Team Lease Services Ltd Directors Report.

Dear Shareholders,

Your Directors have the pleasure in presenting the Twentieth (20th) Annual Report of your Company (TeamLease Services Limited/TeamLease) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditors Report for the year ended March 31, 2020. Consolidated performances of the Company, its subsidiaries and associate companies have been referred to wherever required.

1. Corporate Overview

The Company was incorporated in 2000 and has thereafter transformed to being one of the leading human resource service companies in the organized segment. A Fortune India 500 Company listed on BSE Limited and National Stock Exchange of India Limited since 2016, has its corporate headquarters at Bangalore.

2. Financial Summary and Highlights

A summary of the Companys financial results for the Financial Year 2019-20 is as under:

Consolidated Standalone
Particulars
2019-20 2018-19 2019-20 2018-19
Revenue from Operations 5,20,072.26 4,44,759.95 4,78,337.68 4,13,246.85
Other Income 3084.28 1,806.20 4,365.17 2,946.11
Total Income 5,23,156.54 4,46,566.15 4,82,702.85 4,16,192.96
Profit before finance cost, depreciation, 12,593.77 11,251.12 11,843.61 10,247.12
amortisation and taxes
Depreciation and Amortisation 2,858.92 1,051.11 1,473.16 303.93
Profit before Finance Cost and Taxes 9,734.85 10,200.01 10,370.45 9,943.19
Finance Cost 1,288.89 522.44 868.79 206.67
Profit before share of profit/(loss) from associates 8,505.96 9,677.57 9,501.66 9,736.52
Share of (loss)/ profit from associates (208.56) (36.44) NA NA
Profit before tax 8,297.40 9,641.13 9,501.66 9,736.52
Income Tax (credit)/expense 4,799.87 (161.86) 5343.46 34.57
Net Profit for the year 3,497.53 9,802.99 4158.20 9,701.95
Other Comprehensive Income/(Loss) for the year 28.96 23.34 28.47 6.45
Total Comprehensive Income for the year 3,526.49 9,826.33 4,186.67 9,708.40
Earnings Per Equity Share of H10 each:
-Basic & Diluted (in H) 20.46 57.34 24.32 56.75

3. Standalone and Consolidated Financial Statements

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2020 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as "The Act") read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2020. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

4. Review of Business Operations and Future Prospects / State of Affairs

Your Directors wish to present the details of Business Operations done during the year under review:

Standalone Operations

The Companys Revenue from Operations for the year ended March 31, 2020 on a Standalone Basis increased to Rs 4,78,337.68 Lakhs from Rs 4,13,246.85 Lakhs during the previous year. The Company achieved an EBIDTA (including other income) of Rs 11,843.61 Lakhs during the current year as against the previous year EBIDTA (including other income) of Rs 10,247.12 Lakhs. The net profit after tax of the Company for the year ended March 31, 2020 was Rs 4,158.20 Lakhs as against the previous year profit after tax of Rs 9,701.95 Lakhs.

Consolidated Operations

The Companys Revenue from Operations for the year ended March 31, 2020 on a Consolidated Basis increased to Rs 5,20,072.26 Lakhs from Rs 4,44,759.95 Lakhs during the previous year. The Company achieved an EBIDTA (including other income) of Rs 12,385.21 Lakhs during the current year as against the previous year EBIDTA (including other income) of Rs 11,214.68 Lakhs. The net profit after tax of the Company for the year ended March 31, 2020 was Rs 3,497.53 Lakhs as against the previous year profit after tax of Rs 9,802.99 Lakhs.

Number of Associate Employees as on the date of close of Financial Year of the Company was ~211,985 (including the NETAP Trainees of 50,620) as against the previous year Associate employees of ~216,200 (including the NETAP Trainees of ~56,150).

Your Directors express their satisfaction on the overall financial performance and the progress made on different areas by the Company during the year under review.

From a business continuity purpose and in preparation for the future, cash flow availability and costs are key focus areas under the present circumstances. The Company is closely watching market conditions as the lockdown unfolds and evaluating all projects in pipeline and will pace them in line with market conditions. The revised timelines for the development plan will need to be reassessed as the situation unfolds.

The Management, based on its assessment of the situation, has internally revised its business forecasts for the near term and assessed the cash flow required. The cash on books, the sanctioned lines of credit and the operating cash flows as per the forecast appear to be reasonably adequate to meet the debt servicing obligations and minimal capital spends in respect of the development pipeline for the year.

A comprehensive renegotiation exercise is under way with our vendors and service providers; initial outcome of these discussions has been favorable.

The Company has the policy on the employment diversity which states the equal opportunity to everyone without any discrimination of gender, region, caste or religion.

5. Global Pandemic-COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. COVID-19 is significantly impacting business operation of the companies, by way of interruption in supply chain disruption, unavailability of personnel, closure / lockdown of facilities etc. On March 24, 2020, the Government of India ordered a nationwide lockdown for 21 days which further got extended till May 03, 2020 to prevent community spread of COVID-19 in India resulting in significant reduction in economic activities.

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers. From a highly centralized model consisting of work spaces set in physical locations capable of accommodating thousands of employees, the switch to work from home for employees all over, extending all the elements of the Companys working model, was carried out seamlessly. As of March 31, 2020, work from home was enabled to close to 90 percent of the employees to work remotely and securely. This response has reinforced customer confidence in TeamLease and many of them have expressed their appreciation and gratitude for keeping their businesses running under most challenging conditions. TeamLeases working model ensures high quality and delivery certainty that the customers expect while addressing the issues around project management practices and systems.

Although there are uncertainties due to the pandemic and reversal of the positive momentum gained in the last quarter of FY 2020, the strong inherent resilience of the business model, position the Company in a positive place, to navigate the challenges ahead and gain market. As on date of signing of this Annual Report, the Company has been participating in various engagements with the policy makers to recommend mitigation policies. Similarly, the Company is closely engaging with its operating partners and stakeholders to assess the consequent impact and recalibrate the manner in which business is conducted, going forward. With the lifting of the lockdown restrictions, the Company has started re-opening its office spaces in the non-containment zones, after establishing thorough and well-rehearsed safety protocols. The Company is taking utmost care of its staff and work place like sanitization, social distancing, mandatory mask wearing, thermal check at the gate, maintaining proper hygiene and overhead control measures to smoothly manage our operations. With a clear focus on a road map for recovery, the business processes and arrangements are being suitably realigned that includes an increased focus on health and safety of our employees, partners, stakeholders and associates. During this period of lockdown, the Company has taken various steps towards rethinking the ‘new normal for the business and gearing our offerings for the post COVID-19 lockdown world.

6. Dividend Distribution Policy

As per the provisions of Regulation 43A of SEBI LODR Regulations, 2015, the top 500 listed companies on the basis of market capitalization, shall formulate a Dividend Distribution Policy. Accordingly, the Dividend Distribution Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its Shareholders and/or retaining profits earned by the Company. The Policy is furnished herewith as Annexure I to the Boards Report and is also available on the Companys website at https://www.teamleasegroup.com/policy-documents.

7. Dividend and Reserves

Your Directors would like to use the profits earned for purpose of enhancing business and hence do not propose any dividend for the Financial Year under review. No amount has been transferred to reserves and the profit for the year has been retained in the surplus forming part of the reserves of the Company.

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

There were no unpaid/unclaimed dividends declared and paid in previous years and hence the provisions of Section 125 of the Companies Act, 2013 do not apply for the year under review.

9. Subsidiaries, Joint Ventures and Associate Companies

Your Company has formulated a Policy for determining ‘Material Subsidiaries pursuant to the provisions of Regulation 16 of SEBI LODR Regulations, 2015. The said Policy is available on the Companys website https:// www.teamleasegroup.com/policy-documents.

The Company has seven direct and indirect subsidiaries, one Joint Venture, one Associate Company and one Public-Private Partnership as on March 31, 2020. There are no material subsidiaries of the Company for the Financial Year 2019-20.

The details of Subsidiaries, Joint ventures, Associates and Public-Private Partnership are given below.

Subsidiaries:

1. IIJT Education Private Limited (IIJT)

2. TeamLease Education Foundation (TLEF)

3. TeamLease Digital Private Limited (TDPL)

4. Keystone Business Solutions Private Limited (Keystone)

5. Evolve Technologies & Services Private Limited (Evolve)

6. TeamLease E-Hire Private Limited (Formerly known as Cassius Technologies Private Limited (Freshersworld)

7. I.M.S.I Staffing Private Limited (IMSI)

Joint Venture

1. Avantis Regtech Private Limited (Avantis)

Associates

1. School Guru Eduserve Private Limited (Schoolguru)

Public-Private Partnership

1. TeamLease Skills University (TLSU)

1. IIJT Education Private Limited (IIJT) is a wholly-owned subsidiary of the Company. During the year under review, the Company has generated revenue by leasing out its property.

2. TeamLease Education Foundation (TLEF) is a Section 8 Company (originally registered under Section 25 of the Companies Act, 1956). TLEF is a wholly-owned subsidiary of the Company. TLEF is the sponsor of TeamLease Skills University ("TLSU"), the countrys first Skills University, established under the provisions of the Gujarat Private Universities Act, 2009.

Your Company plans to extend financial support to TLEF, till the operations of TLEF stabilize. The loan advanced to this wholly-owned subsidiary is at arms length and will be charged with the appropriate rate of interest. TLEF, has in-turn, advanced monies to TLSU and the same is interest bearing.

TLEF is a National Employability Enhancement Mission (‘NEEM) Agent as approved by the All India Council for Technical Education (AICTE). NEEM is an employability initiative of the Ministry of Human Resource Development, Government of India. TLEF has operationalized the NEEM initiative as National Employability through Apprenticeship Programme (NETAP) through TLSU.

3. TeamLease Digital Private Limited (TDPL) was incorporated under the provisions of Companies Act, 2013 for the purpose of entering into the IT staffing business. TDPL is wholly-owned subsidiary of your Company.

TeamLease had through its subsidiary TDPL, acquired the IT Staffing vertical, of E-Centric Solutions Private Limited, by way of business transfer/ slump sale arrangement. E- Centric Solutions Private Limited is a Hyderabad-based HR Services Company. The IT Staffing vertical, operating since 2014, currently has over 254 core employees, 2680 associates deployed across 87 clients, with a turnover of over of Rs 19,533.94 Lakhs.

4. Keystone Business Solutions Private Limited (Keystone) is engaged in the business of providing information technology staffing solutions and consulting. Keystone is a step down wholly-owned subsidiary of the Company through TDPL.

5. Evolve Technologies & Services Private Limited (Evolve) is a step down wholly-owned subsidiary of Company through TDPL w.e.f. October 31, 2017. Evolve is engaged in the business of staffing (predominantly temporary staffing) to clients in Telecom and IT sector.

6. TeamLease E-Hire Private Limited (Formerly known as Cassius Technologies Private Limited) (Freshersworld) was an Associate Company w.e.f. June 01, 2017 with an investment of 30% stake in Freshersworld. Your Company further acquired additional 21% stake and pursuant to such an investment, Freshersworld became subsidiary Company w.e.f. July 31, 2018. Your Company further acquired additional 25% stake on July 04, 2019 bringing the total investment to 76% as on March 31, 2020. The Bangalore headquartered Freshersworld (www.freshersworld.com) is the leading job site for entry level hiring in India with about 4 million unique visits every month. It has a database of 1 crore+ resumes with over 2 lakh resumes added every month. Freshersworld dominates its competitors in fresher hiring segment with an organic traffic of over 90% and is ranked among the Top 5 hiring portals in India in terms of traffic (per Alexa). It has over 61,000 registered employers/ recruiters with 5,000 subscribed customers and conducts 8-9 virtual recruitment drives every month. Freshersworld is one of the very few online portals with positive margins and operating cashflows.

7. I.M.S.I Staffing Private Limited (IMSI) was acquired by your Company on November 12, 2019 with an investment of 72.70% stake in equity and additional 21.24% stake was acquired by your Company on February 03, 2020, bringing the total investment to 93.94% as on March 31, 2020. IMSI is an IT Infra staffing company having its Registered Office at Dehradun. IMSI is a leader in providing specialized technical manpower for managing IT Infrastructure projects, hardware platforms, OS platforms, developing and maintaining enterprise software applications, networking, data management and storage and internet-web-mobile-cloud platforms. IMSI has over 1,838 associates deployed on 50+ pan India projects with revenue of Rs 2054.18 Lakhs and PBT of Rs 241.09 Lakhs, for the post acquisition period. IMSI is one of the largest manpower outsourcing partners in IT Infra space in India. Over the past 20 years, they have built strong customer relationship and brand recall supported by reliable and efficient delivery engine.

8. Avantis Regtech Private Limited (Avantis) is a Joint Venture of your Company w.e.f. November 01, 2018. Established in October 12, 2018, Avantis is a B2B RegTech (Regulatory Technology) Company in India currently with 104 Enterprise customers serving over 5500+locations across 29 states and 7 union territories in India across 30+ different industries with State of the art cloud enabled SAAS (Software as a Service) Platform equipped with enterprise workflow and document management capabilities.

9. School Guru Eduserve Private Limited (Schoolguru) is an Associate Company w.e.f. December 01, 2017. Established in 2012, it is Indias premier technology-led specialized academic services organization. Schoolguru partners with Indian Universities to help them provide premium online and virtual courses for their students. Schoolguru solicits partnerships only from State / Central universities that are either an Open University (meant to run Distance Education Programs only) or have a significant Distance Education activity. Their managed technology platform provides all the components that a University may need to run their Information and Communication Technology services for their students ranging from the hosting platform, the underlying ERP, admission and fee management, the content, the streaming services, student engagement and communication, student servicing and the expertise to manage the platform. The platform is mobile native and is designed to adopt innovations in machine learning, multi-reality, and analytics to offer personalized and effective learning to millions.

10. TeamLease Skills University (TLSU), a Public-Private Partnership, with the Government of Gujarat, was among the few Universities selected by the United Kingdom Education Research Initiative (UKERI). In terms of the said initiative, the University has received grants that are to be utilized for faculty development.

Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a Report on the performance and financial position of the subsidiary companies as per the Companies Act, 2013 in the Form AOC-1 is furnished as Annexure II to the Boards Report.

10. Management Discussion and Analysis (MD&A) Report

Pursuant to the provisions of Regulation 34 of the SEBI LODR Regulations, 2015, the Management Discussion and Analysis capturing your Companys performance, industry trends and other material changes with respect to your Companies and its subsidiaries, wherever applicable, are set out from pages 162 to 172 in this Annual Report.

The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders and includes aspects of reporting as required by Regulation 34 of the SEBI LODR Regulations, 2015 on Business Responsibility (BR) Report. Statutory section of Business Responsibility (BR) Report is provided from pages 151 to 161 to this Annual Report.

11. Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Corporate Governance Report for Financial Year 2019-20 is set out in pages 114 to 150 of this Annual Report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI LODR Regulations, 2015 is annexed to the Corporate Governance Report.

12. Deposits

Your Company has not accepted any deposit and as such no amount of principal and interest were outstanding as on the Balance Sheet date.

13. Particulars of Loans, Guarantees or Investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are furnished in the notes to the Financial Statements, forming part of this Annual Report.

14. Board of Directors, Committees of the Board and Key Managerial Personnel(s) (KMP(s))

a. Board of Directors

Your Companys Board of Directors comprises of two Executive Directors, four Independent Directors including one Woman Director and the same is detailed in the Report on Corporate Governance, as set out in pages 114 to 150 of this Annual Report.

b. Committees of the Board

As required under the Companies Act, 2013 and SEBI LODR Regulations, 2015, the Board has formed five Committees viz.

• Audit Committee,

• Corporate Social Responsibility Committee,

• Nomination and Remuneration Committee,

• Risk Management Committee and

• Stakeholders Relationship Committee

Keeping in view the requirements of the Companies Act, 2013 and SEBI LODR Regulations, 2015, the Board decides the terms of reference of these Committees and the assignment of members to various Committees. The recommendations, if any, of these Committees are submitted to the Board for approval.

Pursuant to Section 177(8) of the Companies Act, 2013, the composition of the Audit Committee is disclosed as under:

Members Designation
1 Mrs. Latika Pradhan Chairperson
(Independent Director)
2 Mr. Narayan Member
Ramachandran (Independent Director)
3 Mr. V. Raghunathan Member
(Independent Director)

The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The details of all the Committees along with their composition, number of meetings and attendance at the meeting as set out in Report on Corporate Governance, as set out in pages 114 to 150 of this Annual Report.

c. Key Managerial Personnel(s) (KMP(s))

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel(s) (KMP(s)) of the Company are:

Name of the KMP(s) Position held in the Company
1 Mr. Ashok Reddy Managing Director
2 Mr. N Ravi Vishwanath Chief Financial Officer
3 Mrs. Alaka Chanda Company Secretary and Compliance Officer

d. Details of Directors and/or Key Managerial Personnel(s) (KMP(s)) who were appointed or have resigned during the year:

a. Retirement by rotation

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Ashok Reddy (DIN: 00151814), Managing Director of the Company, retires by rotation at the forthcoming AGM and, being eligible, offers himself for re-appointment. The details of Mr. Ashok Reddy are furnished in the Notice of the AGM. The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming AGM.

b. Changes during the year under review:

i. The Members at the Nineteenth (19th) AGM of the Company held on August 23, 2019 had re-appointed Mr. Manish Mahendra Sabharwal (DIN: 00969601), Chairman of the

Company in accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, who had retired by rotation and being eligible had offered for reappointment.

ii. The Members at the Nineteenth (19th) Annual General Meeting (AGM) of the Company held on August 23, 2019 had appointed Mr. Zarir Batliwala as an Independent Director of the Company.

We thank the Members for their support in confirming the above mentioned appointment and re-appointment.

c. Recommendation by the Board for re-appointment at the ensuing AGM:

i. Independent Directors:

The current term of appointment of Mrs. Latika Pradhan, Mr. Narayan Ramachandran and Mr. V. Raghunathan, Independent Directors of the Company is due to expire on July 08, 2020. Based on the outcome of the Performance Evaluation, the Nomination and Remuneration Committee vide its meeting dated June 09, 2020 has recommended to continue the term of appointment of the Independent Directors and nominated to the Board, re-appointment of Mrs. Latika Pradhan, Mr. Narayan Ramachandran and Mr. V. Raghunathan as Independent Directors for an additional term of five consecutive years. A brief profile of Mrs. Latika Pradhan, Mr. Narayan Ramachandran and Mr. V. Raghunathan is given in the Notice of AGM dated June 09, 2020. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI LODR Regulations, 2015. The Company has also received requisite notices in writing from Members signifying the candidatures of Mrs. Latika Pradhan, Mr. Narayan Ramachandran and Mr. V. Raghunathan as Independent Directors of the Company.

The Board recommends the re- appointment of Mrs. Latika Pradhan, Mr. Narayan Ramachandran and Mr. V. Raghunathan as Independent Directors.

ii. Executive Directors:

ThecurrenttermofappointmentofMr.Manish Mahendra Sabharwal and Mr. Ashok Reddy, as the Chairman and Managing Director respectively of the Company is due to expire on August 31, 2020. The Nomination and Remuneration Committee vide its meeting dated June 09, 2020 has recommended to continue the term of appointment of Mr. Manish Mahendra Sabharwal and Mr. Ashok Reddy, as the Chairman and Managing Director respectively and nominated to the Board, re-appointment of Mr. Manish Mahendra Sabharwal as the Chairman till March 31, 2022 and Mr. Ashok Reddy, Managing Director for an additional term of five consecutive years. A brief profile of Mr. Manish Mahendra Sabharwal and Mr. Ashok Reddy, is given in the Notice of AGM dated June 09, 2020.

The Board recommends the re-appointment of Mr. Manish Mahendra Sabharwal and Mr. Ashok Reddy, as the Chairman and Managing Director respectively for the period mentioned above.

Key Managerial Personnel(s) (KMP(s)):

During the year under review, Key NIL
Managerial Personnel(s) (KMP(s))
who have tendered their resignation
During the year under review, Key NIL
Managerial Personnel(s) (KMP(s))
who have been appointed

e. Receipt of any commission by MD / WTD from Company or from its holding or subsidiary Company

The Company has not paid any commission to any of its Directors. The Managing Director & Whole Time Director draw remuneration only from the Company _nd do not receive any remuneration or commission from any of its subsidiary companies / holding company. Further, none of the subsidiaries of the Company has paid any commission/remuneration to any of the Directors of the Company.

15. Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations, 2015. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics. The Independent Directors have also submitted a declaration to the Board of compliance of inclusion of name in Data Bank maintained by Indian Institute of Corporate Affairs (IICA) pursuant to Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

16. Declaration by the Board on the Independent Directors

In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI LODR Regulations, 2015 and possess the requisite integrity, expertise and experience, including the proficiency expected from the Independent Directors appointed on the Board. The Independent Directors are yet to undergo the online proficiency test as on March 31, 2020.

As on March 31, 2020, the details of Directors, pertaining to the online proficiency test conducted by IICA are as below:

Director Designation Date of Registration Online Proficiency Test Requirement Status of Online Proficiency Test
1 Manish Mahendra Sabharwal Executive Chairman 27/02/2020 Voluntary _
2 Ashok Reddy Managing Director Exempted Exempted _
3 Latika Pradhan Independent Director 20/12/2019 Mandatory Shall be undertaken
4 Zarir Batliwala Independent Director 20/12/2019 Mandatory Shall be undertaken
5 V. Raghunathan Independent Director 23/12/2019 Voluntary _
6 Narayan Ramachandran Independent Director 03/01/2020 Voluntary _

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations, 2015 read with SEBI LODR Amendment Regulations, the Board has carried out the Annual Performance Evaluation (Board Evaluation/Evaluation) of its own performance, the Directors individually as well as the evaluation of the working of its various committees.

In line with the Corporate Governance Guidelines of the Company, Evaluation was conducted for all Board Members as well as on the functioning of the Board and its Committees.

This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and SEBI LODR Regulations, 2015, and in consonance with Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings.

Evaluation of the Board

Evaluation of the Board was based on criteria such as composition and role of the Board, communication and relationships between the Board of Directors, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organizations strategy, risk and environment, etc.

Evaluation of Committees

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

Evaluation of the Independent Directors

The Performance Evaluation of the Independent Directors was carried out by the entire Board.

Some of the performance indicators, based on which the Independent Directors are evaluated include:

• The ability to contribute to and monitor our corporate governance practices.

• The ability to contribute by introducing international best practices to address business challenges and risks.

• Active participation in long-term strategic planning.

• Commitment to the fulfilment of a Directors obligations and fiduciary responsibilities; these include participation in Board and Committee meetings.

• Performance of the directors.

• Fulfillment of the independence criteria as specified in these regulations and their independence from the management

Evaluation of the Chairman and Managing Director

The Performance Evaluation of the Chairman and Managing Director was carried out by the Independent Directors.

The evaluation process has been explained in detail in the Report on Corporate Governance, as set out in pages 114 to 150 of this Annual Report. The Board reviewed the evaluation results as collated by the Nomination and Remuneration Committee.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable the Board Members to discharge their responsibilities. It is specifically informed that directors subject to evaluation did not participate in the own evaluation process.

The Board has received improved ratings on its overall effectiveness, including higher rating on Board communication, relationships and Board Committees. The Board has also noted areas requiring more focus in the future.

18. Meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.

The schedules of the meetings are circulated in advance, to ensure proper planning and effective participation in meetings. In certain exigencies, decisions of the Board are also accorded through Circular Resolution.

The Board during the Financial Year 2019-20 met five times. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. Detailed information regarding the meetings of the Board are included in the report on Corporate Governance, as set out in pages 114 to 150 of this Annual Report.

19. Auditors

a. Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, M/s. S. R. Batliboi & Associates

LLP, Chartered Accountants (ICAI Firm Registration Number 101049W/E300004), Bangalore were appointed as Statutory Auditors of the Company in the Annual General Meeting held on July 07, 2017 for a period of five consecutive years, at a remuneration mutually agreed upon by the Board of Directors and Statutory Auditors.

Auditors Report

The Auditors Report on the Financial Statements of the Company for the year ending March 31, 2020 is modified and the details of audit qualification and the Directors response are as below: The Auditors Report is enclosed with the Financial Statements forming part of the Annual Report.

Details of audit qualification by Statutory Auditors in Auditors Explanation of the Board of Directors on audit qualification by Statutory
Report
Auditors in Auditors Report
Attention is invited to the accompanying Independent Auditors Report (Standalone/Consolidated), more fully explaining managements position in relation to non-provision for possible shortfall in the value of the assets of the Provident Fund Trust managing the Companys defined benefit plan ("Team Lease Employees Provident Fund Trust" or "PF Trust"). The PF Trust has made unsecured investments of Rs 17,373.78 Lakhs in bonds of certain non-banking financial companies ("NBFC Companies"), which are under severe liquidity stress. These bonds fall due for repayment between FY 2020-21 to FY 2026-27. In the absence of sufficient evidence regarding eventual repayment of the bonds (including interest arrears) by the NBFC Companies, the Independent Auditors are unable to comment on the appropriateness or otherwise of managements position regarding the non- provisioning of the possible shortfall in the value of the assets of the PF Trust and the consequential impact on the standalone Ind-AS financial results and the financial positions of the Company as at and for the year ended March 31, 2020. The review report for the quarter ended December 31, 2019 was also qualified in respect of this matter. The management, in consultation with its PF Trusts investment advisor, is of the view that the current reserves of the Trust and unrealized MTM gains will be sufficient to absorb any potential shortfall in Trust accounts till FY 2020-21.
Attention is invited to the accompanying Independent Auditors Report (Standalone/Consolidated), which is self-explanatory.

b. Secretarial Auditors

Section 204 of the Companies Act, 2013, inter-alia, requires every listed company to annex with its Boards Report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed form. The Board of Directors appointed Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682 as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2019-20 and his Report is annexed to this

Board Report as Annexure-III. The Board has also appointed Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682 as Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2020-21.

c. Internal Auditors and Internal Audit System

Your Company has continued its engagement with M/s. Grant Thornton India LLP, to conduct internal audit across the organization. We have also strengthened the in-house internal audit and compliance team to supplement and support the efforts of Grant Thornton India LLP. Your Company conducted 4 (Four) meetings of the Audit Committee during the year under review.

d. Secretarial Compliance Report of TeamLease Services Limited for the year ended March 31, 2020

As per Regulation 24A of SEBI LODR Regulations, 2018, read with SEBI Circular dated February 08, 2019; the listed entities are required to submit the Annual Secretarial Compliance Report with the exchange within sixty days of the end of the year. The same was submitted to the Stock Exchange(s) within the stipulated date and a copy of the same is hosted at our website at https://www. teamleasegroup.com/disclosures-made-stock-exchange-statutory-announcements.

e. Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the statutory Auditors and the Practicing Company Secretary in their respective Reports

In connection with the Statutory Audit of the Financial Statements for the year under review, there was one qualification remark in the report by the Statutory Auditors, save and except disclaimer made by them in discharge of their professional obligation, the explanation on the same from the Board of Directors is mentioned in 19 (a) above. No frauds are reported by the Statutory Auditor under sub section (12) of Section 143 of the Companies Act, 2013.

In connection with the Secretarial Audit of the Company for the year under review, there was no qualification, reservation or adverse remark in the report by the Secretarial Auditors, save and except disclaimer made by them in discharge of their professional obligation.

f. Internal Financial Control

The Company has laid down certain guidelines, processes and structures, which enable implementation of appropriate internal financial controls across the organization. Such internal financial controls encompasses policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information.

These include control processes both on manual and IT applications wherein the transactions are approved and recorded. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively. Because of the inherent limitations of internal financial controls, including the possibility of collusion or improper management override of controls, material misstatements in financial reporting due to error or fraud may occur and not be detected.

Also, evaluations of the internal financial controls are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the compliance with the policies or procedures may deteriorate. The Company has, in all material respects, an adequate internal financial controls system and such internal financial controls were operating effectively based on the internal control criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Control over Financial Reporting issued by the Institute of Chartered Accountants of India.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to Grant Thornton, our Internal Auditors. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee.

g. Details in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

Your Company has in place adequate financial controls with reference to Financial Statements. During the year under review, such controls were reviewed and it did not observe any reportable material weakness in the design or operation of financial controls.

h. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Companies Act, 2013 and Rules framed thereunder.

i. Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013.

20. Material changes and commitments, if any, affecting the Financial Position of Company occurred between the end of the Financial Year to which this Financial Statements relate and the date of the Report.

The following material changes and commitments have occurred after the closure of the Financial Year 2019-20 till the date of this Report, which would affect the financial position of your Company:

Particulars Material Changes
1 Investments made by the Company Your Company has made investments in the following subsidiary and joint venture company respectively:
a. TeamLease E-Hire Private Limited of around Rs 5.72 Crores in Equity and making it wholly-owned subsidiary of the Company and
b. Avantis Regtech Private Limited of around Rs 3 Crores in Equity Share Capital thereby making the equity stake at the Joint Venture at 16.28 percent.
2. Corporate Social Responsibility Your Company had proposed to spend the entire prescribed amount of Rs 144.61 Lakhs during the Financial Year, however in the unforeseen event of COVID-19 outbreak and circumstances beyond the control of the Company, an amount of H 78.54 Lakhs remained unspent during the Financial Year under review. The Company spent Rs 66.07 Lakhs during the year for CSR activities.
As your company had already identified the projects before the COVID-19 outbreak, in which the unspent funds were proposed to be utilized and the Company was holding the unspent amount for ongoing identified projects, your Company had as on April 29, 2020 transferred the unspent Corporate Social Responsibility Amount(s) of Rs 78.54 Lakhs in a designated escrow account maintained with Ratnakar Bank Limited, Residency Road, Bangalore Branch and the same shall be utilized as determined by the CSR Policy of the Company immediately on the ground situation being back to normal.
3. Waiver of remuneration by Executive and Non- Executive Directors for FY20-21 Mr. Ashok Reddy, Managing Director and Mr. Manish Mahendra Sabharwal, Chairman of the Company, voluntarily opted to waive off their remuneration till such time as they deem fit.
The Independent Directors of the Company have also opted to voluntarily waive off their sitting fees for attending Board / Committee meetings of the Company till such time that they deem fit.

21. Acquisition of Companies / Investment in Associates/Subsidiaries during the year under review

a. During the year under review, the Company had made the following acquisitions:

I.M.S.I Staffing Private Limited (IMSI) was acquired by your Company on November 12, 2019 with an investment of 72.70% stake in equity and additional 21.24% stake was acquired by your Company on February 03, 2020, bringing the total investment to 93.94% as on March 31, 2020. IMSI is an IT Infra staffing company having its Registered Office at Dehradun. IMSI is a leader in providing specialized technical manpower for managing IT Infrastructure projects, hardware platforms, OS platforms, developing and maintaining enterprise software applications, networking, data management and storage and internet-web-mobile-cloud platforms. IMSI has over 1,838 associates deployed on 50+ pan India projects with revenue of Rs 2054.18 Lakhs and PBT of Rs 241.09 Lakhs for the post acquisition period. IMSI is one of the largest manpower outsourcing partners in IT Infra space in India. Over the past 20 years, they have built strong customer relationship and brand recall supported by reliable and efficient delivery engine.

b. During the year under review, the Company had made the following Investments:

SL.NO FY 2018-19 FY 2019-20
1 TeamLease E-Hire Private Limited (Formerly known as Cassius Technologies Private Limited (Freshersworld) was an Associate Company w.e.f. June 01, 2017 with an investment of 30% stake in Freshersworld by your Company. Your Company further acquired additional 25% stake in Freshersworld on July 04, 2019 bringing the total investment to 76% as on March 31, 2020.
TeamLease Services Limited had acquired additional 21% stake and pursuant to this investment, Freshersworld became subsidiary Company w.e.f. August 01, 2018.
2 TeamLease had acquired stake in Avantis through primary investment of Rs 5 crores through CCPS (Compulsorily Convertible Preference Shares) as on March 31, 2019. Your Company acquired additional stake in Avantis through of Rs 2 crores through CCPS (Compulsorily Convertible Preference Shares) during the year under review thereby leading to an investment of Rs 7 crores through CCPS (Compulsorily Convertible Preference Shares).

22. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Conservation of Energy The Company being in the service industry does not have any power generation units and does not produce/generate any renewable or conventional power. However, Company has taken all steps to conserve energy in the work places by using energy saving lamps at all work stations and educating the employees to conserve energy.
Technology Absorption The Company being in Service Sector has adopted all new technology in terms of software and hardware for the better working and efficient reporting. The Company has an in house Information Technology team which constantly works on the adoption and implementation of new technology into the businesses of the Company.
Foreign Exchange Earnings and Outgo During the year under review the Company on standalone basis has incurred Rs 2 Lakhs towards expenditure in foreign currencies and earned Rs 523.93 Lakhs towards export of services.

23. Research and Development

The Company has not undertaken any Research and Development activity in any specific area during the year under review, and hence no cost has been incurred towards same.

24. Whistle Blower and Vigil Mechanism Policy

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI LODR Regulations, 2015, a Whistleblower and Vigil Mechanism Policy was established for directors, employees and stakeholders to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy, genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. No person has been denied access to the Chairperson of the Audit Committee. The said Policy is hosted on the website of the Company at the following link https://www.teamleasegroup.com/ policy-documents.

25. Statement concerning development and implementation of Risk Management Policy of the Company

Pursuant to Regulation 21 of the SEBI LODR Regulations, 2015, the Company has constituted Risk Management Committee comprising of Mr. Ashok Reddy, as the Chairman and Mrs. Latika Pradhan and Mr. Manish Mahendra Sabharwal as members to frame, implement and monitor the Risk Management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

The Company has put in place an enterprise wide Risk Management Framework with an object of timely identification of risks, assessment and evaluation of the same in line with overall business objectives and define adequate mitigation strategy. The Risk Management Committee reviews critical risks on a rotation basis in line with the mitigation progress/ effectiveness and its impact on overall risk exposure of the Company, all the critical risk areas are covered at least once a year. Annually, all critical risk areas identified are re-evaluated.

26. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for Prohibition of Insider Trading (Code), as approved by the Board is in force by the Company. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees, their relatives and other connected employees from trading in the securities of the Company at the time when there is access to

Unpublished Price Sensitive Information (UPSI). The Company also has formulated a comprehensive Policy for Determination of Legitimate Purposes pertaining to Unpublished Price Sensitive Information and a comprehensive Policy for enquiry of leak Unpublished Price Sensitive Information.

27. Policies on Appointment of Directors and Remuneration of Directors, Key Managerial Personnel(s) (KMP(s)) and Employees

In accordance with the provisions of Section 134(3) (e) of the Companies Act, 2013 read with Section 178(2) of the Act and Regulation 17 of the SEBI LODR Regulations, 2015, the Board of Directors have framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel(s) (KMP(s)) and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees), Key Managerial Personnel(s) (KMP(s)), Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel(s) (KMP(s)) / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates.

The Companys current Nomination and Remuneration Policy recommends having an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2020 the Board consists of six Directors, majority of them being Independent Directors. Besides the Chairman and Managing Director who are the Promoters, the Board comprises of four Independent Directors. The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 are formulated by the Nomination and Remuneration Committee.

Your Company has also adopted the Policy on appointment of directors and senior management and Policy on Remuneration of Directors, Key Managerial Personnel(s) (KMP(s)) and Employees of the Company in accordance with the provisions of sub-section (4) of Section 178 of the Companies Act, 2013, and the same is furnished in Annexure IV of this Boards Report.

28. Board Diversity

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical background. The Board recognizes the importance of a diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Policy is available at the web-link: https://www.teamleasegroup.com/policy-documents.

29. Details of Policy developed and implemented by the Company on its Corporate Social Responsibility (CSR) initiatives

Pursuant to the provisions of Section 135, read with Schedule VII of the Companies Act, 2013, your Directors in their Meeting held on July 09, 2015 have duly constituted the Corporate Social Responsibility Committee. The said Committee comprises of:

Members Designation
1 Mr. V. Raghunathan Chairman, Independent Director
2 Mr. Manish Mahendra Sabharwal Member, Executive Director
3 Mr. Ashok Reddy Member, Executive Director

At TeamLease, CSR has been an integral part of our business since its inception, by the very nature of the business being that of a Social Enterprise. During the year under review the Company formally structured its CSR activity. Today, the Company spans its CSR efforts to promote social and economic inclusion for the marginalized communities with its integrated system:

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy. The CSR Policy has been placed on the Website of the Company and can be accessed through the https://www.teamleasegroup. com/policy-documents

During the year under review, your Company had allocated a limit equivalent to 2% of the average net profits of its three immediately preceding Financial

Years for implementation of CSR activities as per the Companies Act, 2013 totaling to a sum of Rs 144.61 Lakhs towards CSR, however, the Company could expend a sum of Rs 66.07 Lakhs and there was a shortfall of Rs 78.54 Lakhs as on March 31, 2020.

The details along with the statutory disclosures pursuant to Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 with respect to CSR activities forms part of this Annual Report and is annexed herewith as

Annexure-V.

30. Policy on Preservation & Archival of Documents

This policy is implemented as per Regulation 9 read with Regulation 30(8) of the SEBI LODR Regulations, 2015, for preservation of the documents inter alia to aid the employees in handling the documents efficiently either in physical form or electronic form. This Policy is intended to provide guidelines for the retention of records, preservation of relevant documents for such duration after which the documents shall be archived and safe disposal/destruction of the documents. This policy is available on the Companys website https://www.teamleasegroup.com/policy-documents It not only covers the various aspects on preservation, but also archival of documents.

31. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, 2015, the Business Responsibility (BR) Report of your Company for the year 2019-20 is set out in pages 151 to 161 and forms an integral part of this Annual Report.

32. Particulars of Contracts or Arrangements made with Related Parties

All transactions entered with Related Parties for the year under review were on arms length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel(s) (KMP(s)). All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

Company has formulated a Policy on "Materiality of Related Party Transactions" and on "the process of dealing with such transactions", which are in line with the provisions of Section 188 of the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015. The same is also available on the web-link: https://www. teamleasegroup.com/policy-documents.

Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive and also normal in nature. Further, disclosures on related party contracts and arrangements are made to the Audit Committee and the Board on a quarterly basis. During the year under review, there were no material related party transactions under Regulation 23 (4) of SEBI LODR Regulations, 2015 entered into by the Company, which necessitates approval of Shareholders.

33. Extracts of Annual Return

The details forming part of the extracts of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (Form MGT-9) as on March 31, 2020 is furnished in Annexure-VI of the Boards Report.

34. Credit Ratings

The Company continues to maintain its credit ratings. Pursuant to Schedule V, Part C of SEBI LODR Regulations, 2015 read with Amendments thereof, it is informed that the Company continues to maintain its credit ratings.

The Credit Rating Information Services of India Limited (CRISIL) & Investment Information and Credit Rating Agency (ICRA) has continued to assign the ratings to the Companys various credit facilities and debt instruments during the Financial Year 2019-20 and they are as below:

Line of Credit of TeamLease Services Limited (LOC) for Rs 150.00 crore Long-term outstanding rating of ICRA A and short-term outstanding rating of ICRA A1 for Rs 100.00 crore LOC and a long-term rating of ICRA A and short-term rating of ICRA A1 to the additional limit of Rs 50.00 crore is assigned by ICRA Limited.
The Outlook on the long-term rating continues to be Stable.
Bank loan rating for H 150 Long-term rating of CRISIL A-/Stable and short-term rating of CRISIL A2+is assigned
Crore bank facilities by CRISIL.

35. Directors Responsibility Statement

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, the reviews performed by management and the relevant Board Committees, the Board, with the concurrence of the Audit Committee, is of the opinion that the Companys internal financial controls were adequate and effective as on March 31, 2020.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgements 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, 2020 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

37. Listing on Stock Exchange

The Equity Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited since 2016.

38. Suspension of Securities of the Company

The securities of the Company have not been suspended from trading in any of the Stock Exchanges.

39. Details of Significant and Material orders passed by the Regulators or Courts or Tribunals Impacting the Going concern status and Companys operations in future

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

40. Shares

a. Share Capital

As on March 31, 2020, the Authorized Share Capital of the Company is Rs 2,330.00 Lakhs and Paid-up

Share Capital is Rs 1,709.68 Lakhs. Your Company has not issued or allotted any shares/convertible securities/shares with differential voting rights during the year under review.

As on March 31, 2020, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

b. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

c. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

d. Issue of Bonus Shares

The Company during the year under review has not issued/ allotted any bonus shares.

e. Employee Stock Option Plan (ESOP)

Nomination and Remuneration Committee of the Board, inter alia, administers and monitors the Companys Employees Stock Option Plan (ESOP Plan) in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 (SBEB Regulations). The ESOP Plan is implemented through TeamLease ESOP Trust (ESOP Trust). During the year ended March 31, 2020, a total of 403 Equity Shares of Rs 10/- each were transferred from the ESOP

Trust to one eligible employee under the Companys prevailing ESOP plan.

As at March 31, 2020, the ESOP Trust held 30,879 Equity Shares of the Company. During the year ended March 31, 2020, there has been no material change in the Companys existing plan and the plan is in compliance with SBEB Regulations. Note 33 of Standalone Financials Statements to be referred for information as required under SBEB Regulations read with SEBI Circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015.

In addition to the above, options granted to Senior Management Personnel during the year are as mentioned below: (a) Senior managerial personnel:

Employee name No. ESOPs Designation Date of grant 01st vesting 02nd vesting 03rd vesting
1 N Ravi Vishwanath 7,250 Chief Financial 01-Jul- 2,418 on 2,416 on 2,416 on
Officer 19 30-Jun-20 31-Mar-21 31-Mar-22
2 Rituparna 7,250 VP-Finance 01-Jul- 2,418 on 2,416 on 2,416 on
Chakraborthy 19 30-Jun-20 31-Mar-21 31-Mar-22
3 Ramani Dathi 3,655 Finance 01-Jul- 1,219 on 1,218 on 1,218 on
Controller 19 30-Jun-20 31-Mar-21 31-Mar-22
Total 18,155 6,055 on 6,050 on 6,050 on
30-Jun-20 31-Mar-21 31-Mar-22

(b) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and : NIL

(c) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. : NIL

The Company has received a certificate from the Statutory Auditor that the Scheme has been implemented in accordance with SEBI Share Based Employee Benefits (SBEB) Regulations, 2014 and in line with the resolutions passed/ approved by the Shareholders in this regard. The said Certificate shall be made available at the Annual General Meeting for inspection by the Members.

41. Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is furnished in Annexure VII of the Boards Report.

Pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of the top 10 employees in terms of remuneration drawn are furnished in Annexure VIII of the Boards Report.

There were three employees during the Financial Year drawing remuneration of Rs 1.02 crore per annum or more whose details form part of Annexure VIII. There was one employee who was employed for a part of the Financial Year and have drawn a remuneration of more than Rs 8.5 lakhs per month whose details form part of Annexure VIII.

42. Disclosure under Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

At TeamLease Services Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year under review: The same were investigated in accordance with procedures prescribed and adequate steps were taken to resolve them.

Particulars Numbers
No. of complaints pending at the beginning 0
of the Financial Year 2019-20:
No. of complaints received during the 5
Financial Year 2019-20:
No. of complaints disposed off during the 5
Financial Year 2019-20:
No. of complaints pending at the end of the 0
Financial Year 2019-20:

43. Human Resources

The Company has all required policies under the required laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 the policies pertaining the Code of Conduct and Business Ethics Policy for employees, senior management team and directors, Policy on Succession Plan and Prevention of Sexual Harassment Policy as required under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Whistle Blower and Vigil Mechanism Policy, Anti-Bribery Policy, Policy on Insider Trading as required under SEBI Prohibition of Insider Trading Regulations, 1992 and subsequent Amendments made thereon, etc. and all the Policies/Codes have been uploaded in the Website of the Company https://www. teamleasegroup.com/policy-documents.

44. Statutory Disclosures

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015.

The Company has received a Certificate pursuant to Schedule V(10)(i) of SEBI LODR Amendment Regulations, 2018 from Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682, that none of the directors on the Board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority during the period under review.

The certificate is annexed to the Boards Report as

Annexure IX.

45. Change in nature of business

There has been no change in the nature of business of the Company. Your Company continues to one-stop provider of human resources services to various industries and diverse functional roles, offering staffing, payroll processing, recruitment, compliance and training services. Your Company set in motion the larger company mission of ‘Putting India to Work by focusing on its vision of 3 Es – Employment, Employability and E-workforce.

46. Declaration on Code of Conduct

The Company has adopted the Code of Conduct for all its Senior Management Personnel and Directors and the same is affirmed by all the Board Members and Senior Management Personnel as required under Regulation 34 read with Part D of Schedule V of the SEBI LODR Regulations, 2015. A declaration signed by Mr. Ashok Reddy, Managing Director of the Company affirming the compliance with the Code of Conduct of the Company for the Financial Year 2019-20 as set out in Corporate Governance Report in pages 114 to 150 of this Annual Report.

47. MD and CFO Certification

As required by SEBI LODR Regulations, 2015, the Managing Director and Chief Financial Officer have given appropriate certifications to the Board of Directors and the same forms part of the Corporate Governance Report.

48. Cautionary Statement

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factor.

49. Acknowledgements

Your Directors sincerely thank the various Central and State Government Departments especially the Ministry of Labour, for the help and co-operation extended by them during the year.

The Directors place on record their sincere appreciation towards various organizations and agencies for their continued support. Your Directors also gratefully acknowledge all stakeholders of the Company viz. Shareholders, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year.

Your directors also wish to place on record their appreciation for the contribution made by the employees at all levels for their unstinted commitment and continued contribution to the Company. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and on Behalf of Board of Directors
Ashok Reddy Latika Pradhan
Managing Director Director
DIN: 00151814 DIN: 07118801
Place: Bangalore
Date: June 09, 2020