulations 17-27, Clauses (b) to (i) of with the conditions of Corporate Governance as specified
Regulation 46(2) and paragraphs C, D and E of Schedule in Regulations 17-27, Clauses (b) to (i) of Regulation 46(2)
V of the Listing Regulations for the period 1 April 2019 and paragraphs C, D and E of Schedule V of the Listing
to 31 March 2020. This responsibility includes the design, Regulations, as applicable.
implementation and maintenance of internal control relevant
We state that such compliance is neither an assurance as to
to the preparation and presentation of the report and
the future viability of the Company nor as to the efficiency
applying an appropriate basis of preparation.
or effectiveness with which the Management has conducted
Auditor’s Responsibility the affairs of the Company.
Pursuant to the requirements of the Listing Regulations, Restriction on use
our responsibility is to state whether the Company has
This Certificate is issued solely for the purpose of complying
complied with the above said compliances of the conditions
with Regulations 17-27, Clauses (b) to (i) of Regulation
of Corporate Governance for the period 1 April 2019 to 31
46(2) and paragraphs C, D and E of Schedule V of the
March 2020.
Listing Regulations for the period 1 April 2019 to 31 March
We have examined the compliance of conditions of 2020 and may not be suitable for any other purpose.
Corporate Governance by the Company for the period 1 for B S R & Co. LLP
April 2019 to 31 March 2020 as per Regulations 17-27, Chartered Accountants
Clauses (b) to (i) of Regulation 46(2) and paragraphs C, Firm registration number: 101248W/W-100022
D and E of Schedule V of the Listing Regulations. Our
examination was limited to procedures and implementation
thereof, adopted by the Company for ensuring the Sanjay Sharma
compliance of the conditions of the Corporate Governance. Partner
It is neither an audit nor an expression of opinion on the Place: Bengaluru Membership number: 063980
financial statements of the Company. Date: April 20, 2020 UDIN: 20063980AAAABZ9894

INDEPENDENT AUDITOR’S REPORT
To the Members of Tata Elxsi Limited
Report on the Audit of the Ind AS Financial Statements
Opinion
We have audited the Ind AS financial statements (“financial statements”) of Tata Elxsi Limited (“the Company”), which
comprise the balance sheet as at 31 March 2020, and the statement of profit and loss (including other comprehensive
income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at
31 March 2020, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Auditor's Report | 65
Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matter How the matter was addressed in our audit
Accuracy of revenue recognition in respect of fixed price In view of its significance we applied the following audit
contracts (Refer Note 2.4 to the financial statements) procedures in this matter, among others to obtain sufficient
appropriate audit evidence:
The Company engages in fixed price contracts, with its
customers where, revenue from each contract is recognised • Obtaining an understanding the systems, processes and
based on on percentage of completion. This involves controls implemented by the Company with respect
computation of actual cost incurred and estimation of total to recognition of actual cost incurred on each contract
cost on each contract to measure progress towards completion (including allocation and apportionment), estimation of
(the input method). future cost to completion, estimation of provision for
onerous contract, measurement of unbilled revenue,
Accuracy of revenue recognition in respect of fixed price
unearned revenue and the total contract revenue on its
contracts has been identified as a Key Audit Matter considering
completion. .
that:
• Involving Information technology (‘IT’) specialists to
• these contracts involve identification of actual cost
assess the design and operating effectiveness of key IT
incurred on each contract including allocation and
controls relating to revenue recognition and in particular:
apportionment;
 IT environment in which the business systems
• these contracts require estimation of future cost-to-
operate, including access controls, program change
completion of each contract as well as critical estimates
controls, program development controls and IT
to make provision for onerous contract;
operation controls;
• at year-end a significant amount of contract assets
 Access and application controls pertaining to time
(unbilled revenue) and contract liabilities (unearned
recording and allocation systems which prevent
revenue) related to each contract is to be identified.
unauthorised changes to recording of costs and
revenue.
• For selected samples of fixed contracts, –
 Evaluated the contractual terms to identify the
performance obligation and assessed the basis of
revenue recognition;
 Checked the approval for estimates of cost to
completion by authorised personnel of the Company;
 Carried out a retrospective assessment of costs
incurred with estimated costs to identify any
significant variation and checked whether those
variations have been considered in estimating the
remaining costs to complete the contract; and
 Verified the contract assets and contract liabilities
on balance sheet by evaluating the underlying
documentation to identify possible delays in achieving
milestones which require change in estimated costs
to complete the remaining performance obligations;
 Checked journal entries impacting the revenue
recognition for the period selected based on specified
risk-based criteria.
• Checked the adequacy of provision in respect of onerous
contracts.
66 | Auditor's Report
Other Information Auditor’s Responsibilities for the Audit of the Financial
Statements
The Company’s management and Board of Directors are
responsible for the other information. The other information Our objectives are to obtain reasonable assurance about
comprises the information included in the Company’s annual whether the financial statements as a whole are free from
report but does not include the financial statements and our material misstatement, whether due to fraud or error,
auditors’ report thereon. and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
Our opinion on the financial statements does not cover not a guarantee that an audit conducted in accordance
the other information and we do not express any form of with SAs will always detect a material misstatement when it
assurance conclusion thereon. exists. Misstatements can arise from fraud or error and are
In connection with our audit of the financial statements, our considered material if, individually or in the aggregate, they
responsibility is to read the other information and, in doing could reasonably be expected to influence the economic
so, consider whether the other information is materially decisions of users taken on the basis of these financial
inconsistent with the financial statements or our knowledge statements.
obtained in the audit or otherwise appears to be materially As part of an audit in accordance with SAs, we exercise
misstated. If, based on the work we have performed, we professional judgment and maintain professional skepticism
conclude that there is a material misstatement of this other throughout the audit. We also:
information, we are required to report that fact. We have
• Identify and assess the risks of material misstatement of
nothing to report in this regard.
the financial statements, whether due to fraud or error,
Management’s Responsibility for the Financial Statements design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
The Company’s management and Board of Directors are and appropriate to provide a basis for our opinion. The
responsible for the matters stated in section 134(5) of risk of not detecting a material misstatement resulting
the Act with respect to the preparation of these financial from fraud is higher than for one resulting from error,
statements that give a true and fair view of the state as fraud may involve collusion, forgery, intentional
of affairs, profit/loss and other comprehensive income, omissions, misrepresentations, or the override of
changes in equity and cash flows of the Company in internal control.
accordance with the accounting principles generally
accepted in India, including the Indian Accounting • Obtain an understanding of internal control relevant to
Standards (Ind AS) specified under section 133 of the Act. the audit in order to design audit procedures that are
This responsibility also includes maintenance of adequate appropriate in the circumstances. Under section 143(3)
accounting records in accordance with the provisions of the (i) of the Act, we are also responsible for expressing
our opinion on whether the company has adequate
Act for safeguarding of the assets of the Company and for
internal financial controls with reference to financial
preventing and detecting frauds and other irregularities;
statements in place and the operating effectiveness of
selection and application of appropriate accounting policies;
such controls.
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of • Evaluate the appropriateness of accounting policies
adequate internal financial controls that were operating used and the reasonableness of accounting estimates
effectively for ensuring the accuracy and completeness of and related disclosures made by management.
the accounting records, relevant to the preparation and • Conclude on the appropriateness of management’s use
presentation of the financial statements that give a true and of the going concern basis of accounting and, based
fair view and are free from material misstatement, whether on the audit evidence obtained, whether a material
due to fraud or error. uncertainty exists related to events or conditions
In preparing the financial statements, management that may cast significant doubt on the Company’s
and Board of Directors are responsible for assessing ability to continue as a going concern. If we conclude
the Company’s ability to continue as a going concern, that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related
disclosing, as applicable, matters related to going concern
disclosures in the financial statements or, if such
and using the going concern basis of accounting unless
disclosures are inadequate, to modify our opinion. Our
management either intends to liquidate the Company or to
conclusions are based on the audit evidence obtained
cease operations, or has no realistic alternative but to do so.
up to the date of our auditor’s report. However, future
Board of Directors is also responsible for overseeing the events or conditions may cause the Company to cease
Company’s financial reporting process. to continue as a going concern.
• Evaluate the overall presentation, structure and content b) In our opinion, proper books of account
of the financial statements, including the disclosures, as required by law have been kept by the
and whether the financial statements represent the Company so far as it appears from our
underlying transactions and events in a manner that examination of those books.
achieves fair presentation.
c) The balance sheet, the statement of profit and
We communicate with those charged with governance loss (including other comprehensive income),
regarding, among other matters, the planned scope and the statement of changes in equity and the
timing of the audit and significant audit findings, including statement of cash flows dealt with by this
any significant deficiencies in internal control that we Report are in agreement with the books of
identify during our audit. account.
We also provide those charged with governance with a d) In our opinion, the aforesaid financial
statement that we have complied with relevant ethical statements comply with the Ind AS specified
requirements regarding independence, and to communicate under section 133 of the Act.
with them all relationships and other matters that may e) On the basis of the written representations
reasonably be thought to bear on our independence, and received from the directors as on 31 March
where applicable, related safeguards. 2020 taken on record by the Board of Directors,
From the matters communicated with those charged with none of the directors is disqualified as on 31
March 2020 from being appointed as a director
governance, we determine those matters that were of most
in terms of Section 164(2) of the Act.
significance in the audit of the financial statements of the
current period and are therefore the key f) With respect to the adequacy of the internal
financial controls with reference to financial
audit matters. We describe these matters in our auditor’s
statements of the Company and the operating
report unless law or regulation precludes public disclosure
effectiveness of such controls, refer to our
about the matter or when, in extremely rare circumstances,
separate Report in “Annexure B”.
we determine that a matter should not be communicated
in our report because the adverse consequences of doing (B) With respect to the other matters to be included in
so would reasonably be expected to outweigh the public the Auditors’ Report in accordance with Rule 11 of
interest benefits of such communication. the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
Report on Other Legal and Regulatory Requirements according to the explanations given to us:
1. As required by the Companies (Auditor’s Report) Order, i. The Company has disclosed the impact of
2016 (“the Order”) issued by the Central Government pending litigations as at 31 March 2020 on its
in terms of section 143 (11) of the Act, we give in the financial position in its financial statements -
“Annexure A” a statement on the matters specified Refer Note 33 to the financial statements;
in paragraphs 3 and 4 of the Order, to the extent
applicable. ii. The Company did not have any long-term
contracts including derivative contracts for
(A) As required by Section 143(3) of the Act, we report which there were any material foreseeable
that: losses;
a) We have sought and obtained all the iii. There has been no delay in transferring
information and explanations which to the best amounts, required to be transferred, to the
of our knowledge and belief were necessary Investor Education and Protection Fund by the
for the purposes of our audit. Company;
iv. The disclosures in the financial statements to any director is not in excess of the limit laid
regarding holdings as well as dealings in down under Section 197 of the Act. The Ministry of
specified bank notes during the period from Corporate Affairs has not prescribed other details
8 November 2016 to 30 December 2016 have under Section 197(16) which are required to be
not been made in these financial statements commented upon by us.
since they do not pertain to the financial year
ended 31 March 2020. for B S R & Co LLP
(C) With respect to the matter to be included in the Chartered Accountants
Auditors’ Report under section 197(16): Firm’s Registration No: 101248W/W-100022
In our opinion and according to the information

and explanations given to us, the remuneration Sanjay Sharma
paid by the company to its directors during the Partner
current year is in accordance with the provisions Place: Bengaluru Membership Number: 063980
of Section 197 of the Act. The remuneration paid Date: 20 April 2020 UDIN: 20063980AAAABY2851
Annexure A to the Independent Auditor’s Report
With reference to the Annexure A referred to in the or unsecured to companies, firms, limited liability
Independent Auditor’s Report to the members of the partnerships or other parties covered in the register
Company on the financial statements for the year ended 31 maintained under section 189 of the Act.
March 2020, we report the following:
(iv) In our opinion and according to the information and
(i) (a) The Company has maintained proper records explanations given to us, the Company does not have
showing full particulars, including quantitative any transactions to which the provisions of Section 185
details and situation of fixed assets. and 186 apply.
(b) The Company has a regular programme of physical (v) The Company has not accepted any deposits from the
verification of its fixed assets, by which all fixed public within the meaning of the directives issued by
assets are verified in a phased manner over a the Reserve Bank of India, provisions of Section 73 to
period of two years. In our opinion, this periodicity 76 of the Act, any other relevant provisions of the Act
of physical verification is reasonable having regard and the relevant rules framed thereunder.
to the size of the Company and the nature of its (vi) According to the information and explanations given
assets. Pursuant to the programme, certain fixed to us the Central Government has not prescribed the
assets were physically verified during the year and maintenance of cost records under Section 148 of the
no material discrepancies were noticed on such Act for any of the services rendered by the Company.
verification.
(vii) (a) According to the information and explanations
(c) According to the information and explanations given to us and on the basis of our examination of
given to us and on the basis of our examination the records of the Company, amounts deducted/
of the records of the Company, the title deeds of accrued in the books of account in respect of
immovable properties included in fixed assets are undisputed statutory dues including Provident
held in the name of the Company. fund, Employees’ State Insurance, Income-tax,
In respect of immovable properties been taken Goods and Services tax, duty of Customs, Cess
on lease and disclosed as property, plant and and other material statutory dues have generally
equipment (including Right of Use assets) in the been regularly deposited during the year by the
financial statements, the lease agreements are in Company with the appropriate authorities. As
the name of the Company. explained to us, the Company did not have any
dues on account of duty of excise.
(ii) The inventory has been physically verified by the
management during the year. In our opinion, the According to the information and explanations
frequency of such verification is reasonable. The given to us, no undisputed amounts payable
Company has maintained proper records of inventory. in respect of Provident fund, Employees’ State
Insurance, Income-tax, Goods and Services tax,
The discrepancies noticed on verification between the
duty of Customs, Cess and other material statutory
physical stock and the book records were not material.
dues were in arrears as at 31 March 2020, for a
(iii) According to the information and explanations given period of more than six months from the date they
to us, the Company has not granted any loans, secured became payable.
(b) According to the information and explanations given to us, there are no dues of Income-tax or Sales tax or Service
tax or Goods and Services tax or duty of Customs or Value added tax which have not been deposited by the
Company on account of disputes, except for the following:
Name of the statute Nature of the Amount Period to which Forum where dispute is
dues (Rs in lakhs) amount relates pending
The Income Tax Act, 1961 Income tax 67.29 Financial Year 2008-09 Income Tax Appellate Tribunal
The Income Tax Act, 1961 Income Tax --* Financial Year 1999-00, Supreme Court
2000-01, 2001-02
The Income Tax Act, 1961 Income tax 2,930.13 Financial year 2012-13 Commissioner of Income-tax
(penalty) (Appeals)
* Net of Rs 109.80lakhs paid under protest
(viii)In our opinion and according to the information and are in compliance with Sections 177 and 188 of the Act,
explanations given to us, the Company did not have where applicable, and details of such transactions have
any outstanding loans or borrowings from financial been disclosed in the financial statements as required
institutions, bank, government or debenture-holders. by the applicable accounting standards.
(ix) In our opinion and according to the information and (xiv)According to the information and explanations given to
explanations given to us, the Company did not raise any us and based on our examination of the records of the
money by way of initial public offer or further public Company, the Company has not made any preferential
offer (including debt instruments) and term loans allotment or private placement of shares or fully or
during the year. partly convertible debentures during the year.
(x) To the best of our knowledge and according to the (xv) According to the information and explanations given to
information and explanations given to us, no material us and based on our examination of the records of the
fraud by the Company or on the Company by its Company, the Company has not entered into non-cash
officers or employees has been noticed or reported transactions with directors or persons connected with
during the year. him.
(xi) In our opinion and according to the information and (xvi)According to the information and explanation given to
explanations given to us and based on examination of us, the Company is not required to be registered under
the records of the Company, the Company has paid/ section 45-IA of the Reserve Bank of India Act 1934.
provided managerial remuneration in accordance with
the requisite approvals mandated by the provisions of for B S R & Co LLP
Section 197 read with Schedule V to the Act. Chartered Accountants
Firm’s Registration No: 101248W/W-100022
(xii) According to the information and explanations given to
us, in our opinion, the Company is not a Nidhi Company
as prescribed under Section 406 of the Act.
Sanjay Sharma
(xiii)According to the information and explanations given Partner
to us and based on our examination of the records of Place: Bengaluru Membership Number: 063980
the Company, all transactions with the related parties Date: 20 April 2020 UDIN: 20063980AAAABY2851
Annexure B to the Independent Auditors’ report on the financial statements of

Tata Elxsi Limited for the year ended 31 March 2020.
Report on the internal financial controls with reference to to the extent applicable to an audit of internal financial
the aforesaid financial statements under Clause (i) of Sub- controls with reference to financial statements. Those
section 3 of Section 143 of the Companies Act, 2013 Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit
(Referred to in paragraph 1(A)(f) under ‘Report on Other
to obtain reasonable assurance about whether adequate
Legal and Regulatory Requirements’ section of our report
internal financial controls with reference to financial
of even date)
statements were established and maintained and whether
Opinion such controls operated effectively in all material respects.
We have audited the internal financial controls with Our audit involves performing procedures to obtain audit
reference to financial statements of Tata Elxsi Limited (“the evidence about the adequacy of the internal financial
Company”) as of 31 March 2020 in conjunction with our controls with reference to financial statements and their
audit of the financial statements of the Company for the operating effectiveness. Our audit of internal financial
year ended on that date. controls with reference to financial statements included
obtaining an understanding of such internal financial
In our opinion, the Company has, in all material respects,
controls, assessing the risk that a material weakness exists,
adequate internal financial controls with reference to
and testing and evaluating the design and operating
financial statements and such internal financial controls
effectiveness of internal control based on the assessed
were operating effectively as at 31 March 2020, based on
risk. The procedures selected depend on the auditor’s
the internal financial controls with reference to financial
judgement, including the assessment of the risks of material
statements criteria established by the Company considering
misstatement of the financial statements, whether due to
the essential components of internal control stated in the
fraud or error.
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered We believe that the audit evidence we have obtained is
Accountants of India (the “Guidance Note”). sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls with
Management’s Responsibility for Internal Financial
reference to financial statements.
Controls
Meaning of Internal Financial controls with Reference to
The Company’s management and the Board of Directors
Financial Statements
are responsible for establishing and maintaining internal
financial controls based on the internal financial controls A company’s internal financial controls with reference
with reference to financial statements criteria established to financial statements is a process designed to provide
by the Company considering the essential components reasonable assurance regarding the reliability of financial
of internal control stated in the Guidance Note. These reporting and the preparation of financial statements for
responsibilities include the design, implementation and external purposes in accordance with generally accepted
maintenance of adequate internal financial controls that accounting principles. A company’s internal financial
were operating effectively for ensuring the orderly and controls with reference to financial statements include
efficient conduct of its business, including adherence to those policies and procedures that (1) pertain to the
company’s policies, the safeguarding of its assets, the maintenance of records that, in reasonable detail, accurately
prevention and detection of frauds and errors, the accuracy and fairly reflect the transactions and dispositions of the
and completeness of the accounting records, and the timely assets of the company; (2) provide reasonable assurance
preparation of reliable financial information, as required that transactions are recorded as necessary to permit
under the Companies Act, 2013 (hereinafter referred to as preparation of financial statements in accordance with
“the Act”). generally accepted accounting principles, and that receipts
and expenditures of the company are being made only
Auditors’ Responsibility
in accordance with authorisations of management and
Our responsibility is to express an opinion on the Company’s directors of the company; and (3) provide reasonable
internal financial controls with reference to financial assurance regarding prevention or timely detection
statements based on our audit. We conducted our audit of unauthorised acquisition, use, or disposition of the
in accordance with the Guidance Note and the Standards company’s assets that could have a material effect on the
on Auditing, prescribed under section 143(10) of the Act, financial statements.
Inherent Limitations of Internal Financial controls with in conditions, or that the degree of compliance with the
Reference to Financial Statements policies or procedures may deteriorate.
Because of the inherent limitations of internal financial for B S R & Co LLP
controls with reference to financial statements, including the Chartered Accountants
possibility of collusion or improper management override Firm’s Registration No: 101248W/W-100022
of controls, material misstatements due to error or fraud
may occur and not be detected. Also, projections of any
evaluation of the internal financial controls with reference to Sanjay Sharma
financial statements to future periods are subject to the risk Partner
that the internal financial controls with reference to financial Place: Bengaluru Membership Number: 063980
statements may become inadequate because of changes Date: 20 April 2020 UDIN: 20063980AAAABY2851
BALANCE SHEET
` lakhs
Note As at As at
March 31, 2020 March 31, 2019
ASSETS
Non-current assets
(a) Property, plant and equipment 3 (i) 8,229.25 8,724.93
(b) Capital work-in-progress 91.31 44.75
(c) Right of use assets 32(b) 5,183.27 -
(d) Intangible assets 3 (ii) 1,293.49 1,393.79
(e) Financial assets
(i) Investments * 4 - -
(ii) Loans receivable 6 (i) 1,682.70 1,514.17
(f) Deferred tax assets (net) 7 876.83 597.00
(g) Other assets 8 (i) 341.20 255.49
(h) Tax assets (net) 9 (i) 1,079.83 1,008.23
Total non-current assets 18,777.88 13,538.36
Current assets
(a) Inventories 10 171.20 166.23
(b) Financial assets
(i) Trade receivables 11 39,238.07 35,654.12
(ii) Cash and cash equivalents 12 22,842.45 5,371.04
(iii) Other bank balances 13 43,580.02 46,210.42
(iv) Loans 5 89.37 75.83
(v) Other financial assets 6 (ii) 8,440.70 6,397.13
(c) Other assets 8 (ii) 5,758.45 6,925.75
Total current assets 1,20,120.26 1,00,800.52
TOTAL ASSETS 1,38,898.14 1,14,338.88
EQUITY AND LIABILITIES
Equity
(a) Share capital 14 6,227.64 6,227.64
(b) Other equity 15 1,02,775.89 88,047.63
Total equity 1,09,003.53 94,275.27
Liabilities
Non-current liabilities
(a) Provisions 16 (i) 3,655.98 1,242.12
(b) Financial liabilities
(i) Borrowing - Lease liabilities 2.6 4,501.39 -
Total non-current liabilities 8,157.37 1,242.12
Current liabilities
(a) Financial liabilities
(i) Borrowing - Lease liabilities 2.6 1,325.66 -
(ii) Trade payables 17
a) Dues of micro, small and medium enterprises - -
b) Dues of creditors other than micro, small and medium enterprises 4,713.20 5,549.53
(iii) Other financial liabilities 18 4,669.41 4,535.48
(b) Other liabilities 20 7,649.87 6,145.23
(c) Provisions 16 (ii) 1,006.42 835.40
(d) Tax liabilities (net) 19 (i) 2,372.68 1,755.85
Total current liabilities 21,737.24 18,821.49
TOTAL EQUITY AND LIABILITIES 1,38,898.14 1,14,338.88
* value is less than a lakh
See accompanying notes to the Ind AS financial statements 1 - 42
As per our report of even date attached
for B S R & Co. LLP

Chartered Accountants
Firm Registration No.: 101248W/W-100022
for and on behalf of the Board
N G Subramaniam DIN: 07006215 Chairman

Sanjay Sharma Manoj Raghavan DIN: 0008458315 Managing Director
Partner Muralidharan H V Chief Financial Officer
Membership No.: 063980 G.Vaidyanathan Company Secretary
Bengaluru, April 20, 2020 Bengaluru, April 20, 2020
74 | Balance Sheet
STATEMENT OF PROFIT AND LOSS
` lakhs
Note For the year ended For the year ended
March 31, 2020 March 31, 2019
Revenue from operations 21 1,60,986.04 1,59,693.16
Other income (net) 22 5,841.25 4,346.16
Total income 1,66,827.29 1,64,039.32
EXPENSES
Purchases 23 8,112.51 10,056.19
Changes in inventories of stock-in-trade - (increase) / decrease 24 (4.97) (166.23)
Employee benefit expenses 25 95,086.76 84,258.08
Finance costs 556.26 -
Depreciation and amortisation expense 3 & 32(b) 4,341.34 2,509.65
Other expenses 26 23,491.35 24,041.76
Total expenses 1,31,583.25 1,20,699.45
Profit before tax 35,244.04 43,339.87
Tax expense
i) Current tax 9,513.00 14,367.80
ii) Deferred tax 121.03 (24.82)
Total tax expense 9,634.03 14,342.98
Profit for the year 25,610.01 28,996.89
Other comprehensive income/(loss)
(i) Items that will not be reclassified subsequently to profit or (loss)
-Remeasurement of the defined benefit asset / (liability) (655.41) (458.40)
(ii) Income tax relating to items that will not be reclassified 229.03 160.18
subsequently to profit or loss
Other comprehensive income / (loss) for the year, net of income tax (426.38) (298.22)
Total comprehensive income for the year 25,183.63 28,698.67
Earnings per equity share (`) 28
(a) Basic 41.12 46.56
(b) Diluted 41.12 46.56
for B S R & Co. LLP


Statement of Profit and Loss | 75

STATEMENTS OF CHANGES IN EQUITY

A. EQUITY SHARE CAPITAL
` lakhs
Balance as at April 1, 2018 Changes in equity share capital during the year Balance as at March 31, 2019
6,227.64 - 6,227.64
` lakhs
Balance as at April 1, 2019 Changes in equity share capital during the year Balance as at March 31, 2020
6,227.64 - 6,227.64
B. OTHER EQUITY
` lakhs
Reserves and Surplus Items of other Total
comprehensive income
General Retained Remeasurement of the
reserve earnings defined benefit plans
As at April 1, 2018 6,596.00 61,190.04 (178.55) 67,607.49
Profit for the year - 28,996.89 - 28,996.89
Other comprehensive income (net of tax) - - (298.22) (298.22)
Total 6,596.00 90,186.93 (476.77) 96,306.16
Dividend and dividend distribution tax thereon paid - (8,258.53) - (8,258.53)
Transfer of profits of the year to general reserve 1,000.00 (1,000.00) - -
As at March 31, 2019 7,596.00 80,928.40 (476.77) 88,047.63
As at April 1, 2019 7,596.00 80,928.40 (476.77) 88,047.63
Transition impact of Ind AS 116 (Refer note 2.6) - (319.90) - (319.90)
Profit for the year - 25,610.01 - 25,610.01
Other comprehensive income (net of tax) - - (426.38) (426.38)
Total 7,596.00 1,06,218.51 (903.15) 1,12,911.36
Dividend and dividend distribution tax thereon paid - (10,135.47) - (10,135.47)
Transfer of profits of the year to general reserve 1,000.00 (1,000.00) - -
As at March 31, 2020 8,596.00 95,083.04 (903.15) 1,02,775.89
for B S R & Co. LLP


76 | Statements of Changes in Equity

STATEMENT OF CASH FLOW
` lakhs
For the year ended For the year ended
March 31, 2020 March 31, 2019
A. Cash flows from operating activities
Profit for the year 25,610.01 28,996.89
Adjustment for:
Income tax expense recognised in profit and loss 9,634.03 14,342.98
Depreciation and amortisation 4,341.34 2,509.65
Interest income recognised in profit and loss (3,311.14) (2,840.74)
Finance costs 556.26 -
Bad debts written off 31.08 41.72
Provision for doubtful debts 227.77 16.18
Loss/(Profit) on sale of assets (2.72) (13.66)
Net loss / (gain) arising on financial assets mandatorily 631.24 (317.32)
measured at fair value through profit and loss
Net unrealised exchange (gains) (1,202.74) 756.70
Operating profit before working capital changes 36,515.13 43,492.40
Movement in working capital:
Adjustments for (increase) / decrease in operating assets:
Loans (13.54) 7.87
Unbilled revenue (2,513.12) 1,958.35
Other financial assets (506.39) (60.74)
Other assets 1,390.65 (4,208.19)
Inventories (4.97) (166.23)
Trade receivables (3,156.66) (5,581.31)
Adjustments for increase / (decrease) in operating liabilities:
Provisions 2,584.88 415.30
Trade payables (890.27) 1,225.69
Other financial liabilities 358.73 (1,150.32)
Other liabilities 849.23 (161.88)
Cash generated from operations 34,613.67 35,770.94
Income tax paid (net) (8,967.77) (14,276.02)
Net Cash generated from operating activities - (A) 25,645.90 21,494.92
B. Cash flows from investing activities
Deposits as Margin Money or Security against commitments
Purchase of property, plant and equipment and intangibles (2,310.76) (3,151.56)
Proceeds from sale of property, plant and equipment and intangibles 21.91 16.67
Fixed deposit with banks having original maturity over 3 months, net 2,699.97 (15,000.02)
Interest received 3,487.31 2,260.19
Net Cash generated from/(used in) investing activities - (B) 3,898.43 (15,874.72)
Statement of Cash Flow | 77

` lakhs
March 31, 2020 March 31, 2019
C. Cash flows from financing activities
Payment of lease liability (2,235.80) -
Dividend including dividend tax paid (10,205.04) (8,258.53)
Net Cash used in financing activities - ( C) (12,440.84) (8,258.53)
Net increase / (decrease) in cash and cash equivalents (A+B+C) 17,103.49 (2,638.33)
Cash and cash equivalents as at beginning of the year 5,371.04 8,321.01
Effects of exchange rate changes on the balances of cash and cash 367.92 (311.64)
equivalents held in foreign currencies
Cash and cash equivalents as at end of the year (Refer note 12) 22,842.45 5,371.04
Reconciliation of cash and cash equivalents with the Balance Sheet:
*comprises:
(a) Cash on hand 0.44 0.39
(b) Funds-in-transit 946.27 -
(c) Cheques on hand - 6.17
(d) Balances with banks
i) in current accounts 17,885.83 5,364.48
ii) in deposit accounts 4,009.91 -
22,842.45 5,371.04
for B S R & Co. LLP


78 | Statement of Cash Flow

Notes forming part of the financial statements
A. SIGNIFICANT ACCOUNTING POLICIES All amounts included in the financial statements
are reported in lakhs of Indian rupees except share
1. Corporate information
and per share data, unless otherwise stated. Due
The Company is a public limited company incorporated to rounding off, the numbers presented throughout
in India in the year 1989 and domiciled in India. the document may not add up precisely to the
The Company has its registered office in Bengaluru, totals and percentages may not precisely reflect
Karnataka, India. It has its listings on the Bombay Stock the absolute figures.
exchange and National Stock Exchange in India.
2.3 Use of estimates and judgement
The Company provides product design and engineering
services to the consumer electronics, communications The preparation of these financial statements in
& transportation industries and systems integration conformity with the recognition and measurement
and support services for enterprise customers. It principles of Ind AS requires the management of
also provides digital content creation for media and the Company to make estimates and assumptions
entertainment industry. that affect the reported balances of assets and
liabilities, disclosures relating to contingent
The Company is headquartered in Bengaluru, and liabilities as at the date of the financial statements
operates through delivery centers in Bengaluru, and the reported amounts of income and expense
Chennai, Pune, Mumbai and Thiruvananthapuram. for the periods presented.
The Company’s operations are located in multiple cities Estimates and underlying assumptions are reviewed
in India, and in multiple international locations including on an ongoing basis. Revisions to accounting
USA, UK, France, Germany, Japan, Ireland, Netherlands, estimates are recognized in the period in which
South Africa, Portugal, Canada, and Spain. the estimates are revised and future periods are
2. Basis of preparation of financial statements affected.
2.1 Statement of compliance Key sources of estimation of uncertainty at the

date of the financial statements, which may cause
These financial statements are prepared in a material adjustment to the carrying amounts
accordance with Indian Accounting Standards of assets and liabilities within the next financial
(“Ind AS”), the provisions of the Companies Act, year, are in respect of percentage of completion of
2013 (“the Companies Act”), as applicable and contracts and recognition of probable loss, useful
guidelines issued by the Securities and Exchange lives of property, plant and equipment, provision
Board of India (“SEBI”). The Ind AS are prescribed for income tax and valuation of deferred tax assets,
under Section 133 of the Act read with Rule 3 of provision for warranty and other provisions and
the Companies (Indian Accounting Standards) contingent liabilities.
Rules, 2015 and Companies (Indian Accounting
Standards) Amendment Rules, 2016. Percentage of completion of contracts
These financial statements were authorized for The Company uses the percentage of completion
issue by the Board of Directors on April 20, 2020. method using the input (cost expended) method
to measure progress towards completion in
2.2 Basis of preparation and presentation respect of fixed price contracts. Percentage
These financial statements have been prepared of completion method relies on estimates of
on the historical cost basis, except for certain total expected contract revenue and costs. This
financial instruments which are measured at method is followed where reasonable dependable
fair values at the end of each reporting period, estimate of the revenue and costs applicable to
as explained in the accounting policies below. various elements of the contract can be made. Key
Historical cost is generally based on the fair value factors reviewed to estimate the future costs to
of the consideration given in exchange for goods complete include estimates of future manpower
and services. Fair value is the price that would costs and productivity efficiency. These estimates
be received to sell an asset or paid to transfer a are assessed continually during the term of the
liability in an orderly transaction between market contracts and the recognized revenue and profit
participants at the measurement date. are subject to revision as the contract progresses
Notes forming part of the financial statements | 79


to completion. When estimates indicate that a 2.4 Revenue recognition
loss will be incurred, the loss is provided for in the
The Company earns revenue primarily from
period in which the loss becomes probable.
providing information technology, engineering
Useful lives of property, plant and equipment design, systems integration and support services,
sale of licenses and maintenance of equipment. The
The Company reviews the useful life of property,
Company recognizes revenue as follows
plant and equipment at the end of each reporting
period. This reassessment may result in change in Revenue is recognised upon transfer of control of
depreciation expense in future periods. promised products or services to customers in an
amount that reflects the consideration which the
Provision for income tax and valuation of
Company expects to receive in exchange for those
deferred tax assets
products or services.
The Company’s major tax jurisdictions are India,
United Kingdom (UK) and the United States of • Revenue from time and material and job
America (USA). The Company also files tax returns contracts is recognised on output basis
in other foreign jurisdictions. Significant judgment measured by units delivered,
is involved in determining the provision for income efforts expended, etc.
taxes, including the amount expected to be paid • Revenue related to fixed price maintenance
or recovered in connection with uncertain tax and support services contracts where the
positions. Company is ready to provide services is
The Company reviews the carrying amount of recognised based on time elapsed mode and
deferred tax assets at the end of each reporting revenue is straight lined over the period of
period. The policy for the same has been explained performance.
under Note 2.9. • In respect of other fixed-price contracts,
Provision for warranty revenue is recognised using percentage-
of-completion method (‘POC method’)
As per the terms of the contracts, the Company of accounting with contract cost incurred
provides post-contract services / warranty support determining the degree of completion of the
to some of its customers. The Company accounts performance obligation. The contract cost
for the post-contract support / provision for used in computing the revenues include cost of
warranty on the basis of the information available fulfilling warranty obligations.
with the Management duly taking into account the
current and past technical estimates. • Revenue from the sale of distinct internally
developed software and manufactured
Provisions (other than provision for warranty) and systems and third party software is recognised
contingent liabilities upfront at the point in time when the system
A provision is recognized when the Company has / software is delivered to the customer.
a present obligation as a result of past event and In cases where implementation and / or
it is probable that an outflow of resources will customisation services rendered significantly
be required to settle the obligation, in respect of modifies or customises the software, these
which a reliable estimate can be made. Provisions services and software are accounted for as a
(excluding retirement benefits and compensated single performance obligation and revenue is
absences) are not discounted to its present value recognised over time on a POC method.
and are determined based on best estimate • Revenue from the sale of distinct third party
required to settle the obligation at the balance hardware is recognised at the point in time
sheet date. These are reviewed at each balance
when control is transferred to the customer.
sheet date and adjusted to reflect the current best
estimates. Contingent liabilities are not recognized • The solutions offered by the Company may
in the financial statements. A contingent asset is include supply of third-party equipment or
neither recognized nor disclosed in the financial software. In such cases, revenue for supply
statements. (Refer Note 33) of such third party products are recorded
80 | Notes forming part of the financial statements

at gross or net basis depending on whether assesses the products / services promised in
the Company is acting as the principal or a contract and identifies distinct performance
as an agent of the customer. The Company obligations in the contract. Identification
recognises revenue in the gross amount of of distinct performance obligation involves
consideration when it is acting as a principal judgement to determine the deliverables
and at net amount of consideration when it is and the ability of the customer to benefit
acting as an agent. independently from such deliverables.
Revenue is measured based on the transaction • Judgement is also required to determine
price, which is the consideration, adjusted the transaction price for the contract. The
for volume discounts, service level credits, transaction price could be either a fixed
performance bonuses, price concessions and amount of customer consideration or variable
incentives, if any, as specified in the contract consideration with elements such as volume
with the customer. Revenue also excludes taxes discounts, service level credits, performance
collected from customers. bonuses, price concessions and incentives. The
transaction price is also adjusted for the effects
Contract assets are recognised when there of the time value of money if the contract
is excess of revenue earned over billings on includes a significant financing component.
contracts. Contract assets are classified as unbilled Any consideration payable to the customer
receivables (only act of invoicing is pending) when is adjusted to the transaction price, unless it
there is unconditional right to receive cash, and is a payment for a distinct product or service
only passage of time is required, as per contractual from the customer. The estimated amount
terms. of variable consideration is adjusted in the
Unearned and deferred revenue (“contract transaction price only to the extent that it is
liability”) is recognised when there is billings in highly probable that a significant reversal in
excess of revenues. the amount of cumulative revenue recognised
will not occur and is reassessed at the end of
In accordance with Ind AS 37, the Company each reporting period. The Company allocates
recognises an onerous contract provision when the the elements of variable considerations to all
unavoidable costs of meeting the obligations under the performance obligations of the contract
a contract exceed the economic benefits to be unless there is observable evidence that they
received. pertain to one or more distinct performance
Contracts are subject to modification to account for obligations.
changes in contract specification and requirements. • The Company uses judgement to determine
The Company reviews modification to contract in an appropriate standalone selling price for
conjunction with the original contract, basis which a performance obligation. The Company
the transaction price could be allocated to a new allocates the transaction price to each
performance obligation, or transaction price of an performance obligation on the basis of the
existing obligation could undergo a change. relative stand-alone selling price of each
In the event transaction price is revised for existing distinct product or service promised in the
obligation a cumulative adjustment is contract. Where standalone selling price is not
accounted for. observable, the Company uses the expected
cost plus margin approach to allocate the
The Company disaggregates revenue from
transaction price to each distinct performance
contracts with customers by geography and nature
obligation.
of services.
• The Company exercises judgement in
Use of significant judgements in revenue
determining whether the performance
recognition
obligation is satisfied at a point in time or
• The Company’s contracts with customers could over a period of time. The Company considers
include promises to transfer multiple products indicators such as how customer consumes
and services to a customer. The Company benefits as services are rendered or who


controls the asset as it is being created or an estimate of costs to be incurred by the lessee in
existence of enforceable right to payment for dismantling and removing the underlying asset or
performance to date and alternate use of such restoring the underlying asset or site on which it
product or service, transfer of significant risks is located. The right-of-use assets is subsequently
and rewards to the customer, acceptance of measured at cost less any accumulated
delivery by the customer, etc. depreciation, accumulated impairment losses,
if any and adjusted for any remeasurement of
• Contract fulfilment costs are generally
the lease liability. The right-of-use assets is
expensed as incurred except for certain
depreciated using the straight-line method from
software licence costs which meet the criteria
the commencement date over the shorter of
for capitalisation. The assessment of this
lease term or useful life of right-of-use asset.
criteria requires the application of judgement,
The estimated useful lives of right-of-use assets
in particular when considering if costs generate
are determined on the same basis as those of
or enhance resources to be used to satisfy
property, plant and equipment. Right-of-use assets
future performance obligations and whether
are tested for impairment whenever there is any
costs are expected to be recovered
indication that their carrying amounts may not be
(refer note 8)
recoverable. Impairment loss, if any, is recognised
2.5 Other income in the statement of profit and loss.
Interest income is accounted for using the effective The Company measures the lease liability at the
interest method. present value of the lease payments that are not
paid at the commencement date of the lease.
Export benefits are accounted for, in the year of
The lease payments are discounted using the
exports, based on eligibility and when there is no
interest rate implicit in the lease, if that rate can
uncertainty in receiving the same.
be readily determined. If that rate cannot be
Foreign currency gains and losses are reported on readily determined, the Company uses incremental
net basis. borrowing rate. For leases with reasonably similar
characteristics, the Company, on a lease by lease
2.6 Leases basis, may adopt either the incremental borrowing
A contract is, or contains, a lease if the contract rate specific to the lease or the incremental
conveys the right to control the use of an identified borrowing rate for the portfolio as a whole. The
asset for a period of time in exchange for lease payments shall include fixed payments,
consideration. variable lease payments, residual value guarantees,
exercise price of a purchase option where the
Company as a lessee Company is reasonably certain to exercise that
The Company accounts for each lease component option and payments of penalties for terminating
within the contract as a lease separately from non- the lease, if the lease term reflects the lessee
lease components of the contract and allocates exercising an option to terminate the lease. The
the consideration in the contract to each lease lease liability is subsequently remeasured by
component on the basis of the relative stand-alone increasing the carrying amount to reflect interest
price of the lease component and the aggregate on the lease liability, reducing the carrying
stand-alone price of the non-lease components. amount to reflect the lease payments made and
remeasuring the carrying amount to reflect any
The Company recognises right-of-use asset reassessment or lease modifications or to reflect
representing its right to use the underlying asset revised in-substance fixed lease payments.
for the lease term at the lease commencement
date. The cost of the right-of-use asset measured The Company recognises the amount of the re-
at inception shall comprise of the amount of the measurement of lease liability as an adjustment to
initial measurement of the lease liability adjusted the right-of-use asset. Where the carrying amount
for any lease payments made at or before the of the right-of-use asset is reduced to zero and
commencement date less any lease incentives there is a further reduction in the measurement
received, plus any initial direct costs incurred and of the lease liability, the Company recognises

any remaining amount of the re-measurement in were classified as operating leases, the Company
statement of profit and loss. discounted lease payments using its incremental
borrowing rate at 1 April 2019. The weighted-
Transition to Ind AS 116
average rate applied is 8.5% for the leases having
Ministry of Corporate Affairs (“MCA”) through tenure of less than 3 years and 11% for those having
Companies (Indian Accounting Standards) more than 3 years.
Amendment Rules, 2019 and Companies (Indian On transition, the Company recognised a lease
Accounting Standards) Second Amendment Rules, liability measured at the present value of the
has notified Ind AS 116 Leases which replaces the remaining lease payments. The right-of-use asset is
existing lease standard, Ind AS 17 leases, and other recognised at its carrying amount as if the standard
interpretations. Ind AS 116 sets out the principles had been applied since the commencement of the
for the recognition, measurement, presentation and lease, but discounted using the lessee’s incremental
disclosure of leases for both lessees and lessors. borrowing rate as at April 1, 2019. Accordingly,
It introduces a single, on-balance sheet lease a right-of-use asset of ` 5,285.41 lakhs and a
accounting model for lessees. corresponding lease liability of ` 5,777.14 lakhs
The Company has adopted Ind AS 116, effective has been recognized. The cumulative effect on
annual reporting period beginning April 1, 2019 transition in retained earnings net off taxes is a
and applied the standard to its leases, modified debit of ` 319.90 lakhs. The principal portion of
retrospectively, with the cumulative effect of the lease payments and interest thereon have been
initially applying the Standard, recognised on disclosed under cash flow from financing activities.
the date of initial application (April 1, 2019). The lease payments for operating leases as per Ind
Accordingly, the Company has not restated the AS 17 - Leases, were earlier reported under cash
comparative information. Instead, the cumulative flow from operating activities.
effect of initially applying this standard has been On application of Ind AS 116, the nature of
recognised as an adjustment to the opening expenses has changed from lease rent in previous
balance of retained earnings as on April 1, 2019. periods to depreciation cost for the right-to-use
asset, and finance cost for interest accrued on lease
Refer note 2.6- Significant accounting policies-
liability.
Leases in the Annual report of the Company for the
year ended March 31, 2019, for the policy as per The difference between the future minimum lease
Ind AS 17 rental commitments towards non-cancellable
operating leases reported as at March 31, 2019
As a lessee: compared to the lease liability as accounted as at
For transition, the Company has elected not to April 1, 2019 is primarily due to inclusion of present
apply the requirements of Ind AS 116 leases for value of the lease payments for the cancellable
which the underlying asset is of low value on a term of the leases, reduction due to discounting of
lease-by-lease basis. The Company has used the the lease liabilities as per the requirement of Ind AS
practical expedient provided by the standard when 116 to which the Company has chosen to apply the
applying Ind AS 116 to leases previously classified practical expedient as per the standard.
as operating leases under Ind AS 17 and therefore, 2.7 Foreign currency:
has not reassessed whether a contract, is or
contains a lease, at the date of initial application, The functional currency of the Company is Indian
relied on its assessment of whether leases are Rupee.
onerous, applying Ind AS 37 immediately before Income and expenses in foreign currencies are
the date of initial application as an alternative to recorded at exchange rates prevailing on the date
performing an impairment review, excluded initial of the transaction. Foreign currency monetary
direct costs from measuring the right of use asset assets and liabilities are translated at the exchange
at the date of initial application and used hindsight rate prevailing on the balance sheet date and
when determining the lease term if the contract exchange gains and losses arising on settlement
contains options to extend or terminate the lease. and restatement are recognized in the statement of
When measuring lease liabilities for leases that profit and loss.


Non-monetary assets and liabilities that are Deferred income tax assets are recognized to the
measured in terms of historical cost in foreign extent that it is probable that taxable profit will be
currencies are not translated. available against which the deductible temporary
differences and the carry forward of unused tax
2.8 Taxes on income
credits and unused tax losses can be utilized.
Income tax expense comprises current tax expense
The carrying amount of deferred income tax assets
and the net change in the deferred tax asset or
is reviewed at each reporting date and reduced
liability during the year. Current and deferred tax
to the extent that it is no longer probable that
are recognized in statement of profit or loss, except
sufficient taxable profit will be available to allow
when they relate to items that are recognized in
all or part of the deferred income tax asset to be
other comprehensive income or directly in equity,
utilized.
in which case, the current and deferred tax are
also recognized in other comprehensive income or Deferred tax assets and liabilities are measured
directly in equity, respectively. using substantively enacted tax rates expected to
apply to taxable income in the years in which the
2.9 Current income taxes
temporary differences are expected to be received
The current income tax expense includes income or settled.
taxes payable by the Company and its branches
For operations carried out in SEZs, deferred tax
in India and overseas. The current tax payable by
assets or liabilities, if any, have been established
the Company in India is Indian income tax payable
for the tax consequences of those temporary
for their worldwide income after taking credit for
differences between the carrying values of assets
tax relief available for export operations in Special
and liabilities and their respective tax bases that
Economic Zones (SEZs).
reverse after the tax holiday ends.
Current income tax payable by overseas branches
Deferred tax assets and liabilities are offset when
of the Company is computed in accordance with
they relate to income taxes levied by the same
the tax laws applicable in the jurisdiction in which
taxation authority and the relevant entity intends to
the respective branch operates. The taxes paid are
settle its current tax assets and liabilities on a net
generally available for set off against the Indian
basis.
income tax liability of the Company’s worldwide
income. Minimum Alternative Tax (MAT) paid in accordance
with the tax laws in India, which is likely to give
Advance taxes and provisions for current income
future economic benefits in the form of availability
taxes are presented in the balance sheet after off-
of set off against future income tax liability.
setting advance tax paid and income tax provision
Accordingly, MAT is recognized as deferred tax
arising in the same tax jurisdiction and where the
asset in the balance sheet when the asset can be
relevant tax paying units intends to settle the asset
measured reliably and it is probable that the future
and liability on a net basis.
economic benefit associated with the asset will be
Deferred income taxes realized.
Deferred income tax is recognized using the 2.10 Inventories
balance sheet approach. Deferred income tax
Inventory comprise of computer systems and
assets and liabilities are recognized for deductible
software, components and spares.
and taxable temporary differences arising between
the tax base of assets and liabilities and their Components and spares are valued at lower of cost
carrying amount, except when the deferred income and net realizable value.
tax arises from the initial recognition of goodwill
Cost is determined on the basis of specific
or an asset or liability in a transaction that is
identification method.
not a business combination and affects neither
accounting nor taxable profit or loss at the time of Computer systems and software, components
the transaction. and spares intended for customer support are

written off over the effective life of the systems income on initial recognition. The transaction costs
maintained, as estimated by the management. directly attributable to the acquisition of financial
assets and liabilities at fair value through profit or
2.11 Financial instruments
loss are immediately recognized in profit or loss.
Financial assets and liabilities are recognized when
Financial liabilities at fair value through profit or
the Company becomes a party to the contractual
loss
provisions of the instrument. Financial assets
and liabilities are initially measured at fair value. Financial liabilities are classified as measured at
Transaction costs that are directly attributable amortised cost or FVTPL. A financial liability is
to the acquisition or issue of financial assets and classified as at FVTPL if it is classified as held for
financial liabilities (other than financial assets and trading, or it is a derivative or it is designated as
financial liabilities at fair value through profit or such on initial recognition. Financial liabilities at
loss) are added to or deducted from the fair value FVTPL are measured at fair value and net gains
measured on initial recognition of financial asset or and losses, including any interest expense, are
financial liability. recognised in profit or loss. Other financial liabilities
are subsequently measured at amortised cost using
Cash and cash equivalents
the effective interest method. Interest expense and
Cash comprises cash on hand and demand foreign exchange gains and losses are recognised
deposits with banks. Cash equivalents are short- in profit or loss. Any gain or loss on derecognition
term balances (with an original maturity of three is also recognised in profit or loss.
months or less from the date of acquisition), highly
Derecognition
liquid investments that are readily convertible into
known amounts of cash and which are subject to Financial assets
insignificant risk of changes in value.
The Company derecognises a financial asset when
Financial assets at amortized cost the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to
Financial assets are subsequently measured at
receive the contractual cash flows in a transaction
amortized cost if these financial assets are held
in which substantially all of the risks and rewards
within a business whose objective is to hold these
of ownership of the financial asset are transferred
assets in order to collect contractual cash flows and
or in which the Company neither transfers nor
the contractual terms of the financial asset give
retains substantially all of the risks and rewards
rise on specified dates to cash flows that are solely
of ownership and does not retain control of the
payments of principal and interest on the principal
financial asset.
amount outstanding.
If the Company enters into transactions whereby
Financial assets at fair value through other
it transfers assets recognised on its balance sheet,
comprehensive income
but retains either all or substantially all of the
Financial assets are measured at fair value through risks and rewards of the transferred assets, the
other comprehensive income if these financial transferred assets are not derecognised.
assets are held within a business whose objective is
Financial liabilities
achieved by both collecting contractual cash flows
and selling financial assets and the contractual The Company derecognises a financial liability
terms of the financial asset gives rise on specified when its contractual obligations are discharged or
dates to cash flows that are solely payments of cancelled, or expire.
principal and interest on the principal amount
The Company also derecognises a financial
outstanding
liability when its terms are modified and the cash
Financial assets at fair value through profit or loss flows under the modified terms are substantially
different. In this case, a new financial liability based
Financial assets are measured at fair value through
on the modified terms is recognised at fair value.
profit or loss unless it is measured at amortized
The difference between the carrying amount of the
cost or at fair value through other comprehensive
financial liability extinguished and the new financial


liability with modified terms is recognised in profit Leasehold improvements are depreciated over the
or loss. lower of the lease term and their useful lives.
2.12 Property, plant and equipment Capital work-in-progress:
Property, plant and equipment are stated at costs Amount paid towards the acquisition of property,
less accumulated depreciation (other than freehold plant and equipment outstanding as of each
land) and impairment loss, if any. reporting date and the cost of property, plant and
equipment not ready for intended use before such
The cost includes purchase price net of any trade
date are disclosed under capital work-in-progress.
discounts and rebates, any import duties and other
taxes (other than those subsequently recoverable The capital work- in-progress is carried at cost,
from the tax authorities), any directly attributable comprising direct cost, related incidental expenses
expenditure on making the asset ready for its and attributable interest.
intended use, other incidental expenses and
2.13 Intangible assets
interest on borrowings attributable to acquisition
of qualifying fixed assets up to the date the asset is Intangible assets purchased are measured at
ready for its intended use. Subsequent expenditure cost as of the date of acquisition, as applicable,
on fixed assets after its purchase / completion less accumulated amortization and accumulated
is capitalized only if such expenditure results impairment, if any.
in an increase in the future benefits from such
Intangible assets are amortized on a straight line
asset beyond its previously assessed standard of
basis over their estimated useful lives from the date
performance.
that they are available for use.
Depreciation is provided for property, plant and
The estimated useful lives of the intangible assets
equipment on the straight-line basis over the
and the amortization period are reviewed at the end
estimated useful life from the date the assets
of each financial year and the amortization period is
are ready for intended use. The estimated useful
revised to reflect the changed pattern, if any.
lives, residual values and depreciation method are
reviewed at the end of each reporting period, with The estimated useful lives are as mentioned below:
the effect of any changes in estimate accounted for
on a prospective basis. Type of asset Method Useful lives
* The Management believes that the useful lives as Technical Know-how Straight line 3 years *
given below best represents the period over which Computer Software Straight line 6 years
the management expects to use these assets based
on an internal assessment and technical evaluation Intangible assets under development.
where necessary. Hence, the useful lives of some Expenditure on research and development eligible
of these assets is different from the useful lives as for capitalization are carried as intangible assets
prescribed under part C of Schedule II of the Act. under development where such assets are not yet
The estimated useful lives are as mentioned below: ready for their intended use.
2.14. Employee benefits
Type of asset Method Useful lives
Buildings Straight line 30 years* Employee benefits include contribution to
provident fund, superannuation fund, gratuity
Plant and equipment Straight line 6 years* fund, compensated absences and employee state
Computer equipment Straight line 3 to 6 years insurance scheme.
Air conditioners Straight line 6 years* Defined benefit plans
Vehicles Straight line 8 years
Gratuity is a defined benefit plan, the cost of
Office equipment Straight line 5 years providing benefits is determined using the
Electrical installations Straight line 6 years* Projected Unit Credit Method, with actuarial
Furniture and fixtures Straight line 6 years* valuations, being carried out at the date of each

statement of financial position. The retirement Inter-segment revenue is accounted on the basis of
benefit obligations recognized in the statement transactions which are primarily determined based
of financial position represents the present value on market / fair value factors.
of the defined obligations reduced by the fair
Revenue, expenses, assets and liabilities which
value of scheme assets. Any, asset resulting from
relate to the Company as a whole and are not
this calculation is limited to the present value
of available refunds and reductions in future allocable to segments on reasonable basis have
contributions to the scheme. Under a defined been included under “unallocated revenue /
benefit plan, it is the Company’s obligation to expenses / assets / liabilities”.
provide agreed benefits to the employees. The 2.16 Earnings per share
related actuarial and investment risks fall on the
Company. Basic earnings per share is computed by dividing
the profit / (loss) after tax (including the post
Defined contribution plans tax effect of extraordinary items, if any) by
Contributions to defined contribution plans like the weighted average number of equity shares
provident fund and superannuation, funds are outstanding during the period. Diluted earnings
recognized as expense when employees have per share is computed by dividing the profit /
rendered services entitling them to such benefits. (loss) after tax (including the post tax effect
of extraordinary items, if any) as adjusted for
Compensated absences: dividend, interest and other charges to expense
Compensated absences which are expected to or income relating to the dilutive potential equity
occur within twelve months after the end of the shares, by the weighted average number of equity
period in which the employee renders the related shares considered for deriving basic earnings
services are stated as undiscounted liability at the per share and the weighted average number of
balance sheet date. Compensated absences which equity shares which could have been issued on the
are not expected to occur within twelve months conversion of all dilutive potential equity shares.
after the end of the period in which the employee Potential equity shares are deemed to be dilutive
renders the related services are stated as an only if their conversion to equity shares would
actuarially determined liability at the present value decrease the net profit per share from continuing
of the defined benefit obligation at the balance ordinary operations. Potential dilutive equity shares
sheet date. are deemed to be converted as at the beginning
of the period, unless they have been issued at
2.15 Segment reporting a later date. The dilutive potential equity shares
The Company identifies primary segments based are adjusted for the proceeds receivable had
on the dominant source, nature of risks and returns the shares been actually issued at fair value (i.e.
and the internal organization and management average market value of the outstanding shares).
reporting structure. The operating segments Dilutive potential equity shares are determined
are the segments for which separate financial independently for each period presented. The
information is available and for which operating number of equity shares and potentially dilutive
profit/loss amounts are evaluated regularly by the equity shares are adjusted for share splits / reverse
executive Management in deciding how to allocate share splits and bonus shares, as appropriate.
resources and in assessing performance. 2.17 Impairment
The accounting policies adopted for segment (i) Financial assets (other than a fair value)
reporting are in line with the accounting policies
of the Company. Segment revenue, segment The Company assesses at each date of balance
expenses, segment assets and segment liabilities sheet whether a financial asset or a group of
have been identified to segments on the basis of financial assets is impaired. Ind AS 109 requires
their relationship to the operating activities of the expected credit losses to be measured through
segment. a loss allowance. The Company recognizes


lifetime expected losses for all contract assets is determined for the cash generating unit
and / or all trade receivables that do not (CGU) to which the asset belongs.
constitute a financing transaction. For all other
financial assets, expected credit losses are If the recoverable amount of an asset (or
measured at an amount equal to the 12 month CGU) is estimated to be less than its carrying
expected credit losses or at an amount equal amount, the carrying amount of the asset (or
to the life time expected credit losses if the CGU) is reduced to its recoverable amount. An
credit risk on the financial asset has increased impairment loss is recognized in the statement
significantly since initial recognition. of profit and loss.
(ii) Non-financial assets 2.18 Operating cycle:

Property, plant and equipment and Intangible Based on the nature of products/activities of the
assets company and the normal time between acquisition
of assets and their realisation in cash and cash
Property, plant and equipment and intangible
equivalents, the company has determined its
assets with finite life are evaluated for
recoverability whenever there is any indication operating cycle as 12 months for the purpose of
that their carrying amounts may not be classification of its assets and liabilities as current
recoverable. If any such indication exists, the and non-current.
recoverable amount (i.e. higher of the fair 2.19 Recent Indian Accounting Standards (Ind AS)
value less cost to sell and the value-in-use) is
determined on an individual asset basis unless Ministry of Corporate Affairs (“MCA”) notifies new
the asset does not generate cash flows that standard or amendments to the existing standards.
are largely independent of those from other There is no such notification which would have
assets. In such cases, the recoverable amount been applicable from April 1, 2020.

3. (i) Property, plant and equipment
` lakhs
Description of assets Land - Land - Buildings Improvements Plant and Computer Furniture Office Electrical Air Vehicles Total
freehold leasehold to leasehold equipment equipment and equipment installations conditioners
premises fixtures
I. Gross carrying amount
Balance as at April 1, 2019 929.90 49.96 3,906.31 751.49 156.77 5,897.72 776.70 1,311.75 448.55 407.76 74.24 14,711.15
Additions - - 14.31 121.29 0.01 915.57 186.97 108.56 191.86 26.45 - 1,565.02
Less: Disposals/Deletions - - - 22.05 - 5.97 0.16 2.39 - 0.15 46.26 76.98
Balance as at March 31, 2020 929.90 49.96 3,920.62 850.73 156.78 6,807.32 963.51 1,417.92 640.41 434.07 27.98 16,199.19
II. Accumulated depreciation
Balance as at April 1, 2019 - 10.20 465.02 327.19 34.15 3,719.51 344.85 642.49 213.90 199.32 29.59 5,986.22
A
dd: Depreciation and - 3.40 158.07 251.77 27.48 991.34 147.24 271.12 99.62 78.58 13.09 2,041.71
amortisation expense for
the period
L
ess: Eliminated on disposal - - - 22.05 - 3.47 0.16 2.11 - 0.13 30.07 57.98
of assets
Balance as at March 31, 2020 - 13.60 623.09 556.91 61.63 4,707.38 491.93 911.50 313.52 277.78 12.61 7,969.94
III. Net carrying amount (I-II) 929.90 36.36 3,297.53 293.82 95.15 2,099.94 471.58 506.42 326.89 156.29 15.37 8,229.25
` lakhs
Description of assets Land - Land - Buildings Improvements Plant and Computer Furniture Office Electrical Air Vehicles Total
freehold leasehold to leasehold equipment equipment and equipment installations conditioners
premises fixtures
Balance as at April 1, 2018 929.90 49.96 3,865.56 451.18 42.76 4,273.13 640.23 1,082.48 375.11 339.86 80.11 12,130.28
Additions - - 40.75 300.31 114.01 1,625.76 136.47 229.91 73.44 67.90 - 2,588.55
Less: Disposals/Deletions - - - - - 1.17 - 0.64 - - 5.87 7.68
Balance as at March 31, 2019 929.90 49.96 3,906.31 751.49 156.77 5,897.72 776.70 1,311.75 448.55 407.76 74.24 14,711.15
II. Accumulated depreciation
Balance as at April 1, 2018 - 6.80 308.69 202.29 16.21 2,530.27 220.43 386.84 136.85 132.74 21.35 3,962.47
A
dd: Depreciation and - 3.40 156.33 124.90 17.94 1,189.97 124.42 255.65 77.05 66.58 12.52 2,028.76
amortisation expense for
the year
L
ess: Eliminated on disposal 0.73 - 4.28 5.01
of assets
Balance as at March 31, 2019 - 10.20 465.02 327.19 34.15 3,719.51 344.85 642.49 213.90 199.32 29.59 5,986.22
III. Net carrying amount (I-II) 929.90 39.76 3,441.29 424.30 122.62 2,178.21 431.85 669.26 234.65 208.44 44.65 8,724.93
Note: Leasehold land has been taken for lease period of 25 years and the Company has the option to acquire it at the end of lease term on an outright purchase basis by paying a nominal value to
the lessor.


3. (ii) Intangible assets
` lakhs
Description of assets Computer software Total
Balance as at April 1, 2019 3,095.09 3,095.09
Additions 367.95 367.95
Less: Disposals/Deletions 0.27 0.27
Balance as at March 31, 2020 3,462.77 3,462.77
II. Accumulated amortisation
Add: Amortisation expense for the period 468.05 468.05
Less: Eliminated on disposal of assets 0.07 0.07
III. Net carrying amount (I-II) 1,293.49 1,293.49
` lakhs
Description of assets Computer software Total
Additions 615.25 615.25
Less: Disposals/Deletions 0.34 0.34
II. Accumulated amortisation
Add: Amortisation expense for the year 480.89 480.89
Less: Eliminated on disposal of assets -
III. Net carrying amount (I-II) 1,393.79 1,393.79

` lakhs
As at As at
March 31, 2020 March 31, 2019
4 INVESTMENTS
Non-current
Unquoted
Investments in other entities * - -
(Refer note 38)
- -
* value is less than a lakh
5 LOANS
Unsecured, considered good
Current
Loans to employees 89.37 75.83
89.37 75.83
6 LOANS RECEIVABLE
(i) Non-current
Security deposits
Considered good 1,682.70 1,514.17
Considered doubtful 15.98 15.98
1,698.68 1,530.15
Less: provision for doubtful deposits 15.98 15.98
1,682.70 1,514.17
(ii) Current financial assets
a) Fair value of foreign exchange derivative contracts 90.34 343.17
b) Interest receivable 747.93 963.86
c) Unbilled receivables
Considered good 7602.22 5089.10
Considered doubtful - -
7602.22 5089.10
d) Security deposits 0.21 1.00
8,440.70 6,397.13
7 DEFERRED TAX ASSETS (NET)
Deferred tax assets / (liabilities) in relation to:
a) Property, plant and equipment and intangible assets (232.07) (105.73)
b) Provision for employee benefits 691.42 602.37
c) Provision for doubtful receivables 179.94 100.36
d) Leases 237.54 -
876.83 597.00

` lakhs
As at As at
March 31, 2020 March 31, 2019
8 OTHER ASSETS
(i) Non-current
Considered good
a) Capital advances 107.25 0.81
b) Prepaid expenses 233.95 254.68
341.20 255.49
(ii) Current
Considered good
a) Prepaid expenses 748.03 820.35
b) Indirect taxes recoverable 722.12 993.23
c) Advance to suppliers 283.33 549.57
d) Claims receivable 2,042.96 1,394.98
e) Contract assets 1,351.90 2,873.82
f) Contract fulfilment cost 279.14 187.33
g) Advance to employees 330.97 106.47
5,758.45 6,925.75
9 TAX ASSETS (NET)
(i) Non-current
- Tax deducted at source/advance tax paid (net of provision) 1,079.83 1,008.23
1,079.83 1,008.23
10 INVENTORIES
(At lower of cost or net realisable value)
Components and spares - for trading 171.20 166.23
171.20 166.23
11 TRADE RECEIVABLES
Current
Unsecured
(a) Considered good 39,238.07 35,654.12
(b) Considered doubtful 498.98 271.22
39,737.05 35,925.34
Less: Provision for impairment 498.98 271.22
39,238.07 35,654.12
Above balances of trade receivables include balances with related parties (Refer note 31)

` lakhs
As at As at
March 31, 2020 March 31, 2019
12 CASH AND CASH EQUIVALENTS
Cash on hand 0.44 0.39
Cheques on hand - 6.17
Funds-in-transit 946.27 -
Balances with banks
i) in current accounts 17,885.83 5,364.48
ii) Fixed deposits with original maturity less than 3 months 4,009.91 -
22,842.45 5,371.04
13 OTHER BANK BALANCES
a) in earmarked accounts
- Unclaimed dividends account 579.65 510.08
b) Fixed deposits with original maturity greater than 3 months 43,000.37 45,700.34
43,580.02 46,210.42
14 SHARE CAPITAL
Authorised :
70,000,000 equity shares of ` 10/- each
(March 31, 2019: 70,000,000 equity shares of ` 10/- each) 7,000.00 7,000.00
Issued :
62,303,840 equity shares of ` 10/- each
(March 31, 2019: 62,303,840 equity shares of ` 10/- each) 6,230.38 6,230.38
Subscribed and fully paid up :
62,276,440 equity shares of ` 10/-each
(March 31, 2019: 62,276,440 equity shares of ` 10/-each) 6,227.64 6,227.64
6,227.64 6,227.64
Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
Particulars As at March 31, 2020 As at March 31, 2019

Number of Amount in Number of Amount in
shares ` lakhs shares ` lakhs
Equity shares with voting rights
Opening balance 6,22,76,440 6,227.64 6,22,76,440 6,227.64
Closing balance 6,22,76,440 6,227.64 6,22,76,440 6,227.64


Details of shares held by each shareholder holding more than 5% shares:
Name of share holder As at March 31, 2020 As at March 31, 2019

Number of % of holding in Number of % of holding in
shares held that class of shares shares held that class of shares
Equity shares of `10 each with voting rights
Tata Sons Private Limited 2,62,95,264 42.22% 2,62,95,264 42.22%
Rights, preferences and contingencies attached to equity shares
The Company has only one class of equity shares, having a par value of ` 10/-. Each holder of equity share is entitled to
one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive
any of the remaining assets of the company, after distribution of all preferential amount. However, as on date no such
preferential amounts exist. The distribution will be in proportion to number of equity shares held by the shareholders.
` lakhs
As at As at
March 31, 2020 March 31, 2019
15 OTHER EQUITY
(i) General reserve:
Opening balance 7,596.00 6,596.00
Add: Transferred from surplus in statement of
profit and loss 1,000.00 1,000.00
8,596.00 7,596.00
(ii) Surplus in statement of profit and loss
Opening balance 80,451.63 61,011.49
Less: Transition impact of Ind AS 116, net (Refer note 2.6) (319.90) -
Add/(Less): Transferred from other comprehensive (426.38) (298.22)
income for the year
Less: Dividend including tax on dividend (10,135.47) (8,258.53)
Add: Net profit for the year 25,610.01 28,996.89
Balance available for appropriation 95,179.89 81,451.63
Less: Appropriations
a) Transfer to general reserve 1,000.00 1,000.00
Closing balance 94,179.89 80,451.63
102,775.89 88,047.63

` lakhs
As at As at
March 31, 2020 March 31, 2019
16 PROVISIONS
(i) Non-current
(a) Provision for employee benefits
- Provision for compensated absences 1,379.33 1,112.73
- Gratuity 44.65 129.39
- Pension 2,232.00 -
3,655.98 1,242.12
(ii) Current
(a) Provision for employee benefits
- Provision for compensated absences 903.62 736.77
(b) Other provisions
- Provision for warranty 102.80 98.63
1,006.42 835.40
Details of movement in other provisions is as follows:
` lakhs
Particulars Amount
Balance as at April 1, 2018 79.56
Net charge during the year 19.07
Balance as at March 31, 2019 98.63
Balance as at April 1, 2019 98.63
Net charge during the year 4.17
Balance as at March 31, 2020 102.80
Warranty claims:
Provision for warranty represents present value of management’s best estimate of the future outflow of economic benefits
that will be required in respect of services provided, the estimated cost of which is accrued at the time of providing
service. Management estimates the related provision for future warranty claims based on historical warranty claim
information and is adjusted regularly to reflect new information. The products are generally covered under a free warranty
period ranging up to 3 months.

` lakhs
As at As at
March 31, 2020 March 31, 2019
17 TRADE PAYABLES
Current
- Acceptances 42.76 82.17
- Other than acceptances
Trade payables - Micro, small and medium enterprises - -
Trade payables - Other than micro, small and medium enterprises 4,670.44 5,467.36
4,713.20 5,549.53
18 OTHER FINANCIAL LIABILITIES
Current
a) Employee related liabilities 3,705.56 3,795.01
b) Payables on purchase of fixed assets 5.59 230.39
c) Security deposit accepted 0.20 -
d) Unclaimed dividend 579.65 510.08
e) Fair value of foreign exchange derivative contracts 378.41
4,669.41 4,535.48
19 TAX LIABILITIES
(i) Current
- Provision for taxation (net of advance tax) 2,372.68 1,755.85
2,372.68 1,755.85
20 OTHER LIABILITIES
Current
a) Advance from customers 1,204.01 901.33
b) Contract liabilities 2,958.62 1,592.18
c) Statutory and other liabilities 3,487.24 3,651.72
7,649.87 6,145.23

` lakhs
March 31, 2020 March 31, 2019
21 REVENUE FROM OPERATIONS
Rendering of services 159,319.20 157,708.00
Sale of traded goods 1,666.84 1,985.16
1,60,986.04 1,59,693.16
Revenue disaggregation by segment is as follows:
Software development and services 156,278.24 154,313.33
System integration and support services 4,707.80 5,379.83
1,60,986.04 1, 59,693.16
Revenue disaggregation by geography is as follows:
India 19,234.99 19,282.17
US 55,775.55 48,980.71
Europe 65,865.16 70,577.16
Others 20,110.34 20,853.12
1,60,986.04 1,59,693.16
22 OTHER INCOME
a) Interest income:
i) Interest from banks on deposits 3,271.38 2,811.07
ii) Interest income on financial assets at amortised cost 39.76 29.67
b) Other gains and losses:
i) Net gain / (loss) on foreign currency transactions 1,921.35 32.11
ii) Net gain / (loss) arising on financial assets measured at fair value (631.24) 317.32
through profit or loss
iii) Gain / (loss) on sale of property, plant and equipment 2.72 13.66
c) Other non-operating income:
i) Export and other incentives/credits 1,099.74 982.92
ii) Miscellaneous income 137.54 159.41
5,841.25 4,346.16
23 PURCHASES
Spares, consumables and others 6,854.84 8,581.78
Purchase of traded goods - computers, networking and storage systems and 1,257.67 1,474.41
components and parts
8,112.51 10,056.19
24 CHANGES IN INVENTORIES
Inventories at the end of the year:
Stock-in-trade - components and spares 171.20 166.23
Inventories at the beginning of the year:
Stock-in-trade - components and spares 166.23 -
Net (increase) / decrease (4.97) (166.23)

` lakhs
March 31, 2020 March 31, 2019
25 EMPLOYEE BENEFIT EXPENSES
Salaries and wages 87,660.50 77,570.50
Contribution to provident and other funds 3,129.37 2,502.14
Staff welfare expenses 4,296.89 4,185.44
95,086.76 84,258.08
26 OTHER EXPENSES
Operating lease rentals (Refer note 2.6) 137.04 1,961.33
Rates and taxes 515.34 151.31
Power and fuel 896.33 871.39
Repairs and maintenance : Building 447.37 370.40
: Plant and equipment 945.27 823.30
: Others 702.70 631.77
Communication expenses 735.65 813.36
Inland travel and conveyance 790.69 853.15
Overseas travel 6,802.63 6,624.05
Advertisement and sales promotion expenses 839.46 788.10
Commission on sales 417.05 671.65
Printing and stationery 45.79 65.12
Motor vehicle expenses 318.57 384.58
Recruitment and training 261.69 323.12
Consultant fees for software development 7,012.68 6,171.72
Expenditure on corporate social responsibility 554.25 550.36
Legal and professional charges 1,316.32 1,425.39
Insurance 182.70 179.73
Bank and other charges 125.13 103.75
Auditors’ remuneration 53.90 55.80
Provision / (reversal) for doubtful debts / unbilled receivables 227.77 16.18
Bad debts written off 31.08 41.72
Provision for warranty (net) 4.17 19.07
Miscellaneous expenses 127.77 145.41
23,491.35 24,041.76
Note (i): Payments to the auditors excluding service tax, comprises:
As auditors - statutory audit 45.00 45.00
Company law matters 1.00 1.00
Other services 4.00 5.50
Reimbursement of expenses 3.90 4.30
53.90 55.80

B. NOTES ON ACCOUNTS
27. Income tax expense
` lakhs
Particulars Year ended Year ended
March 31,2020 March 31,2019
Current tax:
- In respect of current year 9,513.00 14,367.80
Deferred tax:
- In respect of current year 121.03 (24.82)
Total income tax expense recognised 9,634.03 14,342.98
The reconciliation of income tax expense at statutory income tax rate to income tax charged to statement of profit and loss is
as follows
` lakhs
Year ended Year ended
March 31, 2020 March 31, 2019
Expected income tax expense calculated at 34.944%(PY 34.944%) 12,315.68 15,144.68
Effect of expenses that are not deductible in determining taxable profit and 494.10 180.30
foreign tax credit
Effect of concessions (3,175.75) (982.00)
Income tax expense recognised in profit or loss 9,634.03 14,342.98
The tax rate used for 2019-20 reconciliation above is the corporate tax rate of 34.944% (PY 34.944%) payable by corporate
entities in India on taxable profits under Indian tax law.
The Company benefits from the tax holiday available for units set up under the Special Economic Zone Act, 2005. These tax
holidays are available for a period of fifteen years from the date of commencement of operations. Under the SEZ scheme,
the Pune unit which begins providing services on or after April 1, 2005 will be eligible for deductions of 100% of profits or
gains derived from export of services for the first five years, 50% of such profit or gains for a further period of five years
and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions. Further,
Thiruvananthapuram and Chennai unit started providing services after April 1,2018 and will be eligible for deductions of 100%
of profits or gains derived from export of services for the first five years, 50% of such profit or gains for a further period of five
years and 50% of such profits or gains for the balance period of five years subject to fulfilment of certain conditions.


28. Earnings per share

March 31, 2020 March 31, 2019
Earnings per share
Basic
Net profit / (loss) for the year attributable to the equity shareholders (` lakhs) 25,610.01 28,996.89
Weighted average number of equity shares 6,22,76,440 6,22,76,440
Par value per share (`) 10 10
Earnings per share - basic and diluted (`) 41.12 46.56
29. Employee benefit plans
29.1a Defined contribution plans
The Company makes Provident Fund, Superannuation Fund and contributions to Employee State Insurance as defined
contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified
percentage of the payroll costs to fund the benefits.
The Company recognised i) ` 1,899.33 lakhs and ` 1,567.37 lakhs for Provident Fund contributions for the year ended March
31, 2020 and March 31, 2019, respectively. ii) ` 809.95 lakhs and ` 645.69 lakhs for Superannuation Fund contributions for the
year ended March 31, 2020 and March 31, 2019, respectively. The contributions payable to these plans by the Company are at
rates specified in the rules of the schemes.
29.1b Defined benefit plans
The Company offers gratuity (included as part of Contribution to Provident and other funds in Note 25 Employee benefit
expenses) to its eligible employees under defined benefit plans.
The gratuity plan provides for a lump sum payment to vested employees at retirement, death while in employment or on
termination of employment of an amount equivalent to 15 days basic salary payable for each completed year of service.
Vesting occurs upon completion of five continuous years of service. The gratuity fund is managed by third party fund.
The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial
statements:

March 31, 2020 March 31, 2019
` lakhs ` lakhs
Change in defined benefit obligations
Present value of DBO at beginning of the year 3,162.06 2,465.33
Current service cost 416.40 308.41
Interest cost 236.20 186.37
Remeasurement of the net defined benefit liability 509.64 475.84
Benefits paid (460.92) (273.89)
Present value of DBO at the end of the year 3,863.38 3,162.06


March 31, 2020 March 31, 2019
` lakhs ` lakhs
Change in fair value of plan assets during the year
Fair value of plan assets at beginning of the year 3,032.67 2,407.14
Interest Income 226.54 181.98
Employer’s Contribution 1,016.67 700.00
Remeasurement -return on plan assets excluding amount included in interest 3.78 17.44
income
Benefits paid (460.92) (273.89)
Plan assets at the end of the year 3,818.74 3,032.67
Funded status
Deficit of plan assets over obligations (44.65) (129.39)
Surplus of plan assets over obligations - -
Category of Assets
Insurer managed funds 3,818.74 3,032.67
Service Cost 416.40 308.41
Net interest on net defined benefit (assets)/liability 9.66 4.39
Net periodic gratuity cost 426.06 312.80
Actual return on plan assets 226.54 181.98
Actuarial (gains ) and losses arising from changes in financial assumptions 173.64 18.73
Actuarial losses and (gains ) arising from changes in experience adjustments 336.00 457.10
Remeasurement of the net defined benefit liability 509.64 475.83
Remeasurement - return on plan as sets excluding amount included in interest (3.78) 17.43
income
Total 505.86 458.40
Year ended Year ended

March 31, 2020 March 31, 2019
Actuarial assumptions for defined benefit obligation
Discount rate 6.82% 7.47%
Expected return on plan assets 6.82% 7.47%
Salary escalation 5.00% 5.00%
Attrition : If past service <5 years 10.00% 10.00%
: If past service >5 years 8.00% 8.00%
The expected benefits are based on the same assumptions as are used to measure the Company’s defined benefit plan
obligations as at March 31, 2020. The Company is expected to contribute ` 578.63 lakhs to defined benefit obligations funds
for the year ending March 31, 2021.


The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date for
the estimated term of the obligations. The estimate of future salary increases considered, takes into account the inflation,
seniority, promotion, increments and other relevant factors.
The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate, expected
salary increase and employee turnover. The sensitivity analysis below have been determined based on reasonably possible
changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions
constant.
If the discount rate increases (decreases) by 1%, the defined benefit obligations would decrease by ` 260.96 lakhs (increase by
`300.08 lakhs) as at March 31, 2020. If the expected salary growth increases (decreases) by 1%, the defined benefit obligations
would increase by ` 302.58 lakhs (decrease by ` 267.56 lakhs) as at March 31, 2020. If the employee turnover rate increases
(decreases) by 1%, the defined benefit obligation would increase by ` 29.69 lakhs (decrease by ` 35.03 lakhs).
The sensitivity analysis has been performed based on reasonably possible changes of the respective assumptions occurring at
the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations
as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumption may be
correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligations has been
calculated using the Projected Unit Credit Method at the end of the reporting period, which is the same as that applied in
calculating the defined benefit obligation liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
Each year an Asset - Liability matching study is performed in which the consequences of the strategic investment policies are
analysed in terms of risk and return profiles. Investment and contribution policies are integrated within this study.
The defined benefit obligations shall mature after year ended March 31, 2020 as follows.
` lakhs
Year ending March 31, Defined benefit obligations
2021 345.10
2022 386.14
2023 408.59
2024 382.49
2025 362.26
Thereafter 5,384.51

30. Financial instruments- Fair values and Risk management.
The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument
are disclosed in note 2.11 to the financial statements.
(a) Financial assets and liabilities
The carrying value of financial instruments by categories as of March 31, 2020 is as follows:
` lakhs
Particulars Derivative instruments not Amortised cost Total carrying value
in hedging relationship
Assets:
Trade receivables - 39,238.07 39,238.07
Cash and cash equivalents - 22,842.45 22,842.45
Other bank balances - 43,580.02 43,580.02
Loans to employees - 89.37 89.37
Unbilled revenue - 7,602.22 7,602.22
Other financial assets 90.34 2,430.84 2,521.18
(Including Loans receivable)
Total 90.34 1,15,782.97 1,15,873.31
Liabilities:
Borrowings- Lease liabilities 5,827.05 5,827.05
Trade payables - 4,713.20 4,713.20
Other financial liabilities 378.41 4,291.00 4,669.41
Total 378.41 14,831.25 15,209.66
The carrying value of financial instruments by categories as of March 31, 2019 is as follows:
` lakhs
Assets:
Trade receivables - 35,654.12 35,654.12
Cash and cash equivalents - 5,371.04 5,371.04
Other bank balances - 46,210.42 46,210.42
Loans to employees - 75.83 75.83
Unbilled revenue - 5,089.10 5,089.10
Other financial assets 343.17 2,479.03 2,822.20
(Including Loans receivable)
Total 343.17 94,879.54 95,222.71

` lakhs
Liabilities:
Trade payables - 5,549.53 5,549.53
Other financial liabilities - 4,535.48 4,535.48
Total - 10,085.01 10,085.01
(b) Fair value hierarchy:
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:
• Level 1 —Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2—Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 —Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole
or in part using a valuation model based on assumptions that are neither supported by prices from observable current
market transactions in the same instrument nor are they based on available market data.
The investments included in Level 2 of fair value hierarchy have been valued using quotes available for similar assets and
liabilities in the active market. The investments included in Level 3 of fair value hierarchy have been valued using the cost
approach to arrive at their fair value. The cost of unquoted investments approximate the fair value because there is a
range of possible fair value measurements and the cost represents estimate of fair value within that range.
The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial
assets that are not measured at fair value on a recurring basis (but fair value disclosures are required):
(` lakhs)
As at March 31, 2020 Level 1 Level 2 Level 3 Total
Financial assets/liabilities:
Derivative financial assets 90.34 90.34
Derivative financial liabilities 378.41 378.41
(` lakhs)
As at March 31, 2019 Level 1 Level 2 Level 3 Total
Financial assets/liabilities:
Derivative financial assets 343.17 343.17
Derivative financial liabilities - -
(c) Financial risk management
The Company is exposed primarily to fluctuations in credit, liquidity and market risks, which may adversely impact the
fair value of its financial instruments. The Company has a risk management policy which covers risks associated with
the financial assets and financial liabilities. The risk management policy is approved by the Board of Directors. The focus
of risk management committee is to assess the unpredictability of the financial environment and to mitigate potential
adverse effects on the financial performance of the Company.

(d) Interest rate risk
The Company’s investments are primarily in fixed rate interest bearing fixed deposits with banks. Hence the Company is
not significantly exposed to interest rate risk
(e) Credit risk:
Credit risk is the risk of financial loss arising from counter party failure to repay or service debt according to the
contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of
creditworthiness as well as concentration of risks. Credit risk is controlled by analyzing credit limits and creditworthiness
of customers on a continuous basis to whom the credit has been granted after necessary approvals for credit.
Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, unbilled
revenue, derivative financial instruments, cash and cash equivalents, other bank balances and other financial assets.
Other bank balances include bank deposits for an amount of ` 47,010.28 lakhs held with five schedule banks having high
credit–rating which are individually in excess of 10% or more of the company bank deposits for the year ended March 31,
2020. Trade receivables and unbilled revenue include an amount of ` 7,613.23 lakhs held with one customer having high
credit-rating which are individually in excess of 10% or more of company trade receivables and unbilled revenue for the
year ended March 31, 2020.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to the credit
risk was ` 1,15,873.31 lakhs and ` 94,879.54 lakhs as at March 31, 2020 and March 31, 2019, respectively, being the total
of the carrying amount of balances principally with banks, other bank balances, trade receivables, unbilled revenue and
other financial assets.
The Company’s exposure to customers is diversified and except one customer, no single customer contributes to more
than 10% and 10% of outstanding accounts receivable and unbilled revenue as at March 31, 2020 and March 31, 2019,
respectively.
Geographic concentration of credit risk
The Company also has a geographic concentration of trade receivables (gross and net of allowances) and unbilled revenue
as given below:
Country As at March 31, 2020 As at March 31, 2019

Gross % Net % Gross % Net %
United Kingdom 25.69% 25.47% 27.78% 27.88%
United States of America 24.93% 24.72% 20.07% 20.20%
India 23.47% 24.20% 23.32% 22.92%
Others 25.91% 25.61% 28.83% 29.00%
Geographic concentration of credit risk is allocated based on the location of the customers.
ii) Liquidity risk:
Liquidity risk refers to the risk that Company cannot meet its financial obligations. The objective of liquidity risk
management is to maintain sufficient liquidity and to ensure that sufficient funds are available for use as per
requirements.
The Company consistently generates sufficient cash flows from operations to meet its financial obligations as and when
they fall due.


The table below provides details regarding the contractual maturities of significant financial liabilities as at:
` lakhs
Non-derivative financial liabilities: Due in year 1 Due in 1 to 3 year Above 3 years Total
March 31, 2020
Trade payables 4,713.20 - - 4,713.20
Other financial liabilities 4,669.41 - - 4,669.41
Lease liabilities 1,803.46 2192.37 3,541.48 7,537.31
Total 11,186.07 2,192.37 3,541.48 16,919.92
Non-derivative financial liabilities: Due in year 1 Due in 1 to 3 year Above 3 years Total
March 31, 2019
Trade payables 5,549.53 - - 5,549.53
Other financial liabilities 4,535.48 - - 4,535.48
Lease liabilities - - - -
Total 10,085.01 - - 10,085.01
iii) Market risk:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. Such changes in the values of financial instruments may result from changes in the foreign currency
exchange rates, credit, liquidity and other market changes. The Company’s exposure to market risk is primarily on account
of foreign currency exchange rate risk.
(a) Foreign currency exchange rate risk:
The fluctuation in foreign currency rates may have potential impact on the statement of profit or loss and other
comprehensive income and equity, where any transaction references more than one currency or where assets/
liabilities are denominated in a currency other than the functional currency of the Company.
Considering the countries and economic environment in which the Company operates, its operations are subject to
risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US
Dollar, Great Britain Pound and Euro against the functional currency of the Company.
The Company, as per its risk management policy, uses derivative instruments primarily to cover the exchange rate
risks. Further, any movement in the foreign currency of the various operations of the company against major foreign
currencies may impact company’s revenue in international business.
The Company evaluates the impact of foreign exchange rate fluctuations by assessing its exposure to exchange risk. It
covers a part of these risks by using derivative financial instruments in line with its risk management policies.
The foreign exchange rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a
simultaneous parallel foreign exchange rates shift of all the currencies by 10% against the functional currency of the
company.
The following analysis has been worked out based on the net exposures of the company as of the date of balance
sheet which could affect the statement of profit and loss and other comprehensive income and equity. Further the
exposure indicated below is mitigated by some of the derivative contracts entered into by the company.

The following table sets forth information relating to foreign currency exposures as at March 31, 2020 and March 31,
2019.
March 31, 2020 ` Lakhs

USD GBP EUR Others* Total
Total financial assets 18,102.12 13,553.95 12,026.61 5,436.86 49,119.55
Total Financial liabilities 2,631.03 480.01 401.60 153.55 3,666.19
March 31, 2019 ` Lakhs

USD GBP EUR Others* Total
Total financial assets 13,623.49 12,334.96 9,167.19 2,888.26 38,013.90
Total Financial liabilities 1,975.67 702.75 335 121.34 3,134.76
10% appreciation/depreciation of the respective foreign currencies with respect to functional currency of the
company would result in decrease/ increase in the company’s profit before tax by approximately ` 4,545.34 lakhs for
the year ended March 31, 2020 and ` 3,487.92 lakhs for the year ended March 31, 2019 respectively.
*Others include AED, CAD, JPY, KRW, MYR, SGD, ZAR , CNY, etc.
The Company use various derivative financial instruments governed by policies approved by the board of directors
such as foreign exchange forward and option contracts to manage and mitigate its exposure to foreign exchange
rates. The counter party is generally a bank. The Company can enter into contracts for period up to one year.
The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts
outstanding:
March 31, 2020

Foreign Currency No of contracts Notional amount of contracts MTM Values
(Currency value in lakhs) (` lakhs)
US Dollar 7 190.00 (369.71)
Sterling Pound 6 70.00 90.34
Euro 7 65.00 (8.70)
March 31, 2019

Foreign Currency No of contracts Notional amount of contracts MTM Values
(Currency value in lakhs) (` lakhs)
US Dollar 7 90.00 116.57
Sterling Pound 4 57.50 147.71
Euro 7 36.00 78.89
Considering the current COVID-19 situation, we have analysed the credit risk and the consequential delay in
realisation from our customers. This assessment is based on market outlook and the financial strength of the
customers in respect of whom amounts are receivable. Based on our assessment, the valuation of receivable, unbilled
receivable, contract assets and the provision for doubtful trade receivables as at March 31, 2020 is considered
adequate. The Company continues to closely monitor the business outlook and the financial stress in the market and
shall consider taking appropriate steps as may be needed to secure the financial interests of the Company


31. Related party transactions
The Company’s material related party transactions and outstanding balances are with its group companies with whom the
Company routinely enters into transactions in the ordinary course of business.
Names of related parties Description of relationship

Tata Sons Private Limited Company with significant influence
Mr. Madhukar Dev, Managing Director (Up to 01st Oct 2019) Key Managerial Personnel
Mr. Manoj Raghavan, Managing Director (w.e.f 2nd Oct 2019) Key Managerial Personnel
Mr. Muralidharan HV, Chief Financial Officer Key Managerial Personnel.
Ms. Bhavana Muralidharan Relative of Key Managerial Personnel.
Mr. G. Vaidyanathan, Company Secretary Key Managerial Personnel
Tata Elxsi Employees’ Provident Fund Trust Post-employment benefit plan of Tata Elxsi Limited
Tata Elxsi Employees’ Gratuity Fund Trust Post-employment benefit plan of Tata Elxsi Limited
Tata Elxsi Employees’ Superannuation Fund Trust Post-employment benefit plan of Tata Elxsi Limited
Infiniti Retail Ltd Subsidiary of Tata Sons P Ltd
Tata Advanced Systems Limited Subsidiary of Tata Sons P Ltd
Tata Communications Ltd Subsidiary of Tata Sons P Ltd
Tata Communications Transformation Services Limited Subsidiary of Subsidiary Tata Sons P Ltd
Tata Aig General Insurance Company Ltd Subsidiary of Tata Sons P Ltd
Tata Housing Development Company Ltd Subsidiary of Tata Sons P Ltd
Tata Autocomp Systems Limited Subsidiary of Tata Sons P Ltd
Tata Consultancy Services Limited Subsidiary of Tata Sons P Ltd
Tata Investments Corporation Ltd Subsidiary of Tata Sons P Ltd
Tata Limited Subsidiary of Tata Sons P Ltd
Tata Teleservices (Maharashtra) Ltd. Subsidiary of Subsidiary Tata Sons P Ltd
Tata Teleservices Ltd. Subsidiary of Tata Sons P Ltd
Tata International West Asia DMCC Subsidiary of Subsidiary Tata Sons P Ltd
Tata Advanced Materials Limited Subsidiary of Subsidiary Tata Sons P Ltd

Details of related party transactions:
The transactions during the year ended March 31, 2020 and balances outstanding as at March 31, 2020
` lakhs
Particulars Company Key Relative Subsidiaries Other Total
with Managerial Key of Tata Sons related
significant Personnel Managerial Private parties
influence Personnel Limited
Revenue from operations - - - 220.85 - 220.85
Dividend paid 3,549.86 - - 193.72 - 3,743.58
Purchase of goods, services (including reimbursement) 1.26 - - 769.16 - 770.42
Receiving of services - Brand fee and other services 402.47 - - - - 402.47
Remuneration and commission - 672.46 - - - 672.46
Contribution to employees’ post employment plan - - - - 4,389.47 4389.47
Salary - - 35.26 - - 35.26
Balances outstanding at the end of the year:
Trade Receivable - - - 45.00 - 45.00
Trade Payable 402.27 - - 32.05 - 434.32
Other payables - 138.00 - - 338.24 476.24
The remuneration of directors and key executives is determined by the remuneration committee having regard to the
performance of individuals and market trends. The above figures do not include provisions for compensated absences
leave, gratuity and premium paid for group health insurance as separate actuarial valuation / premium paid are not
available.
The transactions during the year ended March 31, 2019 and balances outstanding as at March 31, 2019
` lakhs
Particulars Company Key Relative Subsidiaries Other Total
with Managerial Key of Tata Sons related
significant Personnel Managerial Private parties
influence Personnel Limited
Revenue from operations 25.07 - 283.59 - 308.66
Dividend paid 2,892.48 - 160.6 - 3,053.08
Purchase of goods, services (including reimbursement) - - 771.83 - 771.83
Receiving of services - Brand fee and other services 399.23 - - - 399.23
Remuneration and commission - 916.69 - - 916.69
Contribution to employees’ post employment plan - - - 3,808.83 3,808.83
Salary -
Balances outstanding at the end of the year:
Trade Receivable - - 64.96 - 64.96
Trade Payable 365.61 - 60.61 - 426.21
Others payable - 375.00 - 341.10 716.10
All transactions with these related parties are priced on an arm’s length basis.


32. Ind As 116
(a) Impact on transition to Ind AS 116
On transition to Ind AS 116, the Company recognized right-of-use assets and lease liabilities, recognizing the
difference in retained earnings. The impact on transition is summarized below:
Particulars Amount
(in INR lakhs)
Right of use assets – property plant and equipment 5,285.41
Deferred tax asset 171.83
Lease liabilities 5777.14
Retained earnings 491.73
The Company leases office premises facilities. The leases typically run for a period of 1 to 10 years, with an option
(b):
to renew the lease after that date. For certain leases, the Company is restricted from entering into any sub-lease
arrangements.
Information about leases for which the Company is a lessee is presented below.
Right-of-use assets
Right-of-use assets related to lease hold properties.
Land and buildings

a. Balance as at 1 April 2019(On adoption of Ind AS 116) 5,285.41
b. Additions to right of use asset 1,755.89
c. Depreciation charge for the year (1831.58)
d. De-recognition of right of use assets (308.24)
e. Accumulated depreciation on “d”above 281.79
f. Balance as at 31 March 2020 5,183.27
Lease liabilities
Maturity analysis – contractual discounted cash flows
Contractual cash flows

Carrying amount Total 0-1 years 1-5 years 5 years and above
Lease liabilities 5,827.05 7,537.32 1,803.46 3,485.47 2,248.39
The Company incurred ` 137.04 lakhs for the year ended 31 March 2020 towards expenses relating to lease of low-
value assets.

33. Contingent liabilities and Commitments:
Contingent liabilities and commitments (to the extent not provided for) As at As at
March 31, 2020 March 31, 2019
` lakhs ` lakhs
(i) Contingent liabilities:
Claims against the Company not acknowledged as debt
1. Disputed demands for Income Tax aggregates. 3,107.22 210.75
2. Service tax matters - 842.26
Notes:
i. Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of
cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending
with various forums/authorities.
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where
provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The
Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial
position.
Capital commitments: As at As at
March 31, 2020 March 31, 2019
` lakhs ` lakhs
Estimated amount of contracts remaining to be executed on capital

account and not provided for
Property, plant and equipment 290.31 57.32
Intangible assets 378.26 18.27
34. Segment information
The Chief Executive Officer and Managing Director of the Company has been identified as the Chief Operating Decision
Maker (CODM) as defined by Ind AS 108 - operating segments. The CODM evaluates the Company’s performance and
allocates resources based on an analysis of various performance indicators by industry classes. Accordingly, the segment
information has been presented for industry classes.
The Company has identified business segments as its primary segment. Business segments are primarily system
integration & support and software development & services.
Each segment item reported is measured at the measure used to report to CODM for the purposes of making decisions
about allocating resources to the segment and assessing its performance.
Revenues and expenses directly attributable to segments are reported under each reportable segment. All other expenses
which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities
that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and
liabilities are disclosed as unallocable. Property, plant & equipment that are used interchangeably amongst segments are
not allocated to primary segment.

` lakhs
March 31, 2020 March 31, 2019
Segment revenue
Software development & services 1,56,278.24 1,54,313.33
System integration & support services 4,707.80 5,379.83
Total 1,60,986.04 1,59,693.16
Segment results
Software development & services 40,963.38 45,590.46
System integration & support services 592.82 923.20
Total 41,556.20 46,513.66
Less: Finance costs 556.26 -
Less: Unallocable expenditure (net of unallocable income) 5755.90 3,173.79
Tax expense 9,634.03 14,342.98
Net profit for the period / year 25,610.01 28,996.89
Segment assets
System integration & support services 1,371.74 1,915.11
Unallocable assets 68,490.74 58,183.91
Total 1,38,898.14 1,14,338.88
Segment liabilities
System integration & support services 747.63 1,125.11
Unallocable liabilities 6,978.54 6,254.62
Total 29,894.61 20,063.61
The geographic segments individually contributing 10 percent or more of the Company’s revenues and segment non-
current assets are shown separately:
` lakhs
Geographic Segment Revenues Non-current Revenues Non-current
operating assets operating assets
For the year ended As at March 31, 2020 For the year ended As at March 31,
March 31, 2020 March 31, 2019 2019
India 19,235.00 16,201.04 19,282.18 11,409.48
US 55,370.64 12.52 48,980.71 9.18
Europe 65,865.16 4.49 70,577.16 7.17
Others 20,515.24 0.30 20,853.11 1.36
Total 1,60,986.04 16,218.35 1,59,693.16 11,427.19
Geographical non-current assets (property, plant and equipment, intangible assets, income tax assets and other
non-current assets) are allocated based on the location of the assets.

Information about major customers:
The revenues of `1,56,278.24 (previous year ` 1,54,313.33) lakhs arising from the software development and services
segment includes `25,895.35 (Previous year ` 36,749.39) lakhs representing revenue of more than 10% of the total
revenue of the Company is from one customer.
35. Ind AS 115 - Revenue
A. Contract balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with
customers.
As at As at
March 31, 2020 March 31, 2019
Trade receivables 39,238.07 35,654.12
Unbilled receivables 7,602.22 5,089.10
Contract assets 1,351.90 2,873.82
Contract liabilities 2,958.62 1,592.18
The following table discloses the movement in contract assets during the year ended March 31, 2020:
As at
March 31, 2020
Balance at the beginning 2,873.82
Add: Revenue recognized during the year 12,557.40
Less: Invoiced during the year 14,206.61
Less : Translation gain/(loss) (127.29)
Balance at the end 1,351.91
The following table discloses the movement in unearned revenue balances during the year ended March 31, 2020:
As at
March 31, 2020
Balance at the beginning 1,592.18
Less: Revenue recognized during the year 13,831.94
Add: Invoiced during the year 15,237.64
Less: Translation gain/(loss) 39.26
Balance at the end 2,958.62
B. Remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be
recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize
these amounts in revenue. Remaining performance obligation estimates are subject to change and are affected by
several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for
revenue that has not materialized and adjustments for currency
Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance
obligation related disclosures for contracts where the revenue recognized corresponds directly with the value to the
customer of the Company’s performance completed to date, typically those contracts where invoicing is on time and
material, unit price basis and no information is provided about remaining performance obligations at March 31, 2019
that have an original expected duration of one year or less, as allowed by Ind AS 115.


The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2020 is
` 10,963.68 lakhs. Out of this, the Company expects to recognize revenue of around 74.77% within the next one year
and the remaining thereafter. This includes contracts that can be terminated for convenience without a substantive
penalty since, based on current assessment, the occurrence of the same is expected to be remote.
36. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Particulars As at As at
March 31, 2020 March 31, 2019
` lakhs ` lakhs
(i) Principal amount remaining unpaid to any supplier as at the end of the - -
accounting year
(ii) Interest due thereon remaining unpaid to any supplier as at the end of - -
the accounting year
(iii) The amount of interest paid along with the amounts of the payment 1682.14 539.30
made to the supplier beyond the appointed day
(iv) The amount of interest due and payable for the year
(v) The amount of interest accrued and remaining unpaid at the end of the - -
accounting year
(vi) The amount of further interest due and payable even in the succeeding - -
year, until such date when the interest dues as above are actually paid
37. Corporate Social Responsibility
a. Gross amount required to be spent by the Company during the year ` 582.42 lakhs ( March 31, 2019 ` 483.13 lakhs)
b. Amount spent during the year on:
` lakhs
Particulars For the year ended March 31, 2020 For the year ended March 31, 2019
In cash Yet to be paid Total In cash Yet to be paid Total
in cash in cash
Construction/acquisition of Nil Nil Nil Nil Nil Nil
any asset
On purpose other than 582.42 Nil 582.42* 575.16 Nil 575.16*
above
* Includes overhead expense of `28.00 lakhs (March 31, 2019 `24.21 lakhs)
38. The Company had entered into incubation agreement for providing services pertaining to promotion of business of the
entrepreneurs and also providing infrastructure facilities and resources. In consideration for the services rendered shares
has been allocated /transferred as under.
Name of the Company No shares allotted /transferred Face value of shares (`)
Big V Telecom Private Limited 22,250 10
Sismatik Solutions Private Limited 1,000 10
Street Smart Mobile Technologies Private Limited 2,000 10
Considering probability of successful outcome of such development and the ability of these entities to commercialise the
product being developed, as a matter of prudence the company has recorded these investments at ` 1/-. Any gain on
such investment will be recognized on its disposal.

39. The aggregate amount of research and development expenditure recognised as an expense during the year is ` 2,283.08
lakhs (Previous year ` 2,254.28 lakhs).
40. The sitting fee and commission for non-executive directors is ` 322.05 lakhs and ` 361.90 lakhs for the financial year
2019-20 and 2018-19 respectively.
41. During the year, the board has approved for special retiral benefits to the Managing Director who retired in October
2019. Accordingly, the Company has made a provision of ` 2,163 lakhs towards future pension and medical benefits by
giving corresponding charge in the statement of profit and loss under employee benefit expense. Based on the legal
opinion from the counsel, such benefits/payments are not managerial remuneration and accordingly not considered for
computation of managerial remuneration under section 197 of the Companies Act 2013.The pension liability is determined
using the Projected Unit Credit Method, with actuarial valuations being carried out at the date of each statement of
financial position.
Actuarial assumptions for pension liability For the year ended

March 31, 2020
Discount rate 6.82%
Pension escalation 3.00%
Claim ratio 50.00%
42. Dividends
During the year ended March 31, 2020, the Company paid total dividends at ` 13.5 per equity share for the year ended
March 31, 2019.
Dividends declared by the Company are based on the profit available for distribution. Distribution of dividend out of
General Reserve and Retained earnings is subject to applicable dividend distribution tax.
Subsequent event note
On April 20, 2020, the Board of Directors of the Company have proposed a final dividend of ` 16.50 per share in respect
of the year ended March 31, 2020 subject to the approval of shareholders at the Annual General Meeting.
for B S R & Co. LLP



Significant three years’ highlights

` Crs
2019-20 2018-19 2017-18
Sales and services 1610 1597 1386
Other income 58 43 43
Total Revenues 1668 1640 1429
Cost of sales 81 99 77
Personnel expenses 951 843 749
Financial expenses 6 - -
Depreciation/ Amortization 43 25 25
Other expenses 235 240 214
Total Expenditure 1316 1207 1065
Profit before tax and exceptional items 352 433 364
Tax expenses 96 143 124
Profit after tax for the year 256 290 240
Significant Ratio Analysis

Sl. No. Particulars Unit 31.03.20 31.03.19 31.03.18
1 Earnings before interest, depreciation and tax/Sales % 24.90 28.67 28.07
2 Profit before taxes/ Sales % 21.86 27.11 26.26
3 Profit after taxes/ Sales % 15.90 18.16 17.32
4 Current Ratio No. of times 5.53 5.36 4.23
5 Earnings per share ` 41.12 46.56 38.54
6 Dividend per share ` 16.50 13.50 11.00
7 Book value per share ` 175.03 151.38 118.56
8 Return on networth % 23.50 30.76 32.51

Notes

Notes

Registered & Corporate Office
Tata Elxsi Limited

ITPB Road Whitefield Bengaluru 560 048
India
(CIN-L85110KA1989PLC009968)
Tel : +91 80 2297 9123

Fax : +91 80 2841 1474
www.tataelxsi.com
For information or queries, please contact:
[email protected]

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ANNUAL REPORT

1668.27 256.10 41.12 175.03

Technology + Design Directors' Report including Management Discussion and Analysis 17

04 Affirmation regarding Compliance with the Code of Conduct 28

Board of Directors Business Responsibility Report (BRR) 29

05 Annual Report on Corporate Social Responsibility 36

Message from the Annual Return Extract In Form MGT – 9 40

Key Services Independent Auditor's Certiﬁcate on Corporate Governance 64

Independent Auditor's Report 65

Statement of Proﬁt and Loss 75

Statement of Changes in Equity 76

Statement of Cash Flow 77

Notes forming part of the ﬁnancial statements 79

Signiﬁcant three years' highlights 116

Technology convergence and digital technologies

Brands and businesses need to understand their

Our integrated technology and design teams help

Mr. N G SUBRAMANIAM Mrs. S GOPINATH Prof. M S ANANTH

Mr. SUDHAKAR RAO Mr. ANKUR VERMA MANOJ RAGHAVAN

Audit Stakeholders’ Relationship Corporate Social Responsibility

Nomination & Remuneration Risk Management Chief Financial Officer

Message from the Chairman | 05

RoboTaxi - A concept vehicle

Tata Elxsi works with leading OEMs

Tata Elxsi addresses the complete

India's Best Design Awards

Mobil Drive X – An immersive platform for meaningful

Together with our clients

Tata Elxsi implements and emerging digital technology needs

Experience Center for Tata Chemicals, Pune

Registered Ofﬁce: G. Vaidyanathan

4. Your User ID details are given below:

Particulars Mr. Ankur Verma

3. Dividend 5. Review of Operations

Particulars 2019-20 2018-19 Change over Percentage of Income

Particulars 2019-20 2018-19 Variance %

Sl. No. Particulars Unit 31.03.2020 31.03.2019

Human Resources conﬁdentiality and protection of data and information.

Non-Executive Director Ratio to median remuneration

16. Extract of annual return

For and on behalf of the Board

Annexure to Directors’ Report | 27

ANNEXURE “B” TO THE DIRECTORS REPORT

For and on behalf of the Board

Annual affirmation regarding compliance with the Code of Conduct

28 | Annexure to Directors’ Report

Business Responsibility Report | 29

b) Details of the BR head

No. Particulars Details

30 | Business Responsibility Report

Business Responsibility Report | 31

No. Category No. of complaints ﬁled during No. of complaints pending as on

32 | Business Responsibility Report

Business Responsibility Report | 33

34 | Business Responsibility Report

Business Responsibility Report | 35

ANNEXURE “D” TO THE DIRECTORS REPORT

36 | Annual Report on CSR

Annual Report on CSR | 37