The Directors have immense pleasure in presenting the Twenty Third
Annual Report together with the audited financial statements for the
year ended June 30, 2015.
1. FINANCIAL RESULTS
Key highlights of the financial results of your Company for the year
ended June 30, 2015 are as under:
Total Income 37,840.68 32,821.06
Total Expenditure 28,723.62 24,903.73
Profit before tax 9,117.06 7,917.33
Provision for tax (1,815.11) (1,409.57)
Share of profit of
associates 39.90 20.06
Share of profit of minority
interest (24.78) (18.31)
Profit for the period 7,317.07 6,509.51
Balance in Statement of
Profit and Loss brought
forward 13,301.04 8,305.19
Transfer from debenture
redemption reserve due to 500 -
redemption of debentures
Amount available for
appropriation 21,118.11 14,814.70
Dividend and Corporate
dividend tax 2,824.86 813.66
Transfer to general reserve 650 600.00
Transfer to debenture
redemption reserve - 100.00
Balance carried forward
to the balance sheet 17,643.25 13,301.04
Total Income 18,352.94 17,156.49
Total Expenditure 10,654.40 9,758.83
Profit Before tax 7,698.54 7,397.66
Provision for tax (1,352.59) (1,413.04)
Share of profit of
associates - -
Share of profit of minority
interest - -
Profit for the period 6,345.95 5,984.62
Balence in statement of
profit and Loss brought
forward 11,068.08 6,597.12
Tansfer debenture redumption
reserve due to redumption
of debenture 500 -
Amount available for
approprition 17,914.03 12,581.74
Dividend and Corporate
dividend tax 2,824.86 813.66
Transfer to general reserve 650 600.00
Transfer to debenture
redumption reserve - 100.00
balence carried forward to
the Balence Sheet 14,439.17 11,068.08
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
On a standalone basis, the Company achieved revenue of Rs. 18,352.94
crores in the financial year 2014-15 as compared to Rs. 17,156.49 crores
in the financial year 2013-14, registering a growth of 6.97%. The
profit for the financial year 2014-15 is Rs. 6,345.95 crores as compared
to Rs. 5,984.62 crores in financial year 2013-14, registering a growth of
On a consolidated basis, the Company achieved revenue of Rs. 37,840.68
crores in the financial year 2014-15 as compared to Rs. 32,821.06 crores
in the financial year 2013-14, registering a growth of 15.29%. The
profit for the financial year 2014-15 is Rs. 7,317.07 crores as compared
to Rs. 6,509.51 crores in financial year 2013-14, registering a growth of
The state of affairs of the Company is presented as part of Management
Discussion and Analysis Report forming part of this Report.
In accordance with the Companies Act, 2013 (the Act) and Accounting
Standard (AS) - 21 on Consoldiated Financial Statements read with AS-23
on Accounting for Investments in Associates and AS-27 on Financial
Reporting of Interests in Joint Ventures, the audited consolidated
financial statement is provided in the Annual Report.
During the year, your directors had declared and paid four interim
dividends as per the details given below:
No. Interim dividend paid during Rate of dividend Amount of
the year ended June 30, 2015 per share (face dividend paid
value of 2 each)
1. 1st Interim Dividend 12 840.57
2. 2nd Interim Dividend 6 420.80
3. 3rd Interim Dividend 8 561.94
4. 4th Interim Dividend 4 562.28
S. Interim dividend paid during Dividend
No. the year ended June 30, 2015 Distribution Total Outflow
tax paid by the
1. 1st Interim Dividend 136.60 977.17
2. 2nd Interim Dividend 82.65 503.45
3. 3rd Interim Dividend 105.55 667.49
4. 4th Interim Dividend 114.47 676.75
Total 439.27 2,824.86
The Board of Directors in its meeting held on August 3, 2015, has
declared an interim dividend of Rs. 5 per equity share of face value of Rs.
2 each for the year 2015-16. The Directors did not recommend final
dividend for the year ended June 30, 2015.
4. TRANSFER TO RESERVES
For the year ended June 30, 2015, on a standalone basis, your Company
has transferred Rs. 650 crores to the General Reserve Account. The
balance amount of Rs. 500 crores in the Debenture Redemption Reserve
Account has been transferred back to the Statement of Profit and Loss
on account of redemption of debentures.
5. CHANGES IN CAPITAL STRUCTURE
During the year, 70,28,47,961 equity shares of Rs. 2 each fully paid-up
were issued as Bonus shares by way of capitalization of a sum of Rs.
140,56,95,922 from the Securities Premium Account of the Company for
issue of bonus shares in the proportion of one equity share for every
one equity share held by the equity shareholders of the Company on the
record date of March 20, 2015.
Shares allotted under Employees Stock Option Plans
During the year, the Company allotted 31,54,076 equity shares of Rs. 2
each fully paid up under its Employees Stock Option Plans.
Issued and Paid-up share capital as on June 30, 2015
As on June 30, 2015, the issued, subscribed and paid-up share capital
of the Company was Rs. 2,81,19,56,836 divided into 1,40,59,78,418 equity
shares of face value of Rs. 2 each.
During the year, the Company has redeemed the outstanding debentures
worth Rs. 500 crores. The details of the debentures issued and redeemed
are given below:
Date of Amount Coupon
Rate Maturity Redeemed
crores) (Payable Date on
August 25, 2009 170 7.55% August 25, 2011 August 25, 2011
August 25, 2009 330 8.20% August 25, 2012 August 25, 2012
2009 500 8.80% September 10,
2014 September 10,
The debentures were secured by way of mortgage(s) and/ or charges on
the specific movable / immovable properties of the Company whether
existing / future. The charges have since been released. The Company
has paid the interest due on these debentures on time and nothing is
payable as on date.
7. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report, in terms of Clause 49 of
the Listing Agreement, is attached and forms part of this Report.
As on June 30, 2015, the Company has 73 subsidiaries and 3 associate
companies. There has been no material change in the nature of the
business of the subsidiaries.
As per the provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company''s subsidiaries (which includes associate companies and joint
ventures) in Form AOC-1 is attached to the financial statements of the
As per the provisions of Section 136 of the Act, the financial
statements of the Company, standalone and consolidated along with
relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the Company. The Company
would provide the annual accounts of the subsidiaries and the related
detailed information to the shareholders of the Company on specific
request made to it in this regard by the shareholders.
During the year, the Company had incorporated the following step down
No. Name Country of Incorporation
1. HCL Technologies Columbia S A S Columbia
2. HCL Technologies Middle East FZ- LLC United Arab Emirates
3. HCL Technologies Italy S.p.A. Italy
4. HCL Istanbul Bilisim Teknolojileri
Limited Sirketi Turkey
5. HCL Technologies Greece
Single Member P.C. Greece
6. HCL Technologies, SA Venezuela
7. HCL Technologies (Beijing) Co., Ltd China
8. HCL Technologies Luxembourg S.a.r.l Luxembourg
9. HCL Technologies Egypt Ltd Egypt
10. HCL Technologies (Thailand) Limited Thailand
11. HCL Technologies Estonia OU Estonia
In addition to the above, HCL Foundation was incorporated as a
wholly-owned subsidiary of the Company on December 30, 2014 under
Section 8 of the Act with the sole objective of undertaking Corporate
Social Responsibility activities.
The Company has entered into a Joint Venture (JV) agreement with
Computer Sciences Corporation (CSC) and in terms of the said JV
agreement two new companies viz., Celeriti Solutions Limited (in which
the Company will hold 51% shareholding) and Celeriti Software and
Services Limited (in which the Company will hold 49% shareholding) have
been incorporated in UK. In terms of another JV agreement with CSC, a
step-down subsidiary of the Company viz. HCL Joint Venture Holdings
Inc. has been incorporated in USA.
As on June 30, 2015, the Company and its subsidiaries had 15 branches.
Subsequent to June 30, 2015, the subsidiary of the Company in Dubai has
set up one branch in mainland Dubai.
Axon Solutions Inc., a step down subsidiary of the Company (Axon
Solutions) held 49% shares of a Joint Venture Company, Axon Puerto
Rico, Inc. (JV). During the year, the entire shareholding held by Axon
Solutions in the JV was sold to the Joint Venture partner for cash
Bywater Limited, a step down subsidiary of the Company which was not in
operations was closed w.e.f. January 13, 2015.
HCL BPO Services (NI) Limited, a step down subsidiary of the Company,
undertook restructuring of its operations. As part of this exercise,
the business, assets and liabilities relating to business process
outsourcing and other related IT services in Northern Ireland were sold
for a cash consideration to Axon Solutions Limited, which is another
step down subsidiary of the Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors consists of nine members, of which six are
Independent Directors. The Board also comprises of two women Directors.
Pursuant to Section 149 of the Act, Mr. Amal Ganguli (DIN 00013808),
Mr. Keki Mistry (DIN 00008886), Mr. Ramanathan Srinivasan (DIN
00575854), Ms. Robin Ann Abrams (DIN 00030840), Dr. Sosale Shankara
Sastry (DIN 05331243) and Mr. Subramanian Madhavan (DIN 06451889) were
appointed as Independent Directors of the Company in the Annual General
Meeting (AGM) held on December 4, 2014.
The Independent Directors were appointed for a tenure starting from
December 4, 2014 and ending on the date of AGM for the year ending
March 31, 2019. However, the tenure shall not go beyond December 3,
2019. The terms and conditions of appointment of Independent Directors
are as per Schedule IV of the Act. The Independent Directors have
furnished the certificate of independence stating that they meet the
criteria of independence as mentioned under Section 149 (6) of the Act
and Clause 49 of the Listing Agreement.
Mr. Srikant Madhav Datar (DIN 01893883), Director of the Company
retired at the AGM of the Company held on December 4, 2014 and it was
resolved not to fill the vacancy so caused.
The appointment of Mr. Shiv Nadar as the Managing Director of the
Company for a period of five years from February 1, 2012 to January 31,
2017 was approved by the shareholders of the Company under the
provisions of the erstwhile Companies Act, 1956. The provisions of the
Act, which became effective from April 1, 2014, required that the
Managing Director who has attained the age of 70 years, during his
tenure, shall continue the employment as the Managing Director only
with the approval of the members of the Company by way of a special
resolution. Accordingly, approval of the members was obtained for Mr.
Shiv Nadar to continue as the Managing Director of the Company, beyond
the age of 70 years, through special resolution passed in the AGM of
the Company held on December 4, 2014.
As per the provisions of Section 152 (6) of the Act, Mr. Sudhindar
Krishan Khanna (DIN 01529178) shall retire by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for
re-appointment as the Director of the Company.
As per the provisions of Section 203 of the Act, which came into effect
from April 1, 2014, your Board of Directors noted the following persons
as the Key Managerial Personnel:
- Mr. Shiv Nadar, Managing Director,
- Mr. Anant Gupta, Chief Executive Officer,
- Mr. Anil Kumar Chanana, Chief Financial Officer and
- Mr. Manish Anand, Company Secretary
The Policies of the Company, in regard to: a) Policy for selection of
Directors and determining Director''s independence; and b) Remuneration
Policy for Directors, Key Managerial Personnel and other employees are
provided in the Corporate Governance Report forming part of this
10. NUMBER OF MEETINGS OF THE BOARD
During the year, four meetings of the Board were held. The details of
the meetings are provided in the Corporate Governance Report forming
part of this Report.
11. FAMILIARIZATION PROGRAMME
The details of familiarization programme have been provided under the
Corporate Governance Report forming part of this Report.
12. BOARD EVALUATION
The Nomination and Remuneration Committee (NRC) of the Company approved
checklists for evaluation of performance of the Board, the Committees
of the Board and the individual Directors. NRC evaluated the
performance of individual directors.
In terms of the provisions of the Act and Clause 49 of the Listing
Agreement, the Board of Directors carried out an annual evaluation of
its own performance, the performance of the Board Committees and the
individual directors by using the checklists approved by NRC.
The Board also evaluated the performance of its own and of its
committees on the basis of the criteria such as the composition of
Board and committees, structure and composition, effectiveness of
processes, information and functioning, etc.
In a separate meeting of the Independent Directors, performance of the
Non-Independent Directors, the Board as a whole and the Chairman were
M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, were appointed as
the Statutory Auditors of your Company in the last Annual General
Meeting held on December 4, 2014 for a term of five years until the
conclusion of the Twenty Seventh AGM of the Company to be held in the
year 2019. As per the provisions of Section 139 of the Act, the
appointment of the Statutory Auditors is required to be ratified by
Members at every Annual General Meeting. Accordingly, the appointment
of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory
Auditors of the Company, shall be placed for ratification by the
Members in the ensuing Annual General Meeting. In this regard, the
Company has received a certificate from the Auditors to the effect that
the ratification of their appointment, if made, would be within the
limits prescribed under Section 141 of the Act and that they are not
disqualified to act as Auditors within the meaning of the said section.
14. AUDITORS'' REPORT
There are no qualifications, reservations or adverse remarks made by
M/s S.R. Batliboi & Co. LLP, Statutory Auditors in their report for the
financial year ended June 30, 2015. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the Company
during the year under review.
15. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act, Dr. S. Chandrasekaran, Practicing
Company Secretary was appointed as the Secretarial Auditor of the
Company. The report of the Secretarial Auditor is enclosed as Annexure
1 to this Report. The report is self-explanatory and does not call for
any further comments.
16. EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3)(a) and section 92(3) of the Act, the extract
of the Annual Return in Form MGT-9 is enclosed as Annexure 2 to this
17. DIRECTORS'' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has formulated the criteria
for determining the qualifications, positive attributes and
independence of directors in terms of its charter. The Company''s policy
on directors'' remuneration pursuant to section 178(3) of the Act has
been disclosed in the Corporate Governance Report, which forms part of
18. AUDIT COMMITTEE
The Audit Committee comprises of four Independent Directors namely, Mr.
Amal Ganguli, Ms. Robin Ann Abrams, Mr. Subramanian Madhavan and Mr.
Keki Mistry. During the year, all the recommendations made by the Audit
Committee were accepted by the Board.
19. RISK MANAGEMENT POLICY
The Board of the Company has formed a Risk Management Committee to
inter-alia assist the Board in overseeing the responsibilities with
regard to the identification, evaluation and mitigation of operational,
strategic and external environmental risks. In addition, the Audit
Committee is also empowered to oversee the areas of risks and controls.
The Company has developed and implemented a Risk Management Policy that
ensures the appropriate management of risks in line with its internal
systems and culture.
20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company''s internal financial control systems are commensurate with
its size and the nature of its operations. The controls are adequate
for ensuring the orderly and efficient conduct of the business and
these controls are working effectively. These controls have been
designed to provide reasonable assurance with regard to recording and
providing reliable financial and operational information, adherence to
the Company''s policies, safe-guarding of assets from unauthorized use
and prevention and detection of frauds and errors.
21. SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company''s
operations in future.
22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
23. TRANSACTIONS WITH RELATED PARTIES
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 3 in Form
AOC-2 and the same forms part of this Report.
24. CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) committee comprises of three
members, namely Mr. Shiv Nadar, Ms. Roshni Nadar Malhotra and Mr.
Subramanian Madhavan. The Committee is inter-alia responsible for
formulating and monitoring the CSR Policy of the Company. A brief
outline of the CSR Policy of the Company and the initiatives undertaken
by the Company on CSR activities during the year are set out in
Annexure 4 of this Report in the form as prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is
available on the website of the Company.
25. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 124(5) of the Act, the dividend
amounts which have remained unpaid or unclaimed for a period of seven
years from the date of declaration have been transferred by the Company
to the Investor Education and Protection Fund (IEPF) established by
the Central Government pursuant to Section 125 of the Act. The details
of unpaid/unclaimed dividend that will be transferred to IEPF in
subsequent years are given in the corporate governance section of the
Your Company has not accepted any deposits from public.
27. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report, in terms of Clause 49 of the Listing
Agreement, along with the Statutory Auditors'' certificate thereon is
enclosed and forms part of this Report.
28. BUSINESS RESPONSIBILITY REPORT
The Securities and Exchange Board of India (SEBI) vide its circular
dated August 13, 2012 has mandated inclusion of Business Responsibility
Report (BRR) as part of the Annual Report for top 100 listed
companies. Pursuant to these provisions if a listed Company publishes
the Sustainability Report based on internationally accepted reporting
framework along with a mapping of the BRR as stated in the SEBI
Circular, it would be treated as sufficient compliance of this
For the financial year 2014-15, as the Company has prepared its
sustainability report based on the internationally accepted reporting
framework and the principles stated under the above SEBI circular have
been mapped with the Sustainability Report, no separate BRR has been
prepared by the Company. The Mapping and the Sustainability Report are
available on our website at
29. INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 2015, the ''Insider Trading Code'' to regulate, monitor and
report trading by insiders and the ''Code of Practices and Procedures
for fair disclosure of Unpublished Price Sensitive Information'' are in
30. AWARDS AND RECOGNITIONS
Your Company relentlessly pursues excellence and is delighted to
receive phenomenal share of recognitions and awards this year, not only
from the media, but also from analysts, governing bodies, academic
institutions, partners and even customers. Some of the key accolades
received during the year include:
- Ranking in Forbes Asia''s prestigious annual listing of the 50 best
publicly traded companies in Asia-Pacific called ''Asia''s Fab 50
Companies''. The Company has made it to this list for the sixth
- ''IT Outsourcing Project of the Year Award'' by European Outsourcing
Association for successful IT Transformation project for a leading
multinational pharmaceutical firm.
- ''Technology Innovation Accelerated Award'' at Intel Developer Forum
2014, in the Consumer Solution category for its Intel Galileo - based
Building Automation System (BAS).
- Recognition as a Top Employer in UK for the ninth consecutive year
for its best HR practices.
- Company''s transformation strategy has been showcased as a case study
in Human Capital Insights-Inspiring practices for Asia, from Asia by
Human Capital Leadership Institute, a strategic Alliance between
Singapore Ministry of Manpower, Singapore Economic Development Board
and Singapore Management University.
- Two Gold Awards in the ''Brand Activation & Promotion'' and ''Direct
Response - Digital'' categories at India''s leading Advertising/Marketing
award platform, the Abbys.
- ''2015 Forrester Groundswell Award'' in the category of Social Reach
- National Outsourcing Association award for ''Outsourcing Service
Provider of the Year 2014''.
- Frost & Sullivan''s 2015 CIO Impact Awards in the categories
Enterprise Social Networking, Mobility and Cloud Computing.
- ''TISS LeapVault CLO Gold Award 2014'' under the Blended Learning
Program category for Project Management Structured Effectiveness
- Positioned as a ''Leader'' in IDC MarketScape for Worldwide Cloud
Professional Services 2014 Vendor Assessment.
- Recognition as life sciences IT outsourcing Leader and a Star
Performer by the leading advisory and research firm, Everest Group in
its PEAK Matrix Assessment 2014 report on IT Outsourcing in Life
- Two International ECHO Awards from the Direct Marketing Association
(DMA) for its CoolestInterviewEver campaign.
Your Company believes in a better tomorrow and based on this strong
belief has embarked on a Sustainability 2020 programme. The Company''s
continuous focus on improving all aspects of sustainability
demonstrates its commitment to a sustainable tomorrow without
compromising on the well-being of its employees today. To do this, the
Company partners with multiple stakeholders to form an inclusive
working group to create policies, processes and other organizational
measures. Today, the Company''s sustainability department runs a
multi-layered corporate program to drive the sustainability vision.
The ongoing success of the programme depends on a consistent and
sustainable vision, ease and flexibility of implementation and most
importantly Employee Engagement. The sustainability actions are a part
of everyday operations and the Company believes that responsible
investments in sustainability will generate long term value for all the
stakeholders by improving competitiveness and reducing risk.
Sustainability can be created when we are able to integrate broader
societal concerns into business strategy and performance as part of the
Company''s business model. This common sense of ownership can be
realized by incorporating the interests of all those with whom the
Company has mutually dependent relationships.
The initiatives taken by the Company on sustainability are given in
detail in the Sustainability Report for the year 2014-15 which is
hosted on the website of the Company.
32. ORGANIZATION EFFECTIVENESS
Last year, your company''s endeavor was to build a future ready
organization. To engage the next generation of workforce and to help
your Company find talent for opportunities seamlessly, the Company has
further shaped its people practices under the umbrella of Design U2.0.
Design U2.0 is a journey of self- discovering and development by which
individuals in an organization take responsibility for optimizing their
future readiness and will deliver on the four capability areas of
Listen, Collaborate, Ideate and Create for the individual and
organization both. Analytics, social collaboration, live feedback for
performance, development and value creation are the areas your Company
has invested in. Here are some examples of how the practices adopted by
the Company have evolved and seen external recognition:
Employees have recast their roles as CEO of their own careers.
Employees access the Company''s career architecture, understand what it
takes to be selected for each opportunity and go through a job based
integrated curriculum to advance their career aspirations on a social
career management platform. The managers and unit heads themselves have
come together to create reference - able career development plans to
move from one job to another for the Company''s employees. Plans found
useful by the network are further endorsed for wide adoption. This
effort by the network and for the network is a big draw for career
In this social career management platform, employees can refer internal
opportunities to other employees and can anonymously vote their career
advice to a fellow employee. Business groups are already utilizing this
platform to internally identify the talent pipeline for roles they have
in newer areas like Digital and IOT (Internet of Things).
Corporate Executive Board, an external global research company, has
selected the Company''s process as a material proof of how social career
management can be accomplished and is advocating it as best practice to
Fortune 500 companies. People Matters and the Learning and Organization
Development roundtable have recognized this as amongst the best talent
management practices in Asia. The Company''s employees who have authored
this framework have been published in reputed management journals.
The Company has made the employees responsible for establishing
expectations and seeking feedback at every role that is assigned. The
employees have been enabled to influence their network of peers to
co-own goals. This has helped enable cross functional collaboration and
interlock. Employees can give and receive help on their goals by making
them public and also express their likelihood of reaching their goals.
This process helps the Company improve predictability of business
performance by accessing real time ground level feedback. This has made
feedback and expectations exchange more instantaneous and the practice
itself more social. The above has been enabled on a cloud based
Employee Engagement and Feedback
Understanding employee engagement and views on the employment
experience periodically in our view is not reflective of the needs of
the workforce today. Your Company''s employees continue to use the Smart
Survey platform created to advocate a culture of transparency by
sharing views triggered at various stages of the lifecycle.
In the last financial year, your Company not only followed a monthly
rhythm of measuring employee experience at each event in the employee
life cycle, but also addressed this with sharp and specific actions for
different talent segments at different instances of the employee
experience. More employees participated in giving and receiving
feedback in the annual cycle as well. This was reinforced because of
the credibility of this process.
Talent Management and Leadership Development
In the 2-year flagship program through which the Company invests in
leadership, 150 aspiring leaders have graduated to occupy higher
The Company has in place a talent risk and succession framework for key
positions. This helps the Company take development and deployment
decisions for individuals.
The Company assesses potential for 100% of the workforce. Every six
months, the Company proactively look for high performers and
acknowledge their efforts through a high differentiation of rewards and
also provide them access to opportunities.
The Company has nurtured an atmosphere where employees are taking the
lead in finding solutions and ideas and then leading them to fruition.
This culture of innovation defined under Ideapreneurship which is a
self-sustaining, self-inspired, innovation engine that drives the
Company forward and prepare as an organization of the future. Every
employee gets the opportunity to ideate, and where these everyday ideas
set a new business paradigm.
Ideapreneurship puts employees at the forefront of innovation where
they innovate and collaborate with each other and with customers to
seed, nurture and harvest ideas. This innovation and collaboration
culture has given rise to a number of platforms (seed platforms) for
employees to bring about a business impact - The Value Portal, LeadGen,
MAD JAM and Good Practices Conference.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Disclosures of particulars as required under section 134(3)(m) of the
Act read with the Companies (Accounts) Rules, 2014 to the extent
applicable to your Company, are set out in Annexure 5 to this Report.
34. DIRECTORS'' RESPONSIBILITY STATEMENT
A statement of responsibility of the Directors relating to compliance
with the financial accounting and reporting requirements in respect of
the financial statements, as specified under clause (c) of sub-section
3 of section 134 of the Act, is annexed as Annexure 6 to this Report.
35. STOCK OPTIONS PLANS
1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option
The details of these plans have been annexed as Annexure 7 to this
36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There have been no material changes and commitments, which can affect
the financial position of the Company between the end of the financial
year and the date of this Report.
37. PARTICULARS OF EMPLOYEES
The information required pursuant to section 197(12) of the Act read
with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given below.
a. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year:
No. Name of Director Ratio to median
1. Mr. Shiv Nadar 302.39*
2. Mr. Amal Ganguli 14.22
3. Mr. Keki Mistry 11.49
4. Mr. Ramanathan Srinivasan 19.64
5. Ms. Robin Ann Abrams 20.11
6. Ms. Roshni Nadar Malhotra 10.55
7. Dr. Sosale Shankara Sastry 13.89
8. Mr. Subramanian Madhavan 13.16
9. Mr. Sudhindar Krishna Khanna 10.65
10. Mr. Srikant Madhav Datar** 6.58
The remuneration of Non-executive Directors also includes sitting fees
paid during the year.
*The ratio has been calculated after taking into account the
remuneration drawn from the Company as well as the subsidiaries.
**This information is not comparable as he was Director for part of the
b. The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the
No. Names % increase in
1. Mr. Shiv Nadar* -
2. Mr. Amal Ganguli 84.43
3. Mr. Keki Mistry 100.00
4. Mr. Ramanathan Srinivasan 109.30
5. Ms. Robin Ann Abrams 116.86
6. Ms. Roshni Nadar Malhotra 152.17
7. Dr. Sosale Shankara Sastry 67.54
8. Mr. Subramanian Madhavan 114.20
9. Mr. Sudhindar Krishna Khanna 90.26
10. Mr. Srikant Madhav Datar** -
Key Managerial Personnel
11. Mr. Anant Gupta (Chief Executive
12. Mr. Anil Chanana* (Chief Financial
13. Mr. Manish Anand (Company Secretary) 12.82
*% increase includes remuneration from the subsidiaries.
**This information is not comparable as he was Director for part of the
c. The percentage increase in the median remuneration of employees in
the financial year:
d. The number of permanent employees on the rolls of Company:
There were 77,210 permanent employees on the rolls of the Company. In
addition, the Company has 28,897 number of employees on the rolls of
e. The explanation on the relationship between average increase in
remuneration and Company performance:
On an average, employees received an annual increase of 7.43% in India.
The individual increments varied from 12.03% to 2.6%, based on
Employees outside India received wage increase varying from 4.2% to
0.7%. The increase in remuneration of employees in India and outside
India is in line with the market trends in the respective countries.
Increase in remuneration of employees reflects the individual''s and
Company''s performance. The Annual Performance Bonus pay out is also
linked to organization performance, apart from an individual''s
f. Comparison of the remuneration of the key managerial personnel
(KMP) against the performance of the Company:
Particulars On the basis of
Aggregate remuneration of 49.49 55.55
KMP in FY15
Revenue (FY15) 18,352.94 37,840.68
Remuneration of KMP as 0.27 0.15
percentage of Revenue
Profit before tax (FY15) 7,698.54 9,117.06
Remuneration of KMP as 0.64 0.61
percentage of Profit before
g. Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year:
Particulars June 30, 2015 June 30, 2014 % change
Market Capitalisation 129,312 105,007 23.15
Price Earnings Ratio 35.52 32.64* 8.82
* Adjusted for Bonus issue in the year 2015 (1:1)
h. Percentage increase over decrease in the market quotations of the
shares of the Company in comparison to the rate at which the Company
came out with the last public offer:
Particulars June 30,
2015 December 24, December 24, % change*
1999 (IPO) 1999 (IPO)*
Market Price (NSE) 919.75 580 72.5 1168.6
Market Price (BSE) 921.05 580 72.5 1170.4
* Adjusted for Stock Split (face value of Rs. 4 per share sub-divided
into 2 shares of face value of Rs. 2 each in the year 2000) and adjusted
for Bonus issue in the year 2007 (1:1) and 2015 (1:1).
i. 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:
The average annual increase was 7.43%. There is no increase in the
managerial remuneration during the year.
j. Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
i) On the basis of Standalone accounts
Nadar, Mr. Anant
Gupta, Mr. Anil
Chairman & Chief
Strategy Officer Officer Secretary
Remuneration in 12.15 28.66 8.14 0.54
Remuneration as 0.091 1.156 0.044 0.003
% of Revenue
Profit before tax 7,698.54
Remuneration as 0.216 0.372 0.106 0.007
% of Profit
k. The key parameters for any variable component of remuneration
availed by the directors:
The shareholders of the Company in the Annual General Meeting held on
December 4, 2014 had granted their approval for payment of commission
not exceeding one percent per annum of the net profits of the Company
calculated in accordance with the provisions of the Act, to all the
Non- executive Directors of the Company for a period of 5 years
beginning from July 1, 2014.
The said commission is decided each year by the Board of Directors and
distributed amongst the Non-executive Directors based on their
attendance and contribution at the Board and certain Committee
meetings, as well as the time spent on operational matters other than
l. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
The ratio of remuneration of Mr. Shiv Nadar, the highest paid
Director to that of Mr. Anant Gupta, President & Chief Executive
Officer, the highest paid employee is as under:
a) On Consolidated basis : 0.58:1
b) On Standalone basis : 0.42:1
m. Affirmation that the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration is as per the remuneration
policy of the Company.
38. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
A statement containing the names of the employees employed throughout
the financial year and in receipt of remuneration of Rs. 60 lacs or more
and the employees employed for part of the year and in receipt of
remuneration of Rs. 5 lacs or more per month, pursuant to Rule 5(2) the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided as Annexure 8 to this Report.
39. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to
provide vigil mechanism for employees including directors of the
Company to report genuine concerns and to ensure strict compliance with
ethical and legal standards across the Company. The provisions of this
Policy are in line with the provisions of the section 177(9) of the Act
and Clause 49 of the Listing Agreements with Stock Exchanges and are
available on the website of the Company at
governance-policies. The details of Whistle Blower Policy forms part of
the Corporate Governance Report annexed with this Report.
40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Prevention and Redressal of Sexual
Harassment at Work Place Policy in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has constituted a committee for the
redressal of all sexual harassment complaints. These matters are also
being reported to the Audit Committee. The details of the Policy and
the complaints are given under Corporate Governance Report and the
Business Responsibility Report respectively.
The Board wishes to place on record its appreciation of the significant
contributions made by the employees of the Company and its subsidiaries
during the year under review. The Company has achieved impressive
growth through competence, hard work, solidarity, cooperation and
support of the employees at all levels. Your Directors thank the
customers, clients, vendors and other business associates for their
continued support in the Company''s growth. The Directors also wish to
thank the Government Authorities, Financial Institutions and
Shareholders for their cooperation and assistance extended to the
For and on behalf of the Board of Directors
Place: Noida, U.P., India SHIV NADAR
Date : August 3, 2015 Chairman and Chief Strategy Officer