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Directors Report of NIIT Technologies Ltd.

Mar 31, 2016

The Directors are pleased to present the Twenty Fourth Annual Report on the business and operations of your Company alongwith the Audited Annual Accounts for the Financial Year ended March 31, 2016 (FY2016). FINANCIAL PERFORMANCE OF THE COMPANY The highlights of the financial results for the Financial Year 2015-16 are as follows:

(Figures in Rs.mn except for EPS)

Particulars FY 2015-16 FY 2014-15

Consolidated Revenues 26,824 23,725

Standalone financials

Income from operations 14,678 13,461

Other Income 411 224

Total Income 15,089 13,685

Profit before depreciation and taxes 3,073 2,479

Depreciation 828 665

Exceptional Item 6 135

Provision for tax & (deferred tax) 299 203

Profit After Tax 1,940 1,476

Earning Per Share (Basic) (In Rs.) 31.75 24.25

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 compared to 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, appears separately 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.

The composition of the Audit Committee and details of the Meetings and attendance during the FY2015-16 are as under:

Name of the Category Designation Number of Dates of Committee meetings during meetings member the Financial held during Year 2015-16 the year

Held Attended

Mr. Ashwani Independent Chairman 6 6 April 15, 2015 Puri Director May 04, 2015

Mr. Surendra Independent Member 6 6 July 13, 2015 Singh Director October 15,

Mr. Vijay Non- Executive Member 6 6 2015 K Thadani Promoter Director January 14, 2016

Mr. Amit Independent Member 6 6 March 21, 2016 Sharma Director

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.

The composition of the Nomination and Remuneration Committee and details of the Meetings and attendance during the FY2015-16 are as under:

Name of the Category No. of meetings during Dates of Committee the Financial Year meetings held member during the year

Held Attended

Mr. Amit Non-Executive 5 5 May 05, 2015 Sharma Independent May 25 2015 Director

July 13, 2015

Mr. Surendra Non-Executive 5 4 October 15, 2015 Singh Independent January 14, 2016 Director

Mr. Vijay K Non-Executive 5 5 Thadani Promoter Director

The Chairperson of the Committee is Mr. Amit Sharma, who is an Independent Director of the Company.

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 alongwith 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, alongwith 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.com/ investors/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 fagade 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:

(Rs. Million)

Particulars Year 2015-16 Year 2014-15

Foreign Exchange Earnings 12,724 10,852

Foreign Exchange Outflow 5,133 4,585

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 Pegasystems 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 alongwith 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 Directors of 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/ 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 thereunder, 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 Place: Noida Chairman & Managing Director

Dated: May 06, 2016 DIN: 00042516


Mar 31, 2012

The Board of Directors of NIIT Technologies Limited ("Company") take pleasure in presenting the report on its business and for the financial year ended March 31, 2012.

Financial Results

The highlights of the financial results for the financial year 2011-12 are as follows -

(Figures in Rs.mn except for EPS) Particulars FY 2011-12 FY 2010-11

Consolidated Revenues 15,765 12,323

Standalone financials

Income from operations 8,275 7,293

Other Income 306 228

Total Income 8,581 7,521

Profit before deprecation and taxes 1,901 1,574

Depreciation 243 233

Provision for tax & (deferred tax) 527 108

Profit After Tax 1,131 1,233

Earning Per Share (Basic) (In Rs.) 19.05 20.91

Review of operations

During the financial year under review the Company delivered all round growth in each of the geographies that it operates in, and in every industry segment that it is focused on, despite the volatility and turbulence in the macro environment that continues to persist. Revenues and earnings expanded as the Company leveraged a strong order book built through the year. The Company also entered into multiple new engagements in both foreign and domestic markets, secured several multi- million dollar fresh orders from its existing large clients, made a strategic acquisition in Europe (Proyecta Sistemas de Informacion SA, in August 2011), and established a JV with Morris Communications that enables near-shore capabilities in the US.

The global economic environment remains subdued, although key economies such as the US are showing stability and some improvement, with a yet unresolved crisis in the Eurozone and signs of slower growth in many emerging economies. In such business conditions, NIIT Technologies has stayed focused on strengthening its order book, reinforcing its front-end team, furthering its footprint in the marketplace, and exploring areas for further efficiency enhancement as it enters the new financial year.

The Company continues to invest in creating additional management bandwidth, augmenting its front-end sales organization, and expanding its delivery facilities. The Company generates a substantial part of its revenues from non-linear and IP-led activity and is engaged in multiple large and complex transformational engagements. In line with its client and operating profile and to effectively meet future growth requirements, the Company has been enhancing its capabilities and organizational skill-base. The initiatives undertaken by the Company during the year under review should yield benefits in the future.

Outlook

The Company delivered a strong, growth-led operating performance during the year under review (financial year 2012), with consolidated revenues rising 28% driven by scaling-up of business across top clients. Post-tax earnings increased by 8% compared to the preceding year (financial year 2011) despite the acquisition of the transformational deals done during the year.

During financial year 2013, the company aims to deepen its engagements with existing clients, draw repeat business, and emerge as the 'First Choice' and the preferred partner for its marquee global customers.

During financial year 2012, the Company entered into high potential, business transformation deals with new customers that will also enable it to further expand and strengthen its footprint in Europe and the USA. Going forward, the Company will attempt to build upon these achievements.

The Company sees its eco-system of critical partnerships and alliances with reputed global companies as an important asset and will continue to explore opportunities to further expand it.

The Company's differentiated business model with strong capabilities in its chosen verticals, programme management track-record, investments in intellectual property, and a reinforced leadership team are great advantages in the prevailing macro-environment that remains volatile. These strengths position the Company well to benefit from an upturn in business conditions. These factors, along with the fact that NIIT Technologies has been able to expand its orderbook executable over the next 12 months to US$ 243 million at the end of FY2012, a 44% increase from US$ 169 million a year ago, indicate that the Company should be able to deliver healthy growth during FY2013.

Employee Stock Option Scheme (ESOP)

During the year, 381,263 equity shares of the Company of Rs. 10/- each, fully paid up, were allotted under the Employee Stock Option Plan 2005 of the Company on exercise of stock options.

Under ESOP 2005, the Compensation/Remuneration committee, in their meeting held on May 06, 2011, May 22, 2011, July 19, 2011, October 17, 2011 & January 17, 2012 has granted stock option to selected employees of the company/subsidiary companies. Details of options granted under ESOP 2005 are annexed to this Report, as annexure B, in accordance with SEBI (Employee Stock Option Scheme and employee Stock Option Purchase Scheme) Guidelines, 1999, and any modifications thereto.

Reserves

The Company has transferred an amount of Rs 113 Mn to General Reserve (Rs. 123 Mn last year).

Dividend

The Board has recommended a dividend of Rs. 8.00 per equity share of Rs.10/- each (previous year Rs.7.50 per equity share) on the share capital, subject to approval of the shareholders at the ensuing Annual General Meeting.

Increase in Capital

During the year, the company issued 381,263 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. 592,510,560 to Rs. 596,323,190 as at March 31, 2012.

Transfer to Investors' Education & Protection Fund (IEPF)

During the year, the Company transferred an amount of Rs. 6,76,785 being unclaimed dividend pertaining to the financial year 2003-04 and Rs. 3,52,192 being amount realized after sale of fractional shares allotted upon demerger, remaining unclaimed, in the Investors' Education & Protection Fund (IEPF) of the Central Government, pursuant to Section 205A of the Companies Act, 1956.

Subsidiary Companies

As on March 31, 2012, the Company has subsidiaries in the United States of America, Japan, United Kingdom, Netherlands, Belgium, Germany, Switzerland, Austria, India, Singapore, Thailand, Australia, Canada, Dubai and Spain.

During the year, the company formed a Joint venture company in the name of NIIT Media Technologies LLC, USA with MStar Solutions operating in the areas of publishing & communications through its subsidiary NIIT Technologies Inc., USA.

Also, the company has acquired a company "Proyecta Sistemas De Informacion S.A." in Spain, a software services company head quartered in Madrid. The acquisition enabled the company to enhance its European footprint with Proyecta's successful experience in servicing industry leaders in the Travel and Financial Services segments.

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries has been prepared and attached hereto.

The Ministry of Corporate Affairs has granted a general exemption to the companies from attaching financials of the subsidiaries, subject to the laid down conditions. Therefore, the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of the Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned. The annual accounts of the individual subsidiary companies shall also be made available on the website of the company.

Corporate Social Responsibility

During the year, as a part of the CSR Initiative, the Company has primarily focused most of its CSR initiatives in the areas of education. This created a unique opportunity to support the schools/universities with an objective of promoting learning and knowledge, improving the quality of higher education, energy conservation & anti- pollution measures, community welfare and community development activities.

Postal Ballot

During the year, the Company did not pass any resolution through postal ballot process prescribed under Section 192A of the Companies Act, 1956 read with Companies (Postal Ballot) Rules, 2003.

Corporate Governance and Management Discussion and Analysis Statement

The Company is in compliance of all mandatory requirements regarding corporate governance as stipulated under Clause 49 of the listing agreement with the stock exchange(s). For the fiscal year ending 2012, the compliance report is provided in the Corporate Governance section of the Annual Report. A certificate issued by the statutory auditors of the Company on compliance of the conditions of corporate governance stipulated in clause 49 of the listing agreement with the stock exchange(s) forms part of the Corporate Governance Report.

The report on Corporate Governance and Management Discussion and Analysis statement is provided in this Annual Report.

Directors

As per the provisions of the Companies Act, 1956 and Articles 67, 68 and 69 of the Articles of Association of the Company, Mr. Surendra Singh, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment.

The term of the directorship of Mr. Subroto Bhattacharya is expiring in the forthcoming Annual General Meeting of the Company and he has expressed his unwillingness to be re-appointed. The Board has appointed Mr. Ashwani Puri, as Additional Director w.e.f May 4, 2012 and in the annual genral meeting. Mr. Puri will be re-appointed as a Director liable to retire by rotation.

Directors' Responsibility Statement As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms -

a) That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

b) That they have selected the accounting policies described in the notes to accounts, which have been consistently applied, except where otherwise stated 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 as at March 31, 2012 and of the profit or loss of the Company for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of Energy, Technology Absorption, Research and Development and Exports and Foreign Exchange Earnings and Outgo and other information forming part of the Directors' Report in terms of Section 217(1)(e) of the Companies Act, 1956, and Rules made there-under

- Conservation of energy

The operations of the Company involve low energy consumption. However, adequate measures, wherever possible, have been taken to conserve energy. The Company is continuously evaluating new technologies and invests in them to make its infrastructure more energy efficient.

The Company's Software Development Block (SDB) at Greater Noida has been awarded the highest possible

'PLATINUM' Green Building rating by Indian Green Building Council (IGBC) under LEED® India Core & Shell system. In order to evaluate energy performance of the building, a computer simulation model was used to assess the energy performance. The project has achieved 21.4% savings in energy costs over the LEED® mandated ASHRAE 90.1-2004 baseline. The energy simulation was vital for making design decisions that impacted energy use, such as, envelope optimization, glazing selection, lighting design and HVAC system sizing.

- Technology absorption

In today's world, perpetually evolving technologies and increasing competition define the global market space. In order to maintain its position of leadership, the Company has continuously and successfully developed innovative methods for absorbing, adapting and effectively deploying new technologies.

- Research & Development

During the year, the Company continued its research in software engineering. These efforts have resulted in innovative products in software engineering to support both maintenance and development projects.

The Technology Innovation Centre (TIC) located in Bangalore explores emerging technologies and devices innovative solutions for clients. Some of these innovation gets converted into research paper and other are converted to patent application. During the last year, two of the inventions, one on "heuristic code comprehension technique" and the other "interpreting design document to formulate test case" have been filed as a patent in US."

- Export and Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo are as under:

(Rs. Million) Year 2011-12 Year 2010-11

Foreign Exchange earnings 7468 5242

Foreign Exchange Outflow 2550 2021

Public Deposits

The Company has not accepted any fixed deposits during the year hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particulars of Employees

The statement of employees pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed as annexure A hereto and forms part of this report.

Auditors

M/s Price Waterhouse, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors' Report

The Report of the Auditors' on the Annual Accounts of the Company forms part of the Annual Report and is self explanatory.

Export Initiatives

During the year 88% of the consolidated revenues were derived from exports. The Company has developed a substantial direct marketing network across the various countries in USA, Europe, Asia Pacific and Middle East. These offices are equipped with sales and marketing team, who market the services to the international clients in the respective countries.

During the year the Company participated in various conferences, seminars and summits across the world to enhance the company's business growth and awareness of the services being offered to various prospective clients.

Awards and Achievements

During the year, the company bagged several recognitions at the Indian and global levels. Few of the most significant honors amongst all are mentioned herein below:

The Company bagged the following prestigious Awards and recognitions:

1. The Company featured in the Leaders category in the '2012 Global Outsourcing 100 service providers' list

2. It was ranked among the Top 20 Best IT Employers, in DQ-CMR's Best Employers Survey 2011

3. The Company was conferred with the 'Excellence in Training' Awards at ASIA's Best Employer Brand Awards 2011

4. The Company was ranked among the Top 25 Fastest- Growing Process Management Providers, 2009- 2010 in Gartner's 'Market Share Analysis: Process Management 2011' report

5. Three projects from the company were selected by PCQuest to rank among the 'Best IT Implementations of 2011'

6. The Company's Chief People Officer, Rosita Rabindra was awarded the 'HR Leadership' Award at ASIA's Best Employer Brand Awards 2011

7. The Company was listed in the ET 500 published in December 2011

8. Pratibha K. Advani, Chief Financial Officer of the company received the 'Leading Woman Chief Financial Officer 2011,' award instituted by iiGroup, a global organisation that keeps executives up-to- date with industry trends

9. Pratibha K. Advani, Chief Financial Officer was included in the CFO100 2012 'Roll of Honour' list in the category 'Winning Edge in Corporate Governance/ Financial Control'

10. The Prestigious Stevie American Business Award, for Honoree Business Leader, was conferred on Lalit Kumar Dhingra, President, NIIT Technologies, USA

11. Rajesh C Mathur, Vice Chairman, NIIT GIS Ltd., was awarded the Lifetime Achievement Award at the India Geospatial Forum

12. The Company was recognized as a notable exception among the mid-tier vendors that grow their business instead of just making the existing business more efficient in leading industry research firm Forrester's 'Changing Services Landscapes requires New Sourcing Practices 2012' report.

Human Resource initiatives

The Human Resource initiatives of the Company in the year reached some more important milestones towards achieving individual career goals of staff members while continuing to be aligned with the organizational business strategy. The NIIT Tech Academy For Future Leaders (NAFL), rolled out its advanced level series , as a continuation, in the second year of its inception. Over 150 identified senior managers were trained to the next level by the academy again during the year.

Another important move during the year was the setting up of the Career Mobility Centre as an independent pillar in HR. The centre interfaces with NIITians through 'Progress' the Career Mobility Portal on iniitian. The aim of the centre is to bring in utmost transparency and guide NIITians to explore career opportunities within the company. New tools like personalized Role Band Scale, Mobility Map, Skill Progression Guides , Role Change Ready Reckoners and career counseling have enabled NIITians to own and drive their career progression themselves.

The Company also rolled out 'Prepare', the NIIT Tech New Mentoring Program and 'Outshine', the NIIT Tech New Coaching program and trained over 50 internal volunteer coaches/mentors during the year on coaching and mentoring methodologies. The program was initiated in November and 34 high potential NIITians were identified and aligned with these internal coach/ mentors for a six months mentoring program. While the mentoring program aims at developing the next line of leadership both in management and technical/domain specialization, the coaching program aims at driving and facilitating superior performance amongst NIITians.

The Company's new fast track program recognized 35 exceptional performers and identified and guided them to a fast track career program monitored and run closely by the career mobility centre.

'Learning Pill' was another initiative that exposed NIITians to quick dozes of learning with industry experts. Over six highly interactive sessions were held in our townhall and more than 800 NIITians attended these short and informative learning capsules across technical, domain and behavioural areas.

NIIT Tech's own SEED (School for Employee Education and Development) was set up at the Greater Noida Campus. The training rooms are equipped with state of art infrastructure and support high end technology training.

Recent past initiatives like CARE, The NIITians Assistance Program, Remote Training platforms and Individual Development Plans continued to add value at both individual and organizational level. Global Sales School conducted programmes for the entire sales force, to strengthen the sales culture within the company. Processes and policies enabled greater involvement of NIITians in the execution of organisational strategy. There was a steep increase in the average days of training per staff member and staff coverage in learning initiatives. Recruitment processes too were strengthened. We have partnered with NIIT University for providing a Work Integrated post graduation program for our BCA and BSC hires .Overall, employee efficiency increased on account of job rotations, better career planning and a healthy work environment.

Acknowledgement

The Directors take this opportunity to thank all investors, business partners, clients, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and Stock Exchanges, for their continued support during the year. The Directors place on record their appreciation of the contribution made by NIITians at all levels for their commendable teamwork, dedicated and wholehearted efforts, without which the Company's consistent growth would not have been possible.

For and on behalf of the Board

Sd/-

Rajendra S Pawar

Place : New Delhi Chairman

Dated : May 04, 2012 DIN: 00042516


Mar 31, 2010

The Board of Directors of the Company take pleasure in presenting the report on its business and for the financial year ended March 31, 2010.

Financial Results

The highlights of the operating financial results for the financial year 2009-10 are as follows -

(Figures in Rs.mn except for EPS)

Particulars FY 2009-10 FY 2008-09

Consolidated Revenues 9,137 9,799 Standalone financials

Income from operations 4,936 5,021

Other Income 113 396

Total Income 5,049 5,417

Profit before deprecation and taxes 1,253 1.277

Depreciation 246 296

Provision for tax & deferred tax 57 97

Profit After Tax 951 885

Earning Per Share (Basic) (In Rs.) 16.19 15.07

Review of operations

The year gone by witnessed extreme turbulence and volatility. While robust fundamentals ensured that the recessionary impact on India was relatively moderate, nonetheless in an increasingly globalised environment, India also could not escape declining GDP growths, rising unemployment and weakened consumer demand. The government induced monetary and fiscal measures across global economies propelled the recovery and now the continued sequential growth in revenues and margins reflect that the worst of the impact on the economic environment is behind us.

Inspite of the recessionary forces and downturns, the Company was able to post good results. The total consolidated revenues were down by Rs. 662 mn from Rs 9,799 mn in the previous year to Rs. 9137 mn for the year 2009-10. The profit before taxes for the same period grew to Rs. 1421 mn from Rs.1389 mn in the previous year. The consolidated net profit after taxes for the year 2009-10 attributable to equity shareholders after minority interest stood at Rs,1264 mn as compared to Rs. 1148 mn in the previous year. During the year, the Companys focus on the chosen industry verticals & endeavor to improve performance in businesses across all geographies, helped achieve visible growth rates in revenue & continued profitability. The revenue profile of the Company is well diversified across the three main geographic areas with EMEA contributing 43% to revenues, 34% from Americas and the balance from Asia and Australia which has helped the Company mitigate the single geography risk. The company has identified cloud computing as a thrust area for the coming time.

Outlook

Continuous innovation in newer service offerings like Cloud Computing, strong domain capabilities and inorganic initiatives to expand its market access will be key to the growth in the future years. In the last couple of years, the Company has embarked on a number of initiatives to turn its business model from a linear, IT services-centric one to a non-linear one. The Company believes these initiatives catalyze its momentum and improve its profitability in the future. The Company continues to scale its infrastructure to support its long- term growth strategy, which includes the setting up of an SEZ in Greater Noida.

Employee Stock Option Scheme (ESOP)

During the year 2009-10, 61,150 equity shares of the Company of Rs. 10/-each, fully paid up, were allotted under the Employee Stock Option Plan 2005 of the Company upon exercise of stock options.

Under ESOP 2005, the Compensation Committee, in their meeting held on 19th October, 2009 has granted stock option to select employees/directors of the company/ subsidiary companies. Details of options granted under ESOP 2005 are annexed to this Report, as annexure B, in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Option Purchase Scheme) Guidelines, 1999, and modifications thereto.

Reserves

The Company has transferred an amount of Rs 95 Mn to General Reserve (Rs. 88 Mn last year).

Dividend

The Board has recommended a dividend of Rs.7 per equity share of Rs.10/- each (previous year Rs.6.50 per equity share) on the share capital, subject to approval of the shareholders at the ensuing Annual General Meeting.

Increase in Capital

During the year the Company issued 61,150 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. 587,266,950 to Rs. 587,878,450 as at March 31, 2010.

Subsidiary Companies

As on March 31, 2010, the Company has subsidiaries in the United States of America, Japan, United Kingdom, Netherlands, Belgium, Germany, Switzerland, Austria, India, Singapore, Thailand, Australia, Canada and Dubai.

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries has been prepared and attached hereto.

The Company has been granted exemption by the Ministry of Corporate Affairs vide its letter No. 47/183/2010-CL-IIt dated April 06, 2010 from attaching the audited accounts of the subsidiaries to the annual accounts of your Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned. The annual accounts of the individual subsidiary companies shall also be made available on the website of the company.

The process of winding up of NUT SmartServe Limited, U.K, a step down subsidiary, was completed during the financial year and accordingly the name of the Company was stuck off by the Register of Companies, Companies House, U.K on 28th July, 2009, and accordingly stands dissolved effective from this date.

The Company has signed an agreement replacing the Joint Venture Agreement with Adecco Group which provides for, amongst others, the transfer of the entire shareholding held by one of the Joint Venture Partner namely Adecco Holding Europe BV in the Joint Venture Company "Adecco NUT Technologies Private Limited" to the Company upon completion of certain formalities, after which the Company would become the holding company.

During the year under review the Company entered into an exclusive partnership with Hitachi Information Systems Limited to offer services in Cloud Computing.

During the year, the Company has entered into a strategic partnership with Singapore Airport Terminal Services (SATS) to globally market and implement the state of art COSYS intelligent Solutions "COSYS Intelligent Solutions (CIS)" to help air cargo ground handling agents improve their cargo handling capabilities.

The Company follows global standards of development, including ISO 9001:2000 certification, assessment at Level 5 of SEI-CMMi frameworks and BS 7799 information security management certification.

Postal Ballot

During the year, the Company did not pass any resolution though postal ballot process prescribed under Section 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2003.

Corporate Governance and Management Discussion and Analysis Statement

The Company is in compliance of all mandatory requirements regarding corporate governance as stipulated under Clause 49 of the listing agreement with the stock exchange(s). For the fiscal year ending 2010, the compliance report is provided in the Corporate Governance section of the Annual Report. A certificate issued by the statutory auditors of the Company on confirming compliance of the conditions of corporate governance stipulated in clause 49 of the listing agreement with the stock exchange(s) forms part of the Corporate Governance Report.

The report on Corporate Governance and Management Discussion and Analysis statement is provided in this Annual Report.

Directors

As per the provisions of the Companies Act, 1956 and Articles 67, 68 and 69 of the Articles of Association of the Company, Mr. Subroto Bhattacharya and Mr. Surendra Singh, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Rajendra S Pawar has been re-appointed as Chairman & Managing Director and Mr. Arvind Thakur has been re-appointed as CEO and Jt. Managing Directors by the Board in its meeting held on May 5, 2010, for a period of five years w.e.f. June 01, 2010. The appointment of Mr. Rajendra S Pawar and Mr. Arvind Thakur requires the approval of members at the ensuing Annual General Meeting.

Directors Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby states and confirms -

a) That in preparation of Annual Accounts for the financial year, applicable Accounting Standards have been followed along with the proper explanations relating to material departures;

b) That they have selected the accounting policies described in the notes to accounts, which have been consistently applied, except where otherwise stated 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 as at March 31, 2010 and of the profit or loss of the Company for that year;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) That the Annual Accounts have been prepared on the historical cost convention, as a going concern basis and on accrual basis.

Information relating to Conservation of Energy, Technology Absorption, Research and Development and Exports and Foreign Exchange Earnings and Outgo and other information forming part of the Directors Report in terms of Section 217(1)
- Conservation of energy

The operations of the Company involve low energy consumption. However, adequate measures, wherever possible, have been taken to conserve energy. The Company is continuously evaluating new technologies and invests in them to make its infrastructure more energy efficient.

- Technology absorption

In todays world, perpetually evolving technologies and increasing competition define the global market space. In order to maintain its position of leadership, the Company has continuously and successfully developed innovative methods for absorbing, adapting and effectively deploying new technologies.

- Research & Development

During the year, the Company continued its research in software engineering. These efforts have resulted in innovative products in software engineering to support both maintenance and development projects. Expenditure on research and development is not significant in relation to the nature and size of operations of the Company.

- Export and Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo are mentioned in Note Nos. 10 and 12 contained in the Notes to Accounts (Schedule No. 18 ) forming part of the Balance Sheet as at March 31, 2010 and Profit and Loss Account for the year ended on that date.

Public Deposits

The Company has not accepted any fixed deposits during the year hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Particular of Employees

The statement of employees pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, is annexed as annexure A hereto and forms part of this report.

Auditors

M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Auditors Report

The Report of the Auditors on the Annual Accounts of your Company forms part of the Annual Report and is self explanatory.

Export Initiatives

During the year 90% of the revenues were derived from exports. The Company has developed a substantial direct marketing network across the various countries in America, Europe and Asia Pacific. These offices are equipped with sales and marketing team, who market is the services to the international clients in the respective countries.

During the year the Company participated in various conferences, seminar and summits across the world to enhance the companys business growth and awareness of the services being offered to various prospective clients.

Awards and Achievements

During the year, the Company bagged several recognitions at the Indian and global levels. Few of the significant honors amongst all are mentioned hereinbelow:

- Ranked amongst top 7 service providers in Gartners Industry research report ,n 2010 "Seven Vendors Dominate the European Market for General Insurance Policy Administration Systems"

- NUT GIS received the Best Software Company of the Year award 2009-2010 at the Map India 2010 Conference

- Received the Award for "Innovation in Career Development," from the Global HR Excellence Awards at the Global HRD Congress 2010

- Amongst the top 50 IT Innovators for the year 2009 by NASSCOM

- Ranked Number 1 in the Datamonitor Black Book of Outsourcing 2009 Travel Industry survey for the second consecutive year

- Ranked amongst the Best 5 Companies in Air Transportation by The International Association of Outsourcing Professionals (IAOP) in its The Global Outsourcing 100 listing for the year 2009

- Ranked among the Best 20 Industry leaders in Financial Services (Insurance and Banking) by The International Association of Outsourcing Professionals (IAOP) in its The Global Outsourcing 100 listing for the year 2009

- Ranked amongst the Top 20 Best Managed Outsourcing Vendors by the 2009 Black Book of Outsourcing

- Ranked amongst Indias 500 Best Performing Companies by demonstrating exceptional innovation and perseverance by Inc. India for the year 2009

Human Resource Initiatives

The Human Resource initiatives of the Company in the year under review were aligned to the overall business strategy of the organisation as well as the career aspirations of staff members. Learning and development of the workforce was a priority during the year and focused around leadership development achieving better productivity and building a sales-driven organisation. Processes and policies enabled greater involvement of staff members in the execution of the organisational strategy. There was a steep increase in the average days of training per staff member and the overall staff coverage in learning initiatives. Recruitment processes were further strengthened. Processes and policies enabled job rotations, career growth and helped maintain a healthy work environment. ESOP program in the year covered staff members in Middle manager level and above to keep the focus of organisation tide over global crisis and take the next level of managers to participate in brave and bold initiatives taken by the organisation in cost management and other people related initiatives.

Acknowledgement

The Directors take this opportunity to thank all investors, business partners, clients, technology partners, vendors, financial institutions/banks, regulatory and government authorities, media and Stock Exchanges, for their continued support during the year. Your Directors place on record their appreciation of the contribution made by NIITians at all levels for their commendable teamwork dedicated and wholehearted efforts, without which your Companys consistent growth would not have been possible

For and on behalf of the Board

Place : New Delhi Rajendra S Pawar

Dated : May 05, 2010 Chairman

(DIN 00042516)

 
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