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equity
Mphasis Ltd.
Industry : IT - Software
 
House : Mphasis - MNC
 
 
Last Price (Rs.) 2298.35
 
Prev.Close (Rs.) 2237.10
 
Net Change (Rs.) 61.25
High (Rs.) 2370.70
 
Low (Rs.) 2237.70
 
TTM PE (x) 30.04
52-Week-High (Rs.) 2835.00
 
52-Week-Low (Rs.) 1753.00
 
Dividend Yield (%) 2.39
* BSE PRICES
Year End:  March 2015

BOARD’S REPORT

Dear Shareholders,

We have pleasure in presenting to you the twenty fourth Annual Report of your Company for the year ended 31 March 2015

OUTLOOK

Your Company’s Customers and the market place are investing in becoming a Digital Enterprise. This trend is very potent and visible. Your Company has been transforming and investing to bring greater value to our clients in this space. The Service Excellence and Customer Centricity in traditional IT and BPO services has laid a good foundation for the Company to be invited for the Digital space. In FY 2015, we had some good wins in the Digital area.

Your Company has always been invested in working with clients to work with them in enabling customer facing channels, systems and processes. This expertise has enabled the Company to launch Digital Customer Experience Management Solution. Omni Channel Interaction, Persona based Digital Marketing, Closed Loop Experience Management are some of the aspects of this solution. These are examples of the strides that your Company is making in Digital area. Road ahead for all IT Services Companies is one of intense transformation while retaining some core values of Service Excellence and Customer Centricity. There seem to be gold rush towards Digital, such a rush does create lot of noise in the system. Your Company’s role would be to bring real value to the clients, helping them generate good Returns on their Investment (ROI). This would require sustained commitment, deep expertise and good blend of domain expertise, specialized partnership, technology and process expertise.

Your Company’s clients, especially in BFSI industry are investing heavily in Governance, Risk and Compliance (GRC) solutions and processes. Your Company has been playing an active role in this area, acquisition of Digital Risk in FY 2013 has further strengthened the Company’s ability to serve the Clients in GRC. Your Company is focused on bringing innovation to help the Clients to be compliant with minimal disruption enabling them to leverage their existing investment. Such an innovation will be of great value and the Company is poised to test this innovation through pilots in FY 2016. Your Company will take greater stride in this team in FY 2016 to be acknowledged as a specialized player bringing unique value to our Clients.

Traditional IT Services and BPO space will experience greater cost compression. This trend will accelerate in FY 2016 and beyond. Innovative business/commercial model combined with ROI based automation will be key to success. Future success in this area is predicated on transformation from human heavy services to human light services by leveraging automation. Such a transformation would require management delicate stakeholder balance. Your Company will continue to stay committed for delivering to all the stakeholders including customers, employees and the society that we operate in. Building long term sustained value will be our main endeavor and we are confident, our customer intensity, our talented team and our track record give us the confidence that we will emerge successful as the world shifts to Digital.

SALE OF DOMESTIC BPO BUSINESS *

Your Company had executed a Business Transfer Agreement on 30 June 2015 for transfer of significant portion of domestic India business to Hinduja Global Solutions Limited. Further to this, a second definitive agreement was executed on 10 July 2015, to transfer certain portion of your Company’s domestic India business to Karvy Data Management Services Limited. The execution of the above agreements is subject to regulatory approvals and fulfillment of closing conditions. The sale of the domestic business will result in transfer of about 10,000 employees of the Company.

Your directors are confident that the above transactions would release the bandwidth of the Senior Management and enable the Company to intensify the focus in Global business in Digital, Governance Risk and Compliance (GRC), Application Maintenance Services (AMS), International BPO business and Infrastructure Services (IS).

DIVIDEND

Your directors are pleased to recommend a final dividend of X 16 per equity share of X 10 each for the financial year ended 31 March 2015, subject to your approval at the ensuing Annual General Meeting.

INTELLECTUAL PROPERTY RIGHTS

The Company has filed its third patent application in the area of "Governance Risk and Compliance" (GRC) for the Banking and Capital Markets sector. This patent is a method and system for regulatory compliance for financial institutions using intelligent learning systems and transforms the experience of compliances for the users.

The Mphasis NEXT Labs and a Virtual Innovations Lab has been set up which work on developing core technologies, tools, utilities, solutions, thought leadership and frameworks thereby building an intellectual property asset portfolio for the Company. "HyperGraf" is the first Mphasis Next Labs solution, which is an Omni-channel digital 360° solution that transforms enterprise decision making by providing accurate, real-time and actionable Customer Engagement Insights across millions of data points spread over multiple customer engagement channels.

ENTERPRISE RISK MANAGEMENT

The Company has an elaborate Enterprise Risk Management (ERM) Programme to proactively identify, mitigate, monitor across the enterprise. The updates on the development and implementation of the ERM Programme are reviewed by the on a quarterly basis. A detailed analysis on the formulation, implementation and monitoring of the Risk Management Plan section headed Management Discussion and Analysis of Risks and Concerns.

CORPORATE GOVERNANCE

Your Company strongly believes that the spirit of Corporate Governance fetches beyond the statutory acquiescence. Corporate Governance is a driver of sustainable corporate growth and long term value enhancement for the stakeholders. Your Company endeavors to meet the growing aspirations of the stakeholders and is committed to maintain the highest standards of transparency, fairness, accountability and equity in its operations. Your Company has complied with the requirements of revised Clause 49 of the Listing Agreement with the Stock Exchanges and the governance requirements under the Companies Act, 2013. A report on Corporate Governance is annexed and forms part of this report.

EMPLOYEES

In line with your Company's refreshed brand promise - Unleash the Next, the Human Resources (HR) Strategy too unleashed new dimensions of people practices in FY 2015. The rebranding exercise was a key milestone for your organization, and translating the new mission, vision and values into behaviors and actions was the core focus in the first quarter. Interactive workshops on Mphasis values, new lanyards and refreshed appreciation cards for peer recognition helped to bring the new brand to life for every employee.

Through the course of the year, HR at Mphasis expanded its footprint into the digital space as well. We reached thousands of candidates through Mphasis Careers on Facebook, Twitter, LinkedIn and Google+. In an active effort to integrate social networks into our hiring process, we launched the #MphasisIntern campaign to recruit interns through Twitter and Slideshare. #MphasisIntern achieved 21.5 Million views through 46,600 tweets/retweets leading to a 300% increase in the followers of @mphasiscareers.

The Employee Engagement Team hosted several initiatives this year, with special focus on our employees' health and wellness. Going beyond the work place, we celebrated 'Bring your Child to Work' and 'Bring your Parents to Work', thus opening our doors to the extended Mphasis' families as well. To recognize long standing loyalty and support to your Company, 550 employees were felicitated for their tenure as part of the annual 'Pillars' program. An exclusive Mphasis Anthem was unveiled featuring Mphasis employees in the video which has achieved over 9000+ views on Youtube. At Mphasis, we have created a group, known as 'Samaritan', of well-meaning individuals who have come together under the Employee Engagement banner to help make our Corporate Social Responsibility a more engaging and meaningful experience on a larger scale. These 'Samaritans' volunteer to contribute to various areas in our society dealing with issues relating to women, children, disability and education.

In our constant effort to enrich Mphasis as a workplace, we launched the MAPLE Survey in FY 2015. This survey is an indigenous employee survey, based on the net promoter score methodology. Taking employee empowerment to another level, many policy changes were implemented as per the recommendations shared by a closed group of employees.

Learning continues to be a key priority and an entire week was dedicated to it in FY 2015. The Learning Week, spread across five days of self-directed learning events, offered a total of 95 programs covering technical, domain and leadership topics. Leader Talks, Panel Discussions and 'Lessons from Movies' were offered as exclusive sessions and excitement was created through the use of social media with live tweets and contests for innovative tweets. Client University framework has been developed to cater to the needs of focused learning for each of our accounts.

In keeping with our strategy for FY 2015, Digital Guild was launched as one of the initiatives to promote the growth of specialists in the digital space at Mphasis. It is based on the traditional concept of an association of artisans or merchants. The framework will help us to create a group of specialists in certain fields that are aligned to our strategy.

While our flagship leadership programs such as Future Leaders Programs (FLP) and Aarambh, continued to build stronger leadership pipelines from young talent, our Integrated Leadership Development framework helped us to create a pool of ready leaders at front, middle and senior levels within Mphasis.

In order to enable employees to manage their careers better, the Career Management Portal was launched for all Mphasis employees. It enables employees to gather role related information, understand their roles better, gauge themselves accurately, check role requirements for other profiles and find aspirational match. It also helps employees to set and work towards their career goals and design development plans with action items to achieve those goals.

Being a Company with specialists having innovative and inquisitive minds, a new concept of innovation goal was developed in FY 2015. This empowers employees to think, innovate and improve their own competencies or productivity by including a self-driven goal, in agreement with the manager, aligned to the business outcomes. This goal focuses on innovation and customer centricity.

As on 31 March 2015, our total employees and strength (inclusive of billable contractors) stands at 33,301.

COMMUNITY OUTREACH

Corporate Social Responsibility

Mphasis has always been committed to meaningful Corporate Social Responsibility (CSR) and it is closely aligned with the organization's mission of being at the confluence of people, profit and planet. Our CSR activities are being carried out through Mphasis F1 Foundation. The Company has a CSR Policy as required under the provisions of law and the same is hosted on the website of the Company at <http://www.mphasis.com/CorporateGovernance.html>. The CSR Committee of the Board approves the CSR Budget and monitors the implementation of the CSR Policy.

"Ensure measurable social change through self-sustenance models in locations where Mphasis has a presence, creating brand distinction and visibility for our efforts globally", is the CSR vision of Mphasis and the driving tenets of our CSR are as follows:

1. Focus on a few topic areas and drive excellence in them;

2. Maximize impact with the deployed resources; and

3. Drive innovative solutions in the social space in line with the Company's motto of "Unleash the Next".

In line with the above, the CSR Policy of the Company focuses on the following:

1. Creating opportunities for the disadvantaged with an emphasis on persons with disabilities; and

2. Technology driven community development.

Mphasis also aims to orient our CSR strategy around an open CSR platform which will provide an interaction mechanism for a wider set of stakeholders, namely, non-profit organizations, companies, individuals, research institutes and technology incubators.

A major new program that we supported during the year was NASSCOM Social Innovation Forum (NSIF), India's leading "Tech for Good" Platform to identify, fund and mentor promising social enterprises leveraging technology.

CSR Committee

In terms of Section 135 of the Companies Act, 2013 and Rules made thereunder, the Board has constituted a CSR Committee comprising Mr. Narayanan Kumar, Mr. D S Brar, Ms. Mary Teresa Hassett and Mr. Balu Ganesh Ayyar as its members. As required under the Companies Act, 2013, the CSR Annual Report in the prescribed form is annexed and forms part of this Report.

During the year, the Company had spent Rs. 33.19 million (of which Rs.  21.88 million is recognized as CSR expenses as per the law), as against mandated spent of Rs.  139.30 million. Considering the new statutory framework under the Companies Act, 2013, sizeable time and efforts were spent in formulating an impactful and coherent CSR Policy, devising the strategy, formulating internal framework for grant making process, capacity building of the CSR team, monitoring and evaluation process and identifying credible partners with innovative project proposal and evaluating proposals for scalability and policy fitment. The Board believes that initial set up undertaken during the year in terms of the CSR Policy, CSR frameworks, CSR process and controls will enable the Company to scale up the CSR activities in future and support the Company's commitment to its meaningful CSR activities.

Prevention of Sexual Harassment

Your Company's Code of Business Conduct (COBC) provides broad directions as well as specific guidelines for all business transactions. The emphasis is on human rights, prevention of fraudulent and corrupt practices, avoidance of conflict of interest, prevention of Sexual Harassment and unyielding integrity at all times. Mphasis is committed to the provision of a workplace, free of Sexual Harassment ("SH") and to provide a redressal mechanism for all complaints of SH without fear or threat of reprisals in any form or manner whatsoever. The work place in context of SH is not restricted to the office but includes extended work areas such as client place, work related travel, cafeterias and Company sponsored events, to name a few.

In compliance with the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has established Internal Complaints Committees at all its locations. During FY 2015, 60 complaints were received, out of which 53 complaints were disposed in terms of the aforesaid Act as on 31 March 2015. Complaints not yet disposed are being investigated and are within the prescribed time limits.

Establishment of Vigil Mechanism

Mphasis Code of Conduct requires directors, officers and employees to observe high standards of business and personal ethics in conduct of their duties and responsibilities. As employees and representatives of the Company, they must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. The Company has a Whistleblower Policy to enable persons who observe unethical practices (whether or not a violation of law), to approach the Whistleblower Custodian without revealing their identity, if they choose to do so. This Policy governs reporting and investigation of allegations that are breach of Code of Business Conduct. This Policy covers all Mphasis group companies and its affiliates and further extends to all Mphasis suppliers and contractors engaged in rendering the services.

The Chairman of the Audit Committee is the Ombudsperson under the Whistleblower Policy. The complainant is provided access to the Ombudsperson where the complainant feels that the complaint has not been addressed in a timely and appropriate manner. The Whistleblower Policy is published on the Mphasis website at <http://www.mphasis.com/contact.html>. The Whistleblower campaign is carried across the Company on a periodic basis to ensure that the employees are aware of the existence of such reporting mechanism.

GREEN INITIATIVE

The Companies Act, 2013 has recognized the electronic delivery of the documents. In compliance with the provisions of the Companies Act, 2013, rules made thereunder and to support the green initiative in Corporate Governance, the Company proposes electronic delivery of Notices for General Meetings, Annual Reports and other communications to the members through e-mail. The e-mail addresses indicated in the respective Depository Participant (DP) accounts will be deemed to be the registered e-mail address of the members holding shares in dematerialized form and shall be used for electronic delivery of the documents. Members holding shares in physical form who have consented in writing for receiving documents by electronic mode shall be considered for electronic delivery of the documents. Members holding shares in electronic or physical mode, who have not registered their e-mail addresses and changes therein, are therefore requested to get their e-mail addresses registered or updated with the DP or the Company, as the case may be.

Full text of the above said documents will also be displayed on the website of the Company, www.mphasis.com  and all other applicable requirements under the provisions of the Companies Act, 2013 and rules made thereunder will be duly complied with. In case any member would like to receive physical copies of these documents, the same shall be forwarded upon request.

Pursuant to Section 108 of the Companies Act, 2013 (Companies Management and Administration) Rules, 2014 and Clause 35B of the listing agreement, your Company is pleased to provide the e-voting facility to its members to vote on the resolutions proposed at the ensuing Annual General Meeting. The detailed instructions in connection with the e-voting are given in the Corporate Governance Report and notice of the Annual General Meeting.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Ms. Mary Teresa Hassett was appointed on the Board as an additional director effective 30 September 2014. Pursuant to the provisions of Section 161 of the Companies Act, 2013, the additional director holds office until the date of the ensuing Annual General Meeting. However, the Company has received notice under Section 160 of the Companies Act, 2013, from a member along with requisite deposit proposing the candidature of the additional director to the office of directorship. Accordingly, necessary resolution in relation to the appointment of the director is placed before the members at the ensuing Annual General Meeting. The Board recommends the appointment of the director. Ms. Mary Teresa Hassett is also the Woman Director appointed under the provisions of the law.

The Company has received notices from a shareholder proposing the appointment of all the existing Independent Directors for tenure as allowed under the provisions of the law. Accordingly, necessary resolution in relation to appointment of Independent Directors is also placed before the members at the ensuing Annual General Meeting. The Company has received declarations from all the Independent Directors confirming that they meet the criterion of independence as per law and have consented for being appointed as an Independent Director.

All of above Independent Directors are eminent personalities in their respective fields. Considering their vast experience and knowledge, the Board considers that their continued association would be of immense benefit to the Company.

Mr. Chandrakant D Patel resigned from the Board effective closing hours of 30 September 2014. He joined the Board in December 2012. The Board places on record its appreciation for the valuable services rendered by him during his tenure as a director.

Further, in accordance with Section 152 of the Companies Act, 2013, Mr. Shankar Maitra and Mr. Stefan Antonio Lutz will retire by rotation and are eligible for re-election.

Further to review of the assessment carried out and taking in to account the recommendations of the Nomination and Remuneration Committee, the Board recommends the appointment of the above directors in the ensuing Annual General Meeting.

The profiles of the present directors including the directors seeking appointment and re-appointment at the ensuing Annual General Meeting are provided in the Annual Report.

During the year, Mr. V. Suryanarayanan, Interim Chief Financial Officer was appointed as the Chief Financial Officer of the Company effective 1 August 2014.

STATUTORY AUDITORS

S R Batliboi & Associates LLP (registration No.101049W), Chartered Accountants have completed 7 years tenure as the Statutory Auditors of the Company. In view of the provisions of Companies Act, 2013 and the rules made there under, they are eligible to be re-appointed as auditors for another term of 3 years.

S R Batliboi & Associates LLP (registration No.101049W), Chartered Accountants, being eligible for re-appointment, in terms of provisions of Section 141 of the Companies Act, 2013, have expressed their willingness to continue in office from the conclusion of this Annual General Meeting till the conclusion of twenty seventh Annual General Meeting. A resolution proposing their re-appointment from the conclusion of this Annual General Meeting till the conclusion of the twenty seventh Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting, at a remuneration to be fixed by the Board of Directors and billed progressively, is submitted at the Annual General Meeting.

The Board recommends the appointment of the Statutory Auditors.

SECRETARIAL AUDITOR

The Board in its meeting held on 13 February 2015 approved the appointment of Mr. S P Nagarajan, Practising Company Secretary, as the Secretarial Auditor of the Company for the financial year ended 31 March 2015. As required under the provisions of Section 204 of the Companies Act, 2013, the secretarial audit for FY 2015 has been concluded and the Secretarial Audit Report in Form No. MR-3 is annexed and forms part of the Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Information as per Section 134(5) of the Companies Act, 2013, is annexed and forms part of the Report.

OTHER DISCLOSURES

SUBSIDIARIES

As on 31 March 2015, your Company has subsidiaries in Australia, Belgium, Bulgaria, Canada, France, Germany, India, Ireland, Mauritius, the Netherlands, People's Republic of China, Republic of Indonesia, Philippines, Poland, Singapore, the United Kingdom and the United States of America.

As per Section 129 of the Companies Act, 2013, statement containing salient features of the financial statements of subsidiaries in the prescribed form is annexed to this Report.

During the year, the Hon'ble High Court of Karnataka had approved the amalgamation of Mphasis Finsource Limited with the Company vide its Order dated 18 August 2014 with effect from 1 April 2013, being the effective date of the amalgamation. The copy of the Order was filed with the Registrar of Companies as required under Companies Act, 2013 and with the Stock Exchanges.

The latest audited accounts of the subsidiary Companies are available for inspection of the members at the Registered Office of the Company and is also being uploaded on the website of the Company, www.mphasis.com  A copy of the same shall be sent to the members upon request.

EMPLOYEES STOCK OPTION PLANS AND RESTRICTED STOCK UNIT PLANS

Your Company's Employee Stock Option Plans (ESOP) are administered through the BFL Employees Equity Reward Trust and the Restricted Stock Unit Plans (RSUs) and Mphasis Employees Stock Option Plan - 2012 (ESOP 2012 Plan) are administered through Mphasis Employees Benefit Trust.

Your Company currently has three stock option plans in operation, namely, ESOP 1998 Plan (Version I and II), ESOP 2004 and ESOP 2012, in addition to the RSU 2010 Plan and RSU 2014 Plan. During the year, 1,300 shares were allotted under ESOP 1998 Plan II and 4,702 shares were allotted under ESOP 2004 against exercise of options by the employees. Further, pursuant to exercise applications made by the employees, the Company has transferred 26,675 equity shares towards exercise of RSUs under RSU 2010 Plan.

The Company is in the process of aligning to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and shall comply with the new regulations within the statutory time limits prescribed thereunder. The information to be disclosed as per SEBI (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Companies (Share Capital and Debentures) Rules, 2014, are annexed and forms part of this Report.

Further to approval of the shareholders at its Annual General Meeting held on 30 July 2014, during the year, the Company obtained in-principle approval for the Restricted Stock Units Plan 2014 (RSU 2014) from Bombay Stock Exchange Limited on 28 August 2014 and the National Stock Exchange of India Limited on 1 September 2014. Further to this, the ESOP Compensation Committee granted 470,000 stock units to eligible employees on 20 October 2014.

DIRECTORS' INTEREST AND RELATED PARTY DISCLOSURES

No director was interested in any contracts or arrangements existing during or at the end of the year that was significant in relation to the business of the Company. No director holds any shares or stock option in the Company as on 31 March 2015 except Mr. Balu Ganesh Ayyar, Chief Executive Officer, who holds 17,010 shares and Restricted Stock Units and Stock Options aggregating to 94,000 units. None of the directors had any other interest in the share capital of the Company as at 31 March 2015. The particulars of the contract or arrangements with the Related Parties in form AOC-2 is annexed and forms part of this report.

FORMULATION OF RESTRICTED STOCK UNITS PLAN 2015 3

The Board of Directors of the Company, in its meeting held on 29 July 2015, has proposed to institute Mphasis Restricted Stock Unit Plan 2015 (RSU 2015) with the underlying shares not exceeding 2.5 million equity shares, with a view to achieve management participation in the ownership and growth of the Company and to encourage value creation and value sharing with key employees and to retain such key employees.

The RSUs are proposed to be granted at the face value of Rs. 10 per share and the shares arising out of the exercise of RSUs is proposed to be acquired from market. The RSU 2015 Plan would confirm to the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and applicable provisions of the Companies Act, 2013. In line with the provisions of the law, necessary resolutions in relation to the RSU 2015 are placed before members for approval.

SHARE CAPITAL

The Issued Share Capital of the Company as on 31 March 2015 stood at Rs.  2,101 million and Reserves and Surplus stood at Rs.  52,696 million (consolidated basis) and Rs.  38,394 million (standalone basis) respectively.

PARTICULARS OF EMPLOYEES' REMUNERATION

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. However, in terms of Section 136(1) of the Companies Act, 2013, the Report is being sent to the Members excluding the aforesaid Annexure and shall be available for inspection of the members, till the date of the Annual General Meeting, at the registered office of the Company during working hours. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

In terms of proviso to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees posted and working in a country outside India is not circulated to the members, but the same shall be filed with the Registrar of Companies while filing the Financial Statements and Board's Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as at 31 March 2015 in Form MGT-9 is annexed and forms part of the Report.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 are disclosed in the financial statements of the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO AND DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

A. CONSERVATION OF ENERGY:

Your Company's operations involve low energy consumption. Mphasis is committed on conserving energy. The key facilities have been awarded 5 star, 4 star or 3 star rating by Bureau of Energy Efficiency, Government of India (BEE). The rating is nationally accepted industry benchmark and Mphasis has been the twelfth Company in India to be certified by BEE. The Company has installed lighting energy savers and LED light fixtures, occupancy sensors, enthalpy system, automatic operation of AC system at data center and solar inverters at certain facilities to minimize power consumption. The carbon foot prints are monitored on a monthly basis and reported to Carbon Disclosure Project (CDP), an international, not-for-profit organization providing the only global system for companies and cities to measure, disclose, manage and share vital environmental information. CII Godrej Green Building Council has awarded 'Greenco' rating for Mphasis Mangalore facility. One of our facility, WTC 4 Bengaluru, has been certified LEED (Leadership in Energy and Environmental Design) Gold by United Sates Green Building Council (USGBC). During FY 2015, the Company has invested X 126 Million towards energy conservation equipments. Your Company is one of the few IT companies in India who has implemented captive renewable energy generation in multi-locations as part of its sustainability program.

B. TECHNOLOGY ABSORPTION:

Particulars relating to technology absorption are not applicable

D. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

There were no significant material orders passed by the Regulators or the Courts, Tribunals impacting the going concern status and companies operations in future.

DEPOSITS

Your Company has not accepted any deposits from the public and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.

ACKNOWLEDGMENT

Your directors acknowledge with thanks the continued support and valuable co-operation extended by the business constituents, investors, vendors, bankers and shareholders of the Company. Your directors wish to thank Hewlett-Packard Company for their continued support. The directors place on record their appreciation for the support from the Software Technology Parks of India, the Department of Electronics, the Government of India, Government of Karnataka, NCT Delhi, Maharashtra, Tamil Nadu, Gujarat, Madhya Pradesh, Chhattisgarh, Pondicherry, Orissa, Rajasthan, Reserve Bank of India, other governmental agencies, Trade Associations and NASSCOM.

Your directors would like to place on record their appreciation for the contribution made by the employees of the Company and its subsidiaries and associates.

For and on behalf of the Board of Directors

FRIEDRICH FROESCHL

Chairman

Date : 22 May 2015

Place : Santa Clara, CA (USA)