Happiest Minds Technologies Ltd
Directors Reports
Dear Members,
Your Directors take pleasure in presenting the Twelfth Annual Report
covering the highlights ofthe finances, business, and operations of your Company. Also
included herein are the Audited Financial Statements of the Company (standalone and
consolidated) prepared in compliance with Ind AS accounting standards, for the financial
year ended March 31,2023.
Highlights of Financial Performance
(Amount in Rs lakhs)
| Description |
Standalone |
Consolidated |
|
March 31,2023 |
March 31, 2022 |
March 31,2023 |
March 31,2022 |
| Revenue from Operations |
1,33,255 |
1,03,354 |
1,42,929 |
1,09,365 |
| Other Income |
2,234 |
3,771 |
2,1 11 |
3,710 |
| Total Income |
1,35,489 |
1,07,125 |
1,45,040 |
1,13,075 |
| Employee benefits expense |
78,690 |
61,210 |
80,681 |
62,000 |
| Depreciation and amortization |
2,996 |
2,423 |
4,191 |
3,288 |
| Finance cost |
2,150 |
830 |
2,186 |
995 |
| Other expenses |
22,485 |
17,577 |
26,362 |
21,598 |
| Total expenses |
1,06,321 |
82,040 |
1,13,420 |
87,881 |
| Profit / (Loss) before Exceptional Items and Tax |
29,168 |
25,085 |
31,620 |
25,194 |
| Exceptional (Income) / Expense |
- |
- |
(634) |
(609) |
| Profit / (Loss) before Tax |
29,168 |
25,085 |
30,986 |
24,585 |
| Tax expense |
7,530 |
6,437 |
7,887 |
6,465 |
| Profit / (Loss) after Tax |
21,638 |
18,648 |
23,099 |
18,120 |
| Earnings per share (Basic) |
15.11 |
13.21 |
16.13 |
12.84 |
| Earnings per share (Diluted) |
15.00 |
12.91 |
16.01 |
12.55 |
| Attributable to: |
|
|
|
|
| Shareholders ofthe company |
21,638 |
18,648 |
23,099 |
18,120 |
| Opening balance of retained earnings |
22,388 |
10,637 |
21,773 |
10,550 |
| Dividend on equity shares |
(5,715) |
(6,830) |
(5,715) |
(6,830) |
| Other Comprehensive income recognised directly in retained
earnings |
(94) |
(73) |
(116) |
(73) |
| Transferred from share option outstanding reserve for options
forfeited |
23 |
6 |
23 |
6 |
| Closing balance of retained earnings |
38,240 |
22,388 |
39,064 |
21,773 |
Note: Previous year?s figures have been regrouped/reclassified
wherever necessary to correspond with the current year?s classification/disclosure.
A detailed analysis ofthe financials and business performance ofthe
Company during the year under review is detailed below.
Management Discussion and Analysis
Management Discussion and Analysis as required under Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is provided separately in the Annual
Report.
Dividend & Transfer to Reserves
Your Company?s policy on Dividend Distribution is available at
https://www.happiestminds.com/investors/policy-documents/.
In accordance with the said policy, your Directors declared an interim
dividend ofRs 21- per equity share in the Board meeting held on October 20, 2022, and are
pleased to recommend a final dividend ofRs 3.40 /- per equity share for the financial year
ended March 31,2023, i.e., the total dividend for the current financial year under review
being Rs 5.40/- per equity share (previous financial year - Rs 3.75/- per equity share).
If the above recommendation is accepted by the Members of the Company at the ensuing
Annual General Meeting, the total outflow on this account will be Rs 7930.63 lakhs.
Your Directors do not propose to transfer any amounts to the general
reserves of the Company, instead have recommended to retain the entire profits for the
financial year ended March 31,2023, in the profit and loss account.
Your Company did not have any amounts due or outstanding as of the
Balance Sheet date to be credited to the Investor Education and Protection Fund.
Mergers & Acquisitions
Your Company has an active investment committee represented by two
executive members of the Board who continuously evaluate M&A opportunities that can
complement or augment capabilities in strategic focus areas, and help the Company increase
its geographic outreach in the chosen markets. Emphasis is given to capabilities that can
help the Company further its digital vision for its customers. Your company evaluates each
acquisition candidate and ranks it on various parameters such as people/culture fitment,
technology and industry focus, partnerships/alliances, geographical strength, offshore
presence, and consulting capabilities.
During the year under review, your Company acquired Sri Mookambika
Infosolutions Private Limited (SMI), a Madurai headquartered, profitable, IT services
company through a combination of upfront and deferred equity consideration totaling Rs
11,132 lakhs. With 400+ offshore-based employees, SMI has an annual run rate in revenues
of circa US$ 9 Million. SMI provides product engineering services to its US customers
around Enterprise Applications & Integrations, Digital Data Platform Services
(Analytics, Data Strategy, AI/ML, User Experience), Mobility Services and DevSecOps.
Certified as a CMMI Level 3 and ISO 9001:2015 company, SMI delivers its engagements
through agile delivery leveraging mature and industry-standard software engineering and
development practices. SMI has over the years built deep domain expertise around the
healthcare vertical.
The acquisition of SMI was effective from January 01,2023, and has
strengthened your Company?s offerings and leadership in the healthcare vertical with
delivery capabilities in tier-2 locations like Madurai and Coimbatore.
Subsidiary Company
As of March 31, 2023, your Company had two wholly-owned subsidiary
companies viz., Happiest Minds Inc., USA (formerly PGS Inc.) and Sri Mookambika
Infosolutions Private Limited., Madurai, India. The statement under Section 129(3) of the
Companies Act, 2013 in respect of the subsidiaries in Form AOC-1 is attached as Annexure
I. The Consolidated Accounts of your Company duly audited by the Statutory Auditors are
presented as part of this Report.
The financial statements together with related information and other
reports of the subsidiaries are available on the website at
https://www.happiestminds.com/investors/.
Your Company?s policy on material subsidiary is also available on
the website at https://www.happiestminds.com/investors/ policy-documents/.
Recognitions
We are happy to inform that your Company and its Executives have
received the following recognitions during the year:
• Recognition in Zinnov Zones Intelligent Automation Services H1
2023
• Winner of ISG Digital Case Study Awards 2022
• Winner ofthe ICAI Award for Excellence in Financial Reporting
2021-22
• MD & CFO, Mr. Venkatraman Narayanan, recognized as a
‘Leading CFO ofthe Year? at the Cll CFO Excellence Awards 2022
• Top 50 India?s Best Workplaces for Building a Culture of
Innovation 2023
• Top 10 India?s Best Workplaces in Health & Wellness
2022
• Priya Kanduri is honored with Women In Tech Leadership Awards
2023? by AIM
• Priya Kanduri for being honored as "Women in Work Achiever
ofthe Year" 2023 by FKCCI
• Recognition as ‘Major Contender? in Everest MDR
Services PEAK Matrix Assessment
• Recognized in Zinnov Zones as a Leader in Enterprise Software,
Leader in Software Platform Engineering, Leader among SMSPs for ER&D Services, and
Leader among SMSPs in Data & Al Engineering
• India?s Top 25 Best Workplaces in IT & IT-BPM 2022
• Winner of the CULT.fit "India?s Fittest Disruptors
2022" Award
• GOLD for 2022 Integrated Annual Report from the League of
American Communication Professionals (LACP)
• Won Multiple Awards at ICSI 2022
> Best Governed Company in Listed Segment: Medium Category at the
2022 National Awards for Excellence in Corporate Governance
> CS Praveen Kumar Darshankar presented the ‘Governance
Professional of the Year?
> Ashok Soota conferred ‘ICSI Lifetime Achievement Award for
Excellence in Corporate Governance?
• Priya Kanduri honored with "Outstanding Leadership
Award" at Internet 2.0 Conference, Dubai
• Sushilkumar Nahar recognized as a "Game Changer" at
the CIO100 Awards 2022
• Recognition as ‘Major Contender? in Everest Industry
4.0 PEAK Matrix? 2022
• Recognition as ‘Aspirant? in Everest?s IT
Security Services PEAK Matrix? 2022 -North America
• Winner of Golden Peacock Corporate Governance Award 2022
• Recognized among Top 50 India?s Best Workplaces for Women
2022
• Recognized among the Best Workplaces in Asia 2022
• Received Select Tier Partner Status with Snowflake
• Positioned as an ‘Innovator? in NelsonHall?s
Digital Banking Services NEAT Report
• Recognized as ‘Major Contender? in Everest?s
Digital Product Engineering PEAK Matrix
• Ranked #29 in India?s Best Companies To Work For 2022
• Al/Analytics CoE winner at the ET DataCon Awards 2022
• Ashok Soota is conferred with the prestigious Cll Guality Ratna
Award 2021
• Finalist for the 2022 Microsoft Power Automate Partner of the
Year Award
• Priya Kanduri wins the ‘Women in AF award at Trescon World
Al show, Dubai
Share Capital and Debentures
During the year under review, your Company did not issue any shares.
The paid-up equity share capital as on March 31,2023, was Rs 293,727,1 12/- consisting of
146,863,556 equity shares ofRs 2/- each.
Your Company has issued 4,500 rated, listed, negotiable, unsecured,
redeemable non-convertible debentures of the nominal value ofRs 1,00,000/- each and are
listed on the Bombay Stock Exchange (BSE).
Your Company has not issued shares with differential voting rights and
sweat equity shares during the year under review.
Directors and Key Managerial Personnel
As on March 31,2023, the Board of Directors of your Company comprised
of six Directors, viz., three Executive Directors and three Independent Directors
including two women Directors. As per the Articles of Association of the Company, one
third of the Directors (other than Independent Directors) are liable to retire by rotation
at the Annual General Meeting ("AGM") of the Company, every year. Mr. Joseph
Anantharaju (DIN 08859640) retires by rotation at the ensuing 12th AGM and being eligible,
offers himself for re-appointment.
Mr. Ashok Soota (having DIN 00145962-Executive Chairman), Mr.
Venkatraman Narayanan (having DIN 01856347-Managing Director & CFO) and Mr. Joseph
Anantharaju (having DIN 08859640- Executive Vice Chairman) are Executive Directors on the
Board.
Ms. Anita Ramachandran (DIN 00118188), Mr. Rajendra Kumar Srivastava
(DIN 07500741) and Ms. Shuba Rao Mayya (DIN No. 08193276) are the Independent Directors on
the Board with Mr Rajendra Kumar Srivastava being designated as the "Lead Independent
Director". Pursuant to the provisions of Section 149 of the Companies Act, 2013 the
Independent Directors have submitted declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013 along with the Rules
framed thereunder and Regulation 16(1 )(b) of the Listing Regulations. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company. In the opinion of the Board, the Independent Directors possess the requisite
integrity, experience, expertise, and proficiency required under all applicable laws and
the policies of the Company.
Policy on Nomination and Remuneration of Directors
This policy on the nomination and remuneration of Directors, Key
Managerial Personnel and Senior Management Personnel have been formulated by the
Nomination and Remuneration Committee and approved by the Board of Directors of the
Company. The policy is guided by the principles and objectives as enumerated under the
provisions of the Companies Act, 2013 and the Listing Regulations, to ensure
reasonableness and sufficiency of remuneration to attract, retain and motivate competent
resources, a clear relationship of remuneration to performance and a balance between
rewarding short and long-term performance of the Company. A copy of the policy is uploaded
on the Company?s website at
https://www.happiestminds.com/investors/policy-documents/.
We confirm that the remuneration paid to Directors, Key Managerial
Personnel and Senior Management Personnel is in accordance with the said policy of the
Company. The statement of Disclosure of Remuneration under Section 197 of Companies Act,
2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is attached to this report as Annexure II.
None of the Executive Directors of the Company were in receipt of any
commission from the Company or any remuneration from the subsidiaries ofthe Company.
Familiarization Program for Independent Directors
The Company has in place a familiarization program for its Independent
Directors. The objective ofthe program is to familiarize Independent Directors on our
Board with the business ofthe Company, industry in which the Company operates, business
model, challenges etc. through various programs which includes interaction with subject
matter experts within the Company, meetings with our business leads and functional heads
on a regular basis.
The familiarization program and other disclosures as specified under
the Listing Regulations is available on the Company?s website at
https://www.happiestminds.com/investors/disclosures/HappiestMinds-Details-of-Familiarization-Programme.pdf
Board Evaluation
The Nomination, Remuneration and Governance Committee ofthe Company had
reviewed and approved the evaluation criteria for the Board Evaluation. The criteria for
the evaluation were broadly based on the SEBI?s Guidance Note on Board Evaluation.
The evaluation criteria covered the Board as a whole, the Committees ofthe Board, each
individual Director and the Chairman of the Company and were focused on the Board?s
composition and accountability, their role in setting strategies, the effectiveness of the
Board Committees and the performance of each individual Director and Chairman.
During the year under review, the questionnaire was circulated to all
the Board Members ofthe Company in a transparent and confidential manner and based on
their responses, a detailed report was presented to the Board on an anonymous basis to
give an understanding of its working dynamics, highlight areas of strength/improvement and
proposed the suggested action plan to improve the Board?s overall performance and
effectiveness.
Some ofthe suggested action plans that are being implemented during FY
2023-24 are as below:
1. To expand the Board/Committees with induction of one Independent
Director and one Executive Director.
2. To organize professional development programs for the Directors.
3. To focus more on strategic challenges and opportunities for FY
2023-24.
Committees ofthe Board
The details ofthe powers, functions, composition, and meetings ofthe
Committees ofthe Board held during the year are given in the Report on Corporate
Governance section forming part ofthe Annual Report.
Board Meetings
The Board of Directors ofthe Company met seven times during the year
under review. The details of these Board Meetings are provided in the Corporate Governance
section forming part ofthe Annual Report. The necessary quorum was present for all the
meetings. The maximum interval between any two meetings did not exceed 120 days.
Corporate Governance
Your Company has taken adequate steps to adhere to all the stipulations
laid down in the Listing Regulations. A report on Corporate Governance is disclosed
separately in the Annual Report.
A Certificate from M/s. V Sreedharan & Associates, a firm of
Company Secretaries in practice, confirming the compliance with the conditions of
Corporate Governance as stipulated under the said Regulations is attached as Annexure VII
to this Report.
Employees Stock Option Plan (ESOP)
During the year under review, no fresh grants were made under the
Happiest Minds Employee Stock Option Scheme 2020, however, your Company facilitated the
transfer of 9,04,591 Equity Shares ofRs 21- each by the Happiest Minds Technologies Share
Ownership Plans Trust to the employees who exercised their options under the old schemes.
The additional details of stock options are provided under Notes to
Financial Statements (Standalone).
Pursuant to the requirements of the SEBI (Share Based Employee
Benefits) Regulations, 2014, a certificate has been issued by the Secretarial Auditors of
the Company confirming that the Plan has been implemented in accordance with the said
Regulations and in accordance with the resolution passed by the Company in the General
Meeting.
As required underthe SEBI (Share Based Employee Benefits) Regulations,
2014, the applicable disclosures as on March 31,2023, are uploaded on the website of the
Company at https://www.happiestminds.com/investors/disclosures/.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and
report trading by designated persons and their immediate relatives as per the requirements
under the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015. This Code of Conduct also includes the code for practices and
procedures for fair disclosure of unpublished price sensitive information which has been
made available at https://www.happiestminds.com/investors/policy-documents/.
Vigil Mechanism
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules
prescribed thereunder and the Listing Regulations is implemented through the
Company?s Whistle Blower Policy to enable all its employees, consultants (part-time,
full-time and temporary employees) of the Company and its subsidiary companies and its
associate companies to report genuine concerns, to provide for adequate safeguards against
victimization of persons who use such mechanism and make provision for direct access to
the Chairman of the Audit Committee. Your Directors affirm that no employee/consultant has
been denied access to the Audit Committee.
The Whistle Blower Policy is available at
https://www.happiestminds.com/investors/policy-documents/.
During the year under review, your Company did not receive any
complaints under the said Policy.
Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12
of the Companies (Management and Administration) Rules, 2014, copies of the Annual Returns
of the Company for previous financial years prepared in accordance with Section 92(1) of
the Act have been placed on the website and is available at
https://www.happiestminds.com/investors/disclosures/.
Software Technology Park
The entire Indian operations of the Company have been registered under
the Software Technology Parks of India (STPI) Scheme.
Deposits
Your Company has not accepted any deposits during the year under review
and as such, no amount of principal or interest was outstanding on the date of the Balance
Sheet.
Significant & Material Orders passed by the Regulators or Courts or
Tribunals
During the year under review, your Directors confirm that there were no
significant material orders passed by the Regulators or Courts or Tribunals impacting the
going concern status of your Company and its future operations.
Loans, Guarantees and Investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the Listing Regulations, disclosure on particulars relating to Loans, Advances,
Guarantees, and Investments are provided as part of the financial statements.
Related Party Transactions
The Policy on related party transactions is available at
https://www.happiestminds.com/investors/policy-documents/
Particulars of the Contracts or Arrangements with related parties
referred to in Section 188(1) in the format specified as Form AOC-2 forms part of this
Report as Annexure III. Further details of related party transaction are provided in Notes
to Financial Statements (both Standalone and Consolidated).
All the Related Party Transactions entered by your Company with the
Related Parties are in the ordinary course of business and are carried out at arm?s
length pricing.
Details of the transaction(s) of your Company with the entity(ies)
belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the
Company as required under para A of Schedule V of the Listing Regulations are provided as
part of the financial statements.
Auditors & Auditors? Report
The current Statutory Auditors of the Company are M/s. Deloitte Haskins
& Sells (ICAI registration number 008072S) who have been appointed at the 10th AGM of
the Company held on July 7, 2021 to hold office for a term of 5 years i.e., till the
conclusion of the 15th AGM.
The Auditors? Report does not contain any qualification,
reservation, or adverse remark on the financial statements for the financial year ended
March 31,2023. The Notes on financial statements referred to in the Auditors? Report
are self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Company has appointed M/s. V Sreedharan & Associates, a firm of Company Secretaries in
practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report
issued by them for the financial year ended March 31,2023, is attached as Annexure VIII to
this Report. The Secretarial Audit Report does not contain any qualifications,
reservations, or adverse remarks.
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee under Section 143(12) of the Companies Act,
2013, details of which needs to be mentioned in this Report.
Sustainability and Corporate Social Responsibility (CSR)
Company?s Sustainability, Environment, Social and Governance
Reporting is provided separately as part of the Annual Report.
The annual report on CSR including a brief outline of the CSR Policy
and the activities undertaken during the year under review is enclosed as Annexure IV to
this Report. The CSR policy is available at
https://www.happiestminds.com/investors/policy-documents/.
Risk Management
Your Company under the supervision of the Executive Board has
established a well-defined framework and procedures on organization wide risk and its
management. The framework encompasses significant risk in areas of Information security,
operations, delivery, and key support functions. Under the framework and procedures,
detailed risk management guidelines have been prescribed and implemented covering Risk
Identification, Analysis, Response, Tracking, and Management Discussion and Mitigation.
Risk registers are maintained by respective functions and project teams. These are
centrally reviewed and periodically monitored by compliance and governance teams
identified as the owner for the area of risk. The Chief Information Security Officer
(CISO), Chief Information Officer (CIO) and Engineering and Business Excellence Team (EBE)
work together with the Executive Board in achieving the above.
The Executive Board with the assistance of the CISO, CIO and EBE
follows a process covering the steps below in identifying areas of risk in the Company.
The process covers:
• Identification of key risk areas
• Assessment of key risks for probability and impact
• Prioritization
• Formulation of response
• Identification of Owners
• Participation by Owners in outlining mitigation plans
• Reporting on adequacy and effectiveness
• Acceptance of residual risk
Your Company while designing its strategy in drawing up of its
long-term business plan, it makes provision to accommodate broader/ higher level of risk
than it expects/envisages so that Company is prepared to sustain in the eventuality of
unforeseen level of risk.
Significant Risks areas which have been Identified and are Constantly
Monitored are:
1. Financial Risks:
a. Foreign currency fluctuation
b. Customer credit
c. Profitability and sustenance of the business
d. Availability of credit and liquidity management
2. Business Risks:
a. Concentration of revenues
b. New, emerging disruptive technologies and their impact on business,
and delivery
c. Shrinking product development cycles
d. Customers insourcing
3. Operational Risks:
a. Data privacy, social media
b. Talent availability and timely staffing of projects
c. Optimal resource utilization
d. Contractual commitments and project delivery challenges
e. Business continuity
4. Legal and Regulatory:
a. Compliance with local legislation in the geographies we operate in
b. Dynamic and ever-changing immigration and travel laws
5. Projects Delivery related risk
a. Related to change meeting timelines, estimated effort
b. Quality of deliverables
6. Information Security Risks
a. Loss of Happiest Minds? or Customer Intellectual Property
(Assets, Code, documents etc.,)
b. Privacy breach, sharing of sensitive data without requisite
approvals
c. Phishing, Malware and Ransomware attacks
Oversight of the framework is provided by the Risk Management Committee
of the Board of Directors. A Risk Management Policy has also been adopted based on this
framework, copy of the policy is available at https://www.happiestminds.com/investors/
policy-documents/.
People Practices.
The People Practice team rose to the challenges of working in a
"Phygital" environment last year, promoting a culture of wellbeing, happiness,
and innovation. As a result of a flurry of initiatives and high-impact interventions, we
have been able to establish a distinct brand positioning. A competition for talent
dominated the IT industry in the first half of the year, followed by market consolidation,
business realignments, and market corrections. Despite these circumstances, our net adds
amounted to 749 members, contributing
to an 18% growth rate both organically and inorganically. We have
stayed ahead of the curve through the proper adoption of technology and industry best
practices. Additionally, the brand representation, practices, and positioning helped us
attract talent. On Glassdoor, our members and alumni rate us highly, with a 4.3 rating,
the highest in the industry. FY 2022-23 was largely a virtual operation. However, we have
worked hard to create buzz around the return to work in Q3 and Q4.
Reflecting on the past year, it is important to acknowledge the
challenges we faced and how we overcame them through our actions and mindfulness. Despite
industry uncertainty and the impact of COVID, we have been able to incorporate SMILES
values, which has positively impacted our productivity and internal satisfaction. Having
prioritized mindfulness and workplace wellbeing has proven to be one of the most valuable
lessons.
To create an environment conducive to learning, open communication and
a sense of belonging were essential. In addition, to hosting a virtual town hall,
leadership connects, benefits communication series, awareness programs, and team building
events, the People Practice team held multiple connect & team events. Additionally,
Happometer usage also surged, resulting in many connections.
As mental health awareness increased and the pandemic continued,
Happiest Minds proactively continued its commitment to employee wellness. Our existing
programs continued to support Happiest Minds and their families, including tele-doctor
consultations, Mithra counselling support, leave donation programs, ergonomics
consultations, financial wellness, webinars on mental, emotional, and physical well-being,
and the Compassionate & Caring Contribution Scheme. As part of our commitment to
inclusive policy making, we have defined several policies based on feedback. As a result
of some significant changes to the R&R Policy, participation increased by 70% last
year. We have developed customized benefits and policies for our members based on their
valuable feedback, with the aim of better meeting their individual needs and preferences.
In addition, extensive work has been done in both India and globally on streaming
policies. Consistent with our annual tradition, the Diversity and Inclusion Summit
facilitated meaningful dialogues, strategic planning, and innovative initiatives aimed at
cultivating a diverse, inclusive, and equitable work environment for all our members.
Continuing our agile recruitment practices, we have focused on
diversity and inclusion as one of our pillars, and our commitment to the cause can be seen
in our laser-focused approach to hiring at least 40% women from the campus, as well as
conducting dedicated recruiting drives to hire women members. It was a rewarding and
enriching experience for us all last year to hire people with disabilities as part of an
inclusive hiring program. Additionally, we are immensely pleased to have worked on the
gender-neutralization of our people practice documents.
In G4 FY 2022-23, we completed a successful acquisition of Sri
Mookambika Infosolutions based out of Madurai and Coimbatore. Through this acquisition, we
have added 381 members to our ever-growing Happiest Minds family. As part of our
commitment to be present in tier 2 cities, we also invested in new office setups at
Bhubaneswar, Madurai, and Coimbatore.
Happiest Minds invested heavily last year as part of its upskilling,
cross-skilling and certification programs for professional growth and development of its
people. A comprehensive leadership succession plan has also been created across levels.
Additionally, various tracks have been enriched and empowered, such as delivery managers,
architects, and business analysts. Our focus for the coming year will be to ensure and
create new tracks in addition to progressing on them.
This year we were part of the GPTW survey and have been recertified
with high scores. In addition, Happiest Minds received a number of industry awards during
the past year, including Top 50 India?s Best Workplaces Building a Culture of
Innovation by All- India 2023, Top 10 India?s Best Workplaces in Health and Wellness
2022, Top 25 India?s Best Workplaces in IT & IT-BPM 2022, Top 50 India?s
Best Workplaces for Women for the year 2022, Best Workplaces in Asia List for the year
2022 for creating & sustaining a High Trust, High-Performance Culture by Great Place
to Work? Institute (GPTW). Happiest Minds also features in India?s Top 50 Best
Companies to Work? for the year 2022. Priya Kanduri, Senior Vice President & CTO,
IMSS won ‘Women in Al? award at Trescon World Al show, Dubai, recognized as one
of the "Cyber Security Executive of the Year" during Annual Summit 2022, honored
as Women In Tech Leadership Awards 2023? by AIM, honored as "Women in Work
Achiever of the Year" 2023 by FKCCI, and also won the "Outstanding Leadership
Award" at the Internet 2.0 Conference 2022. This is also a testament to our efforts
to ensure a happy and agile workplace.
Our commitment to fostering a culture of innovation has been recognized
by industry experts, as evidenced by our awards as an ‘Innovator? in
NelsonHall?s Digital Banking Services NEAT Report or as a winner at the ET DataCon
Awards 2022 for our Al/ Analytics CoE beyond others. We continue to push boundaries and
co-create cutting-edge solutions with partners such as Microsoft, CloudFabrix, Snowflake,
ServiceNow, Pimcore, and many others, enabling us to drive value and stay ahead of the
curve.
As work dimensions evolve, we continue to integrate technology to
enhance communication, collaboration, and productivity. As an organization, we focus on
creating a positive experience for our people, including customized development plans,
flexible work arrangements, and perks that align with their interests. Our goal is to
create a diverse and inclusive workforce for the future, and we are committed to building
a $1 billion company in the next 7 years.
Quality Management System (QMS)
1. Quality Policy
"Happiest Minds will consistently strive for customer happiness.
We are committed to deliver excellence in our services by continually improving processes
and systems, aiding in creating value to all our stake holders". Our Quality Policy
is in alignment with our Mission statement.
2. QMS Framework
Our strategy for continual quality improvement is derived from our
Vision, business needs, technology changes, customer feedback, suggestions, and process
performance. Our quality processes are derived from industry best practices and are
continually improved based on our experience, and our processes have been assessed by
external accredited agencies. Your Company has received accreditation on international
quality and process models, including ISO 9001:2015. In December 2021, your Company was
recertified for ISO 9001:2015 with the external auditors applauding our focus on the
digitization of internal processes. There was surveillance audit for ISO 9001:2015 in
December 2022. In addition, your Company is certified to Information Security standards
like ISO 27001:2013 and privacy standards like ISO 27701:2019 which guides our policies
and procedures for protecting information security, our own software enablers and
customers? software enablers. We have started our journey towards medical device
standards of ISO 13485:2016 which will help us align our process with medical regulatory
standards of various regions (Ex: FDA). We plan to get certified to the medical device
standard in FY 2023-24. This would help to enhance our business capabilities and grow our
business in the medical devices domain.
3. Engineering Practices
Engineering practices form the crux of successful delivery. Our
engineering practices help your Company deliver high-quality software to its customers as
per the planned timelines and consistently earn their trust and enable customer happiness.
We measure the satisfaction levels of our customers every year and have been consistently
improving on the scores, year after year since inception. Our digital driven engineering
practices have been well accepted by our customers with some of them adopting these
practices in their internal processes. We have adopted Agile practices to support our
Mission of "Born Digital. Born Agile".
4. Systems Driven
Our projects are managed using systems to track project management
practices and engineering practices for projects managed within your Company. This is in
line with our digital focus on processes and practices. Our Integrated Project Management
system helps the delivery to have an end-to-end view of the project at all levels of the
management to provide enhanced delivery value to our customers. There are regular updates
done to the system. Our projects that are adopting Agile methodologies are using JIRA to
plan, track and manage the projects to decrease the turnaround of the shippable products
to our customers. The usage of JIRA in extensive to plan epics, plan sprints, manage
sprints and to manage releases. We also have built Business Intelligence (Bl) reports and
Metrics Dashboards which help in taking proactive actions.
5. Code Quality
Apart from regular code reviews process our projects extensively use
Code Quality tools to checkthe code on various parameters. We have defined Code Quality
Index based on the Code Quality metrics and this helps us to deliver high-quality outputs
to our customers. We have created groups for focused code review and critical codes will
be undergoing this code review.
6. Rapid Iteration and Experimentation
Fail fast and learn quickly - Agile teams develop solutions through
fast cycles of field testing and learning from mistakes. Products and solutions are
developed iteratively using minimum viable products i.e., minimum set of features needed
to test and learn. This also helps our customers to get an early feel for the
products/solutions that they will be using and also help reduce the time for production
release.
7. DevOps and Automation
Your Company has deployed DevOps practices which include building
pipelines for continuous integration, code analysis, testing and deployment of software
solutions developed. Some of the practices like continuous deployment, pushing a new
release into production based on passing of all the tests, checking code and software
quality in the build pipeline and leveraging the build pipeline to get feedback on the
health of their software, etc. help your Company to decrease the turnaround to the
customers and build better-quality products.
8. Information Transparency
The accessibility, accuracy, and availability of quality, unfiltered
data which are critical for organizational agility is deployed across the organization.
Various data pipelines and reports are built to enable team members to easily share their
ideas and results of their work with those who might benefit from the information.
9. Continuous Learning
At your Company, continuous learning happens on both the individual and
organizational levels. At the organizational level, structured processes and tools have
been enabled to share knowledge. This helps the information learned through
experimentation and experience is available across the organization.
10. Delivery Methodologies
Our suite of delivery methodologies in the below mentioned areas
demonstrates our thought leadership and execution capabilities viz., Agile Methodologies,
Service Delivery Lifecycle, Application Support and Maintenance Life Cycle, Embedded
System Software, Waterfall Model for Software Development and Hardware Development Life
Cycle. We also defined methodologies for Infrastructure and Security Services. These
methodologies along with our best practices help us provide value added services to our
customers.
11. Involve to Evolve
We drive continual improvement programs by actively engaging team
members across the organization. Focused groups will be formed to make the resources part
of the continual improvement journey to bring in the Agile community of practice,
technical experts from Practice, the estimation work group and the internal audit
community. The continuous measurement of benefits accrued from your Company?s process
improvement initiatives has brought to light a significant reduction in rework, an
increase in productivity, adherence to schedules and budget, and significant added value,
culminating in customer delight. We have also piloted an excellent framework named
"My Customer Happy Customer" (MCHC)
12. Rewards and Recognitions
The team members/teams are rewarded for their exemplary work towards
process improvements and customer delight with awards such as Code excellence award,
Service Delivery excellence award, etc.
13. Customer Connect
Your Company has a customer experience framework to understand the
behaviors, needs and expectations of individual customers which helps in developing a
roadmap for continuous engagement and enriching the customer relationship. As part of this
framework, we conduct Customer Happiness Survey, Customer Pulse, bringing Value Adds, etc.
We also make sure we have regular reviews with our customers to provide status on current
engagement and discuss how we could further help our customers in their IT journey.
Whenever there is a customer escalation related to delivery or
staffing, the manager concerned will raise the escalation in the project management
system. An action item for the same is created and assigned to the respective team member
to track and monitor the status of the escalation. The closure of the escalation is
communicated back to the customer.
Internal Control System
Your Company has deployed adequate Internal Control Systems in place to
ensure the smooth functioning of its business. The processes and the systems are reviewed
constantly and changed to address the changing regulatory and business environment. The
Control Systems provide a reasonable assurance of recording the transactions of its
operations in all material aspects and of providing protection against misuse or loss of
the Company?s assets. The ERP system which the Company implemented has helped in
further strengthening the internal control systems that are in place.
The existing Internal Control Systems and their adequacy are frequently
reviewed and improved upon to meet the changing business environment. The Statutory
Auditors as well as the Internal Auditors periodically review the Internal Control
Systems, Policies and Procedures for their adequacy, effectiveness and continuous
operation in addressing risk management and mitigation strategies.
Conservation of Energy, Research and Development, Foreign Exchange
Earnings and Outgo
Your Company has made the necessary disclosures in Annexure V to this
Report in terms of Section 134(3) of the Companies Act, 2013 (earlier Section 217(1 )(e)
of the Companies Act, 1956), read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988.
Employees? Remuneration
As per the proviso to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the statement containing the names and
other details of employees drawing more than Rs 10.2 million per financial year or Rs 0.85
million per month, as the case may be, are set out in the Annexure VI to the Board?s
Report. Further, as per the proviso to Rule 5(3) of the said Rules, the particulars of
employees posted and working outside India not being directors or their relatives, need
not be included in the statement but, such particulars shall be furnished to the Registrar
of Companies. Accordingly, the statement included in this Report does not contain the
particulars of employees who are posted and working outside India. If any Member is
interested in obtaining a copy thereof, such Member may write to the Company in this
regard.
Directors? Responsibility Statement
Pursuant to the requirement under Section 134 (5) of the Companies Act,
2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:
(i) In the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any.
(ii) Accounting policies have been selected and applied consistently
and made judgments and estimates that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company at the end of the FY 2022-23 and of the profit
or loss of the Company for that financial year.
(iii) Proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(iv) The Annual Accounts have been prepared on a going concern basis.
(v) Your Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and operate
effectively.
(vi) Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
efficiently.
Secretarial Standards
During the year under review, your Company has duly complied with all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Cost Audit
The provisions of Companies (Cost Records and Audit) Rules, 2014 are
not applicable to your Company.
Insolvency and Bankruptcy Code
During the year, there was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement
to disclose the details of application made or proceeding pending at the end of financial
year is not applicable.
Disclosure under Rule 8(5)(xii) of the Companies (Accounts) Rules,2014
During the year, there were no instances where your Company required
the valuation for one time settlement or while taking the loan from the Banks or Financial
institutions.
Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Prevention of Sexual Harassment (POSH) Act, 2013 has been a
significant legislation in India aimed at preventing sexual harassment. The act was
enacted to provide a safe and secure working environment for women, and to prevent sexual
harassment in the workplace. This act has been significant in fostering teamwork,
diversity, and trust across our company. We at Happiest Minds strive to create a safe and
professional working environment. Besides having a gender neutral Anti-Sexual Harassment
Policy at work, we also adhere to the requirements of the Sexual Harassment of Women at
Work (Prevention, Prohibition and Redressal) Act, 2013. For resolving complaints received
regarding sexual harassment, an internal committee has been established. Additionally, an
attorney who specializes the Prevention of Sexual Harassment ("POSH") and
Protection of Children against Sexual Offences Acts has been appointed to our Internal
Committee.
Following steps have been taken as a part of the ensuring that we
comply to the statutory nature of the POSH act this year:
Composition of the POSH Committee: From the inception of the POSH Act,
Happiest Minds has been compliant with the establishment of the POSH Committee. Complaints
of sexual harassment at work will be dealt with judiciously and expeditiously by this
committee. The committee comprises female and male members, of whom more than 50% are
women. The committee is headed by the Presiding officer and representatives from each
business and location.
Training: Based on the requirement of the act we have initiated
training and certification for all our Members to create awareness about sexual harassment
in the workplace and the POSH Act. We have ensured that all our members and partners who
join us have been trained on the POSH Act in India through our online module. All members
completing two years in the Organisation have gone through the refresher training. POSH
Training is a mandatory training at Happiest Minds, and the following are some of the
modules that have been covered.
• Walk through of the POSH Act
• What is covered under sexual harassment
• Gender based scenarios under POSH
• Sexual Harassment during remote working
• How to raise a complaint
• Investigation procedure
Please Note: A POSH Refresher is conducted once every two years at
Happiest Minds. Failure to complete the mandatory training within the suggested time limit
will be reflected under the Performance review as non-complaint.
Complaints: We have received no POSH complaints during the year.
Regardless of no complaints we have ensured that we have created awareness of POSH through
our various outreach programs.
Disciplinary action: No disciplinary actions were taken as there were
no complaints registered in the year.
Compliance: Based on the subsection of the POSH Act we have also filed
for an annual Report on April 02, 2023 with the competent authorities. All required
documents in compliance with the POSH Act have been filed. There have been no
non-conformities or observations identified by our competent authorities.
Other Action taken to create awareness: As we slowly began returning to
work, most of last year was spent in a hybrid mode. Regular communication and awareness
mailers were sent about POSH applicability, along with dos and don?ts. Additionally,
the POSH posters have been displayed alongside the statutory boards as part of compliance.
This year we have revisited the composition of our POSH Committee based
on the movement of individuals.
The committee exited the following members 1. Meenakshi KC
The committee also added the following Members 1. ImpaTejas
All Members of the POSH Committee have been trained, certified and are
Compliant to the POSH Act?s needs to be a part of the committee.
Full Disclosure Statement: While the provision of the POSH Act covers
and protects the women members who are subjected to sexual harassment, we have taken
cognizance to expand the scope of our sexual harassment policy to cover all members
irrespective of gender, caste, class, race, ethnicity or affinity, however, within the
confines of the proposed act. This Policy applies to all members regardless of their
position or contractual status, i.e., permanent, short-term contract, visitors, and casual
employees. Additionally, all complaints (if any) received by the IC are reviewed by the IC
and kept confidential.
Acknowledgements
Your Directors have pleasure in recording their appreciation for all
the guidance and co-operation received from all its customers, Members, investors,
vendors, partners, bankers, government authorities and other stakeholders for their
consistent support to your Company in its operations. Your Directors take this opportunity
to place on record their sincere appreciation of the dedication, contribution and
commitment of all the Happiest Minds in the Company?s growth.
For and on behalf of Board
| Venkatraman N |
Ashok Soota |
| Managing Director & CFO |
Executive Chairman |
| DIN: 01856347 |
DIN: 00145962 |
  Â