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Team Lease Services Ltd.

BSE: 539658 Sector: Others
NSE: TEAMLEASE ISIN Code: INE985S01024
BSE 00:00 | 25 Feb 2406.75 -28.55
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NSE 00:00 | 25 Feb 2405.50 -24.95
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OPEN 2420.25
PREVIOUS CLOSE 2435.30
VOLUME 51016
52-Week high 3191.70
52-Week low 2261.00
P/E 42.23
Mkt Cap.(Rs cr) 4,116
Buy Price 2400.00
Buy Qty 3.00
Sell Price 2455.00
Sell Qty 1.00
OPEN 2420.25
CLOSE 2435.30
VOLUME 51016
52-Week high 3191.70
52-Week low 2261.00
P/E 42.23
Mkt Cap.(Rs cr) 4,116
Buy Price 2400.00
Buy Qty 3.00
Sell Price 2455.00
Sell Qty 1.00

Team Lease Services Ltd. (TEAMLEASE) - Director Report

Company director report

BOARD'S REPORT

Dear Shareholders

Your Directors have the pleasure in presenting the Eighteenth (18th) Annual Report ofyour Company on business and operations along with the audited Standalone and ConsolidatedFinancial Statements and the Auditor's Report for the year ended March 31 2018.Consolidated performances of the Company its subsidiaries and associate companies havebeen referred to wherever required.

Financial Highlights
Rs. in Lakhs

Consolidated

Standalone

2017-18 2016-17 2017-18 2016-17
Revenue from Operations 362411.54 304129.41 344074.08 299025.35
Other Income 1563.39 2166.87 2438.05 2337.41
Total Income 363974.93 306296.28 346512.13 301362.76
Profit before finance cost depreciation amortisation 8441.62 5870.77 7545.42 5374.37
and taxes
Depreciation and Amortisation 915.84 610.47 372.34 398.94
Profit before Finance Cost and Taxes 7525.78 5260.30 7173.08 4975.43
Finance Cost 246.67 109.71 110.22 88.68
Profit before share of profit/(loss) from associates 7279.11 5150.59 7062.86 4886.75
Share of (loss)/ profit from associates (25.74) - NA NA
Profit before tax 7253.37 5150.59 7062.86 4886.75
Income Tax (creditl/expense (92.22) (606.45) (192.84) (67.60)
Net Profit for the year 7345.59 5757.04 7255.70 4954.35
Other Comprehensive lncome/(Loss) for the year 23.06 45.54 18.90 8.02
Total Comprehensive Income for the year 7368.65 5802.58 7274.60 4962.37
Earnings Per Equity Share of Rs. 10 each:
-Basic & Diluted (in Rs. ) 42.96 33.67 42.44 28.98

Standalone and Consolidated Financial Statements

The Standalone and Consolidated Financial Statements of your Company have been preparedin accordance with Indian Accounting Standards find AS') notified under the Companies(Indian Accounting Standards) Rules 2015.

Review of Business Operations and Future Prospects

Your Directors wish to present the details of Business Operations done during the yearunder review:

The Company's revenue from operations for the year ended March 312018 on aconsolidated basis increased to Rs. 362411.54 lakhs from Rs. 304129.41 lakhs during theprevious year. The Company achieved an EBIDTA (including other income) of ^8441.62 lakhsduring the current year as against the previous year EBIDTA (including other income) of^5870.77 lakhs. The net profit after tax of the Company for the year ended March 31 2018was f7345.59 lakhs as against the previous year profit after tax of ^5757.04 lakhs. Netprofit for the year was positively impacted by the organic growth and the contributionfrom recently acquired subsidiaries.

Number of associate employees as on the date of close of financial year of the companywas -181000 (including the NETAP trainees of—43000) as against the previous year

Associate employees of -151000 (including the NETAP trainees of -23000). YourDirectors express their satisfaction on the overall financial performance and the progressmade on different areas by the Company during the year under review.

The Company has the policy on the employment diversity which states the equalopportunity to everyone without any discrimination of gender region caste or religion.

Dividend and Reserves

Your Directors would like to use the profits earned for purpose of enhancing businessand hence do not propose any dividend for the financial year under review. No amount hasbeen transferred to reserves and the profit for the year has been retained in the surplusforming part of the reserves of the Company.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

There were no unpaid/unclaimed dividends declared and paid in previous years and hencethe provisions of Section 125 of the Companies Act 2013 do not apply.

Subsidiaries Joint Ventures and Associate Companies

Your Company has formulated a Policy for determining 'Material' Subsidiaries pursuantto the provisions of SEBI Listing Obligation and Disclosure Requirement (LODR)Regulations 2015. The said Policy is available on the Company's website https://www.teamleasegroup.com/policy-documents.

The Company has 5 direct and indirect subsidiaries and 2 Associate Companies as onMarch 312018. The Company does not have Joint Venture with any company. During the yearunder review the following subsidiary was acquired:

1. Evolve Technologies & Services Private Limited (Evolve)

The following is the list of Associate Company(ies) wherein investments are made duringthe year:

1. Cassius Technologies Private Limited

2. School Guru Eduserve Private Limited

The details of major subsidiaries and associates are given below.

IIJT Education Private Limited (IIJT) is a wholly owned subsidiary of the Company.During the year under review the Company had leased out its property and the income forthe Company was from the lease rent received on property.

TeamLease Education Foundation (TLEF) is a Section 8 Company (Originally registeredunder Section 25 of the Companies Act 1956) TLEF is the sponsor of the TeamLease SkillsUniversity C'TLSU") the country's first Skills University established under theprovisions of the Gujarat Private Universities Act 2009.

TLSU a Public-Private Partnership with the Govemmentof Gujarat was among the fewUniversities selected by the United Kingdom Education Research Initiative (UKERI). Interms of the said initiative the University has received grants that are to be utilizedfor faculty development.

TLEF is a National Employability Enhancement Mission CNEEM') Agent as approved by theAll India Council for Technical Education (AICTE). NEEM is an employability initiative ofthe Ministry of Fluman Resource Development Government of India. TLEF has operationalizedthe NEEM initiative as National Employability through Apprenticeship Programme (NETAP)through TLSU.

TLEF being a wholly owned subsidiary is provided financial support by your Companytill the operations stabilize. The loan advanced to this subsidiary is at arm's length andwill be charged with the appropriate rate of interest. TLEF has in-turn advanced moniesto TLSU and the same is interest bearing.

TeamLease Digital Private Limited (Formerly known as TeamLease Staffing ServicesPrivate Limited) (TDPL) was incorporated under the provisions of Companies Act 2013 for

the purpose of entering into the IT staffing business. TDPL is wholly-owned subsidiaryof your Company.

During the year the Company acquired Evolve Technologies & Services PrivateLimited (Evolve) IT and telecommunication staffing Company. The Company was acquired as astep-down subsidiary of your Company through TDPL w.e.f. November 01 2017.

ASAP Info Systems Private Limited ("ASAP") and Nichepro Technologies PrivateLimited wholly owned subsidiaries of TDPL have been merged into TDPL vide approval ofNCLT Chennai dated November 30 2017 and NCLT Mumbai dated November 16 2017. Subsequentto the merger the name of TeamLease Staffing Services Private Limited was changed toTeamLease Digital Private Limited w.e.f. March 08 2018.

Keystone Business Solutions Private Limited (Keystone) is

engaged in the business of providing information technology staffing solutions andconsulting.

Evolve Technologies & Services Private Limited (Evolve)

is wholly-owned subsidiary of Company through TDPL w.e.f. October 31 2017. Evolve isengaged in the business of staffing (predominantly temporary staffing) to clients inTelecom and IT sector.

Cassius Technologies & Services Private Limited ("Freshersworld") was anAssociate Company w.e.f. June 01 2017 with an investment of 30% stake in Freshersworld.Your Company further acquired additional 21% stake and pursuant to such an investmentFreshersworld becomes subsidiary Company w.e.f. August 012018. The Bangaloreheadquartered Freshersworld (www.freshersworld.com)is the leading job site for entry level hiring in India with about 4 million unique visitsevery month. It has a database of 1 crore+ resumes with over 2 lakh resumes added everymonth. Freshersworld dominates its competitors in fresher hiring segment with an organictraffic of over 90% and is ranked among the Top 5 hiring portals in India in terms oftraffic (perAlexa). It has over 60000 registered employers/ recruiters with 4000subscribed customers and conducts 100+ virtual recruitment drives every month.Freshersworld is one of the very few online portals with positive margins and operatingcashflows.

Schoolguru Eduserve Private Limited is an Associate Company w.e.f. December 01 2017.Established in 2012 it is India's premier technology-led specialized academic servicesorganization. The company partners with Indian Universities to help them provide premiumonline and virtual courses for their students. Schoolguru solicits partnerships only fromState / Central universities that are either an Open University (meant to run DistanceEducation Programs only) or have a significant Distance Education activity. Their managedtechnology platform provides all the components that a University may need to run theirInformation and Communication Technology services for their students ranging from thehosting platform the underlying ERP admission and fee management the content thestreaming services student engagement and

communication student servicing and the expertise to manage the platform. The platformis mobile native and is designed to adopt innovations in machine learning multi-realityand analytics to offer personalized and effective learning to millions.

A report on the performance and financial position of the subsidiary companies as perthe Companies Act 2013 in the Form AOC-1 is annexed to the Consolidated FinancialStatement and hence not repeated here for the sake of brevity.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI LODR Regulations 2015 theManagement Discussion and Analysis is set out in this Annual Report.

Corporate Governance

Your Company is committed to maintain the highest standards of corporate governance. Webelieve sound corporate governance is critical to enhance and retain investor trust. Ourdisclosures seek to attain the best practices in corporate governance as prevalentglobally. We have implemented several best corporate governance practices in the Companyto enhance long-term shareholder value and respect minority rights in all our businessdecisions. Corporate Governance Report for FY 2017- 18 forms part of this Annual Report.The requisite certificate from the Secretarial Auditors of the Company confirmingcompliance with the conditions of corporate governance as stipulated under SEBI LODRRegulations 2015 is annexed to the Corporate Governance Report.

Deposits

Your Company has not accepted any deposit and as such no amount of principal andinterest were outstanding as at the Balance Sheet date.

Loans Guarantees or Investments

Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 form part of the notes to the Financial Statements.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI LODRRegulations 2015.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 19 of SEBI LODRRegulations 2015 the Board has carried out the Annual Performance Evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsvarious committees. A

structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations independence governance ethics and valuesadherence to corporate governance norms interpersonal relationships attendance andcontribution at meetings etc. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as participation and contribution by a Director commitmentincluding guidance provided to the senior management outside of Board / Committeemeetings effective deployment of knowledge and expertise effective management ofrelationship with various stakeholders independence of behaviour and judgement etc. ThePerformance Evaluation of the Independent Directors was carried out by the entire Board.The Performance Evaluation of the Chairman and Managing Director was carried out by theIndependent Directors. The evaluation process has been explained in the CorporateGovernance Report. The Board reviewed the evaluation results as collated by the Nominationand Remuneration Committee.

Committees of the Board and Committees

Currently the Board has four Committees i.e. Audit Committee Nomination andRemuneration Committee Stakeholders’ Relationship Committee and Corporate SocialResponsibility Committee. As required under the provisions of Section 177(8) of theCompanies Act 2013 the composition of the Audit Committee is disclosed as under:

Mrs. Latika Pradhan Chairperson (Independent
Director)
Mr. Narayan Ramachandran Member (Independent
Director)
Mr. Raghunathan V Member (Independent
Director)

A detailed note on the composition of the Board and other Committees is provided in theCorporate Governance Report section of this Annual Report.

Meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss onbusiness performance policies strategies and other matters of significance. Theschedules of the meetings are circulated in advance to ensure proper planning andeffective participation in meetings. In certain exigencies decisions of the Board arealso accorded through circulation.

The Board during the financial year 2017-18 met five times. The maximum intervalbetween any two meetings did not exceed 120 days as prescribed in the Companies Act2013. Detailed information regarding the meetings of the Board are included in the reporton Corporate Governance which forms part of the Board's Report.

Auditors

Statutory Auditor

As per the provisions of Section 139 of the Companies Act 2013M/s.S. R. Batliboi &Associates LLP Chartered Accountants (ICAI Firm Registration Number 101049W/E300004)Bangalore were appointed as Statutory Auditor of the Company in the Annual General Meetingheld on July 07 2017 subject to ratification at every subsequent Annual General Meeting.

Pursuant to Notification issued by the Ministry of Corporate Affairs on May 7 2018amending Section 139 of the Act the mandatory requirement for ratification of appointmentof Statutory Auditor by the Shareholders at every AGM has been omitted. Accordingly theyearly ratification of appointment of the Statutory Auditor would not be done at everyintervening Annual General Meeting as the requirement has been removed in the CompaniesAct 2013

The Auditors’ Report on the Financial Statements of the Company for the yearending March 31 2018 is unmodified i.e. it does not contain any qualificationreservation or adverse remark. The Auditors’ Report is enclosed with the FinancialStatements forming part of the Annual Report.

Secretarial Auditors

Section 204 of the Companies Act 2013 inter-alia requires every listed company toannex with its Board’s Report a Secretarial Audit Report given by a CompanySecretary in practice in the prescribed form. The Board of Directors appointed M Siroya& Company Practicing Company Secretaries as Secretarial Auditor to conduct theSecretarial Audit of the Company for financial year 2017-18 and their report is annexed tothis Board Report as Annexure-I. The Board has also appointed M Siroya & Company asSecretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year2018-19.

Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Auditors and the Practicing Company Secretary in their Reports

In connection with the Statutory Audit of the financial statements forthe year underreview there was no qualification reservation or adverse remark in the report by theStatutory Auditor save and except disclaimer made by them in discharge of theirprofessional obligation.

No frauds are reported by the Statutory Auditor under sub section (12) of Section 143of the Companies Act 2013.

Material changes and commitment if any affecting the financial position of the Companyoccurred between the end of the financial year to which this Financial Statements relateand the date of the Report.

No material changes and commitments have occurred after the closure of the financialyear 2017-18 till the date of this Report which would affect the financial position ofyour Company.

Extension of 18th Annual General Meeting

Your Company had made an application to the Registrar of Companies Mumbai for theextension of due date for holding the 18th Annual General meeting of the Company for thefinancial year ended March 31 2018 on August 21 2018 and the Registrar of CompaniesMumbai vide the Order dated September 11 2018 granted the approval for extension ofholding the Annual General Meeting of the Company by two months from due date. Thereforethe Annual General Meeting of the Company for the financial year ended March 31 2018 wasscheduled to be held on or before November 30 2018.

Your Company has further made an application to the Registrar of Companies Mumbai onOctober 25 2018 for extension of additional 1 month for holding AGM. which is expectedshortly as on date of signing this Report.

Shifting of Registered Office of the Company

The members of the Company have approved the shifting of the Registered Office of theCompany from the State of Maharashtra to the State of Karnataka i.e. from "OfficeNo. 6 3rd Floor C Wing Laxmi Towers Bandra Kurla Complex Bandra (E) MumbaiMaharashtra - 400051" to "6th Floor BMTC Commercial Complex 80 Ft RoadKoramangala Bangalore - 560095". The Company has received order from RegionalDirector Western Region on October 25 2018 and filed the same respective authority as onOctober 27 2018. The Company is yet to file Form INC-22 as on date of signing this Reportsubject to approval of Form INC-28 as on date.

Acquisition of additional 21% stake in Cassius Technologies Private Limited

Your Company has made an additional investment of 21% stake in Cassius TechnologiesPrivate Limited and pursuant to such an investment; Cassius becomes subsidiary Companyw.e.f. August 01 2018. The Company as on date of report holds 51% equity stake inCassius.

Agreement to acquire stake in Avantis Regtech Private Limited

Your Company has signed a definitive agreement under which the Company will invest Rs.700 lakhs in Avantis Regtech Private Limited ("Avantis"). Avantis has deepexpertise in Governance Risk and Compliance Automation and has helped hundreds oforganisations migrate from manual and people dependent processes to automated frameworkbased solutions. It has credibility across large enterprises and SMEs with implementationsacross 29 states and 7 union territories in India with quick and easy on-boarding and aMobile App based compliance tracking and management. Avantis’s SAAS (Software as aService) Platform covers over 1200 Acts and over 55000 compliances in India.Avantis’s strong compliance assessment and research capabilities leverage cuttingedge technologies such as Artificial Intelligence (Al) Machine Learning (ML) and OpticalCharacter Recognition (OCR).

Amalgamation of Wholly Owned Subsidiary Companies and Name Change

ASAP Info Systems Private Limited ('ASAP") and Nichepro Technologies PrivateLimited ("Nichepro") merged with TeamLease Digital Private Limited (formerlyTeamLease Staffing Services Private Limited) ("TDPL") vide approval of NCLTChennai dated November 30 2017 and NCLT Mumbai dated November 16 2017. Subsequent tomerger name of TeamLease Staffing Services Private Limited was changed to TeamLeaseDigital Private Limited w.e.f. March 08 2018.

Acquisition of Companies / Investment in Associates

During the year under review your Company has acquired 100% stake in EvolveTechnologies & Services Private Limited ("Evolve") an IT andtelecommunication staffing Company through its wholly owned subsidiary TeamLease DigitalPrivate Limited. The control got transferred on November 01 2017.

The Company also made investments in two Associate Companies with direct investment of30% in Cassius Technologies Private Limited for Rs. 600 lakhs and 22.19% equity

stake in Schoolguru Eduserve Private Limited for Rs. 750 lakhs. The Company alsosubscribed to the Compulsory Convertable Preferance Shares (CCPS) of School Guru to anextent of ^1350 lakhs.

As on the date of reporting the business integration of the acquired companies withthe holding Company has been completed and all the financial data of these companies havebeen considered in the audited Consolidated Financial Statements of the Company for theyear ended March 312018.

Utilisation of IPO Proceeds

The proceeds of the IPO were to be utilised for funding existing and incrementalworking capital requirements acquisitions and other strategic initiatives up-gradationof the existing IT infrastructure and general corporate purposes as outlined in theprospectus. The Board of Directors in their meeting held on August 08 2017 approved toseek the shareholder’s approval through Postal Ballot for the variation/deviation inthe utilisation of the un-utilised portion of the IPO proceeds. The resolution was passedby the shareholders with requisite majority on September 18 2017.

The entire proceeds have been utilised as at the end of the year. The summary ofutilisation of net IPO proceeds as on March 312018 are as follows:

SI. No. Particulars Projected Utilisation of funds as per prospectus Alteration in the objects of the IPO for which the amount was raised Utilisation of funds up to March 31 2018 Un-utilised amount as at March 31 2018
A Funding existing and incremental working capital requirements 800.00 (180.00) 620.00
B Acquisitions and other strategic initiatives 250.00 490.92 740.92 "
C Upgradation of the existing IT infrastructure 150.00 (133.52) 164.71
D General corporate purposes 184.10 (177.40) 67.00
Total 1384.10 - 1384.10 -

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The Company being in the service industry does not have any power generation units anddid not produce/generate any renewable or conventional power. However Company has takenall steps to conserve Energy in the work places by using energy saving lamps at all workstations and educating the employees to conserve energy.

The Company being in Service Sector has adopted all new technology in terms of softwareand hardware for the better working and efficient reporting. The Company has an in houseInformation Technology team which constantly works on the adoption and implementation ofnew technology into the businesses of the Company.

During the year under review the Company on standalone basis has incurred ^123.35 Lakhstowards expenditure in foreign currencies and earned ^180.39 Lakhs towards export ofservices. Total foreign exchange outflow during the year was Rs. 107.66 Lakhs.

Research and Development

The Company has not undertaken any Research and Development activity in any specificarea during the year under review and hence no cost has been incurred towards same.

Vigil mechanism / Whistle Blower Mechanism

The Company has adopted a Whistle Blower Policy and has established the necessary VigilMechanism as defined under

Regulation 22 of SEBI (LODR) Regulations 2015 read with Section 177(10) of theCompanies Act 2013 for Directors employees and all stakeholders of the Company to reportgenuine concerns to provide for adequate safeguards against victimization of persons whouse such mechanism and make provision for direct access to the Chairperson of the AuditCommittee. No person has been denied access to the Chairperson of the Audit Committee. Thesaid Policy has been also put up on the website of the Company at the following link https://www.teamleasegroup.com/policy-documents

Statement concerning development and implementation of Risk Management Policy of theCompany

The Board of the Company has formed a Risk Management committee to frame implement andmonitor the Risk Management plan for the Company. The committee is Responsible forreviewing the risk management plan and Ensuring its effectiveness. Major risks identifiedby the Businesses and functions are systematically addressed through mitigating actions ona continuous basis.

The Company does not fall under the ambit of top 100 listed entities determined on thebasis of market capitalisation as at the end of the immediately preceding financial year.Hence compliance under Regulation 21 of SEBI LODR Regulations 2015 is not applicable.

Insider Trading Regulations

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prohibition of insidertrading as approved by the Board is in force by the Company. The Company also adopts theconcept of Trading Window Closure to prevent its Directors Officers designatedemployees their relatives and otheremployees from trading in the securities of theCompany at the time when there is unpublished price sensitive information. Mr. MruthunjayaMurthy Company Secretary was the Compliance Officer under the Code during the year Mr.Mruthunjaya Murthy has resigned from the office of Compliance Officer w.e.f. May 312018.

Ms. Alaka Chanda has been appointed as Compliance Officer of the Company by the Boardof the Company w.e.f. October 30 2018.

Policies on Appointment of Directors and Remuneration of Directors Key ManagerialPersonnel and Employees

In accordance with the provisions of Section 134.(3) (e) of the Companies Act 2013("the Act") read with Section 178(2) of the Act and Regulation 17 of the SEBI(LODR) Regulations 2015 your Company has adopted a Policy on Appointment of Directorsand Senior Management and succession planning for orderly succession to the Board and theSenior Management which inter alia includes the criteria for determining qualificationspositive attributes and independence of Directors.

The Company's current policy is to have an appropriate mix of Executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. As on March 312018 the Board consists of 5 Directors majorityof them being Independent Directors. Besides the Chairman and Managing Director who arethe Promoters the Board comprises of 3 Independent Directors. The Board periodicallyevaluates the need for change in its composition and size. The Policy of the Company onDirector’sAppointmentand Remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 are formulated bythe Nomination and Remuneration Committee.

Your Company has also adopted the Policy on appointment of directors and seniormanagement and Policy on Remuneration of Directors Key Managerial Personnel and Employeesof the Company in accordance with the provisions of sub-section (4) of section 178 andthe same are available on website under link: https://www.teamleasegroup.com/compliance-documents

Details of Policy Developed and Implemented by the Company on its Corporate SocialResponsibility Initiatives

The Companies Act 2013 has mandated under the provisions of Section 135 of theCompanies Act and Schedule VII of the Act to form a Corporate Social Responsibility(CSR) Committee for certain classes of Private Limited Companies and unlisted PublicLimited Companies and has made it compulsory for all the listed Companies. In this regardyour Directors in their Meeting held on July 09 2015 have duly constituted the CommitteeTeamLease Corporate Social Responsibility Committee. The committee now comprises Mr. VRaghunathan (Chairman and Independent Director) Mr. Manish Mahendra Sabharwal (Member)and Mr. Ashok Reddy (Member). During the year under review the Committee met on August08 2017 and January 30 2018. The Board of Directors in their meeting held on January 302018 unanimously decided not to incur any expenditure on Corporate Social Responsibilityactivity for the year under review. Your board members wish to state here that theCompany's core objective is to provide Education Employment and Employability throughskill development and training which is a mainstream to eradicate poverty promotion ofeducation employment enhancing vocational skills all of which are covered under theAct/Schedule as CSR activities. The Board discussed the matter in detail and has consentednot to spend any amount towards CSR activity for financial year 2017-18 considering theongoing business objects of the Company. However the Board advised the Company and CSRCommittee to review any activity/ies that drives the modalities for Corporate SocialResponsibility other than the core activities of the Company mentioned above and should itfit within any of the other activity listed in the Schedule VII the same can be consideredfor the financial year 2018-19.

The statutory disclosures with respect to CSR activities forms part of this AnnualReport and is annexed herewith as Annexure-ll.

Business Responsibility Report

The Business Responsibility Report (‘'BRR") of your Company for the year2017-18 forms part of this Annual Report as required under Regulation 34(2) (f) of theSEBI LODR Regulations 2015

Particulars of Contracts or Arrangements made with Related Parties

All transactions entered into with Related Parties as defined under Companies Act 2013during the year were in the ordinary course of business and on an arm's length basis. TheCompany has formulated a Policy on "Materiality of Related Party Transactions"and the process of dealing with such transactions which are in line with the provisionsof the Companies Act 2013 and SEBI LODR Regulations 2015. The same is also available onthe web-link: https://www. teamleasegroup.com/policy-documents

Prior omnibus approval from the Audit and Risk Committee are obtained for transactionswhich are repetitive and also normal in nature. Further disclosures on related partycontracts and arrangements are made to the Audit Committee and the Board on a quarterlybasis. During the year under review there were no material related party transactionsunder Regulation 23 (4) of SEBI LODR Regulations 2015 entered into by the Company whichnecessitates approval of shareholders. Particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC - 2 is appended herewith as Annexure-lll to the Board's Report.

Extracts of Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 (Form MGT-9) is furnishedin Annexure-IV and is attached to this Report.

Directors’ Responsibility Statement

Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory and secretarial auditors and externalagencies the reviews performed by Management and the relevant Board Committees theBoard with the concurrence of the Audit Committee is of the opinion that the Company'sinternal financial controls were adequate and effective as on March 312018.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

b) that we have selected such accounting policies and applied them consistently andmade judgments and estimates that

are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit and loss of the Companyfor that period;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual accounts have been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively;and

f) that proper internal financial controls were laid down and that such internalfinancial controls are adequate and were operating effectively.

Secretarial Standards

The Company complies with all applicable secretarial standards.

Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the year

In accordance with the provisions of Section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Ashok Kumar Nedurumalli aka AshokReddy (DIN:00151814) Managing Director of the Company retires by rotation at theforthcoming Annual General Meeting and being eligible offers himself for re-appointment.The details of Mr. Ashok Reddy are provided in the Notice of the Annual General Meeting.

During the year below mentioned Director and Key Managerial Personnel have tenderedtheir resignation:

Name Designation Effective date
Mr. Gopal Jain Non-Executive Director August 08 2017
Mr. C Company Secretary May 31 2018
Mruthunjaya & Compliance
Murthy Officer

Ms. Alaka Chanda is appointed as Company Secretary and Compliance Officer w.e.f.October 30 2018.

Receipt of any commission by MD / WTD from Company or from its holding or subsidiaryCompany

The Company has not paid any commission to any of its Directors. Further none of thesubsidiaries of the Company has paid any commission/remuneration to any of the Directorsof the Company.

Internal Financial Control

The Company has laid down certain guidelines processes and structures which enableimplementation of appropriate internal financial controls across the organisation. Suchinternal financial controls encompasses policies and procedures adopted by the Company forensuring the orderly and efficient conduct of business including adherence to itspolicies safeguarding of its assets prevention and detection of frauds and errors theaccuracy and completeness of accounting records and the timely preparation of reliablefinancial information. These include control processes both on manual and IT applicationswherein the transactions are approved and recorded. Appropriate review and controlmechanisms are built in place to ensure that such control systems are adequate and areoperating effectively. Because of the inherent limitations of internal financial controlsincluding the possibility of collusion or improper management override of controlsmaterial misstatements in financial reporting due to error or fraud may occur and not bedetected. Also evaluations of the internal financial controls are subject to the riskthat the internal financial control may become inadequate because of changes inconditions or that the compliance with the policies or procedures may deteriorate. TheCompany has in all material respects an adequate internal financial controls system andsuch internal financial controls were operating effectively based on the internal controlcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Control over Financial Reportingissued by the Institute of Chartered Accountants of India.

Details in respect of adequacy of Internal Financial Controls with reference to theFinancial Statements

Your Company has in place adequate financial controls with reference to financialstatements. During the year under review such controls were reviewed and it did notobserve any reportable material weakness in the design or operation of financial controls.

Details of Significant and Material orders passed by the Regulators or Courts orTribunals Impacting the Going concern status and Company’s operations in future

During the year under review there were no significant and material orders passed bythe Regulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

Shares

a. Buy Back of Securities

The Company has not bought back any of its securities

during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review

c. Employee Stock Option Plan (ESOP)

Nomination and Remuneration Committee of the Board inter alia administers and monitorsthe Company's Employees' Stock Option Plan (ESOP Plan) in accordance with SEBI (ShareBased Employee Benefits) Regulations 20U (SBEB Regulations) The Plan is implementedthrough TeamLease ESOP Trust (ESOP Trust) During the year ended March 31 2018 a totalof 36221 Equity Shares of Rs. 10/- each were transferred from the ESOP Trust to theeligible employees under the Company's prevailing ESOP plan.

As at March 31 2018 the ESOP Trust held 72715 Equity Shares of the Company. Duringthe year ended March 31 2018 there has been no material change in the Company’sexisting plan and the plan is in compliance with SBEB Regulations. Note 32 of Standalonefinancials statements to be referred for information as required under SBEB Regulationsread with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16 2015. In addition to theabove options granted to Senior Management Personnel are as mentioned below:

Employee wise details (name of employee designation number of options granted duringthe year exercise price) of options granted to -

(a) senior managerial personnel; : NIL

(b) any other employee who receives a grant in any one year of option amounting to 5%or more of option granted during that year; and : NIL

(c) identified employees who were granted option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) of thecompany at the time of grant.: NIL

Company has received a certificate from the Statutory Auditor that the scheme has beenimplemented in accordance with SEBI Share Based Employee Benefits (SBEB) Regulations andthe resolutions passed by the shareholders. The certificate would be placed at the AnnualGeneral Meeting for inspection by the Members.

Particulars of Employees

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in the Annexure-V forming part of this Report.

As required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the particulars of the top 10 employeesin terms of remuneration drawn are given in Annexure-VI is attached herewith. There weretwo employees during the financial year drawing remuneration of Rs. 1.02 crore per annumor more whose details are forming part of Annexure-VI. There were no employees who wereemployed for a part of the financial year and have drawn a remuneration of more than Rs.8.5 lakhs per month.

Disclosure under Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013

At TeamLease Services Limited all employees are of equal value. There is nodiscrimination between individuals at any point on the basis of race colour genderreligion political opinion national extraction social origin sexual orientation orage. All employees (permanent contractual temporary and trainees) are covered under thispolicy. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

• No. of complaints received: 3

• No. of complaints disposed off: 3

Maintenance of Cost Records

The Company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.

CEO and CFO Certification

As required by SEBI (LODR) Regulation 2015 the CEO and CFO have given appropriatecertifications to the Board of Directors.

General

During the year under review no revision was made in the Financial Statement of theCompany except for compliance with the Ind-AS applicable forthe Company w.e.f. April012017. Kindly refer the Notes to Accounts to the Financial Statements for additionaldetails.

No penalties/strictures were imposed on the Company by Stock Exchanges or SEBI or anystatutory authority on any matter related to capital market since the listing of theCompany's Equity Shares.

Human Resources

The Company has all required policies under the required laws for the time being inforce and as required under the Companies Act 2013 and SEBI LODR Regulations 2015 thepolicies pertaining the code of conduct for employees senior management team anddirectors policy on succession plan and harassment free policy as required under theprovisions of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act Policy on insider trading as required underSEBI Prohibition ofInsiderTrading Regulations 1992 and subsequent amendments made thereon whistle blowerpolicy has been uploaded in the website of the Company https://www.teamleasegroup.com/policy-documents.

Statutory Disclosures

None of the Directors of your Company are disqualified as per the provisions of Section164(2) of the Companies Act 2013. Your Directors have made necessary disclosures asrequired under various provisions of the Companies Act 2013 and SEBI LODR Regulations2015.

Change in nature of business

There has been no change in the nature of business of the Company. Your Companycontinues to one-stop provider of human resources services to various industries anddiverse functional roles offering staffing payroll processing recruitment complianceand training services. Your Company set in motion the larger company mission of 'PuttingIndia to Work’ by focusing on its vision of 3 E’s - Employment Employabilityand Education

Acknowledgements

We thank our customers vendors investors bankers and the Ministry of Labour fortheir continued support during the year.

We place on record our appreciation of the contribution made by our employees at alllevels. Our consistent growth was made possible by their hard work solidarityco-operation and support.

For and on Behalf of Board of Directors

Ashok Reddy Latika Pradhan
Managing Director Director
DIN:00151814 DIN:07118801
Place: Bangalore
Date: October 30 2018