BOARD'S REPORT TO, THE MEMBERS, Your Directors are pleased to present the Twenty Fourth Annual Report on the business and operations of your Company along with the Audited Annual Accounts for the Financial Year ended March 31, 2016 (FY2016). Brief description of the Company's working during the year and state of Company's affair During the Financial Year under review, the Company continued to engage with its customers around the world as a value-adding partner, bringing new ideas and more value into various aspects of their business. At the same time, it also acquired new customer relationships, won multiple new deals and expanded its offerings portfolio. Revenues during FY2016 increased 13% on a consolidated basis, to Rs. 26,824 million from Rs. 23,725 million in FY2015. This growth was driven by the Company's higher international business and enhanced presence in Digital services, aided by its acquisition of a majority (51%) stake in Incessant Technologies Pvt. Ltd. in May 2015. Revenues from the export markets grew 17.2% during FY2016, while Digital Services now contributes 15% of consolidated revenues. As a result, operating profits (EBITDA) for the year increased significantly, rising 37% to Rs 4,733 million from Rs 3,457 million in the preceding Financial Year. EBITDA margin for FY2016 stood at 17.6%, representing a substantial expansion comparedto 14.6% in FY2015. Higher revenues and robust margin expansion resulted in a strong net earnings growth for the year under review, with a consolidated Profit after Tax (PAT) of Rs 2,800 million for FY2016, up 146% from Rs 1,141 million in the preceding Financial Year. Cash flows for the Company improved during the course of the year under review, with better collections as reflected in lower receivable days at 80 at the end of the year (compared to 93 days a year ago) and higher cash & bank balances at Rs 4,241 million as on March 31, 2016 (compared to Rs 3,375 million on March 31, 2015) on a consolidated basis. Operating highlights The Company recorded several significant operating accomplishments during the year, with multiple new engagements, large deal closures, and the launch of new initiatives aimed at capitalizing on emerging opportunities in the marketplace. In terms of customer acquisition, the Company added 28 new clients in FY2016, higher than 19 added in FY2015 and 16 added in FY2014. The Company was also able to win some large deals, including one with the UK Regulatory Body Ofcom. The value of the contract with Ofcom is £23 million over a six-year period which includes an initial term of 4 years and extensions. Through this engagement, NIIT Technologies will help Ofcom manage its infrastructure and application systems and offer customer-focused service to improve users' experience of ICT services. The Company's ability to continually win deals in an increasingly competitive environment reflects its capabilities as well as the benefits of a reinforced front-end team created over the past couple of years. On the back of these customer acquisitions and deal wins, the Company was able to secure fresh orders worth $420 million during FY2016, of which 93% came from international markets. The order book executable over the next 12 months as on March 31, 2016 stood at $301 million. During the year, the Company continued to make ongoing enhancements to its existing capabilities through investments in new emerging technologies, partnerships, and appropriate skills to deliver exceptional customer value and operational excellence. It completed some key flagship digital experience projects for several clients and secured multiple new Digital engagements. In addition to that, it expanded the capability of its advanced analytics platform Digital Foresight®. The Company also made a strong foray into Automation and Robotics, launching intelligent automation for business operations, aimed at driving greater business benefits for its clients globally. Towards this end, the Company has partnered with UiPath, a Software Company that specializes in Robotic Process Automation (RPA). The Management's Discussion & Analysis (MD&A) of the Company's global business during FY2016 and outlook, along with a discussion of internal controls & risk management and mitigation practices, appearsseparately in this Annual Report. Reports on Corporate Governance and Corporate Social Responsibility (CSR) too are provided in this Annual Report. Dividend The Board has recommended a dividend of Rs. 10/- per equity share of face value Rs.10/- each (previous year Rs. 9.50 per equity share) amounting to Rs. 714 million (inclusive of tax of Rs. 103 million) subject to approval of the shareholders at the ensuing Annual General Meeting. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any There has been no material change in the nature of business of the Company during the year and subsequent to the close of the Financial Year to which the Balance Sheet and Financial Statements relate and the date of the Report, like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. COMPANIES ACT DISCLOSURES & CORPORATE GOVERNANCE Extract of Annual Return In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return is enclosed in (Annexure A). Number of meetings of the Board The Board of Directors of the Company met 6 (six) times in the FY2015-16. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board Meetings was within the period prescribed under Companies Act, 2013. Directors Responsibility Statement As required under Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby states and confirms that:- (a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (b) the Company had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit & Loss of the Company for that period; (c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Annual Accounts are prepared on a going concern basis; (e) the internal financial controls are laid to be followed by the Company and that such internal financial controls are adequate and are operating effectively. (f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Directors and Key Managerial Personnel a. Retirement by rotation of Mr. Vijay K Thadani (DIN 00042527), Director In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Vijay K Thadani, Director (DIN 00042527) will retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company. b. Independent Directors Pursuant to the provisions of Section 149 of the Company Act, 2013, Mr. Amit Sharma, Mr. Surendra Singh and Mr. Ashwani Puri were appointed as Independent Directors till March 31, 2019 at the Annual General Meeting of the Company held on July 07, 2014. Further, Ms. Holly Jane Morris was appointed as woman Independent Director till March 31, 2017 at the Annual General Meeting of the Company held on August 03, 2015. Statement on declaration by the Independent Directors All the Independent Directors have given declarations that they meet all the requirements specified under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for holding the position of Independent Director in the Company. During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Familiarization program of Independent Directors The details of the Familiarization program of Independent Directors are available on the website of the Company <http://www.niit-tech.com/investors/> Familiarization-Programme-Independent-Directors. pdf. Further, at the time of appointment of an Independent Director the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities. c. Key Managerial Personnel Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Directors/employees as Whole-time Key Managerial Personnel as on March 31, 2016: a) Mr. Rajendra S Pawar (DIN 00042516) -Chairman & Managing Director b) Mr. Arvind Thakur (DIN 00042534) - Chief Executive Officer & Jt. Managing Director c) Mr. Amit Kumar Garg - Chief Financial Officer d) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel Changes during the year: - Ms. Pratibha Advani relinquished from the position of Chief Financial Officer w.e.f. May 07, 2015 and Mr. Amit Roy took over as Chief Financial Officer of the Company from May 08, 2015 till December 13, 2015. Thereafter, Mr. Amit Kumar Garg was appointed as the Chief Financial Officer w.e.f. December 14, 2015. - Ms. Monika Arora resigned from the office of Company Secretary w.e.f the close of business hours on May 31, 2015 and subsequently Mr. Lalit Kumar Sharma was appointed as Company Secretary & Legal Counsel w.e.f June 01, 2015. Deposits from Public The Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 during the year and hence no amount of principal or interest was outstanding on the date of the Balance Sheet. Share Capital a) Issue of equity shares with differential rights or sweat equity shares During the year, the Company did not issue any equity shares with differential rights/sweat equity shares under Companies (Share Capital and Debentures) Rules, 2014. b) Issue of Employee Stock Options During the year, the Company issued 1,41,625 Equity shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005). Due to this, the outstanding issued, subscribed and Paid-up Equity Capital increased from Rs. 610,448,990 to Rs. 611,865,240 as at March 31, 2016 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.The grantwise details of the Employee Stock Option Scheme is partially provided in the Notes to Accounts of the Financial Statement in Annual Report and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company and the URL for the same is <http://www.niittech.com/investors/otherdisclosures> or may be obtained from the Company and is open for inspection at the Registered Office of the Company. c) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees In terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, the Company is not exercising the voting rights directly by the employees in respect of shares to which the scheme relates. Audit Committee: The Audit Committee of the Company is constituted as per Section 177 of the Companies Act, 2013 & Regulation 18 of the SEBI Listing Regulations, 2015, consisting of majority of Independent Directors. Mr. Ashwani Puri is the Chairman of the Committee and Mr. Lalit Kumar Sharma acts as Secretary to the Committee. The Board had accepted all the recommendations of the Audit Committee made during the year. The details pertaining to the no. of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Nomination and Remuneration Committee The Company has a duly constituted 'Nomination & Remuneration Committee' under the provisions of Section 178 of the Companies Act, 2013 and the terms of reference are disclosed under the Corporate Governance Report of the Company in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Corporate Social Responsibility (CSR) In terms of provisions of section 135 of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has a CSR Committee which includes formulating and recommending to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Companies Act, 2013, recommending the amount of expenditure to be incurred and monitoring the expenditure and activities undertaken under the CSR Policy of the Company. The Committee comprises of the following members: 1. Mr. Surendra Singh (Chairman) 2. Mr. Arvind Thakur 3. Mr. Amit Sharma 4. Mr. Ashwani Puri The Company has undertaken activities as per the CSR Policy (available Company's website www.niit-tech.com) and the details are contained in the Annual Report on CSR Activities given in Annexure-B forming part of this Report. The Company's approach is to spend on activities for the welfare of society under Corporate Social Responsibility activities ensuring that the total spend in each financial year would be above the level prescribed under the Companies Act, 2013. As part of its CSR initiatives, the Company continued its CSR drive around Education, Employability and Infrastructure support. In our sustained efforts, to take our CSR initiatives forward, we continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology "TNI", a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government of NCT of Delhi, has set up NIIT University "NU" as a private University at Neemrana, Dist. Alwar, Rajasthan. The organization has continued to support the local schools with regards to Infrastructure support in line with previous years including teaching assistance. The organization has also set-up a Career Development Centre managed and run by the "NIIT Foundation". The Center will focus on providing courses under the following categories: • Certificate Course in IT for Beginner (CCIB) • Certificate Course in Social Networking (CCSN) • National Digital Literacy Mission (NDLM) • Other Career/Employability Courses Furthermore, the organization supported the Noida Deaf Society by sponsoring two employability courses for Deaf and Mute adolescents at their Noida Center. The organization and staff also provided monetary contribution by donating towards rehabilitation of damage caused by Chennai floods. This contribution is being used to support Little Drops Home for destitute elders and mentally challenged girls. Compliance with the Code of Conduct & Prevention of Insider Trading The Company has "NIIT Technologies Limited - Code of Conduct" (Code). The Code is available on the website of the Company (URL is - <http://www.niittech.com/investors>). The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have given an annual affirmation of compliance with the Code of Conduct during the year 2015-16. Further, the Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy lays down the guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to regulate, monitor and ensure reporting of deals by employees and maintain highest level of ethical standards while dealing in the Company's securities. The Company has also adopted the Code of Fair Disclosure, which is placed on the website of the Company. Performance Evaluation of the Board In terms of the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the evaluation of its own performance, the Directors individually including the Chairman of the Board and that of its Committees. The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The evaluation was done based on one-to-one interactions and after seeking inputs from all the Directors, which covered various aspects of Board's functioning and its Committees, Board Effectiveness, Key Stakeholders connect, Ethics and Compliances, Evaluation of Company's Performance, Project Management and Internal Control and Audits. The performance of the Committees was evaluated by the Board after seeking inputs from the respective Committee Members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Independent Directors also reviewed the performance of the Board and Non-Independent Directors in their separate meeting, along with the performance of Chairman taking into account the views of Executive Directors and Non-Executive Directors and effectiveness of timely availability of information to the Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees. Managerial Remuneration & Particulars of Employees The information required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-C. Further, the managerial remuneration is also provided in the Corporate Governance Report. The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is applicable and forms part of the Report. However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the said annexure is also open for inspection at the Registered Office of the Company. Remuneration Policy Pursuant to the provisions Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Vigil mechanism/Whistle Blower Policy In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 and Corporate Governance under SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Company has complied with all the provisions of the Section and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company's Code of Conduct and Ethics. The policy is uploaded on the website of the Company and the URL for the same is www.niit-tech.cominvestors/whistleblowerpolicy.pdf.The same provides for adequate safeguards against victimisation of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee. Policy for Determining Material Subsidiaries The policy for determining the material subsidiaries of the Company is also available on the Website of the Company and the URL is :www.niit-tech.com/investors/ Policy-Material-Subsidiaries.pdf. Risk Management Policy The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company. Other Policies The SEBI, Listing Obligations & Disclosure Requirements, Regulations 2015, mandated the formulation of certain policies for all listed companies. In addition to the current policies, the company has adopted Policy for determination of material/price sensitive information and Archival Policy pursuant to these Regulations. Listing Agreement The Securities & Exchange Board of India (SEBI), on September 02, 2015, issued Listing Obligations & Disclosure Requirements, Regulations 2015, with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said Regulations were effective from December 01, 2015. Accordingly, the Company again entered into the Listing Agreement with BSE Limited and National Stock Exchange of India Limited. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy and environment-friendly initiatives Consistent with and inspired by its corporate vision, values, and mission, NIIT Technologies aims to grow its business profitably while minimising the impact of its business operations on the environment. The Company has been proactively adopting and initiating multiple environment-friendly measures aimed at conservation of resources including energy and water, recycling or efficient disposal of waste, as well as leveraging the use of renewable resources where possible. As a global leader in Consulting, Technology, and Outsourcing Services the Company is committed to environmental sustainability. While creating new infrastructure, it emphasises not only on creating world class and cost effective infrastructure but also on energy efficiency, renewable energy sources, sustainable construction materials, water conservations, and waste management. At its largest facility, spread over 25 acres, in Greater Noida, eco-efficiency and environment-friendliness is weaved intricately into all aspects of operations. Being a relatively new SEZ facility, environmental sustainability has been a key objective underpinning its design and function, right from the blueprint stage to its becoming operational. Over the years, state-of-the-art technologies,systems, and processes aimed at ensuring minimal environmental impact and adoption of best-in-class practices have enabled the Company to register significant improvements in its ability to reduce energy consumption, increase recycling of water, and facilitate effective waste management. The Company recognizes energy as a precious resource and continuously explores and implements ways to reduce its consumption of energy. As part of these efforts, the Company keeps assessing the demand-side to bolster its energy efficiency while also investing in new technologies that either make its infrastructure more energy efficient or allow it to replace conventional energy sources with renewable ones wherever possible. At its Greater Noida campus, NIIT Technologies has been able to mark multiple accomplishments on the environmental front, including:- • Reduction of lighting energy requirement by as much as 35% • Reduction in cooling and heating energy consumption by 25% • Significant increase in the recycling of water while also using technologies to minimize its consumption e.g. usage of SBR based STP Plants. • better waste management for both organic and e-waste, with substantial progress already made: (i) organic waste is being converted into compost for use in its grounds' green areas and gardens; (ii) e-waste gets collected and formally handed over to registered and certified disposal vendor through an auction process. • efficient transport practices, including increased usage of maximum CNG-based vehicles. These have been made possible by investments and initiatives towards energy efficient Chillers, VFDs, VAVs, High Energy Efficient Glass on external facade of buildings, wall & ceiling insulation, LED lights, Solar Energy for internal & external lighting as well as for hot water generation, and recycling of waste water, along with a host of additional new technologies like the use of decomposers for waste management. The Company strives to recover, reuse, or recycle its workplace tools such as copiers, computers and paper. The policy for asset sale, donation, and disposal outlines what employees should do with technology assets that are not being fully utilized or have reached their end of useful life. During FY 2016, the Company set up a 50 KW Capacity Solar PV Power Plant at its IT/ITES SEZ campus in Greater Noida. This plant has been successfully commissioned and synchronized with the grid and has so far generated 47,000 KWh within a span of 9 months. All these efforts, investments, and achievements of NIIT Technologies on the environmental front have gained recognitions, with an important one being "Leadership in Energy and Environmental Design" (LEED) certification for its Greater Noida campus: • The Company's Software Development First Block (SDB) at the Greater Noida campus has been awarded the highest possible 'PLATINUM' Green Building rating by the Indian Green Building Council (IGBC) under LEED® India Core & Shell system. • In an evaluation of energy performance of the building using a computer simulation model, overall savings were found to sustain at the rate of about 21% savings over the LEED® mandated ASHRAE 90.1-2004 baseline. • The Company also has an ongoing initiative for LEED certification in the area of Operation & Maintenance for its Phase-1 building, which is currently being monitoring by consultants from the US Green Building Council (USGBC) for likely certification in the new financial year, based on data verification & evaluation. • The second phase of construction at the campus, which entails a separate software development block, is also registered for LEED certification separately. • ISO 14001 and OHSAS 18001 Certification is another initiative as part of overall sustainability program . As an IT solutions provider with an established presence in areas like Managed Services, Infrastructure Management Services, and Cloud-based services, the Company operates data centres that consume energy resources in fairly large quantities. With a view to reduce power consumption at its data centres, the Company had initiated the consolidation of its data centres which was completed in the preceding financial year. This has yielded encouraging results, improving PUE (power utilization effectiveness), which is the unit of measurement for data centre efficiency, by 25%-30%. In addition to supporting energy efficiency, this initiative also generated operating benefits, offering both high availability as well as concurrent maintainability of infrastructure. Technology absorption and R&D (Research & Development) NIIT Technologies strives to be a leader in the early adoption of new, pathbreaking and disruptive technologies that strengthen its ability to maintain its leadership position across its industry verticals of focus. Towards that end, it continually evaluates and embraces new technologies and business models, and makes investments in developing or acquiring intellectual property (IP) in addition to upgrading its existing IP assets. In line with its track record of keeping pace with the emergence of new services or technologies with disruptive potential, the Company made a foray into Digital Services and reinforced its offerings portfolio in that area by making a strategic investment in Incessant Technologies during the financial year under review. As a result, NIIT Technologies is now able to offer solutions in digital experience, digital integration, and digital analytics. Recently, the Company also launched its Digital Innovation Centre (DIC) in Hyderabad, which will provide a global platform for research and technological development to tap new market opportunities for Digital Integration. Equipped with state of the art IT infrastructure and Internet of Things (IOT) labs, this DIC will serve as a hub for innovative thinking and will play a key role in the Company's success, going forward, as a dominant digital services player in its chosen areas of focus. Foreign Exchange Earnings and Outgo The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as under: Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. Details in respect of adequacy of internal financial controls with reference to the Financial Statements The Company is having a strong internal control system for all the processes to ensure the reliability of the financial reporting and timely feedback on achievement of operational objectives. The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions thereon are presented to the Audit Committee for its review and suggestions. Details of Subsidiary/Joint Ventures/Associate Companies As on March 31, 2016, the Company has subsidiaries in the United States of America, Japan, United Kingdom, Netherlands, Belgium, Germany, Switzerland, India, Singapore, Thailand, Australia, Canada, Dubai, Spain, Philippines & Brazil. Details about the companies which have become subsidiaries during the Financial Year Acquisition of 51% stake in Incessant Technologies Pvt. Ltd.-Strategic investment in Digital Integration: During the year, the Company made its foray into the high opportunity area of Digital Integration by acquiring 51% stake in Incessant Technologies Pvt. Ltd., a global BPM specialist sharply focused on enabling its clients to automate and integrate back end systems with a digital front end. Incessant Technologies Pvt. Ltd. has over 300 consultants who are certified practitioners, strong relationships with more than 20 clients, and strong alliance partnerships with leading platform providers like Pega systems and Appian. This acquisition provides the Company with the capability to be a significant player in the Digital Integration space with Digitization and Automation of business processes for seamless customer experience, and also enables the Company to reinforce its position in the BSFI vertical across geographies including North America, Europe, and Australia. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement. During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure D. Also, pursuant to provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements along with relevant documents are available on the website of the Company. The Financial Statements are also open for inspection at the Registered Office of the Company. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 The particulars of Loans, Guarantees & Investments under section 186 of the Companies Act 2013, have been disclosed under the Financial Statements. Particulars of Contracts or Arrangements with Related Parties All the Related Party Transactions are entered on arm's length basis and in ordinary course of business. All the transactions are in compliance with the applicable provisions of the relevant Acts and the SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015. There are no related party transactions entered by the Company which may have potential conflict with the interest of the Company at large. The Related Party Transaction Policy deals with the review and approval of related party transactions. The Board of Directorsof the Company has approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions as approved by the Board. The same is uploaded on the website of the Company and the URL of same is: www.niit-tech.com/investors/ <http://www.niit-tech.com/investors/> policysummarized. pdf A Statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions. The details of Related Party transactions which are material in nature are disclosed in Form No. AOC-2 as given in Annexure - E. Management Discussion and Analysis Report In terms of Regulation 34(e) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Management's Discussion and Analysis Report is set out in this Annual Report. Corporate Governance In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor's in terms of Part E of Schedule V of the said Regulations of the Company forms integral part of Corporate Governance Report. AUDITORS & AUDITORS' REPORT/CERTIFICATE a. Statutory Audit: The members of the Company at the Annual General Meeting held on July 7, 2014 had appointed M/s PriceWaterhouse, Chartered Accountants (FRN 301112E), as Statutory Auditor under the provisions of section139 of the Companies Act, 2013 for a period of 3 years, subject to ratification of their appointment at every Annual General Meeting. Accordingly, the appointment of M/s Price Waterhouse is placed for ratification by the Shareholders. The Report given by the Statutory Auditors forms integral part of the Annual Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks. b. Secretarial Audit: During the year, the Board of Directors of the Company had appointed Mr. Ranjeet Pandey (Membership No. 5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carryout Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed there under, for the Financial Year 2015-16.The Report given by Secretarial Auditors is annexed to this Report as Annexure F. The Report does not contain any qualification, reservation or adverse remarks. c. Auditor's Certificate on Corporate Governance: A required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditor's Certificate on Corporate Governance is provided under the Corporate Governance Report.The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks. HUMAN RESOURCE INITIATIVES The Company is always committed to providing best-in-class working environment and empowerment for its employees to excel professionally and to pursue personal aspirations. In our continuous endeavour to fine-tune our processes to the changing expectations of our employees and business, this year we completely reengineered our Performance Management System, Performance Planning Development Process (PPDP). The New PPDP is significantly simpler and focused towards rewarding employees who believe in high-performance. A Digital Diary app has also been launched for NIITians to enable more effective and efficient two-way communication between the employees and their supervisors. Our culture change journey continues to be driven by the service vision, "New Ideas, More Value". A total of 10,000 NIITians have undergone the 'Uplift Your Service' Training. The positive impact of this cultural change has been felt by customers and NIITians. Overall Employee Engagement Survey scores, already above industry average, improved by 3 percentage points over the previous year. To enable our women staff members strike a balance between Work and Family life, we announced new initiatives to support them and enable them to take charge of their careers. We launched onsite Creche at our Greater Noida Campus, rolled out Extended Maternity Benefits, two additional months of Leave Without Pay (LWP) and Work From Home (WFH) policy. SEED (School for Employee Education and Development) recorded 8,31,773 hours of learning by employees. A new program was launched to build Digital Capability. More than 8,000 NIITians went through the 'Think Digital' Orientation module. A 11 Day boot camp was designed to upskill technical workforce with new technologies required for digital business. Training initiatives were focused on improving quality of deliverables and improving project management skills. During the year we also received various awards and external recognitions including Great Place to Work (GPTW) amongst Top 50 Best IT-BPM companies, listed among top 5 large Best companies to work in GPTW, conferred with HR technology Leader by Business World HR Excellence, won "Talent Management Award" at Knowledge Management Leadership Awards by Asia Pacific HRM Congress and the National Award for Excellence in BPO and Outsourcing 2015 by Asia Outsourcing Conference. All the initiatives undertaken were widely appreciated within the organization and have helped us better engage with NIITians, allowing us to maintain lower attrition levels. Prevention/Prohibition of Sexual Harassment of women at workplace: The Company has a policy on Prohibition/Prevention of Sexual Harassment of Women at workplace and matters connected therewith or incidental covering thereto all the aspects as contained in "The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company believes in providing a congenial atmosphere to work for all employees which is free from discrimination and harassment without regard to caste, religion, marital status and gender. During the year, the Company conducted various awareness programmes and workshops at all locations. During the year, the Company received three complaints pertaining to this which were duly resolved. Awards and recognitions: The Company bagged the following awards and recognitions during the FY 2015-16: • Identified as a "Leader" in Nelson Hall's NEAT vendor evaluation for Digital Transformation Services (Digital Focus market segment) • Positioned amongst top vendors under the Innovation category in 2015 Enterprise Mobility Services Blueprint Report by HfS Research • Felicitated with "The International Outsourcing Contract of the year" award by National Outsourcing Association (NOA) for partnership with Morris Communications • Ranked #5 for customer satisfaction in the UK in the annual research conducted by Whitelane Research and PA Consulting Group • Recognized as a Leader by International Association of Outsourcing Professionals in The Global Outsourcing 100® and The World's Best Outsourcing Advisors in the Leader size category • Conferred with the 'RB Investor Communication' award in the "Technology - Emerging Corporates" category • Recognized by "Great Place To Work® Institute" as "Top 5 large organizations" in the IT-BPM domain • Listed in 50 Best IT- BPM Company to Work For in 2015' by 'Great Place To Work® Institute' • Conferred with "HR Technology leader" award by Business World HR Excellence • Included in Computer World's List of 100 Best Places to Work in IT and ranked No. 23 among small organizations • Conferred with 'Talent Management' award at the Knowledge Management Leadership Awards by Asia Pacific HRM Congress • Conferred with two awards -'BPO Contract of the Year' and 'Award for Skills Development Program of the year' - at National Awards for Excellence in Outsourcing & BPO by Asia Outsourcing Congress • Conferred with E-Governance Initiative of the year award by ASSOCHAM ACKNOWLEDGEMENTS The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors wish to thank the Company's customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. We also thank Government of other countries where we have our operations. The Directors also acknowledge and appreciate the support and confidence of the Company's shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years. For and on behalf of the Board of Directors Sd/- Rajendra S Pawar Chairman & Managing Director DIN: 00042516 Place: Noida Dated: May 06, 2016 |