Datamatics Global Services Ltd.
|BSE: 532528||Sector: IT|
|NSE: DATAMATICS||ISIN Code: INE365B01017|
|BSE 15:47 | 27 Mar 2018||Datamatics Global Services Ltd|
|NSE 05:30 | 01 Jan 1970||Datamatics Global Services Ltd|
|Mkt Cap.(Rs cr)||635|
|Mkt Cap.(Rs cr)||635|
Datamatics Global Services Ltd. (DATAMATICS) - Director Report
Company director report
On behalf of the Board of Directors I am happy to present the 27thDirectors Report of your Company with the Balance Sheet and Profit & LossAccount for the year ended March 312015.
Your Companys financial performance for the year ended March 31 2015 as comparedto the previous financial year ended March 312014 is summarized below:
OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE
Your Company is a global IT and ITeS organization focused on delivering proactive andsmart next-generation business solutions helping enterprises across the world addresstheir business challenges. Datamatics has become the 2nd fastest growing IT& BPO Company listed on the BSE Limited and National Stock Exchange of India Limited.
On a Consolidated basis your Company achieved a total revenue of Rs. 8347 million ascompared to Rs. 7411 million in the previous year at a growth rate of 12.62%. The profitafter tax for the current year was Rs. 485 million as against Rs. 581 million in theprevious year.
The total revenue on a standalone basis is Rs. 1965 million as compared to Rs. 2224million in the previous year. The profit after tax for the current year was Rs. 253million as against Rs. 415 million in the previous year. This was partly due to yourCompany hiving off its publishing BPO business into a subsidiary which was subsequentlymerged into PreMedia Global Private Limited Chennai to form Lumina Datamatics Limited.
Credit Rating Information Services of India Limited (CRISIL)
a subsidiary of S&P has reaffirmed "A1+" credit rating for 3rdyear in succession on the total bank loan facilities of the Company. This rating signifiesthat your Company has a strong degree of safety regarding timely payment of financialobligations. This rating reaffirms the financial stability and the low risk profile of theCompany.
During the year your Board of Directors had declared and paid an interim dividend ofRs. 0.35 per equity share (7%).
In addition to the interim dividend and based on the Companys performance yourDirectors are pleased to recommend for approval of members a final dividend of Rs. 0.65per equity share (13%) for Financial Year 2014-15. The total dividend for the FinancialYear 2014-15 amounts to Rs. 1 per equity share (20%) of face value of Rs. 5 each.
TRANSFER TO RESERVES
The Company has transferred Rs. 30 million to the General Reserve from the amountsavailable for appropriation. An amount of Rs. 1185 million is proposed to be retained inthe Profit and Loss Account.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year 2007-08 is due for transfer on October 28 2015 to theInvestor Education and Protection Fund established by the Central Government.
ACCEPTANCE OF FIXED DEPOSITS
The Company has not accepted any fixed deposits during the year.
The Company has the following Indian subsidiaries (including the step downsubsidiaries) as on March 31 2015:
1. Datamatics Software Services Limited
2. Cybercom Datamatics Information Solutions Limited
3. Lumina Datamatics Limited
4. CIGNEX Datamatics Technologies Limited
5. Datamatics Vista Info Systems Limited
The Company has the following overseas subsidiaries (including the step downsubsidiaries) as on March 31 2015:
1. Datamatics Global Services Inc. (US)
2. Datamatics Global Services GmbH (Germany)
3. Datamatics Global Technologies GmbH (Germany) *
4. Datamatics Global Solutions GmbH (Germany)
5. Datamatics Global Services GmbH d.o.o. in Bosnia (Switzerland)
6. Datamatics Technologies UK Limited (UK)
7. Datamatics Infotech Limited (UK)
8. Datamatics Global Services Pty Limited (Australia)
9. Datamatics Global Technologies Limited (Mauritius)
10. Datamatics Global Holding Corporation (BVI) @
11. Datamatics Global Technologies AG (Switzerland) #
12. Datamatics Global Services FZ-LLC (Dubai)
13. Lumina Datamatics Inc. (US)
14. Lumina Datamatics GmbH (Germany)
15. CIGNEX Datamatics Corporation (BVI)
16. CIGNEX Datamatics Inc. (US)
17. CIGNEX Datamatics Inc. (Michigan) $
18. CIGNEX Datamatics GmbH (Germany) $$
19. CIGNEX Datamatics Pte. Limited (Singapore)
* In the process of winding-up.
@ Dissolved and struck off from the Register of Companies BVI w.e.f. March 23 2015.
# In the process of liquidation.
$ Incorporated in the Michigan during the year.
$$ Incorporated in Germany during the year.
During the year the Board of Directors reviewed the performance and financial positionof the subsidiaries. Pursuant to the provisions of Section 136 of the Companies Act 2013the financial statements of the Company including consolidated financial statements alongwith the relevant documents and separate audited financial statements in respect ofsubsidiaries are available on the website of the Company. A statement containing salientfeatures of the financial statements of the Companys subsidiaries in "FormAOC-1" is annexed to the financial statements of the Company.
DATAMATICS DELIVERY CENTRES IN TIER II CITIES
Tier II cities are the most favored destination of highly cost- sensitive BPO serviceproviders. As a business strategy major BPO players have been moving to and expandingtheir operations in Tier II cities. Datamatics was early to realize this businessimperativeness and set up its first Tier II delivery centre at Nashik during July 2007followed by the Puducherry site in October 2011. These initiatives have helped the Companyleverage on the vast untapped talent pool at these locations as compared with Tier Icities while simultaneously keeping the attrition within manageable limits.
After its successful foray into the publishing business at Puducherry the site is nowhome for one more BPO service line viz. Document Management Solutions. From a valuecreation perspective the site is a cost-effective location. Our headcount at the Centreis more than 448 staff members.
After successfully executing all our BPO service lines the site is currently gearingup to tap the IT talent potential of Nashik. Datamatics is among the top 10 Employers atNashik. The Company has been set up to employ locals in IT & BPO sector. The 55000sq. ft. state-of-the-art-facility is the single largest facility which accommodates 1232employees. The guest house is located in close proximity to the office.
The Company owns approximately 12 acres of land situated on the Bombay-Agra Highway(NH-3) about 10 kms away from our existing office. The Company intends to build a campusin the future.
In addition to its primary role as the Delivery Centre of Excellence both these sitesare also functioning as Business Continuity Centre to support all other delivery units ofthe Company. The success of business operations at the above two Tier II sites enables theCompany to stay ahead of competition and provides impetus to the Companys focus onsuch strategic initiatives.
FUTURE GROWTH STRATEGY
The Company made significant progress in the last fiscal year in key accounts owing toefficient execution of projects. In the current fiscal year we plan to continue tomaintain focus on select verticals which include BFSI eRetail InternationalOrganizations Manufacturing Publishing and Transport. We will continue to offer IT &BPO offerings and also the new age disruptive technologies which include SMAC and BPMofferings to deliver next generation solutions to our global customers using Open Sourceplatforms as well as proprietary technologies.
To capitalize on the new growth opportunity that is being created by the disruptivedigital trend we are focusing on select few areas and have made disciplined investmentsin these growth areas which include:
Consulting & Advisory Practice
This year we have institutionalized our Consulting & Advisory practice. The focusof this practice is twofold. First to help clients establish their Technology BusinessProcess Management (BPM) and Digital Transformation Strategy which covers areas likeMobility Analytics Cloud and Enterprise Content Management. The second is to facilitateDatamatics in moving up the value chain and provide higher value added services andfunction as a strategic partner to the clients.
Our strategic focus during the last 18 months to invest in the upcoming technologicaladvancements have positioned us well to capture the new growth opportunities in theDigital Transformation space. Today Datamatics team is well placed to help its clients totransform into a truly digital data-driven enterprise and empower them to take advantageof the digital revolution to innovate differentiate and grow. Datamatics team can helpits clients to formulate their Digital Strategy; define their mobile strategy; createsolutions for their customers and their employees that provide access to applications fromanywhere on any device.
Underlying every business insight is data and this data is growing exponentially. Thisis forcing enterprises to integrate new technologies and find new ways to use data andinsights as a competitive advantage. Datamatics team has the expertise and experience towalk its clients through their Data-to- Intelligence journey; from Data Capture &Collation to Data Management Data Cleansing & Migration to Analytics and extractingIntelligence from Enterprise Data including analysing of unstructured data. And thiswould differentiate us from other IT service providers.
It would not be an exaggeration to claim that Quality is a way of life in our Company.Our Company believes in the very philosophy that quality encompasses and permeates everyaction and thought process. This year our strategic theme has been Delivery as perCommitment and Quality of Solutions. In this wake several initiatives have been rolledout to transform the way we look at our customer and execute our projects. Winningaccolades and awards for the quality of our deliverables has almost become a habit. Wehave been continuously winning best quality and service awards at events organized by ourvarious prestigious Fortune 500 customers. This year too we won several such awards.
Your Company is the first and the only I.T. Company to have won the "InternationalAsia Pacific Award" for Quality in Services sector. The Award was won againstcompetition from hundreds of companies from 38 countries spread across the worldincluding the US Japan Australia New Zealand Russia Canada China Israel SouthKorea Peru and Mexico. Your Company also won the prestigious "IMC IT Award forQuality" in January 2014. Further significant initiatives of your Company towardsquality are:
1) Lean Six Sigma Initiative
Leveraging the proven effective and recognized Lean Six Sigma continues to be one ofthe key strategies to bring in exponential improvements in efficiencies productivity andcustomer delight. This initiative continues to deliver significant benefits to the Companywith improvements in Productivity Efficiency Quality and Customer Satisfaction. Over 320Lean Six Sigma Projects and 1600 Kaizen Projects have been completed since the launch ofthis initiative in 2007. For the past consecutive four years our improvement projectshave been ranked within the top 5 projects out of around 80 projects from multipleindustries and organizations in QIMPRO Conventions.
In the last financial year an overall benefit that includes tangible and intangiblebenefits of Rs. 15 million with an ROI of more than 200% was achieved through theseperformance improvement methodologies.
The Company has about 18 Six Sigma Green Belt and 25 Six Sigma White Belt certifiedprofessionals along with 3 Six Sigma Black Belt and 1 Six Sigma Master Black Beltcertified professionals. The Company spent over 4500 person hours of training aroundcontinuous improvement in the last financial year.
Your Company keeping true to its commitment of designing and implementing its QualityManagement Systems as per the global standards and benchmarks has been assessed andcertified on standards such as ISO 9001:2008 SEI - CMMI Version 1.3 and ITIL. Newcenters that we added last year have also been assessed and certified for compliance tothese standards. This year we are also in the process of upgrading the SEI-CMMicertification to level 5.
As you are aware the thrust and demands on information security is increasinglybecoming stricter. In line with the demands as well as our own analysis of the informationsecurity landscape we continue to lay great emphasis on the Information SecurityManagement Systems (ISMS). Last year we not only retained the ISO 27001:2005certification for our ISMS but also brought all our centers under the purview of theinformation security management. We have further strengthened our ISMS by incorporatingthe guidelines of and getting assessed and certified for international standards such asSSAE 16 and HIPAA.
3) Customer Satisfaction Tracking
Last year we conducted a comprehensive branding survey among our customers as toassess their priorities and their perceptions about the Company against these priorities.We are happy to share with you that there is no jarring incongruence between the two.However as an organizational improvement initiative we have identified as sharedearlier delivery as per commitment and quality of solutions.
The Customer Satisfaction and Loyalty index measuring process continues to provideinvaluable insights into our customers expectations and our performance vis-a-visthese expectations. This is done once every six months and captures customersfeedback on a wide range of parameters that encompass each aspect of service excellence.We feel proud to share with you that overall our Customer Satisfaction Index has been 4.73on a scale of 1-6 (1 being the lowest and 6 being the highest) with a significant numberof customers rating us a perfect 6/6 on all the parameters. Over 25 key customers haverated perfect 6/6 on the organization improvement theme of Delivery as per commitment andquality of solutions. In addition to this formal mechanism we also have systems thatcapture customer feedback received through other formal and informal channels. The resultsof these also show an improving trend.
4) Metrics and Process Compliance Index
We use a Delivery Index to measure and compare the performance for each Line ofBusiness (LOB). It incorporates the three key indicators of performance of any project vizQuality Effort and Schedule adherence and a stop light (red-amber-green) dashboard isused to display the performance.
In addition regular process compliance checkups and speedy follow-ups on thecorrective and preventive actions have helped us significantly to keep non-compliances incheck and thereby reduce rework and defects at the source. Process Compliance Index (PCI)measures and compares the compliance levels for the different LOBs. The PCI are well abovethe defined targets.
The defined quality gates ensure that we are adhering to process requirements anddeliverables at each of the critical stages of the project. A regular review of this withSenior Management ensures that the processes are on track.
In order to create processes at par with global best practices we have also tied upwith a number of global forums such as ISBSG CSI and PMI to understand and benchmarkourselves against key metrics.
We have also introduced advanced statistical tools and analysis and simulationtechniques to improve our ability to predict the performance of the projects and therebytake proactive steps and measures to improve the performance.
PROCESS ENGINEERING (PE) CELL
The PE cell of our Company is given the mandate of process improvement and developmentof innovative IP solutions. These solutions are used for its BPO service offerings as wellas for providing the same to our clients to use it in their own offices.
The PE Cell had a good year since some of the solutions based in i-Q and i-Bridge(earlier Robokey) got a very favorable response from BFSI sector. The solutions devisedfor trade finance operations and tab based KYC compliance for Banks were adopted by aleading private sector Bank of India. With their reference many other banks are followingsuite.
PE Cell also developed an intelligent auto-classification solution for its largee-retail clients and this software called ClassyFire is getting a very good response forall our clients.
These solutions are enabling our clients to make their process paperless and carry outtheir transactions swiftly improve accuracy and lower these efforts. Some of our clientswon recognition and awards for these solutions including the Information Week Edge Awardby two of our clients.
We are creating an R&D team at our Nashik office to accelerate this productdevelopment further derive additional benefits and provide more business for the Company.
INTELLECTUAL PROPERTY RIGHTS
Your Company is leading towards innovation in tools products and platform resultingin more intellectual property rights being created. It has always invested in building acore intellectual property that is offered to our clients through our products andinnovative solutions. Our policy is to protect our competitive position among othermethods by filing Indian and international intellectual property applications to protectthe identity and recognition of our Company and to protect the technology and improvementsthat we consider important to the development of our business.
Your Company currently has 17 copyrights registered till date for its proprietaryprocesses and various logos. It has also registered 36 proprietary logos as Trade Mark andService Mark in India UK USA Australia China Norway Switzerland EU and its 28member countries.
During the fiscal year 2015 your Companys subsidiary "Lumina DatamaticsLimited" has filed two (2) trademark applications for logo "LuminaDatamatics" and tagline "Lumina Datamatics We Manage Knowledge" in theUnited States Patent and Trademark Office (USPTO) Indian Registrar of Trademarks Officeand European Union (EU) Community Trademark Office. The logo "Lumina Datamatics"and tagline "Lumina Datamatics We Manage Knowledge" has been successfullyregistered in the EU and its 28 member countries.
LEARNING & DEVELOPMENT (L&D)
L&D at Datamatics successfully conducted the following during FY 2014-15:
The Eagles@Datamatics Program Phase VII was flagged off in April 2014 with 36 Eagles& 23 Game Changers. This team was mentored by 6 senior members and a strong leadershipteam. The duration of the program was 7 months. The objective of Eagles VII team was toenhance footprints within existing clients with the help of Game Changers. This helped theorganization in creating passion and zest among all the team members. The team membersexplored and enhanced their creativity resourcefulness bonding accountabilityinfluencing skills and belief in themselves. This phase of the Eagles was regarded as themost successful program as it helped the organization generate the additional revenue ofRs. 23 crores and a healthy pipeline of app. Rs. 53 crores.
1) Blended Learning
Training via the WebEx Training tool: The L&D team has expanded their horizons fortraining execution to be done via WebEx for employees across the organization. With thehelp of the tool L&D is able to address the global learning audience with ease andalso large audiences effectively. This helps the L&D teams to execute training andparticipants to participate in training from any location. Its a win-win situationfor all the parties involved. The L&D team records the training for future usage andexecutes the prerecorded training via WebEx. Recorded WebEx training is made available toemployees as and when they feel the need to revisit any training in case they have missedthis during the live session. This has imbibed a continuous learning attitude amongst theemployees.
2) Learning Foreign Languages
L&D team supported to create a new language skill set on both Italian & Germanlanguage - Level 1. The employees were trained and all of them successfully completed theLevel 1 certification.
3) Project Management Preparatory Course (PMP) - 5th Edition
Being a Registered Education Provider for PMP a 5-day PMP training was scheduled inMumbai MIDC premises for those engaged in an activity that contributes to the managementof a project portfolio or program as part of the project management profession.
With all the above the L&D team has clocked 240337 man-hours in the year2014-2015 as compared with 210515 man-hours in the year 2013-2014 with an averagefeedback of 4 out of 5.
HUMAN RESOURCES MANAGEMENT (HRM) AND EMPLOYEE RELATIONS
The IT business is chiefly talent-based and a people driven business. Employeestherefore play an indispensable and significant role in the success of the Company andare the key assets of the Company. Hence we precisely term them as HumanCapital. Our Companys endeavour is to create a work environment that imbibes apositive attitude for excellent performance. The key areas of the Companys HRMstrategy include a comprehensive approach to managing people the workplace culture andenvironment.
Managing a strong employer and employee relationship leads to the ultimate success ofan organisation. A strong relationship at any work centre will lead to more qualitative& efficient productivity generate cohesion among the employees and create a smoothfunctional environment.
The HR department of the Company regularly conducts the following programs:
"Climate Survey" and "Open House" to ensure that employees viewsand opinions are taken on board as well as the Companys larger strategy isdiscussed and shared with them. Both these initiatives have HR Head CEO and leadershipteams of each LOB to bring a shared understanding of the larger organizational direction.
New Entrant Observation (NEO): It is a session conducted by HR for new entries afterthey complete 30 days to get their feedback.
Client site visit: To establish connect to address various issues and for continuousto & fro performance related information exchange with our employees based atdifferent client locations.
Saarathi: With a view to ensure smooth integration of new entries into the processessystems and work culture "Buddy System" which is known as "SAARATHI"has been introduced. Saarathis is the Point of contact friend and guide for the newjoinee during initial days within the organization. A Saarathi card is given to Saarathiduring Euphoria.
Euphoria-Monthly Departmental Meet: A monthly meeting is conducted by the HR offeringthe team an opportunity to interact with each other come together and celebrate.
Our Company has rich diversity in its employees with a common aim to excel. A cultureof cooperation and solidarity is infused by celebrating National holidays and festivitiessuch as Independence & Republic Day Diwali Dandiya & Christmas. Initiatives suchas JOSH where employees offer their innovative ideas help to unleash their creativitymaintain a balance between work & life and create a deep sense of bonding amongemployees.
REWARDS AND RECOGNITION
Rewards & Recognition programs arent just about making employees feel goodthough thats a crucial part of the process. These programs can help to boost upemployee morale & productivity and induces improvement in performance level.Therefore continuous scaling exercises are carried out to identify the outstandingperformer and rightly reward and recognize such individuals and teams.
Annual Awards: Datamatics believes in the need to recognize top performers and thankthem for their hard work and commitment shown throughout the year. This is done in a highprofile large scale ceremony held companywide wherein all the employees are invited. Thereare various categories of awards such as merit excellence to leadership awards cateringto each area of the business.
Instant Performance Recognition (EoM & Spot Award):
The objective is to encourage high performers by conferring the instant awards. The aimis to instantly recognize significant achievement excellence in performance and specialcontributions by individuals and teams. There are 3 kinds of spot awards:
a). Spot Individual;
b) Spot Team;
c) Employee of the month.
Rendezvous: Coffee with the Line of Business Heads (LoBH): Instant Award winner areinvited to have coffee with the LoBH. Personal notes are inscribed on the NOTEivate cardsby the LoBH are presented to all the awardees.
Praise for Performance: This program aims to recognize the hard working employees whohave received client appreciation. It aims to recognize the efforts of employees in frontof a larger audience to induce a sense of pride and contentment.
iAppreciate: These cards are awarded by the Reporting Manager to appreciate their teammembers at right time for good work and efforts.
Employee Relations & Engagement has become a top business priority in thisrapid-cycle economy. HR knows that having a high-performing workforce is essential forgrowth and survival. They recognize that a highly engaged workforce can increaseinnovation productivity and bottom-line performance. Additionally HR grossly performsto workout in selecting the outstanding performers for the work centres spread out widely.Thus the pillars of success of the Company are delineated clearly to obtain futuredirections towards progress & architect definite shape to remain as competitive playerin the global market.
AWARDS & ACHIEVEMENTS
During the year in recognition of its performance and initiatives the Companyreceived several awards some of which are:
Datamatics was awarded the Fastest Growing Indian Company Excellence Award- 2014 at the 6th International Achievers Summit & Awards ceremony onGlobal Corporate Achievements & Social Responsibilities held in Bangkok;
Datamatics was voted Indias most Respected Software Company in CorporateGovernance at the 5th Annual India Leadership Conclave & Indian AffairsBusiness Leadership Award;
Datamatics entered the Leader Category for the 2014 IAOP Global Outsourcing 100;
Datamatics was awarded for Excellence in Quality at IMC - IT Awards2014;
Datamatics won the Global Quality Challenge Award by UnitedHealthcare at their Semi-Annual UHC Operations Global Quality Challenge for the seventhtime in a row;
Won the Information Week Edge Award for providing cutting edge DMSsolution for MMRDA;
Won the Information Week Edge Award for process improvement projectfor a leading private Insurance company;
Datamatics won the Technology Partner for Global Transit Revenue Systemsaward at the 4th Annual Metro Rail India Summit;
Datamatics won the coveted Global Achievers Award for BusinessExcellence at the 75th International Achievers Conference;
Datamatics made it to the Technology Fast 500TM ranking by Deloitte - a listthat recognizes the fastest growing companies in Asia-Pacific;
Dr. Lalit Kanodia Chairman & Whole time Director received the prestigiousAsia Pacific Entrepreneurship Award under the Special Achievement category;
Mr. Rahul Kanodia Vice Chairman & CEO was felicitated with CEO ofthe Year award at the Asian Leadership Awards held in Dubai;
Mr. Rahul Kanodia Vice Chairman & CEO was presented with the ITLeadership Award at the National Awards For IT Excellence.
As on March 312015 the Paid-up Share Capital of the Company is Rs. 294746685/-divided into 58949337 equity shares of Rs. 5/- each fully paid up. During the yearthere has been no change in the Share Capital of the Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retirement by rotation
In accordance with the provisions of the Companies Act 2013 ("Act") and theArticles of Association of the Company Mrs. Asha L Kanodia and Mr. Rahul L. Kanodiaretires by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment.
Resignation of Independent Director
Mr. Dileep C. Choksi resigned from the position of directorship of the Company witheffect from April 2 2015 due to his other commitments and pre-occupation. The Boardplaced its sincere appreciation for his valuable contribution during his tenure as adirector of the Company.
Pursuant to the provisions of Section 161(1) of the Act and the Articles of Associationof the Company Mr. Vinay Aggarwal was appointed as an Additional Director designated asNonExecutive Independent Director with effect from May 27 2015 and he shall hold officeup to the date of ensuing Annual General Meeting. The Company has received requisitenotice in writing from a member proposing appointment of Mr. Vinay Aggarwal as a Directorof the Company. As per the provisions of the Act Independent Directors are required to beappointed for a term of five consecutive years but shall be eligible for re-appointmenton passing of a special resolution by the Company and shall not be liable to retire byrotation.
The Company has received declarations from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Clause 49 of the Listing Agreement entered with the Stock Exchanges.
Re-appointment of Dr. Lalit S. Kanodia Chairman & Whole Time Director
Dr. Lalit S. Kanodia was appointed as a Chairman & Whole Time Director of theCompany for a period of five years with effect from May 15 2010. On the recommendation ofthe Nomination & Remuneration Committee the Board of Directors at its meeting held onMay 27 2015 has re-appointed Dr. Lalit S. Kanodia as a Chairman & Whole TimeDirector of the Company for a further period of five years with effect from May 15 2015subject to the approval of the members.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement asamended from time to time the Board of Directors at their meeting held on August 12 2014formulated the Remuneration Policy of your Company on the basis of recommendations of theNomination and Remuneration Committee. The policy on Directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of Director and also remuneration for Key Managerial Personnel and otheremployees forms part of Corporate Governance Report of this Annual Report.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 of Companies Act 2013 read with Rule 5(1) Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed as "Annexure - A"to this Report.
A statement containing names of every employee employed throughout the financial yearand in receipt of remuneration of Rs. 60 Lakh or more or employed part of the year and inreceipt of Rs. 5 Lakh or more a month under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure - A"to this Report.
Details of employees remuneration as required under provisions of Section 197 of theCompanies Act 2013 and Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are available at the Registered Office of the Company duringworking hours before 21 days of the Annual General Meeting and shall be made available toany shareholder on request. The full annual report including the information requiredunder Rule 5 is being sent electronically to all those members who have registered theiremail addresses and such details are also available on your Companys website:
MEETINGS OF THE BOARD
Five meetings of the Board of Directors were held during the year. For further detailsof the meetings of the Board please refer to the Corporate Governance Report which formspart of this Annual Report.
BOARD AND COMMITTEE EVALUATION
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 ("Act") states that a formalannual evaluation needs to be made by the Board of its own performance and that of itscommittees and individual directors. Schedule IV of the Act states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The Board of Directors has carried out an annualevaluation of its own performance Board Committees and individual directors pursuant tothe Act and the corporate governance requirements as prescribed by SEBI under Clause 49 ofthe Listing Agreement.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the Board and committee meetings like meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirms that:
(i) in the preparation of the annual accounts for the year ended March 312015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
(ii) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year ended on that date;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
The Statutory Auditors M/s. Kanu Doshi Associates Chartered Accountants Mumbai holdoffice until the conclusion of the forthcoming Annual General Meeting and have confirmedtheir eligibility and willingness to accept the office of the Statutory Auditors ifreappointed. The Company has received a certificate from the above Auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013("Act")and the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 the Company with the approval of the Board appointed Mr. TusharShridharani Practicing Company Secretary to undertake the secretarial audit for thefinancial year ended March 31 2014. Mr. Tushar Shridharani has submitted the Reportconfirming compliance with the applicable provisions of the Act and other rules andregulations issued by SEBI/other regulatory authorities for corporate law. The SecretarialAudit Report for the financial year ended March 31 2015 is annexed as "Annexure -B" to this Report.
INFORMATION ON AUDITORS OBSERVATIONS
1) Statutory Auditors:
Observations of Auditors mentioned in the Independent Auditors Report under the headingEmphasis of Matter regarding non-provisioning for diminution in the value ofinvestments in the subsidiaries has been adequately explained in Notes to Accounts. Theseinvestments are for long term and of strategic nature. It is clarified that though the networth of these subsidiaries has declined the management is confident of turning aroundthese subsidiaries in the near future. Hence it is decided not to make any provision fordiminution in the value of investments made in the subsidiaries. The other observationsare self-explanatory and do not require further comments in this report.
2) Secretarial Auditor:
There were no qualifications reservations or adverse remarks made by the SecretarialAuditors in their report.
A Report on Corporate Governance together with a certificate from the StatutoryAuditors of the Company forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overview of the industry overview of the business outlook internalcontrols systems and their adequacy risk and concerns and discussion on financialperformance during the financial year.
COMPOSITION OF THE COMMITTEES OF THE BOARD
The Audit Committee consists of the following members: Mr. R. K. Saraswat Chairman;Mr. Sudhir Deshpande Member and Mr. Shahzaad Dalal Member.
Nomination & Remuneration Committee
The Nomination and Remuneration Committee consists of the following members: Mr. SudhirDeshpande Chairman; Mr. R. K. Saraswat Member and Dr. Lalit S. Kanodia Member
Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of the following members: Mr. R. K.Saraswat Chairman and Mr. Sudhir Deshpande Member.
Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee consists of the following members: Mr.Rahul L. Kanodia Chairman; Mr. R. K. Saraswat Member; Mr. Vidur V. Bhogilal Member andMr. Sameer L. Kanodia Member.
EMPLOYEE STOCK OPTION PLANS
Details of the shares issued under Employee Stock Option Plan (ESOP) as also thedisclosures in compliance with Section 62 of Companies Act 2013 and Rule 12 of Companies(Share Capital and Debentures) Rules 2014 and SEBI (Share Based Employee Benefits)Regulations 2014 and SEBI (Employees Stock Option Scheme and Employees Stock PurchaseScheme) Guidelines 1999 are annexed as "Annexure - C" to this Report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the standalone financial statements provided in this AnnualReport.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and the Listing Agreementyour Company has formulated a Policy on Related Party Transactions which is also availableon Companys website at http://www.datamatics.com/investors/ corporate-governance.The Policy intends to ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and related parties.
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. No Material Related Party Transactions were entered during the year by yourCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable. YourDirectors draw attention of the members to Notes to accounts of the financial statementwhich sets out related party disclosures.
INTERNAL FINANCIAL CONTROL SYSTEMS RELATED TO FINANCIAL STATEMENTS
The Companys internal control systems are commensurate with the nature of itsbusiness and the size and complexity of operations. The Audit Committee reviews adequacyand effectiveness of the Companys internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompanys risk management policies and systems. Your Company has adopted accountingpolicies which are in line with the Accounting Standards prescribed in the Companies(Accounting Standards) Rules 2006 that continue to apply under Section 133 and otherapplicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and relevant provisions of the Companies Act 1956 tothe extent applicable. These are in accordance with Generally Accepted AccountingPrinciples in India. Changes in policies if any are approved by the Audit Committee inconsultation with the Auditors.
The policies to ensure uniform accounting treatment are prescribed to the subsidiariesof your Company. The accounts of the subsidiary companies are audited and certified bytheir respective Auditors for consolidation.
Your Company operates in SAP an ERP system and has many of its accounting recordsstored in an electronic form and backed up periodically. The ERP system is configured toensure that all transactions are integrated seamlessly with the underlying books ofaccount. Your Company has automated processes to ensure accurate and timely updation ofdata in the underlying ERP system.
The Management periodically reviews the financial performance of your Company and takesnecessary action wherever necessary.
The Company is committed to adhere to the highest standards of loyalty honestyintegrity transparency and conduct of business operations in an ethical manner. Incompliance with Companies Act 2013 ("Act") rules framed thereunder and theListing Agreement entered with Stock Exchanges and principles of good corporategovernance the Audit Committee of the Company is committed to adopting procedures toreceive and address any concern or complaint regarding accounting or auditing mattersinternal accounting controls reporting of fraudulent financial information or any othercompany matters involving fraud employee misconduct illegality or health and safety andenvironmental issues which cannot be resolved through normal management channels.Accordingly the Board of Directors have formulated a Whistleblower Policy/Vigil Mechanismin compliance with the provisions of Section 177(10) of the Act and Clause 49 of theListing Agreement and is also available on the Companys website http://
Your Company has a well defined robust and effective Information Security and Riskmitigation system. The information security management system based on internationalstandard ISO 27001 addresses all concerns and apprehensions towards handling informationthat is sensitive and confidential effectively. The risk mitigation system ensures thatall potential risks associated with business processes and infrastructure are withincontrol. Business Continuity Plan (BCP) and Disaster Recovery (DR) plans are integralplans of the project plans and they are periodically audited as per predefined schedule toensure the readiness and effectiveness with minimal impact on the business as usual. BCPalso ensures that the organization is well prepared for risks related to hardwaresoftware infrastructure and people. The applicability and effectiveness BCP and DR arealso regularly reviewed during Management Information Security Forum (MISF) that takesplace once in every quarter.
Risk management is controlled by the Risk Management Policy. In line with therequirements of the Companies Act 2013 and the Listing Agreement the Board of Directorshas approved the Risk Management Policy to monitor the risks and their mitigating actions.There are some of the risks which may pose challenges are set out in the ManagementDiscussion and Analysis which forms part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company during the financial year 2014-15 areannexed as "Annexure - D" to this Report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed as "Annexure - E" to thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required in connection with conservation of energy technologyabsorption and foreign exchange earnings and outgo under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 theDirectors furnish herein below the required information:
A. CONSERVATION OF ENERGY:
i) Our Company being in IT & ITeS industry our operations are not energyintensive. Adequate measures have been taken to conserve energy.
ii) The Company has not taken any steps for utilising alternate sources of energy.
iii) There were no additional capital investment on energy consumption equipments andproposals if any being implemented for reduction of consumption of energy as the natureof your Companys operations entails a very low level of energy consumption.
B. TECHNOLOGY ABSORPTION:
i) Every effort is made by the Company to update the technological skills of itstechnical staff in order to ensure that they possess adequate skills to enable them toservice the Companys clients.
ii) Your Company has not imported any technology during the year under review.
iii) Your Company is predominantly a service provider and therefore has not set up aformal R&D unit. However it continues to develop software tools and products in itsexisting delivery setup.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign Exchange Earned in terms of : Rs. 1800 million Actual Inflows
Foreign Exchange Outgo in terms of : Rs. 198 million. Actual Outflows
The Directors thank the Companys customers shareholders suppliers vendorsbankers financial institutions Governments authorities and other stake holders. We placeon record our appreciation of the contribution made by our employees at all levels. Ourconsistent growth was made possible by their hard work solidarity cooperation andsupport.
To the Directors Report
A. Disclosure of Remuneration under Section 197 of Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
i. Ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the financial year 2014-15:
ii. The percentage increase in remuneration of Chief Executive Officer Chief FinancialOfficer and other Executive Directors and Company Secretary during the financial year2014-15:
*Appointed w.e.f. August 12 2014. Since this information is for part of the year thesame is not comparable.
iii. The percentage increase in the median remuneration of employees in the financialyear: Nil
iv. The Company has 2913 permanent employees on the rolls of Company as on March312015.
v. The explanation on the relationship between average increase in remuneration andCompany performance:
On an average employees received an annual increase of 9.5% in India. The individualincrements varied from 5% to 15% based on individual performance. Employees outside Indiareceived wage increase varying from 1% to 2%. The increase in remuneration is in line withthe market trends in the respective countries. In order to ensure that remunerationreflects Company performance the performance pay is also linked to organizationperformance apart from an individuals performance.
vi. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:
vii. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
viii. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:
* Price at the time of Initial Public Offer in 2004.
ix. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averagepercentile annual increase was around 9.5% where as increase in the managerialremuneration for the year was 7.87%.
x. Comparison of each remuneration of the key managerial personnel against theperformance of the Company:
xi. The key parameters for any variable component of remuneration availed by thedirectors:
The key parameters for the variable component of remuneration to the Directors aredecided by the Nomination and Remuneration Committee in accordance with the principleslaid down in the Nomination and Remuneration Policy.
a) Commission to Chairman & Vice Chairman: The Commission payable to Dr. Lalit S.Kanodia and Mr. Rahul L. Kanodia is 1% of the net profits of the Company as computed inaccordance with the provisions of Companies Act 2013.
b) Incentives to other Executive Directors: The Nomination and Remuneration Committeeevaluates the performance of other Executive Directors. The Committee approved the paymentof incentives to other executive directors based on their performance aligned with theCompanys overall performance.
c) Commission to Non-Executive Directors: The members have at the AGM of the Companyheld on September 23 2014 approved payment of commission upto to the limit of 0.25% ofnet profits of the Company as computed under the applicable provisions of the Act. Thesaid commission is decided each year by the Board of Directors and distributed amongst thenon-executive directors based on their attendance and contribution at the board andcertain committee meetings as well as the time spent on operational matters other than atmeetings.
xii. There are no employees who receive remuneration in excess of the highest paidDirector of the Company.
xiii. Affirmation that the remuneration is as per the remuneration policy of theCompany:
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.
B. Statement as per Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:
1. List of employees of the Company employed throughout the FY2014-15 and were paidremuneration not less than X 60 Lakh p.a.:
2. List of employees for the part of the year and were paid remuneration during theFY2014-15 at a rate which in aggregate was not less than X 5 Lakh p.m.:
* The remuneration includes salary commission incentives perquisites andreimbursements.
"ANNEXURE - B"
To the Directors Report
Secretarial Audit Report for the financial year ended March 31 2015
The Members - Datamatics Global Services Limited Knowledge Centre Plot No. 58
Street No. 17 MIDC Andheri (East)
Mumbai - 400 093.
I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by the Datamatics Global ServicesLimited ("the Company"). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing my opinion thereon.
Based on my verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on March 312015 ("AuditPeriod") complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter.
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the Audit Period according to the provisions of:
(i) The Companies Act 2013 ("the Act") and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 and the rules made thereunder;
(iii) The Depositories Act 1996 and the Regulations and Byelaws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992:
(a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations 2011;
(b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.
During the Audit Period; the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above to the extent applicable.
I have also examined compliance with the applicable clauses of the Listing Agreemententered into by the Company with The BSE Limited and National Stock Exchange of IndiaLimited.
During the Audit Period; the Secretarial Standards issued by The Institute of CompanySecretaries of India were not applicable to the Company; pending its notification andthere was no law that was specifically applicable to the Company.
I further report that:
The Board of Directors of the Company is duly constituted with the proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda andnotes on agenda were sent at least seven days in advance and a system exists for seekingand obtaining further information and clarifications on the agenda items before themeeting and for meaningful participation at the meeting.
During the Audit Period all decisions at Board Meetings and Committee Meetings werecarried out unanimously.
I further report that there are adequate systems and processes in the Companycommensurating with the size and operations of the Company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.
I further report that during the Audit Period the Company has no corporate event /action which otherwise would have a major bearing on its affairs in pursuance of theabove referred laws rules regulations guidelines standards etc. referred to above.
TO THE DIRECTORS REPORT
Disclosures with respect to Employees Stock Option Schemes of the Company for the yearended March 31 2015 are as follows:
Employee-wise details of options granted to senior managerial personnel: - KeyEmployee Stock Option Plan 2006
Following options were granted under the Key Employee Stock Option Plan 2006 in themeeting of the Nomination and Remuneration Committee held on August 14 2011.
(*) The above list does not contain the name of the ex-employees whose options havebeen exercised or lapsed on resignation.
Key Employee Stock Option Plan 2007
Following options were granted under the Key Employee Stock Option Plan 2007 in themeeting of the Nomination and Remuneration Committee held on August 14 2011.
(**) The above list does not contain the name of the ex-employees whose options havebeen exercised or lapsed on resignation.
Any other employee who received a grant in any one year of option amounting to5% or more options granted during the year - NIL.
Identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) of thecompany at the time of grant - NIL.
TO THE DIRECTORS REPORT
CORPORATE SOCIAL RESPONSIBILITY
[Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014]
1. A brief outline of the Companys CSR policy including overview of projects orprograms undertaken and a reference to the web-link to the CSR policy:
"Corporate Social Responsibility ("CSR") = Making a Difference"
Much before CSR became a buzzword among companies Datamatics was already practicing itto make a difference and create a positive impact on the communities cultures societiesenvironments in which it operates.
CSR is a part of corporate strategy at Datamatics to meet the Companys goals. Itis endorsed by the leadership linked to specific objectives and aligned with corecompetencies. The CSR@datamatics is a carefully outlined plan made in consultation withstakeholders of the Company. The Company drives its CSR initiatives through a corporatebody named ASHA. Led by Senior Management this initiative is promotedthroughout the Company. Acting responsibly towards the society is a part of the DatamaticsDNA. Datamatics has always been a strong proponent of being a socially responsibleCompany. The CSR policy aims at bringing about a transformation in the quality of life ofpeople through social upliftment programs. The CSR vision of the Company is"Employability & Environment". Towards its commitment to bring about achange in the critical areas the Company has identified key focus areas viz.Employability & Environment.
In accordance with the provisions of Section 135 of the Companies Act 2013 your Boardof Directors of the Company have constituted a CSR Committee. The Composition and terms ofreference of the CSR Committee is provided in the Corporate Governance Report. TheCorporate Social Responsibility Policy of the Company as approved by the Board of theDirectors is available on the Companys website at http://www.datamatics.com/company/corporate-social-responsibility.
A brief overview of the projects undertaken by the Company
Employability Program: As per the CSR initiatives Learning & Developmentdepartment has initiated couple of programs exclusively for the Students keeping theiremployability & professional growth in mind. Your Company has trained thousands ofyoungsters for the employability program inclusive of Touch Typing Skill set. Such modelwas developed to groom fresher and develop them for the future employability and growth.
GrowTrees.com: GrowTrees.com is an official campaign partner of the United NationsEnvironment Programmes- Billion Tree Campaign and is also the official partner of WWFCities for forest Campaign. The website offers individuals and companies worldwide thefacility of growing a tree or trees to honour or remember someone or offset carbonemission for which an electronic certificate is issued by the Company. In order tosupport this noble cause Datamatics plants trees on employees birthdays throughGrowtrees. com in Kumbhalgarh Santuary Udaipur. An E-certificate is given to employees ontheir birthday.
Till date we have planted 5863 trees.
5568 planted for employees and
152 planted for clients.
Swachh Bharat Abhiyan at Datamatics: Our Honorable Prime Minister Shri Narendra Modihas initiated a national campaign namely "Swachh Bharat Abhiyan" which intendsto achieve clean green and healthy India by cleaning the streets roads andinfrastructure of the country. To support the above objective our Asha - CSR have takenthe initiative to clean our SEEPZ SDF VI unit ground floor on Saturday November 29 2014at 8:00 a.m. and it has been a grand success.
2. The Composition of the CSR Committee:
The composition of the CSR Committee as on March 31 2015 is as follows:
3. Average net profit of the Company for last three financial years: Rs. 334140710/-
4. Prescribed CSR Expenditure (2% of this amount as mentioned in Sr. No. 3 above): Rs.6682814/-.
5. Details of CSR spent during the financial year:
(a) Total amount spent for the financial year: Rs. 1786050/-
(b) Amount unspent: Rs. 4896764/-
(c) Manner in which the amount spent during the financial year is detailed below:
(Amt in Rs.)
*Details of implementing agency: Growtrees.com
6. In case the Company has failed to spend the two per cent of the average net profitof the last three financial years or any part thereof the Company shall provide thereasons for not spending the amount in its Board report:
The global economic competition has induced the need for corporates to become costconscious. The net profit of the Company dropped by 39% in the current year. During thefinancial year the margins of the Company have reduced on account of increase in variouscosts such as employee cost sales and marketing cost financing cost of ExternalCommercial Borrowings and also change in depreciation rates under the Companies Act 2013.
Further the Company operates in IT & ITeS Sector which is very sensitive totechnological changes which keep occurring at a very rapid pace vis-a-vis other businesssectors. Therefore in order to continue having foothold in the competitive market theCompany is required to conserve its resources to the best possible extent.
Also the Board of Directors of the Company have thought it prudent to conserve theresources of the Company so that they can be deployed for various future growthinitiatives and expansion plans by targeting new customer segments and markets acrossdifferent regions. Considering the above business exigencies the Board decided to spendRs. 1786050/- on CSR activities in the financial year 2014-15.
7. CSR Committee Responsibility Statement:
The CSR Committee confirms that the implementation and monitoring of the CSR activitiesof the Company are in compliance with the CSR objectives and CSR Policy of the Company.
"ANNEXURE - E"
TO THE DIRECTORS REPORT
FORM NO. MGT - 9
EXTRACT OF ANNUAL RETURN AS ON MARCH 31 2015
[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:
* As per National Industrial Classification - Ministry of Statistics and ProgrammeImplementation.
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Nos. 13 to 25 are step down subsidiaries of the Company.
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding
ii) Shareholding of Promoters
iii) Change in Promoters' Shareholding
iv) Shareholding Pattern of Top 10 Shareholders (Otherthan Directors Promoters andHolders of GDRs and ADRs)
# Ceased to be in the list of Top 10 shareholders as on March 31 2015. The same isreflected above since the shareholderwas one ofthe Top 10 shareholder as on April 012014.
$ Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reflectedabove since the shareholder was one of the Top 10 shareholders as on 31.03.2015.
v) Shareholding of Directors and Key Managerial Personnel
V. INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FORPAYMENT
(Rs. in Million)
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole time Directors and/or Manager:
(Amt. In Rs.)
B. Remuneration to other directors:
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES