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Team Lease Services Ltd Directors Report

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Jul 19, 2024|09:44:54 AM

Team Lease Services Ltd Share Price directors Report

Dear Shareholder(s),

Your Directors have the pleasure in presenting the Twenty Third (23rd) 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, 2023 (Year under review). Consolidated performances of the Company, and its Subsidiaries 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. TeamLease is listed on BSE Limited and National Stock Exchange of India Limited since 2016, and has its corporate headquarters at Bangalore.

2. Financial Summary and Highlights

A summary of the Companys Financial Results for the Financial Year 2022-23 is as under:

Rs. in Lakhs

Consolidated

Standalone

2022-23 2021-22 2022-23 2021-22
Revenue from Operations 7,86,999.75 6,47,982.31 6,87,617.59 5,64,033.82
Other Income 4,394.56 1,972.63 5,294.73 3,250.96
Total Income 7,91,394.31 6,49,954.94 6,92,912.32 5,67,284.78
Profit before finance cost, depreciation, amortisation and taxes 16,621.13 16,209.57 12,973.29 11,803.25
Depreciation and Amortisation 4,315.74 4,078.66 2,346.70 1,821.17
Profit before Finance Cost and Taxes 12,305.39 12,130.91 10,626.59 9,982.08
Finance Cost 569.14 396.59 475.90 357.76
Profit before share of profit/(loss) from Associates 11,736.25 11,734.32 10,150.69 9,624.32
Share of (loss)/ profit from associates - - NA NA
Exceptional Item (232.83) (7,177.87) (232.83) (7,192.93)
Profit before tax 11,503.42 4,556.45 9,917.86 2,431.39
Income Tax (credit)/expense 348.44 610.99 198.24 181.76
Net Profit for the year 11,154.98 3,945.46 9,719.62 2,249.63
Other Comprehensive Income/(Loss) for the year 126.87 (12.62) 17.31 4.46
Total Comprehensive Income for the year 11,281.85 3,932.84 9,736.93 2,254.09
Earnings Per Equity Share of H10 each:
-Basic & Diluted (in H) 65.12 22.48 56.85 13.16

3. Standalone and Consolidated Financial Statements

As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2023, 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, 2023. 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, 2023 on a Standalone Basis has increased to Rs.6,87,61759 Lakhs from Rs.5,64,033.82 Lakhs during the previous year. The Company achieved an EBIDTA (excluding other income and exceptional items) of Rs.7,678.56 Lakhs during the current year as against the previous year EBIDTA (excluding other income and exceptional items) of Rs.8,552.29 Lakhs. The net profit after tax of the Company for the year ended March 31, 2023 was Rs.9,719.62 Lakhs as against the previous year profit after tax of Rs.2,249.63 Lakhs.

Consolidated Operations

The Companys Revenue from Operations for the year ended March 31, 2023, on a Consolidated Basis has increased to Rs.7,86,999.75 Lakhs from Rs.6,47,982.31 Lakhs during the previous year. The Company achieved an EBIDTA (excluding other income and exceptional items) of Rs.12,226.57 Lakhs during the current year as against the previous year EBIDTA (excluding other income exceptional items) of Rs.14,236.94 Lakhs. The net profit after tax of the Company for the year ended March 31, 2023 was Rs.11,154.98 Lakhs as against the previous year profit after tax of Rs.3,945.46 Lakhs.

Number of Associate Employees as on the date of closure of Financial Year of the Company was ~282,450 (including the NETAP Trainees of 50,350) as against the previous year Associate employees of ~285,230 (including the NETAP Trainees of 81,110).

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 re-assessed 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 re-negotiation exercise is under way with our vendors and service providers; initial outcome of these discussions has been favourable.

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. Dividend Distribution Policy

As per the provisions of Regulation 43A of SEBI LODR Regulations, 2015, the top 1000 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://group.teamlease. com/wp-content/uploads/2020/11/TeamLease Dividend Distribution Policy.pdf.

6. 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.

7. 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.

8. Subsidiary 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://group. teamlease.com/wp-content/uploads/2020/11/TeamLease Policy for determining Material Subsidiaries-1.pdf. The

Company has seven direct and indirect subsidiaries and one Public-Private Partnership as on March 31, 2023. There are no material subsidiaries of the Company for the Financial Year 2022-23.

The details of Subsidiaries and Public-Private Partnership are given below.

Subsidiaries:

1. TeamLease Education Foundation (TLEF).

2. TeamLease Digital Private Limited (TDPL).

3. Keystone Business Solutions Private Limited (Keystone).

4. TeamLease HRTech Private Limited (Formerly known as TeamLease E-Hire Private Limited) (TL HRTech).

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

6. TeamLease Edtech Limited (Formerly known as School Guru Eduserve Private Limited) (TL Edtech).

7. TeamLease RegTech Private Limited (Formerly known as Avantis Regtech Private Limited) (TL RegTech).

Public-Private Partnership

8. TeamLease Skills University (TLSU).

Brief Details of Subsidiaries and Public Private owned concerns of TeamLease are as below:

1. TeamLease Education Foundation (TLEF), an initiative of the TeamLease Group was established with a vision to create sustainable impact on the lives of underprivileged and underserved communities by empowering them through skilling initiatives. TLEF views skilling, employability and employment as a continuum that needs to be looked at as a whole and has made significant investments to develop skilling and capabilities in-house. TLEF operates at the intersection of the 3Es - Education, Employability, and Employment.

The Foundation works with corporates to ensure efficient use of CSR funds in the areas of education, skilling, and employment. Currently, TLEFs portfolio of skilling initiatives include skilling and training programs in the BFSI, Mining, Automotive, and IT sectors. As we move forward, we aim to leverage our expertise and expand into sectors beyond these as well.

2. 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 TeamLease Services Limited, which offers Tech Staffing Solutions across industries. It has emerged as one of the largest Tech Staffing & Solutions providers in the country and has hired 80,000+ professionals since its inception (2016). We currently have more than 10,000+ consultants working with more than 200+ clients including some of the largest Fortune 500 companies.

With the purpose of Putting India to Work; we are committed to being part of the amazing growth story of our country. TeamLease Digital has been creating business impact for its clients by matching their needs with best resources available in the market, in a quick and cost-efficient way and having one of the best professional hiring engines in the staffing industry. A leadership team comprising industry veterans, sturdy finances, and a pan-India presence, has made TeamLease Digital the preferred partner and a leader in the industry.

3. Keystone Business Solutions Private Limited (Keystone) was incorporated under the provisions of Companies Act, 2013 and 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.

4. TeamLease HRTech Private Limited (Formerly known as TeamLease E-Hire Private Limited (TL HRTech) was an Associate Company w.e.f. June 01, 2017 with an investment of 30% stake in TL HRTech. Your Company further acquired additional 21% stake and pursuant to such an investment, TL HRTech became subsidiary Company w.e.f. July 31, 2018. Your Company further acquired additional 25% stake on July 04, 2019 and 24% stake on June 09, 2020 bringing the total investment to 100% as on March 31, 2021.

The Bangalore headquartered freshersworld. com (A TeamLease Digital Company) is the leading job site for entry level hiring in India with about 1 Million unique visits every month. It has a database of 2 Million+ resumes with over 100 Thousand 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 100 thousand registered employers/ recruiters with 5,000 subscribed customers and conducts 20-24 virtual recruitment drives every month. Freshersworld is one of the very few online portals with positive margins and operating cashflows.

5. 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. Further 6.06 % stake was acquired on July 24, 2021. IMSI is an IT Infra staffing company. 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 1795 associates deployed on 25 + pan India projects with revenue of Rs.6477.81 Lakhs and PBT of Rs.331.34 Lakhs, for the current financial year. 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.

6. TeamLease Edtech Limited (Formerly known as School Guru Eduserve Private Limited) (TL Edtech) was an Associate Company w.e.f. December 01, 2017. Your Company had acquired ~36.17% stake on September 08, 2020 and on December 23, 2020 the CCPS (Compulsorily Convertible Preference Shares) held in the name of your Company was converted to Equity. Pursuant to the said acquisition of additional stake and the conversion of CCPS into Equity, your Company now holds 77.67%. stake in TL Edtech, thereby making it a subsidiary with effect from the event date. Established in 2012, it is Indias premier technology-led specialized academic services organization. TL Edtech partners with Indian Universities to help them provide premium online and virtual courses for their students. TL Edtech 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.

7 TeamLease Regtech Private Limited (Formerly known as Avantis Regtech Private Limited (TL RegTech) is a Subsidiary of your Company. Established in October 12, 2018, TL RegTech is a B2B RegTech (Regulatory Technology) Company in India currently with 225 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.

8. 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.

The separate Audited Financial Statements in respect of each of the Subsidiaries shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any member of the Company interested in obtaining the same.

The separate Audited Financial Statements in respect of each of the Subsidiaries are also available on the website of the Company at https://group.teamlease.com/investor/ financial-statement-of-subsidiaries/.

9. 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 203 to 211 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 and Sustainability Report (BRSR). Statutory section of Business Responsibility and Sustainability Report is provided from pages 165 to 202 of this Annual Report.

10. 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 2022-23 is set out in pages 115 to 164 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.

11. 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.

12. 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.

The Loans, Guarantees and Investments have been utilised by the Subsidiaries for their working capital requirements.

13. 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, seven Independent Directors and one Non-Executive and Non-Independent Director including three Women Directors and the same is detailed in the Report on Corporate Governance, as set out in pages 115 to 164 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:

Sl. No. Members Designation
1 Mrs. Latika Pradhan Chairperson (Independent Director)
2 Dr. V. Raghunathan (Independent Director) Member
3 Mr. Subramaniam (Independent Director)
Somasundaram Member

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, in pages 115 to 164 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:

Sl. No. Name of the KMP(s) Designation
1 Mr. Manish Sabharwal Whole Time Director & Executive Vice Chairman
2 Mr. Ashok Reddy Managing Director & CEO
3 Ms. Ramani Dathi Chief Financial Officer
4 Ms. 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. Manish Sabharwal (DIN: 00969601), Whole Time Director and Executive Vice Chairman of the Company, retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment. The details of Mr. Manish Sabharwal 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. Executive Directors:

a. 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) retired by rotation at the Twenty Second (22nd) AGM held on September 16, 2022 and being eligible, offered himself for reappointment. The same was approved by the Members of the Company.

b. Mr. Manish Sabharwal was redesignated as Executive Vice Chairman of the Company with effect from July 28, 2021. His term was valid till March 31, 2022.Re-appointment of Mr. Manish Sabharwal (DIN: 00969601), as Executive Vice Chairman and Whole Time Director for a tenure of 5 years was approved by the Board on January 25, 2022 based on recommendation of Nomination and Remuneration Committee of the Company, effective from April 01, 2022 to March 31, 2027. The same was placed for Shareholders approval at the Twenty Second (22nd) AGM on September 16, 2022 and was duly approved.

c. Ms. Rituparna Chakraborty was appointed as an Executive Director (Additional) of your Company for a tenure of 5 years commencing from May 18, 2022 based on recommendation of Nomination and Remuneration Committee of the Company. The same was placed for Shareholders approval at the Twenty Second (22nd) AGM on September 16, 2022 and was duly approved.

d. Ms. Rituparna Chakraborty bearing DIN: 07332241 had submitted her Resignation from the position of Executive Director of the Company on March 28, 2023 and had consented to continue as a Non-Executive, Non Independent Director, liable to retire by rotation on the Board of the Company, after cessation as Executive Director, with effect from June 01, 2023, subject to the requisite approvals, if any.

ii. Independent Directors:

No changes during the year under review for Independent Directors.

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

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

None

During the year under review, Key Managerial Personnel(s) (KMP(s)) who have been appointed:

None

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 and 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.

14. 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 on 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.

15. 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 details of Directors, pertaining to the online proficiency test conducted by IICA are as below:

Sl. No. Director Designation Date of Registration Online Proficiency Test Requirement Status of Online Proficiency Test
1 Mr. Narayan Ramachandran Non- Executive Chairman and Lead Independent Director 03/01/2020 Voluntary -
2 Mr. Manish Sabharwal Whole Time Director & Executive Vice Chairman 27/02/2020 Voluntary -
3 Mr. Ashok Reddy Managing Director & CEO Exempted Exempted -
4 Mrs. Latika Pradhan Independent Director 20/12/2019 Mandatory Successfully qualified on Dec 03, 2020
5 Mr. Zarir Batliwala Independent Director 20/12/2019 Mandatory Successfully qualified on Nov 12, 2020
6 Dr. V. Raghunathan Independent Director 23/12/2019 Voluntary -
7 Mrs. Meenakshi Nevatia Independent Director 06/07/2021 Mandatory Successfully qualified on July 11, 2021
8 Mr. Mekin Maheshwari Independent Director 10/04/2021 Mandatory Successfully qualified on May 04, 2021
9 Mr. Subramaniam Somasundaram Independent Director 14/07/2021 Exempted -
10 Ms. Rituparna Chakraborty* Non-Executive Director - Voluntary -

*Resigned from the position of Executive Director of the Company w.e.f. the closing of business hours on May 31, 2023, and continuing as a Non-Executive Director w.e.f. June 01, 2023 vide letter dated March 28, 2023.

16. BOARD EVALUATION

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman, the Board, Board Committees and Executive / Non-Executive / Independent Directors.

In terms of the requirements of the Companies Act, 2013 and 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 carried out the Annual Performance Evaluation of all the Directors individually, Board Committees and the Board as a whole. During the year, Board Evaluation cycle was completed by the Company with support of an external agency. To maintain transparency and to promote good corporate governance, this year the evaluation process was automated and implemented with help of an external service provider "Fidem Smart Board - Potentia Group, (https://potentia.in/) who had partnered with TeamLease to facilitate the Board Evaluation process of the Company.

For facilitating the evaluation of performance, questionnaires were framed separately for the evaluation of Board, the Committees, the individual directors and the Chairperson. The questionnaires were circulated to the Board members via individual emails with user specific login credentials for all Board Members. On completion of Board Evaluation process, the Report and summary results of the filled-in questionnaires pertaining to the Board Evaluation for Financial Year 2022-23 was submitted to the Nomination and Remuneration Committee Chairman for his onward discussion with Board Members. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues, etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgment. It is specifically informed that directors subject to evaluation did not participate in the own evaluation process.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the Evaluation, the Board and Committees have agreed on an action to further improve the effectiveness and functioning of the Board and Committees. The Chairman of respective Board Committees also shared the results of evaluation with the respective Committee Members.

The Nomination and Remuneration Committee also formulated the additional criteria of independence and independent judgment for the assessment of the performance of Independent Directors along with other criteria such as qualification, experience relevant to the industry, knowledge & competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution and integrity as required under the guidelines provided by SEBI in respect of Board Evaluation.

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 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.

The Independent Directors had their meeting on May 18, 2022 to assess the performance of the Board and committees as a whole and for the assessment of Executive Vice Chairman, Executive Director and Independent Directors.

The Board was largely satisfied with the effectiveness and governance standards as well as the performance of the Board, board committees, and the individual Directors. Suggestions of the board members to further strengthen the Board effectiveness were noted and taken up for implementation.

17. 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 2022-23 met Six (6) 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 115 to 164 of this Annual Report.

18. 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 (FRN: 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 up to the conclusion of 22nd AGM, at a remuneration mutually agreed upon by the Board of Directors and Statutory Auditors.

The Board of Directors at their meeting held on May 18, 2022 had considered and recommended reappointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 22nd AGM basis the recommendation of Audit Committee. The shareholders had approved the recommended re-appointment of M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a period of five consecutive years commencing from the conclusion of the 22nd Annual General Meeting held in the year 2022 till the conclusion of the 27th Annual General Meeting to be held in the year 2027 on such remuneration plus applicable taxes and out of pocket expenses and remuneration for other certifications as may be mutually decided by the Board of Directors in consultation with the Statutory Auditors of the Company based on recommendation of the Audit Committee.

Statutory Auditors Report

The Auditors Report on the Financial Statements of the Company for the year ended March 31, 2023 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements forming part of the Annual Report.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder, the Company had appointed M Siroya & Company, Practicing Company Secretaries, Mumbai bearing Membership Number: 5682 to undertake the Secretarial Audit of the Company for FY 22-23.

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 FY 2022-23 and his Report is annexed to this Board Report as Annexure III.

There are no disqualifications, reservations, adverse remarks or disclaimers in the secretarial auditors report, except that Mr. Manish Sabharwal was reappointed as Whole Time Director and Executive Vice Chairman of the Company w.e.f. April 1, 2022 and Ms. Rituparna Chakraborty was appointed as an Additional Director (Executive) of the Company w.e.f. May 18, 2022. Pursuant to Regulation 17(1C) of the SEBI LODR, the approval of shareholders was required to be taken within three months of the appointment/re-appointment. However, the approval of the shareholders were obtained at the Annual General Meeting (AGM) held on September 16, 2022. The Company has requested NSE and BSE on September 26, 2022 seeking condonation of delay in obtaining requisite shareholders approval. The advice from BSE and NSE is awaited.

The Board of Directors at their meeting held on May 17, 2023, has appointed Mr. Mukesh Siroya, M Siroya & Company, Practicing Company Secretaries, Mumbai, bearing Membership Number: 5682 as the Secretarial Auditor for FY 2023-24.

c. Internal Auditors and Internal Audit System

Your Company has continued its engagement with M/s. Grant Thornton Bharat 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 M/s. Grant Thornton Bharat 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, 2023

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:// group.teamlease.com/wp-content/uploads/2023/05/ TeamLeaseSecretarialComplianceReportFY23.pdf.

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 Company for the year under review, there was no qualification, reservation or adverse remark in the report by the Statutory Auditors, save and except disclaimer made by them in discharge of their professional obligation. 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, the following observation was reported by the Secretarial Auditors in MR-3, save and except disclaimer made by them in discharge of their professional obligation.

Mr. Manish Sabharwal was re-appointed as Whole Time Director and Executive Vice Chairman of the Company w.e.f. April 1, 2022 and Ms. Rituparna Chakraborty was appointed as an Additional Director (Executive) of the Company w.e.f. May 18, 2022. Pursuant to Regulation 17(1C) of the SEBI LODR, the approval of shareholders was required to be taken within three months of the appointment/ re-appointment. However, the approval of the shareholders were obtained at the Annual General Meeting (AGM) held on September 16, 2022. The Company has requested NSE and BSE on September 26, 2022 seeking condonation of delay in obtaining requisite shareholders approval. The advice from BSE and NSE is awaited.

In this regard, Board hereby explains that the Company has requested NSE and BSE on September 26, 2022 seeking condonation of delay in obtaining requisite Shareholders approval. The advice from BSE and NSE is awaited. However so far, no demand for fines/penalties or show cause notice have been received from the Regulatory Bodies.

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.

19. 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 changes and commitments have occurred after the closure of the Financial Year 2022-23 till the date of this Report, which would not materially impact the financial position of your Company but have been disclosed here for information:

Buyback: The paid up capital of the Company has reduced from Rs.17,09,67690 to Rs.16,76,89,000 on account of Buyback of 3,27,869 Equity Shares by the Company.

20. 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:

NIL

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

NIL

21. 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 lam ps 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.24.66 Lakhs towards expenditure in foreign currencies and earned Nil Lakhs towards export of services.

22. 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.

23. 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 behaviour. Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI LODR Regulations, 2015, a Whistle Blower 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:// aroup.teamlease.com/wp-content/uploads/2021/04/ TeamLease-Whistle-Blower-Viail-Mechanism-Policv.pdf.

24. 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 the following Members mentioned below 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.

Sl. No. Members Designation
1 Mr. Subramaniam Somasundaram Chairman Independent Director
2 Mr. Ashok Reddy Member Executive Director
3 Mrs. Latika Pradhan Member Independent Director
4 Mr. Zarir Batliwala Member Independent Director
5 Dr. V. Raghunathan Member Independent Director
6 Mr. Mekin Maheshwari Member Independent Director
7 Mrs. Meenakshi Nevatia Member Independent Director
8 Ms. Rituparna Chakraborty* Member Non-Executive Director

Notes:

^Resigned from the position of Executive Director of the Company w.e.f. the closing of business hours on May 31, 2023, and continuing as a NonExecutive Director w.e.f. June 01, 2023 vide letter dated March 28, 2023.

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.

25. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Code of Conduct for 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 of Unpublished Price Sensitive Information.

26. 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, 2023, the Board consists of Ten Directors, majority of them being Independent Directors. Besides the Vice Chairman and Managing Director who are the Promoters, the Board comprises of Seven Independent Directors and One Non-Executive and Non-Independent Director. 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.

27. 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://aroup.teamlease.com/wp-content/ uploads/2020/11/POLICY-ON-BOARD-DIVERSITY.pdf.

28. 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 Company has duly constituted the Corporate Social Responsibility Committee. The said Committee comprises of:

Sl. No. Members Designation
1 Dr. V. Raghunathan Chairman Independent Director
2 Mrs. Latika Pradhan Member Independent Director
3 Mr. Mekin Maheshwari Member Independent 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.

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://group.teamlease.com/ investor/teamlease-corporate-social-responsibilitv-policv/.

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 totalling to a sum of Rs.147.24 Lakhs towards CSR. The entire amount of Rs.147.24 Lakhs has been spent this Financial Year on CSR towards Research Initiatives of National Council of Applied Economic Research.

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.

29. 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:// aroup.teamlease.com/wp-content/uploads/2021/04/ TeamLease-Preservation-of-Documents-and-Archival- Policy Final.pdf. It not only covers the various aspects on preservation, but also archival of documents.

30. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI LODR Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) of your Company for the FY 2022-23 is set out in pages 165 to 202 and forms an integral part of this Annual Report.

31. Particulars of Contracts or Arrangements made with Related Parties

The Company in the normal course of its business enters into related party transactions with its Subsidiaries and/or Group Companies. The Company has a robust framework in place for identification and monitoring of such related party transactions.

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://group.teamlease. com/wp-content/uploads/2021/04/TeamLease-Policy-on- Related-Party-Transaction.pdf. 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.

None of the Directors have any pecuniary relationship or transaction with the Company except for receiving remuneration/sitting fees.

32. Disclosures of Transactions of the Listed Entity with any Person or Entity belonging to the Promoter/Promoter Group which hold(s) 10% or more Shareholding in the Listed Entity, in the format prescribed in the relevant Accounting Standards for Annual Results

Your Company has not entered into any transactions with any person or entity belonging to Promoter/Promoter Group holding 10% or more of the shareholding in your Company. Therefore, the same is not applicable to your Company.

33. Extracts of Annual Return

Pursuant to Section 134 and Section 92 of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, the details https://group. teamlease.com/investor/teamlease-annual-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 2022-23 and they are as below:

Line of Credit of TeamLease Services Limited (LOC) for Rs.178.00 Crores Long-term outstanding rating of ICRA A and short-term outstanding rating of ICRA A1 for Rs.158.00 Crores LOC and a long-term rating of ICRA A and shortterm rating of ICRA A1 to the additional limit of Rs.20.00 Crores is assigned by ICRA Limited.
The Outlook on the long-term rating continues to be Stable.
Bank loan rating for Rs.195 Crores bank facilities Long-term rating of CRISIL A/Stable and short-term rating of CRISIL A1 is assigned 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, 2023.

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 of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2023, 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, 2023 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, 2023, the Authorized Share Capital of the Company is Rs.2,330.00 Lakhs and Paid- up Share Capital is Rs.1,709.68 Lakhs. There was no change in the paid up share capital of the Company during the year under review. The Company does not have any outstanding paid up preference share capital as on date of this report. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor buy-back nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company. Further, during the year under review, none of the promoters acquired or off-loaded any shares of the Company.

Non-Executive Director, Ms. Rituparna Chakraborty* held 1,09,186 Shares, Mr. Narayan Ramachandran; Non-Executive Chairman and Lead Independent Director held 10,000 Shares and Mr. Subramaniam Somasundaram; Independent Director held 57 Shares in the Company during the year ended March 31, 2023.

*Resigned from the position of Executive Director of the Company w.e.f, the closing of business hours on May 31, 2023, and continuing as a NonExecutive Director w.e.f, June 01, 2023 vide letter dated March 28, 2023.

b. Buy Back of Securities

The Shareholders approved the proposal of Buyback of Equity Shares recommended by the Board of Directors by way of e-voting on the Postal Ballot, the results of which were declared on March 16, 2023. The Buyback was offered to all Equity Shareholders of the Company (including the Promoters, the Promoter Group and Persons in Control of the Company) under the Tender offer route through the Stock Exchange. The Buyback of Equity Shares through the Stock Exchange commenced on May 12, 2023 and was completed on May 25, 2023. During this Buyback period the Company had purchased and extinguished a total of 3,27,869 Equity Shares from the Stock Exchange at a volume weighted average buyback price of Rs.3,050/- per Equity Share comprising 1.92% of the pre buyback paid-up equity share capital of the Company. The following Promoters had participated in the Buyback and they tendered Equity Shares as detailed below in compliance with the terms of the Buyback or as permitted under applicable law:

Sl.

Name of Promoter No.

Number of Equity Shares held as on the Date of Board Meeting and the Postal Ballot Notice Number of Equity Shares tendered
1 NED CONSULTANTS LLP 11,96,997 42,000
2 HR OFFSHORING VENTURES PTE LTD 40,58,876 77,836
Total 53,87,615 1,19,836

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).

As on March 31, 2023, the ESOP Trust held 8,466 Equity Shares of the Company. During the year ended March 31, 2023 there has been no material change in the Companys existing plan and the plan is in compliance with SBEB Regulations.

Note 38 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.

(a) 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

(b) 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 Secretarial Auditor of the Company that the ESOP Plan 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 available at the Annual General Meeting for inspection by the Members.

Detailed disclosure on ESOP is hosted in the website at https://aroup.teamlease.com/investor/ esop-declarations/.

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 VI of the Boards Report.

Pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20 14 the particulars of top 10 employees in terms of remuneration drawn are available for inspection by the shareholders. Further, the Annual Reports are being sent to the Members excluding the aforesaid particulars. In terms of Section 136 of the Act, the said particulars are open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at corporateaffairs@teamlease.com.

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 of the Financial Year 2022-23: 0
No. of complaints received during the Financial Year 2022-23: 13
No. of complaints disposed off during the Financial Year 2022-23: 9
No. of complaints pending at the end of the Financial Year 2022-23: 4*

*The number of cases pending as on March 31, 2023 were attended and resolved within the specified time period provided in Prevention of Sexual Harrasment Act.

43. Human Resources

The Human Resource function works as a strategic partner of the business.

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, 2015 and subsequent Amendments made thereon, etc. and all the Policies/Codes have been uploaded in the Website of the Company https:// aroup.teamlease.com/investor/ policies-and-guidelines/paae/2/#section.

Your company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives.

Technical and safety training programmes are given periodically to workers. The Company has a robust performance evaluation process through which individual goals are aligned to organizational goals so that the individuals and the organisation grow in tandem.

During the year under review, the Industrial relations remained generally cordial.

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 VII.

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. Cyber Security

TeamLease strictly practices the principles of Security by Design and Privacy by Design and has a well-defined information security and data privacy framework. A comprehensive ISMS (Information Security Management System) has been designed as per ISO27001:2013 and NIST Risk Management Framework and the privacy controls have been designed as per GAPP (Generally Accepted Privacy Principles).

47. 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 2022-23 as set out in Corporate Governance Report in pages 115 to 164 of this Annual Report.

48. 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.

49. MOA & AOA

During the year under review, there is no change in the Memorandum of Association and Articles of Association of the Company.

50. 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.

51. Integrated Report

The Company being one of the top companies in the country in terms of market capitalization, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well informed decisions and have a better understanding of the Companys longterm perspective. The Report also touches upon aspects such as organisations strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

52. 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
Place: Bangalore Managing Director Independent Director
Date: May 17, 2023 DIN: 00151814 DIN: 07118801

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