Investor News : Archive

Pursuant to the changes in Key Managerial Personnel of the Company as approved by the Board, following are the revised authorities issued under Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirement) Regulation, 2015.

*Note – The schedule of investor meeting was intimated in this regard on December 11, 2017. The date of said meeting was changed from December 13, 2017 to December 15, 2017.​

This is to inform you that the Board of Directors of the Company at its meeting held on November 1, 2017, which commenced at 3.30 p.m. and concluded at 05.59 p.m., inter-alia, unanimously noted and/or approved, the following:-

1. Mr. VK Mundhra has vacated the office of Chairman & Non-Executive Director of the Company with immediate effect. Mr. Pradeep Kapoor was appointed as the Chairman of the Board of Directors of the Company. ​
2. Unaudited Financial Results along with the Limited Review Report issued by the Statutory Auditors, for the quarter/period ended on September 30, 2017. The Financials, earnings presentation and other details are attached herein;
3. Amendments to the Nomination and Remuneration Policy. The said policy is available on the website of the Company under “Investor Relations” section.

Further, in continuation of our earlier communication dated September 22, 2017, please note that the Board noted and approved the resignation of Mr. Gaurav Tongia as Company Secretary and Compliance Officer effective from close of business hours on November 17, 2017. Mr. Rohitash Gupta, CFO, shall act as Compliance officer effective November 18, 2017 till the time vacancy for the said post is filled;

This is to inform you that a Meeting of Board of Directors of the Company will be held on Wednesday, November 1, 2017, inter-alia, to approve and take on record the Un-audited Financial Results for the quarter and half year ended on September 30, 2017.

Pursuant to the Code of Conduct of the Company under the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Trading Window for dealing in securities of the Company has been closed with effect from October 1, 2017, until 48 hours after the outcome of the Board meeting is announced.​​

The Company is in receipt of communication from Mr. Gaurav Tongia, dated September 21, 2017, tendering his resignation as the Company Secretary and Compliance Officer of eClerx Services Limited and the same will also be noted by the Board at its next meeting.​

Note:

1. The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
2.  Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings.​​

“The Board of Directors of the Company at its meeting held on August 11, 2017,
which commenced at 12:05 p.m. and concluded at 1·.35 p.m., inter-alia, unanimously noted and/or approved, the following :-
1. Unaudited Financial Results along with the Limited Review Report issued by the Statutory Auditors, for the quarter ended on June 30, 2017. The Financials, earnings presentation and other details are attached herein;
2. eCierx LLC, US (a subsidiary of the Company) to purchase assets from TwoFour Holdings, LLC, US (and its subsidiaries);
3. Amendments to the Corporate Social Responsibility Policy and the said CSR policy is available on the website of the Company under “”lnvestor Relations”” section.
“

Newspaper advertisement – Notice of 17th AGM, Book closure & Remote e-voting information.

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

‘Board of Directors of the Company at its meeting held on May 30, 2017, which commenced at 11:00 a.m. and concluded at 2.09 p.m., inter-alia, unanimously approved, the following:-
1. Approved Standalone and Consolidated Audited Financial Results alongwith annexures; schedules and report(s) thereon /thereto for the quarter /financial year/period ended on March 31 , 2017. The Audited Financial results so taken on record are attached for your information and record alongwith requisite Auditors’ report and Declaration on unmodified opinion on Auditors’ Report with respect to Audited Financial Results (Standalone and Consolidated) of the Company for the quarter and year
ended March 31 , 2017.
2. Recommended the Dividend of Re. 1.00/- (Rupee One Only) per equity share of Rs. 10/- each for the year 2016-17. The dividend, if approved by shareholders at the ensuing Annual General Meeting, will be paid on/after Monday, August 28,2017.
3. Resolved to seek shareholders’ approval, for appointment of a Director in place of V. K. Mundhra,[DIN: 00282180], who retires by rotation and being eligible, offers himself for re-appointment.
4. Resolved to seek shareholders’ approval, at the ensuing AGM, for ratification of appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company.
5. Resolved to seek shareholders’ approval, at the ensuing AGM, for appointment of Shailesh Kekre, [DIN: 07679583], as a Director in the capacity of Non-Executive Independent Director.
6. Resolved to convene the Seventeenth Annual General Meeting of the Company, on Tuesday, August 22, 2017, and approved the AGM notice and related documents.
7. Resolved to fix up the book closure from Wednesday, August 16, 2017 to Tuesday, August 22, 2017 (both days inclusive) for the purpose of the AGM and dividend.
In addition to this the Nomination and Remuneration Committee of the Company granted 382,663 options to the employees of the Company under ESOP 2015 Scheme I Plan at an exercise price of Rs. 1294.00/per option.

Please note that our corporate office address will stand changed effective April 30, 2017 as per details below: Old Address eClerx Services Ltd. 1102, 11 Floor, Tower-2, Indiabulls Finance Centre, 612/613, S. B. Marg, Elphinstone Road (W), Mumbai – 400013 New Address eClerx Services Ltd. 4th Floor, Express Towers, Nariman Point, Mumbai – 400 021

Winding up of eClerx Investment Ltd, subsidiary of the Company, based in British Virgin Islands, has been completed on March 28, 2017. The same was intimated to the Company on March 29, 2017 by the relevant local authority. The subsidiary was wound up for maintaining lean organization structure and better administrative control.

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Board of Directors of the Company at its meeting held on March 15, 2017,
which commenced at 11.00 a.m. and concluded at 12.55 p.m., inter-alia, unanimously approved, the following:-
1. Approved appointment of Mr. Shailesh Kekre as an Additional Director of the Company, with effect from March 15, 2017, who joins the Board as a Non Executive Independent Director.
2. Amendments to Code of Conduct for prohibition of Insider Trading and Code for Fair Disclosure.
The said Code is attached and is also available on the website of the Company under “Investor Relations” section.

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

“The Board of Directors of the Company at its meeting held on February 8, 2017,
which commenced at 01:30 p.m. and concluded at 3.10 p.m., inter-alia, unanimously approved, the following:-
1. Unaudited Financial Results along with the Limited Review Report issued by the Statutory Auditors, for the quarter and nine months ended on December 31, 2016;
2. Dissolution of Share Buyback Committee which was constituted for the recent buyback of equity shares;
3. Amendments to the Policy Governing Transactions with Related Parties and Material Non-listed Subsidiaries, Nomination and Remuneration Policy and Corporate Social Responsibility Policy.
The said policies are available on the website of the Company under “”Investor Relations”” section.
Further, the Board took note of the change in majority shareholder of CLX Thai Company Limited, step down subsidiary.”

Post Buy-Back Public Announcement dated December 20, 2016

“Agilyst Inc. USA, step down subsidiary of the Company, having its registered office at 1880 John F Kennedy Blvd, Suite 400, Philadelphia, PA 19103, USA, has been merged into eClerx LLC, USA, wholly owned subsidiary of the Company, having its registered office at 286 Madison Avenue, 14th Floor, New York, NY 10017, USA. The merger aims at administrative convenience and maintaining lean corporate structure.

The said merger was approved by the relevant State Authorities under applicable US laws and is effective from January 01, 2017.”

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

Letter of Offer dated Novemeber 16, 2016 for Buy-Back of equity shares

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

“The Board of Directors of the Company at its meeting held on November 7, 2016, which commenced at 01 :00p.m. and concluded at 2.32 p.m., inter-alia, unanimously approved, the following:-
1. Unaudited Financial Results along with the Limited Review Report issued by the Statutory Auditors,
for the quarter and half year ended on September 30, 2016;
2. Approved the Dividend Distribution Policy required to be adopted under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015
The above referred policy shall be made available on the website of the Company viz. www.eclerx.com”

Public Announcement dated October 14, 2016 for Buy-back of equity shares

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

“the Board of Directors of the Company at its meeting held on August 29, 2016,
which commenced at 1:30 p.m. and concluded at 4.21 p.m., inter-alia, unanimously approved, the
following :-
1. Approved unaudited Quarterly Financial Results as attached along with the Limited Review Report issued by the Statutory Auditors, for the quarter I period ended on June 30, 2016;
2. Appointed M/s. Mehta & Mehta, Company Secretaries, as the Secretarial Auditor of th~ Company for financial year 2016-1 7.
3. Approved a proposal for Buyback of Equity Shares 0f the Company, subject to approval by the shareholders, for an aggregate amount not exceeding Rs. 234 Crores (Rupees Two Hundred and Thirty Four Crores only) (hereinafter referred to as the “”Maximum Buyback Size””) and being within 25% of the total paid-up equity capital and free reserves of the Company as on March 31 , 2016 (being the date of the last audited accounts of the Company), at a price not exceeding Rs. 2,200 (Rupees Two Thousand Two Hundred only) per Equity Share (hereinafter referred to “”Maximum Buyback Price””) from all existing shareholders of the Company on the record date fixed for the said purpose, on a proportionate basis through “”Tender Offer”” route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 (“”Buyback Regulations””) (including any statutory modification(s) or re-enactment of the Act or Buyback Regulations, for the time being in force) and the Companies Act, 2013 and rules made thereunder.

Please click on the link below for the further information submitted to stock exchanges regarding Buy-Back of shares: PDF Link

Proceedings of 16th Annual General meeting of the Company

“The Hon’ble High Court of Bombay, at its hearing held on July 01, 2016, has approved the Scheme of Amalgamation between Agilyst Consulting Private Limited and eClerx Services Limited and their respective shareholders with effect from the appointed date of April 01, 2015.

Further, the certified copy of the aforesaid High Court order is expected to be received shortly and thereafter will be filed with the Registrar of Companies, Mumbai, and upon such filing the said High Court order sanctioning the Scheme of Amalgamation of Agilyst Consulting Private Limited into eClerx Services Limited would become effective.
“

‘The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings.’

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

Public Notice for 16th AGM and e-voting information

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

“The Board of Directors of the Company at its meeting held on May 20, 2016, which
commenced at 11:00 a.m. and concluded at 02:01 p.m., inter-alia
1. Approved Audited Financial Results alongwith annexures: schedules and report(s) thereon /thereto for the quarter /financial year/period ended on March 31, 2016. The Audited Financial results so taken on record are attached for your information and record alongwith requisite Auditors’ report and Form A
2. Recommended the Dividend of Re. 1.00/- (Rupee One Only) per equity share of Rs. 10/- each for the year 2015-16. The dividend, if approved by shareholders at the ensuing Annual General Meeting, will be paid on/after Monday, July 18, 2016.
3. Resolved to seek shareholders’ approval, for appointment of a Director in place of Anjan Malik [DIN:01698542], who retires by rotation and being eligible, offers himself for re-appointment.
4. Resolved to seek shareholders’ approval, at the ensuing AGM, for ratification of appointment of M/s. S.R.Bat!iboi & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company.
5. Resolved to convene the Sixteenth Annual General Meeting of the Company, on Wednesday, July 13, 2016, and approved the AGM notice and related documents.
In addition to this the Nomination and Remuneration Committee of the Company granted 324,162 options to the
employees of the Company under ESOP 2015 Scheme / Plan at an exercise price of Rs. 1379.15/- per option.”

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

“With reference to the Outcome of Board meeting held on August 10, 2015 vide which it was intimated that Board of Directors had accorded enabling approval for investment(s) upto Rs. 20 Million (Rupees Twenty Million Only) under Company’s employee initiatives towards talent and entrepreneurship encouragement, entailing inter-corporate investment(s), inter-alia, into the equity capital of investee company(ies).

eClerx Services Ltd has now informed BSE that the Company has partly invested aforesaid fund, into BuyTestSeries.com which is an e-commerce marketplace for online test series and courses and is co-founded by Shirish Bhatt, Himanshu Jain and Gaurav Golwalkar with an aim of becoming the leading aggregator for eLearning products and technology partner of choice for coaching classes. BuyTestSeries was picked out of about 28 employee business plans under an initiative to promote one of Company’s core values of entrepreneurship.”

The Schedule of aforesaid meetings is subject to change. Changes may happen due to exigencies on the part of investors/ funds /Company.
Investors/Funds may also subsequently approach the Company for any clarifications regarding the discussions during the aforesaid meetings

“The Board of Directors of the Company at its meeting held on January 29, 2016, which
commenced at 11 :45 a.m. and concluded at 2.35 p.m., inter-alia
1. Approved Unaudited Financial Results as attached along with the Limited Review Report issued by the Statutory Auditors, for the quarter and nine months ended on December 31, 2015.
2. Appointed M/s Aneja Advisory Pvt. Ltd, Chartered Accountants, as the Internal Auditors of the Company
till the period ending on March 31, 2017.”

“The Stakeholders’ Relationship Committee of the Company, vide its resolution dated December 21, 2015, approved the issue and allotment of 10,180,609 Bonus shares of Rs. 10/- each to the members of the Company as on the Record Date i.e. December 18, 2015.

Consequent to this allotment, the paid up and issued capital of the Company, stands increased from 30,541,829 of Rs. 10/- each to 40,722,438 of Rs. 10/- each.”

The Board of Directors of the Company at its meeting held on  November 2, 2015 inter-alia, unanimously transacted the following business:
1. Approved the Unaudited Standalone and Consolidated Financial Results of the Company for the quarter ended September 30, 2015.
2. Recommendation for issue of Bonus Shares in the ratio of 1 (One) Bonus equity share of Rs 10/- each for every 3 (Three) existing fully paid up equity shares of Rs 10/- each held in the Company. The approval of shareholders for the aforesaid bonus issue shall be obtained through Postal Ballot.
3. In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which are going to be effective from December 01 2015:
– Adoption of “Policy on preservation of documents and archival policy”;
– The Board in-principally approved the adoption of “Policy for determining material events or information and its disclosure” and authorised Directors and officers of the Company to further refine it and then implement the same.
– Amendment of “Policy governing Transactions with Related Parties and Material Non-Listed Subsidiaries”
The Board also took note of the amendments to the Code of Conduct for Prohibition of Insider trading and Code for Fair Disclosure, primarily, pursuant to the circular issued by SEBI on September 18, 2015, on revised disclosure formats, regarding SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company acquired Agilyst Inc. USA in May 2012. In this context, it is hereby informed that one of the major clients of Agilyst Inc has now decided to contract directly with the Company (eClerx Services Limited), given the much better physical and IT infrastructure of the Company and also its stronger financial position. Consequently, this client will also terminate its contract with Agilyst, Inc.

It is believed that while this decision of client to move business from Agilyst Inc. to the Company, may not have much impact on Consolidated Financials of the Company, however it will have a material impact on the standalone financials in the books of accounts of the Company and Agilyst Inc. USA”

‘The Board of Directors of the Company at its meeting held on September 11, 2015 inter-alia:-
1. Approved the Scheme of Amalgamation of Agilyst Consulting Private Limited with eClerx Services Limited, and their respective Shareholders (‘Scheme of Amalgamation’ or ‘Scheme’) for amalgamation of Agilyst Consulting Private Limited with eCierx Services Limited subject to all relevant approvals, as recommended by Audit Committee.
The Salient features of the Scheme of Amalgamation are, inter-alia as under:
a) The Scheme of Amalgamation provides for the Amalgamation of Agilyst Consulting Private Limited (defined as Amalgamating Company in the Scheme) into its ultimate holding company i.e. eCierx Services Limited (defined as Amalgamated Company in the Scheme).
b) The Appointed date of the Scheme of Amalgamation is fixed as April 1, 2015.
c) All properties, assets and rights, etc. (as defined in the Scheme) of the Amalgamating Company shall become the properties, assets and rights etc. of the Amalgamated Company.
d) All liabilities (as defined in the Scheme) of the Amalgamating Company shall become the liabilities of the Amalgamated Company.
e) The transfer of the Amalgamating Company will be on a going concern basis.
f) Since all the shares of Agilyst Consulting Private Limited are held by Agilyst Inc., which is a wholly owned subsidiary of eCierx Investments Limited, which in turn is wholly owned subsidiary of eCierx Services
Limited, upon the Scheme being sanctioned by the High Court and on transfer and vesting of undertaking of Agilyst Consulting Private Limited in eCierx Services Limited, there will be no payment of consideration I
issue of shares by eCierx Services Limited to any person and the equity shares held by Agilyst Inc. in Agilyst Consulting Private Limited shall stand cancelled in accordance with the Scheme.
g) Upon the Scheme of Amalgamation coming into effect, the Amalgamating Company shall be dissolved without being wound up.

2. Amended Code of Conduct for prohibition of Insider trading and Code for Fair Disclosure, primarily, pursuant to the guidance note issued by SEBI on August 24, 2015, regarding SEBI (Prohibition of Insider Trading) Regulations, 2015.
3. Appointed Ms. Deepa Kapoor as the member of Audit Committee

“Board of Directors of the Company at its meeting held on August 10, 2015 inter-alia, unanimously transacted the following business:
1. Approved the Unaudited Standalone and Consolidated Financial Results of the Company for the quarter ended June 30, 2015.
2. Accorded enabling approval for investment(s) upto Rs. 20 Million (Rupees Twenty Million Only) under Company’s employee initiatives towards talent and entrepreneurship encouragement, entailing intercorporate investment(s), inter alia, into the equity capital of investee company(ies).”

Proceedings of 15th Annual General meeting of the Company

Elaboration on Employee Stock Scheme 2015

The Board of Directors of the Company at its meeting held on  May 25, 2015 inter-alia, unanimously transacted the following business:
1. Approved the Standalone and Consolidated Audited Financial Results of the Company for the quarter and financial year ended March 31, 2015.
2. Recommended a dividend of Rs. 35 per Equity Shares of Rs. 10 each for the year 2014-15.
3. Resolved to seek shareholders’ approval, for appointment of a Director in place of V K Mundhra, who retires by rotation and being eligible, offers himself for re-appointment.
4. Resolved to seek shareholders’ approval, at the ensuing AGM, for ratification of appointment of M/s. S.R.Batliboi & Associates LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company.
5. Resolved to seek shareholders’ approval, at the ensuing AGM, for instituting a new Employee Stock Options Scheme / Plan 2015; setting up an Employee Welfare Trust / ESOP Trust and authority to such Trust, inter-alia, for acquisition of shares of the Company through secondary market.
6. Resolved to seek shareholders’ approval, at the ensuing AGM, for fixing the remuneration of Non-Executive Independent Directors as an amount not exceeding Rs. 18 Lacs p.a. per director.
7. Resolved to seek shareholders’ approval, at the ensuing AGM, for approval of certain related party transaction(s).
8. Resolved to convene the Fifteenth Annual General Meeting of the Company, on July 17, 2015, and approved the underlying AGM notice and related documents.

In addition to this the Nomination and Remuneration Committee of the Company granted 604,110 options to the employees of the Company under ESOP 2011 Scheme / Plan at an exercise price of Rs. 1,595.00/- per option.

The Board also approved minor amendment(s) to Code of Conduct for Prohibition of Insider Trading and Code for Fair Disclosure, primarily to further capture the information prescribed in the Format for Disclosure Forms specified by SEBI.

The Board of Directors of the Company, at its meeting held on Thursday, May 04, 2015, has approved the amendment to the “Code of Conduct for Prohibition of Insider Trading and Code of Fair Disclosure”

The above referred amended Code shall be made available on the website of the Company viz. www.eclerx.com

‘With reference to the earlier announcement dated March 31, 2015 regarding eClerx had signed a definitive agreement to acquire of CLX Europe S.P.A. (Italy), a joint stock limited liability company incorporated and existing under laws of Italy, through its subsidiary eClerx Investments (UK) Limited, eClerx Services Ltd has now informed BSE that the Company had on April 21, 2015 signed related closing documents, inter-alia, via its subsidiary viz., eClerx Investments (UK) Limited, so as to give effect to the said Acquisition.