|BSE: 500304||Sector: Services|
|NSE: NIITLTD||ISIN Code: INE161A01038|
|BSE 00:00 | 27 Nov||176.45||
|NSE 00:00 | 27 Nov||176.60||
|Mkt Cap.(Rs cr)||2,501|
|Mkt Cap.(Rs cr)||2501.18|
NIIT Ltd. (NIITLTD) - Director Report
Company director report
Dear NIIT Shareowner
Your Directors take pleasure in presenting the 36th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 312019.
The highlights of your Company's financial results for the financial year (FY) April 1 2018 to March 31 2019 (FY19) are as follows:
(Amount in Rs. Million)
Your Company's consolidated total income for FY19 is Rs. 9174 million as against Rs. 8591 million in the previous year and the net profit (after share of Associate's Profit and Non-Controlling Interests) is Rs. 864 million as against Rs. 625 million in the previous year.
The Company's total income for the year under review on a standalone basis is Rs. 4302 million as compared to Rs. 4130 million in the previous year and the net profit is Rs. 164 million as compared to Rs. 51 million in the previous year.
The Corporate Learning Group (CLG) contributed 69% to NIIT's consolidated revenue for FY19 as compared to 61 % in FY1 8. The business grew 22% YoY to Rs. 6324 million. In constant currency the growth was 14% YoY. EBITDA grew 19% YoY to Rs 906 million. The EBITDA margin was steady at 14.3%. During the year the business added 9 new MTS customers including 5 additions in Q4 FY19. This is the highest ever addition for the CLG business. In addition the business expanded 5 contracts and renewed 2 contracts during the year reaffirming the strong value proposition of NIIT's products and services and the customer trust in NIIT.
The business ended the year with 46 MTS customers as compared to 39 at the end of the previous year. As of March 312019 the Revenue Visibility stood at USD 245 million versus USD 218 million at the end of the previous year.
In January 201 8 the Company acquired Eagle International Institute Inc. doing business as Eagle Productivity Solutions (Eagle) throught its wholly owned subsidairay NIIT (USA) Inc. Eagle is a top-rated global provider that specializes in training solutions for companies adopting sophisticated cloud-based enterprise applications in the Pharmaceutical and Life Sciences industries. Eagle has been fully integrated with CLG as the Application Rollout Training practice within CLG.
NIIT's Skills & Careers Group (SNC) contributed 27% to NIIT's revenue for the year. During FY19 the business saw improvement in hiring environment in both the IT and Banking sectors. While the business declined YoY for FY19 due to the decline in demand for traditional courses improvement in the business environment during the year and the growth in NIIT's innovative StackRoute and Talent Pipeline as a Service (TPaaS) initiatives helped the Company stem the decline and ended the year with positive YoY growth for Q4 FY19.
SNC achieved revenue of Rs. 2428 million in FY19 as compared to Rs. 2729 million last year. Cost management initiatives helped the business moderate the negative impact of operating leverage. As a result the business achieved a positive EBITDA of Rs. 6 million versus a loss of Rs. 30 million last year. This includes the Online Learning Business which integrated into the SNC business at the start of the year.
The School Learning Business (SLG) continued on its path of transformation. During the year SLG completed its planned exit from the government schools business. While the ramp down of government schools revenue impacted overall revenue it helped improve its liquidity and capital efficiency. For FY19 revenue from SLG was Rs. 350 million as compared to Rs. 593 million in FY18.
The business also saw uncertainty in the regulatory environment for private schools which led to deferred decision-making and a decline in revenue from private schools for the year. However the business achieved 18% growth in the go-forward private schools business in Q4 FY19.
SLG contributed the balance 4% to NIIT's revenues for FY19. On an overall basis NIIT achieved operating revenue of Rs. 9102 million compared to Rs. 8505 million in the previous financial year a growth of 7%. The revenue growth excluding defocused businesses was 9% YoY. The strong growth in CLG helped to overcome the planned ramp down of revenue from government schools and headwinds in SNC. EBITDA was Rs. 842 million as compared to Rs. 746 million last year up 13% YoY. The EBITDA margin improved 48 basis points YoY to 9.3%.
Your Company continues to target the large opportunity for training in both international and domestic markets and continues to focus on asset-light technology-intensive and IP- driven business models to drive profitable growth.
In Corporate Learning the trend of outsourcing to specialist training companies continues to gather momentum. Your Company expects to accelerate growth in the CLG business and will continue to invest in new capabilities and in strengthening its sales and marketing to address these opportunities. The Company expects growth in both the number of deals and the size of contracts going forward.
In India the demand for hiring picked up in FY19 across both the IT and Banking sectors. However instead of hiring fresh talent in bulk from college or university campuses companies are preferring to recruit trained talent just in time across the year. In addition companies expect a higher level of skill intensity in new hires as well as in existing employees to keep up with changing industry trends.
NIIT's innovative offerings which include StackRoute and Talent Pipeline as a Service (TPaaS) are well geared to help your Company take advantage of this trend. The Company expects these initiatives to help drive the growth for SNC.
In SLG your Company has completed the planned exit from the capital-intensive government schools business in FY19. In private schools the Company plans to leverage existing relationships with the schools to offer comprehensive products offerings to them as well as to offer products and services to students outside the schools through digital channels. However your Company remains cautious due to continuing uncertainty in the regulatory environment.
Your Directors have recommended a dividend of Rs. 5 per equity share for FY19 for the approval of the Members at the ensuing Annual General Meeting (AGM). The proposed dividend is 250% of the face value of Rs. 2/- per share.
Transfer to Reserves
The Company has not transferred any sum to the General Reserve.
Material Changes and Commitments If Any Affecting the Financial Position of the Company
There have been no material changes and commitments affecting the financial position of the Company during FY19.
After the close of FY19 the Company executed a Share Purchase Agreement (SPA) on April 6 2019 with Hulst B.V (Purchaser) and NIIT Technologies Limited (NTL) for the sale of its entire shareholding comprising 14493480 equity shares of Rs. 10/- each in the equity share capital of NTL to Purchaser at Rs. 1394/- per equity share for an aggregate consideration of Rs. 20204 million as per the terms and conditions stated in the SPA.
On May 17 2019 the Company transferred its entire shareholding in NTL to Purchaser in accordance with the terms and conditions of the SPA in an Off-Market Trade and received full consideration of Rs. 20204 million against the transfer of the said shareholding.
The Company has requested NTL to take the necessary action for removal/reclassification from the category of Promoter / Promoter Group.
Henceforth NTL shall also cease to be an associate of the Company.
There has been no change in the nature of the business of the Company.
During the year the Company has allotted 754501 equity shares to the eligible employees on the exercise of stock options granted under the NIIT Employee Stock Option Plan 2005.
Subsidiaries Joint Ventures and Associate Companies
The list of Subsidiaries Joint Ventures and Associates of the Company including the change (if any) during the year is provided in Note no. 30 of the standalone financial statement of the Company.
Pursuant to the provisions of Section 129 (3) of the Companies Act 2013 (Act) a statement containing the salient features of each of the Company's subsidiaries associates and joint venture companies are provided in the prescribed Form AOC-1 annexed herewith as AnnexureA forming part of this Report.
Consolidated Financial Statement
The consolidated financial statement in all material aspects comply with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act [Companies (Indian Accounting Standards) Rules 2015] and other relevant provisions of the Act. Accordingly the consolidated financial statement is prepared.
Pursuant to the provisions of Section 136 of the Act the audited financial statements of the Company (standalone and consolidated) along with the relevant documents and audited accounts of each of its Subsidiaries are available on the website of the Company i.e. http://www.niit.com/ india/training/investors/Pages/financial-performance. aspx. The same are also available for inspection for any member on all working days (except saturdays sunday and public holiday) between 10:00 A.M. to 1:00 PM. at the Registered Office of the Company.
As per the provisions of Section 152 of the Act Mr. Rajendra Singh Pawar Director retires by rotation at the forthcoming AGM of the Company who being eligible offers himself for reappointment. The relevant details are provided in the Notice to the 36th Annual General Meeting.
The Board of Directors (Board) of the Company based on the recommendation of the Nomination and Remuneration Committee (NRC) at its meeting held on March 29 2019 reappointed Mr. Anand Sudarshan and Ms. Geeta Mathur as Independent Directors for a second term of five consecutive years commencing from April 1 2019 to March 312024 subject to the approval of the members by passing Special Resolutions at the ensuing
The Board based on the recommendation of NRC at its meeting held on March 29 2019 appointed Mr. Ravinder Singh as an Additional Independent Director for a term of five consecutive years commencing from March 29 2019 to March 28 2024 subject to the approval of the members by passing an Ordinary Resolution at the ensuing AGM.
The Board also based on the recommendation of NRC at its meeting held on May 25 2019 appointed Mr. Ashish Kashyap as an Additional Independent Director for a term of three consecutive years commencing from June 12019 to May 312022 subject to the approval of the members by passing an Ordinary Resolution at the ensuing AGM.
Mr. Surendra Singh Independent Director of the Company conveyed to the Board that he will not be able to continue for another term due to his other personal engagements. Hence Mr. Surendra Singh ceased to be a Director of the Company with effect from the closing hours of March 31 2019. The Board places on record its appreciation for the very valuable contribution made by Mr. Surendra Singh during his tenure as an Independent Director of the Company.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations).
Further in the opinion of the Board and on the basis of declaration of independence provided by the Independent Directors Mr. Anand Sudarshan Ms. Geeta Mathur Mr. Ravinder Singh and Mr. Ashish Kashyap fulfil the conditions specified in the Act and Rules made thereunder read with the applicable regulations of Listing Regulations for their appointment as Independent Directors of the Company and are independent of the management.
Key Managerial Personnel
As on March 312019 the following officials were the Key Managerial Personnel of the Company in terms of provisions of the Act:
Mr. Vijay K Thadani - Vice Chairman and Managing Director
Mr. P Rajendran - Joint Managing Director
Mr. Sapnesh Kumar Lalla - Chief Executive Officer
Mr. Amit Roy - Chief Financial Officer
Mr. Deepak Bansal - Company Secretary
Meetings of the Board
During the year seven (7) Board Meetings were convened and held. The intervening gap between the two meetings was within the period prescribed under the Act and Listing Regulations. For further details please refer to the Corporate Governance Report forming part of this Report.
Pursuant to the provisions of the Act and Listing Regulations the Board has carried out the Annual Performance Evaluation for itself the Directors individually (including the Chairman of the Board) as well as the evaluation of the working of its Audit Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee and Stakeholders' Relationship Committee.
A structured evaluation form was administered after taking into consideration the inputs received from the Directors covering various aspects of the Board's functioning such as the adequacy of the composition of the Board and its Committees its effectiveness ethics and compliances the evaluation of the Company's performance and internal control and audits.
A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as the level of engagement and contribution effective participation in Board/Committee Meetings independence of judgment safeguarding the interest of the Company and its minority shareholders providing expert advice to Board Board Skill matrix and contributing in deliberations while approving related party transactions.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act the Directors of your Company hereby state and confirm:
a) that in the preparation of the Annual Accounts the applicable Accounting Standards were followed along with the proper explanation relating to material departures;
b) that the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of FY19 and of the profit of the Company for that period;
c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) that the Directors had prepared the Annual Accounts on the going concern basis;
e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
The Directors state that the applicable mandatory Secretarial Standards i.e. SS - 1: Secretarial Standard on Meetings of the Board of Directors and SS - 2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India have been duly followed by the Company.
S. R. Batliboi & Associates LLP Chartered Accountants Gurugram (FRN 101049W/ E300004) were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years at the AGM held on September 22 201 7. The requirement for the annual ratification of auditors' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017 notified on May 7 2018. The Statutory Auditors have confirmed that they are eligible and qualified to continue as Statutory Auditors of the Company.
Statutory Auditors' Report
The notes on Financial Statement (Standalone and Consolidated) referred to in the Auditors' Report are selfexplanatory and do not require any further comments. The Auditors' Report to the members does not contain any qualification reservation or adverse remark.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board appointed Nityanand Singh & Co. Company Secretaries as Secretarial Auditors to conduct secretarial audit of the Company for FY19. The Secretarial Audit Report for FY19 is annexed herewith as Annexure B. The Secretarial Audit Report does not contain any qualification reservation or adverse remark.
The Secretarial Audit Report of the material unlisted Indian subsidiary of the Company in compliance with Regulation 24A of Listing Regulations is annexed herewith as Annexure C. The Secretarial Audit Report does not contain any qualification reservation or adverse remark.
Cost Accounts and Cost Auditors
The cost accounts and records are made and maintained by the Company as required in accordance with the provisions of Section 148 of the Act.
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 the Board had appointed Ramanath Iyer and Co. Cost Accountants as the Cost Auditors of the Company for conducting the audit of cost records of products/services of the Company for FY19. The ratification of remuneration payable to the Cost Auditors is being sought from the members of the Company at the ensuing AGM.
Reporting of Frauds by Auditors
During the year under review Statutory Auditors Secretarial Auditors and Cost Auditors did not report any matter under Section 143(12) of the Act. Hence no detail is required to be disclosed under Section 134(3)(ca) of the Act.
Management Discussion and Analysis Report
Management Discussion and Analysis Report as prescribed under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations is given as a separate section and forms a part of this Report.
Corporate Governance Report
Your Company continues to adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI) and is committed to the highest standard of Corporate Governance. SEBI had amended Listing Regulations to add new corporate governance requirements during FY 1 9 for implementation in a phased manner. The Company is compliant with the new requirements that are applicable. The Company will take necessary steps to meet other new requirements as and when applicable.
Your Company has complied with all the mandatory requirements relating to Corporate Governance in the Listing Regulations. The Corporate Governance Report as per the requirement of Listing Regulations is given as a separate section and forms a part of this Report. The Certificate from the Practising Company Secretary confirming the compliance with the conditions of the Corporate Governance stipulated in Para E of Schedule V of Listing Regulations is also annexed to the Corporate Governance Report.
Corporate Social Responsibility (CSR)
Pursuant to the requirements of Section 1 35 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014 the Company has a Corporate Social Responsibility (CSR) Committee. The details of the Committee are mentioned in the Corporate Governance Report forming part of this Report. The CSR Policy of the Company is available on the website of the Company at https://www.niit.com/authoring/Documents/Other%20Disclosures/CORPORATE%20SOCIAL%20RESPONSIBILITY%20POLICY.pdf.
The Report on the CSR activities is given in Annexure D forming part of this Report approved by the CSR Committee on May 13 2019.
Related Party Transactions
The Board of Directors of the Company has on the recommendation of the Audit Committee adopted a Related Party Transactions Policy for identifying reviewing and approving transactions between the Company and the Related Parties in compliance with the applicable provisions of the Listing Regulations the Act and the Rules thereunder.
All related party transactions entered into by the Company during the year were in its ordinary course of business and on an arm's length basis. There was no material related party transaction made by the Company with Promoters Directors Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were approved by the Audit Committee and were also placed at the Board meeting as a good Corporate Governance practice.
A statement of all related party transactions is presented before the Audit Committee on a quarterly basis and prior/omnibus approval is also obtained for the entire year specifying the nature value and terms and conditions of the transactions.
None of the transactions with the related parties fall under the scope of Section 188 (1) of the Act. The details of related party transactions pursuant to Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 are given in the prescribed Form No. AOC 2 in Annexure E forming part of this Report.
Internal Financial Controls
A detailed note on the Internal Financial Controls system and its adequacy is given in the Management Discussion and Analysis Report forming part of this Report. The Company has designed and implemented a process- driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY19 the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations wherein controls are in place and operating effectively.
Details of the Committees of the Board viz. Audit Committee Nomination & Remuneration Committee Corporate Social Responsibility Committee and Stakeholders Relationship Committee constituted in compliance with the provisions of the Act and Listing Regulations are provided in the Corporate Governance Report forming part of this Report.
In compliance with the various provisions of the Act and Listing Regulations the Company has the following policies:
Policy on Determination of Material Subsidiaries
Policy on Determination of Materiality for disclosure
Policy on Related Party Transactions
Nomination and Remuneration Policy
Code of Conduct to Regulate Monitor and Trading by Designated Persons
Code of Practices and Procedures for Fair Disclosure of UPSI
Policy for Procedure of Inquiry in Case of Leak of UPSI
Whistle Blower Policy
Coode of Conduct
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the The Sexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013. The detail of the Internal Complaint Committee (ICC) is provided in the Corporate Governance Report forming part of this report.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination Remuneration Committee adopted the Nomination and Remuneration Policy as stated in the Corporate Governance Report.
Pursuant to the provisions of Sections 177(9) & (10) of the Act and Regulation 22 of Listing Regulations the Company has established a vigil mechanism for directors and employees to report genuine concerns as stated in the Corporate Governance Report.
Information Relating to Conservation of Energy Technology Absorption Research and Development Exports Foreign Exchange Earnings and Outgo:
a) Conservation of energy
Although the operations of the Company are not energyintensive the management has been highly conscious of the criticality of conservation of energy at all the operational levels and efforts are made in this direction on a continuous basis. Adequate measures have been taken to reduce energy consumption whenever possible by using energy efficient equipment. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 134(3) (m) of the Act read with the Companies (Accounts) Rules 201 4 is not applicable to the Company and hence not provided.
b) Technology absorption
Your Company believes that in addition to progressive thought it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavour to obtain and deliver the best your Company has entered into alliances / tie-ups with major global players in the Information Technology industry to harness and tap the latest and best of technology in its field upgrade itself in line with the latest technology in the world and deploy/ absorb technology wherever feasible relevant and appropriate. Key areas where technology has made an impact are customer acquisition and mobile app- based learning and engagement.
c) Research and development
The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. Capability was developed to create an internet-based delivery platform capable of two-way high-definition video and audio interaction. During the year under review expenditure on research and development is not significant in relation to the nature and size of operations of your Company.
d) Foreign exchange earnings and outgo:
(i) Activities relating to exports initiatives taken to increase exports development of new export markets for products and services and export plans:
The Company exports customized learning content to its overseas clients to meet their varying learning needs. The Company develops content in a range of subjects for widely varied audience. The Company will continue to strengthen its presence in the USA Europe China Africa South East Asia etc. with a view to increase exports.
(ii) Total foreign exchange earned and used:
The foreign exchange earned in terms of actual inflows and the foreign exchange outgo in terms of actual outflows during the year are as follows:
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statement.
Annual Return as required under Section 134 (3) read with 92(3) of the Companies Act 2013 is attached herewith as Annexure F. The same is available on the website of the Company and can be accessed at http://niit.com/ authoring/Documents/AnnualReport/AnnualReport2019. pdf.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
Issue of equity shares with differential rights as to dividend voting or otherwise
Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Plan referred to in this Report
Any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees
Payment of remuneration or commission to Managing Director/Joint Managing Director from any subsidiary
Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its operations in future
In terms of the provisions of Section 73 to 76 of the Act read with the relevant rules made thereunder your Company has not accepted any deposit from the public. Scheme of Amalgamation
The Board of Directors had at its meeting held on March 24 2017 approved a Scheme of Amalgamation for the merger of PIPL Management Consultancy and Investment Private Limited (Amalgamating Company 1) and Global Consultancy and Investment Private Limited (Amalgamating Company 2) (part of Promoter/Promoter Group) with the Company subject to the approval of the National Company Law Tribunal (NCLT) in accordance with the provisions of Sections 230-232 and any other applicable provisions if any of the Act and other regulatory approvals. The Hon'ble National Company Law Tribunal (NCLT) New Delhi Bench vide its Order dated November 12 2018 sanctioned the said Scheme of Amalgamation. Pursuant to the duly approved Scheme of Amalgamation 51282359 equity shares held by amalgamating companies in the share capital of the Company got cancelled and equivalent 51 282359 equity shares were allotted to the shareholders of the amalgamating companies. There was no change in the total equity shareholding (Promoter/Public) of the Company post allotment/cancellation of equity shares.
Particulars of Employees
The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (as amended) is given in Annexure G forming part to this Report.
NIITians are the key resource for your Company. Your Company continued to have a favourable work environment that encourages innovation and meritocracy at all levels. A detailed note on human resources is given in the Management Discussion and Analysis Report. Employee relations remained cordial at all the locations of the Company.
Employee Stock Options
The Company had established Employee Stock Option Scheme 2005 (ESOP 2005) with the objective of attracting and motivating employees by rewarding performance and retaining the best talent. The aim is to develop a sense of ownership among the employees within the organization and to align your Company's stock option scheme with the best practice in the industry. The Nomination and Remuneration Committee has granted 495000 Employee Stock Options (Grant #21) at Rs. 96.15 per option/ share in June 2018; 760000 Employee Stock Options (Grant #22) at Rs. 89.65 per option/share in July 2018; and 150000 Employee Stock Options (Grant #23) at Rs. 93.65 per option/share in January 2019 to the eligible employees under ESOP 2005.
The grant wise details of the Employee Stock Option Scheme is partially provided in the Notes to Accounts of the Financial Statement in Annual Report and a comprehensive note on the same forms part of the Board Report which is available on the website of the Company and the URL for the same is www.niit.com or may be obtained from the Company and is open for inspection at the Registered Office of the Company.
The Directors wish to thank the Company's customers business partners vendors bankers & financial institutions all government & non-governmental agencies and other business associates for their continued support. The Directors would like to take this opportunity to place on record their appreciation for the committed services and contributions made by the employees of the Company during the year at all levels. In addition the Directors also thank Government of other countries where the company has its operations. The Directors also acknowledge and appreciate the support and confidence of the Company's shareholders and remain committed to enabling the Company achieve its growth objectives in the coming years.