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NIIT

BSE: 500304|NSE: NIITLTD|ISIN: INE161A01038|SECTOR: Computers - Software - Training
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Directors Report Year End : Mar '18    Mar 17

BOARD''S REPORT Dear NIIT Shareowner,

The Directors take pleasure in presenting the 35th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2018.

Financial Highlights

The Company has adopted Indian Accounting Standards (Ind AS) from April 1, 2017 with a transition date of April 1, 2016. The financial statements have been prepared in accordance with Ind AS as prescribed under section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules 2015, as amended.

The highlights of your Company''s financial results for the financial year (FY) April 1, 2017 to March 31, 2018 (FY18) are as follows:

(Amount in Rs. Million)

Particulars

Consolidated

Standalone

FY

2017-18

FY

2016-17

FY

2017-18

FY

2016-17

Net Sales (Income from operations)

8,505

8,452

3,619

3,633

Other Income

86

137

511

414

Total Income

8,591

8,589

4,130

4,047

Total Expenditure (Before Depreciation)

8,020

8,134

3,709

3,874

Profit before depreciation and taxes

571

455

420

173

Depreciation and Amortization

401

457

238

242

Exceptional Items [Net Gain / (Loss)]

7

16

(126)

39

Net Profit/ (Loss) before Tax & share of Associate''s Profit & Non-Controlling Interests

177

14

57

(30)

Tax Expense

201

184

5

6

Share of Associate''s Profit and Non-Controlling Interests

649

579

NA

NA

Net Profit/(Loss)

625

409

51

(35)

Basic EPS (Rs.)

3.76

2.47

0.31

(0.21)

Diluted EPS (Rs.)

3.72

2.44

0.30

(0.21

Business Operations

Corporate Learning business, which contributed 61% to your Company''s revenues in FY18, continues to see strong growth in demand for Managed Training Services (MTS) from global multinational companies. During the year, the Corporate Learning Group (CLG) achieved revenue growth of 14%. Excluding impact of currency exchange, CLG witnessed growth of 17% in constant currency terms. CLG EBITDA grew 18% YoY to Rs. 761 million. Margin improved 47 basis points YoY to 15%. The increasing demand is visible from the fact that CLG signed 15 new contracts during the year, including 8 new MTS customers. This is the highest number of contracts and new customers in any year. The business ended the year with 39 MTS customers versus 34 at the end of previous year.

In January, 2018, the Company had acquired Eagle International Institute Inc. doing business as Eagle Productivity Solutions (Eagle) through its wholly owned subsidiary, NIIT (USA), Inc. Headquartered in Rochester USA, Eagle is a top-rated global provider that specializes in training solutions for companies adopting sophisticated cloud based enterprise applications in the Pharmaceutical and Life Sciences industry. Eagle has worked with 18 of the top 20 pharmaceutical companies and has over 30 Pharma companies as Current customers. Eagle has been fully integrated with CLG as the application rollout training practice.

In the Skills & Careers business, there was continued uncertainty in hiring in IT and a virtual freeze in hiring in banks during the year. This impacted the Company''s ability to drive enrolments. The business achieved revenue of Rs. 2,669 million in FY18 as compared to Rs. 3,045 million in FY17. Given the headwinds and changing demand, your Company focused its efforts on cost rationalization and creating new products and solutions that will be launched in FY19. The Company expects these new products and solutions to bring the business back on the path of growth. During the year, cost rationalization helped to reduce the impact of operating leverage resulting in EBITDA of Rs. 36 million, which was down marginally YoY. The business achieved robust growth in revenue from International markets. The Skills & Careers business contributed 31% to NIIT''s consolidated revenue in FY18.

The online learning business completed it''s first full year in FY18. In a little over a year, training.com has achieved significant momentum. The business saw strong growth in FY18, growing to over Rs. 60 million in revenue from a small base of Rs. 6 million in FY17. Training.com has strong course completion rate of over 90%, which is amongst the best in industry. The business has trained over 3500 learners since launch.

In the School Learning Business (SLG), the Company continued on its path of transformation and driving the mix towards private schools. The Company is exiting capex driven business in both government and private school. At the end of the year, there was only one government school contract remaining, which will be completed in FY19.

During the year, your Company''s consolidated total income was Rs.8,591 million as against Rs.8,589 million in the previous year and net profit (after share of associate''s profit and Non- Controlling Interests) was Rs. 625 million as against Rs. 409 million in the previous year.

The Company''s total income for the year under review on a standalone basis was Rs. 4,130 million as compared to Rs. 4,047 million in the previous year and net profit of Rs. 51 million as compared to loss of Rs. 35 million in the previous year While, the planned exit from government schools continued to impact overall revenue, it helped improve its liquidity and capital efficiency.

For the year, revenue from SLG declined 32% year-on-year due to the planed exit from capital-intensive government school business. The business had 3% EBITDA margin for the year versus 6% in FY17. The go-forward IP driven business was up 2% YoY. SLG contributed 7% to NIIT''s revenues for FY18.

On an overall basis, NIIT achieved operating revenues of Rs. 8,505 million, a growth of 1% as compared to the previous financial year. The revenue from go-forward business was up 6% YoY. The strong growth in Corporate Learning helped to overcome planned ramp down of revenue from government schools and headwinds in the Skills & Careers business. EBITDA was Rs. 746 million as compared to Rs. 674 million last year, up 11% YoY. EBITDA margin improved 80 basis points YoY to 9%.

Future Plans

Your Company is targeting the large opportunity for training outsourcing in both International and Domestic markets and continues to focus asset light, technology intensive and IP driven business models to drive profitable growth.

In the Corporate Learning Business, the pace of outsourcing to specialist training companies expected to keep growing, with increase in both number of companies deciding to outsource as well as share of spending that is outsourced. Your Company continues to see large opportunities in MTS and is proactively investing in building new capabilities in delivering solutions and in Sales & Marketing to address these. The pipeline of new opportunities in MTS remains strong.

In the Skills & Careers Business, IT industry is expected to see a moderate pick in hiring. However the hiring pattern is changing from bulk hiring from campuses to Agile'' hiring across the year in line with demand. Also the companies expect skill intensity of new and existing talent to keep increasing. New offerings introduced by NIIT including new Career Courses in Full Stack Engineering, Banking & Finance, Accounting & Business Analytics, Digital Marketing and Data Analytics for Individuals as well as Talent Pipelines as a Service (TPaaS) for companies that recruit in large numbers in both IT and BFSI industry are aligned to the changing market demand. This is expected to help the Skills & Careers business come back on the path of growth. The online learning business has been integrated with Skills & Careers to leverage the online platform to improve convenience as well drive delivery of richer content to learners.

NIIT will complete the planned exit from capex driven and capital-intensive schools business models in schools. The recently launched Practice Plus platform witnessed adoption by close to 190,000 students from over 600 schools.

The Company plans to leverage existing relationships with the schools to offer comprehensive products offerings to schools as well as offer products and services to students outside school through digital channels.

Dividend

Your Directors have not recommended any dividend for the year under review, considering the future funds requirement for operation and growth of the Company.

Transfer to Reserves

Your Company has not transferred any sum to the General Reserve.

Material changes and commitments, if any, affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the FY 2018 and this date of this Board''s Report. There has been no change in the nature of business of the Company.

Share Capital

During the year, the Company has allotted 843,505 equity shares on the exercise of stock options under the NIIT Employee Stock Option Scheme - 2005.

Subsidiaries, Joint Ventures and Associate Companies

List of Subsidiaries, Joint Ventures and Associates of the Company, including change during the year, is provided in Note no. 30 of the standalone financial statement of the Company.

During the year under review:

- NIIT Antilles NV, a wholly owned subsidiary (Antilles NV) was dissolved and liquidated with effect from November 23, 2017 for the purpose of simplification of overseas holding structure. Post liquidation, three wholly owned subsidiaries of Antilles NV namely NIIT GC Limited (Mauritius), NIIT Malaysia Sdn Bhd, & NIIT West Africa Limited, became direct wholly owned subsidiaries of the Company. NIIT GC Limited has wholly owned subsidiary i.e. NIIT China (Shanghai) Limited.

- NIIT (USA), Inc., a wholly owned subsidiary had acquired 100% equity stake of Eagle International Institute, Inc. (Eagle) in USA on January 03, 2018. Further Eagle has a wholly owned subsidiary viz. Eagle Training Spain, S.L.U. in Spain.

- NIIT China (Shanghai) Limited (NIIT China), a wholly owned step-down subsidiary, had entered into an agreement in connection with Wuxi NIIT Information Technology Consulting Limited, a subsidiary company of NIIT China (NIIT Wuxi) for sale of its entire 60% shareholding w.e.f. December 1, 2017. This is in line with the Company''s focus on Education Centre Consolidation and delivery through SLT platform and Digital Transformation Initiatives. NIIT Wuxi has two wholly owned subsidiaries namely Changzhou NIIT Information Technology Consulting Limited and Suzhou NIIT Information Technology Consulting Limited. Pursuant to provisions of Section 129 (3) of the Act, a statement containing the salient features of each of the Company''s subsidiaries, associates and joint venture companies is provided in the prescribed Form AOC-1, annexed herewith as Annexure A forming part of this Report.

The financial statements of the subsidiaries can be accessed from the website of the Company i.e. http://www.niit.com/ india/training/investors/Pages/financial-performance.aspx and will also be made available to the Members of the Company/ Subsidiary Companies seeking at any point of time. The financial statements of the subsidiaries are also available for inspection for any Member, on all working days (i.e. except Saturdays, Sundays and holidays) between 10:00 a.m. to 1:00 p.m., at the Registered Office of the Company and subsidiary companies.

Consolidated Financial Statement

The consolidated financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. The consolidated financial statement are prepared in accordance with Ind AS 110: Consolidated Financial Statements, Ind AS 28: Investments in Associates and Ind AS 31: Interests in Joint Ventures.

The financial statements up to year ended 31 March 2017 were prepared in accordance with the accounting standards notified under the Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions of the Act. These financial statements are the first financial statements of the Company under Ind AS. The consolidated financial statements together with Auditors'' Report thereon form part of the Annual Report.

Pursuant to provisions of Section 136 of the Act, the audited financial Statements of the Company (standalone and consolidated) along with relevant documents are available on the website of the Company i.e. http://www.niit.com/ india/training/investors/Pages/financial-performance.aspx. The same are also available for inspection at the registered office of the Company.

Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 (the Act), Mr. P Rajendran, Director of the Company will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment, as a Director.

Mr. Sanjay Khosla ceased to be a Director of the Company w.e.f. October 2, 2017. He resigned given his professional and personal activities in United States, which is his current

home, he was finding it increasingly difficult to travel to India for attending Company''s board meetings. The Board places on record its appreciation towards valuable contribution made by Mr. Sanjay Khosla during his tenure as a Director of the Company.

The Board of Directors, on recommendation of Nomination and Remuneration Committee, has re-appointed Mr. Vijay K Thadani as Vice-Chairman & Managing Director and Mr. P Rajendran as Joint Managing Director of the Company for a period of 5 (five) years with effect from April 1, 2019, subject to approval of shareholders, as their current term of office is up to March 31, 2019.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013 (the Act) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulation).

Key Managerial Personnel

As on March 31, 2018, the following officials were the ''Key Managerial Personnel'' of the Company in terms of provisions of the Act:

- Mr. Vijay K Thadani - Vice Chairman & Managing Director

- Mr. P Rajendran - Joint Managing Director

- Mr. Rahul Keshav Patwardhan - Chief Executive Officer upto July 31, 2017

- Mr. Sapnesh Kumar Lalla - Chief Executive Officer w.e.f. August 1, 2017

- Mr. Amit Roy - Chief Financial Officer

- Mr. Deepak Bansal - Company Secretary

During the year under review, Chief Executive Officer of the Company Mr. Rahul Keshav Patwardhan had tendered his resignation on April 7, 2017 due to compelling family reasons and requested to be relieved from the close of business hours of July 31, 2017. Further, the Board of Directors had approved the appointment of Mr. Sapnesh Lalla as Chief Executive Officer Designate of the Company from April 7, 2017 and as Chief Executive Officer of the Company with effect from August 1, 2017.

Meetings of the Board

During the year, eight (8) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Act and Listing Regulations. For further details, please refer Corporate Governance Report forming part of this Report.

Board Evaluation

Pursuant to the provisions of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations

2015 (Listing Regulations), the Board has carried out the annual performance evaluation of its own performance, the Directors individually (including Chairman of the Board) as

well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders'' Relationship Committee. A structured evaluation form was administered after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Effectiveness, Key Stakeholders connect, Ethics and Compliances, Evaluation of Company''s Performance, Project Management and Internal Control and Audits. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, effective participation in Board / Committee Meetings, independence of judgment, safeguarding the interest of the Company and its minority shareholders, providing expert advice to Board and contributing in deliberations while approving related party transactions. Directors'' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the Directors of your Company hereby state and confirm:

a) that in the preparation of the Annual Accounts, the applicable Accounting Standards were followed along with proper explanation relating to material departures;

b) that the directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the FY18 and of the profit of the Company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the Annual Accounts on a going concern basis;

e) that the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Secretarial Standards

The Directors state that the applicable Secretarial Standards i.e. SS — 1 : Secretarial Standard on Meetings of the Board of Directors and SS - 2 : Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, have been duly followed by the Company.

Statutory Auditors

S R Batliboi & Associates LLP Chartered Accountants, Gurgaon (FRN 101049W/ E300004) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the AGM held on September 22, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Statutory Auditors'' Report

The notes on financial Statement referred to in the Auditors'' Report are self-explanatory and do not require any further comments. The Auditors'' Report to the members does not contain any qualification, reservation or adverse remark. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act. Hence, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Nityanand Singh & Co., Company Secretaries, as Secretarial Auditors to conduct secretarial audit of the Company for FY18. The Secretarial Audit Report for FY18 is annexed herewith as Annexure- B. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, the Board had appointed Ramanath Iyer and Co., Cost Accountants, as cost auditors of the Company, for conducting the audit of cost records of products/ services of the Company for FY18. The ratification of remuneration payable to cost auditors is being sought from the members of the Company at the ensuing AGM.

Management Discussion and Analysis Report Management Discussion and Analysis Report as prescribed under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations, is given as a separate section and forms a part of this Report.

Corporate Governance Report

Your Company continues to adhere the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) and committed to the highest standard of Corporate Governance.

Your Company has complied with all the mandatory requirements relating to Corporate Governance of Listing Regulations. The Corporate Governance Report as per the requirement of Listing Regulations is given as a separate section and forms a part of this Report. The Certificate from the practising company secretary confirming the compliance with the conditions of the Corporate Governance stipulated in Para E of Schedule V of Listing Regulations is also annexed to the Corporate Governance Report.

Corporate Social Responsibility (CSR)

Pursuant to the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility (CSR) Committee. The details of the Committee are mentioned in the Corporate Governance Report, forming part of this Report. The CSR Policy of the Company is available on the website of the Company.

The Report on CSR activities is given in Annexure C forming part of this Report, which was approved by the Committee on April 30, 2018.

Related Party Transactions

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a Related Party Transactions Policy for identifying, reviewing and approving transactions between the Company and Related Parties, in compliance with the applicable provisions of the Listing Regulations, the Act and Rules thereunder.

All related party transactions entered into by the Company during the year were in its ordinary course of business and on an arm''s length basis. There was no materially significant related party transaction made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were approved by the Audit Committee and also approved by the Board as a good Corporate Governance.

A statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/ omnibus approval is also obtained for the entire year, specifying the nature, value and terms and conditions of the transactions.

None of the transactions with the related parties fall under the scope of Section 188 (1) of the Act. The details of related party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are given in Form No. AOC 2 in Annexure - D, forming part of this Report.

Internal Financial Controls

A detailed note on Internal Financial Controls system and its adequacy has been given in Management Discussion and Analysis Report, forming part of this Report. The Company has designed and implemented a process driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY18, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

Statutory Committees

Details of the Committees of the Board viz Audit Committee, Nomination & Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee constituted in compliance of the provisions of the Act and Listing Regulations are provided in the Corporate Governance Report, forming part of this Report.

Statutory Policies

In compliance of the various provisions of the Act and Listing Regulations, the Company has following policies:

- NIIT Code of Conduct to Regulate, Monitor and Report Trading by Insiders

- Policy on Materiality of and dealing with Related Party Transactions

- Policy for Determining Material Subsidiaries of the Company

- Policy on Determination of Material/ Price Sensitive Information

- Corporate Social Responsibility Policy

- Whistle Blower Policy

- Nomination and Remuneration Policy

- Archival Policy

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. Detail of Internal Complaint Committee (ICC) is provided in Corporate Governance Report, forming part of this report. There was no complaint reported during the year Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed the Nomination and Remuneration Policy, as stated in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Act and Regulation 22 of Listing Regulations, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns, as stated in the Corporate Governance Report.

Information relating to Conservation of Energy, Technology Absorption, Research and Development, Exports, Foreign Exchange Earnings and Outgo

a) Conservation of energy

Although the operations of the Company are not energy intensive, the management has been highly conscious of the criticality of conservation of energy at all the operational levels and efforts are made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipment. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is not applicable to the Company and hence not provided.

b) Technology absorption

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances / tie-ups with major global players in the Information Technology industry to harness and tap the latest and the best of technology in its field, upgrade itself in line with the latest technology in the world and deploy /absorb technology wherever feasible, relevant and appropriate.

c) Research and development

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature and size of operations of your Company.

d) Foreign exchange earnings and outgo

(i) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

The Company exports customized learning content to its overseas clients to meet their varying learning needs. The Company develops content in a range of subjects for widely varied audience. The Company will continue to strengthen its presence in USA, Europe, China, Africa, South East Asia etc. with a view to increase exports.

(ii) Total foreign exchange earned and used

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows is as under:

(Rs. Million)

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statement.

Particulars

FY 2017-18

FY 2016-17

Foreign Exchange Earnings

1,927.61

1,652.54

Foreign Exchange Outflow

3,30.80

212.25

Extract of Annual Return

An extract of the Annual Return of the Company in form MGT-9, pursuant to the provisions of Section 92(3) of the Act, is annexed herewith as Annexure E, forming part of the Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Plan referred to in this Report.

- Any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- Payment of remuneration or commission to Managing Director/Joint Managing Director from any subsidiaries.

- Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and it''s operations in future.

Public Deposits

In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made thereunder, your Company has not accepted any deposits from the public.

Scheme of Arrangement

The Board of Directors had, at its meeting held on March

24, 2017, approved a Scheme of Amalgamation for merger of PIPL Management Consultancy and Investment Private Limited and Global Consultancy and Investment Private Limited (part of Promoter/Promoter Group) with the Company subject to approval of National Company Law Tribunal (NCLT) in accordance with the provisions of Sections 230-232 and any other applicable provisions, if any of the Act and other regulatory approvals. The approval of NCLT is yet to be received.

Particulars of Employees

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is annexed herewith as Annexure F, forming part to this Report.

Human Resources

NIITians are the key resource for your Company. Your Company continued to have a favourable work environment that encourages innovation and meritocracy at all levels. A detailed note on human resources is given in Management Discussion & Analysis Report. Employee relations remained cordial at all the locations of the Company.

Employee Stock Options

The Company had established Employee Stock Option Scheme - 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Company''s stock option scheme with the best practice in the industry. The Nomination and Remuneration Committee has granted 1,180,000 Employee Stock Options (Grant #XVIII) at Rs. 92.55 per option/share in June 2017, 280,000 Employee Stock Options (Grant #XIX) at Rs. 88.85 per option/share in July 2017 and 420,000 Employee Stock Options (Grant #XX) at Rs. 108.10 per option/share in October 2017 to the eligible employees under ESOP-2005.

The grant wise details of the Employee Stock Option Scheme is partially provided in the Notes to Accounts of the Financial Statement in Annual Report and a comprehensive note on the same forms part of the Board Report, which is available on the website of the Company and the URL for the same is www.niit.com or may be obtained from the Company and is open for inspection at the Registered Office of the Company.

Acknowledgement

The Directors wish to thank the Company''s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors also thank Government of other countries where we have our operations. The Directors also acknowledge and appreciate the support and confidence of the Company''s shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years.

For and on behalf of the Board

Rajendra S Pawar

Place : Gurugram Chairman

Date : May 16, 2018 DIN: 00042516

Source : Dion Global Solutions Limited
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