2020 Newgen

Newgen Software Technologies Limited
CIN: L72200DL1992PLC049074
A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi - 110 067, INDIA
Email: [email protected] URL: https://newgensoft.com
Tel.: (+91)-11-4077 0100, (+91)-11-2696 3571, 2696 4733, Fax: (+91)-11-2685 6936
Date: 2nd July, 2020
To, To,
BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block,
Dalal Street, Bandra- Kurla Complex
Mumbai – 400001 Bandra (E), Mumbai – 400051
Ref.: Newgen Software Technologies Limited Ref.: Newgen Software Technologies Limited
(NEWGEN/INE619B01017), Scrip Code - 540900 (NEWGEN/INE619B01017)
Sub.: Notice of 28th Annual General Meeting and Annual Report for the Financial Year 2019-20
Dear Sir/ Ma'am,
This is to inform you that the 28th Annual General Meeting (“AGM”) of the Company will be held on Monday,
27th July 2020 at 11:00 A.M. (IST) through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”)
in compliance with the relevant circulars issued by Ministry of Corporate Affairs, Securities and Exchange Board
of India (“SEBI”) and other applicable provisions of the Companies Act, 2013.
Pursuant to Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we
are submitting herewith the Notice of the AGM along with Annual Report of the Company for the financial year
2019-20 which is being sent through electronic mode to the members. The AGM Notice and Annual Report are
also available under ‘Investor Relations’ section of the website of the Company at https://newgensoft.com.
This is for your kind information and record.
Thanking you.
For Newgen Software Technologies Limited
AMAN Digitally signed by

AMAN MOURYA
MOURYA Date: 2020.07.02

12:56:49 +05'30'
Aman Mourya
Company Secretary & Compliance Officer
Encl.: a/a
CIN: L72200DL1992PLC049074
A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi - 110 067, INDIA
Email: [email protected] URL: https://newgensoft.com
Tel.: (+91)-11-40770100, (+91)-11-2696 3571, 2696 4733, Fax: (+91)-11-2685 6936
NOTICE OF 28TH ANNUAL GENERAL MEETING

Notice is hereby given that the 28th Annual General Director (in the category of Independent Director)
Meeting (“AGM”) of Newgen Software Technologies of the Company effective from 24th March 2020
Limited (“the Company”) will be held on Monday, by the Board of Directors, as recommended by
the 27th day of July 2020, at 11.00 AM (IST) through the Nomination & Remuneration Committee and
Video Conferencing (VC) or Other Audio Visual means who holds office up to the date of this Annual
(OAVM) to transact the businesses mentioned below. General Meeting pursuant to Section 161(1) of the
The proceedings of the AGM shall be deemed to be Act, be and is hereby appointed as an Independent
conducted at the Registered Office of the Company Director of the Company for an initial term of five
which shall be the deemed Venue of the AGM. (5) years effective from 24th March 2020 to 23rd
March 2025, not liable to retire by rotation.
ORDINARY BUSINESS:
1.
To receive, consider and adopt the audited
RESOLVED FURTHER THAT, pursuant to the
standalone and consolidated Financial Statements provisions of Section 197 and other applicable
of the Company for the Financial Year ended provisions of the Act and the Rules made
31st March 2020 and the Reports of the Board of thereunder, Ms. Padmaja Krishnan (DIN: 03155610)
Directors and Auditors thereon. be entitled to receive sitting fee for attending each
meeting of the Board or any its Committees and
2. To declare a Dividend of ` 2/- per equity share shall also be eligible for Commission on net profits
having Face value of ` 10/- each of the Company as the Board may approve from time to time and
for the Financial Year ended 31st March 2020. subject to such limits prescribed, or as may be
prescribed from time to time by the members of
3. To appoint a Director in place of Mrs. Priyadarshini the Company.
Nigam (DIN: 00267100), who retires by rotation and
being eligible, offers herself for re-appointment.
RESOLVED FURTHER THAT, the Board of
Directors of the Company be and is hereby
SPECIAL BUSINESS: authorized to take all such steps as may be
necessary, proper and expedient to give complete
4.
Regularization of Ms. Padmaja Krishnan effect to this resolution.”
(DIN: 03155610), Additional Director (in the
category of Independent Director) as an 5. To consider the continuation of Directorship
Independent Director of the Company. of Mr. Saurabh Srivastava (DIN: 00380453),
To consider and if thought fit, to pass, with or Independent Director of the Company,
without modification(s), the following Resolution post attaining the age of Seventy-five (75)
as an Ordinary Resolution: during his present tenure.
To consider and if thought fit, to pass, with or
“RESOLVED THAT, pursuant to the provisions without modification(s), the following Resolution
of Section 149, 150, 152, 161 and other applicable as a Special Resolution:
provisions, if any, of the Companies Act, 2013 (“the
Act”) and the rules made thereunder (including any “RESOLVED THAT, pursuant to the provisions of the
statutory modification(s) or re-enactment thereof Companies Act, 2013 and Regulation 17(1A) of SEBI
for the time being in force) read with Schedule (Listing Obligations and Disclosure Requirements)
IV to the Act and other applicable Regulation(s) Regulations, 2015, (including any statutory
of the SEBI (Listing Obligations and Disclosure modification(s) or re-enactment thereof for the
Requirements) Regulations, 2015, as amended time being in force), based on the recommendation
from time to time, Ms. Padmaja Krishnan (DIN: of the Nomination & Remuneration Committee and
03155610), who was appointed as an Additional the Board of Directors, the approval of the members
01
of the Company be and is hereby accorded for
Body Corporates who intends to authorize
the continuation of Directorship of Mr. Saurabh representatives to participate and vote on their
Srivastava (DIN: 00380453) as an Independent behalf in the meeting to be held through VC/OAVM
Director of the Company, post attaining the age of are requested to send, in advance, a duly certified
Seventy-five (75) years, during his present term of copy of the relevant board resolution/letter of
five (5) years. authority/power of attorney to the Company at
[email protected], through its registered

RESOLVED FURTHER THAT, the Board of E-mail Address.
Directors of the Company be and is hereby
authorized to take all such steps as may be 6.
The attendance of members (members’ login)
necessary, proper and expedient to give complete attending the AGM through VC/ OAVM shall
effect to this resolution.” be reckoned for the purpose of Quorum under
Section 103 of the Companies Act, 2013 and hence
By order of the Board no attendance slip is attached to the notice.
For Newgen Software Technologies Ltd
7. The Final Dividend of ` 2 per equity share, i.e.@
Date: 25th June 2020 Sd/- 20% on the paid-up equity share capital, for
Registered Office: A-6, Aman Mourya the financial year ended 31st March 2020, as
Satsang Vihar Marg, Company Secretary recommended by the Board of Directors, if
Qutab Institutional Area, FCS: 9975 declared at the AGM, will be paid within a period
New Delhi - 110067 of thirty (30) days from the date of declaration,
to the members whose name appear, subject to
NOTES: deduction of tax at source:
1. Explanatory Statements pursuant to Section 102
of the Companies Act, 2013, which sets out details a) as beneficial owners of the shares as per list to
of material facts relating to the Special businesses be furnished by the depositories in respect of
to be transacted at this AGM, is annexed hereto. the shares held in demat form on the closing
hours of the business on 21st July 2020; and
2.
In view of the continuing COVID-19 pandemic,
Ministry of Corporate Affairs vide Circular No.
b)
as members in respect of shares held in
14/2020 dated 8th April 2020, Circular No.17/2020
physical form, after giving effect to all the
dated 13th April 2020 read with Circular No.
valid transmission requests lodged with
20/2020 dated 5th May 2020, permitted to hold
the Company/ Registrar as on the close of
AGM through Video Conferencing (VC) or Other
business hours on 21st July 2020.
Audio Visual means (OAVM) .
3.
In compliance with applicable provisions of 8. Pursuant to the Income Tax Act, 1961 as amended by
the Companies Act, 2013 (“the Act”) read with Finance Act, 2020, dividend income will be taxable in
the aforesaid MCA Circulars and SEBI (Listing the hands of shareholders effective from 1st April 2020
Obligations and Disclosure Requirements) and the Company is required to deduct tax at source
Regulations, 2015 (“SEBI Listing Regulations”) from dividend paid to shareholders at the prescribed
the 28th AGM of the Company is being conducted rates. For the prescribed rates for various categories,
through VC/OAVM. the shareholders are requested to visit https://www.
incometaxindia.gov.in/Pages/acts/income-tax-act.
4.
Company has appointed M/s KFin Technologies aspx. The shareholders are requested to update their
Private Limited (formerly known as Karvy Fintech PAN with the Company’s Registrar (in case of shares
Private Limited), Registrar and Share Transfer held in physical mode) and depositories (in case of
Agent (“Registrar”), to provide VC/OAVM facility shares held in demat mode).
for the AGM and the attendant enablers for
conducting of the AGM. 9. For Resident shareholders, taxes shall be deducted
at source under Section 194 of the Income Tax Act,
5. Since, the meeting is being conducted through VC/ 1961 as below: -
OAVM, facility of appointing proxies to attend and
vote at the meeting on behalf of the members of a)
Shareholder having valid PAN: - 7.5% or as
the Company is not available and hence the proxy notified by the Government of India.
form is not annexed to this notice. However, Body
b) Shareholder not having valid PAN: - 20% or as
Corporates are entitled to appoint authorized
notified by the Government of India.
representatives to attend the AGM through VC/
OAVM and participate thereat and cast their votes However, no tax shall be deducted on the dividend
through e-voting. payable to a resident individual shareholder, if the
02
total dividend to be received by them during a 13. Members may utilize the facility extended by the
financial year 2020-21 does not exceed ` 5,000/- Registrar for redressal of their queries including
and also in case where resident individual change of address, if any, by visiting at https://
shareholder having valid PAN and who is not liable karisma.kfintech.com/ and clicking on ‘Investor
to pay income tax can submit a yearly declaration Relations’ section for query registration through
in Form No. 15G/15H along with PAN copy, to avail free identity registration process. Members may
the benefit of non-deduction of tax at source, by also write at [email protected] clearly
sending an E-mail to [email protected] mentioning their DP ID/ Client ID.
on or before 11:59 PM IST on 21st July 2020.
14. In terms of Section 152 of the Companies Act, 2013,
In case of Non-resident shareholders, taxes are Mrs. Priyadarshini Nigam (DIN: 00267100), Whole-
required to be withheld in accordance with the Time Director of the Company, retires by rotation
provisions of Income Tax Act, 1961 at the rate in force. at the AGM and being eligible, offers herself for
The withholding tax shall be at the rate of 20% (plus re-appointment. The Nomination & Remuneration
applicable surcharge and cess) or as notified by the Committee and Board of Directors of the Company
Government of India on the amount of dividend recommends her re-appointment.
payable. Non-resident shareholders can avail
beneficial rates, if available under any applicable 15.
Details of Directors seeking appointment/
laws, under tax treaty between India and their re-appointment in the AGM pursuant to the
country of residence, subject to providing necessary Secretarial Standard on General Meetings (SS-
documents i.e. (a) No Permanent Establishment 2) and Regulations 26(4) and 36(3) of the SEBI
and Beneficial Ownership Declaration; (b) Tax Listing Regulations are attached with this Notice
Residency Certificate; and (c) Form 10F along with as “Annexure-1”.
copy of PAN duly attested by the shareholder or
any other document which may be required to avail 16.
The tenure of the Statutory Auditors of the
the tax treaty benefits. The aforesaid declarations Company B S R & Associates LLP, Chartered
and documents need to be submitted by sending Accountants, having Firm Registration number
an E-mail to [email protected] on or 116231W/W-100024 is upto five years with effect
before 11:59 PM (IST) on 21st July 2020. from conclusion of 24th AGM held on 22nd August
2016 till the conclusion of 29th AGM. With the
10.
Members holding shares in electronic form are applicability of the Companies (Amendment)
informed that bank particulars registered against Act, 2017, the requirement of ratification of the
their respective depository accounts will be used appointment as aforesaid has been omitted with
by the Company for payment of dividend(s). effect from 7th May 2018. Therefore, ratification
The Company or its Registrar cannot act on any of the members for continuance of their
request received directly from the members appointment at this AGM is not being sought. The
holding shares in electronic form for any change of Statutory Auditors have given a confirmation to
bank particulars or bank mandates. Such changes the effect that they are eligible to continue with
are to be advised only to the respective depository their appointment and that they have not been
participant of the members. disqualified in any manner from continuing as
Statutory Auditors of the Company.
11.
Members holding shares in physical form and
desirous of either registering bank particulars 17. The Auditor’s Certificate certifying that the ESOP
or changing bank particulars already registered Scheme of the Company is being implemented in
against their respective folios for payment accordance with the Regulation 13 of SEBI (Share
of dividend(s) are requested to write to the Based Employee Benefit) Regulations, 2014 and
Company’s Registrar at [email protected] Newgen Employees Stock Option Scheme - 2014
and marking copy to [email protected]. of the Company and in accordance with the
In case, any member is unable to submit or update resolution(s) of the members of the Company, will
their bank particulars, their Dividend warrants shall be placed at the AGM.
be dispatched upon normalization of the postal
services, post COVID-19. 18. Members desiring any information/ clarification on
the financial statements or any of the resolutions as
12.
The details of unpaid and unclaimed amounts detailed in the Notice are requested to write to the
lying with the Company has been published on Company on or before 25th July 2020 through an
the Company’s website: https://newgensoft.com. E-mail to [email protected], specifying
Concern members are requested to claim dividend, his/her name along with Demat account details.
if any, remaining unclaimed or unpaid. The same shall be replied by the Company suitably.
03
19.
The Register of Directors and Key Managerial d.
Alternatively members may send an e-mail
Personnel and their shareholding maintained under request at [email protected] along
Section 170 of the Companies Act, 2013, the Register with scanned signed copy of the request letter
of contracts or arrangements in which directors are providing the E-mail address, mobile number,
interested under Section 189 of the Companies Act, self-attested PAN copy and Client Master
2013, and all other documents mentioned in the copy in case of electronic folio and copy of
Notice will be available for inspection in electronic share certificate in case of physical folio for
mode. Members can inspect the same by sending sending the Annual report, Notice of AGM and
an E-mail to [email protected]. the e-voting instructions.
20.
Notice of the AGM and Annual Report 2019- 22. The SEBI has mandated submission of Permanent
2020 are being sent via electronic mode to the Account Number (PAN) by every participant in
members whose E-mail addresses are registered securities market. Members holding shares in
with the Company/ Registrar or the Depository electronic form are, therefore, requested to submit
Participant(s). In accordance with the MCA Circular the PAN to their Depository Participants with whom
No. 17/2020 dated 13th April 2020, the Notice calling they are maintaining their demat accounts. Members
the AGM has been uploaded on the Company’s holding shares in physical form are requested to
website: https://newgensoft.com. The Notice can submit their PAN details to the Company’s Registrar.
also be accessed from the websites of the Stock
23. In terms of the SEBI Listing Regulations, securities
Exchanges i.e. BSE Limited (BSE) and National
of listed companies can only be transferred in
Stock Exchange of India Limited (NSE) at www.
dematerialized form effective from 1st April 2019.
bseindia.com and www.nseindia.com respectively,
In view of the above, members are advised to
and is also available on the website of e-voting
dematerialize shares held by them in physical
agency M/s KFin Technologies Private Limited
form. Members can also write to the Company’s
(formerly known as Karvy Fintech Private Limited)
Registrar in this regard.
at https://evoting.karvy.com/.
24. To prevent fraudulent transactions, members are
21. The Annual Report along with the Notice of AGM is advised to exercise due diligence and notify to their
being sent to the members, whose name appear in Depositories Participants (DPs) in respect of their
the register of members/depositories as at closing electronic share accounts and to the Company’s
hours of business on 26th June 2020 Registrar of any change in address or demise of
a.
Those members who have registered/not any member as soon as possible. Members are
registered their E-mail address and mobile also advised to not leave their demat account(s)
number including postal address and bank dormant for long. Periodic statement of holdings
details may please contact and validate/ should be obtained from the concerned DPs and
update their details with the Depository holdings should be verified from time to time.
Participant in case of shares held in electronic
25.
In case of joint holders attending the meeting,
form and with the Company’s Registrar in
the members whose name appears as the first
case the shares held in physical form.
holder in the order of names as per the Register of
b. Members who have not registered their E-mail Members of the Company will be entitled to vote.
address and in consequence, the Annual Report
and Notice of AGM could not be served, may
Instructions for the Members for attending the
temporarily get their E-mail address and mobile
AGM through Video Conferencing:
a) Members will be provided with a facility to attend
number provided with the Company’s Registrar,
the AGM through VC platform provided by M/s
by clicking the link: https://karisma.kfintech.
KFin Technologies Private Limited (formerly known
com/E-mailreg for sending the same. Members
as Karvy Fintech Private Limited), Members may
are requested to follow the process as guided to
access the same at https://emeetings.kfintech.
capture the E-mail address and mobile number
com and click on the “video conference”and access
for sending the soft copy of the notice and
the shareholders/members login by using the
e-voting instructions along with the User ID and
remote e-Voting credentials. The link for AGM will
Password. In case of any query, member may
be available in shareholder/members login where
write to [email protected].
the EVENT and the name of the company can be
c.
Members are also requested to visit the selected. Please note that the members who do
website of the Company https://newgensoft. not have the User ID and Password for e-Voting
com. or the website of the Company’s Registrar or have forgotten the User ID and Password may
https://karisma.kfintech.com/ for downloading retrieve the same by following the remote e-Voting
the Annual Report and Notice of the AGM. instructions mentioned in this notice.
04
b)
Members are encouraged to join the Meeting 26. Cut-off Date for E-voting:
through Laptops with Google Chrome for better a) The remote e-voting /voting rights of the
experience. Please note that Participants Connecting shareholders/beneficial owners shall be
from Mobile Devices or Tablets or through Laptop reckoned on the equity shares held by them
connecting via Mobile Hotspot may experience as at close of business hours on the Cut-off
Audio/Video loss due to Fluctuation in their Date i.e. 21st July 2020 only.
respective network. It is therefore recommended to
b)
A person who is not a member as on the
use Stable Wi-Fi or LAN Connection to mitigate any
Cut-off Date should treat this Notice for
kind of aforesaid glitches.
information purposes only.
c) Members are requested to participate in the AGM 27. Voting through electronic means /
on a first-come-first served basis, as participation Remote e-voting:
through VC is restricted upto 1000 members only. The Company is pleased to provide the facility of
However, members holding 2% or more shareholding voting by electronic means viz. ‘remote e-voting’
(Large Shareholders), Promoters, Institutional M/s KFin Technologies Private Limited (formerly
investors, Directors, Key Managerial Personnel known as Karvy Fintech Private Limited),
(KMP), Chairpersons of the Audit, Nomination Company’s Registrar, for the eligible members of
& Remuneration and Stakeholder’s Relationship the Company to enable them to cast their votes
Committee, Auditors, etc. are allowed to attend the electronically, on the resolutions mentioned in the
AGM without restriction on account of first-come- Notice of the AGM.
first served principle.
a) The remote e-voting period begins on Friday,
d)
Members who would like to express their views 24th July 2020 at 9:00 AM (IST) and ends
or ask questions during the meeting may log into on Sunday, 26th July 2020 at 5:00 PM (IST).
https://emeetings.kfintech.com/ and click on “Post During this period members of the Company,
your Questions” may post their queries/views/ as on the Cut-Off Date i.e. 21st July 2020,
questions in the window provided by mentioning may cast their votes electronically. Once the
the name, demat account number/folio number, vote on a resolution is cast by a member,
email id, mobile number. Please note that, the the member shall not be allowed to change
queries/views/questions of those members will be it subsequently. In case of voting by both the
answered who continue to hold the shares as on modes, vote casted through remote e-voting
cut-off date. Due to limitations of transmission and will be considered final.
coordination during the Q&A session, the Company
may dispense with the aforesaid window facilities b) The remote e-voting module shall be disabled
during the meeting. by Company’s Registrar for voting at 5:00 PM
(IST) on Sunday, 26th July 2020.
e) In addition to above, speaker registration may also
be allowed during the remote e-voting period. 28. Voting at the AGM: Members who could not vote
Shareholder who wish to register as speakers are through remote e-voting may avail the e-voting
requested to visit https://emeetings.kfintech.com/ facility as shall be provided during the AGM.
and click on ‘Speaker Registration’ during this
period. The speaker registration shall commence on
Instructions for members for e-Voting during
the AGM session:
24th July 2020 at 9.00 AM (IST) and closes on 26th
a) The e-Voting “Thumb sign” on the left hand corner of
July 2020 at 5.00 PM (IST). Members are requested
the video screen shall be activated upon instructions
to remember the same and wait for their turn to
of the Chairman/ Company Secretary during the
be called by the Chairman/ Company Secretary
e-AGM proceedings. Shareholders shall click on the
of the meeting during the Q&A Session. Due to
same to take them to the “Instapoll” page
limitations of transmission and coordination during
the AGM, the Company may have to dispense with b) Members to click on the “Instapoll” icon to reach
or curtail the Speaker Session, hence members are the resolution page and follow the instructions to
encouraged to send their queries/views/questions vote on the resolutions.
in advance as provided in note no. 18. c) Only those members, who will be present in the
AGM through VC facility and have not casted their
f) Facility of joining the AGM through VC / OAVM
vote through remote e-Voting are eligible to vote
shall open 15 minutes before the time scheduled
through e-Voting in the AGM.
for the AGM and will be available for Members
after 15 minutes of start of AGM on first come first d) However, members who have voted through Remote
served basis. e-Voting will also be eligible to attend the AGM.
05
29. The details of the process and manner for If the member is already registered with
remote e-voting are explained herein below: Company’s Registrar for remote e-voting, he
(i)
Open your web browser during the voting can use his existing User ID and password
period by typing the URL: https://evoting. for casting the vote without any need for
karvy.com obtaining any new User ID and password.
(ii)
Enter the login credentials (i.e. User ID and (iv)
After entering these details appropriately,
password mentioned in the E-mail forwarding click on “LOGIN”.
the Notice of AGM or mentioned on the
(v) You will now reach at the password changing
attendance sheet accompanying the Notice of
Menu, wherein you are required to mandatorily
AGM in case E-mail addresses is not registered
change your password. The new password
and physical copy of the Annual Report is being
shall comprise of minimum 8 characters with at
received by you. The said login credentials shall
least one upper case (A-Z), one lower case (a-
be valid only in case you continue to hold the
z), one numeric (0-9) and a special character
shares on the cut-off date). Your Folio No./DP
(@,#,$,etc.). The system will prompt you to
ID Client ID will be your User ID. However, if you
change your password and update your contact
hold shares in demat form and you are already
details like mobile number, E-mail addresses,
registered with Karvy for remote e-voting, you
etc. on first login. You will also be required to
shall use your existing User ID and password
enter a secret question and answer of your
for casting your vote.
choice to enable you to retrieve your password
in case you forget it. It is strongly recommended
(iii)
Any person, who acquires shares of the
that you do not share your password with any
Company and becomes member of the
Company after dispatch of the Notice of AGM other person and that you take utmost care to
and holding shares as on the cut- off date keep your password confidential.
i.e.21st July 2020 may obtain the User id and (vi)
You need to login again with the new
password in the manner as mentioned below: credentials.
a) If the mobile number of the member is (vii)

On successful login, the system will prompt
registered against Folio No. / DP ID Client you to select the Event Number for NEWGEN
ID, the member may send SMS: MYEPWD SOFTWARE TECHNOLOGIES LIMITED.
<space> Event number + Folio No. or DP
ID Client ID to 9212993399 (viii) On the voting page you will see the Resolution
Description and the Options “FOR/AGAINST/

Example for NSDL: ABSTAIN” for voting. Enter the number of
MYEPWD <SPACE> IN12345612345678 shares (which represents the number of votes)
as on the cut-off date under “FOR/AGAINST” or

Example for CDSL:
alternatively, you may partially enter any number
MYEPWD <SPACE> 1402345612345678
in “FOR” and partially in “AGAINST” but the
total number in “FOR/AGAINST” taken together

Example for Physical:
should not exceed your total shareholding as on
MYEPWD <SPACE> XXXX1234567
the cut-off date, as mentioned above. You may
b)
If e-mail id or mobile number of the also choose the option “ABSTAIN” in case you
member is registered against Folio No. / do not want to cast vote.
DP ID Client ID, then on the home page
(ix) You may then cast your vote by selecting an
of https://evoting.karvy.com, the member
appropriate option and click on “Submit”.
may click “forgot password” and enter
Folio No. or DP ID Client ID and PAN to (x) A confirmation box will be displayed. Click
generate a password. “OK” to confirm else “CANCEL” to modify.
Once you confirm, you will not be allowed to
c) Members may call Karvy’s toll free number modify your vote. During the voting period,
1-800-3454-001. Members can login any number of times till
they have voted on the Resolution(s).
d) Members may send an E-mail request to
[email protected]. However, KFin shall (xi)
Members holding multiple folios / demat
endeavor to send User ID and Password accounts shall choose the voting process
to those new Members whose E-mail separately for each of the folios / demat
addresses are available. accounts.
06
30. In case of any grievances connected to the remote 36. The results declared along with the report of the
e-voting or e-voting or VC/ OAVM during the Scrutinizer shall be placed on the Company’s
AGM, please contact Mr. Anandan K, Manager at website https://newgensoft.com and on the
M/s KFin Technologies Private Limited (formerly website of M/s KFin Technologies Private Limited
known as Karvy Fintech Private Limited), Karvy (formerly known as Karvy Fintech Private Limited)
Selenium Tower B, Plot 31-32, Gachibowli, Financial https://evoting.karvy.com immediately after the
District, Nanakramguda, Hyderabad – 500032 declaration of results by the Chairman or a person
contact no. - 040-67161591 or +91-9618243551 or authorized by him in writing. The results shall also
Call KFin’s toll free No. 1800-3454-001 for any be immediately forwarded to the concerned Stock
further clarifications. Exchanges i.e. BSE and NSE.
31.
You can also update your mobile number and 37. Since the AGM will be held through VC/OAVM, the
E-mail address in the user profile details of the Route Map is not annexed to this Notice.
folio which may be used for sending future
communication(s). 38. In terms of SEBI Listing Regulations, application for
: (i) Deletion of name of the deceased Member(s)
32. Any person who acquires shares of the Company where the shares are held in the name of two or
and becomes member of the Company post- more Members (ii) Transmission of shares to the
dispatch of Notice of AGM along with the Annual legal heir(s)/representative(s), where deceased
Report before the Cut-Off Date may obtain the login Member was the sole holder of shares (iii)
ID and password by sending a request at evoting@ Transposition of shares – when there is a change
karvy.com or visit the FAQ’s section available at in the order of names in which physical shares are
Karvy’s website https://evoting.karvy.com. held jointly in the names of two or more Members
has to be accompanied with a self-attested copy of
33.
The voting rights of the members shall be in their PAN along with the other required documents
proportion to the paid-up value of their shares in to the Company’s Registrar irrespective of the
the equity capital of the Company as on the Cut- value of the transaction. Members are requested
off Date. to bear in mind the aforesaid requirements while
communicating with the Company or Registrar for
34. A person, whose name is recorded in the Register any of the purposes stated above. Section 72 of
of Members or in the Register of Beneficial Owners the Act provides for Nomination by the members
maintained by the depositories, as on the cut-off of the Company and the members are requested
date, only shall be entitled to avail the facility of to avail this facility.
remote e-voting or e-voting during the AGM.
By order of the Board
35.
Mr. Devesh kumar Vashisht (holding CP No.: For Newgen Software Technologies Ltd
13700), Partner failing him, Mrs. Priyanka (holding
CP No.: 16187), Partner of M/s Sanjay Grover & Date: 25th June 2020 Sd/-
Associates, Practicing Company Secretaries, has Registered Office: A-6, Aman Mourya
been appointed as the Scrutinizer to scrutinize the Satsang Vihar Marg, Company Secretary
entire e-voting process in a fair and transparent Qutab Institutional Area, FCS: 9975
manner. New Delhi - 110067
07
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
(“THE ACT”)
The following Explanatory Statement pursuant to Company’s website at: https://newgensoft.com.
Section 102 of the Act sets out all material facts relating
to the business mentioned at Item Nos. 4 and 5 of the With the recommendation of the Nomination &
accompanying Notice of 28th AGM of the Company. Remuneration Committee, the Board of Directors
of your Company recommends the resolution(s) in
Item No. 4 relation to appointment of Ms. Padmaja Krishnan (DIN:
Based on the recommendations of the Nomination & 03155610) as an Independent Director, for the approval
Remuneration Committee, the Board of Directors have by the members of the Company as an Ordinary
approved the appointment of Ms. Padmaja Krishnan Resolution.
(DIN: 03155610), aged 64 years, as an Additional
Director in the category of Independent Director on the Except Ms. Padmaja Krishnan (DIN: 03155610), no
Board of the Company under Section 161(1) of the Act. other Director(s) and Key Managerial Personnel of
Her appointment is for an initial term of five (5) years, the Company and their relative(s) has any nature of
effective from 24th March 2020, subject to the approval concern or interest, financial or otherwise, directly or
of members by passing an Ordinary resolution. indirectly, in respect of the proposed resolution(s).
Ms. Padmaja Krishnan (DIN: 03155610) is not disqualified Ms. Padmaja Krishnan (DIN: 03155610) is interested in
from being appointed as a Director in terms of Section the respective resolution(s) set out at Item number
164 of the Act and has accorded her consent to act as 4 of the Notice with regard to her appointment. The
an Independent Director of the Company. The Company relatives of Ms. Padmaja Krishnan may be deemed to
has also received a declaration of independence, be interested in the resolution(s) to the extent of their
pursuant to Section 149(7) of the Act stating that she shareholding interest, if any, in the Company.
meets the criteria of independence as provided under
Section 149(6) of the Act and Regulation 16(1)(b) of the Item No. 5
SEBI (Listing Obligations and Disclosure Requirements) In terms of the provisions of Regulation 17(1A) of the
Regulations, 2015, (“SEBI Listing Regulations”). SEBI Listing Regulations the Company is required
to obtain approval of members for continuing the
In terms of the provisions of Sections 149, 150, 152 read directorship of any Non-executive Director, who has
with Schedule IV and any other applicable provisions attained the age of seventy five (75) years by passing a
of the Act and SEBI Listing Regulations, Ms. Padmaja Special Resolution.
Krishnan (DIN: 03155610), being eligible is proposed to
be appointed as an Independent Director for an initial The members of the Company, at their 26th Annual
term of five (5) years effective from her appointment General Meeting (“AGM”) held on 9th day of August,
date as aforesaid. 2018, had granted approval for appointment of Mr.
Saurabh Srivastava (DIN: 00380453) as Non-executive
In the opinion of Nomination & Remuneration Committee Independent Director of the Company for a term of
and the Board of Directors, her appointment as an five (5) years, effective from 30th August 2017 to 29th
Independent Director fulfill the conditions specified in August 2022, not liable to retire by rotation.
the Act and rules made thereunder, as also the SEBI
Listing Regulations and that the said appointment is Mr. Saurabh Srivastava (DIN: 00380453) will attain
independent of the Management. Given her expertise, the age of seventy five (75) years in the month of
knowledge and experience, the Committee and the March, 2021 and the continuation of his Directorship,
Board is of the opinion that it would be in the interest post attaining the age of seventy five (75) years, will
of the Company to avail her service as an Independent be subject to approval by the members by Special
Director of the Company. A brief profile of Ms. Padmaja resolution.
Krishnan (DIN: 03155610), nature of her expertise
in specific functional areas, name of the companies The Nomination & Remuneration Committee and the
in which she is holding Directorship(s), Committee Board of the Company is of the opinion that Mr. Saurabh
Membership(s) / Chairpersonship(s), her shareholding Srivastava has been an integral part of the Board and
etc. is separately annexed in terms of Regulation 36(3) has provided valuable insights to the Company and his
of the SEBI Listing Regulations. continuation as Director will be in the interest of the
Company notwithstanding his completion of seventy
Copies of the draft letter(s) of appointment of Ms. five (75) years of age. The Nomination & Remuneration
Padmaja Krishnan (DIN: 03155610) as an Independent Committee and the Board of Directors of the Company
Director setting out the terms and conditions would have recommended the continuation of Mr. Saurabh
be available for inspection, by the members on the Srivastava as a Non-executive Independent Director of
08
the Company, considering his rich experience, expertise August 2022, for the approval by the members of the
and valuable contribution made to the Board of the Company as a Special Resolution.
Company. A brief profile of Mr. Saurabh Srivastava
(DIN: 00380453), nature of his expertise in specific Except Mr. Saurabh Srivastava (DIN: 00380453), no
functional areas, name of the companies in which he other Director(s) and Key Managerial Personnel of
is holding Directorship(s), Committee Membership(s) the Company and their relative(s) has any nature of
/ Chairmanship(s), his shareholding etc. is separately concern or interest, financial or otherwise, directly or
annexed in terms of Regulation 36(3) of the SEBI indirectly, in respect of the proposed resolution.
Listing Regulations.
Mr. Saurabh Srivastava (DIN: 00380453) is interested
Mr. Saurabh Srivastava fulfill all conditions specified in the respective resolution as set out at Item number
by applicable laws for the position of an Independent 5 of the Notice. The relatives of Mr. Saurabh Srivastava
Director of the Company. The Company has also may be deemed to be interested in the resolution to
received necessary declarations from him stating that the extent of their shareholding interest, if any, in the
he meets the criteria of independence as prescribed Company.
under the Act and SEBI Listing Regulations, presently
applicable. Further, he has also confirmed that he is not By order of the Board
disqualified from being as Director of the Company. For Newgen Software Technologies Ltd
The Board of Directors of your Company recommends Date: 25th June 2020 Sd/-
the resolution in relation to the Continuation of Registered Office: A-6, Aman Mourya
directorship of Mr. Saurabh Srivastava (DIN: 00380453) Satsang Vihar Marg, Company Secretary
as Non-executive Independent Director upto 29th Qutab Institutional Area, FCS: 9975
New Delhi - 110067
09
Annexure - 1
DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE

28th ANNUAL GENERAL MEETING
[In pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standard on General Meetings (SS-2)]
Name of Director Mrs. Priyadarshini Nigam

(DIN: 00267100)
Item No. Item No. 3
Date of Birth 26/03/1957
Age 63 years
Nationality Indian
Qualification She holds a Bachelor’s and Master’s degree in Economics.
Experience She has been on our Board since 20th September 1997. She has
previously been a freelance journalist and has published articles in
South- North News Service and Depth news Press Foundation Asia.
She has more than 10 years of experience in the field of journalism.
Terms & Conditions for Appointment / No change in her previous terms of re-appointment as whole-time
Re-appointment Director, approved by the members.
Details of Remuneration sought to be paid No change in the remuneration as previously approved by the
members during re-appointment as whole-time Director.
Last Remuneration 77.58 Lakhs
Drawn (INR)
Date of first appointment on the Board 20th September 1997
No. of shares held in the Company 79,68,906 equity shares
Relationship with other Directors, Manager Mr. Diwakar Nigam, Chairman and Managing Director is the spouse
and other Key Managerial Personnel of the of Mrs. Priyadarshini Nigam.
Company
No. of Board Meetings attended/ held Number of Board meeting held: 5
during Financial Year (2019-2020) Number of Board meeting attended: 4
Directorship held in other Companies NIL
(Only Listed Companies are considered)
Chairman/ Member of the Committee of Corporate Social Responsibility Committee (Chairperson)
the Board of Directors of our Company
Committee position held in other listed NIL
companies.
(*Only Audit Committee and Stakeholders’
Relationship Committee memberships
in equity listed companies have been
considered)
10
Name of Director Ms. Padmaja Krishnan
(DIN: 03155610)
Item No. 4
Age 64 years
Nationality Indian
Qualification Bachelor’s degree in Science (Physics) and Master’s degree
in Science (Physics) from the University of Delhi; Master’s in
Philosophy (Computer & Systems Sciences) from the School
of Computer & Systems Sciences, Jawaharlal Nehru University,
New Delhi.
Experience She is a certified coach at Marshall Goldsmith Stakeholder Centered
Coaching, a certified TickIT Lead Assessor from UK, a Certified
Corporate Director by Institute of Directors and acts as a Guest
Faculty for MBA programs at FMS, BIMTECH and NIFM. She has
more than 40 years of experience in the IT industry.
Terms & Conditions for Appointment/ Ms. Padmaja Krishnan as an Independent Director of the Company
Re-appointment for an initial term of five (5) years, effective from 24th March 2020.
The terms and conditions of the appointment is available on the
website of the Company.
Details of Remuneration sought to be paid She will be eligible for a sitting fee, as fixed by the Board of Directors
subject to the limit as prescribed under the Act for attending the
meetings of the Board and its Committees.
She will also be eligible for Commission on net profits of the
Company, as may be approved by the members and to be
determined by the Board of Directors in each year within over all
ceiling limit as fixed by the members.
Last Remuneration Drawn (INR) NIL
Date of first appointment on the Board 24th March 2020 as an Additional Director in the category of
Independent Director.
No. of shares held in the Company NIL
Relationship with other Directors, Manager NIL
and other Key Managerial Personnel of the
Company
No. of Board Meetings attended/ held Not Applicable
during Financial Year (2019-2020)
Directorship held in other Companies NIL
(Only Listed Companies are considered)
Chairman/ Member of the Committee of NIL
the Board of Directors of our Company
Committee position held in other listed NIL
companies.
(*Only Audit Committee and Stakeholders’
Relationship Committee memberships
in equity listed companies have been
considered)
11
Name of Director Mr. Saurabh Srivastava
(DIN: 00380453)
Item No. 5
Age (74 years)
Nationality Indian
Qualification Bachelor’s in Technology from IIT- Kanpur and Master’s in Science
from Harvard University, USA. He has also been awarded Padma
Shri by the Government of India.
Experience Mr. Saurabh Srivastava has several years of experience in the
field of Information Technology. He is one of India's leading IT
entrepreneurs, angel investors and venture capitalists. He is a
founder Director of Indian Angel Network and a former Chairman
of NASSCOM. He was on the advisory board of the Imperial
College, Business School London and has more than 40 years of
experience in the field of Information Technology.
Terms & Conditions for Appointment/ No change in his previous terms of appointment. The terms and
Re-appointment conditions of the appointment is available on the website of the
Company.
Details of Remuneration sought to be paid No change in his previous terms of appointment. He will be eligible
for a sitting fee, as fixed by the Board of Directors subject to
the limit as prescribed under Companies Act, for attending the
meetings of the Board and its Committees. He will also be eligible
for Commission on net profits of the Company, as may be approved
by the members and to be determined by the Board of Directors
in each year within over all ceiling limit as fixed by the members.
Last Remuneration Drawn (INR) 29.67 Lakhs
Date of first appointment on the Board 30th August 2017
No. of shares held in the Company NIL
Relationship with other Directors, Manager NIL
and other Key Managerial Personnel of the
Company
No. of Board Meetings attended/ held No. of Board Meetings Held: 5
during Financial Year (2019-2020) No. of Board Meetings Attended: 5
Directorship held in other Companies Dr. Lal Pathlabs Limited
(Only Listed Companies are considered) Info Edge (India) Limited
Chairman/ Member of the Committee of Audit Committee (Member)
the Board of Directors of our Company Nomination & Remuneration Committee (Member)
Committee position held in other listed Audit Committee:
companies. 1. Info Edge (India) Limited (Member)
(*Only Audit Committee and Stakeholders’ 2. Dr. Lal Pathlabs Limited (Member)
Relationship Committee memberships Stakeholders’ Relationship Committee:
in equity listed companies have been 1. Dr. Lal Pathlabs Limited (Chairman)
considered)
12
Annual
Report
19-20
EMPOWERING
ENTERPRISES
Doing More, With Less
Table of Contents
Corporate Overview
02 04 05
Empowering businesses with Recognition of Financial performance
Newgen’s transformative Our solutions
platforms
06 08 09
Chairman’s message Empowerment Doing More with Sales,
through research Marketing, and Project
Delivery
10 12 16
Doing more in the Empowering Board of Directors
newgen family Communities -
Making an Impact
18 19
Management Team Corporate Information
Statutory Reports Financial Statements

Directors’ Report 21 Standalone Financial Statements 92
Report on Corporate Governance 59 Consolidated Financial Statements 158
Management Discussion and Analysis 84
To view this report online,

please visit: www.newgensoft.com
Forward-looking statement
This report contains forward-looking statements, which may be identified by their use of words like ‘plans’, ‘expects’, ‘will’,
‘anticipates’, ‘believes’, ‘intends’, ‘projects’, ‘estimates’ or other words with similar meaning. All statements that address
expectations of projections about the future, including but not limited to statements about the Company’s strategy for
growth, product development, market position, expenditures and financial results, are forward-looking statements. Forward-
looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee
that these assumptions and expectations are accurate or will be realised. The Company’s actual results, performance or
achievements could thus differ materially from those projected in any such forward-looking statements. The Company
assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent
developments, information or events. The Company has sourced the industry information from the publicly available resources
and has not verified that information independently.
Empowering Enterprises
Doing More, With Less
Resilience has been the quality most essential for all businesses during
FY 2019-20. The global economic slowdown and the COVID-19 pandemic
have put organisational efficiency and business continuity to test like never.
Businesses have realised that digital automation solutions are not just support
systems but core for organisation’s survival. As companies first tightened belts
because of the downturn of 2019 and then implemented remote work during
the social distancing and lockdown of 2020, digitalisation reinforced the
benefits of cost, productivity, and data security.
During this time, our Company has demonstrated resilience through our
foresight, robust business model, and effective business continuity strategy.
We are actively assisting customers in running their operations seamlessly
despite the disruptions while maintaining the safely of employees.
We strongly believe that for our customers to differentiate and succeed, they
need to deliver more efficiently and rapidly, while using fewer resources. In our
own enterprise, we are committed to this direction across all facets: people,
product, operations, and service.
NEWGEN TODAY
Large 56% Annuity Revenues

`6,608 Million
annuity Revenues
revenue 18% Sale of Products
streams 26% Sale of Services
~560
Active Customers (71 new
logos added in FY 2019-20)
57% Banking & FS

Mission 9% Health 69
critical 8% BPO Countries
solutions
across key 8% Government
verticals 6% Insurance
12% Other
44*
Patent Filings (4 patents
granted in FY 2019-20)
30% India
3,000+
Personnel
Diversification 31% EMEA
across
28% USA
geographies
11% APAC 60% YoY
Cloud Revenue Growth
*44 Patent Filings, of which 15 patents are granted in India & US and 16 patent
applications are under processing
Empowering Businesses with

Newgen’s Transformative Platform
OUR PRODUCT suites
Digitise Process & Adapt Communicate
OmniDocs OmniFlow iBPS OmniOMS
Enterprise Content Business Process & Customer Communication

Management Case Management Management
(Content Services (Intelligent Process (Customer Engagement
Platform) Automation) Management)
Deliver contextual Create smarter Listen, personalise,

content for smarter processes rapidly, and deliver interactive
decision-making empower knowledge communication to
and improved workers, and build enhance customer
collaboration responsive business experience
We are a low-code digital automation

platform company providing enterprise-
wide, mission-critical solutions helping
organisations deliver superior customer
experience and drive rapid digital
transformation.
02
Empowering Businesses with Newgen’s Transformative Platforms Annual Report 2019-20
Transformed Experience
COMPANY OVERVIEW
Email/Message/
Social Web Portal Mobile In-Person
Scan
STATUTORY REPORTS
BANKING GOVERNMENT/ INSURANCE BPO/IT HEALTHCARE
PSU
IAM/SSO RPA AI/ML API
Blockchain Cloud/ Analytics
FINANCIAL STATEMENTS
On-Premises
Low Code Application

Integration Ecosystem
Platform
Content Communication Processes
Connected Enterprises
The Newgen digital automation platform, with its low-code capability, enables
the integration of various business applications, bridging (process, content, and
communication) silos in organisations. It offers agility for sustainable and continuous
improvement, thereby future-proofing enterprises. The platform’s new-age capabilities
including mobility, social engagement, analytics, cloud deployment, robotic process
automation, blockchain, and artificial intelligence, keep our customers ahead of the curve.
Newgen is helping its clients transform their businesses with our natively-developed
digital automation platform, deep industry domain knowledge, and global reach. Five core
verticals with strong potential are our strategic focus areas.
03
Recognition of Our Solutions

Forrester® Wave™
D&B
Positioned as a “Strong Performer” in the Forrester Assigned Indicative Risk Rating of
Wave™: ECM Content Platforms, Q3 2019. Newgen 5A2 by Dun & Bradstreet and overall
has achieved the highest score of 4.08 among status on Composite Appraisal/
all vendors in the ‘Current Offering’ category. The Condition as ‘Good’.
report has recognised Newgen as “a good fit for
enterprises looking to modernise their critical
content and process applications and seeking a
fresh, cost-effective alternative to older apps”.
Gartner Crisil
Positioned as a Challenger in Gartner Magic A2+ [CRISIL] Short Term Rating for
Quadrant for Content Services Platforms, Michael Line of Credit.
Woodbridge et al., published on October 30, 2019.
Key Awards
Recognised as the ‘Enterprise Content Felicitated with the WfMC Award for Excellence
Management Vendor of the Year’ at Frost & Business Transformation 2019. Newgen received
Sullivan’s 2019 India ICT Awards. this award for digitising the Idea to Realisation
received Special Recognition at Dun & Bradstreet (I2R) process of a leading medical technology
– RBL Bank SME Business Excellence Awards company, headquartered in the United States.
2019. Felicitated for being the ‘Preferred Partner for
Silver Stevie winner at ‘The Asia Pacific Stevie ECM Solutions’ during the Infosys Finacle Global
Awards 2019’ within the category ‘Innovative Use Partner Meet 2019.
of Technology in Customer Service in Financial Mashreq Bank, UAE, and Newgen Software
Services Industries’. awarded for the ‘Best Process Automation
Bronze Stevie winner at ‘The Asia Pacific Stevie Initiative in the Middle East’ at The Asian Banker
Awards 2019’ within the category ‘Innovative Use Middle East and Africa Awards Programme 2019
of Technology in Customer Service in Financial (held in March 2019).
Services Industries’. National Bank of Ras Al Khaimah and Newgen
Union Bank Nigeria and Newgen Software awarded Software announced the winners of The Asian
with ‘Best Branch Digitisation Initiative’ at Banker Middle East and Africa Awards Programme
The Asian Banker West Africa 2019 (held in March 2019) for the ‘Best Branch
Awards Programme 2019. Digitisation Initiative in the Middle East’.
Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users
to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of
Gartner’s research organisation and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or
implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.
The Forrester Wave™ is copyrighted by Forrester Research, Inc. Forrester and Forrester Wave™ are trademarks of Forrester Research,
Inc. The Forrester Wave™ is a graphical representation of Forrester’s call on a market and is plotted using a detailed spreadsheet with
exposed scores, weightings, and comments. Forrester does not endorse any vendor, product, or service depicted in the Forrester
Wave™. Information is based on best available resources. Opinions reflect judgement at the time and are subject to change.
04
Annual Report 2019-20
Financial Performance
COMPANY OVERVIEW
Financial Snapshot Revenue Split
FY 2019-20 Revenue Streams
Revenue (` in Million) by Segment (%)
3,468 4,271 5,124 6,206 6,608
STATUTORY REPORTS
20% ATS/AMC
6% SaaS
30% Support
25% Implementation
1% Digitisation
18% Sale of Products
FY 16 FY 17 FY 18 FY 19 FY 20
FY 2019-20 Revenue Concentration

Annuity Revenues (` in Million) by Geography (%)
1,405 1,707 2,209 3,030 3,686
31% EMEA
28% USA
11% APAC (Ex-India)
30% India
FY 16 FY 17 FY 18 FY 19 FY20
FY 2019-20 Revenue Split

PAT (` in Million) by Vertical (%)
278 513 729 1,022 727
57% Banking
8% Govt/PSUs
8% BPO/IT
6% Insurance
9% Healthcare
12% Others
FY 16 FY17 FY 18 FY 19 FY 20
FY ’16 financials are Restated Consolidated Financials as per Indian GAAP Accounting Standards
FY ’17, FY ’18, FY ’19 and FY ’20 financials are Consolidated Financials as per Ind AS Accounting Standards
05
Chairman’s Message
Dear Shareholders,
The year 2019-20 has presented
unprecedented challenges to the
world, with the global economic
downturn followed by the COVID-19
pandemic, but it has also revealed
— or, rather, reinforced — what
the pillars of future success would
be. The year has shown us that
highly innovative digital solutions
can empower all the enterprises
regardless of their size and nature
of the business, and help
them become more productive
even with less resources.
Newgen’s digital automation platform has supported Our well-defined business continuity plan states
business applications necessary to achieve different types of potential disruptions and outlines
organisational excellence, efficiency, flexibility, and the respective response mechanisms. We have
business continuity. Today, in all our five core verticals, enabled business continuity for our customers
we are helping our clients, many of whom are in the through past health crises, including the Ebola
‘essential services’ category, to continue uninterrupted outbreak of 2014-2016 in West Africa, and our ability
functioning while servicing their customers with to address critical situations at the first sign of trouble
speed and security. has only become stronger with time.
Internally, too, we took control of the situation with our We are developing products and solutions that are
foresight, quick decision-making, business continuity low-code, flexible, and cloud-ready, thus enabling
processes and robust IT infrastructure and equipped our client organisations to resolve complex business
our global employees for the digitalised work-from- problems, and empowering them to reinvent their
home (WFH) regime. Our cloud-based solutions made workplaces. Our aim is to always be more effective,
project development and delivery seamless despite our delivering greater results with fewer resources and in
team working remotely. shorter time. Alongside helping our clients achieve
digital transformation, we are transforming ourselves,
A time of transformation too. We have crafted our strategic approach to drive
Keeping in mind our core value of ‘Newgen as a family’, agility, efficiency, responsiveness and customer-
we have prioritised the well-being of our employees centricity in organisations by integrating the various
and their families while ensuring zero lag in customer facets of an enterprise – people, processes, systems
operations. Our Covid-19 action team has been and things.
constantly assessing the situation and responding
promptly, ensuring seamless transition to remote There are many things to be learnt from this crisis; we
working and giving our WFH workforce everything they are delving into those learnings in order to increase
need to maintain the highest levels of performance and resilience for ourselves and our clients.
also to keep their faith in the Company’s support. Today,
Business performance
our entire workforce is enabled to work remotely and
is fully functional. In these difficult times, we have seen For FY 2019-20, we closed the year with revenues
extraordinary dedication in our employees, who have of ` 661 crores, up 6.5% compared to the previous
always had the attitude of customer first. year. Newgen business witnessed growth across
06
Chairman’s Message Annual Report 2019-20
COMPANY OVERVIEW
most geographies — the EMEA region (Europe, the Fortune 2000 customers in the US is thriving, and we
Middle East, and Africa) grew at 17%; APAC (Asia- are seeing good traction in this.
Pacific) at 10%; and Americas region at 5%. India,
however, experienced slow growth because of the We have recently received approval for setting up a
crisis involving NBFCs, consolidation of banks, and a unit in the IT/ITES SEZ in Noida, Uttar Pradesh, from
the Development Commissioner of Noida Special
STATUTORY REPORTS
liquidity crunch. The last quarter of the financial year
was further impacted by new business deferments Economic Zone.
due to the movement restrictions imposed globally on
account of the pandemic. Outlook
While in the short term, the macro-economic and
Overall, we did 71 new logo acquisitions during public health challenges are expected to delay new
the year, bringing our numbers to about 560 deal signings and lengthen the sales cycles, we believe
active customers across 69 countries. Our digital that today, the relevance and requirement of our
solutions are of mission-critical nature for our long- digital transformation solutions for enterprises is more
term customers, serving as the backbone of their than ever. These solutions are a natural fit for our
operations. Newgen’s policy of doing business on strategy of remote implementation.
the basis of trust and collaboration with clients has
earned us great goodwill during the coronavirus We are thus reinventing our ways of working and
outbreak. We have been receiving appreciation from restructuring our teams. A combination of digital
customers across the board for our support to them connectivity and data security helps us to successfully
during this testing and demanding phase. execute and expedite project deployments and
sales discussions. We are building local teams across
Our annuity revenues continued to remain strong — mature markets and are focussing on strengthening
they constituted 56% of the revenues and witnessed our worldwide network of global System Integrator
a growth of 22% YoY. Of the annuity revenues, SaaS partners. Going forward, we are prioritising SaaS-
(software as a service) revenues grew rapidly at 60% based delivery models.
YoY. Most geographies are increasingly showing
acceptance of SaaS solutions, which are easy to We are looking at increasing operational efficiency
deploy remotely and should become a key element and optimising costs for cash preservation and
for us in the ‘new normal’. maintaining healthy liquidity during this phase.
Profits and margins were impacted during the year, I strongly believe that Newgen has a resilient business
on account of slower growth in the top-line and model, with large recurring business from existing
continued investments in research & development customers; and diversification across verticals, clients,
and sales & marketing efforts. The Company and geographies. We are carefully monitoring the
reported an EBITDA of ` 105 crores and Profit after situation and taking all necessary precautions for
Tax of ` 73 crores. employees, customers, partners, and vendors. The
Company would be implementing a phased and safe
Strength in innovation return-to-work plan. Taking resolute steps, we are
During the year, Newgen’s solutions have received adapting to the changing dynamics.
various analyst recognitions from leading research
In conclusion, allow me to thank our team, our
firms.
customers, and all stakeholders. Their support gives
We have a strong team of 400+ employees focussed us strength in our journey. With the stakeholders
on research and product development initiatives. keeping their faith in Newgen, we shall continue to
During the year, Newgen was granted 4 patents, write newer chapters of success.
taking the total to 15 patent grants as of March
2020. The endeavour is to work on enhancing our With Best Regards,
product portfolio to meet the evolving industry needs, Diwakar Nigam
changes in customer requirements, and competitive
products and features, thereby meeting customers’
expectations while reducing their total cost of
ownership.
Our reach is being further expanded globally through

our direct and indirect sales networks. Newgen is
focussing on strengthening its System Integrator
ecosystem. SaaS sales through System Integrators in
07
Empowerment through Research
400+
R&D Employees
44
Patent Filings
(with 15 Patents
Granted)
As the global economy evolves, businesses change, Our differentiated offerings are applications built
and customer expectations rise, we have stayed at the on digital automation platforms with low-code
forefront of innovation, with continuous research and capability. Our complete development network and
development in order to pioneer specialised product supporting infrastructure operates on a central system
lines. We thus strengthen our leadership position in and follows a synchronised cloud-based continuity
building cutting-edge, industry-specific applications, strategy.
fortified by comprehensive security features, that
are instrumental in driving the worldwide digital We are aggressively pursuing cloud solutions across
transformation. Our products enable our customers to the globe, as these are easy to deploy remotely and
manage increasingly complex and diverse tasks in less are gaining international acceptance. Cloud revenues
time and with greater ease. witnessed 60% growth during the year and comprised
6% of our total revenues.
As of 31st March, 2020, the Company has to its
credit 44 Patent Filings, of which 15 patents have
been granted in India and the US, and 16 patent
applications are under processing.
New Features
Intelligent Low-Code Collaborative
Digital
Content Application Work BlockChain RPA
Sensing
Services Dev Platform Management
KEY PATENTS ISSUED

Granted a patent entitled ‘Automated Quality and which helps in optimising the check clearing cycle
Usability Assessment of Scanned Documents’. The while ensuring security and compliance
invention enables organisations to automatically Received patent for ‘Mark Detection System and
assess the quality of scanned images and make Methodology’ from the US Patent Office
necessary corrections Secured patent for a ‘System and Method
Granted a patent by the US Patent Office for the for Automatic Quality Assessment of Digital
Company’s ‘Intelligent Check Deposit Machine’, Documents’
08
Doing More with Sales, Marketing,
COMPANY OVERVIEW
and Project Delivery
STATUTORY REPORTS
At Newgen,
we have been
increasingly focussing
on building global
market awareness Transforming its sales and marketing methodologies,
of our brand and the Company has been effectively using digital
marketing tools and successfully providing virtual
sales demos and discussions while receiving full
products. Our two-way support of local sales teams across key markets.
approach, which is a Our SI partner ecosystem has been strengthened

globally. Evolving initiatives related to partner
part of our marketing management include workshops, webinars,

certification courses, and regular training. We also
strategy, includes ensure that our partners use the best global practices
and are well supported.
direct sales and sales For project delivery, we are successfully leveraging
digital connectivity while ensuring data security to
through channel remotely execute each stage of the project. Our
platforms low-code capabilities ensure shorter
partners. delivery timelines; the cloud solutions ensure remote
implementation.
09
Doing More in The Newgen Family
Seamless Transition to Remote Working

System
Empowered by our digital infrastructure and
expertise, we seamlessly transitioned to the work-
from-home (WFH) system during the social
distancing and lockdown necessitated by the
coronavirus contagion. Employee wellbeing has been
of paramount importance during this period. The
Newgen’s industry- transition was facilitated by quick decision-making,
implementation of our Business Continuity Plan,
leading digital and our robust IT setup. We executed just-in-time
requisition and provision of computers, enabled
solutions are VPNs and Internet connectivity, and provided team
collaboration tools.
conceptualised, Our committed workforce ensured that Newgen

prepared itself almost overnight to navigate the crisis.
researched, and With about 90% Newgenites transitioning to WFH,
our people were ready to go live with projects when
implemented by others were struggling to even devise a strategy.
Our remote working data confirmed a surge in
our talented human productivity as Newgenites committed themselves to
overcoming all challenges.
resources. Therefore, Empowering Values and Culture
the collective growth Perfectly aligned with Newgen’s Leadership Code,

our people uphold the organisation’s core values in
all their endeavours. Their professional development
and collaboration in happens through creative growth opportunities
emerging from our excellence DNA. Entrusted with
the Newgen family, responsibilities from the early stages of their career,
our people work with top clients, consultants and
which is always striving analysts, thereby acquiring knowledge and building
confidence.
to do more with less, is This open and supportive work environment helps
the team grow together and leads to better product
our greatest asset. offerings. Open doors and free flow of two-way
10
Doing More in The Newgen Family Annual Report 2019-20
COMPANY OVERVIEW
communication through various formal and informal Regular Open House meetings to communicate a
channels is part of the Newgen culture. Care, humility, uniform strategy and showcase the role of each
and respect for all is our HR mantra. Newgenite in achieving this goal
Strategic HR programmes to ensure that Newgen
Focus on Capacity Management
continues to be a thriving workplace. Inputs are
We are focussed on capacity management through received from our people, based on the Annual
various measures, which include: Employee Engagement Survey and Service
Attracting and retaining the brightest people in the Satisfaction Surveys
industry through Talent Acquisition, Internal Job Employee recognition for outstanding
Postings, and Employee Referrals contributions, through a Reward & Recognition
STATUTORY REPORTS
With 400+ innovators in Product R&D Team, (R&R) Programme, coupled with incentives for
supported by about 2,000+ people in Delivery performance excellence. Special RR initiatives
Excellence, we are expanding our frontiers to ensure real-time engagement and motivation. Pat
strengthen Newgen’s position as a market leader on the Back, Your Contribution Counts, Excellence
Our employee base of 3,000+ across the Award, and Rising Star awards are designed for
development centres in Noida, Gurugram, New key contributors. Online and offline campaigns
Delhi, Mumbai, and Chennai, and our international such as #XtraMiles, #NewgenHero, #IAmNewgen,
subsidiaries regularly gets a fresh infusion of talent #GreatJob, #ThankYou, #BusinessBytes,
#FunWithFriends at work and others keep the
Steering Capability Management organisation well-knit
Taking an integrated approach to competency Platforms such as Newgen Women’s Forum and
development, we strive to enhance employee Newgen Employee Welfare Society (NEWS) let
satisfaction levels. Our key efforts in this direction Newgenites engage in collaborative discussions,
include: activities, and celebrations
Making the on-boarding process smoother for Celebration of project success and team spirit, with
newly hired Newgenites through structured proud moments shared with the entire Newgen
programmes such as Newgen Broad Spectrum family through internal communication
Orientation, Product Training, and Elaborate Cross-functional collaborations, brainstorming
On-the-Job-Training (OJT) as well as special through quality circles, and platforms such as
mentorship programmes Accomplish Collective Excellence (ACE) to give
Special emphasis on career planning for various people opportunities to contribute and improve
roles with a clearly defined growth path organisational aspects. Hackathons and cross-
Regular in-house training and certifications for skill functional task forces support the organisational
upgradation under iLearn, iEvolve and weLearn values on product DNA and building for tomorrow
initiatives. These include behavioural and technical ESOPs (Employee Stock Options) granted from
training, such as Newgen Certified Implementation time to time for employees’ concurrent growth
Professional (NCIP) for Engineers and Newgen B1 with the Company
certification for Business Analysts. The migration All of this led to an increase in Employee
of various L&D initiatives from classroom to online Engagement Index in FY 2019-20. Newgen’s overall
modules has supported business growth even in score moved to 6.1 from 5.8 during the year
the challenging times
Thrust on strengthening leadership excellence Committed to Ethics and Compliance
with 360-degree feedback assessments for the Our business mantra draws upon our unwavering
leadership team; the Newgen Emerge Leadership commitment to integrity and ethical practices,
Development programme for mid-level leaders; and we have in place various measures to ensure
and Soul of Leading Teams for first-time managers, compliance
to name a few Articulation of our ethical focus by sharing and
Role-based goal assessment system to help enforcing Newgen’s Code of Ethics and Business
align every individual’s goals with the Company’s Conduct
Mission and Vision Focussed awareness campaigns, robust complaint
Omnigyan, e-Library and various other online redressal mechanisms
forums for continued education and knowledge Gender neutral internal policies to establish
enhancement the philosophy of ‘Zero Tolerance to Sexual
Harassment’ at every level (Prevention of Sexual
Greater Engagement and Empowerment Harassment)
With special focus on leadership development and
Establishment of a Vigil Mechanism and
improving employee experience, we have undertaken
Whistle-Blower Policy by engaging a third-party
the following key initiatives:
ombudsman
Town Hall meetings with the senior management
to align all Newgenites with a shared vision.
11
Empowering Communities - Making an Impact
Newgen’s Corporate Social Responsibility mission Schools in Harkesh Nagar and Tekhand, and Soami
actively contributes to the holistic development of Nagar Model School, a trust-managed school. Over
our communities. The core philosophy is to empower 3,000 students of Classes VI, VII, and VIII benefit from
the less privileged through an integrated approach to the programme.
help them realise their full potential and enjoy a good
quality of life, at the centre of which is our goal to In FY 2019-20, the NDDP programme underwent a
spread digital literacy. series of methodological changes. The NDDP session
execution strategy was reformed with more focus
Along with the successful implementation of our on iPad-based research and self-learning. Digital
CSR initiatives, there has been a conscious effort to remedial camps were made more iPad-inclusive to
revamp the programmes and processes. The year in bring weaker students at par with their peers. With
review saw several changes in the pattern of partner these changes, the digital proficiency rate rose
funding and project selection. They were aligned exponentially. The representation below shows the
more closely with the CSR vision and the United overall impact of the programme at different project
Nations Sustainable Development Goals (SDGs). Our locations:
primary focus is on two SDG thematic areas: Quality
Education and Zero Hunger.
NEWGEN CSR INITIATIVES

Remedial 14% Proficient
Newgen Digital Discovery Paathshala Camp
Progress 86% Outstanding
CSR Thematic Area - Promotion Of Education
Newgen Digital Discovery Paathshala (NDDP), our
flagship CSR initiative, promotes quality and equitable
digital learning among government school students.
The initiative imparts knowledge using web-based Govt. Girls Sr. Sec.
Name of the School
technology and transforms traditional classroom School, Harkesh Nagar
teachings into fun learning sessions. Under the aegis No. of Years 4
of NDDP, students are taught how to research on the
Total Beneficiaries 1,500+
Internet using iPads and develop creative content.
%age of digital literate
NDDP footprints are spread across three schools in beneficiaries post 85.8%
the Delhi region – Government Girls Senior Secondary remedial camp
12
Empowering Communities Annual Report 2019-20
COMPANY OVERVIEW
5% Outstanding Highlights
Remedial
Camp 81% Proficient In December 2019, the NDDP alumni
Progress programme was initiated with the
STATUTORY REPORTS
14% Others participation of 120 ex-students; to date, three
alumni sessions have been conducted
In October 2019, a CSR Week was organised
to generate awareness about Newgen’s
Govt. Girls Sr. Sec. CSR initiatives. Also, a concrete volunteer
Name of the School
School, Tekhand programme was developed for employees
No. of Years 2 to actively participate in the monthly NDDP
sessions
Total Beneficiaries 1,400+
Newgen showcased the NDDP programme to
%age of digital literate
two international clients
beneficiaries post 66.7 %
remedial camp
Case Studies
42% Outstanding
Post
Assessment 46% Proficient
Analysis
12% Others
Soami Nagar Model

Name of the School
School
No. of Years 3
Total Beneficiaries 150
%age of beneficiaries
88.46%
digitally literate*
*No remedial camp was conducted in Soami Nagar
Varsha, an observant 15-year-old attending
Government Girls School Harkesh Nagar, has been
part of the NDDP programme since 2016, and is now
enrolled as an alumna. She is learning English by
reading e-books and using the Internet to search for
NDDP Alumni Association Initiative the meaning of difficult words. She is determined to
The NDDP alumni association initiative has been use her digital proficiency to score high in the subject.
instituted to strengthen and amplify the impact of the Moreover, Varsha is also promoting digital learning by
NDDP programme. It reconnects the former NDDP helping her younger brother to learn English using the
beneficiaries at the project locations of Harkesh Nagar Internet.
and Tekhand. The initiative actively engages the
alumni with a handholding platform that is flexible, Neha, is in Class IX of Government Girls School
informative, and educationally powerful. Tekhand and is part of the alumni association. She
credits NDDP with helping her become a better
Associating with the ex-students aids the current student through digital literacy. She uses her free
batches of learners in their professional growth and time to perfect her skills in embroidery and learn
personality development. The thematic areas covered more about the craft. NDDP has reduced the financial
include career counselling, government schemes, burden on the family by helping Neha navigate the
information on scholarships, and an advanced level of Internet and find free embroidery lessons.
digital education.
13
Remedial Education Programme Mid-Day Meal Programme

CSR Thematic Area - Promotion Of Education CSR Thematic Area -
A remedial education programme has recently been 1. Promotion of Education
added to our CSR portfolio in partnership with the 2. Eradication of Hunger, Poverty and Malnutrition
NGO KHUSHII (Kinship for Humanitarian, Social and
Newgen supports The Akshaya Patra Foundation for
Holistic Intervention in India). Under this initiative,
providing mid-day meals to school students, aiding
Newgen is working with MCD feeder schools to target
their all-round development. With this initiative, we
students from Classes I to V and prepare them for
ensure that healthy and nutritious meals are served
senior secondary schools. In FY 2019-20, the remedial
to the children. Today, the programme caters to over
education programme was implemented at four
8,689 children in Vrindavan and the remote areas of
project locations:
Jhalawar and Guwahati.
Harkesh Nagar, Delhi 2,600 Students
Tekhand, Delhi 1,400 Students
Sangam Vihar, Delhi 940 Students
Nandambakkam, Chennai 800 Students
Highlights
The beneficiaries under the mid-day meal
Highlights programme increased from 3,600 in
Four new feeder schools were adopted, FY 2018-19 to 8,689 in FY 2018-19
helping 5,740 students in New Delhi and
Chennai for remedial education
The attendance of enrolled students in
remedial sessions increased to 86%; students
learned the basics of computers, its parts,
and functions
Family-Based Care Programme

Newgen collaborated with SOS Children’s Villages of
India in the year 2014 to ensure the holistic development
of the children and their mothers. Under this initiative,
30 children from three family homes were supported at
the SOS Children’s Village, Bhopal, in FY 2019-20. The
partnership concluded in February 2020.
14
Empowering Communities Annual Report 2019-20
Personality Development Programme
COMPANY OVERVIEW
The Newgen personality development programme
engages children from the economically weaker Highlights
background and SOS youth hostels to build their
A plan has been put in place to expand the
self-confidence, develop soft skills, and provide career
programme by integrating it with the NDDP
and personal guidance. The sessions are held on the
alumni initiative
second Saturday of every month by an organisation
called I-AM. In FY 2019-20, Newgen supported 100+
students through these sessions.
STATUTORY REPORTS
Case Studies
Kamini, has been part of the Newgen Sadbhavna

programme since the age of six. She is currently
pursuing B.Com (Hons) from Delhi University and
plans to enrol for a post-graduate management
programme. The Newgen sessions played a vital role
in developing her personality and building herself-
confidence.
Manish Rawat, 19, has been attending Sadbhavna

since the age of nine. The grooming has helped him
pursue higher education. He is currently in a B.B.A
course at the Fairfield Institute of Management and
Technology, GGSIPU. He has improved his personality,
gained confidence, and discovered his hidden abilities
through the sessions.
Connecting the Dots: An Effort to

Complete the Cycle
proficiency. The alumni and personality development
In FY 2019-20, Newgen re-aligned the CSR projects programmes further prepare them for higher
to foster the overall development of children. The education and a bright future ahead. The beneficiaries
remedial programme and NDDP sessions provide will be connected with Newgen throughout their
a strong foundation for education and digital educational trajectory.
Newgen Digital Discovery Paathshala

Promote digital education among
students from Classes VI to VIII
Remedial Education Newgen Alumni

Programme Association Programme
Provide remedial Enrol ex-NDDP
education to students students of Classes
of Classes I to V IX to XII
Personality Development Programme

Intensive personality development of
meritorious alumni
15
Board of Directors
Diwakar Nigam
Chairman and Managing Director
Diwakar co-founded Newgen in 1992. He is also a founding member of
NASSCOM, India’s apex Information Technology industry association. He
was one of the members of NASSCOM’s Anti-Piracy Task Group. Prior to
joining Newgen, he founded Softek and was associated with it for 12 years.
Diwakar has been on our Board since 1st April, 1993, and has more than
35 years of experience in the information technology industry. He is an
alumnus of University of Allahabad, IIT Delhi, and IIT Madras.
T S Varadarajan
Whole-time Director
Varadarajan co-founded Newgen in 1992. He has been on our Board since
its incorporation. Prior to promoting Newgen, he promoted Softek Private
Limited and was associated with it for 13 years. He has more than 35 years
of experience in the field of software designing and development. He
did his Bachelor’s in science from Bangalore University and engineering
(electrical technology) from the Indian Institute of Science, Bengaluru. He
holds a Master’s degree in technology (computer science) from IIT Madras.
Priyadarshini Nigam
Whole-time Director
Priyadarshini has been on our Board since 1997. Previously, she was a
journalist with over 10 years of experience. She has freelanced and published
with South-North News Service and Depthnews Press Foundation Asia. She
holds a Bachelor’s and a Master’s degree in Economics.
Subramaniam Ramnath Iyer

Independent Director
Subramaniam is a qualified chartered accountant, company secretary and
cost accountant, he holds a Bachelor’s degree in Commerce from Shri Ram
College of Commerce, Delhi University. He is the sole proprietor of S.R.
Iyer & Associates, Chartered Accountants. He has more than 36 years of
experience in the field of finance, accounting and corporate law.
16
COMPANY OVERVIEW
Kaushik Dutta
Kaushik has previously served as Partner of Lovelock and Lewes and Price
Waterhouse, Bengaluru. He has served as an expert with the Indian
Institute of Corporate Affairs and Serious Fraud Investigation Office of the
Ministry of Corporate Affairs. He is the founder and co-director of Thought
Arbitrage Research Institute. He has more than 25 years of experience
in the field of finance and accounting and is the author of Handbook of
STATUTORY REPORTS
Independent Directors upholding the moral compass, co-author of Corporate
Governance - myth to reality, India means business - how the elephant
earned its stripes and contributing author of CR Datta and Company Law
(VII edition). He graduated in commerce from St. Xavier’s College,
University of Calcutta. He is a qualified chartered accountant and a fellow
member of ICAI.
Saurabh Srivastava
Saurabh is an alumnus of the Indian Institute of Technology, Kanpur, and
Harvard University, USA. He has also been awarded Padma Shri by the
Government of India. Mr. Saurabh Srivastava has several years of experience
in the field of Information Technology. He is one of India’s leading IT
entrepreneurs, angel investors and venture capitalists. He is a founder
director of Indian Angel Network and a former chairman of NASSCOM.
Padmaja Krishnan
Additional Director (in the category of Independent Director)
Padmaja has more than 40 years of experience as a global business leader
and innovator in the Technology space. She has delivered business growth
agenda, created and led SBUs for companies. She has managed multiple
business portfolios for organisations like TCS, Dell Perot Systems, Genisys
Group, Sopra-Steria & CSC and reputable entrepreneurial ventures. She is
a certified coach at Marshall Goldsmith Stakeholder Centered Coaching,
certified Tick IT Lead Assessor from UK, Certified Corporate Director by
Institute of Directors and has acted as Guest Faculty Member at FMS,
BIMTECH and NIFM. She did her Bachelor’s and Master’s in Science
(Physics) from the University of Delhi and M.Phil. in computer & systems
sciences from JNU, New Delhi.
17
Management Team
S J Raj
Senior Vice President, HR / Operations
Dr. Raj has been with us for over 25 years and is responsible for our human
resources strategy, global operations and programmes aligned to our
human resource strategy. Before joining Newgen, he worked with Eicher
Goodearth, SRF Nippondenso, PCS Data Products and Semiconductor
Complex Limited. He holds a Master’s degree in arts with specialisation
in social work from Jamia Millia Islamia University, New Delhi. He has also
been conferred with the degree of Doctor of Philosophy (Ph.D) from
Chandigarh University.
Virender Jeet
Senior Vice-President, Sales & Marketing / Products
Jeet has been with us for over 26 years and manages the overall strategic
and operational responsibility for our entire portfolio of offerings. He
oversees the key functions of product development, global sales and
marketing, and business enabling functions. He has led us in filing various
patents in India and US. He holds a Bachelor’s degree in engineering from
Savitribai Phule Pune University.
Tarun Nandwani
Senior Vice-President,
Business Management – Existing Customers & Commercials
Tarun has been with us for over 26 years. He is responsible for driving
business from existing customers, Customer Relationship Management,
Commercial activities, Contract Management and New Solution /
Application Development. He holds a Bachelor’s degree in engineering
from Delhi University.
Arun Kumar Gupta

Chief Financial Officer
Arun has been with us since 2010. He oversees financial planning, treasury,
global taxation, investor relations, business finance, and compliances as
well as financial reporting. He has about 25 years of experience in finance.
Previously, he worked with companies like Maersk, Thermax, Satyam. He
holds a Bachelor’s degree in science from the University of Calcutta. He
is a qualified chartered accountant, cost and works accountant and a
company secretary.
18
Corporate Information
COMPANY OVERVIEW
Directors Bankers
Mr. Diwakar Nigam Standard Chartered Bank

Chairman & Managing Director Citi Bank
Mr. T.S. Varadarajan
STATUTORY REPORTS
Whole-time Director
Statutory Auditors
Ms. Priyadarshini Nigam B S R & Associates LLP
Whole-time Director
Chartered Accountants, Gurugram,
(Firm Registration No.: 116231W-100024)
Mr. Kaushik Dutta
Non-executive Independent Director
Mr. Saurabh Srivastava Secretarial Auditors
Non-executive Independent Director
Aijaz & Associates
Mr. Subramaniam Ramnath Iyer Practicing Company Secretaries, Delhi

Non-executive Independent Director (C.P. No. 7040)
Ms. Padmaja Krishnan

Additional Director (in the category of Internal Auditors
Independent Director)
Grant Thornton India LLP
Key Managerial Personnel Noida
Mr. Virender Jeet

Senior Vice President Registered Office &
(Sales & Marketing / Products) Corporate Office
Dr. S.J. Raj A-6, Satsang Vihar Marg,

Senior Vice President Qutab Institutional Area, New Delhi – 110067
(HR / Operations)
Mr. Tarun Nandwani

Senior Vice-President,
Business Management – Existing Customers &
Commercials
Mr. Arun Kumar Gupta

Chief Financial Officer
Mr. Aman Mourya

Company Secretary & Compliance Officer
19
Statutory Report
Directors’ Report 21
Report on Corporate Governance 59
Management Discussion and Analysis 84
Board’s Report Annual Report 2019-20
Board’s Report
COMPANY OVERVIEW
Dear Members,
Your Directors are pleased to present the 28th Annual Report on Business and Operations of Newgen Software
Technologies Limited (“the Company” or “Newgen”) along with the audited standalone and consolidated financial
statements for the financial year ended 31st March 2020.
1. COMPANY’S AFFAIRS AND OVERVIEW:
STATUTORY REPORTS
Newgen Software Technologies Limited is a software products Company offering Enterprise Content
Management (ECM), Business Process Management (BPM) and Customer Communication Management
(CCM) platform that enables organisations to rapidly develop powerful applications addressing their strategic
business needs. The Company provides low-code and flexible platform that helps in rapidly building powerful
applications for organisations to resolve complex business problems and reinvent their workplaces. For more
details, kindly refer the Management Discussion and Analysis Report as annexed with this Report.
2. KEY HIGHLIGHTS OF THE FINANCIAL RESULTS:

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards
(Ind-AS) for the financial year ended 31st March 2020 are as under. Wherever applicable, the consolidated
financial statement is also being presented in addition to the standalone financial statement of the Company.
(` in Lakhs)
Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from Operations 57,740.12 55,204.05 66,075.62 62,064.15
Other Income 2,084.60 2,022.86 2,096.28 2,037.87
Total Income 59,824.72 57,226.91 68,171.90 64,102.12
Operating Expenditure 48,388.86 43,293.73 55,615.42 49,292.07
Profit/ loss before Depreciation, Finance Costs, 11,435.86 13,933.18 12,556.48 14,810.05
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment 1,807.80 580.17 1,991.10 597.99
Less: Finance Costs 1,069.70 841.12 1,091.21 853.87
Profit /loss before Exceptional items and Tax Expense 8,558.36 12,511.89 9,474.17 13,358.19
Add/(less): Exceptional items - - - -
Profit /loss before Tax Expense 8,558.36 12,511.89 9,474.17 13,358.19
Less: Provision for Current Tax 2,419.17 2,792.09 2,651.04 2,993.99
Less: Provision for Deferred Tax (credit)/charge 452.04 135.85 -450.33 143.31
Profit after Tax (A) 6,591.23 9,583.08 7,273.46 10,220.89
Total Comprehensive Income/Loss (B) 65.47 -56.54 241.70 27.85
Total (A+B) 6,525.76 9,526.54 7,515.16 10,248.74
Balance of profit /loss for earlier years 29,414.27 21,500.53 30,607.26 22,055.71
Less: Dividend paid on Equity Shares during the year for 2,087.57 1,384.71 2,087.57 1,384.71
the previous financial year
Less: Dividend Distribution Tax paid during the year for 429.11 284.63 429.11 284.63
the previous financial year
Profit available for Appropriation 33,488.82 29,414.27 35,364.04 30,607.26
Balance carried to Balance Sheet 33,488.82 29,414.27 35,364.04 30,607.26
On a consolidated basis, the Company’s revenue from operations stood at ` 66,075.62 Lakhs reflecting an increase
of 6% in FY2020 as against ` 62,064.15 Lakhs in FY2019. The Company has seasonality in its business with the
last quarter of the year being the heaviest in terms of business. During the year, the Company’s business was
impacted by various factors including economic sluggishness and banking sector consolidation in the Indian
market as well as deferral of contract closures in the last quarter due to the impact of COVID19. For more details,
kindly refer the Management Discussion and Analysis Report highlighting the important aspects of the business
of the Company as annexed with this Report.
21
3. INDUSTRY OVERVIEW: value of ` 10 each (@ 30%), payable to members

According to the Ovum Report, the Company’s whose name appear in the Register of Members as
core addressable market (i.e. global ECM, BPM on the Book Closure/Record Date.
and CCM markets) were estimated at USD
14,935 million, USD 6,100 million and USD 1,460 The total outgo for such dividend will amount
million, respectively in 2017. The global PaaS to ` 1,399.11 Lakhs, no dividend distribution tax
market is estimated at USD 17.61 billion in 2017 is required to be paid by the Company on this
and forecasted at USD 46.66 billion in 2021. The proposed dividend, as against ` 2,516.78 Lakhs
Indian PaaS market is expected to grow from USD including dividend distribution tax of ` 429.20
379 million in 2017 to USD 1.46 billion by the end Lakhs in the previous year.
of 2021. For more details on Industry overview,
important changes in the industry, kindly refer the 6. SUBSIDIARY COMPANIES:
Management Discussion and Analysis Report as As on the date of this report, the Company has
annexed with this Report. six wholly-owned subsidiaries (WOS). There
are no associate companies or joint venture
Business Continuity during Covid-19 companies within the meaning of Section 2(6) of
pandemic. the Companies Act, 2013 (“Act”). There has been
The outbreak of Coronavirus (COVID -19) pandemic no material change in the nature of the business of
globally is causing significant disturbance and the subsidiaries. Following are the wholly-owned
slowdown of economic activity. Newgen has a subsidiaries:
resilient business model in place with large annuity 1. Newgen Software Inc. USA. [a material
revenue streams i.e. recurring business from existing subsidiary as per SEBI (Listing Obligations
customers as well as diversification across verticals, and Disclosure Requirements) Regulations,
clients and geographies. We have a net debt free 2015] (“SEBI Listing Regulations”)
balance sheet and the focus is on preserving cash
flows and cost optimization measures including 2.
Newgen Software Technologies Pte. Ltd.
availment of various government relief schemes. (Singapore)
Newgen is ensuring seamless customer services 3. Newgen Software Technologies Canada Ltd.
by leveraging digital connectivity to successfully
execute each stage of project deployments (from 4. Newgen Software Technologies (UK) Ltd.
requirements gathering, to project planning, to 5.
Newgen Software Technologies Pty Ltd.
implementation and production support) as well (Australia)
as sales and marketing efforts. For more details
on business environment and economic outlook, 6.
Newgen Computers Technologies Limited.
kindly refer the Management Discussion and (Incorporated in India)
Analysis Report as annexed with this Report.
The statement containing salient features of the
Induction of strategic and financial financial statement of subsidiaries is enclosed
partners. herewith in form AOC-1 as “Annexure -1” to this
No induction of strategic and financial partners Report.
has been done during the financial year 2019-20.
Financial statements of the aforesaid subsidiary
Change in the nature of the Business of companies are kept open for inspection by the
the Company. Members at the Registered Office of the Company
There is no change of nature of business of the during business hours on all days except Saturday
Company during the financial year 2019-20. & Sunday up to the date of the AGM as required
under Section 136 of the Act. Any Member desirous
4. TRANSFER TO RESERVES: of obtaining a copy of the said financial statements
Your Directors has decided not to transfer any may write to the Company at its Registered Office
amount to the reserves during the financial year or to the Compliance Officer of the Company. The
2019-20. financial statements of the subsidiaries including
the consolidated financial statements and all other
5. DIVIDEND: documents required to be attached to this Report
Considering the Company’s financial performance, have also been uploaded on the website of the
your Directors are pleased to recommend a Company at https://newgensoft.com.
dividend of ` 2/- per equity share of the the face
value of ` 10 each (@ 20%) for the financial year
To comply with the provisions of Regulation
ended 31st March 2020 (dividend declared in 16(c) of the SEBI Listing Regulations, Board of
previous year was ` 3 per equity share of the face Directors of the Company have adopted a Policy
22
for determining Material Subsidiary. The policy In addition to that ` 7,610.67 Lakhs was invested
COMPANY OVERVIEW
on Material Subsidiary has been uploaded on the in mutual funds & bonds and ` 6,516.11 Lakhs in
website of the Company https://newgensoft.com. non-current fixed deposits.
7. CAPITAL STRUCTURE: 10.

INVESTOR EDUCATION AND
During the financial year 2019-20, the Authorised PROTECTION FUND (IEPF):
Share Capital of the Company remains unchanged. The Details of unpaid and unclaimed amounts
lying with the Company is uploaded on
During the financial year 2019-20, the Company company’s website https://newgensoft.com/
has issued and allotted 3,70,000 (Three Lakh and IEPF Authority website http://www.iepf.gov.
Seventy Thousand) Equity shares of ` 10/- each, in/.
STATUTORY REPORTS
fully paid up, to Newgen ESOP Trust under
Newgen ESOP Scheme 2014 at price of ` 63/- per Pursuant to the provisions of Section 124 of
share. The fresh shares allotted as aforesaid have the Act, those dividend amounts which have
been duly listed on both the Stock Exchanges (i.e. remained unpaid or unclaimed for a period
BSE & NSE). of seven consecutive years are required to
be transferred to the Investor Education and
The issued, subscribed and paid up equity share Protection Fund (‘IEPF’) established pursuant to
capital of the Company, as on 31st March 2020 Section 125 of the Act. As on 31st March 2020, no
is ` 69,95,57,010 divided into 6,99,55,701 Equity such unpaid or unclaimed dividend amount are
shares of ` 10/- each. available for transfer to IEPF. The contact details
of the Nodal Officer, Mr. Aman Mourya, Company
The equity shares of the Company are listed on Secretary of the Company, as required under
Bombay Stock Exchange (BSE) and National the provisions of IEPF rules, are available on the
Stock Exchange of India (NSE). website of the Company https://newgensoft.
com/.
8. EMPLOYEE STOCK OPTION PLAN:
As on 31st March 2020, the Company has in place 11. MANAGEMENT:
Newgen Employees Stock Options Scheme-2014 Directors.
(Newgen ESOP 2014). The Scheme is operated
Pursuant to the approval of the members
through demat mode only. Newgen ESOP 2014 is in their annual general meeting, Mr. Diwakar
administered by the Nomination & Remuneration Nigam, Chairman & Managing Director,
Committee of the Board, through Newgen ESOP Mr. T.S. Varadarajan, Whole-Time Director and
Trust. The details on Options granted, exercised Ms. Priyadarshini Nigam, Whole-Time Director
and lapsed during the financial year 2019-20 and have been re-appointed for a period of Five Years
other particulars as required under the Act, read with effect from 1st June 2019 to 31st May 2024.
with its rules and SEBI (Share Based Employee
Benefits) Regulations, 2014 with regard to As per the provisions of the Act, Ms. Priyadarshini
Employees’ Stock Options are enclosed herewith Nigam (DIN: 00267100), who has been longest
as “Annexure - 2” to this Report. in the office, retires by rotation at the ensuing
Annual General Meeting and being eligible, seeks
9. CREDIT RATING AND LIQUIDITY: re-appointment. The Board recommends her

As the Company has not issued any debt re-appointment for the approval of the members
instruments or accepted any fixed deposits, in the ensuing Annual General Meeting.
the Company was not required to obtain credit
ratings in respect of the same. The credit rating Pursuant to the approval of the members, by
from CRISIL Limited during the financial year way of special resolution obtained through
2019-20 for bank facilities is CRISIL A2+ for the postal ballot held on 26th June 2019, Mr. Kaushik
short term. There has been no revision in the said Dutta was re-appointed as Non-Executive
rating. Independent Director of the Company for a
second term of five years commencing from
Our principal sources of liquidity are cash and 9th July 2019. His appointment was based
cash equivalents and the cash flow that we on his performance evaluation, background,
generate from our operations. The Company experience, contributions made by him during
follows a conservative investment policy and his tenure, and as per the recommendation of
invest in high quality debt instruments and bonds. Nomination & Remuneration Committee.
As on 31st March 2020, on standalone basis, cash
and cash equivalents were ` 5,758.70 Lakhs and Ms. Padmaja Krishnan (DIN: 03155610) was
on Consolidated basis were ` 10,011.04 Lakhs appointed as an Additional Director in the
23
category of Non-Executive Independent Director of Directors and Senior Management Personnel. The
by the Board of Directors in its Meeting held on Policy is available on the website of the Company at:
24th March 2020. With the recommendation of https://newgensoft.com and is enclosed herewith
the Nomination & Remuneration Committee, her as “Annexure – 3” to this Report.
appointment was based on her strong industry
expertise spanning over forty years as a global Board Annual Evaluation.
business leader and innovator in the Technology
The details of training and familiarisation
industry with exposure to Global and Indian clients. programmes and annual board evaluation process
for directors are set out in the Corporate Governance
In the opinion of the Board of Directors, all the
Report which forms the part of this Report.
Independent Directors including those who have
been appointed/ re-appointed during the financial
Remuneration of Directors, Key Managerial
year 2019-20, possess relevant integrity, skills,
Personnel and Particulars of Employees:
expertise & experience.

The details required pursuant to sub-section

Pursuant to the provisions of the Act and 12 of Section 197 of the Act read with Rule 5 of
related rules, all the Independent Directors have the Companies (Appointment and Remuneration
enrolled themselves in the Independent Directors of Managerial Personnel) Rules, 2014 and SEBI
Databank of Indian Institute of Corporate Affairs, Listing Regulations in respect of employees of the
(IICA). The details regarding their enrolment Company, is enclosed herewith as “Annexure - 4”
and online proficiency self-assessment test as to this Report.
required to be taken by all of them is set out in
the Corporate Governance Report which forms Key Managerial Personnel (“KMP”).
the part of this Report. As on 31st March 2020, list of Key Managerial
Personnel (“KMP”) of the Company are as below:
Declaration of Independence by
Independent Directors. 1. Mr. Diwakar Nigam – Chairman & Managing
Independent Directors of the Company have Director
submitted required declarations that they fulfil 2. Mr. T.S. Varadarajan – Whole-time Director
the requirements as stipulated in sub-section (6)
of Section 149 of the Act and Regulation 16(1) 3. Ms. Priyadarshini Nigam - Whole-time Director
(b) of SEBI Listing Regulations. The Independent 4. Mr. Virender Jeet - Sr. Vice President (Sales
Directors have complied with the Code for and Marketing/Product)
Independent Directors prescribed in Schedule IV
to the Act. Pursuant to Clause VII (1) of Schedule 5. Mr. Surender Jeet Raj - Sr. Vice President (HR/
IV of the Act, the Independent Directors had Operations)
a separate meeting on 14th May 2019 during the 6. Mr. Tarun Nandwani – Sr. Vice President
financial year 2019-20. (Business Management)
Board and Committee Meetings. 7. Mr. Arun Kumar Gupta – Chief Financial Officer
The number and dates of meetings of the Board
8. Mr. Aman Mourya - Company Secretary
and Committees of Board of your Company are
set out in the Corporate Governance Report which
12. DIRECTORS’ RESPONSIBILITY STATEMENT:
forms the part of this Report. The intervening gap
In terms of Section 134 (5) of the Act, the Directors
between Board Meetings was within the period
would like to state that:
prescribed under the provisions of Section 173 of
the Act and SEBI Listing Regulations.
I. In the preparation of the annual accounts,
The Composition of Committees constituted by the applicable accounting standards had
the Board under the provisions of the Act, and been followed along with proper explanation
SEBI Listing Regulations and number and dates relating to material departures.
of meetings of such committees of your Company
are set out in the Corporate Governance Report II. The Directors had selected such accounting
which forms the part of this Report. policies and applied them consistently and
made judgments and estimates that were
Directors’ Appointment & Remuneration reasonable and prudent so as to give a true
Policy. and fair view of the state of affairs of the

The Board, on the recommendation of the Company at the end of the financial year and
Nomination & Remuneration Committee, framed a of the profit or loss of the Company for the
policy for selection, appointment and remuneration year under review.
24
III. The Directors had taken proper and sufficient steady and with full conviction starting from 1997.
COMPANY OVERVIEW
care for the maintenance of adequate The same is evident from the implementation of
accounting records in accordance with the industry standards namely ISO 9001:2015, ISO
provisions of this Act for safeguarding the 27001:2013 and Process Improvement Models
assets of the Company and for preventing namely CMMi Dev v1.3 and CMMi Svc v1.3, ISO
and detecting fraud and other irregularities. 27017:2015 and ISO 27018:2019. Emphasis has
been on System driven transparent process, which
IV. The Directors had prepared the annual delivers exceptional Quality first time right with
accounts on a going concern basis. the required level of Security.
V. The Directors had laid down internal financial

The Company has focused on continuous
STATUTORY REPORTS
controls to be followed by the Company improvements in Customer engagements as well
and that such internal financial controls are as internal operations leveraging best-in-class
adequate and were operating effectively. methodologies and information security practices.
Cross-functional Teams monitor and optimize the
VI. The Directors had devised proper system to processes & policies to meet the ever-growing
ensure compliance with the provisions of all demands of Newgen’s engagements.
applicable laws and that such system were
adequate and operating effectively.
The Company’s commitment towards customer
satisfaction and resilient systems/services has
Based on the framework of internal financial resulted in the adaptation of other industry standards/
controls and compliance systems established and acts namely PCI-DSS, HIPAA, ISAE3402/SOC-1
maintained by the Company, the work performed Type-2 and SOC-2+HITRUST Type-2 attestation.
by the internal, statutory and secretarial auditors These standards provide assurance to the customers
and external consultants, including the audit of on the design and operating effectiveness of the
internal financial controls over financial reporting security controls. The Company also drives the
by the statutory auditors and the reviews process and product improvements based on Voice
performed by management and the relevant of Customer, i.e. Customer Satisfaction Surveys
board committees, including the audit committee, (CSS). These surveys are conducted at the specific
the Board is of the opinion that the Company’s project milestone as well as at the organizational
internal financial controls were adequate and level on an annual basis by a third party to get
effective during the financial year 2019-20. independent feedback from its customer.
13. INTERNAL CONTROL SYSTEMS AND 15. AUDIT REPORTS AND AUDITORS:
THEIR ADEQUACY: a. Secretarial Auditors and its Report.
Your Company has in place adequate and effective The Board of Directors of your Company re-
internal financial controls. The Company has appointed M/s Aijaz & Associates, Company
aligned its current systems of internal financial Secretaries in Practice, as Secretarial Auditors
control with the requirement of the Act. The of the Company to conduct Secretarial Audit
explanation of the term ‘Internal Financial Control’ for the financial year 2019-20. The Secretarial
has been provided only in the context of Section Audit Report for the financial year ended
134(5)(e). It includes policies and procedures 31st March 2020, is enclosed herewith as
adopted by the Company for ensuring the orderly “Annexure-5” to this Report. The Secretarial
and efficient conduct of its business, thereby Audit Report for the financial year 2019-20
covering not only the controls pertaining to does not contain any qualification, reservation
financial statements but also include strategic and or adverse remarks.
operational controls pervasive across the entire
business. For more description, kindly refer the b. Statutory Auditors and its Report.
Management Discussion and Analysis Report as The tenure of the Statutory Auditors of
annexed with this Report. the Company M/s. B S R & Associates
LLP, Chartered Accountants, having Firm
14. QUALITY SYSTEMS & INFORMATION Registration number 116231W/W-100024 is
SECURITY INITIATIVE: upto five years with effect from conclusion
Newgen has sustained its commitment to the of 24th Annual General Meeting held on 22nd
highest levels of quality, robust information security August 2016 till the conclusion of 29th Annual
management practices that have collectively General Meeting. The Statutory Auditors’
helped in achieving a significant milestone during Report for the financial year 2019-20 does
the financial year 2019-20. Newgen’s Quality and not contain any qualification, reservation or
Information Security system journey has been a adverse remarks.
25
c. Cost Auditors. enclosed herewith as “Annexure-7” to this Report in

In terms of Section 148 of the Act and the the format prescribed in the Companies (Corporate
Companies (Cost Records and Audit) Rules, Social Responsibility Policy) Rules, 2014. Other
2014, Cost Audit is not applicable on the details regarding Company’s CSR activities and
Company for the financial year ended 31st CSR Policy are available on the website of the
March 2020. Company at: https://newgensoft.com.
16. REPORTING OF FRAUDS BY AUDITORS: 21. CONSERVATION OF ENERGY, TECHNOLOGY

During the financial year 2019-20, neither the ABSORPTION AND FOREIGN EXCHANGE
statutory auditors nor the secretarial auditors EARNINGS AND OUTGO:
has reported to the audit committee under sub- The particulars as prescribed under Section 134
section (12) of Section 143 of the Act, any instances of the Act, read with the Companies (Accounts)
of fraud committed against the Company by its Rules, 2014 are as follows:
officers or employees.
a. Details of Conservation of energy.
17. DEPOSITS: The operations of your Company do not
During the financial year 2019-20, the Company consume high levels of energy. Nevertheless,
has not accepted any fixed deposit within the adequate measures have been taken to
meaning of Section 73 of the Act and the rules conserve energy by using energy-efficient
made thereunder. computers and related equipment’s with
the latest technologies. Your Company is on
18. PARTICULARS OF LOANS, GUARANTEES a constant look out for newer and efficient
OR INVESTMENTS UNDER SECTION 186 energy conservation technologies and
OF THE ACT: introduces them appropriately. As the cost

The particulars of loans, guarantees and of energy consumed by your Company forms
investments, if any, as per Section 186 of the Act by a very small portion of the total costs, the
the Company, have been disclosed in the financial impact of changes in energy cost on total
statements. costs is not significant.
19.
PARTICULARS OF CONTRACTS OR b. Technology Absorption, Adaptation
ARRANGEMENTS WITH RELATED PARTIES: and Innovation.
There were no contracts or arrangements, or Your Company realises the importance of
transactions entered with related parties during innovation and constant improvement in
the financial year 2019-20, which were not at key areas of business. We are focused on
arm’s length basis. There are no material related driving innovation and adopting solutions
party transactions made by the Company with in line with rapidly evolving technological
Promoters, Directors, Key Managerial Personnel trends. Our inherent culture of innovation
or others which may have a potential conflict has enabled us to develop a track record of
with the interest of the Company at large. None product innovation, expand the range of our
of the Directors and KMPs has any material offerings and improve the delivery of our
pecuniary relationships or transactions vis-a-vis products and services. We have a dedicated
the Company except remuneration as per terms team of skilled individuals with technical
of their respective appointments. A statement background and domain expertise in each of
giving details of all related party transactions is our industry verticals with a focus on evolving
placed before the Audit Committee and the Board technologies. These teams follow a structured
of Directors on a quarterly basis. The disclosure innovation and solutions development
of related party transactions, as required under process and work with delivery functions to
Section 134(3)(h) of the Act in Form AOC-2 is identify the key concerns of our customers
enclosed herewith as “Annexure-6” to this Report. and generate solutions, ideas and concepts to
address such concerns.
The policy on Related Party Transactions as approved
by the Board of Directors is uploaded on the website c. Research and Development.
of the Company https://newgensoft.com. The Company has made and will continue
to make, significant investments in software
20. CSR INITIATIVE: product research and development and

The brief outline of the Corporate Social related product opportunities. For fiscals
Responsibility (CSR) Policy of the Company and 2019, 2018 and 2017, the Company spent
the initiatives undertaken by the Company on 9.23%, 8.67% and 8.55% (as a proportion
CSR activities during the financial year 2019-20, is of our total expenditure) respectively on
26
research and development. For fiscal 2020 24. DETAILS OF SIGNIFICANT AND MATERIAL
COMPANY OVERVIEW
under review the Company had spent 10.74% ORDERS PASSED BY THE REGULATORS
(as a proportion of the total expenditure) on OR COURTS OR TRIBUNALS IMPACTING
research and development. We believe that THE GOING CONCERN STATUS AND
the industry, in which we compete, witnesses COMPANY’S OPERATIONS IN FUTURE:
rapid technological advances in software Nil
development due to constantly evolving
customer preferences and requirements. The 25. WEB ADDRESS FOR ANNUAL RETURN:
Company believe that emphasis on R&D has In line with the requirement of the Companies
enabled us to remain up-to-date with the (Amendment) Act, 2017, effective from 31st July
technological developments, as well as to 2018, the extract of annual return, is no longer
STATUTORY REPORTS
cater to the evolving needs of our customers. required to be part of the Board’s Report. However,
for the compliance of conditions of Section 92
d. Foreign Exchange Earnings and Outgo. and Section 134 of the Act, copy of the Annual
Return for the financial year ended 31st March
(` in Lakhs)
2020 shall be placed on the Company’s website at:
Particulars 31st March 31st March https://newgensoft.com.
2020 2019
Foreign Exchange 38,253.97 35,190.52 26. BUSINESS RESPONSIBILITY REPORT:
Earnings
At a time and age when enterprises are
Foreign Exchange 9,477.30 8,253.02 increasingly seen as critical components of the
Outgo social system, they are accountable not merely
to their members from a revenue and profitability
22. RISK MANAGEMENT: perspective but also to the larger society which is
The Company has laid down a Risk Management also its stakeholder. Business responsibility report
Policy, defining Risk profiles involving Strategic, describing the initiatives taken by the Company
Technological, Operational, Financial, Organizational, from an environmental, social and governance
Legal and Regulatory risks within a well-defined perspective, in the format as specified by SEBI is
framework. The Risk Management Policy acts as enclosed herewith as “Annexure - 8” to this Report.
an enabler of growth for the Company by helping
its businesses to identify the inherent risks, assess, 27. CORPORATE GOVERNANCE:
evaluate and monitor these risks continuously The report on Corporate Governance as stipulated
and undertake effective steps to manage these under the SEBI Listing Regulations forms an
risks. More details on Risk Management including integral part of this Report and the same is enclosed
identification of risk and their mitigation are covered herewith as “Annexure – 9” to this Report. The
in Management Discussion and Analysis Report, requisite compliance certificate from Secretarial
which forms the part of this report. Auditor confirming compliance of conditions of
Corporate Governance is also attached with the
23.
WHISTLE BLOWER POLICY/ VIGIL Corporate Governance Report.
MECHANISM FOR DIRECTORS AND
EMPLOYEES: 28. MANAGEMENT DISCUSSION AND
The Company has adopted a Whistle Blower Policy ANALYSIS:
and Vigil Mechanism that provides a mechanism The Management Discussion and Analysis Report,
to report violations, any unethical behaviour, highlighting the important aspects of the business
suspected or actual fraud, violation of the Code of of the Company is enclosed herewith as “Annexure
Conduct, providing adequate safeguards against 10” to this Report.
victimisation etc. During the financial year 2019-
20, no case was reported under Whistle Blower 29. OTHER DISCLOSURES:
Policy of the Company. Utilisation of IPO Proceeds.
With the recommendation of the Audit Committee,
The Company hereby affirms that it has not denied the Board of Directors of the Company, had
access to any person to the Audit Committee and obtained the approval of the members of the
that it has mechanism to provide protection to the Company through Postal Ballot on 26th June 2019,
Whistle Blower as per the Whistle Blower Policy of for variation in the objects of the public issue as
the Company. stated in the prospectus dated 19th January 2018,
for the utilization of the unutilized proceeds of the
Whistle Blower Policy/ Vigil Mechanism is available IPO. Following were the variations in the object
on the website of the Company at: https:// clause of the Prospectus on which members have
newgensoft.com. provided their approval:
27
1. to utilize the Unutilized Proceeds (` 128.10 million) towards general corporate purposes, as set forth in
the Prospectus.
2. revised schedule of Implementation and Deployment of Funds, as below:
(` in Millions)
S. Particulars Amount Estimated Estimated Estimated
No. utilisation in utilisation in utilisation in
fiscal 2018 fiscal 2019 fiscal 2020
1. Purchase and furnishing of office 715.34 - 514.50 200.84
premises near Noida-Greater Noida
Expressway, Uttar Pradesh
2. General corporate purposes 130.54 - 2.44 128.10
Total 845.88 - 516.94 328.94
As at 31st March 2020, the net proceeds of the Workplace (Prevention, Prohibition and Redressal)
public issue are fully utilized towards the object of Act, 2013 is set out in the Corporate Governance
the public issue, as per approval of the members Report which forms the part of this report
of the Company.
31. COMPLIANCE WITH SECRETARIAL
Key initiatives with respect to stakeholder STANDARDS:
relationship, customer relationship, environment,
The Company complies with all applicable
sustainability, health and safety. mandatory secretarial standards issued by the
With respect to Stakeholder relationship, your Institute of Company Secretaries of India.
Company has in place proper mechanism to redress
various aspect of interest of security holders 32. CAUTIONARY STATEMENTS:
including but not limited to Complaints in respect
Statements in the Board’s Report and the
of transfer of shares, non-receipt of declared Management Discussion & Analysis Report
dividends, annual reports, etc. of the Company. describing the Company’s objectives, expectations
or forecasts may be forward looking within the
The key initiatives with respect to customer meaning of applicable laws and regulations. Actual
relationship, environment, sustainability, health results may differ materially from those expressed
in the statements.
and safety is set out in the Business Responsibility
Report which forms the part of this report.
33. APPRECIATION:
We take this opportunity to thank all the
30. DISCLOSURE PRETAINING TO THE NUMBER
shareholders of the Company for their continued
OF COMPLAINTS RELATING TO CHILD
support. We thank our customers, vendors,
LABOUR, FORCED LABOUR, INVOLUNTARY
investors, bankers and other stakeholders for
LABOUR, SEXUAL HARASSMENT OF
their confidence and continued support during
WOMEN AT WORKPLACE (PREVENTION,
the financial year 2019-20. We place on record
PROHIBITION AND REDRESSAL) ACT,
our appreciation of the contribution made by our
2013 IN THE LAST FINANCIAL YEAR employees at all levels, which has continued to be
AND PENDING, AS ON THE END OF THE our major strength.
FINANCIAL YEAR:
During the financial year 2019-20, no case/ Your Directors also express their gratitude to
complaint was reported under Child labour/ forced the Government of India and other concerned
labour/ involuntary labour and Discriminatory departments and agencies for their co-operation
employment related matters. and look forward for their continued support in
future.
Your Company has complied with the provisions
relating to the Constitution of Internal Complaints For and on behalf of Board of Directors
Committee and Annual Report to be submitted to
the respective district officers under the Sexual Sd/-
Harassment of Women at Workplace (Prevention, Diwakar Nigam
Prohibition and Redressal) Act, 2013. The details Date: 26th May 2020 Chairman & Managing Director
related with the Sexual Harassment of Women at Place: New Delhi DIN: 00263222
28
Annexure 1
COMPANY OVERVIEW
Form AOC-I
(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 statement of
subsidiaries/ associate companies/ joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in `)
STATUTORY REPORTS
1 S. No. 1 2 3 4 5 6
Name of the Newgen Newgen Newgen Newgen Newgen Newgen
subsidiary Computers Software Software Inc. Software Software Software
Technologies Technologies USA Technologies Technologies Technologies
Ltd. (UK) Ltd. Canada Ltd. Pte Ltd. Pty Ltd.
Reporting period – – – – – –
for the subsidiary
concerned, if
different from
the holding
company’s
reporting period.
Reporting INR GBP @ 93.08 USD @ 75.39 CAD @ 53.39 SGD @ 53.01 AUD @46.28
currency and
Exchange rate
as on the last
date of the
relevant Financial
year in the
case of foreign
subsidiaries.
Share capital 21,00,000.00 1,86,16,000.00 9,04,68,000.00 53,39,000.00 1,32,52,500.00 4,62,80,000.00
Reserves & 47,83,091.48 54,73,181.75 11,30,05,798.38 1,41,44,719.48 4,44,24,651.04 13,55,257.87
surplus
Total assets 71,04,406.16 6,75,28,429.00 91,12,37,171.38 6,63,45,129.40 24,72,06,542.76 5,13,03,490.20
Total Liabilities 2,21,314.67 4,34,39,247.24 70,77,63,373.76 4,68,61,417.41 18,95,29,389.07 36,68,232.33
Investments - - - - - -
Turnover - 11,13,40,855.12 1,80,74,94,441.06 11,13,14,575.54 31,11,02,998.01 3,86,38,413.85
Profit before 7,11,747.00 34,40,923.89 7,70,78,459.62 61,44,854.66 2,26,96,431.02 19,37,957.13
taxation
Provision for 81,283.50 6,97,936.77 1,88,74,332.26 16,27,158.51 27,27,033.30 5,82,699.26
taxation
Profit after 6,30,463.49 27,42,987.12 5,82,04,127.36 45,17,696.14 1,99,69,397.72 13,55,257.87
taxation
Proposed - - - - - -
Dividend
% of shareholding - - - - - -
2 Names of subsidiaries which are yet to commence operations.

None
3 Names of subsidiaries which have been liquidated or sold during the year.
None
29
Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to
Associate Companies and Joint Ventures
Name of Associates/Joint Ventures NOT APPLICABLE

1. Latest audited Balance Sheet Date NOT APPLICABLE
2. Shares of Associate/Joint Ventures held by the company on the year end NOT APPLICABLE
3. Description of how there is significant influence NOT APPLICABLE
4. Reason why the associate/joint venture is not consolidated NOT APPLICABLE
5. Networth attributable to Shareholding as per latest audited Balance Sheet NOT APPLICABLE
6. Profit / Loss for the year
i. Considered in Consolidation NOT APPLICABLE
ii. Not Considered in Consolidation NOT APPLICABLE
1. Names of associates or joint ventures which are yet to commence operations NOT APPLICABLE
2. Names of associates or joint ventures which have been liquidated or sold during NOT APPLICABLE
the year.
For Newgen Software Technologies Limited
Sd/- Sd/-
T.S. Vardarajan Diwakar Nigam
Whole-Time Director Chairman & Managing Director
DIN: 00263115 DIN: 00263222
Sd/- Sd/-
Arun Kumar Gupta Aman Mourya
Date.: 26th May 2020 Chief Financial Officer Company Secretary
Place: New Delhi Membership No: 056859 FCS: 9975
30
Annexure 2
COMPANY OVERVIEW
Information Regarding Employees Stock Option Scheme (ESOS) Pursuant To Rule 12(9) of Companies
(Share Capital And Debentures) Rules, 2014 and Regulation 14 of SEBI (Share Based Employee Benefits)
Regulations, 2014.
1) Details related to the Scheme:

As on 31st March 2020, the Company has in place the Newgen Employees Stock Option Scheme – 2014
(“NEWGEN ESOP 2014”). All the relevant details as prescribed under above Rule and Regulation are provided
below and the same is also available on the website of the Company at https://newgensoft.com.
STATUTORY REPORTS
A. Relevant disclosures in terms of the ‘Guidance note on accounting for employee share-
based payments’ issued by ICAI or any other relevant accounting standards as prescribed
from time to time:
Please refer Note 35– Share Based Payment of Notes to the Standalone Financial Statements forming
part of the Annual Report.
B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations
in accordance with ‘Indian Accounting Standard (Ind AS) - 33 - Earnings Per Share’ or any
other relevant accounting standards as prescribed from time to time:
Fully diluted EPS pursuant to issue of Equity Shares on exercise of stock options Basic: 10.56
calculated in accordance with Ind AS - 33 ‘Earning Per Share’ (Consolidated) Diluted: 10.51
C. Other Details relating to Newgen ESOP 2014:

S. Particulars Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
No. 2020 2019 2018 2017 2016 2015
i. a) Date of member’s approval As on 31st March 2020, the Company has in place Newgen ESOP 2014
as approved by the members on 13th November 2014, which was
further amended and modified on 28th July 2017 by the members of
the Company, to be compliant with the SEBI (Share Based Employee
Benefits) Regulations, 2014 during IPO procedure. Post initial public
offer of the Company, the members ratified the Newgen ESOP 2014
on 9th August 2018, as required under SEBI (Share Based Employee
Benefits) Regulations, 2014.
b) Total number of options The maximum number of 37,83,800 shares can be issued under
approved NEWGEN ESOP 2014.
c) Total number of options NIL NIL 5,62,550 NIL NIL 36,53,525
granted
d) Vesting requirements Set forth below is the vesting schedule, subject to there being a gap
of at least one year between the date of grant of options and the
vesting of such options.
Number of options vested Vesting schedule
10% of the options granted One year from the date of grant
20% of the options granted Two years from the date of grant
30% of the options granted Three years from the date of grant
40% of the options granted Four years from the date of grant
e) Exercise price or pricing ` 63/-

formula
f) Maximum term of options Once the options have vested, such options have to be exercised
granted within a period of five years from the date on which the last of the
options vest. Vesting period shall be as stated in above point (d).
g) Source of shares (primary, Company uses Trust Route for implementing this Scheme. Source
secondary or combination) of Share to the Trust as on 31st March 2020 is Primary. For more
information please refer details related to Newgen ESOP Trust as
provided in this disclosure.
31
S. Particulars Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal

No. 2020 2019 2018 2017 2016 2015
h) Variation in terms of options NIL

ii. Method used to account for Fair Value Method using Black-Scholes Model
NEWGEN ESOP 2014
iii. Difference between the employee During the financial year 2019-20, Company followed fair value
compensation cost using the accounting of stock options.
intrinsic value of stock options
and the employee compensation
cost that shall have been
recognized if it had used the fair
value of the options. The impact
of this difference on profits and
on EPS of the Company.
iv. Option movement

a. Number of options outstanding 15,57,524 22,43,483 30,61,209 33,84,305 36,53,525 NIL
at the beginning of the year
b. Number of options granted - - 5,62,550 - - 36,53,525
during the year
c. Number of options forfeited / 40,723 1,12,466 1,26,096 1,66,525 2,13,175 NIL
lapsed during the year
d. Number of options vested 90,605 12,68,724 9,43,211 7,77,170 2,88,188 NIL
during the year
e. Number of options exercised 6,49,706 * 5,73,493 12,54,180 1,56,571 56,045 NIL
during the year
f. Number of shares arising as a 6,32,203* 5,73,493 12,54,180 1,56,571 56,045 NIL
result of exercise of options
g. Money realized by exercise 4,09,31,478 3,61,30,059 7,90,13,340 98,63,973 35,30,835 NIL
of options (INR), if scheme is
implemented directly by the
company
h. Loan repaid by the Trust during 2,04,75,000 1,48,05,000 8,53,02,000 1,82,10,000 19,50,000 NIL
the year from exercise price
received
i. Number of options outstanding 8,84,598 15,57,524 22,43,483 30,61,209 33,84,305 36,53,525
at the end of the year
j. Number of options exercisable 5,71,519 11,22,797 4,45,616 7,77,170 2,88,188 36,53,525
at the end of the year
v. Weighted-average exercise prices and • Weighted-average exercise prices: ` 63/-

weighted-average fair values of options • Weighted-average fair values of options granted
disclosed separately for options whose during the year: NA
exercise price either equals or exceeds or
is less than the market price of the stock.
*Total 6,49,706 options were exercised by the employees during Financial Year 2019-20. Out of which, as on 31st March
2020, total 17,503 shares (against options which were exercised by the employees in the month of March 2020) were
pending with Newgen ESOP Trust for transfer to the employees due to COVID-19 and related lock down.
32
vi. Employee wise details of the options granted:
COMPANY OVERVIEW
a. Option granted to Senior Managerial Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
Personnel & KMPs during the year* 2020 2019 2018 2017 2016 2015
Name Designation
Virender Jeet Sr. Vice President NIL NIL 42,000 NIL NIL 55,000
(Sales and Marketing/
Product)
Surender Jeet Raj Senior Vice-President, NIL NIL 39,000 NIL NIL 55,000
Business Management
Tarun Nandwani Vice President NIL NIL 22,000 NIL NIL 55,000
(Customer Relations/
STATUTORY REPORTS
Delivery)
Arun Kumar Gupta Chief Financial Officer NIL NIL 13,000 NIL NIL 35,000
Aman Mourya Company Secretary NIL NIL 5,000 NIL NIL NIL
b. Any other employee who receives a grant in NIL NIL NIL NIL NIL NIL
any one year of option amounting to 5% or
more of option granted during that year
c. Identified employees who were granted NIL NIL NIL NIL NIL NIL
option during any one year equal to or
exceeding 1% of the issued capital of the
Company (excluding outstanding warrants
and conversions) at the time of grant.
*The exercise price at which options are granted is ` 63/-
A description of method and significant assumptions used during the year to estimate
vii.
the fair value of options including the following information:
a) the weighted-average values of share NA
price
b) the weighted average values of NA
exercise price
c) Expected volatility NA
d) Expected option life Grant Grant DateNumber Exercise Remaining
Name of options Period Life (In
outstanding Years)
ESOP 2014/ 01-01-2015 4,97,800 31-12-2023 3.75
Grant I
ESOP 2014/ 01-07-2017 1,99,375 30-06-2026 6.25
Grant II
ESOP 2014/ 01-09-2017 1,26,500 31-08-2026 6.42
Grant III
ESOP 2014/ 01-10-2017 47,600 30-09-2026 6.50
Grant IV
e) Expected dividends NA
f) Risk-free interest rate and any other NA
inputs to the model
g) The method used and the NA
assumptions made to incorporate the
effects of expected early exercise;
h) How expected volatility was NA
determined, including an explanation
of the extent to which expected
volatility was based on historical
volatility; and
i) whether and how any other features NA
of the option grant were incorporated
into the measurement of fair value,
such as a market condition
33
2) Details Related to Trust:

Newgen ESOP 2014 will continue to be implemented through the Trust Route and accordingly Newgen ESOP
Trust was constituted for Newgen ESOP 2014. In Trust Route, the Trust will utilise the shares already held by
it and will acquire the shares of the company either through fresh allotment from the company or by way of
secondary acquisition, if any.
(i) Details:
S. Particulars Newgen ESOP Trust
No. (For Newgen ESOP 2014)
1. Name of the Trust Newgen ESOP Trust
2. Details of the Trustee (s) Mr. Amarendra Kishore Sharan
Mr. Arvind Kaul
3. Amount of loan disbursed by the company/ any company in the NIL
group during the year
4. Amount of loan outstanding (repayable to company/ any 1,36,06,157
company in the group) as at the end of the year*
5. Amount of loan, if any, taken from any other source for which the NIL
company or any company in the group has provided any security
or guarantee
6. Any other contribution made to the Trust during the year NIL
*Including Interest of ` 97,63,157/- on Loan payable by Newgen ESOP Trust.
(ii) Brief details of transactions in shares by the Trust:

S. Particulars Newgen ESOP Trust
No. (For Newgen ESOP 2014)
1. Number of shares held at the beginning of the year 11,28,091
2. Number of shares acquired during the year through (i) Primary Issue: 3,70,000
primary issuance (ii) secondary acquisition**, also as a (0.53% of paid up capital as at the end of
percentage of paid up equity capital as at the end of the Previous Financial year 2019-20)
the previous financial year, along with information on Weighted average cost of primary
weighted average cost of acquisition per share; acquisition: ` 63/-
3. Number of shares transferred to the employees / sold 6,32,203**
along with the purpose thereof;
4. Number of shares held at the end of the year. 8,65,888**
**As on 31 March 2020, 17,503 shares were pending for transfer to employees who have exercised their options in the
st
month of March 2020 due to COVID-19 and related lock-down.
(iii) In case of secondary acquisition of shares by the Trust:

Number of shares As a percentage of paid-up equity capital as at the
end of the year immediately preceding the year in
which shareholders’ approval was obtained
Newgen ESOP Trust
Held at the beginning of the year Nil
Acquired during the year Nil
Sold during the year Nil
Transferred to the employees during the year Nil
Held at the end of the year Nil
For and on behalf of Board of Directors
Sd/-
Diwakar Nigam
Date: 26th May 2020 Chairman & Managing Director
Place: New Delhi DIN: 00263222
34
Annexure 3
COMPANY OVERVIEW
NOMINATION & REMUNERATION POLICY
1. INTRODUCTION: (3) Formulating the criteria for evaluation of

It is the endeavor of Newgen Software performance of Chairperson, independent
Technologies Limited (“Company” or “Newgen”) directors, non-Independent Directors and the
that its Nomination & Remuneration Policy should Board of Directors as a whole.
represent the mode in which the Company carries
STATUTORY REPORTS
out its business practices i.e. fair, transparent, (4)
To devise a policy on diversity of board of
inclusive and flexible. In pursuance of the Company’s directors and to build a Succession Plan for
policy to consider human resources as its appointment to the Board of Directors, KMPs
invaluable assets, to pay equitable remuneration to and Senior Management Personnel.
all the Directors, Key Managerial Personnel, Senior
Managerial Personnel and other Employees of the (5)
To retain, motivate and promote talent and
Company, to harmonize the aspirations of human to ensure long term sustainability of talented
resources consistent with the goals of the Company managerial persons and create competitive
and in terms of the provisions of the Companies advantage.
Act, 2013, (“Act”) and SEBI (Listing Obligations
& Disclosure Requirements), Regulations 2015 4. APPLICABILITY:
(“LODR”), this policy has been approved by the This Policy shall apply to:
Board of Directors on the recommendation of the (a) Directors (Executive and Non-Executive);
Nomination & Remuneration Committee.
(b) Key Managerial Personnel;
2. CONSTITUTION OF COMMITTEE: (c) Senior Management Personnel and
The Board of Directors of the Company (“the Board”)
shall constitute a Committee to be known as the (d) Other Employees
Nomination & Remuneration Committee consisting
of three or more non-executive Directors out of 5. DEFINITIONS:
which not less than one-half shall be Independent “Act” or “Companies Act” means the Companies
Directors. The Chairman of the Committee shall be Act, 2013 and rules framed thereunder, including
an Independent Director. However, the Chairperson any modifications, clarifications, circulars or re-
of the Company (whether executive or non- enactment thereof.
executive) may be appointed as a member of the
“Key Managerial Personnel or KMPs” in relation
Nomination & Remuneration Committee but shall
to Company means –
not chair such Committee.
i. Chief Executive Officer or Managing Director;
3. OBJECTIVE:
ii. Whole Time Director
The objective of this policy is to lay down a
framework in relation to remuneration of the iii. Chief Financial Officer;
Directors, KMP, Senior Management Personnel and
iv. Company Secretary;
other Employees. The key objectives and purposes
of the Policy inter alia are: v. Such other officer, not more than one level
below the Directors who is in whole-time
(1) Formulating the criteria for determining employment, designated as Key Managerial
qualifications, positive attributes and Personnel by the Board.
independence of a Director and recommend
to the Board a policy/ framework relating to
“LODR” or “Listing Regulations” means
the remuneration of Directors, Key Managerial SEBI (Listing Obligations and Disclosure
Personnel and Senior Management Personnel, Requirements) Regulations, 2015.
and other employees. “Newgen HR” means Human Resource Department
of the Company.
(2)
To provide guidance to the Board and
the Committee in relation to appointment “Other employees” means all the employees of
/ removal of Directors, Key Managerial the Company other than the Directors, KMPs and
Personnel and Senior Management Personnel. the Senior Management Personnel.
35
“Policy” or “This Policy” means, “Nomination & 6.4 An Independent Director should comply with
Remuneration Policy.” the eligibility criteria stipulated in the Articles
of Association of the Company, Section 164

“Senior Management Personnel” pursuant to & 149(6) of the Act including its rules thereto
Regulation 16(1)(d) of LODR, Senior Management and LODR. An Independent Director shall be
Personnel shall mean officers/ personnel of a person of integrity, who possesses relevant
the Company who are members of its core expertise and experience and who shall
management team excluding Board of Directors uphold ethical standards of integrity and
and normally this shall comprise all members of probity; shall not have any conflict of interest;
management one level below the Chief Executive act objectively and constructively; exercise his
Officer/ Managing Director/ Whole time Director responsibilities in a bona-fide manner in the
(including Chief Executive Officer, in case they are interest of the Company; devote sufficient time
not part of the Board) and shall specifically include and attention to his professional obligations
Company Secretary and Chief Financial Officer. for informed and balanced decision making;
and assist the Company in implementing the

Unless the context otherwise requires, words and best corporate governance practices.
expressions used in this Policy and not defined herein but
defined in the Companies Act, 2013 and LODR or in any
6.5 For the appointment of Senior Managerial
applicable laws/ rules/ Regulations as may be amended
Personnel and KMPs (other than Managing
from time to time shall have the meaning respectively
Director / Whole time Director), a person
assigned to them therein.
should possess adequate qualification,
6. APPOINTMENT CRITERIA AND expertise and experience for the position that
QUALIFICATIONS: person is considered for the appointment.
6.1
The Committee shall identify and ascertain The Committee has discretion to decide
the integrity, behavior pattern, qualification, whether qualification, expertise and
expertise and experience of the person for experience possessed by a person is sufficient
appointment as Director, KMP or at Senior / satisfactory for the concerned position.
Management level and recommend to the
Board for such appointment.
6.6 For the appointment of other employees,
the person should possess the relevant
6.2 The Company shall not appoint or continue qualifications, expertise and experience as
the employment of any person as Whole- required and in accordance with the Newgen
time Director or Managing Director who has HR policy for the concerned position.
attained the age of seventy years. Provided
that the term of the person holding this
6.7 A whole time KMP of the Company shall not
hold office in more than one Company except
position may be extended beyond the
in its subsidiary Company at the same time.
age of seventy years with the approval of
However, a whole-time KMP can be appointed
shareholders by passing a special resolution
as a Director in any Company, with the
based on the explanatory statement annexed
permission of the Board of Directors of the
to the notice for such motion indicating the
Company.
justification for extension of appointment
beyond seventy years only on the basis of
6.8 As specified in Regulation 18 and Part C of
recommendation of the Committee.
Schedule II of LODR, Audit Committee of
the Board of Directors shall approve the
6.3 The Company shall not appoint or continue
appointment of Chief Financial Officer after
the employment of any person as an
assessing the qualifications, experience and
Independent Director who has attained the
background, etc. of the candidate.
age of seventy five years. Provided that that
the term of the person holding this position
6.9
The information on recruitment and
may be extended beyond the age of seventy
remuneration of KMPs and Senior
five years with the approval of shareholders
Management Personnel, including
by passing a special resolution based on the
appointment or removal of Chief Financial
explanatory statement annexed to the notice
Officer and the Company Secretary shall also
for such motion indicating the justification for
be placed before the Board of Directors and
extension of appointment beyond seventy
Nomination & Remuneration Committee.
five years. Such extension shall be on the
basis of recommendation of the Committee.
36
7. RECRUITMENT STRATEGY AND 8.3 KMPs and Senior Management Personnel
COMPANY OVERVIEW
PROCEDURE FOR SENIOR MANAGEMENT and Other Employees:
PERSONNEL AND KEY MANAGERIAL Terms of KMPs (excluding Managing Director/
PERSONNEL EXCEPT MANAGING Whole-time Director / Manager), Senior
DIRECTOR/ WHOLE TIME DIRECTOR: Management Personnel and other Employees
The job description would be first put together shall be as per prevailing policies of Newgen
based on the role the earlier incumbent is HR subject to applicable laws and rules
performing, as well as the future course of the thereto, if any.
Company. The shortlisting of candidates shall
be undertaken by the Managing Director, Head 8.4 Removal
of HR Department and Functional Head. Post Due to reasons for any disqualifications
STATUTORY REPORTS
selecting the potential candidates, the same shall mentioned in the Act or under any other
be updated to the Nominations & Remuneration applicable Act, rules and regulations there
Committee for its consideration. Then offer is under, the Committee may recommend,
made to the selected candidate in line with the to the Board with reasons recorded in
prevailing policies of Newgen HR both in terms writing, removal of a Director, KMP or Senior
of the compensation offered as well as the Level Management Personnel subject to the
and Designation. provisions and compliance of the said Act,
rules and regulations. The removal of Key
Every Whole-time KMPs of the Company shall Managerial Personnel and Senior Management
be appointed by means of a Board Resolution Personnel shall also be governed by the
containing the terms and conditions of the prevailing Policies of Newgen HR.
appointment including the remuneration.
8.5 Retirement
8. TERM / TENURE: The Directors, KMPs and Senior Management
8.1 Managing Director/ Whole-time Director: Personnel shall retire as per the applicable
The Company shall appoint or re-appoint provisions of the Act, laws and the prevailing
any person as the Executive Chairman, policy of Newgen HR. Extension on the terms
Managing Director or Whole-time Director / of appointment post attaining the retirement
Executive Director for a term not exceeding age can be considered by Newgen HR, if
five years at a time with the approval of required for the benefit of the Company.
shareholders, as specified in the Act and
LODR. No re- appointment shall be made 8.6 Independent Director who resigns or is
earlier than one year before the expiry of removed from the board of directors of
such term. Appointment and reappointment the Company shall be replaced by a new
of such Directors shall be made with the independent director at the earliest but not
recommendation of the Committee. later than the immediate next meeting of the
board of directors or three months from the
8.2 Independent Director: date of such vacancy, whichever is later:
An Independent Director shall hold office for
a term up to five consecutive years on the Provided that where Company fulfils the
Board of the Company and will be eligible requirement of Independent Directors in its
for re-appointment on passing of a special board of directors without filling the vacancy
resolution by the Company and disclosure created by such resignation or removal,
of such appointment in the Board's report. the requirement of replacement by a new
No Independent Director shall hold office Independent Director shall not apply.
for more than two consecutive terms of
upto maximum of 5 years each, but such 9. EVALUATION OF PERFORMANCE:
Independent Director shall be eligible for 9.1
The Committee shall carry out evaluation
appointment after expiry of three years of of performance of every Director and of
ceasing to become an Independent Director. the Board of Directors as a whole at regular
Provided that an Independent Director shall interval (yearly).
not, during the said period of three years,
be appointed in or be associated with the 9.2
The performance of the Directors shall be
Company in any other capacity, either evaluated in the context of the Company’s
directly or indirectly. performance from a business and compliance
37
perspective. The criteria to be used in the ceiling/ limits as provided under Companies
evaluation of performance will be those Act, 2013 and rules made there under or any
duties and responsibilities that the Board other enactment for the time being in force.
and the Director mutually agreed upon. The The amount of such remuneration shall be such
Committee shall also carry out evaluation of as may be recommended by the Nomination
performance of every Director with a view to & Remuneration Committee and approved by
increase effectiveness as a governing body the Board of Directors or shareholders, as the
as well as participation of the Directors case may be.
on the Board or Committee of the Board’s
proceedings. An Independent Director shall not be eligible
to get Stock Options and also shall not be
9.3 The Committee shall time to time determine eligible to participate in any share based
a process for evaluating the performance of payment schemes of the Company.
every Director, Committees of the Board and
the Board on an annual basis. The Committee 10.3
Remuneration to KMPs and Senior
shall also review its own performance on an Management Personnel:
annual basis. The Committee may seek the • The remuneration to KPMs and Senior
support and guidance of external experts and Management Personnel shall consist of
agencies for this purpose, if required. fixed pay and incentive pay in accordance
with prevailing Newgen HR Policies. The
10. POLICY FOR REMUNERATION: remuneration, compensation, etc. to the
10.1 Remuneration to Executive Director/ KMPs, Senior Management Personnel will
Managing Director/ Whole-Time be determined after taking into account
Director: general market practice, performance of
The Remuneration/ Compensation etc. to the Company and other relevant factors.
be paid to Executive Directors/ Managing
Directors/ Whole Time Directors etc. shall be • The Committee shall recommend to the
governed as per provisions of the Companies Board, all remuneration, in whatever form,
Act, 2013 and rules made there under or any payable to KMPs and Senior Management
other enactment for the time being in force Personnel.
including SEBI Regulations. If any Executive
Director or Managing Director or Whole time • The Committee of the Company shall
Director draws or receives, directly or indirectly determine the stock options and other
by way of remuneration any such sums in share-based payments to be made to
excess of the limits prescribed under the KMPs and Senior Management Personnel.
Act or without obtaining requisite approvals
where required, he / she shall refund such 10.4 Remuneration to other Employees:
sums to the Company and until such sum is • Apart from the Directors, KMPs and
refunded, hold it in trust for the Company. The Senior Management Personnel, the
Company shall not waive recovery of such remuneration for rest of the employees
sum refundable to it unless permitted by Law is determined on the basis of the role
or by any competent judicial Court or Body. and position of the individual employee,
including professional experience,
10.2 Remuneration to Non-Executive responsibility, job complexity and market
Director/Independent Director: conditions.
The Non-Executive Director / Independent
Directors may receive sitting fees and such • The various remuneration components,
other remuneration as permissible under basic salary, allowances, perquisites
the provisions of Companies Act, 2013. The etc. may be combined to ensure an
amount of sitting fees shall be such as may appropriate and balanced remuneration
be recommended by the Nomination & package as per prevailing Newgen HR
Remuneration Committee and approved by Policies as formulated time to time in this
the Board of Directors. respect.
All the remuneration of the Non- Executive • The annual increments to the
/ Independent Directors (excluding remuneration paid to other employees
remuneration for attending meetings as shall be determined based on the
prescribed under Section 197 (5) of the appraisal carried out by the respective
Companies Act, 2013) shall be subject to HODs of various departments, as per
38
Newgen HR Policies. Decision on Annual of service of an Executive Director as an
COMPANY OVERVIEW
Increments shall be made on the basis of employee of the Company subject to the
this appraisal. provision of the law and their service contract.
• To meet an urgent and specific need of 13. REMUNERATION DUTIES:

all types of employees, the Company
The duties of the Committee in relation to
may provide salary advances as per the remuneration matters include:
Newgen HR Policy as may be formulated
in this respect. 13.1 to consider and determine the Remuneration
Policy, based on the performance and also
11. INSURANCE: bearing in mind that the remuneration is
STATUTORY REPORTS
Where any insurance is taken by the Company reasonable and sufficient to attract retain and
on behalf of its Directors, KMPs, and Senior motivate members of the Board and such
Management Personnel and any other employees other factors as the Committee shall deem
for indemnifying them against any liability, the appropriate all elements of the remuneration
premium paid on such insurance shall not be of the members of the Board and recommend
treated as part of the remuneration. Provided that to the Board for approval.
if such person is proved to be guilty, the premium
paid on such insurance may be treated as part of 13.2
to consider the remuneration of the Senior
the remuneration. The adequacy of this policy shall Management including Key Managerial
be reviewed and reassessed by the Committee or Personnel of the Company maintaining a
the Board of Directors at such intervals as deems balance between fixed and incentive pay
appropriate and recommendations, if any, shall be reflecting short and long term performance
made to the Board to update the same from time objectives appropriate to the working of the
to time. Company and recommend to the Board for
approval.
12. NOMINATION TO THE BOARD:

The duties of the Committee in relation to 13.3
to consider any other matters as may be
nomination matters, inter alia, include: requested by the Board;
12.1 Determining the appropriate size, diversity 14. BOARD DIVERSITY

and composition of the Board and setting 14.1
The Board shall consist of such number
a formal and transparent procedure for of Directors, including atleast one women
selecting new Directors for appointment to Director and not less than fifty percent of the
the Board; Board of Directors comprising non-executive
Directors, as is necessary to effectively
12.2
Ensuring that there is an appropriate manage the Company of its size. When the
induction & training programme in place Chairman of the Board is a non-executive
for new Directors and members of Senior Director, at least one-third of the Board shall
Management and reviewing its effectiveness; comprise Independent Directors and in case
the Company does not have a regular non-
12.3 Ensuring that on appointment to the Board, executive Chairman or in case the regular
Non-Executive Directors receive a formal non-executive Chairman is a promoter of
letter of appointment in accordance with the the Company, at least half of the Board shall
Guidelines provided under the Companies comprise of Independent Directors.
Act, 2013;
14.2 The Company recognizes and embraces the
12.4 Identifying and recommending Directors benefits of having a diverse Board and sees
who are to be put forward for retirement by increasing diversity at Board level as an
rotation. essential element in maintaining a competitive
advantage. The Board and the Committee
12.5 Developing a succession plan for the Board may periodically review Board diversity to
and Senior Management and regularly bring in expertise and experience in diverse
reviewing the plan; areas and disciplines to improve the standards
of corporate governance, transparency and
12.6 Making recommendations to the Board operational efficiency and risk management,
concerning any matters relating to the wherever required. The Committee will lead
continuation in office of any Director at any the process for Board appointments. All
time including the suspension or termination Board appointments are made on merit, in the
39
context of the skills, experience, independence the above, the Committee shall assess the
and knowledge which the Board as a whole availability of suitable candidates for the
requires to be effective. The Committee Company's future growth and development.
will discuss succession planning and Board Further, based on the recommendation of the
diversity at the time of nominating Directors. Managing Director and the Newgen HR, the
Nomination & Remuneration Committee: -
14.3
Additionally, the Committee and the Board
may consider appointment of experts from (i)
Shall evaluate the incumbent after
various specialized fields such as information considering all relevant criteria like
technology, corporate strategy, marketing and experience, age, leadership quality etc.
business development, international business, and recommend to the Board whether
operations management, finance, law etc. so the concerned individual be granted an
as to bring diversified skill sets on Board or extension in term/service or be replaced
succeed any outgoing Director with the same with an identified internal or external
expertise. candidate.
15.
SUCCESSION PLAN FOR APPOINTMENT (ii)
Shall identify the competency
TO THE BOARD OF DIRECTORS AND requirements of Board/key positions,
SENIOR MANAGEMENT: assess potential candidates and develop
The Company recognizes the importance of required competency through planned
the process to Succession Planning to provide development and learning initiatives.
for continuity in the smooth functioning of the The Committee may utilize the services
organization. There are certain positions in the of professional search firms to assist
Company that are key to its current and future in identifying and evaluating potential
growth. It is, therefore, important that these candidates.
positions are assigned to duly skilled and best
possible incumbents. It is critical to fill up such 15.4 The Managing Director and Newgen HR
positions well in time to avoid any leadership gap. shall from time to time identify high-
Pursuant to regulation 17 of LODR, the Committee potential employees who merit faster career
has therefore put the following plan for orderly progression to position of higher responsibility
succession for appointment on the Board and and formulate, administer, monitor & review
Senior Management. the process of skill development and identify
the training requirements. Every member of
15.1 The Nomination & Remuneration Committee the senior management team shall always
of the Company shall review the leadership endeavor to add capability in-house and
needs of the Company from time to time. mentor officials with potential working under
him to handle his responsibility in his absence
15.2 The Nomination & Remuneration Committee of by exposing him to all aspects of work being
the Board, shall apply a due diligence process handled by him.
to determine the suitability of every person
who is being considered for being appointed 15.5 If a Director’s /Senior Management’s position
or re-appointed as a Director of the Company suddenly becomes vacant by reason of
based on their educational qualification, death or other unanticipated occurrence,
experience & track record and every such the Committee shall be convened a special
person shall meet the ‘fit and proper’ criteria meeting as early as possible to implement
and accordingly any appointment or re- the process described herein, subject to the
appointment of a Director shall be subject necessity involved.
to prior approval / recommendation by
Nomination & Remuneration Committee of 16. REVIEW AND AMENDEMENT:
the Company. 16.1 The Board of Directors on its own and / or
as per the recommendations of Nomination
15.3 Newgen HR shall periodically review and & Remuneration Committee can amend this
consider the list of senior managerial personnel Policy, as and when deemed fit. However,
due for retirement/attrition within two year. any amendment in respect of criteria for
The Nomination Committee and Newgen determining qualifications, positive attributes
HR shall also consider the new vacancies and independence of Directors shall be
that may arise because of business needs/ done with the approval of Nomination &
upgradation of Department(s). Considering Remuneration Committee only.
40
16.2 In case of any amendment(s), clarification(s), For and on behalf of Board of Directors
COMPANY OVERVIEW
circular(s) etc. issued by the relevant
authorities, not being consistent with the Sd/-
provisions laid down under this Policy, then Diwakar Nigam
such amendment(s), clarification(s), circular(s) Date: 24th Jan 2019 Chairman & Managing Director
etc. shall prevail upon the provisions hereunder Place: New Delhi DIN: 00263222
and this Policy shall stand amended accordingly
from the effective date as laid down under such
amendment(s), clarification, circular(s) etc.
STATUTORY REPORTS
41
Annexure 4
Details Pertaining to Remuneration as required to be disclosed under Section 197 (12) of the
Companies Act, 2013 Read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
i. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company and
percentage increase in remuneration of each of the Director, Chief Financial Officer and Company Secretary
during the Financial Year 2019-20:
Sr. Name of the Person Remuneration for % increase in Ratio of Remuneration

No. Financial Year 2019-20 Remuneration in of each Director to
(` In Lakhs) Financial Year Median Remuneration
2019-20 of employees
1. Mr. Diwakar Nigam 278.99 59.52% 36.49
2. Mr. T. S. Varadarajan 142.57 70.33% 18.65
3. Ms. Priyadarshini Nigam 77.58 89.97% 10.15
4. Mr. Arun Kumar Gupta 82.77 (28.72)% NA
5. Mr. Aman Mourya 16.81 21.13% NA
Remuneration also includes provisions for bonus, incentive, if any, variable incentives and ESOP perquisites
to the extent options exercised during the year and includes amount outstanding at the year end.
ii. The number of permanent employees on the rolls of the Company as on 31st March 2020 were 2346 and the
median remuneration was ` 7,64,616 annually. The median remuneration of employees in Financial Year 2019-
20 has increased by 0.15%.
iii. The average percentile increases already made in the salaries of employees other than managerial personnel
in the last financial year was 14.83% and the average percentile increase in the remuneration of managerial
personnel was 66.69%. The increase in salaries during the year are based on the remuneration policy/reward
philosophy of the Company and due to annual appraisals of employees.
iv. The key parameters for any variable component of remuneration availed by the directors:
Executive Directors - Nomination & Remuneration Committee recommends to the Board the commission
amount being the variable component of their compensation annually based on their individual responsibilities
and contributions to the performance of the organisation.
Non-Executive Directors – Board determines the variable compensation being commission, based on a few
parameters such as involvement and time spent in carrying out duties and responsibilities, contributions
in their areas of expertise, besides their activities in committees and allied areas for the benefit of the
organisation.
The remuneration is in accordance with the Remuneration Policy of the Company which is available on the
website of the Company at: https://newgensoft.com.
42
Statement of particulars under Section 197(12) of the Act and Rule 5 (2) of the Companies
COMPANY OVERVIEW
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31st
March 2020 (also includes the details of top ten employees of the Company)
i. The names of top employees in terms of remuneration drawn (remuneration paid in the financial year 2019-20)
and the name of every employee of the Company, who - if employed throughout the financial year 2019-20, was
in receipt of remuneration which, in the aggregate, was not less than One Crores and Two Lakh rupees:
(in ` Lakhs)
Sr. Name Designation Nature of Remuneration Age Qualification Experience Last Date of
No. employment, Received in years Employment Commencement
whether of Employment
STATUTORY REPORTS
contractual
or otherwise
1. Diwakar Chairman & Permanent 278.99 64 MSC, 37 NA He has been on
Nigam Managing M. Tech the Board of the
Director Company since
01-04-1993
2. Surender Jeet Sr. Vice Permanent 191.46 63 Ph.D. 40 PCS DG 16-08-1993
Raj President-
HRD
3. Prashant Associate Permanent 149.48 45 MBA 22 Vicisoft 15-06-1998
Sahai* Vice Technologies
President Pvt.Ltd
- Sales
International
4. Tarun Sr. Vice Permanent 148.35 48 B.E 27 NA 15-07-1993
Nandwani President-
Business
Management
5. Virender Jeet Sr. Vice Permanent 147.60 51 B.E 27 NIE - Jaipur 01-12-1992
President,
(Sales and
Marketing/
Product)
6. TS Whole-time Permanent 142.57 68 M.Tech. 37 NA He has been on
Varadarajan Director the Board, since
inception of the
Company.
7. Dushyant Vice Permanent 127.30 60 B.E 38 Softek Ltd. 16-11-1999
Kumar President-
Software
Development
8. Vivek Vice Permanent 110.03 50 MBA 30 TCS Ltd 24-08-2011
Bhatnagar President-
Sales
International
9. Ashok Kapoor Vice Permanent 104.40 55 PGDM 29 NIIT 06-04-2015
President-
Software
Development
10. Shanmugam Vice Permanent 102.91 48 M.S 29 Replicon 18-03-2019
Nagappan President- Software
Software (India) Pvt
Development Ltd
*Prashant Sahai posted & working in Dubai. He is getting remuneration in AED and his remuneration as given above is converted
and reported in `.
Remuneration also includes provisions for bonus, variable incentives and ESOP perquisites to the extent options exercised
during the year and includes amount outstanding at the year end.
43
ii. Details of employee if employed for a part of the financial year, was in receipt of remuneration for any part of
that year, at a rate which, in the aggregate, was not less than Eight Lakh and Fifty Thousand rupees per month.
(in ` Lakhs)
contractual or
otherwise
1. Hemant Vice President- Permanent 82.42 54 MBA 35 Plex Systems 01.08.2019
Makhija Marketing Inc.
iii. Particulars of Employees posted and working in a country outside India, not being Director or their relatives,
drawing more than sixty lakh rupees per financial year 2019-20 or five Lakhs rupees per month:
(in ` Lakhs)
contractual
or otherwise
1 Glitty Paul Sr.Business Permanent 76.78 37 MBA 12 Intertec 23-02-2016
Development System
Manager
2 R.Balaji Regional Sales Permanent 71.37 35 MBA 14 Newgen & 15-05-2017
Manager Paripoorna
Software
Solutions
3 Prashant Senior Business Permanent 70.80 39 M.Tech 12 Governation 23-02-2006
Sharma Development Solutions Pvt
Manager Ltd
4 Vivek Kumar Senior Manager- Permanent 66.87 40 M.Tech 17 Governation 01-04-2010
Gupta Products & Solution Pvt
Solutions Ltd,
5 Mayank Manager- Permanent 61.29 30 MBA 8 N.A 03-06-2013
Sharma Products &
Solutions
*All above five employees are posted in Dubai and getting remuneration in AED The given remunerations are converted and
reported herewith in `.
Notes:
a) Above remunerations also include provisions for bonus, variable incentives and ESOP perquisites to the
extent options exercised during the year and includes amount outstanding, if any, at the year end.
b) Except Mr. Diwakar Nigam, Chairman & Managing Director (holding 26.41% of equity shares himself and
11.39% of equity shares through his spouse) and Mr. T.S. Varadarajan (holding 21.46% of equity shares himself
and 6.47% of equity shares through his spouse), no other employees, as listed above, holding, by himself or
herself along with his/her spouse and dependent children, 2% or more of equity shares of the Company.
c) Ms. Priyadarshini Nigam, Whole-time Director is the spouse of Mr. Diwakar Nigam, Chairman & Managing
Director of the Company.
iv. Details of employee if employed throughout the financial year 2019-20 or part thereof, was in receipt of
remuneration in that year which is in excess of that drawn by the Managing Director and holds by himself
or along with his spouse and dependent children, not less than two percent of the equity shares of the
Company, except the details of employees forming part of this annexure. Nil
Sd/-
Diwakar Nigam
44
Annexure 5
COMPANY OVERVIEW
SECRETARIAL AUDIT REPORT
(For the financial year ended 31st March 2020)
[Pursuant to Section 204(1) of the companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (v)
The following Regulations and Guidelines
STATUTORY REPORTS
The Members prescribed under the Securities and Exchange
Newgen Software Technologies Limited Board of India Act, 1992 ('SEBI Act'):
A-6, Satsang Vihar Marg, Qutab Institutional Area a. The Securities and Exchange Board of India
New Delhi-110067 (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
We have conducted the secretarial audit of the
compliance of applicable statutory provisions and the b. The Securities and Exchange Board of India
adherence to good corporate practices by Newgen (Prohibition of Insider Trading) Regulations,
Software Technologies Limited (hereinafter called 2015;
“the Company”). Secretarial audit was conducted c. The Securities and Exchange Board of India
in a manner that provided us a reasonable basis (Issue of Capital and Disclosure Requirements)
for evaluating the corporate conducts/statutory Regulations, 2009;
compliances and expressing us opinion, subject to d. The Securities and Exchange Board of India
Annexure ‘A’ to this report, thereon. (Share Based Employee Benefits) Regulations,
2014;
Based on our verification of the Company’s books,
e. The Securities and Exchange Board of
papers, minute books, forms and returns filed and
India (Issue and Listing of Debt Securities)
other records maintained by the Company and also
Regulations, 2008; Not applicable during the
the information provided by the Company, its officers,
agents and authorised representatives during the period under review.
conduct of secretarial audit and on the basis of the f. The Securities and Exchange Board of India
written representations/explanations received from (Registrars to an Issue and Share Transfer
the management, we hereby report that in our opinion Agents) Regulations, 1993 regarding the
the Company has, during the audit period covering Companies Act and dealing with client;
the financial year ended on 31st March 2020 (‘audit g. The Securities and Exchange Board of India
period’) complied with the statutory provisions listed (Delisting of Equity Shares) Regulations,
hereunder and also that the Company has proper Board 2009; Not applicable during the period under
processes and compliance-mechanism in place to the review.
extent, in the manner and subject to the reporting
h. The Securities and Exchange Board of India
made hereinafter:
(Buyback of Securities) Regulations, 1998; Not
applicable during the period under review.
We have examined the books, papers, minute books,
forms and returns filed and other records maintained i. The Securities and Exchange Board of
by the company for the financial year ended on 31st India (Listing Obligations and Disclosure
March 2020, according to the provisions of: Requirements) Regulations, 2015.
(i) The Companies Act, 2013 (‘the Act’) and the rules (vi)
The company carries business of software
made thereunder; development and related activities for which it has
registration with the SEZ Noida and the Management
(ii) The Securities Contracts (Regulation) Act, 1956
has identified and confirmed the following laws as
(‘SCRA’) and the rules made thereunder;
specifically applicable to the Company:
(iii) The Depositories Act, 1996 and the Regulations a) The Information Technology Act, 2000;
and bye-laws framed thereunder;
b) The Special Economic Zone Act, 2005;
(iv) Foreign Exchange Management Act, 1999 and c) The Indian Copyright Act, 1957;
the rules and regulations made thereunder to
d) The Patents Act, 1970; and
the extent of foreign direct investment, overseas
direct investment; e) The Trade Marks Act, 1999.
45
We have also examined compliance with the applicable value of ` 10/- each were issued and allotted to
clauses of the following: Newgen ESOP Trust under Newgen ESOP Scheme
2014 on 21st January 2020.
(i) Secretarial Standards issued by The Institute of
Company Secretaries of India; • advance notice is given to all directors to schedule
the board meetings, agenda and detailed notes
(ii)
The Listing Agreements entered into by the on agenda were sent at least seven days in
Company with Bombay Stock Exchange Limited advance, and a system exists for seeking and
and National Stock Exchange of India Limited. obtaining further information and clarifications
on the agenda items before the meeting and for
During the period under review the company has meaningful participation at the meeting.
complied with the provisions of the Acts, Rules,
Regulations, Guidelines, Standards, etc., mentioned • all decisions at Board Meetings and Committee
above. Meetings are carried out unanimously as recorded
in the minutes of the meetings of the Board or
We further report that:- Committees of the Board, as the case may be.
• the Board of directors of the company is duly
constituted with proper balance of executive We further report that based on review of compliance
directors, non-executive directors and independent mechanism established by the Company and on the
directors. The changes in the composition of the basis of the Compliance Certificate(s) issued by the
Board of Directors that took place during the Company Secretary and taken on record by the Board
audit period were carried out in compliance with of Directors at their meeting(s), we are of the opinion
the provisions of the Act, however, the following that there are adequate systems and processes in place
changes occurred in the composition of the Board in the Company which is commensurate with the size
of Directors: and operations of the Company to monitor and ensure
i) Appointment of Ms. Padmaja Krishnan as an compliance with applicable laws, rules, regulations and
Additional Director in the category of Non- guidelines.
Executive, Independent Director with effect from
24th March 2020 and is subject to ratification/ We further report that during the audit period there
approval by the members of the Company at were no specific events/actions having a major bearing
the ensuing Annual General Meeting. on Company’s affairs in pursuance of the above-referred
laws, rules, regulations, guidelines, standards, etc.
ii) Re-Appointment of Mr. Kaushik Dutta as an
Independent Director for a second term of Sd/-
five years with effect from 09th July 2019. Name of Auditor : M. Aijaz
FCS No. : 6563
• during the period under review, 3,70,000 (Three Date: 19th May 2020 C.P. No. :7040
Lakh Seventy Thousand) Equity shares having face Place: New Delhi UDIN : F006563B000254459
46
Annexure ‘A’
COMPANY OVERVIEW
To,
The Members
A-6, Satsang Vihar Marg, Qutab Institutional Area
New Delhi-110067
Our report of even date is to be read along with this Annexure.
STATUTORY REPORTS
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility
is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of the secretarial records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the
company.
4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules
and regulations and happening of events, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the company.
Sd/-
Name of Auditor : M. Aijaz
FCS No. : 6563
Date: 19th May 2020 C.P. No. :7040
Place: New Delhi UDIN : F006563B000254459
47
Annexure 6
Form AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013
and Rule 8(2) of the Companies (Accounts) Rules, 2014
Form for disclosure of particulars of contracts/arrangements entered into by the company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms
length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis

Not Applicable. Newgen Software Technologies Limited (the Company) has not entered into any contract/
arrangement/transaction with its related parties which is not in ordinary course of business or not at arm’s
length during FY 2019-20.
2. Details of material contracts or arrangement or transactions at arm’s length basis

The details of transactions with wholly owned subsidiaries are set out in the standalone financial statements
forming part of the Board's Report. The same may be referred for this purpose. The pricing of the transactions
with wholly owned subsidiaries are based on the Independent Transfer Pricing Report given by M/s Price
Waterhouse & Co., Chartered Accountants which determined the arms-length pricing and are under ordinary
course of business. All transactions, based on respective master service agreements, with wholly owned
subsidiaries, were placed before the Audit Committee and the Board of Directors on quarterly basis for its
review, approval and noting.
Name(s) of the Nature of Duration of Salient terms of Date(s) of Aggregate Amount

related party contracts/ the contracts / the contracts or approval Transaction paid as
and nature of arrangements/ arrangements/ arrangements by the Value during advances,
relationship transactions transactions or transactions Board, if Financial if any:
including the any: Year (if
value, if any Material)
Newgen Software Sale of Ongoing (duration Based on NA 93,22,82,070 NIL
Inc. USA products and of transaction 1st Transfer pricing
(Material services April 2019 - 31st guidelines
Wholly Owned March 2020)
Subsidiary)
Aggregate transaction with a related party shall be considered material if the transaction(s) entered during
the financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last
audited financial statements of the listed entity. Aggregate transactions, during the finanical year 2019-20
with other respective subisidaries are not material.
Sd/-
Diwakar Nigam
48
Annexure 7
COMPANY OVERVIEW
Corporate Social Responsibility (CSR) Report
[Pursuant to Section 134 of the Companies Act, 2013 and Rule 9 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014]
1. A brief outline of the Company’s CSR policy, including overview of projects or programs
proposed to be undertaken and a reference to the web-link to the CSR policy and projects or
STATUTORY REPORTS
programs:
Newgen’s CSR mission actively contributes to the social and economic development of the communities it
operates in. The core philosophy is to empower the less privileged sections of society through an integrated
approach to help them realize their full potential and enjoy a good quality of life.
In line with the Sustainable Development Goals (SDGs) and national priorities of promotion of education,
Newgen is contributing to the Schedule VII thematic areas of Promotion of Education and Eradication of
Hunger, Poverty, and Malnutrition.
Newgen CSR Flagship Program:
a. Newgen Digital Discovery Paathshala (NDDP).
Newgen's Corporate Social Responsibility intervention 'Newgen Digital Discovery Paathshala' (NDDP)
is designed to impart knowledge to school children using web-based technology and transforming
traditional classroom teachings into fun learning sessions. Under the aegis of NDDP, students are taught
how to do research on the internet using iPads, develop creative content and broaden their outlook
using iPad.
NDDP continues to have its footprints spread across three schools in the Delhi region - Government
Girls Senior Secondary Schools in Harkesh Nagar and Tekhand, and Soami Nagar Model School, a trust-
managed school. Over 3,000 students of classes 6th, 7th, and 8th benefit from the program.
The alumni association initiative has been instituted under the umbrella of NDDP to strengthen its impact.
The program reconnects ex-NDDP beneficiaries at the project locations of Harkesh Nagar and Tekhand.
The initiative actively engages the alumni with a handholding platform that is flexible, informative, and
educationally powerful. The first session was held in December 2019 with 120 alumni.
b. Remedial Education Program.

Newgen collaborated with the NGO KHUSHII (Kinship for Humanitarian, Social and Holistic Intervention
in India) to offer remedial classes at MCD feeder schools for students from classes 1st to 5th and prepare
them for senior secondary education. The four project locations are Pratibha Primary School, Harkesh
Nagar (2,600 students), Tekhand (1,400 students), Sangam Vihar (940 students), and Nandambakkam,
Chennai(800 students). A total of 5,740 students benefit from this program.
This initiative has augmented the impact of NDDP as the targeted students are associated with Newgen
CSR for an extended period of eight years, creating an opportunity to unlock their full potential.
c. Mid-Day Meal Programme.

To complement the growth and well-being of children in their formative years, Newgen supports the
mid-day meals of 8,689 students in partnership with the Akshaya Patra Foundation at the government
schools in the remote areas of Vrindavan, Jhalawar, and Guwahati.
d. Personality Development Sessions.

The personality development program caters to the children from economically weaker backgrounds
and SOS youth hostels and helps them build self-confidence, develop soft skills, and provide career
counseling and personal guidance.
The session is held on the second Saturday of every month by an organization called I-AM. In 2019-20,
Newgen supported 100+ students through these sessions.
49
e. Family Based Care Programme.

Newgen partnered with SOS Children’s Villages in Bhopal to support 30 parentless and abandoned
children from three family homes. The program focuses on their health and nutrition, quality education,
and overall physical and psychosocial development.
Newgen became the first corporate to support an SOS facility in a non-metro city. The project concluded
in February 2020.
1.1 Web-link to the CSR Policy:

https://newgensoft.com
2. The Composition and Number of Meetings of the CSR Committee:

CSR Committee of the Board of Directors consists of Ms. Priyadarshini Nigam, Whole –Time Director, Mr. T.S.
Varadarajan, Whole time Director and Mr. Kaushik Dutta, Independent Director. Ms. Priyadarshini Nigam is the
Chairperson of the CSR Committee. During Financial Year 2019-20, the CSR Committee meeting was held on
14th May 2019.
3. Average net profit of the company for last three financial years:
` 9,304.66 Lakhs
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):
` 186.09 Lakhs
5. Details of CSR spent during the financial year 2019-20:

(a) Total amount spent during the financial year: ` 186.27 Lakhs
(b) Amount unspent, if any: NA
(c) Manner in which the amount spent during the financial year is detailed below.
(1) (2) (3) (4) (5) (6) (7) (8)
S. CSR project Sector in Projects or Amount Amount spent Cumulative Amount
No or activity which the programs outlay on the projects expenditure Spent: Direct
identified Project is (1) Local area or (budget) or programs up to the or through
covered other project or Sub – heads: reporting implementing
(2) Specify the programs (1) Direct period agency*
State and district wise expenditure
where projects on projects or
or programs was programs
undertaken (2) Overheads
1. Newgen Digital Promoting Delhi NCR 4.47 Lakhs 4.47 Lakhs - Direct
Discovery Quality of
Paathshala Education
2. Remedial Promoting Delhi NCR and 84.42 Lakhs 84.42 Lakhs - Implementing
Education Quality Chennai Agency.
Program Education Through
KHUSHII
3. Mid-Day Meal Promoting Uttar Pradesh, 95.58 Lakhs 95.58 Lakhs - Implementing
Program Quality Rajasthan & Agency.
Education Assam. Through
and Akshaya Patra
Eradication Foundation
Hunger,
Poverty,
Malnutrition.
4. Personality Promoting Delhi NCR 1.80 Lakhs 1.80 Lakhs - Direct
Development Quality of
Sessions Education
TOTAL ` 186.27 Lakhs ` 186.27 Lakhs
* Details of Implementing Agency
50
S. Name of Implementing Agency Brief Profile
COMPANY OVERVIEW
No.
1. Akshaya Patra Foundation It is an NGO in India headquartered in Bengaluru. Our organisation
along with this NGO strives to eliminate classroom hunger by
implementing the Mid-Day Meal Scheme in the government schools
and government-aided schools. The association with Akshaya Patra
was initiated in the year 2018.
2. Kinship for Humanitarian, Social KHUSHII is an independent Not for Profit Organisation founded
and Holistic Intervention in India in 2003 by Cricket legend Mr. Kapil Dev and registered under the
(KHUSHII) Societies Registration Act.
KHUSHII is working for the upliftment and holistic development of
STATUTORY REPORTS
underprivileged children, women and vulnerable families.
KHUSHII works with a vision of increasing access to quality life.
Newgen and KHUSHII collaborated on June 2019 for remedial
education in Pratibha Primary School, Harkesh Nagar.
6. In case the Company has failed to spend the two per cent of the average net profit of the last three
financial years or any part thereof, the company shall provide the reasons for not spending the amount in
its Board report.
Not Applicable
7. responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy,
A
is in compliance with CSR objectives and Policy of the Company
The CSR Committee has confirmed that the implementation and monitoring of CSR Policy, is in compliance
with CSR objectives and Policy of the Company.
Date: 26th May 2020 Sd/- Sd/-

Place: New Delhi Priyadarshini Nigam Diwakar Nigam
Chairperson - CSR Committee Chairman & Managing Director
DIN:00267100 DIN:00263222
51
Annexure 8
BUSINESS RESPONSIBILITY REPORT
(As per Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
SECTION A: General Information about the Company

1. Corporate Identity Number (CIN) of the Company : L72200DL1992PLC049074
2. Name of the Company : Newgen Software Technologies Limited
3. Registered address : A-6, Satsang Vihar Marg, Qutab Institutional Area,
New Delhi - 110067
4. Website : https://newgensoft.com/
5. E-mail id : [email protected]
6. Financial Year reported : 1st April 2019 to 31st March 2020
7. Sector(s) that the Company is engaged in (industrial : Computer Programming, Consultancy and
activity code-wise) Related services.
NIC Code of the activities - 620.
8. List three key products/services that the Company : Product Solutions and Services in:
manufactures/provides (as in balance sheet) (i) Enterprise Content Management
(ii) Business Process Management
(iii) Customer Communication Management.
For detailed description on the Company’s
products/services kindly refer Management
Discussion and Analysis Report, as annexed to the
Board’s Report.
9. Total number of locations where business activity is : (i) Details of International Locations:
undertaken by the Company USA/Americas: USA and Canada
APAC: Singapore and Australia
EMEA: UK and Dubai
(ii) Details of National Locations:
New Delhi, Noida- Uttar Pradesh,
Mumbai and Chennai.
10. Markets served by the Company - Local/State/ : Company serves the Indian as well as
National/International International markets.
For detailed description kindly refer Management
and Discussion Analysis Report annexed to the
Board’s Report.
SECTION B: Financial Details of the Company (standalone)

1. Paid up Capital (INR) : 6,995.5701 Lakhs
2. Total Turnover (INR) : 57,740.12 Lakhs
3. Total profit after taxes (INR) : 6,591.23 Lakhs
4. Total Spending on Corporate Social Responsibility : 2% of average of net profit of the Company made
(CSR) as percentage of profit after tax (%) during the three immediately preceding financial year.
5. List of activities in which expenditure in 4 above : Kindly refer Corporate Social responsibility Report,
has been incurred annexure 7 to the Board’s Report.
SECTION C: Other Details

1. Does the Company have any Subsidiary Company/ Companies?
Yes.
2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the parent company? If yes,
then indicate the number of such subsidiary company(s)
Yes. All the subsidiary Companies participate in the BR initiatives.
52
3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with,
COMPANY OVERVIEW
participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/
entities? [Less than 30%, 30-60%, More than 60%]
No.
SECTION D: BR Information
1. Details of Director(s) responsible for BR
(a) Details of the Director/Directors responsible for implementation of the BR policy/policies:
i. DIN : 00263222
ii. Name : Mr. Diwakar Nigam
iii. Designation : Chairman & Managing Director
STATUTORY REPORTS
(b) Details of the BR head:
S. Particulars Details
No.
i. DIN (if applicable) 00263222
ii. Name Mr. Diwakar Nigam
iii. Designation Chairman & Managing Director
iv. Telephone number +91-11-4077 0100
v. e-mail id [email protected]
2. Principle-wise (as per NVGs) BR Policy/ Policies:
The National Voluntary Guidelines (NVGs) on Social, Environmental and Economic Responsibilities of Business
released by the Ministry of Corporate Affairs (MCA) has adopted nine areas of Business Responsibility which
are briefed as below.
P1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
This is embedded in the Company’s Code of Ethics and Business Conduct, Anti-Bribery & Anti-Corruption
Policy, Disciplinary Action Policy, Code of Conduct for Directors and Senior Management Personnel and
Whistle blower Mechanism.
P2:
Businesses should provide goods and services that are safe and contribute to sustainability throughout
their life cycle.
This is embedded in the Company’s Code of Ethics and Business Conduct and Policy on Environment
Sustainability.
P3: Businesses should promote the well-being of all employees.
This is embedded in the Company’s Code of Ethics and Business Conduct, Policy on Prevention of Sexual
Harassment of Women at Workplace.
P4:
Businesses should respect the interests of and be responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalized.
This is embedded in the Company’s Code of Ethics and Business Conduct, Whistle blower Mechanism
and Policy on Environment Sustainability.
P5: Businesses should respect and promote human rights.
This is embedded in the Company’s Code of Ethics and Business Conduct, Policy on Prevention of Sexual
Harassment of Women at Workplace, Anti-Bribery & Anti-Corruption Policy, Disciplinary Action Policy
and Whistle blower Mechanism.
P6: Businesses should respect, protect and make efforts to restore the environment.
This is embedded in the Company’s Policy on Environment Sustainability.
P7:
Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner.
Policy, Disciplinary Action Policy, Policy on Prevention of Sexual Harassment of Women at Workplace
and Whistle blower Mechanism.
53
P8: Businesses should support inclusive growth and equitable development.

This is embedded in the CSR policy.
P9:
Businesses should engage with and provide value to their customers and consumers in a responsible
manner.
Policy and Whistle blower Mechanism.
(a) Details of compliance (Reply in Y/N):

S. Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
i. Do you have a policy/ policies for the respective Y Y Y Y Y Y Y Y Y
Principles
ii. Has the policy being formulated in consultation with Y Y Y Y Y Y Y Y Y
the relevant stakeholders?
iii. Does the policy conform to any national / international Y Y Y Y Y Y Y Y Y
standards? If yes, specify? (50 words)#1
iv. Has the policy being approved by the Board? Is yes, Y Y Y Y Y Y Y Y Y
has it been signed by MD/ owner/ CEO/ appropriate
Board Director?#2
v. Does the company have a specified committee of the Y Y Y Y Y Y Y Y Y
Board/ Director/ Official to oversee the implementation
of the policy?
vi. Indicate the link for the policy to be viewed online?#3 Y Y Y Y Y Y Y Y Y
vii. Has the policy been formally communicated to all Y Y Y Y Y Y Y Y Y
relevant internal and external stakeholders?
viii. Does the company have in-house structure to Y Y Y Y Y Y Y Y Y
implement the policy/ policies
ix. Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y
mechanism related to the policy/ policies to address
stakeholders’ grievances related to the policy/ policies?
x. Has the company carried out independent audit/ Y Y Y Y Y Y Y Y Y
evaluation of the working of this policy by an internal
or external agency?
#1 Policies of the Company are compliant in accordance to the applicable laws in India.
#2 Mandatory Policies are approved by the Board / or its Committee and signed by the Chairman &
Managing Director of the Company. Some routine Policies are approved and signed by the Chairman &
Managing Director of the Company.
#3 All policies are available on the website of the Company on its Investors Relations section (https://
newgensoft.com/company/investor-relations/).Some of the Policies including Policy for Prevention,
Prohibition and Redressal of Sexual Harassment at Workplace and Environment sustainability are available
on the intranet.
(b) If answer to the question at Serial number 1 against any principle, is ‘No’, please explain why?
Not Applicable
3.
Governance related to BR
(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess
the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year:
Annually
(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this
report? How frequently it is published?
This financial year 2019-20 onwards, the Business Responsibility Report (BRR) will form part of the
Annual Report and such report will be published on Annual basis. The same is available on the Company’s
website at: https://newgensoft.com/company/investor-relations/
54
SECTION E: Principle-Wise Performance It found that Newgen's solutions offered
COMPANY OVERVIEW
Principle 1: technologies that were perfectly aligned
1.1 Does the policy relating to ethics, bribery and with its requirements. The key processes
corruption cover only the Company? Yes/ No. that were transformed include Retail, Credit
Does it extend to the Group/Joint Ventures/ Administrative, Trade and Treasury. Newgen's
Suppliers/Contractors/NGOs /Others? OmniFlow platform has been a key enabler
The policy relating to ethics, bribery and corruption for the bank to deliver on its brand ethos of
covers not only Newgen Software Technologies Responsible Banking. Newgen's solution lead
Limited, but extends to its all the subsidiaries, to the following benefits:
suppliers, contractors and other person associated • Unified loan processing
with the Company.
STATUTORY REPORTS
• End-to-end automation of credit policy
1.2 How many stakeholder complaints have been • Integration with credit bureaus
received in the past financial year and what • Proficient risk management and effective
percentage was satisfactorily resolved by the regulatory compliance
management? If so, provide details thereof, in
• Reduced abandonment rates with omni-
about 50 words or so.
channel onboarding
No such complaints related to ethics, bribery and
corruption were received in the past financial year.
3) One of the states in India had implemented
Newgen's e-Gov suite, built on key components
Total five Complaints, relating with non-receipt
of our platform - business process management
of dividend, were received during 2019-20 and all
and enterprise content management, to
such complaints were satisfactorily resolved.
transform their administrative processes. With
the outbreak of COVID-19, the government
Principle 2:
officials faced the daunting task of managing 24
2.1 List up to 3 of your products or services whose
design has incorporated social or environmental districts, collaborating with 20 state agencies,
concerns, risks and/or opportunities. and various other departments. They reached
We work on digital-transformation projects that out to Newgen to help them in quickly shifting
significantly impact the socio-economic progress to the remote working environment. Newgen
of enterprises especially in the banking and recognized the criticality of the situation
financial services and government sector. and promptly helped in setting up the digital
infrastructure enabling the remote working
1) Newgen successfully implemented a large environment. It enabled intra-department
Document Management System to digitize and inter-state communication by digitizing
documents for a leading insurance player in physical files, made electronic files available to
India with more than 250 million customers the state's 35 departments and 20,000 users
pan India. They had undertaken a growth and restricted user access for ensuring data
strategy and were looking to enhance their security and integrity.
operational capacity and productivity.
However, they encountered challenges 2.2 For each such product, provide the following
such as paper-based file systems and their details in respect of resource use (energy, water,
management which acted as a primary raw material etc.) per unit of product (optional).
bottleneck in their growth initiatives. The As the Company is into software development
client partnered with Newgen to transform services, our products are not resource intensive
its manual paper-based processes. The key and hence reduction is negligible. However, being
benefits that it received was archival of all a responsible entity, we track the consumption of
policy dockets, automation across more than resources critically.
2000 branches, 100 divisional offices, 7 zonal
offices and a corporate office, distributed 2.3 Does the company have procedures in place for
document management for 100 zonal offices sustainable sourcing (including transportation)?
and Digitization & Life Cycle Management of If yes, what percentage of your inputs was
all departmental documents. sourced sustainably? Also, provide details
thereof, in about 50 words or so.
2) One of the largest private sector banks in India Yes,
offering services across Personal Banking,
Business Banking, and Corporate Banking More than 90% our inputs are sources sustainability.
with over 1000 branches wanted a holistic Specifications of sourcing of service, product
solution to digitally transform its processes. and people items are finalized by considering
55
the vendor’s sustainability aspects and they company’s behalf, if we give them 1 ton of paper
have to supply items with desired specifications. to recycle we would be saving 17 trees.
Our supplier analysis also takes into account the
sourcing strategy of the supplier and proximity of e) Newgen is also working on preventing
the supplier to the location where the order request food wastage in cafeteria. The Company
has been raised. This helps improve logistics and gets the waste food weighted and the
saves time, cost and emissions from unwanted wastage quantity gets displayed on board
transportation through longer routes. We review in cafeterias, then it gets collected by
supplier’s behaviors, which help us understand NGO to feed animals / good quality waste
the potential risks within the Supply Chain from food gets distributed to feed people.
Environmental, Social Governance perspective.
Principle 3:
2.4 Has the company taken any steps to procure 3.1 Please indicate the Total number of employees
goods and services from local & small producers, of the Company.
including communities surrounding their place 3048 employees
of work?
The Company gives preference to local and small 3.2 Please indicate the Total number of employees
producers which are based near its offices. hired on temporary/ contractual/ casual basis.
702 employees.
2.5 If yes, what steps have been taken to improve
their capacity and capability of local and small 3.3 Please indicate the Number of permanent women
vendors? employees.
Not Applicable 641 permanent women employees
2.6 Does the company have a mechanism to 3.4 Please indicate the Number of permanent
recycle products and waste? If yes what is the employees with disabilities
percentage of recycling of products and waste 11 employees
(separately as <5%, 5-10%, >10%). Also, provide
details thereof, in about 50 words or so. 3.5 Do you have an employee association that is
Yes, it is >10%. The company has a mechanism recognized by management?
to recycle waste, but we don’t deal with product No
recycling as we do not manufacture products.
3.6 What percentage of your permanent employees
Newgen has Policy on Environment Sustainability. is members of this recognized employee
The Company has taken the following initiative to association?
recycle products and waste. Not Applicable
a) Initiated a project to reuse waste-water from 3.7 Please indicate the Number of complaints relating
RO plants in our facilities. This water is used in to child labour, forced labour, involuntary labour,
mopping, cleaning etc. sexual harassment in the last financial year and
pending, as on the end of the financial year.
b) Towards minimizing usage of paper products, S. Category No of No of
the Company has implemented use of ceramic No. complaints complaints
cups & glasses for employees to consume filed during pending as
tea & coffee. Through this step we have the financial on end of the
eliminating the usage of paper products for year financial year
tea/coffee machines leading to less wastage. i. Child labour/forced Nil Nil
labour/involuntary
c) We have worked towards stopping Single labour
Use Plastic products and in our cafeteria, we ii. Sexual harassment 1 Nil
are no more using plastic products for daily iii. Discriminatory Nil Nil
consumption. employment
d) We have also entered into an agreement with 3.8 What percentage of your under mentioned
one NGO for recycling of paper. We are collecting employees were given safety & skill up-gradation
all waste papers/newspaper and giving to that training in the last year? (Skill upgradation
NGO, who in lieu of these waste-paper would training info can be taken from L&D team – total
provide us recycled stationary products free number of training days during the year)
of cost. At the same time, they plant a tree on Total Number of training during the year: 135
56
(a) Permanent Employees participant: 45%

Newgen has a Policy on Environmental
COMPANY OVERVIEW
(b)
Permanent Women Employees participant: Sustainability and we strive to achieve Excellence
49% in Environmental Sustainability in its area of
operations by:
(c) Casual/Temporary/Contractual Employees: 14%
(d) Employees with Disabilities: 50% a) Integrating Environmental considerations into
our all areas of operations, taking into account
Principle 4: our environmental risks, responsibilities and
4.1 Has the company mapped its internal and organizational capability.
external stakeholders? Yes/No b)
Reducing our Ecological footprint through
Yes, the key stakeholders of the Company include optimized utilization of natural resources
STATUTORY REPORTS
– Customers, Shareholders/ Investors, Banks, including land, water and by ensuring the
Employees, Suppliers and Business Partners. responsible use of energy throughout our
operations including conserving energy,
4.2 Out of the above, has the company identified improving energy efficiency, and giving
the disadvantaged, vulnerable & marginalized preference to renewable over non-renewable
stakeholders? energy wherever feasible.
Yes
c) Reducing and working towards the elimination
of the use of plastic products by becoming
4.3 Are there any special initiatives taken by the
Plastic Free.
company to engage with the disadvantaged,
vulnerable and marginalized stakeholders. If so, d) Introducing more sustainable and green
provide details thereof, in about 50 words or so. products.
Yes. For detail description, kindly refer the annexure e) Preventing pollution and minimizing all type
7 of the Board’s Report relating to CSR activities. of waste by adopting Reduce-Reuse-Recycle
philosophy.
Principle 5:
5.1 Does the policy of the Company on human rights 6.3 Does the company identify and assess potential
cover only the company or extend to the Group/ environmental risks? Y/N
Joint Ventures/Suppliers/Contractors/NGOs/ Yes, Company has identified the potential
Others? environmental risks and for an initiative the Company
The principles stated in our code and policies has implemented the Environment Sustainability
which include respect for human rights and dignity Policy.
of all stakeholders, extend to the group, suppliers
and all those who work with us. 6.4 Does the company have any project related to
Clean Development Mechanism? If so, provide
5.2 How many stakeholder complaints have been details thereof, in about 50 words or so. Also,
received in the past financial year and what if yes, whether any environmental compliance
percent was satisfactorily resolved by the report is filed?
management? Not Applicable
One complaint is received under Prevention of
Sexual Harassment Policy during the past financial 6.5 Has the company undertaken any other initiatives
year and the same was resolved. No complaint on – clean technology, energy efficiency,
related to violation of fundamental human rights of renewable energy, etc. Y/N, If yes, please give
individuals was received during the financial year. hyperlink for web page etc.
Yes.
Principle 6:
6.1 Does the policy related to Principle 6 cover only Following initiatives are taken by the Company: -
the company or extends to the Group/Joint
a) PNG Genset capacity of 125 KVA for
Ventures/Suppliers/Contractors/NGOs/others.
emergency efficiency.
Yes. Policies cover the activities in the Company,
its wholly-owned subsidiaries and also extend to b) Solar panel capacity of 19 KVA installed for
suppliers, contractors, NGOs and others. renewable Energy.
6.2 Does the company have strategies/ initiatives 6.6 Are the Emissions/Waste generated by the
to address global environmental issues such as company within the permissible limits given
climate change, global warming, etc.? Y/N. If by CPCB/SPCB for the financial year being
yes, please give hyperlink for webpage etc. reported?
Yes. Yes
57
6.7 Number of show cause/ legal notices received 8.5 Have you taken steps to ensure that this
from CPCB/SPCB which are pending (i.e. not community development initiative is successfully
resolved to satisfaction) as on end of Financial adopted by the community? Please explain in 50
Year. words, or so.
Nil To ensure that initiatives are benefiting the
targeted stakeholders and the learning of the same
Principle 7: are adopted by the community, a comprehensive
7.1 Is your company a member of any trade and plan has been created. In 2019-20, the initiatives
chamber or association? If Yes, Name only those were planned considering indirect stakeholders
major ones that your business deals with: of the program so as to involve them in the
Yes, we are member of Nasscom and CII. We are program. Example, for our NDDP program, we
also member in few banking associations in US are also involving mothers of our beneficiaries
regions such as ABA etc. and providing them with the digital learning
experience by generating awareness on various
7.2 Have you advocated/lobbied through above
thematic areas.
associations for the advancement or improvement
of public good? Yes/No; if yes specify the broad Principle 9:
areas (drop box: Governance and Administration, 9.1 What percentage of customer complaints/
Economic Reforms, Inclusive Development
consumer cases are pending as on the end of
Policies, Energy security, Water, Food Security,
financial year.
Sustainable Business Principles, Others)
There are no consumer cases as on the end of
No
financial year.
Principle 8:
9.2 Does the company display product information
8.1 Does the company have specified programmes/
on the product label, over and above what is
initiatives/projects in pursuit of the policy
mandated as per local laws? Yes/No/N.A. /
related to Principle 8? If yes details thereof.
Remarks (additional information)
Yes, please refer question number 3 of Principle 4
Not Applicable, as the Company is in the business
of this report.
of IT and software related services.
8.2 Are the program/projects undertaken through
9.3 Is there any case filed by any stakeholder
in-house team/own foundation/external NGO/
against the company regarding unfair trade
government structures/any other organization?
The Company’s CSR program/projects are being practices, irresponsible advertising and/or anti-
implemented through directly by the in-house CSR competitive behavior during the last five years
team and often some initiatives are being executed and pending as on end of financial year. If so,
on ground with the help of Non-governmental provide details thereof, in about 50 words, or so.
Organizations/ Trainers/ agencies working on the There are no cases alleging unfair trade practice,
areas of our focus. irresponsible advertising and/ or anti-competitive
behavior.
8.3 Have you done any impact assessment of your
initiative? 9.4 Did your company carry out any consumer
Yes. After completion of five years of the core CSR survey/ consumer satisfaction trends?
initiative, Newgen Digital Discovery Paathshala, We interact with our clients on a regular basis
a comprehensive CSR impact assessment was and across multiple platforms. In addition, on an
conducted by a third party in FY 2018-19. In annual basis, we conduct a Consumer Satisfaction
addition, yearly progress tracking is conducted. As Survey through a third-party agency. This helps
for the partner programs, NGOs are liable to track the organization in incorporating the feedback
the impact and yearly progress of the initiatives that and take improvement actions accordingly.
are being implemented by the them on ground.
8.4 What is your company’s direct contribution to
community development projects- Amount in Sd/-
INR and the details of the projects undertaken? Diwakar Nigam
For details, kindly refer annexure 7 of the Board’s Date: 26th May 2020 Chairman & Managing Director
Report relating to CSR activities. Place: New Delhi DIN: 00263222
58
Report on Corporate Governance Annual Report 2019-20
Annexure 9
COMPANY OVERVIEW
REPORT ON CORPORATE GOVERNANCE
I. COMPANY’S PHILOSOPHY ON CORPORATE is managed by the Board of Directors in co-

GOVERNANCE: ordination with the team of Senior Management
Your Company’s Corporate Governance is driven Personnel.
STATUTORY REPORTS
by high level of transparency, integrity, honesty
and accountability in conduct of its businesses and (i) As at 31st March 2020, the Board comprises
it places utmost prominence towards regulatory of 7 (seven) Directors, out of which 3 (three)
compliances. At Newgen, Corporate Governance Directors are Executive Directors and 4
means efficient working of Board of Directors, (four) Directors are Non-executive Directors.
Management reviews, strong control procedures All the 4 (four) Non-Executive Directors are
and a guiding culture for employees. Your Company Independent Directors including one woman
always strives to adopt best practices and remains Independent Director and free from any
up-to-date with the continuous development in business or other relationship that could
the Corporate Governance Practices. materially influence their judgment. As at 31st
March 2020, there are no institutional nominee
Certain principles of our Corporate Governance director on the Board of the Company.
Philosophy are:
(ii) All the Independent Directors have confirmed
• Appropriate composition and size of the Board, that they meet the criteria of independence
with each member bringing in expertise in their as laid down under the Act, and SEBI Listing
respective domains; Regulations. The Company has issued formal
letters of appointment to Independent
• Transparency and independence in the functions Directors, whenever required, in the manner
of the Board. Availability of information to the as provided in the Act. In the opinion of the
members of the Board and Committees of the Board, all the Independent Directors satisfy
Board to enable them to discharge their fiduciary the criteria of independence and fulfil all the
duties; conditions as defined under the Act and SEBI
Listing Regulations. The profiles of Directors
• Operating in a sound system of internal control are available on the Company’s website:
and risk management with a thrust on integrity https://newgensoft.com.
and accountability;
(iii)
None of the Directors on the Board holds
• Timely and adequate disclosure of all material directorships in more than ten public
information to all stakeholders; companies (Listed or Unlisted). None of
the Independent Directors serves as an
• Compliance of applicable laws, rules, regulations independent director on more than seven
and guidelines (including amendments from time- listed entities. Necessary disclosures about
to-time). their Directorship(s) and status of Committee’s
Membership(s)/ Chairpersonship(s) in other
II. BOARD OF DIRECTORS: Companies (Listed or Unlisted) have been
The composition of the Board is in conformity timely informed by the Directors.
with the requirements of the Companies Act, 2013
(the “Act”) including the rules framed thereunder (iv) The names and categories of the Directors on
and SEBI (Listing Obligations and Disclosure the Board, their attendance in the previous
Requirements) Regulations, 2015 (“SEBI Listing Annual General Meeting (“AGM”), number of
Regulations”). The composition of the Board Directorship(s) and the status of Committee
represents an optimal mix of professionalism, Membership(s)/ Chairperson(s) held by them
knowledge, experience and enables the Board in other Companies (Listed or Unlisted), as at
to discharge its responsibilities and provide 31st March 2020 are given herein below:
effective leadership to the business. The Company
59
Name of the Category of Director Whether Number of Number of Chairmanship(s)

Director attended last Directorship(s) Membership(s) of Committee(s)
AGM held on in other of Committee(s) in other
7th August, Companies#1 in other Companies#2
2019 Companies#2
Mr. Diwakar Nigam Promoter/ Executive/ Yes 1 0 0
Chairman and Managing
Director
Mr. T. S. Varadarajan Promoter/ Executive/ Whole - Yes 3 0 0
Time Director
Ms. Priyadarshini Promoter Group/ Executive/ Yes 1 0 0
Nigam Whole - Time Director
Mr. Kaushik Dutta#3 Non – Executive/ Yes 8 2 2
Mr. Saurabh Non – Executive/ Yes 7 3 1
Srivastava Independent Director
Mr. Subramaniam Non – Executive/ Yes 1 0 0
Ramnath Iyer Independent Director
Ms. Padmaja Non – Executive/ NA 1 0 0
Krishnan#4 Independent Director
#1
bove list of other Directorship(s) is based on the declaration given by respective Director(s) and does not include
A
Directorship(s) in Foreign company and Section 8 company under the Act.
#2
Committees considered are Audit committee & Stakeholders’ Relationship Committee of Listed Company/Companies only,
excluding that of Newgen Software Technologies Limited.
#3
Mr. Kaushik Dutta has been re-appointed as an Independent Director for a second term of five years with effect from 09th July,
2019.
#4
Ms. Padmaja Krishnan has been appointed as an Additional Director in the category of Non-Executive, Independent Director
effective from 24th March 2020.
(v) Details of Directorship(s) held by the Directors on the Board in other Listed Companies during the financial
year 2019-20:
Name of the Director Name of Other Listed Companies Category of Directorship(s) in

such other listed Companies
Mr. Diwakar Nigam Nil Nil
Mr. T.S. Varadarajan Nil Nil
Ms. Priyadarshini Nigam Nil Nil
Mr. Kaushik Dutta 1. HCL Infosystems Limited 1. Independent Director
2. New Delhi Television Limited 2. Independent Director
Mr. Saurabh Srivastava 1. Dr. Lal Pathlabs Limited 1. Independent Director
2. Info Edge (India) Limited 2. Independent Director
Mr. Subramaniam Ramnath Iyer Nil Nil
Ms. Padmaja Krishnan Nil Nil
(vi) During the Financial Year 2019-20, 5 (five) meetings of the Board of Directors were held, the details of
attendance of each Director at the Board meetings are given below:
Name of the Category of the Date(s) of the Board meeting#1

Director Director 15.05.2019 24.07.2019 22.10.2019 21.01.2020 24.03.2020
Mr. Diwakar Promoter/ Executive/ Yes Yes Yes Yes Yes
Nigam Chairman and
Managing Director
Mr. T.S. Promoter/ Executive/ Yes Yes Yes Yes Yes
Varadarajan Whole - Time Director
Ms. Promoter Group/ Yes No Yes Yes Yes
Priyadarshini Executive/ Whole –
Nigam Time Director
60
Name of the Category of the Date(s) of the Board meeting#1
COMPANY OVERVIEW
Director Director 15.05.2019 24.07.2019 22.10.2019 21.01.2020 24.03.2020
Mr. Kaushik Non – Executive/ Yes Yes Yes Yes Yes
Dutta Independent Director
Mr. Saurabh Non – Executive/ Yes Yes Yes Yes Yes
Mr. Non – Executive/ Yes Yes Yes Yes Yes
Subramaniam Independent Director
Ramnath Iyer
Ms. Padmaja Non – Executive/ NA NA NA NA NA
Krishnan#2 Independent Director
STATUTORY REPORTS
#1
Including attendance by Videoconference.
#2
Ms. Padmaja Krishnan is appointed as an Additional Director in the category of Non-Executive, Independent Director with
effect from 24th March 2020.
(vii) The Board is updated on the discussions held at the Committee meetings and the recommendations made
by various Committees.
(viii) Disclosure of relationship between Director(s) inter-se:

Except Mr. Diwakar Nigam and Ms. Priyadarshini Nigam, none of the Director is related to any other Director(s).
Ms. Priyadarshini Nigam, Whole-time Director, is spouse of Mr. Diwakar Nigam who is the Chairman & Managing
Director of the Company.
(ix) As at 31st March 2020 none of the Non-Executive Directors holds Equity Shares of the Company, and the
Company does not have any outstanding convertible instruments.
(x) The table below summarizes the key skills/expertise/competencies which are currently possessed by the
Directors of the Company:
The Board of Directors of the Company comprises professionals of eminence and stature drawn from diverse
fields. They collectively bring to the fore a wide range of skills and experience, which uplifts the quality of the
Board’s decision-making.
All the board members take active part at the Board and Committee Meetings and provide valuable guidance
to the Management on various aspects of business, governance and compliance, amongst others.
S. Name of the Director Skill/ expertise/ competence

No.
1. Mr. Diwakar Nigam Qualifications: Bachelor’s degree in Science from the University of Allahabad; Master’s
(Chairman & degree in Science (Mathematics) from IIT, Delhi and Master’s degree in Technology
Managing Director) (Computer Science) from IIT, Madras.
Mr. Diwakar Nigam is one of the Promoter of the Newgen Software Technologies
Limited and has been on our Board since 1st April 1993 and over the years he has made
significant contributions to the Company’s growth and development.
Prior to joining Newgen, he founded Softek and was associated with it for about 12
years. He has more than 35 years of experience in the information technology industry.
2. Mr. T.S. Varadarajan Qualifications: Bachelor’s in Science from the Bangalore University; a bachelor’s degree
(Whole-time Director) in Engineering (Electrical Technology) from the Indian Institute of Science, Bengaluru
and Master’s degree in Technology (Computer Science) from IIT, Madras.
Mr. T. S. Varadarajan is one of the Promoter of the Newgen Software Technologies
Limited and he has been on our Board since its incorporation and over the year he has
made significant contributions to the Company’s growth and development.
Prior to promoting Newgen, he promoted Softek Private Limited and was associated
with it for about 12 years. He has more than 35 years of experience in the field of
software designing and development.
3. Ms. Priyadarshini Qualifications: Holds Bachelor’s and Master’s degree in Economics.
Nigam
Ms. Priyadarshini Nigam has been on our Board since 20th September 1997. She is also
(Whole-time Director)
the Chairperson of CSR Committee of the Board.
61
S. Name of the Director Skill/ expertise/ competence

No.
She has previously been a freelance journalist and has published articles in South- North
News Service and Depthnews Press Foundation Asia. She has more than 10 years of
experience in the field of journalism.
4. Mr. Kaushik Dutta Qualifications: Graduated in Commerce from St. Xavier’s College, University of Calcutta.
(Non-executive, Fellow Member of the Institute of Chartered Accountants of India.
Independent Director) Mr. Kaushik Dutta is a non-executive, Independent Director of the Company. He previously
served as Partner of Lovelock and Lewes and Price Waterhouse, Bengaluru. He has served
as an expert with the Indian Institute of Corporate Affairs and Serious Fraud Investigation
Office of the Ministry of Corporate Affairs. He is the founder and co-director of Thought
Arbitrage Research Institute. He has more than 25 years of experience in the field of finance
and accounting and is the author of Handbook of Independent Directors upholding the
moral compass, co-author of Corporate Governance - myth to reality, India means business
- how the elephant earned its stripes and contributing author of CR Datta and Company
Law (VII edition).
He has been enrolled with the Independent Director’s Databank of IICA for a period of
lifetime and pursuant to the provisions of the Act the online proficiency self-assessment test
to be passed by an Independent Director who has been enrolled under the databank within
a period of one year from the date of inclusion of his name is under process, which shall be
completed within the above said time period.
5. Mr. Saurabh Srivastava Qualifications: An alumnus of the Indian Institute of Technology, Kanpur and the Harvard
(Non-executive, University, USA.
Independent Director) Mr. Saurabh Srivastava is a non-executive, Independent Director of the Company. He has
also been awarded Padma Shri by the Government of India.
He is one of India's leading IT entrepreneurs, angel investors and venture capitalists. He is
a founder director of Indian Angel Network and a former chairman of NASSCOM. He has
more than 40 years of experience in the field of Information Technology.
He has been enrolled with the Independent Director’s Databank of IICA for a period of one
year and pursuant to the provisions of the Act passing of online proficiency self-assessment
test by an Independent Director within a period of one year from the date of inclusion of his
name in the data bank is not applicable on him.
6. Mr. Subramaniam Qualifications: A qualified Chartered Accountant, Company Secretary and Cost Accountant
Ramnath Iyer and holds bachelor’s degree in Commerce from Shri Ram College of Commerce, University
(Non-executive, of Delhi.
Independent Director) Mr. Subramaniam Ramnath Iyer is a non-executive, Independent Director of the Company. He
is a consultant and advisor to business entities in various aspects of finance and corporate
laws as founder director of Amtrak Consultants Private Limited. He has more than 38 years
of experience in the fields of finance, accounting and corporate law.
He has been enrolled with the Independent Director’s Databank of IICA for a period of
lifetime and pursuant to the provisions of the Act the online proficiency self-assessment
test, to be passed by an Independent Director who has been enrolled under the databank
within a period of one year from the date of inclusion of his name, has been passed by him
in April 2020 with 80% marks.
7. Ms. Padmaja Krishnan Qualifications: Bachelor’s degree in Science (Physics) and Master’s degree in Science
Additional Director (Physics) from the University of Delhi; Master’s in Philosophy (Computer & Systems Sciences)
(in the category of from the School of Computer & Systems Sciences, Jawaharlal Nehru University, New Delhi.
Independent Director) Ms. Padmaja Krishnan is a certified coach at Marshall Goldsmith Stakeholder Centered
Coaching, a certified TickIT Lead Assessor from UK, a Certified Corporate Director by
Institute of Directors and acts as a Guest Faculty for MBA programs at FMS, BIMTECH and
NIFM.
She has more than 40 years of experience in the IT industry and worked with TCS,
Dell-Perot Systems, Genisys Group, Sopra-Steria & CSC.
She has been enrolled with the Independent Director’s Databank of IICA for a period of
lifetime and pursuant to the provisions of the Act the online proficiency self-assessment
test, to be passed by an Independent Director who has been enrolled under the databank
within a period of one year from the date of inclusion of her name, is under process which
shall be completed within the above said time period.
None of the Directors have attained the age of 75 (Seventy five) years, as on date of this Report.
62
III. INDEPENDENT DIRECTORS: Meetings with Company’s officials have
COMPANY OVERVIEW
At Newgen, the appointment of Independent been arranged as and when necessary to
Directors is carried out in a structured manner understand the business and operations
in accordance with the provisions of the Act and of the Company. The presentations at the
the SEBI Listing Regulations. The Nomination & Board meetings include updates on the
Remuneration Committee of the Board identifies industry, business operations and financial
candidates based on certain laid down criteria performance, working capital management,
and takes into consideration the need for senior management changes, compliances,
diversity of the Board and accordingly makes its cash flow, budgets, operation of the Company
recommendations to the Board. and of its subsidiaries.
STATUTORY REPORTS
Independent Directors play a significant role in the The details of familiarisation program of the
governance processes of the Board. By virtue of Independent Directors can be found on the
their varied experience & expertise, they enrich Company’s website: https://newgensoft.com.
the Board’s decision-making and prevent possible
conflicts of interest that may emerge in such IV. COMPOSITION OF COMMITTEES OF THE
decision-making. BOARD:

The Committees of the Board play an
(i) Meeting of Independent Directors: indispensable role in the governance structure
The Independent Directors met once during of the Company. These Committees are set up
the financial year ended 2019-20 on 14th under the formal approval of the Board to carry
May 2019, without the presence of Non- out clearly defined roles which are considered
Independent Directors or Management to be performed by Members of the Board,
representatives. Independent Directors, inter as a part of good governance practice. The
alia, evaluated: Chairman of each Committee briefs the Board
on the important deliberations and decisions
a)
the performance of the Chairperson of
of the respective Committees. The minutes
the Company taking into account the
of the meetings of all Committees are placed
views of the Executive and Non-executive
before the Board for noting. Special invitees are
Directors; and
invited to join the meetings of the Committee as
b)
the performance of non-independent considered appropriate by the Chairman of the
Directors and the Board of Directors as a Committee.
whole.
There are total five (5) Board Committees as on
In addition, they also discussed the issues 31st March 2020 comprising four (4) mandatory/
arising out of Committee Meetings and Board statutory committees and one (1) non-statutory
discussion including the quality, quantity committee that have been constituted considering
and timely flow of information between the best practices in Corporate Governance
the Company Management and the Board, and in the best interest of the Company. These
which are essential for the Board members Committees review, discuss and monitor the
to effectively and reasonably perform their activities falling within their terms of reference, the
duties. details of which are provided below:
(ii) The details of the familiarisation 1) Audit Committee:

program for Independent Directors are
The Audit Committee is entrusted with
given below: the responsibility to assists the Board in
With a view to familiarise the Independent administration of the Company’s financial
Directors, the Company arranged programs reporting, internal & external audit functions,
to familiarise the Independent Directors risk management and internal control system.
with the Company, their roles, rights and The Committee acts as a link between the
responsibilities in the Company, nature of Management, Auditors and the Board of
the industry in which the Company operates, Directors. The Committee is constituted in
business model of the Company, etc. accordance with the provisions of Section 177
of the Act and Regulation 18 read with Part D
The Company has divided the familiarisation of Schedule-II of the SEBI Listing Regulations.
initiatives in two parts viz, orientation program All members of the Audit Committee are
upon induction of new independent director financially literate and bring in expertise in the
and other initiatives to update the directors fields of Finance, Taxation and business of the
on a continuing basis. Company.
63
A. Terms of reference: d) significant adjustments made in the

The terms of reference of the Audit Committee are financial statements arising out of
as set forth below: audit findings;
• Powers of Audit Committee e)

compliance with listing and other
The Audit Committee shall have powers, legal requirements relating to
including the following: financial statements;
(1) To investigate any activity within its terms f)

disclosure of any related party
of reference; transactions; and
(2) To seek information from any employee; g) modified opinion(s) in the draft audit
report.
(3) To obtain outside legal or other
professional advice; and (6)
Reviewing, with the management, the
quarterly, half-yearly and annual financial
(4)
To secure attendance of outsiders
statements before submission to the
with relevant expertise, if it considers
Board for approval;
necessary.
(7)
Reviewing, with the management, the
• Role of Audit Committee statement of uses / application of funds
The role of the Audit Committee shall include raised through an issue (public issue,
the following: rights issue, preferential issue, etc.), the
statement of funds utilized for purposes
(1) Oversight of the Company’s financial
other than those stated in the offer
reporting process and the disclosure of
document / prospectus / notice and
its financial information to ensure that
the report submitted by the monitoring
the financial statements are correct,
agency monitoring the utilisation of
sufficient and credible;
proceeds of a public or rights issue, and
(2)
Recommendation for appointment, re- making appropriate recommendations to
appointment, replacement, remuneration the Board to take up steps in this matter;
and terms of appointment of auditors
(8)
Reviewing and monitoring the auditor’s
of the Company and the fixation of the
independence and performance, and
audit fee;
effectiveness of audit process;
(3) Approval of payment to statutory
(9) Approval of any subsequent modification
auditors for any other services rendered
of transactions of the Company with
by the statutory auditors;
related parties and omnibus approval for
(4) Reviewing, the financial statements with related party transactions proposed to
respect to its unlisted Subsidiary(ies), be entered into by the Company, subject
in particular investments made by such to the conditions as may be prescribed;
subsidiary(ies) of the Company;
Explanation: The term “related party transactions”
(5)
Reviewing, with the management, the shall have the same meaning as provided in Clause
annual financial statements and auditor’s 2(zc) of the SEBI Listing Regulations and/or the
report thereon before submission to applicable Accounting Standards and/or the Act.
the Board for approval, with particular (10) Scrutiny of inter-corporate loans and
reference to: investments;
a) matters required to be included in the (11) Valuation of undertakings or assets of the
Directors’ Responsibility Statement Company, wherever it is necessary;
to be included in the Board’s report
in terms of clause (c) of sub-section (12) Evaluation of internal financial controls
3 of section 134 of the Companies and risk management systems;
Act, 2013; (13) Reviewing, with the management,
b) changes, if any, in accounting policies performance of statutory and internal
and practices and reasons for the auditors, adequacy of the internal control
same; systems;
c) major accounting entries involving (14) Reviewing the adequacy of internal audit
estimates based on the exercise of function, if any, including the structure of
judgment by management; the internal audit department, staffing
64
and seniority of the official heading the mechanism to report genuine concerns in
COMPANY OVERVIEW
department, reporting structure coverage appropriate and exceptional cases;
and frequency of internal audit;
(22) Carrying out any other functions required
(15) Discussion with internal auditors of any to be carried out by the audit committee
significant findings and follow up there in terms of applicable law.
on;
The Audit Committee shall mandatorily review the
(16) Reviewing the findings of any internal following information:
investigations by the internal auditors
a)
Management discussion and analysis of
into matters where there is suspected
financial condition and results of operations;
fraud or irregularity or a failure of internal
STATUTORY REPORTS
control systems of a material nature and b) Statement of significant related party
reporting the matter to the board; transactions (as defined by the audit
committee), submitted by management;
(17) Discussion with statutory auditors before
the audit commences, about the nature c) Management letters / letters of internal
and scope of audit as well as post- control weaknesses issued by the statutory
audit discussion to ascertain any area of auditors;
concern;
d) Internal audit reports relating to internal
(18) Looking into the reasons for substantial control weaknesses;
defaults in the payment to depositors,
e)
The appointment, removal and terms of
debenture holders, shareholders (in case
remuneration of the Chief Internal auditor shall
of non-payment of declared dividends)
be subject to review by the audit committee;
and creditors;
and
(19) Recommending to the board the
f) Statement of deviations in terms of the SEBI
appointment and removal of the external
Listing Regulations:
auditor, fixation of audit fees and approval
for payment for any other services; • Quarterly statement of deviation(s)
including report of monitoring agency,
(20) Reviewing the functioning of the whistle
if applicable, submitted to stock
blower mechanism;
exchange(s) in terms of the SEBI listing
(21) Overseeing the vigil mechanism regulations;
established by the Company, with the
• Annual statement of funds utilised for
Chairman of the Audit Committee directly
purposes other than those stated in the
hearing grievances of victimization of
offer document/prospectus/notice in
employees and directors, who used vigil
terms of the SEBI Listing Regulations.
B. Composition of the Audit Committee during the Financial Year 2019-20:

Name of the Committee Member Category & Designation Chairman/ Member
Mr. Kaushik Dutta Non-Executive, Independent Director Chairman
Mr. Saurabh Srivastava Non-Executive, Independent Director Member
Mr. Subramaniam Ramnath Iyer Non-Executive, Independent Director Member
C. Attendance of the members at the Audit Committee meeting held during the Financial Year
2019-20:
During the Financial Year 2019-20, 5 (five) meetings of the Audit Committee were held. The attendance of
the members of the Committee at the meetings are as below:
Name of the Category & Date(s) of the meeting and attendance

Committee Designation 14.05.2019 24.07.2019 22.10.2019 21.01.2020 24.03.2020
Member
Mr. Kaushik Dutta Non-Executive, Yes Yes Yes Yes Yes
Mr. Saurabh Non-Executive, Yes Yes Yes Yes Yes
Mr. Subramaniam Non-Executive, Yes Yes Yes Yes Yes
Ramnath Iyer Independent Director
The necessary Quorum was present at all the meetings and all the meetings were held within prescribed time gap.
65
2) Nomination & Remuneration Committee: accordance with the criteria laid down,
The Committee is constituted in accordance with and recommend to the Board their
the provisions of Section 178(3) of the Act and appointment and removal and shall
Regulation 19(4) read with Part D of Schedule-II of carry out evaluation of every director’s
the SEBI Listing Regulations. performance (including independent
director);
A. The terms of reference of the
Nomination & Remuneration • Recommend to the Board, all
Committee: remuneration, in whatever form, payable
The Nomination & Remuneration Committee to senior management;
shall be responsible for, among other things,
as may be required by the stock exchanges • Whether to extend or continue the term
from time to time, the following: of appointment of the independent
director, on the basis of the report of
• Formulation of the criteria for performance evaluation of directors; and
determining qualifications, positive
attributes and independence of a • Carrying out any other functions/ role
director and recommend to the Board, a as required to be undertaken by the
policy relating to the remuneration of the Nomination & Remuneration Committee
directors, key managerial personnel and under applicable law and/ or by the
other employees; Board of Directors of the Company;

The Nomination & Remuneration • Administer and implement any Employee
Committee, while formulating the above based benefit plan including but not
policy, should ensure that: limited to Stock Options Scheme (ESOP)/
Plan, RSU, SAR etc, including:
• the level and composition of
remuneration be reasonable and a) Delegation of duties and powers in
sufficient to attract, retain and whole or in part as it determines, to
motivate directors of the quality one or more officers of the Company
required to run the Company and/ or to any one or more sub-
successfully; committees in respect of aforesaid
Plan;
• relationship of remuneration
to performance is clear and b)
To choose eligible employees for
meets appropriate performance grant of options and formulate the
benchmarks; and detailed terms and conditions of the
scheme or plan;
• remuneration to directors, key
managerial personnel and senior c) To meet at such intervals as may be
management involves a balance required for consideration of grant of
between fixed and incentive pay options/units under aforesaid Plan;
reflecting short and long term
performance objectives appropriate d) To take decision about the criteria of
to the working of the Company and employees to whom shares, under
its goals. any aforesaid Plan, to be directly
issued or through transfer of shares
• Formulation of criteria for evaluation of from trust as may be set up under
independent directors and the Board; respective scheme or plan;
• Devising a policy on Board diversity; e) To do all such other act and matters
as may be provided in any aforesaid
• Identifying persons who are qualified Plan and empowered by the Board
to become directors and who may be of Directors time to time.
appointed in senior management in
66
B. Composition of the Nomination & Remuneration Committee during the Financial Year
COMPANY OVERVIEW
2019-20:
Mr. Subramaniam Ramnath Iyer Non-Executive, Independent Director Chairman
Mr. Saurabh Srivastava Non-Executive, Independent Director Member
Mr. Kaushik Dutta Non-Executive, Independent Director Member
C. Meetings and attendance of the Nomination & Remuneration Committee meeting held
during the Financial Year 2019-20.
During the Financial Year 2019-20, 2 (two) meetings of Nomination & Remuneration Committee were
held. The attendance of the members of the Committee at the meetings are as below:
STATUTORY REPORTS
Name of the Committee Member Category & Designation Date(s) of the meeting/
Attendance
14.05.2019 24.03.2020
Mr. Subramaniam Ramnath Iyer Non-Executive, Independent Director Yes Yes
Mr. Saurabh Srivastava Non-Executive, Independent Director Yes Yes
Mr. Kaushik Dutta Non-Executive, Independent Director Yes Yes
The necessary Quorum was present at the meeting and all the meetings were held within maximum prescribed
time gap.
D. Board Annual Evaluation: of executive directors and non-executive

Pursuant to the provisions of the Act and directors. The performance evaluation of the
SEBI Listing Regulations, the Board of Independent Directors was carried out by the
Directors in consultation with the Nomination entire Board. All the Directors expressed their
& Remuneration Committee has carried out satisfaction with the evaluation process.
the annual performance evaluation of its own
performance, Committees of the Board and E. Details of the Remuneration of
Individual Director. The performance of the Directors:
Board was evaluated by the Board itself after The policy for setting out the criteria of
seeking the inputs from all the directors on making payments to Non-Executive Directors
can be found on the Company’s website:
the basis of the criteria such as structure &
https://newgensoft.com.
composition of Board Culture, effectiveness of
Board processes, functioning, execution and
The details of specific service contracts, if
performance of specific duties, obligations
any, notice period and severance fees etc. are
and governance etc. The performance of
governed by the appointment letter issued
Committees was evaluated by the Board after
to respective Director at the time of his / her
seeking inputs from respective committee
appointment.
members on the basis of the criteria such
as composition of committees, effectiveness (i) Pecuniary transactions with Non-
of committee meetings, and quality of Executive Directors:
recommendation to the Board, etc. The Non-Executive Independent
Directors were paid remuneration in the
The Board and the Nomination & Remuneration form of sitting fee for attending meetings
Committee reviewed the performance of the of the Board and the Committees as
individual directors on the basis of the criteria well as commission on profits thereof as
such as the contribution of the individual approved by the Board and members of
director to the Board and Committee meetings the Company. The remuneration paid to
like preparedness on the issues to be discussed, the Non-Executive Independent Directors
meaningful and constructive contribution and are within the threshold limit prescribed
inputs in meetings, etc. In addition, the Chairman under the provisions of the Act and SEBI
was also evaluated on the key aspects of his Listing Regulations.
role. In a separate meeting of Independent
Directors, performance of Non-Independent There has been no pecuniary relationship
Directors, performance of the Board as a or transactions of the Non-executive
whole and performance of the Chairman Independent Directors vis-à-vis the
was evaluated, taking into account the views Company during the year except as
stated below:
67
(` in Lakhs)
Name Sitting Fees Commission on Profit Other Expenses
reimbursed, if any
Mr. Kaushik Dutta 14,00,000 16,66,667 Nil
Mr. Saurabh Srivastava 13,00,000 16,66,667 Nil
Mr. Subramaniam Ramnath Iyer 14,00,000 16,66,667 Nil
Ms. Padmaja Krishnan* NA NA NA
*Ms. Padmaja Krishnan has been appointed as an Additional Director in the category of Non-Executive Independent Director
with effect from 24th March 2020.
(ii) Executive Directors:

The remuneration drawn by the Executive Directors during the Financial Year 2019-20 is set out below.
The remuneration paid to the Executive Directors is in accordance with the provisions of the Act and
SEBI Listing Regulations.
(` in Lakhs)
PARTICULARS NAME OF THE EXECUTIVE DIRECTORS
Diwakar Nigam T.S. Varadarajan Priyadarshini Nigam
Salary 203.26 96.00 47.18
Benefits, Perquisites & Allowances 0.73 1.57 0.40
Commission 75.00 45.00 30.00
Performance linked incentive and - - -
criteria of making such payment
Bonus - - -
ESOPs - - -
Total 278.99 142.57 77.58
3) Stakeholders’ Relationship Committee: c) To Issue duplicate certificates and new

The Stakeholder’s Relationship Committee of the certificates on split/consolidation/
Board consider and resolves the grievances of renewal, etc.; and delegate other officers
Stakeholders of the Company including complaints of the Company to issue duplicate share
related to transfer of shares, non-receipt of annual certificates as it deems fit.
report or non- receipt of declared dividends,
ensuring expeditious share transfer process, d)
Review of adherence to the service
evaluating performance and service standards standards adopted by the Company in
of the Registrar and Share Transfer Agent of the respect of various services being rendered
Company. The constitution of Committee and its by the Registrar & Share Transfer Agent.
composition is in compliance with the Act and
SEBI Listing Regulations. e)
Review of the various measures and
initiatives taken by the Company for
A. The terms of reference of the reducing the quantum of unclaimed
Stakeholders’ Relationship Committee: dividends and ensuring timely receipt
a)
Considering and resolving grievances of dividend warrants/annual reports/
of security holders of the Company statutory notices by the shareholders of
including complaints related to transfer/ the Company.
transmission of shares, non-receipt of
annual report, non-receipt of declared f) Review of measures taken for effective
dividends, issue of new/duplicate exercise of voting rights by shareholders.
certificates, general meetings etc.
g) Allotment of shares.
b)
Building mechanism to redress various
aspect of interest of security holders h)
Carrying out any other functions as
including complaints in respect of allotment may be required from time to time to
of Shares, transfer of Shares, non-receipt of be undertaken by the Stakeholder’s
declared dividends, annual reports, balance Relationship Committee under applicable
sheets of the Company, etc.; law and Board of Directors.
68
B. Composition of the Stakeholders’ Relationship Committee during the Financial Year
COMPANY OVERVIEW
2019-20:
Mr. Subramaniam Ramnath Iyer Non-Executive, Independent Director Chairman
Mr. Diwakar Nigam Chairman and Managing Director Member
Mr. T.S. Varadarajan Whole-time Director Member
C. Meetings and attendance of the Stakeholders’ Relationship Committee meeting held

During the Financial Year 2019-20 1 (one) Stakeholders’ Relationship Committee meeting was held. The
attendance of the members of the Committee at the meeting are as below:
STATUTORY REPORTS
Name of the Committee Member Category & Designation Date(s) of the
meeting/ Attendance
14.05.2019
Mr. Subramaniam Ramnath Iyer Non-Executive, Independent Director Yes
Mr. Diwakar Nigam Chairman and Managing Director Yes
Mr. T.S. Varadarajan Whole-time Director Yes
Mr. Aman Mourya, Company Secretary functions as the Compliance Officer of the Company. He has also
been appointed as the nodal officer in line with statutory requirements. During the financial year 2019-20, 5
(Five) complaints were received from the Investors/Shareholders. The number of pending share transfers and
pending requests for dematerialization as at 31st March 2020 were Nil. Shareholders/Investors complaints and
other correspondence are normally attended to within 30 (Thirty) working days except where constrained
by disputes or legal impediments, if any. All the complaints have been redressed to the satisfaction of the
Investors/Shareholders and none of them were pending as at 31st March 2020.
Particulars Complaints Received Complaints Redressed

Non-receipt of Dividend 5 5
Non-receipt of Annual Report Nil Nil
The above table includes Complaints, if any, received from SEBI SCORES portal (an online redressal portal)
by the Company.
4. Corporate Social Responsibility Committee (CSR):

The role of CSR Committee of the Board includes formulating and recommending to the Board the CSR
Policy and activities to be undertaken by the Company, recommending the amount of expenditure to be
incurred on CSR activities of the Company, reviewing the performance of Company in the area of CSR. The
constitution of Corporate Social Responsibility Committee and its composition and terms of reference are in
compliance with the provisions of the Act.
A. The terms of reference of the Corporate Social Responsibility Committee:

a) To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies
Act 2013;
b) To recommend the amount of expenditure to be incurred on activities referred in the law;
c) To monitor the Corporate Social Responsibility Policy of the Company from time to time;
d) To take decisions and to spend the amount in CSR related activities and projects as defined in the
CSR Policy of the Company.
B. Composition of the Corporate Social Responsibility Committee during the Financial Year
2019-20:
Name of the Committee Member Category & Designation Chairperson/ Member
Ms. Priyadarshini Nigam Whole-time Director Chairperson
Mr. Kaushik Dutta Non-Executive, Independent Director Member
Mr. T.S. Varadarajan Whole-time Director Member
69
C. Meetings and attendance of the Corporate Social Responsibility Committee meeting held
During the Financial Year 2019-20 1 (one) Corporate Social Responsibility Committee meeting was held.
The attendance of the members of the Committee at the meeting are as below:
Name of the Committee Category & Designation Date(s) of the meeting/ Attendance
Member 14.05.2019
Ms. Priyadarshini Nigam Whole-time Director Yes
Mr. Kaushik Dutta Non-Executive, Independent Director Yes
Mr. T.S. Varadarajan Whole-time Director Yes
4. Other Committees b) To provide authorization to open, operate

Apart from the above mandatory/statutory and close the Bank Account/(s) of the
Committees, the Board of Directors has constituted Company, to change the Authorized
the following Functional Committee to raise the Signatories therein from time to time;
level of governance and also to meet the specific and to provide authorization in respect
business needs. of executing/ submitting bank related
documents.
4.1. Finance and Operations Committee:
The Finance and Operations committee has been c) To provide authorization to take on
constituted to oversee the Banking operations, lease/rent/or on Leave and license basis
delegation of operational powers, dealing with the any premises in the ordinary course of
statutory bodies and other finance and routine business or for the purpose of guest
operations that arise in the normal course of the house of the Company and execution of
business. The Committee reports to the Board and agreements, papers and other document
the minutes of these meetings are placed before thereto and to deal with any Government
the Board for information. or semi-government departments/
authorities, local bodies and corporation
A. The terms of reference of the Finance for registration of such agreements/
and Operations Committee: documents with Registrar or Sub-
a) To provide the authorization for Registrar.
applying, negotiating and finalizing,
with the existing/proposed Bankers, the d) To act as per the Investment Policy
sanctioning/renewal of the Temporary approved by the Board of Directors.
/ Ad hoc / Regular Working Capital or
Short-Term Finance / Loan requirements, e) To provide authorization to deal with
whether fund based or non-fund based State, Central Government or Government
(LC/BG), interchangeable or otherwise in authorities, Statutory Corporations,
the ordinary course of business; government undertaking, local bodies.
B. Composition of the Finance and Operation Committee during Financial Year 2019-20:
Mr. T.S. Varadarajan Whole-time Director Chairman
Mr. Diwakar Nigam Chairman & Managing Director Member
Ms. Priyadarshini Nigam Whole-time Director Member
Whereas, Mr. Arun Kumar Gupta is the permanent invitee to this committee.
No meeting of the Finance & Operation Committee was held during the Financial Year 2019-20.
70
V. GENERAL BODY MEETINGS:
COMPANY OVERVIEW
A. ANNUAL GENERAL MEETING (“AGM”)
The AGM of the Company during the preceding 3 (three) years were held at the following venues, dates and
times, wherein the following special resolutions were passed:
AGM Date & Time Venue Details of Special resolutions

of AGM
25th AGM 28.07.2017 at D-152, Okhla 1. Amendment to Newgen Employee Stock Option
4.30 PM Phase-I, New Delhi - Scheme-2014.
110020 2. Approval for extending benefits of Newgen Employee
Stock Option Scheme-2014 to Employees of Subsidiary
STATUTORY REPORTS
Company(s)
3. Authorisation to Newgen ESOP trust for Secondary
Acquisition of Equity Shares.
4. To increase the Authorised Share Capital and consequent
alteration of the Memorandum of Association.
5. Adoption of new set of AOA with requirements of
Companies Act & SEBI Listing Regulation
6. Raising of Capital through IPO
7. Increase in FPI limit to 49% of paid up equity share capital
of the Company.
8. Increase in NRI limit to 24% of paid up equity share capital.
9. Revision of remuneration of Mr. Diwakar Nigam, Managing
Director.
10. Revision of remuneration of Mr. T.S. Varadarajan, Whole-
time Director.
11. Revision of remuneration of Ms. Priyadarshini Nigam,
Whole-time Director.
12. Appointment of Ms. Shubhi Nigam to hold an office or
place of profit.
13. Appointment of Ms. Sonali Nigam to hold an office or
place of profit.
14. To approve & take on record the expiration of Equity
Shares with DVR.
26th AGM 09.08.2018 at NCUI Complex, 1. To Ratify the Newgen Employee Stock Option
11:00 AM 3, Siri Institutional Scheme-2014.
Area, August Kranti 2. To Ratify issuance of Options and extending benefits of
Marg, Hauz Khas, Newgen Employee Stock Option Scheme-2014 to the
New Delhi – 110016 Employees of the Subsidiary Company(s).
3. To Ratify Newgen ESOP Trust for secondary acquisition of
Equity Shares.
27th AGM 07.08.2019 at NCUI Complex, 3, 1. Re-appointment of Mr. T. S. Varadarajan as Whole-time
11:00 AM Siri Institutional Director of the Company for a period of five (5) years
Area, August Kranti
Marg, Hauz Khas,
New Delhi – 110016
No Extraordinary General Meeting was held during the financial year 2019-20.
B. POSTAL BALLOT Both the aforestated Special Resolutions were duly

During the Financial Year 2019-20, the Company passed in accordance with the provisions of the
sought the approval of members by way of Special Act and SEBI Listing Regulations, vide resolution
Resolutions obtained through notice of postal ballot dated 26th June 2019 and the results of which were
dated 15th May 2019 for, Variation in the objects announced on 27th June 2019. M/s Kundan Agrawal
of the Public Issue as stated in the Prospectus & Associates, Practising Company Secretaries, was
of the Company dated 19th January 2018 and re- appointed as the scrutinizer to scrutinize the postal
appointment of Mr. Kaushik Dutta (DIN: 03328890) ballot and remote e-voting process in a fair and
as Non-Executive Independent Director of the transparent manner. The consolidated summary of
Company for a second term of five years. the result of postal ballot / e-voting is as under:
71
Special Resolutions No. of Votes No. of Votes No. of Votes % of Votes % of Votes
Polled Cast in Cast Against Cast in Cast Against
Favour Favour on on Votes
Votes Polled Polled
Variation in the objects stated in 58905108 58904879 229 99.99% 0.01%
the Prospectus of the Company.
Re-appointment of Mr. Kaushik 58905108 58885224 19884 99.97% 0.03%
Dutta as Non-Executive
Independent Director of the
Company for a second term of
five years.
Procedure for Postal ballot: (including remote e-voting) are announced by the
The postal ballot is conducted in accordance with Chairman or any other person, if any, authorised
the provisions contained in Section 108, 110 and by the Chairman within 48 hours of conclusion of
other applicable provisions of the Act read with the voting period. The results are also displayed
the related Rules and SEBI Listing Regulations, the at the registered office and corporate office of
Company provided electronic voting facility to all the Company, intimated to RTA and the Stock
its members, to enable them to cast their votes Exchanges where the Company’s shares are listed
electronically. and also displayed along with the Scrutinizer’s
report on the Company’s website viz. https://
Company engaged the services of Registrar and newgensoft.com. The resolution, (if passed by
Share Transfer Agent (“RTA”) of the Company, requisite majority), shall be deemed to have been
i.e. KFin Technologies Private Limited (formerly passed on the last date specified by the Company
known as Karvy Fintech Private Limited) for for receipt of duly completed postal ballot forms
the purpose of providing e-voting facility. The or e-voting.
Members had the option to vote either by physical
ballot or e-voting. Company dispatched the postal VI. MEANS OF COMMUNICATION:
ballot notice containing draft resolutions together
The Company follows a robust process of
with the explanatory statements, the postal ballot communicating with its stakeholders and investors.
form and self-addressed envelope to its members For this purpose, it provides multiple channels of
whose names appear on the register of members / communications viz. dissemination of information
list of beneficiaries as on cut-off date in electronic on the Stock Exchanges, through Press Releases
form to the email addresses registered with the and Annual Reports, and also, by placing relevant
depository (in case of electronic shareholding)/the information on its website.
Company’s RTA (in case of physical shareholding).
For members whose email IDs are not registered, (i) Quarterly/Half Yearly/Annual Financial
physical copies of the postal ballot notice are sent Results:
by permitted mode along with a postage prepaid During the financial year 2019-20, Company’s
self-addressed business reply envelope. The Quarterly/Half Yearly/Annual Financial Results
Company also publishes notice in the newspapers (Standalone & Consolidated) are published
declaring the details of completion of dispatch as in English daily newspapers having nation-
mandated under the Act and applicable rules. wide circulation and the Hindi translation
of the same is published in local Hindi daily
The Company fixes a cut-off date to reckon paid- newspaper.
up value of equity shares registered in the name
(ii) Annual Report:
of members for the purpose of voting. Members
Annual Report containing audited standalone
may cast their votes through e-voting during the
financial statements, consolidated financial
voting period fixed for this purpose. Alternatively,
statements together with Board’s Report,
members may exercise their votes through
Auditors Report and other important
physical ballot by sending duly completed and
information are circulated to the members
signed forms so as to reach the scrutinizer before
entitled thereto.
a specified date and time. The scrutinizer submits
his report to the Chairman, or any other person (iii) Press Releases and Presentations:
authorised by the Chairman, after the completion The Investor Relations team also conducts
of scrutiny of the postal ballots (including conference call(s) with investors/analysts, the
remote e-voting). The results of the postal ballot transcripts of investors/analysts call, along
72
with investor’s presentation are displayed B. Financial Year:
COMPANY OVERVIEW
on the website of the Company: https:// The Financial Year of the Company starts from 1st
newgensoft.com. April 2020 to and ends on 31st March 2021.
(iv) Website: C. Details related with Dividend:

The Company’s website contains a separate Dividend on equity shares, if declared at the
dedicated section “Investor Relations” where ensuing Annual General Meeting, will be credited
information sought by members is available. The on or after the date of Annual General Meeting
Annual Report of the Company, earnings, press within prescribed time. Members who hold shares
releases, and quarterly reports of the Company, in demat mode should inform their depository
apart from the details about the Company, participant, whereas Members holding shares in
STATUTORY REPORTS
Board of Directors and Management, are also physical form should inform Company’s RTA of
available on the website in a user friendly and their banking account details. In cases where the
downloadable form at: https://newgensoft.com. banking account details are not available, the
Company will issue the demand drafts stating
(v) Others: the existing bank details available with the
The Company discloses to the stock Company.
exchanges, information required to be
disclosed under Regulation 30 read with Part A The period of book closure/record date for the
of Schedule III of the SEBI Listing Regulations, purpose of ensuing Annual General Meeting and
including material information which have a payment of Dividend is from 22nd July 2020 to 27th
bearing on the performance/operations of the July 2020 (inclusive of both days).
Company, or which is price sensitive in nature.
All information is filed electronically on BSE Unpaid/ Unclaimed Dividends:
Listing Centre, the online portal of Bombay In accordance with the provisions of the Act
Stock Exchange (BSE) and on NSE Electronic and Investor Education and Protection Fund
Application Processing System (NEAPS), the (Accounting, Audit, Transfer and Refund) Rules,
online portal of National Stock Exchange of 2016, the Company is required to transfer
India Limited (NSE). dividends which have remained unpaid/
unclaimed for a period of 7 (seven) years, from
VII. GENERAL SHAREHOLDER INFORMATION: the date that dividend is due for payment, to the
A. 28th Annual General Meeting: Investor Education & Protection Fund (‘IEPF’)
The date, time and venue of the 28th (Twenty eighth) established by the Government. During the
Annual General Meeting of the Company is provided financial year 2019-20, there were no unpaid
hereunder: and unclaimed dividend amounts lying with the
Day & Date: Monday, 27th July 2020 Company for a continuous period of seven years.
Time: 11:00 A.M. The details of unpaid and unclaimed dividend
Venue: Video Conferencing or Other Audio Visual Means* amount lying in the unpaid/unclaimed dividend
*due to the Covid-19 pandemic, the company is conducting its Accounts (maintained with the scheduled bank)
annual general meeting through video conferencing or other is available on the website of the Company at:
audio visual means. https://newgensoft.com.
D. Listing on Stock Exchanges:

The Company’s equity shares are listed on the following Stock Exchanges and the listing fees for the Financial
Year 2019-20 have been duly paid to the exchanges:
Sr. Name of the Stock Address Stock Code

No. Exchange
1. BSE Limited (BSE) 1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, 540900
Mumbai 400 001
2. National Stock Exchange Exchange Plaza, Bandra - Kurla Complex, Bandra (E), NEWGEN
of India Limited (NSE) Mumbai 400 051
International Securities Identification Number (ISIN):

ISIN is an identification number for traded shares. This number needs to be quoted in each transaction
relating to the dematerialized equity shares of the Company. ISIN for our equity shares is INE619B01017.
73
E. Market Price Data:

The monthly high and low prices and volumes of shares of the Company at BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE) for the financial year ended 31st March 2020 are tabled below:
Month BSE NSE

High Low Volume High Low Volume
(in shares) (in shares)
April-19 371 312.45 96,306 372 312 9,84,941
May-19 363 303.3 79,552 363.95 304.65 8,27,878
June-19 320.65 288 29,022 323 287.1 3,72,611
July-19 311.05 247 43,568 316 245.05 5,94,534
August-19 304 278.1 40,152 303.1 278.15 3,79,312
September-19 290.8 255 20,250 290.35 260 3,42,319
October-19 279.15 172.1 98,362 274 163.65 12,49,140
November-19 208 167.8 2,49,492 208.65 165.2 15,71,387
December-19 203 188.5 17,538 203.45 188.5 2,39,423
January-20 249.5 192.5 91,982 249.85 191.55 10,73,786
February-20 226.85 192.1 25,402 228.8 192 8,20,030
March-20 221 96.2 88,867 207 96 15,81,636
Performance of Newgen’s Share Price Vs BSE Sensex Price Movement*:
120.00
100.00
80.00
60.00
40.00
20.00
0.00
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
BSE Sensex Newgen-BSE
*Share price and BSE Sensex index are rebased to 100 for closing price/value.
Performance of Newgen’s Share Price Vs NSE Nifty 50 Price Movement*:
120.00
100.00
80.00
60.00
40.00
20.00
0.00
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
NSE Nifty 50 Newgen-NSE

*Share price and NSE Sensex index are rebased to 100 for closing price/value.
74
F. Registrar and Share Transfer Agent Gachibowli Financial District,
COMPANY OVERVIEW
(“RTA”): Nanakramguda, Hyderabad 500032
The Company has appointed KFin Technologies
Tel: +91-40- 67162222 Fax: +91-40-23420814
Private Limited (formerly known as Karvy Fintech
Private Limited) to act as RTA and to render services Email: [email protected]
on matters of Share transfer/ Dematerialisation/ Website: www.kfintech.com
Rematerialisation/ Transmission and other SEBI Registration No. INR000000221
activities thereto for both electronic and physical
shareholdings. G. Share Transfer System:

Requests for transfer of Equity Shares in
Members/Investors are requested to forward dematerialized form are done through depositories
STATUTORY REPORTS
share transfer documents, dematerialization/ with no involvement of the Company. As at 31st March
rematerialisation requests and other related 2020 the Company had only 8 (Eight) members
correspondence directly to the RTA of the Company, who holds shares in physical form. Transfer of shares
as Share transfer, dividend payment and all other held in physical form is not permitted after 31st March
related matters are dealt and processed by our RTA. 2019 through statutory notifications. Accordingly,
members holding equity shares in physical form are
Details for Correspondence: urged to have their shares dematerialized so as to
KFin Technologies Private Limited (formerly be able to freely transfer them and participate in
known as Karvy Fintech Private Limited) various corporate actions.
Selenium Building, Tower B,
Plot No. 31 and 32, During the financial year 2019-20, there were no
requests received for transfer of physical shares by
the RTA.
H. Distribution of Shareholding:
Tabled below is the shareholding distribution of Equity shares of the Company as at 31st March 2020:
Categories Number of Shares Percentage

Promoter(s) & promoter group 45978988 65.73%
Resident Individuals 6727411 9.62%
Non-resident Indians/ Non-resident Indian Non 436294 0.62%
repatriable/ Foreign Corporate Bodies
Foreign Portfolio Investors 9296068 13.29%
Alternate Investment Funds/ Mutual Funds 5053119 7.22%
Bodies Corporate 149756 0.21%
Newgen ESOP Trust 865888 1.24%
Others 1448177 2.07%
Total 69955701 100.00%
Distribution of Shareholding
1.24%
Promoter(s) & promoter group
0.21% 2.07%
7.22% Resident individuals
Non-resident Indians/Non
13.29% resident Indian/Non repatriable/
Foreign Corporate Bodies
Foreign Portfolio Investors

0.62% Alternate Investment Funds/
Mutual Funds
9.62%
65.73% Bodies Corporate
Newgen ESOP Trust
Others
75
Distribution Schedule - Consolidated as at 31-03-2020

Category No. of % of Total Number Amount % of Amount
(Amount in `) Shareholders Shareholders of Shares (in `)
1-5000 21268 95.25 1450465 14504650 2.07
5001- 10000 366 1.64 281176 2811760 0.40
10001- 20000 260 1.16 376086 3760860 0.54
20001- 30000 117 0.52 297583 2975830 0.43
30001- 40000 60 0.27 205286 2052860 0.29
40001- 50000 36 0.16 165373 1653730 0.24
50001- 100000 82 0.37 561904 5619040 0.80
100001& Above 139 0.62 66617828 666178280 95.23
Total 22328 100 69955701 699557010 100
I. Dematerialization/ Rematerialisation of Shares and liquidity:

As at 31st March 2020, 6,99,26,887 of the total Equity Shares were held in dematerialized form. The market
lot is one share and the trading in equity shares of the Company is permitted only in dematerialized form.
The stock is highly liquid. The face value of share is ` 10/- (Rupees Ten) per share. Also, the Company has
established connectivity with both the depositories i.e. NSDL and CDSL.
During the Financial Year 2019-20, 1 (one) case was received for dematerialisation of equity shares of the
Company and no cases was received for re-materialisation of Equity Shares.
J. Details of Shares held in Demat Suspense Account:

Pursuant to the provisions laid down in Part F of Schedule V to the SEBI Listing Regulations, the Company
reports the following details in respect of equity shares lying in the suspense account which pertains to the
public issue of the Company:
S. Particulars Number of Number of

No. Shareholders Equity Shares
1. Aggregate number of shareholders and the outstanding shares in the Nil Nil
suspense account lying as at 1st April, 2019.
2. Number of shareholders who approached listed entity for transfer of Nil Nil
shares from suspense account during the year.
3. Number of shareholders to whom shares were transferred from Nil Nil
suspense account during the year.
4. Aggregate number of shareholders and the outstanding shares in the Nil Nil
suspense account lying as at 31st March 2020.
Further, in accordance to the provisions of Regulation 39(4) read with Schedule VI of the SEBI Listing
Regulations, the Company has delegated the procedural requirement to its RTA i.e. KFin Technologies Private
Limited (formerly known as Karvy Fintech Private Limited).
K. Outstanding Convertible Instruments/ ADRs/ GDRs/ Warrants:

As at 31st March 2020, the Company did not have outstanding GDRs/ADRs/Warrants or any Convertible
instruments (excluding ESOPs).
L. Commodity price risk or foreign exchange risk and hedging activities:

The Company had no exposure to commodity and commodity risks for the financial year 2019-20. For details
related to foreign exchange risk and hedging activities, please refer the Management Discussion and Analysis
Report which forms part of this Annual Report.
M. Plant Locations:
The Company being in software development business, does not require manufacturing plant and has
software development centres in India. The addresses of the development centres/ offices of the Company
are given in the annual report.
N. Address for Correspondence:

Members may write either to the Company or the RTA for redressal of queries and grievances. The address
and contact details of the concerned officials are given below:
76
RTA Details of Compliance Officer/ Investors’ complaints
COMPANY OVERVIEW
KFin Technologies Private Limited (formerly known Newgen Software Technologies Limited
as Karvy Fintech Private Limited) E-44/13, Okhla Phase - II, New Delhi - 110020
Selenium Building, Tower B, Plot No. 31 and 32, Contact person: Mr. Aman Mourya,
Gachibowli Financial District, Nanakramguda, Company Secretary & Compliance Officer
Hyderabad 500 032 Tel: +91-11-46533200
Tel: +91-40-6716 2222 Fax: +91-11-26383963
Fax: +91-40-2342 0814 E-mail: [email protected]
Toll Free No.: 1800-345-400
Email: [email protected]
STATUTORY REPORTS
Members are requested to take note that all queries is obtained. No related party whether or not is
in connection with change in their residential a party to the particular transaction or nor is
address, bank account details, etc. are to be sent allowed to vote to approve the transaction in line
to their respective Depository Participants (DPs). with the SEBI Listing Regulations. The policy on
related party transactions has been placed on the
Analysts can reach our Investor Relations team for Company’s website at: https://newgensoft.com.
any queries and clarification on financial/investor
relations related matters: B. Details of non-compliance, if any, by the
Company, on any matter related to capital
markets:
E-44/13, Okhla Phase - II, New Delhi - 110020
During the last 3 (three) years, there were no instances
Contact person: Ms. Deepti Mehra Chugh,
of non-compliance by the Company and no penalty
Head – Investor Relations
or strictures were imposed on the Company by the
Tel: +91-11-46533200
Stock Exchanges or SEBI or any statutory authority
Fax: +91-11-26383963
on any matter related to the capital markets.
E-mail: [email protected]
C. Code for Prevention of Insider Trading:
O. Details of Credit ratings obtained by the
Pursuant to the provisions of SEBI (Prohibition of
Company:
Insider Trading) Regulations, 2015, the Company

As the Company has not issued any debt
has formulated a Code of Practices & Procedures
instruments or accepted any fixed deposits, the
for Fair Disclosure of Unpublished Price Sensitive
Company was not required to obtain credit ratings
Information and Code of Conduct to Regulate and
in respect of the same. The credit rating from
monitor trading in the securities of the Company
CRISIL Limited during the financial year 2019-
(“the Code”).
20 for bank facilities is CRISIL A2+ for the short
term. There has been no revision in the said rating.

The aforesaid Newgen’s Code are devised to
The details of such ratings can be found on the
regulate, monitor and report trading by Designated
Company’s website at: https://newgensoft.com.
Persons and their Immediate Relatives under the
SEBI (Prohibition of Insider Trading) Regulations,
VIII. OTHER DISCLOSURES:
2015. This Code of Conduct also includes code
A. Related Party Transactions:
of practices and procedures for fair disclosure of
All transactions entered into by the Company
unpublished price sensitive information which has
during the financial year 2019-20 with related
been made available on the Company’s website at:
parties were at an arm’s length basis and were
https://newgensoft.com.
in the ordinary course of business. There are no
materially significant related party transactions
In addition to the above, the Company has
made by the Company with Promoters, Directors,
put in place adequate and effective system of
Key Managerial Personnel’s or other Designated
internal controls to ensure compliance with
Persons which may have a potential conflict with
the requirements of the Prohibition of Insider
the interest of the Company at large.
Trading Regulations. A structured in-house digital
database is being maintained by the Company.
Based on the disclosures received from Senior
Management Personnel of the Company, none

The Board have also formulated a Policy for
of the officials have any personal interest in any
determination of ‘legitimate purposes’ as a part
of the financial or commercial transactions with
of the Code of Fair Disclosure and Conduct as
the Company where any material related-party
per the requirements of the SEBI (Prohibition of
transaction is proposed, approval of the Members
Insider Trading) Regulations, 2015.
77
Company Secretary has been appointed as the have affirmed compliance with the Code, with
Compliance Officer for ensuring implementation of respect to the Financial year 2019-20. The Code
the Code. Further, the Board, designated persons is available on the website of the Company at
and other connected persons have affirmed https://newgensoft.com.
compliance with the aforesaid Code.
F. Sexual Harassment policy:
D. Whistle Blower Policy/ Vigil Mechanism: Your Company has constituted Internal Complaints
Pursuant to the provisions of the Act and SEBI Committee as per the Sexual Harassment of
Listing Regulations, the Company has adopted Women at Workplace (Prevention, Prohibition
a policy on Whistle Blower mechanism. The and Redressal) Act, 2013 and also has a policy
Whistle Blower Policy includes vigil mechanism as and framework for employees to report sexual
mandated under the SEBI Listing Regulations and harassment cases at workplace and its process
provides a mechanism for directors, employees ensures complete anonymity and confidentiality of
and other stakeholder to raise concerns about information. Adequate workshops and awareness
unethical behaviour, actual or suspected fraud programmes against sexual harassment are
or violation of the Company’s Code of Ethics & conducted across the organization.
Business Conduct, etc.
During the financial year 2019-20, the Company
At Newgen, we ensure that Directors, employees received one complaint under this Policy and the
and other stakeholder are allowed to voice concern same was resolved accordingly. As on 31st March
in a responsible and effective manner. Your 2020, no complaint is pending.
Company has an Ombudsman as a channel for
receiving and redressing complaints from directors, G. Policy for Determination of Material
employees and other stakeholder under the Subsidiary:
Whistle Blower mechanism. All complaints, if any,
The Company has formulated a Policy for
are addressed to Ombudsman and investigative Determining Material Subsidiaries in terms of the
findings thereon are reviewed and reported to the SEBI Listing Regulations which has been uploaded
Ethics Committee/ Chairman of Board of Directors on the Company’s website at https://newgensoft.
or Chairman of Audit Committee, depending on com.
case to case. Also, the Company affirms that no
personnel had been denied access to the audit As per the materiality policy, Newgen Software Inc.
committee under the policy on Whistle Blower is our material subsidiary company incorporated
mechanism. in USA. Provisions to the extent applicable under
the SEBI Listing Regulations with reference to
Directors, employees and other stakeholder other subsidiary companies were duly complied.
may raise concern by writing to: whistleblower. During the year under review, there were no
[email protected] or by postal mail/ investments made or any significant transactions
letter to: M/s Artha Arbitrage Consulting LLP C-16, and arrangements entered into by the subsidiary
2nd Floor, Qutab Institutional Area, New Delhi- companies. Minutes of the Board meetings of
110067. Mechanism followed under the Whistle subsidiary companies (including its material
Blower policy is appropriately communicated subsidiary) were regularly placed before the Board
within the Company across all levels and is also of Directors.
available under the investor relations section on
our website at: https://newgensoft.com. H. Funds raised through preferential allotment
or qualified institutions placement:
E. Code of Conduct for the Board members During the financial year 2019-20, the Company has
and Senior Management: not raised funds through preferential allotment or
The Board of Directors has adopted a Code of qualified institutions placement as specified under
Conduct for the Board members and Senior Regulation 32(7A) of SEBI Listing Regulations.
Management Personnel of the Company, in line
with the amended SEBI Listing Regulations. I. Compliance with Mandatory requirements:
The Code lays down the standard of conduct During the Financial year 2019-20, your Company
which is expected to be followed by the Board has complied with all the mandatory Corporate
members and Senior Management personnel. Governance requirements under the SEBI Listing
On the basis of declarations received from the Regulations. Specifically, your Company confirms
Board Members and the Senior Management compliance in respect of Corporate Governance
Personnel, the Chairman & Managing Director has Report as stated under sub-paras (2) to (10) of section
given a declaration that the Board Members and (C) of Schedule V to the SEBI Listing Regulations.
Senior Management Personnel of the Company
78
J. Compliance on Discretionary requirements under Regulation 27(1) of the SEBI Listing
COMPANY OVERVIEW
Regulations:
The status of compliance with the non-mandatory requirements, as stated under Regulation 27(1) read with
Part E of Schedule-II to the SEBI Listing Regulations:
a) The Board: The Chairman of the Company is an Executive Director and hence this provision is not
applicable to us.
b) Shareholders’ rights: To ensure dissemination of Company’s financial results to its shareholders, the
Company publishes the quarterly and half-yearly results in newspapers having wide circulation in India
and particularly in New Delhi, where the registered office of the Company is located. These results
STATUTORY REPORTS
are also filed with stock exchanges and uploaded on Company’s website immediately after the Board
meeting. Company also conducts conference call/ investors / analyst meets, if any, to respond to any
investor queries with regard to the financial results or operations of the Company.
c) Modified opinion(s) in audit report: The Company confirms that its financial statements are with un-
modified opinion.
d) Reporting of Internal Auditor: The Internal Auditor reports directly to the Audit Committee of the Board.
K. Accounting Standards:
The Company has adopted the relevant Accounting Standards notified by the Companies (Indian Accounting
Standards) Rules, 2015 while preparing its Standalone and Consolidated Financial Statements for the Financial
year ended 31st March 2020.
L. Fees paid to the Statutory Auditors:

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to Statutory
Auditors of the Company and their other associated firms during the Financial Year ended 31st March, 2020,
is as follows:
Particulars (` in Lakhs)
Statutory Audit Fee: 39.50
Quarterly Limited review fee 22.50
Reimbursement of expenses 5.15
Others, including: - 8.25
ESOP Certificate,
IPO Fund Utilization Certificate,
Annual Certificate on Outstanding Loan for DPT- 3 filing,
APR certification,
ODI certificate etc.,
Total 75.40
IX. CONFIRMATION OF COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENTS

SPECIFIED UNDER REGULATION 17 TO 27 AND CLAUSES (b) to (i) of SUB-REGULATION 2
OF REGULATION 46 OF SEBI LISTING REGULATIONS:
Sr. Particulars Regulation Compliance
No. Number status (Yes/
No/NA)
1 Independent director(s) have been appointed in terms of specified 16(1)(b) & 25(6) Yes
criteria of ‘independence’ and/or ‘eligibility’
2 Board composition 17(1),(1A) & (1B) Yes
3 Meeting of Board of directors 17(2) Yes
4 Quorum of Board Meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments to the Board and 17(4) Yes
Senior Management Personnel.
7 Code of Conduct for all members of the Board and Senior 17(5) Yes
Management Personnel.
79
Sr. Particulars Regulation Compliance

No. Number status (Yes/
No/NA)
8 Fees/compensation paid to directors 17(6) Yes
9 Minimum Information to be placed before the Board 17(7) Yes
10 Compliance Certificate from Managing Director and CFO 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of the Board 17(11) Yes
14 Maximum no. of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Composition of nomination & remuneration committee 19(1) & (2) Yes
18 Quorum of Nomination and Remuneration Committee 19(2A) Yes
19 Meeting of Nomination and Remuneration Committee 19(3A) Yes
20 Composition of Stakeholder Relationship Committee 20(1), (2) & 20(2A) Yes
21 Meeting of Stakeholders Relationship Committee 20(3A) Yes
22 Composition and role of risk management committee 21(1),(2),(3),(4) NA
23 Meeting of Risk Management Committee 21(3A) NA
24 Vigil Mechanism 22 Yes
25 Policy for related party Transaction 23(1),(1A), Yes
(5),(6),(7) & (8)
26 Prior or Omnibus approval of Audit Committee for all related 23(2), (3) Yes
party transactions, if any.
27 Approval for material related party transactions, if any. 23(4) Yes
28 Disclosure of Related Party Transactions on consolidated basis 23(9) Yes
29 Composition of Board of Directors of unlisted material Subsidiary, 24(1) Yes
incorporated in India or outside India.
30 Other Corporate Governance requirements with respect to Indian 24(2),(3),(4),(5) Yes
subsidiary of listed entity. & (6)
31 Annual Secretarial Compliance Report 24(A) Yes
32 Alternate Director to Independent Director 25(1) NA
33 Maximum Tenure 25(2) Yes
34 Meeting of independent directors 25(3) & (4) Yes
35 Familiarization of independent directors 25(7) Yes
36 Declaration from Independent Director 25(8) & (9) Yes
37 D & O Insurance for Independent Directors 25(10) Yes
38 Memberships in Committees 26(1) Yes
39 Affirmation with compliance to code of conduct from members of 26(3) Yes
Board of Directors and Senior management personnel
40 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
41 Policy with respect to Obligations of directors and senior 26(2) & 26(5) Yes
management.
42 Disclosure on the website of the Company under separate section 46(2) Yes
X. CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON COMPLIANCE OF CORPORATE

GOVERNANCE UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015:
The Company has obtained a certificate from a M/s Aijaz & Associates, Practicing Company Secretaries
regarding compliance with the provisions relating to corporate governance laid down in Part C(10)(i) and E
of Schedule V to the SEBI Listing Regulations and the same is annexed to the Board’s Report.
Sd/-
Diwakar Nigam
80
DECLARATION TO COMPLIANCE OF CODE OF CONDUCT
COMPANY OVERVIEW
This is to certify that the Company has laid down its Code of Conduct for all the Board Members and Senior
Management Personnel of the Company and the copy of the same has been uploaded on the website of the
Company https://newgensoft.com.
I hereby declare that all the Directors and Senior Managerial Personnel have affirmed the compliance with the
Code of Conduct and have given a confirmation thereto in this regard, in respect of financial year ended 31st
March 2020.
STATUTORY REPORTS
Sd/-
Diwakar Nigam
CERTIFICATE UNDER REGULATION 17 (8) OF THE SEBI (LODR) REGULATIONS, 2015
To
The Board of Director
New Delhi
Sub: C
ertification by Managing Director & Chief Financial Officer, pursuant to regulation 17(8) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
We, Diwakar Nigam, Chairman & Managing Director and Arun Kumar Gupta, Chief Financial Officer of Newgen
Software Technologies Limited, hereby certify that: -
a) We have reviewed financial statements and cash flow statement for the year ended 31st March 2020 and that
to the best of our knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
ii. these statements together present a true and fair view of the Company’s affairs and are incompliance
with existing accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the Company’s code of conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting
and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of
such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify
these deficiencies.
d) We have indicated to the auditors and the Audit Committee: -

i. Significant changes in internal control, if any, over financial reporting during the year;
ii. Significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements; and
iii. 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.
Sd/- Sd/-
Diwakar Nigam Arun Kumar Gupta
Date: 25th May 2020 Chairman & Managing Director Chief Financial Officer
Place: New Delhi DIN: 00263222 Membership No. 056859
81
CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To
The Members,
New Delhi-110067
We have examined the compliance of conditions of Corporate Governance by Newgen Software Technologies
Limited (“the Company”), for the Financial Year ended 31st March 2020 as stipulated under regulations 17 to 27
and clauses (b) to (i) of regulation 46(2) and Para C, D and E of Schedule V to the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company.
Our examination was limited to procedures 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 opinion on
the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify
that the Company has substantially complied with the conditions of Corporate Governance as stipulated under
regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the SEBI
Listing Regulations, the compliances of which needs to be further strengthened.
We 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 Aijaz & Associates

Practicing Company Secretaries
Sd/-
(M. Aijaz)
CP No: 7040
Date : 26th May 2020 M. No.: 6563
Place: New Delhi UDIN: F006563B000254525
82
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
COMPANY OVERVIEW
(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,
A-6, Satsang Vihar Marg, Qutab Institutional Area
New Delhi-110067
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of
STATUTORY REPORTS
Newgen Software Technologies Limited having CIN L72200DL1992PLC049074 and having registered office at
A-6, Satsang Vihar Marg, Qutab Institutional Area, New Delhi-110067(hereinafter referred to as ‘the Company’),
produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation
34(3) read with Schedule V Para-C sub clause (i) of clause 10 of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications including [Directors Identification
Number (DIN) status at the portal www.mca.gov.in] as considered necessary and explanations furnished to us by
the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated
below for the Financial Year ending on 31st March, 2020 have been debarred or disqualified from being appointed
or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate
Affairs, or any such other Statutory Authority.
S. Name of Director DIN Date of Initial Appointment

No. in the Company
1. Mr. Diwakar Nigam 00263222 1st April 1993
2. Mr. T. S. Varadarajan 00263115 5th June 1992
3. Mrs. Priyadarshini Nigam 00267100 20 September 1997
th
4. Mr. Kaushik Dutta 03328890 9th July 2014

5. Mr. Saurabh Srivastava 00380453 30 August 2017
th
6. Mr. Subramaniam Ramnath Iyer 00524187 22nd November 2017

7. Mrs. Padmaja Krishnan* 03155610 24th March 2020
* An Additional Director in the category of Non-Executive, Independent Director to be in the office till ensuing AGM, if not
regularised.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based for our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
Sd/-
(M. Aijaz)
FCS No.: 6563
Date : 19th May 2020 CP. No.: 7040
Place: New Delhi UDIN: F006563B000254349
83
Management Discussion and Analysis

Management’s discussion and analysis of the financial March 2020. The endeavour is to work on enhancing
condition and results of operations include forward- the product portfolio to meet the evolving industry
looking statements based on certain assumptions and and technological developments, changes in customer
expectations of future events. The Company cannot requirements and competitive products and features,
assure that these assumptions and expectations are so as to seamlessly deliver according to customer
accurate. Although the Management has considered needs while reducing their total cost of ownership.
future risks as part of the discussions, future uncertainties
are not limited to Management perceptions. In that direction, during the year, the Company made
various product upgrades for customers in order to
Company Overview provide advanced features & functionality, enhanced
Newgen Software Technologies is a low code software user experience, improved information security and
products Company offering Enterprise Content easier integration including the new version of the
Management (ECM), Business Process Management product iBPS, a low code BPM platform for rapid
(BPM) and Customer Communication Management application development. With this release and
(CCM) platform that enables organisations to rapidly extended capabilities, the Company expects to extend
develop powerful applications addressing their the solutions stack further across all verticals and get
strategic business needs. These include managing deeper and wider market presence. With low code
digital content, managing complex processes & capabilities of the platform the customers expect to
workflows and managing outbound communication. gain from significant reduction in deployment cycle,
The Company provides low-code, flexible and cloud- effort and cost.
ready platform that helps in rapidly building powerful
applications for organisations to resolve complex Newgen’s strong focus on product innovation makes it
business problems and empower them to reinvent their one of the few software products organizations which
workplaces and adapt to the dynamic environment. have attracted multiple recognitions from leading
By linking Systems, People and Process, it enriches advisory and research firms from time to time. During
customer facing processes. the year, Newgen has been positioned as a Challenger
in Gartner 2019 Magic Quadrant for Content Services
The Company, with its best-in-class products Platforms, 30 October 2019, Michael Woodbridge et al.
and solutions, deep domain expertise and global It has also been positioned as a Strong Performer” in
experience, is well positioned in the market and is The Forrester Wave™: ECM Content Platforms, Q3 2019.
transforming businesses for around 560 customers
across 69 countries through its enterprise solutions It continues to extend its reach globally by expanding
(including 71 new customer wins during the year). It the direct and indirect sales network. The Company’s
has clients across India, USA, Canada, UAE, Saudi global sales organisation is highly focussed and
Arabia, UK, Philippines, Indonesia, Singapore and many comprises of about 300 employees in Sales &
more countries. It offers products and solutions across Marketing focussed on specific geographies, supported
17 industries and has been a preferred partner of some by a large network of channel partners and system
of the world’s leading Banks, Insurance companies, integrators. The Company would continue to leverage
Healthcare organisations, Governments, Telecom the partner network for further market expansion. The
companies, Shared service centres, and BPOs among Company has been re-modeling new methods of sales
others. and marketing including remote engagements and
increasing localisation efforts.
The Company has a resilient business model in place
with large annuity revenue streams and diversification With the long term vision of growth, Newgen
across customers and geographies. Moreover, the has strengthened its management team across
Company’s solutions are of mission critical nature for geographies. It has a strong team of professionals who
the long term customers. They serve as the backbone of uphold the organization’s core values in all endeavours
their operations. Newgen is actively helping customers and work together for growth.
to continue operations despite the disruptions.
Industry Overview
Newgen makes continuous investments in R&D The Company’s core addressable market can be broadly
and has a strong team of 400+ employees which classified across low code, global ECM, BPM and CCM
constantly focuses on various research & product market. Newgen has further expanded its addressable
development initiatives. During the year, it was granted market by developing solution frameworks in key
4 patents taking the total to 15 patent grants as of verticals including banking, government/PSU, BPO/IT
84
Management Discussion and Analysis Annual Report 2019-20
healthcare and insurance (addressed as the Application from existing customers as well as diversification
COMPANY OVERVIEW
PaaS market). The current disturbance on account across verticals, clients and geographies. Newgen’s
of Covid19 pandemic has increased the relevance of pre-emptive measures, business continuity processes
digital transformation projects across the globe. Digital and robust IT infrastructure ensured quick control and
solutions are helping companies adapt to the new seamless transition to remote working environment.
normal and operate seamlessly amid disruptions.
Newgen’s solutions are of mission critical nature for
According to the Ovum Report, the Company’s core long term customers. They serve as the backbone of
addressable market (i.e. global ECM, BPM and CCM their operations. During this Covid19 time, the Company
markets) were estimated at USD 14,935 million, USD ensured customers’ continued operations and business
6,100 million and USD 1,460 million, respectively in 2017. continuity. The Company focused on health and safety
STATUTORY REPORTS
The Ovum Report estimates aPaaS to account for a of employees while fully supporting clients worldwide.
major share of PaaS spending. The global PaaS market
is estimated at USD17.61 billion in 2017 and forecasted The company implemented its business continuity
at USD 46.66 billion in 2021. The Indian PaaS market is plan, executed just-in-time requisition and provision of
expected to grow from USD 379 million in 2017 to USD computers, enabled VPNs and internet connectivity,
1.46 billion by the end of 2021. and provided team collaboration tools. Today, our
workforce across locations is efficiently working
Ovum Reports forecasts that while ECM will grow at remotely with data security and compliance and
a CAGR of 7.13%, BPM and CCM will grow at a CAGR is fully functional. Newgen is ensuring seamless
of 8.39% and 9.99%, respectively between 2017 and customer services by leveraging digital connectivity
2021. This reflects the fact that ECM is a very mature to successfully execute each stage of project
market and that there are fewer opportunities, while deployments (from requirements gathering, to project
CCM will enjoy new market opportunities afforded by planning, to implementation and production support)
the adoption of the technology as a marketing tool to as well as sales and marketing efforts.
support the customer journey.
The Company is actively helping customers to continue
Business Continuity during Covid19 their operations despite the disruptions. Newgen is
pandemic developing and deploying new solutions under various
The outbreak of Coronavirus (COVID -19) pandemic global loan programmes including the paycheck
globally is causing significant disturbance and slowdown protection programme to help financial institutions
of economic activity globally. Governments and central quickly process and forgive loans under the various
banks have subsequently made monetary and fiscal monetary and fiscal interventions introduced by
interventions to stabilize economic conditions. governments globally to stabilize economic conditions.
Newgen has a resilient business model in place with Moreover, the Company has adopted a strategic
large annuity revenue streams i.e. recurring business approach to cost management and cashflow
optimization.
Financial Performance
Consolidated Financials in ` lakhs
(All amounts in INR lakhs, except per share data and unless otherwise stated)
2019-20 2018-19
Revenue
Revenue from operations 66,075.62 62,064.15
Other income 2,096.29 2,037.97
Total revenue 68,171.91 64,102.12
Expenses
Employee benefits 34,239.46 28,798.73
Finance costs 1,091.21 853.87
Depreciation and amortisation 1,991.11 597.99
Other expenses 21,375.96 20,493.34
Total expenses 58,697.74 50,743.93
Profit before tax 9,474.17 13,358.19
Profit after tax for the year 7,273.46 10,220.89
Other comprehensive income/(loss) for the year, net of income tax 241.70 27.85
Total comprehensive income for the year 7,515.16 10,248.74
85
Revenue from Operations reach ` 36,862.79 lakhs. The SaaS revenues specifically
The Company’s business has multiple revenue streams (though on a smaller base) witnessed the fastest
including from: growth amongst segments and grew 60%.
• Annuity based revenue: recurring fees/charges
Newgen provides mission critical solutions across
from the following:
key verticals. Banking and Financial Services vertical
o SaaS: subscription fees for licenses in relation continued to be our largest vertical comprising 57%
to platform deployed on cloud of revenues during the year followed by Healthcare
o
ATS/AMC: charges for annual technical (9%), Government/ PSU and BPO/IT (8% each) and
support and maintenance (including updates) Insurance (6%). The Company has low presence in
of licences, and installation currently impacted verticals due to the pandemic.
o Support: charges for support and development Profits and Margins

services Profits and Margins were impacted during the year, due
to the low revenue growth on account of India market
• Sale of software products: one-time upfront
softness and deferral of new business closures, while
license fees in relation to the platform deployed
continuing the investments in R&D and S&M efforts.
on-premise
The Company reported the EBITDA (adjusted for other
income) of ` 10460.20 lakhs in FY2020 as against
• Sale of services: milestone-based charges for
` 12,772.08 lakhs in FY2019. Profit after Tax was at
implementation and development, and charges for
scanning services ` 72,73.46 lakhs in FY2020 compared to ` 10,220.89
lakhs in FY2019.
On a consolidated basis, the Company’s revenue
from operations stood at ` 66,075.62 lakhs reflecting Share Capital
an increase of 6% in FY2020 as against ` 62,064.15 During the financial year, the Authorised Share Capital
lakhs in FY2019. The Company has seasonality in its of the Company remains unchanged. The Company
business with the last quarter of the year being the has issued and allotted 3,70,000 Equity shares of `
heaviest in terms of business. During the year, the 10 each, fully paid up, to Newgen ESOP Trust under
Company’s business was impacted by various factors Newgen ESOP Scheme 2014 at price of ` 63 per share.
including economic sluggishness and banking sector The issued, subscribed and paid up equity share capital
consolidation in the India market as well as deferral of of the Company, as on 31st March 2020 is ` 69,95,57,010
contract closures in the last quarter due to the impact divided into 6,99,55,701 Equity shares of ` 10 each.
of Covid19. 865,888 shares are held by the Trust.
The Company has been focussing on expanding the Other Equity

recurring revenues in order to increase the predictable The total retained earnings as on March 31, 2020 was
revenue streams. These comprised 56% of the total ` 35,113.48 lakhs. During the year, the Company earned
revenues during the year. net profit of ` 7,273.46 lakhs. Newgen has proposed a
dividend of ` 2 per share.
It has made substantial customer wins during the year
and added 71 new customers and currently has an Securities Premium account stands at ` 10069.60 lakhs
active customer base of about 560 clients. and witnessed additions during the year on account of
Securities Premium on issue of shares to ESOP Trust.
Segment-wise Performance
Revenue by geographical segment is the primary Others comprised of Capital redemption reserve,
reporting segment for the Company. EMEA was the General reserve, Capital reserve, Foreign currency
strongest growth centre for Newgen witnessing growth translation reserve, Newgen ESOP Trust reserve, Share
of 17% during the year. Geographically, India comprised options outstanding reserve as well as items of other
30% of the revenues, EMEA comprised 31%, USA comprehensive income and stands at ` 2814.58 lakhs
comprised 28% and APAC (excluding India) comprised
11% of revenues. Property, Plant & Equipment, Capital Work in
Progress and Intangible Assets
Given the current environment, the Company is As at March 31, 2020, property, plant and equipment
focussing on SaaS based business model to provide stands at ` 6,641.33 lakhs against ` 6763.48 lakhs as
digital transformation solutions to clients helping on March 31, 2019 largely on account of capitalisation
them sustain operations despite the restrictions. The of the new office premise in Noida. The Company
Company witnessed strong growth momentum in the has Capital Work in Progress of ` 9,072.62 as against
annuity revenues which grew by 22% during the year to ` 8,321.36 lakhs as on March 31, 2019
86
The intangible assets of the Company are at ` 139.56 in mobile, analytics, social and cloud technologies.
COMPANY OVERVIEW
lakhs Relevance of Digital transformation initiatives have
increased further in these uncertain times and the
Investments Company has strategized new offerings pertaining to
Investments comprise of investments in unquoted this.
bonds and mutual funds. The aggregate value of these
investments is ` 7,610.67 lakhs. Risk Review
Covid19 pandemic related risk: While the Company
Trade Receivables believes strongly that it has a good portfolio of
The trade receivables (net of allowances) as on services to partner with customers, the future business
March 31, 2020 are ` 26,939.67 lakhs (allowances at could be impacted due to the Covid19 pandemic and
STATUTORY REPORTS
` 5,488.49 lakhs), against ` 25,268.91 lakhs (allowances the lockdowns and restrictions imposed globally.
at ` 3,933.65 lakhs) on March 31, 2019. Prolonged lock-down situation could decrease the
chances of winning of new business as well as result in
During the year, Debtor Days (net) stood at 148 days as the Company’s inability to deploy onsite resources at
compared to 148 days in FY2019. different locations given the restrictions on movement.
Moreover, there is a possibility that our customers
Other Financial Assets (Current) might not be able to continue their businesses due
Other Financial Assets largely comprise of unbilled
to financial resource constraints or their services no-
revenues pertaining to amounts recognised based on
longer being availed by their customers. Customers
services performed in advance of billing in accordance
could also postpone their discretionary spend due
with contract terms to the extent of ` 7,767.02 lakhs
to change in priorities. There could also be time and
cost overruns on projects. Newgen has been quick in
Current Liabilities
adapting to the changing environment with its pre-
Current liabilities represent borrowings, trade payables,
emptive measures, business continuity processes
other financial liabilities, deferred income, short-term
and robust IT infrastructure. The Company has had
provisions and other current liabilities. As on March
seamless transition to remote working environment.
31, 2020, the Current liabilities are ` 27,555.11 lakhs
The Company has changed its practices and systems
(` 21,621.17 lakhs as on March 31, 2019). Out of these, the
while ensuring data security and has also reinvented
deferred revenue comprises of ` 10,090.39 lakhs.
new ways of working across the organisation. The
Cash Flow Company is keeping track of the developments in order
The net cash generated from operating activities were to respond quickly to manage the dynamic situation.
at ` 9,005.33 during the year ended 31 March 2020
Technology/ obsolescence risk: Rapid technological
compared to ` 10,220.60 during the year ended 31
advances, changing delivery models and evolving
March 2019.
standards in computer software development
Key Ratios and communications infrastructure, changing and
During the financial year, the Return on Average Net increasingly sophisticated customer needs and
Worth was at 13.9% compared to 22.7% in the previous frequent new product introductions and enhancements
financial year. The Return on Average Capital Employed characterise the industry in which Newgen competes.
was at 16.6% compared to 26.7% in the previous year The Company’s success depends upon its ability
(adjusted for IPO proceeds utilisation). to anticipate, design, develop, test, market, license
and support new software products, services, and
Opportunities enhancements of current products and services
As per Ovum, the core addressable market of the on a timely basis in response to both competitive
Company in ECM, BPM and CCM is likely to grow from threats and evolving industry requirements. However
USD 22 billion in 2017 to USD 30 billion in 2021—at a its continuous investments in R&D and intellectual
compounded annualised rate of 7.7%. However, the properties help the Company mitigate this risk.
market for light weight solutions such as aPaaS is likely
to expand by nearly 28.0% compounded annualised Currency Risk: The Company derives about 70% of its
rate over a similar timeframe. revenues from international markets and thus is always
exposed to unforeseen exchange rate fluctuations
The Company is likely to benefit from the emerging that can potentially dent the revenues and profits of
trends in digitalisation. Content management is at the the Company. To tackle with this potential risk, the
core of digital transformation. The Company is well Company follows natural hedging through Export
positioned to take advantage of the market opportunity Packing Credit limits. Further, export collections and
with its strong product portfolio which endeavours payments are made through EEFC account to avoid
to enable organisations to leverage the innovations currency fluctuations.
87
Market-specific risk: The IT spends in any market are has a significant opportunity to grow the international
affected by the domestic as well as global economic footprint. It is investing in direct and indirect sales
conditions. Considerable or a prolonged slowdown channels, professional services, customer support and
in a particular country or a region or industry within channel partners to expand the geographical footprint.
a region severely affects the IT spends. Similarly, The Company has a regional go-to-market strategy
policy changes in global markets may also influence IT with specific strategies for mature markets such as USA
spending pattern. The Company can also be impacted and developing markets such as India and South-East
by intense competition in the market. To deal with such Asia. It has recently expanded in the Australian market
market-specific risks, the Company endeavours to as well. Through its direct and indirect sales channels,
expand its clientele across industries and geographies it plans to further grow the brand presence and partner
continuously. From about 48 countries in FY2013, the networks in these new markets. Newgen is reorganizing
Company increased its presence across 69 countries its sales and marketing efforts and delivery operations
in FY2020. Similarly, the Company now has about 560 so as to operate remotely and increase localization esp.
active clients in FY2020, adding 71 new clients during in mature markets.
the year. To deal with policy challenges, the Company
has been giving an emphasis on growing its regional The Company plans to grow through its differentiated
presence and hiring local talent, without compromising 'land and expand' model. The customers receive the
on economies of scales and cost. To deal with complete set of modules and functionality of the
environmental changes, the Company has adopted its platform with their initial purchase/ subscription and
business continuity plan. can eventually build a number of applications on the
platform due to an effective reduction in the per-user
Attrition Risk: The Company’s business depends
cost of each application and also save substantial costs
largely upon its highly skilled technology professionals
of switching over to a new platform.
and its ability to hire, attract, motivate, retain and train
these personnel. Any inability to maintain a skilled and Newgen plans to develop new customer relationships
motivated team of professionals can affect the business.
by identifying potential customers that operate within
As a Company, there is strong focus on nurturing the
the same verticals and engage in cross-selling of the
existing workforce and attracting new talent through
solutions. It aims to also begin developing new verticals.
Newgen’s various HR policies and initiatives.
Focus on attractive verticals in select mature
Our Strategies
markets
Newgen’s strategies are based on addressing the
Newgen has a strong presence across regions in
market opportunities in enterprise platforms for ECM,
the banking and healthcare verticals and intends
BPM and CCM products, creating domain rich solution
to continue to expand the customer base in these
frameworks on the platform and using low code
verticals in select mature markets, including USA and
platform capabilities to create solution frameworks.
UK. The focus areas in these regions include banking
These include:
and government/PSUs in partnership with consulting
Focus on increasing the Annuity Revenue firms. As part of the strategy to increase the customer
Streams including moving towards increasing base in USA, the Company has made infrastructure
cloud deployments and operational investments in USA including hiring of
The Company has been focusing on increasing the senior-level professionals in sales and marketing for the
share of its stable revenue streams which would help in USA market since fiscal 2016. Further, the Company is
reducing the seasonality in business. Currently annuity now making in-roads in the Australian market.
revenues comprise 56% of revenues. These revenue
streams ensure higher predictability of business. Given Newgen plans to expand the product portfolio through
the current uncertain environment, the Company investments in advanced features and technologies.
is witnessing increasing acceptance for cloud It is constantly engaged in enhancement of R&D
deployments across geographies – US, APAC, India, as capabilities, particularly with a view to create solutions
well as EMEA region. During the year cloud revenues in emerging technologies that enhance the ability to
witnessed a growth of 60% reaching ` 3827.18 lakhs. develop tools for enabling entry into new areas and
developing products that address customers in specific
Expansion of business and geographical industries. Key focus areas include business intelligence
footprint and analytics, RPA, digitalisation, blockchain, dev-ops
The Company plans to expand its market share and user experience. Newgen continues to work with
across key geographies and solutions. Its platform customers in mature markets to build capabilities, both
is designed to be natively multi-lingual to address in domain and technology, for enhancing the product
challenges in multi-national organizations. Newgen offering, strengthening the platform and expanding
currently operates in 69 countries and believes that it the number of features available to customers.
88
The Company has built high level domain expertise and statutes, safeguarding assets from unauthorised use,
COMPANY OVERVIEW
created robust frameworks for Retail and Corporate executing transactions with proper authorisation and
lending in the Banking domain which are successfully ensuring compliance of corporate policies. In view
operating across banks and geographies. It aims to of the above, and for safeguarding the assets of the
increase customer penetration in these segments company, preventing and detecting fraud or other
based on its strong credentials. irregularities and maintaining proper books of account
and to ensure adequate internal financial control,
To further strengthen and expand the portfolio, the the Company is already pursuing various Standard
Company may look at inorganic ways of growth as well. Operating Procedures (SOPs), Vigil Mechanism, audit
mechanism (through Internal Audit for Financial
Expansion of strategic business applications to year 2019-20, Secretarial Audit and Statutory Audit).
STATUTORY REPORTS
new verticals Newgen also undergoes periodic audit by specialised
The Company has used the platform to create vertical third party consultants and professionals for business
domain rich products in several verticals, including specific compliances such as quality management,
banking, government/PSU, BPO/IT, insurance and Information Security Management, etc. It has continued
healthcare. While the platforms are industry-agnostic, its efforts to align all its processes and controls with
investments have been made to enhance the expertise global best practices. Our management assessed
of sales and marketing for key industry verticals. Newgen the effectiveness of the Company’s internal control
believes that focusing on the digital transformation over financial reporting as of March 31, 2020. B S R &
needs of organisations within these industry verticals Associates, LLP, Chartered Accountants, the statutory
can help drive adoption of the platform. It also plans to auditors of Newgen has audited the financial statements
target new verticals. included in this annual report and also reported on our
internal control over financial reporting (as defined in
Attract, develop and retain highly-skilled section 143 of Companies Act 2013).
employees
The Company’s employees are one of its most The Audit Committee reviews reports submitted
important assets. It focuses on the quality and level by the management and audit reports submitted
of service that the employees deliver by investing in by M/s Grant Thornton, internal auditors, and B S
recruitment, development, retention, maintenance of a R & Associates, LLP, statutory auditors. The audit
culture of innovation and by creating both a challenging committee also meets Newgen’s Statutory Auditors as
and rewarding work environment. Newgen’s talent well as Internal Auditors to ascertain, inter alia, their
development strategy focuses on engaging, motivating views on the adequacy of internal control systems and
and developing a high performing workforce and aims keeps the Board of directors informed of its major
to create and sustain a positive workplace culture observations periodically. Based on its evaluation (as
for employees. Safety of the employees is of utmost defined in section 177 of Companies Act 2013), the
importance to the organization and the company has audit committee has concluded that, as of March 31,
rapidly moved to a remote working environment with 2020, the internal financial controls were adequate and
high engagement levels with the employees. operating effectively.
Internal Controls Systems & their Human Resources

Adequacy The Company follows the philosophy of achieving
The Company has aligned its current systems of mutually beneficial and all-inclusive growth and thus
internal financial control with the requirement of values its human resources as its biggest asset. The
Companies Act 2013. The explanation of the term employees are provided a fair environment supported
‘Internal Financial Control’ has been provided only in by transparent policies to foster their personal growth
the context of section 134(5)(e). It includes policies and along with attainment of corporate objectives. It
procedures adopted by the company for ensuring the encourages all employees to strike a perfect worklife
orderly and efficient conduct of its business, thereby balance. The Company’s policies are employee
covering not only the controls pertaining to financial centric and aim at keeping its personnel motivated
statements but also include strategic and operational and satisfied. Nonetheless, the Company has formed
controls pervasive across the entire business. disciplinary policies and a code of due diligence to
ensure smooth functioning of the business.
Newgen internal controls are commensurate with
its size and the nature of its operations. These have During the year, critical functions of the organisation
been designed to provide reasonable assurance with were strengthened with assessment of Leadership
regard to recording and providing reliable financial and bandwidth to build a strong team aligned to the
operational information, complying with applicable Company’s fundamentals and culture. Particular
89
emphasis was placed on attracting, developing and Newgen is pursuing its long term growth strategies to
retaining talent and fostering a unique performance expand its market share across key geographies and
culture. The HR function launched numerous initiatives solutions. The Company believes that focusing on the
to ensure a high-performing and engaged workforce. digital transformation needs of organisations within
key industry verticals can help drive adoption of its
As on March 31, 2020, the Company had 3120 personnel platform. It continues to invest in direct and indirect
(consolidated) comprising 2900 employees of the sales channels, professional services, customer support
Company and its subsidiaries and 220 temporary/ and channel partners to expand its geographical
contract/casual/third party workers. As a result of its footprint. To address the market opportunities arising
visionary human resource policies, the Company has from digitisation, Newgen seeks to continue to
managed to attract and retain talent. expand its product portfolio and is currently working
on several new projects. The product/feature pipeline
Outlook includes Intelligent Content Services, Low-Code
Newgen’s endeavour is to provide transformative Application Development Platform, Collaborative
experience to its customers through the Company’s Work Management, Digital Sensing, BlockChain and
cutting edge products and solutions in order to change Robotic Process Automation. It also constantly works
the way organisations work. Digital Transformation on strengthening its management team to meet the
has become a central component for businesses growing business needs.
across all industries. It entails leveraging digital
tools and technologies to make life easier, bringing With these measures, the Company would continue
increased convenience, enhanced efficiency, improved to work towards creating significant value for all its
affordability, and better access to information, goods stakeholders moving forward.
and services. It also ensures maintaining business
continuity in times of difficulty.
Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users
to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of
Gartner’s research organisation and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or
implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.
The Forrester Wave™ is copyrighted by Forrester Research, Inc. Forrester and Forrester Wave™ are trademarks of Forrester Research,
Inc. The Forrester Wave™ is a graphical representation of Forrester’s call on a market and is plotted using a detailed spreadsheet with
exposed scores, weightings, and comments. Forrester does not endorse any vendor, product, or service depicted in the Forrester
Wave. Information is based on best available resources. Opinions reflect judgement at the time and are subject to change.
90
Standalone Financial Statements
Independent Auditor’s Report 92
Balance Sheet 100
Statement of Profit and Loss 101
Statement of Changes in Equity 102
Statement of Cash Flows 104
Notes to Accounts 106
Independent Auditors’ Report
To Basis for Opinion

The Members We conducted our audit in accordance with the
Newgen Software Technologies Limited Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those SAs
Report on the Audit of the Standalone Financial are further described in the Auditor’s Responsibilities
Statements for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Opinion Company in accordance with the Code of Ethics
We have audited the standalone financial statements
issued by the Institute of Chartered Accountants
of Newgen Software Technologies Limited (“the
of India together with the ethical requirements that
Company”), which comprise the Standalone Balance
are relevant to our audit of the standalone financial
Sheet as at 31 March 2020, and the Standalone Statement
statements under the provisions of the Act and the
of Profit and Loss (including other comprehensive
Rules thereunder, and we have fulfilled our other
income (loss)), Standalone Statement of Changes in
ethical responsibilities in accordance with these
Equity and Standalone Statement of Cash Flows for the
year then ended, and notes to the standalone financial requirements and the Code of Ethics. We believe that
statements, including a summary of the significant the audit evidence we have obtained is sufficient and
accounting policies and other explanatory information. appropriate to provide a basis for our opinion on the
standalone financial statements.
In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid Key Audit Matters
standalone financial statements give the information Key audit matters are those matters that, in our
required by the Companies Act, 2013 (“Act”) in the professional judgment, were of most significance in
manner so required and give a true and fair view in our audit of the standalone financial statements of
conformity with the accounting principles generally the current period. These matters were addressed in
accepted in India, of the state of affairs of the Company the context of our audit of the standalone financial
as at 31 March 2020, and profit and other comprehensive statements as a whole, and in forming our opinion
income (loss), changes in equity and its cash flows for thereon, and we do not provide a separate opinion on
the year ended on that date. these matters.
Description of Key Audit Matter

Revenue from operations (refer note 27 to the standalone financial statements)
The key audit matter How the matter was addressed in our audit
• Revenue relating to implementation services In view of the significance of the matter we applied the
from fixed price contracts is recognised based on following audit procedures in this area, among others
percentage of completion method which is estimated to obtain sufficient appropriate audit evidence:
by the Company basis the completion of milestones
and activities agreed with the customers. Due to • valuated the design and implementation of internal
E
complexity and volume of transactions, significant controls and tested the operating effectiveness
judgements are required to estimate percentage of of internal controls relating to determination of
completion and determine timing and accuracy of percentage of completion and estimation of efforts
recognition of revenue. required to complete the performance obligation;
• Involved specialists to assess the design,

implementation and operating effectiveness of key
IT controls over the IT environment in which the
business systems operate and to test information
technology system controls used in recording
revenue.
• elected specific/statistical samples of existing

S
and new contracts and performed the following
procedures:
92
Standalone Financial Statements Annual Report 2019-20
COMPANY OVERVIEW
– Inspected key terms, including price, deliverables,
timetable and milestones set out in the contract
for selected sample of contracts and identified
the distinct performance obligations.
– ested project management tool for budgeted
T
efforts and related percentage completion
milestones and establishing accuracy of
milestones based on actualisation of efforts for
delivered projects.
STATUTORY REPORTS
– ested the details of activities completed with
T
those stated in the customer contract, details
of activities completed as provided by the
project head and confirmation/acceptance of
completion of such activities by the customer.
Trade receivables (refer note 12 to the standalone financial statements)

• Significant management judgement in determining In view of the significance of the matter we applied the
the recoverable amount of trade receivables as following audit procedures in this area, among others
estimating the recoverable amount involves inherent to obtain sufficient appropriate audit evidence:
uncertainty.
• btained an understanding of and assessed the
O
design and implementation of Company’s key
internal controls relating to debt collection and
making provision for doubtful debts;
• ssessed, on a sample basis that items in the
A
receivables’ ageing report were classified within
the correct ageing bracket by comparing individual
items in the report with underlying documentation,
which included sales invoices, proof of delivery and
customers sign offs;
• ssessed the assumptions and estimates made by
A
the Company for the provision for doubtful debts
with reference to our understanding of the debtors’
financial condition, the industry in which the debtors
are operating, the ageing of overdue balances and
historical and post year-end cash receipts from the
debtors and by performed a retrospective analysis
of the historical accuracy of these estimates; and
• ested the accuracy and completeness of underlying
T
data for “expected credit loss model”.
Other Information information and, in doing so, consider whether the other
The Company’s management and Board of Directors information is materially inconsistent with the standalone
are responsible for the other information. The other financial statements or our knowledge obtained in the
information comprises the information included in audit or otherwise appears to be materially misstated.
the Company’s annual report, but does not include If, based on the work we have performed, we conclude
the standalone financial statements and our auditors’ that there is a material misstatement of this other
report thereon. information, we are required to report that fact. We have
nothing to report in this regard.
Our opinion on the standalone financial statements
does not cover the other information and we do not Management’s and Board of Directors’
express any form of assurance conclusion thereon. Responsibility for the Standalone
Financial Statements
In connection with our audit of the standalone financial The Company’s Management and Board of Directors
statements, our responsibility is to read the other are responsible for the matters stated in section 134(5)
93
of the Act with respect to the preparation of these and perform audit procedures responsive to those
standalone financial statements that give a true and risks, and obtain audit evidence that is sufficient
fair view of the state of affairs, profit/loss and other and appropriate to provide a basis for our opinion.
comprehensive income (loss), changes in equity and The risk of not detecting a material misstatement
cash flows of the Company in accordance with the resulting from fraud is higher than for one resulting
accounting principles generally accepted in India, from error, as fraud may involve collusion, forgery,
including the Indian Accounting Standards (Ind AS) intentional omissions, misrepresentations, or the
specified under section 133 of the Act. This responsibility override of internal control.
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act • Obtain an understanding of internal control relevant
for safeguarding of the assets of the Company and for to the audit in order to design audit procedures
preventing and detecting frauds and other irregularities; that are appropriate in the circumstances. Under
selection and application of appropriate accounting section 143(3)(i) of the Act, we are also responsible
policies; making judgments and estimates that are for expressing our opinion on whether the
reasonable and prudent; and design, implementation company has adequate internal financial controls
and maintenance of adequate internal financial controls with reference to financial statements in place and
that were operating effectively for ensuring accuracy the operating effectiveness of such controls.
and completeness of the accounting records, relevant
• Evaluate the appropriateness of accounting
to the preparation and presentation of the standalone
policies used and the reasonableness of accounting
financial statements that give a true and fair view and
estimates and related disclosures in the standalone
are free from material misstatement, whether due to
financial statements made by the Management
fraud or error.
and Board of Directors.
In preparing the standalone financial statements, the • Conclude on the appropriateness of the
Management and Board of Directors are responsible for Management and Board of Directors use of the
assessing the Company’s ability to continue as a going going concern basis of accounting and, based on
concern, disclosing, as applicable, matters related to the audit evidence obtained, whether a material
going concern and using the going concern basis of uncertainty exists related to events or conditions
accounting unless the Board of Directors either intends that may cast significant doubt on the Company’s
to liquidate the Company or to cease operations, or has ability to continue as a going concern. If we
no realistic alternative but to do so. conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to
The Board of Directors is also responsible for overseeing the related disclosures in the standalone financial
the Company’s financial reporting process. statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
Auditor’s Responsibilities for the on the audit evidence obtained up to the date of
Audit of the Standalone Financial our auditor’s report. However, future events or
Statements conditions may cause the Company to cease to
Our objectives are to obtain reasonable assurance continue as a going concern.
about whether the standalone financial statements as
a whole are free from material misstatement, whether • Evaluate the overall presentation, structure and
due to fraud or error, and to issue an auditor’s report content of the standalone financial statements,
that includes our opinion. Reasonable assurance including the disclosures, and whether the
is a high level of assurance, but is not a guarantee standalone financial statements represent the
that an audit conducted in accordance with SAs will underlying transactions and events in a manner
always detect a material misstatement when it exists. that achieves fair presentation.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, We communicate with those charged with governance
they could reasonably be expected to influence the regarding, among other matters, the planned scope
economic decisions of users taken on the basis of these and timing of the audit and significant audit findings,
standalone financial statements. including any significant deficiencies in internal control
that we identify during our audit.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional We also provide those charged with governance with
skepticism throughout the audit. We also: a statement that we have complied with relevant
ethical requirements regarding independence, and
• Identify and assess the risks of material to communicate with them all relationships and other
misstatement of the standalone financial matters that may reasonably be thought to bear on our
statements, whether due to fraud or error, design independence, and where applicable, related safeguards.
94
From the matters communicated with those charged to standalone financial statements of the
COMPANY OVERVIEW
with governance, we determine those matters that Company and the operating effectiveness
were of most significance in the audit of the standalone of such controls, refer to our separate
financial statements of the current period and are Report in “Annexure B”.
therefore the key audit matters. We describe these
matters in our auditors’ report unless law or regulation (B)
With respect to the other matters to be
precludes public disclosure about the matter or when, included in the Auditors’ Report in accordance
in extremely rare circumstances, we determine that with Rule 11 of the Companies (Audit and
a matter should not be communicated in our report Auditors) Rules, 2014, in our opinion and to
because the adverse consequences of doing so would the best of our information and according to
reasonably be expected to outweigh the public interest the explanations given to us:
STATUTORY REPORTS
benefits of such communication.
i. The Company has disclosed the impact
Report on Other Legal and of pending litigations as at 31 March 2020
Regulatory Requirements on its financial position in its standalone
1. As required by the Companies (Auditors’ Report) financial statements - Refer Note 36 to
Order, 2016 (“the Order”) issued by the Central the standalone financial statements;
Government in terms of section 143 (11) of the Act,
ii. The Company did not have any long-term
we give in the “Annexure A” a statement on the
contracts including derivative contracts
matters specified in paragraphs 3 and 4 of the
for which there were any material
Order, to the extent applicable.
foreseeable losses;
2. (A) As required by Section 143(3) of the Act, we iii. There were no amounts which were
report that: required to be transferred to the Investor
Education and Protection Fund by the
a) We have sought and obtained all the Company.
information and explanations which to
the best of our knowledge and belief iv. The disclosures in the standalone financial
were necessary for the purposes of our statements regarding holdings as well as
audit. dealings in specified bank notes during
the period from 8 November 2016 to 30
b) In our opinion, proper books of account December 2016 have not been made in
as required by law have been kept by the these standalone financial statements
Company so far as it appears from our since they do not pertain to the financial
examination of those books. year ended 31 March 2020.
c)
The Standalone Balance Sheet, the (C) With respect to the matter to be included in
Standalone Statement of Profit and Loss the Auditors’ Report under section 197(16):
(including other comprehensive income
(loss)), the Standalone Statement of In our opinion and according to the information
Changes in Equity and the Standalone and explanations given to us, the remuneration
Statement of Cash Flows dealt with by paid by the company to its directors during the
this Report are in agreement with the current year is in accordance with the provisions
books of account. of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
d) In our opinion, the aforesaid standalone down under Section 197 of the Act. The Ministry
financial statements comply with the Ind of Corporate Affairs has not prescribed other
AS specified under section 133 of the Act. details under Section 197(16) which are required
to be commented upon by us.
e) On the basis of the written representations
received from the directors as on 31 For B S R & Associates LLP
March 2020 taken on record by the Chartered Accountants
Board of Directors, none of the directors Firm's Registration No.
is disqualified as on 31 March 2020 from 116231W/W-100024
being appointed as a director in terms of
Section 164(2) of the Act. Rakesh Dewan
Partner
f)
With respect to the adequacy of the Place: Gurugram Membership No. 092212
internal financial controls with reference Date: 26 May 2020 UDIN: 20092212AAAABM8147
95
Annexure A
referred to in our Independent Auditors’ Report to the members of Newgen Software Technologies
Limited on the standalone financial statements for the year ended 31 March 2020, we report that:
(i) (a) The Company has maintained proper records (vi)

The Central Government has not prescribed the
showing full particulars, including quantitative maintenance of cost records under sub section (1)
details and situation of fixed assets. of section 148 of the Companies Act, 2013 for any
of the activities carried out by the Company.
(b) The Company has a regular program of
physical verification of its fixed assets by which (vii) (a) According to the information and explanation
all fixed assets are verified in a phased manner given to us and on the basis of our
over a period of two years. In accordance examination of the records of the Company,
with this programme, fixed assets at certain amounts deducted/ accrued in the books of
locations were verified by the management account in respect of undisputed statutory
during the year. In our opinion, this periodicity dues including Provident Fund, Employees’
of physical verification is reasonable having State Insurance, Income- tax, Goods and
regard to the size of the Company and the Service tax, Duty of customs, Cess and other
nature of its assets. As informed to us, no material statutory dues have been regularly
material discrepancies were noticed on such deposited during the year by the Company
verification. with the appropriate authorities. As explained
to us, the Company did not have any dues on
(c) According to the information and explanations
account of Duty of excise, Sales tax, Service
given to us and on the basis of our examination
tax and Value added tax.
of the records of the Company, the title deeds
and lease deeds of the immovable properties
According to the information and explanations
are held in the name of the Company.
given to us, no undisputed amounts payable in
respect of Provident Fund, Employees’ State
(ii)
The Company is a service company, primarily
Insurance, Income-tax, Goods and Service
engaged in the business of software product
tax, Duty of customs, Cess and other material
development including designing and delivering
statutory dues were in arrears as at 31 March
end-to-end software solutions covering the entire
2020 for a period of more than six months
spectrum of software services from workflow
from the date they became payable.
automation to document management to
imaging. Accordingly, it does not hold any physical
(b) According to the information and explanations
inventories at the end of the year. Thus, paragraph
given to us, there are no dues in respect of
3(ii) of the Order is not applicable.
Income tax, Goods and Service tax and Duty
(iii) The Company has not granted any loans, secured of customs which have not been deposited
or unsecured, to Companies, limited liability with the appropriate authorities on account
partnerships, firms or other parties covered in of any dispute. As explained above, the
the register required under section 189 of the Company did not have any dues on account
Companies Act, 2013. Accordingly, para 3(iii) of the of Duty of excise, Sales tax, Service tax and
Order is not applicable. Value added tax.
(iv) According to the information and explanations (viii) In our opinion, and according to the information
given to us, the Company has not given any and explanations given to us, the Company has
loan, guarantee and security as specified under not defaulted in repayment of loans/borrowings
section 185 and 186 of the Companies Act, 2013. to banks. Further, there were no dues payable to
Further, the investment made by the Company is financial institutions, government or debenture
in compliance with section 186 of the Companies holders during the year or outstanding as at
Act, 2013. 31 March 2020.
(v) As per the information and explanations given to (ix) The Company has not raised any money by way
us, the Company has not accepted any deposits as of initial public offer during the year. However, the
mentioned in the directives issued by the Reserve Company had raised money by way of initial public
Bank of India and the provisions of section 73 to 76 offer during the year 2017-18. The proceeds from
or any other relevant provisions of the Act and the IPO were Rs. 8,150.85 Lacs (net of issue related
rules framed there under. expenses).
96
Details of utilization of IPO Proceeds is as follows:
COMPANY OVERVIEW
Particulars Net Proceeds Utilized upto Amount Unutilized
(in Rs Lacs) 31 March 2020 upto March 31 2020
(in Rs Lacs) (in Rs Lacs)
Purchase and furnishing of office premises 8,150.85 8,150.85 Nil
near Noida-Greater Noida Expressway, Uttar
Pradesh and general corporate expenses
Total 8,150.85 8,150.85 Nil
The Company has not raised money by way of Companies Act, 2013 and the details have been
STATUTORY REPORTS
further public offer (including debt instruments) disclosed in the standalone financial statements, as
or term loans during the year. required, by the applicable accounting standards.
(x) According to the information and explanations (xiv) A

ccording to the information and explanation
given to us, no fraud by the Company or on the given to us and on the basis of our examination
Company by its officers or employees has been of the records of the Company, the Company
noticed or reported during the year. has not made any preferential allotment, private
placement of shares and fully or partly convertible
(xi) According to the information and explanations debentures during the year. Accordingly,
given to us and on the basis of our examination paragraph 3(xiv) of the Order is not applicable.
of the records of the Company, managerial
remuneration has been paid/provided by the (xv) A
ccording to information and explanations given
Company in accordance with provisions of section to us, the Company has not entered into any
197 read with Schedule V of the Companies Act, non-cash transactions with directors or persons
2013. connected with them. Accordingly, paragraph
3(xv) of the Order is not applicable.
(xii) According to the information and explanations
given to us, the Company is not a Nidhi Company. For B S R & Associates LLP
Accordingly, paragraph 3(xii) of the Order is not Chartered Accountants
applicable. Firm's Registration No.
116231W/W-100024
(xiii) A
ccording to the information and explanations
given to us and on the basis of our examination Rakesh Dewan
of the records of the Company, there are no Partner
transactions with related parties which are not Place: Gurugram Membership No. 092212
in compliance with Section 177 and 188 of the Date: 26 May 2020 UDIN: 20092212AAAABM8147
97
Annexure B
to the Independent Auditors’ report on the standalone financial statements of Newgen Software
Technologies Limited for the year ended 31 March 2020
Report on the internal financial controls with reference Note and the Standards on Auditing, prescribed under
to the aforesaid standalone financial statements section 143(10) of the Act, to the extent applicable to
under Clause (i) of Sub-section 3 of Section 143 of an audit of internal financial controls with reference
the Companies Act, 2013 to standalone financial statements. Those Standards
and the Guidance Note require that we comply with
(Referred to in paragraph 2(A)(f) under ‘Report on ethical requirements and plan and perform the audit to
Other Legal and Regulatory Requirements’ section of obtain reasonable assurance about whether adequate
our report of even date) internal financial controls with reference to standalone
financial statements were established and maintained
Opinion and whether such controls operated effectively in all
We have audited the internal financial controls with material respects.
reference to standalone financial statements of Newgen
Software Technologies Limited (“the Company”) as Our audit involves performing procedures to obtain
of 31 March 2020 in conjunction with our audit of the audit evidence about the adequacy of the internal
standalone financial statements of the Company for financial controls with reference to standalone financial
the year ended on that date. statements and their operating effectiveness. Our
audit of internal financial controls with reference to
In our opinion, the Company has, in all material respects, standalone financial statements included obtaining
adequate internal financial controls with reference an understanding of such internal financial controls,
to standalone financial statements and such internal assessing the risk that a material weakness exists,
financial controls with reference to standalone financial and testing and evaluating the design and operating
statements were operating effectively as at 31 March effectiveness of internal control based on the assessed
2020, based on the internal financial controls with risk. The procedures selected depend on the auditor’s
reference to financial statements criteria established by judgement, including the assessment of the risks of
the Company considering the essential components of material misstatement of the standalone financial
internal control stated in the Guidance Note on Audit statements, whether due to fraud or error.
of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of We believe that the audit evidence we have obtained is
India (the “Guidance Note”). sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls
Management’s Responsibility for with reference to standalone financial statements.
Internal Financial Controls
The Company’s management and the Board of Meaning of Internal Financial
Directors are responsible for establishing and controls with Reference to
maintaining internal financial controls based on the Standalone Financial Statements
internal financial controls with reference to standalone A company’s internal financial controls with reference to
financial statements criteria established by the standalone financial statements is a process designed
Company considering the essential components of to provide reasonable assurance regarding the reliability
internal control stated in the Guidance Note. These of financial reporting and the preparation of financial
responsibilities include the design, implementation and statements for external purposes in accordance
maintenance of adequate internal financial controls that with generally accepted accounting principles. A
were operating effectively for ensuring the orderly and company’s internal financial controls with reference to
efficient conduct of its business, including adherence standalone financial statements include those policies
to company’s policies, the safeguarding of its assets, and procedures that (1) pertain to the maintenance of
the prevention and detection of frauds and errors, records that, in reasonable detail, accurately and fairly
the accuracy and completeness of the accounting reflect the transactions and dispositions of the assets
records, and the timely preparation of reliable financial of the company; (2) provide reasonable assurance
information, as required under the Companies Act, that transactions are recorded as necessary to permit
2013 (hereinafter referred to as “the Act”). preparation of financial statements in accordance
with generally accepted accounting principles, and
Auditors’ Responsibility that receipts and expenditures of the company are
Our responsibility is to express an opinion on the being made only in accordance with authorisations of
Company’s internal financial controls with reference to management and directors of the company; and (3)
standalone financial statements based on our audit. We provide reasonable assurance regarding prevention or
conducted our audit in accordance with the Guidance timely detection of unauthorised acquisition, use, or
98
disposition of the company’s assets that could have a with reference to standalone financial statements may
COMPANY OVERVIEW
material effect on the financial statements. become inadequate because of changes in conditions,
or that the degree of compliance with the policies or
Inherent Limitations of Internal procedures may deteriorate.
Financial controls with Reference to
Standalone Financial Statements For B S R & Associates LLP
Because of the inherent limitations of internal financial Chartered Accountants
controls with reference to standalone financial Firm's Registration No.
statements, including the possibility of collusion or 116231W/W-100024
improper management override of controls, material
misstatements due to error or fraud may occur and Rakesh Dewan
STATUTORY REPORTS
not be detected. Also, projections of any evaluation Partner
of the internal financial controls with reference to Place: Gurugram Membership No. 092212
standalone financial statements to future periods are Date: 26 May 2020 UDIN: 20092212AAAABM8147
subject to the risk that the internal financial controls
99
Standalone Balance Sheet

as at 31 March 2020
(All amounts are in lakhs of Indian Rupees, unless otherwise stated)
Note As at As at
31 March 2020 31 March 2019
ASSETS
Non-current assets
Property, plant and equipment 4 6,520.72 6,676.59
Capital work-in-progress 4 9,072.62 8,321.36
Right-of-use assets 19 6,007.01 -
Intangible assets 5 139.56 130.55
Investment in subsidiaries 6 1,417.65 922.39
Financial assets
Loans 7 427.69 329.80
Other financial assets 8 351.48 316.69
Deferred tax assets (net) 33 2,269.32 1,790.62
Income tax assets (net) 9 1,581.18 995.21
Other non-current assets 10 91.20 144.65
Total non-current assets 27,878.43 19,627.86
Current assets
Financial assets
Investments 11 7,610.67 5,165.86
Trade receivables 12 23,813.20 23,684.65
Cash and cash equivalents 13 5,758.70 13,355.94
Other bank balances 13A 6,516.11 2,139.40
Loans 14 95.56 44.63
Other financial assets 15 8,260.42 6,275.55
Other current assets 16 651.75 624.80
Total current assets 52,706.41 51,290.83
TOTAL ASSETS 80,584.84 70,918.69
EQUITY AND LIABILITIES
Equity
Share capital 17 6,908.98 6,845.76
Other equity 18
Securities premium 10,069.59 9,611.37
Retained earnings 33,286.82 29,414.27
Others (including items of other comprehensive income) 2,427.16 2,526.02
Total equity attributable to the owners of the Company 52,692.55 48,397.42
Non-current liabilities
Financial liabilities
Lease liabilities 19 2,129.79 1,028.56
Provisions 20 2,320.24 1,929.02
Total non-current liabilities 4,450.03 2,957.58
Current liabilities
Lease liabilities 19 1,217.24 291.59
Borrowings 21 7,453.21 6,772.64
Trade payables 22 3,149.06 2,461.48
Other financial liabilities 23 4,036.57 3,505.38
Deferred income 24 5,972.22 4,684.14
Other current liabilities 25 1,206.00 1,502.00
Provisions 26 407.96 346.46
Total current liabilities 23,442.26 19,563.69
Total liabilities 27,892.29 22,521.27
TOTAL EQUITY AND LIABILITIES 80,584.84 70,918.69
Summary of significant accounting policies 3
The accompanying notes are an integral part of the Standalone Financial Statements
As per our report of even date attached
For B S R & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Newgen Software Technologies Limited
Firm Registration No.:
116231W / W-100024
Rakesh Dewan Diwakar Nigam T. S. Varadarajan Arun Kumar Gupta Aman Mourya
Partner Chairman & Whole Time Director Chief Financial Officer Company Secretary
Membership No.: 092212 Managing Director DIN: 00263115 Membership No: 056859 Membership No: F9975
UDIN: 20092212AAAABM8147 DIN: 00263222
Place: Gurugram Place: New Delhi Place: Chennai Place: Noida Place: Noida
Date: 26 May 2020 Date: 26 May 2020 Date: 26 May 2020 Date: 26 May 2020 Date: 26 May 2020
100
Standalone Statement of Profit and Loss
COMPANY OVERVIEW
for the year ended 31 March 2020
Note For the year ended For the year ended

31 March 2020 31 March 2019
Income
Revenue from operations 27 57,740.12 55,204.05
Other income 28 2,084.60 2,022.86
Total income 59,824.72 57,226.91
Expenses
STATUTORY REPORTS
Employee benefits expense 29 29,272.42 24,873.40
Finance costs 30 1,069.70 841.12
Depreciation and amortisation expense 31 1,807.80 580.17
Other expenses 32 19,116.44 18,420.33
Total expenses 51,266.36 44,715.02
Tax expense 33
Current tax 2,419.17 2,792.96
Deferred tax (credit)/ charge (452.04) 135.85
Income tax expense 1,967.13 2,928.81
Profit for the year 6,591.23 9,583.08
Other comprehensive income / (loss)
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit liability (asset) (106.35) (84.78)
Income tax relating to items that will not be reclassified to profit or loss 37.16 29.63
Net other comprehensive (loss) not to be reclassified (69.19) (55.15)
subsequently to profit or loss
Items that will be reclassified subsequently to profit or loss
Debt instruments through other comprehensive income - 5.72 (2.14)
net change in fair value
Income tax relating to items that will be reclassified to profit or loss (2.00) 0.75
Net other comprehensive income / (loss) to be 3.72 (1.39)
reclassified subsequently to profit or loss
Other comprehensive (loss) for the year, net of income tax (65.47) (56.54)
Profit attributable to:
Owners of the Company 6,591.23 9,583.08
Other comprehensive (loss) attributable to:
Owners of the Company (65.47) (56.54)
Other comprehensive (loss) for the year (65.47) (56.54)
Total comprehensive income attributable to:
Earnings per equity share 34
Nominal value of share INR 10 (31 March 2019: INR 10)
Basic earning per share (INR) 9.57 14.08
Diluted earning per share (INR) 9.52 13.82
116231W / W-100024
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101
a. Share capital
102
Particulars Equity share capital Total share captial
Number Amount Amount
Balance as at 1 April 2018 69,235,701 6,923.57 6,923.57
Add: Issued during the year to Newgen ESOP Trust 350,000 35.00 35.00
Balance as at 31 March 2019 69,585,701 6,958.57 6,958.57
Less: Shares held by Newgen ESOP Trust 1,128,091 112.81 112.81
Total Share capital as at 31 March 2019 68,457,610 6,845.76 6,845.76
Less: Shares held by Newgen ESOP Trust 865,888 86.59 86.59
Standalone
b. Other equity*
Particulars Securities Retained Others Items of Other Total

premium earnings comprehensive income attributable

Capital General Newgen Share options Remeasurement Debt to owners
redemption reserve ESOP Trust outstanding of defined instruments of the
reserve reserve reserve benefit liability through OCI Company
Balance as at 31 March 2018 9,681.49 21,500.53 87.95 1,731.39 231.65 391.88 28.05 14.87 33,667.81
Profit for the year - 9,583.08 - - - - - - 9,583.08
Other comprehensive income/(loss) - - - - - - (55.15) (1.39) (56.54)
(net of tax)
Securities premium on issue of shares 185.50 - - - - - - - 185.50

to Newgen ESOP Trust
Transactions with owners, recorded
directly in equity
Addition to Newgen ESOP Trust reserve - - - - 26.13 - - - 26.13
Contributions by and distributions
to owners
Dividend on equity shares - (1,384.71) - - - - - - (1,384.71)
Dividend distribution tax on dividend - (284.63) - - - - - - (284.63)
on equity shares
Employee stock compensation expense - - - - - 178.25 - - 178.25
Loss of debt instrument transferred to - - - - - - - 3.32 3.32
Statement of Profit and Loss
Transferred to securities premium 110.93 - - - - (110.93) - - -
account on exercise of stock options
Balance as at 31 March 2019 9,977.92 29,414.27 87.95 1,731.39 257.78 459.20 (27.10) 16.80 41,918.21
Less: Securities premium on shares 366.55 - - - - - - - 366.55
held by Newgen ESOP Trust
Balance as at 1 April 2019 9,977.92 29,414.27 87.95 1,731.39 257.78 459.20 (27.10) 16.80 41,918.21
Transition impact of Ind AS 116- Leases, - (202.00) - - - - - - (202.00)
Statement of Changes in Equity
net of taxes (refer note 19)

Restated balance as at 1 April 2019 9,977.92 29,212.27 87.95 1,731.39 257.78 459.20 (27.10) 16.80 41,716.21
Particulars Securities Retained Others Items of Other Total
premium earnings comprehensive income attributable
Capital General Newgen Share options Remeasurement Debt to owners
redemption reserve ESOP Trust outstanding of defined instruments of the
reserve reserve reserve benefit liability through OCI Company
Profit for the year - 6,591.23 - - - - - - 6,591.23
Other comprehensive income/(loss) - - - - - - (69.19) 3.72 (65.47)
(net of tax)
Securities premium on issue of shares 196.10 - - - - - - - 196.10
Transactions with owners,
recorded directly in equity
Addition to Newgen ESOP Trust reserve - - - - 39.69 - - - 39.69
Standalone Financial Statements
Contributions by and distributions

to owners
Dividend on equity shares - (2,087.57) - - - - - - (2,087.57)
Dividend distribution tax on dividend - (429.11) - - - - - - (429.11)
on equity shares
Employee stock compensation expense - - - - - 87.03 - - 87.03
(Gain) of debt instrument transferred to - - - - - - - (19.63) (19.63)
Statement of Profit and Loss
Transferred to securities premium 140.48 - - - - (140.48) - - -
Less: Securities premium on shares 244.91 - - - - - - - 244.91
* Refer Note 18
Summary of significant accounting policies Note 3
116231W / W-100024
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103
FINANCIAL STATEMENTS STATUTORY REPORTS COMPANY OVERVIEW

Standalone Statement of Cash Flows

Particulars For the year For the year

ended ended
31 March 2020 31 March 2019
A. Cash flows from operating activities
Net profit before tax 8,558.36 12,511.89
Adjustments for:
(Profit) / Loss on sale of property, plant and equipment (1.10) 3.89
Loss allowance on trade receivables 1,736.67 1,573.26
Liabilities/ provision no longer required written back (169.22) (148.19)
Loss allowance on other financial assets 23.72 22.82
Unrealised foreign exchange gain (349.95) (92.08)
Share based payment - equity settled 82.82 174.05
Finance cost on lease liabilities 335.74 166.99
Interest expense on packing credit 649.65 621.91
Fair value changes of financial assets at FVTPL (173.01) (245.75)
Loss on sale of mutual funds (net) at FVTPL 6.85 -
Loss on sale of bonds at FVTOCI 7.07 5.07
Interest income on security deposits at amortised cost (40.09) (28.60)
Interest income from government and other bonds at FVTOCI (148.11) (127.46)
Interest income from bank deposits (804.15) (744.87)
Operating cash flow before working capital changes 11,523.05 14,273.10
Increase in trade receivables (1,288.73) (4,802.79)
(Increase) / Decrease in loans (108.73) 236.23
Increase in other financial assets (1,753.07) (766.29)
Decrease in other assets 29.37 48.95
Increase in provisions 346.37 326.05
Increase in other financial liabilities 171.84 273.00
Increase in other liabilities 992.08 1,255.99
Increase in trade payables 856.80 465.91
Cash generated from operations 10,768.98 11,310.15
Income taxes paid (net) (2,990.58) (2,441.58)
Net cash generated from operating activities (A) 7,778.40 8,868.57
B. Cash flows from investing activities

Acquisition or construction of property plant and equipment including (4,330.75) (7,177.34)
intangible assets, capital work-in-progress and capital advances
Proceeds from sale of property plant and equipment 2.79 16.48
Purchase of mutual funds and bonds (4,742.85) -
Proceeds from redemption of mutual funds and bonds 2,467.46 98.08
Interest received from bonds 168.30 74.65
Interest received from bank deposits 501.70 627.36
Investment in subsidiary company (491.05) -
Investment in bank deposits (net of maturity) (4,415.08) (2,160.85)
Net cash used in investing activities (B) (10,839.48) (8,521.62)
104
COMPANY OVERVIEW
ended ended
31 March 2020 31 March 2019
C. Cash flows from financing activities
Proceeds from short-term borrowings (net) 454.03 1,856.00
STATUTORY REPORTS
Repayment oflease liability (2,258.91) (298.76)
Proceeds from issue of equity shares under ESOP scheme 380.97 361.30
Dividend paid (including dividend distribution tax) (2,516.68) (1,667.57)
Interest expense on packing credit (635.26) (788.90)
Gain on transfer of equity shares by Newgen ESOP trust 39.69 26.13
Net cash used in financing activities (C) (4,536.16) (511.80)
Net decrease in cash and cash equivalents (A + B + C) (7,597.24) (164.85)
Cash and cash equivalents at the beginning of the year 13,355.94 13,520.79
Cash and cash equivalents at the end of the year 5,758.70 13,355.94
Components of cash and cash equivalents:(refer note 13)

Cash in hand 4.51 5.67
Balances with banks:
- in current accounts 1,754.19 3,948.31
- balances with scheduled banks in deposit accounts with 4,000.00 9,401.96
original maturity of less than 3 months
5,758.70 13,355.94
Notes:
1. The cash flow statement has been prepared under the indirect method as set out in the Ind AS 7 “Statement of Cash Flows”
116231W / W-100024
UDIN: 20092212AAAABM8147 DIN: 00263222
105
Notes
to the Standalone Financial Statements for the year ended 31 March 2020
1 I Background C. Basis of measurement

Newgen Software Technologies Limited (‘Newgen’ The financial statements have been prepared on the
or ‘the Company’) is a public company domiciled historical cost basis except for the following items:
and incorporated under the provisions of the
Companies Act applicable in India. The registered Items Measurement basis
office of the Company is situated at A-6, Satsang Certain financial Fair value
Vihar Marg, Qutab Institutional Area, New Delhi - assets and liabilities
110067. The Company raised money by way of initial Net defined benefit Fair value of plan assets
public offer during the year ended 31 March 2018 (asset)/ liability less present value of
and its shares were listed on the National Stock defined benefit obligations
Exchange (NSE) and Bombay Stock Exchange
(BSE) of India. D. Use of estimates and judgements
The preparation of financial statements in
The Company is a global software Company and conformity with Ind AS requires management to
is engaged in the business of software product make judgments, estimates and assumptions that
development including designing and delivering affect the application of accounting policies and
end-to-end software solutions covering the the reported amounts of assets, liabilities, income
entire spectrum of software services from and expenses and the accompanying disclosures.
workflow automation to Document management Uncertainty about the assumptions and estimates
to imaging. Newgen provides a complete range could result in outcomes that may require material
of software that helps automate business adjustment to the carrying value of assets or
processes. Newgen’s solutions enable document liabilities affected in future periods.
intensive organizations/ industries such as
Finance and Banking, Insurance and government Estimates and underlying assumptions are
departments to improve productivity through reviewed on an ongoing basis. Revisions to
better document management and workflow accounting estimates are recognized in the period
implementation. in which the estimates are revised and in any future
periods affected.
2 I Basis of Preparation
A. Statement of compliance Judgements
The financial statements of the Company Information about judgements made in applying
have been prepared in accordance with Indian accounting policies that have the most significant
Accounting Standards (“Ind AS”) notified under effects on the amounts recognised in the financial
the Companies (Indian Accounting Standards) statements is included in the following notes:
Rules, 2015 and Companies (Indian Accounting
• Note 3(i) and Note 27 – revenue recognition
Standards) Amendment Rules, 2016. The financial
from fixed price contracts of software
statements for the year ended 31 March 2018 were
the first financial statements that the Company implementation services: percentage of
had prepared in accordance with Ind AS. completion method to estimate the efforts or
costs expended to date as a proportion of the
The financial statements were authorised for issue total efforts or costs to be expended.
by the Company’s Board of Directors on 26 May • Note 3(l) and Note 19 – determination of lease
2020. term;
Details of the Company’s accounting policies are Assumptions and estimation uncertainties
included in Note 3. Information about assumptions and estimation
uncertainties that have a significant risk of resulting
B. Functional and presentation currency
in a material adjustment in the year ending 31
These financial statements are presented in
March 2020 is included in the following notes:
Indian Rupees (INR), which is also the Company’s
functional currency. All amounts have been • Note 3(c)(iii) –Estimation of Useful lives of
rounded-off to the nearest lakhs, unless otherwise intangible assets and Property, plant and
indicated. equipment
106
Notes
COMPANY OVERVIEW
• Note 29 – Measurement of defined benefit All other assets/ liabilities are classified as non-
obligations: key actuarial assumptions; current. Deferred tax assets and liabilities (if any)
are classified as non-current assets and liabilities.
• Note 33 – Recognition of deferred tax assets:
availability of future taxable profit against
Operating cycle
which tax losses carried forward can be used;
Based on the nature of the operations and the time
STATUTORY REPORTS
• Note 35 –Fair value of share based payments between the acquisition of assets for processing
• Note 44(a) – Impairment of trade receivables and their realization in cash or cash equivalents,
and financial assets. the Company has ascertained its operating cycle
• Note 19 – Recognition of right of use asset and as twelve months for the purpose of current/non-
lease liability current classification of assets and liabilities.
F. Measurement of fair values

E. Current and non-current classification
A number of the Company’s accounting policies
The Company presents assets and liabilities in
and disclosures require the measurement of
the balance sheet based on current / non-current
fair values, for both financial and non-financial
classification.
assets and liabilities. The Company has an
established control framework with respect to the
An asset is classified as current when it satisfies
measurement of fair values. The finance team has
any of the following criteria:
overall responsibility for overseeing all significant
• it is expected to be realized in, or is intended fair value measurements, including Level 3 fair
for sale or consumption in, the Company’s values, and reports directly to the chief financial
normal operating cycle. officer. The Company regularly reviews significant
• it is held primarily for the purpose of being unobservable inputs and valuation adjustments.
traded; If third party information, such as broker quotes
or pricing services, is used to measure fair values,
• it is expected to be realized within 12 months then the Company assesses the evidence obtained
after the reporting date; or from the third parties to support the conclusion
• it is cash or cash equivalent unless it is that these valuations meet the requirements of Ind
restricted from being exchanged or used to AS, including the level in the fair value hierarchy in
settle a liability for at least 12 months after the which the valuations should be classified.
reporting date.
Significant valuation issues are reported to the
Company’s audit committee.
A liability is classified as current when it satisfies
Fair values are categorised into different levels in a
• it is expected to be settled in the Company’s fair value hierarchy based on the inputs used in the
normal operating cycle; valuation techniques as follows.
• it is held primarily for the purpose of being • Level 1: quoted prices (unadjusted) in active
traded; markets for identical assets or liabilities.
• it is due to be settled within 12 months after • Level 2: inputs other than quoted prices
the reporting date; or included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices)
• the Company does not have an unconditional or indirectly (i.e. derived from prices).
right to defer settlement of the liability for at
least 12 months after the reporting date. Terms • Level 3: inputs for the asset or liability that
of a liability that could, at the option of the are not based on observable market data
counterparty, result in its settlement by the (Unobservable inputs).
issue of equity instruments do not affect its
classification. When measuring the fair value of an asset or a
liability, the Company uses observable market data
Current assets/liabilities include current portion of as far as possible. If the inputs used to measure the
non-current financial assets/liabilities respectively. fair value of an asset or a liability fall into different
107
Notes
levels of the fair value hierarchy, then the fair A financial asset or financial liability is initially
value measurement is categorised in its entirety measured at fair value plus, for an item not
in the same level of the fair value hierarchy as the at fair value through profit and loss (FVTPL),
lowest level input that is significant to the entire transaction costs that are directly attributable
measurement. to its acquisition or issue.
The Company recognises transfers between ii. Classification and subsequent measurement
levels of the fair value hierarchy at the end of the Financial assets:
reporting period during which the change has On initial recognition, a financial asset is
occurred. classified as measured at
Further information about the assumptions made - Amortised cost;
in measuring fair values is included in the following
- Fair value through Other Comprehensive
notes:
Income (FVOCI) – debt investment;
Note 35 – Share-based payment arrangements; and - Fair Value through Other Comprehensive
Income (FVOCI) – equity investment; or
Note 44 – Financial instruments.
- FVTPL
3 I Significant Accounting Policies
a. Foreign currency Financial assets are not reclassified subsequent to
i. Functional currency their initial recognition, except if and in the period
The Company’s financial statements are the Company changes its business model for
presented in INR, which is also the Company’s managing financial assets.
functional currency.
A financial asset is measured at amortised cost if it
ii. Foreign currency transactions meets both of the following conditions and is not
Transactions in foreign currencies are designated as FVTPL:
translated into INR, the functional currency
of the Company, at the exchange rates at the • the asset is held within a business model
dates of the transactions or an average rate if whose objective is to hold assets to collect
the average rate approximates the actual rate contractual cash flows; and
at the date of the transaction.
• the contractual terms of the financial asset
Monetary assets and liabilities denominated give rise on specified dates to cash flows that
in foreign currencies are translated into the are solely payments of principal and interest
functional currency at the exchange rate at on the principal amount outstanding.
the reporting date. Non-monetary assets
and liabilities that are measured at fair value A debt investment is measured at FVOCI if it
in a foreign currency are translated into the meets both of the following conditions and is not
functional currency at the exchange rate when designated as FVTPL:
the fair value was determined. Non-monetary
assets and liabilities that are measured based • the asset is held within a business model
on historical cost in a foreign currency are whose objective is achieved by both collecting
translated at the exchange rate at the date of contractual cash flows and selling financial
the transaction. assets; and
b. Financial instruments • the contractual terms of the financial asset

i. Recognition and initial measurement give rise on specified dates to cash flows that
Trade receivables and debt securities are solely payments of principal and interest
issued are initially recognised when they on the principal amount outstanding.
are originated. All other financial assets and
financial liabilities are initially recognised All financial assets not classified as measured at
when the Company becomes a party to the amortised cost or FVOCI as described above are
contractual provisions of the instrument. measured at FVTPL. On initial recognition, the
108
Notes
COMPANY OVERVIEW
Company may irrevocably designate a financial Basis the above classification criteria, Company’s
asset that otherwise meets the requirements to investments are classified as below:-
be measured at amortised cost or at FVOCI as at
- Investments in government and other bonds
FVTPL if doing so eliminates or significantly reduces
have been classified as FVOCI.
an accounting mismatch that would otherwise arise.
-
Investments in Mutual funds have been
STATUTORY REPORTS
Financial assets: Business model assessment classified as FVTPL.
The Company makes an assessment of the objective
of the business model in which a financial asset is Financial assets: Subsequent measurement and
held at a portfolio level because this best reflects gains and losses
the way the business is managed and information Financial assets at FVTPL
is provided to management, for instance the stated These assets are subsequently measured at fair
policies and objectives for the portfolio, frequency, value. Net gains and losses, including any interest
volume and timing of sales of financial assets in prior or dividend income, are recognised in profit or loss.
periods, the reasons for such sales and expectations
Financial assets at amortised cost
about future sales activity.

These assets are subsequently measured at
Transfers of financial assets to third parties in amortised cost using the effective interest method.
transactions that do not qualify for derecognition The amortised cost is reduced by impairment
are not considered sales for this purpose, losses. Interest income, foreign exchange gains
consistent with the Company’s continuing and losses and impairment are recognised in
recognition of the assets. profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
Financial assets that are held for trading or are
managed and whose performance is evaluated on Debt investments at FVOCI
a fair value basis are measured at FVTPL. These assets are subsequently measured at fair
value. Interest income under the effective interest
Financial assets: Assessment whether contractual
method, foreign exchange gains and losses and
cash flows are solely payments of principal and
impairment are recognised in profit or loss. Other
Interest.
net gains and losses are recognised in OCI. On
derecognition, gains and losses accumulated in
For the purposes of this assessment, ‘principal’ is
OCI are reclassified to profit or loss.
defined as the fair value of the financial asset on initial
recognition. ‘Interest’ is defined as consideration
Equity investments at FVOCI
for the time value of money and for the credit risk
These assets are subsequently measured at fair
associated with the principal amount outstanding
value. Dividends are recognized as income in
during a particular period of time and for other
Statement of profit or loss unless the dividend
basic lending risks and costs (e.g. liquidity risk and
clearly represents a recovery of part of the cost
administrative costs), as well as a profit margin.
of the investment. Other net gains and losses
are recognised in OCI and are not reclassified to
In assessing whether the contractual cash flows
Statement of profit or loss.
are solely payments of principal and interest, the
Company considers the contractual terms of the
Financial liabilities: Classification, subsequent
instrument. This includes assessing whether the
measurement and gains and losses
financial asset contains a contractual term that could
Financial liabilities are classified as measured at
change the timing or amount of contractual cash
amortised cost or FVTPL. A financial liability is
flows such that it would not meet this condition. In
classified as at FVTPL if it is classified as held-
making this assessment, the Company considers:
for-trading, or it is a derivative or it is designated
• contingent events that would change the as such on initial recognition. Financial liabilities
amount or timing of cash flows; at FVTPL are measured at fair value and net
gains and losses, including any interest expense,
• terms that may adjust the contractual coupon
are recognised in profit or loss. Other financial
rate, including variable interest rate features;
liabilities are subsequently measured at amortised
• prepayment and extension features; and cost using the effective interest method. Interest
109
Notes
expense and foreign exchange gains and losses Embedded derivatives are separated from the
are recognised in profit or loss. Any gain or loss on host contract and accounted for separately if
derecognition is also recognised in profit or loss. the host contract is not a financial asset and
certain criteria are met.
iii. Derecognition
Financial assets c. Property, plant and equipment
The Company derecognises a financial asset i. Recognition and measurement
when the contractual rights to the cash flows Items of property, plant and equipment
from the financial asset expire, or it transfers are measured at cost less accumulated
the rights to receive the contractual cash flows depreciation and accumulated impairment
in a transaction in which substantially all of the losses, if any.
risks and rewards of ownership of the financial
asset are transferred or in which the Company Cost of an item of property, plant and equipment
neither transfers nor retains substantially all of comprises its purchase price, including import
the risks and rewards of ownership and does duties and non-refundable purchase taxes,
not retain control of the financial asset. after deducting trade discounts and rebates,
any directly attributable cost of bringing the

If the Company enters into transactions item to its working condition for its intended
whereby it transfers assets recognised on use and estimated costs of dismantling and
its balance sheet, but retains either all or removing the item and restoring the site on
substantially all of the risks and rewards of the which it is located.
transferred assets, the transferred assets are
not derecognised.
The cost of a self-constructed item of
property, plant and equipment comprises the
Financial liabilities cost of materials and direct labor, any other
The Company derecognises a financial costs directly attributable to bringing the item
liability when its contractual obligations are to working condition for its intended use, and
discharged or cancelled, or expire. estimated costs of dismantling and removing
the item and restoring the site on which it is
The Company also derecognises a financial located.
liability when its terms are modified and the cash
flows under the modified terms are substantially If significant parts of an item of property, plant
different. In this case, a new financial liability and equipment have different useful lives,
based on the modified terms is recognised at then they are accounted for as separate items
fair value. The difference between the carrying (major components) of property, plant and
amount of the financial liability extinguished and equipment.
the new financial liability with modified terms is
recognised in profit or loss. Any gain or loss on disposal of an item of
property, plant and equipment is recognised
iv. Offsetting in Statement of profit or loss.
Financial assets and financial liabilities are
offset and the net amount presented in the Advances paid towards the acquisition of
balance sheet when, and only when, the property, plant and equipment outstanding
Company currently has a legally enforceable at each Balance Sheet date is classified as
right to set off the amounts and it intends capital advances under other non-current
either to settle them on a net basis or to assets and the cost of assets not ready to use
realise the asset and settle the liability before such date are disclosed under ‘Capital
simultaneously. work-in-progress.
v. Derivatives and Embedded derivatives ii. Subsequent expenditure

Derivatives are initially measured at fair value. Subsequent expenditure is capitalised only if it
Subsequent to initial recognition, derivatives is probable that the future economic benefits
are measured at fair value, and changes therein associated with the expenditure will flow to
are generally recognised in profit or loss. the Company.
110
Notes
COMPANY OVERVIEW
iii. Depreciation Subsequent expenditure

Depreciation is calculated on cost of items Subsequent expenditure is capitalised only when
of property, plant and equipment less their it increases the future economic benefits from the
estimated residual values over their estimated specific asset to which it relates.
useful lives using the straight-line method, and
is generally recognised in the statement of Amortization
STATUTORY REPORTS
profit and loss. Assets acquired under finance Intangible assets of the Company represents
leases are depreciated over the shorter of computer software and are amortized using the
the lease term and their useful lives unless it straight-line method over the estimated useful
is reasonably certain that the Company will life (at present 3-4 years) or the tenure of the
obtain ownership by the end of the lease term. respective software license, whichever is lower. The
Freehold land is not depreciated. amortization period and the amortization method
are reviewed at least at each financial year end. If
The estimated useful lives of items of property, the expected useful life of the asset is significantly
plant and equipment for the current and different from previous estimates, the amortization
comparative periods are as follows:
period is changed accordingly.
Category of property, Estimated useful
Gains or losses arising from derecognition of an
plant and equipment life (Years)
Building 60 intangible asset are measured as the difference
Plant and equipment 15 between the net disposal proceeds and the
Leasehold 3 carrying amount of the asset and are recognized
Improvements* in the Statement of profit or loss when the asset is
Office equipment** 10 derecognized.
Furniture and Fixtures 10
Vehicles 8 e. Impairment
Computer hardware i. Impairment of financial instruments
- servers and networks 6 The Company recognises loss allowances for
- Computers** 3-5 expected credit losses on:
Depreciation method, useful lives and residual - financial assets measured at amortised
values are reviewed at each financial year-end cost; and
and adjusted if appropriate.
- financial assets measured at FVOCI- debt
Depreciation on addition (disposal) is provided investments.
on a pro-rata basis i.e. from (upto) the date on
which asset is ready for use (disposed off). At each reporting date, the Company assesses
whether financial assets carried at amortised cost
*Leasehold improvements are depreciated over the
and debt securities at FVOCI are credit-impaired.
period of the lease term of the respective property
or 3 years whichever is lower.
A financial asset is ‘credit- impaired’ when one or
Leasehold land is amortised over the lease period of more events that have a detrimental impact on the
90 years. estimated future cash flows of the financial asset
**Based on an internal technical assessment, the have occurred.
management believes that the useful lives as
The Company measures loss allowances at an
given above best represents the period over which
management expects to use its assets. Hence, the
amount equal to lifetime expected credit losses.
useful life of plant and equipment is different from
Loss allowances for trade receivables are always
the useful life as prescribed under Part C of Schedule
measured at an amount equal to lifetime expected
II of Companies Act, 2013.
credit losses. Lifetime expected credit losses are
d. Intangible assets the expected credit losses that result from all
Recognition and measurement possible default events over the expected life of a
Intangible assets that are acquired by the financial instrument.
Company are measured initially at cost. After initial
recognition, an intangible asset is carried at its cost 12-month expected credit losses are the portion
less accumulated amortisation and accumulated of expected credit losses that result from default
impairment loss, if any. events that are possible within 12 months after the
111
Notes
reporting date (or a shorter period if the expected Write-off

life of the instrument is less than 12 months). The gross carrying amount of a financial asset is
written off (either partially or in full) to the extent
In all cases, the maximum period considered when that there is no realistic prospect of recovery.
estimating expected credit losses is the maximum This is generally the case when the Company
contractual period over which the Company is determines that the debtor does not have assets
exposed to credit risk. or sources of income that could generate sufficient
cash flows to repay the amounts subject to the
The Company assumes that the credit risk on a write off. However, financial assets that are written
financial asset has increased significantly if it is off could still be subject to enforcement activities
more than 30 days past due. in order to comply with the Company’s procedures
for recovery of amounts due.
The Company considers a financial asset to be in
default when: ii. Impairment of Non-financial assets
The carrying amounts of assets are reviewed
- the borrower is unlikely to pay its credit
at each reporting date if there is any indication
obligations to the Company in full, without
of impairment based on internal/external
recourse by the Company to actions such as
factors. An impairment loss is recognized
realising security (if any is held); or
wherever the carrying amount of an asset (or
- the financial asset is 90 days or more past due. cash generating unit) exceeds its recoverable
amount. The recoverable amount is the greater
The Company considers a debt security to have low of the asset’s (or cash generating unit’s) net
credit risk when its credit risk rating is equivalent selling price and value in use. In assessing
to ‘investment grade’ e.g. BBB or higher as per value in use, the estimated future cash flows
renowned rating agencies. are discounted to their present value using
a pre-tax discount rate that reflects current
Measurement of expected credit losses market assessments of the time value of
Expected credit losses are a probability-weighted money and risks specific to the asset (or cash
estimate of credit losses. Credit losses are generating unit).
measured as the present value of all cash shortfalls
(i.e. the difference between the cash flows due An impairment loss is reversed if there has been
to the Company in accordance with the contract a change in the estimates used to determine
and the cash flows that the Company expects to the recoverable amount. An impairment loss
receive). is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying
As a practical expedient, the Company uses a amount that would have been determined
provision matrix to determine impairment loss net of depreciation or amortisation, if no
allowance on portfolio of its trade receivables. impairment loss had been recognised
The provision matrix is based on its historically
observed default rates over the expected life of f. Employee benefits
the trade receivables and is adjusted for forward i. Short-term employee benefits
looking estimates. At every reporting date, the Short-term employee benefit obligations are
historical observed default rates are updated and measured on an undiscounted basis and are
changes in the forward looking estimates are expensed as the related service is provided. A
analysed. liability is recognised for the amount expected
to be paid, if the Company has a present legal
Presentation of allowance for expected credit or constructive obligation to pay this amount
losses in the balance sheet as a result of past service provided by the
Loss allowances for financial assets measured employee, and the amount of obligation can
at amortised cost are deducted from the gross be estimated reliably.
carrying amount of the assets.
ii. Share-based payment transactions
For debt securities at FVOCI, the loss allowance is The grant date fair value of equity settled
charged to profit or loss. share-based payment awards granted to
112
Notes
COMPANY OVERVIEW
employees of the Company and subsidiaries The obligation is measured at the present value
of the Company is recognised as an employee of estimated future cash flows. The discount
expense and deemed investment, with a rates used for determining the present value
corresponding increase in equity, over the of obligation under defined benefit plans, are
period that the employees unconditionally based on the market yields on government
become entitled to the awards. The amount securities as at the balance sheet date, having
STATUTORY REPORTS
recognised as expense/deemed investment maturity period approximating to the terms of
is based on the estimate of the number of related obligations
awards for which the related service and
non-market vesting conditions are expected Remeasurement gains and losses arising
to be met, such that the amount ultimately from experience adjustments and changes
recognised as an expense/dement investment
in actuarial assumptions are recognized
is based on the number of awards that do
in the period in which they occur, directly
meet the related service and non-market
in other comprehensive income and are
vesting conditions at the vesting date. For
never reclassified to profit or loss. Changes
share-based payment awards with non-
in the present value of the defined benefit
vesting conditions, the grant date fair value
obligation resulting from plan amendments
of the share-based payment is measured to
or curtailments are recognized immediately in
reflect such conditions and there is no true-
the profit or loss as past service cost.
up for differences between expected and
actual outcomes.
v. Other long-term employee benefits
The Company’s net obligation in respect
iii. Defined contribution plans
of long-term employee benefits other than
A defined contribution plan is a post-
post-employment benefits is the amount of
employment benefit plan under which an entity
pays fixed contributions into a separate entity future benefit that employees have earned
and will have no legal or constructive obligation in return for their service in the current and
to pay further amounts. The Company makes prior periods; that benefit is discounted to
specified monthly contributions towards determine its present value, and the fair value
Government administered provident fund of any related assets is deducted.
scheme. Obligations for contributions to
defined contribution plans are recognized The employees can carry-forward a portion
as an employee benefit expense in profit or of the unutilized accrued compensated
loss in the periods during which the related absences and utilize it in future service
services are rendered by employees. periods or receive cash compensation
on termination of employment. Since the
Prepaid contributions are recognised as an compensated absences do not fall due
asset to the extent that a cash refund or a wholly within twelve months after the end
reduction in future payments is available. of the period in which the employees render
the related service and are also not expected
iv. Defined benefit plans to be utilized wholly within twelve months
A defined benefit plan is a post-employment after the end of such period, the benefit is
benefit plan other than a defined contribution classified as a long-term employee benefit.
plan. The Company’s gratuity scheme is a The Company records an obligation for
defined benefit plan. The present value of such compensated absences in the period
obligations under such defined benefit plans in which the employee renders the services
are determined based on actuarial valuation that increase this entitlement. The obligation
carried out by an independent actuary using is measured on the basis of independent
the Projected Unit Credit Method, which actuarial valuation using the projected unit
recognizes each period of service as giving credit method. Re measurements as a result
rise to an additional unit of employee benefit of experience adjustments and changes in
entitlement and measures each unit separately actuarial assumptions are recognized in the
to build up the final obligation. profit or loss
113
Notes
g. Provisions (other than for employee i. Revenue

benefits) Effective 1 April 2018, the Company has applied
A provision is recognised if, as a result of a past event, Ind AS 115 which establishes a comprehensive
the Company has a present legal or constructive framework for determining whether, how much
obligation that can be estimated reliably, and it and when revenue is to be recognised. Ind AS
is probable that an outflow of economic benefits 115 replaces Ind AS 18 Revenue and Ind AS 11
will be required to settle the obligation. Provisions Construction Contracts. The Company has adopted
are determined by discounting the expected Ind AS 115 using the cumulative effect method. The
future cash flows (representing the best estimate adoption of the standard did not have any material
of the expenditure required to settle the present impact to the Standalone financial statements of
obligation at the balance sheet date) at a pre- the Company.
tax rate that reflects current market assessments
of the time value of money and the risks specific
Revenues from customer’s contracts are
to the liability. The unwinding of the discount considered for recognition and measurement
is recognised as finance cost. Expected future when the contract has been approved by the
operating losses are not provided for. Provisions parties, in writing, to the contract, the parties to
are reviewed by the management at each reporting contract are committed to perform their respective
date and adjusted to reflect the current best obligations under the contract, and the contract
estimates. is legally enforceable. Revenue is recognized
upon transfer of control of promised products or
services (“performance obligations”) to customers
Warranties
in an amount that reflects the consideration the
A provision for warranties is recognised when
Company has received or expects to receive
the underlying products or services are sold. The
in exchange for these products or services
provision is based on technical evaluation, historical
(“transaction price”). When there is uncertainty as
warranty data and a weighting of all possible
to collectability, revenue recognition is postponed
outcomes by their associated probabilities.
until such uncertainty is resolved.
Onerous contracts
i. Sale of License
A contract is considered to be onerous when the
Revenue from sale of licenses for software
expected economic benefits to be derived by
products is recognised when the significant
the Company from the contract are lower than
risks and rewards of ownership have been
the unavoidable cost of meeting its obligations
transferred to the buyer which generally
under the contract. The provision for an onerous
coincides with delivery of licenses to the
contract is measured at the present value of
customers, recovery of the consideration is
the lower of the expected cost of terminating
probable, the associated costs and possible
the contract and the expected net cost of
return of software sold can be estimated
continuing with the contract. Before such a
reliably, there is no continuing effective
provision is made, the Company recognises any
control over, or managerial involvement with
impairment loss on the assets associated with
the licenses transferred and the amount of
that contract. revenue can be measured reliably.
h. Contingent liabilities ii. Rendering of services

A contingent liability is a possible obligation that Revenue from services rendered is recognized
arises from past events whose existence will be in proportion to the stage of completion of the
confirmed by the occurrence or non-occurrence of transaction at the reporting date. Efforts or
one or more uncertain future events beyond the costs expended have been used to measure
control of the Company or a present obligation that progress towards completion as there is a direct
is not recognised because it is not probable that an relationship between input and productivity.
outflow of resources will be required to settle the
obligation, or a present obligation whose amount Software Implementation Services
cannot be estimated reliably. The Company does The revenue from fixed price contracts for
not recognize a contingent liability but discloses software implementation is recognized based
its existence in the financial statements on proportionate completion method based on
114
Notes
COMPANY OVERVIEW
hours expended, and foreseeable losses on the Amounts received or billed in advance of
completion of contract, if any are recognized services to be performed are recorded as
immediately. Efforts or costs expended have been advance from customers/unearned revenue.
used to determine progress towards completion Unbilled revenue represents amounts
as there is a direct relationship between input recognized based on services performed in
and productivity. Progress towards completion advance of billing in accordance with contract
STATUTORY REPORTS
is measured as the ratio of costs or efforts terms.
incurred to date (representing work performed)
to the estimated total costs or efforts. Estimates iv. Multiple deliverable arrangements
of transaction price and total costs or efforts When two or more revenue generating
are continuously monitored over the lives of the activities or deliverables are provided under
contracts and are recognized in profit or loss a single arrangement, the Company has
in the period when these estimates change or applied the guidance in Ind AS 115, Revenue
when the estimates are revised. Revenues and from contract with customer, by applying the
the estimated total costs or efforts are subject to revenue recognition criteria for each distinct
revision as the contract progresses. Provisions for performance obligation. The arrangements
estimated losses, if any, on uncompleted contracts with customers generally meet the criteria
are recorded in the period in which such losses for considering license for software products
become probable based on the estimated efforts and related services as distinct performance
or costs to complete the contract. obligations. For allocating the transaction
The Company is also involved in time and material price, the Company has measured the revenue
contracts and recognizes revenue as the services in respect of each performance obligation of a
are performed. contract at its relative standalone selling price.
The price that is regularly charged for an item
Digitization services when sold separately is the best evidence of
Revenue from digitization services is recognized its standalone selling price. In cases where
as services are rendered to the customer. the company is unable to determine the
standalone selling price, the company uses
Annual Technical services the expected cost plus margin approach in

Revenue from annual technical service and estimating the standalone selling price.
maintenance contracts is recognised ratably
over the term of the underlying maintenance Arrangements to deliver software products
arrangement. generally have three elements license,
implementation and Annual Technical Services
iii. Sale of right to use software (ATS). The company has applied the principles
Software-as-a-service, that is, a right to under Ind AS 115 to account for revenues
access software functionality in a cloud- from these performance obligations. When
based-infrastructure provided by the implementation services are provided in
Company. Revenue from arrangements where conjunction with the licensing arrangement
the customer obtains a “right to access” is and the license and implementation have
recognized over the access period. been identified as two separate performance
obligations, the transaction price for such
Revenue from client training, support and
contracts are allocated to each performance
other services arising due to the sale of license
obligation of the contract based on their
is recognized as the performance obligations
relative standalone selling prices. In the absence
are satisfied.
of standalone selling price for implementation,
Revenue is recognised, net of returns, trade the performance obligation is estimated using
discounts and volume rebates. This inter alia the expected cost plus margin approach.
involves discounting of the consideration
due to the present value if payment extends Deferred contract costs are incremental costs
beyond normal credit terms. Reimbursements of obtaining a contract which are recognized
of out-of-pocket expenses received from as assets and amortized over the term of the
customers have been netted off with expense. contract.
115
Notes
Revenue from subsidiaries is recognised based assesses whether a contract contains a lease, at
on transaction price which is at arm’s length. inception of a contract. A contract is, or contains,
a lease if the contract conveys the right to control
Contract assets are recognised when there the use of an identified asset for a period of time
is excess of revenue earned over billings on in exchange for consideration. To assess whether a
contracts. Contract assets are classified as contract conveys the right to control the use of an
unbilled receivables (only act of invoicing is identified asset, the Company assesses whether:
pending) when there is unconditional right (1) the contract involves the use of an identified
to receive cash, and only passage of time is asset (2) the Company has substantially all of the
required, as per contractual terms. economic benefits from use of the asset through
the period of the lease and (3) the Company has
Unearned and deferred revenue (“contract
the right to direct the use of the asset.
liability”) is recognised when there is billings
in excess of revenues.
At the date of commencement of the lease, the
Company recognizes a right-of-use asset (“ROU”)
j. Recognition of dividend income, interest
and a corresponding lease liability for all lease
income or expense
arrangements in which it is a lessee, except for
Dividend income is recognised in Statement of
leases with a term of twelve months or less (short-
profit or loss on the date on which the Company’s
term leases) and low value leases. For these short-
right to receive payment is established.
term and low value leases, the Company recognizes
the lease payments as an operating expense on a
Interest income or expense is recognised using the
straight-line basis over the term of the lease.
effective interest method.
Certain lease arrangements includes the options to
The ‘effective interest rate’ is the rate that exactly
extend or terminate the lease before the end of the
discounts estimated future cash payments or
lease term. ROU assets and lease liabilities includes
receipts through the expected life of the financial
these options when it is reasonably certain that
instrument to:
they will be exercised. In assessing whether the
- the gross carrying amount of the financial Company is reasonably certain to exercise an
asset; or option to extend a lease, or not to exercise an
- the amortised cost of the financial liability. option to terminate a lease, it considers all relevant
facts and circumstances that create an economic
In calculating interest income and expense, the incentive for the Company to exercise the option
effective interest rate is applied to the gross to extend the lease, or not to exercise the option to
carrying amount of the asset (when the asset is terminate the lease. The Company revises the lease
not credit-impaired) or to the amortised cost of term if there is a change in the non-cancellable
the liability. However, for financial assets that period of a lease.
have become credit-impaired subsequent to
initial recognition, interest income is calculated The right-of-use assets are initially recognized at
by applying the effective interest rate to the cost, which comprises the initial amount of the
amortised cost of the financial asset. If the asset is lease liability adjusted for any lease payments made
no longer credit-impaired, then the calculation of at or prior to the commencement date of the lease
interest income reverts to the gross basis. plus any initial direct costs less any lease incentives.
They are subsequently measured at cost less
k. Sale of investments accumulated depreciation and impairment losses.
Profit on sale of investments is recorded on transfer
of title from the Company and is determined as Right-of-use assets are depreciated from the
the difference between the sales price and the commencement date on a straight-line basis over
carrying value of the investment the shorter of the lease term and useful life of the
underlying asset.
l. Leases
The Company as a lessee Right of use assets are evaluated for recoverability
The Company’s lease asset classes primarily consist whenever events or changes in circumstances
of leases for land and buildings. The Company indicate that their carrying amounts may not
116
Notes
COMPANY OVERVIEW
be recoverable. For the purpose of impairment expiring within 12 months from the date of transition
testing, the recoverable amount (i.e. the higher of and leases for which the underlying asset is of low
the fair value less cost to sell and the value-in-use) value on a lease-by-lease basis. The Company has
is determined on an individual asset basis unless also used the practical expedient provided by
the asset does not generate cash flows that are the standard when applying Ind AS 116 to leases
largely independent of those from other assets. In previously classified as operating leases under Ind
STATUTORY REPORTS
such cases, the recoverable amount is determined AS 17 and therefore, has not reassessed whether a
for the Cash Generating Unit (CGU) to which the contract, is or contains a lease, at the date of initial
asset belongs. application, relied on its assessment of whether
leases are onerous, applying Ind AS 37 immediately
The lease liability is initially measured at amortized before the date of initial application as an alternative
cost at the present value of the future lease to performing an impairment review, excluded initial
payments. The lease payments are discounted using direct costs from measuring the right of use asset
the interest rate implicit in the lease or, if not readily at the date of initial application and used hindsight
determinable, using the incremental borrowing rates when determining the lease term if the contract
in the country of domicile of these leases. Lease contains options to extend or terminate the lease.
liabilities are remeasured with a corresponding The Company has used a single discount rate to a
adjustment to the related right of use asset if the portfolio of leases with similar characteristics.
Company changes its assessment if whether it will
exercise an extension or a termination option. The On transition, the Company recognised a lease
discount rate is generally based on the incremental liability measured at the present value of the
borrowing rate specific to the lease being evaluated remaining lease payments. The right-of-use asset is
or for a portfolio of leases with similar characteristics. recognised at its carrying amount as if the standard
had been applied since the commencement of the
Lease liability and ROU asset have been separately lease, but discounted using the lessee’s incremental
presented in the Balance Sheet and lease payments borrowing rate as at 1 April 2019. Accordingly,
have been classified as financing cash flows. a right-of-use asset of Rs. 1,381.90 lakhs and a
corresponding lease liability of Rs. 1,578.15 lakhs
Transition to Ind AS 116 has been recognized. The cumulative effect on
Ministry of Corporate Affairs (“MCA”) through transition in retained earnings net off taxes is Rs.
Companies (Indian Accounting Standards) 202 lakhs (including a deferred tax of Rs. 67.93
Amendment Rules, 2019 and Companies (Indian lakhs). The principal portion of the lease payments
Accounting Standards) Second Amendment Rules, have been disclosed under cash flow from financing
has notified Ind AS 116 Leases which replaces the activities. The lease payments for operating leases
existing lease standard, Ind AS 17 leases, and other as per Ind AS 17 - Leases, were earlier reported
interpretations. Ind AS 116 sets out the principles under cash flow from operating activities. The
for the recognition, measurement, presentation weighted average incremental borrowing rate of
and disclosure of leases for both lessees and 10% has been applied to lease liabilities recognised
lessors. It introduces a single, on-balance sheet in the balance sheet at the date of initial application.
lease accounting model for lessees.
On application of Ind AS 116, the nature of expenses
The Company has adopted Ind AS 116, effective annual has changed from lease rent in previous periods to
reporting period beginning 1 April 2019 and applied depreciation cost for the right-to-use asset, and
the standard to its leases, retrospectively, with the finance cost for interest accrued on lease liability.
cumulative effect of initially applying the Standard,
recognised on the date of initial application (1 April m. Income tax
2019). Accordingly, the Company has not restated Income tax comprises current and deferred tax. It
comparative information, instead, the cumulative is recognised in profit or loss except to the extent
effect of initially applying this standard has been that it relates to an item recognised directly in
recognised as an adjustment to the opening balance equity or in other comprehensive income.
of retained earnings as on 1 April 2019.
i. Current tax
For transition, the Company has elected not to apply Current tax comprises the expected tax
the requirements of Ind AS 116 to leases which are payable or receivable on the taxable income or
117
Notes
loss for the year and any adjustment to the tax at the reporting date, to recover or settle the
payable or receivable in respect of previous carrying amount of its assets and liabilities.
years. The amount of current tax reflects the
best estimate of the tax amount expected Deferred tax assets and liabilities are offset
to be paid or received after considering the if there is a legally enforceable right to offset
uncertainty, if any, related to income taxes. current tax liabilities and assets, and they
It is measured using tax rates (and tax laws) relate to income taxes levied by the same tax
enacted or substantively enacted by the authority on the same taxable entity, or on
reporting date. different tax entities, but they intend to settle
current tax liabilities and assets on a net basis
Current tax assets and current tax liabilities or their tax assets and liabilities will be realised
are offset only if there is a legally enforceable simultaneously.
right to set off the recognised amounts, and it
is intended to realise the asset and settle the Minimum Alternative Tax (‘MAT’) under the
liability on a net basis or simultaneously. provisions of the Income-tax Act, 1961 is
recognised as current tax in the Statement
ii. Deferred tax of Profit and Loss. The credit available under
Deferred tax is recognised in respect of the Act in respect of MAT paid is recognised
temporary differences between the carrying as an asset only when and to the extent there
amounts of assets and liabilities for financial is convincing evidence that the company will
reporting purposes and the corresponding pay normal income tax during the period for
amounts used for taxation purposes. Deferred which the MAT credit can be carried forward
tax is also recognised in respect of carried for set-off against the normal tax liability. MAT
forward tax losses and tax credits. Deferred credit recognised as an asset is reviewed at
tax is not recognised for: each balance sheet date and written down to
the extent the aforesaid convincing evidence
- temporary differences arising on the no longer exists.
initial recognition of assets or liabilities
in a transaction that is not a business n. Cash and cash equivalents
combination and that affects neither Cash and short-term deposits in the Balance Sheet
accounting nor taxable profit or loss at comprise cash at banks and cash in hand and short-
the time of the transaction; term deposits with an original maturity of three
months or less, which are subject to insignificant
Deferred tax assets are recognised to the risk of changes in value.
extent that it is probable that future taxable
profits will be available against which they can o. Earnings per share (“EPS”)
be used. Deferred tax assets – unrecognised Basic earnings per share is calculated by dividing
or recognised, are reviewed at each reporting the profit attributable to the owners of the
date and are recognised/ reduced to the Company by the weighted average number of
extent that it is probable/ no longer probable equity shares outstanding during the year.
respectively that the related tax benefit will be
realized. Diluted earnings per share is computed using the
net profit or loss for the year attributable to equity
Deferred tax is measured at the tax rates shareholders and the weighted average number of
that are expected to apply to the period common and dilutive common equivalent shares
when the asset is realised or the liability is outstanding during the year but including share
settled, based on the laws that have been options, compulsory convertible preference shares
enacted or substantively enacted by the except where the result would be anti-dilutive.
reporting date.
p. Share Capital
The measurement of deferred tax reflects Equity Shares
the tax consequences that would follow from Equity shares are classified as equity. Incremental
the manner in which the Company expects, costs directly attributable to the issuance of new
118
Notes
COMPANY OVERVIEW
equity shares are recognized as a deduction from the segments and assess their performance. Refer
equity. note 46 for segment information.
Dividends r. ESOP Trust

The final dividend on shares is recorded as a liability The ESOP trust has been treated as an extension
on the date of approval by the shareholders, and of the Company and accordingly shares held by
STATUTORY REPORTS
interim dividend are recorded as a liability on the ESOP Trust are netted off from the total share
date of declaration by the Company’s Board of
capital. Consequently, all the assets, liabilities,
Directors.
income and expenses of the trust are accounted
for as assets and liabilities of the Company, except
q. Basis of segmentation
Segment reporting for profit / loss on issue of shares to the employees
Operating segments are reported in a manner and dividend received by trust which are directly
consistent with the internal reporting provided to adjusted in the Newgen ESOP Trust reserve.
the chief operating decision maker (CODM).
s. Rounding of amounts
Identification of segments: All amounts disclosed in the financial statements
All operating segments’ results are reviewed and notes have been rounded off to the nearest
regularly by the Board of Directors, who have been lakhs as per the requirement of Schedule III, unless
identified as the CODM, to allocate resources to otherwise stated
119
4 I Property, plant and equipment and capital work in progress
120
Freehold Leasehold Buildings Plant and Leasehold Vehicles Office Furniture Computer Total Capital work-
land land* machinery improvements equipment and fixtures and servers in-progress#
Balance as at 1 April 2018 4.71 3,523.68 1,705.99 298.97 5.99 150.49 417.34 308.86 1,153.69 7,569.72 1,659.47
Additions during the year - - - 33.37 - 94.36 23.77 2.00 399.73 553.23 6,661.89 Notes
Adjustments during the year (0.43) - 0.43 - - - (12.43) - 12.43 - -
Less: Disposals during the year - - - 0.97 - - 6.67 20.53 213.07 241.24 -
Balance as at 31 March 2019 4.28 3,523.68 1,706.42 331.37 5.99 244.85 422.01 290.33 1,352.78 7,881.71 8,321.36
Transition impact of Ind AS 116 - (3,523.68) - - - - - - - (3,523.68)
(refer note 19)
Additions during the year - - 2,386.00 141.87 - - 745.32 61.20 431.06 3,765.45 3,959.24
Capitalized during the year - - - - - - - - - - (3,207.98)
Balance as at 31 March 2020 4.28 - 4,092.42 458.84 5.99 244.85 1,160.28 347.63 1,746.23 8,060.52 9,072.62
Accumulated Depreciation
Balance as at 1 April 2018 - 79.20 41.20 66.35 5.99 44.78 95.67 71.21 500.43 904.83 -
Additions during the year - 39.30 30.67 41.38 - 31.65 54.34 36.70 287.11 521.15 -
Balance as at 31 March 2019 - 118.50 71.87 106.80 5.99 76.43 145.49 88.11 591.93 1,205.12 -
Transition impact of Ind AS 116 - (118.50) - - - - - - - (118.50) -
(refer note 19)
Additions during the year - - 40.66 42.05 - 34.58 70.75 36.39 290.02 514.45 -
Balance as at 31 March 2020 - - 112.53 134.90 5.99 111.01 209.25 121.25 844.87 1,539.80 -
Carrying amount (net)

Balance as at 31 March 2019 4.28 3,405.18 1,634.55 224.57 - 168.42 276.52 202.22 760.85 6,676.59 8,321.36
Balance as at 31 March 2020 4.28 - 3,979.89 323.94 - 133.84 951.03 226.38 901.36 6,520.72 9,072.62
As at 31 March 2020 properties with a carrying amount of INR 382.70 lakhs (31 March 2019 : INR 462.67 lakhs) are subject to first charge to working capital loans from
banks.
*Represents land at Chennai and Noida location taken on finance lease for a term of 99 and 90 years respectively.
# Capital work in progress represents acquistion and further construction of office premises at Noida, Uttar Pradesh wherein cost incurred upto 31 March 2020 amounting
to INR 9,072.62 lakhs.
Notes
COMPANY OVERVIEW
5 I Intangible assets
Computer software
Balance as at 1 April 2018 204.24
Additions during the year 100.01
Balance as at 31 March 2019 304.25
STATUTORY REPORTS
Accumulated Amortisation
6 I Investment in subsidiaries
As at As at
31 March 2020 31 March 2019
Investments in equity instruments - at cost (unquoted)
6,000 (31 March 2019: 6,000) common shares of USD 200 each, fully 528.10 524.71
paid up of Newgen Software Inc. USA.
1,000,000 (31 March 2019: 1,000,000) common shares of CAD 0.10 56.52 56.52
each, fully paid up of Newgen Software Technologies Canada, Limited.
250,000 (31 March 2019: 250,000) ordinary shares of SGD 1 each, fully 116.74 115.92
paid up of Newgen Software Technologies Pte. Limited.
210,000 (31 March 2019: 210,000) equity shares of INR 10 each, fully 46.50 46.50
paid up of Newgen Computers Technologies Limited.
20,000,000 (31 March 2019: 20,000,000) common stock of GBP 0.01 178.74 178.74
each, fully paid up of Newgen Software Technologies (UK) Ltd.
1,000,000 (31 March 2019: Nil) common shares of AUD 1 each, fully paid 491.05 -
up of Newgen Software Technologies Pty Ltd.
1,417.65 922.39
Aggregate book value of unquoted investments 1,417.65 922.39
7 I Loans
As at As at
31 March 2020 31 March 2019
(unsecured, considered good, unless otherwise stated)
Security deposits 427.69 329.80
427.69 329.80
121
Notes
8 I Other financial assets (non-current)

As at As at
31 March 2020 31 March 2019
Bank deposits
- pledged with tax authorities 4.14 2.25
- held as margin money* 282.21 223.94
Interest accrued on deposits 30.74 38.90
Earnest money deposits
Unsecured, considered good 34.39 51.60
Unsecured, considered doubtful 164.75 146.03
Less: Loss allowance for doubtful deposits (164.75) (146.03)
351.48 316.69
*Balances with bank deposits held as margin money INR 282.21 lakhs (31 March 2019: INR 223.94 lakhs) represents the margin
money on account of guarantees issued to government customers.
Information about Company’s exposure to credit and market risks and fair value measurement is included in Note 44 C.
9 I Income tax assets (net)

As at As at
31 March 2020 31 March 2019
Advance income tax (net of provision of INR 12,005.47 lakhs 1,581.18 995.21
(31 March 2019: INR 11,415.26 lakhs))
1,581.18 995.21
10 I Other non-current assets

As at As at
31 March 2020 31 March 2019
Prepaid expenses 31.66 87.99
Capital advances 59.54 56.66
91.20 144.65
11 I Investments (refer note 42)

As at As at
31 March 2020 31 March 2019
Investments in bonds (unquoted)
Bonds at FVOCI
Investment in government bonds 1,982.38 938.28
Investment in other bonds 608.54 645.24
2,590.92 1,583.52
Investments in mutual funds (unquoted)
Mutual funds at FVTPL 5,019.75 3,582.34
5,019.75 3,582.34
7,610.67 5,165.86
Aggregate book value of unquoted investments 7,610.67 5,165.86
Aggregate market value of unquoted investments 7,610.67 5,165.86
Investments in bonds measured at FVOCI have stated interest rates of 7.04% to 9.90%. Information about Company’s exposure
to credit and market risks and fair value measurement is included in Note 44 C.
122
Notes
COMPANY OVERVIEW
12 I Trade receivables
As at As at
31 March 2020 31 March 2019
(Unsecured, considered good, unless stated otherwise)
Unsecured*
STATUTORY REPORTS
- Considered good 23,813.20 23,684.65
- Considered doubtful 4,830.79 3,621.55
28,643.99 27,306.20
Less: Loss allowance for trade receivables
- unsecured, considered doubtful (4,830.79) (3,621.55)
23,813.20 23,684.65
*Includes balance receivables from related parties. For Details refer note 43
No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other
person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner,
director or a member.
Trade receivables are non-interest bearing and are generally on terms of 30-45 days.
The Company’s exposure to credit and currency risks and loss allowances related to trade receivables are discussed in note 44 C.
13 I Cash and cash equivalents

As at As at
31 March 2020 31 March 2019
Cash on hand 4.51 5.67
Balances with banks
- in current accounts* 1,754.19 3,948.31
Balances with scheduled banks in deposit accounts with original 4,000.00 9,401.96
maturity of less than 3 months#
5,758.70 13,355.94
*Current account balances with banks include INR 118.65 lakhs (31 March 2019: INR 138.32 lakhs) held at a foreign branch.
#
Balance in bank deposits includes INR Nil (31 March 2019: INR 3,289.4 lakhs) respectively as unutilized amounts of the IPO
proceeds.
13 A I Other bank balances

As at As at
31 March 2020 31 March 2019
Balances with scheduled banks in deposit accounts
- Original maturity of less than 12 months 6,516.11 2,139.40
6,516.11 2,139.40
14 I Current financial assets - Loans

As at As at
31 March 2020 31 March 2019
Loans to employees* 7.54 9.90
95.56 44.63
*These are interest bearing loans - repayable within one year given to employees, chargeable at the rate of 12% p.a.
123
Notes
15 I Current financial assets - Others

As at As at
31 March 2020 31 March 2019
(unsecured considered good, unless otherwise stated)
Interest accrued but not due on government bonds 86.43 137.34
Unbilled revenue*
- other than related parties 7,767.02 6,020.46
8,260.42 6,275.55
*Unbilled revenue represents amounts recognized based on services performed in advance of billing in accordance with contract
terms.
During the year ended 31 March 2020 INR 3,536.00 lakhs of unbilled revenue as of 1 April 2019 has been reclassified to trade
receivables upon billing to customers on completion of milestones.
16 I Other current assets

As at As at
31 March 2020 31 March 2019
Advances to vendors 11.29 38.66
Deferred contract cost 123.00 77.37
Advance to employees 138.02 156.19
Other current assets 17.14 17.14
651.75 624.80
17 I Share capital
As at 31 March 2020 As at 31 March 2019
Number Amount Number Amount
of shares of shares
Authorised share capital
Equity shares of INR 10 each 98,000,200 9,800.02 98,000,000 9,800.00
Equity share capital with differential voting - - 200 0.02
rights of INR 10 each
0.01% Compulsory convertible preference 11,999,800 1,199.98 11,999,800 1,199.98
shares of INR 10 each
110,000,000 11,000.00 110,000,000 11,000.00

of shares of shares
Issued, subscribed and paid up
Equity share capital of INR 10 each, 69,585,701 6,958.57 69,235,701 6,923.57
fully paid up
Add: Issued during the year to 370,000 37.00 350,000 35.00
Newgen ESOP Trust
Balance 69,955,701 6,995.57 69,585,701 6,958.57
Less : Shares held by Newgen ESOP Trust 865,888 86.59 1,128,091 112.81
Total Share capital 69,089,813 6,908.98 68,457,610 6,845.76
124
Notes
COMPANY OVERVIEW
Reconciliation of shares outstanding at the beginning and at the end at the reporting year

of shares of shares
Equity share capital of INR 10 each,
fully paid up
STATUTORY REPORTS
At the beginning of the year 69,585,701 6,958.57 69,235,701 6,923.57
Add: Issued during the year to Newgen 370,000 37.00 350,000 35.00
ESOP Trust
At the end of the year 69,955,701 6,995.57 69,585,701 6,958.57
Less: Shares held by Newgen ESOP Trust 865,888 86.59 1,128,091 112.81
Total equity share capital 69,089,813 6,908.98 68,457,610 6,845.76
Terms/rights attached to equity shares

In case of equity shares, each equity 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 in the ensuing annual general meeting, except in
case of interim dividend, if any. 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 respective shareholding.
17 A I Details of shareholders holding more than 5% shares in the Company

Equity shares of INR10 each, fully paid up held by:
Number % Holding Number % Holding
of shares of shares
- Mr. Diwakar Nigam 18,472,406 26.41% 18,422,406 26.47%
- Mr. T.S. Varadarajan 15,009,306 21.46% 15,009,306 21.57%
- Mrs. Priyadarshini Nigam 7,968,906 11.39% 7,968,906 11.45%
- Mrs. Usha Varadarajan 4,528,320 6.47% 4,528,320 6.51%
- Malabar India Fund Limited 5,678,931 8.12% 4,564,262 6.56%
17 B I Shares reserved for issue under Employee stock option plan

Terms attached to stock options granted to employees are described in note 35 regarding share based payments.
17 C I Aggregate number of shares issued for consideration other than cash during the period of five years immediately
preceding the reporting date.
Equity shares have been issued under Employee stock options plans to trust for which only exercise price has
been received in cash.
For the year For the year For the year For the year For the year
ended ended ended ended ended
31 March 2020 31 March 2019 31 March 2018 31 March 2017 31 March 2016
Equity shares of 370,000 350,000 1,050,000 - -
INR 10 each
18 I Other equity
As at As at
31 March 2020 31 March 2019
Capital redemption reserve 87.95 87.95
General reserve 1,731.39 1,731.39
Newgen ESOP Trust reserve 297.47 257.78
Share options outstanding reserve 405.75 459.20
Other comprehensive loss (95.40) (10.30)
45,783.57 41,551.66
125
Notes
Securities premium (refer note (i) below)

As at As at
31 March 2020 31 March 2019
Balance as at beginning of the year 9,977.92 9,681.49
Securities premium on issue of shares to Newgen ESOP Trust 196.10 185.50
Transferred from share options outstanding reserve on exercise of 140.48 110.93
stock options
Balance as at end of the year 10,314.50 9,977.92
Less: Securities premium on shares held by Newgen ESOP Trust 244.91 366.55
Retained earnings (refer note (ii) below)

As at As at
31 March 2020 31 March 2019
Transistion impact of Ind AS 116-Leases, net of tax (refer note 19) (202.00) -
Dividend on equity shares (2,087.57) (1,384.71)
Dividend distribution tax on dividend on equity shares (429.11) (284.63)
Capital redemption reserve

As at As at
31 March 2020 31 March 2019
Balance as at beginning of the year 87.95 87.95
Balance as at end of the year 87.95 87.95
General reserve
As at As at
31 March 2020 31 March 2019
Newgen ESOP Trust reserve (refer note (iii) below)

As at As at
31 March 2020 31 March 2019
Addition to Newgen ESOP Trust reserve 39.69 26.13
Share options outstanding reserve (refer note (iv) below)

As at As at
31 March 2020 31 March 2019
Employee stock compensation expense 87.03 178.25
Transferred to securities premium account on exercise of stock options (140.48) (110.93)
126
Notes
COMPANY OVERVIEW
Other comprehensive income/(loss)

Remeasurement of defined benefit liability
As at As at
31 March 2020 31 March 2019
Balance as at beginning of the year (27.10) 28.05
STATUTORY REPORTS
Other comprehensive (loss) (net of tax) (69.19) (55.15)
Balance as at end of the year (96.29) (27.10)
Debt instruments through other comprehensive income

As at As at
31 March 2020 31 March 2019
Other comprehensive income/(loss) (net of tax) 3.72 (1.39)
(Profit)/loss on sale of debt instrument transferred to profit and loss (19.63) 3.32
(i) S
ecurities premium is used to record the premium received on issue of shares. It will be utilised in accordance with the
provisions of the Companies Act, 2013.
(ii) Accumulated balances of profits over the years after appropriations for general reserves and adjustments of dividend
(iii) N
ewgen ESOP Trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP
Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust
are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and
dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.
(iv) T
he Company has established various equity-settled share-based payment plans for certain employees of the Company.
Refer to note 35 for further details on these plans.
19 I Right-of-use assets
Changes in the carrying value of right of use assets for the year ended 31 March 2020
Particulars Category of ROU asset Total
Leasehold land Buildings
Balance as at 1 April 2019* - 1,381.90 1,381.90
Reclassified on account of adoption of Ind AS 116 3,405.18 - 3,405.18
Addition - 2,483.05 2,483.05
Deletion - (58.45) (58.45)
Depreciation (39.40) (1,165.27) (1,204.67)
Balance as at 31 March 2020 3,365.78 2,641.23 6,007.01
*Right of use assets recognised in the balance sheet at the date of initial recognition.
The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the Statement
of Profit and Loss.(refer note 31)
Lease liabilities
Break up of current and non-current lease liabilities as at 31 March 2020
Particulars As at
31 March 2020
Non-current lease liabilities 2,129.79
Current lease liabilities 1,217.24
Total 3,347.03
127
Notes
Movement in lease liabilities during the year ended 31 March 2020

Particulars As at
31 March 2020
Balance as at 1 April 2019# 1,578.15
Reclassified on account of adoption of Ind AS 116 1,320.15
Addition 2,434.24
Finance cost accrued during the period 335.74
Deletion (62.35)
Payment of lease liabilities (2,258.90)
Balance as at 31 March 2020 3,347.03
Lease liabilities recognised in the balance sheet at the date of initial recognition.
#
Details regarding the contractual maturities of lease liabilities as at 31 March 2020 on an undiscounted basis:
Particulars As at
31 March 2020
Less than one year 1,499.01
One to five years 2,020.39
More than five years 5,267.64
Total 8,787.04
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are
sufficient to meet the obligations related to lease liabilities as and when they fall due.
Finance lease
The Company has leases that were classified as finance leases applying Ind AS 17. For such leases, the carrying
amount of the right-of-use asset and the lease liability at the date of initial application of Ind AS 116 is the carrying
amount of the lease asset and lease liability on the transition date as measured applying Ind AS 17. Accordingly,
an amount of ` 3,405.18 lakhs has been reclassified from property, plant and equipment to right-of-use assets.
An amount of ` 291.59 lakhs has been reclassified from other current financial liabilities to lease liability – current
and an amount of ` 1,028.55 lakhs has been reclassified from Non-current financial liabilities to lease liability – non-
current.
Rental expense recorded for short-term leases was ` 280.38 lakhs for the year ended 31 March 2020.
Effective interest rate of 10.43% has been applied to lease liabiliites recognised in the balance sheet at the date
of initial application.
Impact of COVID-19:
The Company does not foresee any large-scale contraction in demand which could result in significant down-
sizing of its employee base rendering the physical infrastructure redundant. The leases that the Company has
entered with lessors towards properties used as delivery centers / sales offices are long term in nature and no
changes in terms of those leases are expected due to COVID-19.
20 I Non-current provisions
As at As at
31 March 2020 31 March 2019
Provision for employee benefits (refer note 29)
- provision for gratuity 1,799.02 1,495.50
- provision for compensated absences 521.22 433.52
2,320.24 1,929.02
128
Notes
COMPANY OVERVIEW
21 I Current financial liabilities - Borrowings

As at As at
31 March 2020 31 March 2019
Loans from banks
Pre-shipment loans (secured)* 7,453.21 6,772.64
STATUTORY REPORTS
7,453.21 6,772.64
*Pre-shipment loans carry interest rate @ LIBOR plus margin which varied from 2.45% to 4.28% per annum. These are secured by
first pari passu charge over all future and present stock, book debts and equitable mortgage of land and building with carrying
amount of INR 382.70 lakhs (31 March 2019: INR 462.67 lakhs) and are repayable within 180 days from the date of disbursement.
22 I Trade payables
As at As at
31 March 2020 31 March 2019
- Total outstanding dues to micro enterprises and small enterprises - -
- Total outstanding dues to creditors other than micro and small 3,149.06 2,461.48
enterprises
3,149.06 2,461.48
Trade payables are non-interest bearing and are generally on terms of 30-45 days
a) Refer note 37 for disclosures under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)
b) Refer note 43 for dues to related parties
c) The Company’s exposure to currency and liquidity risks related to trade payables is disclosed in note 44 C.
23 I Current financial liabilities - Others

As at As at
31 March 2020 31 March 2019
Employee related payables 3,428.23 3,256.39
Payable in respect of retention money 180.54 59.15
Interest accrued but not due on deferred liability 14.39 -
Earnest money deposits 1.00 1.00
Payable for capital assets 412.41 188.84
4,036.57 3,505.38
24 I Deferred income
As at As at
31 March 2020 31 March 2019
Advance billing* 5,940.17 4,625.39
Advance from customers 32.05 58.75
5,972.22 4,684.14
*Changes in deferred income (advance billing) is as follows:
As at As at
31 March 2020 31 March 2019
Balance at the begining of the year 4,625.39 3,582.77
Revenue recognised that was included in deferred income (4,363.29) (3,582.77)
at the beginning of the year
Increase due to invoicing during the year, excluding amount 5,678.07 4,625.39
recognised as revenue during the year
Balance at the end of the year 5,940.17 4,625.39
129
Notes
25 I Other current liabilities

As at As at
31 March 2020 31 March 2019
Statutory dues payable 1,178.45 1,494.24
Advance from employees for share options 21.22 2.82
Other current liabilities 6.33 4.94
1,206.00 1,502.00
26 I Current provisions
As at As at
31 March 2020 31 March 2019
- provision for gratuity 278.87 244.76
407.96 346.46
27 I Revenue from operations

For the year For the year
ended ended
31 March 2020 31 March 2019
Sale of products - softwares 11,114.81 13,889.67
Sale of services
- Implementation 14,729.93 12,874.07
- Scanning 954.90 1,936.25
- AMC/ATS 12,011.51 10,017.22
- Support 16,530.68 14,778.33
- SaaS revenue 2,398.29 1,708.51
57,740.12 55,204.05
Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet
to be recognized as at the end of the reporting period and an explanation as to when the Company expects to
recognize these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not
disclosed the remaining performance obligation related disclosures for contracts where :
(i) The performance obligation is part of a contract that has an original expected duration of one year or less.
(ii) The revenue recognized corresponds directly with the value to the customer of the entity’s performance
completed to date, typically those contracts where invoicing is on time and material basis.
Remaining performance obligation estimates are subject to change and are affected by several factors, including
terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not
materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as at 31 March 2020,
other than those meeting the exclusion criteria mentioned above is INR Nil.
Impact of COVID-19:
While the Company believes strongly that it has a good portfolio of services to partner with customers, the
impact on future revenue streams could come from :
• the inability of our customers to continue their businesses due to financial resource constraints or their
services no-longer being availed by their customers
130
Notes
COMPANY OVERVIEW
• prolonged lock-down situation resulting in its inability to deploy onsite resources at different locations due to
restrictions in mobility
• prolonged lock-down situation can decrease the chances of winning of new business due to inability of sales
person to travel to customer locations
• customers postponing their discretionary spend due to change in priorities
STATUTORY REPORTS
The company has a resilient business model in place with mission critical solutions deployed majorly across
banking, financial services, healthcare, insurance, government and shared services verticals. The Company
does not have major exposure in the verticals which are impacted due to COVID 19. The Company has
considered such impact to the extent known and available currently. However, the impact assessment of
COVID-19 is a continuing process given the uncertainties associated with its nature and duration and the
Company will continue to monitor developments to identify significant uncertainties relating to revenue in
future periods.
28 I Other income
ended ended
31 March 2020 31 March 2019
Interest income under the effective interest rate method:
- on security deposits at amortised cost 40.09 28.60
- government and other bonds at FVOCI 148.11 127.46
Interest income on deposit with banks 804.15 676.15
Other interest income 6.05 68.72
Gain on sale of property, plant and equipment 1.10 -
Fair value changes of financial assets at FVTPL 173.01 245.75
Liabilities / provision no longer required written back 169.22 148.19
Net foreign exchange fluctuation gain 704.25 706.14
Bad debt recovered - 15.04
Miscellaneous income 38.62 6.81
2,084.60 2,022.86
29 I Employee benefits expense

ended ended
31 March 2020 31 March 2019
Salaries, wages and bonus 26,971.54 22,836.06
Contribution to provident funds (refer note i below) 994.27 767.10
Expenses related to compensated absences (refer note ii below) 352.27 275.35
Expense related to defined benefit plan (refer note iii below) 371.73 311.88
Staff welfare expenses 499.79 508.96
29,272.42 24,873.40
(i) Defined contribution plans:

The Company makes contributions, determined as a specified percentage of the employee salaries in respect
of qualifying employees towards provident fund, which is a defined contribution plan. The amount recognised
as an expense towards contribution to provident fund for the year aggregated to INR 994.27 lakhs (31 March
2019: INR 767.10 lakhs). The amount recognised as an expense towards employee state insurance aggregated
to INR 1.26 lakhs (31 March 2019: INR 2.27 lakhs).
131
Notes
(ii) Compensated absences:

The Principal assumptions used in determining the compensated absences benefit obligation are as given below:
31 March 2020 31 March 2019
Discounting rate (p.a.) 6.90% 7.66%
Future salary increase ( p.a.) 6.00% 7.00%
(iii) Defined Benefit Plan:

Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered
atleast 5 years of continuous service, to receive one-half month’s salary for each year of completed service
at the time of retirement/exit.
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment
of Gratuity Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment
of Gratuity Act, 1972 except the Company does not have any limit on gratuity amount.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for
gratuity were carried out as at 31 March 2020. The present value of the defined benefit obligations and the
related current service cost and past service cost, were measured using the Projected Unit Credit Method.
A. Movement in net defined benefit (asset) liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined
benefit (asset) liability and its components
Particulars As at As at
31 March 2020 31 March 2019
Balance at the beginning of the year 1,740.26 1,407.46
Benefits paid (129.12) (71.28)
Current service cost 238.43 202.10
Interest cost 133.30 109.78
Past service gain - -
Acturial (gains) losses recognised in OCI
change in demographic assumptions (21.33) 21.21
change in financial assumptions (33.40) 22.48
experience adjustments 149.75 48.51
B. i) Expense recognised in profit and loss

ended ended
31 March 2020 31 March 2019
Total expense recognised in Statement of profit and loss 371.73 311.88
ii) Remeasurements recoginsed in other comprehensive income

ended ended
31 March 2020 31 March 2019
Acturia loss on defined benefit obligation 95.02 92.20
Total remeasurements recognised in other comprehensive income 95.02 92.20
132
Notes
COMPANY OVERVIEW
C. Defined benefit obligations

i. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date:
ended ended
STATUTORY REPORTS
31 March 2020 31 March 2019
Discount rate 6.90 7.66
Salary escalation rate 6.00 7.00
Mortality rate 100% of IALM 100% of IALM
(2012- 14) (2006 - 08)
ii. 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.
31 March 2020 31 March 2019
Increase Decrease Increase Decrease
Discount rate (0.50% movement) (73.76) 79.01 (54.53) 58.07
Future salary growth (0.50% movement) 79.32 (74.70) 58.16 (55.10)
Attrition rate (0.50% movement)

Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before
retirement and life expectancy are not applicable being a lump sum benefit on retirement.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does
provide an approximation of the sensitivity of the assumptions shown.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity
plan and the amounts recognised in the Company’s financial statements as at balance sheet date:
31 March 2020 31 March 2019

Net defined benefit liability
Liability for gratuity 2,077.89 1,740.26
Liability for compensated absences 650.31 535.22
Total employee benefit liabilities 2,728.20 2,275.48
Non-current:
Gratuity 1,799.02 1,495.50
Compensated absences 521.22 433.52
Current:
Gratuity 278.87 244.76
30 I Finance costs
ended ended
31 March 2020 31 March 2019
Other finance costs 84.31 112.90
1,069.70 841.12
133
Notes
31 I Depreciation and amortization

ended ended
31 March 2020 31 March 2019
Depreciation of property, plant and equipment (refer note 4) 514.45 521.15
Depreciation of right-of use assets (refer note 19) 1,204.67 -
Amortisation of intangible assets (refer note 5) 88.68 59.02
1,807.80 580.17
32 I Other expenses
ended ended
31 March 2020 31 March 2019
Rent 280.38 1,632.93
Repairs and maintenance 264.76 283.16
Rates and taxes 728.47 211.73
Travelling and conveyance 5,698.45 6,187.49
Legal and professional fees 2,294.93 2,099.79
Outsourced technical services expense 1,299.40 1,009.80
Cloud hosting services 959.98 426.22
Payment to auditors* 75.40 69.67
Electricity and water 419.36 354.17
Advertising and sales promotion 752.48 504.76
Membership and subscription fee 267.24 274.56
Brokerage and commission 980.67 695.72
Communication costs 386.44 399.46
Software and license maintenance 645.35 499.38
Expenditure on corporate social responsibility 186.27 125.64
Donation 36.18 34.74
Recruitment charges 280.35 149.23
Insurance 359.60 305.65
Operation and maintenance 617.59 530.20
Printing, stationery and scanning charges 460.18 671.87
Loss on sale of property, plant and equipment - 3.89
(net of adjustment for bad debts written off of INR 527.43 lakhs
(previous year INR 1,952.57 lakhs)
Security charges 263.05 229.03
Loss on settlement of forward contract - 36.30
Loss on redemption of bonds (net) at FVOCI 7.07 5.07
Loss on redemption of mutual funds (net) at FVTPL 6.85 -
Miscellaneous expenses 85.60 83.79
19,116.44 18,420.33
*Payment to auditors
As auditor:
- Statutory audit fee 39.50 39.50
- Limited review fee 22.50 22.50
- Certification fee 8.25 3.40
- Reimbursement of expenses 5.15 4.27
75.40 69.67
134
Notes
COMPANY OVERVIEW
33 I Income Tax
A. The major components of income tax (expense) / income recognised in Statement of Profit or Loss
ended ended
31 March 2020 31 March 2019
STATUTORY REPORTS
Tax expense 2,340.32 2,682.78
Tax expense for earlier years 78.85 110.19
Deferred tax (credit) /charge (452.04) 135.85
Total 1,967.13 2,928.82
Recognised in Other comprehensive income

Tax impact on
- Re-measurement on defined benefit plan 37.16 29.63
- Fair value of debt instruments through other comprehensive income/(loss) (2.00) 0.75
Total 35.16 30.38
B. Reconciliation of effective tax rate

31 March 2020 31 March 2019
Tax using the Company's tax rate 34.94% 2,990.63 34.94% 4,372.16
Effect of deduction under section 10AA of the -13.47% (1,152.56) -12.41% (1,552.64)
Income tax Act, 1961
Effect of expenses permanently disallowed 0.35% 29.91 0.14% 17.50
under the Income Tax Act, 1961
Effect of income exempt/ taxed on lower rate -0.31% (26.92) -0.19% (23.27)
Effect of profit on sale of mutual funds 0.57% 48.46 - -
taxable under Income tax Act, 1961
Tax expense for earlier years 0.92% 78.85 0.88% 110.19
Others -0.01% (1.24) 0.04% 4.88
Income tax recognised in statement of profit 22.98% 1,967.13 23.41% 2,928.82
and loss for the current year
C. Deferred tax assets (net)

Deferred tax relates to the following:
As at As at
31 March 2020 31 March 2019
Deferred tax related to items recognised in OCI:
Deferred tax assets (gross)
Investments at fair value through OCI 1.42 -
Remeasurement of defined benefit liability (asset) 51.37 14.21
(a) 52.79 14.21
As at As at
31 March 2020 31 March 2019
Deferred tax liabilities
Investments at fair value through OCI - 7.12
(b) - 7.12
135
Notes
Deferred tax related to items recognised in Statement of Profit and Loss:

As at As at
31 March 2020 31 March 2019
Deferred tax liabilities (gross)
Property, plant and equipment 373.98 308.29
Others 145.20 84.54
(c) 519.18 392.83
As at As at
31 March 2020 31 March 2019
Provision for employee benefits 931.23 772.84
Lease liabilities 58.84 -
(d) 2,735.71 2,089.39
(e) = (d) - (c) 2,216.53 1,696.56
Deferred tax assets (net) (e) + (a) - (b) 2,269.32 1,703.65
MAT credit entitlement - 86.97
Total deferred tax assets (net) 2,269.32 1,790.62
D. Movement in temporary differences

31 March 2020
Particulars Balance as at Transition Recognised Recognised Balance as at
1 April 2019 impact in Statement in OCI during 31 March
of Ind AS of Profit or the year 2020
116-Leases Loss during
the year
Investments at fair value through OCI (7.12) - - 8.54 1.42
Remeasurement of defined benefit 14.21 - - 37.16 51.37
liability (asset)
Property, plant and equipment (278.40) - (95.58) - (373.98)
Loss allowance on other financial assets 51.03 - 6.54 - 57.57
Loss allowance on trade receivables 1,265.52 - 422.55 - 1,688.07
Provision for employee benefits 772.84 - 158.39 - 931.23
Others (84.54) - (60.66) - (145.20)
Lease liabilities (29.89) 67.93 20.80 - 58.84
Total 1,703.65 67.93 452.04 45.70 2,269.32
31 March 2019
Particulars Balance as at Recognised in Recognised in Balance as at
1 April 2018 Statement of OCI during 31 March 2019
Profit or Loss the year
during the year
Investments at fair value through OCI (7.87) - 0.75 (7.12)
Remeasurement of defined benefit liability (15.42) - 29.63 14.21
(asset)
Property, plant and equipment (221.74) (56.66) - (278.40)
Loss allowance on other financial assets 42.63 8.40 - 51.03
Loss allowance on trade receivables 1,384.62 (119.10) - 1,265.52
Provision for employee benefits 667.62 105.22 - 772.84
Others (11.11) (73.43) - (84.54)
Lease liabilities (29.62) (0.27) - (29.89)
Total 1,809.11 (135.84) 30.38 1,703.65
136
Notes
COMPANY OVERVIEW
Impact of COVID-19:
In assessing the realizability of deferred income tax assets, management considers whether some portion or all
of the deferred income tax assets will be realized or not. The ultimate realization of deferred income tax assets is
dependent upon the generation of future taxable income during the periods in which the temporary differences
become deductible. Based on the level of historical taxable income and projections for future taxable income over
the periods in which the deferred income tax assets are deductible, management believes that the Company will
STATUTORY REPORTS
realize the benefits of those deductible differences.
Also there is no change in Company’s current tax strategies and thus no change in the accounting for Income
taxes.
34 I Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company
by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by
the weighted average number of equity shares outstanding during the year plus the weighted average number
of Equity shares that would be issued on conversion of all the dilutive potential equity shares into equity
shares.
i. Profit attributable to Equity holders of the Company

ended ended
31 March 2020 31 March 2019
Profit attributable to equity holders of the Company 6,591.23 9,583.08
Profit attributable to equity holders of the Company for basic and 6,591.23 9,583.08
diluted earnings
ii) Weighted average number of ordinary shares

ended ended
31 March 2020 31 March 2019
Opening balance of equity's shares 68,457,610 67,884,117
Effect of share options exercised 422,753 191,325
Weighted average number of shares for basic EPS 68,880,363 68,075,442
Effect of dilution:
ended ended
31 March 2020 31 March 2019
Add: Equity shares held by Newgen ESOP Trust with respect to options 348,839 1,255,390
not exercised by employees but outstanding
Weighted average number of shares for diluted EPS 69,229,202 69,330,832
Basic and diluted earnings per share

ended ended
31 March 2020 31 March 2019
INR INR
Basic earnings per share 9.57 14.08
Diluted earnings per share 9.52 13.82
137
Notes
35 I Share-based payment arrangements:

A. Description of share-based payment arrangements
i. Share option programmes (equity-settled)
The Company established Newgen Employees Stock Option Scheme 2014 (Newgen ESOP 2014) in the year
2014-15, administered through a new Trust ‘Newgen ESOP Trust’. The maximum numbers of grants under this
Scheme shall be limited to 3,783,800 option with underlying equity shares of the Company. Pursuant to the
scheme, during the year 2014-15, the Company has granted 3,653,525 options at an exercise price of INR 63
per option, to the employees of the Company. Under the terms of the plans, these options are vested on a
graded vesting basis over a maximum period of four years from the date of grant and are to be exercised
either in part(s) or full, within a maximum period of five from the date of last vesting. Further, during the year
2017-18 grant of options 353,000, 130,000, and 79,250 through grant II, III and IV on 1 Jul 2017, 1 Sep 2017 and
1 Oct 2017 respectively under the same scheme and with same vesting conditions was made.
Newgen ESOP trust has been treated as an extension of the Company and accordingly shares held by
Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income
and expenses of the trust are accounted for as assets and liabilities of the Company, except for profit / loss
on issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen
ESOP Trust reserve.
ollowing table represents general terms of the grants for the ESOP outstanding as on 31 March 2020, during
F
the year 2019-20 there were no grants made.
ESOP schemes Grant Date No. of Exercise Price Weighted Vesting
Options average Period
Outstanding remaining life
Newgen Employees Stock Option 1-Jan-2015 509,468 INR 63.00 3.75 4 years
Scheme 2014 (Newgen ESOP 2014)
Newgen Employees Stock Option 1-Jul-2017 199,980 INR 63.00 6.25 4 years
Newgen Employees Stock Option 1-Sep-2017 126,500 INR 63.00 6.42 4 years
Newgen Employees Stock Option 1-Oct-2017 48,650 INR 63.00 6.50 4 years
B. Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the share option programmes were
as follows.
Newgen Employees Stock Option Number of Weighted Number of Weighted
Scheme 2014 (Newgen ESOP 2014) options average options average
exercise price exercise price
31 March 2020 31 March 2020 31 March 2019 31 March 2019
Options outstanding as at the 1,557,524 INR 63.00 2,243,483 INR 63.00
beginning of the year
Less: Options lapsed during the year 40,723 INR 63.00 112,466 INR 63.00
Less: Options exercised during the year 632,203 INR 63.00 573,493 INR 63.00
Options outstanding as at the year end 884,598 INR 63.00 1,557,524 INR 63.00
Exercisable as at year end 571,519 1,122,797
Weighted - average contractual life 4.85 years 5.51 years
C. Expense recognised in Statement of Profit and Loss

For details on the employee benefits expense, refer note 29
138
Notes
COMPANY OVERVIEW
36 I Contingent liabilities and commitments (to the extent not provided for)*
31 March 2020 31 March 2019
a. Estimated amount of contracts remaining to be executed on capital 84.18 23.45
account and not provided for net of advances, tangible assets**
b. Income Tax matters
Financial year 2015-16*** 179.00 179.00
STATUTORY REPORTS
Financial year 2016-17*** 184.43 -
Financial year 2017-18 258.00 -
*T
he Company is committed to operationally, technically and financially support the operations of its certain subsidiary
companies.
** For other commitments – Non-cancellable operating and finance leases, refer note 19
***The Company has received assessment orders pertaining to financial year 2015-16 and 2016-17 incorporating adjustments of `
179.00 lakhs and ` 184.43 lakhs respectively. The Company has filed an appeal with the Commissioner of Income Tax (Appeal) against
the assessment order issued by the Assessing officer. The hearing date is awaited.
In February 2019, there was a judicial pronouncement with respect to provident fund. It is not currently clear
whether the interpretation set out in the pronouncement has retrospective application. If applied retrospectively,
the interpretation would result in an increase in contributions payable by the Company for past and future periods
for certain of its employees. There are numerous interpretative challenges concerning the retrospective application
of the judgment. Due to such challenges and a lack of interpretive guidance, it is currently impracticable to
reliably estimate the timing and amount of any payments the Company may be required to make. The Company
will continue to monitor and evaluate its position based on future events and developments.
37 I Details of dues to Micro, Small and Medium Enterprises as defined under the
MSMED Act, 2006
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008
which recommends that the Micro and Small Enterprises should mention in their correspondence with its
customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly,
the disclosure in respect of the amounts payable to such enterprises as on 31 March 2020 and 31 March 2019 has
been made in the financial statements based on information received and available with the Company. Based on
the information currently available with the Company, there are no dues payable to Micro and Small Suppliers as
defined in the Micro, Small and Medium Enterprises Development Act, 2006.
38 I After the reporting date the following dividend were proposed by the Board of Directors, subject to the
approval of shareholders at Annual General Meeting; Accordingly, the dividends have not been recognised as
liabilities. The Finance Act 2020 has repealed the Dividend Distribution Tax (DDT). The Company is now required
to pay/distribute dividend after deducting applicable taxes.
ended ended
31 March 2020 31 March 2019
Final dividend of INR 2.00 per share (31 March 2019: INR 3/-) 1,399.11 2,087.57
Dividend distribution tax - 429.20
39 I Utilization of CORPORATE Social Responsibility expenses

As per Section 135 of the Companies Act 2013, the following is the detail of CSR expenses incurred by the
Company: Gross amount to be spent by the Company during the year ended 31 March 2020 is INR 186.27 lakhs
(previous year INR. 125.64 lakhs). Amount spent during the year ended 31 March 2020:
Particulars Amount spent Amount to Total
during the year be spent
i) For purpose mentioned as under* 186.14 0.13 186.27
*The areas for CSR activities are promoting education, health care, sanitation, digital literacy and livelihood enhancement and
participation on SOS Children’s Village Projects in Faridabad. The funds were primarily utilized through the year on the following
activities which are specified in Schedule VII of the Companies Act, 2013.
139
Notes
40 I The Company has established a comprehensive system of maintenance of information and documents
as required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law
requires existence of such information and documentation to be contemporaneous in nature, the Company has
got the updated documentation for the international transactions entered into with the associated enterprises
during the financial year. During the year ended 31 March 2020, the holding company has also started availing
services from its overseas subsidiaries in accordance with the transfer pricing methodology under sections 92-
92F of the Income Tax Act, 1961. The management is of the opinion that its international transactions are at arm’s
length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the
amount of tax expense and that of provision for taxation.
41 I During the year ended 31 March 2020, the IPO proceeds were utilised for furnishing of office premises near
Noida-Greater Noida Expressway, Uttar Pradesh and for general corporate purpose amounting to INR 2,008.40
lakhs and INR 1,281.00 lakhs respectively. As on 31 March 2020, the net proceeds of the public issue are fully
utilised.
42 I Details of current Investments (refer note 11)

Particulars Number of units Amount in lakhs
as at as at
Investment in mutual funds -FVTPL
Nippon India Short Term Fund- Direct 634,842.04 634,842.04 251.01 228.91
Plan- Growth option
ICICI Prudential Short Term Plan-Direct 2,098,216.14 860,076.95 930.90 346.96
Plan-Growth option
ICICI Prudential Credit Risk Fund -Direct 2,185,595.64 2,185,595.64 505.92 459.30
Plan- Growth option
Kotak Credit Risk Fund- Direct Plan- 2,194,751.05 2,194,751.05 514.89 472.75
Growth option
IIFL Wealth Finance Limited SR-A1-June 20.00 20.00 257.35 242.95
2022 LOA 13JU22 FVRS10LAC
IIFL Dynamic Bond Fund Reg- Growth option - 1,442,782.84 - 212.99
Franklin India Short Term Income - 11,121.68 - 466.63
Plan - Retail Plan -Direct- Growth option
Aditya Birla Sun Life Credit Risk Fund- - 3,202,905.98 - 454.78
Direct-Growth option
UTI Credit Risk Fund- - 2,617,878.59 - 471.48
Direct Plan- Growth option
L and T Credit Risk Fund - 2,157,673.57 - 468.53
Direct Plan -Growth option
HDFC Short Term Debt Fund-Direct 2,403,804.13 - 550.19 -
Plan-growth option
DSP Liquidity Fund- Regular Plan- 21,276.15 - 600.45 -
Growth option
IDFC Bond Fund-Short Term Plan-growth option 1,153,064.73 - 500.00 -
Aditya Birla Sun Life Liquid Fund 220,614.74 - 700.99 -
-Growth-Regular Plan
Bharat bonds ETF 20,000.00 - 208.07 -
140
Notes
COMPANY OVERVIEW

as at as at
Investment in government
bonds-FVTOCI
STATUTORY REPORTS
8.40% IRFC 15YRS SR2A 18022029 40,000.00 40,000.00 467.71 455.66
(18-Feb-2029)
7.35% NHAI LTD Tax free Bond 15YRS 45,000.00 45,000.00 500.96 482.62
SR2A Annual (11-Jan-2031)
8.54% PFC Tax free Bonds 16,500.00 - 203.32 -
(Series 2A) 16/11/2028
7.04% IRFC Bond 03/03/2026 15.00 - 166.38 -
8.3% NHAI Tax free Bonds 25/01/2027 30,000.00 - 355.96 -
8.63% IRFC Bonds 26/03/2029 22,000.00 - 288.04 -
Investment in Other Bonds-FCTOCI

Vijaya Bank SR-II 10.4 LOA Perpetual - 40.00 - 402.30
FVRS10LAC (27-Mar-2050)
State Bank of India Series 1 9.56% 30.00 - 306.31 -
NCD perpetual FVRS10Lac
ICICI Bank Limited SR DDE18AT 9.90 30.00 - 302.22 -
BD Perpetual FVRS10LAC
7,610.67 5,165.86
43 I Related party transactions

A. List of subsidiaries
Set out below is the list of subsidiaries:
Name of the company Country of Ownership interest
incorporation 31 March 2020 31 March 2019
Newgen Software Inc. United States of 100% 100%
America
Newgen Software Technologies Pte Ltd. Singapore 100% 100%
Newgen Software Technologies Canada Limited Canada 100% 100%
Newgen Software Technologies (UK) Ltd. United Kingdom 100% 100%
Newgen Software Technologies Pty Ltd. Australia 100% -
Newgen Computers Technologies Limited India 100% 100%
The principal place of business of all the entities listed above is the same as the respective country of incorporation.
B. Transactions with Key Management Personnel

A number of key management personnel, or their related parties hold positions in other entities that result in
them having control or significant influence over those entities.
Compensation of the Company’s key managerial personnel includes salaries, non-cash benefits and
contributions to post - employment defined benefit plan(see note 29)
Executive officers also participate in the Company’s share option plan as per the conditions laid down in that
scheme (see note 29 and note 35).
141
Notes
List of key management personnel and their relatives

Diwakar Nigam - Managing Director
T.S. Varadarajan - Whole Time Director
Priyadarshini Nigam - Whole Time Director
Arun Kumar Gupta - Chief Financial Officer
Virender Jeet - Senior Vice President (Sales and Marketing/Product)
Surender Jeet Raj - Senior Vice President (HR/Operations)
Tarun Nandwani - Senior Vice President (Business Management)
Usha Varadarajan - Relative of Whole Time Director - T.S. Varadarajan
Aman Mourya- Company Secretary
List of non-executive and independent directors

Kaushik Dutta - Independent Director
Saurabh Srivastava - Independent Director
Subramaniam R Iyer - Independent Director
Ms Padmaja Krishnan - Independent Director
Key management personnel compensation

Transaction value Balance payable
For the year For the year As at As at
ended ended 31 March 2020 31 March 2019
31 March 2020 31 March 2019
Salaries, wages and bonus* 1,086.13 959.18 389.66 348.95
Diwakar Nigam 278.99 174.90 82.42 8.42
T.S. Varadarajan 142.57 83.70 50.23 6.06
Priyadarshini Nigam 77.58 40.84 33.04 -
Arun Kumar Gupta 82.77 116.13 26.60 37.87
Virender Jeet 147.60 187.03 75.01 112.47
Surender Jeet Raj 191.46 166.52 62.70 96.86
Tarun Nandwani 148.35 176.18 58.65 86.40
Aman Mourya 16.81 13.88 1.01 0.87
Dividend paid (excluding 1,402.83 933.99 - -

dividend distribution tax)
Diwakar Nigam 552.67 368.45 - -
T.S. Varadarajan 450.28 300.19 - -
Priyadarshini Nigam 239.07 159.38 - -
Arun Kumar Gupta 2.10 1.09 - -
Virender Jeet 7.47 4.98 - -
Surender Jeet Raj 7.48 4.55 - -
Tarun Nandwani 7.87 4.77 - -
Usha Varadarajan 135.85 90.57 - -
Aman Mourya 0.04 0.01
Share-based payments 93.69 57.17 - -

Virender Jeet - - - -
Surender Jeet Raj 56.92 - - -
* excludes provision for gratuity and compensated absences, as these are determined on the basis of actuarial valuation for the
Company as a whole and includes share-based payments and commission.
142
Notes
COMPANY OVERVIEW

31 March 2020 31 March 2019
Sitting fees to independent director 41.00 41.00 8.10 8.10
STATUTORY REPORTS
Kaushik Dutta 14.00 14.00 2.70 2.70
Saurabh Srivastava 13.00 13.00 2.70 2.70
Subramaniam R Iyer 14.00 14.00 2.70 2.70
Commission to independent director 50.00 - 47.50 -
Kaushik Dutta 16.67 - 15.83 -
Saurabh Srivastava 16.67 - 15.83 -
Subramaniam R Iyer 16.67 - 15.83 -
C. Related party transactions other than those with key management personnel
The transactions with related parties are made on terms equivalent to those that prevail in arm’s length
transactions. Outstanding balances at the year end are unsecured and settlement occurs in cash.
For the year ended 31 March 2020 and 31 March 2019, the Company has not recorded any impairment of
receivables relating to amounts owed by related parties. This assessment is undertaken at each reporting period.
Transaction value Balance receivable

31 March 2020 31 March 2019
Sale of products and services
Subsidiaries
Newgen Software Inc., USA 9,883.41 10,555.33 2,850.88 2,631.96
Newgen Software Technologies Pte Ltd. 2,048.35 1,821.08 1,237.49 584.41
Newgen Software Technologies 386.65 675.27 238.85 251.43
Canada Limited
Newgen Software Technologies (UK) Ltd. 656.30 793.44 298.47 560.49
Newgen Software Technologies Pty Ltd. - - - -
Sale of services-back office support cost

Subsidiaries
Newgen Software Inc., USA 137.64 - 137.64 -
Newgen Software Technologies Pte Ltd. 29.52 - 29.52 -
Newgen Software Technologies 18.42 - 18.42 -
Canada Limited
Newgen Software Technologies (UK) Ltd. 10.13 - 10.13 -
Newgen Software Technologies Pty Ltd. 8.20 - 8.08 -
Expense-Outsourced technical services

Subsidiaries
Newgen Software Inc., USA 593.52 566.26 341.11 566.26
Newgen Software Technologies Pte Ltd. 101.87 45.82 50.73 45.82
143
Notes
Transaction value Balance receivable

31 March 2020 31 March 2019
Expense-Marketing support services
Subsidiary
Newgen Software Technologies Pty Ltd. 395.32 - 386.38 -
Rent expense
Subsidiary
Newgen Computers Technologies 7.92 7.20 - -
Limited
Paid on behalf of
Subsidiary
Limited
Recovered from
Subsidiary
Limited
Investment in subsidiaries - share based
payment
Newgen Software Inc., USA 3.39 2.20 - -
Newgen Singapore 0.82 1.79 - -
Newgen Software Technologies - 0.12 - -
Canada Limited
Newgen Software Technologies (UK) Ltd. - 0.09 - -
D. Investment in subsidiaries
Subsidiary Company As at As at
31 March 2020 31 March 2019
Newgen Software Inc. USA 528.10 524.71
Newgen Software Technologies Canada Limited 56.52 56.52
Newgen Software Technologies Pte. Ltd. 116.74 115.92
Newgen Computers Technologies Limited 46.50 46.50
Newgen Software Technologies Pty Ltd. 491.05 -
Newgen Software Technologies (UK) Ltd. 178.74 178.74
1,417.65 922.39
144
Notes
COMPANY OVERVIEW
44 I Financial instruments – Fair values and risk management

A. Accounting classification and fair values
The following table shows the carrying amounts and fair value of financial assets and financial liabilities,
including their levels in the fair value hirarchy.
31 March 2020 Note Carrying amount Fair value
STATUTORY REPORTS
FVTPL FVTOCI Amortised Cost Total Level 1 Level 2 Level 3 Total
Financial assets
Financial assets measured at
fair value
Investments in mutual funds 11 5,019.75 - - 5,019.75 5,019.75 - - 5,019.75
Investments in bonds 11 - 2,590.92 - 2,590.92 2,590.92 - - 2,590.92
Financial assets not measured
at fair value
Other non-current financial asset 8 - - 351.48 351.48 - - - -
Trade receivables 12 - - 23,813.20 23,813.20 - - - -
Cash and cash equivalents 13 - - 5,758.70 5,758.70 - - - -
Other bank balances 13A - - 6,516.11 6,516.11
Loans 7 and 14 - - 523.25 523.25 - - - -
Other financial assets 15 - - 8,260.42 8,260.42 - - - -
5,019.75 2,590.92 45,223.16 52,833.83 7,610.67 - - 7,610.67
Financial liabilities `
Financial laibilities not
measured at fair value
Lease liabilities 19 - - 3,347.03 3,347.03 - - - -
Short term borrowings 21 - - 7,453.21 7,453.21 - - - -
Trade payables 22 - - 3,149.06 3,149.06 - - - -
Other financial liabilities 23 - - 4,036.57 4,036.57 - - - -
- - 17,985.87 17,985.87 - - - -

Financial assets
fair value
Investments in debt mutual funds 11 3,582.34 - - 3,582.34 3,582.34 - - 3,582.34

at fair value

Other bank balances 13A - - 2,139.40 2,139.40
Loans 7 and 14 - - 374.43 374.43 - - - -
3,582.34 1,583.52 46,146.66 51,312.52 5,165.86 - - 5,165.86
145
Notes

FVTPL FVTOCI Amotised Cost Total Level 1 Level 2 Level 3 Total
Financial liabilities not -
Long-term maturities of finance 19 - - 1,320.15 1,320.15 - - - -
lease obligations (secured)
Trade payables 22 - - 2,461.48 2,461.48 - - - -
- - 14,059.65 14,059.65 - - - -
The fair value of trade receivables, cash and cash equivalents, other bank balances, loans, other current financial
assets, current borrowings, trade payables and other current financial liabilities approximate their carrying
amounts, due to their short-term nature. Fair value of bank deposits included in non-current other financial assets
are equivalent to their carrying amount, as the interest rate on them is equivalent to market rate.
B. Measurement of fair values

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is

directly or indirectly observable inputs
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement

is unobservable
Particulars Fair value Valuation technique Significant Inter-relationship
hierarchy unobservable between
inputs unobservable
inputs and fair
vale measurement
Financial assets
measured at FVTPL
Investments in mutual Level 1 Market valuation technique: Investments Not applicable Not applicable
funds traded in active markets are determined
by reference to quotes from the financial
institutions; for example: Net asset value
(NAV) for investments in mutual funds
declared by mutual fund house, quoted
price of equity shares in the stock
exchange etc.
Financial assets
measured at FVTOCI
Investments in bonds Level 1 Market valuation technique: The fair Not applicable Not applicable
value of bonds is based on direct and
market observable inputs.
Financial liabilities measured
at Amortised cost
Long term borrowings Level 2 Discounted cash flow: The valuation Not applicable Not applicable
model considers the present value of
expected payment, discounted using a
risk adjusted discount rate
Short term borrowings Level 2
There have been no transfers in either direction for the years ended 31 March 2020 and 31 March 2019.
146
Notes
COMPANY OVERVIEW
C. Financial risk management

The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk
and interest rate risk), credit risk and liquidity risk.
i. Risk management framework
The Company’s board of directors has framed a Risk Management Policy and plan for enabling the Company
to identify elements of risk as contemplated by the provisions of the Section 134 of the Companies Act
STATUTORY REPORTS
2013. The Company’s risk management policies are established to identify and analyse the risks faced by
the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the
Company’s activities. The Company, through its training and management standards and `procedures, aims
to maintain a disciplined and constructive control environment in which all employees understand their roles
and obligations.
The Company’s audit committee oversees how management monitors compliance with the Company’s risk
management policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal
audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures,
the results of which are reported to the audit committee.
ii. 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 partially from the Company’s receivables from customers,
loans and investment in debt securities. The carrying amount of financial assets represent the maximum
credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are
monitored on an ongoing basis.
The carrying amount of financial assets represent the maximum credit risk exposure. The maximum exposure
to credit risk at the reporting was:
31 March 2020 31 March 2019
Trade receivables 23,813.20 23,684.65
Loans 523.25 374.43
Cash and cash equivalents 5,758.70 13,355.94
Other bank balances 6,516.11 2,139.40
36,611.26 39,554.42
To cater to the credit risk for investments in mutual funds and bonds, only high rated mutual funds/bonds are
accepted.
The Company has given security deposits to vendors for rental deposits for office properties, securing services
from them, government departments. The Company does not expect any default from these parties and
accordingly the risk of default is negligible or nil.
Trade receivables and unbilled revenues are typically unsecured and derived from revenue earned from customers
primarily located in India, USA, EMEA and APAC.
Credit risk has always been managed by the Company through credit approval, establishing credit limits and
continuously monitoring the credit worthiness of customers to which the Company grants credit term in normal
course of business. Credit limits are established for each customers and received quarterly. Any sales/services
exceeding these limits require approval from the risk management committee.
The Company establishes an allowance for impairment that represents its expected credit losses in respect of
trade receivables. The management uses a simplified approach for the purpose of computation of expected credit
147
Notes
loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit
characteristics, including whether they are an individual or legal entity, industry and existence of previous financial
difficulties, if any.
Trade and other receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However, management also considers the factors that may influence the credit risk of its customer base, including
the default risk of the industry and country in which customers operate.
The Company establishes an allowance for impairment that represents its expected credit losses in respect
of trade and other receivables. The management establishes an allowance for impairment that represents its
estimate of expected losses in respect of trade and other receivables. An impairment analysis is performed at
each reporting date.
The Company’s exposure to credit risk for trade receivables by geographic region is as follows
Carrying amount
As at As at
31 March 2020 31 March 2019
India 7,103.27 9,300.31
USA 3,319.15 2,887.04
EMEA 9,586.80 8,540.51
APAC 3,795.90 2,956.79
Australia 8.08 -
23,813.20 23,684.65
The following table provides information about the exposure to credit risk and expected credit loss for trade
receivables from individual customers:
As at 31 March 2020 Gross carrying Weighted- Loss allowance Credit-

amount average loss rate impaired
0-3 months past due 18,438.64 1.91% 352.83 No
6-9 months past due 746.07 15.93% 118.82 No
above 24 months past due 4,008.62 81.14% 3,252.50 No
28,643.99 4,830.79

12-15 months past due 3,328.71 36.95% 1,230.10 No
above 24 months past due 689.00 86.83% 598.28 No
27,306.20 3,621.55
148
Notes
COMPANY OVERVIEW
Movement in allowance for impairment in respect of trade receivables

Impairment in trade
receivables
Balance as at 1 April 2018 4,000.87
Impairment loss recognised 1,573.26
Amounts written off 1,952.58
STATUTORY REPORTS
Amounts written off 527.43
The impairment provisions for financial assets disclosed above are based on assumptions about risk of default
and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to
the impairment calculation, based on the Company’s past history, existing market conditions as well as forward
looking estimates at the end of each reporting period.
Debt securities
The Company limits its exposure to credit risk by investing only in liquid debt securities and only with counterparties
that have a credit rating A to AAA from renowned rating agencies.
The Company monitors changes in credit risk by tracking published external credit ratings. For its investment in
bonds, Company also reviews changes in government bond yields together with available press and regulatory
information about issuers
The exposure to credit risk for debt securities at FVTOCI and at FVTPL is as follows:-
Net carrying amount
As at As at
31 March 2020 31 March 2019
India 7,610.67 5,165.86
7,610.67 5,165.86
Basis experienced credit judgement, no risk of loss is indicative on Company’s investment in mutual funds and
government bonds.
Cash and cash equivalents and other bank balances
The Company held cash and cash equivalents of INR 5,758.70 lakhs at 31 March 2020 (31 March 2019: INR 13,355.94
lakhs) and other bank balances of INR 6,516.11 lakhs as at 31 March 2020 (31 March 2019: INR 2,139.40 lakhs). The
cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AAA,
based on renowned rating agencies.
Impact of COVID-19:
Financial instruments carried at fair value as at 31 March 2020 are ` 7,610.67 lakhs and financial instruments carried
at amortised cost as at 31 March 2020 are 45,233.16 lakhs. The financial assets are classified as Level 1 having fair
value of ` 7,610.67 lakhs as at 31 March 2020. The fair value of these assets is marked to an active market which
factors the uncertainties arising out of COVID-19. The financial assets carried at fair value by the Company are
mainly investments in liquid debt securities and government bonds and accordingly, any material volatility is not
expected, other than only factored in the fair value.
Financial assets of ` 12,274.81 lakhs as at 31 March 2020 carried at amortised cost is in the form of cash and cash
equivalents, bank deposits and earmarked balances with banks where the Company has assessed the counterparty
credit risk. Trade receivables of ` 23,813.20 Lakhs as at 31 March 2020 forms a significant part of the financial assets
carried at amortised cost, which is valued considering provision for allowance using expected credit loss method.
The Company closely monitors its customers who are going through financial stress and assesses actions such as
change in payment terms, discounting of receivables with institutions on recourse basis, recognition of revenue
on collection basis etc., depending on severity of each case. In addition to the historical pattern of credit loss, we
have considered the likelihood of increased credit risk and consequential default considering emerging situations
due to COVID-19. The same assessment has also been done in respect of unbilled receivables of ` 7,767.02 lakhs
as at 31 March 2020. Basis this assessment, the allowance for doubtful trade receivables of ` 4,830.79 Lakhs as at
31 March 2020 is considered adequate.
149
Notes
iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach
to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities
when they are due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the company’s reputation.
The Company’s primary sources of liquidity include cash and bank balances, deposits, undrawn borrowings
and cash flow from operating activities. As at 31 March 2020, the Company had a working capital of INR
29,464.15 lakhs (31 March 2019: INR 31,727.13 lakhs) including cash and cash equivalent of INR 5,758.70 lakhs
(31 March 2019: INR 13,355.94 lakhs), other bank balances of INR 6,516.11 lakhs ( 31 March 2019: 2,139.40 lakhs)
and current investments of INR 7,610.67 lakhs (31 March 2019: INR 5,165.86 lakhs).
Consequently, the Company believes its revenue, along with proceeds from financing activities will continue
to provide the necessary funds to cover its short term liquidity needs. In addition, the Company projects cash
flows and considering the level of liquid assets necessary to meet liquidity requirement.
In addition, the Company had access to the following undrawn borrowing facilities at the end of the reporting year
Particulars Total 2 months 2-12 months 1-2 years 2-5 years More than
or less 5 years
As at 31 March 2020 546.79 - 546.79 - - -
As at 31 March 2019 227.36 - 227.36 - - -
Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are
gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.
Contractual cash flows

31 March 2020 Carrying Total 2 months 2-12 1-2 2-5 More than
amount or less months years years 5 years
Non-derivative financial liabilities `
Finance lease obligations (including 3,347.03 8,787.04 268.63 1,230.78 1,209.24 810.75 5,267.64
current maturities)
Employee related payables 3,428.23 3,428.23 2,477.64 950.59 - - -
Trade and other payables 3,149.06 3,149.06 3,149.06 - - - -
Pre-shipment loans (secured) 7,453.21 7,453.21 - 7,453.21 - - -
Payable in respect of retention money 180.54 180.54 - 180.54 - - -
Earnest money deposits 1.00 1.00 - 1.00 - - -
Payable for capital assets 412.41 412.41 - 412.41 - - -
Total 17,971.48 23,411.49 5,895.33 10,228.53 1,209.24 810.75 5,267.64

Finance lease obligations (including 1,320.15 6,509.56 - 427.63 396.90 351.54 5,333.49
current maturities)
Employee related payables 3,256.39 3,256.39 3,256.39 - - - -
Total 14,059.65 19,249.06 5,717.87 7,449.26 396.90 351.54 5,333.49
150
Notes
COMPANY OVERVIEW
Interest payment on variable interest rate loan in the table above reflect market forward interest rates at the
reporting dates and these amount may change as market interest changes
iv. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and
equity prices – will affect the company’s income or the value of its holdings of financial instruments. Market
STATUTORY REPORTS
risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and
payables and long term debt. We are exposed to market risk primarily related to foreign exchange rate risk,
interest rate risk and the market value of our investments. Thus, our exposure to market risk is a function of
investing and borrowing activities and revenue generating and operating activities in foreign currency. The
objective of market risk management is to avoid excessive exposure in our foreign currency revenues and
costs.
v. Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Company is exposed to currency risk on account of its borrowings,
receivables and other payables in foreign currency. The functional currency of the Company is Indian Rupee.
The foreign currency exchange management policy is to minimize economic and transactional exposures
arising from currency movements against the US dollar, Euro, Great Britain Pound, Canadian dolar, Abar
Emirates Dhiram, Saudi Riyal, Singapore dollar, Australian dollar, Malaysian Ringgit and Hong Kong dollar. The
Company manages the risk by netting off naturally-occurring opposite exposures wherever possible, and
then dealing with any material residual foreign currency exchange risks if any.
Exposure to currency risk

The currency profile of financial assets and financial liabilities as at 31 March 2020 and 31 March 2019 are as
below:
Particulars Currency 31 March 2020 31 March 2019
Amount Amount in local Amount Amount in
in foreign currency in foreign local currency
currency (lakhs) currency (lakhs)
(lakhs) (lakhs)
Financial assets
Trade and other receivables*
USD 222.03 16,738.68 204.78 14,178.50
AED 5.22 107.07 7.74 145.94
CAD 4.98 265.73 4.84 251.43
EUR 0.78 64.60 0.90 70.12
GBP 3.57 328.58 6.35 574.78
SAR 2.06 41.36 2.12 39.09
SGD 23.91 1,267.39 11.52 584.41
MYR 1.62 28.30 - -
AUD 0.17 8.08 - -
Bank balance-Dubai AED 5.78 118.65 7.33 138.32
Bank balance-EEFC USD 6.87 518.17 19.80 1,369.49
Travelling Advance to USD 0.67 47.72 1.32 89.36

employees
AED 0.70 13.85 1.15 22.01
CAD 0.02 0.92 0.09 5.16
GBP 0.02 1.87 0.03 2.90
151
Notes

(lakhs) (lakhs)
SGD 0.02 0.87 0.16 8.68
EURO - - 0.08 6.83
SAR 0.51 10.04 - -
HKD 0.06 0.56 - -
Trade and other payables
USD (20.44) (1,498.18) (21.40) (1,468.91)
SGD (1.02) (53.34) (0.90) (45.82)
SAR (0.47) (8.86) (0.78) (14.20)
AED (0.17) (3.16)
AUD (8.35) (395.32) - -
Short term borrowings USD (98.86) (7,453.21) (97.91) (6,772.64)

* gross of loss allowance
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against US dollar, Euro, Great Britain Pound,
Canadian dolar, Abar Emirates Dhiram, Saudi Riyal, Singapore dollar, Australian dollor, Malaysian Ringgit and Hong
Kong Dollar at reporting date would have affected the measurement of financial instruments denominated in
foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes
that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and
purchases.
Effect in Lakhs of INR For the year ended 31 March 2020 For the year ended 31 March 2019
Strengthening Weakening Strengthening Weakening
1% movement
USD 83.13 (83.13) 73.73 (73.73)
EUR1 0.64 (0.64) 0.77 (0.77)
GBP1 3.34 (3.34) 4.96 (4.96)
CAD1 2.67 (2.67) 2.56 (2.56)
SGD1 12.14 (12.14) 5.92 (5.92)
AED1 2.38 (2.38) 3.03 (3.03)
SAR1 0.42 (0.42) 0.25 (0.25)
HKD1 0.01 (0.01)
MYR1 0.28 (0.28) - -
AUD1 (3.78) 3.78 - -
101.23 (101.23) 91.22 (91.22)
vi. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest
rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in
the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing
investments will fluctuate because of fluctuations in the interest rates.
a) Exposure to interest rate risk

The Company is exposed to both fair value interest rate risk as well as cash flow interest rate risk arising both
on short-term and long-term floating rate instruments.
152
Notes
COMPANY OVERVIEW
The interest rate profile of the Company’s interest-bearing financial instruments is as follows:
Nominal amount in INR

31 March 2020 31 March 2019
Fixed-rate instruments
Financial assets 13,488.94 13,395.70
STATUTORY REPORTS
Financial liabilities 3,347.03 (1,320.15)
16,835.97 12,075.55
Variable-rate instruments
Financial liabilities (7,453.21) (6,772.64)
(7,453.21) (6,772.64)
Total 9,382.76 5,302.91
b) Sensitivity analysis
Fair value sensitivity analysis for fixed-rate instruments
The Company accounts for investments in government and other bonds as fair value through other
comprehensive income. Therefore, a change in interest rate at the reporting date would have impact on equity.
A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased
(decreased) equity by INR 16.84 lakhs after tax (31 March 2019: INR 10.30 lakhs).
Cash flow sensitivity analysis for variable-rate instruments
(decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in
particular foreign currency exchange rates, remain constant.
Profit or loss
100 bp increase 100 bp decrease
31 March 2020
Variable-rate instruments 74.53 74.53
Cash flow sensitivity (net) 74.53 74.53
31 March 2019
Market price risk

a) Exposure
The Company’s exposure to mutual funds and bonds price risk arises from investments held by the Company
and classified in the balance sheet as fair value through profit and loss and at fair value through other
comprehensive income respectively.
To manage its price risk arising from investments, the Company diversifies its portfolio. Diversification of the
portfolio is done in accordances with the limits set by the Company.
b)Sensitivity analysis
Company is having investment in mutual funds, government bonds, other bonds and investment in subsidiaries.
For such investments classified at Fair value through other comprehensive income, a 2% increase in their fair
value at the reporting date would have increased equity by INR 33.68 lakhs after tax (31 March, 2019: INR
20.59 lakhs ). An equal change in the opposite direction would have decreased equity by INR 33.68 lakhs
after tax (31 March, 2019: INR 20.59 lakhs).
For such investments classified at Fair value through profit or loss, the impact of a 2% increase in their fair
value at the reporting date on profit or loss would have been an increase of INR 65.26 lakhs after tax (31 March,
2019: INR 46.61 lakhs ). An equal change in the opposite direction would have decreased profit or loss by INR
65.26 lakhs after tax (31 March, 2019: INR 46.61 lakhs).
153
Notes
45 I 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. Management monitors the return on capital as well as the level
of dividends to equity shareholders.
The Company manages its capital structure and makes adjustments to it as and when required. To maintain or
adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new shares.
No major changes were made in the objectives, policies or processes for managing capital during the year ended
31 March 2020 and 31 March 2019.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted
net debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under
finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity
The Company capital consists of equity attributable to equity holders that includes equity share capital, retained
earnings and long term borrowings.
As at As at
31 March 2020 31 March 2019
Less: Cash and cash equivalent 5,758.70 13,355.94
Adjusted net debt (a) 5,041.54 (5,263.15)
Total equity (b) 52,692.55 48,397.42
Total equity and net debt (a+b) = c 57,734.09 43,134.27
Capital gearing ratio (a/c) 8.73% -12.20%
As a part of its capital management policy the Company ensures compliance with all covenants and other capital
requirements related to its contractual obligations.
46 I Segment reporting
A. Basis for segmentation
An operating segment is a component of the Company that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of
the Company’s other components, and for which discrete financial information is available.
The Company’s board of directors have been identified as the Chief Operating Decision Makers (CODM)
since they are responsible for all major decisions in respect of allocation of resources and assessment of
the performance on the basis of the internal reports/ information provided by functional heads. The board
examines the performance of the Company based on such internal reports which are based on operations in
various geographies and accordingly, have identified the following reportable segments:
• India
• Europe, Middle East and Africa (EMEA)
• Asia Pacific (APAC)
• United States of America (USA)
• Australia
154
Notes
COMPANY OVERVIEW
B. Information about reportable segments

Year ended 31 March 2020
Particulars Reportable segments
India EMEA APAC USA Australia Total
Segment
STATUTORY REPORTS
Revenue
External revenue 19,499.82 20,324.55 6,707.70 11,199.85 8.20 57,740.12
Inter-segment revenue - - - - - -
Total Segment Revenue 19,499.82 20,324.55 6,707.70 11,199.85 8.20 57,740.12
Segment profit/(loss) before 1,731.78 4,408.82 2,068.93 1,754.44 (389.20) 9,574.77

income tax
Segment assets 10,181.02 14,196.50 4,631.89 4,730.38 499.13 34,238.92
Segment liabilities 5,348.08 6,339.14 1,350.75 1,844.44 395.32 15,277.73
Capital expenditure during the year 3,863.14 - - - - 3,863.14
Segment
Revenue
External revenue 20,013.53 17,445.70 6,174.90 11,569.92 - 55,204.05
Total Segment Revenue 20,013.53 17,445.70 6,174.90 11,569.92 - 55,204.05
Segment profit/(loss) before 3,382.91 3,728.17 2,125.77 2,875.40 - 12,112.25

income tax
Segment assets 11,885.87 12,043.87 3,744.71 4,091.87 - 31,766.32
Segment liabilities 4,569.15 5,253.15 1,044.23 1,810.92 - 12,677.45
Capital expenditure during the year 653.24 - - - - 653.24
C. Reconciliations of information on reportable segments to Ind AS

Particulars For the year ended For the year ended
31 March 2020 31 March 2019
(a) Revenue
Total revenue for reportable segments 57,740.12 55,204.05
Total revenue 57,740.12 55,204.05
(b) Profit / (loss) before tax

Total profit before tax for reportable segments 9,574.77 12,112.25
Unallocated amounts:
- Unallocated income 2,084.60 2,022.86
- Other corporate expenses (3,101.01) (1,623.22)
Total profit before tax from operations 8,558.36 12,511.89
(c) Assets
Total assets for reportable segments 34,238.92 31,766.32
Other unallocated amounts 46,345.92 39,152.37
Total assets 80,584.84 70,918.69
(d) Liabilities
Total liabilities for reportable segments 15,277.73 12,677.45
155
Notes
C. Information about major customers

No customer individually accounted for more than 10% of the revenues in the year ended 31 March 2020 and
31 March 2019.
D. Unallocated assets, liabilities, revenue and expenses

Certain assets, liabilities, revenue and expenses are not specifically allocable to individual segments as the
underlying services are used interchangeably. The Company believes that it is not practicable to provide
segment disclosures relating to such assets, liabilities, revenue and expenses and accordingly such assets,
liabilities, revenue and expenses are separately disclosed as ‘unallocated’.
47 I Standards issued but not yet effective

Ministry of Corportate Affairs (“MCA”) notifies new statndard or amendments to the existing standards. There
is no such notification which would have been applicable from 1 April 2020.
48 I As at 31 March 2020, the Company has gross foreign currency receivables amounting to INR 18,849.78 lakhs
(previous year INR 15,898.33 lakhs). Out of these receivables, INR 1,992.90 lakhs (previous year INR 355.39
lakhs) is outstanding for more than 15 months. As per circular RBI/2019-20/206 A. P. (DIR series) circular no.
27 , receipt for export goods should be realized within a period of 15 months from the date of export. The
Company must file extension with AD Bank & as per the requirements of circular no. RBI/2015-16/395 A. P.
(DIR series) Circular no. 68 dated May12, 2016, in one calendar year, the Company is allowed to seek extension
for an amount equivalent to 10% of the average export collection of the last 3 years only and pursuant to the
same, the Company is in the process of applying for approval to seek extension of time beyond 15 months
from export date. The management is of the view that the Company will be able to obtain approvals from
the authorities for realising such funds beyond the stipulated timeline without levy of any penalties as it had
bonafide reasons that caused the delays in realization.
116231W / W-100024
UDIN: 20092212AAAABM8147 DIN: 00263222
156
Consolidated Financial Statements
Independent Auditor’s Report 158
Balance Sheet 164
Statement of Profit and Loss 165
Statement of Changes in Equity 166
Statement of Cash Flows 168
Notes to Accounts 170
Independent Auditors’ Report

To the Group as at 31 March 2020, of its consolidated profit
The Members and other comprehensive income (loss), consolidated
Newgen Software Technologies Limited changes in equity and consolidated cash flows for the
year then ended.
Report on the Audit of Consolidated Financial
Statements Basis for Opinion
We conducted our audit in accordance with the
Opinion Standards on Auditing (SAs) specified under section
We have audited the consolidated financial statements 143(10) of the Act. Our responsibilities under those SAs
of Newgen Software Technologies Limited are further described in the Auditor’s Responsibilities
(hereinafter referred to as the “Holding Company”) for the Audit of the Consolidated Financial Statements
and its subsidiaries (Holding Company and its section of our report. We are independent of the Group
subsidiaries together referred to as “the Group”), in accordance with the ethical requirements that are
which comprise the Consolidated Balance Sheet as at relevant to our audit of the consolidated financial
31 March 2020, and the Consolidated Statement statements in terms of the Code of Ethics issued
of Profit and Loss (including other comprehensive by the Institute of Chartered Accountants of India
income (loss)), Consolidated Statement of Changes and the relevant provisions of the Act, and we have
in Equity and Consolidated Statement of Cash Flows fulfilled our other ethical responsibilities in accordance
for the year then ended, and notes to the consolidated with these requirements. We believe that the audit
financial statements, including a summary of significant evidence obtained by us along with the consideration
accounting policies and other explanatory information of audit reports of the other auditors referred to in sub
(hereinafter referred to as “the consolidated financial paragraph (a) of the “Other Matters” paragraph below,
statements”). is sufficient and appropriate to provide a basis for our
opinion on the consolidated financial statements.
In our opinion and to the best of our information and
according to the explanations given to us, and based Key Audit Matters
on the consideration of reports of other auditors on Key audit matters are those matters that, in our
separate financial statements of such subsidiaries professional judgment, were of most significance in
as were audited by the other auditors, the aforesaid our audit of the consolidated financial statements of
consolidated financial statements give the information the current period. These matters were addressed in
required by the Companies Act, 2013 (“Act”) in the the context of our audit of the consolidated financial
manner so required and give a true and fair view in statements as a whole, and in forming our opinion
conformity with the accounting principles generally thereon, and we do not provide a separate opinion on
accepted in India, of the consolidated state of affairs of these matters.
Description of Key Audit Matter

Revenue from operations (refer note 26 to the consolidated financial statements)
• Revenue relating to implementation services In view of the significance of the matter we applied the
from fixed price contracts is recognised based on following audit procedures in this area, among others
percentage of completion method which is estimated to obtain sufficient appropriate audit evidence:
by the Group basis the completion of milestones
• Evaluated the design and implementation of internal
and activities agreed with the customers. Due to
controls and tested the operating effectiveness
complexity and volume of transactions, significant
of internal controls relating to determination of
judgements are required to estimate percentage of
percentage of completion and estimation of efforts
completion and determine timing and accuracy of
required to complete the performance obligation;
recognition of revenue.
• Involved specialists to assess the design,
implementation and operating effectiveness of key
IT controls over the IT environment in which the
business systems operate and to test information
technology system controls used in recording
revenue.
158
Consolidated Financial Statements Annual Report 2019-20
COMPANY OVERVIEW
• Selected specific/statistical samples of existing and new
contracts and performed the following procedures:
– Inspected key terms, including price, deliverables,
timetable and milestones set out in the contract
for selected sample of contracts and identified
STATUTORY REPORTS
the distinct performance obligations.
– Tested project management tool for budgeted
efforts and related percentage completion
milestones and establishing accuracy of
milestones based on actualisation of efforts for
delivered projects.
– Tested the details of activities completed with
those stated in the customer contract, details
of activities completed as provided by the
project head and confirmation/acceptance of
completion of such activities by the customer.
Trade receivables (refer note 11 to the consolidated financial statements)

• Significant management judgement in determining In view of the significance of the matter we applied the
the recoverable amount of trade receivables as following audit procedures in this area, among others
estimating the recoverable amount involves inherent to obtain sufficient appropriate audit evidence:
uncertainty. –
Obtained an understanding of and assessed the
design and implementation of Group’s key internal
controls relating to debt collection and making
provision for doubtful debts;
–
Assessed, on a sample basis that items in the
receivables’ ageing report were classified within
the correct ageing bracket by comparing individual
items in the report with underlying documentation,
which included sales invoices, proof of delivery and
customers sign offs;
–
Assessed the assumptions and estimates made
by the Group for the provision for doubtful debts
with reference to our understanding of the debtors’
financial condition, the industry in which the debtors
are operating, the ageing of overdue balances and
historical and post year-end cash receipts from the
debtors and by performed a retrospective analysis
of the historical accuracy of these estimates; and
– Tested the accuracy and completeness of underlying
data for “expected credit loss model”.
Other Information Our opinion on the consolidated financial statements

The Holding Company’s management and Board of does not cover the other information and we do not
Directors are responsible for the other information. The express any form of assurance conclusion thereon.
other information comprises the information included
in the holding Company’s annual report, but does not In connection with our audit of the consolidated
include the consolidated financial statements and our financial statements, our responsibility is to read the
auditors’ report thereon. other information and, in doing so, consider whether
159
the other information is materially inconsistent with the Auditor’s Responsibilities for the
consolidated financial statements or our knowledge Audit of the Consolidated Financial
obtained in the audit or otherwise appears to be Statements
materially misstated. If, based on the work we have Our objectives are to obtain reasonable assurance
performed and based on the work done/ audit report about whether the consolidated financial statements as
of other auditors, we conclude that there is a material a whole are free from material misstatement, whether
misstatement of this other information, we are required due to fraud or error, and to issue an auditor’s report
to report that fact. We have nothing to report in this that includes our opinion. Reasonable assurance
regard. is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will
Management’s and Board of Directors’ always detect a material misstatement when it exists.
Responsibilities for the Consolidated Misstatements can arise from fraud or error and are
Financial Statements considered material if, individually or in the aggregate,
The Holding Company’s Management and Board of they could reasonably be expected to influence the
Directors are responsible for the preparation and economic decisions of users taken on the basis of these
presentation of these consolidated financial statements consolidated financial statements.
in term of the requirements of the Act that give a
true and fair view of the consolidated state of affairs, As part of an audit in accordance with SAs, we exercise
consolidated profit/ loss and other comprehensive professional judgment and maintain professional
income (loss), consolidated statement of changes in skepticism throughout the audit. We also:
equity and consolidated cash flows of the Group in
• Identify and assess the risks of material
accordance with the accounting principles generally
misstatement of the consolidated financial
accepted in India, including the Indian Accounting
statements, whether due to fraud or error, design
Standards (Ind AS) specified under section 133 of
and perform audit procedures responsive to those
the Act. The respective Management and Board of
risks, and obtain audit evidence that is sufficient
Directors of the companies included in the Group are
and appropriate to provide a basis for our opinion.
responsible for maintenance of adequate accounting
The risk of not detecting a material misstatement
records in accordance with the provisions of the Act
resulting from fraud is higher than for one resulting
for safeguarding the assets of each company. and for
from error, as fraud may involve collusion, forgery,
preventing and detecting frauds and other irregularities;
intentional omissions, misrepresentations, or the
the selection and application of appropriate
override of internal control.
accounting policies; making judgments and estimates
that are reasonable and prudent; and the design, • Obtain an understanding of internal control relevant
implementation and maintenance of adequate internal to the audit in order to design audit procedures
financial controls, that were operating effectively for that are appropriate in the circumstances. Under
ensuring accuracy and completeness of the accounting section 143(3)(i) of the Act, we are also responsible
records, relevant to the preparation and presentation of for expressing our opinion on the internal financial
the consolidated financial statements that give a true controls with reference to the consolidated financial
and fair view and are free from material misstatement, statements and the operating effectiveness of
whether due to fraud or error, which have been used such controls based on our audit.
for the purpose of preparation of the consolidated
financial statements by the Management and Directors • Evaluate the appropriateness of accounting
of the Holding Company, as aforesaid. policies used and the reasonableness of accounting
estimates and related disclosures made by the
In preparing the consolidated financial statements, Management and Board of Directors.
the respective Management and Board of Directors of • Conclude on the appropriateness of Management
the companies included in the Group are responsible and Board of Directors use of the going concern
for assessing the ability of each company to continue basis of accounting in preparation of consolidated
as a going concern, disclosing, as applicable, matters financial statements and, based on the audit
related to going concern and using the going concern evidence obtained, whether a material uncertainty
basis of accounting unless the respective Board of exists related to events or conditions that may
Directors either intends to liquidate the Company or cast significant doubt on the appropriateness of
to cease operations, or has no realistic alternative but this assumption. If we conclude that a material
to do so. uncertainty exists, we are required to draw attention
in our auditor’s report to the related disclosures in
The respective Board of Directors of the companies the consolidated financial statements or, if such
included in the Group is responsible for overseeing the disclosures are inadequate, to modify our opinion.
financial reporting process of each company. Our conclusions are based on the audit evidence
160
obtained up to the date of our auditor’s report. public disclosure about the matter or when, in
COMPANY OVERVIEW
However, future events or conditions may cause extremely rare circumstances, we determine that a
the Group to cease to continue as a going concern. matter should not be communicated in our report
because the adverse consequences of doing so
• Evaluate the overall presentation, structure and
would reasonably be expected to outweigh the
content of the consolidated financial statements,
public interest benefits of such communication.
including the disclosures, and whether the
consolidated financial statements represent the
Other Matters
underlying transactions and events in a manner
We did not audit the financial statements of five
that achieves fair presentation.
subsidiaries, whose financial statements reflect total
assets of Rs. 4,394.09 lakhs as at 31 March 2020, total
• Obtain sufficient appropriate audit evidence
STATUTORY REPORTS
revenues of Rs. 5,609.64 lakhs and net cash flows
regarding the financial information of such
amounting to Rs. 1,114.76 lakhs for the year ended on
entities or business activities within the Group to
that date, as considered in the consolidated financial
express an opinion on the consolidated financial
statements. These financial statements have been
statements. We are responsible for the direction,
audited by other auditors whose reports have been
supervision and performance of the audit of
furnished to us by the Management and our opinion
financial information of such entities included in
on the consolidated financial statements, in so far as
the consolidated financial statements of which we
it relates to the amounts and disclosures included in
are the independent auditors. For the other entities
respect of these subsidiaries, and our report in terms of
included in the consolidated financial statements,
sub-section (3) of Section 143 of the Act, in so far as it
which have been audited by other auditors, such
relates to the aforesaid subsidiaries is based solely on
other auditors remain responsible for the direction,
the audit reports of the other auditors.
supervision and performance of the audits carried
out by them. We remain solely responsible for our
Certain of these subsidiaries are located outside
audit opinion. Our responsibilities in this regard are
India whose financial statements and other financial
further described in para (a) of the section titled
information have been prepared in accordance with
‘Other Matters’ in this audit report.
accounting principles generally accepted in their
respective countries and which have been audited
We believe that the audit evidence obtained by us
by other auditors under generally accepted auditing
along with the consideration of audit reports of the
standards applicable in their respective countries. The
other auditors referred to in sub-paragraph (a) of
Company’s management has converted the financial
the Other Matters paragraph below, is sufficient
statements of such subsidiaries located outside India
and appropriate to provide a basis for our audit
from accounting principles generally accepted in their
opinion on the consolidated financial statements.
respective countries to accounting principles generally

We communicate with those charged with accepted in India. We have audited these conversion
governance of the Holding Company and such adjustments made by the Company’s management.
other entity included in the consolidated financial Our opinion in so far as it relates to the balances
statements of which we are the independent and affairs of such subsidiaries located outside India
auditors regarding, among other matters, the is based on the report of other auditors and the
planned scope and timing of the audit and significant conversion adjustments prepared by the management
audit findings, including any significant deficiencies of the Company and audited by us.
in internal control that we identify during our audit.
Our opinion on the consolidated financial statements,
We also provide those charged with governance with and our report on Other Legal and Regulatory
a statement that we have complied with relevant Requirements below, is not modified in respect of the
ethical requirements regarding independence, and above matters with respect to our reliance on the work
to communicate with them all relationships and done and the reports of the other auditors and the
other matters that may reasonably be thought to financial statements/financial information certified by
bear on our independence, and where applicable, the Management.
related safeguards.
Report on Other Legal and Regulatory

From the matters communicated with those Requirements
charged with governance, we determine those A. As required by Section 143(3) of the Act, based on
matters that were of most significance in the our audit and on the consideration of reports of
audit of the consolidated financial statements the other auditors on separate financial statements
of the current period and are therefore the key of such subsidiaries as were audited by other
audit matters. We describe these matters in our auditors, as noted in the ‘Other Matters’ paragraph,
auditors’ report unless law or regulation precludes we report, to the extent applicable, that:
161
a)
We have sought and obtained all the i. The consolidated financial statements
information and explanations which to the disclose the impact of pending litigations as at
best of our knowledge and belief were 31 March 2020 on the consolidated financial
necessary for the purposes of our audit of the position of the Group. Refer Note 35 to the
aforesaid consolidated financial statements. consolidated financial statements.
b)
In our opinion, proper books of account as ii.
The Group did not have any material
required by law relating to preparation of the foreseeable losses on long-term contracts
aforesaid consolidated financial statements including derivative contracts during the year
have been kept so far as it appears from our ended 31 March 2020.
examination of those books and the reports of
the other auditors. iii. There are no amounts which are required to
betransferredtotheInvestorEducationandProtection
c)
The Consolidated Balance Sheet, the Fund by the Holding Company or its subsidiary
Consolidated Statement of Profit and Loss companyincorporatedinIndiaduringtheyearended
(including other comprehensive income 31 March 2020.
(loss)), the Consolidated Statement of
Changes in Equity and the Consolidated iv. The disclosures in the consolidated financial
Statement of Cash Flows dealt with by this statements regarding holdings as well as
Report are in agreement with the relevant dealings in specified bank notes during
books of account maintained for the purpose the period from 8 November 2016 to 30
of preparation of the consolidated financial December 2016 have not been made in the
statements. consolidated financial statements since they
do not pertain to the financial year ended 31
d)
In our opinion, the aforesaid consolidated March 2020.
financial statements comply with the Ind AS
specified under section 133 of the Act. C. With respect to the matter to be included in the
Auditor’s report under section 197(16):
e)
On the basis of the written representations
received from the directors of the Holding In our opinion and according to the information and
Company as on 31 March 2020 taken on explanations given to us and based on the reports of
record by the Board of Directors of the the statutory auditors of such subsidiary company
Holding Company and the reports of the incorporated in India which were not audited by us,
statutory auditors of its subsidiary company the remuneration paid during the current year by
incorporated in India, none of the directors of the Holding Company and its subsidiary company
the Group companies incorporated in India is to its directors is in accordance with the provisions
disqualified as on 31 March 2020 from being of Section 197 of the Act. The remuneration paid
appointed as a director in terms of Section to any director by the Holding Company and its
164(2) of the Act. subsidiary company is not in excess of the limit laid
down under Section 197 of the Act. The Ministry of
f) With respect to the adequacy of the internal Corporate Affairs has not prescribed other details
financial controls with reference to financial under Section 197(16) which are required to be
statements of the Holding Company and its commented upon by us.
subsidiary company incorporated in India and
the operating effectiveness of such controls, For B S R & Associates LLP
refer to our separate Report in “Annexure A”.
Chartered Accountants
Firm's Registration No.
B. With respect to the other matters to be included in
116231W/W-100024
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditor’s) Rules, 2014,
in our opinion and to the best of our information Rakesh Dewan
and according to the explanations given to us and Partner
based on the consideration of the reports of the
other auditors on separate financial statements of
the subsidiaries, as noted in the ‘Other Matters’ Place: Gurugram Membership No. 092212
paragraph: Date: 26 May 2020 UDIN: 20092212AAAABN8911
162
Annexure A
COMPANY OVERVIEW
to the Independent Auditors’ report on the consolidated financial statements of Newgen Software Technologies
Limited for the year ended 31 March 2020
Report on the internal financial controls with reference to the the design and operating effectiveness of the internal controls
aforesaid consolidated financial statements under Clause (i) based on the assessed risk. The procedures selected depend
of Sub-section 3 of Section 143 of the Companies Act, 2013 on the auditor’s judgement, including the assessment of the
(Referred to in paragraph (A)(f) under ‘Report on Other Legal and risks of material misstatement of the consolidated financial
Regulatory Requirements’ section of our report of even date) statements, whether due to fraud or error.
Opinion We believe that the audit evidence we have obtained and the
In conjunction with our audit of the consolidated financial audit evidence obtained by the other auditors of the relevant
statements of Newgen Software Technologies Limited subsidiary company in terms of their reports referred to in the
STATUTORY REPORTS
(hereinafter referred to as “the Holding Company”) as of and Other Matters paragraph below, is sufficient and appropriate
for the year ended 31 March 2020, we have audited the internal to provide a basis for our audit opinion on the internal financial
financial controls with reference to consolidated financial controls with reference to consolidated financial statements.
statements of the Holding Company and such company
Meaning of Internal Financial controls with
incorporated in India under the Companies Act, 2013 which is
Reference to Consolidated Financial Statements
its subsidiary company, as of that date.
A company’s internal financial controls with reference to
In our opinion, the Holding Company and such company consolidated financial statements is a process designed to provide
incorporated in India which is its subsidiary company, have, reasonable assurance regarding the reliability of financial reporting
in all material respects, adequate internal financial controls and the preparation of financial statements for external purposes
with reference to consolidated financial statements and in accordance with generally accepted accounting principles. A
such internal financial controls were operating effectively company’s internal financial controls with reference to consolidated
as at 31 March 2020, based on the internal financial controls financial statements includes those policies and procedures that
with reference to consolidated financial statements criteria (1) pertain to the maintenance of records that, in reasonable detail,
established by such companies considering the essential accurately and fairly reflect the transactions and dispositions of
components of such internal controls stated in the Guidance the assets of the company; (2) provide reasonable assurance that
Note on Audit of Internal Financial Controls Over Financial transactions are recorded as necessary to permit preparation
Reporting issued by the Institute of Chartered Accountants of of financial statements in accordance with generally accepted
India (the “Guidance Note”). accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorisations
Management’s Responsibility for Internal
of management and directors of the company; and (3) provide
Financial Controls
reasonable assurance regarding prevention or timely detection
The respective Company’s management and the Board of Directors
of unauthorised acquisition, use, or disposition of the company’s
are responsible for establishing and maintaining internal financial
assets that could have a material effect on the financial statements.
controls with reference to consolidated financial statements based
on the criteria established by the respective Company considering
Inherent Limitations of Internal Financial
the essential components of internal control stated in the Guidance
controls with Reference to consolidated
Note. These responsibilities include the design, implementation
Financial Statements
and maintenance of adequate internal financial controls that
Because of the inherent limitations of internal financial
were operating effectively for ensuring the orderly and efficient
controls with reference to consolidated financial statements,
conduct of its business, including adherence to the respective
including the possibility of collusion or improper management
company’s policies, the safeguarding of its assets, the prevention
override of controls, material misstatements due to error or
and detection of frauds and errors, the accuracy and completeness
fraud may occur and not be detected. Also, projections of any
of the accounting records, and the timely preparation of reliable
evaluation of the internal financial controls with reference to
financial information, as required under the Companies Act, 2013
consolidated financial statements to future periods are subject
(hereinafter referred to as “the Act”).
to the risk that the internal financial controls with reference
Auditors’ Responsibility to consolidated financial statements may become inadequate
Our responsibility is to express an opinion on the internal because of changes in conditions, or that the degree of
financial controls with reference to consolidated financial compliance with the policies or procedures may deteriorate.
statements based on our audit. We conducted our audit in
accordance with the Guidance Note and the Standards on Other Matters
Auditing, prescribed under section 143(10) of the Act, to the Our aforesaid reports under Section 143(3)(i) of the Act on the
extent applicable to an audit of internal financial controls adequacy and operating effectiveness of the internal financial
with reference to consolidated financial statements. Those controls with reference to consolidated financial statements
Standards and the Guidance Note require that we comply insofar as it relates to one subsidiary company, which is a company
with ethical requirements and plan and perform the audit to incorporated in India, is based on the corresponding report of the
obtain reasonable assurance about whether adequate internal auditors of such company incorporated in India.
financial controls with reference to consolidated financial
statements were established and maintained and if such For B S R & Associates LLP
controls operated effectively in all material respects.
Chartered Accountants
Our audit involves performing procedures to obtain audit Firm's Registration No.
evidence about the adequacy of the internal financial controls 116231W/W-100024
with reference to consolidated financial statements and their
operating effectiveness. Our audit of internal financial controls Rakesh Dewan
with reference to consolidated financial statements included
Partner
obtaining an understanding of internal financial controls with
Place: Gurugram Membership No. 092212
reference to consolidated financial statements, assessing the
Date: 26 May 2020 UDIN: 20092212AAAABN8911
risk that a material weakness exists, and testing and evaluating
163
Consolidated Balance Sheet

as at 31 March 2020
Note As at As at
31 March 2020 31 March 2019
ASSETS
Non-current assets
Property, plant and equipment 4 6,641.33 6,763.48
Capital work-in-progress 4 9,072.62 8,321.36
Right-of-use assets 18 6,252.30 -
Intangible assets 5 139.56 130.55
Financial assets
Loans 6 437.76 362.45
Other financial assets 7 358.29 323.18
Deferred tax assets (net) 32 2,265.97 1,784.06
Income tax assets (net) 8 1,581.18 996.52
Other non-current assets 9 91.20 144.65
Total non-current assets 26,840.21 18,826.25
Current assets
Financial assets
Investments 10 7,610.67 5,165.86
Trade receivables 11 26,939.67 25,268.91
Cash and cash equivalents 12 10,011.04 15,775.13
Other bank balances 12A 6,516.11 2,139.40
Loans 13 132.18 44.63
Other financial assets 14 8,260.42 6,275.55
Other current assets 15 797.35 764.69
Total current assets 60,267.44 55,434.17
TOTAL ASSETS 87,107.65 74,260.42
EQUITY AND LIABILITIES
Equity
Share capital 16 6,908.98 6,845.76
Other equity 17
Others (including items of other comprehensive income) 2,814.58 2,606.26
Total equity attributable to the owners of the Company 54,906.64 49,670.66
Non-current liabilities
Lease liabilities 18 2,296.15 1,028.56
Deferred tax Liability 32 17.39 11.01
Provisions 19 2,332.36 1,929.02
Total non-current liabilities 4,645.90 2,968.59
Current liabilities
Lease liabilities 18 1,334.14 291.59
Borrowings 20 7,453.21 6,772.64
Trade payables 21 2,750.76 2,160.57
Other financial liabilities 22 4,119.73 3,589.14
Deferred income 23 10,090.39 6,795.27
Other current liabilities 24 1,305.60 1,579.39
Provisions 25 501.28 432.57
Total current liabilities 27,555.11 21,621.17
TOTAL EQUITY AND LIABILITIES 87,107.65 74,260.42
The accompanying notes are an integral part of the Consolidated Financial Statements
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Consolidated Statement of Profit and Loss
COMPANY OVERVIEW
Note For the year ended For the year ended

31 March 2020 31 March 2019
Income
Revenue from operations 26 66,075.62 62,064.15
Other income 27 2,096.29 2,037.97
Total income 68,171.91 64,102.12
Expenses
STATUTORY REPORTS
Employee benefits expense 28 34,239.46 28,798.73
Finance costs 29 1,091.21 853.87
Depreciation and amortisation expense 30 1,991.11 597.99
Other expenses 31 21,375.96 20,493.34
Total expenses 58,697.74 50,743.93
Tax expense 32
Current tax 2,651.04 2,993.99
Deferred tax (credit)/ charge (450.33) 143.31
Income tax expense 2,200.71 3,137.30
Other comprehensive income / (loss)
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit liability (asset) (106.35) (84.78)
Income tax relating to items that will not be reclassified to profit or loss 37.16 29.63
Net other comprehensive (loss) not to be reclassified (69.19) (55.15)
Items that will be reclassified subsequently to profit or loss
Debt instruments through other comprehensive income - 5.72 (2.14)
net change in fair value
Income tax relating to items that will be reclassified to (2.00) 0.75
profit or loss
Exchange differences on translation of foreign operations 307.17 84.37
Net other comprehensive income to be reclassified 310.89 82.98
Other comprehensive income for the year, net of income tax 241.70 27.83
Profit attributable to:
Other comprehensive income attributable to:
Owners of the Company 241.70 27.83
Other comprehensive income for the year 241.70 27.83
Total comprehensive income attributable to:
Earnings per equity share 33
Nominal value of share INR 10 (31 March 2019: INR 10)
Basic earning per share (INR) 10.56 15.01
Diluted earning per share (INR) 10.51 14.74
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165
a. Share capital
166
Particulars Equity share capital Total share captial
Number Amount Amount
Less: Shares held by Newgen ESOP Trust 1,128,091 112.81 112.81
Less: Shares held by Newgen ESOP Trust 865,888 86.59 86.59
Consolidated
b. Other equity*
Particulars Securities Retained Others Items of Other comprehensive income Total

premium earnings Capital General Capital Newgen Share options Foreign currency Remeasurement Debt attributable
redemption reserve reserve ESOP outstanding translation reserve of defined benefit instruments to owners
reserve Trust reserve liability through OCI of the
reserve Group
Balance as at 1 April 2018 9,681.50 22,055.71 87.95 1,731.39 0.21 231.65 391.88 (4.34) 28.05 14.87 34,218.87
Total comprehensive income for the
year ended 31 March 2019
Profit for the year - 10,220.89 - - - - - - - - 10,220.89
Foreign currency translation reserve - - - - - - - 84.37 - - 84.37
Other comprehensive income/(loss) - - - - - - - - (55.15) (1.39) (56.54)

(net of tax)
Securities premium on issue of shares 185.50 - - - - - - - - - 185.50
Addition to Newgen ESOP Trust - - - - - 26.13 - - - - 26.13
reserve
Dividend on equity shares - (1,384.71) - - - - - - - - (1,384.71)
Dividend distribution tax on dividend - (284.63) - - - - - - - - (284.63)
on equity shares
Employee stock compensation - - - - - - 178.25 - - - 178.25
expense
Loss of debt instrument transferred to - - - - - - - - - 3.32 3.32
statement of profit & loss
Transferred to securities premium 110.93 - - - - - (110.93) - - - -
Balance as at 31 March 2019 9,977.93 30,607.26 87.95 1,731.39 0.21 257.78 459.20 80.03 (27.10) 16.80 43,191.45
Less: Securities premium on shares (366.55) - - - - - - - - - (366.55)
Balance as at 1 April 2019 9,977.93 30,607.26 87.95 1,731.39 0.21 257.78 459.20 80.03 (27.10) 16.80 43,191.45
Transition impact of Ind AS 116- Leases, (250.56) (250.56)
net of taxes (refer note 18)
Statement of Changes in Equity
Restated balance as at 1 April 2019 9,977.93 30,356.70 87.95 1,731.39 0.21 257.78 459.20 80.03 (27.10) 16.80 42,940.89
Particulars Securities Retained Others Items of Other comprehensive income Total
premium earnings Capital General Capital Newgen Share options Foreign currency Remeasurement Debt attributable
redemption reserve reserve ESOP outstanding translation reserve of defined benefit instruments to owners
reserve Trust reserve liability through OCI of the
reserve Group
Profit for the year - 7,273.46 - - - - - - - - 7,273.46
Other comprehensive income/(loss) - - - - - - - 307.17 (69.18) 3.72 241.71
(net of tax)
Securities premium on issue of shares 196.10 - - - - - - - - - 196.10
Transactions with owners, recorded - - - - - - - - -
directly in equity
Addition to Newgen ESOP Trust reserve - - - - - 39.69 - - - - 39.69
Contributions by and distributions to - - - - - - - - -
owners
Dividend on equity shares - (2,087.57) - - - - - - - - (2,087.57)
Dividend distribution tax on dividend - (429.11) - - - - - - - - (429.11)

on equity shares
Employee stock compensation expense - - - - - - 87.03 - - - 87.03
(Gain) of debt instrument transferred - - - - - - - - - (19.63) (19.63)
to statement of profit & loss
Transferred to securities premium 140.48 - - - - - (140.48) - - - -
Less: Securities premium on shares 244.91 - - - - - - - - - 244.91
* Refer Note 17
Summary of significant accounting policies Note 3
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FINANCIAL STATEMENTS STATUTORY REPORTS COMPANY OVERVIEW

Consolidated Statement of Cash Flows


31 March 2020 31 March 2019
A. Cash flows from operating activities
Net profit before tax 9,474.17 13,358.19
Adjustments for:
(Profit) / Loss on sale of property, plant and equipment (1.10) 3.89
Liabilities/ provision no longer required written back (169.22) (148.19)
Unrealised foreign exchange gain (368.45) (92.08)
Fair value changes of financial assets at FVTPL (173.01) (245.75)
Loss on sale of bonds at FVTOCI 7.07 5.07
Loss on sale of mutual funds (net) at FVTPL 6.85 -
Interest income on security deposits at amortised cost (40.09) (28.60)
Interest income from government and other bonds (148.11) (127.46)
at FVTOCI
Interest income from bank deposits (804.51) (745.14)
Operating cash flow before working capital changes 13,115.65 15,305.47
Increase in trade receivables (2,752.31) (4,478.37)
Decrease / (increase) in loans (108.73) 236.23
Increase in other financial assets (1,773.63) (769.54)
Decrease in other assets 43.46 13.70
Increase in provisions 353.49 326.05
Increase in other financial liabilities 167.22 303.34
Increase in other liabilities 2,742.66 2,009.87
Increase/(decrease) in trade payables 435.37 (161.38)
Cash generated from operations 12,223.18 12,785.38
Income taxes paid (net) (3,217.85) (2,564.78)
Net cash generated from operating activities (A) 9,005.33 10,220.60
B. Cash flows from investing activities

Acquisition or construction of property, plant and equipment (4,379.06) (7,191.38)
including intangible assets, capital work-in-progress and
capital advances
Proceeds from sale of property, plant and equipment 2.79 16.48
Purchase of mutual funds and bonds (4,742.85) -
Proceeds from sale of mutual funds and bonds 2,467.46 98.08
Interest received from bonds 168.30 74.65
Interest received from bank deposits 502.06 627.63
Investment in bank deposits (net of maturity) (4,415.10) (2,160.85)
Net cash used in investing activities (B) (10,396.40) (8,535.38)
168
COMPANY OVERVIEW
31 March 2020 31 March 2019
C. Cash flows from financing activities
Proceeds from short-term borrowings (net) 454.03 1,856.00
Repayment of lease liability (2,442.88) (298.76)
STATUTORY REPORTS
Proceeds from issue of equity shares under ESOP scheme 380.97 361.30
Dividend paid (including dividend distribution tax) (2,516.68) (1,667.57)
Interest expense on packing credit (635.26) (788.90)
Gain on transfer of equity shares by Newgen ESOP trust 39.69 26.13
Net cash used in financing activities (C) (4,720.13) (511.81)
The accompanying notes are an integral part of the (6,111.20) 1,173.41
Cash and cash equivalents at the beginning of the year 15,775.13 14,548.34
Effect of exchange differences on translation of foreign currency 347.11 53.38
cash and cash equivalents
Cash and cash equivalents at the end of the year 10,011.04 15,775.13
Components of cash and cash equivalents: (refer note 12)
Cash in hand 4.51 5.67
The accompanying notes are an integral part of the
- in current accounts 6,006.53 6,367.50
- balances with scheduled banks in deposit accounts with 4,000.00 9,401.96
original maturity of less than 3 months
10,011.04 15,775.13
Notes:
1. The cash flow statement has been prepared under the indirect method as set out in the Ind AS 7 “Statement of Cash Flows”
116231W / W-100024
UDIN: 20092212AAAABN8911 DIN: 00263222
169
Notes
to the Consolidated Financial Statements for the year ended 31 March 2020
1 I Background Name of Subsidiaries Country of Effective

Newgen Software Technologies Limited (‘Newgen’ Incorporation Shareholding
or ‘the Company’ or “the holding company”) and (%)
its subsidiaries (the Holding company and its Newgen Software Inc. U.S.A 100
subsidiaries together referred to as “the group”) Newgen Software Canada 100
is a public company domiciled and incorporated Technologies Canada,
under the provisions of the Companies Act Limited
applicable in India. The registered office of the Newgen Software Australia 100
Company is situated at A-6, Satsang Vihar Marg, Technologies Pty
Qutab Institutional Area, New Delhi - 110067. The Limited.
Company raised money by way of initial public Newgen Software Singapore 100
offer during the year ended 31 March 2018 and its Technologies PTE,
shares were listed on the National Stock Exchange Limited
(NSE) and Bombay Stock Exchange (BSE) of India. Newgen Software United 100
Technologies (UK) Kingdom
The Company is a global software Company and Limited
is engaged in the business of software product Newgen Computers India 100
development including designing and delivering Technologies Limited
end-to-end software solutions covering the entire
The consolidated financial statements have been
spectrum of software services from workflow
prepared on the following basis:
automation to Document management to
imaging. Newgen provides a complete range of The financial statements of the Holding Company
software that helps automate business processes. and its subsidiary companies are combined on a
Newgen’s solutions enable document intensive line-by-line basis by adding the book values of like
organizations/ industries such as Finance and items of assets, liabilities, income and expenses
Banking, Insurance and government departments after eliminating intra-group balances/transactions
to improve productivity through better document and unrealized profits in full in accordance with Ind
management and workflow implementation. AS 110 – “Consolidated Financial Statements”. The
amounts shown in respect of reserves comprise
2 I Basis of Preparation
the amount of the relevant reserves as per the
A. Statement of compliance
balance sheet of the parent company and its share
The consolidated financial statements have been
in the post-acquisition increase/decrease in the
prepared in accordance with Indian Accounting
reserves of the consolidated entities.
Standards (“Ind AS”) notified under the Companies
(Indian Accounting Standards) Rules, 2015 and The excess/deficit of cost to the parent company
Companies (Indian Accounting Standards) of its investment over its portion of net worth in
Amendment Rules, 2016. The consolidated financial the consolidated entities at the respective dates
statements for the year ended 31 March 2018 were on which investment in such entities was made is
the first financial statements that the Group had recognized in the consolidated financial statements
prepared in accordance with Ind AS. as goodwill/capital reserve. The parent company’s
portion of net worth in such entities is determined
The consolidated financial statements were on the basis of book values of assets and liabilities as
authorised for issue by the Company’s Board of per the financial statements of the entities as on the
Directors on 26 May 2020. date of investment and if not available, the financial
statements for the immediately preceding period
Details of the Group’s accounting policies are
adjusted for the effects of significant changes.
included in Note 3.
The financial statements of the foreign non integral
B. Basis of Consolidation subsidiaries (collectively referred to as the ‘foreign
The Consolidated financial statements have been non integral operations’) are translated into Indian
prepared in accordance with Ind AS notified under rupees as follows:-
the Companies (Indian Accounting standards)
Rules, 2015 and Companies (Indian Accounting i.
Share capital and opening reserves and
Standards) Amendment Rules, 2016. surplus are carried at historical cost.
170
Notes
COMPANY OVERVIEW
ii. All assets and liabilities, both monetary and implementation services: percentage of
non-monetary, (excluding share capital, completion method to estimate the efforts or
opening reserves and surplus) are translated costs expended to date as a proportion of the
using the year-end rates. total efforts or costs to be expended.
iii. Profit and loss items are translated at the • Note 3(l) and Note 18 – determination of lease
respective weighted average rates or the term;
STATUTORY REPORTS
exchange rate that approximates the actual
Assumptions and estimation uncertainties
exchange rate on date of specific transactions.
Information about assumptions and estimation
iv.
The resulting net exchange difference is uncertainties that have a significant risk of resulting
credited or debited to the foreign currency in a material adjustment in the year ending 31
translation reserve. March 2020 is included in the following notes:
C. Functional and presentation currency • Note 3(c)(iii) –Estimation of Useful lives of
These financial statements are presented in Indian intangible assets and Property, plant and
Rupees (INR), which is also the Company’s functional equipment
currency. All amounts have been rounded-off to the
nearest lakhs, unless otherwise indicated. • Note 28 – Measurement of defined benefit
obligations: key actuarial assumptions;
D. Basis of measurement • Note 32 – Recognition of deferred tax assets:
The financial statements have been prepared on the availability of future taxable profit against
historical cost basis except for the following items: which tax losses carried forward can be used;
Items Measurement basis
• Note 34 –Fair value of share based payments
Certain financial Fair value
assets and liabilities • Note 43(a) – Impairment of trade receivables
Net defined benefit Fair value of plan assets less and financial assets.
(asset)/ liability present value of defined
benefit obligations • Note 18 – Recognition of right of use asset and
lease liability
E. Use of estimates and judgments
The preparation of financial statements in F. Current and non-current classification
conformity with Ind AS requires management to The Group presents assets and liabilities in the
make judgments, estimates and assumptions that balance sheet based on current / non-current
affect the application of accounting policies and classification.
the reported amounts of assets, liabilities, income An asset is classified as current when it satisfies
and expenses and the accompanying disclosures.
Uncertainty about the assumptions and estimates
could result in outcomes that may require material - it is expected to be realized in, or is intended
adjustment to the carrying value of assets or for sale or consumption in, the Group’s normal
liabilities affected in future periods. operating cycle.

Estimates and underlying assumptions are - it is held primarily for the purpose of being
reviewed on an ongoing basis. Revisions to traded;
accounting estimates are recognized in the period - it is expected to be realized within 12 months
in which the estimates are revised and in any future after the reporting date; or
periods affected.
-
it is cash or cash equivalent unless it is
Judgments restricted from being exchanged or used to
Information about judgments made in applying settle a liability for at least 12 months after the
accounting policies that have the most significant reporting date.
effects on the amounts recognised in the financial A liability is classified as current when it satisfies
statements is included in the following notes: any of the following criteria:
• Note 3(i) and Note 26 – revenue recognition -
it is expected to be settled in the Group’s
from fixed price contracts of software normal operating cycle;
171
Notes
-
it is held primarily for the purpose of being • Level 2: inputs other than quoted prices
traded; included in Level 1 that are observable for the
asset or liability, either directly (i.e. as prices)
-
it is due to be settled within 12 months after
or indirectly (i.e. derived from prices).
the reporting date; or
• Level 3: inputs for the asset or liability that
-
the Group does not have an unconditional
are not based on observable market data
right to defer settlement of the liability for at
(Unobservable inputs).
least 12 months after the reporting date. Terms
of a liability that could, at the option of the
When measuring the fair value of an asset or a liability,
counterparty, result in its settlement by the
the Group uses observable market data as far as
issue of equity instruments do not affect its
possible. If the inputs used to measure the fair value
classification.
of an asset or a liability fall into different levels of the
Current assets/liabilities include current portion of fair value hierarchy, then the fair value measurement
non-current financial assets/liabilities respectively. is categorised in its entirety in the same level of the
All other assets/ liabilities are classified as non- fair value hierarchy as the lowest level input that is
current. Deferred tax assets and liabilities (if any) significant to the entire measurement.
are classified as non-current assets and liabilities.
The Group recognises transfers between levels of
Operating cycle the fair value hierarchy at the end of the reporting
Based on the nature of the operations and the time period during which the change has occurred.
between the acquisition of assets for processing
Further information about the assumptions made
and their realization in cash or cash equivalents,
in measuring fair values is included in the following
the Group has ascertained its operating cycle as
notes:
twelve months for the purpose of current/non-
current classification of assets and liabilities. Note 34 – Share-based payment arrangements; and
G. Measurement of fair values Note 43 – Financial instruments.

A number of the Group’s accounting policies and
disclosures require the measurement of fair values, 3 I Significant Accounting Policies
for both financial and non-financial assets and a. Foreign currency
liabilities. The Group has an established control i. Functional currency
framework with respect to the measurement The Group financial statements are presented in
of fair values. The finance team has overall INR, which is also the Group’s functional currency.
responsibility for overseeing all significant fair
value measurements, including Level 3 fair ii. Foreign currency transactions
values, and reports directly to the chief financial Transactions in foreign currencies are
officer. The Group regularly reviews significant translated into INR, the functional currency of
unobservable inputs and valuation adjustments. the Group, at the exchange rates at the dates
If third party information, such as broker quotes of the transactions or an average rate if the
or pricing services, is used to measure fair values, average rate approximates the actual rate at
then the Group assesses the evidence obtained the date of the transaction.
from the third parties to support the conclusion
Monetary assets and liabilities denominated
that these valuations meet the requirements of Ind
in foreign currencies are translated into the
AS, including the level in the fair value hierarchy in
functional currency at the exchange rate at
which the valuations should be classified.
the reporting date. Non-monetary assets
Significant valuation issues are reported to the and liabilities that are measured at fair value
Group’s audit committee. in a foreign currency are translated into the
functional currency at the exchange rate when
Fair values are categorised into different levels in a
the fair value was determined. Non-monetary
fair value hierarchy based on the inputs used in the
assets and liabilities that are measured based
valuation techniques as follows.
on historical cost in a foreign currency are
• Level 1: quoted prices (unadjusted) in active translated at the exchange rate at the date of
markets for identical assets or liabilities. the transaction.
172
Notes
COMPANY OVERVIEW
b. Financial instruments • the contractual terms of the financial

i. Recognition and initial measurement asset give rise on specified dates to
Trade receivables and debt securities cash flows that are solely payments of
issued are initially recognised when they principal and interest on the principal
are originated. All other financial assets and amount outstanding.
financial liabilities are initially recognised when
STATUTORY REPORTS
the Group becomes a party to the contractual All financial assets not classified as measured
provisions of the instrument. at amortised cost or FVOCI as described above
are measured at FVTPL. On initial recognition,
A financial asset or financial liability is initially the Group may irrevocably designate a financial
measured at fair value plus, for an item not asset that otherwise meets the requirements to
at fair value through profit and loss (FVTPL), be measured at amortised cost or at FVOCI as
transaction costs that are directly attributable at FVTPL if doing so eliminates or significantly
to its acquisition or issue. reduces an accounting mismatch that would
otherwise arise.
ii. Classification and subsequent measurement
Financial assets: Financial assets: Business model assessment
On initial recognition, a financial asset is The Group makes an assessment of the
classified as measured at objective of the business model in which
a financial asset is held at a portfolio level
- Amortised cost; because this best reflects the way the business
- Fair value through Other Comprehensive is managed and information is provided to
Income (FVOCI) – debt investment; management, for instance the stated policies
and objectives for the portfolio, frequency,
- Fair Value through Other Comprehensive volume and timing of sales of financial assets
Income (FVOCI) – equity investment; or in prior periods, the reasons for such sales and
- FVTPL expectations about future sales activity.
Financial assets are not reclassified subsequent Transfers of financial assets to third parties
to their initial recognition, except if and in the in transactions that do not qualify for de-
period the Group changes its business model recognition are not considered sales for
for managing financial assets. this purpose, consistent with the Group’s
continuing recognition of the assets.
A financial asset is measured at amortised cost
Financial assets that are held for trading or are
if it meets both of the following conditions
managed and whose performance is evaluated
and is not designated as FVTPL:
on a fair value basis are measured at FVTPL.
• the asset is held within a business model Financial assets: Assessment whether
whose objective is to hold assets to contractual cash flows are solely payments of
collect contractual cash flows; and principal and Interest.
• the contractual terms of the financial
For the purposes of this assessment, ‘principal’
asset give rise on specified dates to
is defined as the fair value of the financial asset
cash flows that are solely payments of
on initial recognition. ‘Interest’ is defined as
principal and interest on the principal
consideration for the time value of money and
amount outstanding.
for the credit risk associated with the principal
amount outstanding during a particular period
A debt investment is measured at FVOCI if it
of time and for other basic lending risks and
meets both of the following conditions and is
costs (e.g. liquidity risk and administrative
not designated as FVTPL:
costs), as well as a profit margin.
• the asset is held within a business model
whose objective is achieved by both In assessing whether the contractual cash
collecting contractual cash flows and flows are solely payments of principal and
selling financial assets; and interest, the Group considers the contractual
173
Notes
terms of the instrument. This includes recognised in OCI and are not reclassified to
assessing whether the financial asset contains profit or loss.
a contractual term that could change the
timing or amount of contractual cash flows Financial liabilities: Classification, subsequent
such that it would not meet this condition. In measurement and gains and losses
making this assessment, the Group considers: Financial liabilities are classified as measured
at amortised cost or FVTPL. A financial liability
• contingent events that would change the
is classified as at FVTPL if it is classified as
amount or timing of cash flows;
held-for-trading, or it is a derivative or it is
• terms that may adjust the contractual designated as such on initial recognition.
coupon rate, including variable interest Financial liabilities at FVTPL are measured at
rate features; fair value and net gains and losses, including
any interest expense, are recognised in profit or
• prepayment and extension features; and
loss. Other financial liabilities are subsequently
Basis the above classification criteria, Group’s measured at amortised cost using the effective
investments are classified as below:- interest method. Interest expense and foreign
exchange gains and losses are recognised in
-
Investments in government and other
profit or loss. Any gain or loss on de-recognition
bonds have been classified as FVOCI.
is also recognised in profit or loss.
- Investments in Mutual funds have been
classified as FVTPL. iii. De-recognition
Financial assets
Financial assets: Subsequent measurement
The Group de-recognises a financial asset
and gains and losses
when the contractual rights to the cash flows
Financial assets at FVTPL from the financial asset expire, or it transfers
These assets are subsequently measured at the rights to receive the contractual cash flows
fair value. Net gains and losses, including any in a transaction in which substantially all of the
interest or dividend income, are recognised in risks and rewards of ownership of the financial
profit or loss. asset are transferred or in which the Group
neither transfers nor retains substantially all of
Financial assets at amortised cost the risks and rewards of ownership and does
These assets are subsequently measured at not retain control of the financial asset.
amortised cost using the effective interest
method. The amortised cost is reduced by If the Group enters into transactions whereby
impairment losses. Interest income, foreign it transfers assets recognised on its balance
exchange gains and losses and impairment are sheet, but retains either all or substantially all of
recognised in profit or loss. Any gain or loss on the risks and rewards of the transferred assets,
de-recognition is recognised in profit or loss. the transferred assets are not de-recognised.
Debt investments at FVOCI Financial liabilities

These assets are subsequently measured at fair The Group de-recognises a financial
value. Interest income under the effective interest liability when its contractual obligations are
method, foreign exchange gains and losses and discharged or cancelled, or expire.
impairment are recognised in profit or loss. Other
net gains and losses are recognised in OCI. On The Group also de-recognises a financial
de-recognition, gains and losses accumulated in liability when its terms are modified and the
OCI are reclassified to profit or loss. cash flows under the modified terms are
substantially different. In this case, a new
Equity investments at FVOCI financial liability based on the modified terms
These assets are subsequently measured at is recognised at fair value. The difference
fair value. Dividends are recognized as income between the carrying amount of the financial
in profit or loss unless the dividend clearly liability extinguished and the new financial
represents a recovery of part of the cost of liability with modified terms is recognised in
the investment. Other net gains and losses are profit or loss.
174
Notes
COMPANY OVERVIEW
iv. Offsetting ready to use before such date are disclosed under
Financial assets and financial liabilities are ‘Capital work-in-progress.
offset and the net amount presented in the
balance sheet when, and only when, the Group ii. Subsequent expenditure
currently has a legally enforceable right to set Subsequent expenditure is capitalised only if it
off the amounts and it intends either to settle is probable that the future economic benefits
STATUTORY REPORTS
them on a net basis or to realise the asset and associated with the expenditure will flow to
settle the liability simultaneously. the Group.
v. Derivatives and Embedded derivatives iii. Depreciation

Derivatives are initially measured at fair value. Depreciation is calculated on cost of items
Subsequent to initial recognition, derivatives of property, plant and equipment less their
are measured at fair value, and changes therein estimated residual values over their estimated
are generally recognised in profit or loss. useful lives using the straight-line method, and
is generally recognised in the statement of
Embedded derivatives are separated from the profit and loss. Assets acquired under finance
host contract and accounted for separately if leases are depreciated over the shorter of the
the host contract is not a financial asset and lease term and their useful lives unless it is
certain criteria are met. reasonably certain that the Group will obtain
ownership by the end of the lease term.
c. Property, plant and equipment Freehold land is not depreciated.
i. Recognition and measurement
The estimated useful lives of items of property,
Items of property, plant and equipment are
plant and equipment for the current and
measured at cost less accumulated depreciation
comparative periods are as follows:
and accumulated impairment losses, if any.
Category of Property, Estimated useful
Cost of an item of property, plant and equipment plant and equipment life (Years)
comprises its purchase price, including import Building 60
duties and non-refundable purchase taxes, after Plant and equipment 15
deducting trade discounts and rebates, any Leasehold 3
directly attributable cost of bringing the item to Improvements*
Office equipment** 10
its working condition for its intended use and
Furniture and Fixtures 10
estimated costs of dismantling and removing the Vehicles 8
item and restoring the site on which it is located. Computer hardware
servers and networks 6
The cost of a self-constructed item of property, Computers** 3-5
plant and equipment comprises the cost of
materials and direct labor, any other costs directly Depreciation method, useful lives and residual
attributable to bringing the item to working values are reviewed at each financial year-end
condition for its intended use, and estimated and adjusted if appropriate.
costs of dismantling and removing the item and Depreciation on addition (disposal) is provided
restoring the site on which it is located. on a pro-rata basis i.e. from (upto) the date on
which asset is ready for use (disposed off).
If significant parts of an item of property, plant
and equipment have different useful lives, then *Leasehold improvements are depreciated over the
they are accounted for as separate items (major period of the lease term of the respective property
components) of property, plant and equipment. or 3 years whichever is lower.
Leasehold land is amortised over the lease period of

Any gain or loss on disposal of an item of property,
90 years.
plant and equipment is recognised in Statement of
profit or loss. **Based on an internal technical assessment, the
management believes that the useful lives as
Advances paid towards the acquisition of property, given above best represents the period over which
management expects to use its assets. Hence, the
plant and equipment outstanding at each Balance useful life of plant and equipment is different from
Sheet date is classified as capital advances under the useful life as prescribed under Part C of Schedule
other non-current assets and the cost of assets not II of Companies Act, 2013.
175
Notes
d. Intangible assets The Group measures loss allowances at an

Recognition and measurement amount equal to lifetime expected credit losses.
Intangible assets that are acquired by the
Loss allowances for trade receivables are
Group are measured initially at cost. After
always measured at an amount equal to
initial recognition, an intangible asset
lifetime expected credit losses. Lifetime
is carried at its cost less accumulated
expected credit losses are the expected credit
amortisation and accumulated
losses that result from all possible default
impairment loss, if any.
events over the expected life of a financial
instrument.
Subsequent expenditure
Subsequent expenditure is capitalised
12-month expected credit losses are the
only when it increases the future portion of expected credit losses that result
economic benefits from the specific asset from default events that are possible within 12
to which it relates. months after the reporting date (or a shorter
period if the expected life of the instrument is
Amortization
less than 12 months).
Intangible assets of the Group represents
computer software and are amortized In all cases, the maximum period considered
using the straight-line method over the when estimating expected credit losses is the
estimated useful life (at present 3-4 maximum contractual period over which the
years) or the tenure of the respective Group is exposed to credit risk.
software license, whichever is lower. The The Group assumes that the credit risk on a
amortization period and the amortization financial asset has increased significantly if it
method are reviewed at least at each is more than 30 days past due.
financial year end. If the expected useful
life of the asset is significantly different The Group considers a financial asset to be in
from previous estimates, the amortization default when:
period is changed accordingly. - the borrower is unlikely to pay its credit
obligations to the Group in full, without

Gains or losses arising from de-
recognition of an intangible asset are recourse by the Group to actions such as
measured as the difference between the realising security (if any is held); or
net disposal proceeds and the carrying - the financial asset is 90 days or more past
amount of the asset and are recognized due.
in the Statement profit or loss when the
The Group considers a debt security to have
asset is derecognized.
low credit risk when its credit risk rating is
e. Impairment equivalent to ‘investment grade’ e.g. BBB or
i. Impairment of financial instruments higher as per renowned rating agencies.
The Group recognises loss allowances for
Measurement of expected credit losses
expected credit losses on:
Expected credit losses are a probability-
- financial assets measured at amortised weighted estimate of credit losses. Credit
cost; and losses are measured as the present value of
- financial assets measured at FVOCI- debt all cash shortfalls (i.e. the difference between
investments. the cash flows due to the Group in accordance
with the contract and the cash flows that the
At each reporting date, the Group assesses Group expects to receive).
whether financial assets carried at amortised
cost and debt securities at FVOCI are As a practical expedient, the Group uses a
credit-impaired. A financial asset is ‘credit- provision matrix to determine impairment loss
impaired’ when one or more events that allowance on portfolio of its trade receivables.
have a detrimental impact on the estimated The provision matrix is based on its historically
future cash flows of the financial asset have observed default rates over the expected life
occurred. of the trade receivables and is adjusted for
176
Notes
COMPANY OVERVIEW
forward looking estimates. At every reporting f. Employee benefits

date, the historical observed default rates are i. Short-term employee benefits
updated and changes in the forward looking Short-term employee benefit obligations are
estimates are analysed. measured on an undiscounted basis and are
expensed as the related service is provided. A
Presentation of allowance for expected liability is recognised for the amount expected
STATUTORY REPORTS
credit losses in the balance sheet to be paid, if the Group has a present legal
Loss allowances for financial assets measured or constructive obligation to pay this amount
at amortised cost are deducted from the gross as a result of past service provided by the
carrying amount of the assets. employee, and the amount of obligation can
be estimated reliably.
For debt securities at FVOCI, the loss
allowance is charged to profit or loss. ii. Share-based payment transactions
The grant date fair value of equity settled
Write-off share-based payment awards granted to
The gross carrying amount of a financial asset employees of the Group and subsidiaries
is written off (either partially or in full) to the of the Group is recognised as an employee
extent that there is no realistic prospect of expense and deemed investment, with a
recovery. This is generally the case when the corresponding increase in equity, over the
Group determines that the debtor does not period that the employees unconditionally
have assets or sources of income that could become entitled to the awards. The amount
generate sufficient cash flows to repay the recognised as expense/deemed investment
amounts subject to the write off. However, is based on the estimate of the number of
financial assets that are written off could still awards for which the related service and
be subject to enforcement activities in order non-market vesting conditions are expected
to comply with the Group’s procedures for to be met, such that the amount ultimately
recovery of amounts due. recognised as an expense/dement investment
is based on the number of awards that do
ii. Impairment of Non-financial assets meet the related service and non-market
The carrying amounts of assets are reviewed vesting conditions at the vesting date. For
at each reporting date if there is any indication share-based payment awards with non-
of impairment based on internal/external vesting conditions, the grant date fair value
factors. An impairment loss is recognized of the share-based payment is measured to
wherever the carrying amount of an asset (or reflect such conditions and there is no true-
cash generating unit) exceeds its recoverable up for differences between expected and
actual outcomes.
amount. The recoverable amount is the greater
of the asset’s (or cash generating units) net
iii. Defined contribution plans
selling price and value in use. In assessing
A defined contribution plan is a post-
value in use, the estimated future cash flows
employment benefit plan under which an
are discounted to their present value using
entity pays fixed contributions into a separate
a pre-tax discount rate that reflects current
entity and will have no legal or constructive
market assessments of the time value of
obligation to pay further amounts. The Group
money and risks specific to the asset (or cash
makes specified monthly contributions
generating unit).
towards Government administered provident
fund scheme. Obligations for contributions
An impairment loss is reversed if there has been
to defined contribution plans are recognized
a change in the estimates used to determine
as an employee benefit expense in profit or
the recoverable amount. An impairment loss
loss in the periods during which the related
is reversed only to the extent that the asset’s services are rendered by employees.
carrying amount does not exceed the carrying
amount that would have been determined Prepaid contributions are recognised as an
net of depreciation or amortisation, if no asset to the extent that a cash refund or a
impairment loss had been recognised reduction in future payments is available.
177
Notes
iv. Defined benefit plans long-term employee benefit. The Group records
A defined benefit plan is a post-employment an obligation for such compensated absences
benefit plan other than a defined contribution in the period in which the employee renders
plan. The Group’s gratuity scheme is a the services that increase this entitlement.
defined benefit plan. The present value of The obligation is measured on the basis of
obligations under such defined benefit plans independent actuarial valuation using the
are determined based on actuarial valuation projected unit credit method. Re measurements
carried out by an independent actuary using as a result of experience adjustments and
the Projected Unit Credit Method, which changes in actuarial assumptions are recognized
recognizes each period of service as giving in the profit or loss.
rise to an additional unit of employee benefit
entitlement and measures each unit separately g. Provisions (other than for employee
to build up the final obligation. benefits)
A provision is recognised if, as a result of a past
The obligation is measured at the present value event, the Group has a present legal or constructive
of estimated future cash flows. The discount obligation that can be estimated reliably, and it is
rates used for determining the present value probable that an outflow of economic benefits
of obligation under defined benefit plans, are will be required to settle the obligation. Provisions
based on the market yields on government are determined by discounting the expected
securities as at the balance sheet date, having future cash flows (representing the best estimate
maturity period approximating to the terms of of the expenditure required to settle the present
related obligations obligation at the balance sheet date) at a pre-
tax rate that reflects current market assessments
Re-measurement gains and losses arising of the time value of money and the risks specific
from experience adjustments and changes to the liability. The unwinding of the discount
in actuarial assumptions are recognized is recognised as finance cost. Expected future
in the period in which they occur, directly operating losses are not provided for. Provisions
in other comprehensive income and are are reviewed by the management at each reporting
never reclassified to profit or loss. Changes date and adjusted to reflect the current best
in the present value of the defined benefit estimates.
obligation resulting from plan amendments
or curtailments are recognized immediately in Warranties
the profit or loss as past service cost. A provision for warranties is recognised when
the underlying products or services are sold. The
v. Other long-term employee benefits provision is based on technical evaluation, historical
The Group’s net obligation in respect of warranty data and a weighting of all possible
long-term employee benefits other than outcomes by their associated probabilities.
post-employment benefits is the amount of
future benefit that employees have earned Onerous contracts
in return for their service in the current and A contract is considered to be onerous when
prior periods; that benefit is discounted to the expected economic benefits to be derived
determine its present value, and the fair value by the Group from the contract are lower than
of any related assets is deducted. the unavoidable cost of meeting its obligations
under the contract. The provision for an onerous
The employees can carry-forward a portion of the contract is measured at the present value of the
unutilized accrued compensated absences and lower of the expected cost of terminating the
utilize it in future service periods or receive cash contract and the expected net cost of continuing
compensation on termination of employment. with the contract. Before such a provision is made,
Since the compensated absences do not fall the Group recognises any impairment loss on the
due wholly within twelve months after the end assets associated with that contract.
of the period in which the employees render the
related service and are also not expected to be h. Contingent liabilities
utilized wholly within twelve months after the A contingent liability is a possible obligation that
end of such period, the benefit is classified as a arises from past events whose existence will be
178
Notes
COMPANY OVERVIEW
confirmed by the occurrence or non-occurrence of of the transaction at the reporting date.

one or more uncertain future events beyond the Efforts or costs expended have been used
control of the Group or a present obligation that is to measure progress towards completion as
not recognised because it is not probable that an there is a direct relationship between input
outflow of resources will be required to settle the and productivity.
obligation, or a present obligation whose amount
STATUTORY REPORTS
cannot be estimated reliably. The Group does not Software Implementation Services
recognize a contingent liability but discloses its The revenue from fixed price contracts for
existence in the financial statements software implementation is recognized based
on proportionate completion method based on
i. Revenue hours expended, and foreseeable losses on the
Effective 1 April 2018, the Group has applied Ind AS completion of contract, if any are recognized
115 which establishes a comprehensive framework immediately. Efforts or costs expended have
for determining whether, how much and when been used to determine progress towards
revenue is to be recognised. Ind AS 115 replaces completion as there is a direct relationship
Ind AS 18 Revenue and Ind AS 11 Construction between input and productivity. Progress
Contracts. The Group has adopted Ind AS 115 using towards completion is measured as the ratio of
the cumulative effect method. The adoption of the costs or efforts incurred to date (representing
standard did not have any material impact to the work performed) to the estimated total costs or
consolidated financial statements of the Group. efforts. Estimates of transaction price and total
costs or efforts are continuously monitored

Revenues from customer’s contracts are over the lives of the contracts and are
considered for recognition and measurement when recognized in profit or loss in the period when
the contract has been approved by the parties, in these estimates change or when the estimates
writing, to the contract, the parties to contract are are revised. Revenues and the estimated total
committed to perform their respective obligations costs or efforts are subject to revision as the
under the contract, and the contract is legally contract progresses. Provisions for estimated
enforceable. Revenue is recognized upon transfer losses, if any, on uncompleted contracts are
of control of promised products or services recorded in the period in which such losses
(“performance obligations”) to customers in an become probable based on the estimated
amount that reflects the consideration the Group efforts or costs to complete the contract.
has received or expects to receive in exchange for
these products or services (“transaction price”). The Group is also involved in time and material
When there is uncertainty as to collectability, contracts and recognizes revenue as the
revenue recognition is postponed until such services are performed.
uncertainty is resolved.
Digitization services
i. Sale of License Revenue from digitization services is
Revenue from sale of licenses for software recognized as services are rendered to the
products is recognised when the significant customer.
risks and rewards of ownership have been
transferred to the buyer which generally Annual Technical services
coincides with delivery of licenses to the Revenue from annual technical service and
customers, recovery of the consideration is maintenance contracts is recognised ratably
probable, the associated costs and possible over the term of the underlying maintenance
return of software sold can be estimated arrangement.
reliably, there is no continuing effective
control over, or managerial involvement with iii. Sale of right to use software
the licenses transferred and the amount of Software-as-a-service, that is, a right to access
revenue can be measured reliably. software functionality in a cloud-based-
infrastructure provided by the Group. Revenue
ii. Rendering of services from arrangements where the customer
Revenue from services rendered is recognized obtains a “right to access” is recognized over
in proportion to the stage of completion the access period.
179
Notes
Revenue from client training, support and been identified as two separate performance
other services arising due to the sale of license obligations, the transaction price for such
is recognized as the performance obligations contracts are allocated to each performance
are satisfied. obligation of the contract based on their
relative standalone selling prices. In the
Revenue is recognised, net of returns, trade absence of standalone selling price for
discounts and volume rebates. This inter alia implementation, the performance obligation
involves discounting of the consideration is estimated using the expected cost plus
due to the present value if payment margin approach.
extends beyond normal credit terms.
Reimbursements of out-of-pocket expenses Deferred contract costs are incremental
received from customers have been netted costs of obtaining a contract which are
off with expense. recognized as assets and amortized over the
term of the contract.
Amounts received or billed in advance of
services to be performed are recorded as Contract assets are recognised when there
advance from customers/unearned revenue. is excess of revenue earned over billings on
Unbilled revenue represents amounts contracts. Contract assets are classified as
recognized based on services performed unbilled receivables (only act of invoicing is
in advance of billing in accordance with pending) when there is unconditional right
contract terms. to receive cash, and only passage of time is
required, as per contractual terms.
iv. Multiple deliverable arrangements
When two or more revenue generating Unearned and deferred revenue (“contract
activities or deliverables are provided under liability”) is recognised when there is billings
a single arrangement, the Group has applied in excess of revenues.
the guidance in Ind AS 115, Revenue from
contract with customer, by applying the j. Recognition of dividend income, interest
revenue recognition criteria for each distinct income or expense
performance obligation. The arrangements Dividend income is recognised in statement profit
with customers generally meet the criteria or loss on the date on which the Group’s right to
for considering license for software products receive payment is established.
and related services as distinct performance
obligations. For allocating the transaction Interest income or expense is recognised using the
price, the Group has measured the revenue in effective interest method.
respect of each performance obligation of a
contract at its relative standalone selling price. The ‘effective interest rate’ is the rate that exactly
The price that is regularly charged for an item discounts estimated future cash payments or
when sold separately is the best evidence of receipts through the expected life of the financial
its standalone selling price. In cases where the instrument to:
Group is unable to determine the standalone
selling price, the Group uses the expected - the gross carrying amount of the financial
cost plus margin approach in estimating the asset; or
standalone selling price.
- the amortised cost of the financial liability.
Arrangements to deliver software products
generally have three elements license, In calculating interest income and expense, the
implementation and Annual Technical effective interest rate is applied to the gross
Services (ATS). The Group has applied the carrying amount of the asset (when the asset is
principles under Ind AS 115 to account for not credit-impaired) or to the amortised cost of
revenues from these performance obligations. the liability. However, for financial assets that
When implementation services are provided have become credit-impaired subsequent to
in conjunction with the licensing arrangement initial recognition, interest income is calculated
and the license and implementation have by applying the effective interest rate to the
180
Notes
COMPANY OVERVIEW
amortised cost of the financial asset. If the asset is Right of use assets are evaluated for recoverability
no longer credit-impaired, then the calculation of whenever events or changes in circumstances
interest income reverts to the gross basis. indicate that their carrying amounts may not
be recoverable. For the purpose of impairment
k. Sale of investments testing, the recoverable amount (i.e. the higher of
Profit on sale of investments is recorded on the fair value less cost to sell and the value-in-use)
STATUTORY REPORTS
transfer of title from the Group and is determined is determined on an individual asset basis unless
as the difference between the sales price and the the asset does not generate cash flows that are
carrying value of the investment. largely independent of those from other assets. In
such cases, the recoverable amount is determined
l. Leases for the Cash Generating Unit (CGU) to which the
The Group as a lessee asset belongs.
The Group’s lease asset classes primarily consist of
leases for land and buildings. The group assesses The lease liability is initially measured at amortized
whether a contract contains a lease, at inception of cost at the present value of the future lease
a contract. A contract is, or contains, a lease if the payments. The lease payments are discounted
contract conveys the right to control the use of an using the interest rate implicit in the lease or, if
identified asset for a period of time in exchange for not readily determinable, using the incremental
consideration. To assess whether a contract conveys borrowing rates in the country of domicile of
the right to control the use of an identified asset, the these leases. Lease liabilities are re-measured with
group assesses whether: (1) the contract involves a corresponding adjustment to the related right
the use of an identified asset (2) the group has of use asset if the group changes its assessment
substantially all of the economic benefits from use of if whether it will exercise an extension or a
the asset through the period of the lease and (3) the termination option.
group has the right to direct the use of the asset.
Lease liability and ROU asset have been separately
At the date of commencement of the lease, the
presented in the Balance Sheet and lease payments
Group recognizes a right-of-use asset (“ROU”)
have been classified as financing cash flows.
and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for
leases with a term of twelve months or less (short- ‘Transition to Ind AS 116
term leases) and low value leases. For these short ‘Ministry of Corporate Affairs (“MCA”) through
term and low value leases, the Group recognizes Companies (Indian Accounting Standards)
the lease payments as an operating expense on a Amendment Rules, 2019 and Companies (Indian
straight-line basis over the term of the lease. Accounting Standards) Second Amendment Rules,
has notified Ind AS 116 Leases which replaces the
Certain lease arrangements includes the options to existing lease standard, Ind AS 17 leases, and other
extend or terminate the lease before the end of the interpretations. Ind AS 116 sets out the principles
lease term. ROU assets and lease liabilities includes for the recognition, measurement, presentation
these options when it is reasonably certain that and disclosure of leases for both lessees and
they will be exercised. lessors. It introduces a single, on-balance sheet
lease accounting model for lessees.
The right-of-use assets are initially recognized at
cost, which comprises the initial amount of the ‘The Group has adopted Ind AS 116, effective
lease liability adjusted for any lease payments made annual reporting period beginning April 1, 2019 and
at or prior to the commencement date of the lease applied the standard to its leases, retrospectively,
plus any initial direct costs less any lease incentives. with the cumulative effect of initially applying
They are subsequently measured at cost less the Standard, recognised on the date of initial
accumulated depreciation and impairment losses. application (April 1, 2019). Accordingly, the Group
has not restated comparative information, instead,

Right-of-use assets are depreciated from the the cumulative effect of initially applying this
commencement date on a straight-line basis over standard has been recognised as an adjustment
the shorter of the lease term and useful life of the to the opening balance of retained earnings as on
underlying asset. April 1, 2019.
181
Notes
‘For transition, the Group has elected not to apply i. Current tax
the requirements of Ind AS 116 to leases which Current tax comprises the expected tax
are expiring within 12 months from the date of payable or receivable on the taxable income
transition and leases for which the underlying or loss for the year and any adjustment to the
asset is of low value on a lease-by-lease basis. tax payable or receivable in respect of previous
The Group has also used the practical expedient years. The amount of current tax reflects the
provided by the standard when applying Ind AS 116 best estimate of the tax amount expected
to leases previously classified as operating leases to be paid or received after considering the
under Ind AS 17 and therefore, has not reassessed uncertainty, if any, related to income taxes.
whether a contract, is or contains a lease, at the It is measured using tax rates (and tax laws)
date of initial application, relied on its assessment enacted or substantively enacted by the
of whether leases are onerous, applying Ind AS 37 reporting date.
immediately before the date of initial application as
an alternative to performing an impairment review, Current tax assets and current tax liabilities
excluded initial direct costs from measuring the are offset only if there is a legally enforceable
right of use asset at the date of initial application right to set off the recognised amounts, and it
and used hindsight when determining the lease is intended to realise the asset and settle the
term if the contract contains options to extend or liability on a net basis or simultaneously.
terminate the lease. The Group has used a single
discount rate to a portfolio of leases with similar ii. Deferred tax
characteristics.. Deferred tax is recognised in respect of
temporary differences between the carrying
On transition, the Company recognised a lease amounts of assets and liabilities for financial
liability measured at the present value of the reporting purposes and the corresponding
remaining lease payments. The right-of-use asset is amounts used for taxation purposes. Deferred
recognised at its carrying amount as if the standard tax is also recognised in respect of carried
had been applied since the commencement of the forward tax losses and tax credits. Deferred
lease, but discounted using the lessee’s incremental tax is not recognised for:
borrowing rate as at 1 April 2019. Accordingly,
a right-of-use asset of Rs. 1,799.68 lakhs and a -
temporary differences arising on the
corresponding lease liability of Rs. 2,047.74 lakhs initial recognition of assets or liabilities
has been recognized. The cumulative effect on in a transaction that is not a business
transition in retained earnings net off taxes is combination and that affects neither
Rs. 250.56 lakhs (including a deferred tax of accounting nor taxable profit or loss at
Rs. 67.93 lakhs). The principal portion of the lease the time of the transaction;
payments have been disclosed under cash flow
from financing activities. The lease payments for Deferred tax assets are recognised to the
operating leases as per Ind AS 17 - Leases, were extent that it is probable that future taxable
earlier reported under cash flow from operating profits will be available against which they can
activities. The weighted average incremental be used. Deferred tax assets – unrecognised
borrowing rate of 10% has been applied to lease or recognised, are reviewed at each reporting
liabilities recognised in the balance sheet at the date and are recognised/ reduced to the
date of initial application. extent that it is probable/ no longer probable
respectively that the related tax benefit will be
‘On application of Ind AS 116, the nature of expenses realized.
has changed from lease rent in previous periods to
depreciation cost for the right-to-use asset, and Deferred tax is measured at the tax rates that
finance cost for interest accrued on lease liability. are expected to apply to the period when
the asset is realised or the liability is settled,
m. Income tax based on the laws that have been enacted or
Income tax comprises current and deferred tax. It substantively enacted by the reporting date.
is recognised in profit or loss except to the extent
that it relates to an item recognised directly in The measurement of deferred tax reflects
equity or in other comprehensive income. the tax consequences that would follow from
182
Notes
COMPANY OVERVIEW
the manner in which the Group expects, at options, compulsory convertible preference shares
the reporting date, to recover or settle the except where the result would be anti-dilutive.
carrying amount of its assets and liabilities.
p. Share Capital
Deferred tax assets and liabilities are offset Equity Shares
if there is a legally enforceable right to offset Equity shares are classified as equity. Incremental
STATUTORY REPORTS
current tax liabilities and assets, and they costs directly attributable to the issuance of new
relate to income taxes levied by the same tax equity shares are recognized as a deduction from
authority on the same taxable entity, or on equity.
different tax entities, but they intend to settle
current tax liabilities and assets on a net basis Dividends
or their tax assets and liabilities will be realised The final dividend on shares is recorded as a liability
simultaneously. on the date of approval by the shareholders, and
interim dividend are recorded as a liability on the
Minimum Alternative Tax (‘MAT’) under the date of declaration by the Company’s Board of
Directors.
provisions of the Income-tax Act, 1961 is
recognised as current tax in the Statement
of Profit and Loss. The credit available under q. Basis of segmentation
the Act in respect of MAT paid is recognised Segment reporting
as an asset only when and to the extent there Operating segments are reported in a manner
is convincing evidence that the Group will consistent with the internal reporting provided to
pay normal income tax during the period for the chief operating decision maker (CODM).
which the MAT credit can be carried forward
for set-off against the normal tax liability. MAT Identification of segments:
credit recognised as an asset is reviewed at
All operating segments’ results are reviewed
each balance sheet date and written down to regularly by the Board of Directors, who have been
the extent the aforesaid convincing evidence identified as the CODM, to allocate resources to
no longer exists. the segments and assess their performance. Refer
note 45 for segment information.
n. Cash and cash equivalents
Cash and short-term deposits in the Balance Sheet r. Newgen ESOP Trust
comprise cash at banks and cash in hand and short- The Newgen ESOP Trust has been treated as
term deposits with an original maturity of three an extension of the Company and accordingly
months or less, which are subject to insignificant shares held by Newgen ESOP Trust are netted off
risk of changes in value. from the total share capital. Consequently, all the
assets, liabilities, income and expenses of the trust
o. Earnings per share (“EPS”) are accounted for as assets and liabilities of the
Basic earnings per share is calculated by dividing Company, except for profit / loss on issue of shares
the profit attributable to the owners of the to the employees and dividend received by trust
Groupby the weighted average number of equity which are directly adjusted in the Newgen ESOP
shares outstanding during the year. Trust reserve.
Diluted earnings per share is computed using the s. Rounding of amounts

net profit or loss for the year attributable to equity All amounts disclosed in the financial statements
shareholders and the weighted average number of and notes have been rounded off to the nearest
common and dilutive common equivalent shares lakhs as per the requirement of Schedule III, unless
outstanding during the year but including share otherwise stated
183
4 I Property, plant and equipment and capital work in progress
184
Freehold Leasehold Buildings Plant and Leasehold Vehicles Office Furniture Computer Total Capital work-
land land* machinery improvements equipment and fixtures and servers in-progress#
Additions during the year - - - 33.37 - 94.36 23.77 2.00 411.40 564.90 6,661.88 Notes
Adjustments during the year (0.43) - 0.43 - - - (12.43) - 12.43 - -
Transition impact of Ind AS 116 - (3,523.68) - - - - - - - (3,523.68) -
(refer note 18)
Additions during the year - - 2,386.00 141.87 - - 745.76 99.24 443.72 3,816.59 3,959.24
Adjustment During the Year 0.03 3.19 1.66 4.88
Capitalized during the year - - - - - - - - - - (3,207.98)
Balance as at 31 March 2020 4.28 - 4,114.40 471.95 5.99 244.85 1,161.18 443.10 1,797.72 8,243.46 9,072.62
Accumulated Depreciation
Balance as at 31 March 2018 - 79.20 42.68 66.89 5.98 44.78 95.82 78.67 513.03 927.06 -
Additions during the year - 39.30 31.41 41.38 - 31.65 54.43 46.09 294.71 538.97 -
Balance as at 31 March 2019 - 118.50 74.09 107.34 5.98 76.43 145.73 104.96 612.13 1,245.16 -
Transition impact of Ind AS 116 - (118.50) - - - - - - - (118.50) -
(refer note 18)

Additions during the year - - 41.40 42.05 34.58 70.89 47.12 299.51 535.55 -
Adjustments during the year - - - - 0.01 - 0.01 0.70 0.47 1.19 -
Balance as at 31 March 2020 - - 115.49 135.45 5.99 111.01 209.64 149.53 875.03 1,602.14 -

Balance as at 31 March 2019 4.28 3,405.18 1,654.31 237.15 0.01 168.42 276.71 239.60 777.82 6,763.48 8,321.36
Balance as at 31 March 2020 4.28 - 3,998.91 336.50 - 133.84 951.54 293.57 922.69 6,641.33 9,072.62
As at 31 March 2020 properties with a carrying amount of INR 382.70 lakhs (31 March 2019 : INR 462.67 lakhs) are subject to first charge to working capital loans from banks.
*Represents land at Chennai and Noida location taken on finance lease for a term of 99 and 90 years respectively.
# Capital work in progress represents acquistion and further construction of office premises at Noida, Uttar Pradesh wherein cost incurred upto 31 March 2020 amounting to INR
9,072.62 lakhs.
Notes
COMPANY OVERVIEW
5 I Intangible assets
Computer software
STATUTORY REPORTS
Accumulated Amortisation
6 I Loans
As at As at
31 March 2020 31 March 2019
(unsecured, considered good, unless otherwise stated)
437.76 362.45
7 I Other financial assets (non-current)

As at As at
31 March 2020 31 March 2019
Bank deposits
- pledged with tax authorities 4.14 2.25
- held as margin money* 287.96 229.69
Earnest money deposits
-Unsecured, considered good 34.39 51.60
-Unsecured, considered doubtful 164.75 146.03
Less: Loss allowance for doubtful deposits (164.75) (146.03)
358.29 323.18
*Balances with bank deposits held as margin money INR 282.21 lakhs (31 March 2019: INR 223.94 lakhs) represents the margin
money on account of guarantees issued to government customers.
Information about Group’s exposure to credit and market risks and fair value measurement is included in Note 43 C
8 I Income tax assets (net)

As at As at
31 March 2020 31 March 2019
Advance income tax (net of provision of INR 12,005.47 lakhs lakhs 1,581.18 996.52
(31 March 2019: INR 11,417.14 lakhs))
1,581.18 996.52
185
Notes
9 I Other non-current assets

As at As at
31 March 2020 31 March 2019
Capital advances 59.54 56.66
91.20 144.65
10 I Investments (refer note 41)

As at As at
31 March 2020 31 March 2019
Investments in bonds (unquoted)
Bonds at FVOCI
-Investment in government bonds 1,982.38 938.28
-Investment in other bonds 608.54 645.24
2,590.92 1,583.52
Investments in mutual funds (unquoted)
Mutual funds at FVTPL 5,019.75 3,582.34
5,019.75 3,582.34
7,610.67 5,165.86
Aggregate book value of unquoted investments 7,610.67 5,165.86
Aggregate market value of unquoted investments 7,610.67 5,165.86
Investments in bonds measured at FVOCI have stated interest rates of 7.04% to 9.90%. Information about Group’s exposure to
credit and market risks and fair value measurement is included in Note 43 C.
11 I Trade receivables
As at As at
31 March 2020 31 March 2019
(Unsecured, considered good, unless stated otherwise)
Unsecured*
- Considered good 26,939.67 25,268.91
- Considered doubtful 5,488.49 3,933.65
32,428.16 29,202.56
Less: Loss allowance for trade receivables
- unsecured, considered doubtful (5,488.49) (3,933.65)
26,939.67 25,268.91
No trade or other receivables are due from directors or other officers of the Group either severally or jointly with any other
person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner,
director or a member.
Trade receivables are non-interest bearing and are generally on terms of 30-45 days.
The Group’s exposure to credit and currency risks and loss allowances related to trade receivables are discussed in note 43 C.
12 I Cash and cash equivalents

As at As at
31 March 2020 31 March 2019
Cash on hand 4.51 5.67
Balances with banks
- in current accounts* 6,006.53 6,367.50
Balances with scheduled banks in deposit accounts with original 4,000.00 9,401.96
maturity of less than 3 months#
10,011.04 15,775.13
*Current account balances with banks include INR 118.65 lakhs (31 March 2019: INR 138.32 lakhs) held at a foreign branch.
Balance in bank deposits includes INR Nil (31 March 2019: INR 3,289.4 lakhs) respectively as unutilized amounts of the IPO proceeds.
#
186
Notes
COMPANY OVERVIEW
12 A I Other bank balances

As at As at
31 March 2020 31 March 2019
Balances with scheduled banks in deposit accounts

- Original maturity of less than 12 months 6,516.11 2,139.40
STATUTORY REPORTS
6,516.11 2,139.40
13 I Current financial assets - Loans

As at As at
31 March 2020 31 March 2019
Loans to employees* 7.54 9.90

132.18 44.63
*These are interest bearing loans - repayable within one year given to employees, chargeable at the rate of 12% p.a.
14 I Current financial assets - Others

As at As at
31 March 2020 31 March 2019
(unsecured considered good, unless otherwise stated)

Interest accrued but not due on government bonds 86.43 137.34
Unbilled revenue*
- other than related parties 7,767.02 6,020.46
8,260.42 6,275.55
*Unbilled revenue represents amounts recognized based on services performed in advance of billing in accordance with
contract terms..
During the year ended 31 March 2020, INR 3,536.00 lakhs of unbilled revenue as of 1 April 2019 has been reclassified to trade
receivables upon billing to customers on completion of milestones.
15 I Other current assets

As at As at
31 March 2020 31 March 2019
Advances to vendors 19.49 46.86

Balances with government authorities* 26.54 10.71
Deferred contract cost 123.00 77.37
Advance to employees 163.93 176.33
Other current assets 25.91 25.51
797.35 764.69
*Balances with government authorities comprises of Goods and Service tax/ Service tax / VAT credit receivable.
187
Notes
16 I Share capital
of shares of shares
Authorised share capital
Equity shares of INR 10 each 98,000,200 9,800.02 98,000,000 9,800.00
Equity share capital with differential voting - - 200 0.02
rights of INR 10 each
0.01% Compulsory convertible preference 11,999,800 1,199.98 11,999,800 1,199.98
shares of INR 10 each
110,000,000 11,000.00 110,000,000 11,000.00

of shares of shares
Issued, subscribed and paid up
Equity share capital of INR 10 each, 69,585,701 6,958.57 69,235,701 6,923.57
fully paid up
Add: Issued during the year to 370,000 37.00 350,000 35.00
Newgen ESOP Trust
Balance 69,955,701 6,995.57 69,585,701 6,958.57
Less : Shares held by Newgen ESOP Trust 865,888 86.59 1,128,091 112.81
Total Share capital 69,089,813 6,908.98 68,457,610 6,845.76
Reconciliation of shares outstanding at the beginning and at the end at the reporting year
of shares of shares
Equity share capital of INR 10 each,
fully paid up
At the beginning of the year 69,585,701 6,958.57 69,235,701 6,923.57
Add: Issued during the year to Newgen 370,000 37.00 350,000 35.00
ESOP Trust
At the end of the year 69,955,701 6,995.57 69,585,701 6,958.57
Less: Shares held by Newgen ESOP Trust 865,888 86.59 1,128,091 112.81
Total equity share capital 69,089,813 6,908.98 68,457,610 6,845.76
Terms/rights attached to equity shares

In case of equity shares, each equity 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 in the ensuing annual general meeting,
except in case of interim dividend, if any. 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 respective
shareholding.
188
Notes
COMPANY OVERVIEW
16 A I Details of shareholders holding more than 5% shares in the Company

Equity shares of INR10 each, fully paid up held by:
Number % Holding Number % Holding
of shares of shares
- Mr. Diwakar Nigam 18,472,406 26.41% 18,422,406 26.47%
STATUTORY REPORTS
- Mr. T.S. Varadarajan 15,009,306 21.46% 15,009,306 21.57%
- Mrs. Priyadarshini Nigam 7,968,906 11.39% 7,968,906 11.45%
- Mrs. Usha Varadarajan 4,528,320 6.47% 4,528,320 6.51%
- Malabar India Fund Limited 5,678,931 8.12% 4,564,262 6.56%
16 B I Shares reserved for issue under Employee stock option plan

Terms attached to stock options granted to employees are described in note 34 regarding share based
payments.
16 C I Aggregate number of shares issued for consideration other than cash during the period of five years immediately
preceding the reporting date.
Equity shares have been issued under Employee stock options plans to trust for which only exercise price has
been received in cash.
For the year For the year For the year For the year For the year
ended ended ended ended ended
31 March 2020 31 March 2019 31 March 2018 31 March 2017 31 March 2016
Equity shares of 370,000 350,000 1,050,000 - -
INR 10 each
17 I Other equity
As at As at
31 March 2020 31 March 2019
Capital redemption reserve 87.95 87.95
General reserve 1,731.39 1,731.39
Capital reserve 0.21 0.21
Newgen ESOP Trust reserve 297.47 257.78
Share options outstanding reserve 405.75 459.20
Foreign currency translation reserve 387.20 80.03
Other comprehensive Loss (95.39) (10.31)
47,997.66 42,824.90
Securities premium (refer note (i) below)

As at As at
31 March 2020 31 March 2019
Securities premium on issue of shares to Newgen ESOP Trust 196.10 185.50
Transferred from share options outstanding reserve on exercise of stock 140.48 110.94
options
Less: Securities premium on shares held by Newgen ESOP Trust 244.91 366.55
189
Notes
Retained earnings (refer note (ii) below)

As at As at
31 March 2020 31 March 2019
Transistion impact of Ind AS 116-Leases, net of tax (refer note 18) (250.56) -
Dividend on equity shares (2,087.57) (1,384.71)
Dividend distribution tax on dividend on equity shares (429.11) (284.63)
Capital redemption reserve

As at As at
31 March 2020 31 March 2019
General reserve
As at As at
31 March 2020 31 March 2019
Capital reserve
As at As at
31 March 2020 31 March 2019
Newgen ESOP Trust reserve (refer note (iii) below)

As at As at
31 March 2020 31 March 2019
Addition to Newgen ESOP Trust reserve 39.69 26.13
Share options outstanding reserve (refer note (iv) below)

As at As at
31 March 2020 31 March 2019
Employee stock compensation expense 87.03 178.24
Transferred to securities premium account on exercise of stock options (140.48) (110.93)
Other comprehensive income/(loss)

Remeasurement of defined benefit liability
As at As at
31 March 2020 31 March 2019
Balance as at beginning of the year (27.10) 28.05
Other comprehensive (loss) (net of tax) (69.18) (55.15)
Balance as at end of the year (96.28) (27.10)
190
Notes
COMPANY OVERVIEW
Debt instruments through other comprehensive income

As at As at
31 March 2020 31 March 2019
Other comprehensive income/(loss) (net of tax) 3.72 (1.39)
STATUTORY REPORTS
(Profit)/loss on sale of debt instrument transferred to profit and loss (19.63) 3.32
Foreign currency translation reserve (refer note (v) below)

As at As at
31 March 2020 31 March 2019
Balance as at beginning of the year 80.03 (4.34)
Other comprehensive income/(loss) (net of tax) 307.17 84.37
(i) S
ecurities premium is used to record the premium received on issue of shares. It will be utilised in accordance with the
provisions of the Companies Act, 2013.
(ii) Accumulated balances of profits over the years after appropriations for general reserves and adjustments of dividend
(iii) T
he Newgen ESOP Trust has been treated as an extension of the Company and accordingly shares held by Newgen ESOP
Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income and expenses of the trust
are accounted for as assets and liabilities of the Company, except for profit / loss on issue of shares to the employees and
dividend received by trust which are directly adjusted in the Newgen ESOP Trust reserve.
(iv) T
he Company has established various equity-settled share-based payment plans for certain employees of the Company.
Refer to note 34 for further details on these plans.
(v) Foreign currency translation reserve comprises of all exchange differences arising from translation of financial statements of
foreign subsidiaries into functional and presentational currency.
18 I Right-of-use assets
Changes in the carrying value of right of use assets for the year ended 31 March 2020
Particulars Category of ROU asset Total
Leasehold land Buildings
Balance as at 1 April 2019* - 1,799.68 1,799.68
Reclassified on account of adoption of Ind AS 116 3,405.18 - 3,405.18
Addition - 2,483.05 2,483.05
Deletion - (58.45) (58.45)
FCTR - (10.55) (10.55)
Depreciation (39.40) (1,327.20) (1,366.61)
Balance as at 31 March 2020 3,365.78 2,886.53 6,252.30
*Right of use assets recognised in the balance sheet at the date of initial recognition.
The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in the Statement
of Profit and Loss.(refer note 30)
Lease liabilities
Break up of current and non-current lease liabilities as at 31 March 2020
Particulars As at
31 March 2020
Non-current lease liabilities 2,296.15
Current lease liabilities 1,334.14
Total 3,630.29
191
Notes
Movement in lease liabilities during the year ended 31 March 2020

Particulars As at
31 March 2020
Balance as at 1 April 2019# 2,047.74
Reclassified on account of adoption of Ind AS 116 1,320.15
Addition 2,434.24
Finance cost accrued during the period 335.74
Deletion (62.35)
Payment of lease liabilities (2,445.23)
#
Lease liabilities recognised in the balance sheet at the date of initial recognition.
Details regarding the contractual maturities of lease liabilities as at 31 March 2020 on an undiscounted basis:
Particulars As at
31 March 2020
Less than one year 1,678.70
One to five years 2,205.39
More than five years 5,267.64
Total 9,151.73
The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are
sufficient to meet the obligations related to lease liabilities as and when they fall due.
Finance lease
The Group has leases that were classified as finance leases applying Ind AS 17. For such leases, the carrying
amount of the right-of-use asset and the lease liability at the date of initial application of Ind AS 116 is the carrying
amount of the lease asset and lease liability on the transition date as measured applying Ind AS 17. Accordingly,
an amount of ` 3,405.18 lakhs has been reclassified from property, plant and equipment to right-of-use assets.
An amount of ` 291.59 lakhs has been reclassified from other current financial liabilities to lease liability – current
and an amount of ` 1,028.55 lakhs has been reclassified from Non-current financial liabilities to lease liability – non-
current.
Rental expense recorded for short-term leases was INR 424.54 lakhs for the year ended 31 March 2020.
Effective interest rate of 10.43% has been applied to lease liabiliites recognised in the balance sheet at the date
of initial application.
Impact of COVID-19:
The Company does not foresee any large-scale contraction in demand which could result in significant down-
sizing of its employee base rendering the physical infrastructure redundant. The leases that the Company has
entered with lessors towards properties used as delivery centers / sales offices are long term in nature and no
changes in terms of those leases are expected due to COVID-19.
19 I Non-current provisions
As at As at
31 March 2020 31 March 2019
- provision for gratuity 1,799.02 1,495.50
2,332.36 1,929.02
192
Notes
COMPANY OVERVIEW
20 I Current financial liabilities - Borrowings

As at As at
31 March 2020 31 March 2019
Loans from banks
Pre-shipment loans (secured)* 7,453.21 6,772.64
STATUTORY REPORTS
7,453.21 6,772.64
*Pre-shipment loans carry interest rate @ LIBOR plus margin which varied from 2.45% to 4.28% per annum. These are secured by
first pari passu charge over all future and present stock, book debts and equitable mortgage of land and building with carrying
amount of INR 382.70 lakhs (31 March 2019: INR 462.67 lakhs) and are repayable within 180 days from the date of disbursement.
21 I Trade payables
As at As at
31 March 2020 31 March 2019
- Total outstanding dues to micro enterprises and small enterprises - -
- Total outstanding dues to creditors other than micro and small 2,750.76 2,160.57
enterprises
2,750.76 2,160.57
Trade payables are non-interest bearing and are generally on terms of 30-45 days
a) Refer note 36 for disclosures under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)
c) The Group’s exposure to currency and liquidity risks related to trade payables is disclosed in note 43 C.
22 I Current financial liabilities - Others

As at As at
31 March 2020 31 March 2019
Employee related payables 3,511.39 3,340.15
Payable in respect of retention money 180.54 59.15
Interest accrued but not due on deferred liability 14.39 -
Earnest money deposits 1.00 1.00
Payable for capital assets 412.41 188.84
4,119.73 3,589.14
23 I Deferred income
As at As at
31 March 2020 31 March 2019
Advance billing* 10,058.34 6,736.52
Advance from customers 32.05 58.75
10,090.39 6,795.27
*Changes in deferred income (advance billing) is as follows:
As at As at
31 March 2020 31 March 2019
Balance at the begining of the year 6,736.52 4,917.82
"Revenue recognised that was included in deferred income at (6,497.70) (5,005.32)
the beginning of the year"
Increase due to invoicing during the year, excluding amount recognised 9,773.13 6,736.52
as revenue during the year
Foreign Currency Translation Reserve 46.39 87.50
193
Notes
24 I Other current liabilities

As at As at
31 March 2020 31 March 2019
Statutory dues payable 1,278.05 1,571.63
Advance from employees for share options 21.22 2.82
Other current liabilities 6.33 4.94
1,305.60 1,579.39
25 I Current provisions
As at As at
31 March 2020 31 March 2019
- provision for gratuity 278.87 244.76
- provision for income tax 93.32 86.11
501.28 432.57
26 I Revenue from operations

ended ended
31 March 2020 31 March 2019
Sale of products - softwares 11,765.80 15,378.46
Sale of services
- Implementation 16,492.14 14,449.45
- Scanning 954.90 1,936.25
- AMC/ATS 13,030.30 10,361.22
- Support 20,005.30 17,546.56
- SaaS revenue 3,827.18 2,392.21
66,075.62 62,064.15
Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet
to be recognized as at the end of the reporting period and an explanation as to when the Group expects to
recognize these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Group has not
disclosed the remaining performance obligation related disclosures for contracts where :
(i) The performance obligation is part of a contract that has an original expected duration of one year or less.
(ii) The revenue recognized corresponds directly with the value to the customer of the entity’s performance
completed to date, typically those contracts where invoicing is on time and material basis.
Remaining performance obligation estimates are subject to change and are affected by several factors,
including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that
has not materialized and adjustments for currency.
The aggregate value of performance obligations that are completely or partially unsatisfied as at 31 March
2020, other than those meeting the exclusion criteria mentioned above is INR Nil.
Impact of COVID-19:
While the Company believes strongly that it has a good portfolio of services to partner with customers, the
impact on future revenue streams could come from :
• the inability of our customers to continue their businesses due to financial resource constraints or their
services no-longer being availed by their customers
194
Notes
COMPANY OVERVIEW
• prolonged lock-down situation resulting in its inability to deploy onsite resources at different locations due to
restrictions in mobility
• prolonged lock-down situation can decrease the chances of winning of new business due to inability of sales
person to travel to customer locations
• customers postponing their discretionary spend due to change in priorities
STATUTORY REPORTS
The company has a resilient business model in place with mission critical solutions deployed majorly across
banking, financial services, healthcare, insurance, government and shared services verticals. The Company does
not have major exposure in the verticals which are impacted due to COVID 19. The Company has considered such
impact to the extent known and available currently. However, the impact assessment of COVID-19 is a continuing
process given the uncertainties associated with its nature and duration and the Company will continue to monitor
developments to identify significant uncertainties relating to revenue in future periods.
27 I Other income
ended ended
31 March 2020 31 March 2019
Interest income under the effective interest rate method:
- on security deposits at amortised cost 40.09 28.60
- government and other bonds at FVOCI 148.11 127.46
Interest income on deposit with banks 804.51 676.42
Other interest income 6.05 68.72
Gain on sale of property, plant and equipment 1.10 -
Fair value changes of financial assets at FVTPL 173.01 245.75
Liabilities / provision no longer required written back 169.22 148.19
Net foreign exchange fluctuation gain 710.64 715.27
Bad debt recovered - 15.04
Miscellaneous income 43.56 12.52
2,096.29 2,037.97
28 I Employee benefits expense

ended ended
31 March 2020 31 March 2019
Salaries, wages and bonus 31,927.25 26,757.19
Contribution to provident funds (refer note i below) 994.27 767.10
Expenses related to compensated absences (refer note ii below) 359.39 275.35
Expense related to defined benefit plan (refer note iii below) 371.73 311.88
Staff welfare expenses 499.79 508.96
34,239.46 28,798.73
(i) Defined contribution plans:

The Group makes contributions, determined as a specified percentage of the employee salaries in respect of
qualifying employees towards provident fund, which is a defined contribution plan. The amount recognised
as an expense towards contribution to provident fund for the year aggregated to INR 994.27 lakhs (31 March
2019: INR 767.10 lakhs). The amount recognised as an expense towards employee state insurance aggregated
to INR 1.26 lakhs (31 March 2019: INR 2.27 lakhs).
195
Notes
(ii) Compensated absences:

The Principal assumptions used in determining the compensated absences benefit obligation are as given below:
31 March 2020 31 March 2019
Discounting rate (p.a.) 6.90% 7.66%
Future salary increase (p.a.) 6.00% 7.00%
(iii) Defined Benefit Plan:

Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered
atleast 5 years of continuous service, to receive one-half month’s salary for each year of completed service
at the time of retirement/exit.
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions of the Payment
of Gratuity Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without any vesting period.
Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of
Gratuity Act, 1972 except the Group does not have any limit on gratuity amount.
The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for
gratuity were carried out as at 31 March 2020. The present value of the defined benefit obligations and the
related current service cost and past service cost, were measured using the Projected Unit Credit Method.
A. Movement in net defined benefit (asset) liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined
benefit (asset) liability and its components
31 March 2020 31 March 2019
Balance at the beginning of the year 1,740.26 1,407.46
Benefits paid (129.12) (71.28)
Acturial (gains) losses recognised in OCI
change in demographic assumptions (21.33) 21.21
change in financial assumptions (33.40) 22.48
experience adjustments 149.74 48.51
B. i) Expense recognised in profit and loss

ended ended
31 March 2020 31 March 2019
Total expense recognised in Statement of profit and loss 371.73 311.88
ii) Remeasurements recoginsed in other comprehensive income

ended ended
31 March 2020 31 March 2019
Acturial loss on defined benefit obligation 95.01 92.20
Total remeasurements recognised in other comprehensive income 95.01 92.20
196
Notes
COMPANY OVERVIEW
C. Defined benefit obligations

i. Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date:
ended ended
STATUTORY REPORTS
31 March 2020 31 March 2019
Discount rate 6.90 7.66
Salary escalation rate 6.00 7.00
Mortality rate 100% of IALM 100% of IALM
(2012- 14) (2006 - 08)
ii. 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.
31 March 2020 31 March 2019

Increase Decrease Increase Decrease
Discount rate (0.50% movement) (73.76) 79.01 (54.53) 58.07
Future salary growth (0.50% movement) 79.32 (74.70) 58.16 (55.10)
Attrition rate (0.50% movement)

Sensitivities due to mortality & withdrawals are not material & hence impact of change not calculated.
Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before
retirement and life expectancy are not applicable being a lump sum benefit on retirement.
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does
provide an approximation of the sensitivity of the assumptions shown.
Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity
plan and the amounts recognised in the Group’s financial statements as at balance sheet date:
31 March 2020 31 March 2019
Net defined benefit asset - -

Total employee benefit asset - -
Net defined benefit liability

Liability for gratuity 2,077.89 1,740.26
Liability for compensated absences 662.43 519.63
Total employee benefit liabilities 2,740.32 2,259.89
Non-current:
Gratuity 1,799.02 1,495.50
Current:
Gratuity 278.87 244.76
197
Notes
29 I Finance costs
ended ended
31 March 2020 31 March 2019
Other finance costs 96.78 125.65
1,091.21 853.87
30 I Depreciation and amortization

ended ended
31 March 2020 31 March 2019
Depreciation of property, plant and equipment (refer note 4) 535.82 538.97
Depreciation of right-of use assets (refer note 18) 1,366.61 -
Amortisation of intangible assets (refer note 5) 88.68 59.02
1,991.11 597.99
31 I Other expenses
ended ended
31 March 2020 31 March 2019
Rent 416.61 1,904.77
Repairs and maintenance 264.76 283.40
Rates and taxes 772.96 254.82
Travelling and conveyance 6,311.94 6,770.69
Legal and professional fees 1,659.58 2,512.88
Outsourced technical services expense 1,299.40 397.72
Cloud hosting services 959.98 426.22
Payment to auditors* 75.40 69.67
Electricity and water 419.36 354.17
Advertising and sales promotion 1,067.32 764.92
Membership and subscription fee 366.35 375.07
Brokerage and commission 1,038.14 749.66
Communication costs 522.41 509.03
Software and license maintenance 656.75 511.92
Expenditure on corporate social responsibility 186.27 125.64
Donation 36.18 34.74
Recruitment charges 316.97 221.14
Insurance 1,045.64 824.56
Operation and maintenance 680.95 578.09
Printing, stationery and scanning charges 460.18 671.87
Loss on sale of property, plant and equipment - 3.89
(net of adjustment for bad debts written off of INR 527.43 lakhs -
(previous year INR 1,952.57 lakhs)
Security charges 263.05 229.03
Net foreign exchange fluctuation loss 13.45 24.45
198
Notes
COMPANY OVERVIEW

ended ended
31 March 2020 31 March 2019
Loss on settlement of forward contract - 36.30
Loss on redemption of bonds (net) at FVOCI 7.07 5.07
Loss on redemption of mutual funds (net) at FVTPL 6.85 -
STATUTORY REPORTS
Miscellaneous expenses 268.90 93.23
21,375.96 20,493.34
*Payment to auditors
As auditor:
- Statutory audit fee 39.50 39.50
- Limited review fee 22.50 22.50
- Certification fee 8.25 3.40
- Reimbursement of expenses 5.15 4.27
75.40 69.67
32 I Income Tax
A. The major components of income tax (expense) / income recognised in Statement of Profit or Loss
ended ended
31 March 2020 31 March 2019
Tax expense 2,572.19 2,883.80
Tax expense for earlier years 78.85 110.19
Deferred tax (credit) /charge (450.33) 143.31
Total 2,200.71 3,137.30
Recognised in Other comprehensive income

Tax impact on
- Re-measurement on defined benefit plan 37.16 29.63
- Fair value of debt instruments through other comprehensive income/(loss) (2.00) 0.75
Total 35.16 30.38
B. Reconciliation of effective tax rate

31 March 2020 31 March 2019
Tax using the Group's tax rate 34.94% 3,310.65 34.94% 4,667.89
Impact of different rate in each jurisdiction -0.91% (86.44) -0.65% (87.25)
Effect of deduction under section 10AA of the -12.17% (1,152.56) -11.62% (1,552.24)
Income tax Act, 1961
Effect of expenses permanently disallowed 0.32% 29.91 0.13% 17.50
under the Income Tax Act, 1961
Effect of income exempt/ taxed on lower rate -0.28% (26.92) -0.17% (23.27)
Effect of profit on sale of mutual funds 0.51% 48.46 - -
taxable under Income tax Act, 1961
Tax expense for earlier years 0.83% 78.85 0.82% 110.19
Others -0.01% (1.24) 0.03% 4.48
Income tax recognised in statement of profit 23.23% 2,200.71 23.49% 3,137.29
and loss for the current year
199
Notes
C. Deferred tax assets (net)

Deferred tax relates to the following:
As at As at
31 March 2020 31 March 2019
Deferred tax related to items recognised in OCI:
Investments at fair value through OCI 1.42 -
Remeasurement of defined benefit liability (asset) 51.37 14.21
(a) 52.79 14.21
Deferred tax liabilities

As at As at
31 March 2020 31 March 2019
Investments at fair value through OCI - 7.12
(b) - 7.12
Deferred tax related to items recognised in Statement of Profit and Loss:

As at As at
31 March 2020 31 March 2019
Deferred tax liabilities (gross)
Others 145.20 84.54
(c) 519.18 392.84
As at As at
31 March 2020 31 March 2019
Provision for employee benefits 934.43 772.84
Lease liabilities 58.84 -
(d) 2,732.36 2,082.84
(e) = (d) - (c) 2,213.18 1,690.00
Deferred tax assets (net) (e) + (a) - (b) 2,265.97 1,697.09
MAT credit entitlement - 86.97
Total deferred tax assets (net) 2,265.97 1,784.06
D. Deferred tax liabilities (gross)

As at As at
31 March 2020 31 March 2019
Deferred tax Liabilities (net) 17.39 11.01
200
Notes
COMPANY OVERVIEW
E. Movement in temporary differences

31 March 2020
Particulars Balance as at Transition Recognised Recognised Balance as at
1 April 2019 impact in Statement in OCI during 31 March
of Ind AS of Profit or the year 2020
STATUTORY REPORTS
116-Leases Loss during
the year
Deferred tax Liabilities (net)
Property, plant and equipment 11.01 - 6.38 - 17.39
Total 11.01 - 6.38 - 17.39
Deferred tax assets (net)
Investments at fair value through OCI (7.12) - - 8.54 1.42
Remeasurement of defined benefit 14.21 - - 37.16 51.37
liability (asset)
Property, plant and equipment (278.40) - (95.58) - (373.98)
Loss allowance on other financial assets 51.03 - 6.54 - 57.57
Loss allowance on trade receivables 1,258.97 - 422.55 - 1,681.52
Provision for employee benefits 772.84 - 161.59 - 934.43
Others (84.54) - (60.66) - (145.20)
Lease liabilities (29.89) 67.93 20.80 - 58.84
Total 1,697.09 67.93 455.23 45.70 2,265.97
31 March 2019
Particulars Balance as at Recognised in Recognised in Balance as at
1 April 2018 Statement of OCI during 31 March 2019
Profit or Loss the year
during the year
Deferred tax Liabilities (net)
Property, plant and equipment 11.28 (0.26) - 11.01
Total 11.28 (0.26) - 11.01
Investments at fair value through OCI (7.87) - 0.75 (7.12)
Remeasurement of defined benefit liability (asset) (15.42) - 29.63 14.21
Property, plant and equipment (221.74) (56.66) - (278.40)
Loss allowance on other financial assets 42.64 8.39 - 51.03
Loss allowance on trade receivables 1,381.66 (122.70) - 1,258.97
Provision for employee benefits 667.62 105.21 - 772.84
Others (11.01) (73.53) - (84.54)
Lease liabilities (29.62) (0.27) - (29.89)
Total 1,806.16 (139.56) 30.38 1,697.09
Impact of COVID-19:
In assessing the realizability of deferred income tax assets, management considers whether some portion or all
of the deferred income tax assets will be realized or not. The ultimate realization of deferred income tax assets is
dependent upon the generation of future taxable income during the periods in which the temporary differences
become deductible. Based on the level of historical taxable income and projections for future taxable income over
the periods in which the deferred income tax assets are deductible, management believes that the Company will
realize the benefits of those deductible differences.
Also there is no change in Company’s current tax strategies and thus no change in the accounting for Income taxes.
201
Notes
33 I Earnings per share (EPS)

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the
Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the
weighted average number of equity shares outstanding during the year plus the weighted average number of
Equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
i. Profit attributable to Equity holders of the Company

31 March 2020 31 March 2019
Profit attributable to equity holders of the Company 7,273.46 10,220.89
Profit attributable to equity holders of the Company for basic and 7,273.46 10,220.89
diluted earnings
ii) Weighted average number of ordinary shares

31 March 2020 31 March 2019
Opening balance of equity shares 68,457,610 67,884,117
Effect of share options exercised 422,753 191,325
Weighted average number of shares for basic EPS 68,880,363 68,075,442
Effect of dilution:
31 March 2020 31 March 2019
Add: Equity shares held by Newgen ESOP Trust with respect to options 348,839 1,255,390
not exercised by employees but outstanding
Weighted average number of shares for diluted EPS 69,229,202 69,330,832
Basic and diluted earnings per share

31 March 2020 31 March 2019
INR INR
Basic earnings per share 10.56 15.01
Diluted earnings per share 10.51 14.74
34 I Share-based payment arrangements:

A. Description of share-based payment arrangements
i. Share option programmes (equity-settled)
The Group had established Newgen Employees Stock Option Scheme 2014 (Newgen ESOP 2014) in the year
2014-15, administered through a new Trust ‘Newgen ESOP Trust’. The maximum numbers of grants under
this Scheme shall be limited to 3,783,800 option with underlying equity shares of the Group. Pursuant to the
scheme, during the year 2014-15, the Group has granted 3,653,525 options at an exercise price of INR 63 per
option, to the employees of the Group. Under the terms of the plans, these options are vested on a graded
vesting basis over a maximum period of four years from the date of grant and are to be exercised either in
part(s) or full, within a maximum period of five from the date of last vesting. Further, during the year 2017-18
grant of options 353,000, 130,000, and 79,250 through grant II, III and IV on 1 Jul 2017, 1 Sep 2017 and 1 Oct
2017 respectively under the same scheme and with same vesting conditions was made.
The Newgen ESOP trust has been treated as an extension of the Group and accordingly shares held by
Newgen ESOP Trust are netted off from the total share capital. Consequently, all the assets, liabilities, income
and expenses of the trust are accounted for as assets and liabilities of the Group, except for profit / loss on
issue of shares to the employees and dividend received by trust which are directly adjusted in the Newgen
ESOP Trust reserve.
202
Notes
COMPANY OVERVIEW
Following table represents general terms of the grants for the ESOP outstanding as on 31 March 2020, during
the year 2019-20 there were no grants made.
Newgen ESOP schemes Grant Date No. of Exercise Price Weighted Vesting
Options average Period
Outstanding remaining life
STATUTORY REPORTS
Newgen Employees Stock Option 1-Jan-2015 509,468 INR 63.00 3.75 4 years
Newgen Employees Stock Option 1-Jul-2017 199,980 INR 63.00 6.25 4 years
Newgen Employees Stock Option 1-Sep-2017 126,500 INR 63.00 6.42 4 years
Newgen Employees Stock Option 1-Oct-2017 48,650 INR 63.00 6.50 4 years
B. Reconciliation of outstanding share options
The number and weighted-average exercise prices of share options under the share option programmes were
as follows.
Newgen Employees Stock Option Number of Weighted Number of Weighted
Scheme 2014 (Newgen ESOP 2014) options average options average
exercise price exercise price
Options outstanding as at the 1,557,524 INR 63.00 2,243,483 INR 63.00
beginning of the year
Less: Options lapsed during the year 40,723 INR 63.00 112,466 INR 63.00
Less: Options exercised during the year 632,203 INR 63.00 573,493 INR 63.00
Options outstanding as at the year end 884,598 INR 63.00 1,557,524 INR 63.00
Exercisable as at year end 571,519 1,122,797
Weighted - average contractual life 4.85 years 5.51 years
C. Expense recognised in Statement of Profit and Loss

For details on the employee benefits expense, refer note 28
35 I Contingent liabilities and commitments (to the extent not provided for)*
31 March 2020 31 March 2019
a. Estimated amount of contracts remaining to be executed on capital 84.18 23.45
account and not provided for net of advances, tangible assets**
b. Income Tax matters
Financial year 2015-16*** 179.00 179.00
Financial year 2016-17*** 184.43 -
*The Company is committed to operationally, technically and financially support the operation of certain of its subsidiary companies.
** For other commitments – Non-cancellable operating and finance leases, refer note 18
***The Company has received assessment orders pertaining to financial year 2015-16 and 2016-17 incorporating adjustments of
` 179.00 lakhs and ` 184.43 lakhs respectively. The Company has filed an appeal with the Commissioner of Income Tax (Appeal) against
the assessment order issued by the Assessing officer. The hearing date is awaited.
203
Notes
In February 2019, there was a judicial pronouncement with respect to provident fund. It is not currently clear
whether the interpretation set out in the pronouncement has retrospective application. If applied retrospectively,
the interpretation would result in an increase in contributions payable by the Company for past and future periods
for certain of its employees. There are numerous interpretative challenges concerning the retrospective application
of the judgment. Due to such challenges and a lack of interpretive guidance, it is currently impracticable to
reliably estimate the timing and amount of any payments the Company may be required to make. The Company
will continue to monitor and evaluate its position based on future events and developments.
36 I Details of dues to Micro, Small and Medium Enterprises as defined under the
MSMED Act, 2006
The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008
which recommends that the Micro and Small Enterprises should mention in their correspondence with its
customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly,
the disclosure in respect of the amounts payable to such enterprises as on 31 March 2020 and 31 March 2019 has
been made in the financial statements based on information received and available with the Group. Based on
the information currently available with the Company, there are no dues payable to Micro and Small Suppliers as
defined in the Micro, Small and Medium Enterprises Development Act, 2006.
37 I After the reporting date the following dividend were proposed by the Board of Directors, subject to the
approval of shareholders at Annual General Meeting; Accordingly, the dividends have not been recognised as
liabilities.The Finance act 2020 has repealed the Divided Distribution Tax(DDT). The comapny is now required to
pay/distribute dividend after deducting applicable taxes.
ended ended
31 March 2020 31 March 2019
Final dividend of INR 2.00 per share (31 March 2019: INR 3/-) 1,399.11 2,087.57
Dividend distribution tax - 429.20
38 I Utilization of Corporate Social Responsibility expenses

As per Section 135 of the Companies Act 2013, the following is the detail of CSR expenses incurred by the
Company: Gross amount to be spent by the Company during the year ended 31 March 2020 is INR 186.27 lakhs
(previous year INR. 125.64 lakhs). Amount spent during the year ended 31 March 2020:
Particulars Amount spent Amount to Total
during the year be spent
i) For purpose mentioned as under* 186.14 0.13 186.27
*The areas for CSR activities are promoting education, health care, sanitation, digital literacy and livelihood enhancement and
participation on SOS Children’s Village Projects in Faridabad. The funds were primarily utilized through the year on the following
activities which are specified in Schedule VII of the Companies Act, 2013.
39 I The Group has established a comprehensive system of maintenance of information and documents as
required by the transfer pricing legislation under sections 92-92F of the Income-tax Act, 1961. Since the law
requires existence of such information and documentation to be contemporaneous in nature, the Group has got
the updated documentation for the international transactions entered into with the associated enterprises during
the financial year. During the year ended 31 March 2020, the holding company has also started availing services
from its overseas subsidiaries in accordance with the transfer pricing methodology under sections 92-92F of the
Income Tax Act, 1961. The management is of the opinion that its international transactions are at arm’s length so
that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of
tax expense and that of provision for taxation.
40 I During the year ended 31 March 2020, the IPO proceeds were utilised for furnishing of office premises
near Noida-Greater Noida Expressway, Uttar Pradesh and for general corporate purpose amounting to INR
2,008.40 lakhs and INR 1,281.00 lakhs respectively. As on 31 March 2020, the net proceeds of the public issue
are fully utilised.
204
Notes
COMPANY OVERVIEW
41 I Details of current Investments (refer note 10)

as at as at
Investment in mutual funds -FVTPL
STATUTORY REPORTS
Nippon India Short Term Fund- Direct 634,842.04 634,842.04 251.01 228.91
Plan- Growth option
ICICI Prudential Short Term Plan-Direct 2,098,216.14 860,076.95 930.90 346.96
Plan-Growth option
ICICI Prudential Credit Risk Fund -Direct 2,185,595.64 2,185,595.64 505.92 459.30
Plan- Growth option
Kotak Credit Risk Fund- Direct Plan- 2,194,751.05 2,194,751.05 514.89 472.75
Growth option
IIFL Wealth Finance Limited SR-A1- 20.00 20.00 257.35 242.95
June2022 LOA 13JU22 FVRS10LAC
IIFL Dynamic Bond Fund Reg- - 1,442,782.84 - 212.99
Growth option
Franklin India Short Term Income Plan - - 11,121.68 - 466.63
Retail Plan -Direct- Growth option
Aditya Birla Sun Life Credit Risk Fund- - 3,202,905.98 - 454.78
Direct-Growth option
UTI Credit Risk Fund- DirectPlan- Growth - 2,617,878.59 - 471.48
option
L and T Credit Risk Fund Direct Plan - 2,157,673.57 - 468.53
-Growth option
HDFC Short Term Debt Fund-Direct Plan- 2,403,804.13 - 550.19 -
growth option
DSP Liquidity Fund- Regular Plan- 21,276.15 - 600.45 -
Growth option
IDFC Bond Fund-Short Term Plan-growth option 1,153,064.73 - 500.00 -
Aditya Birla Sun Life Liquid Fund 220,614.74 - 700.99 -
-Growth-Regular Plan
Bharat bonds ETF 20,000.00 - 208.07 -
Investment in government
bonds-FVTOCI
8.40% IRFC 15YRS SR2A 18022029 (18- 40,000.00 40,000.00 467.71 455.66
Feb-2029)
7.35% NHAI LTD Tax free Bond 15YRS 45,000.00 45,000.00 500.96 482.62
SR2A Annual (11-Jan-2031)
8.54% PFC Tax free Bonds (Series 2A) 16,500.00 - 203.32 -
16/11/2028
7.04% IRFC Bond 03/03/2026 15.00 - 166.38 -
8.3% NHAI Tax free Bonds 25/01/2027 30,000.00 - 355.96 -
8.63% IRFC Bonds 26/03/2029 22,000.00 - 288.04 -
205
Notes

as at as at
Investment in Other Bonds-FCTOCI
Vijaya Bank SR-II 10.4 LOA Perpetual - 40.00 - 402.30
FVRS10LAC (27-Mar-2050)
State Bank of India Series 1 9.56% 30.00 - 306.31 -
NCD perpetual FVRS10Lac
ICICI Bank Limited SR DDE18AT 9.90 30.00 - 302.22 -
BD Perpetual FVRS10LAC
7,610.67 5,165.86
42 I Related party transactions

A. List of subsidiaries
Set out below is the list of subsidiaries:
Name of the company Country of Ownership interest
incorporation 31 March 2020 31 March 2019
Newgen Software Inc. United States of 100% 100%
America
Newgen Software Technologies Pte Limited Singapore 100% 100%
Newgen Software Technologies Canada Limited Canada 100% 100%
Newgen Software Technologies (UK) Limited United Kingdom 100% 100%
Newgen Software Technologies Pty Limited Australia 100% -
Newgen Computers Technologies Limited India 100% 100%
The principal place of business of all the entities listed above is the same as the respective country of incorporation.
B. Transactions with Key Management Personnel

A number of key management personnel, or their related parties hold positions in other entities that result in
them having control or significant influence over those entities.
Compensation of the Group’s key managerial personnel includes salaries, non-cash benefits and contributions
to post - employment defined benefit plan(see note 28)
Executive officers also participate in the Group’s share option plan as per the conditions laid down in that
scheme (see note 28 and note 34).
List of key management personnel and their relatives

Diwakar Nigam - Managing Director
T.S. Varadarajan - Whole Time Director
Priyadarshini Nigam - Whole Time Director
Arun Kumar Gupta - Chief Financial Officer
Virender Jeet - Senior Vice President (Sales and Marketing/Product)
Surender Jeet Raj - Senior Vice President (HR/Operations)
Tarun Nandwani - Senior Vice President (Business Management)
Usha Varadarajan - Relative of Whole Time Director - T.S. Varadarajan
Shubhi Nigam - Relative of Managing Director
Aman Mourya- Company Secretary
206
Notes
COMPANY OVERVIEW
List of non-executive and independent directors

Kaushik Dutta - Independent Director
Saurabh Srivastava - Independent Director
Subramaniam R Iyer - Independent Director
Ms Padmaja Krishnan - Independent Director
Key management personnel compensation
STATUTORY REPORTS
31 March 2020 31 March 2019
Salaries, wages and bonus* 1,174.61 1,043.33 389.66 348.95
Diwakar Nigam 278.99 174.90 82.42 8.42
T.S. Varadarajan 142.57 83.70 50.23 6.06
Priyadarshini Nigam 77.58 40.84 33.04 -
Arun Kumar Gupta 82.77 116.13 26.60 37.87
Virender Jeet 147.60 187.03 75.01 112.47
Surender Jeet Raj 191.46 166.52 62.70 96.86
Tarun Nandwani 148.35 176.18 58.65 86.40
Shubhi Nigam 88.48 84.15 - -
Aman Mourya 16.81 13.88 1.01 0.87
Dividend paid (excluding 1,402.83 933.99 - -

dividend distribution tax)
Diwakar Nigam 552.67 368.45 - -
T.S. Varadarajan 450.28 300.19 - -
Priyadarshini Nigam 239.07 159.38 - -
Virender Jeet 7.47 4.98 - -
Surender Jeet Raj 7.48 4.55 - -
Usha Varadarajan 135.85 90.57 - -
Share-based payments 93.69 57.17 - -

Virender Jeet - - - -
Surender Jeet Raj 56.92 - - -
*excludes provision for gratuity and compensated absences, as these are determined on the basis of actuarial valuation for the
Company as a whole and includes share-based payments and commission.

31 March 2020 31 March 2019
Sitting fees to independent director 45.25 41.00 12.35 8.10
Kaushik Dutta** 18.25 14.00 6.95 2.70
Saurabh Srivastava 13.00 13.00 2.70 2.70
Subramaniam R Iyer 14.00 14.00 2.70 2.70
Commission to independent director 50.01 - 47.49 -
Kaushik Dutta 16.67 - 15.83 -
Saurabh Srivastava 16.67 - 15.83 -
Subramaniam R Iyer 16.67 - 15.83 -
* includes sitting fees of INR 4.25 lakhs paid in Newgen Software Inc., USA
207
Notes
43 I Financial instruments – Fair values and risk management

A. Accounting classification and fair values
The following table shows the carrying amounts and fair value of financial assets and financial liabilities,
including their levels in the fair value hirarchy.
Financial assets
Financial assets measured
at fair value
Investments in mutual funds 10 5,019.75 - - 5,019.75 5,019.75 - - 5,019.75
at fair value
Other bank balances 12A - - 6,516.11 6,516.11 - - - -
Loans 6 and 13 - - 569.94 569.94 - - - -
5,019.75 2,590.92 52,655.47 60,266.14 7,610.67 - - 7,610.67
Financial liabilities `
Financial laibilities not
Lease liabilities 18 - - 3,630.29 3,630.29 - - - -
Trade payables 21 - - 2,750.76 2,750.76 - - - -
- - 17,953.99 17,953.99 - - - -

Financial assets
fair value
Investments in debt mutual funds 10 3,582.34 - - 3,582.34 3,582.34 - - 3,582.34
at fair value
Other bank balances 12A - - 2,139.40 2,139.40 - - - -
Loans 6 and 13 - - 407.08 407.08 - - - -
3,582.34 1,583.52 50,189.25 55,355.11 5,165.86 - - 5,165.86

FVTPL FVTOCI Amotised Cost Total Level 1 Level 2 Level 3 Total
Financial liabilities not -
Long-term maturities of finance 18 - - 1,320.15 1,320.15 - - - -
lease obligations (secured)
Trade payables 21 - - 2,160.57 2,160.57 - - - -
- - 13,842.50 13,842.50 - - - -
208
Notes
COMPANY OVERVIEW
The fair value of trade receivables, cash and cash equivalents, other bank balances, loans, other current financial
assets, current borrowings, trade payables and other current financial liabilities approximate their carrying
amounts, due to their short-term nature. Fair value of bank deposits included in non-current other financial assets
are equivalent to their carrying amount, as the interest rate on them is equivalent to market rate.
B. Measurement of fair values

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised
STATUTORY REPORTS
within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the
fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

is directly or indirectly observable inputs

is unobservable
Particulars Fair value Valuation technique Significant Inter-relationship
hierarchy unobservable between
inputs unobservable
inputs and fair
vale measurement
Financial assets
measured at FVTPL
Investments in debt Level 1 Market valuation technique: Investments Not applicable Not applicable
mutual funds traded in active markets are determined
Investments in by reference to quotes from the financial
arbitrage funds Level 1 institutions; for example: Net asset value
(NAV) for investments in mutual funds
declared by mutual fund house, quoted
price of equity shares in the stock
exchange etc.
Financial assets
measured at FVTOCI
Investments in bonds Level 1 Market valuation technique: The fair Not applicable Not applicable
value of bonds is based on direct and
market observable inputs.
Financial liabilities measured
at Amortised cost
Long term borrowings Level 2 Discounted cash flow: The valuation Not applicable Not applicable
model considers the present value of
Short term borrowings Level 2 expected payment, discounted using a
risk adjusted discount rate
There have been no transfers in either direction for the years ended 31 March 2020 and 31 March 2019.
C. Financial risk management

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and
interest rate risk), credit risk and liquidity risk.
i. Risk management framework
The Group’s board of directors has framed a risk management policy and plan for enabling the Group to
identify elements of risk as contemplated by the provisions of the Section 134 of the Companies Act 2013. The
Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set
appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The
Company, through its training and management standards and `procedures, aims to maintain a disciplined
and constructive control environment in which all employees understand their roles and obligations.
209
Notes
The Group’s audit committee oversees how management monitors compliance with the Group’s risk
management policies and procedures, and reviews the adequacy of the risk management framework in
relation to the risks faced by the Group. The audit committee is assisted in its oversight role by internal audit.
Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the
results of which are reported to the audit committee.
ii. 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 partially from the Group’s receivables from customers, loans
and investment in debt securities. The carrying amount of financial assets represent the maximum credit risk
exposure. The Group has credit policies in place and the exposures to these credit risks are monitored on an
ongoing basis.
The carrying amount of financial assets represent the maximum credit risk exposure. The maximum exposure
to credit risk at the reporting was:
31 March 2020 31 March 2019
Trade receivables 26,939.67 25,268.91
Loans 569.94 407.08
Cash and cash equivalents 10,011.04 15,775.13
Other bank balances 6,516.11 2,139.40
44,036.76 43,590.52
To cater to the credit risk for investments in mutual funds and bonds, only high rated mutual funds/bonds are
accepted.
The Group has given security deposits to vendors for rental deposits for office properties, securing services from
them, government departments. The Group does not expect any default from these parties and accordingly the
risk of default is negligible or nil.
Trade receivables and unbilled revenues are typically unsecured and derived from revenue earned from customers
primarily located in India, USA, EMEA and APAC.
Credit risk has always been managed by the Group through credit approval, establishing credit limits and
continuously monitoring the credit worthiness of customers to which the Group grants credit term in normal
course of business. Credit limits are established for each customers and received quarterly. Any sales/services
exceeding these limits require approval from the risk management committee.
The Group establishes an allowance for impairment that represents its expected credit losses in respect of trade
receivables. The management uses a simplified approach for the purpose of computation of expected credit
loss for trade receivables. In monitoring customer credit risk, customers are grouped according to their credit
characteristics, including whether they are an individual or legal entity, industry and existence of previous financial
difficulties, if any.
Trade and other receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
However, management also considers the factors that may influence the credit risk of its customer base, including
the default risk of the industry and country in which customers operate.
The Group establishes an allowance for impairment that represents its expected credit losses in respect of trade and
other receivables. The management establishes an allowance for impairment that represents its estimate of expected
losses in respect of trade and other receivables. An impairment analysis is performed at each reporting date.
210
Notes
COMPANY OVERVIEW
The Group’s exposure to credit risk for trade receivables by geographic region is as follows
Carrying amount
As at As at
31 March 2020 31 March 2019
India 7,103.27 9,300.31
USA 6,783.82 4,322.87
STATUTORY REPORTS
EMEA 9,503.08 8,536.22
APAC 3,549.50 3,109.51
26,939.67 25,268.91
The following table provides information about the exposure to credit risk and expected credit loss for trade
receivables from individual customers:

above 24 months past due 4,565.08 83.44% 3,808.96 No
32,428.16 5,488.49

12-15 months past due 3,488.12 37.12% 1,294.68 No
above 24 months past due 1,013.66 73.05% 740.49 No
29,202.56 3,933.65
Movement in allowance for impairment in respect of trade receivables

Impairment in trade
receivables
Amounts written off 1,804.79
Amounts written off 680.93
The impairment provisions for financial assets disclosed above are based on assumptions about risk of default
and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the
impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking
estimates at the end of each reporting period.
211
Notes
Debt securities
The Group limits its exposure to credit risk by investing only in liquid debt securities and only with counterparties
that have a credit rating A to AAA from renowned rating agencies.
The Group monitors changes in credit risk by tracking published external credit ratings. For its investment in
bonds, Group also reviews changes in government bond yields together with available press and regulatory
information about issuers
The exposure to credit risk for debt securities at FVTOCI and at FVTPL is as follows:-
Net carrying amount
As at As at
31 March 2020 31 March 2019
India 7,610.67 5,165.86
7,610.67 5,165.86
Basis experienced credit judgement, no risk of loss is indicative on Group’s investment in mutual funds and
government bonds.
Cash and cash equivalents and other bank balances

The Group held cash and cash equivalents of INR 10,011.04 lakhs at 31 March 2020 (31 March 2019: INR 15,775.13
lakhs) and other bank balances of INR 6,516.11 lakhs as at 31 March 2020 (31 March 2019: INR 2,139.40 lakhs). The
cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- to AAA,
based on renowned rating agencies.
Impact of COVID-19:
Financial instruments carried at fair value as at 31 March 2020 are ` 7,610.67 lakhs and financial instruments carried
at amortised cost as at 31 March 2020 are ` 52,655.47 lakhs. The financial assets are classified as Level 1 having
fair value of ` 7,610.67 lakhs as at 31 March, 2020. The fair value of these assets is marked to an active market
which factors the uncertainties arising out of COVID-19. The financial assets carried at fair value by the Group are
mainly investments in liquid debt securities and government bonds and accordingly, any material volatility is not
expected, other than only factored in the fair value.
Financial assets of ` 16,527.15 lakhs as at 31 March 2020 carried at amortised cost is in the form of cash and cash
equivalents, bank deposits and earmarked balances with banks where the Group has assessed the counterparty
credit risk. Trade receivables of ` 26,939.67 Lakhs as at 31 March 2020 forms a significant part of the financial
assets carried at amortised cost, which is valued considering provision for allowance using expected credit loss
method. The Group closely monitors its customers who are going through financial stress and assesses actions
such as change in payment terms, discounting of receivables with institutions on recourse basis, recognition
of revenue on collection basis etc., depending on severity of each case. In addition to the historical pattern of
credit loss, we have considered the likelihood of increased credit risk and consequential default considering
emerging situations due to COVID-19. The same assessment has also been done in respect of unbilled receivables
of ` 7,767.02 lakhs as at 31 March 2020. Basis this assessment, the allowance for doubtful trade receivables of
` 5,488.49 Lakhs as at 31 March 2020 is considered adequate.
iii. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when
they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking
damage to the Group’s reputation.
The Group’s primary sources of liquidity include cash and bank balances, deposits, undrawn borrowings and
cash flow from operating activities. As at 31 March 2020, the Group had a working capital of INR 32,712.33
lakhs (31 March 2019: INR 33,813 lakhs) including cash and cash equivalent of INR 10,011.04 lakhs (31 March
2019: INR 15,775.13 lakhs), other bank balances of INR 6,516.11 lakhs (31 March 2019: 2,139.40 lakhs) and current
investments of INR 7,610.67 lakhs (31 March 2019: INR 5,165.86 lakhs).
212
Notes
COMPANY OVERVIEW
onsequently, the Group believes its revenue, along with proceeds from financing activities will continue to
C
provide the necessary funds to cover its short term liquidity needs. In addition, the Group projects cash flows and
considering the level of liquid assets necessary to meet liquidity requirement.
In addition, the Group had access to the following undrawn borrowing facilities at the end of the reporting year
Particulars Total 2 months 2-12 months 1-2 years 2-5 years More than
STATUTORY REPORTS
or less 5 years
As at 31 March 2020 546.79 - 546.79 - - -
As at 31 March 2019 227.36 - 227.36 - - -
Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are
gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Finance lease obligations (including 3,630.29 9,151.73 322.58 1,356.53 1,310.38 894.60 5,267.64
current maturities)
Employee related payables 3,511.39 3,511.39 2,560.80 950.59 - - -
Total 17,939.60 23,461.04 5,634.14 10,354.28 1,310.38 894.60 5,267.64

Non-derivative financial liabilities
Finance lease obligations (including 1,320.15 6,509.56 - 427.63 396.90 351.54 5,333.49
current maturities)
Employee related payables 3,340.15 3,340.15 3,340.15 - - - -
Total 13,842.50 19,031.91 5,500.72 7,449.26 396.90 351.54 5,333.49
Interest payment on variable interest rate loan in the table above reflect market forward interest rates at the
reporting dates and these amount may change as market interest changes
iv. Market risk

Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and
equity prices – will affect the Group’s income or the value of its holdings of financial instruments. Market
risk is attributable to all market risk sensitive financial instruments including foreign currency receivables
and payables and long term debt. We are exposed to market risk primarily related to foreign exchange
rate risk, interest rate risk and the market value of our investments. Thus, our exposure to market risk is a
function of investing and borrowing activities and revenue generating and operating activities in foreign
currency. The objective of market risk management is to avoid excessive exposure in our foreign currency
revenues and costs.
213
Notes
v. Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because
of changes in foreign exchange rates. The Company is exposed to currency risk on account of its borrowings,
receivables and other payables in foreign currency. The functional currency of the Company is Indian Rupee.
The foreign currency exchange management policy is to minimize economic and transactional exposures
arising from currency movements against the US dollar, Euro, Great Britain Pound, Canadian dolar, Abar
Emirates Dhiram, Saudi Riyal, Singapore dollar, Australian dollar, Malaysian Ringgit and Hong Kong dollar. The
Company manages the risk by netting off naturally-occurring opposite exposures wherever possible, and
then dealing with any material residual foreign currency exchange risks if any.
Exposure to currency risk

The currency profile of financial assets and financial liabilities as at 31 March 2020 and 31 March 2019 are as
below:
(lakhs) (lakhs)
Financial assets
Trade and other receivables*
USD 222.03 16,738.68 204.78 14,178.50
AED 5.22 107.07 7.74 145.94
CAD 4.98 265.73 4.84 251.43
EUR 0.78 64.60 0.90 70.12
GBP 3.57 328.58 6.35 574.78
SAR 2.06 41.36 2.12 39.09
SGD 23.91 1,267.39 11.52 584.41
MYR 1.62 28.30 - -
AUD 0.17 8.08 - -
Bank balance-Dubai AED 5.78 118.65 7.33 138.32
Bank balance-EEFC USD 6.87 518.17 19.80 1,369.49
Travelling Advance to USD 0.67 47.72 1.32 89.36

employees
AED 0.70 13.85 1.15 22.01
CAD 0.02 0.92 0.09 5.16
GBP 0.02 1.87 0.03 2.90
SGD 0.02 0.87 0.16 8.68
EURO - - 0.08 6.83
SAR 0.51 10.04 - -
HKD 0.06 0.56 - -
Trade and other payables
USD (20.44) (1,498.18) (21.40) (1,468.91)
SGD (1.02) (53.34) (0.90) (45.82)
SAR (0.47) (8.86) (0.78) (14.20)
AED (0.17) (3.16)
AUD (8.35) (395.32) - -
Short term borrowings USD (98.86) (7,453.21) (97.91) (6,772.64)

* gross of loss allowance
214
Notes
COMPANY OVERVIEW
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against US dollar, Euro, Great Britain Pound,
Canadian dolar, Abar Emirates Dhiram, Saudi Riyal, Singapore dollar, Australian dollor, Malaysian Ringgit and Hong
Kong Dollar at reporting date would have affected the measurement of financial instruments denominated in foreign
currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
STATUTORY REPORTS
Effect in Lakhs of INR For the year ended 31 March 2020 For the year ended 31 March 2019
Strengthening Weakening Strengthening Weakening
1% movement
USD 83.13 (83.13) 73.73 (73.73)
EUR1 0.64 (0.64) 0.77 (0.77)
GBP1 3.34 (3.34) 4.96 (4.96)
CAD1 2.67 (2.67) 2.56 (2.56)
SGD1 12.14 (12.14) 5.92 (5.92)
AED1 2.38 (2.38) 3.03 (3.03)
SAR1 0.42 (0.42) 0.25 (0.25)
HKD1 0.01 (0.01) - -
MYR1 0.28 (0.28) - -
AUD1 (3.78) 3.78 - -
101.23 (101.23) 91.22 (91.22)
vi. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest
rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in
the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing
investments will fluctuate because of fluctuations in the interest rates.
a) Exposure to interest rate risk
The Group is exposed to both fair value interest rate risk as well as cash flow interest rate risk arising both on
short-term and long-term floating rate instruments.
The interest rate profile of the Group’s interest-bearing financial instruments is as follows:
Nominal amount in INR
31 March 2020 31 March 2019
Fixed-rate instruments
Financial assets 13,531.31 13,401.45
Financial liabilities 3,630.29 (1,320.15)
17,161.60 12,081.30
Variable-rate instruments
Financial liabilities (7,453.21) (6,772.64)
(7,453.21) (6,772.64)
Total 9,708.39 5,308.66
Fair value sensitivity analysis for fixed-rate instruments
The Group accounts for investments in government and other bonds as fair value through other comprehensive
income. Therefore, a change in interest rate at the reporting date would have impact on equity.
(decreased) equity by INR 16.84 lakhs after tax (31 March 2019: INR 10.30 lakhs).
Cash flow sensitivity analysis for variable-rate instruments
(decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in
particular foreign currency exchange rates, remain constant.
215
Notes
Profit or loss
100 bp increase 100 bp decrease
31 March 2020
31 March 2019
Market price risk

a) Exposure
The Group’s exposure to mutual funds and bonds price risk arises from investments held by the Group and
classified in the balance sheet as fair value through profit and loss and at fair value through other comprehensive
income respectively.
To manage its price risk arising from investments, the Group diversifies its portfolio. Diversification of the
portfolio is done in accordances with the limits set by the Group.
Group is having investment in mutual funds, government bonds, other bonds and investment in subsidiaries.
For such investments classified at Fair value through other comprehensive income, a 2% increase in their fair
value at the reporting date would have increased equity by INR 33.68 lakhs after tax (31 March, 2019: INR
20.59 lakhs). An equal change in the opposite direction would have decreased equity by INR 33.68 lakhs after
tax (31 March, 2019: INR 20.59 lakhs)
For such investments classified at Fair value through profit or loss, the impact of a 2% increase in their fair
value at the reporting date on profit or loss would have been an increase of INR 65.26 lakhs after tax (31 March,
2019: INR 46.61 lakhs). An equal change in the opposite direction would have decreased profit or loss by INR
65.26 lakhs after tax (31 March, 2019: INR 46.61 lakhs)
44 I Capital Management
The Group’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. Management monitors the return on capital as well as the level
of dividends to ordinary shareholders.
The Group manages its capital structure and makes adjustments to it as and when required. To maintain or adjust
the capital structure, the Group may pay dividend or repay debts, raise new debt or issue new shares. No major
changes were made in the objectives, policies or processes for managing capital during the year ended 31 March
2020 and 31 March 2019.
The Group monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net
debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under finance
leases, less cash and cash equivalents. Adjusted equity comprises all components of equity
The Group capital consists of equity attributable to equity holders that includes equity share capital, retained
earnings and long term borrowings.
As at As at
31 March 2020 31 March 2019
Less: Cash and cash equivalent 10,011.04 15,775.13
Adjusted net debt (a) 1,072.45 (7,682.34)
Total equity (b) 54,906.64 49,670.66
Total equity and net debt (a+b) = c 55,979.09 41,988.32
Capital gearing ratio (a/c) 1.92% -18.30%
As a part of its capital management policy the Group ensures compliance with all covenants and other capital
requirements related to its contractual obligations.
216
Notes
COMPANY OVERVIEW
45 I Segment reporting
A. Basis for segmentation
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of
the Group’s other components, and for which discrete financial information is available.
STATUTORY REPORTS
The Group’s board of directors have been identified as the Chief Operating Decision Makers (CODM) since
they are responsible for all major decisions in respect of allocation of resources and assessment of the
performance on the basis of the internal reports/ information provided by functional heads. The board
examines the performance of the Group based on such internal reports which are based on operations in
various geographies and accordingly, have identified the following reportable segments:
• India
• Europe, Middle East and Africa (EMEA)
• Asia Pacific (APAC)
• United States of America (USA)
• Australia
B. Information about reportable segments

Segment
Revenue
External revenue 19,499.82 20,734.45 7,556.53 18,284.82 0.00 66,075.62
Total Segment Revenue 19,499.82 20,734.45 7,556.53 18,284.82 0.00 66,075.62
Segment profit/(loss) before 1,738.54 4,431.59 2,263.24 2,422.78 (377.24) 10,478.91

income tax
Segment assets 10,204.77 14,386.81 5,669.50 10,373.98 126.65 40,761.71
Segment liabilities 5,349.50 6,467.29 1,928.31 5,803.79 37.54 19,586.43
Capital expenditure during the year 3,863.14 0.50 0.96 48.02 1.67 3,914.29

Segment
Revenue
External revenue 20,013.53 17,742.56 6,889.85 17,418.21 - 62,064.15
Total Segment Revenue 20,013.53 17,742.56 6,889.85 17,418.21 - 62,064.15
Segment profit/(loss) before 3,389.00 3,754.31 2,273.50 3,526.63 - 12,943.44

income tax
Segment assets 11,904.61 12,156.06 4,450.97 6,596.41 - 35,108.05
Segment liabilities 4,571.86 5,336.58 1,505.70 3,331.82 - 14,745.96
Capital expenditure during the year 653.24 - 2.70 8.97 - 664.91
217
Notes
C. Reconciliations of information on reportable segments to Ind AS

31 March 2020 31 March 2019
(a) Revenue
Total revenue for reportable segments 66,075.62 62,064.15
Total revenue 66,075.62 62,064.15
(b) Profit / (loss) before tax

Total profit before tax for reportable segments 10,478.91 12,943.44
Unallocated amounts:
- Unallocated income 2,096.29 2,037.97
- Other corporate expenses (3,101.03) (1,623.22)
Total profit before tax from operations 9,474.17 13,358.19
(c) Assets
Total assets for reportable segments 40,761.71 35,108.05
Total assets 87,107.65 74,260.42
(d) Liabilities
Total liabilities for reportable segments 19,586.43 14,745.96
C. Information about major customers

No customer individually accounted for more than 10% of the revenues in the year ended 31 March 2020
and 31 March 2019.
D. Unallocated assets, liabilities, revenue and expenses

Certain assets, liabilities, revenue and expenses are not specifically allocable to individual segments as the
underlying services are used interchangeably. The Company believes that it is not practicable to provide
segment disclosures relating to such assets, liabilities, revenue and expenses and accordingly such assets,
liabilities, revenue and expenses are separately disclosed as ‘unallocated’.
46 I Standards issued but not yet effective

Ministry of Corportate Affairs (“MCA”) notifies new statndard or amendments to the existing standards. There
is no such notification which would have been applicable from 1 April 2020.
47 I As at 31 March 2020, the Company has gross foreign currency receivables amounting to INR 18,849.78 lakhs
(previous year INR 15,898.33 lakhs). Out of these receivables, INR 1,992.90 lakhs (previous year INR 355.39
lakhs) is outstanding for more than 15 months. As per circular RBI/2019-20/206 A. P. (DIR series) circular no.
27 , receipt for export goods should be realized within a period of 15 months from the date of export. The
Company must file extension with AD Bank & as per the requirements of circular no. RBI/2015-16/395 A. P.
(DIR series) Circular no. 68 dated May12, 2016, in one calendar year, the Company is allowed to seek extension
for an amount equivalent to 10% of the average export collection of the last 3 years only and pursuant to the
same, the Company is in the process of applying for approval to seek extension of time beyond 15 months
from export date. The management is of the view that the Company will be able to obtain approvals from
the authorities for realising such funds beyond the stipulated timeline without levy of any penalties as it had
bonafide reasons that caused the delays in realization.
218
Notes
COMPANY OVERVIEW
48 I Additional information pursuant to Para 2 of general instruction for the preparation of consolidated financial
statement
Name of the enterprise Net assets (Total assets-Total liabilities)
31 March 2020 31 March 2019
As % of Amount As % of Amount
consolidated consolidated
STATUTORY REPORTS
net assets net assets
Parent 95.97% 52,692.54 97.44% 48,397.42
Indian Subsidiary
Newgen Computers Technologies Limited 0.13% 68.83 0.13% 62.53
Foreign Subsidiaries
Newgen Software Inc. USA. 3.78% 2,072.91 2.71% 1,344.27
Newgen Software Technologies UK Ltd. 0.44% 240.89 0.42% 207.50
Newgen Software Technologies Canada Ltd. 0.35% 194.83 0.29% 145.56
Newgen Software technologies PTE Ltd 1.05% 576.77 0.73% 361.49
Newgen Software technologies PTY Ltd 0.87% 476.35 - -
Adjustment arising out of consolidation -2.58% (1,416.48) -1.71% (848.11)
Total 100.00% 54,906.64 100.00% 49,670.65
Name of the enterprise Share in profit and loss after tax

31 March 2020 31 March 2019
As % of Amount As % of Amount
consolidated consolidated
profit and loss profit and loss
Parent 90.62% 6,591.23 93.76% 9,583.08
Indian Subsidiary
Newgen Computers Technologies Limited 0.09% 6.30 0.05% 4.62
Foreign Subsidiaries
Newgen Software Inc. USA. 7.51% 546.45 4.10% 419.38
Newgen Software Technologies UK Ltd. 0.36% 26.52 0.21% 21.13
Newgen Software Technologies Canada Ltd. 0.62% 45.02 0.42% 42.46
Newgen Software technologies PTE Ltd 2.67% 194.34 1.27% 130.00
Newgen Software technologies PTY Ltd 0.19% 14.12 - -
Adjustment arising out of consolidation -2.07% (150.52) 0.20% 20.22
Total 100.00% 7,273.46 100.00% 10,220.89
116231W / W-100024
UDIN: 20092212AAAABN8911 DIN: 00263222
219
Notes
https://www.newgensoft.com

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Newgen Software Technologies Limited

Date: 2nd July, 2020

Dear Sir/ Ma'am,

This is for your kind information and record.

For Newgen Software Technologies Limited

AMAN Digitally signed by

MOURYA Date: 2020.07.02

NOTICE OF 28TH ANNUAL GENERAL MEETING

a) If the mobile number of the member is (vii) 

DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE

Name of Director Mrs. Priyadarshini Nigam

Statutory Reports Financial Statements

To view this report online,

Large 56% Annuity Revenues

57% Banking & FS

Empowering Businesses with

OUR PRODUCT suites

Digitise Process & Adapt Communicate

OmniDocs OmniFlow iBPS OmniOMS

Enterprise Content Business Process & Customer Communication

Deliver contextual Create smarter Listen, personalise,

We are a low-code digital automation

IAM/SSO RPA AI/ML API

Blockchain Cloud/ Analytics

Low Code Application

Content Communication Processes

Recognition of Our Solutions

3,468 4,271 5,124 6,206 6,608

FY 2019-20 Revenue Concentration

1,405 1,707 2,209 3,030 3,686

FY 2019-20 Revenue Split

278 513 729 1,022 727

Our reach is being further expanded globally through

Empowerment through Research

KEY PATENTS ISSUED

Doing More with Sales, Marketing,

approach, which is a Our SI partner ecosystem has been strengthened

part of our marketing management include workshops, webinars,

Doing More in The Newgen Family

Seamless Transition to Remote Working

conceptualised, Our committed workforce ensured that Newgen

resources. Therefore, Empowering Values and Culture

the collective growth Perfectly aligned with Newgen’s Leadership Code,

Empowering Communities - Making an Impact

NEWGEN CSR INITIATIVES

Soami Nagar Model

Remedial Education Programme Mid-Day Meal Programme

Harkesh Nagar, Delhi 2,600 Students

Tekhand, Delhi 1,400 Students

Sangam Vihar, Delhi 940 Students

Nandambakkam, Chennai 800 Students

Family-Based Care Programme

Personality Development Programme

Kamini, has been part of the Newgen Sadbhavna

Manish Rawat, 19, has been attending Sadbhavna

Connecting the Dots: An Effort to

Newgen Digital Discovery Paathshala

Remedial Education Newgen Alumni

Personality Development Programme

Subramaniam Ramnath Iyer

a) If the mobile number of the member is (vii)

7. CAPITAL STRUCTURE: 10.

V. The Directors had laid down internal financial

16. REPORTING OF FRAUDS BY AUDITORS: 21. CONSERVATION OF ENERGY, TECHNOLOGY

e) Exercise price or pricing ` 63/-

v. Weighted-average exercise prices and • Weighted-average exercise prices: ` 63/-

1. INTRODUCTION: (3) Formulating the criteria for evaluation of

7. RECRUITMENT STRATEGY AND 8.3 KMPs and Senior Management Personnel

• To meet an urgent and specific need of 13. REMUNERATION DUTIES:

12.1 Determining the appropriate size, diversity 14. BOARD DIVERSITY

1. Details of contracts or arrangements or transactions not at arm’s length basis

2. Details of material contracts or arrangement or transactions at arm’s length basis

2. The Composition and Number of Meetings of the CSR Committee:

(a) Permanent Employees participant: 45%

I. COMPANY’S PHILOSOPHY ON CORPORATE is managed by the Board of Directors in co-