cyient ltd share price Directors report


Dear members,

Your directors take pleasure in presenting the Thirty First (31st) Boards Report on the business and operations of your Company (the "Company" or "Cyient"), along with the audited financial statements for the Financial Year ("FY") ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS: (Amount in Rs Million, except for EPS data)

Particulars Consolidated Standalone
2021-22 2020-21 2021-22 2020-21
Revenue 45,344 41,324 17,505 13,799
Other Income 1,121 1,399 2,753 1,198
Total Income 46,465 42,723 20,258 14,997
Expenses
Operating Expenditure 37,166 35,300 12,377 10,255
Depreciation and amortization expense 1,922 1,945 967 962
Impairment of non-current assets - 274 - 114
Total Expenses 39,088 37,519 13,344 11,331
Profit before finance cost, tax and share of profit from Joint Venture 7,377 5,204 6,914 3,666
Finance Cost 393 433 104 146
Profit before tax (PBT) 6,984 4,771 6,810 3,520
Current tax 1,692 1,351 1,162 755
Deferred tax 69 (218) (43) (16)
Profit after Tax (PAT) 5,223 3,638 5,691 2,781
Profit attributable to Shareholders of the Company 5,223 3,638 5,691 2,781
Other Comprehensive Income attributable to owners of the Company 19 231 (34) 120
Basic EPS 47.75 33.08 52.03 25.29
Diluted EPS 47.54 33.06 51.80 25.27
Paid up share capital 552 550 552 550
Retained Earnings 30,582 28,991 25,435 23,429

2. STATE OF AFFAIRS / COMPANYS PERFORMANCE:

Your company is a global engineering and technology solutions company. It engages with customers across their value chain helping to design, build, operate and maintain the products and services that make them leaders and respected brands in their industries and markets. Customers draw on the company?s expertise in engineering, manufacturing, and digital technology to deliver and support their next-generation solutions that meet the highest standards of safety, reliability and performance.

Your Company provides engineering, manufacturing, geospatial, network and operations management services to global industry leaders. It delivers innovative solutions that add value to businesses through the deployment of robust processes and state-of-the-art technology. The Company?s high-quality products and services help clients leverage market opportunities and gain competitive advantage. There has been no change in the nature of business of the Company during the FY 2022.

The summary of your Company?s performance is as follows:

(Amount in Rs Million)

Sl. No. Particulars FY 2022 FY 2021 % Increase/ (Decrease) YoY
1. Revenue from Operations -Standalone basis 17,505 13,799 26.86
2. Revenue from Operations - Consolidated basis 45,344 41,324 9.73
3. Profit for the year -Standalone basis 5,691 2,781 104.64
4. Profit for the year - Consolidated basis 5,223 3,638 43.57
5. The profit for the year attributable to shareholders and non-controlling interests 5,223 3,638 43.57

3. DIVIDEND:

In terms of regulation 43A of SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015, the Company has formulated and uploaded dividend distribution policy on its? corporate website i.e. https://www.cyient.com/investors/ corporate-governance/.

Details of dividend declared by the Company are as follows:

FY 2022 FY 2021
Dividend per share (in Rs) Dividend % Dividend per share (in Rs) Dividend %
Interim dividend 10 200 NA NA
Final dividend* 14 280 17 340
Total dividend 24 480 17 340

*Final Dividend recommend by the Board of Directors at its Meeting held on 21 April 2022. The payment of final dividend is subject to approval of the shareholders of the Company in the ensuing Annual General Meeting of the Company.

4. EARNINGS PER SHARE (EPS):

The Basic EPS of our Company stood at Rs 52.03 at standalone level and basic EPS at consolidated level stood at Rs 47.75 for the year ended 31 March 2022.

5. TRANSFER TO RESERVES:

The Company has transferred Rs 65 to Special Economic Zone re-investment reserve during the year under review.

6. LIQUIDITY:

The Company continues to be debt-free and maintains sufficient cash reserves to meet its operations and strategic objectives. As at 31 March 2022, Your Company had liquid assets of Rs 11,772 Mn as against Rs 11,543 Mn at the previous year end. These funds have been invested in short-term deposits with scheduled banks & financial institutions, mutual funds, perpetual bonds and tax free bonds.

7. COVID-19:

The FY 2022 being the second year of the COIVID-19 pandemic, the Company has considered internal and external sources of information up to date of approval of these financial statements in evaluating possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of trade and unbilled receivables, investments, goodwill and intangible assets. The Company is confident about the recoverability of these assets.

8. PUBLIC DEPOSITS:

The company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

9. SHARE CAPITAL:

The authorized share capital of the Company is Rs 1,400,000,000 consisting of 280,000,000 Equity Shares of Rs 5 (Rupees Five only) each;

The issued, subscribed and paid-up share capital of the Company is Rs 551,587,080 consisting of 110,317,416 Equity Shares of Rs 5 (Rupees Five only) each;

During the year, your company has allotted 287,604 equity shares of Rs5 each to the associates of the company and its subsidiaries upon exercise of an equal number of stock options vested in them pursuant to the extant Stock Option Schemes of the company.

10. SUBSIDIARIES AND JOINT VENTURES (JV):

As per the provisions of Sections 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/Associate Companies/JV in Form AOC-1 is published as a part of the Annual Report.

During the year, there has been no material change in the nature of the business of the subsidiaries and JV.

11. BUSINESS RESPONSIBILITY REPORT:

In pursuance of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Company is publishing business responsibility report. The same is enclosed as Annexure A.

12. CORPORATE SOCIAL RESPONSIBILITY:

Your company believes in giving back to society in some measure that is proportionate to its success in business. Corporate Social Responsibility (CSR) aims at balancing the needs ofall stakeholders. The company?s CSR initiative goes beyond charity and believes that as a responsible company it should take into account its impact on society as much as creating business impact. The CSR initiatives are conducted through Cyient Foundation. An elaborate report on CSR is published elsewhere in this annual report. The CSR Annual Report is enclosed as Annexure B.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. This CSR Policy of the Company is available on the Company?s website at https:// www.cyient.com/hubfs/2021/CSR/Cyient_CSR_ Policy_3.1.pdf.

13. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company is duly constituted. None of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (the Act?) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Declaration by independent directors The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Certificate on Non- Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 forms part of this Annual Report.

Appointments/Re-appointments, Inductions and Change in Designation:

1. Mr. Ajay Aggarwal (DIN: 02565242) was appointed as an Additional Director w.e.f. 22 April 2021; his appointment as Director was ratified in the AGM held on 17 June 2021. He was further appointed as Executive Director and CFO for a period that is the earlier of 3 years from 22 April 2021 or the attainment of the age of 60 years.

2. Mr. Karthikeyan Natarajan (DIN: 03099771) was appointed as an Additional Director w.e.f 22 April 2021; his appointment as Director was ratified in the AGM held on 17 June 2021. He was further appointed as Executive Director and COO for a period that is the earlier of 3 years from 22 April 2021 or the attainment of the age of 60 years.

3. Mr. M.M. Murugappan (DIN: 00170478), NonExecutive, Non- Independent Director was appointed as Chairman w.e.f. 22 April2021;

4. Mr. Vikas Sehgal (DIN: 05218876) was re-appointed as Independent Director for a second consecutive term by members in the AGM held on 17 June 2021 for a period of 5 years w.e.f. 17 October 2021;

5. Mr. Vivek Gour (DIN: 00254383) and Ms. Matangi Gowrishankar (DIN: 01518137) were each appointed for a second consecutive term by members vide Postal Ballot dated 31 March 2022 for a period of 5 years w.e.f. 25 April 2022

6. Mr. Ramesh Abhishek was appointed as Additional Director on 12 August 2020 and the appointment was regularized by the members at the 30th AGM held on 17 June 2021

Re-appointments:

The following directors retire by rotation and being eligible, offer themselves for re-appointment in the ensuing AGM:

1. Mr. B.V.R. Mohan Reddy (DIN 00058215), NonExecutive, Non- Independent Director;

2. Mr. M.M. Murugappan (DIN: 00170478), NonExecutive, Non- Independent Director;

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by ICSI, brief particulars of the directors proposed to be appointed/ re-appointed are provided asan annexure to the notice convening the AGM. Retirements:

1. Mr. B.V.R. Mohan Reddy stepped down as Executive- Chairman w.e.f. 22 April 2021 and continues as NonExecutive, Non-Independent Director;

2. Mr. Som Mittal, Independent Director retired from directorship w.e.f. 6 February 2022;

3. There were no resignations during the year.

Key Managerial Personnel:

Following are the are Key Managerial Personnel of the Company in accordance with the provisions of Section(s) 2(51), and 203 of theCompanies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Krishna Bodanapu, Managing Director & CEO.

2. Mr. Karthikeyan Natarajan, Executive Director & COO

3. Mr. Ajay Aggarwal, Executive Director & CFO; and

4. Mr. Sudheendhra Putty, Company Secretary.

Registration of Independent Directors in Independent Directors Databank

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

14. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company?s policy on directors? appointment and remuneration and other matters provided in section 178(3) of the Act have been disclosed in the corporate governance report, which forms part of the Boards report.

15. NUMBER OF BOARD MEETINGS DURING THE YEAR:

During the FY 2022, six (6) meetings of the board were held, the details of which have been disclosed in the corporate governance report, which forms part of the Boards report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

16. BOARD EVALUATION AND ASSESSMENT:

The company believes that formal evaluation of the board and of the individual directors, on an annual basis, is a potentially effective way to respond to the demand for greater board accountability and effectiveness. For the company, evaluations provide an ongoing means for directors to assess their individual and collective performance and effectiveness. In addition to greater board accountability, evaluation of board members helps in:

• More effective board processes

• Better collaboration and communication

• Greater clarity with regard to members? roles and responsibilities and

• Improved Chairman - Managing Director - Board relations;

By focusing on the board as a team and on its overall performance, the company ensures that communication and overall level of participation and engagement also improves.

In order to facilitate the same, the board undertook a formal board assessment and evaluation process during 2021-22. The board evaluation was performed after seeking inputs from all the directors and included criteria such as the board composition and structure, effectiveness of board processes, information and functioning as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017.

The Leadership, Nomination & Remuneration Committee has overall stewardship for the process. The evaluation process covers the following aspects:

• Peer and self-evaluation of Directors;

• Evaluation of the performance and effectiveness of the board;

• Evaluation of the performance and effectiveness of Board Committees;

• Evaluation of the performance of the Chairman and the Managing Director & CEO;

• Feedback on management support to the Board;

The evaluation process elicits responses from the directors in a judicious manner - ranging from composition and induction of the board to effectiveness and governance. It also sought feedback on board and committee charters, strategy, risk management and quality of discussion and deliberations at the board. The evaluation process also ensures the fulfilment of independence criteria as specified in the applicable regulations and that the latter are independent of the management.

KPMG analyzed the responses that were collected as part of the board evaluation exercise and categorized the questions and responses based on a pre-determined framework. The report was presented with the findings on the individual strengths and opportunities to improve Board efficiency.

17. COMMITTEES OF THE BOARD:

As required under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as on March 31, 2022, the Board has the following committees:

• Audit Committee;

• Leadership, Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Relationship Committee.

• Environment, Social and Governance (ESG) committee (this committee subsumed the Corporate Social Responsibility and Diversity and Inclusion Committees);

The Board of Directors of the Company at its meeting held on January 19, 2022, constituted the Environment, Social and Governance (ESG) committee.

During the year, all recommendations made by the committees were approved by the Board. A detailed note on the composition of the committees is provided in the Corporate governance report.

18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS: Internal Financial Controls are part of risk management process addressing financial and financial reporting risks. They ensure the orderly and efficient conduct of business, including adherence to Company policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records. They aid in the timely preparation of financial statements. The Internal Financial Controls have been documented, digitised and embedded in the business process.

19. AUDITORS:

1. Statutory Auditors

At the 28th Annual General Meeting (the AGM) held on 6 June 2019, the members approved the appointment of S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E-300004) as Statutory Auditors of the company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 33rd AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at this AGM.

2. Secretarial Auditors

The Board has appointed Mr. S. Chidambaram as the Secretarial Auditors (CP No.2286) for the financial year ended March 31, 2022. The Secretarial Audit Report for the financial year ended 31 March 2022 is annexed as Annexure C to this report.

The Secretarial Audit Report issued by Mr. S. Chidambaram, Secretarial Auditors (CP No.2286) for Cyient DLM Private Limited, a material unlisted subsidiary for the financial year ended 31 March 2022 is annexed as Annexure D to this report.

20. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The Auditors? Report for FY 2022 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

The Secretarial Auditors? Report for FY 2022 does not contain any qualification, reservation or adverse remark. During the FY 2022, the statutory auditors and secretarial auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended 31 March 2022 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mr. S. Chidambaram has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

21. VIGIL MECHANISM:

The Company has put in place a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements), 2015 for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimisation of employees who avail of mechanism. No person has been denied access to the Chairman of the audit committee.

The Whistle blower Policy is available on the website of the company i.e. (https://www.cyient.com/investors/ corporate-governance/). The Company has implemented a web based/online mechanism under the whistle blower policy. This mechanism encompasses the entire trail from the lodging of a complaint to its eventual redressal. The system also provides a dial-in facility to associates in various languages across the countries where the company has its operations.

22. EMPLOYEE STOCK OPTION PLANS:

During the year, the company had granted options to the associates of the company and its subsidiaries, in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Disclosures pursuant to the said regulations is disclosed at the website of the company at https://www.cyient.com/investors/ corporate-governance/ and enclosed as Annexure E.

23. CONSERVATION OF ENERGY, RESEARCH AND

DEVELOPMENT, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 are provided in Annexure F to the report.

24. MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis is enclosed as Annexure G.

25. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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 of the company for that period;

c) 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down 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 were adequate and operating effectively.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan, guarantee, or security is proposed to be utilised by the recipient are provided in the standalone financial statements. (refer note no. 5, 6 and 24 to the standalone financial statements).

27. RELATED PARTY TRANSACTIONS:

The company has complied with the provisions of section 188(1) of the Act dealing with related party transactions. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and is enclosed as Annexure H. Reference is also made to Note No. 24 of standalone financial statements.

28. ANNUAL RETURN:

In accordance with the Companies Act, 2013, a copy of the annual return in the prescribed format as on 31 March 2022 is available on the Company?s website at https:// www.cyient.com/investors/.

29. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

i) Executive Directors:

Name DIN Designation Ratio to Median remuneration
Krishna Bodanapu 00605187 Managing Director 197.51
Karthikeyan Natarajan 03099771 Executive Director &COO 212.86
Ajay Aggarwal 02565242 Executive Director &CFO 82.12

ii) Non-Executive/ Independent Director

Name DIN Designation Ratio to Median remuneration
M.M. Murugappan 00170478 Director 1.87
Som Mittal (resigned w.e.f 06.02.2022) 00074842 Director 1.87
Ramesh Abhishek 07452293 Director 1.87
Vikas Seghal 05218876 Director 4.74
Vivek N Gour 00254383 Director 1.87
Matangi Gowrishankar 01518137 Director 1.87
Vinai Thummalapally 07797921 Director 4.74
B.V.R. Mohan Reddy 00058215 Director 6.24
Alain A De Taeye 03015749 Director 1.87

b) The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

Name Designation % increase in remuneration in the financial year
Krishna Bodanapu Managing Director & CEO 34.0
Karthikeyan Natarajan Executive Director &COO 247.9
Ajay Aggarwal Executive Director & CFO 174.0
Sudheendhra Putty Company Secretary 56.8

As Mr. Karthik Natarajan and Mr. Ajay Aggarwal were not Executive Directors but executives of the company for the financial year ended 31 March 2021, the amounts indicated above are not strictly comparable

c) The percentage increase in the median remuneration of employees in the financial year: 6.55%

d) The number of permanent employees on the rolls of Company: 12,780

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 5.26% and the average annual increase managerial personnel 6%.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

g) The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

Further, the report and the financial statements are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary - company.secretary@ cyient.com

30. PARTICULARS RELATING TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (POSH):

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 during the FY 2022.

The year 2021-22 continues to be challenging for many with lot of changes in policies and practices based on the prevailing situations. With majority of work force Working from home, Organization had reworked on the POSH connect initiatives and ensured Virtual connects every month with associates to build awareness among them.

List of Initiatives under POSH for 2021-22

• We had one registered POSH case in Q1 of FY21- 22 which was closed within the timeline and the respondent was given a warning letter with a penalty of no increment for the FY21- 22

• Awareness and sensitization continues during Induction and mandatory POSH Course for all the new joiners in Dcafe (l&d portal) For all associates we should be making it mandatory with the new module in this FY22- 23

• With the present WFH Scenario , there were no key events

• We continue to have our posh committee meetings to enhance the awareness among associates.

There are no pending complaints either at the beginning or at end of the financial year.

31. RISK MANAGEMENT:

The company pursues a comprehensive risk management programme as an essential element of sound corporate governance and is committed to continuously embedding risk management in its daily culture. This process is followed in five steps:

• Identify risks and opportunities

• assess risk and performance for key processes

• evaluate the risk impact across business operations

• develop mitigation plan for the risks identified and

• monitor the risks at regular intervals and report to

• the Risk Management Committee

The company has classified the risks into five categories:

i. Strategic

ii. Reputational

iii. Operational

iv. Financial

v. Compliance/Litigation.

Each identified risk is assessed according to its probability and impact on the company.

The Board of Directors has formed an internal risk management committee to identify, evaluate, mitigate and monitor the risk management in the company. The committee comprises cross-functional membership from the senior management of the company. The primary objectives of the Committee are to assist the Board in the following:

• To provide an oversight for all categories of risk and promulgate risk culture in the organization.

• To adopt leading risk management practices in the industry and manage risk proactively at organizational level.

• Help to develop a culture of the enterprise that all levels of people understand risks.

• Provide input to management of risk appetite and tolerance and monitor the organizations risk on an ongoing basis.

• Approve and review risk management plan which includes companys risk management structure, framework, methodologies adopted, guidelines and details of assurance and review of the risk management process.

• Monitor risks and risk management capabilities and mitigation plans.

More details on the risk management committee of the board can be found in the Corporate governance report. Members may also refer to the Management Discussion & Analysis Report.

32. CORPORATE GOVERNANCE:

The Company will continue to uphold the true spirit of Corporate Governance and implement the best governance practices. A report on Corporate Governance pursuant to the provisions of Corporate Governance Code stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Full details of the various board committees are also provided therein along with Auditors? Certificate regarding compliance of conditions of corporate governance is enclosed as Annexure I.

33. DISCLOSURE REQUIREMENTS:

Familiarization programme of the independent directors:

https://www.cyient.com/investors/corporate- governance/

Policy for determining material subsidiaries of the Company: https://www.cyient.com/investors/ corporate-governance/

Policy on dealing with related party transactions:

https://www.cyient.com/investors/corporate- governance/

Prevention of sexual harassment policy:

https://www.cyient.com/investors/corporate- governance/

Environment, health and safety policy

https://www.cyient.com/investors/corporate- governance/

Dividend Payment policy:

https://www.cyient.com/investors/corporate-governance/ companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013:

https://www.cyient.com/investors/corporate-governance/

34. SIGNIFICANT AND MATERIAL ORDERS:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company?s operations in future.

35. CEOS DECLARATION:

Pursuant to the provisions of Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration by the Managing Director & CEO of the company declaring that all the members of the board and the senior management personnel of the company have affirmed compliance with the Code of Conduct of the company is enclosed as Annexure J?.

The CEO/CFO certification to the board pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure K?.

36. MATERIAL CHANGES & COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of financial year to which the financial statement relate on the date of this report.

37. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

38. APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the FY 2022.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any such valuation during the FY 2022.

40. ACKNOWLEDGMENTS:

The board of directors? expresses their thanks to the company?s customers, shareholders, vendors and bankers for their support to the company during the year. We also express our sincere appreciation to the contribution made by employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

Your directors would like to make a special mention of the support extended by the various Departments of the Central and State Governments, particularly the Software Technology Parks of India, Development Commissioners - SEZ, Department of Communication and Information Technology, the Direct and Indirect tax authorities, the Ministry of Commerce, the Reserve Bank of India, Ministry of Corporate Affairs/Registrar of Companies, Securities and Exchange Board of India, the Stock Exchanges and others and look forward to their support in all future endeavours.

For and on behalf of the Board
M.M. Murugappan Krishna Bodanapu
Place: Hyderabad Non-Executive Chairman Managing Director &CEO
Date: 21 April 2022 (DIN-00170478) (DIN-00605187)