NIIT Limited. Corporate Governance Report BOARD OF DIRECTORS

Transcription

1 Corporate Goverace Report Your Compay believes that strog compaies are built o the foudatio of good goverace practices. Corporate Goverace ecompasses the effective maagemet of relatioships amog costituets of the ecosystem - shareholders, maagemet, staff members, customers, vedors, govermets, regulatory authorities ad commuity at large. These relatioships ca be stregtheed through corporate fairess, trasparecy, empowermet ad compliace with the law i letter ad spirit. Your Compay takes proactive approach ad revisits its goverace practices from time to time so as to meet busiess ad regulatory eeds. COMPANY S PHILOSOPHY ON CORPORATE GOVERNANCE Your Compay s philosophy o Corporate Goverace is aimed at optimizig the balace betwee stakeholders iterests ad corporate goals through the efficiet coduct of its busiess ad meetig their obligatio i a maer that is guided by trasparecy, accoutability ad itegrity. It has always bee believed that a idepedet Board followig iteratioal practices, trasparet disclosures ad empowermet of stakeholders are as ecessary as solid fiacial results for creatig ad sustaiig shareholder s value. Your Compay is coscious of its resposibility as a good corporate citize ad is committed to a high stadard of Corporate Goverace practices. At NIIT, value creatio is a philosophy that is ubiquitous across the orgaisatio. Stakeholders are the focus of Compay s growth strategy. The Compay has esured stability ad growth i a dyamic eviromet ad i competitive times. This has bee the Compay s commitmet sice iceptio. BOARD OF DIRECTORS Compositio of Board The compositio of the Board of Directors is i coformity with the stipulatio laid dow i the code of Corporate Goverace recommeded by the Securities ad Exchage Board of Idia (SEBI) through Clause 49 of the Listig Agreemet of the Stock Exchages. The Names ad Categories of the Directors o the Board, their attedace at Board Meetigs held durig the Fiacial Year ad at the Last Aual Geeral Meetig ad the umber of Directorship ad Committees Chairmaship/ Membership held by them are give hereuder: Name of Director & DIN Mr. Rajedra S Pawar ( ) Mr. Vijay K Thadai ( ) Mr. P Rajedra ( ) Mr. Suredra Sigh ( ) Mr. Sajay Khosla ( ) Ms. Madhabi Puri Buch ( ) Desigatio Chairma ad Maagig Director Chief Executive Officer ad Wholetime Director Chief Operatig Officer ad Wholetime Director Director Director Director Category Promoter & Executive Director Promoter & Executive Director No. of Board Meetigs durig the Fiacial Year No. of Directorships i other Idia Compaies* No. of Membership/ Chairmaship i other Board Committees** Held Atteded Member Chairma Whether atteded last AGM Yes Yes Executive Director Yes No-Executive Idepedet Director No-Executive Idepedet Director No-Executive Idepedet Director Yes No Yes * Directorships do ot iclude private compaies, Sectio 25 compaies ad compaies icorporated outside Idia. ** Board Committees for this purpose icludes oly Audit committee ad Shareholders /Ivestors Grievace committee of public limited compaies. Note: 1. No Director is related to ay other Director o the Board i terms of the defiitio of relative give uder the Compaies Act, Mr. Subroto Bhattacharya (DIN: ) ceased to be Director of the Compay w.e.f July 2, Mr. Bhattacharya had ot atteded ay Board/Committee meetig durig his associatio as Idepedet Director durig the fiacial year

2 Corporate Goverace Report (Cotd.) Your Compay is maaged ad guided by a professioal Board comprisig six Directors out of which three are Idepedet Directors, costitutig half of the Board s total stregth. The Directors are emiet persos with cosiderable professioal expertise ad experiece. The Idepedet Directors of the Compay meet all the criteria madated by Clause 49 of the Listig Agreemet. The Board s role, fuctios, resposibilities ad accoutability are clearly defied. I additio to its primary role of moitorig corporate performace, the fuctios of the Board iclude: Articulatig the corporate philosophy ad missio; Formulatig strategic plas; Reviewig ad approvig fiacial plas ad budgets; Moitorig corporate performace agaist strategic plas icludig overseeig operatios; Esurig ethical behaviour ad compliace with laws ad regulatios; Reviewig ad approvig borrowig/ledig, ivestmet limits ad exposure limits etc.; Keepig Shareholders iformed about plas, strategies ad performace; ad Esurig 100% ivestors satisfactio. A brief profile ad role of each of the Directors is give below: Mr. Rajedra S Pawar Desigatio: Chairma ad Maagig Director Profile: Mr. Rajedra S Pawar is Chairma ad Co-Fouder of the NIIT Group, comprisig, the leadig Global Talet Developmet Corporatio, which pioeered the computer educatio market i Idia i the 80 s, ad NIIT Techologies Limited the software ad services arm, caterig to cliets across North America, Europe, Asia ad Australia. Set up i 1981, NIIT pioeered the computer educatio market i Idia, creatig a completely ew idustry segmet ad takig it to cosolidatio ad maturity. Mr. Pawar has played a leadership role i urturig NIIT ad buildig it ito a leadig Global Talet Developmet Corporatio. By pioeerig NIIT s iovative frachisig model, he eabled the compay to uleash a wave of etrepreeurship across the globe, providig youg people with the opportuity to create viable busiesses cetered o IT learig. Mr. Pawar is a member o the Prime Miister s Natioal Coucil o Skill Developmet ad has served o the PM s Natioal Taskforce (1998), commissioed to develop Idia ito a IT Superpower. Actively ivolved i Idia s key Chambers of Commerce, Mr. Pawar has led several ICT idustry fora, icludig NASSCOM (Natioal Associatio of Software & Service Compaies) as its Chairma i , givig voice to the sector s aspiratios ad goals. A member of the Iteratioal Busiess Coucil of the World Ecoomic Forum, Mr. Pawar has bee a advisor to the Hua provice of Chia ad a member of PIAC (Presidetial Iteratioal Advisory Coucil) of the Govermet of South Africa for IT. Global Busiess Itelligece firm, Erst & Youg coferred o Mr. Pawar its prestigious Master Etrepreeur of the Year Award i He has also bee amed the IT ma of the Year by IT idustry joural, Dataquest. Mr. Pawar has bee awarded The Global Idia Spledor Award o the occasio of 60 th year of Idia s idepedece, for his work o developig huma resource potetial. He is a Fellow of the Computer Society of Idia ad the Istitutio of Electroics & Telecom Egieers. Kow for promotig idustry-academia alliaces, Mr. Pawar has bee workig closely with the coutry s well-kow educatioal istitutios. He is o the Board of Goverors of Idia s premier istitutios- IIT Delhi, Coutry s first global busiess school- the Idia School of Busiess (ISB) Hyderabad, IIM Bagalore, IIM Udaipur ad the Scidia School. Mr. Pawar studied at the Scidia School, Gwalior ad graduated from the coutry s prestigious egieerig istitutio, IIT, Delhi i 1972 where he pursued the B.Tech programme i electrical egieerig ad received the Distiguished Alumus Award of IIT i He has also bee awarded a Hoorary Doctoral Degree by the Rajiv Gadhi Techical Uiversity i Havig revolutioized the IT Traiig idustry, Mr. Pawar is ivolved i shapig a ew model i Higher Educatio, the ot-for-profit NIIT Uiversity. He is curretly chairig the Committee o Policy Framework for Techology Based Educatio, Govermet of Idia. I recogitio of his cotributio towards chagig the IT ladscape i Idia, i 2011, Mr. Pawar was awarded the Padma Bhusha, oe of the highest civilia awards give by the Govermet of Idia. 35

3 Corporate Goverace Report (Cotd.) Roles ad Resposibilities: Mr. Pawar plays a major role i providig thought leadership ad strategic iputs to the Compay i additio to helpig shape ew busiess ad drivig the strategic HR program i the Compay. Mr. Vijay K Thadai Desigatio: Chief Executive Officer ad Whole-time Director Profile: Mr. Vijay K. Thadai is the Chief Executive Officer of, a leadig Global Talet Developmet Corporatio. As a Co-fouder of the NIIT Group, he serves o the Board of NIIT Techologies Limited, its software ad services arm. Mr. Thadai has led the Group s globalizatio efforts sice 1991, takig the NIIT flag to over 38 coutries. A ackowledged idustry thought-leader, Mr. Thadai has served as Presidet of MAIT (Maufacturers Associatio for Iformatio Techology) ad as Chairma of the Idia Govermet s Committee o Natioal Iformatio Ifrastructure. He has bee a member of the Strategy Coucil of Global Alliace for ICT ad Developmet of the Uited Natios Departmet of Ecoomic ad Social Affairs (UNDESA- GAID). Mr. Thadai has Chaired the IT Committee of the Cofederatio of Idia Idustry (CII) i USA, the CII Natioal Committee o Educatio, Idia ad the CII Norther Regio for Mr. Thadai served as the Chairma of the Natioal Accreditatio Board for Educatio ad Traiig (NABET), ad the Board of Goverors of Idia Istitute of Iformatio Techology (IIIT), Allahabad. Co-fouder of NIIT Uiversity, a ew model i higher educatio, Mr. Thadai is o Board of leadig educatio istitutios, icludig o the Idia Advisory Board of the Maastricht Uiversity, Netherlads; Idia Advisory Board of Project Maagemet Istitute (PMI), USA ad the Goverig Coucil of All Idia Maagemet Associatio (AIMA). A Distiguished Alumus of the premier Idia Istitute of Techology, Delhi, Mr. Thadai was hoored with the positio of Ecoomic Cosultat to Chogqig, world s largest city i the People s Republic of Chia. Roles ad Resposibilities: As the Chief Executive Officer of the Compay, Mr. Thadai provides strategic directio ad oversight to the Chief Executives ad Heads of the Compay s global busiesses amely Career Buildig solutios, Corporate Learig solutios, School Learig solutios ad Skill Buildig solutios. His resposibilities iclude leadig the Compay s Strategic Alliace ad Techology partership iitiatives ad i additio to oversee the Fiace, Ivestor Relatios ad Corporate Commuicatios fuctios. He also serves as the Chairma, Board of Directors of NIIT USA Ic, NIIT Istitute of Fiace Bakig ad Isurace Traiig Limited, NIIT Yuva Jyoti Limited ad Evolv Services Limited. Mr. P Rajedra Desigatio: Chief Operatig Officer ad Whole-time Director Profile: Mr. P. Rajedra, Chief Operatig Officer ad Co-fouder of, is part of the core team that has developed the orgaisatio ad brought it to its preset positio of iteratioal stadig, sice its iceptio i He is a alumus of Idia Istitute of Techology, Delhi. Today, Mr. Rajedra leads the People, Ifrastructure & Techology iitiatives ad the School Solutios Busiess at NIIT. A people-perso ad a believer i leveragig Iformatio Techology for Huma Resources competitiveess, he has helped NIIT emerge as oe of the most excitig places to work. Uder his leadership, the Compay has received may awards i recogitio of its iovative HR practices, icludig Top 10 Idia s Best Compaies to Work for by Great Places to Work Istitute. Actively associated with idustry associatios like CII ad FICCI, Mr. Rajedra takes kee iterest i the area of iovative deploymet of ICT for huma developmet ad creatio of ew jobs. Roles ad Resposibilities: Mr. Rajedra assists the CEO i the maagemet of the operatios of the Compay. I additio, he leads the corporate teams egaged i Huma Resources, Commercial Services, Legal Services ad provides oversight for the School Learig solutios busiess. Mr. Suredra Sigh Desigatio: Idepedet Director Profile: Mr. Suredra Sigh is a IAS Officer (Retd.). He has a Masters degree i Mathematics from the Uiversity of Allahabad. He has held very seior positios i the Cetral ad State Govermets. Startig his public service i 1959, Mr. Sigh has held positios like Special Secretary to the Prime Miister of 36

4 Corporate Goverace Report (Cotd.) Idia, Cabiet Secretary to the Govermet of Idia, Secretary to the Coucil of Miisters ad Secretary, Miistry of Idustry. He was a Executive Director o the Board of the World Bak, represetig Idia, Bagladesh, Sri Laka ad Bhuta. He was Director o the Boards of the Iteratioal Fiace Corporatio (IFC) ad the Multilateral Ivestmet Guaratee Agecy (MIGA). Mr. Suredra Sigh was ivited to NIIT s Board as a Idepedet Director i Ackowledgig his cotributio i civil services, Mr. Sigh has bee awarded the coutry s prestigious civilia hoour, Padma Bhusha by the Presidet of Idia i Roles ad Resposibilities: Mr. Sigh advises the Compay o iteral cotrols, audit systems, compesatio structure ad ivestor relatios. He is the chairma of the Shareholders / Ivestors Grievace Committee ad Compesatio/Remueratio Committee ad is member of Audit Committee of the Compay. Mr. Sajay Khosla Desigatio: Idepedet Director Profile: Mr. Sajay Khosla was the Presidet of Kraft s Developig Markets ad was resposible for the compay s almost US $ 16 billio busiess i over 60 coutries coverig Asia Pacific, Lati America, Cetral ad Easter Europe, Middle East ad Africa. This icluded maagemet of the Cadbury busiess which was acquired by Kraft i Before joiig Kraft Foods i Jauary 2007, he was the Maagig Director of Foterra Brads, New Zealad s largest multiatioal compay ad oe of the world s biggest dairy compaies. Prior to this, Mr. Khosla was Seior Vice Presidet, Global Beverages, Uilever ad Chairma of that compay s Global Board for the beverages category. Durig his 27 year career with Uilever, Mr. Khosla held seior positios i Idia, Europe ad the Uited Kigdom. He has also led lectures o maagig iteratioal brads ad busiess at Columbia Uiversity i New York, Uiversity of Chicago, Northwester Uiversity ad IMD i Lausae, Switzerlad. Mr. Khosla is a alumus of the premier IIT, Delhi, ad has completed a Advaced Maagemet Programme from Harvard Uiversity. I 1998, he was amed as Marketig Superstar by the promiet marketig idustry publicatio, Advertisig Age. Mr. Khosla was ivited to NIIT s Board as a Idepedet Director i Roles ad Resposibilities: Mr. Khosla advises the Compay o brad buildig, marketig strategy, remueratio policies ad other matters. He is a member of Compesatio/ Remueratio Committee of the Compay. Ms. Madhabi Puri Buch Desigatio: Idepedet Director Profile: Ms. Madhabi Puri Buch is the CEO of Agora Parters Pte Ltd, a cosultig firm specializig i the area of cosumer ad techology treds. Prior to this, she was the head of Greater Pacific Capital Sigapore Pte Ltd., a fud maagemet compay that is part of the Greater Pacific Capital Group, a Private Equity Group that ivests i the high growth markets of Idia ad Chia. Prior to this, she was with the ICICI Group for over 15 years. She was the Maagig Director ad CEO of ICICI Securities Limited (ISEC) from February 2009 to July She spearheaded ISEC s iitiatives i Equity Capital Markets, Advisory Services, Istitutioal Equities ad Retail Equities icludig ICICIdirect.com. Prior to that, she was a Executive Director o the board of ICICI Bak. Durig her teure i the bak, she looked after various busiesses icludig home loas, bods ad treasury solutios as well as customer service, back office operatios ad compliace. She is a No Executive Director o the board of Idea Cellular Limited ad a fouder of the trust Toofless Foudatio that udertakes a variety of iitiatives for raisig fuds for grassroot NGOs. Ms. Madhabi Puri Buch is a graduate i Mathematics from St. Stephes College, Delhi Uiversity ad PGDM (MBA) from IIM, Ahmedabad. Roles ad Resposibilities: Ms. Madhabi Puri Buch advises the Compay o fiacial ad ivestmet matters. She guides the corporate teams o fiace related matters ad helps i formulatig beeficial ivestmet strategies for the Compay. She is member of Audit Committee ad Compesatio/ Remueratio Committee of the Compay. Board Meetigs Five (5) Board Meetigs were held durig the Fiacial Year ad gap betwee two meetigs did ot exceed four moths. Board Meetigs were held o May 9, 2012, July 25, 2012, October 19, 2012, Jauary 18, 2013 ad March 20, The Compay holds at least four Board meetigs i a year, oe i each quarter to review the fiacial 37

5 Corporate Goverace Report (Cotd.) results. Apart from the four scheduled Board meetigs, additioal Board meetigs are also coveed to address the specific requiremets of the Compay. Urget matters are also approved by the Board by passig resolutios through circulatio. All Directors o the Board are free to suggest ay item for iclusio i the ageda for the cosideratio of the Board. The ecessary iformatio as metioed i Aexure 1A to Clause 49 of the Listig Agreemet has bee placed before the Board for their cosideratio. The Board ad/or Committees have, iter-alia, addressed the followig key items: Three years perspective pla & visio of the Compay for global emiece; Aual busiess pla; Ivestmets ad/or loas made by the Compay; Formatio of subsidiary compaies (icludig overseas subsidiary compaies); Review of operatios (icludig operatios of subsidiary compaies); Strategic acquisitios of compaies ad critical assets; Strategic decisios relatig to ew vetures; Statutory matters; Review of paymet of remueratio to Directors; New alliaces; Review of miutes of Committee Meetigs; Review of miutes of Board Meetigs of the subsidiary compaies; Review of foreig exchage exposures; Review of aual budgets, capital budgets ad utilizatio of fuds; Review ad adoptio of accouts, quarterly ad aual fiacial results; Iformatio o recruitmet ad remueratio of seior officers just below the Board level, icludig appoitmet or removal of the Chief Fiacial Officer ad Compay Secretary; Materially importat litigatios, show cause otice, demad, prosecutio, ad pealty otices; Ay material default i fiacial obligatios to ad by Compay, or substatial o-paymet for goods/services sold/redered by Compay; Trasactios that ivolve substatial paymet towards goodwill, brad equity, or itellectual property; Ay sigificat developmet o the huma resource matters ; Sale of material ature, of ivestmets, subsidiaries, assets, which is ot i ormal course of busiess; Details of foreig exchage exposures ad the steps take by maagemet to limit the risks of adverse exchage rate movemet; ad No-compliace of ay regulatory, statutory or listig requiremets ad shareholders service such as opaymet of divided, delay i share trasfer etc. The Compay has laid dow procedures to iform the Board Members about the risk assessmet ad mitigatio procedures. BOARD COMMITTEES I accordace with Clause 49 of the Listig Agreemet with Stock Exchages, iter-alia, the followig Committees are i operatio: Audit Committee Compesatio/Remueratio Committee Shareholders /Ivestors Grievace Committee Audit Committee I lie with the statutory provisios of Listig Agreemet etered ito with Stock Exchages read with Sectio 292A of the Compaies Act, 1956 ad as a measure of good Corporate Goverace with a view to provide assistace to the Board i fulfillig its oversight resposibilities, a Audit Committee of the Directors was costituted. Majority of the Members of the Committee are Idepedet Directors ad every Member has rich experiece i the fiacial sector. The Compay Secretary acts as Secretary to the Committee. Statutory Auditors, Iteral Auditors ad Seior Maagemet Persoel of the Compay also atted the meetigs by ivitatio. The recommedatios of the Audit Committee are placed before the Board for its cosideratio ad approval. The Audit Committee comprises of the followig Directors: Chairperso: Idepedet Director omiated by Audit Committee members. Members: Mr. Vijay K. Thadai, Mr. Suredra Sigh ad Ms. Madhabi Puri Buch*. *Ms. Madhabi Puri Buch was iducted as member of the Audit Committee w.e.f. April 10,

6 Corporate Goverace Report (Cotd.) Fuctios ad Terms of Referece The terms of referece of Audit Committee are as per Listig Agreemet with the Stock Exchages read with Sectio 292A of the Compaies Act, 1956 ad icludes such other fuctios as may be assiged to it by the Board from time to time. The mai fuctios of the Audit Committee, iter-alia, iclude: Supervisio of the Compay s fiacial reportig process ad the disclosure of its fiacial iformatio to esure that the fiacial statemet is correct, sufficiet ad credible; Maagemet Discussio ad Aalysis of fiacial coditio ad results of operatios; Recommedig the appoitmet, re-appoitmet ad termiatio of Statutory Auditors, fixatio of audit fee ad approval of paymet for ay other services; Reviewig the aual fiacial statemets with the CFO ad the Maagemet before submissio to the Board for approval, with particular referece to: Matters required to be icluded i the Directors Resposibility Statemet formig part of the Directors Report i terms of clause (2AA) of Sectio 217 of the Compaies Act, 1956; Chages, if ay, i accoutig policies ad practices ad ratioale for the same; Sigificat chages, if ay, i the fiacial statemets arisig out of audit fidigs; Compliace with listig ad other legal requiremets relatig to fiacial statemets; Disclosure of ay related party trasactios; ad Draft Auditors Report icludig qualificatios/ observatios, if ay. Reviewig with the Maagemet, the quarterly fiacial statemets before submissio to the Board for approval; Reviewig with the Maagemet, performace of statutory ad iteral auditors, the adequacy of iteral cotrol systems; Reviewig the iteral audit fuctio, icludig the structure of the Iteral Audit Orgaizatio, staffig ad seiority of the official headig the departmet, reportig structure coverage ad frequecy of iteral audit; Discussios with Iteral Auditors, o ay sigificat fidigs ad follow up thereo; Reviewig the fidigs of ay Iteral Audit Report by the Iteral Auditors ito matters cocerig fraud or irregularity or a failure of iteral cotrol systems of a material ature ad reportig the matter to the Board; Discussios with Statutory Auditors, before the audit commeces, about the ature ad scope of the audit as well as havig post-audit discussios to ascertai ay area of cocer; Reviewig the Compay s fiacial ad risk maagemet policies; ad To look ito substatial defaults, if ay, i the paymet to the Shareholders (i case of opaymet of declared divideds), debetureholders ad creditors. The particulars of the meetigs atteded by the Members of the Audit Committee ad the dates of the meetigs held durig the fiacial year are give below: Name of Members* No. of Meetigs durig the Fiacial Year Held Atteded Mr. Vijay K. Thadai 4 4 Mr. Suredra Sigh 4 4 Ms. Madhabi Puri Buch (w.e.f. April 10, 2012) 4 4 Date of Meetigs May 8, 2012 July 24, 2012 October 19, 2012 Jauary 17, 2013 *Mr. Subroto Bhattacharya ceased to be member of the Audit Committee w.e.f July 2, Ms. Madhabi Puri Buch chaired the Audit Committee Meetig held o May 8, 2012 for approval of Aual Accouts for the fiacial year eded o March 31, 2012 ad she atteded the Aual Geeral Meetig of the Compay held o July 2, Compesatio / Remueratio Committee The Compesatio / Remueratio Committee of the Compay is costituted to evaluate ad recommed remueratio ad beefits for the Executive Directors, to frame policies ad systems for Employees Stock Optio Plas ad to formulate ad admiister the Compay s Employees Stock Optio Plas from time to time. Further, the Compesatio / Remueratio Committee also acts as Nomiatio Committee for iductio of ew Directors o the Board of the Compay. 39

7 Corporate Goverace Report (Cotd.) The remueratio policy of the Compay is aimed to reward performace, based o review of achievemets o a regular basis. The Compesatio / Remueratio Committee has bee costituted by the Board ad it comprises of the followig Idepedet Directors: Chairma: Mr. Suredra Sigh Members: Mr. Sajay Khosla ad Ms. Madhabi Puri Buch* *Ms. Madhabi Puri Buch was iducted as member of Compesatio / Remueratio Committee w.e.f. April 10, Fuctios ad Terms of Referece The broad terms of referece of the Compesatio/ Remueratio Committee of the Compay are as follows: To istitute ad guide global employees compesatio ad beefit policies; To appraise of the performace of the Executive Directors; To determie ad recommed to the Board, compesatio payable to Executive Directors; To formulate ad admiister the Compay s Employees Stock Optio Plas from time to time; To make recommedatio for omiatio of ew Directors o the Board; ad To review the stregth, structure, size ad compositio of the Board ad such other matter related to appoitmet of director. The particulars of the meetigs atteded by the Members of the Compesatio / Remueratio Committee ad the dates of the meetigs held durig the fiacial year are give below: Name of Members* No. of Meetigs durig the Fiacial Year Held Atteded Date of Meetigs Mr. Suredra Sigh 2 2 May 8, 2012 Mr. Sajay Khosla 2 0 July 2, 2012 Ms. Madhabi Puri Buch (w.e.f. April 10, 2012) 2 2 *Mr. Subroto Bhattacharya ceased to be member of Compesatio / Remueratio Committee w.e.f July 2, Remueratio Policy The Compesatio/Remueratio Committee has the powers to determie ad recommed to the Board the amout of remueratio, icludig performaceliked bous ad perquisites, payable to the Maagig Director ad Whole-time Directors. The recommedatios of the Committee are based o the evaluatio of the performace of Maagig Director ad Whole-time Directors o certai parameters, as laid dow by the Board as part of the evaluatio process ad Compay s Rules/Policies. I terms of the guidelies, the Compay esures that the remueratio payable to Maagig Director ad Whole-time Directors by way of salary icludig other allowaces ad moetary value of perquisites should be withi the overall limit as specified uder the Compaies Act, 1956 ad approved by the Shareholders. Remueratio to Executive Directors Details of Remueratio paid/payable to Maagig Director ad Whole-time Directors (Executive Directors) for the fiacial year Name of Executive Directors Salary (i Rs.) Perquisites ad Allowaces (i Rs.) Cotributio to Providet Fud, Superauatio Fud or Auity Fud (i Rs.) Total (i Rs.) Mr. Rajedra S Pawar 2,169,000 2,738,018 1,232,258 6,139,276 Mr. Vijay K Thadai 3,612,000 4,035,742 2,051,836 9,699,578 Mr. P. Rajedra 2,514,000 2,401,422 1,390,449 6,305,871 Notes: 1. Service Cotract of Executive Directors : Util cessatio i service 2. Notice period : Six moths uless otherwise agreed by the Board 3. Severace fee : Noe uless otherwise agreed by the Board Remueratio to No-Executive Directors The No- Executive Directors play a importat role i the Goverace of the Compay ad i advisig the Board i critical domais like fiace, marketig, remueratio, plaig ad legal matters. No-Executive Directors do ot have ay pecuiary relatioship or trasactios with the Compay, its Promoters, its Directors, its Seior Maagemet, its subsidiary compaies ad associate compaies, except the remueratio paid to No-Executive Directors by way of commissio (based o the et profits of the Compay ad withi the limits approved by the Shareholders) ad sittig fees (for attedig the meetigs of the Board, Audit Committee ad Compesatio/ Remueratio Committee). 40

8 Corporate Goverace Report (Cotd.) Remueratio i the form of aual commissio is paid to all No-Executive Directors ad i additio, based o their cotributio of time for Board meetigs ad Committee meetigs, sittig fees is also paid to them. Further, based o the performace of the Compay, Stock optios had also bee grated to them. Details of Remueratio paid/payable to No- Executive Directors for the fiacial year ad shares held by them i the Compay are give below: Name of No- Executive Directors Commissio (i Rs.) Sittig Fees (i Rs.) No. of shares held i the Compay Mr. Suredra Sigh 8,50,000 1,80,000 NIL Mr. Sajay Khosla 6,50,000 40,000 56,250 Ms. Madhabi Puri Buch 8,50,000 1,80,000 NIL No Stock Optios were grated to No-Executive Directors uder ESOP 2005 durig the fiacial year eded March 31, Disclosures regardig re-appoitmet of Directors The resume of the Directors who are retirig by rotatio, beig eligible ad proposed to be re-appoited, is provided i the Notice to the Aual Geeral Meetig. Employees Stock Optio Plas The remueratio policy is directed towards rewardig performace of the employees of the Compay. It is aimed at attractig ad retaiig high caliber talet. The stock optio pla, iter-alia, authorizes the Compay to grat stock optios i pursuit of these goals. Details of optios grated uder NIIT Employee Stock Optio Scheme The details of the optios grated uder NIIT Employee Stock Optio Scheme, 2005 (ESOP-2005) is provided i the Directors Report. Shareholders /Ivestors Grievaces Committee The Shareholders /Ivestors Grievaces Committee was costituted to esure that all commitmet to Shareholders ad Ivestors are met ad thus stregthe their relatioship with the Compay. The compositio of the Shareholders /Ivestors Grievaces Committee is as below: Chairma: Mr. Suredra Sigh Members: Mr. Vijay K Thadai ad Mr. P Rajedra Fuctios ad Terms of Referece The fuctioig ad broad terms of referece of the Shareholders /Ivestors Grievaces Committee of the Compay is as uder: To review the redressal of complaits received from Shareholders ad Ivestors. To review the importat circulars issued by SEBI/ stock exchages. To review chages i the shareholdig patter. To take ote of the compliace of Corporate Goverace durig the quarter/year. The particulars of the meetigs atteded by the Members of the Shareholders /Ivestors Grievaces Committee ad the dates of the meetigs held durig the fiacial year are give below: Name of Members No. of Meetigs durig the fiacial year Date of Meetigs Held Atteded Mr. Suredra Sigh 4 4 May 8,2012 Mr. Vijay K Thadai 4 4 July 24,2012 October 19,2012 Mr. P Rajedra 4 4 Jauary 17,2013 Mr. Rajesh Arora, Compay Secretary is the Compliace Officer of the Compay. Durig the fiacial year , the Compay has received request/queries/complaits from various Shareholders/Ivestors relatig to o-receipt of declared divided/ bous shares/aual Report, chage of bak accout details, trasfer of shares/ dematerializatio, etc. The same were addressed ad resolved to the satisfactio of the Shareholders/ Ivestors. The break-up of the letters received from the Shareholders/Ivestors are provided i Shareholders Iformatio sectio at the ed of this Report. As o March 31, 2013, o request / query / complait was pedig for redressal. Other Committees of the Board of Directors Apart from above Committees, the Board has costituted the followig Committees of the Directors for efficiet ad quick decisio-makig o the affairs of the Compay: a) The Operatios Committee which approves the opeig/closig of bak accouts, modificatio i operatio of bak accouts, grat of power of attorey/authorisatio, etc. 41

9 Corporate Goverace Report (Cotd.) b) The Share Allotmet Committee, which approves allotmet, split, cosolidatio, rematerialisatio ad issue of ew ad duplicate shares. c) The Debeture Allotmet Committee which approves the matters related to issue ad allotmet of Debetures ad matters related thereto. d) The Borrowig Committee which approves the borrowig upto prescribed limit o behalf of the Compay. CODE OF CONDUCT NIIT s Board has laid dow a Code of Coduct for all Board Members ad Seior Maagemet Persoel of the Compay. The Code of Coduct is available o the Compay s website All Board Members ad Seior Maagemet Persoel have affirmed compliace with the Code of Coduct durig the fiacial year A declaratio siged by the Chief Executive Officer (CEO) to this effect is aexed to this report. CEO AND CFO CERTIFICATION I terms of Clause 49 (V) of the Listig Agreemet, Certificate issued by Chief Executive Officer ad Chief Fiacial Officer cofirmig that the fiacial statemet presets the true ad fair view of the Compay s affairs ad are i compliace with existig accoutig stadards, iteral cotrol ad disclosures, is aexed to this report. SUBSIDIARY COMPANIES Clause 49 of the Listig Agreemet defies a material olisted Idia subsidiary as a ulisted subsidiary compay, icorporated i Idia, whose turover or et worth (i.e. paid up capital ad free reserves) exceeds 20 percet of the cosolidated turover or et worth respectively, of the listed holdig compay ad its subsidiary compaies i the immediately precedig accoutig year. As per this provisio, the Compay does ot have a material olisted Idia subsidiary compay. GENERAL MEETINGS Details of the last three Aual Geeral Meetigs (AGM) ad the Special Resolutios passed there at are give as follows: Fiacial Year July 2, :00 A.M. Date & Time Locatio Special Resolutio(s) Mapple Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi No Special Resolutio passed i the AGM July 1, A.M July 9, A.M. Parklad Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi Parklad Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi Re-appoitmet of Mr. Rajedra S. Pawar as Maagig Director of the Compay. Paymet of Commissio to No- Executive Directors of the Compay. Note: No Extra-ordiary Geeral Meetig was held durig the last three years. Postal Ballot Durig the precedig fiacial year, o resolutio was passed through postal ballot ad presetly o resolutio has bee proposed to be passed through postal ballot. DISCLOSURES a) Related Party Trasactios There is o Related Party Trasactio that may have potetial coflict with the iterest of the Compay at large. The Compay s major Related Party Trasactios are geerally with its subsidiary ad associate compaies. The Related Party Trasactios are etered ito based o the cosideratios of various busiess exigecies ad Compay s log term strategy. All the trasactios etered durig the fiacial year with Related Parties were o arms legth basis ad the same are reported uder Notes to the Fiacial Statemets. All trasactios covered uder Related Party Trasactios are regularly / periodically ratified ad / or approved by the Board / Audit Committee. For details please refer Note No. 36 of the Aual Accouts of the Compay. b) Compliace The Compay has complied with the requiremets of the Stock Exchages, SEBI ad Statutory Authorities o all matters related to the capital market durig the last three years. There are o pealties or strictures imposed o the Compay by Stock Exchages or SEBI or ay Statutory Authority(ies) relatig to the above. c) Risk Maagemet The Compay has laid dow procedures to iform the Board Members about the risk assessmet ad miimizatio procedures. The olie risk maagemet system is itroduced through which all the desigated officials submit quarterly reports 42

10 Corporate Goverace Report (Cotd.) which are reviewed periodically to esure effective risk maagemet. d) Proceeds from the public issue/right issue/ preferetial issues etc. There was o fresh public issue/right issue/ preferetial issues etc. durig the fiacial year e) Remueratio of No- Executive Directors The Compay has defied its criteria of makig paymet of remueratio to its No-Executive Directors. The details are stated i the sectio Remueratio Policy of the report. f) Maagemet Discussio ad Aalysis There is a separate part o Maagemet Discussio ad Aalysis i the Aual Report. g) Iter-se relatioships betwee Directors There is o iter-se relatioship betwee Directors of the Compay. COMPLIANCE OF THE REQUIREMENT OF CLAUSE 49 OF THE LISTING AGREEMENT A. Madatory Requiremets The Compay has complied with all the applicable madatory requiremets of Clause 49 of the Listig Agreemet with the Stock Exchages. B. No-madatory Requiremets The Compay has adopted followig o madatory requiremets of Clause 49 of the Listig Agreemet: 1) Remueratio Committee: The Compay has setup a Remueratio Committee, details of which has bee give earlier i this report. 2) Shareholders Rights: The Compay seds fiacial statemets alog with Directors report ad Auditors report to all the Shareholders every year. 3) Traiig of Board Members: Board Members participate i relevat cofereces ad idustry forums as part of their traiig. 4) Mechaism for evaluatig No-Executive Board Members: The key parameters are cotributios to the strategy for growth of the Compay, settig directios for improvemet i goverace ad participatig i the relevat meetigs o a regular basis. 5) Whistle Blower Policy: The culture of opeess with easy access to the Seior Maagemet provides a eviromet for easy ad free exchage of ideas ad issues faced by people i the Compay. A formal whistle blower policy is ot i place. Employees may report to the Maagemet cocers about uethical behavior, actual or suspected fraud or violatio of the Compay s Code of Coduct. C. Code for prevetio of Isider -Tradig Practices I compliace with the SEBI s regulatios o prevetio of isider tradig, the Compay has istituted a comprehesive Code of Coduct for its Promoters, Directors ad Desigated Employees. The Code lays dow guidelies, which advises them o procedures to be followed ad disclosures to be made, while dealig with shares of NIIT ad cautioig them of the cosequeces of violatios. D. Accoutig Treatmet i preparatio of fiacial statemets The Compay has followed the professioal prooucemet of ICAI ad accoutig stadards as otified uder Sectio 211(3C) of the Compaies Act, 1956 ad as per the Compaies (Accoutig Stadard) Rules, 2006, i the preparatio of fiacial statemets of the Compay ad there has bee o deviatio from the aforesaid accoutig stadard/prooucemet. E. Statutory Compliace The Compay has a system i place whereby all busiess heads/ uit heads provide Compliace Certificates to the Board of Directors through the Compliace Officer of the Compay relatig to compliace of laws, rules, regulatios ad guidelies applicable to their areas of operatio. The Compay takes appropriate steps after cosultig iterally ad if ecessary, with idepedet legal cousels to esure that the busiess operatios are ot i cotravetio of ay laws. The Compay takes all measures to register ad protect Itellectual Property Rights icludig tradeames / service marks / trademarks / patets / copyrights etc., belogig to the Compay. F. Corporate Goverace - Volutary Guidelies 2009 The Miistry of Corporate Affairs has issued the Corporate Goverace -Volutary Guidelies 2009, for volutary adoptio by the Corporate Sector 43

11 Corporate Goverace Report (Cotd.) for further improvemet of corporate goverace stadards ad practices. These Guidelies iteds to provide corporate sector a framework to gover themselves volutarily as per the highest stadards of ethical ad resposible coduct of busiess. I this referece, the Compay has authorized Compesatio/ Remueratio Committee to determie ad set the criteria for iductio of ew directors o the Board of the Compay, review the stregth, structure, size ad compositio of the Board ad such other matter related to appoitmet of Directors. The other clauses of the said volutary guidelies are beig reviewed by the maagemet ad are beig implemeted i a phased maer. MEANS OF COMMUNICATION a. The quarterly/half yearly/aual results durig the year were published i the atioal Eglish ad Hidi Newspapers ad displayed o the website of the Compay ad official ews releases, fiacial results, cosolidated ews releases, cosolidated fiacial highlights ad presetatios etc. are also displayed at the Compay s website. b. Durig the fiacial year , the Compay published its fiacial results i the followig ewspapers: Fiacial Results Newspapers Date of publicatio Audited fiacial results for the quarter/year eded March 31, 2012 Uaudited fiacial results for the quarter eded Jue 30, 2012 Uaudited fiacial results for the quarter eded September 30, 2012 Uaudited fiacial results for the quarter eded December 31, 2012 Fiacial Express (Eglish) Jasatta (Hidi) Fiacial Express (Eglish) Jasatta (Hidi) Fiacial Express (Eglish) Jasatta (Hidi) Fiacial Express (Eglish) Jasatta (Hidi) May 10, 2012 July 26, 2012 October 20, 2012 Jauary 19, 2013 c. The Compay had quarterly Ivestors telecofereces ad press cofereces o May 9, 2012, July 25, 2012, October 19, 2012 ad Jauary 18, 2013 for the Ivestors of the Compay immediately after the declaratio of quarterly / aual results. I additio, a Aual Ivestor Meet (for istitutioal ivestors) was also orgaized i Mumbai o May 10, d. The maagemet perspective, busiess review ad fiacial highlights are part of the Aual Report. e. The quarterly distributio of shareholdig is also displayed o the Compay s website. GREEN INITIATIVE IN THE CORPORATE GOVERNANCE BY MINISTRY OF CORPORATE AFFAIRS The Miistry of Corporate Affairs ( MCA ) has take a Gree Iitiative i the Corporate Goverace by allowig paperless compliaces by compaies ad had issued circulars o April 21, 2011 ad April 29, 2011 statig that the service of official documets by a compay to its members ca be made through electroic mode. Cosiderig the move take by the MCA as a welcome step, the Compay had set the Aual Report for the fiacial year i electroic form to the IDs made available to the Compay by the depositories ad/or Members. All official documets icludig Aual Report of the Compay, circulated to the Members of the Compay through electroic mode, were made available o the Compay s website i.e. fiacials.aspx. This year also, the Compay will sed the Aual Report icludig various otices/documets like Notices of Geeral Meetigs, Audited Fiacial Statemets, Auditor s Report, Directors Report, ad Fiacial Results i electroic mode. The members are requested to provide their IDs with their depositary participats i case shares are held i electroic mode to esure that the Aual Reports ad other documets reach them at their preferred IDs ad where the shares are held i physical form, please get their IDs updated i the records of the Compay SHAREHOLDERS INFORMATION a. Compay Registratio Details The Compay is registered i the Natioal Capital Territory of Delhi. The Corporate Idetity Number (CIN) allotted to the Compay by the MCA is L74899DL1981PLC b. Aual Geeral Meetig Date : Moday, July 1, 2013 Time : 10:00 A.M. 44

12 Corporate Goverace Report (Cotd.) Veue : Mapple Exotica, Khasra No. 123 Chattarpur Madir Road, Satbari, New Delhi Book Closure Dates: Jue 22, 2013 to July 1, 2013 (both days iclusive) c. Fiacial Year : April 1 to March 31 Fiacial Caledar (tetative ad subject to chage): Fiacial reportig for the first quarter edig Jue 30, 2013 Fiacial reportig for the secod quarter edig September 30, 2013 Fiacial reportig for the third quarter edig December 31, 2013 Fiacial reportig for the year edig March 31, 2014 Aual Geeral Meetig for the year edig March 31, 2014 By August 14, 2013 By November 14, 2013 By February 14, 2014 By May 30, 2014 By September 30, 2014 d. Divided The Board of Directors has recommeded a divided of Rs per equity share of Rs. 2 each, subject to approval of the Shareholders at the esuig Aual Geeral Meetig. The divided shall be paid to the Shareholders withi 30 days from the date of approval at the Aual Geeral Meetig ad as per the provisios of the Compaies Act, The divided, if declared, would be paid to such shareholders whose ames appear i the Register of Members as o July 1, 2013, holdig shares i physical form. I respect of shares held i electroic mode, the divided will be paid o the basis of list of beeficial owers as furished by Natioal Securities Depository Limited (NSDL) ad Cetral Depository Services (Idia) Limited (CDSL) as at the ed of the busiess hours o Jue 21, e. Furishig updated bak accout particulars with Compay / Depository Participat for facilitatig electroic paymets SEBI vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 had madated the compaies to use ay of the RBI approved electroic mode of paymet such as ECS (Local ECS / Regioal ECS / Natioal ECS), NEFT, RTGS etc. for distributio of divideds ad other cash beefits to ivestors. The Circular also madated the compaies or their Registrar & Share Trasfer Agets (RTA) to maitai bak details of ivestors. I case the securities are held i demat mode, the compaies or their RTA shall seek relevat bak details from depositories ad i case the securities are held i physical mode, the compaies or their RTA shall take ecessary steps to maitai updated bak details at their ed. I view of above, the Compay s RTA has set letters to various depository participats seekig updated bak details of the ivestors of the Compay. The ivestors are also requested to esure that correct ad updated particulars of their bak accout are available with their respective depository participats ad the Compay / its RTA. This would facilitate the Compay for makig paymets through electroic mode. f. Uclaimed / Upaid Divided All uclaimed/upaid divideds due for the fiacial year eded up to March 31, 2005 have bee trasferred to the Ivestor Educatio ad Protectio Fud (IEPF) of the Cetral Govermet pursuat to Sectio 205A of the Compaies Act, The Shareholders are requested to apply for revalidatio/issue of demad drafts for the divided for the fiacial year edig March 31, 2006 o or before September 16, 2013 after which ay upaid divided amout for the fiacial year will be trasferred to IEPF by the Compay ad o claim shall lie agaist the Compay or IEPF after the said trasfer. g. Uclaimed Shares As per SEBI Circular CIR/CFD/DIL/10/2010 dated December 16, 2010 read with Clause 5A of the Listig Agreemet, the Compay has opeed Uclaimed Suspese Accout i.e. - Uclaimed Suspese Accout with Alakit Assigmets Limited ad the uclaimed shares lyig with the Compay have bee dematerialized ad credited to - Uclaimed Suspese Accout. The details of uclaimed shares of the Compay for the year eded March 31, 2013 are as uder: 45

13 Corporate Goverace Report (Cotd.) S. No. Particulars No. of Shareholders No. of Shares k. Details of last three Aual Geeral Meetigs ad Book Closure dates: i Aggregate umber of shareholders ad the outstadig shares trasferred to Uclaimed Suspese Accout durig the year ii Number of shareholders who approached for trasfer of shares from Uclaimed Suspese Accout durig the year iii. Number of shareholders to whom shares were trasferred from Uclaimed Suspese Accout durig the year vi. Aggregate umber of shareholders ad the outstadig shares lyig i Uclaimed Suspese Accout at the ed of the year , ,438 h. Nomiatio Facility The Compaies (Amedmet) Act, 1999, has provided for a omiatio facility to the Shareholders of the Compay. The Compay is pleased to offer the facility of omiatio to Shareholders ad Shareholders may avail this facility by sedig the duly completed Form 2B to the Registered Office of the Compay/ Registrar ad Trasfer Aget of the Compay i case the shareholdig is i physical form. The shareholders ca obtai a copy of Form 2B from the Registered Office of the Compay or ca dowload it from the website of the Compay at I case of demat holdigs the request may be submitted to the Depository Participat. i. Listig of Equity Shares ad Debetures The Equity Shares of the Compay are listed at the Natioal Stock Exchage of Idia Limited (NSE), Mumbai ad Bombay Stock Exchage Limited (BSE), Mumbai. The listig fees for the fiacial year have bee paid to the Stock Exchages. The Debetures issued by the Compay o private placemet basis are listed at the NSE. The listig fees for the fiacial year have bee paid to NSE. j. Compliace Certificate of the Auditors Certificate obtaied from the Statutory Auditors of the Compay, cofirmig compliace with the coditios of Corporate Goverace as stipulated i Clause 49 of the Listig Agreemet, is aexed to this Report. Aual Geeral Date whe held Meetig Book Closure (both days iclusive) 29th AGM Moday, July 2, 2012 Friday, Jue 22, 2012 to Moday, July 2, th AGM Friday, July 1, 2011 Friday, Jue 24, 2011 to Friday, July 1, th AGM Friday, July 9, 2010 Friday, July 2, 2010 to Friday, July 9, 2010 l. Stock Code Tradig symbol o the NSE : NIITLTD Tradig symbol o the BSE (Scrip Code) : NIIT (500304) ISIN No. of Equity Shares at NSDL/CDSL : INE 161A01038 m. Stock Market Data The mothly high ad low share prices ad market capitalizatio of Equity Shares of the Compay traded o BSE ad NSE from April 1, 2012 to March 31, 2013 ad the compariso of share prices of the Compay vis-à-vis the Sesex ad Nifty Idices are give below: Share price movemet durig the year April 1, 2012 to March 31, Moth Bombay Stock Exchage Sesex High Low Market Price Price Cap* (Rs.) (Rs.) (Rs M) Natioal Stock Exchage Nifty High Low Market Price Price Cap* (Rs.) (Rs.) (Rs M) Apr May Ju Jul Aug Sep Oct Nov Dec Ja Feb Mar * Market capitalizatio at closig price of the moth Source: BSE & NSE website Shareholdig Distributio as o March 31, 2013 Rage (No. of Shares) No. of Shareholders % to Total % Total No. of Shares Shareholders to Total Shares Up to , ,177, , ,158, , ,215, & above 1, ,544, TOTAL 82, ,095,

14 Corporate Goverace Report (Cotd.) No. of Shareholders Shareholdig Patter 9.32% 20.09% 33.06% 5.82% 0.44% 1.33% 12.46% 1.04% 10.29% 83.53% 22.63% Up to & above 84.52% Total No. of Shares 5.56% 3.73% 6.19% Up to & above Shareholdig Patter as o March 31, 2013 Category No. of shares held (face value of Rs. 2 each) Percetage of total shareholdig Promoters Holdig Idia Promoters 54,577, Foreig Promoters - - Total Promoters Holdig 54,577, Public Shareholdig Mutual Fuds ad UTI 20,568, Baks, Fiacial Istitutios & Isurace Compaies 723, Foreig Istitutioal Ivestors 33,168, NRI/Foreig Idividuals 1,714, Private Corporate Bodies & Trust 16,981, Idia Public 37,360, Total Public Shareholdig 110,517, Grad Total 165,095, Promoters Pvt. Corp. Bodies & Trust Idia Public NRI/FI Mutual Fuds & UTI Baks & Fiacial Istitutios Foreig Istitutioal Ivestors. Details of requests/queries/complaits received ad resolved durig the fiacial year Nature of Quary Request/queries received Complaits Received Resolved U-resolved Chage of address Chage of bak details Correctio i divided warrat & issue DD Divided ot received Legal matter, shares i legal dispute No receipt of aual report/otice No receipt of share certificate lodged for trasfer Others Request for aual report Request for bous shares Request for duplicate share certificates Request for share holdig details SEBI/stock exchage Share certificates lodged for trasfer Shareholdig details requested TOTAL There was o request/query/complait pedig at the begiig of the year. Durig the fiacial year, the Compay atteded most of the Shareholders / Ivestors requests / queries / complaits withi 15 days from the date of receipt. The exceptios have bee for cases costraied by procedural issue or disputes / legal impedimets etc. There is o request/query/complait pedig at the ed of the fiacial year. o. Outstadig GDRs/ADRs/Warrats or ay Covertible istrumets, coversio date ad likely impact o equity As o date there are o outstadig warrats / bods/ other istrumets (except Stock Optios 47