Table of Contents Corporate Information 3-4 Notice 5-14 Corporate Profile 15-16 The Year Gone By 17-20 Board’s Report 21-48 Management Discussion and Analysis 49-52 Business Responsibility Report 53-60 Report on Corporate Governance 61-78 Financial Statement - NIIT Technologies Ltd. 79-134 Consolidated Financial Statements 135-194 Investor Feedback Form 195-196 Proxy Form 197-198 Attendance Slip 199-200 OUR VISION VALUES, MOTIVES AND BELIEFS WE, NIIT, BELIEVE THAT OUR GROWTH IS THE DERIVATIVE OF THE GROWTH OF EACH ONE OF US. IT IS THE DUTY OF EACH ONE OF US TO ESPOUSE AND GIVE ACTIVE EFFECT TO THE VALUES, MOTIVES AND BELIEFS WE STATE HERE • NIIT IS PEOPLE WE HAVE POSITIVE REGARD FOR EACH ONE OF US • WE WILL FOSTER CAREER-BUILDING BY CREATING OPPORTUNITIES THAT DEMAND LEARNING, THINKING AND INNOVATION FROM EACH ONE OF US. • WE EXPECT EACH OF US TO CONTRIBUTE TO THE PROCESS OF ORGANISATION BUILDING AND THUS DERIVE PRIDE, LOYALTY AND EMOTIONAL OWNERSHIP. • WE RECOGNISE THE NECESSITY OF MAKING MISTAKES AND RISK-TAKING WHEN IT CONTRIBUTES TO THE LEARNING, INNOVATION AND GROWTH OF EACH ONE OF US. • NIIT IS QUALITY AND VALUE EACH OF US WILL ENSURE THAT IN ANY ASSOCIATION WITH SOCIETY, SOCIETY BENEFITS SUBSTANTIALLY MORE THAN: (A) WHAT SOCIETY GIVES TO US. (B) WHAT SOCIETY WOULD GAIN FROM ANY OTHER SIMILAR ASSOCIATION • WE WILL MEET ANY AND EVERY COMMITMENT MADE TO SOCIETY IRRESPECTIVE OF ANY COST THAT MAY HAVE TO BE INCURRED. • WE WILL ENSURE OUR PROFITABILITY, LONG-TERM GROWTH AND FINANCIAL STABILITY, THROUGH THE PROCESS OF DELIVERING THE BEST, BEING SEEN AS THE BEST AND BEING THE BEST. • WE WILL BE FAIR IN ALL OUR DEALINGS AND PROMOTE HIGH STANDARDS OF BUSINESS ETHICS. • NIIT IS A MISSION WE WILL GROW IN THE RECOGNITION AND RESPECT WE COMMAND, THROUGH PIONEERING AND LEADING IN THE EFFECTIVE DEPLOYMENT OF TECHNOLOGY AND KNOW-HOW. • WE WILL SEEK TO PLAY A KEY-ROLE IN THE DIRECTIONS AND DEPLOYMENT OF TECHNOLOGY AND KNOW-HOW FOR THE BENEFIT OF MANKIND. ANNUAL REPORT 2017-18 Corporate Information Board of Directors Rajendra S Pawar Arvind Thakur Vijay K Thadani Chairman Vice Chairman Non-Executive Promoter Director & Managing Director Surendra Singh Amit Sharma Ashwani Puri Independent Director Independent Director Independent Director Holly Jane Morris Independent Director 3 ANNUAL REPORT 2017-18 Chief Executive Officer Sudhir Singh w.e.f. January 19, 2018 Chief Financial Officer Amit Kumar Garg till July 27, 2018 Sanjay Mal w.e.f. July 28, 2018 Company Secretary & Legal Counsel Lalit Kumar Sharma Auditors S.R Batliboi LLP Financial Institutions/Bankers Indian Overseas Bank ICICI Bank Limited Standard Chartered Bank Citibank NA Wells Fargo Bank Lloyds TSB Bank Plc NatWest Registered Office NIIT Technologies Limited 8, Balaji Estate, First Floor Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019, India Email: [email protected] Tel : +91-11-41675000 Fax : +91-11-41407120 Corporate Office NIIT Technologies Limited Corporate Office Tapasya Corp Heights Plot No. - 5, Sector - 126, Noida Express Highway, Noida, UP, INDIA Ph: +91 120 711 8400 Fax: +91 120 711 9150 Registrar & Share Transfer Agent Alankit Assignments Limited Unit - NIIT Technologies Limited 1E/13, Jhandewalan Extn., New Delhi - 110 055 Tel : +91-11-23541234, 42541234 Fax : +91-11-41543474 Email: [email protected] NIIT Technologies Website Corporate Website : www.niit-tech.com All trademarks acknowledged. 4 NIIT Technologies Limited Regd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019 Email: [email protected] , Website: www.niit-tech.com Ph. No. +91 11 41675000 Fax : +91 11 41407120 CIN:L65993DL1992PLC048753 NOTICE Notice is hereby given that the Twenty Sixth Annual General of the Company applicable to the Chairman, shall not Meeting of the Members of NIIT Technologies Limited will be exceed five percent of Company’s net profit as provided held on Friday, September 28, 2018, at 09:00 AM at Ocean under the provisions of Sections 197, Schedule V and Pearl Retreat, Satbari, Chattarpur Mandir Road, New Delhi – other applicable provisions, if any, of the Companies 110 074 to transact the following business: Act, 2013. ORDINARY BUSINESS RESOLVED FURTHER THAT the Board of Directors 1. To receive, consider and adopt: be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments (a) the Audited Financial Statements of the Company for and writings as may be required and to delegate all or the Financial Year ended March 31, 2018, together any of its powers herein conferred to any Committee of with the Reports of the Board of Directors and Auditors Directors or Director(s) to give effect to the aforesaid thereon; and resolution and for matters concerned therewith or (b) the Audited Consolidated Financial Statements of incidental thereto”. the Company for the Financial Year ended March 31, 5. To approve the Appointment of Mr. Arvind Thakur as 2018 together with Report of the Auditors thereon; Vice-Chairman & Managing Director of the Company 2. To declare dividend on Equity Shares of the Company and in this regard to consider and if thought fit, to pass for the Financial Year ended March 31, 2018. with or without modifications, the following resolution as 3. To appoint a Director in place of Mr. Rajendra S Pawar a ORDINARY RESOLUTION:- (DIN 00042516), who retires by rotation and, being “RESOLVED THAT pursuant to the recommendation eligible, offers himself for re-appointment. of Nomination and Remuneration Committee and SPECIAL BUSINESS approval of the Board and subject to the provisions of Sections 196,197, 198, 203, read with Schedule V and 4. To approve appointment of Mr. Rajendra S Pawar, as other applicable provisions, if any, of the Companies Chairman of the Company and in this regard to consider Act, 2013 (including any statutory modification(s) or and if thought fit, to pass with or without modifications, re-enactment(s) thereof for the time being in force) the following resolution as a SPECIAL RESOLUTION:- (“the Act”), the relevant provisions of the Articles of “RESOLVED THAT pursuant to the recommendation Association of the Company and receipt of such statutory of Nomination and Remuneration Committee and approvals, if any, as may be necessary, being obtained approval of the Board and subject to the provisions of from the appropriate authorities to the extent applicable Sections 196, 197, 198, 203 read with Schedule V and or necessary and subject to such conditions and other applicable provisions, if any, of the Companies modifications as may be prescribed or imposed while Act, 2013 (including any statutory modification(s) or granting such approvals, the consent of the members re-enactment(s) thereof for the time being in force) of the Company be and is hereby accorded to appoint (“the Act”), the relevant provisions of the Articles of Mr. Arvind Thakur (DIN 00042534) as Vice Chairman Association of the Company, and receipt of such & Managing Director of the Company for a period not statutory approvals, if any, as may be necessary, being exceeding 5 years w.e.f. January 19, 2018 as well as obtained from the appropriate authorities to the extent the revision in the terms and conditions of appointment applicable or necessary and subject to such conditions including remuneration of Mr. Arvind Thakur as Vice and modifications as may be prescribed or imposed Chairman & Managing Director of the Company with while granting such approvals, consent of the members effect from April 1, 2018 till the expiry of his term of of the Company be and is hereby accorded to appoint appointment , as set out in the agreement entered into Mr. Rajendra S Pawar (DIN 00042516) as Chairman of between the Company and Mr. Arvind Thakur including the Company for a period not exceeding 5 years w.e.f any amendments and alterations thereof, as may be March 27, 2018 as well as the revision in the terms agreed to between the Board and Mr. Arvind Thakur. and conditions of appointment including remuneration RESOLVED FURTHER THAT the aggregate of the of Mr. Rajendra S Pawar as Chairman of the Company salary, perquisites and other benefits, as per the with effect from April 1, 2018 till the expiry of his term scheme of the Company applicable to the Managing of appointment, as set out in the agreement entered Director, shall not exceed five percent of Company’s net into between the Company and Mr. Rajendra S Pawar, profit as provided under the provisions of Sections 197, including any amendments and alterations thereof, as Schedule V and other applicable provisions, if any, of may be agreed to between the Board and Mr. Rajendra the Companies Act, 2013. S Pawar. RESOLVED FURTHER THAT the Board of Directors be RESOLVED FURTHER THAT the aggregate of the and is hereby authorized to do all such acts, deeds and salary, perquisites and other benefits, as per the scheme 5 NIIT Technologies Limited Regd. Office : 8, Balaji Estate, First Floor, Guru Ravi Das Marg, Kalkaji, New Delhi - 110 019 Email: [email protected] , Website: www.niit-tech.com Ph. No. +91 11 41675000 Fax : +91 11 41407120 CIN:L65993DL1992PLC048753 NOTICE things and execute all such documents, instruments and Meeting of the Company can inspect the proxies lodged writings as may be required and to delegate at the Company in the business hours during the period all or any of its powers herein conferred to any beginning twenty-four hours before the time fixed for Committee of Directors or Director(s) to give the commencement of the Annual General Meeting and effect to the aforesaid resolutions and for matters ending on the conclusion of the meeting.