Zensar Technologies Ltd Directors Report.

Dear Members,

Your Directors are pleased to present 59th Integrated Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2022.


Financial Summary

(INR Million)

Particulars Standalone Consolidated
FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Revenue from operations 16,289 13,618 42,438 37,814
Other Income (Net) 1,337 739 1,377 254
Total Income 17,626 14,357 43,815 38,068
Profit before Tax 4,303 3,732 5,741 4,329
Profit after Tax (after Minority Interest) 3,208 2,896 4,163 3,000

On standalone basis, during FY 2021-22, the Company recorded total income of INR 17,626 million comprising income from software development and allied services of INR 16,289 million and other income of INR 1,337 million. The Company recorded a net profit of INR 3,208 million reflecting an increase of about 10.77% Y-o-Y.

On consolidated basis, the Company has achieved a 12% growth on Y-o-Y basis with total income of INR 43,815 million comprising income from Software Development and Allied Services of INR 42,438 million and other income of INR 1,377 million. The Consolidated net profit was INR 4,163 million reflecting increase of about 38.77% Y-o-Y.

The Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS).


Based on profits during FY 2021-22 and continuing the tradition of rewarding the members, the Company declared an interim dividend of INR 1.50 (75%) per equity share of face value of INR 2 per equity share on the paid up equity share capital of the Company. The total payout amounted to INR 339.2 million.

The said dividend was declared in accordance with the Dividend Distribution Policy of the Company, formulated pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations ("Listing Regulations"), which is available on website of the Company at https://www. zensar.com/sites/default/files/investor/policies-reports- fillings/dividend destribution policy0.

Further, the Board recommends a final dividend of INR 3.50 (175%) per equity share of face value of INR 2 per equity share on the paid-up equity share capital of the Company, for the year under review. The total pay-out will amount to about INR 792.23 million. The payment of dividend shall be made within 30 days from the date of declaration to the concerned shareholders as per the record date, as set out in the AGM Notice. The total dividend for the year including the interim dividend is therefore INR 5 per equity share of INR 2 per equity share (250%).

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, subject to relevant threshold.

Unclaimed Dividend

Pursuant to the Act and IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, during the year under review, the Company has transferred the following dividend(s) and corresponding share(s) to IEPF, upon completion of period of seven years:

Date of Declaration Type of Dividend Total Amount of Dividend transferred (INR) Total No. of shares transferred
July 23, 2014 Final 1,899,654.00 43,976
January 19, 2015 Interim 1,560,739.50 42,185

The total amount lying in the Unpaid Dividend Account of the Company up to the year under review and the corresponding shares, would be liable to be transferred to the IEPF, as per the records of RTA as follows:

FY to Sr. which No. dividend relates Type of Dividend Amount lying in the Unpaid Dividend Account (INR) (as on March 31, 2022)
1. 2021-22 Interim 1,540,191.85
2. 2020-21 Final 1,985,928.20
Interim 1,245,668.60
3. 2019-20 2nd Interim 2,280,983.53
1st Interim 1,112,350.00
4. 2018-19 Final 1,691,919.00
Interim 1,048,762.00
5. 2017-18 Final 1,631,126.00
Interim 1,157,480.00
6. 2016-17 Final 2,509,325.00
1st Interim 1,936,435.00
7. 2015-16 2nd Interim 2,418,927.00
1st Interim 1,680,870.00
8. 2014-15 Final 2,097,550.00

The data on unpaid/unclaimed dividend and other unclaimed amounts is available on the Companys website at https://www.zensar.com/about/investors/ investors-relation#corporate-governance. Members who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Companys Registrar and Transfer Agents, at the earliest.

Particulars of Loans, Guarantees and Investments pursuant to Section 186 of the Act

Loan(s) Please refer Note No. 6(d) of Notes to Financial Statements
Guarantee(s) Please refer Note No. 29 of Notes to Financial Statements
Investment(s) Please refer Note No. 6(a) of Notes to Financial Statements

Related Party Transactions

All related party transactions that were entered into during FY 2021-22, were on arms length basis and in the ordinary course of business.

Requisite approval(s) of the Audit Committee is obtained on periodic basis for the transactions, which are repetitive in nature or otherwise. The actual transactions entered into, pursuant to the approval so granted, are also placed periodically, before the Audit Committee.

The policy on related party transactions is available at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/Zensar RPT Policy.pdf.

During FY 2021-22, no materially significant related party transactions that may have potential conflict with the interests of Company at large, were entered into by the Company.

Further, the Company has not entered into any material transaction with related parties, during the year under review, which requires reporting in Form AOC-2 in terms of the Act, read with Companies (Accounts) Rules, 2014. However, the requisite disclosures under IND-AS form part of Notes to Financial Statements.

Business Update

The information on Companys affairs and related aspects, is provided under Management Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with Regulation 34 of Listing Regulations and forms part of this report.

Internal Financial Controls

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are stated in Management Discussion and Analysis Report, which forms part of this Report.

Transfer to Reserve

No amount is proposed to be transferred to General Reserve on declaration of dividend(s).


During the year under review, the Company has not accepted Deposits under Chapter V of the Act.

Change in the Nature of the Business

During the year under review, there was no change in the nature of the business of the Company or its subsidiaries, within the meaning of, inter-alia, Section 134 of the Act and Companies (Accounts) Rules, 2014, as amended from time to time.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year on March 31, 2022 to which the Financial Statements relate and the date of this report.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

Annual Return

Pursuant to Section 92 of the Act and related rules, as amended from time to time, a copy of draft Annual Return for the Financial Year ended March 31, 2022, is available

on website of the Company at https://www.zensar. com/about/investors/investors-relation#corporate- governance.

Further, final Annual Return for the Financial Year ended March 31, 2022, once filed, shall also be made available on the above-mentioned weblink.

Subsidiary Companies

Your Company along with subsidiaries provides digital solutions and technology services globally. As of March 31, 2022, the Company had 15 Subsidiaries as per details to be set out in Annual Return.

• In July 2021, the Company and Zensar Technologies Inc, USA completed acquisition of M3Bi India Private Limited and M3Bi LLC, USA, respectively.

• In September 2021, Zensar Colombia S.A.S., was incorporated as a wholly owned subsidiary of Zensar Technologies Inc, USA, to explore and cater to emerging business opportunities in Colombia.

• Keystone Technologies Mexico, S. DE R.L. DE C.V., 100% step-down subsidiary in Mexico merged into Keystone Logic Mexico, S. DE R.L. DE C.V., 100% step- down subsidiary in Mexico, pursuant to amendments in Federal Labor Laws of Mexico. The said merger was completed effective from October 31, 2021.

• In March 2022, entire shareholding of Clusten 16 Proprietary Limited (Clusten) (including their associated parties) in Zensar (South Africa) Proprietary Limited, a subsidiary incorporated in South Africa (ZSAPTY) was bought back and thereafter shares were issued to Riverbend Trade & Invest 58 Proprietary Limited (Riverbend) by way of entering into relevant Agreement(s).

• Mumbai Bench of Honble National Company Law Tribunal ("NCLT"), vide its order dated March 14, 2022 (certified copy received on May 5, 2022) sanctioned the joint petition filed by Cynosure Interface Services Private Limited ("CISPL") and Zensar Technologies Limited ("ZTL" or "the Company") for approval of Scheme of Amalgamation of CISPL with ZTL and their respective shareholders ("Scheme") pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013. Appointed Date for the said merger is April 1, 2021. The Company has made the requisite filing(s) on May 18, 2022 post which the merger was effective.

The highlights of performance of subsidiaries and their contribution to the overall performance of the Company/ Group, are included in Form AOC-1 forming part of Consolidated Financial Statements section in this Annual Report, in accordance with the provisions, inter-alia, of Section 129 of the Act read with Rule 5 of the Companies

(Accounts) Rules, 2014. Further details of developments among subsidiaries during the year under review are set out in the Notes to Consolidated Financial Statements.

Policy for determining material subsidiaries framed by the Company, is available on https://www.zensar.com/sites/default/files/investor/policies-reports-fillings/Policy%20on%20Material%20Subsidiaries0.pdf.


Formal Annual Evaluation of Board and its Committees

Pursuant to provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Nomination and Remuneration Committee has laid down criteria for evaluating Board effectiveness by assessing performance of the Board as a whole, performance of individual Director and permanent Committees of the Board, details of which are available in the Corporate Governance Report.

Further, the Nomination and Remuneration Committee had laid down a structure for evaluating Board effectiveness and engaged a third-party agency to conduct Board Effectiveness Survey during the year under review. The survey findings and feedbacks were then considered while conducting the requisite evaluations inter-alia under the provisions of the Act and Listing Regulations.

No Independent Director was appointed by the Company during the year under review.

Directors Responsibility Statement

The Directors confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2022, the applicable accounting standards had been followed and there were no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at March 31, 2022 and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) 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.

f) 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.

Directors(s) and Key Managerial Personnel(s)

Appointment(s)/Re-appointment(s) Cessation(s)
• H. V. Goenka (DIN:00026726), Non-Executive, Non-Independent Director and Chairman, retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Members approval for his re-appointment forms part of the Notice. The Board recommends his re-appointment. A brief resume along with, nature of expertise in specific functional areas, names of companies in which he holds directorship(s), membership(s) of the Boards Committees, shareholding in the Company and relationships with the directors inter-se, forms part of the Notice. • Shashank Singh (DIN:02826978), Non-Executive, Non-Independent - Nominee Director, tendered his resignation pursuant to termination of Investment agreement with Marina Holdco (FPI) Limited, effective from close of business hours on December 10, 2021.
• The term of five years of Independent Director(s), Ketan Dalal (DIN:00003236) and Ben Druskin (DIN:07935711) would expire on November 2, 2022, whereas Harsh Mariwala (DIN:00210342) will complete his tenure of five years on January 17, 2023. The proposal for their reappointment for a second term is placed before the shareholders for their approval. • Navneet Khandelwal, resigned as the Chief Financial Officer with effect from close of business hours on January 31, 2022 owing to personal reasons.
• The above-mentioned directors have expressed their consent for re-appointment.
• Sachin Zute was appointed as the Chief Financial Officer effective from May 10, 2022 on the recommendation of Nomination and Remuneration Committee and Audit Committee vide their meetings held on April 23, 2022 and May 9, 2022, respectively.

During the year under review, there were no other change(s) in the Board Composition and Key Managerial Personnel of the Company, except as stated above.

Number of Meetings of the Board

During the year under review, Seven (7) meetings of the Board were held, details of which are set out in the Corporate Governance Report which forms part of this report.

Board Committees

Detailed composition of the following Committees of the Board, number of meetings held during the year under review and other related details, are set out in the Corporate Governance Report which forms part of this report:

Corporate Social Responsibility Committee was renamed as "Sustainability & Corporate Social Responsibility Committee" vide Board meeting dated May 10, 2022.

With the resignation of Shashank Singh as Non-Executive & Non-Independent Director-Nominee Director, from the board of the Company, the Audit Committee, Risk Management Committee and M&A Committee stood reconstituted to that extent, with effect from December 10, 2021.

Details of terms of reference of Committees, membership(s) and attendance of members are provided in the Corporate Governance Report. There were no instances during FY 2021-22 where the Board had not accepted any recommendation of any of the Committees of the Board.

Statement on Declaration of Independent Directors

The Company has received Declaration of Independence from Independent Directors inter-alia, pursuant to Section 149 of the Act and under Listing Regulations, confirming and certifying that:

• they have complied with all the requirements of being an Independent Director of the Company, as on January 1, 2022 and as on date. The said certificate(s) were taken on record by the Board, at its meetings held on January 24, 2022 and May 10, 2022 respectively, after due assessment of veracity of the same;

• they possess the requisite expertise and experience and are persons of high integrity and repute; and

• they have registered themselves with the Independent Directors Database maintained by IICA.

Pecuniary Relationship or Transactions of NonExecutive Directors and Disclosures about Remuneration of Directors

All pecuniary relationship or transactions of NonExecutive Directors vis-a-vis the Company, disclosures on the remuneration of the Directors along with their shareholding are disclosed in Corporate Governance Report which forms part of this Report and also available on the website of the Company, pursuant to relevant regulations.

Inter-Se Relationships between the Directors

There are no relationships between the Directors inter-se, except between Anant Goenka and H. V. Goenka. Anant Goenka, Non-Executive, Non-Independent Director, is son of H. V. Goenka, Chairman.

Risk Management

A detailed report on Risk Management is included in Management Discussion and Analysis Report, which forms part of this report.

Secretarial Standards

The Company complies with the applicable mandatory Secretarial Standards.


Disclosure under Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place Internal Committee(s) and an Anti-Sexual Harassment Policy, inter-alia, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder to redress all the sexual harassment complaints reported by women employee(s). The Company has zero tolerance for sexual harassment at workplace.

The following is the summary of complaints received and disposed- off during the year under review:

Number of complaints received 1
Number of complaints disposed off 1
Number of complaints pending 0

Employees Stock Option Plan

The Company currently has three Employees Stock Option Schemes in force, namely, "2002 Employees

Stock Option Scheme" (2002 ESOP), "2006 Employees Stock Option Scheme" (2006 ESOP) and Employee Performance Award Unit Plan, 2016 (EPAP 2016) and these schemes are being implemented, as per SEBI Regulations, in this regard.

In FY 2021-22, 6,430 equity shares, 2,49,210 equity shares and 325,546 equity shares were allotted under 2002 ESOP, 2006 ESOP and EPAP 2016, respectively. The Nomination and Remuneration Committee vide its meeting held on January 20, 2022, resolved that no further options shall be granted under 2002 ESOP and 2006 ESOP.

The 2002 ESOP, 2006 ESOP and EPAP 2016 Plans are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time. There has not been any material change in the ESOP plan(s) during the year.

The disclosure pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https://www.zensar. com/investor/financials.

Particulars of Employees

Information pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. The ratio of remuneration of each director to the median remuneration of the employees of the Company excluding Managing Director for the Financial Year. Please refer Annexure to this Report for details.
2. Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year. The percentage increase in the median remuneration in FY 2021-22 of employees on India Payroll was 8.91%.
3. The percentage increase in the median remuneration of employees. 8,860 (as on March 31, 2022)
4. The number of permanent employees on the rolls of Company (in India) Average percentage* increase made in the salaries of the employees other than the managerial personnel in the last Financial Year is 9.93% for India based associates.
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

* Since percentile refers to a score below which a given percentage of scores in its frequency distribution falls, for an accurate representation of above calculation sought, we refer to percentage increase at an average level of salaries for the employees concerned.

The remuneration to employees is as per the remuneration policy of the Company. The percentage increase in the median remuneration of employees has been calculated after excluding Managing Directors remuneration.

Ajay Singh Bhutoria, Chief Executive Officer and Managing Director, does not receive any commission from the Company nor from any of its subsidiary(ies). Shashank Singh, Non-Executive - Non-Independent - Nominee director received commission only for the proportionate period.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. None of the employees listed in the said Annexure are related to any Director(s) of the Company or hold 2% or more of the paid-up equity share capital of the Company. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.


Integrated Annual Report

The Company has continued the practice of developing the Integrated Annual Report, based on International Integrated Reporting Councils (IIRC) Framework, which encourages organisations to communicate their value creation over time. The Company has embarked on this journey to communicate its integrated thinking and how its business creates sustained value for stakeholders. The second Integrated Report also encompasses aspects like strategy, performance, governance frameworks, value creation based on various forms of capital viz. financial capital, manufactured capital, intellectual capital, natural capital, social & relationship capital and human capital.

Corporate Governance

A detailed report on the same for FY 2021-22 along with the practicing Company Secretarys certification thereon, is provided in the corporate governance section of this report.

Management Discussion and Analysis

A detailed Management Discussion and Analysis Report is annexed to this report.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) on initiatives taken from environmental, social and governance perspective, under Regulation 34(2)(f) is annexed to this report.

Nomination and Remuneration Policy

The Company has a Nomination and Remuneration Policy (Policy) for nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management

Personnel (SMP) and other employees, pursuant to the Act and Listing Regulations, as amended from time to time.

The salient features of the Policy, are:

1. Appointment and remuneration of Directors, KMP and SMP.

2. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-Executive/Independent) and recommendation to the Board matters relating to the remuneration for the Directors, KMP and SMP.

3. Formulating the criteria for performance evaluation of all Directors.

4. Board Diversity

The said Policy is available on the website of Company at https://www.zensar.com/sites/default/files/investor/policies-reports-fillings/Nomination%20and%20Remuneration%20Policy.pdf

Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) of the Act and Regulation 22 of Listing Regulations, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Governance and Ethics. The policy is available on the website of the Company at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/Whistle-Blower-Policy.pdf

The Company has in place robust measures to safeguard whistle blowers against victimisation. Directors and employees are duly sensitised about mechanisms and guidelines for direct access to the Chairman of the Audit Committee, in appropriate cases.

Further, during FY 2021-22, no personnel has been denied access to the Audit Committee.


Statutory Auditors

The term of M/s. Deloitte Haskins and Sells LLP, as the Statutory Auditors of the Company, to conduct audit of Financial Statements of the Company will expire at the conclusion of the ensuing 59th Annual General Meeting (AGM).

As per the provisions of Section 139 of the Act, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends appointment of M/s. S R B C & CO LLP (ICAI Firm Registration No. FRN 324982E/E300003), for a period of five years i.e. upto the conclusion of 64th AGM.

M/s. S R B C & CO LLP, (i) have expressed their willingness to be appointed, (ii) have submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

A resolution proposing appointment of the Statutory Auditors of the Company and their remuneration pursuant to Section 139 of the Act, along with the explanatory statement under regulation 36(5) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, forms part of the Notice of 59th AGM.

There was no instance of fraud reported by the Statutory Auditors during FY 2021-22, as required under Section 134 of the Act and rules thereunder.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. SVD & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company, for FY 2021-22. The Report of the Secretarial Audit in Form MR - 3 is annexed herewith.

Further, pursuant to SEBI circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, the Annual Secretarial Compliance Report submitted by M/s SVD & Associates, also forms part of the Boards Report. The said report(s) does not contain any qualification, reservation or adverse remarks.

The appointment of M/s. SVD & Associates, as Secretarial Auditors, continues for FY 2022-23.

Further, during FY 2021-22 and two previous Financial Years, no penalties, strictures were imposed on the Company by stock exchange(s) or SEBI or any statutory authority, on any matter related to capital markets.

Internal Auditors

The Board had appointed Ernst & Young LLP, Pune as Internal Auditors for FY 2021-22 under Section 138 of the Act. For FY 2022-23, Board appointed KPMG Assurance and Consulting Services LLP as Internal Auditor.

Explanations on Qualification, Reservation or Adverse Remark or Disclaimer made by Auditors

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors/Secretarial Auditors in their respective Reports.


The CSR activities by the Company were undertaken through RPG Foundation, which is committed towards undertaking CSR activities across all group companies of RPG. The composition of the SCSR Committee of the Company, in accordance with Section 135 of the Act, is covered under the Corporate Governance Report which forms part of this report.

A detailed report on CSR activities in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time, is attached to this report.


The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production, are not applicable as the Company is engaged in the services sector and provides IT and IT related services.

Particulars prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 in respect of Technology Absorption, Foreign Exchange earnings and outgo as on March 31, 2022 and R&D expenditure during the Financial Year are set out as Annexure to this report.

Further details are provided under Natural Capital and Intellectual Capital sections respectively which form part of this Integrated Annual Report.


i. The Company is not required to maintain cost records, as specified by the Central Government under section 148 of the Act.

ii. Key initiatives with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety have been disclosed under respective heads of Corporate Governance Report and Business Responsibility Report.

iii. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year along with their status as at the end of the Financial Year is not applicable.

iv. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.


The Board places on record appreciation for the contribution of associates at all levels, customers, business and technology partners, vendors, investors, regulatory authorities and all other stakeholders towards the performance of the Company during the year under review.

The Directors express their deepest condolences towards loss of lives due to COVID-19 pandemic, within in and outside the Zensar family.

For and on behalf of the Board of Directors
Place: Mumbai H. V. Goenka
Date: June 27, 2022 Chairman

Note: All the Annexures referred in the Boards Report form an integral part of the same, unless otherwise stated. The entire Annual Report along with the Notice convening the AGM is to be read together.