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SENSEX NIFTY India | Notes to Account > Computers - Software > Notes to Account from NIIT Technologies - BSE: 532541, NSE: NIITTECH

NIIT Technologies

BSE: 532541|NSE: NIITTECH|ISIN: INE591G01017|SECTOR: Computers - Software
Dec 05, 16:00
18.85 (1.28%)
VOLUME 11,767
Dec 05, 15:59
17.75 (1.21%)
VOLUME 367,759
Mar 17
Notes to Accounts Year End : Mar '18

1. Critical estimates and judgments:

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgments is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Areas involving critical estimates and judgments are:

- Estimated goodwill impairment - Note 4

- Estimated useful life of intangible asset - Note 4

- Estimation of defined benefit obligation - Note 14

- Estimation of provision for customer contracts - Note 14

- Impairment of trade receivables - Note 5 (iv)

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the group and that are believed to be reasonable under the circumstances.

# 0 represents amount is below the rounding off norm adopted by the Company (i) Impairment tests for Goodwill

a) Significant estimates: Key assumptions used for value-in-use calculations

The Company tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of a cash generating unit (CGU) is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on financial budgets approved by management covering a five-year period.

Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with forecasts included in industry reports specific to the industry in which each CGU operates.

Management has determined the values assigned to each of the above key assumptions as follows:

Assumption Approach used to determining values

Revenue Average annual growth rate over the five-year forecast period;

based on past performance and management’s expectations of market development.

Budgeted operating margin Based on past performance and management’s expectations for

the future.

Pre-tax discount rates Reflect specific risks relating to the relevant segments and the countries in which they operate.

b) Significant estimate: impairment charge

The Company has performed impairment testing for the above CGU and no impairment charge has been identified.

c) Significant estimate: Impact of possible changes in key assumptions

Goodwill is monitored by the management at the level of identified CGU to which the goodwill pertains to.

Provision Tree

If the budgeted gross margin used in the value-in-use calculation for the Provision Tree CGU had been 1% lower than management’s estimates at 31 March 2018, the Company would still have a higher recoverable amount and no additional impairment against the carrying amount of goodwill will be charged.

If the pre-tax discount rate applied to the cash flow projections of this CGU had been 1% higher than management’s estimates (18% instead of 17%), the recoverable amount of the Company would still be higher than the carrying amount and no impairment against the carrying amount of goodwill would have to be recorded.

The Company has considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause the carrying amount of any CGU to exceed its recoverable amount.

Terms and rights attached to equity shares

Equity Shares: The Company has one class of equity shares having a par value of Rs.10 per share. Every holder of equity shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in Note 32.

* Subsidiary has declared the dividend on which Dividend distribution tax was paid by the subsidiary which has been adjusted with dividend tax liability to be payable on dividend distributed by the company pursuant to the provisions of Income Tax Act, 1961.

# Certain adjustments pertaining to past business combination, which were recorded as common control.

General reserve

The General Reserve is as per the requirements of Companies Act, 2013 in respect of companies incorporated in India. General reserve, if any, of overseas subsidiaries are included as part of the retained earnings.

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act 2013.

Share options outstanding account

The share options outstanding account is used to recognize the grant date fair value of options issued to employees under NIIT Technologies Stock Option Plan 2005.

Nature and purpose of other reserves

Cash flow hedging reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., Revenue, as described within Note 26. For hedging foreign currency risk, the Company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item i.e., revenue effects profit and loss.

(a) Term loans from Financial Institution are secured by way of hypothecation of the vehicles financed. The loan amounts along with interest are repayable over the period of 3 to 5 years (equal monthly installments) from the date of sanction of loan. The interest rate on above loans are within the range of 9.75% to 10.35%.

(b) The carrying amount of assets pledged as security for current and non-current borrowings are disclosed in note 3.

* In accordance with Guidance note on Division II Ind AS Schedule III to the Companies Act 2013, issued in July 2017,

Deferred Payment Liabilities which were earlier grouped under Non Current Trade Payables, are now reclassified as Non Current Borrowings.

(a) There are no amounts due for payment to the Investor Education and Protection Fund under Section 125(2)(c) of the Companies Act, 2013 (earlier section 205C of the Companies Act, 1956) as at the year end.

Risk Exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are market volatility, changes in inflation, changes in interest rates, rising longevity, changing economic environment, regulatory changes etc. The Company ensures that the investment positions are managed within an asset-liability matching framework that has been developed to achieve investments which are in line with the obligations under the employee benefit plans. Within this framework, the Company’s asset-liability matching objective is to match assets to the obligations by investing in securities to match the benefit payments as they fall due.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that failure of any single investment should not have a material impact on the overall level of assets.

(e) Defined benefit liability and employer contributions

The Company monitors the funding levels on an annual basis and the current agreed contribution rate is 12% of the basic salaries in India.

The expected maturity analysis of defined benefit obligations:

(iv) Defined benefit plans

Employees Provident Fund contributions are made to a Trust administered by the Company. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of the year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in the year in which they arise. The contributions made to the trust are recognized as plan assets. The defined benefit obligation recognized in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of plan assets.

The Company contributed Rs. 89 Mn (31 March 2017 Rs.85 Mn) during the year to the Trust, which has been charged to Statement of Profit and Loss.

23 Details of exceptional Items charged to the Statement of Profit and Loss

During December, 2016, the Group signed a settlement agreement with a government customer in respect of a contract that was put on hold by the customer during the quarter ended June 30, 2016 to resolve certain project related issues. The provisions/write offs amounting to Rs. 362 mn in respect of all amounts outstanding relating to this project were reported as Exceptional Items” during the quarter ended June 30,2016. Consequent to the partial receipt of the settlement amount before the year end, Rs. 221 mn (net of the partial settlement amount received) continue to be reported as Exceptional Items”. Revenue amounting to Rs. 270 mn for services contracted, has been recognized as a result of settlement, in the Statement of Profit and Loss during the year ended March 31, 2017.

24 Income tax expense

This note provides an analysis of the Company’s income tax expense, show amounts that are recognized directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Company’s tax positions.

Income tax expense 499 319

# 0 represents amount is below the rounding off norm adopted by the Company

The Company determines taxes on income in accordance with the applicable provisions of Income Tax Act, 1961 (Act”). The Company also claims deductions under sections 10AA and 80 IAB in respect of its Unit and Developer Operations, respectively, in Special Economic Zone (SEZ). The payments under Minimum Alternate Tax (MAT) can be carried forward and can be set off against future tax liability. Accordingly, a sum of Rs. 691 Mn (Previous Year Rs.622 Mn) has been shown under Deferred tax assets”. Further, during the year, the Company has created MAT credit of Rs. 69 Mn (Previous Year Rs. 102 Mn).

In addition to Indian operations, the Company has accounted for the tax liability/reliefs in respect of its branches having operations in the United States of America (USA) ,Ireland , Belgium and Switzerland in accordance with the tax legislations applicable in the respective jurisdiction.

The carrying amounts of trade receivables, capital creditors, unbilled revenue, Security deposits, unpaid dividend account, Long term deposits with bank, cash and cash equivalents, Borrowings, obligation under finance lease, Trade and other payables, unclaimed dividend are considered to be the same as their fair values, due to their short term nature.

Investments in equity instruments (Unquoted) are carried at cost.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The fair values for security deposits were calculated based on cash flows discounted using a current lending rate.

(i) Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:

(a) recognized and measured at fair value, and

(b) measured at amortized cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.

An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value.

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on Company-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level

3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

2. Financial risk management

The Company’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations and to provide guarantees to support its operations. The Company’s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations. The Company also hold investments measured at fair value through profit or loss (FVTPL) and enters into derivative transactions.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The financial risk committee provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarized below:

(i) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments measured at FVTPL and derivative financial instruments.

- Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

There are no significant borrowings on the financial statements. Hence, there is no significant concentration of interest rate risk.

- Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates.

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency) and the Company’s net investments in foreign subsidiaries. The Company manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted sales.

When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable or payable that is denominated in the foreign currency.

At 31 March 2018, the Company hedged 75% (31 March 2017: 75%), of its expected foreign currency sales. Those hedged sales were highly probable at the reporting date. This foreign currency risk is hedged by using foreign currency forward contracts.

*Holding all other variables constant

# 0 represents amount is below the rounding off norm adopted by the Company *The resultant impact on the cash flow hedge reserve for the year ended March 31, 2018 and March 31, 2017; on account of changes in the fair value has been reconciled in Note No. 12

Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.

If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge relationship rebalancing.

(ii) Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.

Trade Receivables

The customers of the company are primarily corporations based in the United States of America and Europe and accordingly, trade receivables are concentrated in the respective countries. The Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivables. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate.

The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2018:

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Company’s Finance Committee. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

(III) Liquidity Risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 13), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company . However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

(IV) Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities as of March 31, 2018: Balances due within and after 12 months equal their carrying balances as the impact of discounting is not significant.

3.Capital Management a) Risk management

For the Company’s capital management, capital includes issued equity share capital, share premium and all other equity reserves attributable to the shareholders. The primary objectives of the Company’s capital management are to maximize the shareholder value and safeguard their ability to continue as a going concern. The Company has no outstanding borrowings except term loans and working capital limits from banks. The term loans are secured against hypothecation of the vehicles (refer note 13), and working capital limit is secured by a first charge on the book debts of the Company and by a second charge on movable assets of the Company. The Company has complied with the financial covenants attached with above stated borrowings throughout the reporting period. The funding requirements are generally met through operating cash flows generated. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2018 and 31 March 2017.

4. B Related party transactions

a. Name of related parties and description of relationship

Nature of relationship Name of the Company

Subsidiary Companies Interest in subsidiaries are set out in Note-29 A above

Parties of whom the Company is an NIIT Limited , India (Through its subsidiary Evolve Services Limited , India) associate and their subsidiaries: NIIT USA Inc., USA

NIIT Institute of Finance Banking and Insurance Training Limited

Key Managerial Personnel Rajendra S Pawar, Chairman

Vijay K Thadani, Non-Executive Director Arvind Thakur, Vice Chairman and Managing Director Sudhir Singh, Chief Executive Officer Amit Kumar Garg, Chief Financial Officer Lalit Kumar Sharma, Company Secretary and Legal Counsel Parties in which the Key Managerial Naya Bazaar Novelties Private Limited Personnel of the Company are interested: NIIT Institute of Information Technology

NIIT University

NIIT Foundation

Indian School of Business

b. List of other related parties

Particulars Country Nature of relationship

NIIT Technologies Limited Employees Provident Fund Trust India Post-employment benefit plan

NIIT Technologies Limited Employees Group Gratuity Scheme India Post-employment benefit plan

NIIT Technologies Superannuation Scheme India Post-employment benefit plan

Refer to Note 14 for information and transactions with post-employment benefit plans mentioned above.

*As gratuity and compensated absences are computed for all the employees in aggregate, the amounts relating to the key managerial personal can not be individually identified.

** It is not paid to key management personnel.

#0 represents amount is below the rounding off norm adopted by the Company.

There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognized in respect of impaired receivables due from related parties. f. Terms and Conditions

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. For the year ended 31 March 2018, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2017: INR Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

The recovery of bank guarantee charges from subsidiaries are made on terms equivalent to those that prevail in arm’s length transactions.

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

ii) The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Company’s management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company’s results of operations or financial condition. Further, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

iii) The Company does not expect any reimbursements in respect of the above contingent liabilities.

iv) Income tax

Claims against the Company not acknowledged as debts as on March 31,2018 include demand from the Indian Income tax authorities for payment of tax of Rs. 326 Mn (31 March 2017 - Rs. 334 Mn), upon completion of their tax assessment for the financial years starting from financial year 2005-06 to financial year 2012-13.

Demand for financial year starting from financial year 2005-06 to financial year 2010-11 includes disallowance of apportion of the deduction claimed by the Company under Section 10B of the Income Tax Act, 1961 as determined by the ratio of export turnover to total turnover. The disallowance arose mainly due the fact that tax authority considered all units as one for computation of tax deduction/exemption instead of calculating each unit’s eligibility separately. Demand for financial year starting from financial year 2006-07 to financial year 2012-13 also includes disallowance on account of brought forward unabsorbed depreciation on demerger, Section 14A read with Rule 8D and towards transfer pricing. The matters for financial year starting from financial year 2005-06 to financial year 2010-11 & financial year 2012-13 are pending before Hon’ble Income Tax Appellate Tribunal (ITAT), Delhi. The matters for financial year 2011-12 was duly accepted by the Commissioner of Income Tax (Appeals) Delhi. The company is contesting the demand and the management including its tax advisors believes that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

(b) Contingent assets

The Company does not have any contingent assets as at 31 March 2018 and 31 March 2017.

* Amount of estimated value of contracts in capital account remaining to be executed are net of capital advance of Rs. Nil (31 March 2017: Rs. 3 Mn)

(b) Non cancellable operating leases:

The Company leases various offices and equipments under non cancellable operating lease expiring within five years. The leases have varying terms, escalation clause and renewal rights. On renewal the terms of the leases are renegotiated.

Aggregate rental expense during the period under operating leases amount to Rs. 126 Mn (March 31, 2017 Rs. 139 Mn)

5.Share-based stock payments

(a) Employee option plan

The establishment of the NIIT Technologies Stock Option Plan 2005 (ESOP 2005) was approved by the shareholders at the annual general meeting held on May 18, 2005. The ESOP 2005 is designed to offer and grant, for the benefit of employees of the Company and its subsidiaries, who are eligible under Securities Exchange Board of India (SEBI) Guidelines (excluding promoters), options of the Company in aggregate up to 3,850,000 options under ESOP 2005, in one or more Tranches. Under the plan, participants are granted options which vest upon completion of such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. As per the plan each option is exercisable for one equity share of face value of Rs 10 each fully paid up on payment to the Company for such shares at a price to be determined in accordance with ESOP 2005. SEBI has issued the SEBI (Share Based Employee Benefits) Regulations, 2014.

* The weighted average share price at the date of exercise of options exercised during the year ended 31 March 2018 was INR 638 Mn (31 March 2017 - INR 449 Mn)

No options expired during the periods covered in the above tables.

Stock Options

Options granted to employees under the ESOP 2005 are considered to be potential equity shares. They have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in note 32.

6. Segment Information

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent’s separate financial statements, segment information is required only in the consolidated financial statements, accordingly no segment information is disclosed in these standalone financial statements of the Company.

7. Events Occurring after the reporting period

Refer to Note 27(b) for the final dividend recommended by the director which is subject to the approval of the shareholders in the ensuing annual general meeting.

8. Acquisition of second tranche in Incessant

As per the terms of share purchase agreement dated May 05,2015 signed between the Company and Shareholders of Incessant, the Company acquired 19% shareholding of Incessant in May 2017 for cash consideration of Rs 1,036 Mn. Pending acquisition of 30% shareholding, the group has attributed the profit and each component of OCI (if any) to Non Controlling Interest, which is included in future acquisition liability.

As at March 31,2018 the Company holds 70% shareholding in Incessant Technologies Private Limited (Incessant). The Company has entered into an amendment agreement dated March 23,2018 with the shareholders of Incessant, whereby instead of acquiring balance 30% shareholding next year it will acquire the same in two tranches of 20% and 10% over next two years.

9. Scheme of amalgamation

The Board of Directors of the Company has, in its meeting held on March 24, 2017, approved the amalgamation of PIPL Business Advisors and Investment Private Limited (“PBIPL”) and GSPL Advisory Services and Investment Private Limited (“GAIPL”) with NIIT Technologies Limited (“the Company or NTL”) by way of and in accordance with a scheme of amalgamation as per the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the “Scheme”). PBIPL and GAIPL holds 3.55% each of share capital of NIIT Technologies Limited and form part of promoter/ promoter group of NIIT Technologies Limited. From the effective date, pursuant to the Scheme, the entire shareholding of PBIPL and GAIPL in the Company shall stand cancelled and the equivalent shares of the Company shall be re-issued to the shareholders of PBIPL and GAIPL as on the record date to be fixed for the purpose.

Pursuant to the proposed amalgamation of PBIPL and GAIPL with the Company, there will be no change in the promoter’s shareholding in the Company. All cost and charges arising out of this proposed scheme of amalgamation shall be borne by the promoter. The aforesaid Scheme is subject to various regulatory and other approvals and sanction by National Company Law Tribunal, New Delhi Bench.

10. Previous year figures have been reclassified to conform to current year’s classification.

Source : Dion Global Solutions Limited
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