You are here » Home » Companies » Company Overview » OnMobile Global Ltd

OnMobile Global Ltd.

BSE: 532944 Sector: Others
NSE: ONMOBILE ISIN Code: INE809I01019
BSE 00:00 | 22 Feb 30.00 0.40
(1.35%)
OPEN

30.10

HIGH

30.55

LOW

29.80

NSE 00:00 | 22 Feb 29.75 0.10
(0.34%)
OPEN

29.80

HIGH

30.55

LOW

29.35

OPEN 30.10
PREVIOUS CLOSE 29.60
VOLUME 5519
52-Week high 53.45
52-Week low 27.25
P/E 7.59
Mkt Cap.(Rs cr) 317
Buy Price 29.65
Buy Qty 25.00
Sell Price 30.95
Sell Qty 5.00
OPEN 30.10
CLOSE 29.60
VOLUME 5519
52-Week high 53.45
52-Week low 27.25
P/E 7.59
Mkt Cap.(Rs cr) 317
Buy Price 29.65
Buy Qty 25.00
Sell Price 30.95
Sell Qty 5.00

OnMobile Global Ltd. (ONMOBILE) - Director Report

Company director report

Dear Shareholders

The Board of Directors are pleased to present the 18th Annual Report onthe business and operations of the Company together with the audited financial statementsfor the year ended March 31 2018.

RESULTS OF OPERATIONS FOR THE YEAR 2017-18

Summary of the operations of the Company on standalone basis for thefinancial year 2017-18 is as follows:

(In ` Million)

Particulars

2017-18

2016-17

Revenue from operations

2506.32

3049.98

Earnings before other income depreciation and amortization finance charges

(123.02)

72.50

Exceptional item and tax
Exceptional item

-

116.56

Profit/(Loss) before other income depreciation and amortization finance charges and tax

(123.02)

(44.06)

Profit/(Loss) before tax

421.24

490.48

Profit/(Loss) for the year

388.96

426.28

Total Comprehensive Income for the year

424.47

377.02

Equity Share Capital

1055.71

1043.50

Other Equity

6044.23

5741.07

Networth

7099.94

6784.57

Net Block

259.65

334.61

Net Current Assets

2895.10

2879.58

Cash and Cash Equivalents (including other bank balances)

744.15

768.96

Earnings/ (Loss) per share (Diluted) (In `)

3.71

4.04

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

Standalone Financials

During 2017-18 the Company recorded net revenue of

` 2506.32 million as compared to ` 3049.98 million in 2016- 17. TheProfit after tax of the Company is ` 388.96 million in 2017-18 as compared to `426.28million in 2016-17. The diluted Earnings Per Share (EPS) is ` 3.71 per share in 2017-18 ascompared to ` 4.04 per share in 2016-17.

Consolidated Financials

During 2017-18 the Company recorded consolidated net revenue of `6356.05 million as compared to ` 7202.36 million in 2016-17. The consolidated Profitafter tax of the Company for the year 2017-18 is ` 113.45 million as compared to ` 140.90million in 2016-17. The consolidated diluted Earnings Per Share (EPS) for the year 2017-18is ` 1.08 as compared to ` 1.34 per share in 2016-17.

Appropriations Dividend

Your directors are pleased to recommend the following dividend for thefinancial year ended March 31 2018 which is payable on obtaining the shareholders'approval in the 18th Annual General Meeting scheduled for September 18 2018:

Particulars of dividend

Par value (`)

Percentage

Dividend amount per equity share (`)

Date of recommendation Book Closure Date
Final Dividend

10.00

15%

1.50

May 16 2018 September12 2018 to September 18 2018 (both days inclusive)

The total dividend payout amount for the year inclusive of dividenddistribution tax will be ` 190.91 million.

Barring unforeseen circumstances the Board intends to maintain similaror better levels of dividend payout over the next few years. However the actual dividendpayout in each year will be subject to the investment requirements and any other strategicpriorities identified by the Company.

After providing for the dividend the Company proposes to retain `3153.86 million in the Statement of Profit and Loss. The Company is not proposing totransfer any amount to reserves from the profits of the financial year 2017-18.

Liquidity

As on March 31 2018 the Company had liquid assets includinginvestments in fixed deposits and mutual funds of ` 1898.76 million.

CHANGES TO THE SHARE CAPITAL

During the year under review the Company allotted 1220746 equityshares (including bonus shares) on the exercise of stock options under its variousEmployee Stock Option Plans. As a result of the aforesaid allotment of equity shares underESOPs the issued and paid-up share capital of the Company as on March 31 2018 stands at` 1055708360.

SIGNIFICANT EVENTS: 2017-18

Consumer brand ONMO

OnMobile launched its new corporate identity in June 2017. We refreshedour logo to better express who we are as well as to better define the distinction betweenOnMobile Global Limited and its consumer brand ONMO. As the global leader in mobileentertainment and sound we draw on our creativity and technical expertise for animpeccable business-to-business experience. We opted for a fresh and modern typeface forour logo. It's simple round form evokes professionalism and adaptability. The word"mobile" is in a classic dark colour to represent the corporate side ofOnMobile and the splash of red with "on" symbolizes its vitality and just a bitof whimsy. The colours of OnMobile's graphic design are identical to those used for itsconsumer brand ONMO.

OnMobile's Consumer Brand ONMO Sweeps Transform Awards in New York with5 Wins - ONMO the sound based communication brand of OnMobile Global Limited swept theTransform Awards North America 2017 with 5 wins including the Best Overall VisualIdentity. Hosted by Transform Magazine the awards recognize excellence in rebrandingbrand development and the journey brands make. Apart from winning the Best Overall VisualIdentity ONMO got 2 Golds in Best Naming Strategy and Best Visual Identity in TheTechnology Media and Telecommunications Sector. ONMO also won 2 Silvers in Best Use ofAudio Branding and Best Creative Strategy. OnMobile's consumer brand ONMO was awardedfor bringing a revitalized identity to the telecom landscape through a fusion of energeticaudio and visual elements.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

As on March 31 2018 the Company has 44 subsidiaries. In accordancewith Section 129(3) of the Companies Act 2013 the Company has prepared consolidatedfinancial statements of the Company and all its subsidiary companies which forms part ofthe Annual Report. A statement containing salient features of the financial statements ofthe subsidiaries of the Company in Form AOC-1 is given in Annexure I.

In accordance with third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Company www.onmobile.com.Further as per fourth proviso of the said Section audited annual accounts of each of thesubsidiary companies have also been placed on the website of the Company www.onmobile.com.These documents will also be available for inspection during business hours at theregistered office of the Company at Bangalore India.

NEW LOCATIONS

During the year under review the branch of the Company located inQatar shifted to a new address. Similarly there has been a change in the registeredoffice address of OnMobile Brasil Sistemas De Valor Agregado Para Comunicaes MveisLtda. the subsidiary of the Company. The new addresses can be seen under ContactInformation section.

MATERIAL CHANGES FOR THE PERIOD BETWEEN END OF THE FINANCIAL YEAR ANDTHE DATE OF THE REPORT

There have been no material changes for the period between end of thefinancial year 2017-18 and the date of this report affecting the financial position of theCompany.

OPERATIONAL EFFICIENCY

OnMobile operations team continues its efforts to improve theefficiencies. GSOC team has been structured to extend system monitoring & issueresolution 24/7. This has resulted in higher service uptime and improved Turn Around Time(TAT). Monitoring systems around the clock has resulted in proactive identification andresolution of potential issues which in turn helped to maximize monetization. TheDelivery Operations and Engineering teams jointly drove the following efforts:

ISO Certification

OnMobile continues to strive for process excellence. Operations teamhas ensured successful Surveillance Audit for the year 2017 in our effort to ensure thatwe retain our ISO 27001:2013 certification from UKAS. The GSOC Cross Operator Support andsupport function teams were audited extensively under the ISO 27001:2013 standardsframework by DNV. OnMobile has been recommended for recertification in the audit that wasjust concluded.

Automation & Optimization

We continue our efforts towards automation of repetitive tasks.Processes have been mapped to systems to make them measurable in terms of quantity andtime. Data being used to create dashboards track system & team performances and driveimprovements. Few more processes have been put under quality audit and improvement plan.

INFRASTRUCTURE

OnMobile exhibits more than 40 offices across the globe with 2.25 lakhsquare feet of office space. The offices are catalogued as virtual office businesscenters and owned / leased offices. OnMobile headquarters - Electronic city Bangalore - isthe largest facility with 1 lakh square feet of office space. All OnMobile offices arewell equipped with reliable infrastructure & working atmosphere amid high level ofsecurity and safety proficiency. Consistent and scheduled precautionary measures are inplace to circumvent downtime and to ensure business continuity. We operate the facilitiesin a manner that complies with local laws and regulations.

OnMobile provides services to customers PAN India. It has 9 regionalwarehouses furnishing to internal hardware movement and support operations of around 3000servers and 500 network devices across India. OnMobile is accurately a globalestablishment with presence in around 55 countries and relishes enduring trust with globaltelecom operators.

CORPORATE SOCIAL RESPONSIBILITY

With SAHI we continued our support towards cochlear implant surgeriespost-surgical rehabilitation and the digitization of the library. We successfullycontributed towards 4 cochlear implants and about 15 daycare surgeries along with otherthings like stationaries gifts etc to the beneficiary children. The key highlight thisyear was involving our employees in this cause. In line with it we conducted employeeengagement camps with SAHI in the third and the fourth quarter where employees from acrosslocations participated. They spent meaningful hours with the kids and the caregivers whilealso visiting the audiology facilities.

The Company constituted a Corporate Social Responsibility (CSR)Committee in accordance with Section 135 of the

Companies Act 2013. The CSR Committee charter and the CSR Policy ofthe Company are available in the website at the below link:http://www.onmobile.com/sites/default/files/cg_policy/Corporate_Social_Responsibility_Policy.pdf Particulars required to be disclosed pursuantto the Companies (Corporate Social Responsibility Policy) Rules 2014 are given in AnnexureVIII to the Boards' report.

RESEARCH AND DEVELOPMENT

For the fiscal year ending March 31 2018 OnMobile has refined itstotal product portfolio and introduced new products – most notably ONMO GamesSubscriptions and an ONMO Regional Video platform. In addition OnMobile has created anInnovation Lab focused on anticipating customer trends to deliver products that meetmarket demand.

During 2017-18 there was an increased focus by the engineeringoperations and research and development teams to improve operational efficiencies of ourorganization and products. We have introduced automation and process improvements toimprove efficiency of our operations reduce time to market while improving operatordelivery quality. The team in Bangalore continued to focus on the ONMO Tones process andbilling infrastructure as well as the ONMO contests product platform. In Europe the teamcontinued to further develop the SPACE mobile content platform to deliver content portals.

The Innovation Lab

Introduced in 2017-2018 OnMobile created the Innovation Lab focusedon three key areas centered around identifying and anticipating the demands of theconsumer 12+ months out and developing products to meet those needs. First TechnicalInnovation focus will be on bringing new products to the market by leveraging ourproducts technical assets and technology intelligence. Secondly Opportunity EnablerInnovation takes a fresh approach to finding the right combination of existing technicalresources product platforms and partnerships to deliver the best world-class solution tooperators. Finally Converting Ideas to Reality Innovation focuses on optimizing processesto move from concept to prototype to reality at hyper-speed.

Ring Back Tones (RBT)

Last year we launched the new direct-to-consumer app Ring back tonesand stories. Our teams have further refined this product to introduce a new ONMO Tonesproduct solution including ring tones ring back tones and stories in a single offering.Based on feedback from operators we believe there is an opportunity for a complete Tonessolution. We are already in process of testing the new product and have activediscussions in several key markets to determine market fit and demand. In addition theteam has developed a very robust product roadmap inclusive of messaging tones video RBTand several other new progressive features that address the market trends towards WiFicalling and messaging apps.

ONMO Games Subscription and Regional Video

We already have significant revenue coming from our gaming and videoproducts and this year we expanded our efforts in these two categories with thedevelopment of an ONMO Games subscription product which is actively deployed in themarket as well as a Regional Video product. Mobile gaming is experiencing tremendousgrowth worldwide and our all-you-can eat subscription platform with parental controlshas received tremendous interest from operators. Our new Regional Videos product allowingoperators to deliver short-form videos and clips across many categories in multiplelanguages has been optimized for low bandwidth and people on the go. This allows us todeliver the best mobile video experience to Operators and Consumers.

ONMO Contests

During 2017-18 we had significant penetration from the Operators inIndia and this year have focused on moving to a digital platform for worldwidedistribution. In addition the teams are evaluating integrating the Contests product intoour other product categories to drive increased engagement with consumers.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporategovernance. The Company meets the standards and guidelines set by the Securities andExchange Board of India on corporate governance and have implemented all the stipulationsprescribed. A detailed report on Corporate Governance as stipulated under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the Annual Report. Certificate(s) from the Auditors of the Company B SR & Co. LLP Chartered Accountants and Parameshwar G. Hegde of Hegde & HegdeCompany Secretaries confirming compliance of conditions of Corporate Governance asstipulated under the aforesaid Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 are annexed to the Corporate GovernanceReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Part B of Schedule V of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement Discussion and Analysis Report is presented in a separate Section forming partof the Annual Report.

BUSINESS RESPONSIBILITY REPORT

OnMobile is not included in the list of top 500 companies of NationalStock Exchange of India Ltd. (NSE) or BSE Ltd. (BSE) as per the market capitalization ason March 31 2017 and March 31 2018.

However the Company has prepared Business Responsibility Report onvoluntary basis in line with the format suggested by Securities and Exchange Board ofIndia vide Circular No. CIR/CFD/CMD/10/2015 dated November 04 2015 which is annexed tothis Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL

Appointment

Pursuant to the provisions of Section 149 of Companies Act 2013 ChrisArsenault and Sanjay Kapoor were appointed as Independent Directors at the 17th AnnualGeneral Meeting of the Company held on September 06 2017 to hold office upto the date ofAGM to be held during the calendar year 2020. Gianluca D'Agostino was appointed as anAdditional Director of the Company by the Board w.e.f. July 27 2018 and he shall holdoffice until the date of the ensuing AGM. It is proposed to appoint him as an IndependentDirector pursuant to Section 149 152 read with Schedule IV and all other applicableprovisions of the Companies Act 2013 and the Companies (Appointment and Qualification ofDirectors) Rules 2014 at the forthcoming AGM.

Re-appointment

Pursuant to the provisions of Section 149 of Companies Act 2013 RajivKhaitan and Nancy Cruickshank were re-appointed as Independent Directors at the 17thAnnual General Meeting of the Company held on September 06 2017 to hold office upto thedate of AGM to be held during the calendar year 2020. As per the provisions of CompaniesAct 2013 Francois-Charles Sirois retires by rotation as Director at the ensuing AGM andbeing eligible seeks re-appointment.

Pursuant to the provisions of Section 149 of Companies Act 2013Sanjay Baweja was appointed as Independent Director for a period of three years. The saidperiod is coming to an end at the ensuing Annual General Meeting. It is proposed toreappoint him as Independent Director of the Company for the further period of three yearsat the forthcoming AGM.

Resignations

Nehchal Sandhu resigned from the directorship of the Company w.e.f.July 27 2017.

Chief Financial Officer

Praveen Kumar K J resigned from the position of Chief Financial Officerw.e.f. March 16 2018.

Ganesh Murthy was appointed as Chief Financial Officer of the Companyw.e.f. March 26 2018.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

In terms of provisions of Section 139 of the Companies Act 2013 and therules made thereunder M/s BSR & Co. LLP Chartered Accountants (Firm Registration No.101248W/W-100022) were appointed as Statutory Auditors of the Company by the shareholdersat the 17th AGM held on September 06 2017 to hold office until the conclusion of the 22ndAnnual General Meeting to be held in calendar year 2022. The Company has received acertificate form the auditors confirming that they are not disqualified from continuing asAuditors of the Company.

The requirement for ratification of appointment of auditors by themembers at every AGM is done away with vide Ministry of Corporate Affairs notificationdated May 07 2018.

Secretarial Auditors

The Board of Directors of the Company had appointed Parameshwar G Hegdeof Hegde & Hegde Company Secretaries to conduct the Secretarial Audit pursuant to theprovisions of Section 204 of the Companies Act 2013 for the financial year ended March31 2018 and the Secretarial Audit Report is appended as Annexure X.

Comments on Auditors' Report

There are no qualifications reservations or adverse remarks ordisclaimers made by Statutory Auditors of the Company in the Audit Report and by theSecretarial Auditor in the Secretarial Audit Report for the financial year ended March 312018.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the directors tothe best of their knowledge and belief confirm that: i. In the preparation of the annualaccounts the applicable accounting standards have been followed along with properexplanation relating to material departures. ii. They have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit and loss of the Company forthat period. iii. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.iv. They have prepared the annual accounts on a going concern basis. v. Internal financialcontrols have been laid down and they were adequate and operating effectively. vi. Propersystems to ensure compliance with the provisions of all applicable laws and such systemswere adequate and were operating effectively.

NUMBER OF MEETINGS OF THE BOARD

The Board met six times during the financial year 2017-18 viz. May 262017 July 27 2017 September 06 2017 October 30 2017 February 1 2018 and March 232018. The maximum interval between any two meetings did not exceed 120 days.

COMMITTEES OF THE BOARD

As on March 31 2018 the Board had five Committees:

1. Audit Committee

2. Nomination and Compensation Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

Details of all the Committees along with their charters compositionand meetings held during the year are provided in the "Report on CorporateGovernance" as part of this Annual Report.

BOARD INDEPENDENCE

The Company has received necessary declaration from each IndependentDirector of the Company under Section 149(7) of the Companies Act 2013 that theIndependent Directors of the Company meet the criteria of independence laid down inSection 149(6). Our definition of ‘Independence' of Directors is derived fromRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (‘Listing Regulations') and Section 149(6) of the Companies Act 2013. Based onthe confirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are independent in terms ofthe aforesaid Listing Regulations and Section 149(6) of the Companies Act 2013: a) RajivKhaitan b) Nancy Cruickshank c) Sanjay Baweja d) Nehchal Sandhu* e) Chris Arsenault f)Sanjay Kapoor g) Gianluca D'Agostino+ *Resigned from the Board w.e.f. July 27 2017.

+Appointed as Additional Director by the Board w.e.f. July 27 2018 andapproval of the shareholders for appointment as Independent Director is being sought atthe forthcoming Annual General Meeting.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Policy of the Company on Directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-section (3) ofSection 178 is appended as Annexure II to this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans and guarantees given and the investments madepursuant to Section 186 of the Companies Act 2013 during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERREDTO IN SECTION 188(1)

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) as prescribed in Form AOC - 2 of the rules prescribed underChapter IX relating to

Accounts of Companies under the Companies Act 2013 is appended in AnnexureIII to this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company being a service provider organization most of theinformation as required under Section 134(3)(m) read with Companies (Accounts) Rules 2014is not applicable. However the Company endeavors to effectively utilize and conserveenergy by using improved technology in its infrastructure such as lightings and paperusage.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(In ` Million)

Description

Year ended

March 31 2018

March 31 2017

Foreign exchange earnings

1534.97

1831.34

Foreign exchange outgo

696.05

883.36

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture. Details of pending litigations and tax matters are disclosed in the financialstatements.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the top 500 listed companies shall formulate a dividenddistribution policy. Accordingly the policy was adopted by the Board vide resolutiondated March 22 2017 to set out the parameters and circumstances that will be taken intoaccount by the Board in determining the distribution of dividend to its shareholders. Thepolicy is enclosed as Annexure IV to the Board's report and is also available onthe Company's website at the below link:http://www.onmobile.com/sites/default/files/cg_policy/ Dividend_Distribution_Policy.pdf

RISK MANAGEMENT POLICY

The Board of Directors at their meeting held on October 30 2014constituted a Risk Management Committee. The Company has formulated a risk managementpolicy to facilitate setting up a framework for risk assessment and minimizationprocedures. A copy of the risk management policy is appended in this report as AnnexureV and is placed on the website of the Company at the below link:http://www.onmobile.com/sites/default/files/cg_policy/Risk_ Management_Policy.pdf

VIGIL MECHANISM

The Company has established a Whistle Blower Policy for Directors andemployees to report their genuine concern. The details of the same are explained in theCorporate Governance Report.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARRASMENT OF WOMENAT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company is in compliance with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition

& Redressal) Act 2013 and Rules made thereunder. No complaintsrequiring any enquiry or action under the said Act and Rules have been received during theyear under review.

EVALUATION OF PERFORMANCE OF BOARD/ COMMITTEES/INDIVIDUAL DIRECTORS ANDCHAIRPERSON

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of performance of Board as a whole Committees of the Board andIndividual Directors and Chairperson.

An external expert ‘Optimum Talent' had been engaged to completethe evaluation process. Nomination and Compensation Committee in consultation with theexternal expert formulated criteria for evaluation of performance in alignment with‘Guidance Note on Board Evaluation' issued by Securities and Exchange Board of India.A survey questionnaire had been circulated to all the Board members with set of questionsto assess the performance under each of the following categories:

1. Board as a whole

2. Committees of the Board

3. Individual Directors and Chairperson

The Board reviewed and analyzed the responses to the questionnaire andaccordingly completed the Board evaluation process for the financial year 2017-18.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 andRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract ofannual return in MGT-9 is enclosed as Annexure VI to this report.

PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure VII (A) to the Board's Report A statement showingdetails of every employee employed throughout the financial year and in receipt ofremuneration of ` 1.02 crore or more per annum or employed for part of the year and inreceipt of ` 8.5 lakh or more per month under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure VII

(B) to Board's Report.

DEPOSITS

The Company has not accepted deposits during the year under reviewfalling within the purview of Section 73 of the Companies Act 2013 and the Rulesthereunder.

EMPLOYEE STOCK OPTION SCHEMES

Pursuant to the provisions of Section 62(1)(b) read with Rule 12(9) ofthe Companies (Share Capital and Debentures) Rules 2014 the Company approved followingEmployee Stock Option Schemes i.e. Employee Stock Option Plan-I 2003 Employee StockOption Plan-II 2003 Employee Stock Option Plan-III 2006 Employee Stock Option Plan-I2007 Employee Stock Option Plan-II 2007 Employee Stock Option Plan-I 2008 EmployeeStock Option Plan-II 2008 Employee Stock Option Plan-III 2008 Employee Stock OptionPlan-IV 2008 Employee Stock Option Plan-I 2010 Employee Stock Option Plan-II 2010 ;Employee Stock Option Plan I 2011 Employee Stock Option Plan I 2012 and Employee StockOption Plan I 2013 for granting stock options to its employees.

All the schemes endeavor to provide incentives and retain employees whocontribute to the growth of the Company. A summary disclosure in compliance with Companies(Share Capital and Debentures) Rules 2014 and Securities and Exchange Board of India(Share Based Employee Benefits) Regulation 2014 forms part of this report as AnnexureIX and the complete details have been disclosed under Notes to the financialstatements which form part of the Annual Report. During the year under review there hasbeen no variation in the terms of ESOP schemes.

ACKNOWLEDGMENTS

The Board of Directors takes this opportunity to express theirappreciation to the customers shareholders investors vendors and bankers who havesupported the Company during the year. The Directors place on record their appreciation tothe OnMobilians at all levels for their contribution to the Company. The Directors wouldlike to make a special mention of the support/co-operation extended by the variousdepartments of the Government of India particularly the Special Economic Zone CentralBoard of Direct Taxes Central Board of Indirect Taxes and Customs the Ministry ofCommerce the Department of Telecommunications the Reserve Bank of India Ministry ofCorporate Affairs Securities and Exchange Board of India BSE Limited National StockExchange of India Ltd National Securities Depository Limited and Central DepositoryServices (India) Limited and look forward to their support in all future endeavors.

For and on behalf of the Board of Directors
Franois-Charles Sirois
Executive Chairman and CEO
Place: London
Date: July 27 2018