NIIT Limited BOARD OF DIRECTORS. Corporate Governance Report

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. It 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. The fabric of Corporate Goverace i the Compay is wove with trasparecy, idepedece ad commitmet for creatig wealth for its shareholders. BOARD OF DIRECTORS Compositio Your Compay is maaged ad guided by a professioal Board comprisig seve Directors of which four are Idepedet Directors, costitutig more tha half of the Board s total stregth. 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. 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. Compositio of the Board ad their Director Idetificatio Number (DIN) Name of the Director ad Desigatio Category DIN Mr. Rajedra S. Pawar (Chairma ad Maagig Director) Promoter Mr. Vijay K. Thadai (Chief Executive Officer & Whole-time Director) Promoter Mr. P. Rajedra (Chief Operatig Officer & Whole-time Director) Executive Director Mr. Subroto Bhattacharya (Director) Idepedet Director Mr. Suredra Sigh (Director) Idepedet Director Mr. Sajay Khosla (Director) Idepedet Director Ms. Madhabi Puri Buch (Additioal Director) Idepedet Director Note: No Director is related to ay other Director o the Board i terms of the defiitio of relative give uder the Compaies Act, A brief profile ad role of each of the Directors is give below: Mr. Rajedra S. Pawar Desigatio: Chairma ad Maagig Director Profile: Mr. Pawar is the Chairma ad co-fouder of NIIT. A distiguished alumus of the Idia Istitute of Techology Delhi, he is kow for promotig idustryacademia alliaces ad has bee workig closely with the coutry s well-kow educatioal istitutios. A established thought leader i the idustry, Mr. Pawar is the curret Chairma of the idustry body Natioal 29

2 Corporate Goverace Report (Cotd.) Associatio of Software ad Service Compaies (NASSCOM). 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. Ackowledgig his cotributio to the IT idustry i Idia, Mr. Pawar has bee awarded the coutry s prestigious civilia hoour, Padma Bhusha by the Presidet of Idia i Mr. Pawar is a member o the Prime Miister s Natioal Coucil o Skill Developmet; has served o the PM s Natioal Taskforce commissioed to develop Idia ito a IT Superpower; is a advisor to the Huma provice of Chia; ad was a member of PIAC (Presidetial Iteratioal Advisory Coucil) of the Govermet of South Africa for IT. He is actively ivolved i Idia s key Chambers of Commerce ad has led several ICT idustry iitiatives, givig voice to the sector s aspiratios ad goals. He is curretly a member of the Iteratioal Busiess Coucil of the World Ecoomic Forum. Recogisig his pioeerig ad etrepreeurial work i the educatio ad software sectors, Global Busiess Itelligece firm, Erst & Youg coferred o Mr. Pawar its prestigious Master Etrepreeur of the Year Award i His cotributios to the IT idustry i Idia have also eared him the IT Ma of the Year award istituted by IT idustry joural, Dataquest. He serves o the Board of Goverors of Idia Istitute of Techology (IIT), Delhi, Idia School of Busiess, Idia Istitute of Maagemet, Bagalore ad the Scidia School. He is also a member of Plaig Commissio s task force o skill developmet. 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. Thadai is the CEO ad co-fouder of NIIT. As CEO of NIIT, Mr. Thadai has built a orgaisatio that is recogized for its iovative efforts of takig computer educatio to the masses. He has led the Compay s globalizatio effort sice 1991, takig NIIT flag to over 40 coutries. He metored NIIT s Strategic Alliace Programme that resulted i successful acquisitios of leadig techology ad traiig compaies to further stregthe NIIT s software solutios ad corporate solutios offerigs. Mr. Thadai has headed may Idustry Associatios ad Societies. He is the curret Chairma of CII Norther regio. He has served as Presidet of the Idia IT idustry associatio, MAIT, chaired the Idia Govermet s Committee o Natioal Iformatio Ifrastructure ad 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). He served as the Chairma of the IT Committee of the Cofederatio of Idia Idustry (CII) i USA, ad as the Chairma of CII Natioal Committee o Educatio. A distiguished alumus of the premier IIT Delhi, Mr. Thadai has lectured at prestigious istitutios icludig the Uiversity of Michiga Busiess School, the J L Kellogg Graduate School of Maagemet ad the Idia Istitutes of Maagemet (IIMs). 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 Skills 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, Elemet K Corporatio, Evolv Services Limited ad NIIT Istitute of Fiace Bakig ad Isurace Traiig Limited. Mr. P. Rajedra Desigatio: Chief Operatig Officer ad Whole-time Director Profile: Mr. P. Rajedra, Director & Chief Operatig Officer, joied the Compay i 1982 ad is part of the core team that has developed the orgaizatio ad brought it to its preset positio of iteratioal stadig. He is a alumus of IIT, Delhi. 30

3 Corporate Goverace Report (Cotd.) Mr. Rajedra leads the People iitiatives, Ifrastructure developmet & Techology services ad the Legal compliaces at NIIT. He facilitates the Compay s thrust with Govermets i may coutries for skills developmet i public private partership mode. A people perso ad a believer i leveragig Iformatio Techology for huma resources competitiveess ad iovatio, he has helped NIIT emerge as oe of the most excitig places to work, i the Idia IT Idustry. Uder his leadership, the Compay has received may awards i recogitio of its iovative HR practices, icludig Ao Hewitt s Best Employers i Idia ad Best Educatio Compay to Work with at Idia Educatio Awards Mr. Rajedra is actively associated with idustry associatios like CII ad FICCI. He is member of the Chairma of the Task force o ICT & Skills developmet i CII Africa Coucil ad Chairma of the CII Natioal Committee o Higher Educatio. He takes kee iterest i the area of deploymet of Iformatio & Commuicatio Techologies (ICT) for huma developmet ad creatio of ew jobs. Roles ad Resposibilities: Mr. Rajedra assists the CEO i the maagemet of 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. Subroto Bhattacharya Desigatio: Idepedet Director Profile: Mr. Subroto Bhattacharya is a Chartered Accoutat ad has over 34 years of experiece ad specializes i fiace ad maagemet cosultacy. He has bee part of the core team i several reputed orgaisatios. He was ivited to the Compay s Board as a Idepedet Director i Roles ad Resposibilities: Mr. Bhattacharya advises the Compay o fiacial ad maagemet issues ad is the Chairma of the Audit Committee ad the Compesatio/Remueratio Committee. Mr. Suredra Sigh Desigatio: Idepedet Director Profile: Mr. Suredra Sigh has served i the Cetral ad State Govermets as a IAS Officer. Startig his public service i 1959, Mr. Sigh has held positios like Special Secretary to the Prime Miister of 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. Sigh was ivited to the Compay 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 NIIT o iteral cotrols, audit systems, compesatio structure ad ivestor relatios. He chairs the Shareholders / Ivestors Grievaces Committee. Mr. Sajay Khosla Desigatio: Idepedet Director Profile: Mr. Sajay Khosla is curretly Presidet, Kraft Developig Markets ad resposible for the compay s almost US $14 billio busiess i over 60 coutries coverig Asia Pacific, Lati America, Cetral ad Easter Europe, Middle East ad Africa. This icludes 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 years career with Uilever, Mr. Khosla held seior positios i Idia, Europe ad the Uited Kigdom. Mr. Khosla is a alumus of the premier IIT, Delhi, ad has completed a Advaced Maagemet Programme from Harvard Uiversity. Mr. Khosla was ivited to the Compay 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. Ms. Madhabi Puri Buch Desigatio: Idepedet Director Profile: Ms. Madhabi Puri Buch has bee associated 31

4 Corporate Goverace Report (Cotd.) with the ICICI Group for over 15 years. She was the Maagig Director ad CEO of ICICI Securities Limited (ISEC) from February 2009 to April She spearheaded ISEC s iitiatives i Equity Capital Markets, Advisory Services, Istitutioal Equities ad Retail Equities icludig ICICIdirect.com. Withi ICICI Bak, she had looked after various busiesses icludig home loas, bods ad treasury solutios. She is the fouder of a trust Toofless Foudatio that udertakes a variety of iitiative for fudig 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. Board Meetigs The Board of Directors met 9 (Nie) times durig the fiacial year o the followig dates: Sr. No. Date of Meetigs Sr. No. Date of Meetigs 1 May 7, November 3, Jue 17, Jauary 21, July 21, February 28, August 13, March 25, October 22, 2010 The Compay holds at least four Board meetigs i a year, oe i each quarter to review the fiacial 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. The gap betwee two Board meetigs ever exceeds four moths. 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 compaies); Review of operatios (icludig subsidiary compaies); Strategic acquisitios of compaies ad critical assets; Strategic decisios relatig to ew vetures; Statutory matters; Review of compesatio to Directors; New alliaces; Review of miutes of Committee meetigs; Review of miutes of Board meetigs of the subsidiary compaies; Review of aual budgets, capital budgets ad updates; Review ad adoptio of accouts ad 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 the Compay, or substatial opaymet for goods/ services sold/redered by the Compay; Trasactios that ivolve substatial paymet towards goodwill, brad equity, or itellectual property; Ay sigificat developmet o the huma resources aspect; Sale of material ature, of ivestmets, subsidiaries, assets, which is ot i ormal course of busiess; Review 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 risk assessmet ad mitigatio procedures. 32

5 Corporate Goverace Report (Cotd.) Director s attedace ad their directorship & membership/chairmaship i other compaies The required iformatio as o March 31, 2011 as per Clause 49 of the Listig Agreemet with the Stock Exchages is provided i the followig table: Sr. Name of Director No. No. of Directorships i other Idia Compaies * No. of Membership (Chairmaship) i other Board Committees ** No. of Board Meetigs held durig the teure of Director Held Atteded Whether atteded last AGM 1 Mr. Rajedra S (1) 9 9 Yes Pawar 2 Mr. Vijay K. 7 4 (2) 9 7 Yes Thadai 3 Mr. P. Rajedra 8 3 (1) 9 9 Yes 4 Mr. Subroto 3 4 (2) 9 8 Yes Bhattacharya 5 Mr. Suredra 5 7 (2) 9 8 Yes Sigh 6 Mr. Sajay No Khosla 7 Ms. Madhabi Puri Buch*** NA * 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. *** Ms. Madhabi Puri Buch had participated i the meetig through telecoferece, wherever she could ot atted i perso. BOARD COMMITTEES I accordace with Clause 49 of the Listig Agreemet with Stock Exchages, the followig Committees are i operatio: I. Audit Committee II. Compesatio/Remueratio Committee III. Shareholders /Ivestors Grievaces Committee I. Audit Committee As a measure of good Corporate Goverace ad to provide assistace to the Board of Directors i fulfillig the Board s oversight resposibilities, a Audit Committee 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: Chairma : Mr. Subroto Bhattacharya Members : Mr. Vijay K. Thadai ad Mr. Suredra Sigh 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; 33

6 Corporate Goverace Report (Cotd.) 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 held durig the teure of Member Date of Meetigs Held Atteded Mr. Subroto Bhattacharya 4 4 May 7, 2010 Mr. Suredra Sigh 4 4 July 21, 2010 October 21, 2010 Mr. Vijay K Thadai* 3 3 Jauary 20, 2011 * Cosequet upo the resigatio of Mr. Shardul S Shroff, Mr. Vijay K Thadai was appoited as Member of Audit Committee w.e.f. May 7, II. 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 act as Nomiatio Committee for iductio of ew directors o the Board of the Compay. 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 followig Idepedet Directors: Chairma: Mr. Subroto Bhattacharya Members: Mr. Sajay Khosla ad Mr. Suredra Sigh 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; Appraisal 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 held durig the teure of Member Date of Meetigs Held Atteded Mr. Subroto Bhattacharya 2 2 May 7, 2010 Mr. Suredra Sigh 2 2 October 22, 2010 Mr. Sajay Khosla 2 1 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. Details of Remueratio paid/payable to Maagig Director ad Whole-time Directors for the fiacial year , are give below: 34

7 Corporate Goverace Report (Cotd.) Name of Directors Mr. Rajedra S. Pawar Mr. Vijay K. Thadai (Amout i Rs.) Mr. P. Rajedra Salary 4,038,000 6,720,000 4,680,000 Perquisites ad allowaces 4,231,515 6,599,399 4,104,443 Cotributio to Providet Fud, Superauatio Fud or Auity Fud 1,773,864 3,000,437 2,053,170 Total 10,043,379 16,319,836 10,837,613 Stock Optios uder ESOP-2005 Nil Nil Nil Notes: 1. Service cotract of the 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 Noe of the No-Executive Directors has ay material 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 upo the Policy for Remueratio of No-Executive Directors ad withi the limits approved by the shareholders) ad sittig fees (for attedig the meetigs of the Board/ Committees). Details of Remueratio paid/payable to No Executive Directors for the fiacial year ad other details are give below: (Amout i Rs.) Name of Directors Mr. Subroto Mr. Suredra Mr. Sajay Ms. Madhabi Bhattacharya Sigh Khosla Puri Buch Mr. Shardul S. Shroff * Commissio 800, , , ,753 70,959 Sittig Fees 240, ,000 20,000 40, No. of shares held i the Compay (i os.) - 56,250 56,250 - NA * Mr. Shardul S Shroff ceased to be Director of the Compay w.e.f. May 7, Details of outstadig Stock Optios grated to No Executive Directors uder ESOP 2005 are give below: Name Grat Name (date of grat) Mr. Sajay Khosla Mr. Subroto Mr. Suredra Ms. Madhabi Bhattacharya Sigh Puri Buch* No. of optios Grat IV 37,500 37,500 37,500 NA grated durig the year ** ( ) No. of optios Grat V 69,000 69,000 69,000 NA grated durig the year *** ( ) No. of optios grated durig the year NIL NIL NIL NIL NIL * Ms. Madhabi Puri Buch was appoited as a Additioal Director o November 3, ** All the optios vested after completio of oe year from the date of grat ad the same ca be exercised by the ed of three years from the date of vestig. *** Oe third of the optios vests after completio of each year from the date of grat ad the same ca be exercised by the ed of three years from the date of each vestig. Criteria for makig paymet to Idepedet Directors The Idepedet 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. Remueratio i the form of aual commissio is paid to all Idepedet Directors. I additio, based o their cotributio of time for Board meetigs ad Committee meetigs, a sittig fee is also paid. Further, based o the performace of the Compay, they become eligible for gettig stock optios of the Compay from time to time. Disclosures regardig appoitmet / re-appoitmet of Directors The resumes of the Director who is proposed to be appoited as a Director of the Compay ad those Directors who are retirig by rotatio ad beig eligible, proposed to be re-appoited are 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 detail of the optios grated uder NIIT Employee Stock Optio Scheme, 2005 (ESOP-2005) is provided i the Directors Report. III. 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: 35

8 Corporate Goverace Report (Cotd.) 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 are 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 held durig the teure of the Member Date of Meetigs Held Atteded Mr. Suredra Sigh 4 4 May 7, 2010 Mr. Vijay K. Thadai 4 4 July 21, 2010 October 21, 2010 Mr. P. Rajedra 4 4 Jauary 20, 2011 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 elsewhere i this Report. As o March 31, 2011, o request/query/ complait was pedig for redressal. Other Committees costituted by the Board 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. 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 preset 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 o-listed 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. Uder this defiitio, the Compay does ot have a material o-listed Idia subsidiary compay. 36

9 Corporate Goverace Report (Cotd.) GENERAL MEETINGS Details of the last three Aual Geeral Meetigs ad the Special Resolutios passed are give as follows: Fiacial Year July 9, A.M July 27, A.M July 28, A.M. Date & Time Locatio Special Resolutio(s) Parklad Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi FICCI Auditorium Tase Marg, New Delhi FICCI Auditorium Tase Marg, New Delhi Paymet of Commissio to No-Executive Directors of the Compay No Special Resolutio passed i the AGM No Special Resolutio passed i the AGM Note: No Extra-ordiary Geeral Meetig 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 otes 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. 21 of Schedule 20 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 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 else where i 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: a) Remueratio to the Whole-time Directors ad No Executive Directors: The Compay has defied its criteria of makig paymet of remueratio to its Executive ad No- Executive Directors. b) Shareholders Rights: The Compay seds fiacial statemets alog with Directors report ad Auditors report to all the shareholders every year. 37

10 Corporate Goverace Report (Cotd.) c) Traiig of Board Members: Board Members participate i relevat cofereces ad idustry forums as part of their traiig. d) 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. e) Whistleblower 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 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 icharges gives a Compliace Certificate 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, from idepedet legal cousels 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, 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 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 autho rized 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 will be implemeted i 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, presetatios etc. are also displayed at the Compay s website. b. The Compay had quarterly Ivestors telecofereces ad press cofereces o May 7, 2010, July 21, 2010, October 22, 2010 ad Jauary 21, 2011 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, c. The maagemet perspective, busiess review ad fiacial highlights are part of the Aual Report. d. The quarterly distributio of shareholdig is also displayed o the Compay s website. 38

11 Corporate Goverace Report (Cotd.) e. 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 eded March 31, 2010 Uaudited fiacial results for the quarter eded Jue 30, 2010 Uaudited fiacial results for the quarter eded September 30, 2010 Uaudited fiacial results for the quarter eded December 31, 2010 Fiacial Express Eglish Jasatta Hidi Fiacial Express Eglish Jasatta Hidi Fiacial Express Eglish Jasatta Hidi Fiacial Express Eglish Jasatta Hidi May 8, 2010 July 22, 2010 October 23, 2010 Jauary 22, 2011 GREEN INITIATIVE IN THE CORPORATE GOVERNANCE BY THE 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 has issued circulars o April 21, 2011 ad April 29, 2011 statig that the service of officials documets by a compay to its members ca be made through electroic mode. Cosiderig the move take by the MCA as a welcome step for the society at large, the Compay heceforth proposes to sed various otices/documets like Notices of Geeral Meetigs, Audited Fiacial Statemets, Auditor s Report, Directors Report, Fiacial Results etc. i electroic form to the IDs made available to the Compay by the depositories ad/or Members. All the officials documets icludig Aual Report of the Compay, circulated to the Members of the Compay through electroic mode, will be made available o the Compay s website i.e. We request you to update your IDs with your depositary participats i case shares are held i electroic mode to esure that the Aual Reports ad other documets reach you at your preferred IDs ad where the shares are held i physical form, please get your 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 Miistry of Corporate Affairs (MCA) is L74899DL1981PLC b. Aual Geeral Meetig Date : Friday, July 1, 2011 Time : 10:00 A.M. Veue : Parklad Exotica, Khasra No. 123, Chattarpur Madir Road, Satbari, New Delhi Book Closure Dates: Jue 24, 2011 to July 1, 2011 (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, 2011 Fiacial reportig for the secod quarter edig September 30, 2011 Fiacial reportig for the third quarter edig December 31, 2011 Fiacial reportig for the year edig March 31, 2012 Aual Geeral Meetig for the year edig March 31, 2012 By 14 th August, 2011 By 14 th November, 2011 By 14 th February, 2012 By 30 th May, 2012 By 31 st August, 2012 d. Divided I view of our cofidece i the future, the Board of Directors have 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, 2011, 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 23, e. Register ECS Madate ad furish correct bak accout particulars with Compay / Depository Participat Ivestors should provide a ECS madate to the Compay i case of shares held i physical form ad esure that the correct ad updated particulars of their bak accout are available with the Compay ad with the Depository Participat (DP) i case of shares held i demat form. This would 39

12 Corporate Goverace Report (Cotd.) facilitate i receivig direct credits of divideds, refuds etc., from the Compay ad avoidig postal delays ad loss i trasit. f. Uclaimed/Upaid Divided All uclaimed/upaid divided due for the fiacial year eded upto September 30, 2002 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 October 1, 2002 to March 31, 2004 o or before August 25, 2011 after which ay upaid divided amout for the fiacial year will be trasferred by the Compay to IEPF ad o claim shall lie agaist the Compay or IEPF after the said trasfer. The shareholders are also requested to apply for revalidatio / issue of demad drafts for the uclaimed / upaid amout agaist sale proceeds of fractioal shares, which was payable o accout of demerger scheme. Such request for revalidatio / issue of demad draft shall be sed to the Compay o or before October 12, 2011, after which ay uclaimed / upaid amout agaist sale proceeds of such fractioal shares will be trasferred by the Compay to IEPF ad o claim shall lie agaist the Compay or IEPF after the said trasfer. g. Uclaimed shares As madated uder the Clause 5A of the Listig Agreemet, the Compay is required to trasfer the uclaimed shares i the Demat Suspese Accout to be opeed with a Depository Participat. I accordace with the process specified i said Clause 5A, the Compay set first remider otice to all those shareholders whose shares are uclaimed. h. Nomiatio Facility TThe 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 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 the 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. k. Details of last three Aual Geeral Meetigs ad Book Closure dates: Aual Geeral Meetig Date whe held Book Closure (both days iclusive) 27 th AGM Friday, July 9, 2010 Friday, July 2, 2010 to Friday, July 9, th AGM Moday, July 27, 2009 Tuesday, July 21, 2009 to Moday, July 27, th AGM Moday, July 28, 2008 Tuesday, July 22, 2008 to Moday, July 28, 2008 l. Stock Code Tradig symbol o the NSE : NIITLTD Tradig symbol o the BSE : 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, 2010 to March 31, 2011 ad the compariso of share prices of the Compay vis-à-vis the Sesex ad Nifty Idices are give below: 40

13 Corporate Goverace Report (Cotd.) Share price movemet durig the year April 01, 2010 to March 31, 2011 Moth Sesex Bombay Stock Exchage High Price (Rs.) Low Price (Rs.) Market Cap* (Rs M) Nifty Natioal Stock Exchage High Price (Rs.) Low Price (Rs.) Market Cap* (Rs M) Apr , ,515 May , ,153 Ju , ,690 Jul , ,028 Aug , ,004 Sep , ,004 Oct , ,855 Nov , ,923 Dec , ,014 Ja , ,956 Feb , ,164 Mar , ,699 * Market capitalizatio at closig price of the moth Source: BSE & NSE website. Shareholdig Distributio as o March 31, 2011 Rage (No. of Shares) No. of Shareholders % to Total Shareholders Total No. of Shares % to Total Shares Up to , ,717, , ,402, , ,552, & above ,423, TOTAL 84, ,095, Shareholdig Patter as o March 31, 2011 Category No. of shares held (face value of Rs. 2 each) Percetage of total shareholdig Promoters Holdig Idia Promoters 56,072, Foreig Promoters - - Total Promoters Holdig 56,072, Public Shareholdig Mutual Fuds ad UTI 16,160, Baks, Fiacial Istitutios & Isurace Compaies 727, Foreig Istitutioal Ivestors 47,129, Private Corporate Bodies & Trust 14,863, Idia Public 28,688, NRI/Foreig Idividuals 1,454, Total Public Shareholdig 109,022, Grad Total 165,095,

14 Corporate Goverace Report (Cotd.). Details of requests/queries/complaits received ad resolved durig the fiacial year : Nature Request / queries received Complaits Resolved Uresolved Chage of address Chage of Bak details Correctio i divided warrat No Receipt of Aual Report No receipt of Divided No Receipt of share certificates lodged for trasmissio/ Bous/ Split Requests for Aual Report Requests for Bous/Split share certificates Requests for shareholdig details Request for Duplicate shares SEBI/Stock Exchage letters Share certificates lodged for trasfer Others( o classified i above) 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 7 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 grated uder NIIT ESOP 2005, the details of which are give i Directors Report) which are covertible ito equity shares. p. Dematerialisatio of Shares ad Liquidity The shares of the Compay are compulsorily traded i dematerialised form. The Compay has arragemets with both the Natioal Securities Depositories Limited (NSDL) ad Cetral Depository Services (Idia) Limited (CDSL) to establish electroic coectivity of its shares for scripless tradig. As o March 31, 2011, percet of the shares of the Compay were held i a dematerialised form. q. Cosolidate multiple folios Ivestors should cosolidate their shareholdig held i multiple folios. This would facilitate oestop trackig of all corporate beefits o the shares ad would reduce time ad efforts required to moitor multiple folios. r. Liquidity of Shares The shares of the Compay are traded electroically o the NSE ad BSE. The Compay s shares cotiued to be part of BSE- 500 Idex of BSE. s. Share Trasfer System The Compay has appoited a commo Registrar for the physical share trasfer ad dematerialisatio of shares. The shares lodged for physical trasfer/ trasmissio/ traspositio are registered ormally withi a period of fortight, if the documets are complete i all respects. For this purpose, the Share Trasfer Committee meets as ofte as required. Durig the fiacial year uder review, the Committee met 25 times. Adequate care is take to esure that o trasfers are pedig for more tha a fortight. Requests for demat/remat were cofirmed mostly withi a fortight. The Compay obtais from a Compay Secretary i Practice half-yearly certificates of compliace with the share trasfer formalities as required uder Clause 47(c) of the Listig Agreemet with Stock Exchages ad files a copy of the certificate with the Stock Exchages. t. Permaet Accout Number for trasfer of shares i physical form SEBI vide its Circular dated May 20, 2009 has stated that for securities market trasactios ad off-market trasactios ivolvig trasfer of shares i physical form of listed compaies, it shall be madatory for the trasferee(s) to furish copy of PAN card to the Compay s RTA for registratio of such trasfer of shares. Accordigly, shareholders are requested to please furish copy of PAN card to the Compay s RTA for registratio of trasfer of shares i their ame. u. Compliace Officer Mr. Rajesh Arora, Compay Secretary is the Compliace Officer of the Compay. v. Desigated exclusive -id : The Compay has desigated a -id ivestors@iit.com exclusively for shareholders ad ivestors servicig. 42