To
The Members,
Your Directors are pleased to present their Report on the business and operations of
your Company along with the Audited Financial Statements (Standalone and Consolidated) for
the Financial Year ('FY') ended March 31, 2023.
Financial Results
( R in million* except per share data)
Particulars |
|
Retained Business** |
|
|
Standalone |
Consolidated |
|
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
Revenues from Operations |
13,233 |
12,501 |
45,052 |
42,734 |
Other Income |
3,982 |
1,730 |
5,015 |
2,055 |
Total Income |
17,215 |
14,231 |
50,067 |
44,789 |
Operating Expenses |
12,850 |
12,235 |
42,610 |
40,101 |
Finance Cost |
1,008 |
1,254 |
1,373 |
1,568 |
Depreciation |
2,327 |
2,215 |
4,554 |
3,446 |
Total Expenses |
16,185 |
15,704 |
48,537 |
45,115 |
Profit Before Exceptional Items & Tax |
1,030 |
(1,473) |
1,530 |
(326) |
Exceptional Items |
- |
- |
(329) |
773 |
Provision for Taxes |
(1,386) |
(621) |
(1,022) |
709 |
Profit After Tax for the Period |
2,416 |
(852) |
2,881 |
(390) |
Share Capital |
525 |
418 |
525 |
418 |
Earnings Per Share in |
|
|
|
|
Basic |
45.99 |
(16.23) |
54.86 |
(7.43) |
Diluted |
45.99 |
(16.23) |
54.86 |
(7.43) |
* (1 million = R 10 lakhs)
** The Board of Directors of the Company, at its meeting held on February 17, 2022 had
considered and approved the Scheme of Arrangement between Hinduja Global Solutions Limited
(the Resulting Company' or the Company') and
NXTDIGITAL Limited (the Demerged Undertaking') for the demerger of Digital, Media
& Communications Business
Undertaking along with the investments in subsidiaries of NXTDIGITAL Limited into
Hinduja Global Solutions Limited
(Scheme')and had recommended the swap ratio of 20 equity share of 10/- each fully
paid-up of Hinduja Global Solutions Limited for every 63 equity shares of 10/- each fully
paid-up held by the shareholders of NXTDIGITAL
Limited. The Mumbai Bench of the Honourable National Company Law Tribunal (NCLT), vide
its order dated November 11, 2022 has approved the scheme with the appointed date of the
merger being February 01, 2022.
The effect of the scheme has been incorporated in the above results as per the
requirements of Appendix C to Ind AS 103 "Business Combination". Further, the
comparative financial figures have therefore been restated to include the impact of the
demerger. Accordingly, financial information for year ended March 31, 2022 has been
derived from audited financial information of the Company and reviewed
financialinformation of demerged undertaking of
NXTDIGITAL Limited.
Subsequent to the demerger of Digital, Media & Communications Business Undertaking
along with the investments in subsidiaries of NXTDIGITAL Limited with the Company with
effect from February 01, 2022, the Company has reassessed its provision for current taxes
and deferred taxes and has written back an amount of 14,890.40 lakhs relating to previous
year.
As per the swap ratio approved in the Scheme, the shareholders of NXTDIGITAL Limited
holding 3,36,71,621 equity shares (of NDL) were allotted 1,06,89,403 equity shares of
Hinduja Global Solutions Limited having face value of
10 each. Pursuant to the Scheme of Arrangement, shares of Hinduja Global Solutions
Limited are issued to the shareholders of NXTDIGITAL Limited. Earning per share and
Diluted Earning per share have also been restated for comparative periods considering the
shares issued to shareholders of NXTDIGITAL Limited.
Particulars |
|
Discontinued Operations** |
|
|
Standalone |
Consolidated |
|
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
Revenues from Operations |
- |
15,286 |
- |
25,322 |
Other Income |
1,152 |
29,845 |
1,152 |
66,783 |
Total Income |
1,152 |
45,131 |
1,152 |
92,105 |
Operating Expenses |
7 |
10,771 |
1,113 |
19,081 |
Finance Cost |
- |
329 |
- |
384 |
Depreciation |
- |
1,052 |
- |
1,465 |
Total Expenses |
7 |
12,152 |
1,113 |
20,930 |
Profit Before Exceptional Items & Tax |
1,145 |
32,979 |
39 |
71,175 |
Exceptional Items |
- |
- |
- |
- |
Provision for Taxes |
260 |
8,662 |
(423) |
10,171 |
Profit After Tax for the Period |
885 |
24,317 |
462 |
61,004 |
Earnings Per Share in |
|
|
|
|
Basic |
16.85 |
463.42 |
8.80 |
1,162.57 |
Diluted |
16.85 |
463.42 |
8.80 |
1,162.57 |
* (1 million = 10 lakhs)
** The Board of Directors of your company, in its meeting held on August 9, 2021, had
approved the sale of its healthcare services business ("HS Business") and the
transaction has been consummated on January 5, 2022.
Further, as on March 31, 2020, the Investment and Treasury segment operation of the
Media & Communication segment was classified as discontinued operation. During the
year ended March 31, 2022, the company has sold its investments classified as Fair Value
through P&L and investments classified as Fair
The Standalone and Consolidated Financial Statements for the year ended March 31, 2023,
have been prepared in accordance with the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) (Amendment) Rules, 2016, as amended,
(Ind AS'), as prescribed under Section 133 of the Companies Act, 2013 (the
Act') and other recognized accounting practices and policies to the extent applicable.
The financials for FY 2023 are not comparable to FY 2022 due to the following reasons:
i. Acquisition of Teklink International Inc.
On December 7, 2022, HGS CX Technologies Inc., a wholly owned subsidiary of HGS
International Mauritius, entered into definitive agreements for acquisition of
Teklink International Inc., USA (Teklink). The transaction was completed effective
February 28, 2023
ii. Increase in Share Capital
Issued and allotted 10,689,403 Equity Shares of 10/- each to the Shareholders of
NXTDIGITAL Limited pursuant to Scheme of Arrangement between NXTDIGITAL Limited and
Hinduja Global Solutions Limited and their respective shareholders to the eligible Members
whose names appeared in the Registrar of Members / List of Beneficial Owners as on
November 23, 2022, i.e. Record Date fixed by NDL [20 equity share of 10/- each fully
paid-up of HGSL for every 63 equity shares of 10/- each fully paid-up held by the
shareholders of NDL]; and
Issued/ allotted 35,750 Equity shares of 10/- each under ESOP Schemes (i.e., ESOP 2008
and ESOP 2011), pursuant to exercise of stock options by eligible employees.
Operating Performance
On a Consolidated basis, your Company's business registered a strong performance during
the financialyear ended March 31, 2023. As compared to the previous financial year,
Operating Revenues of the Business grew 5.4% to 45,052 million from 42,734 million.
Operating Revenues of BPM Business grew 9.4% from 32,637 million to 35,689 million and
Media Business operating revenues dropped 7.3% from 10,105 million to 9,371 million.
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) including Other
Income grew 59% from 4,689 million to 7,457 million.
Other Income during FY 2023 increased from 2,055 million to 5,015 million. This
sharp increase is primarily due to profits from the sale of property and forex gain.
PAT (Profit After Tax) from continuing operations for FY 2023 increased from a loss of
390 million to 2,881 million.This increase is due to improved operating performance,
increase in other income and reduction in provision for taxes.
Standalone financials comprise of the financials of the Company (BPM, HRO & Digital
Media) in India and its branch in Philippines.
On a standalone basis, your Company's business registered a strong performance during
the financial year ended
March 31, 2023. As compared to the previous financial year, Operating Revenues of the
Business grew 5.9% to 13,233 million from 12,501 million. Operating Revenues of BPM
Business grew 27.2% from 6,183 million to 7,864 million and Media Business operating
revenues dropped 15% from 6,324 million to 5,374 million.
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) including Other
Income grew 118.7% from 1,996 million to 4,365 million.
Other Income during FY 2023 increased from 1,730 million to 3,982 million. This sharp
increase is primarily due to interest income and forex gain.
PAT (Profit After Tax) from continuing operations for FY 2023 increased from a loss of
852 million to 2,416 million. This increase is due to improved operating performance,
increase in other income and reduction in provision for taxes.
A review of the Financial and Operating Performance of your Company and its key
subsidiaries have also been given in the Directors Report' and Management
Discussion and Analysis' section, which forms part of this report .
Other Financial Highlights
Consolidated Cash flow from operations and after working capital changes: 5,034 million
in FY 2022 to 1,243 million in FY 2023;
CAPEX: 2,947 million in FY 2023 as compared to 4,984 million in FY 2022;
Gross Debt (exclusive of finance lease liability) of 3,208 million as at March 31, 2023
as compared to 8,192 million as at March 31, 2022, i.e., a decrease of 4,984 million
during the year. This reduction is due to scheduled repayments as well as accelerated loan
repayments from the proceeds of the healthcare business;
Net Worth: 87,023 million as at March 31, 2023 as compared to 82,297 million as at
March 31, 2022, an increase of 5.7%;
Consolidated EPS for continuing operations (on post bonus share capital and allotment
of equity shares pursuant to the Scheme) has increased from a loss of 7.43 in FY 2022 to a
positive 54.86 in FY 2023;
Standalone EPS for continuing operations (on post bonus share capital and allotment of
equity shares pursuant to the Scheme) has increased from a loss of 16.23 in FY 2022 to
positive 45.99 in FY 2023.
Revenue Summary
Revenue by origination Geography US & Canada: 44.7%, UK & Europe: 21.0%, India:
28.4% and others: 5.9% .
Revenue by Verticals Media: 31.5%, Consumer: 19.9%, Banking and Financial
Services: 15.5%, Telecom and Technology: 11.8%, Public Sector: 11.8% and Others: 9.6%.
Business Highlights
Clientele: HGSL had 292 Business Process
Management (BPM) clients across its consumer engagement solutions and digital
businesses and 762 HRO/ Payroll processing clients. Digital
Media business (has a customer base of more than 5 million).
Delivery Centres: 35 global delivery centres across nine countries at the end of FY
2023.
Employee Headcount: 20,683 on March 31, 2023.
Focus on Consumer Engagement Services (CES) and Digital Media Business
Post sale of the Healthcare Business in FY 2022, your Company is focused on
strengthening its Consumer Engagement Solutions (CES), Technology Solutions and HRO/
Payroll businesses that support several top global brands across its nine verticals. The
Company is looking at further enhancing its Digital Media Services (NXTDIGITAL) business
in India, that was acquired in FY2023 through the Scheme of Arrangement with NXTDIGITAL.
Your Company is continuously exploring ways to strategically invest in building its
technology capabilities and make relevant acquisitions for the future growth of the
organization.
Dividend
Your Directors are pleased to recommend a final Dividend of 2.50 per equity share (25%
on face value of 10/- each) for FY 2022-23, subject to your approval at the ensuing Annual
General Meeting (AGM'). This is in addition to three Interim Dividends aggregating
to 12.50 per equity share of 10/- each for FY 2022-23 which were declared by the Board of
Directors (the Board) on August 12, 2022, November 14, 2022 and February 13,
2023, and have been duly paid. Thus, the total dividend for the financial year ended March
31, 2023 is 15 per equity share (150% on face value of 10/- each).
In view of changes made under the Income Tax Act, 1961, by Finance Act, 2020, dividends
paid or distributed by the Company shall be taxable in the hands of the Members. Your
Company shall, accordingly, make the payment of the final Dividend after deduction at
source, as applicable.
Pursuant to the requirements stipulated under Regulation 43A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended, (SEBI
Listing Regulations'), Dividend Distribution Policy has been hosted on the website of the
Company at https://hgs.cx/investors/corporate-policies/
Share Capital
During the financial year, your Company has issued/ allotted: i. 35,750 Equity Shares
of 10/- each under ESOP
Schemes (i.e. ESOP 2008 and ESOP 2011), pursuant to exercise of stock options by
eligible employees on December 21, 2022; and ii. 1,06,89,403 Equity Shares of 10/- each to
the
Shareholders of NXTDIGITAL Limited pursuant to Scheme of Arrangement between NXTDIGITAL
Limited (Demerged Company', or NDL) and Hinduja Global Solutions Limited
(Resulting Company' or the Company', or HGSL') and their respective
shareholders to the eligible Members whose names appeared in the Registrar of Members
/List of Beneficial Owners as on November 23, 2022, i.e. Record Date fixed by NDL.
Consequently, the issued, subscribed and paid-up capital of your Company has increased
from 4,17,95,132 equity shares on March 31, 2022 to 5,25,20,285 equity shares of 10/-
each, aggregating to 525.20 Million as on March 31, 2023.
During the financial year, your Company has not issued shares with differential voting
rights and sweat equity shares. The Company does not have any scheme to fund its employees
to purchase the shares of the Company. Further, no shares have been issued to employees of
the Company except under the ESOP Schemes and as mentioned above.
Transfer to Reserve
During the year under review, no amount was proposed to be transferred to the General
Reserves of your
Company out of the profits for
Business Review / Overview
Your Company is a global leader in optimizing the customer experience lifecycle,
digital transformation, business process management, and digital media ecosystem. Your
Company is helping its clients to become more competitive every day. HGS' core BPM
business combines automation, analytics, and artificial intelligence with deep domain
expertise focusing on digital customer experiences, back-office contact centers, and HRO
solutions. Your Company's expertise spans healthcare, telecommunications media,
technology, insurance, banking, consumer electronics, packaged goods, retail and public
sector verticals. HGS' digital media business, NXTDIGITAL is India's premier integrated
Digital Delivery Platforms Company delivering services via satellite, digital cable and
broadband to over 5 million customers across 1,500 cities and towns. Part of the
multi-billion-dollar conglomerate Hinduja Group, HGS takes a "globally local"
approach. HGS has 20,683 employees across 35 delivery centers globally as of March 31,
2023, making a difference to some of the world's leading brands. HGS has a strong delivery
presence in India, the Philippines, the UK, the US,
Canada, Jamaica and Colombia, and marketing in Australia and the Middle East. Detailed
information pertaining/ relating to Business Review has been provided in the
Management Discussion and Analysis' section, which forms part of this Report as Annexure
D'.
Completion of acquisition of digital, media and communication business undertaking of
NXTDIgITAL Limited
The Board of Directors of your Company, subject to requisite approvals/ consents, had
approved the Scheme of Arrangement between NXTDIGITAL Limited (Demerged Company' or
NDL') and Hinduja Global Solutions Limited (Resulting Company' or the
Company') and their respective shareholders (Scheme') under Sections 230-232 and
other applicable provisions, if any, of the Companies Act, 2013. Based on the Valuation
Reports of two reputed Independent Valuers, equity share entitlement ratio arrived at
20:63 [i.e. Twenty (20 Only) Equity Shares of HGSL of 10/- each fully paid up (i.e. post
issue of bonus equity shares by HGSL) for every Sixty Three (63 only) Equity Shares of NDL
of 10/- each fully paid up.] Post receipt of Observation Letters from BSE and NSE, both
dated May 31, 2022, conveying no adverse objection to the Scheme of Arrangement, the
Scheme of Arrangement was filed with Hon'ble NCLT, Mumbai Bench on June 09, 2022.
Hon'ble NCLT vide order dated July 29, 2022 directed the Company to convene the meeting
of Equity Shareholders of the Company. Accordingly, the approval of the Shareholders of
the Company (other than the promoters) was sought for the Scheme on September 2, 2022
which was approved with overwhelming majority. Post sanction of the Scheme by Hon'ble
NCLT, Mumbai Bench vide Order dated November 11, 2022, the Board of Directors of the
Company has issued/ allotted 1,06,89,403 equity shares of 10 each to the eligible Members/
Shareholders of NDL whose name appeared in the Register of Members/ Beneficial Ownership
of NDL as on Record date i.e. November 23, 2022. These equity shares were available for
trading effective December 14, 2022.
Acquisition of Teklink
On December 7, 2022, the Board of Directors of HGS CX Technologies Inc., USA, a step
down subsidiary of your Company, approved acquisition of 100% equity stake in Teklink
International Inc., USA (Teklink'). Further, the Board of your Company had also on
December 7, 2022 approved to enter into Business Transfer Agreement to acquire certain
assets/ contracts on going concern basis including employees from Teklink Software India
Private Limited, a subsidiary of Teklink. The acquisition was at upfront cash
consideration of USD 58.49 million on a cash-free debt-free basis and to be finalised for
closing adjustments. In addition, earn-out based additional consideration is payable based
on financial performance during the Calendar Year 2023 and 2024. In India, the Company
took on its rolls around 210 employees and acquire certain assets/ contracts on going
concern basis from Teklink Software India Private Limited, through Business Transfer
Agreement, for a consideration of 2.58 crore. The acquisition has been completed effective
on February 28, 2023.
Teklink International Inc. was founded in 2003. Teklink is based out of Chicago,
Illinois and operates in USA, Europe and India. Effective June 1, 2023, Teklink
International Inc. has been converted into Teklink International LLC.
TekLink, is a full-service financial planning and analytics service provider, including
design, implementation, and application management services. TekLink has built technical
and functional expertise across multiple industries, including consumer products, retail,
pharmaceuticals, manufacturing & distribution, utilities, and high tech. Teklink
supports over 60 clients, including one of the world's leading food manufacturers, an
American multinational confectionery, a global beverages giant, etc. TekLink is
headquartered in Warrenville,
IL, US, with presence in Europe and delivery centers in Hyderabad and Indore in India.
Teklink has strong credentials in the industry, with established partnerships with
Microsoft, SAP, Anaplan, etc. TekLink has recently been named a 2022 Gartner? Peer
Insights Customers'
Choice for Data & Analytics Service Providers. The acquisition will strengthen HGS'
digital solutions business by adding enhanced expertise in building data platforms,
analytics, and financial planning. It will also add complementary digital workforce bench
strength, with 275 seasoned technology and implementation professionals joining HGS as
part of the transaction.
Commencement of operations in Colombia
During the year under review, your Company launched global customer experience hub in
Barranquilla, Colombia to support multilingual customer experience needs with English,
Spanish, and Portuguese CX requirements. Colombia CX hub will support clients in the
logistics and consumer industries and add other clients subsequently. Colombia has been
growing steadily as an attractive nearshore destination for CX services. New hub in
Barranquilla will act as a catalyst to significantly scale CX capabilities for
expanding multilingual client base globally. By aligning marketing, IT, and customer
experience teams, your Company addresses some of today's biggest business challenges to
competitiveness and growth - labor, productivity, and technology - across industries. The
operations in Colombia are being carried by subsidiary company, HGS Colombia S.A.S.
Buyback of Equity Shares
On December 19, 2022, the Board of Directors of your Company announced Buyback of fully
paid up equity shares of the Company having a face value of 10 each from all shareholders/
beneficial owners of the Equity
Shares of the Company, on a proportionate basis, through the tender offer route, using
mechanism for acquisition of shares through stock exchange as prescribed under Securities
and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, (SEBI
Buyback Regulations') as amended, and such other circulars or notifications issued by the
Securities and Exchange
Board of India and the Act, and rules made thereunder, as amended, at a buyback price
not exceeding 1,700 per equity shares (Maximum Buyback Price) for an aggregate amount of
up to 1020 crore, excluding any expenses incurred or to be incurred for the Buyback viz.
brokerage, costs, fees, turnover charges, taxes such as buyback tax, securities
transaction tax and goods and services tax (if any), stamp duty, advisors fees, filing
fees, printing and dispatch expenses and other incidental and related expenses and charges
(Buyback Size). The maximum number of equity shares to be bought back were 60,00,000
(Sixty Lakhs) Equity Shares.
The Buyback represented 14.36% and 11.43% of the total paid up equity shares of the
Company as on September 30, 2022 and December 17, 2022, respectively. Further, the Buyback
Size represented 24.15% and 13.19% of the aggregate of the Company's fully paid-up equity
share capital and free reserves as per the special purpose condensed standalone and
consolidated audited financial statements of the Company for the period ended September
30, 2022, which was within 25% of the aggregate of the total paid-up capital and free
reserves of the Company in accordance with Regulation 4(i) of the SEBI Buyback
Regulations.
The Board has constituted a Committee named Buyback Committee' comprising of Mr.
Anil Harish, Chairman (Independent Director), Mr. Sudhanshu Tripathi, Member
(Non-executive Director) and Ms. Bhumika Batra, Member (Independent Director) and
delegated its powers to do such acts, deeds, matters, and things as it may, in its
absolute discretion, deem necessary, expedient, usual or proper in relation to the
proposed Buyback.
Post receiving approval of the Shareholders for the proposal of Buyback through Postal
Ballot on January 25, 2023, the public announcement of Buyback appeared in the following
newspapers on January 31, 2023:
Business Standard (English) - All Editions
Business Standard (Hindi) - All Editions
Sakal (Marathi) - Mumbai Edition
Draft Letter of Offer (DLOF') was filed with and Exchange Board of India
(SEBI') on February 7, 2023. The Record Date to determine the eligibility of
Shareholders of the Company for Buyback was March 6,
2023. Post receiving the final observation on DLOF, the Letter of Offer (LOF')
was sent to the Shareholders and the tendering period for the Buyback opened on Monday,
May 22, 2023 and closed on Friday, June 02, 2023. In terms of LOF, your Company had bought
back 60 lakhs equity shares, at a price of 1,700/- per equity share and total amount
utilized in the Buyback was 1,020 Crore, excluding Transaction Costs. The settlement of
the equity shares tendered in the Buyback was June 9, 2023. The entire process of Buyback
is complete and Buyback Committee cease to exist.
Post extinguishment of said 60 lakhs equity shares, the shareholding pattern of the
Company, pre and post Buyback, is as under:
Category |
Pre-Buyback |
Post-Buyback |
|
Number of Equity Shares |
% to the Existing Equity Share Capital |
Number of Equity Shares |
% to the post- Buyback Equity Share Capital |
Promoter and Promoter Group |
3,49,71,750 |
66.59 |
3,14,99,154 |
67.71 |
Domestic |
|
|
|
|
Institutional |
1,58,256 |
0.30 |
|
|
Investors |
|
|
|
|
Foreign |
|
|
|
|
Investors, |
|
|
|
|
including |
67,97,846 |
12.94 |
1,50,21,131 |
32.29 |
Foreign |
|
|
|
|
Institutional |
|
|
|
|
Investors |
|
|
|
|
Non-Institutional Investors |
1,05,92,433 |
20.17 |
|
|
Total |
5,25,20,285 |
100.00 |
4,65,20,285 |
100.00 |
Key subsidiaries
HgS International, Mauritius, a wholly-owned subsidiary of your Company, is
primarily engaged in investment activity. HGS International owns 100% of the share retail,
capital of HGS CX Technologies Inc. (incorporated on December 6, 2021), C-Cubed N.V.,
Curacao, Hinduja Global Solutions UK Ltd., HGS St. Lucia Ltd., Saint Lucia, Hinduja Global
Solutions MENA FZ-LLC, Dubai and
Diversify Offshore Staffing Solutions Pty Ltd., Australia.
HgS (USA), LLC, a wholly-owned subsidiary of Hinduja Global Solutions LLC, USA,
operates in four cities in the US. It partners with Fortune 1,000 companies and Government
agencies to provide comprehensive CRM programs in the verticals of consumer goods and
services, e-commerce, telecom, media and travel & logistics. HGS (USA), LLC also
subcontracts work to HGS India, its branch in the Philippines and to Team HGS in Jamaica.
For FY 2023, it recorded revenue of US$ 130.37 million as compared to US$ 129.58
million in FY 2022.
HgS Canada Inc., a wholly-owned subsidiary of HGS Canada Holding LLC (Step down
subsidiary of Hinduja Global Solutions LLC), is a Canadian Contact Center service
provider, servicing marquee customers across verticals such as Media, Telecom, Technology
and
Logistics. HGS Canada offers technical support, inbound and outbound sales, customer
care and customer retention in English and French languages.
For FY 2023, it recorded revenue of CAD 101.19 million as compared to CAD 99.33 million
in FY 2022.
Hinduja global Solutions UK Ltd. is a leading contact center company with centers
in Chiswick, Preston,
Liverpool, Caerphilly (Wales) and Selkirk (Scotland). It offers a range of services for
inbound and outbound interactions to marquee customers across verticals such as
Government, FMCG, financial services and retail.
For FY 2023, it recorded revenue of GBP 98.15 million as compared to GBP 114.20 million
in FY 2022.
Team HgS Ltd., Jamaica, began call center operations in FY 2013 at Kingston.
It services local Jamaican clients as well as US clients.
For FY 2023, it recorded revenue of Jamaican Dollars 3,740.23 million compared to
Jamaican Dollars 8,885.6 million in FY 2022.
HgS Digital LLC, is a wholly-owned subsidiary of Hinduja Global Solutions UK Ltd.
HGS Digital LLC is engaged in providing digital marketing services, digital consulting
services as well as cloud migration and cloud monitoring services.
For FY 2023, it recorded revenue of US$ 59.44 million as compared to US$ 36.4 million
in FY 2022 i.e. a growth of around 63.3%.
HgS Colombia S.A.S, incorporated in September 2022, is a wholly owned subsidiary of
Hinduja Global Solutions UK Limited. Operating in Colombia, HGS provides customer,
product, and technical support, non-voice, and back-office services in English and
Spanish. Clients finance, includecompanies thebankingand telecom, and consumer
electronics industries in the US and domestically in Colombia.
Teklink International Inc., is an USA enterprise, providing full-service financial
planning and analytics service provider, with presence in Europe and delivery centers in
Hyderabad and Indore in India. It provides a full-service financial planning and analytics
service provider to over 60 clients across multiple industries, including consumer
products, retail, pharmaceuticals, manufacturing & distribution, utilities, and high
tech. Effective February 28, 2023, the Company has acquired
Teklink International Inc., USA for an aggregate consideration of $ 7,134.23
million.
IndusInd Media & Communications Limited (IMCL'), business consists of
Passive infrastructure (owned real estate property being rented to Group and other
companies). Technical division providing technical services to its subsidiaries and
Holding of investments in subsidiaries who are Multi System Operators (MSOs'). The
subsidiaries of IMCL are all MSOs who are in the Cable TV industry, providing a platform
for transmitting TV signals through cable operators to end consumers. For FY 2022-23, it
recorded revenue from operations of 259.92 million as compared to 512.68 million in
FY 2022.
ONEOTT Intertainment Limited (ONEOTT'), an Internet Service Provider
(ISP') which provides its services to Retail consumers directly, through Local Cable
TV operators, networks enterprises consisting of small and medium sized enterprises &
provision of bulk bandwidth to other ISP's. The Company also provides network operations
services using fibre and related network equipment to customers in India. ONEOTT is also
engaged in downlinking of TV channels.
For FY 2022-23, it recorded revenue from operations of 3,220.90 million as compared to
2,552.12 million in FY 2022.
Bhima Riddhi Infotainment Private Limited (Bhima Riddhi'), is a subsidiary of
IMCL. Bhima Riddhi is a Multi System Operator (MSO), engaged primarily in the operation
and distribution of Television Channels through the medium Analogue, Digital and
Terrestrial Satellite cable Transmission and Distribution network in India. For FY
2022-23, it recorded revenue from operations of 748.08 million as compared to
695.73 million in FY 2022.
IN Entertainment (India) Limited (IN Entertainment') is a subsidiary of
ONEOTT.your Company's IN Entertainment is in the business of Content Distribution and
Tele-Shopping, Vouchers and also operates cable channels. The Company has access to cable
rights of various Hindi movies and licenses the same to national MSO's and Local Cable
Operators. IN Entertainment has a dedicated movie channel, CVO Movies' and a
shopping channel Shop24Seven M-Plex'.
For FY 2022-23, it recorded revenue from operations of 1,422.94 million as
compared to 775.09 million in FY 2022.
As on March 31, 2023, the Company has total 43 Subsidiaries.During the year under
review, the Company does not have any joint venture or associate company.
During FY 2022-23, Indusind Media & CommunicationsLimited, ONEOTT Intertainment
Limited, Bhima Riddhi Infotainment Private Limited, Darpita Trading Company Private
Limited, Sainath In Entertainment Private Limited, Sangli Media Services Private Limited,
Vinsat Digital
Private Limited, Ajanta Sky Darshan Private Limited, Apna Incable Broadband Service
Private Limited, Goldstar Infotainment Private Limited, Goldstar Noida Network Private
Limited, RBL Digital Cable Network Private Limited, Sunny Infotainment Private Limited,
United Mysore Network Private Limited, USN Networks Private Limited, Vistaar
Telecommunication & Infrastructure
Private Limited, IN Entertainment (India) Limited, Onemahanet Intertainment Private
Limited, Teklink International LLC, Teklink International AG and HGS Colombia S.A.S became
the subsidiaries of the Company. All these companies (except Teklink International LLC,
Teklink International AG, HGS Colombia S.A.S) became Subsidiaries of your Company pursuant
to the Scheme of Arrangement.
Hinduja Global Solutions Europe Limited ceased to be subsidiary of the Company
effective from August 30, 2022. Pursuant to Section 129(3) of the Act, a statement
containing the salient features of financial statements of your Company's subsidiaries in
Form AOC-1 is attached to the financial statements of your Company. Further, pursuant to
Section 136 of the Act, the financial statements of your Company, consolidated financial
statements along with relevant documents, and separate audited accounts with respect to
subsidiaries, as applicable, are available on the website of Company www.hgs.cx
Particulars of Loans, Guarantees and Investments
Particulars of Loans, Guarantees and Investments as per Section 186 of the Act have
been disclosed in this Annual
Report as part of the Notes to the financial statements.
Credit Rating
Duringtheyear,CRISILhas long term rating as CRISIL A+/Stable and short term rating of
CRISIL A1+.
Investor Education and Protection Fund (IEPF')
The detailed information pertaining to IEPF has been provided in the Report on
Corporate Governance', which forms part of this report as Annexure C'.
Communications and Public Relations
HGS doubled its effort on furthering brand awareness in FY 2023 with a strong messaging
relaunch centered on the theme: Champion Every Moment. Brands are built over time, but
they are made in moments that HGS get the opportunity to be part of everyday. The new
messaging is rooted in being a digital customer experience leader with the talent and
technologies needed to champion every moment. As such, your Company was recognized with
several elite distinctions in FY2023, many of them for being recognized consecutively year
after year. HGS has established itself as an industry thought leader through successful
earned media coverage, with an 9.15% media Share of Voice (SOV) in North America and a 23%
SOV in India.
With the continuation and expansive messaging relaunch, HGS continued to focus on
expanding thought leadership in digital customer experiences (CX') in addition to
the agency of agencies, HGS Interactive. Key messaging around CX, EX, Chatbots, Autonomous
CX and Leadership in Innovation supported our efforts in brand awareness and
differentiation. Notable coverage stemming from our Teklink acquisition, Axle, Colombia
office opening, and the Digital CX Survey supported our brand positioning throughout the
year in key outlets such as: Forbes, Authority Magazine, Information
Today, ZDNet, CMSWire, MediaPost, and more. These publications showcased HGS subject
matter experts and leadership prominently through contributed content, feature stories,
and quotes providing context and insights to issues affecting business leaders today.
In India, HGS continued to leverage media opportunities, social media, webinars, and
events to enhance visibility and thought leadership among key stakeholders like officials
investors,employees,andgovernment has shared information about its business growth,
digital transformation, mergers and acquisitions, digital media services, HR activities,
and community programs in key general, business and trade publications like The
Economic Times, Moneycontrol, Times of India, Business Standard, People Matters, etc.
With hybrid working continuing at HGS, your Company remained focused on driving a
combined model of virtual and in-office employee engagement through specific campaigns on
varied topics across internal communications, events and social media channels.
Corporate Social Responsibility (CSR')
As a socially responsible organisation, your Company is committed to contribute to the
overall development of the society. Your Company's CSR initiatives have a significant
focus on empowering economically and socially disadvantaged communities. To achieve goals,
your Company concentrates CSR efforts in the following core areas: healthcare, education,
skill development, water, rural development, and support for persons with disabilities.
CSR projects are designed to hone vocational skills of youth and persons with disabilities
with the objective of enhancing their employment opportunities and livelihood. Through
these initiatives, your Company strive to create positive social impact and promote
sustainable development.
Your Company continues to carry out CSR activities in the aforementioned areas and
continues to undertake CSR activities as specified in Schedule VII to the Act.
The Corporate Social Responsibility Committee (CSR Committee') of your Company as
at March 31, 2023, consists of following Members:
Mr. Anil Harish (DIN: 00001685), Independent Director Chairman
Mr. Paul Abraham (DIN: 01627449), Non-Executive Non-Independent Director Member
Mr. Partha DeSarkar (DIN: 00761144), Whole-time Director Member
During FY 2022-23, one meeting of CSR Committee was held on March 29, 2023.
The CSR Policy of your Company is guided by a structured process. The CSR Forum,
comprising senior employees, is responsible for identifying and evaluating potential CSR
projects and initiatives. The recommendations are then forwarded to the CSR Committee,
which reviews the proposals and assesses the associated costs in accordance with the
relevant laws and regulations. Upon completing its review, the CSR Committee recommends
approved projects to the Board for approval. Once approved, the CSR Forum oversees the
implementation of the projects and provides regular updates to the CSR Committee and Board
on the status of progress, expenses, and beneficiaries. Through this well-defined process,
your Company ensures that our CSR initiatives are thoroughly evaluated, aligned with
mission and values, and ultimately contribute for the betterment of the society.
The Report on CSR activities, in the format as required under the Companies (Corporate
Social Responsibility) Rules, 2014, as amended from time to time, is set out in Annexure
E' forming part of this report. The CSR Policy of the Company is also available
on the website of your Company at https://hgs.cx/investors/corporate-policies/
Directors' Responsibility Statement
The financial statements are prepared in accordance with Ind AS to the extent
applicable, as prescribed under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016,
as amended thereof.
As stipulated under the provisions contained in Section 134(3)(c) read with Section
134(5) of the Act, the Directors, based upon the information and explanations obtained by
them as also documents made available to them and to the best of their knowledge and
belief, state that: a) in preparation of the Annual Accounts for the financialyear ended
March 31, 2023, the applicable accounting standards have been followed and there have been
no material departures in the adoption and application thereof; b) they have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent, so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the Profit and Loss of the Company for
that period; c) they have taken proper and the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities. d) they
have prepared the Annual Accounts on a going concern basis. e) they have laid down
adequate internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively. f) they have devised proper
systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and are operating effectively.
Your Companyhas financialcontrols placeinternal framework which, inter-alia,
consist of function wise Status of Testing (Risk and Control Matrix, Test of Design,
Test of Operating Effectiveness), Summary of Controls (Key and Non-Key), Process level
controls (Process/ Function wise), IT General controls (Application wise and Process wise)
and Summary of Gaps in Process Level Controls, IT General Controls, etc. Total number of
controls including automated controls in FY 2022-23 has marginally decreased due to
streamlining in processes and change in business conditions. Such framework is
periodically tested internally, as well as reviewed and tested by the external consultant.
Based upon the said framework and the compliance systems established and maintained by the
Company, work performed by the statutory, internal and secretarial auditors, including
audit financial of internal financial reviews carried on by the Management, confirmations
provided by the external consultants and update on such Framework' presented to the
Audit Committee and to the Board, the Board is of the opinion that your Company's adequate
and effective internalfinancial during FY 2022-23.
Number of Meetings of the Board
During FY ended March 31, 2023, Twelve (12) Board Meetings were held on May 26, 2022,
May 29, 2022, August 12, 2022 (two meetings), August 25, 2022, November 12, 2022, November
14, 2022, November 25, 2022, December 07, 2022, December 19, 2022, February 13, 2023 and
March 27, 2023. The Company has complied with time gap requirement between any two
meetings provided under the provisions of the Act and SEBI Listing Regulations. Further
details in this regard are given in the Corporate Governance Report, which forms part of
this report as Annexure C'.
Declaration by Independent Directors
Pursuant to the requirement of Section 149(7) of the Act, all the Independent Directors
on the Boardtowards have given declaration of their independence, confirming that they
meet the criteria of independence laid down in Section 149(6) of the Act and Regulations
16(1)(b) of the SEBI Listing Regulations. In the opinion of the
Board, Independent Directors fulfill the conditions of independence as specified in the
Act and the SEBI Listing Regulations and are independent of the management. In terms of
Regulation 25(8) of the SEBI Listing Regulation, the Independent Directors have confirmed
that they are not aware of any circumstances or situation, which exists or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective independent judgement and without any external influence.
Familiarization Program for Independent Directors
The details of familiarization program imparted to the
Directorsduringthefinancial year ended March 31, 2023, has been made available on your
Company's website at
https://hgs.cx/investors/investors-familiarisation-programme-for-directors/
Board Evaluation
Pursuant to Section 134 and 178 of the Act and applicable regulations of the SEBI
Listing Regulations, the Board Effectiveness Evaluation (interaction based) has been
carried out.
As in the past, it consists of three components:
1. Independent Directors meeting
2. Board and Committee effectiveness evaluation
3. Individual Directors effectiveness evaluation.
At the separate meeting of Independent Directors held during the financial year ended
March 31, 2023 (without the attendance of Non-Independent Directors and the Members of the
Management), performance evaluation of Non-Independent Directors, the Chairman of your
Company and the Board as a whole was carried out for FY 2022-23. The Independent
Directors also assessed the quality, quantity and timeliness of the flow of information
between your Company's Management and the Board.
Directors
In terms of the provisions of the Act and the Articles of Association of the Company,
Mr. Partha DeSarkar
(DIN: 00761144), Whole-Time Director is liable to retire by rotation at the ensuing 28th
AGM and being eligible, offers himself for re-appointment.
The Nomination and Remuneration Committee and the Board of Directors at their meetings
held on August 8, 2023 and August 9, 2023, respectively, have approved and recommended the
re-appointment of Mr. Partha DeSarkar as Director liable to retire by rotation.
Accordingly, a proposal for re-appointment of Mr. Partha DeSarkar is placed for the
approval of the Members by way of an Ordinary Resolution at the ensuing AGM. During FY
2022-23, as recommended by the Nomination and Remuneration Committee, the Board of
Directors have approved the appointment of:
Mr. Ashok P. Hinduja (DIN: 00123180), as an Additional Director designated as
Chairman, Non-
Executive Non-Independent Director with effect from December 19, 2022;
Mr. Munesh Khanna (DIN: 00202521), as an Additional Director designated as an
Independent
Director for a period of 5 years with effect from December 19, 2022; Mr. Vynsley
Fernandes (DIN: 02987818) as an Additional Director designated as Whole-time Director with
effect from November 14, 2022. Mr. Pradeep Udhas (DIN: 02207112) as an Additional
Director designated as Non-Executive Independent Director with effect from August 25,
2022; and Mr. Paul Abraham (DIN: 01627449), as an Additiona Director designated as
Non-Executive Non- Independent Director with effect from August 25, 2022, liable to retire
by rotation.
Thereafter, the Shareholders of the Company have approved the appointment of: Mr. Ashok
P Hinduja as Chairman, Non-Executive
Non-Independent Director, Mr. Munesh Khanna as an Independent Director and Mr. Vynsley
Fernandes as a Whole-time Director, through postal ballot on January 25, 2023; and
Mr. Pradeep Udhas as an Independent Director and Mr. Paul Abraham as Non-Executive
Non-Independent Director at the 27th AGM of the Company held on September 28,
2022.
During the financial year, Mr. Yashodhan Madhusudan Kale (DIN: 00013782) had renounced
his directorship and consequently as the Chairman of the Board with effect from December
19, 2022. Mr. Y.M. Kale provided sterling leadership and oversight over the last 4 years.
He steered the Company through this period marked with important value accretive milestone
of divestment, demerger, and several acquisitions.
None of the Directors of the Company are disqualified for appointment / to continue to
act as Director under Section 164 of the Act. Further, they are not debarred from holding
the office of Director pursuant to order of SEBI or any other authority.
Details relating to the composition of the Board, meetings of the Board held during
financial year ended March 31, 2023, attendance of the Directors have been provided in the
Report on Corporate Governance which forms part of this report as Annexure C'.
Registration in Independent Directors' Databank
Pursuant to a notification dated October 22, 2019, issued by the Ministry of Corporate
Affairs,
Directors of the Company, to the extent applicable, have confirmed that their
registration with the databank of Independent Directors maintained by the Indian
Institute of Corporate Affairs is in compliance with the requirements of the Companies
(Appointment and
Qualifications of Directors) Rules, 2014.
Audit Committee
Pursuant to the provisions of Section 177 of the Act and Regulation 18 of SEBI Listing
Regulations, the Audit Committee of the Board as on March 31, 2023, comprises of following
Members:
Mr. Anil Harish, Independent Director Chairman
Ms. Bhumika Batra, Independent Director Member
Dr. Ganesh Natarajan, Independent Director Member
Mr. Sudhanshu Tripathi, Non-Executive Non-Independent Director Member; and
Mr. Pradeep Udhas, Independent Director Member Further, as per the requirements
of the Act, and the SEBI Listing Regulations, the Board had also constituted following
Committees of the Board:
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders Relationship and Share Allotment
Committee
Risk Management Committee
Buyback Committee
Committee of Directors
Details of composition, terms of reference and number of meetings held for respective
Committees are given in the Report on Corporate Governance, which forms a part of this
report as Annexure C'. Further, there have been no instances where the Board
did not accept the recommendations of its committees, including the Audit Committee.
Key Managerial Personnel
Pursuant to the provision of Section 203 of the Act, the Company has the following Key
Managerial Personnel as on March 31, 2023: a. Mr. Partha DeSarkar Whole-time Director
& Group CEO b. Mr. Vynsley Fernandes Whole-time Director c. Mr. Srinivas Palakodeti
Global Chief Financial Officer d. Mr. Narendra Singh Company Secretary
Affirmation of Code of
Your Company has a Code of Conduct for Board and
Senior Management Personnel that reflects its high standards of integrity and ethics.
The Directors and Senior management of the Company have affirmed their adherence to this
Code of Conduct for FY 2022-23.
A declaration to this effect, duly signed by Whole-time Director's and Chief Executive
Officer forms part of this report as Annexure A'. This Code of Conduct is
available on the Company's website and can be accessed at
https://hgs.cx/wp-content/uploads/2022/08/HGS-Code-of-Conduct-for-Board-Members-Sr-Mgt-Personnel.pdf
Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
The information relating to conservation of energy, technology absorption and foreign
exchange earnings & outgo as required under Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended, forms part of this report
as Annexure B'.
Report on Corporate governance
As required under Schedule V of the SEBI Listing Regulations, a detailed report on
Corporate Governance forms part of this report as Annexure C'.
Ms. Amrita D. C. Nautiyal, Practicing Company Secretary, Mumbai, (Membership No.: FCS
5079 and C. P. No. 7989) of M/s. Amrita Nautiyal & Associates, Secretarial Auditor of
your Company has examined the compliance of conditions of Corporate Governance as
stipulated in Schedule V (C) of the SEBI Listing Regulations and the certificate forms
part ofAnnexure C' to this report.
Report on Management Discussion and Analysis
In compliance with Regulation 34 of the SEBI Listing Regulations, a separate report on
Management Discussion and Analysis which includes details on the state of affairs of the
company is annexed to this report as Annexure D'.
Employees Stock Options Plan (ESOP')
Two ESOP Schemes, viz. Hinduja Global Solutions Limited Employees Stock Options
Plan 2008' and Hinduja Global Solutions Limited Employees Stock Options Plan 2011'
have been in operation during FY 2022-23. These ESOP Schemes are in compliance with the
provisions of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended. As on date, there are no outstanding stock options
pending for vesting/ exercise.
The particulars of aforesaid ESOP Schemes are available on your Company's website at
https://hgs.cx/investors/ other-reports/#toggle-id-3
Annual Return
Pursuant to Section 92(3) and 134(3)(a) of the Act, an Annual Return as on March 31,
2023, in the prescribed format, is available on your Company's website at https://
hgs.cx/investors/other-reports/.
Related Party Transactions
All contracts/ arrangements/ transactions entered into with the related parties during
FY 2022-23 are in the ordinary course of business and at arm's length basis and therefore,
outside the purview of Section 188(1) of the
Act and same are disclosed in the financial statements of your Company. The Company has
formulated a Policy on Related Party Transactions for identification and monitoring of
such transaction as recommended by the Audit Committee and adopted by the Board is
available on the Company's website at https://hgs.cx/investors/ corporate-policies/.
Information on related party transactions pursuant to Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, is given in Form AOC-2
and the same forms part of this report as Annexure F'.
Policy on Directors' Appointment and Remuneration
Policy on Directors' Appointment and Remuneration and other matters provided in Section
178(3) of the Act have been disclosed in the Report on Corporate Governance, which forms
part of this report as Annexure C'. Policies framed under the Companies Act,
2013 and SEBI Listing Regulations, as applicable, have been uploaded on the website of the
Company at https://hgs.cx/investors/ corporate-policies/.
Whistle Blower Policy and Vigil Mechanism
According to Section 177 of the Act, and Regulation 22 of the SEBI Listing Regulations,
the Company has a Whistle Blower Policy and Vigil Mechanism in place and is available on
the website of your Company at https://hgs.cx/investors/corporate-policies/ . There was
one complaint which was in progress of closure as on March 31, 2022, has been closed
during FY 2022-23. No complaint was received under the Policy during the year ended March
31, 2023.
The details of the Policy are disclosed in the Report on Corporate Governance, which
forms part of this report as Annexure C'.
Internal Complaints Committee (ICC')
Pursuant to the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, your Company has in place an Internal Complaints Committee (ICC)
and also Policy on appropriate social conduct at workplace. The Policy is applicable to
all employees of your Company at all locations. Employees, for the purpose of this policy,
shall include all persons engaged in the business and operations of your Company and
includes permanent, temporary and part-time employees. In addition, this policy shall also
be applicable to all third parties such as visitors, clients, customers, contractors,
service providers and any other person authorized to be present within the premises/
workplace of your Company. Your Company's workplace includes Company's issued by the Peer
Review premises, as well as the premises of other third parties, vendors and associates of
your company where the employees of your Company are required to perform work or that are
visited by the employees of your Company arising out of or during the course of
employment.
The Reports of the ICC are periodically placed before the Board for review and
suggestions as an ongoing process, and initiatives are taken by the Management to make the
workplace safer for the employees. The status of complaints received, disposed of by the
ICC and pending as at March 31, 2023 is as under:
Number of complaints pending as on Nil March 31, 2022 Number of complaints received
during the year Nil Number of complaints disposed of during the year Nil Number of
complaints withdrawn during the year Nil Number of complaints pending as on March 31, 2023
Nil
Risk Management Policy
Your Company has formulated Risk Management
Policy & Procedures, which, inter-alia, identify risks, taking into
consideration the business and operations of the Company and adoption of mitigation
measures.
The details of the Policy & Procedures are given in the
Management Discussion and Analysis Report (MDA) annexed to this report as Annexure
D'.
The Risk Management Committee of the Board (RMC') comprises of (i) Two Independent
Directors (ii) a Non-Executive,
Non-Independent Director and (iii) Whole-time Director.
The RMC met twice during the year and reviewed Enterprise Risk Management framework,
the risks that matter and updated the policy and procedures as appropriate. The RMC
updated the Audit Committee and the Board on the matters relating to risk.
Fixed Deposits
The Company has not accepted any Deposits under Chapter V of the Act during the year
and hence no amount of principal or interest was outstanding on the date of Balance Sheet.
Statutory Auditors and Auditors' Report
M/s. Haribhakti & Co. LLP, Chartered Accountants (ICAI Firm Registration Number:
103523W/W100048) appointed as the Statutory Auditors of the Company by the Members at the
27th Annual General Meeting held on September 28, 2022 to hold office upto the
conclusion of 32nd Annual General Meeting to be held in the year 2027.
M/s. Haribhakti & Co. LLP, Chartered Accountants have under sections 139 and 141 of
the Act and Rules framed thereunder confirmed that they are not disqualified from
continuing as Statutory Auditors of the Company and furnished a valid certificate
Board of the Institute of Chartered Accountants of India as required under Regulation
33 of the SEBI Listing Regulations.
The reports of the Statutory Auditors on Standalone and Consolidated Ind AS Financial
Statements forms part of this Annual Report. The Auditors' Report contains
Unmodified Opinion' on the financial statements (standalone and consolidated) of the
Company, for the year ended March 31, 2023 and there are no qualifications in their
report.
Secretarial Audit and Compliance with Secretarial Standards
Pursuant to the provisions of Section 204 of the Act, the Board had appointed Ms.
Amrita D. C. Nautiyal, Practicing Company Secretary, Mumbai, (Membership No.: FCS
5079 and C. P. No. 7989) of M/s. Amrita Nautiyal & Associates, as the Secretarial
Auditor to carry out the Secretarial Audit for FY 2022-23.
The Secretarial Audit Report for FY 2022-23 forms part of this report as Annexure
g'. The Report does not contain any qualifications, reservations or adverse
remarks.
During the year, your Company has complied with all the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
Appointment of Cost Auditor and Maintenance of Cost Records
In terms of section 148(1) of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Company has appointed M/s. ABK & Associates,
Cost Accountants, (Firm Registration No. 000036) as Cost Auditor for the audit of the
cost records of Telecommunication Activity' for the Financial Year 2023-24.
Proceeding under Insolvency and Bankruptcy Code, 2016
There are no proceedings, either filed by the Company or filed against the Company,
pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company
Law Tribunal or other courts during FY 2022-23. The disclosure as per rule 8(5)(xi)
and 8(5) (xii) of the Companies (Accounts) Rules, 2014 are not applicable.
Reporting of Fraud
During the year under review, there were no instances of fraud reported by the Auditors
under Section 143(12) of the Companies Act, 2013.
Particulars of Employees
Disclosures as required under section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
amendments thereto are given in Annexure H' to this Report.
In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said Rules are provided in the Annual
Report.
Having regard to the first proviso to Section 136(1) of the
Act, the Annual Report excluding the aforesaid information is being sent to the
members. The said information is available for inspection at the Registered Office of the
Company and any member interested in obtaining such information may write to the
Company Secretary and the same shall be furnished without any fee.
In accordance with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, details of foreign employees, excluding Directors and
their relatives, have not been included in the Annual Report. Members interested in
obtaining the said information may write to the Company Secretary at the Registered
Officeand the same shall be furnished without any fee.
Business Responsibility and Sustainability Report (BRSR')
Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, with effect from the financial year 2022-
23, the top one thousand listed entities based on market capitilisation are required to
submit a Business Responsibility and Sustainability Report (BRSR'). Accordingly, the
BRSR describing the initiatives taken by the Company from ESG perspective as required in
terms of the above provisions separately forms part of this report as Annexure I'.
Significant and Material Orders
There are no significant and the Regulators or Courts or Tribunals that would impact
the going concern status and your Company's operations in the future.
Internal Financial Controls and its Adequacy
The Company has adopted policies and procedures for ensuing the orderly and efficient
conduct of its business, including Internal Financial Controls (including Internal
Financial Controls over Financial Reporting) and their adequacy are included under the
heading Internal Controls' in the Management Discussion and Analysis section, which
forms part of this report as Annexure D'.
Material Changes and Commitments Affecting the Financial Position of the Company
between the end of the Financial Year and Date of the Report
Post March 31, 2023, the Company has bought 60 lakhs equity shares through tender offer
route at a price of $1,700 per share aggregating to $1,020 crore (excluding
other transactions). The entire process of Buyback including extinguishment of these 60
lakhs shares and payment of taxes on Buyback are complete. Other details of buyback are
given above under the heading Buyback of Equity Shares' Further, subsequent to the
approval of consolidated financial results as of and for the year ended March 31, 2023 by
the Board of Directors at its meeting held on May
26, 2023, the Group identifiedthat an amount presented under the head "Other
Income" had an inadvertent error, in working out gain on sale of a property held by
HGS International, Mauritius. The annual financial
(as amended) of the HGS International, Mauritius for the year ended March 31, 2023 were
approved by the Board of Directors of HGS International, Mauritius on August 8,
2023.
Consequently, previously issued consolidated annual financial results have been amended
by the Group to incorporate the changes. The impact of this is reflected in decrease to
the tune of $1,649.85 Lakhs in Other Income, $1,641.83 Lakhs in Profit After
Tax & Retained Earnings and increase in Other Liabilities by $1,673.40 Lakhs.
The basic and diluted earnings per share for the year ended March 31, 2023 has decreased
by $3.13 per share in this regard. Further, consequential changes have been made in
consolidated cash flow statements and group operating segments.
The amendment to the consolidated financial results have been carried out solely for
the impact of above error and no other changes/ adjustments have been carried out for any
other events occurring after May 26, 2023 (being the date when the consolidated financial
results were first approved by the Board of Directors of the Company). These consolidated
annual financial results (as amended), which have been reviewed by the Audit Committee and
then approved by the Board of Directors at their respective material orders passed by
meetings held on August 9, 2023 and supersedes the previously issued consolidated annual
financial results that were reviewed by the Audit Committee and then approved by the Board
of Directors respectively on May
26, 2023. The statutory auditors have issued unmodified amended report dated August 9,
2023 on the aforesaid consolidated annual financial results (as amended). Copy of amended
consolidated financial results for the year ended March 31, 2023 along with the Statutory
Auditors reports were submitted to the Stock Exchanges.
There was no change in the standalone financial results for the year ended March 31,
2023.
There are no other material changes and commitments between the end of the
financialyear of the Company and as on the date of this report which can affect the
financial position of the Company.
Acknowledgements
Your Directors' express their grateful appreciation for the co-operation and support
received from the customers, vendors, business associates, investors, of India, financial
State Governments, Governments of various countries in which your company operates,
regulatory authorities and the society at large. Your Directors place on record their
sincere appreciation for the dedicated efforts, commitments and contribution of employees
at all levels of your Company, which has enabled your Company to achieve consistent growth
in a challenging business environment.
For and on behalf of the Board of Directors Ashok P. Hinduja Chairman DIN:00123180
Place: Dubai Date: August 9, 2023