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OnMobile Global Ltd.

BSE: 532944 Sector: Telecom
NSE: ONMOBILE ISIN Code: INE809I01019
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VOLUME 19136
52-Week high 94.95
52-Week low 51.75
P/E 19.12
Mkt Cap.(Rs cr) 562
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 54.05
CLOSE 53.70
VOLUME 19136
52-Week high 94.95
52-Week low 51.75
P/E 19.12
Mkt Cap.(Rs cr) 562
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

OnMobile Global Ltd. (ONMOBILE) - Director Report

Company director report

Dear Shareholders

The Directors are pleased to present the 17th Annual Report on the businessand operations of the Company together with the audited financial statements for the yearended March 31 2017.

RESULTS OF OPERATIONS FOR THE YEAR 2016-17

Summary of the operations of the Company on standalone basis for the financial year2016-17 is as follows:

(In Rs Million)

Particulars 2016-17 2015-16
Revenue from operations 3049.98 3331.55
Earnings before other income depreciation and amortization finance charges Exceptional item and tax 72.50 341.34
Exceptional item 116.56 2.46
Profit/(Loss) before other income depreciation and amortization finance charges and tax (44.06) 338.88
Profit/(Loss) before tax 490.48 146.99
Profit/(Loss) for the year 426.28 (21.25)
Total Comprehensive Income for the year 377.02 1.44
Equity Share Capital 1043.50 1081.11
Other Equity 5741.07 5899.91
Networth 6784.57 6981.02
Net Block 334.61 279.65
Net Current Assets 2879.58 3399.89
Cash and Cash Equivalents 768.96 840.92
Earnings/ (Loss) per share (Diluted) (in Rs) 4.04 (0.19)

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

Standalone Financials

During 2016-17 the Company recorded net revenue of Rs 3049.98 million as compared toRs 3331.55 million in 201516. The Profit/(Loss) after tax of the Company is Rs 426.28million in 2016-17 as compared to Rs (21.25) million in 201516. The dilutedearnings/(Loss) per share (EPS) is Rs 4.04 per share as compared to Rs (0.19) per share in2015-16.

Consolidated Financials

During 2016-17 the Company recorded consolidated net revenue of Rs 7202.36 millionas compared to Rs 8157.43 million in 2015-16. The consolidated Profit/(Loss) after tax ofthe Company for the year 2016-17 is Rs 140.90 million as compared to Rs (276.83) millionin 2015-16. The consolidated diluted earnings/(Loss) per share (EPS) for the year 2016-17is Rs 1.34 as compared to Rs (2.53) per share in 2015-16.

Appropriations

Dividend

Your directors are pleased to recommend the following dividend for the financial yearended March 31 2017 which is payable on obtaining the shareholders' approval in the 17thAnnual General Meeting scheduled for September 6 2017:

Particulars of dividend Par value O Per centage Dividend amount per equity share (Rs) Date of recommendation Book Closure Date
Final Dividend 10.00 15% 1.50 May 26 2017 August 31 2017 to September 6 2017 (both days inclusive)

The total dividend payout amount for the year inclusive of dividend distribution taxwill be Rs 188.39 million.

Barring unforeseen circumstances the Board intends to maintain similar or betterlevels of dividend payout over the next few years. However the actual dividend payout ineach year will be subject to the investment requirements and any other strategicpriorities identified by the Company.

After providing for the dividend the Company proposes to retain Rs 2951.41 million inthe Statement of Profit and Loss. The Company is not proposing to transfer any amount toreserves from the profits of the financial year 2016-17.

Liquidity

As on March 31 2017 the Company had liquid assets including investments in fixeddeposits and mutual funds of Rs 1696.07 million.

BUY BACK

The Board of Directors at their meeting held on February 4 2016 approved buyback ofequity shares of the Company from the open market through the Stock Exchange Mechanism upto an aggregate amount of Rs 70 crores subject to a maximum of 5600000 equity shares.

The buyback offer opened on February 22 2016 and the Company had bought back 1532594equity shares during FY 2015-16 and the Company bought back the balance 4067406 equityshares during the year under review and the buyback offer closed on June 27 2016. Thelast lot of extinguishment of equity shares in connection with the Buyback completed onJuly 4 2016. As a result of this Buy Back the issued and paid-up share capital of theCompany had reduced from 109643996 shares to 104043996 shares as on July 4 2016.

CHANGES TO THE SHARE CAPITAL

During the year under review the Company allotted 306094 equity shares (includingbonus shares) on the exercise of stock options under its various Employee Stock OptionPlans.

As a result of the aforesaid buyback and the allotment of equity shares under ESOPsthe issued and paid-up share capital of the Company as on March 31 2017 stands at Rs1043500900.

SIGNIFICANT EVENTS: 2016-17

Launch of consumer brand ONMO

On October 19th 2016 OnMobile Global Limited unveiled its new consumer brand ONMOand showcased some of its new products that will use sound to enrich communicationexpression and discovery. With this OnMobile plans to engage with consumers directlyoffering a suite of universally recognizable apps and services to its customers worldwide.Building upon its competency it has introduced a new generation of Apps that positionsOnMobile as a powerhouse in sound-based communication category. Having made significantinvestments in core technology product development processes and people OnMobile isready to serve consumers directly.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

As on March 31 2017 the Company has 44 subsidiaries.

During the year 2016-17 the following branches of OnMobile Global Limited were closed:

1. Australia (closed w.e.f 6th December 2016);

2. Spain (closed w.e.f 20th December 2016)

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statement of the Company and all its subsidiary companies whichforms part of the Annual Report. A statement containing salient features of the financialstatements of the subsidiaries of the Company in Form AOC-1 is given in Annexure I.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of the Company www.onmobile.com.Further as per fourth proviso of the said Section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the Companywww.onmobile.com. These documents will also be available for inspection during businesshours at the registered office of the Company at Bangalore India.

NEW LOCATIONS

During the year under review the branch of the Company located in Sri Lanka shifted tonew address. Similarly there has been a change in the registered office address ofSingapore PTE Ltd. the subsidiary of the Company. The new addresses can be seen underContact Information section.

MATERIAL CHANGES FOR THE PERIOD BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THEREPORT

There have been no material changes for the period between end of the financial year2016-17 and the date of this report affecting the financial position of the Company.

OPERATIONAL EFFICIENCY

OnMobile operations team continues its efforts to improve the efficiencies. Due toautomation of tasks over the last 4 quarters TATs have improved drastically. Monitoringsystems are in place to ensure 95% of the issues are proactively identified and fixed withan aim to maximize monetization. The Delivery Operations and Engineering teams jointlydrove the following efforts:

ISO Certification

OnMobile continues to strive for process excellence. Operations team has ensuredsuccessful Surveillance Audit for the year 2017 in our effort to ensure that we retain ourISO 27001:2013 certification from UKAS. The Client Delivery units platforms products andsupport functions were audited extensively under the ISO 27001:2013 standards framework byDNV. This is an endorsement of the efforts that have gone into continued improvement ofprocesses.

Automation & Optimization

We continue our efforts towards automation of repetitive tasks. Processes have beenmapped to systems to make them measurable in terms of quantity and time. Data points wereused to create dashboards and track team / system performances and drive improvements. Fewmore processes have been put under quality audit and improvement plan.

Operations team

The Operations team has been Centralized under Global Support & Operations team.This is an extension of the scope of earlier GNOC - which was monitoring and L1 support tocomplete Operations support. We have been able to reduce on repetitive work acrossmultiple regions. This consolidation has helped in improving issue resolution time due tocross learning.

INFRASTRUCTURE

OnMobile is having with more than 40 offices across the globe and 2.25 lakh square feetof office space. The offices are categorized as virtual office business centers andowned/ leased offices. OnMobile headquarters in Electronic city Bangalore is the largestfacility with 1.30 lakh square feet of office space. All the OnMobile facilities are wellequipped with good Infrastructure & working atmosphere and high level of security andsafety competency. Regular and planned preventive measures are in place to avoid downtimeand to ensure business continuity. We operate the facilities in a manner that complieswith local laws and regulations.

OnMobile services to customers PAN India. It has 9 regional warehouses catering tointernal hardware movement and supporting operations of more than 2500 internal ITservers across India. OnMobile is a truly global company which is spread over 55 countriesand enjoys long-term partnerships with global telecom operatons.

CORPORATE SOCIAL RESPONSIBILITY

As a responsible organization we strongly believe in contributing to the society.Hence in line with our corporate philosophy we tied up with an NGO - Society to Aid theHearing Impaired (SAHI) which helps those suffering from auditory impairment. In additionto providing financial support we conducted 3 hearing screening camps at VemullaChevella and Mahabubnagar in the state of Telangana for SAHI which had an involvement of400 children. We distributed a total of 51 aids and identified those who need to undergosurgeries for their betterment. We also successfully conducted 2 Cochlear ImplantSurgeries that helped restore the hearing ability of the affected individuals. Thissurgery replaces the function of a damaged ear.

To go a step further and encourage our employees to contribute towards a cause thatthey feel passionate about we introduced a policy which enables them to take 2 days offin a year for the same.

The Company constituted a Corporate Social Responsibility (CSR) Committee in accordancewith Section 135 of the Companies Act 2013. The CSR Committee charter and the CSR Policyof the Company are available in the website at the below link:

http://www.onmobile.com/sites/default/files/cg policy/ Corporate Social ResponsibilityPolicv.pdf

Particulars required to be disclosed pursuant to the Companies (Corporate SocialResponsibility Policy) Rules 2014 are given in Annexure VIII to the Director's report.

RESEARCH AND DEVELOPMENT

During the fiscal year ending March 31 2017 OnMobile has completed the development ofthe SPARK platform for ringback tones and has deployed it in the United States for thelaunch of its new direct-to-consumer app ONMO Express. OnMobile has also developed a newmusic discovery platform which is the core of its new service ONMO Discover also beinglaunched in the United States. OnMobile has worked extensively on its new mobile contentplatform SPACE which is used for delivering mobile content portals such as mobile newsand mobile games services.

During 2016-17 the engineering and research and development team has been more focusedwith dedicated teams on specific areas of expertise. The team in Bangalore is focused onringback tone and billing infrastructure the team in France is focused on mobileapplication development while the team in United Kingdom is focused on mobile contentdelivery platform.

The mobile content platform

The development team in St-lves United Kingdom has been structured to work on the newSPACE platform which is a highly-scalable and flexible mobile content delivery platform.This platform is currently used by several operators in Europe and a new version of theplatform is being developed. It will be hosted in the cloud and will be able to serve anyoperator worldwide.

Mobile applications

This year there has been many updates on the mobile applications delivered to theoperators and the 2 direct- to-consumer apps Onmo Express and Onmo Discover have beendeveloped and delivered in 2017.

Sound expertise

As OnMobile is looking for new ways to use sound as a means of communication we haveinvested in strengthening our audio expertise and made research on audio transformationediting and enhancement to provide end-user with new capabilities.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance. TheCompany meets the standards and guidelines set by the Securities and Exchange Board ofIndia on corporate governance and have implemented all the stipulations prescribed. Adetailed report on Corporate Governance as stipulated under Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthe Annual Report. Certificate(s) from the Auditors of the Company Deloitte Haskins &Sells Chartered Accountants and Hegde & Hegde Practicing Company Secretariesconfirming compliance of conditions of Corporate Governance as stipulated under theaforesaid Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 are annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Part B of Schedule V of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report is presented in a separate Section forming part of theAnnual Report.

BUSINESS RESPONSIBILITY REPORT

The Company has prepared Business Responsibility Report in line with Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 which is annexed to this Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

Executive Chairman and CEO

Frangois-Charles Sirois Executive Chairman was appointed as Chief Executive Officerand re-designated as Rs Executive Chairman and Chief Executive Officer' of the Companyw.e.f March 1 2017 by the Board of Directors at their meeting held on February 23 2017.

Re-appointments

Pursuant to the provisions of Section 149 of Companies Act 2013 Rajiv Khaitan andNancy Cruickshank were appointed as Independent Directors for a period of three years. Thesaid period is coming to an end at the ensuing Annual General Meeting (AGM). It isproposed to re-appoint them as Independent Directors of the Company for a further periodof three years at the forthcoming AGM.

As per the provisions of Companies Act 2013 Frangois- Charles Sirois retires byrotation as Director at the ensuing AGM and being eligible seeks re-appointment.

Inductions

Chris Arsenault was appointed as an Additional Director of the Company by the Boardw.e.f May 26 2017 and he shall hold office until the date of the ensuing AGM.

It is proposed to appoint him as Independent Director pursuant to Section 149 152 readwith Schedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 at the forthcoming AGM.

Resignations

Rajiv Pancholy has resigned as Managing Director of the Company and from the Board ofDirectors w.e.f February 23 2017. He resigned from the position of Chief ExecutiveOfficer w.e.f February 28 2017.

Pascal Tremblay resigned from the directorship of the Company w.e.f May 26 2017.

AUDITORS' APPOINTMENT

In terms of provisions of Section 139 of the Companies Act 2013 and the rules madethereunder M/s Deloitte Haskins & Sells the Statutory Auditors of the Company retireat the conclusion of the 17th Annual General Meeting and having completed their term arenot eligible for re-appointment. Therefore pursuant to the provisions of the said Act andrules the Board of Directors on recommendation of the Audit Committee have recommendedappointment of M/s BSR & Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) as Statutory Auditors of the Company in place of M/s Deloitte Haskins& Sells retiring Statutory Auditors to hold office from the conclusion of thisAnnual General Meeting to the conclusion of the 22nd Annual General Meeting to be held incalendar year 2022 subject to ratification of their appointment at every Annual GeneralMeeting on the remuneration to be fixed by the Board of Directors in consultation with theAuditors from time to time.

The Company has obtained consent and certificate from M/s BSR & Co. LLP CharteredAccountants pursuant to section 139 of the Companies Act 2013 to the effect that theirappointment if made will be within the limits fixed and in accordance with theprovisions of the Act and the rules made there under.

SECRETARIAL AUDIT

The Board of Directors of the Company had appointed Parameshwar G Hegde of Hegde &Hegde Practicing Company Secretaries to conduct the Secretarial Audit pursuant to theprovisions of Section 204 of the Companies Act 2013 for the financial year ended March31 2017 and the Secretarial Audit Report is appended as Annexure X.

COMMENTS ON AUDITORS' REPORT

There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditors of the Company in the Audit Report and by the Secretarial Auditor inthe Secretarial Audit Report for the financial year ended March 31 2017.

MCA Inspection

Inspection of books of accounts and other records of the Company under Section 206 readwith Section 207 was carried out by the Ministry of Corporate Affairs Government of Indiaduring the audit period and the company has received a Preliminary Findings (PF) letter NoROCB/KT/ INSP/027860/2017 dated April 25 2017 from the Inspection officer DeputyRegistrar of Companies directing the company to reply to certain non-compliances ofprovisions of Companies Act 1956/2013 noticed during the inspection. The Company videletter dated May 12 2017 furnished the responses to the said PF Letter.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the directors to the best oftheir knowledge and belief confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures.

ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. Internal financial controls have been laid down and they were adequate and operatingeffectively.

vi. Proper systems to ensure compliance with the provisions of all applicable laws andsuch systems were adequate and were operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board met five times during the financial year 201617 viz. May 30 2016 July 302016 November 11 2016 February 9 2017 and February 23 2017. The maximum intervalbetween any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

As on March 31 2017 the Board had five Committees:

1 . Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" as part ofthis Annual Report.

BOARD INDEPENDENCE

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet the criteria of independence laid down in Section 149(6). Our definitionof Rs Independence' of Directors is derived from Regulation 16(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') andSection 149(6) of the Companies Act 2013. Based on the confirmation / disclosuresreceived

from the Directors and on evaluation of the relationships disclosed the followingNon-Executive Directors are independent in terms of the aforesaid Listing Regulations andSection 149(6) of the Companies Act 2013:

a) Rajiv Khaitan

b) Nancy Cruickshank

c) Sanjay Baweja

d) Nehchal Sandhu

e) Pascal Tremblay*

f) Chris Arsenault#

* Resigned from the Board w.e.f. May 26 2017.

# Appointed as Additional Director by the Board w.e.f. May 26 2017 and approval of theshareholders for appointment as Independent Director is being sought at the forthcomingAnnual General Meeting.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided under Sub-section (3) of Section178 is appended as Annexure II to this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of the loans and guarantees given and the investments made pursuant toSection 186 of the Companies Act 2013 are given below:

Sl. No Name of the entity Relation Amount (in Million) Particulars of loans guarantees and investments Purpose for which the loan guarantee and investment are proposed to be utilised
1. OnMobile Global for Telecommunication Services Egypt Subsidiary 0.3 Investment in share capital Working capital
2. OnMobile USA LLC. Subsidiary 76.30 Loans provided Working capital of its subsidiary
3. OnMobile USA LLC. Subsidiary 81.13 Loans provided Working capital of its subsidiary
4. OnMobile USA LLC. Subsidiary 33.32 Loans provided Working capital of its subsidiary

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1)

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended in AnnexureIII to this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being a service provider organization most of the information as requiredunder Section 134(3)(m) read with Companies (Accounts) Rules 2014 is not applicable.However the Company endeavors to effectively utilize and conserve energy by usingimproved technology in its infrastructure such as lightings and paper usage.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(In Rs Million)

Description

Year ended

March 31 2017 March 31 2016
Foreign exchange earnings 1831.34 2138.68
Foreign exchange outgo 883.36 980.47

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future. Detailsof pending litigations and tax matters are disclosed in the financial statements.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the top 500 listed companies shall formulate a dividend distributionpolicy. Accordingly the policy was adopted by the Board vide resolution dated March 222017 to set out the parameters and circumstances that will be taken into account by theBoard in determining the distribution of dividend to its shareholders. The policy isenclosed as Annexure IV to the Board's report and is also available on the Company'swebsite at the below link:

http://www.onmobile.com/sites/default/files/cg policy/ Dividend Distribution Policv.pdf

RISK MANAGEMENT POLICY

The Board of Directors at their meeting held on October 30 2014 constituted a RiskManagement Committee. The Company has formulated a risk management policy to facilitatesetting up a framework for risk assessment and minimization procedures. A copy of the riskmanagement policy is appended in this report as Annexure V and is placed on the website ofthe Company at the below link:

http://www.onmobile.com/sites/default/files/cg policv/Risk Management Policv.pdf

VIGIL MECHANISM

The Company has established a Whistle Blower Policy for Directors and employees toreport their genuine concern. The details of the same are explained in the CorporateGovernance Report.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company is in compliance with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 and Rules made thereunder.No complaints requiring any enquiry or action under the said Act and Rules have beenreceived during the year under review.

EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/INDIVIDUAL DIRECTORS AND CHAIRPERSON

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof performance of Board as a whole Committees of the Board and Individual Directors andChairperson.

An external expert Rs Optimum Talent' had been engaged to complete the evaluationprocess. Nomination and Compensation Committee in consultation with the external expertformulated criteria for evaluation of performance in alignment with Rs Guidance Note onBoard Evaluation' issued by Securities and Exchange Board of India. A survey questionnairehad been circulated to all the Board members with set of questions to assess theperformance under each of the following categories:

1. Board as a whole

2. Committees of the Board

3. Individual Directors and Chairperson

The Board reviewed and analyzed the responses to the questionnaire and accordinglycompleted the Board evaluation process for the financial year 2016-17.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is enclosed as Annexure VI to this report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure VII (A) to the Directors report

A statement showing details of every employee employed throughout the financial yearand in receipt of remuneration of Rs 1.02 crore or more per annum or employed for part ofthe year and in receipt of Rs 8.5 lakh or more per month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed asAnnexure VII (B) to Directors report.

FIXED DEPOSITS

The Company has not accepted fixed deposits during the year under review falling withinthe purview of Section 73 of the Companies Act 2013 and the Rules thereunder.

EMPLOYEE STOCK OPTION SCHEMES

Pursuant to the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies(Share Capital and Debentures) Rules 2014 the Company approved following Employee StockOption Schemes i.e. Employee Stock Option Plan-1 2003 Employee Stock Option Plan-ll2003 Employee Stock Option Plan-Ill 2006 Employee Stock Option Plan-1 2007 EmployeeStock Option Plan-ll 2008 Employee Stock Option Plan-Ill 2008 Employee Stock OptionPlan-IV 2008 Employee Stock Option Plan-1 2010 Employee Stock Option Plan-ll 2010;Employee Stock Option Plan I 2011 Employee Stock Option Plan I 2012 and Employee StockOption Plan I 2013 for granting stock options to its employees.

All the schemes endeavor to provide incentives and retain employees who contribute tothe growth of the Company. A summary disclosure in compliance with Companies (ShareCapital and Debentures) Rules 2014 and Securities and Exchange Board of India (ShareBased Employee Benefits) Regulation 2014 forms part of this report as Annexure IX andthe complete details have been disclosed under Notes to the financial statements whichform part of the Annual Report. During the year under review there has been no variationin the terms of ESOP schemes.

ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express their appreciation to thecustomers shareholders investors vendors and bankers who have supported the Companyduring the year. The Directors place on record their appreciation to the OnMobilians atall levels for their contribution to the Company. The Directors would like to make aspecial mention of the support/co-operation extended by the various departments of theGovernment of India particularly the Special Economic Zone the Service Tax and IncomeTax Departments the Customs and Excise departments the Ministry of Commerce theDepartment of Telecommunications the Reserve Bank of India Ministry of CorporateAffairs Securities and Exchange Board of India BSE Limited National Stock Exchange ofIndia Ltd National Securities Depository Limited and Central Depository Services (India)Limited and look forward to their support in all future endeavors.

For and on behalf of the Board of Directors

Francois-Charles Sirois
Executive Chairman and CEO
Place: London
Date: May 26 2017