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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
OPEN 105.10
PREVIOUS CLOSE 103.30
VOLUME 23319
52-Week high 152.80
52-Week low 93.00
P/E 13.34
Mkt Cap.(Rs cr) 635
Buy Price 0.00
Buy Qty 0.00
Sell Price 107.75
Sell Qty 314.00
OPEN 105.10
CLOSE 103.30
VOLUME 23319
52-Week high 152.80
52-Week low 93.00
P/E 13.34
Mkt Cap.(Rs cr) 635
Buy Price 0.00
Buy Qty 0.00
Sell Price 107.75
Sell Qty 314.00

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.

FINANCIAL PERFORMANCE

Your Company’s financial performance for the year ended March 31 2015 as comparedto the previous financial year ended March 312014 is summarized below:

Particulars

(Rs. in Million)

(Rs. in Million)

Consolidated

Standalone

2014-15 2013-2014 2014-15 2013-2014
Income 8347 7411 1965 2224
Profit Before Interest Depreciation & Tax 918 976 426 566
Interest 68 40 51 16
Profit Before Depreciation and Tax 850 936 375 550
Depreciation 210 161 84 65
Profit Before Tax 640 775 291 485
Provision for Taxation 155 194 38 70
Profit After Tax 485 581 253 415
Balance Brought Forward from Previous Year 901 586 1242 948
Profit Available for Appropriation 1332 1073 1495 1362
Depreciation pursuant to the Transitional Provisions as per Companies Act 2013 25 - 18 -
Dividend 77 116 59 74
Tax on Dividend 15 20 8 5
Transfer to General Reserve 30 47 25 41
Balance Carried Forward 1185 890 1385 1242

OVERVIEW OF COMPANY’S 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.

CRISIL RATINGS

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.

DIVIDEND

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 Company’s 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.

SUBSIDIARY COMPANIES

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 Company’s 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.

Puducherry

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.

Nashik

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 Company’s 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.

Digital Transformation

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.

Data-to-Intelligence

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.

QUALITY

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.

2) Certifications

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 customer’s expectations and our performance vis-a-visthese expectations. This is done once every six months and captures customer’sfeedback 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 Company’s 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. It’s 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 Company’s endeavour is to create a work environment that imbibes apositive attitude for excellent performance. The key areas of the Company’s 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 Company’s 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 aren’t just about making employees feel goodthough that’s 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 on‘Global Corporate Achievements & Social Responsibilities’ held in Bangkok;

• Datamatics was voted India’s 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 prestigious‘Asia 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.

SHARE CAPITAL

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.

Independent Director

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 DIRECTOR’S 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 Director’s 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 Company’s website: www.datamatics.com/investors/AnnualReports.

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.

AUDITORS

Statutory Auditors

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.

Secretarial Auditor

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 heading‘Emphasis 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.

CORPORATE GOVERNANCE

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

Audit Committee

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 Company’s 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 arm’slength 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 Company’s 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 Company’s internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany’s 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.

WHISTLEBLOWER/VIGIL MECHANISM

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 Company’s website http://www.datamatics. com/investors/corporate-governance. ThisPolicy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them. The Company has also provided direct access tothe Chairman of the Audit Committee on reporting issues concerning the interests ofemployees and the Company.

RISK MANAGEMENT

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 Company’s 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 Company’s 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

ACKNOWLEDGEMENTS

The Directors thank the Company’s 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.

For and on behalf of the Board
Dr. Lalit S. Kanodia
Place : Mumbai Chairman
Date : May 27 2015 (DIN: 00008050)

"ANNEXURE- A"

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:

Executive directors Ratio to median remuneration
Dr. Lalit S. Kanodia 90.9
Mr. Rahul L. Kanodia 113.1
Mr. Vidur V. Bhogilal 51.5
Mr. Sameer L. Kanodia 67.0

 

Non-executive directors Ratio to median remuneration
Mr. R. K. Saraswat 2.6
Mr. Sudhir Deshpande 2.6
Mr. Shahzaad Dalal 1.6
Mr. Dilip Dandekar 1.8
Mr. Dileep Choksi 1.0
Mrs. Asha Kanodia 1.8

ii. The percentage increase in remuneration of Chief Executive Officer Chief FinancialOfficer and other Executive Directors and Company Secretary during the financial year2014-15:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration
Dr. Lalit S. Kanodia 21.4
Mr. Rahul L. Kanodia 15.1
Mr. Vidur V. Bhogilal (32.6)
Mr. Sameer L. Kanodia 27.5
Ms. Divya Kumat 25.5
Mr. R. K. Saraswat (3.1)
Mr. Sudhir Deshpande (3.1)
Mr. Shahzaad Dalal (7.5)
Mr. Dilip Dandekar * -
Mr. Dileep Choksi (54.0)
Mrs. Asha Kanodia * -

*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 individual’s performance.

vi. Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY15 (' crores) 4.43
Revenue (' crores) 188.57
Remuneration of KMPs (as % of revenue) 2%
Profit before Tax (PBT) (' crores) 29.09
Remuneration of KMP (as % of PBT) 15%

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:

Particulars March 31 2015 March 31 2014 % Change
Market Capitalization (' crores) 396.43 290.62 36%
Price Earning Ratio 15.64 7.02 123%

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:

Particulars March 31 2015 April 12 2004* % Change
Market Price (BSE) 67.25 110 (39%)
Market Price (NSE) 66.5 110 (40%)

* 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:

Particulars Dr. Lalit S. Kanodia Mr. Rahul L. Kanodia Mr. Vidur V. Bhogilal Mr. Sameer L. Kanodia Ms. Divya Kumat
Remuneration in FY15 ('crores) 1.08 1.35 0.61 0.80 0.59
Revenue ('crores) 188.57
Remuneration as % of revenue 0.57% 0.71% 0.32% 0.42% 0.31%
Profit before Tax (PBT) ('crores) 29.09
Remuneration (as % of PBT) 3.72% 4.62% 2.11% 2.74% 2.03%

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 theCompany’s 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.:

Sr. No. Name of Employee Designation of employee Age (as on 31.03.2015) Remuneration p.a. (Amount in Rs.) Qualification Nature of employment [Whether Contractual or otherwise) Exp (no. of years) Date of commencement of employment Last Employment
1 Mr. Rahul L. Kanodia* Vice Chairman & CEO 49 7627284 M.B.A.B.S.B.COM Permanent 22 January 1 1994 Promoter Group
2 Mr. Khushroo Pithawalla President - IT Operations 57 7336068 B.E. (ELEC)LEE Permanent 35 June 11983 Digitron Computers Pvt. Ltd.
3 Mr. Nakul Passi Sr. VP. - Business Development 41 7403220 MBA B.COM Permanent 21 August 16 2010 Saksoft Ltd.
4 Mr. Dilip Kumar Sahu Sr. VP. - Business Development 47 6929088 MBA B.E. Permanent 23 October 5 2010 Wipro Ltd.
5 Ms. Divya Kumat Sr. VP. - Legal & Company Secretary 48 6000000 L.L.M.CS (INDIA & UK) B.COM Permanent 22 April 12 2004 Computer Sciences Corporation
6 Mr. Sandeep Arora Sr.VP.& Head - Consulting Advisory Practice /Research & Analytics 42 7560000 PGDPC OAC B.SC. (PHYSICS) Permanent 20 November 16 2007 Ac Nielsen
7 Mr. Sachin Rane Sr. VP. & Head - Software Solutions 47 6800640 B.E(COMP) Permanent 26 May 4 2011 Wipro Technologies
8 Mr. Sanjeev Subhedar Sr. VP. & Head - Engineering Solutions 55 9804624 B.E (ELECTRONICS ENGG) Permanent 28 February 23 2012 Siemens Informations Systems Ltd.
9 Mr. Ramaswamy Subramanian Sr. VP. & Head - Bpo Services 52 12714240 C.A B.SC Permanent 28 October 25 2013 Ibm India Pvt Ltd

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.:

Sr. No. Name of Employee Designation of employee Age (as on 31.03.2015) Remuneration p.a. (Amount in Rs.) Qualification Nature of employment [Whether Contractual or otherwise) Exp (no. of years) Date of commencement of employment Last Employment
1 Dr. Chandra Mauli Dwivedi President - HR & CSR 55 5366600 PHD(INDUSTRIAL PSYCHOLOGY) PG DIPLOMA M.A. B.A. Permanent 33 April 14 2009 Financial Technologies
2 Mr. Alok Kumar Jha Senior Vice President & Head - HR & CSR 46 2100000 MBA (HR) B.A Permanent 24 December 12014 Acc Limited
3 Mr. Shashi Bhargava Sr.VP -Solutions Group 50 2000000 B.E. (ELECTRONICS & COMMUNICATION) Consultant 26 December 1 2014 Cignex Datamatics Technologies Limited

* The remuneration includes salary commission incentives perquisites andreimbursements.

For and on behalf of the Board
Dr. Lalit S. Kanodia
Place : Mumbai Chairman
Date : May 27 2015 (DIN: 00008050)

"ANNEXURE - B"

To the Directors’ Report

Secretarial Audit Report for the financial year ended March 31 2015

To

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 Company’s 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.

Tushar Shridharani
Place : Mumbai Practicing Company Secretary
Date : May 27 2015 FCS 2690 / COP 2190

"ANNEXURE- C"

TO THE DIRECTORS’ REPORT

Disclosures with respect to Employees Stock Option Schemes of the Company for the yearended March 31 2015 are as follows:

Particulars Key ESOP 2006 General ESOP 2007 Key ESOP 2007 General ESOP 2011 Key ESOP 2011
Options Granted 116000 Nil 300000 Nil Nil
Pricing Formula Exercise price of the options is Rs. 5/ per share Exercise price of the options shall be the price at discount of 20% of Market price which shall be the latest available closing price Exercise price of the options is Rs. 5/ per share Exercise price of the options shall be the price at discount of 20% of Market price which shall be the latest available closing price Exercise price of the options is Rs. 5/ per share
Options Vested 6440 - 20960 - -
Options exercised 6440 - 20960 - -
Total number of share arising as a result of exercise of options 6440 - 20960 - -
Options lapsed 70000 - 68000 - -
Variations of terms of options The vesting schedule was modified as following: The vesting schedule was modified as following: The vesting schedule was modified as following:
1st vesting date- on completion of 12 months - 20% of total options granted. 1st vesting date- on completion of 12 months - 20% of total options granted. 1st vesting date- on completion of 12 months - 20% of total options granted.
2nd vesting date- on completion of 24 months - 30% of the total options granted. 2nd vesting date- on completion of 24 months - 30% of the total options granted. 2nd vesting date- on completion of 24 months - 30% of the total options granted.
3rd vesting date- on completion of 36 months - 50% of the total options granted. 3rd vesting date- on completion of 36 months - 50% of the total options granted. 3rd vesting date- on completion of 36 months - 50% of the total options granted.
Money realized by exercise of options 32200 - 104800 - -
Total number of options in force 39560 Nil 211040 Nil Nil

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.

Sr. No. Name of Employees No. of options granted*
1 Ulhas N Kulkarni 18000
2 Rajesh Kumar Agarwal 16000
3 Sandeep Arora 12000
TOTAL 46000

(*) 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.

Sr. No. Name of Employees No. of options granted**
1 Michael Thuleweit 45000
2 Krishna Tewari 29000
3 Sunil Dixit 29000
4 Nakul Passi 21000
5 Srinivasan Krishnamoorthy 16000
6 Sandeep Arora 15000
TOTAL 155000

(**) 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.

For and on behalf of the Board
Dr. Lalit S. Kanodia
Place : Mumbai Chairman
Date : May 27 2015 (DIN: 00008050)

"ANNEXURE- D"

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 Company’s 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 Company’s 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 Company’s website at http://www.datamatics.com/company/corporate-social-responsibility.

A brief overview of the projects undertaken by the Company

PROMOTING EDUCATION

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.

ENVIRONMENT

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:

Name of the Member Nature of Directorship
Mr. Rahul L. Kanodia Chairman Vice Chairman & CEO
Mr. R. K. Saraswat Non-Executive Independent Director
Mr. Vidur V. Bhogilal Executive Director & CFO
Mr. Sameer L. Kanodia Executive Director

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.)

Amount spent on the projects or programs

Sr. No CSR project or activity identified Sector in which The Project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Direct expenditure Overheads Cumulative expenditure upto to the reporting period Amount spent : Direct or through implementing agency*
1. Training to student Promoting education Maharashtra 1482258/- 1482258/- - 1482258/- Direct
2. Tree plantation Ensuring environmental sustainability Maharashtra 280500/- 280500/- 280500/- Implementing agency
3. Swachh Bharat Abhiyan As recommended under Schedule VII Maharashtra 23292/- 15000/- 8292/- 23292 Direct
TOTAL 1777758 8292/- 1786050

*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.

For and on behalf of the Board

Rahul L. Kanodia R. K. Saraswat
Place : Mumbai Chairman of CSR Committee Director
Date : May 27 2015 (DIN: 00075801) (DIN: 00015095)

"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

1 CIN L72200MH1987PLC045205
2 Registration Date November 3 1987
3 Name of the Company Datamatics Global Services Limited
4 Category/Sub-Category of the Company Company having Share Capital /Indian Non-Government Company
5 Address ofthe Registered office and contact details Knowledge Centre Plot No.58 Street No.17 MIDC Andheri (E) Mumbai 400093.
Tel. No.: +91 (22) 6102 0000/1/2
6 Whether listed company Yes
7 Name Address and Contact details of Registrar and Transfer Agent. Datamatics Financial Services Limited
Plot No. B-5 MIDC Part B Cross lane
Andheri (East) Mumbai-400 093.
Tel: 91-22-6671 2151
Fax: 91-22-6671 2250
Email: depository@dfssl.com
website: www.datamaticsbpo.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:

Sr. No. Name and Description of main products/services NIC Code of the Product/ Service* % to total turnover of the Company
1 IT & ITeS 6209 60%
2 BPO/Computer related services 620 40%

* As per National Industrial Classification - Ministry of Statistics and ProgrammeImplementation.

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Shares Held as on March 31 2015 Applicable Section
1 Delta Infosolutions Private Limited Knowledge Centre Plot No. 58 Street No. 17 MIDC Andheri (East) Mumbai - 400 093. U 72300 M H1992 PTC064911 Holding 53.97 2(46)
2 Datamatics Software Services Ltd. Knowledge Centre Plot No. 58 Street No. 17 MIDC Andheri (East) Mumbai - 400 093. U99999MH1981PLC125014 Subsidiary 100 2(87)
3 Lumina Datamatics Limited 12th & 13th Floor Phase ii Ascendas international Tech Park Taramni Road Chennai - 600 113. U22220TN2007PLC065507 Subsidiary 73.12 2(87)
4 Cybercom Datamatics Information Solutions Limited Unit no 105 First Floor Multistoried Building Seepz - Sez Andheri (E) Mumbai - 400 096. U72900MH2000PLC123469 Subsidiary 50.50 2(87)
5 Datamatics Global Services Inc. Suite 100 & 400 31572 Industrial Road Livonia MI-48150. Not Applicable Subsidiary 100 2(87)
6 Datamatics Global Services GmbH Im Leuschnerpark 3 64347 Griesheim. Not Applicable Subsidiary 100 2(87)
7 Datamatics Technologies UK Limited 1 Doughty Street London WC1N2PH. Not Applicable Subsidiary 100 2(87)
8 Datamatics Infotech Limited 8 The Square Stockely Park Uxbridge Middlesex UB11 1FW 1 Not Applicable Subsidiary 100 2(87)
9 Datamatics Global Services Pty Limited Monash Building Centre Pty Ltd 468 Blackburn Road Glen Waverlly Victoria 3150 Australia Not Applicable Subsidiary 100 2(87)
10 Datamatics Global Technologies Ltd. 3rd Floor Harbour Front Building President John Kennedy Street Port Louis Republic of Mauritius. Not Applicable Subsidiary 100 2(87)
11 Datamatics Global Technologies AG MSG Rechtsanwalte & Notare Vortstadt 32 6304 Zug Switzerland. Not Applicable Subsidiary 100 2(87)
12 Datamatics Global Services FZ-LLC 2917 29th Floor Al Shatha Tower Dubai United Arab Emirates. Not Applicable Subsidiary 100 2(87)
13 Datamatics Vista Info Systems Limited Ground Floor Plot No. 57 Street No. 17 MIDC Andheri (East) Mumbai - 400 093. U72200KA2008PLC046430 Subsidiary - 2(87)
14 CIGNEX Datamatics Technologies Limited Ground Floor President Plaza Cross Roads S.G. Highway Ahmedabad - 380054. U72200GJ2006PLC048349 Subsidiary - 2(87)
15 Datamatics Global Technologies GmbH Gerhart-Hauptmann-Strassee 20 64347 Griesheim. Not Applicable Subsidiary - 2(87)
16 Datamatics Global Solutions GmbH Im Leuschnerpark 3 64347Griesheim. Not Applicable Subsidiary - 2(87)
17 Datamatics Global Services GmbH d.o.o. in Bosnia Gunduliceva br. 33 Banja Luka 78 000 Bosnia and Herzegovina. Not Applicable Subsidiary - 2(87)
18 Datamatics Global Holding Corporation Craigmuir Chambers Road Town Tortala British Virgin Islands. Not Applicable Subsidiary - 2(87)
19 Lumina Datamatics Inc. 4 Collins Avenue Plymouth MA 02360 USA. Not Applicable Subsidiary - 2(87)
20 Lumina Datamatics GmbH Im Leuschnerpark 3 64347 Griesheim. Not Applicable Subsidiary - 2(87)
21 CIGNEX Datamatics Corporation Portcullis TrustNet Chambers P.O. Box 3444 Road Town Tortola British Virgin Islands. Not Applicable Subsidiary - 2(87)
22 CIGNEX Datamatics Inc. 2350 Mission College Blvd Suite 475-490 Santa Clara CA 950 54. Not Applicable Subsidiary - 2(87)
23 CIGNEX Datamatics Inc. (Michigan) 31572 Industrial RD STE 400 Livonia MI 48150. Not Applicable Subsidiary - 2(87)
24 CIGNEX Datamatics GmbH Fuhrmannstrasse 8 64289 Darmstadt Germany. Not Applicable Subsidiary - 2(87)
25 CIGNEX Datamatics Pte. Limited 08-03 SGX Centre 2 4 Shenton Way Singapore 068807. Not Applicable Subsidiary - 2(87)

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

Category of Shareholders

No. of Shares held at the beginning of the year (As on April 1 2014)

No. of Shares held at the end of the year (As on March 31 2015)

Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. PROMOTERS
1) Indian
a) Individual/HUF 11070106 - 11070106 18.78 11070106 - 11070106 18.78 -
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. 31813742 - 31813742 53.97 31813742 - 31813742 53.97 -
e) Banks / FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A)(1) 42883848 0 42883848 72.75 42883848 - 42883848 72.75 -
2) Foreign
a) NRIs- Individual - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub -total (A)(2) - - - - - - - - -
Total Shareholding of Promoter (A) = (A)(1)+(A)(2) 42883848 0 42883848 72.75 42883848 - 42883848 72.75 -
B. PUBLIC SHAREHOLDING
1. Institutions
(i) Mutual Funds - - - - - - - - -
(ii) Banks / FI 183390 - 183390 0.31 17320 - 17320 0.03 (0.28)
(iii) Central Govt - - - - - - - - -
(iv) State Govt(s) - - - - - - - - -
(v) Venture Capital Funds - - - - - - - - -
(vi) Insurance Companies - - - - - - - - -
(vii) FIIs - - - - - - - - -
(viii) Foreign Venture Capital Funds - - - - - - - - -
(ix) Others (specify) - - - - - - - - -
Sub-total (B)(1) 183390 - 183390 0 17320 - 17320 0.03 (0.28)
2. Non-Institutions
a) Bodies Corp.
i) Indian 1114861 500 1115361 1.89 1744691 500 1745191 2.96 1.07
ii) Overseas - 247000 247000 0.42 - 247000 247000 0.42 -
b) Individuals - - -
(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 5352042 168785 5520827 9.37 4922057 162472 5084529 8.63 (0.74)
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 8886344 8886344 15.07 8784657 8784657 14.90 (0.17)
c) Others specify -
NRIs (Rep. & Non-Rep.) 112367 200 112567 0.19 186592 200 186792 0.32 0.13
Sub-total (B)(2) 15465614 416485 15882099 27 15637997 410172 16048169 27.22 0.28
Total Public Shareholding (B) = (B)(1) + (B)(2) 15649004 416485 16065489 27 15655317 410172 16065489 27.25 -
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 58532852 416485 58949337 100.00 58539165 410172 58949337 100.00 -

ii) Shareholding of Promoters

Shareholding at the beginning of the year (As on April 1 2014)

Shareholding at the end of the year (As on March 31 2015)

Sr. No. Shareholder's Name No. of Shares % of total Shares of the Company % of shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of shares Pledged/ encumbered to total shares % Change in Shareholding during the year
1 Delta Infosolutions Pvt. Ltd. 31813742 53.97 -- 31813742 53.97 -- -
2 Dr. Lalit S. Kanodia 3830995 6.50 -- 3530995 5.99 -- (0.51)
3 Dr. Lalit S. Kanodia HUF 74264 0.13 -- 74264 0.13 -- -
4 Mrs. Asha L. Kanodia 3905258 6.62 -- 3605258 6.12 -- (0.51)
5 Mr. Rahul L. Kanodia 209 0.0004 -- 209 0.0004 -
6 Mr. Sameer L. Kanodia 1472858 2.50 -- 1472858 2.50 -- -
7 Mrs. Aneesha Aditya Dalmia 1189143 2.02 -- 1789143 3.04 -- 1.02
8 Mrs. Amrita Vidur Bhogilal 589143 1.00 -- 589143 1.00 -- -
9 Mr. Yogendra S. Kanodia 6500 0.01 -- 6500 0.01 -
10 Yogendra Kanodia HUF 1700 0.003 -- 1700 0.003 -
11 Smt. Chandravati S. Kanodia 36 0.0001 -- 36 0.0001 -
Total 42883848 72.75

-

42883848 72.75

-

-

iii) Change in Promoters' Shareholding

Sr. No. Name of Promoters

Shareholding

Cumulative Shareholding during the year

No. of Shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Dr. Lalit S. Kanodia
At the beginning of the year i.e. April 12014. 3830995 6.50 3830995 6.50
Decrease in shareholding: Sale of shares by way of gift on December 17 2014. (300000) (0.51)
At the end of the year i.e. March 31 2015. 3530995 5.99
2 Mrs. Asha L. Kanodia
At the beginning of the year i.e. April 12014. 3905258 6.62 3905258 6.62
Decrease in shareholding: Sale of shares by way of gift on December 17 2014. (300000) (0.51)
At the end of the year i.e. March 31 2015. 3605258 6.12
3 Mrs. Aneesha Aditya Dalmia
At the beginning of the year i.e. April 12014. 1189143 2.02 1189143 2.02
Increase in shareholding: Purchase of shares by way of gift on December 17 2014. 600000 1.02
At the end of the year i.e. March 31 2015. 1789143 3.04
4 Mr. Rahul L. Kanodia
At the beginning of the year i.e. April 12014. 209 0.0004 209 0.0004
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 209 0.0004
5 Mr. Sameer L. Kanodia
At the beginning of the year i.e. April 12014. 1472858 2.50 1472858 2.50
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 1472858 2.50
6 Mrs. Amrita Vidur Bhogilal
At the beginning of the year i.e. April 12014. 589143 1.00 589143 1.00
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 589143 1.00
7 Mr. Yogendra S. Kanodia
At the beginning of the year i.e. April 12014. 6500 0.01 6500 0.01
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 6500 0.01
8 Yogendra Kanodia HUF
At the beginning of the year i.e. April 12014. 1700 0.003 1700 0.003
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 1700 0.003
9 Smt. Chandravati S. Kanodia
At the beginning of the year i.e. April 1 2014. 36 0.0001 36 0.0001
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 36 0.0001
10 Dr. Lalit S. Kanodia HUF
At the beginning of the year i.e. April 1 2014. 74264 0.13 74264 0.13
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 74264 0.13
11 Delta Infosolutions Pvt. Ltd.
At the beginning of the year i.e. April 1 2014. 31813742 53.97 31813742 53.97
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 31813742 53.97

iv) Shareholding Pattern of Top 10 Shareholders (Otherthan Directors Promoters andHolders of GDRs and ADRs)

Sr. No. Name of Shareholder Date

Shareholding

Cumulative Shareholding during the year (01.04.2014 to 31.03.2015

No. of shares % of total shares of the Company No. of Shares % of total shares of the Company
1 Dr. Chandramauli Kripashankar Dwivedi holding shares on behalf of Datamatics Employees Welfare Trust
At the beginning of the year 01.04.2014 1725861 2.93 1725861 2.93
ESOP Transfer 24.06.2014 (8700) (0.01) 1717161 2.91
ESOP Transfer 24.06.2014 (6300) (0.01) 1710861 2.90
ESOP Transfer 24.06.2014 (5250) (0.01) 1705611 2.89
ESOP Transfer 24.06.2014 (3360) (0.01) 1702251 2.89
ESOP Transfer 24.06.2014 (3150) (0.01) 1699101 2.88
ESOP Transfer 24.06.2014 (2700) (0.0005) 1696401 2.88
ESOP Transfer 25.06.2014 (4320) (0.01) 1692081 2.87
ESOP Transfer 27.06.2014 (2520) (0.0004) 1689561 2.87
ESOP Transfer 05.11.2014 (6300) (0.01) 1683261 2.86
ESOP Transfer 05.11.2014 (10500) (0.02) 1672761 2.84
ESOP Transfer 03.02.2015 (5600) (0.01) 1667161 2.83
ESOP Transfer 10.02.2015 (4200) (0.01) 1662961 2.82
ESOP Transfer 10.02.2015 (5250) (0.01) 1657711 2.81
At the end of the year 31.03.2015 1657711 2.81
2 Mrs. Priyadarshini Kanodia
At the beginning of the year 01.04.2014 1473735 2.50 1473735 2.50
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year 31.03.2015 1473735 2.50
3 Mr. Shaunak Jagdish Shah
At the beginning of the year 01.04.2014 999149 1.69 999149 1.69
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year 31.03.2015 999149 1.69
4 Mr. Jagdish Amritlal Shah
At the beginning of the year 01.04.2014 748395 1.27 748395 1.27
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year 31.03.2015 748395 1.27
5 Jamson Securities Pvt Ltd
At the beginning of the year 01.04.2014 580660 0.99 580660 0.99
Increase in Shareholding 20.06.2014 500 0.0008 581160 0.99
Decrease in Shareholding 30.06.2014 (500) (0.0008) 580660 0.99
At the end of the year 31.03.2015 580660 0.99
6 Ms. Jagruti Shaunak Shah
At the beginning of the year 01.04.2014 487598 0.83 487598 0.83
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year 31.03.2015 487598 0.83
7 Mathew Cyriac#
At the beginning of the year 01.04.2014 306074 0.52 306074 0.52
Increase in shareholding 04.04.2014 20549 0.03 326623 0.55
Decrease in Shareholding 02.05.2014 (207000) (0.35) 119623 0.20
Increase in shareholding 20.06.2014 70926 0.12 190549 0.32
Increase in shareholding 30.06.2014 964 0.00 191513 0.32
Increase in shareholding 14.08.2014 50000 0.08 241513 0.41
Decrease in Shareholding 30.09.2014 (40000) (0.07)
At the end of the year 31.03.2015 201513 0.34
8 Infologix Bvi Limited
At the beginning of the year 01.04.2014 247000 0.42 247000 0.42
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year 31.03.2015 247000 0.42
9 Punjab National Bank #
At the beginning of the year 01.04.2014 183390 0.31 183390 0.31
Decrease in Shareholding 12.09.2014 (58901) 0.10 124489 0.21
Decrease in Shareholding 31.10.2014 (17812) 0.03 106677 0.18
Decrease in Shareholding 07.11.2014 (2709) 0.00 103968 0.18
Decrease in Shareholding 14.11.2014 (103968) 0.18 - -
At the end of the year 31.03.2015 - -
10 Mr. Ravikumar Ramkishore Sanwalka
At the beginning of the year 01.04.2014 133000 0.23 133000 0.23
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year 31.03.2015 133000 0.23
11 Sharekhan Financial Services Pvt Ltd. $
At the beginning of the year 01.04.2014 120000 0.20 120000 0.20
Decrease in Shareholding 05.09.2014 (72000) (0.12) 48000 0.08
Increase in Shareholding 20.02.2015 5600 0.01 53600 0.09
Decrease in Shareholding 13.03.2015 (5600) (0.01) 48000 0.08
Increase in Shareholding 27.03.2015 162000 0.27 210000 0.36
At the end of the year 31.03.2015 210000 0.36

# 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

Sr. No.

Shareholding

Cumulative Shareholding during the year (April 012014 to March 312015)

No. of shares % of total shares of the Company No. of Shares

% of total shares of the Company

1 Dr. Lalit S. Kanodia
At the beginning of the year i.e. April 12014. 3830995 6.50 3830995 6.50
Decrease in shareholding: Sale of shares by way of gift on December 17 2014 (300000) (0.51)
At the end of the year i.e. March 31 2015. 3530995 5.99
2 Mr. Rahul L. Kanodia
At the beginning of the year i.e. April 12014. 209 0.0004 209 0.0004
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 209 0.0004
3 Mr. Vidur V. Bhogilal
At the beginning of the year i.e. April 12014. 1769821 3.00 1769821 3.00
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 1769821 3.00
4 Mr. Sameer L. Kanodia
At the beginning of the year i.e. April 12014. 1472858 2.50 1472858 2.50
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 1472858 2.50
5 Mrs. Asha L. Kanodia
At the beginning of the year i.e. April 1 2014. 3905258 6.62 3905258 6.62
Decrease in shareholding: Sale of shares by way of gift on December 17 2014. (300000) (0.51)
At the end of the year i.e. March 31 2015. 3605258 6.12
6 Mr. R. K. Saraswat
At the beginning of the year i.e. April 1 2014. 1000 0.002 1000 0.002
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 1000 0.002
7 Mr. Sudhir Deshpande
At the beginning of the year i.e. April 1 2014. - -
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015.
8 Mr. Shahzaad Dalal
At the beginning of the year i.e. April 1 2014. 2000 0.003 2000 0.003
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015. 2000 0.003
9 Mr. Dilip Dandekar
At the beginning of the year i.e. April 1 2014. - - - -
Increase/decrease in Shareholding

No change during the year

No change during the year

At the end of the year i.e. March 31 2015.
10 Ms. Divya Kumat
At the beginning of the year i.e. April 1 2014. 5020 0.01 5020 0.01
Decrease in shareholding: Sale of shares in Open Market (4920) (0.01)
At the end of the year i.e. March 31 2015. 100.00 0.0001

V. INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING/ACCRUED BUT NOT DUE FORPAYMENT

(Rs. in Million)

Secured Loans Excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning ofthe financial year i.e. As on April 12014
i) Principal Amount 690.91 - - 690.91
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 2.90 - - 2.90
Total (i+ii+iii) 693.81 - - 693.81
Change in Indebtedness during the financial year
Addition - - - -
Reduction (Repayment) 40.43 - - 40.43
Net Change 40.43 - - 40.43
Indebtedness at the end of the financial year i.e. March 31 2015
i) Principal Amount 650.05 - - 650.05
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 3.33 - - 3.33
Total (i+ii+iii) 653.38 - - 653.38

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole time Directors and/or Manager:

(Amt. In Rs.)

Name of MD/WTDs/Manager

Sr. No. Particulars of Remuneration Dr. Lalit S. Kanodia Chairman & Whole Time Director Mr. Rahul L. Kanodia Vice Chairman & CEO Mr. Vidur V. Bhogilal Executive Director & CFO Mr. Sameer L. Kanodia Executive Director Total Amount
1 Gross salary 4917371 7366843 2785920 6338180 21233314
a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 4542149 7296399 2427848 6092796 20359192
b) Value of perquisites under section 17(2) Income-tax Act 1961 375222 70444 358072 70384 874122
c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - - - -
2 Stock Option - - - - -
3 Sweat Equity - - - - -
4 Commission 3000000 3000000 - - 6000000
As % of profit 1% 1% - - -
5 Others specify
Total (A) 7917371 10366843 2785920 6163180 27233314
Ceiling as per the Act

Rs. 30148229/- (10% of Profits calculated under Section 198 of the Companies Act 2013)

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration Fee for attending Board/Committee meetings Commission Others please specify Total Amount
1 Independent Directors
Mr. R. K. Saraswat 135000 175000 - 310000
Mr. Sudhir Deshpande 135000 175000 - 310000
Mr. Shahzaad Dalal 85000 100000 - 185000
Mr. Dilip Dandekar 95000 125000 - 220000
Mr. Dileep Choksi 65000 125000 - 190000
Total (1) 515000 700000 - 1215000
2 Other Non-Executive Directors
Mrs. Asha L. Kanodia 95000 125000 - 220000
Total (2) 95000 125000 - 220000
Total (B)=(1+2) 610000 825000 1435000
Total Managerial Remuneration
Ceiling as per the Act Rs. 3014823/- (1% of Profits calculated under Section 198 of the Companies Act 2013)

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sr. No. Particulars of Remuneration Ms. Divya Kumat Company Secretary (KMP) Total
1 Gross salary
a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961. 5466072 5466072
b) Value of perquisites under section 17(2) Income-tax Act 1961. 272400 272400
c) Profits in lieu ofsalary under section 17(3) Income-tax Act 1961. - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
as % of profit - -
5 Others - Contribution to Provident Fund 171840 171840
Total 5910312 5910312

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Brief Description Details of Penalty Authority [RD / Appeal made if Companies Act /Punishment/ NCLT/ COURT] any (Give details)

Compounding fees imposed

A. COMPANY
Penalty
Punishment There were no penalties punishment compounding of offences during the year ended March 312015.
Compounding
B. DIRECTORS
Penalty
Punishment There were no penalties punishment compounding of offences during the year ended March 312015.
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment There were no penalties punishment compounding of offences during the year ended March 312015.
Compounding

 

For and on behalf of the Board
Dr. Lalit S. Kanodia
Place : Mumbai Chairman
Date : May 27 2015 (DIN: 00008050)