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MphasiS Ltd.

BSE: 526299 Sector: IT
NSE: MPHASIS ISIN Code: INE356A01018
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OPEN 1200.00
PREVIOUS CLOSE 1187.20
VOLUME 17324
52-Week high 1237.30
52-Week low 575.00
P/E 30.64
Mkt Cap.(Rs cr) 23,171
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 1200.00
CLOSE 1187.20
VOLUME 17324
52-Week high 1237.30
52-Week low 575.00
P/E 30.64
Mkt Cap.(Rs cr) 23,171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MphasiS Ltd. (MPHASIS) - Director Report

Company director report

Dear Shareholders

We have pleasure in presenting you the twenty seventh Annual Report of your Company forthe year ended 31 March 2018.

FINANCIAL PERFORMANCE

Key aspects of the financial performance of the Company are as follows :

( Rs  million)

CONSOLIDATED

STANDALONE
Particulars Year ended 31 March 2018 Year ended 31 March 2017 Year ended 31 March 2018 Year ended 31 March 2017
Revenues 67079 63150 33965 32051
Expenses 55803 52158 24660 23788
Profit before taxation 11276 10992 9305 8263
Net Profit 8375 7916 7398 6250
Transfer to General Reserve 740 625 740 625

Note: The figures are rounded off to the nearest integer.

A detailed analysis of the performance is available in the section titled ManagementDiscussion and Analysis of Financial Condition and Results of Operations in this AnnualReport.

OUTLOOK

As digital technologies have become synonymous with business transformation anddominate boardroom conversations organizations are metamorphosing into cognitiveenterprises. Artificial Intelligence (AI) and Machine Learning (ML) are contributing tothe steady build-up of the ‘Intelligent Digital Mesh' as described in Gartner's Top10 Strategic Technology Trends for the year 2018 and are expected to be the game changersof the coming decade. The ability to use AI to augment decision making reinvent businessmodels and ecosystems and re-create customer experience will drive the payoff for digitalinitiatives in the years leading to 2025. A recent Gartner survey showed that 59% of theorganizations are still gathering information to build their AI strategies while othershave already made progress in piloting or adopting AI solutions.

Today there are over 5000 cognitive engines and in the next five years they areexpected to be well over a million engines. The ‘intelligent digital organizations'are poised to grow further beyond 2018. As enterprises leverage the potential of thesecognitive platforms they will experience disruptive and creative revolution at anunprecedented level. CIOs view making progress with AI initiatives as one of their topfive priorities for the year 2018. By 2020 85% of CIOs will be piloting AI programmesthrough a combination of buy build and outsource models. Mphasis is focused onarchitecting these new business models as the Company continually develops and adapts tothe changing marketplace realities. We have architected our Front2BackTMtransformation strategy to empower our clients so that they can reimagine their digitalfuture. Customers (C) are at the core of our ‘Inverted T' strategy an integrateddomain-technology play that ensures focus on industry expertise and technology. Ourexpertise to leverage the exponential power of cloud and cognitive (X2C2TM)technologies helps to provide hyper personalised (n=1) experience. Thus C=X2C2TM=1aims to deliver high-impact business outcomes of speed innovation and cost-effectivenessalong with Service Transformation.

DeepInsightsTM was developed by Next Labs the research and innovation hubof Mphasis a part of Mphasis' commitment to the leverage cutting-edge technology for itsclients. DeepInsights™ is a cognitive intelligence platform that enables enterprisesto harness insights from data. State-of-the-art algorithms in machine learning neuralnetworks deep learning semantics image analytics graph theory predictive analyticsand natural language processing power the platform. DeepInsights™ allows enterprisesto engage with their customers through personalised experiences and explore newer businessmodels that leverage the potential of anywhere anytime on any device computingcapabilities. Mphasis launched Sparkles an innovation lab which offers startups aplatform to showcase innovative solutions to large enterprises and incorporate suchproducts into Mphasis solutions. Sparkles Lab is fostering a unique partnership betweenglobal enterprises and promising technology start-ups. It aims to co-create newdisruptive solutions that can have a positive impact on enterprise clients' businessaddressing their challenges. Mphasis' vast technology experience helps tie togetherintegration services domain capabilities and disruptive technologies from startups. Thecollaboration will not only lead to new insights into the impact of these disruptivetechnologies but also offer go-to-market solutions for our enterprise clients.

As a part of Sparkles Mphasis partnered with Plug and Play Tech Center a globalstartup ecosystem and venture fund specializing in the development of technology startups.Mphasis will offer mentoring support to the emerging technology startups developdomain-focused solutions extend access to its enterprise clients and help them scale. Weidentify and nurture promising technology startups and help them to succeed.

Mphasis is geared up to achieve greater success through its C= X2C2TM=1framework integrated with consumer-centric Front2BackTM and ServiceTransformation approach to drive a growth that is profitable responsible competitiveand consistent thus re-defining the strategic direction of the Company.

DIVIDEND

Your directors are pleased to recommend a final dividend of Rs  20/- per equityshare of Rs  10 each for the financial year ended 31 March 2018 subject to yourapproval at the ensuing Annual General Meeting.

BUYBACK

During the year under review the Company had completed a buyback of 17370078 equityshares of the Company representing 8.26% of the total paid up equity share capital of theCompany at a price of Rs  635 per share for an aggregate amount of Rs  11030million from the existing shareholders of the Company on a proportionate basis under theTender Offer method in accordance with the provisions of Securities and Exchange Board ofIndia (Buyback of Securities) Regulations 1998 the Companies Act 2013 and rules madethereunder and all compliances have been duly completed. Consequently the paid up equityshare capital of the Company is reduced to the extent of the shares bought back by theCompany.

ENTERPRISE RISK MANAGEMENT

Enterprise risk management at Mphasis encompasses practices relating to identificationassessment monitoring mitigation and reporting of strategic operations financialcompliance and information risks. The program is aligned with the business strategy of theCompany and has the following objectives: 1. Make risk-informed decisions - no bigmistakes; 2. Find the unexpected before it finds you – no big surprises; and 3.Improve readiness to tackle uncertainty – bring clarity The program is bench markedto COSO guidelines and ISO 31000 and the risk assessments are reviewed by the AuditCommittee on a quarterly basis. A detailed analysis of monitored risks and theirmitigation plans are available in the section titled Management Discussion and Analysis ofRisks and Concerns of this Annual Report.

IN TELLECTUAL PROPERTY RIGHTS

Mphasis recognizes Intellectual Property to be a key business enabler in augmentingboth linear and non-linear revenues while increasing customer confidence and enterprisevaluations. Mphasis has launched the service transformation initiative for the developmentof intellectual property assets to enable execution of projects for its Customers by wayof providing seamless customer experience and faster time to market. Mphasis NEXT Labscontinues to focus on research and innovation on emergent and future paradigms related toMphasis' focus areas through disruptive world-class innovations thought leadership andindustry relevant solutions.

CORPORATE GOVERNANCE

A report on corporate governance along with a certificate from the Auditors confirmingthe compliance for the year ended 31 March 2018 as required under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed and forms part ofthis report.

EMPLOYEES

In FY18 Mphasis continued to maintain the focus on attracting hiring training andinducting top talent of the Industry. On the hiring front we recruited exceptional talentfrom the top-run engineering and management colleges across the country. To train thefresh talent we focused on optimised training duration exhaustive coverage of allfoundation skills greater emphasis and stress on knowledge application continuousmonitoring of trainee performance and exposure to project environment through a real-lifelab.

Mphasis continually enables and encourages its employees to be empowered happy andenthused about work. Our total rewards program is based on principles of equality and isdesigned to support the Company's culture of high performance and innovation. Weintroduced a variety of flexi-benefit choices including meal benefits for Indian employeesand commuter benefits for onsite employees. We continued to base our pay philosophy andvariability in compensation on ‘Pay for Performance' ideology for all employees Weintroduced TalentNext with the aim to transform our culture into one that values andrewards learning. TalentNext is tightly linked to our strategy of C=X2C2TM =1cutting across all our lines of businesses and geographies where each employee will beactively engaged and benefitted. As our first milestone on the TalentNext journey we areimplementing Oracle Cloud HCM which will help us to achieve seamless integration of HRprocesses real-time data better decision making and best-in-class employee experience.We celebrated diversity within Mphasis by hosting an array of activities from financialawareness for women employees to talks with successful industry leaders to honor theachievements and contributions of women.

To propagate fun bonding and celebration at work we hosted our flagship events suchas Bring Your Child to Work Bring your Parents to Work and Mphiesta. We organised yogahealth talks and awareness sessions to promote it as a crucial element of engagement atwork. We also maintain active communities for photography and sports to provide employeesa platform to express their creativity.

COMMUNITY OUTREACH

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Mphasis F1 Foundation has been working to promote equity inclusion and empowermentof the under-represented and underserved communities much before the CSR regulation cameinto force. It invests in the areas of Education Inclusion and Livelihood throughnon-profits and social enterprises. Its constant endeavor has been to support initiativesin the chosen focus areas of CSR including certain unique initiatives. It has attemptedto look into the solutions to disrupt the status quo and bring in fresh thinking to theexisting problems of exclusion deprivation and poverty. Mphasis F1 Foundation focuses onsupporting and experimenting with initiatives that leverage technology and has supporteddisability inclusion and advocacy related causes since its inception. It follows an"inch wide – mile deep" approach in all its initiatives and goes beyondfocusing just on service delivery programs. During the year the Company spent Rs  129.12 million on the CSR expenditure as against the mandated spend of Rs  168.56 million. The Company could not spend the mandated CSR expenditure owing todelays in obtaining statutory approvals from the Government agencies for two of theflagship programmes in the areas of Education and Inclusion which had resulted innon-disbursement of the allocated funds.

Education

One of our flagship programs in education is Arivu-Disha in partnership withHeadstreams. One of the central tenets of the program is to integrate play into learningfor better learning outcomes. Among others this includes developing play-based contentsetting up play based learning environments in schools and motivating teachers to takeownership to integrate play in teaching. Over the last three years the program hasevolved continuously and has generated exceptional results. The program has reached out tomore than 3000 students in Bengaluru Hosakote and Kolar districts in Karnataka. We alsorealized the need to support social entrepreneurs who are working on innovativetechnology-based solutions in education and accessibility. Towards this the F1 Foundationhas partnered with NASSCOM Foundation to provide seed funding and mentoring to the top ICTbased solutions in the space of primary and secondary education and accessibilityallowing us to scale sustainable models for social enterprises.

nclusion I

Mphasis has partnered with the National Centre for Promotion of Employment for DisabledPeople (NCPEDP) on the program ‘Make India Accessible'. The focus of the program ison promoting awareness and striving for policy changes to improve accessibility forpersons with disabilities. This program has been a stellar success with a lot of positivelegislative changes regarding accessibility the most significant of which is the passageof the Rights of Persons with Disabilities Act.

In keeping with our focus on promoting accessibility we launched a program inpartnership with Uber to address the acute need for accessible cabs for people withreduced mobility. Two of Uber's new services – uberASSIST and uberACCESS – werelaunched in October 2017. uberASSIST- Care-Giver Trained Driver Partners: uberASSIST isdesigned to provide for additional assistance for senior citizens and the disabled.Drivers are specially trained to assist riders into the vehicles and they can accommodatefolding wheelchairs walkers and scooters. Since its launch the service has completedmore than 97000 rides in Bengaluru. uber ACCESS : This wheel-chair accessible vehicleservice along with specially trained drivers will have wheel-chair accessible vehicleswith a hydraulic lift for transportation. The uber ACCESS service is expected to becomefunctional in FY19.

Livelihood

Through digital empowerment and vocational training Mphasis strengthens localcommunities with digital and technological literacy and specific skills that enable youthto improve their lifetime earning potential. By scaling global technologies to the locallevel we tailor-make our efforts to meet specific needs on the ground. Mphasis-NudgeGurukul is a program under Livelihood which was started with the objective to alleviatepoverty by providing vocational skills as well as foundational skills training tounderprivileged youth in the age group of 18-25 years and place them in jobs in an urbansetting along with a life-long support system. So far in the last two years the programhas trained around 400 students from under-privileged background. Another program underLivelihood is integrated digital clusters in partnership with DEF. The program is intendedto transform the lives of artisans and the weavers' community in Musiri Trichy inTamilnadu by training them on new age digital design techniques reducing informationasymmetries fostering entrepreneurship and establishing direct market linkages. Theprogram had an impact on more than 1500 weaver families so far.

PREVENTION OF SEXUAL HARASSMENT

Your Company's Code of Business Conduct (COBC) provides broad directions as well asspecific guidelines for all business transactions. The emphasis is on human rightsprevention of fraudulent and corrupt practices avoidance of conflict of interestprevention of sexual harassment and unyielding integrity at all times. Mphasis iscommitted to the provision of a workplace free of Sexual Harassment ("SH") andto provide a redressal mechanism for all complaints of SH without fear or threat ofreprisals in any form or manner whatsoever. The work place in context of SH is notrestricted to the office but includes extended work areas such as Client's place workrelated travel cafeterias and Company sponsored events to name a few.

In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company has established Internal Complaints Committees atall its locations. During FY 2018 41 complaints were received out of which 38 complaintswere disposed of in terms of the aforesaid Act as on 31 March 2018. Outstanding complaintshave since been investigated and disposed within the prescribed time limits.

ESTABLISHMENT OF VIGIL MECHANISM

Mphasis Code of Conduct requires directors officers and employees to observe highstandards of business and personal ethics in the conduct of their duties andresponsibilities. As employees and representatives of the Company they must practicehonesty and integrity in fulfilling their responsibilities and comply with all applicablelaws and regulations. The Company has a Whistleblower Policy to enable persons who observeunethical practices (whether or not a violation of law) to approach the WhistleblowerCustodian without revealing their identity if they choose to do so. This Policy governsreporting and investigation of allegations that are a breach of Code of Business Conduct.This Policy covers all Mphasis group companies and its affiliates and further extends toall Mphasis suppliers and contractors engaged in rendering the services.

There are various channels to report actual or suspected fraud or violation of theCompany's Code of Conduct or Ethics policy i.e. through e-mail to the Whistle Bloweroffice at whistleblower@mphasis.com a written complaint can be dropped into the whistleblower drop box at the respective Company's location or through the Tele-Hotline. TheChairman of the Audit Committee is the Ombudsperson under Whistleblower Policy. Acomplaint can be reported to the Ombudsperson (Ombudsperson@mphasis.com) where thecomplainant feels that the complaint has not been addressed or actioned in a timely andappropriate manner or if the complaint is against any member of the WhistleblowerCommittee or the Executive Council.

The Whistleblower policy is published on the Mphasis website making it accessible toall. Mphasis will keep the whistleblower's identity confidential and prohibits retaliationagainst a whistleblower with the intent or effect of adversely affecting the terms orconditions of employment (including but not limited to threats of physical harm loss ofjob punitive work assignments or impact on salary or wages).

DIRECTORS AND KMP

The members have at the 24th Annual General Meeting held on 9 September2015 appointed Mr. Narayanan Kumar as an Independent Director of the Company to holdoffice for a term of 5 (five) consecutive years with effect from 1 April 2014.Accordingly the current term of Mr. Kumar expires on 31 March 2019. In terms of Section149 of the Companies Act 2013 Mr. Kumar is eligible for being appointed as anIndependent Director for another term of 5 consecutive years effective 1 April 2019. TheCompany has received a Notice in writing from a member proposing his re-appointment as anIndependent Director of the Company for another term of five consecutive years effective 1April 2019.Pursuant to the recommendation of the Nomination and Remuneration Committeethe Board of Directors of the Company at its meeting held on 10 May 2018 approvedsubject to the approval of the members at the ensuing Annual General Meeting there-appointment of Mr. Kumar as an Independent Director for another term of fiveconsecutive years commencing from 1 April 2019.

In accordance with Section 152 of the Companies Act 2013 Mr. Amit Dalmia and Mr.David Lawrence Johnson will retire by rotation at this Annual General Meeting and areeligible for re-election.

The profiles of the present directors including the directors seeking re-appointment atthe ensuing Annual General Meeting are provided in the Annual Report.

The Board recommends the re-appointment of the above directors for approval of themembers.

During the year Mr. A Sivaram Nair EVP Company Secretary General Counsel and EthicsOfficer of the Company resigned from the services of the Company with effect from 31October 2017. The Board of Directors places on record its appreciation for the servicesrendered by Mr. Nair during his tenure with the Company.

Consequent to the resignation of Mr. Nair the Board on the recommendation of theNomination and Remuneration Committee appointed Mr. Subramanian Narayan as CompanySecretary and Compliance Officer of the Company effective 1 November 2017.

STATUTORY AUDITORS

In terms of the Companies Act 2013 M/s. S R Batliboi & Associates LLP CharteredAccountants were appointed as the Statutory Auditors of the Company for a term of threeyears from the conclusion of twenty fourth Annual General Meeting till the conclusion oftwenty seventh annual general meeting. Accordingly the term of M/s. S R Batliboi &Associates LLP would be completed upon the conclusion of this Annual General Meeting. Asper the provisions of the Companies Act 2013 M/s. S R Batliboi & Associates LLP arenot eligible for re-appointment. The Board places on record its appreciation for theservices rendered by M/s. S R Batliboi & Associates LLP during their tenure as theStatutory Auditors of the Company.

The Board of Directors after considering the recommendations of the Audit Committeeat its meeting held on 10 May 2018 has recommended the appointment of M/s. B S R & Co.LLP Chartered Accountants as the Statutory Auditors of the Company for a periodcommencing from the conclusion of this Annual General Meeting till the conclusion of thethirty second Annual General Meeting. The Company has received a certificate from M/s. B SR & Co. LLP Chartered Accountants to the effect that the appointment if made wouldbe in accordance with limits specified under the Companies Act 2013. As required underSEBI Regulations they have confirmed that they hold valid certificate issued by the PeerReview Board of the Institute of Chartered Accountants of India.

A resolution proposing their appointment from the conclusion of this Annual GeneralMeeting till the conclusion of the thirty second Annual General Meeting of the Company ata remuneration to be fixed by the Audit Committee and/or Board of Directors and billedprogressively is submitted at the Annual General Meeting for approval of the members. TheBoard recommends the appointment of M/s. B S R & Co. LLP Chartered Accountants as theStatutory Auditors for approval of the members.

SECRETARIAL AUDITOR

The Board had in its meeting held on 24 January 2018 appointed Mr. S P NagarajanPracticing Company Secretary as the Secretarial Auditor of the Company for the financialyear ended 31 March 2018. As required under the Section 204 of the Companies Act 2013the secretarial audit for the financial year 2018 has been concluded and the SecretarialAudit Report in Form No. MR-3 is annexed and forms part of the Report. The audit reportdoes not contain any qualification reservation or adverse remarks.

DIRECTORS' RESPONSIBILITY STATEMENT

Information as per Section 134(5) of the Companies Act 2013 is annexed and forms partof the Report.

Further based on the confirmation and certificates received the Board of Directorsconfirms that the Company has complied with the Secretarial Standards on the BoardMeetings issued by the Institute of Company Secretaries of India as applicable to theCompany during the financial year ended 31 March 2018.

BUSINESS RESPONSIBILITY REPORT (BRR)

Your Company's business responsibility ingrains the spectrum of nine principles ofNational Voluntary Guidelines issued by the Ministry of Corporate Affairs Government ofIndia along with their key elements. This is enabled by a suite of frameworksgovernance social objectives codified culture charters policies code of conduct andmanagement systems integrated with the business process. Your Company reported itsperformance for the financial year 2018 as per the BRR framework describing initiativestaken from an environmental social and governance perspective. A report detailing thebusiness responsibility practices for the financial year ended 31 March 2018 is uploadedon the website of the Company at www.mphasis.com and forms part of the Annual Report.

OTHER DISCLOSURES

SUBSIDIARIES

As on 31 March 2018 your Company has subsidiaries in Australia Belgium CanadaFrance Germany India Ireland MauritiusNetherlands People's Republic of ChinaPhilippines Poland Singapore the United Kingdom and the United States of America.

In accordance with Section 129 (3) of the Companies Act 2013 the consolidatedfinancial statements are attached to this Annual Report. Further a statement containingsalient features of the financial statements of subsidiaries in the prescribed Form AOC-1is annexed to this Report. The statements provide the performance and financial positionof each of the subsidiaries.

The latest financial statements of the subsidiaries including the audited financialstatements wherever such accounts are audited are available for inspection of themembers at the Registered Office of the Company and are also being uploaded on the websiteof the Company www.mphasis.com. A translated copy of the financial statements which arenot in English language have been provided where such accounts are in the foreignlanguage. A copy of the above financial statements shall be sent to the members uponrequest.

EMPLOYEES STOCK OPTION PLANS AND RESTRICTED STOCK UNIT PLANS

Your Company's Employee Stock Option Plans (ESOP) are administered through the MphasisEmployees Equity Reward Trust and the Restricted Stock Unit Plans (RSUs) are administeredthrough the Mphasis Employees Benefit Trust. Further all the plans are administered bythe ESOP Compensation Committee of the Board.

Your Company currently has two stock option plans in operation namely MphasisEmployees Stock Option Plan – 1998 (ESOP 1998) (Version I and II) and MphasisEmployees Stock Option Plan – 2016 (ESOP 2016) in addition to the Mphasis RestrictedStock Unit Plan – 2014 (RSU 2014) and Mphasis Restricted Stock Unit Plan – 2015(RSU 2015). During the year the Company has allotted 213180 shares pursuant to theexercise of stock options and RSUs under ESOP 1998 ESOP 2016 RSU 2014 and RSU 2015Plans.

The information to be disclosed as per Securities and Exchange Board of India (Sharebased Employee Benefits) Regulations 2014 for the financial year ended 31 March 2018 isannexed to the Board's report and also uploaded on the website of the Company atwww.mphasis.com. DIRECTORS' INTEREST AND RELATED PARTY DISCLOSURES

No director was interested in any contracts or arrangements existing during or at theend of the year that was significant in relation to the business of the Company. Nodirector holds any shares or stock option in the Company as on 31 March 2018 except Mr.Nitin Rakesh Chief Executive Officer and Executive Director who holds 909000 stockoptions. None of the directors had any other interest in the share capital of the Companyas at 31 March 2018. All the transaction entered into with Related Parties as definedunder Section 2(76) of the Companies Act 2013 and Regulation 23 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 during the financial year were in the ordinary course of business and are at anarm's length basis. The Company has a policy for dealing with Related Party Transactionswhich has been uploaded on the Company's website at www.mphasis.com.The particulars of thecontract or arrangements with the Related Parties in form AOC-2 is annexed and forms partof this report.

SHARE CAPITAL

The Issued Share Capital of the Company as on 31 March 2018 stood at Rs  1932.60million and Reserves and Surplus stood at Rs  52885 million (consolidated basis) andRs  37141 million (standalone basis) respectively.

PARTICULARS OF EMPLOYEES' REMUNERATION

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014is given in an annexure and forms part of thisreport. However in terms of Section 136(1) of the Companies Act 2013 the report isbeing sent to the members excluding the aforesaid Annexure and shall be available forinspection of the members till the date of the ensuing Annual General Meeting at theregistered office of the Company during working hours. Any Member interested in obtaininga copy of the Annexure may write to the Company Secretary at the Registered Office of theCompany.

In terms of proviso to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 particulars of the employees posted and working in acountry outside India is not circulated to the members but the same shall be filed withthe Registrar of Companies while filing the Financial Statements and Board's Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as at 31 March 2018 in Form MGT-9 is annexed and formspart of this Report. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments under Section 186 of the CompaniesAct 2013 are disclosed in the Financial Statements of the Company.

DEPOSITS

Your Company has not accepted any deposits from the public and as such no principal orinterest was outstanding as on the date of the Balance Sheet.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO A. CONSERVATION OF ENERGY : Your Company's operations involve lowenergy consumption. Mphasis is committed to conserving energy and efficient use of energy.

The key facilities have been awarded a 5 star 4 star or 3 star rating by the Bureau ofEnergy Efficiency Government of India (BEE) in the last five years. The rating is anationally accepted industry benchmark and Mphasis in India is certified by BEE. YourCompany has been awarded by the Confederation of Indian Industry an Environment Healthand Safety (EHS) award with a rating 3 for one of its facilities in Bengaluru for itssustainable initiatives.

The Company has installed lighting energy savers and LED light fixtures occupancysensors enthalpy system automatic operation of AC system at data center to minimizepower consumption and solar inverters at certain facilities to promote sustainable energyusage. The carbon foot-print is monitored every month. One of the Company's facilities inBengaluru has been certified LEED (Leadership in Energy and Environmental Design) Gold byUnited States Green Building Council (USGBC). The Company has also installed energyconsumption monitoring tools to monitor the energy consumption and the carbon foot-printat each location. The data collected by the tool helps the management in monitoring andoptimizing the energy consumption at the locations. Your Company is one of the few ITcompanies in India who have implemented captive renewable energy generation inmulti-locations as part of its sustainability initiatives.

B. TECHNOLOGY ABSORPTION :

Particulars relating to technology absorption are not applicable.

C. FOREIGN EXCHANGE EARNINGS OR OUTGO :
(Rs  million)
(a) Foreign Exchange earned in terms of actual inflows during the year 26689.52
(b) Foreign Exchange outgo in terms of actual outflows during the year 5427.16

SIGNIFICANT AND MATERIAL ORDERS

There were no significant material orders passed by the Regulators or the CourtsTribunals impacting the going concern status and the Company's operations in future.

ACKNOWLEDGEMENT

Your Directors acknowledge the continued support and valuable co-operation extended bythe business constituents investors vendors bankers and shareholders of the Company.The directors place on record their appreciation for the support from the SoftwareTechnology Parks of India the Department of Communication and Information Technology theGovernment of India Government of Karnataka Telangana Maharashtra Tamil Nadu ReserveBank of India other governmental agencies trade associations and NASSCOM. We also thankthe government agencies of various other countries where we have our operations.

Your Directors would like to place on record their appreciation for the employees ofthe Company and its subsidiaries at all levels for their hard work and commitment. Theirdedication and competence have ensured that the Company continues to be a significant andleading player in the industry.

For and on behalf of the Board of Directors
Bengaluru Davinder Singh Brar
10 May 2018 Chairman