EClerx Services : Transcript of 22nd AGM

TRANSCRIPT OF 22ND ANNUAL GENERAL MEETING OF ECLERX SERVICES LIMITED HELD ON WEDNESDAY,

SEPTEMBER 21, 2022 THROUGH VIDEO CONFERENCING

Mr. Pratik Bhanushali, Company Secretary:

Hello All. It's 12:30 and we will commence our AGM. Good afternoon Shareholders. I, Pratik Bhanushali, Company Secretary of eClerx Services Limited welcome you all to this 22nd Annual General Meeting of the company. Like last two years, this Annual General Meeting is being held through video conferencing without the physical presence of members in accordance with the circulars and the notifications issued by the Ministry of Corporate Affairs and Securities Exchange Board of India. I now request Mr. Anish Ghoshal, Chairman of the Board and Independent Director of the company who is attending this meeting through video conferencing from eClerx's corporate office at Mumbai to commence the proceedings of the 22nd AGM of the company with the information to him that the requisite quorum for the meeting is present. Over to you Sir.

Mr. Anish Ghoshal, Chairman:

Good afternoon shareholders. I welcome you all to the 22nd Annual General Meeting of the Company. I hope you are all safe and in good health. On behalf of the Board, I would like to express gratitude for all the support from the shareholders. As the requisite quorum in terms of Companies Act, 2013 is present, I call this meeting to order. Due to certain exigencies Mr. Naval Bir Kumar, Additional Non‐Executive Independent Director of the Company could not attend this Annual General Meeting. May I now request my fellow Board members, members who are attending this meeting virtually from their respective locations to introduce themselves. I will call out the names one by one.

Mr. Anjan Malik. Mr. Biren Gabhawala

Mr. Biren Gabhawala:

Good afternoon shareholders. This is Biren Gabhawala and I serve as a Non‐Executive Independent Director on Board of the company. I am attending this AGM through video conferencing from Mumbai. Thank you.

Mr. Anish Ghoshal, Chairman:

Ms. Deepa Kapoor.

Ms. Deepa Kapoor:

Good afternoon shareholders. This is Deepa Kapoor and I serve as a Non‐Executive Independent Director on the Board of the company as well. I'm attending this AGM through video conferencing from eClerx corporate office in Mumbai. Thank you.

Mr. Anish Ghoshal, Chairman:

Thank you. Mr. Naresh Chand Gupta, please.

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Mr. Naresh Chand Gupta:

Good afternoon shareholders. I'm Naresh Chand Gupta and I serve as an Additional Non‐Executive Independent Director on the Board of the company. I'm attending this meeting from Noida via video conferencing. Thank you.

Mr. Anish Ghoshal, Chairman:

Mr. P D Mundhra.

Mr. Priyadarshan Mundhra:

Good afternoon shareholders. I'm P D Mundhra and I serve as the Executive Director on the Board of the company. I'm attending this AGM through video conferencing from Mumbai. Thank you.

Mr. Anish Ghoshal, Chairman:

Mr. Shailesh Kekre.

Mr. Shailesh Kekre:

Good afternoon shareholders. I'm Shailesh Kekre and I serve as a Non‐Executive Independent Director on the Board of the company. I'm also attending this AGM through video conferencing, from Bangalore. Thank you.

Mr. Anish Ghoshal, Chairman:

Mr. Srinjay Sengupta.

Thank you Board members for introducing yourselves. We also have with us Mr. Srinivasan Nadadhur, CFO and Mr. Pratik Bhanushali, Company Secretary attending from the eClerx corporate office at Mumbai. Representatives of S.R. Batliboi & Associates, Statutory Auditors and Mehta & Mehta, Secretarial Auditors, are also attending this meeting through video conference.

As there is no physical attendance at this AGM, the requirement of appointing proxies is not applicable. In terms of the applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder, all the statutory registers and documents referred to, in the Notice of AGM are available to members for online inspection throughout the meeting.

The Secretarial Auditor Certificate under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other documents and records, as are required to be kept open for inspection during the AGM are also available during the continuance of the AGM.

I would like to apprise the members that respective Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee are present. The Company has taken all feasible efforts under the current circumstances to enable members to participate through video conferencing and vote at the AGM. I thank all the members, colleagues on the Board, Auditors and all others for joining this meeting.

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As the notice of the AGM, its addendum dated September 9, 2022 and the Annual Report which includes Chairman's speech, have already been circulated to the members electronically, I will take the Notice convening the AGM along with its addendum, Chairman's speech, Directors report and the Financials, as read. Since there are no qualifications in the Statutory Auditors Report and the Secretarial Audit Report, the Auditor's Report and the Secretarial Audit Report are not required to be read.

In terms of section 108 of the Companies Act 2013 read which rule 20 of the Companies (Management and Administration) Rules 2014, your Company had provided the facility to its members holding shares in physical and demat form as on the cut‐off date, being September 14, 2022, to exercise their right to vote by electronic means i.e. Remote e‐voting on all of the businesses specified in the Notice of the 22nd AGM dated August 9, 2022. The Company engaged the services of KFin Technologies Limited for facilitating Remote e‐voting for AGM. Individual shareholders with holding in demat form were required to cast votes through their respective Depository Participants, as detailed in the said Notice of AGM. For Non‐Individual shareholders and shareholders holding securities in physical form, voting was allowed through e‐voting website of KFin Technologies Limited. The facility for casting vote through Remote e‐voting was made available from Friday, September 16, 2022, from 9.00 am IST to Tuesday, September 20, 2022 till 5.00 pm IST. Members who have not voted earlier through Remote e‐voting can cast their vote electronically at the AGM using Instapoll facility for which the Company has engaged the services of KFin Technologies Limited. If a member has already cast his or her vote through Remote e‐voting, then such members should not cast his or her vote again through Instapoll. Such vote would be considered as invalid. The Instapoll facility for voting at the AGM will remain open for 15 minutes after the voting is announced. The Board of Directors has appointed Ms. Ashwini Inamdar of Mehta & Mehta, Practicing Company Secretaries as a scrutinizer to scrutinize the Remote e‐voting process and the voting at the AGM through Instapoll process in a fair and transparent manner as stipulated under Section 108 of Companies Act 2013 read with the Companies (Management and Administration) Rules, 2014. The scrutinizer has confirmed that all the applicable requirements of the said Section and Rules have been complied with. At the end of the Remote e‐voting period, the facility was blocked. After the conclusion of voting at the AGM through Instapoll, the votes cast through Instapoll at the meeting will be first downloaded by the scrutinizer and thereafter, the scrutinizer will unblock the votes cast through Remote e‐voting. As the AGM is being held through video conferencing and the resolutions mentioned in the notice have already been put to vote through Remote e‐voting, there'll be no proposing and seconding of the resolutions. May I now invite members who have registered to speak, to express their views or comments on the annual performance and raise queries, if any and request the moderator to call out the names one by one.

Moderator:

Thank you, Sir. Our first speaker of the day Mr. Vinay Vishnu Bhide. I request Mr. Vinay to unmute your audio, switch on your camera and proceed Sir. Mr. Vinay Vishnu Bhide.

Mr. Vinay Vishnu Bhide:

Hello.

Moderator:

Yes, Sir. You are audible, please proceed.

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Mr. Vinay Vishnu Bhide:

I've enabled my camera also. I'll start.

Moderator:

Sure sir.

Mr. Pratik Bhanushali, Company Secretary:

Mr. Vinay, just a second. Before you do that, sorry for interruption. I think due to some technical mic related issue, Mr. Anjan Malik and Mr. Srinjay Sengupta could not give their introduction. So I would request Mr. Anjan Malik to give the introduction and state the location from where he's joining. Then Srinjay can follow.

Mr. Anjan Malik:

Hi, this is Anjan Malik, Independent Director joining from my home in London.

Mr. Anish Ghoshal, Chairman:

Thank you Mr. Malik. Mr. Sengupta.

Mr. Srinjay Sengupta:

Good afternoon shareholders. This is Srinjay Sengupta and I serve as Non‐Executive Independent Director on the Board. I'm attending the AGM through video conference from England.

Mr. Pratik Bhanushali, Company Secretary:

Thank you both. Mr. Vinay you can start.

Mr. Anjan Malik:

Actually Non Independent Director. Anjan Malik, Non Independent Director.

Mr. Vinay Vishnu Bhide:

Hello, moderator, Can you please enable the video? I think the audio is on, you have to enable the video. Anyway I will start, not wait. Chairman Mr. Anish Ghoshal, Executive Director Mr. Priyadarshan Mundhra, Non‐Executive Directors present in today's meeting, Company shareholders, Good afternoon to all of you. As already announced I'm Vinay Bhide, Company shareholder speaking from Mumbai. High revenues of 1551 crores versus 1200 crores in the previous year, supported by a higher net profit of 355 crores versus 229 crores in the previous year, were the highlights of, you know, past concluded year i.e. financial year 22. The higher net profit was aided by better net profit margin. I'll now with your permission, Sir, I've got three questions. Now two, three or four questions to ask from the Board and they are as follows. The first question is on the Client segmentation. On page 37, we have shown the client segmentation based on 12 month accrued revenues, as you know, in three buckets‐ US $0.5‐1 million, 1‐2.5 million and More than 5 million. The figures for FY22 were 25, 26 and 13 respectively. My question here is that, can we assume that the trend in the growth of clients in each of these three buckets as seen in the last two financial years also continues in the present year? So that was question no. 1, Sir. Second question is on

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Personive or Personiv, whatever is the product. Personiv added 31 new logos in the last financial year i.e. financial year 22. I would like to know what is the trend for logo additions for Personiv in the current year? That was question no.2. Question no.3 is, the revenues from geographies. Revenues from Europe in financial year 2022 was 3594 million versus 2996 million in the previous year. In the UK geography, it was 1345 versus 977 million. So considering you know, the problems that Europe and UK are, you know, seeing in the present situation, what is the trend in terms of you know, the order book or the execution in both these geographies? If you could just give us, you know, some flavor that would be helpful. And the final question is on the infrastructure spends in our organization, the internal IT spends. So, what was the IT Capex or Opex spend in financial year 22? And what is the budget that we have planned for the current financial year? Otherwise, I think you know, we are really going very steady and going great guns. It will not be fair on my part to take common time and ask any further questions. So, I support all the resolutions. I, you know, wish the Directors and the employees all the best and thank you for giving me an opportunity to speak Sir.

Mr. Anish Ghoshal, Chairman:

Thank you, sir.

Moderator:

Sir, next speaker Mr. Kirti Shah has not joined. Now we'll move on to our third speaker, Lekha Satish Shah. I request you to unmute your audio, switch on your camera, Madam.

Ms. Lekha Satish Shah:

Hello, can you hear me?

Moderator:

Yes, madam.

Ms. Lekha Satish Shah:

Thank you. Thank you sir. Respected Chairman Sir, Board of Directors and my fellow members, Good afternoon to all of you. Myself, Lekha Shah from Mumbai. First of all, our Company Secretary ‐ Pratik Bhanushali Sir को म

ध वाद बोलना चाहती ँउनकी टीम सेभी एक मैडम था unko thanks बोलना चाहती ँमुझेtime पर AGM रपोट और मुझे

याद भी कराया आज मीिटंग हैमैडम आप को log in करना हैPratik सर आपको भी म ब त कुछ ध वाद बोलती ँऔर आपकेएनुअल रपोट म आप इतनी अ ी तरह सेसब कुछ समझाया सर उसमेभी अ ा और चेयरमैन सर Thank you for explaining us about the Company. Congratulations for excellent work Sir. Sir, I pray to God that he always showers his blessings upon you. Sir, I would like to ask few questions. My first question is, has there been any impact of Covid second wave on the company operations? My second question is, what is the road map for two years? My third question is, how many women employees are working in our office? Sir, I would like to say, I strongly support all the resolutions for today's meeting and my best wishes always for the Company and its prosperity. Pratik sir, meeting होनेकेबाद म मुझेजरा contact कर दीिजयेगा Thank you so much. Thank you, Sir.

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