Larsen & Toubro Infotech Ltd Directors Report.

To the Members of,


Your Directors have pleasure in presenting the Annual Report along with the Audited Financial Statements of Larsen & Toubro Infotech Limited (‘LTI or रCompany) for the financial year ended March 31, 2019 (‘FY 19‘).


(र Million)



2018-19 2017-18 2018-19 2017-18
Revenue from operations 89,072 69,064 94,458 73,065
Other Income 3,290 5,254 3,023 4,261
Total Income 92,362 74,318 97,481 77,326
Less: Operating Expenditure 71,841 58,583 75,625 61,191
Less: Finance Cost 43 138 106 157
Less: Depreciation and amortization 881 913 1,472 1,563
Profit Before Tax (PBT) 19,597 14,684 20,278 14,415
Less: Provision for Tax 4,846 3,083 5,123 3,291
Profit for the year (PAT) 14,751 11,601 15,155 11,124
Less: Non-Controlling Interests - - (4) 4
Add: Balance brought forward from previous year 28,973 21,011 28,865 21,384
Balance available for disposal which Directors appropriate as follows: 43,724 32,612 44,024 32,504
Less: Dividend (excluding tax) 4,523 3,139 4,523 3,139
Less: Tax on Dividends 842 500 842 500
Balance to be carried forward 38,359 28,973 38,659 28,865


On standalone basis, revenue from operations and other income for the financial year under review were र92,362 Million as against र74,318 Million for the previous financial year registering an increase of 24.3%. The profit before tax was र19,597 Million and the profit after tax was र14,751 Million for the financial year under review as against र14,684 Million and र11,601 Million respectively for the previous financial year. The profit after tax increased to the tune of 27.2% in comparison to the revenue increase of 24.3%.

On consolidated basis, revenue from operations and other income for the financial year under review were र97,481 Million as against र77,326 Million for the previous financial year registering an increase of 26.1%. The profit before tax was र20,278 Million and the profit after tax was र15,155 Million for the financial year under review as against र14,415 Million and र11,124 Million respectively for the previous financial year.


On standalone basis, as at March 31, 2019, the gross fixed and intangible assets stood at र7,782 Million (previous year र 6,539 Million) out of which assets amounting to र1,342 Million (previous year र820 Million) were added during the year and the net fixed and intangible assets stood at र3,229 Million (previous year र2,795 Million).

On consolidated basis, as at March 31, 2019, the gross fixed and intangible assets stood at र18,313 Million (previous year र14,362 Million) out of which assets amounting to र4,009 Million (previous year र2,918 Million) were added during the year and the net fixed and intangible assets stood at र9,414 Million (previous year र6,875 Million).


There have been no material changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of this report.


During FY19, Larsen & Toubro Limited, promoter of the Company, has sold 12,909,603 equity shares of the Company, in order to achieve minimum public shareholding as per Rule 19A of Securities Contract Regulation Rules, 1957.

Accordingly, Larsen & Toubro Limited holds 129,784,034 constituting 74.80% of the paid-up share capital of the Company as on March 31, 2019.


During FY19, the Company allotted 1,510,821 equity shares of Re.1 each on exercise of the vested options by the eligible employees under various Employees Stock Option Schemes of the Company. Accordingly, the paid-up equity share capital of the Company increased from र172.00 Million to र173.51 Million.

After March 31, 2019, the Company has further allotted 5,720 equity shares of Re.1 each on May 2, 2019 on exercise of vested options by the eligible employees under the Employees Stock Option Schemes of the Company. The equity shares allotted under the Employee Stock Option Schemes rank pari-pasu with the existing shares of the Company. Consequent to the same, as on the date of this report, the paid-up equity share capital of the Company is र173.52 Million.


The Directors are pleased to recommend final dividend of र15.50/- per equity share of face value of र1/- each. During the financial year ended March 31,2019, the Company paid an interim dividend of र12.50/- per equity share. The total dividend for FY19, including the final dividend, if approved by shareholders, would amount to र28/- per equity share.

The final dividend if approved by the shareholders would be paid/ payable to those shareholders whose names appear in the Register of Members as on the book closure date mentioned in the Notice convening the 23 rd Annual General Meeting :‘AGM) of the Company.

The Dividend is based upon the parameters mentioned in the Dividend Distribution Policy which is available on the Companys website at


The Company believes that the path to enduring रpeople success is by building and continually refining the leadership growth engine. The talent landscape in information technologies service sector is demanding and dynamic, upskilling and adding digital capacities has become a critical success factor for LTI. Our employees remain our biggest asset in this endeavor, keeping this in mind we have taken clear steps this year, with our journey titled Mission Ubuntu (I am, because we are). Its goal is to make LTI a meritocratic organization, where fairness, fearlessness, and humility are valued. We have initiated HR transformation initiative with an "HR Advisory and Manager Enablement" team that forms the backbone of the transformational HR, to strengthen our HR function for the Ubuntu journey. Based upon the philosophy of Mission Ubuntu, LTI has touched upon every aspect of employees work life covering the employees journey through LTI as a nine-step process starting from onboarding. We have initiated multiple process improvement and policy intervention steps in this direction. The Companys programs enable the leaders within the organization to constantly learn and upskill themselves. Below are the key leadership and behavioural interventions:

Leadership Voyager: At LTI we believe in refuelling the रLeadership Growth Engine as good leadership drives an organizations success. Our innovative methods of training and leadership programs help tap potential individuals into their leadership potential so they can successfully lead projects and participate in strategic discussions to transition from individual contributor to being a team leader.

The series of leadership development programs रI LEAD and रI LEAD PLUS is a digitally driven program on workplace which is provided to employees of LTI across 16 countries. The program currently runs for first time managers and senior managers respectively.

The I LEAD program stresses on research oriented learning with standardized content that can be applied globally. I LEAD program leverages the use of digital technology and Internal digital platforms like Workplace. The LTI Senior Leadership are engaged and involved in the program with their inputs facilitating each module. 1,300+ leaders participated in the program during FY19.

i - Rise: This is a flagship program to build a global leadership pipeline of young and energetic sales professionals. The program provides an environment that is focused on building competencies, delivering experience based learning and leveraging individual strengths. This is achieved through on- the-job learning, mentoring and learning sessions by industry renowned sales experts.

Diginius Voyager:

A series of soft skills programs is offered to all employees using different methodologies. Bespoke programs from top international universities on MOOCs and e-learning platforms were made available to the employees. Unique learning intervention was introduced on workplace to drive business communication popularly known as रLanguage Matters. There have been more than 10,000 active users who availed benefits of these programs in FY19.


The Workplace platform is used to transform employee experience and contribute to positive change through collaborative efforts of employees as Change Agents i.e. Catalysts. Employees post their queries, ideas on the Workplace platform. The Operations Committee periodically hears out catalyst ideas and takes them forward. Intime action has led the Company to record 75% idea implementation in FY19.

Beliefs: रBeliefs is an interactive classroom session with an end goal to educate employees on our five beliefs - go the Extra mile, रbe Agile, रpush frontiers of Innovation, रkeep Learning and रsolve for Society, to be at the forefront of every business track and transaction. We present concepts of the beliefs and how vital it is for each employee to align with them. Success stories, challenges and how to create a conducive environment to augment team work and bring about a रcool culture is at the heart of the program. So far we have covered more than 13,500+ employees through face to face workshops both in India and abroad.

LTI believes in a healthy work-life balance, through our Special Interest Group (‘SIG) we provide a platform for each employee to nurture his interest and collaborate to learn from one another. The SIGs engage in wide range of activities from fitness, sports to dance and LTI supports them by providing financial and infrastructure support. LTI remains committed to providing a safe working place to women employees comprising of thirty percent of our workforce. We also launched Minerva, an all exclusive forum for women to collaborate on Workplace across wide range of subjects.


The Company increased its efforts in establishing itself in the verticals it operates in, by strengthening its marketing ecosystem, alliance, and enhanced its marketing technology stack. It continues to work on expanding its footprint across the globe to better deliver its message to a varied set of stakeholders. For its efforts the Company is getting recognized through prestigious awards.

10. AWARDS & RECOGNITION Corporate/Marketing awards:

1. ITSMAs Diamond award for Marketing Excellence,

2. 2018 Stevie Awards for Great Employers for its internal communications & employee engagement initiatives,

3. 2018 Microsoft Partner of the Year award for App Innovation,

4. Gold Spotlight award for being ranked 51# among the Top 100 for Companys Annual Report FY18 by League of American Communications Professionals (LACP)

5. रDigital Company of the year and the रmost Admired Company of the year award from BTVI Business Leader of the year

Analyst and Advisory recognitions:

1. Positioned as a रLeader in NelsonHall NEAT for GDPR Services

2. Recognized as a रLeader for Business Process Transformation through RPA & AI in NelsonHall NEAT 2018

3. Named a रLeader in Avasants 2018 Blockchain Services RadarView TM

4. Named रLeader in Everest Group GDPR Services PEAK Matrix™ Assessment 2018

5. Recognized as a रLeading IT Service Providers in Gartners Competitive Landscape: Consulting and System Integration Service Providers for Robotic Process Automation 2018

6. Featured in Leadership zone in Zinnov Zones 2018 for IoT Technology Services

7. Topped ITS Challengers List for the second consecutive year in Everest Groups PEAK Matrix IT Service Provider of the Year TM 2019

8. Recognized by ISG as a रLeader in their Next- Gen Application Development and Maintenance Services: U.S Market ISG Provider Lens™ Quadrant Report

Leadership awards:

1. Sanjay Jalona, Chief Executive Officer & Managing Director of the Company is listed among the Best CEOs in the IT Services & Software category across all the listed companies in Asia and in the All-Asia Executive Team 2018 rankings by Institutional Investors.

2. Sudhir Chaturvedi, Whole-time Director & President Sales of the Company, is awarded as the top 100 most influential BAME leaders in UK Tech sector by Inclusive Tech Alliance and as one of the top 10 Highly Commended Disrupters. Sudhir is also recognized as the रChampion of Change by the Indian Business Women Awards 2019, for his commitment and effort towards raising the value of workplace diversity and inclusiveness.


The Company has continuously invested in state-of-the-art infrastructure across its campuses with the best amenities and services. Further, LTI expanded into SEZ campuses across India.

In FY19, the Company augmented office space by 7% over last year. The Company has set up offshore development centre in 2 more cities this year; namely Hyderabad and Noida. These additional Office spaces are customarily in SEZ locations.

All our newly created facilities exhibit the comforts of a new age office space to effectively collaborate and communicate. Gradually few of our workspaces have been upgraded into "Agile" workspace to meet the business dynamics and have added 350 seats through space optimisation without compromising the employee comfort. As on March 31, 2019, the total seating capacity at Indian centres stands at 23,422.


The Company continues all-pervasive commitment to quality with focus on client centricity and continuous improvements. The Company strives to be the most client-centric partner by delivering rich and meaningful experiences to its clients and their customers, continuously improving our services and solutions, with focus on agility and creativity by nurturing an environment that promotes learning and growth.

The Company has aligned and strengthened the management processes with focus on client centricity and delivery excellence and continue to measure project level and leadership level client satisfaction. Various initiatives implemented during the year have helped to improve client satisfaction levels. Leadership level client experience has also significantly improved for our key accounts. The Company focuses on delivering value to its clients through initiatives such as Beyond, Extreme Automation and Design Driven Delivery. "Beyond" initiative has brought in focus on innovation to deliver value to our clients. "Extreme Automation" has helped optimize our delivery execution and improve productivity. "Design Driven Delivery" suitably supported by Agile and DevOps methodologies, helps the Company to design and deliver client focused services and solutions. A new framework, Delivery Transformation Incentive (DTI) based on LTIs internal Capability Maturity Framework has been rolled out. This is aimed at improving the culture of high maturity process adoption & automation across the organization.

The Company continues to adhere to international certifications viz. ISO 9001, ISO 20000, ISO 27001, ISO 14001 and ISO 18001 through combined external audit conducted by Bureau Veritas, sustain CMMI for Development V1.3 at Level 5, for Development, Maintenance, Testing and ERP projects, and sustain CMMI for Services V1.3 at Level 5 for Application and Infrastructure Support projects. The Company has also sustained the compliance to ISAE 3402 requirements for the projects in the Insurance domain across Business Units and also for client specific engagements in the Banking domain.


The Directors do not propose to transfer any amount to reserve.


During the year ended March 31, 2019, the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.


The Board of Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;

(ii) the Directors have 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 as on March 31, 2019 and of the profit of the Company for the year ended March 31, 2019;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


Following were the changes in the Board and Key Managerial Personnel:

a. Mr. Nachiket Deshpande who was appointed as Chief Operating Officer with effect from December 12, 2018, has been appointed as Whole-time Director of the Company with effect from May 02, 2019, subject to approval of shareholders.

b. Mr. Aftab Zaid Ullah ceased to be Whole-time Director of the Company with effect from August 30, 2018.

Mr. Sudhir Chaturvedi, Whole-time Director of the Company, who retires by rotation and being eligible has offered himself for re-appointment at the ensuing AGM of the Company, the details of which are given in the Notice convening the 23rd AGM.


A report on Corporate Governance is annexed as Annexure A to this Report.


The Board of Directors met 4 (four) times during FY19. The details of the Board meetings and their attendance is provided in Annexure A to this Report.

Board meeting dates are finalized in consultation with all Directors and agenda backed up by comprehensive notes and detailed background information are circulated well in advance before the date of Board meeting thereby enabling the Board to take informed decisions. Detailed business and regulatory presentations are also made to apprise the Board on the important developments.


The Company has received declaration of independence from the Independent Directors as stipulated under Section 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence.


As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 on Board Meetings (‘SS-1) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during FY19, two meetings of the Independent Directors were held on May 23, 2018 and October 24, 2018.


The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its Committees, Chairman and individual Directors has to be made.

During the year under review, a structured questionnaire was circulated to all Directors for evaluation of performance of the Board, its Committees, its Chairman and individual Directors. The questionnaire included criteria such as composition and structure, meetings, Board effectiveness, Board functioning, information availability, etc. These questionnaires also cover specific criteria and the grounds on which all Directors in their individual capacity have been evaluated.

The inputs given by all the Directors were discussed in the meeting of the Independent Directors held on May 2, 2019, in accordance with Schedule IV of the Companies Act, 2013. The performance evaluation of the Board, its Committees, Chairman and Directors was also reviewed by the Nomination and Remuneration Committee and the Board of Directors which showcased the strengths of Board and areas of improvement. Overall the Board expressed its satisfaction on the performance evaluation process as well as performance of all Directors, Committees and Board as a whole.


The Board has constituted Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Corporate Social Responsibility (‘CSR) Committee and Risk Management Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the Board has also constituted a Strategic Investment Committee. The details of each of the Committees comprising their composition, charter & details of meetings held during the year are provided in the Corporate Governance Report, Annexure A to this Report.


The salient features of our Corporate Social Responsibility (‘CSR) Policy is part of the Annual Report on CSR which is annexed as Annexure D to this Report. The CSR Policy of the Company is available on the Companys website,


Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on रBusiness Responsibility Report forming part of this Annual Report as Annexure I is available on the website of the Company at, describing the initiatives taken by the Company from an environmental, social and governance perspective.


The Company strives to create value for all its stakeholders, while embodying the principles of good corporate governance.

Our sustainability framework reinforces our commitment to business sustainability being aligned to Environment, Social and Governance (ESG) aspects which also enables us to make our business more responsive and transparent. We are committed to solving for society - inspired by our core beliefs and motivated by the rich heritage of the L&T group.

The sustainability initiatives/ efforts of the Company is detailed in Business Responsibility Report of the Company and the sustainability reports are available on the website



M/s. B. K. Khare & Co. [ICAI Registration No. 105102W] were appointed as Statutory Auditors of the Company by the Shareholders at the AGM held in 2017 for a period of 5 years from the conclusion of 21st AGM till the conclusion of 26th AGM of the Company, subject to ratification by the shareholders at every AGM. The requirement of ratification by the shareholders at every AGM has been dispensed with by the Companies (Amendment) Act, 2017, hence no resolution is being proposed for ratification of appointment of Statutory Auditors.

The Auditors Report to the shareholders on the audited standalone and consolidated financial statements of the Company for the year ended March 31, 2019 does not contain any qualification and therefore does not call for any comments from Directors. Further the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (‘ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as their arms length relationship with the Company and declared that they have not taken up any prohibited non-audit assignments for the Company.


The Secretarial Audit Report issued by Ms. Naina Desai, Practicing Company Secretary, does not contain any qualification and is annexed as Annexure C to this Report.


The Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013, prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.


The Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC) within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013. For the year ended March 31, 2019, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. Further, the Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Companys operations.


The Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. A detailed note on risk management is given under separate section in this Annual Report.


The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism framework prescribed under the Companies Act, 2013 (Act). The Whistle Blower Policy encourages and facilitates the employees to report concerns about unethical behavior, actual/ suspected frauds and any wrongdoings or unethical or improper practice which may adversely impact the image and/or financials of the Company. A Whistle Blower can send complaint/concern of suspected improper activity directly to the Chairperson of Audit Committee or Whistle Blower Investigation Committee (‘WBIC). Further, to strengthen the Vigil Mechanism framework of the Company and ensuring timely and efficient redressal of complaints, रGuidelines on Vigil Mechanism was framed laying out procedures and process flow for investigations to be conducted under Vigil Mechanism. The Policy also provides for adequate safeguards against victimisation of a Whistle Blower. During the year, no personnel was denied access to the Audit Committee under Whistle Blower Mechanism. The Audit Committee of the Company oversees the implementation of the WhistleBlower Policy. Whistle-Blower Policy and Guidelines on Whistle Blower Mechanism are available on the Companys website,


The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy including clear threshold limits and the same is available on the Companys website,

During FY19, all the related party transactions were in the ordinary course of business and at arms length and were approved by the Audit Committee. Further, there were no material related party transactions during FY19.


As at March 31, 2019, the Company has 24 subsidiaries. There has been no material change in the nature of the business of subsidiaries.

During the year, the Company has:

a. Incorporated a wholly-owned subsidiary in Norway as रLarsen & Toubro Infotech Norge AS;

b. Acquired 100% shareholding of Ruletronics Systems Private Limited on March 15, 2019.

c. Acquired 100% shareholding of Ruletronics Limited - UK and Ruletronics Systems Inc.-USA through its wholly- owned subsidiary viz. Larsen & Toubro Infotech GmbH, Germany (LTI Germany) on March 15, 2019.

d. Acquired 100% shareholding of NIELSEN+PARTNER Unternehmensberater GmbH -Germany (N+P Germany) through LTI Germany. Accordingly, the wholly-owned subsidiaries of N+P Germany viz. NIELSEN+PARTNER Unternehmensberater AG-Switzerland, NIELSEN+PARTNER Pte. Ltd.- Singapore, NIELSEN + PARTNER S.A. - Luxembourg, NIELSEN & PARTNER Pty. Ltd. - Australia and NIELSEN & PARTNER Company Limited-Thailand, have become step down wholly-owned subsidiaries of the Company.

The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the same is available on the Companys website, There are no material subsidiaries of the Company as on March 31, 2019.

A statement containing the salient features of the financial statement of subsidiaries/ associate/ joint venture companies as per form AOC-1 is annexed as Annexure F to this Report. Further, pursuant to the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company alongwith relevant documents & separate audited financial statements in respect of subsidiaries are available on the Companys website,


Details of loans given, investments made or guarantees given or security provided, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes forming part of the financial statements provided in this Annual Report.


Information as per section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure G to this Report.


The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.


The Company believes that compliance with regulatory laws has become a catalyst for Corporate Governance and that a good statutory compliance system is vital for effective conduct of business operations. The Company ensures that appropriate business processes and adequate tools are in place for adherence with all the statutory obligations.

Keeping this in mind, the Company has put in place a framework on "Global Corporate Compliances" which outlines the companys philosophy towards compliance culture, understanding compliances, coverage, approach, responsibilities, reporting matrix and trainings.

The framework focuses on taking up compliance as an integral element for conducting business and create corporate culture characterized with integrity and law-abiding behavior. Under this framework, identified key stakeholders across business units, corporate functions and geography heads, ensure and confirm compliance with the provisions of all applicable laws on a continuous basis.

Audit Committee on quarterly basis reviews status of compliances and quarterly, a certificate is presented to the Board of Directors at its meetings confirming status of compliances along with remediation plan for non-conformities, if any. Any amendments to the laws are also reviewed, updated in the system and monitored by the Company. The Company also engages external consultants to review and update the compliance requirements for new geographies and also to update the existing list of compliances applicable globally to LTI. Audit assurance on the Compliance Management is sought on regular basis through Companys Internal Audit team.


The Company has a zero-tolerance policy for any form of sexual harassment at workplace and deals with all such incidents seriously and promptly. Any person found to have sexually harassed another, faces disciplinary action, up to and including dismissal from employment as per Companys Policy on Prevention of Sexual Harassment (‘Policy on POSH), which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules laid thereunder. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Policy on POSH is applicable to all employees (permanent, contractual, temporary, trainees) of LTI, its subsidiaries and third parties dealing with LTI and/ or its subsidiaries. During the year, Policy on POSH has been amended to strengthen the redressal mechanism by laying down detailed procedure for addressing sexual harassment complaints, introduced रHonour Knights at every location for providing assistance to the person aggrieved of sexual harassment. Further, in line with the global practices, the Policy on POSH has also been made gender neutral. The policy on POSH is available on the Companys website,

During FY19, the Company received two complaints on sexual harassment, which have been resolved with appropriate action taken by the Internal Complaints Committee and no complaints are pending as at end of FY19.


Nomination & Remuneration Committee (NRC) has formulated a Nomination and Remuneration Policy laying out role of NRC, policy for appointment, removal and remuneration of director, key management personnel and senior management. The policy is available on the website of the Company at

Some of the salient features of which are as follows:

1. To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

2. To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

3. To ensure proper composition of Board of Directors and Board diversity;

4. To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, key managerial personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to Companys working and its goals.

Additionally, during FY19, the Board has on the recommendation of NRC, approved the list of core skills/expertise/competencies required from the directors in the contest of companys business and sector for it to function effectively.


The details of remuneration as required under Section 197(12) of the Companies Act, 2013 (‘Act) and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided in Annexure E to this Report.

The details of employees receiving remuneration as mentioned in Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided in Annexure J to this Report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining copy of the same may write to the Company Secretary and Compliance Officer. None of the employees listed in the said Annexure is related to any Director of the Company. The aforesaid annexure is also available for inspection by the members at the Registered Office of the Company, 21 days before 23 rd AGM and upto the date of the AGM during the business hours on working days.


The extract of annual return is annexed as Annexure H to this Report.


There has been no material change in the Employee Stock Option Schemes (‘ESOP Schemes) during the financial year under review. The Employee Stock Ownership Scheme 2000 and the Employee Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan are in compliance with the then applicable Act and regulations, if any. Further the Employee Stock Option Scheme 2015 is in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and the disclosures relating to the ESOP Schemes of the Company as required are available on the Companys website,

A Certificate obtained from the Statutory Auditors, confirming compliance with the Companies Act 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure B of this Report.


During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.


Electronic copy of the Annual Report for the financial year 2018-19 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are registered with the Company/ Depository Participant(s). For shareholders who have not registered their email addresses, physical copies are sent in the permitted mode.


The Directors thank the Companys customers, vendors, banks, financial and academic institutions, employees, regulatory authorities, stock exchanges & all other stakeholders for their continued co-operation & support. The Directors also acknowledge the support and co-operation from the Government of India and overseas, its agencies and other regulatory authorities. The Directors also wish to place on record their appreciation of employees of the Company and its Group for their commendable efforts, teamwork and professionalism.

For and on behalf of the Board of Directors

Sanjay Jalona Sudhir Chaturvedi
Place: Mumbai Chief Executive Officer & Managing Director President - Sales & Whole-time Director
Date: May 2, 2019 (DIN: 07256786) (DIN: 07180115)