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GSS Infotech Ltd.

BSE: 532951 Sector: IT
NSE: GSS ISIN Code: INE871H01011
BSE 00:00 | 20 Apr 69.15 -2.40
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OPEN 70.00
PREVIOUS CLOSE 71.55
VOLUME 154459
52-Week high 74.90
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 70.00
CLOSE 71.55
VOLUME 154459
52-Week high 74.90
52-Week low 19.00
P/E
Mkt Cap.(Rs cr) 117
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GSS Infotech Ltd. (GSS) - Director Report

Company director report

Dear Members

We are delighted to present the report on our business and operations for the financialyear ended 31st March 2017

FINANCIAL RESULTS

The Company's Financial results (standalone & consolidated) for the year ended 31stMarch 2017 is provided in the Annual Report.

(` in Lakhs)

Particulars

Consolidated

Standalone

2016-17 2015-16 2016-17 2015-16
Net sales/income from operations 15486.22 21372.71 2339.53 2982.82
Less: Direct cost 3091.81 7459.56 279.15 220.04
Indirect Cost 12239.12 13508.58 2098.71 2379.05
Profit / (Loss) from operations before other

155.29

404.57

(38.32)

383.73

income finance costs and exceptional items
Other income 86.85 226.29 78.13 222.37
Profit / (Loss) from ordinary activities before finance costs and exceptional items

242.14

630.86

39.80

606.10

Finance costs 157.15 217.52 76.12 139.57
Profit / (Loss) from ordinary activities after finance costs but before exceptional items 84.99 413.34 (36.32) 466.53
Exceptional items* 5284.38 - 4324.49 -
Profit / (Loss) from ordinary activities before tax

(5199.40)

413.34

(4360.80)

466.53

Tax expense 637.97 43.30 631.14 25.84
Net Profit / (Loss) from ordinary activities after tax

(5837.36)

370.04

(4991.94)

440.69

Net Profit / (Loss) for the period

(5837.36)

370.04

(4991.94)

440.69

*In the Financial Year 2016-17 the Company had provided for Rs. 3329.58 lakhs towardsdiminution in the value of Company's Investment in Wholly owned foreign subsidiariesconsequent upon sale of one of the step down WOS as per the audited financials of WOS.Further exceptional items include old advances not recoverable amounting to Rs.800 lakhsand reversal of lapsed advance tax of Rs.194.90 lakhs.

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the financial year ended 2016-17 and thedate of this report.

I. STATE OF COMPANY'S AFFAIRS

GSS primary focus is in the ADMS (Application Development and Maintenance Services)IMS (Infrastructure Management Services) and Healthcare services while our major revenuecontributor has been Professional Services. We continue to execute our business operationsunder the same units as last year. As we continue to meet customers we remain convincedof the huge potential our company has given the services we offer today. We not onlyintend to leverage on our existing customer base to drive growth we will also be focusingon emerging technologies in the Business Intelligence and Analytics areas which will bedriving transformation and be within the demand circle.

II. CONSOLIDATED ACCOUNTS

The consolidated financial statements of your Company for the financial year 2016-17are prepared in compliance with applicable provisions of the Companies Act 2013Accounting Standards and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as prescribed by the Securities and Exchange Board of India (SEBI). Theconsolidated financial statements have been prepared on the basis of audited financialstatements of the Company its subsidiary companies as approved by their respective Boardof Directors.

III. SUBSIDIARIES

A separate statement (Form No. AOC-1) containing the salient features of financialstatements of all subsidiaries of your Company forms part of consolidated financialstatements in compliance with Section 129 and other applicable provisions if any of theCompanies Act 2013. The financial statements of the subsidiary companies and relatedinformation are available for inspection by the members at the Registered Office of yourCompany during business hours on all days except Saturdays Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of theCompanies Act 2013. Any member desirous of obtaining a copy of the said financialstatements may write to the Company Secretary at the Registered Office of your Company.The financial statements including the consolidated financial statements of subsidiariesand all other documents required to be attached to this report have been uploaded on thewebsite of your Company www.gssinfotech.com

Pursuant to the applicable provisions of Companies Act 2013 and SBI (ListingObligations and Disclosure Requirements) Regulations 2015 the members of GSS InfotechLimited in their 12th Annual General Meeting held on 30th September2015 had given their consent to the Board for disposal of the entire investment of theCompany held through its wholly owned subsidiary GSS Infotech Inc (Delaware) in itsnon-profit making step down wholly owned subsidiary i.e. GSS Infotech NY Inc also amaterial subsidiary of the Company. GSS Infotech NY Inc. located in 1762 Central AvenueAlbany NY 12205 has been sold on July 1st 2016 at such terms and conditionsagreed for and would not form part of the financials of the Company with effect from July1st 2016.

IV. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms an integral part of this Report and givesdetail of the overall industry structure developments performance and state of affairsof the Company's various businesses during the financial year ended 31st March2017 is enclosed as Annexure [F] to this report.

V. CORPORATE GOVERNANCE REPORT

In compliance with the Regulations 34 of Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance forms anintegral part of this Report and is enclosed as Annexure [G] to this report.

VI. DIVIDEND

The Board of Directors did not recommend dividend for the financial year ended 31stMarch 2017.

VII. PUBLIC DEPOSITS

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Madhukar Chimanlal Sheth (DIN: 00593586) and Mr. Ramesh Yerramsetti (DIN:00379850) Non-Executive Directors are liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the resolutionpassed in the Annual General Meeting held on 30th September 2014 and beingeligible have offered themselves for re-appointment. Appropriate resolutions for theirre-appointment are being placed for your approval at the ensuing AGM. Your Directorsrecommend the re-appointment of Mr. Madhukar Chimanlal Sheth (DIN: 00593586) and Mr.Ramesh Yerramsetti (DIN: 00379850) as Non-Executive Directors of your Company.

Mr. Padmarao G.S. Lakkaraju and Mr. A Prabhakara Rao have been appointed as Non-ExecutiveIndependent Additional Director of the Company with effect from 08th August2017 till the ensuing Annual General Meeting and recommend their appointment to theshareholders as a Non-Executive Independent Director of the Company for a term of 5 years.

Mr. Patri Venkataramakrishna Prasad has resigned from the Board of Directors of theCompany with effect from 08th August 2017.

Mr. Keerthy Jaya Tilak has resigned as Chairman and Independent Director of the Companywith effect from 10th August 2017.

Key Managerial Personnel:

Mr. Bhargav Marepally is the Managing Director and Chief Executive Officer of theCompany.

Mr. Sanjay Heda is the Chief Financial Officer of the Company.

Mrs. Esha Sinha is the Company Secretary and Compliance Officer of the Company

The Key Managerial Personnel have been appointed in accordance with the provisions ofsection 2(51) 203 of the Companies Act 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Mr. Bhargav Marepally Managing Director & CEO Mr. Sanjay Heda CFO and Mrs. EshaSinha Company Secretary & compliance officer are the Key Managerial Personnel of yourCompany in accordance with the provisions of Sections 2(51) 203 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (including any statutory modification(s) or re-enactment(s) for the time being inforce).

Annual Evaluation of Board's Performance:

In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand the Listing Regulations the Board of Directors on recommendation of the Nominationand Remuneration Committee have annually evaluated the effectiveness of theBoard/Director(s) for the financial year 2016-17.

IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force). The salient aspects covered in theNomination and Remuneration Policy has been outlined in the Corporate Governance Reportwhich forms part of this report. None of the Directors draw remuneration from the Companyother than sitting fees paid to the eligible directors.

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure [B] to this report andis also available on the website of your Company (www.gssinfotech.com).

X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are setout in the Corporate Governance Report which forms an integral part of this Report

XI. DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asListing Regulations.

XII. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourCompany confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable Accounting standards and Schedule III of the Companies Act2013 (including any statutory modification(s) or re-enactment(s) for the time being inforce) have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2017 and ofthe profit and loss of the Company for the financial year ended 31st March2017;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the Provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) The annual accounts have been prepared on a ‘going concern' basis;

(e) Proper Internal Financial Controls laid down by the Directors were followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

XIII. AUDITORS AND AUDITOR'S REPORT

The Statutory Auditors of the Company M/s. Sarath and Associates CharteredAccountants (Firm Registration No. 005120S) were re-appointed by the members at the 13thAGM held on 30th September 2016 for a term of three (3) years till theconclusion of the 16th Annual General Meeting of your company to be held in2019 in accordance with section 139 of the Companies Act 2013.

The Auditors' Report issued by the Statutory Auditors for the financial year ended 31stMarch 2017 forms part of this Report and does not contain any Audit qualification forwhich the reply of Directors is required.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force).

XIV. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Mohammad Anwar Ul Haq Abdul Mannan from M/s. AMAM & AssociatesPracticing Company Secretaries (Membership No:33676 and CP No: 12553) Hyderabad toconduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexedherewith as Annexure [C] to this Report. The Board of Directors reply to thecomments/qualifications/observations by the Secretarial Auditor is as follows:

The Composition of the Board was not in order for the period 1st April 2016to 31st March 2017 in violation of section 149 of the Companies Act 2013 andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Reply: Due to change in the Independent Status of Mr. Patri VenkataRamakrishnaPrasad from Independent Director to Non- Independent Director of the Company thecomposition of the board is not in order. The Company is making utmost efforts to bringthe composition in order to have an appropriate mix of Independent and Non-IndependentDirectors and to ensure Compliance with section 149 of the Companies Act 2013 andRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

XV. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure [D] tothis Report.

XVI. RELATED PARTY TRANSACTIONS

During the financial year 2016-17 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arms' length basis and in accordance with the provisions of theCompanies Act 2013 Rules issued thereunder and Listing Regulations. During the financialyear 2016-17 there were no transactions with related parties which qualify as materialtransactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard -18 are set out in point 16 of the notes to the standalone financial statements formingpart of this Annual Report.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure [E] tothis Report.

XVII. LOANS AND INVESTMENTS

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

A. Details of investments made by the Company.

(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31stMarch 2017:

(In Indian `)

Particulars 31st March 2017 31st March 2016
GSS Infotech Inc (Delaware)
1500 (31-March-2016: 1500) equity shares of $ 1 each fully paid up in GSS Infotech Inc (Delaware) 540522338 873480744
GSS Healthcare IT Solutions Private Limited
9990 (31- March-2016: 9990) Equity Shares of Rs. 10/- Each fully paid up in GSS Healthcare IT Solutions Private Limited. 99900 99900
GSS IT Solutions Private Limited
9990 (31- March-2016: 9990) Equity Shares of Rs. 10/-
Each fully paid up in GSS IT Solutions Private Limited. 99900 99900

(ii) Investments in Debt Instruments by the Company as at 31st March 2017:Nil

B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant toclause 32 of the Listing Agreement as at 31st March 2017:

(In Indian `)

Name of Subsidiary Balance as at 31.03.2017 Balance as at 31.03.2016
GSS Infotech Inc (Delaware) 143778485 149385953
GSS IT Solutions Pvt. Ltd 1850000 1850000
GSS Healthcare IT Solutions Pvt. Ltd 14821533 14811533

These amounts are advanced to fully owned subsidiaries towards carrying out theprincipal business activities of the subsidiaries. These funds are utilized in the regularcourse of business by the subsidiaries and shall be received back. Interest is not chargedsince these amounts are advanced to subsidiaries for the purpose of overall growth of thebusiness of the GSS Group.

C. There are no guarantees issued by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder.

XVIII.EMPLOYEE STOCK OPTION SCHEME:

The Stock exchanges accorded in-principal approval for listing of 2000000 sharesunder the GSS Infotech Limited Restricted Employee Stock Option Plan 2013. However noshares were granted to the eligible employees during the financial year ended 31stMarch 2017.

XIX. VIGIL MECHANISM

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors have formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of the SEBI Listing Regulation. The policy provides for a framework andprocess whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. More details on the vigil mechanism and the Whistle Blower Policy of yourCompany have been outlined in the Corporate Governance report which forms part of thisreport.

XX. INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate Internal Financial Controls with reference tothe financial statements some of which are outlined below:

Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions if any of the Companies Act2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevant provisions ofthe Companies Act 1956 to the extent applicable. These are in accordance with generallyaccepted accounting principles in India. Changes in policies if any are approved by theAudit Committee in consultation 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 in preparing its financial statements makes judgments and estimates basedon sound policies and uses external agencies to verify/validate them as and whenappropriate. The basis of such judgements and estimates are also approved by the Auditorsand Audit Committee.

The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary.

Your Company has a code of conduct applicable to all its employees along with a WhistleBlower Policy which requires employees to update accounting information accurately and ina timely manner. Any non-compliance noticed is to be reported and actioned upon in linewith the Whistle Blower Policy. Your Company gets its standalone accounts audited everyquarter by its Auditors.

XXI. RISK MANAGEMENT

The Board regularly discusses the significant business risks identified by theManagement and the mitigation process to be adopted by the Company. At present thereexists no element of risk which threatens the existence of the Company.

XXII. 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.

XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions under Section 135 of the Companies Act 2013 are not applicable toyour Company.

XXIV.REPORTING UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.

XXV. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

i. Details of Conversation of Energy:

Your Company's operations consume very low levels of energy. It is pleasure to announcethat your Company's technology center has latest technology energy management system basedon human occupancy. As the cost of energy consumed by the Company forms a very smallportion of the total costs the impact of changes in energy cost on total costs isinsignificant.

ii. Technology absorption adaptation and innovation

Your Company is a technology driven organization and understands the importance oftechnical expertise from time to time. It has successfully built such expertise over aperiod of years and shall continue to with emerging technologies to be on a leading edgeto offer its customers the state of art solutions.

Your Company's quality systems are ISO 9001:2008 and ISO 27001:2005 certified whichreflects a high degree of technology absorption adoption and innovation across variousoperating layers within the Company. During the year technology absorption activitieshave mainly created on:

Network Operations Center

Disaster Recovery Center

IT Infrastructure Management

Offshore Development Center using BOT delivery model

Software Testing Service using SaaS Model

Wholly owned subsidiary rendering BPO healthcare services in India. iii. ForeignExchange Earnings and Outgo a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company aregeared to increase the business of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:

Particulars 2016-17 (`) 2015-16 (`)
Foreign Exchange expenditure (on Accrual basis) 72372133 100003383
Foreign Exchange earned (on Accrual basis) 149896782 196140299

XXVI.APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.

Your Directors sincerely convey their appreciation to customers shareholders vendorsbankers business associates regulatory and government authorities for their continuedsupport.

Place: Hyderabad Keerthy Jaya Tilak Bhargav Marepally
Date: 08th August 2017 Chairman CEO & Managing Director

Annexure [A] to Board's Report

FINANCIAL PERFORMANCE OF SUBSIDIARIES

The financial performances of each of the subsidiaries included in the consolidatedfinancial statements are detailed below:

Amount in ‘ (Lakhs)

Name of the Subsidiary/ Joint Venture Company

Turnover

Profit/(Loss) Before Tax

Profit/(Loss) After Tax

Current Period Previous Period Current Period Previous Period Current Period Previous Period
A Subsidiaries:
1 GSS Infotech Inc* (A Delaware Company) 13770.46 18081.85 (4157.23) 46.72 (4164.47) 29.07
2 GSS IT Solutions Private Limited - - (4.12) (0.23) (3.71) (0.23)
3 GSS Healthcare IT Solutions Private Limited - 43.84 (1.15) (87.47) (1.15) (87.28)

*Pursuant to the applicable provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the members of GSS InfotechLimited in their 12th Annual General Meeting held on 30th September2015 had given their consent to the Board for disposal of the entire investment of theCompany held through its wholly owned subsidiary GSS Infotech Inc (Delaware) in itsnon-profit making step down wholly owned subsidiary i.e. GSS Infotech NY Inc also amaterial subsidiary of the Company. GSS Infotech NY Inc. located in 1762 Central AvenueAlbany NY 12205 has been sold on July 1st 2016 at such terms and conditionsagreed for and would not form part of the financials of the Company with effect from July1st 2016.

Information required under Section 197 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of your Company for the financial Year 2016-17 is as follows:

(Amount in `)

Name of Director Total Remuneration Ratio of remuneration of director to the Median remuneration
Mr. Bhargav Marepally Nil Nil
Mr. Ramesh Yerramsetti 80000 0.21
Mr. Madhukar Sheth 120000 0.31
Mr. Mark Silgardo Nil Nil
Mr. Patri VenkataRamakrishna Prasad 80000 0.21
Mr. Keerthy Jaya Tilak 210000 0.55
Mrs. Nagajayanthi Das Juttur Ragavendra 210000 0.55

Notes:

1. The information provided above is on standalone basis.

2. The aforesaid details are calculated on the basis of remuneration for the financialyear 2016-17.

3. The remuneration to Directors is only the sitting fees paid to them for thefinancial year 2016-17. The sitting fees for attending each of the Board and otherCommittee meetings is Rs. 20000/- respectively. The sitting fees for attendingIndependent Directors meeting is Rs. 10000/-.

4. Median remuneration of the Company for all its employees is Rs. 384000 for thefinancial year 2016-17.

B. Details of percentage increase in the remuneration of each Director CFO &Company Secretary in the financial year 2016-17 are as follows*:

(Amount in ‘)

Name of the Director/ Chief Financial Officer/ Designation

Remuneration

Increase/ (Decrease) (%)
Company Secretary
2016-17 2015-16
Mr. Bhargav Marepally Managing Director Nil Nil Nil
Mr. Ramesh Yerramsetti Director 80000 60000 25.00
Mr. Madhukar Sheth Director 120000 100000 (00.00)
Mr. Mark Silgardo Director Nil Nil Nil
Mr. Patri VenkataRamakrishna Prasad Director 80000 80000 (00.00)
Mr. Keerthy Jaya Tilak Director 210000 190000 10.00
Mrs. Nagajayanthi Das Juttur Ragavendra Director 210000 190000 10.00
Mr. Lalit Kumar Tiwari* CS 164863 488311 *
(resigned on 05.08.2016)
Ms. Esha Sinha* CS 248909 - *
(appointed on 13.08.2016) *
Mr. Sanjay Heda* CFO 2745832 2325964 *

1. The information provided above is on standalone basis.

2. *Percentage increase in remuneration not reported as they were holding the office ofDirectorship/CS for part of the financial year 2015-16 or 2016-17.

3. The remuneration to Directors is only the sitting fees paid to them for thefinancial year 2016-17.

C. Percentage increase/ (Decrease) in the median remuneration of all employees in thefinancial year 2016-17:

(Amount in `)

2016-17 2015-16 Increase/ (Decrease) (%)
Median remuneration of all employees per annum 384000 130042 195.29

D. Number of permanent employees on the rolls of the Company as on 31stMarch 2017:

Executive/Manager cadre 15
Staff 186
Operators/Workmen 3
Total 204

E. Comparison of average percentage increase/decrease in salary of employees other thanthe key managerial personnel and the percentage increase in the key managerialremuneration:

(Amount in `)

2016-17 2015-16 Increase/Decrease (%)
Average Salary of all employees other than
Key Managerial Personnel 298561 254449 17.34
Salary of CEO & MD (Key Managerial Personnel) Nil Nil Nil
Salary of CFO & CS* (Key Managerial Personnel) 3159604 2814275 *

The above information is being provided on Standalone Basis.

*The CFO & CS was employed for part of the financial year of 2016-17 or 2015-16.Hence the Increase/ decrease have not been reported.

F. Affirmation:

Pursuant to Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 it is affirmed that the remuneration paid to the Directors Key Managerial Personneland senior management is as per the Remuneration Policy of your Company.

G. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

1. Names of the top ten employees in terms of the remuneration drawn during thefinancial year 2016-17 are as follows:

Emp Name Date of Joining Designation Function Age Overall Exp (In Yrs) Excl. GSS GSS Exp (In Yrs) Qualification Previous Employer Remuneration Drawn (in Rs.)
1 Rajeev Shukla 11-Jul-16 CTO-Head of Strategy Corporate 48 22 0.75 B.Tech Raaga Technologies Pvt Ltd 3936632
2 Sudhanshu Ravella 23-Jan-14 Sr. Vice President - Operations & Strategy Corporate 51 25.5 3.25 M.S Virtify - Hyderabad 2781417
3 Sanjay Heda 6-May-15 Chief Financial Officer Corporate 36 13.2 1.90 CA Indus Renewable Energy India Private Limited 2745832

 

Emp Name Date of Designation Joining Function Age Overall Exp (In Yrs) Excl. GSS GSS Exp (In Yrs) Qualification Previous Employer Remuneration Drawn (in Rs.)
4 Chandrakant Shivshankar Mashalkar 1-Mar-16 Service Delivery Manager IMS 40 11.3 1.3 BA Symantac Software Ind Pvt Ltd 2173930
5 Arun Kumar Guggilam 12-Aug-14 Program Manager - IMS IMS 43 18 2.93 B.SC PALS Global Solutions Private Limited 2150702
6 Mitra Pokkuluri 17-Dec-07 General Manager Finance and 53 22 9.6 B.Com M/S Uganda Transport Agencies 2079294
7 Mukesh Bedval 21-Sep-15 Sr. Solution Architect ADMS 37 10.8 1.8 B Sc IQuadra Pvt. Ltd 1943064
8 Ayan Banerjee 1-Sep-14 Head - Strategic Sourcing Strategic Sourcing 42 15.9 2.57 BHMCT Aster Telesolutions Inc Milpitas Ca 1903538
9 Surya Narayana Raju Naraveni 22-Sep-14 Data Modeler - Informatic a ADMS 46 16 2.8 B.E Teksystems Hyderabad 1859429
10 Mohammed Abdul Wajeed 9-Dec-13 Sr. Exchange Administrator IMS 34 11.8 3.6 BA Wipro BPO 1569197

2. Employees employed throughout the financial year 2016-17 who were in receipt ofremuneration which in aggregate was not less than Rs. 1.02 Crores: NIL

3. Employees employed for part of the financial year 2016-17 who were in receipt ofremuneration which in aggregate was not less than Rs. 8.50 lakhs per month: NIL