Mastek Limited T +91 22 6722 4200

#106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331

Mumbai 400096, Maharashtra, India W www.mastek.com

SEC/62/2021-22 September 6, 2021

Listing Department Listing Department

BSE Limited The National Stock Exchange of India Limited
25th Floor, Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G,
Dalal Street, Fort Bandra Kurla Complex,
Mumbai - 400 001 Bandra (E), Mumbai - 400 051
Tel No. 022- 22723121 Tel No.: 022- 26598100
Fax No. 022- 22721919 Fax No. 022-26598120
SCRIP CODE: 523704 SYMBOL: MASTEK

Dear Sir(s)/Madam(s),

Sub: Annual Report of the Company for the Financial Year 2020-21 along with the Notice convening 39 th Annual
General Meeting ("AGM") and Intimation of Remote E-voting period dates.

Further to our letter having reference no. SEC/61/2021-22 dated September 6, 2021 and in terms of the requirements of
Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed please find
herewith the Annual Report for the Financial Year 2020-21 along with the Notice convening 39 th AGM of the Company
(The brief details of the agenda items proposed to be transacted thereat are given in “Annexure - A”).

The aforesaid documents are being dispatched electronically to those Members of the Company, who have registered their
e-mail addresses with the Company or Depository Participant(s) and is also being uploaded on the website of the Company
at www.mastek.com

In compliance with various circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board
of India, at the backdrop of COVID-19 Pandemic, the AGM will be held on September 28, 2021 at 5.00 P.M. (IST)
through Video Conference / Other Audio-Visual Means (VC / OAVM).

We further wish to intimate that in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies
(Management and administration rules), 2014 as amended and Regulation 44 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company shall provide its Members the facility to exercise the votes electronically
for transacting the items of business, as per details set out in the Notice convening the ensuing 39 th AGM of the Company.

Accordingly, the Company has fixed Friday, September 17, 2021 as cut-off date for the purpose of determining the
eligibility of Members to vote either through Remote E-voting or voting at the AGM.

The Remote E-voting period will commence from Friday, September 24, 2021 (9.00 a.m. IST) and will end on Monday,
September 27, 2021 (5.00 p.m. IST).

Request you to take the same on your record.

Thanking you,

Yours faithfully,

Regd. Off.: 804, 805 President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006. Gujarat, India. Tel No: +91-79-2656--4337 E-mail: info@mastek.com CIN-l74140GJ1982PLC005215
 Mastek Limited T +91 22 6722 4200
#106,107 SDF-IV Seepz, Andheri (East), F +91 22 6695 1331
Mumbai 400096, Maharashtra, India W www.mastek.com

Annexure - A
Brief Summary of the Resolutions proposed to be transacted at the 39 th AGM of the Company.

Resolution Details of the Resolution Ordinary /

No. Special
Resolution
Ordinary Business:
1. To receive, consider and adopt: Ordinary
a. the Audited Standalone Financial Statements of the Company for the Financial Year Resolution
ended March 31, 2021, together with the Reports of the Board of Directors and
Auditors thereon; and
b. the Audited Consolidated Financial Statements of the Company for the Financial Year
ended March 31, 2021, together with the Report of Auditors thereon.
2. To confirm an Interim Dividend paid of Rs. 5.50 per Equity Share and also to declare a Ordinary
Final Dividend of Rs. 9.00 per Equity Share (Face Value of Rs. 5.00 each) for the Resolution
Financial Year 2020–21.
3. To appoint a Director in place of Mr. Ashank Desai (DIN: 00017767), who retires by Ordinary
rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers Resolution
himself for Re-appointment..
Special Business:
4. To consider Appointment of Mr. Ketan Mehta (DIN: 00129188) as a Director of the Ordinary
Company who shall be liable to retire by rotation. Resolution
5. To consider Appointment of Mr. Ashank Desai (DIN: 00017767) as Managing Director Special
designated as Vice - Chairman & Managing Director of the Company. Resolution
6. To consider payment of Remuneration to Mr. Ashank Desai (DIN: 00017767) as Special
Managing Director designated as Vice - Chairman & Managing Director of the Company. Resolution
7. To consider payment of Remuneration to Mr. S. Sandilya (DIN: 00037542), Chairman Special
(Non-Executive) & Independent Director of the Company in excess of the limits Resolution
prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

Regd. Off.: 804, 805 President House, Opp. C.N. Vidyalaya, Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006. Gujarat, India. Tel No: +91-79-2656--4337 E-mail: info@mastek.com CIN-l74140GJ1982PLC005215
Expect More
A Resilient Future: Driven by
Humane@Work
MASTEK LIMITED
ANNUAL REPORT 2018-19
ANNUAL REPORT 2020-21 MASTEK LIMITED
1
Forward Looking Statement
This Annual report contains ‘forward-looking
statements’, identified by words like ‘plans’, ‘expects’, 07 10
‘will’, ‘anticipates’, ‘believes’, ‘intends’, ‘projects’, A tribute to Message from
‘estimates’ ‘endeavours’ and so on and are based
on our current expectations, assumptions, estimates
Sudhakar Ram the Vice - Chairman
and projections about the Company, our industry, & Managing
economic conditions in the markets in which we Director
operate, and certain other matters. All statements
that address expectations or projections about the
future, but not limited to the Company’s strategy for
growth, future operations, margins, market position,
profitability, liquidity and capital resources, are
forward-looking statements. Since these are based on
certain assumptions and expectations of future events,
the Company cannot guarantee that these are accurate
or will be realised as these statements are subject to
known and unknown risks, uncertainties and other
factors, which may cause actual results or outcomes
to differ materially from those projected in any
forward-looking statements. In light of these and other
uncertainties, you should not conclude that the results
or outcomes referred to in any of the forward-looking
statements will be achieved. All forward-looking
statements included in this Annual Report are based 22
on information available to us on the date hereof, and Critical Partner
we do not undertake to update these forward-looking
statements unless required to do so by law. For any
in the UK
further clarification, please contact Mastek Limited.

20
Annual Report

26
21 Scaling our
Human Capital

32 38 44
Expanding in Our Go-To-Market Taking our ESG
the Americas strategies comittments
further
Contents

Corporate Overview
A Resilient Future: Driven by Humane@Work 5
A tribute to Sudhakar Ram 7
Company introduction 8
Message from Vice-Chairman & Managing Director 10
Message from Global Chief Executive Officer 18
Financial and Operational Overview 20
Critical Partner in the UK 22
Scaling our Human Capital 26
Expanding in the Americas 32
Our Go-To-Market strategies 38
Taking ESG commitments further 44
Board of Directors 54
Corporate Information 57
Management Discussion & Analysis 60

Statutory Reports
Financial Highlights - at A Glance 104
Directors’ Report 105
Report on Corporate Governance 146
Business Responsibility Report 187

Financial Statements
Standalone Financial Statements 204
Consolidated Financial Statements 259

Shareholder information
Notice of 39th Annual General Meeting 327
Frequently Asked Questions (FAQ’s) 346
Office Locations of Mastek Group and its Subsidiaries 351
E-communication Registration Form 353

3
4 Mastek Limited | Annual Report 2020-21
A Resilient Future: Driven by
Humane@Work
As we enter the post covid era, Mastek is traversing an exciting
journey to become a big-league global player in the digital
transformation business. We aim to achieve this by delivering
business Outcomes for Clients and being Humane@Work.

Outcomes for Clients Humane@Work

There is tangible evidence suggesting that investment At Mastek, we know that our people are our
in digital transformation will surge rampantly to key strength, and over the years we have made
shape a new era of business revolution. As we tremendous progress towards managing our people
journey through the current fiscal year of hope and and their aspirations. Today, we are taking an even
optimism, we look forward to being a preferred more altruistic approach in how we deal with our
partner for empowering our customers to adapt to stakeholders. When it comes to our employees, we
changing market dynamics and shift confidently into are determined to be a compassionate and humane
a world where nothing is quite normal. Playing in employer. We believe that this will be essential to
the big league for offering clients holistic end-to-end build the trust in the partnership pacts that we make
solutions for compelling business outcomes will be a with our clients in delivering outlier business outcomes
key strategy that will get us to our 2025 milestone. for them.
Our cloud capabilities in the Oracle space; our D2X We are making this strategy actionable by
approach in broad basing our customers; cross-sell undertaking a plethora of HR investments that
and co-sell strategies; and our digital transformation will strengthen the foundational and operational
playbook continue to be compelling engines that we support to the Mastek business. We intend to keep
have invested in and further solidifying. Our cloud strengthening our leadership across all geography and
capabilities continue to be at the sharp end of the technical capability grids, by complimenting existing
spear driving our business forward. ones with new ones. When it comes to our top
However, at Mastek, we realise that the biggest performers, we intend to ring fence them and jointly
challenge will be in building and retaining world- plan their careers with them. We are also revamping
class talented people that team up to offer the best up our retention and attraction of fresh talent in terms
options for our clients. To fortify this pillar, Mastek of graduate and intern hirings. To further minimize
is placing utmost importance in building the best attrition, we have also devised a comprehensive
employee experience in the industry these days. This long-term plan which focuses on a whole gamut of
will become even more important as increasingly, actions ranging from hyper-personalization to career
how work is delivered will be unshackled from all development and growth opportunities, encourage
kinds of geographical and physical limitations. compassionate way of communication and new age
wellness programmes.

A steadfast fiscal 2021 now leads us into buoyant times ahead. With
a sturdy balance sheet foundation and global human capital to help
our clients embrace fundamental transformation with confidence,
we look forward to a highly relevant and resilient future.

5
 Sudhakar Ram
Former Vice - Chairman & Managing Director

6 Mastek Limited | Annual Report 2020-21

 A tribute to Sudhakar Ram

On November 8th 2020, Mastek suffered an unexpected setback, and an

irreparable loss as the Mastek Co-Founder and Vice - Chairman & Managing
Director Sudhakar Ram passed away leaving behind a carefully crafted heritage
and a great legacy. Sudhakar was a visionary leader, a strong anchor for the
Mastek family and his untimely demise has left a permanent void in the very
heart of the organization. He was deeply admired by Mastekeers, colleagues,
work associates, friends, family and the countless people whose lives he
touched during his lifetime.
Sudhakar was much ahead of his times, and as an accomplished industry
veteran and strategist, he could easily foresee the upcoming trends &
technologies, and made great attempts to prepare everyone for the road
ahead. He was industrious and believed in sharing his wisdom and learnings
with the world through his numerous blogs and book. Today, there are so
many of us who are living testimonies of his values and work.
Sudhakar was a people’s person and a humanitarian through and through.
He was the architect of Mastek 4.0, the Company culture that aims to
empower Mastekeers and instil their belief in themselves. He was set-out to
build a company (and the world at large) where dreams come true and human
values are celebrated. As a philanthropist and exemplary leader he always
inspired people to work to uplift individuals, communities and societies, and to
believe in the ‘power of the collective’. His unmatched integrity, humility and
timeless principles of life and business are strongly etched in all of us, as we
fondly remember, grieve his loss and carry the great responsibility of upholding
his values, vision and legacy.

Sudhakar will be dearly missed by one and all.

Ashank Desai
Vice - Chairman & Managing Director

7
Company Introduction

What we do What we offer

− Deliver Outcome Based Solutions − Application Development

− Unlock the Power of Data − Application Maintenance and Support
− Develop and Modernise Applications − ERP and Cloud Migration
− Accelerate Digital Advantage − Business Intelligence & Analytics
− Delivering Measurable Value with Oracle − Assurance and Testing
Cloud Solutions
− Digital Commerce

Our Presence

Kuwait
Netherlands
United Kingdom Qatar
Canada KSA UAE

USA

Egypt
India

Bahrain

Malaysia
Singapore
Australia

8 Mastek Limited | Annual Report 2020-21

Evolving over the course of Who we work with
three decades, from being
an offshore IT provider,
today we are an agile, digital
164
Customers in Government &
transformation partner Healthcare Sector
with a portfolio of leading
companies, engineering 106
Customers in Retail Sector
excellence for customers
globally. 85
Customers in Financial Services

187
New Logos Added in FY2020-21
What we achieved
in FY2021 96.1%
of our revenues come from existing clients

` 174,977 lakhs
Total Income 57.2% YoY Growth
How we do it

21.2%
− Strategic Alliances for the right
technology stack
Operating margin − Maturity assessment and journey roadmaps
− DevAct and Adapt 2 frameworks for ways
of working

` 27,558 lakhs − ADOPT and Glide for your Oracle

cloud migration
Free cash flow

88,006 How we operate

beneficiaries supported by our CSR
programmes
Our Core Guiding Values
− Passion
84.3% − Accountability
YoY increase in team size for the last − Collaboration
four years from FY2018 (including Evosys
− Transparency
acquisition)
− Sustainability

9
Message from Vice-Chairman & Managing Director

Dear Investors,
In terms of our overall business I extend a warm welcome to you
performance, the proficiency of Evosys
all and am pleased to present our
in Oracle cloud migration combined
with Mastek’s capability to cross-sell FY2021 Annual Report. I hope my
digital commerce and transformation message finds you in the best of
services, helped us to win some health and happiness - something
remarkable large deals during the we must never forget to cherish.
year.
During the year, we were immensely saddened
We also witnessed a strong demand by the passing away of our friend and
acceleration in FY2021, reflected in colleague, Sudhakar Ram - Founder Member,
our record order booking for the fiscal Vice - Chairman and Managing Director. He
year end. departed us on Sunday, 8th November 2020. On
behalf of Mastek’s Board members and all our
stakeholders, we share our deepest condolences
to Sudhakar’s wife Girija and daughter Samvitha,
in their loss. As a Promoter of Mastek, Sudhakar
made a huge contribution to Mastek, and his
influence will transcend generations. He is widely
respected and is known for his professional
integrity and strong values, which also laid the
foundation to shape Mastek’s value system
and purpose as it stands today. Sudhakar was
the architect of Mastek 4.0 that positioned
empowerment at the heart of Mastek’s culture
and therefore, there is no better way to respect
his life than to continue to build on his legacy
that enables Mastek to continue to scale.

We are at the dawn of the post-COVID-19 era,

in which the world is looking forward to the end
of the pandemic while still grappling with the
disruptive changes the virus caused to all facets
of society. Governments are re-evaluating what
social contracts should look like; economies
are investing heavily in rejuvenation; people

10 Mastek Limited | Annual Report 2020-21

Ashank Desai
Vice-Chairman & Managing Director

11
Message from Vice-Chairman & Managing Director

are getting used to the new normal where

physicality has new meaning and businesses
are accelerating their digital transformation
Mastek in Numbers plans to maintain their operations and evolve
new business models for superior outcomes.

`172,186 lakhs In FY2021, Mastek found itself in the eye

Revenue from Operations of a perfect storm. The economic fallout of
restrictive lockdown measures meant that
the digital channel was the only customer

25.6%
touchpoint available. Organisations that
couldn’t adapt either put operations on pause
Return on Equity or shut their doors permanently. Those that
could adapt, not only thrived, but also stood
the chance to own the future. The coalescing
of this sudden surge in demand for digital

0.3 transformation solutions, and Mastek’s core

focus in meeting this very same need, meant
Debt Equity Ratio that FY2021 was marked to be an unusually
prolific year.

`36,447 lakhs
At the outset, I am pleased to inform you that
recently, we have appointed Hiral Chandrana
Operating EBITDA as our Global Chief Executive Officer. He
comes with a proven track record of leading
and growing Digital Transformation business.
Hiral will be based out of the US. He has over

`81.9 two and half decades of global experience

in IT Services and Solutions across a diverse
Earning Per Share (Diluted) set of industries. He has worked with Wipro
Limited and Electronic Data Systems (now
part of DXC Technology) in progressive
business leadership roles. In his last role
639 during a 14-year stint at Wipro, he served
as the Senior Vice President & Global Head,
Customers Business Application Services.

Financial Performance
`226 lakhs for the Year
Year 2020 was always going to be a pivotal
Global CSR Spends
year for Mastek. Internally, it marked the
completion of our strategy Vision 2020
and externally UK, our key market where
we secure most of our revenue, was to exit

12 Mastek Limited | Annual Report 2020-21

the European Union (Brexit). We successfully

~90%
navigated the challenging conditions of
Brexit and took decisive actions to realign
our business to support accelerated growth
UK order booking growth YOY.
in FY 2021 and beyond. As we had begun
FY2021, which was impacted by Covid-19, the
future looked uncertain for the IT industry. We
had to keep our eyes peeled to see how the
evolving landscape would dictate our strategies.
£25+ million
However, I am pleased to inform you that not
Our first £25+ million deal was
only did we perform extremely well, but also we signed in FY2021
outperformed industry benchmarks.

Our healthcare business continued to accelerate Consequently, our PAT also grew by almost
during FY2021, while the government sector 121%, with an improvement of 416 bps in
in the UK reported another year of sustained our PAT margin. This was helped by significant
growth. Our Oracle EBM and cloud space control over our discretionary spends, reduction
also continued to be exciting, with many wins of travelling expenses due to restrictions, and
through the year. We found that our value overall control on our other operating levers.
proposition is increasingly able to win against
large SIs across geographies. We entered three
large deals during the year, primarily in the UK The most gratifying end to FY2021 was the
government and the healthcare space which record order backlog we amassed, giving us a
makes us much more confident into the league glimpse of how the near future will shape up.
in which we operate. The overall deal sizes Our order book in terms of 12-month backlog
increased, many of them being multi-year, multi- grew by 42% year-on-year, which was
million-dollar deals. worth $155 million at the year end. This gives
us a big traction as we move forward. We look
at the future with a great promise because
In terms of our overall business performance, the we are in a space which is growing the fastest
proficiency of Evosys in Oracle cloud migration within the IT space.
combined with Mastek’s capability to cross-sell
digital commerce and transformation services,
helped us to win some remarkable large deals We also navigated our cash position hawkishly
during the year. We also witnessed a strong well, by ensuring that we did not get stuck for
demand acceleration in FY2021, reflected in our any bad debts from potentially stressed retail
record order booking for the fiscal year end. clients who depended on discretionary sales,
while also accelerating our payment terms
with our other businesses. In fact, FY2021 was
In terms of our Revenue, we grew our top one of our best years in terms of collections.
line by 60.7% to reach $231.9 million. This In addition, the sale proceeds which we
is driven by growth across verticals, especially earned from the share sale of Majesco, all put
in UK Public sector and full year impact from together, supported our cash balance to go up
Evosys acquisition which also grew by +20% significantly during the year.
YoY. We also improved our operating EBITDA
margin to 21.2%, up by 667 bps year-on-year.
3-Year Vision and Strategies

13
Message from Vice-Chairman & Managing Director

To meet our Vision 2025 goals,

we are building further on the
success of FY2021, by undertaking
multiple investments to build key
competencies and adding new
service lines while strengthening
the existing ones.

14 Mastek Limited | Annual Report 2020-21

 accelerate and yield Mastek even better market
penetration. During FY2021, we booked almost
Our US Digital Service 160 new customers through Evosys, all of them
business acquired 13 new are ideal candidates for digital transformation
logos for FY2021, of which that Mastek excels in. Furthermore, many of
these logos have large balance sheet sizes and
10 of them were in the non-
hence sizeable IT spend budgets. The joint go
retail sector, reaffirming our to market (JTGM) synergy of Evosys and Mastek
investments in D2X strategy. is a key component of our ongoing growth.
During FY2021, we intensified our focus through
this approach by strengthening our management
In FY2021, we took a hard look at our future and leadership teams in all geographies. We
gameplay and resources required. From this also integrated our back-office services under
introspection, we have set a clear vision for a common leadership team, making us sharper
ourselves for getting into the $1bn top-line and more agile in delivering our combined
league in second half of this decade. In a propositions. Through this approach over the
shorter timeframe, we wish to double our size next 3 years, we intend to build and expand our
within three years’ time. To achieve our longer- digital business by making many fortune 500
term game plan, as first step, in FY’22 we are clients into ‘customers for life’ and earn a larger
focusing on following four vectors: share of their wallets.

Outcome-based selling: In our co-selling approach of our joint value

We further evolved our go to market strategy in propositions, Mastek has earned the rights
FY2021 by adopting “outcome-based selling”. of passage for competing more credibly and
We now prefer to talk about customers’ effectively against larger, more diversified GSIs.
priorities, the things they care about, instead Being a smaller more focused and nimbler
of our capabilities and services. Today, player, and with a much wider IT framework
our philosophy is aligned to a Value Based capability under our belt, your Company has the
Contracting model focused on outcomes, in ability and desire to win bigger mandates, both
which we look to baseline and objectively in the public and private sectors. In FY2021, I
improve aspects of our clients’ business. We was pleased to witness our migration from £10-
even allocate a portion of our fees to be 12m deals to £25-30m deals.
contingent on the success of stated outcomes,
so we too have our skin in the game with an Our significant large wins pave the way for
upside on successful completion. a degree of reference-ability and customer
confidence that Mastek can be a trusted partner
Joint go to market (JTGM) synergy: with the ability to handle orders of sizeable
Since completing our acquisition of Evosys in magnitude. We have elevated our ambition,
FY2020, we’ve mainly focused on organisational and now our pipeline includes bids which are
resilience and transitioning the delivery ends upward of £35-£100 million range. This is a
of two organisations into one to work more strong reflection of our capability and the trust
congruently. Going forward, our focus on that we enjoy with our customers.
integrating the front-line market attack will

15
Message from Vice-Chairman & Managing Director

Comprehensive Digital Offerings:

EVOSYS ADVANTAGE
As more than 80% of our offerings are in Digital
Service areas, we have embarked upon adding
Global and Cross Pillar more service lines to provide comprehensive
solutions to our customers. To achieve this,
1000+ Global Customers with we are building partnerships and investing
presences in 30+ countries in in-house capabilities in the areas of cloud-
migration, AI-ML offerings, Next Generation
Expertise in all Oracle Cloud Pillars Managed services. If it makes economic sense,
we will also look at building these capabilities
through M& A activities.
Value Based Delivery
Beyond this for a longer-term success we are
Deliver Measurable Outcome seriously investing in building Industry domain
expertise in the areas of Health care, Financial
Services, Manufacturing and Retail.
Verticalised Approach
Capabilities and Talent:
Vertical specific solution developed
Over last year, we have built capabilities to get
for prominent verticals
into this growth mode for the next three years.
We have added several individuals with strong
Evosys Glide (On credentials in our leadership clique. We have
Premises to Cloud) also added more than 388 (net) people during
FY2021 for balancing out our skill sets. We do
Transformation Platform for Oracle not intend to stop here and plan to keep adding
EBs, PeopleSoft, & SAP to sufficient capabilities as we move forward.
Oracle Cloud. We are building further on the success of
the previous fiscal, by undertaking a plethora
Brilliant team of HR investments that will strengthen the
and model to scale foundational and operational support to
the Mastek business. We intend to keep
1700+ consultant & growing strengthening our leadership across all
across all pillars of Oracle Cloud geography and technical capability grids, by
complimenting existing ones with new ones.
When it comes to our top performers, we intend
Outlook on Cloud to ring fence them and jointly plan their careers
with them. We are also revamping up our
retention and attraction of fresh talent in terms
Market for cloud suites will continue to of graduate and intern hirings.
evolve over next 5 to 10 years. By 2024,
Gartner expect 70% of all new midsize
core financial management application Covid response and
projects & 35% of large and global ones community impact
to be deployed in the public cloud.
FY2021 will be remembered as the year of
COVID-19. For the Mastek team, it was a tale
16 Mastek Limited | Annual Report 2020-21
of resilience reflected by the determination in I invite you to read more about our various
facing the challenges and continuing to deliver responses to COVID and our CSR initiatives in
on our commitments. Throughout, our priority the Annual Report’s ESG and MD&A related
has been the well-being of our people. Our pages.
leadership team stepped up into action without
hesitation and took all the essential steps to
In closing
establish and implement the necessary SOPs to
ensure that safety came first. I am glad to share In summary, we accomplished a tremendous
that our employee welfare initiatives to manage amount of progress in a relatively short period
the COVID pandemic at our workplace were of time and placed the Company on a robust
quite effective. footing as we progress through FY2022. The
overall business landscape across US, UK,
and the Middle East business in the digital
I am immensely proud of the way our resilient transformation space looks promising, and
and agile workforce efficiently collaborated our cross-sell and co-sell continues to be a big
to quickly respond to the crisis, effectively engine that we have invested in and further
transitioned to work-from-home setup and solidifying. Our cloud capabilities continue to
contributed to make Mastek successful during be at the sharp end of the spear driving our
these unprecedented times. To mitigate the business forward. We continue to invest in sales,
effects of the ongoing COVID crisis, we initiated capabilities and technology innovations to help
advisory communication in January 2020 and accelerate the growth momentum.
adopted an integrated approach to safeguard
our people, enable business operations from
remote locations, and organize welfare initiatives On behalf of the Board of Directors, I want to
covering financial, social, physical aspects of express our appreciation to our customers for
wellness with dedicated focus on emotional entrusting us with their business, our investors,
wellness. We also facilitated various leadership who believe in the potential of Mastek, and
connect sessions along with opportunities for to our dedicated employees, who are such
virtual engagement. a key part of unleashing the future potential
of this great Company. I would like to thank
all our customers for entrusting us in shaping
In addition to taking care of our employees, great outcomes for them. I also wish to extend
carrying out CSR initiatives is also an important my gratitude to our Board of Directors for
pillar of our contribution to society. We believe their support and guidance, and my sincere
in contributing to the world community to make thanks to our shareholders for their faith in the
the world a better place for everyone. Our Mastek story. Most importantly, I would like
charitable wing ‘Mastek Foundation’ worked to acknowledge our dedicated and talented
in collaboration with the local health agencies employees, who are the foundation of our
and NGOs on the field to provide essential aid continued success.
to individuals and families adversely affected by
the pandemic. For instance, we raised over INR
50 lakhs through our annual fundraiser ‘Inspired Best regards,
2020’ to provide COVID relief aid. We also
organized global Gratitude is Attitude events Ashank Desai
every quarter along with Payroll Giving to raise Vice - Chairman and Managing Director
funds for charitable organizations in India, the
UK and US.

17
Message from Global Chief Executive Officer

Dear Stakeholders,
I am honored to join the Mastek Talent and Customer Advocacy are our most
important assets. Our clients continue to
family and lead an organization
innovate at a rapid pace, and at Mastek we
which is built on a strong continue to adapt quickly integrating new digital
foundation of values over many & cloud technologies with our industry expertise
decades. I commend all Mastekeers to deliver business outcomes. We are focused on
for their resilience over the last skill transformation and enhancing experiences
of our employees which is more critical than
year and for continuing to deliver ever before. At Mastek, we have a saying, “you
successfully to our clients. don’t work for Mastek, you fall in love” and we
As customers accelerate their digital journeys will strive to live that trust every day.
post pandemic, Mastek is uniquely positioned
to be the trusted business solutions partner of Finally, in my experience over the last 25+ years,
choice for enterprises. We have made bold bets I have always believed the rigorous “execution”
over the last decade in cloud, digital commerce, of the strategy is critical to achieve our collective
industry specific platforms and I’m convinced vision. I am looking forward to the journey
there is significant unrealized potential ahead together and excited to collaborate with Ashank,
of us. Delivering value for our customers, rest of the board members and the leadership
employees, shareholders and society at large is team at Mastek as we continue to drive
in our DNA. differentiated growth and positive impact to all
stakeholders.

Best regards,

Hiral Chandrana
Global Chief Executive Officer – Mastek Group

18 Mastek Limited | Annual Report 2020-21

Hiral Chandrana
Global Chief Executive Officer

19
Financial and Operational Overview

Earning per share - Diluted (₹)

A steadfast fiscal 2021 now leads 90.0

81.9

us into buoyant times ahead. With

80.0

70.0

a sturdy balance sheet foundation 60.0

and global human capital to help 50.0

our clients embrace fundamental

42.9
40.3
40.0

transformation with confidence, we 30.0

look forward to a highly relevant and 20.0

resilient future. 10.0

-
FY2019 FY2020 FY2021

DividendDividend Per share (`) Book Value per share (`)

Per Share (`)
16.0 450.0
14.5 412.4
400.0 381.9
14.0

9.00 350.0
12.0
8.00 300.0
298.8
8.0

10.0
7.00
8.5 250.0
8.0
6.00
8.0
200.0
5.00
6.0
150.0
4.00
4.0
3.00 100.0

2.00
2.0 50.0

1.00
- -
- FY2019 FY2020 FY2021 FY2019 FY2020 FY2021
FY2018 FY2019 FY2020

Debt Equity Ratio Return on Networth (%)

30
0.4

0.4 26.6 %
0.4
25

0.3

0.3 20
0.3

16 %
0.2 14.6 %
15

0.2

10
0.1
0.1

0.1 5

-
FY2019 FY2020 FY2021 -
FY2019 FY2020 FY2021

20 Mastek Limited | Annual Report 2020-21

 Revenue from Operations EBITDA (₹ in Lakhs) and Net Profit (₹ in Lakhs) and
(₹ in Lakhs) EBITDA margin (%) Net Profit Margin (%)
180000 172186
50,000 25.0% 35,000 16.0%
22.4%
160000 14.4%
45,000
14.0%
17.7% 30,000
140000 40,000 39,239 20.0%
25,175 12.0%
35,000 14.8% 25,000
120000 10.2%
9.6%
107148 30,000 15.0% 10.0%
103321
20,000
100000
25,000 8.0%
19,667
80000 20,000 10.0% 15,000
15,632 11,381 6.0%
10,147
15,000
60000 10,000
4.0%
10,000 5.0%
40000 5,000
5,000 2.0%

20000 0 0.0% 0 0.0%

FY2019 FY2020 FY2021 FY2019 FY2020 FY2021
0
FY2019 FY2020 FY2021 EBITDA EBITDA margin Net Profit Net Profit margin

Global CSR Spends (` in Lakhs) Revenue by Industry % (YoY)

250 8.3%
226 100.0% 15.7%

90.0%
12.2%
200
80.0%
22.3%
70.0% 16.2%
148
150 60.0%
11.7%
120 50.0%
31.7%
40.0% 17.0%
100

30.0%

20.0%
50 31.6% 33.3%
10.0%

0.0%
- FY2020 FY2021
FY2019 FY2020 FY2021 Government Retail Services Financial Services
Health Others

Revenue by Region (%) YoY No. of No. of Customers Added (YoY)

No. of No. of Customers No. of Clients
Clients/Customers
2.5%
Clients/Customers Added YoY
4.9%
100% 200
114, 99, 16%
2.2%
ME 18%
114, 18%
ROW 99, 16%
187
90% 11.0% UK & Europe US 180
23.2%
80% 160
16.7%
70% 140

60%
120

50%
100
40%
72.1% 80
67.4%
30%
60 53
20%
37
40
10% 169, 26% 257, 40%
169, 26% 257, 40%
20
0%
FY2020 FY2021 0
UK US
US ME
ME ROW
ROW FY2019 FY2020 FY2021
UK US ME ROW

21
Our Strategies in Action

Critical Partner in the UK

Adding Value Every Day

22 Mastek Limited | Annual Report 2020-21

Whilst celebrating its 39th birthday in May 2021, Mastek
is also commemorating more than 28 years of service in
the UK. For nearly three decades, the Company has been
delivering on critical UK Government programmes that are
of national importance. From education solutions to 22,000
schools, to the first-of-its-kind London Congestion Charging
platform, to advanced cloud services solutions across Health,
Immigration and Borders, Maritime Platforms and Defence,
Mastek has matured into a world class Government Digital
services provider.

Serving UK by partnering the

public services
Our largest growth area during
FY2021, came from our success with
UK Public Sector, where we became
part of an elite group of suppliers in
the Government Digital Marketplace
for the first time. This ranking was
earned not only by expanding our
business with existing customers,
but by also breaking through into
new accounts and departments by
proving our value as a world class
digital services provider.

50.3%
Increase in ` terms (incl Evosys)
23
Our Strategies in Action

Critical Partner in the UK

DHSC NHS England

At the Department of Health and Social Care In Health, our 15 year journey in implementing
(DHSC), we are delivering and running the Halo national services was recognised by our place
Platform, which provides advanced cloud services in the Digital Capability for Health framework
for UK’s COVID-19 Test & Trace technology (£800m over 4 years), enabling access to Mastek’s
services. An initial commitment in August-20, has digital services across NHS England. Our innovation
been extended through to September-21. was at its most fast paced here, using Process
Automation to reduce days of manual work
to minutes in the delivery and ordering of PPE
(Personal Protection Equipment), and by using
advanced analytics delivered as self-service views
on the mobile device, to manage Accident &
Emergency (A&E) frontline utilisation, during peak
pandemic impact periods.

HMRC Home Office

For the HMRC, we were commissioned to deliver Across our secure government services, enterprise
service management and support for their services moved at pace too, with the initial launch
Customs Declaration Service at UK Borders, a of the new National DNA Database 2 service
complex programme supporting Brexit change. for the Home Office and Identity and Analytics
Here again, our initial deployment in August-20 Services for major programmes and pandemic
has been expanded to HMRC’s Customs, Borders & support within Defence. The Home Office has
International Unit, and scaled through entrusted Mastek with a 3-5 year contract for
to March-22. enabling secure Biometrics exchange capabilities

24 Mastek Limited | Annual Report 2020-21

with 5i’s (UK, US, Canada, Australia and New Serving UK by partnering the
Zealand) and Phase 2 of DNA capability for police Private Sector
and forensics departments. Our flagship Case-
Whilst the Private Sector faced significant
working engineering capability for the Home
challenges from the pandemic, particularly in
Office has now taken a step-up, with the Home
Mastek’s majority markets of Micro Finance and
Office awarding us a 3-year contract for ATLAS
Retail/Logistics, where IT investment slowed
enhancing the platform for UK’s Future Borders
whilst the businesses focused on delivering core
needs.
processes, Mastek did not stop innovating.
DDaT We helped a customer by delivering a store pick
We also announced our Government Digital solution and deliver their products via multiple
Data and Technology (DDaT) skills academy in online channels including Amazon and Deliveroo.
engineering and DevSecOps, underpinning our This helped them extend their product range from
advanced civil service enablement programme take away food products to grocery items enabling
across Government customers. This enables the their customers to get groceries delivered to their
creation of digitally skilled civil servants in support homes during Covid.
of the national digital strategy.
For Together Money, we have implemented a Low-
Hospital Trust (Northampton) Code platform to drive their digital transformation
We were pleased to enter Secondary Care for journey and we began the micro services strategy
the first time, with the use of innovative Robotic implementation for an Industrial Software and
Process Automation Shared Services for a Hospital Data Management Leader.
Trust (Northampton) and Commissioning Support
For a leading retailer, we developed and delivered
Unit (South, Central & West). This innovative
a Virtual Shopper prototype using advanced
shared service will drive NHS improvement
Augmented Reality (virtual mirrors) functionality.
initiatives to enable pandemic recovery of health
services.

Adding jobs as our contribution

to UK’s recovery
When we announced the addition of 350
jobs, it was our way of driving UK recovery
from the pandemic disruption. In tandem
with the UK Prime Minister’s vision for
recovery, we too shared our vision of growth
in this geography. We demonstrated our
commitment to investing in the UK (North and
South), just as the UK invested in its citizens
through the prolonged shutdowns.

350
New jobs added in the UK

25
Our Strategies in Action

Scaling our Human Capital

Fulfilling the potential of MASTEK

26 Mastek Limited | Annual Report 2020-21

Mastek is a people-centric organisation
and aspires to be an employer of choice. At
Mastek, we believe in people empowerment
irrespective of grades and background,
and we make every effort to ensure a
nurturing and conducive environment for all
stakeholders.
Despite the pandemic, we successfully on-
boarded 565 resources globally this financial
year compared to 491 last year. With an
effective forecasting model aided by inputs
from each of our business units, Mastek is
building a strong talent pipeline to fuel the
company’s future growth.

14.3%
Total Attrition in FY2021

84.3%
YoY increase in team size for the last
four years from FY2018 (including
Evosys acquisition)

27
Our Strategies in Action

Scaling our Human Capital

Building on the success of the previous fiscal, in

FY2021-22, a plethora of HR activities are planned
to continue providing the foundational and Our people are one of our most
operational support to the Mastek business. Some valuable assets. Their commitment,
of these include: combined with the diversity of
− A more robust and scalable Graduate their professional experiences,
Programme to hire fresh talent for creating a capabilities, and skillsets enable
diverse multi-gen workforce. The programme Mastek to provide best-in-class
also aims to provide industry experience to fresh
and innovative services to various
graduates to prepare them for the professional
journey ahead businesses globally. By actively
− Leadership Development Programme to ensure
investing in each Mastekeer, we
our leaders understand Mastek values, culture, aim to build an inherently capable
people management and are aligned to the and agile organisation.
business objectives
− HRIS tool implementation to streamline the
various HR processes and enable deep insights
Some of these include:
into organisational operations and trends
− Revisiting our Graduate Recruitment
− New R&R programme, Grade Mapping and
Programme strategy and actively working on
Compensation Benchmarking, Top Talent
mass global hiring of technology graduates.
Development Programme, Revamping of the
promotion process and Adoption of a new − Another Mastek initiative that is also closely
PMS approach to recognise and support some associated with our CSR wing – ‘Project Deep
defining aspects of the professional journey of Blue’ is a vital platform for identifying and
Mastekeers. recruiting efficient graduates with strong
technical background, passion for innovation
and willingness to make a difference.
Attracting the right talent to
complement our global vision − We have intensive training programmes for
campus hires, including a pre-training virtual
We wish to ensure that Mastek continues to
programme during the pandemic to facilitate
place the right talent at the right place, and has
fresh talent infusion and to ensure that learning
a pool of sufficient multi-skilled workforce to fill
continues unhindered.
requirements. In addition, to further boost our
commitment to support the technology graduates − As part of our branding exercise and extended
aspirations to progress their career in the IT reach across locations, we aim at recruiting
industry, we are currently working on a multi- graduates from multiple cities.
pronged approach.

28 Mastek Limited | Annual Report 2020-21

Opportunity to grow from within Accelerating the pace of demand
Transparency is at the core of our guiding fulfilment in challenging times
principle and to facilitate early fulfilment of open The ongoing pandemic resulted in many business
positions and provide Mastekeers access to career challenges that needed to be rapidly converted
opportunities to further their careers, we share into business opportunities to ensure profitability
details of all open positions via Internal Job Board and sustainability. The COVID-19 pandemic
(IJB) wherein Mastekeers can apply for a change in
has forced even the traditional organisations
role.
to embrace digital transformation, creating a
To build a dynamic resource pool of multi-skilled huge demand for IT professionals. This means
professionals, we provide various opportunities that employers are hiring IT professionals from
for continuous skill enhancement trainings. the same pool of available resources at higher
This includes industry relevant 360-degree skill compensations and candidates have access to a
building programmes on technology and soft skills wider range of opportunities than earlier. In this
for Mastekeers to help create a business ready context, we are leveraging #Starfinder - our buddy
workforce to be deployed. Niche trainings on AWS, referral programme to ensure we are ushering
Azure, Adv. Java, Automation Testing, RPA, BI are in the right talent aligned to our business vision
also organised. As an initial step, we have enabled and culture. Starfinder hiring percentage has
an On the Job Training programme that has a substantially increased from 8% to 25% We have
unique blended learning model to forward plan also been rehiring some of the ex-Mastekeers
staff augmentation on key skills like cloud services as they are already aligned to our culture. These
that is crucial to new business.
29
Our Strategies in Action

Scaling our Human Capital

directed efforts have helped accelerate the pace of on International Women’s Day, we conducted
demand fulfilment given the current external job virtual drive for women at all our global locations.
market dynamics. Through these drives we successfully identified 30
female candidates.
Mastek team is also extensively using the social
media channels to engage and attract millennials, We have partnered with relevant agencies who
Gen Z and passive candidates. Another key can provide resources with niche skills and also
initiative that global recruitment team initiated was maintain a virtual bench for us. We are also in
organising virtual hiring drives for niche skills. We the process of finalising an HRIS tool to automate
did multiple virtual drives which helped close some end-to-end resourcing process that will support in
critical demands. We ensure that our job adverts digital recruitment & attracting millennials.
and hiring drives are inclusive and addresses
Staff Augmentation is a small portion in a
candidates from all backgrounds, ethnicities, age
large plan to attract, & retain talent, and the
groups, and sexual orientations. For instance,

30 Mastek Limited | Annual Report 2020-21

current market dynamics make it an interesting − Regular Mastekeer connects are conducted
proposition. 360 degree approach to nurture to proactively support and resolve issues of
& retain internal talent is crucial. This support Mastekeers.
framework was completed through Technology − Leadership touchpoint and regular
Skill Building to keep our workforce engaged and communication is another area that has
ready to be deployed on niche technology skills been paid attention to. Mastekeers have the
like Cloud, DevSecOps & BI space. opportunity to connect with their senior leaders
through various forums and sessions that are
conducted at regular intervals
Talent retention: making Mastek a
− Employee wellness forms an integral part of
great place to work
our engagement strategy and to cater to the
Our people are our key strength, and over the complete spectrum of wellness services we
years we have made tremendous progress towards have adopted a holistic approach that covers
managing our people and their aspirations. Their the overall health and wellbeing of Mastekeers
commitment, combined with the diversity of their including Physical, Financial, Social and
professional experiences, capabilities, and skillsets Emotional wellbeing of Mastekeers. Through
enables us to provide best-in-class and innovative our emotional wellness programme we are
services, suited to various business challenges. helping Mastekeers cope with uncertainty and
To further minimise attrition, we have also devised anxiety during these unprecedented times.
a comprehensive long term plan which focuses − The Employee Wellbeing Assistance Programme
on a whole gamut of actions ranging from hyper- (EWAP) provides Mastekeers and up to 2
personalisation to career development and growth members of their family consultation from
opportunities, encourage compassionate way of trained EWAP professionals to achieve better
communication, new age wellness programmes, work-life balance and overall emotional well-
creation of engagement champions, infusing being.
philanthropy into the work culture through GIA
− As part of our commitment to supporting
which will encourage Mastekeers to participate
Mastekeers during the pandemic, the insurance
more often in social and charity-driven initiatives.
enrolment for parents was re-opened mid-year
Digital learning platforms and customised learning
to enable Mastekeers to sign in their parents
tacks are available to support Mastekeers in their
and establish coverage for any unforeseen
developmental journey. Internal IJB and rotation
medical expenses due to hospitalisation.
policy supports growth & relevant opportunities to
Mastekeers. − As a part of our strategy to retain a
comprehensive recognition programme is
Some of the steps to retain talent include: currently being devised along with investments
− Early Retention – We have a Global Induction in tools and resources to enhance Mastekeer
programme that spans -30 to 90 days, a period experience. We are also working closely with
popularly known as ‘Check-in to Mastek’. This managers to create an early warning system
programme is an endeavour to create a rich to identify and engage with potential attrition
on-boarding experience for all new Mastekeers, risks to ascertain early triggers.
to help them develop lasting relationships
and achieve greater heights while staying true
to our values and culture. The design of this
programme is to welcome and successfully
transform new Mastekeers into Mastek Brand
Ambassadors.

31
Our Strategies in Action

Expanding in the Americas

Bringing new value propositions
to the world’s largest market

32 Mastek Limited | Annual Report 2020-21

The US remains the world’s largest
technology market, providing enormous
growth opportunities for IT companies
such as Mastek with sound pedigree and
solid solution capabilities. One of the most
profound changes unfolding in commerce is
the shift to the digital channel. Euromonitor
estimates that 17% of goods will be bought
online in 2021 globally, nearly doubling
from 2016.
The pandemic accelerated this shift
toward e-commerce, as many consumers
experimented and became reliant on the
digital channel while in isolation. In 2020,
goods bought online globally grew by 24%
while stored-based sales declined by 7%.

15.5%
YoY USA Growth, gaining traction both
in retail and non-retail sectors.

16.7%
US operations contribution to total
operating revenue in FY2021

33
Our Strategies in Action

Expanding in the Americas

As per Statista.com, US transaction value in the

Digital Commerce segment is expected to touch During the year, the US business
US$ 804,664 million in 2021 and witness a CAGR continued to gain traction both
growth of 7.9% from 2021 to 2025, resulting in
in retail and non-retail sectors.
a total amount of US$ 1,092,295 million by 2025.
Additionally, in the Digital Commerce segment, the Mastek added 10 non-retail
number of users is projected to expand to 291.2 customers to support them in their
million users by 2025. The average transaction digital transformation journey.
value per user in the Digital Commerce segment is
estimated to be at US$ 3,059.5 in 2021. Our new sales team is now
In FY2020-21, US operations contributed ` 28,755 fully operational, driving both
lakhs in total operating revenue, i.e. 16.7% of digital commerce and digital
the total revenues of Mastek, reflecting growth
services together with cross-sell
of 15.5 % year on year by gaining traction both
in retail and non-retail sectors. The US business
opportunities in tandem.
grew by 10.8% in FY2020-21. During the year,
the US business continued to gain traction both 6.5% to 8.2% to reach US$ 4.33 trillion in 2021 as
in the retail and non-retail sectors. Mastek added more individuals get vaccinated and the economy
10 non-retail customers to support them in their reopens. Online and other non-store sales grew
digital transformation journey. We see increased to 21.9% at US$ 969.4 billion and are projected
offshoring opportunities across regions. Our new to grow in the range of 18% to 23% in 2021 as
sales team is now fully operational, driving both consumers shifted to e-commerce. The US’s recent
digital commerce and digital services together with fiscal stimulus package of US$ 1.9 trillion would
cross-sell opportunities in tandem. During the year, provide an additional lift to consumer spending
we entered into alliances and partnerships, which in 2021. The Pandemic has also sped up the
has opened up opportunities for Mastek. We also transition to digital shopping by 5 years.
expanded our base to Canada, enabling us to
serve our Canadian customers while expanding the In early 2020, our subsidiary - TAISTech LLC was
talent work force in the geography. rebranded to ‘Mastek Americas’. This rebrand
represents the expansion of the Company’s digital
commerce services to create transformative
Enabling Digital Transformation customer experiences and the systems to support
for the Retail Industry those experiences across the enterprise. Beyond
The US retail sales witnessed a historic shift in the Commerce Transformation services, the
2020. According to the National Retail Federation Company has expanded its offerings to imagine,
(NRF) report on March 2021, the US retail sales create, and deliver the transformative customer
grew by 6.7% in 2020 over 2019 to US$ 4.06 experiences that B2C or B2B business needs to
trillion and is expected to increase in the range of compete and win in the experience economy.

34 Mastek Limited | Annual Report 2020-21

As the retail industry transitions from a brick-
and-mortar model to a click-and-shop model, the

$4.33 trillion
Company sees substantial momentum in the retail
and e-commerce vertical in coming years. The
rapid acceleration of digital e-commerce in the Retail sales expected to reach in 2021 in USA
US, combined with retailer consolidation, creates a
massive opportunity for companies such as Mastek.
With strong specialisation and domain knowledge
developing a smoother website experience, adding
in the retail space, we are ideally suited to assist
direct-to-consumer operations and partnering with
retailers in their digital transformation journey by
last-mile delivery services. These efforts helped
helping them in delivering a more user-friendly
Latin America post the strongest growth of any
customer experience, upgrading their traditional IT
region with a 60% jump in goods sold online in
systems and assisting in the deployment of next-
2020. Euromonitor expects Latin America to be the
generation technology for improved supply chain,
regional growth story in 2021 as well with a 16%
inventory management, and customer loyalty.
increase in e-commerce sales of goods. Mexico
Latin America has long lagged other regions in is projected to lead that expansion, narrowing
terms of e-commerce development due to the the gap between itself and the region’s largest
large unbanked population, weak postal systems e-commerce market, Brazil. Mastek Americas
and consumer distrust of the channel. The will not only focus on the northern side of the
COVID-19 pandemic led companies to make bigger continent, but also explore opportunities in the
investments in digital platforms, which included Latin America markets.

35
Our Strategies in Action

Expanding in the Americas

Expanding our Non-Retail business philosophy behind our D2X strategy is that we can
bring about meaningful outcomes based digital
in the Americas
transformation to any industry. This is a strategic
move by Mastek to broad-base itself beyond
Leveraging Mastek’s broad capabilities discretionary-sales based retail companies in the
Powered by the global brand of Mastek Ltd, USA, believing we can bring strong outcomes to
Mastek Americas now also includes Digital any business regardless of who the stakeholder our
Strategy, Platform Development, Data & Analytics, clients are dealing with. Whether a business is B2C
and Automation in its offerings. The rebrand to or B2B no longer makes a difference to Mastek.
‘Mastek Americas’ represents the organisation’s Naturally, as a result we expect our acquisition of
unified, global vision and continuing legacy of non-retail customer base to diversify. In FY2021,
building innovative, collaborative, and engaging we added 10 non-retail client in the USA.
digital transformation solutions. Commerce
transformation is the Company’s legacy and
Mastek Americas will continue to create innovative Leveraging the Oracle opportunity
and powerful brand experiences powered by The acquisition of Evosys, a leading Oracle solution
its D2X strategy. Furthermore, the Company is provider enabling business transformation,
leveraging its Digital Commerce customer base to provides Mastek Americas a larger customer base
expand service offerings in Business Intelligence to the Company. Combined service offerings is
& Analytics, Quality Assurance Automation and enabling the geography to grow on the back
Robotic Process Automation, thus enabling of larger wallet share with existing customers
clients to experience a full spectrum of digital through cross-selling, and unfolds significant
transformation services. opportunities to co-sell. According to Data Bridge
Market Research report, the global oracle services
Becoming D2X - ‘Digital to Any’ market is expected to witness market growth at
Stakeholder a rate of approximately 13.60% in the forecast
In a post pandemic world, everyone is moving to period of 2021 to 2028 and is expected to reach
an online world. Healthcare players are dealing USD 21,278.49 million by 2028. Europe and North
more directly with patients; education is now America dominates the oracle services market due
completely online; and groceries and any form of to the rising demand for cloud-based services in
daily items are increasingly being bought online. the regions. Asia-Pacific is expected to witness
These examples show that almost every industry significant growth during the forecast period of
is exploring how they intend to interact with 2021 to 2028 because of the economic growth.
their stakeholders, and are therefore undergoing
The increase in demand from various enterprises
reinvention and digital transformation. At Mastek
globally is escalating the growth of oracle services
Americas, we have migrated from being industry
market. The rise in the rate of cloud adoption by
vertical centric, to becoming more horizontal
small and medium enterprises and large enterprises
as to whom we pitch to. The fundamental
across the globe act as one the major factors

36 Mastek Limited | Annual Report 2020-21

driving the growth of oracle services market. after. Because given our size and focus on Oracle,
The growing popularity of oracle because of its we are an ideally suited partner for focusing on
several benefits of cloud-based offerings such as the SAP Compete business. The SAP Compete is
increasing operational productivity, increasing becoming a significant market that Oracle is also
revenue and lower costs and the increasing planning to pursue. Within this space, we intend
preference of the service owning to advantages it to create a strong name for ourselves. In the last
brings on the table including fast implementation, two quarters of fiscal 2021, we won five marquee
no-upfront cost, scalability, accessibility and customers, of which two were SAP-ECC users. It
better security further influence the oracle services is also a market that is going to allow us to move
market. significantly forward in the UK and Europe region.

A key area of synergistic opportunity lies in the The final key area that we are now focusing on is
combination of e-commerce plus Oracle CRM, and the managed services on cloud applications. As the
then the back-office ERP along with it. The Oracle cloud implementation business matures, customers
e-commerce business for Mastek grew significantly have migrated towards Oracle cloud applications
in FY2021 in terms of the number of new and that population continues to grow all the
customers that we have acquired. As we create time. This is where niche specialized partners like
this combination of Oracle e-commerce plus Oracle Mastek can make difference. We want to grow
CRM as an offering, it makes us a significant our business on managed services, not only by
sought-after partner from a retail segment and converting or creating managed services on cloud
Oracle point of view. applications for our install-based customers, but
also by competing and winning customers who
Another key focus for us is going to be the SAP had been implemented by other large
Compete market that we will aggressively be going consulting firms.

37
Our Strategies in Action

Our Go-To-Market strategies

Building the rights of passage to compete
and win big ticket mandates.

A New Mastek
Over the last six quarters, Mastek’s market reach
and capabilities have expanded significantly. Over
this period, the Group’s customer acquisition rate
has accelerated with an additional 40 customer per
quarter than what it was before. The Company’s service
offerings have grown from pure Digital transformation,
to a portfolio including Digital transformation, Cloud,
Data and Innovation. Our Geography diversification
has also grown from largely 3 countries to 40+
countries. And, our Vertical Focus has changed from
being majorly Public Sector and Retail, to Public Sector,
Financial Services, Retail, Healthcare, Life Sciences and
Manufacturing.

Operating revenue up YoY by

60.7%
in INR terms

52.2%
in constant currency

38 Mastek Limited | Annual Report 2020-21

Gone are the days when we aligned our
business to the potential of our existing
clients. Today, our philosophy is aligned
to a Value Based Contracting model
focused on outcomes, in which we look to
baseline and objectively improve aspects
of our clients’ business. By combining
our digital and cloud value propositions
together, Mastek has found the ideal
entry mechanism to establish relationships
quickly, only then to expand into them
through our joint go to market strategy.

With our co-selling approach of our joint

value propositions, Mastek has earned
the rights of passage for competing
more credibly and effectively against
larger, more diversified GSIs. Through
this approach over the next 3 years, we
intend to build and expand our digital
business by making many Fortune 500
clients into ‘customers for life’ and earn
a larger share of their wallets.

39
Our Strategies in Action

Our Go-To-Market strategies

Our Approach to Growth is based

on the following four key pillars: Our vision is to deliver a 3x ROI
on every dollar that our customer
1. Value Based Delivery invests with us. Thus our customers
For decades, being successful depended on your see us as investment with a 3x
ability to win business through a competitive potential return. To match this
RFP process. If we could prove the features and
capability, we are investing in
functionality of our solutions were the best match
for the customer’s needs and could offer them at enhancing our delivery model and
a competitive price were usually enough to clinch assets to support an outcome
the deal. Today, companies now prefer to purchase based contracting model.
their technology solution “as-a-service” where
the supplier is accountable for managing and
operating the technology.
We are now on a new journey for charting
We too want our customers to perceive Mastek
‘ambitious’ outcomes for our customers. Gone
as their long term strategic partners. At Mastek,
are the days when we aligned our business to
we have evolved our go to market strategy by
the potential of our existing clients. Today, our
adopting “outcome-based selling”. We now
sights are set on larger mandates and on the
prefer to talk about our customers’ priorities, the
potential outcomes of our clients. Our 3-year plan
things they care about, instead of our capabilities
focuses on leveraging our strengths that we have,
and services. Through this approach, we open
while building the ones that will complement
the discussion with a prospect, whether they’re
our portfolio. Today, our philosophy is based
new or existing, by talking about what we know,
on a Value Based Contracting model based on
or suspect, are the business outcomes that are a
outcomes, in which we look to baseline and
priority in their world. This way, we gain credibility
objectively improve aspects of our clients’ business.
by CXO buyers by speaking in a language that
We even allocate a portion of our fees to be
they understand and by showing them a tangible
contingent on the success of stated outcomes, so
connection between what they care about and
we too have our skin in the game with an upside
what we have to offer. When it comes to co-
on successful completion. Our vision is to deliver
selling, or selling more to existing standalone
a 3x ROI on every dollar that our customer invests
Mastek and Evosys customers, we are leveraging
with us. Thus our customers see us as investment
the success of our joint go-to-market (JGTM)
with a 3x potential return. To match this capability,
customers by telling an existing client an outcome-
we are investing in enhancing our delivery
based story about how we can create value in ways
model and assets to support an outcome based
they didn’t know or believe.
contracting model.

40 Mastek Limited | Annual Report 2020-21

 FORTUNE 500
We intend to expand our digital
business by making many Fortune 500
clients into ‘customers for life’

to large traditional GSI. Our expanded services

2. ‘We Sell’ approach capability to deliver large transformations
Our focus is now on expanding business in the combined with the agility and humility of a young
rapidly growing install base of 600+ customers organization is driving many customer to choose
we already have. We are investing more and more Mastek as their partner of choice replacing some
in growing our Customer Success and Account of the larger SI’s.
Management Teams to gain much bigger wallet
share in these customers. In the USA, EU and ROW, our go to market
strategy also entails our pursuit to acquire new
In our co-selling approach of our joint value non-retail-based logos that feature in the Fortune
propositions, Mastek has earned the rights 500; take our digital commerce value proposition
of passage for competing more credibly and to one that integrates commerce with services;
effectively against larger, more diversified GSIs. cross-sell into existing Mastek and Evosys clients;
Being a smaller more focused and nimbler player, and co-sell jointly to acquire new logos. Through
and with a much wider IT framework capability this approach, we expect our average deal size
under our belt, the Company has the ability and to get bigger, with even longer tenures. Today,
desire to win bigger mandates. More and more with increasing scope of winning combinatorial
customers are seeing us as a brilliant alternative development, Mastek can offer strong managed

41
Our Strategies in Action

Our Go-To-Market strategies

Industry Verticals: While there is great breath in our

install base in these verticals, we
− Public Sector
are now expecting to gain depth
− Retail
in customer wallet share and also
− Healthcare
move north towards Fortune 500
− Life Sciences
customers in these focused verticals
− Manufacturing
enhancing our delivery model and
− Financial Services
assets to support an outcome based
contracting model.

42 Mastek Limited | Annual Report 2020-21

services propositions, in which we can offer turkey
managed responsibility for digital commerce,
digital transformation services, and cloud solutions Our people are one of our most
and services. valuable assets. Their commitment,
combined with the diversity of
3. Geographic diversification
During FY2020, we acquired Evosys, which allowed
their professional experiences,
us to diversify our geographic concentration, capabilities, and skillsets enable
leverage the customer acquisition velocity Mastek to provide best-in-class
that Evosys brings, and provide an immediate and innovative services to various
addressable opportunity to increase our share
businesses globally. By actively
of wallet and deliver more value for customers.
Moreover, the successful ‘sell with partnering’
investing in each Mastekeer, we
model that Evosys operates will help us scale our aim to build an inherently capable
combined businesses faster than traditional direct and agile organisation.
route to market. While Mastek’s organic digital
business is characterised with longer sales and
revenue cycles, our Evosys business by contrast is
characterised by shorter sales cycles with quicker Today, verticalized upselling is an important driver
delivery timelines. Furthermore, the cloud services of growth for the Company. During FY2021, we
market continues to grow faster than traditional intensified our focus through this approach by
IT segments and is often the starting point for strengthening our management and leadership
many company’s digital transformation journeys. teams in all geographies. We also integrated our
By combining these value propositions together, back-office services under a common leadership
Mastek found the ideal entry mechanism to team, making us sharper and more agile in
establish relationships quickly, only then to expand delivering our combined propositions.
into them through our joint go to market strategy.
In FY2021, we prolifically added more than 40+
new logos per quarter to our cloud business, with
4. Verticalization
29+ new ones to Mastek’s digital services business
Mastek is investing further in developing to
during the year. Furthermore, many of these logos
become a strong Vertical focused business,
have large balance sheet sizes and hence sizeable
especially in Healthcare, Life Sciences and
IT spend budgets. Along with our legacy customer
Manufacturing, in addition to our traditional
base, we have a growing base of customers to
strongholds in Public Sector and Retail. While there
cross-sell and co-sell within. Through this approach
is great breath in our install base in these verticals,
over the next 3 years, we intend to build and
we are now expecting to gain depth in customer
expand our digital business by making many
wallet share and also move north towards Fortune
Fortune 500 clients into ‘customers for life’ and
500 customers in these focused verticals.
earn a larger share of their wallets.

43
Environment, Social and Governance

Taking ESG commitments further

Our business is engaging the future.
We are actively working to create a
better world.

At Mastek, we are deeply invested in

reimagining our future into a shared
reality that everyone can adapt to with
ease, and benefit from equitably. Our ESG
Vision focuses on shaping and sharing
solutions to tackle this global challenge.
We have made considerable progress on
this path in fiscal 2021 and are happy
to share with you the highlights of our
efforts and their outcomes in this ESG
executive summary report.

People
People comfort is a key factor, for instance, while we strive for energy efficiencies by
setting ambient temperature, air quality, and space management and so on – all of
which affect productivity and morale. Mastek’s approach is conscious of this broader
responsibility. We also believe people must own sustainability, and we advocate the same
through several ways. Lifestyle imperatives of sustainability form a constant refrain to all
our ecological campaigns and initiatives.

People Why is it important to us? How are we Responding?

Health & Safety Mastek only succeeds because of its people. − At Mastek, we place utmost importance to the wellness of
Together, our employees form an inclusive our people. We have a clear and well-defined EHS policy.
community of problem-solvers that help
us deliver innovative solutions and a best − Our Mahape India location is certified for ISO 14001:2015 &
customer experience, while transforming ISO 18001:2007. Majority of our locations have first aiders,
industries and shaping a sustainable future. ergonomic seating and on call medical help available.
− A pandemic-induced remote work situation has given rise
We’re invested in fostering a culture of to a new hybrid work model with employees working from
inclusion, diversity and continuous learning premise as well as remotely. Our experience of partnering
to ensure every Mastek employee is some of the biggest global companies during the crisis is
respected, valued and encouraged to make helping us re-engineer our approach to work. Our Work from
their fullest contribution. A commitment to Home (WFH) Policy was extended quickly and effectively in
safety, employee health and world-leading March 2020 as a response to the COVID 19 crisis, and we
environmental performance is engrained in ensured almost 100% WFH across regions to ensure safety of
our culture and central to how we work. our people.

At Mastek, we remain committed to pursue − Healthy Mind, Healthy Body has been our constant mantra
our business in a sustainable manner. through several years. Our wellness initiatives include
Pursuing sustainable value creation / growth, wellness activities, counselling, ergonomic care, mental health
we balance our business interest with that awareness, advocacy on work-life balance, awareness on
of the environment and social well-being financial planning and so on. All our initiatives have inspired
of our employees, channel partners, nearby our people to get healthier, stronger, and fitter.
communities and direct customers.

44 Mastek Limited | Annual Report 2020-21

People Why is it important to us? How are we Responding?
Employee By investing in employee engagement, − Employees play important role in culture building. The
Engagement Mastek believes it will be able to increase capabilities and well-being of our employees influence our
productivity, work quality, and retain operational performance and leave a significant footprint in
top talent. Employee engagement is the organization’s work culture.
quickly becoming one of the most
important indicators in gauging work − In the hybrid working model, new norms of employee
satisfaction. Employees today are looking experience and engagement have emerged. Engagement
for more than just a 9-to-5 job. They want now means sharing a Vision and purpose within teams,
to be involved in their work, enthusiastic for psychological safety and trust, effective team goals and
about the organization they work for and recognition of demanding work.
committed to their fellow workers. − We are a people company that is driven by technology and
our employees are our most valuable assets. Our employee
care focus has comprehensive programs to address concerns
on employee health and the impact of work stress on our
employees and their families.
− With the uncertain times often inducing anxiety among
employees, there was a renewed focus on specific
interventions this year.
− Communications through the virtual set up, has a renewed
focus on employee well-being. At Mastek, we are paying
particular focus on innovation, career development, learning
and experience. We believe, every company must differentiate
itself by offering a great employee experience. We create
meaningful engagement touchpoints across the employee
lifecycle, including activities from hiring to separation for a
refined employee experience.
− To create a ubiquitous reward culture in the new world of
work and augment employee experience, we are focusing on
prompt, frequent, specific, inclusive, innovative and value-
based appreciation.

Supply Chain We recognize that suppliers are valuable − Our strong supplier base consists of trusted partners,
stakeholders in our business ecosystem. chosen with a conscious approach to local sourcing, and
Our Responsible Supply Chain Policy adherence to the supplier code of conduct, which insists
categorizes our suppliers in three segments: on self-declarations with respect to EHS, human rights, and
people, services and products. Our ability to elimination of child labour and forced labour.
identify, assess and mitigate supply chain
risks helps us ensure a more sustainable − Our approach is to progressively engage with our suppliers to
one. Considering its impact on our value inculcate responsible business practices in the entire supplier
creation model, we work to eliminate real life cycle. In India, we have launched several awareness
or potential risk exposure to supply chain programs across our campuses for our contract workforce
performance. The framework identifies risk on subjects, including our values and Code of Conduct,
across the supplier processes - pre-contract anti-discrimination, anti-sexual harassment, wages, benefits,
and evaluation, contract execution, ongoing health and safety and emergency preparedness.
and post-exit. − Our Supplier Code of Conduct is administered to all key
suppliers. Our agreement with vendors includes a mandate to
follow local laws and regulations. We expect our suppliers to
support and respect internationally proclaimed human rights
guidelines. Our contracts have right clauses and checks to
prevent the employment of child labour or forced labour in
any form. We also provide forums, where suppliers can voice
their concerns and issues. All suppliers must sign our Supplier
Code of Conduct.

45
Environment, Social and Governance

Environment
While it is important to save the planet and achieve smart savings for business
through ecological strategies, it is of absolute importance to factor in human
comfort into the ecological equation. Mastek believes in balancing these three
factors (People, Planet & Profit) while following ecological sustainability.

Environment Why is it important to us? How are we Responding?

Climate Change World is facing Climate We approach energy, water efficiency and waste
Mitigation and change as one of the principal management not only through systems and technology
challenges. Human emissions routes but also through advocacy and sensitization – thus
adoption influencing behavioural change. Over last three years,
of greenhouse gases have
our conservation efforts have achieved good results with
considerably increased global a steady dip in consumption of natural resources. Energy
temperatures since pre- and water consumption year on year have decreased
industrial times. consistently in this period and waste recycling has
improved despite increasing scale of business. We focus on
sustaining the movement while exploring newer steps in
space utilization and applying the principles of simplifying,
standardizing, and differentiating our approaches and
processes.
While the COVID-19 crisis focuses our attention on
business continuity at present, we are aware that it is
value creation on the lines of People, Planet and Profit,
which will make us thrive in the long run, beyond mere
surviving the crisis. We believe sustainability is an integral
and non-negotiable factor that helps us foster a nurturing
environment, to realize our mission of helping businesses
and societies to flourish. As a responsible organization, we
have designed our sustainability programs to be effective
and strategic.

46 Mastek Limited | Annual Report 2020-21

Environment Why is it important to us? How are we Responding?
Energy Energy management is critical The Company is committed to reduce its negative
Management for controlling and reducing environment impact in its internal operations. Most of
an organisation's energy our offices are installed with LED lights making them very
consumption, so that one can energy efficient.
reduce costs. Energy efficiency We continuously follow initiatives for conservation of
also brings a variety of other electrical energy, water consumption across all Mastek
environmental benefits, such offices.
as reducing greenhouse gas During the year across PAN India locations, we saved 8.44
emissions, reducing demand for lakhs KWH units YoY of the electrical energy in FY2021, a
energy imports, and lowering 42% reduction compared to the previous year.
costs, both at a household and at
the economy-wide level. Specific measures taken include:
− replacement of CFL lights to LED lights is ongoing
Initiative
− replacement of old UPS units with energy efficient
Modular UPS units at our SEEPZ office, Mumbai

Environment Why is it important to us? How are we Responding?

Water Water conservation and Water is essential for life to sustain itself on this planet
Management management encompasses the and is increasingly becoming a scarce resource in many
policies, strategies and activities parts of the world. As part of the approach, we have
made to manage water as a taken a holistic view of our water management to
sustainable resource and to encompass fresh and recycled water consumption, water
meet current and future human conservation efforts and efforts on water reusing and
demand. Reducing our use recycling. This is evaluated through periodic water audits
of water reduces the energy and improvement plans.
required to process and deliver it During FY2021, we were able to reduce our water
to homes, business, farms, and consumption by 11,869 m3, which constituted a reduction
communities, which in turn helps of 49% compared to the previous period.
to reduce pollution and conserve
fuel resources.

Electricity Unit (KHW) Consumption YoY YoY Water Conumption In Cubic Meter

Pan India Offices Linear (Pan India Offices) Mahape

2,500,000 30,000

2,000,000 25,000
2,015,154

24,091

1,500,000 20,000
12,222

10,000
1,170,957

1,000,000

500,000 5,000

- -
2019-20 2020-21 2019-20 2020-21
KWH Consumption Water Consumption in CMD

47
Environment, Social and Governance

Social
The Company ardently believes in giving something back to the society. Any
business is directly related to well–being and development of the society in which
it is embedded. With our continuous efforts in Corporate Social Responsibility
activities, the Mastek group has contributed significantly to society with key focus
on improvement of Health, Education, social infrastructure, women empowerment
specifically in rural areas. We also focus on fulfilling the developmental objectives
of neighbouring communities and villages. Through its CSR arm Mastek
Foundation, the Company partnered with 15 NGOs with domain expertise and
credibility to deliver sustainable impact. The annual India CSR spend on the
projects supported by Mastek on a consolidated basis was ` 226 lakhs for FY2021

Our CSR focus areas and the number of

people impacted:

`226 lakhs Verticals People Impacted

Global CSR Spends in FY2021 Livelihood 51,605
Education 930
Health 30,815
Total 83,350

88,006 CSR (Mastek)

beneficiaries supported by our
CSR programmes Verticals People Impacted
Health 755
Education 2,286
Total 3,041

CSR (TAISTech)
Vertical People Impacted
Women Empowerment/ Livelihood 15
Education 57
Total 72

CSR (Evosys)
Vertical People Impacted
Health 1,000
Education 543
Total 1,543

48 Mastek Limited | Annual Report 2020-21

Social Why is it important to us? How are we Responding?

30,815 beneficiaries were helped with access to basic and

Health and Ensuring access to healthcare and
emergency healthcare services in partnership with 6 NGOs.
Disaster emergency services and essentials to
underprivileged tribal individuals, urban - Employee Payroll Giving - COVID relief campaign: To help
Relief / tribal families who were among the severely affected groups,
COVID-19 poor families, women, and children.
and on the threshold of losing their livelihood source during
Especially, amidst the COVID-19 the COVID-19 lockdown, Mastek raised ` 3.27 lakhs through
lockdown. employee payroll and distributed dry ration kits to 480
tribal families in Palghar, Maharashtra in collaboration with
PRASAD Chikitsa Nonprofit Organisation. The employee
giving programme reached 3,041 beneficiaries during
FY2021.

- Annual Fundraiser – Inspired 2020: The eighth virtual edition

of Inspired supported COVID-19 relief operations in Mumbai
and Ahmednagar, Maharashtra. The fundraiser raised `
77.33 lakhs in collaboration with Snehalaya and Apnalaya
NGOs. Snehalaya distributed 10,500 kits (survival + food
+ hygiene) to each migrant families in Ahmednagar and
Apnalaya distributed 4,000 fruit and vegetable packets in five
quarantine centers of M-East Ward in Mumbai.

- Supported Ante Natal Care (ANC) through making nutrition

and quality healthcare accessible to pregnant women from
rural and underprivileged families in Thane, Palghar. The
programme is developed to impact the reduction in maternal
and infant mortality and morbidity rates.

- Supported a Blindness Control Program in partnership with

an NGO in Amravati, Maharashtra and sponsored medicines
under medical programmes in a hospital for tribal people in
Thane, Maharashtra.

- Worked with an NGO to provide hot meals and counselling

to underprivileged children battling with cancer in Delhi,
Jammu and Kashmir, and Bangalore.

- Supported the nutrition and physiotherapy of underserved

special children in partnership with an NGO in Thane,
Palghar.

- Urban poor and tribal families were provided essentials with

dry ration, hygiene and nutrition meal kits. ­­Mastek partnered
with 2 NGOs for their 2 project interventions in Mumbai and
Thane.

49
Environment, Social and Governance

Social Why is it important to us? How are we Responding?

Livelihood Empowering youth and

Mastek partnered with 3 NGOs for their projects in Madhya Pradesh, Navi
women with appropriate Mumbai and Yavatmal, Maharashtra and reached 50,605 individuals to
skills and equipping them strengthen their livelihood.
for sustainable livelihood
opportunities. Empowering Mastek supported 2 projects under ‘Project Aajivika’ in Navi Mumbai and Delhi.
distressed farmer families’ The projects focused on the skill training of disadvantaged women artisans,
capacity building workshops conducted increased their efficiency to make
communities to enhance their
products and increased capacity of the production units to process orders and
livelihood through access to increased the prospects of market linkages and demand.
resources.
Enhanced livelihood of workers impacted by COVID-19 at Khajuraho – UNESCO
world heritage site, self-help groups were formed and strengthened, loan
support was provided to beneficiaries for goat rearing, beneficiary families
engaged in income generating activities through making sustainable disposable
utensils, and skill development trainings were conducted for youth and women
on water plant management.

Distressed farmer communities were supported for their livelihood

enhancement through a project on irrigation development. The project phases
included increased area of crop irrigation, enhanced ground water storage, and
increased surface storage capacity, capacity building of farmers and drought
proofing with community participation.

Social Why is it important to us? How are we Responding?

People & Spending time and financial resources The company partnered with the government and continued
to contribute in the field of education & improving healthcare
Philanthropy enriching your community is a great way facilities. We are honoured to garner the kind words of
to broaden our impact on the world. A appreciation from the Government along with bagging ‘Best
majority of people feel that businesses Company for CSR activities’ in the state of Gujarat.
should give back to the community and
make addressing global inequalities a high
priority. Today, every business needs to
play an active role in moving the needle
on critical societal issues, like diversity,
equity, and sustainability. Making progress
in these areas isn’t just the right thing
to do; it’s also a significant business
opportunity.

50 Mastek Limited | Annual Report 2020-21

Environment Why is it important to us? How are we Responding?

Waste Low cost and environmentally Our waste management approach is based on the philosophy
Management favorable reuse of this waste of Reduce, Reuse and Recycle. We seek to uphold our ambition
materials have become an important of zero waste to landfills through active minimization combined
topic with the respective national with technology investment in recycling and streamlining
systems and processes. With our efforts, we contribute to a
and local regulatory bodies
circular economy and convert waste to resource. Extending the
stipulating minimum treatment levels Company's efforts towards elevated environmental stewardship,
and standards. we have adopted a strategic approach to waste management at
each of our operating locations.
Following initiatives were continued during the year towards
sustainable consumption:
− Reduction in use of plastic
− Reduction in use of printing paper
− Disposal of e-waste and hazardous waste as per government
approved norms
− Reduction in business travel trips with the help of technology
such as Video Conferencing for business meetings
− Encouraging employees to use carpooling for commuting
between their homes and their offices

Social Why is it important to us? How are we Responding?

Project Deep To transform lives by using technology, Highlights of Season 6:

Mastek initiated “Project Deep Blue”, In season 6, 423 teams made up of 1,382 students registered
Blue Season 6 from 18 Colleges that participated. Out of this crop, 71 teams
and since then, we are continuously
encouraging engineering students to were selected to solve 6 Problem Statements, including Air Quality
solve social problems using coding skills Visualization; Automation Society Security Task; Crowd Counting
and come up with meaningful technical Challenge; Geofencing using IoT; and Predict Queue Wait.
solutions. The project signifies the
willingness to challenge the norms, the Colleges participating were from colleges in Orissa, Rajasthan,
determination to solve challenging issues Madhya Pradesh and Gujarat. Around 10 e-Campus visits to
to create a social change and the drive colleges outside Mumbai with Evosys HR were conducted.
to become forward thinkers. As the new 12 e-Campus visits to Mumbai colleges made and the entire
generation of emerging engineers lack programme was run virtually.
practical knowledge with reference to the
industry, “Project Deep Blue” serves as a Season 6 saw the highest number of registrations (423 Teams), the
platform that bridges the gap between result of strong positive branding through Project Deep Blue and
industry and academia. The initiative gives word of mouth publicity.
engineering students the opportunity to
test their technical acumen under the
mentorship of industry veterans from
Mastek.

51
Environment, Social and Governance

Governance
Governance plays an irreplaceable part in effective management of an
organization. It’s a system which enables control framework for an entity and
defines structure and processes for decision-making, accountability, control and
behavior amongst all levels within an entity. It’s a culture that’s driven at the Board
level and is ingrained in each and every action of the Company.

52 Mastek Limited | Annual Report 2020-21

 Governance at Mastek has an influence
on Company’s strategy, objectives and
their achievement, risk management and
performance optimization.

Governance Why is it important to us? How are we Responding?

Corporate Stakeholder’s trust and confidence in Over and above the compliance with the regulatory
Governance the Company is a direct reflection on requirements in ensuring transparency and disclosure of
the Company’s financial and operational necessary information on the Company’s action, Company
strength. Their interest is key part of officials reach out to the stakeholders on a regular basis
corporate governance at Mastek. apprising them of actions taken by the Company.
Driven by these principles is the framework Mastek has detailed and effective governance procedures to
that Mastek’s Board and Committee’s follow ensure business of the Company is followed in the manner
to ensure Company is ethical, follows intended and at par with ethical and corporate governance
highest level of corporate governance, standards. Further details are provided in the Corporate
is transparent and is responsible to its Governance Report and Director’s Report.
shareholders.

Operational Operational governance when aligned At Mastek, operational governance is at the heart of every
Governance with business strategy helps in positioning decision that Company is taking and that may impact its
Mastek to deliver on its promise. It business. These governances form the charter and terms of
addresses how a company’s decisions are reference of the Board, its committees and management
made and executed. committees.
Without such governance, inefficiencies in Whether its dealing with the privacy information of its
the structure can creep in and can impact customers, shareholders, business partners and its employees
an organization’s growth and its business. or ensuring compliance with anti-corruption laws of the
geographies where Company has its business, Mastek ensures
that operational governance is the fundamental part of any
decision making and business transaction.
Further details on the frameworks that drive such operational
governance are provided in the Corporate Governance Report.

Third Party Third parties play a key role in organization’s Mastek continues to standardize measurements, controls, and
Governance success. In Information Technology, people deliverables of third parties thereby standardizing the risk and
resourcing and advisory support from third performance management processes across the enterprise.
and Risk parties provide strategic and competitive As part of governance, Company assesses third-party risks
Management advantage. with the lens of impact on business contracts, third-party
As Mastek grows its business and taps delinquency, alignment with Company policies and procedures,
customers across various industries based Sanctions and other inherent risks. Such assessment helps the
out of various geographies, the third-party Company to make necessary adjustments to the third-party
ecosystem becomes vital. Mastek believes ecosystem to ensure the business strategy and plans remain
that efficient management of third parties unhindered and customer’s confidence in Mastek’s delivery
not just enables competitive advantage over grows.
its peers but also helps in avoiding potential
costs and reputational damage.

53
Board of Directors

S. Sandilya Ashank Desai Ketan Mehta

(DIN:00037542) (DIN:00017767) (DIN 00129188)
Chairman (Non-Executive) & Vice-Chairman & Non - Executive &
Independent Director Managing Director Non - Independent Director

Mr. S. Sandilya is a Commerce Graduate Mr. Ashank Desai, is an Information Mr. Ketan Mehta has Management
from Madras University and holds an MBA Technology (IT) Industrialist and has done Degree from the Indian Institute of
from the Indian Institute of Management B.E. from Mumbai University and had Management (IIM), Ahmedabad and has
(IIM), Ahmedabad and he holds almost secured the second rank in the University. significant experience nearly four decades
5 (five) decades of rich and diverse He holds a M. Tech Degree from the in the Information Technology Industry.
professional experience. Indian Institute of Technology (IIT),
Mumbai. He also holds Post Graduate Mr. Ketan Mehta co-founded Mastek
Mr. Sandilya is presently the Non- Diploma in Business Management in 1982 and served as a member of the
Executive Chairman of Eicher Group. (PGDBM) from IIM Ahmedabad. Board of Directors of Mastek until June 1,
He joined Eicher Group in 1975 and has 2015 after which he focused exclusively
held various responsibilities in the areas Mr. Desai is the Principal Founder and on Majesco business. During his long stint
Former Chairman of Mastek and has
of Group Finance including Information with Mastek, Majesco and its affiliates, he
more than 4 decades of rich and diverse
Technology, Strategy and Planning, has handled multiple functions including
experience in IT industry. Mr. Desai
Manufacturing and General Management. sales, delivery, and general management.
having held the position of Chairman
He was the Group Chairman and He was the driving force behind the
& Managing Director of Mastek
Chief Executive for 6 (six) years before earlier and currently serving as the conceptualization and execution of
becoming the Non-Executive Chairman, Vice - Chairman & Managing Director, Majesco’s insurance strategy, including
the post he continues to hold. brings with him valuable experience in acquisition and integration of seven
managing the issues faced by large and insurance technology companies over the
He has been a National Council Member complex organisations. The Company last thirteen years. Prior to that, he has
of Confederation of Indian Industries (CII) and the Board will immensely benefit by also spearheaded Mastek’s joint venture
for many years. He is also Independent leveraging his demonstrated leadership with Deloitte Consulting.
Director on the Boards of a couple of capability,general business acumen and
Companies. He has been an Executive knowledge of complex financial and October 2018 to September 2020, Mr.
Committee Member of the Society operational issues faced by the Company. Ketan has served as Chairman of the
of Indian Automobile Manufacturers. Mr. Desai also brings rich experience in Board of Majesco (USA entity) when he
Additionally, Mr. Sandilya is a Past various areas of business, technology, played a pivotal role in selling Majesco
Member of the Board of Lean Global operations, societal and governance business to private equity firm – Thoma
Network USA, Past President of Society matters. Bravo. Prior to that, he served as President
of Indian Automobile Manufacturers and of Majesco (USA entity) from 2000 until
was also the President of International Mr. Desai is widely recognised as an IT March 2019, and Chief Executive Officer
Motorcycle Manufacturers Association, industry veteran and is one of the founder of Majesco (USA entity) from July 2011 to
Geneva for the period from 2012 to members & Past Chairman of NASSCOM. October 2018.
2014. He was also providing his services He has been felicitated by Prime Minister
as the Non-Executive President of SOS Shri Narendra Modi for his contribution to
Children’s Villages of India, a Non-Profit NASSCOM & IT Industry.
Organisation providing care for parentless,
abandoned and vulnerable children. He also guides Mastek Foundation,
He continues to be associated with the whose mission is to enable “Informed
organisation as the Chairman of SOS Giving and Responsible Receiving”.He has
been conferred with the “Distinguished
Children’s Villages of India Trust.
Alumnus” Award from IIT Mumbai and
the Computer Society of India (CSI)
“Fellow of the Society” honour. He has
also been presented with the Honourable
Contributors Award by ASOCIO - the only
Indian to receive this recognition twice.
He was conferred with the much-coveted
Outstanding Entrepreneur Award at the
Asia Pacific Entrepreneurship Awards
(APEA) 2010 India.

54 Mastek Limited | Annual Report 2020-21

Priti Rao Atul Kanagat Rajeev Grover
(DIN:03352049) (DIN:06452489) (DIN:00058165)
Non-Executive & Non-Executive & Non-Executive &
Independent Director Independent Director Independent Director

Ms. Priti Rao is M.S. (Mathematics) Mr. Atul Kanagat is a B. Tech in Mr. Grover is a B. Com (Hons.) graduate
from IIT Bombay with specialization in Mechanical Engineering from Indian from Shri Ram College of Commerce,
Computer Science. She is a passionate Institute of Technology (IIT), Mumbai and University of Delhi. He is a member of
advocate of amplifying business value, an MBA from Harvard Business School, The Institute of Chartered Accountants
levaraging Technology, Human Resources Boston, Massachusetts. Mr. Kanagat of India and The Institute of Company
and Process Automation. Ms. Priti has to has nearly 3.7 decades of experience in Secretaries of India and has over 3
her credit 24 Years of diverse experience Consulting and Multinational Companies. decades of rich and diverse experience
in building and delivering range of IT across Finance, Operations, General
services for customers located across all Mr. Kanagat initially joined Hindustan Management & Business Transformation
the five continents. Lever, the Indian Subsidiary of Unilever. across Professional Services and Financial
He spent 2 years as Management Trainee Services organisations like Mercer
During her stint in various Companies doing assignments in multiple functions Consulting, Hewitt Associates (now Aon
including Companies like Infosys, L& of the Company. He then spent a year as Hewitt), eFunds Corp. (now part of FIS),
T and Dell, she played a pivotal role Materials Manager for Hindustan Lever’s GE Capital International Services (now
in supporting IT teams and built large Calcutta Manufacturing complex. Genpact) and American Express.
remote infrastructure service business,
delivering software services and managing After completing his MBA at Harvard in He has been one of the pioneers of the
large scale recruitment, training and 1982, Mr. Kanagat joined Mc Kinsey & Business Process Outsourcing industry
assimilating large employee base. Ms. Company in Chicago. He was elected as in India and has led the setup for three
Priti is inclined towards a leadership Partner in 1988, Director in 1994 and organisations in the country. In his last
skill that requires both knowledge and thereafter Managing Director of their role at Mercer Consulting, he served as
vision of technology with the ability Seattle office in the period 1995 to 2003. the Global Head of Operations wherein
to envisage how technology might Mr. Kanagat has been a Member of the he was responsible for driving Operational
affect organizational dynamics to help Boards of Seattle Symphony, Fred Hutch excellence across multiple lines of
organisations accelerate technology Cancer Research Centre and Greater business represented by over 9,000
adoption. Seattle Chamber of Commerce, Liberty employees across 25 countries including
Science Centre in Jersey City. Mr. Kanagat shared service centers spread across India,
Ms. Priti has been recently appointed on has also worked for Harman International Poland, Portugal, China & Ireland.
the Board of Union Bank of India and as Vice President - Strategy & Mergers &
is also a director in few other Private Acquisition. He is a Founder Director of ExempServ
Companies having business related to Professional Services Private Limited,
technology services and products. which provides value-added financial
Ms. Priti is also actively engaged in various reporting, compliance and allied services
CSR activities with a mission and objective to social sector organisations. He is also a
to provide financial assistance, special Non-Executive Treasurer of SOS Children’s
coaching, counselling, other requisite Villages of India, which is one of the
support to deserving bright young girls largest self-implementing independent
from disadvantaged background to enable non-governmental social development
them to grow into empowered, confident organisation focused on Children’s
professionals with strong values. development.

55
Stakeholder’s trust and confidence in our Company
is a direct reflection on the Company’s financial and
operational strength. Their interest is key part of
corporate governance at Mastek.

Driven by these principles is the framework that

Mastek’s Board and Committee’s follow to ensure
Company is ethical, follows highest level of corporate
governance, is transparent and is responsible to its
shareholders.

56 Mastek Limited | Annual Report 2020-21

CORPORATE INFORMATION

Board of Directors Stakeholders Registrar and

S. Sandilya Relationship Committee Share Transfer Agent
Chairman (Non-Executive) & S. Sandilya Chairman KFin Technologies Private Limited
Independent Director Ashank Desai Member Selenium Tower B, Plot 31 & 32,
Financial District, Nanakramguda,
Atul Kanagat Member
Sudhakar Ram (Late) Serilingampally Mandal,
Vice - Chairman & Managing Director Hyderabad - 500 032, Telangana.
Corporate Social Email Id : einward.ris@kfintech.com
(up to November 08, 2020)
Responsibility Committee Website : www.kfintech.com
Priti Rao Chairperson Toll free number : 1-800-309-4001
Ashank Desai
Vice - Chairman & Managing Director Ashank Desai Member
Corporate Identification
(w.e.f. November 08, 2020) Rajeev Grover* Member Number (CIN)
*Appointed as a Member w.e.f.
Ketan Mehta L74140GJ1982PLC005215
February 01, 2021
Non - Executive &
Non - Independent Director Risk Management &
(Additional Director w.e.f.
December 29, 2020)
Governance Committee
(Renamed w.e.f. April 2021)

Priti Rao Ashank Desai Chairman

Non-Executive & Priti Rao Member
Independent Director Rajeev Grover Member
Atul Kanagat 39TH ANNUAL
Global Chief Financial Officer
Non-Executive & GENERAL MEETING
Independent Director Arun Agarwal (w.e.f. May 31, 2021)
Day and Date: Tuesday,
Rajeev Grover Company Secretary September 28, 2021
Non-Executive & Dinesh Kalani Time: 5.00 P.M. IST
Independent Director Mode: Through Video
Statutory Auditors Conferencing / Other Audio Visual
Walker Chandiok & Co. LLP Means Facility
Audit Committee Chartered Accountants
S. Sandilya Chairman (Firm Registration No. 001076N/
Ashank Desai Member N500013)
Ketan Mehta* Member
Bankers
Priti Rao Member
Citibank N.A.
Atul Kanagat Member
ICICI Bank Limited
Rajeev Grover Member
Standard Chartered Bank
*Appointed as a Member w.e.f.
February 01, 2021 HDFC Bank Limited

Nomination and Registered Office

Remuneration Committee
804 / 805, President House, Opp.
Atul Kanagat Chairman C N Vidyalaya, Near Ambawadi Circle,
S. Sandilya Member Ahmedabad - 380 006 Gujarat, India
Ketan Mehta* Member Phone: +91-79-2656-4337
E-mail: investor_grievances@mastek.com
Rajeev Grover Member Website: www.mastek.com
*Appointed as a Member w.e.f.
February 01, 2021 Corporate Office
#106, SDF IV,
Seepz, Andheri (East),
Mumbai - 400 096, India
Tel: +91-22-6722-4200

57
58 Mastek Limited | Annual Report 2020-21
A Resilient Future: Driven by
Humane@Work

Management Discussion & Analysis

59
Management Discussion & Analysis

Management
Discussion & Analysis
According to OECD Economic Outlook March
2021 report, the global economy contracted
by (-)3.4% in 2020 and is forecasted to
expand by 5.6% in 2021 and moderate at
4.0% in 2022.

A summer Bounce back should result in a W- shaped recovery

UK GDP Actual Forecast and Trend (Index Q4 2019-100)

105
Trend
100
Forecast
95

90

85

80

75
Actual

70
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

16 016 016 016 017 017 017 017 018 018 018 018 019 019 019 019 020 020 020 020 021 021 021 021
20 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2

Source : Office for National Statistics Deloitte forecast

60 Mastek Limited | Annual Report 2020-21

Global Economic Overview
The Financial Year 2020-21 will be remembered
as a year of challenges in human history. The
COVID-19 pandemic impacted the economy,
governments, and societies in which we live,
resulting in an ongoing global public health crisis.
With vaccine rollouts and additional fiscal stimulus
support, the prospects for an eventual path out of
the crisis have strengthened but still uncertain.

According to OECD Economic Outlook March 2021

report, the global economy contracted by (-)3.4%
in 2020 and is forecasted to expand by 5.6% in
2021 and moderate at 4.0% in 2022. In advanced
economies, the initial contraction was less severe
than expected, but a significant resurgence of
COVID-19 cases has stifled the ensuing recovery.
The given projections assume that economies will
benefit from effective public health policies, faster
vaccine rollouts and strong policy support.

Speedier vaccine rollout in all countries is expected

to allow restrictions to be lifted sooner, boosting
confidence and spending. In contrast, slow vaccine
rollout and a surge of new virus mutations resistant
to existing vaccines will result in a weaker recovery,
further job losses, and more business failures. With
the current situation, the topmost policy priority is
to ensure that all resources necessary are used to
rapidly develop and distribute vaccines worldwide,
saving lives, preserving incomes, and limiting the
adverse impact of containment measures on well-
being.

Experts opine that fiscal policy support should

depend on the state of the economy and the
pace of vaccinations, with new policy measures
implemented quickly and fully, if necessary. The
current accommodative monetary policy stance
should be retained, with macroprudential policies
deployed, where appropriate, to ensure financial
stability and allow temporary overshooting of
headline inflation provided underlying price
pressures remain well contained. Enhanced
structural reforms are needed worldwide to
increase opportunities, enhance economic
dynamism, and promote a strong, long-term, and
inclusive recovery.

61
Management Discussion & Analysis

United Kingdom United States Economic Overview

Economic Overview According to the Federal Reserve’s release of
The United Kingdom (UK) economy had a topsy- March 2021, the US economy in 2020 contracted
turvy year in 2020. After the deepest economic by (-)3.5% and is projected to rebound by 6.5%
downturn on record, a strong rebound was cut in 2021, 3.3% in 2022, and 2.2% in 2023.
short by a surge in COVID-19 cases. A remarkable upturn is expected for 2021
The UK economy was struck by two consecutive compared to the forecasts made in December
waves of the pandemic in 2020. The second wave 2020, driven by rapid vaccination rollouts
with a more contagious strain of virus resulted in and a strong fiscal stimulus of US$ 1.9 trillion
rapid increase in new cases and hospitalisations, announced in the month of March 2021. The
prompting the government to implement projected 6.5% economic growth is the largest
nationwide lockdowns in November 2020. While annual jump since 1984. The economic growth
the lockdown prevented the spread of new cases, outlook highly depends on the course of the
it is expected that travel restrictions would stay in virus and the measures undertaken to control its
place until early spring, by when the government spread. The decline in the number of new cases,
intends to have vaccinated the most vulnerable hospitalisations, and ongoing vaccinations provides
and eased pressure on the National Health hope of returning to more normal conditions later
Service (NHS). this year.

As per OECD Economic Outlook March 2021 As per the Federal Reserve release, the retail
report, the United Kingdom (UK) economy inflation is projected to be at 2.4% for 2021 from
contracted by (-)9.9% in 2020 and is projected 1.8% in December 2020, 2% for 2022 and 2.1%
to rebound at 5.1% in 2021 and 4.7% in 2022. in 2023. The rise in inflation in the coming months
The growth is expected to bounce back in the will be temporary and backed by a statistical base
summer months backed by rapid vaccination while effect. The US unemployment rate is estimated to
continued policy support would provide a path fall substantially to 4.5% in 2021, 3.9% in 2022,
out of the crisis and sustainable recovery. The and 3.5% in 2023. The rate peaked at 14.7% in
government has made swift progress in its mass April 2020 as employees lost their jobs in response
vaccination program, with 6% of the population to the pandemic.
receiving their first doses by mid of January 2021,
faster than in the United States or any other On the federal fund rate, the central bank has
European region. been guided to remain at the level of 0%-0.25%
through 2023, with the stance remaining highly
Companies are confident about the prospect of
accommodative as part of an effort to ensure the
mass vaccinations delivering a sustained pickup
economic wounds from the pandemic are fully
in activity this year. Corporates are also relieved
healed.
from the risk of a no-deal Brexit, which had been a
foremost and longstanding source of uncertainty. .

62 Mastek Limited | Annual Report 2020-21

Indian Economic Overview MENA Economic Overview
As per the World Bank’s Global Economic Prospects
According to the World Bank’s South Asia
report of January 2021, the Middle East and North
Economic Focus report of March 2021, the Indian
Africa (MENA) economy shrank by (-)5.0% in
economy contracted at (-)8.5% in FY2021 and is
2020. The sharp drop in oil prices and oil demand
estimated to strengthen by 10.1% in FY2022 and
has added to the significant disruptions caused
5.8% in FY2023. When the pandemic struck, the
by the pandemic in the region. This contraction
Indian economy was already weakening. Growth
added to the region’s already declining growth
slowed to 4.0% in FY2020 after hitting 8.3% in
and exacerbates pre-pandemic per capita income
FY2017. The slowdown was triggered by a decline
losses. As the pandemic is brought under control
in private consumption growth which was followed
and lockdown constraints are relaxed, global oil
by subsequent financial sector shocks, exacerbated
demand increases and policy support continues.
pre-existing weakness in investment.
Growth is projected to increase to a modest
The government imposed a national lockdown 2.1% in 2021 and 3.1% in 2023. A resurgence
in response to the COVID-19 outbreak, bringing of COVID-19, further disruptions related to
economic activity to a halt between April and June geopolitical tensions and political instability,
2020. Aviation and tourism, hospitality, trade, renewed downward pressure on oil prices, and
and construction were the most affected sub- additional balance of payments stress are key
sectors. Mobility restrictions also severely disrupted downside risks to the outlook.
industrial activities. Agriculture, on the other hand,
was largely unchanged.

The Reserve Bank of India (RBI) provided APAC Economic Overview

liquidity and other regulatory support (including The Asia-pacific (APAC) region witnessed a severe
forbearance measures) to mitigate the social recession in 2020 due to pandemic. According to
and economic effects of the pandemic crisis. The the S&P Global release of March 2021, the APAC
government also increased spending on health and economy contracted by (-)1.6% in 2020 and is
social security through expenditure reprioritisation expected to see a strong recovery at 7.3% in
and fiscal expansion. Nonetheless, the sharp drop 2021 and 4.9% in 2022. Some of the key factors
in productivity from April to September 2020 is underpinning the strong economic rebound are a
estimated to have had major economic and social faster-than-expected global vaccination rollout and
consequences. In the future, the key risks to upside surprises in trade and manufacturing, which
the outlook include a slowdown in the ongoing offset recent weakness in household spending.
vaccination campaign, new waves of COVID-19 Consumers are expected to drive the recovery
cases, and the materialisation of financial sector later in 2021, as gradual vaccination coverage
risks, which could compromise a recovery in private boosts confidence and supports higher spending
investment. on services, creating jobs and increasing incomes.
However, the risk for outlook continues with

63
Management Discussion & Analysis

massive new waves of COVID-19 cases sweeping levels. The expiration of JobKeeper in March 2021
several countries in the first half of 2021. could put a temporary halt to the ongoing labour-
market recovery, but the positive momentum is
Governments across the APAC region are
expected to persist, with unemployment averaging
attempting to mitigate the economic effects of the
to 6.2% in 2021 and 5.6% in 2022.
pandemic by providing significant stimulus. These
packages, which differ in size and scope, have the
potential to create opportunities for companies
in the short-term while putting pressure on Global IT Outlook
government budgets in the long run. Already doing well, the growth of the Global IT
industry further improved dramatically due to
disruption caused by COVID-19. One of the most
important consequence of the pandemic has been
Australian Economic Overview
a rapid acceleration in technology adoption at
The Australian economy entered 2021 in a much
work and home. The needs of people in lockdown,
better shape as compared to most of the other
as well as the shift by many businesses to operate
countries. According to the Fitch rating release of
virtually, accelerated this adoption. As a result, the
February 2021, the Australian economy contracted
IT industry got a significant lift driven by digital
by (-)2.8% in 2020, reflecting successful virus
transformation and experts believe those benefits
containment as well as an effective fiscal and
to continue into 2021 and beyond.
monetary response in line with a policy framework
that has underpinned the economy’s medium- The rapid increase in the need for digitalisation
term resilience to shocks. Fitch has projected the and contactless activities across the globe is
economy to grow by 3.8% in 2021 and 2.7% in the leading reason why technology-driven
2022 on the back of rapid vaccine rollout, strong businesses are now leading the way to a faster
consumption as households draw down large, global recovery. The push to go digital has been
accumulated savings as a result of government enormous in traditionally low-tech sectors during
relief initiatives. The likelihood of additional the year. To gain a competitive advantage in
and broader lockdown measures to contain any the new hybrid world, to enhance customer
resurgence of the virus keeps the outlook risks engagement and experience, enterprises are
tilted to the downside. fast-tracking their transition to digital platforms,
so that they are prepared for a never-normal
Since March 2020, the government has
world. Digitalisation and cloud migration has
implemented a large fiscal stimulus, with about
now become a CEOs priority, instead of just
AUD 251 billion (12.5% of GDP) in direct
CIOs led initiative. Every aspect of daily life has
pandemic-related economic support over five
moved online, and more than 90% of enterprises
years. Approximately AUD 175 billion of this
are revisiting their strategy plans and increasing
has already been dispersed over to December
their digital investments. Thus, creating huge
2020, with the majority of the spending coming
opportunities for Digital Transformation companies
from the government’s JobKeeper wage subsidy
such as Mastek.
programme, which has been tapered since
October 2020. The JobKeeper programme and The IT industry witnessed a strong recovery in
the economic revival seem to be supporting the latter half of 2020, with the industry growth
Australia’s labour market on its way to recovery. returning to pre-COVID-19 levels, coupled
The unemployment rate fell to 6.4% in January with good deal pipelines and healthy margins.
2021, from a peak of 7.5% in July 2020, and the Performance is backed by perception, with
participation rate has returned to pre-pandemic 67% of CEOs polled in a NASSCOM 2021 CEO

64 Mastek Limited | Annual Report 2020-21

Survey expecting India’s technology sector to rise to use technology to be more agile in the face of
significantly faster in 2021 than in 2020. The world disruption and to develop new digitally-powered
is recovering faster than predicted, with people- business models more suited to a post-pandemic
centric innovation, trust-based alliances, rapid go- new normal. Longstanding and traditional
to-market strategies, unwavering talent orientation industry structures and business models are being
and adaptability to hybrid work models, the next challenged determinedly, and the economy’s
decade will emerge as an accelerated ‘techade’, digitalisation is accelerating at a breakneck rate.
ushering in a new realm and a virtual future.
According to NASSCOM, the global IT services
.
Indian Technology: FY 2021 Revenue spend declined by 4% in 2020 to US$ 692 billion
in 2020 as the demand across all sub-segments
was badly impacted due to the pandemic. India’s IT
190 194
services revenue for FY2021 is projected to expand
45
Domestic
43 by 2.7% to US$ 99 billion; IT services export is
expected to mark US$ 80 billion. The main factor
driving growth is increased demand for digital
transformation and infrastructure modernisation,
Exports
both across global and domestic markets.
147 54 150 57
Acquisitions and partnerships will continue to
FY2020 FY2020E remain key strategies for expanding digital and
Source: NASSCOM Stategic Reveiw 2021 eCommerce domain capabilities and expansion across markets
and customers.

According to NASSCOM’s Strategic Review 2021

As per Gartner’s release in April 2021, global IT
report, India’s technology industry is projected
spending is projected to grow by 8.4% to US$
to expand by 2.3% to US$ 194 billion in FY2021
4.1 trillion in 2021 and increase by 5.5% in 2022.
(excl. eCommerce) and can touch US$ 300-US$
The IT services spending is estimated to expand by
350 billion in revenues by FY2025 on the back of
9.0% in 2021. The maximum growth is projected
growing demand for emerging technologies such
to come from Devices at 14% and Enterprise
as Cloud, AI/ML, CX, IoT and many others. The IT
Software at 10.8% as organisations shift their
Exports are projected to expand by 1.9% to US$
attention to offer a more secure, innovative,
150 billion, while the domestic technology sector is
and productive environment for their workforce.
expected to do better, with year-over-year growth
Though cost optimisation efforts will not disappear
of 3.4% (US$ 45 billion). E-commerce is expected
simply because there is more economic certainty
to reach US$57 billion, with e-Tail accounting for
in 2021, the focus for CIOs over the remaining
nearly entire growth.
year will be finishing the digital business plans
that are intended at enhancing, expanding, and
IT Service Industry transforming the Company’s value proposition.
Every year, technology-enabled innovations seem
In 2020, IT spending took the form of a knee-
to appear at a faster and faster rate. However,
jerk reaction to enable a remote workforce in a
the pandemic has speeded up the technology in
matter of weeks. However, now with the hybrid
unprecedented ways this year. In particular, the
work model, CIOs will focus on spending that
IT services industry is witnessing robust demand
enables innovation, not just task completion.
for shifting from on-premises setups to cloud
Revival across regions, verticals and segments will
platforms. Such platforms are helping enterprises
differ substantially, triggering a K-shape economic

65
Management Discussion & Analysis

recovery. In terms of industry, Banking, Securities

and Insurance spending will nearly resemble pre-
pandemic levels during the first half of 2021, but $6.8 trillion
global spending on digital transformation (DX) is
Retail and Travel will not see the same recovery
at least till the time things return to normalcy. In projected to touch by 2023
terms of geography, Latin America is expected
to recover by 2024, while China has already spending on digital transformation (DX) is
surpassed 2019 IT spending levels. North America projected to touch US$ 6.8 trillion by 2023.
and Western Europe, are likely to recover by the Enterprises that had already adopted digital
end of 2021. transformations and software-defined networking
(SDN) were better able to pivot their resources
In short, the IT industry was one of those industries during the pandemic. The direct investment in
which did not slow down due to the pandemic. digital transformation is expected to grow at a
In fact, it shifted into elevated gear to contain CAGR of 15.5% globally between 2020 and 2023,
the abrupt demand for remote working and while non-DX IT investment is forecasted to shrink
collaboration solutions as most of the enterprises at a CAGR of (-)1.4% over the same period. The
wanted to move on digital channels at the earliest increased momentum of digital transformations
to reduce shocks. The pandemic acted as a litmus by enterprises is a windfall creating huge
test for the IT industry with the willingness to opportunities for service providers, system
maintain corporate stability, assist remote staff integrators and vendors.
and deliver high-quality service experience to
customers. Amid digital transformation, the cloud has
emerged as an enticing option in recent years.
Digital Transformation It offers many advantages that legacy systems
struggle to match with, ranging from limited or no
The world is moving rapidly towards a digital
on-prem server maintenance to faster deployment
economy in today’s post-pandemic world. Shifting
times and reduced infrastructure complexity. This
from traditional to modern digitalised business
ongoing migration to the cloud is led by digitally
models allows more technologically advanced
transforming enterprises, with almost 70% of
products and services to be introduced. Digital
organisations aiming to digitally transform their
transformation and cloud migration assists
organisation if they haven’t already.
enterprises in enhancing their brand’s reputation,
customer experience and customer retention Despite all the challenges COVID-19 had created
ratios. to professional, personal, and community life,
it also created business opportunities. Since
For the last ten years, digital transformation has
technology improves efficiency and productivity
moved at a moderate pace, with an emphasis
when used properly, the outbreak also provided
on improving products, processes, employee
opportunities for companies to operate on
experience and reap cost efficiencies. Then
their Digital Experience Platforms (DXP). Thus,
COVID-19 arrived, which forced IT decision-
digital transformation solutions will assist teams
makers to refocus their IT initiatives and increase
in learning to collaborate, and enterprises can
digital investments. The demand for digitalisation
understand that they can operate efficiently
has changed radically, with every industry being
without having people in the workplace. This
impacted by significant changes in customer
situation is expected to propel the growth of the
behaviour.
digital transformation market in the coming years.
According to the International Data Corporation Mastek is in a great position to take advantage
(IDC) release of December 2020, the global of this opportunity and be one of the leading
providers of agile digital transformation solutions.

66 Mastek Limited | Annual Report 2020-21

Company Overview Company was recognised for winning three ‘Oracle
Partner of the Year’ Awards at Oracle OpenWorld
Mastek is an enterprise digital transformation
2019 and the ‘Dream Employer of the Year’ award
specialist that engineers excellence for customers
from World HRD in 2019.
in UK & Europe, US, Middle East, Asia Pacific
and India. It enables large-scale business change Today, Mastek is well poised to be among the
programmes through its service offerings, which top providers of agile digital transformation
include Application Development, Oracle ERP solutions and a significant player within the digital
implementation & Cloud Migration, Digital transformation space in multiple verticals. The
Commerce, Application Support & Maintenance, Company is also well positioned to extend its peer
BI & Analytics, Assurance & Testing and Agile position as a leading Oracle Cloud implementation
Consulting. Whether its creating new applications, and consultancy company.
modernising existing ones or recovering failing
projects, Mastek helps enterprises to navigate the Our Key Strengths
digital landscape and stay competitive. With digital 1. Flexible Delivery Model: The Company
solutions constituting major part of the business has multiple development centers in India and
offerings, Mastek is emerging as one of the leaders
overseas. This allows us to offer our clients flexible
in the Enterprise Digital Transformation journey.
delivery models including a combination of
Through the acquisition of Evosys, Mastek has offshore based, onsite-offshore and near onshore
expanded its reach and technology offerings to models. This approach can optimize our offerings
cover wide spectrum of services. Today, it has also to be more economical, have faster turnaround
become a leading Oracle Cloud implementation time, benefit from having a wider set of skills, and
and consultancy company, serving 1,000+ Oracle be appropriate for optimal long-term arrangements
Cloud customers across 30+ countries. An Oracle for our clients.
Platinum partner, Mastek is in the position to
provide solution offerings such as Oracle HCM 2. A leading Oracle Solution Provider: Market
Cloud, Oracle ERP Cloud, Oracle SCM Cloud, data suggests that circa US$20+ Billion in services
Oracle CX, Oracle EPM Cloud, PaaS solutions revenue is generated around Oracle licenses
(including custom-built solutions), AI, IoT and annually. This is concentrated with larger players
machine learning. The Company’s diverse customer who offer integrated service and outcome to
portfolio consisting of Government, Healthcare, the customers. Armed with the Oracle platform
Finance, Logistics, Manufacturing & Distribution implementation and digital transformation
organisations, is a testimony to the expertise and capabilities, Mastek can reposition itself as a New-
leadership in Oracle Cloud implementation. The Gen company to tap into this huge market.

67
Management Discussion & Analysis

3. Strong End-To-End Business Solutions: 7. Top Quality Assurance Philosophy: At

To deliver digital change to our customers, our Mastek, our goal is to always provide the highest
services span across end-to-end technology quality to the customers and to create a product
change process from inception to going live. The or service that is flawlessly compatible with
Company offers an ideal opportunity for customers requirements and expectations. Our strong and
to accelerate their digital advantage and extract matured practices around Quality Assurance have
more value from all their digital assets: current, processes and checkpoints in place to ensure that
legacy and future. To reach this outcome, Mastek the software delivered is of high quality.
offers a wide range of consultancy services and
8. Strategic Associations: Technology transforms
provides comprehensive end-to-end business
the way business is done, from strategy
services in IT services, software-based services and
through to delivery. Organizations are using
business consulting. This allows the Company to
new and emerging technologies to maintain
offer clients outcome based strategic solutions for
competitive advantage and succeed in their digital
business transformation and take up wider gamut
transformation journeys. To help them navigate
of responsibilities that sizeable mandates require.
this continued disruption, Mastek has partnered
Mastek’s wider range of capabilities allows it to
with a strong network of alliances including some
effectively win against competitors much larger in
of the world’s leading technology, software,
size, giving it much greater latitude to win larger
and services companies. Mastek, along with our
mandates.
alliances, offer global reach and combined abilities
4. Strong Cloud and SaaS model: With the to help solve the most pressing technology-based
acquisition of Evosys, Mastek is now an Oracle challenges for our clients.
Platinum with more than 1,000 Oracle Cloud
9. Technology research and innovation:
customers across over 30 countries. With an
Research and Development is very vital to
exclusive focus on Oracle Cloud implementation
Mastek and its future sustainability. The more
and consultancy, the Company can provide a
we do research before developing the future
gamut of solution offerings such as Oracle HCM
services, tools and methodology, it marks our
Cloud, Oracle ERP Cloud, Oracle SCM Cloud,
outcome based commitment far more credible
Oracle CX, Oracle EPM Cloud, PaaS solutions
and profitable. At Mastek, we have a dedicated
(including custom-built solutions), AI, IoT and
practice focused on helping our clients to achieve
machine learning.
exponential innovation to shape disruption for
5. Business-First Approach: Value doesn’t strategic advantage.
come from surveying the market to find the right
.
solution. It comes from adopting the solution COVID-19 Impact
properly and boosting productivity as a result. Our In 2020, the worldwide economy was impacted by
in-house highly skilled specialists take a “business- the unprecedented crisis caused by the COVID-19
first approach” to enable our strong sense of pandemic. Beginning as a minor public health
digital transformation knowledge and provide issue in a single location, it soon escalated into a
transformational software solutions to solve key global health emergency, followed by a social and
business operations efficiency problems. economic disaster. Although the full impact of this
historic event may take many years to manifest, it
6. Wide Geographical Presence: Over three is unavoidable that its repercussions will be felt for
decades, Mastek has built a strong presence in decades to come.
the UK, Europe, US, APAC, Middle East, and India.
Although some sectors such as Retail, Travel,
This provides the Company access to a large global
and Hospitality have been adversely affected,
addressable market to grow from.
cloud migration and digital services witnessed
68 Mastek Limited | Annual Report 2020-21
increased demand and acceleration. Sectors are to develop from Q2 as restrictions on activities are
recalibrating their technology budgets to better progressively eased in line with the Government’s
serve their customers. One such example is the road map, supported by the ongoing roll-out
retail sector’s investments in BOPIS (Buy Online, of COVID-19 vaccines. Consumers are expected
Pick-up In-Store) technologies, which enable to play a leading role in the recovery as their
consumers to shop more conveniently. Similarly, purchasing power is buoyed by recent remarkably
in the financial services industry, more focus is high household saving ratios. After an extended
being placed on app-based disbursement and, period of weakness, business investment is
as a result, the technology supporting it is being expected to gain momentum over the course of
strengthened. The Government and Healthcare the year as companies grow more confident in the
sectors are continuing their demand curve to drive economy. Business investment in both 2021 and
efficiency and do-more-with-same-$$ approach. 2022 should be supported by the tax incentive to
Intelligent Automation and RPA investments, cloud invest. The Office for Budget Responsibility (OBR)
transformation, and legacy system remediation are latest forecast predicted that the UK’s economy
some of the themes actively seen in conversations will return to pre-COVID-19 levels by the middle
and strategies. Mastek group of companies have of 2022, significantly faster their previous forecast
had an influence across geographies and verticals, from November 2020.
although to varying degrees. Further, with the
second wave seen in starting 2021, the pandemic Meanwhile, in the USA, consumers are shaking
is continuing to have its impact on people’s lives off the pandemic blues as 2021 began, putting
and economies. stimulus checks to buying cars and other goods
and therefore, helping set the stage for what
Fast forward to April 2021, the vaccination could be the fastest economic growth in decades.
programme within the UK continues at pace. As more vaccinations are delivered and Covid-19
Lockdown restrictions are easing and the economy related business restrictions are eased, better
has proven to be more resilient than ever expected. weather together with savings accumulated during
Fiscal policy stayed orientated in the near term a long year of lockdowns, and a desire to make up
to supporting the economy, with the Chancellor for forced inactivity, are making Americans eager
announcing a fiscal loosening of £65b over the to go out and spend. It is anticipated that total
next two fiscal years in March’s Budget. This economic output should return to pre-pandemic
included extending the job furlough scheme to levels by Q3 of CY2021. Experts widely estimate
the end of September and a tax incentive scheme that the economy will expand by around 3 percent
for companies investing in 2021/22 and 2022/23. in the second quarter, or about 13 percent on
Following an estimated contraction of just over an annual basis. For the year 2021, they expect
1% in Q1 2021, one can expect decent recovery growth of 7.5 percent.

69
Management Discussion & Analysis

70 Mastek Limited | Annual Report 2020-21

 Worldwide ICT Spending 20182023 (Million Constant Currency)
Hardware Software Services Telecom New Technologies

7000000

6000000

5000000

4000000

3000000

2000000

1000000

0
FY2018 FY2019 FY2020 FY2021 FY2022 FY2023

ICT Spending Forecast Digital Transformation & Cloud

According to IDC, following a year of flat growth
Migration Services
in 2020 due to the pandemic, ICT spending will Rising competitive pressures in the tech industry
be catapulted back to growth in 2021 as new are placing a premium on speed, agility, and
technologies begin to account for a larger share flexibility, with an emphasis on boosting
of the market. This acceleration is in part due automation, enabling real-time operations,
to the catalytic role that the pandemic has had. and reimagining business models. This can be
The emergence of IoT is already contributing accomplished through digital transformation,
to significant market growth, and within 5-10 embracing critical capabilities in the areas of data
years new technologies such as robotics, artificial and analytics, artificial intelligence, and edge
intelligence, and AR/VR will also expand to computing while cloud plays a differentiator.
represent over 25% of ICT spending. Interestingly, digital transformation and the
cloud are synergistic: The cloud enables digital
There is an acceleration in the digital transformation, and digital transformation fuels
transformation projects taken up by the UK public the importance of moving to the cloud.
sector to bring in efficiency and productivity
whilst servicing its customers. Moving away from The ongoing outbreak of COVID-19 across
the traditional legacy projects, there is increasing the world has created massive restrictions on
implementation of digital projects, platform-based businesses operating with on-premise IT systems.
services and cybersecurity-related software and Hence, many of these organization has rapidly
services. chosen to migrate to the cloud. According to
Mordor Intelligence , the global cloud migration
The key drivers of the IT spend are on the service services market was valued at USD 119.13 billion
quality, user experience and cost-efficiency. As in 2020 and is expected to reach USD 448.34
innovations appear in one sector, the customer billion by 2026, at a CAGR of 28.89% over the
expectations drive the adoption of these in other forecast period 2021 - 2026. Over the past decade,
sectors. Digital transformation of the business cloud computing adoption has been rising owing
is imperative for sectors such as retail, while for to increasing investments from small and medium
Financial Services and Public sector, improved enterprises. In recent years, cloud adoption
user experience also leads to increased customer stands to be a significant consideration for IT cost
satisfaction. It also leads to cost efficiency as reduction strategies and capex commitments.
customers are willing to self-serve provided the The significant reasons for migrating to the cloud
user experience is effective. are scalability, increased effectiveness, faster
implementation, mobility, and disaster recovery.

71
Management Discussion & Analysis

Cloud migration is also gaining traction for its Mastek in the United Kingdom
real-time experience, business elements, and
As per UK’s Spring Budget 2021, the government
accessibility of data. This technology also aids in
expects to spend £1.05 trillion on the public sector,
setting up several business units in minimal time.
including £407 billion to assist the country to
Our Approach to Combat COVID-19 tackle the pandemic crisis. The budget proposes a
number of initiatives aimed at the tech industry,
Pandemic
including efforts to help small businesses with
In 2020, the outbreak of COVID-19 impacted
digital transformation; investments in green
significantly across the globe and industries, having
technology and other climate change initiatives;
huge implications on businesses and people lives.
and visa changes aimed at boosting the tech
To mitigate the impact, it was time to adopt an
sector, especially fintech in 2022. With digital
integrated and sustainable approach that serves
strategies at the forefront of business plans, the
all our stakeholders. We consciously implemented
need for employees with digital skills is growing
strategic measures to safeguard our people,
and is shifting the face of the labour market.
business, stakeholders’ interest and to participate
in social welfare initiatives. According to Tech Nation’s Unlocking Global Tech
report, the UK contributed £23.3 billion in digital
We have adopted a flexible approach, devised
technology exports in 2019 and is estimated to
our action plans centred on the identified factors
grow to £31.5 billion, an increase of ~£8 billion
and aligned them to our immediate goals. This
by 2025, as high-growth tech start-ups flourish
has enabled the rapid transition of our workforce,
post-pandemic and post-Brexit. The country is
allowing Masketeers to successfully deliver
now the world’s fifth-largest digital exporter after
complex technology solutions from home.
India, the United States, China and Germany.
Mastek unequivocally supports the world It also has the third-highest number of UK tech
community in its efforts to contain the COVID-19 unicorns and the most in Europe. UK digital tech
pandemic and has adopted COVID-19 national/ services include software services, telecoms, online
local advisories in its global day-to-day operations. retail, tech consultancy, e-commerce sales and
At Mastek, we are navigating all possible solutions cybersecurity. In 2020, the UK tech companies
to ensure a safe and efficient working environment witnessed a record level of VC investment, despite
for our people and our clients. In particular, the backdrop of the global pandemic. Investment
Mastek has played an important role at the touched US$15 billion, US$ 200 Million more than
Department of Health and Social Care, for whom in 2019. This places the UK third highest globally,
we are delivering and running the Halo Platform behind the US ($144.3bn) and China ($44.6bn).
which provides advanced cloud services for all of The UK IT sector continues to remain dynamic in
the COVID-19 Test & Trace technology services. adopting technology to impact business, public
services and society and is at the forefront of many
Over the years, we have accumulated vast innovations.
experience helping enterprises with their digital
services journey and building efficient business The UK’s technology sector remained resilient
operation platforms. This experience, added with to the pandemic effects. Brexit has now taken
Mastek’s digital infrastructure, extremely agile place and the fact that the UK will continue
workforce and flexible culture, ensures that we to participate in Europe’s flagship €85 billion
continue to achieve positive outcomes even in the scientific/medical research programme as a part
current global scenario and cater to our customers of the deal is a huge advantage for the digital
with the same efficiency as before. technology sector.

72 Mastek Limited | Annual Report 2020-21

 UK Public Sector Spending 2021-22
Source: Office for Budget Responsibility & HM Treasury calculations.

Personal Social Services £40 billion

5% Industry, agriculture and
employment £70 billion
9%
Public order and Safety £41 billion
5%

Debt Interest £45 billion

6%

Transport £51 billion

7% Health £230 billion
31%

Other (Including EU transactions)

£57 billion
8%

Housing & Environment £33 bilion

4%

Education £124 billion

Defence £60 billion 17%
8%

Key growth drivers − SD-WAN capabilities - An SD-WAN (Software-

Defined Wide Area Network) solution is the next
Last year, to adjust to the increased demand generation of WAN technology. It is an overlay
and a new way of operating due to pandemic, to an existing network providing full control and
visibility irrespective of where the traffic originates.
the public sector had to rapidly implement the
To support cloud capabilities and the rising demand
newer technologies. During this unprecedented in-service requirements, the UK public sector is
time, remote working technology, upgraded IT increasingly implementing SD-WAN as a connectivity
infrastructures and cybersecurity solutions all solution. Increased data use and cloud-based
applications can all overwhelm a WAN, resulting in
contributed to the successful delivery of public
substantial downtime if the solution is not properly
sector services. Now as companies look forward implemented.
to 2021, they will focus on improving their
− Digital Citizen - Any digital transformation in the
technology strategies to ensure optimal, long-term UK public sector in 2021 is expected to be done
success. Following are some of the key growth with the digital citizen in mind. People have become
drivers in 2021 - accustomed to using technology devices such as cell
phones, tablets, and computers to access information
− Cloud Platforms - In 2021, updating legacy IT as a result of the convergence of new technology
systems and implementing cloud services would be and the tech-savvy consumer. Due to the COVID-19
at the forefront of any digital transformation agenda. lockdown, this became even more apparent in 2020,
This is because, according to the UK government’s with appointments and meetings being scheduled
Cloud First Policy, organisations should evaluate virtually.
cloud solutions first before considering any other − Cybersecurity - Cybersecurity will remain a top
alternatives across IaaS, PaaS and SaaS. Cloud- priority for many IT executives in 2021. Threat actors
based digital infrastructure enables an organisation’s will continue to target business systems, adapting
applications and data to be hosted in a public, their tactics to take advantage of disruption and
private, community or hybrid cloud platform. transition. For instance, since the start of COVID-19,
It enables companies to digitise their processes 92% of UK organisations have said they have seen a
and making it easier for employees to access rise in cyberattacks. Cyber criminals’ targeting tactics
the Company’s server and internal records from are becoming more sophisticated, and employees
anywhere. who work from home are more vulnerable to security
threats.

73
Management Discussion & Analysis

As Europe’s most mature tech ecosystem, the The UK has always been a strong defender of the
UK is an extremely vital hub of talent, innovation importance of reducing trade impediments, and as
and capital for the entire continent. The UK is one of the largest digital economies, it has a great
well-positioned to capitalise on the wave from opportunity to shape the rules of the economy in
the next generation of technology which will be the digital tech market.
characterised by deep technologies such as AI,
Cloud and Blockchain. Business update
Mastek is registered on the UK public sector
Risks faced by UK IT sector frameworks such as G-Cloud and Digital Outcomes
The coming year could be a challenging one for and Specialist (DOS). These are new and easier
the UK IT sector as a bundle of new regulations routes to market, adopted by the government
is set to take effect, as they adjust to post- for all digital transformation programmes.
Brexit rules on data protection. Additionally, for Through these frameworks, we continue to
businesses across the industry, the pandemic has serve major departments in delivering critical
created innumerable challenges. Focusing on the national infrastructure projects such as Home
IT sector, cash flow disruption and abrupt spikes Office Biometrics, Immigration Platform and
in demand have been among the most prevalent the National Health Service’s 24x7x365 Care
difficulties. Organisations are finding new ways Identity System. Services including Application
to effectively reshape the industry and tackle the Development, DevOps, and Data Services continues
our long heritage of implementing successful
challenges precisely.
transformational IT. In particular, we continued
The pandemic has accelerated digitisation, to serve our key existing customers such as the
e-commerce adoption, and a transition to remote Ministry of Defence, multiple NHS departments and
working, however, it is unclear to what extent further added new customers to this prestigious
these shifts will be lasting or how profoundly they list. At the Department of Health and Social Care,
will affect various sectors of the economy. The we are delivering and running the Halo Platform
recovery will not be linear or consistent, and the which provides advanced cloud services for all of
paths of various economic sectors and businesses the COVID-19 Test & Trace technology services.
could diverge dramatically. While companies in For HMRC, we were commissioned to deliver
every country are dealing with the challenges of service management and support for their Customs
the pandemic, those in the UK are also adjusting Declaration Service at UK Borders, a complex
to the nation’s new trade partnership with the EU. programme supporting the Brexit change.

74 Mastek Limited | Annual Report 2020-21

In the retail sector, we continue to serve years), enabling access to digital services across
our marquee customers across service lines NHS England. Our innovation was at its most fast
encompassing Application Development, BI & paced here, using Process Automation to reduce
Consulting to Testing and Maintenance. Repeat days of manual work to minutes in the delivery and
business continues to be a strong pillar supporting ordering of PPE (Personal Protection Equipment),
annual growth. We will continue to build on a and by using advanced analytics delivered as self-
strong foundation bringing new services to this service views on the mobile device, to manage
sector in the coming year. Accident & Emergency (A&E) frontline utilisation,
during peak pandemic impact periods.
Our private sector customers across Retail and
Financial services, witnessed business challenges Our go to market strategy also entails our pursuit
as Covid hit the geography and consequently, to acquire new non-retail-based logos that feature
our work went through early compression driven in the fortune 500; cross-sell into existing Mastek
by knee jerk reaction to cut discretionary spend, and Evosys clients; and co-sell jointly to acquire
as every organization started revisiting their new logos. Through this approach, we expect
business model. As Covid normalizes, we have our average deal size to get bigger, with even
already started seeing reversal of those ramp longer tenures. Today, with increasing scope of
downs, driven by digital technologies and IT winning combinatorial development, Mastek can
modernizations. offer strong managed services propositions, in
which we can offer full spectrum of managed
Our public sector business in the UK for FY2021 services encompassing digital commerce, digital
posed some interesting operational challenges, transformation services, and cloud solutions and
given the fact that much of the work that we do is services.
with the public sector and in which data security is
paramount. We were successfully able to convince On October 20, 2020, Mastek (UK) Limited,
these clients to agree to have the mandate a wholly-owned subsidiary of the Company,
implemented for a work-from-home environment. which was holding 20,18,192 stocks in Majesco
(USA) tendered its entire stake with the Acquirer
With Brexit concluded, and Boris Johnson in with of Majesco (USA) for cash and received the
a majority, the British bureaucrats began getting consideration aggregating to US$32.30 Million.
down to serious business and making decisions. Mastek (UK) Limited will utilise the amount to drive
For FY2021, our public sector business grew its growth strategy and reduce its borrowings.
by 38% year on year. We landed new logos,
and expanded our scope of work into existing Mastek derives 67.4% of its group operating
customers. The twin pillars of our strategy for revenue from the UK. The clarity on Brexit led
deepening our relationships, as well as expanding to good traction in public sector deals. The
the customer base, bode well for the company. private sector continues to witness traction in
We signed our first £25 million deal with one of emerging technologies and digital transformation.
our existing customers. This is a three-year deal Lockdowns and continued work from home
with an option to move it to 5+ years under an model due to pandemic have opened up huge
extension clause. Our order booking from the UK opportunities for transformational deals and more
region in FY2021 grew by almost 88% year-on- offshore work for Mastek.
year.
The UK operations contributed ` 116,089 lakhs in
In Health, our 15 year journey in implementing total operating revenue for the year FY 2020-21
national services was recognised by our place reflecting growth of 50.3% Year on year.
as one of the preferred vendor in the Digital
Capability for Health framework (£800m over 4

75
Management Discussion & Analysis

Mastek in the United States light of COVID-19, data will continue to play an
important role in this endeavour.
The US remains the world’s largest technology
market, providing enormous growth opportunities The self-imposed social distancing to prevent
for IT companies with solution capabilities. contagion, combined with stringent confinement
measures implemented across the globe, has
While slowing economic activity, COVID-19 led
effectively placed a significant share of brick-and-
to a surge in e-commerce and accelerated digital
mortar retail on hold, at least temporarily. In the
transformation. The crisis has changed the face
US, retail and food services sales in the first half
of customer experiences while provoking intense
of 2020 dropped by 7.7% as compared to the
shifts in consumer spending patterns, economic
same period in 2019. However, grocery stores and
confidence and trust. Even when pandemic
non-store retailers (mostly e-commerce providers)
subsides, 80% of customers are expected to
saw sales rise by 16% and 14.8%, respectively, as
adopt permanent behavioural swings to digital-
per the OECD report. With last year’s rapid shifts,
first engagement. According to 451 Research’s
2021 will be all about finding new ways to fulfil
Global Unified Commerce Forecast, the pandemic’s
changing behaviour/ preferences of customers and
effect on consumer spending behaviour helped
sustain growth with innovative strategies to stand
push global e-commerce transaction volume over
out.
$4 trillion in 2020 and is on track to surpass $5
trillion in 2021, which is a 22% improvement over Digital transformation in the retail
the previous year. Cloud computing, application
sector of the US
architecture, Artificial Intelligence (AI), Machine
Learning (ML), Automation, Internet of things (IoT) In 2020, the pandemic has highlighted the need to
and Blockchain are expected to act as catalysts transform traditional retail industry approaches of
for these digital transformations, resulting in new doing business. It has forced retailers to reconsider
experiences based on convenience, context and and turn their models digitally. Those who already
control. As we transition to a digital-first era in migrated to digital and omnichannel platforms or
are in the process of doing so could meet the

76 Mastek Limited | Annual Report 2020-21

 US Retail Landscape in 2020
Year over Year comparison 2019 2020 in $Billions

Ecommerce Sales Total Retail sales Web Penetration

6.9%
$4,040
44.0% $3,780

15.8% 23.3%

$598 $861 2019 2020

2019 2020

2019 2020

Source Digital Commerce 360. US Commerce Department

increasing demand for services such as online fiscal stimulus package of US$ 1.9 trillion would
ordering, delivery, pickup, curbside, and more. provide an additional lift to consumer spending in
Organisations that had not yet embarked on a 2021.
digital transformation journey either need to act
Despite the ongoing health and economic
quickly or risk failing.
challenges posed by the pandemic, NFR is
confident that healthy consumer fundamentals,
Historical change in retail sales
pent-up demand and widespread distribution
NRF 2021
Forecast of the vaccine will generate increased economic
8.2% growth, retail sales and consumer spending.

6.7% As per Statista.com, US transaction value in the

6.5% Digital Commerce segment is expected to touch
5.0%
4.3% 4.4% US$ 804,664 million in 2021 and witness a CAGR
3.7% 3.9%
3.5% growth of 7.9% from 2021 to 2025, resulting in a
3.9%
3.1% 3.1% 3.1%
total amount of US$ 1,092,295 million by 2025.

Additionally, in the Digital Commerce segment, the

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Source: NRF based on US Census Bureau data. number of users is projected to expand to 291.2
*Reflects Feb 17, 2021 U.S. Census revisions
million users by 2025. The average transaction
value per user in the Digital Commerce segment is
The US retail sales witnessed a historic shift in estimated to be at US$ 3,059.5 in 2021.
2020. According to the National Retail Federation The retail industry is still undergoing a digital
(NRF) report on March 2021, the US retail sales transformation, as demonstrated by the fact that
grew by 6.7% in 2020 over 2019 to US$ 4.06 in 2019 nearly 9,832 US physical stores closed,
trillion and is expected to increase in the range of and there were 8,741 closures in 2020. Last year,
6.5% to 8.2% to reach US$ 4.33 trillion in 2021 as 17 national retailers filed for bankruptcy, including
more individuals get vaccinated and the economy well-known chains such as Lord & Taylor, J. Crew,
reopens. Online and other non-store sales grew JCPenney Neiman Marcus and Guitar Center, as
to 21.9% at US$ 969.4 billion and are projected per Coresight research. In 2020, retailers faced
to grow in the range of 18% to 23% in 2021 as tougher challenges, as the COVID-19 outbreak
consumers shifted to e-commerce. The US’s recent triggered most US retail to shut temporarily,

77
Management Discussion & Analysis

keeping customers away and pushing retailers to

negotiate with landlords and suppliers to tackle
unanticipated inventory and liquidity problems.
The pandemic year has brought a procession
of headline-making Chapter 11 filings, with
historic department stores at the front. Although
bankruptcy does not inherently mean the closure
of business, it is more a financial restructuring,
it does indicate signs of changes to come in the
near future. More stores are expected to close as
online shopping continues to replace purchases at
physical stores.

Pandemic has sped up the transition to digital

shopping by 5 years. The year 2020 saw an
increase in a variety of fulfilment options, and that
trend is expected to continue in 2021 and beyond.
From the growth of Buy Online, Pickup In-Store
(BOPIS), to the rapid adoption of curbside pickup,
consumers demanded new, easy and safe ways to
receive their products. From contactless services to 16.7%
US operation’s contribution
cost optimisation strategies, retailers are building
to the total operating revenues of Mastek
adaptable business models in response to the
pandemic. To lift visual search engine capabilities,
retailers are increasingly investing in faster and 2021 is expected to be the second year of savings,
more innovative fulfilment options, talents and rising house prices, increased government support,
tools. They are rapidly embracing emerging and record low interest rates, all of which will
technologies such as Augmented Reality (AR), contribute towards the economy and consumer
Artificial Intelligence (AI), Internet of Things (IoT) spending behaviour.
and Cloud computing.
Business update
As per Digital Commerce 360 analysis, the
e-commerce sales were at US$ 861.1 billion online The rapid acceleration of digital e-commerce in the
with US retailers in 2020, an increase of 44.0% US, combined with retailer consolidation, creates a
from US$598.0 billion in 2019. Online spending massive opportunity for companies such as Mastek.
represented 21.3% of total retail sales last year We can assist retailers in their digital transformation
as compared to 15.8% the year prior. An increase journey by helping them in delivering a more
was fuelled by a shift in consumer shopping habits user-friendly customer experience, upgrading
as a result of the pandemic, which held shoppers their traditional IT systems and assisting in the
out of physical stores due to state-wide lockdowns deployment of next-generation technology for
and fears of contracting the virus. COVID-19 improved supply chain, inventory management and
related increases in online shopping resulted in an customer loyalty.
additional US$174.9 billion in e-commerce sales in
Last year in early 2020, TAISTech LLC was
2020. The US$ 861.1 billion in e-commerce sales
rebranded to Mastek Americas. This rebrand
would not have been surpassed until 2022 if it had
not been for the pandemic’s lift in online sales. This represents the expansion of the Company’s digital
was the highest e-commerce sales growth in the commerce services to create transformative
US over the last two decades. customer experiences and the systems to support

78 Mastek Limited | Annual Report 2020-21

Our Oracle Cloud Business
For our Oracle implementation, our North America 16.7% of the total operating revenues of Mastek,
business is where our real focus will be in terms reflecting growth of 15.5 % year on year. During
of growth. As a specialist in Oracle and with deep the year, the US business continued to gain
domain expertise in certain verticals including traction both in the retail and non-retail sectors.
Healthcare & Lifesciences and manufacturing, we Mastek added multiple non-retail customers
hope to build a significant brand for ourselves to support them in their digital transformation
in this market. Cloud capability and cloud space journey. We see increased offshoring opportunities
is at the forefront of digital transformation. We across regions. Our new sales team is now fully
are continuously investing in expanding our sales operational, driving commerce and Mastek cross-
coverage; focusing on carefully chosen verticals; sell opportunities in tandem.
and narrowing on enterprise customers.
During the year, we entered into alliances and
The acquisition of Evosys provides a larger partnerships, which has opened up opportunities
customer base to the Company. Combined service for Mastek. We also expanded our base to Canada,
offerings is enabling the geography to grow on the enabling us to serve our Canadian customers while
back of larger wallet share with existing customers expanding the talent work force in the geography.
through cross-selling, and unfolds significant
As the retail industry transitions from a brick-
opportunities to co-sell.
and-mortar model to a click-and-shop model, the
In FY2020-21, US operations contributed Company sees substantial momentum in the retail
` 28,755 lakhs in total operating revenue, i.e. and e-commerce vertical in coming years.

those experiences across the enterprise. Beyond larger, more diversified GSIs. Being a smaller more
the Commerce Transformation services, the focused and nimbler player, and with a much
Company has expanded its offerings to imagine, wider IT framework capability under its belt, the
create, and deliver the transformative customer Company has the ability and desire to win bigger
experiences that B2C or B2B business needs to mandates. In the USA, its go to market strategy
compete and win in the experience economy. also entails our pursuit to acquire new non-retail
Powered by the global brand of Mastek Ltd, based logos that feature in the fortune 500; take
TAISTech services now include Digital Strategy, the Company’s digital commerce value proposition
Platform Development, Data & Analytics, to one that integrates commerce with services;
and Automation. The rebrand represents the cross-sell into existing Mastek and Evosys clients;
organisation’s unified, global vision and continuing and co-sell jointly to acquire new logos. Through
legacy of building innovative, collaborative these approaches, the Company expects its
and engaging digital transformation solutions. average deal size to get bigger, with even longer
Commerce transformation is the Company’s tenures. Today, with increasing scope of winning
legacy and Mastek Americas will continue to combinatorial development, Mastek has the ability
create innovative and powerful brand experiences to offer strong managed services propositions, in
powered by journey mapping and Mastek which it can offer turnkey managed responsibility
America’s Surround Commerce™ framework. for digital commerce, digital transformation
services, and cloud solutions and services.
In the Company’s co-selling approach of its joint
value propositions from both Mastek and Evosys,
the Company has earned the rights of passage for
competing more credibly and effectively against

79
Mastek in APAC & MENA stabilise in 2021. Although, the recovery rate will
differ across industries and regions, and demand
According to NTT’s 2021 Global Managed
improvement will not be steady, particularly in
Services Study report, only 22.7% of digital
the first half of 2021. The digital economy of
transformation efforts in APAC are optimised.
MENA, which includes online shopping, online
Changes in operating procedures, together with
education, and online healthcare, has grown
the pace of digital transformation, have presented
significantly during the pandemic and has become
companies with an opportunity to reimagine their
a highlight of regional economic development.
technological strategies and how they integrate
The experts believe that it has bright prospects
with the business. As per the report, 92.4% of
due to many young consumers in the region and
technology teams globally agree their overall
the growing popularity of internet infrastructure.
technology strategy is associated, either fully or
The new normal has had the beneficial impact
partially, with the organisations business strategy
of accelerating digitalisation and emphasising its
needs. Further, the report elaborates that 89.7% of
significance. According to a recent PwC survey,
CIOs and IT leaders in APAC agree that pandemic
half of the Middle East’s CFOs intend to accelerate
has caused enormous changes to their operating
automation and new ways of working. As the
processes, while 91.8% say it has accelerated their
importance of progressing to digital capabilities
digital transformation strategy. 93.9% of CIOs
becomes a shared goal, the industry is set to
and IT leaders agree that emerging technologies
encounter roadblocks along the way inevitably.
are critical to their technology strategy, less than
half believe they have the technology available to The pandemic and its economic ramifications
meet the organisation’s immediate goals. With have accelerated digital transformation across the
technology and agility at the forefront of the region, resulting in an unprecedented demand
business conversation, prioritisation is no longer for contactless services, cloud solutions, and
optional; it is critical for the business’s long-term collaboration applications. Most economists
viability and resilience. predict that economic growth will resume this year
as vaccines become more widely available, and
After the dual shocks of pandemic and the oil
anticipate that by 2022, 70% of organisations
price crash, the MENA economy is expected to
across the globe will have increased their use
80 Mastek Limited | Annual Report 2020-21
of digital technologies, transforming existing Mastek’s acquisition of Evosys provides deep roots
business processes to drive new levels of customer and strong customer relationship in the MENA
engagement, employee productivity and business markets while opening up the APAC and ANZ
resiliency. markets. They have successfully implemented
and supported Oracle ERP, HCM, SCM, EPM,
CX, PAAS, both on-prem and cloud migrations,

15.9%
Middle East, APAC including Australia and
to the customers in Government, Public and
Private organisations encompassing varied sectors
including professional services, healthcare,
India’s share of the total operating revenue financial services, engineering & construction,
manufacturing and many more.

With a strategy to strengthen our Oracle services

Business Update capabilities in this region, Mastek is planning to
Our operations from the Middle East, APAC open an Oracle Data Centre in the Middle East to
including Australia and India contributed capitalise on the growing Oracle ERP market in
` 27,342 lakhs, representing 15.9% of the total the region. In the Middle East, our go to market
operating revenue in FY2021. The pandemic has strategy also entails our pursuit to acquire new
caused a massive shift to the remote work model, non-retail based logos that feature in the Fortune
increasing uptake of digitalisation, highlighting the 500; take our digital commerce value proposition
vital role that the IT industry can play in business to one that integrates commerce with services;
continuity strategy. As per a recent IDC’s report, cross-sell into existing Mastek and Evosys clients;
the spending on digital transformation would and co-sell jointly to acquire new logos.
accelerate in the post-pandemic era, rising from
25% of total IT spending in 2020 to 37% in 2024.
Mastek is well-positioned to take advantage of this
phase with its Digital Transformation offerings that
have been well established in the mature markets
of the UK and USA.

81
Management Discussion & Analysis

Mastek’s Segment Performance Overview

Company’s Service Line

and Performance
Service Lines Year Ended March 31, 2021 Year Ended March 31, 2020
` In Lakhs % of Revenue ` In Lakhs % of Revenue
Application Development 67,792 39.4% 47,306 44.2%
ERP And Cloud Migration 60,132 34.9% 8,694 8.1%
Digital Commerce 17,357 10.0% 22,453 22.0%
Application Support and Maintenance 17,561 10.2% 17,495 16.3%
BI & Analytics 6,635 3.9% 8,230 7.6%
Assurance & Testing 2,709 1.6% 2,970 2.8%
Total 172,186 100.0% 107,148 100%

Company Business Geographies

and Performance
Geographies Year Ended March 31, 2021 Year Ended March 31, 2020
` In Lakhs % of Revenue ` In Lakhs % of Revenue
UK & Europe 116,089 67.4% 77,240 72.1%
USA 28,755 16.7% 24,886 23.2%
Middle East 18,948 11.0% 2,354 2.2%
Rest of the World 8,394 4.9% 2,668 2.5%
Total 172,186 100.0% 107,148 100.0%

The UK & Europe operations contributed Middle East operations contributed ` 18,948
` 116,089 lakhs in total operating revenue for lakhs in total operating revenue for FY 2020-21 as
FY 2020-21 as compared to ` 77,240 lakhs for compared to ` 2,354 lakhs for FY2019-20, resulting
FY 2019-20, resulting in an increase of 50.3% in an increase of 704.9%. It is a new sector added
including full year impact of the Evosys acquisition. through the acquisition of Evosys.

USA operations contributed ` 28,755 lakhs in total Revenue from the Rest of the World (ANZ, APAC
operating revenue for FY 2020-21 as compared among others) is ` 8,394 lakhs for FY2020-21 as
to ` 24,886 lakhs for FY 2019-20, resulting in an compared to ` 2,668 lakhs for FY 2019-20, an
increase of 15.5%. increase of 214.6%. Major contribution attributable
to Evosys acquisition and growth in these markets.

82 Mastek Limited | Annual Report 2020-21

Financial and Operational 2) Other intangible assets and Goodwill
Performance Overview Intangible assets and Goodwill as of March 31,
2021, were ` 74,325 lakhs as compared to
Financial Performance Review
` 78,056 lakhs in the previous year. Variance is
For the year ended 31 March 2021, the financial explained as below:
and operational performance in terms of revenue
and profits saw good growth. − Gross additions of ` 396 lakhs towards computer
software
Financials − Impairment of Goodwill of Nil lakhs
On a consolidated basis, the Group registered total − Depreciation charge of ` 2,313 lakhs
operating revenue of ` 172,186 lakhs for the year
− Foreign exchange translation including other
ended 31 March 2021 as compared to
adjustments (net) of ` 1,814 lakhs
` 107,148 lakhs in the year ended 31 March 2020,
an increase of 60.7%. The Group registered a net 3) Non-current financial assets
profit of ` 25,175 lakhs in the year ended A) Investments
31 March 2021 as compared to ` 11,381 lakhs in Non-Current investment comprises of
the year ended 31 March 2020, thereby registering Investment in Mutual Funds and Investment
an increase of 121.2%. in Bonds. Investment in Majesco USA as at
Profitability March 31, 2021 were Nil lakhs as compared
to ` 8,338 lakhs in the previous year. It was
During the year ended March 31, 2021, the Group majorly decreased on account of sale of
earned a profit of ` 25,175 lakhs as compared to investments. Investment in Mutual funds
` 11,381 lakhs for the year ended March 31, 2020. as at March 31, 2021 were ` 4,010 lakhs.
The profits for the financial year ended 2020-21 Investment in Bonds as at March 31, 2021
witnessed growth on account of the following: were ` 109 lakhs.

− Full year impact of Evosys acquisition Under Ind AS 109, financial assets
− Savings driven by travel, marketing and other designated at fair value through other
associated cost due to pandemic related restrictions comprehensive income (FVTOCI) are fair
valued at each reporting date with changes
− Productivity and other operational improvements
in fair value reported through Other
− Profitable growth across geographies and accounts Comprehensive Income (OCI).
− Better management of variable cost structure and
B) Loans and Other Non-current
profitability levers
financial assets
Balance Sheet The loan and other current financial assets
Assets as of March 31, 2021, were ` 2,143 lakhs
1) Property plant and equipment as compared to ` 649 lakhs in the previous
year. Increase is on account of Security
Tangible assets including investment property
deposits and margin money deposits with
as of March 31, 2021, were ` 6,355 lakhs as
banks against performance bank guarantee
compared to ` 7,618 lakhs in the previous year.
for certain contracts.
Variance is explained as below:
− Gross additions ` 1,073 lakhs and deletions of
4) Other non-current assets
` 214 lakhs towards Computer, furniture and fixtures The other non-current assets as of March 31,
and office equipment 2021, stood at ` 131 lakhs as compared to
− Depreciation charge of ` 2,182 lakhs
` 119 lakhs as of March 31, 2020. The increase
is primarily on account of capital advances and
− Foreign Exchange translation adjustment (net) of
prepaid expenses.
` 60 lakhs
83
Management Discussion & Analysis

5) Income Tax Assets/Liabilities C) Cash and cash equivalents

The current Income tax assets balance as of The cash and Bank balance as of March
March 31, 2021, was ` NIL lakhs as compared 31, 2021, was ` 59,140 lakhs as compared
to ` 1,221 lakhs in the previous year. The to ` 22,097 lakhs in the previous year.
income tax assets represent domestic corporate The increase was primarily on account
tax. The current Income Tax liabilities balance of net cash generated from operations
as of March 31, 2021, was ` 4,278 lakhs as and proceeds from sale of investments in
compared to ` 1,266 lakhs in the previous Majesco (USA).
year. Current income tax liabilities represent
D) Loans and other current financial assets
estimated income tax liabilities relating to
The loan as of March 31, 2021, was
domestic and overseas geography.
` 307 lakhs as compared to ` 218 lakhs in
6) Deferred Tax Assets/Liabilities the previous year.
Deferred tax assets as of March 31, 2021, were
` 5,320 lakhs as compared to ` 3,776 lakhs The other current financial assets were
in the previous year. Deferred taxes assets ` 607 lakhs as compared to ` 900 lakhs in
primarily include deferred tax on property the previous year. The decrease is mainly
plant and machinery, compensated absences, on account of settlement of advances to
compensation to employees and provision employee and lower margin money deposits
against doubtful debts. Deferred tax liabilities with banks against performance bank
were ` 1,831 lakhs as compared to ` 1,473 guarantee for certain contracts.
lakhs in the previous year. Deferred tax liability 8) Other current assets
primarily includes undistributed profit of
Other current assets were at ` 18,032 lakhs as
subsidiaries, the fair value of investments and
of March 31, 2021, as compared to
cash flow hedge.
` 16,289 lakhs in the previous year. The
7) Current financial assets increase was driven by R&D credit receivable,
input tax credit and prepaid expense.
A) Investments
Investments comprised unquoted mutual Equity and Liabilities
fund units and fixed deposits. The 9) Total Equity
Investments balance was ` 21,454 lakhs as
We have one class of share- equity share capital
of March 31, 2021, as compared to
of par value ` 5 each. The issued, subscribed
` 15,376 in the previous year. Under Ind
and paid-up capital stood at ` 1,262 lakhs as
AS, financial assets and financial liabilities
of March 31, 2021, which was ` 1,214 lakhs in
designated at fair value through profit and
the previous year. The Company has allocated
loss (FVTPL) are fair valued at each reporting
943,417 shares under employee’s stock options
date with changes in fair value recognised
plans during the financial year.
in the statement of profit and loss.
10) Non- current financial liabilities
B) Trade receivable
A) Borrowings
Trade receivables as of March 31, 2021,
The non-Current borrowing as of March
stood at ` 37,488 lakhs as compared to
31, 2021, was ` 19,024 lakhs as compared
` 31,572 lakhs in the previous year. Days
to ` 24,085 lakhs in the previous year. The
sales outstanding was 75 compared to 81
decrease is on account of term loan repaid
days in the previous year.
during the year.

84 Mastek Limited | Annual Report 2020-21

 B) Other financial liabilities C) Other current financial liabilities
The other financial liabilities as of March The other current financial liabilities as of
31, 2021, was ` 29,118 lakhs as compared March 31, 2021, were ` 50,289 lakhs as
to ` 22,546 lakhs in the previous year. The compared to ` 17,052 lakhs in the previous
increase is on account of increase in fair year. The increase is attributable to current
value of put option written on minority portion of Put option liabilities- Derivative,
shareholding. current maturity of long-term loan, accrued
expense and employee benefits payable.
11) Provisions
The Long-term provision balance as of March 13) Other current liabilities
31, 2021, was ` 2,367 lakhs as compared to The current liabilities as of March 31, 2021,
`1,588 lakhs in the previous year. The increase were ` 13,219 lakhs as compared to
is attributable to employee benefits liability. ` 9,428 lakhs in the previous year. The increase
is attributable to customer advances, contract
12) Current financial liabilities liabilities and higher statutory dues payable.
A) Borrowings
14) Provisions
The current borrowings as of March 31,
The short-term provision balance as of March
2021, was Nil as compared to
31, 2021, is ` 2,323 lakhs as compared to `
` 7,480 in the previous year. The decrease
2,032 lakhs in the previous year. The increase is
was attributable to repayment of working
mainly due to employee benefits provisions.
capital and other line of credit during
the year.

B) Trade payables
The trade payables as of March 31, 2021,
were ` 3,069 lakhs as compared to
` 10,539 lakhs in the previous year. The
decrease is mainly attributable to back to
back payment arrangements with vendors
on collection.

85
Management Discussion & Analysis

Key Financial Ratios

In accordance with the SEBI (Listing Obligations and Disclosure Requirements 2018) (Amendment)
Regulations, 2018, the Company is required to give details of significant changes (change of 25% or more)
as compared to the immediately previous financial year) in key sector-specific financial ratios.

The Company has identified the following ratios as key financial ratios:

Consolidated
Particulars
FY 2020-21 FY 2019-20
Revenue Growth (%) 60.7 3.7
Net Profit Margin (%) 14.4 10.2
Operating Profit Margin (%) 21.2 14.5
Debtors Turnover (No. of days) 75 81
EPS Basic (`) 84.9 45.2
Return on Equity (%) 25.6 14.6

Details of ratios where there has been of operating revenue, during the previous year.
Improvement in operating margins were driven by
a significant change from FY 2019-20 operational efficiency, savings driven by Covid-19
to FY 2020-21: led restrictions on travel, marketing and other
On a consolidated basis, operating revenue spends, and better utilization of fixed investments
increased by 60.7% to ` 172,186 lakhs for the on higher revenue base.
year ended 31 March 2021 from ` 107,148
lakhs in the previous year. This increase is driven Operational Review
by steady performance across verticals and Mastek has always prided itself on providing high-
geographies during the year, aided by the full quality operational support. The Company aligned
period impact of Evosys acquisition. the backend delivery organisations of both Mastek
and Evosys to focus on improving the overall
Group net profit increased by 121.2% to
productivity and efficiency levels within projects.
` 25,175 lakhs for the year ended 31 March 2021
Despite an uncertain macro-economic environment
from ` 11,381 lakhs in the previous year. This
due to the pandemic crisis, the Company
represents 14.4% and 10.2% of total income for
witnessed significant growth across geographies
the years ended 31 March 2021 and 31 March
it operates in demonstrating a resilience business
2020, respectively. This also resulted in an increase
model. The Company continued to invest in people
in basic EPS to ` 84.9 for the year ended 31
to strengthen its bandwidth with the induction of
March 2021 from ` 45.2 in the previous year. The
the Group Chief Delivery Officer and Group Chief
improved performance is also reflected in a higher
Information officer during the year.
Return on equity (RoE) ratio which is computed as
net profit by average net worth. Update on Board of Directors:
During the year, on a consolidated basis, the The Mastek Board currently has 6 members,
group earned operating EBITDA of ` 36,447 of which 4 are Independent Directors and the
lakhs representing 21.2% of operating revenue, remaining 2 are Promoter Directors.
compared to ` 15,536 lakhs representing 14.5%

86 Mastek Limited | Annual Report 2020-21

Update on Management: of industry experience in Products, Technology,
Delivery and Operations in large and mid-sized
On March 23, 2021, Mastek appointed Mr.
organisations. Over the years, he has successfully
Narottam Sharma as Group Chief Information
led and scaled multiple client relationships,
Officer (Group CIO), Mastek Group. He has joined
helped deliver enterprise-wide transformations
the Mastek Executive Leadership Team and will be
and created high performing teams. He was an
accountable for IT infrastructure, digital systems,
active member of the management council in
strategic performance and overall management of
Wipro, Zensar & BCT Consulting. Mr. Narasimha
Mastek’s information technology department.
has worked in diverse regions such as the US, UK,
Mr. Narottam has more than 20 years of high
EMEA & LATAM.
impact leadership & strategic experience in the
digital business transformation domain. Over On December 29, 2020, the Board of the Company
the years, he has been recognised as a highly appointed Mr. Ketan Mehta as an Additional
acclaimed Transformation Leader and turnaround Director (Non-Executive and Non-Independent) of
architect, with significant experience in leveraging Mastek.
emerging technologies across industries, i.e.,
Banking, Insurance, IT/ ITES, Manufacturing, and On December 1, 2020, Mr. Abhishek Singh, Group
Services. Prior to joining Mastek, Mr. Narottam Chief Financial Officer of the Company, moved to
has worked in organisations such as Sterlite support Mastek UK business. He was appointed
Technologies Ltd., Samsung R&D Institute Ltd., as President, UK Business of Mastek to drive
Aviva Life Insurance Ltd., RBS, and Bank of growth in both Public and Private sectors across
America & IBM. UK & Europe and institutionalize cross sell and co
sell initiatives with Evosys customers as Go-To-
On January 18, 2021, Mr. John Owen relinquished Market strategy. He ceased to be a Key Managerial
his role as Group Chief Executive Officer (Group Personnel as defined in the Companies Act, 2013
CEO) to pursue opportunities outside the group. and SEBI Listing Regulations with effect from
Mr. Ashank Desai, Vice Chairman & Managing December 1, 2020.
Director, assumed the responsibilities of the group
On November 08, 2020, due to the sudden sad
as an Interim Chief Executive Officer until a new
demise of Mr. Sudhakar Ram, Co-founder Director,
Group Chief Executive Officer is appointed.
Vice Chairman & Managing Director, the Board
On January 12, 2021, Mastek appointed of the Company appointed Mr. Ashank Desai,
Mr. Narasimha Murthy L as Group Chief Delivery presently a promoter director and also former
Officer (Group CDO), Mastek Group. He has Chairman and Managing Director of the Company,
joined the Mastek Executive Leadership Team and as Vice Chairman & Managing Director with
will be accountable for the operational, financial immediate effect for a period of 5 years.
and strategic performance of Mastek’s Delivery
Given the vacancies created in various committees
Operations. He will streamline the Delivery function
of the Board as a result of the sad demise of Mr.
and drive sustainable growth in the portfolio along
Sudhakar Ram, the appointment of Mr. Ashank
with building competitive value propositions and
Desai as Vice- Chairman & Managing Director and
supporting innovation for Mastek’s GTM strategies. appointment of Mr. Ketan Mehta as an Additional
He will also be responsible for improving and Director (Non-Executive & Non-Independent),
managing quality, productivity, operational the Board reconstituted the Audit Committee,
excellence and gross margins for the business. Nomination and Remuneration Committee,
Prior to joining Mastek, Mr. Narasimha has worked Stakeholders Relationship Committee and
in organisations such as IBM, SUPERVALU, Wipro, Corporate Social Responsibility Committee with
Zensar & BCT Consulting. He has around 25 years effect from February 1, 2021.

87
Management Discussion & Analysis

People Strength: Business Outlook

As on March 31, 2021, the Group had a total Mastek delivered another solid year of financial
headcount of 3,792 as compared to 3,404 performance. We crossed revenue of US$230 mn
employees at the end of March 31, 2020. Of this, in FY2021. Despite an uncertain environment due
2,674 employees were based offshore in India to pandemic, the Company maintained its overall
while the rest were at various onsite locations. Group growth momentum. Growth in Digital
Transformation and Cloud implementation will
Dividend: play a significant role in Mastek’s future growth.
The Board of Directors had proposed a final The management continues to remain focused
dividend of ` 9 per share during the year ended on the Company’s core areas of business, viz.
March 2021. Once approved by shareholders Government, Retail, Health and Financial Services.
at Annual General Meeting, this final dividend,
together with the first interim dividend of Evosys expertise in Oracle cloud migration
` 5.50 per share results in a total dividend for the combined with Mastek’s capability to cross-sell
year at ` 14.5 per share (290%). digital commerce and transformation services
helped to win integrated and larger deals during
Industry Recognition the year. With the ongoing integration of Evosys,
Mastek, either directly or through its clients we are well on our way to achieving both financial
received multiple awards and accolades during the and strategic benefit from the deal.
year including:
During the year, the Company continued to
− Mastek ranked 3 in Tech MarketView’s “Monthly
rd invest in its people and strengthen its capability.
Digital Marketplace Dashboards” for its work with Mastek is gearing up for the next phase of its
NHS Digital. This evidences the strong presence and
strategic growth. The Company’s goals are to
recognition of Mastek in the UK Public Sector.
streamline internal operations, implement relevant
− Mastek awarded the distinction of UiPath “elite”
technologies, and develop digital systems so
partner. Only 3 partners ranked such in UK Market.
that it continues to delight its customers with
− Evosys received Partner of the Year Awards
2020/2021 by UKOUG
breakthrough solutions even when business is
expanding.
− Army Digital Services Web Team won the Exemplary
Practice in Digital Transformation Award at the UK
Ministry of Defence

88 Mastek Limited | Annual Report 2020-21

The COVID-19 crisis has created a profound shift It was one of the best performing years for the
in how people interact, and economies operate. Company, demonstrating a resilient business
In today’s virtual era, the IT industry is playing a model, deep relationship with customers and
crucial role in reshaping workplace productivity. improved diversified geographical reach. It
From the growth of e-commerce to the also reveals the outstanding commitment of
increased usage of online platforms to intelligent Mastekeers’ during these unprecedented times.
automation, a global digital transformation has The key fundamentals remain positive for Mastek
been ongoing for several years. However, with to position the Company as a leader in Enterprise
the outbreak of COVID-19 in 2020, the need to Digital Transformation. The management continues
socially isolate oneself and seek shelter at houses to see significant traction in agile and digital
has accelerated this process. In just a few months, transformation solutions. Mastek is well poised
the pandemic has brought several years of change with the strong leadership and disciplined strategy
across sectors. The increased demand for digital of Cut & grow to navigate near term challenges
transformation and cloud migration services to be and make the most of future growth opportunities.
agile in the face of disruption and to create the
new digitally enabled business models for a new
normal has created huge opportunities for the
service providers such as Mastek.

89
Management Discussion & Analysis

Risks and Mitigation Strategies - Periodic updates and reviews by local entity
Boards and Mastek Board.

Risk Management Driving risk management

Risk Management framework at Mastek is a global Accountability is a key aspect of the Risk
and systematic process designed for identifying Management framework. Each risk owner
risks that pose threat to Mastek and its business including the Business unit heads are
and evaluating and addressing the impact of responsible for:
such risks in an efficient manner. Given the
− Providing support and guidance to line managers
complexities brought in by Mastek’s diversified
who manage risk on a day-to-day basis;
operations, this pro-active framework, driven by a
− Promoting risk awareness within their operations;
strong risk management culture plays a vital role
in the achievement of its strategic and business − Ensuring that risk management is incorporated
right from the beginning when the projects are
objectives. It focuses on risk identification, risk
conceptualised and /or commissioned;
assessment and monitoring, mitigating actions,
− Ensuring compliance with the risk management
governance and reporting structure at corporate,
procedures; and
business, functional and regional levels. Mastek
− Periodically review risk register at geography and
recognizes that risk is not only about adverse unit/ functional level followed by an update to the
events but about loss of opportunities too. board’s Governance Committee.

Risk Governance Key Business Risks

The success of a Company is dependent on how Mastek provides a diverse array of services, and
it manages the risk inherent in the business. there are multiple factors that could affect its
The Company operates in a highly competitive future performance. Following are some of the
segment, which is widely affected by various key risks:
external and internal risks. Thus, to minimise
Macro-economic risks:
the effect of such risks, the Company has put
in place a risk governance model to ensure risk COVID-19 pandemic continues to impact various
management. The Risk Management framework industries across the globe and Company’s
is approved by the Board’s Risk Management & business may be adversely affected owing to the
Governance Committee and is executed through direct impact on few clients and indirect effect on
the business, functional, and geographical teams. others due to the sharp slowing down of major
economies. Political tensions with worsening
- Identification and management of risk at micro,
economic conditions may continue to impact
macro, functional, geographic, strategic and
the business of the Company. Threat to global
operational levels;
mobility owing to visa or travel restrictions in key
- Setting strategy and process for managing the markets could lead to project delays and increased
identified risk; costs. Considering the nature of the business,
the volatility in foreign currency exchange rates
- Implementing risk management process could harm the Company’s performance. However,
with the proper understanding of the risk and on the back of the continuous improvement
monitoring mechanism; of business efficiencies and sharpening focus
- Driving risk awareness within the organisation on key client industries, the Company expects
including appropriate training; and to continually improve its competitiveness and
delivery.

90 Mastek Limited | Annual Report 2020-21

Growth risks:
We are living in an era of disruption. The Company
Given the complexities brought
is prone to a significant and unfavourable shift in in by Mastek’s diversified
returns on capability investments due to change operations, the Company’s
in industry or customer preferences. Risk of pro-active framework, driven
innovation or change in its customers’ business by a strong risk management
or product portfolio mix may impact Company culture plays a vital role in the
directly or indirectly.
achievement of its strategic and
Company has revenue concentration on few business objectives.
sectors in UK geography and any sector specific
event or risk may affect business of the Company.
Mastek continues to diversify its business and a healthy mix of centralized and local processes
service portfolio along with building deep and resources that enables appropriate responses
relationships with its customers at multiple levels to any risk event.
which enables it to understand various factors and
create value add supporting the business life cycle Competition-led risks:
of its customers. The Company operates in a multi-vendor
environment. Its business faces the risk of
M&A related risk: ‘consolidation’ with other vendors if customers are
A merger or acquisition involves multiple moving looking for single sourcing or vendor consolidation.
parts. New stakeholders, cross country regulations, Business is further at risk due to innovation and
different cultures, and the need to work seamlessly disruption brought in by the competition. These
add to the complexity and associated risk of risks are partially offset by strong domain expertise,
limited integration or value extraction. Mastek robust delivery capabilities, and significant project
pursue such deals comprehensively, addressing experience.
the identification, agreement, and closing through
stringent diligence and valuation criteria and Dependence on key personnel:
managing the post-closing integration through Information Technology industry is facing acute
effective planning, execution, and high standards shortage of talent. With the accelerated adoption
of corporate governance practices. of technology owing to the pandemic, the demand
for talent has gone up disproportionately that
Post-acquisition integration of acquired entities
may not match with the talent availability. The
and business is as critical as the acquisition
Company believes that human capital is the key
itself. A failed integration may devalue not just
to its success and has initiated multiple steps to
the acquired business but impact the Company
develop and retain its employees.
overall. Mastek recognizes this fact and addresses
integration in a comprehensive and methodological The company encourages an entrepreneurship
manner with highest focus on the integration of culture within the organisation and offer new
culture and manpower processes. challenges and opportunities for employees.
Significant investments have been made in
Country risks: recruitment and training procedures to enable
Company has its operations in APAC, UK, Europe, self-learning and certification tool to increase
MENA, India, and Americas. Such vast operations employability. Mastek continuously endeavours
across geographies exposes the Company to to have an effective succession plan in place to
various political and regulatory risks. Company has mitigate these risks.

91
Management Discussion & Analysis

Client and account risks: Customer Satisfaction Surveys covering all the
aspects of customer interaction.
The Company’s strategy is to engage with
a strategic customer and build long-term
Cyber Security risk:
relationships with them. Any shift in customer
Risk of cyber-attacks is looming forever. It can
preferences, priorities, and internal strategies
cause reputational damage, significant business
can have an adverse impact on the Company’s
loss to customers, penalties and legal and
operations and outlook. Mastek does have the
financial liabilities to Mastek in addition to the
benefit of being very well entrenched with its
impact on business operations. At Mastek, we
customers. In most cases, it is involved with the
make a continuous investment to upgrade our
customers planning initiatives, thereby addressing
security infrastructure. This includes endpoints
any risks arising out of client concentration.
solution (on desktops/ laptops and servers)
Contractual, execution and delivery with enhanced threat monitoring and controls
related risks: including Live Malware Protection, Deep Learning
The Company faces delivery and execution risk malware detection, Exploit Prevention, Potentially
arising out of changing customer requirement, Unwanted Application (PUA) Blocking, Automated
comprehension of those requirements and Malware Removal, Malicious Traffic Detection,
timeliness of the response. Any inability to adhere Ransomware File Protection (CryptoGuard),
to delivery timelines or requisite quality can Download Reputation and Peripheral Control.
adversely affect our relationship with the customer. We also carry out periodic testing to ensure
Any termination or modification of contracts effectiveness through vulnerability assessment
and non-fulfilment of contractual obligations by and penetration testing, data backup, strict access
clients due to their financial difficulties or changed control, enterprise-wide training and awareness
priorities or other reasons can expose the Company programme on information security, data leak
to operational risk. Mastek has strong operational prevention tools, review and implementation of
review and quality check mechanisms in place stringent security policies and procedures,
to mitigate such risks. In addition, independent among others.

92 Mastek Limited | Annual Report 2020-21

Litigation risk: and violation of data protection laws or security
breaches can result in substantive liabilities,
Considering the scale and geographic spread
fines or penalties, and reputational impact. The
of the operations, litigation risks can arise from
Company has various controls in place governed by
commercial disputes, employment-related matters,
data privacy policies covering applicable laws and
a perceived violation of intellectual property rights,
geographies. Policy framework ensures technology
among others. It poses a reputational risk in
controls, training and awareness of staff when
addition to incurring the legal cost and distracting
working with privacy data to foster a responsible
management from business focus. At Mastek, we
culture, review and negotiations of vendor
have in-house legal counsels and a network of
contracts to support compliances, implementation
reputed global law firms in countries of operations
and maintenance of data transfer agreements, and
to assist the Management team with any potential
periodic reviews and audits to assure compliance.
and real litigations. We also have a mechanism to
track and respond to notices and defend ourselves Reputational risk::
in all claims and litigation. We continuously
strengthen our internal processes and controls to Company has rich history and is well known in the
ensure compliance with Contractual obligations, industry for its governance practices. Clients of
information security, and protection of intellectual the Company are large and reputed organizations.
property to avoid litigation. property to avoid Because of its business and exposure across
litigation. various sectors and geographies, Company
may get exposed to scrutiny by government
Data protection risk: authorities and even Media. Company has strong
Protection of personal data continues to attract internal procedures build on ethical principles.
greater scrutiny by the regulators on the back of Each representative of the Company, whether an
extra-terrestrial laws such as GDPR in Europe, Data employee or a third party ensures they adhere with
Protection Act in the UK, and CCPA in the state these principles when managing Company and its
of California in the US. These legislations carry client’s business.
severe consequences for non-compliance or breach

93
Management Discussion & Analysis

Human Resource Management Continuous upskilling

Human Capital is the most important asset of Continuous upskilling: Learn anytime-anywhere
the Company. At Mastek, we take great care in technology is continuously changing with new
continuously nurturing and growing our talent trends rapidly reshaping how we work, offering
pool. Some key initiatives which we take to help creative opportunities for us to pivot and adopt
Mastekeers learn and grow are as follows: new skills. Future offerings for IT professionals
are evolving from a confluence of cutting-
Graduate programmes edge technologies such as Machine Learning,
Fresh trainee recruits joining Mastek are put AI, IoT, and Cloud Technologies and so on. It is
through an exhaustive 3 months of induction therefore becoming utmost important that we
programme before they are allocated to projects. prepare ourselves for Next-Gen Opportunities by
This programme structure is constantly reviewed continuously upskilling Mastekeers. Through our
in an urge to do better and better with an digital learning platform, we have made 100+
objective of making our trainees productive in the learning paths available to Mastekeers across the
projects faster than before. The curriculum is a globe and several enthusiastic learners are joining
well-defined structure with various learnings on our digital platform every month. This approach
technologies, soft skills and processes built in with is helping Mastek managers to track, gauge and
assessment and case studies. The participants get assess the readiness of team members to take
an opportunity to witness an entire application life up lateral roles and higher responsibilities in the
cycle from the conceptualisation & design phase account. In addition, various virtual classrooms
right to the delivery & deployment giving them sessions are organized to help Mastekeers retain a
crucial exposure to SDLC. They get an exposure brighter outlook with enhanced skillset. To combat
on working in teams, collaborating and enhancing the impact of the ongoing pandemic, we enabled
their personality because of the methodologies a 100% virtual learning experience for Mastekeers
being adopted. to ensure they have uninterrupted access to all the
learning content, and programmes to upskill and
grow their career.

94 Mastek Limited | Annual Report 2020-21

Full stack Foundation programme: To address an Compassionate Communication
increasing demand of all engineers to be able to
Programme:
work across the full stack of development layers,
Compassionate Communication Programme was
from user interface right down to data storage
rolled out for Mastekeers to help them have more
as well as the ability to work across different
meaningful interactions, communicate honestly
areas of the software lifecycle. We already have
with thoughtful word choices and empathetic
a first cohort of 56 Mastekeers that successfully
listening. This programme is a combination of ILT
completed the full-stack foundation programme.
which would include Interactive PPT Presentations,
Focused Capability Building Drives: Participants Guide, Guided Reflections, Inquiry
& Dialogues, Audio-Visuals and Case-based Role
Focused Capability Building Drives at Mastek are
Plays. We have 1,000 plus Mastekeers already on
dedicated drives to upgrade Mastekeers on cutting-
the learning journey.
edge technologies like Cloud, DevOps, Machine
Learning, Data Science to name a few. The goal Mpower:
of these drives is to make Future Ready Engineers
Mpower is a dedicated theme-based soft skill
who can engage with our customers on digital
programme to address the requirement of
transformation programmes. These drives are co-
behavioural aspects and support Mastekeers
owned by L&D and Business stakeholders which
enhance their soft skills and achieve better
makes it impactful. We share a very comprehensive
professional and business outcomes. In FY2021
week-wise plan with set aims and test assessments
we had 250+ learners across the globes attending
for the enrolled participants. The drive gives a
Business Etiquette theme. This programme is a
sense of accomplishment to Mastekeers as they get
combination of virtual sessions, quizzes, weekly
industry recognised certifications and get to work
tips and community discussions.
on use-cases and acquire hands-on experiences on
cutting edge technologies. Compliance Aspects
Encouragement to Certifications: At Mastek, we believe in conducting business with
the highest standards of ethics and integrity and
Acquiring professional certifications is one of
provide a safe and secure working environment
the key needs for IT professionals. It gives a
to all. Mastek accepts and incorporates POSH,
sense of accomplishment and motivates learners.
Information Security, GDPR and Anti-Bribery as
Mastek is into human capital business and it’s
mandatory trainings for workplace. We have a
important that we have employees who are
ZERO tolerance approach to non-compliance
industry recognised which helps in winning new
business. We encourage Certifications in the areas
such as App development, Quality engineering,
Service management and Project management. 69
Mastekeers successfully gained certifications
last year.

95
Management Discussion & Analysis

and therefore, education is critical to ensure that effective culture that aims to boost empowerment,
every Mastekeer understands what is acceptable. accountability, morale, and engagement. The
To inhibit the adverse impact related to non- Company is committed to formulating and
compliance on the organisation, all Mastekeers implementing distinct policies that empowers every
must take these trainings and assessments Mastekeer to take charge of their own growth and
every year. establish a culture of increased accountability and
agility at the workplace.
Business Outcomes
All these learning initiatives garnered Mastekeers’ All our policies are designed around the principles
interest and we have recorded 2 times increase in of 4.0 culture, and they strongly talk about
the learning hours of Mastekeers in comparison our underlying theme of empowerment. As an
to last fiscal year. At the same time, we have organisation, we facilitate an environment which
received some particularly good feedback from helps Mastekeers to choose what is relevant to
the programme managers for the impact we were them and makes them totally accountable for their
able to create on their accounts as a result of some development. There are some people-empowering
focused learning initiatives. To state some of the policies worth noting:
examples as shared by them: Self-nomination for promotion:The promotion
− React JS training was an enabler to create positive process has been designed for Mastekeers to
credibility in front of our customers. Outstanding sense opportunities for growth and development.
feedback from customer on Web-UI which was the A unique idea which further aligns with the
pain area earlier.
Mastek 4.0 programme is the provision to self-
− Training on UFT and VB scripting was useful in terms nominate for promotion. Mastekeers who feel that
of creating larger automation team and increasing
confidence of the customer. they deserve to be promoted, can self-nominate
themselves for promotion. They need not depend
− RPA and automation testing training enabled to
deliver value and innovation beyond customer on their managers or team leaders to do so.
expectations. Once they submit their nomination, they simply
− A number of our resources have undertaken courses have to explain why they feel they deserve the
to help them attain AWS certification and mastering promotion. The panel comprises an HR manager,
DevOps. This has helped us in implementing a senior member from the tech department and
improved engineering practices in account leading to
very good health check scores
one member from the business development
department. To ensure there is no gender bias,
− The behavioural trainings of Mpower comprising of
email & meeting etiquette has improved quality of
Mastek ensures there is at least one - woman
work while working from Home. member in the decision-making panel for every
− Soft skills training has played a vital role in making woman applicant.
our customer interactions effective and fruitful.
It has also prepared our team members well for Peer-review process: Another feature of Mastek
their onshore roles wherein they are expected to 4.0 is the peer-review process. The members
communicate directly with the business and manage of the team rate each other on performance,
stakeholder expectations.
delivery and work within the team. Mastek 4.0
Ensuring individual and team has also helped Mastekeers perform their best by
development enhancing their productivity. When it comes to
performance appraisal, we believe in team and
Mastek is committed to individuals and institutions
individual empowerment. Hence as part of Peer
being the best they can be. Our Mastek 4.0
Review, peers are the ones who decide on the
philosophy is cantered around creating an
rating of an individual and not the manager. Also,
for Mastekeers who participate in the manager

96 Mastek Limited | Annual Report 2020-21

reviews we believe in transparency as a value and iteratively updated to highlight open demands
hence goals are cascaded with top down approach across the organisation.
and one-to-one developmental conversation is a
Trust equation: Trust is essential to developing
mandatory part of the process
relationships with individuals. In line with our 4.0
Freedom to learn: At Mastek, we believe that it is philosophy and to build a culture of trust all our
better to develop people in what they want to do, reimbursements up to a defined limit are auto-
rather than making them do what we want. Hence, approved and do not need manager approval
we as an organization facilitate an environment Pay for performance: Our Variable Pay process
which helps Mastekeers to choose what is relevant drives a pay for performance culture with the
to them and make them totally accountable for organisation performance and the account
their development. We start learning programmes performance being a significant factor for the
at Mastek and ask Mastekeers to volunteer. We pay-outs, thus, reinforcing our focus towards team
promote the idea that Mastekeers are the decision- goals and not just individual goals
makers and hence there are no approvals to attend
Exit Policy: At Mastek, we believe Exit interviews
trainings. There are advisory committees available demonstrate a commitment to an organization’s
to seek guidance as needed. core values and Exit interviews provide valuable
data and insight into what’s working and not
Fair Opportunities to Mastekeers: Aligned
working, thereby, leading to opportunities to
to Mastek values, transparency is core to our
develop and improve. Conducting exit interviews
DNA, and we regularly promote open positions
is essential to building better teams and boosting
via Internal Job Board (IJB) to ensure we provide culture, which play an important role in the overall
relevant opportunities to Mastekeers. The IJB is success of the business.

97
Management Discussion & Analysis

Information Technology the workplace itself has accelerated. Digitally-

native workers are led by workplace freedom and
Information technology (IT) involves the study
the applications and devices they’ll use. With
and application of computers and any type of
location now less of a barrier to work, and more
telecommunications that store, retrieve, study,
choice of employers, organisations face more
transmit, manipulate data and send information.
competition for the best candidates. Leaders
Information technology involves a combination of
must think carefully about how they can attract,
hardware and software that is used to perform the
develop and retain the people that will ensure high
essential tasks that people need and use on the
performance for the years ahead.
everyday basis. At Mastek, we adopt a combination
of policies and processes to run the IT systems To make our workplace more engaging and
smoothly and hand in hand with the needs of the appropriate for the ‘new normal’ that we have
organization. The operations of IT at Mastek can all accepted, Mastek is continuously improving IT
be seen in the daily work of an IT department. It Infrastructure to cope up with pandemic scenario
provides tech support, security testing, network and reduce the pandemic risk to its employees.
maintenance, and performs device management Some of the key initiatives include:
among other services. The management of physical
components of Information Technology also comes - Laptop Direct: Mastek has established a
under the hardware of IT. It includes setting up and process and technology to ensure Mastek OS
maintaining the equipment such as phone systems, built laptops are delivered directly from factory
routers, servers, and laptops. to Mastek associates. This has improved Laptop
delivery efficiency by 100% and reduced laptop
Breakthrough technology such as AI, automation courier cost.
and the Internet of Things (IoT) will soon disrupt
every industry. Innovation cycles will accelerate, - AOVPN: VPN always on has helped us maintain
quality and efficiency will improve, and competition and sustain security compliance to our laptops.
and customer expectations will only intensify. To Due to the pandemic, many of Mastekeers are
stay relevant in this new world, organisations need working from home and AO VPN helped us to
to improve their speed to market, gain new insights mitigate this risk.
into the way their customers live and want to
- Automation: During the Pandemic situation,
access their services and products, and manage the
we quickly implemented new technologies and
pace of change. Most of all, they’ll need to take
agility in handing increase in number of support
their people with them. And that means equipping
calls was vital. We increased our IT Infrastructure
them for the evolution ahead. At Mastek, we
automation from 12% to 32% to manage the
constantly question what our employees need
peak and handle this surge without increasing
now, and in the future? How can automation
number of IT infrastructure staff.
and AI remove manual, laborious activities from
workloads, and focus people on more challenging, - Adoption of communication channel: Both
more rewarding projects? And how best to build the pandemic and the need for having common
a distinctive, engaging workplace culture, where communication platform between Mastek and
everyone wants to work, and everyone wants to our acquired organization (Evosys) was an urgent
contribute. need of the hour. This was required to facilitate
execution and synergize our development
Responding to the Pandemic environment between organizations. Mastek has
Because of the Covid-19 pandemic, technological implemented Microsoft based communication
change on how people work and the nature of platform to facilitate this.

98 Mastek Limited | Annual Report 2020-21

- Upgradation of Global Network: All Mastek As a participant within the IT services industry,
onsite office networks were upgraded to convert understanding technology is a growing necessity in
them from sales office to development center Mastek. As the entire business world is becoming
networks with IPS, APT and AV. more technological, innovation nurtures our
business, and the adoption and assimilation
- IT Integration and upgradation of Evosys
of technology paves the way for it. We have a
IT Infrastructure: The Company completed
dedicated technology research and innovation
82% of IT Infrastructure and Information security
practice within Mastek which keeps a pace
integration in a record time of 6 months. This has
with the latest technological trends by running
ensured a common IT Infrastructure between the
programmes such as TechSense and TechGalaxy.
organizations, while also upgrading the acquired
They ensure early adoption of technologies both
organisation’s network and information security to
within Mastek to increase efficiency, improve
be in line with requirements of Tier 1 customers.
productivity and to solve the business problems of
Further integration was implemented in our
our customers to drive growth.
People, Processes and Technologies.

Most of Mastek’s home grown intranet

Enhancing Operation Efficiency
applications are deployed on-premises along As the digital transformation partner for many
with Mastek’s ERP. While, the Company’s CRM- of our strategic customers, Mastek has already
Sales, SharePoint, Power BI are hosted on cloud, on boarded many of customers on the journey
integrations were configured between these of hybrid cloud. Around 90% of our customers
systems via online and batch processing. Data-mart already have their workloads migrated into the
was deployed to compile integrated dashboards cloud with the help of Mastek. We are also
and reports on our power BI platform. encouraging our customers and conducting
discovery workshops wherein we review their
existing business processes and inducing
automation into it by the means of various tools,
Research & Development
such as iBPMN and RPA. We have also delivered
Research and Development is important function
AI/ML based solutions to many of our customers
to the Company’s business and technology
for advanced analytics use cases such a fraud
assimilation is an important determinant of
detection. We have also delivered several IOT
the Company’s success. It is also an essential
based solutions for proactive maintenance use
part of our business intelligence process. We
cases to our customers within the manufacturing
consistently invest into various research areas,
domain.
including markets, financial backgrounds,
brands, services, various risks, competitors, Over the years, we have increased our investment
demand drivers and distribution networks. This into various in-house frameworks and accelerators
helps us gain competitive advantage by tracking as well as external platforms that will increase
competition, effectively plan financial outcomes the productivity and help us achieve operational
and investments, understand our customers better, excellence. A key example is the adoption of
co-innovate with them and solve their business Automatix, our automated functional testing
problems by deploying leading technologies. framework. We are in the process of making this
Mastek has a complete research ecosystem platform intelligent by adding AI/ML capabilities
which consists of dedicated in-house practice into it to further improve the testing speed,
for research, external agencies, and business reduce manual intervention and hence increase
networking platforms. productivity in the SDLC and achieve operational
excellence. We have also invested into low code

99
Management Discussion & Analysis

platform and on-boarded it as a part of our Future Plans

strategic hybrid application platform portfolio.
Looking at the future strategic direction of the
Building reusable building blocks, automation
company’s technology research and innovation
and the use of modern technologies have helped
practice, we intend to continue our focus on:
control our operational costs in FY2021. We
will continue to invest into our digital vault, the − Investments - Increasing our investment into
repository of reusable building blocks, accelerators, disruptive and new technologies within our existing
verticals
and new technologies in the coming years to help
us improve productivity and achieve operational − Incremental Innovation – building a dedicated team
within our research and innovation practice who will
excellence.
focus cross-selling our existing innovations across
Mastek and Evosys
FY2021 Achievements
− Increase intrapreneurship in the organization
Some of the key achievements of FY2021 in our
– encouraging every Mastekeer to become an
technology research and innovation practice are intrapreneur by launching various programmes such
the adoption of Intelligent Document Processor, as Blogathon and Tech Talk
Low Code Digital Factory, Digital Vault and − Innovation Lab – adding new innovations into our
Automatix Framework upgrade. Within our innovation lab, continuing our themes of “Idea
technology research and innovation practice, Execution @Speed”, and “Continuous Innovation @
the Company is also focusing on understanding Precision”
innovations in the technologies such as Blockchain, − Co-innovate with the customer and partners through
IOT, AI/ML, Hyper Automation and Cloud. With various programs like Hackathon, Tech Galaxy and
Customer innovation day
increased investments into the technology research
and innovation practice, we are focusing on − Innovation Management Tools – bringing in
incremental innovation in addition to the disruptive innovation management tools to augment our people
and processes
innovation, and in increasing intrapreneurship in
the organization. − Navigate innovation though business networking
platforms – increasing our partner ecosystem
As a practice, we roll out the innovations by our and launch our innovations on global business
networking platforms
technology research and innovation internally
before we take them to our customers. It has
not only helped us to improve such innovations
through internal feedback, but also improve our Internal Control System
operations and increase our productivity. Some
The Company believes that internal control is a
of the areas to name are Hybrid Cloud, Hyper
necessary pre-requisite of governance and that
Automation and Low Code.
freedom should be exercised within a framework
Almost 80% of our workload is in the multi of checks and balances. The Company has a
cloud environment, giving us not only scalability, well-established internal control framework,
resilience, and flexibility, but also helping us which is designed to continuously assess the
to continue our business smoothly during the adequacy, effectiveness and efficiency of financial
pandemic in FY2021. We have also implemented and operational controls. The management is
many of our Hyper Automation innovations committed to ensure an effective internal control
specifically for our finance business unit, which has environment, commensurate with the size and
helped us in improving our productivity by 70%. complexity of the business, which provides an
As an example, the use of BOTS has helped our assurance on compliance with internal policies,
finance resources to be free from their repetitive applicable laws, regulations and protection of
tasks and focusing more time on doing more resources and assets.
constructive work.

100 Mastek Limited | Annual Report 2020-21

As a group, we have presence across multiple Committee of the Board, which stipulates matters
geographies and a large number of employees, contributing to the proper and effective conduct
suppliers and other partners collaborate to provide of audit. As the business expanded with new
solutions to our customer needs. Robust internal acquisitions, the Audit scope has been widened
controls and scalable processes are imperative to include the Internal control framework of
to manage the global scale of operations. The the new entities. The corporate level process
Management has laid down internal financial controls including the ERP framework and
controls to be followed by the Company. We have operating processes are constantly monitored for
adopted policies and procedures for ensuring effectiveness during such Audits.
the orderly and efficient conduct of the business,
The Company’s senior management closely
including adherence to the Company’s policies,
monitors the internal control environment and
the safeguarding of its assets, the prevention and
ensures that the recommendations of the Internal
detection of frauds and errors, the accuracy and
Auditors are effectively implemented. The Audit
completeness of the accounting records, and the
Committee periodically reviews key findings and
timely preparation of reliable financial disclosures.
provides strategic guidance. Internal Auditors
In response to the COVID-19 pandemic, we report directly to the Audit Committee.
initiated our remote working model as a part of
our business continuity plans. This has facilitated
our employees to work remotely/work from home
wherever customer-location deliveries are not
Cautionary Statement
contractually required or waived by customers Statements made in the Management Discussion
during these tough times. The design of our and Analysis Report describing the Company’s
processes allow for such remote execution with objective, projections, estimates, expectations
accessibility to secure data and ensure there are may be forward-looking statements within the
no events that have materially affected or are meaning of applicable laws and regulations, based
reasonably likely to materially affect our internal on beliefs of the management of the Company.
control over financial reporting during the period. Such statements reflect the Company’s current
views with respect to future events and are subject
to risks and uncertainties. Many factors could
Internal Audit cause the actual result to be materially different
from those projected in this report, including
An independent and empowered Internal Audit among others, changes in the general economic
Firm at the corporate level carries out risk-focused and business conditions affecting the segment in
audits across all businesses (both in India and which the Company operates, changes in business
overseas), to ensure that business process controls strategy, changes in interest rates, inflation,
are adequate and are functioning effectively. deflation, foreign exchange rates, competition in
These audits include reviewing finance, operations, the industry, changes in Governmental regulations,
safeguarding of assets and compliance related tax laws and other Statutes & other incidental
controls. factors. The Company does not undertake any
obligation to publicly update any forward-
Areas requiring specialised knowledge are
looking statements, whether as a result of new
reviewed in partnership with external subject
information, future events or otherwise.
matter experts.

The Internal Audit’s functioning is governed by

the Audit Charter, duly approved by the Audit

101
102 Mastek Limited | Annual Report 2020-21
A Resilient Future: Driven by
Humane@Work

Financial Highlights at a Glance

Directors’ Report

103
FINANCIAL HIGHLIGHTS - AT A GLANCE

(` in Lakhs, except EPS and Ratios)

Particulars / Financial Year 2020-21 2019-20 2018-19 2017-18

Total Income 174,977 111,278 105,799 83,820

Operational Revenue 172,186 107,148 103,321 81,721

EBITDA (Including other income) 39,238 19,666 15,632 12,065

EBIT 34,743 17,177 13,897 10,189

Net Profit 25,175 11,381 10,147 6,996

EPS- Basic (`) 84.9 45.2 42.6 29.7

EPS- Diluted (`) 81.9 42.9 40.3 28.1

Dividend Per Share (`) * 14.5 8.0 8.5 6.0

Revenue Growth (%) 60.7 3.7 26.4 45.9

Net Profit Margin (%) 14.4 10.2 9.6 8.3

EBITDA Margin (%) 22.4 17.7 14.8 14.4

Return on Equity (%) 25.6 14.6 16.0 13.7

Debt / Equity Ratio 0.3 0.4 0.1 0.1

Current Ratio 1.9 1.8 2.9 2.3

Debtors Turnover (No. of days) 75 81 72 67

Operating Cashflows 28,715 18,447 7,507 6,488

Current Investments and Cash and bank balances 80,543 37,473 20,735 20,572

Price Earning Multiple 14 4 10 18

Group Employees as at the year end (No.) 3,792 3,404 2,069 2,058

Offshore (No.) 2,674 2,229 1,264 1,327

Onsite (No.) 1,118 1,175 805 731

*Subject to approval of Members at the ensuing Annual General Meeting.

104 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

Dear Members,

Your Company’s Board of Directors (“Board”) is pleased to present the 39th Annual Report of Mastek Limited
(“Mastek” or “the Company” or “Your Company”) on the business and operations together with the Audited Financial
Statements (Consolidated and Standalone) for the Financial Year ended March 31, 2021.

In compliance with the applicable provisions of Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) thereof, for time being in force) (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), this Report covers the financial results and other developments during
the Financial Year ended March 31, 2021 and up to the date of the Board Meeting held on April 28, 2021 to approve this
Report.

1. HIGHLIGHT OF COMPANY’S FINANCIAL RESULTS

Highlight of Company’s Financial Results (Consolidated and Standalone) for the Financial Year ended March 31,
2021, compared to the previous Financial Year are summarised below:

(` in Lakhs)
Summarised Profit and Loss Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Revenue from operations 172,186 107,148 18,714 16,344
Other income 2,791 4,130 3,487 4,886
Total Income 174,977 111,278 22,201 21,230
Expenses 135,739 91,612 16,968 16,006
Depreciation and amortisation expenses 4,495 2,489 1,079 1,113
Finance costs 810 362 58 45
Exceptional items - (loss) / gain - (2,407) (700) (683)
Profit Before Tax 33,933 14,408 3,396 3,383
Tax expense 8,758 3,027 1,750 638
Profit After Tax 25,175 11,381 1,646 2,745
Other comprehensive income 13,709 767 (313) 152
Total Comprehensive Income 38,884 12,148 1,333 2,897
Attributable to Equity Holders 38,884 12,148 1,333 2,897
Dividend (1,362) (3,139) (1,362) (3,139)
Dividend Distribution Tax - (10) - (10)
EPS (in `)
- Basic 84.92 45.21 6.67 11.40
- Diluted 81.88 42.93 6.44 10.82
N ote: The above figures are extracted from the Consolidated and Standalone Financial Statements which have

been prepared in compliance with the Indian Accounting Standards (Ind AS) and it complies with all aspects of
the Ind AS notified under Section 133 of the Act read with [Companies (Indian Accounting Standards) Rules, 2015
(amended)] and other relevant provisions thereof. There are no material departures from the prescribed norms
stipulated by the Accounting Standards in preparation of the Annual Accounts. Accounting policies have been
consistently applied, except where a newly issued Accounting Standard, if initially adopted or a revision to an existing
Accounting Standard required a change in the Accounting Policy hitherto in use. Management evaluates all recently
issued or revised Accounting Standards on an ongoing basis. The Company discloses Consolidated and Standalone
Financial Results on a quarterly basis, which are subject to limited review and publishes Consolidated and Standalone
Audited Financial Results on an annual basis.

105
DIRECTORS’ REPORT

2. OVERVIEW OF COMPANY’S OVERALL FINANCIAL PERFORMANCE

• Mastek Operations
On a Consolidated basis, the Group registered revenue from operations of ` 172,186 lakhs for the year ended
March 31, 2021 (as compared to ` 107,148 lakhs in the previous year ended March 31, 2020), which is an
increase of 60.7%. The Group registered a Net Profit of ` 25,175 lakhs for the year ended March 31, 2021
(as compared to ` 11,381 lakhs in the previous year ended March 31, 2020), thereby registering an increase
of 121.2%. Further details are included in notes to the Accounts of Consolidated Financial Statement, which
forms part of this Annual report.

On a Standalone basis, Mastek registered revenue from operations of ` 18,714 lakhs for the year ended March
31, 2021 (as compared to ` 16,344 lakhs in the previous year ended March 31, 2020). Mastek also made a
Net profit of ` 1,646 lakhs for the year ended March 31, 2021 (as compared to Net Profit of ` 2,745 lakhs in
the previous year ended March 31, 2020). Further details are included in notes to the Accounts of Standalone
Financial Statement, which forms part of this Annual report.

The Financial Statements of the Company have been prepared based on the Audited Financial Statements of
the Company and Audited Financial Statements of its Subsidiaries, which have been reviewed by the Statutory
Auditors of the Company. The Company discloses Consolidated and Standalone Financial Results on a quarterly
basis, which are subject to limited review, and publishes Audited Financial Results (both Consolidated and
Standalone) on an annual basis. In accordance with the provisions contained in Section 136 of the Act, the
Annual Report of the Company, containing therein its Consolidated and Standalone Financial Statements are
made available on the website of the Company at web link https://www.mastek.com/financial-information.

Further, a detailed analysis of Company’s performance is included in the Management Discussion and Analysis
Section, which forms part of this Annual Report.

• Break-up of the Operating Revenue by Geographies

Geographies Year ended March 31, 2021 Year ended March 31, 2020
` in Lakhs % of Revenue ` in Lakhs % of Revenue
UK & Europe 116,089 67.4% 77,240 72.1%
North America 28,755 16.7% 24,886 23.2%
Middle East 18,948 11.0% 2,354 2.2%
Rest of the World 8,394 4.9% 2,668 2.5%
Total 172,186 100.0% 107,148 100.0%

The operations by UK & Europe geographies contributed ` 116,089 lakhs in total operating revenue for the
year ended March 31, 2021 (as compared to ` 77,240 lakhs in the previous year ended March 31, 2020),
resulting in a growth of 50.30%.

The operations by North America geography contributed ` 28,755 lakhs in revenue for the year ended March
31, 2021 (as compared to ` 24,886 lakhs in the previous year ended March 31, 2020), resulting in an increase
of 15.55%.

The operations by Middle East geography contributed ` 18,948 lakhs in total operating revenue for the year
ended March 31, 2021 (as compared to ` 2,354 lakhs in the previous year ended March 31, 2020), resulting
in an increase of 704.93%.

Revenue of Rest of the World geographies i.e., India & Asia Pacific are ` 8,394 lakhs for the year ended March
31, 2021 (as compared to ` 2,668 lakhs in the previous year ended March 31, 2020), resulting in a growth of
214.62%.

106 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

• Break-up of the Revenue by Service Lines

Service Lines Year ended March 31, 2021 Year ended March 31, 2020
` in Lakhs % of Revenue ` in Lakhs % of Revenue
Application Development 67,792 39.4 47,306 44.2
ERP & Cloud Migration 60,132 34.9 8,694 8.1
Application Support & Maintenance 17,561 10.2 17,495 16.3
Digital Commerce 17,357 10.0 22,453 21.0
BI & Analytics 6,635 3.9 8,230 7.6
Assurance & Testing 2,709 1.6 2,970 2.8
Total 172,186 100.0 107,148 100.0

• Break-up of the Revenue by Customer Segments

Customer Segments Year ended March 31, 2021 Year ended March 31, 2020
` in Lakhs % of Revenue ` in Lakhs % of Revenue
Government 57,435 33.3 33,918 31.6
Healthcare 38,354 22.3 13,038 12.2
Retail Services 29,314 17.0 33,935 31.7
Financial Services 20,089 11.7 17,344 16.2
Others 26,994 15.7 8,913 8.3
Total 172,186 100.0 107,148 100.0

PROFITABILITY
For the year ended March 31, 2021, the Group the Company, which have occurred from the end
earned a profit of ` 25,175 lakhs (as compared to of the Financial Year of the Company to which
` 11,381 lakhs in the previous year ended March the Financial Statements relate till the date of this
31, 2020). The profits for the year ended March Report.
31, 2021 witnessed growth mainly on account of
the following: There has been no change in the nature of business
of your Company.
a. Full year impact of Evosys acquisition;

b. Savings driven by travel, marketing and other

4. DIVIDEND (RETURNS TO
associated cost due to pandemic related INVESTORS)
restrictions; The Company has a robust track record of rewarding
its Members with a generous dividend pay-out
c. 
Productivity and other operational
(both Interim and Final). Based on Company’s
improvements;
financial performance, the Board of Directors, at its
d. 
Profitable growth across geographies and Meeting held on April 28, 2021 has recommended
accounts and; payment of a Final Dividend of ` 9 per Equity Share
(face value of ` 5 each) i.e. @ 180% subject to
e. Better management of variable cost structure approval of the Members at the ensuing 39th
and profitability levers. Annual General Meeting. The Final Dividend
recommended, if approved by the Members, will
3. MATERIAL CHANGES AND be paid to Members within the period stipulated by
the Act.
COMMITMENTS AND
CHANGE IN NATURE OF
BUSINESS
There have been no material changes and
commitments, affecting the financial position of

107
DIRECTORS’ REPORT

Dividend Financial Year Financial Year

2020-21 2019-20
a. Interim Dividend
Month and Year of Declaration October 2020 October 2019 March 2020
Amount of Dividend Per Equity Share of ` 5 each ` 5.50 ` 3.00 ` 5.00
% of Dividend 110% 60% 100%
Total Dividend (Amt. in ` lakhs) ` 1,361.72 ` 731.12 ` 1,214.47
b. Final Dividend
Month and Year of Declaration April 2021 The Interim Dividend paid were
together declared as Final Dividend
Amount of Dividend Per Equity Share of ` 5 each ` 9.00 ` 8.00
% of Dividend 180% 160%

Dividend Distribution Policy

The Board of Directors at its Meeting held on April The web link to find out the detailed list of equity
28, 2021 approved and adopted the Dividend shares / dividends transferred to IEPF Authority
Distribution Policy to determine the distribution of is available on the website of the Company at
dividends in accordance with the provisions of the https://www.mastek.com/investor-information as
applicable laws. The policy is separately provided
mandated by Ministry of Corporate Affairs.
as “Annexure 1” forming an integral part of this
Report and is also uploaded on the website of the Any person claiming to be entitled to the unpaid
Company at www.mastek.com
/ unclaimed amount and concerned shares
transferred to IEPF, may apply to the IEPF Authority
5. TRANSFER OF UNCLAIMED by submitting an online application in Form No.
DIVIDEND AMOUNT AND IEPF - 5 available on the website www.iepf.gov.in,
along with the fee specified by the IEPF Authority.
CONCERNED SHARES TO The claimant can file only one consolidated claim in
INVESTOR EDUCATION a Financial Year as per the IEPF rules. All corporate
benefits accruing on such shares viz. bonus shares,
AND PROTECTION FUND etc. including dividend shall be credited to IEPF
AUTHORITY Authority.
As required under the provisions of Section
125 and other applicable provisions of the Act, The details of the unpaid / unclaimed dividend
dividends that remain unpaid / unclaimed for a amount which will be transferred to IEPF Authority
period of consecutive 7 years, are required to be in the current year and subsequent years are given
transferred to the account administered by the in the Corporate Governance Report, which forms
Central Government viz. Investor Education and part of this Annual Report.
Protection Fund (“IEPF”). Further, according to the
said Rules, the shares on which dividend has not The Company sends specific advance
been encashed or claimed by the Members for 7 communication to the concerned Members at their
consecutive years or more shall also be transferred registered addresses available with the Company
to the demat account of the IEPF Authority. and also publishes notice in the newspapers
providing the general details of such unpaid /
During the year under review, pursuant to the
unclaimed dividend and concerned shares due for
provisions of Section 124 (5) of the Act, Final
Dividend for the Financial Year 2012-13 amounting transfer, so as to enable them to take appropriate
to ` 560,175 and Interim Dividend for the Financial and timely action.
Year 2013-14 amounting to ` 308,695 which
remained unclaimed for a period of 7 years, 6. TRANSFER TO GENERAL
from the date it was lying in the unpaid dividend
account, has been transferred by the Company to
RESERVES
the IEPF Authority and the concerned shares for There was no amount from profit, which was
the Financial Year 2012-13 aggregating to 16,922 transferred to General Reserves during the year
equity shares and for the Financial Year 2013-14 under review.
aggregating to 1,335 equity shares have also been
transferred to IEPF Authority.

108 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

7. MANAGEMENT DISCUSSION 8. CREDIT RATING

AND ANALYSIS The Company’s financial discipline is reflected
In terms of provisions of Regulation 34(2) of in the strong credit rating ascribed to it by ICRA
the SEBI Listing Regulations, a detailed review Limited, Reputed Credit Rating Agency. During the
of the operations, performance and outlook year under review the following ratings ascribed
of the Company and its business is given in the by ICRA Limited reflects that the Company has
Management Discussion and Analysis, which is serviced its financial obligations on time.
presented in a separate section forming part of this
Annual Report.

Type of Facilities [ICRA] Ratings

Rating / Outlook Rating Action
Fund-based Limits [ICRA]AA- Upgraded from [ICRA]
(Stable) A+ (Stable)
Non-Fund Based Limits [ICRA]A1+ Reaffirmed
Fund-based / Non-Fund based limits [ICRA]AA- Long-term rating
(Stable) / [ICRA] Upgraded and Short-
A1+ term rating Reaffirmed

9. EMPLOYEE STOCK OPTION

PLANS
The Company has 3 ongoing Employee Stock d. 
Gaining long term commitment towards
Option Plans (ESOPs) at present. The Members by value creation in the Company.
way of Postal Ballot on March 20, 2009 approved
ESOP Plan V, in the Annual General Meeting held The Nomination and Remuneration Committee of the
on October 01, 2010 approved the ESOP Plan VI Company, inter-alia, administers and monitors ESOPs,
and in the Annual General Meeting held on July implemented by the Company in accordance with
17, 2013 approved the ESOP Plan VII for issuance the provisions of the Act and the SEBI (Share Based
of the Employee Stock Options (‘’Options’’) to the Employee Benefits) Regulations, 2014, as amended.
eligible employees of the Company. The First four During the year under review, the Company had
plans I to IV, have been closed by the Company. granted 267,160 Options to its selected employees.
The Company has not introduced any new plan
The Key Objectives of Company’s ongoing ESOPs during the year under review.
among other things are to:
During the year under review, there were no
a. 
reward the key employees for their material changes in the ESOPs of the Company.
performance and to motivate them to The Plans are in compliance with the SEBI (Share
contribute to the growth and profitability of Based Employee Benefits) Regulations, 2014. The
the Company; yearly disclosure requirement as per Regulation
14 of SEBI (Share Based Employee Benefits)
b. retention of Senior Management, and key Regulations, 2014 read with SEBI circular no. CIR/
and niche skilled employees; CFD/POLICY CELL/2/2015 dated June 16, 2015, for
the aforesaid ESOPs is annexed as “Annexure 2”
c. Instilling Entrepreneurship (taking the right
to this report, in respect of the year ended March
risks) and Ownership; and
31, 2021.

109
DIRECTORS’ REPORT

Further, a certificate from M/s. Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors of the
Company, with respect to implementation of ESOPs in compliance with the Act, SEBI (Share Based Employee
Benefits) Regulations, 2014 and the Members’ approvals, will be obtained and shall be available for inspection by
the Members. The Members desiring inspection may write at investor_grievances@mastek.com.

10. INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE

CAPITAL
During the year, the Company had issued and allotted 943,417 number of Equity Shares of face value of ` 5 each
for a total nominal value of ` 4,717,085 under various Employee Stock Option Plans to the eligible employees who
exercised their vested Employee Stock Options. These Equity Shares rank pari passu in all respects with the existing
Equity Shares of the Company.
The movement of Share Capital during the year was as under:
Particulars No. of shares Cumulative outstanding Cumulative outstanding
issued and No. of shares of face Total share capital
allotted value ` 5 each
Share Capital at the beginning of - 24,289,472 121,447,360
the year, i.e. as on April 1, 2020
Allotment of shares to Employees
pursuant to exercise of options
granted under Employee Stock Option
Plans on –
1. June 12, 2020 148,613 24,438,085 122,190,425
2. July 29, 2020 33,089 24,471,174 122,355,870
3. September 03, 2020 72,952 24,544,126 122,720,630
4. October 26, 2020 172,414 24,716,540 123,582,700
5. October 29, 2020 42,000 24,758,540 123,792,700
6. December 17, 2020 174,713 24,933,253 124,666,265
7. January 29, 2021 159,322 25,092,575 125,462,875
8. March 06, 2021 140,314 25,232,889 126,164,445
Share Capital at the end of the - 25,232,889 126,164,445
year, i.e. as on March 31, 2021

Your Company is listed with the BSE Limited and As per Section 129(3) of the Act, read with Rule
National Stock Exchange of India Limited and 5 of the Companies (Accounts) Rules, 2014, the
the Company has not issued any Equity Shares Company has prepared its consolidated financial
with differential rights as to dividend, voting statements covering all its Subsidiaries (including
or otherwise and shares are actively traded on Evosys Group Companies acquired through
aforementioned Exchanges and have not been Business Transfer Agreement and under ongoing
suspended from trading. Also, Share Capital Audit Scheme of Arrangement), which contains a list
as per the SEBI Listing Regulations is conducted on of all the Subsidiaries of the Company as on
a quarterly basis by Mr. Prashant Mehta, Proprietor March 31, 2021, and forms a part of this Annual
of P. Mehta & Associates, Practising Company Report and a statement containing salient features
Secretaries. The Share Capital Audit Reports are of the financial statements of the Subsidiaries
duly forwarded to Exchanges where the Equity and their contribution to overall performance
Shares of the Company are listed. of the Company in Form AOC-1 is annexed as
“Annexure 3” to this Report.
11. SUBSIDIARY COMPANIES
Further, pursuant to the provisions of Section
As on March 31, 2021, the Company has 21 136(1) of the Act, the financial statements of the
Subsidiary Companies. Company, consolidated financial statements along

110 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

with relevant documents and separate audited Omnibus approvals are given by the Audit
financial statements in respect of Subsidiaries, are Committee for the transactions, which are
available on the website of the Company https:// foreseen and are repetitive in nature on yearly
www.mastek.com and the same are also available basis. A statement of all Related Party Transactions
for inspection by the Members. Due to COVID-19 is presented before the Audit Committee and the
pandemic, the Company shall not be printing Board on a quarterly basis, specifying the nature,
the Annual Reports, the Members are therefore value and terms and conditions of the transactions.
requested to download the same from the website The said transactions were unanimously approved
of the Company, as mentioned above. by the Audit Committee as well as by the Board.

There has been no material change in the nature of None of the transactions with the Related Parties
the business of any of Company’s Subsidiaries. fall under the scope of Section 188 (1) of the Act.
The details of Related Party Transactions pursuant
12. MATERIAL SUBSIDIARIES to Section 134(h) of the Act read with Rule 8 of
Your Company has earlier approved a Policy for the Companies (Accounts) Rules, 2014, are given
determining Material Subsidiaries and the same in Form AOC-2 is annexed as “Annexure 4” to
is uploaded on the Company’s website which can this Report.
be accessed using the link https://www.mastek. In compliance with the requirements of the SEBI
com/corporate-governance. In terms of this Listing Regulations, the Company has in place a
Policy, Mastek (UK) Limited and Trans American Policy on Related Party Transactions and the same
Information Systems Inc. were the two Material is uploaded on the Company’s website which can
Subsidiaries of the Company during the year under be accessed using the link https://www.mastek.
review. However, Evolutionary Systems Company com/ corporate-governance.
Limited, a UK entity has also become the Material
Subsidiary during the Financial Year 2021-22. The
Company has already appointed its Independent
14. PARTICULARS OF LOANS,
Director (ID) on the Board of two Companies and GUARANTEES AND
will be appointing ID on the Board of Evolutionary INVESTMENTS
Systems Company Limited, UK entity during the
The particulars of loans given, guarantees given and
year. Further, Company periodically reviews all
investments made by the Company during the year
the major decisions and Board minutes of all the
under review and as covered under the provisions
Subsidiary Companies.
of Section 186 of the Act, have been disclosed in
the notes to the standalone financial statements
13. RELATED PARTY forming part of the Annual Report. In compliance
TRANSACTIONS with the provisions of the Act, there were no loans
During the year under review, the Company has given by the Company during the year. Further,
not entered into any material transactions with the Company has provided a guarantee and also
Related Parties (except with its Subsidiaries, which security / charge / mortgage over its properties as
are exempt for the purpose of Section 188(1) of a Security for loan facilities availed by its Wholly
the Act). As defined under Section 2(76) of the Owned Subsidiary.
Act, read with Companies (Specification and
Definitions Details) Rules, 2014, all of the Related 15. BOARD OF DIRECTORS
Party Transactions entered into were in Ordinary During the year there was sudden demise of one
course of business and on an arm’s length basis of the founder member and Vice - Chairman &
and in compliance with the applicable provisions of Managing Director, Mr. Sudhakar Ram, following
the Act and the SEBI Listing Regulations. There are a brief illness on November 08, 2020. Mr. Ram
no materially significant Related Party Transactions was one of the Co-founders & Director and played
made by the Company with its Promoters, Directors crucial leadership roles through his 35 years of long
or Key Managerial Personnel, etc., which may have career at Mastek and its Group entities. Mr. Ram
potential conflict with the interest of the Company was on the Board of the Company since 1985 and
at large. the Company has immensely benefitted from his
vision and leadership during his tenure. Mr. Ram’s

111
DIRECTORS’ REPORT

sudden and unexpected passing away will be an Based on the confirmations / declarations
irreparable loss to the Company. Board wishes to received from the Independent Directors,
place on record its sincere appreciation for the your Board of Directors confirms that they
services rendered by Mr. Ram during his 35 years of are independent of management, are persons
tenure. of integrity, possesses relevant expertise and
vast experience and brings an independent
Board’s Composition and Independence judgement on the Board’s discussions (including
• Board’s Composition the proficiency) of the Independent Directors
The Company has a diverse Board of Directors of the Company. Accordingly, the following
which believes in good Corporate Governance Non - Executive Directors are Independent of
Practices. The Composition of the Board of the Management:
Directors is in accordance with the provisions
a. Mr. S. Sandilya
of Section 149 of the Act and Regulation 17 of
the SEBI Listing Regulations, with an optimum b. Ms. Priti Rao
combination of Executive, Non - Executive and
Independent Directors. c. Mr. Atul Kanagat and;

As on the date of this Annual Report, the d. Mr. Rajeev Grover

Board of Directors of the Company consists
of 6 (six) Members, out of which there are None of the Directors of the Company are
4 (four) Independent Directors including 1 disqualified for being appointed as Directors as
(one) Woman Director. There is 1 (one) Non specified in Section 164(2) of the Act read with
- Executive Director and 1 (one) Executive Rule 14(1) of the Companies (Appointment and
Director who are also the Promoters of the Qualification of Directors) Rules, 2014. As per
Company. The Company has Non - Executive regulatory requirements, all the Independent
Independent Director as Chairman. Directors have registered their names in the
Independent Directors’ Databank, pursuant to
• Independent Directors and their provisions of the Act and rules made thereunder
Declarations and meet the criteria.
During the year under review, the Members
There has been no change in the circumstances
at 37th Annual General Meeting held on July
23, 2019, approved the re-appointments of affecting their status as Independent Directors
Mr. S. Sandilya (DIN: 00037542), Ms. Priti Rao of the Company.
(DIN: 03352049) and Mr. Atul Kanagat (DIN:
06452489) for their second term and approved • Non-Independent Director - Director
appointment of Mr. Rajeev Grover (DIN: Retiring By Rotation
00058165) at its 38th Annual General Meeting In accordance with the provisions of Section
held on October 29, 2020 as an Independent 152 and other applicable provisions, if any,
Director of the Company for his first term, of the Act and pursuant to the Articles of
pursuant to the provisions of the Act and the Association of the Company, Mr. Ashank Desai
SEBI Listing Regulations. (DIN: 00017767) is liable to retire by rotation
at the ensuing Annual General Meeting
Definition of ‘Independence’ of Directors is and being eligible has offered himself for
derived from Regulation 16 of the SEBI Listing re-appointment. In the opinion of your
Regulations and Section 149(6) of the Act. The Directors, Mr. Desai possesses requisite
Company has received necessary declarations qualifications and experience and therefore,
under Section 149(7) of the Act and Regulation your Directors recommend that the proposed
25(8) of the SEBI Listing Regulations, from resolutions relating to the re-appointment of
the Independent Directors stating that they Mr. Desai. Accordingly, the re-appointment
meet the prescribed criteria for independence. of Mr. Ashank Desai is being placed for the
All Independent Directors have affirmed approval of the Members at the ensuing Annual
compliance to the Code of Conduct for General Meeting. A brief profile of Mr. Ashank
Independent Directors as prescribed in Schedule Desai along with other related information
IV to the Act. List of key skills, expertise and forms part of the Notice convening the ensuing
core competencies of the Board forms part of Annual General Meeting.
this Annual Report.

112 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

• New Appointment of Director during 16. BOARD EFFECTIVENESS

the year under review
• Performance Evaluation
The Members of the Board upon
In compliance with the relevant provisions of the
recommendation of the Nomination and
Act, read with the Rules made thereunder and
Remuneration Committee, appointed
the SEBI Listing Regulations, the Performance
Mr. Ketan Mehta (DIN: 00129188) as an
Evaluation of the Board as a whole, its specified
Additional Director (Non - Executive and Non -
Statutory Committees, the Chairman of the
Independent) on December 29, 2020 subject to
Board and the individual Directors was carried
approval of the Members at the ensuing 39th
out for the year under review. The manner in
Annual General Meeting of the Company. In
which the Performance Evaluation was carried
terms of Section 161 of the Act, Mr. Mehta
out and the outcome of the evaluation are
holds office up to the date of ensuing Annual
explained in the Corporate Governance Report,
General Meeting. A brief profile of Mr. Mehta
which forms part of this Annual report.
along with other related information forms part
of the Notice convening the ensuing Annual • Annual evaluation by the Board
General Meeting. Accordingly, the Board of
During the year, the Board carried out an
Directors recommends his appointment to the
Annual Evaluation of its performance as well
Members of the Company. Mr. Ketan Mehta
as of the working of its Committees and
co-founded Mastek in 1982 and served as a
individual Directors, including the Chairman
member of the Board of Directors of Mastek
of the Board. This exercise was carried out
until June 01, 2015 after which he focused
through a structured questionnaire prepared
exclusively on the business of Majesco Limited.
separately for the Board, Committees,
• Appointment and Remuneration Chairman and individual Directors. The
payable to Mr. Ashank Desai (DIN: Chairman’s Performance Evaluation was carried
00017767) as Vice - Chairman & out by Independent Directors at a separate
Managing Director meeting. The parameters assessed included
various aspects of the Board’s functioning
Due to sudden demise of Mr. Sudhakar Ram, the
such as: effectiveness, meetings, quantum and
Members of the Board upon recommendation of
timeliness of the information flow between
the Nomination and Remuneration Committee,
Board members and management, Board
appointed Mr. Ashank Desai as Vice - Chairman
member participation, quality and transparency
& Managing Director for a period of 5 (five) years
of Board discussions, time devoted by the Board
i.e. from November 08, 2020 to November 07,
to strategy, performance and risk issues, Board
2025 and fixed the Renumeration subject to
composition and understanding of roles and
approval of the Members at the ensuing 39th
responsibilities, succession and evaluation, and
Annual General Meeting of the Company.
possession of required experience and expertise
Mr. Ashank Desai has been associated as a by Board members.
Co-founder and Director since inception of
The performance of the Committees was
the Company. During his earlier stint with
evaluated on the basis of their effectiveness in
the Company he had occupied the position
carrying out their respective mandates.
of Chairman & Managing Director of the
Company. A brief profile of Mr. Ashank Desai Peer assessment of Directors, based on
along with other related information forms part parameters such as participation and
of the Notice convening the ensuing Annual contribution to Board deliberations, ability to
General Meeting. Accordingly, the Board of guide the Company in key matters, knowledge
Directors recommends his Appointment and and understanding of relevant areas, team
the Remuneration payable to the Members of attitude and initiative was reviewed by the
the Company for their approval. Board for individual feedback.

113
DIRECTORS’ REPORT

During the year, Company actioned the per the criteria prescribed under the provisions
feedback from the Board evaluation process of the Act and the rules made thereunder and
conducted in Financial Year 2020-21. Agenda SEBI Listing Regulations.
was reorganised to allow for longer time for
discussion on strategy and business matters, The Company has formulated a “Code of
streamlining of content and briefing on Conduct for the Board of Directors”. The
confirmation of compliance of the same is
compliance submissions, sharper business
obtained from all the Board members on an
presentations with executive summaries and
annual basis. All Board members have given
focus on strategy reviews. Dedicated time was
their confirmation of compliance for the year
reserved for Board feedback on the agenda.
under review. A declaration duly signed by
Board interaction between meetings was
Vice - Chairman & Managing Director is given
stepped up through Board calls on various under Corporate Governance Report, which
topics. Specific items were added in the Board forms part of this Annual Report. The Code of
planning for reviews, such as succession and Conduct for Board of Directors is also posted on
review of long term investments / initiatives, the website of the Company at web link https://
which were covered during the year. Scheduling www.mastek.com/corporategovernance.
of meetings improved to allow sufficient
discussion time for quarterly performance 17. MEETINGS OF THE BOARD OF
reviews during regular quarterly cycles.
DIRECTORS
• Familiarisation Programme The Board of Directors met 7 (seven) times during
The Company has conducted Familiarisation the year ended March 31, 2021. The details of the
Programme for the Directors / Independent Board Meetings and the attendance of the Directors
Directors of the Company covering the matters there at, are provided in the Corporate Governance
as specified in Regulation 25(7) of the SEBI Report, which forms part of this Annual report. The
Listing Regulations. The details of the training maximum interval between any 2 (two) meetings
and Familiarisation Programme conducted by did not exceed 120 (one hundred and twenty) days
the Company are hosted on the Company’s as prescribed in the Act.
website under the web link https://www. As per Schedule IV of the Act, Secretarial
mastek.com/corporate-governance. The details Standards-1 on Board Meetings (‘SS-1’) and SEBI
of the induction and Familiarisation Programme Listing Regulations, during the year under review,
for the Directors are given in the Corporate 1 (one) Meeting of the Independent Directors was
Governance Report, which forms part of this held in the month of July 2020.
Annual Report.
18. COMMITTEES OF THE BOARD
• Code of Conduct on Directors’ The Board of Directors have constituted the
Appointment and Remuneration following Committees:
The Nomination and Remuneration Committee
of the Company formulates the criteria a. Audit Committee
for determining the qualifications, positive
b. Nomination and Remuneration Committee
attributes and independence of Directors
in terms of its charter. In evaluating the c. Stakeholders Relationship Committee
suitability of individual Board members, the
Committee takes into account factors such d. Corporate Social Responsibility Committee,
as educational and professional background, and
general understanding of the Company’s e. Risk Management & Governance Committee
business dynamics, standing in the profession, (Name changed effective April 01, 2021)
personal and professional ethics, integrity and
values, willingness to devote sufficient time The detailed information of the Committees
and energy in carrying out their duties and along with their composition, charter, number of
responsibilities effectively. The Committee also meetings held during the year under review and
assesses the independence of Directors at the their attendance at the meetings held during the
time of their appointment / re-appointment as year under review are provided in the Corporate
Governance Report.

114 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

19. Key Managerial Personnel c. To ensure proper composition of Board of

Directors and Board diversity;
Pursuant to the provisions of Sections 2(51)
and 203 of the Act read with the Companies d. To ensure that level and composition of
(Appointment and Remuneration of Managerial remuneration is reasonable and sufficient to
Personnel) Rules, 2014 (as amended from time to attract, retain and motivate Key Managerial
time), the following persons are acting as the Key Personnel and Senior Managerial Personnel and
Managerial Personnel (KMP) of the Company: their remuneration involves a balance between
fixed and incentive pay reflecting short and
a. 
Vice - Chairman & Managing Director
long-term performance objectives appropriate
(& Interim Group CEO) – Mr. Ashank Desai
to Company’s working and its goals.
b. Company Secretary - Mr. Dinesh Kalani
Additionally, the Board has, on the recommendation
Pursuant to Rule 8(5)(iii) of the Companies of Nomination and Remuneration Committee,
(Accounts) Rules, 2014, the following changes reviewed the list of core skills / expertise /
occurred in KMP during the year under review: competencies required from the Directors in the
context of Company’s business and sector for it to
Mr. Abhishek Singh, Group Chief Financial Officer
function effectively.
of the Company, moved into a business role to
take Mastek to newer heights. Consequently, he Please refer the Notes to Accounts and Corporate
used to be a KMP as defined in the Act and SEBI Governance Section for the details on Remuneration
Listing Regulations upto November 30, 2020.
of Directors and Key Managerial Personnel.
Further, upon sudden demise of Mr. Sudhakar Ram
on November 08, 2020, Mr. Ashank Desai was
appointed as a Vice Chairman & Managing Director 21. STATUTORY AUDITORS AND
on the Board of the Company w.e.f. November THEIR REPORT
08, 2020 subject to approval of Members at the
ensuing Annual General Meeting. Except these, Statutory Auditors
there were no other change in the composition of Pursuant to the provisions of Section 139 of the
KMP during the year under review. Act, and rules made thereunder, M/s. Walker
Chandiok & Co. LLP, Chartered Accountants (ICAI
20. COMPANY’S POLICY Firm Registration Number 001076N / N500013)
were appointed as the Statutory Auditors of the
ON NOMINATION AND Company to hold office for a term of 5 (five)
REMUNERATION consecutive years from the conclusion of the 35th
Nomination and Remuneration Committee (’NRC’) Annual General Meeting (AGM) held on June 22,
has formulated a Nomination and Remuneration 2017 until the conclusion of the 40th AGM of the
Policy laying out role of NRC, Policy on Director’s Company to be held in the year 2022.
Appointment and Remuneration including
recommendation of remuneration of the Key M/s. Walker Chandiok & Co. LLP has confirmed
Managerial Personnel and Senior Managerial their eligibility and given their consent under
Personnel and the criteria for determining Sections 139 and 141 of the Act and the
qualifications, positive attributes and independence Companies (Audit and Auditors) Rules, 2014 for
of a Director. The Policy is available at the website their continuance as the Statutory Auditors of the
of the Company at web link https://www.mastek. Company for the Financial Year 2021–2022. In
com/corporate-governance. terms of the SEBI Listing Regulations, the Auditors
have also confirmed that they subject themselves
Some of the salient features of which are as to the peer review process of Institute of Chartered
follows:
Accountants of India (ICAI) and hold a valid
a. To regulate the appointment and remuneration certificate issued by the Peer Review Board of the
of Directors, Key Managerial Personnel and the ICAI.
Senior Managerial Personnel;
Report of Statutory Auditors
b. To identify persons who are qualified to become M/s. Walker Chandiok & Co LLP, Chartered
Directors as per the criteria / skill matrix Accountants, have submitted their Report on
identified by the Board; the Financial Statements of the Company for

115
DIRECTORS’ REPORT

the Financial Year 2020-21, which forms part of value. The detailed information pertaining to Risk
this Annual Report. There were no observations Management is given under the Management
(including any qualification, reservation, adverse Discussion and Analysis Section which forms part
remark or disclaimer) of the Auditors in the of this Annual Report.
Audit Reports issued by them which call for any
explanation from the Board of Directors and they 24. INTERNAL CONTROL
also did not report any incident of fraud to the
Audit Committee of the Company during the year SYSTEMS
under review. Internal Financial Controls over Financial
Reporting
22. SECRETARIAL AUDITORS AND The Company believes that internal control is a
necessary pre-requisite of governance and that
THEIR REPORT freedom should be exercised within a framework
Pursuant to Section 204 of the Act and Rules made of checks and balances. The Company has a
thereunder, Mr. Prashant S. Mehta, Proprietor well-established internal control framework,
of P. Mehta & Associates, Practising Company which is designed to continuously assess the
Secretaries, were appointed as Secretarial Auditors adequacy, effectiveness and efficiency of financial
of the Company for the Financial Year 2020–21 and operational controls. The management is
to conduct the Secretarial Audit and issue the committed to ensure an effective internal control
Secretarial Audit Report in Form MR-3. The report environment, commensurate with the size and
of the Secretarial Auditors for the Financial Year complexity of the business, which provides an
under review is annexed as “Annexure 5” to this assurance on compliance with internal policies,
report. applicable laws, regulations and protection of
resources and assets.
There were no qualifications or observations, or
adverse remarks or disclaimer of the Secretarial As a group, Company has presence across multiple
Auditors in the Report issued by them for geographies and a large number of employees,
the Financial Year 2020-21 which call for any suppliers and other partners collaborate to provide
explanation from the Board of Directors. Their solutions to customer needs. Robust internal
report is self-explanatory and do not call for further controls and scalable processes are imperative
comments. to manage the global scale of operations. The
Management has laid down internal financial
Mr. Prashant S. Mehta, Proprietor of P. Mehta &
controls to be followed by the Company. Company
Associates, Practicing Company Secretaries have
has adopted policies and procedures for ensuring
been re-appointed to conduct the Secretarial Audit
the orderly and efficient conduct of the business,
of the Company for the Financial Year 2021-22.
including adherence to the Company’s policies,
They have confirmed that they are eligible for the
the safeguarding of its assets, the prevention and
said re-appointment.
detection of frauds and errors, the accuracy and
23. RISK MANAGEMENT completeness of the accounting records, and the
timely preparation of reliable financial disclosures.
The Company has developed and implemented
a comprehensive Risk Management Framework In response to the COVID-19 pandemic, your
including Cyber security for identification, Company initiated remote working model as a part
assessment and monitoring of key risks that of business continuity plans. This has facilitated
could negatively impact the Company’s goals and employees to work remotely / work from home
objectives. This framework is periodically reviewed wherever customer - location deliveries are not
and enhanced under the oversight of the Risk contractually required or waived by customers
Management & Governance Committee of the during these tough times. The design of processes
Board as well as by the Board of Directors of the allow for such remote execution with accessibility
Company. Audit Committee of the Board has to secure data and ensure there are no events that
additional oversight in the area of financial risks have materially affected or are reasonably likely to
and controls. materially affect the internal controls over financial
reporting during the period.
Mastek is committed to continually strengthen its
Risk Management capabilities in order to protect
interests of stakeholders and enhance shareholders

116 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

Internal Audit 26. MANAGEMENT OF

An independent and empowered Internal Audit
Firm at the corporate level carries out risk-focused
EQUALITY, RISKS OF
audits across all businesses (both in India and FRAUD, CORRUPTION AND
overseas), to ensure that business process controls UNETHICAL BUSINESS
are adequate and are functioning effectively. These
audits include reviewing finance, operations,
PRACTICES
safeguarding of assets and compliance related • Equal opportunity employer
controls. Areas requiring specialised knowledge The Company has always provided a congenial
are reviewed in partnership with external subject atmosphere for work that is free from
matter experts. discrimination and harassment, including but
not limited to sexual harassment. It has also
The Internal Audit’s functioning is governed by
provided equal opportunities of employment to
the Audit Charter, duly approved by the Audit
all irrespective of their caste, religion, colour,
Committee of the Board, which stipulates matters
marital status and gender.
contributing to the proper and effective conduct
of audit. As the business expanded with new • Prevention of Insider Trading
acquisitions, the Audit scope has been widened The Company has adopted the Code of Internal
to include the internal control framework of the Procedures and Conduct for regulating,
new entities. The corporate level process controls monitoring and reporting of trading by Insiders
including the ERP framework and operating in compliance with the SEBI (Prohibition of
processes are constantly monitored for effectiveness Insider Trading) Regulations, 2015 to regulate,
during such Audits. monitor and report trading by its Designated
Person(s) / and other connected person(s).
The Company’s senior management closely monitor
Further, for effective implementation of the
the internal control environment and ensure that
Code, the Company has put in place the
the recommendations of the Internal Auditors are
penalty framework and the internal guidelines
effectively implemented. The Audit Committee
on violation of the said Code.
periodically reviews key findings and provides
strategic guidance. Internal Auditors report directly The Company’s Code of practices and
to the Audit Committee. procedures for fair disclosure of unpublished
price sensitive information is available on the
25. HUMAN RESOURCES Company’s web link https://www.mastek.com/
Human Resources are vital and most valuable corporate-governance
assets for the Company. Mastek Group deploys
its intellectual capability to create and deliver • Vigil Mechanism (Whistle Blower
Intellectual Property (IP)-led solutions that make a Policy)
business impact for its global clients. For this, the The Vigil Mechanism as envisaged in the Act,
key success enabler and most vital resource is the the Rules prescribed thereunder and the SEBI
excellent talent. Listing Regulations is implemented through the
Company’s Whistle Blower Policy.
The additional information pertaining to Human
Resources initiatives taken by the Company is given The Company has adopted a Whistle Blower
under the Management Discussion and Analysis Policy establishing a formal vigil mechanism
section, which forms part of this Annual Report. for the Directors, Employees and Stakeholders
to report concerns about unethical behaviour,
As on March 31, 2021, Mastek Group had a total actual or suspected fraud or violation of Code
head count of 3,792. Mastek Group continues to of Conduct and Ethics. It also provides for
focus on attracting new talent and help them to adequate safeguards against the victimization
of employees who avail of the mechanism and
acquire new skills, explore new roles and realise
provides direct access to the Chairperson of
their potential by providing training and retain
the Audit Committee in exceptional cases. It is
high-quality talent. affirmed that no personnel of the Company have
been denied access to the Audit Committee. To

117
DIRECTORS’ REPORT

create enduring value for all stakeholders and provisions of The Sexual Harassment of Women at
ensure the highest level of honesty, integrity Workplace (Prevention, Prohibition and Redressal)
and ethical behaviour in all its operations, the Act, 2013 and the rules thereunder for prevention
Company in compliance with the requirements and redressal of complaints of sexual harassment
of the Act and the SEBI Listing Regulations, at workplace. The Company has complied with
has established a Whistle Blower Policy / Vigil
provisions relating to the constitution of Internal
Mechanism and the same is placed on the web
Committee under the Sexual Harassment of
site of the Company at web link https://www.
mastek.com/corporate-governance. Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
The Whistle Blower Policy aims for conducting
the affairs in a fair and transparent manner by During the year under review, no complaint with
adopting highest standards of professionalism, allegations of sexual harassment was filed and
honesty, integrity and ethical behaviour. there was no complaint pending for investigation
at the end of the year.
There was 1 (one) complaint received during the
year, which was duly investigated and found to 28. CORPORATE SOCIAL
be non material in nature and was disposed off
without any action as none of the allegations
RESPONSIBILITY (CSR)
were found to be true. Mastek Foundation is the CSR wing of the
Company. Founded in 2002, the mission of
• Anti - Corruption and Bribery Policy Mastek Foundation evolves as Informed Giving,
In furtherance of the Company’s Philosophy of Responsible Receiving. The institution seeks to
conducting business in an honest, transparent inspire Company employees by creating awareness
and ethical manner, the Board has laid down
‘Anti-Corruption and Bribery Policy’ as part among them to give back to the community in
of the Company’s Code of Business Conduct ways which would meet the needs and challenges
and Ethics. As a Company, Mastek has zero- faced by the community members. One such
tolerance to bribery and corruption and is medium could be through volunteering and giving
committed to act professionally and fairly in
opportunities. The Foundation also supports Non
all its business dealings. To spread awareness
about the Company’s commitment to conduct - Governmental Organisation (NGOs) to scale and
business professionally, fairly and free from build their capabilities through core skill of IT.
bribery and corruption and as part of continuous Hence, the Foundation has 3 clearly defined pillars:
education to the employees an ‘Anti- Bribery’, GIVE, ENGAGE and BUILD.
mandatory online training and testing through
a web-based application tool was conducted The disclosures required to be given under
for relevant employees. The above policy and
Section 135 of the Act, read with Rule 8(1) of the
its implementation are closely monitored.
Companies (Corporate Social Responsibility Policy)
The employees of the Company are made Rules, 2014 is annexed as “Annexure 6” to this
aware of the said policy at the time of joining report. The revised CSR Policy of the Company is
the Company and are also provided periodic
available on the Company’s website which can be
online training.
accessed using the link https://www.mastek.com/
corporate governance.
27. DISCLOSURES AS PER THE
SEXUAL HARASSMENT OF 29. PARTICULARS OF EMPLOYEES
WOMEN AT WORKPLACE AND RELATED DISCLOSURES
(PREVENTION, PROHIBITION The ratio of remuneration of each Director to the
AND REDRESSAL) ACT, 2013 median employee’s remuneration as per Section
197(12) of the Act read with Rule 5(1) of the
The Company has zero tolerance for sexual Companies (Appointment and Remuneration of
harassment at workplace and has adopted a Managerial Personnel) Rules, 2016 is annexed as
policy on prevention, prohibition and redressal of “Annexure 7” to this report.
sexual harassment at work place in line with the

118 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

During the year under review, the Non-Executive 32. ANNUAL RETURN
Directors of the Company had no pecuniary
As required under the provisions of Sections 134(3)
relationship or transactions with the Company,
(a) and 92(3) of the Act read with Rule 12 of the
other than sitting fees, commission, perquisites
Companies (Management and Administration)
and reimbursement of expenses incurred by
Rules, 2014, the extract of the draft Annual Return
them for the purpose of attending meetings of
in Form No. MGT-7 (of Financial Year 20-21) has
the Board / Committees of the Company. The
been placed and is available on Company Website:
Managing Director of the Company has not
https://www.mastek.com/in/investor.information
received any remuneration or commission from any
of Company’s Subsidiaries.
33. COMPLIANCE WITH
In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
SECRETARIAL STANDARDS
(Appointment and Remuneration of Managerial During the year under review, the Company
Personnel) Rules, 2014, as amended, a statement has complied with the applicable Secretarial
showing the names and other particulars of the Standards on meetings of the Board of Directors
employees drawing remuneration in excess of the and on General Meetings issued by the Institute of
limits set out in the said rules and the disclosures Company Secretaries of India in terms of Section
pertaining to ratio of remuneration and other 118(10) of the Act.
details as required under Section 197(12) of the Act
read with Rule 5(1) of the said Rules are part of this 34. INSURANCE
report. Having regard to the provisions of the second Company has sufficiently insured itself under
proviso to Section 136(1) of the Act, the Annual
various Insurance policies to mitigate risks arising
Report excluding the aforesaid information is being
from third party or customer claims, property,
sent to the Members of the Company and others
entitled thereto. Details of employee remuneration casualty, etc. The Company also has in place an
as required under aforesaid provisions are available insurance policy for its Directors & Officers with a
with the Company and shall be sent to Members quantum and coverage as approved by the Board.
electronically who request for the same by sending The policy complies with the requirements of
e-mail to Company at investor_grievances@mastek. Regulation 25(10) of SEBI Listing Regulations.
com from their registered e-mail address.
35. DETAILS OF CONSERVATION
30. BUSINESS RESPONSIBILITY OF ENERGY AND
REPORT TECHNOLOGY ABSORPTION
Pursuant to Regulation 34 of the SEBI Listing
Regulations, ‘Business Responsibility Report’ AND FOREIGN EXCHANGE
forms part of this Annual Report, which describes EARNINGS AND OUTGO
the initiatives taken by the Company from an
Conservation of Energy and Technology
environmental, social and governance perspective. Absorption

31. CORPORATE GOVERNANCE Mastek understands the importance of being

The Company has a rich legacy of ethical governance an environmentally sustainable business entity
practices and follows sound Corporate Governance and that businesses can thrive in the long run by
practices with a view to bring transparency in ensuring environmentally friendly practices.
its operations and maximize shareholder value.
Company continues to maintain high standards As a responsible organization, Company makes
of Corporate Governance which has been a constant effort to reduce carbon emissions
fundamental to and is an integral principle of the from own operations. Its sustainability strategy
business of your Company since its inception. Your focuses on environmental responsibility, climate
Directors reaffirm their continued commitment to protection, and an optimal use of energy resources.
good corporate governance practices. A Report on
The environment has a direct impact on the health
Corporate Governance along with a Certificate from
the Secretarial Auditors of the Company regarding and well-being of every stakeholder in value chain.
compliance with the conditions of Corporate It is therefore important that Company strives to
Governance as stipulated under Schedule V of the mitigate impact, and where possible, influence
SEBI Listing Regulations forms part of the Annual positive environmental practices.
Report.

119
DIRECTORS’ REPORT

Company is committed towards fulfilment of • No significant and material orders were

sustainability initiatives and ensuring actions for passed by the regulators or courts or tribunals
the benefit of People, Planet and Profit. These impacting the going concern status and the
initiatives are mainly - Company’s operations and legal compliances.
• Reduction of energy consumption through
implementation of energy efficient systems. 37. SIGNIFICANT DEVELOPMENTS
• Optimum utilistaion of natural resources like Scheme of Arrangement between Mastek
Water and Diesel. Limited (‘Mastek’ or ‘Company’), Trans
American Information Systems Private Limited
• Consumption reduction for Paper, Food waste
(TAISPL), Evolutionary Systems Private Limited
and Plastic.
(ESPL) and their respective Shareholders and
• Adopting ecofriendly refrigerants for air- Creditors.
conditioning systems.
In the matter of the Scheme of Arrangement
• Ensuring people centric approach in providing between ESPL, TAISPL and Mastek and their
functional services especially in the Covid 19 respective Shareholders and Creditors, pursuant
pandemic situations. to the provisions of Sections 230 to 232 and other
• Adopting automisation for operations like applicable provisions, if any, of the Act, the Company
Procurement, Billing and Travel wherever obtained Observation Letters from both the Stock
possible to improve overall functional efficiency. Exchanges on February 26, 2021 from BSE Limited
and March 01, 2021 from National Stock Exchange
Foreign exchange earnings and outgo
of India Limited, subject to fulfilment of certain
Total Foreign Exchange used and earned by the conditions as mentioned in the Observation Letters
Company are as follows: and subject to approval of National Company Law
Tribunal (NCLT), Ahmedabad Bench at Ahmedabad.
(` In lakhs)
Particulars Year Ended Year Ended After which the Companies filed joint application
March March to the Hon’ble NCLT at Ahmedabad, on March 05,
31, 2021 31, 2020 2021 and received an Order from the Hon’ble NCLT
Foreign Exchange 515 271 on April 12, 2021, which has directed Companies
Used to hold the Meeting of Equity Shareholders of
Foreign Exchange 15,877 18,450 Mastek and the Meetings of Unsecured Creditors
Earned of the Companies.

Following the direction of NCLT, Companies has

36. OTHER DISCLOSURES issued notices to hold the Equity shareholders and
No disclosure or reporting is made with respect to Unsecured Creditors Meetings on May 28, 2021
the following items, as there were no transactions to obtain the approval from the Shareholders
during the year under review: and Creditors respectively on the said Scheme of
Arrangement.
• There was no revision in the Financial
Statements.
38. DIRECTORS’ RESPONSIBILITY
• The Company does not have any scheme or STATEMENT
provision of money for the purchase of its own
Based on the framework of Internal Financial
shares by trustees for employee benefit.
Controls and compliance systems established
• The Company is not required to maintain cost and maintained by the Company, audit and
records as per Section 148 of the Act. reviews performed by the Internal, Statutory and
Secretarial Auditors and the reviews undertaken
• There was no buy back of shares during the by the Management and the Audit Committee,
year under review. the Board is of the opinion that the Company’s
Internal Financial Controls have been adequate and
• The Company has not accepted any deposits effective during the year under review.
from public, under the provisions of the Act
and the rules framed thereunder.

120 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

Pursuant to the requirements under Section 134(5)

read with Section 134(3)(c) of the Act, and to the
39. APPRECIATION AND
best of their knowledge and belief and according ACKNOWLEDGEMENT
to the information and explanations obtained Your Directors are grateful to the Investors for
by them, your Directors confirm the following their continued patronage and confidence in the
statements: Company over the past several years. Your Directors
also thank the Central and State Governments,
a. 
that in the preparation of the Annual Statutory and Regulatory Authorities, Stock
Financial Statements for the year ended Exchanges for their continued guidance, assistance,
March 31, 2021, the applicable accounting co-operation and support received and look
standards have been followed along with forward to their continued support in the future.
proper explanation relating to material
departures, if any; Your Directors want to take an opportunity to thank
all its esteemed clients, associates, vendors, banks,
b. that such accounting policies as mentioned financial institutions and contractors within the
in the Notes to the financial statements have country and overseas for their continued support,
been selected and applied consistently and faith and trust reposed in the professional integrity
judgments and estimates have been made of the Company. With continuous learning,
that are reasonable and prudent so as to give skill upgradation and technology development,
a true and fair view of the state of affairs Company will continue to provide world class
of the Company as at March 31, 2021 and professionalism and services.
of the profits of the Company for the year
ended on that date; Your Directors would also take this opportunity
to express their appreciation for hard work and
c. that proper and sufficient care has been dedicated efforts put in by the employees and
taken for the maintenance of adequate for their untiring commitment; and the entire
accounting records in accordance with the senior management for continuing success of the
provisions of the Act for safeguarding the business in difficult times. Their enthusiasm and
assets of the Company and for preventing unstinting efforts have enabled the Company to
and detecting fraud and other irregularities; emerge stronger than ever enabling it to maintain
d. that the Annual Financial Statements have its position as a significant and leading player
been prepared on a going concern basis; in Information Technology Industry. Company’s
resilience to meet challenges was made possible
e. that proper Internal Financial Controls to by their hard work, solidarity, co-operation and
be followed by the Company have been support.
laid down and that such internal financial
controls are adequate and were operating Your Directors appreciate your continued support,
effectively; and trust and confidence, and employees work each
day to grow the value of your investments in the
f. that proper systems have been devised to Company. Your Company looks forward to deliver
ensure compliance with the provisions of all another year of value adding growth.
applicable laws and that such systems were
For and on behalf of the Board of Directors
adequate and operating effectively.

Ashank Desai S. Sandilya

Vice - Chairman & Chairman (Non - Executive)
Managing Director & Independent Director
(DIN: 00017767) (DIN: 00037542)

Date: April 28, 2021

Place: Mumbai

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DIRECTORS’ REPORT

“ANNEXURE 1” TO DIRECTORS’ REPORT

DIVIDEND DISTRIBUTION POLICY

INTRODUCTION II. DECLARATION

Mastek Limited (“Mastek” or “Company”), is a dividend 1. Dividend shall be declared or paid only out
paying Company to its shareholders and thereby creating of:
shareholder value. In order to provide shareholders a
greater visibility and predictability in the dividend pay- i. Current period profit, after providing for
outs, the Board of Directors of the Company (“Board”) depreciation in accordance with law; and/
have adopted and hereby publish the Dividend Distribution or
Policy with respect to dividend to be distributed by
the Company, in accordance with the provisions of ii. 
The profit from any previous financial
SEBI (Listing Obligations and Disclosure Requirements) year(s):
Regulations, 2015 as amended from time to time.
a) 
after providing for depreciation in
SCOPE AND OBJECTIVE accordance with law; and
Mastek shall always strive to drive growth and thereby
b) 
out of the amount available for
maximise shareholders’ value. The Dividend Distribution
dividend that remains undistributed
Policy of the Company balances the objectives of
after prescribed appropriations have
rewarding the shareholders through capital return
(dividends and/or buyback) and retaining capital to invest been made;
in the growth of the Company. The Board considers
2. Before declaring any dividend, the losses, if
the net Profit after Tax (PAT) available for distribution
any, of any previous year(s) must be set off
as reported in the consolidated statutory financial
against the profit of the Company for the
statements prepared in accordance with the applicable
Accounting Standards. The Board will decide on the pay- current year; and
out for each year depending upon the quantum of excess
3. 
The Board may approve/declare dividend
cash for that year.
out of free reserves, in accordance with the
The Policy will be available on the website of the Company. provisions of the Act, after due regard to the
parameters laid down in this policy.
EFFECTIVE DATE
This Policy will become effective from April 1, 2021 i.e. III. AMOUNT OF DIVIDEND
from financial year 2021 -2022 onwards. The company will take into consideration the
following broad criteria while arriving at the
I. DEFINITIONS & INTERPRETATIONS quantum of dividend subject to periodic revision
Unless repugnant to the context: based on actual circumstances:

a) ‘Act’ shall mean the Companies Act, 2013 as 1. Dividend Pay-out ratio, that is, Dividend /
amended from time to time and shall include Net Profit for the year;
Rules, Regulations and Secretarial Standards
made thereunder or pursuant thereto. 2. Company’s need for capital for its growth
plan;
b) ‘Board’ shall mean the Board of Directors of
the Company, as constituted from time to 3. Cash flow availability; and
time.
4. Assessment of ability to sustain the rate of
c) ‘Policy’ shall mean this Dividend Distribution dividend.
Policy as per the SEBI (Listing Obligations
and Disclosure Requirements). IV. KEY PARAMETERS TO BE CONSIDERED
WHILE DECLARING THE DIVIDEND
d) ‘Listing Regulations’ shall mean SEBI (Listing
The factors to be considered (in addition to past
Obligations and Disclosure Requirements)
dividend trends), while arriving at the quantum of
Regulations, 2015 (as amended).
dividend(s) are:
All words and expressions used but not defined
1. Income and profitability parameters:
in this Policy, but defined in the Act or the
Listing Regulations shall have the same meaning i. Net Income (NI);
as respectively assigned to them in such Act or
Regulations, as the case may be. ii. Return on Equity (RoE);

122 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

iii. Operating Cash Flows; 9. Current liquidity scenario and outlook for
the same. The Company is in the IT business
iv. Dividend Yield; and and it relies on its ability to raise funds
efficiently to undertake its IT activities. If the
v. Shareholders return.
liquidity scenario is poor or if the outlook is
2. Capitalisation level parameters: adverse on market conditions and business
uncertainty then the Company may choose
i. Net Owned Funds (NOF) to hold back dividend pay-outs to shore up
equity capital levels;
ii. Gross leverage and net leverage
10. Being in IT sector, the Company is subject
iii. Contingencies for unforeseen events to various risks including but not limited
with financial implications to Operations. Incidence of substantial loss
from any risks may impact dividend pay-
iv. 
Alternate usage of cash- Capital outs;
Expenditure, Acquisition, Debt
Repayment etc. 11. The various legal rules and constraints such
as paying dividends that would impair capital
V. INTERNAL AND EXTERNAL FACTORS and policy decisions that may be formulated
THAT SHALL BE CONSIDERED FOR by the government or in case of uncertain
DECLARATION OF DIVIDEND or recessionary economic and business
1. Plough back of profits i. e. future capital conditions, the Company will endeavour to
expenditure programme including retain larger part of its profits to build up
reserves to absorb future shocks;
i. New project;
12. Geo Political reason;
ii. Business expansion and growth/ Long
term strategic plans; 13. Dividend pay-out ratios of companies in IT
industry; and
iii. 
Renovation/ Modernisation/
upgradation of technology and 14. Any other factor that may not be in control
physical infrastructure; of the Company but deemed relevant for
iv. Major Repairs & Maintenance; and dividend pay-out by the Board.

v. Research & Development; VI. POLICY AS TO HOW THE RETAINED

EARNINGS SHALL BE UTILISED:
2. IT industry scenario, even if the Company
The retained earnings shall be utilized towards the
has earned profits in the year;
main objective of the Company which is providing
3. Taxation and other Regulatory Restrictions; information technology Services to its customers,
including upgradation and introduction of new age
4. Proposal to utilise the surplus cash for buy technologies to enable such services. To maintain
back of securities; adequate liquidity levels, Company may also invest
a part of the retained earnings in liquid/Liquid Plus
5. Likelihood of crystallization of contingent
/debt fund schemes of mutual funds and Fixed
liabilities, if any;
Deposits of Banks and other financial institutions.
6. Creation of contingency Fund; and
VII. TIMING
7. Acquisition of brands/ businesses. 1. Interim Dividend


Other Factors - Following are the i. Board may decide to pay Interim
external factors / circumstances on which Dividend, based on review of profits
Management has no control, inter-alia, earned during the current financial
that may affect dividend pay-out and the year to date;
expectations of the Shareholders around
Dividend: ii. The frequency may be up to four
times during the financial year; and
8. 
Growth outlook for the IT sector and
competition intensity may result in margin iii. 
Special dividend may be paid at
pressures and may result in a need to shore any time as may be considered
up equity capital levels; appropriate.

123
DIRECTORS’ REPORT

2. Final Dividend IX. GENERAL

This Policy is subject to revision / amendment in
i. Board to recommend to members for their
accordance with the guidelines as may be issued
approval based on review of profits arrived
by Ministry of Corporate Affairs, Securities &
at as per audited financial statements, for
Exchange Board of India or such other regulatory
the financial year; and
authority, from time to time, on the subject matter.
ii. Frequency shall be once in a year.
The Company reserves its right to alter, modify,
However, the Company reserves the right add, delete or amend any of the clauses of this
to carry out any change in the aforesaid Policy by taking into account the national and
parameters, in the best interest of the global economic conditions.
Company, shareholders and/or other
In case of any amendment(s), clarification(s),
stakeholders.
circular(s) etc. issued by the relevant authorities,
VIII. PARAMETERS THAT SHALL BE ADOPTED not being consistent with the provisions laid
WITH REGARD TO VARIOUS CLASSES OF down under this Policy, then such amendment(s),
SHARES clarification(s), circular(s) etc. shall prevail upon the
Company does not have different classes of shares provisions hereunder and this Policy shall stand
at present and follows the ‘one share, one vote’ amended accordingly from the effective date as laid
principle. down under such amendment(s), clarification(s),
circular(s) etc.

124 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

“ANNEXURE 2” TO DIRECTORS’ REPORT

DISCLOSURE AS REQUIRED UNDER SEBI (SHARE BASED EMPLOYEE BENEFITS)
REGULATIONS, 2014 AS ON MARCH 31, 2021
A. Employee Stock Option Plans
Sr. No. Particulars Plan IV Plan V Plan VI Plan VII
1 Date of August 09, 2007 March 20, 2009 October 01, 2010 July 17, 2013
Members
Approval
2 Total number of 1,000,000 1,500,000 2,000,000 2,500,000
Options / RSU’s
approved under
the Schemes
3 Vesting Options: Options/ Options/ RSU’s: Options/ RSU’s:
Requirements The first vesting of the Stock RSU’s: The first vesting The first vesting of
Options shall happen only The first of the Stock the Stock Options /
on completion of 1 (one) vesting of the Options / RSU’s RSU’s shall happen
year from the date of grant. Stock Options shall happen only only on completion
Maximum vesting period is / RSU’s shall on completion of of 1 (one) year from
4 (four) years from the date happen only 1 (one) year from the date of grant.
of Grant. on completion the date of grant. Maximum vesting
of 1 (one) Maximum vesting period is 4 (four)
year from the period is 4 (four) years from the date
date of grant. years from the of Grant.
Maximum date of Grant.
vesting period
is 4 (four) years
from the date of
Grant.

RSU’s:
Applicable to all employees. Vesting period will be 3 (three)
years and the vesting schedule would be 20% at the end of
first year, 30% at the end of second year and 50% at the
end of third year. The price of Options / RSU’s would be `
5/- per share (Face value).
4 Exercise Price or Market Price The exercise price as may be determined by the Nomination
Pricing Formula and Remuneration Committee and such price may be
the face value of the share from time to time or may be
the Market Price or any price as may be decided by the
Committee
5 Variation During the year ended June The Company had implemented the Scheme of
in terms of 30, 2011, the Company has Arrangement in the Financial Year 2015-16, effective April
Options/ RSU’s extended the vesting period 01, 2014. Mastek Limited got split into Mastek Limited
from 2 (two) years to 7 & Majesco Limited. Subsequent to this arrangement, the
(seven) years. The Company exercise price has been proportionately revised for the
had entered into the Options outstanding on the date of arrangement. Ratio of
Scheme Of Arrangement in split up was 37:63.
the Financial Year 2015-16.
Mastek Limited got split into
Mastek Limited & Majesco
Limited. Subject to this
arrangement, the exercise
price had been revised for
the Options outstanding on
the date of arrangement.
6 Source of Shares Primary
7 Maximum Term 11 years from the date of Grant
of Options/RSU’s
Granted

125
 B. Options/ RSU’s Movement During the year

126
Particulars Year ended March Year ended March Year ended March Year ended March Year ended March 31, Year ended March 31, Year ended March 31, Year ended March 31,
31, 2021 31, 2020 31, 2021 31, 2020 2021 2020 2021 2020
No. of Weighted No. of Weighted No. of Weighted No. of Weighted No. of Weighted No. of Weighted No. of Weighted No. of Weighted
share average share average share average share average share average share average share average share average
options/ Exercise options/ Exercise options/ Exercise options/ Exercise options/ Exercise options/ Exercise options/ Exercise options/ Exercise
RSU’s price (in `) RSU’s price (in `) RSU’s price (in `) RSU’s price (in `) RSU’s price (in `) RSU’s price (in `) RSU’s price (in `) RSU’s price
Plan Plan IV Plan V Plan VI Plan VII
Outstanding options/ RSU’s at - - 7,500 88 32,225 68 37,225 69 427,508 82 621,071 77 1,515,959 92 1,538,623 102
DIRECTORS’ REPORT

the beginning of the year

No. of Options/ RSU’s Granted - - - - - - - - - - - - 267,160 5 170,750 5
during the year

Mastek Limited | Annual Report 2020-21

No. of Options/ RSU’s Exercised - - - - (18,000) 66 (5,000) 80 (258,606) 71 (182,069) 63 (666,811) 97 (129,600) 70
during the year and No. of
shares arising as a result of
exercise of options/ RSU’s
No. of Options/ RSU’s Lapsed/ - - (7,500) 128 (3,750) 91 - - (50,811) 98 (11,494) 134 (97,662) 63 (63,814) 126
Cancelled during the year
No. of Options/ RSU’s Cancelled - - - - - - - - - - - - - - -
revoked during the year
No. of Options/ RSU’s Vested - - - - - - - - - - - - - - - -
during the year
No. of Options/ RSU’s - - - - 10,475 63 32,225 68 118,091 114 427,508 82 1,018,646 69 1,515,959 92
Outstanding at the end of
the year
No. of Options/ RSU’s - - - - 10,475 63 32,225 68 118,091 114 427,508 82 1,018,646 69 798,418 92
Exercisable at the end of
the year
Money realized by exercise of - - - - 1,191,400 - 398,213 - 18,468,024 - 11,158,987 - 64,420,941 - 8,978,863 -
options/ RSU’s during the year
DIRECTORS’ REPORT

C. Employee-wise details of Options / RSU’s granted during the year to:

(i) Senior Managerial Personnel of the Group Plan IV Plan V Plan VI Plan VII
Steve Barrie Latchem - - - 30,000
  John Timothy Owen - - 25,000
  Abhishek Singh - - - 20,000
  Maninder Kapoor Puri - - - 18,600

(ii) Employees who were granted, during any one year, Options /        
RSU’s amounting to 5% or more of the Options / RSU’s granted
during the year
  Steve Barrie Latchem - - - 30,000
  John Timothy Owen - - - 25,000
  Abhishek Singh - - - 20,000
Maninder Kapoor Puri - - - 18,600
Arun Agarwal - - - 13,800
(iii) Identified employees who were granted Options / RSU’s, during - - - -
any one year, equal or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
Company at the time of grant

D. Diluted Earnings Per Share pursuant Consolidated: 84.9

to issue of shares on exercise Standalone: 6.7
of Options / RSU’s calculated
in accordance with Accounting
Standard (AS)
E. Method used to account for ESOS- The Company has recognised compensation cost using fair value
method of accounting. The Company has recognised Stock Option
compensation cost of ` 836 lakhs in the statement of profit and loss.
F. Method and Assumptions used to The weighted average fair value of each unit under the plan,
estimate the fair value of Options / granted during the year ended was ` 441 using the Black-Scholes
RSU’s granted during the year: model with the following assumptions:
Particulars As at March
31, 2021
Weighted average grant date share price (`) 505
Weighted average exercise price (`) 5
Dividend yield (%) 0.78
Expected life (years) 3-7
Risk free interest rate (%) 5.40
Volatility (%) 52.04
Volatility: Volatility is a measure of the amount by which a price hedge
fluctuated or is expected to fluctuate during the period. The measure of
volatility is used in Black Scholes option-pricing model is the annualised
standard deviation of the continuously compounded rates of return on
the stock over a period of time. Company considered the daily historical
volatility of the Company’s stock price on NSE over the expected life of
each vest.
Risk free rate: The risk free rate being considered for the calculation is
the interest rate applicable for a maturity equal to the expected life of
the Options / RSU’s based on zero coupon yield curve for government
securities.
Expected life the options/ RSU’s: Expected life or the Options / RSU’s
is the period for which the Company expects the Options / RSU’s to be
live. The minimum life of Options / RSU’s is the minimum period before
which the Options / RSU’s cannot be exercised and the maximum life of the
Option is the maximum period after which the Options / RSU’s cannot be
exercised. The Company have calculated expected life as the average of the
minimum and the maximum life of the Options / RSU’s.
Dividend yield: Expected dividend yield has been calculated as a total of
interim and final dividend declared in last year preceding date of grant.

127
DIRECTORS’ REPORT

G. For Options / RSU’s outstanding at the end of Details for ESOP Plans IV, V, VI and VII:
the year, the period, the range of exercise prices
Price range Number of Weighted
and weighted average remaining contractual life
(in `) options/ average
(vesting period + exercise period). If the range
RSU’s remaining life
of the exercise prices is wide, the outstanding
(months)
Options / RSU’s should be divided into ranges
that are meaningful for assessing the number and 5 694,225 7.5
timing of additional shares that may be issued 5 and above 452,987 4.1
and cash that may be received upon exercise of
Total 1,147,212 6.2
those Options / RSU’s:

H. For other instruments granted during the year (i.e.,

other than stock options)
- Number and weighted average fair value of
those instruments at the grant date
- Fair Value determination in case
(a) fair value not measured on the basis of an No other instruments were granted during the year
observable market price
(b) whether and how expected dividends were
incorporated
(c) whether and how any other features were
incorporated

I. For employee share-based payment plans that

were modified / varied during the period –
- Explanation of those modifications / variations
- Incremental fair value granted (as a result of
those modifications / variations) - Information Not Applicable
on how those incremental fair value granted
was measured, consistently with the
requirements set out in point 7 of SEBI (Share
based employee benefits) Regulations, 2014.

J. Relevant disclosures in terms of the ‘Guidance note Members may refer the relevant Notes in Audited
on accounting for employee share-based payments’ Financials Statement of the Company prepared for
issued by ICAI or any other relevant accounting Financial Year 2020-21.
standards as prescribed from time to time.

For and on behalf of the Board

Ashank Desai S. Sandilya

Vice - Chairman & Managing Director Non- Executive Chairman & Independent Director
(DIN: 00017767) (DIN: 00037542)

Date : April 28, 2021

Place : Mumbai

128 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

“ANNEXURE 3” TO DIRECTORS’ REPORT

FORM AOC-1
(Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the Financial Statements and the brief business of Subsidiaries Pursuant
to sub-section (3) of Section 129 of the Companies Act, 2013.
Mastek
1. Trans American Information Systems Private Limited - is a Company with deep rooted capability in providing
high skilled resources and end-to-end services including strategy, creative design, implementation and managed
services for Digital commerce and Enterprise applications. Having presence in India and supporting US, ME and India
based Customers.
2. Mastek (UK) Limited - is a niche digital transformation services provider, which uses agile methodologies to service
customers across sectors through the App Development, Managed services, Data Warehouse, Business Intelligence
and Testing Services. Company is a provider of Software Solutions, which enable customers to solve their complex,
mission critical business problems with innovative solutions that sustain and grow their business in the UK market.
3. Mastek Inc. - is a niche digital transformation services provider, which uses agile methodologies to service customers
across sectors through the App Development, Managed services, Data Warehouse, Business Intelligence and Testing
Services. Company is a provider of Software Solutions, which enable customers to solve their complex, mission critical
business problems with innovative solutions that sustain and grow their business in the US market.
4. Trans American Information Systems Inc. - is a global digital services firm focused on implementing the Digital
Commerce applications including manages services, as well as integrating them with the full suite of Oracle Customer
Experience Products.
5. IndigoBlue Consulting Limited - is specializing in Agile Programme and project management. It had entered
intoBusiness Transfer Agreement in June, 2018 with its parent Company to merge itself (transfer of its business,
assetsand liabilities) to enable greater synergies between them and also achieve higher operational efficiencies.
6. Mastek Arabia - FZ LLC - is a niche digital transformation services provider, which uses agile methodologies to
service customers across sectors through the App Development, Managed services, Data Warehouse, Business
Intelligence and Testing Services.
7. Mastek Digital Inc. - is a niche digital transformation services provider, which uses agile methodologies to service
customers across sectors through the App Development, Managed services, Data Warehouse, Business Intelligence
and Testing Services in the Canada market.
Evosys
8. Evolutionary Systems Egypt LLC - is in the business of IT consulting, Implementation and Managed services for
Enterprise applications using best in class automation and methodologies to drive business outcome.
9. Evolutionary Systems Consultancy LLC - is in the business of IT consulting, Implementation and Managed services
for Enterprise applications using best in class automation and methodologies to drive business outcome.
10. Evolutionary Systems Bahrain WILL - is in the business of IT consulting, Implementation and Managed services for
Enterprise applications using best in class automation and methodologies to drive business outcome.
11. Evosys Kuwait Company for designing and equipping Computer Centers LLC - is in the business of IT
consulting, Implementation and Managed services for Enterprise applications using best in class automation and
methodologies to drive business outcome.
12. Evolutionary Systems Saudi LLC - is in the business of IT consulting, Implementation and Managed services for
Enterprise applications using best in class automation and methodologies to drive business outcome.
13. Evolutionary Systems Private Limited - is in the business of IT consulting, Implementation and Managed services
for Enterprise applications using best in class automation and methodologies to drive business outcome.
14. Evolutionary Systems Pty. Ltd. - is in the business of IT consulting, Implementation and Managed services for
Enterprise applications using best in class automation and methodologies to drive business outcome.

129
DIRECTORS’ REPORT

15. Evolutionary Consultancy Services (Malaysia) SDN BHD - is in the business of IT consulting, Implementation
and Managed services for Enterprise applications using best in class automation and methodologies to drive business
outcome.
16. Newbury Cloud INC - is in the business of IT consulting, Implementation and Managed services for Enterprise
applications using best in class automation and methodologies to drive business outcome.
17. Evolutionary Systems B.V. - is in the business of IT consulting, Implementation and Managed services for Enterprise
applications using best in class automation and methodologies to drive business outcome.
18. Evolutionary Systems Qatar WLL - is in the business of IT consulting, Implementation and Managed services for
Enterprise applications using best in class automation and methodologies to drive business outcome.
19. Evolutionary Systems (Singapore) Pte. Ltd. - is in the business of IT consulting, Implementation and Managed
services for Enterprise applications using best in class automation and methodologies to drive business outcome.
20. Evolutionary Systems Company Limited - is in the business of IT consulting, Implementation and Managed
services for Enterprise applications using best in class automation and methodologies to drive business outcome.
21. Evolutionary Systems, Corp. - is in the business of IT consulting, Implementation and Managed services for
Enterprise applications using best in class automation and methodologies to drive business outcome.

130 Mastek Limited | Annual Report 2020-21

 PART “A”: Subsidiaries
(`` in Lakhs)
Sr. Name of Subsidiary Company The Date Reporting Exchange Rate on Share Reserve & Total Total Investments Turnover Profit/ Provision Profit/(Loss) Proposed % of Share
No. since when Currency the last date of Capital Surplus Assets Liabilities (Loss) for tax after tax Dividend holding
subsidiary the Financial Year before
was in case of foreign tax
acquired subsidiaries
1 Trans American Information Systems Private Limited 23-12-2016 INR 1.00 3 2,576 3,323 744 1,402 3,537 585 151 434 100%
2 Mastek (UK) Limited 01-10-2001 GBP 100.75 202 84,236 1,32,419 47,982 - 97,354 12,305 2,378 9,927 100%
DIRECTORS’ REPORT

3 IndigoBlue Consulting Limited 01-05-2015 GBP 100.75 - - - - - - - - - Note3

4 Mastek Inc. 17-11-2015 USD 73.11 15,609 (5,761) 14,812 4,964 12,077 1,069 1,512 0 1,512 100%
5 Trans American Information Systems Inc 23-12-2016 USD 73.11 - 8,591 8,969 377 - 16,997 1,725 201 1,524 100%
6 Mastek Digility Inc. 30-04-2020 CAD 58.03 - 5 237 233 - 101 7 2 5 100%
7 Mastek Arabia - FZ LLC 03-03-2020 AED 19.91 47,420 (393) 48,554 1,527 7,941 4,072 (325) 1 (326) 100%
8 Evolutionary Systems Private Limited 01-02-2020 INR 1.00 - 4,778 8,303 3,525 128 14,023 2,141 556 1,585 Note6
9 Evolutionary Systems Consultancy LLC 01-03-2020 AED 19.91 30 211 2,869 2,629 - 5,113 504 - 504 Note4
10 Evolutionary Systems Pty Ltd 01-02-2020 AUD 55.70 28 1,792 2,936 1,117 - 4,930 2,278 626 1,652 Note6
11 Evolutionary Systems Bahrain SPC 01-03-2020 BHD 193.89 97 606 751 48 - 998 516 - 516 Note4
12 Evolutionary Systems Egypt LLC 01-03-2020 EGP 4.65 0 69 95 25 - 264 31 9 22 Note4
13 Evosys Kuwait Company for designing and equipping 01-03-2020 KWD 241.73 48 (158) 234 344 - 152 (75) - (75) Note4
Computer Centers LLC
14 Evosys Consultancy Services Malaysia 01-02-2020 MYR 17.63 1 27 265 237 - 253 47 11 35 Note6
15 Newbury Taleo Group, Inc 01-02-2020 USD 73.11 0 73 607 534 - 1,300 258 14 244 Note6
16 Evolutionary Systems BV 01-02-2020 EUR 85.75 0 1,660 2,446 785 - 3,477 2,094 398 1,696 Note6
17 Evolutionary Systems Qatar WLL 01-02-2020 QAR 19.96 40 578 1,606 988 - 1,734 198 23 175 Note6
18 Evosys Kuwait Company for designing and equipping 01-02-020 & SAR 19.49 97 1,797 7,577 5,682 - 10,221 2,196 416 1,781 Note5
Computer Centers LLC 01-03-2020
19 Evolutionary Systems (Singapore) PTE. LTD. 01-02-2020 SGD 54.35 54 640 1,189 495 - 2,238 160 18 143 Note6
20 Evolutionary Systems Company Limited-Uk 01-02-2020 GBP 100.75 0 12,544 19,280 6,736 - 21,217 8,572 1,629 6,943 Note6
21 Evolutionary Systems Corp. 01-02-2020 USD 73.11 2 2,122 4,088 1,964 - 9,662 2,592 706 1,886 Note6
Notes:
1. Names of subsidiaries which are yet to commence operations: NA
2. Names of subsidiaries which have been liquidated or sold during the year: NA
3. IndigoBlue Consulting Limited business was merged into Mastek (UK) Limited with effect from June 30, 2018.
4. Acquired with effect from March 17, 2020 under (Business Transfer Agreement acquisition) through board control. Also, refer note 33 to the consolidated financial statements.
5. Acquired 50% with effect from February 08, 2020 and 50% with effect from March 17, 2020.
6. Acquired with effect from February 08, 2020, (Demerger Co-operation Agreement) through board control. Also, refer note 33 to the consolidated financial statements
7. Exchange rate applied is at March 31, 2021
8. Reporting period of all the Subsidiaries are the same as of the Holding Company which is March 31.

131
DIRECTORS’ REPORT

Part “B”: Associates and Joint Venture:

The Company does not have any Associates and/or Joint Venture Company during the year.

Notes:
1. Names of associates or joint ventures, which are yet to commence operations - NA
2. Names of associates or joint ventures which have been liquidated or sold during the year – NA

For and on behalf of the Board

Ashank Desai S. Sandilya

Vice - Chairman & Managing Director Non- Executive Chairman & Independent Director
(DIN: 00017767) (DIN: 00037542)

Arun Agarwal Dinesh Kalani

Vice President - Finance Company Secretary

Date : April 28, 2021

Place : Mumbai

132 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

“ANNEXURE 4” TO DIRECTORS’ REPORT

FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
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
1. Details of contracts or arrangements or transactions not at arm’s length basis: NIL
2. Details of material contracts or arrangement or transactions at arm’s length basis:
Name of Nature of Duration of Date of Salient terms Nature of Amount Amount
related party relationship Contract approval by of Contract/ transactions in ` Lakhs paid as
board Arrangement/ advance,
Transaction if any
including the
value
Mastek (UK) Wholly owned Information Technology 16,102 -
Limited Subsidiary Services^
Other Income 80 -
Dividend received from 1,345 -
subsidiary
Reimbursable / Other 501 -
expenses recoverable
Guarantee commission^ 333 -
Guarantee reduced for loan 9,879 -
availed by subsidiary^
Trans American Wholly owned Reimbursable / other 11 -
Information Subsidiary expenses recoverable
Systems Private
Limited
Mastek, Inc. Step-down Information Technology 1,013 -
Subsidiary Services^
Reimbursable / other 83 -
expenses recoverable
Trans American Step-down Information Technology 53 -
Information Subsidiary As per Transfer Services^
2020-21 14.06.2020
Systems, Inc. Pricing guidelines Other income 23 -
Reimbursable / other 1 -
Expenses recoverable
Mastek Arabia Step-down Information Technology 4 -
FZ LLC Subsidiary Services
Evolutionary Step-down Information Technology 10 -
Systems Subsidiary Services
Consultancy LLC
Evosys Step-down Information Technology 11 -
Consultancy Subsidiary Services
Services (Malaysia)
Sdn Bhd.
Evolutionary Step-down Information Technology 11 -
Systems Subsidiary Services
(Singapore) Pte.
Ltd.
Evolutionary Step-down Information Technology 220 -
Systems Private Subsidiary Services
Limited Reimbursable / other 7 -
expenses recoverable

^ This includes foreign exchange adjustment.

For and on behalf of the Board

Ashank Desai S. Sandilya

Vice - Chairman & Managing Director Non - Executive Chairman & Independent Director
(DIN: 00017767) (DIN: 00037542)

Date : April 28, 2021

Place : Mumbai

133
DIRECTORS’ REPORT

“ANNEXURE 5” TO DIRECTORS’ REPORT

FORM NO. MR-3
SECRETARIAL AUDIT REPORT
For the Financial Year ended March 31, 2021
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]

To, d) 
Provisions of the Foreign Exchange
The Members, Management Act, 1999 and the rules and
Mastek Limited regulations made thereunder to the extent
of Foreign Direct Investment, Overseas
I have conducted the Secretarial Audit of the compliance Direct Investment and External Commercial
of applicable statutory provisions and the adherence to Borrowings - Not applicable to the Company
good corporate practices by Mastek Limited (hereinafter during Audit Period;
called “the Company”), incorporated on May 14, 1982
having CIN: L74140GJ1982PLC005215 and Registered e) The following Regulations and Guidelines
Office at 804/805, President House, Opp. C. N. Vidyalaya, prescribed under the Securities and Exchange
Near Ambawadi Circle, Ahmedabad - 380006. Secretarial Board of India Act, 1992 as amended (‘SEBI
Audit was conducted in a manner that provided me a Act’):-
reasonable basis for evaluating the corporate conducts/
statutory compliances and expressing my opinion thereon. i) The Securities and Exchange Board
of India (Listing Obligations and
I have conducted online verification & examination of Disclosure Requirements) Regulations,
records, as facilitated by the Company, due to Covid-19 2015;
and subsequent lockdown situation for purpose of issuing
this report and based on my verification of the Company’s ii) The Securities and Exchange Board
books, papers, minute books, forms and returns filed and of India (Substantial Acquisition of
other records maintained by the Company and also the
Shares and Takeovers) Regulations,
information provided by the Company, its officers, agents
and authorized representatives during the conduct of 2011;
secretarial audit, I hereby report that in my opinion,
the Company has, during the audit period covering iii) 
Securities and Exchange Board of
the Financial Year ended March 31, 2021 (hereinafter India (Prohibition of Insider Trading)
called “the Audit Period”) complied with the statutory Regulations, 2015;
provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism iv) 
Securities and Exchange Board of
in place to the extent, in the manner and subject to the India (Issue of Capital and Disclosure
reporting made hereinafter: Requirements) Regulations, 2018;

1. I have examined the books, papers, minute v) The Securities and Exchange Board
books, forms and returns filed and other records of India (Employee Stock Option
maintained by the Company for the Financial Year Scheme and Employee Stock Purchase
ended March 31, 2021, according to the provisions Scheme) Guidelines, 1999/ Securities
of: and Exchange Board of India (Share
Based Employee Benefits) Regulations,
a) The Companies Act, 2013 (‘the Act’) and
2014.
the rules made thereunder to the extent
applicable; 2. Provisions of the following Regulations and
Guidelines prescribed under the Securities and
b) 
The Securities Contracts (Regulation)
Exchange Board of India Act, 1992 as amended
Act, 1956 (‘SCRA’) and the rules made
(‘SEBI Act’) were not applicable to the Company
thereunder;
during the Audit Period:-
c) 
The Depositories Act, 1996 and the
a) 
The Securities and Exchange Board of
Regulations and Bye-laws framed thereunder;
India (Issue and Listing of Debt Securities)
Regulations, 2008;

134 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

b) The Securities and Exchange Board of India I further report that based on the information provided
(Registrars to an Issue and Share Transfer and the representation made by the Company and also
Agents) Regulations 1993 regarding on the review of the compliance reports of Managing
Companies Act and dealing with the Client; Director and Vice President - Finance taken on record by
the Board of Directors of the Company, in our opinion
c) The Securities and Exchange Board of India adequate systems and processes exist in the Company
(Delisting of Equity Shares) Regulations, to monitor and ensure compliance with provisions of
2009; applicable general laws like labour laws, etc.
d) The Securities and Exchange Board of India I further report that:
(Buyback of Securities) Regulations, 1998.
The Board of Directors of the Company is duly constituted
3. I have relied on the representation made by the with a proper balance of Executive Director, Non-Executive
Company and its officers for systems and the Directors and Independent Directors including Woman
mechanism formed by the Company and having Director. There were changes in the composition of the
regard to the compliance system prevailing in Board of Directors during the period under review.
the Company and on examination of the relevant
Adequate notice is given to all Directors to schedule the
documents and records in pursuance thereof, on
Board Meetings, agenda and detailed notes on agenda
test-check basis, the Company has complied with
were sent at least seven days in advance, and a system
the following laws applicable specifically to the exists for seeking and obtaining further information and
Company: clarifications on the agenda items before the meeting and
for meaningful participation at the meeting.
a) The Information Technology Act, 2000;
Decisions at the meetings of the Board of Directors and the
b) The Special Economic Zone Act, 2005;
Committees of the Company were carried unanimously.
c) Policy relating to Software Technology Parks There were no dissenting views by any member of the
of India and its regulations; Board of Directors during the period under review as
recorded in the minutes of the meetings of the Board of
d) 
All applicable Labour Laws and other Directors or Committees of the Board, as the case may be.
incidental laws related to Labour and
There are adequate systems and processes in the
employees appointed by the Company either
Company commensurate with the size and operations
on its payroll or on contractual basis as
of the Company to monitor and ensure compliance with
related to wages, gratuity, provident fund,
applicable laws, rules, regulations and guidelines.
ESIC, compensation etc;
I further report that during the year following special
e) Income Tax Act, 1961 and other Indirect Tax
event had occurred:
laws;
1. The Company has informed the stock exchange
f) Sexual Harassment of Women at Workplace and complied with Regulation 30 of SEBI Listing
(Prevention, Prohibition and Redressal) Act, Regulations that:
2013;
a) A new entity i.e. Mastek Digital Inc. at
g) 
Bombay Shops and Establishments Act, Canada has been incorporated on April
1948; 30, 2020; as Wholly Owned Subsidiary of
Mastek Inc.
I have also examined compliance with the applicable
clauses of the Secretarial Standards in respect of Meeting b) The Board of Directors at its meeting held
of Board of Directors (SS-1) and General Meetings (SS-2) on February 08, 2020 also approved draft
issued by The Institute of Company Secretaries of India Scheme of Arrangement amongst Mastek
and to the best of my knowledge and belief, during the Limited, Trans American Information System
period under review, the Company has complied with Private Limited, a Wholly Owned Subsidiary of
the provisions of the Act, Rules, applicable Regulations, Mastek Limited, Evolutionary Systems Private
Guidelines, Standards, etc. mentioned above. Limited and their respective Shareholders and

135
DIRECTORS’ REPORT

Creditors under Sections 230 to 232 of the g) 

Mastek (UK) Limited (Material Wholly
Companies Act, 2013 and agreed to issue Owned Subsidiary of the Company) who was
4,235,294 equity shares of the Company at holding 2,018,192 stocks in Majesco (USA
` 650 each as part consideration on behalf entity), has tendered its entire stake with the
of its Indian subsidiary subject to regulatory Acquirer of Majesco (USA entity) for cash.
approvals.
h) The Company has declared Interim Dividend.
c) 
The Company has appointed Mr. Ketan
Mehta (DIN 00129188) as Additional i) BSE vide its letter dated September 08, 2020
Director w.e.f December 29, 2020. and NSE vide its letter dated September 08,
2020 have levied a fine of ` 76,700 each for
d) The Company has decided not to invest non- compliance of Regulation 17(1) with
further by way of subscription money respect to the composition of the Board.
to convert the outstanding 8,000,000 The Company has promptly paid the said
Convertible Equity Warrants of ` 10 each fine amount and complied with the said
(“Equity Warrants”), issued by Cashless requirements.
Technologies India Private Limited (CTIPL),
into equivalent Equity Shares of CTIPL. I further report that during the audit period the Company
This decision was taken based on the and its officers has co-operated with me and have
recommendation of the Audit Committee produced before me all the required forms, information,
subsequent to a request made by CTIPL clarifications, returns and other documents as required
seeking Company’s decision to convert the for the purpose of my audit.
Equity Warrants to fulfill CTIPL’s investment
needs. Company believes that the business For P Mehta & Associates
of CTIPL is non-core to the business of the Practising Company Secretaries
Company and hence decided to surrender
the Equity Warrants for cancellation.
Prashant S Mehta
e) Mr. Abhishek Singh, Group Chief Financial (Proprietor)
Officer of the Company, was a Key ACS No. 5814
Managerial Personnel upto November 30, C.P. No. 17341
2020 as he moved into a business role to UDIN: A005814C000264523
take Mastek to newer heights. PR NO.: 763/2020

f) 
Mr. Sudhakar Ram was re-appointed as Date: April 28, 2021
Managing Director w.e.f July 01, 2020, Place: Mumbai
however due to his sudden demise on
November 08, 2020, the Board appointed This Report is to be read with my letter of even date
Mr. Ashank Desai (DIN 00017767) as which is annexed as Annexure A and forms an integral
Vice - Chairman & Managing Director of the part of this report.
Company, for a period of 5 (five) years i.e.
from November 08, 2020 to November 07,
2025 subject to approval of Members of the
Company.

136 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

“Annexure A”
To
The Members
Mastek Limited
CIN: L74140GJ1982PLC005215

My Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records 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 processes as were appropriate to obtain reasonable assurances 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 processes and practices, I followed provide reasonable basis
for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the company. I
have relied on the statutory report provided by the Statutory Auditors as well as Internal Auditors of the company for
the financial year ended March 31, 2021.

4. I have obtained the management representation wherever required about the compliance of laws, rules and regulations
and happening of events etc.

5. The compliance of the provision and other applicable laws, rules, regulations, standards are the responsibility of
management. My examination was limited to the verification of procedures on test basis.

6. The secretarial audit reports are neither an assurance as to the future liability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.

7. In view of the COVID-19 pandemic, I have verified the records and information which was made available to me using
electronic mode as well as by audio and visual means provided by the Company and its officers.

For P Mehta & Associates

Practising Company Secretaries

Prashant S Mehta
(Proprietor)
ACS No. 5814
C.P. No. 17341
PR NO.: 763/2020
UDIN: A005814C000264523

Date: April 28, 2021

Place: Mumbai

137
DIRECTORS’ REPORT

“ANNEXURE 6” TO DIRECTORS’ REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)
ACTIVITIES / INITIATIVES
[Pursuant to Rules 8 & 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. A brief outline of the Company’s CSR policy, including overview of projects or programme proposed to be
undertaken and a reference to the web-link to the CSR policy and projects or programmes.
The CSR policy has been developed for the Company to comply with the provisions of Section 135 of the Act and
Companies (Corporate Social Responsibility Policy) Rules 2014. Mastek is committed to spend up to 2% of the
average net profit for the preceding 3 (three) Financial Years on CSR projects or programmes related to activities
specified in Schedule VII to the Act or such activities as may be notified from time to time. A CSR committee was
constituted as per board resolution dated April 26, 2014 to meet the requirements of the Act.
2. Composition of CSR Committee:

Sr. Name of Director Designation / Nature of Number of Number of

No. Directorship meetings of CSR meetings of
Committee held CSR Committee
during the year attended during
the year
1. Ms. Priti Rao Chairperson 1 1
(Independent Director)
2. Mr. Ashank Desai Member (Vice - Chairman & 1 1
Managing Director)
3. *Mr. Sudhakar Ram (Late) Member (Vice - Chairman & 1 1
Managing Director)
4. #Mr. Rajeev Grover Member (Independent Director) NA NA
*Mr. Sudhakar Ram (Late), ceased to be member of the Committee with effect from November 08, 2020 due to his
demise.
#Mr. Rajeev Grover was appointed as a Member of the Committee, with effect from February 01, 2021.
3. Web link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed.
https://www.mastek.com/corporate-governance
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8
of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report):
Not Applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount required for set off for the Financial Year, if any:
Nil
6. Average net profit of the company as per section 135(5): ` 3,557 Lakhs
7. (a) Two percent of average net profit of the company as per section 135(5): ` 71 Lakhs
(b) 
Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years:
Nil
(c) Amount required to be set off for the Financial Year, if any: `107.50 Lakhs
(d) Total CSR obligation for the Financial Year (7a+7b- 7c): ` 71 Lakhs
8. (a) CSR amount spent or unspent for the Financial Year:

Total Amount Amount Unspent (in `)

Spent for the Total Amount transferred to Amount transferred to any fund specified under
Financial Year. Unspent CSR Account as per Schedule VII as per second proviso to section
section 135(6). 135(5).
Amount Date of Name of the Amount Date of
transfer Fund transfer
` 178.50 Lakhs Nil

138 Mastek Limited | Annual Report 2020-21

 (b) Details of CSR amount spent against ongoing projects for the Financial Year:

Sr. Name Item from Local Location of the Project Amount Amount Amount Mode of Mode of Implementation
No. of the the list of area project duration allocated spent in transferred to Implementation – Through Implementing
Project activities (Yes/ for the the current Unspent CSR Direct (Yes /No). Agency
in No) project Financial Account for
Schedule State District (in `) Year (in `) the project as Name CSR
VII to the per Section Registration
Act 135(6) (in `) number

Nil
DIRECTORS’ REPORT

(c) Details of CSR amount spent against other than ongoing projects for the Financial Year:

Sr. Name of the Project Item from the Local Location of the project Amount Mode of Mode of implementation
No. list of area (Yes/ spent for implementation Through implementing
Activities in No) the project Direct (Yes/No) Agency
schedule VII to (in ` Lakhs)
State District Name CSR
the Act
Registration
number
1 Livelihood enhancement Yes No Madhya Pradesh Chhatarpur 4.00 No Parmarth Samaj CSR00005857
of workers impacted by Sevi Sansthan
COVID-19 at Khajuraho –
UNESCO world heritage site
2 Aajivika - Sustainable Yes Yes Maharashtra Navi 6.27 No Srujna CSR00002690
livelihood opportunities for Mumbai Charitable
underprivileged women Trust
artisans Yes No New Delhi New Delhi
3 Blindness Control Program Yes No Maharashtra Amravati 6.48 No MAHAN Trust CSR00000414
4 Sunbird Trust Girls Hostel - Yes No Manipur Tenugopal 6.67 No Sunbird Trust CSR00002550
Residential Institution
5 Support for Medicines Yes Yes Maharashtra Thane 6.70 No PRASAD CSR00006132
Under Medical Programs Chikitsa
by PRASAD Chikitsa
6 Sponsorship for nutrition Yes Yes Maharashtra Thane 6.70 No Sangopita CSR00003968
program of specially abled
children
7 Ante Natal Care (ANC) Yes Yes Maharashtra Navi 8.33 No Sri Sathya Sai CSR00001048
Program for Pregnant Mumbai Sanjeevani
Women Centre
8 Project Anando Yes No Maharashtra Washim 9.60 No Light of Life CSR00000156
Trust

139
 Sr. Name of the Project Item from the Local Location of the project Amount Mode of Mode of implementation
No. list of area (Yes/ spent for implementation Through implementing

140
Activities in No) the project Direct (Yes/No) Agency
schedule VII to (in ` Lakhs)
State District Name CSR
the Act
Registration
number
9 Developing life skills & Yes No Karnataka Tumkur 11.00 No NavSahyog CSR00001961
creativity in village children Foundation
10 Coaching for School Yes Yes Maharashtra Thane 12.00 No Teacher CSR00002876
Success (CFSS) Programme Foundation
DIRECTORS’ REPORT

- An Online Approach
11 The Seva Kutir Program Yes No Madhya Pradesh Khandwa 12.50 No Parivaar CSR00000052
- Nutrition and Learning- Education

Mastek Limited | Annual Report 2020-21

acceleration Society
12 Family Strengthening Yes No Assam Guwahati 15.00 No SOS Children's CSR00000692
Programme (FSP) Villages of
India
13 Feed a child. Starve Cancer Yes No Karnataka Manipal Cuddles CSR00001473
– Nourisher Program at Foundation
Kasturba Hospital Yes No Jammu &
Kashmir Srinagar 19.00 No

Yes No New Delhi New Delhi

14 Livelihood enhancement Yes No Maharashtra Yavatmal 19.62 No Dilasa Sanstha CSR00001305
of distressed farmer
community through
Irrigation Development
15 Sponsorship for fruits Yes Yes Maharashtra Mumbai 20.00 No Apnalaya CSR00003515
and vegetables packs in
containment zones
16 *Administrative Overheads - - Maharashtra Mumbai 14.63 - Mastek CSR00001859
Foundation
TOTAL 178.50

*Donations were given to Mastek Foundation, who got the project implemented through the above agencies.

(d) Amount spent on Administrative Overheads: ` 14.63 Lakhs (included above)

(e) Amount spent on Impact Assessment, if applicable: Nil

(f) Total amount spent for the Financial Year (8b+8c+8d+8e) ` 178.50 lakhs

(g) Excess amount for set off, if any: ` 107.50 lakhs

DIRECTORS’ REPORT

Sr. Particular Amount (in `)

No.
(i) Two percent of average net profit of the company as per section 135(5) 71.00 Lakhs
(ii) Total amount spent for the Financial Year 178.50 Lakhs
(iii) Excess amount spent for the financial year [(ii)-(i)] 107.50 Lakhs
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial Nil
years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] 107.50 Lakhs

9. (a) Details of Unspent CSR amount for the preceding three Financial Years:

Sr. Preceding Amount Amount Amount transferred to any fund Amount

No. Financial transferred spent in the specified under Schedule VII as per remaining to
Year to Unspent reporting section 135(6), if any be spent in
CSR Financial succeeding
Account Name of the Amount Date of Financial
Year (in `) Fund transfer
under (in `) Years. (in `)
section 135
(6) (in `)
Nil

(b) Details of CSR amount spent in the Financial Year for ongoing projects of the preceding financial
year(s):

Sr. Project ID Name of Financial Project Total Amount Cumulative Status of

No. the Project Year in duration amount spent on amount the project
which the allocated the project spent at Completed
project was for the in the the end of / Ongoing
commenced project (in reporting reporting
`) Financial Financial
Year (in `) Year (in `)
Nil

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or
acquired through CSR spent in the Financial Year.

(Asset-wise details)

(a) Date of creation or acquisition of the capital asset(s): Not Applicable

(b) Amount of CSR spent for creation or acquisition of capital asset: Not Applicable

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is
registered, their address etc.: Not Applicable
(d) Provide details of the capital asset(s) created or acquired (including complete address and location
of the capital asset).: Not Applicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
section 135(5): Not Applicable

Priti Rao Rajeev Grover Ashank Desai

Chairperson of CSR Committee Member of CSR Committee Vice - Chairman & Managing Director
(DIN: 03352049) (DIN: 00058165) (DIN: 00017767)

141
DIRECTORS’ REPORT

“ANNEXURE 7” TO DIRECTORS’ REPORT

INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1)
OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014
1. The ratio of the remuneration of each Director and Key Managerial Personnel to the median
remuneration of the employees of the Company for the Financial Year 2020–21:
Name of Directors Designation Ratio of Remuneration (in `) No. of
and KMP Remuneration ESOPs
FY. 2020–21 FY. 2019–20
of each Director granted
/ KMP to
the median
remuneration

Mr. S. Sandilya Non - Executive Chairman 4.56 3,500,000 3,000,000 NA

and Independent Director

Mr. Sudhakar Ram* Vice - Chairman & 9.42 7,225,116 9,420,816 NA

(Late) Managing Director

Mr. Ashank Desai$ Vice - Chairman & 12.50 9,592,794 2,474,658 NA

Managing Director

Ms. Priti Rao Non - Executive Director 3.26 2,500,000 2,200,000 NA

(Independent)

Mr. Atul Kanagat Non - Executive Director 2.74 2,100,000 1,500,000 NA

(Independent)

Mr. Rajeev Grover Non - Executive Director 3.00 2,300,000 500,000 NA

(Independent)

Mr. Ketan Mehta# Non - Executive Director NA 400,000 NA NA

(Non - Independent)

Mr. Abhishek Group Chief Financial 40.95 31,420,311 20,235,498 20,000

Singh## Officer

Mr. Dinesh Kalani Company Secretary 5.32 4,078,793 3,396,921 -

63,117,014 42,727,893 20,000

Remuneration consists of certain benefits / perquisites as approved by the Members under enabling resolution.

* Mr. Sudhakar Ram (Late) was Vice Chairman & Managing Director for part of the year upto November 08, 2020.

$ Mr. Ashank Desai was appointed as a Vice Chairman & Managing Director effective November 08, 2020 and has been paid
Remuneration of ` 7,962,431 and perquisites of ` 16,500. Also, Mr. Ashank Desai was Non – Executive Director up to November 08,
2020 and has been paid sitting fees of ` 1,600,000 and perquisites of `13,863.

# Details not given as Mr. Ketan Mehta was appointed as Non-Executive Director (Non - Independent) only for part of the year w.e.f.
December 29, 2020.

## Mr. Abhishek Singh was a Group Chief Financial Officer upto November 30, 2020.

142 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

Notes:

1. The remuneration of Non-Executive Directors consists of sitting fees and payment of Commission, wherever
applicable.
2. The median remuneration of the Company for all its employees was ` 767,269 for the Financial Year 2020–21.
3. Mr. Sudhakar Ram (Late) gratuity & leave encashment was paid to the nominee hence excluded from remuneration.
2. The percentage increase in remuneration of each Director, Group Chief Financial Officer and
Company Secretary in the Financial Year 2020–21 as compared to Financial Year 2019–20:
Name of Directors and Designation % increase / decrease
KMP in Remuneration
Mr. S. Sandilya Non - Executive Chairman & Independent Director 17
Mr. Sudhakar Ram* (Late) Vice - Chairman & Managing Director (23)
Mr. Ashank Desai$ Vice - Chairman & Managing Director NA
Ms. Priti Rao Non - Executive Director (Independent) 14
Mr. Atul Kanagat Non - Executive Director (Independent) 40
Mr. Rajeev Grover# Non - Executive Director (Independent) NA
Mr. Ketan Mehta@ Non - Executive Director (Non - Independent) NA
Mr. Abhishek Singh## Group Chief Financial Officer (up to November 30, 2020) 55
Mr. Dinesh Kalani Company Secretary 20
* Mr. Sudhakar Ram (Late) was Vice - Chairman & Managing Director only for part of the year upto November 08, 2020.
$ Mr. Ashank Desai was appointed as a Vice - Chairman & Managing Director effective November 08, 2020 and his earlier role was
of Non-Executive Director. Hence remuneration is not comparable with previous financial year.
# Mr. Rajeev Grover was appointed as a Non-Executive Director (Independent) effective January 28, 2020.
@ Mr. Ketan Mehta was appointed as a Non-Executive Director (Independent) effective December 29, 2020
## Mr. Abhishek Singh was a Group Chief Financial Officer upto November 30, 2020. Remuneration includes perquisite value of
ESOP’s exercised during the year .
Note: The variation in percentage of remuneration of Non - Executive Directors is on account of receipt of sitting fees and commission
during the year under review, vis a vis the preceding Financial Year.

3. The Percentage increase in the median remuneration of employees in the Financial Year 2020–21:

The percentage increase in the median remuneration of all employees in the Financial Year was 35%.

4. The number of permanent employees on the rolls of Company as on March 31, 2021:

The number of permanent employees on the rolls of Company as on March 31, 2021 were 1,074.

5. Average percentile increase already made in the salaries of employees other than the Managerial Personnel
in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and
justification thereof and point out if there are any exceptional circumstances for increase in the Managerial
Remuneration:

Average percentage increase in the salaries of the employees other than the Managerial Personnel in the Financial Year
was 27% vis a vis increase of 15% in the salaries of Managerial Remuneration.

6. Affirmation that the remuneration is as per the Nomination and Remuneration Policy of the Company:

It is affirmed that the remuneration is as per the Nomination and Remuneration Policy of the Company.

For and on behalf of the Board

Ashank Desai S. Sandilya

Vice - Chairman & Managing Director Non - Executive Chairman & Independent Director
(DIN: 00017767) (DIN: 00037542)

Date: April 28, 2021

Place: Mumbai
143
DIRECTORS’ REPORT

144 Mastek Limited | Annual Report 2020-21

DIRECTORS’ REPORT

A Resilient Future: Driven by

Humane@Work

Report on Corporate Governance

145
REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) read with Section C of global practices, transparent disclosures and empowerment of
Schedule V to SEBI (Listing Obligations and Disclosure Stakeholders are as necessary as delivering excellent financial
Requirements) Regulations, 2015 (“SEBI Listing results, for creating and sustaining value for Members and
Regulations”), a Report on Corporate Governance for meeting expectations of Customers and Society.
the Financial Year ended March 31, 2021 is presented
below: The Company’s actions are governed by its values and
principles, which are reinforced at all levels within the
Corporate Governance refers to the systems of rules, Company. Your Company believes that if something is
practices and processes by which Companies are governed. important enough to be done, it is important that it is done
Corporate Governance essentially involves balancing the ethically and in compliance with applicable legislation. The
interests of various Stakeholders of the Company, such Company’s Code of Business Conduct & Ethics is an extension
as Members, Customers, Financiers, the Government, the of its values and reflects its continued commitment to ethical
Employees and the Community. Since Corporate Governance business practices across its operations. Your Company
also provides the framework for attaining a Company’s acknowledges its individual and collective responsibilities to
objectives, it encompasses practically every sphere of manage its business activities with integrity. The Company’s
Management, from action plans and internal controls Code inspires it to set standards which not only meet the
to performance measurement and corporate disclosure. applicable legislation but go beyond in many areas of its
Corporate Governance encourages a trustworthy, moral, as functioning.
well as ethical environment. For ensuring sound Corporate
Governance practices, the Government of India has put Mastek is committed in helping individuals and institutions
in place a framework based on the stipulations contained to become the best that they can be. To strengthen the
under the Companies Act, 2013 (“the Act”), SEBI Listing foundation of its engagement with all its Stakeholders,
Regulations, Accounting Standards, Secretarial Standards, we have defined a set of ethical values called PACTS
etc. Today’s market-oriented economy and globalisation (Passionate, Accountable, Collaborative, Transparent
drive the demand for a high quality of Governance practices. and Sustainable) and encourage every Mastekeer to follow
its set of defined ethical values. More importantly, they serve
as a framework for the behaviour of current and future
Mastek Limited (“Mastek” or “Company”) has worked generations of Mastekeers.
diligently to integrate ethics and social responsibility in
defining its corporate culture. Besides complying with Mastek’s Corporate Governance system provides a
the legal framework of Corporate Governance practices, fundamental framework to execute its business in line with
Company has voluntarily adopted and evolved various business ethics. Mastek not only adheres to the prescribed
practices of Governance conforming to highest ethical and Corporate Governance practices as per the SEBI Listing
responsible standards of business. Regulations but is also committed to sound Corporate
Governance Principles and Practices.

COMPANY’S PHILOSOPHY ON Past year was mired by the pandemic that has adversely
impacted the economy and citizens of all countries across
CORPORATE GOVERNANCE the world. Your Company quickly adopted to ensure there
The Company’s strong beliefs on good Corporate is minimal impact to the business and employees of the
Governance, is based on strong foundations of ethical Company. In addition, your Company has shown great
values and professionalism which are being practised since resilience to the challenges such pandemic brought and has
the inception of the Company. At Mastek, employees ensured stability in dynamic and challenging times.
feel gratified to belong to a Company whose visionary
founders laid the foundation stone for good governance The Corporate Governance Structure
long back and made it an integral principle of the business. Mastek’s Corporate Governance Structure broadly consists
The Company’s philosophy on Corporate Governance is of the Board of Directors and the Committees of the
aimed at optimising the balance between Stakeholders’ Board at the Apex level and the Management Structure at
interests and corporate goals through the efficient conduct the Operational level. This layered Structure brings about
of its business and meeting obligations in a manner that is a harmonious blend in Governance as the Board sets
guided by maintaining transparency in its dealings, creating the overall Corporate Objectives and gives direction and
robust policies and practices for key processes and systems freedom to the Management to achieve these Corporate
with clear accountability, integrity, transparent governance Objectives within a given framework, thereby bringing
practices and highest standards of regulatory compliances. about an enabling environment for value creation through
Company considers the Stakeholders as partners in its success sustainable and profitable growth. Together, the Board and
and is committed to maximising Stakeholder’s value, be it the Management ensure that Mastek remains a Company
members, employees, customers, vendors, governments or of uncompromised integrity and excellence.
the community at large. It is Company’s belief that following

146 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

Mastek has three-tier of Corporate Governance & Governance Committee on a quarterly basis. The
Structure, viz.: Audit Committee, the Risk Management & Governance
Committee and the Board collectively review the status of
1. Strategic Supervision – by the Board of Directors compliances with the applicable laws and provide valuable
comprising the Executive, Non-Executive and guidance to the Management team, wherever necessary.
Independent Directors. The primary role of the
Board is to protect the interest and enhance BOARD OF DIRECTORS (“BOARD”)
value for all the Stakeholders. It conducts overall
Corporate Governance is also about what the Board does
strategic supervision and control by setting the and how they set the values of the Company. The Company
goals and targets, policies, governance standards, recognises and embraces the importance of a diverse Board
reporting mechanism and accountability & decision in its success and it believes that a truly diverse Board would
making process to be followed. The Committees of leverage differences in thought, perspective, knowledge, skill
the Board such as Audit Committee, Nomination and industry experience, which will enrich Board discussions
and Remuneration Committee, Corporate and enable effective decision making. The responsibilities
Social Responsibility Committee, Stakeholders of the Board thus includes setting the Company’s strategic
aims, providing the leadership to put them into effect,
Relationship Committee and Risk Management and
supervising the Management of the Company and reporting
Governance Committee are focused on financial
to the Members on their governance.
reporting, audit and internal controls, appointment
& remuneration of Directors, Key Managerial Mastek’s Board is an ideal mix of knowledge, perspective,
Personnel & Senior Managerial Personnel, professionalism, divergent thinking and experience. Mastek
identifying, implementing & monitoring of CSR Board’s uniqueness lies in the fact that the Board balances
activities and the Risk management, Governance, several deliverables, achieves sound Corporate Governance
objectives in a promoter owned organisation and acts as a
operational, legal & compliances including
catalyst in creation of Stakeholder value. This is reflected
sustainability framework.
in the Company’s governance practices, through which it
strives to maintain an active, informed and independent
2. Executive Management – by the Corporate
Board. The Board ensures that the Company complies
Management team comprising of the Managing
with all relevant laws, regulations, governance practices,
Director and Executive Committee team consisting accounting and auditing standards etc. It identifies key risk
of the functional heads of the Company. They areas and key performance indicators of the Company’s
meet at regular intervals, wherein all important business and constantly monitors these factors.
business issues are discussed and decisions are
taken. Management reviews and monitors monthly Composition of the Board
performances addresses challenges faced by the The Composition of the Board of Directors is made up of
business, draws strategies & policies and keeps the eminent and qualified persons who ensure that the long-
Board informed about important developments standing culture of maintaining high standards of Corporate
having bearing on the operational and financial Governance is further nurtured. The Board effectively
separates the functions of governance and management
performance of the Company.
and balances deliverables. The composition and size of the
Board is reviewed periodically to ensure that the Board is
3. Operational Management – by the Business Unit
a wholesome blend of Directors with complementary skill-
Heads of the respective geography, this includes
sets.
Account Leadership Team and Geo Leadership
Team looking at all the functional aspects of a The Board has an optimal mix of Executive and Non-
Customer and Geo. Executive Directors who have considerable expertise in their
respective fields including competencies required in context
The three-tier Corporate Governance Structure, besides of Company’s businesses. The Non-Executive Directors
ensuring greater management accountability and including Independent Directors on the Board are well
credibility, facilitates increased autonomy to the businesses, qualified, experienced, competent and highly renowned
performance discipline and development of business persons with varied professional background in the field of
leaders, leading to an increased operational efficiency and Information Technology, Finance, General Management,
client satisfaction. Marketing Strategy & Planning, Mergers & Acquisitions,
Brand Development, Risk Management etc. They take active
The Compliance Framework part at the Board and Committee Meetings by providing
valuable guidance and expert advice to the Management
The Company has a robust and an effective framework for on various aspects of business overview, and play a critical
monitoring compliances with the applicable laws within the role on strategic issues, which enhances the transparency
organisation and also to provide regular updates through and adds value in the decision making process of the Board
Senior Management to the Board and the Risk Management of Directors.

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REPORT ON CORPORATE GOVERNANCE

The Board has an unfettered and complete access to any information within the Company. Members of the Board have complete
freedom to express their views on agenda items and can discuss any matter at the Meeting with the permission of the Chairperson.

As on March 31, 2021 the Board Composition was as follows:

Sr. No. Name of the Director Promoters / Category
Non-Promoters
1. Mr. S. Sandilya Non - Promoter Chairman (Non - Executive) & Independent Director
2. Mr. Ashank Desai (Note a) Promoter Vice - Chairman & Managing Director
3. Mr. Ketan Mehta (Note b) Non - Executive & Non - Independent Director
4. Ms. Priti Rao
5. Mr. Atul Kanagat Non - Promoter Non - Executive & Independent Director
6. Mr. Rajeev Grover

a. Mr. Ashank Desai was appointed as Vice - Chairman & Managing Director of the Company w.e.f. November 08, 2020,
subject to approval of the Members at the ensuing Annual General Meeting of the Company. He was holding position as
Non - Executive Director till then.
b. Mr. Ketan Mehta was appointed as an Additional Director of the Company w.e.f. December 29, 2020, subject to approval of the
Members at the ensuing Annual General Meeting of the Company.

Board Diversity
Your Company over the years, has been fortunate to diverse backgrounds and possess special skills with regard
have eminent persons from diverse fields as Directors to the industries / fields from where they come.
on its Board. Pursuant to the SEBI Listing Regulations,
the Nomination and Remuneration Committee of the The skill profile of Independent Board Members is driven
Board has formalised a policy on Board Diversity to by the key performance indicators defined by the Board,
ensure diversity of experience, knowledge, perspective, broadly based on:
background, gender, age and culture. The policy is made
• Independent Corporate Governance;
available on the website of the Company at web link
https://www.mastek.com/corporate-governance • Guiding strategy and enhancing shareholders’
value;
The brief profiles of Directors forming part of this Annual
Report gives an insight into the education, expertise, skills • Monitoring performance, Management
and experience of Directors, thus bringing in diversity to development & compensation; and
the Board’s perspectives. • Control and compliance.

Board Membership Criteria Matrix highlighting Core Skills / Expertise /

The Board has adopted the Nomination and Remuneration Competencies of the Board of Directors
Policy to ensure that the Board Composition is balanced The Board of the Company is structured having requisite
with the requisite skillsets, so that the Company benefits level of qualifications, professional background, sector
from new insights, guidance and challenges to business expertise, special skills, nationality and geography. The
proposals. The Policy outlines the appointment criteria Board after taking into consideration the Company’s
and qualifications of the Directors on the Board of Mastek nature of business, core competencies and key
and the matters related to remuneration of the Directors. characteristics has identified the following core skills /
The said Policy is available on the Company’s website at expertise / competencies as required in the context of its
https://www.mastek.com/corporate-governance.  The business(es) & sector(s) for it to function effectively and in
eligibility of a person to be appointed as a Director of the opinion of the Board is currently available.
the Company is dependent on whether the person
The below table summarises the key qualifications, skills
possesses the requisite skill sets identified by the Board
and attributes which are taken into consideration while
and whether the person is a proven leader in running a
nominating to serve on the Board. The specific areas of
business that is relevant to the Company’s business or is a
focus or expertise of individual board members have been
proven academician in the field relevant to the Company’s
highlighted. However, the absence of a mark against a
business. The Directors so appointed are drawn from
member’s name does not necessarily mean the member
does not possess the corresponding qualification or skills:
148 Mastek Limited | Annual Report 2020-21
REPORT ON CORPORATE GOVERNANCE

SKILLS AND ITS DESCRIPTION Mr. S. Mr. Mr. Ms. Priti Mr. Mr.
Sandilya Ashank Ketan Rao Atul Rajeev
Desai Mehta Kanagat Grover
FINANCIAL MANAGEMENT    
Wide ranging knowledge and financial skills,
oversight for risk management and internal
controls and proficiency in financial management
and financial reporting processes.
TECHNOLOGY      
Reasonable knowledge and experience in
technology with an ability to foresee technological
trends and changes, apply new technology and
bring about innovations in business strategies.
MERGERS AND ACQUISITIONS      
Significant experience in mergers and acquisitions
and other business combinations, with strong
insight of risks and opportunities, valuations and
diligence processes, structural impact on the
organisation and ability to leverage integration
planning.
GLOBAL BUSINESS PERSPECTIVE      
Understanding of diversified business
environments, economic, political, cultural and
regulatory framework across the globe and a broad
perspective on global market opportunities and
experience of overseeing and managing businesses
across multiple countries and environments.
STRATEGY AND PLANNING      
Ability to critically identify and assess strategic
opportunities and threats and develop effective
strategies in the context of long-term objectives
and the organisation’s relevant policies and
priorities.
GOVERNANCE AND COMPLIANCE     
Understanding of the various governance
and compliance requirements under various
applicable laws, supporting a strong Board base
and management accountability, transparency,
and protection of members’ interests. A strong
understanding of regulatory environment across
securities laws, data protection and privacy, and
cyber security for India and countries where
business is transacted.
RISK MANAGEMENT      
Identification and Management of risk at
Micro & Macro, Functional & Geographic and
Strategic & Operational levels and implementing
risk management process with the proper
understanding of the risk and monitoring
mechanism.
OPERATIONS AND GENERAL MANAGEMENT      
Capacity to perform executive duties in an
organisation while avoiding crisis situations and
promptly solving problems when they occur.

The Board is satisfied that the current composition reflects an appropriate mix of knowledge, skills, experience, diversity and
competence required for it to function effectively.

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REPORT ON CORPORATE GOVERNANCE

Declarations of Directors) Rules, 2014, Independent Directors of the

In the opinion of the Board, all the Independent Directors Company have confirmed that they have registered
of the Company have the relevant integrity, qualifications, themselves with the databank maintained by the Indian
expertise, experience and they also fulfil the criteria of Institute of Corporate Affairs (IICA).
independence as defined under Section 149(6) of the
The Company had also issued formal appointment
Act read with Rule 5 of Companies (Appointment and
letters to all the Independent Directors at the time of
Qualification of Directors) Rules 2014, Regulation 16(1)
their appointment in the manner provided under the Act
(b) of the SEBI Listing Regulations and are independent of
read with the Rules issued thereunder. A sample letter of
the management of the Company. The Company has also
appointment containing the terms and conditions, issued
received declarations from the Independent Directors that
to the Independent Directors, is made available on the
they meet the criteria of Independence.
Company’s website at web link: https://www.mastek.
Further, in terms of Section 150 of the Act, read with com/corporate-governance
Rule 6 of the Companies (Appointment and Qualification

The name and category of the Director, DIN, number of Directorships and Committee positions held in the
Companies and the list of other Listed Entities where he / she is a Director along with the category of their
Directorships as on March 31, 2021 are given below:

Name of the Category of Date of Directorship held in other listed No. of No. of
Director and DIN Directorship Appointment entities along with Category Committees Committees
Re- Memberships Chairmanships
appointment (including (including
in the current Mastek) Mastek)
term
Mr. S. Sandilya Chairman (Non 01.04.2019 1. Eicher Motors Limited - 5 4
(DIN: 00037542) -Executive & Independent Director
Independent 2. GMR Infrastructure Limited -
Director) Independent Director
3. Rane Brake Lining Limited -
Independent Director
*Mr. Ashank Desai Vice - Chairman & 08.11.2020 1. NRB Bearings Limited - 3 1
(DIN: 00017767) Managing Director Independent Director
(Promoter) 2. Majesco Limited - Non
- Executive and Non
Independent Director
#Mr. Ketan Mehta Non - Executive 29.12.2020 Majesco Limited - Non 1 0
(DIN: 00129188) Director (Promoter) Executive and Non
Independent Director
Ms. Priti Rao Non - Executive 01.04.2019 - 1 0
(DIN:03352049) Director
(Independent)
Mr. Atul Kanagat Non - Executive 01.04.2019 - 2 0
(DIN: 06452489) Director
(Independent)
Mr. Rajeev Grover Non - Executive 29.10.2020 - 1 0
(DIN:00058165) Director
(Independent)

* Mr. Sudhakar Ram (Late), Vice - Chairman & Managing Director of the Company passed away on November 08, 2020 following a short
illness. Mr. Ashank Desai was appointed as Vice - Chairman & Managing Director of the Company, subject to approval of the Members at
the ensuing Annual General Meeting of the Company.

#Mr. Ketan Mehta was appointed as an Additional Director of the Company with effect from December 29, 2020, subject to approval of
the Members at the ensuing Annual General Meeting of the Company.

150 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

Notes:

1. Data presented above is after taking into account, the disclosures furnished by the continuing Directors in the first
Board Meeting of the Financial Year 2021-22.

2. None of the Director is a member of more than 10 (ten) Board-level Committees, or a Chairman of more than 5 (five)
such Committees, which is, in compliance with the SEBI Listing Regulations and Act. Further, none of the Director acts
as an Independent Director in more than 7 (seven) Listed Companies.

3. The Committees considered for the purpose of calculation of membership and / or chairmanship as discussed above
are those as specified Regulation 26 of the SEBI Listing Regulations i.e. Audit Committee and Stakeholder Relationship
Committee only.

4. None of the Directors have any inter-se relationship among themselves or with any employees of the Company.

Induction Programme for New Directors and in the Industry as available in public domain, Marketing
On-going Familiarisation Programme for strategy, Business risks and Mitigation plan, etc.. The
Existing Independent and Non-Independent Directors are also periodically updated on the regulatory
Directors changes and their impact on the Company.
All new Independent Directors are taken through a formal
Details of the Programme for Familiarisation of
induction and Familiarisation Programme when they join
Independent Directors with the working of the Company
the Board of the Company. The Induction Programme
are available on the website of the Company at web link
is an exhaustive one that covers the history and culture
https://www.mastek.com/ corporate-governance
of Mastek, background of the Company and its growth
over the last several decades, various milestones in the Manner of Performance Evaluation of the
Company’s existence since its incorporation, the present Board, Committees and Directors
structure and an overview of the businesses and functions. In compliance with Act and SEBI Listing Regulations, the
Every new Director of the Board needs to attend a Board of Directors has carried out an annual evaluation
Review / Orientation Program organised by the Company. of its own performance, Board Committees, Individual
Managing Director, Global Chief Executive Officer, Directors, Chairpersons and the Managing Director for
Global Chief Financial Officer and Senior Management the year under review
Team, provides an overview of Strategy, Operations and In respect of individual Directors including the Non-
Functions of the Company by making presentations. Executive Chairman and the Managing Director, their
An opportunity is provided to the Directors to interact personal performance evaluation was carried out using
with Senior Management Team of the Company which a peer review process, facilitated by an outside subject
helps them to get ground level information on the matter expert with confidential processing of inputs,
Company’s services offering, Markets, Software Delivery, interpretation of findings followed by one-on-one
Organisation Structure, Finance, HR, Technology, Quality meeting of the individual Directors, and concluding with
Facilities, Risk Management and Regulatory Compliances. an aggregate presentation to the entire Board.

The above initiatives help the Directors to understand the Functioning of the Board and its Committees were
Company, its business and the Regulatory framework reviewed and evaluated on the basis of responses from
in which the Company operates and equips them to Directors, Committee Members and the Managing
effectively fulfil their role as a Director of the Company. Director to structured questionnaires, covering various
aspects of the composition and functioning.
Further, as an on-going process, the Board is updated on
In a separate meeting of the Independent Directors,
a quarterly basis through presentations and discussions
performance of Non-Independent Directors, performance
on the overall economic trends, the performance of
of the Board as a whole and performance of the Chairman
the IT Industry and that of the Company, analysis of were also evaluated, taking into account the views of
the circumstances which helped or adversely impacted Executive Director and Non- Executive Director. The
the Company’s performance and the initiatives taken Directors were asked to provide their valuable feedback
/ proposed to be taken to bring about an overall and suggestions about the overall functioning of the
improvement in the performance of the Company, Board and its Committees and its areas of improvement
comparison of the Company’s performance with its peers for a higher degree of engagement with the Management.

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REPORT ON CORPORATE GOVERNANCE

The Board expressed its satisfaction with the Evaluation the Board have access to all the information and are free
results, which reflects the high degree of engagement of to recommend inclusion of any matter in the Agenda for
the Board and its Committees with the Company and its discussion. Any additional Agenda items in the form of
Management. Based on the outcome of the evaluation “Other matters” are included with the permission of the
and assessment cum feedback of the Directors, the Board Chairperson and majority of the Directors present at the
and the Management have also agreed on some action Meeting. In view of the nationwide lockdown at the end
points which will be implemented over an agreed time- of the year under review, the Board and its Committees
frame. Meetings were held through video conferencing mode in
accordance with the provisions of law.
Notwithstanding the prevailing lockdown / pandemic
condition since March 2020, the process was meticulously There is a clear demarcation of responsibility and
conducted through virtual meetings using audio visual authority amongst the Board Members.
technological aids within the time frame set.
• The Chairman - his primary role is to provide
The Nomination and Remuneration Committee of leadership to the Board in achieving goals of the
the Company identifies and ascertains the Integrity, Company in accordance with the charter approved
Qualification, Expertise, Positive attributes and Experience by the Board. As the Chairman of the Board, he
of a person for Appointment as Director and thereafter is responsible for all the Board matters including
recommends the candidature for election as a Director the working of the Board and for ensuring that
on the Board of the Company. The Committee follows all relevant issues are placed before the Board and
defined criteria in the process of obtaining optimal Board that all Directors are encouraged to provide their
diversity, which, inter alia, includes optimum combination expert guidance on the relevant issues raised in the
of Executive and Non-Executive Directors, Appointment Meetings of the Board. He is also responsible for
based on specific needs and business of the Company, review of the corporate strategy along with other
qualification, knowledge, experience and skill of the Members of the Board of Directors. His role, inter
proposed appointee etc. The manner of Appointment alia, includes:
and Removal of Directors / Key Managerial Personnel /
 Provide leadership to the Board and preside
Senior Managerial personnel and their remuneration
over all Board and General Meetings.
thereof forms part of the Nomination and Remuneration
Policy of the Company, which is available on the website  Achieve goals in accordance with Company`s
of the Company at web link https://www.mastek.com/ overall vision.
corporate-governance where it can be accessed.
 Ensure that Board decisions are aligned with
Board Meeting Procedure Company`s strategic policy.
The Board / Committee Meetings are pre-scheduled and
a tentative annual calendar of the Board and Committee  Oversee and evaluate the overall performance
Meetings is circulated to the Members well in advance of Board and its members.
to facilitate them to plan their schedule and to ensure  Ensure to place all relevant matters before the
meaningful participation in the Meetings. However, in case Board and encourage healthy participation by
of a special and urgent business need special meetings of all Directors to enable them to provide their
the Board / Committees are held or their approval is taken expert guidance.
by passing resolutions by Circulation, as permitted by law,
which are noted and confirmed in the subsequent Board /  Monitor the performance of the Executive
Committee Meeting. All Board Meetings are governed by Management team.
a structured agenda which is backed by comprehensive
background information and presentations, thereto, • The CEO and / or Executive Director - are
are drafted and circulated to each Member well in responsible for implementation of corporate
advance before the date of the Board Meetings and of strategy, brand equity planning, external contacts
the Committee Meetings. The Company always ensures and other management matters which are approved
that Board Members are presented with all the relevant by the Board. They are also responsible for achieving
information on vital matters affecting the working of the the annual and long term business plans. Their role,
Company including the information as inter alia specified inter alia, includes:
under Part A of SEBI Listing Regulations. The Members of

152 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

 Crafting of vision and business strategies of the Invitees and Proceedings

Company. Apart from Board Members and the Company Secretary,
the Board and Committee Meetings are generally also
 Clear understanding and accomplishment of
attended by the Global Chief Financial Officer (GCFO),
Board set goals.
Global Chief Executive Officer (GCEO), Global Legal Head
 Responsible for overall performance of the and wherever required by the Executive Leadership Team
Company in terms of revenues & profits and of the Group.
goodwill.
The Managing Director, Global Chief Financial Officer
 Acts as a link between Board and Management. and Global Chief Executive Officer apprises the Board,
at each of its Meeting about the overall performance of
 Ensure compliance with statutory provisions the Company with presentations on business operations
under multiple regulatory enactments. on a regular basis. The Members of Executive Members
are invited at the Board / Committee Meetings to provide
• Non-Executive Directors (including Independent
necessary insights into the performance of the Company
Directors) - plays a critical role in balancing the
and for discussing corporate strategies with the Board /
functioning of the Board by providing independent
Committee Members.
judgements on various issues raised in the Board
Meetings like formulation of business strategies, The annual strategic and operating plans of the business
monitoring of performances, etc. Their role, inter- are presented to the Board. The quarterly financial
alia, includes: statements and annual financial statements are first
presented to the Audit Committee and subsequently to
 Impart balance to the Board by providing
the Board for their approval. Also, the Risk Management
independent judgement.
and Governance Committee and the Board periodically
 Provide feedback on Company`s strategy and reviews compliance reports with respect to laws &
performance. regulations applicable to the Company. Important
managerial decisions, material developments and
 Provide effective feedback and statutory matters are presented to the Committees of the
recommendations for further improvements. Board and the Committees’ recommendations are placed
before the Board. As a system, information is submitted
The maximum interval between any 2 (two) consecutive along with the agenda papers well in advance of the
Board Meetings was well within the maximum allowed Meetings.
gap of 120 (one hundred and twenty) days. The necessary
quorum was present for all the meetings. The Chairperson of various Board Committees brief the
Board on all the important matters discussed and decided
With the unanimous consent of the Board, all information at their respective Committee Meetings, which are
which is in the nature of Unpublished Price Sensitive generally held prior to the Board Meeting.
Information (UPSI), is circulated to the Board and its
Committees at a shorter notice before the commencement Post Meeting Action and Follow - up system
of the respective Meetings in a secure manner. Post Meetings, all important decisions taken at the
Meeting are communicated to the concerned officials and
The Company adheres to the provisions of the Act read
departments. The Company has an effective post Board
with the Rules issued thereunder, Secretarial Standards
Meeting follow up procedure. Action taken report on the
and the SEBI Listing Regulations with respect to convening
decisions taken in a Meeting is placed at the immediately
and holding the Meetings of the Board of Directors, its
succeeding Meeting for information of the Board.
Committees and the General Meetings of the Members
of the Company. The Board has established procedures to periodically
review compliance report pertaining to all laws applicable
to the Company as well as steps taken by the Company to
rectify instances of non - compliance, if any.

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REPORT ON CORPORATE GOVERNANCE

Number of Board Meetings and Attendance of each Director at the Meeting of the Board of Directors and the
last Annual General Meeting (AGM).

During the year under review, 7 (Seven) Board Meetings were held. The dates and attendance of each Director in these
Meetings are appended as follows.

Sr. Name of the Attendance in Board Meetings and AGM held during the year under review
No. Director June 14, July October November January February March AGM -
2020 29, 2020 29, 2020 08, 2020 08, 2021 01, 2021 03, 2021 October
29, 2020
1. Mr. S. Sandilya √ √ √ √ √ √ √ √
2. Mr. Sudhakar √ √ × NA NA NA NA √
Ram (late)
(Note a)
3. Mr. Ashank √ √ √ √ × √ √ √
Desai
4. Mr. Ketan NA NA NA NA × √ √ NA
Mehta (Note b)
5. Ms. Priti Rao √ √ √ √ √ √ √ √
6. Mr. Atul √ √ √ √ √ √ √ √
Kanagat
7. Mr. Rajeev √ √ √ √ √ √ √ √
Grover

 - Present, × - Absent, NA - Not Applicable

Notes:
a. Mr. Sudhakar Ram ceased to be the Director of the Company w.e.f. November 08, 2020 due to his demise.
b. Mr. Ketan Mehta was appointed as an Additional Director of the Company w.e.f. December 29, 2020, subject to approval of the
Members at the ensuing AGM of the Company.
Due to the exceptional circumstances caused by the COVID-19 pandemic and consequent relaxations granted by MCA and SEBI, all Board
meetings in Financial Year 2020 - 21 were held through Video Conferencing.

Separate Meetings of the Independent All the Independent Directors were present throughout
Directors the Meeting. They expressed satisfaction on the Board
Pursuant to Schedule IV of the Act and as per Regulation Members’ freedom to express views on the business
25(3) of the SEBI Listing Regulations, Separate Meeting of transacted at the various Board and Committee Meetings
Independent Directors of the Company was held on July and the openness with which the Management discussed
9, 2020 amongst themselves without the presence of the various subject matters on the agenda of the Meetings.
Company Executives and following items were discussed
Support and Role of Company Secretary
/ assessed:
The Company Secretary is responsible for convening
a. the financials of the Company; the Board and Committee Meetings, preparation and
b. the quality, quantity and timelines of flow of distribution of Agenda and other documents and
information between the Company Management recording of the Minutes of the Meetings. He acts as
and the Board that is necessary for the Board interface between the Board and the Management and
Members to effectively and reasonably perform their provides required assistance and assurance to the Board
duties; and the Management on compliance and governance
c. Evaluation of Performance of Non- Independent aspects.
Directors and the Board as whole;
d. Evaluation of Performance of Chairperson of the
Company, taking into account the views of Executive
Director and Non-Executive Directors; and
e. Other related matters.

154 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

COMMITTEES OF THE BOARD Meetings of each of these Committees are convened by

the respective Chairpersons, who also apprise the Board
The Board Committees play a crucial role in the
about the summary of discussions held at their Meetings.
Governance Structure of the Company and are being set
The Minutes of the Committee Meetings are sent to all
out to deal with specific areas / activities which concern
Directors individually for their approval / comments as per
the Company and need a closer review. They are set up
prescribed Secretarial Standards and after the Minutes
under the formal approval of the Board to carry out their
are duly approved, these are circulated to the Board of
clearly defined roles. The Board supervises the execution
Directors and tabled at the Board Meetings. The Board has
of its responsibilities by the Committees and is responsible
constituted the following Mandatory and Non-Mandatory
for their action.
Committees.
Each Committee, guided by its Terms of Reference,
During the year under review, the Board has accepted all
which provides for the Composition, Scope, Powers,
the recommendations of all the Committees on matters
Duties and Responsibilities is explained hereunder. The
where such a recommendation is mandatorily required.
Recommendation and / or Observations and Decisions are
placed before the Board for information or approval. The

Details on Composition of these Committees as on March 31, 2021 are given hereunder:

Name of the Category Audit Nomination Stakeholders Corporate Risk

Directors Committee and Relationship Social Management
Remuneration Committee Responsibility & Governance
Committee Committee Committee
Mr. S. Sandilya Independent Chairperson Member Chairperson - -
*Mr. Ashank Desai Executive Member - Member Member Chairperson
#Mr. Ketan Mehta Non - Member Member - - -
Executive
Ms. Priti Rao Independent Member - - Chairperson Member
Mr. Atul Kanagat Independent Member Chairperson Member - -
^Mr. Rajeev Grover Independent Member Member - Member Member

*Mr. Ashank Desai ceased to be Member of the Nomination and Remuneration Committee with effect from November 08, 2020 due to
change in his Designation from Non - Executive Director to Vice - Chairman & Managing Director.

#The Board of Directors appointed Mr. Ketan Mehta, as a Member of the Audit Committee and Nomination and Remuneration Committee,
with effect from February 01, 2021.

^The Board of Directors appointed Mr. Rajeev Grover, as a Member of the Corporate Social Responsibility Committee, with effect from
February 01, 2021.

• Audit Committee
The Audit Committee acts as an interface between the Statutory and Internal Auditors, the Management and the
Board of Directors. It assists the Board in fulfilling its responsibilities of monitoring financial reporting processes;
reviewing the Company’s established systems and processes for internal financial controls and governance; and
reviews the Company’s statutory and internal audit processes. The Audit Committee currently comprises of 4 (four)
Independent Directors, 1 (one) Non-Executive Director and 1 (one) Executive Director. The Independent Directors
are accomplished professionals from the corporate fields and are financially literate and have experience in financial
management. The Role, Powers and Functions of the Committee is in accordance with Regulation 18 (Part C of
schedule II) of SEBI Listing Regulations and Section 177 of the Act as applicable, besides other terms as referred by
the Board of Directors.

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REPORT ON CORPORATE GOVERNANCE

The Chairman of the Committee was present at and reporting of trading by insiders and code of
the 38th Annual General Meeting of the Company fair disclosure of the Company and shall verify that
held on October 29, 2020. Executive Leadership the systems for internal control to comply with the
team and representatives of the Internal Auditors codes are adequate and are operating effectively.
and Statutory Auditors also attend the Audit
Committee Meetings depending on the agenda. The c. Oversee the Company’s financial reporting process
Committee’s observations are followed up with the and the disclosure of its financial information to
respective departments and the follow-up actions ensure that the financial statement is correct,
are reported to the Committee at the subsequent sufficient and credible.
Committee Meetings. The Committee, along with
d. Recommendation for appointment, remuneration
the Statutory Auditors, reviews the quarterly, half
and scope of Auditors (Internal/ Statutory/
yearly and Annual Results at the Audit Committee
Secretarial).
Meetings before recommending them to the
Board of Directors. All the recommendations of e. Reviewing with the management the annual
the Committee have been accepted by the Board, financial statements and auditor’s report thereon
during the year under review. before submission to the board for approval, with
particular reference to:-
The particulars of Meetings held and attended by
Members during the year under review are given • matters required to be included in the director’s
herein. The requisite quorum was present in all
responsibility statement to be included in
Meetings.
the board’s report in terms of clause (c) of
Name of Director No. of Meetings Dates of
subsection (3) of Section 134 of the Act;
Meetings
Held Attended • changes, if any, in accounting policies and
Mr. S. Sandilya 7 7 June 14, 2020 practices and reasons for the same;
Mr. Ashank Desai 7 6 July 29, 2020
October 29, 2020 • major accounting entries involving estimates
*Mr. Ketan Mehta 2 2
January 08, 2021 based on the exercise of judgment by
Ms. Priti Rao 7 7 management;
February 01, 2021
Mr. Atul Kanagat 7 7 March 03, 2021
• significant adjustments made in the financial
Mr. Rajeev Grover 7 7 March 30, 2021
statements arising out of audit findings;
*The Board of Directors appointed Mr. Ketan Mehta, as a
• compliance with listing and other legal
Member of the Committee, with effect from February 01, 2021.
requirements relating to financial statements;
Due to the exceptional circumstances caused by the
• disclosure of any related party transactions;
COVID-19 pandemic all Committee meetings in Financial
Year 2021 were held through Video Conferencing. • modified opinion(s) in the draft audit report.

The GCEO / GCFO / Legal Head also attend the Audit f. Reviewing with the Auditor and Management the
Committee Meeting as permanent invitees and Mr. quarterly / half yearly / annual financial statements
Dinesh Kalani - Company Secretary, acts as Secretary to before submission to the board for approval.
the Committee.
g. Reviewing with the management the statement
The terms of reference of Audit Committee, as of uses / application of funds raised through an
approved by the Board and amended from time to issue (public issue, rights issue, preferential issue,
time, are as follows: etc.), the statement of funds utilised for puposes
other than those stated in the offer document /
a. Reviewing the utilisation of loans and/ or advances prospectus / notice and the report submitted by
from investment by the holding Company in the the monitoring agency monitoring the utilisation
subsidiary exceeding ` 100 Crores or 10% of the of proceeds of a public or rights issue, and making
asset size of the subsidiary, whichever is lower appropriate recommendations to the board to take
including existing loans / advances / investments. up steps in this matter, if any.

b. Review at least once in a Financial Year compliance h. Reviewing and monitoring the auditor’s
with the code of conduct for regulating, monitoring independence and performance, and effectiveness
of audit process.
156 Mastek Limited | Annual Report 2020-21
REPORT ON CORPORATE GOVERNANCE

i. Approval of any subsequent modification of w. Carry out any other function as mandated by the
transactions of the Company with related parties. Board from time to time and / or enforced by any
statutory notifications and/or amendments, as may
j. Valuation of undertakings or assets of the be applicable.
Company, wherever necessary.
In line with its terms of reference, during the year
k. Reviewing, with the management, performance under review the Audit Committee, at its each meeting
of Statutory Auditors and Internal Auditors of the reviewed operations audit reports for businesses pursuant
Company and adequacy of the internal financial to audits undertaken by internal auditors under the
controls and Risk management impacting financial audit plan approved at the commencement of the year.
numbers. The quarterly financial results were reviewed by the
Committee before submission to the Board. Independent
l. To look into the reasons for substantial defaults in
sessions were held with statutory and internal auditors
the payment to the depositors, debenture holders,
to assess the effectiveness of the audit process. The
shareholders (in case of non-payment of declared
Committee reviewed the adequacy of internal financial
dividends) and creditors; if any.
controls on a Company-wide basis and provided its
m. To review the functioning of the whistle blower recommendations on internal control processes to the
mechanism and complaints; if any. Board. The Committee also reviewed the system and
processes in place for risk management, insider trading
n. Approval of appointment of Chief Financial Officer compliance and information technology. On a quarterly
after assessing the qualifications, experience and basis, the Committee continues to review whistle-blower
background, etc. of the candidate. complaints with corrective actions and controls put in
place, material litigations / notices and related-party
o. Approval of payment to Statutory Auditors for any
transactions.
other services rendered by the Statutory Auditors
or its group firms. • Nomination and Remuneration
Committee
p. Discussion with statutory auditors before the audit
commences, about the nature and scope of audit Nomination and Remuneration Committee currently
as well as post-audit discussion to ascertain any comprises of 3 (three) Independent Directors. The
areas of concern; if any. Chairman of the Committee is Non-Executive
and Independent Director. The Role, Powers and
q. Discussion with internal auditors of any significant Functions of the Committee are in accordance with
findings and follow up there on. the Regulation 19 (clause A of part D of schedule
11 of the SEBI Listing Regulations and Section 178
r. Reviewing the adequacy of internal audit function, of the Act as applicable, besides other terms as
if any, including the structure of the internal audit referred by the Board of Directors.
department, staffing and seniority of the official
heading the department, reporting structure The Chairman of the Committee was present at
coverage and frequency of internal audit. the 38th Annual General Meeting of the Company
held on October 29, 2020 to respond to the queries
s. Reviewing the findings of any internal investigations of the members with respect to functioning of the
by the internal auditors into matters where there Nomination and Remuneration Committee.
is suspected fraud or irregularity or a failure of
internal control systems of a material nature and The Nomination and Remuneration Committee
reporting the matter to the board. is responsible for drawing up selection criteria
and evaluating the balance of skills, experience,
t. Scrutiny of inter-corporate loans and investments. independence, diversity and knowledge, ongoing
succession planning and appointment procedures
u. consider and comment on rationale, cost-benefits
for both internal and external appointments. The
and impact of schemes involving merger, demerger,
Committee is also responsible for administering the
amalgamation etc., on the listed entity and its
Stock Option Plans of the Company and determining
shareholders
eligibility of employees for stock options. All the
v. All other matters incidental or related to the above recommendations of the Committee have been
issues. accepted by the Board during the year under
review.
157
REPORT ON CORPORATE GOVERNANCE

The particulars of Meetings held and attended by reasonable and sufficient to attract, retain and
Members during the year under review are given motivate directors, of the quality required to
herein. The requisite quorum was present in all
Meetings. run the Company successfully.

• relationship of remuneration to performance

Name of Director No. of Meetings Dates of
Meetings is clear and meets appropriate performance
Held Attended
benchmarks; and
Mr. Atul Kanagat 5 5 June 14, 2020
Mr. S. Sandilya 5 5 July 29, 2020 • remuneration to directors, key managerial
personnel and senior managerial personnel
Mr. Rajeev Grover 5 5 October 28, 2020
involves a balance between fixed and incentive
*Mr. Ashank Desai 4 4 November 08, 2020
pay reflecting short and long-term performance
#Mr. Ketan Mehta NA NA January 29, 2021 objectives appropriate to the working of the
company and its goals.
*Mr. Ashank Desai ceased to be a Member of the Committee
with effect from November 08, 2020 due to change in his c. To identify the persons who are qualified to
Designation from Non - Executive Director to Vice - Chairman & become Director, or who may be appointed in
Managing Director. senior managerial position of the Company and
shall specify the manner for effective evaluation
#Mr. Ketan Mehta was appointed, as a Member of the
of performance of Board, its Committees and
Committee, with effect from February 01, 2021.
individual Directors & CEO, to be carried out
Due to the exceptional circumstances caused by the COVID-19 either by the Board, by the Committee or by an
pandemic all Committee Meetings in Financial Year 2020 - 21 independent external professional / agency and
were held through Video Conferencing. review its implementation and compliance.

Managing Director / GCEO / GCFO / GCPO / Legal Head d. To review:

also attend the Nomination and Remuneration Committee
• all documents pertaining to candidates and
Meeting as permanent invitees and Mr. Dinesh Kalani -
conduct evaluation of candidates in accordance
Company Secretary, acts as Secretary to the Committee.
with a process and if deemed fit and appropriate,
The terms of reference of the Nomination and make recommendation for the nomination
Remuneration Committee, as approved by the Board to the Board or for the senior managerial
and amended from time to time, are as follows:
personnel of the Company and their removal, if
a. Quorum and Members any, and oversee the implementation thereof.

• The quorum for a meeting of the committee shall • and formulate the criteria for determining
be either 2 members or 1 / 3 of the members of qualifications, positive attributes and
the committee, whichever is greater, including independence of a director and recommend to
at least 1 independent director in attendance the Board a policy, relating to the remuneration
and the committee shall meet at least once in a for the directors, key managerial personnel and
year. senior employees.

• The Chairperson of the Committee shall be an • the yearly performance of senior managerial
independent director and all members of the personnel.
committee shall be non-executive directors;
e. To decide and formulate or clarify detailed terms
and
and conditions of the Employee Stock Option Plans,
• at least 50% (fifty percent) of the directors shall governed by the guidelines issued by SEBI and as
be independent directors. amended from time to time (including extension of
time to exercise, extension due to sabbatical leave /
b. To recommend to the Board, all remuneration / acceleration of the options granted and issuance of
compensation and the terms of it in whatever form, RSUs etc. subject to compliance with the applicable
payable to Directors / KMP / Senior Managerial laws.
personnel of the organisation to ensure that:

• the level and composition of remuneration is

158 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

f. To approve: the Company and any of its Non-Executive /

Independent Directors apart from payment of
• the new ESOP / RSUs plans for implementation sitting fees and / or commission / perquisites as
including its framework. approved by the Members.
• the new stock options to be granted to the b) Criteria of selection of Non-Executive
eligible employees of the Company / Group Directors
under the scheme.
i. 
Non-Executive Independent Directors
g. To frame policy and recommend the amount are expected to bring in objectivity and
of Bonus / Variable Pay / Performance award / independence during Board deliberations
incentive plan to be paid to Whole Time Director & around the Company’s Strategic approach,
Performance and Risk Management. They
eligible employees.
must also ensure very high standards of
h. To recommend: Financial Probity and Corporate Governance.

• the perquisites / sitting fees for Non-Executive ii. The Independent Directors are also expected
Directors for attending Board as well as to commit and allocate sufficient time to
Committee Meetings. meet the expectations of their Role as Non-
Executive Independent Directors, to the
• yearly commission to be paid to Non-Executive satisfaction of the Board.
Directors out of the distributable profits of the
iii. 
Conflict of Interest: The Independent
Company.
Directors are not to involve themselves in
i. To consider Succession planning of the Board of situations, which may, directly or indirectly
Directors, Key / Senior Managerial Personnel. conflict with the interests of the Company.
It is accepted and acknowledged that they
j. All other matters incidental or related to the above may have business interests, other than
issues. those of the Company. As a pre-condition
to their appointment / reappointment as
k. Carry out any other function as mandated by the Independent Directors, they shall be required
Board from time to time and / or enforced by any to declare any such conflicts to the Board, in
statutory notifications / amendments as may be writing at the time of their appointment /
applicable. re-appointment and / or as and when there
is any change in the directorship and also on
Remuneration of Directors and Key yearly basis.
Managerial Personnel
The Nomination and Remuneration Committee has iv. The key elements in which every Independent
devised the policy which deals with the manner of Director will be expected to contribute
selection of Board of Directors and Key Managerial are: Strategy, Performance, Risk, People,
Personnel (KMP) and their remuneration. Reporting and Compliance.

a) Pecuniary Relationship or Transactions c) Nomination and Remuneration Policy for

with Non - Executive Directors. the Directors, Key Managerial Personnel
(KMPs) and Senior Managerial Personnel
In terms of the enabling Member’s resolution
(SMPs)
passed at the 36th Annual General Meeting,
Mr. Ashank Desai, Non - Executive Director was In determining the remuneration of Directors, KMPs
provided certain benefits / perquisites such as re- and SMPs, the Nomination and Remuneration
imbursement of telephone / mobile bills, credit Committee considers the following:
card fees, premium for Mediclaim and Personal i. While fixing the Remuneration of Directors,
Accident Policy (including his family) etc., over and KMPs and SMPs, the Company considers
above the payment of sitting fees aggregating to industry benchmarks and the competence
` 1,600,000 upto November 07, 2020 during the of the persons and ensure that the level
year under review. and composition of the remuneration is
During the year, there were no pecuniary reasonable and sufficient to attract, retain
relationships or transactions entered into between and motivate them.

159
REPORT ON CORPORATE GOVERNANCE

ii. The compensation structure of Directors, Executive Directors based on the recommendation
KMPs and SMPs is benchmarked with from Nomination and Remuneration Committee.
industry trends and has components of
fixed / basic salary as well as variable pay, Subject to availability of profits, calculated under
wherever applicable. The variable pay will be Section 197 read with Section 198 of the Act,
linked to business performance parameters, the Non-Executive Directors of the Company are
as separately outlined in Variable Pay also entitled to Commission and the same is being
Plan guidelines of the Company. The paid taking into consideration, the amount of time
Non - Executive directors are paid sitting fees spent on the critical policy decisions and higher
for attending the Board and the Committee degree of engagement by the members.
Meetings and commission, wherever
Further, the members have approved the payment
applicable.
of remuneration by way of Commission to Non-
The Policy of the Company on Remuneration for Executive Directors for 5 (five) years from April 1,
Board of Directors, KMPs and SMPs as required under 2018 till March 31, 2023, a sum not exceeding
Section 178 of the Act, is available on the website 1% (one percent) per annum of the Net Profits of
of the Company and can be accessed at web link the Company (Sitting fees excluded) calculated in
https://www.mastek.com/corporategovernance. accordance with the provisions of Section 198 of
It is affirmed that the remuneration paid to the the Act, be paid to and distributed amongst the
Directors, KMPs and SMPs are as per the policy.
Non-Executive Directors of the Company (other
d) Criteria for making payment of than the Managing Director) in such amounts or
remuneration to Non - Executive proportions and in such manner and in all respects
Directors as may be directed by the Board of Directors and
Commission: The Board of Directors decides and such payments shall be made in respect of the
Members approve the Remuneration of Non- profits of the Company for each year.

Details of Remuneration paid to the Non - Executive Directors for the Financial Year ended March 31, 2021
are stated below:

Name of the Director Perquisites (`) Commission Payable Total (`)

(Note) (`)
Mr. S. Sandilya - 1,400,000 1,400,000
*
Mr. Ashank Desai 13,863 - -
#
Mr. Ketan Mehta - - -
Ms. Priti Rao - 650,000 650,000
Mr. Atul Kanagat - - -
Mr. Rajeev Grover - - -
Total 13,863 2,050,000 2,050,000

*Mr. Ashank Desai was appointed as Vice - Chairman and Managing Director from Non-Executive Director with effect from
November 08, 2020.

#Mr. Ketan Mehta was appointed as an Additional (Non-Executive & Non-Independent) Director of the Company with effect from
December 29, 2020.

Note: Commission for Financial Year 2020-21 has been provided for in the books of accounts for the year under review and will be
paid after ensuing Annual General Meeting.

160 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

Details of Sitting Fees paid to Non - Executive The Non-Executive Directors are entitled to sitting
Directors for the Financial Year ended March fees for attending the meetings of the Board of
31, 2021 are stated below: Directors and Committees thereof. Sitting fees
paid to Non-Executive Directors are within the
Name of the Director Sitting Fees (`) prescribed limits under the Act and as determined
Mr. S. Sandilya 2,100,000 by the Board of Directors from time to time.
*
Mr. Ashank Desai 1,600,000
Shareholding of the Directors:
#
Mr. Ketan Mehta 400,000
Details of Number of Equity Shares held by the
Ms. Priti Rao 1,850,000 Directors as on March 31, 2021 are stated below:
Mr. Atul Kanagat 2,100,000
Mr. Rajeev Grover 2,300,000 Name of the Director No. of Equity
Shares Held
Total 10,350,000
Mr. S. Sandilya 26,000
*Mr. Ashank Desai was paid Sitting Fees as Non- Mr. Ashank Desai 3,329,552
Executive Director till November 08, 2020. Mr. Ketan Mehta 2,274,100
#Mr. Ketan Mehta was appointed as an Additional Ms. Priti Rao 29,600
Non-Executive & Non-Independent Director of the Mr. Atul Kanagat 9,600
Company with effect from December 29, 2020. Mr. Rajeev Grover NIL
Total 5,668,852

e) Details of Remuneration Paid to Vice - Chairman & Managing Director:

The Remuneration paid to Mr. Sudhakar Ram (late) / Mr. Ashank Desai, Vice-Chairman & Managing Director, is given
in Notes to Accounts. The relevant details are as follows:

(Amount in `)
Sr. Particulars of Remuneration Mr. Sudhakar Ram (late) *Mr. Ashank Desai
No. (Upto November 08, 2020) (w.e.f. November 08, 2020)
1. Gross salary 5,182,919 7,962,431
2. Stock Option 0 0
3. Sweat Equity 0 0
4. Commission 0 0
5. Others, please specify (Perquisites) 26,400 16,500
6. Contribution to Provident Fund & Other Fund 515,797 0
7. Performance Bonus – For Previous year, paid 1,500,000 0
during the year under review
Total 7,225,116 7,978,931

*Paid during the Financial Year 2021-22.

f) Details of Remuneration paid to Group CEO:

Mr. John Owen has been paid Remuneration aggregating to GBP 541,507 (equivalent ` 56,182,739) including all the
allowances, perquisites and incentives. .

161
REPORT ON CORPORATE GOVERNANCE

• Stakeholders Relationship Committee The broad terms of reference of the Stakeholder

Stakeholders Relationship Committee currently Relationship Committee, as approved by
comprises 2 (two) Non - Executive Directors and the Board and amended from time to time,
1 (one) Executive Director. The Chairman of the includes the following:
Committee is Non - Executive and Independent a. The committee shall meet at least once in a year.
Director. The Role, Powers and Functions of the
Committee are in accordance with the Regulation b. The Chairperson of the committee shall be a
20 (Clause B of Part D of Schedule II) of the SEBI non-executive director and at least one being
Listing Regulations and Section 178 of the Act, an independent director, shall be member of the
besides other terms as referred by the Board of Committee;
Directors.
c. To resolve the grievances of the security holders
The Chairman of the Committee was present at including complaints related to transfer/
the 38th Annual General Meeting of the Company transmission of shares, non-receipt of Annual
held on October 29, 2020 to respond to the queries Report, non-receipt of declared dividends, issue of
of the members with respect to functioning of the split/duplicate share certificates for shares reported
Stakeholders Relationship Committee. lost/ defaced/ destroyed, as per the laid down
procedure and to authorise the Company Secretary
This Committee deals with stakeholder relations and Registrar and Share Transfer Agent to attend
and grievances raised by the investors in a timely to such matters;
and effective manner and to the satisfaction of
investors. The Committee oversees performance d. To review the measures taken by the Company for
of the Registrar and Share Transfer Agents of effective exercise of voting rights by members;
the Company relating to investor services and
e. To review adherence to the service standards
recommends measures for improvement. All the
adopted in respect of various services being
recommendations of the Committee have been
rendered by the Registrar & Share Transfer Agent
accepted by the Board during the year under
(RTA);
review.
The particulars of Meetings held and attended f. To review measures / initiatives taken for reducing
by Members during the year under review the quantum of unclaimed dividends and ensuring
are given herein. The requisite quorum was timely receipt of dividend warrants / annual reports
present in all Meetings.
/ statutory notices by the members of the Company;
Name of Director No. of Meetings Dates of
Meeting g. To issue and allot shares on exercise of vested Stock
Held Attended
Mr. S. Sandilya 4 4 June 12, 2020 options by Employees under various ESOP Schemes,
Mr. Ashank Desai 4 4 July 29, 2020 subject to completion of necessary formalities;
Mr. Atul Kanagat 4 4 October 26,
2020 h. To issue and allot right shares/bonus shares
*Mr. Sudhakar Ram 3 3 January 29, pursuant to a Rights / Bonus Issue subject to such
(late) 2021 approvals as may be required;

i. To approve and monitor dematerialisation /

*Mr. Sudhakar Ram (late), ceased to be member of the
rematerialization of shares and all matters incidental
Committee with effect from November 08, 2020 due to
thereto and authorise the Company Secretary and
his demise.
Registrar and Share Transfer Agent to attend to
Due to the exceptional circumstances caused by such matters;
the COVID-19 pandemic all Committee meetings
j. All other matters incidental or related to issued /
in Financial Year 2021 were held through Video
outstanding securities of the Company; and
Conferencing.
k. Carry out any other function as mandated by the
GCEO / GCFO and Legal Head also attend the
Board from time to time and / or enforced by any
Committee meetings as permanent invitees and
statutory notifications/amendments as may be
Mr. Dinesh Kalani - Company Secretary acts as
applicable.
Secretary to the Committee.

162 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

The status of Members’ complaints received and The particulars of Meetings held and attended
resolved by the Registrar & Transfer Agent during by Members during the year under review
the Financial Year is given below: are given herein. The requisite quorum was
present at the Meeting.
Status No. of complaints
Name of Director No. of Meetings Dates of
As on April 01, 2020 Nil Meeting
Held Attended
Received during the year 3 Ms. Priti Rao 1 1 June 11,
Resolved during the year 3 Mr. Ashank Desai 1 1 2020
As on March 31, 2021 Nil *Mr. Sudhakar Ram (late) 1 1
#Mr. Rajeev Grover NA NA
During the year under review, the Company has received
requests / queries / complaints from Shareholders /
*Mr. Sudhakar Ram (late), ceased to be member of the
Investors relating to no receipt of declared dividend
Committee with effect from November 08, 2020 due to
/ shares certificates / annual report, change of bank
his demise.
account details / address, transfer / transmission of shares
/ rematerialization / dematerialisation, buyback of equity # Mr. Rajeev Grover was appointed as a Member of the
shares etc. The same were addressed and resolved by Committee, with effect from February 01, 2021.
the Company. The detail is provided in Shareholders’
Information section of this Report. As on March 31, 2021, Due to the exceptional circumstances caused by
no complaint was pending for redressal. the COVID-19 pandemic all Committee meetings
in FY 2021 were held through Video Conferencing.
• Corporate Social Responsibility (CSR)
Committee GCEO / GCFO / GCPO / Legal Head also attend
the Committee meetings as permanent invitees
Corporate Social Responsibility Committee
and Mr. Dinesh Kalani - Company Secretary acts as
comprises 2 (two) Non-Executive Directors and 1
Secretary to the Committee.
(one) Executive Director. The Chairperson of the
Committee is Non-Executive and Independent The terms of reference of the Corporate Social
Director. The Role, Powers and Functions of the Responsibility Committee, as approved by the
Board and amended from time to time, are as
Committee are in accordance with the Section 135 follows:
of the Act and rules framed under Schedule VII as
applicable, besides other terms as referred by the a. 
Review the existing Corporate Social
Board of Directors. Responsibility Policy and to make it more
comprehensive so as to indicate the activities
The Chairperson of the Committee was present at to be undertaken by the Company as
the 38th Annual General Meeting of the Company specified in Schedule VII of the Act;
held on October 29, 2020 to respond to the queries
of the members with respect to functioning of the b. 
Decide CSR projects or programmes or
CSR Committee. activities to be taken up by the Company;

The role of CSR Committee includes formulating c. Place before the board the CSR activities
and recommending to the Board, the CSR Policy proposed to be taken up by the Company
and activities to be undertaken by the Company, for approval each year;
recommending the amount of expenditure to
be incurred on CSR activities of the Company, d. Oversee the progress of the initiatives rolled
reviewing the performance of Company in the out under this policy on half yearly basis;
areas of CSR. All the recommendations of the
e. Define and monitor the budgets for carrying
Committee have been accepted by the Board
out the initiatives;
during the year under review.

163
REPORT ON CORPORATE GOVERNANCE

f. Submit a report to the Board of Directors on • Risk Management & Governance

all CSR activities during the financial year; Committee
Risk Management & Governance Committee
g. Monitor and review the implementation of
comprises 1 (one) Executive / Non- Independent
the CSR policy;
Director and 2 (two) Non-Executive / Independent
h. To recommend annual action plan to Board Directors.
of Directors of the Company in pursuance to
The name of the Governance Committee
the CSR policy and any modification as may
has been renamed to Risk Management &
be required; Governance Committee effective April 01, 2021
as the committee is also looking after the Risk
i. To undertake impact assessment, if required
Management functions as required under the SEBI
through an independent agency as per the
Regulations in addition to Governance functions.
requirements of Companies Act, 2013 and The forming of Risk Management Committee is
CSR rules made thereunder; and now applicable to the Company effective April 01,
2021 under the SEBI Regulations.
j. To ensure the compliance of Section 135
read with Schedule VII of Companies Act, Board of the Company has not formed any separate
2013 and Companies (Corporate Social Risk Management Committee but renamed the
Responsibility Policy) Rules, 2014 and Governance Committee as Risk Management &
subsequent amendments thereto. Governance Committee as it has been reviewing
the Risk Management aspects already as a part of
The details of the CSR initiatives as per the CSR its terms of reference.
Policy of the Company forms part of the CSR
The Risk Management & Governance Committee
Section in the Annual Report. The CSR Policy of the
administers compliance of various applicable
Company has been uploaded on the Company’s
Policies, Procedures, Statutes, Corporate Policies
website and can be accessed at: https://www. and Business Governance Practices including
mastek.com/corporate-governance Wholly Owned Subsidiaries and Offshore Legal
Compliances and framework of the Enterprise
Risk assessment including cyber security, business
continuity plan, etc.
The particulars of Meetings held and attended by Members during the year under review are given herein.
The requisite quorum was present in all Meetings.

Name of Director No. of Meetings Dates of Meetings

Held Attended
Mr. Ashank Desai 4 4 June 08, 2020
Ms. Priti Rao 4 4 July 22, 2020
Mr. Rajeev Grover 4 4 October 28, 2020
January 28, 2021

Due to the exceptional circumstances caused by processes for Group Entities in order to
the COVID-19 pandemic all Committee meetings improve monitoring and ongoing business
in Financial Year 2021 were held through Video related concerns;
Conferencing.
b. 
To review plans / status / concerns on
Executive Leadership Team and Legal head also Internal Information Security and Technology
attend the Committee meetings as permanent Information Services department including
invitees and Mr. Dinesh Kalani - Company Secretary cyber security issues;
acts as Secretary to the Committee.
c. To review physical Infrastructure Planning
The terms of reference of the Risk Management
and Crisis Management;
& Governance Committee, as approved by the
Board and amended from time to time, are as
d. To develop norms for evaluation of the Board
follows:
/ Directors / Chairperson / Committees and
a. To develop and review a set of Coporate to recommend the areas of training needed
Governance principles, policies and for Board members;
164 Mastek Limited | Annual Report 2020-21
REPORT ON CORPORATE GOVERNANCE

e. To review Risk Management, its framework Vice Chairman & Managing Director and Vice
and related matters and also the Business President - Finance Certification
Continuity Plan, Disaster Recovery Plan, In terms of Regulation 17(8) of the SEBI Listing
Client Satisfaction Survey, Employee Regulations, the Vice Chairman & Managing Director and
Satisfaction Survey activities, etc.; Vice President – Finance made a certification to the Board
f. To review ongoing legal compliances, court of Directors in the prescribed format for the year under
cases and any business/legal dispute related review, which has been reviewed by the Audit Committee
matters with stakeholders; and taken on record by the Board and is annexed to this
report as “Annexure B”.
g. All other matters incidental or related to the
above issues; and Disclosures by Board Members & Senior
Management
h. Carry out any other function as mandated The Board Members and Senior Management Personnel
by the Board from time to time and / or make disclosures to the Board periodically regarding
enforced by any statutory notifications /
amendments as may be applicable. • their dealings in the Company`s shares; and

The Committee reviewed the risk management framework • all material, financial and commercial and other
and its operation and risk heat maps and deliberated over transaction with the Company;
the mitigation plans for key risks. More details on the key
where they have personal interest, stating that the said
risks and mitigation actions in respect thereto are provided
dealings and transactions, if any, have no potential
in the Management Discussion and Analysis Report.
conflict with the interests of the Company at large.

POLICIES, AFFIRMATIONS AND In accordance with the provisions of Regulation 26(6) of

DISCLOSURES SEBI Listing Regulations, the Key Managerial Personnel,
Director(s), Promoter(s) and Employees including Senior
Code of Conduct for Directors and Senior
Managerial Personnel of the Company have affirmed that
Management
they have not entered into any agreement for themselves
The Company has prescribed a “Code of Conduct for or on behalf of any other person, with any member or any
Directors and Senior Management” of the Company. The other third party with regard to compensation or profit
said code is available on the website of the Company at sharing in connection with dealings in the securities of
web link https://www.mastek.com/corporate-governance the Company.
where it can be accessed. The Code lays down the
Code of Conduct which is expected to be followed by Compliance Certificate on Corporate
the Directors and the Senior Managerial Personnel in Governance
their business dealings and in particular on matters Mr. Prashant Mehta, proprietor of P. Mehta and Associates,
relating to integrity at work place, in business practices Practising Company Secretaries has provided Certificate
and in dealing with Stakeholders. The declarations with on Corporate Governance as stipulated under Schedule
regards to its compliance have been received for the year V of the SEBI Listing Regulations and is annexed to this
under review from all the Board Members and Senior report as “Annexure C”.
Management Personnel. There were no material financial
and commercial transactions, in which Board Members Certificate from Practising Company Secretary
or Senior Management Personnel had personal interest, The Company has received certificate as required under
which could lead to potential conflict of interest with the Part C of Schedule V of the SEBI Listing Regulations
Company during the year. from Mr. Prashant Mehta, proprietor of P. Mehta and
Associates, Practising Company Secretaries, confirming
Managing Director declares that the members of the
that none of the Directors of the Company have been
Board of Directors and Senior Managerial Personnel have
debarred or disqualified from being appointed or
affirmed Compliance with the Code during the Financial
continuing as directors of the Company by the SEBI /
Year under review and is annexed to this report as
Ministry of Corporate of Affairs or any such statutory
“Annexure A”.
authority was placed before the Board of Directors at
their meeting held on April 28, 2021 and is set out as
“Annexure D” to this Report.

165
REPORT ON CORPORATE GOVERNANCE

Related Party Transactions • The details of any significant transactions and

All the transactions entered into with Related Parties as arrangements entered into by the unlisted
defined under the Act and Regulation 23 of the SEBI subsidiary companies are placed before the Board
Listing Regulations during the Financial Year were in the Meeting of the Company.
ordinary course of business and on an arm’s Length basis
• The Company has its Senior Managerial Personnel
or fair value basis and do not attract the provisions of
on the Board of Directors of its subsidiary
Section 188 of the Act. There were no materially significant
companies.
transactions with Related Parties during the Financial
Year. Related Parties transactions have been disclosed • The Senior Managerial Personnel of respective
under the notes forming part of the financial statements subsidiaries apprise on quarterly basis to the
in accordance with Indian Accounting Standard (Ind AS- Corporate Board / Committee
24). A statement in summary form of transactions with
Related Parties in ordinary course of business and on an As required under Regulation 16 of the SEBI Listing
Regulations, the Company has formulated a Policy for
arm’s length basis is periodically placed before the Audit determining ‘material subsidiary’. The Company has
Committee for review and recommend to the Board for posted “Policy for determining ‘material subsidiary” on
their approval. the website of the Company viz; www.mastek.com. The
web link of Policy for determining ‘material subsidiary;
As required under Regulation 23(1) of the SEBI Listing https://www.mastek.com/corporate-governance.
Regulation, the Company has the policy on dealing with
Related Party Transactions. None of the transactions with Disclosure of Accounting Treatment in
Related Parties was in conflict with the interest of the preparation of financial statements
Company. The policy has been uploaded on the website The financial statements of the Company have been
of the Company and can be accessed at web link https:// prepared in accordance with the Companies (Indian
www.mastek.com/corporate-governance Accounting Standards) Rules, 2015 (Ind AS) prescribed U/s
133 of the Act which became applicable to the Company
The Register under Section 189 of the Act is maintained w.e.f. April 01, 2017.
and particulars of the transactions have been entered in
the Register, as applicable. Disclosure on compliance with Corporate
Governance Requirements specified in Listing
Material Subsidiary Companies Regulations
Mastek (UK) Limited and Trans American Information The Company has complied with the requirements of
Systems, Inc. Wholly Owned Subsidiaries of the Company Part C (Corporate Governance Report) of Sub-Paras (2)
are ‘material subsidiaries’ under provisions of law. As a to (10) of Schedule V of the SEBI Listing Regulations.
good corporate governance practice and as stipulated The Company has complied with Corporate Governance
under SEBI Listing Regulations, Company has appointed requirements specified in Regulation 17 to 27 and Clauses
one Independent Director on the Board of each of these (b) to (i) of Sub-Regulation (2) of Regulation 46 of the
Wholly Owned Subsidiaries. SEBI Listing Regulations and necessary disclosures thereof
have been made in this Corporate Governance Report.
Based on the criteria of Material Subsidiary, one more
subsidiary namely Evolutionary Systems Company Limited Legal Compliance Reporting
of UK, shall now fall under the criteria and has become
The Board of Directors reviews in detail, on a quarterly
a material subsidiary, and accordingly the Company is in
basis, the report of compliance with respect to all
the process of appointing an Independent Director in the
laws and regulations applicable to the Company. The
said Company in the current Financial Year.
Company has developed a very comprehensive Legal
The Company monitors performance of its subsidiaries, Compliance System. The process of compliance reporting
inter-alia, by the following means: is fully automated, using the Third party compliance
tool. System-based alerts are generated until the user
• The Financial Statements, in particular, investments submits the monthly compliance report, with provision
made by the ‘unlisted subsidiary companies’ are for escalation to the higher-ups in the hierarchy. Any
reviewed by the Audit Committee of the Company. non-compliance is seriously taken up by the Board, with
fixation of accountability and reporting of steps taken for
• The Minutes of the Board Meetings of the subsidiary rectification of non-compliance.
companies are placed before the Board Meeting of
the Company.

166 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

Vigil Mechanism / Whistle Blower Policy Code for Prevention of Insider Trading
In staying true to its values of Strength, Performance Practices
and Passion and in line with its vision of being one of The Company has adopted a Code of Regulating,
Monitoring and Reporting of trading by Designated
the most respected Companies in India, the Company is
Persons (Insider Trading Code) under Securities and
committed to high standards of Corporate Governance Exchange Board of India (Prohibition of Insider Trading)
and Stakeholder responsibility. The Company has a Regulations, 2015 (SEBI Insider Trading Regulations)
Whistle Blower Policy to deal with instances of fraud and which inter alia includes Policy for determination of
mismanagement, leakage, of Unpublished Price Sensitive “Legitimate Purpose” and “Code of Fair Disclosure”.
The same has been uploaded on website of the Company
Information (UPSI), etc. The Policy ensures that strict
and can be accessed through the following link https://
confidentiality is maintained whilst dealing with concerns www.mastek.com/corporate-governance. In accordance
raised by any stakeholder and also that, no discrimination with the SEBI Insider Trading Regulations, the Company
will be meted out to any person for a genuinely raised has established systems and procedures to prohibit insider
concern. Pursuant thereto, a dedicated hotline is provided trading activity.
which can be directly reached and any Whistle Blower’s The Insider Trading Code has been formulated to regulate,
complaint can be registered. Calls to the Hotline during monitor and ensure reporting of trading by the Designated
work hours will be directed by the Operator to any of Persons and their immediate dependent relatives
the Ombudspersons or Compliance Committee members, towards achieving compliance with the Regulations and
is designed to maintain the highest ethical standards
as desired by the caller. Complainants can also raise
of trading in Securities of the Company by persons to
their concern through E-mails to the Ombudspersons whom it is applicable. The Code lays down Guidelines,
or Compliance Committee members or Chairperson of which advises them on procedures to be followed and
Audit Committee (if the complaint is against a Director disclosures to be made, while dealing with securities of
or by a Director). If, for any reason, the complainant does the Company and cautions them of the consequences
of violations. During the year under review, the Insider
not wish to write to any of these entities, he / she can
Trading Code was amended in line with the amendments
write an E-mail at whistleblower@mastek.com. brought in the Regulations by SEBI.
No personnel were denied access to the Audit Committee The Company has set forth procedures and implementation
of the Company with regards to the above. of the Code for trading in Company’s securities. PAN
based online tracking mechanism for monitoring of the
There was one (1) complaint received during the year, trade in the Company’s securities by the “Designated
which was duly investigated and found to be non material Employees” and their immediate dependent relatives has
also been put in place to ensure real time detection and
in nature and was disposed off without any action as
taking appropriate action, in case of any violation / non-
none of the allegations were found to be true. compliance of the Company’s Insider Trading Code.
Disclosure relating to Sexual Harassment of Directors and Designated Persons of the Company
Women at Workplace (Prevention, Prohibition provides disclosure on an annual basis about the number
and Redressal) Act, 2013. of shares held by them in the Company and by their
immediate dependent relatives. Further, they also declare
The Company has in place an effective mechanism that they have not traded in the shares of the Company
(Formed Internal Complaints Committee with external based on the UPSI and on buying / selling any number of
member) for dealing with complaints relating to sexual shares, they have not entered into an opposite transaction
harassment at workplace. The details relating to the i.e. sell / buy during the six months from the date of
erstwhile transaction as per the provisions of the Code.
number of complaints received and disposed of during
the Financial Year 2020–21 are as under: The Company is in the process of upgrading the web
based platform to ensure compliance with the provisions
• Number of complaints filed during the financial of the Company’s Insider Trading Code so as to manage,
year: NIL monitor, track and report the dealings in equity shares of
the Company by the designated insiders, if any, during
• Number of complaints disposed of during the the trading window closure period or without prior
approvals. The Compliance Officer and the management
financial year: NIL
conducted trainings and workshops with the Designated
Person(s) to create awareness on various aspects of the
• Number of Complaints Pending at the end of the
Prevention of Insider Trading Code and the SEBI Insider
financial year: NIL Trading Regulations and to ensure that the internal
controls are adequate and effective to ensure compliance.

167
REPORT ON CORPORATE GOVERNANCE

The Audit Committee reviews cases of non-compliances, Details of non-compliance by the Company,
if any, and makes necessary recommendations to the penalties, and strictures imposed on the
Board to ensure such non-compliances are not repeated Company by Stock Exchanges or SEBI or any
and necessary remedial action is taken. The said non- statutory authority, on any matter related to
compliances, if any, will be promptly intimated to capital markets, during the last three years.
exchanges in prescribed format.
The Company has complied with all requirements
Dividend Distribution Policy specified under the SEBI listing Regulations as well as
other Regulations and guidelines of SEBI. No strictures
To bring transparency in the matter of declaration of
or penalties have been imposed on the Company by the
dividend and to protect the interests of investors, the
Stock Exchanges or by the SEBI or by any statutory
Company has adopted the Dividend Distribution Policy.
authority on any matters related to capital markets during
The Policy is in line with Regulation 43A of the SBEI
the last 3 (three) years.
Listing Regulations and the Act which has been displayed
on the Company’s website, www.mastek.com and is also Compliance Report on Discretionary
available in the Director`s Report which forms part of the Requirements under Regulation 27(1) Of SEBI
Annual Report. Listing Regulations
Details of preferential allotment or qualified Among the adoption of Non-Mandatory / Discretionary
institutional placement as specified under requirements as per Part E of Schedule II to SEBI Listing
Regulation 32 (7A) of the SEBI Listing Regulations, the Company has complied with the
Regulations following:
The Company has not raised funds through preferential • The Board - As per para A of Part E of Schedule
allotment or qualified institutional placement during the II of SBI Listing Regulations, the Chairman being
year under review, except from its employees under the a Non-Executive and Independent Director has his
ongoing ESOP plans. own office. However, an office is made available
for his use, if required by him, during his visit to
Total fees for all services paid or payable to the Company for attending meetings. The Non-
the Statutory Auditors by the Company and Executive Chairman is not related to the Managing
its Subsidiaries for the Financial Year 2020-21 Director / Promoter of the Company.
Total fees paid or payable by the Company and its
Subsidiaries on a consolidated basis, to the Statutory • Members Rights - Quarterly results are subjected
Auditor viz. M/s. Walker Chandiok & Co. LLP, Chartered to limited review by Statutory Auditors and
Accountants, Firm Registration No. 001076N / N500013 are generally published in the Financial Express
and all entities in the network firm / network entity of (Mumbai English edition), Mumbai Lakshadeep
which the Statutory Auditors is a part, are as follows: (Mumbai Marathi edition) and Financial Express
(Ahmedabad Gujarati edition) having wide
Particulars Amount in ` circulation. The quarterly unaudited results
along with the press releases are made available
Audit Fees 20,500,000 on the website of the Company (https:// www.
Other Services 200,000 mastek.com/financial-information). The Company
Reimbursement of expenses 150,000 also holds the Analyst meet every quarter after
Total 20,850,000 declaration of financial results and answers
the questions raised by the participants. Other
Disclosure in relation to recommendation information relating to Shareholding Pattern,
made by any Committee which was not compliance with the requirements of Corporate
accepted by the Board. Governance, Investor Grievances, Reconciliation of
During the year under review, there were no such Capital, etc. are uploaded on BSE / NSE websites.
recommendations made by any Committee of the Board Separate Half-yearly financial performance report,
that were mandatorily required and not accepted by the however, has not been sent to each Member.
Board.
• Modified opinion(s) in Audit Report - The
Changes amongst Directors Auditors have issued an un-modified opinion on
the financial statements for the Financial Year
Details of changes in Directors are provided in the Board
2020-21 of the Company.
Report under ‘Board of Directors and Key Managerial
Personnel’ section. • Separate posts of Chairman and Chief
Executive Officer (CEO) - The position of
Management Discussion & Analysis Chairman and Managing Director / CEO is
Management Discussion & Analysis Section forms part of bifurcated in the Company. An Independent Non-
the Annual Report and annexed elsewhere in this Report. Executive Chairman heads the Board. Managing
Director is separate position.

168 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

• Reporting of Internal Auditor - The Internal disclosures under this policy are also displayed on the
Auditor reports directly to the Audit Committee, Company’s website and hosted for a minimum period of
attends the Audit Committee meetings, and 8 years and thereafter as per the Archival Policy of the
interacts directly with the Audit Committee Company. The Policy on determination of materiality of
members. events and Archival Policy of the Company is available on
the Company’s website at web link https://www.mastek.
Website com/corporate- governance.
The Company has its own functional website
www.mastek.com as required by the SEBI Listing The Company actively communicates its Strategy and the
Regulations, where information about the Company, Developments of business to the financial markets. The
quarterly and Annual Audited Financial Results, Annual Senior Executives of the Company along with Company’s
Reports, distribution of shareholding at the end of each investor relations advisor viz. M/s. Christensen Investor
quarter, official press releases, and information required Relations (I) Private Limited (Christensen) regularly meet
to be disclosed under Regulation 30 and 46 of the SEBI the analysts every quarter to brief the financial position
Listing Regulations, etc. are regularly updated. All material after publication of the same. The Press release, analysts’
events / information relating to the Company that could conference calls are organized by M/s. Christensen.
influence the market price of its securities or investment Discussions in such meetings are always limited to
decisions are disclosed timely to the Stock Exchanges as information that is already in the public domain. Please
per the Company’s Policy on determination of materiality access the homepage at http://www.mastek.com and
of events framed under the SEBI Listing Regulations. All register yourself for regular updates.

GENERAL BODY MEETINGS

a. Details of location, time, date and special resolutions passed during the last 3 (three) years:
Financial Date Time Location Special Resolutions Passed
Year
2019-20 October 29, 5.30 Through Video • Re-appointment of Mr. Sudhakar Ram as a Whole
2020 P.M. Conferencing Time Director Designated as Vice - Chairman &
Deemed Managing Director for a period of 5 years from July
Location: 01, 2020 up to June 30, 2025 and remuneration to
Registered be paid to him.
office of the • Enabling Resolution for payment of Remuneration
Company to Mr. S. Sandilya (DIN: 00037542), Chairman
(Non-Executive) & Independent Director in excess
of the limits prescribed under SEBI Regulations.
• Enabling Resolution for giving loans and guarantees
and make investment in securities (up to ` 1,000
Crs.).
• Enabling Resolution for Creation of Charge /
Mortgage on the Assets of the Company, both
present and future (up to ` 750 Crs.)
• Enabling Resolution for borrowings to be made by
the Company (up to ` 750 Crs.)
2018-19 July 23, 2019 11.00 Ahmedabad • Re-appointment of Mr. S. Sandilya,
A.M. Management (DIN: 00037542) as Non-Executive Independent
Association, Director of the Company to hold office for a second
H.T. Parekh Hall, term of 5 consecutive years i.e. from April 01, 2019
Ahmedabad- to March 31, 2024, even after attaining the age of
380015 75 years.
• Re-appointment of Ms. Priti Rao (DIN: 03352049)
as Non-Executive Independent Director of the
Company to hold office for a second term of 5
consecutive years i.e. from April 01, 2019 to March
31, 2024.
• Re-appointment of Mr. Atul Kanagat
(DIN: 06452489) as Non-Executive Independent
Director of the Company to hold office for a second
term of 5 consecutive years i.e. from April 01, 2019
to March 31, 2024.

169
REPORT ON CORPORATE GOVERNANCE

Financial Date Time Location Special Resolutions Passed

Year
2017-18 July 19, 2018 11.00 Ahmedabad • Payment of Profit related Commission to Non-
A.M Management Executive Directors including Independent Directors
Association, for a period of five financial years commencing
H.T. Parekh Hall, from April 01, 2018 to March 31, 2023.
Ahmedabad- • Payment of Certain Benefits/Perquisites to
380015 Mr. Ashank Desai- Non-Executive Director for a
period of three (3) years effective from July 01,
2018 to June 30, 2021.
All the resolutions as set out in the notices were passed with requisite majority by the Members of the Company.

b. Details of Resolution passed through Postal ballot, the person who conducted the postal ballot exercise
and details of the voting pattern:

During the year under review, no resolution has been passed through the exercise of postal ballot.

c. Extra Ordinary General Meeting

There was no Extra Ordinary General Meeting held during the Financial Year 2020-21.

MEANS OF COMMUNICATION
WITH MEMBERS
a. Quarterly / Half-yearly / Annual results subject to
d. NSE Electronic Application Processing System
Limited Review / Audit Report by Statutory Auditors (NEAPS) and BSE’s Listing Centre is a web-based
are generally published in the Financial Express (in application designed by NSE and BSE respectively for
English) and Mumbai Lakshadeep (in Marathi) at corporates and are used for periodical compliance
Mumbai and in Financial Express, Ahmedabad (in filings like quarterly results, shareholding pattern,
Gujarati). These along with the Press Releases and corporate governance report, media releases,
Presentation to Analysts are made available on the statement of investor complaints, among others
website of the Company at https://www.mastek. and are filed electronically.
com/financial-information. Other information
e. SEBI Complaints Redress System (SCORES): The
relating to Shareholding Patterns, compliance with
investor complaints are processed in a centralised
the requirements of corporate governance etc. web-based complaints redress system. The salient
are uploaded on BSE/NSE Portals and on Mastek’s features of this system are: Centralised database
website at https://www.mastek.com/investor- of all complaints, online upload of Action Taken
information. Reports (ATR) by concerned companies and online
viewing by investors of actions taken on the
b. Official Press releases and transcripts of conference complaint and its current status.
calls with the analysts after the quarterly results
are displayed on the Company’s website at https:// Communication with the Members
www.mastek.com/financial-information. The a. The unaudited quarterly / half-yearly and annual
Company has disclosed and complied with all audited results are announced generally within 30
the mandatory requirements as stipulated under (thirty) days (or within extended time during the
SEBI Listing Regulations. The details of these year under review) from the close of the quarter
compliances have been given above in the relevant and financial year respectively, which is within the
requirements of the SEBI Listing Regulations. The
sections of this report.
aforesaid financial results are sent to / uploaded
c. The Presentations, intimations of analyst or on website of BSE Limited (BSE) and The National
Stock Exchange of India Limited (NSE) where the
institutional investors meet are also uploaded on
Company’s securities are listed, immediately after
the Company’s website at https://www.mastek.
these are approved by the Board. The results are
com/investor-information as well as sent to the thereafter given by way of a Press Release to various
Stock Exchanges. No unpublished price sensitive news agencies / analysts and are published within
information or future financial projections are Forty-Eight hours in leading English and Gujarati/
discussed in presentations made to institutional Marathi daily newspapers.
investors and financial analysts.
170 Mastek Limited | Annual Report 2020-21
REPORT ON CORPORATE GOVERNANCE

b. The Annual audited financial statements form part other matters, which in its opinion are material
of the Annual Report which is sent to the Members and of relevance to the Members including Press
well, in advance of the Annual General Meeting. Release and Credit Ratings.
This year in view of the outbreak of COVID-19
pandemic and owing to the difficulties involved in d. The Annual Report of the Company, the quarterly
dispatching of physical copies of Annual Report, / half yearly and the annual results and the press
the Ministry of Corporate Affairs (“MCA”) has vide releases of the Company are also placed on the
its circulars directed the Companies to send the Company’s website: https://www.mastek.com/
Annual Report only by e-mail to all the Members financial-information.
of the Company. Therefore, the Annual Report for
e. A separate dedicated section under Unpaid
Financial Year 2021-22 and Notice of 39th Annual
Dividends on the Company’s website at https://
General Meeting of the Company is being sent to
www.mastek.com/investor-information gives
the Members at their registered e-mail addresses in
information on unclaimed dividends and also
accordance with MCA and SEBI Circulars.
equity shares transferred to IEPF Authority for
c. The Company also informs by way of intimation those Members who had not claimed their unpaid
to BSE and NSE all price sensitive matters or such dividend for last consecutive 7 (seven) years.

GENERAL SHAREHOLDER INFORMATION

a. Corporate Identification Number (CIN) : L74140GJ1982PLC005215
of the Company
b. International Securities Identification : INE759A01021
Number (ISIN)
c. Registered Office : 804 / 805, President House, Opp. C. N. Vidyalaya, Near Ambawadi
Circle, Ambawadi, Ahmedabad - 380006, Gujarat.
d. Annual General Meeting :
Date Tuesday, September 28, 2021
Time 5.00 p.m. IST
Venue The Company is conducting meeting through Video Conference/
Other Audio Visual Means pursuant to the MCA Circulars and
as such there is no requirement to have a venue for the AGM.
For further details please refer to the Notice of ensuing Annual
General Meeting.
e. Date of Book Closure : Saturday, September 25, 2021 to Tuesday, September 28,
2021 (both days inclusive)
f. Financial Year and Tentative Calendar : The Company follows April to March as the Financial Year
Financial reporting for the quarters ending
June 30, 2021 On or before July 30, 2021
September 30, 2021 On or before October 31, 2021
December 31, 2021 On or before January 31, 2022
March 31, 2022 On or before May 30, 2022

g. Listing of Equity Shares on stock : BSE Limited

exchanges in India at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla
Complex, Bandra (East), Mumbai - 400 051.
h. Scrip Code / Symbol : BSE – 523704
NSE – MASTEK
i. Listing of Non-Convertible Debentures : Not Applicable
on stock exchanges in India at

171
REPORT ON CORPORATE GOVERNANCE

j. Debenture Trustee : Not Applicable

k. ISIN for Debentures : Not Applicable
l. Listing Fees to Stock Exchanges and : The Company has paid the annual listing fees for the Financial Year
Annual Custody Fees to Depositories 2021-2022 to the Stock Exchanges where the Company’s shares
are listed. The Company has also paid the Annual Custodial Fees
for the Financial Year 2021-22 to both the depositories namely
National Securities Depository Limited and Central Depository
Services (India) Limited.
m. Capital Structure :
Authorised Capital : Equity ` 200,000,000 (40,000,000 Equity shares of ` 5 each)
: Preference ` 200,000,000 (20,00,000 Preference shares of ` 100
each)
Issued, Subscribed and Paid-up Capital : ` 126,164,445 (25,232,889 Equity Shares of ` 5 each)

Distribution of Shareholding as on March 31, 2021.

Range no. of 2021 2020
shares
Shareholder % No. of % Shareholder % No. of %
Numbers shares Numbers shares
1 – 500 41,785 95.34 2,334,704 9.25 19,553 90.19 1,612,436 6.64
501 – 1000 1,048 2.39 794,323 3.15 1,135 5.24 855,782 3.52
1001 – 5000 774 1.77 1,578,933 6.26 759 3.50 1,567,447 6.45
5001 – 10000 92 0.21 690,724 2.74 98 0.45 719,892 2.96
10001 – above 128 0.29 19,834,205 78.60 135 0.62 19,533,915 80.43
TOTAL 43,827 100.00 25,232,889 100.00 21,680 100.00 24,289,472 100.00
Monthly Volumes and Prices: Financial Year 2020-21

Month and Year BSE Limited National Stock Exchange of India Limited
High (`) Low (`) Volume High (`) Low (`) Volume
(Total Traded (Total Traded
Quantity) Quantity)
April 2020 261.00 175.00 70,208 261.40 175.20 746,459
May 2020 295.90 229.15 51,539 296.00 227.00 689,016
June 2020 421.90 268.35 331,489 423.40 268.20 4,012,303
July 2020 596.60 377.00 628,560 597.00 376.55 8,008,137
August 2020 764.70 575.30 794,766 764.00 573.90 9,341,130
September 2020 922.55 663.35 526,029 922.65 670.00 6,522,224
October 2020 929.00 770.10 214,225 930.00 770.20 2,728,899
November 2020 1,075.00 829.95 231,116 1,075.00 837.50 2,505,007
December 2020 1,206.00 881.50 378,201 1,208.60 802.20 3,593,959
January 2021 1,460.00 1,079.00 462,395 1,464.45 1,076.85 5,811,748
February 2021 1,300.05 1,065.90 381,346 1,280.00 1,065.00 4,362,982
March 2021 1,321.00 1,132.00 1,590,680 1,323.05 1,135.65 4,678,535

Source: BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com)

172 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

Mastek Share Price Performance Versus NSE’s S&P CNX 500

Relative Price Performance Mastek v/s NSE's S&P CNX 500

800
700
600
500
400
300
200
100
0
May-20
Apr-20

Dec-20
Jun-20

Aug-20

Oct-20

Nov-20

Jan-21

Mar-21
Jul-20

Sep-20

Feb-21
Mastek S & P CNX 500 NSE IT

Note: Daily Closing Prices on the NSE have been considered for the comparison in above chart

Source: www.nseindia.com
In case the Securities of the Company are relation to share transfer facility are maintained by
suspended from trading, the reasons thereof Registrar and Share Transfer Agent registered with
The Securities of the Company are not suspended from the Securities and Exchange Board of India is also
trading on the stock exchanges. submitted to the Stock Exchanges on a half yearly
basis.
Share Transfer System/ Unclaimed Dividend
and other related matters SEBI, vide its Circular No. SEBI/HO/MIRSD/DOP1/
CIR/P/2018/73 dated April 20, 2018, introduced a
• Share Transfer System
documented framework for streamlining and
SEBI has mandated that, effective April 01, 2019, strengthening the systems and processes of RTAs,
no shares can be transferred in physical mode by Issuer Companies and Bankers to an Issue with
the Company. Hence, the Company has stopped regards to handle and maintenance of records,
accepting any fresh lodgement of transfer of transfer of securities and payment of dividend,
shares in physical form. Members holding shares as may be applicable. In the said Circular, SEBI
in physical form are advised to avail the facility of has suggested measures to make the systems and
dematerialisation. Trading in equity shares of the processes among the RTAs, Issuer Companies and
Company is permitted only in dematerialised form. Bankers, more robust and transparent.
During the year, the Company had obtained, on The said SEBI Circular, inter alia, provides for some
half-yearly basis, a certificate, from an Independent key requirements like maintenance of dividend
Company Secretary in Practice, certifying that all master file, reconciliation of dividend account(s),
certificates have been issued within 30 (thirty) Updation of PAN and Bank mandates by the
days of the date of lodgement of the transfer (for Members, wherever not available, System-Log(s),
cases lodged prior to April 01, 2020), sub-division, enhanced due diligence, etc. These changes
consolidation and renewal as required under suggested by SEBI in the share related functioning
Regulation 40(9) of the SEBI Listing Regulations are forward looking and ensures that proper
and filed a copy of the said certificate with internal checks and controls are in place. The RTA
the Stock Exchanges. Further, the Compliance has been handling these compliances within the
Certificate under Regulation 7(3) of the SEBI applicable requirements of the Framework.
Listing Regulations confirming that all activities in

173
REPORT ON CORPORATE GOVERNANCE

• Nomination facility for Members

As per the provisions of the Act, facility for making Nomination is available for Members in respect of shares held
by them. Members holding shares in physical form may obtain Nomination form, from the RTA of the Company.
Members holding shares in dematerialised form should contact their Depository Participants (DP) in this regard.

• Details of Unpaid/ Unclaimed Dividend

The following table provides dates on which unpaid / unclaimed dividend and their corresponding shares would
become liable to be transferred to the IEPF Authority for Member’s information.

Particulars/ Financial year Date of Declaration Date of Payment Tentative dates for transfer
to IEPF Authority
Final Dividend 2013-2014 July 23, 2014 July 28, 2014 August 28, 2021
Interim Dividend 2014-2015 January 22, 2015 February 7, 2015 February 27, 2022
Final Dividend 2014-2015 August 17, 2015 August 28, 2015 September 23, 2022
1st Interim Dividend 2015-2016 January 14, 2016 February 4, 2016 February 19, 2023
2nd Interim Dividend 2015-2016 March 12, 2016 March 29, 2016 April 17, 2023
Interim Dividend 2016-2017 October 18, 2016 November 9, 2016 November 23, 2023
Final Dividend 2016-17 June 22, 2017 July 10, 2017 July 28, 2024
Interim Dividend 2017-18 October 26, 2017 November 15, 2017 December 02, 2024
Final Dividend 2017-18 July 19, 2018 July 31, 2018 August 24, 2025
Interim Dividend 2018-19 October 25, 2018 November 15, 2018 November 30, 2025
Final Dividend 2018-19 July 23, 2019 July 30, 2019 August 28, 2026
1st Interim Dividend 2019-20 October 17, 2019 October 31, 2019 November 22, 2026
2nd Interim Dividend 2019-20 March 17, 2020 March 30, 2020 April 22, 2027
1st Interim Dividend 2020-21 October 29, 2020 November 24, 2020 November 10, 2027

• Transfer of Concerned Equity Shares to 2020) in accordance with provisions of the Act and
Investor Education and Protection Fund IEPF Rules made thereunder. In case the Members
Authority have any queries on the subject matter and the
Pursuant to the provisions of Section 124 and Rules, they may contact the Company’s RTA.
125 of the Act and the Investor Education
The Members who have a claim on transferred
and Protection Fund Authority (Accounting,
dividends and shares, may claim the same from
Audit, Transfer and Refund) Rules, 2016, and
IEPF Authority by submitting an online application
amendments made thereunder all the concerned
in the prescribed Form No. IEPF- 5 available on the
shares in respect of which dividend had not
website www.iepf.gov.in and sending a physical
been claimed or remained unpaid for 7 (seven)
copy of the same, duly signed to the Company,
consecutive years or more had been transferred by
along with requisite documents enumerated in
the Company in the name of Investor Education
the Form No. IEPF. No claims shall lie against the
and Protection Fund Authority (“IEPF Authority”)
Company in respect of the dividend / shares so
in their Demat Account.
transferred. The Members / Claimants can file
The List of shares already transferred to IEPF only one consolidated claim in a financial year as
Authority is available on the website of the per the IEPF Rules. It is in the Members interest to
Company at web link https://www.mastek.com/ claim any un-encashed dividends, and for future,
investor-information. Email reminders were / are to consider dematerialisation of their shares and
being sent to the Members who have not claimed opt for Automated Clearing House (ACH) mode, so
their dividends and whose shares are due to be that dividends paid by the Company are credited to
transferred to IEPF (in August 2020 & November the investor’s account on time.

174 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

• Disclosures with respect to Demat • Payment of Dividend through

Suspense Account/ Unclaimed Suspense Automated Clearing House (ACH)
Account The Company provides the facility for direct credit
The Company does not have any demat Suspense of the dividend to the Members Bank Account. The
Account, therefore as on March 31, 2021, there are SEBI Listing Regulations also mandate Companies
no outstanding shares credited/ lying in the demat to credit the dividend to the Members electronically.
suspense account/ unclaimed suspense account. Members are therefore urged to avail of this facility
to ensure safe and speedy credit of their dividend
• Pending Investor Grievances into their Bank account through the Banks’
Any Member / Investor, whose grievance has not “Automated Clearing House” mode. Members
been resolved satisfactorily, may kindly write to the who hold shares in demat mode should inform
Company Secretary at the Registered / Corporate their Depository Participant, whereas Members
Office (or email at investor_grievances@mastek. holding shares in physical form should inform the
com) with a copy of the earlier correspondences Company / RTA about of the core banking account
and relevant supporting’s for quick resolution. details allotted to them by their bankers. In cases
where the core banking details are not available
• Reconciliation of Share Capital Audit with the Company, then the Company will issue
As required under Regulation 76 of the Securities demand draft first time mentioning the registered
& Exchange Board of India (Depositories and address / bank details to the concerned Members.
Participants) Regulation, 1996 as amended,
quarterly audit of the Company’s share capital • Green Initiatives for sending
is being carried out by Independent Company communication
Secretary in Practice with a view to reconcile Company sent a communication through Annual
the total Share capital admitted with National Reports to all the Members requesting them to give
Securities Depository Limited (NSDL) and Central their e-mail ID’s to the Company / RTA (for physical
Depository Services (India) Limited (CDSL) and shares held) and their Depository Participants (DPs),
held in physical form, with the issued and listed so that Annual report and other communications
capital. The Certificate in regard to the same has can be sent electronically to all the Members.
been submitted to BSE Limited and the National Members, who have so far not informed the E-mail
Stock Exchange of India Limited and is also placed ID’s to their DP’s, are requested to do the same in
before the Board of Directors. the interest of environment.

Shareholding Pattern as at March 31, 2021

Sr. Category 2021 2020

No. No. of Shares % of Holding No. of Shares % of Holding
1 Promoters 11,183,660 44.32 10,953,660 45.10
2 Financial Institutions / Mutual Funds / NBFC / 3,027,997 12.00 3,620,299 14.91
Trusts & Banks
3 FII’s 1,642,034 6.51 1,506,004 6.20
4 Bodies Corporate (Indian / Overseas) 443,056 1.76 559,028 2.30
5 Resident Individuals / HUF 8,228,457 32.61 7,154,158 29.45
6 NRIs / Foreign Nationals 635,010 2.52 441,105 1.81
7 Investor Education and Protection Fund 72,675 0.29 55,218 0.23
Authority (IEPF)
Total 25,232,889 100.00 24,289,472 100.00

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REPORT ON CORPORATE GOVERNANCE

Dematerialisation of Shares:
Details of Shares held in Physical & Electronic Mode

The Company has established connectivity with Central Depository Services (India) Limited (CDSL) and National Securities
Depository Limited (NSDL) for dematerialisation of shares and the same are available in electronic segment under ISIN:
INE759A01021. Equity shares representing about 99.53% of total equity share capital are dematerialised as on March 31,
2021.

As on Date Status of Shares - Physical versus Electronic mode

Physical Electronic Total
March 31, 2021 119,854 (0.47%) 25,113,035 (99.53%) 25,232,889
March 31, 2020 134,731 (0.55%) 24,154,741 (99.45%) 24,289,472

SEBI vide its Circular No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018, amended Regulation 40 of the SEBI Listing
Regulations pursuant to which after April 01, 2019, transfer of securities cannot be processed unless the securities are held
in the dematerialised form with a depository.
List of Members other than Promoters holding more than 1% as on March 31, 2021.

Sr. Name of the Member No. of shares % of Total

No. held Shareholding
1. IDFC Mutual Fund (through its various Schemes) 878,437 3.48
2. Abakkus Growth Fund-1 821,000 3.25
3. Ashish Kacholia 717,054 2.84
4. Abakkus Emerging Opportunities Fund-1 621,943 2.46
5. Consilium Extended Opportunities Fund L.P. 370,090 1.47
6. Hornbill Orchid India Fund 365,014 1.45
7. Mukul Agrawal 313,000 1.24

Outstanding GDRs / ADRs / Warrants or any into commensurate hedging transactions with banks as
Convertible Instruments: per applicable guidelines and group risk management
instructions. Please refer notes to the Financial Statements
There are no outstanding GDRs / ADRs / Warrants except
in this regard. The Company does not have any hedged
the Stock Options granted to the Employees of the
exposure through Commodity derivatives. The Company
Company and its Subsidiaries. However, the outstanding
does not deal in commodities and hence the disclosure
ESOP Options after vesting, when exercised, shall increase
pursuant to SEBI Circular dated November 15, 2018 is not
the Equity Share Capital of the Company to that extent.
required to be given for commodity hedging activities.
Off-Shore Development Centres
In view of the nature of the Company’s business viz. INVESTOR INFORMATION
Information Technology (IT) Services the Company Company Overview
operates from various offices in India and abroad. The The Company is an enterprise digital transformation
Company has Off-Shore Software Development Centers specialist that engineers excellence for customers in UK,
at SEEPZ - Mumbai, Millennium Business Park - Mahape, US, Middle East, Asia Pacific and India. It enables large
Pune and Chennai. The full address of the Company’s scale business change programmes through its service
centres / offices is available elsewhere in the Annual offerings, which include Application Development, Oracle
Report which includes offices of recently acquired entities Suite & Cloud Migration, Digital Commerce, Application
of Evosys. Support & Maintenance, BI & Analytics, Assurance &
Testing and Agile Consulting. Whether it is creating new
Commodity Price Risk or Foreign Exchange
applications, modernising existing ones or recovering
Risk and Hedging Activities
failing projects, Mastek helps enterprises to navigate
Company is exposed to foreign exchange risk on the digital landscape and stay competitive. With digital
account of import and export transactions entered. The solutions constituting major part of the business, Mastek
Company is proactively mitigating these risks by entering is emerging as one of the leaders in Enterprise Digital

176 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

Transformation space. Evosys – A Mastek company, is and leadership in Oracle Cloud implementation. Evosys
an Oracle Platinum partner and a leading Oracle Cloud was recognised for winning three ‘Oracle Partner of the
implementation and consultancy company, serving Year’ Awards at Oracle OpenWorld 2019 and the ‘Dream
1,000+ Oracle Cloud customers across 30+ countries. Employer of the Year’ award from World HRD in 2019.

Evosys, a leading Oracle Cloud implementation and Mastek is well poised to be among the top providers of
consultancy company, serving 1,000+ Oracle Cloud agile digital transformation solutions and a significant
customers across 30+ countries, has added more player within the digital transformation space in retail and
capability, more capacity and more geographical reach financial services.
across the globe for Mastek group. An Oracle Platinum
partner, Evosys provides solution offerings like Oracle For more information please visit web site www.mastek.
HCM Cloud, Oracle ERP Cloud, Oracle SCM Cloud, Oracle com (and/or the Investors section at https://www.mastek.
CX, Oracle EPM Cloud, PaaS solutions (including custom- com/in/financial-information or https://www.mastek.
built solutions), AI, IoT and machine learning. Evosys’s com/in/investor-information). Updated disclosures
diverse customer portfolio consisting of Government, regarding corporate governance may also be accessed in
Healthcare, Finance, Logistics, Manufacturing & the web site’s Investors section at: https://www.mastek.
Distribution organisations, is a testimony to the expertise com/in/corporate-governance.

Issue of Equity Shares History: Number of Shares

Particulars No. of shares/ Face value
Prior to Initial Public offer 2,397,000 shares of ` 10 each
Initial Public Offer in December, 1992 603,000 shares of ` 10 each
Issued under Employees’ Stock Option Plan till 1995 56,640 shares of ` 10 each
Second Public Offer in March, 1996 400,000 shares of ` 10 each
Bonus Shares issued in January, 2000 (1:1) 3,456,640 shares of ` 10 each
Adjusted the above in view of Sub-Division of shares of 13,826,560 shares of ` 5 each
` 10 each into two shares of ` 5 each in 2001.
Issued under Employees’ Stock Option Plans in Financial Years
2000-01 57,083 shares of ` 5 each
2001-02 85,396 shares of ` 5 each
2002-03 144,882 shares of ` 5 each
Buy-Back and Extinguishment of shares in Financial Year 2003-04 300,898 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Year 2003-04 66,913 shares of ` 5 each
Buy-Back and Extinguishment of shares in Financial Year 2004-05 98,950 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Year 2004-05 88,412 shares of ` 5 each
Bonus Shares issued in April, 2006 (1:1) 14,054,594 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Years
2005-06 213,642 shares of ` 5 each
2006-07 326,547 shares of ` 5 each
2007-08 76,115 shares of ` 5 each
Buy-Back and Extinguishment of shares in Financial Year 2007-08 915,714 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Year 2008-09 19,293 shares of ` 5 each
Buy-Back and Extinguishment of shares in Financial Year 2008-09 744,381 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Years
2009-10 44,443 shares of ` 5 each
2010-11 7,250 shares of ` 5 each
2011-12 75,000 shares of ` 5 each
Buy-Back and Extinguishment of shares in Financial Year 2012-13 2,388,000 shares of ` 5 each

177
REPORT ON CORPORATE GOVERNANCE

Issued under Employees’ Stock Option Plans in Financial Year 2013-14 6,500 shares of ` 5 each
Buy-Back and Extinguishment of shares in Financial Year 2013-14 2,484,007 shares of ` 5 each
Issued under Employees’ Stock Option Plans in Financial Years
2014-15 385,992 shares of ` 5 each
2015-16 450,602 shares of ` 5 each
2016-17 380,259 shares of ` 5 each
2017-18 314,523 shares of ` 5 each
2018-19 280,747 shares of ` 5 each
2019-20 316,669 shares of ` 5 each
2020-21 943,417 shares of ` 5 each

Credit Rating
The Company enjoys a good reputation for its sound financial management and the ability to meet its financial obligations.
During the year under review, ICRA Limited, a Credit Rating Agency, had reaffirmed the ratings assigned for the Bank
facilities as [ICRA] A+ (Positive) rating for fund-based limits and [ICRA] A1+ for non-fund based limits for the Working
Capital Facilities granted to the Company by its Bankers.

• Compliance Officer of the Company/ Address for Correspondence:

Name Dinesh Kalani, Company Secretary
Address for correspondence Mastek Limited, #106/107, SDF-IV,
SEEPZ, Andheri (East),
Mumbai - 400 096
Phone No: + 91-22-6722-4200
Fax: +91-22-6695-1331
E-mail investor_grievances@mastek.com

178 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

“ANNEXURE A” TO REPORT ON CORPORATE GOVERNANCE

DECLARATION REGARDING COMPLIANCE WITH THE CODE OF CONDUCT OF THE COMPANY BY THE
BOARD OF DIRECTORS AND SENIOR MANAGERIAL PERSONNEL

To the Members of Mastek Limited,

In terms of Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on
the affirmations provided by the Board of Directors and Senior Managerial Personnel of the Company to whom Code
of Conduct is made applicable, I declare that the Board of Directors and Senior Managerial Personnel have affirmed
compliance with the Code of Conduct of the Company for the Financial Year ended March 31, 2021.

Yours faithfully,

Ashank Desai
Vice - Chairman & Managing Director
(DIN: 00017767)

Date: April 28, 2021

Place: Mumbai

179
REPORT ON CORPORATE GOVERNANCE

“ANNEXURE B” TO REPORT ON CORPORATE GOVERNANCE

VICE - CHAIRMAN & MANAGING DIRECTOR AND VICE PRESIDENT- FINANCE CERTIFICATION

We the undersigned, in our respective capacities as Vice - Chairman & Managing Director and Vice President – Finance of
Mastek Limited (“the Company”) to the best of our knowledge and belief, certify that:

1) We have reviewed financial statements and the cash flow statement for the Financial Year ended March 31, 2021
and that to the best of our knowledge 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, laws and regulations.

2) We further state that 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 which violate the Company’s Code of Conduct.

3) We hereby declare that, all Board of Directors and Senior Managerial Personnel have confirmed compliance with the
Code of Conduct as adopted by the Company.

4) 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 of the
Company and have disclosed to the Auditors and the Audit Committee, deficiencies 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.

5) 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.

This Certificate is being given to the Board pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Yours faithfully,

Ashank Desai Arun Agarwal

Vice - Chairman & Managing Director Vice President - Finance
(DIN: 00017767)

Date: April 28, 2021

Place: Mumbai

180 Mastek Limited | Annual Report 2020-21

REPORT ON CORPORATE GOVERNANCE

“ANNEXURE C” TO REPORT ON CORPORATE GOVERNANCE

CERTIFICATE ON CORPORATE GOVERNANCE

To,
The Members of
Mastek Limited
804/805 President House,
Opp. C. N. Vidyalaya, Near Ambawadi Circle,
Ahmedabad, Gujarat – 380 006.

I have conducted online verification & examination, due to Covid 19 and subsequent lockdown situations for the purpose
of issuing this certification for compliance of conditions of Corporate Governance by Mastek Limited (‘the Company’) for
the Financial Year ended March 31, 2021, as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of
Regulation 46 and Para C, D, and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, as amended from time to time. This report is required by the Company for annual submission to the Stock exchange
and to be sent to the Members of the Company.

The compliance of the conditions of Corporate Governance is the responsibility of the Management of the Company
including the preparation and maintenance of all relevant supporting records and documents. 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, and representations made
by the management, I certify that the Company, to the extent applicable, has complied with the conditions of Corporate
Governance as stipulated and is generally in compliance with the conditions of Corporate Governance as stipulated in
Regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D, and E of Schedule V of SEBI
(Listing Obligation 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.
For P Mehta & Associates.
Practicing Company Secretaries

Prashant S Mehta
(Proprietor)
ACS No. 5814
C.P. No. 17341
UDIN: A005814C000264556
PR No. : 763/2020

Date: April 28, 2021

Place: Mumbai

181
REPORT ON CORPORATE GOVERNANCE

“ANNEXURE D” TO REPORT ON CORPORATE GOVERNANCE

CERTIFICATE ON 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
Mastek Limited
804/805 President House,
Opp. C. N. Vidyalaya, Near Ambawadi Circle,
Ahmedabad, Gujarat – 380 006.

Due to Covid – 19 and subsequent lockdown situations, I have conducted online verification and examination of the
relevant registers, records, forms, returns and disclosures received from the Directors of Mastek Limited having CIN
L74140GJ1982PLC005215 and having Registered Office at 804/805 President House, Opp. C. N. Vidyalaya, Near Ambawadi
Circle, Ahmedabad, Gujarat – 380 006 (‘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 on the portal www.mca.gov.in) as considered necessary and explanation furnished to me by the
Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for
the Financial Year ended on March 31, 2021, have been debarred or disqualified from being appointed or continuing as
Director of Companies by the SEBI, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. Name of the Director DIN Date of Appointment in the Company

No. (as per the Ministry of Corporate Affairs Portal)
1 Mr. S. Sandilya 00037542 19/01/2012
2 #Mr. Sudhakar Ram (Late) 00101473 04/10/1985
3 Mr. Ashank Desai 00017767 06/06/1982
4 Mr. Ketan Mehta 00129188 29/12/2020
5 Ms. Priti Rao 03352049 17/01/2011
6 Mr. Atul Kanagat 06452489 21/01/2013
7 Mr. Rajeev Kumar Grover 00058165 28/01/2020

# Ceased to be a director of the Company with effect from November 08, 2020 due to his demise.

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. My responsibility is to express an opinion on these based on my 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 P Mehta & Associates.
Practicing Company Secretaries

Prashant S Mehta
(Proprietor)
ACS No. 5814
C.P. No. 17341
UDIN: A005814C000264556
PR No. : 763/2020

Date: April 28, 2021

Place: Mumbai
182 Mastek Limited | Annual Report 2020-21
 FINANCIAL
STATEMENTS
STANDALONE
183
BUSINESS RESPONSIBILITY REPORT

184 Mastek Limited | Annual Report 2020-21

BUSINESS RESPONSIBILITY REPORT

A Resilient Future: Driven by

Humane@Work

Business Responsibility Report

185
BUSINESS RESPONSIBILITY REPORT

186 Mastek Limited | Annual Report 2020-21

BUSINESS RESPONSIBILITY REPORT

With strong commitment towards an adherence on sustainability and sustainable best practices across the ecosystem,
your Company is delighted to present herewith, the Business Responsibility Report for the Financial Year ended March
31, 2021. The reporting framework is based on ‘National Voluntary Guidelines on Social, Environmental & Economic
Responsibilities of Business’ (NVGs) released by the Ministry of Corporate Affairs, Government of India, which requires
businesses to embrace ‘Environmental, Social, Governance’ perspective in a sustainable manner. The Report has been
prepared as prescribed and in accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”).

This Report essentially includes responses to questions on the Company practices and performance on key principles
defined by the Regulation, covering topics across environment, governance and stakeholder relationships.

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1. Corporate Identity Number (CIN) of the L74140GJ1982PLC005215
Company
2. Name of the Company Mastek Limited
3. Registered address 804 / 805 President House, Opposite C. N. Vidyalaya, Near
Ambawadi Circle, Ahmedabad – 380006, Gujarat.
4. Website www.mastek.com
5. E-mail ID investor_grievances@mastek.com
6. Financial Year reported 2020-21
7. Sector(s) that the Company is engaged in NIC Code Product Description
(industrial activity code-wise)
620 Computer Programming, Consultancy
and Related activities
8. List three key products / services that the The Company’s offering portfolio includes business and
Company manufactures / provides (as in technology services comprising of Application Development,
balance sheet)
Application Maintenance, Business Intelligence & Data
Warehousing, Testing & Assurance and Legacy Modernization.
9. Total number of locations where business There are more than 30 locations all over.
activity is undertaken by the Company
a. Number of International Locations Geographic Zones Locations
(Provide details of major 5)
United Kingdom • Reading
• Leeds
• Middlesex
United States of • Dallas
America and Canada • Massachusetts
• Chicago
• Toronto
Middle East & North • Dubai
Africa • Abu Dhabi
• Egypt
• Saudi Arabia
• Bahrain
• Kuwait
• Qatar
Rest of the World • Singapore
• Malaysia
• Australia
• Netherlands

187
BUSINESS RESPONSIBILITY REPORT

b. Number of National Locations • Ahmedabad, Gujarat

• Mumbai, Maharashtra
• Pune, Maharashtra
• Noida, Uttar Pradesh
• Gurugram, Haryana
• Chennai, Tamil Nadu
Please refer the Annual Report for detailed information.
10. Markets served by the Company – Local / The Company has its operations in both domestic and
State / National / International international market.

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1. Paid up Capital of the Company 25,232,889 Equity Shares having face value of ` 5 each
aggregating to ` 126,164,445
2. Total Turnover ` 18,714 Lakhs
3. Total profit after tax ` 1,646 Lakhs
4. Total Spending on Corporate Social During the year, the Company has contributed ` 178.50 lakhs
Responsibility (CSR) as percentage of profit towards the CSR activities which is much higher than 2% of
after tax (%) the average net profits of the Company.
5. List of activities in which expenditure in point Refer to Annexure 6 of the Directors’ Report which forms
no. 4 above has been incurred part of this Annual Report.

SECTION C: OTHER DETAILS

1. Does the Company have any Subsidiary During the year under review, the Company has 21
Company / Companies? Subsidiaries. The brief details of these Subsidiaries are
available under Form AOC-1 which is an Annexure to the
Directors Report.
2. Do the Subsidiary Company / Companies The Subsidiaries of the Company are separate legal entities
participate in the BR Initiatives of the parent and its responsibility practices and reporting are focused on
company? If yes, then indicate the number of India. However, Subsidiaries may follow BR initiatives as per
such subsidiary company(s) rules and regulations applicable to them.
3. Do any other entity / entities (e.g. suppliers, The Company has not mandated any vendors, suppliers,
distributors etc.) that the Company does business partners, etc. to participate in the BR initiatives
business with, participate in the BR initiatives of the Company. However, they are encouraged to adopt
of the Company? If yes, then indicate the BR Initiatives and follow the concept of being responsible
percentage of such entity / entities? [Less than
business entities.
30%, 30-60%, More than 60%]

188 Mastek Limited | Annual Report 2020-21

BUSINESS RESPONSIBILITY REPORT

SECTION D: BR INFORMATION
1. Details of Director / Directors responsible for BR
a. Details of the Director / Director responsible for implementation of the BR policy /policies
DIN Number 00017767
Name Mr. Ashank Desai
Designation Vice - Chairman & Managing Director
b. Details of the BR head
DIN Number if applicable NA
Name Mr. Arun Agarwal
Designation Vice President - Finance
Telephone No. 022- 6722 4200
Email ID investor_grievances@mastek.com
2. Principle-wise (as per NVGs) BR Policy / Policies
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released
by the Ministry of Corporate Affairs has adopted 9 (nine) areas of Business Responsibility. These briefly are as follows:
P1: Business should govern and conduct by themselves with Ethics, Transparency and Accountability.
P2: Business should provide goods and services that are safe and contribute to sustainability throughout their life cycle.
P3: Business should promote the well-being of all employees.
P4: B
 usiness should respect the interests of and be responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized.
P5: Business should respect and promote human rights.
P6: Business should respect, protect and make efforts to restore the environment.
P7: Business when engaged in influencing public and regulatory policy should do so in responsible manner.
P8: Business should support inclusive growth and equitable development.
P9: Business should engage with and provide value to their customers and consumers in responsible manner.
a. Details of compliance (Reply in Y/N)
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy / policies for# Y Y Y Y Y Y N Y Y
2. Has the policy being formulated Y Y Y Y Y Y NA Y Y
in Consultation with the relevant All the policies have been developed in consultation with the
stakeholders?
Management of the Company and accordingly, the relevant
policies have evolved over a period of time.
3. Does the policy conform to any National The spirit and content of the Code of Conduct and all the
/ international standards? If yes, applicable laws and standards are captured in the policies
specify? (50 words) articulated by the Company.
4. Has the policy being approved by the All the policies mandated under the Companies Act, 2013 and
Board? If yes, has it been signed by SEBI Listing Regulations are approved by the Board and other
MD / owner / CEO / appropriate Board applicable policies are approved by the Managing Director or
Director? Functional Heads of the Company as appropriate from time
to time.

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BUSINESS RESPONSIBILITY REPORT

5. Does the company have a specified Committee Y Y Y Y Y Y NA Y Y

of the Board / Director / Official to oversee The policies of the Company strengthen the internal
the implementation of the policy?
Governance Structures on compliance and beyond compliance
efforts. All the policies are mapped to the respective business
functions and their implementation is based on the committed
framework.
6. Indicate the link for the policy to be viewed Policies mandated to be displayed on website of the Company
online? as per the Companies Act, 2013 and SEBI Listing Regulations
are displayed at Company’s website (https://www.mastek.
com/corporate-governance) and all other policies are displayed
on the Company’s intranet.
7. Has the policy been formally communicated Yes, wherever appropriate
to all relevant internal and external
Stakeholders?
8. Does the company have in-house structure to Y Y Y Y Y Y NA Y Y
implement the policy / policies?
9. Does the Company have a grievance redressal Y Y Y Y Y Y NA Y Y
mechanism related to the policy / policies to Yes, any grievances or feedback to the policies can be sent to
address Stakeholders’ grievances related to
investor_grievances@mastek.com
the policy / policies?
10. Has the company carried out independent Y Y Y Y Y Y NA Y Y
audit / evaluation of the working of this Yes. Regular internal audits are carried out to check compliance
policy by an internal or external agency?
to the corporate policies pertaining to the respective audit area.
Further, the Internal department team carry out assessment /
evaluation of working of these policies from time to time.

#List of Policies

P1 - C
 ode of Business Conduct & Ethics, Code of Conduct for Directors and Senior Management, Anti-Bribery and
Corruption Policy, Whistle Blower Policy
P2 - Sustainability Policy & Health and Safety Policy
P3 - Equality and Diversity, Code of Business Conduct & Ethics, Prevention of Sexual Harassment Policy
P4 - Corporate Social Responsibility Policy, Code of Business Conduct & Ethics
P5 - C
 ode of Business Conduct & Ethics, Prevention of Sexual Harassment Policy, Equality and Diversity, Whistle Blower
Policy
P6 - Sustainability Policy & Health and Safety Policy
P7 - NA
P8 - Corporate Social Responsibility Policy
P9 - Quality Policy, Code of Business Conduct & Ethics

b. If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up
to 2 options)
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
1. 
The Company has not understood the - - - - - - - - -
Principles
2. The Company is not at a stage where it - - - - - - - - -
finds itself in a position to formulate and
implement the policies on specified principles

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BUSINESS RESPONSIBILITY REPORT

3. The Company does not have financial or - - - - - - - - -

manpower resources available for the task

4. 
It is planned to be done within next 6 - - - - - - - - -
months
5. It is planned to be done within the next 1 - - - - - - - - -
year
6. Any other reason (please specify) - - - - - - Y - -
While there is no specific policy outlined for this
principle, the Company, through trade bodies
and associations, puts forth suggestions, if any,
with respect to the economy in general and the
IT sector in particular.
3. Governance related to BR
a. 
Indicate the frequency with which the The Board of Directors have formed various Committees for
Board of Directors, Committee of the Board areas where more focused, specialized and extensive discussions
or CEO to assess the BR performance of the are required or which are required by law. Some of the Board
Company. Within 3 months, 3-6 months, functions are performed through specially constituted Board
Annually, More than 1 year. Committees consisting of Executive, Non - Executive and
Independent Directors, who then report to the Board. The
Board’s Committees include Audit Committee, Stakeholders
Relationship Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility (CSR) Committee
and Risk Management & Governance Committee. All
Committees have a formally established terms of reference /
charter.
The Board of Directors and aforesaid Committees monitor
the constituents of BR elements at different frequencies. The
Audit Committee takes note of the Whistle Blower Complaints
if any, on a quarterly basis. Observations from Internal Audits
on HR practices and Vendor management are reviewed as
and when such reports are issued. CSR Committee reviews
the CSR activities of the Company on an on-going basis. The
Stakeholders Relationship Committee takes note of the status
Investor Complaints on a quarterly basis.
These Committees meet as per statutory requirements and
also in case there is any matter which needs to be reviewed /
approved by a specific Committee.
b. 
Does the Company publish a BR or This is the Second Business Responsibility Report being
a Sustainability Report? What is the published for the Financial Year 2020-21 by the Company. The
hyperlink for viewing this report? How same is being displayed as part of this Annual Report on the
frequently it is published? website of the Company at www.mastek.com.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Business should govern and conduct by themselves with Ethics, Transparency and
Accountability.
Code of Business Conduct & Ethics, Code of Conduct for Directors and Senior Management: The standards on
ethics, transparency and accountability are stated under the Code of Business Conduct & Ethics (COBCE) of the Company.
COBCE is the statement of values that represents the standard of conduct, which everyone associated with the Company is
expected to observe in all business endeavors. COBCE covers a wide range of business practices and procedures and serves
as a guide to ethical decision-making and behaviors expected out of all employees of the Company. Further, COBCE also
mandates the Directors, Senior Management and Employees (including its Subsidiaries) of the Company to act honestly,

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fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner. The Company has
well defined Code of Conduct for Board of Directors and Senior Management of the Company that covers issues, inter alia,
related to ethics, honesty, misconduct, etc. including the dealings with vendors, customers and other business partners. All
the employees are compulsorily required to sign this Code at the time of joining the Company. The Board members and
Senior Managerial Personnel’s are also bound to provide duly signed Annual confirmation affirming compliance with their
Code of Conduct framed.

Anti-Bribery and Corruption Policy: The policy is framed to conduct all of Company’s business in an honest and ethical
manner. Your Company takes a zero tolerance approach to bribery and corruption and are committed to act professionally,
fairly and with integrity in all its business dealings and relationships wherever it operates and implements and enforces
effective systems to counter bribery and corruption. This policy is intended to provide employees of the Company with a
level of awareness and guidance about certain applicable Anti-bribery laws in order to prevent inadvertent violations and
to recognize potential issues in time for them to be addressed appropriately.

Whistle Blower Policy: This Policy allows employees to bring to the attention of the Management promptly and directly,
any unethical behavior, suspected fraud or irregularity in the Company practices, which is not in line with the COBCE. The
Policy entails a transparent approach, with safeguards in place to protect the victimization of those who raise concerns.
The Whistle Blower Policy and their implementation are explained in detail under the Directors Report and the Corporate
Governance Report which forms part of this Annual Report.

Compliance Framework: Compliance with the statutory and contractual requirements has always been one of the focus
areas. There is a centralized compliance function which enables business teams to know their statutory and contractual
responsibilities and ways to fulfill those responsibilities. The compliance function, while on one hand keeps the Board and
the Senior Management updated about the status of compliance with applicable requirements, on the other hand works
with business teams to build capabilities through trainings and assessments.

Prevention of Insider Trading: In order to further strengthen the internal controls for prevention of insider trading in
its shares, the Company has a robust system to protect the confidentiality of unpublished price sensitive information. The
Company has framed its Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and
Code of Internal Procedures and Conduct for regulating, monitoring and reporting trading by Insiders in such a manner that
it not only satisfies the regulatory requirements, but also instills a sense of responsibility among the designated persons for
making timely and adequate disclosures.

 Questionnaire:
1. Does the policy relating to ethics, bribery and corruption cover only the Company? Yes / No. Does it
extend to the Group / Joint Ventures / Suppliers / Contractors / NGOs / Others?

Yes, the Company has an Anti-Bribery and Corruption Policy in place that governs the ethics, bribery and
corruption related matters at Mastek. The mentioned policy is applicable to the employees across all grades
including the members of the Board, Senior Managerial Personnel’s and fixed-term or temporary employees like
contractors, consultants, trainees, interns, volunteers, third party agents or any other person associated with the
organisation. All Companies under Mastek Group are covered by this policy. Company’s business partners are
expected to align to ethical values of the Company.
2. How many stakeholder complaints have been received in the past Financial Year and what percentage
was satisfactorily resolved by the Management? If so, provide details thereof, in about 50 words or so.

The Company has in place a mechanism for dealing with complaints received from various stakeholders. The
details of shareholders complaints received and resolved during the Financial Year 2020-21 are provided in the
Corporate Governance Report. There is no complaint pending at the end of the year.

Principle 2: Business should provide goods and services that are safe and contribute to Sustainability
throughout their life cycle.
World is rapidly changing and getting competitive. The onus is on the Company to create a responsible supply chain
that is aligned to sustainability practices. Your Company has always focused on delivering value with utmost integrity
and transparency. As a sustainable procurement partner, Company is always committed towards Business Ethics, Social
Improvement, Green Environment Initiatives and Quality products & services. Your Company follows Sustainable procurement
guidelines that comply with applicable laws and regulations and are in line with its internal policies.

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 Questionnaire:
1. List up to 3 of your products or services whose design has incorporated social or environmental
concerns, risks and /or opportunities.

Since, the Company is in the business of Information Technology, it does not manufacture physical products but
creates and offers software development, IT solutions and services. Thus, product policies are not applicable to
the Company. In spite of that, it is committed to adopt operational activities, which will help in reducing GHG
emissions and thus will support to sustain the global environment aspects.
2. For each such product, provide the following details in respect of resource use (energy, water, raw
material etc.) per unit of product (optional):

(a) Reduction during sourcing / production / distribution achieved since the previous year throughout
the value chain.

Not Applicable.

(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year.

Being a Software Company, Mastek prominently focuses on conserving electrical energy consumption year
by year. It is proud that every year it achieves its energy & water consumption related savings.
3. Does the Company have procedures in place for sustainable sourcing (including transportation)? If yes,
what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50
words or so.

The Company has set procurement guidelines, which also covers sustainable sourcing including transportation
vendor. All hired vehicles including transport buses are compliant in regards to environmental requirements.
4. Has the Company taken any steps to procure goods and services from local & small producers, including
communities surrounding their place of work? If yes, what steps have been taken to improve their
capacity and capability of local and small vendors?

Criteria for selection of vendor depends on nature of service / goods, quality, price and reliability. The Company
normally gives priority to local small vendors for procuring goods / material for its operations and thus gives
motivation to their business. The Company also helps local / MSME vendors to improve their capacity and
capability.

5. Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of
recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in
about 50 words or so.

• Company is using common effluent treatment plants to drain out waste water from its premises provided &
managed by developers and / or government agencies.

• Company is focused towards restricting plastic usage and discarded use of plastic drinking bottles during
business meetings.

• Company ensures disposal of E-Waste & Hazardous waste through MPCB / CPCB approved vendors /
recyclers.

• Waste like food waste and garbage is disposed through Municipal corporation approved agencies.

Principle 3: Business should promote the well-being of all Employees.

Equality and Diversity: Mastek is an equal opportunity employer and does not employ any child labour. Mastek recognises
that ensuring equality of opportunity, fairness and valuing diversity in all areas of employment, helps to innovate, deliver
competitive edge and anticipate customer needs. The Company is committed to attract, develop and retain the brightest
and best talent with a focus on recruiting, training and promoting the best person for the job and future needs
of the organisation. Company encourages everyone to reach their full potential, regardless of age, gender, marriage /
civil partnership status, gender reassignment, race or ethnicity, nationality, trade union membership or non-membership,

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disability, religion / belief, sexual orientation, family / care responsibilities including pregnancy / maternity. Company is also
determined to create a working environment which supports its values and which is free from any form of discrimination,
harassment or bullying and within which all individuals are treated with respect, fairness and courtesy. The principle of non-
discrimination and equality of opportunity applies equally to the treatment of employees, job applicants, visitors, clients,
customers and suppliers.

Prevention of Sexual Harassment Policy: This policy has been framed in accordance with the provisions of “The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and rules framed thereunder.
The Company has a robust mechanism in place to redress complaints reported under it. The Company has complied with
provisions relating to the constitution of Internal Committee (IC). The IC is composed of internal members and an external
member who has extensive experience in the field. Sexual harassment is an unacceptable form of behaviour which is and
will never be tolerated by the Company under any circumstances.

Company has various practices and processes that ensure employee well-being is looked after and employees
are able to have a work-life balance:

• Mastek has gone a step ahead to empower employees through adoption of the Mastek 4.0 culture, e.g. leaves are
auto approved and do not require any approval by the manager. Company has a flexible reporting time approach.
Work From Home has been provided to all employees to ensure their safety and well-being during Covid. Similarly,
there are numerous other practices deployed, that ensure employees are empowered and have the flexibility at the
workplace.

• To encourage professional growth at the workplace, Company has the promotion policy which gives opportunity to
Mastekeers to nominate themselves and be evaluated for the next level by a neutral panel.

• Facilitated Leadership Connect sessions to create two-way communication channels for Mastekeers.

• There are numerous learning platforms that are available for employees to self-learn and apply for relevant
opportunities that may be available through the job board. Onsite opportunities are also available to employee basis
the skills displayed, availability of role and requirements from the client. Enabled 100% virtual learning experience
for Mastekeers through digital learning platforms and initiatives.

• To keep a check on employee morale there are various engagement initiatives that are driven at regular intervals.
As part of engagement special focus is given to employee wellness which focusses on physical, social, emotional
and financial wellness. Employee’s sentiments are also checked through regular HR skip and connect sessions.
Engagement surveys are also run through external vendors. Eg. Surveys were conducted with Gallup and Internal
surveys to check on how they were coping while working from home and if they felt supported were also conducted.
Publication of monthly wellness calendars with focus on emotional wellness.

• As part of emotional wellness, Company has also tied up with an external counselling vendor to provide consultation
from trained EWAP (Employee Wellbeing Assistance Program) counsellors to achieve better work-life balance and
overall emotional wellbeing.

• There are quarterly business updates shared through the Q-meet platform that ensure employees are updated and
kept informed. Any other information that is critical or important is shared through other communication channels
namely emails, intranet etc. The Q-meet was transitioned to a digital event platform with enhanced focus on global
participation.

• Regular connect with the affected Mastekeers during their sickness ensured Mastekeers were supported during times
of need.

• Provided opportunities to Mastekeers to engage in professional development & wellbeing programs.

• Usage of technology to ease employee access to information with the introduction of the Chat Bot. The Helpdesk
tool is also available for employees to raise a query or a concern which can be tracked for the response and the TAT
for it. The queries are routed to the respective owner basis the nature of the query that is raised.

• Company has policies around grievance handling, harassment at the workplace, disciplinary action policy, etc. to
foster a professional, open and trusting workplace.

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COVID-19 perspective: Employees were faced with a pandemic that was characterised by both unfamiliarity and
uncertainty. Mastek was quick to respond through its precautionary measures that were stringently followed throughout
all its offices. Company went the extra mile to meet and exceed the guidelines laid down by the WHO, State and Central
Government authorities, to prevent exposure to the virus and ensure the safety of employees. Company made an extensive
use of technology and social media platforms to engage and communicate with employees. Senior leadership often speak
through “All Hands Meet”, and other forums to share business updates and keep employees abreast with the latest
happenings. Further, during the lockdown, significant amount of training content was shared with employees via Digital
learning platform - Udemy as well as Knowledge Management (K Vault). Apart from encouraging employees to learn
and grow, the Company has also conducted various virtual physical activities viz; Yoga, Zumba, workshops on financial
health and mental health emotional wellbeing sessions for employees globally. A COVID Response Team was also formed
to provide assistance on Covid related aspects to Mastekeers globally. Customized section on Masteknet for COVID related
advisories, updates and travel guidelines. A Covid allowance was also provided to all employees globally every month.
Vaccination drive was conducted for all employees and up to three dependents in the family. The drive was conducted at
certain office locations and offsite drives in collaboration with hospitals were also provided to Mastekeers all over India. To
support Mastekeers and their family members during this crisis, expenses relating to home quarantine were covered for all
Mastekeers based out of India.

 Questionnaire:
1. Please indicate the Total number of employees. Global employee count stands at 3,792 as on March
31, 2021 (Including temporary / contractual)
2. Please indicate the Total number of employees Global temporary / contractual employee count
hired on temporary / contractual / casual basis stands at 384 as on March 31, 2021
3. Please indicate the Number of permanent Global Full time permanent women employee count
women employees. stands at 925 as on March 31, 2021
4. Please indicate the Number of permanent Being an equal opportunity employer, the Company
employees with Disabilities does not discriminate specially abled people at the
time of recruitment. As per Company’s policies,
disclosure of special ability is not mandatory.
However, as on March 31, 2021, 8 specially-abled
people have voluntarily declared their status
5. Do you have an employee association that is No
recognised by management?
6. What percentage of your permanent employees NA
is members of this recognised employee
association?
7. Please indicate the Number of complaints relating to child labour, forced labour, involuntary
labour, sexual harassment in the last financial year and pending, as on the end of the Financial
Year.
Category No. of complaints filed during No. of complaints pending as
the Financial Year on end of the Financial Year
Child labour / forced labour / 0 0
involuntary Labour
Sexual harassment 0 0
Discriminatory employment 0 0
8. What percentage of your under mentioned employees were given safety & skill up- gradation
training in the last year? - Safety training is given to each employee as a process at the time
of mock evacuation drills. Overall Skill up-gradation training data which considers any of the
learning interventions including technical, soft-skills and compliance trainings are as below:
(a) Permanent Employees 98%
(b) Permanent Women Employees 98%
(c) Casual / Temporary / Contractual Employees 70%
(d) Employees with Disabilities 100%

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Principle 4: Business should respect the interests of and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalised.
Mastek is committed to spend up to 2% of the average net profits of the immediately preceding 3 Financial Years on CSR
projects or programmes related activities specified in Schedule VII to the Companies Act, 2013.

Mastek Foundation: Founded in 2002, Mastek Foundation is the CSR arm of Mastek. Its mission is – ‘Informed Giving,
Responsible Receiving’. Mastek Foundation was established with the objective of “The relief of poor, education, medical
and advancement of any other object of general public utility in India, not involving the carrying on of any activity for
profit” among other charitable objectives. The foundation works towards sensitising and inspiring individuals, employees, &
corporate professionals and encourages them to contribute to society as informed givers. It also provides them opportunities
for participation in community and social work. The foundation also works with Non Profit Organisations for capacity
building of information through consulting. Through the foundation, Mastek evaluates its social value and accountability
towards its stakeholders and creates an impact.

 Questionnaire:
1. Internal and external stakeholders? Yes/ No

Yes. The Company has mapped its internal and external stakeholders and their mode of engagement is as below:

Stakeholders Mode of engagement

Government and regulatory authorities Industry body / forums
Employees Newsletters, employee satisfaction survey and various trainings,
rewards and recognitions, meeting with eminent personalities and
team building activities
Local community CSR activities
Investors and shareholders Analyst calls, Annual General Meeting and Annual Report
Bankers, customers & vendors Visits

2. Out of the above, has the Company identified the disadvantaged, vulnerable & marginalised
stakeholders?

Yes

3. Are there any special initiatives taken by the Company to engage with the disadvantaged, vulnerable
and marginalised stakeholders. If so, provide details thereof, in about 50 words or so.?

Mastek through its Mastek Foundation and in collaboration with credible Non-Profit Organisations identifies
underprivileged beneficiaries (stakeholders). The foundation drives social initiatives and undertake community
development projects focused on providing grant support towards health, education, women empowerment,
disaster relief, livelihood and animal welfare and thematic areas etc.

Principle 5: Business should respect and promote Human Rights.

The Code of Business Conduct & Ethics (COBCE) has been introduced by the Company to ensure consistency of standards
of business conduct on a worldwide basis. The Company is an equal opportunity employer and unlawful harassment of any
kind (including but not limited to sexual harassment) is strictly forbidden. Code aims to promote diversity and equality in
the workplace, as well as compliance with all laws, while encouraging the adoption of international best practices

Mastek encourages diversity and constantly ensures that the business culture as well as activities are more inclusive and
all encompassing. While specific policies are present to address areas like Anti Bribery and Corruption Policy, equality and
diversity, and others, ‘COBCE’ is fortified and supplemented by the ‘Employee Workplace Behaviour Guideline’, which
outlines behaviour in resonance with Company’s reputation, vision and core organisational values.

Mastek believes in conducting itself in conformity with professional standards of personal integrity, honesty and ethical
conduct. Company is committed to provide and maintain a work environment that is free of harassment and any kind of
discrimination based on caste, creed, race, religion, national origin, age, gender, sexual orientation, region, appearance or
any disability or other protected classifications while in India or abroad.
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To encourage professional growth at the workplace, Company has a Promotion Policy which provides Mastekeers the
opportunity to nominate themselves and be evaluated for the next level by a neutral panel.

Numerous learning platforms are made available to employees to self-learn and apply for relevant opportunities that may be
available through the job board. Onsite opportunities are also available to employees’ basis the skills displayed, availability
of role and requirement from the client.

 Questionnaire:
1. D
 oes the policy of the Company on human rights cover only the Company or extend to the Group /
Joint Ventures/ Suppliers / Contractors / NGOs / Others?

The principles stated in Code of Business Conduct & Ethics, which includes respect for human rights, and dignity
of all stakeholders, extends to the entire group and its contractors.
2. How many stakeholder complaints have been received in the past financial year and what percent the
management satisfactorily resolved?

The Company has not received any complaint regarding violation of human rights.

Principle 6: Business should respect, protect and make efforts to restore the environment.
Energy conservation has been the major pillar of Company’s sustainability strategies. Mastek believes that responsible
growth is just as important as profitable growth to drive success as a global corporate. Led by this belief, Company has
made sustainability one of the central agendas of its business model and is constantly trying to do its bit by integrating
sustainability into day-to-day operations at Mastek.

 Questionnaire:
1. Does the policy related to Principle 6 cover only the Company or extends to the Group / Joint Ventures
/ Suppliers / Contractors/ NGOs / others.

The policy and practices related to Principle 6 extends to the Company and its Subsidiaries.

2. Does the Company have strategies / initiatives to address global environmental issues such as climate
change, global warming, etc.? Y/N. If yes, please give hyperlink for webpage etc.

Yes. Office at Mahape, which is a main office, is accredited by DNV-GL for EMS i.e. ISO 14001:2015 and OHSAS
18001:2007. Best practices are adopted in facility management operations to conserve the environment and
continual efforts are made to improve health and safety standards.

“Energy Conserved is Energy Generated” Mastekeers are very much focused about electrical consumption
and various energy savings initiatives are implemented across Mastek facilities. Apart from energy conservation,
Company is also committed towards reduction in GHG emission by way of implementing various green initiatives.

• Replacement of CFL lights with energy efficient LED Lights, which has helped to reduce 3 lacs KWH units per
year.

• Replacement of old conventional UPS systems with new energy efficient modular UPS systems.

• Reduction in usage of Plastic water bottles.

• Eliminating R22 refrigerant gas by implementing energy efficient VRV AC systems, which are using R410
eco-friendly refrigerant gas.

• Company is encouraging all employees across India for using carpooling services option for office commute.

• Optimum utilisation of water by using measures like aerators for faucets.

• Upgradation / Upkeep of electrical supply system and thereby achieving reduction in Generator Diesel
consumption.

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• All company vehicles are compliant with government laid pollution control norms.

• Reduction in business travel by using technology like video conferencing.

• Economy class air travel is encouraged for employees to reduce carbon emissions.
3. Does the Company identify and assess potential environmental risks? Y/N

Yes. The Company is taking various measures to mitigate the identified environmental risks.

4. Does the Company have any project related to Clean Development Mechanism? If so, provide details
thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report is filed?

Not Applicable, since Company is not into software development business.

5. Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable
energy, etc.? Y/N. If yes, please give hyperlink for web page etc.

Yes.

• Installed solar water heater at office canteen.

• Most of the initiatives are mentioned above in response to question no. 2.

6. Are the Emissions / Waste generated by the Company within the permissible limits given by CPCB/SPCB
for the financial year being reported?

Yes. Company submits the reporting for the Emissions / Waste generated i.e. Form V to SPCB wherever applicable.

7. Number of show cause / legal notices received from CPCB/SPCB, which are pending (i.e. not resolved
to satisfaction), as on end of Financial Year.

Nil

Principle 7: Business when engaged in influencing public and regulatory policy, should do so in
responsible manner.
The Company has always welcomed public initiatives and have been pro-active on compliance with the relevant regulatory
requirements. While at the design stage or during implementation of a public policy, if any difficulty has been foreseen or
experienced by the industry, the same has been brought to the notice of the regulators through industry bodies for seeking
required clarification or resolution. However, ensuring that any such representation is not or cannot be prejudicial to public
interest.

 Questionnaire:
1. Is your Company a member of any trade and chamber or association? If Yes, Name only those major
ones that your business deals with:
The Company is a member of the following major trade associations in addition to other chambers or
associations, to name a few;
- The National Association of Software and Service Companies (NASSCOM)
- Federation of Indian Chambers of Commerce and Industry (FICCI)
- Confederation of Indian Industry (CII)
- Computer Society of India
- Bombay Chamber of Commerce & Industry (BCCI)
The main objectives of the above associations are knowledge sharing and providing consultative and
representative services to the organisation. These forums operate through multi-lateral councils. There is no
spending by the Company towards lobbying or influencing public policies.

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2. Have you advocated/ lobbied through above associations for the advancement or improvement
of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration,
Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable
Business Principles, Others)
No

Principle 8: Business should support inclusive growth and equitable development.

As a responsible corporate citizen, inclusivity is key to Mastek’s Corporate Social Responsibility delivery which focuses on
Education, Empowerment and Environment. As a business, Mastek is also conscious of the carbon footprint it creates.
Tree plantation and water conservation initiatives help sustain the planet while also creating opportunities for equitable
development.

 Questionnaire:
1. Does the company have specified programmes/ initiatives/ projects in pursuit of the policy related to
Principle 8? If yes details thereof

Details of the various initiatives undertaken at Mastek include:

Health

• Supported blindness control program for tribal patients

• Supported provision of medicines under various medical programs for tribal patients

• Sponsored nutrition program for specially abled children

• Supported Ante Natal Care (ANC) program for pregnant women

• Sponsored nutrition and counselling program for children battling with cancer

• Sponsored ration and fruit kits to urban poor families impacted by COVID-19 lockdown

• Number of beneficiaries: 30,815

Livelihood

• Support provided to enhance livelihood of workers impacted by COVID-19

• Supported underprivileged women artisans for sustainable livelihood opportunities

• Support provided towards livelihood enhancement of distressed farmer community through irrigation
development and management with community participation

• Number of beneficiaries: 51, 605

Education
• Supported construction of a residential education institution for underprivileged girls

• Supported formal secondary schooling of underprivileged children

• Sponsored life skills and creativity development interventions for underprivileged village children

• Supported capacity building program for school head teachers of government schools

• Sponsored the education acceleration program for tribal and destitute children

• Sponsored education and holistic development program of underprivileged children through residential care
giving

• Number of beneficiaries: 930

199
BUSINESS RESPONSIBILITY REPORT

2. Are the programmes / projects undertaken through in-house team / own foundation / external NGO /
government structures / any other organisation?

CSR projects are implemented by Mastek Foundation through credible and accredited NGO’s with a good track
record of delivering community development projects.
3. Have you done any impact assessment of your initiative?

• Mastek Foundation monitors outcome of each CSR activities through project reports and assessments
conducted by NGOs / implementing agencies.

• Mastek contributed ` 178.50 lakhs in Financial Year 2020-21 towards community development projects
under their CSR which is much higher than statutorily required under the Companies Act 2013, which
benefitted 83,350 beneficiaries.

• The contributions were made to support various initiatives under health, education and livelihood.

4. What is your Company’s direct contribution to community development projects- Amount in INR and
the details of the projects undertaken

Total amount spent on community development projects during Financial Year 2020-21 is `178.50 lakhs. Details
of projects undertaken are given in Annexure 6 of the Directors’ Report which forms part of the Annual Report.
5. Have you taken steps to ensure that this community development initiative is successfully adopted by
the community? Please explain in 50 words, or so.

Yes. The CSR initiatives driven are monitored to ensure the outcomes are achieved and the communities are
impacted. Mastek Foundation drives and monitors all CSR activities. Internal monitoring mechanism, periodic
reports, telephonic, email communications are regularly carried out. However, field visits were impacted due
to COVID-19. Mastek’s CSR interventions are focused on 6 thematic areas i.e. health, education, women
empowerment, livelihood, disaster relief, and animal welfare. Mastek also contributed towards COVID-19 relief
operations in Financial Year 2020-21.

Principle 9: Business should engage with and provide value to their customers and consumers in
responsible manner.
Quality Policy: The aim of this policy is “Building and delivering systems, services and processes that help customers
deliver their Digital vision”. The same is achieved through

• Aligning to customer customers’ objectives, being proactive and taking actions to exceed their business impact.

• Providing innovative digital solutions and building software using latest delivery methodology & engineering practices
to deliver superior value to customers.

• Effective practice of “Quality Management System” ensuring quality standards of products and services are met prior
to delivery through appropriate quality assurance and quality control.

• Practicing risk management as inherent part of operations with appropriate mitigation planning and regular risk
tracking.

• Striving for continual improvement of the Quality Management System.

Customers trust Mastek because it delivers what it promises, no matter how challenging the task. Company has proven
excellence in engineering innovation solutions and delivery track record spanning over more than 3 decades. Customers
trust the Company to deliver innovative technology solutions that make their businesses more efficient, competitive and
service orientated. From the commercial sector to the public sector, Mastek creates, Mastek modernises and Mastek
recovers IT projects when they go wrong. Company is consistently delivering game changing results, exceeding customers’
expectations. Company believes that digital transformation should be defined by customer experience and quality of
innovation, and not by the race to develop technology at a low cost.

200 Mastek Limited | Annual Report 2020-21

BUSINESS RESPONSIBILITY REPORT

 Questionnaire:
1. What percentage of customer complaints / consumer cases are pending as on the end of Financial Year.

The customer complaints are technology specific and are resolved at the delivery of the software and before
contract closure. There are no customer complaints that are material in nature and giving rise to the litigations.
Customers have raised no consumer cases during the year.
2. Does the Company display product information on the product label, over and above what is mandated
as per local laws? Yes No / N.A. / Remarks (additional information)

Since the Company is in the business of software development services and products, this requirement does not
strictly apply to the Company. The Company makes necessary disclosures about the software products being
developed to its clients as per its contractual obligations.
3. Is there any case filed by any stakeholder against the Company regarding unfair trade practices,
irresponsible advertising and/ or anti-competitive behaviour during the last five years and pending as
on end of financial year. If so, provide details thereof, in about 50 words or so.

There is no anti-competitive behaviour, abuse of dominant position or unfair trade practices case pending against
the Company.
4. Did your Company carry out any consumer survey / consumer satisfaction trends?

Mastek carries out periodical client satisfaction surveys for its own clients only.

**************************************

201
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

202 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

A Resilient Future: Driven by

Humane@Work

Standalone Financial Statements

203
INDEPENDENT AUDITOR’S REPORT

To the Members of Mastek Limited Basis for Opinion

3. We conducted our audit in accordance with the
Report on the Audit of the Standalone
Standards on Auditing specified under section
Financial Statements
143(10) of the Act. Our responsibilities under those
Opinion standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone
1. 
We have audited the accompanying standalone
Financial section of our report. We are independent
financial statements of Mastek Limited (‘the
of the Company in accordance with the Code
Company’), which comprise the Standalone Balance
of Ethics issued by the Institute of Chartered
Sheet as at 31 March 2021, the Standalone Statement
Accountants of India (‘ICAI’) together with the
of Profit and Loss (including Other Comprehensive
ethical requirements that are relevant to our audit of
Income), the Standalone Statement of Cash Flow
the financial statements under the provisions of the
and the Standalone Statement of Changes in Equity
Act and the rules thereunder, and we have fulfilled
for the year then ended, and a summary of the
our other ethical responsibilities in accordance with
significant accounting policies and other explanatory
these requirements and the Code of Ethics. We
information.
believe that the audit evidence we have obtained is
2. In our opinion and to the best of our information sufficient and appropriate to provide a basis for our
and according to the explanations given to us, opinion.
the aforesaid standalone financial statements (the Key Audit Matters
‘financial statements’) give the information required
4. Key audit matters are those matters that, in our
by the Companies Act, 2013 (‘Act’) in the manner so
professional judgment, were of most significance in
required and give a true and fair view in conformity
our audit of the standalone financial statements of
with the accounting principles generally accepted
the current period. These matters were addressed in
in India including Indian Accounting Standards (‘Ind
the context of our audit of the financial statements
AS’) specified under section 133 of the Act, of the
as a whole, and in forming our opinion thereon,
state of affairs of the Company as at 31 March
and we do not provide a separate opinion on these
2021, and its profit (including other comprehensive
matters.
income), its cash flows and the changes in equity for
the year ended on that date.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter How our audit addressed the key audit matter
Revenue from contracts with customers (Refer Our responses
note 2d(xi) and 15 to the accompanying
standalone financial statements)
Revenue is recognised basis the terms of Our audit procedures relating to revenue recognition included, but
each contract with customers wherein certain were not limited to the following :
commercial arrangements involve complexity and
• Evaluated the design and operating effectiveness of internal
significant judgments relating to identification of
controls relating to the revenue recognition of the Company.
distinct performance obligations, determination
of transaction price of identified performance • Selected samples from all streams of contracts and performed
obligation and the appropriateness of basis used to detailed analysis on recognition of revenue as per the
measure revenue recognised over the time period requirement of Ind AS 115, Revenue from contracts with
is applied in selecting the accounting basis in each customers which involved testing of inputs to revenue
case. recognition including estimates used.

We identified revenue of the Company as a key • Evaluated appropriateness and adequacy of disclosures made
audit matter in the audit of standalone financial in the standalone financial statements with respect to revenue
statements of current year because of the significant in accordance with the requirements of applicable accounting
judgment / estimates used in accounting of revenue standards.
contracts.

204 Mastek Limited | Annual Report 2020-21

INDEPENDENT AUDITOR’S REPORT

Information other than the Standalone Financial 8. In preparing the financial statements, management
Statements and Auditor’s Report thereon is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as
6. The Company’s Board of Directors is responsible
applicable, matters related to going concern and
for the other information. The other information
using the going concern basis of accounting
comprises the information included in the Annual
unless management either intends to liquidate the
Report, but does not include the standalone financial
Company or to cease operations, or has no realistic
statements and our auditor’s report thereon.
alternative but to do so.
Our opinion on the standalone financial statements
9. Those Board of Directors is also responsible for
does not cover the other information and we do not
overseeing the Company’s financial reporting
express any form of assurance conclusion thereon.
process.
In connection with our audit of the standalone
Auditor’s Responsibilities for the Audit of the
financial statements, our responsibility is to read the Standalone Financial Statements
other information and, in doing so, consider whether
10. Our objectives are to obtain reasonable assurance
the other information is materially inconsistent
about whether the financial statements as a whole
with the standalone financial statements or our
are free from material misstatement, whether due
knowledge obtained in the audit or otherwise
to fraud or error, and to issue an auditor’s report
appears to be materially misstated.
that includes our opinion. Reasonable assurance is a
When we read the Annual Report, if we conclude high level of assurance, but is not a guarantee that
that there is a material misstatement therein, we an audit conducted in accordance with Standards on
are required to communicate the matter to those Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
charged with governance.
error and are considered material if, individually or in
Responsibilities of Management and Those the aggregate, they could reasonably be expected to
Charged with Governance for the Standalone influence the economic decisions of users taken on
Financial Statements the basis of these financial statements.
7. The accompanying standalone financial statements 11. As part of an audit in accordance with Standards
have been approved by the Company’s Board of
on Auditing, we exercise professional judgment and
Directors. The Company’s Board of Directors is
maintain professional skepticism throughout the
responsible for the matters stated in section 134(5)
audit. We also:
of the Act with respect to the preparation of these
standalone financial statements that give a true • Identify and assess the risks of material
and fair view of the financial position, financial
misstatement of the financial statements,
performance including other comprehensive income,
whether due to fraud or error, design and
changes in equity and cash flows of the Company in
perform audit procedures responsive to
accordance with the accounting principles generally
those risks, and obtain audit evidence that is
accepted in India, including the Ind AS specified
under section 133 of the Act. This responsibility sufficient and appropriate to provide a basis
also includes maintenance of adequate accounting for our opinion. The risk of not detecting a
records in accordance with the provisions of the material misstatement resulting from fraud
Act for safeguarding of the assets of the Company is higher than for one resulting from error, as
and for preventing and detecting frauds and fraud may involve collusion, forgery, intentional
other irregularities; selection and application of omissions, misrepresentations, or the override
appropriate accounting policies; making judgments of internal control;
and estimates that are reasonable and prudent;
and design, implementation and maintenance of • Obtain an understanding of internal control
adequate internal financial controls, that were relevant to the audit in order to design
operating effectively for ensuring the accuracy and audit procedures that are appropriate in the
completeness of the accounting records, relevant circumstances. Under section 143(3)(i) of the
to the preparation and presentation of the financial Act, we are also responsible for expressing our
statements that give a true and fair view and are free opinion on whether the Company has adequate
from material misstatement, whether due to fraud internal financial controls with reference to
or error.

205
 INDEPENDENT AUDITOR’S REPORT

financial statements in place and the operating that a matter should not be communicated in our
effectiveness of such controls; report because the adverse consequences of doing
so would reasonably be expected to outweigh the
• Evaluate the appropriateness of accounting public interest benefits of such communication.
policies used and the reasonableness of
accounting estimates and related disclosures Report on Other Legal and Regulatory
made by management; Requirements
15. As required by section 197(16) of the Act, based
• Conclude on the appropriateness of
on our audit, we report that the Company has
management’s use of the going concern basis
paid remuneration to its directors during the year
of accounting and, based on the audit evidence
in accordance with the provisions of and limits laid
obtained, whether a material uncertainty exists
down under section 197 read with Schedule V to the
related to events or conditions that may cast
Act.
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that 16. As required by the Companies (Auditor’s Report)
a material uncertainty exists, we are required Order, 2016 (‘the Order’) issued by the Central
to draw attention in our auditor’s report to the Government of India in terms of section 143(11) of
related disclosures in the financial statements the Act, we give in the Annexure A, a statement on
or, if such disclosures are inadequate, to modify the matters specified in paragraphs 3 and 4 of the
our opinion. Our conclusions are based on the Order.
audit evidence obtained up to the date of our
auditor’s report. However, future events or 17. Further to our comments in Annexure A, as required
conditions may cause the Company to cease to by section 143(3) of the Act, based on our audit, we
continue as a going concern; report, to the extent applicable, that:

• Evaluate the overall presentation, structure a) we have sought and obtained all the
and content of the financial statements, information and explanations which to the best
including the disclosures, and whether the of our knowledge and belief were necessary for
financial statements represent the underlying the purpose of our audit of the accompanying
transactions and events in a manner that standalone financial statements;
achieves fair presentation;
b) in our opinion, proper books of account as
12. We communicate with those charged with required by law have been kept by the Company
governance regarding, among other matters, the so far as it appears from our examination of
planned scope and timing of the audit and significant those books;
audit findings, including any significant deficiencies
in internal control that we identify during our audit. c) the standalone financial statements dealt with
by this report are in agreement with the books
13. We also provide those charged with governance with of account;
a statement that we have complied with relevant
ethical requirements regarding independence, and d) in our opinion, the aforesaid standalone
to communicate with them all relationships and financial statements comply with Ind AS
other matters that may reasonably be thought to specified under section 133 of the Act;
bear on our independence, and where applicable, e) on the basis of the written representations
related safeguards. received from the directors and taken on record
14. From the matters communicated with those charged by the Board of Directors, none of the directors
with governance, we determine those matters that is disqualified as on 31 March 2021 from being
were of most significance in the audit of the financial appointed as a director in terms of section
statements of the current period and are therefore 164(2) of the Act;
the key audit matters. We describe these matters f) we have also audited the internal financial
in our auditor’s report unless law or regulation controls with reference to financial statements
precludes public disclosure about the matter or of the Company as on 31 March 2021 in
when, in extremely rare circumstances, we determine

206 Mastek Limited | Annual Report 2020-21

INDEPENDENT AUDITOR’S REPORT

conjunction with our audit of the standalone iii. there has been no delay in transferring
financial statements of the Company for the amounts, required to be transferred, to the
year ended on that date and our report as per Investor Education and Protection Fund by
Annexure B expressed unmodified opinion; and the Company during the year ended 31
March 2021; and
g) with respect to the other matters to be included
iv. the disclosure requirements relating to
in the Auditor’s Report in accordance with rule
holdings as well as dealings in specified
11 of the Companies (Audit and Auditors)
bank notes were applicable for the
Rules, 2014 (as amended), in our opinion and period from 8 November 2016 to 30
to the best of our information and according to December 2016, which are not relevant
the explanations given to us: to these standalone financial statements.
Hence, reporting under this clause is not
i. the standalone financial statements applicable.
disclose the impact of pending litigations
on the standalone financial position of the For Walker Chandiok & Co LLP
Company as at 31 March 2021; Chartered Accountants
Firm’s Registration No.: 001076N/N500013
ii. the Company has made provision as at
31 March 2021, as required under the Adi P. Sethna
applicable law or Ind AS, for material Partner
foreseeable losses, if any, on long-term Membership No.: 108840
contracts including derivative contracts; UDIN: 21108840AAAABX6415
Place: Mumbai
Date: 28 April 2021

207
Annexure A
to the Independent Auditor’s Report of even date to the members of Mastek Limited, on the standalone
financial statements for the year ended 31 March 2021

Based on the audit procedures performed for the (iv) In our opinion, the Company has complied with
purpose of reporting a true and fair view on the financial the provisions of Sections 186 of the Act in respect
statements of the Company and taking into consideration of investments, guarantees and security. Further,
the information and explanations given to us and the in our opinion, the Company has not entered into
books of account and other records examined by us in the any transaction covered under Section 185, nor any
normal course of audit, and to the best of our knowledge transaction under section 186 of the Act in respect
and belief, we report that: of loan given.

(i) (a) The Company has maintained proper records (v) In our opinion, the Company has not accepted
showing full particulars, including quantitative any deposits within the meaning of Sections 73 to
details and situation of its property, plant and 76 of the Act and the Companies (Acceptance of
equipment (PPE). Deposits) Rules, 2014 (as amended). Accordingly,
the provisions of clause 3(v) of the Order are not
(b) All assets under PPE have not been physically applicable.
verified by the management during the
year, however, there is a regular program of (vi) The Central Government has not specified
verification once in three years, which, in our maintenance of cost records under sub-section (1)
opinion, is reasonable having regard to the size of Section 148 of the Act, in respect of Company’s
of the Company and the nature of its assets. services. Accordingly, the provisions of clause 3(vi) of
No material discrepancies were noticed on such the Order are not applicable.
verification.
(vii) (a) The Company is regular in depositing
(c) The title deeds of all the immovable properties undisputed statutory dues including provident
are held in the name of the Company. fund, employees’ state insurance, income-tax,
sales-tax, service tax, value added tax, cess and
(ii) The Company does not have any inventory. other material statutory dues, as applicable,
Accordingly, the provisions of clause 3(ii) of the with the appropriate authorities. Further, no
Order are not applicable. undisputed amounts payable in respect thereof
were outstanding at the year-end for a period
(iii) The Company has not granted any loan, secured
of more than six months from the date they
or unsecured to companies, firms, Limited Liability
become payable.
Partnerships (LLPs) or other parties covered in the
register maintained under Section 189 of the Act. (b) The dues outstanding in respect of income-tax,
Accordingly, the provisions of clauses 3(iii)(a), 3(iii) sales-tax and value added tax on account of any
(b) and 3(iii)(c) of the Order are not applicable. dispute, are as follows:
Statement of Disputed Dues
Name of the Nature of dues Amount Amount Period to Forum where Remarks,
statute (` in paid under which the dispute is if any
Lakhs) Protest amount pending
(` in Lakhs) relates
The Maharashtra VAT liability 895 91 F.Y. 2006-07, Joint Commissioner
Value Added Tax including Interest F.Y. 2009-10, of Sales Tax
Act, 2002 F.Y. 2012-13, (Appeals), Mumbai
F.Y. 2013-14
The Maharashtra VAT liability 24 1 F.Y. 2015-16 Deputy
Value Added Tax including Interest Commissioner of
Act, 2002 Sales Tax, Mumbai
The Central Sales Tax CST liability 22 4 F.Y. 2009-10, Joint Commissioner
Act, 1956 including Interest F.Y. 2012-13, of Sales Tax
F.Y. 2013-14 (Appeals), Mumbai
Income Tax Act, Income tax and 445 - F.Y. 2012-13, CIT (A)
1961 Interest F.Y. 2013-14

Income Tax Act, Income tax and 84 - F.Y. 2014-15, Assessing Officer
1961 Interest F.Y. 2017-18

208 Mastek Limited | Annual Report 2020-21

Annexure A

(viii) The Company has not defaulted in repayment of of Act, where applicable, and the requisite details
loans or borrowings to any bank during the year. have been disclosed in the financial statements, as
The Company did not have any borrowings from required by the applicable Ind AS.
financial institutions, government or outstanding
(xiv) During the year, the company has not made any
debentures during the year.
preferential allotment or private placement of
(ix) The Company did not raise moneys by way of shares or fully or partly convertible debentures.
initial public offer or further public offer (including Accordingly, provisions of clause 3(xiv) of the Order
debt instruments) and did not have any term are not applicable.
loans outstanding during the year. Accordingly,
(xv) In our opinion, the company has not entered into
the provisions of clause 3(ix) of the Order are not
any non-cash transactions with the directors or
applicable.
persons connected with them covered under Section
(x) No fraud by the Company or on the company by its 192 of the Act.
officers or employees has been noticed or reported
(xvi) The company is not required to be registered under
during the period covered by our audit.
Section 45-IA of the Reserve Bank of India Act, 1934.
(xi) Managerial remuneration has been paid (and)/
For Walker Chandiok & Co LLP
provided by the company in accordance with the
Chartered Accountants
requisite approvals mandated by the provisions of
Firm’s Registration No.: 001076N/N500013
Section 197 of the Act read with Schedule V to the
Act.
Adi P. Sethna
(xii) In our opinion, the Company is not a Nidhi Company. Partner
Accordingly, provisions of clause 3(xii) of the Order Membership No.: 108840
are not applicable. UDIN: 21108840AAAABX6415
(xiii)
In our opinion all transactions with the related Place: Mumbai
parties are in compliance with Sections 177 and 188 Date: 28 April 2021

209
Annexure B
Independent Auditor’s Report on the internal financial controls with reference to the standalone financial
statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the standalone 4. Our audit involves performing procedures to obtain
financial statements of Mastek Limited (‘the audit evidence about the adequacy of the internal
Company’) as at and for the year ended 31 March financial controls with reference to financial
2021, we have audited the internal financial controls statements and their operating effectiveness. Our
with reference to financial statements of the audit of internal financial controls with reference
Company as at that date. to financial statements includes obtaining an
understanding of such internal financial controls,
Responsibilities of Management and Those assessing the risk that a material weakness exists,
Charged with Governance for Internal Financial and testing and evaluating the design and operating
Controls effectiveness of internal control based on the
2. The Company’s Board of Directors is responsible assessed risk. The procedures selected depend on
for establishing and maintaining internal financial the auditor’s judgement, including the assessment
controls based on the internal financial controls with of the risks of material misstatement of the financial
reference to financial statements criteria established statements, whether due to fraud or error.
by the Company considering the essential
components of internal control stated in the 5. We believe that the audit evidence we have obtained
Guidance Note on Audit of Internal Financial Controls is sufficient and appropriate to provide a basis for our
over Financial Reporting issued by the Institute of audit opinion on the Company’s internal financial
Chartered Accountants of India (“ICAI”). These controls with reference to financial statements.
responsibilities include the design, implementation
Meaning of Internal Financial Controls with
and maintenance of adequate internal financial
Reference to Standalone Financial Statements
controls that were operating effectively for ensuring
the orderly and efficient conduct of the Company’s 6. A company’s internal financial controls with reference
business, including adherence to the Company’s to financial statements is a process designed to
policies, the safeguarding of its assets, the prevention provide reasonable assurance regarding the reliability
and detection of frauds and errors, the accuracy and of financial reporting and the preparation of financial
completeness of the accounting records, and the statements for external purposes in accordance
timely preparation of reliable financial information, with generally accepted accounting principles. A
as required under the Act. company’s internal financial controls with reference
to financial statements include those policies and
Auditor’s Responsibility for the Audit of the procedures that (1) pertain to the maintenance of
Internal Financial Controls with Reference to records that, in reasonable detail, accurately and fairly
Standalone Financial Statements reflect the transactions and dispositions of the assets
3. Our responsibility is to express an opinion on the of the company; (2) provide reasonable assurance
Company’s internal financial controls with reference that transactions are recorded as necessary to permit
to financial statements based on our audit. We preparation of financial statements in accordance
conducted our audit in accordance with the Standards with generally accepted accounting principles, and
on Auditing issued by the Institute of Chartered that receipts and expenditures of the company are
Accountants of India (‘ICAI’) prescribed under being made only in accordance with authorisations of
Section 143(10) of the Act, to the extent applicable management and directors of the company; and (3)
to an audit of internal financial controls with provide reasonable assurance regarding prevention
reference to financial statements, and the Guidance or timely detection of unauthorised acquisition, use,
Note on Audit of Internal Financial Controls Over or disposition of the company’s assets that could
Financial Reporting (‘the Guidance Note’) issued by have a material effect on the financial statements.
the ICAI. Those Standards and the Guidance Note
Inherent Limitations of Internal Financial
require that we comply with ethical requirements
Controls with Reference to Standalone
and plan and perform the audit to obtain reasonable
Financial Statements
assurance about whether adequate internal financial
controls with reference to financial statements were 7. Because of the inherent limitations of internal
established and maintained and if such controls financial controls with reference to financial
operated effectively in all material respects. statements, including the possibility of collusion or

210 Mastek Limited | Annual Report 2020-21

Annexure B

improper management override of controls, material controls with reference to financial statements
misstatements due to error or fraud may occur and criteria established by the Company considering the
not be detected. Also, projections of any evaluation essential components of internal control stated in the
of the internal financial controls with reference to Guidance Note issued by the Institute of Chartered
financial statements to future periods are subject Accountants of India.
to the risk that the internal financial controls with
reference to financial statements may become For Walker Chandiok & Co LLP
inadequate because of changes in conditions, or Chartered Accountants
that the degree of compliance with the policies or Firm’s Registration No.: 001076N/N500013
procedures may deteriorate.
Adi P. Sethna
Opinion Partner
8. In our opinion, the Company has, in all material Membership No.: 108840
respects, adequate internal financial controls with UDIN: 21108840AAAABX6415
reference to standalone financial statements and Place: Mumbai
such controls were operating effectively as at Date: 28 April 2021
31 March 2021, based on the internal financial

211
Standalone Balance Sheet
as at March 31, 2021
(` in lakhs)

Note As at As at
March 31, 2021 March 31, 2020
ASSETS
Non-current assets
Property plant and equipment, net 3(a)(i) 2,828 3,184
Capital work-in-progress 154 167
Right-of-use assets 3(b) 82 134
Investment Property 3(c) 450 485
Intangible assets, net 3(a)(ii) 200 200
Investment in subsidiaries 3(d) 1,403 1,403
Financial assets
Investments 4(a) 4,119 3,844
Loans 4(b) 106 88
Other financial assets 4(c) 319 772
Deferred tax assets, net 24 2,899 2,816
Current tax assets, net 85 1,269
Other non-current assets 5 116 105
Total non-current assets 12,761 14,467
Current assets
Financial assets
Investments 6(a) 15,865 12,190
Trade receivables 6(b) 4,476 2,561
Cash and Cash equivalents 6(c) 2,393 2,018
Bank balances, other than cash and cash equivalents 6(c) 51 64
Loans 6(d) 17 13
Other financial assets 6(e) 832 1,333
Other current assets 7 1,575 980
Total current assets 25,209 19,159
Total Assets 37,970 33,626
EQUITY AND LIABILITIES
EQUITY
Equity share capital 8 1,262 1,214
Other equity 9 27,292 25,698
Total Equity 28,554 26,912
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 10(a) 80 113
Other financial liabilities 10(b) 920 987
Provisions 11 648 364
Total non-current liabilities 1,648 1,464
Current liabilities
Financial liabilities
Trade payables 33
Dues of micro and small enterprises 27 1
Dues of creditors other than micro and small enterprises 107 111
Other financial liabilities 12 5,669 3,746
Other current liabilities 13 1,046 555
Provisions 14 919 837
Total current liabilities 7,768 5,250
Total Liabilities 9,416 6,714
Total Equity and Liabilities 37,970 33,626
See accompanying notes to the Standalone financial statements
This is the Balance Sheet referred to in our report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President - Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021

212 Mastek Limited | Annual Report 2020-21

Standalone Statement of Profit and Loss
for the year ended March 31, 2021
(` in lakhs)

Note Year ended Year ended

March 31, 2021 March 31, 2020
INCOME
Revenue from operations 15 18,714 16,344
Other income 16 3,487 4,886
Total Income(1) 22,201 21,230

EXPENSES
Employee benefits expenses 17 14,120 12,364
Finance costs 18 58 45
Depreciation and amortisation expenses 19 1,079 1,113
Other expenses 20 2,848 3,642
Total Expenses (2) 18,105 17,164
Profit before exceptional items and tax (3) = (1)-(2) 4,096 4,066
Exceptional items - loss (4) 700 683
Profit before tax (5) = (3)-(4) 3,396 3,383
Tax expense / (credit)
Current tax 24 1,040 869
Deferred tax (20) (231)
Income tax relating to earlier years 24.1 730 -
Total tax expense (6) 1,750 638
Profit after tax for the year (7) = (6)-(5) 1,646 2,745
Other comprehensive income (OCI)
Items that will not be reclassified subsequently to the statement of
profit and loss:
Defined benefit plan actuarial (losses) / gains (27) 8
Income tax relating to items that will not be reclassified to profit and 8 (3)
loss - credit / (expense)
Items that will be reclassified subsequently to the statement of
profit and loss:
Net change in fair value of forward contracts designated as cash flow (635) (111)
hedges-(loss)
Net change in fair value of financial instruments-gain 221 319
Income tax relating to items that will be reclassified to profit and loss - 120 (61)
credit / (expense)
Total other comprehensive (loss)/ income for the year (8) (313) 152
Total comprehensive income for the year (7)+(8) 1,333 2,897

Earnings per share 22

(Equity shares of face value ` 5/- each)
Basic 6.67 11.40
Diluted 6.44 10.82
See accompanying notes to the Standalone financial statements
This is the Statement of Profit and Loss referred to in our report
of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President - Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021
213
Standalone Statement of Cash Flow
for the year ended March 31, 2021
(` in lakhs)

Year ended Year ended

March 31, 2021 March 31, 2020
Cash flows from operating activities
Profit for the year 1,646 2,745
Adjustments for :
Interest income (434) (300)
Guarantee Commission (285) (104)
Employee stock compensation expenses 312 370
Finance costs 58 37
Depreciation and amortisation 1,079 1,113
Provision/ (Reversal) for doubtful debts including Bad debts written off, 60 191
net
Provision made for cost overrun on contracts, net - 45
Tax Expense 1,750 638
Exceptional item (Refer note 21) 700 683
Dividend from subsidiary (1,345) (3,142)
(Profit)/ Loss on sale of property, plant and equipment, net (17) 19
Profit on sale of current investments & gain on fair valuation of (658) (616)
investments
Rental income including maintenance charges (463) (300)
Operating profit before working capital changes 2,403 1,379
(Increase) / Decrease in trade receivables (1,975) 181
Decrease / (Increase) in loans and advances and other assets 722 (370)
Increase in trade payables, other liabilities and provisions 1,648 1,287
Cash generated from operating activities before taxes 2,798 2,477
Income taxes paid, net of refunds (522) (899)
Net cash generated from operating activities 2,276 1,578
Cash flows from investing activities
Proceeds from sale of property, plant & equipment 17 18
Purchase of property, plant & equipment and software (597) (576)
Interest received 216 192
Dividend from subsidiary 1,345 3,142
Rental income including maintenance charges 442 238
Guarantee Commission received 397 164
Purchase of current investments (10,281) (11,649)
Proceeds from sale of current investments 7,206 10,738
Net cash (used in)/ generated from investing activities (1,255) 2,267
Cash flows from financing activities
Proceeds from issue of shares under the employee stock option schemes 845 213
Proceeds and repayment of borrowings, net (26) (10)
Dividends paid including dividend distribution tax and unclaimed (1,362) (3,148)
dividends
Payment of lease liabilities (45) (38)
Interest paid on finance lease and other finance charges (58) (16)
Net cash (used in) financing activities (646) (2,999)
Net increase in cash and cash equivalents during the year 375 846
Cash and cash equivalents at the beginning of the year 2,018 1,172
Cash and cash equivalents at the end of the year 2,393 2,018

The above Statement of Cash Flow has been prepared under the ‘Indirect Method’ as set out in the Ind AS - 7 on Statement of Cash Flow
This is the Statement of Cash Flow referred to in our report
of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President - Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021
214 Mastek Limited | Annual Report 2020-21
Statement of Changes in Equity
for the year ended March 31, 2021
(` in lakhs)

A. Equity share capital (Refer note 8)

Balance as at April 1, 2019 1,199
Add: Shares issued on exercise of stock options and restricted shares 15
Balance as at March 31, 2020 1,214
Balance as at April 1, 2020 1,214
Add: Shares issued on exercise of stock options and restricted shares 48
Balance as at March 31, 2021 1,262

B. Other equity (Refer note 9)

Particulars Reserve & Surplus Other Comprehensive Income Total
(OCI) other
Capital Securities Share Retained Employee Fair Fair value equity
redemp- premium options earnings benefit value of changes
tion outstanding expenses of cash in other
reserve account flow financial
hedge instruments
Balance as at April 1, 2019 1,539 2,255 1,542 18,386 260 257 556 24,795
Issue of share capital on exercise of - 193 - - - - - 193
employee share option
Employee share-based compensation - - 991 - - - - 991
Transferred to securities premium - 268 (268) - - - - -
Profit for the year - - - 2,745 - - - 2,745
Cash dividends and tax thereon - - - (3,148) - - - (3,148)
ESOP Adjustments * - - (42) 12 - - - (30)
Other comprehensive income (net - - - - 5 (79) 226 152
of taxes)
Balance as at March 31, 2020 1,539 2,716 2,223 17,995 265 178 782 25,698
Balance as at April 1, 2020 1,539 2,716 2,223 17,995 265 178 782 25,698
Issue of share capital on exercise of - 788 - - - - - 788
employee share option
Employee share-based compensation - - 847 - - - - 847
Transferred to securities premium - 1,284 (1,284) - - - - -
Profit for the year - - - 1,646 - - - 1,646
Cash dividends and tax thereon - - - (1,362) - - - (1,362)
ESOP Adjustments * - - (23) 10 - - - (13)
Other comprehensive income (net - - - - (19) (451) 157 (313)
of taxes)
Balance as at March 31, 2021 1,539 4,788 1,763 18,289 246 (273) 939 27,292
*ESOP adjustment reflects lapse of vested stock options during the year.

See accompanying notes to the Standalone financial statements

This is the Statement of Changes in Equity referred to in our report
of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President - Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021
215
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

1 Company overview
Mastek Limited (the ‘Company’) is a public limited company domiciled in India and is listed on the Bombay Stock
Exchange (BSE) and National Stock Exchange (NSE). The Company is a provider of vertically-focused enterprise
technology solutions.

The portfolio of the Company’s offerings includes business and technology services comprising of Application
Development, Application Maintenance, Business Intelligence and Data Warehousing, Testing & Assurance and Legacy
Modernisation. The Company carries out its operations in India and has its software development centres in India at
Mumbai, Pune, Chennai and Mahape.

2 Basis of Preparation and Presentation

a. Statement of Compliance
These financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under
the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment
Rules, 2016, as applicable.

These standalone financial statements of the Company(financial statements) as at and for the year ended March 31,
2021 were approved and authorized by the Company’s board of directors on April 28, 2021.

All amounts included in the financial statements are reported in Indian rupees (in lakhs) except share and per share
data, unless otherwise stated and “0” denotes amounts less than one lakh rupees.

b. Basis of Preparation
The financial statements have been prepared on a historical cost convention and on an accrual basis, except for the
following material items that have been measured at fair value as required by relevant Ind AS:

i. Derivative financial instruments;

ii. Certain financial assets and liabilities measured at fair value;

iii. Share based payment transactions and

iv. Defined benefit and other long-term employee benefits

All the assets and liabilities have been classified as current and non-current as per the company’s normal operating
cycle which does not exceed 12 months.

c. Use of estimate and judgement

The preparation of standalone financial statements in conformity with Ind AS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts
of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected. In particular, information about significant areas of
estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on
the amounts recognised in the standalone financial statements is included in the following notes:

(i) Revenue recognition: The Company applies the percentage of completion method in accounting for its fixed
price contracts. Use of the percentage of completion method requires the Company to estimate the efforts or
costs expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended
have been used to measure progress towards completion as there is a direct relationship between input and
productivity. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which
such losses become probable based on the expected contract estimates at the reporting date.

(ii) 
Income taxes: Significant judgments are involved in determining the provision for income taxes, including
judgement on whether tax provisions are probable of being sustained in tax assessments. A tax assessment can
involve complex issues, which can only be resolved over extended time periods.
216 Mastek Limited | Annual Report 2020-21
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

(iii) Defined benefit plans and compensated absences: The cost of the defined benefit plans, compensated absences
and the present value of the defined benefit obligations are based on actuarial valuation using the projected
unit credit method. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.

(iv) Property, plant and equipment: Property, plant and equipment represents a significant proportion of the asset
base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of
an assets expected useful life and the expected residual value at the end of its life. The useful lives and residual
values of the Company’s assets are determined by the management at the time the asset is acquired and reviewed
periodically, including at each financial year end. The lives are based on historical experience with similar assets
as well as anticipation of future events, which may impact their life, such as changes in technology.

(v) Expected credit losses on financial assets: On application of Ind AS 109, the impairment provisions of financial
assets are based on assumptions about risk of default and expected timing of collection. The Company uses
judgments in making these assumptions and selecting the inputs to the impairment calculation, based on the
Company’s past history of collections, customer’s credit-worthiness, existing market conditions as well as forward
looking estimates at the end of each reporting period.

(vi) Deferred taxes: Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities
and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date.
The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable profits during
the periods in which those temporary differences and tax loss carry forwards become deductible. The Company
considers the expected reversal of deferred tax liabilities and projected future taxable income in making this
assessment. The amount of the deferred tax assets considered realisable, however, could be reduced in the near
term if estimates of future taxable income during the carry forward period are reduced.

(vii) Provisions: Provision is recognised when the Company has a present obligation as a result of past event and it
is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable
estimate can be made. Provisions (excluding retirement obligation and compensated expenses) are not discounted
to its present value and are determined based on best estimate required to settle obligation at the balance sheet
date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates.

(viii) Share-based payments: At the Grant date, fair value of options granted to employees is recognised as employee
expense, with corresponding increase in equity, over the period that the employee become unconditionally
entitled to the option. The increase in equity recognised in connection with share based payment transaction is
presented as a separate component in equity under share option outstanding account. The amount recognised
as expense is adjusted to reflect the impact of the revision in estimates based on number of options that are
expected to vest, in the statement of profit and loss with a corresponding adjustment to equity.

(ix) Leases: Determining the lease term of contracts with renewal and termination options – Company as lessee Ind
AS 116 requires the lessee to determine the lease term as the non-cancellable term of the lease, together with
any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company has several lease contracts that include extension and termination options. The Company applies
judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or
terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise
either the renewal or termination. After the commencement date, the Company reassesses the lease term if
there is a significant event or change in circumstances that is within its control and affects its ability to exercise
or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements
or significant customisation to the leased asset).

217
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

When it is reasonably certain to exercise extension option and not to exercise termination option, the Company
includes such extended term and ignore termination option in determination of lease term.

The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The Company has taken indicative rates from its bankers and
used them for Ind AS 116 calculation purposes.

(x) Estimation uncertainties relating to the Pandemic - COVID -19: The Company has considered the possible effects
that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables, unbilled revenues
and investment in subsidiaries. The Company also assess the effectiveness of hedge transactions and believes
that probability of occurrence of the forecasted transaction is not impacted by the pandemic. In developing
the assumptions relating to the possible future uncertainties in the global economic conditions because of this
pandemic, the Company, as at the date of approval of these financial statements has used internal and external
sources of information including credit reports, related information and economic forecasts. The Company has
performed sensitivity analysis on the assumptions used and based on current estimates expects that the carrying
amount of these assets will be recovered. The impact of COVID-19 on the Company’s financial statements may
differ from that estimated as at the date of approval of these financial statements and the Company will continue
to closely monitor any material changes to future economic conditions.

d. Summary of Significant accounting policies

(i) Functional and Presentation Currency
Items included in the financial statements of the Company are measured using the currency of the primary
economic environment in which the entity operates (i.e. the functional currency). The financial statements are
presented in Indian Rupee, the national currency of India, which is the functional currency of the Company.

(ii) Foreign currency transactions and balances

Foreign currency transactions of the Company and of its integral foreign branch are accounted at the exchange
rates prevailing on the date of the transaction. Monetary assets and liabilities are translated at each reporting
date based on the rate prevailing on such date. Gains and losses resulting from the settlement of foreign currency
monetary items and from the translation of monetary assets and liabilities denominated in foreign currencies are
recognised in the Statement of Profit and Loss. Non-monetary assets and liabilities are continued to be carried at
rates of initial recognition.

(iii) Financial instruments

A. Initial Recognition and Measurement
The Company recognises financial assets and liabilities when it becomes a party to the contractual provisions
of the instrument. All financial assets and liabilities are recognised at fair value on initial recognition, except
for trade receivables which are initially measured at transaction price. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and liabilities that are not measured at fair value
through profit or loss are added to the fair value on initial recognition. Regular purchase and sale of financial
assets are recognised on the trade date.

B. Subsequent Measurement
1. Non-Derivative Financial Instruments
a. Financial Assets Carried at Amortised Cost

A financial asset is subsequently measured at amortised cost if it is held within a business model
whose objective is to hold the asset in order to collect contractual cash flows and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

b. Financial Assets at Fair Value Through Other Comprehensive Income (FVOCI)

A financial asset is subsequently measured at fair value through other comprehensive income
if it is held within a business model whose objective is achieved by both collecting contractual

218 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

cash flows and selling financial assets and the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.

The Company has made an irrevocable election to present subsequent change in the fair value of
certain mutual funds in Other Comprehensive Income.
c. Financial Assets at Fair Value Through Profit or Loss (FVTPL)
 A financial asset which is not classified in any of the above categories are subsequently fair valued
through profit or loss.
d. Financial liabilities
Financial liabilities are subsequently carried at amortised cost using the effective interest method.
For trade and other payables maturing within one year from the Balance Sheet date, the carrying
amounts approximate fair value due to the short maturity of these instruments.
e. Derivative Instruments
The Company holds derivative financial instruments such as foreign exchange forward contracts
to mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty
for these contracts is generally a bank. These derivative instruments are designated as cash flow
hedges.

The Hedge accounting is discontinued when the hedging instrument are expired or sold, terminated
or no longer qualifies for hedge accounting. The cumulative gain/loss on the hedging instruments
recognised in hedging reserve, till the period hedge was effective, remains in cash flow hedging
reserve until the forecasted transaction occurs. The cumulative gain/loss previously recognised
in the cash flow hedging reserve is transferred to profit and loss upon the occurrence of related
forecasted transactions.

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are
recognised 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 recognised in the statement of profit and loss.

C. Derecognition of Financial Instruments

The Company derecognises a financial asset when the contractual right to receive the cash flows from the
financial asset expire or it transfers the financial asset.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

Offsetting of financial instruments: Financial assets and financial liabilities are offset and the net amount is
reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

(iv) Property, Plant and Equipment (PPE)

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any. Costs
directly attributable to acquisition are capitalised until the property, plant and equipment are ready for use, as
intended by management.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition of the asset is included in the Statement of Profit or Loss when the asset is derecognised.

219
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

The Company depreciates property, plant and equipment over their estimated useful lives using the straight-line
method. The estimated useful lives of assets are as follows:

Category Useful Life

Building 25 - 30 years
Computers 2 - 4 years
Plant and equipment 2 - 5 years
Furniture and fixtures 5 years
Office equipment 5 years
Vehicles 4 - 5 years
Leasehold improvement 5 years or the primary period of lease whichever is less
Leasehold land Lease Term ranging from 95-99 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation on
addition/disposals is calculated pro-rata from the date of such additions/disposals.

(v) Intangible assets

Intangibles assets are stated at cost less accumulated amortisation and impairment, if any. Intangible assets are
amortised over their respective estimated useful lives on a straight line method. The estimated useful life reflects
the manner in which the economic benefit is expected to be generated from that individual intangible asset.

The estimated useful life of amortisable intangibles are reviewed and where appropriate are adjusted, annually.

The estimated useful lives of the amortisable intangible assets for the current and comparative periods are as
follows:

Category Useful Life

Computer Software 1 - 5 years

(vi) Leases
The Company has applied Ind AS 116 with effect from April 1, 2019 using the modified retrospective approach
and therefore the comparative information was not restated and continued to be reported under Ind AS 17.

As a lessee:
The Company applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use
assets representing the right to use the underlying assets.

i. Right of Use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease
payments made at or before the commencement date less any lease incentives received. Right-of-use assets
are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of
the assets.

ii. Lease liabilities

At the commencement date of the lease, the Company recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments and
amounts expected to be paid under residual value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for
terminating the lease, if the lease term reflects the Company exercising the option to terminate the lease.

220 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period
in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable. After
the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if
there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future
payments resulting from a change in an index or rate used to determine such lease payments) or a change
in the assessment of an option to purchase the underlying asset.

iii) Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases of machinery and
equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and
do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to
leases of laptops, lease-lines and office furniture and equipment that are considered to be low value. Lease
payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line
basis over the lease term.

As a lessor:
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the
lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent
rents are recognised as revenue in the period in which they are earned.

(vii) Impairment of Assets

a. Non Financial Assets
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or
changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of
impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value
in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are
largely independent of those from other assets. In such cases, the recoverable amount is determined for the
Cash Generating Unit to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognised in the Statement of Profit and
Loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable
amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been
a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is
increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount
that would have been determined (net of any accumulated amortisation or depreciation) had no impairment
loss been recognised for the asset in prior years.

b. Financial instrument
The Company recognise loss allowances using the expected credit loss (ECL) model for financial assets. Loss
allowances for trade receivables with no significant financing component is measured at an amount equal
to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the
12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit
risk on the financial asset has increased significantly since initial recognition.

221
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

(viii) Employee benefits

A. Long Term employee benefits
(a) 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 and superannuation fund in India which are
administered through Government of India and/or Life Insurance Corporation of India (LIC). Under the
defined contribution plans, the Company has no further obligation beyond making the contributions.
Such contributions are charged to the Statement of Profit and Loss as incurred.
(b) Defined Benefit Plan
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/asset for defined benefit plans is recognised on the basis of actuarial
valuations, as at the Balance Sheet date, carried out by an independent actuary which is the net of the
present value of defined obligation and the fair value of plan assets. The actuarial valuation method
used by independent actuary for measuring the liability is the projected unit credit method.

Actuarial gains or losses are recognised in other comprehensive income.   Further, the profit or loss
does not include an expected return on plan assets. Instead net interest recognised in profit or loss
is calculated by applying the discount rate used to measure the defined benefit obligation to the
net defined benefit liability or asset. The discount rate used is with reference to the market yields
on government bonds for a term approximating with the term of the related obligation.The actual
return on the plan assets above or below the discount rate is recognised as part of re-measurement
of net defined liability or asset through other comprehensive income. Remeasurements comprising of
actuarial gains or losses and return on plan assets (excluding amounts included in net interest on the
net defined benefit liability) are not reclassified to profit or loss in subsequent periods.

(c) Other long-term employee benefits

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. Employees are entitled to accumulate leave balance up
to the upper limit as per the Company’s policies which can be carried forward perpetually. Leave
encashment for employees gets triggered on an annual basis, if the accumulated leave balance
exceeds the upper limit of leave. Further, 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. Liability for such benefits is provided on the basis of actuarial valuations,
as at the Balance Sheet date, carried out by an independent actuary using the projected unit credit
method.

B) Short-term employee benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the services
rendered by employees is recognised in the year during which the employee rendered the services. These
benefits comprise compensated absences such as paid annual leave and performance incentives.

C) Termination benefits

Termination benefits, including those in the nature of voluntary retirement benefits or those arising from
restructuring, are recognised in the Statement of Profit and Loss when the Company has a present obligation
as a result of past event, when a reliable estimate can be made of the amount of the obligation and
it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligations.

(ix) Share based payments

The Company determines the compensation cost based on the fair value method in accordance with Ind AS 102
Share Based Payment. The Company grants options to its employees which will be vested in a graded manner

222 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

and are to be exercised within a specified period. The compensation cost is amortised on a graded basis over the
vesting period. The share based compensation expense is determined based on the Company’s estimate of equity
instrument that will eventually vest.

The amounts recognised in share options outstanding account are transferred to share capital and securities
premium upon exercise of stock options by employees. Where employee stock options lapse after vesting, an
amount equivalent to the cumulative cost for the lapsed option is transferred from ‘Shares options outstanding
account’ to retained earnings.

(x) Provisions & Contingent Liabilities

Provisions are recognised when the Company has a present obligation as a result of past events, for which it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate of the amount can be made. A disclosure for a contingent liability is made where there
is a possible obligation that arises from past events and 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 the past events where it is either not probable that an outflow
of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
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 recognised as a
separate asset, only when such reimbursement is virtually certain.

(xi) Revenue recognition

The Company derives revenue primarily from Information Technology services which includes IT Outsourcing
services, support and maintenance services. The Company recognises revenue over time, over the period of the
contract, on transfer of control of deliverables (solutions and services) to its customers in an amount reflecting
the consideration to which the Company expects to be entitled. To recognise revenues, Company applies the
following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in
the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations
in the contract, and (5) recognise revenues when a performance obligation is satisfied.

Company accounts for a contract when it has approval and commitment from all parties, the rights of the
parties are identified, payment terms are identified, the contract has commercial substance and collectability of
consideration is probable.

Fixed Price contracts related to Application development, consulting and other services are single performance
obligation or a stand-ready performance obligation, which in either case is comprised of a series of distinct
services that are substantially the same and have the same pattern of transfer to the customer (i.e. distinct days
or months of service). Revenue is recognised in accordance with the methods prescribed for measuring progress
i.e. percentage of completion method. Percentage of completion is determined based on project costs incurred
to date as a percentage of total estimated project costs required to complete the project. The cost expended (or
input) method has been used to measure progress towards completion as there is a direct relationship between
input and productivity. The estimates are evaluated at every reporting period and that the revision on account
of changes in estimates are recognised prospectively in the period in which the changes are affected. Revenues
relating to time and material contracts are recognised as the related services are rendered.

Multiple element arrangements-

In contracts with multiple performance obligations, Company accounts for individual performance obligations
separately if they are distinct and allocate the transaction price to each performance obligation based on its
relative standalone selling price out of total consideration of the contract. Standalone selling price is determined
utilizing observable prices to the extent available. If the standalone selling price for a performance obligation is
not directly observable, Company uses expected cost plus margin approach.

IT support and maintenance-

Contracts related to maintenance and support services are either fixed price or time and material. In these

223
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

contracts, the performance obligations are satisfied, and revenues are recognised, over time as the services are
provided. Revenue from maintenance contracts is recognised rateably over the period of the contract because the
Company transfers the control evenly by providing standard services.

The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new
performance obligations that are satisfied over the term with the revenues recognised rateably over the term.

Contracts may include incentives, service penalties and rewards. The Company includes an estimate of the
amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative
revenue recognised will not occur when the uncertainty associated with the variable consideration is resolved.

Any modification or change in existing performance obligations is assessed whether the services are added to
the existing contracts or not. The distinct services are accounted for as a new contract and services which are not
distinct are accounted for on a cumulative catch-up basis.

Trade Receivable, net is primarily comprised of billed and unbilled receivables (i.e. only the passage of time is
required before payment is due) for which the company has an unconditional right to consideration, net of an
allowance for doubtful accounts. A contract asset is a right to consideration that is conditional upon factors other
than the passage of time. Contract assets are presented in Other current assets in the financial statements and
primarily relate to unbilled amounts on fixed-price contracts utilizing the cost to cost method i.e. percentage of
completion method (POCM) of revenue recognition. Contract liabilities consist of advance payments and billings
in excess of revenues recognised.

The difference between opening and closing balance of the contract assets and liabilities results from the timing
differences between the performances obligation and customer payments.

Cost to fulfil the contracts- Recurring operating costs for contracts with customers are recognised as incurred.
Revenue recognition excludes any government taxes but includes reimbursement of out of pocket expenses.

Provision of onerous contract are recognised when the expected benefits to be derived by the company from a
contract are lower than the unavoidable cost of meeting the future obligations under the contract. The provision
is measured at present value of the lower of the expected cost of terminating the contract and the expected net
cost of continuing with the contract.

The Company has evaluated the impact of COVID-19 resulting from (i) the possibility of constraints to render
services which may require revision of estimated costs to complete the contract because of additional efforts;
(ii) onerous obligations; (iii) penalties relating to breaches of service-level agreements, and (iv) termination or
deferment of contracts by customers. The Company has concluded that the impact of COVID-19 is not material
based on these estimates. Due to the nature of the pandemic, the Company will continue to monitor developments
to identify significant uncertainties relating to revenue in future periods.

(xii) Income Tax

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. Deferred tax is recognised on timing differences between
the accounting base and the taxable base for the year and quantified using the tax rates and tax laws enacted or
substantively enacted as on the Balance Sheet date.

Significant judgements are involved in determining the provision for income taxes including judgement on
whether tax position are probable of being sustained in tax assessments A tax assessment can involve complex
issues which can only be resolved over extended time periods The recognition of taxes which are subject to
certain legal or economic limits or uncertainties is assessed individually by management based on the specific
facts and circumstances. Though the Company has considered all theses issues in estimating it’s income taxes,
there could be an unfavourable resolution of such issues that may affect results of Company’s operations.

Deferred income tax asset is recognised using the balance sheet approach. Deferred income tax assets and

224 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets
and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from
the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and
affects neither accounting nor taxable profits or loss at the time of the transaction.

Deferred income tax asset (including asset for Minimum Alternative Tax (MAT) credit) is recognised to the extent
that it is probable that taxable profit will be available against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities are
recognised for all taxable temporary differences.

Current tax and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off the
recognised amount and there is an intention to settle the asset and liability on a net basis.

(xiii) Other Income

Other income comprises interest income on deposits, dividend income and gains / (losses) on disposal of
investments except investments fair value through OCI. Interest income is recognised using the effective interest
method. Dividend income is recognised when the right to receive payment is established.

(xiv) Finance/ Borrowing costs

Finance costs comprise interest cost on borrowings, gain or losses arising on re-measurement of financial assets
at FVTPL, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in fair value and
gains/ (losses) on settlement of related derivative instruments. Borrowing costs that are not directly attributable
to a qualifying asset are recognised in the statement of profit and loss using the effective interest method.

(xv) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
Shareholders of the Company by the weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity Shareholders of the Company and the weighted average number of shares outstanding during the period,
are adjusted for the effects of all dilutive potential equity shares.”

(xvi) Cash and cash equivalents

Cash and cash equivalents include cash in hand, demand deposits with banks and other short term highly liquid
investments with original maturities of three months or less.

(xvii) Investment Property

Property that is held either for long term rental yield or for capital appreciation or both, but not for sale in
ordinary course of the business, use in the production or supply of goods or services or for administrative
purposes is classified as investment property. Upon initial recognition, an investment property is measured at cost.
Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and
accumulated impairment, if any. Depreciation is provided in the same manner as property, plant and equipment.
Any gain or loss on disposal of an investment property is recognised in profit and loss.

(xviii) Investment in Subsidiaries

Investments in subsidiaries are recognised at cost as per Ind AS 27 – ‘Separate Financial Statements’. Except where
investments accounted for at cost shall be accounted for in accordance with Ind AS 105-‘ Non-current Assets
Held for Sale and Discontinued Operations’, when they are classified as held for sale. Provision for impairment in
carrying value is evaluated and recognised in a manner similar to impairment mentioned in (vii) above.

(xix) Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is
no such notification which would have been applicable from April 1, 2020.

225
226
3(a)(i) Property, plant and equipment
Gross Value (at cost) Depreciation / Amortisation Net Value
(` in lakhs)
As at Additions Deletions / As at As at For the Deletions / As at As at As at
April 1, adjustment March 31, April 1, year adjustment March 31, March 31, March 31,
2020 2021 2020 2021 2021 2020
a. Own assets :
Buildings * 3,601 - - 3,601 1,635 130 - 1,765 1,836 1,966
Computers 2,135 280 (382) 2,033 2,092 113 (382) 1,823 210 43
Plant and equipment 2,187 33 (66) 2,154 2,007 81 (66) 2,022 132 180
Furniture and fixtures 4,388 - (56) 4,332 4,082 157 (56) 4,183 149 306
for the year ended March 31, 2021

Vehicles 399 23 (27) 395 210 72 (27) 255 140 189

Mastek Limited | Annual Report 2020-21

Office equipment 1,684 8 (55) 1,637 1,270 137 (55) 1,352 285 414
Total ( A ) 14,394 344 (586) 14,152 11,296 690 (586) 11,400 2,752 3,098
b. Leased assets :
Leasehold land 386 - - 386 311 4 - 315 71 75
Leasehold improvements 328 - - 328 323 1 - 324 4 5
Vehicles 77 - (19) 58 71 5 (19) 57 1 6
Total ( B ) 791 - (19) 772 705 10 (19) 696 76 86
Total ( A + B ) 15,185 344 (605) 14,924 12,001 700 (605) 12,096 2,828 3,184
Significant accounting policies and Notes to accounts

3(a)(ii) Intangible assets

Gross Value (at cost) Depreciation / Amortisation Net Value
As at Additions Deletions / As at As at For the Deletions / As at As at As at
April 1, adjustment March 31, April 1, year adjustment March 31, March 31, March 31,
2020 2021 2020 2021 2021 2020
Computer software 3,377 307 (2,807) 877 3,177 307 (2,807) 677 200 200
Total 3,377 307 (2,807) 877 3,177 307 (2,807) 677 200 200

3(b) Right-of-use assets

Gross Value (at cost) Depreciation/ Amortisation Net Value
As at Additions Deletions / As at As at For the Deletions / As at As at As at
April 1, adjustment March 31, April 1, year adjustment March 31, March 31, March 31,
2020 2021 2020 2021 2021 2020
Building 164 - (22) 142 30 37 (7) 60 82 134
Total 164 - (22) 142 30 37 (7) 60 82 134
 3(a)(i) Property, plant and equipment
For previous year ended March 31, 2020
(` in lakhs)

Gross Value (at cost) Depreciation / Amortisation Net Value

As at Additions Deletions / As at As at For the Deletions / As at As at As at
April 1, adjustment March 31, April 1, year adjustment March 31, March 31, March 31,
2019 2020 2019 2020 2020 2019
a. Own assets :
Buildings *@ 4,737 - (1,136) 3,601 2,116 134 (615) 1,635 1,966 2,621
Computers 2,185 16 (66) 2,135 2,046 112 (66) 2,092 43 139
Plant and equipment 2,269 13 (95) 2,187 2,013 87 (93) 2,007 180 256
Furniture and fixtures 4,735 17 (364) 4,388 4,230 190 (338) 4,082 306 505
for the year ended March 31, 2021

Vehicles 409 38 (48) 399 173 78 (41) 210 189 236

Office equipment 1,820 107 (243) 1,684 1,373 138 (241) 1,270 414 447
Total ( A ) 16,155 191 (1,952) 14,394 11,951 739 (1,394) 11,296 3,098 4,204
b. Leased assets :
Leasehold land 386 - - 386 311 - - 311 75 75
Leasehold improvements 328 - - 328 322 1 - 323 5 6
Vehicles 88 - (11) 77 76 6 (11) 71 6 12
Total ( B ) 802 - (11) 791 709 7 (11) 705 86 93
Total ( A + B ) 16,957 191 (1,963) 15,185 12,660 746 (1,405) 12,001 3,184 4,297

3(a)(ii) Intangible assets

Gross Value (at cost) Depreciation / Amortisation Net Value
As at Additions Deletions / As at As at For the Deletions / As at As at As at
Significant accounting policies and Notes to accounts

April 1, adjustment March 31, April 1, year adjustment March 31, March 31, March 31,
2019 2020 2019 2020 2020 2019
Computer software 3,101 276 - 3,377 2,876 301 - 3,177 200 225
Total 3,101 276 - 3,377 2,876 301 - 3,177 200 225

3(b) Right-of-use assets

Gross Value (at cost) Depreciation / Amortisation Net Value
As at Additions Deletions / As at As at For the Deletions / As at As at As at
April 1, adjustment March 31, April 1, year adjustment March 31, March 31, March 31,
2019 2020 2019 2020 2020 2019
Building - 164 - 164 - 30 - 30 134 -
Total - 164 - 164 - 30 - 30 134 -

* For the year ended March 31, 2021 and year ended March 31, 2020, Buildings includes Chennai and Pune property mortgaged as security for loan availed by subsidiary.
@ During the year ended March 31, 2020, Pune property has been sublet, accordingly Gross Value of ` 1,134 lakhs and accumulated depreciation of ` 613 lakhs is disclosed under
investment property.

227
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Non-current assets
3(c). Investment property
As at As at
March 31, 2021 March 31, 2020
(A) Investment property (at cost less accumulated depreciation) *
Gross Value (at cost)
Opening 1,136 2
Additions - 1,134
Closing 1,136 1,136
Accumulated depreciation
Opening 651 2
Depreciation on transfer from property, plant and equipment - 613
Depreciation for the year 35 36
Closing 686 651
Net value 450 485
Aggregate amount of investment property
* Fair Value of the investment property as at March 31, 2021 is ` 4,603 lakhs (` 4,975 March 31, 2020).

* During the year ended March 31, 2020 the Pune property had been sublet, accordingly Gross block of ` 1,134 lakhs and accumulated
depreciation of ` 613 lakhs has been re-classified from property, plant and equipment.

(d). Investment in Subsidiaries at cost (unquoted)

As at As at
March 31, 2021 March 31, 2020
Mastek (UK) Limited
200,000 (March 31, 2020 - 200,000) equity shares of £ 1 each, fully paid up 216 216
Trans American Information Systems Private Limited
34,520 (March 31, 2020 - 34,520) equity shares of ` 10 each, fully paid up 1,187 1,187
1,403 1,403

228 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

4 Financial assets
a. Investments
As at As at
March 31, 2021 March 31, 2020
(A) Investment in share warrant at FVTPL (unquoted):
Investment in Cashless Technologies India Private Limited - -
Nil Share warrants (March 31, 2020- 8,000,000)
(B) Investment in mutual funds at FVOCI (unquoted):
Kotak Corporate Bond Fund - Standard Growth (Regular Plan) 504 468
(17,391 units, March 31, 2020 - 17,391 units)
ICICI Prudential Corporate Bond Fund - Growth 1,427 1,310
(6,291,134 units, March 31, 2020 - 6,291,134 units)
HDFC Short Term Debt Fund - Regular Plan - Growth 1,462 1,347
(5,949,282 units, March 31, 2020 - 5,949,282 units)
HDFC Ultra Short Term Fund - Regular Growth 16 15
( 133,410 units, March 31, 2020 - 133,410 units)
IDFC Low Duration Fund -Growth 601 568
(1,987,665 units, March 31, 2020 - 1,987,665 units)
4,010 3,708
(C) Investment in bonds at cost (unquoted):
9.21% Bond with Punjab National Bank - 50
10.90% Bond with Punjab & Sind Bank 56 56
8.5% - Bond with State Bank of India 53 -
109 106
(D) Investment in term deposit at cost (unquoted):
Term Deposit with Bank of India - 30
- 30
Aggregate amount of unquoted investments (A + B + C +D) 4,119 3,844

b. Loans
As at As at
March 31, 2021 March 31, 2020
Unsecured, Considered good
Security deposits 106 88
106 88

c. Other financial assets

As at As at
March 31, 2021 March 31, 2020
Advances to employees 3 4
Foreign exchange forward contract - 116
Guarantee commission receivable 316 652
319 772

229
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

5 Other non-current assets

As at As at
March 31, 2021 March 31, 2020
Capital advances - 8
Prepaid expenses 20 1
Other advances 96 96
116 105

Current assets
6 Financial assets
a. Investments
As at March 31, 2021 As at March 31, 2020
Units Amount Units Amount
(i) Investment in mutual funds
Investment in mutual funds at FVTPL (unquoted):
ICICI Prudential Liquid Fund - Regular - Growth - - 109,722 321
Kotak Liquid - Regular Plan - Growth 1,390 58 1,390 56
Axis Liquid Fund - Growth - - 1,358 30
HDFC Liquid Fund - Growth - - 995 39
UTI Money Market Fund IP -Growth 5,876 140 5,876 132
Aditya Birla Sun Life Liquid Fund - Regular - Growth - - 126,015 400
IDFC Cash Fund -Growth- Regular Plan - - 9,882 236
HDFC Money Market Fund-Growth 55,114 2,435 38,881 1,623
ICICI Prudential Money Market Fund - Regular Growth 379,689 1,113 143,812 399
Aditya Birla Sun Life Money Manager Fund-Regular 587,018 1,672 224,930 605
Kotak Money Market Scheme-Regular-Growth 61,587 2,135 55,783 1,841
Aditya Birla Sun Life Overnight Fund - Growth - - 10,754 116
Total (A) 7,553 5,798
Investment in mutual funds at FVOCI (unquoted):
Kotak Savings Fund-Growth 2,017,768 680 2,017,768 648
Aditya Birla Sun Life Floating Rate Fund - Long Term Plan - 122,776 326 122,776 305
Regular - Growth
Kotak Corporate Bond Fund Standard Growth (Regular Plan) 41,894 1,215 41,894 1,127
IDFC Corporate Bond Fund Regular Plan Growth 1,499,617 225 1,499,617 207
ICICI Prudential Savings Fund - - 459,480 1,780
HDFC Corporate Bond Fund - Regular Plan - Growth 1,859,914 464 - -
Kotak Bond Fund (Short Term ) Growth (Regular Plan) 1,981,675 810 - -
HDFC Ultra Short Term Fund - Regular Growth 1,720,936 204 - -
Total (B) 3,924 4,067
Total (A+B) 11,477 9,865
(ii) Investment in term deposit at cost (unquoted):
Term deposit with PNB Housing Finance Limited - 700
Term deposit with Ujjivan Small Finance Bank Limited - 250
Term deposit with Housing Development Finance 700 1,100
Corporation Limited
Term deposit with Standard Chartered Bank Limited 25 25
Term deposit with ICICI Bank Limited 599 -
Term deposit with ICICI Home Finance Co. Limited 636 -
Term deposit with LIC Housing Finance Limited 1,950 250
Term deposit with Bank of India 30 -
Term deposit with HDFC Bank Limited 398 -
Total (C) 4,338 2,325
(iii) Investment in bonds at amortised cost (unquoted) :
9.21% Bond with Punjab National Bank 50 -
Total (D) 50 -

230 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

As at March 31, 2021 As at March 31, 2020

Units Amount Units Amount
Aggregate amount of unquoted investments in mutual 11,477 9,865
funds (A + B)
Aggregate amount of unquoted investment in term 4,338 2,325
deposits (C)
Aggregate amount of unquoted Investment in bonds at 50 -
cost (D)
Grand Total 15,865 12,190

b. Trade receivables (Unsecured)

As at As at
March 31, 2021 March 31, 2020
Trade receivables, considered good 4,794 3,621
Trade receivables which have significant increase in Credit Risk - -
Trade receivables- Credit impaired - -
Less: Allowance for doubtful receivables (318) (1,060)
Total trade receivables 4,476 2,561
Current portion 4,476 2,561
Non-current portion - -
Break-up of security details
Unsecured, considered good 4,476 2,561
Doubtful 318 1,060
Total 4,794 3,621
Allowance for doubtful trade receivables (318) (1,060)
Total trade receivables 4,476 2,561

c. Cash and cash equivalents

As at As at
March 31, 2021 March 31, 2020
(i) Cash and cash equivalents
Cash on hand 1 1
Bank balances
In current accounts 2,392 2,017
2,393 2,018
(ii) Bank balances, other than cash and cash equivalents
Bank balances in unclaimed dividend account 51 64
51 64

d. Loans
As at As at
March 31, 2021 March 31, 2020
Unsecured, Considered good
Security deposits 17 13
17 13

231
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

e. Other financial assets

As at As at
March 31, 2021 March 31, 2020
Advances to employees 20 42
Interest accrued on fixed deposits 156 121
Deposit 2 2
Foreign exchange forward contract - 121
Guarantee Commission Receivable 251 345
Rent receivables 98 100
Other receivable from subsidiary, net 274 569
Other receivables 31 33
832 1,333

7 Other current assets

As at As at
March 31, 2021 March 31, 2020
Unbilled Revenue 263 227
Prepaid expenses 163 157
Input tax credit receivable 468 337
Advances to suppliers 392 39
Interest on Income tax refunds 175 110
Others 114 110
1,575 980

8 Equity share capital

As at As at
March 31, 2021 March 31, 2020
Authorised:
40,000,000 (March 31, 2020: 40,000,000) equity shares of ` 5/- each 2,000 2,000
2,000,000 (March 31, 2020: 2,000,000) preference shares of ` 100/- each 2,000 2,000
4,000 4,000
Issued, subscribed and fully paid up :
25,232,889 (March 31, 2020 :24,289,472) equity shares of ` 5/- each fully 1,262 1,214
paid
1,262 1,214

(a) Reconciliation of the number of equity shares outstanding at the beginning and end of the
year are as given below:
As at March 31, 2021 As at March 31, 2020
Particulars
No. of shares Amount No. of shares Amount
Equity Shares
Balance as at the beginning of the year 24,289,472 1,214 23,972,803 1,199
Add: On account of exercise of employee stock 943,417 48 316,669 15
option plans
Balance as at the end of the year 25,232,889 1,262 24,289,472 1,214

232 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

(b) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a face value of ` 5/- per share. Each shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders
at the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts,
in proportion to their shareholding.

(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the
Company
Name of the shareholder As at March 31, 2021 As at March 31, 2020
No. of shares % of holding No. of shares % of holding
Ashank Desai 3,329,552 13.2% 3,099,552 12.8%
Sudhakar Ram - 0.0% 1,588,680 6.5%
Girija Ram 1,753,280 6.9% - 0.0%
Ketan Mehta 2,274,100 9.0% 2,274,100 9.4%
Radhakrishnan Sundar 1,340,800 5.3% 1,340,800 5.5%

(d) Shares reserved for issue under options

As at As at
March 31, 2021 March 31, 2020
Number of shares to be issued under the Employee Stock Option Plans 1,147,212 1,975,692
(Refer note 31)

9 Other equity
As at As at
March 31, 2021 March 31, 2020
a) Capital redemption reserve 1,539 1,539
Non-distributable reserve into which amounts are transferred following
the redemption or purchase of a company’s own shares.
b) Securities premium 4,788 2,716
Amount received (on issue of shares) in excess of the face value has been
classified as securities premium.
c) Share options outstanding account 1,763 2,223
The share option outstanding account is used to record the value of
equity-settled share based payment transactions with employees.
The amounts recorded in this account are transferred to share capital
and securities premium upon exercise of stock options by employees.
In case of forfeiture, corresponding balance is transferred to retained
earnings.
d) Retained earnings 18,289 17,995
Retained earnings comprises of the prior year's undistributed earning
after taxes increased by undistributed profits for the year.
e) Other items of other comprehensive income 913 1,225
Other items of other comprehensive income consist of FVOCI financial
assets and financial liabilities and remeasurement of defined benefit
assets and liability.
27,292 25,698

233
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

9.1 Distributions made and proposed

The Board of Directors at its meeting held on October 30, 2020 had declared an interim dividend of 110% (` 5.5
per equity share of par value of ` 5 each). This has resulted in cash outflow of ` 1,362 Lakhs. Further, the Board of
Directors at its meeting held on April 28, 2021 had recommended a final dividend of 180% (` 9 per equity share of
par value of ` 5 each), which is subject to approval by the shareholders at their ensuing Annual General Meeting.

Non-current Liabilities
10 Financial liabilities
a. Borrowings
As at As at
March 31, 2021 March 31, 2020
Secured
Vehicle loans from bank [Refer note (i) below] 80 113
80 113

(i) Loans from bank are secured by hypothecation of assets (Vehicles) purchased there against.

Monthly payment of equated monthly instalments beginning from the month subsequent to taking the loan along
with interest at 7.80% - 9.35% per annum is payable till November 2025.

(ii) The Company has, during the year ended March 31, 2021, availed / renewed certain working capital facilities from
banks against which the security has been created on current assets specified by the bankers. However, no amounts
are outstanding against the same as at March 31, 2021.

b. Other financial liabilities

As at As at
March 31, 2021 March 31, 2020
Security and other deposits 154 127
Guarantee Liability payable 404 771
Foreign exchange forward contract 304 -
Lease liability (Refer note 32) 58 89
920 987

11 Provisions
As at As at
March 31, 2021 March 31, 2020
Provision for employee benefits
Provision for gratuity (Refer note 23) 648 364
648 364

234 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Current liabilities
Financial liabilities
12 Other financial liabilities
As at As at
March 31, 2021 March 31, 2020
Current maturities of vehicle loans from bank (Secured) (Refer note 10 (a)) 54 47
Unclaimed dividends (Refer note (a) below) 51 64
Security and other deposits 2 2
Lease liability (Refer note 32) 31 50
Other payables
Employee benefits payable 2,112 1,282
Accrued expenses 3,095 2,070
Foreign exchange forward contract 94 -
Guarantee Liability payable 230 231
5,669 3,746

Note:
(a) There is no amount due for payment to Investor Education and Protection Fund under Section 125 of the Companies
Act, 2013 as at March 31, 2021.

13 Other current liabilities

As at As at
March 31, 2021 March 31, 2020
Contract liabilities 398 103
Statutory dues (including stamp duty, provident fund and tax deducted 563 394
at source)
Deferred rent 40 47
Others 45 11
1,046 555

14 Provisions
As at As at
March 31, 2021 March 31, 2020
Provision for employee benefits
Provision for leave entitlement 664 517
Provision for cost overrun on contracts* 255 320
919 837

*Provision for cost overrun on contracts

Particulars March 31, 2021 March 31, 2020

Balance as at beginning of the year 320 275
Add: Provision made / (reversed) during the year (65) 45
Balance as at end of the year 255 320

235
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

15 Revenue from operations

For the For the
year ended year ended
March 31, 2021 March 31, 2020
Information technology services 18,714 16,344
18,714 16,344
The table below presents disaggregated revenues from contracts with customers by customer location for each of the
company’s business segments. Company believe this disaggregation best depicts how the nature, amount, timing and
uncertainty of revenues and cash flows are affected by industry, market and other economic factors.

Revenue by geography
For the For the
year ended year ended
March 31, 2021 March 31, 2020
UK & Europe operations 16,102 14,376
North America operations 1,066 598
Middle East 14 -
Others 1,532 1,370
18,714 16,344

Remaining performance obligation

As of March 31, 2021 the aggregate amount of transaction price allocated to remaining performance obligations, was
` 569 lakhs, of which approximately 85% is expected to be recognised as revenues within 4 years. (March 31, 2020
` 1,269 lakhs)

16 Other income
For the For the
year ended year ended
March 31, 2021 March 31, 2020
Interest income
- On fixed deposits 274 240
- On income tax refunds 65 -
- On others 6 4
- On guarantee given 89 60
Profit on sale of current investments 398 417
Gain on fair valuation of investments 259 199
Rental income 418 264
Profit on sale of property, plant and equipment 17 -
Net gain on foreign currency transactions and translation 218 127
Dividend income from Mastek UK Limited, subsidiary 1,345 3,142
Guarantee commission 244 104
Others 154 329
3,487 4,886

236 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

17 Employee benefits expenses

For the For the
year ended year ended
March 31, 2021 March 31, 2020
Salaries, wages and performance incentives 12,849 11,009
Gratuity (Refer Note 23) 259 235
Contribution to provident and other funds 475 457
Employee stock compensation expenses 312 370
Staff welfare expense 225 293
14,120 12,364

18 Finance costs
For the For the
year ended year ended
March 31, 2021 March 31, 2020
Interest on lease liabilities
Finance lease 13 16
Operating lease (Refer note 32) 12 13
Bank charges 21 9
Other finance charges 12 7
58 45

19 Depreciation and amortisation expenses

For the For the
year ended year ended
March 31, 2021 March 31, 2020
Property, plant and equipment 700 746
Right-of-use assets 37 30
Investment property 35 36
Intangible assets 307 301
1,079 1,113

20 Other expenses
For the For the
year ended year ended
March 31, 2021 March 31, 2020
Recruitment and training expenses 365 181
Travelling and conveyance 162 450
Communication charges 115 135
Electricity 116 200
Consultancy and sub-contracting charges 238 279
Audit fees (Refer note 36) 38 36
Rates and taxes 78 99
Repairs to buildings 223 337
Repairs : others 371 462
Insurance 113 83

237
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

For the For the

year ended year ended
March 31, 2021 March 31, 2020
Printing and stationery 2 14
Purchase of software license 137 366
Professional fees 558 418
Rent 51 42
Advertisement and publicity 24 87
Provision made/ (written back) against receivable, loans and advances doubtful 60 191
of recovery, net
Hire charges 15 71
Provision for cost overrun on contracts, net (Refer note 14) - 45
Expenditure towards corporate social responsibility (CSR) activities 179 113
(Refer note 39)
Loss on sale of property, plant and equipment - 19
Miscellaneous expenses 3 14
2,848 3,642

21 Exceptional items, net

For the For the
year ended year ended
March 31, 2021 March 31, 2020
a. Legal and professional cost - 32
b. Provision for doubtful debts - 651
c. Settlement provision relating to revenue contract 700 -
700 683
a. Legal and professional cost relates to a business combination consummated during the quarter ended March 2020.
(Refer note 37).

b. Represents trade receivables from a customer that was facing financial difficulty, as a result of which the total amount
outstanding as on March 31, 2020 was provided for.

c. Settlement provision relating to one revenue contracts ` 700 lakhs for the year ended March 31, 2021.

22 Earnings Per Share (EPS)

For the For the
year ended year ended
March 31, 2021 March 31, 2020
The components of basic and diluted earnings per share for total operations
are as follows:
(a) Net profit attributable to equity shareholders 1,646 2,745
(b) Weighted average number of outstanding equity shares
Considered for basic EPS 24,652,243 24,077,384
Add : Effect of dilutive potential equity shares arising from outstanding 916,427 1,281,709
stock options
Considered for diluted EPS 25,568,670 25,359,093
(c) Earnings per share in ` (Face value ` 5/- each)
Basic 6.67 11.40
Diluted 6.44 10.82

238 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

23 Employee benefit plans

(a) Amount recognised in the statement of profit and loss in respect of gratuity cost (defined
benefit plan) is as follows:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Gratuity cost
Service cost 242 233
Net interest on net defined liability 17 2
Net gratuity cost 259 235
Actuarial gain / (loss) recognised in other comprehensive income (27) 8
Interest rate 6.35% 6.50%
Salary increase 10% 10%

The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority,
promotion and other relevant factors such as supply and demand factors in the employment market. The expected
return on plan assets is based on expectation of the average long term rate of return expected on investments of the
fund during the estimated term of the obligations.

Mortality rate is considered as per the published rates under the Indian Assured Lives Mortality (2012-14) Ult table.
Attrition rate varies between 10% to 21%. Mortality and attrition rates were same for the year ended March 31, 2020.

The following table sets out the status of gratuity plan.

Particulars As at As at
March 31, 2021 March 31, 2020
Obligation at the beginning of the year 2,050 1,925
Service cost 242 233
Interest cost 120 125
Actuarial loss / (gain) - financial assumption 21 89
Actuarial loss / (gain) - experience 17 (90)
Benefits paid (218) (233)
Obligation at the end of the year 2,232 2,050
Change in plan assets (maintained by LIC)
Plan assets at the beginning of the year, at fair value 1,687 1,790
Employer contribution 1 0
Interest income on plan assets 103 123
Remeasurement on plan assets less interest on plan assets 11 7
Benefits paid (218) (233)
Plan assets at the end of the year, at fair value 1,584 1,687

239
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Historical information
Particulars As at
March March March March March
31, 2021 31, 2020 31, 2019 31, 2018 31, 2017
Present value of defined benefit obligation 2,232 2,050 1,925 1,740 1,920
Fair value of plan assets 1,584 1,687 1,790 1,813 1,835
(Liability)/asset recognised (648) (363) (135) 73 (85)

The experience adjustments, meaning difference between changes in plan assets and obligations expected on the
basis of actuarial assumption and actual changes in those assets and obligations are as follows:

Particulars As at As at
March 31, 2021 March 31, 2020
Experience adjustment on plan liabilities - (loss) / gain (38) 1
Experience adjustment on plan assets - gain 11 7

Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

Particulars As at March 31, 2021 As at March 31, 2020

Increase Decrease Increase Decrease
Discount Rate(50 bps) (67) 76 (58) 66
Salary Growth(50 bps) 73 (66) 63 (57)

Maturity profile of defined benefit obligation:

Particulars As at As at
March 31, 2021 March 31, 2020
1 year 299 394
2 year 301 239
3 year 272 247
4 year 244 221
5 year 226 195
6 year 216 181
7 year 230 174
8 year 182 187
9 year 181 147
10 years and beyond 1,466 1,305
i) The Company has setup an income tax approved irrevocable trust fund to finance the plan liability. The trustees of the
trust fund are responsible for the overall governance of the plan. Expected contribution to the Fund in FY 2021-22 is
` 200 lakhs. (FY 2020-21 ` 200 lakhs)
ii) Plan assets are investment in unquoted insurer managed funds.

(b) Defined contribution plan

The Company contributed ` 475 lakhs for the year ended March 31, 2021 (` 457 lakhs March 31, 2020) for the
defined contribution plan.

240 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

24 Income taxes
Income tax expense / (credit) in the statement of profit and loss consists of:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Current tax 1,040 869
Income tax relating to earlier years (refer note 24.1) 730 -
Deferred tax (20) (231)
Income tax expense recognised in the statement of profit or loss 1,750 638
Income tax (expense) recognised in other comprehensive income 128 (64)

The reconciliation between the provision of income tax of the Company and amounts
computed by applying the Indian statutory income tax rate to profit before taxes is as follows:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Profit before tax 3,396 3,383
Enacted income tax rate in India 29.12% 29.12%
Computed expected tax expense 989 985
Effect of:
Expenses that are not deductible in determining taxable profit 21 7
Dividend income subject to different tax rates (392) (366)
Tax provision related to Advance Pricing Arrangement 1,143 -
Others (11) 12
Total income tax expense recognised in the statement of profit and 1,750 638
loss

The movement in gross deferred income tax assets and liabilities (before set-off) for the year
ended March 31, 2021 is as follows:
Particulars Carrying Changes Additions Changes Utilisation Carrying
value as through through through of MAT value as at
at April 1, profit and business OCI credit* March 31,
2020 loss transfer 2021
Property, plant and equipment 638 (11) - - - 627
and intangible assets
Provision for doubtful debts 307 (216) - - - 91
Provision for compensated 256 118 - 8 - 382
absence/gratuity
Net gain on fair value of mutual (321) (134) - (64) - (519)
funds
Cash flow hedge (69) - - 184 - 115
MAT Credit entitlement 1,977 - - - (65) 1,912
Others 28 263 - - - 291
Total 2,816 20 - 128 (65) 2,899
* Adjusted in Current tax

241
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

The movement in gross deferred income tax assets and liabilities (before set-off) for the year
ended March 31, 2020 is as follows:
Particulars Carrying Changes Additions Changes Utilisation Carrying
value as through through through of MAT value as at
at April 1, profit and business OCI credit ^ March 31,
2019 loss transfer 2020
Property, plant and equipment 649 (11) - - - 638
and intangible assets
Provision for doubtful debts 75 232 - - - 307
Provision for compensated 247 12 - (3) - 256
absence/gratuity
Net gain on fair value of mutual (228) - - (93) - (321)
funds
Cash flow hedge (101) - - 32 - (69)
MAT Credit entitlement 2,130 - - - (153) 1,977
Others 30 (2) - - - 28
Total 2,802 231 - (64) (153) 2,816

^ Adjusted in Current tax

24.1 During the year, the company has recognised a provision towards the possible impact of an uncertain tax position
based on the present status of the on-going proceedings of its Advance Pricing Arrangement with the tax authorities.
Accordingly, ` 730 Lakhs was provided as an impact for prior years, which will be adjusted based on additional
facts and / or ultimate outcome. Current tax expense for the year ended March 31, 2021 includes impact of the
same amounting to ` 413 lakhs, recognised on a similar basis. The matter is under discussion between the revenue
authorities of the respective countries and pending ultimate conclusion, the Company has recognised the provision on
a best estimate basis.
25 Related Party disclosures, as per Ind AS 24
Relationships have been disclosed where transactions have taken place and relationships involving
controls:
Name of Related Party Nature of relationship Country of Incorporation

Mastek (UK) Limited Subsidiary United Kingdom

Trans American Information Systems Private Subsidiary India
Limited
Indigo Blue Consulting Limited Step-down Subsidiary United Kingdom
(merged with Mastek (UK) Limited with effect from
June 30, 2018)
Mastek, Inc. (formerly known as Digility, Inc.) Step-down Subsidiary United States of America
Trans American Information Systems, Inc. Step-down Subsidiary United States of America
Taistech LLC Step-down Subsidiary United States of America
(merged with Trans American Information Systems,
Inc. with effect from December 31, 2019)
Mastek Digital, Inc. Step-down Subsidiary Canada
Acquired through Business Transfer Agreement (BTA) (Refer note 37(i) for manner and date of acquisition)
Mastek Arabia FZ LLC Step-down Subsidiary United Arab Emirates
Evolutionary Systems Consultancy LLC Step-down Subsidiary United Arab Emirates
Evolutionary Systems Egypt (Limited) Step-down Subsidiary Egypt
Evosys Kuwait WLL Step-down Subsidiary Kuwait
Evolutionary Systems Saudi LLC Step-down Subsidiary Kingdom of Saudi Arabia
Evolutionary Systems Bahrain WLL Step-down Subsidiary Bahrain
Acquired through Demerger Co-operation Agreement (DCA) (Refer note 37(ii) for manner and date of acquisition)
Evolutionary Systems Private Limited Step-down Subsidiary India
Evolutionary Systems Company Limited-UK Step-down Subsidiary United Kingdom
Newbury Cloud, Inc. Step-down Subsidiary United States of America
Evolutionary Systems Corp. Step-down Subsidiary United States of America
Evosys Consultancy Services (Malaysia) Step-down Subsidiary Malaysia

242 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Evolutionary Systems Qatar WLL Step-down Subsidiary Qatar

Evolutionary Systems Pty Ltd Step-down Subsidiary Australia
Evolutionary Systems BV Step-down Subsidiary Netherlands
Evolutionary Systems (Singapore) Pte. Ltd. Step-down Subsidiary Singapore
Key Management Personnel (KMP):
Sudhakar Ram, Vice Chairman and Managing Director (Upto
November 8 , 2020)
Ashank Desai, Vice Chairman and Managing Director (From
November 8, 2020)
John Owen, Group Chief Executive Officer (Upto January 18, 2021)
Ketan Mehta, Non Executive Director (From December 29, 2020)
Atul Kanagat, Non Executive Director
Keith Bogg, Non Executive Director (Upto October 15, 2019)
Priti Rao, Non Executive Director
S. Sandilya, Non Executive Director
Rajeev Grover, Non Executive Director
Abhishek Singh, Chief Financial Officer (Upto November 30, 2020)
Dinesh Kalani, Company Secretary
Enterprise where KMP has control Cashless Technologies India Private Limited (Upto November 8,
2020)

Transactions with above related parties during the year were:-

Name of Related Party Nature of transactions For the For the
year ended year ended
March 31, 2021 March 31, 2020
Mastek (UK) Limited Information Technology Services ^ 16,102 14,376
Other Income 80 146
Dividend received from subsidiary 1,345 3,142
Reimbursable / Other expenses recoverable 501 994
Guarantee commission ^ 333 164
Guarantee given for loan availed by - 28,290
subsidiary ^
Guarantee reduced for loan availed by 9,879 -
subsidiary ^
Mastek, Inc. Information Technology Services ^ 1,013 575
Reimbursable / other expenses recoverable 83 33
Other income - 0
Trans American Information Information Technology Services ^ 53 23
Systems, Inc. Other income 23 23
Reimbursable / other expenses recoverable 1 6
Trans American Information Other Income - 5
Systems Private Limited Reimbursable / other expenses recoverable 11 319
(excluding GST)
Mastek Arabia FZ LLC Information Technology Services ^ 4 -
Evolutionary Systems Information Technology Services ^ 10 -
Consultancy LLC
Evosys Consultancy Services Information Technology Services ^ 11 -
(Malaysia)
Evolutionary Systems Information Technology Services ^ 11 -
(Singapore) Pte. Ltd.
Evolutionary Systems PrivateInformation Technology Services (excluding 220 -
Limited GST)
Reimbursable / other expenses recoverable 7 -
(excluding GST)
Compensation of key management personnel (Refer note 25.1) 745 444

243
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Balances outstanding are as follows:-

Name of Related Party Nature of balances As at As at
March 31, 2021 March 31, 2020
Mastek (UK) Limited Trade receivables 3,437 2,140
Other receivables 254 256
Guarantee commission receivable ^ 567 997
Guarantee commission liability (at fair value) ^ 634 1,002
Guarantee given against Loan availed by 25,818 33,193
subsidiary *
Mastek, Inc. Trade receivables 200 135
Other receivable from subsidiary / (payable) 9 (18)
Trans American Information Other receivables 9 7
Systems, Inc. Trade receivables / (payables) 25 (8)
Trans American Information Trade receivables 1 0
Systems Private Limited Other receivables 2 324
Mastek Arabia FZ LLC Trade receivables 4 -
Evolutionary Systems Trade receivables 10 -
Consultancy LLC
Evosys Consultancy Services Trade receivables 11 -
(Malaysia)
Evolutionary Systems Trade receivables 11 -
(Singapore) Pte. Ltd.
Evolutionary Systems Private Trade receivables 156 -
Limited
* The guarantees/security [refer notes 3(a)(*) and 35B] have been given for loans availed by the subsidiary for acquisitions.
^ This includes foreign exchange adjustment and fair value adjustment.

25.1 Compensation of key management personnel of the Company

Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Salaries and other employee benefits * 442 293
Share based payment transactions 202 37
Director sitting fees 79 84
Director commission 22 30
Compensation to key management personnel 745 444
*Does not include post-employment benefits based on actuarial valuation as this is computed for the company as a whole.

26 Segment reporting
The Company has opted to present information relating to its segments in its consolidated financial statements which
are included in the same annual report. In accordance with Ind AS 108 - ‘Operating Segments’, no disclosures related to
segment are therefore presented in these standalone financial statements.

244 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

27 Financial instrument
The carrying value and fair value of financial instruments by categories as at March 31, 2021 and
March 31, 2020 is as follows:
Particulars Carrying Value Fair Value
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Financial asset
Amortised Cost
Loans 123 101 123 101
Trade receivable (net of provisions) 4,476 2,561 4,476 2,561
Cash and cash equivalents 2,393 2,018 2,393 2,018
Other bank balance 51 64 51 64
Other assets 1,151 1,868 1,151 1,868
Investment in term deposits 4,338 2,355 4,338 2,355
Investment in bonds 159 106 159 106
FVOCI
Investment in mutual funds 7,934 7,775 7,934 7,775
Derivative Assets - 237 - 237
FVTPL
Investment in liquid mutual fund 7,553 5,798 7,553 5,798
Total assets 28,178 22,883 28,178 22,883
Financial liabilities
Amortised cost
Loans and borrowing 134 160 134 160
Trade payables 134 112 134 112
Lease liabilities 89 139 89 139
Other liabilities 6,048 4,547 6,048 4,547
FVOCI
Derivative Liabilities 398 - 398 -
Total liabilities 6,803 4,958 6,803 4,958

28 Fair Value Hierarchy

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 the fair value measurement hierarchy of financial assets and liabilities measured at fair value
on recurring basis as at March 31, 2021 and March 31, 2020

Quantitative disclosures of fair value measurement hierarchy for financial assets as at March 31, 2021:
Particulars Date of valuation Total Fair value measuring using
Level 1 Level 2 Level 3
FVOCI financial assets designated at fair
value
Investment in mutual fund March 31, 2021 7,934 7,934 - -
FVTPL financial assets designated at fair
value
Investment in liquid mutual fund March 31, 2021 7,553 7,553 - -
Financial liabilities measuring at fair value
Derivative liabilities
Foreign exchange forward contract March 31, 2021 398 - 398 -

245
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Quantitative disclosures of fair value measurement hierarchy for financial assets as at March 31, 2020:
Particulars Date of Total Fair value measuring using
valuation
Level 1 Level 2 Level 3
Financial assets measuring at fair value
Derivative Assets
Foreign exchange forward contract March 31, 2020 237 - 237 -
FVTOCI financial assets designated at fair
value
Investment in mutual fund March 31, 2020 7,775 7,775 - -
FVTPL financial assets designated at fair
value
Investment in liquid mutual fund March 31, 2020 5,798 5,798 - -

29 Financial Risk Management

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s
primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its
financial performance. The Company’s management oversees the management of these risk and formulates the policies,
the Board of Directors and Audit Committee reviews and approves policies for managing each of these risks, which are
summarised below:

Market Risk
Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in
market prices. The primary market risk to the Company is foreign exchange risk.

Foreign Currency Risk

The Company’s exposure to risk of change in foreign currency exchange rates arising from foreign currency transactions, is
primarily with respect to the currencies which are not fixed. Foreign exchange risk arises from future commercial transactions
and recognised assets and liabilities denominated in a currency that is not the functional currency of the company. The
Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. The counter parties of
these derivative instruments are primarily a bank. All derivative activities for risk management purposes are carried out by
specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in
derivative for speculative purposes may be undertaken.

Derivative financial instrument

These derivative financial instruments are forward contracts and are qualified for cash flow hedge accounting when the
instrument is designated for hedge. Company has designated major portion of derivative instruments as cash flow hedges
to mitigate the foreign exchange exposure of forecasted highly probable cash flows.

The following table presents the aggregate contracted principal amounts of the Company’s derivative
contracts outstanding:
Designated derivative instrument As at
March 31, 2021 March 31, 2020
Forward contract (Amount in GBP lakhs) 305 161
Number of contracts 462 237
Fair value (loss)/gain (398) 237

246 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

Forward Contracts covers part of the exposure during the period April 2021 - January 2025
Mark-to-Market gains / (losses) As at
March 31, 2021 March 31, 2020
Opening balance of Mark-to-market gains receivable on outstanding derivative 237 348
contracts
Less: Released from Hedging reserve account to statement of profit and loss (10) (396)
under revenue upon occurrence of forecasted sales transactions
Add: Changes in the value of derivative instrument recognised in Hedging (625) 285
reserve account
Closing balance of Mark-to-market (losses payable) / gains receivable (398) 237
on outstanding derivative contracts
Disclosed under:
Other current financial asset (Refer note 6(e)) - 121
Other non-current financial asset (Refer note 4(c)) - 116
Other current financial liabilities (Refer note 12) 94 -
Other non-current financial liabilities (Refer note 10(b)) 304 -
398 237

Non-Derivative Financial Instruments

The following table presents foreign currency risk from non- derivative financial instrument as of March 31,
2021 and March 31, 2020.

Particulars As at March 31, 2021 As at March 31, 2020

USD GBP ` in USD GBP ` in
in lakhs in lakhs lakhs in lakhs in lakhs lakhs
Financial assets 4 18 2,071 2 7 735
Financial liabilities (4) - (280) (2) - (184)
Net assets / (liabilities) (0) 18 1,791 - 7 551

As at March 31, 2021 and March 31, 2020 respectively, every 1% increase/decrease of the respective foreign currencies
compared to functional currency of the Company would impact results by approximately ` 18 lakhs and ` 6 lakhs,
respectively.
^ This does not include contingent liability of guarantee commission (Refer note 35B).
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment
securities. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of
managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of
the counterparties, taking into account their financial position, past experience and other factors.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry and country in which the customer operates, also has an influence
on credit risk assessment and accordingly the Company’s accounts for the expected credit loss. There is only one customer
which contributes for more than 10% of outstanding total accounts receivables aggregating 76.80% as at March 31, 2021
(73.29%, March 31, 2020).

247
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

The following table gives details in respect of revenues generated from top customer and top 5
customers:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Revenue from Top Customer 86% 86%
Revenue from Top 5 Customers 95% 92%

Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due. Also, the Company has unutilized credit limits with banks. The Company’s corporate treasury department is
responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks
are overseen by senior management. The management monitors the Company’s net liquidation through rolling forecast on
the basis of expected cash flows.

The Working Capital position of the Company is given below

Particulars of current financial assets As at As at
March 31, 2021 March 31, 2020
Cash and cash equivalent 2,393 2,018
Other bank balances 51 64
Investment in mutual funds 11,477 9,865
Investment in term deposits 4,338 2,325
Investment in bonds 50 -
Total 18,309 14,272

The table below provides details regarding the contractual maturities of significant financial
liabilities as at March 31, 2021 and March 31, 2020:
Particulars As at March 31, 2021
Less than 1 Year 1 Year and above
Borrowings 54 80
Trade payables 134 -
Other financial liabilities 5,615 920

Particulars As at March 31, 2020

Less than 1 Year 1 Year and above
Borrowings 47 113
Trade payables 112 -
Other financial liabilities 3,699 987

248 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

30 Capital Management
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Company monitors the return on capital as well as the level of dividends
on its equity shares. The Company’s objective when managing capital is to maintain an optimal structure so as to maximize
shareholder value. The capital structure is as follows:

Particulars As at As at
March 31, 2021 March 31, 2020
Total Equity attributable to the Equity Share Holders of Company 28,554 26,912
As percentage of total Capital 99.53% 99.41%
Current loan and borrowing 54 47
Non Current loan and borrowing 80 113
Total loans and borrowings 134 160
As a percentage of total capital 0.47% 0.59%
Total capital (Loans and borrowings and equity) 28,688 27,072

The Company is predominantly equity financed which is evident from capital structure table. Further, the Company has
always been in a net cash position. Cash and bank balances along with current financial assets which is predominantly
includes investment in liquid and short term mutual funds are in excess of debt.

31 Employee Stock Based Compensation

i) Plan IV
The Shareholders of the Company through Postal Ballot on August 9, 2007 approved the allocation of 1,000,000 stock
options to the eligible employees of the Company and its subsidiaries. The Company subsequently established a new
scheme in 2007 for granting 1,000,000 stock options to the employees referred to above, each option representing
one equity share of the Company. The vesting period of stock options will range from one year to four years from the
date of grant. The stock options are exercisable within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options at beginning of the year - - 7,500 88
Granted during the year - - - -
Exercised during the year - - - -
Lapsed/Cancelled during the year - - (7,500) 88
Outstanding options at end of the year - - - -
Options exercisable, end of the year - - - -

249
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

ii) Plan V
The Company introduced a new scheme in 2008 for granting 1,500,000 stock options to the employees, each option
representing one equity share of the Company. The vesting period of stock options will range from one year to four
years from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options at beginning of the year 32,225 68 37,225 69
Granted during the year - - - -
Exercised during the year (18,000) 66 (5,000) 80
Lapsed/Cancelled during the year (3,750) 91 - -
Outstanding options at end of the year 10,475 63 32,225 68
Options exercisable, end of the year 10,475 63 32,225 68

iii) Plan VI
The Company introduced a new scheme in 2010 for granting 2,000,000 stock options to the employees, each option
representing one equity share of the Company. The vesting period of stock options will range from one year to four
years from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options at beginning of the year 427,508 82 621,071 77
Granted during the year - - - -
Exercised during the year (258,606) 71 (182,069) 63
Lapsed/Cancelled during the year (50,811) 98 (11,494) 134
Outstanding options at end of the year 118,091 114 427,508 82
Options exercisable, end of the year 118,091 114 427,508 82

iv) Plan VII

The Company introduced a new scheme in 2013 for granting 2,500,000 stock options to its employees and employees
of its subsidiaries, each option giving a right to apply for one equity share of the Company on its vesting. The vesting
period of stock option will range from one year to four years from the date of grant. The stock options are exercisable
within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options at beginning of the year 1,515,959 92 1,538,623 102
Granted during the year 267,160 5 170,750 5
Exercised during the year (666,811) 97 (129,600) 70
Lapsed/Cancelled during the year (97,662) 63 (63,814) 126
Outstanding options at end of the year 1,018,646 69 1,515,959 92
Options exercisable, end of the year 559,943 96 798,418 115

250 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

The following tables summarize information about the options/ shares outstanding under
various programs as at March 31, 2021 and March 31, 2020 respectively:
Particulars As at March 31, 2021
No. of share Weighted average remaining Weighted average
options contractual life in years exercise price
Programme V 10,475 0.3 63
Programme VI 118,091 2.6 114
Programme VII 1,018,646 6.7 69

Particulars As at March 31, 2020

No. of share Weighted average remaining Weighted average
options contractual life in years exercise price
Programme V 32,225 0.7 68
Programme VI 427,508 3.2 82
Programme VII 1,515,959 6.5 92

The weighted average fair value of each unit under the plan, granted during the year ended
was ` 441 using the Black-Scholes model with the following assumptions:
Particulars As at
March 31, 2021
Weighted average grant date share price 505
Weighted average exercise price 5
Dividend yield % 0.78%
Expected life 3-7
Risk free interest rate 5.40
Volatility 52.04

Volatility : Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the
period. The measure of volatility is used in Black Scholes option pricing model is the annualised standard deviation of the
continuously compounded rates of return on the stock over a period of time. Company considered the daily historical
volatility of the Company’s stock price on NSE over the expected life of each vest.

Risk free rate : The risk free rate being considered for the calculation is the interest rate applicable for a maturity equal
to the expected life of the options based on zero coupon yield curve for government securities.

Expected life of the options: Expected life of the options is the period for which the Company expects the options to
be live. The minimum life of stock options is the minimum period before which the options can’t be exercised and the
maximum life of the option is the maximum period after which the options can’t be exercised. The Company has calculated
expected life as the average of the minimum and the maximum life of the options.

Dividend yield: Expected dividend yield has been calculated as a total of interim and final dividend declared in last year
preceding date of grant.

251
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

32 Leases
Company as a lessor
At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The
Company recognises lease payments received under operating leases as income on systematic basis over the lease term.

If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with
customers to allocate the consideration in the contract.

Company as lessee
The Company’s leased assets primarily consist of leases for office premises, guest houses, laptops, lease lines, furniture and
equipment. Leases of office premises and guest houses generally have lease term between 2 to 45 years. The Company has
applied low value exemption for leases of laptops, lease lines, furniture and equipment and accordingly these are excluded
from accounting as per Ind AS 116, at present.

i) The carrying amounts of right-of-use assets recognised and the movements during the period
(Refer note 3 (b))
ii) Below are the carrying amounts of operating lease liabilities (included under financial
liabilities) and the movements during the period:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Balance at the beginning of the year 139 -
Additions during the year - 164
Deletion during the year (17) -
Finance expense 12 13
Payments (45) (38)
Balance at the end of the year 89 139
Current 31 50
Non-current 58 89

The contractual maturity analysis of lease liabilities (Including amount not falling under IndAS
116) are disclosed herein on an undiscounted basis:
Particulars As at As at
March 31, 2021 March 31, 2020
Less than one year 89 98
More than one year less than 5 years 94 195
More than 5 years 350 349

The effective interest rate for lease liabilities is 11%.

iii) The following are the amounts recognised in profit or loss:

Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Depreciation expense of right-of-use assets 37 30
Interest expense on lease liabilities 12 13
Expense relating to short-term leases (included in other expenses) 51 42
Total amount recognised in profit or loss 100 85

The Company had total cash outflows for leases of ` 96 Lakhs in FY 2020-21 (` 80 Lakhs in FY 2019-20).

252 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

There are several lease agreements with extension and termination options, for which management exercises significant
judgement in determining whether these extension and termination options are reasonably certain to be exercised.
Since it is reasonable certain to exercise extension option and not to exercise termination option, the Company has
opted to include such extended term and ignore termination option in determination of lease term.

The maturity analysis of lease income are disclosed herein-

As at As at
Particulars
March 31, 2021 March 31, 2020
Future minimum lease income under non-cancellable operating lease (in
respect of properties):
Due within one year 405 404
Due later than one year but not later than five years 897 1,301
Total 1,301 1,705

33
Micro, Small and Medium Enterprises
The Company has certain dues to Micro and small suppliers registered as such under Micro, Small and Medium Enterprises
Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act is as follows:
Particulars As at As at
March 31, 2021 March 31, 2020
a) The principal amount remaining unpaid to any supplier at the end of the 27 1
year
b) Interest due remaining unpaid to any supplier at the end of the year - -
c) the amount of interest paid by the buyer in terms of section 16 of the  - -
MSMED Act, 2006, along with the  amount of the payment made to the
supplier beyond the appointed day during the year
d) the amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under the MSMED
Act, 2006
e) the amount of interest accrued and remaining unpaid at the end of each - -
accounting year
f) the amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are
actually paid  to the small enterprise, for the purpose of disallowance of
a deductible expenditure under section 23 of the MSMED Act, 2006

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is
based on the information available with the Company regarding the status of registration of such vendors under the said
Act, as per the intimation received from them on requests made by the company.

34 Capital commitment
Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2021 is
` 18 lakhs (March 31, 2020: ` 61 lakhs).

253
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

35 Contingent liabilities
A. Claims against Company not acknowledged as debts
As at As at
March 31, 2021 March 31, 2020
1. Claims against Company not acknowledged as debts
Sales tax matter 941 927

2. Provident Fund
Based on the judgement by the Honourable Supreme Court dated February 28, 2019, past provident fund liability,
is not determinable at present, in view of uncertainty on the applicability of the judgement to the Company with
respect to timing and the components of its compensation structure. In absence of further clarification, the
Company has been advised to await further developments in this matter to reasonably assess the implications on
its financial statements, if any.
(i) The Company does not expect any cash outflows or any reimbursements in respect of the above contingent
liabilities.
(ii) It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above,
pending occurrence of the default event or resolution of respective proceedings.
3. Social Security Code
The Code on Social Security, 2020 (“the Code”) relating to employee benefits during employment and post-
employment benefits received Presidential assent in September 2020. The  Code has been published in the
Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company
will assess the impact of the Code when it comes into effect and will record any related impact in the period the
Code becomes effective.

As at As at
March 31, 2021 March 31, 2020
B. Guarantee given to lenders for loan availed by subsidiary 25,818 33,193
(to the extent of amount outstanding)

36 Payments to the Auditor

Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
As auditor 36 34
Other expenses 2 2
Total 38 36

37 Note on acquisition
During the quarter and year ended March 31, 2020, Mastek has acquired control of the business of Evolutionary Systems
Private Limited (“ESPL”) and its subsidiary companies (together referred to as “Evosys”). The acquisition was as follows:-
i. Mastek (UK) Limited, a wholly-owned subsidiary of Mastek Limited, entered into a Business Transfer Agreement (“BTA”)
on February 8, 2020 to acquire the business of Evosys Arabia FZ LLC and Share Transfer Agreements (STA) to acquire Middle
East Companies (“MENA Acquisition”) by paying a cash consideration (net of cash & cash equivalents) of USD 64.9 million
i.e. ` 48,204 lakhs. The closing of such transaction occurred on March 17, 2020, which is considered to be the date of
transfer of control or the date of acquisition, as per Ind AS 103, and necessary effects have been recognised in the standalone
financial statements of the respective entities and consolidated financial statements of the Company and its subsidiaries.
While the acquisition has been effected and full consideration has been paid, procedures to complete the legal
processes like registering sale of shares in two geographies is ongoing. The legal procedures are delayed because
of COVID-19 pandemic related lockdown. The Company has been legally advised that such legal procedures are
administrative in nature and the parties to the BTA expect to complete these after the lockdown is relaxed / lifted i.e.
by September 2021.

254 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` in lakhs)

ii. With respect to a business undertaking of ESPL (including investments in certain subsidiaries of ESPL), the parties
entered into a Demerger Co-operation Agreement (DCA) and Shareholders Agreement on February 8, 2020. The
manner of discharge of the non-cash consideration and the acquisition of legal ownership, is decided to be achieved
through a demerger scheme filed before the NCLT (“the Scheme”), or, as per DCA between Mastek and the sellers of
Evosys, the parties shall complete this transaction with the same economic effect, by an alternate arrangement within
the period specified in the DCA. The DCA gives Mastek the right to appoint majority of the board of directors in ESPL
and its subsidiaries and also provides for the relevant activities of ESPL and its subsidiaries to be decided by a majority
vote of such board of directors, thereby resulting in transfer of control of business of ESPL and its subsidiaries to
Mastek Group. The date of acquisition of business undertaking for the purposes of Ind AS 103 is the date of transfer
of control to Mastek, i.e. February 8, 2020. Discharge of consideration for demerger will be done through issue
of 4,235,294 equity shares of Mastek Limited (face value ` 5 each) and balance through Compulsorily Convertible
Preference Shares (CCPS) of Trans American Information Systems Private Limited (a subsidiary of Mastek Limited)
which carry a Put Option to be discharged at agreed EBITDA multiples, based on actual EBIDTA of 3 years commencing
from financial year ending March 31, 2021. Pending completion of legal acquisition, this transaction has only been
considered for disclosure in the standalone financial statements for the years ended March 31, 2020 and 2021 and will
be given effect to on receiving NCLT approval or on executing the alternate arrangement in accordance with the DCA.
Accordingly, the equity shares which are proposed to be issued have not been considered for calculating the earnings
per share till such time that the acquisition is recognised in the standalone financial statements.

38 The Company has assessed the impact of Covid-19 Pandemic on its operations as well as financial reporting process,
including but not limited to the areas of financial controls, credit risk, effectiveness of hedge relationship, impairment of
financial and non-financial assets, and cyber security pertaining to the remote access of information for the year ended
March 31, 2021 and up to the date of approval of its financial statements. While assessing the impact, Company has
considered all internal and external sources of information like industry reports, economic forecast, credit reports and
company’s business forecast basis the global economic condition. Company expects to recover the carrying amount
of its assets and retain effectiveness of its hedge transactions. Further, there have been no material changes in the
financial control/process followed by the company. However, the impact of COVID-19 may be different from that
estimated as on the date of approval of these financial statements and the Company will continue to closely monitor
any material changes to the business due to future economic conditions.

39 Expenditure on Corporate Social Responsibilities

Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Amount required to be spent as per Section 135 of the Companies Act 71 62
Amount spent during the year 179 113

40 Previous year’s figures have been regrouped or reclassified wherever necessary.

These are the notes to the financial statements referred to in our report
of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President - Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021

255
256 Mastek Limited | Annual Report 2020-21
A Resilient Future: Driven by
Humane@Work

Consolidated Financial Statements

257
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

258 Mastek Limited | Annual Report 2020-21

Independent Auditor’s Report

To the Members of Mastek Limited Basis for Opinion

3. We conducted our audit in accordance with the
Report on the Audit of the Consolidated Standards on Auditing specified under section
Financial Statements 143(10) of the Act. Our responsibilities under those
standards are further described in the Auditor’s
Opinion Responsibilities for the Audit of the Consolidated
1. We have audited the accompanying consolidated Financial Statements section of our report. We are
financial statements of Mastek Limited (‘the Holding independent of the Company in accordance with the
Company’) and its subsidiaries (the Holding Company Code of Ethics issued by the Institute of Chartered
and its subsidiaries together referred to as ‘the Accountants of India (‘ICAI’) together with the
Group’), as listed in Annexure 1, which comprise the ethical requirements that are relevant to our audit of
Consolidated Balance Sheet as at 31 March 2021, the the financial statements under the provisions of the
Consolidated Statement of Profit and Loss (including Act and the rules thereunder, and we have fulfilled
Other Comprehensive Income), the Consolidated our other ethical responsibilities in accordance with
Statement of Cash Flow and the Consolidated these requirements and the Code of Ethics. We
Statement of Changes in Equity for the year then believe that the audit evidence we have obtained is
ended, and a summary of the significant accounting sufficient and appropriate to provide a basis for our
policies and other explanatory information. opinion.

2. In our opinion and to the best of our information Key Audit Matters
and according to the explanations given to us, the 4. Key audit matters are those matters that, in our
aforesaid consolidated financial statements (the professional judgment were of most significance in
‘financial statements’) give the information required our audit of the financial statements of the current
by the Companies Act, 2013 (‘Act’) in the manner so period. These matters were addressed in the context
required and give a true and fair view in conformity of our audit of the consolidated financial statements
with the accounting principles generally accepted as a whole, and in forming our opinion thereon,
in India including Indian Accounting Standards (‘Ind and we do not provide a separate opinion on these
AS’) specified under section 133 of the Act, of the matters.
consolidated state of affairs of the Group, as at 31
March 2021, and their consolidated profit (including 5. We have determined the matters described below to
other comprehensive income), consolidated cash be the key audit matters to be communicated in our
flows and the consolidated changes in equity for the report.
year ended on that date.

259
Independent Auditor’s Report

Key audit matter How our audit addressed the key audit matter
(I) 
Carrying value of Goodwill on Business Our responses
Combination:
Our audit procedures in relation to testing of
Refer note 2e(viii) and note 3(c) to the accompanying impairment of goodwill included but were not
consolidated financial statements limited to the following:
As at 31 March 2021, the Group’s assets include goodwill • Assessed the reasonability of the assumptions used
aggregating to ` 10,276 lakhs on account of acquisition by the management for cash flow forecasts and
of Taistech US group. The Group has performed annual verified the historical trend of business to evaluate
impairment test for the goodwill as per the applicable the past performance for consistency including the
accounting standard Ind AS 36, Impairment of Assets. possible impact of COVID 19.
The determination of the recoverable value requires • Obtained the management’s external valuation
management to make certain key estimates and specialist’s report on determination of recoverable
assumptions including forecast of future cash flows, amount and also assessed the competence and
long-term growth rates, including the impact of COVID objectivity of the management expert.
19, profitability levels and discount rates. Changes in
these assumptions could lead to an impairment to the • Involved our auditor’s experts to assess the valuation
carrying value of the goodwill. assumptions used and methodology considered by
the management’s expert to calculate the recoverable
Considering goodwill balance is significant to the amount and the mathematical accuracy of these
consolidated financial statements and auditing calculations.
management judgement and estimates as stated
above involves high degree of subjectivity and require • Performed the sensitivity analysis on the key
significant auditor judgement, assessment of carrying assumptions to evaluate the possible variation on
value of goodwill is considered as a key audit matter for the current recoverable amount to ascertain the
the current year audit. sufficiency of headroom available.

• Evaluated the appropriateness and adequacy of

disclosures given in the consolidated financial
statements, including disclosure of significant
assumptions and judgements used by management,
in accordance with applicable accounting standards.
(II) Revenue from contracts with customers Our responses
(Refer notes 2e (xiii) and 15 to the accompanying Our audit procedures relating to revenue recognition
consolidated financial statements) included, but were not limited to the following:

Revenue is recognised basis the terms of each • Evaluated the design and operating effectiveness of
contract with customers wherein certain commercial internal controls relating to the revenue recognition.
arrangements involve complexity and significant
• Selected samples from all streams of contracts and
judgments relating to identification of distinct
performed detailed analysis on recognition of revenue
performance obligations, determination of transaction
as per the requirement of Ind AS 115, Revenue from
price of identified performance obligation and the
contracts with customers which involved testing of
appropriateness of basis used to measure revenue
inputs to revenue recognition including estimates
recognised over the time period is applied in selecting
used.
the accounting basis in each case.
• Evaluated appropriateness and adequacy of
We identified revenue of the Group as a key audit
disclosures made in the consolidated financial
matter in the audit of consolidated financial statements
statements with respect to revenue in accordance
of current year because of the significant judgement/
with the requirements of applicable accounting
estimates used in accounting of revenue contracts.
standards.

260 Mastek Limited | Annual Report 2020-21

Independent Auditor’s Report

(III) Put option liability Our responses

As described in note 2e(viii) and 33 to the accompanying Our audit procedures in relation to valuation of put option
consolidated financial statements, the holding company liability included but were not limited to the following:
has written a put option over the equity instrument of a
• Assessed the reasonability of the assumptions used
subsidiary, where the holders (non-controlling interests)
by the management in valuing the put option liability.
of that instrument have the right to put their instrument
back to the Group at its fair value on specified dates. • Obtained the management’s external valuation
The amount that may become payable at each reporting specialist’s report on determination of put option
date under the option on exercise is recognised at liability and also assessed the competence and
present value as a written put option financial liability objectivity of the management expert.
with a corresponding charge directly to equity. The
valuation of put option liability as at 31 March 2021 is • Involved our auditor’s experts to assess the valuation
` 50,035 lakhs. assumptions used and methodology considered by
the management’s expert to calculate the put option
Considering put option liability is significant to the liability and the mathematical accuracy of these
consolidated financial statements and auditing calculations.
management judgement and estimates as stated
above involves high degree of subjectivity and require • Evaluated the appropriateness and adequacy of
significant auditor judgement, assessment of carrying disclosures given in the consolidated financial
value of goodwill is considered as a key audit matter for statements, including disclosure of significant
the current year audit. assumptions and judgements used by management,
in accordance with applicable accounting standards.

Information other than the Consolidated Responsibilities of Management and Those

Financial Statements and Auditor’s Report Charged with Governance for the Consolidated
thereon Financial Statements
6. The Holding Company’s Board of Directors are 7. The accompanying consolidated financial statements
responsible for the other information. The other have been approved by the Holding Company’s
information comprises the information included in the Board of Directors. The Holding Company’s Board of
Annual Report, but does not include the consolidated Directors is responsible for the matters stated in section
financial statements and our auditor’s report thereon. 134(5) of the Act with respect to the preparation of
The Annual Report is expected to be made available to these consolidated financial statements that give a
us after the date of this auditor’s report. true and fair view of the consolidated state of affairs
(consolidated financial position), consolidated profit
Our opinion on the consolidated financial statements
or loss (consolidated financial performance including
does not cover the other information and we do not
other comprehensive income), consolidated changes
express any form of assurance conclusion thereon.
in equity and consolidated cash flows of the Group in
In connection with our audit of the consolidated accordance with the accounting principles generally
financial statements, our responsibility is to read the accepted in India, including the Ind AS specified under
other information identified above when it becomes section 133 of the Act. The Holding Company’s Board
available and, in doing so, consider whether the
of Directors is also responsible for ensuring accuracy
other information is materially inconsistent with the
of records including financial information considered
consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be necessary for the preparation of consolidated Ind
materially misstated. AS financial statements. Further, in terms of the
provisions of the Act, the respective Board of Directors
When we read the Annual Report, if we conclude /management of the companies included in the Group,
that there is a material misstatement therein, we are covered under the Act are responsible for maintenance
required to communicate the matter to those charged of adequate accounting records in accordance with
with governance.

261
Independent Auditor’s Report

the provisions of the Act for safeguarding the • Identify and assess the risks of material misstatement
assets and for preventing and detecting frauds and of the financial statements, whether due to fraud
other irregularities; selection and application of or error, design and perform audit procedures
appropriate accounting policies; making judgments responsive to those risks, and obtain audit evidence
and estimates that are reasonable and prudent; that is sufficient and appropriate to provide a
and design, implementation and maintenance of basis for our opinion. The risk of not detecting a
adequate internal financial controls, that were material misstatement resulting from fraud is higher
operating effectively for ensuring the accuracy and than for one resulting from error, as fraud may
completeness of the accounting records, relevant involve collusion, forgery, intentional omissions,
to the preparation and presentation of the financial misrepresentations, or the override of internal
statements that give a true and fair view and are free control;
from material misstatement, whether due to fraud
or error. These financial statements have been used • Obtain an understanding of internal control relevant
for the purpose of preparation of the consolidated to the audit in order to design audit procedures
financial statements by the Directors of the Holding that are appropriate in the circumstances. Under
Company, as aforesaid. section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Holding
8. In preparing the consolidated financial statements, Company has adequate internal financial controls
the respective Board of Directors of the companies with reference to consolidated financial statements
included in the Group are responsible for assessing in place and the operating effectiveness of such
the ability of the Group to continue as a going controls.
concern, disclosing, as applicable, matters related
to going concern and using the going concern basis • Evaluate the appropriateness of accounting policies
of accounting unless the Board of Directors either used and the reasonableness of accounting estimates
intend to liquidate the Group or to cease operations, and related disclosures made by management;
or has no realistic alternative but to do so.
• Conclude on the appropriateness of management’s
9. Those Board of Directors are also responsible for use of the going concern basis of accounting and,
overseeing the financial reporting process of the based on the audit evidence obtained, whether
companies included in the Group. a material uncertainty exists related to events or
conditions that may cast significant doubt on the
Auditor’s Responsibilities for the Audit of the ability of the Group to continue as a going concern.
Financial Statements If we conclude that a material uncertainty exists, we
10. Our objectives are to obtain reasonable assurance are required to draw attention in our auditor’s report
about whether the financial statements as a whole to the related disclosures in the financial statements
are free from material misstatement, whether due or, if such disclosures are inadequate, to modify our
to fraud or error, and to issue an auditor’s report opinion. Our conclusions are based on the audit
that includes our opinion. Reasonable assurance is a evidence obtained up to the date of our auditor’s
high level of assurance but is not a guarantee that report. However, future events or conditions may
an audit conducted in accordance with Standards on cause the Group to cease to continue as a going
Auditing will always detect a material misstatement concern; and
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in • Evaluate the overall presentation, structure and
the aggregate, they could reasonably be expected to content of the financial statements, including the
influence the economic decisions of users taken on disclosures, and whether the financial statements
the basis of these financial statements. represent the underlying transactions and events in
a manner that achieves fair presentation.
11. As part of an audit in accordance with Standards
on Auditing, we exercise professional judgment and • Obtain sufficient appropriate audit evidence regarding
maintain professional skepticism throughout the the financial information of the entities within the
audit. We also: Group, and its associates and joint ventures, to
express an opinion on the financial statements. We

262 Mastek Limited | Annual Report 2020-21

Independent Auditor’s Report

are responsible for the direction, supervision and of our knowledge and belief were necessary
performance of the audit of financial statements of for the purpose of our audit of the aforesaid
such entities included in the financial statements, consolidated financial statements;
of which we are the independent auditors. For the
other entities included in the financial statements, b) in our opinion, proper books of account as
which have been audited by the other auditors, such required by law relating to preparation of the
other auditors remain responsible for the direction, aforesaid consolidated financial statements
supervision and performance of the audits carried have been kept so far as it appears from our
out by them. We remain solely responsible for our examination of those books;
audit opinion.
c) the consolidated financial statements dealt
with by this report are in agreement with the
12. We communicate with those charged with
relevant books of account maintained for the
governance regarding, among other matters, the
purpose of preparation of the consolidated
planned scope and timing of the audit and significant
financial statements;
audit findings, including any significant deficiencies
in internal control that we identify during our audit. d) in our opinion, the aforesaid consolidated
financial statements comply with Ind AS
13. We also provide those charged with governance with specified under section 133 of the Act;
a statement that we have complied with relevant
ethical requirements regarding independence, and e) on the basis of the written representations
to communicate with them all relationships and received from the directors of the Holding
other matters that may reasonably be thought to Company and taken on record by the Board
bear on our independence, and where applicable, of Directors of the Holding Company and its
related safeguards. subsidiary companies, covered under the Act,
none of the directors of the Group companies,
14. From the matters communicated with those charged covered under the Act, are disqualified as on 31
with governance, we determine those matters March 2021 from being appointed as a director
that were of most significance in the audit of the in terms of Section 164(2) of the Act;
consolidated financial statements of the current
period and are therefore the key audit matters. f) with respect to the adequacy of the internal
We describe these matters in our auditor’s report financial controls with reference to financial
unless law or regulation precludes public disclosure statements of the Holding Company, and its
about the matter or when, in extremely rare subsidiary companies, covered under the Act,
circumstances, we determine that a matter should and the operating effectiveness of such controls,
not be communicated in our report because the refer to our separate report in ‘Annexure A’;
adverse consequences of doing so would reasonably and
be expected to outweigh the public interest benefits
g) with respect to the other matters to be included
of such communication.
in the Auditor’s Report in accordance with rule
11 of the Companies (Audit and Auditors)
Report on Other Legal and Regulatory
Rules, 2014 (as amended), in our opinion and
Requirements
to the best of our information and according to
15. As required by section 197(16) of the Act, based the explanations given to us;
on our audit, we report that the Holding Company,
and its subsidiary companies covered under the Act, i. the consolidated financial statements
paid remuneration to its directors during the year disclose the impact of pending litigations
in accordance with the provisions of and limits laid on the consolidated financial position of
down under Section 197 read with Schedule V to the the Group;
Act.
ii. provision has been made in these
16. As required by Section 143 (3) of the Act, based on consolidated financial statements, as
our audit, we report, to the extent applicable, that: required under the applicable law or Ind
AS, for material foreseeable losses, on
a) we have sought and obtained all the long-term contracts including derivative
information and explanations which to the best contracts;

263
Independent Auditor’s Report

iii. there were no amounts which were consolidated financial statements.

required to be transferred to the Investor Hence, reporting under this clause is not
Education and Protection Fund by the applicable.
Holding Company, and its subsidiary
companies covered under the Act, during For Walker Chandiok & Co LLP
the year ended 31 March 2021; and Chartered Accountants
Firm’s Registration No.: 001076N/N500013
iv. the disclosure requirements relating to
holdings as well as dealings in specified Adi P. Sethna
bank notes were applicable for the period Partner
from 8 November 2016 to 30 December Membership No.: 108840
2016, which are not relevant to these UDIN: 21108840AAAABY6084
Place: Mumbai
Date: 28 April 2021

264 Mastek Limited | Annual Report 2020-21

Independent Auditor’s Report

Annexure 1 10. Evolutionary Systems Pty. Ltd.

The details of subsidiaries including step-down subsidiaries
11. Evolutionary Systems Bahrain WLL
considered in this audit report on Consolidated Financial
Statements are: 12. Mastek Arabia FZ-LLC
1. Trans American Information Systems Private Limited 13. Evolutionary Systems Egypt (Limited)
2. Mastek (UK) Limited 14. Evosys Kuwait Company for Designing and equipping
computer centers L.L.C (Evosys Kuwait WLLC)
3. Evolutionary Systems Private Limited
15. Evosys Consultancy Services (Malaysia) Sdn. Bhd.
4. Indigo Blue Consulting Limited (merged in to Mastek
(UK) Limited w.e.f. 30 June 2018) 16. Newbury Cloud, Inc.
5. Mastek, Inc. (formally known as Digility, Inc) 17. Evolutionary Systems B.V.
6. Taistech LLC (merged in to Trans American Information 18. Evolutionary Systems Qatar W.L.L.
Systems, Inc. w.e.f. 31 December 2019)
19. Evolutionary Systems Saudi LLC
7. Trans American Information Systems, Inc.
20. Evolutionary Systems (Singapore) Pte Ltd
8. Mastek Digital, Inc.
21. Evolutionary Systems Company Ltd. (UK)
9. Evolutionary System Consultancy LLC
22. Evolutionary Systems, Corp.

265
Annexure A
Independent Auditor’s Report on the internal financial controls with reference to financial statements under
Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the consolidated perform the audit to obtain reasonable assurance
financial statements of Mastek Limited (‘the about whether adequate internal financial controls
Holding Company’) and its subsidiaries (the Holding with reference to financial statements were
Company and its subsidiary together referred to as established and maintained and if such controls
‘the Group’), as at and for the year ended 31 March operated effectively in all material respects.
2021, we have audited the internal financial controls
with reference to financial statements of the Holding 4. Our audit involves performing procedures to obtain
Company and its subsidiary companies, which are audit evidence about the adequacy of the internal
companies covered under the Act, as at that date. financial controls with reference to financial
statements and their operating effectiveness. Our
Responsibilities of Management and Those audit of internal financial controls with reference
Charged with Governance for Internal to financial statements includes obtaining an
Financial Controls understanding of such internal financial controls,
2. The respective Board of Directors of the Holding assessing the risk that a material weakness exists,
Company, and its subsidiary companies, which are and testing and evaluating the design and operating
companies covered under the Act, are responsible effectiveness of internal control based on the
for establishing and maintaining internal financial assessed risk. The procedures selected depend on
controls based on the internal financial controls the auditor’s judgement, including the assessment
with reference to financial statements criteria of the risks of material misstatement of the financial
established by the Company considering the statements, whether due to fraud or error.
essential components of internal control stated in
5. We believe that the audit evidence we have obtained
the Guidance Note on Audit of Internal Financial
is sufficient and appropriate to provide a basis for
Controls over Financial Reporting issued by the
our audit opinion on the internal financial controls
Institute of Chartered Accountants of India. These
with reference to financial statements of the Holding
responsibilities include the design, implementation
Company and its subsidiary companies as aforesaid.
and maintenance of adequate internal financial
controls that were operating effectively for ensuring Meaning of Internal Financial Controls
the orderly and efficient conduct of the Company’s with Reference to Consolidated Financial
business, including adherence to the Company’s Statements
policies, the safeguarding of its assets, the prevention
6. A company’s internal financial controls with reference
and detection of frauds and errors, the accuracy and
to financial statements is a process designed to
completeness of the accounting records, and the
provide reasonable assurance regarding the reliability
timely preparation of reliable financial information,
of financial reporting and the preparation of financial
as required under the Act.
statements for external purposes in accordance
Auditor’s Responsibility for the Audit of the with generally accepted accounting principles. A
Internal Financial Controls with Reference to company’s internal financial controls with reference
Consolidated Financial Statements to financial statements include those policies and
procedures that (1) pertain to the maintenance of
3. Our responsibility is to express an opinion on
records that, in reasonable detail, accurately and fairly
the internal financial controls with reference to
reflect the transactions and dispositions of the assets
consolidated financial statements of the Holding
of the company; (2) provide reasonable assurance
Company and its subsidiary companies, as aforesaid,
that transactions are recorded as necessary to permit
based on our audit. We conducted our audit
preparation of financial statements in accordance
in accordance with the Standards on Auditing
with generally accepted accounting principles, and
issued by the Institute of Chartered Accountants
that receipts and expenditures of the company are
of India (‘ICAI’) prescribed under Section 143(10)
being made only in accordance with authorisations of
of the Act, to the extent applicable to an audit of
management and directors of the company; and (3)
internal financial controls with reference to financial
provide reasonable assurance regarding prevention
statements, and the Guidance Note on Audit of
or timely detection of unauthorised acquisition, use,
Internal Financial Controls Over Financial Reporting
or disposition of the company’s assets that could
(‘the Guidance Note’) issued by the ICAI. Those
have a material effect on the financial statements.
Standards and the Guidance Note require that we
comply with ethical requirements and plan and Inherent Limitations of Internal Financial

266 Mastek Limited | Annual Report 2020-21

Annexure A

Controls with Reference to Consolidated consolidated financial statements and such controls
Financial Statements were operating effectively as at 31 March 2021,
7. Because of the inherent limitations of internal based on the internal financial controls with reference
financial controls with reference to financial to financial statements criteria established by the
statements, including the possibility of collusion or Company considering the essential components
improper management override of controls, material of internal control stated in the Guidance Note on
misstatements due to error or fraud may occur and Audit of Internal Financial Controls over Financial
not be detected. Also, projections of any evaluation Reporting issued by the Institute of Chartered
of the internal financial controls with reference to Accountants of India (‘ICAI’).
financial statements to future periods are subject
For Walker Chandiok & Co LLP
to the risk that the internal financial controls with
Chartered Accountants
reference to financial statements may become
Firm’s Registration No.: 001076N/N500013
inadequate because of changes in conditions, or
that the degree of compliance with the policies or Adi P. Sethna
procedures may deteriorate. Partner
Membership No.: 108840
Opinion
UDIN: 21108840AAAABY6084
8. In our opinion, the Holding Company and its
subsidiary companies, which are companies Place: Mumbai
covered under the Act, have in all material respects, Date: 28 April 2021
adequate internal financial controls with reference to

267
Consolidated Balance Sheet
as at March 31, 2021
(` in lakhs)

Note As at As at
March 31, 2021 March 31, 2020
ASSETS
Non-current assets
Property plant and equipment, net 3(a)(i) 4,762 5,142
Capital work-in-progress 154 167
Right-of-use assets 3(b) 1,143 1,991
Investment property 3(d) 450 485
Goodwill 3(c) 66,012 67,667
Other intangible assets, net 3(a)(ii) 8,313 10,389
Financial assets
Investments 4(a) 4,119 12,182
Loans 4(b) 277 190
Other financial assets 4(c) 1,866 459
Deferred tax assets, net 24(c) 5,320 3,776
Income tax (Current-tax) assets, net - 1,221
Other non-current assets 5 131 119
Total non-current assets 92,547 103,788
Current assets
Financial assets
Investments 6(a) 21,454 15,376
Trade receivables 6(b) 37,488 31,572
Cash and cash equivalents 6(c)(i) 59,089 22,033
Bank balances, other than cash and cash equivalents 6(c)(ii) 51 64
Loans 6(d) 307 218
Other financial assets 6(e) 607 900
Other current assets 7 18,032 16,289
Total current assets 137,028 86,452
Total Assets 229,575 190,240
EQUITY AND LIABILITIES
EQUITY 8 1,262 1,214
Equity share capital 9 84,592 77,832
Other equity 85,854 79,046
Equity attributable to owners 9 18,203 13,705
Non Controlling interest 104,057 92,751
Total Equity
LIABILITIES
Non-current liabilities
Financial liabilities
Borrowings 10(a) 19,024 24,085
Other financial liabilities 10(b) 29,118 22,546
Provisions 11 2,367 1,588
Deferred tax liabilities, net 24(c) 1,831 1,473
Total non-current liabilities 52,340 49,692
Current liabilities
Financial liabilities
Borrowings 12(a) - 7,480
Trade payables 36
Dues of micro and small enterprises 27 1
Dues of creditors other than micro and small enterprises 3,042 10,538
Other financial liabilities 50,289 17,052
Other current liabilities 13,219 9,428
Provisions 2,323 2,032
Current tax liabilities, net 4,278 1,266
Total current liabilities 73,178 47,797
Total Liabilities 125,518 97,489
Total Equity & Liabilities 229,575 190,240
See accompanying notes to the consolidated financial statements
This is the Balance Sheet referred to in our report of
even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President- Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021
268 Mastek Limited | Annual Report 2020-21
Consolidated Statement of Profit and Loss
for the year ended March 31, 2021
(` in lakhs)

Note Year ended Year ended

March 31, 2021 March 31, 2020
INCOME
Revenue from operations 15 172,186 107,148
Other income 16 2,791 4,130
Total Income (1) 174,977 111,278
EXPENSES
Employee benefits expenses 17 88,272 58,414
Finance costs 18 810 362
Depreciation and amortisation expenses 19 4,495 2,489
Other expenses 20 47,467 33,198
Total expenses (2) 141,044 94,463
Profit before exceptional item and tax (3) = (1) - (2) 33,933 16,815
Exceptional items - (loss) / gain (4) 21 - (2,407)
Profit before tax (5) = (3) - (4) 33,933 14,408
Tax expense / (credit) 24(a)
Current tax 8,136 4,081
Deferred tax (131) (1,091)
Income tax relating to earlier years 753 37
Total tax expense (net) (6) 8,758 3,027
Profit after tax for the year (7) = (5) - (6) 25,175 11,381
Other comprehensive income (OCI)
Items that will not be reclassified subsequently to the statement
of profit and loss:
Defined benefit plan actuarial losses (307) (48)
Net change in fair value of financial instruments through OCI - gain 15,371 105
Income tax relating to items that will not be reclassified to profit and
46 11
loss - credit
Items that will be reclassified subsequently to the statement of
profit or loss:
Foreign currency translation differences - (loss) / gain (1,391) 739
Net change in fair value of forward contracts designated as cash flow
(257) (362)
hedges - losses
Net change in fair value of financial instruments - gain 221 320
Income tax relating to items that will be reclassified to profit and loss
26 2
- credit
Total other comprehensive income for the year (8) 13,709 767
Total comprehensive income for the year (7) + (8) 38,884 12,148
Profit attributable to
Owners of the Company 20,935 10,886
Non-controlling interests 4,240 495
Profit after tax for the year 25,175 11,381
Other comprehensive income (OCI) attributable to
Owners of the Company 13,451 831
Non-controlling interests 258 (64)
Total other comprehensive income for the year 13,709 767
Total Comprehensive income for the year attributable to
Owners of the Company 34,386 11,717
Non-controlling interests 4,498 431
Total comprehensive income for the year 38,884 12,148
Earnings per equity share 22
(Equity shares of face value ` 5/- each)
Basic 84.92 45.21
Diluted 81.88 42.93
See accompanying notes to the consolidated financial statements
This is the Statement of Profit and Loss referred to in our report of
even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President- Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021
269
Consolidated Statement of Cash Flow
for the year ended March 31, 2021
(` in lakhs)

Year ended Year ended

March 31, 2021 March 31, 2020
Cash flows from operating activities
Profit for the year 25,175 11,381
Adjustments for :
Interest income (429) (354)
Employee stock compensation expenses 836 991
Finance costs 810 332
Depreciation and amortisation 4,495 2,489
Provision made/(written back) for cost overrun on contracts, net - 45
Tax expense 8,758 3,027
Dividend Income from current investment - (6)
Exceptional Items (Refer note 21) - 2,407
Provision for settlement against revenue contracts 700 -
Provision made/(written-back) against receivables, loans and advances doubtful of
(344) 144
recovery, net
(Profit) / Loss on sale of property plant and equipment, net (18) 19
Profit on sale of current investments & gain on fair value of investments (750) (667)
Rental income including maintenance charges (470) (300)
Changes in operating assets and liabilities; net of effect from acquisitions 38,763 19,508
(Increase)/Decrease in trade receivables (4,485) 11,161
(Increase) in loans and advances and other assets (1,549) (10,025)
Increase in trade payables, other liabilities and provisions 780 2,512
Cash generated from operating activities before taxes 33,509 23,156
Income taxes paid, net of refunds (4,794) (4,709)
Net cash generated from operating activities 28,715 18,447
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 18 18
Purchase of property, plant and equipment and software (1,175) (1,565)
Interest received 258 205
Rental income including maintenance charges 442 238
Earnout payment on account of Business Combination - (1,568)
Dividend Income from current investment - 6
Proceeds from sale of investment in Majesco 23,709 16,510
Purchase consideration paid for acquisition of subsidiaries, net of cash and cash
- (40,989)
equivalents
Purchase of other investments (24,657) (12,719)
Proceeds from sale of other investments 19,536 12,999
Net cash generated / (used in) investing activities 18,131 (26,865)
Cash flows from financing activities
Proceeds from issue of shares under the employee stock option schemes 845 213
(Repayment) / Proceeds from borrowings, net (9,407) 24,274
Payment of lease liabilities (935) (663)
Dividends paid including dividend distribution tax and unclaimed dividend (1,362) (3,148)
Interest paid on finance lease and other finance charges (346) (16)
Interest paid on term loan (561) (164)
Net cash (used in) / generated from financing activities (11,765) 20,496
Effect of changes in exchange rates for cash and cash equivalents 1,975 660
Net increase in cash and cash equivalents during the year 37,056 12,738
Cash and cash equivalents at the beginning of the year 22,033 9,295
Cash and cash equivalents at the end of the year 59,089 22,033

The above Statement of Cash Flow has been prepared under the ‘Indirect Method’ as set out in the Ind AS - 7 on Statement of Cash Flow
This is the Statement of Cash Flow referred to in our report of
even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President- Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021

270 Mastek Limited | Annual Report 2020-21

 A. Equity share capital

Balance as at April 1, 2019 1,199
(` in lakhs)

Add: Shares issued on exercise of stock options and restricted shares 15

Balance as at March 31, 2020 1,214
Balance as at April 1, 2020 1,214
Add: Shares issued on exercise of stock options and restricted shares 48
Balance as at March 31, 2021 1,262

B. Other Equity
Particulars Reserve & Surplus Other Comprehensive Income (OCI) Equity Put option Non-Controlling Total
Capital Capital Securities Share options General Retained Employee Fair value Fair value of Fair value of Foreign Shares written Interest other
for the year ended March 31, 2021

reserve redemption premium outstanding reserve earnings benefit of cash changes in non current currency proposed on Non- (preference equity
reserve account (net expenses Flow hedge other financial investment translation to be Controlling shares proposed
of taxes) instruments in majesco reserve issued Interest to be issued)
USA (Refer note (Refer note (Refer note 33)
33) 33)

Balance as at April 1 2019 21 1,539 2,255 1,818 362 41,994 247 258 555 22,944 (1,552) - - - 70,441
Issue of share capital on - - 193 - - - - - - - - - - 193
exercise of employee share
option
Employee share-based - - - 991 - - - - - - - - - - 991
Consolidated Statement of Changes in Equity

compensation
Transferred to securities - 268 (268) - - - - - - - - - - -
premium
Profit for the year - - - - - 10,886 - - - - - - - 495 11,381
Cash dividends and tax - - - - - (3,148) - - - - - - - - (3,148)
thereon
ESOP Adjustments* - - - (42) - 42 - - - - - - - - -
Other comprehensive - - - - - - (24) (208) 227 105 731 - - (64) 767
income (net of taxes)
Excess tax benefits from - - - (412) - - - - - - - - - - (412)
exercise of share-based
options
Sale of equity
instruments
recognised through
other comprehensive - - - - - 15,630 - - - (15,630) - - - - -
income (net of taxes),
and presented within
equity
Equity Shares proposed to - - - - - - - - - - - 19,169 - - 19,169
be issued
(Refer note 33)
Non-Controlling Interest - - - - - - - - - - - - - 13,274 13,274
(preference shares proposed
to be issued) (Refer note 33)
Put option written on Non- - - - - - - - - - - - - (21,119) - (21,119)
Controlling Interest
(Refer note 33)
Balance as at March 21 1,539 2,716 2,087 362 65,404 223 50 782 7,419 (821) 19,169 (21,119) 13,705 91,537
31, 2020
Balance as at April 1, 21 1,539 2,716 2,087 362 65,404 223 50 782 7,419 (821) 19,169 (21,119) 13,705 91,537
2020
Issue of share capital on - - 788 - - - - - - - - - - - 788
exercise of employee share

271
option
272
B. Other Equity (Contd...)
(` in lakhs)
Particulars Reserve & Surplus Other Comprehensive Income (OCI) Equity Put option Non-Controlling Total
Capital Capital Securities Share options General Retained Employee Fair value Fair value of Fair value of Foreign Shares written Interest other
reserve redemption premium outstanding reserve earnings benefit of cash changes in non current currency proposed on Non- (preference equity
reserve account (net expenses Flow hedge other financial investment translation to be Controlling shares proposed
of taxes) instruments in majesco reserve issued Interest to be issued)
USA (Refer note (Refer note (Refer note 33)
33) 33)

Employee share-based - - - 847 - - - - - - - - - - 847

compensation
Transferred to securities - 1,284 (1,284) - - - - - - - - - - -
for the year ended March 31, 2020

premium
Profit for the year - - - - - 20,935 - - - - - - - 4,240 25,175

Mastek Limited | Annual Report 2020-21

Cash dividends and taxes - - - - - (1,362) - - - - - - - - (1,362)
thereon
ESOP Adjustments* - - - (23) - 23 - - - - - - - - -
Other comprehensive - - - - - - (230) (251) 155 15,371 (1,594) - - 258 13,709
income (net of taxes)
Excess tax benefits from - - - 1,017 - - - - - - - - - - 1,017
exercise of share-based
options
Sale of equity instruments - - - - - 22,790 - - - (22,790) - - - - -
recognised through other
comprehensive income (net
Consolidated Statement of Changes in Equity

of taxes), and presented

within equity
Equity shares proposed to - - - - - - - - - - - - - - -
be issued (Refer note 33)
Non-Controlling Interest - - - - - - - - - - - - - - -
(preference shares proposed
to be issued) ( Refer
note 33)
Put options written on Non- - - - - - - - - - - - - (28,916) - (28,916)
Controlling Interest ( Refer
note 33)
Balance as at March 21 1,539 4,788 2,644 362 107,790 (7) (201) 937 - (2,415) 19,169 (50,035) 18,203 102,795
31, 2021
*ESOP adjustment reflects lapse of vested stock options during the year.
See accompanying notes to the consolidated financial statements
This is the Statement of changes in equity referred to in our report of
even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President- Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021
Date: April 28, 2021
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

1 Company overview
Mastek Limited (the ‘Company’/ ‘Holding Company’) is a public limited company domiciled in India and is listed on
the Bombay Stock Exchange (BSE) and National Stock Exchange (NSE). The Company and its subsidiaries (collectively
referred hereinunder as the Group) are providers of vertically-focused enterprise technology solutions.

The portfolio of the group’s offerings includes business and technology services comprising of Application Development,
Application Maintenance, Business Intelligence and Data Warehousing, Testing & Assurance, Digital Commerce, Agile
Consulting and Legacy Modernisation, Oracle Cloud, Oracle ERP Cloud, product-as-a-service solutions and machine
learning. The Group carries out its operations in India, UK, USA, EMEA (Europe, the Middle East and Africa), APAC
(Asia-Pacific) and has its offshore software development centres in India at Mumbai, Gurugram, Noida, Pune, Chennai,
Mahape & Ahmedabad.

2 Basis of Preparation and Presentation

a. Statement of Compliance
These consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind
AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting
Standards) Amendment Rules, 2016, as applicable.

These consolidated financial statements of the Group (Financial Statements) as at and for the year ended March
31, 2021 were approved and authorized by the Company’s board of directors as on April 28, 2021.

All amounts included in the consolidated financial statements are reported in Indian rupees (in lakhs) except share
and per share data unless otherwise stated and “0” denotes amounts less than one lakh rupees.

b. Basis of Preparation
The consolidated financial statements have been prepared on an accrual basis using the historical cost convention
and on an accrual basis, except for the following material items that have been measured at fair value as required
by relevant Ind AS:

i. Derivative financial instruments;

ii. Certain financial assets and liabilities measured at fair value;

iii. Share based payment transactions;

iv. Defined benefit and other long-term employee benefits;

v. Contingent Consideration

vi. All assets and liabilities have been classified as current and non-current as per the company’s normal
operating cycle which does not exceed 12 months.

c. Use of estimate and judgement

The preparation of consolidated financial statements in conformity with Ind AS requires management to make
judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected. In particular, information about
significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the
most significant effect on the amounts recognised in the consolidated financial statements is included in the
following notes:

i) Revenue recognition: The Group applies the percentage of completion method in accounting for its fixed
price contracts. Use of the percentage of completion method requires the Group to estimate the efforts or
costs expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended

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for the year ended March 31, 2021
(` In lakhs)

have been used to measure progress towards completion as there is a direct relationship between input and
productivity. Provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in
which such losses become probable based on the expected contract estimates at the reporting date.

ii) Income taxes: The Group’s major tax jurisdictions are India, UK, USA, EMEA and APAC. Significant judgments
are involved in determining the provision for income taxes including judgment on whether tax positions are
probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only
be resolved over extended time periods.

iii) Business combination: Business combinations are accounted for using Ind AS 103. 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 acquiree. Significant estimates are
required to be made in determining the value of contingent consideration and intangible assets and their
estimated useful life. These valuations are conducted by independent valuation experts.

iv) Defined benefit plans and compensated absences: The cost of the defined benefit plans, compensated
absences and the present value of the defined benefit obligations are based on actuarial valuation using the
projected unit credit method. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a
defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed
at each reporting date.

v) Property, plant and equipment: Property, plant and equipment represent a significant proportion of the asset
base of the Group. The charge in respect of periodic depreciation is derived after determining an estimate
of an assets expected useful life and the expected residual value at the end of its life. The useful lives and
residual values of the Group’s assets are determined by the management at the time the asset is acquired
and reviewed periodically, including at each financial year end. The lives are based on historical experience
with similar assets as well as anticipation of future events, which may impact their life, such as changes in
technology.

vi) Impairment testing: Goodwill and Intangible assets recognised on business combination are tested for
impairment at least annually or when events occur or changes in circumstances indicate that the recoverable
amount of the asset or the cash generating unit (CGU) to which these pertain is less than the carrying value.
The recoverable amount of the asset or the cash generating units is higher of value-in-use and fair value less
cost of disposal. The calculation of value in use of a cash generating unit involves use of significant estimates
and assumptions which includes turnover and earnings multiples, growth rates and net margins used to
calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions.

vii) Expected credit losses on financial assets: On application of Ind AS 109, the impairment provisions of
financial assets are based on assumptions about risk of default and expected timing of collection. The Group
uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based
on the Group’s past history of collections, customer’s credit-worthiness, existing market conditions as well
as forward looking estimates at the end of each reporting period.

viii) Research and development credit: Research and development credit, in accordance with Ind AS 20 are
recognised only to the extent there is reasonable assurance that the related conditions will be met and
amounts will be received.

ix) Deferred taxes: Deferred tax is recorded on temporary differences between the tax bases of assets and
liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the
reporting date. The ultimate realisation of deferred tax assets is dependent upon the generation of future
taxable profits during the periods in which those temporary differences and tax loss carry forwards become
deductible. The Group considers the expected reversal of deferred tax liabilities and projected future taxable
income in making this assessment. The amount of the deferred tax assets considered realisable, however,

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Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

could be reduced in the near term if estimates of future taxable income during the carry-forward period are
reduced.

x) Provisions: Provision is recognised when the Group has a present obligation as a result of past event and
it is probable that an outflow of resources will be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions (excluding retirement obligation and compensated expenses) are
not discounted to its present value and are determined based on best estimate required to settle obligation
at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best
estimates.

xi) Share-based payments: At the grant date, fair value of options granted to employees is recognised as
employee expense, with corresponding increase in equity, over the period that the employee become
unconditionally entitled to the option. The increase in equity recognised in connection with share based
payment transaction is presented as a separate component in equity under share option outstanding account.
The amount recognised as expense is adjusted to reflect the impact of the revision in estimates based on
number of options that are expected to vests, in the statement of profit and loss with a corresponding
adjustment to equity.

xii) Leases: Determining the lease term of contracts with renewal and termination options – Group as lessee

Ind AS 116 requires the lessee to determine the lease term as the non-cancellable term of the lease, together
with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Group has several lease contracts that include extension and termination options. The Group applies
judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew
or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to
exercise either the renewal or termination. After the commencement date, the Group reassesses the lease
term if there is a significant event or change in circumstances that is within its control and affects its ability
to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold
improvements or significant customisation to the leased asset).

When it is reasonably certain to exercise extension option and not to exercise termination option, the Group
includes such extended term and ignore termination option in determination of lease term.

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental
borrowing rate (IBR) to measure lease liabilities. The Group has taken indicative rates from its bankers and
used them for Ind AS 116 calculation purposes.

xiii) Estimation uncertainties relating to the Pandemic - COVID -19: The Group has considered the possible
effects that may result from the pandemic relating to COVID-19 on the carrying amounts of receivables,
unbilled revenues, intangibles and goodwill. The Group also assess the effectiveness of hedge transactions
and believes that probability of occurrence of the forecasted transaction is not impacted by the pandemic. In
developing the assumptions relating to the possible future uncertainties in the global economic conditions
because of this pandemic, the Group, as at the date of approval of these financial statements has used
internal and external sources of information including credit reports, related information and economic
forecasts. The Group has performed sensitivity analysis on the assumptions used and based on current
estimates expects that the carrying amount of these assets will be recovered. The impact of COVID-19
on the Group’s financial statements may differ from that estimated as at the date of approval of these
financial statements and the Group will continue to closely monitor any material changes to future economic
conditions.

d. Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Company (its subsidiaries). Control exists when the parent has power over an investee, exposure or rights

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for the year ended March 31, 2021
(` In lakhs)

to variable returns from its involvement with the investee and ability to use its power to affect those returns.
Power is demonstrated through existing rights that give the ability to direct relevant activities, those which
significantly affect the entity’s returns. Subsidiaries are consolidated from the date control commences until the
date control ceases and extent of control is considered based on participative/beneficial rights.

The financial statements of subsidiaries are consolidated on a line-by-line basis and intra-group balances and
transactions including unrealised gain/ loss from such transactions are eliminated upon consolidation. The
financial statements are prepared by applying uniform policies in use at the Group.

e. Summary of Significant accounting policies

i) Functional and Presentation Currency
Items included in the consolidated financial statements of each of the Group’s subsidiaries are measured
using the currency of the primary economic environment in which these entities operate (i.e. the functional
currency). The consolidated financial statements are presented in Indian Rupee (INR), the national currency
of India, which is also the functional currency of the Company.

ii) Foreign currency transactions and balances

Transactions in foreign currency are translated into the respective functional currencies using the exchange
rates prevailing at the dates of the respective transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at the exchange rates prevailing at reporting
date of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated
statement of profit and loss and reported within foreign exchange gains/ (losses).

Non-monetary assets and liabilities denominated in a foreign currency and measured at historical cost are
translated at the exchange rate prevalent at the date of transaction.

For the purposes of presenting the consolidated financial statements assets and liabilities of Group’s foreign
operations with functional currency different from the Company are translated into Company’s functional
currency i.e. INR using exchange rates prevailing at the end of each reporting period. Income and expense
items are translated at the average exchange rates for the period. Exchange differences arising, if any, are
recognised in other comprehensive income and accumulated in 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.

iii)
Financial instruments
A. Initial Recognition and Measurement
The Group recognizes financial assets and liabilities when it becomes a party to the contractual
provisions of the instrument. All financial assets and liabilities are recognised at fair value on initial
recognition, except for trade receivables which are initially measured at transaction price. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and liabilities that are
not measured at fair value through profit or loss are added to the fair value on initial recognition.
Regular purchase and sale of financial assets are recognised on the trade date.

B. Subsequent Measurement
1. Non-Derivative Financial Instruments

a. Financial Assets Carried at Amortised Cost

A financial asset is subsequently measured at amortised cost if it is held within a business model
whose objective is to hold the asset in order to collect contractual cash flows and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding. Financial assets are subsequently
measured at amortised cost using the effective interest rate method less impairment losses, if any.

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Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

b. Financial Assets at Fair Value Through Other Comprehensive Income (FVOCI)

 A financial asset is subsequently measured at fair value through other comprehensive income
if it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets and the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding. The group has made an irrevocable election to present subsequent changes
in the fair value of certain mutual funds in other comprehensive income.

Further in cases where the Company has made an irrevocable election based on its business
model, for its investment which are classified as equity instruments, the subsequent changes in fair
value are recognised in OCI. On sale of such equity instruments the accumulated balance of ‘OCI’
is transferred to retained earnings.

c. Financial Assets at Fair Value Through Profit or Loss (FVTPL)

A financial asset which is not classified in any of the above categories are subsequently fair valued
through profit or loss.

d.
Financial Liabilities

Financial liabilities are subsequently carried at amortised cost using the effective interest method,
except for contingent consideration recognised in a business combination which is subsequently
measured at fair value through profit and loss. For trade and other payables maturing within one
year from the Balance Sheet date, the carrying amounts approximate the fair value due to the
short maturity of these instruments.

e. Derivative Financial Instruments

The Group holds derivative financial instruments such as foreign exchange forward contracts to
mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty
for these contracts is generally a bank.

Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are
recognised 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 recognised in the consolidated statement of profit and loss. These derivative
instruments are designated as cash flow hedge.

The hedge accounting is discontinued when the hedging instruments expires or is sold, terminated
or no longer qualifies for hedge accounting and the cumulative gain and loss on the hedging
instruments recognised in hedging reserve, till the price hedge was effective, remains in cash flow
hedge reserve until the forecasted transaction occurs. The cumulative gain and loss previously
recognised in the cash flows hedging reserve is transferred to profit and loss upon the occurrence
of related forecasted transactions.

Derivative financial instruments which are not designated as hedge are recognised initially at fair
value and subsequently any changes to the fair value are recognised in statement of profit and
loss.

C. Derecognition of Financial Instruments

The Group derecognises a financial asset when the contractual right to receive the cash flows from the
financial asset expire or it transfers the financial asset.

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Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or
expires.

Offsetting of financial instruments: Financial assets and financial liabilities are offset and the net amount
is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.

iv) Property, Plant and Equipment (PPE)

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, if any.
Costs directly attributable to acquisition are capitalised until the property, plant and equipment are ready
for use, as intended by management. The cost of property, plant and equipment acquired in a business
combination is recorded at fair value on the date of acquisition.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising
on derecognition of the asset is included in the Statement of Profit or Loss when the asset is derecognised.

The Group depreciates property, plant and equipment over their estimated useful lives using the straight-line
method. The estimated useful lives of assets are as follows:

Category Useful Life

Building 25-30 years
Computers 2-4 years
Plant and equipment 2-5 years
Furniture and fixtures 5 years
Office equipment 5 years
Vehicles 4-5 years
Leasehold improvement 5-15 years or the primary period of lease whichever is less
Leasehold land Lease Term ranging from 95-99 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation on
addition/ disposal is calculated pro-rata from the date of such addition/disposal.

v) Intangible assets
Intangible assets (having a finite useful life) are stated at cost less accumulated amortisation and impairment
if any. Intangible assets are amortised over their respective estimated useful life on a straight line basis.

Estimated useful life reflects the manner in which the economic benefit is expected to be generated from
that individual intangible asset.

The estimated useful life of amortisable intangibles are reviewed and where appropriate are adjusted,
annually.

The estimated useful lives of the amortisable intangible assets for the current and comparative periods are
as follows:

Category Useful Life

Computer Software 1-5 years
Customer Contracts 1-3 years
Customer Relationships 7-15 years

Refer (viii) below for goodwill

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Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

vi) Investment Property

Property that is held either for long term rental yield or for capital appreciation or both, but not for sale in
ordinary course of the business, use in the production or supply of goods or services or for administrative
purposes is classified as investment property. Upon initial recognition, an investment property is measured at
cost. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation
and accumulated impairment, if any. Depreciation is provided in the same manner as property, plant and
equipment.

Any gain or loss on disposal of an investment property is recognised in profit and loss.

vii)
Leases
The group has applied Ind AS 116 with effect from April 1, 2019, using the modified retrospective approach
and therefore the comparative information was not been restated and continued to be reported under Ind
AS 17.

As a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and
right-of-use assets representing the right to use the underlying assets.
a. Right of use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and
lease payments made at or before the commencement date less any lease incentives received. Right-of-
use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated
useful lives of the assets.
b. Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments that
depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The
lease payments also include the exercise price of a purchase option reasonably certain to be exercised
by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group
exercising the option to terminate. Variable lease payments that do not depend on an index or a rate
are recognised as expenses in the period in which the event or condition that triggers the payment
occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g.,
changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
c. Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery
and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement

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Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of laptops, lease-lines, office furniture and equipment that are considered to
be low value. Lease payments on short-term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.

As a lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership
of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis
over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental
income. Contingent rents are recognised as revenue in the period in which they are earned.

viii)
Business combination
Business combinations are accounted for using the acquisition method under the provisions of Ind AS 103,
Business Combinations. The cost of an acquisition is measured at the fair value of the assets transferred,
equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on
which control is transferred to the Group.

For convenience, an acquisition date may be considered to be at the beginning or end of a month, in which
the control is acquired rather than the actual acquisition date, unless events between the ‘convenience’
date and the actual acquisition date result in material changes in the amounts recognised. The cost of
acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired, liabilities
and contingent liabilities assumed in a business combination are measured initially at their fair value on the
date of acquisition.

Contingent consideration is remeasured at fair value at each reporting date and any changes in the fair value
are recognised in the Consolidated Statement of Profit and Loss.

The interest of non-controlling shareholders is initially measured at fair value as on the acquisition date.
Subsequent to acquisition, the carrying amount of non-controlling interest is the amount of those interests
at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests even if it results in the non-controlling
interest having a deficit balance.

Put option: The holding company has written a put option over the equity instrument of a subsidiary, where
the holders (non-controlling interests) of that instrument have the right to put their instrument back to the
Group at its fair value on specified dates. The amount that may become payable at each reporting date
under the option on exercise is recognised at present value as a written put option financial liability with a
corresponding charge directly to equity.

Acquisition costs that the Group incurs in connection with a business combination are expensed as incurred.

Goodwill: Goodwill represents the excess of the cost of an acquisition over the fair value of the Company’s
share of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is measured
at cost less accumulated impairment losses. Goodwill is allocated to the cash-generating units (CGU)
expected to benefit from the synergies of the combination for the purpose of impairment testing. A CGU is
the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash
inflows from other assets or group of assets.

For the purpose of impairment testing, goodwill is allocated to a Cash generating unit (CGU) representing
the lowest level within the group at which goodwill is monitored for internal management purposes, and
which is not higher than the group operating segment. Goodwill is tested for impairment at least annually
or whenever there is an indication that goodwill may be impaired. For goodwill impairment testing, the
carrying amount of CGU’s (including allocated goodwill) is compared with its recoverable amount by the
Group. The recoverable amount of a CGU is the higher of its fair value less cost to sell or its value in use.

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Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Total impairment loss of a CGU is allocated first to reduce the carrying amount of goodwill allocated to the
CGU and then to other assets of the CGU pro rata on the basis of the carrying amount of such assets in
CGU.

ix) Impairment of assets

a. Non Financial Assets
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events
or changes in circumstances indicate that their carrying amounts may not be recoverable. For the
purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell
and the value in-use) is determined on an individual asset basis unless the asset does not generate cash
flows that are largely independent of those from other assets. In such cases, the recoverable amount is
determined for the Cash Generating Unit to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognised in the Statement of Profit
and Loss is measured by the amount by which the carrying value of the assets exceeds the estimated
recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss
if there has been a change in the estimates used to determine the recoverable amount. The carrying
amount of the asset is increased to its revised recoverable amount, provided that this amount does not
exceed the carrying amount that would have been determined (net of any accumulated amortisation or
depreciation) had no impairment loss been recognised for the asset in prior years.

b. Financial instrument
The Group recognise loss allowances using the expected credit loss (ECL) model for financial assets or
group of financial assets. Loss allowances for trade receivables with no significant financing component
is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are
measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life
time expected credit losses if the credit risk on the financial asset has increased significantly since initial
recognition.

x) Employee Benefits
A. Long Term Employee Benefits
(a)
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 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
and branches in foreign jurisdictions, 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.
(b)
Defined Benefit Plan

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/Assets for defined benefit plans are recognised on the basis of
actuarial valuations, as at the Balance Sheet date, carried out by an independent actuary which
is the net of the present value of defined obligation and the fair value of the plan assets. The
actuarial valuation method used by independent actuary for measuring the liability is the projected
unit credit method.

Actuarial gains or losses are recognised in other comprehensive income.  Further, the profit or loss
does not include an expected return on plan assets. Instead net interest recognised in profit or loss
is calculated by applying the discount rate used to measure the defined benefit obligation to the
net defined benefit liability or asset. The discount rate used is with reference to market yields on

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for the year ended March 31, 2021
(` In lakhs)

Government Bonds for a term approximating with the term of related obligation. The actual return
on the plan assets above or below the discount rate is recognised as part of re-measurement of
net defined liability or asset through other comprehensive income.

Remeasurements comprising of actuarial gains or losses and return on plan assets (excluding
amounts included in net interest on the net defined benefit liability) are not reclassified to profit
or loss in subsequent periods.

The Group has other defined benefit plans for subsidiaries operating outside India as per respective
local laws. The amount of liability in respect of these plans is recognised based on actuarial
valuation.
(c) Other long-term employee benefits

 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. Employees are entitled to accumulate leave balance up
to the upper limit as per the Group’s policies which can be carried forward perpetually. Leave
encashment for employees gets triggered on an annual basis, if the accumulated leave balance
exceeds the upper limit of leave. Further, at the time of retirement or death while in employment
or on termination of employment leave encashment vests equivalent to salary payable for number
of days of accumulated leave balance. Liability for such benefits is provided on the basis of
actuarial valuations, as at the Balance Sheet date, carried out by an independent actuary using the
projected unit credit method.

B. Short-term employee benefits

The undiscounted amount of short term employee benefits expected to be paid in exchange for the
services rendered by employees is recognised in the year during which the employee rendered the
services. These benefits comprise compensated absences such as paid annual leave and performance
incentives.

C. Termination benefits
Termination benefits including those in the nature of voluntary retirement benefits or those arising
from restructuring, are recognised in the Statement of Profit and Loss when the Group has a present
obligation as a result of past event, when a reliable estimate can be made of the amount of the
obligation and it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligations.

xi) Share Based Payment

The Group determines the compensation cost based on the fair value method in accordance with Ind AS 102
share based payment. The Group grants options to its employees which will be vested in a graded manner
and are to be exercised within a specified period. The compensation cost is amortised on a graded basis over
the vesting period. The share based compensation expense is determined based on the Group’s estimate of
equity instruments that will eventually vest.

The amounts recognised in share options outstanding account are transferred to share capital and securities
premium upon exercise of stock options by employees. Where employee stock options lapse after vesting,
an amount equivalent to the cumulative cost for the lapsed option is transferred from ‘Shares options
outstanding account’ to retained earnings.

xii) Provisions & Contingent Liabilities

Provisions are recognised when the Group has a present obligation as a result of past events, for which it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate of the amount can be made. A disclosure for a contingent liability is made where

282 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

there is a possible obligation that arises from past events and 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 the past events where it is either not probable that an
outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot
be made. Provisions are reviewed regularly and are adjusted where necessary to reflect the current best
estimates of the obligation. Where the Group expects a provision to be reimbursed, the reimbursement is
recognised as a separate asset, only when such reimbursement is virtually certain.

xiii)
Revenue Recognition
The Group derives revenue primarily from Information Technology services which includes IT Outsourcing
services, support and maintenance services. The Group recognises revenue over time, over the period of the
contract, on transfer control of deliverables (products, solutions and services) to its customers in an amount
reflecting the consideration to which the Group expects to be entitled. To recognise revenues, Group applies
the following five step approach: (1) identify the contract with a customer, (2) identify the performance
obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the
performance obligations in the contract, and (5) recognise revenues when a performance obligation is
satisfied.

Group accounts for a contract when it has approval and commitment from all parties, the rights of the
parties are identified, payment terms are identified, the contract has commercial substance and collectability
of consideration is probable.

Fixed Price contracts related to Application development, consulting and other services are single performance
obligation or a stand-ready performance obligation, which in either case is comprised of a series of distinct
services that are substantially the same and have the same pattern of transfer to the customer (i.e. distinct
days or months of service). Revenue is recognised in accordance with the method prescribed for measuring
progress i.e. percentage of completion method. Percentage of completion is determined based on project
costs incurred to date as a percentage of total estimated project costs required to complete the project. The
cost expended (or input) method has been used to measure progress towards completion as there is a direct
relationship between input and productivity. The estimates are evaluated at every reporting period and the
revisions on account of changes in estimates are recognised prospectively in the period in which the changes
are effected. Revenues relating to time and material contracts are recognised as the related services are
rendered.
Multiple element arrangements-
In contracts with multiple performance obligations, Group accounts for individual performance obligations
separately if they are distinct and allocate the transaction price to each performance obligation based on
its relative standalone selling price out of total consideration of the contract. Standalone selling price is
determined utilizing observable prices to the extent available. If the standalone selling price for a performance
obligation is not directly observable, Group uses expected cost plus margin approach.
IT support and maintenance-
Contracts related maintenance and support services are time and material based. In these contracts, the
performance obligations are satisfied, and revenues are recognised, over time as the services are provided.
Revenue from maintenance contracts is recognised rateably over the period of the contract because the
Group transfers the control evenly by providing a service.

The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new
performance obligations that are satisfied over the term with the revenues recognised rateably over the
term.

Contracts may include incentives, service penalties and rewards from bonus. The Group includes an estimate
of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of

283
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration
is resolved.

Any modification or change in existing performance obligations is assessed whether the services are added
to the existing contract or not. The distinct services are accounted for as a new contract and services which
are not distinct are accounted for on a cumulative catch-up basis.

Trade Receivable, net is primarily comprised of billed and unbilled receivables (i.e. only the passage of time
is required before payment is due) for which the group has an unconditional right to consideration, net of
an allowance for doubtful accounts. A contract asset is a right to consideration that is conditional upon
factors other than the passage of time. Contract assets are presented in Other current assets to the financial
statements and primarily relate to unbilled amounts on fixed-price contracts utilizing the cost to cost method
i.e. percentage of completion method (POCM) of revenue recognition. Contract liabilities consist of advance
payments and billings in excess of revenues recognised.

The difference between opening and closing balance of the contract assets and liabilities results from the
timing differences between the performances obligation and customer payments.

Cost to fulfil the contracts- Recurring operating costs for contracts with customers are recognised as incurred.
Non recurring cost and additional cost like sales commission are due for payment only if related revenue is
billed, these costs are expensed off in proportion to the revenue recognised during the year.

Revenue recognition excludes any government taxes but includes reimbursement of out of pocket expenses.

Provision of onerous contract are recognised when the expected benefits to be derived by the group from
a contract are lower than the unavoidable cost of meeting the future obligation under the contract. The
provision is measured at present value of the lower of the expected cost of terminating the contract and
the expected net cost of continuing with the contract. Before a provision is established group recognises
impairment loss on the assets associated with the contract.

The Group has evaluated the impact of COVID-19 resulting from (i) the possibility of constraints to render
services which may require revision of estimated costs to complete the contract because of additional efforts;
(ii) onerous obligations; (iii) penalties relating to breaches of service-level agreements, and (iv) termination
or deferment of contracts by customers. The Group has concluded that the impact of COVID-19 is not
material based on these estimates. Due to the nature of the pandemic, the Group will continue to monitor
developments to identify significant uncertainties relating to revenue in future periods.

xiv)
Income Tax
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. Deferred tax is recognised on timing differences
between the accounting base and the taxable base for the year and quantified using the tax rates and tax
laws enacted or substantively enacted as on the Balance Sheet date.

Significant judgments are involved in determining the provision for income taxes including judgment on
whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve
complex issues, which can only be resolved over extended time periods. The recognition of taxes that are
subject to certain legal or economic limits or uncertainties is assessed individually by management based
on the specific facts and circumstances. Though the Company has considered all these issues in estimating
its income taxes, there could be an unfavourable resolution of such issues that may affect results of the
Company’s operations.

Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and
liabilities are recognised for deductible and taxable temporary differences arising between the tax base of
assets and liabilities and their carrying amount in financial statements, except when the deferred income tax
arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business
combination and affects neither accounting nor taxable profits or loss at the time of the transaction.

Deferred income tax asset (including Minimum Alternative Tax (MAT) credit) is recognised to the extent that
it is probable that taxable profit will be available against which the deductible temporary differences, and
the carry forward of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities

284 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

are recognised for all taxable temporary differences.

Current tax and deferred tax assets and liabilities are offset when there is a legally enforceable right to set
off the recognised amount and there is an intention to settle the asset and liability on a net basis.

xv)
Other Income
Other income comprises interest income on deposits, research and development credits, dividend income
and gains / (losses) on disposal of investments except investments fair value through OCI. Interest income
is recognised using the effective interest method. Dividend income is recognised when the right to receive
payment is established.

xvi) Finance / borrowing costs

Finance costs comprises interest cost on borrowings, gain or losses arising on re-measurement of financial
assets at FVTPL, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in
fair value and gains/ (losses) on settlement of related derivative instruments. Borrowing costs that are not
directly attributable to a qualifying asset are recognised in the statement of profit and loss using the effective
interest method.

xvii) Government grants

Grants / assistance from the government are recognised at their fair value where there is reasonable assurance
that the grant will be received and the Company will comply with all attached conditions. Grants related
to income (revenue in nature) are presented as part of the profit or loss as a deduction while reporting the
related expense.

xviii) Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
Shareholders of the Group by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable
to equity Shareholders of the Group and the weighted average number of shares outstanding during the
period, are adjusted for the effects of all dilutive potential equity shares.

xvix) Cash and cash equivalent

Cash and cash equivalents include cash in hand, demand deposits with banks and other short term highly
liquid investments with original maturities of three months or less.

xx) Restructuring provision

On an ongoing basis, management assesses the profitability of a business and possibly may decide to
restructure the operations of such businesses.

Severance liabilities as a result of reduction in work force are recognised when they are determined to be
probable and estimable and create a constructive obligation about the execution of plan. Other liabilities
for costs associated with restructuring activity are recognised when the liability is incurred, instead of upon
commitment of a plan.

Significant assumptions are used in determining the amount of the estimated liability for restructuring. If the
assumptions regarding early termination and the timing prove to be inaccurate, Company may be required
to record additional losses, or conversely, a future gain.

xxi)
Recent Announcements
On March 24, 2021, the Ministry of Corporate Affairs (MCA) through a notification, amended Schedule III
of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable
from April 1, 2021. The amendments are extensive and the Company will evaluate the same to give effect
to them as required by law.

285
286
3(a)(i) Property, plant and equipment
Gross Value (at cost) Depreciation / Amortisation Net Value
As at April Additions Foreign Deletions / As at As at April For the Foreign Deletions / As at As at As at (` In lakhs)
1, 2020 Exchange adjustment March 31, 1, 2020 year Exchange adjustment March 31, March 31, March 31,
Translation 2021 Translation 2021 2021 2020
Adjustments Adjustments
a. Own assets :
Buildings*^ 5,014 2 33 - 5,049 2,063 202 (0) - 2,265 2,784 2,951
Computers 4,206 756 5 (968) 3,999 3,759 453 21 (951) 3,282 717 447
Plant and equipment 2,297 34 8 (89) 2,250 2,090 92 6 (89) 2,099 151 207
Furniture and fixtures 4,954 2 17 (65) 4,908 4,460 205 16 (65) 4,616 292 494
Vehicles 520 60 (2) (33) 545 280 91 (2) (33) 336 209 240
for the year ended March 31, 2021

Office equipment 2,189 33 1 (54) 2,169 1,569 216 1 (53) 1,733 436 620

Mastek Limited | Annual Report 2020-21

Total ( A ) 19,180 887 62 (1,209) 18,920 14,221 1,259 42 (1,191) 14,331 4,589 4,959
b. Leased assets :
Leasehold land 386 - - - 386 311 4 - - 315 71 75
Leasehold 468 - 6 - 474 368 27 0 - 395 79 100
improvements
Vehicles 104 23 5 (19) 113 96 8 5 (19) 90 23 8
Total ( B ) 958 23 11 (19) 973 775 39 5 (19) 800 173 183
Total ( A + B ) 20,138 910 73 (1,228) 19,893 14,996 1,298 47 (1,210) 15,131 4,762 5,142

3(a)(ii) Other intangible assets

Gross Value (at cost) Depreciation / Amortisation Net Value
Significant accounting policies and Notes to accounts

As at April Additions Foreign Deletions / As at As at April For the Foreign Deletions / As at As at As at

1, 2020 Exchange adjustment March 31, 1, 2020 year Exchange adjustment March 31, March 31, March 31,
Translation 2021 Translation 2021 2021 2020
Adjustments Adjustments
Computer softwares 3,812 396 1 (3,043) 1,166 3,499 416 27 (3,043) 899 267 313
Customer Contracts 1,615 - (38) - 1,577 726 671 (25) - 1,372 204 889
Customer 10,015 - (151) - 9,864 828 1,226 (31) - 2,023 7,842 9,187
Relationships
Total 15,442 396 (188) (3,043) 12,607 5,053 2,313 (29) (3,043) 4,294 8,313 10,389

3(b) Right-of-use assets

Gross Value (at cost) Depreciation / Amortisation Net Value
As at April Additions Foreign Deletions / As at As at April For the Foreign Deletions / As at As at As at
1, 2020 Exchange adjustment March 31, 1, 2020 year Exchange adjustment March 31, March 31, March 31,
Translation 2021 Translation 2021 2021 2020
Adjustments Adjustments
Building 2,802 163 50 (316) 2,699 811 849 16 (120) 1,556 1,143 1,991
Total 2,802 163 50 (316) 2,699 811 849 16 (120) 1,556 1,143 1,991
 3(a)(i) Property, plant and equipment
For previous year ended March 31, 2020
Gross Value (at cost) Depreciation / Amortisation Net Value
(` In lakhs)

As at Addition Other Foreign Deletions / As at As at Accumulated For the Foreign Deletions / As at As at As at

April 1, on business additions exchange adjustment March April 1, depreciation year exchange adjustment March March March
2019 acquisition translation 31, 2020 2019 on business translation 31, 2020 31, 2020 31, 2019
adjustments acquisition adjustments
a. Own assets :
Buildings*^ 4,737 1,413 - - (1,136) 5,014 2,116 420 142 - (615) 2,063 2,951 2,621
Computers 2,948 1,147 135 42 (66) 4,206 2,674 834 286 31 (66) 3,759 447 274
Plant and equipment 2,366 3 19 4 (95) 2,297 2,079 2 99 3 (93) 2,090 207 287
Furniture and fixtures 4,881 384 44 9 (364) 4,954 4,368 219 203 7 (337) 4,460 494 513
Vehicles 383 143 38 4 (48) 520 148 87 83 3 (41) 280 240 235
Office equipment 1,941 342 144 5 (243) 2,189 1,427 210 171 2 (241) 1,569 620 514
for the year ended March 31, 2021

Total ( A ) 17,256 3,432 380 64 (1,952) 19,180 12,812 1,772 984 46 (1,393) 14,221 4,959 4,444
b. Leased assets :
Leasehold land 386 - - - - 386 311 - - - - 311 75 75
Leasehold 370 - 92 6 - 468 347 - 19 2 - 368 100 23
improvements
Vehicles 115 - - - (11) 104 102 - 5 - (11) 96 8 13
Total ( B ) 871 - 92 6 (11) 958 760 - 24 2 (11) 775 183 111
Total ( A + B ) 18,127 3,432 472 70 (1,963) 20,138 13,572 1,772 1,008 48 (1,404) 14,996 5,142 4,555

3(a)(ii) Other intangible assets

Gross Value (at cost) Depreciation / Amortisation Net Value
As at Addition Other Foreign Deletions / As at As at Accumulated For the Foreign Deletions / As at As at As at
April 1, on business additions exchange adjustment March April 1, amortisation year exchange adjustment March March March
2019 acquisition translation 31, 2020 2019 on business translation 31, 2020 31, 2020 31, 2019
Significant accounting policies and Notes to accounts

adjustments acquisition adjustments

Computer softwares 3,358 32 408 14 - 3,812 3,078 24 386 11 - 3,499 313 280
Customer contracts 595 964 - 56 - 1,615 595 - 75 56 - 726 889 -
Customer relationships 2,586 7,188 - 241 - 10,015 434 - 340 54 - 828 9,187 2,152
Total 6,539 8,184 408 311 - 15,442 4,107 24 801 121 - 5,053 10,389 2,432

3(b) Right-of-use assets

Gross Value (at cost) Depreciation / Amortisation Net Value
As at Addition Other Foreign Deletions / As at As at Accumulated For the Foreign Deletions / As at As at As at
April 1, on business additions exchange adjustment March April 1, depreciation year exchange adjustment March March March
2019 acquisition translation 31, 2020 2019 on business translation 31, 2020 31, 2020 31, 2019
adjustments acquisition adjustments
Building - 768 1,964 70 - 2,802 - 141 644 26 - 811 1,991 -
Total - 768 1,964 70 - 2,802 - 141 644 26 - 811 1,991 -

* For the year ended March 31, 2021 and March 31, 2020 Buildings include Pune and Chennai property mortgaged as security for loan availed by subsidiary.
^ During the year ended March 31, 2020, the Pune property has been sublet, accordingly gross value of ` 1,134 lakhs and accumulated depreciation of ` 613 lakhs has been
reclassified as investment property

287
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

3(c) Goodwill
As at As at
March 31, 2021 March 31, 2020
Carrying value at the beginning 67,667 9,752
Goodwill on acquisition - 56,419
Translation differences including Adjustments (1,655) 1,496
Carrying value at the end 66,012 67,667
Impairment
i) Goodwill having a carrying value of ` 66,012 lakhs includes Goodwill of ` 10,276 lakhs on Taistech US Group which
has been allocated to the Mastek US business (CGU) and ` 55,736 lakhs which has been allocated to the Evosys
business (CGU). The estimated value-in-use of both CGU, is based on the present value of the future cash flows
using a 3% and 5% respectively, annual growth rate for periods subsequent to the forecast period of 5 years and
discount rate of 11.70% and 15.75% respectively. An analysis of the sensitivity of the computation to a change in key
parameters (Growth rate and discount rate), based on reasonable assumptions, did not identify any probable scenario
in which the recoverable amount of the CGU would decrease below its carrying amount.

ii) Also refer note 33 for goodwill on business combinations during the year ended March 31, 2020.

288 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Non-current assets
3(d). Investment property
As at As at
March 31, 2021 March 31, 2020
(A) Investment property (at cost less accumulated depreciation) *
Gross value (at cost)
Opening 1,136 2
Additions - 1,134
Closing 1,136 1,136
Accumulated depreciation
Opening 651 2
Depreciation on transfer from property, plant and equipment - 613
Depreciation for the year 35 36
Closing 686 651
Net value 450 485
Aggregate amount of investment property
* Fair Value of the investment property as at March 31, 2021 is ` 4,603 lakhs (` 4,975 lakhs as at March 31, 2020).
* During the year ended March 31, 2020 the Pune property had been sublet, accordingly Gross block of ` 1,134 lakhs and accumulated
depreciation of ` 613 lakhs has been re-classified from property, plant and equipment.

4 Financial assets
a. Investments
As at As at
March 31, 2021 March 31, 2020
(A) Investment in equity instrument (FVOCI) (quoted)
Investment in Majesco USA - 8,338
NIL ( March 31, 2020 - 2,018,192),- Equity Shares of US $ 0.002 each,
fully paid up
(B) Investment in share warrant at FVTPL (unquoted):
Investment in Cashless Technologies India Private Limited - -
Share warrants (March 31, 2021- 8,000,000, March 31, 2020 - 8,000,000)
(C) Investment in mutual funds (unquoted):
Kotak Corporate Bond Fund - Standard Growth (Regular plan) 504 468
(17,391 units, March 31, 2020 - 17,391 units)
ICICI Prudential Corporate Bond Fund - Growth 1,427 1,310
(6,291,134 units, March 31, 2020 - 6,291,134 units)
HDFC Short Term Debt Fund - Regular Plan - Growth 1,462 1,347
(5,949,282 units, March 31, 2020 - 5,949,282 units)
HDFC Ultra Short Term Fund - Reg Growth 16 15
(133,410 units, March 31, 2020 - 133,410 units)
IDFC Low Duration Fund -Growth 601 568
(1,987,665 units, March 31, 2020 - 1,987,665 units)
4,010 3,708

289
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

As at As at
March 31, 2021 March 31, 2020
(D) Investment in bonds at cost (unquoted):
9.21% bond with Punjab National Bank - 50
10.90% bond with Punjab & Sind Bank 56 -
8.50% bond with State Bank of India 53 56
109 106
(E) Investment in term deposit at cost (unquoted):
Term deposit with Bank of India - 30
- 30
Total (A + B + C+ D + E) 4,119 12,182
Aggregate market value of quoted investments (A) - 8,338
Aggregate market value of unquoted investments (B+C+D+E) 4,119 3,844

b. Loans
As at As at
March 31, 2021 March 31, 2020
Unsecured, Considered good
Security deposits 277 190
277 190

c. Other financial assets

As at As at
March 31, 2021 March 31, 2020
Advances to employees 38 38
Margin money deposits 1,828 421
1,866 459

5 Other non-current assets

As at As at
March 31, 2021 March 31, 2020
Capital advances - 8
Prepaid expenses 35 15
Other loans and advances
Other advances 96 96
131 119

290 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Current assets
6 Financial assets
a. Investments
As at March 31, 2021 As at March 31, 2020
Units Amount Units Amount
(i) Investment in mutual funds
Investment in mutual funds at FVTPL (unquoted):
Aditya Birla Sun Life Liquid Fund - Regular - Growth 6,044 20 194,879 617
Axis Liquid Fund - Growth - - 1,358 30
Kotak Liquid Regular Plan - Growth 1,390 58 1,390 56
HDFC Liquid Fund - Growth - - 995 39
Aditya Birla Sun Life Money Manager Fund-Regular 830,342 2,366 391,113 1,053
ICICI Prudential Money Market Fund - Regular Growth 379,689 1,113 143,812 399
ICICI Prudential Liquid Fund - Regular - Growth - - 109,722 321
Kotak Money Market Scheme-Regular-Growth 61,587 2,135 55,783 1,841
HDFC Money Market Fund-Growth 59,378 2,623 43,145 1,801
UTI Money Market Fund IP -Growth 5,876 140 5,876 132
IDFC Cash Fund -Growth- Regular Plan - - 9,882 236
Aditya Birla Sun Life Overnight Fund - Growth - - 10,754 116
Kotak Equity Arbitrage -Growth 1,032,537 300 - -
Total (A) 8,755 6,641
Investment in mutual funds at FVOCI (unquoted):
Kotak Corporate Bond Fund Standard Growth (Regular Plan) 41,894 1,215 41,894 1,127
IDFC Corporate Bond Fund Regular Plan Growth 1,499,617 225 1,499,617 207
Aditya Birla Sun Life Floating Rate Fund - Long Term Plan - 122,776 326 122,776 305
Regular - Growth
ICICI Prudential Saving fund - - 459,480 1,780
Kotak Savings Fund-Growth 2,017,768 680 2,017,768 648
Kotak Bond Fund - Short Term - Regular Plan - Growth 1,981,675 810 - -
HDFC Corporate Bond Fund - Regular Plan - Growth 1,859,914 464 - -
HDFC Ultra Short Term Fund - Reg Gr 8,473,819 1,004 - -
ICICI Ultra Short Term Fund- Growth 3,709,306 800 - -
Total (B) 5,524 4,067
Total (A+B) 14,279 10,708
(ii) Investment in term deposit (unquoted):
Term deposit with PNB Housing Finance Limited - 700
Term deposit with Ujjivan Small Finance Bank Limited - 250
Term deposit with HDFC Limited 1,298 1,100
Term deposit with Standard Chartered Bank Limited 25 25
Term deposit with LIC Housing Finance Limited 2,150 250
Term deposit with Bajaj Finance Limited - 400
Term deposit with Commercial Bank of Dubai 492 1,597
Term deposit with Axis Bank 117 337
Term deposit with ICICI Bank Limited 699 1
Term deposit with Bank of America 7 8
Term deposit with ICICI Home Finance Co. Limited 636 -
Term Deposit with Australia and New Zealand Bank 1,671 -
Term Deposit with Bank of India 30 -
Total 7,125 4,668
(C) Investment in bonds at amortised cost (unquoted):
9.21% Bond with Punjab National Bank 50 -
50 -

291
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

As at March 31, 2021 As at March 31, 2020

Units Amount Units Amount
Aggregate amount of unquoted investments in mutual 14,279 10,708
funds (A+B)
Aggregate amount of unquoted investment in term deposits 7,125 4,668
(C)
Aggregate amount of unquoted investment in bonds (D) 50 -
Grand Total 21,454 15,376

b. Trade receivables (Unsecured)

As at As at
March 31, 2021 March 31, 2020
Trade receivables, considered good 37,488 31,572
Trade receivables which have significant increase in Credit Risk 3,047 4,493
Trade receivables- Credit impaired - -
Less: Allowance for doubtful debts (3,047) (4,493)
Total trade receivables (unsecured) 37,488 31,572
Current portion 37,488 31,572
Non-current portion - -
Break-up of security details
Unsecured, considered good 37,488 31,572
Doubtful 3,047 4,493
Total 40,535 36,065
Allowance for doubtful trade receivables (3,047) (4,493)
Total trade receivables 37,488 31,572

c. Cash and cash equivalents

As at As at
March 31, 2021 March 31, 2020
(i). Cash and cash equivalents
Cash on hand 52 62
Bank balances
In current accounts 49,747 14,326
Fixed deposits 9,290 7,645
59,089 22,033
(ii). Bank balances, other than cash and cash equivalents
Bank balances in unclaimed dividend account 51 64
51 64

d. Loans
As at As at
March 31, 2021 March 31, 2020
Unsecured, Considered good
Security deposits 307 218
307 218

292 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

e. Other financial assets

As at As at
March 31, 2021 March 31, 2020
Advances to employees 68 154
Interest accrued on fixed deposits 173 152
Deposits 212 384
Rent receivables 98 100
Reimbursable expenses receivable 36 58
Foreign exchange forward contract - 30
Others 20 22
607 900

7 Other current assets

As at As at
March 31, 2021 March 31, 2020
Unbilled revenue 13,039 13,054
Prepaid expenses 1,006 622
Input tax credit receivable 1,276 857
Advances to suppliers 432 142
Prepaid rent - 18
Interest accrued on income tax refunds 175 110
R&D credit receivable 1,947 1,376
Others 157 110
18,032 16,289

8 Equity share capital

As at As at
March 31, 2021 March 31, 2020
Authorised:
40,000,000 (March 31, 2020: 40,000,000) equity shares of ` 5/- each 2,000 2,000
2,000,000 (March 31, 2020: 2,000,000) preference shares of ` 100/- each 2,000 2,000
4,000 4,000
Issued, subscribed and fully paid up :
25,232,889 (March 31, 2020: 24,289,472) equity shares of ` 5/- each fully 1,262 1,214
paid
Total 1,262 1,214

293
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

(a) Reconciliation of the number of equity shares outstanding at the beginning and end of the
year are as given below:
Particulars As at March 31, 2021 As at March 31, 2020
No. of shares Amount No. of shares Amount
Equity shares
Balance as at the beginning of the year 24,289,472 1,214 23,972,803 1,199
Add: On account of exercise of employee stock 943,417 48 316,669 15
option plans
Balance as at the end of the year 25,232,889 1,262 24,289,472 1,214

(b) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a face value of ` 5/- per share. Each shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders
at the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts,
in proportion to their shareholding.

(c) Details of shares held by shareholders holding more than 5% of the aggregate shares in the
Company
Name of the shareholder As at March 31, 2021 As at March 31, 2020
No. of shares % of holding No. of shares % of holding
Ashank Desai 3,329,552 13.2% 3,099,552 12.8%
Sudhakar Ram - 0.0% 1,588,680 6.5%
Girija Ram 1,753,280 6.9% - 0.0%
Ketan Mehta 2,274,100 9.0% 2,274,100 9.4%
Radhakrishnan Sundar 1,340,800 5.3% 1,340,800 5.5%

(d) Shares reserved for issue under options

As at As at
March 31, 2021 March 31, 2020
Number of shares to be issued under the employee stock option plans (Refer note 31) 1,147,212 1,975,692

9 Other equity
As at As at
March 31, 2021 March 31, 2020
a) Capital reserve 21 21
Any profit or loss on purchase, sale, issue or cancellation of the
company’s own equity instrument is transferred to capital reserve
b) Capital redemption reserve 1,539 1,539
Non-distributable reserve into which amounts are transferred following
the redemption or purchase of a company’s own shares.
c) Securities premium 4,788 2,716
Amount received (on issue of shares) in excess of the face value has
been classified as securities premium

294 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

As at As at
March 31, 2021 March 31, 2020
d) Share options outstanding account (net of taxes) 2,644 2,087
The share option outstanding account is used to record the value of
equity-settled share based payment transactions with employees. The
amounts recorded in this account are transferred to share capital and
securities premium upon exercise of stock options by employees. In case
of forfeiture, corresponding balance is transferred to retained earnings.
e) General reserve 362 362
This represents appropriation of profit by the company
f) Retained earnings 107,790 65,404
Retained earnings comprises of the prior year’s undistributed earning
after taxes increased by undistributed profits for the year
g) Foreign currency translation reserve (2,415) (821)
Exchange difference relating to the translation of the results and net
assets of the Company’s foreign operations from their functional
currencies to the Company’s presentation currency are recognised directly
in other comprehensive income and accumulated in the foreign currency
translation reserve.
h) Equity instrument through other comprehensive income - 7,419
Changes in the fair value of equity instruments is recognised in equity
instruments through other comprehensive income (net of taxes), and
presented within equity
i) Other items of other comprehensive income 729 1,055
Other items of other comprehensive income consist of FVOCI financial
assets and financial liabilities and remeasurement of defined benefit
assets and liability
j) Equity Shares proposed to be issued (Refer note 33) 19,169 19,169
k) Put option written on Non-Controlling Interest (Refer note 33) (50,035) (21,119)
Other equity 84,592 77,832
l) Non-Controlling Interest (preference shares proposed to be 18,203 13,705
issued) (Refer note 33)
102,795 91,537

9.1 Distributions made and proposed

The Board of Directors at its meeting held on October 30, 2020 had declared an interim dividend of 110% (` 5.5
per equity share of par value of ` 5 each). This has resulted in cash outflow of ` 1,362 Lakhs. Further, the Board of
Directors at its meeting held on April 28, 2021 had recommended a final dividend of 180% (` 9 per equity share of
par value of ` 5 each), which is subject to approval by the shareholders at their ensuing Annual General Meeting.

295
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Non-current Liabilities
10 Financial liabilities
a. Borrowings
As at As at
March 31, 2021 March 31, 2020
Secured
Term loan from Standard Chartered bank (Refer note (a) below) 3,778 5,260
Term loan from Citi bank NA (Refer note (b) below) 15,113 18,701
Vehicle loans from bank (Refer note (c) below) 133 124
19,024 24,085

Nature of security
Nature of security Terms of repayment
(a) (i) Secured by floating charges on Receivables of Payment in eight equal half yearly installments over a period
Mastek (UK) Ltd and their proceeds. of five years starting after the end of 18 months from the
(ii) Secured by mortgage of Pune property of date of disbursement of loan i.e. October 2018 along with
Mastek Limited. interest at 6 months LIBOR + 150 basis points
(iii) Secured by corporate guarantee of GBP 17 Rate of interest @ 1.58 % p.a. as at year end (March 31,
million given by the parent company. 2020 : 2.35 % p.a.)
(b) (i) Secured by floating charges on Receivables of Payment in eight equal half yearly installments over a period
Mastek (UK) Ltd and their proceeds of five years starting after the end of 18 months from the
(ii) Secured by mortgage of Chennai property of date of disbursement of loan i.e. March 2020 along with
Mastek Limited interest at 1 month LIBOR + 190 basis points
(iii) Secured by corporate guarantee of GBP 28 Rate of interest @ 0.9% - 1.04 % p.a. as at year end (March
million given by the company. 31, 2020 : 2.14% - 2.41 % p.a)
(c) Loans from bank are secured by hypothecation of Monthly payment of Equated monthly installments beginning
assets (Vehicles) purchased there against. from the month subsequent to taking the loan along with
interest at 7.7% - 8.25% per annum is payable till May 2026.
(d) The Company has, during the year ended 31 March 2021, availed / renewed certain working capital facilities
from banks against which the security has been created on current assets specified by the bankers. However, no
amounts are outstanding against the same as at 31 March 2021

b. Other financial liabilities

As at As at
March 31, 2021 March 31, 2020
Security and other deposits 153 127
Put option written on Non-Controlling Interest (Refer note 33) 28,042 21,119
Lease liability (Refer note 32) 686 1,243
Foreign exchange forward contract 237 57
29,118 22,546

11 Provisions
As at As at
March 31, 2021 March 31, 2020
Provision for employee benefits
Provision for gratuity (Refer note 23(a)) 1,580 1,080
Provision for other defined benefits (Refer note 23(b)) 787 508
2,367 1,588

296 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Current liabilities
12 Financial liabilities
a. Borrowings
As at As at
March 31, 2021 March 31, 2020
Secured:
Loan from Citi bank NA (Refer note 10(b) above, for security) - 7,480
- 7,480

b. Other financial liabilities

As at As at
March 31, 2021 March 31, 2020
Current maturities of long-term loan (Refer note 10 (a) and 10(b) above, for 6,927 1,753
security)
Current maturities of vehicle loan from bank (Secured) (Refer note 10 (c) 71 54
above, for security)
Lease liability (Refer note 32) 597 857
Interest accrued but not due on borrowings 224 92
Current portion of put option written on Non-Controlling Interest (Refer note 21,993 -
33)
Unclaimed dividends (Refer note (a) below) 51 64
Security and other deposits 2 3
Capital Creditors 142 51
Other payables
Employee benefits payable 8,381 6,808
Accrued expenses 11,866 7,370
Contingent consideration payable on business acquisition 35 -
50,289 17,052

Note:
(a) There is no amount due for payment to Investor Education and Protection Fund under Section 125 of the Companies
Act, 2013 as at March 31, 2021 and March 31, 2020.

13 Other current liabilities

As at As at
March 31, 2021 March 31, 2020
Contract liabilities 6,916 4,791
Advances received from customers 68 -
Deferred rent 40 47
Statutory dues (including stamp duty, provident fund and tax deducted at 6,195 4,590
source)
13,219 9,428

297
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

14 Provisions
As at As at
March 31, 2021 March 31, 2020
Provision for employee benefits
Provision for Gratuity (Refer note 23(a)) 37 -
Provision for other defined benefits (Refer note 23(b)) 60 -
Provision for leave entitlement 1,971 1,712
Other Provision
Provision for cost overrun on contracts* 255 320
2,323 2,032

*Provision for cost overrun on contracts

Particulars March 31, 2021 March 31, 2020

Balance as at beginning of the year 320 275

Add: Provision made / (reversed) during the year (65) 45
Balance as at end of the year 255 320

298 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

15 Revenue from operations

For the For the
year ended year ended
March 31, 2021 March 31, 2020
Information technology services 172,077 106,993
Other operating revenue 109 155
172,186 107,148

Disaggregated Revenue
The table below presents disaggregated revenues from contracts with customers by customer location and service line for
each of the business segments. Company believe this disaggregation best depicts how the nature, amount, timing and
uncertainty of revenues and cash flows are affected by industry, market and other economic factors.

Revenue by geography
For the For the
year ended year ended
March 31, 2021 March 31, 2020
UK & Europe operations 116,089 77,240
North America operations 28,755 24,886
Middle East 18,948 2,354
Others 8,394 2,668
172,186 107,148

Revenue by service line

For the For the
year ended year ended
March 31, 2021 March 31, 2020
Application Development 67,792 47,306
Digital Commerce 17,357 22,453
Application Support & Maintenance 17,561 17,495
ERP & Cloud Migration 60,132 8,694
BI & Analytics 6,635 8,230
Assurance & Testing 2,709 2,970
172,186 107,148

Remaining performance obligation

As of March 31, 2021, the aggregate amount of transaction price allocated to remaining performance obligations,
was ` 74,049 lakhs of which approximately 98% is expected to be recognised as revenues within 3 years. (March 31,
2020 ` 59,830 lakhs)

299
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

16 Other income
For the For the
year ended year ended
March 31, 2021 March 31, 2020
Interest income - On fixed deposits 347 354
- On income tax refunds 65 -
- On others 16 4
Profit on sale of current investments 478 471
Gain on fair valuation of investments 273 196
Rental income 424 264
Profit on sale of property, plant and equipment 18 -
Net gain on foreign currency transactions and translation - 1,373
Dividend Income from current investment - 6
Research & Development credit 972 1,293
Others 198 169
2,791 4,130

17 Employee benefits expenses

For the For the
year ended year ended
March 31, 2021 March 31, 2020
Salaries, wages and performance incentives 79,253 52,666
Gratuity (Refer note 23(a)) 457 321
Other Defined Benefits (Refer note 23(b)) 206 3
Contribution to provident and other funds 5,817 3,026
Employee stock compensation expenses 836 991
Staff welfare expense 1,703 1,407
88,272 58,414

18 Finance costs
For the For the
year ended year ended
March 31, 2021 March 31, 2020
Interest on term loan 515 177
Interest on lease liabilities
Finance lease 13 15
Operating lease (Refer note 32) 132 97
Bank charges 138 30
Other finance charges* 12 43
810 362

*This includes interest on fair value of contingent consideration for the year ended March 31, 2020

300 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

19 Depreciation and amortisation expenses

For the For the
year ended year ended
March 31, 2021 March 31, 2020
Property, plant and equipment 1,298 1,008
Right-of-use assets 849 644
Investment property 35 36
Intangible assets 2,313 801

4,495 2,489

20 Other expenses
For the For the
year ended year ended
March 31, 2021 March 31, 2020
Recruitment and training expenses 1,682 707
Travelling and conveyance 2,123 3,899
Communication charges 538 364
Electricity 199 250
Consultancy and sub-contracting charges 32,085 20,945
Purchase of hardware and software 1,794 308
Rates and taxes 919 355
Repairs to buildings 501 524
Repairs - others 816 804
Insurance 518 200
Printing and stationery 17 65
Professional fees 3,088 2,658
Rent 615 421
Advertisement and publicity 317 363
Net loss on foreign currency transactions and translation 1,385 -
Provision made/(written-back) against receivables, loans and advances (344) 144
doubtful of recovery, net
Hire Charges 14 100
Provision for cost overrun on contracts, net (Refer note 11) - 45
Expenditure towards corporate social responsibility (CSR) activities 226 148
Loss on sale of property, plant and equipment, net - 19
Miscellaneous expenses 974 879
47,467 33,198

301
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

21 Exceptional Items - (loss)/gain, net

For the For the
year ended year ended
March 31, 2021 March 31, 2020
a. Fair value of contingent consideration - 194
b. Legal and professional cost on acquisition - (719)
c. Others - Provision for doubtful debts - (1,882)
- (2,407)
a. Fair value of contingent consideration written back
During the year ended March 31, 2017, the Company had acquired Trans American Information Systems Inc. (TA
USA) and Taistech LLC (TA LLC) for which contingent consideration payable as at March 31, 2018, March 31, 2019
and March 31, 2020 aggregated ` 5,698 lakhs, ` 1,685 lakhs and ` NIL respectively. On account of these operations
achieving lower than the expected targets of revenue and earnings, the amount no longer payable has been written
back during the previous year.

b. Legal and Professional Cost

Legal and professional cost relates to a business combination consummated during the year ended March 2020. (Refer
note 33).

c. Others
Certain customers in India and US were facing financial difficulty, considering the same amount outstanding as on
March 31, 2020 was provided for.

22 Earnings Per Share (EPS)

For the For the
year ended year ended
March 31, 2021 March 31, 2020
The components of basic and diluted earnings per share for total operations
are as follows:
(a) Net income attributable to equity shareholders 20,935 10,886
(b) Weighted average number of outstanding equity shares
Considered for basic EPS 24,652,243 24,077,384
Add : Effect of dilutive potential equity shares arising from outstanding 916,427 1,281,709
stock options
Considered for diluted EPS 25,568,670 25,359,093
(c) Earnings per share in ` (Face value per share ` 5/- each)
Basic 84.92 45.21
Diluted 81.88 42.93

302 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

23 Employee benefit plans

(a) Defined benefit plans
Defined benefit plans includes Gratuity as per Indian law and a similar benefit plan in foreign jurisdiction.
Amount recognised in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows:

Particulars For the For the

year ended year ended
March 31, 2021 March 31, 2020
Gratuity cost
Service cost 392 301
Net interest on net defined liability/(asset) 65 20
Past service cost - -
Net gratuity cost 457 321
Actuarial loss charged to Other Comprehensive Income 123 48
Assumptions
Interest rate 6.35%-6.85% 6.5%-7.77%
Salary increase 6%-10% 6%-10%

The estimates of future salary increases, considered in actuarial valuation, takes into account inflation, seniority,
promotion and other relevant factors such as supply and demand factors in the employment market. The expected
return on plan assets is based on expectation of the average long term rate of return expected on investments of the
fund during the estimated term of the obligations.

Mortality rate is considered as per the published rates under the Indian Assured Lives Mortality (2012-14) Ult table.
Attrition rate varies between 10% to 21%. Mortality and attrition rates were same for the year ended March 31, 2020

The following table sets out the status of gratuity plan

Particulars As at As at
March 31, 2021 March 31, 2020
Obligation at the beginning of the year 2,794 2,147
Add: Balance transferred on account of acquisition - 409
Service cost 392 301
Past service cost - -
Interest cost 171 146
Actuarial loss - financial assumptions 25 146
Actuarial (gain) - experience 108 (95)
Actuarial (gain)- demographic assumptions (0) -
Benefits paid (259) (260)
Obligation at the end of the year 3,231 2,794
Change in plan assets
Plan assets at the beginning of the year, at fair value 1,714 1,814
Employer contribution 44 23
Interest income on plan assets 106 126
Remeasurement on plan assets less interest on plan assets 11 6
Benefits paid (261) (255)
Plan assets at the end of the year, at fair value 1,614 1,714

303
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Historical information
Particulars As at
March March March March March
31, 2021 31, 2020 31, 2019 31, 2018 31, 2017
Present value of defined benefit obligation 3,231 2,794 2,147 1,905 2,017
Fair value of plan assets 1,614 1,714 1,814 1,837 1,855
(Liability) / asset recognised (1,617) (1,080) (333) (68) (162)

The experience adjustments, meaning difference between changes in plan assets and obligations expected on the
basis of actuarial assumption and actual changes in those assets and obligations are as follows:

Particulars As at As at
March 31, 2021 March 31, 2020
Experience adjustment on plan liabilities - loss / (gain) 133 51
Experience adjustment on plan assets - (gain) /loss (11) (6)
Other adjustment - 3

Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other
assumptions constant, would have affected the defined benefit obligation by the amounts shown below:

Particulars As at March 31, 2021 As at March 31, 2020

Increase Decrease Increase Decrease
Discount Rate (50 bps) (125) 149 (110) 125
Salary Growth (50 bps) 130 (114) 114 (103)

The above sensitivity analysis are based on changes in assumptions while holding all other assumptions constant. In
practice this is unlikely to occur and changes in some of the assumptions may be correlated.

Maturity profile of defined benefit obligation:

Particulars As at As at
March 31, 2021 March 31, 2020
1 Year 352 417
2 Year 359 265
3 Year 334 295
4 Year 310 252
5 Year 299 228
6 Year 279 222
7 Year 292 208
8 Year 249 222
9 Year 240 188
10 Year and beyond 3,922 3,629

304 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

i) The Company has setup an income tax approved irrevocable trust fund to finance the plan liability for funded
benefits. The trustees of the trust fund are responsible for the overall governance of the plan. Expected contribution
to the Fund in FY 2021-22 is ` 230 lakhs (FY 2020-21 - ` 230 lakhs).

ii) Plan assets are investment in unquoted insurer managed fund

(b) Other benefit plans in foreign jurisdiction

The following table sets out the status of other benefit plans
Particulars As at As at
March 31, 2021 March 31, 2020
Balance transferred on account of acquisition 508 475
Add: Service cost, net of benefits paid 206 3
Add: Actuarial loss charged to Other Comprehensive Income 184 -
Add: Foreign exchange translation adjustments (51) 30
Closing balance of other benefit plans 847 508
Assumptions
Interest rate 2.52% 2.5%-2.9%
Salary increase 4% 4%

(c) Defined contribution plan

The Group contributed ` 5,817 lakhs for the year ended March 31, 2021 (` 3,026 lakhs March 31, 2020) for the
defined contribution plan. Out of the total contributions, an amount of ` 5,171 lakhs for the year ended March 31,
2021 (` 2,504 lakhs March 31, 2020) is contributed in foreign jurisdictions as per applicable local laws.

24 Income taxes
a) Income tax (credit) / expense in the statement of profit and loss consists of:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Current tax* 8,136 4,081
Income tax relating to earlier years* 753 37
Deferred tax (131) (1,091)
Income tax expense recognised in the statement of profit and 8,758 3,027
loss
Income tax (credit) / expense recognised in other comprehensive 72 13
income:

24.1 * During the year ended March 31, 2021, the holding company has recognised a provision towards the possible
impact of an uncertain tax treatment based on the present status of the on-going proceedings of its Advance Pricing
Arrangement with the tax authorities. Accordingly, ` 730 Lakhs was provided as an impact for prior years, which
will be adjusted based on additional facts and / or ultimate outcome. Current tax expense for the year ended March
31, 2021 includes impact of the same amounting to ` 413 lakhs recognised on a similar basis. The matter is under
discussion between the revenue authorities of the respective countries and pending ultimate conclusion, the holding
company has recognised the provision on a best estimate basis.

305
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

b) The reconciliation between the provision of income tax at the Group level and amounts computed by applying the
Indian statutory income tax rate to profit before taxes is as follows:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Profit before tax 33,933 14,408
Enacted income tax rate in India 29.1% 29.1%
Computed expected tax expense 9,881 4,196
Effect of:
Income tax charge/write back for earlier years 23 37
Tax provision related to Advance Pricing Arrangement 1,143 -
Expenses that are not deductible in determining taxable profit 44 (10)
Tax on income at different tax rates as per respective jurisdictions (2,380) (1,269)
Others 47 73
Total income tax expense recognised in the statement of profit and 8,758 3,027
loss

c) The movement in gross deferred income tax assets and liabilities (before set-off) for the year
ended March 31, 2021 is as follows:
Particulars Carrying Changes Changes Changes Utilisation FCTR Carrying
value as through through through of MAT value as
at April 1, profit and OCI Equity credit* at March
2020 loss 31, 2021
Property, plant and 141 (108) - - - 17 50
equipment and intangible
assets
Provision for doubtful debts 632 (227) - - - (10) 395
Net gain on fair value of (379) (75) (64) - - - (518)
mutual funds
Cash flow hedge (6) - 90 - - - 84
MAT Credit entitlement 1,977 - - - (65) - 1,912
Undistributed Profits of (821) - - - - - (821)
Subsidiaries
Liabilities relating to 471 254 46 - - (1) 770
employee benefits and bonus
Employee share based plan 276 82 - - - 25 383
Excess tax benefits from (137) - - 1,017 - 1 881
exercise of share-based
options (OCI)
Others 149 205 - - - (1) 353
Total 2,303 131 72 1,017 (65) 31 3,489

306 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

25 Related Party Disclosures

Key Management Personnel (KMP): Sudhakar Ram , Vice Chairman and Managing Director (Upto
November 8 , 2020)
Ashank Desai, Vice Chairman and Managing Director ( From
November 8, 2020)
John Owen, Group Chief Executive Officer (Upto January 18, 2021)
Ketan Mehta (From December 29, 2020)
Atul Kanagat, Non Executive Director
Priti Rao, Non Executive Director
S. Sandilya, Non Executive Chairman and Director
Rajeev Grover, Non Executive Director
Abhishek Singh, Chief Financial Officer (Upto November 30, 2020)
Dinesh Kalani, Company Secretary
Enterprise where KMP has control: Cashless Technologies India Private Limited (Upto November 8, 2020)

i) Transaction with key managerial person

Particulars For the For the

year ended year ended
March 31, 2021 March 31, 2020
Salaries and other employee benefits* 656 862
Share based payment transactions 202 37
Director sitting fees 92 86
Director commission paid 18 30
Total compensation paid to key management personnel 968 1,015
*Does not include post-employment benefits based on actuarial valuation as this is computed for the company as a whole.

26 Segment reporting
The CEO of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108,
Operating Segments. The CODM evaluates the Group’s performance and allocates resources based on an analysis of
various performance indicators by geographical information. Accordingly, segment information has been presented for
geographies where group operates.

The organisational and reporting structure of the Group is based on geographical concept. Geographies are the operating
segments for which separate financial information is available and for which operating results are evaluated regularly by
CODM in deciding how to allocate resources and in assessing performance. The Group’s primary reportable segments
consist of four different geographies which are based on the risks and returns in different geographies and the location of
the customers: North America Operations, UK Operations, Middle-East and Others. Other segment includes India, Australia,
Malaysia and Singapore.

Income and direct expenses in relation to segments are categorized based on items that are individually identifiable to
that segment, while the remainder of costs are apportioned on an appropriate basis. Certain income and expenses are
not specifically allocable to individual segments as the underlying services are used interchangeably. The management
therefore believes that it is not practical to provide segment disclosures relating to such expenses and accordingly such
expenses are separately disclosed as “unallocated” and directly charged against total income.

Property, Plant and Equipment used in the Group’s business or liabilities contracted have not been identified to any
of the reportable segments, as the Property, Plant and Equipment and the support services are used interchangeably
between segments. Accordingly disclosures relating to total segment assets and liabilities are not practicable. Geographical
information on revenue and industry revenue information is collated based on individual customers invoices or in relation
to which the revenue is otherwise recognised.

307
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Particulars For the For the

year ended year ended
March 31, 2021 March 31, 2020
Segment Revenue
UK & Europe operations 116,089 77,240
North America operations 28,755 24,886
Middle East 18,948 2,354
Others 8,394 2,668
Revenue from operations 172,186 107,148

Segment Results profit before exceptional item, tax and finance cost
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Segment Results profit before exceptional item, tax and finance cost
UK & Europe operations 26,745 13,074
North America operations 4,312 2,117
Middle East 3,950 628
Others 1,520 (1,289)
Total 36,527 14,530
Less : i Finance costs 810 362
Less : ii Other un-allocable expenditure net of un-allocable (income) 1,784 (2,647)
Profit from ordinary activities after finance costs but before exceptional 33,933 16,815
Items
Exceptional items - (loss) / gain, net (Refer note 21)
UK & Europe operations - -
North America operations - (1,037)
Others - (1,370)
Exceptional (loss) / gain, net - (2,407)
Profit before tax 33,933 14,408

Revenues and expenses directly attributable to segments are reported under each reportable segment. All other costs
i.e. corporate costs and support function costs, which are not directly attributable or allocable to segments have been
disclosed as common unallocable charges, net. Similarly revenues and income not allocable to segments are disclosed as
net of unallocable expenditure. Property, Plant and Equipment used in the Group’s business or liabilities contracted have
not been identified to any of the reportable segments, as the Property, Plant and Equipment and the support services are
used interchangeably between segments. Accordingly disclosures relating to total segment assets and liabilities are not
practicable.

The accounting policies consistently used in the preparation of the consolidated financial statements are also applied to
item of revenue and expenditure in individual segment.

308 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

27 Financial instrument
The carrying value and fair value of financial instruments by categories as at March 31, 2021 and
March 31, 2020 as follows:
Particulars Carrying Value Fair Value
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Financial assets
Amortised cost
Loans 584 408 584 408
Trade receivables (net of provisions) 37,488 31,572 37,488 31,572
Cash and cash equivalents 59,089 22,033 59,089 22,033
Other bank balance 51 64 51 64
Other assets 2,474 1,329 2,474 1,329
Investment in Bonds 159 106 159 106
Investment in term deposit 7,125 4,698 7,125 4,698
FVOCI
Investment in mutual fund 9,534 7,775 9,534 7,775
Derivative assets - 30 - 30
Investment in equity shares - 8,338 - 8,338
FVTPL
Investment in Mutual fund 8,755 6,641 8,755 6,641
Total assets 125,259 82,994 125,259 82,994
Financial liabilities
Amortised cost
Loans and borrowings 26,022 33,372 26,022 33,372
Lease liabilities 1,283 2,100 1,283 2,100
Trade payables 3,069 10,539 3,069 10,539
Other liabilities 20,819 14,515 20,819 14,515
FVOCI
Derivative liabilities 50,307 21,176 50,307 21,176
Total Liabilities 101,500 81,702 101,500 81,702

28 Fair Value Hierarchy

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 the fair value measurement hierarchy of financial assets and liabilities measured at fair value
on recurring basis as at March 31, 2021 and March 31, 2020.

309
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Quantitative disclosures of fair value measurement hierarchy for financial instruments as at March 31, 2021:
Particulars Date of Total Fair value measuring using
valuation
Level 1 Level 2 Level 3
FVOCI financial assets designated at fair value
Investment in mutual funds March 31, 2021 9,534 9,534 - -
FVTPL financial assets designated at fair value
Investment in liquid funds March 31, 2021 8,755 8,755 - -
Financial Liabilities measuring at fair value
Derivative liabilities
Derivative instrument (Put option) March 31, 2021 50,035 - - 50,035
Foreign exchange forward contract March 31, 2021 272 - 272 -

Quantitative disclosures of fair value measurement hierarchy for financial instruments as at March 31, 2020:
Particulars Date of Total Fair value measuring using
valuation
Level 1 Level 2 Level 3
Financial assets measuring at fair value
Derivative assets
Foreign exchange forward contract March 31, 2020 30 - 30 -
FVOCI financial assets designated at fair value
Investment in equity instrument March 31, 2020 8,338 8,338 - -
Investment in mutual funds March 31, 2020 7,775 7,775 - -
FVTPL financial assets designated at fair value
Investment in liquid funds March 31, 2020 6,641 6,641 - -
Financial liabilities measuring at fair value
Derivative liabilities
Derivative instrument (Put option) March 31, 2020 21,119 - - 21,119
Foreign exchange forward contract March 31, 2020 57 - 57 -

29 Financial Risk Management

The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s primary
focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial
performance. The Group’s management oversees the management of these risks and formulates the policies, the Board of
Directors and Audit Committee review and approve policies for managing each of these risks, which are summarised below:

Market Risk: Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of change in market prices. The primary market risk to the Group is foreign exchange risk.

Foreign Currency Risk

The Group’s exposure to risk of change in foreign currency exchange rates arising from foreign currency transactions, is
primarily with respect to the currencies which are not fixed. Foreign exchange risk arises from future commercial transactions
and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant group
entity. The Group uses derivative financial instruments to mitigate foreign exchange related risk exposures. The counter
parties of these derivative instruments are primarily a bank. All derivative activities for risk management purposes are
carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group’s policy that no
trading in derivative for speculative purposes may be undertaken.

310 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

These derivative financial instruments are forward contracts and are qualified for cash flow hedge accounting when the
instrument is designated for hedge. Group has designated major portion of derivative instruments as cash flow hedges to
mitigate the foreign exchange exposure of forecasted highly probable cash flows.

The following table presents the aggregate contracted principal amounts of the Group’s derivative contracts outstanding:

Designated derivative instrument

As at As at
March 31, 2021 March 31, 2020
Forward contract (Amount in GBP lakhs) 305 161
Number of contracts 462 237
Fair value (loss)/gain (398) 235
Forward contract (Amount in USD lakhs) 60 83
Number of contracts 104 136
Fair value gain/(loss) 157 (250)

Non-designated derivative instrument

As at As at
March 31, 2021 March 31, 2020
Forward contract (Amount in USD lakhs) 58 4
Number of contracts 132 4
Fair value (loss)/gain (19) (12)

Forward Contracts covers part of the exposure during the period April 2021-January 2025

Mark-to-Market gains / (losses)

As at As at
March 31, 2021 March 31, 2020
Opening balance of Mark-to-market gains receivable on outstanding derivative (27) 349
contracts
Less: Reclassified from Hedging reserve account to statement of profit and loss (17) (395)
Add: Changes in the fair value of designated derivative instrument recognised (209) 31
in OCI
Add: Changes in the fair value of non-designated derivative instrument (19) (12)
recognised in statement of profit and loss
Closing balance of Mark-to-market (losses payable)/gains receivable (272) (27)
on outstanding derivative contracts
Disclosed under:
Other current financial asset (Refer note 6(e)) - 30
Other non-current financial asset (Refer note 4(c)) (35) -
Other non-current financial liabilities (Refer note 10(b)) (237) (57)
(272) (27)

There was no ineffectiveness recognised in the Statement of profit and loss during the year.

311
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Non-Derivative Financial Instruments

The following table presents foreign currency risk from non- derivative financial instrument as of March 31, 2021 and
March 31, 2020.

Currency As at March 31, 2021

Amount in respective foreign currencies Amount
(in ` lakhs) (in ` lakhs)
Financial Financial Net assets / Financial Financial Net assets /
assets liabilities (liabilities) assets liabilities (liabilities)
INR - - - - - -
GBP 21 (5) 16 2,120 (461) 1,659
USD 62 (12) 50 4,356 (846) 3,690
EURO 6 - 6 513 - 513
AED 3 (191) (188) 60 (3,797) (3,737)
AUD 3 - 3 140 - 140
QAR - - - - - -
BHD 0 - 0 26 - 26
SGD 6 (4) 2 303 (200) 103
PHP 1 - 1 2 - 2
EGP - (13) (13) - (60) (60)
NZD - - - - - -
SAR 0 (0) 0 11 (2) 9
KWD 167 - 167 3,246 - 3,246
CAD 1 (1) 0 294 (66) 228
Total (in ` INR) 11,251 (5,432) 5,819

Currency As at March 31, 2020

Amount in respective foreign currencies Amount
(in ` lakhs) (in ` lakhs)
Financial Financial Net assets / Financial Financial Net assets /
assets liabilities (liabilities) assets liabilities (liabilities)
INR - (16) (16) - (16) (16)
GBP 7 (0) 7 626 (6) 620
USD 66 (8) 57 4,961 (612) 4,349
EURO 10 (0) 10 813 (7) 806
AED - (212) (212) - (4,364) (4,364)
AUD 1 - 1 44 - 44
QAR 5 - 5 110 - 110
BHD 0 - 0 16 - 16
SGD - - - - - -
PHP 9 - 9 14 - 14
Total (in ` INR) 6,584 (5,005) 1,579

As at March 31, 2021 and March 31, 2020 respectively, every 1% increase/decrease of the respective foreign currencies
compared to functional currency of the Company would impact results by approximately ` 47 lakhs and ` 16 lakhs,
respectively.

312 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company’s receivables from customers and investment securities.
The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing
counter party credit risk is to prevent losses in financial assets. The Group assesses the credit quality of the counterparties,
taking into account their financial position, past experience and other factors.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry and country in which the customer operates, also has an influence
on credit risk assessment and accordingly the Group accounts for expected credit loss. No single customer contributes for
more than 10% of outstanding total accounts receivables as at March 31, 2021 and March 31, 2020.

The following table gives details in respect of percentage of revenues generated from top
customer and top 5 customers:
Particulars For the For the
year ended year ended
March 31, 2021 March 31, 2020
Percentage of revenue from top customer 11% 15%
Percentage of revenue from top 5 customers 31% 39%

Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when
due. Also, the Group has unutilized credit limits with banks. The Group’s corporate treasury department is responsible for
managing and monitoring liquidity, funding as well as its settlement. In addition, processes and policies related to such
risks are overseen by senior management. The management monitors the Group’s net liquidation through rolling forecast
on the basis of expected cash flows.

The Working Capital position of the Group is given below

Particulars of current financial assets As at As at
March 31, 2021 March 31, 2020
Cash and cash equivalent 59,089 22,033
Other bank balances 51 64
Investment in mutual fund 14,279 10,708
Investment in term deposit 7,125 4,668
Investment in bonds 50 -
Total 80,594 37,473

The table below provides details regarding the contractual maturities of significant financial
liabilities as at March 31, 2021 and March 31, 2020:
Particulars As at March 31, 2021
Less than 1 Year 1 Year and above
Borrowing 6,998 19,024
Trade payable 3,069 -
Other financial liability 43,291 29,118

313
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Particulars As at March 31, 2020

Less than 1 Year 1 Year and above
Borrowing 9,287 24,085
Trade payable 10,539 -
Other financial liability 15,246 22,546

30 Capital Management
The Group’s policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence and
to sustain future development of the business. The Group monitors the return on capital as well as the level of dividends
on its equity shares. The Group’s objective when managing capital is to maintain an optimal structure so as to maximize
shareholder value.

Particulars As at As at
March 31, 2021 March 31, 2020
Total Equity attributable to the Equity Share Holders of Group 104,057 92,751
As a percentage of total capital 80% 74%
Current loan and borrowing 6,998 9,287
Non-current loan and borrowing 19,024 24,085
Total loan and borrowing 26,022 33,372
As a percentage of total capital 20% 26%
Total Capital(Loan, borrowing and equity) 130,079 126,123

The Group is predominantly equity financed which is evident from capital structure table. Further, the Group has always
been a net cash positive with cash and bank balances along with current financial assets which predominantly includes
investment in liquid and short term mutual funds are in excess of debt.

31 Employee stock based compensation

i) Plan IV
The Shareholders of the Company through Postal Ballot on August 9, 2007 approved the allocation of 1,000,000 stock
options to the eligible employees of the Company and its subsidiaries. The Company subsequently established a new
scheme in 2007 for granting 1,000,000 stock options to the employees referred to above, each option representing
one equity share of the Company. The vesting period of stock options will range from one year to four years from the
date of grant. The stock options are exercisable within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options,beginnning of the year - - 7,500 88
Granted during the year - - - -
Exercised during the year - - 0 0
Lapsed/Cancelled during the year - - (7,500) 88
Outstanding options, end of the year - - 0 0
Options excercisable,end of the year - - - -

314 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

ii) Plan V
The Company introduced a new scheme in 2008 for granting 1,500,000 stock options to the employees, each option
representing one equity share of the Company. The vesting period of stock options will range from one year to four
years from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options,beginnning of the year 32,225 68 37,225 69
Granted during the year - - - -
Exercised during the year (18,000) 66 (5,000) 80
Lapsed/Cancelled during the year (3,750) 91 - -
Outstanding options, end of the year 10,475 63 32,225 68
Options exercisable,end of the year 10,475 63 32,225 68

iii) Plan VI
The Company introduced a new scheme in 2010 for granting 2,000,000 stock options to the employees, each option
representing one equity share of the company. The vesting period of stock options will range from one year to four
years from the date of grant. The stock options are exercisable within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options,beginning of the year 427,508 82 621,071 77
Granted during the year - - - -
Exercised during the year (258,606) 71 (182,069) 63
Lapsed/Cancelled during the year (50,811) 98 (11,494) 134
Outstanding options, end of the year 118,091 114 427,508 82
Options exercisable,end of the year 118,091 114 427,508 82

iv) Plan VII

The Company introduced a new scheme in 2013 for granting 2,500,000 stock options to its employees and employees
of its subsidiaries, each option giving a right to apply for one equity share of the Company on its vesting. The vesting
period of stock option will range from one year to four years from the date of grant. The stock options are exercisable
within a period of seven years from the date of vesting.

Particulars For the year ended For the year ended

March 31, 2021 March 31, 2020
No. of share Weighted No. of share Weighted
options average options average
Exercise price Exercise price
Outstanding options,beginnning of the year 1,515,959 92 1,538,623 102
Granted during the year 267,160 5 170,750 5
Exercised during the year (666,811) 97 (129,600) 70
Lapsed/cancelled during the year (97,662) 63 (63,814) 126
Outstanding options, end of the year 1,018,646 69 1,515,959 92
Options excercisable,end of the year 559,943 96 798,418 115

315
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

The following tables summarize information about the options/ shares outstanding under
various programs as at March 31, 2021 and March 31, 2020 respectively:
Particulars As at March 31, 2021
No. of share Weighted average remaining Weighted average
options contractual life in years exercise price
Programme V 10,475 0.3 63
Programme VI 118,091 2.6 114
Programme VII 1,018,646 6.7 69

Particulars As at March 31, 2020

No. of share Weighted average remaining Weighted average
options contractual life in years exercise price
Programme V 32,225 0.7 68
Programme VI 427,508 3.2 82
Programme VII 1,515,959 6.5 92

The weighted average fair value of each unit under the plan, granted during the year ended
was ` 441 using the Black-Scholes model with the following assumptions:
Particulars As at
March 31, 2021
Weighted average grant date share price 505
Weighted average exercise price 5
Dividend yield % 0.78%
Expected life 3-7
Risk free interest rate 5.4%
Volatility 52.0%

Volatility : Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the
period. The measure of volatility is used in Black Scholes option pricing model is the annualised standard deviation
of the continuously compounded rates of return on the stock over a period of time. Company considered the daily
historical volatility of the Company’s stock price on NSE over the expected life of each vest.

Risk free rate : The risk free rate being considered for the calculation is the interest rate applicable for a maturity equal
to the expected life of the options based on zero coupon yield curve for government securities.

Expected life of the options: Expected life of the options is the period for which the the Company expects the options
to be live. The minimum life of stock options is the minimum period before which the options can’t be exercised and
the maximum life of the option is the maximum period after which the options can’t be exercised. The Company have
calculated expected life as the average of the minimum and the maximum life of the options.

Dividend yield: Expected dividend yield has ben calculated as an total of interim and final dividend declared in last year
preceding date of grant.

32 Leases
Company as lessor
At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The
Company recognises lease payments received under operating leases as income on systematic basis over the lease term. If
an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with
customers to allocate the consideration in the contract.

Company as lessee
The Group’s leased assets primarily consist of leases for office premises, guest houses, laptops, lease lines, furniture and
equipment. Leases of office premises and guest houses generally have lease term between 2 to 46 years. The Company has
applied low value exemption for leases of laptops, leaselines, furniture and equipment and accordingly these are excluded
from Ind AS 116, at present.

i) The carrying amounts of right-of-use assets recognised and the movements during the period (refer note 3(b)).
316 Mastek Limited | Annual Report 2020-21
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

ii) Below are the carrying amounts of operating lease liabilities (included under financial liabilities)
and the movements during the period:
Year ended Year ended
Particulars
March 31, 2021 March 31, 2020
As at 1 April 2020 2,100 -
Additions during the year 157 2,732
Deletion during the year (209) -
Finance expenses 132 97
Payments (934) (663)
Foreign Currency translation 37 (66)
As at 31 March 2021 1,283 2,100
Current 597 857
Non-current 686 1,243

Maturity Analysis of lease liability

The contractual maturity analysis of lease liabilities (includes amount not falling under IndAS 116) are disclosed herein
on an undiscounted basis-

Particulars As at As at
March 31, 2021 March 31, 2021
Less than one year 371 1,034
More than one year to five year 503 1,669
More than five years 350 349
Total 1,224 3,052

The average effective interest rate for lease liabilities is 10.55%

iii) The following are the amounts recognised in profit or loss:

Year ended Year ended
Particulars
March 31, 2021 March 31, 2020
Depreciation expense for right-of-use assets 849 644
Interest expense on lease liabilities 132 97
Expense relating to short-term, low value and variable leases (included in 615 421
other expenses)
Total amount recognised in profit or loss 1,596 1,162

The Company had total cash outflows for leases of ` 934 Lakhs in FY 2020-21 (` 663 Lakhs in FY 2019-20).

There are several lease agreements with extension and termination options for which management exercises significant
judgement in determining whether these extension and termination options are reasonably certain to be exercised.
Since it is reasonable certain to exercise extension option and not to exercise termination option, the Company has
opted to include such extended term and ignore termination option in determination of lease term.

The maturity analysis of lease income are disclosed herein:

As at As at
Particulars
March 31, 2021 March 31, 2020
Future minimum lease income under non-cancellable operating lease (in
respect of properties):
Due within one year 404 404
Due later than one year but not later than five years 897 1,301
Total 1,301 1,705

317
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

33 Business combinations
Acquisition of entities
During the year ended March 31, 2020, Mastek has acquired control of the business of Evolutionary Systems Private Limited
(ESPL) and its subsidiary companies (together referred to as “Evosys”). The acquisition was as follows:-

i. Mastek (UK) Limited, a wholly-owned subsidiary of Mastek Limited, entered into a Business Transfer Agreement (BTA)
on February 8, 2020 to acquire the business of Evosys Arabia FZ LLC and Share Transfer Agreements (STA) to acquire
Middle East Companies (MENA Acquisition) by paying a cash consideration (net of cash & cash equivalents) of USD
64.9 million i.e. ` 48,204 lakhs. The closing of such transaction occurred on March 17, 2020, which is considered to be
the date of transfer of control or the date of acquisition, as per Ind AS 103, and necessary effects have been recognised
in the standalone financial statements of the respective entities and consolidated financial statements of the Group.
While the acquisition has been effected and full consideration has been paid, procedures to complete the legal
process like registering sale of shares in certain geographies is in progress. The legal procedures are delayed because
of COVID-19 pandemic related lockdown in certain geographies, and the Company has been legally advised that such
legal procedures are administrative in nature, and the parties to the BTA expect to complete these after the lockdown
is relaxed / lifted i.e. by September, 2021.

ii. With respect to the overseas business of Evolutionary Systems Private Limited (ESPL) including investment in certain
subsidiaries of ESPL, the parties entered into a Demerger Co-operation Agreement (DCA) and Shareholders Agreement
on February 8, 2020 (DCA acquisition). The manner of the acquisition of legal ownership, is decided to be achieved
through a demerger scheme to be filed before the National Company Law Tribunal (NCLT) (the Scheme), or, as per
DCA between Mastek and the shareholders of Evosys, Mastek shall complete this transaction with the same economic
effect, by an alternate arrangement within the period specified in the DCA. The DCA gives Trans American Information
Systems Private Limited (TAISPL) a wholly owned subsidiary of Mastek the right to appoint majority of the board
of directors in ESPL and its subsidiaries and also provide for the relevant activities of ESPL and its subsidiaries to be
decided by a majority vote of such board of directors, thereby resulting in transfer of control of business of ESPL and
its subsidiaries to Mastek Group. The transfer of legal title of such business undertaking shall be completed in financial
year 2021-22. The date of acquisition of business undertaking for the purposes of Ind AS 103 is the date of transfer
of control to Group, i.e. February 8, 2020. Discharge of consideration for demerger will be done through issue of
4,235,294 equity shares of Mastek Limited (face value ` 5 each) and balance through 15 Compulsorily Convertible
Preference Shares (CCPS), (face value of ` 10 each) of TAISPL for every 10,000 equity shares of ESPL of face value of
` 10 each. Pending completion of legal acquisition, this transaction has been disclosed in the stand alone financial
statements and will be given effect to on receiving NCLT approval or on executing the alternate arrangement in
accordance with the DCA. The CCPS to be issued subject to regulatory approval, carries a Put Option which can
be exercised by the holders of such CCPS at agreed EBIDTA multiples over the next 3 years commencing from year
ending March 31,2021. Accordingly, the equity shares, CCPS and put option written thereon, are disclosed as Equity
shares proposed to be issued, Non-Controlling Interest (preference shares proposed to be issued) and Put option
written on Non-Controlling Interest, respectively, under Other equity, refer note 9 and 2 e (viii). Further, the equity
shares which are proposed to be issued have not been considered for calculating the earnings per share both basic
and diluted. If the 42,35,294 equity shares had to be considered as issued on the date of acquisition, the resultant
basic earnings per share for the year ended March 31, 2021 would have been ` 72.47 per equity share of `.5 each.
Purchase consideration for both the acquisitions (EVOSYS) aggregates to ` 80,647 lakhs which has resulted in a Goodwill
of ` 38,017 lakhs for MENA acquisition and ` 18,402 lakhs as at March 31, 2020 respectively, for acquisition through
DCA, as per the purchase price allocation valuation report. Such goodwill, which is the excess of fair value of purchase
consideration determined over the fair value of assets acquired, is primarily attributable to growth expectations,
expected future profitability, the substantial skill and expertise of acquired workforce and expected synergies.

Evosys Group focuses on Oracle Cloud implementation & consultancy, with 13 years of experience and 1000+ Oracle
Cloud customers across 30+ countries. This transaction allows Mastek to diversify its geographic concentration, leverage
the customer acquisition velocity that Evosys brings and provides an immediate addressable opportunity to increase the
share of wallet and deliver more value for its customers.

318 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Purchase consideration
As part of the ESPL acquisition, the purchase consideration is discharged in a combination of equity shares of Mastek, and
convertible preference shares of TAISPL. The consideration is (i) 4,235,294 fully paid-up equity shares of face value ` 5 of
Mastek, and (ii) 15 compulsorily convertible preference shares of ` 10 of TAISPL, for every 10,000 equity shares of ESPL
of face value of ` 10 each, which is yet to be discharged. On the other hand, the purchase consideration of the MENA
acquisition is discharged in cash.

DCA MENA Total

Acquisition Acquisition
Cash paid - 48,204 48,204
Fair value of equity shares to be issued # 19,169 - 19,169
Fair value of compulsorily convertible preference shares (CCPS) to be 13,274 - 13,274
issued*
32,443 48,204 80,647
Less: Adjustment for Cash^ (5,285) (3,824) (9,109)
27,158 44,380 71,538

* T he CCPS represents the Non-Controlling interest in subsidiary. The holding company has written a put option over the CCPS , where the
holders (non-controlling interests) of that instrument have the right to put their instrument back to the Group. Consequently, the CCPS
represents the Non-Controlling interest at the Group level. Non controlling interest have been initially measured based on fair value.
^ P urchase consideration is net of cash and bank balance acquired.
# T he fair value of equity shares to be issued is based on the listed share price of Mastek on the date of acquisition of control (` 453
per share) which represent level 1 input for fair value determination as per IndAS 103 (Business Combinations) & 113 (Fair Value
Measurement). The fair value of preference shares of TAISPL to be issued is based on third party valuation done.

The purchase price allocation to the identified assets and liabilities assumed at the acquisition date are:
Year ended March 31, 2020
DCA MENA Total
Acquisition Acquisition
Property, plant and equipment 2,221 55 2,276
Intangible assets 27 6 33
Customer Contracts 660 300 960
Customer Relationships 4,897 2,247 7,144
Trade receivables 14,146 8,583 22,729
Financial assets 1,726 42 1,768
Other assets 219 169 388
Trade payables (3,726) (2,875) (6,601)
Financial liabilities (10,793) (2,083) (12,876)
Other liabilities (621) (81) (702)
Fair value of identifiable net assets 8,756 6,363 15,119
Less: Purchase Consideration (27,158) (44,380) (71,538)
Goodwill 18,402 38,017 56,419

Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and expertise of
Evosys’s workforce and expected synergies.

Acquisition costs
Acquisition-related costs amounting to ` 719 Lakhs are not included as part of consideration transferred and have been
recognised as an expense in the consolidated statement of profit or loss, as part of exceptional items (Refer note 21).

34 Capital Commitments & Contingent Liabilities

I Capital commitment
Estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2021
is ` 198 lakhs (March 31, 2020: ` 134 lakhs)

319
Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

II Contingent liabilities
As at As at
March 31, 2021 March 31, 2020
A. Claims against Company not acknowledged as debts
Sales tax matter 941 927

B. Provident Fund
Based on the judgement by the Honorable Supreme Court dated February 28, 2019, past provident fund liability, is not
determinable at present, in view of uncertainty on the applicability of the judgement to the Company with respect to
timing and the components of its compensation structure. In absence of further clarification, the Company has been
advised to await further developments in this matter to reasonably assess the implications on its financial statements,
if any.

(i) The Group does not expect any cash outflows or any reimbursements in respect of the above contingent liabilities.

(ii) It is not practicable for the Group to estimate the timing of cash outflows, if any, in respect of the above, pending
occurrence of the default event or resolution of respective proceedings.
C. Social Security Code

The Code on Social Security, 2020 (“the Code”) relating to employee benefits during employment and post-
employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette
of India. However, the date on which the Code will come into effect has not been notified. The Company will assess
the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes
effective.

35 Net debt reconciliation

Particulars As at As at
March 31, 2021 March 31, 2020
Cash and cash equivalents 59,089 22,033
Current - Investment (other than cash and cash equivalents) 21,454 15,376
Non - current borrowings including current maturities (Refer note 10(a), 12(a) 26,022 25,891
and 12(b))
Current borrowings - 7,480
Interest payable on loans 224 92

Reconciliation Current - Cash Non - Current Interest Total

Investment (other and cash current borrowings payable on
than cash and equivalents borrowings loans
cash equivalents) including
current
maturities
Net debt as at March 31, 2019 11,396 9,295 (6,960) - (77) 13,654
Cash flows (215) 12,738 (17,336) (6,938) - (11,751)
Additions on business acquisition 3,493 - - - - 3,493
Finance cost recognised - - - - (192) (192)
Finance cost paid - - - - 180 180
Realised profits 471 - - - - 471
Fair valuation of Investments 231 - - - - 231
FCTR - - (1,595) (542) (3) (2,140)
Net debt as at March 31, 2020 15,376 22,033 (25,891) (7,480) (92) 3,946

320 Mastek Limited | Annual Report 2020-21

Significant accounting policies and Notes to accounts
for the year ended March 31, 2021
(` In lakhs)

Reconciliation Current - Cash Non - Current Interest Total

Investment (other and cash current borrowings payable on
than cash and equivalents borrowings loans
cash equivalents) including
current
maturities
Cash flows 5,408 37,056 1,788 7,618 - 51,872
Finance cost recognised - - - - (528) (528)
Finance cost paid - - - - 396 396
Realised profits 479 - - - - 479
Fair valuation of Investments 190 - - - - 190
FCTR - - (1,919) (138) - (2,057)
Net debt as at March 31, 2021 21,454 59,089 (26,022) - (224) 54,296

36 Micro, Small and Medium Enterprises

The Company has certain dues to Micro and small suppliers registered as such under Micro, Small and Medium Enterprises
Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act is as follows:

Particulars As at As at
March 31, 2021 March 31, 2020
a) The principal amount remaining unpaid to any supplier at the end of the 27 1
year
b) Interest due remaining unpaid to any supplier at the end of the year - -
c) the amount of interest paid by the buyer in terms of section 16 of the - -
MSMED Act, 2006, along with the amount of the payment made to the
supplier beyond the appointed day during the year
d) the amount of interest due and payable for the period of delay in making - -
payment (which have been paid but beyond the appointed day during
the year) but without adding the interest specified under the MSMED
Act, 2006
e) the amount of interest accrued and remaining unpaid at the end of each - -
accounting year
f) the amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues above are
actually paid to the small enterprise, for the purpose of disallowance of a
deductible expenditure under section 23 of the MSMED Act, 2006

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is
based on the information available with the Company regarding the status of registration of such vendors under the said
Act, as per the intimation received from them on requests made by the company.

37 The Group has assessed the impact of Covid‐19 Pandemic on its operations as well as financial reporting process,
including but not limited to the areas of financial controls, credit risk, effectiveness of hedge relationship, goodwill,
impairment of financial and non‐financial assets, and cyber security pertaining to the remote access of information for
the year ended March 31, 2021 and up to the date of approval of its financial statements. While assessing the impact,
Group has considered all internal and external sources of information like industry reports, economic forecast, credit
reports and company’s business forecast basis the global economic consensus. Group expects to recover the carrying
amount of its assets and retain effectiveness of its hedge transactions. Further, there have been no material changes in
the financial control/process followed by the company. However, the impact of COVID‐19 may be different from that
estimated as on the date of approval of these financial statements and the Group will continue to closely monitor any
material changes to the business due to future economic conditions.

321
322
38 Disclosure mandated by Schedule III by way of additional information
Name of Entity Country of Net Assets Share in Share in OCI Share in Total OCI
Incorpo- i.e Total Assets- Profit or Loss (` In lakhs)
ration Total Liabilities
As a % of ` in As a % of ` in As a % of ` in As a % of ` in
consolidated Lakhs consolidated Lakhs consolidated Lakhs consolidated Lakhs
net assets profit other total
comprehensive comprehensive
income income
A. Parent
Mastek Limited India 54.6% 46,865 8.2% 1,708 -2.3% (312) 4.1% 1,396
for the year ended March 31, 2021

B. Direct Subsidiaries

Mastek Limited | Annual Report 2020-21

India
Trans American Information Systems India -66.6% (57,137) -2.8% (584) 1.7% 229 -1.0% (355)
Private Limited
Foreign
Mastek (UK) Limited UK 77.9% 66,894 37.0% 7,755 115.7% 15,561 67.8% 23,321
C. Indirect Subsidiaries
India
Evolutionary Systems Private Limited(5) India 5.0% 4,272 5.3% 1,109 -0.6% (82) 3.0% 1,027
(7)

Foreign
Significant accounting policies and Notes to accounts

Indigo Blue Consulting Limited(1) UK 0.0% - 0.0% - 0.0% - 0.0% -

Mastek, Inc.(2) USA 4.3% 3,727 -7.3% (1,535) -2.3% (307) -5.4% (1,842)
Taistech LLC(3) USA 0.0% - 0.0% - -3.5% (468) -1.4% (468)
Trans American Information Systems USA 5.8% 4,961 7.4% 1,548 1.8% 246 5.2% 1,794
Inc.
Mastek Digital, Inc. Canada 0.0% 4 0.0% 5 0.0% - 0.0% -
Evolutionary Systems Consultancy LLC Abu Dhabi 0.3% 240 2.4% 512 -1.3% (177) 1.0% 334
Evolutionary Systems Pty Ltd (5) (7) Australia 1.5% 1,297 5.3% 1,107 0.5% 69 3.4% 1,176
Evolutionary Systems Bahrain WLL Bahrain 0.7% 607 2.5% 525 0.0% 2 1.5% 526
Mastek Arabia FZ LLC (4) Arabia -1.3% (1,119) -1.6% (331) -12.3% (1,650) -5.8% (1,981)
Evolutionary Systems Egypt (Limited) Egypt 0.1% 69 0.1% 22 0.0% (1) 0.1% 21
Evosys Kuwait WLLC Kuwait -0.1% (127) -0.3% (70) 0.0% 0 -0.2% (70)
Evosys Consultancy Services Malaysia Malaysia 0.0% 18 0.1% 24 0.0% 0 0.1% 24
(5) (7)

Newbury Cloud, Inc. (5) (7) USA 0.0% (16) 0.8% 173 0.0% 2 0.5% 175
 Name of Entity Country of Net Assets Share in Share in OCI Share in Total OCI
Incorpo- i.e Total Assets- Profit or Loss
ration Total Liabilities
(` In lakhs)

As a % of ` in As a % of ` in As a % of ` in As a % of ` in
consolidated Lakhs consolidated Lakhs consolidated Lakhs consolidated Lakhs
net assets profit other total
comprehensive comprehensive
income income
Evolutionary Systems BV (5) (7) Netherland 1.3% 1,159 5.7% 1,199 -0.1% (13) 3.5% 1,187
Evolutionary Systems Qatar WLL (5) (7) Qatar 0.6% 533 0.6% 125 -0.1% (16) 0.3% 109
Evolutionary Systems Saudi LLC (6) (7) Saudi 1.7% 1,425 7.3% 1,536 -0.5% (74) 4.3% 1,462
for the year ended March 31, 2021

Evolutionary Systems (Singapore) PTE. Singapore 0.7% 570 0.5% 100 0.1% 8 0.3% 108
LTD. (5) (7)
Evolutionary Systems Company UK 11.8% 10,158 22.4% 4,681 3.4% 461 15.0% 5,142
Limited-UK (5) (7)
Evolutionary Systems Corp. (5) (7) USA 1.7% 1,454 6.3% 1,326 -0.2% (27) 3.8% 1,300
Total USA 100% 85,854 100% 20,935 100% 13,451 100% 34,386
D. Non Controlling Interest (NCI)(7) 18,203 4,240 258 4,498
(1) Merged into Mastek (UK) Limited with effect from June 30, 2018
(2) Formally known as Digility, Inc.
(3) Merged into Trans American Information Systems, Inc. with effect from December 31, 2019
(4) Incorporated with effect from March 03, 2020.
Significant accounting policies and Notes to accounts

(5) Acquired with effect from February 08, 2020 (Demerger Co-operation Agreement “DCA” acquisition) through board control (refer note 33)
(6) Acquired 50% with effect from February 08, 2020 and 50% from March 17,2020 (refer note 33)
(7) Non Controlling Interest (NCI), refer note 33(ii).
39 Previous year’s figures have been regrouped or reclassified wherever necessary.
As per our Report of even date

For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No: 001076N/N500013
Ashank Desai S. Sandilya
Vice Chairman and Non-Executive Chairman
Managing Director and Independent Director
DIN: 00017767 DIN: 00037542

Adi P. Sethna Arun Agarwal Dinesh Kalani

Partner Vice President- Finance Company Secretary
Membership No.: 108840 Place: Mumbai
Place: Mumbai Date: April 28, 2021

323
Date: April 28, 2021
324 Mastek Limited | Annual Report 2020-21
A Resilient Future: Driven by
Humane@Work

Notice of 39th Annual General Meeting

325
NOTICE

326 Mastek Limited | Annual Report 2020-21

NOTICE MASTEK LIMITED
(CIN: L74140GJ1982PLC005215)
Registered Office: 804 / 805, President House, Opp. C. N. Vidyalaya,
Near Ambawadi Circle, Ambawadi, Ahmedabad - 380 006, Gujarat.
E mail: investor_grievances@mastek.com; Website: www.mastek.com;
Tel: +91-79-2656-4337

NOTICE TO MEMBERS
39 th Annual General Meeting
NOTICE IS HEREBY GIVEN THAT THE 39TH (THIRTY NINTH) “RESOLVED THAT pursuant to the provisions
ANNUAL GENERAL MEETING OF MASTEK LIMITED of Sections 149, 152, 160, 161 and all other
(“THE COMPANY”) WILL BE HELD ON TUESDAY, applicable provisions of the Companies Act,
SEPTEMBER 28, 2021 AT 5.00 P.M. IST THROUGH VIDEO 2013 (“the Act”) read with the Companies
CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (Appointment and Qualification of Directors) Rules,
(“OAVM”) ORGANIZED BY THE COMPANY TO TRANSACT 2014 and other applicable rules, if any (including
THE FOLLOWING BUSINESS. THE VENUE OF THE MEETING any statutory modification(s), amendment(s) or
SHALL BE DEEMED TO BE THE REGISTERED OFFICE OF THE re-enactment(s) thereof for the time being in
COMPANY SITUATED AT 804 / 805, PRESIDENT HOUSE, force), SEBI (Listing Obligations and Disclosure
OPP. C. N. VIDYALAYA, NEAR AMBAWADI CIRCLE, Requirements) Regulations, 2015, as amended and
AMBAWADI, AHMEDABAD - 380 006, GUJARAT. subject to the provisions of Articles of Association
of the Company and basis the recommendation
ORDINARY BUSINESS: of Nomination and Remuneration Committee
1. Adoption of Financial Statements. and the approval of the Board of Directors of the
Company, Mr. Ketan Mehta (DIN: 00129188), who
To receive, consider and adopt: was appointed as an Additional (Non - Executive,
Non - Independent) Director of the Company w.e.f.
a. 
the Audited Standalone Financial Statements
December 29, 2020, to hold Office up to the date
of the Company for the Financial Year ended
of this Annual General Meeting and in respect
March 31, 2021, together with the Reports of
of whom the Company has received a notice in
the Board of Directors and Auditors thereon;
writing proposing his candidature for the office of
and
Director, be and is hereby appointed as a Director
b. the Audited Consolidated Financial Statements of the Company, liable to retire by rotation with
of the Company for the Financial Year ended effect from the date of this Meeting.
March 31, 2021, together with the Report of
RESOLVED FURTHER THAT the Board of Directors
Auditors thereon.
and / or the Company Secretary of the Company,
2. Confirmation on payment of Interim Dividend be and are hereby severally authorised to do all such
and Declaration of Final Dividend. acts, deeds and things, as it may, in its absolute
discretion, consider necessary, expedient or
To confirm an Interim Dividend paid of ` 5.50 per
desirable in order to give effect to this resolution.”
Equity Share and also to declare a Final Dividend of
` 9.00 per Equity Share (Face Value of ` 5.00 each) 5. Appointment of Mr. Ashank Desai (DIN:
for the Financial Year 2020–21. 00017767) as Managing Director designated
as Vice - Chairman & Managing Director of the
3. Re-appointment of Director retiring by
rotation. Company.

To appoint a Director in place of Mr. Ashank Desai To consider and if thought fit, to pass the following
(DIN: 00017767), who retires by rotation in terms resolution with or without modification(s) as a
of Section 152(6) of the Companies Act, 2013 and Special Resolution:
being eligible, offers himself for re-appointment.
“RESOLVED THAT Mr. Ashank Desai
(DIN: 00017767) who was appointed as
SPECIAL BUSINESS: Vice - Chairman & Managing Director of the
4. Appointment of Mr. Ketan Mehta (DIN: Company w.e.f. November 08, 2020 by the Board
00129188) as a Director of the Company, liable of Directors and who holds office upto the date of
to retire by rotation. this Annual General Meeting in terms of Section
196, 197, 198, 203 read with Schedule V and
To consider and if thought fit, to pass the following
all other applicable provisions, of the Companies
resolution with or without modification(s) as an
Act, 2013 (“the Act”) read with Companies
Ordinary Resolution:
327
NOTICE

(Appointment and Qualification of Directors) Rules, to Mr. Ashank Desai as a Managing Director
2014 and other applicable rules, if any (including designated as Vice - Chairman & Managing Director
any statutory modification(s), amendment(s) or of the Company of an amount not exceeding 15%
re-enactment(s) thereof for the time being in of the net profits of the Company, as may be
force) and subject to the provisions of the Article permitted under the applicable law, from time to
of Association of the Company and basis the time, and subject to the terms and conditions as
recommendation of Nomination and Remuneration set out in the Explanatory Statement annexed to
Committee and being eligible, offers himself for the Notice and as per the draft Agreement, with
re-appointment, be and is hereby appointed as liberty to the Board (which term shall include any
Managing Director designated Vice - Chairman & Committee constituted or to be constituted by the
Managing Director of the Company, for a period of Board) to alter and vary the terms and conditions
5 consecutive years commencing from November of said appointment in such manner as may be
08, 2020 up to November 07, 2025. agreed to between the Board of Directors and
Mr. Ashank Desai and as may be permissible under
RESOLVED FURTHER THAT pursuant to the the applicable laws, without further reference to
provision of Section 196(3) of the Act, read with the Members of the Company.
Companies (Appointment and Qualification of
Directors) Rules, 2014, Mr. Ashank Desai (DIN: RESOLVED FURTHER THAT the consent of the
00017767) be and is hereby appointed as Managing Company be and is hereby accorded to authorize
Director of the Company even after him attaining payment of total Managerial Remuneration payable
the age of 70 years till the expiry of his term as to all its directors not exceeding 16% of the net
Managing Director up to November 07, 2025. profits of the Company subject to Schedule V to
the Act.
RESOLVED FURTHER THAT the Board of Directors
and / or the Company Secretary of the Company, RESOLVED FURTHER THAT pursuant to the
be and are hereby severally authorised to do all such provisions of Section 197 read with Schedule V of
acts, deeds and things, as it may, in its absolute the Act, and other applicable provisions if any, in
discretion, consider necessary, expedient or the event of loss or inadequacy of profits in any
desirable in order to give effect to this resolution.” Financial Year of the Company during the term of
Mr. Ashank Desai as a Managing Director of the
6. Consider payment of Remuneration to Company, consent of the Members of the Company
Mr. Ashank Desai (DIN: 00017767) as Managing be and is hereby accorded for the payment of the
Director designated as Vice - Chairman & remuneration, perquisites, allowances, benefits
Managing Director of the Company. and amenities as set out in the Explanatory
Statement annexed to the Notice as the Minimum
To consider and if thought fit, to pass the following
Remuneration.
resolution with or without modification(s) as a
Special Resolution: RESOLVED FURTHER THAT the Board of Directors
of the Company be and are hereby authorised to
“RESOLVED THAT pursuant to the provisions of
alter and / or vary the terms and conditions of the
Sections 196, 197, 198, 203 read with Schedule
said appointment and / or enhance, enlarge, alter
V and all other applicable provisions, if any, of
or vary the scope and quantum of remuneration,
the Companies Act, 2013 (“the Act”) and the
perquisites, allowances, benefits and amenities
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Regulation payable to Mr. Ashank Desai in the light of further
17(6)(e) of the SEBI (Listing Obligations and progress of the Company, which shall be in
Disclosure Requirements) Regulations, 2015, accordance with the prescribed provisions of the
(“SEBI Listing Regulations”) (including any Act, and the rules made thereunder (including
statutory modification(s), amendment(s) or any statutory modification(s), amendment(s) or re-
re-enactment(s) thereof for the time being in force) enactment(s) thereof, for the time being in force)
and also pursuant to the provisions of the Articles and to take all such steps as may be required in this
of Association, basis the recommendation of the connection including seeking necessary approvals,
Nomination and Remuneration Committee in their if any, to give effect to this resolution.
Meeting held on January 29, 2021 and resolution RESOLVED FURTHER THAT the Board of Directors
passed by the Board of Directors of the Company and / or Company Secretary of the Company be
in their Meeting held on February 01, 2021 and
and are hereby severally authorised to settle any
subject to any other approval as may be and subject
question, difficulty or doubt, that may arise and
to the approval of Resolution No. 5 set forth in this
to do all such acts, deeds, matters and things and
Notice, consent of the Company be and is hereby
accorded to payment of Managerial Remuneration

328 Mastek Limited | Annual Report 2020-21

NOTICE

sign and execute all documents or writings as may MATERIAL FACTS IN RESPECT OF THE SPECIAL
be necessary, proper or expedient for the purpose BUSINESS PURSUANT TO SECTION 102 OF THE
of giving effect to this resolution and for matters COMPANIES ACT, 2013 (“THE ACT”).
concerned therewith or incidental thereto”.
In respect of Item No. 4:
7. Consider payment of Remuneration to
Mr. Ketan Mehta (DIN: 00129188), basis the
Mr. S. Sandilya (DIN: 00037542), Chairman
(Non - Executive) & Independent Director recommendation of Nomination and Remuneration
of the Company for the Financial Year Committee, was appointed as an Additional (Non -
2020-21, which may exceed 50% of the total Executive, Non - Independent) Director of the Company
Annual Remuneration payable to all the Non – w.e.f. December 29, 2020 pursuant to the provisions of
Executive Directors of the Company. Section 161 and other applicable provisions of the Act by
the Board of Directors of the Company.
To consider and if thought fit, to pass the following
resolution with or without modification(s) as a Mr. Ketan Mehta holds office up to the date of this
Special Resolution: Annual General Meeting of the Company or the last date
“RESOLVED THAT in accordance with the on which the Annual General Meeting should have been
Regulation 17(6)(ca) of the SEBI (Listing Obligations held, whichever is earlier and is eligible for appointment
and Disclosure Requirements) Regulations, as Director of the Company.
2015, and other applicable provisions, if any,
of the Companies Act, 2013 and the rules Mr. Ketan Mehta has submitted his declarations in
framed thereunder, as amended and basis prescribed forms viz. (i) consent in writing to act
the recommendation of the Nomination and as a Director in Form DIR-2 pursuant to Rule 8 of the
Remuneration Committee and as approved by Companies (Appointment & Qualification of Directors)
the Board of Directors of the Company, consent Rules, 2014, (ii) intimation in Form DIR-8 in terms of the
of the Members of the Company be and is hereby Companies (Appointment & Qualification of Directors)
accorded for payment of Remuneration to Mr.
Rules, 2014, to the effect that he is not disqualified under
S. Sandilya (DIN: 00037542), Chairman (Non -
Executive) & Independent Director of the Company sub section (2) of Section 164 of the Act, confirming his
for the Financial Year 2020-21, which may exceed eligibility for such appointment, and (iii) his disclosure of
50% of the total Annual Remuneration that may be interest in prescribed Form MBP-1 and declaration that he
payable to all the Non - Executive Directors of the is not having any pecuniary relationship with the existing
Company for the Financial Year 2020-21, details Directors / Management / Promoters of the Company. Mr.
of which are set out in the Explanatory Statement Mehta is not debarred from holding the office of Director
annexed to the notice. by virtue of any order of SEBI or any other such Authority.
RESOLVED FURTHER THAT the Board of Directors The Board is of the opinion that Mr. Ketan Mehta is a
and / or the Company Secretary of the Company be
person of integrity and possesses relevant expertise and
and are hereby severally authorised to do all such
acts, deeds, matters and things as may be deemed experience and shall bring an expert judgement on the
necessary, proper or desirable for the purpose of Board’s discussions especially on issues related to Finance,
giving effect to this Resolution.” Operations, Technology and General Management.
In the opinion of the Nomination and Remuneration
By Order of the Board of Directors Committee and the Board of Directors of the Company,
For Mastek Limited the appointment of Mr. Mehta on the Board would be
beneficial to the overall functioning of the Company
considering his vast experience in the corporate field
Place: Mumbai Dinesh Kalani
and knowledge of the business. His brief profile and the
Date: July 19, 2021 Company Secretary
additional information as required under Regulation 36(3)
(Membership Number: FCS 3343)
of SEBI (Listing Obligations and Disclosure Requirements)
EXPLANATORY STATEMENT SETS OUT ALL Regulations, 2015, as amended and Secretarial Standards
on General Meetings issued by the Institute of Company
Secretaries of India is given under “Annexure A”.

329
NOTICE

Save and except Mr. Ketan Mehta and his relatives, none be subject to approval of the Members by a Special
of the Directors and Key Managerial Personnel of the Resolution, if the aggregate annual remuneration to such
Company and their relatives are concerned or interested, Executive Director exceeds ` 5 crores or 2.5% of the net
financially or otherwise, in the resolution set out at Item profits of the listed entity, whichever is higher or where
No. 4. there is more than one such director, exceeds 5% of the
net profits of the Company. Mr. Ashank Desai is one of
The Board recommends the said resolution, as an ordinary the founder Member and Promoter of the Company,
resolution for approval of the Members. and therefore the approval of the Members by way of
Special Resolution is being sought for his Appointment
In respect of Item Nos. 5 and 6: and payment of Remuneration.
Due to the sudden demise of Mr. Sudhakar Ram, who
This Explanatory Statement and additional information
was holding the position as Vice - Chairman & Managing
as given under “Annexure A” together with the
Director of the Company, the Board of Directors of the
accompanying Notice, may also be regarded as a disclosure
Company at its meeting held on November 08, 2020, pursuant to Section 190 of the Act and Regulation 36
basis the recommendation of the Nomination and of SEBI (Listing Obligations and Disclosure Requirements)
Remuneration Committee, considered Mr. Ashank Desai Regulations, 2015 and the Secretarial Standards on
desirable based on his rich and vast experience and General Meetings.
expertise in Information Technology industry coupled
with the knowledge of general business management, The Company has, inter alia, received an intimation
approved his appointment, for the role of Managing in Form DIR-8 pursuant to Rule 14 of the Companies
Director Designated as Vice - Chairman & Managing (Appointment and Qualification of Directors) Rules,
Director of the Company, for a period of 5 consecutive 2014, from Mr. Ashank Desai to the effect that he is not
disqualified in accordance with Section 164(2) of the Act
years from November 08, 2020 up to November 07,
and a declaration that he is not debarred or restrained
2025, liable to retire by rotation, subject to the approval
from acting as a director by any SEBI order or by any other
of the Members of the Company at the ensuing Annual such authority.
General Meeting, in conformity with the provisions and
requirements of the Act, read with Schedule V, and In the event of loss or inadequacy of profit in any
Rules framed thereunder. The remuneration payable to Financial Year during the tenure of services of
Mr. Ashank Desai as Managing Director shall not exceed Mr. Ashank Desai, the Company shall make payment of
15% or such higher percentage of the net profits of the the remuneration, perquisites, allowances, benefits and
Company as permitted under applicable laws from time amenities as mentioned under Para III below, as minimum
to time. remuneration.
The information as required to be disclosed to the
Further, Mr. Ashank Desai has managed the role of Global Members as per Schedule V to the Act with respect of the
Chief Executive Officer from January 18, 2021 till July Appointment of Mr. Ashank Desai as Managing Director
06, 2021. Mr. Desai has been devising the strategic plan Designated as Vice - Chairman & Managing Director is as
and spearheading the next level growth of the Group. under:
Therefore, considering the global business complexities
posed by newer geographies, market opportunities and I. GENERAL INFORMATION
consolidated profits of the group, the remuneration a.
Nature of Industry
recommended to be payable to Mr. Ashank Desai is The Company is an enterprise digital
reasonable, commensurate to the size and scale of the transformation specialist that engineers
Company’s business and is in line with peers in the excellence for customers in the UK, US, Middle
industry. East, Europe, India and Asia Pacific. It enables
large-scale business change programmes
Mr. Ashank Desai, Vice - Chairman & Managing Director, through its service offerings, which include
is in charge of the overall management of the Company application development, support, and
and shall perform such duties as shall from time to testing, BI and analytics, agile consulting,
time be entrusted to him, subject to overall supervision, and digital commerce. Whether, it is creating
superintendence, guidance and control of the Board new applications, modernizing existing ones
of Directors of the Company. An agreement has been or recovering failing projects, Company helps
entered into by the Company with Mr. Ashank Desai, the enterprises to navigate the digital landscape
terms and conditions of his Appointment as Managing and stay competitive. With digital solutions
Director are contained in the said agreement is available constituting more than 80% to the business,
for inspection. Company is emerging as one of the leaders
in Enterprise Digital Transformation journey.
As per Regulation 17(6)(e) of the SEBI (Listing Obligations Company is well poised to be among the
and Disclosure Requirements) Regulations, 2015, the top providers of agile digital transformation
compensation payable to Whole Time Director, who solutions and a significant player within the
is Promoter or Member of the Promoter Group, shall digital transformation space in retail and
financial services.

330 Mastek Limited | Annual Report 2020-21

NOTICE

b.
Date of commencement of commercial production
The Company was incorporated on May 14, 1982 and has already commenced its business of Information
Technology Services. For more details about the operations of the Company, please refer to the Management
Discussion and Analysis Section which forms part of this Annual Report.

c. Financial Performance
Financial performance of the Company during the last 3 Financial Years and the year under review is as under:

(` in Lakhs except Basic Earnings per Share)

Particulars Financial Year (under Financial Year 2019-20 Financial Year 2018-19 Financial Year 2017-18
review) 2020-21
Consolidated Standalone Consolidated Standalone Consolidated Standalone Consolidated Standalone
Revenue from Operations 172,186 18,714 107,148 16,344 103,321 18,944 81,721 16,232
Other Income 2,791 3,487 4,130 4,886 2,478 3,459 2,099 2,323
Total Income 174,977 22,201 111,278 21,230 105,799 22,403 83,820 18,555
Profit before Exceptional Items 33,933 4,096 16,815 4,066 13,284 3,916 9,603 2,734
Profit before Tax 33,933 3,396 14,408 3,383 13,339 3,916 9,603 2,734
Profit after Tax 25,175 1,646 11,381 2,745 10,147 3,051 6,996 1,574
Basic Earnings per Share (`) 84.92 6.67 45.21 11.4 42.61 12.81 29.74 6.69

d. Foreign Investment or Collaborations, if Award from IIT Mumbai and the Computer
any Society of India (CSI) “Fellow of the Society”
honour. He has also been presented with the
8.03% of the share capital of Company as on
Honourable Contributors Award by ASOCIO
June 30, 2021, is held by non-resident indians,
- the only Indian to receive this recognition
foreign institutional & foreign institutional
twice. He was conferred with the much-coveted
investors. There has been no foreign
Outstanding Entrepreneur Award at the Asia
collaboration by the Company.
Pacific Entrepreneurship Awards (APEA) 2010
II. INFORMATION ABOUT THE APPOINTEE India.
a. Background details, Recognition or Mr. Desai having held the position of Chairman
awards, Job profile and suitability
& Managing Director of the Company earlier
thereof
and also served as the Non - Executive Director
Mr. Ashank Desai is an Information Technology of the Company, brings with him valuable
(IT) Industrialist and has done B.E. from Mumbai experience in managing the issues faced by
University and had secured the second rank large and complex organisations. Mr. Desai
in the University. He holds a M. Tech Degree is responsible for providing guidance and
from the Indian Institute of Technology (IIT), mentorship to the Global Chief Executive
Mumbai. He also holds Post Graduate Diploma Officer of the Company.
in Business Management (PGDBM) from IIM
Ahmedabad. Mr. Desai is the Principal Founder and Former
Chairman of the Company and has more than
Mr. Desai is widely recognised as an IT industry 4 (four) decades of rich and diverse experience
veteran and is one of the founders Members in IT industry. The Company and the Board
and past Chairman of NASSCOM. He has been will immensely benefit by leveraging his
felicitated by Prime Minister Shri Narendra demonstrated leadership capability, General
Modi for his contribution to NASSCOM and IT business acumen and knowledge of complex
Industry. He also guides Mastek Foundation, financial and operational issues faced by the
whose mission is to enable “Informed Giving Company. Mr. Desai also brings rich experience
and Responsible Receiving”. He has been in various areas of business, technology,
conferred with the “Distinguished Alumnus” operations, societal and governance matters.

331
NOTICE

b.
Past Remuneration also not been paid any other remuneration in
It may be noted that the amount paid to him till previous 3 Financial Years as may be paid to an
November 08, 2020 was only towards the Sitting Executive Director.
Fees as a Non - Executive Director along with
The amount paid to him in the capacity of Non-
perquisite as approved by the Members. He was
Executive Director during the last 3 Financial
Non - Executive Director of the Company till his
Years and for a part of the year under review
appointment as Vice - Chairman & Managing
as well as the amount paid in the capacity of
Director w.e.f. November 08, 2020. He has
Managing Director effective November 08,
not held any position of Executive Director and
2020 is as follows:

(Amount in `)

Financial Years 2020-21 2019-20 2018-19 2017-18

As Non – As Managing
Executive Director with
Director upto effect from
November 08, November 08,
2020 2020
Fee for Attending Board Meetings 1,600,000 - 2,400,000 2,200,000 2,150,000
and Committee Meetings
Commission - - - - -
Others (perquisites / benefits)* 13,863 - 74,658 91,085 61,965
Gross Salary (including ` 16,500 -
7,978,931 - - -

perquisites)
Total amount paid 1,613,863 7,978,931 2,474,658 2,291,085 2,211,965
*as approved by Members

III. REMUNERATION PROPOSED AS PER TABLE BELOW

Sr. Particulars Description
No.
1. Basic Salary ` 1,666,667 per month with authority to the Board / Committee to
revise the remuneration from time to time.
2. Other Allowances Lunch Coupon of ` 2,200 per month and any other Allowances as
per Company’s policy
3. Variable pay plan as applicable Variable Pay at 50% of annual basic salary which will vary depending
on the business performance and the board’s evaluation of his
performance with maximum payout capped at 150% of annual
basic salary.
4. Medical Benefits and Car Perquisite and As per Rules of the Company.
Telephone / Mobile / Internet Expenses
5. Club Fees Reimbursement of Club Fees for 2 (two) Clubs.
6. Termination Either party can terminate the agreement by giving 3 (three)
months’ prior written notice to the other party or payment in lieu
thereof.
7. Insurance Personal accident insurance cover and Group life insurance cover as
per the Company’s policy.
8. Leave Leave with full pay and allowance as per the Company’s policy.
9. Reimbursement of Expenses Reimbursement of travel, stay and entertainment expenses
actually and properly incurred in the course of business as per the
Company’s policy.
10. Commission Nil

332 Mastek Limited | Annual Report 2020-21

NOTICE

IV. COMPARATIVE REMUNERATION PROFILE VIII. OVERALL RENUMERATION

WITH RESPECT TO INDUSTRY, SIZE
OF THE COMPANY, PROFILE OF THE The total Remuneration payable to all the
POSITION AND PERSON (IN CASE OF directors including Managing Director is not likely
EXPATRIATES THE RELEVANT DETAILS to exceed 16% of the net profits of the Company
WOULD BE WITH RESPECT TO THE in any Financial Year.
COUNTRY OF HIS ORIGIN).
Taking into consideration, his qualifications,
expertise and rich experience, he is best suited for During last 3 Financial Year and the year under
the responsibilities assigned to him by the Board of review Mr. Desai attended the Board meetings
Directors. Further, in view of size of the Company, as follows:
the profile of Mr. Desai, the responsibilities
shouldered by him and the industry benchmarks, Sr. Financial Year Meetings Attended
the remuneration paid / proposed to be paid is No.
commensurate with the remuneration package 1. 2017-18 5 of 5
paid to senior level counterparts of Mr. Desai in 2. 2018-19 5 of 5
other similar companies. 3. 2019-20 7 of 7
4. 2020-21 6 of 7
V. PECUNIARY RELATIONSHIP DIRECTLY OR
INDIRECTLY WITH THE COMPANY, OR Mr. Desai, being Vice - Chairman & Managing
RELATIONSHIP WITH THE MANAGERIAL Director, is in charge of overall management of the
PERSONNEL, IF ANY. Company. Considering his rich and vast experience
Mr. Desai does not have any pecuniary relationship in Information Technology industry, the Nomination
directly or indirectly with the Company, except and Remuneration Committee and the Board of
for receiving remuneration as a Vice - Chairman Directors, considered it desirable to appoint him
& Managing Director of the Company. He holds as Vice - Chairman & Managing Director of the
3,329,552 equity shares of ` 5 each of the Company Company for a period of 5 consecutive years.
(constituting 13.20% of the paid-up share capital
of the Company). Pursuant to the provision of Section 196(3) of
the Act read with Companies (Appointment and
VI. OTHER INFORMATION Qualification of Directors) Rules, 2014, which
prescribes that appointment of a person who
Reasons of loss or inadequate profits,
has attained the age of 70 years unless a Special
Steps taken or proposed to be taken for
Resolution is passed to that effect, in which case
improvement and expected increase in
the Explanatory Statement annexed to the notice
productivity and profits in measurable
for such motion shall indicate the justification for
terms:
appointing such person.
The Company has earned profits during the last 3
Financial Years as mentioned above. Further, the In view of the aforesaid proviso, the Board of
Company has taken appropriate steps to ensure Directors is of the opinion that considering Mr.
profitability in future. Desai’s integrity, relevant expertise, vast experience,
in depth industry knowledge, continuous valuable
VII. DISCLOSURE guidance to the management and his strong Board
a. Elements of As mentioned performance, his continuous association as a
Remuneration package above Director will be beneficial and to the best interest of
the Company. Accordingly the Board recommends
b. Details of fixed As mentioned
his appointment for the approval of the Members
components and above
even after him attaining age of 70 years during his
performance linked term of appointment.
incentive along with
performance criteria Except Mr. Ashank Desai and his relatives, none
c. Service Contract, As mentioned of the Directors and Key Managerial Personnel of
Notice period, above the Company and their relatives are concerned
Severance fees etc. or interested, financially or otherwise, in the
d. Stock option details No stock option resolutions set out at Item Nos. 5 & 6.
has been granted
Your Directors recommend and seek your approval
to him for the appointment on the terms and conditions
The requisite disclosure shall be made in the Annual including remuneration payable to Mr. Ashank
Accounts of the Company. Desai, Managing Director designated as Vice -
Chairman & Managing Director of the Company as
stated above.

333
NOTICE

In respect of item No. 7:

The Members of the Company at the Annual General Taking into account the substantial time given and
Meeting of the Company held on July 19, 2018, had valuable contributions made towards the Company by
accorded their consent for payment of Profit related Mr. S. Sandilya, the Board recommends the Resolution as
Commission to Non - Executive Directors including set out under business item no. 7 in the notice of this
Independent Directors, a sum not exceeding in aggregate meeting for approval of the Members by means of a
1% per annum, of the net profits of the Company Special Resolution. The details of remuneration of Mr. S.
calculated in accordance with the provisions of Section Sandilya for the Financial Year 2020-21, is given under the
198 of the Act, be paid to and distributed amongst any or Corporate Governance Report forming part of the Annual
all of the Non - Executive Directors of the Company. Report. Mr. S. Sandilya holds 26,000 equity shares in the
Company. Mr. S. Sandilya and his relatives to the extent
A yearly commission to be paid to the Non - Executive of their shareholding, if any, in the Company, may be
Directors (including Independent Directors) out of the deemed to be concerned or interested in the resolution to
available distributable profits of the Company for the the extent of remuneration that he may receive.
Financial Year 2020-21 based on the “time and services”
taken by the Company from the Directors. Accordingly, Except Mr. S Sandilya, none of the Directors and Key
Company had calculated and has kept aside ` 2,050,000 Managerial Personnel of the Company and their relatives
for payment of Commission to the Non - Executive are concerned or interested, financially or otherwise, in
Directors, subject to tax for the year under review. the resolution set out at Item No. 7.

Pursuant to Regulation 17(6)(ca) of SEBI (Listing The Board recommends the said resolution, as Special
Obligations and Disclosure Requirements) Regulations, Resolution for approval of the Members.
2015 every listed entity is required to obtain approval of
Members of the Company by way of Special Resolution By Order of the Board of Directors
for payment of remuneration to Non - Executive Director For Mastek Limited
which is in excess of 50% of the total remuneration
payable to all Non - Executive Directors of the Company
during a year.
Place: Mumbai Dinesh Kalani
Considering the substantial time devoted by Mr. S. Date: July 19, 2021 Company Secretary
Sandilya, Chairman (Non - Executive) & Independent (Membership Number: FCS 3343)
Director, in providing his valuable advice and strategic
inputs to the Company on various critical business
aspects, the remuneration payable to Mr. S. Sandilya for
the Financial Year 2020-21 may exceed 50% of the total
remuneration that may be payable to all Non - Executive
Directors of the Company. The total commission payable
to Mr. S. Sandilya is reasonable given the size and scale of
operations of the Group.

334 Mastek Limited | Annual Report 2020-21

NOTICE

“Annexure A”
Additional information of Directors seeking Appointment / Re-appointment at the 39th AGM to be held on
September 28, 2021.

(Pursuant to Regulation 36(3) and 26(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
as amended and Secretarial Standards – 2 on General Meetings issued by the Institute of Company Secretaries of India).

Name of the Directors Mr. Ketan Mehta (Appointment) Mr. Ashank Desai (Re-appointment/
(Item No. 4) Appointment) (Item Nos. 3, 5 & 6)
Director Identification 00129188 00017767
Number
Category Non - Executive Director Director / Managing Director
Date of Birth 09/09/1958 16/05/1951
Date of Appointment 29/12/2020 06/06/1982
Nationality Indian Indian
Qualifications Management degree from IIM Ahmedabad B.E. from Mumbai University, M. Tech
Degree from the Indian Institute of
Technology, Mumbai and Post Graduate
Diploma in Business Management (PGDBM)
from IIM Ahmedabad
Brief resume of the Mr. Ketan Mehta has served as Chairman Mr. Ashank Desai, is an Information
Director of the Board of Majesco (USA entity) from Technology (IT) Industrialist and also the
October 2018 to September 2020 where Principal Founder and Former Chairman of
he played a pivotal role in selling Majesco Mastek and has more than 4 decades of
business to private equity firm – Thoma rich and diverse experience in IT industry.
Bravo. Prior to that, he served as President Mr. Desai having been the CMD of Mastek
of Majesco (USA entity) from 2000 until and currently serving as Vice - Chairman
March 2019, and Chief Executive Officer & Managing Director (& Interim GCEO)
of Majesco (USA entity) from July 2011 to of Mastek, brings with him valuable
October 2018. experience in managing the issues faced
by large and complex organisations Mr.
Mr. Mehta co-founded Mastek in 1982 and
Desai has significant experience due to
served as a member of the Board of Directors
his status as a prominent figure in both
of Mastek until June 01, 2015 after which
India and global IT arena. Mr. Desai, a
he focused exclusively on Majesco business.
founding member of NASSCOM and was
During his long stint with Mastek, Majesco
the President of Asian-Oceanic Computing
and its affiliates, he has handled multiple
Industry Organization (ASOCIO). He has rich
functions including sales, delivery, and
experience in various areas of management,
general management. He was the driving
business, technology, operations, societal
force behind the conceptualization and
and governance matters.
execution of Majesco’s insurance strategy,
including acquisition and integration of
seven insurance technology companies
over the last 13 (thirteen) years. Prior to
that, he has also spearheaded Mastek’s
joint venture with Deloitte Consulting.
Nature of Expertise in Mr. Mehta has nearly 4 decades in the Mr. Desai has significant experience due
specific functional areas Information Technology Industry. He has to his status as a prominent figure in
handled multiple functions including sales, both India and global IT arena. He has
delivery, and general management. expertise in all key global business and
governance functions relevant to the
Company’s operations including financial,
risk management, strategy & planning and
mergers & acquisitions, etc.

335
NOTICE

Name of the Directors Mr. Ketan Mehta (Appointment) Mr. Ashank Desai (Re-appointment/
(Item No. 4) Appointment) (Item Nos. 3, 5 & 6)
Shareholding in the 2,274,100 (9.01%) 3,329,552 (13.20%)
Company as on March 31,
2021
Directorships held in Majesco Limited - Promoter & NRB Bearings Limited - Independent
Listed Companies Non - Executive Director Director
Committee position held Majesco Limited Mastek Limited
in Public Companies as on • Nomination and Remuneration • Audit Committee – Member
March 31, 2021 Committee – Member • Nomination and Remuneration
Mastek Limited Committee (upto November 08, 2020)
• Audit Committee – Member • Stakeholders Relationship Committee
• Nomination and Remuneration - Member
Committee - Member • Corporate Social Responsibility
Committee - Member
• Risk Management & Governance
Committee – Chairman
NRB Bearings Limited
• Stakeholders Relationship Committee
- Chairman
• Corporate Social Responsibility
Committee - Member
Number of Meetings of 2 out of 3 6 out of 7
the Board attended during
the Financial Year
(2020-21)
Relationships between No such relationship exists between the No such relationship exists between the
Directors inter-se Directors inter-se Directors inter-se
Key terms and conditions Retirement by Rotation Re-appointment (Item No. 3) - Retirement
of the Appointment / by Rotation
Re- appointment Appointment (Item Nos. 5 & 6) - It is
proposed to appoint Mr. Desai as a
Managing Director Designated as Vice
- Chairman & Managing Director, for a
period of 5 years from November 08, 2020
and as mentioned in the Notice convening
this Meeting read along with Explanatory
Statement thereto.
Remuneration last Drawn Refer to Directors’ Report and Corporate Refer to Directors’ Report and Corporate
Governance Report forming part of the Governance Report forming part of the
Annual Report Annual Report
Remuneration sought to Mr. Mehta being a Non - Executive Director As per the Resolution No. 6 of the Notice
be paid shall be paid sitting fees for attending convening this Meeting read along with
Board and / or Committee Meetings and Explanatory Statement thereto.
commission, as approved by the Members
of the Company.

Notes:

1. The Directorship, Committee Memberships and Chairmanships do not include positions in Foreign Companies, Private Companies,
position as an advisory board member and position in Trust and companies under Section 8 of the Companies Act, 2013.

2. The proposal for Appointment / Re-appointment of Directors has been approved by the Board pursuant to the recommendation of
the Nomination and Remuneration Committee considering their skills, expertise, knowledge, competencies of Directors and positive
outcome of performance evaluation, please refer Corporate Governance Report forming part of the Annual Report.

3. Information pertaining to remuneration paid to the Director being Appointed / Re-appointed, date of appointment to the Board and
the number of Board Meetings attended by them during the year have been provided in the Corporate Governance Report forming
part of the Annual Report.

336 Mastek Limited | Annual Report 2020-21

NOTICE

IMPORTANT NOTES: 4. The Members of the Company under the category

of Institutional Investors / Corporate Members
1. In view of the continuing Covid-19 pandemic, (i.e. other than individuals / HUF NRI, etc.) are
the Ministry of Corporate Affairs (“MCA”) vide encouraged to attend and vote at the AGM through
circular dated January 13, 2021 read together with VC / OAVM. Corporate Members intending to send
circulars dated April 08, 2020, April 13, 2020 and their authorised representatives to attend the AGM
May 05, 2020 and Securities and Exchange Board pursuant to Section 113 of the Act, are requested
of India (“SEBI”) vide circular dated January 15, to send to the Company, a certified copy (in PDF
2021 read together with May 12, 2020 (hereinafter / JPG Format) of the relevant Board Resolution /
collectively referred to as “the Circulars”) have Authority letter etc. authorising its representatives
permitted Companies to hold their General to attend the AGM, by sending an e-mail at
Meetings through Video Conferencing (“VC”) or investor_grievances@mastek.com
Other Audio Visual Means (“OAVM”) (hereinafter
referred to as “VC / OAVM”) for the year 2021. 5. In case of joint holders attending the AGM, only
In keeping with Government advisories on such joint holder who is higher in the order of
Covid-19 and considering the current extraordinary names will be entitled to vote.
circumstances, which are not conducive to a safe
conduct of the Annual General Meeting (“AGM”) 6. The participation of Members through VC / OAVM
with physical attendance of Members, the Board of will be reckoned for the purpose of quorum for the
Directors has approved conduct of the 39th AGM of AGM as per Section 103 of the Act.
the Company through VC / OAVM.
INSTRUCTIONS RELATED TO THE PAYMENT
2. The relevant Explanatory Statement pursuant OF FINAL DIVIDEND FOR THE YEAR ENDING
to Section 102(1) of the Companies Act, 2013 MARCH 31, 2021.
(“the Act”) relating to certain ordinary and 7. Pursuant to Section 91 of the Act, the Register of
special businesses to be transacted at the 39th Members and Share Transfer books will remain
AGM as set out above in Item Nos. 4 to 7 and closed from September 25, 2021 to September
28, 2021 (both days inclusive) for annual closing
the relevant details of the Directors seeking
and determining the entitlement of the Members
Appointment / Re-appointment under Item Nos. 3 to the Final Dividend for the Financial Year ended
to 6 as required under Regulation 26(4) and 36(3) March 31, 2021.
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing 8. Dividend as recommended by the Board of
Regulations”) and under Secretarial Standards - Directors, if declared at the AGM, shall be paid
2 on General Meetings issued by The Institute of on or before October 27, 2021;
Company Secretaries of India, is annexed hereto a) 
to those Members whose names appear on
as “Annexure - A”. The Company has received the Register of Members of the Company after
the requisite consents / declarations for the giving effect to all valid transfers in physical form
Appointment / Re-appointment from the concerned lodged with the Company and its Registrar and
Directors as mandated under the Act and the rules Transfer Agents before September 24, 2021
made thereunder. As per the provisions of Clause and,
3.A.II. of the General Circular No. 20/2020 dated
May 05, 2020, the matters of Special Business as b) in respect of shares held in electronic form, on
appearing at Item Nos. 4 to 7 of the accompanying the basis of beneficial ownership as per the
Notice, are considered to be unavoidable by the details furnished by the National Securities
Board and hence, form part of this Notice. Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) at
3. Since this AGM is being held through VC / the close of business hours on September 24,
OAVM, where physical attendance of Members 2021.
has been dispensed with. Accordingly, in terms
of the aforementioned Circulars the facility for 9. Members are requested to note that the Company’s
appointment of proxies by the Members will not shares are under compulsory electronic trading for
be available for this AGM and hence, the Proxy all investors. Members are, therefore, requested
Form, Attendance Slip including Route Map are not to dematerialize their shareholding to avoid
annexed to this Notice. inconvenience. Members whose shares are in

337
NOTICE

electronic mode are requested to inform change of documents i.e. No Permanent Establishment and
email id, address and updates of bank account(s) to Beneficial Ownership Declaration, Tax Residency
their respective Depository Participants. Members Certificate, Form No. 10F, any other document
holding shares in physical form are requested to which may be required to avail the tax treaty
advice such changes to the Company’s Registrar and benefits. The aforesaid declarations and documents
Transfer Agent, KFin Technologies Private Limited. need to be submitted by the Members. For the
Members are encouraged to use the Electronic detailed process and instructions, please click of
Clearing Services (ECS) for receiving dividends. The the company’s website here - https://www.mastek.
required ECS mandate Form for Members desirous com/shareholder-services
of availing ECS facility for payment of dividend
forms part of this report. 12. Members who wish to claim Dividends, which remain
unclaimed, are requested to either correspond
10. Pursuant to Finance Act 2020, dividend income will with the Secretarial Department of the Company
be taxable in the hands of member’s w.e.f. April or the Company’s RTA for releasing the same only
01, 2020 and the Company is required to deduct through banking channels before the due dates of
tax at source from dividend paid to Members at the transfer to Investor Education and Protection Fund
prescribed rates. For the prescribed rates for various Authority. The details of such unclaimed dividends
categories, the Members are requested to refer to are available on the Company’s website at www.
the Finance Act, 2020 and amendments thereof. mastek.com. Members are requested to note that
The Members are requested to update their PAN the dividend remaining unclaimed for a continuous
with the Company / RTA (in case of shares held in period of 7 (seven) years from the date of transfer
physical mode) and depository participants (in case to the Company’s Unpaid Dividend Account shall
of shares held in demat mode). be transferred to the Investor Education and
Protection Fund (IEPF). In addition, all underlying
For resident Members, taxes shall be deducted at shares in respect of which dividend has not been
source under Section 194 of the Income Tax Act as paid or claimed for 7 (seven) consecutive years or
follows: more shall be transferred by the Company to demat
account of the IEPF Authority within a period of 30
Members having valid PAN 10% or as notified by (thirty) days of such underlying shares becoming
the Government of India due to be transferred to the IEPF Authority.
Members not having valid PAN 20% or as notified
by the Government of India In the event of transfer of underlying shares
and the unclaimed dividends to IEPF Authority,
However, no tax shall be deducted on the dividend Members are entitled to claim the same from the
payable to a resident individual if the total dividend IEPF Authority by submitting an online application
to be received by them during the Financial Year in the prescribed Form IEPF-5 (available on www.
2021-22 does not exceed ` 5,000 and also in iepf.gov.in) and sending a physical copy of the
cases where Members provide Form No. 15G/ 15H same duly signed to the Company along with the
(applicable to individuals aged 60 years or more) requisite documents enumerated in Form IEPF-5.
subject to conditions specified in the Income Tax Members can file only one consolidated claim in a
Act. Financial Year as per the IEPF Rules.

Registered Members may also submit any other Pursuant to the applicable provisions of the Act,
document as prescribed under the Income Tax read with Investor Education and Protection Fund
Act to claim a lower/ Nil withholding tax. PAN is Authority (Accounting, Audit, Transfer and Refund)
mandatory for Members providing Form No.15G/ Rules, 2016, (Including any statutory modification(s)
15H or any other document as mentioned above. and / or re-enactment(s) thereof for the time being
A Resident individual member with PAN and who in force), During the year under review, pursuant
is not liable to pay income tax can submit a yearly to the provisions of Section 124 (5) of the Act, final
declaration in Form No. 15G/ 15H to avail the dividend for the Financial Year 2012-13 amounting
benefit of non-deduction of tax at source. to ` 560,175 and interim dividend for the Financial
Year 2013-14 amounting to `308,695 which
11. Non-resident Members can avail beneficial rates
remained unclaimed for a period of 7 (seven) years,
under tax treaty between India and their country
from the date it was lying in the unpaid dividend
of residence, subject to providing necessary

338 Mastek Limited | Annual Report 2020-21

NOTICE

account, has been transferred by the Company to 15. Non-resident Indian Members are requested to
the IEPF Authority and the concerned shares for inform about the following immediately to the
the Financial Year 2012-13 aggregating to 16,922 Company or its RTA or the concerned Depository
equity shares and for the Financial Year 2013-14 Participant, as the case may be:-
aggregating to 1,335 equity shares have also been
a) the change in the residential status on return to
transferred to IEPF Authority.
India for permanent settlement, and
Estimated due dates for transfer to IEPF authority
b) the particulars of the NRE account with a Bank
(including the current Financial Year 2021-22), of in India, if not furnished earlier.
the unclaimed/ unpaid dividends from the Financial
Year 2013-14 and thereafter, the details of same 16. Nomination: As per the provisions of Section
are available in the Corporate Governance Report 72 of the Act, the facility for making nomination
which forms part of this Annual Report. is available for the Members in respect of the
shares held by them. Members who have not
13. Members who hold shares in dematerialised form yet registered their nomination are requested to
and want to provide/ change/ correct the bank register the same by submitting Form No. SH-13.
Members are requested to submit the said details
account details should send the same immediately
to their Depository Participants in case the shares
to their concerned Depository Participant and not
are held by them in electronic form and to RTA in
to the Company. Members are also requested case the shares are held by them in physical form.
to give the MICR Code of their bank to their
Depository Participants. The Company will not 17. Submission of PAN: Members are requested
entertain any direct request from such Members to note that furnishing of Permanent Account
for change of address, transposition of names, Number (PAN) is now mandatory in the following
cases:-
deletion of name of deceased joint holder and
change in the bank account details. While making a) 
Legal Heirs’/ Nominees’ PAN Card for
payment of Dividend, the RTA is obliged to use only transmission of shares,
the data provided by the Depositories, in case of
such dematerialised shares. b) Surviving joint holders’ PAN Cards for deletion
of name of deceased Member, and
Members who are holding shares in physical form
c) Joint Holders’ PAN Cards for transposition of
are advised to submit particulars of their bank
shares.
account, viz. name and address of the branch
of the bank, MICR code of the branch, type of PROCESS FOR DISPATCH OF ANNUAL REPORT
account and account number, to Company’s RTA, AND REGISTRATION OF EMAIL ID FOR
at Selenium Tower B, 31-32, Financial District, OBTAINING COPY OF ANNUAL REPORT
Nanakramguda, Gachibowli, Hyderabad - 500 032, 18. In compliance with the aforementioned Circulars,
Telangana. Notice of the AGM along with the Annual Report
2020-21 is being sent only through electronic
14. Members who are holding shares in physical form mode to those Members whose email addresses
in identical order of names in more than one folio are registered with the Depository Participant (DP).
are requested to send to the Company or its RTA Members may note that the Notice and Annual
the details of such folios together with the share Report 2020-21 will also be available on the
certificates for consolidating their holding in one Company’s website at www.mastek.com, websites
folio. The share certificates will be returned to of the Stock Exchanges i.e. BSE Limited and National
the Members after making requisite changes, Stock Exchange of India Limited at www.bseindia.
com and www.nseindia.com respectively, and
thereon. SEBI has also mandated the submission
on the website of National Securities Depository
of Permanent Account Number (PAN) by every Limited (NSDL) at www.evoting.nsdl.com
participant in securities market. Members holding
shares in electronic form are, therefore, requested This AGM Notice is being sent by e-mail only to
to submit the PAN to their Depository Participants those eligible members who have already registered
with whom they are maintaining their demat their e-mail address with the Depositories and with
accounts. Members holding shares in physical form Company on or before the cut-off date Friday,
August 27, 2021.
can submit their PAN details to the Company’s RTA.

339
NOTICE

19. Process for registration of e-mail addresses 23. Members who do not have the User ID and
for obtaining Notice of the AGM along with Password for e-Voting or have forgotten the User ID
Annual Report for the Financial Year 2020-21: and Password may retrieve the same by following
the remote e-Voting instructions mentioned below
Members who have not registered their email
in the Notice.
addresses so far are requested to get their email
addresses registered in following ways; 24. Facility of joining the AGM through VC / OAVM
shall open 30 minutes before the time scheduled
a) In case shares are held in physical mode, please
for the AGM and will be available for Members on
provide Folio No., Name of member, scanned
first-come first-served basis.
copy of the share certificate (front and back),
PAN (self-attested scanned copy of PAN card), 25. Members who need assistance before and during
AADHAR (self-attested scanned copy of Aadhar the AGM, can contact Mr. Amit Vishal, Senior
Card) by email to investor_grievances@mastek. Manager, NSDL or Mr. Sagar Ghosalkar, Assistant
com. Manager, NSDL at evoting@nsdl.co.in or call on
1800-1020-990 and 1800-224-430.
b) In case shares are held in demat mode, please
provide DPID-CLID (16 digit DPID + CLID or SPEAKER REGISTRATION
16 digit beneficiary ID), Name, client master 26. Members who would like to express their views
or copy of Consolidated Account statement, / ask questions during the meeting may register
PAN (self-attested scanned copy of PAN card), themselves as a speaker and send request from
AADHAR (self-attested scanned copy of Aadhar their registered e-mail address mentioning their
Card) to investor_grievances@mastek.com. name, demat account number / folio number,
e-mail id, mobile number at investor_ grievances@
c) 
Alternatively member may send an E-mail
mastek.com from Monday, September 20, 2021
request to evoting@nsdl.co.in for obtaining
to Friday, September 24, 2021. Those Members
User ID and Password by providing the details
who have registered themselves as a speaker
mentioned in Point (a) or (b) above as the case
will only be allowed to express their views / ask
may be.
questions during the AGM. The Company reserves
PROCEDURE FOR JOINING THE 39TH AGM the right to restrict the number of speakers
THROUGH VC / OAVM depending on the availability of time for the AGM.
20. NSDL will be providing facility for voting through PROCEDURE FOR REMOTE E-VOTING AND
remote e-Voting, for participation in the 39th AGM E-VOTING DURING THE AGM
through VC / OAVM and e-Voting during the 39th
27. All the Members of the Company are encouraged
AGM.
to attend and vote in the AGM to be held through
21. Members may note that the VC / OAVM facility, VC / OAVM.
allows participation of at least 1,000 Members on
28. Pursuant to the provisions of Section 108 of the Act
a first-come first- served basis.
read with Rule 20 of the Companies (Management
22. Member will be provided with a facility to attend and Administration) Rules, 2014 and Regulation
the AGM through VC / OAVM through the NSDL 44 of the SEBI Listing Regulation, (including any
e-Voting system. Members may access the same statutory modification(s) and / or re-enactment(s)
by following the steps mentioned at note no. 19 thereof for the time being in force), the Company is
“Step 1: Access to NSDL e-Voting system”. After providing facility of remote e-Voting to its Members
successful login, you can see link of “VC / OAVM in respect of the business to be transacted at the
link” placed under “Join General Meeting” menu AGM. For this purpose, the Company has entered
against Company name. You are requested to click into an agreement with NSDL for facilitating voting
on VC / OAVM link placed under Join General through electronic means, as the authorized
Meeting menu. The link for VC / OAVM will be agency. The facility of casting votes by a member
available in Shareholder / Member login where the using remote e-Voting system as well as e-Voting
EVEN of Company will be displayed. on the date of the AGM will be provided by NSDL.

340 Mastek Limited | Annual Report 2020-21

NOTICE

29. The remote e-Voting period commences on Details on Step 1 are mentioned below:
Friday, September 24, 2021 at 9.00 a.m. (IST)
and will end on Monday, September 27, 2021 I. Login method for e-Voting and joining
at 5.00 p.m. (IST). During this period, Members virtual meeting for Individual Members
holding securities in demat mode
holding shares either in physical form or in
dematerialized form, as on Friday, September Pursuant to SEBI circular no. SEBI/HO/CFD/
17, 2021, may cast their vote electronically. The CMD/CIR/P/2020/242 dated December
e-Voting module shall be disabled by NSDL for 09, 2020 on “e-Voting facility provided by
voting thereafter. Members have the option to Listed Companies”, e-Voting process has been
cast their vote on any of the resolutions using the enabled to all the individual demat account
remote e-Voting facility either during the period holders, by way of single login credential,
commencing September 24, 2021 to September through their demat accounts / websites of
27, 2021 or e-Voting during the AGM. Members Depositories / DPs in order to increase the
who have voted on some of the resolutions during efficiency of the voting process. Individual
the said voting period are also eligible to vote on demat account holders would be able to cast
the remaining resolutions during the AGM. their vote without having to register again with
the e-Voting service provider (ESP) thereby not
30. The details of the process and manner for remote
only facilitating seamless authentication but
e-Voting are explained herein below:
also ease and convenience of participating
Step 1: Access to NSDL e-Voting system in e-Voting process. Members are advised
to update their mobile number and email
Step 2: Cast your vote electronically and join virtual Id in their demat accounts in order to access
meeting on NSDL e-Voting system. e-Voting facility.

Type of Members Login Method

Individual Members holding A. NSDL IDeAS facility
securities in demat mode with If you are already registered, follow the below steps:
NSDL. 1. Visit the e-Services website of NSDL. Open web browser by typing
the following URL: https://eservices.nsdl.com /either on a Personal
Computer or on a mobile.
2. Once the home page of e-Services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under
“IDeAS” section.
3. A new screen will open. You will have to enter your User ID and
Password. After successful authentication, you will be able to see
e-Voting services.
4. Click on “Access to e-Voting” appearing on the left hand side
under e-Voting services and you will be able to see e-Voting page.
5. Click on options available against company name or e-Voting
service provider - NSDL and you will be re-directed to NSDL
e-Voting website for casting your vote during the remote e-Voting
period or joining virtual meeting and e-Voting during the meeting.
If you are not registered, follow the below steps:
1. Option to register is available at https://eservices.nsdl.com.
2. Select “Register Online for IDeAS” Portal or click at https://
eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Please follow steps given in points 1-5 above.
B. e-Voting website of NSDL
1. Open web browser by typing the following URL: https://www.evoting.
nsdl.com/ either on a personal computer or on a mobile phone.
2. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID (i.e. your
sixteen digit demat account number held with NSDL), Password/OTP
and a Verification Code as shown on the screen.

341
NOTICE

Type of Members Login Method

4. After successful authentication, you will be redirected to NSDL
website wherein you can see e-Voting page. Click on options available
against company name or e-Voting service provider - NSDL and
you will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual meeting and
e-Voting during the meeting.
5. Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless
voting experience.

NSDL Mobile App is available on

Individual Members holding 1. Existing users who have opted for Easi / Easiest, they can login through
securities in demat mode with their user id and password. Option  will be made available to reach
CDSL e-Voting page without any further authentication. The URL for users to
login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login
or www.cdslindia.com and click on New System Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the
E Voting Menu. The Menu will have links of e-Voting service provider
i.e. NSDL. Click on NSDL to cast your vote.
3. If the user is not  registered for Easi/Easiest, option to register is available
at https://web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing
demat Account Number and PAN No. from a link in www.cdslindia.
com home page. The system will authenticate the user by sending OTP
on registered Mobile & Email as recorded in the demat Account. After
successful authentication, user will be provided links for the respective
ESP i.e. NSDL where the e-Voting is in progress.
Individual Members (holding 1. You can also login using the login credentials of your demat account
securities in demat mode) through your Depository Participant registered with NSDL / CDSL for
login through their depository e-Voting facility.
participants 2. Once logged-in, you will be able to see e-Voting option. Once you click
on e-Voting option, you will be redirected to NSDL / CDSL Depository site
after successful authentication, wherein you can see e-Voting feature.
3. Click on options available against company name or e-Voting service
provider - NSDL and you will be redirected to e-Voting website of NSDL
for casting your vote during the remote e-Voting period or joining virtual
meeting and e-Voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned website.

342 Mastek Limited | Annual Report 2020-21

NOTICE

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Members holding securities in Members facing any technical issue in login can contact NSDL helpdesk by
demat mode with NSDL sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Members holding securities in Members facing any technical issue in login can contact CDSL helpdesk by
demat mode with CDSL sending a request at helpdesk.evoting@cdslindia.com  or contact at 022-
23058738 or 022-23058542-43

II. Login method for e-Voting and joining virtual meeting for Members other than Individual Members
holding securities in demat mode and Members holding securities in physical mode

How to Log-in to NSDL e-Voting website?

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.

2. 
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
“Shareholders/Member” section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown
on the screen.

4. 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 e-services after using your log-in credentials, click on e-Voting
and you can proceed to Step 2 i.e. cast your vote electronically.

5. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300*** and Client ID is 12******
then your user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12************** then
your user ID is 12**************
c) For Members holding shares in EVEN Number followed by Folio Number registered with the
Physical Form. company
For example if folio number is 001*** and EVEN is 101456 then
user ID is 101456001***

6. Your password details are given below:

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your
vote.
b) 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 by NSDL. 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 e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is
communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL in your mailbox from
evoting@nsdl.com. Open the e-mail 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 Beneficiary ID
for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’
and your ‘initial password’.
343
NOTICE

ii. In case you have not registered your 6. You can also take the printout of the votes cast
e-mail address with the Company/ by you by clicking on the print option on the
Depository, please follow instructions confirmation page.
mentioned below in this notice.
7. Once you confirm your vote on the resolution, you
7. If you are unable to retrieve or have not received will not be allowed to modify your vote.
the ‘initial password’ or have forgotten your
password: PROCESS FOR THOSE MEMBERS WHOSE
EMAIL IDS ARE NOT REGISTERED WITH THE
a) Click on “Forgot User Details/Password?” DEPOSITORIES FOR PROCURING USER ID
(If you are holding shares in your demat AND PASSWORD FOR E-VOTING FOR THE
account with NSDL or CDSL) option RESOLUTIONS SET OUT IN THIS NOTICE
available on www.evoting.nsdl.com 31. Members may send a request to evoting@nsdl.co.in
for procuring user id and password for e-Voting by
b) “Physical User Reset Password?” (If you are
providing below mentioned documents.
holding shares in physical mode) option
available on www.evoting.nsdl.com.
a) In case shares are held in physical mode please
c) If you are still unable to get the password provide Folio No., Name of Member, scanned
by aforesaid two options, you can send a copy of the share certificate (front and back),
request at evoting@nsdl.co.in mentioning PAN (self-attested scanned copy of PAN card),
your demat account number/folio number,
AADHAAR (self-attested scanned copy of
PAN, name and registered address.
Aadhaar Card).
d) Members can also use the one-time
password (OTP) based login for casting the b) In case shares are held in demat mode, please
votes on the e-Voting system of NSDL. provide DP ID-Client ID (16 digit DP ID +
Client ID or 16 digit Beneficiary ID), Name,
8. After entering your password, click on Agree
to “Terms and Conditions” by selecting on the client master or copy of Consolidated Account
check box. statement, PAN (self-attested scanned copy of
PAN card), AADHAAR (self-attested scanned
9. Now, you will have to click on “Login” button. copy of Aadhaar Card). If you are an Individual
10. After you click on the “Login” button, Home Member holding securities in demat mode,
page of e-Voting will open. you are requested to refer to the login method
explained at point no.19 “Login method
Details on Step 2 are mentioned below:
for e-Voting and joining virtual meeting for
How to cast your vote electronically on NSDL Individual Members holding securities in demat
e-Voting system? mode”.
1. After successful login at Step 1, you will be able GENERAL GUIDELINES FOR MEMBERS
to see all the companies “EVEN” in which you are 32. The requirement to place the matter relating to the
holding shares and whose voting cycle and General appointment of Statutory Auditors for ratification
Meeting is in active status. by Members at every Annual General Meeting
has been done away with vide notification dated
2. Select “EVEN” of Company for which you wish to
cast your vote during the remote e-Voting period May 07, 2018 issued by the MCA. Accordingly,
and casting your vote during the General Meeting. no resolution is proposed for ratification of
For joining virtual meeting, you need to click on appointment of Auditors, who were appointed from
“VC/OAVM” link placed under “Join General the conclusion of 35th AGM until the conclusion of
Meeting”. the 40th AGM. The Statutory Auditors have given
a confirmation and consent under Sections 139
3. Now you are ready for e-Voting as the Voting page and 141 of the Act and the Companies (Audit and
opens. Auditors) Rules, 2014, to the effect that they are
eligible to continue with their appointment and
4. Cast your vote by selecting appropriate options that they have not been disqualified in any manner
i.e. assent or dissent, verify/modify the number from continuing as Statutory Auditors. The Board
of shares for which you wish to cast your vote of Directors based on the recommendation of the
and click on “Submit” and also “Confirm” when Audit Committee shall determine the remuneration
prompted. payable to the Statutory Auditors.

5. Upon confirmation, the message “Vote cast 33. The certificate from the Statutory Auditors of the
successfully” will be displayed and you will receive Company certifying that the Company’s Employee
a confirmation by way of a SMS on your registered Stock Option Plans V, VI and VII are being
mobile number from Depository. implemented in accordance with the SEBI (Share
344 Mastek Limited | Annual Report 2020-21
NOTICE

Based Employee Benefits), Regulations, 2014, and cast their votes by availing the remote e-Voting
in accordance with the resolution of the Members facility. The remote e-Voting module during the
passed at the general meetings will be made AGM shall be disabled by NSDL for voting 15
available for inspection by the Members. Members minutes after the conclusion of the Meeting.
can also inspect the same by sending an email to
investor_grievances@mastek.com up to date of 40. The Scrutiniser shall, after the conclusion of voting
this Annual General Meeting i.e. September 28, at the AGM, first count the votes cast during
2021. the AGM and, thereafter, unblock the votes cast
through remote e-Voting and shall make, not later
34. It is strongly recommended not to share your than 2 working days from the conclusion of the
password with any other person and take utmost AGM, a Consolidated Scrutiniser’s Report of the
care to keep your password confidential. Login total votes cast in favour or against, if any, to the
to the e-Voting website will be disabled upon Chairman or Company Secretary in writing.
five unsuccessful attempts to key in the correct
password. In such an event, you will need to go 41. The Results declared, along with the Scrutiniser’s
through the “Forgot User Details/Password?” or Report, shall be placed on the Company’s website
“Physical User Reset Password?” option available at www.mastek.com and on the website of NSDL
on www.evoting.nsdl.com to reset the password. at www.evoting.nsdl.com, immediately after
the declaration of the result by the Chairman
35. In case of any queries for e-Voting, you may or Company Secretary or a person authorised
refer the Frequently Asked Questions (FAQs) for by Chairman in writing. The results shall also be
Members and e-Voting user manual for Members immediately forwarded to the Stock Exchanges
available at the download section of www.evoting. where the Company’s Equity Shares are listed
nsdl.com or call on toll free no.: 1800-1020-990 viz. BSE and NSE and be made available on their
and 1800-224-430 or send a request at evoting@ respective websites viz. www.bseindia.com and
nsdl.co.in www.nseindia.com.
36. Members who have cast their votes by remote DOCUMENTS OPEN FOR INSPECTION
e-Voting prior to the AGM may also attend /
participate in the Meeting through VC / OAVM but 42. The Members, desiring any information relating
they shall not be entitled to cast their vote again. to the Accounts, are requested to write to the
Company Secretary at investor_grievances@
37. Any person holding shares in physical form and mastek.com (at least 7 days in advance) to enable
non-individual Members, who acquires shares us to keep the requisite information ready and the
of the Company and becomes Member of the same will be replied by the Company suitably.
Company after the notice is sent through e-mail
and holding shares as of the cut-off date i.e. August 43. The Register of Directors and Key Managerial
27, 2021, may obtain the login ID and password by Personnel and their shareholding maintained
sending a request at evoting@nsdl.co.in. However, under Section 170 of the Act and the Register of
if you are already registered with NSDL for remote Contracts or Arrangements in which Directors are
e-Voting, then you can use your existing user ID and
interested maintained under Section 189 of the Act
password for casting your vote. If you forgot your
password, you can reset your password by using will be available for inspection by the Members.
“Forgot User Details / Password” or “Physical User Members seeking to inspect such documents can
Reset Password” option available on www.evoting. send an e-mail to investor_grievances@mastek.
nsdl.com or call on toll free no. 1800-1020-990 com from their registered e-mail address.
and 1800-224-430. In case of Individual Members
holding securities in demat mode who acquires By Order of the Board of Directors
shares of the Company and becomes a Member For Mastek Limited
of the Company after sending of the Notice and
holding shares as of the cut-off date i.e. August 27,
2021 may follow steps mentioned in the Notice of
Place: Mumbai Dinesh Kalani
the AGM under point 19 “Access to NSDL e-Voting
Date: July 19, 2021 Company Secretary
system.
(Membership Number: FCS 3343)
38. Mr. Prashant Mehta, Proprietor of P. Mehta
and Associates, Practising Company, has been Registered Office:
appointed as the Scrutinizer for conducting voting 804 / 805, President House, Opp. C. N. Vidyalaya,
process in a fair and transparent manner. Near Ambawadi Circle, Ambawadi,
Ahmedabad - 380 006, Gujarat.
39. The Chairman shall, at the AGM, at the end of
discussion on the resolutions on which voting is to CIN: L74140GJ1982PLC005215
be held, allow voting, by use of remote e-Voting Website: www.mastek.com
system for all those Members who are present Email: investor_grievances@mastek.com
during the AGM through VC/ OAVM but have not

345
FREQUENTLY ASKED QUESTIONS

ORGANIZATION RELATED Mastek is well poised to be among the top providers

1. When was Mastek Limited (“the of agile digital transformation solutions and a
Company”) incorporated and when did it significant player within the digital transformation
have its Initial Public Offer? space in retail and financial services.
The Company was incorporated in the name and 4. What is the Vision Statement of the
style of “Management and Software Technology Company?
Private Limited” a private limited company under
Mastek Vision Statement is to be a Global Leader in
the Indian Companies Act, 1956 on May 14, 1982.
digital transformation services. Your Company have
The name of the Company was changed to Mastek
been steadfast in pursuit of this vision. Innovating,
Limited in 1992. The first public offering of equity
developing bespoke solutions and serving clients
shares was made in 1992 followed by another
in a rapidly changing marketplace have enabled to
public issue in 1996.
reposition the Company from a commodity Indian
2. Who are the Founder Members of the - offshore IT services to a high-value impact and
Company? trusted digital transformation partner.
The Founder Members of the Company are 5. What are the Core Values of the
Mr. Ashank Desai, Mr. Ketan Mehta, Mr. Company?
Radhakrishnan Sundar and Mr. Sudhakar Ram
The people, referred to as Mastekeers are the core
(Late).
of your Company’s inspirational growth agenda
3. What is the Company’s area of and are conducted by a set of defined ethical
operations? values. These values, called PACTS (Passionate,
Accountable, Collaborative, Transparent
Mastek (NSE: MASTEK; BSE: 523704), is an
and Sustainable), which are imbued across the
enterprise digital transformation specialist that
organisation, and ensure that no member of the
engineers excellence for customers in UK, US, Middle
East, Asia Pacific and India. It enables large-scale team indulges in outrageous or discriminatory
business change programmes through its service behavior towards anyone within the organisation.
offerings, which include Application Development, This value system, which all Mastekeers are required
Oracle Suite & Cloud Migration, Digital Commerce, to uphold at all times, is rooted in respect for its
Application Support & Maintenance, BI & Analytics, heritage. More importantly, however, it serves as
Assurance & Testing and Agile Consulting. Whether the framework for the behavior of current and
it’s creating new applications, modernising existing future generations of Mastekeers, enabling quicker
ones or recovering failing projects, Mastek helps
and better integration of new Mastekeers into its
enterprises to navigate the digital landscape
family.
and stay competitive. With digital solutions
constituting major part of the business, Mastek is
Passionate- Mastek is fired-up about finding novel
emerging as one of the leaders in Enterprise Digital
Transformation space. Evosys – A Mastek Company, ways to exceed customers’ expectations.
is an Oracle Platinum partner and a leading Oracle
Accountable- Mastek 4.0 (people transformation
Cloud implementation and consultancy company,
serving 1,000+ Oracle Cloud customers across programme) empowers to excel and accept
30+ countries. An Oracle Platinum partner, Evosys individual ownership.
provides solution offerings like Oracle HCM Cloud,
Oracle ERP Cloud, Oracle SCM Cloud, Oracle Collaborative- Mutual respect and teamwork
CX Cloud, Oracle EPM Cloud/ Hyperion, Oracle enrich business outcomes with unique perspectives
Analytics Cloud, Oracle Digital Assistant, PaaS and experiences.
solutions (including custom-built solutions), AI, IoT
and machine learning. Evosys diverse Customer Transparent - Open and honest behavior is core
portfolio consisting Government, Healthcare, to earn trust and deliver exceptional results for
Finance, Logistics, Manufacturing & Distribution stakeholders.
organisations, is a testimony to the expertise and
leadership in Oracle Cloud implementation. Evosys Sustainable - Mastek increases social dividend,
was recognised for Gartner Magic Quadrant for investing as much in communities as in business
Oracle Cloud Application Services, Worldwide improvements.
2021.

346 Mastek Limited | Annual Report 2020-21

FREQUENTLY ASKED
QUESTIONS

6. What is the Quality Policy of the 9. What is face value of the Company’s
Company? Equity Shares and What is the
Building and delivering systems, services and Authorised Share Capital of the
processes that help customers deliver their Digital Company?
vision through
The face value of the Company’s Equity Share is
• Aligning to customer customers’ objectives, ` 5/- per share. The Authorised Share Capital is
being proactive and taking actions to exceed divided into 40,000,000 Equity Shares of ` 5/- each
their business impact providing innovative and 2,000,000 Preference Shares of ` 100/- each.
digital solutions and building software using
latest delivery methodology & engineering 10. Has the Company issued any bonus
practices to deliver superior value to customers shares in past? Has there been any stock
split?
• Effective practice of “Quality Management
System” ensuring quality standards of products The Company had issued bonus shares in the ratio
and services are met prior to delivery through of 1:1 in January 2000 and also in April 2006. The
appropriate quality assurance and quality Company’s shares were sub divided from INR 10/-
control to INR 5/- since November 2000.

• Practicing risk management as inherent part 11. Where one can obtain details of the
of operations with appropriate mitigation Company’s Shareholding?
planning and regular risk tracking
The Shareholding Pattern can be obtained from the
• Striving for continual improvement of the website of the Company at https://www.mastek.
Quality Management System com/investor-information. These are also available
on the websites of BSE Limited (www.bseindia.
• Actively pursuing ever improving quality
com) and the National Stock Exchange of India
through programs that enable each employee
to do their job right the first time and every Limited (www.nseindia.com), where the shares of
time. the Company are listed.

7. What are the Quality Objectives of the 12. How do I buy Company’s shares?
Company? The Company’s shares can be purchased in the
The Quality objectives are- open market in India either through a stockbroker
or through any Financial Institution that provides
• Customer Experience – Satisfaction, Advocacy,
brokerage services at the BSE or NSE. The Company
Loyalty and Value for Money
does not offer a direct share purchase plan to
• Quality of Deliverables outsiders.
• Timeliness of Deliveries
13. Does the Company have a quiet period?
• Productivity and Throughput When is that?
Your Company endeavors to achieve client’s Yes. The Company follows quiet periods i.e. Trading
expectations, quality and delivery performance Window Closure, which is made every quarter
metrics for the industries. Mastek serves as prior to its release of quarterly results. During the
per the respective roadmaps, improve or retain quiet period, the Company or any of its designated
stakeholder’s engagement scores. Focus on
officials will not discuss earning expectations with
building skills and capabilities to keep abreast with
any external parties. As per Company’s Code of
the changing demands of the businesses.
Conduct for Prevention of Insider Trading, the
Trading Window Closure of the Company for every
SHAREHOLDERS RELATED quarter starts from last day of any fiscal quarter
and will continue till 48 hours after the disclosure
8. Which are the Stock Exchanges where
of such financial results / information to the
the Company’s equity shares are listed?
concerned Stock Exchanges.
The Company’s equity shares are listed in India on
BSE Limited since March 30, 1993 and the National
Stock Exchange of India Limited since May 10,
1995. (BSE Scrip Code: 523704; NSE Symbol:
MASTEK).

347
 FREQUENTLY ASKED
QUESTIONS

DIVIDEND, IEPF AUTHORITY, REGISTRAR AND SHARE TRANSFER AGENT

(RTA) RELATED
14. Does Mastek pay dividends? What is the dividend policy of Mastek?
Mastek pays dividends to its Shareholders. The policy for dividend can be accessed here: https://www.mastek.com/
sites/default/files/PDF%20downloads/Corporate%20governance/Dividend%20Distribution%20Policy.pdf

15. What is the past years’ dividend track record of the Company since Fiscal Year 2001?
The past years’ dividend track record of the Company since Fiscal Year 2001 is given below:

Fiscal Year Shares Outstanding Dividend Total Dividends

(in Millions) (` per share) (` in Lakhs)
2001 13.88 2.00 27.77
2002 13.97 3.00 419.07
2003 14.11 3.00 423.42
2004 13.88 3.00 416.40
2005 13.87 7.50 1,036.11
2006 28.14 6.50 1,403.12
2007 28.46 7.50 2,132.34
2008 27.62 10.00 2,557.70
2009 26.90 10.00 2,679.34
2010 26.94 3.25 876.30
2011 26.95 - -
2012 27.02 - -
2013 24.64 3.00 739.15
2014 22.16 4.50 1,040.59
2015 22.55 2.50 563.94
2016 23.00 2.50 574.41
2017 23.38 3.50 817.41
2018 23.60 6.00 1,422.00
2019 23.98 8.50 2,035.00
2020 24.29 8.00 1,945.59
2021 (Interim Dividend) 25.23 5.50 1,361.72

* Final Dividend of ` 9.00 per share is subject to Members approval and not included above.

16. Does the Company have a dividend reinvestment program or dividend stock purchase plan?
The Company does not offer a dividend reinvestment program or dividend stock program at present.

17. Whom does one contact in case of non-receipt of dividend, loss of share certificates, etc.?
You may contact Company’s RTA, who will advise you accordingly. You may also communicate with the Company in
the event of any unresolved issues via Email at investor_grievances@mastek.com with all supporting documents.

18. Is Automated Clearing House (ACH) mode facility available for payment of dividend?
The Company extends ACH mode facility to all its members since longtime. The dividend amount of members availing
ACH mode facility is directly credited to their Bank accounts. Members holding shares in physical form may submit
a request letter with copy of cancelled cheque to RTA for availing ACH mode facility. Those holding shares in demat
form are advised to please update their Demat Account details with proper and correct Bank account details with
their Depository Participant.

348 Mastek Limited | Annual Report 2020-21

FREQUENTLY ASKED
QUESTIONS

19. If dividend warrant is lost / was never Related Transfer Month Equity Shares
received / has expired, how do I get a Financial transferred to
fresh demand draft re-issued? Year IEPF Authority
Please give your request in writing to the 2009-10 November, 2017 48,285
Company’s RTA with details of your folio number/s 2009-10 January, 2018 7,033
and cancelled cheques along with your Email id 2012-13 September, 2020 16,922
and PAN number also to be registered (in the case
2013-14 December, 2020 1,335
of physical holdings) or the DP ID and account
number in the case of dematerialised holdings. In case the Members have any queries on the
After verification, they will register the said details subject matter and the Rules, they may contact
and will arrange to initiate NEFT directly to your the Company’s RTA. The Members / Claimants
designated Bank Account through Dividend Banker. whose shares, unclaimed dividend, etc. have
been transferred to IEPF Authority can claim
To avoid this problem in the future, you can use the
the concerned shares and unclaimed dividend
ECS / ACH facility in which the dividend amount is
by making an application to IEPF Authority in
automatically credited to the Bank Account of your
IEPF Form-5 (available on www.iepf.gov.in). The
choice. To avail of this facility, give your request to
Member / claimant can file only one consolidated
RTA in writing.
claim in a Financial Year as per the IEPF Rules. It
Also, you should consider dematerializing your is in the Members interest to claim any uncashed
holdings through a Depository Participant. This dividends and for future, opt for Automated
would not only eliminate the issues of storage and Clearing House (ACH) mode, so that dividends
risk of loss of paper certificates but also ensure paid by the Company are directly credited to the
automatic crediting of dividends to your Bank investor’s account on time.
Account in time.
21. How can the shares be dematerialised
20. Where can I find details of the dividends and who are the Depository Participants
unclaimed for 7 (seven) consecutive (DP)?
years, the shares in respect of which are The Company’s shares are traded only in electronic
liable to be transferred to the Investor form since June 2000. Shares can be dematerialised
Education and Protection Fund Authority by opening the demat account with any of the
(IEPF Authority)? Depository Participant (DP). DPs are some of the
Pursuant to the provisions of Sections 124 banks, brokers and institutions who have been
and 125 of the Companies Act, 2013 and the registered with National Securities Depository Limited
Investor Education and Protection Fund Authority (NSDL) or Central Depository Services (India) Limited
(Accounting, Audit, Transfer and Refund) Rules, (CDSL). A comprehensive list of DPs is available at
2016, (“the Rules”) notified by the Ministry of www.nsdl.com and www.cdslindia.com.
Corporate affairs effective September 7, 2016
22. How does one transfer his/her shares or
and amendments made thereunder all the
change the address with the RTA?
concerned shares in respect of which dividend
had not been claimed or remained uncashed for SEBI has mandated that, effective April 1, 2019, no
7 (seven) consecutive years or more is required to share can be transferred in physical mode. Hence,
be transferred by the Company to IEPF Authority in the Company / RTA has stopped accepting any
specified Demat Account. fresh lodgement of transfer of shares in physical
form. For the transmission of shares in physical
The web link to find out the detailed list of Equity form and noting your change of address, PAN and
Shares / Dividends transferred to IEPF Authority Email id , you need to write to Company’s RTA.
is available on the website of the Company at
https://www.mastek.com/investor-information as Transfer of shares in the electronic mode is effected
mandated by Ministry of Corporate Affairs (‘MCA’). through your Depository Participant only.

The Company had already transferred following Please write to your Depository Participant (DP)
equity shares to IEPF Authority Demat Account to intimating them of the change and ask for a
comply with the said Rules. confirmation that their records reflect the new
address.

349
FREQUENTLY ASKED
QUESTIONS

FINANCIAL RELATED
23. What are the Financial Highlights of the Company’s Performance this year?
Particulars Consolidated ` in Lakhs Standalone ` in Lakhs
Year Ended Year Ended Year Ended Year Ended
March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Revenue from operations 172,186 107,148 18,714 16,344
Profit after tax 25,175 11,381 1,646 2,745

24. How does one get the Annual Report 27. Whom can I contact for grievances and
and Quarterly Results of the Company? complaints?
The Annual Report as well as Quarterly Results Feel free to contact the Company Secretary at
along with Analysis, Press Release and Analyst Mastek’s Registered Office address or connect
Presentation are available on the Company’s with the Registrar and Transfer Agent viz,
website at https://www.mastek.com/financial- KFIN TECHNOLOGIES PRIVATE LIMITED, Unit:
information.
Mastek Limited, Selenium Building, Tower
These are also available on the websites of BSE B, Plot 31-32, Gachibowli, Financial District,
Limited (www.bseindia.com) and the National Nanakramguda Mandal, Hyderabad – 500 032;
Stock Exchange of India Limited (www.nseindia. Email:. einward.ris@kfintech.com.
com), where the shares of the Company are listed.
28. How does one inform the Company to
25. Does the Company organise any send the correspondence in electronic
Investors / Analysts meetings? form to save the time and have speedy
Conference calls with the Investors/Analysts are communication?
held immediately after the announcement of On account of the threat posed by COVID-19
quarterly results and the transcript of the said and in compliance with the aforementioned
calls are shared with the Stock Exchanges and also
MCA Circulars and SEBI Circular, the copies of
displayed on the Company’s website at https://
the financial statements including Board’s Report,
www. mastek.com/financial-information.
Auditor’s report or other documents required to be
Apart from the quarterly meeting, Investors/ attached therewith (together referred to as Annual
Analysts meetings are also held with senior officials Report), Annual Report for Financial Year 2020-21
of the Company and the Intimation of the said and Notice of Annual General Meeting is being
meets are shared with the Stock Exchanges and sent through electronic mode only.
also disclosed under Investor Information section
on the website of the Company at https://www. Members are requested to follow the procedures
mastek.com/investor- information. as mentioned in the Notice of Annual General
Meeting for registering themselves for receiving
GENERAL DETAILS the further communications electronically.

26. How can a Member access information 29. What are the names of the Subsidiaries
about the Company? (including Evosys entities) of the
Information about the Company is available on its Company and Where are they located?
website. Further, all information that is material The Company’s Subsidiaries have increased (after
in nature is notified to the stock exchanges and the recent Evosys acquisition), the statement
appropriate advertisements are also issued in the attached in Form AOC-1 Annexure to the
newspapers from time to time. Directors Report provides all the relevant details of
Subsidiaries. The addresses of all the Company’s
Members and Investors are also advised to go
through the section on Management Discussion offices are also printed at the end of the Report.
and Analysis and Investor information provided
in the Report on Corporate Governance, as these
30. What is the Employee strength of the
and other parts of this Annual Report provide Group?
substantial information about the Company, that As on March 31, 2021, the Group had 3,792
you may find relevant and useful. employees (including temporary/contractual).

350 Mastek Limited | Annual Report 2020-21

 OFFICE LOCATION OF MASTEK GROUP ENTITIES
(INCLUDING SUBSIDIARIES)
INDIA OFFICES
Mastek Limited Trans American Information Evolutionary Systems Private
Systems Private Limited Limited
Ahmedabad Ahmedabad Ahmedabad
804 / 805, President House, Opposite 804 / 805, President House, Opposite. 1. 11th Floor, Kataria Arcade, Beside
C. N. Vidyalaya, Near Ambawadi C. N. Vidyalaya, Near Ambawadi Adani Vidya Mandir School, S.G.
Circle, Ahmedabad – 380 006. Circle, Ahmedabad – 380 006. Highway, Makarba, Ahmedabad
– 380 054.
2. Acropolis Mall, C Block, 3rd Floor,
Thaltej Cross Road, S.G. Highway
– 380 059.
Mumbai Noida Pune
1. #106 / 107 / 122 / 122 C, SDF IV, B-5, Okaya Business Park, 1st Floor, Office No. 101 A, Gama – 1, Giga
Seepz, Andheri (East), Tower 4, Vatika Business Centre, Space IT Park, Viman Nagar, Pune,
Mumbai - 400 096. Yoga Nand Marg, Sector 62, Noida – Maharashtra – 411 014.
2. #183, SDF VI, Seepz, Andheri 201309.
(East), Mumbai - 400 096.
3. # IT 5 / 6 / 7 / 8, SDF VII, Seepz,
Andheri (East), Mumbai - 400
096.
Navi Mumbai Gurugram Chennai
1. A/7, Mastek Millennium Centre Unit Nos. 101, 101A, 102A and 102B, 1-9 Floor, Plot No 39/1,40/1,41/1,42/1
Millennium Business Park, IRIS Tech Park, Wing A, First Floor, and 43/1, Kochar Globe, Block 5
Mahape, TTC, Off Thane Belapur Sector 48,Sohna Road, of Hamlet Adayar, Alandur Village,
Road, Navi Mumbai – 400 710. Gurugram - 122 018. Industrial Estate at Guindy, Chennai,
2. A/303 Sector 1, Millennium Tamil Nadu – 600 032.
Business Park, Mahape, Navi
Mumbai - 400 710.
Chennai Chennai
Mahindra World City, Plot No. TP Mahindra World City, Plot No. TP
– 5, 4th Avenue, Nathan Sub (PO), – 5, 4th Avenue, Nathan Sub (PO),
Chengalpattu, Tamil Nadu – 603 002. Chengalpattu, Tamil Nadu – 603 002.
Pune
B 1/201, Second Floor, The Cerebrum,
Kumar Cerebrum IT Park, Mulik Nagar,
IT Park Area, Kalyani Nagar,
Pune - 411 014.

351
 OFFICE LOCATION OF MASTEK GROUP ENTITIES
(INCLUDING SUBSIDIARIES)
INTERNATIONAL OFFICES
UK USA / Canada
1. Mastek (UK) Limited 1. Mastek Inc.
a. Pennant House, #2 Napier Court, Napier Road 15601 Dallas Parkway, Suite 250, Addison, TX 75001.
Reading, RG1 8BW, UK 2. Trans American Information Systems Inc.
b. First Floor & Rear Suits, Northspring, 36 Park Row, 15601 Dallas Parkway, Suite 250, Addison, TX 75001.
Leeds, LS1 5JL, UK
3. Mastek Digital Inc.
2. Evolutionary Systems Company Limited 55 York Street, Suite 401, Toronto ON M5J 1R7.
Harrow Business Centre, 429-433 Pinner Road, North
4. Evolutionary Systems Corp & Newbury Cloud Inc.
Harrow, Middlesex HA1 4HN
a. 400 Trade Center, Woburn, MA 01801,
Massachusetts.
b. Century Suites, 100 Trade Center, Woburn, MA
01801, Massachusetts
5. Evolutionary Systems Corp.
Level 17, River Point, 444 West Lake Street, Chicago,
IL 60606
6. Evolutionary Systems Canada Limited
11 Balin Cres.Brampton Toronto, ON L6X 0V5.
Middle East Rest of World
1. Mastek Arabia FZ LLC 1. Evolutionary Systems Singapore Pte Ltd
112, Building 11, Dubai Internet City, PO Box: 500830, Level 42-01, Suntec Tower Three Temasek Boulevard,
Dubai Singapore 038988
2. Evolutionary Systems Consultancy LLC 2. Evosys Consultancy Services (Malaysia) Sdn Bhd.
PO Box 7891, Air Port Road, Abu Dhabi, UAE Suite B-01096, Dataran 3 Two, No. 2, Jalan 19/1,
3. Evolutionary Systems Egypt LLC Petaling Jaya - 46500, Selangor, Malaysia
37 Ali Amer Street - Off Makram Ebeed Street - Infront 3. Evolutionary Systems Pty Ltd
of Child Garden, 6th floor, Flat 603, Nasr City - Cairo – Level 26, 44 Market Street Sydney, NSW 2000
Egypt Australia
4. Evolutionary Systems Saudi LLC 4. Evolutionary Systems B.V.
Suite #1, Delia Plaza, Dabbab Street, Sulaimaniah, Weesperstraat 61, 1018 VN Amsterdam, Netherlands
PO Box: 220032, Riyadh - 11311, Kingdom of Saudi
Arabia.
5. Evolutionary Systems Bahrain WLL
P.O Box 548, Manama, Kingdom of Bahrain.
6. Evosys Kuwait Company for designing and
equipping Computer Centers LLC
Al-Wataniya Tower, 7th Floor, Al-Qibla, Kuwait.
7. Evolutionary Systems Qatar W.L.L
Al Shoumoukh Towers, 10th floor, Tower B, C –Ring
Road, Al Sadd, Doha, Qatar.

352 Mastek Limited | Annual Report 2020-21

 PAN UPDATE/ E-COMMUNICATION REGISTRATION FORM
(FOR PHYSICAL HOLDER OF SHARES WHO HAS NOT YET UPDATED THEIR E-MAIL ID, PAN AND / OR BANK ACCOUNT
DETAILS WITH THE COMPANY OR ITS RTA)
To,
KFIN TECHNOLOGIES PRIVATE LIMITED
(Unit: MASTEK LIMITED)
Selenium Tower B, Plot 31 & 32,
Financial District, Nanakramguda, Serilingampally Mandal,
Hyderabad - 500 032, Telangana.
Toll Free No.: 1-800-309-4001
Email: einward.ris@kfintech.com

Folio No.
Name of the sole / first named Member
Name of joint holder(s)
Registered Address of Member
Permanent Account Number (PAN) (Self – Attested Copy to be
attached)
E Mail ID to be registered
Mobile No.

Bank Account Details : (for electronic credit of unpaid

dividends and all future dividends)

Name of the Bank

Name of the Branch

Account Number (as appearing in your cheque book)

Saving Current Cash Credit

Account Type (Saving / Current / Cash Credit)

9 Digit MICR Number (as appearing on the MICR cheque

issued by the bank) Please enclose a photocopy of a
cheque for verification

11 Digit IFSC Code

Date: Signature of the Member: _____________________

Note:

1. Members holding shares in demat mode are requested to contact their Depository Participant (DP) for updation of
above details.

2. Members are requested to keep DP / RTA / Company informed as and when there is any change in the email address.
Unless the E-mail ID given above is changed by you by sending another communication in writing / E-mail, the
Company will continue to send the documents to you on the above mentioned E-mail ID.

3. Members hereby authorize Company to send all the correspondence on the above mentioned E-mail ID.

4. Please enclose a self-attested copy of PAN card of the first named member, original cancelled cheque leaf, and
address proof (Aadhaar card) as required for updating of the details along with this form.

353
NOTICE

355
Mastek Limited
#106 / 107, SDF IV, Seepz,
Andheri (East),
Mumbai - 400 096
Tel: +91-22-6722-4200

www.mastek.com