FUTURE TATA ELXSI Directors Report


1 The Directors are pleased to present the Twenty Eighth Annual Report on the business and operations of the Company along with the Audited Statements of Accounts for the financial year ended March 31, 2017.

2. Result of Operations - Extract

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Amount available for appropriation



Dividend on Equity Shares



Tax on Dividend



General Reserve



Balance Profit carried to Balance Sheet



3. Dividend

Your Directors recommend for your approval, a dividend of 160% (Rs, 16/- per share) for the year ended 31st March, 2017, compared to 140% (Rs,14 per share) in the previous year.

This will involve an outgo of Rs, 59.96 crores compared to Rs, 52.46 crores in the previous year, including dividend distribution tax.

The Company has adopted a Dividend Distribution Policy (DDP), a copy of which is available in the Investors section of the company website: https://tataelxsi.com/investors/investor-relations.html.

4. Reserves

Your Directors have approved a transfer of Rs, 10 crores to the General Reserves for the year ended 31st March, 2017, as against an amount of Rs,10 crores in the previous year.

5. Review of Operations

The total income during the year under review increased by 15% from Rs, 1087.07 crores in the previous year to Rs, 1249.41 crores.

The Profit Before Tax (PBT) increased by 11% from Rs, 236.34 crores in the previous year to Rs, 261.50 crores. The Profit After Tax (PAT) increased by 12% from Rs, 154.81 crores in the previous year to Rs, 173.29. Crores.

During the year under review, your Company continued its momentum of growth despite the global slowdown in IT and R&D spend, and adverse currency impact, especially with the British Pound, which depreciated over 20%, during the year.

The growth was driven primarily by Your Company''''s concerted effort in growing its revenues from design and technology services, and focusing on select industry segments. This was supported by effective cost control and improved utilization.


Industry Outlook

In FY2017, IT-BPM exports from India is expected to reach USD 117 billion, a 7.6% year-on-year growth. ER&D (Engineering Research & Development) continues to be the fastest growing segment at 10.5%, driven by global OEMs increasingly embedding software & services into their products.

Business Analysis

Our operations are classified into two business segments, i.e. Software Development & Services and Systems Integration & Support.

Software Development and Services

This business segment grew by 15.7% from Rs, 1008.17 crores in the previous year to Rs, 1166.45 crores in FY17. The segment profit increased by 10.5% from Rs, 259.66 crores in the previous year to Rs, 286.97 crores during FY17.

The software development and services segment consists of two distinct business divisions:

Embedded Product Design

The Embedded Product Design (EPD) division provides technology consulting, new product design, development, and testing services for the broadcast, consumer electronics, healthcare, telecom and transportation industries.

We see an exponential increase in the technological complexity required to develop and deliver new products and services. In addition, advanced technologies like Artificial Intelligence, Virtual Reality, Cloud based applications and IoT (Internet of Things) are being integrated into consumer contexts, services and products.

Your company is actively investing in developing capabilities in these technologies and providing solutions and services for the emerging technologies such as IoT (Internet of Things), cloud, mobility, and artificial intelligence.

Customer experience is going to be the key differentiator for businesses of the future. The ability to provide users with products, solutions and services that humanize the complexity of the underlying technologies and make them intuitive and easy to use will drive customer delight, loyalty and business growth.

This presents us with a unique opportunity to leverage our technological capabilities, user centric design and creative experience, and position ourselves as an integrated design and technology services provider.

Tata Elxsi was awarded the ''''Best in Engineering Innovation'''' award by Electronics Maker at the Best of Industry Awards ceremony 2016, in recognition of our excellence in delivering innovation to customers, including technology consulting, new product design, development, and testing services.

The key sectors addressed by EPD include:


We offer electronics, software development and system design services for the automotive, rail and aerospace industry.

We leverage our cross-technology expertise in multimedia, imaging, connectivity technologies and well-established processes for automotive software development, to support both car manufacturers and system suppliers in product development and engineering.

We are also working on emerging requirements for mass transportation and urban mobility solutions for smart cities of the future.

We are actively investing in developing solutions and software components that help accelerate time to market and innovation for our customers. This includes solutions for next-gen infotainment, driverless cars and V2X.

We participated in leading trade shows and events such as the CES 2017 (Consumer Electronics Show) in Las Vegas and Car HMI Europe 2016 in Germany, where we showcased our capabilities and new product offerings for autonomous vehicles, connected cars and next-gen infotainment.

We are members of leading consortiums and technology standards bodies related to the automotive industry such as Genivi and AUTOSAR, and actively participate in associated events such as Genivi All Member Meet in California and Automotive Linux Summit in Japan.

Broadcast and Communications

We address the complete product development lifecycle from R&D, new product development and testing to maintenance engineering for Broadcast, Consumer Electronics and Communications.

We engage with leading Broadcast and Communications service providers across the world for the development of value-added applications, and help them reduce engineering costs associated with development and deployment through cost-effective offshore services.

Emerging technologies such as IoT (Internet of Things) and Analytics are creating new opportunities to drive operational efficiency, reduce costs, deliver new services to consumers and enable new streams of revenues for operators and product manufacturers.

We are investing in developing capability to support customers in these new technologies and help them in their digital transformation journey.

With the advent of a variety of screens, platforms and communication technologies, the complexity of test automation has scaled up exponentially for the broadcast industry.

We have developed a Test Automation solution that incorporates Artificial Intelligence to enable operators automate their entire testing.

We continue to participate in leading international industry events and standards bodies, to strengthen our leadership position and keep abreast of technology trends.

Tata Elxsi featured in the leading broadcast event IBC 2016 (International Broadcasting Convention), with a session on the topic "What Caught My Eye: Future business opportunities". We also featured in RDK Americas Summit 2017, with a session titled ''''RDK Machine Learning = Predictive Analytics That Satisfy'''', where we shared our insights on rise of Predictive Analytics fueled by Machine Learning.

Industrial Design and Visualization

Tata Elxsi helps customers develop endearing brands and products by using design and technology as a strategic tool for business success. It has supported the launch of multiple brands and products across the world, winning various international awards for design and innovation.

This division services a broad spectrum of industries including automotive, consumer electronics, retail & consumer goods and healthcare.

As an added offering, we offer visualization services to help customers & marketing organizations communicate their product capabilities better to their end consumers.

Tata Elxsi has won the coveted international iF Design Award 2017, for Kochi Metro Rail Limited. Our comprehensive passenger experience design to develop India''''s first seamless and integrated transport system for Kochi Metro, impressed the 58 professional judges from around the world.

Tata Elxsi was awarded the ''''Best Industrial Design Studio'''' award 2016 by Pool Magazine - India''''s first International Design Magazine. The jury recognized our overall approach to work and business and appreciated our work ethics, teamwork, customer response, organizational response and open & transparent methodologies.

Systems Integration and Support

During the year under review, our Systems Integration & Support segment reported a turnover of '''' 66.58 crores and profit of '''' 8.35 crores.

We implement and integrate complete systems and solutions for High-Performance Computing, Computer Aided Design, Virtual Reality, Storage, and Disaster Recovery. We also provide Professional Services for maintenance and support of IT infrastructure in India and overseas.

We continue to focus on increasing the share of software sales and support services in this segment, for improved margins.

We are also expanding our solution portfolio, with technologies like 3D printing to cater to emerging industry needs. Threats, concerns and risks

Protectionist government policies and tightening of Visa rules, especially in the US, may create barriers for on-site deployment of India-based talent. We are focusing on maximizing offshore project execution, and hiring locally wherever necessary and possible, in order to mitigate the impact of such policies.

Currency volatility continues to be a risk. Our revenues are well distributed amongst various currencies and geographies, thereby reducing the impact from any single geography or currency to some extent.

As a technology-led design company, we continue to invest in acquiring and retaining the best talent, as well as continuous skill development, to help absorb the rapid changes in technologies and deliver greater value to our customers.

We constantly endeavor to stay ahead of the technology curve by building capabilities and solutions to meet the current and future needs of our customers.

For example, in the area of autonomous driving, we have developed an indigenous autonomous vehicle middleware platform ''''Autonomai'''', that integrates futuristic technologies such as AI and deep learning to help OEMs (Original Equipment Manufacturers) and system suppliers rapidly build driverless cars of the future.

Internal Control Systems and their adequacy

We believe that internal control and risk management are necessary prerequisites of the principle of governance. Our Management is committed to ensuring an effective internal control environment, commensurate with the size and complexity of the business, which provides assurance on the efficiency of operations and security of assets. We have an effective internal control system, which ensures that all our assets are safeguarded and protected against any losses.

We have co-sourced the internal audit function. We have entrusted quarterly internal audits to an external Audit firm of repute. In addition, the in-house internal audit team also regularly carries out audits of specific processes. Their annual audit plans are approved by the Audit Committee of the Board. Based on the internal audit reports, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Internal Audit Reports along with corrective actions are discussed with the Management and are reviewed by the Audit Committee of the Board, which also reviews the adequacy and effectiveness of our internal controls.

Financial Analysis







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Profit after tax for the year






Analysis of Overheads


2016-17 Rs, crores

2015-16 Rs, crores

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Communication expenses




Inland travel and conveyance




Overseas travel




Consultant fees for software development




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Significant Ratio Analysis








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Current Ratio

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Human Resources

Your Company recognizes the critical importance of its human capital. As a technology-led design company, we continue to attract and retain top talent. Capacity addition, through the induction of fresh engineers and lateral hires are driven by the annual business planning exercise. Your Company takes significant initiatives to increase efficiency through Leadership training, Performance management, Talent development, Employee engagement and Succession planning.

Our total headcount including consultants was 5205 as of March 31, 2017.

Quality initiatives

We have instituted very strong quality processes in the execution of our software development projects, and implemented robust information security management processes to assure our global customer base of the required level of confidentiality and protection of data and information. We have also been assessed and certified organization wide for industry-specific standards such as ISO 9001:2008 and ISO 27001:2013. Additionally, for Medical Engineering BU we have ISO 13485:2012 certification and for Automotive and Transportation BU we have Transportation SPICE OML5 certification.

Tata Business Excellence Model (TBEM)

Tata Business Excellence Model (TBEM) is a ''''customized-to-Tata'''' adaptation of the globally renowned Malcolm Baldrige model. The TBEM philosophy has been molded to deliver a combination of strategic direction and concerted effort to maximize business performance. This is managed through an annual process of assessment and assurance.

TBEM is administered and coordinated through TBExG, a division of Tata Sons. Its criterion is designed to help Tata organizations use an integrated approach to organizational performance management that results in:

- Delivery of ever-improving value to customers and stakeholders, contributing to organizational sustainability

- Improvement of overall organizational performance practices, effectiveness and capabilities

- Organizational and personal learning

As one of the key companies within Tata group, Tata Elxsi is covered under TBEM and assessed on an annual basis by a select team constituted by TQMS.

During this year''''s assessment we crossed an important milestone and have been recognized as an ''''Emerging Industry Leader''''.

7. Directors and Key Managerial Personnel

In terms of Section 152 of the Companies Act, 2013 Dr. Gopichand Katragadda retires by rotation and being eligible offers himself for re-appointment.

Mr. Piyush Mankad, Independent Director, retired from the Board with effect from November 19, 2016 in terms of his appointment. The Board placed on record their appreciation for the valuable contributions and guidance rendered by Mr. Mankad during his tenure on the Board and the Committees in which he was member.

The Board, on the recommendation of the Nomination & Remuneration Committee, had at its meeting held on July

26, 2016 appointed Mr. Sudhakar Rao as an Additional Director (Independent Director) of the Company with effect from August 01, 2016. In terms of section 161(4) of the Companies Act, 2013 Mr. Sudhakar Rao holds office up to the date of the ensuing Annual General meeting and being eligible offers himself for re-appointment. Notice has been received from a member u/s 161 of the Companies Act, 2013, proposing Mr. Sudhakar to the office of the Directorship of the Company. The Board recommends the appointment of Mr. Sudhakar Rao as an Independent Director to hold office up to July 31, 2021.

The Board, on the recommendation of Nomination & Remuneration Committee, at its meetings held on October 27, 2016 and April 27, 2017 has, subject to the approval of the members, re-appointed Mr. Madhukar Dev as the Managing Director & Chief Executive Officer (MD&CEO) of the Company for a period of 2 years 8 months and 16 days with effect from 16.01.2017 up to 1.10.2019.

During the year under review, Five (5) Board meetings were held and have been well attended by the Directors. The calendar of meetings for the year 2017-18 has been circulated to all the directors detailing the schedule of Board and Committee meetings during 2017-18.

The Independent Directors have submitted their declaration that they fulfill the requirements as stipulated in Section 149 (6) of the Companies Act, 2013. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013 the Independent Directors had separate meetings on 28th April, 2016 during 2016-17.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the company are Mr. Madhukar Dev, MD & CEO, Mr. K. Ramaseshan, CFO and Mr. G. Vaidyanathan, Company secretary. There is no change in the KMP during the year.

8. Directors'''' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''''s internal financial controls were adequate and effective during the financial year 2016-17.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanations relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of our state of affairs at the end of the financial year and of our profit and loss for that period.

(c) The Directors had taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with the provisions of Companies Act 2013, for safeguarding our assets and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by us and that such internal Controls are adequate and were operating effectively;

(f) The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Particulars on Remuneration

The statement showing the names of the top ten employees in terms of remuneration drawn and the information required under Section 197(12) of the Companies Act 2013 Read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors'''' Report and have not been attached. However, in terms of first proviso to Section 136(1) the particulars as referred above are available for inspection at our Registered office during business hours on working days, up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

Particulars pursuant to Section 197(12) of the Companies Act 2013 Read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are provided as under.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Non-Executive Director

Ratio to median remuneration

Mr. N G Subramaniam


Mr.Patrick McGoldrick


Mrs. S. Gopinath


Dr. G Katragadda


Pro. M.S. Ananth


Mr. Sudhakar Rao1


Mr. Piyush Mankad *


Executive Director

Mr. Madhukar Dev, MD & CEO


*since the information is part of the year, the same is not comparable (For Non-Executive Directors (NEDs) only commission is considered).

(ii) Percentage increase in the remuneration of the Directors and KMPs for the financial year:

Directors, Managing Director & CEO, Chief Financial Officer and Company Secretary

% increase in the remuneration of Directors/ KMP in the Financial year

Mr. N G Subramaniam


Mr. Patrick McGoldrick


Mrs. S. Gopinath


Dr. G Katragadda


Prof. M.S. Ananth*


Mr. Sudhakar Rao*


Mr. Piyush Mankad*


Mr. Madhukar Dev, MD & CEO


Mr. K.Ramaseshan, CFO


Mr. G Vaidyanathan, Company Secretary


(v) 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;

The average increase in salaries of employees other than managerial personnel in 2016-17 was 11.5 %. Percentage increase in the managerial remuneration for the year was 20%.

(vi) The Company hereby affirms that the remuneration is as per the remuneration policy of the company.

The Board has adopted a Remuneration Policy as also the Charter for the Nomination & Remuneration Committee (NRC). The Policy covers the Policy on remuneration to our Managing Director, Key Managerial Personnel and other officers. The Charter lays down the Rights, Roles and Responsibilities of the NRC. A Policy on Board diversity has also been adopted by the Board. A comprehensive Governance Guidelines for Board effectiveness has also been adopted by the Board on the recommendation of NRC. The Guidelines lay down the following:

- Composition and Role of the Board (Role of the Chairman, Directors, size of the Board, Managing Director, Executive Director, Non-Executive Directors, Independent Directors, their term, tenure and Directorship).

- Board appointment. Industrial Development.

- Directors'''' remuneration (Guided by Remuneration policy).

- Subsidiary oversight.

- Code of Conduct (Managing Director, Executive Director, Non-Executive Directors, Independent Directors).

- Board effectiveness review.

- Mandate of the Board Committee.

The Remuneration Policy and the Charter for NRC are available at http://www.tataelxsi.com/company/board-of-directors/related links/Policies

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

The particulars pursuant to section 134 (m) of the Companies Act, 2013 is attached with this report as Annexure-A.

11. Business Responsibility Report (BRR)

In terms of the regulation 34(2) (f) Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (''''Listing Regulations") the Business Responsibility Report is attached as Annexure-B.

12. Risk Management Policy

The Board has adopted a Risk Management Policy to identify and categorize various risks, implement measures to minimize impact of these risks where it is deemed necessary and possible, and a process to monitor them on a regular basis. More details are given under Section-6 of Corporate Governance Report.

13. Corporate Social Responsibility

Corporate Social Responsibility (CSR) committee has been constituted for the purposes of recommending and monitoring the CSR initiatives of the Company.

The Board on the recommendation of CSR Committee adopted a CSR Policy. The same is available on Company''''s website at (http://www.tataelxsi.com/company/corporate-sustainability). The CSR objectives are designed to serve societal, local and national goals in the locations that we operate in, create a significant and sustained impact on local communities and provide opportunities for our employees to contribute to these efforts through volunteering.

The Annual Report on the CSR initiatives undertaken by the Company as per the Companies (Corporate Social Responsibilities Policy) Rules, 2014 is annexed as Annexure-C. The detail of the CSR Committee and its composition is given in section-7 of the Corporate Governance Report.

14. Corporate Governance

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors'''' Certificate regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

15. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Jayashree Parthasarthy, a Company Secretary-in-Practice, was appointed to undertake the Secretarial Audit. The Report of the Secretarial Audit for the year ended 31st March,

2017 is attached to the Directors'''' Report at page No. 39.

16. Prevention of Sexual Harassment

We have zero tolerance for sexual harassment at workplace and have adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and Redressal of complaints of sexual harassment at workplace.

No concerns have been raised under POSH during the year 2016-17.

17. Vigil Mechanism

Our company has established a "Vigil Mechanism" for its employees and Directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company''''s ''''Code of Conduct''''.

To this effect, the Board has adopted a ''''Whistle Blower Policy'''' (WBP), which is overseen by the Audit Committee. The policy provides safeguards against victimization of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review.

The said policy has been posted on our intranet where all the employees have access. Our Company conducts ''''Policies Awareness Campaign'''' regularly for its employees at its various centers, and the WBP also features in the campaign amongst others.

18. Others

There are no loans, guarantees and investments made by us u/s 186 of the Companies Act, 2013 during the year under review.

The extract of Annual Return in MGT-9 is attached and forms part of the Directors'''' report. We have neither accepted nor renewed any deposit during the year under review.

The Unclaimed Dividend in respect to the financial year 2009-10 is due for remittance to Investors'''' Education & Protection Fund (IEPF) on August 31, 2017 in terms of Section 125 of the Companies Act, 2013.

There are no material changes and commitments affecting the Company''''s financial position between the end of the financial year to which this financial statement relate and the date of this report.

19. Auditors

Delloitte Haskins & Sells (DHS), Chartered Accountants, the Statutory Auditors, who have been appointed at the Annual General Meeting, held on 18th July, 2014 for a period of 3 years retires at the conclusion of the ensuing Annual General Meeting. The Board places on record their appreciation for the valuable contribution on the Audit and review front made by Deloitte Haskins & Sells (DHS) during their long association with the Company.

The Board has consented to recommend to the members the appointment of M/s BSR & Co. LLP, Chartered Accountants, as the statutory auditors of the company for a period of 5 years from the conclusion of 28th Annual General Meeting up to the conclusion of the 33rd Annual General meeting to be held in the year 2022 subject to ratification of their reappointment by the members at each AGM to be held between the above periods. M/s. BSR & Co. LLP has confirmed vide their certificate dated April 12, 2017 that they in compliance to the conditions provided in Section 139(1) read with Section 141 of the Companies Act, 2013.

20. Acknowledgements

Your Directors wish to thank employees, customers, partners, suppliers, and above all, our shareholders and investors for their continued support and co-operation.

On behalf of the Board of Directors

N.G. Subramaniam


Bengaluru, 27th April, 2017

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.

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