Cigniti Technologies
Cigniti Technologies
Thanking you.
Yours Faithfully,
For Cigniti Technologies Limited
Naga Vasudha
Company Secretary
Encl: as above
Helping Businesses
Go Digital-First
Reports
Notice40
Board’s Report 62
Management Discussion and Analysis 76
Business Responsibility and Sustainability Report 82
Corporate Governance Report 103
Financial Statements
Consolidated Statement
Independent Auditors Report 130
Balance Sheet 139
Statement of Profit and Loss 140
Cash Flow Statement 142
Notes 143
Standalone Statement
Independent Auditors Report 196
Balance Sheet 206
Statement of Profit and Loss 207
Cash Flow Statement 209
Notes 210
Helping
Businesses Go
Digital-First
What does it mean to Go Digital-First?
Going digital requires companies to accept and tread on a
journey of continuous change.
Digital Transformation
is Imperative for Growth
Today, with almost 97% of companies globally on a journey of digital
transformation, we are proud to be at the forefront of accelerating
transformation of more than 750 global companies across 24 countries
since the last 15+ years.
Our proprietary AI-led and next generation digital digital transformation. Cigniti also partners with world’s
assurance and quality engineering platform with leading technology platform companies, software
predict capabilities, BlueSwanTM, helps innovation and tool vendors and hyper-scalers to offer a full-scale
assures product and platform excellence. Our services, technology portfolio that can help our clients discover
offerings, solutions and cutting-edge Labs are tailored the true value of innovation.
to assure clients achieve market leadership in their
chosen lines of business. With customer delight and Client Centricity as our
core, the pride, pedigree, and craft of Cigniti is
As a strategic transformation partner of choice of evinced in our focus to help accelerate digital
our clients, we have helped global companies build transformation programs of global companies.
modern, scalable, secure, reliable, robust, easy to use, Cigniti’s digital capabilities ensure that purposeful
intuitive, future ready software. We are also helping digital transformation is achieved with measurable
them enhance customer experience using strategic business impact and benefits, helping businesses go
platforms powered by AI, that enable purposeful Digital-First.
2 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
To strengthen this full bouquet of digital assurance A transition to the 5G paradigm is crucial for new
offerings, we have hyper-intelligent automation in solutions being pushed out as 5G is increasingly
focus. Our RPA and hyper-intelligent practices are adopted as the backbone of digital delivery, optimizing
growing by leaps and bounds with partnerships with the possibilities across telemedicine, adaptive
global leaders like UiPath and Blue Prism. manufacturing, AR/VR, gaming, consumer IoT services,
and connected vehicles, to mention a few domains.
We have built a platform called INSTA, which is a
self-healing, autonomous, low-code, scriptless, Adopting the 5G network transformation and
AI-driven test automation platform, that has helped realization – machine type communication
some of our customers achieve a 44% reduction in (mMTC), improved mobile broadband (eMBB),
execution time with 75% more automation coverage. and ultra-reliable low-latency communication (URLLC)
– necessitates a new digital assurance paradigm.
It is no brainer that software is being developed at
breakneck speeds. Agile and DevOps are de facto With Cigniti’s 5G Assurance services, you may use 5G
standards followed at Cigniti, including SecOps, for for commercial and consumer applications, as well as
implementing continuous engineering practices. We IoT and edge computing.
are also extending our wings to areas such as field
stack observability, site reliability engineering, and the Utilize a live 5G standalone network, powered by
world of adjacency in ops and post-production Cigniti’s strategic partner Innovate5G, to test diverse
optimization areas around AIOps, ModelOps, and network scenarios while maintaining complete control
DataOps. over network parameters and KPIs.
4 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
At Cigniti, our endeavor is to help our Cigniti’s proprietary platform-led approach, our
proven ability to deliver digital experiences through a
customers stay Digital-First.
confluence of market-leading full-cycle digital
As a firm step towards our digital play and deeper assurance and automation services, and a strong
ambitions to be a global leader, we are marching foundation of more than a decade of consistently
ahead on the strong foundation we have laid. We serving market-leading organizations as customers
firmly think Digital Assurance and Digital Engineering across the world is more apt than ever before to
are the bedrock of Digital Transformation. support your transformational needs.
Go Digital. Go Beyond.
These interventions are our foundational layers of our digital thinking. We believe that companies investing in
AI-led models, ML-based approaches, and data analytics and engineering capabilities will be at the forefront of
business success.
The bedrock of becoming digital-first in modern day business is ensuring impeccable digital experiences, and
customers today can leverage this expertise to achieve their digital next.
Our Digital Assurance offerings are centered around Cloud Assurance, IoT Assurance, 5G Assurance, AI-led
Assurance, Mobile, Customer Experience and Omnichannel Testing, Blockchain Assurance, Robotic Process
Automation, and more.
In a bid to ‘Stay Digital, Stay Ahead’ we are strengthening this full bouquet of digital assurance offerings, with
hyper-intelligent automation in focus. Our RPA and hyper-intelligent practices are growing by leaps and bounds
with partnerships with global leaders like UiPath and Blue Prism.
6 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
We have chosen to tread this path carefully where digital transformation will become a reality. Team RoundSqr
also agrees that it will be a strategic fit for us to help global companies truly reimagine the digital journeys.
While we understand that’s an external, outside-in thinking, the inside-out thinking is that we as a company are
also ready. We have been transforming ourselves and hence staying digital and staying ahead. Our vision, our
leadership, our skills, our culture - everything is now aligned with digital intricacies of the modern-day world.
Cigniti is in a unique position to leverage its deep-rooted expertise in helping enterprises accelerate digital
transformation initiatives through world-class digital assurance and engineering services and help them go
digital and go beyond.
We believe that the 80+ Global 2000 companies we work with are looking for AI-first, Data first strategies to
accelerate their digital transformation.
As Cigniti surges ahead to meet its stated digital ambitions, the deep-rooted expertise of Aparaa Digital
(RoundSqr) in consulting-led digital transformation capabilities with an AI and Data-First approach will add a
strategic thrust to Cigniti’ s offerings into the market. This will lead to deeper, potentially multiyear engagements
across diverse divisions inside an enterprise with a strong probability of opening and serving a cross section of
CXOs. This will further help us increase our ability to have a strategic seat in end-to-end digital conversations
with the decision makers inside our existing accounts.
In our conversation with our star customers, it is evident that all these Global 2000 companies are in need of
capabilities such as those that RoundSqr brings. We believe a data first approach helps accelerate digital
transformation, thereby helping customers go truly digital first.
Go beyond the normal call of business. Go beyond the stated outcomes. Go beyond the regular business
model.
Propelling Cigniti
Into the Digital Orbit
The Digital Engineering market is valued at about $300 billion
annually. It offers an explosive headroom for growth to
companies that have strong capabilities in Data & Analytics,
AI & ML, and Cloud Engineering. Global 2000, platform, and
digital-native companies are looking to partner with service
providers who can help them with these capabilities to
accelerate Digital Transformation to go Digital-First.
8 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Onboarding Aparaa
Digital (RoundSqr) is in line
with our strategy to
expand our digital
engineering capacity to
provide a greater breadth
and depth of services to
our clients. This is a strate-
gic and complimentary
capability led acquisition
for us.
Srikanth Chakkilam
CEO, Cigniti
Digital Transformation.
Assured.
Assured.
NelsonHall recognizes Cigniti for its Digital Assurance Capabilities.
World's leading companies are transforming their With Business and Digital transformation as our focus
NelsonHall
business recognizes
outcomes Cigniti
by partnering for itsand
with Cigniti Digital Assurance Leadership
areas, we firmly Capabilities.
believe that Assurance, Automation,
leveraging our specialized Digital Assurance and Acceleration, and Experience Matter.
Digital
World'sengineering capabilities.
leading companies Fortune
are 500
transforming their With Business and Digital transformation as our focus
organizations work with by
business outcomes us for:
partnering with Cigniti areas, we firmly
The above believe
tenets that
can be Assurance,
further Automation,
categorized as:
and leveraging our specialized Digital Assurance Acceleration, and Experience Matter.
andEnhancing customer experience
Digital engineering withFortune
capabilities. Digital 500 Assurance: Business, Process, Functional, and
Transformation
organizations work with us for: The above tenets can be further categorized as:
Digital
Enabling
Enhancing customer experience with with
Digital Assurance: Business, Process, Functional, and
purposeful Digital Transformation Automation: Regression, Build, Business Process,
Transformation Digital
measurable business impact & benefits Performance and Monitoring, Security, Mobile, IOT
Enabling purposeful Digital Transformation with Automation:
and Cloud Regression, Build, Business Process,
Enhancing the client experience using AI-powered Performance and Monitoring, Security, Mobile, IOT
measurable business impact & benefits
strategic platforms and Cloud
Acceleration: AI and ML, Sentiment analysis,
Enhancing the client experience using AI-powered Codeless Platforms, Labs, and Analytics, and
Becoming a strategic transformation partner to
strategic platforms Acceleration: AI and ML, Sentiment analysis,
our clients Codeless Platforms, Labs, and Analytics, and
Becoming a strategic transformation partner to Experience: Frictionless, Omnichannel, End user,
our clients Digital outcomes and helping their Customer journeys
Experience: Frictionless, Omnichannel, End user,
Accelerating Customer journeys
customers goDigital
Accelerating digital outcomes
and beyond
and helping their
customers go digital and beyond
10 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Key Performance
Indicators
All values in Rupees Lakhs
Revenue from Operations Total Expenses
2022 124,180 2022 111,252
2021 89,653 2021 75,106
2020 87,197 2020 74,328
2019 81,608 2019 68,331
Chairman’s
Message
Dear Shareholders,
Dear Shareholders,
Trust The pandemic has necessitated for a lot of new digital
Trustyou
youand
andyour
yourloved
lovedones
onesare
aredoing
doinggood.
good. The pandemic has necessitated for a lot of new digital
initiatives across organizations, and we at Cigniti have
initiatives across organizations, and we at Cigniti have
The
TheFinancial
FinancialYear
Year2022
2022has
hasbeen
beenaamomentous
momentousyear
year capitalized on this digitalization journey with open
capitalized on this digitalization journey with open
for Cigniti on many fronts.
for Cigniti on many fronts. arms. We have made our business even more
arms. We have made our business even more agile
agileand flexible, and we now operate in a hybrid work
and flexible, and we now operate in a hybrid work
Your company
Your company has
has crossed the
crossed Revenue
the milestone
Revenue culture. This is continuing to help your company to
culture. This is continuing to help your company to
ofmilestone
Rs. 1,000 crores.
of Rs. 1,000 crores. operate at its full potential.
operate at its full potential.
Your company
companyhas hasrewarded
rewardedshareholders
shareholdersby The
Your by The current
current decade
decade is is of
ofdelivering
delivering onon the
thepromise
promise ofof
distributing
distributing the maiden dividendannounced
the maiden dividend announcedfor digital
for digital and technology on time to redefine growth and
and technology on time to redefine growth and
the last
lastfinancial
financialyear. work
the year. work in
in new
newways
waystotohelp
helpaddress
addressthe thechallenges
challenges thethe
world
world is facing. The digital networks and applications
is facing. The digital networks and applications
Your company
companyhashasacquired
acquiredaadigital
digitalservices are
Your services are the building blocks
the building blocksof ofthethenew
neweconomy
economy and
and wewe
at
company
company in pursuing its $500 millionvision.
in pursuing its $500 million vision. at Cigniti assure digital transformation by meeting
Cigniti assure digital transformation by meeting the
the demanding
demanding customerexpectations
customer expectations and and yet
yet
The Board
Boardhas
hasrecommended
recommendedaabuy buyback
backofofthe conducting
The the conducting the business in a responsible manner. We
the business in a responsible manner. We
company’s equity share expressing its solidarity take
company’s equity share expressing its solidarity in take pride
pride inin being
being nimble
nimble and and hungry
hungry in in bringing
bringing
inthe
thebusiness.
business. innovation in everything we do.
innovation in everything we do.
I Iwould
wouldlike
liketo
totake
takethis
thisopportunity
opportunitytotosincerely
sincerelythank This year we
we continued
continuedtotoinvest
invest
thank This year in in
keykey verticals
verticals like
all
all our employees, Board of Directors, andclients
our employees, Board of Directors, and clientsfor
for like Banking Financial Services, Insurance, Retail &
Banking Financial Services, Insurance, Retail &
making
makingthis
thispossible,
possible,andandall
allour
ourstakeholders
stakeholdersfor
fortheir E-commerce,
their E-commerce, and and HCLS,
HCLS, which
which contributed
contributed toto more
more
continued
continuedtrust
trustininus. than
us. than 50%
50%of
ofour
ourrevenue.
revenue.
Yours Truly,
C V Subramanyam
Chairman & Managing Director
CEO’s
Message
I am excited to welcome
Aparaa Digital (RoundSqr) into
the Cigniti family. The
deep-rooted expertise of
RoundSqr in consulting-led
digital transformation
capabilities with an AI and
Data-First approach will add a
strategic thrust to Cigniti’s
offerings into the market.
Dear Shareholders,
I am very happy to update you that your company IDC says that “By 2026, enterprises that successfully
posted record-breaking revenues in the financial year generate digital innovation will derive over 25%
2022. This couldn’t have been achieved without the of revenue from digital products, services, and/
confidence entrusted by you and our clients on us. It is or experiences.” This is a clear validation of the fact
indeed a proud moment for all of us at Cigniti. that digital is the way ahead. This throws open a lot
of opportunity for service providers like Cigniti who
I want to congratulate all the Cignitians for their
understand the power of software to help enable
contributions towards the stupendous revenue growth
businesses to become digital-first.
of 38% in the last fiscal. There were a lot of opportunities
and learnings from the pandemic that opened the The digital engineering market, valued at about $300
gates to a digital storm. I am happy to note that we Billion annually offers an explosive headroom of growth
have quickly aligned and setup the organization to for companies that have strong capabilities in Data &
capture digital assurance opportunities that will play Analytics, AI & ML, and Cloud Engineering. Global 2000,
key role in our growth going forward. platform, and digital-native companies are looking
to partner with service providers who can help them
In the last two quarters, I have been traveling
with these capabilities. This has become an essential
extensively to meet clients and CXOs at global
requirement to accelerate digital transformation
companies, industry analysts, and leaders. Based
across industries.
on the discussions, I can say that the digital
transformation wave would continue to be a key
priority of CXO’s in the coming years too.
14 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
As we stepped into FY2022, we focused on three things I am excited to welcome Aparaa Digital (RoundSqr)
– innovation and domain-led solutions, exploring into our Cigniti family. Headquartered in Hyderabad,
more within the existing accounts, and building next- Aparaa Digital (RoundSqr), brings the capability stack
gen digital capabilities to assure digital experiences covering the gamut of AI/ML, Data and Blockchain
to our clients. engineering, along with a stable, proven leadership,
and a strong full stack team of young, energetic, and
The strategic multi-million wins reflect our deep-rooted
passionate digital enthusiasts.
expertise of automation and solution-led approach,
encompassing functional, process, business, and As Cigniti surges ahead to meet its stated digital
digital assurance services for large enterprise clients. ambitions, the deep-rooted expertise of Aparaa Digital
We also converted a few accounts into high-growth (RoundSqr) in consulting-led digital transformation
accounts. capabilities with an AI and Data-First approach
will add a strategic thrust to Cigniti’s offerings into
Traditionally, we used to get over 25% of revenues from
the market. This will lead to deeper and potentially
the travel and hospitality segment which got affected
multiyear engagements across diverse divisions inside
due to the pandemic. However, our focus on diversified
an enterprise with a strong probability of opening and
industries, especially the growing industries, such as
serving a cross-section of CXOs apart from already
BFSI, Healthcare & Life Sciences, Retail & E-commerce,
well-served QE divisions for the Global 2000 accounts
and Energy & Utilities helped us win multiple Fortune
of Cigniti. I am confident that this acquisition will help
500 & Global 2000 logos in the last two years that
us increase our ability to have a strategic seat in end-
contributed immensely to our accelerated growth.
to-end digital conversations with the decision-makers
Cigniti continues to deliver recognized and highly inside our existing accounts and beyond.
differentiated Digital Assurance and Quality
Employees’ health and safety have been our priority.
Engineering service offerings. NelsonHall’s recognition
Even with all the uncertainty, most of our colleagues
of Cigniti as a Digital Assurance Leader reaffirms our
are working remotely and interacting with our clients
goal of helping global companies become digital-first.
providing assurance and practical support. As a
One of our highest priorities in the last year has been responsible company, we have not only diversified our
to retain top talent and incubate them through robust offerings but also our efforts in CSR initiatives when
internal training and certification programs, creating the country was reeling under pandemic pressure.
internal cross-functional opportunities, and ensuring We have contributed to renovate two hospitals in
frequent communication and engagement initiatives the peri-urban areas and funded a few associations
to augment the stickiness and belongingness to the to tackle the 2nd wave. All these are in addition to
organization. We are also some early indications of our continued support to the schools surrounding
macro level concerns such as inflation, policies to Hyderabad.
curb inflation, supply chain issues and other factors
I am confident that we would continue to our growth
that can possibly lead to a slowdown. However the
in the coming years with all your support.
impact of all of that is yet to sink in the demand for
talent and a subsequent slowdown. As we move
Best Regards,
ahead, we might continue to face talent crunch. We
Srikanth Chakkilam
continue with our strategic interventions to infuse the
Chief Executive Officer
best of the talent and also keeping a close eye on
global issues to steer a stable ship.
Srikanth Chakkilam
Chief Executive Officer
16 Go Digital. Go Beyond. 1
Corporate Overview Management Reports Financial Statement
Diversified Revenue
Across Industries
25%
16.3%
15% 14.8%
13.5%
12.2%
10%
5% 4.6%
0%
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Cigniti continues to be industry agnostic while focusing on key sectors of growth. About 75% of our revenue
comes from five sectors – BFSI (19.7%), Travel, Transport, Hospitality & Entertainment (16.3%), Retail & E-commerce
(14.8%), HCLS (13.5%), and Independent Software Vendors (12.2%). These industries are some of the pillars of Cigniti's
revenue growth and have the potential for immense growth in the coming years owing to their continuous
digital transformation.
World of Cigniti
Cigniti is a leading Digital Assurance and Quality Engineering services company that helps global businesses
across industries to continuously accelerate their digital transformation and achieve their digital next. With a
global presence that spans 24 countries and 5 continents, we help the world’s leading companies accelerate
time-to-market and increase profitability with modern, robust, intuitive, secure, and future-ready software. We
pioneer the Digital Assurance and Quality Engineering field with next-gen offerings and cutting-edge AI-based
IP. Cigniti is a CMMI-SVC Level 5 (v2.0) appraised, ISO 13485:2016, ISO 9001:2015, and ISO 27001:2013 certified
organization.
24 80+
Countries Global 2000
Companies
18 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
From 9 locations across regions, Cigniti serves clients from a wide range of industries in 24 countries across
5 continents. Cigniti increased its global footprint with new offices in Singapore and Prague to better serve the
Asia Pacific and Central & Eastern Europe regions.
ONTARIO LONDON
PHILADELPHIA PRAGUE
DALLAS
DUBAI
HYDERABAD
SINGAPORE
BRYANSTON
MELBOURNE
New Locations
Retail Automobile
20 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Logistics Manufacturer
Leading securities exchange with UAE’s premier mall and retail group
$47T interest rate derivatives
Forrester
Forrester
Based on
Based on the
a 25-criterion evaluation,
25-criterion Cigniti
evaluation, emerged
Cigniti emerged asasaa
“Strong
“StrongPerformer”
Performer”ininthe
theForrester
ForresterWave™:
Wave™:Continuous
Automation Automation
Continuous and Testingand
(CAT) Services,
Testing Q3Services,
(CAT) 2021. TheQ3
report shows
2021. The howshows
report each how
provider
eachmeasures up and helps
provider measures up
application
and development
helps application and delivery
development and
and testing
delivery professionals
and select the right
testing professionals selectonethefor their
right oneneeds.
for their needs.
Notably, Forrester
Notably, Forrester rated
rated Cigniti
Cigniti highly
highly on
on the
the vision,
vision, innovation,
innovation, and
and execution
execution of
of CAT
CAT services.
services. It
It appreciated
appreciated ourour
Robotic Process Automation (RPA) services and client intimacy that is able to help integrate well with
Robotic Process Automation (RPA) services and client intimacy that is able to help integrate well with clientsclients and
solvesolve
and problems.
problems.
ISG
The ISG Provider Lens™ delivers leading-edge and actionable research studies, reports, and consulting services
The ISG Provider Lens™ delivers leading-edge and actionable research studies, reports, and consulting services
focused on technology and service providers’ strengths and weaknesses and how the providers are positioned
focused on technology and service providers’ strengths and weaknesses and how the providers are positioned
relative to their peers in the market. The report provides influential insights accessed by a large cohort of advisors
relative to their peers in the market. The report provides influential insights accessed by a large cohort of
and IT/Digital leaders in enterprises.
advisors and IT/Digital leaders in enterprises.
ISG evaluated Cignti’s Digital Assurance and Quality Engineering services and recognized Cignti as a “Leader” in
ISG evaluated
Continuous Cignti’s
Testing Digital
with Assurance
a focus and Quality
on delivering Engineering
automated services
services and
to assure recognized
quality Cignti
in tandem as the
with a “Leader”
speed in
of
Continuous Testing with a focus on delivering automated services to assure quality in tandem
agile development that leverages a cohesive partner strategy and offshore/nearshore capabilities. with the speed of
agile development that leverages a cohesive partner strategy and offshore/nearshore capabilities.
24 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Press coverage
Cigniti’s recognition of digital leadership by leading analysts, new strategic partnerships, widening global
footprint, and new leadership team members in FY 2022 were covered by global publications.
Thought Leadership
We hosted
We hostedand
andsponsored
sponsoredphysical
physical and
and virtual
virtual events
events that
that brought
brought together
together recognized
recognized thought
thought leaders
leaders to to
share valuable
share valuable and
and current
current insights
insights on
on Digital
Digitaland
andQA/QE
QA/QEwith
withglobal
globaldecision-makers.
decision-makers.
Go Digital.
Go Digital.
Go Beyond.
Go Beyond. 27
Annual Report 2021-22
Corporate Overview Management Reports Financial Statement
Our People
Our People
Finding our way back – Return to Office Updated employee protocols by implementing
Finding our way back – Return to Office
Space
Updated employee protocols by implementing
various employee health and safety procedures
various employee health and safety procedures
Space that focus on social distancing, health screening
that focus on social distancing, health screening
It’s been about two years now since we transitioned to and general hygiene reminders to keep our
It’s been about two years now since we transitioned and general hygiene reminders to keep our
a virtual mode of work in the wake of the COVID-19 employees safe and healthy while returning to
to a virtual mode of work in the wake of the COVID-19 employees safe and healthy while returning to
pandemic. Ever since, we have been continuously work.
pandemic. Ever since, we have been continuously work.
monitoring the situation and have been abiding by
monitoring the situation and have been abiding by
the regulations and advice from the appropriate HR Change Management and
the regulations and advice from the appropriate
governing authorities. After all due consideration of HR Change Management and
Transformation:
governing authorities. After all due consideration of
employee safety and well-being, we are pleased to
employee safety and well-being, we are pleased Transformation:
announce that Cigniti has officially opened our Aligning ourselves to the new vision of a Digitally
to announce that Cigniti has officially opened our Aligning ourselves to the new vision of a Digitally
buildings and welcomed employees back to the Transformed HR Organization, we are pleased to
buildings and welcomed employees back to the Transformed HR Organization, we are pleased to
workplace. As a significant step towards a smooth announce the successful completion of project
workplace. As a significant step towards a smooth announce the successful completion of project
transition, we rolled out an organization wide survey in ‘MyCigniti’ through which we have automated the
transition, we rolled out an organization wide survey ‘MyCigniti’ through which we have automated the
Dec 2021, to know on certain aspects that were entire employee lifecycle. This successful go-live
in Dec 2021, to know on certain aspects that were entire employee lifecycle. This successful go-live
mutually important to the individuals and the organi- powered by SAP SuccessFactors across 4 modules
mutually important to the individuals and the organi- powered by SAP SuccessFactors across 4 modules
zation. The responses were a manifestation of mixed globally has not only helped Accelerate and Innovate
zation. The responses were a manifestation of mixed globally has not only helped Accelerate and Innovate
feeling as people were happy to get back to a normal our workplace through simplified HR processes, but
feeling as people were happy to get back to a normal our workplace through simplified HR processes,
work set up while the apprehension of the emerging also has helped creating a smarter employee
work set up while the apprehension of the emerging but also has helped creating a smarter employee
new variants of the virus continued around us. experience. A special thanks to the entire SAP &
new variants of the virus continued around us. experience. A special thanks to the entire SAP &
Blueprint Technologies team who partnered with us
This phase of return to offices is a voluntary initiative Blueprint Technologies team who partnered with us
This phase of return to offices is a voluntary initiative to through this transformation journey. Congratulations
to start with and will be streamlined basis the through this transformation journey. Congratulations
start with and will be streamlined basis the response to all involved in this successful project.
response and settling down of teams as they opt to to all involved in this successful project.
and settling down of teams as they opt to resume
resume working from office. In line with globally
working from office. In line with globally accepted
accepted best practices we have also embarked on a
best practices we have also embarked on a Hybrid
Hybrid model of work with flexibility and safety at the
model of work with flexibility and safety at the center
center of everything to support our business.
of everything to support our business.
Go Digital. Go Beyond.
30 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Launch of Employee Referral policy - with the financial year to ensure an outcome driven
Building a strong and closely integrated reward mechanism. The Quarterly check in process
talent
Launch Pool
of Employee Referral policy has helped
with provide
the financial clarity
year about opportunities
to ensure an outcome fordriven
development
reward and advancement
mechanism. The Quarterly of check
employees. It
in process
- Building a strong and closely
To extend our reach towards the best in class work- also provided
has an opportunity
helped provide for managers
clarity about and staff
opportunities for
integrated
force talent
and to diversify Pools recruiting strategy we
Cigniti’ to deepen alignment
development around expectations.
and advancement The
of employees. It
have in the recent quarters invited referrals from our process
also allowedan
provided insights for leadership
opportunity on how weand
for managers
To extend our reach towards the best in class work-
employees. The response has accentuated our belief are doing
staff as a team
to deepen towards
alignment meeting
around our organiza-
expectations. The
force and to diversify Cigniti’ s recruiting strategy we
that a strong referral hiring program can boost the tion’s expectations
process and goals.
allowed insights for We also encouraged
leadership on how we
have in the recent quarters invited referrals from our
morale and the performance of our employees and employees
are doing as toamake
teamit towards
a practice to record
meeting ourfeedback
organiza-
employees. The response has accentuated our belief
the organization as a whole. periodically
tion’s throughand
expectations the continuous
goals. We alsofeedback feature
encouraged
that a strong referral hiring program can boost the
on MyCignitito
employees and make
make it aperformance and feedback
practice to record feedback
morale and the performance of our employees and
Taking this one step further, we have formalized part of our organization’s
periodically culture.
through the continuous feedback feature
the organization as a whole.
Cigniti’ s referral program by way of the Global on MyCigniti and make performance and feedback
Taking thisReferral
Employee one stepPolicy
further, we have
which formalized
details Cigniti’
out the process Employee
part Wellnessculture.
of our organization’s
s referral
and program
guidelines by way implementation
for seamless of the Global Employee
and
Referralthe
enlists Policy whichbonus
applicable details out theto process
amounts and
incentivize Employee
Guided by ourWellness
values & culture of being consistently
guidelines
the program. for seamless implementation and enlists driven towards positive&changes and empowering all
Guided by our values culture of being consistently
the applicable bonus amounts to incentivize the Cignitians to rise with resilience against adversities,
driven towards positive changes and empowering all
Pay for Performance
program. the Management
Cignitians to rise of Cigniti
with has always
resilience prioritized
against the
adversities,
well-being of our associates.
the Management of Cigniti has always prioritized the
PayPay
The forforPerformance
Performance implementation has taken us
well-being of our associates.
one step closer to administer
The Pay for Performance an effectivehas
implementation rewarding
taken us Reiterating our belief in ‘Wellness before Business’ and
mechanism driven by Function and Organization Reiterating our commitment
underlining our belief in ‘Wellness
towardsbefore
ensuringBusiness’
one step closer to administer an effective rewarding
goals. The framework encompasses parameters and underlining our commitment towards ensuring
holistic wellness of our associates, we have onboard-
mechanism driven by Function and Organization
centered holistic wellness of our associates, we have onboard-
goals. The framework encompasses along
around individual score cards with the
parameters ed a dedicated Wellness Consultant.
organizational parameters as relevant to employees ed a dedicated Wellness Consultant.
centered around individual score cards along with the
based on their roles.
organizational parameters as relevant to employees The lockdown
The lockdown andandWFH WFHpushed
pushed BMI’s high!
BMI’s We We
high! are are
based on their roles. concerned about
concerned aboutthe thehealth
healthandand
wellness of our
wellness of our
The various incentive structures we had, have now associates. Under
associates. Underthethebanner
banner‘Wellness Matters’,
‘Wellness Yoga
Matters’,
The various
been appendedincentive
into the structures
scope of we had, have now
an overarching sessions are being organized twice a week.
Yoga sessions are being organized twice a The
week. The
been appended
policy covering allinto the scope
incentive models ofunder
an overarching
one ambit morning and
morning and evening
evening slots
slots allow
allow employees
employees flexibility
flexibility
policy covering
unifying allto
our effort incentive models underperfor-
reward extraordinary one ambit to opt
to opt aasuitable
suitabletime
timetotoinvest in their
invest health
in their bothboth
health for
unifyingacross
mance our effort to reward alike.
the organization extraordinary perfor- the the
offshore andand
onsite teams alike.alike.
Sessions are are
for offshore onsite teams Sessions
mance across the organization alike. carefully conducted
carefully conductedconsidering
consideringthe health
the condi-
health condi-
Flexi Benefit Pay tions of
tions of the
the individuals.
individuals.
Flexi Benefit Pay
We believe Employee
We believe Employee Voice
Voice plays
plays aa key
key role
rolein
inshaping
shaping COVID Stories
COVID Stories
the
the future of the organization. Reinforcing thisbelief,
future of the organization. Reinforcing this belief,
and Where COVID-19has hasaffected
affected every aspect of life
and totopromote
promote financial wellness
financial as a as
wellness pillar
a ofpillar of Where COVID-19 every aspect of life
employee around
around the globe, from individual relationships to to
the globe, from individual relationships
employee experience
experience Cigniti
Cignitiannounced
announcedthe theimple-
imple-
mentation of an extended Flexible Benefit Pay (FBP) institutional operationstoto
institutional operations international
international collabora-
collabora-
mentation of an extended Flexible Benefit Pay (FBP)
which tions, Cigniti took the opportunity to bring out some
which will
will allow
allowemployees
employeestotostructure
structure andandmodify
modify tions, Cigniti took the opportunity to bring out some
their philanthropy in its people. The calling for nominations
their CTC
CTC components
components basedbased ononthe
theoffered
offeredbenefits
benefits philanthropy in its people. The calling for nominations
to for the COVID
COVIDSupport
SupportTeam
Team–‘Driven
–‘Drivenbyby Employees
to better meet their unique personal needsand
better meet their unique personal needs andalsoalso for the Employees to
benefit to Help Employees’ was widely accepted andoverhad
benefit for
for tax
tax saving.
saving. Help Employees’ was widely accepted and had
over 73 volunteers
73 volunteers camecame together
together to support
to support fellow fellow
While the
While the current
currentstructure
structureallows
allowstax
taxsaver
saver benefits
benefits Cignitians and families affected by COVID.
Cignitians and families affected by COVID.
like Sodexo Meal coupon, NPS and VPF, we have
like Sodexo Meal coupon, NPS and VPF, we have now now
introduced the Leave Travel Allowance (LTA),
introduced the Leave Travel Allowance (LTA), Profes-Profes-
sional Development
sional Development Allowance
Allowance (PDA),
(PDA),and
andTelephone
Telephone
bill reimbursement.
bill reimbursement.
ManagementSystem
Performance Management System
– –
Feedback is a key to Improvement
Feedback is a key to Improvement
Performance Review
Performance Reviewcycle
cycleFYFY2222
sawsawthethe launch
launch of
of the
the first
first quarterly
quarterly check-in
check-in process.
process. It was
It was endend to end
to end
administered through
administered through our
our new
new HRMS
HRMS--MyCigniti.
MyCigniti.With
With
this the
this the performance
performance review
review cycle
cycle has
has been
been aligned
aligned
Kudos
Kudos
Kudos to
to
to all
all
all theCOVID
the
the COVIDVolunteers
COVID Volunteersfor
Volunteers fortheir
for theirwillingness
their willingness
willingness Diversity and
Diversity
Diversity and Inclusion
andInclusion
Inclusion
and support
andsupport
and extended
supportextended
extendedand and for
and for re-affirming
for re-affirming
re-affirming aaasense
senseof
sense of
of
belongingness
belongingnessto to the
tothe ‘Big
the‘Big Cigniti
‘Big Cigniti Family’.
Cigniti Family’.
Family’. At Cigniti,
At Cigniti, Diversityand
Cigniti, Diversity
Diversity andInclusion
and Inclusion
Inclusion allows
allows
allows usus
us to to
to bebe
be more
more
more
belongingness
inclusive of
inclusive
inclusive ofofdifferent
different
differentideas, cultures,
ideas,
ideas, and lifestyles,
cultures,
cultures, and lifestyles,
and lifestyles,
InInIn
addition
additionto
addition toCovid
to Covid Helpdesk,
CovidHelpdesk,
Helpdesk,‘My ‘MyCovid
‘My CovidStory’
Covid Story’
Story’was was
was aa a leading to
leading
leading to improved
toimproved
improved culture.
culture. ItIt also
culture. also puts us
It also
puts us
puts in the
in the
us in the
series
series of
series emails
ofof emailspublishing
emails publishing the
publishingthe real-time
thereal-time experiences
real-timeexperiences
experiences position to
positiontotohire
position hire
hirethe best
the
the best employees
best employees
employees from a
fromfrom diverse
a diverse
a diverse
ofofof Cigniti’sCovid
Cigniti’s
Cigniti’s CovidWarriors
Covid Warriorswho
Warriors who battled
whobattled
battled their
their way
their
way to to
way
to and often
and
and often untapped
oftenuntapped candidate
untappedcandidate
candidate pool
pool
pool while
while
while increasing
increasing
increasing
recovery.
recovery.
recovery. TheThe
The intent
intent
intent wasto
was
was tospread
to spreadpositivity
spread positivityand
positivity andhope
and hope
hope customer satisfaction
customersatisfaction
customer satisfactionwith with their
withtheir services.
theirservices.
services.
amongst
amongst
amongst those
those
those whowho
who suffered
suffered
suffered the
the
the Coronavirusinfection
Coronavirus
Coronavirus infec-
infec-
tionthemselves
themselves
themselves
tion ortheir
or their
or their family
family
family andandwere
and wereexperiencing
were experiencing
experiencing This International
International Women’s day, Cigniti reinforced our
This
This InternationalWomen’s
Women’sday,day, Cigniti
Cigniti reinforced
reinforced ourour
psychological
psychological
psychologicaltrauma trauma
traumadue due
dueto to isolation
toisolation
isolationandand quarantine.
andquarantine.
quarantine. commitment to toto
#breakthebias by celebrating
celebrating the the
commitment
commitment #breakthebias
#breakthebias by by celebratingthe
women power.
power. The
women
women power.The employees reaffirmed
Theemployees
employees reaffirmed their
reaffirmed their belief
belief
their belief
by
by participating and sharing their pictures in the
the
by participating
participating and sharing
and theirtheir
sharing pictures in
pictures in the
#breakthebias pose along
#breakthebias along with their
their teams. The
The
#breakthebiaspose pose alongwithwith theirteams.
teams. The panel
panel
panel discussion
discussion on women
on women empowerment
empowerment and
andequality
discussion on women empowerment and
equality was
equality was an
an Apt
Apt platform
platform toto acknowledge
acknowledge
was an Apt platform to acknowledge Cigniti’s women
Cigniti’s women
Cigniti’s women power
power and
and appreciate
appreciate the the strength
strength
power
they andinappreciate
bring every day. the strength they bring in every
they
day. bring in every day.
Taking our commitment to nurture and empower
Taking
Taking our commitment to nurture and empower
women our commitment
at workplace to nurture
a focused andforempower
Hiring Drive
women
women at
atworkplace a
workplace focused
a Hiring
focused Drive
HiringforDrive for
Women was conducted allowing us an opportunity
Women was conducted allowing us an opportunity
Women
to extendwas conducted
offers allowing
and onboard greatus an opportunity
talent and to
to extend offers and onboard great talent and
extend offers and
women in technology. onboard great talent and women
women in technology.
in technology.
Awards
Awards
Awards
In recognition of our continued endeavor to make our
In
In recognition
recognition ofof
ourour
continued endeavor to make our
Work-placeVaccination
Vaccination organization a safe andcontinued endeavor
inclusive workplace forto make
Work-place
Work-place Vaccination organization
our
women,
a
organizationsafe
we are very
and inclusive
a happy
safe and workplace
inclusive
to share
for
workplace
that Cigniti has for
women,
women, we
weare
are very
veryhappy
happyto to
share thatthat
share Cigniti has has
Cigniti
WithWithanan intent
intent totokeep
keep thethe workforce
workforce healthy
healthy by by been placed in the ‘Top Ten Safe Places to Work
With an intent to keep the workforce healthy by been
been placed
placed in the ‘Top
in the ‘Top Ten Safe
TenPlaces Places
Safe Places to Work
toSurvey
Work (SPTW)’
preventing them from getting affected
preventing them from getting affected by COVID-19,by COVID-19, (SPTW)’ in Rainmaker's Safe to Work
preventing them from getting affected by COVID-19, (SPTW)’ in Rainmaker's Safe Places to Work Survey
Cigniti initiated in Rainmaker’s Safe Places to Work Survey 2020-21.
2020-21.
Cigniti initiatedIn-house
In-houseCOVID
COVID vaccination Drivefor
vaccination Drive for 2020-21.
Cigniti initiated In-house COVID vaccination Drive for
its its
employees
employeesand their dependents
and their dependentswith with over
over 500500
its employees and their dependents with over 500 Over 5000
5000 working
workingwomen
womenfrom from diverse
diverse corporations
corporations
registrations.
registrations.TheThe vaccination drives
vaccination drives were
were meticu-
meticu- Over 5000 working women from diverse corporations
registrations. The vaccination drives were meticu- participated
participated in inthe
theSPTW
SPTWsurvey
surveythat
that aims
aims toto evaluate
evaluate
lously planned
lously plannedwithwithslots
slots staggered acrosstwo
staggered across twodays
days participated in the SPTW survey that aims to evaluate
lously planned with slots staggered across two days Indian employers
employerson onthe
thedegree
degreeof ofsafety
safetytheythey provide
to toensure
ensure a a smooth
smoothand and hassle-free
hassle-freeprocess. For For
process. Indian employers on the degree of safety they
to ensure a smooth and hassle-free process. For provide
to to their women
their women employees. employees.
As part As partsurvey,
of the of the every
employees
employees spread
spread acrossother
across otherlocations
locationsandand unable provide to their women employees. As part of the
employees spread across other locations and survey,female
single every single female
employee of employee
a company of is
a asked
company to vote
to unable
come by to come
for thebyinfor the indrive,
house house a drive,
reim-abursement
reim- survey, every single female employee of a company
unable to come by for the in house drive, a reim- is asked
on to vote
how safe heron how safeisher
workplace fromworkplace is from
Sexual Harassment.
bursement
facility was facilityavailable
made was made available
covering covering
the the
employees is asked to vote on how safe her workplace is from
bursement facility was made available covering the Sexual Harassment.
employees alone.
alone. Sexual Harassment.
employees alone. We have always embraced our commitment to
We have always
Diversity embraced
and Inclusion our
withour commitment
a commitment
mission to
to incorporate
We have always embraced to
Diversity and Inclusion
a safe, respectful, with a mission
equal-opportunity to incorporate
Diversity
a safe,
and Inclusion
respectful, equal-opportunity
toenvironment
with a missionenvironment
incorporate for
for all
all.
aall. We
safe, believe that a safe workplace motivates
We respectful,
believe thatequal-opportunity
a safe workplace environment
motivates all for
employees,
all. We believe enhances
that a safe their performance,
workplace motivates and all leads
employees, enhances their performance, and leads
to higher productivity
employees, enhances and performance,
their customer satisfaction.
and leads
to higher productivity and customer satisfaction.
to higher
This productivity
feather in our capand customer
is just satisfaction.
the beginning and a
This feather
This featherinin our cap is just the beginning aand a
reminder to keep up the spirit and continueand
our cap is just the beginning to focus
reminderto
reminder tokeep
keepup up the
the spirit
spirit andand continue
continue to to focus
focus
on our vision and aim higher.
on our
on ourvision
visionandandaimaimhigher.
higher.
Go Digital. Go Beyond.
Go Digital. Go Beyond.
32 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Corporate Overview Management Reports Financial Statement
Learningatat
Learning Cigniti
Cigniti
The training initiatives through FY2021 were classified into technical, behavioral, process and domain to cover a
The training initiatives through FY2021 were classified into technical, behavioral, process and domain to cover
wide range of technical and soft skills. The technical trainings are delivered at three levels of proficiency. The
a wide range of technical and soft skills. The technical trainings are delivered at three levels of proficiency. The
year also saw the addition of 16 new courses such as part of the ‘Certified Internal Agilist’ and ‘Facilitation Skills’
year also saw the addition of 16 new courses such as part of the ‘Certified Internal Agilist’ and ‘Facilitation Skills’
programs. The new courses include the basic and advanced levels of proficiency.
programs. The new courses include the basic and advanced levels of proficiency.
Cigniti also delivered
Cigniti delivered aavalue-added
value-addedtest training
test program
training programto certain clients
to certain on best
clients on practices in Quality
best practices in Quality
Engineering including UFT test automation, continuous testing and our proprietary Verita dashboard.
Engineering including UFT test automation, continuous testing and our proprietary Verita dashboard.
No. of
Batches 10 8 weeks of training:
Phase 1:
Total
Participants 221 45 campus hires
6851
Learning Phase 2:
Hours 16 May to 21 Jul 2022
Training snapshot
34 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Corporate Overview Management Reports Financial Statement
Project Cignificance:
Our CSR Initiative
Education
Education
At Cigniti, we believe that education is a vital differentiator for development, both at the community and
At Cigniti, we believe that education is a vital differentiator for development, both at the community and national
national levels. It is a key enabler for transforming communities into human resources. Our Corporate Social
levels. It is a key enabler for transforming communities into human resources. Our Corporate Social Responsibility
Responsibility program, under the name "Project Cignificance," focuses on access, quality, and infrastructure
program, under the name “Project Cignificance,” focuses on access, quality, and infrastructure support as part of
support as part of our intervention agenda. The objective is to provide quality education to the underprivileged
our intervention agenda. The objective is to provide quality education to the underprivileged children studying
children studying in government schools, and this further translates into ensuring that children of school going
in government schools, and this further translates into ensuring that children of school going age are in schools
age are in schools and enjoy the entire process of learning. The school intervention program intends to
and enjoy the entire process of learning. The school intervention program intends to enhance the quality of
enhance the quality of education in the targeted government schools by providing Vidya Volunteers, improv-
education in the targeted government schools by providing Vidya Volunteers, improv- ing minimum learning
ing minimum learning levels and pass percentages, providing health and sanitation facilities, need-based
levels and pass percentages, providing health and sanitation facilities, need-based infrastructure support,
infrastructure support, transforming school principals to be change leaders, strengthening school manage-
transforming school principals to be change leaders, strengthening school manage- ment committees, and
ment committees, and technology-based interventions. Cigniti partnered with 13 government schools for this
technology-based interventions. Cigniti partnered with 13 government schools for this initiative and reached out
initiative and reached out to about 5,500 children to facilitate their overall development.
to about 5,500 children to facilitate their overall development.
Transformation of
Transformation of Erramanzil
Erramanzil Government
Government High
HighSchool
School
Life, as they
Life, as theyknew
knewit,it,has
has changed
changed forfor
350350 children
children at Erramanzil,
at Erramanzil, a government
a government high school
high school in Punjagutta,
in Punjagutta,
Hyderabad, through our school intervention program. The school was recently transformed,
Hyderabad, through our school intervention program. The school was recently transformed, the result the result of an
of an
intense collaboration between the GMRVF the implementing partner for the education project
intense collaboration between the GMRVF the implementing partner for the education project in Hyderabad.in Hyderabad.
Before After
Before After
Annual
Anual Report
Report 2021-22
2021-22 351
Cigniti Technologies Ltd.
Cigniti Technologies Ltd.
Scholarship
Scholarshipprogram
program“Udaan”:
“Udaan”:
For a
For a knowledge
knowledge driven
driven economy,
economy,aagrowing
growingnumber
numberof ofpeople
peopleininthe theworkforce
workforcetodaytoday require
requirehigher educational
higher educational
qualification. Recognizing
qualification. Recognizingthis thisarea
areaofof need,
need, weweaimaim tothis
to fill fill this
lacunalacuna by awarding
by awarding scholarships
scholarships supportsupport
to to
academically bright
academically bright students
students from
from low
low income
income families.
families. WeWe supported
supported 70 70 girls
girls in
in the
the 12th
12th standard
standard bybyproviding
providing
coaching to
coaching to prepare
prepare forfor competitive
competitive exams
exams to to get
get admission
admission to to professional
professional institutions.
institutions. Scholarship
Scholarship is
is just
just one
one
form of
form of support;
support; we
we will
willadd
addthis
thiswith
withsoft
softskill
skilland
andmentoring
mentoringsupport.
support.
Health
Health
The COVID-19 crisis caused widespread havoc across the country, posing enormous challenges for individuals,
households, and businesses. Throughout the pandemic, Cigniti has been contributing to relief work support. Its
The COVID-19
approach crisis caused
is aimed at bothwidespread
immediatehavoc across
relief and the country,
long-term posing enormous
humanitarian challenges
response for individuals,
work. Cigniti pledged its
households, and businesses. Throughout the pandemic, Cigniti has been contributing to relief
support to the Cyberabad Security Council to help the affected families. It provided medical equipment work support. andIts
approach is aimed at both immediate relief and long-term humanitarian response work. Cigniti pledged
renovated the ICU ward at the Belagavi Institute of Medical Sciences (BIMS) in Karnataka as part of its health its
support to the
intervention Cyberabad
program, Security Council
and upgraded to help
the NICU at thethe affected
Maternity families.
and It provided
Child Health Caremedical
Center inequipment
Nalgonda and
district,
renovated the ICU ward at the Belagavi Institute of Medical Sciences (BIMS) in Karnataka
Hyderabad, to serve the economically disadvantaged. Through this intervention program, we have as part of itssupported
health
intervention program,
more than 1,00,000 and upgraded
patients from ruralthe NICU at the Maternity and Child Health Care Center in Nalgonda district,
areas.
Hyderabad, to serve the economically disadvantaged. Through this intervention program, we have supported
more than 1,00,000 patients from rural areas.
36 Go Digital.
Go Digital. Go Beyond.
Go Beyond.
Corporate Overview Management Reports Financial Statement
Corporate Overview Management Reports Financial Statement
Board of Directors
Mr.
Mr.CCVVSubramanyam
Subramanyamisisthe theChairman
Chairman&&MD MDofofthe
the supervisory
supervisory board
board of Cigniti
Technologies
Technologies Limited
Limited and
and focuses
focuses on on thethe corporate
corporate governance
governance and the
regulatory
regulatoryaspects
aspectsof ofrunning
runningaapublicly
publiclylisted
listed company.
company. His
His primary
primary focus
focus isis on
on
creating
creatingshareholder
shareholdervalue
valueby
byensuring
ensuringthat
thatvarious
variousparts
parts of
of the
the organization add
organization add
value
valuetotothe
thevarious
variousstakeholders
stakeholderssuch
suchas asclients,
clients, employees,
employees, partners,
partners, industry,
industry,
and society. He is a successful entrepreneur who co-founded one of South India’s
and society. He is a successful entrepreneur who co-founded one of South India’s
largest transport and logistics organizations. In 1998, he founded Chakkilam
largest transport and logistics organizations. In 1998, he founded Chakkilam
Infotech as an IT services company and in 2004, he successfully took the company
Infotech as an IT services company and in 2004, he successfully took the
public and listed on BSE. In 2008, he was instrumental in putting together a world
company
class public
executive and listed on
management BSE.as
team, Inwas
2008, he wastoinstrumental
required in putting
successfully reposition
together a world class executive management team, as
the company as an Independent Software Testing services company. Chakkilam was required to
C V Subramanyam successfully reposition the company as an Independent Software
Infotech merged with Cigniti Inc. of USA in 2012 andbecame Cigniti Technologies Ltd. Testing
Chairman & MD Heservices
holds acompany. Chakkilam
Bachelor’s Degree inInfotech
Commercemerged withwith
along Cigniti
Law Inc.
andof USA
PostinGraduate
2012 and
Diploma
becameinCigniti
Business Management.
Technologies Ltd. He holds a Bachelor’s Degree in Commerce
along with Law and Post Graduate
He is a member of the Board Committees Diploma in ofBusiness Management.
Audit Committee, Nomination &
He is a member of the Board Committees of Audit Committee,
Remuneration Committee, Risk Management Committee, CSR Committee, Nomination and&
Remuneration Committee, Risk
Business Responsibility Committee Management Committee, CSR Committee, and
Business Responsibility Committee
AsAsCEO
CEO and Co-Founder
and Co-Founder of Cigniti Technologies
of Cigniti Inc., Srikanth
Technologies Chakkilam
Inc., Srikanth is helping
Chakkilam is
Cigniti
helping grow strength-to-strength
Cigniti and become
grow strength-to-strength anda global
become leader in independent
a global leader in
quality engineering
independent quality& software testing&services.
engineering software Srikanth is responsible
testing for driving
services. Srikanth is
Cigniti’s global growth strategy, help set organizational goals and direction,
responsible for driving Cigniti’s global growth strategy, help set organizational and
provide insights to build lasting relationships with clients, partners, & investors.
goals and direction, and provide insights to build lasting relationships with
Previously, as an Executive Director, Srikanth spearheaded Cigniti’s expansion
clients, partners, & investors. Previously, as an Executive Director, Srikanth
into diverse geographies including U.K., EU, ANZ, SA, Middle East, and APAC regions.
spearheaded Cigniti’s expansion into diverse geographies including U.K., EU, ANZ,
Under his leadership, the revenues from these regions grew exponentially over
SA, years.
the MiddleSrikanth
East, andworks
APAC closely
regions.with
Under
thehisGlobal
leadership, the revenues
Marketing team atfrom these
Cigniti to
regions grew exponentially over the years. Srikanth works closely
orchestrate great customer experiences for our clients. Srikanth is an alumnus ofwith the Global
Marketing
the Universityteam at Cigniti
of Southern to orchestrate
California where he great customer
worked closelyexperiences for our
with Barry Boehm,
Srikanth Chakkilam clients. Srikanth is an alumnus of the University of Southern California
one of the legends of software engineering and quality. He also holds a Graduate where he
CEO & Director,
workedinclosely
Degree with and
Electronics BarryCommunication
Boehm, one of Engineering.
the legends of software engineering
Cigniti Technologies Inc.
and quality. He also holds a Graduate Degree in Electronics and
He is a member of the Board Committees of Nomination & Remuneration
Communication
Committee, Engineering.
Stakeholders Relationship Committee, CSR Committee, and
He is a member
Business Responsibility of the Board Committees of Nomination & Remuneration
Committee
Committee, Stakeholders Relationship Committee, CSR Committee, and
Business Responsibility Committee
Mr.Ram
Mr. RamKrishna
KrishnaAgarwal
Agarwalisisaaqualified
qualifiedChartered
CharteredAccountant
Accountant andand has
has the
the rare
rare
distinctionofof
distinction being
being probably
probably thethefirstfirst recipient
recipient of Gold
of Gold Medals
Medals for securing
for securing 1st
1st Rank
Rank
on on allbasis
all India Indiainbasis
both intheboth the Intermediate
Intermediate and Finaland Final Examinations
Examinations of the
of the Institute
ofInstitute
Chartered Accountants
of Chartered of India. He
Accountants of has been
India. a Partner
He has been with S. R. Batliboi
a Partner with S. & R.
Associates LLP since 1978
Batliboi & Associates LLP and
sincewas1978the and Managing Partner ofPartner
was the Managing the Firmofat the
the time
Firm at
ofthe
histime
retirement
of his in June, 2013.
retirement in Mr. Agarwal
June, hasAgarwal
2013. Mr. over 40 has
years post40qualification
over years post
experience in various fields like Audit, Taxation,
qualification experience in various fields like Audit, Taxation,Company Law, Consultancy,
Company Law, etc.
He has got a wide exposure of various industries, including Steel, Paper, Cement,
Consultancy, etc. He has got a wide exposure of various industries, including
Automobiles, Textile, Milk & Dairy Products, etc. both in India and abroad.
Steel, Paper, Cement, Automobiles, Textile, Milk & Dairy Products, etc. both in India
He
and is abroad.
a member of the Board committees (Chairman) of Audit Committee,
R K Agarwal Stakeholders
He is a member Relationship
of the Board Committee,
committeesRisk Management
(Chairman) of Audit Committee,
Committee,
Independent Director Nomination
Stakeholders Relationship Committee, Risk ManagementResponsibility
& Remuneration Committee, and Business Committee,
Committee
Nomination & Remuneration Committee, and Business Responsibility Committee
Annual
Anual Report
Report 2021-22
2021-22 371
Cigniti Technologies Ltd.
Cigniti Technologies Ltd.
Mr.Phaneesh
Mr. PhaneeshMurthy,
Murthy, global
global IT
IT industry
industry veteran, who spearheaded
spearheaded the the growth
growth
story
storyof of
companies
companies like Infosys and iGate,
like Infosys and joined
iGate,the boardthe
joined of Cigniti
board Technologies
of Cigniti
Ltd. as Independent
Technologies Ltd. asDirector in 2017.Director
Independent Phaneesh is a business
in 2017. Phaneeshleader with 25 years
is a business of
leader
experience
with 25 yearsin structuring
of experience and managing largeand
in structuring outsourcing
managing deals
largeforoutsourcing
Fortune 500
companies. Phaneesh’s
deals for Fortune 500previous
companies. roles Phaneesh’s
include CEO & President
previous of iGate
roles Corporation
include CEO &
and Worldwide Head of Sales and Marketing, Head of Communications, and
President of iGate Corporation and Worldwide Head of Sales and Marketing,
Product Solutions Group at Infosys Ltd. He also consults for various businesses.
Head of Communications, and Product Solutions Group at Infosys Ltd. He also
Phaneesh is widely recognized as an Industry pioneer in propelling organizations
consults for various businesses. Phaneesh is widely recognized as an Industry
to an all-round, multifold growth, and helping them reach leadership positions.
pioneer in propelling organizations to an all-round, multifold growth, and
He is a member
helping them reach of the Board Committees
leadership positions. of Audit Committee, Nomination
Phaneesh Murthy &He
Remuneration Committee, Risk Management
is a member of the Board Committees of Audit Committee
Committee, (Chairman),
Nomination and
&
Independent Director Business Responsibility Committee
Remuneration Committee, Risk Management Committee (Chairman), and
Business Responsibility Committee
Mr.Srinath
Mr. SrinathBatni
Batni isglobal
is a a global IT veteran.
IT veteran. He isHe is a Co-Founder
a Co-Founder of Ventures
of Axilor Axilor Ventures
Private
Private At
Limited. Limited.
InfosysAtLimited,
Infosyshe Limited,
servedhe asserved
Group as Group Co-Head
Co-Head of Worldwide
of Worldwide Customer
Delivery,
Customer Head of Delivery
Delivery, Head (GCARE), Head
of Delivery of Strategic
(GCARE), Head Groups & Co-Customer
of Strategic Groups &
Delivery and Whole-Time Director of Infosys Limited from
Co-Customer Delivery and Whole-Time Director of Infosys Limited from May 2000 to July May
2014.
He serves as Director of Infosys Technologies China (Shanghai)
2000 to July 2014. He serves as Director of Infosys Technologies China (Shanghai) and Infosys
Technologies
and InfosysAustralia Pty Limited,
Technologies subsidiaries
Australia of Infosyssubsidiaries
Pty Limited, Technologiesof Ltd.Infosys
He has
a B.E. in Mechanical Engineering from Mysore University and an M.E. in Mechanical
Technologies Ltd. He has a B.E. in Mechanical Engineering from Mysore University
Engineering from the Indian Institute of Science, Bangalore.
and an M.E. in Mechanical Engineering from the Indian Institute of Science,
He is a member of the Board Committees of Audit Committee, Nomination
Bangalore.
&HeRemuneration
is a member of Committee (Chairman),ofCSR
the Board Committees AuditCommittee,
Committee, and Business
Nomination &
Srinath Batni Responsibility
RemunerationCommitteeCommittee (Chairman), CSR Committee, and Business
Independent Director Responsibility Committee
Ms.Nooraine
Ms. NooraineFazal
Fazal isis the
the Managing
Managing trustee,
trustee, CEO, and Co-Founder
Co-Founder of of Inventure
Inventure
Academy.Ms.
Academy. Ms.Nooraine
Nooraine has has aa Master
Master of Science degree in in Management
Management from from
Boston
BostonUniversity.
University.She
She worked
worked with
with IBM
IBM and
and Reuters for a period
period of of 10
10 years
years in
in aa
front-line
front-line and
and managerial
managerial capacity.
capacity. Post Post a
a period of introspection
period of introspection about about the
the
future,
future,she
shereturned
returnedto toIndia
Indiain
in 2003
2003 (after
(after twelve
twelve years across the
years across the UK,
UK, USA,
USA,Middle
Middle
East,
East,Australia,
Australia,and
andthe
theGreater
Greater China
China region)
region) in
in order to be
order to be aa ‘citizen
‘citizen with
with aasay’
say’in
in
the way the country is developing.
the way the country is developing.
She
He is aa member
member of of thethe Board
Board Committees
Committees of Nomination
Nomination & Remuneration
Remuneration
Committee,
Committee, Stakeholders
Stakeholders Relationship
Relationship Committee (Chairperson), and
Committee (Chairperson), and CSR
CSR
Committee (Chairperson)
Committee (Chairperson)
Nooraine Fazal
Independent Director
Mr. K. Ch.
Mr. Ch.Subba
Subba Rao is a is
Rao post
a graduate in science
post graduate and has got
in science andvaried
has experience
got varied
experience in Realand
in Real Estates Estates
otherand other activities.
related related activities.
He has He 3 has 3 decades
decades of
of rich
rich entrepreneurial experience in real estate and logistics. He is
entrepreneurial experience in real estate and logistics. He is a successful a successful
entrepreneur
entrepreneur who who cofounded
cofounded oneone ofof South
South India’s
India’s largest transport and
largest transport and
logistics
logistics organization which continues to grow stronger since inception. He is onis
organization which continues to grow stronger since inception. He
on Board of Cigniti since 2003 and contributing his honorary services for the
Board of Cigniti since 2003 and contributing his honorary services for the
growth of the Company.
growth of the Company.
38 GoGo
Go Digital. Digital. Go Beyond.
Beyond.
Cigniti Technologies Ltd. Corporate Overview Management Reports Financial Statement
Corporate
Corporate InformationInformation
BOARD OF DIRECTORS: AUDIT COMMITTEE: REGISTRAR & SHARE TRANSFER
Mr. C V Subramanyam Mr. Ram Krishna Agarwal - Chairman AGENTS:
Chairman & Managing Director Mr. Phaneesh Murthy - Member M/s. Aarthi Consultants Pvt. Ltd.
(DIN:00071378) Mr. Srinath Batni - Member 1-2-285, Domalguda, Hyderabad-29.
Mr. C V Subramanyam - Member Tel: (040) 27642217 / 27638111
Mr. Ram Krishna Agarwal Fax: (040) 27632184
Independent Director (DIN: 00416964) Email: [email protected]
NOMINATION &
Mr. Phaneesh Murthy REMUNERATION COMMITTEE:
Independent Director (DIN:00388525) Mr. Srinath Batni - Chairman LISTED AT:
Mr. Phaneesh Murthy - Member BSE Limited
Mr. Srinath Batni Ms. Nooraine Fazal - Member National Stock Exchange Limited
Independent Director (DIN:00041394) Mr. C Srikanth - Member
Mr. C V Subramanyam - Member DEMAT ISIN NUMBER IN NSDL &
Ms. Nooraine Fazal
Independent Director (DIN: 03110948) CDSL:
STAKEHOLDERS RELATIONSHIP INE675C01017
Mr. K. Ch. Subba Rao COMMITTEE:
Non-Executive Director (DIN: 01685123) Ms. Nooraine Fazal - Chairperson WEBSITE:
Mr. Ram Krishna Agarwal - Member www.cigniti.com
Mr. C Srikanth Mr. C Srikanth - Member
Non-Executive Director (DIN: 06441390)
INVESTOR E-MAIL ID:
RISK MANAGEMENT [email protected]
CHIEF FINANCIAL OFFICER: COMMITTEE:
Mr. Krishnan Venkatachary Mr. Phaneesh Murthy - Chairman BANKERS:
Mr. R. K. Agarwal - Member
COMPANY SECRETARY & Federal Bank Ltd
Mr. C V Subramanyam - Member
COMPLIANCE OFFICER: Secunderabad Branch
Mrs. Naga Vasudha CORPORATE SOCIAL Axis Bank Ltd
RESPONSIBILITY COMMITTEE: Madhapur Branch, Hyderabad
REGISTERED OFFICE: Ms. Nooraine Fazal - Chairperson
Suit No.106 & 107, 6-3-456/C, Mr. Srinath Batni - Member HDFC Bank Ltd
MGR Estates Mr. C Srikanth - Member Lakidikapool, Branch, Hyderabad
Dwarakapuri Colony, Panjagutta, Mr. C V Subramanyam - Member
Hyderabad - 500082. Oriental Bank of Commerce
Telangana State Secunderabad Branch. S.D Road,
BUSINESS Secunderabad
Tel: No (040) 40382255, RESPONSBILITY COMMITTEE:
Fax: (040) 30702299 Mr. C V Subramanyam - Chairman
Mr. Phaneesh Murthy - Member
GLOBAL DELIVERY CENTER: Mr. Ram Krishna Agarwal - Member
6th Floor, ORION Block, “The V” Mr. Srinath Batni - Member
(Ascendas), Plot No# 17, Software Mr. C Srikanth - Member
Units Layout, Madhapur,
Hyderabad – 500 081.
Tel: (040) 30702255,
Fax: (040) 30702299
Website: www.cigniti.com
Email: [email protected]
STATUTORY AUDITORS:
S. R. Batliboi & Associates LLP
NOTICE
Notice is hereby given that the 24th Annual General Meeting till the conclusion of the 29th Annual
General Meeting of the Shareholders of M/s. Cigniti General Meeting to be held in the year 2027 on such
Technologies Limited will be held on Thursday, 23rd day remuneration as may be decided by the Board of
of June, 2022 at 10.00 A.M. at Deccan Stateroom, ITC Directors in consultation with the Statutory Auditors of
Kohenur, A Luxury Collection Hotel, Madhapur, Hitech the Company.”
City, Hyderabad, Telangana- 500081 to transact the
SPECIAL BUSINESS:
following business:
Item No.5 – Re-Appointment of Mr. Ram Krishna
ORDINARY BUSINESS:
Agarwal (DIN- 00416964) as an Independent Director
Item No. 1 – Adoption of financial statements of the Company.
To receive, consider and adopt the Audited To consider and if thought fit to pass with or without
Balance Sheet (including the consolidated financial modification(s), the following Resolution as a Special
statements) as at March 31’ 2022, the Statement of Resolution:
Profit & Loss and Cash Flow Statement for the year
“RESOLVED THAT, pursuant to the provisions of sections
ended on that date together with the Notes attached
149, 152, and other applicable provisions of the
thereto, along with the Reports of Auditors and
Companies Act, 2013 (“the Act”) and the rules made
Directors thereon.
thereunder (including any statutory modifications or
Item No. 2 – Declaration of dividend re-enactment(s) thereof, for the time being in force),
read with Schedule IV of the Act and based on the
To declare a final dividend of Rs. 2.50/- per equity
recommendation of Nomination and Remuneration
share for the year ended March 31, 2022.
Committee and the Board of Directors, the consent
Item No. 3 – To Appoint Mr. C. Srikanth (DIN: 06441390) of the members of the Company be and is hereby
as director, liable to retire by rotation and being accorded to re-appoint Mr. Ram Krishna Agarwal
eligible offers himself for re-appointment (DIN: 00416964), as an Independent Director of the
Company for the second and final term of five years
To consider and if thought fit to pass with or without
commencing from the date of members approval at
modification(s), the following Resolution as an
this 24th Annual General Meeting till the conclusion of
Ordinary Resolution:
29th Annual General Meeting proposed to be held in
“RESOLVED THAT, pursuant to the provisions of Section the year 2027.”
152 and other applicable provisions of the Companies
“RESOLVED further that Mr. C.V.Subramanyam,
Act, 2013, Mr. C. Srikanth (DIN: 06441390), who retires
Chairman & Managing Director be and is hereby
by rotation at this meeting and being eligible offers
authorized to do all such deeds necessary and
himself for re-appointment, be and is hereby re-
incidental there to including filing of requisite forms
appointed as a director liable to retire by rotation.
with Registrar of Companies, Hyderabad.”
Item No. 4 – To Re-appoint M/s. S R Batiliboi &
Item No.6 – Re-Appointment of Mr. Phaneesh Murthy
Associates, LLP, as statutory auditors of the
(DIN- 00388525) as an Independent Director of the
Company and to fix their remuneration.
Company.
To consider and if thought fit, to pass the following
To consider and if thought fit to pass with or without
resolution, with or without modification(s), as an
modification(s), the following Resolution as a Special
Ordinary Resolution:
Resolution:
“RESOLVED THAT pursuant to Section 139, 142 and all
“RESOLVED THAT, pursuant to the provisions of sections
other applicable provisions, if any, of the Companies
149, 152, and other applicable provisions of the
Act, 2013 read with the Companies (Audit and Auditors)
Companies Act, 2013 (“the Act”) and the rules made
Rules, 2014, (including any statutory modification(s)
thereunder (including any statutory modifications or
or re-enactment thereof) and pursuant to the
re-enactment(s) thereof, for the time being in force),
recommendations of the Audit Committee and
read with Schedule IV of the Act and based on the
the Board of Directors of the Company, M/s. S R
recommendation of Nomination and Remuneration
Batliboi & Associates, LLP, Chartered Accountants,
Committee and the Board of Directors, the consent
having registration No. 101049W/E300004 be and are
of the members of the Company be and is hereby
hereby re-appointed as the Statutory Auditors of the
accorded to re-appoint Mr. Phaneesh Murthy
Company for a term of five consecutive years, who
(DIN: 00388525), as an Independent Director of the
shall hold office from the conclusion of this 24th Annual
40 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Company for the second and final term of five years Company for the second and final term of five years
commencing from the date of members approval at commencing from the date of members approval at
this 24th Annual General Meeting till the conclusion of this 24th Annual General Meeting till the conclusion of
29th Annual General Meeting proposed to be held in 29th Annual General Meeting proposed to be held in
the year 2027.” the year 2027.”
“RESOLVED further that Mr. C.V.Subramanyam, “RESOLVED further that Mr. C.V.Subramanyam,
Chairman & Managing Director be and is hereby Chairman & Managing Director be and is hereby
authorized to do all such deeds necessary and authorized to do all such deeds necessary and
incidental there to including filing of requisite forms incidental there to including filing of requisite forms
with Registrar of Companies, Hyderabad.” with Registrar of Companies, Hyderabad.”
Item No.7 – Re-Appointment of Ms. Nooraine Fazal Item No.9 -Payment of one percent commission to
(DIN- 03110948) as an Independent Director of the Non-whole time Directors
Company.
To consider and if thought fit to pass with or without
To consider and if thought fit to pass with or without modification(s), the following Resolution as Ordinary
modification(s), the following Resolution as a Special Resolution:
Resolution:
“RESOLVED that pursuant to the provisions of section
“RESOLVED THAT, pursuant to the provisions of sections
197 and other applicable provisions, if any, of the
149, 152, and other applicable provisions of the
Companies Act, 2013 (Act), as amended from time to
Companies Act, 2013 (“the Act”) and the rules made
time, a sum not exceeding one percent per annum
thereunder (including any statutory modifications
of the net profits of the Company calculated in
or re-enactment(s) thereof, for the time being
accordance with the provisions of section 198 of the
in force), read with Schedule IV of the Act and
Act, be paid to and distributed amongst the Directors
based on the recommendation of Nomination and
of the Company or some or any of them (other than
Remuneration Committee and the Board of Directors,
the Managing Director and Whole-time Directors) in
the consent of the members of the Company be and
such amounts or proportions and in such manner
is hereby accorded to re-appoint Ms. Nooraine Fazal
and in all respects as may be directed by the Board
(DIN- 03110948), as an Independent Director of the
of Directors and such payments shall be made in
Company for the second and final term of five years
respect of the profits of the Company for each year,
commencing from the date of members approval at
for a period of three years, commencing April 1 2022.”
this 24th Annual General Meeting till the conclusion of
29th Annual General Meeting proposed to be held in “RESOLVED further that Mr. C.V. Subramanyam,
the year 2027.” Chairman & Managing Director be and is hereby
authorized to do all such deeds necessary and
“RESOLVED further that Mr. C.V.Subramanyam,
incidental there to including filing of requisite forms
Chairman & Managing Director be and is hereby
with Registrar of Companies, Hyderabad.”
authorized to do all such deeds necessary and
incidental there to including filing of requisite forms Item No.10– To approve the “Cigniti Employee Stock
with Registrar of Companies, Hyderabad.” Option Plan-2022” (ESOP-2022) for employees of the
Item No.8 – Re-Appointment of Mr. Srinath Batni Company.
(DIN- 00041394) as an Independent Director of the To consider and, if thought fit, to pass, with or without
Company. modification(s), the following Resolution, as Special
To consider and if thought fit to pass with or without Resolution:
modification(s), the following Resolution as a Special “RESOLVED THAT pursuant to the provisions of Section
Resolution: 62(1)(b), and all other applicable provisions, if any,
“RESOLVED THAT, pursuant to the provisions of sections of the Companies Act, 2013 as amended, modified
149, 152, and other applicable provisions of the or re-enacted from time to time, including the
Companies Act, 2013 (“the Act”) and the rules made Memorandum and the Articles of Association of the
thereunder (including any statutory modifications Company, the Securities and Exchange Board of
or re-enactment(s) thereof, for the time being India (Share Based Employee Benefits and Sweat
in force), read with Schedule IV of the Act and Equity) Regulations, 2021 as amended, modified or re-
based on the recommendation of Nomination and enacted from time to time (hereinafter referred to as
Remuneration Committee and the Board of Directors, “SEBI Regulations”) or any other provisions applicable
the consent of the members of the Company be and and subject to such other approvals, permissions and
is hereby accorded to re-appoint Mr. Srinath Batni sanctions as may be necessary and subject to such
(DIN- 00041394), as an Independent Director of the conditions and modifications as may be prescribed or
imposed while granting such approvals, permissions schedule, number of options, exercise price, exercise
and sanctions, the approval and consent of the period, eligibility criteria or to suspend, withdraw,
Company be and is hereby accorded to the “Cigniti terminate or revise the ESOP-2002.
Employee Stock Option Plan-2022” (“ESOP 2022”) and
RESOLVED FURTHER THAT for the purpose of giving effect
to the Board of Directors of the Company (hereinafter
to this resolution, the Board be and is hereby authorised
referred to as “the Board” which term shall be deemed
on behalf of the Company to do all such acts, deeds,
to include any Committee, including the Nomination
matters and things as it may, in its absolute discretion,
and Remuneration Committee/Compensation
deem necessary, expedient, proper or desirable and
Committee which the Board has constituted, or any
to settle all questions, difficulties or doubts that may
other committee which the Board may constitute
arise in this regard at any stage including at the time
from time to time, to exercise its powers, including the
of listing of Securities, without requiring the Board
powers conferred by this resolution), to create, offer,
to secure any further consent or approval of the
issue and allot at any time to or to the benefit of such
Members of the Company to the end and intent that
person(s) who are in permanent employment of the
they shall be deemed to have given their approval
Company, in India or out of India, including any director
thereto expressly by the authority of this resolution.
of the Company, except an employee/director who
is a promoter or belongs to the promoter group and RESOLVED FURTHER THAT all the lapsed options will be
Independent Directors as defined in Companies Act, added back to ESOP-2022 pool and the Board be and
2013 and related rules, options exercisable into not is hereby authorised to allot these lapsed options to
more than 14,00,000 Equity Shares of the Company the eligible employees as per the ESOP-2022.
(“Equity Share(s)”) which shall be acquired from
FURTHER RESOLVED THAT notwithstanding anything
the secondary market through a Trust (viz., Cigniti
contained anywhere, the employees are free to
Employees Foundation) set-up by the company, at
surrender their options voluntarily, if in their opinion,
such price or prices, in one or more tranches and on
the options granted are not beneficial to them, even
such terms and conditions, as may be determined
before the expiry of their exercise period.”
by the Board of Directors in accordance with the
provisions of the ESOP 2022 and the applicable laws RESOLVED FURTHER THAT the Board be and is hereby
and regulations, provided that such equity shares authorised to delegate all or any powers conferred
acquired by the said trust through secondary herein, to any committee of Directors with a power
market at any point of time under ESOP-2022 shall in to further delegate to any executives/officers of the
aggregate not exceed 5% of the paid up equity capital company to do all such acts, deed, matters and things
of the company.” as also to execute such documents, writings, etc. as
may be necessary in this regard.
“RESOLVED FURTHER THAT in case of any corporate
action(s) such as rights issues, bonus issues, merger, Item No.11 – To approve the Cigniti Employee Stock
sale of division and others, if any additional Equity Option Plan-2022” (ESOP-2022) for employees of
Shares are issued by the Company to the option the subsidiary companies, holding companies and
grantees for the purpose of making a fair and associate companies of the Company.
reasonable adjustment to the options granted earlier, To consider and, if thought fit, to pass, with or without
the above ceiling of 14,00,000 Equity Shares shall modification(s), the following Resolution, as a Special
be deemed to be increased to the extent of such Resolution:
additional Equity Shares issued.”
“RESOLVED THAT pursuant to the provisions of Section
RESOLVED FURTHER THAT the maximum number of 62(1)(b), and all other applicable provisions, if any,
Securities issued/granted in terms of this resolution, of the Companies Act, 2013 as amended, modified
to any single Employee (including any Director) during or re-enacted from time to time, including the
any one year shall be less than one percent of the Memorandum and the Articles of Association of the
issued and paid-up equity shares of the company. Company, the Securities and Exchange Board of
RESOLVED FURTHER THAT the Board be and is hereby India (Share Based Employee Benefits and Sweat
authorised to formulate, evolve, decide upon and Equity) Regulations, 2021 as amended, modified or re-
bring into effect the ESOP-2022 on such terms enacted from time to time (hereinafter referred to as
and conditions as contained in the Explanatory “SEBI Regulations”) or any other provisions applicable
Statement to this Item in the Notice and to make any and subject to such other approvals, permissions
modification(s), changes, variation(s), alteration(s) or and sanctions as may be necessary and subject
revision(s) in the terms and conditions of the ESOP- to such conditions and modifications as may be
2022 from time to time including but not limited to, prescribed or imposed while granting such approvals,
amendment(s) with respect to vesting period and permissions and sanctions, which may be agreed to
by the board of directors of the company (hereinafter
42 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
referred to as “the Board” which term shall be deemed prescribed or imposed while granting such approvals,
to include any Committee, including the Nomination permissions and sanctions, which may be agreed to
and Remuneration Committee/Compensation by the Board of directors of the company (hereinafter
Committee which the Board has constituted, or any referred to as “the Board” which term shall be deemed
other committee which the Board may constitute to include any Committee, including the Nomination
from time to time, to exercise its powers, including the and Remuneration Committee/Compensation
powers conferred by this resolution), the consent of Committee which the Board has constituted, or any
the members be and is hereby accorded to the Board other committee which the Board may constitute
to extend the benefits of “Cigniti Employee Stock from time to time, to exercise its powers, including the
Option Plan-2022” (ESOP-2022) to the benefit of such powers conferred by this resolution), the consent of
person(s) who are in permanent employment of the the members be and is hereby accorded to the Trust
subsidiary companies and associate companies of (viz., Cigniti Employees Foundation) to acquire shares
the Company by way of grant of options exercisable not exceeding 5% of the total paid-up share capital of
into fully paid up equity shares of Rs.10/- each which the Company from secondary market at such price
shall be acquired from the secondary market through or prices, in one or more tranches and on such terms
a Trust (Viz., Cigniti Employees Foundation) set-up by and conditions, as may be determined by the Board in
the company, at such price or prices, in one or more accordance with the provisions of the ESOP-2022 and
tranches and on such terms and conditions, as may the applicable laws and regulations to implement the
be determined by the Board in accordance with ESOP-2022.
the provisions of the ESOP-2022 and the applicable
“RESOLVED FURTHER THAT the Trust can acquire
laws and regulations, provided that such equity
additional shares from secondary market at such
shares acquired by the said trust through secondary
price or prices, in one or more tranches and on such
market at any point of time under ESOP-2022 shall in
terms and conditions, as may be determined by
aggregate not exceed 5% of the paid up equity capital
the Board, in case the share capital expands due
of the company.
to capital expansion undertaken by the company
RESOLVED FURTHER THAT the Board be and is hereby including preferential allotment of shares or qualified
authorized to make modifications, changes, variations, institutions placement, subject to ceiling of five per
alterations or revisions in the Scheme, from time to cent prescribed above.”
time or to suspend, withdraw or revise the Scheme
RESOLVED FURTHER THAT the board be and is hereby
from time to time and settle all questions, queries,
authorized to do all acts, deeds and things that may
difficulties or doubts that may arise in relation to the
be required to implement the ESOP-2022.
implementation of the Scheme and incur expenses in
relation thereto, as it may deem fit, from time to time in Item No.13 – To approve the additional acquisition
its sole and absolute discretion in conformity with the of equity shares through Trust.
provisions of the Act, the Memorandum and Articles of
To consider and, if thought fit, to pass, with or without
Association of the company, SEBI Regulations and any
modification(s), the following Resolution, as a Special
other applicable laws.
Resolution:
Item No.12– To approve the Secondary Acquisition
“RESOLVED THAT pursuant to the applicable provisions,
of equity shares for implementing “Cigniti Employee
if any, of the Companies Act, 2013 as amended,
Stock Option Plan-2022” (ESOP-2022) through Trust.
modified or re-enacted from time to time, including
To consider and, if thought fit, to pass, with or without the Memorandum and the Articles of Association of
modification(s), the following Resolution, as a Special the Company, the Securities and Exchange Board
Resolution: of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 as amended, modified or re-
“RESOLVED THAT pursuant to the applicable provisions,
enacted from time to time (hereinafter referred to as
if any, of the Companies Act, 2013 as amended,
“SEBI Regulations”) or any other provisions applicable
modified or re-enacted from time to time, including
and subject to such other approvals, permissions and
the Memorandum and the Articles of Association of
sanctions as may be necessary and subject to such
the Company, the Securities and Exchange Board
conditions and modifications as may be prescribed or
of India (Share Based Employee Benefits and Sweat
imposed while granting such approvals, permissions
Equity) Regulations, 2021 as amended, modified or re-
and sanctions, which may be agreed to by the board
enacted from time to time (hereinafter referred to as
of directors of the company (hereinafter referred
“SEBI Regulations”) or any other provisions applicable
to as “the Board” which term shall be deemed to
and subject to such other approvals, permissions
include any Committee, including the and Nomination
and sanctions as may be necessary and subject
and Remuneration Committee/Compensation
to such conditions and modifications as may be
Committee which the Board has constituted, or any
other committee which the Board may constitute of the paid-up capital and free reserves of the
from time to time, to exercise its powers, including Company.
the powers conferred by this resolution), the consent
RESOLVED FURTHER THAT the Board be and is hereby
of the members be and is hereby accorded to the
authorized to do all acts, deeds and things that may
Trust (viz., Cigniti Employees Foundation) to acquire
be required in this regard.”
additional shares from secondary market at such
price or prices, in one or more tranches and on such For and on behalf of the Board
terms and conditions, as may be determined by Cigniti Technologies Limited
the board, in case the share capital expands due
to capital expansion undertaken by the company
including preferential allotment of shares or qualified Place: Hyderabad C.V. Subramanyam
institutions placement, to maintain the five per cent of Date: 04.05.2022 Chairman & Managing Director
the total paid-up capital of the Company. DIN: 00071378
“RESOLVED THAT pursuant to the applicable provisions, 2. Pursuant to the provisions of Section 105 of the
if any, of the Companies Act, 2013 as amended, Companies Act, 2013, a person can act as a proxy
modified or re-enacted from time to time, including on behalf of not more than fifty (50) members
the Memorandum and the Articles of Association of and holding in aggregate not more than 10% of
the Company, the Securities and Exchange Board the total share capital of the Company carrying
of India (Share Based Employee Benefits and Sweat voting rights. A member holding more than 10% of
Equity) Regulations, 2021 as amended, modified or re- the total share capital of the Company carrying
enacted from time to time (hereinafter referred to as voting rights may appoint a single person as
“SEBI Regulations”) or any other provisions applicable proxy, who shall not act as a proxy for any other
and subject to such other approvals, permissions person or shareholder. The appointment of proxy
and sanctions as may be necessary and subject shall be in the Form No. MGT.11 annexed herewith.
to such conditions and modifications as may be
3. Corporate Members are requested to send to
prescribed or imposed while granting such approvals,
the Company’s Registrar & Share Transfer Agent
permissions and sanctions, which may be agreed to
(RTA), a duly certified copy of the Board Resolution
by the Board of Directors of the company (hereinafter
authorizing their representative to attend and
referred to as “the Board” which term shall be deemed
vote at the Annual General Meeting.
to include any Committee, including the Nomination
and Remuneration Committee/Compensation 4. The Register of Members and Share Transfer Books
Committee which the Board has constituted, or any of the Company will remain closed from 18.06.2022
other committee which the Board may constitute to 23.06.2022 (both days inclusive).
from time to time, to exercise its powers, including 5. Shareholders holding shares in physical form
the powers conferred by this resolution), the consent may write to the company/company’s RTA for
of the members be and is hereby accorded to any change in their address and bank mandates;
provide financial assistance to the Trust (viz., Cigniti shareholders holding shares in electronic
Employees Trust) (including without any interest), as form may inform the same to their depository
may be deemed fit, to enable the Trust to acquire or participants immediately, where applicable.
purchase the equity shares of the company subject to
compliance with the applicable laws and regulations. 6. Members are requested to hand over the enclosed
Attendance Slip, duly signed in accordance with
FURTHER RESOLVED THAT THE aggregate of the monies their specimen signature(s) registered with the
lend by the Company to Trust for purchase of shares Company for admission to the meeting hall.
of the company from secondary market at any point Members who hold shares in dematerialised form
of time shall not exceed five percent of the aggregate
44 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
are requested to bring their Client ID and DP ID company and correspond with them directly
Numbers for identification. In case of joint holders regarding share transmission /transposition,
attending the Meeting, only such joint holders who Demat / Remat, change of address, issue of
are higher in the order of names will be entitled to duplicate shares certificates, ECS and nomination
vote. facility.
7. The Securities and Exchange Board of India has 13. In terms of Section 72 of the Companies Act, 2013, a
mandated submission of Permanent Account member of the company may nominate a person
Number (PAN) by every participant in securities on whom the shares held by him/her shall vest
market. Members holding shares in demat form in the event of his/her death. Members desirous
are, therefore, requested to submit PAN details of availing this facility may submit nomination
to the Depository Participants with whom they in prescribed Form-SH-13 to the company/RTA
have demat accounts. Members holding shares in in case shares are held in physical form, and to
physical form can submit their PAN details to the their respective depository participant, if held in
Company/ Registrar and Share Transfer Agents electronic form.
(M/s. Aarthi Consultants Pvt. Ltd).
14. Electronic copy of the Annual Report for 2021-2022
8. As a measure of austerity, copies of the annual
is being sent to all the members whose email
report will not be distributed at the Annual General
IDs are registered with the Company/Depository
Meeting. Members are therefore, requested to
Participants(s) for communication purposes
bring their copies of the Annual Report to the
unless any member has requested for a hard
Meeting.
copy of the same. For members who have not
9. In consonance with the company’s sustainability registered their email address, physical copies of
initiatives and Regulation 36 of the SEBI (LODR) the Annual Report for 2021-2022 is being sent in the
Regulations, 2015, the company is sharing all permitted mode.
documents with shareholders in the electronic
mode, wherever the same has been agreed to 15. Members may also note that the Notice of the 24th
by the shareholders. Shareholders are requested Annual General Meeting and the Annual Report for
to support this green initiative by registering/ 2021-2022 will also be available on the Company’s
updating their e-mail addresses for receiving website www.cigniti.com for download. The
electronic communications. Members holding physical copies of the aforesaid documents will
shares in the same name under different ledger also be available at the Company’s Registered
folios are requested to apply for consolidation Office for inspection during normal business
of such folios and send the relevant share hours on working days. Even after registering
certificates to M/s. Aarthi Consultants Pvt. Ltd., RTA for e-communication, members are entitled to
of the Company for doing the needful. receive such communication in physical form,
upon making a request for the same, by post free
10. SEBI has recently amended relevant provisions
of cost. For any communication, the shareholders
of SEBI (Listing Obligations and Disclosure
may also send requests to the Company’s investor
Requirements) Regulations, 2015 to disallow listed
email id: [email protected]
companies from accepting request for transfer
of securities which are held in physical form, with 16. Explanatory Statement pursuant to Section 102(1)
effect from 1 April 2019. The shareholders who of the Companies Act, 2013 relating to the Special
continue to hold shares in physical form even Business in the Notice is annexed hereto and
after this date, will not be able to lodge the shares forms part of this Notice.
with company / its RTA for further transfer. They will
17. Members may note that the Board of Directors, in
need to convert them to demat form compulsorily
its meeting held on May 4, 2022 has recommended
if they wish to effect any transfer. Only the requests
a final dividend of 2.50/- per share for fiscal year
for transmission and transposition of securities in
2021-22. The record date for the purpose of final
physical form, will be accepted by the RTA.
dividend will be June 17, 2022. The final dividend,
11. Members are requested to send their queries once approved by the members in the ensuing
at least 10 days before the date of meeting so AGM will be paid with in 30 days from the date of
that information can be made available at the AGM, electronically through various online transfer
meeting. modes to those members who have updated their
12. In respect to shares held in physical mode, all bank account details. For members who have
shareholders are requested to intimate changes, not updated their bank account details, dividend
if any, in their registered address immediately warrants / demand drafts / cheques will be sent
to the registrar and share transfer agent of the out to their registered addresses once the postal
facility is available. To avoid delay in receiving the
dividend, members are requested to update their Currently, there are multiple e-voting service
KYC with their depositories (where shares are held providers (ESPs) providing e-voting facility
in dematerialized mode) and with the Company’s to listed entities in India. This necessitates
Registrar and Transfer Agent (RTA) (where shares registration on various ESPs and maintenance
are held in physical mode) to receive the dividend of multiple user IDs and passwords by the
directly into their bank account on the pay-out shareholders.
date.
In order to increase the efficiency of the voting
18. In accordance with the provisions of the Income process, pursuant to a public consultation, it
Tax Act, 1961 as amended by and read with the has been decided to enable e-voting to all
provisions of the Finance Act, 2020, with effect the demat account holders, by way of a single
from 1st April 2020, dividend declared and paid login credential, through their demat accounts/
by the Company is taxable in the hands of its websites of Depositories/ Depository Participants.
members and the Company is required to deduct Demat account holders would be able to cast
tax at source (TDS) from dividend paid to the their vote without having to register again with
the ESPs, thereby, not only facilitating seamless
members at the applicable rates. A separate
authentication but also enhancing ease and
email will be sent at the registered email ID of the
convenience of participating in e-voting process.
members describing about the detailed process
to submit the documents/ declarations along (ii) The remote e-voting period commences on
with the formats in respect of deduction of tax Monday, June 20, 2022 (9:00 a.m. IST) and ends on
at source on the dividend payout. Sufficient time Wednesday, June 22, 2022 (5:00 p.m. IST). During
will be provided for submitting the documents/ this period, Members holding shares either in
declarations by the members who are desiring to physical form or in dematerialized form, as on
claim beneficial tax treatment. The intimation will Friday, June 17, 2022 i.e. cut-off date, may cast their
also be uploaded on the website of the Company- vote electronically. The e-voting module shall be
www.cigniti.com. Shareholders holding shares disabled by CDSL for voting thereafter. Those
in physical form may write to the company/ Members, who will be present in the AGM through
VC / OAVM facility and have not cast their vote
company’s R&T agents for any change in their
on the Resolutions through remote e-voting and
address and bank mandates; shareholders
are otherwise not barred from doing so, shall be
holding shares in electronic form may inform the
eligible to vote through e-voting system during
same to their depository participants immediately,
the AGM.
where applicable.
(iii) The facility for voting through ballot paper shall
19. Voting through electronic means: be made available at the AGM and the members
A. THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE attending the meeting who have not cast their
E-VOTING ARE AS UNDER: vote by remote e-voting shall be able to exercise
their right at the meeting through ballot paper.
(i) In compliance with provisions of Section The members who have cast their vote by remote
108 of the Companies Act, 2013, Rule 20 e-voting prior to the AGM may also attend the
of the Companies (Management and AGM but shall not be entitled to cast their vote
Administration) Rules, 2014 as amended again.
by the Companies (Management and
(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/
Administration) Amendment Rules, 2015 and
CIR/P/2020/242 dated December 9, 2020 on
Pursuant to SEBI Circular No. SEBI/HO/CFD/
e-Voting facility provided by Listed Companies,
CMD/CIR/P/2020/242 dated 09.12.2020, under
Individual shareholders holding securities in
Regulation 44 of Securities and Exchange
demat mode are allowed to vote through their
Board of India (Listing Obligations and demat account maintained with Depositories
Disclosure Requirements) Regulations, 2015, and Depository Participants. Shareholders are
listed entities are required to provide remote advised to update their mobile number and
e-voting facility to its shareholders, in respect email Id in their demat accounts in order to
of all shareholders’ resolutions. However, it has access e-Voting facility.
been observed that the participation by the
Pursuant to abovesaid SEBI Circular, Login
public non-institutional shareholders/retail
method for e-Voting for Individual shareholders
shareholders is at a negligible level.
holding securities in Demat mode CDSL/NSDL is
given below:
46 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
2) After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to
see e-Voting page of the e-Voting service provider for casting your vote during
the remote e-Voting period. Additionally, there is also links provided to access
the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so
that the user can visit the e-Voting service providers’ website directly.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on www.cdslindia.
com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin
The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user
will be able to see the e-Voting option where the evoting is in progress and also
able to directly access the system of all e-Voting Service Providers.
Individual Shareholders 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
holding securities in website of NSDL. Open web browser by typing the following URL: https://eservices.
demat mode with NSDL nsdl.com either on a Personal Computer or on a mobile. Once the home page
Depository of e-Services is launched, click on the “Beneficial Owner” icon under “Login”
which is available under ‘IDeAS’ section. A new screen will open. You will have
to enter your User ID and Password. After successful authentication, you will
be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on company name or
e-Voting service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL), Password/OTP and a Verification Code as shown
on the screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company name or
e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period.
Individual Shareholders You can also login using the login credentials of your demat account through
(holding securities in your Depository Participant registered with NSDL/CDSL for e-Voting facility.
demat mode) login After Successful login, you will be able to see e-Voting option. Once you click
through their Depository on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
Participants (DP) successful authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider name and you will be redirected
to e-Voting service provider website for casting your vote during the remote
e-Voting period.
Important note: Members who are unable to 6) If you are a first-time user follow the steps
retrieve User ID/ Password are advised to use given below:
Forget User ID and Forget Password option
available at abovementioned website. For Physical shareholders
and other than individual
Helpdesk for Individual Shareholders holding
shareholders holding shares in
securities in demat mode for any technical
Demat.
issues related to login through Depository i.e.
CDSL and NSDL PAN Enter your 10 digit alpha-numeric
*PAN issued by Income Tax
Login type Helpdesk details Department (Applicable for both
demat shareholders as well as
Individual Shareholders Members facing any
physical shareholders)
holding securities in technical issue in login
Demat mode with CDSL can contact CDSL • Shareholders who have
helpdesk by sending not updated their PAN with
a request at helpdesk. the Company/Depository
[email protected] Participant are requested to
or contact at toll free no. use the sequence number sent
1800 22 55 33 by Company/RTA or contact
Company/RTA.
Individual Shareholders Members facing any
holding securities in technical issue in login D i v i d e n d Enter the Dividend Bank Details
Demat mode with NSDL can contact NSDL Bank Details or Date of Birth (in dd/mm/yyyy
helpdesk by sending a format) as recorded in your
OR Date of
request at evoting@ demat account or in the company
Birth (DOB)
nsdl.co.in or call at toll records in order to login.
free no.: 1800 1020 990 If both the details are not recorded
and 1800 22 44 30 with the depository or company,
(v) Login method for Remote e-Voting for Physical please enter the member id /
shareholders and shareholders other than folio number in the Dividend Bank
individual holding in Demat form. details field.
1) The shareholders should log on to the e-voting (vi) After entering these details appropriately, click on
website www.evotingindia.com. “SUBMIT” tab.
48 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
desired. The option YES implies that you assent with attested specimen signature of the duly
to the Resolution and option NO implies that you authorized signatory who are authorized to
dissent to the Resolution. vote, to the Scrutinizer and to the Company at
the email address viz; company.secretary@
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to
cigniti.com, if they have voted from individual
view the entire Resolution details.
tab & not uploaded same in the CDSL e-voting
(xii) After selecting the resolution, you have decided to system for the scrutinizer to verify the same.
vote on, click on “SUBMIT”. A confirmation box will
PROCESS FOR THOSE SHAREHOLDERS WHOSE
be displayed. If you wish to confirm your vote, click
EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE
on “OK”, else to change your vote, click on “CANCEL”
COMPANY/DEPOSITORIES.
and accordingly modify your vote.
1. For Physical shareholders- please provide
(xiii) Once you “CONFIRM” your vote on the resolution,
necessary details like Folio No., Name of
you will not be allowed to modify your vote.
shareholder, scanned copy of the share
(xiv) You can also take a print of the votes cast by certificate (front and back), PAN (self attested
clicking on “Click here to print” option on the Voting scanned copy of PAN card), AADHAR (self
page. attested scanned copy of Aadhar Card) by
email to Company/RTA email id.
(xv) If a demat account holder has forgotten the login
password then Enter the User ID and the image 2. For Demat shareholders -, Please update your
verification code and click on Forgot Password & email id & mobile no. with your respective
enter the details as prompted by the system. Depository Participant (DP)
(xvi) There is also an optional provision to upload BR/ 3. For Individual Demat shareholders – Please
POA if any uploaded, which will be made available update your email id & mobile no. with your
to scrutinizer for verification. respective Depository Participant (DP) which
is mandatory while e-Voting & joining virtual
(xvii) Additional Facility for Non – Individual
meetings through Depository.
Shareholders and Custodians –For Remote
Voting only. 20.
Mr. S. Chidambaram, Practicing Company
Secretary, bearing C.P. Number 2286 has been
• Non-Individual shareholders (i.e. other than
appointed as the Scrutinizer to scrutinize the
Individuals, HUF, NRI etc.) and Custodians are
e-voting process. The Scrutinizer shall, immediately
required to log on to www.evotingindia.com
after the conclusion of voting at the AGM, first
and register themselves in the “Corporates”
count the votes cast during the AGM, thereafter
module.
unblock the votes cast through remote e-voting
• A scanned copy of the Registration Form and make, not later than 48 hours of conclusion
bearing the stamp and sign of the entity of the AGM, a consolidated Scrutinizer’s Report of
should be emailed to helpdesk.evoting@ the total votes cast in favour or against, if any, to
cdslindia.com. the Chairman or a person authorised by him in
writing, who shall countersign the same.
• After receiving the login details a Compliance
User should be created using the admin login 21. The Results declared along with the Scrutinizer’s
and password. The Compliance User would be Report shall be placed on the Company’s website
able to link the account(s) for which they wish www.cigniti.com and on the website of CDSL within
to vote on. two(2) days of passing of the resolutions at the
AGM of the Company and communicated to the
• The list of accounts linked in the login will be
National Stock Exchange of India Limited and BSE
mapped automatically & can be delink in
Limited.
case of any wrong mapping.
22. The route map for the 24th AGM is annexed to this
• It is Mandatory that, a scanned copy of the
Board Resolution and Power of Attorney Annual Report 2021-22.
(POA) which they have issued in favour of the For and on behalf of the Board
Custodian, if any, should be uploaded in PDF Cigniti Technologies Limited
format in the system for the scrutinizer to
verify the same.
• Alternatively Non Individual shareholders are Place: Hyderabad C.V. Subramanyam
required mandatory to send the relevant Date: 04.05.2022 Chairman & Managing Director
Board Resolution/ Authority letter etc. together DIN: 00071378
50 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
5. A brief resume of the director Ms. Nooraine Fazal is the Managing Srikanth is the Chief Executive Officer
trustee, CEO and Co-Founder of and a member of the founding group at
Inventure academy. Cigniti Technologies Inc. He is responsible
for developing the company strategy to
Ms. Nooraine has a Master of Science
be in-line with the vision, mission and
degree in Management from Boston
the values of the organization. Prior to
University.
taking over as CEO, Srikanth worked as
Nooraine worked with IBM and Reuters Executive Director and was responsible
for a period of 10 years in a front-line and for driving Sales at U.K., EU, ANZ, SA, Middle
managerial capacity. Post a period of East and APAC regions. He also handled
introspection about the future, Nooraine Marketing, worked closely with CFO for
returned to India in 2003 (after twelve Investor Relations, client relationship
years across the UK, USA, Middle East, activities in his earlier stints at Cigniti.
Australia and the Greater China region) Srikanth has an MS from the University
in order to be a ‘citizen with a say’ in the of Southern California where he was a
way the country is developing. teaching assistant to Barry Boehm, one
of the legends of software engineering
and quality. He holds a Graduate Degree
in Electronics and Communication
Engineering from India.
6. Nature of expertise in specific Innovation, Global Marketing & HR, Innovation, Technology,
Entrepreneurship & General Business Entrepreneurship & General Business
functional areas;
Management Management
9. In case of independent directors, Ms. Nooraine Fazal holds a Masters Not Applicable
the skills and capabilities required degree in Management from Boston
for the role and the manner in University. Her expertise is in the fields
which the proposed person meets of Innovation, Global Marketing & HR,
such requirements Entrepreneurship & General Business
Management Innovation, Global
Marketing & HR, Entrepreneurship &
General Business Management.
52 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
EXPLANATORY STATEMENT
[Pursuant to Section 102 of the Companies Act, 2013]
Item No. 4: To Re-appoint M/s. S R Batiliboi & Associates, LLP, Chartered Accountants, as statutory auditors of
the Company and to fix their remuneration.
M/s. S R Batiliboi & Associates, LLP, Chartered Accountants, be and are hereby re-appointed as the Statutory
Auditors of the Company for the second & final term of five consecutive years, who shall hold office from the
conclusion of this 24th Annual General Meeting till the conclusion of the 29th Annual General Meeting to be held
in the year 2027 on such remuneration as may be decided by the Board of Directors in consultation with the
Statutory Auditors of the Company.”
M/s. S R Batiliboi & Associates, LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company
at the 18th Annual General Meeting (‘AGM’) held on June 30, 2017 for a period of 5 years, up to the conclusion of
24th AGM. M/s. S R Batiliboi & Associates, LLP are eligible for re-appointment for a further period of 5 years. M/s. S R
Batiliboi & Associates, LLP have given their consent for their re-appointment as Statutory Auditors of the Company
and has issued certificate confirming that their re-appointment, if made, will be within the limits prescribed
under the provisions of Section 139 of the Companies Act, 2013 (‘the Act’) and the rules made thereunder. M/s.
S R Batiliboi & Associates, LLP have confirmed that they are eligible for the proposed appointment under the
Companies Act, 2013 read with rules made thereunder.
Based on the recommendations of the Audit Committee and the Board of Directors, it is hereby proposed to
re-appoint M/s. S R Batiliboi & Associates LLP, Chartered Accountants, having registration No. 101049W/E300004,
as the Statutory Auditors of the Company for the second and final term of five consecutive years, who shall
hold office from the conclusion of this 24th AGM till the conclusion of the 29th AGM of the Company. The Board
of Directors has approved a remuneration of Rs. 1.3 crore for conducting the audit for the financial year 2021-
22, excluding applicable taxes and reimbursement of out-of-pocket expenses on actuals. The remuneration
proposed to be paid to the Statutory Auditors during their second and final term would be in line with the existing
remuneration and shall be commensurate with the services to be rendered by them during the said tenure.
The Board of Directors in consultation with the Audit Committee may alter and vary the terms and conditions of
appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the
Statutory Auditors.
M/s. S.R. Batliboi & Associates LLP (FRN:101049W/E300004, (“the Audit Firm”), is a firm of Chartered Accountants
registered with the Institute of Chartered Accountants of India. The Audit Firm was established in the year 1965
and is a Limited Liability Partnership firm (“LLP”) incorporated in India. It has registered office at 22, Camac Street,
Kolkata and has 11 branch offices in various cities in India. The Audit Firm has valid Peer Review certificate and
is part of S.R. Batliboi & Affiliates network of audit firms. It is primarily engaged in providing audit and assurance
services to its clients.
The Board recommends the resolution set out at Item No. 4 of the Notice for approval by the Members by way
of an Ordinary Resolution.
None of the Directors or Key Managerial Personnel of the Company or their relatives are interested or concerned,
financially or otherwise, in the resolution.
Item No. 5: Re-Appointment of Mr. Ram Krishna Agarwal (DIN- 00416964) as an Independent Director of the
Company.
In accordance with Section 149(10) and (11) of the Companies Act, 2013 (‘the Act’), an Independent Director shall
hold office for a term up to five years on the Board of the Company, but shall be eligible for re-appointment on
passing of a special resolution by the Company and disclosure of such re-appointment in the Boards’ Report.
Mr. Ram Krishna Agarwal (DIN- 00416964) was appointed as an Additional Director on the Board of the Company
on June 30, 2017 and subsequently as Independent Director of the Company with the approval of shareholders
at the Annual General Meeting (‘AGM’) of the Company held on July 31, 2018, for a tenure of 5 years until the
conclusion of this AGM.
Based on his skills, experience, knowledge and performance evaluation and recommendation of the Nomination
and Remuneration Committee at its meeting held on May 4, 2022, the Board, in line with the Company’s policy
on Director’s appointment and remuneration has proposed the re-appointment of Mr. Ram Krishna Agarwal as
an Independent Director for a second and final term of five years from the conclusion of this 24th AGM up to the
conclusion of 29th AGM to be held in the year 2027.
The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member signifying his
intention to propose the candidature of Mr. Ram Krishna Agarwal (DIN- 00416964) as an Independent Director, to
be re-appointed under the provisions of Section 149(10) of the Act.
The Company has received requisite consent/declarations for appointment of Mr. Ram Krishna Agarwal as an
Independent Director as required under the Act and rules made thereunder.
In the opinion of the Board and based on the Board’s evaluation, Mr. Ram Krishna Agarwal fulfils the conditions
specified in the SEBI Listing Regulations, the Act and the Rules framed thereunder for his re-appointment as an
Independent Director from the Company and he is independent of the Management.
The Board considers that his continued association would be of immense benefit to the Company and it is
desirable to continue to avail the services of Mr. Ram Krishna Agarwal as an Independent Director, the Board
recommends the resolution set forth in Item No. 5 relating to the re-appointment of Mr. Ram Krishna Agarwal as
an Independent Director of the Company, who shall be not liable to retire by rotation, by way of Special Resolution.
Except Mr. Ram Krishna Agarwal, none of the Directors or Key Managerial Personnel of the Company or their
relatives are interested or concerned, financially or otherwise, in the resolution.
Item No.6 – Re-Appointment of Mr. Phaneesh Murthy (DIN- 00388525) as an Independent Director of the
Company.
In accordance with Section 149(10) and (11) of the Companies Act, 2013 (‘the Act’), an Independent Director shall
hold office for a term up to five years on the Board of the Company, but shall be eligible for re-appointment on
passing of a special resolution by the Company and disclosure of such re-appointment in the Boards’ Report.
Mr. Phaneesh Murthy (DIN- 00388525) was appointed as an Additional Director on the Board of the Company
on June 30, 2017 and subsequently as Independent Director of the Company with the approval of shareholders
at the Annual General Meeting (‘AGM’) of the Company held on July 31, 2018, for a tenure of 5 years until the
conclusion of this AGM.
Based on his skills, experience, knowledge and performance evaluation and recommendation of the Nomination
and Remuneration Committee at its meeting held on May 4, 2022, the Board, in line with the Company’s policy
on Director’s appointment and remuneration has proposed the re-appointment of Mr. Phaneesh Murthy as an
Independent Director for a second and final term of five years from the conclusion of this 24th AGM up to the
conclusion of 29th AGM to be held in the year 2027.
The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member signifying his
intention to propose the candidature of Mr. Phaneesh Murthy (DIN- 00388525) as an Independent Director, to be
re-appointed under the provisions of Section 149(10) of the Act.
The Company has received requisite consent/declarations for appointment of Mr. Phaneesh Murthy as an
Independent Director as required under the Act and rules made thereunder.
In the opinion of the Board and based on the Board’s evaluation, Mr. Phaneesh Murthy fulfils the conditions
specified in the SEBI Listing Regulations, the Act and the Rules framed thereunder for his re-appointment as an
Independent Director from the Company and he is independent of the Management.
The Board considers that his continued association would be of immense benefit to the Company and it
is desirable to continue to avail the services of Mr. Phaneesh Murthy as an Independent Director, the Board
recommends the resolution set forth in Item No. 6 relating to the re-appointment of Mr. Phaneesh Murthy as an
Independent Director of the Company, who shall be not liable to retire by rotation, by way of Special Resolution.
Except Mr. Phaneesh Murthy, none of the Directors or Key Managerial Personnel of the Company or their relatives
are interested or concerned, financially or otherwise, in the resolution.
Item No.7 – Re-Appointment of Ms. Nooraine Fazal (DIN- 03110948) as an Independent Director of the Company.
In accordance with Section 149(10) and (11) of the Companies Act, 2013 (‘the Act’), an Independent Director shall
hold office for a term up to five years on the Board of the Company, but shall be eligible for re-appointment on
passing of a special resolution by the Company and disclosure of such re-appointment in the Boards’ Report.
Ms. Nooraine Fazal (DIN- 03110948) was appointed as an Additional Director on the Board of the Company on
June 30, 2017 and subsequently as Independent Director of the Company with the approval of shareholders
at the Annual General Meeting (‘AGM’) of the Company held on July 31, 2018, for a tenure of 5 years until the
conclusion of this AGM.
54 Go Digital. Go Beyond.
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Based on her skills, experience, knowledge and performance evaluation and recommendation of the Nomination
and Remuneration Committee at its meeting held on May 4, 2022, the Board, in line with the Company’s policy
on Director’s appointment and remuneration has proposed the re-appointment of Ms. Nooraine Fazal as an
Independent Director for a second and final term of five years from the conclusion of this 24th AGM up to the
conclusion of 29th AGM to be held in the year 2027.
The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member signifying his
intention to propose the candidature of Ms. Nooraine Fazal (DIN- 03110948) as an Independent Director, to be re-
appointed under the provisions of Section 149(10) of the Act.
The Company has received requisite consent/declarations for appointment of Ms. Nooraine Fazal as an
Independent Director as required under the Act and rules made thereunder.
In the opinion of the Board and based on the Board’s evaluation, Ms. Nooraine Fazal fulfils the conditions specified
in the SEBI Listing Regulations, the Act and the Rules framed thereunder for his re-appointment as an Independent
Director from the Company and she is independent of the Management.
The Board considers that her continued association would be of immense benefit to the Company and it
is desirable to continue to avail the services of Ms. Nooraine Fazal as an Independent Director, the Board
recommends the resolution set forth in Item No. 7 relating to the re-appointment of Ms. Nooraine Fazal as an
Independent Director of the Company, who shall be not liable to retire by rotation, by way of Special Resolution.
Except Ms. Nooraine Fazal, none of the Directors or Key Managerial Personnel of the Company or their relatives
are interested or concerned, financially or otherwise, in the resolution
Item No.8 – Re-Appointment of Mr. Srinath Batni (DIN- 00041394) as an Independent Director of the Company.
In accordance with Section 149(10) and (11) of the Companies Act, 2013 (‘the Act’), an Independent Director shall
hold office for a term up to five years on the Board of the Company, but shall be eligible for re-appointment on
passing of a special resolution by the Company and disclosure of such re-appointment in the Boards’ Report.
Mr. Srinath Batni (DIN- 00041394) was appointed as an Additional Director on the Board of the Company on
August 24, 2017 and subsequently as Independent Director of the Company with the approval of shareholders
at the Annual General Meeting (‘AGM’) of the Company held on July 31, 2018, for a tenure of 5 years until the
conclusion of this AGM.
Based on his skills, experience, knowledge and performance evaluation and recommendation of the Nomination
and Remuneration Committee at its meeting held on May 4, 2022, the Board, in line with the Company’s policy
on Director’s appointment and remuneration has proposed the re-appointment of Mr. Srinath Batni as an
Independent Director for a second and final term of five years from the conclusion of this 24th AGM up to the
conclusion of 29th AGM to be held in the year 2027.
The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member signifying his
intention to propose the candidature of Mr. Srinath Batni (DIN- 00041394) as an Independent Director, to be re-
appointed under the provisions of Section 149(10) of the Act.
The Company has received requisite consent/declarations for appointment of Mr. Srinath Batni as an Independent
Director as required under the Act and rules made thereunder.
In the opinion of the Board and based on the Board’s evaluation, Mr. Srinath Batni fulfils the conditions specified in
the SEBI Listing Regulations, the Act and the Rules framed thereunder for his re-appointment as an Independent
Director from the Company and he is independent of the Management.
The Board considers that his continued association would be of immense benefit to the Company and it is
desirable to continue to avail the services of Mr. Srinath Batni as an Independent Director, the Board recommends
the resolution set forth in Item No. 8 relating to the re-appointment of Mr. Srinath Batni as an Independent Director
of the Company, who shall be not liable to retire by rotation, by way of Special Resolution.
Except Mr. Srinath Batni, none of the Directors or Key Managerial Personnel of the Company or their relatives are
interested or concerned, financially or otherwise, in the resolution
Item No.9 -Payment of one percent commission to Non-whole time Directors
Section 197 of the Companies Act, 2013, provides for payment of remuneration to the directors who are neither
managing directors nor whole-time directors (i.e. non-executive directors) which shall not exceed 1% of the net
profits of the Company. The Board of Directors of the Company, may propose to remunerate the non-executive
directors (i.e. directors other than Managing Director and the Whole time Directors) not exceeding in aggregate
one percent of the net profits of the Company for each financial year, as computed in the manner laid down in
Section 198 of the Act.
Non-executive & Independent Directors have been entrusted with new responsibilities to make their role
more objective and purposeful. Keeping in view the versatile experience, and highly qualified profile of
Non-executive & Independent Directors, enhanced role, responsibilities and duties of directors, it is considered
appropriate that the Non-Executive & Independent Directors of the Company should be remunerated by the
Company which should commensurate with their increased role, responsibilities and duties.
Accordingly, it is proposed that in terms of section 197 of the Act, the Directors (apart from the Managing Director
and Whole-time Directors) be paid, for each of the three consecutive financial years commencing April 1, 2022,
remuneration not exceeding one percent per annum of the net profits of the Company computed in accordance
with the provisions of the Act. This remuneration will be distributed amongst all or some of the Directors in
accordance with the directions given by the Board in consultation with the Nomination & Remuneration
Committee.
None of the other Directors, Key Managerial Personnel of the Company / their relatives except Mr. Ram Krishna
Agarwal, Ms. Nooraine Fazal and Mr. Srinath Batni is, in any way, concerned or interested, financially or otherwise,
in the said resolution.
The Board accordingly recommends the resolution set out at Item No. 9 of the Notice for your approval.
Item No.10 & 11
Brief description of the scheme
Equity based compensation is considered to be an integral part of employee compensation across sectors
which enables alignment of personal goals of the employees with organizational objectives by participating
in the ownership of the Company through share-based compensation scheme/plan. Your Company
believes in rewarding its employees including Directors of the Company as well as that of the Subsidiary
company(ies) for their continuous hard work, dedication, and support, which has led the Company on the
growth path. The Company intends to implement Cigniti Employee Stock Option Plan 2022 (“Cigniti ESOP-2022”)
with a view to attract and retain key talents working with the Company and its Subsidiary company(ies), if any,
by way of rewarding their performance and motivate them to contribute to the overall corporate growth and
profitability.
The Company seeks approval of the Shareholders in respect of Cigniti ESOP-2022 and for grant of Stock Options
to the eligible employees/Directors of the Company, that of its Subsidiary company(ies), if any, as may be
decided by Board and / or the Nomination and Remuneration Committee (“Committee”) from time to time in
due compliance with Companies, Act, 2013 (including rules framed thereunder), SEBI SBEB Regulations and other
applicable laws and regulations.
The main features of the Cigniti ESOP-2022 are as under:
1. Total number of Options to be granted:
14,00,000 (Fourteen Lakh) Options would be available for grant to the eligible employees of the Company
and / or eligible employees of the Subsidiary company(ies), if any, in aggregate under Cigniti ESOP-2022, in
one or more tranches exercisable into not exceeding 14,00,000 (Fourteen Lakh) equity shares in aggregate
in the Company of face value of Rs. 10/- each fully paid-up. Vested Options lapsed due to non-exercise and/
or unvested Options that get cancelled due to resignation / termination of the employees or otherwise,
would be available for being re-granted at a future date. The Board is authorised to re-grant such lapsed /
cancelled options as per the provisions of Cigniti ESOP-2022. The SEBI SBEB Regulations require that in case
of any corporate action(s) such as rights issues, bonus issues, merger and sale of division, and others, a
fair and reasonable adjustment needs to be made to the Options granted. Accordingly, if any additional
equity shares are required to be issued pursuant to any corporate action, the above ceiling of Options or
equity shares shall be deemed to increase in proportion of such additional equity shares issued subject to
compliance of the SEBI SBEB Regulations.
2. Identification of classes of employees entitled to participate in Cigniti ESOP-2022
Following class / classes of employees are entitled to participate in Cigniti ESOP-2022:
a) Permanent employees of the Company working with the Company or on deputation with any other
company in India or out of India.
b) Directors of the Company; and
c) Permanent employees and Directors of the Subsidiary company(ies) / working with respective subsidiary
company or on deputation with any other company.
Following class / classes of employees are not eligible:
a) an employee who is a Promoter or belongs to the Promoter Group.
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Corporate Overview Management Reports Financial Statement
b) a Director who either by himself or through his relatives or through any body corporate, directly or
indirectly holds more than 10% of the outstanding Equity Shares of the Company; and
c) an Independent Director within the meaning of the Companies Act, 2013.
3. Transferability of Employee Stock Options:
The Options granted to an employee shall not be transferable to any person and shall not be pledged,
hypothecated, mortgaged or otherwise alienated in any manner. However, in the event of the death of the
Option grantee, the right to exercise all the Options granted to him till such date shall be transferred to his
legal heirs or nominees within the period as may be prescribed under Cigniti ESOP-2022.
4. Requirements of vesting and period of vesting:
The Options granted shall vest in accordance with the terms of the each grant under Cigniti ESOP-2022,
so long as an employee continues to be in the employment of the Company or the subsidiary company,
if any, as the case may be. The Committee may, at its discretion, lay down certain performance metrics
on the achievement of which such Options would vest, the detailed terms and conditions relating to such
performance-based vesting, and the proportion in which Options granted would vest subject to the minimum
vesting period of 1 year.
5. Maximum period within which the Options shall be vested:
Options granted under Cigniti ESOP-2022 would vest in accordance with the terms of the each grant, subject
to maximum period of 4 years from the date of grant of such Options.
6. Exercise price or pricing formula:
The exercise price per Option shall be market price as defined in the Scheme less discount if any, as may be
decided by the Nomination and Remuneration Committee from time to time at its own discretion subject to
maximum discount of 20%. However in no case such exercise price shall be less than face value.
7. Exercise period and the process of Exercise:
The vested Options shall be allowed for exercise on and from the date of vesting. The vested Options need to
be exercised within a maximum period of 2 years from the date of vesting of such Options. The vested Option
shall be exercisable by the employees by a written application to the Trust or Company expressing his / her
desire to exercise such Options in such manner and on such format as may be prescribed by the Trust/
Committee from time to time. The Options shall lapse if not exercised within the specified exercise period.
8. Appraisal process for determining the eligibility of employees under Cigniti ESOP-2022:
The appraisal process for determining the eligibility of the employees will be decided by the Committee
from time to time. The employees would be granted Options under Cigniti ESOP-2022 based on various
parameters such as performance rating, period of service, rank or designation and such other parameters
as may be decided by the Committee from time to time.
9. Maximum number of Options to be issued per employee and in aggregate:
The number of Options that may be granted to any specific employee of the Company or of its subsidiary
company under the Plan, in any financial year and in aggregate under Cigniti ESOP-2022 shall be less than 1%
of the issued Equity Share Capital (excluding outstanding warrants and conversions) of the Company.
10. Whether the scheme(s) is to be implemented and administered directly by the company or through a
trust:
The ESOP-2022 shall be implemented through Trust.
11. Whether the scheme(s) involves new issue of shares by the company or secondary acquisition by the
trust or both:
The ESOP-2022 is implemented by Secondary acquisition of shares and does not involve any fresh issue of
shares.
12. The amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its
tenure, utilization, repayment terms, etc:
Subject to the provisions of Section 67 of the Companies Act, 2013 and rules made thereunder, the Company
will provide an amount not exceeding 5% of the Paid up capital and free reserves in one or more tranches
to the Trust for implementing the Scheme. The Board or the Committee shall decide on the amount, tenure,
utilization, repayment and other terms of loan to be provided to the Trust for the purpose of implementation
of the Scheme.
13. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that
can be made by the trust for the purposes of the scheme(s);
Subject to the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 the Trust can acquire a maximum of 5% of the total paid-up share capital of
the Company through Secondary Acquisition. Further, the number of equity shares of the Company that can
be acquired by the Trust from the secondary market in any financial year shall not exceed 2% of the number
of paid-up equity share capital of the Company as at the end of the previous financial year.
The Trust can acquire additional shares from secondary market at such price or prices, in one or more
tranches and on such terms and conditions, as may be determined by the board, in case the share capital
expands due to capital expansion undertaken by the company including preferential allotment of shares or
qualified institutions placement, subject to ceiling of five per cent prescribed above.
14. Method of Valuating the Options:
The company will adopt the fair value method to value the options granted under the Scheme or such other
valuation as may be decided by the Nomination and Remuneration Committee/Compensation Committee.
15. The Lock-in period, if any:
There shall be no lock-in period on shares issued/transferred to employee pursuant to exercise of option.
16. The conditions under which option vested in employees may lapse e.g., in case of termination of
employment for misconduct:
If the employee/Director voluntarily terminates employment with the Company or the termination is due
to misconduct as per the rules of the company, the options to the extent not vested shall lapse/expire and
be forfeited forthwith. The Committee may from time at its absolute discretion decide and fix the conditions
under which the options vested in employees may lapse.
17. Specified time period within which the employee shall exercise the vested options in the event of a
proposed termination of employment or resignation of employee:
The Committee shall decide at its absolute discretion the time within which the employee shall exercise
the vested options in case of termination other than voluntary termination and resignation of employee,
however in no case such time shall be more than one year from the date of such termination or resignation.
18. Disclosure and Accounting Policy and other disclosures:
The company shall comply with the disclosure and accounting policies specified in regulation 15 the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
and any other appropriate authority, from time to time. The Company shall also disclose such information in
its directors’ report as may be required under applicable laws from time to time.
In addition to the information that the company is required to disclose in relation to employee benefits under
the Companies Act, 2013, the Board of Directors of the company shall also disclose the details of the ESOP -
2022 being implemented, as specified in the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
The trust shall be required to make disclosures and comply with the other requirements applicable to insiders
or promoters under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 or any modification or re-enactment thereto.
19. Compliance with the policies and procedures:
The Trust, the Company and the its employees shall comply with the policies and procedures framed by the
Committee to ensure that there is no violation of securities laws including the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015 and the Securities and Exchange Board of India
(Prohibition of Fraudulent and Unfair Trade Practices Relating to the Securities Market) Regulations, 2003, as
amended from time to time.
58 Go Digital. Go Beyond.
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applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and as per the requirement of
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
SEBI Regulations also require separate approval of members by way of special resolution to grant stock options
to the employees of holding and/or subsidiary companies. Accordingly, a separate resolution under item
no. 11 is proposed to extend the benefits of ESOP-2022 to the employees of holding, subsidiary and associate
company(ies) of the company, as may be decided by the Nomination and Remuneration Committee/
Compensation Committee from time to time under Applicable Laws.
The Options to be granted under the Plan shall not be treated as an offer or an invitation made to public for
subscription in the securities of the company.
Directors/Key Managerial Personnel of the Company/their relatives other than i) Promoter Directors (iii) those
directors if any, holding directly or indirectly more than 10% of the outstanding equity shares of the company,
and (iii) Independent Directors of the Company shall be deemed to be interested or concerned in passing of this
resolution to the extent of benefit they may derive under the Scheme.
The Board accordingly recommends the resolutions at item no. 10 & 11 for approval of the members as special
resolutions.
All the relevant documents including ESOP-2022 will be available for inspection during the office hours at the
registered office of the Company till the date of conclusion of voting.
Item No.12, 13 & 14
To attract talented employees / Directors, it is necessary to provide incentive to the employees to remain with
the company and to reward them with the opportunities to have a share in the success of the company. To
achieve this objective, it is proposed to grant an option to the employees to subscribe to the shares of the
company.
Accordingly, the Board of Directors (“the Board”) of the Company at its meeting held on May 4, 2022, has
approved introduction of the ‘Employee Stock Option Plan 2022’ (hereinafter referred to as the “ESOP-2022”),
subject to the approval of the Members and in accordance with the provisions of the Companies Act, 2013
and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended from time to time (the “SEBI Regulations”) and authorised the Nomination and Remuneration
Committee/Compensation Committee to formulate the detailed terms and conditions of the ESOP-2022 and to
administer and implement the ESOP-2022 in accordance with the Companies Act, 2013 and the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
The ESOP-2022 will be implemented through a trust by acquiring the shares from Secondary Markets as per the
provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
To implement the ESOP-2022 the Company would provide funds to the trust for acquiring shares of the Company
from the secondary markets.
As per rule 16 of the Companies (Share Capital and Debentures) Rules, 2014, the Company is required to approve
the lending of monies for purchasing its shares by passing a special resolution. As required under said the
following information is provided:
1. the class of employees for whose benefit the scheme is being implemented and money is being provided
for purchase of or subscription to shares:
Employees entitled to participate in the ESOP-2022 are:
a. Permanent employee of the company who has been working in India or outside India; or, as may be
decided by the board / committee.
b. Directors (Including whole – time Directors) of the company at any time.
c. An employee as defined in clauses (a) or (b) of a subsidiary, in India or outside India, or of a holding
company of the company or of an associate company.
d. Such other persons, as may from time to time, be allowed under prevailing laws and regulations and as
may be approved by the board for this purpose.
Above persons are referred herein collectively as the “Eligible Employees”
An employee who is a promoter or belongs to promoter group or a director who either by himself or through
his relative or through any body corporate, directly or indirectly holds more than 10 percent of the outstanding
equity shares of the company at the time of granting of option shall not be eligible to participate in ESOP-
2022. Independent Directors shall not be eligible to receive any stock options.
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2. the particulars of the trustee or employees in whose favour such shares are to be registered;
The shares acquired pursuant to ESOP-2022 will be registered in the joint names of trustees.
However, the Trustees with the approval of majority of trustees can change the same from time to time.
3. the particulars of trust and name, address, occupation and nationality of trustees and their relationship
with the promoters, directors or key managerial personnel, if any;
The name of the trust through which the ESOP-2022 is to be implemented is Cigniti Employees Trust. The Trust
is situated at Suit No.106&107,6-3-456/C, MGR Estates, Dwarakapuri Colony Panjagutta, Hyderabad-500082,
Telangana
The details of the Trustees of “Cigniti Employees Trust” are as mentioned below:
Relationship with
Name of the
Address Occupation Nationality promoters/directors/
Trustee
Key managerial person
Veera Reddy H.no.2-1, Employee Indian No
Patlolla Nandigaon Patancheru Mandal,
Mandal Nandigaon,
Patancheru.medak-Pin-502300.
Sundar Rao H.no.7-53/17/3, Balasaraswathi Nagar, Employee Indian No
Behata Malkajgiri, 500047
Urmila Markili H No 1-3-307 207, Sri Sai Apartments, Employee Indian No
Kavadiguda Gandhi Nagar,
Hyderabad Pin:500080, Telangana,
4. the particulars of any interest of key managerial governed under these regulations, shall not vote
personnel, directors or promoters in such in respect of the shares held by such trust, so as
scheme or trust and effect thereof; to avoid any misuse arising out of exercising such
voting rights.
Directors/Key Managerial Personnel of the
Company/their relatives other than i) Promoters (ii) Directors/Key Managerial Personnel of the
those directors if any, holding directly or indirectly Company/their relatives other than i) Promoter
more than 10% of the outstanding equity shares of Directors (ii) those directors if any, holding directly
the company, and (iii) Independent Directors of or indirectly more than 10% of the outstanding
the Company shall be deemed to be interested equity shares of the company, and (iii)
or concerned in Scheme to the extent the Independent Directors of the Company shall be
Committee may grant them the options. However, deemed to be interested or concerned in passing
they are in no way concerned or interested in the of this resolution to the extent of benefit they may
Trust. derive under the Scheme.
5. the detailed particulars of benefits which The Board accordingly recommends the
will accrue to the employees from the resolutions at item no. 12, 13 & 14 for approval of the
implementation of the scheme; members as a special resolution.
The eligible employee to whom the committee All the relevant documents will be available for
has granted the options will get one equity shares inspection during the office hours at the registered
for every vested option on exercise. office of the Company till the date of conclusion of
voting.
6. the details about who would exercise and how
the voting rights in respect of the shares to be For and on behalf of the Board
purchased or subscribed under the scheme Cigniti Technologies Limited
would be exercised;
As per the Securities and Exchange Board of India
Place: Hyderabad C.V. Subramanyam
(Share Based Employee Benefits and Sweat Equity)
Date: 04.05.2022 Chairman & Managing Director
Regulations, 2021 the trustees of a trust, which is
DIN: 00071378
BOARD’S REPORT
Dear Members,
The Board of Directors hereby submits the report of the business and operations of your Company along with
the audited financial statements, for the financial year ended March 31, 2022.
FINANCIAL HIGHLIGHTS:
The performance during the period ended 31st March 2022 has been as under: (Rs. In Lakhs)
2021-2022 2020-2021
Particulars
Consolidated Standalone Consolidated Standalone
Revenue from Operations 1,24,180.00 45,551.89 89,652.69 31,106.90
Other Income 1,344.01 1,394.44 1,345.27 1,268.42
Profit/loss before Depreciation, Finance Costs 15,891.87 7,352.31
14,272.07 7,044.57
and Tax Expense
Less: Depreciation/ Amortisation/ Impairment 1,615.55 1,338.92 1,226.92 1,007.92
Profit /loss before Finance Costs and Tax 14,664.95 6,344.39
12,656.52 5,705.65
Expense
Less: Finance Costs 504.60 308.20 559.19 379.35
Profit /loss before Tax Expense 12,151.92 5,397.45 14,105.76 5,965.04
Less: Tax Expense (Current & Deferred) 2,977.51 1,471.17 3571.26 521.02
Profit /loss for the year (1) 9,174.41 3,926.28 10,534.50 5,444.02
Total Comprehensive Income/(loss )(2) (176.18) (56.76) (40.43) (40.43)
Total (1+2) 9,350.59 3,869.52 10,494.07 5,403.59
Balance of profit /(loss) for earlier years 6225.17 2826.89 (4,268.90) (2,576.70)
Less: Transfer to Debenture Redemption - -
-
Reserve
Less: Transfer to Reserves - - -
Less: Dividend paid on Equity Shares - - -
Less: Dividend paid on Preference Shares - - -
Less: Dividend Distribution Tax - - -
Balance carried forward 14,665.54 6,019.13 6,225.17 2,826.89
STATE OF AFFAIRS/ COMPANY’S PERFORMANCE:
Software has become an integral part of our lives. Your Company’s vision is to help companies improve the
quality of software being delivered worldwide. More than 40% of the software development efforts are spent in
testing. By focusing on a niche area like software testing, your Company hopes to make a mark in the IT industry.
Your Company aims to be a thought leader in software testing using a combination of onsite consulting, offshore
test execution and application of tools and frameworks that will reduce the number of post release defects and
do it faster.
The total revenue of the Company for the financial year under review on consolidated basis was Rs. 1,24,180.00
lakhs as against Rs. 89,652.69 lakhs for the previous financial year. The company recorded a net profit of Rs.9,174.41
lakhs for the financial year 2021-22 as against the net profit of Rs. 10,534.50 lakhs for the previous year.
On Standalone basis, the total revenue of the Company for the financial year 2021-22 was Rs. 45,551.89 lakhs as
against Rs. 31,106.90 lakhs for the previous financial year. The net profit for the financial year 2021-22 is Rs. 3,926.28
Lakhs as against the net profit of Rs. 5,444.02 lakhs for the previous year.
During the period under review and the date of Board’s Report there was no change in the nature of Business.
FUTURE PROSPECTS & OUTLOOK
Pre-pandemic, digital adoption was already recognized as a key driver of enterprise transformation. For an
organization to thrive in the coming years, it must become Digital-First. IDC forecasts that by 2026, enterprises
that successfully generate digital innovation will derive over 25% of revenue from digital products, services, and/or
62 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
experiences. The think tank also adds that this growth DIVIDEND:
will be driven by a staggering $6.8 trillion globally by
Your Directors recommend payment of final dividend
as early as 2023. In accordance with these trends
of Rs. 2.50/- per equity share of Rs.10/- each for the
and analyst reports, Cigniti firmly believes that Digital
year ended 31st March 2022. The dividend will be paid
Assurance is the bedrock of digital transformation.
after approval of members at the ensuing Annual
Next-gen technologies such as cloud, IoT, AI, and General Meeting (AGM) of the Company. The dividend,
robotics have moved out of the ‘emerging’ space if approved by the members at the AGM scheduled
and proven their ability to help organizations on 23rd June 2022, will result in cash outflow of Rs. 701.31
differentiate themselves by effectively leveraging lakhs.
these technologies to elevate the customer’s
Pursuant to Regulation 43A of the SEBI (Listing
digital experience. BlueSwanTM, our AI-powered
Obligations and Disclosure Requirements) Regulations,
proprietary AI-led and next-generation Digital
2015, the Board has approved and adopted the
Assurance and Quality Engineering platform enables
Dividend Distribution Policy and the same is available
clients with the AI-based insights they need to assure
on the Company’s website viz. https://www.cigniti.
digital experiences and accelerate their digital
com/policies/Dividend-Distribution-Policy.pdf.
transformation journeys.
REVISION OF FINANCIAL STATEMENTS
Through 2021, despite prolonged curbs across
industries, Cigniti was able to ascertain its global There was no revision of the financial statements for
and Digital Assurance leadership by winning 68 new the year under review.
logos including Fortune 500 companies in high growth
SHARE CAPITAL
sectors such as Banking, Financial Services and
Insurance, Healthcare and Life Sciences, and Retail During the year, your Company has allotted 32,500
and E-commerce. Furthermore, we embarked on equity shares of Rs.10/- each to employees under
strategic, long-term partnerships as seen by the $10 Cigniti ESOP scheme. Consequently, the paid-up
million ACV deal to assure the digital transformation share capital of the Company stands increased to
of a renowned Financial Services institution in the US. Rs.28,05,25,090/- divided into 2,80,52,509 equity shares
Through FY 2022-23, in addition to winning new logos of Rs.10/- each.
across geographies, we are driven by a renewed EMPLOYEE STOCK OPTION SCHEME
focus to nurture high potential partnerships with
select ‘Strategic’ and ‘Growth’ accounts. During the year, the company had granted options
under Cigniti ESOP scheme 2014-I and Cigniti ESOP
The new fiscal year began with a firm step toward scheme 2015. Details of the options up to 31st March
offering clients greater breadth and depth of digital 2021 are set out in the Annexure -IV to this report,
services. Cigniti announced the acquisition of Aparaa as required under clause 12 of the Securities and
Digital (RoundSqr) – a specialized and veteran-led Exchange Board of India (Employee Stock Options
AI/ML, Data, and Blockchain Engineering services Scheme and Employee Stock Purchase Scheme)
company. The all cash acquisition helps to bolster our Guidelines, 1999 and Regulation 14 of SEBI (Share Based
digital ambitions and expand into Digital Engineering Employee Benefits) Regulations, 2014.
services, a $300 billion market annually. Our deep-
rooted Digital Assurance expertise coupled with a TRANSFER OF UN-CLAIMED DIVIDEND TO INVESTOR
purposeful direction for growth in Digital Engineering EDUCATION AND PROTECTION:
services pave the way for our global leadership in the Pursuant to the provisions of the Companies Act, 2013,
digital domain. read with IEPF Authority (Accounting, Audit, Transfer
MATERIAL CHANGES & COMMITMENT AFFECTING THE and Refund) Rules, 2016 as amended, declared
FINANCIAL POSITION OF THE COMPANY dividends which remained unpaid or unclaimed
There are no material changes and commitments for a period of seven years has to be transferred by
affecting the financial position of the Company, which the company to the IEPF, which has been established
have occurred between the end of the financial year by the Central Government. The above-referred rules
and the date of this report. also mandate transfer of shares on which dividend
has been unpaid or unclaimed for a period of seven
TRANSFER TO RESERVES consecutive years to the IEPF. During the Financial year
Your Company has not transferred any amount to 2021-22, the Company was not required to transfer
reserves during the year under review and proposes Un-paid or Unclaimed Dividend amount of Rs. 49,500/-
to retain the entire amount in its Statement of Profit to IEPF as it pertains to dividend declared in previous
and Loss/retained earnings. financial year 2020-21 and aforesaid seven years has
not expired.
Date of Due date to rotation at the ensuing Annual General Meeting and
Financial Rate of being eligible, offers himself for reappointment.
Declaration claim the
Year Dividend
of Dividend Dividend DECLARATION BY INDEPENDENT DIRECTORS AND
2021-22 Rs. 2.50/- 04.06.2021 09.07.2028 STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
per share The Company has received necessary declaration
Members, are requested to make their claims without from each independent director under Section 149(7)
any delay to the Company’s Registrar and Transfer of the Companies Act, 2013, that he/ she meets the
Agent M/s.Aarthi Consultants Private Limited, at email criteria of independence laid down in Section 149(6)
id: [email protected] by providing folio of the Companies Act, 2013 and Regulation 25 of the
no and other necessary details for the unclaimed SEBI (Listing Obligations and Disclosure Requirements)
dividend as mentioned in the above table. Pursuant Regulations, 2015.
to the provisions of IEPF Rules, the Company has The Independent Directors have also confirmed that
uploaded the details of unpaid and unclaimed they have complied with Schedule IV of the Act and
amounts lying with the Company on the website of the Company’s Code of Conduct.
the Company www.cigniti.com, as also on the website
In terms of Regulations 25(8) of the Listing Regulations,
of the Ministry of Corporate Affairs.
the Independent Directors have confirmed that he/
DIRECTORS AND KEY MANAGERIAL PERSONNEL: she meets the criteria of independence as provided in
clause (b) of sub-regulation (1) of regulation 16 and that
The composition of the Board is in conformity with they are not aware of any circumstance or situation,
Regulation 17 of the SEBI (Listing Obligations and which exists or may be reasonably anticipated, that
Disclosure Requirements) Regulations, 2015 and could impair or impact their ability to discharge their
the relevant provisions of the Companies Act, 2013. duties with an objective independent judgement and
The Directors possess requisite qualifications and without any external influence.
experience in general corporate management,
strategy, finance, administration and other allied During the year, Independent Directors of the Company
fields, which enable them to contribute effectively had no pecuniary relationship or transactions with
to the Company in their capacity as Directors of the the Company, other than sitting fees, commission
Company. None of the directors of the company is and reimbursement of expenses incurred by them
disqualified under the provisions of the Companies for the purpose of attending meetings of the Board of
Act, 2013 (‘Act’) or under the SEBI (Listing Obligations Directors and Committee(s).
and Disclosure Requirements) Regulations, 2015. The Directors possess integrity, expertise and
Details of Remuneration as required under section experience in their respective fields.
197(12) of the Companies Act, 2013 read with Rule 5(1)
NON-EXECUTIVE DIRECTORS’ COMPENSATION AND
of the Companies (Appointment and Remuneration
DISCLOSURES:
of Managerial Personnel) Rules, 2014 are set out in the
Annexure -III to this report None of the Independent / Non-Executive Directors
have any pecuniary relationship or transactions with
Pursuant to the provisions of Section 203 of the
the Company which in the Judgment of the Board
Companies Act, 2013 the key Managerial Personnel
may affect the independence of the Directors.
(KMP) of the Company are Mr.C.V.Subramanyam,
Chairman & Managing Director, Mr. C. Srikanth, FAMILIARISATION PROGRAMME FOR INDEPENDENT
Director & CEO of Cigniti Technologies Inc; USA, Mr. DIRECTORS
Krishnan Venkatachary, CFO and Mrs. Naga Vasudha,
Independent Directors are familiarized about the
Company Secretary. There have been no changes in
Company’s operations and businesses. Interaction
the key managerial personnel during the year.
with the Business heads and key executives of the
CHANGES IN DIRECTORS Company is also facilitated. Detailed presentations
on important policies of the Company are also made
Mr. Ram Krishna Agarwal (DIN: 00416964), Mr. Phaneesh
to the directors. Direct meetings with the Chairman
Murthy (DIN:00388525), Mr. Srinath Batni (DIN:00041394)
is further facilitated to familiarize the incumbent
and Ms. Nooraine Fazal (DIN: 03110948) are being
Director about the Company/its businesses and the
proposed to be re-appointed as Independent
group practices.
Directors for second & final term of 5 years at this
Annual General Meeting. The details of familiarisation programme held in FY
2021-22 are also disclosed on the Company’s website
In accordance with the provisions of Section 152 of the
at https://www.cigniti.com/investors/familiarisation
Companies Act, 2013 and the Company’s Articles of
programme
Association, Mr. C. Srikanth (DIN: 06441390), retires by
64 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
In adherence to the provisions of Section 134(3) (f) They have devised proper systems to ensure
(e) and 178(1) & (3) of the Companies Act, 2013, the compliance with the provisions of all applicable
Board of Directors upon recommendation of the laws and that such systems were adequate and
Nomination and Remuneration Committee approved operating effectively.
a policy on Director’s appointment and remuneration, Further, there are no qualifications, reservations or
including, criteria for determining qualifications, adverse remarks made by the Statutory Auditors/
positive attributes, independence of a Director and
Secretarial Auditors in their respective reports.
other matters. The said Policy extract is covered in
Corporate Governance Report which forms part of DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL
this Report and is also uploaded on the Company’s CONTROLS
website at www.cigniti.com. The Internal Financial Controls with reference to
BOARD EVALUATION financial statements as designed and implemented
by the Company are adequate. The Company
In line with the Guidelines and / Rules as prescribed
maintains appropriate system of internal control,
by SEBI and the Companies Act, evaluation of all
including monitoring procedures, to ensure that
Board members is performed on an annual basis. The
all assets are safeguarded against loss from
evaluation of all the directors, Committees, Chairman
unauthorized use or disposition. Company policies,
of Board and Board as a whole was conducted based
guidelines and procedures provide for adequate
on the criteria and framework adopted by the Board.
checks and balances, and are meant to ensure that
The evaluation parameters and the process have
all transactions are authorized, recorded and reported
been explained in the Corporate Governance Report.
correctly.
PARTICULARS OF EMPLOYEES During the period under review, no material or serious
A table containing the particulars in accordance with observations have been noticed for inefficiency or
the provisions of section 197(12) of the act, read with inadequacy of such controls.
rule 5(1) and Rule 5(2) of the Companies (Appointment NO FRAUDS REPORTED BY STATUTORY AUDITORS
and Remuneration of Managerial Personnel) Rules,
During the Financial Year 2021-22, the Auditors have
2014, is appended as Annexure -III to this report.
not reported any matter under section 143(12) of the
DIRECTORS RESPONSIBILITY STATEMENT: Companies Act, 2013, therefore no detail is required
In pursuance of section 134 (5) of the Companies Act, to be disclosed under section 134(3) (ca) of the
2013, the Board of Directors hereby confirm that: Companies Act, 2013.
CONSOLIDATED FINANCIAL STATEMENTS and were in the ordinary course of business. During
the financial year 2021-22, there were no materially
In compliance with the provisions of the Companies
significant related party transactions made by the
Act, 2013 and the Indian Accounting Standards Ind AS-
Company with Promoters, Directors, Key Managerial
10 and Ind AS-28 on consolidated financial statements,
Personnel or other designated persons which may
your Directors have provided the consolidated
have a potential conflict with the interest of the
financial statements for the financial year ended
Company at large.
March 31, 2021 which forms part of the Annual Report.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / In line with the provisions of Section 177 of the Act
FINANCIAL POSITION OF THE SUBSIDIARIES / BRANCHES/ read with the Companies (Meetings of the Board
ASSOCIATES/ JOINT VENTURES: and its Powers) Rules, 2014, omnibus approval for
the estimated value of transactions with the related
Your Company has six wholly owned foreign subsidiary parties for the financial year is obtained from the Audit
companies (WOS), one Indian wholly owned subsidiary Committee. The transactions with the related parties
company (WOS) and two foreign Branches. are routine and repetitive in nature.
Cigniti Technologies Inc., USA, (Foreign WOS)
The summary statement of transactions entered
Cigniti Technologies (Canada) Inc., Canada (Foreign WOS)
Cigniti Technologies (UK) Limited, UK (Foreign WOS) into with the related parties pursuant to the omnibus
Cigniti Technologies (Australia) Pty. Limited, Australia approval so granted are reviewed and approved by
(Foreign WOS) the Audit Committee and the Board of Directors on a
Cigniti Technologies (SG) PTE. Limited (Foreign WOS) quarterly basis.
Cigniti Technologies (CZ) Limited s.r.o. (Foreign WOS)
The Form AOC-2 pursuant to Section 134(3)(h) of
Gallop Solutions Private Limited (Indian WOS)
Cigniti Technologies Limited, South Africa (Foreign Branch)
the Companies Act, 2013 read with Rule 8(2) of the
Cigniti Technologies Limited, Dubai (Foreign Branch) Companies (Accounts) Rules, 2014 is annexed herewith
as Annexure- II to this report.
As per the provisions of Section 129 of the Companies
Act, 2013 read with Companies (Accounts) Rules, CORPORATE SOCIAL RESPONSIBILITY POLICY (“CSR”)
2014, a separate statement containing the salient The Company has constituted a CSR Committee in
features of the financial statements of the subsidiary accordance with Section 135 of the Act. The details of
companies is prepared in Form AOC-1 and is attached the CSR Policy of the Company, its development and
as Annexure-I and forms part of this report. initiatives taken by the Company on CSR during the
In accordance with the provisions of the Companies year in terms of the Companies (Corporate Social
Act, 2013, the Balance sheet, Statement of Profit Responsibility Policy) Rules, 2014 have been appended
and Loss and other documents of the subsidiary as Annexure-VIII to this Report.
companies are being made available on the website With the mission to discover the social responsibility
of the Company. of developing economic, social and environmental
PUBLIC DEPOSITS capital towards sustainability, Cigniti crafted CSR
projects in achieving the mission. Your Company
The Company has not accepted any public deposits believes and strives hard in sustainable development
during the Financial Year ended March 31, 2022 and of society in which the enterprise draws economic
as such, no amount of principal or interest on public and natural resources by enriching its capacity in
deposits was outstanding as on the date of the contributing to the significant positive change in the
balance sheet. economy.
Since the Company has not accepted any deposits The said policy is available on the website of the
during the Financial Year ended March 31, 2022, Company at: https://www.cigniti.com.
there are no instances of non-compliance with the
requirements of the Act. DISCLOSURE OF PARTICULARS WITH RESPECT TO
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details of loans, guarantees or investments made A. Conservation of Energy:
under section 186 of the companies Act, 2013 are given
Your Company’s operations are not energy
in the note to the financial statements.
intensive. Adequate measures have been taken
RELATED PARTY TRANSACTIONS to conserve energy wherever possible by using
energy efficient computers and purchase of
All related party transactions that were entered into
energy efficient equipment.
during the financial year were on arm’s length basis
66 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
the Secretarial Audit for financial year ended March of the SEBI (Prohibition of Insider Trading) Regulation,
31, 2022. 2015 as amended from time to time. The Insider
The Secretarial Audit was carried out and the Report Trading Policy of the Company lays down guidelines
given by the Secretarial Auditor is annexed herewith and procedures to be followed, and disclosures to
as Annexure-VII and forms integral part of this Report. be made while dealing with shares of the Company,
as well as the consequences of violation. The policy
Directors Explanation to Secretarial Auditor has been formulated to regulate, monitor and ensure
observation reporting of deals by employees and to maintain the
In the earlier years, the Company had made foreign highest ethical standards of dealing in Company
investments in Cigniti Technologies Inc., USA and securities.
Cigniti Technologies (Canada) Inc., Canada without The Insider Trading Policy of the Company covering
obtaining ODI/UIN from Reserve Bank of India (RBI). The code of practices and procedures for fair disclosure
Company is in the process of obtaining the UIN from of unpublished price sensitive information and code
Reserve Bank of India regarding the said Investments. of conduct for the prevention of insider trading, is
Once the same is obtained the company shall file available on our website (https://www.cigniti.com/
Annual Performance Reports. investors/insider-trading-policy.pdf)
ANNUAL RETURN
CEO/CFO CERTIFICATION
In accordance with the Companies Act, 2013, a copy
As required under Regulation 17(8) read with Schedule
of the annual return in the prescribed format as on 31
II of the SEBI (Listing Obligations and Disclosure
March 2022 is available on the Company’s website at
Requirements) Regulations, 2015, the CEO/CFO
https://www.cigniti.com/investors/Annual Return
certification is attached with the annual report as
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT Annexure-IX.
Pursuant to Regulation 34 (2) of SEBI (Listing Obligations
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
and Disclosure Requirements) Regulations, 2015
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
Business Responsibility Report for 2021-22 describing
AND REDRESSAL) ACT, 2013.
various initiatives taken by the Company on social,
environmental and governance perspective, is attached The Company has in place a Sexual Harassment Policy
at Annexure-VI which forms part of this report. in line with the requirements of The Sexual Harassment
MANAGEMENT DISCUSSION AND ANALYSIS REPORT: of Women at workplace (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaint Committee
Management discussion and analysis report for the (ICC) has been set up to redress complaints received
year under review as stipulated under Regulation 34 (e) regarding sexual harassment. All employees are
read with schedule V, Part B of SEBI (Listing Obligations covered under this policy.
and Disclosure Requirements), Regulations 2015 with
the stock exchange in India is annexed herewith as The following is the summary of sexual harassment
Annexure-V to this report. complaints received and disposed during the
calendar year.
INSURANCE
• Number of complaints received: Nil
The properties and assets of your Company are
adequately insured. Further the Directors have been • Number of complaints disposed of: Nil
adequately covered under D & O policy.
OTHER DISCLOSURES:
CORPORATE GOVERNANCE
Your Directors state that no disclosure or reporting
Your Company has taken adequate steps to ensure is required in respect of the following items as there
compliance with the provisions of Corporate were no such transactions during the year under
Governance as prescribed under the Listing review:
Regulations. A separate section on Corporate
Governance, forming a part of this Report and the a. Issue of equity shares with differential rights as to
requisite certificate from the practicing Company dividend, voting or otherwise.
Secretary confirming compliance with the conditions b. Issue of shares (including sweat equity shares) to
of Corporate Governance is attached to the report on employees of the Company under any scheme
Corporate Governance as Annexure. save and except ESOS referred to in this Report.
CODE OF CONDUCT FOR THE PREVENTION OF INSIDER c. Neither the Managing Director nor the Whole-
TRADING time Directors of the Company receive any
The Board of Directors have adopted the Insider remuneration or commission from any of its
Trading Policy in accordance with the requirements subsidiaries.
68 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Annexure -I
AOC 1
Statement containing the salient features of the financial statements of subsidiaries pursuant to section 129(3) of
Companies Act, read with Rule 5 of the Companies (Accounts) Rules, 2014.
(Amount in INR)
Financial period 31st March 31st March 31st March 31st March 31st March 31st March 31st March
ended 2022 2022 2022 2022 2022 2022 2022
Reserves & Surplus 901,071,521 (54,570,141) (144,364,762) 62,330,390 (8,313,164) (15,181,301) 5,753,751
Investments - - - - -
Proposed Dividend - - - - - - -
Note: Turnover includes Other income and Other operating revenue. Profit/(Loss) figures do not include Other
Comprehensive Income
C. V. Subramanyam C. Srikanth
Chairman & Managing Director Director
DIN: 0071378 DIN: 06441390
70 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Annexure-II
AOC 2
Particulars of contracts / arrangements made with related parties
[Pursuant to Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the
Companies (Accounts) Rules, 2014]
This Form pertains to the disclosure of particulars of contracts / arrangements entered 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:
There are no contracts or arrangements or transactions not at arm’s length basis.
2. Details of material contracts or arrangement or transactions at arm’s length basis:
The details of material contracts or arrangement or transactions at arm’s length basis for the year ended
March 31, 2022, are as follows:
(i) Contracts with Wholly owned Subsidiary Companies
Annexure-III
INFORMATION AS PER RULE 5(1) OF CHAPTER XIII, COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
72 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
INFORMATION AS PER RULE 5(2) OF CHAPTER XIII, THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
(i) Names of top ten employees of the company in terms of remuneration drawn.
Whether any
The
such employee
Remune- percentage
Nature of is a relative of
ration of equity
Age & Previous employment, any director or
S. Name of the Date of per shares
Designation Experience Employment & whether manager of the
No Employee Joining anum held by the
in yrs Designation contractual company and
(Rs. In employee
or otherwise if so, name of
lakhs) in the
such director or
company
manager
1. C.V. Subramanyam Chairman & MD Age: 67 01-08- 1998 287.00 Not Applicable permanent 11.53 He is the Promoter
Exp:24 since founder of & MD of the
Cigniti Company
2. Nanda Padmaraju President, Sales Age:47 02-05-2014 204.67 App Labs, AVP permanent 0.12 No
Exp:23
5. Rajesh Pawar Senior Vice Age:49 04-06-2021 94.88 DMI India , Vice permanent - No
President Exp:24 President
6. R. Jagdish Kumar Senior Vice Age:55 05-02-2015 88.22 JDA, Vice permanent 0.01 No
President, ICT Exp:25 President
7. Venkateswara Rao Senior Vice Age:45 14-11-2013 84.80 DXC-Lead permanent 0.04 No
Kovvuri President, Exp:10 Manager
Global Delivery
9. Veera Reddy Vice President Age:40 16-12-2019 83.25 VP, Genpact permanent - No
Patlolla & Global Exp:17
Head, Human
Resources
10. Sundar Rao B Vice President, Age:56 05-04-2012 81.16 Cheminnova permanent 0.75 No
Finance Exp:23 Pharmaceuticals
Finance
Manager
(ii) Particulars of employees posted and working in a country outside India, not being Directors or their
relatives, drawing more than sixty lakh rupees per year or five lakh rupees per month, as the case may be,
as may be decided by the Board, need not be circulated to the members in the Report, but such particulars
shall be filed with the Registrar of Companies while filing the financial statement and the Report.
Not Applicable as no employee was posted in a Country outside India for working on behalf of the Company.
(iii) Particulars of employees drawing remuneration aggregating to Rs.1.02 crores per anum employed during
the year 2021-22 and employees drawing remuneration to Rs.8.5 lakhs per month employed for the part of
financial year.
S.No Name of the Employee Designation Remuneration per anum (Rs in lakhs)
1. C.V. Subramanyam Chairman & MD 287.00
2. Nanda Padmaraju President, Sales 204.67
3. Krishnan Venkatachary Chief Financial Officer 141.20
4. Jaya Raghuram K President, Global Delivery 129.20
Annexure-IV
Employee Stock Option Schemes
Pursuant to the provisions of Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999, and Regulation 14 of SEBI (Share based Employee Benefits)
Regulations, 2014 as amended, the details of stock options as on 31st March,2021 under company’s Employee
Stock Option Schemes are as under:
Esop ESOP
Esop Scheme
Sr. No. Description Scheme Esop Scheme 2014(I) Scheme ESOP Scheme 2015
2011
2013 2014(II)
3 Pricing formula Grant Price is the face value of the Equity shares of the Market price as defined
Company, i.e., Rs. 10.00 in SEBI (Share Based
Employee Benefits)
Regulations, 2014
(i) Senior managerial Nil Nil Mr. Vinay Rawat Chief Nil Mr. Vinay Rawat
personnel revenue officer of Chief revenue officer
Cigniti Technologies of Cigniti Technologies
Inc; USA a wholly Inc; USA a wholly owned
owned subsidiary subsidiary Company
Company
(ii) Any other employee who Nil Nil Nil Nil Nil
receives a grant in any one
year of options amounting
to 5% or more of options
granted during the year.
74 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
Esop ESOP
Esop Scheme
Sr. No. Description Scheme Esop Scheme 2014(I) Scheme ESOP Scheme 2015
2011
2013 2014(II)
14 Diluted Earnings per share - - Rs. 13.99 Rs. 13.99 Rs. 13.99
(EPS) pursuant to issue
of shares on exercise
of options calculated
in accordance with
Accounting Standard (AS)
20 – Earning per share.
15 Method of calculation of The Company has calculated the employee compensation cost using the fair value of
employee compensation the stock options.
cost
18 Description of the The Black Scholes option pricing model was developed for estimating fair value of
method and significant traded options that have no vesting restrictions and are fully transferable. Since option
assumptions used during pricing models require use of substantive assumptions, changes therein can materially
the year to estimate affect fair value of options. The option pricing models do not necessarily provide a
the fair values of options. reliable measure of fair value of options.
19 The main assumptions used in the Black Scholes option-pricing model during the year were as follows:
Annexure-V
Quick Facts
· 3700+ Experienced Professionals 2021 2022 2023
Source: IMF, Update April 2022
· 60+ Fortune 500 Companies Trust Us
· In fiscal FY’22 Cigniti won large multi-million-dollar Figure 2: Global Economy growth curve, 2022
deals across BFSI, Retail & Ecommerce, HCLS and
Indian Economy
ISVs.
In India, real GDP growth of 9.2 percent for 2021-22 is
· Industry-leading revenue growth of 38.5%
slightly higher than the level of GDP in 2019-20. Private
76 Go Digital. Go Beyond.
Corporate Overview Management Reports Financial Statement
consumption, the backbone of domestic demand, Figure 4: Global IT Market Movement, 2022
remains below pre-pandemic levels. The ongoing
Worldwide IT spending is expected to reach $4.5 trillion
rise in international commodity prices, the surge in
in 2022, a 5.5 percent rise from 2021. However, digital
volatility in global financial markets, and global supply
technology projects continue to be a top strategic
bottlenecks can all enhance the outlook’s dangers.
business goal for firms as they continue to rethink
Inflation has remained close to the upper band of the
the future of work, focusing spending on making
Reserve Bank of India (RBI) but should ebb as supply
their infrastructure robust and enabling increasingly
chain disruptions are overcome. Considering the
complex hybrid work for people as we approach 2022.
pandemic and elevated global commodity prices, the
Reserve Bank of India has set the economic growth
rate for 2022-23 at 7.8 percent, down from 9.2 percent
predicted in 2021-22. Financial markets remain strong
and capital inflows support the build-up in reserves.
Advanced Economies
5.20%
3.30% 2.40%
Figure 3: Advanced economies, 2022 According to Gartner the Global Tech market will see
robust overall 6% growth in 2022. W
Global financial market volatility, rising international
commodity prices, particularly crude oil, and ongoing While software business is projected to grow at
global supply-side disruptions all offer dangers to the the rate of 10.5%, IT Services business growth rate is
outlook. projected as 6.8%.
Global IT Industry
The global information technology (IT) market size
is expected to grow from $8.3 Trillion in 2021 to $9.3
Trillion in 2022 at a compound annual growth rate
(CAGR) of 11.2%. The growth in the market is mainly
due to the companies rearranging their operations
and recovering from the COVID-19 impact, which
had earlier led to restrictive containment measures
involving social distancing, remote working, and
the closure of commercial activities that resulted in
operational challenges. The IT market size is expected
to reach $13.9 Trillion in 2026 at a CAGR of 10.3%.
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Corporate Overview Management Reports Financial Statement
and 43% have already migrated to the cloud. Cloud beaches. Some trip types will fare better than others,
software — both multitenant software-as-as-service and some demographic groups will lag others. The
and single-instance hosted subscription — continues pandemic has brought changes to the way we live
to expand its share of the software market. Public and work. Some of those changes are likely to continue
cloud spending is expected to more than double by to affect travel once the health crisis subsides.
2025, with only a fraction of noncritical workloads on Cigniti’s domain expertise in T&T enhances customer
the cloud today experience, while our Hospitality TCoE provides deep
At Cigniti we are well aligned with the emerging trends. product testing for restaurant service. Our association
Cigniti’s Cloud Assurance Platform (CLAP) has been with world’s some of the largest Hospitality giants
built on top of BlueSwan™ to provide comprehensive makes us expert in this field.
testing services across the migration lifecycle. The Retail and Ecommerce
migration assurance platform is a differentiator which
The past few years have been a roller coaster for the
helps in gaining access to value-added services
e-commerce industry. 2020 was a year like no other
across the migration lifecycle by accelerating
with record sales, up 45% from 2019, much of it due to
automation. Our partnership with OEMs such as AWS,
the partial or entire closure of brick-and-mortar sales
Azure, IBM Cloud, Google Cloud etc. helps enterprises
channels.
in accelerating their cloud journey.
Then, in 2021, as pandemic concerns abated and
Our capabilities in Cloud and AI led testing has been
traditional stores re-opened, e-commerce sales
positioned as a leader in the NelsonHall Vendor
settled back into a more realistic growth rate of 17%
Evaluation and Assessment Tool (NEAT) chart 2022 for
year-over-year. That’s still an impressive trajectory
Overall Quality Engineering, AI and Cognitive Testing,
that looks set to continue. By 2025, online purchases
Continuous Testing, and Application Security Testing
are expected to accelerate at a healthy clip, reaching
capabilities, as well as a High Achiever in Cloud
nearly 24% of total retail sales.
Migration Testing and a Major Player in UX Testing
capabilities. By far the more vibrant and forward-thinking of the
two consumer areas is retail consumer goods online.
We are well aligned in our OEM and Channel partner
It had an 18% proportion of total worldwide retail sales
strategy and continuously leveraging their expertise
in 2020 and is expected to expand at a rate of more
Digital Engineering and Digital Assurance than 1% per year, hitting a nearly 22% share of total
Engineering services have undergone significant global retail sales by 2024. Online sales are likely to
transformations in the recent past, with paradigm shifts increase further and take a larger share of the retail
observed in manufacturing and product development pie. By 2025, global retail online sales are expected to
across industry spectrums from automotive and exceed $7.3 trillion, with ecommerce accounting for
aircraft original equipment manufacturers (OEMs) 24.5 percent of total retail sales.
to healthtech and smart infrastructure systems Cigniti’s experience in Retail Testing has enabled
developers. With the rapid industrial application of multi-channel retailers transform their businesses
AI, machine learning (ML), predictive analytics, IoT, through a quality-optimized, results-driven strategy,
5G, intelligent automation and other technologies, leveraging an unbiased quality engineering approach,
foundational engineering services such as product customized retail testing frameworks & solutions,
innovation, ideation, strategy and design, R&D and a strong domain expertise. Some of the largest
and testing services, operations, product life cycle retailers are already utilizing our capabilities.
management (PLM) and aftermarket services have
Healthcare and Life Science
become digitized.
The best healthcare companies are responding to
Travel and Hospitality
disruption with digital and innovation initiatives that
The transportation sector comprises two different enable new business models, address the challenges
stories, both influenced by recovery from the of increasing demand and escalating costs. As
pandemic. After a major drop in public transportation the healthcare landscape changes, providers are
passengers last year and a mild recovery this year, embracing technology to help improve patient
CIOs and tech executives in public transportation outcomes. This is especially true when it comes to
look at 2022 with greater optimism. Transportation acute and chronic disease management. Finding
of goods didn’t really see a slowdown in 2021 but has more consumer-facing solutions that are hybrid
been hit by several disruptions, like issues with truck models, including both face-to-face and telemedicine,
drivers and 2020, these companies’ resilience through could be the future, while making telemedicine
a greater and better use of technology. more mainstream and improving consumer access.
The travel industry, 2022 is about more than simply Challenges will continue to emerge regarding the
watching air passenger volumes increase and hotels’ best way to use telemedicine effectively, but more
occupancy rates pick up as visitors return to cities and virtual options are likely on their way.
The following three years are predicted to be less supported in driving our key business objectives. Our
favourable for the healthcare industry’s economics, employee, Our policies, processes, and practices
with profit pools more likely to remain flat. COVID-19 are centered around to attract, engage, empower,
may result in economic headwinds and a realignment and retain the best and the brightest talent. Over
of system funds. Current unemployment statistics (6.9 the last year, HR has focused on continuous process
percent as of October 2020) imply that some people reengineering, automation and bringing in innovative
may opt out of employer-sponsored insurance in ways of employee engagement. Detailed review of HR
favour of other possibilities. When compared to the activities is covered on page no. 30 to 35.
pre-COVID-19 trend, it is anticipated that between Corporate Social Responsibility
$70 billion and $100 billion in financing will depart the
Corporate Social Responsibility has been a core
healthcare system by 2022. Coverage transfers out of
part of Cigniti’s business strategy, rallying our global
employer-sponsored insurance, product buy-downs,
employees under a common purpose and giving
and state Medicaid pricing pressures are driving the
them opportunities to contribute and bring about
outflow, which is largely countered by rising federal
positive change.
funding in the form of subsidies and cost sharing in
the Individual market. Cigniti’s Corporate Social Responsibility program
under the name ‘Project Cignificance’ focuses on
Cigniti offers software testing solutions for diverse
two pillars: Education and Health. Our programs
life science and healthcare players such as
largely encompass and support the aspirations of
hospitals, pharmaceutical companies, healthcare
the community we work for and live in. These include
services, clinical labs, diagnostic centers, third-party
ensuring that each child studying in government
administrators etc. During the COVID-19 we have
schools gets better access to education, creating
been one the vendor who supported with trials of the
digital platforms for students to discover the exciting
applications when it was critical to meet the demand
world of science, supporting the aspirations of
of the world which only technology was able to fulfill.
young girls through scholarships; and building the
Our expertise in this domain and quick response to
health infrastructure of our country through medical
the change makes some of the leading Healthcare
equipment support and revamping government
and Pharma companies trust us in North America and
hospital ICU wards in rural areas of Karnataka and
European region.
Telangana. All these initiatives are aimed at improving
Banking, Financial Services and Insurance and enhancing the lives of the less privileged. Our
The banking sector has largely weathered the employees have continued to embrace Cigniti’s belief
pandemic crisis. While revenues remain squeezed by in giving back to society by being an active part of our
low interest rates and sluggish loan growth, this will teaching and mentoring programs.
change on the back of rising consumer spending and Cigniti’s Corporate Social Responsibility initiatives
inflation. In 2022, to make the most of the recovering have strengthened more than ever before. We have
market, banks will shift gears, ramping up their spending now not only reached out to around 2,00,000 people
on technology, talent, and fintech. Keen to maintain the and positively impacted their lives so far, but have also
digital momentum gained during the pandemic and collaborated successfully with our various partners
to fend off competition, banking executives will pursue to implement our initiatives to ensure inclusive and
innovation by launching new digital and sustainable equitable quality education and promote lifelong
products, unlocking the potential of open finance, learning opportunities for all as part of sustainable
evolving their business models, and experimenting with development goals. Through its focused Corporate
digital currency initiatives Social Responsibility programs, we ensure that our
Cigniti’s Financial domain competency group support reaches out to the neediest communities for
(DCG) has in-depth experience in testing Fintech their well-being and will continue to strategize and
applications covering the spectrum of Capital measure the outcomes constantly so that the impact
Markets, sophisticated Order Management Systems is sustainable.
interlaced with Smart Order Routers, and intricate Some of the significant key achievements:
Execution Management Systems. This helps you
15,000 specially designed Telugu and English
assure the best user-experience to your customers
Workbooks and Notebooks were distributed to the
consistently. Additionally, Cigniti’s repertoire of
students in 13 government schools.
proprietary tools, reusable artifacts, & automation
framework can positively impact your time-to-market 51% of the total beneficiaries were girls. Education of girls
significantly. gets priority by bringing about an attitudinal change
in the parents’ outlook towards their education.
Human Resources · 90% children supported through these
HR is critical in ensuring that our most valuable programmes were able to develop class
asset, employees, are empowered, enabled, and appropriate minimum learning levels.
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Corporate Overview Management Reports Financial Statement
Annexure-VI
Your Truly,
C.V. Subramanyam
Chairman & Managing Director
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Description of
S. No. Description of Business Activity % of Turnover of the entity
Main Activity
1. Technical Testing Cigniti Technologies provides Specialized 100%
and Analysis Quality Engineering Services. It offers
Services including, Digital Assurance, Quality
Engineering, Quality Assurance, and Advisory
and Transformation
15. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):
Locations Number
National (No. of States) National Market
International (No. of Countries) 24
b. What is the contribution of exports as a percentage of the total turnover of the entity?
Exports contributes 96% of the total turnover of the entity on standalone basis.
c. A brief on types of customers
Cigniti offers services to Large Enterprise Clients. Cigniti has a client base of 230+ enterprise clients,
with 50+ Fortune 500 customers.
IV. Employees
18. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
Male Female
Total
S. No. Particulars No. (B) % (B / A)
(A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 2890 1955 68% 935 32%
2. Other than Permanent (E) 107 66 62% 41 38%
3. Total employees (D + E) 2997 2021 67% 976 33%
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Corporate Overview Management Reports Financial Statement
Male Female
Total
S. No. Particulars No. (B) % (B / A)
(A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 1 1 100%
2. Other than
Permanent (E)
3. Total employees 1 1 100%
(D + E)
19. Participation/Inclusion/Representation of women
Financial
Indicate implications
whether of the risk or
S. Material Rationale for identifying In case of risk, approach
issue risk or opportunity
No. identified the risk / opportunity to adapt or mitigate
opportunity (Indicate positive
(R/O) or negative
implications)
1. Training & Skill Opportunity Our Learning & Not Applicable Not Applicable
Development of Development Team
employees organizes several
technical and personality
development trainings
for employees to upskill
and make them be ready
for any challenge they
face. We also collaborate
with our external partners
to train our employees
on latest tools and
technology.
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Corporate Overview Management Reports Financial Statement
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a.
Whether your entity’s policy/policies cover Y Y Y Y Y Y Y Y Y
each principle and its core elements of the
NGRBCs. (Yes/No)
Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
8. Details of the highest authority responsible for Mr. C. V. Subramanyam, (Chairman & Managing Director)
implementation and oversight of the Business
Responsibility policy (ies).
9. Does the entity have a specified Committee of the Implementation and oversight of the Business
Board/ Director responsible for decision making on Responsibility Policies and the decision making on
sustainability related issues? (Yes / No). If yes, provide sustainability related issues is the responsibility of the
details. Corporate Social Responsibility Committee of the Board
of Directors, which comprises of following members as
on March 31, 2022:
Ms. Nooraine Fazal – Independent & Non Executive
Mr. Srinath Batni - Independent & Non Executive
Mr. C. V. Subramanyam – Promoter & Executive
Mr. C. Srikanth - Promoter & Non-Executive
10. Details of Review of NGRBCs by the Company:
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the Principles
material to its business (Yes/No)
The entity is not at a stage where it is in a
position to formulate and implement the
policies on specified principles (Yes/No)
The entity does not have the financial or/ -----------Not Applicable------------
human and technical resources available for
the task (Yes/No)
It is planned to be done in the next financial
year (Yes/No)
Any other reason (please specify)
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Corporate Overview Management Reports Financial Statement
SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE of Cigniti Technologies Ltd. It sets forth the policy
of zero tolerance of bribery applicable to the
This section is aimed at helping entities demonstrate
organization and its subsidiaries who have an
their performance in integrating the Principles and
obligation to have adequate procedures for
Core Elements with key processes and decisions.
monitoring, detecting, preventing and punishing
The information sought is categorized as “Essential”
any violations of the Anti-bribery laws and other
and “Leadership”. While the essential indicators
anti-corruption laws.
are expected to be disclosed by every entity that is
mandated to file this report, the leadership indicators All the policies are accessible at https://www.
may be voluntarily disclosed by entities which aspire cigniti.com/policies/
to progress to a higher level in their quest to be socially,
5. Number of Directors/KMPs/employees/workers
environmentally and ethically responsible.
against whom disciplinary action was taken by
PRINCIPLE 1 Businesses should conduct and govern any law enforcement agency for the charges of
themselves with integrity, and in a manner that is bribery/ corruption:
Ethical, Transparent and Accountable.
No disciplinary action was taken by any law
Essential Indicators enforcement agency for the charges of bribery/
corruption against any of the Directors / KMPs/
1. Percentage coverage by training and awareness
Employees.
programmes on any of the Principles during the
financial year: 6. Details of complaints with regard to conflict of
interest:
The employees of the company undergo various
training programs on various topics. Board No complaint was received with regard to conflict
and KMPs are apprised about the changing of interest of the Directors, KMPs or any other
requirements from time to time in the Board employee.
meeting and Management meetings. Structured
7. Provide details of any corrective action taken or
training program on the nine principles of
underway on issues related to fines / penalties
Responsible Business conduct will be done during
/ action taken by regulators/ law enforcement
the FY 2022-23.
agencies/ judicial institutions, on cases of
2. Details of fines / penalties /punishment/ award/ corruption and conflicts of interest.
compounding fees/ settlement amount paid in
Not Applicable
proceedings (by the entity or by directors / KMPs)
with regulators/ law enforcement agencies/ PRINCIPLE 2 Businesses should provide goods and
judicial institutions, in the financial year, in the services in a manner that is sustainable and safe
following format. (Note: the entity shall make
Essential Indicators
disclosures on the basis of materiality as specified
in Regulation 30 of SEBI (Listing Obligations and 1. Percentage of R&D and capital expenditure
Disclosure Obligations) Regulations, 2015 and as (capex) investments in specific technologies to
disclosed on the entity’s website): improve the environmental and social impacts
of product and processes to total R&D and capex
No such fines / penalties /punishment/ award/
investments made by the entity, respectively.
compounding fees/ settlement amount paid in
proceedings either by the entity or by directors / The company provides technical services and
KMPs. is not in business of producing any product
with environmental impact. However, Cigniti is
3. Of the instances disclosed in Question 2 above,
committed to protecting the environment of
details of the Appeal/ Revision preferred in cases
the Earth and related resources. To minimize
where monetary or non-monetary action has
environmental impacts concerning Cigniti’s
been appealed.
services and activities, we:
Not applicable.
• Comply with applicable legal requirements
4. Does the entity have an anti-corruption or anti- and other requirements which relate to its
bribery policy? If yes, provide details in brief and if environmental aspects.
available, provide a web-link to the policy. • Prevent pollution, reduce waste and minimize
Cigniti Code of Business Conduct and Ethics policy the consumption of resources.
provides a detailed guidance on the business • Educate, train and motivate employees
ethics, values, policies and procedures to prevent to carry out tasks in an environmentally
bribery in all the activities and business dealings responsible manner.
% of employees covered by
Permanent employees
Total 2890 2890 100% 2890 100% 935 100% 1955 100% 0 0%
Male 66 0 0% 0 0% 0 0% 0 0% 0 0%
Female 41 0 0% 0 0% 0 0% 0 0% 0 0%
Total 107 0 0% 0 0% 0 0% 0 0% 0 0%
FY 2020-21 FY 2021-22
Deducted Deducted
No. of No. of No. of No. of
and and
Benefits employees workers employees workers
deposited deposited
covered as covered as covered as covered as
with the with the
a % of total a % of total a % of total a % of total
authority authority
employees workers Employees workers
(Y/N/N.A.) (Y/N/N.A.)
PF 97% 97% Y 96% 96% Y
Gratuity 97% 97% Y 96% 96% Y
ESI Not Applicable
Other - Pls.
specify
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Corporate Overview Management Reports Financial Statement
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by
the entity in this regard.
Yes, the office is accessible for persons with disabilities.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web-link to the policy.
Yes, the Company have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016. All
the policies of the company are accessible on https://www.cigniti.com/policies/
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Permanent Employees
Gender
Return to work rate Retention rate
Male 100% 100%
Female 100% 100%
Total 100% 100%
6. Is there a mechanism available to receive and redress grievances for the following categories of employees
and worker? If yes, give details of the mechanism in brief.
FY 2021-22 FY 2020-21
On Health
On Health and On Skill On Skill
and safety
Category Total safety measures upgradation upgradation
Total (D) measures
(A)
% (B / % (E /
No. (B) No. (C) % (C / A) No. (E) No. (F) % (F / D)
A) D)
Employees
Male 2021 165 8% 528 26% 1958 28 1% 597 30%
Female 976 72 7% 698 72% 783 9 1% 229 29%
Total 2997 237 8% 1226 41% 2741 37 1% 826 30%
9. Details of performance and Career development reviews of employees:
FY 2021-22 FY 2020-21
10. Health and safety management system: 12. Describe the measures taken by the entity to
ensure a safe and healthy work place.
a. Whether an occupational health and safety
management system has been implemented Explained under point no. 10 above
by the entity? (Yes/ No). If yes, the coverage
13. Number of Complaints on the following made by
such system?
employees and workers:
b. What are the processes used to identify work-
No complaints have been received by the
related hazards and assess risks on a routine
company during the last 2 years. All the queries of
and non-routine basis by the entity?
employees are responded by the HR function in a
c. Whether you have processes for workers to timely manner.
report the work related hazards and to remove
themselves from such risks. (Y/N) 14. Assessments for the year:
d. Do the employees/ worker of the entity have % of your plants and offices
access to non-occupational medical and that were assessed (by entity
healthcare services? (Yes/ No) or statutory authorities or third
Yes parties)
First aid kits are provided on all floors reception. Health and All the offices were assessed
Wheel Chairs are placed on floors. Ambulance safety practices for health, safety and working
is being arranged by BMS team for campus. condition as part of the
W o r k i n g
Sick Rooms are available for employees. business operating processes.
Conditions
ERT Team at office are trained at office by
15. Provide details of any corrective action taken or
external team for:
underway to address safety-related incidents (if
• Taking appropriate personal protective any) and on significant risks / concerns arising
measures. from assessments of health & safety practices
and working conditions
• Advising employees in the area of any
potential threat and / initiate evacuation Not Applicable as no significant risks / concerns
procedures when required. arising from assessments of health & safety
• Restrict access to the incident scene or practices and working conditions
effected area and surrounding area as PRINCIPLE 4: Businesses should respect the interests
the situation demands. of and be responsive to all its stakeholders
• Take any other steps necessary to Essential Indicators
minimize any threat to health and safety
of the employees. 1. Describe the processes for identifying key
stakeholder groups of the entity.
• Request medical assistance, if necessary
or perform Basic Life support(BLS) activities. Cigniti Technologies Limited acknowledges its
responsibility towards the society and supports
• Evaluate the severity, potential Impact,
inclusive growth and equitable development of
safety concerns, and response
all its stakeholders. We strongly believe in growing
requirements based on the initial
together responsibly leading to success of our
information provided by the first person
business. We aim at balancing the needs and
on-scene.
address the concerns of our stakeholders and
• Communicate and provide incident endeavours to take into the consideration of the
updates to company management, as impact it has on the environment, society and the
appropriate. community.
11. Details of safety related incidents, in the following 2. the society and as documented/detailed List
format: stakeholder groups identified as key for your entity
No recordable safety related incidents has and the frequency of engagement with each
happened during the FY 2021-22. stakeholder group.
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Corporate Overview Management Reports Financial Statement
FY 2021-22 FY 2020-21
No. of
No. employees of
employees / % (B / Total
Category Total (A) / workers covered % (D / C)
workers covered A) (C)
(D)
(B)
Employees
Permanent 2890 1813 63% 2465 614 25%
Other than permanent 107 101 94% 276 30 11%
Total Employees 2997 1914 64% 2741 644 24%
2. Details of minimum wages paid to employees and workers, in the following format:
FY 2021-22 FY 2020-21
Equal to More than Equal to More than
Total
Total Minimum Wage Minimum Wage Minimum Wage Minimum Wage
Category (D)
(A) % (C /
No. (B) % (B / A) No. (C) No. (E) % (E / D) No. (F) % (F / D)
A)
Employees
Permanent
Male 1955 0 0% 1955 100% 1761 11 1% 1750 99%
Female 935 0 0% 935 100% 704 0 0% 704 100%
Other than
Permanent
Male 66 1 2% 64 98% 197 0 0% 197 100%
Female 41 0 0% 41 100% 79 0 0% 79 100%
3. Details of remuneration/salary/wages, in the following format:
Male Female
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4. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage
and implementation.
Not applicable. Water is recycled as per the practices of the office building maintenance agencies.
5. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Air emissions (other than GHG emissions) by the entity are insignificant and not being tracked.
6. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following
format:
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The operations of the company are not covered by the 2006 notification on Environmental Impact
Assessment.
12. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the
Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following
format:
Yes, the company is compliant with all applicable environmental laws / regulations / guidelines in India.
PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner
that is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations.
6 (One)
b. List the top 10 trade and industry chambers/ associations (determined based on the total members of
such body) the entity is a member of/ affiliated to.
Name of the trade and industry chambers/ Reach of trade and industry chambers/
S. No.
associations associations (State/National)
1. National Association of Software and Service National
Companies
2. Indo-American Chambers of Commerce National / International
3. National HRD Network National
4. Society of Cyberabad Security Council State
5. HYSEA State
6. All India Management Association National
PRINCIPLE 8 Businesses should promote inclusive growth and equitable development
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in
the current financial year.
No requirement of Social Impact Assessments (SIA) of projects was applicable to the company.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity, in the following format:
There was no project involving R&R during the FY 2021-22
3. Describe the mechanisms to receive and redress grievances of the community.
Considering the nature of the business, any concern/ grievance from the community is dealt with by
respective departments on a case to case basis. No complaints / concerns have been raised by community.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
We are consciously incorporating sustainable and local sourcing in our supply chain as far as possible
PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
The company is committed to creating and delivering engineering services and solutions that exceed customer
expectations and enhance the level of business profitability. We consistently strive forth to ensure higher
customer satisfaction by our efforts in product innovation, R&D activities and ensuring enhanced life-cycle of
the product.
1. Describe the mechanisms in place to receive and their personal and confidential data during their
respond to consumer complaints and feedback. dealing with us. Cigniti’s privacy policy strives
to protect its own data and client’s intellectual
2. Turnover of products and/ services as a
property and provide seamless services in the
percentage of turnover from all products/service
areas of consulting, software product development
that carry information about:
and software testing. We accomplish this by
Considering the nature of the business, this is not addressing the following objectives:
applicable.
• Maintaining the confidentiality, integrity and
3. Number of consumer complaints in respect of the availability of sensitive information in the
following: company with minimal to no disruptions
No complaints from customers were received • Proactively initiating business continuity
during the last 2 years. The company is committed practices to minimize the system failures and
to creating and delivering engineering services interruptions to business
and solutions that exceed customer expectations
We have multi-level security implemented to
and enhance the level of business profitability of
sustain the IT compliance.
clients through our efforts in product innovation,
R&D activities and effective quality management 6. Provide details of any corrective actions taken
systems. or underway on issues relating to advertising,
and delivery of essential services; cyber security
4. Details of instances of product recalls on account
and data privacy of customers; re-occurrence of
of safety issues:
instances of product recalls; penalty / action taken
Not applicable to our operations by regulatory authorities on safety of products /
services.
5. Does the entity have a framework/ policy on cyber
security and risks related to data privacy? (Yes/ No regulatory action has ever been done
No) If available, provide a web-link of the policy. regarding advertising, essential services, cyber
security, data privacy or product recalls.
Yes, the company has data privacy policy. We
acknowledge the needs of the client in protecting
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Annexure-VII
FORM MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2022
(Pursuant to section 204(1) of the Companies Act, 2013 and
Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014
I further report that The Board of Directors of the the size and operations of the company to monitor
Company is duly constituted with proper balance and ensure compliance with applicable laws, rules,
of Executive Directors, Non-Executive Directors and regulations and guidelines.
Independent Directors. There is no change in the
During our Audit for the period under review we
composition of the Board of Directors.
observe the following:
Adequate notice is given to all directors to schedule
1. The Company has to file Annual Performance
the Board Meetings, agenda and detailed notes on
Report (APR) with RBI on or before 31st December 2021.
agenda were sent at least seven days in advance,
However the Company could not file APR for some of
and a system exists for seeking and obtaining further
the subsidiaries, as it has not yet received the UIN from
information and clarifications on the agenda items
RBI regarding investments in the said subsidiaries.
before the meeting and for meaningful participation
at the meeting. S. Chidambaram
Practicing Company Secretary
Majority decision is carried through and no members
FCS No. 3935
have dissented to any of the Resolutions.
Place: Hyderabad C P No: 2286
I further report that there are adequate systems Date: 04.05.2022 UDIN No: F003935D000262226
and processes in the company commensurate with
To,
The Members,
Cigniti Technologies Limited
Suit No.106 &107, 6-3-456/C,
MGR Estates Dwarakapuri Colony
Panjagutta, Hyderabad – 500082
My Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility
is to express an opinion on these secretarial records based on our audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the secretarial records. The verification was done on test basis to ensure that
correct facts are reflected in secretarial records. I believe that the processes and practices we followed
provide a reasonable basis for our opinion.
3. I have relied on the reports given by the concerned professionals in verifying the correctness and
appropriateness of financial records and books of accounts of the company.
4. Where ever required, I have obtained the Management representation about the compliance of laws, rules
and regulations and happening of events etc.
5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The secretarial Audit report is neither an assurance as to future viability of the company nor of the efficacy
or effectiveness with which the management has conducted the affairs of the company.
Chidambaram
Practicing Company Secretary
FCS No. 3935
Place: Hyderabad C P No: 2286
Date: 04.05.2022 UDIN No: F003935D000262226
Annexure-VII
Certificate on Compliance with the conditions of Corporate Governance under Regulation 34(3) read with
Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
The Members of
Cigniti Technologies Limited
Suit No.106 &107, 6-3-456/C, MGR Estates
Dwarakapuri Colony Panjagutta, Hyderabad - 500082
I have examined the compliance of conditions of corporate governance by Cigniti Technologies Limited (The
Company) for the financial year ended March 31, 2022, as stipulated in Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from April 1, 2021 to March 31,
2022.
The compliance of conditions of corporate governance is the responsibility of the management. My examination
was limited to review the procedures and implementation thereof, adopted by the Company, for ensuring the
compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on
financial statements of the Company.
In my opinion and to the best of our information and according to the explanations given to me, I certify that
the Company has complied with the conditions of corporate governance as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
I further state that such compliance 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.
S. Chidambaram
Practicing Company Secretary
FCS No. 3935
Place: Hyderabad C P No: 2286
Date: 04.05.2022 UDIN No: F003935D000262171
CORPORATE GOVERNANCE
Cigniti Technologies Limited (CTL) is committed to 1. BOARD COMPOSITION AND CATEGORY OF
best practices in the area of Corporate Governance. DIRECTORS
Good governance facilitates effective management The Company’s policy is to maintain optimum
and control of business, maintaining a high level combination of Executive and Non-Executive
of business ethics and optimizing the value for all Directors. The composition of the Board and
stakeholders. category of Directors are as follows:
The Corporate Governance Structure in the Company
assigns responsibilities and entrusts authority among Promoter, Mr.C.V.Subramanyam
different participants in the organization viz. the Board Executive Director
of Directors, the Senior Management, Employees, etc. Promoter, Non- Mr. C. Srikanth
Company’s Philosophy on Code of Governance Executive Director
The Company’s philosophy on Corporate Governance Independent 1. Mr. Ram Krishna Agarwal
is backed by principles of Concern, Commitment, Directors 2. Mr. Phaneesh Murthy
Ethics, Excellence and Learning in all its acts and 3. Mr. Srinath Batni
relationships with Stakeholders, Clients, Associates 4. Ms. Nooraine Fazal
and Community at large. This philosophy revolves
Non-Executive Mr. K. Ch. Subba Rao
around fair and transparent governance and
Non-Independent
disclosure practices in line with the principles of Good
Directors
Corporate Governance. CTL’s Corporate Governance
policies ensures, among others, the accountability Mr. C. Srikanth is the son of Mr. C.V. Subramanyam.
of the Board of Directors and the importance of None of the other directors is related to any other
its decisions to all its participants viz employees, director on the Board.
investors, customers, regulators etc. The Company
The Company is managed and controlled through
respects the inalienable rights of the shareholders to
a professional body of Board of Directors which
information on the performance of the Company. The
comprises of 7 members (including four independent
Company believes that good Corporate Governance
Non-Executive Directors) with vast experience
is a continuous process and strives to improve
and knowledge. None of the Directors on the
the Corporate Governance practices to meet
Board is a Member of more than 10 committees or
shareholder’s expectations.
Chairman of more than 5 committees across all the
Date of Report Companies in which he/she is a Director. The Board
The information provided in the Report on Corporate has been enriched with the advices and skills of the
Governance for the purpose of uniformity is as on 31st Independent Directors. The composition of the board
March, 2022. The Report is updated as on the date of is in conformity with the Securities and Exchange
the report wherever applicable. Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
A. During the year, the Board of Directors duly met
6 (six) times on 29.04.2021, 07.06.2021, 23.07.2021,
21.10.2021, 01.12.2021 and 28.01.2022 in respect of
which meetings, proper notices were given and
the proceedings were properly recorded and
signed in the Minutes Book maintained for the
purpose.
B. The names and categories, inter personal relationship of the Directors on the Board, their attendance
at Board meetings during the year and at the last Annual General Meeting (AGM), as also the details of
Directorships across all Companies and Committee membership/chairpersonship held by them are given
below:
Ram K.Ch.
C.V. Phaneesh Srinath Nooraine
Skill Description Krishna Subba C.Srikanth
Subramanyam Murthy Batni Fazal
Agarwal Rao
Leadership Y Y Y Y Y Y Y
Technology Y - Y Y - - Y
Ram K.Ch.
C.V. Phaneesh Srinath Nooraine
Skill Description Krishna Subba C.Srikanth
Subramanyam Murthy Batni Fazal
Agarwal Rao
Governance Y Y Y Y Y Y Y
Financial Y Y Y Y Y Y Y
Diversity Y Y Y Y Y Y Y
Significant experience in
mergers and acquisitions and
other business combinations,
with strong insight of risks and
opportunities, valuations and
diligence processes, structural
impact on the organization, and
ability to leverage integration
planning.
Global Business Y - Y Y - - Y
Understanding of diversified
business environments,
economic, political, cultural and
regulatory framework across the
globe, and a broad perspective
on global market opportunities.
Marketing and Y Y Y Y Y Y Y
Communications
** Chairmanships / memberships of board committees include only in Audit and Stakeholders Relationship committees as
required under regulation 26(1)(b) of SEBI (LODR) Regulations, 2015.
# Details of directorships of aforesaid Directors, in other listed entities are given below:
The Board members are provided with after positive recommendation by the Board/
necessary documents, reports, internal policies Investment and Risk Management Committee
and site visits to enable them to familiarize with of the Company.
the Company’s operations, its procedures and
2. AUDIT COMMITTEE (Constituted in terms of Sec 177
practices. Periodic presentations are made at
of the Companies Act, 2013 read with Regulation
the Board and Board Committee Meetings,
18 of SEBI LODR Regulations, 2015)
on business and performance updates of
the Company business, strategy and risks Terms of reference of Audit committee covers all
involved. Detailed presentations on the the matters prescribed under Regulation 18 of the
Company’s business segments were made Listing Regulations and Section 177 of the Act, 2013.
at the meetings of the Directors held during
A. Brief Description of Terms of Reference: -
the year. During the financial year 2021-22,
Overview of the Company’s financial reporting
there has been no change in the independent
process and disclosure of its financial information
directors of the Company.
to ensure that the financial statements reflect
The Company’s Policy of conducting the a true and fair position and that sufficient and
Familiarization Program and details of such credible information is disclosed.
familiarisation program during the year, is
i. Oversight of the Company’s financial reporting
placed on its website viz., www.cigniti.com.
process and the disclosure of its financial
(iii) Declaration by Independent Directors information to ensure that the financial
statement is correct, sufficient and credible;
All the Independent Directors have confirmed
that they meet the criteria of independence ii. Recommending the appointment and
as mentioned under Regulation 16(1)(b) of removal of External Auditors, fixation of audit
the SEBI (Listing Obligations and Disclosure fee and approval for payment for any other
Requirements), 2015 read with Section 149(6) of services;
the Act.
iii. Review and monitor the auditor’s
(iv) Declaration by Board independence and performance, and
effectiveness of audit process.
The Board has confirmed that in its opinion,
the independent directors fulfill the conditions iv. Approval of payment to statutory auditors for
specified in these regulations and are any other services rendered by them.
independent of the management.
v. Review with the management and statutory
During the year under review, no Independent auditors of the annual financial statements
Director has resigned before expiry of his before submission to the Board with particular
tenure. reference to:
(g) Modified opinion(s) in the draft audit experience and background, etc. of the
report; candidate;
vi. Review of the quarterly and half yearly xxi. Frame and review policies in relation to
financial results with the management and implementation of the Code of Conduct for
the statutory auditors; Prevention of Insider Trading and supervise its
implementation under the overall supervision
vii. Examination of the financial statement and
of the Board;
the auditors’ report thereon;
xxii.
Discharge such duties and functions as
viii.
Review and monitor statutory auditor’s
indicated in the Securities and Exchange
independence and performance and
Board of India (Listing Obligations and
effectiveness of audit process;
Disclosure Requirements) Regulations, 2015,
ix. Approval or any subsequent modification of the Companies Act, 2013 and the rules made
transactions with related parties; thereunder from time to time.
x. Scrutiny of inter-corporate loans and Review of the following information:
investments;
• management discussion and analysis of
xi. Review of valuation of undertakings or assets financial condition and results of operations;
of the company wherever it is necessary;
• statement of significant related party
xii. Evaluation of internal financial controls and transactions (as defined by the audit
risk management systems; committee), submitted by management;
xiii. Review with the management, statutory • management letters / letters of internal
auditors and the internal auditors about control weaknesses issued by the statutory
the nature and scope of audits and of the auditors;
adequacy of internal control systems;
• internal audit reports relating to internal
xiv. Reviewing the adequacy of internal audit control weaknesses;
function, if any, including the structure of
• The appointment, removal and terms of
the internal audit department, staffing
remuneration of the Chief Internal Auditor shall
and seniority of the official heading the
be subject to review by the Audit Committee.
department, reporting structure, coverage
and frequency of internal audit; • Statement of deviations as per SEBI (Listing
Obligations and Disclosure Requirements)
xv. Reviewing the findings of any internal
Regulations, 2015
investigations by the internal auditors into
matters where there is suspected fraud or • Quarterly statement of deviation(s) including
irregularity or a failure of internal control report of monitoring agency, if applicable,
systems of a material nature and reporting submitted to Stock Exchange(s) in terms of
the matter to the board; Regulation 32(1).
xvi. Consideration of the reports of the internal • Annual statement of funds utilized for purposes
auditors and discussion about their findings other than those stated in the offer document
with the management and suggesting /prospectus / notice in terms of Regulation
corrective actions wherever necessary; 32(7).
xvii. Look into the reasons for any substantial • The Audit Committee of the listed holding
defaults in payment to the depositors, company shall also review the financial
debenture-holders, shareholders (in case statements, in particular, the investments
of non-payment of declared dividend) and made by the unlisted subsidiary company.
creditors, if any;
• Carrying out any other function as may be
xviii. Review the functioning of the whistle blower referred to the Committee by the Board.
mechanism;
• Authority to review / investigate into any matter
xix. Review and monitor the end use of funds covered by Section 177 of the Companies
raised through public offers and related Act, 2013 and matters specified in Part C of
matters; Schedule II of the Listing Regulations.
xx. Approval of appointment of Chief Financial
Officer after assessing the qualifications,
Chairman of the Audit Committee for that period, attended previous AGM.
D. On quarterly basis, the members of the audit committee meet and interact with both the statutory auditors
and internal auditors without the presence of the management. The audit committee is suitably apprised of
the same.
3. NOMINATION AND REMUNERATION COMMITTEE (Constituted in terms of Sec 178 of the Companies Act, 2013
read with Regulation 19 of SEBI LODR Regulations, 2015)
The Nomination and Remuneration Committee (‘NRC’) functions in accordance with Section 178 of the Act,
Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the
NRC includes
i. Recommend to the Board the setup and composition of the Board, including formulation of the criteria
for determining qualifications, positive attributes and independence of a Director.
ii. Periodical review of composition of the Board with the objective of achieving an optimum balance of
size, skills, independence, knowledge, age, gender and experience.
iii. Support the Board in matters related to the setup, review and refresh of the Committees.
i. Devise a policy on Board diversity.
ii. Recommend to the Board the appointment or reappointment of Directors.
iii. Recommend to the Board how the Company will vote on resolutions for appointment of Directors on the
Boards of its material subsidiaries.
iv. Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team
members.
v. Carry out the evaluation of every Director’s performance and support the Board and Independent
Directors in the evaluation of the performance of the Board, its Committees and individual Directors,
including formulation of criteria for evaluation of Independent Directors and the Board.
vi. Oversee the performance review process for the KMP and executive team with the view that there is an
appropriate cascading of goals and targets across the Company.
vii. Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.
viii. On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive
team of the Company.
ix. Review matters related to remuneration and benefits payable upon retirement and severance to MD/
EDs, KMP and executive team.
x. Review matters related to voluntary retirement and early separation schemes for the Company.
xi. Provide guidelines for remuneration of Directors on material subsidiaries.
xii. Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the
Boards of its material subsidiaries.
xiii. Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the
Board, KMP and executive team members.
POLICY FOR SELECTION OF DIRECTORS AND • shall endeavour to attend all Board Meeting
DETERMINING DIRECTORS’ INDEPENDENCE and Wherever he is appointed as a Committee
Member, the Committee Meeting;
1. Scope:
• shall abide by the code of Conduct established
This policy sets out the guiding principles for by the company for Directors and senior
the Nomination & Remuneration Committee for Management personnel;
identifying persons who are qualified to become
• shall disclose his concern or interest in any
Directors and to determine the independence
company or companies or bodies corporate,
of Directors, in case of their appointment as
firms, or other association of individuals including
independent Directors of the Company.
his shareholding at the first meeting of the Board
2. Terms and References: in every financial year and thereafter whenever
there is a change in the disclosures already made;
2.1 “Director” means a director appointed to the
Board of a Company. • Such other requirements as may be prescribed,
from time to time, under the companies Act, 2013,
2.2 “Nomination and Remuneration Committee Equity listing Agreements and other relevant laws.
means the committee constituted in accordance
with the provisions of Section 178 of the 3.1.4 The Nomination & Remuneration Committee
Companies Act, 2013 and Regulation 19 of SEBI ( shall evaluate each individual with the objective of
Listing obligations and Disclosure Requirements) having a group that best enables the success of the
Regulations, 2015. company’s business.
• shall possess a Director Identification Number; 3.3.3 A Director shall not serve as an independent
Director in more than 7 listed companies and not
• shall not b disqualified under the companies Act,
more than 3 listed companies in case he is serving as
2013;
a whole-time Director in any listed company.
1.1 This policy sets out the guiding principles for the (v) Retrial benefits
Nomination and Remuneration committee for
(vi) Annual performance Bonus
recommending to the Board the remuneration
of the directors, key managerial personnel 3.1.4 The Annual plan and Objectives for
and other employees of the company. Executive committee shall be reviewed
by the NR committee and Annual
2. Terms and Reference:
performance Bonus will be approved by
In this policy the following terms shall have the the committee based on the achievement
following meanings: against the Annual plan and Objectives.
2.1 “Director” means a director appointed to the 3.2 Remuneration to Non – Executive Directors
Board of the company.
3.2.1
The Board, on the recommendation
2.2 “key managerial personnel” means of the NR Committee, shall review and
approve the remuneration payable to the
(i) The Chief Executive Office or the managing
Non–Executive Directors of the Company
director or the manager;
within the overall limits approved by the
(ii) The company secretary; shareholders.
(iii) The whole-time director; 3.2.2 Non–Executive Directors shall be entitled
to sitting fees attending the meetings of
(iv) The chief finance Officer; and
the Board and the Committees thereof.
(v) Such other office as may be prescribed The Non- Executive Directors shall also be
under the companies Act, 2013 entitled to profit related commission in
addition to the sitting fees.
2.3 “Nomination and Remuneration committee”
means the committee constituted by Board in 3.3. Remuneration to other employees
accordance with the provisions of section 178
3.3.1. Employees shall be assigned grades
of the companies Act,2013 and Regulation 19 of
according to their qualifications and
SEBI LODR Regulations, 2015).
work experience, competencies as well
3. Policy: as their roles and responsibilities in the
organization. Individual remuneration shall
3.1 Remuneration to Executive Director and key
be determined within the appropriate
managerial personnel
grade and shall be based on various
3.1.1 The Board on the recommendation of factors such as job profile skill sets, seniority,
the Nomination and Remuneration (NR) experience and prevailing remuneration
committee shall review and approve the levels for equivalent jobs.
remuneration payable to the Executive
Director of the company within the overall
limit approved by the shareholders.
D. Directors Remuneration
i) Executive Directors
The remuneration paid to the Executive Directors is given below:
(Amount in Rs lakhs)
(ii)
Executive Directors: Skill, knowledge, Disclosures as prescribed under SEBI circular dated
performance, compliances, ethical standards, May 10, 2018 are given below:
risk mitigation, sustainability, strategy
formulation and execution, financial planning Observations of Board No observations.
& performance, managing human relations, evaluation carried out
appropriate succession plan, external relations for the year
including CSR, community involvement and
Previous year’s Since no observations
image building, etc.
observations and were received, no
(iii) Independent Directors: Participation, managing actions taken actions were taken.
relationship, ethics and integrity, Objectivity,
Proposed actions Since no observations
brining independent judgement, time devotion,
based on current year were received, no
protecting interest of minority shareholders,
observations actions were taken.
domain knowledge contribution, etc.
(iv) Chairman: Managing relationships, commitment, 4. STAKEHOLDER’S RELATIONSHIP COMMITTEE (Constituted
leadership effectiveness, promotion of training in terms of Sec 178 of the Companies Act, 2013 read
and development of directors etc. with Regulation 20 of SEBI LODR Regulations, 2015)
(v) Committees: Terms of reference, participation Terms of reference to the committee comprise of
of members, responsibility delegated, functions various matters provided under Regulation 20 of
and duties, objectives alignment with company the Listing Regulations and section 178 of the Act,
strategy, composition of committee, committee 2013 which inter-alia include:
meetings and procedures, management relations. i. Resolving the grievances of the security
The evaluation process elicited responses from holders of the listed entity including complaints
the directors in a judicious manner ranging related to transfer/transmission of shares,
from composition and induction of the board non-receipt of annual report, non-receipt of
to effectiveness and governance. It also sought declared dividends, issue of new/duplicate
feedback on board and committee charters, strategy, certificates, general meetings etc.
risk management and quality of discussion and ii. Proactively communicate and engage with
deliberations at the board. The evaluation process stockholders including engaging with the
also ensures the fulfilment of independence criteria institutional shareholders at least once a year
as specified in the applicable regulations and that the along with members of the Committee/Board/
latter are independent of the management. KMPs, as may be required and identifying
Performance evaluation was done on the scale of 1 actionable points for implementation.
to 5, 1 being very poor and 5 being outstanding. The i. Review of measures taken for effective
outcome of performance evaluation is given below: exercise of voting rights by shareholders.
B. Status of Investor Complaints as on 31 March, 2022 and reported under Regulation 13(3) of the Listing
Regulations is as under:
C. SCORES
The Securities Exchange Board of India has initiated a platform for redressing the investor grievances
through SCORES, a web-based complaints redressal system. The system processes complaints in a
centralized web-based mechanism. The company is in compliance with this system.
D. NAME AND DESIGNATION OF COMPLIANCE OFFICER
Mrs. Naga Vasudha
Company Secretary & Compliance officer
Telephone No: 040-40382211
E-mail: [email protected]
5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In compliance with the provisions of the Companies (Corporate Social Responsibility Policy) Rules 2013, the
Company constituted a Corporate Social Responsibility Committee. One meeting was held during the year
on The Corporate Social Responsibility Committee, formed under Section 135 of the Companies Act, 2013,
comprises 4 members with two Independent Director and two executive Directors.
Composition of the committee during the year 2021-22 is as follows:
A detailed overview of the CSR initiatives of the company is published elsewhere in the Annual Report.
No. of
Dates on which
Name of the Member Category Meetings
Meetings Held
Attended
Mr. Phaneesh Murthy (Chairman) Independent & Non-Executive 2
21.10.2021
Mr. Ram Krishna Agarwal (member) Independent & Non-Executive 2
28.01.2022
Mr. C.V. Subramanyam (member) Promoter & Executive 2
SPECIAL RESOLUTION
NO. OF AGM AND FY DATE OF MEETING VENUE TIME
PASSED
23rd AGM 2020-21 04.06.2021 VC/OAVM 9.00 A.M. Yes
22 nd
AGM 2019-20 03.08.2020 VC/OAVM 10.00 A.M. Yes
21 AGM 2018-19
st
24.07.2019 Hall 5 & 6, Novotel & 10.00 A.M. No
HICC Complex, (Near
Hitec City), P.O. Bag
1101, Cyberabad Post
Office, Hyderabad -
500 081, INDIA
(B) Extraordinary General Meeting
No Extra-ordinary General Meetings were held during the year 2021-22.
(C) Postal Ballot
During the year, the shareholders of the company passed no resolutions through postal ballot.
(D) Procedure for postal ballot
Company conducts a postal ballot, where required, in accordance with the provisions of the Companies
Act, 2013 and the Rules made thereunder and applicable regulations. At present, there are no postal
ballots proposed to be held.
8. MEANS OF COMMUNICATION
A. Publication of results in newspapers
The quarterly, half-yearly & nine months un-audited financial results and annual audited financial results
of the company are generally published in Business Standard or Financial Express, at national level in
English language as well as Andhra Prabha at regional level in Telugu language circulating in the state of
Telangana.
G. Electronic Connectivity
Demat ISIN number: INE675C01017
NATIONAL SECURITIES DEPOSITORY LIMITED
Trade World, Kamala Mills Compound
Senapati Bapat Marg, Lower Parel
Mumbai – 400 013
CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED
25th Floor, A Wing, Marathon Futurex,
Mafatlal Mills Compound, NM Joshi Marg,
Lower Parel (E), Mumbai - 400 013.
H. Market Price Data
The monthly high / low prices of shares of the Company from April, 2021 to March, 2022 at BSE and NSE:
BSE NSE
MONTH
High(Rs) Low(Rs) High(Rs) Low(Rs)
April 2021 438.50 316.45 439.00 315.25
May 2021 435.00 362.00 436.00 362.65
June 2021 644.00 400.00 644.00 418.45
July 2021 677.00 553.00 678.00 552.25
August 2021 593.80 497.10 596.35 495.50
September 2021 618.55 524.10 618.40 524.40
October 2021 662.95 544.00 646.50 556.25
November 2021 670.00 574.65 670.80 575.00
December 2021 620.55 529.25 621.15 533.35
January 2022 608.80 481.65 609.80 487.00
February 2022 558.00 482.00 547.80 490.00
March 2022 547.00 405.00 527.50 410.00
I. There was no suspension of trading in securities of the Company during the year under review.
J. Registrars and Transfer Agents
Aarthi Consultants Pvt. Ltd.
1-2-285, Domalguda, Hyderabad- 500 029.
Tel: (040) 27642217/27638111
Fax: (040) 27632184
Email: [email protected]
K. Share Transfer System
The Transfer of Shares is effected by the Registrars after necessary approval of the Board/Share Transfer
Committee. Transfer generally takes 1-2 weeks. Effective April 1, 2019, SEBI has amended Regulation 40 of the
SEBI Listing Regulations, which deals with transfer, transmission or transposition of securities. According to
this amendment, the requests for effecting the transfer of listed securities shall not be processed unless
the securities are held in dematerialised form with a Depository. Therefore, for effecting any transfer, the
securities shall mandatorily be required to be in demat form.
L. Shareholding pattern as on 31.03.2022
Shares pledged or
Total otherwise encumbered
Category % of share
Category of Shareholder Number of
code holding Number of As a
shares
Shares percentage
(A) Shareholding of Promoter and
Promoter Group
-1 Indian 60,49,513 21.60 9,50,000 15.70
a. Individuals/Hindu Undivided Family 60,49,513 21.56 9,50,000 15.70
b. Central Government/State -- -- -- --
Government(s)
c. Bodies Corporate -- -- -- --
d. Financial Institutions/Banks -- -- -- --
Others :- -- -- -- --
e. Mutual Funds -- -- -- --
f. Trusts -- -- -- --
Sub Total (A)(1) 60,49,513 21.60 9,50,000 15.70
-2 Foreign 34,60,019 12.30 0 0
a. Individuals (Non Resident Individuals/ 34,60,019 12.34 0 0
Foreign Individuals)
b. Bodies Corporate -- -- -- --
c. Institutions -- -- -- --
Others :- -- -- -- --
d. Overseas Corporate Bodies -- -- -- --
Sub Total (A)(2) 34,60,019 12.30 0 0
Total Shareholding of Promoter and 95,09,532 33.90 0 0
Promoter Group(A) =(A)(1)+(A)(2)
(B) Public Shareholding 0 0
(1) Institutions
a. Mutual Funds/UTI 0 0 0 0
No of % of Total % of Total
Range (Rs.) No of Shares
Shareholders Shareholders Shareholding
Upto - 5000 13471 89.12 905931 3.23
5001 - 10000 529 3.51 422545 1.51
10001 - 20000 331 2.19 500516 1.78
20001 - 30000 152 1.01 388414 1.38
30001 - 40000 94 0.62 333403 1.19
40001 - 50000 79 0.52 370618 1.32
50001 - 100000 191 1.26 1357352 4.84
100001 & Above 268 1.77 23773730 84.75
TOTAL 15115 100 28052509 100
N. Dematerialisation & Liquidity of Shares
Trading in Company’s shares is permitted only in dematerialised form for all investors. The ISIN allotted
to the Company’s scrip is INE675C01017. Investors are therefore advised to open a demat account with
a Depository participant of their choice to trade in dematerialized form. Shares of the Company are
actively traded in BSE Limited and NSE. Hence the Company’s shares have good liquidity. The details of
shares in physical and dematerialised form are as given below:
The Company has a comprehensive Code of Conduct for prevention of insider trading in accordance
with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board has formulated
a Code of Conduct to regulate, monitor and report trading by insiders and the Board has also adopted a
code of practices and procedures for fair disclosure of un-published price sensitive information, in order
to align the same with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.
U. Disclosure of Accounting Treatment
The Company has complied with the appropriate accounting policies and has ensured that they
have been applied consistently. There have been no deviations from the Indian Accounting Standards
prescribed under section 133 of the Companies Act, 2013 read with relevant rules.
V. Non-Executive Directors’ Compensation and Disclosures
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with
the Company which in the Judgment of the Board may affect the independence of the Directors.
W. CEO/ CFO Certification
In terms of regulation 17(8) of the Listing Regulations, the CEO / CFO made a certification to the Board
of Directors which has been reviewed by the Audit Committee and taken on record by the Board and
enclosed as annexure IX to this Annual Report.
On behalf of the Board
Cigniti Technologies Limited
C.V. Subramanyam
Place: Hyderabad Chairman & Managing Director
Date: 04.05.2022 DIN: 00071378
C.V. Subramanyam
Place: Hyderabad Chairman & Managing Director
Date: 04.05.2022 DIN: 00071378
Annexure-VIII
NOT APPLICABLE
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
3 Project Health Yes Telangana Nalgonda 36.05 lakhs No Nirmaan org CSR00000146
Cignificance
9. (a) Details of Unspent CSR amount for the preceding three financial years:
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
Amount
Total Cumulative
Financial spent on Status
amount amount spent
Year in the project of the
Sl. Name of the Project allocated at the end
Project ID. which the in the project -
No Project. duration. for the of reporting
project was reporting Completed
project Financial Year.
commenced. Financial /Ongoing.
(in Rs.). (in Rs.)
Year (in Rs).
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or
acquired through CSR spent in the financial year (asset-wise details). NOT APPLICABLE
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and location
of the capital asset).
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
section 135(5).
During the year, the Company has spent Rs.109.55 lakhs out of Rs. 127.81 lakhs and transferred the unspent
amount of Rs. 18.26 lakhs to a separate bank account in compliance with Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021 vide MCA notification dated 22nd January 2021.
Sd/- Sd/-
Place: Hyderabad C.V.Subramanyam Nooraine Fazal
Date: 04.05.2022 Managing Director Chairperson of CSR Committee
(DIN: 00071378) (DIN:03110948)
Annexure-IX
CONSOLIDATED
FINANCIAL
STATEMENTS
Opinion
We have audited the accompanying consolidated financial statements of Cigniti Technologies Limited
(hereinafter referred to as the “Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries
together referred to as “the Group”) comprising of the Consolidated Balance Sheet as at March 31 2022, the
Consolidated Statement of Profit and Loss, including the Statement of Other Comprehensive Income, the
Consolidated Cash Flow Statement and the Consolidated Statement of Changes in Equity for the year then
ended, and notes to the Consolidated Financial Statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as the “Consolidated Financial Statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Consolidated Financial Statements give the information required by the Companies Act, 2013, as amended (“the
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 consolidated state of affairs of the Group as at March 31, 2022, their consolidated profit
including other comprehensive income, their consolidated cash flows and the consolidated statement of
changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on
Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further
described in the ‘Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements’ section of
our report. We are independent of the Group in accordance with the ‘Code of Ethics’ issued by the Institute of
Chartered Accountants of India (‘ICAI’), 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 audit opinion on the
Consolidated Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the Consolidated Financial Statements for the financial year ended March 31, 2022. These matters were
addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our
report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
Consolidated Financial Statements section of our report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the Consolidated Financial Statements. The results of audit procedures performed by us,
including those procedures performed to address the matters below, provide the basis for our audit opinion on
the accompanying Consolidated Financial Statements.
Key audit matters How our audit addressed the key audit matter
Goodwill Impairment Assessment (as described in note 3.1 of the Consolidated Financial Statements)
As at March 31, 2022, the Group has goodwill Our audit procedures included the following:
amounting to Rs. 5,486.22 lakhs on consolidation
• We tested the design, implementation and operative
pertaining to historical acquisitions.
effectiveness of management’s key internal controls over
In accordance with Ind AS, the goodwill is tested goodwill impairment assessment.
annually for impairment using discounted cash- • We assessed the Group’s methodology and judgements
flow models of Cash Generating Unit’s (CGU) applied in determining the CGU to which goodwill is
recoverable value compared to the carrying value allocated and impairment analysis. In making this
of the assets. assessment, we also evaluated the competence,
The inputs to the impairment testing model include: professional qualification, objectivity and independence
of Company’s specialists involved in the process;
• Projected revenue growth, operating margins
and operating cash-flows in the years 1-5; • With the assistance of a specialist, we assessed the
assumptions around the key drivers of the cash flow
• Stable long-term growth rates beyond five years forecasts including discount rates, expected growth rates
and in perpetuity; and and terminal growth rates used; in consideration of the
• Discount rates that represent the current market current and estimated future economic conditions;
assessment of the risks specific to CGU, taking into • We assessed the recoverable value headroom by
consideration the time value of money. performing sensitivity testing of key assumptions used;
The impairment test model includes sensitivity • We discussed potential changes in key drivers as
testing of key assumptions, including revenue compared to previous year / actual performance with
growth, operating margin and discount rate. management in order to evaluate whether the inputs and
assumptions like projected revenue growth, EBIDTA, etc.
The annual impairment testing is considered a
used in the cash flow forecasts were suitable;
key audit matter because the assumptions on
which the tests are based are highly judgmental • We tested the arithmetical accuracy of the impairment
and are affected by future market and economic model; and
conditions which are inherently uncertain, and • We assessed the adequacy of the related disclosures as
because of the materiality of the balances to the described in note 3.1 and 36 to the Consolidated Financial
financial statements as a whole. Statements.
Allowance for credit losses for trade receivables including unbilled revenue (as described in note 38A of the
Consolidated Financial Statements)
As at March 31, 2022 the Group has outstanding Our audit procedures included the following:
trade receivables and unbilled revenue of
• We tested the design, implementation and operative
Rs.27,557.59 lakhs. The Group has determined the
effectiveness of management’s key internal controls over
allowance for credit losses based on the ageing allowance for credit losses
status and historical loss experience adjusted to
reflect current and estimated future economic • We assessed the completeness and accuracy of the
conditions. information used in the estimation of probability of default
and tested historical payment records, correspondences
We considered this as key audit matter due to the with customers and subsequent collection of the
materiality of the amounts and significant estimate customers’ balances; and
and judgements as stated above.
• We performed procedures to test the ageing of
receivables, tested the mathematical accuracy and
computation of the allowance for credit losses and
assessed the allowance for expected credit loss made by
the management.
Other Information
The Holding Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual Report, but does not include the Consolidated Financial
Statements and our auditor’s report thereon.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether such other information is materially inconsistent with the
Consolidated Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
our opinion on whether the Holding Company matters that may reasonably be thought to bear on
has adequate internal financial controls with our independence, and where applicable, related
reference to financial statements in place and the safeguards.
operating effectiveness of such controls.
From the matters communicated with those charged
• Evaluate the appropriateness of accounting with governance, we determine those matters
policies used and the reasonableness of that were of most significance in the audit of the
accounting estimates and related disclosures Consolidated Financial Statements for the financial
made by management. year ended March 31, 2022 and are therefore the
key audit matters. We describe these matters in our
• Conclude on the appropriateness of
auditor’s report unless law or regulation precludes
management’s use of the going concern basis
public disclosure about the matter or when, in
of accounting and, based on the audit evidence
extremely rare circumstances, we determine that a
obtained, whether a material uncertainty exists
matter should not be communicated in our report
related to events or conditions that may cast
because the adverse consequences of doing so
significant doubt on the ability of the Group to
would reasonably be expected to outweigh the public
continue as a going concern. If we conclude that
interest benefits of such communication.
a material uncertainty exists, we are required
to draw attention in our auditor’s report to the Report on Other Legal and Regulatory Requirements
related disclosures in the Consolidated Financial
1. As required by the Companies (Auditor’s Report)
Statements or, if such disclosures are inadequate,
Order, 2020 (“the Order”), issued by the Central
to modify our opinion. Our conclusions are based
Government of India in terms of sub-section (11)
on the audit evidence obtained up to the date
of section 143 of the Act, based on our audit and
of our auditor’s report. However, future events
on the consideration of report of the other auditor
or conditions may cause the Group to cease to
on separate financial statements, we give in the
continue as a going concern.
“Annexure 1” a statement on the matters specified
• Evaluate the overall presentation, structure and in paragraph 3(xxi) of the Order.
content of the Consolidated Financial Statements,
2. As required by Section 143(3) of the Act, we report,
including the disclosures, and whether the
to the extent applicable, that:
Consolidated Financial Statements represent the
underlying transactions and events in a manner (a)
We have sought and obtained all the
that achieves fair presentation. information and explanations which to
the best of our knowledge and belief were
• Obtain sufficient appropriate audit evidence
necessary for the purposes of our audit of the
regarding the financial information of the
aforesaid Consolidated Financial Statements;
entities or business activities within the Group
of which we are the independent auditors and (b) In our opinion, proper books of account as
whose financial information we have audited, to required by law relating to preparation of
express an opinion on the Consolidated Financial the aforesaid consolidation of the financial
Statements. We are responsible for the direction, statements have been kept so far as it
supervision and performance of the audit of the appears from our examination of those books;
financial statements of such entities included in
(c)
The Consolidated Balance Sheet, the
the Consolidated Financial Statements of which
Consolidated Statement of Profit and
we are the independent auditors.
Loss including the Statement of Other
We communicate with those charged with Comprehensive Income, the Consolidated
governance of the Holding Company and such Cash Flow Statement and Consolidated
other entities included in the Consolidated Financial Statement of Changes in Equity dealt with by
Statements of which we are the independent auditors this Report are in agreement with the books
regarding, among other matters, the planned scope of account maintained for the purpose of
and timing of the audit and significant audit findings, preparation of the Consolidated Financial
including any significant deficiencies in internal Statements;
control that we identify during our audit.
(d) In our opinion, the aforesaid Consolidated
We also provide those charged with governance with Financial Statements comply with the
a statement that we have complied with relevant Accounting Standards specified under
ethical requirements regarding independence, and Section 133 of the Act, read with Companies
to communicate with them all relationships and other (Indian Accounting Standards) Rules, 2015, as
amended;
(e) On the basis of the written representations borrowed funds or share premium or
received from the directors of the Holding any other sources or kind of funds)
Company and its subsidiary company by the Holding Company or such
incorporated in India, as on March 31, 2022, subsidiary company to or in any other
taken on record by the respective Board person or entity, including foreign
of Directors, none of the directors of the entities (“Intermediaries”), with the
Group’s companies, incorporated in India, is understanding, whether recorded
disqualified as on March 31, 2022 from being in writing or otherwise, that the
appointed as a director in terms of Section 164 Intermediaries shall, whether, directly
(2) of the Act; or indirectly lend or invest in other
persons or entities identified in any
(f) With respect to the adequacy of the
manner whatsoever by or on behalf
internal financial controls with reference
of the respective Holding Company
to Consolidated Financial Statements of
or such subsidiary company
the Holding Company and the operating
(“Ultimate Beneficiaries”) or provide
effectiveness of such controls, refer to our
any guarantee, security or the like on
separate Report in “Annexure 2” to this report;
behalf of the Ultimate Beneficiaries;
(g) In our opinion, the managerial remuneration
b) The respective managements of the
for the year ended March 31, 2022 has been
Holding Company and its subsidiary
paid / provided by the Holding Company
company which are companies
to their directors in accordance with the
incorporated in India whose financial
provisions of section 197 read with Schedule V
statements have been audited under the
to the Act. The provisions of section 197 read
Act have represented to us that, to the best
with Schedule V of the Act are not applicable
of its knowledge and belief, no funds have
to its subsidiary company incorporated in
been received by the respective Holding
India for the year ended March 31, 2022;
Company or such subsidiary company
(h) With respect to the other matters to be from any person or entity, including
included in the Auditor’s Report in accordance foreign entities (“Funding Parties”), with the
with Rule 11 of the Companies (Audit and understanding, whether recorded in writing
Auditors) Rules, 2014, as amended, in our or otherwise, that the Holding Company
opinion and to the best of our information and or any of such subsidiaries shall, whether,
according to the explanations given to us: directly or indirectly, lend or invest in other
person or entity identified in any manner
i. The Group has disclosed the impact of
whatsoever by or on behalf of the Funding
pending litigations on its consolidated
Party (“Ultimate Beneficiaries”) or provide
financial position in its Consolidated
any guarantee, security or the like on behalf
Financial Statements – Refer note 38(c) to
of the Ultimate Beneficiaries; and
the Consolidated Financial Statements;
c) Based on the audit procedures that
ii. The Group did not have any long-term
has been considered reasonable and
contracts including derivative contracts
appropriate in the circumstances
during the year ended March 31, 2022;
performed by us and those performed by
iii. There were no amounts which were the auditors of the subsidiary company
required to be transferred to the Investor which is company incorporated in India
Education and Protection Fund by the whose financial statements have been
Holding Company and its subsidiary audited under the Act, nothing has come
company, incorporated in India during the to our or other auditor’s notice that has
year ended March 31, 2022; caused us or the other auditors to believe
that the representations under sub-
iv. a) The respective managements of the
clause (a) and (b) contain any material
Holding Company and its subsidiary
misstatement.
company which are companies
incorporated in India, whose financial v. a) The final dividend paid by the Holding
statements have been audited under Company during the year in respect
the Act have represented to us that, of the same declared for the previous
to the best of its knowledge and year is in accordance with section 123
belief, no funds have been advanced of the Act to the extent it applies to
or loaned or invested (either from payment of dividend.
b) As stated in note 12 to the Consolidated Financial Statements, the Board of Directors of the
Holding Company have proposed final dividend for the year which is subject to the approval of
the members at the ensuing Annual General Meeting. The dividend declared is in accordance
with section 123 of the Act to the extent it applies to declaration of dividend.
For S.R. BATLIBOI & ASSOCIATES LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
_________________________
per Shankar Srinivasan
Partner
Place of Signature: Hyderabad Membership Number: 213271
Date: May 4, 2022 UDIN: 22213271AIJQKQ2682
_________________________
per Shankar Srinivasan
Partner
Place of Signature: Hyderabad Membership Number: 213271
Date: May 4, 2022 UDIN: 22213271AIJQKQ2682
Inherent Limitations of Internal Financial Controls with reference to Consolidated Financial Statements
Because of the inherent limitations of internal financial controls with reference to Consolidated Financial
Statements, including the possibility of collusion or improper management override 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 Consolidated Financial Statements to future periods are subject to
the risk that the internal financial controls with reference to Consolidated Financial Statements may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Opinion
In our opinion, the Holding Company has maintained in all material respects, adequate internal financial controls
with reference to Consolidated Financial Statements and such internal financial controls with reference to
Consolidated Financial Statements were operating effectively as at March 31,2022, based on the internal control
over financial reporting criteria established by the Holding Company considering the essential components of
internal control stated in the Guidance Note issued by the ICAI.
_________________________
per Shankar Srinivasan
Partner
Place of Signature: Hyderabad Membership Number: 213271
Date: May 4, 2022 UDIN: 22213271AIJQKQ2682
As at As at
Notes
March 31, 2022 March 31, 2021
Assets
Non-current assets
Property, plant and equipment 3 3,258.42 1,671.05
Other intangible assets 3 - -
Right-to-use asset 38(a) 2,550.62 2,165.75
Goodwill 3 5,486.22 5,486.22
Deferred tax asset, net 11 580.24 529.17
Financial assets
Other financial assets 5 2,262.85 507.55
14,138.35 10,359.74
Current assets
Financial assets
Investments 4 12,012.95 8,046.27
Trade receivables 6 22,678.05 15,771.84
Cash and cash equivalents 7 2,446.32 2,561.22
Bank balances other than cash and cash equivalents 8 9,093.59 10,230.40
Other financial assets 5 6,934.92 4,723.10
Current tax assets, net 9 120.17 259.22
Other current assets 10 2,350.15 1,258.36
55,636.15 42,850.41
Total assets 69,774.50 53,210.15
Equity and liabilities
Equity
Equity share capital 12 2,805.25 2,802.00
Other equity 13 43,179.12 34,432.73
Total Equity 45,984.37 37,234.73
Liabilities
Non-current liabilities
Financial liabilities
Lease obligations 16 2,328.25 2,048.56
Long term provisions 18 1,768.96 1,234.54
4,097.21 3,283.10
Current liabilities
Financial liabilities
Short term borrowings 14 4,696.22 1,611.26
Trade payables 15
- total outstanding dues of micro enterprises and -
25.29
small enterprises
- total outstanding dues of creditors other than micro 6,189.01
9,359.95
enterprises and small enterprises
Lease obligations 16 979.51 907.82
Other financial liabilities 17 366.33 287.79
Short term provisions 18 569.17 255.81
Current tax liability, net 19 1,818.67 1,833.64
Other current liabilities 20 1,877.78 1,606.99
Total liabilities 19,692.92 12,692.32
Total equity and liabilities 69,774.50 53,210.15
Summary of significant accounting policies 2.3
The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date.
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
Equity Shares of Rs.10 each, issued, subscribed and fully paid No. Rs.
As at April 1, 2020 27,846,259 2,784.63
Add: Issued during the year (refer note 12) 1,73,750 17.38
As at March 31, 2021 28,020,009 2,802.00
Add: Issued during the year (refer note 12) 32,500 3.25
As at March 31, 2022 28,052,509 2,805.25
b. Other equity
The accompanying notes are an integral part of the consolidated financial statements.
As per our report of even date.
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
The Consolidated Financial Statements were • Rights arising from other contractual
authorised for issue in accordance with a arrangements;
resolution of the directors on May 4, 2022.
• The Group’s voting rights and potential voting
2. Significant Accounting Policies rights; and
2.1 Basis of preparation • The size of the group’s holding of voting rights
relative to the size and dispersion of the
The Consolidated Financial Statements of the
holdings of the other voting rights holders.
Group have been prepared in accordance with
Indian Accounting Standards (‘Ind AS’) notified The Group re-assesses whether or not it controls
under the Companies (Indian Accounting an investee if facts and circumstances indicate
Standards) Rules, 2015 (as amended from time to that there are changes to one or more of the
time) and presentation requirements of Division three elements of control. Consolidation of a
II of Schedule III to the Companies Act, 2013, (Ind subsidiary begins when the Group obtains control
AS compliant Schedule III), as applicable to the over the subsidiary and ceases when the Group
Consolidated Financial Statements. loses control of the subsidiary. Assets, liabilities,
income and expenses of a subsidiary acquired
The Consolidated Financial Statements have
or disposed of during the year are included in the
been prepared on a historical cost basis and
consolidated financial statements from the date
consistent with previous year subject to changes
the Group gains control until the date the Group
in accounting policies. The Consolidated Financial
ceases to control the subsidiary.
Statements are presented in INR and all values
are rounded to the nearest lakhs, except when Consolidated financial statements are
otherwise indicated. prepared using uniform accounting policies
for like transactions and other events in similar
2.2 Basis of Consolidation
circumstances. If a member of the group uses
The Consolidated Financial Statements comprise accounting policies other than those adopted
the financial statements of the Company and in the consolidated financial statements for like
its subsidiaries as at March 31, 2022. Control is transactions and events in similar circumstances,
achieved when the Group is exposed, or has rights, appropriate adjustments are made to that group
to variable returns from its involvement with the member’s financial statements in preparing the
investee and has the ability to affect those returns consolidated financial statements to ensure
through its power over the investee. Specifically, conformity with the group’s accounting policies.
the Group controls an investee if and only if the
The financial statements of all entities used for the
Group has:
purpose of consolidation are drawn up to same
• Power over the investee (i.e. existing rights that reporting date as that of the parent company,
give it the current ability to direct the relevant i.e., year ended on 31 March. When the end of the
activities of the investee); reporting period of the parent is different from
that of a subsidiary, the subsidiary prepares, flows relating to transactions between entities
for consolidation purposes, additional financial of the group (profits or losses resulting from
information as of the same date as the financial intragroup transactions that are recognised in
statements of the parent to enable the parent assets, such as property, plant and equipment,
to consolidate the financial information of the are eliminated in full). Intragroup losses
subsidiary, unless it is impracticable to do so. may indicate an impairment that requires
recognition in the consolidated financial
Consolidation procedures:
statements. Ind AS 12 Income Taxes applies
(a) Combine like items of assets, liabilities, equity, to temporary differences that arise from the
income, expenses and cash flows of the parent elimination of profits and losses resulting from
with those of its subsidiaries. For this purpose, intragroup transactions.
income and expenses of the subsidiary are
Profit or loss and each component of Other
based on the amounts of the assets and
Comprehensive Income (OCI) are attributed to
liabilities recognised in the consolidated
the equity holders of the parent of the Group and
financial statements at the acquisition date.
to the non-controlling interests, even if this results
(b) Offset /eliminate the carrying amount of the in the non-controlling interests having a deficit
parent’s investment in each subsidiary and the balance. When necessary, adjustments are made
parent’s portion of equity of each subsidiary. to the financial statements of subsidiaries to bring
Business combinations policy explains how to their accounting policies into line with the Group’s
account for any related goodwill. accounting policies. All intra-group assets and
liabilities, equity, income, expenses and cash flows
(c)
Eliminate in full intragroup assets and
relating to transactions between members of the
liabilities, equity, income, expenses and cash
Group are eliminated in full on consolidation.
Group Information:
Information about subsidiaries
The consolidated financial statements of the Group include subsidiaries listed in the table below:
The key assumptions concerning the future and and measured in accordance with Ind
other key sources of estimation uncertainty AS 12 Income Tax and Ind AS 19 Employee
at the reporting date, that have a significant Benefits respectively.
risk of causing a material adjustment to the
• Liabilities or equity instruments related to
carrying amounts of assets and liabilities
share based payment arrangements of
within the next financial year. The Group
the acquiree or share – based payments
based its assumptions and estimates on
arrangements of the Group entered
parameters available when the Consolidated
into to replace share-based payment
Financial Statements were prepared. Existing
arrangements of the acquiree are
circumstances and assumptions about future
measured in accordance with Ind AS 102
developments, however, may change due
Share-based Payments at the acquisition
to market changes or circumstances arising
date.
that are beyond the control of the Group. Such
changes are reflected in the assumptions • Assets that are classified as held for sale
when they occur. in accordance with Ind AS 105 Non-current
Assets Held for Sale and Discontinued
Estimation of uncertainties relating to the
Operations are measured in accordance
global health pandemic from COVID-19
with that standard.
(COVID-19):
• Reacquired rights are measured at a value
The Group has considered internal and
determined on the basis of the remaining
external information upto the date of approval
contractual term of the related contract.
of these consolidated financial statements in
Such valuation does not consider potential
assessing the recoverability of assets including
renewal of the reacquired right.
trade receivables, unbilled receivables,
goodwill and investments, based on which When the Group acquires a business, it
it expects to recover the carrying amount assesses the financial assets and liabilities
of these assets. The eventual outcome of assumed for appropriate classification
impact of the global health pandemic may be and designation in accordance with the
different from those estimated as on the date contractual terms, economic circumstances
of approval of these consolidated financial and pertinent conditions as at the acquisition
statements. date. This includes the separation of
embedded derivatives in host contracts by
(b) Business combination and goodwill
the acquiree.
Business combinations are accounted for
If the business combination is achieved in
using the acquisition method. The cost of an
stages, any previously held equity interest is
acquisition is measured as the aggregate of
re-measured at its acquisition date fair value
the consideration transferred measured at
and any resulting gain or loss is recognised in
acquisition date fair value and the amount of
profit or loss or OCI, as appropriate.
any non-controlling interests in the acquiree.
Acquisition-related costs are expensed as Any contingent consideration to be transferred
incurred. by the acquirer is recognised at fair value at
the acquisition date. Contingent consideration
At the acquisition date, the identifiable
classified as an asset or liability that is a
assets acquired, and the liabilities assumed
financial instrument and within the scope of
are recognised at their acquisition date fair
Ind AS 109 Financial Instruments, is measured
values. For this purpose, the liabilities assumed
at fair value with changes in fair value
include contingent liabilities representing
recognised in profit or loss. If the contingent
present obligation and they are measured
consideration is not within the scope of Ind
at their acquisition fair values irrespective of
AS 109, it is measured in accordance with the
the fact that outflow of resources embodying
appropriate Ind AS. Contingent consideration
economic benefits is not probable. However,
that is classified as equity is not re-measured at
the following assets and liabilities acquired in
subsequent reporting dates and subsequent
a business combination are measured at the
its settlement is accounted for within equity.
basis indicated below:
Goodwill is initially measured at cost, being the
• Deferred tax assets or liabilities, and the
excess of the aggregate of the consideration
assets or liabilities related to employee
transferred and the amount recognised for
benefit arrangements are recognised
non-controlling interests, and any previous
interest held, over the net identifiable assets occurs, the Group reports provisional amounts
acquired and liabilities assumed. If the fair for the items for which the accounting is
value of the net assets acquired is in excess of incomplete. Those provisional amounts
the aggregate consideration transferred, the are adjusted through goodwill during the
Group re-assesses whether it has correctly measurement period, or additional assets
identified all of the assets acquired and all or liabilities are recognised, to reflect new
of the liabilities assumed and reviews the information obtained about facts and
procedures used to measure the amounts circumstances that existed at the acquisition
to be recognised at the acquisition date. If date that, if known, would have affected the
the reassessment still results in an excess of amounts recognized at that date. These
the fair value of net assets acquired over the adjustments are called as measurement
aggregate consideration transferred, then the period adjustments. The measurement period
gain is recognised in OCI and accumulated does not exceed one year from the acquisition
in equity as capital reserve. However, if there date.
is no clear evidence of bargain purchase, the
(c) Current versus non-current classification
entity recognises the gain directly in equity
as capital reserve, without routing the same The Group presents assets and liabilities in the
through OCI. balance sheet based on current/ non-current
classification. An asset is treated as current
After initial recognition, goodwill is measured
when it is:
at cost less any accumulated impairment
losses. For the purpose of impairment testing, • Expected to be realised or intended to be
goodwill acquired in a business combination sold or consumed in normal operating
is, from the acquisition date, allocated to each cycle;
of the Group’s cash-generating units that are
• Held primarily for the purpose of trading;
expected to benefit from the combination,
irrespective of whether other assets or liabilities • Expected to be realised within twelve
of the acquiree are assigned to those units. months after the reporting period; or
A cash generating unit to which goodwill • Cash or cash equivalent unless restricted
has been allocated is tested for impairment from being exchanged or used to settle a
annually, or more frequently when there is an liability for at least twelve months after the
indication that the unit may be impaired. If the reporting period.
recoverable amount of the cash generating All other assets are classified as non-current.
unit is less than its carrying amount, the
impairment loss is allocated first to reduce the A liability is current when:
carrying amount of any goodwill allocated to • It is expected to be settled in normal
the unit and then to the other assets of the operating cycle;
unit pro rata based on the carrying amount
of each asset in the unit. Any impairment loss • It is held primarily for the purpose of
for goodwill is recognised in profit or loss. An trading;
impairment loss recognised for goodwill is not • It is due to be settled within twelve months
reversed in subsequent periods. after the reporting period; or
Where goodwill has been allocated to a cash- • There is no unconditional right to defer the
generating unit and part of the operation settlement of the liability for at least twelve
within that unit is disposed of, the goodwill months after the reporting period.
associated with the disposed operation
is included in the carrying amount of the The Group classifies all other liabilities as non-
operation when determining the gain or current.
loss on disposal. Goodwill disposed in these Deferred tax assets and liabilities are classified
circumstances is measured based on the as non-current assets and liabilities.
relative values of the disposed operation
and the portion of the cash-generating unit The operating cycle is the time between the
retained. acquisition of assets for processing and their
realisation in cash and cash equivalents. The
If the initial accounting for a business Group has identified twelve months as its
combination is incomplete by the end of the operating cycle.
reporting period in which the combination
• Level 1 — Quoted (unadjusted) market • Fixed price contracts: Revenue from fixed-
prices in active markets for identical price contracts is recognized as per the
assets or liabilities; ‘percentage- of-completion’ method,
where the performance obligations are
• Level 2 — Valuation techniques for which
satisfied over time and when there is
the lowest level input that is significant to
no uncertainty as to measurement or
the fair value measurement is directly or
collectability of consideration. When there
indirectly observable; and
is uncertainty as to measurement or
• Level 3 — Valuation techniques for which ultimate collectability, revenue recognition
the lowest level input that is significant is postponed until such uncertainty is
to the fair value measurement is resolved. Percentage of completion is
unobservable. determined based on the project costs
For assets and liabilities that are recognised in incurred to date as a percentage of
the financial statements on a recurring basis, total estimated project costs required
the Group determines whether transfers have to complete the project. The input
occurred between levels in the hierarchy by method has been used to measure the
re-assessing categorisation (based on the progress towards completion as there
lowest level input that is significant to the fair is direct relationship between input and
value measurement as a whole) at the end of productivity.
each reporting period. Contract balances:
For the purpose of fair value disclosures, the • Contract assets
Group has determined classes of assets
A contract asset is the right to consideration
and liabilities on the basis of the nature,
in exchange for services transferred to
characteristics and risks of the asset or liability
the customer. If the Group performs by
and the level of the fair value hierarchy as
transferring services to a customer before
explained above.
the customer pays consideration or
(f) Revenue from contracts with customer before payment is due, a contract asset
The Group derives revenue primarily from is recognized for the earned consideration
software testing services. Revenue from that is conditional.
contracts with customers is recognised when • Trade receivables
control of the services are transferred to the
A receivable represents the Group’s right
customer at an amount that reflects the
to an amount of consideration that is
consideration to which the Group expects
unconditional (i.e., only the passage of
to be entitled in exchange for those services.
time is required before payment of the
The Group has concluded that it is the
consideration is due). Refer to accounting
principal in its revenue arrangements since
policies of financial assets in section
it is the primary obligor in all the revenue
Financial instruments – initial recognition
arrangements as it has pricing latitude and is
and subsequent measurement.
also exposed to credit risks. Revenue is net of
volume discounts/price incentives which are • Contract liabilities
estimated and accounted for based on the
A contract liability is the obligation to
terms of contract.
transfer services to a customer for which
Rendering of services the Group has received consideration
(or an amount of consideration is due)
The method for recognizing revenues and
from the customer. If a customer pays
costs depends on the nature of services
consideration before the Group transfers
rendered as mentioned below:
services to the customer, a contract
• Time and material: Revenue from time and liability is recognized when the payment is
material contracts are recognized as the made, or the payment is due (whichever is
related services are performed, which is earlier). Contract liabilities are recognized
pursued based on the efforts spent and as revenue when the Group performs
agreed rate with the customer. Revenue under the contract.
from the end of the last invoicing to the
reporting date is recognized as unbilled
revenue.
rates and tax laws that have been enacted or tax paid is recognised as part of the cost
substantively enacted at the reporting date. of acquisition of the asset or as part of the
expense item, as applicable
Deferred tax relating to items recognised
outside profit or loss is recognised outside • When receivables and payables are
profit or loss (either in OCI or in equity). Deferred stated with the amount of tax included
tax items are recognised in correlation to the
The net amount of tax recoverable from, or
underlying transaction either in OCI or directly
payable to, the taxation authority is included
in equity.
as part of receivables or payables in the
Deferred tax assets and deferred tax liabilities balance sheet.
are offset if a legally enforceable right exists to
(h) Property, plant and equipment
set off current tax assets against current tax
liabilities and the deferred taxes relate to the Capital work in progress is stated at cost, net of
same taxable entity and the same taxation accumulated impairment loss, if any. Property,
authority. plant and equipment is stated at cost, net of
accumulated depreciation and accumulated
Minimum Alternate Tax (MAT) paid in a year is
impairment losses, if any. Property, plant
charged to the statement of profit and loss as
and equipment under installation or under
current tax for the year. The Group recognizes
construction as at balance sheet are shown
deferred tax asset for MAT credit available
as capital work-in-progress, and the related
only to the extent that it is probable that the
advances are shown as loans and advances.
Group will pay normal income tax during the
specified period, i.e., the period for which MAT Subsequent expenditure related to an item
credit is allowed to be carried forward. In the of property, plant and equipment is added
year in which the Group recognizes MAT credit to its book value only if it increases the future
as an asset, it is created by way of credit to benefits from the existing asset beyond its
the statement of profit and loss and shown as previously assessed standard of performance
deferred tax asset. The Group reviews the “MAT or extends its estimated useful life.
credit entitlement” asset at each reporting
An item of property, plant and equipment
date and writes down the asset to the extent
and any significant part initially recognised
that it is probable that it will pay normal tax
is derecognised upon disposal or when no
during the specified period.
future economic benefits are expected from
Tax benefits acquired as part of a business its use or disposal. Any gain or loss arising on
combination, but not satisfying the criteria derecognition of the asset (calculated as the
for separate recognition at that date, are difference between the net disposal proceeds
recognised subsequently if new information and the carrying amount of the asset) is
about facts and circumstances change. included in the statement of profit and loss
Acquired deferred tax benefits recognised when the asset is derecognised.
within the measurement period reduce
Depreciation
goodwill related to that acquisition if they
result from new information obtained about Depreciation on property, plant and
facts and circumstances existing at the equipment is calculated on a straight-line
acquisition date. If the carrying amount of basis using the rates arrived at based on the
goodwill is zero, any remaining deferred useful lives estimated by the management.
tax benefits are recognised in OCI/ capital The management has made technical
reserve depending on the principle explained assessment of the useful lives of the following
for bargain purchase gains. All other acquired classes of assets which coincides with the
tax benefits realised are recognised in profit or lives prescribed under Schedule II of the
loss. Companies Act, 2013:
Useful lives and the carrying amount of the asset and are
estimated by the recognised in the statement of profit or loss
Asset when the asset is derecognised.
management
(years) (j) Borrowing costs
Leasehold Over the period of
Borrowing costs directly attributable to the
improvements lease
acquisition, construction or production of
Furniture and fixtures 10 an asset that necessarily takes a substantial
Office equipments 5 period of time to get ready for its intended
use or sale are capitalised as part of the cost
Computer and 3
of the asset. All other borrowing costs are
computer equipments
expensed in the period in which they occur.
Vehicles 8 Borrowing costs consist of interest and other
The residual values, useful lives and methods of costs that an entity incurs in connection with
depreciation of property, plant and equipment the borrowing of funds.
are reviewed at each financial year end and
(k) Leases
adjusted prospectively, if appropriate.
The Group assesses at contract inception
(i) Intangible assets
whether a contract is, or contains, a lease. That
Intangible assets acquired separately are is, if the contract conveys the right to control
measured on initial recognition at cost. the use of an identified asset for a period of
Following initial recognition, intangible assets time in exchange for consideration.
are carried at cost less any accumulated
Group as a lessee
amortisation and accumulated impairment
losses. The Group applies a single recognition and
measurement approach for all leases, except
The useful lives of intangible assets are
for short-term leases and leases of low-value
assessed as either finite or indefinite.
assets. The Group recognises lease liabilities to
Intangible assets with finite lives are amortised make lease payments and right-of-use assets
over the useful economic life and assessed for representing the right to use the underlying
impairment whenever there is an indication assets.
that the intangible asset may be impaired.
i. Right-of-use assets
The amortisation period and the amortisation
method for an intangible asset with a finite The Group recognises right-of-use assets at
useful life are reviewed at least at the end the commencement date of the lease (i.e.,
of each reporting period. The amortisation the date the underlying asset is available
expense on intangible assets with finite lives is for use). Right-of-use assets are measured
recognised in the statement of profit and loss. at cost, less any accumulated depreciation
and impairment losses, and adjusted for any
A summary of the policies applied to the
remeasurement of lease liabilities. The cost
Group’s intangible assets is, as follows:
of right-of-use assets includes the amount
of lease liabilities recognised, initial direct
Intangible assets Useful lives
costs incurred, and lease payments made at
Software licenses Finite (3 years) or before the commencement date less any
lease incentives received. Right-of-use assets
Intangible assets with indefinite useful
are depreciated on a straight-line basis
lives are not amortised, but are tested for
over the shorter of the lease term and the
impairment annually, either individually
estimated useful lives of the assets, as follows:
or at the cash-generating unit level. The
assessment of indefinite life is reviewed
ROU Useful lives
annually to determine whether the indefinite
life continues to be supportable. If not, the Office Premises 3-5 years
change in useful life from indefinite to finite is
If ownership of the leased asset transfers
made on a prospective basis.
to the Group at the end of the lease term or
Gains or losses arising from derecognition the cost reflects the exercise of a purchase
of an intangible asset are measured as the option, depreciation is calculated using the
difference between the net disposal proceeds estimated useful life of the asset.
The right-of-use assets are also subject to (l) Impairment of non-financial assets
impairment. Refer to the accounting policies
The Group assesses, at each reporting date,
in section Impairment of non-financial assets.
whether there is an indication that an asset
ii. Lease Liabilities may be impaired. If any indication exists, or
when annual impairment testing for an asset
At the commencement date of the lease, the
is required, the Group estimates the asset’s
Group recognises lease liabilities measured
recoverable amount. An asset’s recoverable
at the present value of lease payments to
amount is the higher of an asset’s or Cash-
be made over the lease term. The lease
Generating Unit’s (CGU) fair value less costs
payments include fixed payments (including
of disposal and its value in use. Recoverable
in substance fixed payments) less any lease
amount is determined for an individual asset,
incentives receivable, variable lease payments
unless the asset does not generate cash
that depend on an index or a rate, and
inflows that are largely independent of those
amounts expected to be paid under residual
from other assets or groups of assets. When
value guarantees. The lease payments also
the carrying amount of an asset or CGU
include the exercise price of a purchase
exceeds its recoverable amount, the asset is
option reasonably certain to be exercised
considered impaired and is written down to its
by the Group and payments of penalties for
recoverable amount.
terminating the lease, if the lease term reflects
the Group exercising the option to terminate. In assessing value in use, the estimated future
Variable lease payments that do not depend cash flows are discounted to their present
on an index or a rate are recognised as value using a pre-tax discount rate that
expenses (unless they are incurred to produce reflects current market assessments of the
inventories) in the period in which the event or time value of money and the risks specific to
condition that triggers the payment occurs. the asset. In determining fair value less costs
of disposal, recent market transactions are
In calculating the present value of lease
taken into account. If no such transactions
payments, the Group uses its incremental
can be identified, an appropriate valuation
borrowing rate at the lease commencement
model is used.
date because the interest rate implicit in the
lease is not readily determinable. After the Impairment losses of continuing operations
commencement date, the amount of lease are recognised in the statement of profit and
liabilities is increased to reflect the accretion of loss.
interest and reduced for the lease payments
For assets excluding goodwill, an assessment
made. In addition, the carrying amount of
is made at each reporting date to determine
lease liabilities is remeasured if there is a
whether there is an indication that previously
modification, a change in the lease term, a
recognised impairment losses no longer exist
change in the lease payments (e.g., changes
or have decreased. If such indication exists,
to future payments resulting from a change in
the Group estimates the asset’s or CGU’s
an index or rate used to determine such lease
recoverable amount. A previously recognised
payments) or a change in the assessment of
impairment loss is reversed only if there has
an option to purchase the underlying asset.
been a change in the assumptions used to
iii. Short-term leases and leases of low-value determine the asset’s recoverable amount
assets since the last impairment loss was recognised.
The reversal is limited so that the carrying
The Group applies the short-term lease
amount of the asset does not exceed its
recognition exemption to its short-term leases
recoverable amount, nor exceed the carrying
of machinery and equipment (i.e., those leases
amount that would have been determined,
that have a lease term of 12 months or less
net of depreciation, had no impairment loss
from the commencement date and do not
been recognised for the asset in prior years.
contain a purchase option). It also applies
Such reversal is recognised in the statement
the lease of low-value assets recognition
of profit or loss. After impairment, amortisation
exemption to leases of office equipment
is provided on the revised carrying amount of
that are considered to be low value. Lease
the asset over its remaining useful life.
payments on short-term leases and leases of
low-value assets are recognised as expense Goodwill is tested for impairment annually
on a straight-line basis over the lease term. and when circumstances indicate that the
carrying value may be impaired. Impairment
(m) Provisions, Contingent Liabilities and • A present obligation arising from past
Commitments events, when it cannot be measured
reliably.
Provisions are recognised when the Group has
a present obligation (legal or constructive) • A possible obligation arising from past
as a result of a past event, it is probable events, unless the probability of outflow of
that an outflow of resources embodying resources is remote
economic benefits will be required to settle
The Group does not recognize a contingent
the obligation and a reliable estimate can be
liability but discloses its existence in the
made of the amount of the obligation. When
financial statements.
the Group expects some or all of a provision
to be reimbursed, for example, under an Commitments include the amount of
insurance contract, the reimbursement is purchase order (net of advances) issued to
recognised as a separate asset, but only when parties for completion of assets. Provisions,
the reimbursement is virtually certain. The contingent liabilities, contingent assets and
expense relating to a provision is presented commitments are reviewed at each balance
in the statement of profit and loss net of any sheet date.
reimbursement. (n) Retirement and other employee benefits
If the effect of the time value of money is Retirement benefit in the form of Provident
material, provisions are discounted using Fund and Employee State Insurance are
a current pre-tax rate that reflects, when defined contribution schemes. The Group
appropriate, the risks specific to the liability. has no obligation, other than the contribution
When discounting is used, the increase in payable to the fund. The Group recognizes
the provision due to the passage of time is contribution payable to these schemes as
recognised as a finance cost. an expense, when an employee renders the
Onerous contracts related service. If the contribution payable to
the scheme for service received before the
If the Group has a contract that is onerous,
balance sheet date exceeds the contribution
the present obligation under the contract
already paid, the deficit payable to the scheme
is recognised and measured as a provision.
is recognized as a liability after deducting the
However, before a separate provision for an
contribution already paid. If the contribution
onerous contract is established, the Group
already paid exceeds the contribution due for
recognises any impairment loss that has
services received before the balance sheet
occurred on assets dedicated to that contract.
date, then excess is recognized as an asset to
An onerous contract is a contract under the extent that the pre-payment will lead to,
which the unavoidable costs (i.e., the costs for example, a reduction in future payment or
that the Group cannot avoid because it has a cash refund.
the contract) of meeting the obligations
The Group operates a defined benefit gratuity
under the contract exceed the economic
plan in India, which requires contributions to
benefits expected to be received under it. The
be made to a separately administered fund.
unavoidable costs under a contract reflect
The Group also provides certain additional
the least net cost of exiting from the contract,
post employment healthcare benefits
which is the lower of the cost of fulfilling it and
to employees in the United States. These
any compensation or penalties arising from
healthcare benefits are unfunded.
failure to fulfil it. The cost of fulfilling a contract
comprises the costs that relate directly to the The cost of providing benefits under the
contract (i.e., both incremental costs and an defined benefit plan is determined using the
allocation of costs directly related to contract projected unit credit method.
activities). Remeasurements, comprising of actuarial
gains and losses, the effect of the asset ceiling, (o) Share-based payments
excluding amounts included in net interest on
Employees (including senior executives) of the
the net defined benefit liability and the return
Group receive remuneration in the form of
on plan assets (excluding amounts included in
share-based payments, whereby employees
net interest on the net defined benefit liability),
render services as consideration for equity
are recognised immediately in the balance
instruments (equity-settled transactions).
sheet with a corresponding debit or credit to
retained earnings through OCI in the period Equity-settled transactions
in which they occur. Remeasurements are
The cost of equity-settled transactions is
not reclassified to profit or loss in subsequent
determined by the fair value at the date
periods.
when the grant is made using an appropriate
Past service costs are recognised in profit or valuation model.
loss on the earlier of:
That cost is recognised, together with a
• The date of the plan amendment or corresponding increase in Share-Based
curtailment, and Payment (SBP) reserves in equity, over the
• The date that the Group recognises period in which the performance and/or
related restructuring costs service conditions are fulfilled in employee
benefits expense. The cumulative expense
Net interest is calculated by applying the
recognised for equity-settled transactions
discount rate to the net defined benefit liability
at each reporting date until the vesting date
or asset. The Group recognises the following
reflects the extent to which the vesting period
changes in the net defined benefit obligation
has expired and the Group’s best estimate
as an expense in the consolidated statement
of the number of equity instruments that will
of profit and loss:
ultimately vest. The statement of profit and loss
• Service costs comprising current service expense or credit for a period represents the
costs, past-service costs, gains and movement in cumulative expense recognised
losses on curtailments and non-routine as at the beginning and end of that period and
settlements; and is recognised in employee benefits expense.
• Net interest expense or income. Service and non-market performance
Short term employee benefits conditions are not taken into account when
determining the grant date fair value of awards,
Accumulated leave, which is expected to but the likelihood of the conditions being
be utilized within the next twelve months, is met is assessed as part of the Group’s best
treated as short-term employee benefit. The estimate of the number of equity instruments
group measures the expected cost of such that will ultimately vest. Market performance
absences as the additional amount that conditions are reflected within the grant date
it expects to pay as a result of the unused fair value. Any other conditions attached to
entitlement that has accumulated at the an award, but without an associated service
reporting date. requirement, are considered to be non-
The Group treats accumulated leave vesting conditions. Non-vesting conditions
expected to be carried forward beyond twelve are reflected in the fair value of an award
months, as long-term employee benefit for and lead to an immediate expensing of an
measurement purposes. Such long-term award unless there are also service and/or
compensated absences are provided for performance conditions.
based on the actuarial valuation using the No expense is recognised for awards that
projected unit credit method at the year-end. do not ultimately vest because non-market
Actuarial gains/losses are immediately taken performance and/or service conditions have
to the statement of profit and loss and are not not been met. Where awards include a market
deferred. or non-vesting condition, the transactions are
However, the Group presents the entire treated as vested irrespective of whether the
provision towards accumulated leave as a market or non-vesting condition is satisfied,
current liability in the balance sheet, since it provided that all other performance and/or
does not have an unconditional right to defer service conditions are satisfied.
its settlement for twelve months after the When the terms of an equity-settled
reporting date. award are modified, the minimum expense
recognised is the expense had the terms financial assets refers to how it manages
had not been modified, if the original terms its financial assets in order to generate
of the award are met. An additional expense cash flows. The business model determines
is recognised for any modification that whether cash flows will result from collecting
increases the total fair value of the share- contractual cash flows, selling the financial
based payment transaction, or is otherwise assets, or both.
beneficial to the employee as measured at
Purchases or sales of financial assets that
the date of modification. Where an award is
require delivery of assets within a time frame
cancelled by the entity or by the counterparty,
established by regulation or convention in
any remaining element of the fair value of the
the marketplace (regular way trades) are
award is expensed immediately through profit
recognised on the trade date, i.e., the date
or loss.
that the Group commits to purchase or sell
The dilutive effect of outstanding options is the asset.
reflected as additional share dilution in the
Subsequent measurement
computation of diluted earnings per share.
For purposes of subsequent measurement,
(p) Financial instruments
financial assets are classified in four
A financial instrument is any contract that categories:
gives rise to a financial asset of one entity
• Debt instruments at amortised cost
and a financial liability or equity instrument of
another entity. • Debt instruments at FVTOCI
cash flows and selling the financial assets, statement of profit and loss, even on sale of
and investment. However, the group may transfer
the cumulative gain or loss within equity.
b) The asset’s contractual cash flows
represent SPPI. Equity instruments included within the FVTPL
category are measured at fair value with all
Debt instruments included within the FVTOCI
changes recognized in the statement of profit
category are measured initially as well as
and loss.
at each reporting date at fair value. Fair
value movements are recognized in the Derecognition
OCI. However, the Group recognizes interest
A financial asset (or, where applicable, a part
income, impairment losses & reversals
of a financial asset or part of a group of similar
and foreign exchange gain or loss in the
financial assets) is primarily derecognised (i.e.
statement of profit and loss. On derecognition
removed from the Group’s balance sheet)
of the asset, cumulative gain or loss previously
when:
recognized in OCI is reclassified from the
equity to statement of profit and loss. Interest a) the rights to receive cash flows from the
earned whilst holding FVTOCI debt instrument asset have expired, or
is reported as interest income using the EIR
b) the Group has transferred its rights to
method.
receive cash flows from the asset, and
Debt instrument at FVTPL
i. the Group has transferred substantially
FVTPL is a residual category for debt all the risks and rewards of the asset,
instruments. Any debt instrument, which does or
not meet the criteria for categorization as at
ii. the Group has neither transferred
amortized cost or as FVTOCI, is classified as at
nor retained substantially all the risks
FVTPL.
and rewards of the asset, but has
In addition, the Group may elect to designate transferred control of the asset.
a debt instrument, which otherwise meets
When the group has transferred its rights to
amortized cost or FVTOCI criteria, as at FVTPL.
receive cash flows from an asset or has entered
However, such election is allowed only if doing
into a pass-through arrangement, it evaluates
so reduces or eliminates a measurement
if and to what extent it has retained the risks
or recognition inconsistency (referred to as
and rewards of ownership. When it has neither
‘accounting mismatch’).
transferred nor retained substantially all of the
Debt instruments included within the FVTPL risks and rewards of the asset, nor transferred
category are measured at fair value with all control of the asset, the group continues to
changes recognized in the statement of profit recognise the transferred asset to the extent
and loss. of the Group’s continuing involvement. In
that case, the group also recognises an
Equity investments
associated liability. The transferred asset and
All equity investments in scope of Ind AS 109 the associated liability are measured on a
are measured at fair value. Equity instruments basis that reflects the rights and obligations
which are held for trading and contingent that the Group has retained.
consideration recognised by an acquirer in
Continuing involvement that takes the form
a business combination to which Ind AS103
of a guarantee over the transferred asset is
applies are classified as at FVTPL. For all other
measured at the lower of the original carrying
equity instruments, the group may make
amount of the asset and the maximum
an irrevocable election to present in OCI
amount of consideration that the group could
subsequent changes in the fair value. The
be required to repay.
group makes such election on an instrument-
by-instrument basis. The classification is made Impairment of financial assets
on initial recognition and is irrevocable.
In accordance with Ind AS 109, the group
If the group decides to classify an equity applies Expected Credit Loss (ECL) model for
instrument as at FVTOCI, then all fair value measurement and recognition of impairment
changes on the instrument, excluding loss on the following financial assets and
dividends, are recognized in the OCI. There credit risk exposure:
is no recycling of the amounts from OCI to
a) Financial assets that are debt instruments, as income/ expense in the statement of profit
and are measured at amortised cost and loss. This amount is reflected under the
e.g., loans, debt securities, deposits, trade head ‘other expenses’ in the statement of
receivables and bank balance profit and loss. Financial assets measured as
at amortised cost and contractual revenue
b) Trade receivables or any contractual right
receivables: ECL is presented as an allowance,
to receive cash or another financial asset
i.e., as an integral part of the measurement
that result from transactions that are
of those assets in the balance sheet. The
within the scope of Ind AS 11 and Ind AS 18
allowance reduces the net carrying amount.
The group follows ‘simplified approach’ for Until the asset meets write-off criteria, the
recognition of impairment loss allowance on: group does not reduce impairment allowance
from the gross carrying amount. For assessing
• Trade receivables or contract revenue
increase in credit risk and impairment loss, the
receivables; and
group combines financial instruments on the
• Other financial assets basis of shared credit risk characteristics with
the objective of facilitating an analysis that
The application of simplified approach does
is designed to enable significant increases in
not require the group to track changes in
credit risk to be identified on a timely basis.
credit risk. Rather, it recognises impairment
loss allowance based on lifetime ECLs at each Financial liabilities
reporting date, right from its initial recognition.
Initial recognition and measurement
Lifetime ECL are the expected credit losses
Financial liabilities are classified, at initial
resulting from all possible default events over
recognition, as financial liabilities at FVTPL, loans
the expected life of a financial instrument.
and borrowings, payables, as appropriate.
ECL is the difference between all contractual
All financial liabilities are recognised initially
cash flows that are due to the group in
at fair value and, in the case of loans and
accordance with the contract and all the cash
borrowings and payables, net of directly
flows that the entity expects to receive (i.e., all
attributable transaction costs.
cash shortfalls), discounted at the original EIR.
When estimating the cash flows, an entity is The Group’s financial liabilities include trade
required to consider: and other payables and loans and borrowings
including bank overdrafts and cash credits.
• All contractual terms of the financial
instrument (including prepayment, Subsequent measurement
extension, call and similar options) over the
The measurement of financial liabilities
expected life of the financial instrument.
depends on their classification, as described
However, in rare cases when the expected
below:
life of the financial instrument cannot
be estimated reliably, then the entity is Financial liabilities at FVTPL
required to use the remaining contractual
Financial liabilities at FVTPL include financial
term of the financial instrument
liabilities held for trading and financial
• Cash flows from the sale of collateral held liabilities designated upon initial recognition
or other credit enhancements that are as at FVTPL. Financial liabilities are classified
integral to the contractual terms as held for trading if they are incurred for the
purpose of repurchasing in the near term.
As a practical expedient, the Group evaluates
individual balances to determine impairment Gains or losses on liabilities held for trading
loss allowance on its trade receivables. The are recognised in the profit or loss.
evaluation is based on its historically observed
Financial liabilities designated upon initial
default rates over the expected life of the
recognition at FVTPL are designated as such
trade receivables and is adjusted for forward-
at the initial date of recognition, and only if the
looking estimates. At every reporting date, the
criteria in Ind AS 109 are satisfied. For liabilities
historical observed default rates are updated
designated as FVTPL, fair value gains/ losses
and changes in the forward-looking estimates
attributable to changes in own credit risk
are analysed.
are recognized in OCI. These gains/ loss are
ECL impairment loss allowance (or reversal) not subsequently transferred to statement
recognized during the period is recognized of profit and loss. However, the group may
transfer the cumulative gain or loss within business model. The group does not restate
equity. All other changes in fair value of such any previously recognised gains, losses
liability are recognised in the statement of (including impairment gains or losses) or
profit or loss. The group has not designated interest.
any financial liability as at FVTPL.
Offsetting of financial instruments
Loans and borrowings
Financial assets and financial liabilities are
After initial recognition, interest-bearing loans offset and the net amount is reported in
and borrowings are subsequently measured the consolidated balance sheet if there is a
at amortised cost using the EIR method. Gains currently enforceable legal right to offset the
and losses are recognised in profit or loss recognised amounts and there is an intention
when the liabilities are derecognised as well to settle on a net basis, to realise the assets
as through the EIR amortisation process. and settle the liabilities simultaneously.
Amortised cost is calculated by taking (q) Cash and cash equivalents
into account any discount or premium on
Cash and cash equivalent in the balance
acquisition and fees or costs that are an
sheet comprise cash at banks and on hand
integral part of the EIR. The EIR amortisation is
and short-term deposits with an original
included as finance costs in the statement of
maturity of three months or less, which are
profit and loss.
subject to an insignificant risk of changes in
Derecognition value.
A financial liability is derecognised when the For the purpose of the consolidated statement
obligation under the liability is discharged or of cash flows, cash and cash equivalents
cancelled or expires. When an existing financial consist of cash and short-term deposits,
liability is replaced by another from the same as defined above, net of outstanding bank
lender on substantially different terms, or the overdrafts as they are considered an integral
terms of an existing liability are substantially part of the Group’s cash management.
modified, such an exchange or modification
(r) Segment information
is treated as the derecognition of the original
liability and the recognition of a new liability. The Group has only one reportable business
The difference in the respective carrying segment, which is rendering of software
amounts is recognised in the statement of testing services. Accordingly, the amounts
profit or loss. appearing in the financial statements relate
to the Group’s single business segment.
Reclassification of financial assets
(s) Corporate Social Responsibility
The group determines classification of financial
assets and liabilities on initial recognition. The Group charges its Corporate Social
After initial recognition, no reclassification is Responsibility expenditure to the statement of
made for financial assets which are equity profit and loss.
instruments and financial liabilities. For
(t) Dividend
financial assets which are debt instruments,
a reclassification is made only if there is a The Company recognises a liability to pay
change in the business model for managing dividend to equity holders of the parent
those assets. Changes to the business model when the distribution is authorised, and the
are expected to be infrequent. The group’s distribution is no longer at the discretion of the
senior management determines change in Company. As per the corporate laws in India, a
the business model as a result of external or distribution is authorised when it is approved
internal changes which are significant to the by the shareholders. A corresponding amount
group’s operations. Such changes are evident is recognised directly in equity.
to external parties. A change in the business (u) Earnings per share
model occurs when the group either begins or
ceases to perform an activity that is significant Basic earnings per share is calculated by
to its operations. If the group reclassifies dividing the net profit or loss attributable
financial assets, it applies the reclassification to equity holder of parent company (after
prospectively from the reclassification date deducting preference dividends and
which is the first day of the immediately next attributable taxes) by the weighted average
reporting period following the change in number of equity shares outstanding during
the period. Partly paid equity shares are financial statements of the Group. The Group
treated as a fraction of an equity share to the intends to use the practical expedients in
extent that they are entitled to participate in future periods if they become applicable.
dividends relative to a fully paid equity share
(ii) Conceptual framework for financial
during the reporting period. The weighted
reporting under Ind AS issued by ICAI
average number of equity shares outstanding
during the period is adjusted for events such The Framework is not a Standard and it does
as bonus issue, bonus element in a rights not override any specific standard. Therefore,
issue, share split, and reverse share split this does not form part of a set of standards
(consolidation of shares) that have changed pronounced by the standard-setters. While,
the number of equity shares outstanding, the Framework is primarily meant for the
without a corresponding change in resources. standard-setter for formulating the standards,
it has relevance to the preparers in certain
For the purpose of calculating diluted earnings
situations such as to develop consistent
per share, the net profit or loss for the period
accounting policies for areas that are not
attributable to equity shareholders of the
covered by a standard or where there is
parent company and the weighted average
choice of accounting policy, and to assist
number of shares outstanding during the
all parties to understand and interpret the
period are adjusted for the effects of all
Standards.
dilutive potential equity shares.
The amendments made in following
2.4 New and amended standards
standards due to Conceptual Framework for
The Group applied for the first-time certain Financial Reporting under Ind AS .includes
standards and amendments, which are effective amendment of the footnote to the definition
for annual periods beginning on or after 1 Apr of an equity instrument in Ind AS 102- Share
2021. The Group has not early adopted any other Based Payments, footnote to be added for
standard or amendment that has been issued but definition of liability i.e. definition of liability is
is not yet effective: not revised on account of revision of definition
in conceptual framework in case of Ind AS
(i) Interest Rate Benchmark Reform – Phase 2:
37 - Provisions, Contingent Liabilities and
Amendments to Ind AS 109, Ind AS 107, Ind AS
Contingent Assets etc.
104 and Ind AS 116
The MCA has notified the Amendments to Ind
The amendments provide temporary reliefs
AS consequential to Conceptual Framework
which address the financial reporting effects
under Ind AS vide notification dated June 18,
when an interbank
2021, applicable for annual periods beginning
offered rate (IBOR) is replaced with an on or after April 1, 2021. Accordingly, the
alternative nearly risk-free interest rate (RFR). Conceptual Framework is applicable for
preparers for accounting periods beginning
The amendments include the following
on or after 1 April 2021. These amendments had
practical expedients:
no impact on the financial statements of the
- A practical expedient to require Group.
contractual changes, or changes to
(iii) Ind AS 116: COVID-19 related rent concessions
cash flows that are directly required by
the reform, to be treated as changes to MCA issued an amendment to Ind AS 116
a floating interest rate, equivalent to a Covid-19-Related Rent Concessions beyond
movement in a market rate of interest 30 June 2021 to update the condition for
lessees to apply the relief to a reduction in
- Permit changes required by IBOR reform
lease payments originally due on or before 30
to be made to hedge designations
June 2022 from 30 June 2021. The amendment
and hedge documentation without the
applies to annual reporting periods beginning
hedging relationship being discontinued
on or after 1 April 2021. In case a lessee has
- Provide temporary relief to entities from not yet approved the financial statements for
having to meet the separately identifiable issue before the issuance of this amendment,
requirement when an RFR instrument then the same may be applied for annual
is designated as a hedge of a risk reporting periods beginning on or after 1 April
component. 2020. These amendments had no impact on
the financial statements of the Group.
These amendments had no impact on the
(iv) Ind AS 103: Business combination of an item of property, plant, and equipment.
The effective date for adoption of this
The amendment states that to qualify for
amendment is annual periods beginning on or
recognition as part of applying the acquisition
after April 1, 2022. The Group has evaluated the
method, the identifiable assets acquired and
amendment and there is no significant impact
liabilities assumed must meet the definitions
on its consolidated financial statements.
of assets and liabilities in the Framework for
the Preparation and Presentation of Financial (vii) Ind AS 103 – Business Combinations –
Statements in accordance with Indian
The amendments specify that to qualify for
Accounting Standards* issued by the Institute
recognition as part of applying the acquisition
of Chartered Accountants of India at the
method, the identifiable assets acquired and
acquisition date. Therefore, the acquirer does
liabilities assumed must meet the definitions
not recognise those costs as part of applying
of assets and liabilities in the Conceptual
the acquisition method. Instead, the acquirer
Framework for Financial Reporting under
recognises those costs in its post-combination
Indian Accounting Standards (Conceptual
financial statements in accordance with other
Framework) issued by the Institute of Chartered
Ind AS. These amendments had no impact on
Accountants of India at the acquisition date.
the financial statements of the Group.
These changes do not significantly change
(v) Amendment to Ind AS 105, Ind AS 16 and Ind the requirements of Ind AS 103. The Group
AS 28 does not expect the amendment to have any
significant impact in its financial statements.
The definition of “Recoverable amount” is
amended such that the words “the higher of (viii) Ind AS 37 – Provisions, Contingent Liabilities
an asset’s fair value less costs to sell and its and Contingent Assets –
value in use” are replaced with “higher of an
The amendment specifies that the ‘cost of
asset’s fair value less costs of disposal and its
fulfilling’ a contract comprises the ‘costs that
value in use”. The consequential amendments
relate directly to the contract’. Costs that
are made in Ind AS 105, Ind AS 16 and Ind AS
relate directly to a contract can either be
28. These amendments had no impact on the
incremental costs of fulfilling that contract
financial statements of the Group.
(examples would be direct labour, materials)
Ministry of Corporate Affairs (“MCA”) notifies or an allocation of other costs that relate
new standards or amendments to the directly to fulfilling contracts (an example
existing standards under Companies (Indian would be the allocation of the depreciation
Accounting Standards) Rules as issued charge for an item of property, plant and
from time to time. On March 23, 2022, MCA equipment used in fulfilling the contract). The
amended the Companies (Indian Accounting effective date for adoption of this amendment
Standards) Amendment Rules, 2022, as below: is annual periods beginning on or after April 1,
2022, although early adoption is permitted.
(vi) Ind AS 16 – Property Plant and equipment –
The Group has evaluated the amendment
The amendment clarifies that excess of net and the impact is not expected to be material.
sale proceeds of items produced over the cost
of testing, if any, shall not be recognised in the
profit or loss but deducted from the directly
attributable costs considered as part of cost
Computer
Furniture Total property, Goodwill Total other
Electrical Leasehold Office and Software
Buildings and Vehicles plant and (refer note intangible
equipments improvements equipments computer License
fixtures equipment 3.1) assets
equipment
Cost
As at April 01, 2020 193.53 492.06 317.10 572.15 356.66 759.36 187.46 2,878.32 5,486.22 246.66 246.66
As at March 31, 2021 193.53 525.42 317.10 569.27 360.74 1,073.54 186.66 3,226.26 5,486.22 246.66 246.66
As at March 31, 2022 193.53 536.36 317.10 578.09 361.21 3,423.67 187.98 5,597.94 5,486.22 246.66 246.66
Depreciation and
amortisation
As at April 01, 2020 16.63 124.25 134.98 342.26 174.93 344.94 20.85 1,158.84 - 246.66 246.66
Corporate Overview
Charge for the year 4.25 55.05 21.48 31.10 54.81 211.08 23.18 400.95 - - -
As at March 31, 2021 20.88 179.30 156.46 369.87 229.67 555.82 43.21 1,555.21 - 246.66 246.66
Charge for the year 4.25 57.49 21.48 29.17 51.36 575.70 21.72 761.17 -
As at March 31, 2022 25.13 236.79 177.94 407.03 281.27 1,145.12 66.24 2,339.52 - 246.66 246.66
As at March 31, 2021 172.65 346.12 160.64 199.40 131.07 517.72 143.45 1,671.05 5,486.22 - -
As at March 31, 2022 168.40 299.57 139.16 171.06 79.94 2,278.55 121.74 3,258.42 5,486.22 - -
161
Cigniti Technologies Ltd.
Financial assets
There are no loans or deposits given, covered under section 186(4) of Companies Act, 2013.
4 Current investments
6 Trade receivables
7.1 For the purpose of statement of cash flows, cash and cash equivalents comprise of following:
Non-current Current
March 31, March 31, March 31, March 31,
2022 2021 2022 2021
Other deposit accounts
Bank deposits (having original maturity of more than three - 10,230.40
1,170.27 9,093.59
months)
Margin money 596.89 - - -
Less: Amount disclosed under other financial assets (refer note 5) (1,767.16) - - -
- - 9,093.59 10,230.40
Recognised in
Opening Exchange Closing
the statement of
balance difference balance
profit and loss*
Deferred tax assets/(liabilities) in relation to :
Property, plant and equipment and other 22.38 58.58 (0.11) (36.31)
intangible asset, the impact of difference
between tax depreciation/amortisation
charged to financial reporting
Provision for employee benefits 350.74 (207.70) 2.33 560.77
Provision for doubtful debts 31.88 (55.99) 0.68 88.55
Right to use assets/lease obligation 197.42 8.22 - 189.20
Revaluations of current investments to fair (73.25) 148.72 - (221.97)
value
529.17 (48.17) 2.90 580.24
* Includes deferred tax credit of Rs. 19.09 lakhs recognised through other comprehensive income on re-
measurement losses on employee defined benefit plans.
March 31, 2021
Recognised in
Opening Exchange Closing
the statement of
balance difference balance
profit and loss
Deferred tax assets/(liabilities) in relation to :
Property, plant and equipment and other - 22.38 - 22.38
intangible asset, the impact of difference
between tax depreciation/amortisation
charged to financial reporting
Provision for employee benefits - 350.74 - 350.74
Provision for doubtful debts - 31.88 - 31.88
Right to use assets/lease obligation - 197.42 - 197.42
Revaluations of current investments to fair value - (73.25) - (73.25)
- 529.17 - 529.17
12 Equity share capital
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
13 Other equity
(b) Cash credit from bank obtained by Cigniti Technologies Inc., USA (“CTI”) of USD 29.57 lakhs equivalent to Rs.
2,240.54 lakhs (March 31, 2021: USD Nil ) is secured by hypothecation of trade receivables of the Company.
It is repayable on demand and carries floating interest rate of LIBOR+2.5% p.a. on utilised amounts and
carrying fixed interest rate of 0.25% p.a (March 31, 2021: 0.25%) on un-utilised amounts. CTI had available
USD 120.43 lakhs equivalent to Rs. 9,125.39 lakhs (March 31,2021: USD 150 lakhs equivalent to Rs. 10,972.35
lakhs) of undrawn committed borrowing facilities as at March 31, 2022.
(c) The bill discounting with bank is with recourse. The eligible accounts were discounted at 2.5% of the face
value of the purchased accounts. The closing balance of bills discounting pertains to Cigniti Technologies
UK Limited (“CT UK”) amounting to GBP 0.52 lakhs equivalent to Rs. 52.17 lakhs (March 31, 2021: GBP Nil).
Loan covenants
Cash credit from bank obtained by CTI contains certain debt covenants relating to tangible effective net-
worth, senior debt to EBIDTA ratio, interest coverage ratio, limitation on indebtedness, distribution of dividend
and purchase of its stock. The limitation on indebtedness covenant gets suspended, if CTI meets certain
prescribed criteria. The other loans do not carry any debt covenant.
The Group has not defaulted on any loans payable.
Cigniti Technologies Limited has taken loans against security of current assets and quarterly returns or
statements of current assets filed by the Company with bank are in agreement with the books of accounts.
15 Trade payables
Non-current Current
March 31, March 31, March 31, March 31,
2022 2021 2022 2021
Lease obligations (refer note 38(a)) 2,328.25 2,048.56 979.51 907.82
2,328.25 2,048.56 979.51 907.82
18 Provisions
22 Other income
23 Finance income
26 Other expenses
28 Finance costs
29 Taxes
(a) Income tax expense:
The major components of income tax expenses for the year ended March 31, 2022 and for the year
ended March 31, 2021 are:
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
(ii) Disclosure related to indication of effect of the defined benefit plan on the entity’s future cashflows:
Transactions
during the year
Reimbursement of 6.29 - - - - - - -
expenses
Balances
receivable/
(payable):
Transactions
during the year
Balances
receivable/
(payable):
Key management personnel (Mr. C.V Subramanyam and Mr. C. Srikanth) have given personal guarantees
and personal property as collateral security in favour of bankers in connection with cash credit facility whose
closing balance in total is Rs. 2,403.51 lakhs (March 31, 2021: Rs. 1,611.26 lakhs).
As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company
as a whole, the amount pertaining to the Key Management personnel and their relatives is not ascertainable
and, therefore, not included above.
The transactions with related parties are made on terms equivalent to those that prevail in arm’s length
transactions. This assessment is undertaken each financial year through examining the financial position of
the related party and the market in which the related party operates. Outstanding balances at the year-end
are unsecured, interest free and settlement occurs in cash.
may differ from actual developments in the future. These include the determination of the discount
rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount
rate for plans operated in India, the management considers the interest rates of government bonds in
currencies consistent with the currencies of the post-employment benefit obligation.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality
tables tend to change only at interval in response to demographic changes. Future salary increases
and gratuity increases are based on expected future inflation rates for the respective countries. Further
details about gratuity obligations are given in note 31.
(iv) Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have
to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset
of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects
what the Group ‘would have to pay’, which requires estimation when no observable rates are available
(such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted
to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s
functional currency). The Group estimates the IBR using observable inputs (such as market interest rates)
when available and is required to make certain entity-specific estimates (such as the subsidiary’s stand-
alone credit rating).
(v) Allowance for credit losses on receivables and unbilled revenue
The Group determines the allowance for credit losses based on historical loss experience adjusted
to reflect current and estimated future economic conditions. The Group considered current and
anticipated future economic conditions relating to industries the Group deals with and the countries
where it operates. In calculating expected credit loss, the Group has also considered credit reports and
other related credit information for its customers to estimate the probability of default in future.
36 Fair values
Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial
instruments:
Financial assets
Bank balances other than cash and cash equivalents 9,093.59 10,230.40 9,093.59 10,230.40
Financial liabilities
The management assessed that the fair value of cash and cash equivalents, trade receivables, trade
payables and other current liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments. Further, the management has assessed that fair value of borrowings
approximate their carrying amounts largely since they are carried at floating rate of interest.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
37 Financial risk management objectives and policies
The Group’s principal financial liabilities comprise loans and borrowings, trade and other payables. The
main purpose of these financial liabilities is to finance the Group’s operations. The Group’s principal financial
assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from
its operations.
The Group is exposed to market risk, credit risk and liquidity risk. The Group’s management oversees the
management of these risks. The Group’s financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with the Group’s
policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these
risks, which are summarised below.
A Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating
activities (primarily trade receivables) and from its financing activities, including deposits with banks and
financial institutions, foreign exchange transactions and other financial instruments.
The Group considers a counterparty whose payment is due more than 90 days after the due date as a
defaulted party. This is based on considering the market and economic forces in which the entities in
the Group are operating. The Group creates provision for the amount if the credit risk of counter-party
increases significantly due to its poor financial position and failure to make payment beyond a period of
90 days from the due date. In calculating expected credit loss, the Group has also considered historical
pattern of credit loss, the likelihood of increased credit risk.
Trade receivables as contract asset:
The customer credit risk is managed by the Group’s established policy, procedures and control relating
to customer credit risk management. Before accepting any new customer, the Group uses an internal
credit scoring system to assess the potential customer’s credit quality and defines credit limits by
customer. Limits and scoring attributed to customers are reviewed on periodic basis. Outstanding
customer receivables are regularly monitored. The Group’s receivables turnover is quick and historically,
there were no significant defaults. Ind AS requires an entity to recognise in profit or loss, the amount of
expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date
to the amount that is required to be recognised in accordance with Ind AS 109. The Group assesses at
each date of statements of financial position whether a financial asset or a group of financial assets
is impaired. Expected credit losses are measured at an amount equal to the life time expected credit
losses if the credit risk on the financial asset has increased significantly since initial recognition. The Group
has used a practical expedient by computing the expected credit loss allowance for trade receivables
based on a provision matrix. The provision matrix takes into account historical credit loss experience and
adjusted for forward-looking information.
At March 31, 2022, the Company had 28 customers (March 31, 2021: 28 customers) that owed the Company
more than 1% each of total receivable and accounted for approximately 57% (March 31, 2021: 59%) of all the
receivables outstanding. There is no customer (March 31, 2021: 1) with balance greater than 5% (March 31,
2021: 6%) of the total amounts receivable.
The Group has adequate provision as at March 31, 2022 amounting to Rs. 399.77 lakhs (As at March 31,
2021: Rs. 224.07 lakhs) for receivable where there is no reasonable expectations of recovery. These are
however, still subject to enforcement activity.
B Liquidity Risk
Liquidity risk refers to the risk that the Group cannot meet its financial obligations. The objective of liquidity
risk management is to maintain sufficient liquidity and ensure that funds are available for use as per
requirements. The Group manages liquidity risk by maintaining adequate reserves, banking borrowing
facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual
undiscounted payments:
On Up to 1
March 31, 2022: 1 to 5 years > 5 years Total
demand Year
Contractual undiscounted
payments
Borrowings 4,696.22 - - - 4,696.22
Trade payables - 9,385.24 - - 9,385.24
Lease obligation - 1,152.00 2,452.69 25.95 3,630.64
Other financial liabilities - 366.33 - - 366.33
4,696.22 10,903.57 2,452.69 25.95 18,078.43
On
March 31, 2021: Up to 1 Year 1 to 5 years > 5 years Total
demand
Contractual undiscounted
payments
Borrowings 1,611.26 - - - 1,611.26
Trade payables - 6,189.01 - - 6,189.01
Lease obligation - 1,165.04 2,133.58 461.03 3,759.65
Other financial liabilities - 287.79 - - 287.79
1,611.26 7,641.84 2,133.58 461.03 11,847.71
C 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. Market risk comprises three types of risk: interest rate risk, currency risk and
other market changes. Financial instruments affected by market risk include loans and borrowings and
deposits.
The sensitivity analysis in the following sections relate to the position as at March 31, 2022 and March 31,
2021.
The sensitivity analysis have been prepared on the basis that the amount of debt, the ratio of fixed to
floating interest rates of the debt and the proportion of financial instruments in foreign currencies are all
constant.
The following assumptions have been made in calculating the sensitivity analyses:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market
risks. This is based on the financial assets and financial liabilities held as at March 31, 2022 and March 31,
2021.
C1. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of change in market interest rates. The Group’s exposure to the risk of changes in market interest
rates relates primarily to the Group’s working capital obligations with floating interest rates.
Set out below are the carrying amounts of lease liabilities and the movements during the year:
b. Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for is Nil
(March 31, 2021: Nil).
c. Contingent Liabilities
(i) (a) In the previous year, the Company had received a draft Transfer Pricing (TP) assessment order
for A.Y. 2017-2018 under section 92CA(3) of Income Tax Act, 1961 proposing an adjustment of Rs.
6,285.52 lakhs involving tax implication of approximately Rs. 1,400.00 lakhs, excluding penalty. The
adjustments majorly pertains to transfer pricing margin adjustment and interest on loans and
advances to subsidiaries. During the current year, the Company has received the final order with
the proposed adjustment as mentioned in the draft order. Management has filed an appeal with
the tax authorities and is currently pending with Commissioner (Appeals) /Dispute Resolution
Panel (DRP).
(b) In the current year, the Company had received a draft Transfer Pricing (TP) assessment order
for A.Y. 2018-2019 under section 92CA(3) of Income Tax Act, 1961 proposing an adjustment of
Rs. 1,122.60 lakhs involving tax implication of approximately Rs. 380.00 lakhs, excluding penalty.
The adjustments majorly pertains to transfer pricing margin adjustment and interest on loans
and advances to subsidiaries. Management has filed an appeal with the tax authorities and is
currently pending with Dispute Resolution Panel (DRP).
Management has assessed the order and based on expert advice and its documentation relating
to the international transactions, believes that the Company has a strong basis to support its
position and that the likelihood of any liability devolving on the Company is remote.
(ii) In the previous year, the Company has received a show cause notice from the Department of Foreign
Trade (DGFT) dated August 25, 2020 and from the Directorate of Revenue Intelligence (DRI), Ahmedabad
dated December 28, 2020, stating that the services provided by the Company are not covered under
technical testing and analysis services and it appears that the Company provides services through
subsidiaries in the foreign countries and accordingly the services rendered by the Company fall under
the definition of service rendered through commercial presence in a foreign country which is not eligible
for Service Exports from India Scheme (SEIS) benefits. The notice calls upon the Company to show cause
as to why (a) The Scrips granted amounting to Rs 659.93 lakhs for the year ended March 31, 2017, should
not be cancelled/ recovered from the Company and (b) The penalty should not be imposed as per
Customs Act, 1962.
The Company has filed responses against the aforesaid show cause notices as per the legal opinion.
Based on their internal assessment and legal opinion, Management believes that the software testing
services being provided by the Company are eligible under the SEIS and will be able to establish the
services will not fall in the category of “Supply of services through commercial presence”. In view of the
above, the Management believes that the export incentive recognised for the period April 1, 2015 to March
31, 2020 amounting to Rs. 1,770.78 lakhs are fully recoverable (March 31, 2021: Rs. 1,770.78 lakhs).
(iii) (a) In the previous year, the Company has received a letter from Office of the Joint Director, Enforcement
Directorate, Hyderabad, initiating enquiry under the provisions of Foreign Exchange Management
Act, 1999 (FEMA) requesting for certain documents . The Joint Director had called for an in person
hearing where the Company had submitted the necessary information. The matter primarily relates
to issue of shares to a resident entity against money received from an overseas entity and other
procedural delays in filing documents.
(b) In the earlier years, the Company had made foreign investments aggregating to USD 1,002 equivalent
towards equity capital of three foreign subsidiaries without obtaining overseas direct investment
(ODI) certificate from RBI. The Company is in the process of obtaining ODI approval from RBI and is in
the process of compounding FEMA related non compliances.
(c) During the current year, the Company has incorporated subsidiaries i.e. Cigniti Technologies (SG)
Pte. Ltd, Singapore and Cigniti Technologies (CZ) Limited s.r.o, Czech Republic and is in the process of
obtaining approval from RBI with respect to the initial investment of SGD 1 and CZH 5,000 respectively.
Management is in the process of addressing the above matters and in view of the administrative/
procedural nature of these non-compliances, believes that they will not have a material impact on
the consolidated financial statements.
d. Other litigations
During the year Cigniti Technologies Inc., USA, subsidiary of the Company has filed a lawsuit against it’s
former employees for inter alia misappropriation of trade secrets and various breaches of contract and
fiduciary duty. The lawsuit is currently in progress and the Company believes that it has a strong chance
of success in it’s claims.
39 Capital management
For the purpose of the Group’s capital management, capital includes issued equity capital, securities
premium and all other equity reserves attributable to the equity holders. The primary objective of the Group’s
capital management is to maximise the shareholder value.
The Group manages its capital structure in consideration to the changes in economic conditions and the
requirements of the financial covenants. The Group monitors capital using a gearing ratio, which is net
debt divided by total capital plus net debt. The Group includes within net debt, interest bearing loans and
borrowings, less cash and cash equivalents. The Group’s policy is to keep the gearing ratio at an optimal level
to ensure that the debt related covenants are complied with.
Limited, UK
Cigniti Technologies -2.01% (952.98) 1.99% 182.88 - - 2.01% 182.88
(Australia) Pty Ltd, Australia
Cigniti Technologies (Canada) 1.31% 623.30 2.60% 238.28 - - 2.61% 238.28
Inc., Canada
Cigniti Technologies (SG) Pte. -0.18% (83.13) -0.89% (82.01) - - -0.90% (82.01)
Ltd, Singapore
Cigniti Technologies (CZ) -0.32% (151.81) -1.64% (150.18) - - -1.65% (150.18)
Management Reports
191
March 31, 2021
Net assets, i.e., total assets Share in other Share in total comprehensive
Share in profit or loss
minus total liabilities comprehensive income income
Name of the entity in the
As a % of
Group
As a % of As a % of consolidated As a % of total
Amount in Amount in Amount in Amount in
consolidated consolidated other comprehensive
lakhs lakhs lakhs lakhs
net assets profit/(loss) comprehensive income
income
Parent – Cigniti Technologies 90.61% 35,057.54 51.68% 5,444.02 100.00% (40.43) 51.49% 5,403.59
Limited
Subsidiaries – Indian
Gallop Solutions Private 0.15% 59.60 0.00% (0.22) - - 0.00% (0.22)
Limited
Subsidiaries – Foreign
Cigniti Technologies Inc., USA 11.53% 4,460.14 46.36% 4,883.74 - - 46.54% 4,883.74
Cigniti Technologies (UK) -0.34% (131.11) -3.59% (378.17) - - -3.60% (378.17)
Limited, UK
Cigniti Technologies -2.90% (1,120.74) 2.96% 312.18 - - 2.97% 312.18
(Australia) Pty Ltd, Australia
Cigniti Technologies (Canada) 0.94% 365.39 2.59% 272.95 - - 2.60% 272.95
Inc., Canada
Gross amounts 100.00% 38,690.82 100.00% 10,534.50 100.00% (40.43) 100.00% 10,494.07
Adjustments arising out of (1,456.09) - (269.39) - (269.39)
consolidation
Net amounts 37,234.73 10,534.50 (309.82) 10,224.68
Corporate Overview Management Reports Financial Statement
42. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
44. Previous year figures have been regrouped/reclassified wherever necessary to conform to the current year’s
classification.
As per our report of even date.
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
STANDALONE
FINANCIAL
STATEMENTS
Key audit matters How our audit addressed the key audit matter
(a) Impairment assessment of investment in subsidiary (as described in note 4 of the Standalone Financial
Statements)
As at March 31, 2022, the Company has investment of Our audit procedures included the following:
Rs. 5,549.49 lakhs in Cigniti Technologies Inc., USA which
• We tested the design, implementation and operative
is tested for impairment annually, using discounted
effectiveness of management’s key internal controls
cash-flow models of subsidiary’s recoverable value over investment impairment assessment;
compared to the carrying value. The determination of
recoverable amounts of the Company’s investments • We assessed the methodology applied by the Company
in the subsidiary relies on management’s estimates in its impairment analysis. In making this assessment,
of forecast of future cash flows and their judgment we also evaluated the competence, professional
with respect to the forecast of the subsidiary’s future qualification, objectivity and independence of
Company’s specialists involved in the process;
performance.
• With the assistance of a specialist, we assessed the
The inputs to the impairment testing model include:
assumptions around the key drivers of the cash flow
• Projected revenue growth, operating margins and forecasts including discount rates, expected growth
operating cash-flows in the years 1-5; rates and terminal growth rates used, in consideration
of the current and estimated future economic
• Stable long-term growth rates beyond five years
conditions;
and in perpetuity; and
• We assessed the recoverable value headroom by
• Discount rates that represent the current market
performing sensitivity testing of key assumptions used;
assessment of the risks specific to the subsidiary,
taking into consideration the time value of money. • We discussed potential changes in key drivers as
compared to previous year/ actual performance with
The impairment test model includes sensitivity
management in order to evaluate whether the inputs
testing of key assumptions, including revenue growth,
and assumptions like projected revenue growth, EBIDTA,
operating margin and discount rate.
etc. used in the cash flow forecasts were suitable;
The impairment testing is considered a key audit
• We tested the arithmetical accuracy of the impairment
matter because the assumptions on which the tests model; and
are based are highly judgmental and are affected by
future market and economic conditions which are • We assessed the adequacy of the related disclosures
inherently uncertain, and because of the materiality as described in note 4 to the Standalone Financial
of the balance to the standalone financial statements Statements.
as a whole.
Allowance for credit losses for trade receivables including unbilled revenue (as described in note 38A of the
Standalone Financial Statements)
As at March 31, 2022 the Company has outstanding Our audit procedures included the following:
trade receivables and unbilled revenue of Rs. 9,637. 99
• We tested the design, implementation and
lakhs. The Company has determined the allowance
operative effectiveness of management’s key internal
for credit losses based on the ageing status and
controls over allowance for credit losses;
historical loss experience adjusted to reflect current
and estimated future economic conditions. • We assessed the completeness and accuracy of
the information used in the estimation of probability
We considered this as key audit matter due to the
of default and tested historical payment record,
materiality of the amounts and significant estimate
correspondences with customers and subsequent
and judgements as stated above.
collection of the customers’ balances; and
• We performed procedures to test the ageing of
receivables, tested the mathematical accuracy and
computation of the allowance for credit losses and
assessed the allowance for expected credit loss made
by the management.
Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual Report but does not include the Standalone Financial Statements and our
auditor’s report thereon.
Our opinion on the Standalone Financial Statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether such other information is materially inconsistent with the
Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect
to the preparation of these Standalone Financial Statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, cash flows and changes in equity of
the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the Standalone
Financial Statements that give a true and fair view and are free from material misstatement, whether due to
fraud or error.
In preparing the Standalone Financial Statements, Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these Standalone Financial
Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls with reference to financial
statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including
the disclosures, and whether the Standalone Financial Statements represent the underlying transactions
and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the Standalone Financial Statements for the financial year ended March 31,
2022 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the
matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account;
(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015,
as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2022 taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being
appointed as a director in terms of Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial
Statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure
2” to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid/ provided
by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to
the Act;
(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone
Financial Statements – Refer Note 41(c) to the Standalone Financial Statements;
ii. The Company did not have any long-term contracts including derivative contracts during the year
ended March 31, 2022;
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company;
iv. a) The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person or entity, including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediaries shall, whether, directly or indirectly lend or invest in other person or entity identified
in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have been
received by the company from any person or entity, including foreign entities (“Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the company shall, whether,
directly or indirectly, lend or invest in other person or entity identified in any manner whatsoever by
or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries; and
c) Based on the audit procedures that were considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (a) and (b) contain any material misstatement.
v. a) The final dividend paid by the Company during the year in respect of the same declared for the
previous year is in accordance with section 123 of the Act to the extent it applies to payment of
dividend.
b) As stated in note 13 to the standalone financial statements, the Board of Directors of the Company
have proposed final dividend for the year which is subject to the approval of the members at the
ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act
to the extent it applies to declaration of dividend.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
______________________________
per Shankar Srinivasan
Partner
Place of Signature: Hyderabad Membership Number: 213271
Date: May 4, 2022 UDIN: 22213271AIJRCL3525
(b) According to the information and explanations given to us, there are no dues of income tax, goods and
service tax, provident fund, employees’ state insurance, customs duty, cess and other statutory dues
which have not been deposited on account of any dispute.
(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of
account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the
requirement to report on clause 3(viii) of the Order is not applicable to the Company.
(ix) (a) The Company has not defaulted in repayment of loans or borrowing or in payment of interest thereon
to any lender.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government
or any government authority.
(c) The Company did not have any term loans outstanding during the year. Accordingly, the requirement to
report on clause (ix)(c) of the Order is not applicable to the Company.
(d) On an overall examination of the standalone financial statements of the Company, no funds raised on
short-term basis have been used for long-term purposes by the Company.
(e) On an overall examination of the standalone financial statements of the Company, the Company has
not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.
The Company does not have any associate or joint venture.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries.
Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.
(x) (a) The Company has not raised any money during the year by way of public offer (including debt
instruments). Accordingly, the requirement to report on clause 3(x)(a) of the Order is not applicable to
the Company.
(b) The Company has not made any preferential allotment or private placement of shares /fully or partially
or optionally convertible debentures during the year under audit. Accordingly, the requirement to report
on clause 3(x)(b) of the Order is not applicable to the Company.
(xi) (a) No fraud by the Company or no fraud on the Company has been noticed or reported during the year.
(b) During the year, no report under sub-section (12) of section 143 of the Act has been filed by secretarial
auditor or by us in Form ADT – 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government.
(c) As represented to us by the management, there are no whistle blower complaints received by the
Company during the year.
(xii) The Company is not a nidhi company as per the provisions of the Act. Accordingly, the requirement to report
on clause 3(xii) of the Order is not applicable to the Company.
(xiii) Transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable
and the details have been disclosed in the notes to the standalone financial statements, as required by the
applicable accounting standards.
(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.
(b) The internal audit reports of the Company issued till the date of the audit report, for the period under
audit have been considered by us.
(xv) The Company has not entered into any non-cash transactions with directors or persons connected with
its directors. Accordingly, the requirement to report on clause 3(xv) of the Order is not applicable to the
Company.
(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without
obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank
of India Act, 1934.
(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank
of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the
Company.
(d) There is no Core Investment Company as part of the Group, hence, the requirement to report on clause
3(xvi) of the Order is not applicable to the Company.
(xvii) The Company has not incurred cash losses in the current year and preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to
report on Clause 3(xviii) of the Order is not applicable to the Company.
(xix) On the basis of the financial ratios disclosed in note 42 to the standalone financial statements, ageing
and expected dates of realization of financial assets and payment of financial liabilities, other information
accompanying the standalone financial statements, our knowledge of the Board of Directors’ and
management’s plans and based on our examination of the evidence supporting the assumptions, nothing
has come to our attention, which causes us to believe that any material uncertainty exists as on the date of
the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet
as and when they fall due within a period of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company. We further state that our reporting is based
on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that
all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the
Company as and when they fall due.
(xx) (a) In respect of other than ongoing projects, there are no unspent amounts that are required to be
transferred to a fund specified in Schedule VII of the Act, in compliance with second proviso to sub
section 5 of section 135 of the Act. This matter has been disclosed in note 27 to the standalone financial
statements.
(b) All amounts that are unspent under section 5 of section 135 of Companies Act, pursuant to any ongoing
project, has been transferred to special account in compliance of with provisions of sub section 6
of section 135 of the said Act. This matter has been disclosed in note 27 to the standalone financial
statements.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
______________________________
per Shankar Srinivasan
Partner
Place of Signature: Hyderabad Membership Number: 213271
Date: May 4, 2022 UDIN: 22213271AIJRCL3525
to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial
controls with reference to Standalone Financial Statements to future periods are subject to the risk that the
internal financial controls with reference to Standalone Financial Statements may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has maintained, in all material respects, adequate internal financial controls with
reference to Standalone Financial Statements and such internal financial controls with reference to Standalone
Financial Statements were operating effectively as at March 31, 2022, based on the internal control over financial
reporting criteria established by the Company considering the essential components of internal control stated
in the Guidance Note issued by the ICAI.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
______________________________
per Shankar Srinivasan
Partner
Place of Signature: Hyderabad Membership Number: 213271
Date: May 4, 2022 UDIN: 22213271AIJRCL3525
As at As at
Notes
March 31, 2022 March 31, 2021
Assets
Non-current assets
Property, plant and equipment 3 2,985.95 1,553.22
Intangible assets 3 - -
Right-to-use asset 41(a) 2,109.24 2,001.61
Deferred tax asset, net 12 489.78 529.17
Financial assets
Investments 4 6,941.31 6,941.31
Other financial assets 6 1,665.96 507.55
14,192.24 11,532.86
Current assets
Financial assets
Investments 5 12,012.95 8,046.27
Trade receivables 7 8,709.47 8,672.70
Cash and cash equivalents 8 1,140.89 1,513.85
Bank balances other than cash and cash equivalents 9 9,093.59 10,230.40
Other financial assets 6 3,191.14 3,263.47
Current tax assets, net 10 116.17 255.16
Other current assets 11 1,916.23 1,028.51
36,180.44 33,010.36
Total assets 50,372.68 44,543.22
Equity and liabilities
Equity
Equity share capital 13 2,805.25 2,802.00
Other equity 14 35,520.86 32,255.54
38,326.11 35,057.54
Liabilities
Non-current liabilities
Financial liabilities
Lease obligations 17 1,952.36 2,027.36
Long term provisions 19 1,768.96 1,234.54
3,721.32 3,261.90
Current liabilities
Financial liabilities
Short term borrowings 15 2,403.51 1,611.26
Trade payables 16
- total outstanding dues of micro enterprises and small enterprises 25.29 -
- total outstanding dues of creditors other than micro enterprises 997.94
1,225.98
and small enterprises
Lease obligations 17 908.64 744.67
Other financial liabilities 18 2,176.44 2,332.40
Short term provisions 19 232.35 131.62
Current tax liability, net 20 809.24 -
Other current liabilities 21 543.80 405.89
8,325.25 6,223.78
Total equity and liabilities 50,372.68 44,543.22
Summary of significant accounting policies 2.2
The accompanying notes are an integral part of the standalone financial statements.
As per our report of even date.
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
Equity Shares of Rs.10 each, issued, subscribed and fully paid No. Rs.
As at April 01, 2020 27,846,259 2,784.63
Add: Issued during the year (refer note 13) 173,750 17.38
As at March 31, 2021 28,020,009 2,802.01
Add: Issued during the year (refer note 13) 32,500 3.25
As at March 31, 2022 28,052,509 2,805.26
b. Other equity
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
• Level 3 — Valuation techniques for which • Fixed price contracts: Revenue from fixed-
the lowest level input that is significant price contracts is recognized as per the
to the fair value measurement is ‘percentage- of-completion’ method,
unobservable where the performance obligations are
satisfied over time and when there is
For assets and liabilities that are recognised
no uncertainty as to measurement or
in the standalone financial statements on
collectability of consideration. When there is
a recurring basis, the Company determines
uncertainty as to measurement or ultimate
whether transfers have occurred between
collectability, revenue recognition is
levels in the hierarchy by re-assessing
postponed until such uncertainty is resolved.
categorisation (based on the lowest level
Percentage of completion is determined
input that is significant to the fair value
based on the project costs incurred to date
measurement as a whole) at the end of each
as a percentage of total estimated project
reporting period.
costs required to complete the project. The
For the purpose of fair value disclosures, the input method has been used to measure
Company has determined classes of assets the progress towards completion as there
and liabilities on the basis of the nature, is direct relationship between input and
characteristics and risks of the asset or liability productivity.
and the level of the fair value hierarchy as
Contract balances:
explained above.
Contract assets
(e) Revenue from contract with customers
A contract asset is the right to consideration
The Company derives revenue primarily
in exchange for services transferred to
from software testing services. Revenue
the customer. If the Company performs
from contracts with customers is recognised
by transferring services to a customer
when control of the services are transferred
before the customer pays consideration or
to the customer at an amount that reflects
before payment is due, a contract asset is
the consideration to which the Company
recognized for the earned consideration that
expects to be entitled in exchange for those
is conditional.
services. The Company has concluded that it
is the principal in its revenue arrangements Trade receivables
since it is the primary obligor in all the revenue
A receivable represents the Company’s
arrangements as it has pricing latitude and is
right to an amount of consideration that is
also exposed to credit risks. Revenue is net of
unconditional (i.e., only the passage of time is
volume discounts/price incentives which are
required before payment of the consideration
estimated and accounted for based on the
is due). Refer to accounting policies of financial
terms of contract.
assets in section Financial instruments – initial
Rendering of services recognition and subsequent measurement.
Revenue from software testing services Contract liabilities
rendered to its subsidiary companies is
A contract liability is the obligation to transfer
recognized on accrual basis for services
services to a customer for which the Company
rendered and billed as per the terms of
has received consideration (or an amount of
specific contract, which is on the basis of cost
consideration is due) from the customer. If
expended plus an agreed profit margin.
a customer pays consideration before the
The method for recognizing revenues and Company transfers services to the customer,
costs depends on the nature of services a contract liability is recognized when the
rendered to others as mentioned below: payment is made or the payment is due
(whichever is earlier). Contract liabilities are
• Time and material: Revenue from time and
recognized as revenue when the Company
material contracts are recognized as the
performs under the contract.
related services are performed, which is
pursued based on the efforts spent and Other income
agreed rate with the customer. Revenue
• Income from Government incentive
from the end of the last invoicing to the
reporting date is recognized as unbilled Income from Services Exports from
revenue. India Scheme (‘SEIS’) incentives under
Government’s Foreign Trade Policy 2015- not a business combination and, at the
20 is recognised on expected realisable time of the transaction, affects neither the
value based on effective rate of incentive accounting profit nor taxable profit or loss
under the scheme, provided no significant
• In respect of taxable temporary
uncertainty exists for the measurability,
differences associated with investments
realisation and utilisation of the credit
in subsidiaries, when the timing of the
under the scheme. The receivables
reversal of the temporary differences can
related to SEIS scrips are classified as
be controlled and it is probable that the
‘Other financial assets’ as “Export incentive
temporary differences will not reverse in
receivable”
the foreseeable future
• Interest income is recognized on a time
Deferred tax assets are recognized for all
proportion basis taking into account the
deductible temporary differences, the carry
amount outstanding and rate applicable
forward of unused tax credits and any unused
in the transaction.
tax losses. Deferred tax assets are recognized
• Earnings and losses from investments is to the extent that it is probable that taxable
recognized based on changes in fair value profit will be available against which the
of investments during the year and are deductible temporary differences, and the
reported on net basis. carry forward of unused tax credits and
unused tax losses can be utilized, except:
• Foreign currency gains and losses are
reported on net basis. • When the deferred tax asset relating to
the deductible temporary difference
(f) Taxes
arises from the initial recognition of an
Current income tax asset or liability in a transaction that is
not a business combination and, at the
Current income tax assets and liabilities
time of the transaction, affects neither the
are measured at the amount expected to
accounting profit nor taxable profit or loss
be recovered from or paid to the taxation
authorities. The tax rates and tax laws used • In respect of deductible temporary
to compute the amount are those that are differences associated with investments
enacted or substantively enacted, at the in subsidiaries, deferred tax assets are
reporting date in the countries where the recognised only to the extent that it is
Company operates and generates taxable probable that the temporary differences
income. will reverse in the foreseeable future and
taxable profit will be available against
Current income tax relating to items
which the temporary differences can be
recognized outside profit or loss is recognized
utilised
outside profit or loss (either in OCI or in equity).
Current tax items are recognized in correlation The carrying amount of deferred tax assets is
to the underlying transaction either in OCI or reviewed at each reporting date and reduced
directly in equity. Management periodically to the extent that it is no longer probable that
evaluates positions taken in the tax returns sufficient taxable profit will be available to
with respect to situations in which applicable allow all or part of the deferred tax asset to be
tax regulations are subject to interpretation utilized. Unrecognized deferred tax assets are
and establishes provision where appropriate. re-assessed at each reporting date and are
recognized to the extent that it has become
Deferred tax
probable that future taxable profits will allow
Deferred tax is provided using the liability the deferred tax asset to be recovered.
method on temporary differences between
Deferred tax assets and liabilities are
the tax bases of assets and liabilities and
measured at the tax rates that are expected
their carrying amounts for financial reporting
to apply in the period when the asset is
purposes at the reporting date.
realized or the liability is settled, based on tax
Deferred tax liabilities are recognised for all rates and tax laws that have been enacted or
taxable temporary differences, except: substantively enacted at the reporting date.
• When the deferred tax liability arises from Deferred tax relating to items recognized
the initial recognition of goodwill or an outside profit or loss is recognized outside
asset or liability in a transaction that is profit or loss (either in OCI or in equity). Deferred
tax items are recognized in correlation to the impairment losses, if any. Property, plant
underlying transaction either in OCI or directly and equipment under installation or under
in equity. construction as at balance sheet are
shown as capital work-in-progress, and
Deferred tax assets and deferred tax liabilities
the related advances are shown as loans and
are offset if a legally enforceable right exists to
advances.
set off current tax assets against current tax
liabilities and the deferred taxes relate to the Subsequent expenditure related to an item
same taxable entity and the same taxation of property, plant and equipment is added
authority. to its book value only if it increases the future
benefits from the existing asset beyond its
Minimum Alternate Tax (MAT) paid in a year is
previously assessed standard of performance
charged to the statement of profit and loss
or extends its estimated useful life.
as current tax. The Company recognizes MAT
credit available as an asset only to the extent An item of property, plant and equipment
that there is convincing evidence that the and any significant part initially recognised
Company will pay normal income tax during is derecognised upon disposal or when no
the specified period, i.e., the period for which future economic benefits are expected from
MAT credit is allowed to be carried forward. its use or disposal. Any gain or loss arising on
In the year in which the Company recognizes derecognition of the asset (calculated as the
MAT credit as an asset in accordance with difference between the net disposal proceeds
the Guidance Note on Accounting for Credit and the carrying amount of the asset) is
Available in respect of Minimum Alternative included in the statement of profit and loss
Tax under the Income-tax Act, 1961 issued by when the asset is derecognised.
the Institute of Chartered Accountants of
Depreciation
India, the said asset is created by way of credit
to the statement of profit and loss and shown Depreciation on property, plant and
as “MAT Credit Entitlement under Deferred Tax equipment is calculated on a straight-line
Asset.” The Company reviews the “MAT credit basis using the rates arrived at based on the
entitlement” asset at each reporting date useful lives estimated by the management.
and writes down the asset to the extent the The management has made technical
Company does not have convincing evidence assessment of the useful lives of the following
that it will pay normal tax during the specified classes of assets which coincides with the
period. lives prescribed under Schedule II of the
Companies Act, 2013:
GST paid on acquisition of assets or on
incurring expenses
Useful lives
Expenses and assets are recognized net of the estimated by the
Asset
amount of GST paid, except: management
(years)
• When the tax incurred on a purchase of
assets or services is not recoverable from Buildings 60
the taxation authority, in which case, the
Electrical equipment 10
tax paid is recognized as part of the cost
of acquisition of the asset or as part of the Leasehold Over the period of
expense item, as applicable improvements lease
payments also include the exercise price Generating Unit’s (CGU) fair value less costs
of a purchase option reasonably certain of disposal and its value in use. Recoverable
to be exercised by the Company and amount is determined for an individual asset,
payments of penalties for terminating unless the asset does not generate cash
the lease, if the lease term reflects inflows that are largely independent of those
the Company exercising the option to from other assets or Company of assets.
terminate. Variable lease payments that When the carrying amount of an asset or CGU
do not depend on an index or a rate are exceeds its recoverable amount, the asset is
recognised as expenses (unless they are considered impaired and is written down to its
incurred to produce inventories) in the recoverable amount.
period in which the event or condition that
In assessing value in use, the estimated future
triggers the payment occurs.
cash flows are discounted to their present
In calculating the present value of value using a pre-tax discount rate that
lease payments, the Company uses reflects current market assessments of the
its incremental borrowing rate at the time value of money and the risks specific to
lease commencement date because the asset. In determining fair value less costs
the interest rate implicit in the lease of disposal, recent market transactions are
is not readily determinable. After the taken into account. If no such transactions
commencement date, the amount of can be identified, an appropriate valuation
lease liabilities is increased to reflect the model is used.
accretion of interest and reduced for
Impairment losses of continuing operations
the lease payments made. In addition,
are recognised in the statement of profit and
the carrying amount of lease liabilities is
loss.
remeasured if there is a modification, a
change in the lease term, a change in the An assessment is made at each reporting date
lease payments (e.g., changes to future to determine whether there is an indication
payments resulting from a change in an that previously recognised impairment losses
index or rate used to determine such lease no longer exist or have decreased. If such
payments) or a change in the assessment indication exists, the Company estimates
of an option to purchase the underlying the asset’s or CGU’s recoverable amount.
asset. A previously recognised impairment loss is
reversed only if there has been a change
iii) Short-term leases and leases of low-
in the assumptions used to determine the
value assets
asset’s recoverable amount since the last
The Company applies the short-term impairment loss was recognised. The reversal
lease recognition exemption to its is limited so that the carrying amount of the
short-term leases of machinery and asset does not exceed its recoverable amount,
equipment (i.e., those leases that have a nor exceed the carrying amount that would
lease term of 12 months or less from the have been determined, net of depreciation,
commencement date and do not contain had no impairment loss been recognised
a purchase option). It also applies the for the asset in prior years. Such reversal is
lease of low-value assets recognition recognised in the statement of profit or loss.
exemption to leases of office equipment After impairment, amortisation is provided on
that are considered to be low value. Lease the revised carrying amount of the asset over
payments on short-term leases and its remaining useful life.
leases of low-value assets are recognised
(l) Provisions, contingent liabilities and
as expense on a straight-line basis over
commitments
the lease term.
Provisions are recognised when the Company
(k) Impairment of non-financial assets
has a present obligation (legal or constructive)
The Company assesses, at each reporting as a result of a past event, it is probable
date, whether there is an indication that an that an outflow of resources embodying
asset may be impaired. If any indication exists, economic benefits will be required to settle
or when annual impairment testing for an asset the obligation and a reliable estimate can
is required, the Company estimates the asset’s be made of the amount of the obligation.
recoverable amount. An asset’s recoverable When the Company expects some or all of a
amount is the higher of an asset’s or Cash- provision to be reimbursed, for example, under
liability or asset. The Company recognises the reporting date until the vesting date reflects
following changes in the net defined benefit the extent to which the vesting period has
obligation as an expense in the statement of expired and the Company’s best estimate
profit and loss: of the number of equity instruments that will
ultimately vest. The statement of profit and loss
• Service costs comprising current service
expense or credit for a period represents the
costs, past-service costs, gains and
movement in cumulative expense recognized
losses on curtailments and non-routine
as at the beginning and end of that period and
settlements; and
is recognized in employee benefits expense.
• Net interest expense or income
Service and non-market performance
Short term employee benefits conditions are not taken into account when
determining the grant date fair value of
Accumulated leave, which is expected to
awards, but the likelihood of the conditions
be utilized within the next twelve months, is
being met is assessed as part of the
treated as short-term employee benefit. The
Company’s best estimate of the number
Company measures the expected cost of
of equity instruments that will ultimately
such absences as the additional amount that
vest. Market performance conditions are
it expects to pay as a result of the unused
reflected within the grant date fair value. Any
entitlement that has accumulated at the
other conditions attached to an award, but
reporting date.
without an associated service requirement,
The Company treats accumulated leave are considered to be non-vesting conditions.
expected to be carried forward beyond twelve Non-vesting conditions are reflected in the fair
months, as long-term employee benefit for value of an award and lead to an immediate
measurement purposes. Such long-term expensing of an award unless there are also
compensated absences are provided for service and/or performance conditions.
based on the actuarial valuation using the
No expense is recognized for awards that
projected unit credit method at the year-end.
do not ultimately vest because non-market
Actuarial gains/losses are immediately taken
performance and/or service conditions have
to the statement of profit and loss and are not
not been met. Where awards include a market
deferred.
or non-vesting condition, the transactions are
However, the Company presents the entire treated as vested irrespective of whether the
provision towards accumulated leave as a market or non-vesting condition is satisfied,
current liability in the balance sheet, since it provided that all other performance and/or
does not have an unconditional right to defer service conditions are satisfied.
its settlement for twelve months after the
When the terms of an equity-settled
reporting date.
award are modified, the minimum expense
(n) Share-based payments recognized is the expense had the terms
had not been modified, if the original terms
Employees (including senior executives) of the
of the award are met. An additional expense
Company receive remuneration in the form of
is recognized for any modification that
share-based payments, whereby employees
increases the total fair value of the share-
render services as consideration for equity
based payment transaction, or is otherwise
instruments (equity-settled transactions).
beneficial to the employee as measured at
Equity-settled transactions the date of modification. Where an award is
The cost of equity-settled transactions is cancelled by the entity or by the counterparty,
determined by the fair value at the date any remaining element of the fair value of the
when the grant is made using an appropriate award is expensed immediately through profit
valuation model. or loss.
That cost is recognized, together with a The dilutive effect of outstanding options is
corresponding increase in Share-Based reflected as additional share dilution in the
Payment reserves in equity, over the period computation of diluted earnings per share.
in which the performance and/or service (o) Financial instruments
conditions are fulfilled in employee benefits
A financial instrument is any contract that
expense. The cumulative expense recognized
gives rise to a financial asset of one entity
for equity-settled transactions at each
The Company’s business model for managing a) The objective of the business model is
financial assets refers to how it manages achieved both by collecting contractual
its financial assets in order to generate cash flows and selling the financial assets,
cash flows. The business model determines and
whether cash flows will result from collecting b) The asset’s contractual cash flows
contractual cash flows, selling the financial represent SPPI.
assets, or both. Debt instruments included within the FVTOCI
Purchases or sales of financial assets that category are measured initially as well as
require delivery of assets within a time frame at each reporting date at fair value. Fair
established by regulation or convention in value movements are recognized in the OCI.
the market place (regular way trades) are However, the Company recognizes interest
recognized on the trade date, i.e., the date that income, impairment losses & reversals
the Company commits to purchase or sell the and foreign exchange gain or loss in the
asset. statement of profit and loss. On derecognition
of the asset, cumulative gain or loss previously
Subsequent measurement
recognized in OCI is reclassified from the
For purposes of subsequent measurement, equity to statement of profit and loss. Interest
financial assets are classified in four earned whilst holding FVTOCI debt instrument
categories: is reported as interest income using the EIR
method.
Equity instruments included within the FVTPL b) Trade receivables or any contractual right
category are measured at fair value with all to receive cash or another financial asset
changes recognized in the statement of profit that result from transactions that are
and loss. within the scope of Ind AS 11 and Ind AS 18.
• All contractual terms of the financial The Company’s financial liabilities include
instrument (including prepayment, trade and other payables and loans and
extension, call and similar options) over the borrowings including bank overdrafts and
expected life of the financial instrument. cash credits.
However, in rare cases when the expected
Subsequent measurement
life of the financial instrument cannot
be estimated reliably, then the entity is The measurement of financial liabilities
required to use the remaining contractual depends on their classification, as described
term of the financial instrument below:
• Cash flows from the sale of collateral held Financial liabilities at FVTPL
or other credit enhancements that are Financial liabilities at FVTPL include financial
integral to the contractual terms liabilities held for trading and financial
As a practical expedient, the Company liabilities designated upon initial recognition
evaluates individual balances to determine as at FVTPL. Financial liabilities are classified
impairment loss allowance on its trade as held for trading if they are incurred for the
receivables. The evaluation is based on its purpose of repurchasing in the near term.
historically observed default rates over the Gains or losses on liabilities held for trading
expected life of the trade receivables and is are recognised in the profit or loss.
adjusted for forward-looking estimates. At
every reporting date, the historical observed Financial liabilities designated upon initial
default rates are updated and changes in the recognition at FVTPL are designated as such
forward-looking estimates are analysed. at the initial date of recognition, and only if the
criteria in Ind AS 109 are satisfied. For liabilities
ECL impairment loss allowance (or reversal) designated as FVTPL, fair value gains/ losses
recognized during the period is recognized attributable to changes in own credit risk are
as income/ expense in the statement of profit recognized in OCI. These gains/loss are not
and loss. This amount is reflected under the subsequently transferred to statement of
head ‘other expenses’ in the statement of profit and loss. However, the Company may
profit and loss. Financial assets measured as transfer the cumulative gain or loss within
at amortised cost and contractual revenue equity. All other changes in fair value of such
receivables: ECL is presented as an allowance, liability are recognised in the statement of
i.e., as an integral part of the measurement profit or loss. The Company has not designated
of those assets in the balance sheet. The any financial liability as at FVTPL.
allowance reduces the net carrying amount.
Until the asset meets write-off criteria, the Loans and borrowings
Company does not reduce impairment After initial recognition, interest-bearing loans
allowance from the gross carrying amount. and borrowings are subsequently measured
For assessing increase in credit risk and at amortised cost using the EIR method. Gains
impairment loss, the Company combines and losses are recognized in profit or loss
financial instruments on the basis of shared when the liabilities are derecognised as well
credit risk characteristics with the objective as through the EIR amortisation process.
of facilitating an analysis that is designed to Amortised cost is calculated by taking
enable significant increases in credit risk to be into account any discount or premium on
identified on a timely basis. acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is
included as finance costs in the statement of and short-term deposits with an original
profit and loss. maturity of three months or less, which are
subject to an insignificant risk of changes in
Derecognition
value.
A financial liability is derecognised when the
For the purpose of the statement of cash flows,
obligation under the liability is discharged or
cash and cash equivalents consist of cash
cancelled or expires. When an existing financial
and short-term deposits, as defined above,
liability is replaced by another from the same
net of outstanding bank overdrafts as they are
lender on substantially different terms, or the
considered an integral part of the Company’s
terms of an existing liability are substantially
cash management.
modified, such an exchange or modification
is treated as the derecognition of the original (q) Segment information
liability and the recognition of a new liability.
The Company has only one reportable
The difference in the respective carrying
business segment, which is rendering of
amounts is recognized in the statement of
software testing services. Accordingly, the
profit or loss.
amounts appearing in the standalone
Reclassification of financial assets financial statements relate to the Company’s
single business segment.
The Company determines classification
of financial assets and liabilities on initial (r) Corporate social responsibility
recognition. After initial recognition, no
The Company charges its Corporate Social
reclassification is made for financial assets
Responsibility expenditure to the statement of
which are equity instruments and financial
profit and loss.
liabilities. For financial assets which are debt
instruments, a reclassification is made only (s) Dividend
if there is a change in the business model
The Company recognises a liability to pay
for managing those assets. Changes to the
dividend to equity holders of the parent
business model are expected to be infrequent.
when the distribution is authorised, and the
The Company’s senior management
distribution is no longer at the discretion of the
determines change in the business model as
Company. As per the corporate laws in India, a
a result of external or internal changes which
distribution is authorised when it is approved
are significant to the Company’s operations.
by the shareholders. A corresponding amount
Such changes are evident to external parties.
is recognised directly in equity.
A change in the business model occurs
when the Company either begins or ceases (t) Earnings per share
to perform an activity that is significant to Basic earnings per share is calculated by
its operations. If the Company reclassifies dividing the net profit or loss attributable to
financial assets, it applies the reclassification equity holder (after deducting preference
prospectively from the reclassification date dividends and attributable taxes) by the
which is the first day of the immediately weighted average number of equity shares
next reporting period following the change outstanding during the period. Partly paid
in business model. The Company does not equity shares are treated as a fraction of
restate any previously recognized gains, an equity share to the extent that they are
losses (including impairment gains or losses) entitled to participate in dividends relative to
or interest. a fully paid equity share during the reporting
Offsetting of financial instruments period. The weighted average number of
equity shares outstanding during the period
Financial assets and financial liabilities
is adjusted for events such as bonus issue,
are offset and the net amount is reported
bonus element in a rights issue, share split, and
in the balance sheet if there is a currently
reverse share split (consolidation of shares)
enforceable legal right to offset the recognized
that have changed the number of equity
amounts and there is an intention to settle on
shares outstanding, without a corresponding
a net basis, to realise the assets and settle the
change in resources.
liabilities simultaneously.
For the purpose of calculating diluted earnings
(p) Cash and cash equivalents
per share, the net profit or loss for the period
Cash and cash equivalent in the balance attributable to equity shareholders of the
sheet comprise cash at banks and on hand parent company and the weighted average
number of shares outstanding during the all parties to understand and interpret the
period are adjusted for the effects of all Standards.
dilutive potential equity shares.
The amendments made in following
2.3 New and amended standards standards due to Conceptual Framework for
Financial Reporting under Ind AS .includes
The Company applied for the first-time certain
amendment of the footnote to the definition
standards and amendments, which are effective
of an equity instrument in Ind AS 102- Share
for annual periods beginning on or after 1 Apr 2021.
Based Payments, footnote to be added for
The Company has not early adopted any other
definition of liability i.e. definition of liability is
standard or amendment that has been issued but
not revised on account of revision of definition
is not yet effective:
in conceptual framework in case of Ind AS
(i) Interest Rate Benchmark Reform – Phase 2: 37 - Provisions, Contingent Liabilities and
Amendments to Ind AS 109, Ind AS 107, Ind AS Contingent Assets etc.
104 and Ind AS 116
The MCA has notified the Amendments to Ind
The amendments provide temporary reliefs AS consequential to Conceptual Framework
which address the financial reporting effects under Ind AS vide notification dated June 18, 2021,
when an interbank offered rate (IBOR) is applicable for annual periods beginning on or
replaced with an alternative nearly risk-free after April 1, 2021. Accordingly, the Conceptual
interest rate (RFR). Framework is applicable for preparers for
accounting periods beginning on or after 1 April
The amendments include the following
2021. These amendments had no impact on the
practical expedients:
financial statements of the Company.
- A practical expedient to require
(iii) Ind AS 116: COVID-19 related rent concessions
contractual changes, or changes to
cash flows that are directly required by MCA issued an amendment to Ind AS 116
the reform, to be treated as changes to Covid-19-Related Rent Concessions beyond
a floating interest rate, equivalent to a 30 June 2021 to update the condition for
movement in a market rate of interest lessees to apply the relief to a reduction in
lease payments originally due on or before 30
- Permit changes required by IBOR reform
June 2022 from 30 June 2021. The amendment
to be made to hedge designations
applies to annual reporting periods beginning
and hedge documentation without the
on or after 1 April 2021. In case a lessee has
hedging relationship being discontinued
not yet approved the financial statements for
- Provide temporary relief to entities from issue before the issuance of this amendment,
having to meet the separately identifiable then the same may be applied for annual
requirement when an RFR instrument is reporting periods beginning on or after 1 April
designated as a hedge of a risk component 2020. These amendments had no impact on
the financial statements of the Company.
These amendments had no impact on
the financial statements of the Company. (iv) Ind AS 103: Business combination
The Company intends to use the practical
The amendment states that to qualify for
expedients in future periods if they become
recognition as part of applying the acquisition
applicable.
method, the identifiable assets acquired and
(ii) Conceptual framework for financial liabilities assumed must meet the definitions
reporting under Ind AS issued by ICAI of assets and liabilities in the Framework for
the Preparation and Presentation of Financial
The Framework is not a Standard and it does
Statements in accordance with Indian
not override any specific standard. Therefore,
Accounting Standards* issued by the Institute
this does not form part of a set of standards
of Chartered Accountants of India at the
pronounced by the standard-setters. While,
acquisition date. Therefore, the acquirer does
the Framework is primarily meant for the
not recognise those costs as part of applying
standard-setter for formulating the standards,
the acquisition method. Instead, the acquirer
it has relevance to the preparers in certain
recognises those costs in its post-combination
situations such as to develop consistent
financial statements in accordance with other
accounting policies for areas that are not
Ind AS. These amendments had no impact on
covered by a standard or where there is
the financial statements of the Company.
choice of accounting policy, and to assist
(v) Amendment to Ind AS 105, Ind AS 16 and Ind (vii) Ind AS 103 – Business Combinations –
AS 28
The amendments specify that to qualify for
The definition of “Recoverable amount” is recognition as part of applying the acquisition
amended such that the words “the higher of method, the identifiable assets acquired and
an asset’s fair value less costs to sell and its liabilities assumed must meet the definitions
value in use” are replaced with “higher of an of assets and liabilities in the Conceptual
asset’s fair value less costs of disposal and its Framework for Financial Reporting under
value in use”. The consequential amendments Indian Accounting Standards (Conceptual
are made in Ind AS 105, Ind AS 16 and Ind AS Framework) issued by the Institute of Chartered
28. These amendments had no impact on the Accountants of India at the acquisition date.
financial statements of the Company. These changes do not significantly change
the requirements of Ind AS 103. The Company
Ministry of Corporate Affairs (“MCA”) notifies
does not expect the amendment to have any
new standards or amendments to the
significant impact in its financial statements.
existing standards under Companies (Indian
Accounting Standards) Rules as issued (viii) Ind AS 37 – Provisions, Contingent Liabilities
from time to time. On March 23, 2022, MCA and Contingent Assets –
amended the Companies (Indian Accounting
The amendment specifies that the ‘cost of
Standards) Amendment Rules, 2022, as below:
fulfilling’ a contract comprises the ‘costs that
(vi) Ind AS 16 – Property Plant and equipment – relate directly to the contract’. Costs that
relate directly to a contract can either be
The amendment clarifies that excess of net
incremental costs of fulfilling that contract
sale proceeds of items produced over the
(examples would be direct labour, materials)
cost of testing, if any, shall not be recognised
or an allocation of other costs that relate
in the profit or loss but deducted from the
directly to fulfilling contracts (an example
directly attributable costs considered as
would be the allocation of the depreciation
part of cost of an item of property, plant, and
charge for an item of property, plant and
equipment. The effective date for adoption of
equipment used in fulfilling the contract). The
this amendment is annual periods beginning
effective date for adoption of this amendment
on or after April 1, 2022. The Company has
is annual periods beginning on or after April 1,
evaluated the amendment and there is no
2022, although early adoption is permitted.
significant impact on its consolidated financial
The Company has evaluated the amendment
statements.
and the impact is not expected to be material.
As at March 31, 2021 20.88 179.37 156.46 137.84 221.02 628.90 32.62 1,377.09 246.66 246.66
Charge for the year 4.25 57.49 21.48 26.87 51.36 452.14 21.72 635.31
As at March 31, 2022 25.13 236.86 177.94 164.71 272.38 1,081.04 54.34 2,012.40 246.66 246.66
Net book value
As at March 31, 2021 172.65 346.12 160.64 193.39 131.08 405.86 143.48 1,553.22 - -
As at March 31, 2022 168.40 299.57 139.16 167.24 79.95 2,009.87 121.76 2,985.95 - -
Pledge on property, plant and equipment:
Management Reports
Property, plant and equipment with a carrying amount of Rs. 2,985.95 lakhs (March 31, 2021: Rs. 1,553.22 lakhs) are subject to charge to secure cash credit
facility from bank.
225
Cigniti Technologies Ltd.
4 Investments
c) During the current year, the Company has incorporated subsidiaries in Singapore and Czech Republic.
Investments with respect to share capital subscription of such entities is in progress as at balance sheet
date as the company is in the process of making the required filing with Reserve Bank of India.
*Investment value rounded off in lakhs.
Financial assets
There are no loans or deposits given, covered under section 186(4) of Companies Act, 2013.
5 Current investments
7 Trade receivables
As at March, 31 2021
Recognised in
Opening
the statement of Closing balance
balance
profit and loss*
Deferred tax assets/(liabilities) in relation to :
Property, plant and equipment and intangible asset, 22.38 51.82 (29.44)
the impact of difference between tax depreciation/
amortisation charged to financial reporting
Provision for employee benefits 350.74 (152.95) 503.69
Provision for doubtful debts 31.88 (16.42) 48.30
Right to use assets/lease obligation 197.42 8.22 189.20
Revaluations of current investments to fair value (73.25) 148.72 (221.97)
529.17 39.39 489.78
* Includes deferred tax credit of Rs. 19.09 lakhs recognised through other comprehensive income on re-
measurement losses on employee defined benefit plans.
March 31, 2021
Recognised in Closing
Opening
the statement of
balance balance
profit and loss
The Company has taken loans against security of current assets and quarterly returns or statements of
current assets filed by the Company with bank are in agreement with the books of accounts.
16. Trade payables
Undisputed outstanding
dues
Undisputed outstanding
dues
Non-current Current
March March 31, March 31, March 31,
31, 2022 2021 2022 2021
Lease obligations (refer note 41 (a)) 1,952.36 2,027.36 908.64 744.67
1,952.36 2,027.36 908.64 744.67
Interest payable is normally settled monthly throughout the financial year.
19. Provisions
24 Finance income
27 Other expenses
Payment to Auditor
(c) Amount spent during the year Paid in cash Paid in cash
i) Construction/Acquisition of any asset - -
ii) On purposes other than (i) above 127.81 106.87
(d) Details related to spent / unspent obligations
i) Contribution to Public Trust - -
ii) Contribution to Charitable Trust 186.42 30.00
iii) Unspent amount in relation to:
- Ongoing project 18.26 76.87
- Other than ongoing project - -
Nature of CSR Activities: Promoting education, healthcare initiatives, and other social projects.
Details of ongoing projects
29 Finance costs
30 Taxes
(a) Income tax expense:
The major components of income tax expenses for the year ended March 31, 2022 and for the year
ended March 31, 2021 are:
E) Remeasurement adjustments:
(i) The principal assumptions used in determining gratuity for the Company’s plans are shown below:
The weighted average fair value of options granted during the year was Rs 272.16 (March 31, 20210: Rs 170.61).
The range of exercise prices for the options outstanding at the beginning, forfeited, exercised, expired and
outstanding at the end of the year is Rs 10 - Rs 506 (March 31, 2021: Rs 10 - Rs 393).
The following tables list the inputs to the models used for the current year March 31, 2022 and the previous
year ended March 31, 2021:
Cigniti
Cigniti Cigniti Cigniti
Cigniti Technologies Gallop Cigniti Cigniti
Technologies Technologies Technologies
Subsidiaries Technologies (Australia) Solutions Pvt. Technologies Technologies
(Canada) Inc., (UK) Limited, (NZ) Limited,
Inc., USA Pty Ltd, Ltd, India (SG) Pte. Ltd. (CZ) Limited
Canada UK New Zealand
Australia
Transactions
Rendering of software 37,127.48 600.10 2,911.95 320.44 - - - -
testing services
Reimbursement of expenses 77.28 27.03 38.68 13.46 - 0.22 83.45 -
incurred by CTL India
Reimbursement of expenses (41.82) - - - - - - -
incurred by CT Inc. USA
Balances outstanding
receivable/(payable)
Trade receivable 5,815.24 159.29 1,401.00 183.19 20.44 - - -
Corporate Overview
247
For the year ended March 31, 2021
Cigniti
Cigniti Cigniti Cigniti
Cigniti Technologies Gallop Cigniti Cigniti
Technologies Technologies Technologies
Subsidiaries Technologies (Australia) Solutions Pvt. Technologies Technologies
(Canada) (UK) Limited, (NZ) Limited,
Inc., USA Pty Ltd, Ltd, India (SG) Pte. Ltd. (CZ) Limited
Inc., Canada UK New Zealand
Australia
Transactions
Rendering of software 24,635.06 1,073.18 1,977.24 319.33 - - - -
testing services
Reimbursement of expenses 20.67 3.48 10.76 2.18 - 0.01 - -
incurred by CTL India
Reimbursement of expenses (149.00) - - - - - - -
incurred by CT Inc. USA
Balances outstanding
receivable/(payable)
Trade receivable 6,392.92 482.39 879.17 149.67 20.44 - - -
Advances to related parties 42.65 1.75 13.60 - - - - -
Advances from related (2,212.78) - - - - (52.86) - -
parties
Investments 5,549.49 0.00 839.57 442.25 0.00 110.00 - -
B Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of
liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use
as per requirements. The Company manages liquidity risk by maintaining adequate reserves, banking
borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the
maturity profiles of financial assets and liabilities.
The table below summarises the maturity profile of the Company’s financial liabilities based on
contractual undiscounted payments:
March 31, 2022:
40 Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity holders. The primary objective of the Company’s
capital management is to maximise the shareholder value.
The Company manages its capital structure in consideration to the changes in economic conditions and
the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is
net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans
and borrowings, less cash and cash equivalents.
The Company’s policy is to keep the gearing ratio at an optimal level to ensure that the debt related
covenants are complied with.
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and
borrowings) and the movements during the year:
(ii) In the previous year, the Company has received a show cause notice from the Department of Foreign
Trade (DGFT) dated August 25, 2020 and from the Directorate of Revenue Intelligence (DRI), Ahmedabad
dated December 28, 2020, stating that the services provided by the Company are not covered under
technical testing and analysis services and it appears that the Company provides services through
subsidiaries in the foreign countries and accordingly the services rendered by the Company fall under
the definition of service rendered through commercial presence in a foreign country which is not eligible
for Service Exports from India Scheme (SEIS) benefits. The notice calls upon the Company to show cause
as to why (a) The Scrips granted amounting to Rs 659.93 lakhs for the year ended March 31, 2017, should
not be cancelled/ recovered from the Company and (b) The penalty should not be imposed as per
Customs Act, 1962.
The Company has filed responses against the aforesaid show cause notices as per the legal opinion.
Based on their internal assessment and legal opinion, Management believes that the software testing
services being provided by the Company are eligible under the SEIS and will be able to establish the
services will not fall in the category of “Supply of services through commercial presence”. In view of the
above, the Management believes that the export incentive recognised for the period April 1, 2015 to March
31, 2020 amounting to Rs. 1,770.78 lakhs are fully recoverable (March 31, 2021: Rs. 1,770.78 lakhs).
(iii) (a) In the previous year, the Company has received a letter from Office of the Joint Director, Enforcement
Directorate, Hyderabad, initiating enquiry under the provisions of Foreign Exchange Management
Act, 1999 (FEMA) requesting for certain documents . The Joint Director had called for an in person
hearing where the Company had submitted the necessary information. The matter primarily relates
to issue of shares to a resident entity against money received from an overseas entity and other
procedural delays in filing documents.
(b) In the earlier years, the Company had made foreign investments aggregating to USD 1,002 equivalent
towards equity capital of three foreign subsidiaries without obtaining overseas direct investment
(ODI) certificate from RBI. The Company is in the process of obtaining ODI approval from RBI and is in
the process of compounding FEMA related non compliances.
(c) During the current year, the Company has incorporated subsidiaries i.e. Cigniti Technologies (SG)
Pte. Ltd, Singapore and Cigniti Technologies (CZ) Limited s.r.o, Czech Republic and is in the process of
obtaining approval from RBI with respect to the initial investment of SGD 1 and CZH 5,000 respectively.
Management is in the process of addressing the above matters and in view of the administrative/
procedural nature of these non-compliances, believes that they will not have a material impact on
the consolidated financial statements.
(d) Other litigations:
During the year, Cigniti Technologies Inc., USA, subsidiary of the Company has filed a lawsuit against it's
former employees for inter alia misappropriation of trade secrets and various breaches of contract and
fiduciary duty. The lawsuit is currently in progress and the Company believes that it has a strong chance of
success in it's claims.
(vi) The Company did not have any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(vii) The Company does not have any transactions with companies struck off.
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government
or any government authority.
44 The code of Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-
employment received Presidential assent in September 2020 and its effective date is yet to be notified. The
Company will assess and record the impact of Code, once its effective.
45 Previous year figures have been regrouped/reclassified wherever necessary to conform to the current year’s
classification.
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
CIN: L72200TG1998PLC030081
Name of the company: Cigniti Technologies Limited
Registered office: Suit No.106 &107, 6-3-456/C, MGR Estates, Dwarakapuri Colony,
Panjagutta, Hyderabad– 500082. Telangana State,
Ph No 040-40382255, Fax: 040-40382299
Registered Address:
E-mail Id:
DP ID:
I/We, being the member (s) of …………. shares of the above named company, hereby appoint
1. Name : ……………………
Address :_
E-mail Id :
Signature: ……………., or failing him
2. Name : ……………………
Address:
E-mail Id :
Signature: ……………., or failing him
3. Name : …………………
Address:
E-mail Id:
Signature: …………….
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24th Annual General
Meeting of the Company, to be held on Thursday, 23rd day of June, 2022 at 10.00 A.M. at Deccan Stateroom, ITC
Kohenur, Madhapur, Hitech City, Hyderabad - 500 081, INDIA and at any adjournment thereof in respect of such
resolutions as are indicated below:
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office
of the Company, not less than 48 hours before the commencement of the Meeting.
ATTENDANCE SLIP
(Please present this slip at the Meeting venue)
I hereby record my presence at the 24th Annual General Meeting of the members of the company to be held
on Thursday, 23rd day of June, 2022 at 10.00 A.M. at Deccan Stateroom, ITC Kohenur, Madhapur, Hitech City,
Hyderabad - 500 081 and at any adjourned meeting thereof.
Shareholders/Proxy‘s Signature___________________________________
Note:
Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and
hand it over at the entrance of the meeting hall.
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Hyderabad, Telangana 500081