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Husys Consulting Ltd.

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Husys Consulting Ltd. (HUSYSLTD) - Director Report

Company director report

To The Shareholders Husys Consulting Limited.

Your Directors delightfully present the12th Annual Report on the business andoperation of the Company together with the Audited Financial Accounts for the year ended 31stMarch 2017.

1. Financial Highlights

Financial results of your Company for the year ended 31st March 2017 are summarizedbelow.

(Amount in Lacs)

Particulars 2016-17 2015-16
Income from Operations 1454.80 1241.35
Other Income 3.45 3.53
Total 1458.26 1244.88
Operating expenditure 1275.45 1145.96
Earnings before Interest Tax Depreciation and Amortization 182.81 98.92
Finance costs 14.76 14.22
Depreciation and amortization expense 23.26 29.15
Profit before exceptional item and Tax 144.79 55.55
Exceptional Item - -
fore Tax (PBT) be Profit 144.79 55.55
Tax expense 44.74 17.16
Profit for the year (PAT) 100.05 38.38

2. Future Outlook

The Turning Point: A promising outlook for the Indian HR indutry with TechnologyInnovation & Adaptation of transformation of HR industry in India as disruptivechanges from the supply and the demand side are changing the nature of services. The HRindustry in India can potentially the country has access to advanced technology skills.

Demonitisation: A boon for the HR Industry in transforming employee services ontechnology. The has given a great impetus for use of technology at grassroot levels. Thisis an opportunity for HR Technology to penetrate in the next one decade where all servicesof HR can be provided on Mobile Devise. Your Company effort in building the mobile basedplatform is a testimony of our readiness for such opportunity in future.

Over the last few years the HR industry has witnessed some radical evolutionary leapsled primarily by technology and the growth of domestic homegrown multinationals. Whilethere are some variable opinions on the exact size of the industry (owing specifically tothe variance in opinion on to be over Rs. 30000 Crores. Out of this the segment ofrecruitment accounts for a majority of the industry (over 70%). Some of the other servicesthat command a big market share include L&D outsourcing technology and consultingand advisory services The future of the industry will be largely driven by a combinationof social cloud and mobile technologies commonly referred as SOCOMO. Starting 2017there is a very positive outlook on the Technology adaptation by Companies for HRManagement with Cloud offering a very cost effective solutions to be ahead of theircompetition.

HR services across the world matured at three levels. The first level involves theexecution layer of HR activities such as payroll and benefits. At the managementprocesses involving the use of data to deploy talent identify training and developmentopportunities and track performance. The highest level of maturity is about developmentand evolution of the human capital that overlays administrative and talent managementprocesses for operating the Company.

It is interesting to note that there are instances where Indian organizations havesuccessfully utilized technology to develop highly advanced service functionsas comparedto other developed markets. Owing to the maturity of the technology market in India it ispossible that the HR service sector in India will skip the traditional

There are several opportunities for the sector and the outlook for the In line with theglobal outlook for the industry consolidation is expected across most of the segments.However consolidation is expected to be more prominent in some of the segments includingtechnology outsourcing and recruitment

The demand side challenges and increasing pressure on HR organizations in India willcompel the creation of new services. The imminent skills shortage changing nature of theworkforce composition and the growing influence of social media will likely drive theintroduction of new services such as employer brand consulting and online andcomputer-based skilling services.Asthedemandlandscapeintensifiesservice providers willlikely introduce new and innovative products in the areas of talent and performancemanagement engagement and retention

As with any industry the human resources (HR) industry has seen a variety of trendscome and go over time. However certain trends tend to stick or reemerge. Four trends thatwe believe will continue to shape HR include placing an emphasis on emphasizing Companyculture cultivating workplace efficiency Managing understanding and dealing withgenerational differences. By developing an HR strategy that takes these four areas intoconsideration companies can more effectively manage their employees now and into thefuture.

Technology be way of Life for HR professionals in future hence giving an opportunityfor increased business in this segment in future.

HR BUYERS - Walking the path to maturity


* Broad spectrum of available services

* Richer high value-added services expected in the future

* Large opportunity in L&D technology to scale-up skilling programs forGovernments & Public programs

RECRUITMENT - Working towards incremental growth & sustainability


* Sizeable growth opportunities in staffing

* Specialized talent search in STEM Pharma and IT

* Recruitment process outsourcing (RPO)

* Managed solutions

LEARNING & DEVELOPMENT - From grassroots to global leadership


* Government and academic partnerships

* Asia-pacific market

* New technology space particularly in social media and consumer technologies

OUTSOURCING AND NICHE SERVICES - Global playing field local advantage


* Players in India will continue to leverage the labor arbitrage advantage

* Emergence of large homegrown players

* Large opportunities in the SME sector

HR CONSULTING - Exploring new frontiers of value delivery


* PSUs and homegrown companies

* SMEs and Indian multinationals * Consolidation inthemarket

* Analytics and people-based services

HR TECHNOLOGY - Building the base for future growth


* Sectoral opportunitiesin retail hospitality retail and PSUs

* Emergence of disruptivetechnologiessuchasgamification

* Larger HR technology budgets from the demand side * Cloud-based andanalyticsservices

While the presentscenariolookspositive future innovations in HR technology will dependon the investments that industry is willing to make. In the coming years as organizationsevolve and become increasingly complex HR technology will be a necessity rather than achoice.

3. State of Company's Financial Affair

The total income of the Company for the year ended 31st March 2017 was Rs. 1458.26Lacs as against the total income of Rs.1244.88 Lacs for the previous year ended 31stMarch 2016.

The Company has earned a Net Profit after Tax of Rs. 100.05 Lacs for the year underreview Profit of Rs. 38.38 Lacs in the previous year.

4. Nature of Business

Your Company was incorporated as “Husys Consulting Private Limited” under theCompanies Act 1956 vide Certificate of Incorporation dated August 24 2005 issued by theRegistrar of Companies Andhra Pradesh & Telangana Hyderabad India. Further YourCompany was converted from Private Limited to a Public Limited Company vide shareholder'sresolution dated July 1 2015 and consequently the name of our Company was changed to“Husys Consulting Limited” pursuant to a Fresh Certificate of Incorporationdated August 6 2015. Our Company got listed on Emerge Institutional Trading Platform ofNational Stock Exchange of India August 21 2015. Further our Company has made anapplication for delisting from on Emerge Institutional Platform of NSE vide letter datedApril 25 2016 and had been delisted with effect from June 09 2016 vide letter no.NSE/LIST/73566 dated May 19 2016.Further the Company has migrated to the EMERGE (SME)Platform of National Stock Exchange on 27th September 2016.The Corporate IdentificationNumber L74140TG2005PLC047222.

Husys is in the business of creating the concept of HR Function Outsourcing (HRFunction Management-HRFM). We focus to be the most innovative trusted partner indelivering cost effective solutions in the arena of Human Resources Development to theIndustry & Society. Our Objective is to be a One-Stop Solution Provider for all HumanResources Challenges of Today's Organizations. Our products are time tested and proven tobe effective for business results with people involvement. We provide serviceproducts/solutions that are Customized Cost & Time effective for BusinessEffectiveness.

We are a very young organization with 28 years of average age with more than 300 Wehave been serving more than 15 different Industries with an ability to bringCross-Industry best practices for business success.

Our Vision

Enabling people for Business

Our Mission

To be the leader in deploying & delivering high quality innovative cost effectiveand time sensitive HR Services leveraging human potential for the advancement of bothbusiness and society


This area of competency focuses primarily on the Operational excellence and deliverycapability in terms of the day to day transactionsof the Business. Our Company offersvarious products and services under this category. This area of specialization brings thebest of the breed operational efficiencies in building and Managing HR operations. Thesolutions are customized based on the needs of the client; however the following aresome of the areas of service provided.

?? HR Function Management Solution (Core):

This is our Company's Flagship & Primary Service that is mastered over a period of15 years in India. We are the pioneers and leaders in building HR Departments andManagement for Small and Medium Organizations.

A brief pictorial representation of the opportunities integrating other services is asbelow:

Exclusive Search:

In this solution our Company offers Talent Acquisition for clients. Husys usually hasan exclusive mandate - 90% of the times since exclusivity always gives us an opportunityto generate business and gain revenue stream using our capabilities.

These services require keeping the database networking and a large pool ofsocial/professional network in multiple industries. Our growing HRFM clients always haveneed for people and become exclusive mandates.

o Recruitment Assignments o Talent Reservoir o Project Based Requirements o Bid basedlong-term contracts for association

Associate Management Service (AMS):

This service contributes to largest revenue to our Company due to the deployment natureof resources and management of their employment on behalf of other organizations. OurCompany has designed this model with a combination of Manpower Outsourcing and HRFunctionManagement as the key ingredients. In this service the Company not only managesthe Employment but also all the HR Related issues for the employees are tracked andsupported for the employers. The following are the few of the services delivered includedor chosen for support in this service. Currently our CompanyprovidesthisserviceforvariousInternationalPartners and also International Companies inIndia.

o Employer of Records (Professional Employer Organization PEO as its call elsewhere inthe world) o Payroll Management (Full Blown service outside of AMS and has a scope as wellfor Growth) o HR & Administration

Training & Assessment Services:

Our Company helps to assess the Training Needs of HRFM clients or need based support toorganizations independently. This service focusses on fulfilling the Training needs oforganization by helping them to get the best talent to Train their resources. Our Companykeeps a pool of trainers and delivers based on the need and competency required by ourclients.


Our Company has been working on this competency from the Design of our core service. AsHRFM requires 5-10% of the strategic consulting solution and derived from the Consultingcompetency of our Senior Team members. For Mid and Large organizations this servicebecomes very attractive as they would have their own HR Department who take care of theday to day operations. Our Consulting Services are more relevant for any organization atvarious phases as mentioned below but not limited to:

?? Organizational or/and Leadership Change

?? Growth/Decline/Stagnant Phases

?? Acquisition & Mergers

?? Change in the Business Environment & Priorities

?? International Changes

Our Company delivers the following services but not limited to:

HR Consulting Engagements:

In this service Husys would involve in building the strategic support whereorganization needs. Husys helps organization to focus on strategic support in the areas ofTalent Engagement Talent Management & Talent Development. These are project basedneeds and closed with specific time frames arising out of the business need. Husys shalldeploy a competent Consultant who is signed up to work as Associates based on need. Weidentify and map the need and the competency of the consultant for deployment anddelivery. We are tracking business currently: o Organizations who have need for Change andreach us or we attempt reach. o Bid based for Private / Governmental / Association /Projects


Husys is a part of Career Star Group which represents 70 countries. These mandates areassigned based on the Global mandates for large International organizations. The Companyhas built our own internal processes framework for India based outplacement. This serviceis offered to organization who are making workforce redundant for various reasons. TheCompany steps in and helps the career transition of the affected employees for theorganization. The fee is paid by the Company to keep their employer brand intact. Thefollowing are some of the activities.

o Target: Workforce Employees Middle Management Senior Management CXO and Sr.Director Level o Helps in building confidence & recover the shock career strategy toGet to Next job starting own business & Retirement. Key to success is Job search CVpreparation Interview preparation salary/offer negotiations and Planned Transition. oPrograms are designed to suit the requirements of the organisation. Primarily the programsare offered in 1 months 2 months 3 months or if there are senior level employees theprograms may vary from 6 months to 18 months for a CXO level.

HR Advisory:

This is a unique and long-term in many cases in which our senior consultants act asAdvisor for the organization. This also has components of Transition and InterimManagement options.


Human Resources usage of Technology has come a long way but there is a great scope andusage yet in the organizations. With 100 million working population in SME's and not manyof them are the users of technology providing a scope for our Technology Focus. Thisprovides the direct access to the people who have the disposable income predicted everymonth. Husys identified some of the key areas of development to ensure the following needsare covered for the business revenues.

?? Automate HR Function:AtraditionalHR InformationSystem is deployed by helping all theday-to-day operations and data management for employees. The work flow of HR Function isalso taken care by this model.

Husys Unique Solutions:

?? Integrate Collaboration Tool: A tool that helps our partners / franchisees to enablerunning HR Function Management and various other services of Husys. It also helps inManaging the support group companies where there are many companies and in variousindustries and spread across the State / Country. This integrates Billing and Knowledgemanagement tool for our partners. This tool also enables the Back-Office functions forHusys Partners & Companies.

?? Integrate and Enable HR E-Commerce: This reduces the strain that SME's go throughgenerally the Purchase Power due to the low volumes. Our product support would bring thecollaboration and power of negotiation as aggregator for HR Services universe.


Business Services Description Key Differentiator Year Started Industries Covered
End to End HR Solution: Textiles IT Pharma
Pioneered by Husys. Cost
HR Function Husys Responsible for HealthCare Retail
Effective Solution White 2002
Management (HRFM) Setting up and Managing Education Services
Space Opportunity
HR Department for SME's. Manufacturing Power
Providing Training
Mission HRR to build exclusive
Training for competency 2002 Education Power IT
resource pool.
Client Need Based with
Construction Power
Consulting Need based HR Support Operationalization of HR 2005
Payroll Services and PSU Power Construction
Payroll & ApHusys /
Transaction based Generic Services 2005 Services MNC's
services. Manufacturing
Employment Management
as Employer. Manage Our Strength is Building HR Healthcare BPO NGO
Associate Management
the HR Support. (People Operational Efficiency in 2007 Online Businesses Sales
Services (AMS)
Outsourcing Employee Relation Organizations IT
+ HR Service Model)
Captive Requirements Education IT Pharma Health
Exclusive Search: Captive with HRFM Clients
of HRFO Clients + 2009 Care Retail Education
Recruitment Independent Clients ApHusys Cloud based Take-up only Exclusive Searches Services Manufacturing
ApHusys / Misc. Technology service product. Cloud based HRIS - ApHusys Specialized Service 2011 PSU Power Construction Services MNC's
Outplacement Helping organization in Transition of Resources during Retrenchment / Termination / Workforce Reduction Helping organisations to get the benefit of Aggregation of services from Job Boards Part of CSG A worldwide organization representation present in 70 countries. 2013-14 Manufacturing Pharma Manufacturing Services Internet Based.Etc.
Affinity Services Insurance and other services. A collaborative model built with our clients Very Unique and New model in India 2016-17 Services manufacturing IT & ITES and other Industries.


• Established Track record of 15 years indicates the Company's ability to survivebusiness cycles.

• Competent and Well Qualified Promoters in the same line of business for 28years wide industry experience of the Chief Promoter Mr. G. Ramalinga Reddy in theConsultancy sector is likely to benefit business operations.

• Well defined organization structure supported by qualified and experiencessecond tier management that has decision making powers.

• Diversified service profile the Company provides an array of HR Management andConsulting services such as human resources function outsourcing Human ResourcesTraining Human Resources Pay roll management cloud based human resource informationsystems Associate Management service and recruitments. Moreover the Company is alsoengaged in development of on-demand software services.

Customer focused growth strategies: Continue to pursue ourcustomer-focused “account mining” strategy which has yielded good results lastyear too we willcontinueinvestingin our account management teams to extend our farmingsuccesses beyond Revenue per customer has been on the rise signaling our success inmining focus accounts.

Superior corporate leadership and governance: Our senior managementcomprises of some of the most seasoned leaders in the industry from diverse backgroundsgeographies and with different areas of specialization in the Human Resources industry.Their leadership and governance helped us deliver an all-round performance which wasrecognized by media (name the Awards) Assess candidates across a wide range of criteriaincluding financial performance leadership creativity innovation and socialresponsibility. Other evaluation factors include the ability of candidates to createshort-term advantage long-term value a competitive edge and the demonstration ofleadership in the business community. Covered various aspects including most convincingand coherent strategy best system of corporate governance; most accessible seniormanagement; most transparent financial accounts; best for shareholder value; most usefuland informative website and most improved performance. This reflects Husys Consultingability to execute end-to-end lifecycle services from Human Resources Service concept toproduct development testing and deployment and forging ‘Go-to-Market' partnerships.

Robust sales organization: As the Company is going through a phase ofmoderate growth the success of an organization is critically dependent upon theefficiency of its sales engine - ability to win new business and mine the existingclients. Over the last one year following initiatives were undertaken in these areas:Creation team to focus on account planning and governance significant strengthening ofsales team creation of separate hunting and farming teams to leverage the sales teamcapabilities efficiently renewed focus to get strong good quality new logos to enablestronger growth. These initiatives have helped improve collaboration between HusysConsulting verticals and service lines.

Domain expertise and technical excellence:We believe in the HumanSynergies at work for helping the world to do business in next century. We stronglybelieve and advocate the collaboration for organizations to sustain business edge in thefuture. In view of our beliefs we constantly make our undying spirit of collaborativeecosystem we partner with people who are like-minded and build synergies for a betterworld. The following are few partnerships Career Star Group Ltd. iWorkGlobal. Nina EWoodard Associates Inc. US.

People focus and high performance culture: Our biggest strength isour people; we call ourselves Husys't Thinkers. As at March 31 2017 we have 167 Husys'tThinkers. We ensure that we offer the best workplace to our Thinkers where they canperform to the best of their abilities. Our initiatives in the employee engagementworkplace sustainability diversity and inclusivity have been strengthened throughoutyear. The Company is forthcoming in recognizing and rewarding high performers. Companyrecognizes the fact that leadership is a critical component of its organizationalstrategy. Hence it is focused on developing leadership across organizational levels andhelps leaders to transition seamlessly from one level to another. We continued to providea comprehensive suite of leadership programs to all levels of career transitions. Itincluded executive coaching 360-degree feedback one to one mentoring and specializedtraining tailored to new or experienced leaders.


We at are united by the Core Values that binds every Husys't (Our Team Members) todeliver the best to our clients. We strive to live up to these values and make everysecond of our service is delivered with the same rigor and consistency all through ourjourney with our clients.


We are committed by the value of integrity and would not pursue any deviation to helpour clients. We work for profitability of our clients while preserving the value for ourexistence. Our integrity is important to retain and sustain the growth for our clients andtheir employees.


Our commitment to client delivery and the Vision & Mission we set out for ourselvesis the corner stone for our success. None of our associates would deviate from anycommitments that we promised to deliver and try and excel in our effort in bringing morevalue.


Every moment a positive experience for our clients make us to deliver the best. Weunderstand to count our every hour and day in converting opportunities into action for ourclients through people. We are bound by the set expectations and we strive to surpassevery second in delivering the best to our clients.


Working with Entrepreneurs would never be possible unless being Enterprising in everyactivity Husyst (Our team members) is trained to be an entrepreneur first and in HRFunction enterprising clients in building and developing an organization of repute.

The Drivers of our environment:

?? Integrity

?? Commitment

?? Service

?? Enterprising

Found at India with an aim to redefine the Human Resources function. Husys originatedout of a need for a good partnership for companies to grow. Business is all about how wekeep our costs at optimum and deliver for the stakeholders. We have started our Operationsbased at Hyderabad in the year 2002. We have been successful in bagging the HR FunctionalOutsourcing contract within 1 month of operation which meant a great historic achievementin Managing HR Function and Outsourcing the same. Today we are the people who aresynonymous with HR Function Outsourcing. We re-defined the way the HR Function Managementis outsourced since 2002 with more than 300+ Clients (Including Fortune 500) and featuredin various forums as the most innovative HR Business Model and applauded by Media inIndia.

Few Firsts @ Husys:

?? First & Only Fully Integrated HR Function Management/Outsourcing Organization inIndia.

?? First HR Function Outsourcing Company Rated by CRISIL

?? First to Introduce “Pooled HR Management” & “Startup HRSolutions”

?? First to introduce MissionHRR (only On-the-Job HR Function Management program) inIndia.

?? First Partner based Business Associates Modelfor Management Company in India.HRFunction

?? One of the First Cloud based HRIS application launched (ApHusys:

?? First HR Company listed on National Stock Exchange under EMERGE InstitutionalTrading Platform (ITP) for SME segment.

?? First HR Company listed on National Stock Exchange under EMERGE THE SME GrowthPlatform for SME Segment.

?? First HR Company to provide Affinity Services in India


Companies will not surviveifthemarketing entire mass market. The importancestrategyisdependentupontargetingan of market segmentation is that it allows a business toprecisely reach a consumer with specificneeds and wants. In the long run this benefitsthe Company because they are able to use their corporate resources more effectively andmake better strategic marketing decisions.

Organizations create a set of segments to project their products focusing on a specificniche market. This niche market defines the product features aimed at satisfying specificmarket needs including the price quality & demographic factors. Organizations usesegmentation as a tool to make optimum

Market Segmentation and subsequent Product Differentiation Strategy by an organizationis concentrating all marketing efforts on a small but specific and well defined segment ofthe population. This is done through identifying needs wants and requirements that arebeing addressed poorly or not at all by other firms and developing and delivering goodsor services to satisfy them. As a strategy Market Segmentation is aimed at being a bigfish in a small pond instead of being a small fish in a big pond.

sis are: analy Inessenceobjectivesofsegmentation o To reduce risk indeciding where when how and to whom a service or brand will be marketed o To increasemarketing efficiency by directing effortspecifically toward the designated segment in amanner consistent with that segment's characteristics

While it is relatively easy to identify segments of consumers most Company do not havethe capabilities or the need to effectively market their services to all of the segmentsthat can be identified. A Company selects its target market it exhibits the strongestaffinity to a particular services or brand. It is in essence the most likely to buy theservice.

5. Change in the nature of business

During the year the Company has not changed its business.

6. Dividend

The Board recommended a Dividend of Rs. 0.50 paise per Equity share for the year..

7. Reserves

The Board of the Company has decided to carry Rs. 88.64 Lacs to the Reserves of theCompany.

8. Finance

Cash and cash equivalents as at March 31 2017 were Rs.11932505/-. The Companycontinues to focus on judicious management of its working capital receivables andinventories. Other working capital parameters were kept under strict check throughcontinuous monitoring.

9. Share Capital

The Authorized share capital of the Company is Rs. 50000000/-(Equity Shares of5000000). Further the Paid up Capital of the Company has been raised from Rs.16732500/- (Equity Shares of 1673250) to Rs.22812500/- (Equity Shares of 2281250)pursuant to allotment of 608000 equity shares of Rs 10/- each at a premium of Rs.59/- perEquity Shares by way of Initial Public Offer. Apart from this during the year yourCompany has not issued any Equity shares with differential voting rights.

However the Company at their Extra Ordinary General MeetingEmployeeStockOptionScheme2016foremployees.Nooptionshave been granted under the saidscheme as on the date of this Annual Report.

10. Meetings

During the year Six Board Meetings were convenedandheldandtheinterveninggapbetweentheMeetingswas within the period prescribed under theCompanies Act 2013.

The dates on which the Board Meetings were held are 19th April 2016 25th May 201601st August 2016 27th August 2016 09th November 2016 and 06th March 2017.

11. Details of Directors or Key Managerial Personnel Appointed or Resigned During theYear Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 Ms. Gundlapally PraveenaReddy Whole time Director and Ms. Geeta Goti Executive Director retire by rotation atthe forthcoming Annual General Meeting and being eligible offered themselves. forreappointment.

Appointment of Director

Mr. Atal Malviya was appointed as Additional Director in the capacity of IndependentDirector of the Company pursuant to the provisions of the Companies Act 2013 and Rulesmade thereunder through resolution passed by Circulation on May 24 2016 and the same wasregularized by the members of the Company in the Extra Ordinary General Meeting held onAugust 18 2016.

Change in Designation/ Resignation of Director

Mr. Atal Malviya was regularized as Independent director by the members of the Companyin the Extra Ordinary General Meeting held on August 18 2016

Resignation of Key Managerial Personnel

Ms. Harshita Jain resigned from the post of Company Secretary of the Company witheffect from November 10


Appointment of Key Managerial Personnel

Pursuant to the provisions of Section 2(18) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2014Ms. Ramyanka Yadav K was appointed as Company Secretary of the Company with effect from11th November 2016.

Pursuant to the provisions of Section 2(18) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2014Ms. Megha Chandak was appointed as Company Secretary of the Company with effect from 08thFebruary 2017.

12. Details of Remuneration to Directors

The informationrelating to remuneration of Directors and details of the to the medianemployee's remuneration and other details as required pursuant to section 197(12) of theAct along with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

13. Declaration by Independent Directors

The Independent Director(s) have submitted the declaration of independence Act statingthat he/they meet the criteria of independence as provided in sub-section Companies Act2013.

14. Annual Evaluation of the Board

Pursuant to the provisions of the Act and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual evaluation of its performance the Directors individually as well as theevaluation of the working of its Audit and Nomination & Remuneration Committees.

The following are some of the broad issues that are considered in performanceevaluation: Criteria for evaluation of Board and its Committees:

?? Setting up of performance objectives and performance against them

?? Board's contribution to the growth of the Company

?? Whether compositionof the Board and its Committees is appropriate with the right mixof knowledge and skills sufficient to maximize performance in the light of future strategy

?? Board's ability to respond to crisis

?? Board communication with the management team

?? Flow of quality information to the Board

Criteria for evaluation of Independent Directors

1. Demonstrates willingness to devote time and effort to understand the Company andits

2. Demonstrates knowledge of the sector in which the Company operates

3. Quality and value of their contributions at board meetings

4. Contribution to development of strategy and risk management policy

5. Effective and proactive follow up on their areas of concern

Criteria for evaluation of Non-Independent Directors

1. Knowledge of industry issues and exhibition of diligence in leading theorganization

2. Level of attendance at the Board and Committee meetings where he is a member

3. Effectiveness in working with the Board of Directors to achieve the desiredresults

4. Providing direction and support to the Board regarding its fiduciary obligationsand governance role

5. Providing well-balanced information and clear recommendations to the Board as itestablishes new policies

15. Audit Committee

The Board has constituted Audit Committee as required Committee is as under:

Name of the Member Designation
Mr. Biju Varkkey Chairman
Ms. Nina Elizabeth Woodard Member
Mr. Atal Malviya Member

The role of the Audit Committee shall include the following:

1. Oversight of our Company's financial reporting process and the disclosure of itsfinancial information ensure that the financial statements are correct sufficient andcredible;

2. Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees;

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to our Board for approval with particular reference to: (a)Matters required to be included in the Director's Responsibility Statement to beincluded in our Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act; (b) Changes if any in accounting policies and practices andreasons for the same; (c) Major accounting entries involving estimates based on theexercise of judgment by management; (d) Significant adjustments made in thefinancial statements arising out of audit findings; (e) Compliance with listing andother legal (f) Disclosure of any related party transactions; and (g) Qualificationsin the draft audit report.

5. Reviewing with the management the quarterly financial statements beforesubmission to our Board for approval;

6. Reviewing with the management the statement of uses / application of fundsraised through an issue (public issue rights issue preferential issue etc.) thestatement of funds utilized for purposes other than those stated in the offer document /prospectus / notice and the report submitted by the monitoring agency monitoring theutilization of proceeds of a public or rights issue and making appropriaterecommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entitywith related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity wherever it isnecessary; 11. Evaluation of internal financial controls and risk managementsystems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems; 13. Reviewing with the managementperformance of statutory and internal auditors and adequacy of the internal controlsystems; 14. Reviewing the adequacy of internal audit function if any includingthe structure of the internal audit department staffing and seniority of the officialheading the department reporting structure coverage and frequency of internal audit; 15.Discussion with internal auditors any significant findings and follow up there on; 16.Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board; 17. Discussionwith statutory auditors before the audit commences about the nature and scope of audit aswell as post-audit discussion to ascertain any area of concern; 18. To look intothe reasons for substantialdefaults in the payment to the depositors debenture holdersshareholders (in case of non-payment of declared dividends) and creditors; 19. Toreview the functioningof the Whistle Blower mechanism in case the same is existing; 20.Approval of appointment of CFO (i.e. the whole-timeFinance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience & background etc. of the candidate.

21. Carrying out any other function as is mentioned in the terms of reference ofthe Audit Committee.

16. Nomination and Remuneration Committee & RemunerationPolicy Nomination andRemuneration Committee

The Board has constituted Nomination and Remuneration Committee as required underCompanies The Composition of the Committee is as under:

Name of the Member Designation
Mr. Atal Malviya Chairman
Ms. Nina Elizabeth Woodard Member
Mr. Biju Varkkey Member
Mr. Gundlapally Ramalinga Reddy Member

In terms of the provisions of Section 178(3) of the Companies Act 2013 the Nominationand Remuneration Committee is responsible for formulating the criteria fordeterminingthequalifications attributes and Independence of a Director. The Nominationand Remuneration Committee is also responsible for recommending to the Board a policyrelating to the remuneration of the Directors Key Managerial Personnel and SeniorManagement.

In line with the requirement the Board has adopted a Nomination and RemunerationPolicy for Directors Key Managerial Personnel and Senior Management which is as follows.

Objectives of the Policy

The objectives of this policy are as detailed below:

?? To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of a Director (Executive /Non-Executive)andrecommend relatingto the theBoardpolicies remuneration of theDirectors Key Managerial Personnel and other employees.

?? The policy also addresses the following items: Committee member qualifications;Committee member appointment and removal; Committee structure and operations; andCommittee reporting to

?? To formulate the criteria for evaluation of performance of all the Directors on theBoard;

?? To devise a policy on Board diversity; and

?? Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof Directors their appointment and removal.

?? Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent Directors.

?? To lay out remuneration principles for employees linked to their effort to theCompany's goals.

Remuneration Policy

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Our compensation philosophy is to align Directorsand Husys Minds compensation with our business objectives so that compensation is used asa strategic tool that helps us recruit motivate and retain highly talented individualswho are committed to our core values. We believe that our compensation programs areintegral to achieving our goals. Through its compensation program the Company endeavorsto attract retain develop and motivate a high performance workforce. The Company followsa compensation mix of fixed pay benefits and performance based variable pay. Individualperformance pay is determined by business performance of the Company. The Company paysremuneration by way of salary benefits perquisites and allowances (fixed component) andperformance incentives commission (variable component) to its Chairman Managing Directorand other Executive Directors. Annual increments are decided by the Nomination &Remuneration Committee within the salary scale approved by the Board and Shareholders.

17. Stakeholder Relationship Committee

The Board has constituted Stakeholder Relationship Committee as required underSecurities Exchange Board of India (Listing obligations and Disclosure Requirements)Regulations

The Composition of the Committee is as under:

Mr. Biju Varkkey Chairman
Ms. Geeta Goti Member
Ms. Nina Elizabeth Woodard Member
Mr. Gundlapally Ramalinga Reddy Member

Set forth below are the terms of reference of our Stakeholders Relationship Committee.

1. Considering and resolving grievances of shareholders debenture holders andother security holders;

2. Redressal of grievances of the security holders of our Company includingcomplaints in respect of transfer of shares non-receipt of declared dividends balancesheets of our Company etc.;

3. Allotment of Equity Shares approval of transfer or transmission of equityshares debentures or any other securities;

4. Issue of duplicate certificates and new certificates onsplit/consolidation/renewal etc.

5. Overseeing requests for dematerialization and re-materialization of shares; and

6. Carrying out any other function contained in the equity listing agreements asand when amended from time to time.

Investor Grievance Redressal Policy

The Company has adopted an internal policy for Investor Grievance handling reportingand solving.

18. Vigil Mechanism

The Company has formulated a Whistle blower policy and has established vigil mechanismfor employees including Directors of the Company to report genuine Concerns. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theAct.

19. Risk Management Policy

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on time to time basis.

20. Policy on Preservation of the Documents

The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations ensuresafekeeping of the records and safeguard the Documents from getting manhandled while atthe same time avoiding superfluous inventory of Documents.

21. Policy on Criteria for Determining Materiality of Events

The Policy is framed in accordance with the requirements of the Regulation 30 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Regulations).

The objective of the Policy is to determine materiality of events or information of theCompany and to ensure that such information is adequately disseminated in pursuance withthe Regulations and to provide an overall governance framework for such determination ofmateriality.

22. Obligation of Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

In order to prevent Sexual Harassment of Women at Workplace a new act “The SexualHarassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013”has been notified th December 2013. Under the on9 said Act every Company is required toset up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee.

The Company has adopted “Anti-Sexual Harassment Policy” constituted“Redressal Committee” as required under section 4 (1) of Sexual harassment ofwomen at work place (prevention prohibition and

This Committee consists of following members:

Ms. Saritha Pandurangi Ms. Snehalata Somayajula Ms. Geeta Goti Ms. Megha Chandak

During the year under review no complaint of harassment at the workplace was receivedby the Committee.

23. Auditors: Statutory Auditors

M/s. JBRK & Co. Chartered Accountants Hyderabad Firm Registration Number005775S Re-appointed as Statutory Auditors of the Company to hold office until theconclusion of the upcoming Annual General Meeting. subject to ratification of theappointment by the Members of the Company at every Annual General Meeting as per theprovisions of the Companies Act 2013 till the conclusion of forth coming fourth AnnualGeneral Meeting of the Company.

In this regard the Company has received certificate from the Auditors to the effectthat if they are appointed it would be in accordance with the provisions of section 141 ofthe

Accordingly proposal for their re-appointment as Statutory Auditors is being placedbefore the shareholders for approval at the 12th Annual General Meeting.

Auditors' Report

M/s. JBRK & Co. Chartered Accountants Hyderabad Firm Registration Number 005775Shave issued their Report for the Financial Year ended 31st March 2017.

or disclaimer by Thereisnoqualificationreservation the Statutory Auditors in theirreport and hence no explanation or comments of the Board is required in this matter.

Disclosure about Cost Audit

The Central Government has not prescribed the maintenance of Cost records under section148(1) of the Companies Act 2013 for any of the services rendered by the Company.

Secretarial Audit

A Secretarial Audit Report given by R&A Associates Company Secretaries is annexedwith the report. The report is self-explanatory and do not call for any further comments.

Internal Audit Controls and their adequacy

The Company has a proper and adequate system of internal controls commensurate withthe size scale and complexity of its operations. This ensures that all transactions areauthorized recorded and reported correctly and assets are safeguarded and protectedagainst loss from unauthorized use or disposition. In addition there are operationalcontrols and fraud risk controls covering the entire spectrum of internal financialcontrols.

To maintain its objectivity and independence the Internal Audit function reports to theChairman of the audit committee of the Board and to the Chairman and Managing Director.

The internal Audit department monitors and evaluate the efficiency and adequacy of theinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit functions process owner undertake corrective actions in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the audit committee of the Board.

Adequacy of internal controls with reference to the financial statements

The Company has internal Auditors and the Audit Committee constituted During the yearthe Company continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

24. Details of Subsidiaries Joint Venture or Associates

The Company has no Subsidiaries Joint Venture or Associates.

25. Group Entities

Below mention are the details of Companies/Entities promoted by the promoters of ourCompany. No equity shares of our Group Companies are listed on any stock exchange and theyhave not made any public or rights issue of securities in the preceding three years.

Our Group Entities include:

1. Veena Educational Society

2. Gymin Sport Private Limited

26. Details of significant and material orders passed by the regulators or courts ortribunals.

There were no such orders passed.

27. Deposits from Public

The Company has not accepted any Deposits within the ambit of Section 73 of theCompanies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.

28. Particulars of Loans Guarantees or Investments Under Section 186

No loans and advances given to the Key Managerial Personnel except loans and advancesgiven to our Promoters Mr. Gundlapally Ramalinga Reddy of Rs. 12.15 Lacs as on the dateMarch 31 2017 the whole amount is repaid on 30.05.2017.

29. Particulars of Contracts or Arrangements with Related Parties:

All transactionsentered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and on arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of form AOC- 2 is not required Suitable disclosure as required by theAccounting Standards (AS 18) has been made in the notes to the Financial Statements.

Policy on Related Party Transactions

The Company has developed a Related Party Transactions Policy for purpose ofidentification and monitoring of such transactions.

The objective of this Policy is to set out (a) the materiality thresholds for relatedparty transactions and; (b) the manner of dealing with the transactions between theCompany and its related parties based on the Act Clause 23 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and anyother laws and regulations as may be applicable to the Company.

The policy on related party transactionsas approved by the Board is uploaded on theCompany's website and can be accessed at

30. Particula rs of Employees

There are no employees drawing remuneration in excess of the limits prescribed underRule 5(2) of the (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Information as required under the provisions of Rules 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are set out inDirectors' Report.

31. Material Changes and Commitments

There arenomaterialchangesandcommitmentsaffectingthe financial position financialoftheCompanyfromthe year ended 31st March 2017 to the date of signing of the Director'sReport.

32. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

33. Listing with Stock Exchanges

At present the equity shares of the Company are listed on the Emerge-the SME GrowthPlatform of National Stock Exchange at Mumbai. The Company confirmed it has paid AnnualListingFees due to the National Stock Exchange for the year 2017-18.

34. Corporate Governance

Your Company has been practicing the principles of good corporate governance. Adetailed report on corporate governance is available in annual report.

35. Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992read with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time totime the code of conduct for prevention of insider trading and the Code for CorporateDisclosures (”Code”) as approved by the Board from time to time are in forceby the Company. The objective of this Code is to protect the interest of shareholders atlarge to prevent misuse of any price sensitive information and to prevent any insidertrading activity by dealing in shares of the Company by its Directors designatedemployees and other employees. The Company also adopts the concept of Trading WindowClosure to prevent its Directors Officers designated employees and other employees fromtrading in the securities of Husys Consulting Limited at the timewhen there is unpublishedprice sensitive information.

36. Depository System

As the Members are aware your Company's shares are trade-able compulsorily inelectronic form and your Company has established connectivity with both NationalSecuritiesServices (India) Limited (CDSL). In view of the numerous advantages offered by thedepository system the members are requested to avail the facility of Dematerialization ofthe Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity sharesis INE336T01010.

37. Extract of Annual Return

The Extract of Annual Return is prepared in Form MGT-9 as per the provisions ofthe Companies Act 2013 and Rule 12 of Companies (Management and Administration) Rules2014 and the same is enclosed in Annual Report.

38. Directors' Responsibility Statement

Pursuant to the Provisions of Section 134 of the Companies Act 2013 the Director'sstates that:

(a) In the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;

(b) The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andStatement of Profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;and

(e) The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

39. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

Section134 of the Companies Act 2013 read with the TheparticularsasprescribedunderSub Section Companies (Accounts) Rules 2014.

A. Conservation of Energy:

The Company'scoreactivity is Human Resource Management and services related which isnot power intensive. The Company is making every effort to conserve the usage of power

B. Technology Absorption (R&D Adaptation and Innovation):

1. Efforts in brief made towards technology absorption adaptation andinnovation:

(i) Continuous research to upgrade existing products and to develop new productsand services. (ii) To enhance its capability and customer service the Companycontinues to carry out R & Dactivities in house.

2. Benefits derived as a result of the above efforts:


(i) Introduction

(ii) Upgradeofexisting

3. Futureplanof

Husys will continue to invest in and adopt the best processes and methodologies suitedto its line of business and long-term strategy. Training employees in the latestappropriate technologies will remain a focus area. The Company will continue to leveragenew technologies and also on the expertiseavailable.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual Outflows

Particulars 2016-2017 2015-2016
Foreign Exchange Earnings 125265684 108436572
Foreign Exchange Outgo 496014 397787

40. Business Responsibility Report

Your Company has always been at the forefront of voluntary disclosures to ensuretransparent reporting on all matters related to the Company's governance and businessoperations and has voluntarily undertaken to publish the required data to extentapplicable and accordingly the Business Responsibility Report is annexed in the AnnualReport. The said report comprehensively covers your Company's philosophy on corporatesocial responsibility its sustainability activities pertaining to efforts on conservationof environment events its commitment towards society enhancing primary educationinitiatives and activities this philosophy for the year 2017-18. Business ResponsibilityReport as required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (Regulations) is disclosedseparately in the current Annual Report.

41. Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (ListingObligationsandDisclosureRequirements)Regulations2015(Regulations) is disclosed separately in the current Annual Report.

42. Events during the Financial Year

?? The Company had applied for de-listing from the ITP-EMERGE Platform of NationalStock Exchange vide letter dated April 25 2016 and had been delisted with effect fromw.e.f. June 09 2016 vide letter no.NSE/ LIST/73566 dated May 19 2016.

?? The Company has migrated to the EMERGE THE SME GROWTH Platform of National StockExchange on 27 th September 2016.

43. Acknowledgments

The Directors would like to thank all the Stakeholders including FinancialInstitutions Banks Government Authorities Power Utilities Regulators CustomersVendors and Members for their continued support to the Company. Your Directors also wishto place on record their deep sense of appreciation for the excellent services of theemployees at all levels and all other associated with the Company.

For and on behalf of the Board of Directors For Husys Consulting Limited

Sd/- Sd/-
Gundlapally Ramalinga Reddy Gundlapally Praveena Reddy
Date: 30.05.2017 Managing Director Whole-Time Director
Place: Hyderabad DIN: 00559079 DIN: 00559136


[Section 197(12) r/w Rule 5 of Companies(Appointment and Remuneration of ManagerialPersonnel) Rules 2014]

I. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year;

Mr. Gundlapally Ramalinga Reddy 20.52:1
Ms. Gundlapally Praveena Reddy 6.45:1
Ms. Geeta Goti 17.41:1

II. The percentage increase in remuneration of each Company Secretary or Manager ifany in the financial year;

Mr. Gundlapally Ramalinga Reddy 36%
Ms. Gundlapally Praveena Reddy Nil
Ms. Geeta Goti 27%
Mr. Francis Paul Nil
Ms. Harshita Jain Nil
Ms. Megha Chandak Nil

III. The percentage increase in the median remuneration of employees in thefinancial year;

The percentage increase in the median remuneration of Husys during the financialyear is1%.This has been arrived at by comparing the median remuneration of the cost-to-theCompany of the Husys Consultingas on March 31 2017 and the median remuneration of thecost-to-the Company of the Husys Consultingas on March 31 2016.

IV. The number of permanent employees on the rolls of Company;

The total number of Husys't as on March 31 2017 was 167 and as on March 31 2016 was142.

V. The explanationon the relationship between average increase in remuneration andCompany performance;

The increase in Company revenue for the Financial Year 2016-17 over 2015-16 was 17.20%and the average increase given to employees was 10%. The average increase in remunerationis not based on Husys Consulting's performance alone but also takes into considerationother factors like market benchmark data; the average increases being given by peercompanies and overall budgetary impact within the Company. The % increase which was givenin FY 2016- 17 was at similar levels as the rest of the industry and as factored in thebudget for the year.

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company;

The remuneration of the Key Managerial Personnel was 2.75% of revenue and 39.96% ofProfits.

VII. Variations in the market capitalisation of the Company price earnings ratio asat the closing date of the current financial year and previous financialyear andpercentage increase over decrease in the market quotations of the shares of the Company incomparison to the rate at which the Company came out with the last public offer in case oflisted companies and in case of unlisted companies the variations in the net worth ofthe Company and previous financialyear; asatthe close of the current financial

2017 2016
Share price as at March 31 41.00 70.00
No of equity shares 2281250 1673250
PE ratio 6.46 21.08
Market capitalization 93531250 117127500

VIII. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration justification thereof and point out ifthere are any exceptional remuneration : Nil

IX. Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company

The comparison of remuneration of the each of the Key Managerial personnel against theCompany PAT and Revenue for the FY 2016-17 is as follows

Name of the Director % of revenue % of PAT
Mr. Gundlapally Ramalinga Reddy 1.27 18.48
Ms. Gundlapally Praveena Reddy 0.39 5.81
Ms. Geeta Goti 1.08 15.68

X. The key parameters for any variable component of remuneration availed by theDirectors;

The key parameters for variable components are Company PAT EBITDA Revenue and shareprice.

XI. The ratio of the remuneration of the highest paid director to that of theemployees who are not Directors but receive remuneration in excess of the highest paiddirector during the year;

Not applicable. There are no Husyst who are getting paid more than the highest paidDirector during the current financial year

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

Yes; the remuneration is as per the remuneration policy of the Company.