Annual Report 2016-17 Capgemini Technology Services India Limited
Board of Directors Srinivasa Rao Kandula Managing Director Ashwin Ashok Yardi Executive Director Karine Nicole Marchat Executive Director Sujit Sircar Executive Director Aruna Jayanti Executive Director Ritesh Talapatra Executive Director Paul Benjamin Hermelin Non-Executive Director Patrick Francis Nicolet Non-Executive Director Salil Satish Parekh Non-Executive Director Hubert Paul Henri Giraud Non-Executive Director Ramaswamy R Non-Executive Director And Independent Director Kalpana Rao Non-Executive Director And Independent Director Armin Billimoria Company Secretary Board Committees Audit Committee Ramaswamy R: Chairman Kalpana Rao Srinivasa Rao Kandula Stakeholders Relationship Committee Ramaswamy R : Chairman Kalpana Rao Srinivasa Rao Kandula Nomination and Remuneration Committee Kalpana Rao : Chairperson Ramaswamy R Hubert Paul Henri Giraud Corporate Social Responsibility Committee Kalpana Rao : Chairperson Ramaswamy R Srinivasa Rao Kandula Salil Satish Parekh Ashwin Ashok Yardi Aruna Jayanti Karine Nicole Marchat Registered Office Address No. 14, Rajiv Gandhi Infotech Park, Hinjawadi Phase-III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune-411057, Maharashtra, India Auditors M/s. B S R & Co. LLP Chartered Accountants Firm Registration No: 101248W/W-100022 5th Floor, Lodha Excelus Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi, Mumbai - 400 011 Registrar & Share Transfer Agent Karvy Computershare Private Limited Karvy Selenium Tower B, Plot No.31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 CONTENTS Notice... 2 Board s Report... 14 Financial Statement Ind AS... 41 Consolidated Financial Statement Ind AS... 118
NOTICE Notice is hereby given that the Twenty Fourth Annual General Meeting of the Members of Capgemini Technology Services India Limited ( Company ) will be held at 9.30 a.m. on Wednesday, 27 September, 2017 at No. 14, Rajiv Gandhi Infotech Park, Hinjawadi, Phase III, MIDC-SEZ, Village Man, Taluka Mulshi, Pune 411 057, Maharashtra, India to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Audited Financial Statements as at 31 March, 2017 together with the Auditors Report thereon and the Board s Report including the Secretarial Audit Report of the Company for the financial year ended 31 March, 2017. 2. To appoint a Director in place of Mr. Sujit Sircar (DIN: 00026417) who retires as per article 14 (8) (a) of the Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Hubert Paul Henri Giraud (DIN: 00817709) who retires as per article 14 (8) (a) of the Articles of Association of the Company at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. 4. To ratify the appointment of the Statutory Auditors and to fix their remuneration and pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013(Act) and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the appointment of M/s B S R & Co. LLP (ICAI Firm Registration Number 101248W/W100022), as the Statutory Auditors of the Company to hold office as such from the conclusion of the 24 th Annual General Meeting until the conclusion of the 25 th Annual General Meeting of the Company be and is hereby ratified. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix such remuneration plus other applicable taxes and reimbursement of out-of- pocket expenses in connection with the audit and on such terms and conditions as may be agreed between the Statutory Auditors and the Board of Directors of the Company. Special Business: 5. To ratify the remuneration paid to Mr. Sujit Sircar (DIN: 00026417), a whole time director of the Company for the financial year 2016-17 and to consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of section 197 and other applicable provisions, if any, of the Act read with Schedule V of the Act and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby ratifies and approves the remuneration paid to Mr. Sujit Sircar for the financial year 2016-17, on the terms and conditions and remuneration as specified in the explanatory statement annexed to the notice. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 6. To approve the remuneration payable to Mr. Sujit Sircar (DIN: 00026417), a whole time director of the Company for the financial year 2017-18 and to consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of section 197 and other applicable provisions, if any, of the Act read with Schedule V of the Act and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Company hereby approves the remuneration payable to Mr. Sujit Sircar for the financial year 2017-18, on the terms and conditions and remuneration as specified in the explanatory statement annexed to the notice. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 7. To appoint Ms. Aruna Jayanthi (DIN: 00817860) as a Director of the Company and to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Ms. Aruna Jayanthi (DIN: 00817860), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act signifying his intention to propose Ms. Aruna Jayanthi as a candidate for the office of the Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 2
8. To appoint Mr. Ashwin Ashok Yardi (DIN: 07799277) as a Director of the Company and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Mr. Ashwin Ashok Yardi (DIN: 07799277), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act signifying his intention to propose Mr. Ashwin Ashok Yardi as a candidate for the office of the Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 9. To appoint Mr. Srinivasa Rao Kandula (DIN: 07412426) as a Director of the Company and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Mr. Srinivasa Rao Kandula (DIN: 07412426), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, signifying his intention to propose Mr. Srinivasa Rao Kandula as a candidate for the office of the Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 10. To appoint Mr. Srinivasa Rao Kandula (DIN: 07412426) as the Managing Director of the Company and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 196, 197, 198 read with Schedule V of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company and other applicable guidelines issued by the Central Government from time to time and subject to such other approvals as may be necessary, consent of the Members be and is hereby accorded to the appointment of Mr. Srinivasa Rao Kandula (DIN: 07412426), as the Managing Director of the Company for the period and upon the terms and conditions including remuneration with further liberty to the Board of Directors of the Company from time to time to amend, alter or otherwise vary the said terms and conditions of the said appointment as specified in the explanatory statement pursuant to Section 102(1) of the Act annexed to this notice. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 11. To appoint Mr. Ritesh Talapatra (DIN: 07849732) as a Director of the Company and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Mr. Ritesh Talapatra (DIN: 07849732), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, signifying his intention to propose Mr. Ritesh Talapatra as a candidate for the office of the Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 12. To appoint Mr. Salil Satish Parekh (DIN: 01876159) as a Director of the Company and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Mr. Salil Satish Parekh (DIN: 01876159), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, signifying his intention to propose Mr. Salil Satish Parekh as a candidate for the office of the Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation. 3
RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 13. To appoint Mr. Paul Benjamin Hermelin (DIN: 07887276) as a Director of the Company and, to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Mr. Paul Benjamin Hermelin (DIN: 07887276), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, signifying his intention to propose Mr. Paul Benjamin Hermelin as a candidate for the office of the Director of the Company, be and is hereby appointed as Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 14. To appoint Mr. Patrick Francis Nicolet (DIN: 07898383) as a Director of the Company and, to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Mr. Patrick Francis Nicolet (DIN: 07898383), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, signifying his intention to propose Mr. Patrick Francis Nicolet as a candidate for the office of the Director of the Company, be and is hereby appointed as Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. 15. To appoint Ms. Karine Nicole Marchat (DIN: 07901978) as a Director of the Company and to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 152, 161 of the Act, and the rules made thereunder and other applicable provisions, if any, (including any statutory modification(s) or re-enactment thereof for the time being in force), and the Articles of Association of the Company, Ms. Karine Nicole Marchat (DIN: 07901978), who was appointed as an Additional Director by the Board of Directors of the Company and who holds office until the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act signifying his intention to propose Ms. Karine Nicole Marchat as a candidate for the office of the Director of the Company, be and is hereby appointed as Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT any Director of the Company or Ms. Armin Billimoria, Company Secretary be and are hereby severally authorized to sign and submit necessary forms, applications, undertakings, drafts, authorizations, etc., to any statutory authorities or officers and to do all such acts, deeds and things which are necessary to give effect to the aforesaid resolution. By Order of the Board of Directors For Capgemini Technology Services India Limited (Formerly known as IGATE Global Solutions Limited) Armin Billimoria Date : 11 August 2017 Company Secretary Place: Mumbai FCS: 8637 Registered Office: No. 14, Rajiv Gandhi Infotech Park, Hinjawadi Phase-III, MIDC-SEZ, Village Man, Taluka Mulshi, PUNE-411 057 Maharashtra, India 4
Notes: 1) The explanatory statement pursuant to Section 102(1) of the Act relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto. 2) A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy duly completed, stamped, and signed should be deposited at the registered office of the Company not less than 24 hours before the commencement of the meeting. The proxy form for the Annual General Meeting is enclosed herewith. Pursuant to Section 105 of the Act, a person can act as a proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Further, a member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. 3) The business set out in the notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this notice under Note no. 13. The Company will also send communication relating to e-voting which inter alia would contain details about user id and password along with a copy of this notice to the Members, separately. 4) Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified true copy of the Board resolution authorizing their representative(s) to attend and vote on their behalf at the Annual General Meeting. 5) In terms of Section 152 of the Act, Mr. Sujit Sircar (DIN: 00026417) and Mr. Hubert Paul Henri Giraud (DIN: 00817709) liable to retire at the ensuing Annual General Meeting as specified under article 14 (8) (a) of the Articles of Association of the Company and being eligible offer themselves for re-appointment. The Board of Directors of the Company recommends their re-appointment. 6) Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their Folio No along with the copy of the Annual Report to the meeting. 7) In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 8) Relevant documents referred to in the accompanying Notice and the Statements are open for inspection by the Members at the Registered Office of the Company on all working days except Saturday and Sunday during business hours up to the date of the meeting. 9) Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 21 September 2017 to Wednesday, 27 September 2017 (both days inclusive). 10) Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advice any change in their address or bank mandates to the Company or its Registrars and Transfer Agents, Karvy Computershare Private Limited (Karvy). 11) Register of Directors / Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and Register of Contracts in which Directors are interested maintained under Section 189 of the Act will be available for inspection by the Members at the Annual General Meeting. 12) The notice of the General Meeting is also hosted on the website of the Company www.in.capgemini.com and will remain on the website till the date of the Annual General Meeting. 13) Information and other instructions relating to e-voting are as under: (i) E-voting The Company is pleased to provide an e-voting facility to the shareholders of the Company to enable them to cast their votes electronically on the items mentioned in the notice. The Company has appointed Mr. Shailesh Indapurkar, as scrutinizer for conducting the e-voting process in a fair and transparent manner. E-voting is optional. The E-voting rights of the shareholders/ beneficiary owners shall be reckoned on the equity shares held by them as on Thursday, 21 September 2017 being the cut-off date for the purpose. Shareholders of the Company holding shares either in physical or in dematerialized form as on the cut-off date may cast their votes electronically. Instructions for E-Voting a) To use the following URL for e-voting: i) From Karvy Computershare Private Limited - website: http://evoting.karvy. com b) Shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically. c) Enter the login credentials i.e., user id and password mentioned on the enclosed form/email. Your Folio No / DP ID / Client ID will be your user ID. d) After entering the details appropriately, click on LOGIN. 5
e) You will reach the Password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. The system will prompt you to change your password and update any contact details like mobile, email etc. on first login. You may also enter the secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. f) You need to login again with the new credentials. g) On successful login, the system will prompt you to select the EVENT i.e., Capgemini Technology Services India Limited. h) On the voting page, enter the number of shares as on the cut-off date, Thursday, 21 September 2017 under FOR / AGAINST or alternately you may enter partially any number in FOR and partially in AGAINST but the total number in FOR / AGAINST taken together should not exceed the total shareholding. You may also choose the option ABSTAIN. i) Shareholders holding multiple folios / Demat accounts shall choose the voting process separately for each folio / Demat account. j) Cast your vote by selecting an appropriate option and click on SUBMIT. A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, shareholders can login any number of times till they have voted on the resolution. k) Corporate/Institutional Members (Corporate/FIs/FIIs/Trust/Mutual Funds/Banks etc.,) are required to send a scanned copy (PDF format) of the relevant Board resolution to the Scrutinizer through E-mail to indapurkarcs@gmail. com with a copy to http://evoting@karvy.com. The file(s) containing the scanned image of the Board resolution should be in the naming format Corporate Name. l) Once the vote on the resolution is cast by the shareholder, he shall not be allowed to change it subsequently. m) The Portal will be open for voting from Sunday, 24 September, 2017 at 9.00 a.m. and ends on Tuesday, 26 September, 2017 at 5.00 p.m. (both days inclusive). n) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download Section of http://evoting.karvy.com or contact Karvy Computershare Private Limited at Tel No. 1800 345 4001 (toll free). 6
EXPLANATORY STATEMENT (Pursuant to Section 102(1) of the Companies Act, 2013) The following explanatory statement sets out the material facts relating to the Special Business mentioned in the accompanying Notice of the Annual General Meeting (AGM) to be held on 27 September, 2017. Item No. 5 The Company paid a total remuneration of Rs.13,55,75,259/- to Mr. Sujit Sircar (DIN: 00026417) for the financial year 2016-17. The remuneration approved by the members in the AGM held on 28 December 2015 was an annual base salary not exceeding Rs.2,49,75,000/- and an annual Performance Based Incentive not exceeding Rs.83,50,000/- Capgemini Group of France acquired the IGATE Group worldwide and the then holding Company, IGATE Corporation (IGATE) was merged with the Capgemini Group in July 2015. Mr. Sujit Sircar was a named executive officer and as per the terms of the Agreement, his unvested IGATE stock options, restricted share and performance shares were cancelled immediately prior to the completion of the Merger as per the terms of stock options, restricted shares and performance shares were converted into the right to receive an amount in cash or in fully vested shares of Capgemini common stock. This resulted in an excess payment made to him for financial year 2016-17 over and above the limits approved by the members in the AGM held on 28 December 2015. The members are also informed that the remuneration paid to Mr. Sujit Sircar for the financial year 2016-17 was as follows: i. Base Annual Salary of Rs. 1,60,26,802/- ii. Annual Performance Based Incentive of Rs. 1,02,45,745/- iii. ESOP amount Rs.10,84,83,720/- and iv. Other perquisites and benefits of Rs. 8,18,992/- The above total remuneration paid to Mr. Sujit Sircar was within the limits as provided in section 197 of the Act read with Schedule V and other applicable provisions of the Act, and the Rules made thereunder (including any statutory modifications or re-enactment(s) thereof, for the time being in force). No Director, Key Managerial Personnel or their relatives, except Mr. Sujit Sircar to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 5 for approval of the Members. Item No. 6 The terms and conditions of appointment of Mr. Sujit Sircar shall be as per his employment contract and the remuneration of Mr. Sujit Sircar for the financial year 2017-18 and additional details are as follows: Name Age Qualifications Experience Terms & Conditions of appointment / reappointment Details of remuneration sought to be paid Mr. Sujit Sircar 49 years B.Com., ACA 27 years As mutually agreed between the Company and Mr. Sujit Sircar Rs. 14,50,00,000/- (The amount of remuneration sought to be paid is an indicative figure and is based on performance of the Director and Companies remuneration policy which includes the value of his unvested IGATE stock options, restricted share and performance shares which were cancelled immediately prior to the completion of the Merger of IGATE (the then holding company) with the Capgemini Group, which were converted into the right to receive an amount in cash or in fully vested shares of Capgemini common stock (ESOP) and payable over a period of time as per the Agreement signed with Capgemini Group. Remuneration, if any, last drawn 13,55,75,259/- Date of first appointment on the Board 1 January, 2010 Date of re-appointment on the Board 1 January, 2015 Shareholding in the Company Nil Relationship with other Directors, None managers and other key managerial personnel of the Company No. of meetings of the Board attended 8 during the year Directorship in other companies IGATE Infrastructure Management Services Limited Membership / Chairmanship of None committees of other Boards 7
The above total remuneration payable to Mr. Sujit Sircar is within the limits as provided in section 197 of the Act, read with Schedule V and other applicable provisions of the Act and the Rules made thereunder (including any statutory modifications or re-enactment(s) thereof, for the time being in force). The ESOP amount of INR 10,42,91,579/- was paid to Mr. Sujit Sircar in July, 2017. No Director, Key Managerial Personnel or their relatives, except Mr. Sujit Sircar to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 6 for approval of the Members. Item No. 7 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Ms. Aruna Jayanthi (DIN: 00817860) as an Additional Director on the Board of the Company with effect from 4 May, 2017 to hold office up to the date of the Annual General Meeting. The Company has received notice in writing pursuant to Section 160 of the Act, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Ms. Aruna Jayanthi for the office as a Director of the Company. The Company has received from Ms. Aruna Jayanthi (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under Sub-section (2) of Section 164 of the Act. Additional information with respect to Ms. Aruna Jayanthi as required under the secretarial standards is as follows: Name Age Ms. Aruna Jayanthi 54 years Qualifications B.Sc., MBA Experience 32 years Terms & Conditions of appointment / reappointment As mutually agreed between the Company and Ms. Aruna Jayanthi Details of remuneration sought to be paid Remuneration, if any, last drawn Rs. 19,62,24,844/- Rs. 2,48,50,000/- (The amount of remuneration sought to be paid is an indicative figure and is based on performance of the Director and Company s remuneration policy) Date of first appointment on the Board 4 May, 2017 Shareholding in the Company Relationship with other Directors, managers and other key managerial personnel of the Company No. of meetings of the Board attended during the year Nil None Nil Directorship in other companies 1. SBI Capital Markets Limited Membership / Chairmanship of committees of other Boards 2. Equation Capital Partners LLP None No Director, Key Managerial Personnel or their relatives, except Ms. Aruna Jayanthi to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 7 for approval of the Members. Item No. 8 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Mr. Ashwin Ashok Yardi (DIN: 07799277) as an Additional Director on the Board of the Company with effect from 4 May,2017 to hold office up to the date of the Annual General Meeting. 8
The Company has received notice in writing pursuant to Section 160 of the Act, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Ashwin Ashok Yardi for the office as a Director of the Company. The Company has received from Mr. Ashwin Ashok Yardi (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Act. Additional information with respect to Mr. Ashwin Ashok Yardi as required under the secretarial standards is as follows: Name Age Qualifications Experience Terms & Conditions of appointment / reappointment Details of remuneration sought to be paid Remuneration, if any, last drawn Rs. 4,27,50,452/- Date of first appointment on the Board 4 May, 2017 Shareholding in the Company Nil Relationship with other Directors, None managers and other key managerial personnel of the Company No. of meetings of the Board attended 2 during the year Directorship in other companies None Membership / Chairmanship of None committees of other Boards Mr. Ashwin Ashok Yardi 48 years B.E., MBA 23 years As mutually agreed between the Company and Mr. Ashwin Ashok Yardi. Rs. 1,32,50,000/- (The amount of remuneration sought to be paid is an indicative figure and is based on performance of the Director and Company s remuneration policy) No Director, Key Managerial Personnel or their relatives, except Mr. Ashwin Ashok Yardi to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 8 for approval of the Members. Item Nos. 9 & 10 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Mr. Srinivasa Rao Kandula (DIN: 07412426) as an Additional Director and Managing Director on the Board of the Company with effect from 4 May 2017 to hold office up to the date of the Annual General Meeting. The Company has received notice in writing pursuant to Section 160 of the Companies Act, 2013, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Srinivasa Rao Kandula for the office as a Director of the Company. The Company has received from Mr. Srinivasa Rao Kandula (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Act. Resolution no. 10 further seeks the approval of the Members in terms of Sections 196 and 197 read with Schedule V and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder (including any statutory modifications or re-enactment(s) thereof, for the time being in force) for the appointment of Mr. Srinivasa Rao Kandula as a Managing Director of the Company. Additional information with respect to Mr. Srinivasa Rao Kandula as required under the secretarial standards is as follows: Name Age Qualifications Experience Terms & Conditions of appointment / reappointment Details of remuneration sought to be paid Mr. Srinivasa Rao Kandula 54 years M.A, MBA, Ph.D. 28 years As mutually agreed between the Company and Mr. Srinivasa Rao Kandula. Rs. 14,00,00,000/-(The amount of remuneration sought to be paid is an indicative figure and is based on performance of the Director and Company s remuneration policy including the value of ESOP) 9
Remuneration, if any, last drawn Rs. 13,09,38,880/- Date of first appointment on the Board 4 May, 2017 Shareholding in the Company Relationship with other Directors, managers and other key managerial personnel of the Company No. of meetings of the Board attended during the year Nil None 2 Directorship in other companies 1. Capgemini Solutions Private Limited (formerly known as AXA Technologies Shared Services Private Limited) 2. TCube Software Solutions Private Limited Membership / Chairmanship of committees of other Boards None No Director, Key Managerial Personnel or their relatives, except Mr. Srinivasa Rao Kandula to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolutions set forth in Item Nos. 9 & 10 for approval of the Members. Item No. 11 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Mr. Ritesh Talapatra (DIN: 07849732) as an Additional Director on the Board of the Company with effect from 11 August 2017 to hold office up to the date of the Annual General Meeting. The Company has received notice in writing pursuant to Section 160 of the Act, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Ritesh Talapatra for the office as a Director of the Company. The Company has received from Mr. Ritesh Talapatra (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act. Additional information with respect to Mr. Ritesh Talapatra as required under the secretarial standards is as follows: Name Age Qualifications Experience Terms & Conditions of appointment / reappointment Details of remuneration sought to be paid Remuneration, if any, last drawn Rs. 3,93,40,966/- Date of first appointment on the Board 11 August,2017 Shareholding in the Company Nil Relationship with other Directors, None managers and other key managerial personnel of the Company No. of meetings of the Board attended Nil during the year Directorship in other companies None Membership / Chairmanship of None committees of other Boards Mr. Ritesh Talapatra 48 years PGPM 18 years As mutually agreed between the Company and Mr. Ritesh Talapatra. Rs. 2,36,00,000/- (The amount of remuneration sought to be paid is an indicative figure and is based on performance of the Director and Company s remuneration policy) No Director, Key Managerial Personnel or their relatives, except Mr. Ritesh Talapatra to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 11 for approval of the Members. 10
Item No. 12 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Mr. Salil Satish Parekh (DIN: 01876159) as an Additional Director on the Board of the Company with effect from 4 May, 2017 to hold office up to the date of the Annual General Meeting. The Company has received notice in writing pursuant to Section 160 of the Act, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Salil Satish Parekh for the office as a Director of the Company. The Company has received from Mr. Salil Satish Parekh (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act. Additional information with respect to Mr. Salil Satish Parekh as required under the secretarial standards is as follows: Name Mr. Salil Satish Parekh Age 53 years Qualifications B.E., MS, M.E. Experience 25 years Terms & Conditions of appointment / As mutually agreed between the Company and Mr. Salil Satish Parekh. reappointment Details of remuneration sought to be paid Nil Remuneration, if any, last drawn Nil Date of first appointment on the Board 4 May, 2017 Shareholding in the Company Nil Relationship with other Directors, None managers and other key managerial personnel of the Company No. of meetings of the Board attended 1 during the year Directorship in other companies None Membership / Chairmanship of None committees of other Boards No Director, key managerial personnel or their relatives, except Mr. Salil Satish Parekh to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 12 for approval of the Members. Item No. 13 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Mr. Paul Benjamin Hermelin (DIN: 7887276) as an Additional Director on the Board of the Company with effect from 11 August 2017 to hold office up to the date of the Annual General Meeting. The Company has received notice in writing pursuant to Section 160 of the Act, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Paul Benjamin Hermelin for the office as a Director of the Company. The Company has received from Mr. Paul Benjamin Hermelin (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act. Additional information with respect to Mr. Paul Benjamin Hermelin as required under the secretarial standards is as follows: Name Mr. Paul Benjamin Hermelin Age 65 years Qualifications Graduated from Ecole Polytechnique and Ecole Nationale d Administration (ENA) Experience 39 years Terms & Conditions of appointment / As mutually agreed between the Company and Mr. Paul Benjamin Hermelin reappointment Details of remuneration sought to be paid Nil Remuneration, if any, last drawn Nil Date of first appointment on the Board 11 August, 2017 11
Shareholding in the Company Relationship with other Directors, managers and other key managerial personnel of the Company No. of meetings of the Board attended during the year Directorship in other companies Membership / Chairmanship of committees of other Boards Nil None Nil None None No Director, key managerial personnel or their relatives, except Mr. Paul Benjamin Hermelin to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 13 for approval of the Members. Item No. 14 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Mr. Patrick Francis Nicolet (DIN: 07898383) as an Additional Director on the Board of the Company with effect from 11 August 2017 to hold office up to the date of the Annual General Meeting. The Company has received notice in writing pursuant to Section 160 of the Act, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Mr. Patrick Francis Nicolet for the office as a Director of the Company. The Company has received from Mr. Patrick Francis Nicolet (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Act. Additional information with respect to Mr. Patrick Francis Nicolet as required under the secretarial standards is as follows: Name Mr. Patrick Francis Nicolet Age 58 years Qualifications Bachelor s Degree in Law Experience 34 years Terms & Conditions of appointment / As mutually agreed between the Company and Mr. Patrick Francis Nicolet reappointment Details of remuneration sought to be Nil paid Remuneration, if any, last drawn Nil Date of first appointment on the Board 11 August 2017 Shareholding in the Company Nil Relationship with other Directors, None managers and other key managerial personnel of the Company No. of meetings of the Board attended Nil during the year Directorship in other companies None Membership / Chairmanship of None committees of other Boards No Director, key managerial personnel or their relatives, except Mr. Patrick Francis Nicolet to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 14 for approval of the Members. Item No. 15 The Board of Directors (based on the recommendation of the Nomination and Remuneration Committee) had appointed Ms. Karine Nicole Marchat (DIN: 07901978) as an Additional Director on the Board of the Company with effect from 11 August, 2017 to hold office up to the date of the Annual General Meeting. The Company has received notice in writing pursuant to Section 160 of the Act, from a member along with a deposit of Rs.1,00,000/- proposing the candidature of Ms. Karine Nicole Marchat for the office as a Director of the Company. 12
The Company has received from Ms. Karine Nicole Marchat (i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, and (ii) intimation in Form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under Sub-section (2) of Section 164 of the Act. Additional information with respect to Ms. Karine Nicole Marchat as required under the secretarial standards is as follows: Name Age Qualifications Experience Terms & Conditions of appointment / reappointment Details of remuneration sought to be paid Remuneration, if any, last drawn Date of first appointment on the Board 11 August, 2017 Shareholding in the Company Nil Relationship with other Directors, None managers and other key managerial personnel of the Company No. of meetings of the Board attended during the year Directorship in other companies Membership / Chairmanship of committees of other Boards Ms. Karine Nicole Marchat 48 years Master s Degree in Finance 27 years As mutually agreed between the Company and Ms. Karine Nicole Marchat Rs. 3,44,65,000/-(The amount of remuneration sought to be paid is an indicative figure and is based on performance of the Director and Company s remuneration policy) Nil Nil None None No Director, key managerial personnel or their relatives, except Ms. Karine Nicole Marchat to whom the resolution relates, are concerned or interested in the resolution. The Board recommends the resolution set forth in Item No. 15 for approval of the Members. By Order of the Board of Directors For Capgemini Technology Services India Limited (Formerly known as IGATE Global Solutions Limited) Armin Billimoria Date : 11 August 2017 Company Secretary Place: Mumbai FCS: 8637 Registered Office: No. 14, Rajiv Gandhi Infotech Park, Hinjawadi Phase-III, MIDC-SEZ, Village Man, Taluka Mulshi, PUNE-411 057 Maharashtra, India 13
BOARD S REPORT Dear Members, The Directors are pleased to present the Twenty Fourth Board s Report and the Audited Financial Statements for the year ended 31 March 2017. FINANCIAL RESULTS (Rs. in million) Standalone Consolidated 2016-17 2015-16 2016-17 2015-16 Income Income from operations 118,567 108,248 119,704 109,003 Other Income 5,917 2,310 5,808 2,380 Total Income (I) 124,484 110,558 125,512 111,383 Expenses Employee benefit expenses 76,880 72,919 77,595 73,774 Other expenses 22,907 22,619 23,133 22,523 Depreciation and amortization expense 4,115 4,078 4,177 4,078 Finance costs 281 48 281 42 Total (II) 104,183 99,664 105,186 100,417 Profit before tax (I) (II) 20,301 10,894 20,326 10,966 Tax expenses Current tax 5,634 619 5,681 621 Deferred tax (1,148) (11,253) (1,150) (11,255) Total tax expenses 4,486 (10,634) 4,531 (10,634) Profit after taxes 15,815 21,527 15,795 21,600 Total Comprehensive Income, Net of Tax 111 (224) 112 (228) Total Comprehensive Income for the period 15,926 21,303 15,907 21,372 Financial statement have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, (Act) and other relevant provisions of the Act. The financial statements of the Company for all periods up to and including the year ended 31 March 2016, are prepared in accordance with the Companies (Accounting Standards) Rules, 2006 notified under Section 133 of the Act and other relevant provisions of the Act. As these are the first financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, first time adoption of Indian Accounting Standards has been applied. Share Capital: The Authorized Capital of the Company as on 11 August 2017 was Rs. 2,548 million divided into 24,39,50,000 (Twenty Four Cores Thirty Nine Lakhs Fifty Thousand) equity shares of Rs. 10 each (Rupees ten only) and 1,08,00,000 (One Crore Eight Lakhs) preference shares of Rs. 10 each. The Issued and Paid-up Capital of the Company as on 11 August 2017 stood at Rs. 591million divided into 5,91,39,500 (Five Crores Ninety-one Lakhs Thirty-nine Thousand Five hundred) equity shares of Rs. 10 (Rupees Ten only) each. During the year under review, the Company has not issued any shares, nor granted any stock option or equity shares. Operational Review: During the Financial year 2016-17, the Sales and other Income of your Company was Rs. 124,484 million as against Rs. 110,558 million in the previous year, showing a growth of 11.4% over the previous year. The Company earned Profit after tax (PAT) of Rs. 15,926 million as against Rs. 21,303 million in the previous year. Transfer to General Reserves: No amount is proposed to be transferred to the general reserves. Dividend: Keeping in view the future strategic initiatives of the Company, your Directors do not recommend any dividend for the year ended 31 March 2017. 14