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Datamatics Global Services Ltd.

BSE: 532528 Sector: IT
NSE: DATAMATICS ISIN Code: INE365B01017
BSE LIVE 15:40 | 08 Dec 92.95 8.45
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85.05

NSE LIVE 15:57 | 08 Dec 92.55 8.15
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84.60

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94.00

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OPEN 86.00
PREVIOUS CLOSE 84.50
VOLUME 237749
52-Week high 97.90
52-Week low 41.15
P/E 8.50
Mkt Cap.(Rs cr) 547.85
Buy Price 0.00
Buy Qty 0.00
Sell Price 92.95
Sell Qty 1084.00
OPEN 86.00
CLOSE 84.50
VOLUME 237749
52-Week high 97.90
52-Week low 41.15
P/E 8.50
Mkt Cap.(Rs cr) 547.85
Buy Price 0.00
Buy Qty 0.00
Sell Price 92.95
Sell Qty 1084.00

Datamatics Global Services Ltd. (DATAMATICS) - Director Report

Company director report

On behalf of the Board of Directors I am happy to present the 28thDirectors’ Report of your Company with the Balance Sheet and the Statement of Profitand Loss for the year ended March 31 2016.

FINANCIAL PERFORMANCE

Your Company’s financial performance for the year ended March 31 2016 as comparedto the previous financial year ended March 31 2015 is summarized below:

(Rs. in Million)

(Rs. in Million)

Particulars

Consolidated

Standalone

2015-16 2014-15 2015-16 2014-15
Total Income 8346 8347 2982 1965
Profit before Interest Depreciation and Tax 918 918 590 426
Interest 67 68 55 51
Profit before Depreciation and Tax 851 850 535 375
Depreciation 269 210 123 84
Profit Before Tax 582 640 412 291
Provision for Taxation 138 155 88 38
Profit After Tax 444 485 324 253
Balance Brought Forward from Previous Year 1185 900 1385 1242
Profit Available for Appropriation 1733 1332 1708 1495
Depreciation pursuant to the Transitional Provisions as per Companies Act 2013 0 25 0 18
Dividend 57 78 44 59
Tax on Dividend 12 15 6 8
Transfer to General Reserve 0 30 0 25
Balance Carried Forward 1665 1185 1658 1385

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

Your Company is a global IT and ITeS organization focused on delivering proactive andsmart data to intelligence business solutions helping enterprises across the globeaddress their business challenges. On a Consolidated basis your Company achieved a totalrevenue of Rs. 8346 million as compared to Rs. 8347 million in the previous year. Theprofit after tax for the current year was Rs. 444 million as against Rs. 485 million inthe previous year. The total revenue on a standalone basis is Rs. 2982 million ascompared to Rs. 1965 million in the previous year. The profit after tax for the currentyear was Rs. 324 million as against Rs. 253 million in the previous year.

DIVIDEND

During the year your Board of Directors had declared and paid an interim dividend ofRs. 0.50 per equity share [10%]. In addition to the Interim Dividend and based on theCompany’s performance your Directors are pleased to recommend for approval ofMembers a final dividend of Rs. 0.25 per share [5%] for Financial Year 2015-16. The totaldividend for the Financial Year 2015-16 amounts to Rs. 0.75 per equity share [15%] of facevalue of Rs. 5 each.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve. An amount of Rs.1665 million is proposed to be retained in the Statement of Profit and Loss.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year 2008-09 is due for transfer on October 14 2016 to theInvestor Education and Protection Fund established by the Central Government. More detailsare available on http://www. datamatics.com/investors/unpaidunclaimed-dividend.

ACCEPTANCE OF FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

SUBSIDIARY COMPANIES

The Company has the following Indian subsidiaries (including the step downsubsidiaries) as on March 31 2016:

1. Datamatics Software Services Limited @

2. Cybercom Datamatics Information Solutions Limited

3. Lumina Datamatics Limited

4. CIGNEX Datamatics Technologies Limited

5. Datamatics Vista Info Systems Limited @

6. LDR eRetail Limited (w.e.f August 12 2015)

7. LD Publishing & eRetail Limited (w.e.f October 26 2015)

The Company has the following overseas subsidiaries (including the step downsubsidiaries) as on March 31 2016:

1. Datamatics Global Services Inc. (US)

2. Datamatics Global Services GmbH (Germany)**

3. Datamatics Global Technologies GmbH (Germany) *

4. Datamatics Global Solutions GmbH (Germany) **

5. Datamatics Global Services GmbH d.o.o. in Bosnia

6. Datamatics Technologies UK Limited (UK)

7. Datamatics Infotech Limited (UK)

8. Datamatics Global Services Pty Limited (Australia)

9. Datamatics Global Technologies Limited (Mauritius) 10. Datamatics GlobalTechnologies AG (Switzerland) 11. Datamatics Global Services FZ-LLC (Dubai) 12. LuminaDatamatics Inc. (US) 13. Lumina Datamatics GmbH 14. Lumina Datamatics Assessment andAnalytics LLC (US) $ 15. CIGNEX Datamatics Corporation (BVI) 16. CIGNEX Datamatics Inc.(US) @@ 17. CIGNEX Datamatics Inc. (Michigan) 18. CIGNEX Datamatics GmbH (Germany) 19.CIGNEX Datamatics Pte. Limited (Singapore) 20. CIGNEX Datamatics UK Limited (UK) $$ 21.Duo Design LLC. # 22. Elevondata Holdings Labs Holdings Inc.#

@ Merged with and into Datamatics Global Services Limited vide Bombay High Court Orderdated April 22 2016.

@@ Merged with CIGNEX Datamatics Inc. (Michigan) w.e.f April 01 2016

* In the process of winding-up.

** In the process of liquidation. $ Incorporated in US during the year $$ Incorporatedin UK during the year.

# Acquired during the year.

Pursuant to the provisions of Section 136 of the Act the Financial Statements of theCompany including Consolidated Financial Statements along with relevant documents andseparate Audited Financial Statements in respect of subsidiaries are available on thewebsite of the Company. During the year under review Datamatics Software Services Limited(DSSL) and Datamatics Vista Info Systems Limited (DVISL) subsidiaries of the Company wereamalgamated with and into the Company under Sections 391 to 394 of the Companies Act1956. The Appointed date was April 01 2015. The amalgamation was intended to enable theCompany to consolidate DSSL and DVISL’s operations in a single Company for strongersustainable business enhanced organizational capability and greater financial strength.Pursuant to an order passed by the Honorable High Court of Judicature at Bombay on April22 2016 the Scheme of Arrangement was approved and DSSL and DVISL were amalgamated withand into the Company. As per the terms of the Scheme no shares of the Company will beissued and allotted to the shareholders of DSSL and DVISL. The Scheme was made effectiveon May 13 2016 by filing a copy of the Order with the Registrar of CompaniesMaharashtra Mumbai.

SHARE CAPITAL

As on March 31 2016 the Paid-up Share Capital of the Company is Rs. 294746685/-divided into 58949337 equity shares of Rs. 5/- each fully paid up. During the year therehas been no change in the Paid- up Share Capital of the Company. Pursuant to theamalgamation of DSSL and DVISL with and into the Company the Authorized Share Capital ofthe Company has increased from Rs. 800 million to Rs. 975.5 million.

BOARDOFDIRECTORSANDKEYMANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 ("Act") and theArticles of Association of the Company Mr. Sameer L. Kanodia retires by rotation at theensuing Annual General Meeting and being eligible offer himself for re-appointment.

Independent Director

The Company has received declarations from all Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16(1)(b) of Chapter IV of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. For further detailsof the meetings of the Board please refer to the Corporate Governance Report which formspart of this Report.

BOARD AND COMMITTEE EVALUATION

Criteria of performance evaluation of the Board of Directors including IndependentDirectors are laid down by the Nomination & Remuneration Committee of the Company.Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of the entire Board its Committees and all the Directors based onthe parameters specified in the Report of Corporate Governance. The parameters ofperformance evaluation were circulated to the Directors in the form of Questionnaire.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.

DATAMATICS’ DELIVERY CENTRES IN TIER II CITIES OF INDIA & USA

Datamatics Global Services Limited has had a good experience with establishing deliverycentres in Tier-II cities.

Nashik: Today we are amongst the top two IT and BPO Company in Nashik. The currentstrength at Nashik is approximately 1300. Puducherry: As on today the overallstrength of Puducherry is 600. We have recently acquired and inaugurated an additionalfacility that has the capacity to accommodate an additional 1500 employees and we plan toleverage this centre to augment the growth of Datamatics.

Ahmedabad: The information technology industry has blossomed significantly inAhmedabad and Datamatics today has close to 370 employees in Ahmedabad. USA: Asthe bulk of our operations are in suburbs of Detroit (USA) we are exploring opening adelivery centre in a tier-II city i.e. Kansas in the State of Missouri.

FUTURE GROWTH STRATEGY

Last fiscal was a year of consolidation and deepening our relationships with ourclients. A larger part of our revenue growth was generated from existing clients. We couldachieve this due to our focused approach on client mining and providing customer centricbusiness solutions. This is also reflected in the customer satisfaction survey resultswith many customers giving us a full score.

Today we are one of the major technology and business outsourcing providers to thelargest healthcare payer organization in the US and Europe. We are also a strategicpartner to several large banks in various geographies. Our work with them has not onlybeen appreciated by the end clients but also by industry leaders. Several prestigiousawards that we received during the year are testimony to our innovative work for ourcustomers. In terms of a vertical industry growth we expect strong growth coming from theBanking Finance Securities & Insurance (BFSI) and Transport sectors.

Intelligent Robots called iBots

For the coming years we shall continue to remain focused on a select few major thrustareas. These will revolve around smart automation powered through intelligent robots thatautomate business processes. Datamatics has been successfully using Robotic ProcessAutomation (RPA) technology as a key enabler to help clients in their digitaltransformation journey. Our solutions use iBots which is a family of intelligent robotsto offer improved business efficiency and effectiveness by emulating human actions &decision making process and automating them without making changes to the underlyingsystems and processes. In this process intelligent software ‘robots’ (iBots)take on predictable and repeatable tasks leading to cost reduction while improvingprocess quality and consistency and also enabling greater scalability. Our clients acrosssectors have been able to realize tangible benefits with our innovative approach towardssmart automation which include increased productivity reduced cycle time improvedaccuracy and compliance. Data Labs our R&D Centre captures the true essence of thepath-breaking work that we have been doing. This team has been successfully providingcutting edge solutions by way of developing innovative products and proprietary robots.Some of the path-breaking products that have been developed by Data Labs’ expert teaminclude: 1. iBridge is an award winning smart process automation software robotthat can make complex and tedious manual effort based processes fast accurate and userfriendly. It uses robots to obtain and populate information across multiple softwareapplication and enables two way transfer of information between any two systems withoutthe use of an API.

2. iCM Migrator robot automates the content migration process across multipleECM platforms. It provides an intuitive Graphical User Interface (GUI) that facilitates aneasy way of defining the migration parameters. It also exports the content automaticallyalong with Metadata Security Roles & Groups in a secure manner thus reducing themigration cycle time by 30 to 40%.

3. iClass is an intelligent automatic document classification robot that usesbig data and text analytics. The classification process is based on a hybrid approach thatcombines machine learning rules and content analytics. It makes use of historical datato make the system auto learn the classification rules and then use the same for autoclassifying incoming documents.

4. iConcileoffersbanksasmartandfullyintegratedrobotthat allows them toautomatically reconcile bank statements. The smart automation process involves convertingauto downloaded bank statements to standard MT940 format matching them against SAPentries and showing the auto matches while listing down the mismatches for manualintervention.

5. MarketWatch makes use of robots to provide precise and accurate pricing ofpredefined competitor products. This enables clients to reset product prices on theirrespective portals offer best possible deals and stay ahead of competition.

6. Product Classification makes use of technology and algorithms for patternidentification and to check the correct classification of products. It is achieved byusing robots to crawl on various public domain sites and identify most appropriate productclassification.

Enterprise Intelligence

The digital revolution is reshaping the way business is done and data is at theepicenter of this digital revolution. Every smart business that is planning to stay aheadof the curve is focused on leveraging the power of data to derive enterprise intelligence.

With customers increasingly looking for solutions to manage their ever growing dataneeds and gain business insights our value proposition of helping our customers in their‘Data to Intelligence’ journey has gained positive traction with them.Owning to the business benefits that our customers have been able to realize ourproprietary BI & Analytics tool - nSights was also recognized by the CIOcommunity as the leader in BI & Analytics solution.

Consulting & Advisory Practice

Our Consulting & Advisory Practice that we institutionalized last year has startedshowing positive results. Through our Consulting & Advisory Practice Datamatics hasbeen able to move up the value chain and provide higher value added services whileworking as a strategic partner to its clients. As a result customers are seeing value inthe benefits that our teams of experts have been able to unfold for them.

QUALITY

Quality is the way of life at Datamatics. Every process that we follow every solutionand service we design create and deliver is permeated with the attitude offirst-time-right quality. Like the previous year this year too our Delivery as perCommitment and Quality of Solutions is the strategic theme of the Company. Severalinitiatives have been rolled out to transform the way we look at our customer and executeour projects with the interest and expectations of the customer in mind. Winning accoladesand awards for quality of our deliverables has almost become a habit. We have beencontinuously winning best quality and service awards at events organized by our variousprestigious Fortune 500 customers. This year too has been no different. Your Company isthe first and the only I.T. Company to have won the "International Asia PacificAward" for Quality in Services sector. The Award was won against competition fromhundreds of companies from 38 countries spread across the world including the US JapanAustralia New Zealand Russia Canada China Israel South Korea Peru and Mexico. Wewon the Global Quality Challenge award of one of the fortune 100 organizations for theeighth time. Further significant initiatives of your Company towards quality are:

1. Lean Six Sigma Initiative

Leveraging the proven effective and recognized Lean Six Sigma continues to be one ofthe key strategies to bring in exponential improvements in efficiencies productivity andcustomer delight. This initiative continues to deliver significant benefits to the Companywith improvements in Productivity Efficiency Quality and Customer Satisfaction. Over 350Lean Six Sigma Projects and 1650 Kaizen Projects have been completed since the launch ofthis initiative in 2007. For the past consecutive five years our improvement projectshave been ranked within the top 5 projects out of around 80 projects from multipleindustries and organizations in QIMPRO Conventions. In the last financial year an overallbenefit that includes tangible and intangible benefits of Rs. 22 million with an ROI ofmore than 200% was achieved through these performance improvement methodologies.

The Company has about 25 Six Sigma Green Belt and 40 Six Sigma White Belt certifiedprofessionals along with 6 Six Sigma Black Belt and 1 Six Sigma Master Black Beltcertified professionals. The Company spent over 4000 person hours of training aroundcontinuous improvement in the last financial year.

2. Certifications

Your Company keeping true to its commitment of designing and implementing its QualityManagement Systems as per the global standards and benchmarks has been assessed andcertified on standards such as ISO 9001:2008 SEI - CMMI Version 1.3 high maturity LevelL4 and ITIL. New centers that we added last year have also been assessed and certifiedfor compliance to these standards. As you are aware the thrust and demands on informationsecurity is increasingly becoming stricter. In line with the demands as well as our ownanalysis of the information security landscape we continue to lay great emphasis on theInformation Security Management Systems. Last year we not only retained the ISO27001:2005 certification for our Information Security Management Systems but also broughtall our centers under the purview of the information security management. We also gotcertified to SSAE 16 SOC 1 and SOC 2 requirements with HiTRUST capabilities. We also havebeen certified to HIPAA requirements. These standards are critical standards forFinancial Insurance and Healthcare industries. Our commitment to ensure a robustInformation Security Management System for our customers has been bolstered by thesecertifications. We will continue to strengthen this as we enter the new financial year. Wealso have a dedicated Risk Manager certified to the requirements of ISO 31000 to ensurethat we as an organization have all our processes designed with a risk-based approach.

3. Customer Satisfaction Tracking

Previously we conducted a comprehensive branding survey among our customers to assesstheir priorities and their perceptions about the Company against these priorities. We arehappy to share with you that there is no jarring incongruence between the two. Howeveras an organizational improvement initiative we have identified as shared earlierDelivery as per Commitment and Quality of Solutions.

The Customer Satisfaction and Loyalty index measuring process continues to provideinvaluable insights into our customer’s expectations and our performance vis--visthese expectations. This is done once every six months and captures customer’sfeedback on a wide range of parameters that encompass each aspect of service excellence.We feel proud to share with you that overall our Customer Satisfaction Index has been 4.87on a scale of 1-6 (1 being the lowest and 6 being the highest) with about 75% of ourCustomers rating us "highly satisfied" and "delighted". In addition tothis formal mechanism we also have systems that capture customer feedback receivedthrough other formal and informal channels. The results of these also show an improvingtrend.

4. Metrics and Process Compliance Index

We use a Delivery Index to measure and compare the performance for each Line ofServices (LOS). It incorporates the three key indicators of performance of any project vizQuality Effort and Schedule adherence and a stop light (red-amber-green) dashboard isused to display the performance. In addition regular process compliance checkups andspeedy follow-ups on the corrective and preventive actions have helped us significantlykeep non-compliances in check thereby reduce rework and defects at the source. ProcessCompliance Index (PCI) measures and compares the compliance levels for the different LOSs.The Process Compliance Indices are well above the defined targets.

The defined quality gates ensure that we adhere to process requirements anddeliverables at each of the critical stages of the project. A regular review of this withSenior Management ensures that the processes are on track.

In order to create processes at par with global best practices we have also tied upwith a number of global forums such as ISBSG CSI and PMI to understand and benchmarkourselves against key metrics. We have also introduced advanced statistical tools andanalysis and simulation techniques to improve our ability to predict the performance ofthe projects and thereby take proactive steps and measures to improve the performance.

INTELLECTUAL PROPERTY RIGHTS

Apart from the intellectual Robots (iBots) mentioned in the earlier section of thisDirectors’ Report we have also invested in building core Intellectual Property thatis offered to our clients through our products and solutions some of which are detailedbelow: i-Q an ERP of Document Processing conceived and architected by Dr. Lalit S.Kanodia which uses artificial intelligence and fuzzy logic to process documents. It ismodular configurable and customizable and can recognize type-written hand writtenstructured semi-structured and unstructured documents. i-Q is copyrighted and works in 3modes simultaneously viz. Auto Capture Click and Capture and Manual Keyboarding. SeveralFortune 500 Companies globally and other organizations based out of US UK Germany UAEand India use i-Q. nSights Touch Dashboard is point-and-click data visualizationsolution which allows organizations to create highly interactive dashboards from multipledata sources as data visualization and interactivity is imperative to drive timely databased decisions while keeping an eye on organizational motives and strategies. It helps invisualizing future performance thereby saving cost time and resources while extendingthe reach of IT solutions and maximizing the value of IT investments. It can consolidatemultiple reports and datasets from various locations into a single dashboard – givinga holistic view of an organization’s data. nSights Financial ConsolidationManagement (FCM) is a complete Data Warehouse (DW) model that eliminates the potentialfor errors and reduces the time spent on repetitive manual processes as manual financialreports take several man days for consolidation due to the various formats used indisparate sources and their respective adjustments. These reports are vital fororganizations as they help engage in effective decision-making in accordance with theCompany’s objectives and overall strategies. It caters to standard statutoryreporting requirements for publishing financial statements and for balance sheetconsolidation coupled with extensive analytical reports. With its multicurrencycapabilities automated calculations and adjustments nSights FCM can also addressaccounting and regulatory issues. iMobile is the Professional Mobility Platform forcomplete solution development and operation. iMobile’s Mobility Platform enables youto manage the entire lifecycle of application deployment: from user management through toapplication distribution troubleshooting and reporting. The platform is being used byindependent software vendors and system integrators to bring to market their own mobilesolutions. A set of mobile solutions based on the iMobile platform are developed fororganizations in the transportation field service and construction industries. iPM– is the acronym for Intelligent Process Manager and as the nameindicates it is intended to manage the business process intelligently in terms ofimplementing the business workflows with simplicity flexibility and extensibility in aprocess/domain neutral manner and providing adequate visibility to the whole process flowat run-time / offline as part of business activity monitoring and alerting mechanismsemployed in addition to leveraging the capabilities of nSights for presenting reports /analytical dashboards.

Datamatics Pulse

Our Company has launched a Mobile Application named ‘Datamatics Pulse’for its employees on Android Platform and the same will soon be available on iOS. Theapplication is designed to help the employees manage their leaves outdoor duties andtravel activities.

HUMAN RESOURCES MANAGEMENT AND EMPLOYEE RELATIONS

The entire business is chiefly talent-based and people driven. Employees play asignificant role in the success of the Company and are the key assets of the Company.Hence we precisely term them as ‘Human Capital’. Our Company’sendeavour is to create a work environment that imbibes a positive attitude for excellentperformance. The key areas of the Company’s Human Resource Management (HRM) strategyincludes a comprehensive approach to managing people workplace culture and environment.Managing a strong employer and employee relationship leads to the ultimate success of anorganisation. A strong relationship at any work centre will lead to more qualitative &efficient productivity generate cohesion among the employees and create smooth functionalenvironment.

The HR department of the Company regularly conducts the following programs: "ClimateSurvey" and "Open House" to ensure that employees’ viewsand opinions are taken on board as well as the Company’s larger strategy isdiscussed and shared with them. Both these initiatives have HRD Head and leadership teamsof each LOS to bring a shared understanding of the larger organizational direction. Itrenders the employee a platform to voice their views opinions for the possible areas ofimprovement which in turn enhance employee engagement and fosters direct organizationalGrowth.

New Entrant Observation (NEO): It is a session conducted by the HR Department (HRD)for new entrants after they complete 30 days to get to understand how things are going andgain their feedback. On-Site Visit: It helps in establishing connect with onsiteemployees to address various issues and for continuous to & fro performance andbusiness related information exchange. HRD representative and Account Manager visitemployees once every month. It helps us to understand the communication systemopportunities to collaborate and work environment of both clients & our employees.

Saarathi: With a view to ensure smooth integration of new entrants into theorganization processes systems and work culture a ‘Buddy System’ whichis known as ‘Saarathi’ is in place. Saarathi is the point of contactfriend and guide for the new joinee during initial days within the organization."Saarthi’ associates with the new employee during their first 3 months ofemployment rendering guidance support and share experiences with. This helps "breakthe ice" build a personal connect and create congenial environment for the newemployee making sure that the new hire gets settled fast in the new work environment..

Euphoria - Monthly Departmental Meet: A monthly meeting is conducted by the HRDwhich offers the team an opportunity to interact with each other come together andcelebrate. It provides a platform on monthly basis for the Seniors & HRD to provideupdates to have an element of fun together reward & recognize employees all with amunch & mingle session at the end. It works as a motivator to perform outstandingly.

Long Service Award: Being a 40 year old organization we have many employees whohave helped us grow by displaying strong sense of commitment trust and loyalty with theirlong term association with the organization. These employees are conferred Long ServiceAwards during the Annual Achievers Award Ceremony. The excitement is created amongst theseemployees by felicitating appropriately and infusing a sense of belongingness of being acore member of the Company.

Annual Achievers Award Instant Recognition and Client Appreciation: To motivatehigh performing individuals and teams who have exhibited exemplary commitment havingoutstanding leadership qualities made considerable impact on the business we confer uponthem various performance awards during the Annual Achievers Awards Ceremony and Euphoria.In addition to these there are also 3 kinds of spot awards viz. a) Spot Individual; b)Spot Team; c) Employee of the month to instantly recognize significant achievementexcellence in performance and special contributions by individuals and teams. ‘Praisefor Performance’ is a program that aims at recognising the efforts of employeeswho have received client appreciation in front of a larger audience to induce a sense ofpride and contentment. It is a concerted effort to instil a fresh spirit in the employeesso that they become more spirited and competitive in their performance. iAppreciate: Thesecards are awarded by the Reporting Manager to appreciate their team members at right timefor good work and efforts.

Our Company has rich diversity in its employees with a common aim to excel. A cultureof co-operation and solidarity is infused by celebrating National holidays and festivitiessuch as Independence & Republic Day Diwali Dandiya & Christmas. Initiatives suchas JOSH where employees offer their innovative ideas help to unleash their creativitymaintain a balance between work & life and create a deep sense of bonding amongemployees.

LEARNING & DEVELOPMENT (L&D)

Learning & Development (L&D) conducted the following programs during the year2015-16:

Eagle @ Datamatics:

We have successfully executed 7 phases of Eagles program. The program has been knownacross the organization and industry. All Eagle programs till date have been successfullycompleted with the expected results. Eagle program has helped the organization in creatingpassion and zeal amongst the team members. The team members explored and enhanced theircreativity resourcefulness bonding accountability influencing skills and belief inthemselves. New Eagle 8 Program was launched in January 2016 where 42 new eagles(employees) were inducted with the new strategic objective to be achieved.

Project Management Preparatory Course (PMP):

DGSL is REP – Registered Education Provider for PMP training. We execute PMPtraining for our employees. Our in house trainers train our members by giving a 5 daymodule on PMP. As of today we have 40+ certified PMP professionals who have been trainedinternally to get the certification.

Synergy:

The Team Building Workshop based on experiential learning - It’s a customizedprogram basis the problems faced by the team. The program helps the team and team membersto synergize and become a good working force. It touches and eliminates all the problemsfaced within the team and helps the team to bond in one seamless unit. Till date 42programs have been executed. This program is executed in-house and has managed togenerate immense curiosity amongst the employees and clients who often participateremotely.

Blended Learning:

Training via the WebEx Training tool: The L&D team has expanded their horizonsfor training execution to be done via WebEx for employees across the organization. Withthe help of the tool L&D is able to address the global learning audience with easeand also large audiences effectively. This helps the L&D teams to execute training andparticipants to participate in training from any location. It’s a win-win situationfor all the parties involved. The L&D team records the training for future use andexecutes the pre-recorded training via WebEx.

Recorded WebEx training sessions are made available to employees as and when they feelthe need to revisit any training in case they have missed this during the live session.This has imbibed a continuous learning attitude amongst the employees. eShiksha –eLearning Platform: A new module based eLearning platform was introduced for ouremployees where the employees can learn anytime anywhere at their convenience.

Foreign Languages:

Gaining proficiency in foreign languages enables width of operations for both employeesand the Company. Therefore Datamatics encourages employees to get themselves certified inforeign languages. Accordingly ‘Learn German’ & ‘LearnItalian’ initiatives have been rolled out to encourage employees hone theirlanguage skills in order to better respond to our global clientele.

L&D has clocked 238961 man-hours in the year 2015–16 with an average scoreof 4 on 5.

AWARDS & ACHIEVEMENTS

During the year in recognition of its performance and initiatives the Company(including Subsidiaries & Group Companies) and its employees received several awardssome of which are: Datamatics was awarded the ‘Corporate Excellence- for leveragingIT for Business Performance’ at the Lokmat Corporate Excellence Awards ceremony heldin Mumbai; Datamatics was awarded the ‘Best Health Insurance BPOProvider’ at the Asia Outsourcing Leadership Awards 2016; Datamatics’ sproduct iBridge (Robokey) won the ‘IMC IT Product Award in Large category’ atthe IMC IT Product Awards 2015; Datamatics has been felicitated with the‘CIO’s Choice Awards 2016’ at the CIO’s Choice Awards ceremony held inMumbai; Datamatics won the ‘Semi Annual UHC Operations Global QualityChallenge Award’ for the 8th time in a row at the Asia Outsourcing Leadership Awards2016; Datamatics’ Travel Desk Team was awarded the ‘Most Well PlannedBusiness Travel’ at the 10th Edition of Mice Travel Mart and Leisure & LuxuryTravel Mart Awards ceremony held in Mumbai; Datamatics was honored with‘Technology Partner for Global Transit Revenue Systems Award’;

Datamatics’ Learning & Development team was the proud winner of‘Coaching/Mentoring Program’ and ‘Synergy – Games Based Learning’at the 7th Edition of the LeapVault CLO Awards by Tata Institute of Social Sciences (TISS)held in Mumbai; CIGNEX Datamatics has been recognized with the ‘QualityExcellence Award’ at the prestigious Indian Merchants Chambers – IT Awards 2015held in Mumbai; CIGNEX Datamatics received the ‘Solution Provider of the Year’and the ‘Excellence in Value Creation’ awards at the Lokmat Corporate ExcellenceAwards in Mumbai; CIGNEX Datamatics was felicitated with the ‘CommunityExcellence Award’ by ‘Liferay’ for the 5th consecutive year; CIGNEXDatamatics won the ‘Best Analytics Service in Sales Analytics’ award for itsexpertise in Big Data & Analytics at the 9th Customer FEST Awards 2016 held in Mumbai;CIGNEX Datamatics was awarded the ‘Global HR Excellence’ and ‘EmployerBranding’ awards at the 24th edition of the World HRD Congress 2016; LuminaDatamatics won the ‘eCommerce Service Provider of the Year’ award at theprestigious Asian retail Leadership Awards 2015 held in Dubai; Lumina Datamaticshas been recognized with the ‘Business Excellence in BPO/ITeS’ award at theIndian Merchants Chambers – IT Awards 2015 held in Mumbai; Dr. Lalit S. KanodiaChairman received the ‘Indian of the Year – IT Consulting and BPOServices’ award at 6th Annual India Leadership Conclave and Business LeadershipAwards 2015 by Indian Affairs and Network 7 Media Group; Mr. Rahul L. Kanodia ViceChairman & CEO was featured as ‘Entrepreneur of the Month’ in ‘SiliconReview’ magazine. Ms. Varad Kamini Arora Vice President – Digital Marketing andCommunication at Datamatics received the ‘Leading Woman Award’ for Women OwnedInnovative Project at the 6th Annual Women leaders in India Summit held in Mumbai; Mr.Sajid Patel AVP – Head of Learning & Development and Employee Relations atDatamatics has been recognized amongst the ’25 Most Influential Training andDevelopment Professional’ by the World Training and Development Congress under thebanner of 24th Edition of World HRD Congress 2016;

Ms. Ankita Singh Head HR – India at CIGNEX Datamatics won the prestigious‘Leading Women in Human Resources (IT) Award’ at the 6th Annual Women Leaders inIndia Summit organized under the banner of iiGlobal; Ms. Ankita Singh Head HR– India at CIGNEX Datamatics won the ‘HR Leadership Award’ at the LokmatCorporate Excellence Awards in Mumbai; Mr. PKV Sastry COO at CIGNEX Datamatics wasfelicitated with ‘Exemplary Leader Award’ at the 24th Edition of World HRDCongress 2016 in Mumbai; Mr. Jitendra Rajput and Mr. Ravi Gupta LiferayConsultants of CIGNEX Datamatics have been awarded the ‘Liferay Top Contributor’award; Ms. Nancy Kincade Senior Project Manager managing the book series titled‘Explore our world Student Books Level 1 – 6’ has won the ‘Best inCategory’ for EI – Hi Print Series at the New England Book Show.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company has been following well laid down policy on appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel. A brief of the policyon Director’s appointment and remuneration including criteria for determiningqualifications positive attributes Independence of Director and also remuneration forKey Managerial Personnel and other employees forms part of Corporate Governance Report ofthis Annual Report.

PARTICULARS OF EMPLOYEES

Disclosure with respect to the remuneration of Directors and employees as requiredunder Section 197 of the Companies Act 2013 read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure– A" to this Report.

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of employeesdrawing remuneration in excess of the limits set out in the said Rules forms part of theReport. However having regard to the provisions of the first proviso to Section 136(1) ofthe Companies Act 2013 the Annual Report excluding the aforesaid information is beingsent to the Members of the Company. The said information is available for inspection atthe Registered Office of the Company during the working hours. Any member interested inobtaining such information may write to the Company Secretary at the Registered Officeand the same will be furnished on request.

DATAMATICS’ CODE OF CONDUCT FOR REGULATING TRADING BY INSIDERS

The Board of Directors has adopted the Code of Conduct for regulating trading byinsiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading)Regulation 2015. Our Company is committed to transparency and fairness and strives topreserve the confidentiality of unpublished price sensitive information and prevent misuseof the same. This policy lays down guidelines and procedures to be followed anddisclosures to be made while dealing with the Shares of the Company as well as theconsequences of violation. The Policy has been formulated to regulate monitor and ensurereporting of deals of employees and to maintain highest ethical standards of dealing inCompany’s securities. The Code of Conduct for Regulating of Trading by Insiders isavailable on our website (http://www.datamatics.com/sites/default/files/Code-of-Fair-Disclosure-and-Conduct.pdf)

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge confirms that: (i) in the preparation of the annual accounts forthe year ended March 31 2016 the applicable accounting standards read with requirementsset out under Schedule III to the Act have been followed and there are no materialdepartures from the same; (ii) they have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year ended on that date; (iii)they have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; (iv) they haveprepared the annual accounts on a ‘going concern’ basis; (v) they have laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and are operating effectively; and (vi) they have devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems are adequate and operating effectively.

AUDITORS

Statutory Auditors

The Statutory Auditors M/s. Kanu Doshi Associates LLP Chartered Accountants Mumbaihold office until the conclusion of the forthcoming Annual General Meeting and haveconfirmed their eligibility and willingness to accept the office of the StatutoryAuditors if reappointed. The Company has received a certificate from the above Auditorsto the effect that if they are reappointed it would be in accordance with the provisionsof Section 141 of the Companies Act 2013.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 ("Act")and the Companies (Appointment & Remunerationn of Managerial Personnel) Rules 2014the Company with the approval of the Board appointed Mr. Tushar Shridharani PracticingCompany Secretary to undertake the Secretarial Audit for the financial year ended March31 2016. Mr. Tushar Shridharani has submitted the Report confirming compliance with theapplicable provisions of Act and other rules and regulations issued by SEBI/otherregulatory authorities for corporate law. The Secretarial Audit Report for the financialyear ended March 31 2016 is annexed as "Annexure – B" to thisReport.

INFORMATION ON AUDITORS’ OBSERVATIONS

1) Statutory Auditors:

The report of the Statutory Auditors on Standalone and Consolidated FinancialStatements forms part of this Annual Report. There are no qualifications reservations oradverse remarks made by the Statutory Auditors in their report.

2) Secretarial Auditor:

There are no qualifications reservations or adverse remarks made by the SecretarialAuditors in their report.

CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization’s brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders’ expectations. Our Board exercises fiduciaryresponsibilities in the true spirit of the term. The Companies Act 2013 and SEBI ListingRegulations have strengthened the governance regime in the country. Your Company is incompliance with the governance requirements provided under the Listing Regulations.

Our Report on Corporate Governance together with a certificate from the StatutoryAuditors of the Company forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overview of the industry overview of the business outlook internalcontrols systems and their adequacy risk and concerns and discussion on financialperformance during the financial year.

COMPOSITION OF THE COMMITTEES OF THE BOARD

Audit Committee

The Audit Committee consists of the following members: Mr. R. K. SaraswatChairman; Mr. Sudhir C. Deshpande Member and Mr. Shahzaad S. Dalal Member. For moreinformation please refer the "Corporate Governance Report".

Nomination & Remuneration Committee

The Nomination and Remuneration Committee consists of the following members: Mr. SudhirC. Deshpande Chairman Dr. Lalit S. Kanodia Member Mr. R. K. Saraswat Memberand Mr. Shahzaad S. Dalal Member. For more information please refer the "CorporateGovernance Report".

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee consists of the following members: Mr.Rahul L. Kanodia Chairman; Mr. R. K. Saraswat Member; Mr. Vidur V. BhogilalMember (till September 22 2015) and Mr. Sameer L. Kanodia Member. For more informationplease refer the "Corporate Governance Report".

The Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of the following members: Mr. R. K.Saraswat Chairman and Mr. Sudhir C. Deshpande Member. For more informationplease refer the "Corporate Governance Report"

EMPLOYEE STOCK OPTION PLANS (ESOP)

The Board of Directors on the recommendation of Nomination and Remuneration Committeehave at their meeting held on May 27 2016 approved the closure of Key ESOP Scheme 2006General ESOP Scheme 2007 Key ESOP Scheme 2007 General ESOP Scheme 2011 and Key ESOPScheme 2011. There are no existing granted options in any of the above-mentioned ESOPschemes.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the standalone financial statements provided in this AnnualReport.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has formulated a Policy onRelated Party Transactions which is also available on Company’s website athttp://www.datamatics.com/investors/ corporate-governance. The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.

All contracts / arrangements / transactions entered into by the Company during thefinancial year with related parties were in the ordinary course of business and atarm’s length basis. No Material Related Party Transactions were entered into duringthe financial year by your Company. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2is not applicable. Your Directors draw attention of the Members to Notes to accounts ofthe financial statement which sets out related party disclosures.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 02 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectivefrom December 01 2015 and all listed entities were required to enter into the new ListingAgreement within six months from the effective date. Accordingly the Company has enteredinto the Listing Agreement with BSE Limited and National Stock Exchange of India Limitedwithin the stipulated time.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 mandatedthe formulation of certain policies for all Listed Companies. In compliance with the aboverequirement all our policies are available on our website (http://www.datamatics.com/investors/corporate-governance).The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement.

In addition to its Code of Conduct key policies that have been adopted by the Companyare as follows:

Name of the Policy Brief Description Web Link
Whistleblower/Vigil The Company has formulated and adopted a Whistleblower http://www.datamatics.com/sites/ default/files/WhistleblowerPolicy.pdf.
Mechanism Policy/Vigil Mechanism for its Directors and Employees to report concerns about unethical behavior actual or suspected fraud or violation of Company’s Code of Conduct and ethics.
Corporate Social Responsibility (CSR) Policy The Policy outlines the Company’s strategy for bringing about a transformation in the quality of life of people through social upliftment programs. The CSR vision of our Company is "Employability & Environment" http://www.datamatics.com/sites/ default/files/CSR-Policy-DGSL-Final. pdf
Policy on Material Subsidiaries The Policy is framed to determine Material subsidiaries of the Company and to provide governance framework for such subsidiaries of the Company. http://www.datamatics.com/sites/ default/files/Policy-on-Material- Subsidiaries.pdf
Related Party Transaction Policy Related Party Transactions Policy is framed to ensure the proper approval and reporting of transactions between the Company and its related parties. http://www.datamatics.com/sites/ default/files/Related-Party-Transaction- Policy.pdf
Insider Trading Policy The Policy provides the framework in dealing with the securities of the Company. http://www.datamatics.com/sites/ default/files/Code-of-Fair-Disclosure- and-Conduct.pdf
Policy for determination of Materiality of Events The Policy is framed to provide an overall governance framework for determination of materiality of events / information and to ensure timely and adequate disclosures of material events / information fully fairly correctly and transparently to the concerned authorities. http://www.datamatics.com/sites/ default/files/Policy-on-determination- of-Materiality-of-Events.pdf
Document Retention and Archival Policy The Policy is framed to outline the guidelines for retention and archival for corporate records / documents of the Company. http://www.datamatics.com/sites/ default/files/Document-Retention-and- Archival-Policy.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS RELATED TO FINANCIAL STATEMENTS

The Company’s internal control systems are commensurate with the nature of itsbusiness and the size and complexity of operations. The Audit Committee reviews adequacyand effectiveness of the Company’s internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany’s Risk Management Policies and Systems. Your Company has adopted accountingpolicies which are in line with the Accounting Standards prescribed in the Companies(Accounting Standards) Rules 2006 that continue to apply under Section 133 and otherapplicable provisions if any of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014 and relevant provisions of the Companies Act 1956 tothe extent applicable. These are in accordance with Generally Accepted AccountingPrinciples in India. Changes in policies if any are approved by the Audit Committee inconsultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiariesof your Company. The accounts of the subsidiary companies are audited and certified bytheir respective Auditors for consolidation.

Your Company operates in SAP an ERP system and has many of its accounting recordsstored in an electronic form and backed up periodically. The ERP system is configured toensure that all transactions are integrated seamlessly with the underlying books ofaccounts. Your Company has automated processes to ensure accurate and timely updation ofdata in the underlying ERP system.

The Management periodically reviews the financial performance of your Company and takesnecessary action wherever necessary.

RISK MANAGEMENT POLICY

Your Company has a well defined robust and effectiveInformationSecurityandRiskmitigationsystem.Theinformation security management system basedon International Standard ISO 27001:2005 addresses all concerns and apprehensions towardshandling information that is sensitive and confidential effectively. The purpose of riskmanagement is to achieve sustainable business growth protect Company’s assetssafeguard shareholder’s investment and ensure compliance with applicable laws andregulations. Risk management is controlled by the Risk Management Policy. The policy isintended to ensure that an effective risk management framework is established andimplemented within the Company.

In line with the requirements of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board of Directors has approved theRisk Management Policy to monitor the risks and their mitigating actions.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company during the financial year 2015-16 areannexed as "Annexure – C" to this Report in the format prescribed inthe Companies (Corporate Social Responsibility Policy) Rules 2014.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT - 9 is attached as"Annexure – D".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required in connection with conservation of energy technologyabsorption and foreign exchange earnings and outgo under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 theDirectors furnish herein below the required information:

A. CONSERVATION OF ENERGY: i) Our Company being in IT & ITeS industry ouroperations are not energy intensive. Adequate measures have been taken to conserve energy.ii) The Company has not taken any steps for utilising alternate sources of energy. iii)There were no additional capital investment on energy consumption equipments and proposalsif any being implemented for reduction of consumption of energy as the nature of yourCompany’s operations entails a very low level of energy consumption.

B. TECHNOLOGY ABSORPTION: i) Every effort is made by the Company to update thetechnological skills of its technical staff in order to ensure that they possess adequateskills to enable them to service the Company’s clients. ii) Your Company has notimported any technology during the year under review. iii) Your Company is predominantly aservice provider and therefore has not set up a formal R&D unit. However it continuesto develop software tools and products in its existing delivery setup.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earned in terms : Rs. 1939.14 million of Actual Inflows ForeignExchange Outgo in terms : Rs. 188.08 million. of Actual Outflows

ACKNOWLEDGEMENTS

The Directors thank the Company’s customers shareholders suppliers vendorsbankers financial institutions Governments authorities and other stake holders. We placeon record our appreciation of the contribution made by our employees at all levels. Ourconsistent growth was made possible by their hard work solidarity cooperation andsupport.

For and on behalf of the Board
Dr. Lalit S. Kanodia
Chairman
Place : Mumbai
Date : May 27 2016

"ANNEXURE – A"

To the Directors’ Report

Information required under Section 197 of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is asunder:

(I) Ratio of the remuneration of each Director to the median remuneration of theEmployees of the Company for the financial year 2015-16:

Executive directors Ratio to median remuneration
Dr. Lalit S. Kanodia 69.67
Mr. Rahul L. Kanodia 86.67
Mr. Vidur V. Bhogilal * 22.50
Mr. Sameer L. Kanodia 52.33

 

Non-executive directors Ratio to median remuneration
Mr. R. K. Saraswat 3.07
Mr. Sudhir C. Deshpande 3.07
Mr. Shahzaad S. Dalal 1.17
Mr. Dilip D. Dandekar 2.38
Mrs. Asha L. Kanodia 2.74
Mr. Vinay M. Aggarwal 2.56

* Mr. Vidur V. Bhogilal has resigned w.e.f September 22 2015.

(II) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial officer and Company Secretary in the financial year 2015- 16:

Particulars % Increase in remuneration in the FY
Dr. Lalit S. Kanodia (12.00)
Mr. Rahul L. Kanodia (11.95)
Mr. Vidur V. Bhogilal * (49.81)
Mr. Sameer L. Kanodia (10.29)
Mr. R. K. Saraswat 35.48
Mr. Sudhir C. Deshpande 35.48
Mr. Shahzaad S. Dalal (13.51)
Mr. Dilip D. Dandekar 47.73
Mrs. Asha L. Kanodia 70.45
Mr. Vinay M. Agarwal** 0.00
Ms. Divya Kumat 5.06
Company Secretary
Mr. Siddharth Saboo 0.00
Chief Financial Officer***

*Mr. Vidur V. Bhogilal has resigned w.e.f September 22 2015.

** Mr. Vinay M. Aggarwal was appointed w.e.f May 27 2015 therefore increase inremuneration is not applicable.

*** Mr. Siddharth Saboo was appointed w.e.f November 16 2015 therefore increase inremuneration is not applicable.

(III) The percentage increase in the median remuneration of employees in the financialyear: Nil (IV) The number of permanent employees on the rolls of Company: 3172 (V) Theexplanation on the relationship between average increase in remuneration and Companyperformance: On an average employees received an annual increase of 8% in India. Theindividual increments varied from 5% to 15% based on individual performance. Employeesoutside India received wage increase varying from 1% to 2%. The increase in remunerationis in line with the market trends in the respective countries. In order to ensure thatremuneration reflects Company performance the Performance pay is also linked toorganization performance apart from an individual’s performance. (VI) Comparison ofthe remuneration of the Key Managerial Personnel against the performance of the Company;

Aggregate remuneration of Key Managerial 39.51
Personnel (KMP) in FY 2016 (Rs. in Million)
Revenue (Rs. in Million) 2816.09
Remuneration of KMPs (as % of Revenue) 1%
Profit before tax (PBT) (Rs. in Million) 411.18
Remuneration of KMP (As % of PBT) 10%

(VII) Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year:

Particulars March 31 2016 March 31 2015 % Change
Market Capitalization 3171.47 3964.30 -20%
(Rs. in Million)
Price Earning Ratio 7.22 15.64 -54%

(VIII) Percentage increase over decrease in the market quotations of the shares of theC in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31 2016 IPO date % Change
Market Price (BSE) 54 110 -51%
Market Price (NSE) 53.8 110 -51%

(IX) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averagepercentile increase was around 8% whereas average annual percentile managerialremuneration for the financial year 2015-16 was decreased by 11.03%.

(X) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:

Particulars Dr. Lalit S. Kanodia Mr. Rahul L. Kanodia Mr. Vidur V. Bhogilal Mr. Sameer L. Kanodia Ms. Divya Kumat Mr. Siddharth Saboo
Remuneration in FY 2016 (Rs. in Million) 9.52 11.85 3.08 7.15 6.21 1.71
Revenue (Rs. in Million) 2816.09
Remuneration as % of revenue 0.34% 0.42% 0.11% 0.25% 0.22% 0.06%
Profit before tax (PBT) (Rs. in Million) 411.18
Remuneration of KMP (As % of PBT) 2.32% 2.88% 0.75% 1.74% 1.51% 0.41%

(X) The key parameters for any variable component of remuneration availed by theDirectors:

The key parameters for the variable component of remuneration to the Directors areapproved by the Board as per suggestions of the Nomination and Remuneration Committee. a) Commissionto Chairman & Vice – Chairman: The Commission payable to Dr. Lalit S. Kanodiaand Mr. Rahul L. Kanodia is 1% of the net profits of the Company as computed in accordancewith the provisions of the Companies Act 2013. b) Incentives to other ExecutiveDirectors: The Nomination and Remuneration Committee evaluates the performance ofother Executive Directors. The Committee approved the payment of incentives to otherExecutive Directors based on their performance aligned with the Company’s overallperformance. c) Commission to Non – Executive Directors: The Members have atthe AGM of the Company held on September 23 2014 approved the payment of commission uptothe limit of 0.25% of its net profits of the Company as computed under the applicableprovisions of the Act. The said commission is decided each year by the Board of Directorsand distributed amongst the Non-Executive Directors based on their attendance andcontribution at the Board and certain Committee meetings as well as the time spent onoperational matters other than at meetings. (XI) There are no employees who receiveremuneration in excess of the highest paid Director of the Company.

(XII) Affirmation that the remuneration is as per the remuneration policy of theCompany.

Pursuant to Rule 5 (1) (xii) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 it is affirmed that the remuneration paid to theDirectors Key Managerial Personnel and senior management is as per the RemunerationPolicy of your Company.

"ANNEXURE - B"

TO THE DIRECTORS REPORT

Secretarial Audit Report for the Financial Year ended on March 31 2016

To

The Members - Datamatics Global Services Limited Knowledge Centre Plot No. 58 StreetNo. 17 MIDC

Andheri (East) Mumbai – 400 093

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by the Datamatics Global ServicesLimited ("the Company"). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing my opinion thereon. Based on my verification of theCompany’s books papers minute books forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company its officersagents and authorized representatives during the conduct of secretarial audit I herebyreport that in my opinion the Company has during the audit period covering the financialyear ended on 31 March 2016 ("Audit Period") complied with the statutoryprovisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent in the manner and subject to the reportingmade hereinafter. I have examined the books papers minute books forms and returns filedand other records maintained by the Company for the Audit Period according to theprovisions of: (i) The Companies Act 2013 ("the Act") and the rules madethereunder; (ii) The Securities Contracts (Regulation) Act 1956 and the rules madethereunder; (iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder; (iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; (v) The following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; (b) The erstwhile Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 1992 and The Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 2015 notified with effect from 15May 2015; (c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (d) The Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014; (e) The Securities and Exchange Board of India(Issue and Listing of Debt Securities) Regulations 2008; (f) The Securities and ExchangeBoard of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993regarding the Companies Act and dealing with client; (g) The Securities and Exchange Boardof India (Delisting of Equity Shares) Regulations 2009; and (h) The Securities andExchange Board of India (Buyback of Securities) Regulations 1998. I have also examinedcompliance with the applicable regulations of the following: (a) Secretarial Standardsissued by The Institute of Company Secretaries of India notified with effect from 1 July2015; (b) The erstwhile Listing Agreements entered into by the Company with stockexchanges and The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 notified with effect from 1 December 2015.

During the Audit Period; the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above to the extent applicable.During the Audit Period; no law that specifically was applicable to the Company.

I further report that:

The Board of Directors of the Company is duly constituted with the proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda andnotes on agenda were sent in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting. During the Audit Period all decisions at Board Meetings andCommittee Meetings were carried out unanimously.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the Company had no specific event /actionhaving a major bearing on the Company’s affairs in pursuance of the above referredlaws regulations guidelines standards etc.

Tushar Shridharani
Place : Mumbai Practicing Company Secretary
Date : May 27 2016 FCS 2690/COP 2190

"ANNEXURE - C"

TO THE DIRECTORS REPORT

CORPORATE SOCIAL RESPONSIBILITY

[Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of theCompanies (Corporate Social Responsibility) Rules 2014]

1. A brief outline of the Company’s CSR policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programs:

"Corporate Social Responsibility ("CSR") = Making a Difference"

Much before CSR became a buzzword among Companies in India Datamatics was alreadypracticing it to make a difference and create a positive impact on the communitiescultures societies environment in which it operates.

CSR is a part of corporate strategy at Datamatics to meet the Company’s goals. Itis endorsed by the leadership linked to specific objectives and aligned with corecompetencies. The CSR@datamatics is a carefully outlined plan made in consultation withstakeholders of the Company. The Company drives its CSR initiatives through a corporatebody named ‘ASHA’. Led by Senior Management this initiative is promotedthroughout the Company. Acting responsibly towards the society is a part of the DatamaticsDNA. Datamatics has always been a strong proponent of being a socially responsibleCompany. The CSR policy aims at bringing about a transformation in the quality of life ofpeople through social upliftment programs.

In accordance with the provisions of Section 135 of the Companies Act 2013 your Boardof Directors have constituted a CSR Committee. The Composition and terms of reference ofthe CSR Committee is provided in the Corporate Governance Report. The Corporate SocialResponsibility Policy of the Company as approved by the Board of the Directors isavailable on the Company’s website at http://www.datamatics.com/company/corporate-social-responsibility.

A brief overview of the projects undertaken by the Company:

PROMOTING EDUCATION

Employability Program: As per the CSR initiatives Learning & Development hasinitiated couple of programs exclusively for the Students keeping their employability& professional growth in mind. Your Company has trained thousands of youngsters forthe employability program inclusive of Touch Typing Skill set. Such model was developed togroom fresher and develop them for the future employability and growth.

2. The Composition of the CSR Committee:

The composition of the CSR Committee as on March 31 2016 is as follows:

Name of the Member Nature of Directorship
Mr. Rahul L. Kanodia Chairman Vice Chairman & CEO
Mr. R. K. Saraswat Member Non-Executive Independent Director
Mr. Vidur V. Bhogilal Member Executive Director & CFO (Till September 22 2015)
Mr. Sameer L. Kanodia Member Executive Director

3. Average net profit of the Company for last three financial years: Rs. 32.962 million

4. Prescribed CSR Expenditure (2% of this amount as mentioned in Sr. No. 3 above): Rs.6.592 million.

5. Details of CSR spent during the financial year:

(a) Total amount spent for the financial year: Rs. 1.847 million

(b) Amount unspent: Rs. 4.745 million

(c) Manner in which the amount spent during the financial year is detailed below.

(Rs. in Million)
Sr. No CSR project or activity identified Sector in which The Project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise

Amount spent on the

Cumulative expenditure upto to the reporting period Amount spent : Direct or through implementing agency
Direct expenditure Overheads
1. Training to student Promoting Education Maharashtra Rs. 1.847/- Rs. 1.847/- - Rs. 1.847/- Direct
TOTAL Rs. 1.847/- -

6. In case the Company has failed to spend the two per cent of the average netprofit of the last three financial years or any part thereof the company shall providethe reasons for not spending the amount in its Board report :-

The Company aims at putting CSR expenditure in sustainable model to ensure maximumbenefit to the society. Keeping in mind this aim the Company will endeavor to spend onCSR activities in accordance with the prescribed limits on scalable CSR activities coupledwith new initiatives. However the main objective of the Company is to grow its businessand generate direct and indirect employment as well as to contribute in foreign exchangeearnings.

The Company operates in IT & ITeS Sector which is very sensitive to technologicalchanges which keep occurring at a very rapid pace vis--vis other business sectors.Therefore in order to continue having foothold in the competitive market the Company isrequired to conserve its resources to the best possible extent. Also the Board ofDirectors of the Company have thought it prudent to conserve the resources of the Companyso that they can be deployed for various future growth initiatives and expansion plans bytargeting new customer segments and markets across different regions. Considering theabove business exigencies the Board decided to spend Rs. 1.847 Million on CSR activitiesin the financial year 2015-16.

7. CSR Committee Responsibility Statement:

The CSR Committee confirms that the implementation and monitoring of the CSR activitiesof the Company are in compliance with the CSR objectives and CSR Policy of the Company.

For and on behalf of the Board
Rahul L. Kanodia R. K. Saraswat
Chairman of CSR Committee Director
(DIN: 00075801) (DIN: 00015095)
Place : Mumbai
Date : May 27 2016

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