Dear Members,
The Directors are pleased to present the 33rd Annual Report on the business
and operations of Birlasoft Limited, along with the Audited Standalone and Consolidated
Financial Statements for the financial year ended March 31, 2024.
Summary of Financial Performance
The financial performance of Birlasoft Limited ("Birlasoft" or "the
Company") for the financial year ended March 31, 2024, is summarized below:
( in million)
Particulars |
Standalone |
|
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
| Revenue from operations |
26,445 |
24,172 |
52,781 |
47,948 |
| Earnings Before Interest, Depreciation and Tax |
3,812 |
3,188 |
8,362 |
5,205 |
| Less: Interest |
69 |
98 |
199 |
186 |
| Less: Depreciation |
763 |
759 |
850 |
823 |
| Add: Other Income |
983 |
342 |
1,035 |
228 |
| Profit before tax |
3,962 |
2,672 |
8,348 |
4,424 |
| Less: Taxes |
975 |
668 |
2,110 |
1,108 |
| Profit for the Year |
2,987 |
2,004 |
6,238 |
3,316 |
| Other Comprehensive Income/(Loss) net of tax |
8 |
(108) |
244 |
913 |
| Total Comprehensive Income for the year |
2,996 |
1,896 |
6,482 |
4,228 |
Business Performance
Birlasoft registered a robust operating performance for the year under review (FY'24),
delivering both revenue growth as well as margin expansion in the face of continued macro
uncertainty and shifts in customer priorities towards higher cost efficiencies in an
elevated interest rate environment. This was made possible by a strong focus on execution,
enhanced customer-centricity, and a sharper go-to-market strategy brought in by the
Company's management team.
Revenues for the year under review, on a consolidated basis, grew by 10.1% to 52,781
million from 47,948 million in the previous year. Earnings before interest, tax,
depreciation, and amortization (EBITDA) stood at 8,362 million ( 5,205 million in
FY'23). Net Profit after tax stood at 6,238 million ( 3,316 million in FY'23),
translating into a basic earnings per share of 22.54 for the year ( 11.96 in FY'23).
On a standalone basis, revenue from operations increased by 9.4% to 26,445 million in
FY'24 from 24,172 million in the previous year. Net Profit after tax stood at 2,987
million ( 2,004 million in FY'23).
The financial performance of the Company during the year under review, both
consolidated and standalone, reflects the discontinuation of revenue pertaining to
Invacare Corporation (Invacare), a US-based customer, that filed a petition for relief
under Chapter 11 of Bankruptcy Code in the United States Bankruptcy Court, on February 1,
2023. In April 2023, the Company's wholly owned subsidiary Birlasoft Solutions Inc.
entered into a Settlement and Mutual Release Agreement with Invacare. Pursuant to this
Settlement Agreement, Birlasoft Solutions Inc. received $ 2 million for Disengagement
Services. This Settlement Agreement allowed the Company to put the uncertainties around
this account behind, enabling the management team to focus completely on driving business
growth. The Company also received an additional $ 2 million as proceeds from an insurance
claim that it was able to make, pertaining to this engagement.
On a like-to-like basis, after excluding the revenue contribution from the
above-mentioned customer that was recorded in FY'23, growth during the year under review
was higher at 12.7% on a consolidated basis and 10.4% on a standalone basis.
From organisational, talent, and capabilities perspective, Birlasoft made significant
progress during the period under review in re-organising itself for better effectiveness,
reinforcing its leadership on both the sales and delivery fronts, and investing in
creating or scaling up capabilities that will be enablers for its long-term growth. The
Company now has all the key leaders in place for its two-geography organization – the
Americas and Rest Of the World (ROW) that includes the UK, Europe and APAC – and for
its unified delivery team.
During FY'24 the Company also undertook several actions and initiatives aimed at
securing its long-term profitable growth objectives. This includes building a team that
excels at execution, fostering a culture that drives greater accountability, and creating
or scaling-up capabilities in technologies that will drive future growth. Generative AI is
one such area, where Birlasoft has been an early adopter. During the year under review,
Birlasoft established a Generative AI Center of Excellence in collaboration with Microsoft
to accelerate value creation and foster innovation in the adoption of Generative AI.
At the same time, the Company also continued with its ongoing initiatives to attract,
train, and retain its talent pool. This is reflected in a significant improvement in
attrition rates and becoming Great Place to Work? Certified for the third consecutive
year.
The Company's strategy of leveraging its strengths, growing its existing accounts and
securing new high-potential engagements has been playing out well as visible in its deal
wins that amounted to a Total Contract Value (TCV) of $ 875 million during the year under
review. These wins include one of the largest deals that the Company has ever won, with a
TCV of more than $ 100 million over 5 years from a Fortune 500 corporation in North
America. The ability to secure such deals demonstrates the Company's ability to go after
and close complex deals in a highly competitive environment.
The Management Discussion & Analysis of the Company's business, industry, and
performance, appears separately in this Annual Report.
Dividend
During the year under review, the Board of Directors of the Company (the
"Board") declared an interim dividend of 2.50/-(125%) per equity share of face
value of 2/- each on the paid-up equity share capital of the Company.
Further, the Directors are pleased to recommend final dividend of 4/- (200%) per
equity share of face value of 2/- each for the financial year ended March 31, 2024,
subject to approval of the Members at the ensuing Annual General Meeting ("AGM")
of the Company.
The total dividend amount for the financial year 2023-24, including the proposed final
dividend, amounts to 6.50/- per equity share of the face value of 2/- each.
Pursuant to the provisions of the Income-tax Act, 1961, dividend paid or distributed by
the companies shall be taxable in the hands of the Members. The Company shall,
accordingly, make the payment of dividend after deduction of tax at source, at the rates
prescribed therein. For further details on taxability, please refer the "Annexure
– TDS on Dividend", which forms part of this Annual Report.
The Record Date for determining the entitlement of the Members to the final dividend
for the financial year 2023-24, if approved by the Members at the AGM, is Friday, July 12,
2024.
The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("the SEBI (LODR) Regulations, 2015"), is available on the
Company's website at https://www.birlasoft.com/
company/investors/policies-reports-filings.
Share Capital
During the year under review, the Company allotted 1,066,874 equity shares of 2/-
each, under its Employees Stock Option Plans. The issued, subscribed and paid-up capital
of the Company, as on March 31, 2024, is 551,874,842/-, consisting of 275,937,421 equity
shares of 2/- each.
Transfer to General Reserve
During the year under review, the Company has not transferred any amount to General
Reserve. For complete details on movement in Reserves and Surplus during the financial
year ended March 31, 2024, please refer to the ‘Statement of Changes in Equity'
included in the standalone and consolidated financial statements which forms part of this
Annual Report.
Credit Rating
The Company has been rated by CARE Ratings Limited ("Credit Rating Agency"),
as below:
Facilities |
Rating |
| Long-term Bank Facilities |
CARE AA; Stable |
| Long-term/Short-term Bank |
CARE AA; Stable/CARE A1+ |
| Facilities |
|
| Short-term Bank Facilities |
CARE A1+ |
Quality and Information Security
We continue to improve our quality focus through internal initiatives and by getting
assessed against international standards. During the current Voice of Customer
("VOC") cycle, our customers have appreciated the value delivered by Project
teams and have rated them on an average at 4.67 on a scale of 1-5, 5 being the highest.
This further strengthens our resolve to make societies more productive by helping
customers run businesses more efficiently.
In line with our focus to be assessed against international standards, Birlasoft is
appraised for CMMI-DEV? (Development)
& CMMI-SVC? (Services) V3.0 at Maturity Level 5. This milestone is testimony
to our commitment to continuously improve on our quality & operational processes,
while at the same time, strengthening our delivery capabilities to meet customer
expectations. Our Quality Management System is certified for ISO 9001:2015 and Information
Technology Service Management System is certified for ISO 20000:2018 and this reflects the
Company's belief in delivering the right quality.
Birlasoft continued to maintain a mature Information Security Management System &
Privacy Information Management System in support of our hybrid workforce, providing
improved user experience and security at the edge. We continued to remain ever vigilant of
the evolving threat landscape globally and made investments in modern technologies and
improved processes, whilst adopting automation to stay abreast of new and emerging
threats. We continue to be certified against the Information Security Management System
Standard - ISO 27001:2013 and Privacy Information Management System Standard - ISO
27701:2019. Further, as per SSAE 18 SOC 2 Type 2 criteria, the Company's service
commitments and system requirements were achieved, which has also been validated by an
independent audit firm. During the year, our focus on improved cybersecurity personnel
training, reskilling, and improving the security culture, went ahead as planned.
Productivity
The Company is committed to productivity improvements to create a future abundant with
a wealth of knowledge. Multiple initiatives like Knowledge Management, bRight, UREKA, and
Value IN Customer's Interest ("VINCI") enable the Company to harness latent
knowledge in the organization and mobilize it. bRight is an initiative that has been
introduced to celebrate our accounts with exemplary performance, cross-account learning
opportunities through eight different themes. Delivery Process Automation has been
introduced to improve the project or program execution efficiency. A brand-new knowledge
management repository has grown to a level where the Company can showcase efficiencies in
the deliverables translating into real value for customers. Re-usability of case-studies
as a new key factor will be benefitting the teams within Birlasoft.
Institutional Shareholding
As on March 31, 2024, the total Institutional Shareholding in the Company was 42.1% of
the total paid-up equity share capital.
Subsidiaries, Associates and Joint Venture Companies
As on March 31, 2024, the Company has 13 subsidiaries, including step-down
subsidiaries. The Company has two material subsidiaries, viz., Birlasoft Solutions Inc.
& Birlasoft Inc., details of which are given in the Corporate Governance Report.
Further, Enablepath, LLC, a step-down subsidiary of the Company merged with Birlasoft
Inc. (wholly owned subsidiary of the Company) w.e.f. April 1, 2023.
As per Section 129(3) of the Companies Act, 2013 ("the Act"), consolidated
financial statements of the Company and all its subsidiaries have been prepared, and the
same form a part of this Annual Report. In terms of Rule 5 of Companies (Accounts) Rules,
2014, a statement containing salient features of the financial statements of subsidiaries,
in Form AOC-1, is annexed to this Report as "Annexure 1".
In accordance with Section 136(1) of the Act, this Annual Report of the Company,
containing the standalone and the consolidated financial statements and all other
documents required to be attached thereto has been placed on the website of the Company at
www.birlasoft.com.
During the financial year 2023-24, the Company had no Associate or Joint Venture
company.
Board of Directors, its Committees and Meetings thereof
The Company's Board has an optimal combination of executive, non-executive and
independent directors (including three women directors) who bring to the table the right
mix of knowledge, skills and expertise. The Board provides strategic guidance and
direction to the Company in achieving its business objectives and protecting the interest
of all stakeholders.
The Board has following Committees:
? Audit Committee;
? Stakeholders Relationship Committee;
? Nomination and Remuneration Committee;
? Corporate Social Responsibility Committee; and
? Risk Management Committee.
The Board meets once every quarter. Additional meetings of the Board/Committees are
convened as may be necessary for the proper management of the business operations of the
Company. A separate meeting of Independent Directors is also held at least once in a year
to review the performance of Non-Independent Directors, the Board as a whole and the
Chairman.
During the year, six Board meetings were held on May 8, 2023, July 27, 2023, October
31, 2023, January 16, 2024, January 24, 2024, and March 27, 2024. The maximum gap between
any two consecutive meetings was within the period prescribed under the Act and SEBI
(LODR) Regulations, 2015.
A detailed update on the Board and its Committees' composition, meetings held and
attendance of the Directors at these meetings is provided in the Corporate Governance
Report, which forms a part of this Annual Report.
Directors and Key Managerial Personnel ("KMP") Appointments
Based on the recommendations of the Nomination and Remuneration Committee, the Board of
Directors approved the appointments of:
1. Satyavati Berera (DIN: 05002709) as Non-Executive, Independent Director effective
October 31, 2023 for a term of 5 (five) years till October 30, 2028. The said appointment
was further approved by the Members on January 18, 2024.
2. Nidhi Killawala (DIN: 05182060) as Non-Executive, Independent Director effective
December 15, 2023 for a term of 5 (five) years till December 14, 2028. The said
appointment was further approved by the Members on January 18, 2024.
3. Manish Choksi (DIN: 00026496) as Non-Executive, Independent Director effective
January 16, 2024 for a term of 5 (five) years till January 15, 2029. The said appointment
was further approved by the Members on March 21, 2024.
Retirement by Rotation
In accordance with Section 152 of the Act, Amita Birla
(DIN: 00837718), Non-Executive Director of the Company, is liable to retire by rotation
at the ensuing AGM and being eligible, offers herself for re-appointment. The Nomination
and Remuneration Committee & the Board recommends the resolution for her
re-appointment for the approval of the Members at the ensuing AGM. A brief profile and
other details relating to re-appointment of Amita Birla are provided in this Annual
Report.
None of the Directors are disqualified under Section 164(2) of the Act.
Retirement on completion of term as Independent Director
1. Alka Bharucha (DIN: 00114067), Non-Executive, Independent Director, completed her
tenure on May 22, 2023.
2. Ashok Kumar Barat (DIN: 00492930) & Nandita Gurjar (DIN: 01318683),
Non-Executive, Independent Directors, completed their term on January 14, 2024.
The above-mentioned Directors have ceased to be Directors of the Company. The Board
placed on record their appreciation for the valuable contribution made by the retiring
Directors during their tenure with the Company.
The following persons are currently designated as KMP of the Company pursuant to
Sections 2(51) and 203 of the Act, read with the Rules framed thereunder:
Sr. No. |
Name |
DIN/ Membership Number |
Designation |
| 1 |
Angan Guha |
09791436 |
Chief Executive |
|
|
|
Officer & Managing |
|
|
|
Director |
| 2 |
Kamini Shah |
FCA 203593 |
Chief Financial Officer |
| 3 |
Sneha Padve |
ACS 9678 |
Company Secretary |
Independence of the Board
The Board comprises of optimal number of Independent Directors. Based on the
confirmation/disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive Directors are independent in terms of
Regulations 16(1)(b) and 25 of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the
Act:
1. Ananth Sankaranarayanan (DIN: 07527676);
2. Satyavati Berera (DIN: 05002709);
3. Nidhi Killawala (DIN: 05182060); and
4. Manish Choksi (DIN: 00026496).
All the abovenamed Directors have registered themselves with the Independent Directors
Databank maintained by Indian Institute of Corporate Affairs ("IICA") and are
either exempted from or have complied with the requirements of online proficiency
self-assessment test conducted by IICA.
The Board is of the opinion that the Independent Directors of the Company, including
those appointed during the year, possess the requisite qualifications, experience,
proficiency, expertise and hold high standards of integrity.
Auditors
- Statutory Auditors
M/s. S R B C & Co LLP, Chartered Accountants (ICAI Firm Registration No.:
324982E/E300003), were appointed as the Statutory Auditors of the Company, at the AGM held
on July 27, 2023, for a period of 5 (five) years till the conclusion of the AGM to be held
in the year 2028.
The Notes on the Financial Statements referred to in the Auditors' Report are
self-explanatory and do not call for any further comments. There are no qualifications,
reservations or adverse remarks in the Report of the Statutory Auditors for the financial
year ended March 31, 2024.
During the year under review, the Auditors have not reported any matter under Section
143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.
Further, in terms of Regulation 33(1)(d) of the SEBI (LODR) Regulations, 2015, the
Statutory Auditors of the Company are subjected to the Peer Review process of the
Institute of Chartered Accountants of India. M/s. S R B C & Co LLP have confirmed that
they hold a valid certificate issued by the ‘Peer Review Board' of Institute of
Chartered Accountants of India.
- Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Dr. K. R. Chandratre, Practising
Company Secretary (FCS No.: 1370 and CP No.: 5144), was appointed as the Secretarial
Auditor to conduct audit for the year under review. The Report of the Secretarial Auditor,
for the financial year ended March 31, 2024, is annexed as "Annexure 2".
It does not contain any qualification, reservation or adverse remark.
During the year under review, the Secretarial Auditor has not reported any matter under
Section 143(12) of the Act, and therefore no details are required to be disclosed under
Section 134(3)(ca) of the Act.
- Internal Auditor
The Internal Auditor and the Head of Internal Audit function within the Company reports
functionally to the Audit Committee of Board, which reviews and approves risk based annual
internal audit plan and the performance of internal audit function. The scope of work,
including annual internal audit plan, authority and resources, is regularly reviewed and
approved by the Audit Committee. Annual internal audit plan is aligned with the Enterprise
Risk Management to ensure that all critical risks are covered in the audit plan. Internal
Audit work is also supported by the services of leading international audit firms.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the year ended March 31, 2024, pursuant to
Regulation 24A of the SEBI (LODR)
Regulations, 2015 for all applicable compliances as per the said Regulations. The
Annual Secretarial Compliance Report duly signed by Dr. K. R. Chandratre, Practising
Company Secretary is available on the website of the Company at https://www.
birlasoft.com/company/investors/policies-reports-filings.
Corporate Governance
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, Corporate Governance
Report for the year ended March 31, 2024 forms an integral part of this Annual Report. It
also includes a certificate from the Practicing Company Secretary in respect of compliance
with the provisions of the SEBI (LODR) Regulations, 2015 related to Corporate Governance.
Management Discussion and Analysis
In terms of provisions of Regulation 34(2) of the SEBI (LODR) Regulations, 2015, a
detailed review of the operations, performance and outlook of the Company and its business
is given in the Management Discussion and Analysis Report, which is presented in a
separate section forming part of this Annual Report.
Awards & Recognitions
In recognition of its constant quest for excellence, the Company has been awarded and
recognised at various forums. The prominent ones are listed below:
1. Birlasoft recognized as a finalist for "2023 Microsoft Partner of the Year
Awards".
2. Birlasoft officially announced as "Microsoft Solution Partner in
Security".
3. Birlasoft on Air Radio won "Gold" at the prestigious Golden Mikes Award.
4. Birlasoft won "IT As Service Award" at the MSP India Summit and Awards
2023.
5. Birlasoft's Energy & Utilities and Educational Institute solutions have been
recognized among the Top 5 Winning solutions in the Power Platform Design Thinking
Workshop by Microsoft India.
6. Birlasoft's Customer Success Officer, Heather Bunyard, honoured as the "Women's
Advocate Bronze Luminary" at the ISG Women in Digital Awards 2023.
7. Birlasoft recognized by Synchrony with the "Best Diversity Growth Award".
8. Birlasoft audit for ISO 27001 (Infosec) and ISO 27701 (Privacy) concluded
successfully.
9. Birlasoft's Pune facility certified for ISO 14001:2015 (Environment Management
System) and ISO 45001:2018 (Occupational Health and Safety) by TUV Nord, Germany.
10. Birlasoft's VINCI platform received "Special Jury Award" at the TOPS
(Team Oriented Problem Solving) Convention 2023, hosted by the Indian Society for Quality
(ISQ).
11. Birlasoft On Air bagged "Bronze" at the DMAAsia Echo
Awards 2023 in the Emerging Technologies Category.
12. Birlasoft awarded "Silver" in the Sustainability category at iNFHRA 8th
Edition Workplace Excellence Conference & Awards 2023-24.
13. Birlasoft recognized for participation in the impact
CO
2
program (October 2022 – September 2023) to fuel Panama's "CO2OL Tropical
Mix" reforestation project.
14. Birlasoft's Chief People Officer - Arun Dinakar Rao, honoured with "CHRO of
the Year - Digital Transformation" Award and "CHRO Excellence in Agile HR
Practices" Award for the Skillfolio Initiative at 7th CHRO Vision &
Innovation Summit & Awards 2024.
15. Birlasoft's Chief Financial Officer - Kamini Shah, honoured with the "Best CFO
Award for promoting Diversity, Equity, and Inclusion (DEI)" – Large Enterprise
at The Economic Times' CFO Awards 2024.
16. Birlasoft's Chief Financial Officer - Kamini Shah, recognized in "The List
2024", amongst Top 51 most influential women.
17. Birlasoft's Annual Report 2022-23 conferred with Platinum
Award at LACP 2022/23 Vision Awards, with worldwide #12 ranking. Also, won Worldwide
Special Achievement Award for Best In-House Report.
18. Birlasoft won in the "Innovation in Lifesciences" category at the 14th
Annual Aegis Graham Bell Awards.
19. Birlasoft's Pune office won "Silver" at the 27th Annual
Gardening Awards from the Pimpri Chinchwad Municipal Corporation (PCMC) in the landscaping
category.
20. Birlasoft is "Great Place to Work Certified?" for third
time in a row.
21. Birlasoft received Certificate of DivHersity in Top 20 Most
Innovative Practices (Women Leadership Development) at the AccelHerate & DivHersity
Awards 2024.
Analyst recognitions
1. Birlasoft recognized as a "Disruptor" in Avasant's Internet of Things
Services 2023 RadarView™.
2. Birlasoft recognized as a "Leader" in the SAP Ecosystem 2023 ISG Provider
Lens™ Study.
3. Birlasoft recognized in "The Booming 15" category for Service and
Technology Provider Standouts - ‘Global' and ‘Americas' in ISG Index 1Q 2023.
This is for the twelfth time (for Americas) and tenth time (for Global).
4. Birlasoft positioned as a "Star Performer (Major Contenders)" in Everest
Group's Oracle Cloud Applications Services PEAK Matrix? Assessment 2023.
5. Birlasoft positioned as a "Disruptor" in Avasant's High-Tech Industry
Digital Services 2023-2024 RadarView.
6. Birlasoft recognized as a "Challenger" in Avasant's Digital Workplace
Services 2023 RadarView.
7. Birlasoft positioned as a "Disruptor" in Avasant's Digital CX Services
2023 RadarView.
8. Birlasoft positioned as a "Challenger" in Avasant's End-user Computing
Services 2023 RadarView.
9. Birlasoft positioned as a "Leader" in Next-Gen ADM Services 2023 ISG
Provider Lens™ Study for ‘Continuous Testing Specialists' quadrant in the US
region.
10. Birlasoft recognized as a "Challenger" in Avasant's Digital
Talent Capability 2023 Radarview study.
11. Birlasoft positioned as a "Disruptor" in Avasant's Data
Management and Advanced Analytics Services 2023 RadarView study.
12. Birlasoft positioned as a "Leader" in Oil and Gas Industry -
Services and Solutions 2023 ISG Provider Lens™ Study in the North America region
for the ‘Data Management and Cloud Computing' and ‘Next-Gen IT/OT Services'
quadrants.
13. Birlasoft positioned as a "Product Challenger" by ISG in
‘Enterprise Asset Management - North America' and ‘Next-Gen IT/OT Services -
Europe' quadrants.
14. Gartner recognized Birlasoft as a "Niche Player" in its Magic
Quadrant report on Cloud ERP Services for Service-Centric Enterprises.
15. Birlasoft recognized as a "Product Challenger" in ISG's
Manufacturing Industry Services and Solutions 2023.
16. Birlasoft recognized by ISG in its Provider Lens Competitive
Benchmarking study on Oracle Cloud and Technology Ecosystem in multiple quadrants
across US, Europe and Brazil as a "Rising Star, Product Challenger and Market
Challenger".
17. Birlasoft recognized as a "Disruptor" in Avasant RadarView report on
Tech-enabled Sustainability Services.
18. Birlasoft recognized as a "Major Contender" in Everest's Life Sciences
Smart Manufacturing Peak Matrix report 2023.
19. Birlasoft recognized as a "Product Challenger" by ISG in its Analytics
Services 2023 Provider Lens Study.
20. Birlasoft recognized by ISG as a "Product Challenger" in its Intelligent
Automation 2023 Provider Lens Study.
21. Birlasoft recognized as a "Leader" and "Rising Star" in SAP
Ecosystem Provider Lens report.
22. Birlasoft recognized as a "Leader" in ISG's Provider Lens report on
Salesforce Ecosystem.
23. Birlasoft recognized by Avasant as a "Disruptor" in its RadarView report
on Hybrid Enterprise Cloud Services.
24. Birlasoft recognized as a "Disruptor" in Avasant's Internet of Things
Services.
25. Birlasoft recognized as a "Disruptor" in Avasant's Manufacturing Digital
Services report.
26. Birlasoft featured as a "Disruptor" in Avasant's Life Sciences Digital
Services 2024 RadarView™ report.
27. Birlasoft recognized as a "Disruptor" in Avasant's Oracle Cloud ERP.
28. Birlasoft recognized as a "Challenger" in Avasant's Intelligent
Automation Services.
29. Birlasoft recognized as a "Challenger" in Avasant's Digital Commerce
Services.
30. Birlasoft received the Frost & Sullivan 2023 Global MES in Healthcare and Life
Sciences Customer Value Leadership Award.
Particulars of Employees, Directors and Key Managerial Personnel
The ratio of remuneration of each Director to the median employee's remuneration and
other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed
to this Report as "Annexure 3".
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, a
statement showing the names of employees and other particulars of the top ten employees
and employees drawing remuneration in excess of the limits as provided in the said Rules
are required in the Board's Report as an addendum thereto. However, in terms of provisions
of the first proviso to Section 136(1) of the Act, this Annual Report is being sent to the
Members of the Company excluding the aforesaid information. The said information is
available for inspection and any Member interested in obtaining such information may write
to the Company Secretary for the same.
Employees Stock Option Plans ("ESOPs")
The information pursuant to the provisions of the Act and Regulation 14 of the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, relating to ESOPs of the Company, is annexed to this Report as "Annexure
4" and has been uploaded on the website of the Company and can be accessed
through web link https:// www.birlasoft.com/company/investors/policies-reports-filings.
Certificate from Dr. K. R. Chandratre, Practising Company Secretary (FCS No.: 1370 and
CP No.: 5144), the Secretarial Auditor of the Company, confirming that the schemes have
been implemented in accordance with the said SEBI Regulations, would be placed at the
ensuing AGM of the Company for inspection by the Members.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention and prohibition of sexual harassment at workplace
("POSH Policy"). The Company has also put in place a redressal mechanism for
resolving complaints received with respect to sexual harassment and discriminatory
employment practices for all genders. This process ensures complete anonymity and
confidentiality of information. An Internal Committee has been constituted to investigate
and resolve all sexual harassment complaints reported to this Committee.
During the year under review, two complaints of sexual harassment were received by the
Company. Details as per the provisions of Sections 21 and 22 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are as under:
| Number of cases |
1 |
| pending at the |
|
| beginning of the |
|
| financial year |
|
| Number of |
2 |
| complaints |
|
| filed during the |
|
| financial year |
|
| Number of |
Nil |
| cases pending |
|
| at the end of the |
|
| financial year |
|
| Details of |
The Internal Committee (IC) has been |
| workshops |
reconstituted and represented by a lawyer |
| or awareness |
through the external POSH partner. |
| programs |
Two training sessions were conducted |
| against sexual |
for the IC Members by the new external |
| harassment |
partner. |
| carried out |
|
|
New external tool for registering, |
|
recording and monitoring of POSH |
|
complaints, provided and monitored by |
|
the external partner is introduced for |
|
the employees and others to register |
|
their complaints. With this, tracking of |
|
complaints becomes more efficient. |
|
All new joiners are provided with training |
|
sessions through e-learning modules and |
|
training attendance is mandatory for all. |
|
For all existing employees, refresher |
|
training through e-learning modules is |
|
provided. |
|
Regular awareness campaigns through |
|
email and posters are done, with |
|
highlights of the policy, complaint and |
|
redressal mechanism. |
| Nature of action |
All three cases (including the open case from |
| taken by the |
previous FY) were closed by IC as per POSH |
| employer or |
policy. Basis the inquiry & recommendation |
| district officer |
of the IC, the following actions were taken: |
|
In two cases warning letters were issued |
|
to the accused employees. Accused in |
|
the third case was a customer resource |
|
(unnamed); therefore, the case was |
|
shared with the IC of customer for their |
|
necessary action. However, the complainant |
|
withdrew her complaint later in writing and |
|
did not provide any detail of the accused or |
|
incident, hence the complaint was closed by |
|
the customer IC. |
Policy on Directors' appointment and remuneration
Pursuant to the provisions of Section 134(3)(c) of the Act, the policy of the Company
on the appointment and remuneration of Directors including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under Section 178(3) of the Act is annexed to this Report as "Annexure 5".
This Nomination and Remuneration Policy as approved by the Board is available on the
Company's website and can be accessed through the web link https://www.
birlasoft.com/company/investors/policies-reports-filings.
Particulars of loans, guarantees or investments
The details of loans, guarantees and investments, if any, which are covered under the
provisions of Section 186 of the Act are given in the notes to the financial statements.
Related Party Transactions
The Company has adequate procedures for identification and monitoring of related party
transactions. All the transactions entered into with the related parties during the
financial year were at arm's length basis and in the ordinary course of business. The
related party transactions are placed before the Audit Committee on a quarterly basis for
their approval/noting, as the case may be.
For details on related party transactions, Members may refer to the notes to the
financial statements. The Policy on Related Party Transactions as approved by the Board is
available on the Company's website and can be accessed through the web link
https://www.birlasoft.com/company/investors/policies-reports-filings.
Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of
contracts or arrangements with related parties referred to in Section 188(1) of the Act
and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this
Report as "Annexure 6".
Material changes and commitments
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company to which the financial
statements relate, and the date of this Report.
Enterprise Risk Management Policy
The Board has constituted a Risk Management Committee (the "RMC") to review
the risk management plan/process of the Company. The RMC assists the Board in its
oversight of the Company's management of key risks, including strategic and operational
risks, as well as the guidelines, policies and processes for monitoring and mitigating
such risks under the aegis of the overall Business Risk Management Framework.
The Company has an Enterprise Risk Management Policy which has been approved by the
Board. The Policy acts as an overarching statement of intent and establishes the guiding
principles by which key risks are managed across the organization. The Board monitors and
reviews periodically the implementation of various aspects of the Enterprise Risk
Management Policy through the RMC.
A write-up on ‘Enterprise Risk Management' forms part of this Annual Report.
There are no risks identified by the Board which may threaten the existence of the
Company.
Internal Control Systems and Adequacy of Internal Financial Controls
The Company has put in place adequate internal financial control procedures
commensurate with its size, complexity and nature of business. The Company has identified
and documented all key financials controls, which impact the financial statements as part
of its Standard Operating Procedures. The financial controls are tested for operating
effectiveness through ongoing monitoring and review process by the management and also
independently by the Internal Auditor. Where weaknesses are identified as a result of the
reviews, new procedures are put in place to strengthen control, and these are in turn
reviewed at regular intervals.
Based on the review, nothing has come to the attention of Directors to indicate that
any material breakdown in the function of these controls, procedures or systems occurred
during the year under review.
Audit Committee
The Board has a duly constituted Audit Committee in line with the provisions of the Act
and the SEBI (LODR) Regulations, 2015. The primary objective of the Committee is to
monitor and provide effective supervision of the management's financial reporting process,
to ensure accurate and timely disclosures, with the highest level of transparency,
integrity and quality of financial reporting. The Committee met four times during the
year. Detailed information pertaining to the Audit Committee has been provided in the
Corporate Governance Report.
Committee Recommendations
During the year, recommendations of all the Committees were accepted by the Board. The
composition of the Committees is provided in the Corporate Governance Report.
Corporate Social Responsibility ("CSR")
The details of the initiatives taken by the Company during the year on CSR, in
accordance with Section 135 of the Act and the Companies (Corporate Social Responsibility
Policy) Rules, 2014 & the amendments thereto, along with information about CSR
Committee of the Board, is annexed to this Report as "Annexure 7".
The CSR Policy of the Company is available on the website of the Company and can be
accessed through the web link https://
www.birlasoft.com/company/investors/policies-reports-filings.
Annual Evaluation of the Board, its Committees and Individual Directors
A formal evaluation of the performance of the Board, its Committees, the Chairman and
the individual Directors was carried out for the financial year 2023-24. The performance
evaluation was done individually using structured questionnaires, covering composition of
Board, receipt of regular inputs and information, functioning, performance and structure
of Board Committees, skill set, knowledge and expertise of Directors, attendance at
Board/Committee meetings, preparation and contribution at Board/Committee meetings,
leadership, etc. The performance evaluation of the respective Committees and that of
Independent and Non-Independent Directors was done by the Board, excluding the Director
being evaluated. List of Key Skills/ Expertise/Competencies of the Board is provided in
the Corporate Governance Report.
The performance evaluation of Non-Independent Directors, the Chairman and the Board was
done by the Independent Directors.
Establishment of Vigil Mechanism
The Company has a Whistle Blower Policy covering vigil mechanism as per Regulation 22
of the SEBI (LODR) Regulations, 2015, for the Directors and employees to report their
genuine concerns. The details of the same are explained in the Corporate Governance
Report. The Whistle Blower Policy can be accessed on the Company's website at
https://www.birlasoft. com/company/investors/policies-reports-filings.
Annual Return
Pursuant to Sections 134(3)(a) and 92(3) of the Act, read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return in e-form MGT-7 can be
accessed on the Company's website at https://www.birlasoft.com/
company/investors/policies-reports-filings#annual-return.
Conservation of energy, technology absorption and foreign exchange earnings and outgo
Information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed as "Annexure 8" to this
Report.
Directors' Responsibility Statement
The Directors, to the best of their knowledge and belief and according to the
information and explanations obtained and pursuant to Section 134(3)(c) and Section 134(5)
of the Act, confirm that:
i) in the preparation of the annual accounts for the financial year ended March 31,
2024, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;
ii) 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 as on March 31, 2024 and of the profit of the
Company for the year ended March 31, 2024;
iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv) they have prepared the annual financial statements on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
CEO & CFO Certification
As required by Regulation 17(8) of the SEBI (LODR) Regulations, 2015, the CEO and CFO
certificate, for the year under review was placed before the Board at its meeting held on
April 29, 2024.
A copy of such certificate forms a part of the Corporate Governance Report.
Secretarial Standards issued by the Institute of Company Secretaries of India
The Company complies with all applicable Secretarial Standards as issued by the
Institute of Company Secretaries of India.
Listing with Stock Exchanges
The equity shares of the Company continue to be listed on the National Stock Exchange
of India Limited and BSE Limited. The Annual Listing Fee for the financial year 2024-25
has been paid to these exchanges.
Directors & Officers Insurance Policy
The Company has in place an insurance policy for its Directors
& Officers with a quantum and coverage as approved by the Board. The policy
complies with the requirement of Regulation 25(10) of SEBI (LODR) Regulations, 2015.
Other Statutory Disclosures
The Directors state that no disclosure or reporting is required with respect to the
following items as there were no transactions related to these items during the year under
review:
? Details relating to Deposits covered under Chapter V of the Act;
? Issue of sweat equity shares or equity shares with differential rights as to
dividend, voting or otherwise;
? Raising of funds through, preferential allotment or qualified institutions
placement;
? Provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees;
? Significant or material order passed by any regulators or courts or tribunals
against the Company impacting the going concern status and Company's operations in future;
? Application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016;
? Instance of one-time settlement with any financial Institution; and
? Maintenance of cost records and requirement of cost audit as prescribed under
the provisions of Section 148(1) of the Act.
Acknowledgments
The Board of Directors take this opportunity to thank all the Members of the Company
for their continued support.
The Directors thank all the customers, vendors and bankers for their continued support
during the year. The Directors place on record their appreciation to the contribution made
by the employees at all levels, the Company's consistent growth was made possible by their
hard work, solidarity, co-operation and support.
The Directors further thank the governments of various countries where the Company has
its operations. The Directors also thank the Government of India, particularly the
Ministry of Communication and Information Technology, the Ministry of
Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and
Indirect Taxes Departments, the Income Tax Department, the Reserve Bank of India, the
State Governments, the Software Development Centres (SDCs)/ Special Economic Zones (SEZs)
– Pune, Noida, Mumbai, Navi Mumbai, Chennai, Coimbatore, Bengaluru, Hyderabad and all
other government agencies and look forward to their continued support in the future.
|
For and on behalf of the Board of Directors |
|
Amita Birla |
| New Delhi |
Chairman |
| April 29, 2024 |
DIN: 00837718 |