To the Members of
LARSEN & TOUBRO INFOTECH LIMITED
Your Directors have pleasure in presenting the Annual Report along with the AuditedFinancial Statements of Larsen & Toubro Infotech Limited (LTI' orCompany') for the financial year ended March 31 2018.
1. FINANCIAL RESULTS
| || || || ||(Rs. Million) |
| ||Standalone ||Consolidated |
|Particulars ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Revenue from operations ||69064 ||61829 ||73065 ||65009 |
|Other Income ||5254 ||1983 ||4261 ||1867 |
|Total Income ||74318 ||63812 ||77326 ||66876 |
|Less: Operating Expenditure ||58583 ||50850 ||61191 ||52707 |
|Less: Finance Cost ||138 ||32 ||157 ||32 |
|Less: Depreciation and amortization ||913 ||1088 ||1563 ||1779 |
|Profit Before Tax (PBT) ||14684 ||11842 ||14415 ||12358 |
|Less: Provision for Tax ||3083 ||2466 ||3291 ||2649 |
|Profit for the year (PAT) ||11601 ||9376 ||11124 ||9709 |
|Less: Non-Controlling Interests ||- ||- ||4 ||2 |
|Add: Balance brought forward from previous year ||20990 ||13272 ||21362 ||13678 |
|Add: Profit and loss account of GDA Technologies Limited (GDA') on amalgamation ||- ||365 ||- ||- |
|Add: Other Comprehensive Income ||62 ||(45) ||62 ||(45) |
|Balance available for disposal which Directors appropriate as follows: ||32653 ||22968 ||32544 ||23340 |
|Less: Dividend (excluding tax) ||3139 ||1700 ||3139 ||1700 |
|Less: Tax on Dividends ||500 ||278 ||500 ||278 |
|Balance to be carried forward ||29014 ||20990 ||28905 ||21362 |
2. PERFORMANCE OF THE COMPANY
On standalone basis revenue from operations and other income for the financial yearunder review were Rs. 74318 Million as against Rs. 63812 Million for the previousfinancial year registering an increase of 16.46%. The profit before tax was Rs.14684 Million and the profit after tax was Rs. 11601 Million for the financial yearunder review as against Rs. 11842 Million and Rs. 9376 Million respectively forthe previous financial year.
On consolidated basis revenue from operations and other income for the financial yearunder review were Rs. 77326 Million as against Rs. 66876 Million for the previousfinancial year registering an increase of 15.63%. The profit before tax was Rs.14415 Million and the profit after tax was Rs. 11124 Million for the financial yearunder review as against Rs. 12358 Million and Rs. 9709 Million respectively forthe previous financial year.
3. CAPITAL EXPENDITURE
On standalone basis as at March 31 2018 the gross fixed and intangible assets stoodat Rs. 6539 Million (previous year Rs. 5889 Million) out of which assets amounting toRs. 820 Million (previous year Rs. 796 Million) were added during the year and the netfixed and intangible assets stood at Rs. 2795 Million (previous year Rs. 2871Million).
On consolidated basis as at March 31 2018 the gross fixed and intangible assetsstood at Rs. 14362 Million (previous year Rs. 11407 Million) out of which assetsamounting to Rs. 2918 Million (previous year Rs. 976 Million) were added during the yearand the net fixed and intangible assets stood at Rs. 6875 Million (previous year Rs.5432 Million).
4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this report.
5. SALE OF SHARES BY THE PROMOTER
Pursuant to the SEBI Circular No.SEBI/HO/CFD/CMD/ CIR/P/43/2018 dated February 222018 the promoter of the Company Larsen & Toubro Limited had sold 3438678 equityshares of the Company between March 1 2018 and April 25 2018. Accordingly Larsen &Toubro Limited holds 140311322 equity shares constituting 81.54% of the paid-up sharecapital of the Company as on the date of this report.
6. DIVIDEND DISTRIBUTION POLICY AND DIVIDEND
The Directors are pleased to recommend final dividend of Rs. 13.50 per equityshare on the face value of Rs. 1 each. During the financial year ended March 31 2018 theCompany paid an interim dividend of Rs. 8.00 per equity share. The total dividendincluding final dividend would amount to Rs. 21.50 per equity share.
The final dividend if approved by the shareholders would be paid/ payable to thoseshareholders whose names appear in the Register of Members as on the Book Closure Datementioned in the Notice convening 22nd Annual General Meeting (AGM') ofthe Company.
The Dividend is based upon the parameters mentioned in the Dividend Distribution Policyapproved by the Board of Directors of the Company on May 4 2017 which is in line withRegulation 43A of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI Listing Regulations'). The Policyis available on the Company's website www.Lntinfotech.com/Investors.
7. MARKETING & COMMUNICATIONS
The Company strengthened its brand awareness and perception globally in FY18. After thebrand launch and global rollout Company strengthened its marketing ecosystem this yearwith investments in modern marketing technologies and inducting talented marketing leadersfrom the industry. Company's participation in major trade shows and conferences like SAPSAPPHIRE Oracle OpenWorld Dreamforce and others improved brand visibility withenterprise technology buyers. The Company deepened its engagement with industryinfluencers and featured in major ratings and rankings for exponential technologies likeDigital Analytics IoT Automation and Cloud.
8. HUMAN RESOURCE DEVELOPMENT
The Company believes that the path to enduring people' success is by building andcontinually refining the Leadership Growth Engine. The Company's programs enable theleaders within the organization to constantly learn and upskill themselves. The followingprograms and interventions support the people guiding initiatives:
Leadership Voyager: Leadership Development is at the heart of people developmentstrategy and specially focuses on strengthening the leadership pipeline. A series ofLeadership Development programs was launched in the month of July 2017. This digitallydriven programs on Workplace' Company's social collaborative platform was madeavailable to employees of LTI across 16 countries. The program currently runs for firsttime managers and senior managers under the brand of I LEAD' and I LEAD Plus'.1326 leaders participated in the programs until March 31 2018.
Diginius Voyager: Keeping in mind the digital transformation in the Company and in theIT industry a series of soft skills programs were launched in the month of July 2017using different methodologies. Handpicked programs from top international Universities onMOOC's and eLearning platforms were made available to the employees in the digital format.
Catalyst: Transforming employee experience and contributing to positive change throughcollaborative efforts of employees as Change Agents (Catalysts) backed byWorkplace'. Here employees can post their queries ideas and complaints. The Companyhas an internal mechanism to periodically review catalyst issues from each functionalrepresentative and recommend changes if any. Intime action has led the Company to record98.50% for query resolution and 83.33% towards idea implementation.
Beliefs Workshop: Beliefs' is an interactive classroom session with an end goalto propose our five Beliefs - go the Extra mile' be Agile' pushfrontiers of Innovation' keep Learning' and solve for Society' to be at theforefront of every business track and transaction. We present concepts of the Beliefs andhow vital it is for each employee to align with them. Success stories challenges and howto create a conducive environment to augment team work and bring about a cool'culture are discussed. So far since October 2017 until March 2018 we have covered around7000+ employees through face to face workshops both in India and onsite.
9. AWARDS & RECOGNITION
In the Analytics solutions category the Company was awarded Silver at Express ITAwards' and also recognized as India Partner of the Year' at Cloudera's 2017 APACPartner Awards. In Analyst and Advisory category the Company has got the followingaccolades:
1. In Leadership Zone in Zinnov Zones 2017 for Robotic Automation Services in overalland BFS segment IoT Technology Services (For System Integration Managed Services BigData Management and Analytics Segments) and Digital Services.
2. As a Leader' in NelsonHall NEAT 2017 for IoT Services Digital Testing and asan Innovator for S/4 HANA Focus.
3. As High Performers in HfS Blueprint Report: Enterprise Blockchain Services 2017.
4. Ranked as Leader' in Property & Casualty and Life & Annuitiescategories of Novarica Market Navigator for IT Services Providers for Insurers 2018Report.
5. Topped the Challengers' List in Everest Group's PEAK MatrixTMService Provider of the Year 2018 Report.
The Company was also bestowed with Humanitarian Award for the reconstruction of GandhiStudy Centre in Chennai.
Further Mr. Sanjay Jalona Chief Executive Officer & Managing Director of theCompany was awarded Exemplary CEO of the Year 2017' by BW Businessworld and Mr.Ashok Sonthalia Chief Financial Officer of the Company was awarded CFO of the Yearin 2018' by Financial Express in the large enterprise having INR 1000 crore plusturnover category.
The Company has the world class infrastructure throughout offices in India and abroadand has been expanding its facilities to keep pace with revenue growth. Emphasis has beenon adding capacity in SEZ locations for new & incremental businesses. During thefinancial year the Company added infrastructure space of 20000 sq.ft. with 247 seats atSEZ in Bangalore and 10000 sq.ft. with 90 seats at Chennai.
Additionally space optimization was carried out through densification therebyincreasing the capacity of 355 seats across Powai Airoli and Pune within the existinginfrastructure space.
The Company has also created client collaborative and interactive workspaceslike Agile space Cyber Defense Resiliency Centre Design Studio making it a new-ageworkplace.
As on March 31 2018 the total capacity at Indian centres stands at 21241 seats overan area of 2208196 sq.ft.
11. QUALITY INITIATIVES
The Company continues all-pervasive commitment to Quality with focus on clientcentricity and continuous improvements. The Company has revamped the Quality Policy toreflect the same. The Quality Policy states:
We strive to be the most client-centric partner by:
Delivering rich and meaningful experiences to our clients and their customers.
Continuously improving our services and solutions with focus on agility andcreativity.
Nurturing an environment that promotes learning and growth.
The Company has aligned and strengthened the management processes with focus on clientcentricity and delivery excellence. We continue to measure project level and leadershiplevel client satisfaction. Various initiatives implemented during the year have helped toimprove client satisfaction levels. Leadership level client experience has alsosignificantly improved for our key accounts.
The Company renewed the focus to deliver value to our clients through initiatives suchas Beyond Extreme Automation and Design Driven Delivery. Beyond' initiative hasbrought in focus on innovation to deliver value to our clients. Extreme Automation'has helped optimize our delivery execution and improve productivity. Design DrivenDelivery' suitably supported by
Agile and DevOps methodologies helps the Company to design and deliver client focusedservices and solutions.
The Company continues to adhere to international certifications viz. ISO 9001 ISO20000 ISO 27001 ISO 14001 and ISO 18001 through combined external audit conducted byBureau Veritas.
The Company continues to sustain CMMI for Development V1.3 at Level 5 for DevelopmentMaintenance Testing and ERP projects. The Company continues to sustain the CMMI forServices V1.3 at Level 5 for Application and Infrastructure Support projects. The Companyhas also sustained the compliance to ISAE 3402 requirements for the projects in theInsurance domain across Business Units and also for client specific engagements in theBanking domain.
12. TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to reserve.
During the year ended March 31 2018 the Company has not accepted any public depositsand as such no amount on account of principal or interest on public deposits wasoutstanding as on the date of the Balance Sheet.
14. DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors hereby confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there has been no material departure;
(ii) 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 March 31 2018 and of the profit ofthe Company for the year ended March 31 2018;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(Act) for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down an adequate system of internal financial controls tobe followed by the Company and such internal financial controls are adequate and operatingefficiently; and
(vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
15. DIRECTORS & KEY MANAGERIAL PERSONNEL
During the year under review following were the changes in the Board and KeyManagerial Personnel:
a. Mr. Sudip Banerjee was appointed as an Independent Director of the Company for aterm of five years upto May 19 2022 with effect from May 20 2017 by the shareholders ofthe Company at its 21st AGM held on August 24 2017.
b. Ms. Subhalakshmi Panse resigned as an Independent Director of the Company witheffect from May 15 2017.
c. Mr. Manoj Koul was appointed as the Company Secretary and Compliance Officer of theCompany with effect from August 24 2017.
Mr. R. Shankar Raman and Mr. S. N. Subrahmanyan Non-Executive Directors of theCompany retire by rotation and being eligible have offered themselves for re-appointmentat the ensuing AGM of the Company. The details of Directors proposed to be re-appointedare given in the Notice convening the 22nd AGM.
16. CORPORATE GOVERNANCE REPORT
A report on Corporate Governance is annexed as Annexure A to this Report.
17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 5 (five) times during the financial year. The details of theBoard meetings and the attendance of Directors is provided in Annexure A to this Report.
Board meeting dates are finalized in consultation with all Directors and agenda backedup by comprehensive notes and detailed background information are circulated well inadvance before the date of Board meeting thereby enabling the Board to take informeddecisions. Detailed business presentations are also made to apprise the Board of theimportant developments.
18. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declaration of Independence from its Independent Directors asstipulated under Section 149(7) of the Act confirming that they meet the criteria ofIndependence. The same is available on the Company's website www.Lntinfotech.com/Investors.
19. INDEPENDENT DIRECTORS MEETING
As per Schedule IV of the Act Secretarial Standards-1 on Board Meetings (SS-1')and SEBI Listing Regulations the meeting of the Independent Directors in FY18 was held onMay 4 2017. Additionally the Independent Directors meeting was also held on May 232018.
20. COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee has formulated a policy on Director'sappointment and remuneration including recommendation of remuneration of Key ManagerialPersonnel and the criteria for determining qualifications positive attributes andindependence of a Director.
21. DISCLOSURE OF REMUNERATION
The details of remuneration as required under Section 197(12) of the Act and Rule 5(1)of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 asamended from time to time is provided in Annexure B to this Report.
The details of employees receiving remuneration as mentioned in Rule 5(2) & 5(3) ofthe Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 asamended from time to time is provided in Annexure I to this Report. In terms ofSection
136(1) of the Act and the Rules made thereunder the Report and Accounts are being sentto the shareholders excluding the aforesaid Annexure. Any shareholder interested inobtaining copy of the same may write to the Company Secretary of the Company. None of theemployees listed in the said Annexure is related to any Director of the Company. Theaforesaid annexure is also available for inspection by the shareholders at the RegisteredOffice of the Company on all working days except Saturdays Sundays and public holidaysbetween 11:00 am and 1:00 pm upto the date of the 22nd AGM.
22. PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS
The Nomination and Remuneration Committee and the Board of Directors have laid down themanner in which formal annual evaluation of the performance of the Board it's CommitteesChairman and individual Directors has to be made.
During the year under review a structured questionnaire was circulated to allDirectors for evaluation of performance of the Board its Committes Chairman andindividual Directors. The questionnaire included criteria such as composition &structure meetings Board effectiveness Board functioning information availabilityetc. These questionaries also cover specific criteria and the grounds on which allDirectors in their individual capacity have been evaluated.
The inputs given by all the Directors were discussed in the meeting of the IndependentDirectors held on May 23 2018 in accordance with Schedule IV of the Act. The performanceevaluation of the Board its Committees Chairman and Directors was also reviewed by theNomination and Remuneration Committee and the Board of Directors which showcased thestrengths of Board and areas of improvement. Overall the Board expressed its satisfactionon the performance evaluation process as well as performance of all Directors Committeesand Board as a whole.
23. BOARD COMMITTEES
The Board has constituted Audit Committee Stakeholders' Relationship CommitteeNomination and Remuneration Committee Corporate Social Responsibility (CSR')Committee and Risk Management Committee in terms of the requirements of the Act and SEBIListing Regulations. The details of each of the Committees is given in Annexure A to thisReport.
24. ANNUAL REPORT ON CSR
The Annual Report on CSR is annexed as Annexure C to this Report. CSR Policy of theCompany is available on the Company's website www.Lntinfotech.com/social-responsibility.
25. BUSINESS RESPONSIBILITY REPORT (BRR')
Pursuant to Regulation 34 of the SEBI Listing Regulations Business ResponsibilityReport for FY18 (BRR') describing initiatives taken by the Company from anenvironmental social and governance perspective is provided in Annexure J forming partof this Annual Report. As a green initiative BRR will be available on the Company'swebsite www.Lntinfotech.com/ Investors. Any shareholder interested in obtaining copy ofthe same may write to the Company Secretary of the Company.
26. CORPORATE SUSTAINABILITY
The Company believes that a healthy planet is essential for a Company's success andtherefore sustainability is an important element. The Company continues to be resourceefficient and puts efforts towards better environment management.
Company has taken various energy conservation initiatives to reduce electricityconsumption and overall carbon footprint on year-on-year basis. The energy conservationinitiatives is given in Annexure G to this report. During the year the Company hasconducted initiatives like Go Green' campaign and PC hibernation' towardsreducing the impact of operational activities on environment. The Company's corporateoffice at Powai Mumbai has been accredited LEED Gold certificate' from US GreenBuilding Council 2016 and it continues to be green building-compliant campus. The Companyparticipates and reports the carbon emissions/energy performances through the CarbonDisclosure Project (CDP).
Company manages and recycles the paper plastic and glass waste efficiently at allthree offices in Mumbai. Second round of surveillance audit of BS OHSAS 18001:2007certification for occupational health and safety has been cleared for eight Companylocations during the year. This approach towards people and planet forms a part of oursustainability framework and business approach.
The Auditors' Report to the shareholders' on the audited standalone and consolidatedfinancial statements of the Company for the year ended March 31 2018 does not contain anyqualification and therefore does not call for any comments from Directors. Further theStatutory Auditors of the Company have not reported any fraud as specified under Section143(12) of the Act. The Independent Auditors Report forms part of this Annual Report.
The Auditors M/s. B. K. Khare & Co. [ICAI Registration No. 105102W] were appointedas Statutory Auditors of the Company by the shareholders at the last AGM held in 2017 fora period of five continuous years from the conclusion of 21st AGM till theconclusion of 26th AGM of the Company.
The Auditors have confirmed that they have subjected themselves to the peer reviewprocess of the Institute of Chartered Accountants of India (ICAI') and hold validcertificate issued by the Peer Review Board of the ICAI.
The Auditors have also furnished a declaration confirming their independence as well astheir arm's length relationship with the Company and declared that they have not taken upany prohibited non-audit assignments for the Company.
The Secretarial Audit Report issued by Ms. Naina Desai Practicing Company Secretarydoes not contain any qualification and is annexed as Annexure D to this Report.
28. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements pursuant to Section 129(3) of the Act preparedin accordance with the Accounting Standards prescribed by the ICAI forms part of thisAnnual Report.
29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a process driven framework for InternalFinancial Controls (IFC') within the meaning of the explanation to Section 134(5)(e)of the Act. For the year ended March 31 2018 the Board is of the opinion that theCompany has sound IFC commensurate with the nature and size of its business operations andoperating effectively and no material weaknesses exist. Further the Company has a processin place to continuously monitor the same and identify gaps if any and implement newand/or improved controls wherever the effect of such gaps would have a material impact onthe Company's operations.
30. CHANGES IN SHARE CAPITAL
During FY18 the Company allotted 1428150 equity shares of Rs. 1 each onexercise of the vested options by the eligible employees under the Employees Stock OptionsSchemes of the Company. Accordingly the paid-up equity share capital of the Companyincreased from Rs. 170.571 Million to Rs. 171.999 Million.
After March 31 2018 the Company has further allotted 19922 equity shares of Rs. 1each on April 19 2018 and 52219 equity shares of Rs. 1 each on May 23 2018 on exerciseof vested options by the eligible employees under the Employees Stock Options Schemes ofthe Company. Consequent to the same there has been an increase in the paid-up equityshare capital of the Company to Rs. 172.071 Million.
31. EXTRACT OF ANNUAL RETURN
The extract of annual return is annexed as Annexure E to this Report.
32. RISK MANAGEMENT
The Company has formulated a Risk Management Policy and has in place a mechanism toinform the Board Members about risk assessment and minimization procedures and aperiodical review is carried out to ensure that Executive Management controls risk bymeans of a properly designed framework. A detailed note on risk management is given in aseparate section of this Annual Report.
33. VIGIL MECHANISM
The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanismframework under the Act. The Whistle Blower Policy encourages and facilitates theemployees to report concerns about unethical behavior actual/ suspected frauds andviolation of the Company's Code of Conduct. The Policy provides for adequate safeguardsagainst victimisation of persons who avail the same and provides for direct access to theChairperson of the Audit Committee. The Audit Committee of the Company oversees theimplementation of the Whistle Blower Policy. Information about the Whistle Blower Policyis available on the Company's website www.Lntinfotech.com/Investors.
34. RELATED PARTY TRANSACTIONS
The Audit Committee and the Board of Directors have approved the Policy for RelatedParty Transactions and the same is available on the Company's websitewww.Lntinfotech.com/Investors.
During the year all the related party transactions were in the ordinary course ofbusiness and at arm's length and were approved by the Audit Committee. There were nomaterially significant transactions with related parties during the year that may haveconflict of interest with the Company.
35. SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES
As at March 31 2018 the Company has 14 subsidiaries including one Joint Venture.There has been no material change in the nature of the business of subsidiaries.
During the year the Company acquired following subsidiary companies:
a. The Company acquired 450000 equity shares of Rs. 10 each (comprising 100%shareholding) of Syncordis Software Services India Private Limited on December 11 2017.
b. The Company through its wholly-owned subsidiary Larsen & Toubro Infotech GmbHGermany acquired 100% shareholding of Syncordis SA a Luxembourg based Company onDecember 15 2017.
Update on Amalgamation of AugmentIQ Data Sciences Private Limited (AugmentIQ')with the Company:
Pursuant to the Scheme of Amalgamation (Scheme') of AugmentIQ Data SciencesPrivate Limited with the Company sanctioned by the Hon'ble National Company Law TribunalMumbai Bench vide it's order dated May 2 2018 AugmentIQ has been amalgamated with theCompany with effect from May 21 2018 with appointed date being April 1 2017.Consequently the entire business assets liabilities duties and obligations ofAugmentIQ have been transferred to and vested in the Company with effect from April 12017.
A statement containing the salient features of the financial statement of subsidiaries/associate/ joint venture companies as per form AOC-1 is annexed as Annexure F to thisReport.
The Company has formulated a policy on the identification of material subsidiaries inline with Regulation 16(c) of the SEBI Listing Regulations and the same is available onthe Company's website www.Lntinfotech.com/Investors. There were no material subsidiariesof the Company as on March 31 2018.
36. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN OR SECURITY PROVIDED
Details of loans given investments made or guarantees given or security provided ifany covered under the provisions of Section 186 of the Act are given in the notes formingpart of the financial statements provided in this Annual Report.
37. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 relating to conservation of energy technologyabsorption foreign exchange earnings and outgo is given in Annexure G to this Report.
38. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS
The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.
39. COMPLIANCE MONITORING SYSTEM
The Company believes that compliance with regulatory laws has become a catalyst forcorporate governance and that a good statutory compliance system is vital for effectiveconduct of business operations. The Company recognizes ethical conduct and compliance withregulatory requirements in both business and internal dealings as part of thorough andtransparent corporate governance and to strengthen such belief the Company ensures thatappropriate business processes and adequate tools are in place for adherence with all thestatutory obligations.
Keeping this in mind the Company has put in place a framework on GlobalCorporate Compliance Tracking System' which outlines the Company's philosophy towardscompliance culture understanding compliances coverage approach responsibilitiesreporting matrix and trainings. The framework focuses on taking up compliance as anintegral element for conducting business and create corporate culture characterized withintegrity and law-abiding behavior. Under this framework identified key stakeholdersacross business units corporate functions and geography heads ensure and confirmcompliance with the provisions of all applicable laws on a continuous basis and aquarterly certificate is presented to the Board of Directors at its meetings confirmingstatus of compliances along with remediation plan for exceptions if any. Any amendmentsto the laws are also reviewed updated in the system and monitored by the Company.
40. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee has been constituted to redress the complaintsreceived regarding sexual harassment. All employees (permanent contractual temporary andtrainees) are covered under this Policy. During FY18 the Company has received threecomplaints on sexual harassment which has been resolved with appropriate action taken bythe Internal Complaints Committee.
41. EMPLOYEE STOCK OPTION SCHEMES
There has been no material change in the Employee Stock Option Schemes (ESOPSchemes') during the financial year under review. The Employee Stock Ownership Scheme 2000and the Employee Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan are in compliancewith the then applicable Act and Regulations if any. Further the Employee Stock
Option Scheme 2015 is in compliance with the Act and SEBI (Share Based EmployeeBenefits) Regulations 2014 and the disclosures relating to the ESOP Schemes of theCompany as required is available on the Company's website www. Lntinfotech.com/Investors.
A Certificate obtained from the Statutory Auditors confirming compliance with the Actand SEBI (Share Based Employee Benefits) Regulations 2014 is given in Annexure H of thisReport.
42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
During the year under review there were no material and significant orders passed bythe regulators or courts or tribunals impacting the going concern status and the Company'soperations in future.
43. GREEN INITIATIVE
Electronic copy of the Annual Report for FY18 and the Notice of the ensuing AGM isbeing sent to all shareholders whose email addresses are registered with the Company/Depository Participant(s). For shareholders who have not registered their email addressesphysical copies are sent through the permitted mode.
The Directors thank the Company's customers vendors banks financial and academicinstitutions employees regulatory authorities stock exchanges & all otherstakeholders for their continued co-operation & support. The Directors alsoacknowledge the support and cooperation from the Government of India and overseas itsagencies and other regulatory authorities. The Directors also wish to place on recordtheir appreciation of employees of the Company and its Group for their commendableefforts teamwork and professionalism.
| ||For and on behalf of the Board of Directors |
| ||Sanjay Jalona ||Aftab Zaid Ullah |
|Place: Mumbai ||Chief Executive Officer & Managing Director ||Chief Operating Officer & Whole-time Director |
|Date: May 23 2018 ||(DIN: 07256786) ||(DIN: 05165334) |