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Cyient Ltd.

BSE: 532175 Sector: IT
NSE: CYIENT ISIN Code: INE136B01020
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VOLUME 1349
52-Week high 564.40
52-Week low 416.05
P/E 20.17
Mkt Cap.(Rs cr) 5,749
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 508.40
CLOSE 507.40
VOLUME 1349
52-Week high 564.40
52-Week low 416.05
P/E 20.17
Mkt Cap.(Rs cr) 5,749
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cyient Ltd. (CYIENT) - Director Report

Company director report

Directors' Report

Dear Shareholders

Your directors have pleasure in presenting the 26th Directors' Report on thebusiness and operations of your company for the financial year ended 31 March 2017.

FINANCIAL HIGHLIGHTS

(Amount in Rs. Million)

Consolidated Standalone
Particulars 2016-17 2015-16* 2016-17 2015-16*
Total Income 36997 32106 13736 13591
EBIDTA 5704 5226 3617 3637
Finance Cost 172 164 6 3
Depreciation 953 888 540 684
Exceptional item 261 87 201 72
Profit before Tax 4318 4087 2870 2878
Current Tax 927 1149 601 615
Deferred Tax 118 (138) (100) (72)
Share of profit in associate company 118 120
Joint Venture 5 5
Minority Interest (42) (54)
Profit after Tax attributable to shareholders 3438 3255 2369 2335
Basic Earnings per share ( Rs. ) 30.55 28.95 21.05 20.77
Diluted Earnings per share ( Rs. ) 30.53 28.90 21.03 20.73
Special Dividend per share ( Rs. ) 2.50 2.50
Interim dividend paid ( Rs. /Share) 3.00 7.00 3.00 7.00
Final dividend recommended ( Rs. /Share) 5 - 5 -
Paid up Equity Share Capital 563 562 563 562
Reserves 20610 17743 18259 16213

* The previous year figures have been adjusted re-grouped or re-classified pursuant toadoption of the Indian Accounting Standards ("Ind AS") notified under theCompanies (Indian Accounting Standards) Rules 2015.

STATE OF AFFAIRS/COMPANY'S PERFORMANCE

On a consolidated basis the revenue from operations for FY 2017 at 36065 million washigher by 16% over the last year (31021 million in FY 2016). The profit for the yearattributable to shareholders and non-controlling interests was 3396 million recording agrowth of 6% over the last year (3201 million of FY 2016). The profit after taxattributable to shareholders of the company was 3438 million 6% higher than that of theprevious year (3255 million).

On a stand-alone basis the revenue from operations for FY 2017 at 12920 million washigher by 4.0% over the last year (12456 million in FY 2016). The profit for the year was

2369 million registering a growth of 1% over the previous year (2335 million).

APPROPRIATIONS Dividend

Your directors have recommended a final dividend of 5 per share (100%) on par value of5 per share. During the year the company declared and paid a special dividend and aninterim dividend aggregating to 110% of the par value of the equity share. The specialdividend declared to commemorate the Silver Jubilee of the company was at the rate of Rs.2.50 per equity share (50%) on par value of Rs. 5 per share. The interimdividend was at the rate of Rs. 3 per equity share (60%) on par value of Rs. 5per share. The dividends were declared on 29 August 2016 and 13 October 2016 respectively.Total dividend (including dividend distribution tax) as a percentage of profit after taxwas 60% as compared to 41% in the previous year.

Resrves

Your company proposes to retain the entire amount of 2369 million in its profit andloss account.

LIQUIDITY

Your company continues to be debt-free and maintains su cient cash reserves to meet itsoperations and strategic objectives. As at 31 March 2017 your company had liquid assetsof Rs. 7464 million as against Rs. 5746 million at the previous year end.Surplus funds have been invested in short term deposits and mutual funds with scheduledbanks and debt based mutual funds.

FIXED DEPOSITS

Your company has not accepted any deposits and as such no amount of principal orinterest was outstanding as on 31 March 2017

SHARE CAPITAL Allotment of Shares

Your company has allotted 82963 equity shares of Rs. 5 each to the associatesof the company and its subsidiaries upon exercise of an equal number of stock optionsvested in them pursuant to the extant Stock Option Schemes of the company. In view of theabove allotments the outstanding shares of the company increased from 112483377 equityshares of Rs. 5 each to 112566340 equity shares of Rs. 5 each.

Consequent upon the merger of Infotech Geospatial (India) Private Limited a whollyowned subsidiary the authorised share capital of the company increased from Rs. 135crores to Rs. 139 crores.

SUBSIDIARIES Cyient Inc. (CI)

Headquartered in East Hartford Connecticut CI provides engineering network andoperations and data analytics services to customers in North America. CI has 30 o cesacross the US and Canada with over 1600 associates working with clients in NorthAmerica.

CI caters to a broad spectrum of clients from Fortune 500 companies to smallorganizations and local state and federal government agencies. CI generates annualrevenues of over $242M working across 40 states and 6 Canadian provinces. CI leveragesboth the local and global delivery capability of Cyient while executing projects in theAmericas region and is the principal unit for executing the acquisition strategy in NorthAmerica.

During the year Cyient Inc. acquired a Florida based company viz. Certon SoftwareInc. and its wholly owned subsidiary Certon Instruments Inc. During the year CIincorporated Cyient Defence Services Inc. as wholly owned subsidiary.

Cyient Europe Limited (CEL)

Incorporated in London as Dataview Solutions Limited in 1992 it became a part of theInfotech Group in1999.

Its services are designed to cater to leading Tier-1 and Tier-2 Telcos gas electricand water utility companies public sector agencies and commercial businesses. Inaddition it provides world-class engineering services as well as big data and analyticscapabilities to rail aerospace and manufacturing companies. The company enjoys long-termrelationships with several of its partners and customers and has built a strong foundationof trust and reliability.

Cyient Europe Ltd has 3 wholly owned subsidiaries. The oldest Cyient Benelux BV basedin Breda the Netherlands provides support to our customers and business in the Beneluxregion while Cyient Schweiz GmbH based in Bern Switzerland provides support and localpresence for our long standing engagement with Swisscom. Cyient SRO based in Prague theCzech Republic. Its primary focus is to provide engineering services to our rail andaerospace customers across Europe. In November 2016 the company completed the acquisitionof Blom Aerofilms Ltd the UK subsidiary of NRC Group from Norway. The business brings ateam with complementary skills of around 40 associates mostly based out of their o ces inCheddar Somerset.

The company is an ISO 9001 and ISO 27001 certified organization. Leveraging the globalexecution capability of its parent organization it maintains client relationships andensures e cient project management across Europe.

Cyient GmbH (CG)

Cyient GmbH o ers world-class engineering services as well as big data and analyticscapabilities to rail aerospace and manufacturing companies in Germany and neighbouringcountries such as Austria France and Sweden. It was established as Advanced GraphicsSoftware (AGS) in Leonberg Germany in 1992 – a 3D CAD/CAM e-solution software andapplication provider.

After becoming a part of Cyient Group in 2000 it extended its foray into other serviceareas like GIS and IT solutions. Owing to the large pool of engineering GIS ITresources CG provides high-quality services and solutions to the clients with o shorecost advantage and onsite project management.

Cyient KK (CKK)

Established in 2008 in Central Tokyo CKK is a leading engineering service provider inJapan. CKK provides end-to-end engineering services and solutions to manufacturingindustries.

CKK leverages the global delivery capability of the parent organisation whilemaintaining client relationships and managing projects locally.

Cyient Australia Pty Limited (CAPL)

Established in 2005 and Headquartered in Melbourne as a branch and incorporated assubsidiary in the year 2014 CAPL commenced commercial operations during the current year.It provides engineering design and network operations services to diverse industries toits Asia Pacific customers. CAPL supports its customers especially TelecommunicationUtilities and Rail transportation from global delivery centres in Sydney and Melbournewith operations Australia wide and across the APAC region. CAPL has over 600 associatesoperating from our global delivery centres and customers across Australia.

Cyient Singapore Pte Limited (CSPL)

Established in 2015 Cyient Singapore is the South East Asia headquarter. CSPL providesservices and solutions to diverse industries such as aerospace telecommunicationsutilities and rail transportation. CSPL has close to 100 engineers supporting itscustomers from the engineering centre in Singapore. CSPL has a strong customer base in theregion and this entity becomes very important for the future growth in the region.

Cyient Engineering (Beijing) Limited (CEBL)

Cyient established its presence in 2016 by setting up a subsidiary in Beijing. CEBLsees China as having long term market not only to support its global customers in Chinabut also to capture huge potential that the China market brings to its future growth.Particular focus is on semiconductor manufacturing and energy markets.

Cyient DLM Private Limited (CDLMPL)

After acquisition of a majority interest in Rangsons Electronics Pvt Ltd (REPL) in2015 Cyient completed the integration and in 2017 renamed REPL as Cyient DLM Pvt Ltd.This is towards Cyient's vision to provide a complete product life cycle solution (DesignLed Manufacturing (DLM)) to our customers as part of S3 strategy. Today CDLMPL isrecognised as a market leader in High-Mix High-Tech Electronic & MechanicalManufacturing Services in Aerospace & Defense Rail Transportation MedicalTechnology Telecom & Industrial business segments. CDLMPL possesses and maintainsquality certifications that enable it to design and manufacture products to clients inthese industry verticals.

CDLMPL has taken responsibility for seamless transition from the design phase to themanufacturing phase by arriving at Integrated Product Development Plan (IPDP) with allBU's. In many cases we support our customer in techno-commercial points by a set ofseasoned experts to deliver value engineered products derived from a combination of ecient designs sourcing and production processes.

Cyient Insights Private Limited (CIPL)

Cyient acquired a majority stake in Invati Insights Private Limited Hyderabad Indiain October 2014. The company was subsequently renamed Cyient Insights Private Limited.CIPL enables customers drive business innovation and deliver quantifiable business resultsthrough smart data analytics and actionable intelligence. CIPL prides itself on the uniqueapproach in acquiring managing and analyzing the vast amount of data generated by sensorsembedded in machines and devices and the unmatched commitment to add value to customerswith the proven global delivery model. CIPL leverages Cyient's relationships in di erentverticals such as Aerospace & Defence Heavy Engineering Transportation MedicalTelecommunications Utilities Energy & Natural Resources its global delivery model inexecuting projects.

Cyient Israel India Limited (CIIL)

During FY17 Cyient established its local presence in Israel to engage more closelywith Israeli Defense OEMs who are significant clients for the company's Design-LedManufacturing (DLM) business. Cyient has invested in local business development andconsulting resources to strengthen its focus on this important market that hassignificant long-term potential particularly around Indian Defence offsets oportunities.Cyient additionally engaged in an Israeli startup accelerator programme that gives thecompany access to partnerships around innovative technology for military defense andhomeland security applications.

Infotech Aerospace Services Inc. (IASI)

Established in 2003 in Puerto Rico Infotech Aerospace Services Inc. providesengineering outsourcing and other professional services to Defense Aerospace and PowerGeneration Industries. IASI is an associate company between Cyient and Pratt &Whitney a pioneer in flight technology. IASI also provides engineering and supply chainservices including aerospace engineering mechanical and software development formilitary industrial and applications.

Infotech HAL Limited (IHL)

IHL aims to provide comprehensive solutions involving conceptual design re-design andderivates of modules systems and components prototyping and supply of these throughManufacturing Programme Management. IHL o ers design services in the field of aerospaceviz. aero thermo and mechanical design structural stress thermal and rotor dynamicanalysis aeronautics computational fluid dynamics combustion studies preparation ofdigital mock up testing and analysis control system design development and softwareapplications.

IHL is a joint venture between Cyient and Hindustan Aeronautics Limited. IHL deliversengineering as well as aftermarket engineering and support services i.e. technicalpublications repair design service bulletins testing performance analysis andmaintenance monitoring in the aerospace domain.

IHL is well positioned to undertake work under o set program from various originalequipment manufacturers.

Highlights of the performance of the above companies are published elsewhere in theAnnual Report.

BUSINESS RESPONSIBILITY REPORT

In pursuance of Regulation 34 of the SEBI (LODR) Regulations 2015 the company ispublishing the Business Responsibility Statement. The same is enclosed as Annexure‘A'

Global Compact Network India

The company is a member of the Global Compact Network India – the Indian arm ofthe United Nations' Global Compact. The UN Global Compact asks companies to embracesupport and enact within their sphere of influence a set of core values in the areas ofhuman rights labour standards the environment and anti-corruption. As a member of theGlobal Compact Network the company is committed to comply with the following principlesof United Nations Global Compact:

Human Rights

Principle 1: Businesses should support and respect the protection of internationallyproclaimed human rights; and Principle 2: make sure that they are not complicit in humanrights abuses.

Labour

Principle 3: Businesses should uphold the freedom of association and the effectiverecognition of the right to collective bargaining; Principle 4: the elimination of allforms of forced and compulsory labour;

Principle 5: the effective abolition of child labour; and Principle 6: theelimination of discrimination in respect of employment and occupation.

Environment

Principle 7: Businesses should support a precautionary approach to environmentalchallenges; Principle 8: undertake initiatives to promote greater environmentalresponsibility; and Principle 9: encourage the development and diffusion ofenvironmentally friendly technologies.

Anti-Corruption

Principle 10: Businesses should work against corruption in all its forms includingextortion and bribery.

CORPORATE SOCIAL RESPONSIBILITY

The company believes in giving back to society in some measure that is proportionate toits success in business. Corporate Social Responsibility (CSR) aims at balancing the needsof all stakeholders. The company's CSR initiative goes beyond charity and believes that asa responsible company it should take into account its impact on society as much asdesigning tomorrow together. The CSR initiatives are conducted through Cyient Foundation.The CSR Annual Report is enclosed as Annexure ‘B'.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

None of the directors of the company is disqualified under the provisions of theCompanies Act 2013 (‘Act) or under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All indepedent directors have provided confirmations ascontemplated under section 149(7) of the Act.

Appointments/Re-appointments

Pursuant to Article 56 of the Articles of Association of your company and theprovisions of section 152 of the Act Mr. Alain De Taeye (DIN 03015749) retires byrotation at the ensuing Annual General Meeting (AGM) and o ers himself for re-appointment.Mr. Thomas Prete (DIN 06634086) retires by rotation; he does not o er himself forre-appointment. Ambassador Vinai Thummalapally (DIN 07797921) was inducted on the Board asan additional director on 20 April 2017 pursuant to the provisions of section 161 of theCompanies Act 2013 read with Article 55 of the Articles of Association of the company. Heis proposed to be appointed as an independent director in the ensuing AGM. Pursuant to theprovisions of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Secretarial Standard 2 on General Meetings issued by ICSI briefparticulars of the directors who are proposed to be appointed/ re-appointed are providedas an annexure to the notice convening the AGM.

Cessations

Dr. Jayant Sabnis ceased to be an Alternate Director with effect from 21 April 2016.Your directors place on record their appreciation and gratitude to him for his valuablecontributions during his tenure as director.

There is no change in the key managerial personnel during the year.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other mattersprovided in section 178(3) of the Act have been disclosed in the corporate governancereport which forms part of this report.

Number of board meetings during the year

During the year six meetings of the board were held the details of which form part ofthe report on corporate governance.

Board evaluation and assessment

Board evaluation processes including in relation to the chairman individual directorsand committees constitute a powerful and valuable feedback mechanism to improve boardeffectiveness maximise strengths and highlight areas for further development. In additionto greater board accountability evaluation of board members helps in:

• More effective board processes

• Better collaboration and communication

• Greater clarity with regard to members' roles and

• responsibilities and

• Improved Chairman - Managing Director - Board relations

By focusing on the board as a team and on its overall performance the company ensuresthat communication and overall level of participation and engagement also improves. Inthis background the board undertook a formal board assessment and evaluation processduring 2016-17. The board evaluation was performed after seeking inputs from all thedirectors and included criteria such as the board composition and structure effectivenessof board processes information and functioning as provided by the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on 5 January 2017.

The Leadership Nomination & Remuneration Committee has overall stewardship for theprocess. The evaluation process covers the following aspects:

• Peer and self-evaluation of Directors

• Evaluation of the performance and effectiveness of the board

• Evaluation of the performance and effectiveness of Board Committees

• Feedback from the Non-Executive Directors to the Chairman and

• Feedback on management support to the Board

The evaluation process elicited responses from the directors in a judicious manner -ranging from composition and induction of the board to effectiveness and governance. Italso sought feedback on board and committee charters strategy risk management andquality of discussion and deliberations at the board. The Lead Independent Directorprovides feedback to the Executive Chairman. The same is discussed and acted uponaccordingly at the board.

AUDITORS

Pursuant to the provisions of section 139 of the Act and the rules framed thereunderDeloitte Haskins & Sells Chartered Accountants were appointed as statutory auditorsof the company from the conclusion of the 23rd AGM of the company held on 17July 2014 till the conclusion of the 28th AGM to be held in the year 2019subject to ratification of their appointment at every AGM. Accordingly requisiteresolution forms part of the notice convening the AGM.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report do not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an Annexure ‘C' which forms part of this report.

EMPLOYEE STOCK OPTION PLANS

During the year the company had the Infotech Associate Stock Option Plans in operationfor granting stock options to the associates of the company and its subsidiaries inaccordance with the Securities Exchange Board of India (Share Based Employee Benefits)Regulations 2014. Disclosure pursuant to the above regulation is enclosed as Annexure' D'

RESTRICTED STOCK UNITS

During the year to commemorate the Silver Jubilee year the company implemented the"Cyient Restricted Stock Units Scheme -2016" pursuant to the special resolutionpassed by postal ballot on 12 December 2016. Company has since obtained in-principleapproval for the scheme from BSE Limited and National Stock Exchange of India Limited.During the year company has granted 637476 units to the associates of the company andits subsidiaries.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

The details are enclosed as Annexure ‘E'.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR)Regulations 2015 a report on Management Discussion & Analysis is enclosed asAnnexure ‘F'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 (‘the Act') the board ofdirectors to the best of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of a airs of the Company at the end of the financial year and of the profitof the company for that period;

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 andsuch internal financial controls are adequate and operating effectively; vi. they havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively. Further there are noqualifications reservations or adverse remarks made by the Statutory Auditors/ PractisingCompany Secretary in their reports.

PARTICUL ARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls under the scope of section 188(1)of the Act. Information on transactions with related parties pursuant to section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in FormAOC-2 and is enclosed as Annexure ‘G'.

EXTRACT OF ANNUAL RETURN (MGT 9)

The extract of the annual return in Form MGT 9 as required under the provisions ofsection 92 of the Act is enclosed as Annexure ‘H'.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow: a. The ratio of the remuneration of each director to the median remuneration ofthe employees of the Company for the financial year:

Directors Ratio to Median remuneration
Executive
B. V. R. Mohan Reddy 87.78
Krishna Bodanapu 106.35
Independent Directors
M.M. Murugappan 1.69
K. Ramachandran 1.69
Som Mittal 1.69
Harsh Manglik 1.69
John Paterson 5.06
Andrea Bierce 5.06

b. The percentage increase in remuneration of each director chief executive o cerchief financial o cer company secretary in the financial year:

Directors Chief Executive % increase in
O cer Chief Financial remuneration
O cer and Company in the financial
Secretary year
B.V.R Mohan Reddy 0.0
Krishna Bodanapu -3.1
Ajay Aggarwal 15.4
Sudheendhra Putty 13.3

c. The percentage increase in the median remuneration of employees in the financialyear: 7% d. The number of permanent employees on the rolls of Company: 11006e. The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase of 7% in India. The individualincrements varied from 3 % to 13 % based on individual performance.

Employees outside India received wage increase varying from 1 % to 2.75 %. The increasein remuneration is in line with the market trends in the respective countries. In order toensure that remuneration reflects company performance the performance pay is also linkedto organization performance apart from an individual's performance. f. Comparison ofthe remuneration of the key managerial personnel against the performance of the Company:

(Amount in Rs. Million)
Aggregate remuneration of key managerial personnel (KMP) in FY17 33
Revenue 12920
Remuneration of KMPs
(as % of revenue) 0.3
Profit before Tax (PBT) 2870
Remuneration of KMP
(as % of PBT) 1.1

g. Variations in the market capitalisation of the Company price earnings ratio asat the closing date of the current financial year and previous financial year:

Particulars March 31 2017 March 31 2016 % Change
Market Capitalization ( Rs. Million) 52625 47997 9.64
Price Earnings Ratio 22.21 20.54 8.10

h. Percentage increase or decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last public o er:

Particulars March 31 2017 ( Rs. ) IPO Date IPO Price ( Rs. ) Adjusted IPO price by considering CA* % Change
Market Price (BSE) 468.75 September 25 1997 87.70 7.31 6314
Market Price (NSE) 467.50 September 30 1998 124.30 10.36 4413

* Adjusted for 1:1 bonus issue in 2002 and 2010

* Sub divided 1 share of Rs. 10 into 2 shares of Rs. 5 in 2006

* One bonus share issue for every 2 shares of Rs. 5 each in in 2006

i. Average percentile increase already made in the salaries of employees other than themanagerial 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 averageannual increase was around 7%. However during the course of the year the total increaseis approximately 7% after accounting for promotions and other event based compensationrevisions.

Increase in the managerial remuneration for the year was -3%. j. Comparison ofremuneration of the key managerial personnel against the performance of the company:

(Amount in Rs. Million)

B.V.R. Mohan Reddy Executive Chairman Krishna Bodanapu MD & CEO Ajay Aggarwal Chief Financial O cer Sudheendhra Putty Company Secretary
Remuneration 52 63 15 2
Revenue 12920
Remuneration as % of revenues 0.4% 0.5% 0.1% 0.02%
Profit before Tax (PBT) 2870
Remuneration (as % of PBT) 1.81% 2.2% 0.5% 0.07%

k. The key parameters for any variable component of remuneration availed by thedirectors:

The members of the company vide postal ballot in October 2014 approved payment ofcommission to the non-executive directors within the ceiling of 1% of the net profits ofthe company as computed under the applicable provisions of the Act. The said commission isdecided each year by the board of directors based on the recommendations of LeadershipNomination & Remuneration Committee and distributed amongst the non-executivedirectors based on their attendance and contribution at the board and certain committeemeetings as well as the time spent on operational matters other than at meetings.

l. The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:

None. m. A rmation that the remuneration is as per the remuneration policy of theCompany:

The company a rms that the remuneration is as per its remuneration policy. n. Thestatement containing particulars of employees as required under Section 197(12) of the Actread with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in a separate annexure forming part of this report.Further the report and the accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Act the said annexure is open for inspection atthe Registered O ce of the company. Any shareholder interested in obtaining a copy of thesame may write to the Company Secretary.

Particulars relating to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 Your Company has always provided a safe andharassment free workplace for every individual working in its premises through variouspolicies and practices. The company always endeavours to create and provide an environmentthat is free from discrimination and harassment including sexual harassment.

Your company has been actively involved in ensuring that the associates are aware ofthe provisions of the POSH Act and rights thereunder.

During the year the company:

1. Conducted awareness campaigns at all locations in India

2. Held awareness sessions on a quarterly basis at all locations in India throughspecific connect sessions by in-house women leaders and ‘floor connect ‘

3. Enhanced the Internal web portal – ‘Dcafe' with videos and animatedvisuals for better understanding of POSH among associates. Approximately 40% of theassociates have accessed the portal

4. Registered two cases under the POSH Act (one each at Manikonda Hyderabad andVisakhapatnam locations). Both the cases have been closed within the stipulated timelimits an in accordance with the law

5. Nominated the POSH panel (across India locations) to attend related sessions on POSHbeing conducted by various organisations such as IWN NHRD and CII for betterunderstanding of the Act and its requirements

6. Nominated associates to attend women safety sessions(One session as part of womenleadership programme) organized by IWN in March 2017

7. Devised plan of action for financial year 2018.

RISK MANAGEMENT

The board of directors has formed a risk management committee to identify evaluatemitigate and monitor the risk management in the company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. A comprehensiveenterprise risk management mechanism has been put in place and the same is regularlyreviewed.

A more detailed analysis of the risk management in the company is published in themanagement discussion and analysis report published elsewhere in the annual report.

CORPORATE GOVERNANCE

The corporate governance framework in the company ensures that we make timelydisclosures and share accurate information regarding the financials and performance aswell as disclosures related to the leadership and governance of the company. The companybelieves that an active well-informed and independent board is necessary to ensure thehighest standards of corporate governance. The company will continue to uphold the truespirit of Corporate Governance and implement the best governance practices. A report onCorporate Governance pursuant to the provisions of Corporate Governance Code stipulatedunder SEBI (LODR) Regulations 2015 is published else where in the report. The auditors'certificate regarding compliance of conditions of corporate governance is annexed asAnnexure ‘ I'.

DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available onthe website of the company (http:// www.cyient.com/investors/corporate-governance) Policyfor determining material subsidiaries of the company is available on the website of thecompany (http://www.cyient. com/investors/corporate-governance) Policy on dealing withrelated party transactions is available on the website of the company(http://www.cyient.com/ investors/corporate-governance)

The company has formulated and published a Whistle Blower Policy to provide VigilMechanism for associates including directors of the company to report genuine concerns.The provisions of this policy are in line with the provisions of the section 177(9) of theAct and the SEBI (LODR) Regulations 2015 (http://www.cyient.com/investors/corporate-governance).

CEO's DECLARATION

Pursuant to the provisions of Regulation 17 of the SEBI (LODR) Regulations 2015 adeclaration by the Managing Director & CEO of the company declaring that all themembers of the board and the senior management personnel of the company have a rmedcompliance with the Code of Conduct of the company is enclosed as Annexure ‘J'.

The CEO/CFO certification to the board pursuant to Regulation 17 of the SEBI (LODR)Regulations 2015 is enclosed as an Annexure ‘K'.

ACKNOWLEDGMENTS

The board of directors expresses its thanks to the company's customers shareholdersvendors and bankers for their support to the company during the year. Your directors wouldlike to make a special mention of the support extended by the various Departments of theCentral and State Governments particularly the Software Technology Parks of IndiaDevelopment Commissioners - SEZ Department of Communication and Information Technologythe Direct and Indirect tax authorities the Ministry of Commerce the Reserve Bank ofIndia Ministry of Corporate A airs/Registrar of Companies Securities and Exchange Boardof India the Stock Exchanges and others and look forward to their support in all futureendeavours.

Your directors wish to place on record their deep sense of appreciation for thecommitted services of the associates of the company at all levels.

For and on behalf of the Board
B.V.R. Mohan Reddy
Executive Chairman
(DIN-00058215)
Place : Hyderabad
Date : 20 April 2017