ITC INFOTECH INDIA LIMITED

Transcription

1 REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2017 st FINANCIAL RESULTS sstststst Consolidated(*) ` (crores) Standalone ` (crores) Year Ended March 31, t t ss t ss t t t sts t t t sss t t ss sts t t t ts t t s t ts s 5 s t s t ts t s st t s st t t s s t BUSINESS REVIEW t s st s st t sts ts st s s ttst s s s tt s s st s st t s ts t ts t t ss t st t t ts t tt s sss ss t t ss t s t t ts t stts t ts s s t t t t tt t t s s st ts ts s s sss st ts stt st t s s t t s tt ts t t s t s t t s t s s s t t t t tt s t t s tt ss t t s ts s s stt ts ts s t s s ts t s t t tt tt sttt ts t t t t t s t s t s t t t t s tt t s tt t s tt t t ts sss t t s st t s ` 554 s s ` 55 s t t st t ` 5 s s ` s s stt t s s t t s ts t t t stt tt t t st ts t t t t s stt t st st t t ts sst t t t s st s s t s t t t sts s t t s t ts t tt sst ts sss t t st t s t s t st st t t t t s t sts s ss s t t st t st t ts ss sts s s t st t t ss s st t s s s t sts ss t s s s t s t st ts s st ts s t t ts ssss s t tts st t t s t sts s ssss s s tt t s stt t t t t t s stt t t st s t t t st t st t 5 s ts t ts t t t tts t t s t t t t ts stts t s s s t s t t tt t t tt tt st t t tt t ts t tt tt t t tt st ts st sss t t s t ss t WHOLLY OWNED SUBSIDIARY COMPANIES st t sst t t t s t t th t h ss th th t sss th tts th s t sh st sss t ss h t sttts h sss th t t h ss th t th t th th h ttt t th st ts th sttts th s sss th s tth t th ttts th h hhhts th sss th th tt t th th th s st t th t s s t t s th th 5 s h h 55 shs t t 45 s 5 th s 44 t t s t t t ss DIRECTORS AND KEY MANAGERIAL PERSONNEL Changes in Directors and Key Managerial Personnel during the year Th s h th st th ts th s th th t t hs ss tht h st th th th t th s th st t hs t s st s ts s t th ss h hs t s t t th th t th t t tt hs th th s th tt hh s 44 s t t th s th t th st t th s t 4 th s t t t hs s tht h ts th t s t 4 th t s tt t ts s 4 th s s th ts s th t th s th hs tt s t t tht h s t th t th t t th t hs th tt s h hs hs st t t s t th t Retirement by Rotation th th ss t 5 th s t th t ts 445 th ts sst th sh 44 t tt t th s t s hs t Declaration of Independence s t 4 th t ts h th t ts tht th t th t s t 4 th t s tt t ts s 4 BOARD COMMITTEES Audit Committee Th t tt ss T s h th tt htt s s th tt Th t th h ts t th tt Th t 54

2 ss s th t t th tt ts h th th 24 th st ts tt h tt T htt 2 Nomination and Remuneration Committee Th t t tt ss s h th tt htt s s th tt ts h th 2 2 th 2 2 st 2 ts tt h tt 2 htt 2 2 Corporate Social Responsibility Committee Th t sst tt ss s h th tt htt s s th tt Th t th h ts t th tt Th t ss s th t t th tt ts h th 2 2 th 2 th h 2 ts tt h tt 2 htt 2 ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS s t th t st th t t tt th t th ttts ts s t 4 th t 5 th s tt t ts s 24 st t ts t th tt st th t ts th t ts th th th th t ts tsts T t th th t t tt s ts th th t ts th th th th t ts t t tt th th ts h t t tt t t BOARD EVALUATION th th t t ts tht th ts t th tts s ts t 4 th t Th t th th ts hs s th t th t t tt ts t th tts th st tt h th th th t ts t th t h th th th t ts th h th h th ts th REMUNERATION POLICY Th t th ts s t th s th s s s t ths t RISK MANAGEMENT s s t s s t stss t th s t sss th th t ss ss ts t ts s s s t th stt th t ss sts th th t t ss th t t th s th Th t t tt T t th s th t ts s t s s ts hh t tt s h s t sss t stth th th t t tt th sst t s ts th s s h t s ssst t t th t t s s t th ts t th t ts t hst h t t t s t t th t tt th tss th s s t ssts s Th t tt ts th tss s t ssts s ss t th INTERNAL FINANCIAL CONTROLS Your Com hs ut tr otros th rr to th sttmts ommsurt th ts s s o ortos Th tr utors ut th u o suh tr otros Th ut Commtt ros u o tr otros rs tr ut s surs tht th tr ut rommtos r mmt ur th r ur r o rort mtr ss th s or orto o th tr otros th Com s osr othss our Com ross tht tr otro rmor o mttr ho s hs hrt mttos Thror rur ut r rosss sur tht suh sstms r ror o oo ss CORPORATE SOCIAL RESPONSIBILITY (CSR) Th u ort o C tts o th Com trms o to 4o r th to 5 o th t th Coms Corort o sost o us 24 s os s ur 2 to ths ort OTHER INFORMATION I. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION II. III. IV. o th tur o tts tht r rr o our Com rturs s rur ur to 4m o th t r th u o Coms outs us 24 or osrto o r thoo sorto rst r ot to our Com Your Com sotr souto ror rurs mm r osumto r our hs m to sur th otm us o r ur th r ur r our Com hs sur t r o st r rsut s trs 2 o tr 225 uts o r 54 u mtr ss s Your Com otus to r r rom th r o TC mt rt hr th or so rt s to th tt r FOREIGN EXCHANGE EARNINGS AND OUTGO Th or h rs o our Com ur th r r ` hs rous r ` 5 hs h th outos r ` 5 hs rous r ` 4 hs PARTICULARS OF EMPLOYEES Th rturs o mos trms o u 52 o Coms otmt murto o r rso us 24 r ro ur to ths ort EXTRACT OF ANNUAL RETURN s rur ur to 4 r th to 2 o th t th trt o u tur orm T s ro ur 4 to ths ort V. BOARD MEETINGS HELD DURING THE FINANCIAL YEAR VI. VII. o o mts h ur th r 4 2 th r 2 24 th uust 2 th omr 2 o o mts tt h rtor r Y C shr r Chttr (4) r umr 4 r o (2) s o 4 r To (4) th rur 2 r Chttr 4 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS ur th r ur r our Com hs ot os urts or m stmt ur to o th t PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES ur th r ur r our Com hs ot tr to otrts or rrmts th rt rts s s rrr to to o th t otrts or rrmts hh r ot o rms th ss Th ts orm C2 o mtr trsto(s) tr to th Com th ts rt rt(s) r ro ur 5 to ths ort or ths uros trsto th rt rt s osr mtr th trsto(s) to tr to u or t tothr th rous trstos ur r s o th ru rom ortos o th Com s r ts tst ut sttmts or `5 hs hhr s or 55

3 DIRECTORS RESPONSIBILITY STATEMENT s rur ur to 4()() r th to 4(5) o th t our rtors orm h () oo th rrto o th ttmts or th r st rh 2 th out strs o th ror to rt to mtr rturs () st suh out os thm osstt m umts stmts tht r rso rut so s to tru r o th stt o rs o th Com t th o th r o th rot o th Com or tht ro () t ror sut r or th mt o ut out rors or th th rosos o th t or sur th ssts o our Com or rt tt ru othr rrurts () rr th ttmts or th r st rh 2 o o or ss () s ror sstms to sur om th th rosos o s suh sstms r ut ort t ORDERS OF REGULATORS/COURTS/TRIBUNALS Thr r o st mtr orrs ss th rutors or ourts or trus mt th o or sttus th Coms utur ortos AUDITORS (a) Statutory Auditors Th Coms utors s oo s Chrtr outts ho rtr t th su u r t omt thr tur trms o to (2) o th t Your or o rtors o th rommto o th ut Commtt hs romm or th ro o th mrs th otmt o s ott ss s rm strto umr () s ttutor utors o th Com or ro o 5 () rs to ho o rom th ouso o th 2 st u r t ut th ouso o th 2 th u r t sut to rtto o thr otmt t r u r t Th or trms ITC INFOTECH INDIA LIMITED o to 42 o th t o th rommto o th ut Commtt hs so romm or th ro o th mrs th rmurto to to out th ut o th to ttmts Cosot ttmts or th r 2 t Cost ttr rom hs r to th t tht thr otmt s ttutor utors o th Com ot t th su u r t ou or to th trms otos rsr ur to o th Coms t 2 us thrur (b) Secretarial Auditor Your Com ot s ushth ssots Com rtrs to out th srtr ut o th Com or th r st rh 2 Th rort o s ushth ssots trms o to 24 o th t s ro ur ur to ths ort DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Th Com hs ro tor tors su hrssmt t th or th th rosos o th u rssmt o om t or (rto rohto rss) t 2 th us thrur th Com hs tr Comts Commtt or rort out ur to th omts r o hrssmts t th or ur th r ur r o omt s r th Com th sm s stt rort t th ACKNOWLEDGEMENTS Your rtors th th ustomrs ors or thr otu suort Your rtors o ror thr rto o th t otruto m mos t s thr ustt suort hr or sort oorto h On behalf of the Board t 5 th 2 str r ous hru o ot S. Rajagopalan S. Sivakumar rtor Chrm ANNEXURE 1 TO THE REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2017 Remuneration Policy t s TC oths tht th ut o tt s sour o uu omtt t h ts murto trt s s to ttrt rt hh ut tt ustr hh th r or tt o ts t s mrt tht TC oth ots murto o tht s otmorr ot uu s tr omot o th ror um sour trt o th Com so tht t s th rors th mo u roosto o suror ut o or or romt mor or utur oortuts to r ro murto rts r s so s to h mo th TC oths surort o o h u rto to oru t u srtos th Coms so TC oths rmurto rts otu to hor o th rs o rss ut osst r o srmto POLICY t s th Coms o To sur tht ts murto rts suort our mrtor 2 To sur tht murto s mrt ts to out th omtt ott o th usss To r murto s t strumt to h rorm thror to rmurto to oth u ot rorm outoms 4 To ot omrhs roh to murto orr to suort suror ut o rso or mr so s to uous short trm th o trm rorts 5 To s murto rts suh tht th ror th Coms us utur rts orsto tht s mor o Cho Remuneration of Key Managerial Personnel murto o r rso s trm romm th omto murto Commtt ro th or murto o th rtor hotm rtor r s so sut to th ro o th mmrs 2 murto s r rs ro h suh rso s rrt th mrt rt rom mts o rmurto ts r rso r so or r rorm ous hh s to thr u rorm th or rorm o th Com 4 murto o r rso ho m o utto rom th o Com susrs o susrs ssot oms trms o th murto o o tht om Remuneration of Independent Directors t rtors r tt to stt s or tt mts o th or or Commtts th utum o hh s trm th or th th mts rsr ur th Coms t 2 th us thrur Th Com so rs th ss o th t rtors or tt mts o th or or Commtts trms o th rts o ssoto o th Com Remuneration of employees other than Key Managerial Personnel murto o or mt s trm romm th omto murto Commtt ro th or murto o othr rso s ro rsos Commtt s uthors ur th Corort or o o th Com 2 murto s r rs ro h suh rso s rrt th mrt Th utum o rso s to mrt trs th omtt ott o th usss s s th tr ror o th u mo r oss or th rorm rt o th u mo th or rorm o th Com 4 murto o mos st ostos r torm to sut thr uu s ss 5 murto o rso ho m o utto rom th o Comsusrso susrsssot oms trms o th murto o o tht om 5

4 ANNEXURE 2 TO THE REPORT OF BOARD OF DIRECTORS st March, 2017 [Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014] r out o th Coms C o u or o rots or rorms roos to urt rr to th to th C o rots or rorms ITC INFOTECH INDIA LIMITED TC oth mt (TC oth) ho o susr o TC mt (TC) shr ts orort so rsost ts th th Corort o sost (C) o o TC Th Com urt C tts s st hu o th Coms t 2 (t) urt C tts throuh rstr trust or rstr sot or om stsh ur sto o th t TC otrut to th Corus o rstr trust or rstr sot or om stsh ur sto o th t TC hr () suh trust sot om s rt us or urt C tts or () hr th orus s rt us or uros rt rt to sut or hu o th t oort th TC or urt C tts htttothomottuos2orortso rsosto 2 Comosto o th C Commtt r umr (Chrm) r Chttr r o r t rots o th Com or st thr ` 554 hs rs 4 rsr C tur (to rt o th mout ` hs stt ur o) 5 ts o C st ur th r () Tot mout to st or r () mout ust ` 2 hs () r hh th mout st ur th r s t o () (2) () (4) (5) () () () C rot tor hh th rots or rorms mout out mout set o Cumute mout o or tt rot s or () o r or (uet) roet the roets or eeture spet ret t other or rorms rorms upto the or throuh se (2) e the tte u hes report pero mpemet e strt here () ret roets or rorms s uerte eeture o roets or rorms (2) erhes Cotruto to the Corpus o TC ur eeopmet Trust ert rur eeopmet proets oere uer Cuse () o heue to the Compes t 2 ` 2 hs ` 2 hs ` 2 hs mpemet e TC ur eeopmet Trust ot The C Commttee o the or hs orme tht the mpemetto motor o the C o s ompe th C oetes o o the Comp S. Sivakumar S. Rajagopalan te 5 th 2 Chrm C Commttee retor 5

5 ANNEXURE 3 TO THE REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31 ST MARCH 2017 Information pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 Top ten employees in terms of remuneration drawn. Name Age Designation Gross Remuneration ` Net Remuneration ` (Years) Date of of Employment Previous Employment/ Position held KUMAR VISHAL # 46 Executive Vice President B.E Jan03 PSI Data Systems Ltd. Sales & Marketing Manager PLIESKE HORSTWIHELM ## 57 Vice President Business Development M.B.A. 29 3Aug15 L&T Infotech EVP and Head Dach RAJAGOPALAN SUSHMA 53 Managing Director and Chief Executive Ofcer M.B.A. 32 1Aug14 LiquidHub Inc. Global Partner SAXENA SANDEEP ## 35 General Manager Business Development M.B.A. 15 6Jun14 Hexaware Technologies New BD PERIVIER MARC ## 48 Senior Manager Business Development M.Fin Apr12 PTC Business Development Manager THIBAULT NICOLAS ## 53 Lead Process Consultant M.B.A Aug15 Intersport France Business Unit Manager GHARPURE RAVINDRA ## 43 General Manager Business Development M.E. 18 1Dec14 NIIT technologies BV Director BD PLEIJSIER EDWARD ## 53 General Manager Business Development BSHTS 26 1Oct15 L&T Infotech Netherlands Area Director GHOSH ANIRBAN # 34 Account Manager M.B.A Jan12 ABOVE Solutions India Pvt. Ltd. Senior Sales BATRA RAKESH ### 53 Chief Financial Ofcer B.COM(H), FCA 35 1Sep06 ` 1,02,00,000/or more per annum NIL ` 8,50,000/ or more per month Name Age Designation / Nature of Duties Gross Remuneration ` Net Remuneration ` (Years) Date of of Employment Previous Employment/ Position held YERRUMREDDY BINDU #### 41 Vice President Business Development PGDCA 20 17Jan07 GE Healthcare Project Manager Notes : 1. # On secondment to a foreign branch; foreign salary converted into Indian rupees at the average of the month end inter bank exchange rate. 2. ## Employed directly by a foreign branch; M/s. Plieske HorstWihelm, Thibault Nicolas, Gharpure Ravindra and Pleijsier Edward separated from the Company during the year. 3. ### On deputation from ITC Ltd, the holding company; remuneration borne by the Company as per the terms of deputation of his services. 4. Remuneration includes salary, performance effectiveness pay,allowances,incentives,severance pay,other benets/applicable perquisites except contribution to the approved Pension under the dened benet scheme and Gratutity Funds and provisions for leave encashment which are actuarially determined on an overall Company basis. The term remuneration has the meaning assigned to it under the Companies Act, Net Remuneration comprises cash income less (a) income tax, surcharge (as applicable) & education cess deducted at source and (b) managers own contribution to provident fund. 6. #### Separated from the Company during the year. 7. Some of the employees listed above have been granted Stock Options by ITC Ltd., the holding company, under its Employee Stock Option Schemes, at market price [within the meaning of the Securities and Exchange Board of India (Share Based Employee Benets) Regulations, Since such options are not tradeable, no perquisite or benet is immediately conferred upon the employee by such grant of Options, and accordingly the said grant has not been considered as remuneration. 8. All appointments are / were contractual in accordance with terms & conditions as per Company's rules. 9. None of the above employees is a relative of any Director of the Company. On behalf of the Board New Delhi, 5 th May, 2017 S. Rajagopalan S. Sivakumar Managing Director Vice Chairman 58

6 ANNEXURE 4 TO THE REPORT OF BOARD OF DIRECTORS FORM MGT 9 EXTRACT OF ANNUAL RETURN st March, 2017 [Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 I. REGISTRATION AND OTHER DETAILS: i) CIN : U65991WB1996PLC ii) Registration Date : 16 th February, 1996 iii) Name of the Company : ITC Infotech India Limited iv) Category / SubCategory of the Company : Public Company / Limited by shares v) Address of the Registered ofce and contact details : Virginia House 37 Jawahar Lal Nehru Road, Kolkata , West Bengal, India Phone: secretarial.i3litcinfotech.com vi) Whether listed company Yes / No : No vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : N.A II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 or more of the total turnover of the company: Sl. No. Name and Description of main products / services NIC Code of the Product / service to total turnover of the company 1. Computer programming, consultancy and related activities III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No NAME AND ADDRESS OF THE COMPANY CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE 1. ITC Limited Virginia House 37 J. L. Nehru Road, Kolkata ITC Infotech (USA), Inc. 12 Route, 17 North, Suite 303, Paramus, New Jersey 07652, United States of America 3. ITC Infotech Limited, UK Norfolk House, 118 Saxon Gate West, Milton Keynes, MK9 2 DN, United Kingdom 4. Indivate Inc., USA 820, Bear Tavern Road, West Trenton, New Jersey 08628, United States of America L16005WB 1910PLC IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category wise Share holding of shares held Applicable Section Holding (46) NA Subsidiary (87)(ii) NA Subsidiary (87)(ii) NA Subsidiary ITC Infotech (USA), Inc. holds the entire Share Capital 2(87)(ii)(a) No. of Shares held at the beginning of the year No. of Shares held at the end of the year Change Category of Shareholders of Total of Total during the Demat Physical Total Demat Physical Total Shares Shares year A. Promoters (1) Indian a) Individual/HUF N.A b) Central Govt N.A c) State Govt (s) N.A d) Bodies Corp. 8,52,00,000 8,52,00, ,52,00,000 8,52,00, Nil e) Banks / FI N.A N.A f) Any Other. N.A N.A Subtotal (A)(1): 8,52,00,000 8,52,00, ,52,00,000 8,52,00, Nil (2) Foreign a) NRIs Individuals N.A b) Other Individuals N.A c) Bodies Corp. N.A d) Banks / FI N.A e) Any Other. N.A Subtotal (A)(2): N.A Total shareholding of Promoter (A) = (A)(1)+(A)(2) 8,52,00,000 8,52,00, ,52,00,000 8,52,00, Nil 59

7 No. of Shares held at the beginning of the year No. of Shares held at the end of the year Change Category of Shareholders of Total of Total during the Demat Physical Total Demat Physical Total Shares Shares year B. Public Shareholding 1. Institutions a) Mutual Funds N.A b) Banks / FI N.A c) Central Govt N.A d) State Govt(s) N.A e) Venture Capital Funds N.A f) Insurance Companies N.A g) FIIs N.A h) Foreign Venture Capital Funds N.A i) Others (specify) N.A Subtotal (B)(1): N.A 2. Non Institutions NOT APPLICABLE a) Bodies Corp i) Indian ii) Overseas N.A N.A b) Individuals i) Individual shareholders holding nominal share capital upto ` 1 lakh ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh N.A N.A. c) Others (specify) N.A Subtotal (B)(2): N.A Total Public Shareholding (B)=(B)(1)+(B)(2) N.A C. Shares held by Custodian for GDRs & ADRs N.A Grand Total (A+B+C) 8,52,00,000 8,52,00, ,52,00,000 8,52,00, Nil (ii) Shareholding of Promoters Sl. No. Shareholder s Name Shareholding at the beginning of the year No. of Shares of total Shares of the company of Shares Pledged / encumbered to total shares Shareholding at the end of the year No. of Shares of total Shares of the company of Shares Pledged / encumbered to total shares change in shareholding during the year 1 ITC Limited 8,52,00, Nil 8,52,00, Nil Nil (iii) Change in Promoters Shareholding Sl. No. Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares of total shares of the company No. of shares of total shares of the company At the beginning of the year Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc. No change during the year At the end of the year (iv) (v) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Not applicable Shareholding of Directors and Key Managerial Personnel: None of the Directors and Key Managerial Personnel hold any share in the Company. 60

8 V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment NIL VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole time Directors and/or Manager: Amount in (` lakhs) Sl. No. Particulars of Remuneration Sushma Rajagopalan Managing Director & CEO (Refer Note) 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, 1961 (c) Prots in lieu of salary under section 17(3) Incometax Act, Stock Option 3. Sweat Equity 4. Commission as of prot others, specify 5. Others, please specify Total (A) Ceiling as per the Act (5 of the net prots of the Company computed in accordance with Section of the Companies Act, 2013) Note: Has been granted Stock Options by ITC Limited, the holding company, at market price [within the meaning of the SEBI (Share Based Employee Benets) Regulations, 2014 under the ITC Employee Stock Option Schemes. B. Remuneration to other directors: Amount in (` lakhs) Sl. no. Particulars of Remuneration Name of Director Partho Chatterjee Ranjit G Jacob Total Amount 1. Independent Directors Fee for attending board / committee meetings Commission Others, please specify 2.35 NIL NIL 1.45 NIL NIL 3.80 NIL NIL Total (1) Other NonExecutive Directors Fee for attending board / committee meetings Commission Others, please specify NIL NIL NIL Total (2) NIL NIL NIL Total (B)=(1+2) Total Managerial Remuneration (A+B) Overall Ceiling as per the Act (11 of the net prots of the Company computed in accordance with Section of the Companies Act, 2013) C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD Amount in (` lakhs) Key Managerial Personnel Sl. Particulars of Remuneration Rakesh Batra Sanjay V Shah No. Total (Chief Financial Ofcer) (Company Secretary) 1. Gross salary (a) Salary as per provisions contained in section 17(1) of the Incometax Act, 1961 (b) Value of perquisites u/s 17(2) Incometax Act, (c) Prots in lieu of salary under section 17(3) Incometax Act, Stock Option 3. Sweat Equity 4. Commission as of prot others, specify 5. Others, please specify Total Notes: 1. On deputation from ITC Ltd, the holding company; remuneration borne by the Company as per the terms of deputation of services. 2. Have been granted Stock Options by ITC Limited, the holding company, at market price [within the meaning of the SEBI (Share Based Employee Benets) Regulations, 2014 under the ITC Employee Stock Option Schemes. VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Company / Directors / Other Ofcers in Default under the Companies Act, 2013 None On behalf of the Board S. Rajagopalan S. Sivakumar Dated : 5 th May, 2017 Managing Director Vice Chairman 61

9 ANNEXURE 5 TO THE REPORT OF BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2017 FORM AOC 2 [Pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014] Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain arm s length transactions under third proviso thereto 1. Details of contracts or arrangements or transactions not at arm s length basis: None 2. Details of material contracts or arrangement or transactions at arm s length basis a) Name(s) of the related party and nature of relationship ITC Limited (Holding Company) b) Nature of contracts / arrangements / transactions Sale of IT Services c) Duration of the contracts / arrangements / transactions Continuing d) Salient terms of the contracts or arrangements or transactions including the Provision of IT Services value, if any Pricing based on arm s length margin Monthly invoicing; payment upon receipt of invoice Value of transactions during the year ` 13,002 Lakhs e) Date(s) of approval by the Board, if any N.A f) Amount paid as advances, if any Nil a) Name(s) of the related party and nature of relationship ITC Infotech Limited, UK (Subsidiary) b) Nature of contracts / arrangements / transactions Sale of IT Services c) Duration of the contracts / arrangements / transactions Continuing d) Salient terms of the contracts or arrangements or transactions including the Subcontracting of execution and management of customer contracts value, if any Pricing based on arm s length margin Periodic invoicing; payment within 90 days Value of transactions during the year ` 11,545 Lakhs e) Date(s) of approval by the Board, if any N.A f) Amount paid as advances, if any Nil a) Name(s) of the related party and nature of relationship ITC Infotech (USA), Inc. (Subsidiary) b) Nature of contracts / arrangements / transactions Sale of IT Services c) Duration of the contracts / arrangements / transactions Continuing d) Salient terms of the contracts or arrangements or transactions including the Subcontracting of execution and management of customer contracts value, if any Pricing based on arm s length margin Periodic invoicing; payment within 90 days Value of transactions during the year ` 18,777 Lakhs e) Date(s) of approval by the Board, if any N.A f) Amount paid as advances, if any Nil a) Name(s) of the related party and nature of relationship Russell Credit Limited (Russell), Fellow Subsidiary b) Nature of contracts / arrangements / transactions Unsecured InterCorporate Loan of ` 10,000 lakhs from Russell c) Duration of the contracts / arrangements / transactions Not exceeding one year commencing from the date of rst disbursement of the loan. d) Salient terms of the contracts or arrangements or transactions including the value, if any Simple Interest payable at 9.5 per annum e) Date(s) of approval by the Board, if any 7 th December, 2015 (Audit Committee) f) Amount paid as advances, if any Nil The Company may from time to time repay the loan in part or in full and may again borrow depending on business requirements provided that the total amount of loan outstanding at any point of time shall not exceed ` 10,000 lakhs On behalf of the Board S. Rajagopalan S. Sivakumar Dated : 5 th May, 2017 Managing Director Vice Chairman 62

10 ANNEXURE 6 TO THE REPORT OF BOARD OF DIRECTORS Form No. MR3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2017 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, ITC Infotech India Limited Virginia House, 37, J L Nehru Road Kolkata700071, West Bengal India We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ITC Infotech India Limited ( the Company ) for the nancial year ended 31 st March, Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verication of the Company s books, papers, minute books, forms and returns led and other records maintained by the Company and also the information provided by the Company and its ofcers during the conduct of secretarial audit, we hereby report that in our opinion and to the best of our understanding, the Company has, during the audit period covering the nancial year ended 31 st March, 2017, complied with the statutory provisions listed hereunder and also that the Company has adequate Boardprocesses and compliancemechanisms in place to the extent, in the manner and subject to the reporting made hereinafter. We have examined the books, papers, minute books, forms and returns led and other records maintained by the Company for the nancial year ended 31 st March, 2017, according to the applicable provisions of: a. The Companies Act, 2013 and the Rules made thereunder, and b. Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder. We have also examined forms and returns led and other records maintained by the Company for the nancial year ended 31 st March, 2017 according to the applicable provisions of: a. Software Technology Park of India (STPI) and the Rules made thereunder; b. Employees Provident Fund and Miscellaneous Provisions Act, 1952; c. Income Tax Act, 1961; d. Payment of Bonus Act, 1965; e. Service Tax Rules, 1994; f. Provisions of State National and Festival Holidays Act; g. Payment of Gratuity Act, 1972; h. Payment of Wages Act, 1936; i. Maternity Benet Act, 1961; j. Child Labour (Prohibition and Regulation) Act, 1986; k. The Minimum Wages Act, 1948; l. The Contract Labour (Regulation & Abolition) Act, 1970; m. Shops & Establishment Act, 1961, and n. Employee s State Insurance Act, We have also examined compliance with the applicable clauses of Secretarial Standards issued by The Institute of Company Secretaries of India. On the basis of the audit as referred above and to the best of our knowledge, understanding and belief, we are of the view that during the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Standards, etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. There has been no change in the composition of the Board of Directors of the Company during the period under review. Notices were given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in compliance with the provisions of the Companies Act, 2013, the Rules made thereunder and the Secretarial Standards and an appropriate system exists for seeking and obtaining further information and clarications on the agenda items before the meeting and for meaningful participation at the meeting. We further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certicate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this Report. For K Dushyantha & Associates Company Secretaries in Practice K. Dushyantha Kumar CP No.: 6003 FCS No.: 6662 Date: 5 th May, 2017 Place: Bengaluru 63

11 Annexure A To, The Members, ITC Infotech India Limited Virginia House, 37, J L Nehru Road Kolkata700071, West Bengal India Our Secretarial Audit Report for the nancial year ended 31 st March, 2017, of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verication was done on test basis to ensure that correct facts are reected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion. 3. We have not veried the correctness and appropriateness of nancial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verication of procedures on test basis. 6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efcacy or effectiveness with which the management has conducted the affairs of the Company. For K Dushyantha & Associates Company Secretaries in Practice K. Dushyantha Kumar C.P.No.: 6003 FCS No.:6662 Date: 5 th May, 2017 Place: Bengaluru 64

12 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ITC INFOTECH INDIA LIMITED Report on the Indian Accounting Standards (Ind AS) Financial Statements 1. We have audited the accompanying Ind AS nancial statements of ITC Infotech India Limited (the Company), which comprise the Balance Sheet as at March 31, 2017, the Statement of Prot and Loss (including Other Comprehensive Income), the Cash Flow Statement, the Statement of Changes in Equity for the year then ended and a summary of the signicant accounting policies and other explanatory information. Management s Responsibility for the Ind AS Financial Statements 2. The Company s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these Ind AS nancial statements to give a true and fair view of the nancial position, nancial performance (including other comprehensive income), cash ows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specied in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility 3. Our responsibility is to express an opinion on these Ind AS nancial statements based on our audit. 4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 5. We conducted our audit of the Ind AS nancial statements in accordance with the Standards on Auditing specied under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS nancial statements are free from material misstatement. 6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS nancial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Ind AS nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal nancial control relevant to the Company s preparation of the Ind AS nancial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the Ind AS nancial statements. 7. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion on the Ind AS nancial statements. Opinion 8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, its prot (including other comprehensive income), its cash ows and the changes in equity for the year ended on that date. Other Matter 9. The nancial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these Ind AS nancial statements, are based on the previously issued statutory nancial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unqualied opinion dated April 27, 2016 and April 30, 2015 respectively. The adjustments to those nancial statements arising on transition to Ind AS have been audited by us. Our opinion is not qualied in respect of this matter. Report on Other Legal and Regulatory Requirements 10. As required by the Companies (Auditor s Report) Order, 2016, issued by the Central Government of India in terms of subsection (11) of section 143 of the Act (the Order), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specied in paragraphs 3 and 4 of the Order. 11. As required by Section 143 (3) of the Act, we report that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. (c) The Balance Sheet, the Statement of Prot and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account. (d) In our opinion, the aforesaid Ind AS nancial statements comply with the Indian Accounting Standards specied under Section 133 of the Act. (e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualied as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act. (f) With respect to the adequacy of the internal nancial controls over nancial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A. (g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us: i. The Company has disclosed the impact of pending litigations as at March 31, 2017 on its nancial position in its Ind AS nancial statements Refer Note 20 (b). ii. The Company has longterm contracts as at March 31, 2017 for which there were no material foreseeable losses. The Company did not have any longterm derivative contracts as at March 31, iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, iv. The disclosure requirement as envisaged in Notication G.S.R 308(E) dated March 30, 2017 is not applicable to the Company Refer Note 29. For Lovelock & Lewes Firm Registration Number: E Chartered Accountants Avijit Mukerji Place: New Delhi Partner Date: May 05, 2017 Membership Number:

13 Annexure A to Independent Auditors Report Referred to in paragraph 11(f) of the Independent Auditors Report of even date to the members of ITC Infotech India Limited on the Ind AS nancial statements for the year ended March 31, Report on the Internal Financial Controls under Clause (i) of Sub section 3 of Section 143 of the Act 1. We have audited the internal nancial controls over nancial reporting of ITC Infotech India Limited (the Company) as of March 31, 2017 in conjunction with our audit of the Ind AS nancial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls 2. The Company s management is responsible for establishing and maintaining internal nancial controls over nancial reporting based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal nancial controls over nancial reporting that were operating effectively for ensuring the orderly and efcient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable nancial information, as required under the Act. Auditors Responsibility 3. Our responsibility is to express an opinion on the Company s internal nancial controls over nancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal nancial controls over nancial reporting, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal nancial controls over nancial reporting was established and maintained and if such controls operated effectively in all material respects. 4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal nancial controls system over nancial reporting and their operating effectiveness. Our audit of internal nancial controls over nancial reporting included obtaining an understanding of internal nancial controls over nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the Ind AS nancial statements, whether due to fraud or error. Annexure B to Independent Auditors Report Referred to in paragraph 10 of the Independent Auditors Report of even date to the members of ITC Infotech India Limited on the Ind AS nancial statements as of and for the year ended March 31, 2017 i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of xed assets. (b) The xed assets are physically veried by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the xed assets has been physically veried by the Management during the year and no material discrepancies have been noticed on such verication. (c) The Company does not own any immovable properties as disclosed in Note 2 on Property, Plant and Equipment to the Ind AS nancial statements. Therefore, the provisions of Clause 3(i)(c) of the said Order are not applicable to the Company. ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company. iii. The Company has not granted any loans, secured or unsecured, to companies, rms, Limited Liability Partnerships or other parties 5. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion on the Company s internal nancial controls system over nancial reporting. Meaning of Internal Financial Controls Over Financial Reporting 6. A company s internal nancial control over nancial reporting is a process designed to provide reasonable assurance regarding the reliability of nancial reporting and the preparation of Ind AS nancial statements for external purposes in accordance with generally accepted accounting principles. A company s internal nancial control over nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company s assets that could have a material effect on the Ind AS nancial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting 7. Because of the inherent limitations of internal nancial controls over nancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal nancial controls over nancial reporting to future periods are subject to the risk that the internal nancial control over nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion 8. In our opinion, the Company has, in all material respects, an adequate internal nancial controls system over nancial reporting and such internal nancial controls over nancial reporting were operating effectively as at March 31, 2017, based on the internal control over nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Lovelock & Lewes Firm Registration Number: E Chartered Accountants Avijit Mukerji Place: New Delhi Partner Date: May 05, 2017 Membership Number: covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company. iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company. v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notied. vi. The Central Government of India has not specied the maintenance of cost records under subsection (1) of Section 148 of the Act for any of the products of the Company. vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of salestax, duty of customs, duty of excise and value added tax which have not been deposited on account of any dispute. The 66

14 particulars of dues of income tax and service tax as at March 31, 2017 which have not been deposited on account of a dispute, are as follows: Name of the statute Finance Act, 1994 Income tax Act, 1961 Nature of dues Service tax including interest and penalty. Income tax including interest. Amount (` in lakhs) Period to which the amount relates 96 April 01, 2007 to June 30, Assessment Year Forum where the dispute is pending The Commissioner (Appeals), Bangalore The Commissioner of Income Tax (Appeals) I, Kolkata Net of amount deposited under protest ` 15 lakhs. Net of amount adjusted against advance tax / tax deducted at source `287 lakhs. viii. As the Company does not have any loans or borrowings from any nancial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company. ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company. x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its ofcers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management. xi. The Company has paid/ provided for managerial remuneration xii. xiii. xiv. xv. xvi. in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS nancial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specied in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company. The Company has not entered into any non cash transactions with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company. The Company is not required to be registered under Section 45IA of the Reserve Bank of India Act, Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company. For Lovelock & Lewes Firm Registration Number: E Chartered Accountants Avijit Mukerji Place: New Delhi Partner Date: 5 th May, 2017 Membership Number: