You are here » Home » Companies » Company Overview » Nucleus Software Exports Ltd

Nucleus Software Exports Ltd.

BSE: 531209 Sector: IT
BSE 00:00 | 24 Apr Nucleus Software Exports Ltd
NSE 05:30 | 01 Jan Nucleus Software Exports Ltd
OPEN 217.40
52-Week high 397.80
52-Week low 170.00
P/E 8.18
Mkt Cap.(Rs cr) 619
Buy Price 213.05
Buy Qty 35.00
Sell Price 225.00
Sell Qty 10.00
OPEN 217.40
CLOSE 218.95
52-Week high 397.80
52-Week low 170.00
P/E 8.18
Mkt Cap.(Rs cr) 619
Buy Price 213.05
Buy Qty 35.00
Sell Price 225.00
Sell Qty 10.00

Nucleus Software Exports Ltd. (NUCLEUS) - Director Report

Notice: Undefined variable: pattern in /usr2/unibs/application/modules/live-market/views/scripts/company/annual-report.php on line 72

Company director report

Dear Members

The Directors of Nucleus Software Exports Limited (NSEL) are pleased to present yourCompany's Thirtieth Annual Report together with the Audited Statement of Accounts forthe year ended March 31 2019.


The Company has adopted the Indian Accounting Standards (Ind-AS) with effect from April1 2017 (transition date being April 1 2016) pursuant to the notification issued by theMinistry of Corporate Affairs dated February 16 2015 regarding the Companies (IndianAccounting Standards) Rules 2015.

The consolidated financial statements have been prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 notified under Section 133 of the Actand other relevant provisions of the Act. The accounting policies have been consistentlyapplied except where a newly issued accounting standard if initially adopted or arevision to an existing accounting standard requires a change in the accounting policyhitherto in use. The Management takes into

cognisance all new as well as revised accounting standards on an ongoing basis.

The Company has nine subsidiary companies all of which are wholly-owned subsidiaries.The Company discloses standalone audited financial results on a quarterly and annualbasis consolidated un-audited financial results on a quarterly basis and consolidatedaudited financial results on an annual basis.

a) Consolidated Operations

Revenue from consolidated operations for the year was ' 484.03 crore as compared to '411.81 crore in the previous year an increase of over 17%. As the Company continued itsfocus on strategic initiatives for new products focused sales market development andhiring of senior experienced personnel to help drive transformation the overalloperational expense for the year increased to ' 405.29 crore against ' 353.63 crore inthe previous year. The Operating Profit (EBITDA) was at ' 78.74 crore 16% of revenueagainst ' 58.18 crore 14% of revenue in the previous year. Profit after Tax for the yearwas at ' 74.54 crore 15% of revenue against ' 62.55 crore 15% of revenue in theprevious year.

Consolidated financial results are as below: (Rs. in crore)
For the Year Ended March 31 2019 % of revenue 2018 % of revenue
Revenue From Operations 484.03 100.00 411.81 100.00
a) Employee benefit expense 313.53 64.77 276.97 67.26
b) Operating and other expenses 91.25 18.85 76.15 18.49
c) Finance costs (Bank charges) 0.51 0.11 0.51 0.12
Total Expenses 405.29 83.73 353.63 85.87
Operating Profit (EBITDA) 78.74 16.27 58.18 14.13
Depreciation & Amortization 9.93 2.05 7.04 1.71
Operating Profit after Interest and Depreciation 68.81 14.22 51.14 12.42
Other Income 27.48 5.68 28.72 6.97
Profit Before Tax 96.29 19.89 79.86 19.39
Taxation 21.75 4.49 17.31 4.20
Profit After Tax 74.54 15.40 62.55 15.19
Other Comprehensive Income 0.26 0.05 (1.50) (0.36)
Total Comprehensive Income for the period 74.80 15.45 61.05 14.82

b) Standalone Operations

Revenue from the standalone operations for the year was ' 396.76 crore against ' 337.32crore in the previous year an increase of 18%. Total operational expense for the year was' 336.52 crore against ' 294.94 crore in the previous year an increase of 14%. OperatingProfit (EBITDA) for the year was at ' 60.24 crore 15% of revenue against ' 42.38 crore13% of revenue in the previous year. Profit after Tax for the year was at ' 75.63 crore19% of revenue against ' 65.60 crore 19% of revenue in the previous year.

Standalone financial results are as below: (Rs. in crore)
For the Year Ended March 31 2019 % of Revenue 2018 % of Revenue
Revenue from Operations 396.76 100.00 337.32 100.00
Expenses a) Employee benefit expense 246.95 62.24 216.29 64.12
b) Operating and other expenses 89.27 22.50 78.33 23.22
c ) Finance costs (Bank charges) 0.30 0.08 0.32 0.09
Total Expenses 336.52 84.82 294.94 87.44
Operating Profit (EBITDA) 60.24 15.18 42.38 12.56
Depreciation 7.01 1.77 6.47 1.92
Operating Profit after Interest and Depreciation 53.23 13.42 35.91 10.65
Other Income 40.29 10.15 41.77 12.38
Profit Before Tax 93.52 23.57 77.68 23.03
Taxation 17.89 4.51 12.08 3.58
Profit After Tax 75.63 19.06 65.60 19.45
Other Comprehensive Income (0.19) (0.05) (2.83) (0.84)
Total Comprehensive Income for the period 75.44 19.01 62.77 18.61

A detailed analysis on the Company's performance both consolidated and standalone isincluded in "Management's Discussion and Analysis" Report which forms part ofthe Annual Report.


In order to augment resources your Directors do not propose to transfer any amount toreserves. Appropriation to retained earnings for the financial year ended March 31 2019as per financial statements are as under:

(Rs. in crore)
Retained Earnings Closing Balance as on March 31 2019
Opening balance 378.27
Profit for the period 75.63
Dividend Paid (23.23)
Corporate Dividend tax (1.92)
Closing Balance 428.75


Issued and Paid-up Share Capital

The Paid-Up Share Capital of the Company as on March 31 2019 is 29040724 equityshares of ' 10 each similar to the Paid Up Share Capital as on March 31 2018.

Shares under Compulsory Dematerialization

The shares of the Company are under compulsory dematerialization ("Demat")category and are available for trading on both the depositories in India viz. NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). Of the entire paid up shares 28974605 shares or 99.77% are in dematerializedform as at March 31 2019. The International Securities Identification Number (ISIN)allotted to the Company's shares is INE096B01018.


Your Company is listed at National Stock Exchange of India Ltd. and BSE Ltd.

Stock Exchange where Nucleus shares are listed Scrip Symbol /Code
National Stock Exchange of India Ltd. (NSE) w.e.f. December 19 2002 NUCLEUS
BSE Ltd. (BSE) w.e.f. November 6 1995 531209


Your Company continues to retain its debt-free status and maintains sufficient cash andcash equivalents to meet future strategic initiatives. The Company has been conservativein its investment policy over the years maintaining a reasonably high level of cash andcash equivalents which enable the Company to completely eliminate short and medium-termliquidity risks and at the same time also help scale up operations at a short notice. Thegoal of cash management at Nucleus is to:

a. Use cash to provide sufficient working capital to manage business operations of theCompany to be able to add value to all our stakeholders and continuously enhance the same.

b. Maintain sufficient cash as reserves that will aid the Company in capturingmeaningful business opportunities including acquisitions.

c. Invest surplus funds in low-risk bank deposits debt schemes of mutual fundspreference shares and tax free secured bonds of Public Sector Enterprises.

Cash and cash equivalents including current investments at a consolidated level of '259.00 crore constitute 51% of the shareholders' funds at the year end against ' 214.97crore 47% of the shareholders' funds at the close of the previous year. In addition theCompany holds tax-free bonds issued by public sector enterprises at amortised cost of '87.37 crore against ' 87.13 crore in the previous year long-term fixed maturity plans ofmutual funds at amortised cost of ' 64.06 crore against ' 59.75 crore last yearPreference shares of ' 56.94 crore against ' 46.90 crore last year mutual funds at FVTPL( fair value through profit and loss) of ' 31.30 crore against ' 38.89 crore in theprevious year and Investment in equity shares of a listed company (at FVOCI) at ' 8.70crore against ' 8.64 crore in the previous year.


The Dividend Policy of your Company prescribes a dividend pay-out in the range of15-30% of the profits available for distribution subject to:

a) Provisions of The Companies Act 2013 and other applicable laws and

b) Cash flows of the Company

We are pleased to state that for the 19th consecutive year your Company hasrecommended a Dividend for its shareholders. The Proposed Dividend this year is 90% ('9.00 per equity share of ' 10 each) as compared to last year Dividend of 80% (' 8.00 perequity share of ' 10 each). The Proposed Dividend is subject to the approval ofshareholders at the forthcoming Annual General Meeting. If approved the total dividendpay out will be ' 26.14 crore against pay out of ' 23.23 crore in the previous year.

The Register of Members and Share Transfer Register shall remain closed during theperiod July 2 2019 to July 8 2019 (both days inclusive) for the purpose of AnnualGeneral Meeting and payment of Dividend. The Dividend if approved at the Annual GeneralMeeting will be payable to such members whose names appear on the Register of Members ofthe Company and as beneficial owners in the records of National Securities DepositoriesLtd. and Central Depository Services ( India) Ltd. at close of business hours as on July1 2019.


Pursuant to applicable provisions of the Companies Act 2013 read with IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ('the Rules') all unpaid or unclaimeddividends are required to be transferred by the Company to the IEPF established by theCentral Government after completion of seven years. Further according to the Rules theshares in respect of which dividend has not been paid or claimed by the members for sevenconsecutive years or more shall also be transferred to the Demat account created by IEPFAuthority. Accordingly the Company has transferred all unclaimed or unpaid dividends andshares to IEPF as per applicable regulations.


Your Company has not accepted any deposits covered under Chapter V of the CompaniesAct 2013 and as such no amount of principal or interest was outstanding on the date ofthe Balance Sheet.



The Company policy for determining 'Material Subsidiaries' and on 'Related PartyTransactions' as approved by the Board can be accessed on the Company website link: .

Particulars of contracts or arrangements with related parties in the prescribed FormAOC-2 are provided as Annexure A to this Directors' Report.

10. particulars of loans guarantees or investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are provided in the notes to the Financial Statements.


No material changes and commitments have occurred after the close of the year till thedate of this Directors' Report which affect the financial position of the Company.


There has been no change in the nature of business of the Company.


As per requirements of Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosures) Regulations 2015 the Management's Discussion and Analysis ofthe financial condition and results of both standalone and consolidated operations havebeen provided separately in the Annual Report.


Your Company continues its journey as a preferred partner for banking and financialorganizations worldwide helping them to succeed by providing pioneering productsinnovative services and above all solutions to their business needs. Our software powersthe operations of more than 150 customers in 50 countries supporting retail bankingcorporate banking cash management internet banking automotive finance and otherbusiness areas. During the year your Company won 28 orders including 01 in Africa 01 inSouth East Asia 06 in Middle East and 20 in India; including 19 new customers added fromvarious geographies. We will continue to focus on our key markets including India SouthEast Asia the Middle East and Africa as well as our growing markets in Australia andEurope.

Nucleus Software- Worldwide Presence

Continuing the relentless focus on customer success your Company launched a range ofinnovative solutions during the year.

Overall Indian IT companies had a satisfactory year in terms of financial performancedriven by factors such as digitisation and non-linear growth models. Indian IT firmscontinue to move up the value chain by providing more end-to-end solutions and engagingmore closely with the clients.

According to Gartner the global enterprise IT spending in the banking and securitiesmarket grew by 5.1% in 2018 and is projected to grow by 4% in 2019. Gartner also reportsthat banks remain steadfast as they continue to prioritize digitization through businessoptimization and transformation. By 2020 Gartner expects the sector to spend USD 626billion on IT.

Digital transformation is the Number One priority for the bank CIOs according toGartner's 2019 CIO Agenda survey. From a technology perspective the CIOs are expectingartificial intelligence data analytics and digital transformation and cloud technologiesto be game changers. They also expect to increase their spending in business intelligencecyber security digital business initiatives and core system improvement / transformationprojects. Forrester Research predicts that banks will again focus on innovation at theback office - driven by the need to improve margins in key business areas. It alsopredicts that many banks will find that their place in some ecosystems has been supplantedby disruptors - for example PayPal and Stripe in the provision of services for smallbusinesses.

Since the rise of FinTech the world of lending has been abuzz with the power of"digital" - FinTechs positioned themselves as offering "digital only"and "neo-digital" experiences while traditional lenders focused on adding adigital flavor to their services. Transformation disruption and revolution have all beenassociated with digital. Clients are welcoming these developments expecting that theirlending experiences will change for the better.


During the year your Company has continued to enhance its solutions to take advantageof the market trends such as increasing digitalization of financial services. We haveleveraged India Stack further to offer end-to-end digitalization of Loan Lifecycle.

Your Company launched a sourcing channel application - mFin that offers specializedsolution for microfinance loan application processing. The mFin app provides on-the-gocapabilities to acquire microfinance customers for Joint Liability Groups as well as SelfHelp Groups. mFin empowers the sales team to be efficient in data capturing planningcustomer visits and in making credit decisions. This channel capability has been fullyextended to the core application processing platform FinnOne Neo™ CAS.

As a part of the ongoing development program your Company also launched FinnAxia™6.0. FinnAxia 6.0 comes with advanced supply chain finance and trade finance solutionswhich will enable banks to capture this massive opportunity

and help them gain and retain their position as the banker- of-choice for the newcustomer segments. The supply chain supports the 4-corner model (two-bank interoperable)3-corner model (single-bank closed) and the point model of financing. The 4-corner modelfacilitates the on-boarding process of buyers and sellers and gives trade banks anextended global reach based on interbank relationships.

The trade finance solution in FinnAxia 6.0 was launched with new features such asstandby letters of credit - which mitigates risks in the exports business; shippingguarantees -which provides benefits to the buyer with faster possession of goods andimproved cash flow; and multi-currency import and export loans - which assist with fundingtrade transactions at important points throughout the trading cycle of a company; thusenabling seamless cross border trade.

The new solution also includes a slew of updates in the front-end ensuring enhancedusability and smoother operations. Security has been enhanced with the provision of loginfingerprinting. The solution also enables banks to provide frictionless realtime paymentsand new payment distribution channels (mobile wallets) for their customers.

With FinnAxia 6.0 banks can thus help their new customers not only fulfil their growthaspirations but also build a better relationship with their supply chain partners.

During the year PaySe™ payment solutions have been expanded in both functionalityand reach making it truly an offline and online payment solution. PaySe offline paymentsolutions were deployed in rural India and are going to be a key infrastructure in makingdigital villages. PaySe is moving in the direction of partnering with financialinstitutions to make micro credit on tap a reality. PaySe online payment solutions gives amigration path to our rural customers who are having smart phones have mobile literacyand are capable of using mobile apps. PaySe enables merchant payments mobile rechargesbill payments ordering for your daily needs split bills scratch cards management etc.

The Government of India has launched a massive program to move the country from a cash-based economy to a digital economy and PaySe it is envisioned will play an importantrole as it is primarily focusing on the rural and semi urban economy.


• Nucleus Software is ranked second in "Corporate Governance andSustainability Vision Awards 2019" as held by Indian Chamber of Commerce for theBest Practices followed in the Industry.

• Annual Report of the Company for FY 17-18 won a Gold award for excellence withinthe Industry - Technology- Software and a ranking of # 33 amongst the top 100 AnnualReports worldwide by League of American Communications Professionals LLC (LACP) .

• Nucleus Software won the 'Best Lending Technology Implementation' award at theBFSI Leadership Awards 2018.


Your Company has nine subsidiaries across the globe. There are no associate companiesor joint venture companies within the meaning of Section 2(6) of the Companies Act 2013("Act").

The following table provides a list of all these subsidiaries as on March 31 2019:

Name of Subsidiary Location Date of Incorporation/ Acquisition Percentage of Shareholding
Nucleus Software Solutions Pte. Ltd. Singapore February 25 1994 100%
Nucleus Software Inc. USA August 5 1997 100%
Nucleus Software Japan Kabushiki Kaisha Japan November 2 2001 100%
VirStra i- Technology Services Ltd. India May 6 2004 100%
Nucleus Software Netherlands B.V. Netherlands February 3 2006 100%
Nucleus Software Ltd. India April 21 2008 100%
Nucleus Software Australia Pty. Ltd. Australia February 3 2014 100%
Nucleus Software South Africa Pty. Ltd. South Africa February 10 2015 100%
Avon Mobility Solutions Pvt. Ltd. India March 17 2016 100%

There has been no material change in the nature of the business of the subsidiaries.

During the year your Company acquired the remaining 4% shareholding of Avon MobilitySolutions Pvt. Ltd. (96% shareholding was acquired in March 2016) and it is now a whollyowned Subsidiary of the Company.

The Board of Directors reviews the affairs of these subsidiaries periodically. Thesesubsidiaries help the Company in providing front end support to customers and explore newopportunities.

A statement containing the salient features of the financial statement of oursubsidiaries in the prescribed form AOC 1 is provided as Annexure B to this Directors'Report. The statement also provides the details of performance financial position of eachof the subsidiaries.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries are available on the website of theCompany.

a) Nucleus Software Solutions Pte. Ltd.

Nucleus Software Solutions Pte. Ltd. (NSS) is based in Singapore. It was incorporatedin 1994 to expand the Company's business in South East Asia. Currently it is the centralentity for Asia-Pacific excluding Japan and Australia with responsibility for businessdevelopment sales and software development services for customers in the region.

b) Nucleus Software Inc.

Nucleus Software Inc. (NSI) is based in New Jersey USA. It was incorporated in 1997for providing business presence in the Americas. NSI operates as a business developmentand sales hub for the region.

c) Nucleus Software Japan Kabushiki Kaisha

Nucleus Software Japan Kabushiki Kaisha (NSJKK) is based in Tokyo Japan. It wasincorporated in 2001 to expand business in the country. NSJKK operates as a businessdevelopment and sales hub for Japan. Additionally the

subsidiary provides software development services to the local customers in Japan.

d) VirStra i- Technology Services Ltd.

VirStra i- Technology Services Ltd. is based in Pune India. It was incorporated in2004 to provide software development services targeted at the Japanese market.

e) Nucleus Software Netherlands BV

Nucleus Software Netherlands BV (NSBV) is based in Amsterdam The Netherlands. It wasincorporated in 2006 for enlarging business presence in the European market. NSBV is abusiness development and sales hub for Nucleus in Europe.

f) Nucleus Software Ltd.

Nucleus Software Ltd. (NSL) has operations in Jaipur with registered office in NewDelhi. It was incorporated in 2008 for facilitating delivery to larger clients throughoperations in a Special Economic Zone. NSL acquired 17.41 acre of land in the MahindraWorld Special Economic Zone Jaipur and has co-developed a 250-seater facility. NSEL hadsetup SEZ unit in this 250 seator facility in August 2011 which is under Exit Process ason the date of this Report.

g) Nucleus Software Australia Pty. Ltd.

Nucleus Software Australia Pty. Ltd. (NSA) is based in Sydney Australia. It wasincorporated in 2014 for tapping the growing business opportunities in ANZ region. NSAoperates as a business development and sales hub for the region. Additionally thesubsidiary provides software development services to the local customers in Australia.

h) Nucleus Software South Africa Pty. Ltd.

Nucleus Software South Africa Pty. Ltd. (NSSA) is based in Johannesburg South Africa.It was incorporated in 2015 for tapping the growing business opportunities in SouthAfrican region. NSSA operates as a business development and sales hub for the region.

i) Avon Mobility Solutions Pvt. Ltd.

Avon Mobility Solutions Pvt. Ltd has operations in Chennai with registered office atDelhi. It has very good experience in logistics domain and expertise in developing mobileapplications.

Avon Mobility Solutions Pvt. Ltd. became subsidiary of your Company on March 17 2016.


The Board of Directors at its meeting held on March 1 2019 considered and approved ascheme of amalgamation pursuant to Sections 230 to 232 read with Section 234 and otherrelevant provisions of the Companies Act 2013 of wholly owned subsidiaries Virstra ITechnology Services Ltd. and Avon Mobility Solutions Pvt. Ltd. into and with ParentCompany Nucleus Software Exports Ltd. The Scheme of Amalgamation is subject to necessarystatutory and regulatory approvals under applicable laws including approval of theNational Company Law Tribunal. The Scheme of Aamalgamation will inter alia enableoptimisation of legal entity structure through rationalization of number of subsidiariesintegration of business operations leading to operational synergies provide your Companya seamless access to the assets of the subsidiaries and also result in reduction of themultiplicity of legal and regulatory compliances.


Your Company along with its subsidiaries has offices at several locations across theglobe. The office space and seating capacity of these offices as on March 31 2019 isdetailed below:

Office Location Area in sq. ft. Seating Capacity - No. of Persons
Noida 208122 1677
Jaipur 22312 250
Pune 9573 114
Chennai 12286 134
New Delhi 4200 40
Mumbai 3250 31
Singapore 4807 61
Dubai UAE 1290 17
Tokyo Japan 735 15
Manila Philippines 102 3
Jakarta Indonesia 97 3
London UK 226 2
Sydney Australia 130 2
California USA 100 1
New Jersey USA 146 4
267376 2354

Noida New Delhi and Jaipur premises are owned by the Company and its subsidiaries.


Your Company is committed to ensure the highest level of quality of its products andservices. The key focus for the year under report was to synchronize standardize andquantify the quality processes with the transformational journey of the organisation.Process improvement initiatives were centred on 'Process Optimization'. The FinnEdgeimplementation methodology has emerged as standard implementation

methodology for New Products. Extension to FinnEdge i.e. Rapid got introduced andimplemented in a few projects that helped the implementation of solution in quick time forfirst time customers. FinnEdge covers various aspects of the project from 'Value Creationto Value Realization' and from 'Project Discovery' to 'Project Implementation' to 'ProjectUpgrade'.

To improve and measure Product Quality Integrated Defect Management System wasintroduced. It enabled easy and standardised defect management and tracking processesalong with measuring SLA's of customer reported issues.

A dedicated Quality Assurance team handles the process change managementimplementation and its adherence across the organization. This team monitors quality andproductivity improvements through audits and dashboard reporting.


In FY 2019 your Company continued to grow its marketing operations and activities insupport of its strategic aspirations.

During the year the Company moved forward on its agenda of growth into new marketsaround the world by establishing brand awareness and generating demand from focused targetsegments. Your Company is continually investing in marketing with the below objectives:

• Ensure that your Company is known for providing high quality innovative lendingand transaction banking solutions to the target markets.

• Establish your Company as an Industry Thought Leader.

• Equip the sales team fully with all the material and tools required to sell theproduct or service the Company offers.

Industry Interactions

During the year NSEL participated in number of leading Industry fora globally toshowcase it's expertise and product offerings. Such key forums include:

Continuing our strategic focus on Australia NSEL sponsored the 10th annual AustralianMortgage Innovation Summit 2019 where it presented it's views on "TransformingLending for Tomorrow - Going beyond Digital". Throughout the year NSEL also hosted anumber of roundtable sessions with industry leaders across a range of business segments.

In South East Asia (SEA) NSEL participated in the 8th Innovation and New Technology inCash Management event hosted by GFMI - Global Financial Markets Intelligence. It conductedan exclusive Masterclass workshop focused on the topic "Chasing Digital - ADigitization Playbook for Wholesale banking".

In the Middle East the NSEL team showcased its digital lending solutions at the MiddleEast Banking Innovation Summit 2018 (MEBIS) and addressed the session on"Transforming Financial Services Beyond Digital". NSEL presented it's views onthe evolving nature of technology at the GCC Smart Government & Smart Citiesconference -a global platform dedicated to shaping the future of government in Dubai.

NSEL sponsored the 61st RBAP Charter Anniversary Symposium 2018 in the Philippines andshowcased expertise on how the unique combination of advanced lending technology and cloudcan help rural banks in the Philippines in providing end-to-end digitized loan servicesmaking better credit decisions faster quickly scaling operations and ensuring fastercompliance to regulatory requirements.

NSEL demonstrated how banks in Malaysia can leverage technologies such as artificialintelligence and analytics in payments to enable added security speed and convenience fortheir corporate customers at the IDC Financial Insights' FinTech Innovation Summit 2018 inMalaysia. NSEL was invited to present to the board of one of Malaysia's largest banks aspart of their board-level initiative to investigate the future of technology in banking.

In Indonesia NSEL presented it's views on the topic -"Artificial Intelligence forRisk Mitigation in an era of Faster Payments" at the Asian Banker Future of FinanceSummit.

In Africa NSEL participated in The New Age Banking Summit (NABS 2018) in LagosNigeria. NSEL also participated in the Seamless East Africa 2018 and showcased expertiseon how it's solutions can help banks become the digital corporate bank of tomorrow -today.

In India we demonstrated how our market leading solution FinnOne Neo Cloud ishelping NBFCs and HFCs drive innovation in lending by enabling faster launch ofpersonalized products customer centric loan services making better credit decisionsfaster and on-demand scalability at the 5th NBFC100 Tech Summit in Mumbai. We alsoattended the 5th Microfinance & NBFCs Exhibition (MiNE 2018) in Kolkata anddemonstrated how the use of advanced technology can help reduce time to market makebetter credit decisions faster scale up quickly and incorporate data driven insightseasily.

NSEL hosted an online interactive roundtable webinar on 'Driving Innovation in lendingwith cloud' inassociation with Dun & Bradstreet. NSEL attended the 3rd NBFC100 TechSummit in Delhi and organized an industry roundtable for banks & NBFCs on 'Lendingwith Analytics & AI: Profitable Smarter & Customer-oriented' in Mumbai inassociation with Dun & Bradstreet.

Digital Presence & Visibility

Your Company continued to build its presence in the traditional media as well as onsocial media channels. Media activities continued with interactions with worldwide mediaincluding television print wires and online portals and source exclusive mediaopportunities in various geographies such as Australia Africa the Middle East and India.Social media has been a focus area covering a wide range of brand activities and oursuccesses. Your Company used social media primarily for activities involving thoughtleadership blogs articles press releases customer video testimonials and other businesscontent marketing purposes.


Your Company is determined to accelerate its growth story by corresponding to thechanging needs of diverse workgroup by fostering an engaging work environment toconstantly build up the unique capabilities and skills of the people. The global employeestrength of the Company at the end of FY 2019 was 2054.

During the year there were many new launches of organizationwide initiatives to ensurethat the high-performance and dedicated workforce worked unitedly towards excellencelike:

1. Delivering Business Excellence - Frequent connect sessions with associates largelytargeting the high potential areas

a. Gathering insights about the workplace culture & opportunities offered &sharing them with the business for preventive action

b. Acting as strategic business partner by regularly sharing HR metrics in the form ofdashboard and meeting for actions on a monthly and quarterly basis

c. Launch & closure of Trust Survey

d. Closure of actions of last year Trust Survey

e. Gearing up for making it "One of the Great Places to Work for"

2. Employee Assist - Conceptualize & execute suitable interventions to keepassociates motivated with a key objective of "Enhancing Employee Experience"

a. Revamping referral program to attract talent from the industry

b. Aligning the annual performance management process (NucEDGE18) to the industrystandards

c. Launch of day care in Nucleus Software premises

d. Coffee sessions with Senior Leadership

e. Launch of Skillsoft's e-learning modules organization wide as a platform to improvetechnology skills and soft skills

f. Focus on leadership development via:

i. Leadership Engagement Action & Development (LEAD) and Young Leaders' Program(YLP)

ii. IIM/MDI residential programs

g. MIT online design thinking and system architecture programs

h. CYMORG a business simulation tool for top leaders to hone their decision makingskills

- nanobytes launched organization wide : gamified short learning capsules focusing onspecific competencies for individuals and teams

- initiatives towards values understanding

Your Company's focus lies in creating a performance- based culture driven by focusedgrowth and clear career development plan for each employee. The HR roadmap will also focuson 'Collaboration & Acceleration' to stimulate our strategic growth through employeeempowerment to make it a great place to work for.


The Directors at NSEL believe that good and effective Corporate Governance is basic toachieve corporate vision and mission of the organization; it is more that organizationalculture rather than a steadfast adherence to rules and regulations that propelsorganisations like NSEL to greatness. Corporate Governance is about optimizing all thestakeholders' value legally ethically and sustainably. Law alone cannot bring changes andtransformation and voluntary compliance both in form and in spirit plays an important rolein developing good Corporate Governance.

Your Company has established and maintained a strong ethical environment overseen byBoard of Directors where 5 out of 8 Directors are Independent. The Company's practicesand policies reflect the true spirit of Corporate Governance initiatives.

Your Company is in compliance of all mandatory requirements of Corporate Governance asstipulated as per Securities and Exchange Board of India (Listing Obligations andDisclosure) Regulations 2015. Compliance status is provided in the Corporate Governancesection of the Annual Report. A certificate issued by the Statutory Auditors of theCompany under Regulation 34 of Securities and Exchange Board of India (Listing Obligationsand Disclosure) Regulations 2015 confirming compliance of the conditions of CorporateGovernance is provided as Annexure C to this Directors' Report. The auditors' certificatefor fiscal 2019 does not contain any qualifications reservations or adverse remark.

A detailed report on Corporate Governance for the year forms part of the Annual Report.


In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Ritika Dusad Non Executive Director retires by rotationat the ensuing Annual General Meeting and being eligible has offered herself forre-appointment.

Mr. S M Acharya Mr. Prithvi Haldea Prof. Trilochan Sastry and Mrs. Elaine Mathiasare Independent Directors as per the Companies Act 2013 not liable to retire byrotation to hold office for five consecutive years. They have submitted a declarationthat each of them meets the criteria of independence as provided in Section 149(6) of theAct and there has been no change in the circumstances which may affect their status asIndependent Director during the year.

Mr. Prithvi Haldea and Prof. Trilochan Sastry were appointed as Independent Directorsof the Company to hold office for five consecutive years for a term up to July 25 2019not liable to retire by rotation. Mrs. Elaine Mathias was appointed as IndependentDirector of the Company to hold office for five consecutive years for a term up toSeptember 19 2019 not liable to retire by rotation. The Board of Directors at theirmeeting held on April 23 2019 at the recommendation of Nomination andRemuneration/Compensation Committee recommended reappointment of Mr. Prithvi HaldeaProf. Trilochan Sastry and Mrs. Elaine Mathias as Independent Directors for another termof five years subject to approval of shareholders in the forthcoming Annual Generalmeeting.

During the year the tenure of Mr. N. Subramaniam as an Independent Director of theCompany came to an end on March 31 2019. Mr. N. Subramaniam conveyed his desire not toseek re-appointment as an Independent Director of Company for the second term. The Boardmembers thanked Mr. N. Subramaniam for his immense contribution and guidance and inframing a strategic roadmap of the Company during his tenure.

Mr. R. P. Singh was appointed as a Whole-time Director of the Company by the Board ofDirectors for a period of 5 years on July 26 2014. His current term of appointment as aWhole time Director is expiring on July 25 2019. Further the Board of Directors on therecommendation of the Nomination and Remuneration/Compensation Committee appointed Mr. R.P. Singh Whole-time Director as the Chief Executive Officer of the Company i.e. April 12018.

The Board members at their meeting held on April 23 2019 on the recommendation ofNomination and Remuneration/ Compensation Committee have approved the re-appointment ofMr. R P Singh as a Whole-Time Director for another term of five years subject to approvalof shareholders in the forthcoming Annual General Meeting.

Mr. Vishnu R. Dusad was reappointed as Managing Director w.e.f. January 1 2017 for aperiod of 5 years. His present term expires on December 31 2021.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

Pursuant to provisions of Section 203 of the Companies Act 2013 Mr. Vishnu R. DusadManaging Director Mr. R. P. Singh CEO Mr. Ashish Nanda Chief Financial Officer and Ms.Poonam Bhasin Company Secretary are the Key Managerial Personnel of the Company as ondate of the report.


The Board of Directors carried out an annual evaluation of its own performance andperformance of the Chairman Board committees and individual directors pursuant to theprovisions of the Companies Act 2013 and the Corporate Governance requirements underRegulation 25 (4) of Securities and Exchange Board of India (Listing Obligations andDisclosure) Regulations 2015.

The Board along with the Nomination and Remuneration/ Compensation Committeedeveloped and adopted the criteria and framework for the evaluation of each of theDirectors and of the Board and its Committees.

The evaluation was then conducted as per the approved process (explained in detail inthe Report on Corporate Governance of the Annual report). The Chairman of the Committeealso had interactions with each of the Directors and sought their feed-back andsuggestions on the overall Board Effectiveness and Directors performance.

In addition pursuant to the provisions of Schedule IV to the Companies Act 2013 theIndependent Directors reviewed the performance of the Non-Independent Directors and of theBoard as a whole performance of the Chairman of the Board taking into account the viewsof all the Directors and the quality quantity and timeliness of flow of informationbetween the Company management and the Board and its sufficiency for the Board toeffectively perform its duties.

The Chairman placed the Evaluation Summary before the committee members. The same wasdiscussed in detail and the members recorded their satisfaction.


The primary responsibility of the Nomination and Remuneration/ Compensation Committee(NRC) is to identify and nominate suitable candidates for Board membership. The Committeealso formulate policies relating to the remuneration of Directors Key ManagerialPersonnel and other senior employees of the Company.

The Committee while evaluating potential candidates for Board membership considers avariety of personal attributes including experience intellect foresight judgment andtransparency and match these with the requirements set out by the Board. The basicresponsibilities of NRC with regard to Directors' appointment are as follows:

• Recommending desirable changes in Board size composition Committee structureand processes and other aspects of the Board's functioning;

• Formulating criteria for determining qualifications positive attributes andIndependence of a Director

• Conducting search and recommending new Board members in light of resignation ofcurrent members or a planned expansion of the Board;

• Identifying persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe Board their appointment and removal.

The policy of the Company for "Selection of Directors" is provided asAnnexure D and "Policy of Remuneration for Directors Key Managerial Personnel andother Employees" is provided as Annexure E to this Directors' Report. These Policiesare also available on the Company website link: http://www


The Company has received declarations from all the Independent Directors that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 25 of Securities and Exchange Board of India (Listing Obligations andDisclosure) Regulations 2015.


The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters can beaccessed on the Company website link : http://www .


The Board met 8 times during the year. The details are provided in the Report onCorporate Governance a part of the Annual Report.


There are four Committees of the Board as on March 31 2019 as follows:

• Audit Committee

• Nomination and Remuneration/Compensation Committee

• Stakeholder Relationship Committee

• Corporate Social Responsibility Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance a part of the AnnualReport.

The Composition of Board Committees as on March 31 2019 is as follows:

Audit Committee Nomination & Remuneration / Compensation Committee Stakeholder Relationship Committee Corporate Social Responsibility Committee
Mr. S M Acharya
Mr. Vishnu R Dusad
Mr. Prithvi Haldea
Mrs. Elaine Mathias
Prof. Trilochan Sastry
Mr. N. Subramaniam*

* Mr. N Subramaniam whose current term expired on March 31 2019 had conveyed hisdesire not to seek re-appointment as an Independent Director of the Company for the secondterm. Accordingly Mr. N Subramaniam ceased to be Director of the Company w.e.f. April 12019.


The Company has a well-established whistle blower policy as part of it's prevalentoversight mechanism for observing the conduct of Directors and employees and reportconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of conduct or ethics policy. This mechanism also provides for adequatesafeguards against victimization of Director(s)/employee(s) who avail of the mechanism andalso provides for direct access to the Chairman of the Audit Committee in exceptionalcases.


No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.


During the year under review neither the Statutory Auditors nor the SecretarialAuditors has reported to the Audit Committee under Sec 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employees.


The Company has developed and implemented a 'Risk Management Policy' that includesidentification of elements of risk which in the opinion of the Board may threaten theexistence of the Company. Risk Management Report forms a part of the Annual Report.


Detailed information to the shareholders is provided in the Shareholders' Referencer apart of the Annual Report.

36. AUDITORS Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereafter M/s BSR and Co. LLP Chartered Accountants were appointed asstatutory auditors of the Company from the conclusion of the Annual General Meeting (AGM)of the Company held on July 8 2016 until the conclusion of Annual General Meeting of theCompany to be held in Calendar year 2021. The requirement to place the matter relating toappointment of the statutory auditors for ratification by the Members at every AGM hasbeen done away by the Companies (Amendment) Act 2017 with effect from May 7 2018.Accordingly no resolution is being proposed for ratification of appointment of StatutoryAuditors at the ensuing AGM and a note in respect of same has been included in the Noticefor the ensuing AGM.

Secretarial Auditor

As per the Companies Act 2013 Secretarial Audit by a practicing Company Secretary hasbecome mandatory for prescribed companies and they are required to annex the SecretarialAudit report with their Board Report in the Annual Report. We are pleased to inform thatyour Company as a voluntary practice has been getting Secretarial Audit done for thepast several years and also reporting it in the Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board appointedM/S Sanjay Grover and Associates Practising Company Secretaries to undertake theSecretarial Audit of the Company. Secretarial Audit Report in the prescribed Form MR 3 isprovided as Annexure F to this Directors' Report. The Secretarial Auditors' Report doesnot contain any qualification reservation or adverse remark.

The Company voluntarily adheres to the various Secretarial Standards issued by theInstitute of Companies Secretaries of India.


Your Company has in place adequate internal financial controls with reference to thefinancial statements.

M/s BSR and Associates LLP the statutory auditors of the Company has audited thefinancial statements included in the annual report and has issued an attestation report onour internal control over financial reporting (as defined in Section 143 of Companies Act2013).


Inclusive growth and sustainable development are strong pillars of your Company'sresponsible corporate citizenship and are a part of the core values and driving force formany of its initiatives. The Company believes that responsible investments in this regardwill generate long term value for all the stakeholders.

In accordance with requirements of The Companies Act 2013 the Company has a CorporateSocial Responsibility Committee comprising of a majority of Independent Directors andchaired by an Independent Director Prof. Trilochan Sastry Mr. Vishnu R Dusad Mr.Prithvi Haldea and Mr. S. M. Acharya are the other members. The Committee framed andrecommended a CSR Policy to the Board for adoption and instituted a transparent monitoringmechanism for ensuring implementation of the projects / activities to be undertaken by theCompany.

The CSR Policy may be accessed on the Company website link: .

Your Company has set up Nucleus Software Foundation (NSF) a Trust for the purposes ofundertaking CSR activities of the Company. This Foundation established in 2014 as aSection 25 Company works towards its stated mission: "Empowering underprivilegedwith essence of education and thereby better livelihood and better life".

During the year the Foundation worked towards its aim to improve the educationalquality standards for the underprivileged children studying at government primary schoolsand NGO aided schools through its benchmark remedial program NSF Hybrid LearningProgram.

The NSF team has designed a remedial program to bridge the gap identified by thebaseline test conducted across the selected schools. The program bridges the gap of thestudents in the area of Math and English. The aim is to bring children closer to thelearning levels appropriate for their assigned classes. The program helps in learningthrough the well-curated teaching learning material practice notebooks engaging digitalcontent and doing intelligent assessments. The digital content on the tab is mapped tothe remedial program which we have designed based on the learning level of the student.

NSF was able to reach over 2500 students across 70 schools In Noida Greater Noida andDehradun. The program was run in an intensive mode with facilitators from ourimplementing partners' at the selected 30 schools on a daily basis.

In the remaining schools of Greater Noida NSF had trained the selected teachers of therespective schools to manage the program. This has resulted in an improvement in thelearning levels of children in these government schools.

Besides the government schools NSF worked extensively with an NGO learning centre inGhaziabad where it sponsored their human resource rental cost and helped them indesigning an effective learning program. The students of NGO use NSF Hybrid LearningProgram quite extensively. NSF also conducted sports day and some other recreationalactivities for them.

The other CSR initiatives undertaken by the Foundation during the year were:

• Sponsored tuition and hostel fees for two students of IIT Roorkee.

• Supported the training needs of nine young kids in the Vikasnagar area ofDehradun where NSF worked in government schools.

• Skill Development and livelihood support: Provided tailoring training to theunderprivileged women in Chennai.

• Assisting an NGO 'Ables Charity' at Faridabad and 'Samriddhi Trust' at SadarpurNoida to run their bridge schools for out-of-school children.

The Annual Report on CSR activities is provided as Annexure G to this Directors'Report.


Currently there is only one ESOP scheme prevalent in the Company; ESOP scheme - 2015(instituted in 2015). As per ESOP scheme 2015 equity shares would be transferred toeligible employees on exercise of options through Nucleus Software Employee Welfare Trustwhich is established to carry out activities for the benefit and welfare of its Employeesby launching various Schemes in accordance with the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.

Details of ESOP as per the provisions of Companies Act 2013 and Rules made there underare as follows:

Particulars 2015 Plan
a) Total number of options under the Plan 500000
(b) Pricing formula 100% of the Fair Market Price as on date of grant
(c) Options granted during the year -
(d) Options vested as of March 31 2019 -
(e) (i) Options exercised during the year -
(ii) Total number of shares arising as a result of exercise of above options during the year
(f) Options forfeited during the year -
(g) Option lapsed during the year -
(h) Variation of terms of options during the year -
(i) Amount realized by exercise of options during the year -
(j) Total number of options in force as on March 31 2019 -

During the year no stock options were granted to any employee under theabove-mentioned ESOP plan and therefore no calculations are required to be made orreported regarding difference between intrinsic value and fair market value of ESOPsgranted.


Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the prescribed formatand annexed as Annexure H to this Directors' Report.

Having regard to the provisions of the first provision to Section 136(1) of theCompanies Act 2013 and as advised the Annual Report excluding the aforesaid informationis being sent to the members of the Company. The said information is available forinspection at the registered office of the Company during working hours and any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request. The full Annual Report including the aforesaid informationis available on the Company's website.


Pursuant to as per Section 134 (5) of the Companies Act 2013 the Directors confirmthat:

(a) in the preparation of the annual accounts for the financial year ended March 312019 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by the management the Boardis of the opinion that the Company's internal financial controls were adequate andeffective during FY 2018-19.


Extract of Annual Return of the Company in the prescribed Form MGT-9 is provided asAnnexure I to this Directors' Report. The same is available on investors.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is provided as Annexure J to this Directors' Report.


Maintenance of cost records and requirements of cost audit as prescribed under theprovisions of Section 148 (1) of the

Companies Act 2013 are not applicable for the business activities carried out by theCompany.


Nucleus values the dignity of individuals and strives to provide a safe and respectablework environment to all its employees. The Company has put in place a 'Policy againstSexual Harassment' compliant with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("Sexual Harassment Act"). TheInternal Complaints Committee at all the locations of the Company across India has beenconstituted to consider and resolve all sexual harassment complaints as reported underthe policy. The Committee also includes external member from NGOs or with relevantexperience. We affirm that adequate access was provided to any complainant who wished toregister a complaint under the policy. There were no complaints received disposed and/orpending during the financial year.


Your Directors would like to place on record their gratitude for the co-operationreceived from the Government of India State Governments of Delhi Uttar Pradesh andRajasthan Customs and Excise Departments Department of Scientific and IndustrialResearch ( Ministry of Science and Technology) Software Technology Park-Noida SoftwareTechnology Park- Chennai Software Technology Park-Pune Special Economic Zone authoritiesand other government agencies.

Your Directors would also like to thank the Company's customers bankers vendorspartners and shareholders for their continued support to the Company. In specific theBoard would like to put on record its sincere appreciation of the commitment andcontribution made by all employees of the Company.

For and on behalf of the Board of Directors


S. M. Acharya Chairman


April 23 2019