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Cyient Ltd.

BSE: 532175 Sector: IT
NSE: CYIENT ISIN Code: INE136B01020
BSE LIVE 09:29 | 08 Dec 499.90 -0.80
(-0.16%)
OPEN

505.00

HIGH

506.00

LOW

499.90

NSE LIVE 09:45 | 08 Dec 502.95 -0.35
(-0.07%)
OPEN

505.20

HIGH

505.20

LOW

501.50

OPEN 505.00
PREVIOUS CLOSE 500.70
VOLUME 70
52-Week high 555.00
52-Week low 370.50
P/E 17.00
Mkt Cap.(Rs cr) 5625.87
Buy Price 502.60
Buy Qty 1.00
Sell Price 504.45
Sell Qty 10.00
OPEN 505.00
CLOSE 500.70
VOLUME 70
52-Week high 555.00
52-Week low 370.50
P/E 17.00
Mkt Cap.(Rs cr) 5625.87
Buy Price 502.60
Buy Qty 1.00
Sell Price 504.45
Sell Qty 10.00

Cyient Ltd. (CYIENT) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 24th Directors' Report on the businessand operations of your company for the financial year ended 31 March 2015.

FINANCIAL HIGHLIGHTS

(Amount in Rs. Million)

Consolidated Standalone
Particulars 2014-15 2013-14 2014-15 2013-14
Total Income 28577.0 22233.7 13969.5 12769.2
EBIDTA 5255.9 4271.7 4053.6 3967.3
Finance Cost 57.6 13.7 5.1 3.6
Depreciation 712.8 720.0 618.1 648.7
Profit Before Tax 4455.5 3538.0 3430.5 3315.0
Current Tax 1024.2 1036.0 707.6 763.1
Earlier Years' Tax 24.0 1.3 1.3 -
MAT Credit (2.0) 0.5 (2.0) -
Deferred Tax 50.2 (7.7) 12.0 2.8
Share of profit in associate company 150.4 152.0 - -
Share of loss attributable to Minority interest 22.4 - - -
Profit After Tax 3532.0 2660.0 2711.6 2549.1
Basic Earnings per share (Rs.) 31.48 23.80 24.17 22.81
Diluted Earnings per share (Rs.) 31.37 23.70 24.09 22.71
Interim dividend paid (Rs./ Share) 3.00 2.00 3.00 2.00
Final dividend recommended (Rs./Share) 5.00 3.00 5.00 3.00
Paid up Equity Share Capital 561.8 559.8 561.8 559.8
Reserves 17878.8 15323.4 15244.3 13298.3

APPROPRIATIONS

Dividend

Your directors have recommended a final dividend of Rs. 5 per share (100%) on par valueof Rs. 5 per share. The total dividend including dividend distribution tax (gross) is Rs.676.8 million as against Rs. 633.8 million for the previous year. During the year theboard also declared an interim dividend of Rs. 3.00 per share (60%). The total interimdividend paid including the dividend distribution tax (gross) was Rs. 393.6 million. Theinterim dividend was paid on 29 September 2014. Total dividend (including dividenddistribution tax) as a percentage of profit after tax is 39.5% as compared to 24.9% in theprevious year.

Transfer to Reserves

Your directors have voluntarily transferred Rs. 217.1 million to the General Reserveretaining Rs. 5683.1 million in the Profit and Loss Account.

LIQUIDITY

Your company maintains sufficient cash reserves to meet its operations and strategicobjectives. As at 31 March 2015 your company had liquid assets of Rs. 4760.6 million asagainst Rs. 6208.3 million at the previous year end. These funds have been invested inshort term deposits and mutual funds with scheduled banks 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 2015.

SHARE CAPITAL

Allotment of Shares

Your company has allotted 396452 equity shares of Rs. 5 each to the associates of thecompany and its subsidiaries upon exercise of an equal number of stock options vested inthem pursuant to the extant Stock Option Schemes of the company.

In view of the above allotments the outstanding shares of the company increased from111964613 equity shares of Rs. 5 each to 112361065 equity shares of Rs. 5 each.

NAME CHANGE AND RE-BRANDING

During the year the company changed its name from 'Infotech Enterprises Limited' to'Cyient Limited'. This was done by means of a special resolution passed by postal ballotby the shareholders of the company. The fresh certificate of incorporationevidencing/approving the change of name was issued by the Registrar of Companies AndhraPradesh on 5 May 2014.

This name change is part of the company's re-branding exercise.

STATE OF AFFAIRS/COMPANY’S PERFORMANCE

DNO

With a goal to provide specialized solutions across our customer's value chain theData Transformation Network and Operations (DNO) group has been engaged in wide-ranginglong-term customer engagements that has enabled the company to emerge as a renownedorganization in the industry with marque customers in the sectors addressed.

In the Data Transformation we have over 2 decades of experience in providing variedservices in the geospatial technology and mapping industry. Over the years this DataTransformation group has moved from creating of spatial data to also developing insightsfrom the data positioning itself as an end to end data transformation business.

With some of the world's largest Communication Service Providers and Utilities as ourcustomers this Network & Operations group provides specialized services spanningacross the "Plan - Build - Operate" life cycle of our customers.

This operating unit generated revenues of Rs. 5833.5 million as against previousyear's Rs. 5463.9 million at a growth rate of 6.8%. As a percentage of operatingrevenues this vertical contributed 45.1%. Number of employees - 5047

Engineering

This operating unit provides complete produce life cycle support from product ideationand design engineering through product realization to aftermarket services acrossAerospace & Defense Transportation Industrial Equipment Oil & Gas EnergyMining Semiconductors Consumer and Medical industries. With deep domain knowledgecombined with engineering expertise application know how and innovative business modelsCyient positioning itself as an ideal partner for clients who want to design innovativeproducts faster optimize their engineering costs and improve time to market.

The operating unit generated revenues of Rs. 7106.5 million as against last year'srevenues of Rs. 6764.6 million resulting in an increase of 5.1%. This verticalcontributed 54.9% of the total operating revenues. Number of employees - 3836

Product Realization

This operating unit is the latest entry in Cyient offerings and has been incubated toembark on Cyient's S3 journey. This business unit focuses on building capabilities thatsupport conceptualizing system engineering prototyping testing certification andhigh-value realization for customers and prospects.

Focused on Aerospace & Defense Medical Rail and Industrial this business unit ofthe company offers Design Led Product Realization for its customers by providing subsystems partnerships accelerated product development and customizing product for emergingmarkets.

SUBSIDIARIES

Cyient Europe Limited (CEL) (formerly Infotech Enterprises Europe Limited)

Incorporated in London as Dataview Solutions in 1992 it became a part of the InfotechGroup in1999.

Our services are designed to cater to leading tier-1 and tier-2 telcos large utilitycompanies public sector agencies and commercial businesses. We enjoy long-termrelationships with several of our partners and customers that have built a strongfoundation of trust and reliability.

Cyient Benelux BV (formerly Infotech Benelux BV) based in Breda the Netherlandsprovides support to our business in the Benelux region while the Middle East operationsare managed at the Dubai Office.

We are an ISO 9001 and ISO 27001 certified organization. Leveraging the globalexecution capability of our parent organization we maintain client relationships andensure efficient project management in Europe.

Cyient Inc. (CI) (formerly Infotech Enterprises America Inc.)

Headquartered in East Hartford Connecticut CI provides engineering services in NorthAmerica. We have additional offices across the US and Canada with over 1000 associatesworking in North America alone.

We cater to a broad spectrum of clients from Fortune 500 companies to smallorganizations and local state and federal government agencies generating annualrevenues of over $150M.

We leverage the global delivery capability of Cyient Limited while engaging clients andexecuting projects in the American region.

Cyient GmbH (CG) (formerly Infotech Enterprises GmbH)

Cyient GmbH offers world-class engineering services and solutions in Germany. It wasestablished as Advanced Graphics Software (AGS) in Leonberg Germany in 1992 - a 3DCAD/CAM e-solution software and application provider.

After becoming a part of Cyient Group in 2000 we extended our foray into other serviceareas like GIS and IT solutions. Owing to our large pool of engineering GIS ITresources we provide high-quality services and solutions to our clients with offshorecost advantage and onsite project management

Cyient KK (CKK) (formerly Infotech Enterprises Japan KK)

Established in 2008 in Central Tokyo CKK is a leading engineering service provider inJapan. We provide our end-to-end services and solutions across a wide variety of sectors.

We leverage the global delivery capability of Cyient KK while maintaining clientrelationships and managing projects locally.

Cyient Australia Pty Limited (CAPL)

Headquartered in Melbourne and incorporated during the year 2014-15 CAPL seeks toprovide engineering data and network operations services for Asia Pacific region.Commercial operations of the company will commence during the year 2015-16.

Infotech Geospatial (India) Private Limited (IGIPL)

IGIPL based in Hyderabad addresses geospatial business opportunities in India and theMiddle East. The Indian government's Open Map Policy and Survey of India's large-scalemapping initiatives are unlocking geospatial opportunities in several areas. Theseinclude: land records; urban planning; environment forestry and natural resources;utility infrastructure planning and management; and defence. Similarly the rapid pace ofinfrastructure development in the Middle East has led to a growing demand for geospatialservices in that region.

Infotech Enterprises Information Technology Services Private Limited (IEITSPL)

IEITSPL is based in Hyderabad and offers innovative software solutions and services forthe retail and supply chain sector across the globe.

We have expertise in a wide of variety of software platforms including Internet ande-commerce technologies. Leveraging our huge pool of resources and technical acumen wedeliver cutting-edge and cost-effective solutions and services. With global softwaregiants as our partners we develop end-to-end solutions for the retail sector includingmanufacturing transportation and finance.

Cyient Insights Private Limited (CIPL) (formerly Invati Insights Private Limited)

Cyient acquired a majority stake in Invati Insights Private Limited a Hyderabad Indiaand Troy Michigan USA based datasciences company in October 2014. The company wassubsequently renamed Cyient Insights Private Limited.

CIPL enables customers drive business innovation and deliver quantifiable businessresults through smart data analytics and actionable intelligence. CIPL prides itself onthe unique approach in acquiring managing and analyzing the vast amount of data generatedby sensors embedded in machines and devices and the unmatched commitment to add value tocustomers with the proven global delivery model.

CIPL leverages Cyient's relationships in different verticals such as Auto and HeavyEngineering Aerospace Transportation and Utilities and its global delivery model inexecuting projects.

Rangsons Electronics Private Limited (REPL)

Established in 1993 and headquartered in Mysore Karnataka REPL operates world classproduction facilities to support the requirements for Electronics Manufacturing Services(EMS) and System Integration requirements from customers globally. Cyient acquired amajority stake in REPL in February 2015.

REPL is one of the fastest growing companies with customers in India North AmericaEurope Japan and China. Through a dynamic team of professionals with a relentless focuson Quality and delivery REPL is aiming to be the market leader in High-Mix High-TechElectronic Manufacturing Services in Medical Defense & Aerospace TelecomAutomotive Railways and Industrial segments.

REPL's strategic positioning in the Railways segment is further boosted with thereceipt of IRIS certification an international railway industry standard. Further theNADCAP AC7120 accreditation demonstrates the company's commitment towards customersatisfaction and meeting stringent industry specifications on a global scale.

JOINT VENTURE/ASSOCIATE

Infotech Aerospace Services Inc (IASI)-Associate Company

Established in 2003 in Puerto Rico Infotech Aerospace Services Inc. (IASI) providesengineering outsourcing and other professional services to Defense Aerospace and PowerGeneration Industries. IASI is a venture between Cyient and Pratt & Whitney a pioneerin flight technology.

We also provide engineering and supply chain services including aerospace engineeringmechanical design and software development for military industrial and applications.

Infotech HAL Limited (IHL)-Joint Venture Company

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 offers 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 after market 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 offset program from various originalequipment manufacturers.

Pursuant to Section 129(3) of the Companies Act 2013 a statement containing salientfeatures of the financial statements of company’s subsidiaries in Form AOC-1 isenclosed elsewhere in this report.

BUSINESS RESPONSIBILITY REPORT

The company has suo moto adopted the 'National Voluntary Guidelines on SocialEnvironmental and Economical Responsibilities of Business' issued by the Ministry ofCorporate Affairs (MCA).

The nine areas of business responsibility adopted by the company are briefly describedas follows:

Principle 1: Businesses should conduct and govern themselves with Ethics Transparencyand Accountability.

Principle 2: Businesses should provide goods and services that are safe and contributeto sustainability throughout their life cycle.

Principle 3: Businesses should promote the well being of all employees.

Principle 4: Businesses should respect the interests of and be responsive towards allstakeholders especially those who are disadvantaged vulnerable and marginalized.

Principle 5: Businesses should respect and promote human rights

Principle 6: Business should respect protect and make efforts to restore theenvironment.

Principle 7: Business when engaged in influencing public and regulatory policy shoulddo so in a responsible manner.

Principle 8: Business should support inclusive growth and equitable development.

Principle 9: Business should engage with and provide value to their customers andconsumers in a responsible manner.

The business responsibility report is enclosed as Annexure 'A'.

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 ascreating business impact.The CSR initiatives are conducted through Cyient Foundation. Anelaborate report on CSR is published elsewhere in this annual report. The CSR AnnualReport is enclosed as Annexure 'B'.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

None of the directors of the company is disqualified under the provisions of the Act orunder the Listing Agreement with the Stock Exchanges.

Appointments

Mr. B.V.R. Mohan Reddy was appointed as Executive Chairman on 12 April 2014. Mr.Krishna Bodanapu was appointed as Managing Director & CEO by the board on 24 April2014.

Mr. John Paterson and Mrs. Andrea Bierce were appointed as additional directors of thecompany on 15 October 2014. Mr. John Paterson and Mrs. Andrea Bierce are proposed to beappointed as directors under the provision of section 160 of the Companies Act 2013 atthe ensuing Annual General Meeting (AGM).

At the 23rd AGM of the company held on 17 July 2014 Mr. M.M. Murugappan Mr. K.Ramachandran Mr. Harsh Manglik and Mr. Som Mittal were appointed as independent directorsunder the provisions of section 149 of the Companies Act 2013.

Pursuant to Article 56 of the Articles of Association of your company and theprovisions of Section 152 of the Companies Act 2013 Mr. Thomas Prete Mr. Alain De Taeyeand Mr. Shankar Narayanan retire by rotation at the ensuing AGM and offer themselves forre-appointment.

Pursuant to the provisions of Clause 49 of the Listing Agreement brief particulars ofthe directors who are proposed to be appointed/re-appointed are provided as an annexure tothe notice convening the AGM.

Cessations

Mrs. B. Sucharitha ceased to be Whole Time Director with effect from 12 April 2014. Atthe 23rd AGM held on 17 July 2014 Mrs. B. Sucharitha Mr. Vikas Sehgal and Mr. G. V.Prasad retired by rotation. Your directors place on record their appreciation andgratitude to each of them for their valuable contributions during their tenure asdirectors.

Except as stated above there is no change in the key managerial personnel during theyear.

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 the directors' report.

Number of board meetings during the year

During the year 6 meetings of the board were held the details of which form part ofthe report on corporate governance.

Board evaluation and assessment

The company believes that formal evaluation of the board and of the individualdirectors on an annual basis is a potentially effective way to respond to the demand forgreater board accountability and effectiveness. For the company evaluations provide anongoing means for directors to assess their individual and collective performance andeffectiveness. In addition to greater board accountability evaluation of board membershelps 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 2014-15. The Leadership Nomination & Remuneration Committee has overallstewardship for the process. 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 elicits responses from the directors in a judicious manner -ranging from composition and induction of the board to effectiveness and governance. Italso seeks feedback on board and committee charters strategy risk management and qualityof discussion and deliberations at the board. The Lead Independent Director providesfeedback to the Executive Chairman. The same is discussed and acted upon accordingly atthe 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 17 July 2014till the conclusion of the 28th AGM to be held in the year 2019 subject to ratificationof their appointment at every AGM.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report do not contain anyqualifications reservations or adverseremarks.

Report of the secretarial auditor is given as an annexure which forms part of thisreport (Annexure 'C').

EMPLOYEE STOCK OPTION PLANS

During the year under report the company had the Infotech Associate Stock Option Plansin operation for granting stock options to the associates of the company and its whollyowned subsidiaries in accordance with the Securities Exchange Board of India (EmployeeStock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.

Disclosures pursuant to the above Guidelines and Securities & Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 is enclosed as Annexure 'D'.

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

These are enclosed as Annexure 'E'.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a report onManagement Discussion & Analysis is enclosed as Annexure 'F'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest 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 affairs 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 inaccordance with the provisions of the Act for safeguarding the assetsof 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.

PARTICULARS 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 of theemployees of the Company for the financial year:

Executive Directors Ratio to Median remuneration
B V R Mohan Reddy 91.65
B Sucharitha* 3.38
Krishna Bodanapu 56.89
Non - Executive Directors
M.M. Murugappan 1.94
K. Ramachandran 1.94
Som Mittal 1.94
Harsh Manglik 1.94
John Paterson* 2.02
Andrea Bierce* 2.02

* Since this information is for part of the year the same is not comparable.

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
B.V.R Mohan Reddy 5.6%
Krishna Bodanapu* 280.3%
Ajay Aggarwal 12%
Sudheendhra Putty 10%

*Since this information is for part of the year the same is not comparable.

c. The percentage increase in the median remuneration of employees in the financialyear: 8%

d. The number of permanent employees on the rolls of Company: 10399

e. The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase of 8% in India. The individualincrements varied from 4% to 13 % based on individual performance.

Employees outside India received wage increase varying from 1 % to 3 %. The increase inremuneration 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 of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of key managerial personnel (KMP) in FY’15 Rs. 116756102
Revenue Rs. 12940137647
Remuneration of KMPs (as % of revenue) 0.9
Profit before Tax (PBT) Rs. 3430460583
Remuneration of KMP (as % of PBT) 3.1

g. Variations in the market capitalisation 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 (Rs. lakhs) 563980.18 364780.70 54.60
Price Earnings Ratio 20.77 14.28 45.38

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 publicoffer:

Particulars March 31 2015 IPO Date/ first listing date IPO Price Adjusted IPO price by considering CA * % Change
Market Price (BSE) 503.6 September 25 1997 87.70 7.31 6791
Market Price (NSE) 501.9 September 30 1998 124.30 10.36 4745

* Adjusted for corporate action (CA) 1:1 bonus issue in 2002 and 2010 Sub divided 1share of Rs. 10 into 2 shares of Rs. 5 in 2006 One bonus share issue for every 2 shares ofRs. 5 each 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 average annual increase was around 8%. However during the course of the year thetotal increase is approximately 8% after accounting for promotions and other event basedcompensation revisions.

Increase in the managerial remuneration for the year was 46%.

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

(Amount in Rs.)

B.V.R. Mohan Reddy Executive Chairman Krishna Boadanapu MD & CEO Ajay Aggarwal Chief Financial Officer Sudheendhra Putty Company Secretary
Remuneration in FY15 56751883 35227616 12914163 1890162
Revenue 12940137647
Remuneration as % of revenues 0.44% 0.27% 0.10% 0.01%
Profit before Tax (PBT) 3430460583
Remuneration (as % of PBT) 1.65% 1.30% 0.38% 0.06%

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 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 the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:

None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate annexure forming part of thisreport. Further the report and the accounts are being sent to the members excluding theaforesaid annexure.

In terms of Section 136 of the Act the said annexure is open for inspection at theRegistered Office of the Company. Any shareholder interested in obtaining a copy of thesame may write to the Company Secretary.

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 Company will continue to uphold the true spirit of Corporate Governance andimplement the best governance practices. A report on Corporate Governance pursuant to theprovisions of Clause 49 of the Listing Agreement forms part of the Annual Report. Fulldetails of the various board committees are also provided therein. As required underClause 49 of the Listing Agreement the Auditors' Certificate regarding compliance ofconditions of corporate governance is enclosed as Annexure 'I'.

DISCLOSURE REQUIREMENTS

Details of the familiarization programme of the independent directors are available onthe website of theCompany (http:/ /www.cyient.com/investors/corporate-governance).

Policy for determining material subsidiaries of the Company is available on the websiteof the Company (http:// www.cyient.com/investors/corporate-governance).

Policy on dealing with related party transactions is available on the website of theCompany(http://www.cyient.com/ investors/corporate-governance).

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the section 177(9) of the Actand the revised Clause 49 of the Listing Agreements with stock exchanges(http://www.cyient.com/investors/corporate-governance).

The company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All associates of the company are covered under this policy.There were no complaints received under the policy during 2014-15.

CEO's DECLARATION

Pursuant to the provisions of clause 49 (II)(E) of the Listing Agreement a declarationby the Managing Director & CEO of the company declaring that all the members of theboard and the senior management personnel of the company have affirmed compliance with theCode of Conduct of the company is enclosed as Annexure 'J'.

The CEO/CFO certification to the board pursuant to clause 49(V) of the listingagreement is enclosed 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 Affairs/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 : April 23 2015

Note: Except as otherwise stated all the numbers in the Directors’ Report are onstandalone basis.

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