Annual Report
2018-19
What’s Inside
Company Overview
02 Corporate Identity
Statutory Reports
26
Management Discussion and Analysis
04 Portfolio Offering
34 Board of Directors' Report
06 Operating Highlights
59 Corporate Governance Report
08 Key Performance Indicators
10 Letter to the Shareholders
12 Business Model
14 Operating Context
16
Innovation
18 Partnership
20 Board of Directors
22 Leadership Team
24 Glossary
25 Company Information
Financial Statements
74 Standalone Financial Statements
122 Consolidated Financial Statements
Shareholders’ Information
181 Notice of 6th Annual General Meeting
191 Proxy Form
192 Route Map to the venue of AGM
World of Majesco
Revenue from operations
`98,810 lakhs
22.59% y-o-y
EBITDA margin
11.9%
142.86% y-o-y
12-month Order Backlog
`67,011 lakhs
10.49% y-o-y
Total clients
(21 new wins in FY 2018-19)
200+
Total partners
37
Greenfields and
start-ups served
18
Partner-based
Tier 1/Tier 2 deals
6
Total cloud clients
(who account for 40.6%
of total revenue)
54
EcoExchange apps
15
Faced with rapidly advancing
technology and an evolving
business ecosystem, Majesco
converges at the answers to ‘Which
direction?’ and ‘How?’.
Every day around the world, we
partner with our clients to turn rapid
change into measurable opportunity.
We work in synergy with them,
drawing upon our global capabilities
to help identify, develop, implement
and operate the innovative strategies
and solutions needed to meet their
customer expectations.
We apply innovation, high-quality
delivery and end-to-end services to
help clients succeed.
Our commitment has led us to meet
clients’ digital transformation needs
through outstanding quality and
holistic competence.
IN ALL WE DO, WE ARE
GUIDED BY OUR VISION
FOR A BETTER WORLD,
TODAY AND TOMORROW.
Majesco Annual Report 2018-19
Majesco Annual Report 2018-19
Shaping the future of insurance
Shaping the future of insurance
Corporate Identity
A trusted business
transformation partner
to insurers
Companies, in order to thrive in a changing world, are
increasingly pursuing innovation – leveraging mobile, social
and cloud technologies to improve decision making, automate
processes and serve their stakeholder fraternity better – to
meet the pace of transformative growth.
We exist at the intersection of technology, expertise and
leadership, providing strategic digital solutions to insurance
carriers worldwide. We help businesses modernize, innovate
and connect to build their future and in turn the industry, at
speed and scale.
WE ENVISION
WE DELIVER
A world where insurance makes life and business
easier, more connected and better protected.
Cloud computing microservices-based and
API-enabled core insurance platforms for P&C, L&A
and Group markets.
WHAT SETS US APART
Technology
Our technology works in the cloud to
help simplify complexities into seamless
experiences for our clients.
Expertise
Our people are the best at what they
do. We are obsessed with delivering
trusted solutions that pre-empt our
clients’ needs.
Leadership
We are among the first in the
industry to move to the cloud,
helping insurers execute their digital
transformation strategies.
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WHAT BROUGHT US HERE
Founded Mastek
(enterprise
technology services)
19
82
Acquired STG
(US-based provider of
enterprise solutions of
P&C insurance)
20
08
•
•
Released Digital1st
Insurance™ (a 100%
cloud, API and
microservices-based
platform for
next-generation insurance)
Acquired Exaxe
(Europe-based cloud
solutions for individual life,
pensions and wealth)
• Demerged from Mastek
•
Acquired Agile
Technologies (US-based
insurance strategic
consulting services)
Acquired Entegram
(US-based insurance
services)
20
05
Acquired Data
Factory Tool Kit (DFTK)
and data migration
methodology
from Kognitio
20
14
•
20
18
Released
CloudInsurer™ (a
100% cloud-based P&C
Group Core Suite and
L&A Group Core Suite)
•
Released Distribution
Management
20
10
20
16
20
07
Acquired Vector
Technologies
(US-based L&A
policy administration
solutions provider)
19
92
Formed MajescoMastek
(insurance focused
products and services)
20
15
Acquired Cover-All Systems
(a core P&C product and
service provider), which was
listed on NYSE and as a result
of a stock swap transaction,
reverse-merged and listed
Majesco, USA, on NYSE Market
20
13
Acquired SEG (US-based
policy administration
software for individual
and group life health and
annuity insurance)
20
17
•
•
•
Released Enterprise Data
Warehouse products
Majesco core platform
selected as technology
foundation for IBM
insurance offering
Released v10 P&C
Core Suite and L&A and
Group Core Suite
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Majesco Annual Report 2018-19
Shaping the future of insurance
Portfolio Offering
A bouquet of
future-focused
integrated solutions
CLOUD ENABLES
Agility, innovation and speed in traditional businesses models and mature systems
and processes through incremental improvements. We cater to the P&C, L&A
and Group markets, combining advanced business intelligence and technological
capabilities for all lines of business on single platform.
CLOUD-BASED INSURANCE PRODUCTS
Majesco CloudInsurer™
A cloud-based insurance platform
powering insurers’ ability to match
the reality of increasing customer
demands and stay ahead of a changing
market. We derive our competitive
edge from rapid delivery and value,
a pay-as-you-grow model that is
scalable, and seamless upgrades.
P&C Core Suite
A powerful core systems suite
empowering business growth
and innovation for P&C personal,
commercial, workers compensation and
specialty insurance. This also includes,
among others, flexible enterprise
policy management, billing and
claims platforms that improve
customer journeys.
P&C Data Solutions
A sophisticated platform that
turns data into results, integrating,
organizing and uncovering strategic
insights. Data is a strategic asset that
utilize to help our clients uncover new
ways to connect with stakeholders.
Our robust business intelligence and
out-of-the-box analytics capabilities
help accelerate digital transformation.
L&A and Group Core Suite
L&A and Group Core Suite
An advanced single platform for
An advanced single platform for
individual, group and voluntary
individual, group and voluntary
benefits to grow our clients’
benefits to grow our clients’
businesses and ensure better
businesses and ensure better
outcomes. This includes, among
outcomes. This includes, among
others, a cutting-edge policy
others, a cutting-edge policy
management platform, a enterprise
management platform, a enterprise
billing solution and a claims
billing solution and a claims
management software that are
management software that are
preferred for their speed, ease of use
preferred for their speed, ease of use
and responsiveness.
and responsiveness.
4
4
LifePlus Solutions
SaaS offerings (acquired through Exaxe)
for the European market that enables
individual life, pensions and wealth
management companies to launch new
products faster, administer products
more efficiently and respond to the
market in an agile manner.
Distribution Management
Creation and execution of innovative
distribution strategies to optimize
existing channels and expand to new
ones. Management of multi-channel
distribution on a single platform, along
with their complex compensation
schemes and high-volume changes, and
offer personalized payment schedules
as well as self service.
18
Greenfields and
start-ups
156
P&C module
deployments
37
Partners
41
L&A module
deployments
530
Engineers dedicated
to R&D innovation
48
48
Clients using
Clients using
CloudInsurer™
CloudInsurer™
DIGITAL1ST DELIVERS
An online ecosystem that develops business models in a platform economy,
a cloud-native platform with DevOps automation, security and operational efficiency,
a shape-to-scale platform that hones digital insurance business models, and an
omni-channel distribution with open API architecture – catalysing innovation and
experimentation through speed and variable pricing.
Since its launch in May 2018, eight clients, including insurers, reinsures, InsurTech
startups, insurance agents and brokers have chosen Majesco’s Digital1st Platform TM
to forge the future of insurance.
DIGITAL1ST INSURANCE™ PRODUCTS
Digital1st
Platform™
A microservices-based digital
insurance solution with a cloud-
native configuration workbench
and a runtime platform for
launching and scaling
personalized digital experiences.
Digital1st
Engagement™
Pre-built engagement SaaS
apps (portals, microservices
and more) for global insurance
for accelerating engaging and
impactful customer journeys.
Digital1st
EcoExchange™
A live marketplace of curated
plug-and-play partner apps
that help nurture a rich
customer-centric ecosystem.
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Majesco Annual Report 2018-19
Shaping the future of insurance
Operating Highlights
Setting
new benchmarks
Q2
Launched Digital1st
Insurance™ EcoExchange
with partner apps
Q3
Named a leader in Gartner
Magic Quadrant for P&C Core
Platforms, North America
Adam Elster named
CEO of Majesco, USA,
subsidiary of the Company
Acquired Exaxe, Europe-
based cloud solutions
for individual life,
pensions and wealth
Launched Digital1st
Insurance™ Electronic
Billing and Payments App
2018-19
Q1
Launched Digital1st
Insurance™
Released a new version
of Majesco Distribution
Management
Released a new version
of Majesco Data &
Analytics Platform
6
2019-20
Q1
Recorded a 50% increase in
attendance at Convergence 2019
Refreshed brand narrative and
launched a new website
Partnered with DataRobot to bring
AI/ML to core insurance platforms
Q4
Shifted listing of Majesco,
USA, from NYSE to NASDAQ
Closed oversubscribed rights offering,
yielding US$ 43.5 million
Developed three-year strategic plan
Denise Garth, Senior Vice President Strategic
Marketing of Majesco, USA named #15 in the
Top 50 InsurTech Influencer List
Co-presented with IBM at IBM
Think Conference
Expanded Leadership Team; Wayne Locke
named CFO and Jim Miller named
CRO of Majesco, USA, a subsidiary of
the Company
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Majesco Annual Report 2018-19
Shaping the future of insurance
Key Performance Indicators
Progressing
with confidence
Revenue from operations (K in lakhs)
Profit after tax (K in lakhs)
2018-19
2017-18
2016-17
2015-16
98,810
2018-19
7,174
80,604
82,617
75,715
9.3%
(4-year CAGR)
2017-18
280
2016-17
673
2015-16
731
114.1%
(4-year CAGR)
What this means: The increase in revenue was led by higher cloud revenue,
new logos, footprint expansion within existing accounts and acquisition
revenues from Exaxe.
What this means: Higher profit is substantially driven by improved
revenue profile with higher cloud-based revenues, improved operating
efficiencies and cost management in general & administrative expenses.
Revenue split by recurrence (K in lakhs)
2017-18
2018-19
21,538
32,829
Recurring
Non-recurring
59,066
Recurring
Non-recurring
65,981
What this means: Recurring revenue includes cloud subscription, annual license fee and maintenance and support fees. Growth in recurring revenue was
driven by higher earnings from cloud subscription.
Revenue split by segment (K in lakhs)
2017-18
Cloud implementation
Cloud subscription
Support and maintenance
42,328
License
On-premise professional services
16,738
7,247
12,618
2018-19
Cloud implementation
Cloud subscription
Support and maintenance
37,472
License
1,673
On-premise professional services
2,983
18,245
28,509
11,601
What this means: Cloud revenue growth is driven by strong revenues from the IBM project and new cloud wins. Strong growth in cloud revenue more than
offsets drop in on-premise professional services revenue.
8
Revenue split by geography (K in lakhs)
2017-18
North America
EMEA
Others
5,627
4,288
70,689
2018-19
North America
EMEA
Others
7,268
6,866
84,676
What this means: We saw healthy growth across all geographies. While North America remains our predominant market, higher growth in EMEA was
driven by our Exaxe acquisition.
Revenue split by line of business (K in lakhs)
2017-18
P&C
L&A
Non-insurance
1,161
17,754
61,689
2018-19
P&C
L&A
Non-insurance
640
28,895
69,275
What this means: Higher profit is substantially driven by improved
revenue profile with higher cloud-based revenues, improved operating
efficiencies and cost management in general & administrative expenses.
What this means: Growth across both P&C and L&A. L&A contribution was higher due to the IBM project with MetLife and the Exaxe acquisition.
Adjusted EBITDA (K in lakhs)
EBITDA margin (%)
2018-19
2017-18
2016-17
3,918
4,086
2015-16
1,948
11,772
82.1%
(4-year CAGR)
2018-19
2017-18
2016-17
4.9
4.9
2015-16
2.5
11.9
68.2%
(4-year CAGR)
What this means: Adjusted EBITDA is adjusted for stock-based
compensation. Higher adjusted EBITDA was resultant of incremental cloud-
based revenue profile and improved operating leverage.
What this means: Higher cloud and recurring revenue coupled with
operating efficiencies resulted in improved margins.
12-month Order Backlog (K in lakhs)
Net cash (K in lakhs)
2018-19
2017-18
2016-17
2015-16
67,011
60,649
44,040
48,432
11.4%
(4-year CAGR)
2018-19
2017-18
2016-17
2015-16
10,986
5,976
7,871
3,861
41.7%
(4-year CAGR)
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Majesco Annual Report 2018-19
Shaping the future of insurance
Letter to the Shareholders
Tomorrow’s
demands today
DEAR
SHAREHOLDERS,
The fiscal 2018-19 was a
year shaped by several
strategic initiatives
that successfully led
to quarter-on-quarter
consistent performance.
We witnessed a growth of 22.59% in
our top-line and of 382.40% in our profit
before tax over financial year 2017-18
levels. Business momentum continued
to accelerate and we are experiencing
higher demand for our cloud-based
platform solutions. With most insurance
carriers moving to the cloud, it is already
an integral part of their technology
environment and business platform
strategies. Our revenue from the
cloud expanded by 67.22% in the year,
occupying an incrementally larger share
in our earnings mix. Our 12-month
executable backlog remains strong,
growing at 10.49% year-on-year.
Big picture
The market dynamics for our
core platform solutions and services
remain compelling. Insurance today is a
US$ 4.9 trillion industry. While digital is
profoundly transforming conventional
paradigms across all customer-facing
industries, the insurance space is still in
the early stages of digital transformation.
This means that the next five to ten
years present a significant potential for
change. This, in turn, is helping industry
participants chart a course towards
greater use of innovation, software
10
Ketan Mehta
Co-Founder and Non-Executive Director
and services in the sector. Beyond new
technologies and new value propositions,
businesses are reassessing their
customer relations, security compliance
and operating models.
Insurers, to enter the next phase
of growth, will focus on improving
operational efficiency, boosting
productivity and lowering costs with
new technology, while customizing
products and services to meet the
evolving demands of the emerging
digital economy.
Operational overview
Majesco is proactively pursuing –
organic development, partnerships
and Mergers and Acquisitions (M&As)
– to accelerate the pace of innovation,
geographic expansion and market share
gain. This is part of our multi-pronged
strategy to become the premier provider
of modern technology solutions
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a legacy business, or optimizing the
existing operations of a business, we
have solutions and best practices to help
them pave their path to the future.
With this, on behalf of Majesco, I am
pleased to present our partnerships with
clients, the innovation focus of our teams
and our performance for shareholders
in the Annual Report 2018-19. I would
also take this opportunity to thank
everyone, especially my fellow Board
members, for their continued guidance,
trust and confidence. We are energized
by the bold new landscape to craft an
ideal environment for bringing new ideas
and new concepts to life and supporting
insurance services for tomorrow.
Warm regards,
Ketan Mehta
Co-Founder and Non-Executive Director
11
to support the core needs of the
insurance industry.
In P&C, we are organically expanding
our existing client base, through
upselling, cross-selling and adoption.
We are signing up with new clients and
leveraging our innovation agenda. In L&A
and Group, we are stepping up our play
and focusing on gaining a foothold in the
Group and Voluntary Benefit as well as in
the Individual Life customer segment.
Our strategic partnerships with IBM,
Capgemini and Deloitte are crucial to
working with Tier 1 and 2 insurers in
P&C and L&A and Group, going well
beyond the traditional SI relationship.
Our collaboration with IBM is focused on
using our core platforms as an integral
part of the IBM Insurance Platform on
IBM Cloud. At the same time, Capgemini
has chosen the L&A and Group Core
Suite as the platform of choice to support
their transformation programs, and BPO
and TPA initiatives. We are also invested
in its growing ecosystem of InsurTech
partners who extend our value,
connecting insurers with innovative
capabilities and solutions that matter.
During the year under review,
we announced the acquisition of
Exaxe, an award-winning SaaS
provider of software solutions
in Europe. Exaxe helped life and
pensions companies embrace digital
transformation, empowering them to
launch new products faster, administer
products more efficiently and respond
with greater flexibility to the Life,
Pensions and Wealth Management
segment. This acquisition was intended
to strengthen and expand our deep
software offerings, while accessing a
new segment and complementing our
footprint in the UK.
Our Majesco Digital1st portfolio, a
key launch from 2018, is made to
adapt to different cost structures,
customer segments and user
personas. It is designed and built as
a microservices-based, multi-tenant
cloud-native platform. It has the ability
to subscribe to third-party services and
real-time data sources that traditional
core systems cannot effectively support.
Of the other key annual operating
highlights, I would like to bring to
the fore one in particular. To support
our exciting growth opportunity, in
September 2018, Majesco, USA, our
subsidiary announced the appointment
of Adam Elster as CEO. Adam has a
strong background in the technology
industry. He will lead us into the age of
Digital Insurance 2.0, where we step up
our product offer and unlock speed to
value, leveraging a broad ecosystem and
technology innovations such as cloud
computing, APIs, microservices, AI/ML
and new data sources.
In closing
Insurance is not ‘business as usual’.
That is why Majesco is co-creating the
future, one that is agile, nimble and
lightning fast, a future that is in the
cloud, on demand, hyper-relevant and
ultra-scalable. We are attuned to our
clients’ needs and are busy creating a
brand that is more connected, more
relevant and pushes traditional frontiers.
We are known for our strength in
completeness of vision and capability.
From P&C, L&A, a full cloud suite and
a modern, digital platform to a simple
billing solution, Majesco’s technology has
the power to meet tomorrow’s demands
today. Whether an insurer is setting up
a start-up or greenfield, modernizing
Majesco Annual Report 2018-19
Shaping the future of insurance
Business Model
Turning ideas
into outcomes
Technology is profoundly reshaping contemporary value chains.
Today’s transformations are opening pathways to strategic
opportunities for Majesco to be at the heart of tomorrow’s
disruptive growth domains and to find new avenues for
value creation.
WE LISTEN TO
OUR STAKEHOLDERS.
WE INNOVATE TO
LEVERAGE OPPORTUNITY.
As a partner, expert, employer and investment of choice,
we listen carefully to understand stakeholders’ needs first.
That knowledge, combined with our global perspective,
helps our clients exceed their customer expectations,
supports our people in growing their careers and provides
our shareholders with a return on investment.
C R E ATE NEW
Platfo r m T M
E c o exchangeTM
DIGITAL1ST
INSUTANCETM
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LIFE &
ANNUITIES
AND GROUP
PROPERTY
& CASUALTY
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Lifeplus
Distributio n
Managemen t
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A n a l y li c s
CLOUDINSU P E R T M
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Claims
E
OPTIMIZ
Clients
Proactive listening serves as the first step in
developing flexible and customized solutions to
innovate and lead our clients in delivering results.
People
Our professionals provide the needed digital
expertise to support clients’ most pressing needs and
address those needs through the deep understanding
of their businesses. We imbibe a powerful sense of
ownership through our teams and each member
participates in our strategic direction.
Shareholders
Over the years, we have experienced significant
growth through disciplined execution of our strategic
objectives. This has led to a balanced blend of organic
and inorganic growth, which is key to provide our
shareholders with a reliable return on investment.
12
WE INNOVATE TO
LEVERAGE OPPORTUNITY.
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40%
of our customers run on
CloudInsurerTM
95%
of our customers
who upgraded to new
Majesco products chose
CloudInsurerTM
97%
of our new North America
customers in FY 2018-19
chose CloudInsurerTM
The digital needs of clients and their customers are driving the
transformation of organizations around the world. We serve
as our clients’ guide in this time of rapid change, providing
practical innovation to create powerful results. To navigate
successfully to the future of insurance, there are three paths
insurers can pursue.
Create new businesses for tomorrow,
building innovative business models with
the next generation platforms and new
market strategies
WE LEAD THE
INDUSTRY WE SERVE.
We are a trusted partner that provides substantive
and actionable insights to help clients accelerate their
transformation. We bring forward services and solutions
that address clients’ top priorities. We are dedicated to
the insurance industry and help property and casualty
and life insurers implement innovative digital business
solutions across the value chain to differentiate themselves,
while driving operational efficiencies and cost savings.
Our overarching objective is to co-create a world where
insurance makes life and business easier, more connected
and better protected.
Key impact areas
Optimize both channels and processes to
maximize engagement, creating new digital
capabilities to protect and growing today’s
customer base
Driving a
differentiated,
seamless customer
experience
Modernize both the framework and the
organization, replacing legacy systems in
a private or public cloud to keep and grow
today’s business
Deriving value
from data to
enhance end-to-end
customer journeys
Safeguarding
against cyber and
regulatory risks
13
Majesco Annual Report 2018-19
Shaping the future of insurance
Operating Context
Disruptive
innovations ahead
Digital Insurance 2.0 is allowing insurers to break out of
traditional boundaries and mix and match technologies and
concepts that will catapult them into the next phase of growth.
To thrive, insurers will also need to create the right partnerships
and convene the largest ecosystem to enrich their offerings
and services. This makes it necessary for insurance providers
to transition progressively to next-generation, data-driven
design and service platforms, modernising their legacy and
fully embracing the latest IoT, Big Data, AI/ML, real-time and
cloud technologies.
Meeting the pace of
transformative growth
Digital Insurance 2.0 is about more than
technology. It involves a fundamental
change to how an organization listens
to customers, innovates, collaborates
with partners, delivers new products
and services, and more. It’s about driving
change across the entire enterprise —
from front-end customer channels to
back-end processes and supply chains.
Such a change takes place continuously
in response to market drivers and
customer expectations. Majesco works
with digital leaders to help insurers
evolve at the right pace and scale, into
agile organizations that meet customer
needs. We are well positioned to
capitalize on favorable market trends on
the back of our scale, cloud technology
and breadth of solutions.
14
Insurance is a US$ 4.9 trillion1 industry that is ripe for disruption. Of this, insurers, on average, spend
US$ 147 billion2 on IT and the market supports this multi-billion dollar opportunity.
Market opportunity
~US$ 2.7 trillion3
~US$ 2.2 trillion3
US$
4.9
trillion
~US$ 4.9 trillion
~US$ 147 billion
~US$ 88 billion
~US$ 58.9 billion
L&A and Group
P&C
Market opportunity
(total annual premium)
Transformation opportunity
(spend on staff, network,
desktops, etc.)
Spend on IT
Majesco addressable market
(spend on services,maintenance/
support and hardware/software
Global InsurTech investment reached US$ 4.15 billion4 in 2018, an 87% increase over US$ 2.2 billion in 2017 and a 1,093%
increase over US$ 348 million in 2012. The top priority for insurers is platform technologies, cloud, APIs, AI and microservices.
As physical and digital worlds blur, data and analytics will be at the cornerstone of next-generation. Providing the best
solutions and services at the lowest cost, while being able to adapt very fast to market change and specific demands will mark
the next quantum leap for InsurTech.
Next-generation service-centric architecture with intelligent
connectivity and data-driven orchestration for future-ready insurance
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Immersive experience
360-degree
customer experience,
engagement and
ownership
Cognitive analytics
Smart data orchestrator,
open innovation and
service platforms
Hybrid cloud
Software-defined
infrastructures,
microservices and
DevOps
Business accelerators
Speed to value;
channel innovation
and efficiency;
customer loyalty;
ecosystem of value-
added products and
services; test and learn
platforms; and total
cost of ownership
optimisations
Open platform foundations and real-time process automation
Source: 1. AM Best Report; Willis Towers Watson; McKinsey | 2. Novarcia’s Matthew Josefowicz | 3. Swiss Re Institute; November 2018;
sigma No 3/2018: ‘World insurance in 2017: solid, but mature life markets weight on growth’ | 4. CB Insights Deal Search
15
Majesco Annual Report 2018-19
Innovation
Shaping the future of insurance
Driving the
transition
to a business of
the future
Our relentless thirst for
innovation is essential
for achieving our goals
We build infrastructures that
incorporate cloud-based intelligent
solutions to simplify operations,
streamline costs, increase agility
and achieve a higher speed to value
as well as implementation. We
facilitate the adoption of advanced
analytics to enable new business
models, services, products and
customer experiences. We help
clients innovate to differentiate
– reimagining customer
touchpoints and engaging through
a wider ecosystem. We help drive
operational efficiencies and deliver
cost savings through our tomorrow-
ready technological capabilities
that also effectively address
compliance requirements.
16
Case
study
1
A holistic solution to achieve business
goals and expand customer base
Right from the time of its inception in
2012, Heritage Insurance was quick to
realize that it required technology that
could support its appetite for growth
and efficiency. It required a solution that
would give them the full spectrum of
insurance functionality, end to end, yet
also be deployed on the cloud.
Heritage and Majesco partnered in
developing and orchestrating the
seamless delivery of such a platform,
through an enterprise agile model
that encouraged continual dialogue
and collaboration between IT and
business, to understand how priorities
might have shifted, then realign plans
accordingly. Our solution included
assigning a full-time Client Partner
to the account, thereby ensuring that
risks and expectation mismatches were
minimized from the start. Our P&C
Suite deployed on the cloud enabled
the rapid implementation of a single
platform to meet the needs of multiple
lines of business as well as markets.
Together with Heritage, we were able
to foster growth for new offerings,
including mobility, business intelligence
and analytics, while expanding to new
geographies, making underwriting
and claims processing seamless across
the operations.
Starting with zero policies at the
beginning of 2012, Heritage had
~3,32,000 policies and over 250
employees at the end of first quarter
2016. In addition, Heritage began
offering insurance for homeowners
as well as commercial residential
property and also commercial general
liability. Starting with takeout business
from the Florida state fund (Citizens),
Heritage has grown to US$ 683
million in consolidated premiums-in-
force at the end of the first quarter
2016. Business expanded from US$
5.6 million in operating revenues in
2012 to US$ 394.8 million in 2015,
reaching profitability within three
quarters of operation.
“Majesco allowed us to jumpstart
Heritage to get out there and we are now
over US$ 600 million in consolidated
premium. So with that rapid growth, we
had to sustain it. The program success
comes down to basically two things:
good people and a good technology
platform. Flexibility was an important
aspect when we selected Majesco.
Our window of growth is small and
if you’re not able to change with the
market these days and have a good
partner that’s changing with you, you’re
going to see some rough waters ahead.”
— Ernie Garateix, Chief Operating
Officer, Heritage Property & Casualty
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Case
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2
A new bar in product development,
implementation and market launch
We are working with promising
InsurTech startups and incumbent
insurer greenfields across P&C and
L&A segments and supporting their
growth strategies – launching new
business models, introducing new
products and entering new markets,
through our platforms, to deliver speed
to value, to implementation, to market
and to revenue.
Urban Advantage Insurance, based out
of California, implemented Majesco
Policy for P&C and Majesco Billing for
P&C on the Majesco CloudInsurer™
platform in 95 days for dwelling
fire, enabling their rapid launch into
the personal lines market. Urban
Advantage’s mission is to bring
comprehensive and competitive personal
lines insurance products to the urban
communities of California. Following a
rapid evaluation, we put them on the
fast track, leveraging our powerful
platform and extensive out-of-the-box
capabilities. Additional products are in
development for a similar rapid rollout.
“From the very beginning we were
impressed with the depth of business
and technical capabilities of the Majesco
platforms as well as their understanding
of the unique challenges for greenfields
like ourselves to support a business
launch. The speed and quality of the
implementation has surpassed our
expectations, helping to rapidly launch
our business and drive speed to value.” –
Danna Gomez, Chief Operating Officer,
Urban Advantage Insurance
17
Majesco Annual Report 2018-19
Partnership
Shaping the future of insurance
Embracing
collaborations
to build the
future
Our partners plug into
our value proposition.
To keep adding value in a dynamic
world, we harness the power of
vibrant, thriving ecosystems. As
both client and customer needs
evolve and innovative technologies
disrupt traditional operating
models, these strategic partnerships
will become an essential ingredient
in maintaining our competitive
edge. We weave the unique
strengths of our partners into a
common value chain through an
open and accessible architecture.
18
We partner with the best and the brightest
to reach new markets and support our
customers as they shape the future.
A powerful alliance
with Capgemini
As we accelerate our growth plans, we want
to ensure that our customers have access
to the best products, expertise, knowledge
and leadership critical for their business
innovation and transformation plans, regardless
of insurer line of business, size or market.
To that end, we entered into an agreement
with Capgemini to cross-pollinate business and
systems transformation capabilities, along with
implementation, integration, conversion, and
testing services to group and individual insurers.
Additionally, Capgemini will bring its insurance
expertise, ecosystem, and InsurTech partnerships
to an upcoming L&A and group platform offering
with Majesco L&A and Group Core Suite at its
heart. The platform will allow insurers to become
‘open’ and leverage API and services architectures
to rapidly build a digital ecosystem that overcomes
legacy system setbacks and achieves speed to value.
The IBM Insurance
platform
A key component of our growth strategy, we
worked with IBM to create an insurance-specific
industry platform which brings a differentiating
advantage, speed to market and lower total cost of
ownership to insurers. The IBM Insurance Platform,
built on the IBM Cloud:
• Handles the core insurance processing flexibly
and efficiently
• Offers enterprise-class tools for optimization
and for process acceleration and optimization
• Protects sensitive information in a secure
cloud environment
• Provides digital tools for strong
customer engagement and new product
development – microservices, open APIs, AI,
mobile and analytics
• Delivers a rich ecosystem marketplace for
innovative data and solutions that extend
core capabilities
• Employs agile and flexible cloud and
consumption-based operating models
• Lowers compliance costs for all participants
Scan this QR Code.
Read more about
our partners.
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Board of Directors
Committed governance
Venkatesh N. Chakravarty
Non-Executive Chairman and
Independent Director
Venkatesh has more than 29 years
of experience in the insurance
Industry. His experience spans
insurance, management consulting
and reinsurance, beginning with Life
Insurance Corporation of India and Eagle
Star International in the Middle East.
At KPMG, he was an Associate Director,
Management Consulting, responsible for
the insurance practice. He was the Head
of Life & Health business and a Director
on the Board of Swiss Re Services India
Private Limited for more than 10 years.
At present, he is the CEO of General
Reinsurance AG India branch.
Venkatesh is qualified as an Associate
Member of the Chartered Insurance
Institute, UK (ACII, UK). He holds a
Master’s degree in Administrative
Management and a Bachelor’s
degree in Economics, Political
Science and Sociology.
Ashank Desai
Non-Executive Director
Mr. Ashank Desai, is an Information
Technology Industrialist and has done
B.E. from Mumbai University and in
graduating year, held the second rank
in the University. He holds a
M. Tech Degree from the Indian
Institute of Technology (IIT), Mumbai.
He also holds Post Graduate Diploma in
Business Management (PGDBM) from
the Indian Institute of Management
20
(IIM), Ahmedabad. He has worked with
Godrej and Boyce before founding
the Mastek. He is actively associated
with several government bodies and
trade associations.
Mr. Desai is the Principal Founder and
Former Chairman of Mastek and has
more than 4 decades of rich and diverse
experience in Information Technology
industry. He also guides as a Trustee
to Mastek Foundation, whose mission
is to enable “Informed Giving and
Responsible Receiving”.
Mr. Desai is widely recognized as an
Information Technology industry veteran
and one of the most respected business
personalities in India. He is one of the
founder members & past Chairman of
NASSCOM. He was a former President
of Asian Oceanian Computing Industry
Organisation (ASOCIO), an Association
of 20 countries in this region. He also
served as Vice-Chairman, Society for
Innovation and Entrepreneurship
(SINE) at his alma mater IIT Mumbai.
Prime Minister Shri Narendra Modi has
felicitated him for his contribution to
NASSCOM & Information Technology
Industry for the last 25 years.
He is also the founder of Avanti
Foundation NGO which provides
leadership training to low income
group girls to become leaders.
He is Co-founder of PARFI NGO which
provides Vocational training to high
school dropouts. He is on Board of an
NGO which trains deserving under
privileged students to get admissions to
IITs and Engineering colleges. He is also
on the board of Government bodies and
Non- Profits and advises them in the
areas like Urbanization, IT, health and
education. He strongly believes in giving
back to the society in whatever way he can
and is also a philanthropist.
Farid Kazani
Managing Director and
Group Chief Financial Officer
Farid brings critical finance and
organization skills to Majesco, with over
28 years of experience in the field of
corporate finance and core competencies
in strategic business planning, treasury
and fund management, forex, mergers
and acquisitions (M&A) and divestments.
Prior to joining Majesco, Farid was
the Group CFO and Finance Director
of Mastek Limited. He has been the
architect of carrying out the process
of demerger of the insurance business
into Majesco, which was completed
in June 2015. He was responsible for
reorganizing the legal entity structure
and creating the insurance business
group, under Majesco US, completing the
two acquisitions and paving the way to
list Majesco on the NYSE-MKT and the
parent company, Majesco Limited on the
Indian Stock Exchanges. Prior to Mastek
Limited, he worked with Firstsource
Solutions Limited as CFO – India and
Global Financial Controller for over four
years. His work experience also spans
organizations such as RPG Enterprises,
BPL Mobile, Marico Industries Limited,
Piramal Enterprises and NOCIL. He has
successfully handled an Initial Public
Offering (IPO) of US$ 100 million
and a Foreign Currency Convertible
Bond (FCCB) issue of US$ 275 million
for Firstsource Solutions Limited,
besides independently managing brand
takeovers of ‘Mediker’ and ‘Oil of
Malabar’ for Marico Industries Limited.
He has been conferred with many
recognition awards for Excellence in the
Finance field across various categories
such as Cost Control & Management,
Fund raising, M&A, etc.
Majesco Annual Report 2018-19Shaping the future of insurance Farid is a member of The Institute
of Chartered Accountants of India
and The Institute of Cost and Works
Accountant of India. He is also the
member of NASSCOM’s Product Council
for FY 2019-20.
Ketan Mehta
Non-Executive Director
Since October 2018, Ketan has been
serving as Chairman of the Board of
Majesco, USA. Prior to that, he served
as President of Majesco, USA from 2000
until March 2019 and Chief Executive
Officer of Majesco, USA from July 2011
to October 2018.
Ketan co-founded Mastek Limited in
1982 and served as a member of the
Board of Directors of Mastek Limited
until June 1, 2015. He was a member
of the Nomination and Remuneration
Committee of Mastek Limited from
October 5, 2007 until June 1, 2015
and a member of the Governance
Committee from January 7, 2009 until
June 1, 2015. During his 35 years with
Mastek, Majesco and its affiliates, he
has handled multiple functions including
sales, delivery and general management.
He is the driving force behind the
conceptualization and execution of
Majesco’s insurance strategy, including
acquisition and integration of five
insurance technology companies over
the last eleven years. Prior to that, he
also spearheaded Mastek’s joint venture
with Deloitte Consulting.
He holds a Management Degree
from the Indian Institute of
Management, Ahmedabad.
Jyotin Mehta
Independent
Non-Executive Director
In his career, Jyotin has held senior
management positions in TATA, ICICI
and Shell group of Companies. He has a
versatile experience of over 35 years in
the areas of corporate finance, internal
audit, corporate governance, risk and
controls, company law and legal and
regulatory compliance and customer
service. He last served as Vice President
and Chief of Internal Audit in Voltas
Limited. He is also the Non-Executive
Independent Chairman of the Board of
Directors of Monnet Ispat and Energy
Limited and serves as Independent
Director in various other companies such
as Linde India Limited, ICICI Prudential
Trust Company Limited and Suryoday
Small Finance Bank Limited. He is a
visiting faculty at leading management
schools in India. He also acts as a
Governance, Risk Management and
Compliance (GRC) advisor.
Jyotin holds a Bachelor’s Degree in
Commerce from University of Bombay
and is a fellow member of the Institute
of Chartered Accountants of India (All
India Rank 3), the Institute of Company
Secretaries of India and the Institute of
Cost Accountants of India.
Madhu Dubhashi
Independent
Non-Executive Director
Madhu has more than four decades of
experience in financial services industry,
having worked with ICICI Limited, Standard
Chartered Bank, JM Financial & Investment
Consultancy Services Private Limited
and Global Data Services of India Limited
(erstwhile subsidiary of CRISIL Limited).
Madhu is an Economics graduate from
Miranda House, Delhi University and
post-graduate in Business Administration
from the Indian Institute of Management
(IIM), Ahmedabad.
Radhakrishnan Sundar
Executive Director
Sundar worked for two years with HCL
Limited, after which he co-founded Mastek.
He has extensive experience in the software
industry and actively participated in various
strategic intitatives taken by Mastek
Group. Mr. Sundar has a proven track
record in building successful companies
around emerging opportunities and
leading technologies – having successfully
nurtured start-ups both in India and the US.
He also serves on the Board of Sankara Eye
Foundation, USA, the fund-raising arm of
Sankara Eye Care, India engaged in eliminating
curable blindness among the rural poor. Today
he is engaged extensively with the social
sector assisting them in building scale and
achieving financial sustainability.
Sundar is an MBA from Indian Institute of
Management (IIM), Ahmedabad and an
undergrad in ECE from REC, Trichy.
21
COMPANY OVERVIEWSTATUTORY REPORTS FINANCIAL STATEMENTS Majesco Annual Report 2018-19
Shaping the future of insurance
Leadership Team
Insightful experience
1
6
2
7
3
8
4
9
5
10
1 Adam Elster
Chief Executive Officer
Adam, prior to joining
Majesco, USA in 2018, served
as President of Global Field
Operations and member of
the Executive Leadership
team at CA Technologies,
a $4.5B Fortune 500
organization and business
partner to the world’s
largest companies. Under his
direction, CA Technologies
evolved from legacy
software vendor to digital
transformation leader across
DevOps, API Management,
Security and Agile
Management. Adam currently
sits on the Board at Optanix,
an IT Service Management
company, and at PENCIL.org,
a non-profit that connects
businesses with schools
to provide advancement
opportunities for students in
underserved communities.
22
He holds a Bachelor of Arts
in Psychology and Master of
Sciences in Management and
Information Systems from
New York University.
operations to create impact
and options for their future.
During this same time, he
also served on the Majesco
Executive Advisory Board.
2 Ed Ossie
Chief Operating Officer
Ed is responsible for driving
the Company’s growth
strategy, key operational
initiatives and corporate
development. He has over
25 years of international
experience serving
high-growth technology
companies, spending the last
20 years in chief operating
and chief executive roles.
Prior to joining Majesco,
Ed was Vice President and
Director at Corum Group, a
Global M&A Advisory firm
focused on the Technology
segment. In this role
he advised a number of
high-growth technology
teams on how they might
win, shape and scale their
He graduated with a Bachelor
of Science degree from
Missouri State University and
attended select Executive
Programs at Stanford
Graduate School of Business.
3 Manish Shah
President and Chief
Product Officer
Manish is responsible
for management and
development of innovative
software products for the
global insurance business and
works on strategic directions
for the Company as a member
of leadership team. Prior to
the merger of Cover-All and
Majesco, Manish was
President and CEO of
Cover-All and served on its
Board of Directors. Prior to
joining Cover-All, Manish
held several technology
management positions
independently and with
Tata Consultancy Services
for over a decade, serving
a wide variety of industries
including P&C Insurance.
He was responsible for
business development,
product management,
project management and
solution consulting to various
enterprises including many
Fortune 500 companies.
Manish earned an M.B.A.
from Columbia University,
and a Bachelor of Science
degree in Computer
Science from MS University
of Baroda, India.
4 Mallinath Sengupta
Executive Vice President
and Head of Delivery,
Consulting, and Support
Services
Mallinath is responsible for
delivering client programs
that meet customer
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expectations. He is passionate
about transforming the
software product delivery and
implementation playbook.
He has over 30 years of
international experience
in various roles including
large-scale delivery (team size
exceeding 10,000), Account
Management, Pre-Sales,
Engagement Initiation and
Product Development.
Mallinath previously worked
for Wipro, NIIT and Mphasis.
In his last role, Mallinath was
Chief Executive-NextAngles
at Mphasis Corp where he
helped develop an AI-enabled
software solution for banking
regulatory compliance.
He is an alumnus of
Indian Institute of
Management, Bangalore.
5 Denise Garth
Senior Vice President,
Strategic Marketing
Denise is responsible for
leading marketing, industry
relations and innovation in
support of Majesco’s client
centric strategy, working
closely with Majesco
customers, partners and the
industry. She is a recognized
Top 50 InsurTech Influencer
and industry leader with
both P&C and L&A insurance
experience as a CIO and
business executive with deep
international ties in Asia and
Europe. At ACORD, she was
vice president, standards
and membership driving
its international expansion
and market presence.
While at Innovation Group,
she was EVP, strategic
marketing and global head
of market strategy where
she re-established the
company’s position through
market-driven strategy and
solutions. Most recently
she was Partner and
Chief Digital Officer with
Strategy Meets Action.
Denise is a Cum Laude
graduate, with a BS in Math
and Computer Science from
Central College in Iowa,
MBA work at the University
of Northern Iowa and has
attended various executive
leadership programs.
6 Jim Miller
Chief Revenue Officer
Jim is responsible for
driving Majesco’s overall
go-to-market methodology
and execution of the
Company’s growth strategy.
Prior to joining Majesco,
Jim had a successful career
at CA Technologies, where
he led sales strategy for
products and field teams
across multiple business units
worldwide, with revenues
ranging from $350 million
to $2.5 billion. He spent 20
years in executive leadership
and general management
roles, earning a reputation for
delivering top performance
across partner and direct
sales channels by improving
operational discipline,
transforming systems,
and developing consistent
and repeatable growth at
scale. During his time at CA
Technologies, Jim pioneered
a complete turnaround from
sales decline to sales growth
across several product
business units.
He has a Bachelor’s degree
from the University of
Maryland at College Park.
7 Prateek Kumar
Executive Vice
President, Global Sales
Prateek is responsible for
the entire customer lifecycle,
including building new
business and deepening
existing relationships with
clients across P&C and L&A
lines of business. He has
held various positions in
presales, sales and account
management at Majesco since
2003. Prior to that, he worked
as an IT consultant with the
Exeter Group in the areas
of IT strategy, planning and
program management.
He has an MBA from Virginia
Polytechnic Institute and
State University.
8 Farid Kazani
Managing Director and
Group CFO
Farid brings critical finance
and organization skills to
Majesco, with over 28 years
of experience in the field of
corporate finance and core
competencies in strategic
business planning, treasury
and fund management, forex,
mergers and acquisitions
(M&A) and divestments.
Prior to joining Majesco,
Farid was the Group CFO
and Finance Director of
Mastek Limited. He has been
the architect of carrying out
the process of demerger of
the insurance business into
Majesco. He was responsible
for reorganizing the legal
entity structure and creating
the insurance business
group, under Majesco
US, completing the two
acquisitions and paving the
way to list Majesco on the
NYSE-MKT and the parent
company, Majesco Limited on
the Indian Stock Exchanges.
He is a member of The
Institute of Chartered
Accountants of India and
The Institute of Cost and
Works Accountant of India.
He is also the member of
NASSCOM’s Product Council
for FY 2019-21.
9 Wayne Locke
Chief Financial Officer
Wayne brings with him
over two decades of finance
and operations experience.
Before joining Majesco, he
was a Senior Director at
Capgemini providing financial
and operational consulting
services to insurance
organizations. Prior to that
he was the President of WEL
Consulting, LLC, a financial
operations firm where he was
instrumental in providing
the finance vision, strategy
and leadership to help the
organizations get to the
next level. Over the course
of his career, he has been
responsible for designing and
implementing world-class,
value-added business process
management solutions
for notable organizations
including, AIG, Deloitte
Consulting, GE Capital,
BNY and Swiss Re.
He holds an MBA in Finance
from Baruch College City
University of New York
and a BS in Accounting
from Brooklyn College City
University of New York.
10 Sweta Jhunjhunwala
Senior Vice President,
Global Administrative
Services
Sweta oversees all aspects
of HR, IT, and Facilities
at Majesco. She came
to Majesco as part of its
Cover-All acquisition in 2015.
In her previous position
at Majesco, she focused
on implementation of
Cover-All products, and
helped expose the existing
Cover-All client base to the
broader Majesco portfolio.
Prior to joining Majesco,
she ran the implementation
team at Cover-All, ensuring
executed of all projects with
high quality and in a timely
manner, resulting in increased
customer confidence and
benefits. Before that, she
held several director and
management positions at
companies such as Columbia
Water Center, Pepsico,
BearingPoint and TCS.
She has a Master of Science
in Sustainability Management
from Columbia University and
a Bachelor of Engineering in
Computer Technology from
the University of Mumbai.
23
Majesco Annual Report 2018-19
Shaping the future of insurance
Glossary
AI/ML
API
Big Data
Cloud computing
Artificial Intelligence is a branch of computer science that aims to create machines that can
simulate human intelligence. Machine learning is an application of AI, which focuses on the
development of computer programs that can access data and use it learn for themselves.
Application Programming Interface comprises a set of functions and procedures allowing the
creation of applications that access the features or data of an operating system, application,
or other service.
Big Data refers to extremely large data sets that may be analysed computationally to reveal
patterns, trends, and associations, especially relating to human behavior and interactions.
Cloud computing is the delivery of different services through the Internet. These resources
include tools and applications like data storage, servers, databases, networking and software.
Cloud services enable users to store files and applications on remote servers or ‘the cloud’ and
then access all the data via the internet. This means the user is not required to be in a specific
place to gain access to it, allowing the user to work remotely.
Enterprise solutions
Enterprise software, also known as enterprise application software, is a computer software used
to satisfy the needs of an integrated organization rather than individual users.
DevOps
InsurTech
IoT
L&A
Microservices
Modules
DevOps is a set of practices that combine software development and information technology
operations to shorten the systems development life cycle while delivering features, fixes and
updates frequently in close alignment with business objectives.
Insurance Technology refers to the use of disruptive technology innovations designed to energise
the current insurance industry model and maximize its efficiency and efficacy.
Internet of Things is the practice of embedding internet connectivity into physical devices and
everyday objects. These devices can communicate and interact with each other over the internet
and they can be remotely monitored and controlled.
Life and Annuities
Microservices refer to a software development approach that structures an application as a
collection of smaller, lightweight modular components. The microservice architecture enables the
continuous delivery/deployment of large, complex applications.
Modules are software components or parts of a program that contains one or more routines.
One or more independently developed modules make up a program. An enterprise-level software
application may contain several different modules, and each module serves unique and separate
business operations.
Open architecture
Open architecture is a kind of computer/software architecture that intends to make adding,
upgrading, and swapping components easy.
Platform
Platforms refer to a group of technologies that are used as a base upon which other applications,
processes or technologies are developed.
P&C
SaaS
SI
Property and Casualty
Software-as-a-Service (SaaS) is a software licensing and delivery model in which software is
licensed on a subscription basis and is centrally hosted over the internet.
Systems integrators specialize in bringing together component subsystems into a whole and
ensuring that those subsystems function together, a practice known as system integration, helping
solve problems of automation.
FORWARD LOOKING STATEMENTS:
Certain statements in this annual report concerning our future growth prospects are forward-looking statements, which involve a
number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements.
We have tried wherever possible to identify such statements by using words such as anticipate, estimate, expect, project, intend, plan,
believe and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these
forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is
subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should
underlying assumptions prove inaccurate, our actual results could vary materially from those anticipated, estimated or projected.
Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of
new information, future events or otherwise.
24
Company Information
BANKERS
HDFC Bank Limited
ICICI Bank Limited
Yes Bank Limited
The Hongkong and Shanghai Banking Corporation Limited
Standard Chartered Bank
STATUTORY AUDITORS
M/s. Varma & Varma,
Chartered Accountants (up to July 3, 2019)
M/s. MSKA & Associates,
Chartered Accountants (w.e.f. July 4, 2019)
REGISTERED OFFICE
MNDC, MBP-P-136,
Mahape, Navi Mumbai – 400 710
REGISTRAR & SHARE TRANSFER AGENT
Karvy Fintech Private Limited
Karvy Selenium Tower B, Plot 31-32,
Gachibowli Financial District, Nanakramguda,
Hyderabad – 500 032
Tel: +91 40 6716 2222
Fax: +91 40 2342 0814
E-mail: einward.ris@karvy.com
Website: www.karvy.com
BOARD OF DIRECTORS
Mr. Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
Mr. Ashank Desai (w.e.f. May 31, 2019)
Non-Executive Director
Mr. Farid Kazani
Managing Director & Group CFO
Mr. Jyotin Mehta (w.e.f. November 5, 2018)
Independent Director
Mr. Ketan Mehta
Non-Executive Director
Mrs. Madhu Dubhashi
Independent Director
Mr. Radhakrishnan Sundar
Executive Director
CHIEF FINANCIAL OFFICER
Mr. Kunal Karan
COMPANY SECRETARY
Mrs. Varika Rastogi
6th Annual General Meeting
Date: Tuesday, August 6, 2019
Time: 11:00 A.M. (IST)
Venue: Hotel “Country Inn and Suites By Radisson”
Plot No. X-4/5-B, TTC Industrial Area, MIDC, Mahape,
Shilphata Road, Navi Mumbai - 400 701
25
Company overviewStatutory reportS Financial StatementS MANAGEMENT DISCUSSION AND ANALYSIS
I.
INDUSTRY STRUCTURE AND DEVELOPMENTS
Global economy and Information Technology
The global economy is forecasted to grow at 3.3% in
2019 and 3.4% in 2020, from 3.6% in 2018. Rising policy
uncertainties, possibility of the United Kingdom’s (UK)
exit from the European Union (EU), ongoing US-China
trade conflicts, currency volatility and weakening
financial market sentiments are some of the key
factors that contribute toward the overall slowdown.
In particular, United States of America economy
registered a growth of 2.9% in 2018 and is projected to
moderate to 2.6% in 2019 and 2.2% in 2020, as the fiscal
stimulus winds down. Growth is estimated to remain
weak in the UK, at under 1% in both 2019 and 2020,
from 1.4% in 2018, mainly due to persisting ambiguity
over the country’s separation from the EU. India’s GDP
grew at 7.0% in FY2018 and is projected to grow at 7.2%
in FY2019 and 7.3% in FY2020 benefited from easing
financial market tensions, strong inflow of investments,
increased business confidence, accommodative fiscal
policy and a slew of structural reforms.
[Source: Organisation for Economic Co-operation and
Development (OECD)]
The National Association of Software and Services
Companies (NASSCOM) Strategic Review 2019 report
estimates that the global Information Technology and
Business Process Management (IT-BPM) industry grew
at 4.9% in revenue terms to US$ 1.4 trillion in 2018.
This was mainly driven by increased software-led digital
penetration as well as rise in demand for advanced
digital technologies such as industrial automation, cloud
computing, Artificial Learning (AI) and Machine Learning
(ML), Internet of Things (IoT), Augmented Reality
(AR) and Virtual Reality (VR), blockchain, business
intelligence and data analytics. IT services, in particular,
witnessed a growth of 3.2%, owing to accelerated
demand for application development and management
services. The Americas, along with Europe-Middle East-
Africa (EMEA), continue to account for the lion’s share
of the market at ~84%, followed by Asia-Pacific (APAC)
region, which accounts for the remaining ~16%.
Indian economy and Information Technology
India is on the fast track to become a digital as well as
cashless economy. In the last few years, the country
has seen a massive rise in digital services, prompting
a higher internet penetration. Corporates are moving
towards Industry 4.0, adopting new technologies to
stay competitive and relevant in this connected world.
The Indian IT sector is scaling up its footprint across the
value chain, offering more end-to-end solutions.
NASSCOM estimates
IT-BPM
that
industry is growing at 6.1% in revenue terms, from
the domestic
US$ 167 billion in 2017-18 to US$ 177 billion in
2018-19. Increased adoption of emerging technology
platforms, analytics, cloud and mobility has enabled IT
services to grow at 5.2% in revenue terms, from US$
86 billion in 2017-18 to US$ 91 billion in 2018-19.
Software products grew at 6.8% to US$ 8.2 billion.
Revenue generated by India’s insurance industry is
expected to grow to US$ 280 billion by FY 2020. The
outlook for the industry is upbeat, given the pace of
economic development, favorable demographics, higher
disposable incomes and rising awareness of the need
for insurance and retirement planning. In addition,
further boosts the
sustained regulatory support
prospects for the overall sector.
II. STRENGTHS AND OPPORTUNITIES
The role that technology can play in transforming a
business is radically changing and customer centricity
is at the heart of it all. Globally, the insurance industry
is witnessing a fundamental shift in how its products
are designed and delivered, rapidly expanding and
shifting distribution strategies – all with a single-
minded focus on achieving greater efficiency and
excellence in customer service. This relentless journey
requires insurers to transform their legacy applications,
move towards a data-driven world, find new ways of
accelerating integration and stay ahead of the curve.
Gartner forecasts the global IT spending in insurance
to grow at 3.7% in 2019 to reach US $220.7 billion in
constant USD. Major trends that pave the way forward
are reinsurance rate escalation; wider adoption of
IoT; digitalization of underwriting, distribution, data
analytics and legacy; and transformation in ecosystems
Key takeaways from Novarica’s survey
Novarica surveyed 92 insurer CIO members of the
Novarica Insurance Technology Research Council during
August and September of 2018. Here are its key findings.
• Overall IT spending is starting to shift from core to
digital, data and security. While the movement is
still small given the high expenses associated with
core systems, overall budgets are starting to shift
away from core applications and toward digital
engagement, analytics and ever-growing security
needs.
• Cloud deployments are increasing 63% of insurers
plan to expand their migration of applications to the
cloud in 2019.
Gartner forecasts the global IT spending in insurance to grow at 3.7% in 2019 to reach US $220.7
billion in constant USD.
26
Majesco Annual Report 2018-19Shaping the future of insurance
•
Life and Annuity (“L&A”) insurers are focused on
digital, optimized workflow and operating efficiency
as they face changing customer expectations and
continuing margin pressure in legacy blocks of
business.
• Property and Casualty (“P&C”) insurers are focused
on analytics and speed to market; the mounting
competition in the space and the threat of adverse
selection continue to drive a need for better and
faster product deployment. More mid-sized P&C
insurers are planning major up-gradation to their
analytics capabilities in coming years, as compared
to the years before.
• Both L&A and P&C sectors increasingly perceive
developing talent and improving IT operations as
key IT challenges.
In sum, the survey summarizes that business leaders
are demanding additional capabilities and
faster
speed to market. IT organizations are responding with
enhancements in existing systems as well as legacy
system replacements. While replacement activity is still
significant, it is ebbing slightly, especially among P&C
insurers, as the investments of the past decade are going
into production. Across the board, there is a gradual
shift away from investing in core systems toward digital
and data/analytics systems. With security demands
growing at the same time as business demand for digital
and data capabilities, insurers are not likely to be able
to fulfill these concurrent demands using a traditional
IT spending framework. This brings a huge opportunity
for Majesco’s core business, which serves the P&C and
L&A segments.
III. COMPANY REVIEW
Almost 200 insurance companies, world over, operating
in the segments of P&C, L&A and Group/Employee
Benefits, are transforming their businesses with our
solutions. Our market leading software, consulting and
services uniquely underpin the entire insurance value
chain and empower insurers with the agility, innovation
and speed needed to maximize their transformation
opportunities. Our solutions span policy management,
new business/underwriting, rating, billing, claims
management, distribution management, BI/analytics,
predictive modeling, digital platform with mobile and
portal, testing services, cloud services, bureau and
content services and beyond.
The annual market opportunity for Majesco’s products
and services is over US$ 25 billion. Demand is growing,
since insurers of all sizes are upgrading their core
business processes to become more efficient, control
costs, introduce new products to the market and
enhance the way they engage and interact with their
customers. Majesco is well positioned to capitalize
the business momentum, leveraging favorable market
trends, on account of its scale, product reputation,
success of implementations and breadth of solutions.
III. A. Core software
North American P&C
insurers’ demand for
core systems continues to expand given their
efforts to modernize and include a broader array
of platforms. Moreover,
insurance CIOs are
increasingly attracted to these core platforms,
according to a Gartner’s October 2018 report.
In this context, our core software offering enables
P&C, L&A and Group insurers to unify advanced
business and technological capabilities for all
lines of operations on a single platform. Gartner
further recognized Majesco’s vision and execution
prowess, positioning us as a leader in P&C core
platforms in North America.
III. B. Majesco P&C Core Suite
In today’s new market paradigm, insurers clearly
recognize that to capitalize digital opportunities
they need a modern, robust core platform that
enables speed to value and is scalable, as well
as easy to structure for seamless and frequent
content and software upgrades.
Majesco P&C Core Suite provides core system
capabilities, including policy, billing and claims.
It gives insurers the flexibility and speed to
innovate, and deliver growth with profitability. It
is built on a common configurable platform that
empowers both IT and business users with a rich
variety of built-in content and the ability to make
changes independently.
Further, Majesco Configuration Toolset vests
both business and IT users with the power to
achieve new levels of visibility, agility and speed
to managing insurance systems. Business rules,
rates and forms are accessed through a modern
27
Company overviewStatutory reportS FinanCial statements
Digital Insurance 2.0 underpins this new era and
this shift to Application Programming Interface
(API) and platform economy. The
‘Digital
Insurance 2.0’ wave is marked by the use of key
technologies such as cloud computing, open APIs,
microservices, ecosystems, data and analytics,
which together help insurers create new business
models on the one hand and products and services
on the other.
Majesco participates in this shift towards Digital
Insurance 2.0, guiding
insurers to connect
everything, reimagine their business’ capacity
to grow and innovate and, most importantly,
craft transformative customer experiences. Our
digital services enable the use of modern digital
insurance tools, such as cloud-based technologies,
platform-ready
agile
digital ecosystems. From insurers’ strategy to
implementation and post-execution, we dominate
the value chain and do away with silos to define
a clear, cohesive and actionable roadmap. Such a
roadmap interfaces with endless customer touch
points and articulates and prioritizes the projects
that will achieve the most operational gains to the
client.
architectures
and
III. E.
Majesco Digital1st Insurance Platform
Majesco Digital1st Insurance platform is a ground-
breaking digital and microservices-based cloud-
only platform solution, designed to enable the
next era of new business models, new products
and customer engagement. It can subscribe to
third-party services and real-time data sources
that traditional core systems may not effectively
support and is configurable for different customer
segments and user requirements.
architecture built on open standards, offering an
intuitive, web-based user experience along with
built-in industry best practices acquired from 20
years serving the industry.
III. C. Majesco L&A and Group Core Suite
An array of changes and disruption are unfolding in
the L&A Individual, Group and Voluntary benefits
insurance segment, offering unprecedented
opportunities for innovation and growth in terms
of new markets, new customers and the demand
for new products and services.
Majesco L&A and Group Core Suite uniquely
supports Individual, Group and Voluntary benefits
on a single platform; cognizant that nurturing and
retaining customers, regardless of where they
originate, is critical to insurers’ growth strategies.
insurance
It provides clients with essential
capabilities for policy, billing and claims. The
powerful design allows for rapid adaptation
for new, innovative products or benefit plans,
giving insurers the flexibility and speed needed
to capture opportunities and create profitable
growth.
III. D. Digital services
The digital age is reinventing and reshaping
businesses. Insurance, too, is entering an era
of disruption, along with most of the services
industry. Fundamental elements of the insurance
trade are changing and require major adjustments
to survive and thrive. Rapid pace of Insurance
Technology (InsurTech) growth and investment,
adoption of new technologies, innovation, growth
of new startups and greenfields, fast-changing
customer needs and expectations and the shift
towards an on-demand and platform economy
are creating a continuous era of change and
disruption.
28
Majesco Annual Report 2018-19Shaping the future of insurance
IV. BUSINESS REVIEW
During the year, we continued to support new and
existing customer growth plans,
launching new
products, enhancing our product offerings, focusing
on operating efficiencies, deepening our relationship
with partners, expanding sales and marketing efforts
and successfully integrating an acquisition in the EMEA
region.
We generated an operating revenue of ` 98,810 lakhs
in financial year 2018-19, reflecting growth of 22.6%
compared to financial year 2017-18 and a growth
of 13.4% in constant currency terms. We company
expanded our profitability from ` 280 lakhs in financial
year 2017-18 to ` 7,174 lakhs in financial year 2018-19.
insurance
In May 2018, we launched the revolutionary Majesco
Digital1st
Insurance, a next-generation platform
solution as the foundation of our new business unit. It is a
microservices-based
platform
digital
that enables insurers to design customer journeys
– tailored to their needs and on their terms – cutting
through traditional insurance silos and creating end-
to-end, highly personalized and engaging customer
experiences. In the same month, we updated the
Majesco L&A and Group Core Suite. The new suite,
version 10.0, includes Majesco L&A and Group Policy,
Majesco L&A and Group Billing and Majesco L&A and
Group Claims.
In November 2018, Majesco, USA, subsidiary of the
Company, acquired Exaxe Holdings Limited (Exaxe), an
EMEA based cloud software leader in the life, pensions
and wealth management segment. Headquartered
in Dublin, Ireland Exaxe serves a growing list of top
European insurers. This acquisition has strengthened
and expanded our software offerings in EMEA for
the individual life, pensions and wealth management
market while complementing our software and Group
focused customer base in the UK.
In February 2019, Majesco, USA successfully completed
its rights offering in the US raising approximately US$
43.5 million to support future inorganic growth. On
February 26, 2019, Majesco, USA switched the listing
of its common stock from the New York Stock Exchange
(NYSE) - American to NASDAQ. This was an important
step in our journey to grow and create sustained value
for our shareholders.
Majesco Partner EcoSystem, built around Majesco
CloudInsurer, is designed to provide insurers with
extended strategic and operational benefits, with
complementary partner-led solutions and unique
capabilities across the value chain. We have tie-ups with
multiple ecosystem partners, to fulfill the objective of
serving clients with pre-integrated offerings on the
digital platform.
We expect the revenue from our cloud offerings to grow
at a faster pace, compared to other areas of our business.
We are encouraged by this shift as cloud-based sales
are margin-accretive and recurring, besides meeting a
critical industry requirement. We will continue to make
investments in research and development of platforms
and solutions to boost future growth prospects, with a
keen eye on client program success.
Break Up of Revenue by Regions
Revenue – North America (NA)
Offerings
License
Professional
Services
Cloud
Support
Total
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
2,418
31,310
37,157
13,791
84,676
2.9
1,382
37.0
32,704
43.9
16.3
23,985
12,618
2.0
46.3
33.9
17.8
100.0
70,689
100.0
Revenue – EMEA
Offerings
License
Professional
Services
Cloud
Support
Total
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
321
832
2,954
2,759
6,866
4.7
12.1
43.0
40.2
277
4,011
-
-
6.5
93.5
-
-
100.0
4,288
100.0
Revenue – Others (APAC/India)
Offerings
License
Professional
Services
Cloud
Support
Total
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
244
5,330
-
1,695
7,268
3.4
73.3
-
23.3
14
5,613
-
-
0.2
99.8
-
-
100.0
5,627
100.0
V. PERFORMANCE REVIEW
Key Financials
Operating Revenue
On a consolidated basis, we registered a total operating
revenue of ` 98,810 lakhs as on March 31, 2019
vis-à-vis ` 80,604 lakhs as on March 31, 2018. Analysis
of Operating Revenue, Region-wise, Offerings-wise and
Line of Business-wise is mentioned below:
29
Company overviewStatutory reportS FinanCial statements
Break up of Operating Revenue by Regions
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
Growth
%
84,676
85.7
70,689
87.7
19.8
6,866
7,268
6.9
7.4
4,288
5,627
5.3
7.0
60.1
29.2
Region
North
America
Europe
Others
(India/ Asia
Pacific)
of cash flow hedge, exchange difference on translation
of foreign operations and re-measurement gain/loss on
gratuity plan. Total comprehensive income for the year
ended March 31, 2019 and March 31, 2018 attributable
to our equity shareholders, after considering share of
non-controlling interests is ` 5,413 lakhs and ` 1,033
lakhs respectively.
Balance sheet items
Non-current Assets
Total
98,810
100.0
80,604
100.0
22.6
A)
Break up of Operating Revenue by Offerings
Offerings
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
Growth
%
License
2,983
3.0
1,673
2.1
78.3
Professional
Services
Cloud
Support
Total
37,472
37.9
42,328
52.5
(11.5)
40,110
18,245
98,810
40.6
18.5
23,985
12,618
29.8
15.6
100.0
80,604
100.0
67.2
44.6
22.6
Break up of Operating Revenue by Line of
Business
Lines of
Business
Property &
Casualty
Life &
Annuities
Non-
Insurance
Total
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
Growth
%
69,275
70.1
61,689
76.5
12.3
28,894
29.2
17,754
22.0
62.7
640
0.7
1,161
1.5
(44.9)
98,810
100.0
80,604
100.0
22.6
Profitability
Profit for the year ended March 31, 2019 and March
31, 2018 is ` 7,174 lakhs and ` 280 lakhs respectively.
Other comprehensive income for the year ended March
31, 2019 and March 31, 2018 is ` 13 lakhs and ` 574
lakhs respectively. Total comprehensive income for
the year ended March 31, 2019 and March 31, 2018 is
` 7,187 lakhs and ` 854 lakhs respectively. Increase in
profit is substantially due to improved revenue profile
with higher cloud-based revenues, improved operating
efficiencies and cost management
in general and
administrative expenses.
Profit for the year ended March 31, 2019 and
March 31, 2018 attributable to our equity shareholders,
after considering share of non-controlling interests
is ` 5,404 lakhs and ` 629 lakhs respectively. Other
comprehensive income for the year ended on March
31, 2019 and March 31, 2018 attributable to our equity
shareholders, after considering share of non-controlling
interests is ` 9 lakhs and ` 403 lakhs respectively. Other
comprehensive income includes changes in fair value
30
Fixed Assets
Tangible assets as March 31, 2019 were ` 3,051
lakhs vis-à-vis ` 2,955 lakhs as on March 31, 2018.
This included a gross addition of ` 1,268 lakhs for
the purchase of computers, furniture and fixtures,
vehicles, etc., depreciation of ` 1,224 lakhs for the
12-month period ended March 31, 2019, deduction
of ` 143 lakhs and foreign exchange translation
adjustment of ` 195 lakhs.
Goodwill as on March 31, 2019 were ` 24,706 lakhs
vis-à-vis ` 22,124 lakhs as on March 31, 2018. This
included additions on account of new acquisitions
of ` 1,236 lakhs and foreign exchange translation
adjustment. No goodwill had been amortized during
the year.
Other intangible assets as on March 31, 2019 were
` 6,071 lakhs vis-à-vis ` 488 lakhs as on March 31,
2018. This included a gross additions including
assets acquired of ` 6,790 lakhs for purchase
of computers software, technology, trade name
and customer relationship, amortization of ` 737
lakhs for year ended March 31, 2019 and foreign
exchange translation adjustment of ` (470) lakhs.
B) Financial Assets
Non-current financial assets were ` 1,015 lakhs
as on March 31, 2019 vis-à-vis ` 486 lakhs as on
March 31, 2018. The increase is mainly on account
of mark-to-market gains receivable on outstanding
derivative contracts and unbilled revenue.
Current Assets
A)
Current investments and Cash and Bank
Balances
Total current investments and cash and bank balances
as on March 31, 2019 was ` 40,313 lakhs vis-à-vis
` 39,857 lakhs in the previous year. Net cash
generated in operations was ` 4,979 lakhs and
payment for purchase of fixed assets was `
3,427 lakhs and payment of acquisition of new
subsidiary was ` 5,367 lakhs during the 12-month
period ended March 31, 2019. Proceeds from
the issue of equity shares was ` 8,536 lakhs
and repayment of borrowings was ` 6,806 lakhs for
year ended March 31, 2019.
B) Trade receivables
Trade receivables as on March 31, 2019 stood at `
11,960 lakhs vis-à-vis ` 12,832 lakhs as on March
31, 2018.
Majesco Annual Report 2018-19Shaping the future of insurance
C)
Current financial loans, financial assets and
other current assets
Other financial assets were at ` 14,749 lakhs as
on March 31, 2019 vis-à-vis ` 6,591 lakhs as on
March 31, 2018. The increase is mainly on account
of unbilled revenue and other receivables. Other
current assets were at ` 3,036 lakhs as on March 31,
2019 vis-à-vis ` 2,735 lakhs as on March 31, 2018.
Shareholders’ funds
Total shareholders’ funds as on March 31, 2019
stood at ` 67,701 lakhs vis-à-vis ` 54,329 lakhs as on
March 31, 2018.
Non-current liabilities
A) Non-current financial liabilities
Total non-current financial
liabilities stood at
` 2,092 lakhs as on March 31, 2019 vis-à-vis
` 3,425 lakhs as on March 31, 2018. The decrease
was mainly on account of reduction in non-current
borrowings by ` 3,338 lakhs and the increase on
account of deferred consideration payable on
business acquisition ` 2,001 lakhs.
B)
Provisions and Non-current other liabilities
Total non-current other liabilities stood at ` 5,104
lakhs as on March 31, 2019 vis-à-vis ` 5,023 lakhs as
on March 31, 2018.
Current Liabilities
A) Financial liabilities
Current financial
liabilities as on March 31,
2019 decreased to ` 14,909
lakhs vis-à-vis
` 15,150 lakhs as on March 31, 2018. The decrease
is mainly on account of repayment of borrowing
` 3,142 lakhs and increase of payable ` 3,555 lakhs.
B)
Other current liabilities and provisions
Other current liabilities and provisions as March 31,
2019 decreased to ` 7,597 lakhs vis-à-vis ` 7,718
lakhs as on March 31, 2018.
Days Sales Outstanding (DSO)
DSO as on March 31, 2019 is 86 days vis-à-vis 81 days as
on March 31, 2018. Increase in DSO is mainly attributed
to unbilled revenue related to the IBM project with
MetLife.
Order Backlog during the year
The 12-month executable order backlog as on
March 31, 2019 was ` 67,011
lakhs vis-à-vis
` 60,649 lakhs for the year ended March 31, 2018.
Total value of orders booked during FY 2018-19 was `
151,764 lakhs vis-à-vis` 143,609 lakhs during FY 2017-
18.
Key Financial Ratios (Consolidated)
Pursuant to Schedule V(B) to the SEBI
(Listing
Obligations and Disclosure Requirements) Regulations,
2015, information pertaining to Key Financial Ratios is
provided below:
Particulars
Operating Profit Margin (%)
Net Profit Margin (%)
Days Sales Outstanding (No. of days)
Current Ratio
Debt Equity Ratio
Return on Net Worth (%)
Year ended
March 31,
2019
12.13
7.05
86
2.99
0.04
2.99
Year ended
March 31,
2018
4.10
0.34
81
2.71
0.17
1.16
Notes:
1. Operating Profit Margin is higher due to higher
cloud and recurring revenue coupled with operating
efficiencies.
2. Net Profit Margin is higher due to improved revenue
profile with higher cloud-based revenues, improved
operating efficiencies and cost management in
general & administrative expenses.
3. Return on Net Worth for the year ended March 31,
2019 is higher due to higher rate of growth in profit
after tax.
Client wins
We added 21 clients during the year, majority of whom
are given below. The client profile includes some
marquee names across verticals in North America, the
UK, India and APAC.
•
•
•
•
•
•
In March 2019, Hansard Global plc, a FTSE listed
business, selected Majesco Life
IllustratePlus,
Majesco Life AdminPlus and Majesco Life
DistributionPlus to support its ambitious growth
plans.
In February 2019, Guardian Insurance, Puerto
Rico based Tier 1 selected Majesco P&C Policy on
Majesco CloudInsurer as the foundation of their
business transformation and growth strategy.
In February 2019, American Public Life Insurance
Company (APL) selected Majesco L&A and Group
Core Suite platform as the foundation of its digital
business transformation strategy.
In November 2018, PT PFI Mega Life Insurance (PFI
Mega Life), the joint venture life insurance company
of Prudential Financial Inc and CT Corpora, selected
Majesco Policy for L&A and Group, along with a
point of sale and activity management solution
specifically used within the APAC region.
In December 2018, a Tier 1 US-based P&C wholesale
broker selected Majesco Digital1st Insurance to
accelerate their digital journey and modernize
systems of engagement with their carrier partners,
agents and customers.
In September 2018, Cannon Cochran Management
Services Inc. (CCMSI), the largest privately held
third-party administrator selected Majesco Policy
and Billing for P&C on Majesco CloudInsurer and
Majesco insurance data and analytics platform to
transform their business by replacing their legacy
systems to enable their growth strategy.
31
Company overviewStatutory reportS FinanCial statements
•
•
•
In June 2018, a new start-up selected Majesco P&C
Core Suite on Majesco CloudInsurer platform to
support their market launch and growth strategies
in a Software as a Service (SaaS) model.
In May 2018, Gibraltar BSN Life Berhad (Gibraltar
BSN) selected Majesco Distribution Management
and Digital Solutions to transform its distribution
management operation as part of
its digital
transformation program.
In April 2018, Tier 1 specialty insurer signed a
three-year agreement for application management
services with Majesco to support their workers
compensation operational systems.
Human assets
As on March 31, 2019, our workforce strength stood
at 2,763, of which 511 were based on site at various
locations, while 2,252 were in India. We continue to
recruit fresh talent and intend to add more technical
resources at various levels during the new fiscal.
VI. BUSINESS OUTLOOK
In the Digital Insurance 2.0 era, the demand for agility,
speed and innovation are at the top of the list of
business leaders. Delivering speed to value continues
to remain key differentiator for us. Majesco’s business
performance in the 2018-19 fiscal reflects the growing
success of our cloud-based strategy and solutions
that help insurers adapt to this era. The InsurTech
disruption is expected to continue into 2020 as well.
Our management continues to remain focused on our
core cloud business across key verticals – P&C and
L&A.
To that end, our key growth drives are listed here:
a) Penetrating
existing
client
accounts with
opportunities through cross sell and up sell;
b) Acquisition of new clients across core areas
namely enterprise billing, commercial line policy
administration, group life system and growth &
innovation platform;
c) Partnership with System Integrators (SI’s) i.e. IBM,
Capgemini, Deloitte.
d) Mergers and Acquisitions.
Majesco, with its size, scale, domain expertise
and platforms, is well poised to capitalize on the
opportunities to support its new and existing
customers’ transition to Digital Insurance 2.0.
Our exceptional leadership team and dedicated
workforce comprise our most important asset,
as we chart out future growth strategies. Going
forward, we will continue to focus on enhancing
our competences and invest in our innovation
capabilities, to remain at the vanguard of change.
32
VII. RISK GOVERNANCE
improves
Risk resilience is at the core of our DNA. Majesco has
in place a strong enterprise risk management function
which oversees our risk management on an ongoing
basis. The primary objective of the Enterprise Risk
Management (ERM) function is to provide a framework
that
reduces
operational surprises and thereby, losses; and identifies
and manages cross-enterprise risks. The ERM policy,
approved by the Board, lays down the risk management
process, expected outcomes, governance and reporting
structure. The policy also stresses on the importance of
having a strong risk culture for the ERM to succeed.
response decisions;
risk
We have in place a strong risk governance model
to ensure risk management principles are followed
throughout the organization and a risk culture is
inculcated. This ERM process and policy is executed
(RMC)
through the Risk Management Committee
represented by the business and functional heads
within Majesco. The Board of Directors oversees the
risk management process and together with the Audit
Committee, reviews the progress of action plans for the
identified key risks on a quarterly basis.
A discussion of key risks and concerns, and measures
aimed at mitigating them, are discussed below.
Strategic: We could be susceptible to strategy,
innovation and business or product portfolio related
risks if there is any significant and unfavorable shift in
industry trends, customer preferences, or returns on
R&D investments.
Majesco does have the benefit of being very well entrenched
with many of its customers, involved in their critical
and strategic initiatives. Therefore, client concentration
related risks are mitigated to an extent. Our investments
in intellectual property creation are being done in a
measured manner and are focused more on extending
and strengthening existing offerings, rather than on new
business or end-use/application areas.
Macro-economic: Risks emanating from changes in the
global markets, such as the recent financial meltdown,
regulatory or political changes, and alterations in the
competitive landscape could affect our operations and
outlook. Any adverse movements in economic cycles
in our target markets and volatility in foreign currency
exchange rates could have a negative impact on our
performance.
This risk is mitigated to some extent due to our diversified
presence in multiple geographies, from Europe to Malaysia
and India. We also take necessary steps such as foreign
exchange hedging to mitigate exchange rate risks.
Competition: We operate in a highly competitive
industry and compete with bigger players, in both India
and abroad. Shifts in clients’ and prospective clients’
dispositions could affect our business.
We
leverage strong domain expertise, robust delivery
capabilities and significant project experience to attempt to
stay ahead of competition.
Majesco Annual Report 2018-19Shaping the future of insurance
Dependence on key personnel: We have one of the
best management teams in the industry and this has
been a critical enabler of our operational successes. Any
loss of personnel through attrition or other means may
have an impact on our performance.
standards and
requirements such as General Data
Protection Regulation (GDPR).
M&A: Well-considered, properly evaluated and
strategic acquisitions form part of our growth strategy.
We endeavor to have an effective succession plan in place to
There is no guarantee, however that an acquisition will
mitigate these risks.
Clients and accounts: Our strategy is to engage with
a few key customers and build long-term relationships
with them. Any shift in customer preferences, priorities
and internal strategies can have an adverse impact on
our operations and outlook.
We have enduring bonds with many of our customers,
mitigating these risks to an extent.
Cyber security: This has emerged as a high category
risk across the IT industry as organizations are moving
to newer areas of engagement, such as cloud-driven
business model, mobile computing, etc.
We have
implemented best security practices across
multiple domains. We have also obtained the necessary
insurance coverage.
Contractual, execution and delivery: Our operating
performance is subject to risks associated with factors
that may be beyond our control, such as the termination
or modification of contracts and non-fulfillment of
contractual obligations by clients due to their own
financial difficulties or changed priorities or other
reasons.
We have mechanisms in place to try and prevent such
situations, along with the necessary insurance coverage.
Data protection and privacy: The leakage and misuse of
confidential and proprietary information increases the
risk of non-compliance of privacy and data protection
laws.
We have laid down policies and process to ensure robust
data protection measures in compliance with the global
produce the business synergies, revenues and profits as
anticipated at the time of entering into the transaction.
We undertake all due care and diligence in the process of
making any acquisition to mitigate these risks.
In addition, there are multiple other risk factors that we
need to consider and manage. The Board and the senior
management continually assess our operations and the
external environment to identify potential risks and take
meaningful mitigation actions against each, ensuring
that the growth targets and strategic objectives are
achieved.
VIII. INTERNAL CONTROL SYSTEM AND THEIR
ADEQUACY
A strong internal control system is pervasive in our
Company. This is commensurate to the nature, size
and complexity of our business. We have documented
a robust and comprehensive internal control system
for all the major processes to ensure reliability of
financial reporting. Our systems for internal control
and risk management go beyond what is mandated,
to span best practices and reporting matrices and to
identify opportunities and risks regarding our business
operations.
Our internal controls are supplemented by an internal
audit program and periodic reviews by the management.
We have appointed an independent audit firm as our
Internal Auditor and the Audit Committee reviews its
findings and recommendations on a quarterly basis.
33
Company overviewStatutory reportS FinanCial statements
BOARD OF DIRECTORS’ REPORT
To the Members,
Your Directors have pleasure in submitting the 6th Board of
Directors’ Report, along with the audited financial statements
of the Company, for the financial year ended March 31, 2019.
1. FINANCIAL SUMMARY
Consolidated
(` in lakhs)
Standalone
Continuing
Operations*
Discontinued
Operations*
Year
ended
March 31,
2019
Year
ended
March 31,
2018
Year
ended
March 31,
2019
Year
ended
March 31,
2018
Year
ended
March 31,
2019
Year
ended
March 31,
2018
97,898
79,884
912
720
-
98,810
-
80,604
2,810
1,01,620
89,292
1,092
81,696
78,344
-
-
974
974
2,359
3,333
1,303
-
-
1,865
1,999
70
-
905
905
935
1,840
708
-
1,935
-
1,935
2,089
-
1,999
18
2,017
1,980
1,961
1,785
69
82
73
28
361
91,614
(274)
10,280
3,106
7,174
489
80,618
(1,053)
2,131
1,851
280
28
1,400
-
1,933
534
1,399
28
818
(1,053)
2,075
648
1,427
-
2,162
-
(227)
(45)
(182)
13
574
-
3
(1)
-
2,008
-
9
2
7
7
7,187
854
1,399
1,430
(183)
14
19.14
18.36
2.6
2.47
4.95
4.76
5.89
5.59
(0.64)
(0.62)
0.03
0.03
Particulars
Revenue from
operations
Information
technology services
Reimbursement
of expenses from
customers
Rental Income
Total Operating
Revenue
Other Income
Total Income
Employee Benefits
and other expenses
Depreciation
and amortization
expenses
Finance costs
Total Expenses
Exceptional items –
expense/ (income)
Profit before Tax
Tax expense / (Credit)
Profit after Tax /
(loss)
Other
Comprehensive
Income
Total
Comprehensive
Income
Earnings per share
of face value of `
5/- each
Basic (`)
Diluted (`)
*Revenue from India Insurance Products & Services Business
was contracted to be sold with effect from April 1, 2019 and
accordingly, has been considered as discontinued operations.
The Company proposes to amend
its Memorandum of
Association to include renting of property as one of its main
objects and accordingly rental income is considered as revenue
from operations and classified as Continuing Operations.
34
Financial Statements for the year ended March 31, 2019 have
been prepared in accordance with Indian Accounting Standards
(Ind-AS) as prescribed under Section 133 of the Companies Act,
2013 (hereinafter referred to as “the Act”) read with Rule 3 of
the Companies (Indian Accounting Standards) Rules, 2015, as
amended and the Companies (Indian Accounting Standards)
Amendment Rules, 2016.
2. RESULTS OF OPERATIONS
a) Consolidated operations
The Group registered total operating revenue of ` 98,810
lakhs for the year ended March 31, 2019 as compared to
` 80,604 lakhs for the year ended March 31, 2018.
The Group earned a net profit of ` 7,174 lakhs for the year
ended March 31, 2019 as compared to net profit of ` 280
lakhs for the year ended March 31, 2018. Analysis of the
Operating Revenue region-wise, offering-wise and line of
business-wise is provided below.
Breakup of Operating Revenue by regions
Region
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
North America
84,676
85.70
70,689
87.70
Europe
Others
(India & Asia Pacific)
6,866
7,268
6.90
7.40
4,288
5,627
5.30
7.00
Total Operating Revenue
98,810
100.00
80,604
100.00
Breakup of Operating Revenue by offerings
Offerings
Year ended
March 31, 2019
Year ended
March 31, 2018
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
License
2,983
3.00
1,673
Professional Services
37,472
37.90
42,328
Cloud
Support
40,110
40.60
23,985
18,245
18.50
12,618
2.10
52.50
29.80
15.60
Total Operating Revenue
98,810
100.00
80,604
100.00
Breakup of Operating Revenue by Line of Business
Year ended
March 31, 2018
Year ended
March 31, 2019
Line of Business
` in lakhs
% of
Revenue
` in lakhs
% of
Revenue
Property & Casualty
69,275
70.10
61,689
Life & Annuities
Non-Insurance
28,895
29.20
17,754
640
0.70
1,161
76.50
22.00
1.50
Total Operating Revenue
98,810
100.00
80,604
100.00
Majesco Annual Report 2018-19Shaping the future of insurance
b) Standalone Operations
(i) Continuing Operations
Your Company reported a total income of ` 3,333
lakhs for the year ended March 31, 2019 as
compared to ` 1,840 lakhs for the year ended March
31, 2018. The Company earned a net profit of
` 1,399 lakhs for the year ended March 31, 2019 as
compared to net profit of ` 1,427 lakhs for the year
ended March 31, 2018.
7.
(ii) Discontinued Operations
Your Company reported a total income of ` 1,935
lakhs for the year ended March 31, 2019 as compared
to ` 2,017 lakhs for the year ended March 31, 2018.
The Company incurred net loss of ` 182 lakhs for the
year ended March 31, 2019 as compared to net profit
of ` 7 lakhs for the year ended March 31, 2018.
3. RESERVES
No amount is proposed to be transferred to reserves for
the year ended March 31, 2019.
4. DIVIDEND
The Board of Directors have recommended dividend
@ 30% i.e. ` 1.50/- per equity share of face value of
` 5/- each for the financial year 2018-19. The dividend
is subject to approval of the shareholders at ensuing
6th Annual General Meeting of the Company (“AGM”).
5. CHANGE IN SHARE CAPITAL
During the year under review, there was no change in
authorized share capital of the Company.
During the year under review, the Company allotted
2,23,045 equity shares of face value of ` 5/- each, to various
employees and Managing Director of the Company, on
exercise of vested stock options. These equity shares rank
pari passu in all respects with existing equity shares of the
Company.
As on March 31, 2019, the paid-up share capital of your
Company stood at ` 14,17,27,205/- comprising 2,83,45,441
equity shares of face value of ` 5/- each.
6.
STATEMENT OF UTILIZATION OF QIP PROCEEDS
Pursuant to Regulation 32(7A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as “the SEBI Listing
Regulations”), the statement of utilization of Qualified
Institutional Placement (QIP) proceeds as on March 31,
2019, as approved by the Audit Committee, is furnished
below.
Particulars
Gross proceeds of QIP Issue
Less: Issue Expenses
Net proceeds of QIP Issue (as mentioned in
Placement Document)
Less: Amount utilized for the purpose received
Balance Amount
Amount
(` in crore)
231.08
5.81
225.27
225.27
NIL
Kindly note that the Company has fully utilized QIP
proceeds by way of investment in subsidiary, Majesco,
USA, in form of subscription to 45,81,109 shares in rights
issue, which is in accordance with the objects of use of
proceeds, as mentioned in placement document dated
January 29, 2018.
MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN MARCH 31,
2019 AND DATE OF THIS REPORT & CHANGE
IN NATURE OF BUSINESS
In order to achieve the twin objective of consolidation of
entire Insurance Software and Products business under
Majesco, USA, subsidiary of the Company and to ensure
greater operational synergies, the Board of Directors
of the Company at its meeting held on March 16, 2019,
based on recommendations of the Audit Committee,
approved sale, transfer and disposal, as a going concern
and on a slump sale basis, of the Company’s India Insurance
Products & Services Business, together with the use of all
the licences, permits, consents and approvals whatsoever,
and all related assets (excluding all immovable assets) and
liabilities together with employees, to Majesco Software
and Solutions India Private Limited (“MSSIPL”), a wholly-
owned step-down subsidiary of Majesco, USA, for a
lump sum consideration of ` 2437.45 lakhs (Rupees Two
Thousand Four Hundred Thirty Seven lakhs and Forty Five
thousand only) subject to certain adjustments at or after
closing, as agreed between the Company and MSSIPL, with
effect from April 1, 2019.
Aforesaid transaction has been approved by the members
of the Company, by way of Special Resolution passed
through Postal Ballot on April 30, 2019.
In light of above, revenue from India Insurance Products
Services Business has been considered as discontinued
operations.
Pursuant to Memorandum of Association of the Company
(“MOA”), Main Objects of the Company is essentially
to carry on the business of computers and computer
peripherals, storage media, computer software and
hardware, to provide facilities relating to computer
operations and data processing equipment and in general
to undertake the business of Information Technology
consulting and software (“IT Business”).
In addition to IT Business, the Company also derives
income from leasing of immovable property and income
from mutual funds & fixed deposits, which is permitted as
an object that is incidental or ancillary to the Main Objects
of the Company.
Based on the above facts, it is proposed to amend the
Objects Clause of MOA to include the relevant incidental/
ancillary activities viz. leasing of immovable property &
Income from mutual funds/ fixed deposits, under Main
Objects. Accordingly proposal for alteration of Objects
Clause of MOA is being placed for approval of Members
of the Company at forthcoming AGM. Accordingly, rental
income has been considered as revenue from operations
and classified as Continuing Operations.
35
Company overviewStatutory reportS FinanCial statements
8. SUBSIDIARY COMPANIES
Your Company has one direct subsidiary namely
Majesco, USA, in which it holds 70.28% stake. As on
March 31, 2019. Majesco, USA, has eight direct and
indirect subsidiaries.
In accordance with Section 129(3) of the Act, Consolidated
Financial Statements have been prepared which form part
of this Annual Report. As required under Section 129(3)
of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, a statement containing the salient features
of the financial statements of the subsidiaries in the
prescribed form AOC-1 is enclosed as Annexure – I to
this Report.
In accordance with Section 136 of the Act, the separate
audited accounts of the subsidiary companies will be
available on the website of the Company, https://ir.majesco.
com/ and the Members desirous of obtaining the accounts
of the Company’s subsidiaries may obtain the same upon
request. These documents will be available for inspection
by the members, till the date of AGM during business hours
at registered office of the Company.
The Policy for determining Material Subsidiaries, adopted
by your Board, in conformity with the SEBI Listing
Regulations can be accessed on the Company’s website at
https://ir.majesco.com/policies/.
The details of subsidiary and step down subsidiaries as on March 31, 2019 are given below:
Name of the Subsidiary
Date of
Incorporation
Country
Business
Majesco
07-Apr-1992
USA
Step Down Subsidiary
Majesco Software and
Solutions Inc.
Cover-All Systems Inc.*
(ceased to be step-down
subsidiary)
03-Jun-1991
USA
26-Oct-1989
USA
Majesco Canada Limited
09-Feb-2009
Canada
Majesco Sdn Bhd
29-Apr-2000
Malaysia
26-Mar-1991
Singapore
05-Feb-2007
Thailand
Information
Technology Services
Information
Technology Services
Information
Technology Services
Information
Technology Services
Information
Technology Services
Information
Technology Services
Information
Technology Services
Majesco Asia Pacific Pte.
Limited**
Majesco (Thailand) Co.
Limited***
(ceased to be step-down
subsidiary)
Majesco Software and
Solutions India Private
Limited$
(` in lakhs)
Turnover
Net Profit
As on
31.03.2019
As on
31.03.2018
As on
31.03.2019
As on
31.03.2018
34,355
25,510
(4,371)
(8,935)
54,910
30,629
5,150
426
NA
16,881
NA
3,811
397
776
(2.03)
4,168
3,384
(650)
908
NA
245
NIL
14
NA
6
21
4
(23)
21-Oct-2014
India
Information
Technology Services
35,265
29,512
4,814
3,488
Majesco (UK) Limited$
23-Oct-2014
UK
Exaxe Holdings Limited#
(acquired)
Exaxe Limited#
(acquired)
02-Nov-1999
Ireland
16-Sep-1994
Ireland
Information
Technology Services
Information
Technology Services
Information
Technology Services
4,438
4,280
NIL
2,504
NA
NA
166
NIL
705
134
NA
NA
*Merged with Majesco Software and Solutions Inc. w.e.f. January 1, 2019.
**Majesco Asia Pacific Pte. Ltd. is wholly-owned subsidiary of Majesco Sdn Bhd and step down subsidiary of Majesco, USA.
*** Liquidated w.e.f. January 29, 2019.
$Majesco Software and Solutions India Private Limited and Majesco (UK) Limited are wholly-owned subsidiaries of Majesco Software and Solutions
Inc. and step down subsidiaries of Majesco, USA.
#Exaxe Holdings Limited is subsidiary of Majesco, USA and Exaxe Limited is wholly-owned subsidiary of Exaxe Holdings Limited and step-down
subsidiary of Majesco, USA. Exaxe Holdings Limited was acquired on November 27, 2018. Economic transfer took place w.e.f. October 1, 2018.
36
Majesco Annual Report 2018-19Shaping the future of insurance
9. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with Regulation 34 of SEBI Listing
Regulations, Management Discussion and Analysis Report
forms part of this Annual Report.
10. DIRECTORS’ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statement in terms of sub-
sections (3) (c) and (5) of Section 134 of the Act that:
a)
In preparation of the Financial Statements for the
financial year ended March 31, 2019, the applicable
accounting standards had been followed along with
proper explanation relating to material departures, if
any;
b) We have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent, so as to give a true
and fair view of the state of affairs of the Company as
at March 31, 2019 and of the profit of the Company
for the year ended on that date;
c) Proper and sufficient care had been taken for the
maintenance of adequate accounting records
in
accordance with the provisions of the Act, for
safeguarding the assets of the Company and
for preventing and detecting frauds and other
irregularities;
d) Financial Statements of the Company had been
prepared on a going concern basis;
e) We have laid down Internal Financial Controls to be
followed by the Company which are adequate and
operating effectively; and
f) We have devised proper systems to ensure compliance
with the provisions of all applicable laws and such
systems are adequate and operating effectively.
11.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on date of this report, the Company has six Directors,
out of those three are Independent Directors including one
Woman Independent Director.
a)
Appointment of Mr. Jyotin Mehta as an
Independent Director of the Company
Mr. Jyotin Mehta (DIN: 00033518) was appointed as
an Additional Director (Independent) for tenor of five
years with effect from November 5, 2018, not liable to
retire by rotation. Proposal for his appointment as an
Independent Director is being placed for the approval
of members of the Company at the ensuing AGM.
The Board recommends appointment of Mr. Jyotin
Mehta, as an Independent Director, for approval by
the members at the forthcoming AGM.
b) Retirement by rotation
Mr. Radhakrishnan Sundar
(DIN: 00533952),
Executive Director of the Company, retires by rotation
at the forthcoming AGM and being eligible, offers
himself for re-appointment. The Board recommends
his re-appointment.
c)
Independent Directors
All the
furnished
Independent Directors have
declaration of Independence stating that they meet
the criteria of independence as provided under
Section 149(6) of the Act and Regulation 25 of the
SEBI Listing Regulations and there has been no change
in the circumstances which may affect their status as
Independent Directors during the year.
d) Key Managerial Personnel
Key Managerial Personnel for the financial year
2018-19
• Mr. Farid Kazani (DIN: 06914620) – Managing
Director & Group CFO
• Mr. Radhakrishnan Sundar (DIN: 00533952) –
Executive Director
• Mr. Kunal Karan – Chief Financial Officer
• Mrs. Varika Rastogi – Company Secretary
During the year under review, Mrs. Varika Rastogi was
appointed as the Company Secretary of the Company
with effect from May 14, 2018 in place of Mr. Nishant
S. Shirke who ceased to be the Company Secretary of
the Company w.e.f. April 17, 2018.
e) Number of Board Meetings
The Board of Directors of the Company met seven
times during the financial year 2018-19. The details
of the Board meetings and the attendance of the
Directors, are given in Corporate Governance Report
which forms part of this report.
12. COMMITTEES OF THE BOARD
Your Company has duly constituted the Committees
required under the Act read with applicable Rules made
there under and the SEBI Listing Regulations.
The Company has an Audit Committee with the
constitution, powers and role as are prescribed under
Section 177 of the Act and Regulation 18 of the SEBI
Listing Regulations.
The other statutory committees of the Board are given
below:
i) Nomination and Remuneration Committee
ii)
Investors’ Grievances and Stakeholders’ Relationship
Committee
iii) Corporate Social Responsibility Committee
Details with regard to composition, powers, role,
meetings held and attendance of members at meetings
37
Company overviewStatutory reportS FinanCial statements
of the relevant Committee are provided in the Report on
Corporate Governance which forms part of this Annual
Report.
13. BOARD’S PERFORMANCE EVALUATION
In compliance with requirement of the provisions of
Section 178 of the Act read with Rules framed thereunder
and Schedule IV to the Act as well as Regulation 17(10) of
the SEBI Listing Regulations, the performance evaluation
of the Board as a whole and individual directors was carried
out during the year under review. As a best practice, the
method of formal performance evaluation combines
Internal Assessment and Assessment by external evaluator.
The Company had adopted the same methodology for
carrying out Board Evaluation exercise.
With the help of an external evaluator, a structured
questionnaire was prepared, after taking into consideration,
inputs received from the Directors, covering various
aspects of the Board’s functioning such as Board Structure
& Development, Board Meetings & Materials, Key
Board Responsibilities & Reporting, Board Management
Relationship, Board Committees’ Effectiveness, Board
Mission.
The outcome of the evaluation of the Board was
comprehensively discussed at the meeting of Nomination
and Remuneration Committee.
Performance Evaluation process for Independent Directors
was based on the declarations received from Independent
Directors that they fulfilled the criteria of independence as
required under the Act and SEBI Listing Regulations.
14. NOMINATION AND REMUNERATION POLICY
The Company has a policy on remuneration of Directors
and Key Managerial Personnel. The policy is approved by
the Nomination and Remuneration Committee and the
Board of Directors of the Company.
This policy is available on website of the Company and the
link for the same is provided below: https://ir.majesco.com/
policies/.
15. PEOPLE PRACTICES
Majesco Group deploys its intellectual capability to create
and deliver intellectual property-driven solutions that
make a positive business impact for its global clients. For
this, the key success enabler and most vital resource is
world-class talent. Majesco Group continually undertakes
measures to attract and retain such high quality talent.
CHORDS: Teams to work effectively, often need some
external stimuli and intervention. Team building can be
an effective tool to bring the team members together,
learn and function better to improve communication,
productivity and other desirable attributes. HR team has
facilitated multitude of these sessions across different
projects and Business Unit’s with participants ranging from
Software Engineer to Senior Vice President.
GeekCafe: Continuous learning plays an important role
in improving productivity. GeekCafe is an initiative to
leverage the expertise within to build a better knowledge
base and help employees improve their technical and
functional capabilities. HR team has been introducing this
in various Business Unit’s across offshore.
Annual Awards: Employees’ recognition plays a key role
in keeping morale up and employees engaged. While there
were quarterly awards and SPOT awards, there was a need
to introduce something to bring in more excitement and
anticipation. Keeping this into consideration, the ‘Annual
Awards’ were launched – a whole new categories of awards
to recognize excellence, innovation & team spirit along
with sizeable rewards for the winners.
Work ethics awareness campaign: Strong work ethics
speak volumes about an organization and its culture. HR
team took up an awareness campaign to share information
about desired work ethics at Majesco and its importance.
Policy awareness campaign: Majesco has many employee
benefit policies but not all employees are aware of them.
Hence a policy awareness campaign was initiated wherein
each month, one policy gets highlighted.
You matter! Upwards feedback: In line with Majesco
value of ‘Openness & Transparency’ wherein we would like
to encourage upwards feedback so as to help build a strong
leadership team, HR team rolled out a new initiative called
‘You Matter!’
Fun-n-Joy & Majesco United: In addition to celebrating
the traditional events and festivals, a host of new events
was added such as International Men’s Day, Majesco
Anniversary Week, Red FM Clash of Corporates, Back to
School, etc.
As on March 31, 2019, Majesco Group had a total
headcount of 2,763 (including contactors’ employees). The
Directors wish to place on record their appreciation for the
contributions made by employees to the Company during
the year under review.
The Human Resources team has been on a path of
continuous progress and improvement, constantly on the
lookout for creating better employees experience over the
last year.
Employee Friendly Policies: A significant step taken during
the year 2018-19 towards better employee experience
was to bring in changes to various HR policies. As part
of continuous
improvement, policies are periodically
reviewed to make them more employee friendly.
16. INTERNAL CONTROL SYSTEM
A strong internal control system is pervasive in the
Company. The Company has documented a robust and
comprehensive internal control system for all the major
processes to ensure reliability of financial reporting.
17. INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company has in place adequate internal financial
controls commensurate with the size, scale and complexity
of its operations.
38
Majesco Annual Report 2018-19Shaping the future of insurance
During the year, such controls were tested and no
reportable material weakness in the design or operations
were observed. The Company has policies and procedures
in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely
preparation of reliable financial information.
The Company has a robust financial closure, certification
mechanism for certifying adherence to various accounting
policies, accounting hygiene and accuracy of provisions and
other estimates.
18. STATUTORY AUDITORS AND THEIR REPORT
At the 2nd AGM held on April 30, 2015, M/s. Varma
& Varma, Chartered Accountants were appointed as
the Statutory Auditors of the Company for a period of
five consecutive years. Kindly note that, the Ministry
of Corporate Affairs vide its notification dated May 7,
2018 has done away with the requirement under first
proviso to Section 139 of the Act, regarding ratification
of appointment of Statutory Auditors by members at
every subsequent AGM. M/s. Varma & Varma, Chartered
Accountants, continue to be the Statutory Auditors of
the Company till the conclusion of 7th AGM, as approved
by the members at 2nd AGM held on April 30, 2015. The
Statutory Auditors have confirmed that they are not
disqualified from continuing as Auditors of the Company.
Further, the report of the Statutory Auditors is provided in
the financial section of the Annual Report. The observations
made in the Auditors’ Report are self-explanatory and
do not contain any qualification, reservation or adverse
remark. Therefore,
it does not call for any further
comments.
19. SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there
under, M/s. Abhishek Bhate & Co., Company Secretary
in Practice, has been appointed as Secretarial Auditor
of the Company. The report of the Secretarial Auditor
is enclosed as Annexure – II to this report. The report is
self-explanatory and does not contain any qualification or
adverse remark. Therefore, it does not call for any further
comments.
20. INTERNAL AUDITOR
As required under Section 138 of the Act and Rule 13 of
the Companies (Accounts) Rules, 2014, the Internal Audit
function is performed by M/s. Suresh Surana & Associates
LLP, Chartered Accountants. The Internal Auditor presents
its report to the Audit Committee. The scope, functioning,
periodicity and methodology for conducting the internal
audit has been formulated in consultation with the Audit
Committee.
21. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither Statutory Auditors
not Secretarial Auditor have reported to the Audit
Committee any instances of fraud committed against the
Company by its officers or employees, in terms of Section
143(12) of the Act.
22. RISK MANAGEMENT
The Company has constituted a Risk Management
Committee to frame,
implement and monitor Risk
Management Plan of the Company. The Audit Committee
quarterly reviews the risks and remedial measures taken
in this regard. The risks are identified and discussed by
Committee at its meeting at regular intervals. The various
risks are categorized as High risk, Medium risk and Low
risk and appropriate steps/ measures are taken/ initiated,
to mitigate the identified risks from time to time.
23. PARTICULARS OF LOANS, GUARANTEE OR
INVESTMENT UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Details of loans, guarantees, investments covered under
provisions of Section 186 of the Companies Act, 2013 are
provided in the notes to the Financial Statements.
24. RELATED PARTY TRANSACTIONS
All Related Party Transactions during the financial year
under review, were at arm’s length basis and are in
compliance with the applicable provisions of the Act and
SEBI Listing Regulations. There were no material significant
related party transactions entered into by the Company
with Promoters, Directors or Key Managerial Personnel
etc. which may have potential conflict with the interest of
the Company at large.
All the Related Party Transactions are presented to the
Audit Committee and Board for their approval. Omnibus
approval is given by Audit Committee for the transactions
which are foreseen and repetitive in nature. A statement of
all Related Party Transactions is presented before the Audit
Committee and Board on quarterly basis, specifying the
nature, value and terms and conditions of the transactions.
The said transactions are approved by Audit Committee as
well as by Board.
The Related Party Transactions Policy as approved by the
Board is uploaded on the Company’s website at https://
ir.majesco.com/policies/.
Details of related party transactions is provided in Form
AOC-2, enclosed as Annexure – III to this report.
25. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Act, the extract of annual
return in Form MGT-9 is enclosed as Annexure – IV to this
report.
26. WHISTLE
BLOWER
POLICY/
VIGIL
MECHANISM
In compliance with the requirement of the Act and the SEBI
Listing Regulations, the Company has established a Whistle
Blower Policy/ Vigil Mechanism and the same is placed on
the Company’s website at https://ir.majesco.com/policies.
The employees of the Company are made aware of the said
policy at the time of joining the Company.
39
Company overviewStatutory reportS FinanCial statements
27. DISCLOSURE
THE
UNDER
SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDREsSAL)
ACT, 2013
The Company follows a strict zero tolerance towards
sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
thereunder, for prevention and redressal of complaints
of sexual harassment at workplace. The Company has
constituted Internal Compliance Committee (ICC) for all
locations across India. Constitution of ICC is in accordance
with requirements as prescribed under aforementioned
statute.
During the financial year 2018-19, the Company has not
received any complaint on sexual harassment.
28. EMPLOYEE STOCK OPTIONS
The Board of Directors hereby confirm that there is no
change in the Employee Stock Option Plan (‘ESOP’) scheme
plan I of the Company and the ESOP plan is in compliance
with the SEBI (Share Based Employee Benefits) , 2014.
Disclosure in compliance with the SEBI (Share Based
Employee Benefits) Regulations, 2014 are available on
the website of the company at the following link: https://
ir.majesco.com/.
During the financial year 2018-19, no employee was
granted stock option equal to or exceeding 1% of the
issued share capital of the Company at the time of grant of
options.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with Section 135 of the Act, the Board of
Directors of the Company has formed a CSR Committee.
The composition of CSR Committee and brief outline of the
CSR policy of the Company with the initiative undertaken
by the Company on CSR activities during the year are set
out in Annexure – V of this report in the format prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014. The CSR Policy is available on the website of
the Company at https://ir.majesco.com/policies.
30. PARTICULARS OF EMPLOYEES AND
REMUNERATION
The information required in terms of Section 197(12) of
the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rule, 2014 is
given below:
I.
Information as per Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014
a) Ratio of the remuneration of each director to the
median remuneration of the employees (“MRE”)
of the Company for the financial year 2018-19:
40
Name of the Director
Executive Directors
Mr. Farid Kazani
Mr. Radhakrishnan Sundar
Non-Executive Directors
Mr. Venkatesh N. Chakravarty
Mr. Jyotin Mehta
Mr. Ketan Mehta
Mrs. Madhu Dubhashi
Ratio to MRE
22.88X
2.63X
Not Applicable
Not Applicable
Not Applicable
Not Applicable
b) Percentage increase in remuneration of each
Director, Chief Financial Officer, Company
Secretary in the financial year 2018-19:
Name of the Director/ Key Managerial
Personnel
Mr. Farid Kazani
Mr. Radhakrishnan Sundar
Mr. Venkatesh N. Chakravarty
Mr. Jyotin Mehta
Mr. Ketan Mehta
Mrs. Madhu Dubhashi
Mr. Kunal Karan,
Chief Financial Officer
Mrs. Varika Rastogi,
Company Secretary
% increase in
remuneration* in
the financial year
2018-19
20.10%
NIL
Not Applicable
Not Applicable
Not Applicable
Not Applicable
7.80%
Not Applicable
*Remuneration comprises of Gross Salary and Incentive as per
Plan.
c) Percentage increase in the MRE during financial
year 2018-19: 20%
d) Number of permanent employees on the rolls of
the Company as on March 31, 2019: 79
e) Average percentage increase made in salaries of
employees other than Managerial Personnel in
the financial year was 12.83% vis-á-vis increase
of 14% in the salaries of Managerial Personnel.
f) Affirmation that the remuneration is as per the
remuneration policy of the Company:
We affirm that the remuneration is as per the
remuneration policy of the Company.
II.
Information as per Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014
The statement containing particulars of employees in
terms of remuneration drawn is provided in a separate
annexure forming part of this report. However, having
regard to Section 136 of the Act, the Annual Report
excluding the aforesaid annexure, is being sent to all
the members of the Company and others entitled
thereto. The said annexure is open for inspection at
the registered office of the Company. Any member
Majesco Annual Report 2018-19Shaping the future of insurance
interested in obtaining these particulars will be
provided with the same, upon receipt of a written
request delivered at the registered office of the
Company.
(iv)
the expenditure incurred on Research and
Development
` 77 lakhs
(` 137
lakhs for FY
2017-18)
31. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS
During the year under review, no significant and material
orders were passed by the regulators or courts or tribunals
impacting the going concern status and operations of the
Company.
32. PUBLIC DEPOSITS
Your Company has not accepted any deposits from public
in terms of Section 73 and/ or 74 of the Act.
33. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
(a) Conservation of energy: As a software company,
energy costs constitute a small portion of the total cost
and there is not much scope for energy conservation.
(c) Foreign exchange earnings and Outgo
Year ended
March 31, 2019
Year ended
March 31, 2018
Foreign Exchange used
` 75 lakhs
` 157 lakhs
Foreign Exchange earned
` 22 lakhs
` 31 lakhs
34. CORPORATE GOVERNANCE
The Company has complied with Corporate Governance
requirements as prescribed under the Act and the SEBI
Listing Regulations. A separate section on Corporate
Governance practices followed by the Company together
with the certificate from M/s. Abhishek Bhate & Co.,
Company Secretary in Practice, forms an integral part of
this report.
the steps taken or impact on conservation
of energy.
the steps taken by the company for utilizing
alternate sources of energy
Not
Applicable
35. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with all applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.
(i)
(ii)
(iii)
capital
the
conservation equipment’s
investment
on
energy
(b) Technology absorption:
(i)
(ii)
(iii)
the efforts made towards technology
absorption
benefits
the
product
derived
improvement, cost reduction, product
development or import substitution
like
in case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year)-
(a)
(b)
(c)
the details of technology imported
the year of import
whether the technology been fully
absorbed
if not fully absorbed, areas where
absorption has not taken place, and
the reasons thereof
(d)
36. ACKNOWLEDGMENT
Your Directors place on record their appreciation for
employees at all levels, whose hard work and solidarity
have contributed to the growth and performance of
your Company. Your Directors also thank the customers,
vendors, bankers and shareholders of the Company for
their continued support.
Your Directors also thank the Central and State
Governments and other statutory authorities for their
continued support.
For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN: 01102892
Date: May 15, 2019
Place: Navi Mumbai
Not
Applicable
41
Company overviewStatutory reportS FinanCial statements
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1
Majesco Annual Report 2018-19Shaping the future of insurance
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
ANNEXURE – II
To,
The Members,
MAJESCO LIMITED
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Majesco Limited (hereinafter called “the company”) for the financial year ended March 31, 2019 (“Audit Period”).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the company as specified in Annexure-I and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has during the audit period
complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-
mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the
Audit Period according to the provisions of:
(i) The Companies Act, 2013 and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
(iii) The Depositories Act, 1996 and the regulations and bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following regulations and guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding
the Companies Act, 2013 and dealing with client;
(e) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “SEBI Listing Regulations”); and
(vi) The Exim Laws, STP Scheme, SEZ and Customs Laws:
(a) The Foreign Trade Policy (Exim Policy) and Procedures thereunder;
(b) Foreign Trade (Development and Regulation) Act, 1992;
(c) Software Technology Parks Scheme;
(d) Special Economic Zones Act, 2005 and Special Economic Zones Rules, 2006 (State Acts, Rules and Policies made
thereunder);
(e) The Customs Act, 1962
(vii) Labour and other Laws:
(a) The Apprentices Act, 1961 and Apprenticeship Rules, 1992;
(b) The Child Labour (Prohibition and Regulation) Act, 1986 and The Child Labour (Prohibition and Regulation) Rules, 1988;
(c) The Contract Labour (Regulation and Abolition) Act, 1970 and The Contract Labour (Regulation and Abolition) Central
Rules, 1971;
43
Company overviewStatutory reportS FinanCial statements
(d) The Employees’ Provident Funds and [Miscellaneous Provisions] Act, 1952, The Employees’ Provident Fund Scheme,
1952, Employees’ Pension Scheme, 1995, and Employees’ Deposit-linked Insurance Scheme, 1976;
(e) The Employees’ State Insurance Act, 1948; The Employees State Insurance (General) Regulations, 1950 and The
Employees’ State Insurance (Central) Rules, 1950;
(f) The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959 and The Employment Exchanges
(Compulsory Notification of Vacancies) Rules, 1960;
(g) The Industrial Employment (Standing Orders) Act, 1946 and The Industrial Employment (Standing Orders) Central Rules,
1946;
(h) The Maternity Benefit Act, 1961 and The State Rules made there under;
(i) The Minimum Wages Act, 1948 and The Minimum Wages (Central) Rules, 1950;
(j) The Payment of Bonus Act, 1965 and The Payment of Bonus Rules, 1975;
(k) The Payment of Gratuity Act, 1972 and The Payment of Gratuity (Central) Rules, 1972;
(l) The Payment of Wages Act, 1936 and the Rules made there under;
(m)
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
(n) The Maharashtra Private Security Guards (Regulation of Employment and Welfare) Act, 1981 and the Rules made
thereunder;
(o) The State Shops and Establishments Act and the State Rules made there under;
(p) The Information Technology Act, 2000;
(q) E-waste (Management and Handling) Rules, 2011;
(r) Bombay Shops and Establishments Act, 1948;
(s) The Trade Marks Act, 1999; and
(t) The Patents Act, 1970
I have also examined compliance with the applicable clauses of Secretarial Standards (SS-1 and SS-2) issued by The Institute of
Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards,
etc. mentioned above and there is not found any observation.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least
seven days in advance and through shorter notice for some of the Board and Committee meetings, and a system exists for seeking
and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
Place: Thane
Date: May 6, 2019
For Abhishek Bhate & Co.
CS Abhishek Bhate
Company Secretary in Practice
ACS: 27747, CP: 10230
This Report is to be read with my letter of even date which is annexed as ‘Annexure II’ and forms an integral part of this report.
44
Majesco Annual Report 2018-19Shaping the future of insurance
Annexure-I to Secretarial Audit Report
LIST OF DOCUMENTS
1. Corporate Matters
1.1 Minutes books of the following Committees were provided:
1.1.1
Board Meeting
1.1.2
Audit Committee
1.1.3
Nomination and Remuneration Committee
1.1.4
Corporate Social Responsibility Committee
1.1.5
Investors’ Grievances and Stakeholders’ Relationship Committee
1.1.6
General Meeting
1.2 Agenda papers for Board Meeting along with Notice;
1.3 Annual Report for financial year 2017-18;
1.4 Disclosures under the Companies Act, 2013 and the SEBI Listing Regulations;
1.5 Policies framed under the Companies Act, 2013 and the SEBI Listing Regulations;
1.6 Forms and returns filed with the ROC and RBI;
1.7 Disclosures made with the SEBI;
1.8 Registers maintained under the Companies Act, 2013.
45
Company overviewStatutory reportS FinanCial statements
To,
The Members,
MAJESCO LIMITED
ANNEXURE II
My report of even date is to be read along with this letter
1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an
opinion on these secretarial records based on my audit.
2.
I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of
the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in
Secretarial records. I believe that the process and practices, I followed, provided reasonable basis for my opinion.
3.
I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations
and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. My examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
Place: Thane
Date: May 6, 2019
For Abhishek Bhate & Co.
CS Abhishek Bhate
Company Secretary in Practice
ACS: 27747, CP: 10230
46
Majesco Annual Report 2018-19Shaping the future of insurance Form AOC-2
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014]
ANNEXURE – III
Form for disclosure of particulars of contracts/ arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length
transactions under third proviso thereto
1. Details of contracts or arrangement or transactions not at arm’s length basis:
During financial year 2018-19, the Company has not entered into any contract or arrangement or transaction with its related
parties which is not at arm’s length basis.
2. Details of material contracts or arrangement or transactions at arm’s length basis:
The details of material contract or arrangement or transaction at arm’s length basis for the year ended March 31, 2019 are as
follows:
Name of the
Related Party
Nature of
Relationship
Nature of Contract/
Arrangement/
Transaction
Duration of Contract/
Arrangement/
Transaction
Majesco, USA
Subsidiary
Company
Guarantee
Commission
For duration of
one year and
automatically
renewed annually
Salient terms of
Contract/ Arrangement/
Transaction including
the value
Date of
approval of
the Board, if
any
As per related party
transactions
May 14,
2018
Amount paid as
advance, if any
NIL as at
March 31, 2019
(` 68 lakhs as at
March 31, 2018)
Note:
1.
The above reported transaction has been executed at arm’s length pricing basis and is in ordinary course of business.
2. Necessary approval of the Audit Committee and the Board (omnibus and specific) has been obtained prior to entering into transaction.
Place: Navi Mumbai
Date: May 15, 2019
For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN: 01102892
47
Company overviewStatutory reportS FinanCial statements
Form No. MGT-9
Extract of Annual Return
as on the financial year ended on March 31, 2019
Annexure – IV
[Pursuant to Section 92(1) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
1.
CIN
2.
Registration Date
3. Name of the Company
L72300MH2013PLC244874
June 27, 2013
Majesco Limited
4.
5.
Category/ Sub-Category of the Company
Public Company Limited by Shares
Address of the Registered Office and contact details
MNDC, MBP-P-136, Mahape,
Navi Mumbai – 400710
Phone: 022 61501800
6. Whether listed company
Yes
7. Name, Address and contact details of Registrar & Transfer Agent
(RTA)
Karvy Fintech Private Limited
Karvy Selenium Tower B, Plot 31-32, Gachibowli Financial District,
Nanakramguda, Hyderabad – 500 032
Telephone: +91 40 6716 2222
Fax: +91 40 2342 0814
E-mail: einward.ris@karvy.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover* of the Company shall be stated:
Sr.
No.
1.
2.
Name and Description of main Products/Services
Computer programming, Consultancy and Related Activities
Real Estate Activity
*Total turnover has been considered as per Section 2(91) of Companies Act, 2013.
NIC Code of the
Product/ Service
% to total turnover
of the Company
620
681
66.52%
33.48%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr.
No.
Name and Address of Subsidiary Company
CIN/ GLN
Holding/ Subsidiary/
Associate
% of Shares
held
Applicable Section
1. Majesco
Foreign Company
Subsidiary
70.28
2(87)
Address: 412, Mt. Kemble Avenue, Suite 110C,
Morristown, New Jersey 07960
2. Majesco Software and Solutions Inc.
Foreign Company
Step Down Subsidiary
100.00
2(87)
Address: 412, Mt. Kemble Avenue, Suite 110C,
Morristown, New Jersey 07960
3. Majesco Canada Ltd.
Foreign Company
Step Down Subsidiary
100.00
2(87)
Address: 1 Dundas Street West, Suite 2500,
Toronto, ON M5G 1Z3
4. Majesco Sdn Bhd
Foreign Company
Step Down Subsidiary
100.00
2(87)
Address: 2A-10-1, Block 2A, Level 10, Plaza
Sentral, Jalan Stesen Sentral 5, Kl Sentral
50470 Kuala Lumpur, Wilayah Persekutuan,
Malaysia
5. Majesco Asia Pacific Pte Ltd.
Foreign Company
Step Down Subsidiary
100.00
2(87)
Address: #11-06, Sim Lim Tower, 10, Jalan
Besar, Singapore, 208787
48
Majesco Annual Report 2018-19Shaping the future of insurance
Sr.
No.
Name and Address of Subsidiary Company
CIN/ GLN
Holding/ Subsidiary/
Associate
% of Shares
held
Applicable Section
6. Majesco Software and Solutions
India
U72900MH2014PTC288244 Step Down Subsidiary
100.00
2(87)
Private Limited
Address: MNDC, P-136, Millenium Business
Park, Mahape, Navi Mumbai – 400 710
7. Majesco (UK) Ltd.
Address: SoanePoint
6-8 Market Place
Reading, RG1 2EG, UK
8.
9.
Exaxe Holdings Limited*
Address: 70, Sir John Rogerson’s Quay, Grand
Canal Dock Dublin 2, Ireland
Exaxe Limited*
Address: 70, Sir John Rogerson’s Quay, Grand
Canal Dock Dublin 2, Ireland
Foreign Company
Step Down Subsidiary
100.00
2(87)
Foreign Company
Step Down Subsidiary
90.00
2(87)
Foreign Company
Step Down Subsidiary
100.00
2(87)
*Exaxe Holdings Limited is subsidiary of Majesco, USA and Exaxe Limited is wholly-owned subsidiary of Exaxe Holdings Limited and step-down subsidiary of
Majesco, USA. Exaxe Holdings Limited was acquired on November 27, 2018. Economic transfer took place w.e.f. October 1, 2018.
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
No. of Shares held at the beginning of
the year April 1, 2018
No. of Shares held at the end of
the year March 31, 2019
Demat
Physical
Total
% of
Total
Share
Demat
Physical
Total
%
Change
during
the
year
% of
Total
Share
Category of
Shareholders
A. Promoters
(1)
Indian
a.
Individual/ HUF
1,08,11,104
NIL 1,08,11,104
38.44
72,40,283
NIL
NIL
NIL
NIL
5,00,000
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
5,00,000
1.78
5,00,000
NIL
NIL
NIL
NIL
NIL
NIL
72,40,283
25.54 (12.90)
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
5,00,000
1.76
(0.02)
1,13,11,104
NIL 1,13,11,104
40.22
77,40,283
NIL
77,40,283
27.30 (12.92)
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
34,37,889
NIL
NIL
NIL
NIL
34,37,889
NIL
NIL
NIL
NIL
NIL
NIL
34,37,889
12.13
12.13
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
34,37,889
12.13
39.44
12.13
(0.78)
1,13,11,104
NIL 1,13,11,104
40.22 1,11,78,172
NIL 1,11,78,172
b. Central Govt.
c.
State Govt. (s)
d. Bodies Corp.
e.
f.
Banks/ FI
Any Other
(Ram Family
Trust I, Girija Ram
acting in capacity
of trustee)
Sub-Total (A)(1)
(2) Foreign
a. NRIs Individuals
b.
Other –
Individuals
c.
Bodies Corp.
d. Banks/ FI
e. Any Other
Sub-Total (A)(2)
Total
shareholding of
Promoter (A) =
(A)(1)+(A)(2)
B.
1.
Public Shareholding
Institutions
a. Mutual Funds / UTI
36,31,322
1,200
36,32,522
12.92
33,67,872
1,200
33,69,072
11.89
(1.03)
b. Banks/ FI
c.
d.
Central Govt.
State Govt. (s)
36,973
NIL
NIL
NIL
NIL
NIL
36,973
NIL
NIL
0.13
NIL
NIL
40,256
NIL
NIL
NIL
NIL
NIL
40,256
0.14
0.01
NIL
NIL
NIL
NIL
NIL
NIL
49
Company overviewStatutory reportS FinanCial statements
Category of
Shareholders
e.
f.
g.
h.
i.
Venture Capital
Funds
Insurance
Companies
FIIs
Foreign Venture
Capital Funds
Others
(Alternative
Investment Fund)
No. of Shares held at the beginning of
the year April 1, 2018
No. of Shares held at the end of
the year March 31, 2019
Demat
Physical
Total
% of
Total
Share
Demat
Physical
Total
%
Change
during
the
year
% of
Total
Share
NIL
NIL
NIL
NIL
5,18,435
NIL
5,18,435
1.84
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
(1.84)
22,05,000
1,600
22,06,600
7.85
22,51,013
1,600
22,52,613
NIL
NIL
NIL
NIL
NIL
NIL
NIL
7.95
NIL
0.10
NIL
28,846
NIL
28,846
0.10
1,08,367
NIL
1,08,367
0.38
0.28
Sub-Total (B)(1)
64,20,576
2,800
64,23,376
22.84
57,67,508
2,800
57,70,308
20.36
(2.48)
19,84,121
2,400
19,86,521
200
NIL
200
7.06
0.00
19,61,397
2,400
19,63,797
200
NIL
200
6.93
0.00
(0.13)
NIL
53,08,493
1,81,371
54,89,864
19.52
52,94,742
1,72,970
54,67,712
19.29
(0.23)
17,41,587
NIL
17,41,587
6.19
29,55,909
NIL
29,55,909
10.43
4.24
10,77,887
11,273
10,89,160
3.87
9,21,972
11,573
9,33,545
3.29
(0.58)
12,160
5,840
57,593
4,991
NIL
NIL
NIL
NIL
12,160
5,840
57,593
4,991
0.04
0.02
0.20
0.02
11,260
51,150
8,497
4,891
NIL
NIL
NIL
NIL
11,260
51,150
8,497
4,891
0.04
0.18
0.03
0.02
1,01,92,872
1,95,044 1,03,87,916
36.94 1,12,10,018
1,86,943 1,13,96,961
40.21
1,66,13,448
1,97,844 1,68,11,292
59.78 1,69,77,526
1,89,743 1,71,67,269
60.56
NIL
0.16
(0.17)
NIL
3.27
0.78
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
2,79,24,552
1,97,844 2,81,22,396
100.00 2,81,55,698
1,89,743 2,83,45,441 100.00
NIL
2. Non-Institutions
a.
Bodies Corp.
i.
Indian
ii. Overseas
b.
Individuals
i.
ii.
Individual
shareholders
holding nominal
share capital upto
` 1 lakh
Individual
shareholders
holding nominal
share capital in
excess of ` 1 lakh
c. Others
i.
Non Resident
Individuals
ii.
Foreign National
iii.
NBFC
iv. Clearing Member
v.
Trust
Sub-Total (B)(2)
Total Public
Shareholding
(B)=(B)(1)+(B)(2)
C.
Shares held by
Custodian for GDRs &
ADRs
Grand Total
(A+B+C)
50
Majesco Annual Report 2018-19Shaping the future of insurance
(ii) Shareholding of Promoters and Promoters group
Shareholding at the beginning of the year
April 1, 2018
Shareholding at the end of the year
March 31, 2019
Sr.
No.
Name of the Shareholder
1.
2.
3.
4.
5.
6.
7.
8.
9.
Mr. Ashank Desai
Mr. Sudhakar Ram
Mr. Ketan Mehta
Mr. Radhakrishnan
Sundar
Ms. Rupa Mehta
Ms. Usha Sundar
Ms. Girija Ram
Ms. Padma Desai
Ms. Samvitha Ram
10. Ms. Avanti Desai
11. Mr. Chinmay Ashank
Desai
12. Mr. Varun Sundar
13. Mr. Shankar Sundar
14. Mr. Tanay Mehta
15.
Ram Family
Trust I
No. of
Shares
30,99,552
20,81,763
26,19,100
13,60,161
4,80,800
4,60,000
1,63,600
1,55,200
1,03,328
81,600
71,600
64,000
64,000
6,400
5,00,000
% of
Total
Shares
of the
Company
% of Shares
Pledged /
Encumbered
to Total
Shares
No. of
Shares
% of
Total
Shares
of the
Company
% of Shares
Pledged/
Encumbered
to Total
Shares
11.02
NIL
30,99,552
10.93
7.40
9.31
4.84
1.71
1.64
0.58
0.55
0.37
0.29
0.25
0.23
0.23
0.02
1.78
23.06
18,31,763
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
27,19,361
13,76,968
4,80,800
4,60,000
1,63,600
1,55,200
1,03,328
81,600
71,600
64,000
64,000
6,400
5,00,000
6.46
9.59
4.86
1.70
1.62
0.58
0.55
0.36
0.29
0.25
0.23
0.23
0.02
1.76
NIL
24.57
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
% Change
in share
holding
during
the year
(0.09)
(0.94)
0.28
0.02
(0.01)
(0.02)
NIL
NIL
(0.01)
NIL
NIL
NIL
NIL
NIL
(0.02)
(iii) Change in Promoters (including Promoter Group) Shareholding
Sr.
No.
Name of
the
Promoter and
Promoter
group
Shareholding at the
beginning of the year as
on April 1, 2018
No. of
Shares
% of Total
Shares of
the
Company
1.
Radhakrishnan Sundar
13,60,161
4.84
Date
Reason
Increase/ Decrease in
Shareholding
No. of
Shares
% of Total
Shares of
the
Company
Cumulative
Shareholding
during the year
No. of
Shares
13,60,161
2.
Sudhakar Ram
20,81,763
7.40
20,81,763
12.12.2018
Purchase
of Shares
16,807
0.02
13,76,968
3.
Ketan Mehta
26,19,100
9.31
16.04.2018
28.12.2018
17.12.2018
28.12.2018
Sale of
Shares
Sale of
Shares
Purchase
of Shares
Purchase
of Shares
(1,50,000)
(1,00,000)
(0.94)
18,31,763
26,19,100
261
% of Total
Shares of
the
Company
4.84
4.86
7.40
6.46
9.31
1,00,000
0.28
27,19,361
9.59
51
Company overviewStatutory reportS FinanCial statements
(iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs
and ADRs):
For each of the Top Ten Shareholders
Amansa Holdings Private Limited
Aditya Birla Sun Life Trustee Private Limited A/C
Aditya Birla Sun Life Insurance Company Limited
IDFC Focused Equity Fund
DSP Small Cap Fund
Madhulika Agarwal
Ashish Kacholia
Sixteenth Street Asian Gems Fund
Akash Prem Prakash
Veritable, L.P. A/C Vemf - A, L.P.
UBS Principal Capital Asia Limited
Life Insurance Corporation of India
Tata Regular Savings Equity Fund
Arun Kumar Maheshwari
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Shareholding at the beginning of
the year April 1, 2018
Shareholding at the end of the
year March 31, 2019
No. of Shares
% of total shares
of the Company
No. of Shares
% of total shares
of the Company
13,03,252
9,82,976
9,12,156
11,91,729
9,00,126
0
2,75,000
0
2,00,000
1,49,702
2,79,247
5,18,435
3,33,300
2,40,000
4.63
3.50
3.24
4.24
3.20
0.00
0.98
0.00
0.71
0.64
0.99
1.84
1.19
0.85
13,55,743
11,62,371
10,95,487
9,75,838
9,00,126
6,68,485
6,66,123
2,07,726
2,00,000
1,52,385
8,986
0
0
0
4.78
4.10
3.86
3.44
3.18
2.36
2.35
0.73
0.71
0.54
0.03
0.00
0.00
0.00
The shares of the Company are traded on a daily basis and hence the date wise increase/decrease in shareholding is not indicated. Shareholding is consolidated
based on Permanent Account Number of the shareholder.
(v) Shareholding of Directors and Key Managerial Personnel (KMP):
Shareholding at the beginning of
the year April 1, 2018
Shareholding at the end of the year
March 31, 2019
No. of Shares
% of Total
Shares of the
Company
No. of Shares
% of Total
Shares of the
Company
20,000
1,13,951
N.A.
26,19,100
NIL
13,60,161
1,400
N.A.
2
0.07
0.41
N.A.
9.31
NIL
4.84
0.00
N.A.
0.00
20,000
1,21,201
NIL
27,19,361
1,000
13,76,968
1,400
5
N.A.
0.07
0.43
NIL
9.59
0.00
4.86
0.00
0.00
N.A.
41,14,614
14.63
42,39,935
14.95
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
Name of the Director and KMP
Mr. Venkatesh N. Chakravarty
Mr. Farid Kazani
Mr. Jyotin Mehta*
Mr. Ketan Mehta
Mrs. Madhu Dubhashi
Mr. Radhakrishnan Sundar
Mr. Kunal Karan
(Chief Financial Officer)
Mrs. Varika Rastogi **
(Company Secretary)
Mr. Nishant S. Shirke ***
(Company Secretary)
Total
* appointed w.e.f. November 5, 2018.
** appointed as KMP w.e.f. May 14, 2018.
*** resigned w.e.f. April 17, 2018.
52
Majesco Annual Report 2018-19Shaping the future of insurance
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/ accrued but not due for payment
Secured Loans
excluding
deposits
Unsecured
Loans
Deposits
Total
Indebtedness
Indebtedness at the beginning of the financial year April 1, 2018
i)
ii)
Principal Amount
Interest due but not paid
iii)
Interest accrued but not due
Total (i+ii+iii)
Change in Indebtedness during
the financial year
+ Addition
- Reduction
Net Change
Indebtedness at the end of the financial year March 31, 2019
i)
ii)
Principal Amount
Interest due but not paid
iii)
Interest accrued but not due
Total (i+ii+iii)
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/ or Manager:
Sr.
No.
Particulars of Remuneration
1.
Gross salary
(a)
(b)
(c)
Salary as per provisions contained in Section
17(1) of Income Tax Act, 1961
Value of perquisites under Section 17(2) of
Income Tax Act, 1961
Profits in lieu of salary under Section 17(3) of
Income Tax Act, 1961
2.
3.
4.
Stock Option
Sweat Equity
Commission
- as % of profit
- others
5.
Others:
Contribution to superannuation Fund
Contribution to Provident Fund
Contribution to National Pension Scheme
Performance Bonus/Incentive*
Total (A)
Ceiling as per the Act
Name of MD/ WTD/ Manager
Farid Kazani
(Managing Director
& Group CFO)
Radhakrishnan
Sundar
(Executive Director)
(all figures in `)
Total Amount
1,39,47,302
24,00,000
1,63,47,302
42,704
NIL
38,52,165
NIL
-
-
6,75,000
5,40,000
4,50,000
1,00,00,000
2,95,07,171
NIL
NIL
NIL
NIL
-
-
NIL
2,88,000
NIL
NIL
26,88,000
42,704
NIL
38,52,165
NIL
-
-
6,75,000
8,28,000
4,50,000
1,00,00,000
3,21,95,171
As per Section III of
Schedule V of the
Companies Act, 2013.
As per Section III of
Schedule V of the
Companies Act, 2013.
As per Section III of
Schedule V of the
Companies Act, 2013.
*Performance Bonus/ Incentive of ` 100 lakhs for financial year 2018-19 will be paid in financial year 2019-20.
53
Company overviewStatutory reportS FinanCial statements
B. Remuneration to other Directors
I.
Independent Directors
Particulars of Remuneration
Fee for attending Board meetings
Fee for attending Audit Committee meetings
Commission
Others
Total
*appointed w.e.f. November 5, 2018
II. Other Non-Executive Directors:
Particulars of Remuneration
Name of the Director : Mr. Ketan Mehta
Fee for attending Board meetings
Fee for attending Audit Committee meetings
Commission
Others
Name of the Directors
Mr. Venkatesh N.
Chakravarty
Mrs. Madhu Dubhashi
Mr. Jyotin Mehta*
(all figures in `)
Total Amount
3,60,000
1,50,000
NIL
NIL
4,20,000
1,50,000
NIL
NIL
3,00,000
60,000
NIL
NIL
10,80,000
3,60,000
NIL
NIL
5,10,000
5,70,000
3,60,000
14,40,000
Total
(Amount in `)
NIL
NIL
NIL
NIL
III. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD
(all figures in `)
Sr.
No.
Particulars of
Remuneration
1.
Gross salary
(a)
(b)
(c)
Salary as per provisions contained
Section 17(1) of Income Tax Act, 1961
in
Value of perquisites u/s 17(2) of Income Tax
Act, 1961
Profits in lieu of salary under Section 17(3) of
Income Tax Act, 1961
2.
3.
4.
Stock Option
Sweat Equity
Commission
- as % of profit
- others
5.
Others:
Contribution to Superannuation Fund
Contribution to Provident Fund
Contribution to National Pension Scheme
Performance Bonus/ Incentive
Total
# appointed as KMP w.e.f. May 14, 2018
* resigned w.e.f. April 17, 2018
Key Managerial Personnel
Mr. Kunal Karan
(Chief Financial Officer)
Mrs. Varika Rastogi#
(Company Secretary)
Mr. Nishant S.
Shirke*
(Company Secretary)
Total Amount
36,81,997
20,62,268
1,88,727
59,32,992
32,400
NIL
NIL
NIL
-
-
1,78,068
1,70,946
1,42,452
8,07,558
NIL
NIL
NIL
NIL
-
-
NIL
76,358
NIL
NIL
NIL
NIL
NIL
NIL
-
-
NIL
1,931
NIL
NIL
32,400
NIL
NIL
NIL
-
-
1,78,068
2,49,235
1,42,452
8,07,558
50,13,421
21,38,626
1,90,658
73,42,705
54
Majesco Annual Report 2018-19Shaping the future of insurance
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTOR
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
Place: Navi Mumbai
Date: May 15, 2019
Section of
the Companies Act
Brief
Description
Details of Penalty/
Punishment/
Compounding fees
imposed
Authority
[RD / NCLT
/ COURT]
Appeal made,
if any
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN: 01102892
55
Company overviewStatutory reportS FinanCial statements Annual Report on Corporate Social Responsibility (CSR) Activities/ Initiatives
for the Financial Year 2018-19
[Pursuant to Section 135 of the Companies Act, 2013 & Rules made thereunder]
ANNEXURE – V
1.
A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed to be
undertaken and a reference to the web-link to the CSR policy and projects or programs.
The CSR policy has been laid out for the Company to comply with the provisions of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. We, at Majesco, are committed to spending
up to 2% of the average net profits for the preceding three financial years on CSR projects/ programs related to activities
specified in Schedule VII to the Companies Act, 2013 or such activities as may be notified from time to time. CSR committee
was constituted by the Board of Directors of the Company, at its meeting held on June 1, 2015, to meet the requirements
of the Companies Act, 2013. The Committee has adopted CSR policy and same is uploaded on the Company’s website at
https://ir.majesco.com/policies/.
2. Composition of CSR Committee:
Name of the Director
Designation
Mr. Venkatesh N. Chakravarty
Non-Executive Independent Chairman
Mr. Farid Kazani
Managing Director & Group CFO
Mr. Radhakrishnan Sundar
Executive Director
Composition
Chairman
Member
Member
3. Average net profit of the Company for last three financial years: ` 549.00 lakhs
4. Prescribed CSR expenditure (2% of the amount as in item 3 above): ` 10.98 lakhs
5. Details of CSR spent during the financial year 2018-19:
a. Total amount spent: ` 11.00 lakhs
b. Amount unspent, if any: NIL
c. Manner in which the amount spent during the financial year is detailed below:
Sr.
No.
1.
CSR Projects/ Activities identified
Happy Kids Program
encompassing following
activities:
1. Academic Growth
2. Extra-curricular Activities
3. Social Empowerment
4. Career Mapping and Guidance
2.
Mastek Foundation
Sector in which
the Project is
covered
Education
Locations
District (State)
Mumbai,
Maharashtra
Amount Outlay
(Budget)
Projects or
Programs wise
Amount spent
on the Projects
or Programs
` in lakhs
Cumulative
Expenditure
up to reporting
period
Amount
spent: Direct
or through
implementing
agency*
10.00
10.00
10.00
10.00
Project
Monitoring
and Evaluation
Mumbai,
Maharashtra
1.00
1.00
1.00
1.00
Total Funds
11.00
11.00
11.00
11.00
*Amounts are given through Mastek Foundation, who got the project implemented through RA foundation, Juhu, Mumbai.
6.
In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part
thereof, the Company shall provide the reasons for not spending the amount in its Board report: Not Applicable
7. The CSR Committee hereby confirm that the implementation and monitoring of CSR Policy is in compliance with CSR
objectives and Policy of the company.
Place: Navi Mumbai
Date: May 15, 2019
56
For and on behalf of the Board
Majesco Limited
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN: 01102892
Majesco Annual Report 2018-19Shaping the future of insurance
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Our mission is to inspire our employees to contribute back
to the community by, sensitizing them to the needs of the
community and engaging them with the community through
volunteering. Apart from this, we support credible non-
profit organizations to scale and build their capabilities
through our core skill of Information Technology.
b)
In light of ghastly Pulwama attack in February 2019,
our employees donated towards “Bharat Ke Veer
Corpus Fund”, a fundraising initiative by the Ministry
of Home Affairs, to support grieving families of Central
Reserve Police Force (CRPF) personnel.
Mastek Foundation, our CSR wing, inscribed this mission
on three pillars: Give, Engage and Build.
GIVE
Giving back to the society has been an integral part of
Mastek Foundation’s mission since 2002. During financial
year 2018-19, non-profit organizations received support
towards their social development projects, through our
CSR grants.
Looking beyond CSR spends
Our employees also supported non-profit organizations
through payroll giving and by purchasing merchandise
and organic products, in support of projects on health,
education, child development and disaster relief. Brief
summary of various initiatives is provided below:
a) When natural disasters strike, we are swift to
collaborate with non-profit organizations, to support
the cause. During 2018 Kerala Floods, Mastek
Foundation associated with GOONJ and encouraged
our employees to donate towards disaster relief
operations for flood victims, for which employee’s
participation was enthusiastic.
c) NGO marketplace is a platform for credible local non-
profit organizations and social enterprises to present
their handmade merchandise and organic products
to employees for purchase and support towards
diverse social causes. Our employees participated in
this initiative, to empower women entrepreneurs and
specially abled children.
ENGAGE
Employee involvement beyond funds
Rallying around a cause, such as blood donation, increases
employee engagement and gives them the opportunity
to make a positive difference in the community. 158
Majesco employees participated in the blood donation
camp organized during DaanUtsav – Joy of Giving Week.
The blood donation camp was organized in collaboration
with Federation of Bombay Blood Banks for Thalassemia
patients in October 2018.
Mastek Foundation conducted tree plantation drive in
collaboration with HARIYALI, a non-profit organization
working towards environmental sustainability
in July
2018. 75 saplings of neem, mango and ficus religiosa were
planted in Tetavali village in Rabale with an aim to increase
green cover in the area.
Stacking of relief kits during disaster relief operations
Team Majesco volunteering for tree plantation drive
57
Company overviewStatutory reportS FinanCial statements Mastek Foundation organized its seventh annual Mastek
Foundation Run in October 2018 in which 1,541 runners
belonging to diverse groups participated. Vision for this year’s
run was women empowerment, with a message of ‘for every
mile we run, we pledge to empower her’. The run was ranked the
10th among top marathons by Mumbai Road Runner.
BUILD
Project Deep Blue: 250 students (67 teams) from 24
engineering colleges across Mumbai and other cities
made it through to the finale of 4th season of Project Deep
Blue, where they developed solutions with emphasis on
deploying technology, for urban sanitation and public
health issues such as open defecation free India, waste
segregation and plastic ban.
Project Deep Blue Season 4 Winners
NMIMS Mukesh Patel School of Technology
Problem Statement – Citizen Service Problem
58
Majesco Annual Report 2018-19Shaping the future of insurance Corporate Governance Report
Company’s Philosophy on Corporate Governance
Majesco Limited (hereinafter referred to as “Majesco” or “the
Company”) strongly believes that establishing good corporate
governance practices in each and every function of the
organization leads to achieve sustainable growth and enhances
long term value for all the stakeholders. The Company always
endeavors to carry its business operations in a fair, transparent
and ethical manner and also holds itself accountable and
responsible to the society it belongs. The Company considers it
imperative to abide by the laws and regulations of the land in
letter and spirit and is committed to the highest standards of
corporate ethics.
Majesco’s Governance structure broadly comprises of the
Board of Directors and the Committees of the Board at the
apex level and the Management structure at the operational
level. This layered structure brings about a harmonious blend in
governance as the Board sets the overall corporate objectives
and provides direction to the Management to achieve these
corporate objectives within a given framework, thereby
bringing about an enabling environment for value creation
through sustainable and profitable growth.
A. Board of Directors (“The Board”)
(a) Size and Composition of the Board
The Board comprises of majority of Non-Executive
Directors. Your Company has a diversified Board with
professionals from varied background in the field of
Information Technology, Insurance, Finance, Marketing
and Strategic Management.
As on March 31, 2019, the Board consisted of six Directors
comprising two Executive Directors, one Non-Executive
& Non-Independent Director and three Independent
Directors, including one Woman Independent Director.
Composition of the Board is in compliance with Regulation
17(1) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred
to as “SEBI Listing Regulations”) and the Companies Act,
2013.
Name of the
Director & DIN
Designation
Date of
Appoint-
ment
Directorship
in other
Indian
Companies
Mr. Farid Kazani
Managing
15.09.2014
(DIN:06914620)
Director &
Group CFO
Mr. Ketan Mehta
Non- Executive
29.04.2015
(DIN:00129188)
Director
(Promoter)
Mrs. Madhu
Independent
29.04.2015
Dubhashi
Director
(DIN:00036846)
Mr. Radhakrishnan
Executive
01.06.2015
Sundar
Director
(DIN:00533952)
Mr. Jyotin Mehta
Independent
05.11.2018
(DIN:00033518)
Director
2
1
7
2
8
Position held in
Committees of the
Board of other Indian
Public Companies
As Chair
person
As
Member
Share-
holding as
on March
31, 2019
NIL
NIL
1,21,201
NIL
NIL
27,19,361
2
1
1,000
NIL
NIL
13,76,968
3
3
NIL
List of Directorship in other Listed Entities
Name of the Director
& DIN
Name of other Listed Entity
None
None
None
Category of
Directorship
Not
Applicable
Not
Applicable
Not
Applicable
Pudumjee Paper Products Limited
(CIN: L21098PN2015PLC153717)
Independent
Director
Tube Investments of India Limited
(CIN: L35100TN2008PLC06949)
Independent
Director
None
Not
Applicable
Mr. Venkatesh N.
Chakravarty
(DIN:01102892)
Mr. Farid Kazani
(DIN:06914620)
Mr. Ketan Mehta
(DIN:00129188)
Mrs. Madhu
Dubhashi
(DIN:00036846)
Mr. Radhakrishnan
Sundar
(DIN:00533952)
The details of each member of the Board along with
number of directorship(s)/ committee membership(s) held
by Directors in companies other than the Company along
with all other requisite information are given herein below.
Mr. Jyotin Mehta
(DIN: 00033518)
Linde India Limited
(CIN: L40200WB1935PLC008184)
Independent
Director
Monnet Ispat and Energy Limited
(CIN: L02710CT1990PLC009826)
Independent
Director
Name of the
Director & DIN
Designation
Date of
Appoint-
ment
Directorship
in other
Indian
Companies
Position held in
Committees of the
Board of other Indian
Public Companies
As Chair
person
As
Member
Share-
holding as
on March
31, 2019
Mr. Venkatesh N.
Non-Executive
15.09.2014
1
NIL
NIL
20,000
Chakravarty
Chairman and
(DIN:01102892)
Independent
Director
Notes:
1) There are no inter-se relationships between our Board
members.
2) Directorship in other companies includes listed, unlisted &
private limited companies and excludes foreign companies,
other bodies corporate and professional bodies. Number
of directorships of the Directors are within the permissible
limits.
59
Company overviewStatutory reportS FinanCial statements
3) Necessary disclosures regarding change in Committee
positions, if any, have been made by all the Directors, during
the year under review. None of the Director is a member of
more than ten Committees or Chairperson of more than
five Committees across all Indian public limited companies.
For this purpose, only Audit Committee and Stakeholders’
Relationship Committee has been considered as required
by Regulation 26 of SEBI Listing Regulations.
(b) Skills, Expertise and Competencies of the
Directors
Considering size and nature of business of the Company,
the Directors should possess one or more of skills, expertise
and competencies as mentioned below:
Technology
Global Business
Mergers and Acquisitions
Financial Acumen
Risk Management
Board Governance
identify
experience
Significant
and
knowledge in technology industry
to
opportunities &
threats for the Company’s core
business and ability to review the
competitive business strategies.
Ability to guide in driving business
in varied geographies,
success
with an understanding of diverse
business
broad
perspective on global market
opportunities.
environments,
to
evaluate potential
Ability
target in line with the Company’s
strategy, appropriate valuation
of transaction and operational
the
integration structure with
Company’s culture.
Ability to evaluate and analyze the
Company’s financial performance,
experience in financial management
and financial reporting processes.
to
identify key
risks
Ability
impacting
Company’s
the
business and contribute towards
development of control mechanism
for risk mitigation.
to
Ability
the
to contribute
Board’s role towards setting &
upholding the highest standards
of governance & ethics, integrity
and protection of shareholders’
interests.
(c)
Familiarization Programme for Independent
Directors
As required under the SEBI Listing Regulations, a
familiarization programme for the Independent Directors
was conducted by the Company. The details of the said
familiarization programme have been uploaded on the
Company’s website of which a link is provided herein
https://ir.majesco.com/wp-content/uploads/2016/04/
Familiarisation-Programme-for-Independent-Directors.pdf
At the time of appointment, a formal letter of appointment
is issued to every Director, including an Independent
60
Director. The appointment letter, inter alia, explains his/
her role, functions, duties and responsibilities as a Director
of the Company under various provisions of the Companies
Act, 2013 and the SEBI Listing Regulations. Format of the
letter of appointment is available on our website, at https://
ir.majesco.com/wp-content/uploads/2015/06/Letter-of-
Appointment.pdf
(d) Meeting of Independent Directors
Independent Directors of the Company met once in
year, without the attendance of the Executive and Non-
Executive Directors and members of the Management of
the Company. In the said meeting, Independent Directors
reviewed the matters as stated in the SEBI Listing
Regulations and as per the Companies Act, 2013. Action
items, if any, are communicated and tracked to closure to
the satisfaction of Independent Directors.
(e) Declaration from Independent Directors
Based on declaration of independence received from
Independent Directors and also in the opinion of the Board,
Independent Directors fulfill the conditions specified in the
Companies Act, 2013, the SEBI Listing Regulations and are
independent of the management.
(f)
Attendance of the Directors at the Board Meeting
and Annual General Meeting ("AGM")
During the year ended March 31, 2019, seven Board
meetings were held on May 14, 2018, August 2, 2018,
November 5, 2018, November 28, 2018, January 16, 2019,
February 7, 2019 and March 16, 2019 and last AGM was
held on August 3, 2018.
Name of the Director
Mr. Venkatesh N.
Chakravarty
Mr. Farid Kazani
Mr. Jyotin Mehta*
Mr. Ketan Mehta
Mrs. Madhu Dubhashi
Mr. Radhakrishnan Sundar
Number of Board Meetings
AGM
Held
Attended
7
7
5
7
7
7
6
7
5
5
7
7
Yes
Yes
Not
Applicable
Yes
Yes
Yes
*appointed as an Independent Director w.e.f. November 5, 2018.
(g) Board Procedures
The calendar of Board Meetings is decided in consultation
with Board members and the schedule of such meeting is
communicated to all the Directors well in advance. The
Board meets at least once in each quarter, with not more
than four months gap between two meetings. Additional
meetings are held based on necessity. The Board meets
inter alia to review the performance and the financial
results of the Company. All the items on the Agenda are
accompanied by detailed notes giving information on the
related agenda item and in case of certain matters such
as financial/ business plans, financial results etc. detailed
presentations are made by the concerned Management
representatives at the meetings. The Board members are
Majesco Annual Report 2018-19Shaping the future of insurance
also free to recommend the inclusion of any matter for
discussion, with the permission of the Chairman.
• Compliance with listing and other legal requirements
relating to financial statements;
Information as mentioned in Regulation 17(7) read with
Part A of Schedule II to the SEBI Listing Regulations is
regularly placed before the Board for its consideration.
• Disclosure of any related party transactions;
• Modified opinion(s), if any, in the draft audit report.
To enable the Board to discharge its responsibilities
properly, the Directors are effectively briefed at every
Board meeting. Senior Management members are also
invited to attend the meetings to provide additional inputs
on the items being discussed by the Board. All major
matters involving policy formulation, strategy and business
plans etc. are deliberated by the Board members.
The minutes of the Board Meetings are circulated to all
Directors. The minutes of meetings of the Audit Committee
and other Committees of the Board are noted on regular
basis by the Board at its meetings.
(e) Reviewing, with the management, the quarterly financial
statements before submission to the board for approval;
(f) Review, with the management, of the statement of uses/
application of funds raised through an issue (public issue,
rights issue, preferential issue, etc., as the case may be), the
statement of funds utilized for purposes other than those
stated in the offer document/ prospectus/ notice and the
report submitted by the monitoring agency monitoring
the utilisation of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take
up steps in this matter;
B. Committees of the Board
The Board has constituted following Committees and each
committee has their terms of reference.
(g) Review and monitoring of the auditor’s independence &
performance and effectiveness of audit process;
(i) Audit Committee
(h) Approval or any subsequent modification of related party
(ii) Nomination and Remuneration Committee
(iii) Investors’ Grievances and Stakeholders’ Relationship
Committee
transactions of the Company;
(i) Scrutiny of inter-corporate loans and investments;
(iv) Corporate Social Responsibility Committee
(j) Valuation of undertakings or assets of the Company,
(i) Audit Committee
Terms of reference of Audit Committee is as follows:
(a) Oversight of the Company’s financial reporting process and
disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible;
(b) Recommendation for appointment, remuneration and
terms of appointment of auditors;
(c) Approval of payment to statutory auditors for any other
services rendered by the Statutory Auditors;
(d) Review, with the management, of the annual financial
statements and Auditor’s report thereon before submission
to the Board for approval, with particular reference to
following:
• Matters required to be included in the Director’s
Responsibility Statement to be included in the Board’s
Report in terms of Section 134(3)(c) of the Companies
Act, 2013;
• Any changes in accounting policies & practices and
reasons for the same;
whenever necessary;
(k) Evaluation of
internal financial controls and risk
management system/ policy;
(l) Review, with the management, of performance of Statutory
and Internal Auditors, adequacy of the internal control
systems;
(m) Review of the adequacy of internal audit function, reporting
structure coverage and frequency of internal audit;
(n) Discussion with internal auditors of any significant findings
and follow-up there on;
(o) Review of the findings of any internal investigations by the
internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems
of a material nature and reporting the matter to the Board;
(p) Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
• Major accounting entries involving estimates based on
the exercise of judgment by the management;
•
Significant adjustments made
statements arising out of audit findings;
in
the financial
(q) Looking into the reasons for substantial default(s), if
any, in payment to the depositors, debenture holders,
shareholders
(in case of non-payment of declared
dividends) and creditors, as applicable;
61
Company overviewStatutory reportS FinanCial statements
(r) Review of functioning of the whistle blower mechanism;
(s) Approval of appointment of Chief Financial Officer of the
Company, after assessing qualifications, experience and
background, etc. of the candidate;
(b) To formulate criteria for evaluation of performance of
Independent Directors and the Board of Directors;
(c) To devise a policy on diversity of the Board of
Directors;
(t) Review of utilization of loans and/ or advances from/
investment by the holding company in the subsidiary
exceeding ` 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans/
advances/ investments; and
(d) To identify persons who are qualified to become
Director or who may be appointed
in senior
management of the Company in accordance with the
criteria laid down and recommend to the Board their
appointment and removal;
(u) to carry out any other function as may be assigned by the
Board of Directors of the Company.
The minutes of meetings of the Audit Committee are
circulated to the Board of Directors. The Chairman
of the Audit Committee apprises the Board on the
recommendations made by the committee. At the beginning
of the financial year, the Committee reviews the areas
covered by the internal audit and approves annual internal
audit programme for the current year. The Committee
internal auditor, statutory
reviews performance of
auditors and advises the Board on re-appointment of
internal and statutory auditors. The Board accepted all the
recommendations made by the Audit Committee.
During the year ended March 31, 2019, the Committee
met five times on May 14, 2018, August 2, 2018, November
5, 2018, February 7, 2019 and March 16, 2019.
(e) To ascertain whether to extend or continue the term
of appointment of the Independent Director, on basis
of performance evaluation report of Independent
Directors;
(f) To decide, formulate and amend detailed terms and
conditions of the Employees Stock Option Plan,
governed by the SEBI (Share Based Employee Benefits)
Regulations, 2014, as amended from time to time;
(g) To finalize stock options to be granted to employees
of the Company under the scheme and finalization of
incentive plan for employees of the Company;
(h) To recommend to the Board compensation structure
of Managing/ Executive Director;
(i) To recommend to the Board performance incentive to
be paid to Managing/ Executive Director;
Details of composition of the Audit Committee and
attendance details are provided below:
(j) To ensure following:
Name of Member
Category
Mr. Jyotin Mehta*
(Chairman)
Independent
Director
Mr. Venkatesh N.
Chakravarty
Mrs. Madhu
Dubhashi
Independent
Director
Independent
Director
Mr. Radhakrishnan
Sundar
Executive
Director
No. of meetings
Held
Attended
2
5
5
5
2
5
5
5
*appointed as an Independent Director and Chairman of Audit
Committee w.e.f. November 5, 2018.
(ii) Nomination and Remuneration Committee
Terms of reference of Nomination and Remuneration
Committee is as follows:
(a) To formulate criteria for determining qualifications,
positive attributes and independence of a director
and recommend to the Board a policy relating to
the remuneration of the directors, key managerial
personnel and other employees;
•
•
•
the level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate directors of the quality required to run
the company successfully;
relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and
to directors, key managerial
remuneration
involves
personnel and senior management
incentive pay
a balance between fixed and
reflecting short and
long-term performance
objectives appropriate to the working of the
Company and its goals.
(k) To recommend to the Board, all remuneration, in
whatever form, payable to senior management.
Senior Management shall comprise all members of
management one level below the Board including
Chief Financial Officer and Company Secretary.”
The Nomination and Remuneration Committee met three times
on May 14, 2018, August 2, 2018 and November 5, 2018.
62
Majesco Annual Report 2018-19Shaping the future of insurance
Details of composition of the Nomination and Remuneration
Committee and attendance details are provided below:
During the year ended March 31, 2019, the Committee met
five times on May 14, 2018, July 21, 2018, August 23, 2018,
November 5, 2018 and February 7, 2019.
Name of Member
Category
No. of meetings
Held
Attended
Mrs. Madhu Dubhashi
(Chairperson)
Mr. Venkatesh N.
Chakravarty
Mr. Ketan Mehta
Independent
Director
Independent
Director
Non-
Executive
Director
3
3
3
3
3
2
The Board has conducted performance evaluation of individual
Directors and the Board as a whole, details of which are
provided in the Board of Directors’ Report.
Criteria of Performance Evaluation of Independent
Directors
i.
Independent Directors are expected to bring in objectivity
and independent view during the Board’s deliberations
relating to the Company’s strategy, performance and risk
management and ensure highest standards of financial
probity and corporate governance.
ii.
Independent Directors are also expected to commit and
allocate sufficient time to meet the expectations of their
role, to the satisfaction of the Board.
iii. Conflict of Interest: The Independent Directors shall
not involve themselves in situations which directly or
indirectly may conflict with the interests of the Company. It
is accepted and acknowledged that they may have business
interests, other than those of the Company. As a pre-
condition to their appointment as Independent Directors,
they are required to declare their directorships and
interest to the Board, in writing in the prescribed format, at
the time of their appointment.
iv. The key elements in which every Independent Director is
expected to contribute are: Strategy, Performance, Risk,
People, Reporting and Compliance.
(iii) Investors’ Grievances and Stakeholders’
Relationship Committee
Terms of reference of
Stakeholders’ Relationship Committee is as follows:
Investors’ Grievances and
a) Review of measures taken for effective exercise of
voting rights by shareholders;
b) Review of adherence to the service standards in
respect of various services being rendered by the
Registrar & Share Transfer Agent; and
c) Review of various measures and initiatives taken by
the Company for improving shareholders’ services
such as to reduce quantum of unclaimed dividends,
to ensure timely receipt of dividend warrants/ annual
report/ statutory notices by the shareholders of the
Company.
Details of composition of the Committee and attendance details
are provided below:
Name of Member
Category
Mr. Venkatesh N.
Chakravarty (Chairman)
Independent
Director
Mr. Farid Kazani
Mr. Radhakrishnan
Sundar
Managing
Director
Executive
Director
No. of meetings
Held
Attended
5
5
5
5
5
5
Mrs. Varika Rastogi, Company Secretary and Compliance
Officer acts as the Secretary to the Committee.
Your Company has a designated e-mail ID, investors.grievances@
majesco.com for the redressal of any stakeholder’s related
grievances exclusively for the purpose of registering complaint
by members/ stakeholders. Your Company has also displayed
the said e-mail ID under investors section at its website https://
ir.majesco.com/others/ and other relevant details prominently
for creating shareholders’ awareness.
Details of request received and resolved during
financial year 2018-19
Nature of Request
Opening
Balance as on
April 1, 2018
Received
Resolved
Outstanding
as on March
31, 2019
Non-receipt of
Dividend
Non-receipt of
Annual Report
Non-receipt
of Share
Certificates
NIL
NIL
NIL
04
10
11
04
10
11
NIL
NIL
NIL
(iv) Corporate Social Responsibility Committee (CSR
Committee)
The Board has constituted CSR Committee as per the
requirement of the Companies Act, 2013 along with
applicable rules. Terms of reference of CSR Committee is
as follows:
a) Formulation and recommendation to the Board,
Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the
Company as specified in Schedule VII of the Companies
Act, 2013;
b) Recommendation of the amount of expenditure to be
incurred on the activities; and
c) Monitoring of Corporate Social Responsibility Policy
of the Company from time to time.
63
Company overviewStatutory reportS FinanCial statements
During the year ended March 31, 2019 the Committee
met twice on May 14, 2018 and February 7, 2019.
No Stock Options was granted to Executive Directors
for the financial year 2018-19.
ii. Criteria for making payment to Non-Executive
2016-17
Directors
Details of composition of the Committee are provided
below:
Name of the Member
Category
No. of Meeting
Held
Attended
Mr. Venkatesh N.
Chakravarty (Chairman)
Independent
Director
Mr. Farid Kazani
Mr. Radhakrishnan
Sundar
Managing
Director
Executive
Director
2
2
2
2
2
2
C.
remuneration paid to Directors during financial
year ended March 31, 2019
i. During the year, there was no pecuniary relationship
or transaction between the Company and any of its
Non-Executive Director/
Independent Directors
apart from sitting fees for attending meetings of the
Board and Audit Committee.
Details of sitting fees paid to Non-Executive Directors
are provided in Form MGT-9, Extract of Annual
Return, Annexure-IV to the Board of Directors’
Report.
Members of the Company, at 3rd AGM held on August
11, 2016, has approved the payment of remuneration
by way of commission to Independent Directors,
sum not exceeding 1% per annum of net profit of the
Company for all Independent Directors in aggregate
for one financial year. However, no commission
has been paid to Independent Directors during the
financial year 2018-19.
Mr. Venkatesh N. Chakravarty, Independent Director
and Chairman, was granted 6,725 stock options on
July 25, 2011 at grant price of ` 80.01/- per option.
The said options were granted pursuant to the Scheme
of Arrangement (“Scheme”) between Mastek Limited,
Majesco Limited and Majesco Software and Solutions
India Private Limited, approved by the Hon’ble High
Court of Gujarat and the Hon’ble Bombay High Court
vide their respective orders dated April 30, 2015 and
as per clause 16.2 of the Scheme, Majesco Limited
has issued one stock option to eligible employee/
Directors for every stock option held by them in
Mastek Limited as on record date i.e. June 15, 2015.
iii. Remuneration paid to Executive Directors
Details of remuneration paid to Executive Directors
are provided in Form MGT-9, Extract of Annual
Return, Annexure-IV to the Board of Directors’
Report.
64
Service Contract, Notice Period and
Severance Pay
The Company has contract with Mr. Farid Kazani,
Managing Director for a period of three years with
effect from July 4, 2017 to July 3, 2020, and his notice
period for resignation is three months.
Mr. Radhakrishnan Sundar has been re-appointed
as Executive Director of the Company for the period
of three years with effect from June 1, 2018 to May
31, 2021 and his notice period for resignation is three
months.
D. Governance to Shareholders
AGM held during last three years
Financial
Year
Details of date, day, time and
venue where AGM was held
Summary
Resolution(s) passed
of
Special
2017-18
2015-16
Date: August 3, 2018
Day: Friday, Time: 11:00 A. M.
(IST)
Venue: Country Inn and Suites
By Radisson, Plot No. X-4/5-B,
TTC
Industrial Area, MIDC,
Mahape, Shilphata Road, Navi
Mumbai – 400 701
Date: August 4, 2017
Day: Friday, Time: 11:00 A. M.
(IST)
Venue: Fortune Select Exotica,
Plot No. 16, Sector 19D, Palm
Beach Road, Vashi, Navi Mumbai
– 400 705
Date: August 11, 2016
Day: Thursday, Time: 11:00 A. M.
(IST)
Venue: Fortune Select Exotica,
Plot No. 16, Sector 19D, Palm
Beach Road, Vashi, Navi Mumbai
– 400 705
i.
i.
i.
ii.
Re-appointment
of
Mr. Radhakrishnan Sundar
(DIN: 00533952) as an
Executive Director of the
Company.
of
Re-appointment
Kazani
Mr.
(DIN:
as
Managing Director of the
Company.
Farid
06914620)
Payment of Commission to
Non - Executive Directors.
Amendment of ESOP Plan
I of the Company.
Extraordinary General Meetings (EGMs) held during
last three years
Financial
Year
Details of date, day, time and
venue where EGM was held
Summary
Resolution(s) passed
of
Special
2018-19
Not Applicable
2017-18
Date: January 11, 2018
Day: Thursday, Time: 11:00 A. M.
(IST)
Venue: Four Points by Sheraton,
Plot No. 39/1, 6 to 15 Sector
30 A, Vashi, Navi Mumbai –
400 701
i.
ii.
iii.
2016-17
Not Applicable
Increase in the Authorized
and
Share
Capital
consequently
alteration
the Capital Clause
to
of
of Memorandum
the
Association
Company.
Alteration
of Association of
Company.
Further Issue of Securities.
of Articles
the
of
Majesco Annual Report 2018-19Shaping the future of insurance
Details of Postal Ballot
No resolution was passed through postal ballot during financial
year 2018-19. However, notice of postal ballot was issued
during financial year 2018-19, details of which are mentioned
below:
Date of Postal Ballot Notice: March 16, 2019
Voting period: April 1, 2019 at 9:00 A.M. (IST) to April 30, 2019
at 5:00 P.M. (IST)
Date of declaration of result: April 30, 2019
Date of approval: April 30, 2019
Name of the
Resolution
Type of
Resolution
No. of votes
polled
Votes cast in favor
No. of votes
%
Votes cast
against
No. of
votes
%
Special
1,52,48,936 1,50,67,862 98.81 1,81,074 1.19
Sale and transfer
of India Insurance
Products & Services
Business on slump
sale basis
Communication with the Member/ Shareholders
The Board of Directors of the Company approves the
quarterly, half yearly and annual financial results in the format
prescribed under Regulation 33 of the SEBI Listing Regulations.
The approved financial results are submitted to the Stock
Exchanges within the prescribed time. The financial results and
other statutory notices are published in newspapers Financial
Express (English) and Mumbai Lakshadeep (Marathi).
information
The Company’s website has a separate section where
the shareholders’
is available. The financial
results are also displayed on the Company’s website at
https://ir.majesco.com/financial-information/quarterly-
earnings/. Annual Reports of the Company are also available
on the website in a user-friendly and downloadable form.
Other information relating to quarterly shareholding pattern,
quarterly corporate governance report are available on the
Company’s website at https://ir.majesco.com/.
E. General Shareholder’s Information
Sixth AGM
Day, Date & Time: Tuesday, August 6, 2019 at 11:00 A. M. (IST)
Mr. Mukesh Sarswat, Practicing Company Secretary, was
appointed as the scrutinizer for carrying out the above postal
ballot exercise in a fair and transparent manner.
Venue: Hotel Country Inn and Suites By Radisson, Plot No.
X-4/5-B, TTC Industrial Area, MIDC, Mahape, Shilphata Road,
Navi Mumbai – 400 701
Procedure for Postal Ballot
Financial Year
Financial Year: April 1, 2019 to March 31, 2020
In compliance with Sections 108 and 110 and other applicable
provisions of the Companies Act, 2013 read with the related
rules, the Company provides electronic voting (e-voting) facility,
in addition to physical ballot, to its members. For this purpose,
the Company has engaged the services of National Securities
Depository Limited (NSDL). Postal ballot notices and forms
are dispatched, along with postage-prepaid business reply
envelopes to the registered members/ beneficiaries.
For the quarter ending
June 30, 2019
September 30, 2019
December 31, 2019
March 31, 2020
Tentative Date of
Announcement of financial
results
August 5, 2019
November 5, 2019
February 6, 2020
May 12, 2020
The Company also publishes a notice in the newspapers
declaring the details of dispatch of notice, cut-off date, e-voting
period and other mandatory requirements. Voting rights are
reckoned on the paid-up value of the shares registered in
the names of the members as on the cut-off date. Members
who want to exercise their votes by physical postal ballot are
requested to return the forms, duly completed and signed, to
the scrutinizer on or before the close of voting period and those
using e-voting option are requested to vote before 5:00 P.M.
(IST) on the last date of e-voting.
On completion of scrutiny, the Scrutinizer submits his report
to the Chairman/ Managing Director/ Company Secretary of
the Company and the results of the voting are announced by
the Chairman/ Managing Director/ Company Secretary of the
Company. The results are displayed on the Company’s website,
https://ir.majesco.com/investor-communications/,besides
being communicated to the Stock Exchanges, Depository and
Registrar & Share Transfer Agent. Last date for receipt of postal
ballot forms or e-voting is the date on which resolution would
be deemed to have been passed, if approved by the requisite
majority.
Book Closure Date
From Thursday, August 1, 2019 to Tuesday, August 6, 2019
(both days inclusive)
Dividend Payment Date
Dividend will be paid within thirty days from the date of AGM,
subject to the approval of shareholders at ensuing AGM.
Listing on Stock Exchanges and Stock Code
ISIN
Name and Address of the Exchange
Stock Code
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai - 400 001
INE898S01029
National Stock Exchange of India
Limited
Exchange Plaza, C – 1, Block G,
Bandra-Kurla Complex, Bandra
(East), Mumbai - 400 051
539289
INE898S01029
MAJESCO
The Company has paid listing fees to the Stock Exchanges for
the financial year 2019-20.
65
Company overviewStatutory reportS FinanCial statements Market Price data
Monthly high and low price of equity shares of the Company
during the financial year ended March 31, 2019 are given below:
a period of fifteen days from the date of receipt of transfer
provided the transfer documents lodged with the Company are
complete in all respects.
BSE Limited
National Stock Exchange of
India Limited
Month and year
High (`) Low (`)
Volume
(total
traded
quantity)
High (`) Low (`)
Volume
(total
traded
quantity)
April 2018
581.00 470.00 2,31,754 581.80 470.95 29,69,189
May 2018
570.00 488.20 2,23,404 579.20 490.10 22,90,642
June 2018
506.80 423.00 6,79,287 506.85 423.85 14,11,976
July 2018
465.90 401.10
86,357 466.00 401.10
8,83,057
August 2018
542.50 446.20 2,98,073 543.10 445.35 28,22,929
September 2018 572.00 455.45 2,48,675 572.70 456.20 25,15,926
October 2018
516.85 416.85 1,18,512 516.90 415.00
9,45,416
November 2018 515.95 461.80
71,813 518.00 461.50
7,31,003
December 2018 511.60 431.00
58,344 513.40 433.20
6,65,126
January 2019
502.40 440.00 1,14,936 522.00 440.00
5,93,625
February 2019
525.00 437.95 1,57,126 524.00 440.50 11,68,382
March 2019
522.00 456.45
40,886 522.75 455.20
6,46,345
Source: BSE Limited (www.bseindia.com) and National Stock Exchange of
India Limited (www.nseindia.com)
Majesco Share Price Performance Versus NSE’s S&P
CNX 500
Relative Price Performance Majesco v/s NSE's S&P CNX 500
140
130
120
110
100
90
80
70
8
1
/
r
p
A
8
1
/
y
a
M
8
1
/
n
u
J
8
1
/
l
u
J
8
1
/
g
u
A
8
1
/
p
e
S
8
1
/
t
c
O
8
1
/
v
o
N
8
1
/
c
e
D
9
1
/
n
a
J
9
1
/
b
e
F
9
1
/
r
a
M
Majesco
S & P CNX 500
NSE IT
Registrar and Share Transfer Agent (RTA)
Karvy Fintech Private Limited
Karvy Selenium Tower B, Plot 31-32,
Gachibowli Financial District, Nanakramguda,
Hyderabad – 500 032
Telephone: +91 40 6716 2222
Fax: +91 40 2342 0814
E-mail: einward.ris@karvy.com
Website: www.karvy.com
Share Transfers System
Share transfers in physical form are processed and the share
certificates are generally returned to the transferees within
66
The Company has obtained the half yearly certificate from a
Company Secretary in practice for due compliance of shares
transfer formalities as per the requirement of Regulation 40 (9)
of SEBI Listing Regulations.
vide
its Circular No. SEBI/HO/MIRSD/DOP1/
SEBI,
CIR/P/2018/73 dated 20 April, 2018, introduced a documented
framework for streamlining and strengthening the systems and
processes of RTAs, Issuer Companies and Bankers to an Issue
with regards to handling and maintenance of records, transfer
of securities and payment of dividend, as may be applicable.
In the said Circular, SEBI has suggested measures to make the
systems and processes among the RTAs, Issuer Companies and
Bankers, more robust and transparent.
The said SEBI Circular, inter alia, provides for some key
requirements
like maintenance of dividend master file,
reconciliation of dividend account(s), Updation of PAN and Bank
mandates by the members, wherever not available, System-
Log(s), enhanced due diligence, etc. These changes suggested by
SEBI in the share related functioning are forward looking and
ensures that proper internal checks and controls are in place.
The RTA has confirmed its Compliance with the applicable
requirements of the Framework.
Distribution of Shareholding as on March 31, 2019
Range no. of shares
No. of
Shareholders
%
No. of Shares
%
1- 500
501-1000
1001-5000
5001-10000
10001 and above
21,714
89.75
20,54,875
5.27
3.86
0.50
9,72,281
19,82,434
8,35,212
1,275
935
121
149
0.62
2,25,00,639
79.38
7.25
3.43
6.99
2.95
Total
24,194 100.00
2,83,45,441
100.00
Summary Shareholding Pattern as on March 31, 2019
Sr.
No.
No. of Shares
Category
% of Holding
1.
2.
3.
4.
5.
Promoters
Mutual Funds & Alternative
Investment Fund
1,11,78,172
34,77,439
FIIs/ FPIs
22,52,613
Financial Institutions/ Banks
40,256
Public Shareholding
(excluding above categories)
1,13,96,961
39.43
12.27
7.95
0.14
40.21
Total
2,83,45,441
100.00
Dematerialization of Shares
Date
Status of shares- Physical versus Electronic Mode
Physical
%
Electronic
%
Total
March 31, 2019 1,89,743 0.67 2,81,55,698 99.33 2,83,45,441
March 31, 2018 1,97,844 0.70 2,79,24,552 99.30 2,81,22,396
Majesco Annual Report 2018-19Shaping the future of insurance
Outstanding GDRs/ ADRs/ Warrants or any
convertible instruments
There are no outstanding GDRs/ ADRs/ Warrants except the
Stock Options granted to the employees of the Company and
its subsidiaries. However, the outstanding Stock Options after
vesting, when exercised, shall increase the paid-up equity share
capital of the Company to that extent.
ii.
Commodity price risk or foreign exchange risk and
hedging activities
The Company is exposed to foreign exchange risk on account
of nature of its transactions. The Company, in accordance with
its risk management policy and procedure, enters into hedging
transactions with the banks. Please refer notes to the Financial
Statements in this regard. The Company does not have any
exposure hedged through commodity derivatives.
The Company does not deal in commodities and hence the
disclosure is not required to be given for commodity hedging
activities.
Off-shore development centers
The Company has Off-Shore Software Development Centers at
Navi Mumbai and Pune. Full address of the Company’s centres/
offices is available elsewhere in the Annual Report.
Address for correspondence by shareholders/
investors:
Company
Registrar & Share Transfer Agent
Mrs. Varika Rastogi
Company Secretary
MNDC, MBP-P-136,
Mahape, Navi Mumbai-
400 710
Ph. No. : (022) 61501800
Fax No. : (022) 27781320
E-mail ID: investors.grievances@majesco.com
Website: www.majesco.com
Karvy Fintech Private Limited
(Unit: Majesco Limited)
Karvy Selenium Tower B,
Plot 31-32, Gachibowli Financial
District, Nanakramguda,
Hyderabad – 500 032
Telephone: +91 40 6716 2222
Fax: +91 40 2342 0814
E-mail ID: einward.ris@karvy.com
Website: www.karvy.com
Credit Rating obtained during the financial year: Not
Applicable
F. Other Disclosures
i. Disclosures of Related Party Transactions
The Company has formulated a policy on materiality of
related party transactions and also on dealing related
party transactions. This policy is available on the website
https://ir.majesco.com/policies/. During the year 2018-19,
no material significant related party transactions have
been entered into by the Company with the Promoters,
Directors or Management or their relatives. There were
no materially significant transactions with related parties
during the financial year which were in conflict with
the interest of the Company. Details of related party
transactions are disclosed in the notes to the financial
statements.
All related party transactions were executed with prior
approval of the Audit Committee.
Details of non-compliance by the Company,
penalties, strictures imposed on the listed entity
by the Stock Exchange(s) or SEBI or any statutory
authority, on any matter related to capital
markets, during last three years
The Company has complied with all requirements
specified under the SEBI Listing Regulations as well as
other Regulations and guidelines of SEBI. No penalties
or strictures imposed on the listed entity by the Stock
Exchange(s) or SEBI or any statutory authority, on any
matter related to capital markets, during last three years.
iii. Vigil Mechanism / Whistle Blower Policy
The Company has in place the necessary Vigil Mechanism
as envisaged under Section 177 of the Companies Act,
2013 and Regulation 22 of the SEBI Listing Regulations.
During the year under review no personnel has been
denied access to the Audit Committee.
iv.
of
compliance with mandatory
Details
requirements and adoption of the non-mandatory
requirement of SEBI Listing Regulations
The Company has disclosed and complied with all
mandatory requirements under SEBI Listing Regulations.
The details of these compliances have been given in the
relevant sections of this report.
Among the non-mandatory requirements of SEBI
Listing Regulations, the Company has complied with the
following:
Shareholders Rights - Quarterly Results are subjected to
Limited Review by Statutory Auditors and are generally
published in the Financial Express (English) and Mumbai
(Marathi) having wide circulation. The
Lakshadeep
Quarterly Un-audited Results along with the Press
Releases are made available on the website of the Company
https://ir.majesco.com/financial-information/quarterly-
earnings/. Other information relating to shareholding
pattern, Compliance with the requirements of Corporate
Governance, etc. are uploaded on BSE / NSE website
and on Majesco’s website in the Corporate Governance
section. Separate Half-yearly Financial performance
report, however, has not been sent to each member.
Unmodified Opinion in audit report – The Company’s
Financial Statements for the financial year 2018 –19 does
not contain any modified audit opinion.
Separate Posts of Chairman and Chief Executive Officer
– The position of Chairman and Managing Director /
Chief Executive Officer is bifurcated in the Company. An
Independent Non-Executive Chairman heads the Board.
Managing Director is another position.
Reporting of Internal Auditor – The Internal Auditor
reports directly to the Audit Committee, attends the
Audit Committee meetings, and interacts directly with
the Audit Committee members.
67
Company overviewStatutory reportS FinanCial statements
v. Policy for determining Material Subsidiaries
The Company has a policy on Material Subsidiary and
same is placed on the website of the Company at https://
ir.majesco.com/policies/.
vi. Policy on dealing with Related Party Transactions
The Policy on dealing with Related Party Transactions is
available on the Company’s website at https://ir.majesco.
com/policies/.
vii. Commodity price risk and commodity hedging
activities: Not Applicable
viii. Details of utilization of funds raised through
preferential allotment or qualified institutions
placement as specified under regulation 32 (7A)
of SEBI Listing Regulations
The statement of utilization of Qualified Institutional
Placement (QIP) proceeds as on March 31, 2019, as
approved by the Audit Committee, is furnished below:
xiv. Disclosures in relation to Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company follows a strict zero tolerance towards
sexual harassment at workplace and has adopted a
Policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules
thereunder, for prevention and redressal of complaints of
sexual harassment at workplace.
a. number of complaints filed during the financial year -
NIL
b. number of complaints disposed of during the financial
year – NIL
c.
number of complaints pending at the end of the
financial year – NIL
Particulars
Gross proceeds of QIP Issue
Less: Issue Expenses
Net proceeds of QIP Issue (as mentioned in
Placement Document)
Less: Amount utilized for the purpose received
Balance Amount
Amount
(` in crore)
231.08
5.81
225.27
225.27
NIL
The Company has fully utilized QIP proceeds by way
of investment in subsidiary, Majesco, USA, in form of
subscription to rights issue, which is in accordance with
the objects of use of proceeds, as mentioned in placement
documents dated January 29, 2018.
xi. Certificate from Company Secretary in Practice
M/s. Abhishek Bhate & Co., Company Secretary in Practice,
has issued a certificate as required under the SEBI Listing
Regulations, confirming that none of the Directors on the
Board of the Company has been debarred or disqualified
from being appointed or continuing as director of
companies by the SEBI/ Ministry of Corporate Affairs or
any other statutory authority. The certificate is enclosed
with this section as Annexure A.
xii. Recommendations of Committees of the Board
There were no
2018–19, wherein
recommendations made by any committee of the Board.
instances during the financial year
the Board had not accepted
xv. Compliances with
Corporate
Governance
disclosure requirements as specified in the SeBI
Listing Regulations
The Company complies with all mandatory requirements
as per Regulation 17 to 27 and sub- regulation (2) of
Regulation 46 of the SEBI Listing Regulation. Generally,
there were no instances of Non-Compliance on any matter
related to the capital markets.
xvi. Managing Director (MD) & Chief Financial Officer
(CFO) Compliance Certificate
MD and CFO have issued Compliance Certificate pursuant
to the Regulation 17(8) of SEBI Listing Regulations
certifying that the financial statements do not contain any
untrue statement and these statements represent a true
and fair view of the Company’s affairs.
The said certificate is annexed and forms part of the Annual
Report.
xvii. Disclosures with respect to demat suspense
account/ unclaimed suspense account: Not
Applicable
xviii. Reconciliation of Share Capital Audit
The ‘Reconciliation of Share Capital Audit’ was undertaken
on a quarterly basis and the audit covers the reconciliation
of the total admitted capital with NSDL and CDSL and the
total issued and listed capital.
xiii. Total fees paid to Statutory Auditors of the
Company
Total fees of ` 191.88 lakhs for financial year 2018–19, for
all services, was paid by the Company and its subsidiaries,
on a consolidated basis, to the statutory auditor and all
entities in the network firm/network entity of which the
statutory auditor is a part.
The audit has also confirmed that the aggregate of the
total issued/ paid-up capital is in agreement with the
total number of shares in physical form, shares allotted &
advised for demat credit but pending execution and the
total number of dematerialized shares held with NSDL and
CDSL.
68
Majesco Annual Report 2018-19Shaping the future of insurance
xix. Accounting treatment in preparation of Financial
Statements
Indian Accounting Standards (IND-AS) as prescribed under
Section 133 of the Companies Act, 2013 read with Rule 3 of
the Companies (Indian Accounting Standards) Amendment
Rules, 2016, have been followed in preparation of the
financial statements of the Company in all material aspect.
xx. Internal Controls
The Company has a formal system of internal control
testing which examines both the design effectiveness and
operational effectiveness to ensure reliability of financial
and operational information and all statutory/ regulatory
compliances. The Company’s business processes are on
SAP platforms and has a strong monitoring and reporting
process resulting in financial discipline and accountability.
xxi. Information for shareholders on the internet
The Company actively communicates its strategy and the
developments of its business to the financial markets.
The Senior Executives of the Company along with
M/s. Christensen Investor Relations India Private Limited
- our Investor advisor regularly meet the analysts. The
Press release, Analysts’ conference calls as well as the
presentations at analysts meetings are organized by
M/s. Christensen Investor Relations India Private Limited -
our Investor advisor. Decisions in such meetings are always
limited to information that is already in the public domain.
Please access the homepage at www.majesco.com and
register yourself for regular updates.
xxii. Management Discussion and Analysis
As required by SEBI Listing Regulations, the Management
Discussion and Analysis is provided separately in the
Annual Report.
G. Code of Conduct
The Board of Directors has approved a Code of Business
Conduct which is applicable to the Members of the
Board and all employees. The Company believes in “Zero
Tolerance” to bribery and corruption in any form and
the Board has laid down the “Anti-Bribery & Corruption
Directive” which forms an Appendix to the Code.
The Code lays down the standard of conduct which
is expected to be followed by the Directors and the
designated employees in their business dealings and in
particular on matters relating to integrity in the work place,
in business practices and in dealing with stakeholders. The
Code gives guidance through examples on the expected
behavior from an employee in a given situation and the
reporting structure.
All the Board Members and the Senior Management
personnel have confirmed compliance with the Code. All
Management staff were required to complete an e-learning
module in this regard.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for
Regulating, Monitoring and Reporting of Trading by
Designated Persons and Immediate Relatives with a
view to regulate trading in securities by the Directors
and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares
and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in
possession of unpublished price sensitive information
in relation to the Company and during the period when
the Trading Window is closed. The Company Secretary is
responsible for implement action of the Code.
H. Compliance Certificate
The Certificate obtained from M/s. Abhishek Bhate & Co.,
Company Secretary in Practice (Membership Number:
27747; CP Number: 10230) is provided in the Annual
Report for compliance with SEBI Listing Regulations.
69
Company overviewStatutory reportS FinanCial statements
Annexure A: Certificate from Company Secretary in Practice
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To,
The Members of
MAJESCO LIMITED
MNDC, MBP-P-136,
MAHAPE, NAVI MUMBAI,
Maharashtra - 400 710
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Majesco Limited
having CIN - L72300MH2013PLC244874 and having registered office at MNDC, MBP-P-136, MAHAPE, NAVI MUMBAI,
Maharashtra 400710 (hereinafter referred to as ‘the Company’), produced before me by the Company for the purpose of issuing
this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me / us by the Company & its
officers, I/We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended
31st March, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority.
SR.
NO.
1.
2.
3.
4.
5.
6.
NAME OF THE DIRECTOR
MR. JYOTIN KANTILAL MEHTA
MRS. MADHU DUBHASHI
MR. KETAN MEHTA
MR. RADHAKRISHNAN SUNDAR
MR. VENKATESH NARAYANAN CHAKRAVARTY
MR. FARID LALJI KAZANI
DIN
DATE OF APPOINTMENT
IN COMPANY
00033518
00036846
00129188
00533952
01102892
06914620
05/11/2018
29/04/2015
29/04/2015
01/06/2015
15/09/2014
15/09/2014
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.
For Abhishek Bhate & Co.
CS Abhishek Bhate
ACS – 27747, COP – 10230
Place: Thane
Date: May 6, 2019
70
Majesco Annual Report 2018-19Shaping the future of insurance REPORT OF THE COMMITTEES OF THE BOARD
1. AUDIT COMMITTEE
The Audit Committee of the Board consists of the following directors:
Mr. Jyotin Mehta – Chairman
Mrs. Madhu Dubhashi
Mr. Radhakrishnan Sundar
Mr. Venkatesh N. Chakravarty
The Committee has, inter alia, the mandate to oversee the Company’s financial reporting process and the disclosure of financial
information in order to ensure that the financial statements are correct, sufficient and credible. The Committee reviewed
the independence of Internal Auditors and Statutory Auditors and expressed its satisfaction with the same. The Committee
discussed the quality of the accounting principles as applied and significant judgments affecting the financial statements, with
the management as well as Statutory Auditors of the Company. The Committee also discussed with the Statutory Auditors,
without the presence of the management, the Company’s financial disclosures and quality of the Company’s accounting
principles as applied, underlying judgments affecting the financial statements and other significant decisions made by the
management in preparing the financial disclosures. The Committee, relying on the review and discussions conducted with the
Management and Statutory Auditors, believes that the Company’s financial statements are fairly presented in conformity of
the applicable Indian Accounting Standards (Ind-AS) in all material aspects. The Committee had discussed with Internal and
Statutory Auditors the internal financial controls, to ensure that financial statements of the Company are properly maintained
and accounting transactions are in accordance with prevailing laws and regulations. The Committee reviewed the annual
Internal Audit program and reviewed the Internal audit findings and with the management, the follow-up actions. There were
no material observations or deviations reported by the auditors.
The Committee reviewed the Foreign Exchange Exposure Statement, Related Party Transactions, legal compliance related
to financial statements, statement of utilization of QIP proceeds, utilization of investment in subsidiary and expressed its
satisfaction with the same.
Place: Navi Mumbai
Date: May 15, 2019
Jyotin Mehta
Chairman
2.
INVESTORS’ GRIEVANCES AND STAKEHOLDERS’ RELATIONSHIP COMMITTEE
The Investors’ Grievances and Stakeholders’ Relationship Committee consists of the following directors:
Mr. Venkatesh N. Chakravarty- Chairman
Mr. Farid Kazani
Mr. Radhakrishnan Sundar
The Committee has the mandate to review and redress shareholders’ grievances and to attend to share transfers and allotment
of shares on exercise of Stock Options. The Committee reviewed the redressal of shareholders’ grievances, share transfers
and expressed satisfaction with the same. The Committee also noted that the shareholding in the Company in dematerialized
mode as on March 31, 2019 was 99.33%.
Place: Navi Mumbai
Date: May 15, 2019
Venkatesh N. Chakravarty
Chairman
71
Company overviewStatutory reportS FinanCial statements
DECLARATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCT OF THE COMPANY BY THE
BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
To the Members of Majesco Limited
This is to confirm that the Company has adopted Code of Conduct for the Board of Directors and Senior Management Personnel of
the Company, which is available at www.majesco.com.
I declare that the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct of
the Company.
Place: Navi Mumbai
Date: May 15, 2019
Farid Kazani
Managing Director & Group CFO
CERTIFICATE FROM PRACTISING COMPANY SECRETARY ON COMPLIANCE WITH THE CONDITIONS
OF CORPORATE GOVERNANCE
I have examined the compliance of conditions of Corporate Governance by Majesco Limited, for the financial year ended March
31, 2019, as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The compliance of the conditions of Corporate Governance is the responsibility of the Management, my examination was limited
to the procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of the opinion on the financial statements of the Company.
In my opinion, and to the best of my information and according to the explanations given to me.
I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the provisions of Chapter IV
of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.
Place: Thane
Date: May 15, 2019
For Abhishek Bhate & Co.
CS Abhishek Bhate
ACS – 27747, COP – 10230
72
Majesco Annual Report 2018-19Shaping the future of insurance COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER
[Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
We, the undersigned, in our respective capacities as Managing Director and Chief Financial Officer of Majesco Limited (“the
Company”) to the best of our knowledge and belief, certify that:
1) We have reviewed Financial Statements and Cash Flow Statements for the financial year ended March 31, 2019 and that to
the best of our knowledge, information and belief, we state that:
a)
these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might be misleading;
b)
these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
2) There are, to the best of our knowledge and belief, there are no transactions entered into by the Company during the year
which are fraudulent, illegal or violates of the Company’s Code of Conduct.
3) We are responsible for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors
and the Audit Committee, deficiency in the design or operation of internal controls, if any, of which we are aware and the steps
we have taken or propose to take to rectify these deficiencies.
4) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and the Audit Committee:
a) Significant changes, if any, in internal controls over financial reporting during the year;
b) Significant changes, if any, in the accounting policies during the year and that the same has been disclosed in the notes to
the Financial Statements; and
c)
Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company’s internal control system over financial reporting.
Yours faithfully,
Farid Kazani
Managing Director & Group CFO
Place: Navi Mumbai
Date: May 15, 2019
Kunal Karan
Chief Financial Officer
73
Company overviewStatutory reportS FinanCial statements
Independent Auditors’ Report
To,
The Members,
Majesco Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Majesco Limited (“the Company”), which comprise the Balance Sheet as
at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity,
the Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies and other explanatory information (hereinafter referred as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind-AS”) and other accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2019, its profit, total comprehensive income, changes in equity and its cash flows for the
year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our
audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with the requirements and the ICAI‘s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
Auditor’s Response
The measurement and disclosure of discontinuing
operation
INA AS 105-requires that details of revenue, expenses,
assets, liabilities and cash flows relating to discontinuing
operations have to be correctly determined and
disclosed separately with net result of current year
operation being disclosed in the statement of profit and
loss.
Principal Audit Procedures
The decision to dispose off the insurance related software
business of the Company to its step-down subsidiary was
taken by the Board of Directors and duly approved by
shareholders through a circular resolution. An agreement
to give effect for the same from April 01, 2019 was also
signed.
We verified the terms of the agreement to see whether all
the assets and liabilities, revenue, expenses and cash flows
as contemplated therein have been correctly identified.
This verification included the fixed assets as recorded
in fixed assets register relating to the business being
transferred, identification of debtors, loans and advances
including deposits as well as other dues directly related to
the business including employee dues and corresponding
assets.
Reviewed the disclosures made in the financial statements
to ensure that the same adequately comply with the
disclosure requirements of the accounting standard.
Sl.
No.
1
74
Majesco Annual Report 2018-19Shaping the future of insurance Sl.
No.
2
3
Key Audit Matter
Auditor’s Response
The measurement and accounting for share-based
payments
The share awards are measured at the fair value at the
date of the grant and expensed on a straight-line basis
over the vesting period. The judgement of the fair value
and number of awards expected to vest is based on
management estimates. These estimates include the
volatility of the share price and the expected number of
options which will vest.
Accuracy of recognition, measurement, presentation
and disclosures of revenues and other related
balances in view of adoption of Ind AS 115 “Revenue
from Contracts with Customers” (newly introduced
revenue accounting standard). This includes accuracy
of revenues and critical estimates of onerous
obligations in fixed price contracts.
The application of the new revenue accounting
standard involves certain key judgements relating
to identification of distinct performance obligations,
determination of transaction price of the identified
performance obligations and the appropriateness of
the basis used to measure revenue recognized over a
period in respect of long-term contracts. Additionally,
the new revenue accounting standard contains
disclosures which involves collation of information in
respect of disaggregated revenue and periods over
which the remaining performance obligations will be
satisfied subsequent to the balance sheet date.
The estimates of efforts to determine the revenue as
well as to consider progress of the contract, efforts
incurred to date and efforts required to complete the
contractual obligations are critical.
Principal Audit Procedures
We assessed management’s accounting under the principles of
IND AS 102-Share Based payments.
We tested the fair value calculations carried out by an external
expert for all new shares granted during the year and the vesting
conditions and assessed the ongoing fair value of the existing
share-based payments. This included:
•
•
•
•
a review of the share option based on letter of grant;
an assessment of the reasonableness of assumptions around
the likelihood of meeting vesting conditions;
an assessment of the reasonableness of inputs including the
volatility with analysis provided to external experts by the
management;
recalculation of the amounts recognised over the vesting
period;
Principal Audit Procedures
We assessed the Company’s process to identify the impact
of adoption of the new revenue accounting standard. As the
concerned software are yet to be configured for this change,
some of our work was done offline.
Our audit approach consisted of testing of the design and
operating effectiveness of the internal controls and substantive
testing as follows:
•
•
Evaluated the design of internal controls relating to
implementation of the new revenue accounting standard.
Selected a sample of continuing and new contracts, and
tested the operating effectiveness of the internal control,
relating to
identification of the distinct performance
obligations and determination of transaction price. We
carried out a combination of procedures involving enquiry
and observation, review of evidence in respect of operation
of these controls.
•
Selected a sample of continuing and new contracts and
performed the following procedures:
Read and analysed the distinct performance obligations
in these contracts. Identified by the management to
confirm if they are fair and reasonable.
Samples in respect of revenue recorded for time and
material contracts were tested using a combination of
approved time sheets including customer acceptances,
subsequent invoicing and historical trend of collections
and disputes.
towards
In respect of samples relating to fixed price contracts,
satisfaction of performance
progress
obligation used to compute recorded revenue was
verified using analytical procedures with actual
and estimated efforts from the time recording and
budgeting systems to evaluate their reasonableness.
75
Company overviewStatutory reportS Financial statements
Key Audit Matter
Sl.
No.
Auditor’s Response
Selected samples of contracts and performed a review
of changes in efforts incurred with estimated efforts to
identify significant variations and verify whether those
variations have been considered in estimating the
remaining efforts to complete the contract.
Samples of revenues disaggregated by type and service
offerings were tested with the performance obligations
specified in the underlying contracts.
Performed analytical procedures for reasonableness of
revenues disclosed by type and service offerings.
Information Other than the Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the Other Information. The Other Information comprises the Management
Discussion and Analysis, Board of Directors’ report including Annexures to the Board of Directors’ report, Corporate Governance
Report and other information published along with but does not include the standalone financial statements and our auditor’s
report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not and will not express any
form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We have read and considered the
Management Discussion and Analysis, Board of Directors Report, Corporate Governance Report and have nothing to report.
In respect of other information other than the above which is expected to be made available to us later we shall read and consider
whether there is anything materially inconsistent therein with reference to the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If we find any such inconsistency or misstatement, we shall
inform those charged with governance of the Company and describe actions applicable in the relevant laws and regulations. As
these are yet to be approved by the Board of Directors, the same have not been read by us.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 with respect
to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind-AS) specified under Section
133 of the Act, read with relevant rules issued thereafter.
This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
76
Majesco Annual Report 2018-19Shaping the future of insurance
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout
the audit. We also:
•
Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such
controls.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance
in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2016 (“Order”) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Companies Act, 2013, we give in “Annexure A”, a statement on the matters specified in
Paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit.
b)
In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our
examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive Income, the Statement of Changes in
equity and Statement of Cash Flows dealt with by this report are in agreement with the books of account.
d)
In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified
77
Company overviewStatutory reportS Financial statements
under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014.
e) On the basis of the written representations received from the directors as on March 31, 2019, taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 2019, from being appointed as a director in terms
of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure B”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section
197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
With respect to the other matters to be included in the Auditor’s report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i.
the Company does not have any pending litigations.
ii.
the Company has made provision, as required under the applicable law or Indian accounting standards, for material
foreseeable losses, if any, on long term contracts including derivative contracts.
iii.
there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company.
For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Partner
M No. 16043
Place: Navi Mumbai
Date : May 15, 2019
78
Majesco Annual Report 2018-19Shaping the future of insurance
Annexure A to the Independent Auditors’ Report
The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements
of Majesco Limited for the year ended March 31, 2019
i.
a.
In our opinion and according to the information and explanations provided to us and based on our verification of records
maintained and provided to us by the Company, the Company is maintaining proper records showing full particulars,
including quantitative details and situation of fixed assets;
b. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, the fixed assets of the Company have been physically verified by the management during
the year by the internal auditors and no material discrepancies have been noticed on such verification. In our opinion
frequency of verification is reasonable.
c. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, we report that, the title deeds, comprising all the immovable properties of leasehold land
and building situated on such leasehold land, are held in the name of the Company as at the Balance Sheet date.
ii. According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, the Company carried on the business of rendering software services and renting of immovable property
during the year and consequently does not hold any physical inventory. Therefore, the provisions of clause 3(ii) of the said
Order are not applicable to the Company.
iii. According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability
Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Therefore,
the provisions of clause 3(iii) (a) to 3(iii) (c) of the said Order are not applicable to the Company.
iv.
In our opinion and according to the information and explanations given to us and based on our verification of records
maintained and provided to us by the Company, the Company has complied with the provisions of section 185 and 186 of the
Act, with respect to the loans, investments, guarantees and securities.
v. According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, the Company has not accepted any deposits from the public within the meaning of sections 73 to 76 of
the Act and the rules framed there under to the extent notified.
vi.
According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, provisions of section 148 of the Act with regard to maintenance of cost records are not applicable to the
Company.
vii. a. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, in our opinion, the Company is regular in depositing undisputed statutory dues including
provident fund, employees’ state insurance, income-tax, value added tax, service tax, goods and services tax & cess as
applicable, with the appropriate authorities, in all material respects. There are no arrears of undisputed statutory dues of
material nature outstanding as on the last day of the financial year for a period of more than six months from the date on
which they became payable.
b. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, there are no material amounts of dues of income tax, goods and services tax, duty of
customs and value added tax which have not been deposited on account of any dispute except for INR 566.29 lakhs
demanded by Income Tax authorities for the Assessment Year 2015-16 (financial year 2014-15) due to not considering
the tax deducted at source / advance tax paid on behalf of the Company by the authorities in assessing the income tax
payable by the Company. The application for rectification in this regard is pending before the concerned authority.
viii. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, the Company does not have any loans or borrowings from any financial institution or bank or
Government, nor has it issued any debentures as at the balance sheet date. Hence, the provisions of Clause 3(viii) of the Order
are not applicable to the Company.
79
Company overviewStatutory reportS Financial statements
ix. According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, the Company has not raised any money by way of initial public offer or further public offer (including
debt instruments). It has also not raised any term loans during the year.
x. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, no material fraud by the Company or on the Company by its officers or employees, was noticed
or reported during the audit.
xi. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite
approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, the Company is not a Nidhi Company and Nidhi Rules, 2014 are not applicable to it, the provisions of
Clause 3(xii) of the Order are not applicable to the Company.
xiii. According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, the Company has entered into transactions with related parties in compliance with the provisions of
Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial
statements as required under Ind-AS 24, Related Party Disclosures specified under section 133 of the Act, read with Rule 4 of
the Companies (Indian Accounting standards) Rules, 2015.
xiv. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, the Company has not made any preferential allotment or private placement of shares or fully
or partly convertible debentures during the year. As stated in note 18(b) of the standalone financial statements, the proceeds
of the shares issued on private placement basis to Qualified Institutional buyers in the previous year was utilised during the
year for investing in the rights issue of shares by its subsidiary, Majesco USA.
xv. According to the information and explanations provided to us and based on our verification of records maintained and provided
to us by the Company, the Company has not entered into any non-cash transactions with directors or persons connected with
them. Accordingly, paragraph 3(xv) of the Order are not applicable to the Company.
xvi. According to the information and explanations provided to us and based on our verification of records maintained and
provided to us by the Company, the Company is not required to be registered under section 45-IA of the Reserve Bank of India
Act, 1934. Accordingly, the provisions of clause 3(xvi) of the order are not applicable to the Company.
For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Partner
M No. 16043
Place: Navi Mumbai
Date : May 15, 2019
80
Majesco Annual Report 2018-19Shaping the future of insurance Annexure - B to the Independent Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013
We have audited the internal financial controls over financial reporting of Majesco Limited as of March 31, 2019 in conjunction
with our audit of the standalone financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control
over financial reporting criteria established by the Company considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants
of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s
policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the “Guidance Note”) and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by
the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Ind-AS
and the generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those
policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with Ind-AS and the generally accepted accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorisations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the
Company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting
and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Place: Navi Mumbai
Date : May 15, 2019
For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Partner
M No. 16043
81
Company overviewStatutory reportS Financial statements Standalone Balance Sheet
As at March 31, 2019
Particulars
ASSETS
Non-current assets
Property, plant and equipment
Investment property
Intangible assets
Financial assets
Investments
Loans
Other financial assets
Deferred tax asset (net)
Income tax assets (net)
Total non-current assets
Current assets
Financial assets
Investments
Trade receivables
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Other assets
Income tax assets (net)
Other current assets
Total current assets
Assets of Disposal group classified as held for Sale
Total assets
EQUITY AND LIABILITIES
Equity
Equity share capital
Other equity
Total equity
Liabilities
Non-current liabilities
Financial liabilities
Other financial liabilities
Provisions
Deferred tax liabilities (net)
Other non-current liabilities
Total non-current liabilities
Current liabilities
Financial liabilities
Trade payables
a) Dues of micro enterprises and small enterprises
b) Dues of creditors other than micro enterprises and small enterprises
Other financial liabilities
Other current liabilities
Provisions
Total current liabilities
Total liabilities
Liabilities directly associated with Assets of Disposal group classified as held for sale
Total equity and liabilities
Company overview & summary of significant accounting policies
Other notes
The accompanying notes are an integral part of the financial statements.
Notes
(All amounts in ` Lakhs, unless otherwise stated)
As at
March 31, 2018
As at
March 31, 2019
4
5
6
7
8
9
34
10
11
12
13
14
15
16
17
35
18
19
20
21
34
22
23
24
25
26
35
1 & 2
33 to 50
264
730
-
39,984
31
-
-
572
41,581
8,238
-
9
4,500
36
150
359
13,292
905
55,778
1,417
52,640
54,057
382
18
181
5
586
-
68
688
37
6
799
1,384
336
55,778
467
750
35
16,453
32
-
35
559
18,331
30,880
443
13
3,001
337
13
404
35,091
-
53,422
1,406
50,584
51,990
354
52
33
439
-
104
707
166
16
993
1,432
-
53,422
For and on behalf of the Board
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
82
As per our report of even date attached
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
Majesco Annual Report 2018-19Shaping the future of insurance
Standalone Statement of Profit and Loss
For the year ended March 31, 2019
Particulars
Continuing operations
Income
Revenue
Other income,net
Total income
Expenses
Employee benefits expenses
Finance costs
Depreciation and amortization expenses
Other expenses
Total expenses
Profit before exceptional items and tax
Exceptional items - expense / (income)
Profit before tax
Income tax expense
Current tax
Deferred tax
Total income tax expense
Profit for the year from continuing operations (A)
Profit for the year from discontinued operations before tax (Refer note 35)
Tax expenses of Discontinued operations
Profit for the year from discontinuing operations (B)
Profit for the year C=(A+B)
Other comprehensive income / (loss)
Continuing operations
Items that will not be reclassified to profit or (loss)
Remeasurement gains / (loss) on gratuity plan
Tax on remeasurement gains / (loss) on gratuity plan
Other comprehensive income / (loss) for the year from continuing operations (D)
Other comprehensive income / (loss) for the year from discontinued operations (E )
Other comprehensive income / (loss) for the year F=(D+E)
Total comprehensive income for the year (C+F)
Earnings per share- Continuing operations
Basic (INR)
Diluted (INR)
Earnings per share- Discontinued operations
Basic (INR)
Diluted (INR)
Earnings per share- Total
Basic (INR)
Diluted (INR)
(All amounts in ` Lakhs, unless otherwise stated)
Year ended
March 31, 2018
Year ended
March 31, 2019
Notes
27
28
29
30
31
32
33
34
36
36
36
974
2,359
3,333
544
28
69
759
1,400
1,933
-
1,933
452
82
534
1,399
(227)
(45)
(182)
1,217
(0)
0
(0)
(1)
(1)
1,216
4.95
4.76
(0.64)
(0.62)
4.31
4.14
905
935
1,840
419
28
82
290
819
1,021
(1,053)
2,074
409
238
647
1,427
9
2
7
1,434
4
(1)
3
7
10
1,444
5.89
5.59
0.03
0.03
5.92
5.62
Summary of significant accounting policies
Other notes
1 & 2
33 to 50
The accompanying notes are an integral part of the financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
83
Company overviewStatutory reportS Financial statements
Statement of Changes In Equity
For the year ended March 31, 2019
Equity share capital
(A)
(All amounts in ` Lakhs, unless otherwise stated)
As at
March 31, 2019
As at
March 31, 2018
No. of shares
Amount
No. of shares
Amount
Equity shares of INR 5/- each issued, subscribed and fully paid
Opening
Add: Issued during the year
Closing
2,81,22,396
2,23,045
2,83,45,441
1,406
11
1,417
2,33,63,035
47,59,361
2,81,22,396
1,168
238
1,406
(B) Other equity
Particulars
Reserves and Surplus
Total
Employee stock options
outstanding account
Securities
premium
General
reserve
Retained
earnings
Balance as at April 1, 2018
Profit for the year (including discontinued operation)
Other comprehensive loss (OCI) for the year
Total comprehensive income for the year
Employee stock option expenses (Refer note 29)
FV of Employee Stock options given to employees of
subsidiaries (Refer note 38)
Exercise of employee stock options
Transfer on exercise of options
Vested/unvested options cancelled during the year (Refer
note 38)
Balance as at March 31, 2019
1,888
-
-
-
203
329
-
(101)
(24)
23,595
-
-
-
-
-
306
101
-
2,806
-
-
-
-
-
-
-
-
22,295
1,217
(1)
1,216
-
-
-
-
24
50,584
1,217
(1)
1,216
203
329
306
-
-
2,295
24,003
2,806
23,535
52,638
Particulars
Reserves and Surplus
Total
Employee stock options
outstanding account
Securities
premium
General
reserve
Retained
earnings
Balance as at April 1, 2017
Profit for the year
Other comprehensive income (OCI) for the year
Total comprehensive income for the year
Employee stock option expenses (Refer note 29)
FV of Employee Stock options given to employees of
subsidiaries (Refer note 38)
Dividend
Dividend distribution tax
Exercise of employee stock options
Expenses on issue of shares (Refer note 18(b))
Transfer on exercise of options
Vested/unvested options cancelled during the year (Refer
note 38)
Balance as at March 31, 2018
1,667
-
-
-
144
450
680
-
-
-
-
-
2,806
-
-
-
-
-
-
(242)
(131)
368
22,305
242
-
-
-
-
-
21,002
1,435
10
1,445
-
(235)
(48)
-
-
131
26,155
1,435
10
1,445
144
450
(235)
(48)
368
22,305
-
-
1,888
23,595
2,806
22,295
50,584
The accompanying notes 1 to 50 are an integral part of the financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
84
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
Majesco Annual Report 2018-19Shaping the future of insurance Standalone Statement of Cash Flows
For the year ended March 31, 2019
Particulars
Cash flow from operating activities
Profit before exceptional items and tax
Adjustments for:
Depreciation and amortization expenses
Share based payment expense
Finance costs
Interest income - on fixed deposits
Income from sale of investments (mutual funds)
Fair valuation adjustments of investments (mutual funds)
Guarantee commission
Exceptional items - other expenses
Operating loss before working capital changes
Changes in working capital:
Decrease in non current financial assets
Decrease/(increase) in trade receivables
Decrease in current other financial assets
Increase in other current assets
(Decrease)/increase in non-current other financial liabilities
Increase in non-current provisions
Decrease in non-current liabilities
Increase in trade payables
(Decrease)/increase in current other financial liabilities
Decrease in other current liabilities
(Decrease)/increase in current provisions
Cash used in operations
Income tax paid
Net cash used in operating activities (A)
Cash flow from investing activities
Payment for property, plant and equipment and intangible assets
Payment for investment property
Intangible asset acquired
Proceeds from sale of investment property (exceptional items)
(Purchase) / Sale of investments (mutual funds) (net)
Investment in subsidiaries
Net proceeds/(investment in) from fixed deposits
Margin money
Rent deposits refunded
Interest received- on fixed deposits
Net cash generated from / (used in) investing activities (B)
(All amounts in ` Lakhs, unless otherwise stated)
Year ended
March 31, 2019
Year ended
March 31, 2018
1,933
1,032
69
201
28
(267)
(1,820)
(250)
(22)
-
(128)
1
-
12
(37)
28
1
(28)
38
164
(96)
21
(23)
(547)
(569)
(23)
(10)
0
-
24,713
(23,202)
(1,499)
-
-
267
246
110
144
28
(255)
(207)
(442)
(31)
(10)
369
1
(65)
387
(232)
(51)
2
(28)
41
(58)
(3)
(2)
361
(410)
(49)
(156)
(74)
(17)
1,559
(28,873)
-
4,839
2
(79)
255
(22,544)
85
Company overviewStatutory reportS Financial statements
Standalone Statement of Cash Flows
For the year ended March 31, 2019
Particulars
Cash flow from financing activities
Proceeds from issuance of equity shares (net)
Dividend paid (including tax)
Interest and other finance charges paid
Net cash generated from financing activities (C)
Net increase / (decrease) in cash and cash equivalents (A+B+C)
Net cash flows from discontinued operations
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Cash and cash equivalents comprise (Refer note 13)
Balances with banks
Current accounts
Total cash and bank balances at end of the year
(All amounts in ` Lakhs, unless otherwise stated)
Year ended
March 31, 2019
Year ended
March 31, 2018
318
-
(28)
290
(33)
29
13
9
9
9
22,910
(280)
(28)
22,602
8
-
5
13
13
13
The accompanying notes 1 to 50 are an integral part of the financial statements.
For and on behalf of the Board
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
As per our report of even date attached
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
86
Majesco Annual Report 2018-19Shaping the future of insurance
1 General Corporate Information
Majesco Limited is public limited company domiciled in
India and is listed on the BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE). The Company is
a provider of core platforms and technology solutions
in Insurance (Life, Pensions and General). The Company
operates through its software development center at
Mahape and has a subsidiary in USA. The Company has 8
step down subsidiaries including one development center
in India all of which operate in the same business.
The financial statements were approved for issue by the
Board of Directors on May 15, 2019.
Summary of Significant Accounting policies
2
2.1 Basis of preparation and presentation
(a) Statement of Compliance with Ind AS
The financial statements of the Company have been
prepared
in accordance with Indian Accounting
Standards (Ind AS) as prescribed under Section 133
of the Companies Act ,2013 read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015
and relevant amendment rules issued thereafter.
(b) Basis of measurement
The financial statements have been prepared on a
historical cost convention on accrual basis, except for
the following material items that have been measured
at fair value as required by relevant Ind AS:-
i) Certain financial assets and liabilities measured
at fair value (refer accounting policy 2.16 on
financial instruments)
ii) Share based payment transactions
iii) Derivative financial instruments
iv) Defined benefit and other long-term employee
benefits
All assets and liabilities have been classified as current
or non-current as per the Company’s operating cycle
and other criteria set out in the Schedule III to the
Companies Act, 2013. Based on the nature of services
and the time between the rendering of service and
their realization in cash and cash equivalents, the
Company has ascertained its operating cycle as twelve
months for the purpose of current and noncurrent
classification of assets and liabilities.
for the year and disclosures of contingent liabilities
as at the Balance Sheet date. The estimates and
assumptions used
in the accompanying financial
statements are based upon the Management’s
evaluation of the relevant facts and circumstances
as at the date of the financial statements. Actual
results could differ from these estimates. Estimates
and underlying assumptions are reviewed on a
periodic basis. Revisions to accounting estimates, if
any, are recognised in the year in which the estimates
are revised and in any future years if the revision
effects such periods. Also key sources of estimation
uncertainty is mentioned below:
i)
ii)
lives of property, plant and
Useful
equipment and intangible assets:
As described in the significant accounting policy,
the Company reviews the estimated useful lives
of property, plant and equipment and intangible
assets at the end of each reporting period.
fair value measurements and
The
valuation processes:
Some of the Company’s assets and liabilities are
measured at fair value for financial reporting
purposes. In estimating the fair value of an asset
or liability, the Company uses market-observable
data to the extent it is available. Where level 1
input are not available, the Company engages
third party valuers, where required, to perform
the valuation. Information about the valuation
techniques and inputs, used in determining the
fair value of various assets, liabilities and share
based payments are disclosed in notes to financial
statements.
iii) Actuarial valuation:
The determination of Company’s liability towards
defined benefit obligation to employees
is
made through independent actuarial valuation
including determination of amounts to be
recognized in the statement of profit or loss and
in other comprehensive income. Such valuation
depend upon assumptions determined after
taking into account inflation, seniority, promotion
and other relevant factors such as supply and
demand factors
in the employment market.
Information about such valuation is provided in
notes to financial statements.
(c) Use of estimates
The preparation of financial statements in conformity
with Ind AS requires the Management to make
estimate and assumptions that affect the reported
amount of assets and liabilities as at the Balance
Sheet date, reported amount of revenue and expenses
2.2 Property, plant and equipment
Property, plant and equipment are stated at cost of
acquisition less accumulated depreciation and accumulated
impairment losses, if any. Direct costs are capitalized until
the assets are ready for use and include inward freight,
and expenses incidental to acquisition and installation.
87
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Subsequent expenditures related to an item of Property,
plant and equipment are added to its book value only if
they increase the future benefits from the existing asset
beyond its previously assessed standard of performance.
Losses arising from the retirement of, and gains or losses
arising from disposal of Property, plant and equipment
measured as the difference between amount realized and
net carrying value which are carried at cost are recognised
in the Profit and Loss Statement.
Depreciation methods, estimated useful lives
Depreciation on Property, plant and equipment is provided
when the assets are ready for use on the straight line
method, on a pro rata basis, over the estimated useful
lives of assets, in order to reflect the period over which the
depreciable asset is expected to be used by the Company.
The management estimates the useful lives for the other
fixed assets as follows.
Property,
equipment
Buildings
Computers
plant
and
Useful Life
28 years
2 years
Plant and equipment
2 - 5 years
Furniture and fixtures
Vehicles
5 years
5 years
Office equipment
2 - 5 years
Leasehold land
Leasehold improvements
Lease term ranging from 95-99
years
5 years or the primary period of
lease whichever is less
Based on technical evaluation, the management believes
that the useful lives as given above best represent the
period over which management expects to use these
assets. Hence the useful lives for these assets is different
from the useful lives as prescribed under Part C of schedule
II of the Companies Act, 2013.
The leasehold property on which the investment property
at Mahape is situated is included in fixed assets and
amortised over the lease period.
Depreciation on sale/deduction from property plant and
equipment is provided up to the date preceding the date
of sale, deduction as the case may be. Gains and losses
on disposals are determined by comparing proceeds with
carrying amount. These are included in Statement of Profit
and Loss under ‘Other Income/Other Expenses’.
Depreciation methods, useful lives and residual values
are reviewed periodically at each financial year end and
adjusted prospectively, as change in accounting estimates.
88
2.3 Investment properties
Investment properties are measured initially at cost,
including
initial
transaction costs. Subsequent
recognition, investment properties are stated at cost less
accumulated depreciation and accumulated impairment
loss, if any.
to
The Company depreciates building component of
investment property over 28 years from the date of
original capitalization. The Company, based on technical
assessment made by technical expert and management
estimate, depreciates the building over estimated useful
lives which are different from the useful life prescribed in
Schedule II to the Companies Act, 2013. The management
believes that these estimated useful lives are realistic and
reflect fair approximation of the period over which the
assets are likely to be used.
The leasehold property on which the investment property
at Mahape is situated is included in Fixed Assets and
amortised over the lease period.
The fair value of investment property is disclosed in
the notes. Fair values are determined based on an
annual evaluation performed by an accredited external
independent valuer.
Investment properties are derecognized either when they
have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is
expected from their disposal. The difference between
the net disposal proceeds and the carrying amount of
the asset is recognized in the statement of profit or loss
as exceptional items in the period of derecognition, if the
amount is significant.
2.4 Intangible assets and amortization
Intangible assets are recorded at the consideration paid
for acquisition of such assets and are carried at cost of
acquisition less accumulated amortization and impairment,
if any.
The Company amortized intangible assets over their
estimated useful lives using the straight line method. The
estimated useful lives of intangible assets are as follows:
Intangible assets
Computer Software
Useful Life
1 - 3 years
Research costs are expensed as
incurred. Software
product development costs are expensed as incurred
unless technical and commercial
feasibility of the
project is demonstrated, future economic benefits are
probable, the Company has an intention and ability to
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
complete and use or sell the software and the costs can
be measured reliably. The costs which can be capitalized
include the cost of material, direct labor, overhead costs
that are directly attributable to preparing the asset for
its intended use. Research and development costs and
software development costs incurred under contractual
arrangements with customers are accounted as expenses
in the Statement of Profit and Loss.
2.5 Impairment of non-financial assets
At each Balance Sheet date, the Company assesses whether
there is any indication that an asset may be impaired. If
any such indication exists, management estimates the
recoverable amount. Recoverable amount is higher of an
asset’s net selling price and value in use. Value in use is
the present value of estimated future cash flows expected
to arise from the continuing use of an asset and from its
disposal at the end of its useful life. If the carrying amount
of the asset exceeds its recoverable amount, an impairment
loss is recognized in the Profit and Loss Statement to the
extent carrying amount exceeds recoverable amount.
Assessment is also done at each Balance sheet date as to
whether there is any indication that an impairment loss
recognized for an asset in prior accounting periods may no
longer exists or may have decreased.
2.6 Leases
As a lessee
Leases in which a significant portion of the risks and rewards
of ownership are not transferred to the Company as a
lessee are classified as operating leases. Payments made
under operating leases (net of any incentives received from
the lesser) are charged to Statement of Profit and Loss on
a straight-line basis over the period of the lease unless the
payments are structured to increase in line with expected
general inflation to compensate for the lessor’s expected
inflationary cost increases.
Also initial direct cost incurred in operating lease such as
commissions, legal fees and internal costs is recognised
immediately in the Statement of Profit and Loss.
Leases of property, plant and equipment where the
Company, as lessee, has substantially all the risks and
rewards of ownership are classified as finance leases.
Finance leases are capitalized at the lease’s inception
at the fair value of the leased property or, if lower, the
present value of the minimum lease payments. Such
assets are disclosed as leased assets under tangible
in accordance with the
assets and are depreciated
Company’s depreciation policy described in note 2.2. The
corresponding rental obligations, net of finance charges,
are included in borrowings or other financial liabilities as
appropriate. Each lease payment is allocated between the
liability and finance cost. The finance cost is charged to
the Statement of Profit and Loss over the lease period so
as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
2.7 Employee benefits
(a) Short-term obligations
The undiscounted amount of short term employee
benefits expected to be paid in exchange for the
services rendered by employees is recognized in the
year during which the employee rendered the services.
These benefits comprise compensated absences such
as paid annual leave and performance incentives.
(b) Other long-term employee benefit obligations
(i) Defined contribution plan
The Company has defined contribution plans for
post employment benefits in the form of provident
fund, employees’ state insurance, labour welfare
fund, pension fund (NPS) and superannuation
fund in India which are administered through
Government of India and/or Life Insurance
Corporation of India (LIC).
(ii) Defined benefit plans
Gratuity: The Company has defined benefit
plans for post employment benefits in the form
of gratuity for its employees in India. The gratuity
scheme of the Company is administered through
Life Insurance Corporation of India (LIC). Liability
for defined benefit plans is provided on the
basis of actuarial valuations, as at the Balance
Sheet date, carried out by an
independent
actuary. The actuarial valuation method used by
independent actuary for measuring the liability is
the projected unit credit method. Actuarial gains
and losses are recognized immediately in the
Other Comprehensive Income (OCI) as income or
expense (net of taxes).
employment
Compensated absences: The employees of the
Company are also entitled for other long-term
benefit in the form of compensated absences as
per the policy of the Company. Leave encashment
vests with employees on an annual basis for
leave balance above the upper limit as per the
Company’s policy. At the time of retirement,
death while in employment or on termination
of
vests
equivalent to salary payable for number of days
of accumulated leave balance subject to an upper
limit as per the Company’s policy. Liability for
such benefit is provided on the basis of actuarial
valuation, as at the Balance Sheet date, carried
out by an independent actuary. The actuarial
valuation method used by independent actuary
for measuring the liability is the projected unit
credit method. Actuarial gains and losses are
encashment
leave
89
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
recognized immediately in the Profit and Loss
Statement as income or expense.
Level 2 — Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
directly or indirectly observable
(c) Share based payments
Stock options granted to employees of the Company
and its subsidiaries (direct and step down) under
the stock option scheme covered by Securities and
Exchange Board of India ( Share based employee
benefits) Regulations, 2014 are accounted using the
fair value method. The fair value of options granted to
its employees is recognised in the statement of profit
and loss on a graded vesting basis over the vesting
period of the option. The fair value of options granted
to the employees of its subsidiaries are accounted as
“Investment in subsidiaries” on a graded vesting basis
over the vesting period of the option.
2.8 Foreign currency transactions
The financial statements are prepared in Indian Rupees. The
Indian Rupee is the functional currency of the Company.
Translation of foreign currency into Indian Rupees has
been carried out as under :
a) Both monetary and non-monetary foreign currency
assets and liabilities including contingent liabilities are
translated at closing exchange rates as at the Balance
Sheet date.
b)
Income and expenditure of transactions are translated
at the rate on the date of transaction.
c) All resulting exchange differences on translation are
taken directly to the Statement of Profit and Loss.
2.9 Fair value measurement
The Company measures financial instruments, such as,
derivatives at fair value at each Balance Sheet date.
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
the
transaction between market participants at
is
measurement date. The fair value measurement
based on the presumption that the transaction to sell
the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or
In the absence of a principal market, in the most
advantageous market for the asset or liability accessible
to the Company.
liabilities
for which
All assets and
is
measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described
as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active
fair value
markets for identical assets or liabilities
90
Level 3 — Valuation techniques for which the lowest level
input that is significant to the fair value measurement is
unobservable
The management determines the policies and procedures
for both recurring fair value measurement and disclosures.
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy as explained above.
2.10 Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily
takes a substantial period of time to get ready for its
intended use or sale are capitalized as part of the cost of
the asset. All other borrowing costs are expensed as finance
cost. Borrowing costs consist of interest and other costs
that an entity incurs in connection with the borrowing of
funds.
2.11 Revenue recognition
Revenue from Operations:
The Company derives revenues primarily from Information
Technology services. Revenue is recognized upon transfer
of control of promised products or services to customers in
an amount that reflects the consideration that the company
expects to receive in exchange for those products or services.
Arrangements with customers for software related
services are either on a time and material or on a fixed-
price or on a fixed-timeframe.
a) Time and material contracts
Revenue on
are
time-and-material
recognized as the related services are performed
and revenue from the end of the last invoicing to the
reporting date is recognized as unbilled revenue.
contracts
b) Fixed-price contracts
Revenue from fixed-price, fixed-timeframe contracts,
where the performance obligations are satisfied
over time and where there is no uncertainty as to
measurement or collectability of consideration, is
recognized as per the percentage-of-completion
method. When there is uncertainty as to measurement
or ultimate collectability, revenue recognition
is
postponed until such uncertainty is resolved. Efforts
or costs expended are used to measure progress
towards completion as there is a direct relationship
between input and productivity.
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
The Company’s revenue is categorized broadly into
the following types:
i)
Support and Maintenance Services
ii) Professional Services
iii) License Fee
i) Support and Maintenance Services:
Support and maintenance are time bound
obligations for the Company to be provided
over the term of the contract and hence
recognized ratably over the term of the contract.
In Contracts for software customization, related
services and maintenance services, the Company
has applied the guidance in Ind AS 115. The
revenue from contracts with customer, by
applying the revenue recognition criteria after
identifying distinct performance obligation. The
arrangements with customers generally meet the
criteria for considering software customization,
development, support and maintenance and
services as distinct performance
related
obligations and income is assigned accordingly.
ii) Professional Services:
The professional services do not significantly
change the base software or its functionalities.
They are considered as a distinct deliverable
and recognized as a separate obligation over the
period of delivery on a percentage completion
basis.
iii) License Fee:
The contracted license fee arises from sale of out of
the box software and is generally accompanied by
an customization implementation contract. Hence
income from both are recognized in proportion to
the work completed for implementation as they
are considered integral part of sale of the product.
Where licensing contracts comes with significant
obligations beyond the implementation period
other than support and maintenance such as
hosting the software and other efforts to be put
in and costs incurred, revenue from such license
is recognized over the licensing period for which
these obligation run.
Revenues recognized in excess of invoicing are
classified as contract assets (which is classified
as unbilled revenue) while invoicing in excess
of revenues are classified as contract liabilities
(which is classified as unearned revenues).
Contract modifications are accounted for when
additions, deletions or changes are approved
either to the contract scope or contract price.
The accounting for modifications of contracts
involves assessing whether the services added to
an existing contract are distinct and whether the
pricing is at the standalone selling price. Services
added that are not distinct are accounted for on
a cumulative catch up basis, while those that are
distinct are accounted for prospectively, either
as a separate contract, if the additional services
are priced at the standalone selling price, or as a
termination of the existing contract and creation
of a new contract if not priced at the standalone
selling price.
The company presents revenues net of indirect
taxes in the Statement of Profit and loss.
2.12 Other Income
Dividend income from investments is recognized when
the right to receive payment is established. Interest
income is recognized on time proportion basis taking into
account the amount outstanding and the applicable rate of
interest. The company also derives Income from letting of
office premises. Rental income is recognized on a straight
line basis over the term of the lease as per the terms of
the base contract or such other systematic method as
considered appropriate. Income from current investments
are recognised periodically based on fare value through
profit and loss (FVTPL) as on reporting date. Retained
gains/losses are recognised on the date on which these
investments are sold.
2.13 Taxes
Tax expense for the year comprises of current tax and
deferred tax. Current tax is measured by the amount of
tax expected to be paid to the taxation authorities on
the taxable profits after considering tax allowances and
exemptions and using applicable tax rates and laws.
(a) Current income tax
Current income tax relating to items recognised
outside profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity).
Current tax items are recognised in correlation to
the underlying transaction either in OCI or directly in
equity. Management periodically evaluates positions
taken in the tax returns with respect to situations
in which applicable tax regulations are subject to
interpretation and establishes provisions where
appropriate.
(b) Deferred tax
Deferred tax is recognized on timing differences
between the accounting income and the taxable
income for the year and quantified using the tax rates
91
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
and tax laws enacted or substantively enacted as
on the Balance Sheet date. Deferred tax assets are
recognized and carried forward to the extent that there
is reasonable certainty that sufficient future taxable
income will be available against which such deferred
tax assets can be realized. Deferred tax assets in
respect of unabsorbed depreciation or carry forward
losses are recognized only to the extent it is probable
and supported by convincing evidence that sufficient
future taxable income will be available against which
such deferred tax assets can be realized. The carrying
amount of deferred tax assets is reviewed at each
balance sheet date for any write down or reversal, as
considered appropriate.
Minimum Alternative Tax (MAT) credit is recognized
as an asset only when and to the extent there is
convincing evidence that the Company will pay normal
income tax during the foreseeable future. Such asset is
reviewed at each balance sheet date and the carrying
amount of the MAT credit asset is written down to the
extent there is no longer convincing evidence to the
effect that the Company will pay normal income tax
during the foreseeable future.
Current tax assets (classified as non-current and
current as stated in 2.1(b) above) and liabilities
are offset when there is a legally enforceable right
to set off the recognized amount and there is an
intention to settle the asset and liability on a net basis.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current
tax assets and liabilities.
2.14 Provisions and contingent liabilities
Provisions are recognized when the Company has a
present legal obligation as a result of past events, and
it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation.
Provisions are determined by the best estimate of the
outflow of economic benefits required to settle the
obligation at the reporting date. When no reliable estimate
can be made, a disclosure is made as a contingent liability.
A disclosure for a contingent liability is also made when
there is a possible obligation or a present obligation that
may, but probably will not, require an outflow of resources.
Provisions are reviewed regularly and are adjusted where
necessary to reflect the current best estimates of the
obligation. Where the Company expects a provision to be
reimbursed, the reimbursement is recognized as a separate
asset, only when such reimbursement is virtually certain.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision due
to the passage of time is recognised as a finance cost.
92
Contingent liabilities are disclosed when there is a possible
obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non occurrence
of one or more uncertain future events not wholly within
the control of the Company or a present obligation that
arises from past events where it is either not probable
that an outflow of resources will be required to settle
or a reliable estimate of the amount cannot be made.
A contingent liability recognised in a business combination
is initially measured at its fair value. Subsequently, it
is measured at the higher of the amount that would be
recognised in accordance with the requirements for
provisions above or the amount initially recognised less,
when appropriate, cumulative amortisation recognised in
accordance with the requirements for revenue recognition.
2.15 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on
hand and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant
risk of changes in value.
For the purpose of the consolidated statement of cash
flows, cash and cash equivalents consist of cash and short-
term deposits, as defined above.
Cash flows are reported using the indirect method, whereby
profit before tax is adjusted for the effect of transactions
of a non-cash nature, any deferrals or accruals of past or
future operating cash receipts or payments and items of
income or expenses associate with investing or financing
cash flows. The cash flows from operating, investing and
financing activities are segregated.
2.16 Financial instruments
All financial instruments are recognised initially at fair value.
Transaction costs that are attributable to the acquisition
of the financial asset (other than financial assets recorded
at fair value through profit or loss) are included in the fair
value of the financial assets. Purchase or sales of financial
assets that require delivery of assets within a time frame
established by regulation or convention in the market place
(regular way trade) are recognised on trade date. While,
loans and borrowings and payables are recognised net of
directly attributable transaction costs.
For the purpose of subsequent measurement, financial
instruments of the Company are classified in the following
categories: non derivative financial assets comprising
amortised cost, debt instruments at fair value through
other comprehensive income (FVTOCI), equity instruments
at FVTOCI or fair value through profit and loss account
(FVTPL), non derivative financial liabilities at amortised
cost or FVTPL and derivative financial instruments (under
the category of financial assets or financial liabilities) at
FVTOCI.
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
The classification of financial instruments depends on
the objective of the business model for which it is held.
Management determines the classification of its financial
instruments at initial recognition.
a) Non-derivative financial assets
(i) Financial assets at amortised cost
A financial asset is measured at amortised cost if
both of the following conditions are met:
(a) the financial asset is held within a business
model whose objective is to hold financial assets
in order to collect contractual cash flows and
(b) the contractual terms of the financial asset
give rise on specified dates to cash flows that are
solely payments of principal and interest (SPPI)
on the principal amount outstanding.
They are presented as current assets, except
for those maturing later than 12 months after
the reporting date which are presented as non-
current assets. Financial assets are measured
initially at fair value plus transaction costs and
subsequently carried at amortized cost using the
effective interest method, less any impairment
loss.
Amortised cost are represented by
trade
receivables, security deposits, cash and cash
equivalents, employee and other advances and
eligible current and non-current assets.
(ii) Debt instruments at FVTOCI
A debt instrument is measured at fair value
through other comprehensive income if both of
the following conditions are met:
(a) the objective of the business model is achieved
by both collecting contractual cash flows and
selling financial assets and
(b) the asset’s contractual cash flow represent
SPPI
instruments
Debt
included within FVTOCI
category are measured initially as well as at each
reporting period at fair value plus transaction
costs. Fair value movements are recognised in
other comprehensive income (OCI). However, the
Company recognises interest income, impairment
losses & reversals and foreign exchange gain/(loss)
in statement of profit and loss. On derecognition
of the asset, cumulative gain or loss previously
recognised in OCI is reclassified from equity to
profit and loss. Interest earned is recognised
under the effective interest rate (EIR) model.
(iii) Equity instruments at FVTOCI
All equity instruments are measured at fair value.
Equity instruments held for trading is classified
as FVTPL. For all other equity instruments, the
Company may make an irrevocable election to
present subsequent changes in the fair value in
OCI. The Company makes such election on an
instrument-by-instrument basis.
If the Company decides to classify an equity
instrument as at FVTOCI, then all fair value
changes on the instrument, excluding dividend
are recognised in OCI which is not subsequently
recycled to statement of profit and loss.
(iv) Financial assets at FVTPL
FVTPL is a residual category for financial assets.
Any financial asset which does not meet the
criteria for categorization as at amortised
cost or as FVTOCI,
is classified as FVTPL.
In addition the Company may elect to designate
the financial asset, which otherwise meets
amortised cost or FVTOCI criteria, as FVTPL if
doing so eliminates or significantly reduces a
measurement or recognition inconsistency. The
Company has not designated any financial asset
as FVTPL. Financial assets included within the
FVTPL category are measured at fair values with
all changes in the statement of profit and loss.
b) Non-derivative financial liabilities
(i) Financial liabilities at amortised cost
Financial liabilities at amortised cost represented
by borrowings, trade and other payables are
initially recognized at fair value, and subsequently
carried at amortized cost using the effective
interest rate method.
(ii) Financial
at
liabilities
FVTPL
Financial liabilities at FVTPL represented by
contingent consideration are measured at fair
value with all changes recognised in the statement
of profit and loss.
(c)
Investment in subsidiaries
Investment in subsidiaries are carried at cost plus
additional fair value of ESOP granted to employees of
subsidiaries net of impairment, if any.
2.17 Contributed equity
Equity shares are classified as equity share capital.
Incremental costs directly attributable to the issue of new
shares are shown in other equity under securities premium
as a deduction, net of tax, from the proceeds.
93
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
2.18 Earnings per share
Basic earnings per share (EPS) are calculated by dividing
the net loss / profit after tax for the year attributable to
equity shareholders by the weighted average number of
equity shares outstanding during the year. Diluted earnings
per share is computed by adjusting the number of shares
used for basic EPS with the weighted average number
of shares that could have been issued on the conversion
of all dilutive potential equity shares. Dilutive potential
equity shares are deemed converted as of the beginning of
the year, unless they have been issued at a later date. The
diluted potential equity shares have been adjusted for the
proceeds receivable had the shares been actually issued at
fair value i.e. average market value of outstanding shares.
The number of shares and potentially dilutive shares are
adjusted for share splits and bonus shares, as appropriate.
In calculating diluted earnings per share, the effects of
anti dilutive potential equity shares are ignored. Potential
equity shares are anti-dilutive when their conversion
to equity shares would increase earnings per share or
decrease loss per share.
2.19 Assets classified as held for sale
The Company classifies non-current assets (or disposal
group) as held for sale if their carrying amounts will be
recovered principally through a sale rather than through
continuing use.
The criteria for held for sale classification is regarded met
only when the assets (or disposal group) is available for
immediate sale in its present condition, subject only to
terms that are usual and customary for sale of such assets
(or disposal group), its sale is highly probable; and it will
genuinely be sold, not abandoned. The Company treats sale
of the asset (or disposal group) to be highly probable when:
The appropriate level of management is committed to a
plan to sell the asset (or disposal group),
An active programmed to locate a buyer and complete
the plan has been initiated (if applicable),
The asset (or disposal group) is being actively marketed
for sale at a price that is reasonable in relation to its
current fair value,
The sale is expected to qualify for recognition as
a completed sale within one year from the date of
classification , and
Actions required to complete the plan indicate that it is
unlikely that significant changes to the plan will be made
or that the plan will be withdrawn.
Non-current assets (or disposal group) held for sale are
measured at the lower of their carrying amount and the
fair value less costs to sell. Assets and liabilities (or disposal
group) classified as held for sale are presented separately
in the Balance Sheet.
94
Property, plant and equipment and intangible assets once
classified as held for sale are not depreciated or amortized.
2.20Rounding off amounts
All amounts disclosed in financial statements and notes
have been rounded off to the nearest lakhs as permitted in
Schedule III of the Act, unless otherwise stated.
3 (a) Ind AS 115
Effective from April 1, 2018, the Company has adopted
Ind AS 115 “Revenue from Contracts with Customers”
using the cumulative effect method, applied to contracts
that were not completed as at April 1, 2018. In accordance
with the cumulative effect method, the comparatives have
not been retrospectively adjusted. The policies in effect
for revenue recognition prior to April 1, 2018 is disclosed
in Note 2.11 under Summary of Significant Accounting
Policies in the financial statements for the year ended
March 31, 2018. The adoption of the standard did not have
any material impact on the financial statements for the
year ended March 31, 2019.
3 (b) Recent accounting pronouncements
On 30 March, 2019, Ministry of Corporate Affairs (‘MCA’)
has notified the Companies (Indian Accounting Standards)
Amendment Rules, 2019 containing Ind AS 116 Leases that
will supersede Ind AS 17 Leases.
The new standard will come into force from 1 April, 2019.
The Company is evaluating the requirements of the new
standard and its effect on the financial statements.
Ind AS 116 requires lessees to recognize assets and
liabilities arising from all leases (except for short-term
leases and leases of low-value assets) in the statement of
financial position. The company will have to capitalise all
assets currently held under operating leases. Operating
lease expenses will be replaced by a depreciation expense
on Right of Use assets recognised and an interest expense
as the implicit interest rate in the lease liabilities unwinds.
for
two
The standard allows
transition methods:
retrospectively for all periods presented, or using a
modified retrospective approach where the cumulative
effect of adoption is recognised at the date of initial
application. The Company is evaluating which of these
transition methods will be adopted.
Also, the notified Companies (Indian Accounting Standards)
Amendment Rules, 2019 amended changes to other Ind AS
standards: Ind AS 103 Business Combinations and Ind AS
111 Joint Operations, Ind AS 109 Financial Instruments, Ind
AS 12 Income Taxes, Ind AS 19 Employee Benefits and Ind
AS 23 Borrowing Costs. These amendments shall come
into effect from 1 April 2019. The Company is evaluating
the impact of these amendments.
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
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95
Company overviewStatutory reportS Financial statements
Particulars
Investment property
5
Gross Block
Opening
Add : Addition during the year
Less : Deductions / adjustments
Closing
Less : Accumulated depreciation
Opening
Add : Depreciation for the year
Less : Deductions / adjustments
Closing
Net block
Information regarding income and expenditure of Investment property
Rental income derived from investment properties (Refer note 39 (c ) (i) )
Operating expenses incurred for generating rental income
Profit arising from investment properties before depreciation and indirect expenses
Less : Depreciation
Profit arising from investment properties before indirect expenses
As at
March 31, 2019
As at
March 31, 2018
1,089
10
-
1,099
339
30
-
369
730
974
249
725
30
695
1,471
262
(644)
1,089
467
42
(170)
339
750
905
62
843
42
801
a)
b)
The Company had two investment properties, one at Mahape and other at Pune at the beginning of financial year 2017-18. The Pune property has been
sold off in the previous financial year and gain of INR 1,063 lakhs was recognised as an exceptional item (Refer note 33).
Most of the Mahape property has been given on rent to one of its step down subsidiary company, Majesco Software and Solutions India Private Ltd,
based on a rental agreement is classified as Investment property. During the year ended March 31, 2019 and March 31, 2018, the Company has earned
rental income of INR 974 lakhs and INR 870 lakhs respectively. (Refer note 39 (c)(i) )
c)
The fair value of the Mahape property as on March 31, 2019 is INR 10,468 lakhs (PY INR 10,377 lakhs) as certified by an independent valuer.
6
Intangible assets
Gross block
Depreciation
Net block
As at
April 1, 2018
Additions/
Adjustments
Deductions/
Adjustments
Computer Software
Total
40
40
-
-
-
-
Assets of
disposal
group
classified
as held
for sale
(40)
As at
March 31, 2019
As at
April 1, 2018
For the
year
Deductions/
Adjustments
-
-
5
5
13
13
-
-
Assets of
disposal
group
classified
as held
for sale
(18)
As at
March 31, 2019
As at
March 31, 2019
As at
March 31, 2018
-
-
-
-
35
35
Gross block
Depreciation
Net block
As at
April 1, 2017
Additions/
Adjustments
Deductions/
Adjustments
As at
March 31, 2018
As at
April 1, 2017
For the
year
Deductions/
Adjustments
As at
March 31, 2018
As at
March 31, 2018
As at
April 1, 2017
0
0
40
40
-
-
40
40
0
0
5
5
-
-
5
5
35
35
0
0
Computer Software
Total
Note:
4.1 Building represent portion of the property in Mahape in own use, let out portion is being classified as Investment property.
4.2 The amount of depreciation mentioned above relates to both Continuing operations and Discontinued operations.
96
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) Particulars
7 Financial assets- non current investments
A.
Investment in subsidiary - quoted
Investments measured at cost
In equity shares - fully paid-up
Majesco
3,01,11,234 (March 31, 2018: 2,55,30,125) equity shares of US$0.002 each - (Refer note
18(b) )
During the year the Company had invested in Majesco (USA) right issue for 45,81,109
shares (Refer note 18).
The above includes fair value of options granted to employees of the subsidiaries and
stepdown subsidiaries INR 2,142 lakhs (INR 1,813 lakhs as at 31 March 2018)-(Refer note
19(A) )
B. Other investments - unquoted
Investments measured at cost
500 , (face value INR 10,000/- each), ( March 31,2018:INR 500 lakhs) Secured Non
Convertible Redeemable REC Capital Gains tax exemption bonds
Total
Aggregate book value of:
Quoted investments
Unquoted investments
Aggregate market value of:
Quoted investments
Aggregate impairment of:
Quoted investments
Unquoted investments
8 Non-current financial assets - loans
Unsecured, considered good
Security deposits
Total
9 Non-current financial assets - others
Balance held with bank as margin money against bank guarantee
Total
10 Income tax assets net
Advance income tax (net of provisions)
Total
As at
March 31, 2019
As at
March 31, 2018
39,934
16,403
50
50
39,984
16,453
39,934
50
16,403
50
1,46,805
84,195
-
-
31
31
-
-
-
-
32
32
-
-
572
572
559
559
97
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) Particulars
As at
March 31, 2019
As at
March 31, 2018
11 Financial assets current - investments
At fair value through profit and loss (fully paid)
Investments in Mutual Funds (Quoted)
Franklin India Short Term Income Plan - Retail Plan - Growth *
Franklin India Low Duration Fund - Growth *
UTI Credit Risk Fund - Regular Growth Plan*
UTI Liquid Cash Plan - Regular Growth Plan
Reliance Liquid Fund - Growth Plan - Growth Option
HDFC Liquid Fund - Regular Plan - Growth
SBI Liquid Fund Regular Growth
ICICI Prudential Liquid Fund - Growth
Kotak Liquid Regular Plan Growth
Aditya Birla Sun Life Liquid Fund - Growth-Regular Plan
L&T Liquid Fund - Regular Growth
Kotak Floater Short Term Fund - Growth
Indiabulls Liquid Fund – Growth
Reliance Quarterly Interval Fund - Growth
UTI Money Market - IP - Growth
SBI Magnum Insta Cash Fund - Liquid Floater - Growth
ICICI Prudential Money Market Fund - Regular - Growth
DHFL Pramerica Liquid Fund - Growth
HSBC Cash Fund - Growth
Aditya Birla Sun Life Savings Fund - Growth
ICICI Prudential Flexible Income Plan - Reg - Growth
HDFC F R I F - STF - WP - Growth
LIC MF Liquid Fund – Growth
Kotak Low Duration Fund – Std –Growth*
UTI Income Opportunities Fund -Growth*
Total
Non current assets classified as held for sale
2,277
2,261
2,186
295
279
235
230
199
125
125
26
-
-
-
-
-
-
-
-
-
-
-
-
-
-
8,238
-
2,091
2,077
-
-
-
-
-
-
-
-
2,553
1,002
2,503
3,062
3,032
2,514
2,504
2,503
1,001
614
614
614
50
2,075
2,071
30,880
*These investments costing INR 6,000 lakhs (March 31, 2018: INR 8,000 lakhs) and fair value INR 6,724 lakhs (March 31, 2018:INR 8314 lakhs) were under
lien with HSBC Bank for stand by documentary credit (SBDC) of US$ 10 million (March 31, 2018:US$ 10 million) given by HSBC Bank, for the term loan
availed by Majesco, USA, subsidiary of the Company. The term loan availed from HSBC has been fully repaid by Majesco US, subsidiary during the current
year and the lien has been removed subsequent to the balance sheet date.
98
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
Face Value
(in INR.)
Number of units
As at
March 31, 2019
As at
March 31, 2018
11.1. Details of investments in Mutual Funds (Quoted) designated
at FVTPL:
Franklin India Short Term Income Plan - Retail Plan - Growth
Franklin India Low Duration Fund - Growth
UTI Credit Risk Fund - Regular Growth Plan
UTI Liquid Cash Plan - Regular Growth Plan
Reliance Liquid Fund - Growth Plan - Growth Option
HDFC Liquid Fund - Regular Plan - Growth
SBI Liquid Fund Regular Growth
ICICI Prudential Liquid Fund - Growth
Kotak Liquid Regular Plan Growth
Aditya Birla Sun Life Liquid Fund - Growth-Regular Plan
L&T Liquid Fund - Regular Growth
Kotak Floater Short Term Fund - Growth
Indiabulls Liquid Fund – Growth
Reliance Quarterly Interval Fund - Growth
UTI Money Market - IP - Growth
SBI Magnum Insta Cash Fund - Liquid Floater - Regular Plan-Growth
ICICI Prudential Money Market Fund - Regular - Growth
DHFL Pramerica InstaCash Fund Plus - Growth
HSBC Cash Fund - Growth
Aditya Birla Sun Life Savings Fund - Growth
ICICI Prudential Flexible Income Plan - Reg - Growth
HDFC F R I F - STF - WP - Growth
LIC MF Liquid Fund – Growth
Kotak Low Duration Fund – Std –Growth
UTI Income Opportunities Fund -Growth
12 Trade receivable
Unsecured (Refer below note)
Considered good
Considered doubtful
Less : Allowance for bad and doubtful debts
Total
1000/-
10/-
10/-
1000/-
1000/-
1000/-
1000/-
100/-
1000/-
100/-
1000/-
1000/-
1000/-
10/-
10/-
1000/-
100/-
100/-
1000/-
100/-
100/-
10/-
1000/-
1000/-
10/-
56,967
56,967
1,04,00,968
1,04,00,968
1,30,66,435
9,684
6,146
6,406
7,884
72,250
3,326
41,727
1,012
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,07,456
35,211
1,48,154
1,28,26,707
1,43,30,480
87,075
10,45,432
11,12,678
58,002
1,79,576
1,84,175
20,28,624
1,603
97,754
1,30,66,435
443
13
(13)
443
Note:- Credit risk is perceived mainly in case of receivables overdue for more than 180 days. The following table gives details of risk concentration in respect
of percentage of receivables overdue for more than 180 days:
Receivables overdue for more than 180 days
Total Receivables
Overdue for more than 180 days as a % of total receivables
Amount provided against receivables overdue for more than 180 days
Movement in expected credit loss allowance :
Opening balance
Movement in expected credit loss allowance
Closing balance
-
-
-
-
-
-
-
13
456
3%
13
88
(75)
13
99
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
13 Cash and cash equivalents
Cash and cash equivalents consists of the following:
Balances with banks in
Current accounts
Total
14 Bank balances other than cash and cash equivalents
In Fixed deposits with maturity of more than 3 months but less than 12 months from balance sheet
date
Restricted (Refer note 14.1)
Others
Total
As at
March 31, 2019
As at
March 31, 2018
9
9
13
13
500
4,000
4,500
500
2,501
3,001
14.1 As at March 31, 2019, fixed deposits of INR 500 lakhs (Previous Year INR 500 lakhs) with Standard Chartered Bank were
under lien for PCFC facility availed by Majesco Software and Solutions India Private Limited, step down subsidiary of the
Company.
15 Current financial assets - others
Interest accrued on fixed deposits
Unbilled revenue considered good
Total
16 Income tax assets
Advance income tax (net)
Total
17 Other current assets
Gratuity fund - excess of fund balance over obligation (Refer note 37 )
Balance with statutory authorities
Advances to suppliers
Advances to employees
Prepaid expenses
Others (Refer below note)
Total
36
-
36
150
150
1
3
104
1
2
248
359
36
301
337
13
13
18
73
28
2
35
248
404
Note: Share of stamp duty INR 248 lakhs,(March 31, 2018 INR 248 lakhs) against demand on Mastek Ltd, by the Office of the Superintendent of Stamps,
Gandhinagar, for implementation of the demerger scheme, paid under protest.
100
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) Particulars
18 Equity share capital
As at
March 31, 2019
As at
March 31, 2018
The Company has only one class of equity share capital having a par value of
INR 5 per share.
Authorized
50,000,000 (March 31, 2018:50,000,000) Equity Shares of INR 5/- each
Total
Issued, subscribed and paid up
28,345,441 (March 31, 2018: 28,122,396) equity shares of INR 5/- each fully paid
Total
2,500
2,500
1,417
1,417
(a) Reconciliation of equity shares outstanding at the beginning and at the end of the year
Outstanding at the beginning of the year
Add : Shares issued on exercise of options
Add : Shares issued under QIP-Refer note (b) below
As at
March 31, 2019
As at
March 31, 2018
No. of shares
2,81,22,396
2,23,045
-
Amount
1,406
11
-
No. of shares
2,33,63,035
3,15,512
44,43,849
Outstanding at the end of the year
2,83,45,441
1,417
2,81,22,396
2,500
2,500
1,406
1,406
Amount
1,168
16
222
1,406
(b)
In the previous year, the Company had issued 44,43,849 Equity shares of INR 5/- each for cash pursuant to qualified institutional
placement (QIP) for inorganic growth, including through overseas subsidiaries and step down subsidiaries, investment in
subsidiaries, repayment and prepayment of debt, working capital and other corporate purpose, as per the relevant provisions
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at INR 520/- per share aggregating to INR
22,527 lakhs including share premium, less issue expenses. This issue was fully subscribed and allotment was completed on
February 1, 2018.
The funds so collected were utilized by the Company for investing in the rights issue of its subsidiary, Majesco, USA. The
Company subscribed to 45,81,109 shares at $ 7.10 per share, the equivalent Rupee value of these investments is INR 23,202
lakhs.
(c) Rights, preferences and restrictions attached to shares:
Equity Shares: The Company has only one class of equity shares having par value of INR 5/- per share. Each shareholder is
entitled to one vote per share held. Dividend if any declared is payable in Indian Rupees.
(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Name of the shareholder
Ashank Desai
Sudhakar Venkatraman Ram
Ketan Mehta
Total
As at
March 31, 2019
As at
March 31, 2018
Number of shares
% of holding in the
class
Number of shares
% of holding in the
class
30,99,552
18,31,763
27,19,361
76,50,676
10.93%
6.46%
9.59%
26.98%
30,99,552
20,81,763
26,19,100
78,00,415
11.02%
7.40%
9.31%
27.73%
(e) No class of shares have been issued as bonus shares or for consideration other than cash by the Company since its incorporation.
(f) Shares reserved for issue under options as at March 31, 2019 and March 31,2018, were 19,43,506 and 22,52,012 respectively
(Refer note 38)
(g) No class of shares have been bought back by the Company during the period of five years immediately preceding the current
year end.
(h)
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets
of the Company in proportion to the number of equity shares held by them.
101
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
19 Other equity
(A) Employee Stock options outstanding account (ESOOA)
(The Employee stock options outstanding account is used to record the fair value of equity-settled share based payment
transactions. The amounts recorded in this account are transferred to share premium upon exercise of stock options. In case
of cancellation of options, corresponding balance is transferred to Retained earnings.)
As at
March 31, 2019
As at
March 31, 2018
Particulars
Opening balance
Add: Employee stock option expense
Add: Fair value of Employee stock options given to employees of subsidaries-Refer note 7(A)
Less:Transferred to securities premium on exercise of stock options
Less: Transferred to retained earnings on cancellation of vested/unvested options
Closing balance
(B) Securities premium
(Amounts received on issue of shares in excess of the par value has been classified as securities premium.)
1,888
203
329
(101)
(24)
2,295
23,595
307
-
101
24,003
1,667
144
450
(242)
(131)
1,888
680
368
22,305
242
23,595
2,806
2,806
2,806
2,806
22,295
1,399
-
(181)
(1)
24
23,536
52,640
382
382
-
18
18
21,002
1,427
3
8
(283)
131
22,295
50,584
354
354
-
52
52
Opening balance
Add : Addition on account of exercise of shares under ESOP
Add : Addition on account of issue of shares under QIP net of issue expenses
Add : Transferred from ESOOA on exercise of stock options
Closing balance
(C) General reserve
(This represents appropriation of profit by the Company)
Opening balance
Closing balance
(D) Retained earnings
(Retained earnings comprise of the Company’s prior years’ undistributed earnings after taxes.)
Opening balance
Add: Net Profit for the current year from continuning operations
Add : Remeasurement gain / (loss) on gratuity plan
Add : Net loss for the current year from discontinued operations
Less: Special dividend including Dividend distribution tax (Refer No. 46)
Add: Transferred from ESOOA on cancellation of vested/unvested options
Closing balance
Total
20 Other non-current financial liabilities
Security deposits (Refer note 39 (D) (iii))
Total
21 Non-current provisions
Provision for employee benefits (Refer note 37(c))
Provision for gratuity (funded)
Provision for leave encashment (unfunded)
Total
102
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
22 Other non-current liabilities
Deferred lease liability (Refer note 39 (D) (iii))
Total
23 Trade payables
Total outstanding dues of micro enterprises and small enterprises*
Total outstanding dues of creditors other than micro enterprises and small enterprises
Total
As at
March 31, 2019
As at
March 31, 2018
5
5
-
68
68
33
33
-
104
104
*Based on the information available with the Company, there are no outstanding dues and payments made to any supplier of goods and services beyond the
specified period under Micro, Small and Medium Enterprises Development Act, 2006 [MSMED Act]. There is no interest payable or paid to any suppliers
under the said Act.
24 Other financial liabilities
Credit balance in bank accounts
Capital creditors
Employee payables
Accrued expenses
Unpaid special dividend
Other payables
Total
25 Other current liabilities
Unearned revenue
Deferred lease liability (Refer note 39 ( D ) (iii) )
Statutory dues payable
Total
26 Current provisions
Provision for employee benefits ( Refer note 37(c))
Provision for leave encashment (unfunded)
Total
Particulars
27 Revenue from operations
Rental income
Total
5
25
72
583
3
-
688
-
28
9
37
6
6
-
46
96
448
3
114
707
26
28
112
166
16
16
Year ended
March 31, 2019
Year ended
March 31, 2018
974
974
905
905
Revenue from the “India Business” which has been contracted to be sold w.e.f April 1, 2019 is considered in discontinued operation
(Refer note 35). The Company proposes to amend its Memorandum of Association to include renting of property as one of its main
103
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) objects and accordingly rental income is considered as revenue from operations.
Particulars
28 Other income
Profit on sale of current investments (net)
Fair valuation adjustments of investments (mutual funds)
Guarantee commission (Refer note 39 (C ) (iii))
Interest income on fixed deposits
Total
29 Employee benefits expense
Salaries, wages, bonus and other allowances
Contribution to provident fund, ESI and other funds (Refer note 37)
Gratuity expenses
Compensated absences expenses
Employee stock option expenses (Refer note 38)
Staff welfare expenses
Total
30 Finance costs
Other finance charges
Total
31 Depreciation and amortization expense
Depreciation on tangible assets (Refer note 4)
Depreciation on investment property (Refer note 5)
Total
Year ended
March 31, 2019
Year ended
March 31, 2018
1,820
250
22
267
2,359
312
18
5
6
201
2
544
28
28
39
30
69
207
442
31
255
935
277
25
1
4
110
1
419
28
28
40
42
82
104
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) Particulars
32 Other expenses
Travelling and conveyance
Professional fees ( Refer Note (a) below)
Hardware and software expenses
Repairs and maintenance
Buildings
Others
Advertisement and publicity
Communication charges
Rates and taxes
Insurance
Electricity
Membership and subscription
Hire Charges
Stock exchange listing fees
CSR expenditure / Donations (Refer note 48)
Miscellaneous expenses
Total
*Note : The following is the break-up of auditors remuneration (exclusive of service tax & GST)
(a) Payment to auditors*
i.
ii.
Statutory audit
Limited review
iii. Audit of Consolidated financial statements.
iv. Other matters- certification fees
Total
* Includes fees INR 11 lakhs relating to discontinued operations (Refer note 35)
33 Exceptional items
Demerger expenses - rates and taxes
Profit on sale of investment property
Total
Year ended
March 31, 2019
Year ended
March 31, 2018
40
325
4
243
-
1
-
103
18
-
-
1
10
11
3
759
9
6
9
-
24
-
-
-
30
73
-
26
28
9
10
58
13
1
1
-
9
7
23
290
9
6
6
1
22
10
(1,063)
(1,053)
(a)
In the previous year, the Company has recognised a net profit of INR 1,063 lakhs on sale of investment property. The Company
had entered into a deed of assignment on August 1, 2017 for assignment of all its rights, title and interest in relation to the
property located at Pune, Maharashtra in favour of the buyer for a total consideration of INR 1,559 lakhs. The said transaction
was completed on August 1, 2017.
(b) During an earlier year, the Company has provided INR 225 lakhs on account of share of stamp duty against demand raised on
Mastek Limited by the Office of the Superintendent of Stamps, Gandhinagar, Gujarat, for implementation of the demerger
scheme and while making the payment, an additional cost of INR 10 lakhs has been accrued during the year ended March 31,
105
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
2018.
Particulars
34 Income Tax
(a) Deferred tax relates to the following:
Deferred tax assets
On property, plant and equipment
On provision for employee benefits
On deductions u/s 35DD of Income Tax Act, 1961
On provision for doubtful debts
Deferred tax liabilities
On fair valuation gain/(loss) on current investments
On property, plant and equipment
On others
Deferred tax asset / (liability), net
Cumulative MAT credit not recognised as at the balance sheet date.(Refer note 2.13(b))
(b) Reconciliation of deferred tax assets/ (liabilities) (net):
Opening balance
Tax (liability)/asset recognized in Statement of Profit and Loss
Tax liability recognized in OCI :
On re-measurement gain /(loss) of post-employment benefit obligations
Reclassified under dispoal group held for sale
Closing balance
(c) Deferred tax assets / (liabilities) recognized in Statement of Profit and Loss
Tax liability
Tax asset
(d)
Income tax expense - Continuing operations (A)
Current tax
Deferred tax charge / (income)
Total
Income tax expense - Discontinued operations (B)
Current tax
Deferred tax charge / (income)
Total
Total tax expenses (A+B)
(e) Reconciliation of tax charge
Profit before tax (continuing and discontinued operations)
Statutory Income Tax Rate
Income tax expense on the same at tax rates applicable
106
As at
March 31, 2019
As at
March 31, 2018
-
7
37
-
44
214
9
3
225
(181)
382
35
(93)
1
(124)
(181)
(115)
23
(93)
452
82
534
(54)
9
(45)
489
87
19
63
4
174
137
-
1
138
35
382
276
(238)
(3)
-
35
(238)
-
(238)
409
238
647
2
-
2
649
1,706
29.12%
497
2,083
28.87%
601
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
Tax effects of :
Effect of deferred tax created at different rates
Impact of different tax rates on capital gain
Items not deductible for tax purposes
MAT credit not recognised
Effect of income to be assessed at different tax rates
Expenses disallowed
Short term capital gain setoff against carry forward capital losses
ESOP expenses not considered for income tax
Prior year tax credits
Impact of lower effective tax rates on rental income
Income tax expense
As at
March 31, 2019
As at
March 31, 2018
(2)
70
-
21
-
-
-
4
(101)
489
-
(134)
-
242
22
(28)
(11)
40
(13)
(70)
649
35 In order to achieve the twin objective of consolidation of entire Insurance Software and Products Business under Majesco,
USA, subsidiary of the Company and to ensure greater operational synergies, Management of the Company has proposed to
sell, transfer and dispose off, as a going concern and on a slump sale basis, the Company’s India Insurance Products & Services
Business (“India Business”), together with the use of all the licences, permits, consents and approvals whatsoever, and all
related assets (excluding all immovable assets) and liabilities together with employees, to Majesco Software and Solutions
India Private Limited, (MSSIPL) a step-down subsidiary which is a wholly owned step-down subsidary of Majesco, USA, for
a lump sum consideration of INR 2,437 lakhs on basis of Valuation Report obtained from an independent valuer, subject to
certain adjustments at or after closing, as agreed between the Company and MSSIPL, with effect from April 1, 2019.
This has been approved by the Board of Directors at their meeting held on March 16, 2019 and approval of shareholders
was thereafter obtained on April 30, 2019. The Board of Directors of MSSIPL has also given the approval to the proposed
transaction and the Business Transfer Agreement was signed as on April 1, 2019.
The Company has classified the transactions and balances of the “India Business” as discontinued operations in these financial
statements as required under Ind AS 105 Non-current assets held for sale and discontinued operations. Transactions for the
year ended March 31, 2018 has also been shown as discontinued operations for comparative purpose.
A. Profit and loss from Discontinued operations
Particulars
Discontinued operations
Income
Revenue from operations
Information technology services
Other income,net
Total income
Expenses
Employee benefits expense
Salaries, wages, bonus and other allowances
Contribution to Provident Fund, ESI and other funds
Gratuity Expenses
Compensated absences expenses
Employee stock option scheme compensation (Refer note 38)
Staff welfare expenses
Year ended
March 31, 2019
Year ended
March 31, 2018
1,935
-
1,935
935
45
8
11
2
17
1,999
18
2,017
975
39
12
8
34
28
1,018
1,095
107
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
Depreciation and amortization expense
Depreciation on tangible assets
Amortization of intangible assets
Other expenses
Travelling and conveyance
Consultancy and sub-contracting charges (Refer note 39 ( C) (ii) )
Professional fees (includes Payment to auditors INR 11 : Previous year INR 10)
Hardware and software expenses
Repairs and maintenance
Advertisement and publicity
Communication charges
Recruitment and training expenses
Rates and taxes
Insurance
Electricity
Membership and subscription
Provision/(reversal) for doubtful debts , net
Bad debts written off
Printing and stationery
Hire Charges
Miscellaneous expenses
Total expenses
Profit / (Loss) before tax
Income tax expense
Current tax
Deferred tax
Total income tax expense
Profit / (Loss) for the year from discontinued operations
Other comprehensive income / (loss)
Items that will not be reclassified to profit or loss
Remeasurement gains losses on gratuity plan
Tax on remeasurement losses on gratuity plan
Other comprehensive Income / (loss) for the year from discontinued operations
Total comprehensive Income / (loss) from discontined operations for the year
108
Year ended
March 31, 2019
Year ended
March 31, 2018
60
13
73
22
858
33
68
26
2
1
3
1
28
1
21
1
3
3
1,071
2,162
(227)
(54)
9
(45)
(182)
(1)
0
(1)
(183)
23
5
28
21
740
42
-
75
-
-
3
3
2
23
-
(75)
45
-
4
2
885
2,009
8
2
-
2
6
9
(2)
7
13
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
B.
Carrying amounts of the total assets to be disposed and the total liabilities to be settled as at March 31,
2019
Particulars
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
Deferred tax assets (net)
Total non-current assets
Current assets
Financial assets
Trade receivables
Other assets
Other current assets
Total current assets
Total assets
Liabilities
Non-current liabilities
Financial liabilities
Provisions
Total non-current liabilities
Current liabilities
Financial liabilities
Trade payables
a)Dues of micro enterprises and small enterprises
b)Dues of creditors other than micro enterprises and small enterprises
Other financial liabilities
Other current liabilities
Provisions
Total current liabilities
Total liabilities
Net carrying amount of disposal group classified as held for sale
(All amounts in ` Lakhs, unless otherwise stated)
Year ended
March 31, 2019
165
22
124
311
299
215
80
594
905
35
35
-
74
162
34
31
301
336
569
109
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
C.
Cash flow attributable to opearting, investing and financing activities for the year ended March 31, 2019
Particulars
a. Net cash flows from operating activities
b. Net cash flow used in investing activities
c. Net cash flow from financing activities
36 Earnings per share
(All amounts in ` Lakhs, unless otherwise stated)
Year ended
March 31, 2019
Year ended
March 31, 2018
89
(60)
-
(75)
(260)
-
Basic earnings per share amounts are calculated by dividing the profit/loss for the year attributable to equity holders by the
weighted average number of equity shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the profit/loss attributable to equity holders after adjusting by
the weighted average number of equity shares outstanding during the year plus the effect of dilutive potential equity shares
arising from outstanding stock options
The components of basic and diluted earnings per share for total operations are as follows:
Particulars
(a) Net profit attributable to equity shareholders
(All amounts in ` Lakhs, unless otherwise stated)
As at
March 31, 2019
As at
March 31, 2018
1,217
1,434
(b) Weighted average number of outstanding equity shares considered for basic EPS
2,82,28,356
2,42,30,766
Add : Effect of dilutive potential equity shares arising from outstanding employee stock
options
11,99,055
12,91,023
Number of shares considered for diluted EPS
2,94,27,411
2,55,21,789
(c)
Earnings per share (Face value per share INR 5/- each(Previous year INR 5/- each)
Basic (INR)
Diluted (INR)
4.31
4.14
5.92
5.62
* The weighted average number of shares takes into account the weighted average effect of changes arising from issue of new shares and
ESOP transactions during the year.
Out of the above:
(i)
Earnings per share (face value per share INR 5/- each) attributable to Continuing operations
Basic (INR)
Diluted (INR)
(ii) Earnings per share (face value per share INR 5/- each) attributable to Discontinued
operations
Basic (INR)
Diluted (INR)
4.95
4.76
(0.64)
(0.62)
5.89
5.59
0.03
0.03
110
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
37 Employee benefits
(A) Defined contribution plans
During the year, the company has recognized the following amounts in the Statement of Profit
and Loss (Refer note 29 and 35)
Contribution to provident fund
Contribution to superannuation fund
Contribution to national pension scheme
Contribution to employees' deposit linked insurance
Total
(B) Defined benefit plans - Gratuity
As at
March 31, 2019
As at
March 31, 2018
42
12
8
1
63
44
11
8
1
64
Liability for employee defined benefits plan has been determined by an Actuary, appointed for the purpose, in conformity
with the principles set out in the Indian Accounting Standard -19 the details of which are as under. The liability is fully funded
through and approved trust with Life Insurance Corporation of India.
i)
Actuarial assumptions
Discount rate (per annum)
Rate of increase in salary
Expected average remaining working lives of employees (years)
Attrition rate ( across various age groups)
Expected rate of return on plan assets
ii)
Changes in the present value of defined benefit obligation
Present value of obligation at the beginning of the year
Current service cost
Past service cost
Interest on defined benefit obligation
Actuarial (gain)/ loss on obligations
Benefits paid
Present value of obligation at the end of the year
iii)
Change in fair value of assets
Fair value of plan assets - opening
Expected return on plan assets
Remeasurement due to; actual return on planned assets less expected interest on planned
assets
Employer's contribution
Benefits paid
Fair value of plan assets - closing
iv)
Expense recognized as Employee benefits expense in the Statement of Profit and Loss
Current service cost
Interest on net defined benefit liability / (asset)
Total
7.30%
7.00%
25.43
0 - 22%
7.50%
7.75%
7.00%
26.96
0 - 22%
7.50%
105
15
-
8
(1)
(9)
118
124
9
(2)
-
(9)
122
15
(2)
13
96
15
-
7
(13)
-
105
109
8
1
6
-
124
15
(2)
13
111
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
As at
March 31, 2019
As at
March 31, 2018
v)
Expense / (income) recognized as OCI in the Statement of Profit and Loss
Remeasurements during the year due to:
Changes in financial assumptions
Changes in demographic assumptions
Experience adjustments
Actual return on plan assets less expected interest on plan assets
Adjustment to recognize the effect of asset ceiling
Total
vi)
Assets and liabilities recognized in the Balance Sheet:
Present value of funded defined benefit obligation - opening
Fair value of plan assets
Net liability/ ( asset ) recognized in Balance Sheet
Included in Other current assets (Refer note 17 and 35)
vii)
Expected contribution to the fund in the next year
viii)
Sensitivity Analysis
4
(0)
(5)
3
(0)
2
118
(122)
(4)
(4)
10
(3)
(1)
(9)
(1)
1
(13)
105
(123)
(18)
(18)
10
Gratuity is a lump sum plan and the cost of providing these benefits is typically less sensitive to small changes in demographic assumptions.
The key actuarial assumptions to which the benefit obligation results are particularly sensitive to are discount rate and future escalation
rate. A quantitative sensitivity analysis for significant assumptions is furnished below :
Impact on defined benefit obligation
Discount rate
0.5% increase
0.5% decrease
Rate of increase in salary
0.5% increase
0.5% decrease
ix)
Maturity profile of defined benefit obligations
Year
Apr 2018- Mar 2019
Apr 2019- Mar 2020
Apr 2020- Mar 2021
Apr 2021- Mar 2022
Apr 2022- Mar 2023
Apr 2023- Mar 2024
Apr 2024 onwards
112
(4.12)%
4.45%
4.45%
(4.15)%
-
27
5
5
5
4
(4.27)%
4.63%
4.64%
(4.32)%
16
15
5
5
5
4
219
211
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) Particulars
(C) Defined benefit plans - leave encashment
i) Assets and liabilities recognized in the Balance Sheet:
Opening Balance
Charged during the year (Refer note 29 and 35)
Amount paid during the year
Net liability recognised in Balance Sheet
Included in non-current provision (Refer note 21 and 35)
Included in current provision (Refer note 26 and 35)
Note: The information given above relate to both the continuing operations and discontinued operations.
As at
March 31, 2019
As at
March 31, 2018
68
17
(14)
71
53
18
66
12
(10)
68
52
16
38 Employee Stock Option Scheme
(a) Nature and extent of employee stock option scheme that existed during the year:
Plan I
The Company introduced the employee stock option scheme as a part of the scheme of arrangement, approved by the Hon’ble
High Court of Gujarat and Hon’ble High Court of Bombay. On the date of demerger all employees of Mastek who were having
options of Mastek Limited were granted equal number of options of the Company.
The Company introduced the scheme for granting up to 8,000,000 stock options to the employees, each option representing
one equity share of the Company. The exercise price is to be determined by the Nomination and Remuneration Committee
(“Committee”) and such price may be the face value of the share from time to time or may be the market price or any other
price as may be decided by the Committee and will be governed by the Securities and Exchange Board of India (SEBI) (Share
based employee benefits) Regulations, 2014. The first vesting of the stock options shall happen only on completion of one year
from the date of grant and the options are exercisable within seven years from the date of vesting.
The Company has granted employee stock options to its employees and also to employees of its direct and indirect
subsidiaries. As per the demerger scheme of Mastek employees of Mastek Limited who were having options of Mastek on
date of demerger were granted equal number of options of the Company. These options are mostly granted at the market
price on the date of grant. As per the SEBI guidelines, the excess of market price of the underlying equity shares as of the
date of the grant of the options over the exercise price of the option were recognised and amortised on a straight line
basis over the vesting period in the previous GAAP. On the date of transition to Ind-AS i.e. 1 April,2016, the Company
carried out a fair valuation of all the unvested options as on that date and debited Retained earnings by INR 214 lakhs and
INR 30 lakhs on account of options relating to employees of Mastek Limited and the Company respectively with a credit
to the employee stock option outstanding account considering the same as equivalent to cost of employee stock option
granted by Mastek Limited to employees of Majesco Group as per the said scheme of demerger since the management
of the Company does not expect a separate recovery of the same amount from Mastek Limited or recovery from the
Company by Mastek Limited. Accordingly no further adjustments for fair value have been made in respect of these options.
The fair value of the unvested options relating to the employees of its subsidiaries and step down subsidiaries amounting to
INR 677 lakhs was debited to Investment in subsidiary account with the corresponding credit to the employee stock options
outstanding account as part of the Ind AS transition adjustment.
For the year ended March 31, 2019 and March 31, 2018 the fair value of the options both vested and unvested options granted
to the employees of the Company was determined and the incremental amount of INR 203 lakhs and INR 144 lakhs respectively
were charged to the employee benefit expense with a corresponding credit to Employee stock options outstanding account.
For the year ended March 31, 2019 and March 31, 2018 similar amount relating to employees of its subsidiaries and step
down subsidiaries amounting to INR 329 lakhs and INR 450 lakhs respectively was debited to the Investment in subsidiary
account with the corresponding credit to Employee stock options outstanding account.
113
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options
during the year
Particulars
As at
March 31, 2019
As at
March 31, 2018
Number
WAEP (INR)
Number
WAEP (INR)
Options outstanding at beginning of the year
22,52,012
193
23,98,300
Add:
Options granted during the year
54,000
218
3,47,000
Less:
Options exercised during the year
Options lapsed during the year
Options cancelled during the year
Options outstanding at the end of the year
Options exercisable at the end of the year
2,23,045
11,377
1,28,084
19,43,506
15,13,502
142
120
370
188
3,15,512
70,651
1,07,125
22,52,012
13,55,487
190
206
122
160
390
193
The fair value of each option is estimated on the date of grant using the Black Scholes model. The following tables list the
inputs used on the date of grant for the years ended:
Particulars
Dividend yield (%)
Risk free interest rate (%)
Expected life of share options (years)
Expected volatility (%)
Weighted average share price (INR)
(b)
Stock options exercised during the year :
Number of options exercised during the year
Weighted average share price at the date of exercise (INR)
As at
March 31, 2019
As at
March 31, 2018
0%
7.20%
5 years
34.00%
507
0%
6.98%
6 years
48.59%
378
2,23,045
3,15,512
142
122
(c) For stock options outstanding at the end of the year, the range of exercise prices and weighted average remaining
contractual life (vesting period and exercise period)
Particulars
As at March 31, 2019
Range of exercise price (INR)
5-100
101-200
Above 200
As at March 31, 2018
Range of exercise price (INR)
5-100
101-200
Above 200
Options Outstanding
Weighted Average Exercise
Price (INR)
Weighted Average remaining
Contractual Life (years)
7,25,160
4,48,318
7,70,028
7,86,343
5,82,174
8,83,495
53
118
357
57
121
361
4.30
4.62
6.57
5.17
5.39
7.34
114
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
As at
March 31, 2019
As at
March 31, 2018
(d) Information on stock options granted during the year :
Number of options granted during the year
54,000
3,47,000
Option pricing model used
Weighted average share price (INR)
Exercise price (INR)
Expected volatility (%)
Option life (vesting period and exercise period)
Dividend yield (%)
Risk free interest rate (%)
Black-Scholes option-pricing model
507
218
34.00%
5 years
0%
7.20%
378
206
48.59%
6 years
0%
6.98%
1,888
144
(e) Effect of share-based payment plan on the Balance Sheet and Profit and Loss Statement :
Employee stock options outstanding account (Refer note 19)
Employee stock compensation expenses (Refer note 29 and 35)
2,295
203
Note: The information given above relate to both the continuing operations and the discontinued operations.
39 Related Party Disclosures
(A) Names of related parties and description of relationship as identified and certified by the Company as at
March 31, 2019
Name of the Related Party
Majesco
Majesco Software and Solutions Inc.
Majesco (UK) Ltd.
Majesco Software And Solutions India Private Ltd.
Majesco Canada Ltd.
Majesco Sdn Bhd.
Majesco (Thailand) Co. Ltd. (Liquidated w.e.f. January 29, 2019)
Majesco Asia Pacific Pte Ltd.
Country
USA
USA
Relationship
Subsidiary
Step down subsidiary
United Kingdom Step down subsidiary
India
Canada
Malaysia
Thailand
Step down subsidiary
Step down subsidiary
Step down subsidiary
Step down subsidiary
Singapore
Step down subsidiary
Cover-All Systems Inc. (Merged with Majesco Software and Solutions Inc. w.e.f 01 Jan, 2019)
USA
Step down subsidiary
Exaxe Holding Limited (Acquired w.e.f. November 26, 2018)
Exaxe Limited (Acquired w.e.f. November 26, 2018)
Ireland
Ireland
Step down subsidiary
Step down subsidiary
1
2
3
4
5
6
7
8
9
10
11
(B) Other related parties with whom the Company had transactions during the year
List of Key management personnel:
Farid Kazani (Managing Director & Group CFO)
Radhakrishnan Sundar (Executive Director)
Kunal Karan (Chief Financial Officer)
Nishant Shirke (Company Secretary) (resigned w.e.f. April 17, 2018)
Varika Rastogi (Company Secretary) (appointed w.e.f. May14, 2018)
115
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
As at
March 31, 2019
As at
March 31, 2018
(C)
i.
Details of transactions with related party in the ordinary course of business:
Rental income (Refer note 27)
Majesco Software and Solutions India Private Ltd.
ii.
Consultancy and sub-contracting charges (Refer note 35 )
Majesco Software and Solutions India Private Ltd.
iii. Guarantee commission (Refer note 28 )
Majesco
iv.
Reimbursable / other expenses recovered
Majesco
Majesco Software and Solutions Inc.
Majesco (UK) Ltd.
Majesco Software and Solutions India Private Ltd.
Majesco Canada Limited
Majesco Sdn Bhd
Coverall Systems Inc
Majesco Asia Pacific Pte Ltd.
v.
Remuneration to key management personnel
Farid Kazani
Radhakrishnan Sundar
Kunal Karan
Nishant Shirke
Varika Rastogi
945
854
22
47
46
10
406
6
12
27
5
135
24
44
1
21
vii.
Investment made in Majesco
23,202
Note: The information given above relate to both the continuing operations and the discontinued operations
vii. Other benefits to key management personnel
870
693
31
24
46
7
214
-
-
-
-
162
27
39
16
-
-
For the year ended 31 March 2019
P r ov i d e n t
Fund
N a t i o n a l
Pension Scheme
Gratuity
Leave
Superannuation
encashment
Share based
benefit
Farid Kazani
Radhakrishnan Sundar
Kunal Karan
Varika Rastogi
Nishant Shirke
5
3
2
1
-
5
-
1
-
-
2
-
1
-
-
4
-
1
-
1
7
-
2
-
-
39
-
-
-
-
For the year ended 31 March 2018
P r ov i d e n t
Fund
N a t i o n a l
Pension Scheme
Gratuity
Leave
Superannuation
encashment
Share based
benefit
Farid Kazani
Radhakrishnan Sundar
Kunal Karan
Nishant Shirke
5
3
2
-
4
-
1
-
1
-
-
-
3
-
1
-
7
-
3
-
48
-
8
2
viii. Consideration received by Company on exercise of options
Farid Kazani
ix. Fair value of vested and unvested options granted to employees of Majesco and step
down subsidiaries debited to the carrying value of investment in Majesco.
Year ended
March 31, 2019
Year ended
March 31, 2018
10
329
94
450
116
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Particulars
(D) Amount due to / from related party
i
Trade payables:
Majesco Software and Solutions India Private Ltd.
ii. Advances received:
Majesco
Majesco Software and Solutions India Private Ltd.
iii. Other liabilities:
Security and other deposits (Refer note 20 )
Majesco Software and Solutions India Private Ltd.
Deferred lease liability (Refer note 22 ,25 )
Majesco Software and Solutions India Private Ltd.
As at
March 31, 2019
As at
March 31, 2018
63
-
4
382
33
63
68
-
352
61
Note: The information given above relate to both the continuing operations and the discontinued operations
(E) Terms and conditions of transactions with related parties
The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.
Outstanding balances at the year-end are unsecured and interest free.
40 Contingent liabilities and commitments
(a) Corporate guarantee secured by lien on mutual funds with initial cost of INR 4,000 lakhs
(2018: by lien against mutual funds with initial cost of INR 8,000 lakhs) given to HSBC India
for Standby Documentary Credit (SBDC) favouring HSBC Bank USA National Association
for extending a term loan to the extent of $ 10 million to Majesco, USA, a subsidiary of the
company (Refer Note 11 and 14)
(b)
Lien marked on fixed deposit of the Company with Standard Chartered Bank for PCFC
granted to step-down subsidiary (Refer note 14)
Total
6,916
6,518
500
500
7,416
7,018
The loan has been completely repaid by Majesco USA and the company is in the process of completing the documentation and
filing the satisfaction of charge with the Registrar of companies.
41 Capital and other commitments
Capital commitments :
Estimated amount of contract remaining to be executed on capital account not
provided for
2
95
42 Segment reporting
As per Ind AS 108 - Operating Segment, if a financial report contains both consolidated financial statements of a parent that
is within the scope of this Ind AS as well as the parent’s separate financial statements, segment information is required only
in the consolidated financial statements. Accordingly, information required to be presented under Ind AS 108 - Operating
Segment has been given in the consolidated financial statements of the Company.
117
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
43 Fair values of financial assets and financial liabilities
The Company’s financial instruments consist primarily of cash and cash equivalents, short term investments in time deposits,
restricted cash, accounts receivables, unbilled accounts receivable, accounts payable, and accrued liabilities. The carrying
amount of cash and cash equivalents, short term investments in time deposits, restricted cash, accounts receivables, unbilled
accounts receivable, accounts payable and accrued liabilities as of the reporting date approximates their fair market value due
to the relatively short period of time of original maturity tenure of these instruments. Classification of the financial assets and
financial liabilities is gievn below:
Fair Value and Carrying Amount
As at March 31, 2019
As at March 31, 2018
FVTPL
FVTOCI
Amortised
Cost
FVTPL
FVTOCI
Amortised
Cost
FINANCIAL ASSETS- NON CURRENT
Investments
Loans
FINANCIAL ASSETS- CURRENT
Investments
Trade receivables
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Other Financial assets
FINANCIAL LIABILITIES- NON CURRENT
Other financial liabilities
FINANCIAL LIABILITIES- CURRENT
Trade payables
Other financial liabilities
-
-
8,238
-
-
-
-
-
-
-
-
-
-
-
-
-
-
39,984
31
-
-
-
-
9
4,500
36
382
68
688
30,880
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,453
32
-
443
13
3,001
337
354
104
707
44 Fair value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
•
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
•
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
No financial assets/liabilities have been valued using level 3 fair value measurements.
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Particulars
Level 1 (Quoted price in active markets)
Investments in mutual funds FVTPL
Level 2 (Based on observable inputs)
As at
March 31, 2019
As at
March 31, 2018
8,238
30,880
Disclosure of fair value of investment property (Refer note 5)
10,468
10,377
118
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
45 Financial risk management objectives and policies
The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk.
The Company’s risk management is coordinated by the Board of Directors and focuses on securing long term and short term
cash flows. The Company does not engage in trading of financial assets for speculative purposes.
(A) Market risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market
prices and rates. We are exposed to market risk primarily due to fluctuations in interest rates as described more fully
below. We do not hold or issue derivative financial instruments for trading or speculative purposes.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily
to the Company’s Investments and bank balances.
Interest rate sensitivity
Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents, other bank
balances and investments. We do not use derivative financial instruments to hedge interest rate exposure. Our cash and
cash equivalents, other bank balances and investments as of March 31, 2019 and March 31, 2018 were INR 12,747 lakhs
and INR 33,894 lakhs respectively. We invest primarily in highly liquid, money market funds and bank fixed deposits.
Because of the short-term nature of the majority of the interest-bearing securities we hold, we believe that a 10%
fluctuation in the interest rates applicable to our cash and cash equivalents and investments would not have a material
effect on our financial condition or results of operations.
(B) Credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash
equivalents, time deposits, and accounts receivables. The Company maintains its cash and cash equivalents, time deposits,
with banks having good reputation, good past track record, and who meet the minimum threshold requirements under
the counterparty risk assessment process, and reviews their credit-worthiness on a periodic basis. Accounts receivables
of the Company are typically unsecured. As there is no independent credit rating of the customer available with the
Company, Management reviews the creditworthiness of customers based on their financial position, past experience and
other factors. The Company performs ongoing credit evaluations of their customers’ financial condition and monitor the
creditworthiness of their customers to which they grant credit terms in the normal course of business.
(C) Liquidity risk
The Company’s current assets aggregate to INR 13,876 lakhs (March 31, 2018 - INR 35,091 lakhs) including current
investments, cash and cash equivalents and bank balances against aggregate current liability of INR 1072 lakhs (March
31, 2018 - INR 993 lakhs) and non current liabilities INR 526 lakhs(March 31, 2018 - INR 439 lakhs) on the reporting date.
While the Company’s total equity stands at INR 54,057 lakhs (March 31, 2018 - INR 51,990 lakhs), it has no borrowings.
Hence liquidity risk or risk that the Company may not be able to settle or meet its obligations as they become due does
not exist.
119
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
46 Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, securities premium and all other
equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to maximize
the shareholder value and to ensure the Company’s ability to continue as a going concern.
For the financial year ended March 31, 2019, the Board of Directors at their meeting held on May 15, 2019 have recommended
a dividend of 30% (INR 1.5/- per equity share of INR 5/- each), subject to the approval of the shareholders in the ensuing
Annual General Meeting of the company.
During the previous year, the Board of Directors of the Company in their meeting held on August 3, 2017 approved the
payment of Special Dividend @ INR 1/- per share (face value INR 5/- per share), to eligible shareholders. Accordingly the
Company has paid INR 235 on account of Special Dividend and INR 48 being tax thereon, during the previous financial year.
This was confirmed by the shareholders of the company at the Annual General Meeting of the company held on August 03,
2018.
The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total
debt comprises of non-current borrowings. The Company manages the capital structure and makes adjustments to it in the
light of changes in economic conditions and the risk characteristics of the underlying assets.
Particulars
Total equity
Total debt
(i)
(ii)
Overall financing
(iii) = (i) + (ii)
Gearing ratio
(ii)/ (iii)
As at
March 31, 2019
As at
March 31, 2018
54,057
51,990
-
54,057
NA
-
51,990
NA
No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2019, 31
March 2018. The details of capital raised during the previous year is given in note18(b).
47 (A) Earnings and expenditure in foreign currency
i)
Earnings in foreign currency
Guarantee commission
ii)
Expenditure in foreign currency
Professional fees
Travelling and conveyance
(B) Unhedged foreign currency balances
22
72
3
31
153
4
Particulars
Currency
As at March 31, 2019
As at March 31, 2018
Foreign currency
in lakhs
INR in lakhs
Foreign currency
in lakhs
INR in lakhs
I.
II.
Assets
Liabilities
Payables
( trade and others financial
liabilities)
Total Liabilities
Unhedged payables
USD
NIL
1
1
1
NIL
69
69
69
NIL
1
1
1
NIL
78
78
78
Note: The information given above relate to both the continuing operations and the discontinued operations.
120
Majesco Annual Report 2018-19Shaping the future of insuranceNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
48 Corporate Social Responsibility Expenditure
As per section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of
its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. A
CSR committee has been formed by the Company as per the Act. The funds were primarily allocated to a corpus and utilized
through the year on these activities which are specified in Schedule VII of the Companies Act, 2013
a) The gross amount required to be spent by the Company during the year is INR 11 lakhs (2018-INR 5 lakhs).
b) The details of the amount spent during the year on CSR activities are as follows :
Particulars
March 31, 2019
March 31, 2018
1. Construction/acquisition of any asset
2. On purpose other than (1) above
-
11
-
-
-
11
-
5
-
-
-
5
In Cash
Yet to be
paid in cash
Total
In Cash
Yet to be
paid in cash
Total
49 Disaggregate revenue information
The table below presents disaggregated revenues from contracts with customers for the year ended March 31,2019 by offerings
and contract-type. The Company believe that this disaggregation best depicts how the nature, amount, timing and uncertainty of
our revenues and cashflows are affected by industry, market and other economic factors.
Particulars
Revenue by offerings-Included under discontinued operations
March 31, 2019
March 31, 2018
License fees
Support and Maintenance
Professional services
Total
Revenues by contract type
Fixed Price Contracts
Time and Materials Contracts
Total
Revenue by offerings-Included under Continuing operations
Rent Income (Based on rates agreed with the customer)
38
1,694
203
1,935
1,278
657
1,935
3
39
1,957
1,999
1,351
648
1,999
974
905
50 Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS as required by Schedule III of
the Act.
The accompanying notes 1 to 50 are an integral part of the financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
121
Company overviewStatutory reportS Financial statementsNotes forming part of the Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Independent Auditors’ Report
To,
The Members,
Majesco Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the accompanying consolidated financial statements of Majesco Limited (“the Company” or “the Holding
Company”) and its subsidiaries (the Company and its subsidiaries together referred to as the “the Group”), which comprise
the consolidated Balance Sheet as at March 31, 2019, and the consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the consolidated Statement of Changes in Equity and the consolidated Statement of Cash Flows
for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind-AS”) and other accounting principles
generally accepted in India, of the consolidated state of affairs of the Group as at March 31,2019, its consolidated profit,
consolidated total comprehensive income, consolidated changes in equity and its consolidated cash flows for the year then
ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for
the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance
with the ethical requirements that are relevant to our audit of the consolidated financial statements in India in terms
of the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the
Companies Act, 2013, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI‘s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter
Auditor’s Response
Accuracy of recognition, measurement, presentation
and disclosures of revenues and other related balances
in view of adoption of Ind AS 115 “Revenue from
Contracts with Customers” (newly introduced revenue
accounting standard). This
includes accuracy of
revenues and critical estimates of onerous obligations
in fixed price contracts.
The application of the new revenue accounting standard
involves certain key judgements relating to identification
of distinct performance obligations, determination of
transaction price of the identified performance obligations
and the appropriateness of the basis used to measure
revenue recognized over a period in respect of long-term
contracts. Additionally, the new revenue accounting
standard contains disclosures which involves collation
of information in respect of disaggregated revenue and
periods over which the remaining performance obligations
will be satisfied subsequent to the balance sheet date.
Principal Audit Procedures
• We assessed the Group’s process to identify the impact of
adoption of the new revenue accounting standard. As the
concerned software are yet to be configured for this change,
some of our work was done offline.
• Our audit approach consisted of testing of the design and
operating effectiveness of the internal controls and substantive
testing as follows:
•
•
Evaluated the design of
implementation of the new revenue accounting standard.
internal controls relating to
Selected a sample of continuing and new contracts, and tested
the operating effectiveness of the internal control, relating
to identification of the distinct performance obligations
and determination of transaction price. We carried out a
combination of procedures involving enquiry and observation,
review of evidence in respect of operation of these controls.
Sl.
No.
1
122
Majesco Annual Report 2018-19Shaping the future of insurance Key Audit Matter
Sl.
No.
Auditor’s Response
•
Selected a sample of continuing and new contracts and
performed the following procedures:
•
•
•
•
•
•
•
Read and analysed the distinct performance obligations
in these contracts identified by the management, to
confirm if they are fair and reasonable.
Samples in respect of revenue recorded for time and
material contracts were tested using a combination of
approved time sheets including customer acceptances,
subsequent invoicing and historical trend of collections
and disputes.
Considered the terms of the contracts to determine the
transaction price including any variable consideration
to verify the transaction price used to compute revenue
and to test the basis of estimation/ judgement of the
variable consideration.
towards
In respect of samples relating to fixed price contracts,
progress
satisfaction of performance
obligation used to compute recorded revenue was
verified using analytical procedures with actual
and estimated efforts from the time recording and
budgeting systems to evaluate their reasonableness.
Selected samples of contracts and performed a review
of changes in efforts incurred with estimated efforts to
identify significant variations and verify whether those
variations have been considered in estimating the
remaining efforts to complete the contract.
Samples of revenues disaggregated by type and service
offerings were tested with the performance obligations
specified in the underlying contracts.
Performed analytical procedures for reasonableness of
revenues disclosed by type and service offerings
Principal Audit Procedures
We assessed management’s accounting under the principles of
IND AS 102-Share Based payments.
We tested the fair value calculations for all new shares granted
during the year and the vesting conditions and assessed the
ongoing fair value of the existing share-based payments. This
included:
•
•
•
•
a review of the share option based on letter of grant;
an assessment of the reasonableness of assumptions around
the likelihood of meeting vesting conditions;
an assessment of the reasonableness of inputs including the
volatility with analysis provided to external experts by the
management;
recalculation of the amounts recognised over the vesting
period.
123
2
The measurement and accounting for share-based
payments
The share awards are measured at the fair value at the
date of the grant and expensed on a straight-line basis
over the vesting period. The judgement of the fair value
and number of awards expected to vest is based on
management estimates. These estimates include the
volatility of the share price and the expected number of
options which will vest
Company overviewStatutory reportS Financial statements
Sl.
No.
3
Key Audit Matter
Auditor’s Response
Fair Value assessment of Trade Receivables
Principal Audit Procedures
Trade receivables comprise a significant portion of the
liquid assets of the Group and serve as security for a
majority of the Group short-term debt.
We assessed the validity of material
long outstanding
receivables by obtaining third-party confirmations of amounts
owing. We also considered payments received subsequent to
year-end, past payment history and unusual patterns to identify
potentially impaired balances.
The assessment of the appropriateness of the allowance for
trade receivables comprised a variety of audit procedures across
the Group including:
• Challenging the appropriateness and reasonableness of the
assumptions applied in the management assessment of the
receivables;
• Consideration of the creditworthiness of significant trade
receivables over 180 days with external confirmations
wherever possible;
• Consideration and concurrence of the agreed payment
terms;
• Verification of receipts from trade receivables subsequent
to year-end;
• Considered the completeness and accuracy of the
disclosures.
We were satisfied that the Group’s trade receivables are fairly
valued and adequately provided against where doubt exists. We
further considered whether the provisions were misstated and
concluded that they were appropriate in all material respects,
and disclosures related to trade receivable in the consolidated
financial statements are appropriate..
Information Other than the Consolidated Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the Other Information. The other information comprises the
Management Discussion and Analysis, Board of Directors’ report including Annexures to the Board of Directors’ report,
Corporate Governance Report, and other information published along with but does not include the consolidated financial
statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we have obtained prior to the date of this auditor’s
report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We
have read and considered the Management Discussion and Analysis, Board of Directors Report, Corporate Governance
Report and have nothing to report.
In respect of other information other than the above which is expected to be made available to us later we shall read and
consider whether there is anything materially inconsistent therein with reference to the consolidated financial statements
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we find any such inconsistency
or misstatement, we shall inform those charged with governance of the Company and describe actions applicable in the
relevant laws and regulations. As these are yet to be approved by the Board of Directors, the same have not been read by us.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation and presentation of these consolidated
financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance,
consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in
accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified
under Section 133 of the Act, read with relevant rules issued thereafter.
124
Majesco Annual Report 2018-19Shaping the future of insurance The respective Board of Directors of the companies included in the Group are responsible for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing
and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error, which have been used for the purpose of presentation of
the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the
Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial
reporting process of the Group.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these Consolidated financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for
expressing our opinion on whether the Company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on
the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the audit of the consolidated financial statements of which we are the independent
auditors. For the other entities included in the consolidated financial statements, which have been audited by other
auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried
out by them. We remain solely responsible for our audit opinion.
125
Company overviewStatutory reportS Financial statements We communicate with those charged with governance of the Company and such other entities included in the consolidated
financial statements of which we are the independent auditors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Other Matters
a) We have audited the standalone financial statements of the Holding company and its step-down subsidiary incorporated
in India prepared under Ind AS in accordance with applicable Standards on Auditing, which have been considered in
these consolidated financial statements.
b) We have audited the special purpose financial statements of four foreign subsidiaries prepared under Ind AS for the
purposes of consolidation which have been considered in these consolidated financial statements. These reflect total
assets of INR 1,32,895 Lakhs and net assets of INR 63,989 lakhs as at March 31, 2019, total revenue of INR 94,100
lakhs, net profit of INR 943 lakhs and net cash flows (increase of INR 14,390 lakhs) for the year ended on that date (all
the above figures before elimination in the consolidated financial statements). These statements are prepared with
reference to the consolidated financial statements of all the subsidiaries prepared by the management under US-GAAP
on which reliance is placed by us for the audit of the special purpose financial statements. We are not the statutory
auditors of these companies.
c) We did not audit the financial statements of five subsidiaries included in the audited consolidated financial statements
referred to above whose financial information reflect total assets of INR 6,096 lakhs and net assets of INR 4,152 lakhs
as at March 31, 2019, total revenue of INR 8,429 lakhs, net profit of INR 944 lakhs and net cash flows (increase) of
INR 787 lakhs for the year ended on that date (all the above figures before elimination in the consolidated financial
statements), which have been considered in these consolidated financial statements. These financial statements have
been audited by other auditors whose reports have been furnished to us by the Management, and our opinion on the
consolidated financial statements in so far as it relates to the amounts and disclosures included in respect of these
subsidiaries (not incorporated in India) is based solely on the reports of the other auditors.
Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below,
is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other
auditors and the financial statements/ financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by section 143(3) of the Act, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid consolidated financial statements.
b)
In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears from our examination of those books and the reports of the
other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including other comprehensive
Income, the Consolidated Statement of Changes in equity and Consolidated Statement of Cash Flows dealt with
by this report are in agreement with the relevant books of account maintained by the Holding company and its
subsidiaries and other relevant records maintained for preparation of the consolidated financial statements.
d)
In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014.
126
Majesco Annual Report 2018-19Shaping the future of insurance
e) On the basis of the written representations received from the directors of the Holding Company as on March 31,
2019, taken on record by the Board of Directors of the Holding Company and the report of the statutory auditors
of its step-down subsidiary company incorporated in India, none of the directors of the Group companies is
disqualified as on March 31, 2019, from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the
operating effectiveness of such controls, refer to our separate report in “Annexure A”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration
paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
Further, based on the report of the statutory auditors of its step-down subsidiary company incorporated in India,
we report that the remuneration paid by such step-down subsidiary company to its directors during the year is in
accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
i.
There was no pending litigations as at the financial year end, Litigation settled during the year has been
disclosed in Note No. 60 of the consolidated financial statements.
ii. Provision has been made in the consolidated financial statements, as required under the applicable law or
Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts. Refer Note 23, 28 and 30 to the consolidated financial statements.
iii.
there were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Holding Company, its step-down subsidiary company incorporated in India.
Place: Navi Mumbai
Date : May 15, 2019
For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Partner
M No. 16043
127
Company overviewStatutory reportS Financial statements
Annexure-A to the Independent Auditors’ Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 referred to in Para 9 of our report for the year ended March 31, 2019.
In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31,
2019, we have audited the internal financial controls over financial reporting of Majesco Limited and one of its subsidiary company
which is a company incorporated in India, as of that date
Management’s Responsibility for Internal Financial Controls
The Respective Board of Directors of the Holding Company and its subsidiary company, which is a company incorporated in India,
are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the
timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute
of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system
over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles including the Indian Accounting Standards specified under Section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended. A company’s internal financial controls over financial reporting
includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, including the Indian Accounting Standards (Ind As) specified under
Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
128
Majesco Annual Report 2018-19Shaping the future of insurance Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that
the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, and to the best of our information and according to the explanations given to us, the Holding Company and its step-
down subsidiary company incorporated in India, have, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019,
based on the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
Place: Navi Mumbai
Date : May 15, 2019
For VARMA & VARMA
Chartered Accountants
FRN 004532S
CHERIAN K BABY
Partner
M No. 16043
129
Company overviewStatutory reportS Financial statements Consolidated Balance Sheet
As at March 31, 2019
Notes
(Amount in INR lakhs, unless otherwise stated)
As at
March 31, 2018
As at
March 31, 2019
ASSETS
Non-current assets
Property, plant and equipment
Capital work-in-progress
Investment property
Goodwill
On consolidation
Others
Other intangible assets
Financial assets
Investments
Loans
Other financial assets
Deferred tax assets (net)
Income tax assets (net)
Other non-current assets
Total non-current assets
Current assets
Financial assets
Investments
Trade receivables
Cash and cash equivalents
Bank balances other than cash and cash equivalents
Loans
Other financial assets
Income tax assets (net)
Other current assets
Total current assets
Total Assets
EQUITY AND LIABILITIES
Equity
Equity share capital
Other equity
Total equity attributable to equity holders of the Company
Non-controlling interests
Total equity
Liabilities
Non-current liabilities
Financial liabilities
Borrowings
Other financial liabilities
Provisions
Other non-current liabilities
Total non-current liabilities
Current liabilities
Financial liabilities
Borrowings
Trade payables
a) Dues of micro enterprises and small enterprises
b) Dues of creditors other than micro enterprises and small enterprises
Other financial liabilities
Other current liabilities
Provisions
Income tax liabilities (net)
Total current liabilities
Total liabilities
Total Equity and Liabilities
Summary of significant accounting policies
Other notes
5
6
6
6
6
7
8
9
39
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
2
41 to 67
3,051
5
-
21,282
3,424
6,071
50
332
633
5,179
769
146
40,942
8,662
11,960
10,986
20,665
-
14,749
150
3,036
70,208
111,150
1,417
66,284
67,701
12,816
80,517
76
2,016
2,747
2,356
7,195
287
-
1,651
12,971
6,400
1,197
932
23,438
30,633
111,150
2,955
24
-
18,892
3,232
488
50
371
65
4,623
604
152
31,456
30,880
12,832
5,976
3,001
9
6,591
65
2,735
62,089
93,545
1,406
52,923
54,329
7,865
62,194
3,414
11
2,192
2,831
8,448
3,429
-
1,596
10,125
6,474
1,244
35
22,903
31,351
93,545
The accompanying notes are an integral part of the consolidated financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
130
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
Majesco Annual Report 2018-19Shaping the future of insurance
Consolidated Statement of Profit and Loss
For the year ended March 31, 2019
(Amount in INR lakhs, unless otherwise stated)
Notes
Year ended
March 31, 2019
Year ended
March 31, 2018
Income
Revenue from operations
Other income, net
Total income
Expenses
Employee benefit expenses
Finance costs
Depreciation and amortization expenses
Other expenses
Total expenses
Profit before exceptional items and tax
Exceptional items - Loss / (gain)
Profit before tax
Income tax expense
Current tax
Deferred tax
Total income tax expense
Profit for the year
Other comprehensive income / (loss)
Items that will be reclassified to profit or loss
(i) Net change in fair value of cash flow hedge
Tax on net change in fair value of cash flow hedge
(ii) Exchange differences on translation of foreign operations
Items that will not be reclassified to profit or loss
Remeasurement gain / (loss) on gratuity plan
Tax on remeasurement gain / (loss) on gratuity plan
Total other comprehensive income for the year
Total comprehensive income for the year
Profit / (loss) for the year attributable to :
Equity shareholders of the Company
Non controlling interests
Other comprehensive income attributable to :
Equity shareholders of the Company
Non controlling interests
Total comprehensive income / (loss) attributable to :
Equity shareholders of the Company
Non controlling interests
Earnings per share
Basic (INR)
Diluted (INR)
Summary of significant accounting policies
Other notes
32
33
34
35
36
37
38
39
40
2
41 to 67
98,810
2,810
101,620
66,107
361
1,961
23,185
91,614
10,006
(274)
10,280
3,415
(309)
3,106
7,174
221
(64)
(53)
104
(129)
38
(91)
13
7,187
5,404
1,770
9
4
5,413
1,774
19.14
18.36
80,604
1,092
81,696
57,284
489
1,785
21,060
80,618
1,078
(1,053)
2,131
2,437
(586)
1,851
280
5
1
532
538
49
(13)
36
574
854
629
(349)
403
171
1,033
(179)
2.60
2.47
The accompanying notes are an integral part of the consolidated financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
131
Company overviewStatutory reportS Financial statements
Consolidated Statement of Changes In Equity
For the year ended March 31, 2019
Equity share capital
(A)
Equity shares of INR 5/- each issued, subscribed and fully paid up
(Amount in INR lakhs, unless otherwise stated)
As at
March 31, 2019
As at
March 31, 2018
No. of shares
Amount
No. of shares
Amount
28,122,396
223,045
28,345,441
1,406
23,363,035
11
4,759,361
1,417
28,122,396
1,168
238
1,406
Opening
Add: Issued during the year
Closing
(B) Other equity
Particulars
Balance as at April 1, 2018
Profit for the year
Other comprehensive income / (loss)
Adjustment for non-controlling interest
Total comprehensive income for the year
Employee stock option scheme expense
Exercise of employee stock options
Right Issues of shares in subsidiary-(Refer note: 59 )
Transfer on exercise of options
Vested/unvested options cancelled during the year
Reclassified from General reserve to Retained earnings
Adjustment for non-controlling interest
Balance as at March 31, 2019
Balance as at April 1, 2017
Profit for the year
Other comprehensive income
Adjustment for non-controlling interest
Total comprehensive income for the year
Employee stock option scheme expense
Exercise of employee stock options
Issue of shares (Refer note 20 (b))
Transfer on exercise of options
Vested/unvested options cancelled during the year
Special dividend including tax
Adjustment for non-controlling interest
Balance as at March 31, 2018
-
-
-
-
-
-
-
-
-
-
-
5,219
5,219
-
-
-
-
-
-
-
-
-
-
-
Capital
reserve
Reserve and surplus
Items of OCI
Employee stock
options outstanding
account
Securities
premium
General
reserve
Retained
earnings
Hedging
reserve
account
Foreign currency
translation
reserve
Total other
equity
5,219
4,316
23,789
4,272
-
-
-
-
2,238
-
-
(101)
(24)
-
-
6,429
-
-
-
-
-
784
7,738
101
-
-
(2,442)
29,970
-
-
-
-
-
-
-
-
-
(284)
-
3,988
15,537
5,405
(91)
27
5,341
-
-
-
-
24
284
(369)
20,817
67
-
157
(47)
110
-
-
-
-
-
-
-
(278)
-
(53)
15
(38)
-
-
-
-
-
-
-
177
(316)
52,923
5,405
12
(4)
5,413
2,238
784
7,738
-
-
-
(2,811)
66,285
3,020
681
4,272
15,538
-
-
-
-
1,669
-
-
(242)
(131)
-
-
-
-
-
-
-
645
22,305
242
-
-
(84)
-
-
-
-
-
-
-
-
-
-
-
629
36
(8)
657
-
-
-
-
131
(283)
(506)
63
-
6
(2)
4
-
-
-
-
-
-
-
(649)
28,145
-
532
(161)
371
-
-
-
-
-
-
-
629
574
(171)
1,033
1,669
645
22,305
-
-
(283)
(590)
5,219
4,316
23,789
4,272
15,537
67
(278)
52,923
The accompanying notes are an integral part of the consolidated financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
132
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
Majesco Annual Report 2018-19Shaping the future of insurance Consolidated Statement of Cash Flows
For the year ended March 31, 2019
Cash flow from operating activities
Profit before exceptional items and tax
Adjustments for:
Depreciation and amortization expenses
Employee stock option expense
Finance costs
Rental income
Interest income on fixed deposits
Income from sale of investments designated as FVTPL (mutual funds)
Fair valuation adjustments of investments designated as FVTPL (mutual funds)
Provision for doubtful debts
Profit on sale of property,plant and equipment
Gain on fair valuation of security deposit (net)
Exceptional items - other expenses
Unrealised foreign exchange loss
(Amount in INR lakhs, unless otherwise stated)
Year ended
March 31, 2019
Year ended
March 31, 2018
10,006
1,961
2,254
361
(6)
(340)
(1,922)
(254)
114
(6)
(15)
-
323
1,078
1,785
1,658
489
(36)
(266)
(233)
(442)
309
(11)
(18)
(10)
90
Operating profit before working capital changes
12,476
4,393
Changes in working capital
Increase in non current financial assets
Decrease in non-current other assets
Decrease/(increase) in trade receivables
Increase in current other financial assets
Increase in other current assets
Decrease in non-current financial liabilities
Decrease in non-current other financial liabilities
Increase in non-current provisions
(Decrease)/increase in non-current liabilities
(Decrease)/increase in trade payables
Increase in current other financial liabilities
(Decrease)/increase in other current liabilities
(Decrease)/increase in current provisions
Cash generated from operations
Income tax paid
Net cash (used in) / generated from operating activities (A)
Cash flow from investing activities
Payment for property, plant and equipment and intangible assets
Payment for investment property
Payment on acquistion of new subsidiary
Proceeds from sale of investments
Proceeds from sale disposal of fixed assets
Purchase of investments (mutual funds) (net)
Net proceeds/(investment in) from fixed deposits
Decrease/(increase) in other deposits
Rental income
Interest income on fixed deposits
Net cash used in investing activities (B)
(243)
6
545
(8,185)
(301)
1,678
-
555
(475)
(20)
2,505
(378)
(105)
8,058
(3,079)
4,979
(3,427)
-
(5,367)
24,394
150
-
(18,174)
-
6
340
(2,078)
(54)
134
(4,841)
(1,006)
(459)
-
(83)
127
16
165
286
960
562
200
(2,476)
(2,276)
(1,289)
(74)
-
1,559
-
(28,446)
4,884
(79)
36
266
(23,143)
133
Company overviewStatutory reportS Financial statements
Consolidated Statement of Cash Flows
For the year ended March 31, 2019
Cash flow from financing activities
Proceeds from issue of equity shares (net)
Proceeds from exercise of share options
Dividend paid
Proceeds / (repayment) from short-term borrowings
Repayment of long term loan (net)
Interest and other finance charges paid
Net cash generated from financing activities (C)
Effect of changes in exchange rates of cash and cash equivalents (D)
Net increase / (decrease) in cash and cash equivalents (A+B+C+D)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents on acquisition of Exaxe Holdings Limited
Cash and cash equivalents at the end of the year
Cash and cash equivalents comprise (Refer note 14)
Balances with banks
Current accounts
EEFC accounts
Fixed deposits with maturity of less than 3 months
Total cash and bank balances at end of the year
Summary of significant accounting policies
Other notes
(Amount in INR lakhs, unless otherwise stated)
Year ended
March 31, 2019
Year ended
March 31, 2018
7,752
784
-
(3,144)
(3,338)
(324)
1,730
166
4,797
5,976
213
10,986
5,128
3,004
2,854
10,986
22,527
661
(283)
1,767
(1,065)
(372)
23,235
289
(1,895)
7,871
-
5,976
5,375
601
-
5,976
2
41 to 67
1.
2.
3.
The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in Ind AS-7 “ Statement of Cash Flows”.
Figures in brackets indicate cash outflow.
Previous year figures have been regrouped or reclassified wherever necessary.
The accompanying notes are an integral part of the consolidated financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
134
Majesco Annual Report 2018-19Shaping the future of insurance 1 General Information
Majesco Limited (the ‘Company’) and its subsidiaries (collectively referred herein under as “”the Group””) are providers of
software solutions for the insurance industry.
The Group offers core software solutions for property and casualty (“P&C”) and life and annuity (“L&A”) providers, allowing
them to manage policy administration, claims management and billing function.
The company is a public limited company incorporated and domiciled in India and has its registered office at Mastek New
Development Centre, MBP-P-136 Mahape, Navi Mumbai, Mumbai-400710, Maharastra, India. The Company has its primary
listings on the BSE Ltd. and National Stock Exchange of India Limited.
The Group has operations in U.S., Canada, U.K., Ireland, India, Malaysia and Singapore and has its offshore software
development centres in India at Mahape and Pune.
The consolidated financial statements were approved for issue by the Board of Directors on May 15, 2019.
The details of subsidiaries including step-down subsidiaries, considered in these consolidated financial statements are:
Name of the Company
Subsidiary
Majesco (Formerly - MajescoMastek)
Step down subsidiaries
Majesco Software and Solutions Inc.
Majesco Canada Ltd.
Cover-All Systems Inc.*
Majesco (UK) Ltd.
Majesco Software And Solutions India Private Ltd.
Majesco Sdn Bhd. (Formerly - Mastek MSC Sdn. Bhd.)
Majesco (Thailand) Co. Ltd. #
(Formerly - Mastek MSC (Thailand) Co. Ltd.)
Majesco Asia Pacific Pte Ltd. (Formerly - Mastek Asia Pacific Pte Ltd.)
Singapore
Exaxe Holding Limited ##
Exaxe Limited ##
Ireland
Ireland
* Merged with Majesco Software and Solutions Inc. w.e.f January 01, 2019.
#
Closed w.e.f. January 29, 2019.
## Acquired w.e.f. October 01, 2018.
Country of
Incorporation
% of effective voting
power held as at
March 31, 2019
% of effective voting
power held as at
March 31, 2018
USA
USA
Canada
USA
United kingdom
India
Malaysia
Thailand
70.28%
69.75%
70.28%
70.28%
70.28%
70.28%
70.28%
70.28%
70.28%
70.28%
63.25%
63.25%
69.75%
69.75%
69.75%
69.75%
69.75%
69.75%
69.75%
69.75%
-
-
2 Summary of Significant Accounting policies
2.1 Basis of preparation and presentation
(a) Statement of Compliance with Ind AS
These consolidated financial statements are prepared
in accordance with Indian Accounting Standards
(Ind AS), under the historical cost convention on the
accrual basis except for certain financial instruments
which are measured at fair values, the provisions of the
Companies Act, 2013 (‘the Act’) (to the extent notified)
and guidelines issued by the Securities and Exchange
Board of India (SEBI). The Ind AS are prescribed
under Section 133 of the Act read with Rule 3 of the
Companies (Indian Accounting Standards) Rules, 2015
and relevant amendment rules issued thereafter.
initially adopted or a revision to an existing accounting
standard requires a change in the accounting policy
hitherto in use.
(b) Basis of measurement
The financial statements have been prepared on a
historical cost convention on accrual basis, except for
the following material items that have been measured
at fair value as required by relevant Ind AS:-
i) Certain financial assets and liabilities measured
at fair value (refer accounting policy 2.15 on
financial instruments)
ii) Share based payment transactions
iii) Derivative financial instruments
Accounting policies have been consistently applied
except where a newly issued accounting standard is
iv) Defined benefit and other long-term employee
benefits
135
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
All assets and liabilities have been classified as current
or non-current as per the Group’s operating cycle
and other criteria set out in the Schedule III to the
Companies Act, 2013. Based on the nature of services
and the time between the rendering of service and
their realization in cash and cash equivalents, the
Group has ascertained its operating cycle as twelve
months for the purpose of current and non-current
classification of assets and liabilities.
(c) Use of estimates
The preparation of financial statements in conformity
with Ind AS requires the management to make
estimate and assumptions that affect the reported
amount of assets and liabilities as at the Balance
Sheet date, reported amount of revenue and expenses
for the year and disclosures of contingent liabilities
as at the Balance Sheet date. The estimates and
assumptions used
in the accompanying financial
statements are based upon the management’s
evaluation of the relevant facts and circumstances
as at the date of the financial statements. Actual
results could differ from these estimates. Estimates
and underlying assumptions are reviewed on a
periodic basis. Revisions to accounting estimates, if
any, are recognised in the year in which the estimates
are revised and in any future years if the revision
effects such periods. Also key sources of estimation
uncertainty is mentioned below:
i)
ii)
lives of property, plant and
Useful
equipment and intangible assets:
As described in the significant accounting policy,
the Group reviews the estimated useful lives of
property, plant and equipment and intangible
assets at the end of each reporting period.
fair value measurements and
The
valuation processes:
Some of the Group’s assets and liabilities are
measured at fair value for financial reporting
purposes. In estimating the fair value of an asset
or liability, the Group uses market-observable
data to the extent it is available. Where level 1
input are not available, the Company engages
third party valuers, where required, to perform
the valuation. Information about the valuation
techniques and inputs, used in determining the
fair value of various assets, liabilities and share
based payments are disclosed in notes to financial
statements.
iii) Actuarial valuation:
The determination of Group’s liability towards
defined benefit obligation to employees
is
made through independent actuarial valuation
including determination of amounts to be
recognized in the statement of profit or loss and
in other comprehensive income. Such valuation
depend upon assumptions determined after
taking into account inflation, seniority, promotion
and other relevant factors such as supply and
demand factors
in the employment market.
Information about such valuation is provided in
notes to financial statements.
2.2 Property, plant and equipment
Property, plant and equipment are stated at cost
of acquisition
less accumulated depreciation and
accumulated impairment losses, if any. Direct costs are
capitalized until the assets are ready for use and include
inward freight, and expenses incidental to acquisition and
installation. Subsequent expenditures related to an item
of property,plant and equipment are added to its book
value only if they increase the future benefits from the
existing asset beyond its previously assessed standard of
performance.
Losses arising from the retirement of, and gains or losses
arising from disposal of property, plant and equipment
measured as the difference between amount realized and
net carrying value which are carried at cost are recognised
in the statement of profit and loss.
Depreciation methods, estimated useful lives
Depreciation on property, plant and equipment is provided
when the assets are ready for use on the straight line
method, on a pro rata basis, over the estimated useful
lives of assets, in order to reflect the period over which the
depreciable asset is expected to be used by the Group. The
management estimates the useful lives for the other fixed
assets as follows.
Property, plant and equipment
Useful Life
Buildings
Computers
Plant and equipment
Furniture and fixtures
Vehicles
Office equipment
Leasehold land
Leasehold improvements
28 years
2 years
2 - 5 years
5 years
5 years
2 - 5 years
Lease term ranging from
95-99 years
5 years or the primary period
of lease whichever is less
Based on technical evaluation, the management believes
that the useful lives as given above best represent the
period over which management expects to use these
assets. Hence the useful lives for these assets is different
from the useful lives as prescribed under Part C of schedule
II of the Companies Act, 2013.
136
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Depreciation on sale/deduction from property plant and
equipment is provided up to the date preceding the date
of sale, deduction as the case may be. Gains and losses
on disposals are determined by comparing proceeds with
carrying amount. These are included in Statement of Profit
and Loss under ‘Other Income/Other Expenses’.
Depreciation methods, useful lives and residual values
are reviewed periodically at each financial year end and
adjusted prospectively, as change in accounting estimates.
2.3 Investment properties
Investment properties are measured initially at cost,
including
initial
transaction costs. Subsequent
recognition, investment properties are stated at cost less
accumulated depreciation and accumulated impairment
loss, if any.
to
The Group depreciates building component of investment
property over 28 years from the date of original
capitalization. The Group, based on technical assessment
made by technical expert and management estimate,
depreciates the building over estimated useful lives which
are different from the useful life prescribed in Schedule
II to the Companies Act, 2013. The management believes
that these estimated useful lives are realistic and reflect
fair approximation of the period over which the assets are
likely to be used.
The fair value of investment property is disclosed in
the notes. Fair values are determined based on an
annual evaluation performed by an accredited external
independent valuer.
Investment properties are derecognized either when they
have been disposed of or when they are permanently
withdrawn from use and no future economic benefit is
expected from their disposal. The difference between
the net disposal proceeds and the carrying amount of the
asset is recognized in the statement of profit or loss as
exceptional items in the period of derecognition. If the
amount is significant.
2.4 Intangible assets and amortization
Intangible assets are recorded at the consideration paid
for acquisition of such assets and are carried at cost of
acquisition less accumulated amortization and impairment,
if any.
The Group amortized intangible assets over their estimated
useful lives using the straight line method. The estimated
useful lives of intangible assets are as follows:
Intangible assets
Computer Software
Technology
Trade Name
Customer relationships
Useful Life
1 - 3 years
5 years
9.7 years
15 years
Research costs are expensed as
incurred. Software
product development costs are expensed as incurred
unless technical and commercial
feasibility of the
project is demonstrated, future economic benefits are
probable, the Company has an intention and ability to
complete and use or sell the software and the costs can
be measured reliably. The costs which can be capitalized
include the cost of material, direct labor, overhead costs
that are directly attributable to preparing the asset for
its intended use. Research and development costs and
software development costs incurred under contractual
arrangements with customers are accounted as expenses
in the Statement of Profit and Loss.
2.5 Foreign Currency Transactions
The consolidated financial statements are prepared in
Indian Rupees. The Indian Rupee is the functional currency
of Majesco Limited. However, U.S. Dollar, Pound Sterling,
Malaysian Ringgits, Thai Baht, Singapore Dollar, Canadian
Dollar and Euro are the functional currencies for its
subsidiaries located in United States of America, United
Kingdom, Malaysia, Thailand, Singapore,Canada and
Ireland respectively. Translation of foreign currency into
Indian Rupees has been carried out as under :
a) Both monetary and non-monetary foreign currency
assets and liabilities including contingent liabilities are
translated at closing exchange rates as at the balance
sheet date.
b)
Income and expenditure of foreign operations are
translated at annual average closing exchange rates.
c) All resulting exchange differences on translation are
taken to reserves under Foreign Currency Translation
Reserve through other comprehensive income until
the disposal of the investment in subsidiaries.
2.6 Fair value measurement
The Company measures financial instruments, such as,
derivatives at fair value at each Balance Sheet date.
Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability
takes place either:
l
l
In the principal market for the asset or liability, or
In the absence of a principal market, in the most
advantageous market for the asset or
liability
accessible to the Company.
137
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
All assets and liabilities for which fair value is measured
or disclosed in the financial statements are categorized
within the fair value hierarchy, described as follows, based
on the lowest level input that is significant to the fair value
measurement as a whole:
l
l
l
Level 1 — Quoted (unadjusted) market prices in active
markets for identical assets or liabilities
Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the
lowest level input that is significant to the fair value
measurement is unobservable
The management determines the policies and procedures
for both recurring fair value measurement and disclosures.
For the purpose of fair value disclosures, the Company has
determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability
and the level of the fair value hierarchy as explained above.
2.7 Revenue recognition
Revenue from Operations:
The Group derives revenues primarily from Information
Technology services and offers core software solutions
for property and casualty (P&C) and life and annuity (L&A)
providers, allowing them to manage policy administration,
claim management and billing functions.
Revenue is recognized upon transfer of control of promised
products or services to customers in an amount that
reflects the consideration that the group expects to receive
in exchange for those products or services.
Arrangements with customers for software related
services are either on a time and material or on a fixed-
price or on a fixed-timeframe.
a) Time and material contracts
Revenue on
are
time-and-material
recognized as the related services are performed
and revenue from the end of the last invoicing to the
reporting date is recognized as unbilled revenue.
contracts
b) Fixed-price contracts
Revenue from fixed-price, fixed-timeframe contracts,
where the performance obligations are satisfied
over time and where there is no uncertainty as to
measurement or collectability of consideration, is
recognized as per the percentage-of-completion
method. When there is uncertainty as to measurement
or ultimate collectability, revenue recognition
is
postponed until such uncertainty is resolved. Efforts
or costs expended are used to measure progress
towards completion as there is a direct relationship
between input and productivity.
138
The Groups revenue is categorized broadly into the
following types:
i)
Professional Services
ii) Cloud Services/ Usage based Subscription
Services
iii) Support and Maintenance Services
iv) License Fee
i) Professional Services:
The professional services do not significantly
change the base software or its functionalities.
They are considered as a distinct deliverable
and recognized as a separate obligation over the
period of delivery on a percentage completion
basis.
ii)
Cloud Services/ Usage based Subscription
Services:
This is a service obligation of the Group over a
period of time and is paid by the customer on
a recurring monthly fee based on the service
being provided. Given that the obligations to
this contract are met on an ongoing basis over
the period of the contract, the Group recognizes
the revenue on a monthly basis based on the
subscriptions earned for the month in which
the services are provided on the minimum
subscription applicable based on the usage of the
customer during that month. In addition to this
the Group estimates any variations to this at the
end of quarter and true up for the variations when
they happen.
iii) Support and Maintenance:
Support and maintenance are time bound
obligations for the Group to be provided over
the term of the contract and hence recognized
ratably over the term of the contract.
In respect of contracts for software customization,
related services and maintenance services,
the Group has applied the guidance in Ind AS
115. Revenue from contracts with customer, by
applying the revenue recognition criteria after
identifying distinct performance obligation. The
arrangements with customers generally meet the
criteria for considering software customization,
development, support and maintenance and
related
services as distinct performance
obligations and income is assigned accordingly.
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
iv) License Fee:
a) For all Licenses sold or delivered prior to
April 01, 2018, Group will continue to fulfill
its obligation towards the non-distinct
support and License arrangements and will
continue to recognize revenue over the
period of the contract. At the end of the term,
if the customer wishes to renew or in case
the customer contracts Group to upgrade to
the current out of the box version, Group will
consider all its obligations under the previous
contract as completed and will recognize the
going forward License revenue at a point of
time in line with the revenue recognition of
all current contracts.
b) For all Licenses handed over to the customer
in 2018-19, sold as out of the box product,
of the License Fees, based on the Groups
estimates a percentage is allocable towards
the ongoing support to be provided towards
maintenance of the base product. Rest of the
contracted license fee and implementation
fee is recognized in proportion to the work
completed
implementation as they
are considered integral part of sale of the
product.
for
c)
d)
the software
In contracts wherein
is
considered to be handed over to the
customer on acceptance of the base product,
the License fees will be recognized for the
entire initial term at a point of time after
transfer to the customer has occurred,
regardless of the payment schedule.
In contracts wherein complex change or roll
out of the software which require extensive
augmentative integration services to the
software to make it ready for the customer
for them to derive any value, the License and
the augmentative integration services will be
treated as combined performance obligation,
and
license revenue will be recognized
together with such professional services
revenue over the implementation period on
a percentage completion method regardless
of the payment schedule.
e) For all variable License Fees contracts, where
the License Fees are structured based on a
usage model, the revenue recognition follows
the same principle that the Group is adopting
for usage-based subscription model included
under the relevant section in this policy.
Revenues in excess of invoicing are classified as contract
assets (which is classified as unbilled revenue) while
invoicing in excess of revenues are classified as contract
liabilities (which is classified as unearned revenues).
Contract modifications are accounted for when additions,
deletions or changes are approved either to the contract
scope or contract price. The accounting for modifications
of contracts involves assessing whether the services added
to an existing contract are distinct and whether the pricing
is at the standalone selling price. Services added that
are not distinct are accounted for on a cumulative catch
up basis, while those that are distinct are accounted for
prospectively, either as a separate contract, if the additional
services are priced at the standalone selling price, or as a
termination of the existing contract and creation of a new
contract if not priced at the standalone selling price.
The Group presents revenues net of indirect taxes in the
Statement of Profit and loss.
Unbilled revenue included in
‘Other current financial
in respect of services
assets’, represents amounts
performed in accordance with contract terms, not yet
billed to customers at the year end. Unearned revenue
included in ‘Other current liabilities’ represents amounts
received/billed in excess of the value of work performed in
accordance with the terms of the contracts with customers.
2.8 Other Income
Dividend income from investments is recognized when
the right to receive payment is established. Interest
income is recognized on time proportion basis taking into
account the amount outstanding and the applicable rate
of interest. Rental income is recognized on a straight line
basis over the term of the lease as per the terms of the base
contract or such other systematic method as considered
appropriate.
investments are
recognised periodically based on fair value through profit
and loss (FVTPL) as on reporting date. Retained gain / loss
are recognised on the date on which these investments are
sold.
from current
Income
2.9 Taxes
Tax expense for the year comprises of current tax and
deferred tax. Current tax is measured by the amount of
tax expected to be paid to the taxation authorities on
the taxable profits after considering tax allowances and
exemptions and using applicable tax rates and laws.
(a) Current income tax
Current income tax relating to items recognised
outside profit or loss is recognised outside profit or loss
(either in other comprehensive income or in equity).
Current tax items are recognised in correlation to
139
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
the underlying transaction either in OCI or directly in
equity. Management periodically evaluates positions
taken in the tax returns with respect to situations
in which applicable tax regulations are subject to
interpretation and establishes provisions where
appropriate.
(b) Deferred tax
Deferred tax is recognized on timing differences
between the accounting income and the taxable
income for the year and quantified using the tax
rates and tax laws enacted or substantively enacted
as on the Balance Sheet date. Deferred tax assets
are recognized and carried forward to the extent it is
probable and supported by convincing evidence that
there is reasonable certainty that sufficient future
taxable income will be available against which such
deferred tax assets can be realized. Deferred tax
assets in respect of unabsorbed depreciation or carry
forward losses are recognized only to the extent there
is virtual certainty supported by convincing evidence
that sufficient future taxable income will be available
against which such deferred tax assets can be realized.
The carrying amount of deferred tax assets is reviewed
at each balance sheet date for any write down or
reversal, as considered appropriate.
Minimum Alternative Tax (MAT) credit is recognized
as an asset only when and to the extent there is
convincing evidence that the Company will pay normal
income tax during the foreseeable future. Such asset is
reviewed at each balance sheet date and the carrying
amount of the MAT credit asset is written down to the
extent there is no longer convincing evidence to the
effect that the Company will pay normal income tax
during the foreseeable future.
Current tax assets (classified as non-current and
current as stated in 2.1(b) above) and liabilities are
offset when there is a legally enforceable right to set
off the recognized amount and there is an intention to
settle the asset and liability on a net basis.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current
tax assets and liabilities.
2.10 Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily
takes a substantial period of time to get ready for its
intended use or sale are capitalised as part of the cost of the
asset. All other borrowing costs are expensed in the period
in which they occur. Borrowing costs consist of interest
140
and other costs that an entity incurs in connection with the
borrowing of funds. Borrowing cost also includes exchange
differences to the extent regarded as an adjustment to the
borrowing costs.
2.11 Leases
As a lessee
Leases in which a significant portion of the risks and rewards
of ownership are not transferred to the Company as a
lessee are classified as operating leases. Payments made
under operating leases (net of any incentives received from
the lesser) are charged to Statement of Profit and Loss on
a straight-line basis over the period of the lease unless the
payments are structured to increase in line with expected
general inflation to compensate for the lessor’s expected
inflationary cost increases.
Also initial direct cost incurred in operating lease such as
commissions, legal fees and internal costs is recognised
immediately in the Statement of Profit and Loss.
Leases of property, plant and equipment where the group,
as lessee, has substantially all the risks and rewards of
ownership are classified as finance leases. Finance leases
are capitalized at the lease’s inception at the fair value of
the leased property or, if lower, the present value of the
minimum lease payments. Such assets are disclosed as
leased assets under tangible assets and are depreciated in
accordance with the Group’s depreciation policy described
in note 2.2. The corresponding rental obligations, net
of finance charges, are included in borrowings or other
financial liabilities as appropriate. Each lease payment
is allocated between the liability and finance cost. The
finance cost is charged to the Statement of Profit and Loss
over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for
each period.
2.12 Impairment of non-financial assets
At each Balance Sheet date, the Group assesses whether
there is any indication that an asset may be impaired. If
any such indication exists, management estimates the
recoverable amount. Recoverable amount is higher of an
asset’s net selling price and value in use. Value in use is the
present value of estimated future cash flows expected to
arise from the continuing use of an asset and from its disposal
at the end of the its useful life. If the carrying amount of the
asset exceeds its recoverable amount, an impairment loss
is recognized in the Profit and Loss Statement to the extent
carrying amount exceeds recoverable amount. Assessment
is also done at each Balance sheet date as to whether there
is any indication that an impairment loss recognized for an
asset in prior accounting periods may no longer exists or
may have decreased.
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Goodwill is tested for impairment annually and when
circumstances indicate that the carrying value may be
impaired.
Impairment is determined for goodwill by assessing the
recoverable amount of each Cash Generating Unit (or
group of CGUs) to which the goodwill relates. When the
recoverable amount of the CGU is less than its carrying
amount, an impairment loss is recognised. Impairment
losses relating to goodwill cannot be reversed in future
periods.
Intangible assets with indefinite useful lives are tested for
impairment annually at the CGU level, as appropriate, and
when circumstances indicate that the carrying value may
be impaired.
2.13 Provision and contingent liabilities
Provisions are recognized when the Group has a present
legal obligation as a result of past events, and it is probable
that an outflow of resources embodying economic benefits
will be required to settle the obligation. Provisions
are determined by the best estimate of the outflow of
economic benefits required to settle the obligation at the
reporting date. When no reliable estimate can be made, a
disclosure is made as a contingent liability. A disclosure for
a contingent liability is also made when there is a possible
obligation or a present obligation that may, but probably
will not, require an outflow of resources. Provisions are
reviewed regularly and are adjusted where necessary to
reflect the current best estimates of the obligation. Where
the Company expects a provision to be reimbursed, the
reimbursement is recognized as a separate asset, only
when such reimbursement is virtually certain.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision due
to the passage of time is recognised as a finance cost.
Contingent liabilities are disclosed when there is a possible
obligation arising from past events, the existence of which
will be confirmed only by the occurrence or non occurrence
of one or more uncertain future events not wholly within
the control of the Group or a present obligation that arises
from past events where it is either not probable that an
outflow of resources will be required to settle or a reliable
estimate of the amount cannot be made.
A contingent liability recognised in a business combination
is initially measured at its fair value. Subsequently, it
is measured at the higher of the amount that would be
recognised in accordance with the requirements for
provisions above or the amount initially recognised less,
when appropriate, cumulative amortisation recognised in
accordance with the requirements for revenue recognition.
2.14 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on
hand and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant
risk of changes in value.
For the purpose of the consolidated statement of cash
flows, cash and cash equivalents consist of cash and short-
term deposits, as defined above.
Cash flows are reported using the indirect method, whereby
profit before tax is adjusted for the effect of transactions
of a non-cash nature, any deferrals or accruals of past or
future operating cash receipts or payments and items of
income or expenses associate with investing or financing
cash flows. The cash flows from operating, investing and
financing activities are segregated.
2.15 Financial instruments
All financial instruments are recognised initially at fair value.
Transaction costs that are attributable to the acquisition
of the financial asset (other than financial assets recorded
at fair value through profit or loss) are included in the fair
value of the financial assets. Purchase or sales of financial
assets that require delivery of assets within a time frame
established by regulation or convention in the market place
(regular way trade) are recognised on trade date. While,
loans and borrowings and payables are recognised net of
directly attributable transaction costs.
For the purpose of subsequent measurement, financial
instruments of the Company are classified in the following
categories: non derivative financial assets comprising
amortised cost, debt instruments at fair value through
other comprehensive income (FVTOCI), equity instruments
at FVTOCI or fair value through profit and loss account
(FVTPL), non derivative financial liabilities at amortised
cost or FVTPL and derivative financial instruments (under
the category of financial assets or financial liabilities) at
FVTOCI
The classification of financial instruments depends on
the objective of the business model for which it is held.
Management determines the classification of its financial
instruments at initial recognition.
a) Non-derivative financial assets
(i) Financial assets at amortised cost
A financial asset is measured at amortised cost if
both of the following conditions are met:
(a) the financial asset is held within a business
model whose objective is to hold financial
assets in order to collect contractual cash
flows and
141
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
(b) the contractual terms of the financial asset
give rise on specified dates to cash flows that
are solely payments of principal and interest
(SPPI) on the principal amount outstanding.
They are presented as current assets, except
for those maturing later than 12 months
after the reporting date which are presented
as non-current assets. Financial assets
are measured initially at fair value plus
transaction costs and subsequently carried
at amortized cost using the effective interest
method, less any impairment loss.
Amortised cost are represented by trade
receivables, security deposits, cash and cash
equivalents, employee and other advances
and eligible current and non-current assets.
(ii) Debt instruments at FVTOCI
A debt instrument is measured at fair value
through other comprehensive income if both of
the following conditions are met:
(a) the objective of the business model
is
achieved by both collecting contractual cash
flows and selling financial assets and
(b) the asset’s contractual cash flow represent
SPPI
instruments
Debt
included within FVTOCI
category are measured initially as well as at each
reporting period at fair value plus transaction
costs. Fair value movements are recognised in
other comprehensive income (OCI). However, the
Company recognises interest income, impairment
losses & reversals and foreign exchange gain/(loss)
in statement of profit and loss. On derecognition
of the asset, cumulative gain or loss previously
recognised in OCI is reclassified from equity to
profit and loss. Interest earned is recognised
under the effective interest rate (EIR) model.
(iii) Equity instruments at FVTOCI
All equity instruments are measured at fair value.
Equity instruments held for trading is classified
as FVTPL. For all other equity instruments, the
Company may make an irrevocable election to
present subsequent changes in the fair value in
OCI. The Company makes such election on an
instrument-by-instrument basis.
If the Company decides to classify an equity
instrument as at FVTOCI, then all fair value
changes on the instrument, excluding dividend
are recognised in OCI which is not subsequently
recycled to statement of profit and loss.
(iv) Financial assets at FVTPL
FVTPL is a residual category for financial assets.
Any financial asset which does not meet the
criteria for categorization as at amortised cost or
as FVTOCI, is classified as FVTPL.
In addition the Company may elect to designate
the financial asset, which otherwise meets
amortised cost or FVTOCI criteria, as FVTPL if
doing so eliminates or significantly reduces a
measurement or recognition inconsistency. The
Company has not designated any financial asset
as FVTPL. Financial assets included within the
FVTPL category are measured at fair values with
all changes in the statement of profit and loss.
b) Non-derivative financial liabilities
(i) Financial liabilities at amortised cost
Financial liabilities at amortised cost represented
by borrowings, trade and other payables are
initially recognized at fair value, and subsequently
carried at amortized cost using the effective
interest rate method.
(ii) Financial liabilities at FVTPL
Financial liabilities at FVTPL represented by
contingent consideration are measured at fair
value with all changes recognised in the statement
of profit and loss.
c) Derivative financial instruments
The Company holds derivative financial instruments
such as foreign exchange forward contracts to
mitigate the risk of changes in foreign exchange rates
on foreign currency assets or liabilities and forecasted
cash flows denominated in foreign currencies. The
counterparty for these contracts is generally a bank.
Derivatives are recognized and measured at fair value.
Attributable transaction costs are recognized in the
statement of profit and loss.
(i) Cash flow hedges: Changes in the fair value of
the derivative hedging instrument designated
as a cash flow hedge are recognized in other
comprehensive income and presented within
equity in the cash flow hedging reserve to the
extent that the hedge is effective.
To the extent that the hedge is ineffective, changes
in fair value are recognized in the statement
of profit and loss. If the hedging instrument no
longer meets the criteria for hedge accounting,
expires or is sold, terminated or exercised, then
hedge accounting is discontinued prospectively.
The cumulative gain or loss previously recognized
142
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
in the cash flow hedging reserve is transferred
to the statement of profit and loss upon the
occurrence of the related forecasted transaction.
(ii) Others: Changes in fair value of foreign currency
derivative instruments not designated as cash
flow hedges and the ineffective portion of cash
flow hedges are recognized in the statement
of profit and loss and reported within foreign
exchange gain / (loss).
2.16 Employee benefits
(a) Short-term obligations
The undiscounted amount of short term employee
benefits expected to be paid in exchange for the
services rendered by employees is recognized in the
year during which the employee rendered the services.
These benefits comprise compensated absences such
as paid annual leave and performance incentives.
(b) Other long-term employee benefit obligations
(i) Defined contribution plan
The Group has defined contribution plans for post
employment benefits in the form of provident
fund, employees’ state insurance, labour welfare
fund, pension fund (NPS) and superannuation
fund in India which are administered through
Government of India and/or Life Insurance
Corporation of India (LIC). The Group also makes
contributions
towards defined contribution
plans in respect of its subsidiaries, as applicable.
Under the defined contribution plans, the Group
has no further obligation beyond making the
contributions. Such contributions are charged to
the Statement of Profit and Loss as incurred.
The Group also make payments to defined
contribution plans established and maintained
in accordance with the local laws of the United
States, Canada and United Kingdom and of the
jurisdictions in which the subsidiaries are located.
The monthly contributions to all of these plans
are charged to the Statement of Profit and Loss
in the year they are incurred and there are no
further obligations under these plans beyond
those monthly contributions.
(ii) Defined benefit plans
Gratuity: The Group has defined benefit plans for
post employment benefits in the form of gratuity
for its employees in India. The gratuity scheme of
the Group is administered through Life Insurance
Corporation of India (LIC). Liability for defined
benefit plans is provided on the basis of actuarial
valuations, as at the Balance Sheet date, carried
out by an independent actuary. The actuarial
valuation method used by independent actuary for
measuring the liability is the projected unit credit
method. Actuarial gains and losses are recognized
immediately in the Other Comprehensive Income
(OCI) as income or expense (net of taxes).
Compensated absences: The employees of the
Group are also entitled for other long-term benefit
in the form of compensated absences as per the
policy of the Group. Leave encashment vests to
employees on an annual basis for leave balance
above the upper limit as per the Company’s
policy. At the time of retirement, death while in
employment or on termination of employment
leave encashment vests equivalent to salary
payable for number of days of accumulated
leave balance subject to an upper limit as per
the Company’s policy. Liability for such benefit
is provided on the basis of actuarial valuations,
as at the Balance Sheet date, carried out by an
independent actuary. The actuarial valuation
for
method used by
measuring the liability is the projected unit credit
method. Actuarial gains and losses are recognized
immediately in the Statement of Profit and Loss
as income or expense.
independent actuary
(c) Share based payments
Employee stock options:
Stock options granted to employees of the company
and its subsidiaries under the stock option schemes
are covered by Securities and Exchange Board of India
(Share based employee benefits) Regulations. 2014.
The subsidiary of the Company also has stock option
scheme, where options are granted to employees,
consultants, directors at an exercise or grant price
determined by the Board of Directors on the date
of grant. The cost of equity-settled transactions is
determined by the fair value at the date when the
grant is made using an appropriate valuation model.
based on the estimated fair value of the award and
recognizes the cost on a straight-line basis (net of
estimated forfeitures) over the employee’s requisite
service period for the entire award. Forfeitures are
estimated on the date of grant and revised if actual or
expected forfeiture activity differs materially from the
original estimates. The Group estimates the fair value
of stock options using a Black-Scholes valuation model.
The cost is recorded in Employee benefits expenses.
2.17 Foreign currency
Functional currency
The functional currency of Majesco Software and Solution
India Private Ltd. (MSSIPL) is the Indian rupee. The
functional currencies for Majesco USA, Majesco Software
143
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
and Solutions Inc, Coverall Systems Inc, Majesco (UK)
Ltd., Majesco Canada Ltd., Majesco Sdn Bhd., Majesco
(Thailand) Co. Ltd., Majesco Asia Pacific Pte Ltd. and Exaxe
Holding Limited are their respective local currencies.
These financial statements are presented in Indian rupees
(rounded off to lakhs).
Transactions and translations
Foreign-currency-denominated monetary assets and
liabilities are translated
into the relevant functional
currency at exchange rates in effect at the Balance Sheet
date. The gains or losses resulting from such translations
are included in net profit in the Statement of Profit and
Loss. Non-monetary assets and non-monetary liabilities
denominated in a foreign currency and measured at fair
value are translated at the exchange rate prevalent at the
date when the fair value was determined. Non-monetary
assets and non-monetary liabilities denominated in a foreign
currency and measured at historical cost are translated at
the exchange rate prevalent at the date of the transaction.
Transaction gains or losses realized upon settlement of
foreign currency transactions are included in determining
net profit for the period in which the transaction is settled.
Revenue, expense and cash-flow items denominated in
foreign currencies are translated into the relevant functional
currencies using the exchange rate in effect on the date of
the transaction. The translation of financial statements
of the foreign subsidiaries to the presentation currency is
performed for assets and liabilities using the exchange rate
in effect at the Balance Sheet date and for revenue, expense
and cash-flow items using the average exchange rate for the
respective periods. The gains or losses resulting from such
translation are included in currency translation reserves
under other components of equity. When a subsidiary is
disposed of, in full, the relevant amount is transferred to net
profit in the Statement of Profit and Loss. However, when a
change in the parent’s ownership does not result in loss of
control of a subsidiary, such changes are recorded through
equity. Goodwill and fair value adjustments arising on the
acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated at the exchange
rate in effect at the Balance Sheet date.
2.18 Business combination, goodwill and intangible
assets
Business combinations are accounted for using the
purchase (acquisition) method. The cost of an acquisition
is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at
the date of exchange. The cost of acquisition also includes
the fair value of any contingent consideration. Identifiable
assets acquired and liabilities and contingent liabilities
assumed in a business combination are measured initially
at their fair value on the date of acquisition.
144
Transaction costs incurred in connection with a business
combination are expensed as incurred.
a) Goodwill on consolidation:
Goodwill arising on consolidation is stated at cost less
impairment losses, were applicable. On disposal of a
subsidiary, attributable amount of goodwill is included
in the determination of the profit or loss recognised
in the Statement of Profit and Loss. On acquisition
of an associate or joint venture, the goodwill/capital
reserve arising from such acquisitions included in the
carrying amount of the investment and also disclosed
separately. Impairment loss, if any, to the extent the
carrying amount exceed the recoverable amount is
charged off to the Statement of Profit and Loss as it
arises and is not reversed. For impairment testing,
goodwill is allocated to Cash Generating Unit (CGU)
or group of CGUs to which it related, which is not
larger than an operating segment, and is monitored for
internal management purposes.
b)
Intangible assets
Ind AS 103 requires the identifiable intangible assets
and contingent consideration to be fair valued in order
to ascertain the net fair value of identifiable assets,
liabilities and contingent liabilities of the acquire.
Significant estimates are required to be made in
determining the value of contingent consideration and
intangible assets. Theses valuations are conducted by
independent valuation experts.
2.19 Contributed equity
Equity shares are classified as equity share capital.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
2.20 Earnings per share
Basic earnings per share (EPS) are calculated by dividing
the net loss / profit after tax for the year attributable to
equity shareholders by the weighted average number of
equity shares outstanding during the year. Diluted earnings
per share is computed by adjusting the number of shares
used for basic EPS with the weighted average number
of shares that could have been issued on the conversion
of all dilutive potential equity shares. Dilutive potential
equity shares are deemed converted as of the beginning of
the year, unless they have been issued at a later date. The
diluted potential equity shares have been adjusted for the
proceeds receivable had the shares been actually issued at
fair value i.e. average market value of outstanding shares.
The number of shares and potentially dilutive shares are
adjusted for share splits and bonus shares, as appropriate.
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
In calculating diluted earnings per share, the effects of
anti dilutive potential equity shares are ignored. Potential
equity shares are anti-dilutive when their conversion
to equity shares would increase earnings per share or
decrease loss per share.
2.21 Rounding off amounts
All amounts disclosed in financial statements and notes
have been rounded off to the nearest lakhs as per
requirement of Schedule III of the Act, unless otherwise
stated.
3 Basis of consolidation
(CFS)
-
The Consolidated Financial Statements
consolidates the financial statements of the Company
and its subsidiaries. Subsidiaries are entities controlled by
the Group. The assets, liabilities, income and expenses of
subsidiaries are aggregated and consolidated, line by line,
from the date control is acquired by any Group entity to
the date it ceases. Profit or loss and each component of
other comprehensive income are attributed to the Group
as owners and to the non-controlling interests. The Group
presents the non-controlling interests in the Balance
Sheet separately from the equity of the Group as owners.
The excess of the Group’s investment in a subsidiary over
its share in the net worth of such subsidiary on the date
control is acquired is treated as goodwill while a deficit is
considered as a capital reserve in the CFS. On disposal of
the subsidiary, attributable amount on goodwill is included
in the determination of the profit or loss and recognised in
the Statement of Profit and Loss. Impairment loss, if any, to
the extent the carrying amount exceeds the recoverable
amount is charged off to the Statement of Profit and Loss
as it arises and is not reversed. For impairment testing,
goodwill is allocated to Cash Generating Unit (CGU) or
a group of CGUs to which it relates, which is not larger
than an operating segment, and is monitored for internal
management purposes. The proportionate share of
the Group in the net profits/losses as also in the other
comprehensive income is recognised in the Statement of
Profit and Loss and the carrying value of the investment is
adjusted by a like amount (referred as ‘equity method’). All
intragroup assets and liabilities, equity, income, expenses
and cash flows relating to transactions between members
of the Group are eliminated in full on consolidation.
Operating cycle
All assets and liabilities have been classified as current or
non-current as per the Group’s normal operating cycle and
other criteria set out in the Schedule III to the Companies
Act, 2013 and Ind AS 1 - Presentation of Financial
Statements based on the nature of products and the time
between the acquisition of assets for processing and their
realisation in cash and cash equivalents.
4(a) Ind AS 115
Effective from April 1, 2018, the Company has adopted
Ind AS 115 “Revenue from Contracts with Customers”
using the cumulative effect method, applied to contracts
that were not completed as at April 1, 2018. In accordance
with the cumulative effect method, the comparatives have
not been retrospectively adjusted. The policies in effect
for revenue recognition prior to April 1, 2018 is disclosed
in Note 2.11 under Summary of Significant Accounting
Policies in the financial statements for the year ended
March 31, 2018. The adoption of the standard did not have
any material impact on the financial statements for the
year ended March 31, 2019.
4(b) Recent accounting pronouncements
On 30 March, 2019, Ministry of Corporate Affairs (‘MCA’)
has notified the Companies (Indian Accounting Standards)
Amendment Rules, 2019 containing Ind AS 116 Leases that
will supersede Ind AS 17 Leases.
The new standard will come into force from 1 April, 2019.
The Company is evaluating the requirements of the new
standard and its effect on the financial statements.
Ind AS 116 requires lessees to recognize assets and
liabilities arising from all leases (except for short-term
leases and leases of low-value assets) in the statement of
financial position. The company will have to capitalise all
assets currently held under operating leases. Operating
lease expenses will be replaced by a depreciation expense
on Right of Use assets recognised and an interest expense
as the implicit interest rate as the lease liabilities unwinds.
for
two
The standard allows
transition methods:
retrospectively for all periods presented, or using a
modified retrospective approach where the cumulative
effect of adoption is recognised at the date of initial
application. The Company is evaluating which of these
transition methods will be adopted.
Also, the notified Companies (Indian Accounting Standards)
Amendment Rules, 2019 amended changes to other Ind AS
standards: Ind AS 103 Business Combinations and Ind AS
111 Joint Operations, Ind AS 109 Financial Instruments,
Ind AS 12 Income Taxes, Ind AS 19 Employee Benefits and
Ind AS 23 Borrowing Costs. These amendments shall come
into effect from 1 April 2019. The Company is evaluating
the impact of these amendments.
145
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
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147
Company overviewStatutory reportS Financial statements
The key assumptions used in value-in-use calculations are as follows:
- Earnings before interest and taxes (EBIT)
- Discount rate
- Growth rates
- Anticipated capital expenditure
EBIT MARGINS:
The margins have been estimated based on past experience after considering incremental revenue arising out of services
from the existing and new customers. Margins will be positively impacted from the efficiencies and initiatives driven by the
company; whereas, factors like increased cost of operations may impact the margins negatively.
Discount rate:
Discount rates reflects current market assessment of the specific CGUs and is estimated based on the weighted average cost
of capital for respective CGU/group of CGUs. Pre-tax discount rate used was ranging from 4.5% to 5.75% for the year ended
March 31, 2019 (previous year 7.78%)
Growth rates:
The growth rates used is in line with the long term average growth rates of the respective industry and country in which the
entity operates considering the technology involved and are consistent with the internal / external sources of information. The
average growth rates used in extrapolating cash flows ranged from 12% to 16%. (previous year 12% to 16%)
Capital expenditure:
The cash flow forecasts of capital expenditure are based on past experience after considering the additional capital expenditure
required which is expected to be very nominal.
6
Investment property
Gross block
Opening
Add : Transfer pursuant to the scheme of arrangement
Add : Addition during the year
Less : Deductions / adjustments
Closing
Less : Accumulated depreciation
Opening
Add : Transfer pursuant to the scheme of arrangement
Add : Depreciation for the year
Less : Deductions / adjustments
Closing
Net block
Information regarding income and expenditure of investment property
Rental income derived from investment properties
Operating expenses generating rental income
Profit arising from investment properties before depreciation and indirect expenses
Less – Depreciation
Profit / (loss) arising from investment properties before indirect expenses
As at
March 31, 2019
As at
31 March 2018
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
388
-
262
(650)
-
157
-
12
(169)
-
-
36
16
20
12
8
The Company has sold off the property in the previous financial year and recognised gain of INR 1,063 lakhs as an exceptional item (Refer note 38).
148
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
7
Financial assets- non current investments
Other investments - unquoted
Investments measured at cost
5.25 %, 500 nos, (face value INR 10,000/- each), (March 31,2018; 500 face value INR 10,000/-
each) in Secured Non Convertible Reedemable REC Capital Gains Tax Exemption bonds
Total
Aggregate amount of unquoted investments
Aggregate amount of impairment in the value of unquoted investments
8 Non-current financial assets - loans
Unsecured, considered good
Security deposits
Total
9 Non-current financial assets - others
MTM gains receivable on outstanding derivative contracts
Balance held with bank as margin money against bank guarantee
Unbilled revenue considered good
Total
10 Income tax assets (net)
Advance income tax (net)
Total
11 Other non-current assets
Capital advance
Prepaid expenses
Total
12 Financial assets current - investments
At fair value through profit and loss (fully paid)
Investments in Mutual Funds (Quoted) (Refer note 12.1)
Franklin India Short Term Income Plan - Retail Plan - Growth *
Franklin India Low Duration Fund - Growth *
UTI Credit Risk Fund - Regular Growth Plan *
UTI Liquid Cash Plan - Regular Growth Plan
Reliance Liquid Fund - Growth Plan - Growth Option
SBI Liquid Fund Regular Growth
HDFC Liquid Fund - Regular Plan - Growth
Aditya Birla Sun Life Liquid Fund - Growth-Regular Plan
Kotak Liquid Regular Plan Growth
ICICI Prudential Liquid Fund - Growth
L&T Liquid Fund - Regular Growth
Kotak Floater Short Term Fund - Growth
Indiabulls Liquid Fund – Growth
Reliance Quarterly Interval Fund - Growth
As at
March 31, 2019
As at
March 31, 2018
50
50
50
-
332
332
302
30
301
633
769
769
37
109
146
2,277
2,261
2,186
370
360
301
269
207
206
199
26
-
-
-
50
50
50
-
371
371
30
35
-
65
604
604
-
152
152
2,091
2,077
-
-
-
-
-
-
-
-
2,553
1,002
2,503
3,062
149
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) UTI Money Market - IP - Growth
SBI Magnum Insta Cash Fund - Liquid Floater - Growth
ICICI Prudential Money Market Fund - Regular - Growth
DHFL Pramerica Liquid Fund - Growth
HSBC Cash Fund - Growth
Aditya Birla Sun Life Savings Fund - Growth
ICICI Prudential Flexible Income Plan - Reg - Growth
HDFC F R I F - STF - WP - Growth
LIC MF Liquid Fund – Growth
Kotak Low Duration Fund – Std –Growth *
UTI Income Opportunities Fund -Growth *
Total
As at
March 31, 2019
As at
March 31, 2018
-
-
-
-
-
-
-
-
-
-
-
8,662
3,032
2,514
2,504
2,503
1,001
614
614
614
50
2,075
2,071
30,880
* These investments costing INR 6,000 lakhs (March 31, 2018: INR 8,000 lakhs) and fair value INR 6,724 lakhs (March 31,
2018:INR 8,314 lakhs) were under lien with HSBC Bank for stand by documentary credit (SBDC) of US$ 10 million (March
31, 2018:US$ 10 million) given by HSBC Bank, for the term loan availed by Majesco, USA, subsidiary of the Company. The
term loan avail from HSBC has been fully repaid by Majesco US, subsidiary and the lien has been removed subsequent to the
balance sheet date.
12.1. Details of investments in Mutual Funds (Quoted) designated at FVTPL:
Franklin India Short Term Income Plan - Retail Plan - Growth
Franklin India Low Duration Fund - Growth
UTI Credit Risk Fund - Regular Growth Plan
UTI Liquid Cash Plan - Regular Growth Plan
Reliance Liquid Fund - Growth Plan - Growth Option
SBI Liquid Fund Regular Growth
HDFC Liquid Fund - Regular Plan - Growth
Aditya Birla Sun Life Liquid Fund - Growth-Regular Plan
Kotak Liquid Regular Plan Growth
ICICI Prudential Liquid Fund - Growth
L&T Liquid Fund - Regular Growth
Kotak Floater Short Term Fund - Growth
Indiabulls Liquid Fund – Growth
Reliance Quarterly Interval Fund - Growth
UTI Money Market - IP - Growth
SBI Magnum Insta Cash Fund - Liquid Floater - Regular Plan-Growth
ICICI Prudential Money Market Fund - Regular - Growth
DHFL Pramerica InstaCash Fund Plus - Growth
HSBC Cash Fund - Growth
Aditya Birla Sun Life Savings Fund - Growth
ICICI Prudential Flexible Income Plan - Reg - Growth
HDFC F R I F - STF - WP - Growth
LIC MF Liquid Fund – Growth
Kotak Low Duration Fund – Std –Growth
UTI Income Opportunities Fund -Growth
150
Face Value
(in INR.)
1000/-
10/-
10/-
1000/-
1000/-
1000/-
1000/-
100/-
1000/-
100/-
1000/-
1000/-
1000/-
10/-
10/-
1000/-
100/-
100/-
1000/-
100/-
100/-
10/-
1000/-
1000/-
10/-
Number of units
As at
31 March 2019
56,967
10,400,968
13,066,435
12,138
7,925
10,310
7,352
69,187
5,471
72,250
1,012
-
-
-
-
-
-
-
-
-
-
-
-
-
-
As at
31 March 2018
56,967
10,400,968
-
-
-
-
-
-
-
-
107,456
35,211
148,154
12,826,707
14,330,480
87,075
1,045,432
1,112,678
58,002
179,576
184,175
2,028,624
1,603
97,754
13,066,435
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
13 Trade receivable
Unsecured
Considered good
Considered doubtful
Less : Allowance for bad and doubtful debts
Total
As at
31 March 2019
As at
31 March 2018
11,960
1,288
(1,288)
11,960
12,832
1,143
(1,143)
12,832
Expected Credit Loss:- Credit risk is perceived mainly in case of receivables overdue for more than 180 days. The following table gives
details of risk concentration in respect of percentage of receivables overdue for more than 180 days:
Receivables overdue for more than 180 days
Total Receivables
Overdue for more than 180 days as a % of total receivables
Amount provided against receivables overdue for more than 180 days
Movement in expected credit loss allowance :
Opening balance
Movement in expected credit loss allowance (Refer note 37)
Effect of foreign currency translation
Closing balance
14 Cash and bank balances
Cash and cash equivalents
Balances with banks
Current accounts *
EEFC accounts
Fixed deposits with original maturity of less than 3 months
Total
*includes balance in special dividend account
15 Bank balances other than cash and cash equivalents
In Fixed deposit with orignal maturity of more than 3 months but less than 12 months
Restricted (Refer note 15.1 )
Others
Total
1,288
13,248
10%
1,288
1,143
114
31
1,288
5,128
3,004
2,854
10,986
3
500
20,165
20,665
1,143
13,975
8%
1,143
817
309
17
1,143
5,375
601
-
5,976
3
500
2,501
3,001
15.1 As at March 31, 2019, fixed deposits of INR 500 lakhs (March 31, 2018 INR 500 lakhs) with Standard Chartered Bank were under lien for
PCFC facility availed by Majesco Software and Solutions India Private Ltd., step down subsidiary of the Company.
16 Current financial assets - loans
Unsecured
Security deposit
Considered good
Considered doubtful
Less: Provision for doubtful
Total
-
-
-
-
9
8
(8)
9
151
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
17 Current financial assets - others
Interest accrued on fixed deposits
MTM gains receivable on outstanding derivative contracts
Balances with Banks- margin money
Other Advances and Receivable
Reimbursable expenses receivables considered good
Unbilled revenue
Considered good
Considered doubtful
Less : Provision for doubtful unbilled revenue
Total
18 Income tax assets
Advance income tax (net)
Total
19 Other current assets
Balance with statutory authorities
Advances to suppliers
Advances to employees
Prepaid expenses
Others *
Total
As at
31 March 2019
As at
31 March 2018
88
91
10
1,901
24
12,635
-
-
14,749
150
150
657
417
104
1,572
286
3,036
41
127
-
-
22
6,401
395
(395)
6,591
65
65
683
424
136
1,244
248
2,735
* Note: Includes share of stamp duty INR 248 lakhs (March 31, 2018 INR 248 lakhs) against demand on Mastek Ltd by the office of the
superitendent of Stamps, Gandhinagar, for implementation of the demerger scheme, paid under protest.
20 Equity share capital
The Company has only one class of equity share capital having a par value of INR 5 per share, referred to herein as equity
shares.
Authorized
5,00,00,000 (March 31, 2018: 5,00,00,000) Equity Shares of INR 5/- each
Issued, subscribed and paid up
2,83,45,441 (March 31, 2018: 2,81,22,396) equity shares of INR 5/- each fully paid up
Total
152
2,500
2,500
1,417
1,417
2,500
2,500
1,406
1,406
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
(a) Reconciliation of equity shares outstanding at the beginning and at the end of the year
As at March 31, 2019
As at March 31, 2018
No. of shares
Amount
No. of shares
Outstanding at the beginning of the year
28,122,396
1,406
23,363,035
Add : Shares issued on exercise of options
Add : Shares issued under QIP ( Refer note (b) below)
223,045
-
11
-
315,512
4,443,849
Outstanding at the end of the year
28,345,441
1,417
28,122,396
Amount
1,168
16
222
1,406
(b) In the previous year, the Company had issued 44,43,849 Equity shares of INR 5 each for cash pursuant to qualified institutional
placement (QIP) for inorganic growth, including through overseas subsidiaries and step down subsidiaries, investment in
subsidiaries, repayment and prepayment of debt, working capital and other corporate purpose, as per the relevant provisions
of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, at INR 520 per share aggregating to INR 22,527
lakhs including share premium, less issue expenses. This issue was fully subscribed and allotment was completed on February
1, 2018.
The funds so collected were utilized by the Company for investing in the rights issue of its subsidiary, Majesco, USA. The
Company subscribed to 45,81,109 number of shares at $ 7.10 per share, the equivalent Rupee value of these investments is
INR 23,202 lakhs.
(c) Rights, preferences and restrictions attached to shares:
Equity Shares: The Company has only one class of equity shares having par value of INR 5/- per share. Each shareholder is
entitled to one vote per share held. Dividend, if any declared is payable in Indian Rupees.
(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
Name of the shareholder
Ashank Desai
Sudhakar Venkatraman Ram
Ketan Mehta
As at March 31, 2019
As at March 31, 2018
Number of shares
% of holding
in the class
Number of shares
% of holding
in the class
3,099,552
1,831,763
2,719,361
10.93%
3,099,552
6.46%
9.59%
2,081,763
2,619,100
11.02%
7.40%
9.31%
(e)
No class of shares have been issued as bonus shares or for consideration other than cash by the Company
since its incorporation.
(f)
Shares reserved for issue under options (Refer note 42)
As at
March 31, 2019
As at
March 31, 2018
1,943,506
2,252,012
(g) No class of shares have been bought back by the Company during the period of five years immediately preceding the current
year end.
(h) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets
of the Company in proportion to the number of equity shares held by them.
153
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
21 Other equity
(A)
Capital reserve
Opening balance
Closing balance
As at
March 31, 2019
As at
March 31, 2018
5,219
5,219
5,219
5,219
(B)
Employee Stock options outstanding account (ESOOA)
(The Employee stock options outstanding account is used to record the fair value of equity-settled share based payment transactions.
The amounts recorded in this account are transferred to share premium upon exercise of stock options. In case of cancellation of options,
corresponding balance is transferred to Retained earnings.)
Opening balance
Add: Employee stock option expense
Less: Transferred to securities premium on exercise of stock options
Less: Transferred to retained earnings on cancellation of vested/unvested options
Closing balance
(C)
Securities premium
(Amounts received on issue of shares in excess of the par value has been classified as securities premium.)
Opening balance
Add : Addition on account of QIP (Refer note 20 (b) )
Add : Addition on account of exercise of shares under ESOP
Add : Addition on account of exercise of shares under ESOP - in subsidiary
Add : Addition on account of exercise of shares under Right issue- in subsidiary
Add / (less) : Adjustment for Non-controlling interest
Add : Transferred from employee stock options outstanding account on exercise of options
Less: Expenses on right issue in subsidiary
Closing balance
(D)
General reserve
(This represents appropriation of profit by the group)
Opening balance
Less: Reclassification from General reserve to Retained earnings
Closing balance
(E)
Retained earnings
(Retained earnings comprise of the Group prior years’ undistributed earnings after taxes.)
Opening balance
Add: Net Profit for the current year
Add : Remeasurement gains on gratuity plan
Less: Adjustment for Non-controlling interest on remeasurements gains on gratuity plan
Less: Special dividend including dividend distribution tax
Less : Impact on opening Non-controlling interest due to change in control during the year
Less : Non-controlling interest on ESOOA reserve
Add: Transferred from ESOOA on cancellation of vested/unvested options
Add: Reclassification from General reserve to Retained earnings
4,316
2,238
(101)
(24)
6,429
23,789
-
305
479
7,809
(2,442)
101
(71)
29,970
4,272
(284)
3,988
15,537
5,405
(91)
27
-
138
(507)
24
284
3,020
1,669
(242)
(131)
4,316
681
22,305
368
277
-
(84)
242
-
23,789
4,272
-
4,272
15,538
629
36
(8)
(283)
(45)
(461)
131
-
Closing balance
(F)
Hedging reserve account - OCI
Opening balance
Add: Net change in fair value of cash flow hedge
Add: Adjustment for Non-controlling interest
Closing balance
154
20,817
15,537
67
157
(47)
177
63
6
(2)
67
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) (G)
Foreign currency translation reserve - OCI
Opening balance
Add : Exchange gain / (loss) on translation during the year
Add: Adjustment for Non-controlling interest
Closing balance
Total
22 Non-current borrowings
Secured :
Term loan from bank
Long term maturities of lease obligations
Long term maturities of auto loans *
Total
As at
March 31, 2019
As at
March 31, 2018
(278)
(53)
15
(316)
66,284
-
-
76
76
(649)
532
(161)
(278)
52,923
3,258
134
22
3,414
* Auto loans are obtained against the hypothecation of the vehicles & are repayable within a period of 5 years
Term loan from bank : On March 23, 2016, Majesco, subsidiary of the Company had availed the loan of US$ 10 million from
HSBC which has been fully repaid during the year by the Company.
Nature of borrowing :
Term loan facility
Rate of interest :
LIBOR plus a margin in effect of the first day of the relevant interest period
Term of repayments :
Six equal instalments, commencing from January 1, 2018 and on each January 1 and July 1 thereafter until July
2020. However loan has been fully repaid by the company during the year
Security :
Charge holder
Amount
Nature of security
HSBC
US$ 10 million
The facility is unsecured and supported by a letter of credit issued by HSBC India, which is secured by a cash
pledge of the Company ( Refer note 12 and 15 )
As on 31 March 2019, one of the step down subsidiaries has also been sanctioned PCFC limits by Standard Chartered Bank
Limited (INR 2000 lakhs) in respect of which charges have been registered with the Registrar of the Companies on pari passu
basis on the current assets of one of the step down subsidiaries, which however have not been drawn till the Balance Sheet
date.
23 Other non-current financial liabilities
Deferred consideration payable on business acquisition (Refer note 56)
MTM losses on outstanding derivative contracts
Total
24 Non-current provisions
Provision for employee benefits ( Refer note 41 )
Provision for gratuity (funded)
Provision for leave encashment (unfunded)
Total
25 Other non-current liabilities
Unearned revenue
Total
2,001
15
2,016
408
2,339
2,747
2,356
2,356
-
11
11
47
2,145
2,192
2,831
2,831
155
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
26 Short -term borrowings
Secured :
Working capital loan from banks
Total
1. Working capital loan from banks
Nature of borrowing :
Rate of interest :
Security :
Charge holder
Amount
Nature of security
As at
March 31, 2019
As at
March 31, 2018
287
287
3,429
3,429
Advance fund against receivables
Libor + 2%
HSBC Bank
Not applicable
Receivables of US subsidiary and step
down subsidiary
27 Trade payables
-
Total outstanding dues of micro enterprises and small enterprises*
1,596
Total outstanding dues of creditors other than micro enterprises and small enterprises
Total
1,596
*Based on the information available with the Company, there are no outstanding dues and payments made to any supplier of goods and
services beyond the specified period under Micro, Small and Medium Enterprises Development Act, 2006 [MSMED Act]. There is no
interest payable or paid to any suppliers under the said Act.
-
1,651
1,651
28 Other financial liabilities
Interest accrued but not due on loan
Credit balances in bank accounts
MTM losses on outstanding derivative contracts
Current maturities of auto loan obligations
Current maturities of long term borrowings ( Refer note 22 )
Deferred consideration payable on business acquisition (Refer note 56 )
Contingent consideration
Capital creditors
Employee related payables
Accrued expenses
Unpaid special dividend
Total
29 Other current liabilities
Unearned revenue
Statutory dues payable
Others
Total
30 Current provisions
Provision for employee benefits ( Refer note 41 )
Provision for leave encashment (unfunded)
Provision for cost overrun on contracts
Total
Income tax liabilities (net)
Provision for tax
Total
31
156
-
295
94
19
-
896
-
73
8,232
3,359
3
12,971
5,265
1,037
98
6,400
758
439
1,197
932
932
152
-
83
173
2,173
1
543
163
4,677
2,157
3
10,125
5,147
1,215
112
6,474
865
379
1,244
35
35
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
32 Revenue from operations
Information technology services
Reimbursement of expenses from customers
Total
33 Other income
Interest income on fixed deposits
Interest on income tax refund
Gain on foreign currency transactions and translation (net)
Profit on sale of investments designated as FVTPL (mutual funds)
Income from sale of property,plant and equipment (net)
Fair valuation adjustments of investments designated as FVTPL (mutual funds)
Gain on fair valuation of security deposit (net)
Rental income
Miscellaneous income
Total
34 Employee benefit expenses
Salaries, wages, bonus and other allowances
Contribution to provident fund, ESI and other funds (Refer note 41)
Gratuity expenses
Compensated absences expenses
Employee stock option expense (Refer note 42)
Staff welfare expenses
Total
35 Finance costs
Interest expense on borrowings
Amortization of upfront fees paid on borrowings
Interest on fair valuation of contingent consideration
Interest on fair valuation of deferred consideration
Other finance charges
Total
36 Depreciation and amortization expenses
Depreciation on property,plant and equipment
Amortization of intangible assets
Depreciation on investment property
Total
37 Other expenses
Travelling and conveyance
Consultancy and sub-contracting charges
Professional fees ( Refer Note (a) & (b) below)
Year ended
March 31, 2019
Year ended
March 31, 2018
97,898
912
98,810
340
-
216
1,922
6
254
15
6
51
79,884
720
80,604
266
16
-
233
11
442
18
36
70
2,810
1,092
57,324
3,130
275
708
2,254
2,416
66,107
311
36
-
-
14
361
1,224
737
-
1,961
4,702
6,260
3,182
49,692
2,857
244
802
1,658
2,031
57,284
313
31
51
35
59
489
1,466
307
12
1,785
4,637
5,701
2,207
157
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) Hardware and software expenses
Repairs and maintenance
Buildings
Others
Rent
Advertisement and publicity
Communication charges
Recruitment and training expenses
Rates and taxes
Insurance
Electricity
Membership and subscription
Provision for doubtful debts ( net)
Consultancy, subcontracting, settlement (Refer note 60 )
Bad debts written off
Printing and stationery
Hire charges
Stock exchange listing fees
CSR expenditure / donations
Loss on foreign currency transactions and translations (net)
Miscellaneous expenses
Total
Note : The following is the break-up of auditors remuneration (exclusive of GST)
(a) Payment to auditors
i.
ii.
Statutory audit (including audit of consolidated financial statements)
Limited review
iii. Audit of special purpose financial statements
iv. Certification fees
v.
Reimbursement of expenses
(b) Payment to auditors of subsidiaries
i.
Statutory audit
38 Exceptional items
Demerger expenses - rates and taxes
Reversal of contingent consideration (Refer note 55 )
Acquisition Expenses (Refer note 56 )
Profit on sale of investment property
Year ended
March 31, 2019
Year ended
March 31, 2018
2,997
517
200
1,293
461
782
392
468
409
396
350
114
874
58
173
94
46
44
-
2,884
247
240
1,258
634
749
260
216
356
311
361
309
-
79
167
82
57
11
52
247
23,185
242
21,060
30
13
8
1
4
28
13
8
6
4
134
133
-
(584)
310
-
(274)
10
-
-
(1,063)
(1,053)
During the Previous year the Company has made a profit on sale of investment property of INR 1,063 lakhs. The Company vide
a deed of assignment dated August 1, 2017 sold all of its rights, title and interest in relation to the property located at Pune,
Maharashtra in favour of buyer for a net consideration of INR 1,559 lakhs. The said transaction was completed on August 1,
2017.
During an earlier year, the Company had provided INR 225 lakhs on account of stamp duty arising from demerger. The balance
amount was paid in the current year under protest and delayed payment cost of another INR 10 lakhs was provided in the
previous year.
158
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
39 Income Tax
(A) Deferred tax relates to the following:
Deferred tax assets
On property, plant and equipment
On provision for employee benefits
On net operating losses
On research and development expenses carry forward
On deduction u/s 35DD of Income Tax Act, 1961
On provision for doubtful debts
On purchase price contingencies
On others
Deferred tax liabilities
On property, plant and equipment and intangibles
On fair valuation gain on current investment
On unrealized gain on hedging
On others
Deferred tax asset, net
Cumulative MAT Credit not recognised as at the balance sheet date (Refer Note 2.9 (6))
(B) Summ1ary of deferred tax asset and deferred tax liability
Balance sheet
Deferred tax asset
Deferred tax liabilities
Deferred tax assets / (liabilities), net
(C) Reconciliation of deferred tax assets / (liabilities) (net):
Opening balance
Tax (liability) / asset recognized in Statement of Profit and Loss
Tax liability recognized in OCI
On acquisition of Exaxe Holdings Ltd.
Exchange difference
Closing balance
(D) Deferred tax charge/credit to be recognized in Statement of Profit and
Loss
Tax charge
Tax credit
As at
March 31, 2019
As at
March 31, 2018
851
1,748
1,482
1,069
37
337
-
832
739
1,251
2,278
844
63
293
149
90
6,356
5,707
802
214
82
79
1,177
5,179
382
6,356
(1,177)
5,179
4,623
309
(27)
22
252
841
137
18
88
1,084
4,623
382
5,707
(1,084)
4,623
3,985
586
12
-
40
5,179
4,623
(309)
(309)
(586)
(586)
159
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) (E)
Income tax expense
- Current tax
- Deferred tax charge / (income)
Total
(F) Reconciliation of tax charge
Profit before tax
Statutory Income Tax Rate
Income tax expense on the same at tax rates applicable
Tax effects of :
Effect of deferred tax created at different rates
Items not deductible for tax purposes
MAT credit not recognised
Effect of income to be assessed at different tax rates
Tax credits on R & D deduction
Non deductible intangible amortisation
Prior year tax credits
Others
Income tax expense
Note :
Year ended
March 31, 2019
Year ended
March 31, 2018
3,415
(309)
3,106
10,209
29.12%
2,973
18
954
-
(119)
(257)
-
4
(467)
3,106
2,437
(586)
1,851
2,131
28.87%
615
1,283
492
242
(375)
(171)
(391)
43
113
1,851
Due to the Tax reforms in USA, in the previous year, which included a reduction in corporate tax rates, the foreign subsidiary
company had to reassess its deferred Tax Assets (“DTAs”) and deferred Tax Liabilities. As a result of which INR 1,634 lakhs was
debited to the statement of profit and loss account in the previous year considering the reduced tax rates in USA.
40 Earnings per share
Basic earnings / (loss) per share amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders
by the weighted average number of equity shares outstanding during the year.
Diluted earnings / (loss) per share amounts are calculated by dividing the profit/loss attributable to equity holders after
adjusting by the weighted average number of equity shares outstanding during the year plus the effect of dilutive potential
equity shares arising from outstanding stock options
The components of basic and diluted earnings per share for total operations are as follows:
(a) Net profit attributable to equity shareholders
(b) Weighted average number of outstanding equity shares*
As at
March 31, 2019
As at
March 31, 2018
5,404
629
Number of shares considered for basic EPS
28,228,356
24,230,766
Add : Effect of dilutive potential equity shares arising from outstanding stock options
1,199,055
1,291,023
Considered for diluted EPS
29,427,411
25,521,789
(c) Earnings per share (Face value per share INR 5/- each(Previous year INR 5/-) each)
Basic (Amount in INR)
Diluted (Amount in INR)
19.14
18.36
2.60
2.47
*The weighted average number of shares takes into account the weighted average effect of changes arising from issue of new
shares and ESOP transactions during the year.
160
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
41 Employee benefits
(A) Defined Contribution Plans
During the year, the Company has recognized the following amounts in the Statement of Profit and Loss (Refer note 34)
Contribution to social security
Contribution to provident fund
Contribution to national insurance fund
Contribution to 401K
Contribution to superannuation fund
Contribution to national pension scheme
Contribution to employees’ deposit link insurance
Contribution to employees’ state insurance corporation
Contribution to labour welfare fund
Total
(B) Defined benefit plans - Gratuity
i) Actuarial assumptions
Discount rate (per annum)
Rate of increase in Salary
Expected average remaining working lives of employees (years)
Expected return on plan assets
Attrition rate
ii) Changes in the present value of defined benefit obligation
Present value of obligation at the beginning of the year
Interest cost
Current service cost
Benefits paid
Actuarial (gain)/ loss on obligations
Present value of obligation at the end of the year
iii) Change in fair value of assets
Fair value of plan assets - opening
Expected return on plan assets
Remeasurement due to; actual return on planned assets less expected interest on planned assets
Employer’s contribution
Fair value of plan assets - closing
iv) Expense recognized in the Statement of Profit and Loss
Current service cost
Interest cost
Total expenses recognized in the Statement of Profit and Loss
Year ended
March 31, 2019
Year ended
March 31, 2018
1,855
786
167
126
37
138
18
2
1
1,811
692
131
104
35
66
15
2
1
3,130
2,857
7.30%
7.00%
27.67
7.50%
0 - 22%
2,074
149
280
(161)
93
2,435
7.75%
7.00%
27.65
7.50%
0 - 22%
1,853
132
263
(127)
(47)
2,074
As at
March 31, 2019
As at
March 31, 2018
2,028
153
(36)
(118)
2,027
280
(5)
275
1,995
151
3
(121)
2,028
263
(19)
244
161
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
v)
(Income) / expense recognized as OCI in the Statement of Profit and Loss
Remeasurements during the year due to:
Changes in financial assumptions
Changes in demographic assumptions
Experience adjustments
Actual return on plan assets less expected return on plan assets
Adjustment to recognize the effect of asset ceiling
vi) Assets and liabilities recognized in the Balance Sheet:
Present value of funded obligation as at the end of the year
Fair value of plan assets
Net liability / ( asset ) recognized in Balance Sheet
vii) Expected contribution to the fund in the next year
viii) A quantitative sensitivity analysis for significant assumption is as shown
below:
Impact on defined benefit obligation
Discount rate
0.5% increase
0.5% decrease
Rate of increase in salary
0.5% increase
0.5% decrease
ix) Maturity profile of defined benefit obligation
Year
Apr 2018- Mar 2019
Apr 2019- Mar 2020
Apr 2020- Mar 2021
Apr 2021- Mar 2022
Apr 2022- Mar 2023
Apr 2023- Mar 2024
Apr 2024 onwards
(C) Defined benefit plans - leave encashment
i) Assets and liabilities recognized in the Balance Sheet:
Opening Balance
Charged during the year (Refer note 34)
Amount paid during the year
Net liability recognised in Balance Sheet
Included in non-current provision (Refer note 24)
Included in current provision (Refer note 30)
162
As at
March 31, 2019
As at
March 31, 2018
69
-
23
37
-
129
(41)
23
(29)
(3)
1
(49)
2,435
(2,027)
408
2,074
(2,027)
47
210
210
-3.12%
3.30%
3.29%
-3.14%
332
292
281
274
260
-3.06%
3.23%
3.24%
-3.09%
297
262
247
237
227
215
2,892
2,342
3,010
708
(621)
3,097
2,339
758
2,781
802
(573)
3,010
2,145
865
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
42 Employee Stock Option Scheme
A Employee stock option scheme of the company
(a) Nature and extent of employee stock option scheme that existed during the year:
Plan I
The company introduced the employee stock option scheme as a part of the scheme of arrangement, approved by the Hon’ble
High Court of Gujarat and Hon’ble High Court of Bombay.On the date of demerger all employees of Mastek who were having
options of Mastek Limited were granted equal number of options of the Company.
The Company introduced the scheme for granting up to 80,00,000 stock options to the employees, each option representing
one equity share of the Company. The exercise price is to be determined by the Nomination and Remuneration Committee
(“Committee”) and such price may be the face value of the share from time to time or may be the market price or any other
price as may be decided by the Committee and will be governed by the Securities and Exchange Board of India (SEBI) (Share
based employee benefits) Regulations, 2014. The first vesting of the stock options shall happen only on completion of one year
from the date of grant and the options are exercisable within seven years from the date of vesting.
The Company has granted employee stock options to its employees and also to employees of its direct and indirect subsidiaries.
As per the demerger scheme of Mastek employees of Mastek Limited who are having options of Mastek on date of demerger
were granted equal number of options of the Company. These options are mostly granted at the market price on the date
of grant. As per the SEBI guidelines, the excess of market price of the underlying equity shares as of the date of the grant
of the options over the exercise price of the option were recognised and amortised on a straight line basis over the vesting
period in the previous GAAP. On the date of transition to Ind-AS i.e. 1 April,2016, the Company carried out a fair valuation
of all the unvested options as on that date and debited Retained earnings by INR 214 lakhs and INR 30 lakhs on account of
options relating to employees of Mastek Limited and the Company respectively with a credit to the employee stock option
outstanding account considering the same as equivalent to cost of employee stock option granted by Mastek Limited to
employees of Majesco Group as per the said scheme of demerger since the management of the Company does not expect a
separate recovery of the same amount from Mastek Limited or recovery from the Company by Mastek Limited. Accordingly
no further adjustments for fair value have been made in respect of these options.
For the year ended March 31, 2019 and March 31, 2018 the fair value of the options both vested and unvested options granted
to the employees of the group was determined and the incremental amount of INR 203 lakhs and INR 144 lakhs respectively
were charged to the employee benefit expense with a corresponding credit to Employee stock options outstanding account.
For the year ended March 31, 2019 and March 31, 2018 similar amount relating to employees of its subsidiaries and step down
subsidiaries amounting to INR 329 lakhs and INR 450 lakhs net of recoveries respectively was debited to the Statements of
Profit and Loss with the corresponding credit to Employee stock options outstanding account.
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options
during the year
Particulars
As at March 31, 2019
As at March 31, 2018
Number
WAEP (INR)
Number
WAEP (INR)
Options outstanding at beginning of the year
2,252,012
193
2,398,300
Add:
Options granted during the year
Less:
Options exercised during the year
Options lapsed during the year
Options cancelled during the year
Options outstanding at the end of the year
Options exercisable at the end of the year
54,000
223,045
11,377
128,084
1,943,506
1,513,502
218
143
120
370
188
347,000
315,512
70,651
107,125
2,252,012
1,355,487
190
206
122
160
390
193
163
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
The fair value of each option is estimated on the date of grant using the Black Scholes model. The following tables list the
inputs used on the date of grant for the years ended:
Dividend yield (%)
Risk free interest rate (%)
Expected life of share options (years)
Expected volatility (%)
Weighted average share price (INR) (Round off)
(b) Stock options exercised during the year :
Number of options exercised during the year
Weighted average share price at the date of exercise (INR)
As at
March 31, 2019
0%
7.20%
5 years
34.00%
507
As at
March 31, 2018
0%
6.98%
6 years
48.59%
378
223,045
143
315,512
122
(c)
For stock options outstanding at the end of the year, the range of exercise prices and weighted average
remaining contractual life (vesting period + exercise period)
Particulars
Options
Outstanding
Weighted Average
Exercise Price (INR)
Weighted Average
remaining
Contractual Life
(years)
As at March 31, 2019
Range of exercise price (INR)
5-100
101-200
Above 200
As at March 31, 2018
Range of exercise price (INR)
5-100
101-200
Above 200
(d) Information on stock options granted during the year :
Number of options granted during the year
Option pricing model used
Weighted average share price (INR)
Exercise price (INR)
Expected volatility (%)
Option life (vesting period + exercise period)
Dividend yield (%)
Risk free interest rate (%)
725,160
448,318
770,028
786,343
582,174
883,495
53
118
357
57
121
361
4.30
4.62
6.57
5.17
5.39
7.34
As at
March 31, 2019
54,000
As at
March 31, 2018
347,000
Black-Scholes option-pricing model
507
218
34.00%
upto 5 years
0%
7.20%
378
206
48.59%
upto 6 years
0%
6.98%
B Employee stock option scheme of the subsidiary, Majesco, USA
(a) Nature and extent of employee share-based payment plans that existed during the year:
Majesco 2015 Equity Incentive Plan
In June 2015, Majesco adopted the Majesco 2015 Equity Incentive Plan (the “2015 Plan”). Options and stock awards for the
purchase of upto 38,77,263 shares may be granted by the Board of Directors to our employees, consultants and directors at
an exercise or grant price determined by the Board of Directors on the date of grant. Options may be granted as incentive
or nonqualified stock options with a term of not more than ten years. The 2015 Plan allows the Board of Directors to grant
restricted or unrestricted stock awards or awards denominated in stock equivalent units or any combination of the foregoing
and may be paid in common stock or other securities, in cash, or in a combination of common stock or other securities and cash.
On March 31, 2018, an aggregate of 20,81,983 shares were available for grant under the 2015 Plan.
In June 2015, Majesco adopted the Majesco 2015 Equity Incentive Plan (the “2015 Plan”). On May 9, 2018, the Board of
Directors of Majesco approved an increase of 20,00,000 shares in the amount of shares available for issuance under the 2015
Plan thereby increasing the number of shares available under such plan from 38,77,263 shares to 58,77,263 shares.
164
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Majesco uses the Black-Scholes-Merton option-pricing model (“Black-Scholes”) to measure fair value of the share-based
awards. The Black-Scholes model requires us to make significant judgments regarding the assumptions used within the model,
the most significant of which are the expected stock price volatility, the expected life of the option award, the risk-free interest
rate of return and dividends during the expected term.
For the year ended March 31, 2019 and March 31, 2018 the fair value of the options both vested and unvested granted to the
employees of the Company, amounting to INR 1,722 lakhs and INR 1,064 lakhs respectively was charged to the Statements of
Profit and Loss with a corresponding credit to Employee stock options outstanding account.
(b) The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements
in, share options during the year
Particulars
Options outstanding at beginning of year
Add:
Options granted during the year
Less:
Options exercised during the year
Options cancelled during the year
Options outstanding at the end of year
Option exercisable at the end of year
As at March 31, 2019
As at March 31, 2018
Number
3,278,143
370,890
107,681
282,085
3,259,267
1,729,358
WAEP (INR)
343
492
351
367
384
Number
2,868,642
715,000
51,249
254,250
3,278,143
1,200,212
WAEP (INR)
346
327
322
351
343
(c) Stock options exercised during the year :
Number of options exercised during the year
Weighted average share price at the date of exercise (INR)
As at
March 31, 2019
107,681
351
As at
March 31, 2018
51,249
322
(d) For stock options outstanding at the end of the year, the range of exercise prices and weighted average
remaining contractual life
As at March 31, 2019
Range of exercise price (INR)
Rs 335- 435
Rs 504 −540
As at March 31, 2018
Range of exercise price (INR)
Rs 312- 404
Rs 490 −501
(e) Information on stock options granted during the year :
Number of options granted during the year
Option pricing model used
Weighted average share price (INR)
Exercise price (INR)
Expected volatility (%)
Option life (vesting period + exercise period)
Dividend yield (%)
Risk free interest rate (%)
Options
Outstanding
Weighted Average
Exercise Price (INR)
Weighted Average
remaining
Contractual Life
(years)
2,792,561
466,709
3,122,327
155,816
522
587
336
498
7.9
8.4
7.9
3.9
As at
March 31, 2019
As at
March 31, 2018
370,890
715,000
Black-Scholes option-pricing model
273
144
Rs 365- 534
Rs 316- 367
41% – 50%
3–5 Years
0%
2.51%
41% – 50%
3–5 Years
0%
0.46%
165
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
43 Leases
(i) Operating leases where Company is a lessee:
The Group leases certain office premises under operating leases. Many of these leases include a renewal option on a periodic
basis at the company’s option, with the renewal periods extending in the range of 2 – 5 years. Rental expense for operating
leases amounted to INR 1,293 lakhs and INR 1,258 lakhs for the financial years ended March 31, 2019 and March 31, 2018
respectively. The schedule for future minimum rental payments over the lease term in respect of operating leases is set out
below.
a) Future minimum lease payments under non – cancellable operating leases:
Within one year
After one year but not more than five years
More than five years
Total minimum lease payments
(b) Operating lease rentals recognized in the statement of profit and loss (Refer note 37)
c) Description of significant operating lease arrangements:
As at
March 31, 2019
As at
March 31, 2018
2,065
1,890
83
4,038
1,293
1,396
2,136
254
3,786
1,258
The Group has given refundable interest free security deposits under the lease agreements. All agreements contain
provision for renewal at the option of either parties. The agreement provides restriction on sub lease.
(ii) Capital lease obligations
Total minimum finance lease payments outstanding :
Within one year
After one year but not more than five years
Total minimum lease payments
Less: Interest not due
Present value of net minimum leases payments
Disclosed under:
Non-current borrowings (Refer note 22)
Other current liabilities (Refer note 28)
44 Related Party Disclosures
(A) Key Management Personnel
Ketan Mehta ( Retired w.e.f. October 31, 2018)
Adam Elster (Appointed w.e.f. October 1, 2018)
Radhakrishnan Sundar
Farid Kazani
Lori Stanley
Edward Ossie
Kunal Karan
Nishant Shirke ( Resigned w.e.f. April 17, 2018)
Varika Rastogi (Appointed w.e.f. May 14, 2018)
166
-
-
-
-
-
-
-
-
137
-
137
(4)
133
13
120
133
Chief Executive Officer
Chief Executive Officer
Executive Director
Managing Director & Group CFO
General Counsel, North America
Chief Operating Officer
Chief Financial Officer
Company Secretary
Company Secretary
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
(B) Disclosure of transactions with key management personnel during the year:
Remuneration paid/payable:
Ketan Mehta (Retired w.e.f. October 31, 2018)
Adam Elster (Appointed w.e.f. October 1, 2018)
Radhakrishnan Sundar
Farid Kazani
Lori Stanley
Edward Ossie
Kunal Karan
Nishant Shirke (Resigned w.e.f. April 17, 2018)
Varika Rastogi (Appointed w.e.f. May 14, 2018)
Other benefits to key management personnel
For the year ended March 31, 2019
Provident Fund
Year ended
March 31, 2019
Year ended
March 31, 2018
146
187
24
135
149
242
44
1
21
229
-
27
162
138
222
39
16
-
National
Pension Scheme
Gratuity
Leave
encashment
Superannuation
Share based
benefit *
Farid Kazani
Radhakrishnan Sundar
Kunal Karan
Nishant Shirke
Varika Rastogi
Ketan Mehta
Adam Elster
Lori Stanley
Edward Ossie
5
3
2
-
1
-
-
-
-
5
-
1
-
-
-
-
-
-
2
-
1
-
-
-
-
-
-
4
-
1
1
-
-
-
-
6
7
-
2
-
-
-
-
-
-
39
-
-
-
-
107
263
12
47
For the year ended March 31, 2018
Provident Fund
National
Pension Scheme
Gratuity
Leave
encashment
Superannuation
Share based
benefit*
Farid Kazani
Radhakrishnan Sundar
Kunal Karan
Nishant Shirke
Ketan Mehta
Lori Stanley
Edward Ossie
5
3
2
-
-
-
-
4
-
1
-
-
-
-
1
-
-
-
-
-
-
3
-
1
-
-
-
6
7
-
3
-
-
-
-
48
-
8
2
68
11
43
* Shared based benefit is calculated based on the perquisite value for Indian KMP’s, whereas for foreign national KMP’s, it is
based on cost booked into Company
(C) Terms and conditions of transactions with related parties
The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions.
167
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
45 Contingent liabilities and commitments
(i)
(ii)
(iii)
Outstanding guarantees and counter guarantees to banks in respect of the bank guarantee given
in favour of STPI Authorities in India
B-17 Bond furnished to Customs Department in India
Performance guarantees given by Majesco Software and Solutions India Private Ltd., a step down
subsidiary of the Company on behalf of the following fellow subsidiaries :
(a) Majesco Canada Ltd.
(b) Majesco (Thailand) Co. Ltd
(iv)
The Company does not expect any cash outflows or any reimbursements in respect of the above
contingent liabilities.
Capital and other commitments
(i)
Capital commitments
As at
March 31, 2019
As at
March 31, 2018
27
1,350
7,978
1,877
31
777
7,840
1,795
Estimated amount of contracts remaining to be executed on capital account not provided for
64
13
46 Segment reporting
The Company’s operations predominantly relate to providing software solutions in the insurance industries delivered to
customers globally. The organisational and reporting structure of the Group is based on Strategic Business Units (SBU) concept.
The SBU’s are primarily geographical segments. SBU’s are the operating segments for which separate financial information is
available and for which operating results are evaluated regularly by management in deciding how to allocate resources and in
assessing performance. These SBU’s provide end-to-end information technology solutions on time and material contracts or
fixed bid contracts, entered into with customers. The Chief Operating Decision Maker (CODM) reviews the operations of the
Company as one operating segment. Hence no separate segment information has been furnished herewith.
The Group’s primary reportable segments consist of the following SBUs, which are based on the risks and returns in different
geographies and the location of the customers: North America Operations, Europe Operations, and Others. ‘Others’ include
operations of the Group in other parts of the world including India.
The following table sets forth revenues by country based on the billing address of the customer:
Year ended March 31, 2019
Year ended March 31, 2018
Amount (INR)
%
Amount (INR)
%
Segment Revenue
North America
Europe
Others
Total
Segment Results
North America
Europe
Others
Total
Unallocable
Finance cost
Other income
Profit before exceptional items
Exceptional items - loss / (gain)
Profit before tax
168
85.70%
6.95%
7.36%
100.00%
96.68%
4.72%
-1.40%
100.00%
84,676
6,866
7,268
98,810
13,956
681
(202)
14,435
6,878
361
(2,810)
10,006
(274)
10,280
87.70%
5.32%
6.98%
100.00%
86.03%
6.43%
7.54%
100.00%
70,689
4,288
5,627
80,604
6,695
500
587
7,782
7,307
489
(1,092)
1,078
(1,053)
2,131
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
The following table sets forth the Group’s property and equipment, net by geographic region:
Segment Assets
North America
Europe
Others
Segmental Assets
Unallocated Corporate Assets
Total Assets
Segmental Liabilities
North America
Europe
Others
Segmental Assets
Unallocated Corporate Assets
Total Liabilities
As at March 31, 2019
As at March 31, 2018
Amount (INR)
%
Amount (INR)
%
77.58%
16.01%
6.40%
57,433
11,853
4,741
74,027
37,123
111,150
100.00%
26,343
1,211
1,420
28,974
1,659
30,633
90.92%
4.18%
4.90%
100.00%
49,685
3,135
3,649
56,469
37,076
93,545
27,972
1,252
1,187
30,411
940
31,351
87.99%
5.55%
6.46%
100.00%
91.98%
4.12%
3.90%
100.00%
We provide a significant volume of services to many customers. Therefore, a loss of a significant customer could materially
reduce our revenues. The Group had one customer for the financial year ended March 31, 2019, and no customer for the
financial year ended March 31, 2018 that accounted for 10% or more of total revenue. The Group had one customer as of
March 31, 2019 and one customer as of March 31, 2018 that accounted for 10% or more of total accounts receivables and
unbilled accounts receivable. Presented in the table below is information about our major customer:
Particulars
Customer A
Revenue
Accounts receivables and unbilled accounts receivable
As at
March 31, 2019
% of total
revenue
As at
March 31, 2018
% of total
receivables
12,092
6,575
12.2%
26.4%
7,138
3,415
8.9%
17.7%
47 The Company has accounted net foreign exchange loss from transactions and translations under “Other expenses” in accordance
with the Guidance Note on Schedule III to the Companies Act, 2013 issued by the Institute of Chartered Accountants of India.
Further, ‘Income from operations’ includes net realised foreign exchange gain arising from currency hedges relating to certain
firm commitments and forecasted sales transactions. The table below shows the impact of the net foreign exchange gain on
the Groups profit for the year.
Net foreign exchange (gain) / loss
Net realised foreign exchange gain arising from hedging accounted under Income from operations
- Information technology services
As at
March 31, 2019
As at
March 31, 2018
(216)
483
52
(185)
48 Derivative financial instruments
The Company, in accordance with its risk management policies and procedures, enters into foreign currency forward contracts
to hedge against foreign currency exposures relating to highly probable forecast transactions. The Company does not enter
into any derivative instruments for trading or speculative purposes. The counter party is generally a bank. These contracts are
for a period between one day and two years.
The following ‘’ sell ‘’ foreign exchange forward contracts are outstanding :
Foreign currency (FC)
No. of Contracts
As at March 31, 2019
As at March 31, 2018
Amount of
Forward contracts
(FC in lakhs)
Amount of
Forward contracts
(INR in lakhs)
No. of
Contracts
Amount of
Forward contracts
(FC in lakhs)
Amount of
Forward contracts
(INR in lakhs)
GBP
USD
-
114
-
311
-
22,677
17
74
12
198
1,019
13,424
169
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Mark-to-market losses
Mark-to-market (gain)/loss reported in hedging reserve account (Refer note 21)
Mark-to-market (gain)/loss (net)
Classified as non current financial assets - others (Refer note 9)
Classified as current financial assets - others (Refer note 17)
Classified as other non current financial liabilities (Refer note 23)
Classified as other current financial liabilities (Refer note 28)
Unhedged foreign currency balance
As at
March 31, 2019
As at
March 31, 2018
(221)
(221)
302
91
15
94
(5)
(5)
30
127
11
83
Particulars
Currency
March 31, 2019
March 31, 2018
Foreign currency
in lakhs
INR in lakhs
Foreign currency
in lakhs
INR in lakhs
I.
II.
Assets
Liabilities
Payables (trade & others)
Other Financial Liabilities
Total Liabilities
Unhedged payables
USD
SGD
AUD
MYR
USD
-
1
-
-
-
-
-
-
91
-
-
-
-
91
-
1
-
-
-
1
1
-
85
4
1
1
-
91
91
49 Fair values of financial assets and financial liabilities
The Group’s financial instruments consist primarily of cash and cash equivalents, short term investments in time deposits,
restricted cash, derivative financial instruments, accounts receivables, unbilled accounts receivable, accounts payable,
contingent consideration liability and accrued liabilities. The carrying amount of cash and cash equivalents, short term
investments in time deposits, restricted cash, accounts receivables, unbilled accounts receivable, accounts payable and
accrued liabilities as of the reporting date approximates their fair market value due to the relatively short period of time of
original maturity tenure of these instruments. Classification of the financial assets and financial liabilities is given below:
Fair Value and Carrying Amount
As at March 31, 2019
As at March 31, 2018
FVTPL
FVTOCI Amortised cost
FVTPL
FVTOCI Amortised cost
FINANCIAL ASSETS- CURRENT
Investments
Loans
Other financial assets
FINANCIAL ASSETS- CURRENT
Investments
Loans
Other financial assets
Trade receivables
Cash and cash equivalents
Bank balances other than cash and cash equivalents
FINANCIAL LIABILITIES- NON CURRENT
Borrowings
Other financial liabilities
FINANCIAL LIABILITIES- CURRENT
Borrowings
Trade payables
Other financial liabilities
170
-
-
-
8,662
-
-
-
-
-
-
-
-
-
-
302
-
-
91
-
-
-
15
-
-
94
50
332
331
-
-
14,658
11,960
10,986
20,665
76
2,001
287
1,651
12,878
-
-
-
30,880
-
-
-
-
-
-
-
-
-
-
30
-
-
127
-
-
-
11
-
-
83
50
371
35
-
9
6,464
12,832
5,976
3,001
3,414
3,429
1,596
10,042
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
50 Fair value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
•
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
•
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Level 1 (Quoted price in active markets)
Investments in mutual funds FVTPL
Assets
Level 2
Derivative financial instruments (included in the following line items in the consolidated Balance
sheet
Other financial assets
Other financial liabilities
Liabilities
Level 3
Contingent consideration
Total
The following table presents the change in level 3 instruments:
Opening balance
Additions
Total gain / (loss) recognized in Statement of operations
Translation gain / (loss)
Closing balance
As at
March 31, 2019
As at
March 31, 2018
8,662
30,880
393
109
-
543
-
(584)
41
-
157
94
543
499
-
51
(7)
543
Contingent consideration pertaining to the acquisition of the consulting business of Agile Technologies,LLC, a New Jersey
limited liability company (“Agile”), as of December 31, 2015 has been classified under level 3 as the fair valuation of such
contingent consideration has been done using one or more of the significant inputs which are not based on observable market
data. The fair value of the contingent consideration was estimated using a discounted cash flow technique with significant
inputs that are not observable in the market. The significant inputs not supported by market activity included the Group’s
probability assessments of expected future cash flows related to its acquisition of the consulting business of Agile during
the earn-out period, appropriately discounted considering the uncertainties associated with the obligation, and calculated in
accordance with the terms of the asset purchase agreement (the “Agile Agreement”), dated December 12, 2014, as amended
on January 26, 2016. The total (loss)/ gain attributable to contingent consideration payable for the acquisition of the Agile
business were INR 51 lakhs and INR 109 lakhs for the fiscal years ended March 31, 2018 and March 31, 2017.The Group paid
INR 699 lakhs to Agile as earn-out consideration in the fiscal year ended March 31, 2018. The Group paid INR 773 lakhs to
Agile as earn-out consideration in the fiscal year ended March 31, 2017.
As on March 31, 2019, no amount is payable on this account.
The fair value of Derivative financial instruments is determined based on observable market inputs and valuation models.
The Derivative financial instruments are valued based on valuations received from the relevant counter-party (i.e., bank). The
fair value of the foreign exchange forward contract and foreign exchange par forward contract has been determined as the
difference between the forward rate on the reporting date and the forward rate on the original transaction, multiplied by the
transaction’s notional amount (with currency matching).
171
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
51 Financial risk management objectives and policies
The group is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The
group’s risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash
flows. The group does not engage in trading of financial assets for speculative purposes.
(A) Market risk
Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market
prices and rates. We are exposed to market risk primary due to fluctuations in foreign currency exchange rates and interest
rates, each as described more fully below. We do not hold or issue derivative financial instruments for trading or speculative
purposes.
(i)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The group’s exposure to the risk of changes in market interest rates relates primarily to
thegroup long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a
balanced portfolio of fixed and variable rate loans and borrowings.
Interest rate sensitivity
Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents and investments.
We do not use derivative financial instruments to hedge interest rate exposure. Our cash and cash equivalents and
investments as of March 31, 2019 were INR 10,986 lakhs and INR 8,662 lakhs respectively, as of March 31 2018 were
INR 5,976 lakhs and INR 30,880 lakhs respectively . We invest primarily in highly liquid, money market funds and bank
fixed deposits. Because of the short-term nature of the majority of the interest-bearing securities we hold, we believe
that a 10% fluctuation in the interest rates applicable to our cash and cash equivalents and investments would not have a
material effect on our financial condition or results of operations.
(ii) Foreign currency risk
As bulk of the income and a significant part of the expenses of the group are earned/incurred in foreign currency any
fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss, other
comprehensive income and equity.
Considering the countries and economic environment in which the group operates its operations are subject to risks
arising from fluctuations in the rates of US dollar, Great Britain pound, Singapore dollar against the Indian rupee which is
the functional currency of the group.
The group as per its risk management policy uses derivative instruments primarily to hedge foreign exchange.
The foreign exchange rate sensitivity is calculated by aggregate of the net foreign exchange rate exposure and a
simultaneous parallel foreign exchange rates shift to all the currencies by 10% against the functional currency i.e., the
Rupee.
As bulk of the income and a significant part of the expenses of the group are earned/incurred in foreign currency any
fluctuation in foreign currency exchange rates may have potential impact on the statement of profit and loss, other
comprehensive income and equity.
Considering the countries and economic environment in which the group operates its operations are subject to risks
arising from fluctuations in the rates of US dollar, Great Britain pound, Singapore dollar against the Indian rupee which is
the functional currency of the group.
The group as per its risk management policy uses derivative instruments primarily to hedge foreign exchange.
The foreign exchange rate sensitivity is calculated by aggregate of the net foreign exchange rate exposure and a
simultaneous parallel foreign exchange rates shift to all the currencies by 10% against the functional currency i.e., the
Rupee.
172
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
The following table sets forth information relating to foreign exchange exposure as at March 31, 2019
Particulars
Net Financial Assets
Net Financial Liabilities
USD
51,565
29,626
GBP
2,831
862
Mal Ringit
2,035
794
Euro
1,535
254
Others*
1,212
(1,439)
The following table sets forth information relating to foreign exchange exposure as at March 31, 2018
Particulars
Net Financial Assets
Net Financial Liabilities
USD
18747
17001
GBP
2881
364
Mal Ringit
Others*
1620
170
731
65
10% appreciation / depreciation of the respective foreign currencies with respect to the functional currency would result
in (decrease) / increase in the Group’s profit before tax by approximately INR 2,908 lakhs for the year ended March 31,
2019 and approximately INR 638 lakhs for the year ended March 31, 2018.
* Others include currencies such as Canadian dollar, Malaysian Ringetts, Mexican peso, Thai Baht.
(B) Credit risk
Financial instruments that potentially subject the Group to concentrations of credit risk consist of cash and cash equivalents,
time deposits, derivative financial instruments and accounts receivables. The Group maintains its cash and cash equivalents,
time deposits, derivative financial instruments with banks having good reputation, good past track record, and who meet the
minimum threshold requirements under the counterparty risk assessment process, and reviews their credit-worthiness on
a periodic basis. Accounts receivables of the Group are typically unsecured. As there is no independent credit rating of the
customer available with the Group, Management reviews the creditworthiness of customers based on their financial position,
past experience and other factors. The Group entities perform ongoing credit evaluations of their customers’ financial condition
and monitor the creditworthiness of their customers to which they grant credit terms in the normal course of business.
Refer to note 46 on ‘Segment information’ for details relating to customers with revenue that accounted for 10% or more of
total revenue and their outstanding total accounts receivables and unbilled accounts receivable as of March 31, 2019 and
March 31, 2018.
(C) Liquidity risk
Our cash and cash equivalent and short term investments position was INR 19,648 lakhs at March 31, 2019 and INR 36,856
lakhs at March 31, 2018. Net cash generated from/(used) by operating activities was for financial year INR 4,979 lakhs 2018-
19 and INR (2,276) lakhs for financial year 2017-18.
We had accounts receivable of INR 11,960 lakhs at March 31, 2019 and INR 12,832 lakhs at March 31, 2018. We had revenues
in excess of billings of INR 12,936 lakhs at March 31, 2019, and INR 6,401 lakhs at March 31, 2018. Accounts payable and
accrued expenses, and current portions of borrowings amounted to INR 5,029 lakhs at March 31, 2019, and 6,100 at March
31, 2018. The average days sales outstanding for financial year 2018-19 and financial year 2017-18 were 86 days and 81 days,
respectively. The increase to 6 days was primarily due to one customer. The days sales outstanding have been calculated by
taking into consideration the combined balances of accounts receivable and unbilled amounts receivable.
Net cash used in investing activities amounted to INR 2,078 lakhs for financial year 2018-19 compared to INR 23,143 lakhs
for financial year 2017-18. Net cash used for investing activities for financial year 2018-19 included the purchase of plant,
property & equipment and intangible assets aggregating to INR 3,427 lakhs, other than investments in mutual funds and fixed
deposits and acqusition of new subsidiary.
Puchase/(Sale) of investments in mutual funds was INR (24,394) lakhs (net) for financial year 2018-19 and INR 28,446 lakhs for
financial year 2017-18, respectively. Restricted cash/investments was INR 7,224 lakhs for financial year 2018-19 compared
to INR 8,814 lakhs for financial year 2017-18.
Net cash generated by financing activities was INR 1,730 lakhs for financial year 2018-19, compared to net cash generated
from financing activities of INR 23,235 lakhs for financial year 2017-18. The cash generated during the year was on account
of the proceeds (net) from issue of shares of INR 8,536 lakhs and borrowings were expand to the extent of INR 6,482 lakhs
173
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
in addition interest and other finance charges of INR 324 was incurred during the year. During the previous year, the cash
generated from financing activities was on account of the proceeds (net) from issue of shares of INR 23,188 lakhs and
borrowings by INR 1,767 lakhs reduced by payment of Dividend INR 283 lakhs and repayment of loans by INR 1065 lakhs.
We operate in multiple geographical regions of the world through our various subsidiaries. We typically fund the cash
requirements for our operations through license, services, and support agreements. As of March 31, 2019, we had
approximately INR 40,313 (PY 39,857) lakhs of cash, cash equivalents, other bank balances and marketable securities of
which approximately INR 27,566 (PY 5,350) lakhs is held by our foreign subsidiaries.
As a growing company, we have on-going capital expenditure needs based on our short term and long term business plans.
Although our requirements for capital expenses vary from time to time, for the next twelve months, we anticipate incurring
capital expenditures of 1000 to 1500 for new business development activities and infrastructure enhancements.
The tables below provide details regarding the contractual maturities of significant non derivatives financial liabilities as at
March 31, 2019:
Non Derivatives
Borrowings
Trade payables
Oher financial liabilities
Total
Between 1 months
to 12 months
Between 1 to 5
years
287
1,651
12,971
14,909
76
-
2,016
2,092
We believe that our current cash balances and anticipated cash flows from operations will be sufficient to meet our normal
operating needs for at least the next twelve months. These projections include anticipated sales to new customers and upsell/
cross sell to existing customers, the exact timing of which cannot be predicted with absolute certainty and can be influenced
by factors outside our control. Our ability to fund our working capital needs and address planned capital expenditures will
depend on our ability to generate cash in the future and plans to use the existing funds.
Our future liquidity and capital resource requirements will depend on many factors, including, but not limited to, the following
trends and uncertainties we face and those described in Risk Factors detailed above.
Our ability to generate cash is subject to general economic, financial, competitive and other factors beyond our control.
Our need to invest resources in product development in order to continue to enhance our current products, develop new
products, attract and retain customers and keep pace with competitive product introductions and technological developments.
We experience competition in our industry and continuing technological changes. Insurance companies typically are slow
in making decisions and have numerous bureaucratic and institutional obstacles, which can make our efforts to attain new
customers difficult. We compete on the basis of insurance knowledge, products, services, price, technological advances and
system functionality and performance.
We do not expect a need for a change in the mix or relative cost of our sources of capital.
52 Capital management
For the purpose of the Company’s capital management, capital includes issued equity capital, convertible preference shares,
share premium and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital
management is to maximize the shareholder value and to ensure the Company’s ability to continue as a going concern.
For the financial year ended March 31, 2019, the Board of Director at their meeting held on May 31, 2019 have recommended
a dividend of 30% (INR 1.5/- per equity share of INR 5/- each), subject to the approval of the shareholder in the issuing Annual
General Meeting of the company.
During the previous year, the Board of Director had declared a special dividend of 20% (INR 1/- per equity share of INR 5/-
each) which was approved by shareholders at Annual General Meeting of the company held on August 03, 2018.
174
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
The Board of Directors of the Company in the meeting held on August 3, 2017 approved the payment of Special Dividend @
INR 1/- per share (face value INR 5/- per share), to eligible shareholders. Accordingly the Company has appropriated 235 on
account of Special Dividend and 48 being tax thereon, during the previous financial year.
Total equity
Total debt
Overall financing
Gearing ratio
(i)
(ii)
(iii) = (i) + (ii)
(ii)/ (iii)
As at
March 31, 2019
As at
March 31, 2018
67,701
381
68,082
0.01
54,329
9,189
63,518
0.14
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2019,
March 31, 2018 . The details of capital raises during the previous year is given in note 20(b) [also refer note 61].
53 Acquisition of Cover-All Technologies Inc. , USA
On December 14, 2014, Majesco USA a subsidiary of Majesco Limited (“the Company” or Majesco) entered into a definitive
agreement plan of merger with Cover-All Technologies Inc. (“Cover-All”) pursuant to which Cover-All will merge with and into
Majesco USA, with Majesco USA surviving the merger in a 100% stock for stock transaction pursuant to which Cover-All’s
stock holders will receive 16.50% of the outstanding shares in the combined company. During the time, Cover-All common
stock was listed on the NYSE MKT in the USA.
The shareholders of Cover-All approved the merger at the meeting of shareholders held on June 22, 2015. Majesco USA
consummated the merger on June 26, 2015 and its common stock got listed on NYSE MKT and began trading on June 29,
2015.
For the purpose of these consolidated financial statements Majesco has accounted for the acquisition of Cover-All using the
pooling of interest method wherein the assets, liabilities and reserves of Cover-All are recorded at their existing carrying
amounts, after making adjustments for significant differences in the account policies followed by Cover-All and Majesco to
align the accounting policy of the company.
54 Acquisition of Mastek Asia Pacific Pte. Limited
On October 31, 2015, Majesco SDN BHD, a company incorporated under the laws of Malaysia (“Majesco Malaysia”) a step
down subsidiary of Majesco Limited (“the Company” or Majesco) entered into a share purchase agreement with Mastek
Limited (Mastek), pursuant to which Majesco Malaysia agreed to purchase from Mastek all of the issued and outstanding
shares of Mastek Asia Pacific Pte. Limited, a company incorporated under the laws of Singapore for a total cash purchase
consideration of 3,81,800 Singapore Dollars (INR 180.39 lakhs). The acquisition was completed on November 1, 2015.
55 Acquisition of business of Agile Technologies, LLC
During the year ended March 31, 2015, Majesco USA, a subsidiary of Majesco Limited had acquired the insurance industry
focused IT consulting business of Agile Technologies, LLC (“Agile”) with effect from January 01, 2015. On acquisition, goodwill
of $ 3.89 million (INR 2,577 lakhs) was recognized in the books in that year.
In addition, the terms of purchase provides for payment of contingent consideration to the selling shareholders, payable over
three years and calculated based on achievement of specific targets, The contingent consideration is payable in cash and
cannot exceed $ 4.20 million (INR 2,625 lakhs). A sum of $1.01 million, (INR 665 lakhs) was paid in 2015-16.
During the financial year 2016-17 an amendment to the initial agreement was executed and converted 50% of the remaining
contingent consideration into deferred consideration and capitalized additional $ 1.17 million (INR 773 lakhs) as goodwill.
During the financial year 2017-18 an amount of $ 1.1 million (INR 699 lakhs) was paid and charged to expense. Balance
contingent consideration was provided for at fair value.
During the financial year 2018-19, contingent consideration of INR 584 lakhs which was provided in earlier years has been
reversed as it was determined to be not payable. This has been classified as income under exceptional items. (Refer note 38).
175
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
56 Acquisition of business of Exaxe Holdings Limited
On November 27, 2018 (the effective date), Majesco, USA, subsidiary of the Company entered into a share purchase agreement
(SPA) for the acquisiton of all the issued share capital of Exaxe Holdings Limited, Ireland (Exaxe). On the effective date, Majesco,
USA, consummated the purchase of 90% of the issued share capital of Exaxe. As per the SPA, the remaining 10% of the issued
share capital will be transferred on August 1, 2019. The economic transfer date of the business is October 1, 2018.
Accordingly, Exaxe became direct subsidiary of Majesco, USA and step-down subsidiary of the Company.
Majesco, USA, has made an upfront payment of approximately INR 5,367 lakhs, and will make deferred payment of
approximately INR 2,897 lakhs (which include approximately INR 405 lakhs to be paid to designated employees of Exaxe) over
the next three years. For the remaining 10%, Majesco, USA, will pay approximately INR 557 lakhs on Aug 1, 2019.
For the purpose of preparing the consolidated financial statements of the company, Majesco, USA, has obtained an independent
fair valuation of the assets taken over and in the process recognised a Goodwill of approximately of INR 1,236 lakhs. The
expenses related to the acquisition, INR 310 lakhs has been shown as an exceptional item in the financial statements for the
year ended March 31, 2019.
57 New Zealand Branch
On March 23, 2016, the US subsidiary has incorporated a branch in New Zealand. No revenue was generated from the branch
for the year ended March 31, 2019 & March 31, 2018 respectively
58 Mexico Branch
On June 22, 2016, the US subsidiary has incorporated a branch in Mexico. Impact of its operations and balances are included
in consolidated financial statements
59 Rights issue of shares by Majesco USA
On December 6, 2018, Majesco, USA, subsidiary of the Company, filed a registration statement with SEC on Form S–1, as
amended, with respect to its proposed rights offering. On February 25, 2019 , Majesco USA, completed the right offering
pursuant to which they received approximately $ 43.5 million (INR 31,013 lakhs). The gross proceeds from sale of 61,23,463
of the common stock to shareholders who exercised their subscription rights (including both basic and over-subscription) in
the right offering the Company also exercised the rights, and paid approximately $ 32.5 million (INR 23,202 lakhs) and was
allotted 45,81,109 number of shares. Net receipt of the Group in the Rights offering was approximately $ 11.0 million (INR
7,740 lakhs), net of issue expenses.
60 On January 24, 2018, Majesco Software and Solutions Inc. (“MSSI”), a subsidiary of Majesco, received a summons with
notice filed in the Supreme Court of the State of New York by a customer, Alamance Services Inc. (“Alamance”), alleging a
purported breach of services and license agreement by MSSI. In the summons, Alamance sought compensatory damages
(including lost profits) of an amount of at least $10 million, pre-and post-judgment interest and costs and fees. On March 12,
2019, MSSI and Alamance signed a Settlement Agreement and Release, settling such action. Pursuant to the terms of the
Settlement Agreement, MSSI paid Alamance U.S. a cash settlement amount following which the parties filed a Stipulation of
Discontinuance dismissing the action with prejudice. Most of the amount paid by MSSI will be covered by its insurance policy.
The net amount is included under Consultancy and sub-contracting charges.
61 Closure of Majesco (Thailand) Co Ltd.
Pursuing the management decision to discontinue business operations in Thailand, during the quarter ended December 31,
2018, the process of closing down the step down subsidiary company in Thailand namely Majesco (Thailand) Co. Ltd. was
initiated. The process of closing down was completed on January 29, 2019.
62 Cover-All Merger
The Company’s overseas stepdown subsidiary, Cover-All Systems Inc., USA got merged with another overseas stepdown
subsidiary, Majesco Software and Solutions Inc., USA, with effect from January 1, 2019, surviving entity being Majesco
Software and Solutions Inc., USA. Both these entities were wholly owned subsidiaries of the Company’s subsidiary Majesco,
USA. The merger has no financial impact in the consolidated financial statements of the Company.
63 Sale of India Insurance Business
During the year, the Company has entered into an agreement with its step down subsidiary, Majesco Software and Solutions
India Private Ltd. to sell its India Insurance Product and Services business as a going concern on a slump basis for a lumpsum
consideration of INR 2,437 lakhs, on the basis of a valuation report obtained from an independent valuer, subject to certain
adjustments at or after closing, w.e.f. April 1, 2019. This has been approved by the Board of Directors of both the companies
and the shareholders of the Company. As the transaction is within the Group, there is no separate accounting treatment or
disclosure requirements at the consolidated level.
176
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
64 Minority Interest (Non Controlling interests)
As at March 31, 2019, the Company held 70.28% (previous year 69.75%) of the shares of its subsidiary “Majesco, USA”.
Accordingly minority interest has been computed and shown separately in the consolidated financial statements of the
company.
Majesco, USA had adopted the Majesco 2015 Equity Incentive Plan during the financial year 15-16, under which option may
be granted to the employees, consultants and directors. As of March 31, 2019, 17,29,358 (previous year 12,00,212) options
were exercisable.
Majesco USA has also issued warrants to purchase its shares to the lenders of Cover- All (subsidiary of the Company) and
advisor to Majesco. As at March 31, 2019, 25,000 (previous year 25,000) excisable warrants were outstanding.
Majesco USA has also issued right share during the financial year , out of 61,23,463 shares 15,42,354 shares has been alloted
to minority shareholders.
65 Disaggregate revenue information
Particulars
Revenue by offerings
License fees
Professional Services
Cloud Implementation
Cloud Subscription
Support & Maintenance
Total
Revenues by contract type
Fixed Price contracts
Time and Materials
Total
March 31, 2019
March 31, 2018
2,983
37,472
28,509
11,601
18,244
98,811
69,677
29,133
98,810
1,673
42,328
16,738
7,247
12,618
80,604
51,578
29,026
80,604
66 Disclosures mandated by Schedule III of Companies Act, 2013 by way of additional information
Net Assets
March 31, 2018
March 31, 2019
Name of the entity
Parent Entity
Majesco Limited
Subsidiary
Indian
Majesco Software And Solutions India Private Ltd.
Foreign
Majesco
Majesco Software and Solutions Inc.
Majesco Canada Ltd.
Majesco (UK) Ltd.
Majesco Sdn Bhd.
Majesco (Thailand) Co. Ltd.
Majesco Asia Pacific Pte Ltd.
Exaxe Holdings Limited
Exaxe Limited
Non-controlling interest
Intercompany elimination and consolidation adjustments
Total
As % of consolidated
net assets
Amount As % of consolidated
net assets
Amount
80%
54,057
96%
51,990
14%
58%
34%
0%
3%
2%
0%
0%
2%
2%
115%
-19%
-76%
100%
9,600
39,308
22,972
(17)
1,726
1,502
-
130
1,028
1,492
77,741
(12,816)
(51,281)
67,701
9%
19%
31%
0%
3%
4%
-1%
0%
0%
0%
64%
-14%
-45%
100%
4,653
10,520
16,620
(19)
1,590
2,136
(698)
114
-
-
34,916
(7,865)
(24,712)
54,329
177
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated)
Share in Total OCI
Name of the entity
Parent Entity
Majesco Limited
Subsidiary
Indian
Majesco Software And Solutions India Private Ltd.
Foreign
Majesco
Majesco Software and Solutions Inc.
Cover-All Systems Inc.
Majesco Canada Ltd.
Majesco (UK) Ltd.
Majesco Sdn Bhd.
Majesco (Thailand) Co. Ltd.
Majesco Asia Pacific Pte Ltd.
Exaxe Holdings Limited
Exaxe Limited
Non-controlling interest
Intercompany elimination and consolidation adjustments
Total
Share In profit/(loss)
Name of the entity
Parent Entity
Majesco Limited
Subsidiary
Indian
Majesco Software And Solutions India Private Ltd.
Foreign
Majesco
Majesco Software and Solutions Inc.
Cover-All Systems Inc.
Majesco Canada Ltd.
Majesco (UK) Ltd.
Majesco Sdn Bhd.
Majesco (Thailand) Co. Ltd.
Majesco Asia Pacific Pte Ltd.
Exaxe Holdings Limited
Exaxe Limited
Non-controlling interest
Intercompany elimination and consolidation adjustments
Total
178
March 31, 2019
March 31, 2018
As % consolidated
profit or loss
Amount
As % consolidated
profit or loss
Amount
22%
1,216
358%
1,444
4,881
873%
3,520
90%
-88%
114%
0%
0%
2%
-12%
16%
0%
-11%
11%
124%
-33%
-14%
100%
(4,740)
6,147
-
(1)
135
(634)
892
15
(590)
611
6,715
(1,773)
(745)
5,413
-2204%
109%
966%
0%
80%
59%
-22%
3%
0%
0%
-137%
44%
-10%
100%
(8,883)
439
3,892
1
321
237
(89)
11
-
-
(551)
179
(40)
1,033
Amount
March 31, 2019
March 31, 2018
As % consolidated
profit or loss
Amount
As % consolidated
profit or loss
23%
1,217
228%
1,434
89%
-81%
95%
0%
0%
3%
-12%
16%
0%
0%
13%
124%
-33%
-14%
100%
4,814
555%
3,488
(4,372)
5,150
(1)
166
(650)
876
14
-
705
6,702
(1,770)
(745)
5,404
-1421%
674%
0%
1%
21%
-4%
-4%
0%
0%
0%
-177%
55%
-6%
100%
(8,935)
4,237
6
134
(25)
(23)
3
-
-
(1,115)
349
(40)
629
Majesco Annual Report 2018-19Shaping the future of insuranceNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) Share in OCI
Name of the entity
Parent Entity
Majesco Limited
Subsidiary
Indian
Majesco Software And Solutions India Private Ltd.
Foreign
Majesco
Majesco Software and Solutions Inc.
Cover-All Systems Inc.
Majesco Canada Ltd.
Majesco (UK) Ltd.
Majesco Sdn Bhd.
Majesco (Thailand) Co. Ltd.
Majesco Asia Pacific Pte Ltd.
Exaxe Holdings Limited
Exaxe Limited
Non-controlling interest
Intercompany elimination and consolidation adjustments
Total
March 31, 2019
March 31, 2018
As % consolidated
profit or loss
Amount
As % consolidated
profit or loss
Amount
-12%
758%
-4186%
11324%
0%
0%
-359%
189%
182%
17%
-6702%
-1073%
150%
-39%
0%
100%
(1)
67
(368)
997
-
-
(32)
17
16
1
(590)
(94)
13
(3)
-
9
2%
8%
13%
23%
0%
-1%
46%
65%
-16%
2%
0%
0%
140%
-42%
0%
100%
10
32
52
94
-
(5)
187
262
(66)
8
-
-
564
(171)
-
403
67 Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS as required by Schedule III of
the Act.
The accompanying notes are an integral part of the consolidated financial statements.
For and on behalf of the Board of Director
As per our report of even date attached
Farid Kazani
Managing Director & Group CFO
DIN- 06914620
Venkatesh N. Chakravarty
Non-Executive Chairman and Independent Director
DIN- 01102892
Jyotin Mehta
Non-Executive and Independent Director
DIN - 00033518
Kunal Karan
Chief Financial Officer
Varika Rastogi
Company Secretary
M. No - F7864
Place : Navi Mumbai
Date : May 15, 2019
For Varma & Varma
Chartered Accountants
FRN: 004532S
Cherian K Baby
Partner
M No: 16043
Place : Navi Mumbai
Date : May 15, 2019
179
Company overviewStatutory reportS Financial statementsNotes to the Audited Consolidated Financial StatementsFor the year ended March 31, 2019(Amount in INR lakhs, unless otherwise stated) KEY STATISTICS (CONSOLIDATED)
Particulars
Total revenue
Operationg (EBIDT)
Operating Profit Margin (%)
Net Profit
EPS ( Rs/share) - Basic
EPS ( Rs/share) - Diluted
Growth in Revenue
Net Profit Margin
Effective Depreciation rate
Interest Cover ( Times)
Return on Net Worth
Debt/Equity
Current Ratio
Debtors Turnover ( No. of days)
Depreciation/Averge Gross Block
Divident Payout
Divident Yield
Operating Cash Flows
Capital Expenditure in Fixed Assets
Current Investments and Cash and Bank Balances
Current Investments and Cash and Bank Balances as % of total assets
2018-19
1,01,620
12,328
12.13%
7,174
19.14
18.36
24.38%
7.05%
11%
0.04
2.99
0.04
2.99
86
0.11
-
4,979
3,427
40,313
7.79%
2017-18
81,696
3,352
4.10%
280
2.60
2.47
-2.25%
0.34%
15%
0.41
1.16%
0.17
2.71
81
0.15
283
(2,276)
1,289
39,857
43%
(` in lakhs)
2016-17
83,577
3,330
3.98%
673
2.18
2.05
9.08%
0.81%
16%
0.51
1.73%
0.29
1.86
79
0.16
NA
8,752
2,467
17,565
27%
180
Majesco Annual Report 2018-19Shaping the future of insurance NOTICE
MAJESCO LIMITED
Registered Office: MNDC, MBP-P-136, Mahape,
Navi Mumbai – 400 710
Corporate Identification Number (CIN): L72300MH2013PLC244874
Website: www.majesco.com
Phone: +91-22-61501800; Fax: +91-22-27781320
NOTICE is hereby given that 6th Annual General Meeting
(“AGM”) of the members of Majesco Limited is scheduled to be
held on Tuesday, August 6, 2019 at 11:00 A. M. (IST) at Hotel
“Country Inn and Suites By Radisson”, Plot No. X-4/5-B, TTC
Industrial Area, MIDC, Mahape, Shilphata Road, Navi Mumbai
– 400 701, to transact the following businesses:
ORDINARY BUSINESS
1. To receive, consider, approve and adopt the Audited
Financial Statements of the Company (Standalone and
Consolidated) for the financial year 2018-19 together with
Reports of the Board of Directors and Auditors thereon.
2. To declare final dividend of ` 1.50/- per equity share for the
financial year 2018-19.
3. To appoint a Director in place of Mr. Radhakrishnan Sundar
(DIN: 00533952), who retires by rotation and being
eligible, offers himself for re-appointment as a Director.
4. To appoint M/s. MSKA & Associates, Chartered
Accountants, as Statutory Auditors and in this regard to
consider and, if thought fit, to pass following resolution as
an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections
139(8), 141 and other applicable provisions,
if any,
of the Companies Act, 2013 [including any statutory
modification(s) or re-enactments thereof for the time
being in force] read with the Companies (Audit and
Auditors) Rules, 2014, M/s. MSKA & Associates, Chartered
Accountants (ICAI Firm Registration No: 105047W), be
and are hereby appointed as Statutory Auditors of the
Company, to fill the casual vacancy caused by the resignation
of M/s. Varma & Varma, Chartered Accountants (ICAI Firm
Registration Number: 004532S), to hold the office from
July 4, 2019, until the conclusion of this 6th Annual General
Meeting of the Company.
RESOLVED FURTHER THAT pursuant to the provision
of Sections 139(1), 141 and other applicable provisions if
any, of the Companies Act, 2013 [including any statutory
modification(s) or re-enactments thereof for the time
being in force] read with the Companies (Audit and
Auditors) Rules, 2014, M/s. MSKA & Associates, Chartered
Accountants (ICAI Firm Registration No: 105047W) be
and are hereby appointed as the Statutory Auditors of the
Company, to hold office for a period of five consecutive
years from the conclusion of this 6th Annual General
Meeting till the conclusion of 11th Annual General Meeting
of the Company, for conducting Statutory Audit and
quarterly limited review from the financial year 2019-20
till (and including) the financial year 2023-24, at a
remuneration of ` 12,85,000/- towards statutory audit and
` 4,50,000/- towards quarterly limited review for financial
year 2019-20 aggregating to ` 17,35,000/- plus applicable
taxes along with out-of-pocket expenses and for such
remuneration and expenses thereafter as may be mutually
agreed between the Company and the said Statutory
Auditors.”
SPECIAL BUSINESS
5. Appointment of Mr. Jyotin Mehta as an Independent
Director of the Company
To consider and if thought fit, to pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to provisions of Sections
149, 152, 160, 161 and other applicable provisions, if
any, of the Companies Act, 2013 read with Schedule IV
to the Companies Act, 2013 [including any statutory
modification(s) or re-enactment(s) thereof, for the time
being in force] and the Companies (Appointment and
Qualification of Directors) Rules, 2014 and applicable
regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mr. Jyotin Mehta (DIN:
00033518), who was appointed as an Additional Director
and also as an Independent Director of the Company by
the Board of Directors of the Company with effect from
November 5, 2018 and who holds the said office up to the
date of this Annual General Meeting and who is eligible
for appointment under the relevant provisions of the
Companies Act, 2013, and in respect of whom the Company
has received a notice in writing from a member signifying
his intention to propose him as a candidate for the office of
the Director, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation
and to hold office for a term of 5 (five) consecutive years
from November 5, 2018 to November 4, 2023.”
6. Appointment of Mr. Ashank Desai as a Non-Executive
Director of the Company
To consider and if thought fit, to pass the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to provisions of Sections
149, 152, 160, 161 and other applicable provisions, if
any, of the Companies Act, 2013 [including any statutory
modification(s) or re-enactment(s) thereof, for the time
being in force] and the Companies (Appointment and
Qualification of Directors) Rules, 2014 and applicable
regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mr. Ashank Desai
(DIN: 00017767), who was appointed as an Additional
Non-Executive Director of the Company by the Board of
Directors of the Company with effect from May 31, 2019
and who holds the said office up to the date of this Annual
General Meeting and who is eligible for appointment under
the relevant provisions of the Companies Act, 2013 and
in respect of whom the Company has received a notice in
writing from a member signifying his intention to propose
him as a candidate for the office of the Director, be and
is hereby appointed as a Non-Executive Director of the
Company, liable to retire by rotation.”
181
Company overviewStatutory reportS FinanCial statements
7. Alteration of Objects Clause of the Memorandum of
Association of the Company
To consider and if thought fit, to pass the following
resolution as a Special Resolution:
“RESOLVED THAT pursuant to provisions of Sections 4, 13
and other applicable provisions, if any, of the Companies
Act, 2013 [including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force] and the
rules made thereunder and subject to such other requisite
approvals/ permissions, if any, in this regard from relevant
statutory authorities and such modifications as may be
prescribed by such authorities and agreed to by the Board
of Directors of the Company, consent of the Members of
the Company be and is hereby accorded for alteration of
Objects Clause of Memorandum of Association of the
Company in following manner:
Existing Clause III be divided into two parts that is (A) Main
Objects to be pursued by the Company; and (B) Matters
which are necessary for furtherance of the Main Objects,
and be substituted by the following Clause III:
acquire, subscribe, purchase, hold, sell, mortgage, pledge,
endorse, discount, assign, divest or otherwise deal in
any securities, hybrid securities, commercial papers,
Government securities/ bonds, fixed deposits, units of
mutual funds or instruments of any kind or description
for strategic purposes or otherwise, whether in India or
abroad.
(B) Matters which are necessary for furtherance of
objects specified in Clause (III) (A) are:
1. To enter into agreement, contract for, undertake or
otherwise arrange for receiving, mailing or forwarding any
circulars, notices, brochures, reports, materials, articles
and things belonging to any other company or firm,
institution or person or persons, by means of delivery by
hand or otherwise.
2. To negotiate loans, to draw, accept endorse, discounts, buy,
sell and deal in bills of exchange, promissory notes, bonds,
debentures, coupons and other negotiable instruments
and securities.
3. To receive money, securities and valuable of all kinds on as
“(A) The Main objects to be pursued by the Company are:
may be expedient.
1. To
on
the
carry
of manufacturers,
business
distributors, importers, exporters, assemblers, installations,
maintainers, repairers of and dealer in computers and
computers peripherals and storage media being tape,
drives, printers, video terminals, consoles, floppy disk
drives hard disk drives, on line data entry systems, modems,
acoustic, couplers, computer and tele-communication
data network equipment and punches, voice recognition/
input/ output peripherals, microprocessors chips, mother
board, circuit cards and printed circuit boards, floppy
diskettes, hard disks, magnetic tapes, cards, continuous
stationery paper, tape, cathode ray tubes, computers and
peripherals cabinets and any other computer memory or
peripherals equipment or storage media currently in use or
to be invented/ developed/ utilized at any time in the future
and also to purchase, develop, sell, export or otherwise
deal in goods, products, articles or things and computer
software and hardware including electronic equipments,
programmes, systems, data and other facilities relating to
computer operations and data processing equipment and
business of Information Technology enabled services and
all other related activities.
2. To undertake and carry on the business of leasing of
immovable and movable properties of all kinds and
description and right, title and interest therein, equipment
leasing and leasing of all kinds of goods required for
consumption or for commercial, industrial or business use
or for any purpose whatsoever, to purchase or otherwise
acquire, erect, maintain or reconstruct any buildings,
offices, workshops and other things found necessary or
convenient for the purpose of the company, to manage,
land, building and other property both movable and
immovable whether belonging to the company or not,
and to collect rents and incomes and to supply to tenants,
users and occupiers attendants, servants, waiting rooms,
reading rooms and other conveniences and other services
as may be necessary.
3. To invest moneys of the Company (including the moneys
not immediately required) in subsidiaries in such manner
as may be determined from time to time and to invest,
182
4. To give any guarantee or indemnity for the payment of
money or the performance of any obligations undertakings.
5. To borrow or raise money and secure and discharge any
debt or obligation binding on the company in such manner
as may be thought fit, and in particular by the mortgages
of the undertaking and all or any of the immovable or
movable property (present or future) and the uncalled
capital of the company, or by the creation and issue, on
such terms as may be thought expedient, of debentures
or debenture-stock, perpetual or otherwise, or other
securities of any description.
6. To employ experts to investigate and examine into the
condition, management, prospects, value, character and
circumstances of any business, concerns and undertakings
and generally of any assets, property or rights.
7. To give guarantees and carry on transact every kind
of guarantee and counter-guarantee business and in
particular to guarantee the payment of any principal
moneys, interest or other moneys secured by or payable
under any debentures, bonds, debenture-stock, mortgages,
charges, contracts, obligations and securities and the
payment of dividends on and the repayment of the capital
of stocks and shares.
8. To purchase, take on lease or in exchange, hire or otherwise
howsoever acquire may immovable or movable property,
patents or licenses rights and privileges which the company
may think necessary or convenient for the purpose of its
business and in particular any land, tenements, buildings
and casements and to sell, lease or otherwise dispose or
grant right over any immovable property belonging to the
company.
9. To develop and turn to account any land acquired by the
company or in which it is interested and in by laying on and
preparing the same for building purposes, constructing,
altering, pulling down decorating, maintaining, fitting up
and improving buildings and by planting, paving, draining,
farming cultivating and letting building on lease and by
advancing money to and entering into contracts and
arrangements of all kinds with builders and others.
Majesco Annual Report 2018-19Shaping the future of insurance
10. To undertake and execute and trusts and also to undertake
and execute the offices of executor of will of any deceased
persons, trustees for debentures holders or debenture-
stock holders of any company and of receiver, treasurer,
to appoint trustees, to hold securities on behalf and to
protect the interests of the company.
contributing to provident funds and other payments
or institutions, trusts, and by providing or subscribing
towards medical or other attendance and other assistance
as the company may think fit and to subscribe to or to
contribute or otherwise assist to charitable, benevolent,
national and or to other institutions or objects.
11. To obtain any provisional order or act of the government
for enabling the company to carry any of its objects into
effect or for effecting any modification of the company’s
constitution.
20. To procure the recognition of the company under laws
or regulations of any other country and to do all acts
necessary for carrying on any business or activity of the
company in any foreign country.
12. To open current or other accounts with any banks, pay
money into and draw money from such accounts.
13. To amalgamate, enter into partnership or make any
arrangement for sharing profits, union of interests, co-
operation, joint venture or reciprocal concession, or
for limiting competition, with any individual, person or
company carrying on or engaged in or about to carry on or
engage in any business or transaction which the company
is authorised to carry on or engage in or which can be
carried on in conjunction therewith or which is capable of
being conducted so as directly or indirectly to benefit the
company.
14. To enter into any arrangements with any Government or
authorities that may seem conducive to the attainment of
the company’s objects or any of them and to obtain from
any such government or authority, any rights privileges,
licenses and concessions which the company may consider
necessary or desirable to obtain and to carry out, exercise,
use or comply with any such arrangements, rights,
privileges or concession.
15. To distribute any of the company’s property among
the members in specie subject to the provisions of the
companies act in the event of winding up.
16. To form, promote, subsidies, organize and assist or aid
in forming promoting, subsidizing, organizing or aiding
companies, syndicates, or partnerships of all kinds, for
the purpose of accepting and undertaking any property
and liabilities of this company, or for advancing directly
or indirectly the objects thereof, or for any other purpose
which the company may think expedient.
of
17. To acquire, purchase, take over and/or amalgamate
business
existing
companies which
circumstances, from time to time may conveniently or
advantageously be combined with the business of the
company; to amalgamate with companies whose business
are so acquired, purchased or taken over and/or to enter
into agreement with the object of acquisition of such
undertakings, and / or business.
under
18. To invest the surplus funds of the company from time to
time in Government securities or in any other including
bills of exchange, acceptance as may from time to time be
determined by the Directors and from time to time to sell
or vary all such investment and to execute all assignments,
transfer, receipts and documents that may be necessary in
that behalf.
19. To provide
for the welfare of the employees or
ex-employees of the company and wives, widows and
families of the dependents of such persons by grant to
money, pension, allowances, bonus or other payments
or by creating and from time to time subscribing or
21. To pay all costs, and expenses incurred or sustained in or
about the promotion, incorporating and establishment of
the company, or which the company shall consider to be
preliminary out of the funds of the company.
22. To establish competition in respect of contributions or
information suitable for insertion in any publications
of the company, or otherwise for any of the purposes of
the company, and to offer and grant prizes, rewards and
premium of such character and on such terms as may be
seem expedient.
23. To provide for and furnish or secure to any members or
customers of the company or to any subscribers to or
purchasers or possessors of any publication of the company
or of the coupons or tickets, issued with any publications
of the company any conveniences advantages, benefits or
special privileges which may seem expedient and either
gratuitously or otherwise.
24. To refer to or agree to refer my claims, demand, dispute or
any other question by or against the company or in which
the company is interested or concerned, and whether
between the Company and the member or members or his
or their representatives or between the company and third
parties to arbitration and to observe and perform and to
do all acts, matters and things to carry out or enforce the
awards.
25. To apply for, promote, and obtain any statute, order,
regulation or other authorization or enactment which
may seem calculated directly or indirectly to benefit
the company and to oppose any bills, proceedings or
applications which may seem calculated directly or
indirectly to prejudice the company’s interests.
26. To sell, dispose of, or transfer the business, property and
undertakings of the company, or any part thereof for any
consideration which the company may seem fit to accept.
27. To receive money on deposit at interest or otherwise for
fixed periods, and to lend money on any terms that may
be thought fit and particularly to customers or other
persons or corporations having dealings with company.
The company shall not carry on any business of banking
as defined by the Banking Regulation Act, 1949, or any
statutory modifications thereof.
28. To take part in the formation, supervision or control of the
business or operations of company or undertaking and to
that purpose act as an issue house, registrars and share
transfer agents, financial advisers or technical consultants
or in any of the capacity and to appoint and remunerate
any Directors, administrators or accountants or other
experts / agents.
29. To carry on the business of promoting, building, operating,
developing, leasing of software parks, infrastructure for
183
Company overviewStatutory reportS FinanCial statements
Information Technology, Information Technology enabled
services and all other related activities.
30. To act as management consultants, and to provide
advice, services, consultancy in various fields general
labour,
administrative, commercial
industrial and public relations, scientific technical,
direct, and indirect taxation and other levies, statistical,
accountancy, quality control and data processing.
legal, economic,
31. To acquire,
lease or
lend sophisticated machineries
such as computers, tabulators equipments, addressing
machines and other equipments and leasing or lending
such equipments for providing services of these machines
to various clients.
photo-lithographers,
32. To carry on all or any of the business of printers, stationers,
lithographers, type founders, stereotypers, photographic
chromelithographers,
printers,
engravers,
designers,
draughtsman, paper and ink manufacturers, book-sellers,
publisher, advertising agent, engineers and dealers in
manufacturers of any other articles or things or any of
them or concerned therewith.
book-binders,
diesinkers,
35. To carry on business as general merchants and traders
in goods and commodities, on ready or forward basis,
commission agents, buying and selling agents, brokers,
importers, exporters and to act as manufacturer’s
representatives.
RESOLVED FURTHER THAT the Board of Directors of
the Company be and is hereby authorized to undertake all
such acts, deeds, matters and things and to execute all such
deeds, documents and writing as may be deemed necessary,
proper, desirable and expedient in its absolute discretion,
for the purpose of giving effect to this resolution and to
settle any question, difficulty or doubt that may arise in this
regard.
RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorized to delegate all or any
of the powers conferred on it by or under this resolution to
any Committee of Directors of the Company or Officer(s) of
the Company in order to give effect to this resolution.”
33. To carry on the business of purchase and sale of movable
and immovable properties of all types, including land
(agricultural and non-agricultural), building, house, flats,
bungalows, shops offices, showrooms and godowns.
34. To acquire, lease or lend or provide on hire purchase basis
plant and machinery for manufacturing enterprises and
leasing or lending such plant and machinery for providing
services to various clients.
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
ANNUAL GENERAL MEETING (“AGM”) IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE INSTEAD
OF HIMSELF/ HERSELF AND PROXY NEED NOT BE A
MEMBER OF THE COMPANY.
A PERSON CAN ACT AS PROXY ON BEHALF OF
MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING
IN AGGREGATE NOT MORE THAN TEN PERCENT
OF THE TOTAL SHARE CAPITAL OF THE COMPANY.
MEMBER HOLDING MORE THAN TEN PERCENT
OF THE TOTAL SHARE CAPITAL OF THE COMPANY
CARRYING VOTING RIGHTS MAY APPOINT A SINGLE
PERSON AS PROXY AND SUCH PERSON SHALL NOT
ACT AS A PROXY FOR ANY OTHER MEMBER. PROXIES
IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT
THE REGISTERED OFFICE OF THE COMPANY, DULY
COMPLETED AND SIGNED, NOT LESS THAN FORTY
EIGHT (48) HOURS BEFORE THE AGM. PROXIES
SUBMITTED ON BEHALF OF THE COMPANIES,
SOCIETIES ETC., MUST BE SUPPORTED BY AN
APPROPRIATE RESOLUTION/ LETTER OF AUTHORITY,
AS APPLICABLE.
2.
Institutional/ Corporate members are required to send
to the Company a certified copy of the Board Resolution,
pursuant to Section 113 of the Companies Act, 2013,
authorizing their representative to attend and vote at the
AGM.
184
By order of the Board of Directors
For Majesco Limited
Place: Navi Mumbai
Date: July 3, 2019
Varika Rastogi
Company Secretary
3. Explanatory Statement pursuant to Section 102(1) of the
Companies Act, 2013 relating to the Special Business in the
Notice is annexed hereto and forms part of this Notice.
4.
In pursuance of Regulation 36 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard
on General Meetings, details in respect of the Directors
seeking appointment/ re-appointment at the AGM, form
part of this Notice.
5. Pursuant to Section 91 of the Companies Act, 2013, the
Register of Members and Share Transfer Books of the
Company shall remain closed from Thursday, August 1,
2019 to Tuesday, August 6, 2019 (both days inclusive), for
the purpose of payment of final dividend for the financial
year 2018-19 and AGM.
6. The dividend, as recommended by the Board of Directors,
if declared at the AGM, will be paid within thirty days to
those members whose name appear on the Company’s
Register of Members as at the end of July 31, 2019 and
in respect of shares held in dematerialized form, to the
beneficial owners of the shares as at the end of July 31,
2019.
7. As per the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company shall use
any of the electronic mode of payment facility approved
by the Reserve Bank of India for the payment of dividend.
Members holding shares in demat mode are requested to
submit their Bank details viz. Bank Account Number, Name
of the Bank, Branch details, MICR Code, IFS Code to the
Majesco Annual Report 2018-19Shaping the future of insurance
Depository Participants with whom they are maintaining
their demat account and Members holding shares in
physical mode are requested to submit the said bank
details to the Company’s Registrar & Share Transfer Agent.
8. Members are requested to immediately notify any change
in their address and e-mail IDs to the Registrar & Share
Transfer Agent of the Company at the following address:
Karvy Fintech Private Limited
(Unit: Majesco Limited)
Karvy Selenium Tower B, Plot 31-32,
Gachibowli Financial District,
Nanakramguda, Hyderabad – 500 032
Telephone: +91 40 6716 2222
Fax: +91 40 2342 0814
E-mail: einward.ris@karvy.com
9. Members/ Proxies/ Authorized Representatives are
requested to bring duly filled Attendance Slip along with
their copy of the Annual Report, for attending the AGM.
Please note that copies of the Annual Report or Attendance
Slips shall not be distributed at the AGM.
The remote e-voting period begins on Friday, August 2, 2019
at 9.00 a.m. (IST) and ends on Monday, August 5, 2019 at 5.00
p.m. (IST). The remote e-voting module shall be disabled for
voting thereafter. The members of the Company, holding
shares in physical form or in dematerialized form, as on the
cut-off date being Wednesday, July 31, 2019 may cast their
vote through remote e-voting or voting at the AGM.
A person who acquires shares of the Company and becomes
member of the Company after dispatch of AGM Notice and
holding shares as of the cut-off date i.e. Wednesday, July
31, 2019 may obtain the User ID and Password by sending
a request at evoting@nsdl.co.in.
A person who is not a member as on the cut-off date should
treat this Notice for information purposes only.
14. INSTRUCTIONS FOR E-VOTING
The way to vote electronically on NSDL e-voting system
consists of “Two Steps” which are mentioned below:
Step 1: Log-in to NSDL e-Voting system at https://www.
evoting.nsdl.com/
Step 2: Cast your vote electronically on NSDL e-Voting
system
10. Notice of sixth AGM and Annual Report for 2018-19 will
be made available on the Company’s website https://
ir.majesco.com/financial-information/annual-reports/.
Details on Step 1 is mentioned below:
How to Log-in to NSDL e-Voting website?
11. The route map showing directions to reach the venue of
the AGM is attached with this Notice.
1. Visit the e-Voting website of NSDL. Open web browser
by typing the following URL: https://www.evoting.nsdl.
com/ either on a Personal Computer or on a mobile.
12. The members may kindly note that no gifts or gift coupons
or cash in lieu of gifts will be distributed at or in connection
with the AGM.
2. Once the home page of e-Voting system is launched,
click on the icon “Login” which is available under
‘Shareholders’ section.
13. Voting through Electronic Means
In compliance with the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the Companies
(Management and Administration) Rules, 2014, as
amended, Secretarial Standard on General Meetings
(SS-2) and Regulation 44 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company is pleased to provide its members facility to
exercise their right to vote on resolutions proposed to be
considered at the AGM by electronic means. The facility
of casting the votes by the members using an electronic
voting system from a place other than venue of the AGM
(‘remote e-voting’) will be provided by National Securities
Depository Limited (‘NSDL’).
Mr. Abhishek Bhate, Company Secretary in Practice (ICSI
Membership No. ACS 27747) (Certificate of Practice No.
10230), has been appointed as Scrutinizer to scrutinize the
remote e-voting process and voting at the venue of AGM in
a fair and transparent manner.
Facility of voting through Ballot Paper shall be made
available at the AGM. Members attending the AGM, who
have not cast their vote by remote e-voting shall be able to
exercise their right to vote at the AGM.
Members who have cast their vote by remote e-voting prior
to the AGM shall not be entitled to cast their vote again at
the AGM.
3. A new screen will open. You will have to enter your
User ID, your Password and a Verification Code as
shown on the screen.
Alternatively, if you are registered for NSDL eservices
i.e. IDEAS, you can log-in at https://eservices.nsdl.
com/ with your existing IDEAS login. Once you log-in
to NSDL eservices after using your log-in credentials,
click on e-Voting and you can proceed to Step 2 i.e.
Cast your vote electronically.
4. Your User ID details are given below:
Manner of holding shares i.e.
Demat
(NSDL or CDSL) or
Physical
Your User ID is:
a)
b)
c)
For Members who hold
shares in demat account
with NSDL.
For Members who hold
shares in demat account
with CDSL.
For Members holding
shares in Physical Form.
8 Character DP ID followed by 8
Digit Client ID
For example
if your DP ID
is IN300*** and Client ID is
12****** then your user ID is
IN300***12******.
16 Digit Beneficiary ID
For example if your Beneficiary
ID is 12************** then your
user ID is 12**************
EVEN Number followed by Folio
Number registered with the
company
For example if folio number is
001*** and EVEN is 101456
then user ID is 101456001***
185
Company overviewStatutory reportS FinanCial statements
5. Your password details are given below:
shares and whose voting cycle is in active status.
a)
b)
If you are already registered for e-Voting, then
you can user your existing password to login and
cast your vote.
If you are using NSDL e-Voting system for the
first time, you will need to retrieve the ‘initial
password’ which was communicated to you. Once
you retrieve your ‘initial password’, you need to
enter the ‘initial password’ and the system will
force you to change your password.
c) How to retrieve your ‘initial password’?
i.
If your email ID is registered in your demat
account or with the company, your ‘initial
password’ is communicated to you on your
email ID. Trace the email sent to you from
NSDL from your mailbox. Open the email and
open the attachment i.e. a .pdf file. Open the
.pdf file. The password to open the .pdf file
is your 8 digit client ID for NSDL account,
last 8 digits of client ID for CDSL account or
folio number for shares held in physical form.
The .pdf file contains your ‘User ID’ and your
‘initial password’.
ii.
If your email ID is not registered, your ‘initial
password’ is communicated to you on your
postal address.
6.
If you are unable to retrieve or have not received the
“Initial password” or have forgotten your password:
II.
a) Click on “Forgot User Details/Password?”(If you
are holding shares in your demat account with
NSDL or CDSL) option available on www.evoting.
nsdl.com.
b)
c)
“Physical User Reset Password?” (If you are
holding shares in physical mode) option available
on www.evoting.nsdl.com.
If you are still unable to get the password by
aforesaid two options, you can send a request
at evoting@nsdl.co.in mentioning your demat
account number/folio number, your PAN, your
name and your registered address.
d) Members can also use the OTP (One Time
Password) based login for casting the votes on the
e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms
and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of
e-Voting will open.
Details on Step 2 is given below:
How to cast your vote electronically on NSDL e-Voting
system?
1. After successful login at Step 1, you will be able to see
the Home page of e-Voting. Click on e-Voting. Then,
click on Active Voting Cycles.
2. After click on Active Voting Cycles, you will be able to
see all the companies “EVEN” in which you are holding
186
3. Select “EVEN” of company for which you wish to cast
your vote.
4. Now you are ready for e-Voting as the Voting page
opens.
5. Cast your vote by selecting appropriate options i.e.
assent or dissent, verify/modify the number of shares
for which you wish to cast your vote and click on
“Submit” and also “Confirm” when prompted.
6. Upon
confirmation,
successfully” will be displayed.
the message
“Vote
cast
7. You can also take the printout of the votes cast by you
by clicking on the print option on the confirmation
page.
8. Once you confirm your vote on the resolution, you will
not be allowed to modify your vote.
General Guidelines for shareholders
I.
Institutional shareholders (i.e. other than individuals,
HUF, NRI etc.) are required to send scanned copy
(PDF/JPG Format) of the relevant Board Resolution/
specimen
letter etc. with attested
Authority
signature of the duly authorized signatory(ies) who
are authorized to vote, to the Scrutinizer by e-mail
to abhishekbhate@gmail.com with a copy marked to
evoting@nsdl.co.in.
It
is strongly recommended not to share your
password with any other person and take utmost
care to keep your password confidential. Login
to the e-voting website will be disabled upon five
unsuccessful attempts to key in the correct password.
In such an event, you will need to go through the
“Forgot User Details/Password?” or “Physical User
Reset Password?” option available on www.evoting.
nsdl.com to reset the password.
III.
(FAQs)
In case of any queries, you may refer the Frequently
Asked Questions
for Shareholders and
e-voting user manual for Shareholders available at
the download section of www.evoting.nsdl.com or call
on toll free no.: 1800-222-990 or send a request at
evoting@nsdl.co.in.
15. The voting rights of members shall be in proportion to the
shares held by the members as on the cut-off date being
Wednesday, July 31, 2019.
16. The results of e-voting and ballot shall be declared not
later than 48 hours of conclusion of AGM. The declared
results along with Scrutinizer’s Report shall be placed on
the website of the Company at www.majesco.com and on
the website of NSDL https://www.evoting.nsdl.com. The
results shall also be communicated to the Stock Exchanges
on which shares of the Company are listed. Subject to
receipt of requisite number of votes, resolutions set out in
the notice will be deemed to be passed on the date of AGM.
17. The Register of Directors and Key Managerial Personnel
and their shareholding, maintained under Section 170 of
the Companies Act, 2013 and the Register of Contracts
or Arrangements in which the directors are interested,
maintained under Section 189 of the Companies Act, 2013,
will be available for inspection by the members at the AGM.
Majesco Annual Report 2018-19Shaping the future of insurance
18. All documents as mentioned in the resolutions and/ or
explanatory statement are available for inspection by the
members at the registered office of the Company from
10.00 a.m. to 12.00 noon on all working day up to the date
of AGM and will also be made available at the venue of the
AGM.
19. Certificate issued by Statutory Auditors of the Company, as
required under the SEBI (Share Based Employee Benefits)
Regulations, 2014, as amended, is available for inspection
by the members at the venue of the AGM and also at the
registered office of the Company from 10.00 a.m. to 12.00
noon on all working days up to the date of AGM.
20. The Securities and Exchange Board of India has mandated
submission of Permanent Account Number (PAN) by every
participant in the securities market. Members holding
shares in dematerialized form are, therefore, requested
to submit their PAN to their depository participants.
Members holding shares in physical form are required to
furnish PAN to the Registrar & Share Transfer Agent.
21. Information about the Directors seeking appointment/
re-appointment, as required under Regulation 36 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard on General
Meetings (SS-2)
Name of the Director
Mr. Radhakrishnan Sundar
Mr. Jyotin Mehta
Mr. Ashank Desai
Director Identification
Number (DIN)
00533952
00033518
00017767
Date of Birth
July 1, 1956
February 16, 1958
May 16, 1951
Category of Director
Executive Director
Independent Director
Non-Executive Director
Date of Appointment on
Board
June 1, 2015
November 5, 2018
May 31, 2019
Brief Resume including
Qualification
Mr. Radhakrishnan Sundar is the
Co-founder of Mastek Limited.
He worked for two years with
HCL Limited, before co-founding
Mastek Limited. He served as
Executive Director of Mastek
Limited before being appointed
as Executive Director of Majesco
Limited on June 1, 2015 as per the
Scheme of Arrangement approved
by the Hon’ble High Court of
Bombay and the Hon’ble High
Court of Gujarat.
Mr. Radhakrishnan Sundar holds
B.E.
in Electronics after which
he completed PGDM from the
Indian Institute of Management,
Ahmedabad.
holds
Jyotin Mehta
Mr.
a
Bachelor’s Degree in Commerce
from University of Bombay and is
a fellow member of the Institute
of Chartered Accountants of India
(All India Rank 3), the Institute of
Company Secretaries of India and
the Institute of Cost Accountants
of India.
Mr. Jyotin Mehta
last served
as Vice President and Chief of
Internal Audit in Voltas Limited.
In his career, Mr. Mehta has held
senior management positions in
TATA, ICICI and Shell group of
Companies. Mr. Mehta is a visiting
leading management
faculty at
schools in India, like Wellingkar
Institute of Management. He is
also an advisor in the domain of
Governance, Risk Management
and Compliance.
Expertise in specific
functional area
Mr. Sundar has extensive
experience in software industry.
a
versatile
Mr. Mehta has
experience of over 35 years in the
areas of Corporate finance, Internal
Audit, Corporate Governance, Risk
and Controls, Company Law and
Legal & Regulatory compliance and
Customer Service.
Mr. Ashank Desai, is an Information
Industrialist
(IT)
Technology
and has done B.E. from Mumbai
University and
in graduating
year, held the second rank in the
University. He holds M. Tech.
Degree from the Indian Institute
of Technology, Mumbai. He also
holds Post Graduate Diploma
in Business Management
from
IIM, Ahmedabad. He has worked
with Godrej and Boyce before
founding Mastek Limited. He is
actively associated with several
government bodies and
trade
associations.
Mr. Desai is the Principal Founder
and former Chairman of Mastek
Limited and has more than four
decades of
rich and diverse
experience in IT Industry. He also
guides as a Trustee to Mastek
Foundation, whose mission
is
to enable “Informed Giving and
Responsible Receiving”.
Mr. Desai has wide experience in IT
industry.
Mr. Desai is widely recognized as
an IT industry veteran and one
of the most respected business
personalities in India. He is one
of the founder members & past
Chairman of NASSCOM.
187
Company overviewStatutory reportS FinanCial statements Name of the Director
Mr. Radhakrishnan Sundar
Mr. Jyotin Mehta
Mr. Ashank Desai
Other directorship held
in listed companies
NIL
Committee Membership
in listed companies
Majesco Limited –
a)
Investors’ Grievances and
Stakeholders’ Relationship
Committee- Member
Audit Committee- Member
b)
1.
2.
Linde India Limited
Monnet Ispat and Energy
Limited
1. NRB Bearings Limited
2. Mastek Limited
1. Majesco Limited –
1. NRB Bearings Limited –
2.
Audit Committee – Chairman
Linde India Limited –
a) Audit Committee –
b)
c)
Chairman,
Stakeholders’
Relationship Committee
– Member
Nomination &
Remuneration
Committee – Member
d) Risk Committee -
Member
a)
b)
Stakeholders’
Relationship Committee
– Member
Corporate Social
Responsibility
Committee - Member
2. Mastek Limited –
a) Audit Committee –
b)
c)
d)
e)
Member
Stakeholders’
Relationship Committee
– Member
Nomination &
Remuneration
Committee – Member
Corporate Social
Responsibility
Committee – Member
Governance Committee
– Chairman
30,99,552
Not Applicable
3.
NIL
5
No. of shares held in
the Company as on
March 31, 2019
13,76,968
Nos. of board meetings
attended during the year
2018-19
7
Relationships between
Directors inter-se
Monnet Ispat and Energy
Limited -
a)
Audit Committee –
Chairman
Stakeholders’
Relationship Committee
– Member
Nomination &
Remuneration
Committee - Member
b)
c)
None
Remuneration Details
Please refer Board of Directors’ Report
Nil
188
Majesco Annual Report 2018-19Shaping the future of insurance
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE
COMPANIES ACT, 2013
Item No. 4
Management of Majesco Group has desired to work with a
global accounting firm and in pursuit of this strategy, proposed
to appoint BDO International as the common audit firm
across Majesco group entities in all geographies. Considering
this strategy, Majesco, USA, main operating subsidiary of the
Company has appointed BDO USA, LLP, as its independent
registered public accounting firm for the fiscal year ending
March 31, 2020 replacing its existing auditors MSPC Certified
Public Accountants and Advisors, P.C.
M/s. Varma & Varma, Chartered Accountants, existing Statutory
Auditors, have resigned with effect from July 3, 2019, to pave
the way for the Company to appoint a global accounting firm as
statutory auditors.
M/s. Varma & Varma, Chartered Accountants have tendered
their resignation as the Statutory Auditors of the Company post
submission of the audit report on the financial statements of
the Company for the financial year ended March 31, 2019 and
approval of the Board of Directors’ Report for financial year
2018-19, on May 15, 2019. Hence in the Board of Directors’
Report dated May 15, 2019, only name of M/s. Varma &
Varma, Chartered Accountants as Statutory Auditors has been
mentioned.
Based on recommendations of the Audit Committee, the Board
of Directors of the Company vide its circular resolution dated
July 3, 2019, has appointed M/s. MSKA & Associates, Chartered
(ICAI Firm registration number 105047W)
Accountants
(member firm of BDO International) with effect from July 4,
2019 to fill the casual vacancy caused due to resignation of
M/s. Varma & Varma, Chartered Accountants.
M/s. MSKA & Associates, Chartered Accountants, have
conveyed their consent to be appointed as the Statutory
Auditors of the Company along with the confirmation that, their
appointment, if approved by the shareholders, would be within
the limits prescribed under the Companies Act, 2013.
In pursuance to the provisions of Section 139(8) of the Companies
Act, 2013, the Company needs to approve the appointment of
M/s. MSKA & Associates, Chartered Accountants, in the general
meeting of the Company within three months from the date of
recommendation by the Board. Hence, the Company seeks the
approval of the members for item no. 4 of the Notice.
In terms of requirements of Regulation 36(5) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended effective April 1, 2019, details of proposed
remuneration and credentials of the Statutory Auditors are
provided below:
a)
It is proposed to pay remuneration of ` 12,85,000/-
towards statutory audit and ` 4,50,000/- towards quarterly
limited review for financial year 2019-20 aggregating to
` 17,35,000/- plus applicable taxes along with out-of-pocket
expenses and such remuneration and expenses thereafter
as may be mutually agreed between the Company and the
said Statutory Auditors. There is no material change in
the fees payable to M/s. MSKA & Associates, Chartered
Accountants from the fees paid to outgoing Auditors
M/s. Varma & Varma, Chartered Accountants.
b) M/s. MSKA & Associates
(member firm of BDO
International) is a Chartered Accountancy Firm registered
with Institute of Chartered Accountants of India with Firm
Registration Number 105047W. The firm has presence in 9
cities in India viz Ahmedabad, Bengaluru, Chennai, Kolkata,
Hyderabad, Mumbai, New Delhi – Gurgaon, Goa and Pune.
The Firm provides range of services which include Audit
& Assurance, Taxation, Accounting and Risk Advisory.
The Firm’s Audit & Assurance practice has significant
experience in auditing listed and large multinational
Companies.
None of the Directors, Key Managerial Personnel and their
relatives are in any way, interested or concerned in this
resolution.
Your Board of Directors recommend to pass the resolution for
appointment of Statutory Auditors, as an Ordinary Resolution
as set out at item no. 4 of the Notice.
recommendations of
Item No. 5
Based on
the Nomination and
Remuneration Committee, the Board of Directors of the
Company at its meeting held on November 5, 2018 has
appointed Mr. Jyotin Mehta (DIN: 00033518) as an Additional
Director designated as Independent Director of the Company to
hold office for a period of continuous five years from November
5, 2018 to November 4, 2023, in accordance with the provisions
of Section 149 read with Schedule IV to the Companies Act,
2013 (“the Act”).
The appointment of Mr. Jyotin Mehta as an Independent
Director, shall be effective upon approval by the members at
this AGM.
The Company has received a notice in writing from a member
under Section 160 of the Act proposing the candidature of
Mr. Jyotin Mehta for the office of Director of the Company.
Mr. Jyotin Mehta qualifies for being appointed as a Director
in terms of Section 164 of the Act and has given his consent to
act as a Director. The Company has received a declaration from
Mr. Jyotin Mehta that he meets the criteria of independence
as prescribed under Section 149(6) of the Act and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”). In the opinion of the Board,
Mr. Jyotin Mehta fulfils the conditions for his appointment as
an Independent Director as specified in the Act and the SEBI
Listing Regulations. Mr. Jyotin Mehta is independent of the
management and possesses appropriate skills, experience and
knowledge.
Details of Mr. Jyotin Mehta are provided in note number 21 to
the Notice pursuant to provisions of the SEBI Listing Regulations
and Secretarial Standard on General Meetings (“SS-2”), issued
by the Institute of Company Secretaries of India.
Copy of letter of appointment of Mr. Jyotin Mehta setting out the
terms and conditions of appointment is available for inspection
by the members at the registered office of the Company.
189
Company overviewStatutory reportS FinanCial statements None of the Directors except Mr. Jyotin Mehta, Key Managerial
Personnel of the Company or their relatives are concerned or
interested in the resolution set out in item no. 5 of the Notice
except to the extent of their shareholding in the Company
This statement may also be regarded as an appropriate
disclosure under the SEBI Listing Regulations.
Your Board of Directors recommend to pass the resolution for
appointment of Mr. Jyotin Mehta as an Independent Director,
as an Ordinary Resolution as set out at item no. 5 of the Notice.
recommendations of
Item No. 6
Based on
the Nomination and
Remuneration Committee, the Board of Directors of the
Company has appointed Mr. Ashank Desai (DIN: 00017767)
as an Additional Non-Executive Director of the Company
w.e.f. May 31, 2019 in accordance with the provisions of
Section 149 read with Schedule IV to the Companies Act, 2013
(“the Act”) and relevant provisions of Articles of Association.
The appointment of Mr. Ashank Desai as a Non-Executive
Director, shall be effective upon approval by the members of
this AGM.
The Company has received a notice in writing from a member
under Section 160 of the Act proposing the candidature of Mr.
Ashank Desai for the office of Director of the Company.
Details of Mr. Ashank Desai are provided in note number
21 to the Notice pursuant to provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standard on General Meetings (“SS-2”), issued
by the Institute of Company Secretaries of India.
Copy of letter of appointment of Mr. Ashank Desai setting
out the terms and conditions of appointment is available for
inspection by the members at the registered office of the
Company.
None of the Directors except Mr. Ashank Desai, Key Managerial
Personnel of the Company or their relatives are concerned or
interested in the resolution set out at item no. 6 of the Notice
except to the extent of their shareholding in the Company.
Your Board of Directors recommend to pass the resolution for
appointment of Mr. Ashank Desai as a Non-Executive Director,
as an Ordinary Resolution as set out at item no. 6 of the Notice.
Item No. 7
Pursuant to Memorandum of Association of the Company
(“MOA”), Main Objects of the Company is essentially to carry on
the business of computers and computer peripherals, storage
media, computer software and hardware, to provide facilities
relating to computer operations and data processing equipment
and in general to undertake the business of IT consulting and
software (“IT Business”).
In addition to IT Business, the Company also derives income
from leasing of immovable property and income from mutual
funds & fixed deposits, which is permitted as an object that is
incidental or ancillary to the Main Objects of the Company.
Considering above, it is proposed to amend the Objects Clause
of MOA, to include the relevant incidental/ ancillary activities
viz. leasing of immovable property and income from mutual
funds/ fixed deposits, under Main Objects.
Pursuant to Section 13 of the Companies Act, 2013, approval
of the Members of the Company by way of Special Resolution is
required for alteration of Objects clause of MOA.
Copy of the MOA containing proposed amended clauses
will be available on the website of the Company
i.e.
https://ir.majesco.com/ and will be available for inspection by
members at the registered office of the Company between
10:00 a.m. to 12:00 Noon on all working days from the date
of dispatch of this Notice up to the date of the ensuing Annual
General Meeting of the Company.
The Board recommends the resolution at item no. 7 for approval
of the members as special resolution.
None of the Directors, Key Managerial Personnel and their
relatives are in any way, interested or concerned in this
resolution.
By order of the Board of Directors
For Majesco Limited
This statement may also be regarded as an appropriate
disclosure under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Place: Navi Mumbai
Date: July 3, 2019
Varika Rastogi
Company Secretary
190
Majesco Annual Report 2018-19Shaping the future of insurance MAJESCO LIMITED
Registered Office: MNDC, MBP-P-136, Mahape, Navi Mumbai – 400 710, Maharashtra, India
Corporate Identification Number (CIN): L72300MH2013PLC244874 Website: www.majesco.com
Phone: +91-22-61501800; Fax: +91-22-27781320
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
PROXY FORM
Name of the member (s): ....................................................................................................................................................................................................................................................
Registered Address: ..............................................................................................................................................................................................................................................................
E-mail ID: ....................................................................................................................................................................................................................................................................................
Folio No/ Client ID: .................................................................................................................................................................................................................................................................
DP ID:. .........................................................................................................................................................................................................................................................................................
I/We, being the member (s) of ......................................................................................................................... shares of Majesco Limited, hereby appoint
Name: ....................................................................................................................................... Address: ..............................................................................................................................
E-mail ID: ………………………………..................................................................................…… Signature: .............................................………………………………, or failing him/ her
Name: ....................................................................................................................................... Address: ...............................................................................................................................
E-mail ID: ………………………………..................................................................................…… Signature: .............................................………………………………, or failing him/ her
Name: ....................................................................................................................................... Address: ..............................................................................................................................
E-mail ID: ………………………………..................................................................................…… Signature: .............................................……………………………........................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 6th Annual General Meeting of the Company, to be held on
Tuesday, August 6, 2019 at 11:00 a.m. at Hotel “Country Inn and Suites By Radisson”, Plot No X- 4/5 - B, TTC Industrial Area, MIDC, Mahape,
Shilphata Road, Navi Mumbai – 400 701, and at any adjournment thereof, in respect of such resolutions as are indicated below:
Resolution No. Resolutions
Ordinary Business
1.
2.
3.
4.
Adoption of Audited Financial Statements of the Company for the financial year
2018-19 together with Reports of the Board of Directors and Auditors thereon.
Declaration of final dividend of ` 1.50/- per equity share for the financial year
2018-19.
Re-appointment of Mr. Radhakrishnan Sundar, who retires by rotation.
Appointment of M/s. MSKA & Associates, Chartered Accountants as Statutory
Auditors of the Company.
Special Business
Type of
Resolution
Ordinary
Ordinary
Ordinary
Ordinary
5.
6.
7.
Appointment of Mr. Jyotin Mehta as an Independent Director of the Company.
Ordinary
Appointment of Mr. Ashank Desai as a Non-Executive Director of the Company.
Ordinary
Alteration of Objects Clause of the Memorandum of Association of the Company.
Special
Signed this……...............................................day of.........................… 2019
Signature of Member:
Signature of proxy holder(s)
Vote
For
Against
Affix
revenue
stamp
` 1
Notes:
1) This form of proxy, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office
of the Company, not less than 48 hours before the commencement of the Annual General Meeting.
2)
It is optional to indicate your preference. If you leave the ‘for’ or ‘against’ column blank against any or all of the resolutions,
your proxy will be entitled to vote in the manner as he/ she may deem appropriate.
191
ROUTE MAP TO THE VENUE OF THE AGM
T
h
a
n
e
Rabale
Railway Station
B
e
l
a
p
u
r
R
o
a
d
Dhirubhai Ambani
Reliance Life Science Centre
F
l
y
o
v
e
r
Reliance
Corporate Park
McDonald
Ghansoli
Railway Station
M a h a r s h t r a
l u ti o n
P o l
C o n t r o l
B o a r d
l e n
H e l
l e r
K e l
I n s ti t u t e
I n d i a n
P e t r o l
S t a ti o n
E s s a y
S e r v i c e
United
Chemicals
G r e e n s c a p e
T e c h n o C i t y
l p h a t a M h a p e R o a d
S h i
Hanuman
Nagar
e F l y
p
a
h
o li M a
s
n
a
G h
r
e
v
o
L o k m a t
N e w s p a p e r
New
MIDC
Office
T
h
a
n
e
DAKC Lake
Milliennium
Plaza
MTNL
Infrastructure
Complex
B
e
l
a
p
u
r
R
o
a
d
Metal Square
Engineering
Dhirubhai Ambani
Knowledge
City-Reliance
Reliance
Power
Venue:
Hotel “Country Inn and Suites By Radisson”,
Plot No. X- 4/5 - B, TTC Industrial Area, MIDC,
Mahape, Shilphata Road, Navi Mumbai – 400701
192
India
NAVI MUMBAI
NAVI MUMBAI
PUNE
MAJESCO LIMITED
MNDC, MBP-P-136,
Off Thane Belapur Road, Mahape,
Navi Mumbai-400710
Tel: +91 22 61501800
Fax: +91 22 27781320
MAJESCO SOFTWARE AND
SOLUTIONS INDIA PRIVATE LIMITED
MAJESCO SOFTWARE AND
SOLUTIONS INDIA PRIVATE LIMITED
7th floor, building no. 11, Mindspace,
SEZ, Plot no. 3 (Part) Trans Thane Creek
Industrial Area, MIDC, Thane Belapur
Road, Airoli, Navi Mumbai-400708
Tel: +91 22 69000931
Fax: +91 22 27781332
Nyati Tech Park, 4th floor, Digambar
Nagar, Wadgaon Sheri,
Pune – 411014 Maharashtra
Tel: +91 20 6607 2000
Fax: +91 20 6607 2003
International
USA
MAJESCO
412 Mt. Kemble Avenue, Suite 110C,
Morristown, NJ 07960
USA
MAJESCO
7500 College Blvd. Suite 725, Overland
Park, Kansas 66210
USA
MAJESCO SOFTWARE
AND SOLUTIONS INC.
412 Mt. Kemble Avenue, Suite 110C,
Morristown, NJ 07960
USA
MAJESCO
Tampico 42, P.B., Local 3, Colonia
Roma, Delegacion, Cuauhtemoc, C.p.
06700, Ciudada de Mexico
USA
MAJESCO
300 Winding Brook Suite 5, Glastonbury,
Connecticut 06033
UK
MAJESCO UK LIMITED
SoanePoint, 6-8 Market Place
Reading, RG1 2EG, UK.
IRELAND
EXAXE HOLDINGS LIMITED
70, Sir John
Rogerson’s Quay, Dublin 2,
Ireland
SINGAPORE
MAJESCO ASIA PACIFIC PTE LIMITED
#11-06, Sim Lim Tower, 10, Jalan Besar,
Singapore, 208787
IRELAND
EXAXE LIMITED
70, Sir John
Rogerson’s Quay, Dublin 2,
Ireland
CANADA
MAJESCO CANADA LIMITED
1 Dundas Street West,
Suite 2500, Toronto,
ON M5G 1Z3
MALAYSIA
MAJESCO SDN BHD
2A-10-1, Block 2A, Level 10, Plaza
Sentral, Jalan Stesen Sentral 5, Kl
Sentral 50470 Kuala Lumpur, Wilayah
Persekutuan, Malaysia
MAJESCO LIMITED
Regd. Office: MNDC, MBP-P-136, Mahape, Navi Mumbai - 400710, Maharashtra, India
Corporate Identification Number (CIN): L72300MH2013PLC244874
Phone: +91 22 61501800 Fax: +91 22 27781320
Website: www.majesco.com