Majesco Ltd Directors Report.

To the Members,

Your Directors have pleasure in submitting the 6th Board of Directors Report, along with the audited financial statements of the Company, for the financial year ended March 31, 2019.

1. FINANCIAL SUMMARY

( Rs. in lakhs)
Standalone
Consolidated Continuing Operations*

Discontinued Operations*

Particulars Year ended March 31, 2019 Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2018
Revenue from operations
Information technology services 97,898 79,884 - - 1,865 1,999
Reimbursement of expenses from customers 912 720 - - 70 -
Rental Income - - 974 905 - -
Total Operating 98,810 80,604 974 905 1,935 1,999
Revenue
Other Income 2,810 1,092 2,359 935 - 18
Total Income 1,01,620 81,696 3,333 1,840 1,935 2,017
Employee Benefits and other expenses 89,292 78,344 1,303 708 2,089 1,980
Depreciation and amortization expenses 1,961 1,785 69 82 73 28
Finance costs 361 489 28 28 - -
Total Expenses 91,614 80,618 1,400 818 2,162 2,008
Exceptional items – expense/ (income) (274) (1,053) - (1,053) - -
Profit before Tax 10,280 2,131 1,933 2,075 (227) 9
Tax expense / (Credit) 3,106 1,851 534 648 (45) 2
Profit after Tax / (loss) 7,174 280 1,399 1,427 (182) 7
Other Comprehensive Income 13 574 - 3 (1) 7
Total Comprehensive Income 7,187 854 1,399 1,430 (183) 14
Earnings per share of face value of Rs. 5/- each
Basic (Rs. ) 19.14 2.6 4.95 5.89 (0.64) 0.03
Diluted (Rs. ) 18.36 2.47 4.76 5.59 (0.62) 0.03

*Revenue from India Insurance Products & Services Business was contracted to be sold with effect from April 1, 2019 and accordingly, has been considered as discontinued operations. The Company proposes to amend its Memorandum of Association to include renting of property as one of its main objects and accordingly rental income is considered as revenue from operations and classified as Continuing Operations.

Financial Statements for the year ended March 31, 2019 have been prepared in accordance with Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015, as amended and the Companies (Indian Accounting Standards) Amendment Rules, 2016.

2. RESULTS OF OPERATIONS

a) Consolidated operations

The Group registered total operating revenue of Rs. 98,810 lakhs for the year ended March 31, 2019 as compared to Rs. 80,604 lakhs for the year ended March 31, 2018.

The Group earned a net profit of Rs. 7,174 lakhs for the year ended March 31, 2019 as compared to net profit of Rs. 280 lakhs for the year ended March 31, 2018. Analysis of the Operating Revenue region-wise, offering-wise and line of business-wise is provided below.

Breakup of Operating Revenue by regions

Year ended March 31, 2019

Year ended March 31, 2018

Region Rs. in lakhs % of Revenue Rs. in lakhs % of Revenue
North America 84,676 85.70 70,689 87.70
Europe 6,866 6.90 4,288 5.30
Others (India & Asia Pacific) 7,268 7.40 5,627 7.00
Total Operating Revenue 98,810 100.00 80,604 100.00

Breakup of Operating Revenue by offerings

Year ended March 31, 2019

Year ended March 31, 2018

Offerings Rs. in lakhs % of Revenue Rs. in lakhs % of Revenue
License 2,983 3.00 1,673 2.10
Professional Services 37,472 37.90 42,328 52.50
Cloud 40,110 40.60 23,985 29.80
Support 18,245 18.50 12,618 15.60
Total Operating Revenue 98,810 100.00 80,604 100.00

Breakup of Operating Revenue by Line of Business

Year ended March 31, 2019

Year ended March 31, 2018

Line of Business Rs. in lakhs % of Revenue Rs. in lakhs % of Revenue
Property & Casualty 69,275 70.10 61,689 76.50
Life & Annuities 28,895 29.20 17,754 22.00
Non-Insurance 640 0.70 1,161 1.50
Total Operating Revenue 98,810 100.00 80,604 100.00

b) Standalone Operations

(i) Continuing Operations

Your Company reported a total income of Rs. 3,333 lakhs for the year ended March 31, 2019 as compared to Rs. 1,840 lakhs for the year ended March 31, 2018. The Company earned a net profit of Rs. 1,399 lakhs for the year ended March 31, 2019 as compared to net profit of Rs. 1,427 lakhs for the year ended March 31, 2018.

(ii) Discontinued Operations

Your Company reported a total income of Rs. 1,935 lakhs for the year ended March 31, 2019 as compared to Rs. 2,017 lakhs for the year ended March 31, 2018. The Company incurred net loss of Rs. 182 lakhs for the year ended March 31, 2019 as compared to net profit of Rs. 7 lakhs for the year ended March 31, 2018.

3. RESERVES

No amount is proposed to be transferred to reserves for the year ended March 31, 2019.

4. DIVIDEND

The Board of Directors have recommended @ 30% i.e. Rs. 1.50/- per equity share of face value of Rs. 5/- each for the financial year 2018-19. The dividend is subject to approval of the shareholders at ensuing 6th Annual General Meeting of the Company ("AGM").

5. CHANGE IN SHARE CAPITAL

During the year under review, there was no change in authorized share capital of the Company.

During the year under review, the Company allotted 2,23,045 equity shares of face value ofRs. 5/- each, to various employees and Managing Director of the Company, on exercise of vested stock options. These equity shares rank pari passu in all respects with existing equity shares of the Company.

As on March 31, 2019, the paid-up share capital of your Company stood at Rs. 14,17,27,205/- comprising 2,83,45,441 equity shares of face value of Rs. 5/- each.

6. STATEMENT OF UTILIZATION OF QIP PROCEEDS

Pursuant to Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI Listing Regulations"), the statement of utilization of Qualified Institutional Placement (QIP) proceeds as on March 31, 2019, as approved by the Audit Committee, is furnished below.

Particulars Amount
Rs. ( in crore)
Gross proceeds of QIP Issue 231.08
Less: Issue Expenses 5.81
Net proceeds of QIP Issue (as mentioned in Placement Document) 225.27
Less: Amount utilized for the purpose received 225.27
Balance Amount NIL

Kindly note that the Company has fully utilized QIP proceeds by way of investment in subsidiary, Majesco, USA, in form of subscription to 45,81,109 shares in rights issue, which is in accordance with the objects of use of proceeds, as mentioned in placement document dated January 29, 2018.

7. MA TERIAL CHANGES AND AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2019 AND DATE OF THIS REPORT & CHANGE IN NATURE OF BUSINESS

In order to achieve the twin objective of consolidation of entire Insurance Software and Products business under Majesco, USA, subsidiary of the Company and to ensure greater operational synergies, the Board of Directors of the Company at its meeting held on March 16, 2019, based on recommendations of the Audit Committee, approved sale, transfer and disposal, as a going concern and on a slump sale basis, of the Companys India Insurance Products & Services Business, together with the use of all the licences, permits, consents and approvals whatsoever, and all related assets (excluding all immovable assets) and dividend liabilities together with employees, to Majesco Software and Solutions India Private Limited ("MSSIPL"), a wholly-owned step-down subsidiary of Majesco, USA, for a lump sum consideration of Rs. 2437.45 lakhs (Rupees Two Thousand Four Hundred Thirty Seven lakhs and Forty Five thousand only) subject to certain adjustments at or after closing, as agreed between the Company and MSSIPL, with effect from April 1, 2019.

Aforesaid transaction has been approved by the members of the Company, by way of Special Resolution passed through Postal Ballot on April 30, 2019.

In light of above, revenue from India Insurance Products Services Business has been considered as discontinued operations.

Pursuant to Memorandum of Association of the Company ("MOA"), Main Objects of the Company is essentially to carry on the business of computers and computer peripherals, storage media, computer software and hardware, to provide facilities relating to computer operations and data processing equipment and in general to undertake the business of Information Technology consulting and software ("IT Business").

In addition to IT Business, the Company also derives income from leasing of immovable property and income from mutual funds & fixed deposits, which is permitted as an object that is incidental or ancillary to the Main Objects of the Company.

Based on the above facts, it is proposed to amend the Objects Clause of MOA to include the relevant incidental/ ancillary activities viz. leasing of immovable property & Income from mutual funds/ fixed deposits, under Main

Objects. Accordingly proposal for alteration of Objects Clause of MOA is being placed for approval of Members of the Company at forthcoming AGM. Accordingly, rental income has been considered as revenue from operations and classified as Continuing Operations.

8. SUBSIDIARY COMPANIES

Y our Company has one direct subsidiary namely Majesco, USA, in which it holds 70.28% stake. As on March 31, 2019. Majesco, USA, has eight direct and indirect subsidiaries.

In accordance with Section 129(3) of the Act, Consolidated Financial Statements have been prepared which form part of this Annual Report. As required under Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is enclosed as Annexure – I to this Report.

In accordance with Section 136 of the Act, the separate audited accounts of the subsidiary companies will be available on the website of the Company, https://ir.majesco. com/ and the Members desirous of obtaining the accounts of the Companys subsidiaries may obtain the same upon request. These documents will be available for inspection by the members, till the date of AGM during business hours at registered office of the Company.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with the SEBI Listing Regulations can be accessed on the Companys website at https://ir.majesco.com/policies/.

The details of subsidiary and step down subsidiaries as on March 31, 2019 are given below:

( Rs. in lakhs)
Turnover Net Profit
Name of the Subsidiary Date of Incorporation Country Business As on 31.03.2019 As on 31.03.2018 As on 31.03.2019 As on 31.03.2018
Majesco 07-Apr-1992 USA Information Technology Services 34,355 25,510 (4,371) (8,935)
Step Down Subsidiary
Majesco Software and Solutions Inc. 03-Jun-1991 USA Information Technology Services 54,910 30,629 5,150 426
Cover-All Systems Inc.* (ceased to be step-down subsidiary) 26-Oct-1989 USA Information Technology Services NA 16,881 NA 3,811
Majesco Canada Limited 09-Feb-2009 Canada Information Technology Services 397 776 (2.03) 6
Majesco Sdn Bhd 29-Apr-2000 Malaysia Information Technology Services 4,168 3,384 (650) 21
Majesco Asia Pacific Pte. Limited** 26-Mar-1991 Singapore Information Technology Services 908 245 14 4
Majesco (Thailand) Co. Limited*** (ceased to be step-down subsidiary) 05-Feb-2007 Thailand Information Technology Services NA NIL NA (23)
Majesco Software and Solutions India Private Limited$ 21-Oct-2014 India Information Technology Services 35,265 29,512 4,814 3,488
Majesco (UK) Limited$ 23-Oct-2014 UK Information Technology Services 4,438 4,280 166 134
Exaxe Holdings Limited# (acquired) 02-Nov-1999 Ireland Information Technology Services NIL NA NIL NA
Exaxe Limited# (acquired) 16-Sep-1994 Ireland Information Technology Services 2,504 NA 705 NA

*Merged with Majesco Software and Solutions Inc. w.e.f. January 1, 2019.

**Majesco Asia Pacific Pte. Ltd. is wholly-owned subsidiary of Majesco Sdn Bhd and step down subsidiary of Majesco, USA.

*** Liquidated w.e.f. January 29, 2019. $Majesco Software and Solutions India Private Limited and Majesco (UK) Limited are wholly-owned subsidiaries of Majesco Software and Solutions Inc. and step down subsidiaries of Majesco, USA.

#Exaxe Holdings Limited is subsidiary of Majesco, USA and Exaxe Limited is wholly-owned subsidiary of Exaxe Holdings Limited and step-down subsidiary of Majesco, USA. Exaxe Holdings Limited was acquired on November 27, 2018. Economic transfer took place w.e.f. October 1, 2018.

9. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with Regulation 34 of SEBI Regulations, Management Discussion and Analysis Report forms part of this Annual Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

T o the best of their knowledge and belief and according the information and explanations obtained by them, your Directors make the following statement in terms of subsections (3) (c) and (5) of Section 134 of the Act that:

a) In preparation of the Financial Statements for the financial year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) We 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 at March 31, 2019 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care had been taken 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 frauds and other irregularities;

d) Financial Statements of the Company had been prepared on a going concern basis;

e) We have laid down Internal Financial Controls to be followed by the Company which are adequate and operating effectively; and

f) We have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Company has six Directors, out of those three are Independent Directors including one Woman Independent Director.

a) Appointment of Mr. Jyotin Mehta as an Independent Director of the Company

Mr. Jyotin Mehta (DIN: 00033518) was appointed as an Additional Director (Independent) for tenor of five years with effect from November 5, 2018, not liable to retire by rotation. Proposal for his appointment as an Independent Director is being placed for the approval of members of the Company at the ensuing AGM. The Board recommends appointment of Mr. Jyotin Mehta, as an Independent Director, for approval by the members at the forthcoming AGM.

b) Retirement by rotation

Listing Mr. Radhakrishnan Sundar (DIN: 00533952), Executive Director of the Company, retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. to

c) Independent Directors

All the Independent Directors have furnished declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 25 of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

d) Key Managerial Personnel

Key Managerial Personnel for the financial year 2018-19

Mr. Farid Kazani (DIN: 06914620)

Managing Director & Group CFO

Mr. Radhakrishnan Sundar (DIN: 00533952)

Executive Director

Mr. Kunal Karan

Chief Financial Officer

Mrs. Varika Rastogi

Company Secretary

During the year under review, Mrs. Varika Rastogi was appointed as the Company Secretary of the Company with effect from May 14, 2018 in place of Mr. Nishant S. Shirke who ceased to be the Company Secretary of the Company w.e.f. April 17, 2018.

e) Number of Board Meetings

The Board of Directors of the Company met seven times during the financial year 2018-19. The details of the Board meetings and the attendance of the Directors, are given in Corporate Governance Report which forms part of this report.

12. COMMITTEES OF THE BOARD

Your Company has duly constituted the required under the Act read with applicable Rules made there under and the SEBI Listing Regulations.

The Company has an Audit Committee with the constitution, powers and role as are prescribed under Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations.

The other statutory committees of the Board are given below:

i) Nomination and Remuneration Committee

ii) Investors Grievances and Stakeholders Relationship Committee

iii) Corporate Social Responsibility Committee Details with regard to composition, powers, role, meetings held and attendance of members at meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

13. BO ARDS PERFORMANCE EVALUATION

In compliance with requirement of the provisions of Section 178 of the Act read with Rules framed thereunder and Schedule IV to the Act as well as Regulation 17(10) of the SEBI Listing Regulations, the performance evaluation of the Board as a whole and individual directors was carried out during the year under review. As a best practice, the method of formal performance evaluation combines Internal Assessment and Assessment by external evaluator. The Company had adopted the same methodology for carrying out Board Evaluation exercise.

With the help of an external evaluator, a structured questionnairewasprepared,aftertakingintoconsideration, inputs received from the Directors, covering various aspects of the Boards functioning such as Board Structure & Development, Board Meetings & Materials, Key Board Responsibilities & Reporting, Board Management Relationship, Board Committees Effectiveness, Board Mission.

The outcome of the evaluation of the Board was comprehensively discussed at the meeting of Nomination and Remuneration Committee.

Performance Evaluation process for Independent Directors was based on the declarations received from Independent Directors that they fulfilled the criteria of independence as required under the Act and SEBI Listing Regulations.

14. NOMINATION AND REMUNERATION POLICY

The Company has a policy on remuneration of Directors and Key Managerial Personnel. The policy is approved by the Nomination and Remuneration Committee and the Board of Directors of the Company.

This policy is available on website of the Company and the link for the same is provided below: https://ir.majesco.com/ policies/.

15. PEOPLE PRACTICES

Majesco Group deploys its intellectual capability to create and deliver intellectual property-driven solutions that make a positive business impact for its global clients. For this, the key success enabler and most vital resource is world-class talent. Majesco Group continually undertakes measures to attract and retain such high quality talent. The Human Resources team has been on a path of continuous progress and improvement, constantly on the lookout for creating better employees experience over the last year.

Employee Friendly Policies: A significant step taken during the year 2018-19 towards better employee experience was to bring in changes to various HR policies. As part of continuous improvement, policies are periodically reviewed to make them more employee friendly.

CHORDS: Teams to work effectively, often need some external stimuli and intervention. Team building can be an effective tool to bring the team members together, learn and function better to improve communication, productivity and other desirable attributes. HR team has facilitated multitude of these sessions across different projects and Business Units with participants ranging from Software Engineer to Senior Vice President.

GeekCafe: Continuous learning plays an important role in improving productivity. GeekCafe is an initiative to leverage the expertise within to build a better knowledge base and help employees improve their technical and functional capabilities. HR team has been introducing this in various Business Units across offshore.

Annual Awards: Employees recognition plays a key role in keeping morale up and employees engaged. While there were quarterly awards and SPOT awards, there was a need to introduce something to bring in more excitement and anticipation. Keeping this into consideration, the ‘Annual Awards were launched – a whole new categories of awards to recognize excellence, innovation & team spirit along with sizeable rewards for the winners.

Work ethics awareness campaign: Strong work ethics speak volumes about an organization and its culture. HR team took up an awareness campaign to share information about desired work ethics at Majesco and its importance.

Policy awareness campaign: Majesco has many employee benefit policies but not all employees are aware of them.

Hence a policy awareness campaign was initiated wherein each month, one policy gets highlighted.

You matter! Upwards feedback: In line with Majesco value of ‘Openness & Transparency wherein we would like to encourage upwards feedback so as to help build a strong leadership team, HR team rolled out a new initiative called ‘You Matter!

Fun-n-Joy & Majesco United: In addition to celebrating the traditional events and festivals, a host of new events was added such as International Mens Day, Majesco Anniversary Week, Red FM Clash of Corporates, Back to School, etc.

As on March 31, 2019, Majesco Group had a total headcount of 2,763 (including contactors employees). The Directors wish to place on record their appreciation for the contributions made by employees to the Company during the year under review.

16. INTERNAL CONTROL SYSTEM

A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting.

17. INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.

During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates.

18. ST ATUTORY AUDITORS AND THEIR

At the 2nd AGM held on April 30, 2015, M/s. Varma & Varma, Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of five consecutive years. Kindly note that, the Ministry of Corporate Affairs vide its notification dated May 7, 2018 has done away with the requirement under first proviso to Section 139 of the Act, regarding ratification of appointment of Statutory Auditors by members at every subsequent AGM. M/s. Varma & Varma, Chartered Accountants, continue to be the Statutory Auditors of the Company till the conclusion of 7th AGM, as approved by the members at 2nd AGM held on April 30, 2015. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Further, the report of the Statutory Auditors is provided in the financial section of the Annual Report. The observations made in the Auditors Report are self-explanatory and do not contain any qualification, reservation or adverse remark. Therefore, it does not call for any further comments.

19. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Abhishek Bhate & Co., Company Secretary in Practice, has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure – II to this report. The report is self-explanatory and does not contain any qualification or adverse remark. Therefore, it does not call for any further comments.

20. INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is performed by M/s. Suresh Surana & Associates LLP, Chartered Accountants. The Internal Auditor presents its report to the Audit Committee. The scope, functioning, periodicity and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee.

21. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither Statutory Auditors not Secretarial Auditor have reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, in terms of Section 143(12) of the Act.

22. RISK MANAGEMENT

The Company has constituted a Risk Management Committee to frame, implement and monitor Risk Management Plan of the Company. The Audit Committee quarterly reviews the risks and remedial measures taken in this regard. The risks are identified and discussed by Committee at its meeting at regular intervals. The various risks are categorized as High risk, Medium risk and Low risk and appropriate steps/ measures are taken/ initiated, to mitigate the identified risks from time to time.

23. P ARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees, investments covered under provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

24. REL ATED PARTY TRANSACTIONS

All Related Party Transactions during the financial year under review, were at arms length basis and are in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There were no material significant related party transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit Committee for the transactions which are foreseen and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and Board on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by Audit Committee as well as by Board.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at https:// ir.majesco.com/policies/. Details of related party transactions is provided in Form AOC-2, enclosed as Annexure – III to this report.

25. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act, the extract of annual return in Form MGT-9 is enclosed as Annexure – IV to this report.

26. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the requirement of the Act and the SEBI Listing Regulations, the Company has established a Whistle Blower Policy/ Vigil Mechanism and the same is placed on the Companys website at https://ir.majesco.com/policies.

The employees of the Company are made aware of the said policy at the time of joining the Company.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITIONANDREDREsSAL) ACT, 2013

The Company follows a strict zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder, for prevention and redressal of complaints of sexual harassment at workplace. The Company has constituted Internal Compliance Committee (ICC) for all locations across India. Constitution of ICC is in accordance with requirements as prescribed under aforementioned statute.

During the financial year 2018-19, the Company has not received any complaint on sexual harassment.

28. EMPLOYEE STOCK OPTIONS

The Board of Directors hereby confirm that there is no change in the Employee Stock Option Plan (‘ESOP) scheme plan I of the Company and the ESOP plan is in compliance with the SEBI (Share Based Employee Benefits) , 2014.

Disclosure in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 are available on the website of the company at the following link: https:// ir.majesco.com/.

During the financial year 2018-19, no employee was granted stock option equal to or exceeding 1% of the issued share capital of the Company at the time of grant of options.

29. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Act, the Board of Directors of the Company has formed a CSR Committee. The composition of CSR Committee and brief outline of the CSR policy of the Company with the initiative undertaken by the Company on CSR activities during the year are set out in Annexure – V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company at https://ir.majesco.com/policies.

30. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required in terms of Section the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is given below:

I. Information as per Rule 5(1) of the Companies (AppointmentandRemunerationofManagerial Personnel) Rules, 2014

a) Ratio of the remuneration of each director to the median remuneration of the employees ("MRE") of the Company for the financial year 2018-19:

Name of the Director Ratio to MRE
Executive Directors
Mr. Farid Kazani 22.88X
Mr. Radhakrishnan Sundar 2.63X
Non-Executive Directors
Mr. Venkatesh N. Chakravarty Not Applicable
Mr. Jyotin Mehta Not Applicable
Mr. Ketan Mehta Not Applicable
Mrs. Madhu Dubhashi Not Applicable

b Percentage) increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2018-19:

Name of the Director/ Key Managerial Personnel % increase in remuneration* in the financial year 2018-19
Mr. Farid Kazani 20.10%
Mr. Radhakrishnan Sundar NIL
Mr. Venkatesh N. Chakravarty Not Applicable
Mr. Jyotin Mehta Not Applicable
Mr. Ketan Mehta Not Applicable
Mrs. Madhu Dubhashi Not Applicable
Mr. Kunal Karan, Chief Financial Officer 7.80%
Mrs. Varika Rastogi, Company Secretary Not Applicable

*Remuneration comprises of Gross Salary and Incentive as per Plan.

c) Percentage increase in the MRE during financial year 2018-19: 20%

d) Number of permanent employees on the rolls of the Company as on March 31, 2019: 79

e) Average percentage increase made in salaries of employees other than Managerial Personnel in the financial year was 12.83% vis-a-vis increase of 14% in the salaries of Managerial Personnel.

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

We affirm that the remuneration is as per the remuneration policy of the Company. of

II. Information as per Rule 5(2) of the Companies (AppointmentandRemunerationofManagerial Personnel) Rules, 2014

The statement containing particulars of employees in terms of remuneration drawn is provided in a separate annexure forming part of this report. However, having regard to Section 136 of the Act, the Annual Report excluding the aforesaid annexure, is being sent to all the members of the Company and others entitled thereto. The said annexure is open for inspection at the registered office of the Company. Any member interested in obtaining these particulars will be provided with the same, upon receipt of a written request delivered at the registered office of the Company.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and operations of the Company.

32. PUBLIC DEPOSITS

Your Company has not accepted any deposits from in terms of Section 73 and/ or 74 of the Act.

33. C ONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy: As a software company, energy costs constitute a small portion of the total cost and there is not much scope for energy conservation.

(i) the steps taken or impact on conservation of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy Not Applicable
(iii) the capital investment on energy conservation equipments
(b Technology absorption:
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- Not Applicable
(a) the details of technology imported
(b) the year of import
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development Rs. 77 lakhs (Rs. 137 lakhs for FY 2017-18)

(c) Foreign exchange earnings and Outgo

Year ended March 31, 2019 Year ended March 31, 2018
Foreign Exchange used Rs. 75 lakhs Rs. 157 lakhs
Foreign Exchange earned Rs. 22 lakhs Rs. 31 lakhs

34. CORPORATE GOVERNANCE

The Company has complied with Corporate Governance requirements as prescribed under the Act and the SEBI Listing Regulations. A separate section on Corporate Governance practices followed by the Company together with the certificate from M/s. Abhishek Bhate & Co., Company Secretary in Practice, forms an integral part of this report.

35. COMPLIANCE WITH SECRETARIAL

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

36. ACKNOWLEDGMENT

Y our Directors place on record their appreciation employees at all levels, whose hard work and solidarity have contributed to the growth and performance of your Company. Your Directors also thank the customers, vendors, bankers and shareholders of the Company for their continued support.

Your Directors also thank the Central and State Governments and other statutory authorities for their continued support.

For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN: 01102892
Date: May 15, 2019
Place: Navi Mumbai