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NIIT Technologies

BSE: 532541|NSE: NIITTECH|ISIN: INE591G01017|SECTOR: Computers - Software
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Directors Report Year End : Mar '18    Mar 17

Board Report

To,

The Members,

The Directors are pleased to present the Twenty Sixth Annual Report on the business and operations of your Company along with the audited annual accounts for the Financial Year ended March 31, 2018 (FY 2018). The consolidated performance of the Company and its subsidiaries has been referred to wherever required. FINANCIAL PERFORMANCE OF THE COMPANY The highlights of the financial results for the financial year 2017-18 are as follows:

(Figures in Rs.mn except for EPS)

Particulars

FY 2017-18

FY 2016-17

Consolidated Revenues

29,914

28,021

Standalone financials

Income from operations

16,459

15,951

Other Income

1,157

338

Total Income

17,616

16,289

Profit before depreciation and taxes

3,586

3,098

Depreciation

825

909

Exceptional Item

0

221

Provision for tax & (deferred tax)

499

319

Profit After Tax

2,262

1,649

Earning Per Share (Basic) (In Rs.)

36.83

26.90

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR AND STATE OF COMPANY’S AFFAIR

During FY2018, the Company deepened engagements with multiple customers and also acquired new customer relationships, won multiple new deals, and expanded its offerings portfolio.

Revenues increased 6.8% during FY2018 on a consolidated basis, to Rs. 29,914 million from Rs. 28,021 million in FY2017. In constant currency terms, revenues for the year grew 9.7% during FY2018. The Company enhanced footprint in Digital services within US, aided by acquisition of a majority (55%) stake in Ruletek LLC in May 2017 through one of its subsidiaries, Incessant Technologies Pvt. Ltd., India. Digital Services continued to show strong growth, contributing 24% of consolidated revenues.

Operating profits (EBITDA) for the year increased 3.4% to Rs. 5,012 million from Rs. 4,845 million in the preceding financial year. EBITDA margin for FY2018 stood at 16.8%. Consolidated Profit after Tax (PAT) for FY2018 increased to Rs. 2,802 million, up 10.8% over preceding financial year. Cash & cash equivalents stood at Rs. 8,057 million as on 31 March 2018 (compared to Rs. 7,321 million on 31 March 2017) on a consolidated basis.

Operating highlights

The Company recorded several significant operating accomplishments during the year, with multiple new engagements, large deal closures, and the launch of new initiatives aimed at capitalizing on emerging opportunities in the marketplace. In terms of customer acquisition, the Company added 31 new clients in FY2018. The Company was also able to win 7 large deals, spread across US and EMEA. On the back of these customer acquisitions and deal wins, the Company was able to secure fresh orders worth 7 million during FY2018. The order book executable over the next 12 months as on March 31, 2018 stood at 9 million.

The Company continued to make ongoing enhancements to its existing capabilities through investments in new emerging technologies, partnerships, and appropriate skills to deliver exceptional customer value and operational excellence. It also completed some key flagship digital experience projects for several clients and secured multiple new Digital engagements. NIIT Technologies also carved out a separate Data and Automation service line. Within Infrastructure Managed services, the Company has created a stand-alone Cloud Service line under a new leader.

NIIT Technologies also strengthened its offerings in the area of Automation and Robotics, as part of its Smart IT initiative. A unifying component of this initiative is TRON,

an integrated automation framework that consolidates innovative technologies, practices, and tools for business transformation—delivering more value. Leveraging advanced technologies like Robotic Process Automation (RPA), Analytics, Machine Learning, and Artificial Intelligence (AI), TRON framework enables enterprises to deliver business agility, self-enablement, and superior experiences.

During the year, the Company made key changes into its leadership by inducting Mr. Sudhir Singh as Chief Executive Officer and Mr. Arvind Thakur was elevated to the role of Vice Chairman and Managing Director. The company added three new business leaders to drive its growth agenda. Mr. Gautam Samantha formerly with Infosys joins to head Europe geography, Anantha Basavaraju formerly with Fujitsu joins to head APAC, and Madan Mohan formerly with Infosys takes charge of a new service line around Data Services & Automation with his base in the US. In addition the company strengthened its cloud practice by inducting Mr. Bhartendra Gupta formerly with Microsoft based in the US and Antony Shepard, formerly with IBM to be based in UK.

Business Outlook

The Company has been able to adapt to changes in the demand landscape and customer expectations, reflected in its engagement models and enhanced offerings that have evolved to deliver exceptional value. The Company recorded a strong order intake during FY2018, resulting in an expanded order book as it enters the new financial year to support its growth momentum.

The Management’s Discussion & Analysis (MD&A) of the Company’s global business during FY2018 and outlook, along with a discussion of internal controls & risk management and mitigation practices, appears separately in this Annual Report. Reports on Corporate Governance and Corporate Social Responsibility (CSR) are also provided in this Annual Report.

Consolidated financial statements The consolidated financial statements are enclosed in addition to the standalone financial statements pursuant to section 129(3) of the Companies Act, 2013 read with all relevant Rules and amendments thereto & SEBI Listing Obligations & Disclosure Regulations, 2015 prepared in accordance with the Accounting Standards prescribed by ICAI in this regard. The consolidated Financial Statements together with Auditors Report thereon form the part of the Annual Report.

Dividend

The Board in its meeting held on May 04, 2018, has recommended a dividend of Rs.15 per equity share of face value Rs.10/- each (previous year Rs. 12.50 per equity share) for the Financial Year ended March 31, 2018, amounting to Rs.922 million. The proposal is subject to the approval of the shareholders at the ensuing Annual General Meeting to be held on 28th September, 2018. The dividend payout shall be according to the Dividend Distribution Policy of the Company.

Transfer to Reserves

During the year, the Company has not transferred any amount to the General Reserves.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of the Report & change in nature of business, if any

There have been no material changes and commitments affecting the financial position of the Company during the year and subsequent to the close of the Financial Year to which Financial Statements relate and the date of the Report. Further, there has been no change in the nature of business of the Company during the year.

COMPANIES ACT DISCLOSURES & CORPORATE

GOVERNANCE

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of Annual Return (MgT-9) is enclosed as (Annexure A).

Number of meetings of the Board

The Board of Directors of the Company met 7 (seven) times in the FY2017-18. The details pertaining to the Board Meetings and attendance are provided in the Corporate Governance Report. The intervening gap between two Board Meetings was within the period prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Regulations), 2015 (SEBI Listing Regulations] and amendments thereto.

Directors Responsibility Statement

As required under Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Board of Directors of the

Company hereby states and confirms that:-

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

(b) the Company had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit & Loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts are prepared on a going concern basis;

(e) the internal financial controls are laid to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Directors

a. Retirement by rotation of Mr. Rajendra S Pawar (DIN 00042516), Director

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 & Articles of Association of the Company, Mr. Rajendra S Pawar, Director (DIN 00042516) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting of the Company.

Further, during the year, there has been changes in the designations of Mr. Arvind Thakur & Mr. Rajendra S Pawar. Mr. Arvind Thakur has been elevated to the position of Vice Chairman and Managing Director of the Company w.e.f January 19, 2018, whereas, Mr. Rajendra S Pawar has been designated as Chairman of the Company w.e.f March 27, 2018 on the same terms and conditions as approved by the Shareholders in their meeting held on July 07, 2014. The Board now recommends the appointment of Mr. Rajendra S Pawar as Chairman of the Company and Mr. Arvind Thakur as Vice Chairman and Managing Director of the Company on revised terms and conditions individually for a period of five years and the resolutions seeking approval from the Shareholders of the Company at the ensuing Annual General Meeting of the Company have been duly incorporated in the Notice to the Annual General Meeting.

The brief resumes of the Director seeking appointment/ re-appointment along with the other details as stipulated under Regulation 26 and 36 of (SEBI Listing Regulations] and Secretarial Standards on General Meetings (SS-2), are provided in the Notice for convening Annual General Meeting of the Company.

b. Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Mr. Amit Sharma, Mr. Surendra Singh and Mr. Ashwani Puri were appointed as Independent Directors till March 31, 2019 at the Annual General Meeting of the Company held on July 07, 2014. Further, during the year the shareholders approved the appointment of Ms. Holly Jane Morris for a second term of not exceeding 5 years w.e.f April 01, 2017. Statement on declaration by the Independent Directors All the Independent Directors have given declarations that they meet all the requirements specified under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Familiarization program of Independent Directors

The details of the Familiarization program of Independent Directors of the Company are available on the website of the Company. The URL of the same is https://www.niit-tech.com/sites/default/files/ Familiarization-Programme-Independent-Directors. pdf. Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities. The terms and conditions of the appointment of Non-Executive Directors are there on the website on the Company at www.niit-tech.com.

c. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has the following Directors/employees as Whole-time Key Managerial Personnel as on March 31, 2018:

a) Mr. Rajendra S Pawar (DIN 00042516) - Chairman

b) Mr. Arvind Thakur (DIN 00042534) - Vice Chairman & Managing Director

c) Mr. Sudhir Singh Chief Executive Officer

d) Mr. Amit Kumar Garg - Chief Financial Officer

d) Mr. Lalit Kumar Sharma - Company Secretary & Legal Counsel There has been following changes in the status of KMPs as stated above.

- The Board appointed Mr. Sudhir Singh as Chief Executive Officer Designate of the Company on May 29, 2017 as part of the succession process and then appointed him as Chief Executive Officer of the Company w.e.f January 19, 2018.

- There has been changes in the designations of Mr. Arvind Thakur & Mr. Rajendra S Pawar. Mr. Thakur has been elevated to the position of Vice Chairman and Managing Director of the Company w.e.f January 19, 2018, whereas, Mr. Rajendra S Pawar has been designated as Chairman of the Company w.e.f March 27, 2018 on the same terms and conditions as approved by the Shareholders in their meeting held on July 07, 2014.

- The Board recommends the appointment of Mr. Rajendra S Pawar as Chairman of the Company and Mr. Arvind Thakur as Vice Chairman and Managing Director of the Company on revised terms and conditions individually for a period of five years to the Shareholders of the Company at the ensuing Annual General Meeting of the Company.

Deposits from Public

The Company has not accepted any Deposits under Chapter V of the Companies Act, 2013 during the year and hence no amount of principal or interest was outstanding on the date of the Balance Sheet.

Share Capital

a) Issue of equity shares with differential rights or sweat equity shares

During the year, the Company has not issued any equity shares with differential rights/sweat equity shares under Companies (Share Capital and Debentures) Rules, 2014.

b) Issue of Employee Stock Options

During the year, the Company issued 93,950 Equity shares on the exercise of stock options under the Employee Stock Option Scheme of the Company (ESOP 2005).

Consequently, the issued, subscribed and Paid-up Equity Capital increased to Rs. 614,561,240 as at March 31, 2018 pursuant to Rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014.

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-tech. com/investors or may be obtained from the Company and is open for inspection at the Registered Office of the Company.

c) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

In terms of Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, the Company is not exercising the voting rights directly by the employees in respect of shares to which the scheme relates.

COMMITTEES OF THE BOARD Audit Committee:

The Audit Committee of the Company is constituted as per Section 177 of the Companies Act, 2013 & Regulation 18 of the SEBI Listing Regulations, 2015, consisting of majority of Independent Directors.

The composition of the Audit Committee and details of the Meetings and attendance during the FY2017-18 are as under:

Name of the

Committee

member

Category

Designation

Number of meetings during the Financial Year 2017-18

Dates of meetings held during the year

Held

Attended

May 04, 2017 July 19, 2017 September 22,

2017

October 17, 2017 January 18, 2018 February 23,

2018

March 26, 2018

Mr. Ashwani Puri

Non Executive-

Independent

Director

Chairman

7

7

Mr. Surendra Singh

Non Executive-

Independent

Director

Member

7

7

Mr. Vijay K Thadani

Non Executive Director

Member

7

6

Mr. Amit Sharma

Non Executive-

Independent

Director

Member

7

6

Mr. Ashwani Puri, an Independent Director is the Chairman of the Committee and Mr. Lalit Kumar Sharma is the Secretary to the Committee. The Board had accepted all the recommendations of the Audit Committee made during the year. The details pertaining to the no. of meetings of the Committee held during the year and terms of reference, functioning and scope are given in the Corporate Governance Report in detail in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Nomination and Remuneration Committee The Company has a duly constituted ‘Nomination & Remuneration Committee’ under the provisions of Section 178 of the Companies Act, 2013 and the terms of reference are disclosed under the Corporate Governance Report of the Company in terms of the requirements under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The composition of the Nomination and Remuneration Committee and details of the Meetings and attendance during the FY2017-18 are as under:

Name of the Nomination & Remuneration Committee

Category

Designation

Number of meetings during theFinancial Year2017-18

Dates of meetings held during the year

member

Held

Attended

Mr. Amit Sharma

Non

Executive-

Independent

Chairman

6

6

May 04, 2017 May 26, 2017 June 15, 2017

Mr. Surendra Singh

Non

Executive-

Independent

Member

6

6

October 17,

2017

January 18,

2018

March 26, 2018

Mr. Vijay K Thadani

Non Executive

Member

6

5

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

Stakeholders Relationship Committee

In terms of provisions of section 178 of the Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Regulations), 2015, the Company has a duly constituted Stakeholders Relationship Committee. The Stakeholders Relationship Committee looks into the redressal of the complaints of investors.

The Committee has delegated work related to share transfer, issue of duplicate shares, dematerialization/ rematerialisation of shares and other related work to Share Transfer Committee which reports to the Committee.

The Stakeholders Relationship Committee is headed by a Non-Executive Director Mr. Amit Sharma and consists of Mr. Vijay K Thadani and Mr. Arvind Thakur as members of the Committee. Mr. Lalit Kumar Sharma, Company Secretary & Legal Counsel is the Compliance Officer of the Company.

The composition of the Committee and details of the Meetings and attendance during the FY2017-18 are as under:

The particulars of the meeting attended by the members of the Stakeholders’ Relationship Committee and the date of the meetings held during the year are given below:

Name of the Committee member

Category

Designa

tion

Number of meetings during the Financial Year 2017-18

Dates of meetings held during the year

Held

Attended

May 04, 2017 July 19, 2017 October 17,

2017

January 18,

2018

Mr. Amit Sharma

Independent

Director

Chairman

4

3

Mr. Arvind Thakur

Executive Director

Member

4

4

Mr. Vijay K Thadani

Non-Executive Promoter Director

Member

4

4

Corporate Social Responsibility (CSR)

In terms of provisions of section 135 of the Companies Act, 2013 & Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has a CSR Committee which formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, as per Schedule VII to the Companies Act, 2013, recommending the amount of expenditure to be incurred and monitoring the expenditure and activities undertaken under the CSR Policy of the Company.

The composition of the Committee and details of the Meetings and attendance during the FY2017-18 are as under:

Name of the Corporate Social Responsibilities Committee

Category

Designation

Number of meetings during the Financial Year 2017-18

Dates of meetings held during the year

member

Held

Attended

Mr. Surendra Singh

Non

Executive-

Independent

Chairman

May 04, 2017

Mr. Amit Sharma

Non

Executive-

Independent

Member

Mr. Ashwani Puri

Non

Executive-

Independent

Member

Mr. Arvind Thakur

Executive

Member

The Company has undertaken activities as per the CSR Policy (available Company’s website www.niit-tech.com) and the details are contained in the Annual Report on CSR Activities given in Annexure-B forming part of this Report. The Company’s approach is to spend on activities for the welfare of society under Corporate Social Responsibility activities ensuring that the total spend in each financial year would be above the level prescribed under the Companies Act, 2013.

As part of its CSR initiatives, the Company continued its CSR drive around Education, Employability and Infrastructure support.

In our sustained efforts, to take our CSR initiatives forward, we continued with the Scholarship program for deserving students in NIIT University. NIIT Institute of Information Technology “TNI, a society registered under the Societies Act, 1860, (Central Act No 21 of 1860) in the office of Registrar of Societies, Government of NCT of Delhi, has set up NIIT University “NU as a private University at Neemrana, Dist. Alwar, Rajasthan.

Some High Impact Programs at Organization Level in the area of Education & Employability -

1) SHIKSHA, Dankaur Village, Greater Noida - A Career Development Centre providing IT and employability training to the underprivileged students in and around Dankaur village. The center was launched by NIIT Technologies in collaboration with NIIT Foundation on 2nd Dec 2015. In the last financial year the center touched the lives of around 1609 underpreviledged students of the community and placed 122 students.

2) SHIKSHA, Madanpur Khadar, Delhi- On 1st January

2017 the organization enhanced its reach further by adopting the Madanpur Khadar Center partnering with NIIT Foundation. The center focusses on providing IT and employability training to the underprivileged students in and around Madanpur Khadar area in Delhi. Since its inception in January 2017, the center has impacted around 1635 underprivileged students including some differently abled students as well. The center also provided placements to 261 students.

3) Sponsorship to Noida Deaf Society for running Vocational and Pre-employment training for 75 Deaf Youth out of which 50 youth to be provided employment in the one year period. This course started in April 2017. Total 120 deaf students underwent the Pre-Employment Training and 52 got placed in Hospitality and Retail sectors.

High Impact Programs at Location Level:

1) Infrastructural support to Schools -

a. Jaganpura Primary Govt. School, primary school near the Greater Noida Campus. NTL constructed a classroom which has now been converted into a smart class through government intervention. A badminton court was also constructed for holistic development of the primary school students.

b. Murshadpur Primary Govt. School and Middle School, primary and middle school near the Greater Noida Campus. Shed construction work was undertaken for Anganwadi children and window repair work was undertaken for the school in the last year.

c. Garbara Govt School, primary and middle school near Greater Noida Campus. The company provided drinking water facility to the school along with creating a play area with swing, slide and climber for holistic development of students.

d. Welfare Centre for Persons with Speech and Hearing Impairment, Gurugram. The company sponsored an

Art and Craft teacher for imparting skills like quilling, embroidery, stitching, paper bags to the students of the center so that they can lead self-reliant lives. During the last year the teacher who is herself a speech and hearing impaired, impacted the lives of over 20 deaf and mute students. The company also constructed badminton court for the deaf and mute students at the center.

e. Oxus Valley School in Kaushambi. The company partnered with Lovecare Foundation in supporting Oxus Valley School by providing a computer faculty last year. This intervention impacted 137 students by making them computer literate. The company also donated items necessary for day to day operations to the school like tables, desk kits, school bags, Almiras, projector, white board, blackboard.

2) Teaching drive at Murshidpur Primary Govt School and Jaganpur Primary Govt School. The company reinforced its commitment to providing quality education to the adopted Govt schools through an year long teaching drive for class 3rd, 4th and 5th. NIITians from the BFS vertical at the Greater Noida Campus sponsored an year long teaching drive at Jaganpur and Murshidpur Govt Primary School. The volunteers from BFS vertical took time out of their busy schedules and taught Maths and English to students in Class 3, 4 and 5, impacting over 100 students. This drive got concluded in early March.

3) Location level events conducted - Stationary donation, Diwali and Christmas celebrations, Educations Trip, Career Counselling sessions at schools and orphanages

Compliance with the Code of Conduct The Company has “NIIT Technologies Limited - Code of Conduct (Code). The Code is available on the website of the Company (URL is - https://www.niit-tech.com/ investors/code-conduct). The Chief Executive Officer of the Company has given a declaration that the Directors and Senior Management of the Company have given an annual affirmation of compliance with the Code of Conduct during the year 2017-18.

Prevention of Insider Trading

The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy lays down the guidelines, procedures to be followed, and disclosures to be made while dealing with the shares of the Company alongwith consequences for violation. The policy is formulated to regulate, monitor and ensure reporting of deals by employees and maintain highest level of ethical standards while dealing in the Company’s securities. The Company’s Code of Fair Disclosure is also placed on the website of the Company (URL is https:// www.niit-tech.com/investors).

Performance Evaluation of the Board Pursuant to the provisions of the Section 134 and 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Statutory Committees. The evaluation was done based on one to one interactions which covered various aspects of the Board’s functioning and its Committees. The Committee members noted that pursuant to Section 178 and other applicable provisions of the Companies Act, 2013, and SEBi (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Committee is required to carry out performance evaluation of every Director of the Company.

The evaluation was done on the suggestive parameters and based on the criteria fixed by the members in their meeting held on May 4, 2017 which inter-alia included contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, attendance and availability etc. The Committee members carried out evaluation based on discussions and one to one interaction and assessments under an internal assessment process as per the decision of the members.

The Committee discussed and completed the performance evaluation and authorized the Chairperson to communicate the same to the Board. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Managerial Remuneration & Particulars of Employees The information required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure-C. Further, the managerial remuneration is also provided in the Corporate Governance Report.

The information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is applicable and forms part of the Report.

However, as per first proviso to Section 136(1) of the Act and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company and the said annexure is also open for inspection at the Registered Office of the Company.

POLICIES OF THE COMPANY Nomination & Remuneration Policy Pursuant to the provisions Section 178(3) of the Companies Act, 2013, the Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Vigil mechanism/Whistle Blower Policy

In view of the requirement as stipulated by Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board & its power) Rules, 2014 and Corporate Governance under SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Company has complied with all the provisions of the Section and has adopted a Whistle Blower Policy duly approved by the Audit Committee to report concerns about unethical behaviour, actual & suspected frauds, or violation of Company’s Code of Conduct and Ethics. The policy is hosted on the website of the Company and the URL for the same is https://www.niit-tech.com/sites/ default/files/Whistle-Blower-Policy-upload.pdf. The same provides for adequate safeguards against victimisation of director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

Policy for Determining Material Subsidiaries

The policy for determining the material subsidiaries of the Company is available on the Website of the Company and the URL is:https://www.niit-tech.com/sites/default/ files/PolicyonMaterial-subsidiary.pdf.

Risk Management Policy

The Company has developed and implemented a risk management framework for identification of elements of risk, which in the opinion of the Board may threaten the existence of the Company.

Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates top 500 Listed Companies on their market capitalization as calculated on the 31st day of March of every year to frame a Policy for Distribution of Dividend.

Accordingly, the Company adopted the said Policy during the FY2017. This policy aims at laying down a broad framework for considering decisions by the Board of the Company, with regard to distribution of dividend to shareholders and/or retention or plough back of its profits. The Policy is enclosed as Annexure - D of the Report and is also available on the website of the Company at https://www.niit-tech.com/sites/default/files/ Dividend-Distribution-Policy.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy and environment-friendly initiatives

Consistent with and inspired by its corporate vision, values, and mission, NIIT Technologies aims to grow its business profitably while minimizing the impact of its business operations on the environment. The Company has been proactively adopting and initiating multiple environment-friendly measures aimed at conservation of resources including energy and water, recycling or efficient disposal of waste, as well as leveraging the use of renewable resources where possible.

As a global leader in Consulting, Technology, and Outsourcing Services the Company is committed to environmental sustainability. While creating new infrastructure, it emphasizes not only on creating world class and cost effective infrastructure but also on energy efficiency, renewable energy sources, sustainable construction materials, water conservations, and waste management.

At its largest facility, spread over 25 acres, in Greater Noida, eco-efficiency and environment-friendliness is weaved intricately into all aspects of operations. Being a relatively new SEZ facility, environmental sustainability has been a key objective underpinning its design and function, right from the blueprint stage to its becoming operational. Over the years, state-of-the-art technologies, systems, and processes aimed at ensuring minimal environmental impact and adoption of best-in-class practices have enabled the Company to register significant improvements in its ability to reduce energy consumption, increase recycling of water, and facilitate effective waste management.

The Company recognizes energy as a precious resource and continuously explores and implements ways to reduce its consumption of energy. As part of these efforts, the Company keeps assessing the demand-side to bolster its energy efficiency while also investing in new technologies that either make its infrastructure more energy efficient or allow it to replace conventional energy sources with renewable ones wherever possible.

At NIIT we understand that taking care of environment is everybody’s responsibility and to meet this requirement, awareness on environment and its resources is imparted through induction programme.

At its Greater Noida campus, NIIT Technologies has been able to mark multiple accomplishments on the environmental front, during FY 18 Company strives for:

a. Further reduction of energy consumption by 5% through datacenter consolidation, enhancement of solar power grid system and using occupancy sensor and other best practices

b. Significant increase in the recycling of water (approx. 20 lacs litres per month) using second STP plant while also using technologies to minimize its consumption. Water extraction from Ground reduced by 10% annually.

c. Better waste management for both organic and e-waste, with substantial progress already made:

- Organic waste is being converted into compost for use in its grounds’ green areas and gardens

i.e. conversion of waste into Compost is avg. 405 kg of manure per month. Manure is used for internal horticulture purpose.

- E-waste is collected and formally handed over to registered and certified disposal vendor through an auction process.

- Paper waste being recycled and receiving recycled paper in lieu.

- Removal of paper cups used for tea/coffee and for the purpose infrastructure was modified and employees were encouraged to bring their own cups for tea and coffee.

- To minimize plastic waste generation, use of plastics carry bags by vendors inside NIIT premises is banned and at pilot level plastic bin liners are replaced with recycled paper bin liners.

- Efficient transport practices with 100% conversion of company cabs and buses to CNG based vehicles.

- All hazardous waste is channelized through authorized vendor for proper disposal and recycling.

These have been made possible by investments and initiatives towards energy efficient Chillers, VFDs, VAVs, High Energy Efficient Glass on external fagade of buildings, wall & ceiling insulation, LED lights, Solar Energy for internal & external lighting as well as for hot water generation, and recycling of waste water, along with a host of additional new technologies like the use of decomposers for waste management.

The Company strives to recover, reuse, or recycle its workplace tools such as copiers, computers and paper. The policy for asset sale, donation, and disposal outlines what employees should do with technology assets that are not being fully utilized or have reached their end of useful life.

All these efforts, investments, and achievements of NIIT Technologies on the environmental front have gained following recognitions.

ISO 14001:2015 (Environment Management)

OHSAS 18001:2007 (Occupational Health and Safety Assessment Series)

LEED Platinum Certification Operation & Maintenance for existing tower (phase 1 building) at Greater Noida campus from USGBC (US Green Building Council).

NIIT Technologies has completely moved its global e-mail, collaboration and peer-to-peer communication and content sharing services from on-premises infrastructure to the Microsoft Office 365 cloud thus considerably reducing its on-premises power consumption and carbon footprint. Moreover, by making Skype for Business the de-facto peer-to-peer communication and content sharing standard for the company, local commuting and long distance travel for face-to-face meetings has reduced while simultaneously improving employee time management and productivity.

Technology absorption and R&D (Research & Development)

NIIT Technologies strives to be a leader in the early adoption of new, path breaking and disruptive technologies that strengthen its ability to maintain its leadership position across its industry verticals of focus. Towards that end, it continually evaluates and embraces new technologies and business models, and makes investments in developing or acquiring intellectual property (IP) in addition to upgrading its existing IP assets.

“In line with its track record of keeping pace with the emergence of new services or technologies with disruptive potential, the Company has reinforced its Digital Services offerings portfolio by making strategic investments in Incessant Technologies and RuleTek in recent years. As a result, NIIT Technologies is now able to offer solutions in digital experience, digital integration, and digital analytics. Recently, the Company also launched its

Digital Innovation Centre (DIC) in Hyderabad, which will provide a global platform for research and technological development to tap new market opportunities for Digital Integration. Equipped with state of the art IT infrastructure and Internet of Things (IOT) labs, this DIC will serve as a hub for innovative thinking and will play a key role in the Company’s success, going forward, as a dominant digital services player in its chosen areas of focus.

The Technology Innovation Center (TIC), based out of Bangalore, continuously scans the technology radar and focuses on niche and emerging technologies in exploring and incubating them thereby equipping the company to be in the technology forefront with a competitive advantage. Its current focus is on Artificial Intelligence, Augmented Reality, Blockchain, Internet of Things (loT), Recommendation Engine based on various Machine Learning techniques, Design Thinking, and Algorithm Design & Development. This resulted in gearing up the company further on its focus and emphasis on innovation and applied R&D carving out new service offerings. Foreign Exchange Earnings and Outgo The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as under:

(Rs. Million)

Particulars

Year 2017-18

Year 2016-17

Foreign Exchange Earnings

14,769

13,991

Foreign Exchange Outflow

6,070

5,702

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

During the year, no order was passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company is having a strong internal control system for all the processes to ensure the reliability of the financial reporting and timely feedback on achievement of operational objectives.

The Company monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies of the Company. Based on the report of Internal Audit Function, process owners undertake corrective action in their respective areas and thereby strengthen controls. All significant audit observations and corrective actions thereon are presented to the Audit Committee for its review and suggestions.

Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2018, the Company has subsidiaries in the United States of America, United Kingdom, Germany, India, Singapore, Thailand, Australia, Dubai, Spain, Philippines & Brazil.

Details about the companies which have become/ ceased to be subsidiaries during the Financial Year

The Company has not acquired any company during the year. Although, the Company acquired 19% more stake in the equity share capital of Incessant Technologies Pvt. Ltd. in May, 2017, aggregating to 70% of the total share capital of Incessant.

The subsidiary in Philippines is in the process of liquidation and subsidiary in Switzerland has been closed.

During the year, Incessant Technologies Pvt. Ltd., subsidiary of the Company has acquired 55% of the share capital of the Ruletek LLC, USA in the month of May 2017. Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement. During the year, the Board of Directors reviewed the affairs of the subsidiaries.

Pursuant to provisions of Section 129(3) of the

Companies Act, 2013, a statement containing a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies is included in the consolidated financial statement and the same has been annexed to this Report as AOC-1 given in Annexure E.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited Financial Statements of the Company, consolidated Financial Statements alongwith relevant documents are available on the website of the Company i.e. www.niit-tech.com. The Financial Statements are also open for inspection at the Registered Office of the Company on all working days (i.e. except Saturdays, Sundays and holidays) between 10:00 a.m. to 1:00 p.m.

Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013

The Company has not given any loan to any person and any other body corporate. The details of investments in securities of other body corporate is given as under:

Particulars

Amount in Local Currency (In Mn.)

Currency

Outstanding Amount in INR as on 31.03.18 (In Mn.)

Purpose

Issued to Citibank NA, on behalf of NIIT Technologies Limited, UK

7.50

USD

486

Working Capital Loan

Issued to Citibank NA, on behalf of NIIT Insurance Technologies Limited

3.00

USD

195

Working Capital Loan

Issued to Citibank NA, on behalf of NIIT Technologies Limited Thailand

1.50

USD

97

Working Capital Loan

Total

1,427

The details of the securities acquired by the Company of other body corporates is given as under:

Investment in Subsidiary Companies

Investment value as on March 31, 2018 (Amt. in INR)

2,837,887 (31 March 2018: 2,837,887; 01 April 2017) 2,837,887 Shares having no par value in NIIT Technologies Inc. USA

155,790,698

16.614.375 (31 March 2018: 16,614,375; 01 April 2017)

16.614.375 Shares of 1 Singapore $ each fully paid-up in NIIT Technologies Pte Ltd., Singapore

702,818,750

3.276.427 (31 March 2018: 3,276,427; 01 April 2017)

3.276.427 Shares of 1 UK Pound each fully paid-up in NIIT Technologies Ltd., UK

204,426,821

890.000 (31 March 2018: 890,000; 01 April 2017)

890.000 Equity Shares of Rs 10/- each fully paid-up in ESRI India Technologies Limited, India

8,900,000

537.900 (31 March 2018: 537,900; 01 April 2017)

537.900 Equity Shares of Euro 1 each fully paid-up in NIIT Technologies GmbH, Germany

184,762,155

50.000.000 (31 March 2018: 50,000,000; 01 April 2017)

50.000.000 Equity Shares of Rs 10/- each fully paid-up in NIIT SmartServe Limited, India

500,000,000

1.000.000 (31 March 2018: 1,000,000; 01 April 2017)

1.000.000 Equity Shares of Euro 1 each fully paid-up in NIIT Airline Technology GmbH, Germany

223,813,064

5,000 (31 March 2018: 01 April 2017) 5,000 Ordinary Shares of 1000 AED each fully paid in NIIT Technologies FZ LLC Dubai

63,141,800

5.000.000 (31 March 2018: 5,000,000; 01 April 2017)

5.000.000 Equity Shares of Rs. 10 each in NIIT Technologies Services Limited, India

25,000,061

28,33,342 (31 March 2018: 28,33,342 31 March 2017) 2,064,292; Equity Shares of Rs. 2 each in Incessant Technologies Private Limited, India [Refer Note 411

2385,993,580

10,000 (31 March 2018 10,000; 01 April 2017)10,000 Shares of Peso 100 each in NIIT Technologies Philippines Inc., Phiippines1

38,867,570

Management’s Discussion and Analysis Report is set out in this Annual Report.

Business Responsibility Report

The SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, mandates the inclusion of Business Responsibility Statement (‘BRR’) for top 100 listed companies based on market capitalization. In compliance with the same we have integrated BRR as part of the Annual Report. Corporate Governance

In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor’s in terms of Part E of Schedule V of the said Regulations of the Company forms integral part of Corporate Governance Report.

Scheme of amalgamation

The scheme for merger of PI PL Business Advisors & Investments Private Limited and GSPL Advisory Services and Investment Private Limited (part of the Promoter/Promoter Group of NTL) with the Company has been approved by the Board, subject to approval by NCLT under section 230-232 of the Companies Act 2013 and other regulatory approvals. The approval is yet to be received.

Compliance with applicable Secretarial Standards The Company is in compliance with the applicable Secretarial Standards issued by Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs with all amendments thereto.

AUDITORS & AUDITORS’ REPORT/CERTIFICATE

a. Statutory Audit:

M/s S R Batliboi & Associates LLP (FRN 101049W/ E300004) have carried out Statutory Audit under the provisions of section 139 of the Companies Act, 2013 for the financial year 2017-18. The Report given by Auditors forms part of this Report. The Auditors Report to the Shareholders does not contain any qualification reservation or adverse remarks.

b. Secretarial Audit:

During the year, the Board of Directors of the Company had appointed Mr. Ranjeet Pandey (Membership No.5922) of M/s Ranjeet Pandey & Associates, Company Secretaries (CP No.-6087), in Whole-time Practice, to carry out Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 and the Rules framed thereunder, for the Financial Year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 was considered by the Board in its meeting held on May 04, 2018 and the said Report given by Secretarial Auditors is annexed to this Report as Annexure G. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks which needs any explanation or comment of the Board.

c. Auditors Certificate on Corporate Governance:

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Auditor’s Certificate on Corporate Governance is provided under the Corporate Governance Report. The Auditors Report to the Shareholders does not contain any qualification, reservation or adverse remarks.

d. No fraud has been reported by the Auditors to the Audit Committee/Board or any other relevant authority.

HUMAN RESOURCE INITIATIVES To maintain and develop ongoing competitiveness and adaptability, it is imperative to invest in organizational capability development. NIIT Technologies has been addressing these needs through several initiatives. Let’s take a look at these initiatives.

Service Culture

As part of our culture change journey, which has been driven by our service vision, “New Ideas, More Value, over 1005 NIITians have undergone the ‘Uplift Your Service’ Training this year.

Diversity & Inclusiveness

At NIIT, we have been addressing Gender Diversity holistically while hiring, and through providing an enabling environment to learn and grow.

As the 1st step, to enable women continue to be in workforce after maternity, we setup our Cradle, which is the ‘home away from home’ for our little NIITians. Thereafter, we launched EMPOWER, which signifies Enable, Mentor and Prepare Organization’s Women for Equal Representation, to look at Gender Diversity holistically.

Under the aegis of EMPOWER, we sensitized our leaders, returning mothers, and women leaders. Some key initiatives over the past few months:

- Sent some of our Returning Mothers for ‘Breakthrough

- career resilience’ an external program spanning 8 months.

- Leaders were educated on unconscious biases through our ‘With Due Respect’ program series.

- We initiated a yearlong education and coaching program ‘Reach for the Sky Program’ for enabling midlevel women leaders to break through the glass ceiling.

- Women are known to be taking full charge of people around them, but neglecting themselves. They also don’t take any networking breaks. We enabled a series networking events for all our staff members (not limited to women) to connect with each other and learn about ‘Taking Charge’ of various aspects of their lives.

Sensitization sessions are frequently conducted towards Prevention of Sexual Harassment, and the policy for the same. Through Pan India training sessions, 3705 staff members in India have been educated on the subject. A one day refresher program on POSH was organized exclusively for all the ICC (Internal Complaints Committee) members, at the Greater Noida Campus to educate them on provisions of the Prevention of Sexual Harassment at workplace Act. A diverse set of case studies were taken upto enable a thorough understanding of the intricacies of the law and our approach to deal with any instance of harassment.

Digital Transformation

INTELLIGENT learning platform, NTL Percipio

Self-Skilling the way forward

IT- BPM is undergoing digital revolution and therefore, the need for a revolution in skills has arisen immensely. With the advent of new emerging technologies, companies are expecting their technology partners to act as true advisors in their digital journey. Indian IT-BPM firms have undertaken initiatives to build a culture of continuous and self-learning to enable technovators stay abreast of latest emerging technologies and be future-ready.

To meet the demands of future skills and to keep NIITians abreast on latest technologies, NIIT Technologies in association with SkillSoft has launched a new INTELLIGENT learning platform, NTL PERCIPIO that delivers an immersive learning experience. NTL Percipio delivers more control over the content and user experience, creating more personalized learning and providing access to the best curated content on the market in a truly immersive experience Using NTL Percipio, NIITians can make the most of their precious time and create a lasting impact. They can decide when, where, and how to learn through curated channels and micro-learning videos. The curated learning paths will help NIITians self-direct their learning, which is part of the cultural change we are trying to build inside our organization. This will save us time and talent curating internally in the organization.

Key Benefits for NIITians

ELSA: Enabling Embedded Learning

Give NIITians the ability to search, discover, and learn in the context of their everyday work using the Embedded Learning Synchronized Assistant (ELSA) browser plug-in. NIITians can search a term in ELSA to find videos, books, and audiobooks without leaving their browser.

Engaging Learning Experience

NIITians get to use an intelligent eLearning platform modeled after the consumer web experiences. A simple interface, personalized learning playlists, and one-click access to engaging content that is automatically updated and is mapped to align to competencies and skills.

Multiple Learning Modalities

NIITians can now choose how they want to learn using videos, books, audiobooks and more. Watch, read, and listen to content that is curated across over 500 channels and automatically updated by expert curators.

Accelerated Learning

Micro-learning (three to five minute videos) that fits into busy schedules, and a mobile app so learning can happen anywhere, anytime, and on any device.

Pre-curated channels to address Critical Skill Gaps Experience over 500 pre-curated channels mapped to the critical competencies.

Enhanced Content Discovery

Take advantage of Elastic search, used by Facebook, Netflix, and eBay to quickly find micro learning videos, courses, channels, and books.

Personalized Learning experience

NIITians will have a personalized learning experience with internal and third-party content (Youtube videos, TED Talks), personalized homepage, playlists, option to pick up learning where they left off, and receive assignments. NIITians can add any type of content to a playlist to access at another time on their personalized home page. This feature addresses the NIITian’s specific areas of interest based on a quick two-step onboarding assessment.

The new enterprise learning platform will provide over 26000 learning assets across technology , domain , operations, sales, management, leadership areas allowing every NIITian to take charge and charter their own learning paths. Leadership Development

NAFL, NTL Academy for Future Leaders, focuses on leadership development in the organization. The overall development of the leaders is addressed through multiple training programs followed by learning consolidation activities. These activities emphasize hands on practice of the concepts introduced in programs that run under NAFL. This year NAFL introduced a bouquet of one-day workshops along with Webinars on “Project Portfolio Management using Agile, “IT Risk Management, “Leading Complex Projects and many more.

Another critical program that runs under NAFL, is NGLP, “The NTL Global Leadership Program” which is the essential management development program that lays the foundation to step into executive leadership. This is designed to help senior business leaders thrive in a global environment and also help our core team develop holistic leadership skills from a Business and People perspective. Every interaction, work project, initiative; every strategic or tactical imperative a company tries to accomplish, is affected positively or negatively by trust. If our team enjoys a trust dividend, then trust becomes the great “performance multiplier. If, on the other hand, our organization is paying a Trust Tax, then everything one does takes more time and costs more money. With a perspective that Trust is more than a nice-to-have, soft, social virtue; it is a hard-edged economic driver. NAFL has initiated a packaged program on “Leadership at the SPEED of TRUST at various levels of the organization.

All the initiatives undertaken were widely appreciated within the organization and have helped us better engage with NIITians, allowing us to maintain a healthy work environment. Prevention/Prohibition of Sexual Harassment of women at workplace

The Company has a policy on Prohibition/Prevention of Sexual Harassment of Women at workplace and matters connected therewith or incidental covering thereto all the aspects as contained in “The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Company believes in providing a congenial atmosphere to work for all employees which is free from discrimination and harassment without regard to caste, religion, marital status and gender. During the year, the Company conducted various awareness programs and workshops at all locations. During the year, the Company received two complaints pertaining to this which were duly resolved.

Awards and recognitions

The Company has been recognized in several important ways at the national and global levels, related to its leadership in specific industry verticals, and its robust HR practices.

- Conferred with Aegis Graham Bell Award for “Innovation in Cloud category

- ESRI India won Aegis Graham Bell Award for “Innovative Enterprise Solutions category

- Won EE Employee Engagement award in UK

- ESRI India recognized as ‘Best Smart Cities Solution Provider in GIS'' at the ET Now CSR Global Leadership Awards

- Felicitated with International Airport Review Award in Terminal Operations

- Won HRO Today award for Excellence in Rewards & Benefits

- Conferred with Business World HR Excellence awards for Change Management

- Gold winner of the 2017 ITSMA Marketing

Excellence Awards

- Received ‘Automation Project of the Year’ award from Global Sourcing Association - EU and India

- Conferred with Asia Pacific HRM Congress awards for “Organization with innovative HR practices

The Company also acquired Analyst Recognitions (FY2018 (April 2017-Mar 2018 in descending order)

- Positioned as a Major Contender and a Star Performer in Everest Group’s Capital Markets PEAK MatrixTM 2017

- Identified as an Innovator in NelsonHall’s Digital Transformation Services NEAT

- NIIT Technologies covered as a market player in a recent Gartner report “Competitive Landscape: IT Services Providers to the Global Insurance Industry, Derry N. Finkeldey, 08 August 2017

- Featured in HfS 2017 Al-Powered OneOffice Premier League

- Positioned as a Major Contender and a Star Performer in Everest Group’s “IT Application Outsourcing in Insurance PEAK MatrixTM 2017

- Featured in Forrester Case Study: Airports Authority Of India Achieves Continuous Operations Despite Natural Calamity. The Comprehensive Planning, Recovery Automation, And Frequent Testing Of AAI And NIIT Technologies Delivers Results

- Positioned as a Leader in the NelsonHall 2018 Wealth & Asset Management BPS NEAT

ACKNOWLEDGEMENTS

The Board of Directors would like to take this opportunity to place on record its appreciation for the committed services and contributions made by employees of the Company during the year at all levels. In addition, the Directors wish to thank the Company’s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. We also thank Government of other countries where we have our operations.

The Directors also acknowledge and appreciate the support and confidence of the Company’s shareholders, and remain committed to enabling the Company achieve its growth objectives in the coming years.

For and on behalf of the Board of Directors

Rajendra S Pawar Chairman

Place: Noida DIN: 00042516

Date : May 04, 2018

Source : Dion Global Solutions Limited
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