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Your Directors are pleased to present their Twenty Fifth Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2018.
The Directors feel that it is appropriate to present the consolidated financial performance of the Company in the manner set out below:
|India Consolidated||Overseas Consolidated||Total Consolidated||India Consolidated||Overseas Consolidated||Total Consolidated|
|Revenue from operations||15,443.9||28,015.5||43,459.4||15,779.9||25,334.7||41,114.6|
|a) Cost of Goods Sold||14,339.1||26,717.5||41,056.6||14,775.0||24,023.0||38,798.0|
|b) Employee Benefits||187.0||466.0||653.0||165.0||462.3||627.3|
|c) Other Expenses||522.1||411.3||933.4||434.7||429.8||864.5|
|Profit before interest, Depreciation and Tax||420.1||435.4||855.5||431.6||434.6||866.2|
|a) Interest Expenses||101.1||66.9||168.0||81.7||75.3||157.0|
|b) Depreciation and Amortization Expenses||20.9||36.0||56.9||17.2||37.5||54.7|
|Profit before Tax||298.1||332.5||630.6||332.7||321.8||654.5|
|Profit after Tax||192.3||289.3||481.6||214.0||250.2||464.2|
Your Directors have made the following appropriations out of the standalone profits of the Company:
|Surplus in the Standalone Statement of Profit and Loss|
|Balance as per the last Balance Sheet as on March 31, 2017||1,085.34|
|Profit for the Financial Year 2017-18||183.92|
|Final Dividend paid (FY 2016-17)||91.96|
|Dividend Distribution Tax on Dividend paid *||14.32|
|Balance at the end of the year as on March 31,2018||1,162.98|
* Net of the Dividend Distribution Tax credit of Rs. 4.4 Crore on account of dividend received from subsidiary companies.
Financial Performance of the Company
The Standalone and Consolidated Financial Statements of the Company for the Financial Year 2017-18 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as required under the Companies Act, 2013.
The consolidated revenues of your Company was Rs. 43,498.5 Crore as against Rs. 41,156.0 Crore in the previous year registering a growth of 5.7% , while the consolidated net profit for the year grew by 3.7 % to Rs. 481.6 Crore for 2017-18 as against Rs. 464.2 Crore in the previous year.
The Earnings Per Share (EPS) on a consolidated basis (based on weighted average number of shares during the year) increased to Rs. 12.0 for the year under review as compared to Rs. 11.6 for the previous year.
A detailed analysis of the financial performance of the Company is given as part of the Management Discussion and Analysis report, which forms part of this report.
Statement on the salient features of the financial statements of Subsidiaries and Associate Companies in the prescribed Form AOC 1 is appended as part of this report. The details of the subsidiaries incorporated during the financial year under review are given as part of notes to the consolidated financial statements.
Although it has been a challenging year for the Company, the Directors are pleased to recommend an enhanced dividend of Rs. 2.40 per share (i.e. 120% of the Face Value) for the year ended March 31,2018 as compared to Rs. 2.30 per share (i.e. 115% of the Face Value) for the previous year.
INFORMATION TECHNOLOGY PRODUCTS
The IT procurement landscape in India is changing with digitalization creating new revenue streams and new platforms. Digital disruption is being progressively witnessed in most industries, leading to technological advancement in all sectors.
Computing and printing
Transition to the Goods and Services Tax (GST) regime adversely affected the retail sector, as many of the retailers were forced to liquidate the pre-GST inventory. Further, post-GST, disruptions in supply-chains led to challenges in re-stocking at partners stock levels. Seasonality and online
festive sales drove positive consumer spending throughout the year, despite depressed consumer sentiment heralded by low employment opportunities, static income levels and increasing fuel prices. Proactive planning and alignment with E-Commerce companies in Personal Computing space enabled us to capitalize on the accelerated demand fulfilment in the unaddressed market place and keep up the sales momentum.
There was a spurt in demand from MSME and SME segments for single function printers to print documents for GST compliance. Also, Multi-Function Printers gained preference due to reduction of tax rates by the government. During the year under review, there was re-alignment of exclusive territories in HP Printing and Supplies Business and your Company strengthened its foot-print in key strategic areas in HP Printing.
Commercial PC business witnessed stable growth across the year, capitalizing on key opportunities in Government/BFSI and Education sector. Our strategy of focusing on diverse opportunities helped us in growing our business in midmarket and SME segments with smaller ticket opportunities, thereby helping us in mitigating the challenge posed by the postponement of capex plans by large corporates.
Enterprise and Infrastructure
Though FY Rs.18 was marred by challenges in various forms on account of GST implementation, there has been a gradual increase in terms of investment in the IT infrastructure market. Digital India initiative fuelled much needed growth, with investments from both Central and State Governments as also from verticals like BFSI and Telecom. Adoption of outsourced model by enterprises in India lead to increasing investment decisions by the Data Centre Providers. Expansion of both Captive and Outsourced Data Centres boosted the Server market. E-commerce transactions and hybrid IT infrastructure in India fuelled the need for robust Cyber Security solutions. Converged Infrastructure and Software Defined Infrastructure in Data Centres were the new rising demands from CIOs during the year. Your Companys deep engagement with renowned brands enjoyed a healthy share of enterprise Infrastructure business.
During the year under review, India saw consolidation of the cellular market and aggressive roll out of 4G, thus aiding the demand for both feature phones and smartphones. However, in the case of smartphones, the demand was inclined towards the mid-priced smartphones with higher storage space, better processors and other advanced features, thus impacting the demand of premium smartphones.
For your Company, Mobility segment contributed nearly 20% of the annual India revenues for FY 18, encompassing major vendors such as Apple, Google and Samsung. While the changes in distribution rights of Apple iPhone during the year under review resulted in a decline in the Companys market share, given demand for iPhones in India and plans by Apple for its new product launch, we expect your Company would be in a position to benefit greatly from its association with this iconic brand. Your Company has a strong exclusive partnership with Google for the distribution of its smartphone brand Pixel. Given the strength of the brand, Pixel promises to deliver continued and increasing value in the coming years.
During the year under review, your Company completed one full year in the distribution of Solar Equipment and Health & Medical Equipment (HME).
In Solar Equipment segment, your Company focuses on the Solar PV Roof Top space, distributing Solar PV products, its components and raw materials. During the year, industry wide tax issue on account of Anti-Dumping Tariff plagued the business. However, your Company doubled the sales revenue from this vertical in FY Rs. 18. With Indias ambitious target of attaining 100,000 MW of solar capacity by 2022, there are immense growth opportunities in this space.
In HME segment, your Company distributes Mid-size Equipment & Instruments, which forms a large segment of the industry. Since HME is an unorganized sector, your company had initial challenges in establishing structured method of distribution. However, these structural challenges are being gradually overcome by showcasing the relevance and value of a well-organized national distributor which offers the backbone of high quality systems and processes, impeccable financial pedigree and ease of doing business.
IT Professionals in Indian organizations have witnessed a shift in increasing adoption of cloud computing. According to research report from India-based CIO Klub and Ernst & Young LLP, businesses are moving to the cloud to lower their IT infrastructure and administrative costs and to adopt a flexible and scalable model for IT.
Your Company has invested towards becoming a premier cloud solutions provider. Your Company helps partners to manage their entire multi cloud business through Fully Automated, Self-service Unified Digital Platform. It focuses
on deeper engagement with partners & their customers, by managing each customers unique IT needs through a well- structured assessment followed by a documented plan to migrate, implement and manage the cloud infrastructure for optimisation and performance. Your Company is currently supporting its partners customers in the following market segments:
Small & Mid-market customers: Cloud adoption, web application hosting, backup & storage solutions.
Enterprise customers: Data Center transformation, Hybrid cloud, ERP on cloud, Disaster recovery solutions, business applications, Big data & IoT and Advance technology enablement on cloud.
Cloud customers: Cost/Performance optimization,
monitoring, management and security solutions.
Digital Printing industry, being one of the financially unorganized sectors, experienced a double whammy on account of demonetization followed by GST implementation. Despite the challenges, we saw a constant growth in print- page volume and service revenues. Your Companys continued focus on generating demand by conducting various marketing campaigns/initiatives including training programs for new application development and roadshows, yielded success in building the customers business.
Your Company has been making investment in distribution of 3D Printing products, which is touted to be the next major advancement in the printing industry. Your Company has strong partnerships with prime brands in this segment. During the year, it signed up with Hewlett Packard for their 3D Printers and partnered with Carl Zeiss as their exclusive distributor for their 3D scanners in India. Your Company has also successfully established an on-demand part manufacturing facility called "Visual I" (read as Visual Eye) to engage with the customer on an end to end basis from the designing stage until the manufacturing process.
Your Company has two Wholly Owned Subsidiaries in India, viz., ProConnect Supply Chain Solutions Limited (ProConnect) and Ensure Support Services (India) Limited (Ensure). Your Company capitalises on the growth opportunities available in the supply chain solution arena, through ProConnect. Ensure is carrying out the after-sales support service business for various IT Hardware and Technology products as well as provides Infrastructure Management Services. Pursuant to the Order of National Company Law Tribunal, Chennai Bench, Cadensworth (India) Limited, an erstwhile wholly- owned Subsidiary, was merged with the Company with an Appointed Date of April 1, 2016. The Order has been made effective on July 26, 2017, upon complying with all the relevant requirements under the Companies Act, 2013
ProConnect Supply Chain Solutions Limited
ProConnect provides end to end supply chain solutions to various customers across different industry verticals. It focuses on the opportunities in the fast growing Third Party Logistics (3PL) segment and is a neutral logistics service provider, operating pan India, with 170+ warehouses encompassing 6.3 Mn sq. ft of warehousing space. ProConnect offers its customers customized supply chain solutions enabling cost optimization while driving efficiency and agility. ProConnects processes are certified with ISO 9001:2008 Quality Management System (QMS). Rajprotim Supply Chain Solutions Limited, a Subsidiary of ProConnect, has also achieved a remarkable growth through customer satisfaction, which has added few more to its exclusive clientele.
The intent of being a "Preferred Service Provider" is evident from ProConnects ability to generate incremental revenues from its existing customers as well as its success in adding new customers. With 165+ customers, it is noteworthy that the contribution from external business (other than Redington) has increased to 79%. ProConnect is well equipped to handle the warehousing & logistics needs of varied industry verticals. As a testimony to this, during the year, it ventured into the highly regulated Pharma industry which requires specialised infrastructure and capabilities. During the frenetic and high volume festive season, ProConnect has extended exceptional support to the E-Com players, by providing timely and effective warehousing and logistics support. ProConnects Mission Critical Service Division provides Supply Chain Services for products, requiring strict adherence to stipulated timelines, in order to meet the criticality levels.
With GST now in place, ProConnect is expected to witness further growth momentum in its organic business as well as through further expansion of key service offerings like, in the transportation segment.
Ensure Support Services (India) Limited
Ensure provides the entire gamut of post sales services and Infrastructure Management Services (IMS), focussing on both B2B and B2C businesses. Considering the market dynamics of IT and Mobile product services, Ensure continues to invest in automation for higher efficiency in operations and costs.
In the way forward, it intends to continue growing the IMS and Warranty businesses, wherein it has strong positioning and invest in the high-end businesses like Managed Security Services and Managed Print Services, which offer good growth opportunities.
Redington (India) Investments Limited is an Associate Company of your Company. It has a wholly owned subsidiary, Currents Technology Retail (India) Limited ("Currents") which operates a chain of Apple retail stores. During the year, Currents opened two new small-format stores and witnessed higher sales, especially in the second half of the year, facilitated by the Apple product line-up and the new GST regime.
Your Companys overseas operations are carried out through two wholly owned subsidiaries; Redington International Mauritius Limited, Mauritius (RIML) addressing Middle East, Turkey, Africa (META) region and Redington Distribution Pte Limited, Singapore (RDPL) addressing the South Asian region comprising of Sri Lanka, Bangladesh, Nepal and Maldives markets.
Redington Gulf FZE , a Wholly Owned Subsidiary of RIML, addresses more than 26 markets in Middle East, Turkey and Africa. The year saw many significant developments - geopolitical, economic, taxation et al.
Serious differences between the Arab Quartet (UAE, Saudi Arabia, Bahrain & Egypt) and Qatar eventually snowballed into an economic blockade on Qatar. Apart from rising levels of regional uncertainties, this also resulted in a significant reduction in revenue for Redington Gulf from Qatar. The impasse continues and has also brought into question the viability of the 6-member Gulf Cooperation Council, which includes Qatar.
The Turkish Lira continued to depreciate against the US Dollar due to a variety of concerns -political, economic situation in the country apart from Turkeys role in geopolitics. In Kenya, presidential elections were held twice due to poll related violence and other concerns.
A very significant development during year under review was the introduction of Excise duty and VAT in UAE and KSA. Apart from having an adverse effect on inflation in these two countries, muted demand is expected to slow down domestic sales in UAE for 2-3 quarters before picking up again.
Inspite of a changing business and economic landscape Redington Gulf FZE has continued to deliver record growth in
revenues and profits while as also retaining its position as the largest technology distributor in the region.
In order to address the growing e-commerce market in Turkey, Redington Gulf set up a subsidiary of Arena to focus on this business segment.
Redington Gulfs subsidiary Linkplus, Turkey continues to grow with addition of key brands to its portfolio.
Computing & Printing
The PC market globally bucked the recent trend and recorded a flat growth and followed a similar trend in META as well.
Redington Gulf continued to demonstrate growth in the total number of PCs shipped and continues to have the highest market share in the region for key PC vendors such as HP, Dell and Lenovo.
Its persistent effort to focus on effective working capital management continued to bear results during this year as well.
Enterprise & Infrastructure
Redington Gulf consolidated its hyper convergence portfolio with addition of Nutanix as well as cybersecurity and emerging security portfolio with Imperva and Palo Alto Cloud Security distribution contracts in the Middle East. Key steps to demonstrate use cases for Big Data Analytics and IoT in our connected office were initiated as well to showcase to customers a very unique solution centre - Red Vault.
Significant contribution made by the Value Added distribution business were duly recognized by many global vendors with notable industry accolades such as Global Innovation Award for Red Vault, VAD of the Year - Reseller ME and VAD of the Year - GEC awards by Enterprise MEA.
The Mobility business of Redington Gulf for the year crossed a landmark revenue of USD 1 billion further cementing its position as a leading Mobility distributor in MEA. The year also saw the addition of the brands to the distribution portfolio including Nokia.
Cloud Computing, Big Data Analytics and Internet of Things
In order to provide value added offerings in this very important area, Redington Gulf set up a consulting entity - Citrus Consulting, to provide niche services such as Cloud Transformation Services, Data Analytics/Big Data and IoT.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The details of changes in the Directorships during the Financial Year 2017-18 is given below:
(a) Details of Appointment:
Ms. Chen, Yi-Ju was appointed on the Board as an Additional Director (Non-Executive Nominee Director) with effect from December 26, 2017. Your Company has received notice from a member proposing Ms. Chen, Yi-Jus appointment as Director of the Company. A Resolution for appointment of Ms. Chen, Yi-Ju as a NonExecutive Nominee Director of the Company is included in the notice of the ensuing Annual General Meeting.
(b) Details of Resignation:
During the year, Ms. Suchitra Rajagopalan, Independent Director & Mr. Lin, Tai-Yang, Non-Executive Director tendered their resignation from the services of the Company, on September 28, 2017 and December 26, 2017 respectively. The Board took note of the same and acknowledged their continued assistance and guidance provided for the growth and welfare of the Company during their tenure as director.
Mr. B. Ramaratnam, Non-Executive Director was appointed on the Board w.e.f May 24, 2016. Up to the Financial Year 2015, Mr. Ramaratnam was a partner of Deloitte Haskins & Sells, the erstwhile Statutory Auditors of the Company. As per Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to be an Independent Director, a Director inter alia must comply with the requirement that he/she was not a partner of the Auditors firm for a period of 3 financial years before the financial year in which the appointment is considered. Pursuant to this, Mr. Ramaratnam was appointed as a Non-Executive Director. The cooling period of 3 years as mentioned above was completed on March 31, 2018 and he fulfilled the criteria for an Independent Director and is eligible for appointment as Independent Director.
On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on May 21, 2018 appointed Mr. Ramaratnam as an Independent Director for a period of 5 years with effect from May 21, 2018 to May 20, 2023, subject to the approval of the members of the Company in the ensuing Annual General Meeting.
Mr. Udai Dhawan and Mr. Tu, Shu-Chyuan, Directors of the Company are liable to retire by rotation, and being eligible, have offered themselves for re-appointment.
Brief particulars of the Directors who are getting appointed / reappointed are furnished in Annexure A to the Notice of the Annual General Meeting.
At the Annual General Meeting held on July 28, 2017, Mr. Raj Shankar was re-appointed as Managing Director for a period of 5 years with effect from July 26, 2017. Being a Non-Resident, his appointment is subject to the approval of Central Government. The Company has filed the requisite forms within due date and awaiting approval.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with Section 134(5) of the Companies Act, 2013, the Directors of the Company, state that:
a) I n the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) 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 at March 31, 2018 and of the profit of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
During the year,
CRISIL (An S&P Global Company) has upgraded its longterm ratings on the bank facilities of the Company to CRISIL AA /Stable from CRISIL AA- / Positive. The short-term rating and commercial paper have been reaffirmed at CRISIL A1+ (their highest rating in this category).
ICRA (A Moodys Investors Service Company) has upgraded its long-term ratings on the bank facilities of the Company to [ICRA] AA (Stable) from [ICRA] AA- (Stable). The short-term rating and commercial paper rating have been reaffirmed at [ICRA] A1+ (their highest rating in this category).
These high ratings from the two leading rating agencies benefit the Company in its borrowing program and helps in reducing the interest costs in India.
The Companys Statutory Auditors, BSR & Co. LLP ("BSR"), Chartered Accountants (Firm Registration No. 101248W/W - 100022) issued their report on the Standalone and Consolidated Financial Statements of the Company and the same is appended here to this Report. The Auditors Reports on the Standalone and Consolidated Financial Statements do not contain any qualification, reservation or adverse remark.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on the Corporate Governance, Business Responsibility and Management Discussion and Analysis is attached to this Annual Report.
Board and its committees
The details of the composition of the Board and its committees and its meetings held during the financial year are given in the Corporate Governance Report.
Independent Director Declaration
All the Independent Directors have given declaration as required under Section 149(7) of the Companies Act, 2013.
Internal Financial Controls
The Company prepared a comprehensive document on Internal Financial Controls (IFC) in line with the requirement under the Companies Act 2013, which included Entity Level Controls (ELC), Efficiency Controls, Risk Controls, Fraud Preventative Controls, Information Technology General Controls (ITGC) and Internal Controls on Financial Reporting (ICFR). A brief note on IFC including ICFR is given in Annexure A to this Report.
The Board opines that the internal controls implemented by the Company for preparation of financial statements are adequate and sufficient.
The Risk Management Committee monitors the Risk management practices of the Company. The Committee meets periodically and reviews the potential risks associated with the Companys business and discusses steps taken by the management to mitigate the same.
The Board of Directors reviewed the risk assessment and procedures adopted by the Company and is of the opinion that there are no risks which may threaten the existence of the Company.
Details of Employee Benefit Scheme
The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure B to this Report. The certificate from the statutory auditors of the Company stating that Employee Share Purchase Scheme, 2006, Employee Stock Option Plan 2008 and Redington Stock Appreciation Right Scheme, 2017 have been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution passed in the general meeting is also appended thereto.
Information on Conservation of Energy and Technology Absorption
A. Conservation of Energy:
i. Steps taken for Conservation of Energy:
The operations of your Company involve low energy consumption. Adequate measures have, however, been taken to conserve energy by way of optimizing usage of power and virtualization of Data Centre.
B. Technology Absorption:
i. Effort made towards technology absorption:
Your Company continues to use the latest technologies for improving the quality of services it offers. Digitalization adoption and absorption across cloud technology, virtualization and mobility resulted in better operational efficiencies and Turnaround Time (TAT). Business Intelligence (BI) and Analytics facilitate key decisions and improves process efficiency.
ii. Import of Technology:
The Company has not imported any technology for its usage during the year.
iii. Expenditure on Research and Development:
Since your Company is involved in the Wholesale Distribution of Technology Products, there is no expenditure incurred on research and development.
Foreign Exchange earnings and outgo
The details of Foreign Exchange earnings and Expenditure during the year are given below:
Earnings in Foreign Currency:
Rs. in Crore
|Rebates & discount||111.84|
|Dividends from overseas subsidiaries||16.42|
|FOB value of exports||0.71|
Expenditure in foreign currency:
Rs. in Crore
|Royalty (cost of software included under purchases)||25.96|
|Directors sitting fee||0.12|
Policy on Appointment and Remuneration of Directors
The Board on the recommendation of the Nomination and Remuneration Committee has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and Other Employees. The same is enclosed as Annexure C to this report.
The above policy is also accessible from the following link: https://redingtonindia.com/images/Policy Remuneration.pdf
Performance evaluation of the Board and Committees
The details of annual evaluation made by the Board of its own performance and that of its committees and individual Directors and performance evaluation criteria for Independent Director laid down by Nomination and Remuneration Committee are enclosed as Annexure D to this report.
Particulars of Employees
The Particulars of employees required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been given in the Annexure E appended hereto and forms part of this report.
Particulars of Loans given, Investments made,
Guarantees given and Securities provided
Particulars of loans given and investments made are given under Notes 15 and 6 respectively to the Standalone Financial Statements.
Corporate Social Responsibility
The Corporate Social Responsibility (CSR) Committee has formulated and recommended to the Board a policy on CSR indicating the activities to be undertaken by the Company. The report on CSR is given under Annexure F to this report.
Secretarial Audit Report
Pursuant to Section 204 of Companies Act, 2013, a Secretarial Audit was conducted by a Practicing Company Secretary, Ms. CS R. Bhuvana. The report furnished by the Auditor is enclosed as Annexure G to this report and such report does not contain any qualification, reservation or adverse remark.
The Company has implemented a vigil mechanism to provide a framework for the Companys employees and Directors to promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the Company. A brief summary of the vigil mechanism implemented by the Company is annexed under Annexure H to this report.
Extract of Annual Return
Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as Annexure I to this Report.
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
The Company has not received any deposits as defined under Companies Act, 2013 during the Financial Year 2017-18.
The Board decided not to transfer any amount to the reserves.
None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure J in Form AOC-2.
There are no material changes and commitments affecting the financial position of the Company which have occurred between March 31, 2018 and the date of this report.
The Dividend Distribution Policy pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is disclosed in Annexure K and on the website of the Company.
The Company has complied with the applicable secretarial standards.
|Policy on Related Party Transaction||http://redingtonindia.com/images/PolicyondealingwithRelatedPartyTransactions.pdf|
|Policy for determining Material Subsidiaries||http://redingtonindia.com/images/PolicyonMaterialSubsidiaries.pdf|
|Criteria of Making payment to Non-Executive Directors||http://redingtonindia.com/images/PolicyonpaymenttoDirectors.pdf|
|Details of Familiarization programmes to Independent Directors||https://redingtonindia.com/images/FamiliarizationProgrammes.pdf|
COMPLIANCE WITH OTHER REGULATIONS Auditors
Certificate on Downstream Investment
With regard to the downstream investments in Indian Subsidiaries, the Company is in compliance with the FEMA regulations and the Company has obtained a certificate from the statutory auditors in this regard.
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Your Company has framed a policy on prevention of Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from the women employee about Sexual Harassment. No complaint was reported by any employees pertaining to Sexual Harassment during the year under review.
Your Directors take this opportunity to thank the shareholders including the principal shareholders, suppliers, customers, bankers, business partners/associates, for their consistent support and encouragement to the Company. Please join me and the Board members in conveying our sincere appreciation to all employees of the Company, its Subsidiaries and Associates, for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.
|On behalf of the Board of Directors|
|Place: Chennai||J Ramachandran|
|Date: May 21,2018||Chairman|
INDEX OF ANNEXURES TO THE BOARDS REPORT
A Note on Internal Financial Controls
B Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations 2014
C Policy on appointment of Directors and remuneration for the Directors, Key Managerial Personne and Other Employees.
D Details of Performance evaluation of Board & its Committees and the Evaluation criteria for Independen Directors
E Particulars of employees required under Rule 5 of Companies (Appointment and Remuneration o Managerial Personnel) Rules, 2014
F Report on Corporate Social Responsibility
G Secretarial Audit Report
H Summary of the vigil mechanism
I Extract of Annual Return
J Form AOC-2
K Dividend Distribution Policy
The Companies Act, 2013 has laid down responsibility on the Directors with respect to Internal Financial Control (IFC). The Institute of Chartered Accountants of India has issued a Guidance Note which prescribes the framework and risk that needs to be covered by a company regarding IFC.
The Company has envisaged the necessity for a good financial control environment much ahead of the requirement envisioned under the Companies Act, 2013. The Company has an existing framework of IFC which has been documented and tested based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls were observed.
Some of the key controls are:
Entity Level Controls (ELCs):
ELCs are imperative to an organization as it fosters a culture which sets the tone for a sound control environment within the organization. Support of management is essential to build and sustain an effective control environment. The Company has perceived this necessity and has demonstrated its intention and commitment by adopting COSO Principle (Committee of Sponsoring Organizations of the Treadway Commission), which is followed across the globe, in framing its IFC.
Entity-level controls include
Controls related to the control environment;
Controls over management override Efficiency Controls:
Over the years, the Company has built up a reservoir of knowledge in the field of distribution which has evolved into discrete business intelligence. The business intelligence is leveraged to assist in the decision making process by way of efficiency controls.
The Company believes that efficiency controls are essential for long term sustenance of the Company. Hence, higher emphasis is placed on coverage and completeness of efficiency controls. Influence of market trends, geography, the economy and vendor policy are considered in formulating efficiency controls.
The Company has a defined process for risk management. Risks are identified based on internal and external factors. Risk are then analysed and managed based on appetite, transfer, mitigation and avoidance.
Insurance coverage, factoring etc., is resorted to wherever the risk can be transferred. Risks are mitigated when it is not avoidable. Risks are avoided when it cannot be transferred or mitigated and the returns are not commensurate with the rewards.
Fraud Deterrence Controls:
The Company has identified certain key areas where possibility of fraud could occur. Checks & balances are built into the system during transaction processing to deter fraud. Areas prone to frauds are subject to constant review and audit by the external and the in-house internal audit team.
Information Technology General Controls (ITGCs):
ITGCs is an integral part of control environment of the Company. ITGCs are broad controls over general IT activities, such as security and access, computer operations, systems development and system changes.
Emphasis is placed on preventive controls and internal checks through the IT system.
Internal Control on Financial Reporting (ICFR):
The Company has developed robust controls for financial reporting. The controls hovers around two parameters, one, based on information generated by the Company through its operations, and two, requirements specified under various statutes.
The controls are designed from the point of view of "What could go wrong" or the inherent risk associated with the particular transaction or account that could distort the financial statement. The Institute of Chartered Accountants of India has issued a Guidance Note which is considered for detailing the inherent risk associated with a particular account in addition to the risk perceived by the Company.
A Summary of Status of ESOPs Granted
The position of the existing scheme is summarized as under -
|Sl. no||Particulars||Redington (India) Limited|
|i||Date of Shareholders Approval||February 27, 2008|
|2||Total Number of Options approved under ESOPs||2,335,973|
|3||Vesting requirement||50% of options - 1 year from date of grant. 25% of options - 2 years from date of grant. 25% of options - 3 years from date of grant|
|4||Exercise Price or Pricing Formula||Market price or such price as decided by the Board|
|5||Maximum term of Options granted||5 years from the date of vesting|
|6||Source of shares||Primary|
|7||Variation in terms of ESOP||No variations made in the current year|
The details of options granted, options vested and options outstanding under Employee Stock Option Plan 2008 are given in note no. 42 of the Standalone Financial Statements.
B The Company uses Fair Valuation method of accounting for Equity based plans.
|C Weighted average market price of options exercised during the year:||Rs.160.10|
|D Diluted EPS for the financial year ended March 31, 2018:||4.60|
E Option Movement during the year 2017-18
|Particulars||Numbers||Wt. Avg Exercise price()|
|1 Options outstanding at the beginning of the year||80,337||396.50|
|2 Number of options granted during the year||
|3 Options Forfeited / Surrendered during the year||
|4 Options Vested during the year||
|5 Options Exercised during the year||64,845||396.50|
|6 Options Lapsed during the year||3,200||
|7 Total number of shares arising as a result of exercise of options||324,225||396.50|
|8 Money realised by exercise of options (in Rs.)||25,711,042.50||
|9 Options outstanding at the end of the year||12,292||396.50|
|10 Options exercisable at the end of the year||12,292||396.50|
F Weighted average exercise price of options granted during 2017-18 whose
|(a) Exercise price equals market price ()||No options were granted during FY 2017-18|
|(b) Exercise price is greater than market price|
|(c) Exercise price is less than market price|
G Weighted average fair value of options granted during 2017-18 whose
|(a) Exercise price equals market price ()||No options were granted during FY 2017-18|
|(b) Exercise price is greater than market price|
|(c) Exercise price is less than market price|
H Employee-wise details of options granted during the financial year 2017-18 to:
|(i) Senior managerial personnel:|
|(ii) Employees who were granted, during any one year, options amounting to 5% or more of the optionsgranted during the year||No options were granted during|
|(iii) Identified employees who were granted option, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant||FY 2017-18|
I Method and Assumptions used to estimate the fair value of options granted during the year: The fair value has been calculated using the Black Scholes Option Pricing model
|Variables||Date of Grant|
|1 Risk Free Interest Rate|
|2 Expected Life|
|3 Expected Volatility||No options were granted during FY 2017-18|
|4 Dividend Yield|
|5 Price of the underlying share in market at the time of the option grant. ()|
DETAILS RELATED TO REDINGTON STOCK APPRECIATION RIGHT SCHEME, 2017 (SAR SCHEME)
A Details related to SAR
Description of the SAR Scheme: The Company has approved the grant of Stock Appreciation Rights (SARs) to the eligible employees of the Company and its Subsidiaries under the Redington Stock Appreciation Right Scheme, 2017. The maximum number of shares to be issued against the SARs shall not exceed 8,681,681 equity shares of Rs. 2/- each as adjusted for any changes in the capital structure of the Company.
The position of the existing scheme is summarized as under -
|1||Date of Shareholders Approval||November 19, 2017|
|2||Total Number of Shares approved under SAR Scheme||8,681,681|
|3||Vesting requirement||The SARs granted would be vested subject to the time and performance conditions as may be decided by the Compensation Committee from time to time|
|4||SAR Price or Pricing Formula||Base price as may be determined by the Compensation Committee from time to time|
|5||Maximum term of SARs granted||3 years from the date of vesting|
|6||Method of Settlement||Equity shares of the Company or cash as may be decided by the Compensation Committee from time to time.|
|7||Choice of Settlement||With the Company|
|8||Source of shares||Primary|
|9||Variation in terms of SAR||No variations made in the current year|
|10||Method used to account for SAR||Fair Value Method|
The details of SARs granted during the year is given in note 43 of the Standalone Financial statement. The scheme is administrated by the Compensation Committee and no Trust has been created for this purpose.
B SAR Movement during the year 2017-18
|1||SARs outstanding at the beginning of the year||-|
|2||Number of SARs granted during the year||8,179,000|
|3||SARs Forfeited / Lapsed during the year||30,000|
|4||SARs Vested during the year||-|
|5||SARs Exercised / Settled during the year||-|
|6||SARs outstanding at the end of the year||8,149,000|
|7||SARs exercisable at the end of the year||-|
C Employee-wise details of SARs granted during the financial year 2017-18 to:
(i) Senior managerial personnel:
|Name of senior management personnel||Designation||Number of SARs*|
|Raj Shankar||Managing Director||25,000|
|E.H. Kasturi Rangan||Whole Time Director||145,000|
|P.S. Neogi||Joint Chief Operating Officer||142,000|
|S.V Krishnan||Chief Financial Officer||126,000|
|Clynton Gerard Almeida||Chief Information Officer||117,000|
|M. Muthukumarasamy||Company Secretary||46,000|
* The Exercise price is Rs. 2 per equity share.
|(ii)||Employees who were granted, during any one year, SARs amounting to 5% or more of the SARs granted during the year||Nil|
|(iii)||Identified employees who were granted option, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant||Nil|
DETAILS RELATED TO EMPLOYEE SHARE PURCHASE SCHEME, 2006:
The Company offered shares to eligible employees under Redington (India) Limited - Employee Share Purchase Scheme, 2006.
A trust in the name and style of "Redington Employees Share Purchase Scheme Trust" was formed for the purpose of administering
the scheme. All the obligations of the trust have been fulfilled and there are no outstanding shares as on March 31,2018. Pursuant
to the same, the Board of Directors at their meeting held on May 21, 2018, have approved the dissolution of the said trust.
INDEPENDENT AUDITORS CERTIFICATE IN CONNECTION WITH THE EMPLOYEE SHARE PURCHASE SCHEME, 2006, EMPLOYEE
STOCK OPTION PLAN, 2008 AND STOCK APPRECIATION RIGHTS SCHEME, 2017 OF REDINGTON (INDIA) LIMITED (THE COMPANY)
1. This certificate is issued in accordance with the terms of our engagement letter dated September 11, 2017.
2. We were informed by Redington (India) Limited (the Company) that the Company requires a certificate from its statutory auditors for the year ended March 31, 2018 confirming that the Employee Share Purchase Scheme, 2006, Employee Stock Option Scheme, 2008 and Stock Appreciation Rights Scheme, 2017 (the Schemes) were implemented in accordance with the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 (SEBI SBEB regulations) read with the circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 and in accordance with the resolutions of the Company passed in the general meeting approving the Schemes.
3. The Companys management is responsible for maintaining the information and documents which are required to be maintained under the above regulations. Implementing the Schemes in accordance with the SEBI SBEB regulations and in accordance with the resolutions passed in the general meeting is the responsibility of the Company.
4. The Companys management is also responsible for compliance with the SEBI SBEB regulations read with the circular CIR/ CFD/POLICY CELL/2/2015 dated June 16, 2015 with respect to the Schemes.
5. Pursuant to requirements of above mentioned guidelines, our responsibility is to provide a reasonable assurance, based on our examination of records, documents and information and explanation given to us by the management, whether the Schemes are in compliance with the above mentioned SEBI SBEB Regulations and are in accordance with the resolutions passed in the general meeting of the Company.
6. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India (ICAI) and the Standards on Auditing specified under the Section 143 (10) of the Companies Act, in so far as applicable for the purpose of this certificate. The Guidance Note on Reports or certificates for Special Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
7. In connection with the above, we have performed the following procedures:
a. Read the Schemes provided to us by the Company;
b. Read the resolutions passed at the meeting of the Board of directors;
c. Read the shareholders resolution passed at the general meeting; and
d. Obtained required explanation and representation from the management.
8. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
9. In our opinion, and to the best of our information and according to the information and explanations given to us and the representation provided by the Management, we certify that the Company has implemented the Schemes in accordance with the SEBI SBEB regulations and in accordance with the resolution of the Company passed at the general meeting.
Restriction on use
10. This certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to comply with the requirement of the SEBI SBEB regulations and it should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.
|for B S R & Co. LLP|
|ICAI Firm Registration Number: 101248W/W-100022|
|Place : Chennai||Partner|
|Date : May 21,2018||Membership No. 203491|
PART A - POLICY ON APPOINTMENT OF DIRECTORS
For the Board of a Company to be effective and efficient, it should comprise of individuals who have professional qualifications and proven experience in their respective fields of specialization.
The Nomination and Remuneration committee evaluates the Directors and recommends the Board for their appointment / reappointment and ensures optimum composition of Board. While recommending appointment of an Individual as a Director on the Board, the committee has to review the following factors including the others:
Diversity of the Board
Qualification and positive attributes
Independence of Directors (in the case of Independent Directors)
Diversity of Board
Diversity in the Board enhances diversity of ideas. Having this ideology in mind, the Committee shall take into consideration various factors including the following to ensure Board Diversity:
Optimum composition of Executive Directors and Non-Executive Directors on the Board;
Professional experience and expertise in different areas of specialization;
Diversity criteria including, but not limited to gender, age, ethnicity, race, religion, culture and geographic background;
Academic qualification, functional expertise, personal skills and qualities
The ultimate decision is based on merit and contribution that the selected candidates bring to the Board.
Qualification and positive attributes
The committee may also assess whether they meet qualification criteria and the positive attributes set below:
Financially literate, which means he/she possess the ability to read and understand basic financial statements i.e. balance sheet, Statement of Profit and Loss, and statement of cash flows.
Possess high levels of personal, professional integrity
Have appropriate knowledge / experience about the industry and the Company, or ability to acquire required knowledge and understanding.
Able to provide guidance to the Board in matters of business, finance, strategy and corporate governance
Able to analytically look into the issues placed before the Board and provide strategies to solve them
Possess better communication skills and ability to work harmoniously with fellow Directors and management;
Willingness to devote the required time, including being available to attend Board and Committee meetings;
Independence of Directors (only in the case of Independent Directors)
Any relationship between the Company and Directors other than in the normal course will affect the Independence of Directors in many ways. The Committee shall assure that the candidate proposed for the position of Independent Director meets the minimum criteria for Independence set out under Section 149 of the Companies Act, 2013. It shall also assess if the candidate would be able to meet the standards mentioned in the code for Independent Directors under the Companies Act, 2013.
PART B POLICY ON REMUNERATION TO BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES Introduction
With the view to ensure that the Company attracts, motivates and retains qualified industry professionals for the Board and Management in order to achieve its strategic goals this policy is designed to encourage behavior that is focused on long-term value creation, while adopting the highest standards of good corporate governance. The remuneration policy of the Company is aimed at rewarding performance, based on review of achievements on a regular basis and is in consonance with the existing industry practices.
This policy is now re-framed to ensure that the requirements of Section 178 of the Companies Act, 2013 is met and it intends to define general guidelines for the Companys pay to the Board of Directors, Key managerial Personnel and Senior Management and other employees.
Remuneration of Directors
The Board of Redington (India) Limited comprises of three categories of Directors viz., Executive Directors, Non Executive Directors and Non Executive Independent Directors.
The Remuneration to Executive and Non Executive Directors are governed by the provisions of Companies Act, 2013 and the rules framed thereunder and the notifications issued by the Ministry of Corporate Affairs from time to time.
The Executive Directors compensation comprises of two broad components - Fixed Remuneration and a performance-linked variable component. The fixed remuneration is determined based on market standards and the Companys specific needs from time to time. The Board of Directors evaluate the fixed remuneration annually based on the results from the previous period and with due consideration to the trend within the market standards.
Variable Components of the Executive Directors includes performance linked bonus, which will be decided by the Board based on the performance criteria with the objective to create long term shareholder value.
Executive Directors do not receive any sitting fees for attending the Board and Committee meetings.
Non Executive Directors
The Non Executive Directors including Independent Directors are paid commission upto one percent of the profits as may be decided by the Nomination and Remuneration committee and the Board of Directors. This profit is to be shared amongst the Non Executive Directors.
Non Executive Independent Directors are eligible for fixed amount of sitting fees for attending meeting of the Board of Directors and its committees as allowed under the Companies Act 2013.
Reimbursement of expenses
All expenses incurred by the Board of Directors for attending the meetings and events of the Company are reimbursed at actuals. Remuneration to Key Managerial Personnel and Senior Management Personnel
It is to be ensured that Key Managerial Personnel (KMP) and Senior Management Personnel are paid as per the trend prevalent in the similar industry, nature and size of business. The level and components of remuneration is reasonable and sufficient to attract and retain the KMPs and Senior Management.
The remuneration for Key Managerial Personnel and Senior Management comprises of two broad components i.e Fixed and Variable.
The fixed component is paid on a monthly basis and the variable component is paid on the degree of their achieving "Key Result Areas". Executive Directors on yearly basis, on discussion with the KMP and senior management personnel, frame the Key Result Area (KRA). The KRA is fixed with an aim to achieve the overall objectives of the Company.
Remuneration to other employees
To have a strong bondage with the Company and long time association of the employees, the management while fixing remuneration to the employee ensures that it:
Appropriately compensate employees for the services they provide to the Company;
Attract and retain employees with skills required to effectively manage the operations and growth of the business;
Motivate employees to perform in the best interests of the Company and its stakeholders
In consonance with this well formulated principle, the compensation of employees has been linked to performance. However for compensation above certain limits have variable component in the salary structure and are linked to Key Result Area (KRA) fixed to the employees.
Share/Stock based compensation
To attract and retain the talent, motivate employees to achieve business goals, reward performance with ownership and align employees interests with those of shareholders, the Company endeavours to create wealth to the Directors and employees by way of share/stock based compensation framed by the Company. Prior to and post listing of the shares of the Company on the stock exchanges, the Company, formulated various schemes to offer shares/stock based compensation to the Directors and employees.
To protect the interest of the Directors and employees while carrying out their duties which are exposed to various legal and regulatory requirements, the Company has obtained various insurance policies such as Directors & Officers Liability Insurance, etc. The Professional Indemnity policies are intended to protect the Directors and executives from legal action. The policy normally covers legal costs for defending civil suits.
ANNEXURE D: PERFORMANCE EVALUATION PROCESS & CRITERIA
Nomination and Remuneration Committee (the Committee) of Board of Directors appointed an external agency and availed their assistance in designing, implementing, analyzing and reporting of performance evaluation of the Board and its committees and the members thereof in compliance with the statutory requirements.
With their assistance, the Committee has formulated criteria and questionnaires to evaluate the performance of Board, its committees and Individual Directors including the Independent Directors.
The performance evaluation criteria is determined by the Committee taking into consideration the composition of the board, role of the Directors and committees etc. It also includes Boards culture, stewardship of the board, participation and contribution by the individual Directors during Board Meetings, interface with the senior management team and independence of behaviour and judgement etc.
Based on the feedback received on the questionnaires, the performance of every Director was evaluated. Independent Directors at their separate meeting carried out evaluation on the performance of Non Independent Directors and Board as a whole. Chairmans evaluation was carried out by entire Board of Directors including the Independent Directors.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:
1. Total Remuneration entitled (paid/payable) for the entire Financial year 2017-18 is considered.
2. The remuneration received by Directors from the Company is only considered.
A. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year;
|Name of Director||Designation||Ratio to median remuneration|
|Prof J. Ramachandran||Chairman, Non Executive Independent Director||6.6|
|Mr. V. S. Hariharan||Non Executive Independent Director||5.9|
|Mr. Keith WF Bradley||Non Executive Independent Director||5.7|
|Mr. B. Ramaratnam||Non Executive Director||5.7|
|Mr. E.H. Kasturi Rangan||Whole Time Director||26.5|
|Ms. Suchitra Rajagopalan*||Non Executive Independent Director||0.2|
* Resigned from the Board on September 28, 2017.
B. The percentage change in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year:
|Name of Director||Designation||YOY %|
|Prof J. Ramachandran||Chairman, Non Executive Independent Director||28.9|
|Mr. V. S. Hariharan||Non Executive Independent Director||25.0|
|Mr. Keith WF Bradley||Non Executive Independent Director||34.7|
|Mr. B. Ramaratnam||Non Executive Director||34.3|
|Mr. E.H. Kasturi Rangan||Whole - Time Director||0.0|
|Ms. Suchitra Rajagopalan*||Non Executive Independent Director||NA|
|Mr. S. V. Krishnan||Chief Financial Officer||8.1|
|Mr. M. Muthukumarasamy||Company Secretary||6.8|
* Ms. Suchitra Rajagopalan resigned from the Board w.e.f. September 28, 2017. Hence, remuneration is not comparable.
Mr. Raj Shankar, Managing Director of the Company is being paid remuneration from the overseas wholly owned subsidiary of the Company. Hence, the same is not considered here.
C. Percentage increase in median remuneration of employees in the financial year: 5.5%
D. Number of permanent employees on the rolls of Company as on March 31, 2018: 1,774
E. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year
i.e. 2017-18 was 10.6%. Increase in managerial remuneration (Whole Time Director) is given above.
F. It is affirmed that the remuneration is as per the remuneration policy of the Company.
G. Particulars of Employees:
Details of Top 10 employees as on March 31, 2018 in terms of remuneration drawn during FY 17-18:
|Name of the Employee||Mr. E.H. Kasturi Rangan*||Mr. Parthasarthi Neogi*||Mr. S.V. Krishnan||Mr. Ramesh Natarajan*||Mr. Clynton Almeida|
|Designation||Whole Time Director||Joint Chief Operating Officer||Chief Financial Officer||Senior President||Chief Information Officer|
|Remuneration||Rs. 12,729,436||Rs. 12,544,436||Rs. 10,000,000||Rs. 10,703,856||Rs. 9,482,557|
|Nature of employment||Permanent||Permanent||Permanent||Permanent||Permanent|
|Qualification||Chartered Accountant||Bachelor of Engineering||Chartered Accountant||Bachelor of Commerce||Bachelor of Science|
|Experience with the Company||15.5 years||18 years||20 years||20.5 Years||18 years|
|Date of Joining||October 1, 2002||April 1, 2000||May 18, 1998||August 21, 1997||April 19, 2000|
|Last Employment||Practicing Chartered Accountant||Exports Manager - Redington Pte Limited, Singapore||Ashok Leyland Limited||Territory Manager - Pertech Computers Limited||Senior Technical Consultant - Systime Computer Limited|
|No. of shares as on March 31, 2018||10,050||207||53,633||Nil||5,941|
|Relation to Board of Directors||Nil||Nil||Nil||Nil||Nil|
|Name of the Employee||Mr. J.K. Senapati||Mr. Gautam Hukku||Mr. R. Venkatesh||Mr. Murtuza K Tambawala||Ms. Parvathi Jagannadhan|
|Designation||President||Executive Vice President||Executive Vice President||Executive Vice President||Executive Vice President|
|Remuneration||Rs. 10,169,919||Rs. 9,162,027||Rs. 8,688,091||Rs. 8,638,000||Rs. 8,244,251|
|Nature of employment||Permanent||Permanent||Permanent||Permanent||Permanent|
|Qualification||Master of Business Administration||Master of Business Administration||Bachelor of Science||B.E, M.Sc., EGMP||Bachelor of Science|
|Experience with the Company||20 years||14 years||13.5 years||2.5 years||17.5 years|
|Date of Joining||June 15, 1998||February 17, 2004||August 18, 2004||November 2, 2015||September 1, 2003|
|Last Employment||Divisional Manager - Sinar Mas (India) Private Limited||Branch Manager - Tech Pacific India Limited||Nebula Technologies Private Limited||Kanlife Asia, Singapore||Ogilvy & Mather|
|Name of the Employee||Mr. J.K. Senapati||Mr. Gautam Hukku||Mr. R. Venkatesh||Mr. Murtuza K Tambawala||Ms. Parvathi Jagannadhan|
|No. of shares as on March 31, 2018||Nil||Nil||Nil||Nil||Nil|
|Relation to Board of Directors||Nil||Nil||Nil||Nil||Nil|
* Employed throughout the financial year 2017-18 and in receipt of remuneration not less than Rs. 1.02 Crore.
Details of employees who were employed for a part of the financial year, and were in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rs. 8.5 Lakhs per month:
|Name of the Employee||Mr. Stephen Aranha|
|Nature of employment||Permanent|
|Qualification||Master of Business Administration|
|Experience with the Company||5.5 Years|
|Date of Joining||November 1, 2011|
|Last Employment||Managing Director Emerio Malaysia Sdn Bhd, Malaysia|
|No. of shares as on March 31, 2018||Nil|
|Relation to Board of Directors||Nil|