LARSEN & TOUBRO INFOTECH Directors Report

The Directors have pleasure in presenting the Annual Report along with the Audited Financial Statements of Larsen & Toubro Infotech Limited (‘LTI’ or ‘Company’) for the year ended March 31, 2017.


1. FINANCIAL RESULTS


(Rs. Million)









































































































































Particulars



Standalone



Consolidated



2016-17



2015-16



2016-17



2015-16



Revenue from operations



61,829



55,685



65,009



58,464



Other Income



1,983



2,304



1,867



1,897



Total Income



63,812



57,989



66,876



60,361



Less: Operating Expenditure



50,850



46,454



52,707



48,216



Less: Finance Cost



32



58



32



58



Less: Depreciation and amortization



1,088



1,034



1,779



1,740



Profit Before Tax (PBT)



11,842



10,443



12,358



10,347



Less: Provision for Tax



2,466



1,881



2,649



1,982



Profit for the year (PAT)



9,376



8,562



9,709



8,365



Less: Non-Controlling Interests



-



-



2



2



Add: Balance brought forward from previous year



13,272



11,203



13,678



11,808



Add: Profit and loss account of GDA Technologies Limited (‘GDA’) on amalgamation



365



-



-



-



Add: Other Comprehensive Income



(45)



23



(45)



23



Balance available for disposal which Directors appropriate as follows:



22,968



19,788



23,340



20,194



Dividend (excluding tax)



(1,700)



(5,467)



(1700)



(5,467)



Tax on Dividend



(278)



(1,049)



(278)



(1,049)



Balance to be carried forward



20,990



13,272



21,362



13,678



2. INDIAN ACCOUNTING STANDARDS


Ministry of Corporate Affairs (‘MCA’) vide its notification dated February 16, 2015, notified the Indian Accounting Standards (‘Ind AS’) applicable to certain classes of companies. Accordingly, financial statements for the year ended March 31, 2017, have been prepared in compliance with Ind AS as prescribed under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and financial statements for the year ended March 31, 2016, have also been restated as per Ind AS. Further, note 2a and note 2a in the notes to accounts in the standalone and consolidated financial statements, respectively, provides further explanation on the transition to Ind AS.


3. PERFORMANCE OF THE COMPANY


On standalone basis, revenue from operations and other income for the financial year under review were Rs.63,812 Million as against Rs.57,989 Million for the previous financial year registering an increase of 10.0%. The profit before tax was Rs.11,842 Million and the profit after tax was Rs.9,376 Million for the financial year under review as against Rs.10,443 Million and Rs.8,562 Million respectively for the previous financial year.


On consolidated basis, revenue from operations and other income for the financial year under review were Rs.66,876 Million as against Rs.60,361 Million for the previous financial year registering an increase of 10.8%. The profit before tax was Rs.12,358 Million and the profit after tax was Rs.9,709 Million for the financial year under review as against Rs.10,347 Million and Rs.8,365 Million respectively for the previous financial year.


4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT


There have been no changes and commitments affecting the financial position of the Company, between the end of the financial year and the date of the report.


5. INITIAL PUBLIC OFFERING OF YOUR COMPANY


Your Company undertook an Initial Public Offer (‘IPO’) of 17,500,000 equity shares of face value of Rs.1 each at a price of Rs.710 per equity share through an Offer for Sale by Larsen & Toubro Limited, the Promoter of your Company, including a discount of Rs.10 per equity share on the offer price to Retail Individual Bidders.


The total offer aggregated to Rs.12,364 Million and constituted 10.3% of your Company’s post-offer paid-up equity share capital. Your Company’s equity shares were listed on the National Stock Exchange of India Limited and the BSE Limited on July 21, 2016.


6. CAPITAL EXPENDITURE


On standalone basis, as at March 31, 2017, the gross fixed and intangible assets stood at Rs.5,889 Million (previous year Rs.5,480 Million) out of which assets amounting to Rs.796 Million (previous year Rs.1,015 Million) were added during the year and the net fixed and intangible assets stood at Rs.2,871 Million (previous year Rs.3,393 Million).


On consolidated basis, as at March 31, 2017, the gross fixed and intangible assets stood at Rs.11,407 Million (previous year Rs.11,082 Million) out of which assets amounting to Rs.976 Million (previous year Rs.1,346 Million) were added during the year and the net fixed and intangible assets stood at Rs.5,432 Million (previous year Rs.6,521 Million).


7. DIVIDEND


The Directors recommend payment of final dividend of Rs.9.70 per equity share. During the year, your Company paid an interim dividend of Rs.6.85 per equity share. The total dividend including the final dividend would amount to Rs.16.55 per equity share.


The final dividend, if approved by the shareholders, would be paid/payable to those shareholders whose names appear in the Register of Members as on the Book Closure Dates mentioned in the notice of Annual General Meeting (‘AGM’) forming part of this report.


8. BRANDING


Digital disruption is challenging enterprises the world over to transform to newer business models by leveraging emerging technologies. In line with the pioneering role which LTI plays in bridging the convergence of the physical and digital world, your Company has also undergone a brand re-boot based on the brand idea ‘Pioneering solutions in a converging world’. The tagline - ‘Let’s Solve’ encapsulates the ability and willingness to solve complex challenges for the clients through your Company’s real-word expertise and technological prowess. The new brand is truly a brand for the converging world.


9. PEOPLE


The IT Industry is going through a digital transformation and employees are on a continuous learning trajectory to stay relevant and add value to the organization. This is being successfully catered to by using the new digital learning delivery platform - ‘Mosaic Academy’.


Your Company’s social collaborative platform ‘Workplace’ has transformed the way employees interact socially as well as professionally. Special Interest Groups made on ‘Workplace’ has enhanced employee collaboration, helped resolve issues quickly and bring in a continuous learning culture.


‘Policy Guru’ - This is an initiative that was launched on ‘Workplace’ to co-create and engage employees in making policy changes and review them for continued relevance to employee’s needs and current practices across the organization.


‘Shadow the Leader’ - This initiative was launched to engage and groom high potential talent. This helped employees connect with leaders personally and spend an entire day with them.


‘Candid’ - A team feedback to managers enabled through a mobile app was launched this year giving people an opportunity to share their experience with the manager.


‘Leadership Talent Review’ - Two dimensional reviews for leadership were done as a step to build the leadership pipeline. Actions have been taken on the basis of employee’s performance, potential and aspirations to do different kinds of roles.


10. INFRASTRUCTURE


Your Company has the best infrastructure throughout offices in India and abroad. Your Company has been expanding its facilities to keep pace with revenue growth. Emphasis has been on adding capacity in SEZ locations for new & incremental business. The new units at Mindspace SEZ - Airoli, Hinjewadi-Pune, Gopalan SEZ Bengaluru and DLF SEZ Chennai were made operational during the year 2016-17.


Your Company added infrastructure space of 45,000 sq.ft., during the financial year 2016-17 taking the total area to 2,189,840 sq.ft. with 22,264 Seats in India.


11. QUALITY INITIATIVES


Your Company continues all-pervasive commitment to Quality with focus on client centricity and continuous improvements. Your Company has revamped the Quality policy to reflect the same this year. The new Quality policy states:


We strive to be the most client-centric partner by:


- Delivering rich and meaningful experiences to our clients and their customers.


- Continuously improving our services and solutions, with focus on agility and creativity.


- Nurturing an environment that promotes learning and growth.


Client centricity is driven from top transferring to at all levels of your Company and reflected in Company’s initiatives.


Your Company continues to adhere to international certifications viz. ISO 9001, ISO 20000, ISO 27001 and ISO 14001 through combined external audit conducted by Bureau Veritas. During the year, your Company has transitioned the ISO 9001 certification to ISO 9001:2015 version and ISO 14001 certification to ISO 14001:2015 version. By transitioning to ISO 9001:2015 version, your Company has strengthened areas such as leadership commitment, risk based thinking and risk management, organization knowledge identification and retention.


Your Company has been successfully re-appraised on CMMI for Development V1.3 at Level 5, in 2016 for Development, Maintenance, Testing and ERP projects. Your Company continues to sustain the CMMI for Services V1.3 Level 5 certification, for which your Company was appraised in 2015. Your Company has also sustained the compliance to ISAE 3402 requirements for the projects in the Insurance domain across Business Units and also for client specific engagements in the Banking domain.


Your Company renewed the focus to deliver value to our clients through initiatives such as Beyond, Extreme Automation and Design Driven Delivery. Beyond initiative has brought in focus on innovation to deliver value to our clients. Extreme Automation has helped optimize our delivery execution and improve productivity. Design Driven Delivery suitably supported by Agile and DevOps methodologies, helps your Company to design and deliver client focused services and solutions.


Your Company has aligned and strengthened the management processes with focus on client centricity and delivery excellence. We continue to measure project level and leadership level client satisfaction. Various initiatives implemented during the year have helped to improve client satisfaction levels. Leadership level client experience has also significantly improved for our key accounts.


12. TRANSFER TO RESERVES


The Directors do not propose to transfer any amount to reserve.


13. DEPOSITS


During the year ended March 31, 2017, your Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.


14. DIRECTORS’ RESPONSIBILITY STATEMENT


The Board of Directors hereby confirm that:


(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure;


(ii) the Directors have 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 as on March 31, 2017 and of the profit of the Company for the year ended March 31, 2017;


(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;


(iv) the Directors have prepared the annual accounts on a going concern basis;


(v) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating efficiently; and


(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


15. DIRECTORS & KEY MANAGERIAL PERSONNEL


A. Appointment/Re-appointment:


During the year, following appointments/re-appointments were made on the Board:


a. Ms. Shubhalakshmi Panse as an Independent Director of the Company with effect from October 25, 2016 till October 24, 2021, subject to the approval of the shareholders. Ms. Panse, appointed as an Additional Director, will hold office till the ensuing Annual General Meeting (‘AGM’).


b. Mr. Sanjeev Aga as an Independent Director of the Company with effect from November 9, 2016 till November 8, 2021, subject to the approval of the shareholders. Mr. Aga, appointed as an Additional Director, will hold office till the ensuing AGM.


c. Mr. Aftab Zaid Ullah as the Whole-time Director of the Company with effect from November 9, 2016 till November 8, 2021, subject to the approval of the shareholders. Mr. Ullah, appointed as an Additional Director, will hold office till the ensuing AGM.


d. Mr. Sudhir Chaturvedi as the Whole-time Director of the Company with effect from November 9, 2016 till November 8, 2021, subject to the approval of the shareholders. Mr. Chaturvedi, appointed as an Additional Director, will hold office till the ensuing AGM.


e. Mr. M. M. Chitale as an Independent Director of the Company with effect from April 1, 2017 till March 31, 2022, subject to the approval of the shareholders by passing special resolution.


f. Mr. Samir Desai as an Independent Director of the Company with effect from April 1, 2017 till March 31, 2021, subject to the approval of the shareholders by passing special resolution.


Further, Mr. S. N. Subrahmanyan was appointed as a NonExecutive Vice Chairman by the Board with effect from May 4, 2017.


Mr. S. N. Subrahmanyan & Mr. A. M. Naik, Non-Executive Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing AGM of the Company. The details of Directors proposed to be appointed/ re-appointed is given in the notice convening the AGM forming part of this Annual Report.


The draft appointment letter issued to the Independent Directors is available on the Company’s website, www. Lntinfotech.com/Investors.


B. Cessation:


During the year, none of the Directors ceased/resigned from the Company.


C. Changes in Key Managerial Personnel & Compliance Officer:


During the year, following were the changes in the Key Managerial Personnel & Compliance Officer:


a. Mr. Subramanya Bhatt ceased to be the Company Secretary and Compliance Officer with effect from closure of business hours of November 9, 2016.


b. Mr. Rajesh S. Narang was appointed as the Company Secretary and Compliance Officer with effect from November 10, 2016 and ceased to be the Company Secretary and Compliance Officer with effect from closure of business hours of March 30, 2017.


c. Ms. Angna Arora was appointed as Compliance Officer with effect from March 31, 2017.


16. CORPORATE GOVERNANCE REPORT


A report on Corporate Governance is annexed as Annexure G to this Report.


17. CORPORATE SOCIAL RESPONSIBILITY (‘CSR’)


The Board has constituted a CSR Committee in terms of the requirements of the Companies Act, 2013. The details relating to the same is given in Annexure G to this Report.


The Annual Report on CSR is annexed as Annexure A to this Report. CSR Policy of your Company is available on the Company’s website, www.Lntinfotech.com/ social-responsibility.


18. CORPORATE SUSTAINABILITY


During the year, all development centers of your Company, in India, have cleared surveillance audit of BS OHSAS 18001:2007 certification for occupational health and safety. Your Company has undertaken Sustainability initiatives for example - office lighting, PC hibernation, Green Week, waste and e-waste management, recycling and Energy Star power procurement policy to reduce energy consumption.


19. GREEN INITIATIVE


Electronic copy of the Annual Report for the financial year 2016-17 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are registered with the Company/Depository Participant(s). For shareholders who have not registered their email addresses, physical copies are sent in the permitted mode.


20. STATUTORY AUDITOR


The Auditors’ Report to the shareholders does not contain any qualification and therefore does not call for any comments from Directors. Further the Auditors of the Company have not reported any fraud as specified under section 143(12) of the Companies Act, 2013.


The Statutory Auditor, M/s. Sharp & Tannan [ICAI Registration No. 109982W], have already completed more than ten years as Statutory Auditors of the Company.


Accordingly, as per section 139 of the Companies Act, 2013, M/s. Sharp & Tannan will cease to be the Statutory Auditors of the Company from the conclusion of the ensuing AGM. Hence, the Board, based on the recommendation of the Audit Committee, proposes the appointment of M/s. B. K. Khare & Co. [ICAI Registration No. 105102W] as the Statutory Auditors for a continuous period of 5 years from the conclusion of 21st AGM till the conclusion of 26th AGM of the Company, subject to approval of shareholders.


The Auditors, M/s. B. K. Khare & Co., have informed the Company that their appointment, if made, would be in line with the requirement laid under section 141 of the Companies Act, 2013. Further, the Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (‘ICAI’) and hold a valid certificate issued by the Peer Review Board of the ICAI.


The Auditors have also furnished a declaration confirming their independence as well as their arm’s length relationship with the Company and declared that they have not taken up any prohibited non-audit assignments for the Company.


21. SECRETARIAL AUDITOR


The Secretarial Audit Report issued by Ms. Naina Desai, Practicing Company Secretary, does not contain any qualification and is annexed as Annexure B to this Report.


22. CONSOLIDATED FINANCIAL STATEMENTS


The Consolidated Financial Statements pursuant to section 129(3) of the Companies Act, 2013, prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report. The Auditors report to the shareholders does not contain any qualification, observation or adverse comment.


23. CHANGES IN SHARE CAPITAL


During the financial year 2016-17, the Company allotted 754,925 equity shares of Rs.1 each on exercise of the vested options by the eligible employees under the Employee Stock Option Schemes of the Company. Accordingly, the paid-up equity share capital of the Company increased from Rs.169.82 Million to Rs.170.57 Million.


Subsequent to March 31, 2017, the Company has further allotted 38,093 equity shares of Rs.1 each on May 4, 2017, on exercise of vested options by the eligible employees under the Employee Stock Option Schemes of the Company. Consequent to the same, there has been an increase in the paid-up equity share capital of the Company to Rs.170.61 Million.


24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS


Your Company has designed and implemented a process driven framework for Internal Financial Controls (‘IFC’) within the meaning of the explanation to section 134(5) (e) of the Companies Act, 2013. For the year ended March 31, 2017, the Board is of the opinion that your Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. Your Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on your Company’s operations.


25. EXTRACT OF ANNUAL RETURN


The extract of annual return is annexed as Annexure C to this Report.


26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS


The Board of Directors met 4 (four) times during the financial year. The details of the Board meetings and the attendance of Directors is provided in the Annexure G to this Report.


27. AUDIT COMMITTEE


The Board has constituted the Audit Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure G to this Report.


28. VIGIL MECHANISM


The Whistle Blower Policy of the Company meets the requirement of the Vigil Mechanism framework under the Companies Act, 2013 (‘Act’). The Audit Committee of the Company oversees the functioning of the Whistle Blower Policy.


As per the provisions of section 177(9) of the Act, the Company is required to establish an effective Vigil Mechanism for Directors and employees to report genuine concerns.


The Company has a Whistle Blower Policy in place since 2014 to encourage and facilitate employees to report concerns about unethical behavior, actual/suspected frauds and violation of the Company’s Code of Conduct. The policy provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the implementation of the Whistle Blower Policy.


Information about the establishment of the Whistle Blower Policy is available on the Company’s website, www.Lntinfotech.com/Investors. During the year, no personnel has been declined access to the Audit Committee, whenever desired.


29. RELATED PARTY TRANSACTIONS


The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same is available on the Company’s website i.e www. Lntinfotech.com/Investors. The Company has a process in place to periodically review and monitor related party transactions.


During the year, all the related party transactions were in the ordinary course of business and at arm’s length and were approved by the Audit Committee. There were no material transactions with related parties during the year that may have conflict with the interest of the Company.


30. SUBSIDIARY/ ASSOCIATE/JOINT VENTU RE COMPANIES


As at March 31, 2017, the Company has 10 Subsidiaries including a Joint Venture. There has been no material change in the nature of the business of Subsidiaries.


- During the year, the Company acquired/formed following Subsidiary Companies:





















Name of the Company



Type of equity shares



No. of equity shares



AugmentIQ Data Sciences Private Limited



Equity



1,102,4191



L&T Infotech S.de. RL. C.V



Equity



N. A.2



Notes:


1. The Company acquired 1,102,419 equity shares of Rs.10 each of AugmentIQ Data Sciences Private Limited on November 30, 2016. Out of 1,102,419 equity shares of Rs.10 each fully paid-up, 1,102,418 equity shares are held by the Company and 1 equity share is held by 1 individual jointly and on behalf of the Company.


2. L&T Infotech S.de. RL. C.V was incorporated as a Subsidiary on March 1, 2017, in Mexico with a registered minimum fixed capital of 3,000 Mexican Pesos. However, no investment has been made by the Company in L&T Infotech S.de. RL. C.V.


The Company has formulated a policy on the identification of material subsidiaries in line with Regulation 16(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the same is available on the Company’s website, www.Lntinfotech.com/Investors.


- Performance and financial position of each Subsidiary/Associate and Joint Venture Companies:


A statement containing the salient features of the financial statement of subsidiaries/associate/joint venture companies as per form AOC-1 is annexed as Annexure D to this Report.


- Update on Amalgamation of GDA Technologies Limited (‘GDA’) with the Company:


Pursuant to the Scheme of Amalgamation sanctioned by the Hon’ble High Court of Bombay vide its order dated April 1, 2016 and by the Hon’ble High Court of Madras vide its order dated August 3, 2016, GDA was amalgamated with the Company with effect from September 2, 2016, with the appointed date being April 1, 2016. Consequently, the entire business, assets, liabilities, duties and obligations of GDA have been transferred to and vested in the Company with effect from April 1, 2016.


- Amalgamation of AugmentIQ Data Sciences Private Limited (‘AugmentIQ’) with the Company:


The Board of your Company and AugmentIQ in their meetings held on May 4, 2017 and May 3, 2017 respectively, approved the Scheme of Amalgamation (‘Scheme’) of AugmentIQ with the Company under section 230-232 of the Companies Act, 2013. The appointed date for the proposed Scheme is April 1, 2017.


31. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED


Your Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided in the notes forming part of the financial statements provided in this Annual Report.


32. EMPLOYEE STOCK OPTION SCHEMES


There has been no material change in the Employee Stock Option Schemes (‘ESOP Schemes’) during the financial year under review. The Employee Stock Ownership Scheme 2000 and the Employee Stock Ownership Scheme 2006 U.S. Stock Option Sub-Plan are in compliance with the then applicable Act and Regulations, if any. Further, the Employee Stock Option Scheme 2015 is in compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 and the disclosures relating to the ESOP Schemes of the Company as required is available on the Company’s website, www.Lntinfotech. com/Investors.


A Certificate obtained from the Statutory Auditors, confirming compliance with the Companies Act, 2013 and SEBI (Share Based Employee Benefits) Regulations, 2014 is given in Annexure H to this Report.


33. COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION


The Company has constituted the Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure G to this Report.


The Committee has formulated a policy on Director’s appointment and remuneration including recommendation of remuneration of Key Managerial Personnel and the criteria for determining qualifications, positive attributes and independence of a Director.


34. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS


The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its Committees, Chairman and individual Directors has to be made.


It includes circulation of questionnaires to all Directors for evaluation of the Board and its Committees,


Board composition and its structure, its culture, Board effectiveness, Board functioning, information availability,etc. These questionaries’ also cover specific criteria and the grounds on which all Directors in their individual capacity have been evaluated.


The inputs given by all the Directors were discussed in the meeting of the Independent Directors held on May 4, 2017, in accordance with Schedule IV of the Companies Act, 2013. The performance evaluation of the Board, its Committees, Chairman and Directors was also reviewed by the Nomination and Remuneration Committee and the Board of Directors.


35. DISCLOSURE OF REMUNERATION


The details of remuneration as required under section 197(12) of the Companies Act, 2013 (‘Act’) and Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, is provided in Annexure E to this Report.


The details of employees receiving remuneration as mentioned in Rule 5(2) & 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time is provided in Annexure I to this Report. In terms of section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary/Compliance Officer. None of the employees listed in the said Annexure is related to any Director of the Company.


36. STAKEHOLDERS’ RELATIONSHIP COMMITTEE


The Board has constituted the Stakeholders’ Relationship Committee in terms of the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure G to this Report.


37. DECLARATION BY INDEPENDENT DIRECTORS


The Company has received Declaration of Independence from its Independent Directors as stipulated under section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence. The same is available on the Company’s website, www.Lntinfotech. com/Investors.


38. INDEPENDENT DIRECTORS MEETING


As per Schedule IV of the Companies Act, 2013, Secretarial Standards-1 (‘SS-1’) read with the Guidance Note on SS-1 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the meeting of the Independent Directors was held on May 4, 2017.


39. COMPLIANCE WITH SECRETARIAL STANDARDS


The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.


40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO


Information as per section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo is given in Annexure F to this Report.


41. RISK MANAGEMENT POLICY


The Company has constituted a Risk Management Committee comprising of Mr. S. N. Subrahmanyan, Mr. Sanjay Jalona, Mr. Aftab Zaid Ullah and Mr. Ashok Kumar Sonthalia as members. Mr. S. N. Subrahmanyan is the Chairperson of the Committee.


The Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework.


A detailed note on risk management is given in and under separate section of this Annual Report.


42. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS


During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.


43. ACKNOWLEDGEMENTS


The Directors thank the Company’s customers, vendors, banks, financial and academic institutions, employees, regulatory authorities, stock exchanges & all other stakeholders for their continued co-operation & support to the Company. The Directors also acknowledge the support and co-operation from the Government of India and overseas, its agencies and other regulatory authorities.


For and on behalf of the Board


Sanjay Jalona Aftab Zaid Ullah


Chief Executive Officer & Chief Operating Officer &


Place: Mumbai Managing Director Whole-time Director


Date: May 4, 2017 (DIN: 07256786) (DIN: 05165334)

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