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Accelya Kale Solutions Ltd.

BSE: 532268 Sector: IT
NSE: ACCELYA ISIN Code: INE793A01012
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VOLUME 71
52-Week high 1633.30
52-Week low 1050.00
P/E 16.35
Mkt Cap.(Rs cr) 1,596
Buy Price 1068.40
Buy Qty 5.00
Sell Price 1069.00
Sell Qty 14.00
OPEN 1066.00
CLOSE 1066.65
VOLUME 71
52-Week high 1633.30
52-Week low 1050.00
P/E 16.35
Mkt Cap.(Rs cr) 1,596
Buy Price 1068.40
Buy Qty 5.00
Sell Price 1069.00
Sell Qty 14.00

Accelya Kale Solutions Ltd. (ACCELYA) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Thirty First report on the business andoperations of the Company for the year ended 30th June 2017.

FINANCIAL RESULTS (STANDALONE) Rs in Million

Particulars 2016-17 2015-16
Total Revenue
- Revenue from Services 3324.05 3097.15
- Other Income 130.22 98.93
Total 3454.27 3196.08
Total Expenditure 2090.14 1963.39
Profit before Tax and Exceptional Items 1364.13 1232.69
Exceptional Items - -
Profit Before Tax and After Exceptional Items 1364.13 1232.69
Provision for Tax
- Current Tax 480.34 428.56
- Tax expense for earlier years 4.67 -
- Deferred Tax (Credit) (9.51) (2.78)
Profit AfterTax 888.63 806.91
Profit brought forward from previous year 234.70 230.65
Profit available for appropriation 1123.33 1037.56
Appropriations:
- Interim Dividend 164.19 223.89
- Proposed Dividend - 447.79
- Dividend Distribution Tax 33.42 135.26
- Dividend Distribution Tax Credit (6.14) (4.08)
- Balance Carried Forward to Balance Sheet 931.86 234.70

DIVIDEND

The Company had declared and paid an interim dividend of' 11 per equity share duringthe year.

Your Directors are pleased to recommend a final dividend of Rs 40 per equity share forthe financial year ended 30th June 2017.

OPERATING RESULTS

During the year under review your Company's operating revenues increased by 7.33% fromRs 3097.15 million to '3324.05 million. The total expenditure for the year stood at Rs2090.14 million as against Rs 1963.39 million

an increase of 6.46% over the previous year.

The Company reported profit before tax and after exceptional items of Rs 1364.13million as compared to Rs 1232.69 million for the previous year a growth of 10.66% overthe previous year.

The Company registered profit after tax of' 888.63 million for the year 2016-17 asagainst Rs 806.91 million in the previous year an increase of 10.13%.

BUSINESS OPERATIONS

Throughout the year the Company experienced good traction in its revenue accountingand cost management solutions. Some of the highlights include:

• Accelya Kale surpassed 1 billion transactions per annum on its revenueaccounting platform REVERA

• El Al the national carrier of Israel selected Accelya Kale's REVERA forpassenger revenue accounting

• The REVERA Strategic Product Group (SPG) program was recognized for takingcustomer collaboration to the next level at ITSMA 2016 Marketing Excellence Awards

• FinesseCost™ our cost management solution added two new customers thisyear. With these additions FinesseCost has a total of six airline customers including twotier one airlines and one low cost carrier

• Biman Bangladesh the flag carrier airline of Bangladesh selected AccelyaKale's Finesse Flight Profitability System to aid its network expansion

In an endeavorto bring best in class solutions to customers the Company launched thefollowing new initiatives:

• Connect2ERP™ solution version 2.0 was launched on SAP-certified integrationwith the SAP ERP application. This will enable airlines to better integrate theiraccounting systems and financial solutions.

• APEX Miles was built to leverage Accelya Kale's APEX Proration theindustry-recognised proration engine. It accurately derives revenue-based earned mileswhile supporting existing airline mileage charts based on distance RBD (ReservationBooking Designators) or a combination ofthese.

ACQUISITION BY WARBURG PINCUS

During the year Warburg Pincus a global private equity firm focused on growthinvesting acquired Accelya Holding Luxembourg S.A. from Chequers Capital and throughthis

a controlling interest in the Accelya group of companies.

An Open Offer for acquisition of upto 3782966 equity shares of Rs 10 eachrepresenting 25.34% of the voting share capital of Accelya Kale Solutions Limited("the Company") was made pursuant to the SEBI (Substantial Acquisition of Sharesand Takeovers) Regulations 2011 (as amended) to the public shareholders of the Company bySky Bidco S.L.U. (Acquirer) along with Canary Topco Limited (PAC 1) Canary Holdco Limited(PAC 2) Canary Finco Limited (PAC 3) Canary Midco Limited (PAC 4) and Sky Holdco Limited(PAC 5).

The Open Offer commenced on 26 April 2017 and closed on 11 May 2017.

A total no. of 171 shares were tendered in the Open Offer. These shares were acquiredby Canary Topco Limited. As a result of this acquisition the total promoter groupshareholding increased from 11143295 to 11143466.

Warburg Pincus is also the majority shareholder of Mercator (a global provider ofproduct-enabled solutions to the travel and transportation industry).

Together Accelya and Mercator are leading global technology-enabled solutionsproviders to airlines travel agents and freight forwarders. The combined group now offersa broadened product portfolio with complementary offerings including revenue accountingrevenue management and revenue assurance cargo management payment solutions dataanalytics cost management and commercial solutions. Customers of Accelya and Mercatorwill benefit from enhanced product and technology capabilities which will ensure thecontinued development of innovative solutions for the travel industry. With a globalfootprint and more than 400 clients worldwide including 250 airlines the Accelya groupwhich now includes Mercator will be at the forefront of automation helping customersmanage their financial processes more efficiently minimizing revenue leakages reducingoperational costs and optimizing management of their indirect distribution channel.

SUBSIDIARIES

Pursuant to the provisions of section 129(3) of the Companies Act 2013 ("theAct") a statement containing salient features of financial statements of KaleSoftech Inc. and Zero Octa UK Limited in Form AOC-1 is attached to the financialstatements.

The Company does not have any subsidiaries in India.

The financial statements of the subsidiary companies shall be available for inspectionby any shareholder at the registered office of the Company and of the

subsidiary companies concerned. These documents can be requested by any shareholder ofthe Company. Further in line with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in accordance with the Accounting Standard 21 (AS-21)the Consolidated Financial Statements prepared by the Company include financialinformation ofits subsidiaries.

BOARD OF DIRECTORS

Six meetings of the Board of Directors were held during the year the details of whichare given in the Corporate Governance Report. The maximum interval between any twomeetings was well within the maximum allowed gap of 120 days.

The Independent Directors of your Company have given the declaration of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149 (6) of the Act.

The details of familiarization programme and Annual Board Evaluation process forDirectors have been provided underthe Corporate Governance Report.

The policy on appointment of directors key managerial personnel senior management andother employees and remuneration policy is annexed herewith as Annexure "A".

Vipul Jain

Mr. Vipul Jain has stepped down as Director of the Company effective from the close ofbusiness hours on 9th August 2017.

The Board places on record its appreciation for the valuable contribution by Mr. VipulJain as Director over the years.

John Johnston

Mr. John Johnston retires by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re-appointment.

Mr. John Johnston is the CEO of Accelya Group. He is based out of Luxembourg. He haswork experience of around 40 years.

Prior to joining Accelya John was Chairman of the Board of Directors at GLS Worldwidealso known as TRAXON Worldwide is a joint venture company between CHAMP CargosystemsS.A. Cathay Pacific Airlines and Japan Airlines. He has a great track record for growthand has developed the most comprehensive range of integrated IT solutions for the AirCargo Logistics Community.

During his career John has held senior executive positions

and has provided consulting services to global airlines.

Here are his key achievements over the years:

• Managed all aspects of the successful start-up of CHAMP Cargosystems.

• Defined the Vision and Strategy of CHAMP Cargosystems.

• Negotiated the $200m Cargolux Outsourcing Agreement.

• Managed the merger between CHAMP and SITA Cargo (UK) Limited.

• Managed the acquisition of Softair AG.

• Managed the acquisition ofTRAXON Europe GmbH.

• Maintained year-on-year profitability and the continued growth of the CHAMPGroup.

Companies in which Mr. John Johnston is a Director

Accelya Kale Solutions Limited Accelya Holding World SLU
Kale Softech Inc. Accelya UK Limited
Zero Octa UK Limited Accelya Portugal - Unipessoal Lda
Accelya America S.A. de C.V Canary Topco Limited
Accelya LuxSarl Sky Bidco SLU

Mr. Johnston does not hold any equity shares in the Company.

The Board recommends the re-appointment of Mr. John Johnston as Non-ExecutiveNon-Independent Director of the Company liable to retire by rotation.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of theAct.

Information regarding investments covered under the provisions of section 186 of theAct is detailed in the financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a. in the preparation of the annual accounts for the year ended 30th June 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 30th June 2017 and of the profitof the Company for the year ended on that date;

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

d. the annual accounts have been prepared on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

HUMAN RESOURCE

The Board has not granted any stock options during the year under review. During theyear the Company also did not have any options in force. Therefore the details required tobe given under the SEBI (Employee Stock Option Scheme and Stock Purchase Scheme)Guidelines 1999 are not being given.

During the year the Company had cordial relations with its employees.

Disclosures with respect to the remuneration of Directors and employees as requiredunder section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 has been appended as Annexure "B".

Details of employee remuneration as required under provisions of section 197 of the Actand Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are available at the Registered Office of the Company during working hoursbefore 21 days of the Annual General Meeting and shall be made available to anyshareholder on request.

POLICIES

Your Company has formulated Policy on Related Party Transactions Policy fordetermining material subsidiaries CSR Policy and Whistle Blower Policy in terms of the

legal requirements. These policies are available on the website of the Company at http://www.accelyakale.com/investorrelations/policies/.

RELATED PARTY TRANSACTIONS

All contracts/transactions entered into by the Company during the financial year withrelated parties were in the ordinary course of business and on an arm's length basis.

No material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements were enteredduring the year by your Company. Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions fortransactions which are of repetitive nature and entered in the ordinary course of businessand are at arm's length.

All Related Party Transactions are subjected to independent review by a reputedaccounting firm to establish compliance with the requirements of Related PartyTransactions under the Act and SEBI Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of section 135 of the Act your Company hasconstituted a Corporate Social Responsibility Committee ("CSR Committee"). Thecomposition and terms of reference of the CSR Committee is provided in the CorporateGovernance Report.

Annual report on CSR activities as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith as Annexure "C".

VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy as part of vigil mechanism to providea framework to promote responsible and secure whistle blowing process. It protectsemployees wishing to raise a concern about serious irregularities within the Company orits employees.

Protected disclosures can be made by a whistle blower through an email or by a phonecall to the Ombudsperson appointed underthe Policy.

No personnel of the Company has been denied access to the audit committee.

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasconstituted Internal Complaints Committees.

The Company has not received any complaint of sexual harassment during the financialyear 2016-17.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee. The details of Committee andits terms of reference are set out in the Corporate Governance Report forming part of theBoard's Report.

The Company has a robust Risk Management framework to identify evaluate and mitigaterisks. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.

The risk framework defines the risk management approach across the enterprise atvarious levels.

AUDITORS

Statutory Auditors

M/s. B S R & Co. LLP were appointed as Statutory Auditors of your Company at theAnnual General Meeting held on Wednesday 5th October 2016 for a term of one year.

The term of BS R& Co. LLP expires at the conclusion of the forthcoming AnnualGeneral Meeting.

M/s. B S R & Co. LLP have been the Auditors of the Company since 2010-11 and havecompleted a term of seven years.

As per the provisions of section 139 of the Act no listed company can appoint orre-appoint an audit firm as auditor for more than two terms of five consecutive years. Itis proposed to appoint M/s. B S R & Co. LLP as auditors of the Company for a period of1 year to hold office from the conclusion of the ensuing AGM till the conclusion of the32nd AGM on a remuneration as may be fixed by the Board of Directors of the Company.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report.

There is no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

Secretarial Auditor

Pursuanttothe provisions of section 204 of the Actand The Companies (Appointment andRemuneration of Managerial

Personnel) Rules 2014 the Company has appointed C. S. Kelkar & AssociatesPractising Company Secretaries to undertake the Secretarial Audit of the Company. TheReport of the Secretarial Audit is annexed herewith as "Annexure D".

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure "E".

CORPORATE GOVERNANCE

A report on Corporate Governance is set out separately which forms part of thisreport.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report under Regulation 34(2)(f) of the SEBI (LODR)Regulations 2015 forms a part of this report and is annexed herewith as Annexure"F".

FIXED DEPOSITS

During the year your Company has not accepted fixed deposits from the public.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are annexed heretoas Annexure "G".

ACKNOWLEDGMENT

Your directors extend their gratitude to all investors clients vendors banksfinancial institutions regulatory and governmental authorities and stock exchanges fortheir continued support during the year. The directors place on record their appreciationof contribution made by the employees at all levels for their dedicated and committedefforts during the year.

For and on behalf of the Board of Directors

Neela Bhattacherjee Sekhar Natarajan
Managing Director Independent Director
(DIN : 01912483) (DIN : 01031445)
Place : Mumbai
Date : 9th August 2017

Annexure 'A'

Policy on Appointment of Directors Key Managerial Personnel Senior Management &Other Employees and Remuneration Policy

PART A

1. Term of Appointment of Directors

A. Maximum Tenure of Independent Directors

i) An independent director shall hold office for a term up to five consecutive years onthe Board of the Company and shall be eligible for re-appointment for another term of upto five consecutive years on passing of a special resolution by the Company.

Provided that a person who has already served as an independent director for five yearsor more in the Company as on 1st October 2014 shall be eligible for appointment oncompletion of his present term for one more term of up to five years only.

Every independent director shall at the first meeting of the Board in which heparticipates as a director and thereafter at the first meeting of the Board in everyfinancial year or whenever there is any change in the circumstances which may affect hisstatus as an independent director give a declaration that he meets the criteria ofindependence mentioned in (5) (A) below.

ii) An independent director who completes his above mentioned term shall be eligiblefor appointment as independent director in the Company only after the expiration of threeyears of ceasing to be an independent director in the Company.

B. Term of Other Directors

Not less than two-thirds of the total number of directors of the Company shall bepersons whose period of office is liable to determination by retirement of directors byrotation and be appointed by the Company in general meeting.

For the purpose of determining directors liable to retire by rotation "totalnumber of directors" shall not include independent directors on the Board of theCompany.

2. Appointment of Key Managerial Personnel and Persons in Senior Management

The Committee shall appoint Key Managerial Personnel and persons in Senior Managementand shall approve the terms and conditions of their appointment including theirremuneration. The Committee shall strive to appoint a person best suited for the job interms of talent qualification and experience required for the position.

Senior Management shall mean personnel of the Company who are members of its coremanagement team excluding Board of Directors comprising all members of management onelevel below the Board of Directors and includes functional heads.

3. Criteria for Determining Qualifications of Directors

For a person to qualify as a director he shall possess appropriate skills experienceand knowledge in one or more fields of finance law human resource management salesmarketing administration research corporate governance technical operations or otherdisciplines related to the Company's business.

4. Positive Attributes

a) Integrity

A director Key Managerial Personnel and a person in Senior Management shall be aperson of integrity and shall uphold highest standards of probity.

b) Commitment

A director Key Managerial Personnel and a person in Senior Management shall devotesufficient time and attention to his professional obligations for informed and balanceddecision making.

c) Compatibility

A director should be able to develop a good working relationship with other Boardmembers and contribute to the Board's working relationship with the senior management ofthe Company.

5. Criteria for Determining Independence of Directors

An independent director shall be a director other than a managing director or awhole-time director or a nominee director—

(a) who is a person of integrity and possesses relevant expertise and experience;

(b) (i) who is or was not a promoter of the Company or its holding subsidiary orassociate company;

(ii) who is not related to promoters or directors in the Company its holdingsubsidiary or associate company;

(c) who has or had no pecuniary relationship with the Company its holding subsidiaryor associate company or their promoters or directors during the two immediatelypreceding financial years or during the current financial year;

(d) none of whose relatives has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;

(e) who neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the Company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of—

(A) a firm of auditors or company secretaries in practice or cost auditors of theCompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the Company; or

(iv) is a Chief Executive or director by whatever name called of any nonprofitorganisation that receives twenty-five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the Company; or

(f) who possesses the qualifications prescribed in (1) above.

6. Evaluation of Performance of Independent Directors

Every independent director shall self-evaluate his performance and shall submit areport on his self-evaluation to the Chairman of the Company.

The Chairman shall review the performance of the independent director and providefeedback as appropriate.

PART B

Remuneration Policy

1. Objective

The Nomination and Remuneration Committee of the Board of Directors ("theCommittee") of Accelya Kale Solutions Limited (the "Company" or"AKSL") has adopted the following policy and procedures with regard toremuneration to the directors key managerial personnel and other employees of theCompany. The Committee may review and amend this policy from time to time.

In determining the remuneration & compensation the Company shall take intoconsideration individual performance of the employee and company performance determinedthrough the process of annual appraisals.

The remuneration and compensation policy of the Company aims to attract retain andmotivate employees.

The remuneration to the managing director key managerial personnel and seniormanagement involves a balance between fixed and variable pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals.

This policy is intended to ensure that all necessary approvals are obtained and allreporting requirements are duly complied with in respect of remuneration ofdirectors andkey managerial personnel of the Company.

2. Effective Date

This Policy is effective from 1 April 2014.

3. Remuneration

A. Independent Directors and Non-Executive Non-Independent Directors

a) Commission

Independent directors and non-executive non-independent directors of the Company may bepaid such remuneration as the Board of Directors may decide from time to time subject tothe approval of the shareholders of the Company. The independent directors andnon-executive non-independent directors may be paid remuneration byway of commissionsubject to the ceiling of 1% of the net profits of the Company as computed under theapplicable provisions of the Companies Act 2013 ("the Act").

The percentages aforesaid shall be exclusive of any siffing fees payable to independentdirectors and non-executive non-independent director for attending meetings of the Boardof Directors or of any committee thereof and re-imbursement of out of pocket expensesincurred by the independent directors.

b) Re-imbursement of out of pocket expenses

The Company may reimburse out-of-pocket expenses incurred by the independent directorsand non-executive non-independent directors for attending the meetings.

c) Sittng Fees

The Board of Directors of the Company may decide from time to time siffing feespayable to independent directors and non-executive non-independent directors for attendingmeetings of the Board or committees thereof.

The siffing fees shall not exceed rupees one hundred thousand (' 100000) perindependent director and non-executive non-independent director per meeting of the Boardor committee thereof.

The independent directors and non-executive non-independent directors shall notparticipate in the meeting on any discussion relating to the remuneration payable to them.

The performance evaluation of independent directors shall be done by the entire Boardof Directors excluding the director being evaluated. _

B. Remuneration to Managing Director

The Managing Director shall be paid remuneration in accordance with industry standards.

Based on the industry standards the Managing Director of the Company may be paid suchremuneration as the Board of Directors may decide from time to time on therecommendation of the Nomination & Remuneration Committee subject to the approval ofthe shareholders of the Company.

The Managing Director may be paid remuneration which shall not exceed five per cent ofthe net profits of the Company.

Provided that if in any financial year the Company has no profits or its profits areinadequate the Company may pay to its Managing Director by way of remuneration any sumin accordance with the provisions of Schedule V to the Act and if it is not able to complywith such provisions it may pay remuneration to the Managing Director after obtainingprevious approval of the Central Government.

C. Remuneration to Key Managerial Personnel and Senior Management

Remuneration and compensation to key managerial personnel and persons in seniormanagement shall be competitive and in accordance with industry benchmarks.

The remuneration and compensation shall involve a balance between fixed and incentivepay reflecting short and long-term performance objectives appropriate to the working ofthe Company and its goals.

D. Remuneration to other employees

In determining the remuneration and compensation to employees other than thosementioned above the Company shall take into consideration individual performance of theemployee and company performance determined through the process of annual appraisals.

4. Disclosures

This policy shall be disclosed in the Board's report.

In addition to the above the following shall be disclosed in the Board's report:

i) The ratio of remuneration of each director to the median employee's remuneration.

ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary in the financial year;

iii) The percentage increase in the median remuneration of employees in the financialyear;

iv) The number of permanent employees on the rolls of the Company;

v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration;

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company

In the event of any clause in the "Policy on Appointment of Directors KeyManagerial Personnel Senior Management & Other Employees and RemunerationPolicy" undergoes a change as a result of any statutory amendment to any law referredtherein such clause shall automatically stand amended without referring to the Board.

Annexure 'B'

Statement of Disclosure of Remuneration under section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

i) The ratio of remuneration of each director to the median employee's remunerationthe percentage increase in remuneration of each director Chief Financial Officer ChiefExecutive Officer Company Secretary during the financial year 2016-17.

Sr. No. Name of the Director / KMP Designation Ratio of remuneration of each Directorto median remuneration of Employees Percentage increase in remuneration
1 Neela Bhattacherjee Managing Director 29:1 8.00%
2 Gurudas Shenoy Chief Financial Officer Not Applicable 7.50%
3 Ninad Umranikar Company Secretary Not Applicable 7.06%

Note:

One Non-Executive Director and all Independent Directors of the Company are entitledfor siffing fees and commission as per the statutory provisions and within the limitsapproved by the shareholders. The details of remuneration of Non-Executive Director andIndependent Directors are provided in the Corporate Governance Report. The ratio ofremuneration and percentage increase for the Non-Executive Director and IndependentDirectors is therefore not considered for the purpose above.

ii) The percentage increase in the median remuneration of employees in the financialyear 2016-17 was 11.48%.

iii) The Company has 1609 permanent employees on the rolls of the Company as on 30thJune 2017.

iv) Average percentage increase made in the salaries of Employees other than themanagerial personnel in the financial year was 13% whereas the increase in the managerialremuneration was 8%.

v) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.