Dear NIIT Shareowner,
Your Directors take pleasure in presenting the 40th Annual
Report along with the Audited Financial Statements (Standalone and Consolidated) for the
financial year ended March 31, 2023.
Financial Highlights
On May 19, 2023, the National Company Law Tribunal (NCLT), Chandigarh
Bench sanctioned/ approved the Composite Scheme of Arrangement between NIIT Limited
(‘the Transferor Company' or ‘NIIT') and NIIT Learning Systems Limited
(‘the Transferee Company' or ‘NLSL') and their respective shareholders
and creditors (‘Scheme'), which was made effective on May 24, 2023 by filing of
the certified copies of the NCLT Orders sanctioning the Scheme with Registrar of
Companies, NCT of Delhi & Haryana. Pursuant to the Scheme becoming effective, the CLG
Business Undertaking ("Demerged Undertaking") is demerged from NIIT and
transferred to and vested in NLSL with effect from April 1, 2022 i.e. the Appointed Date
as per Scheme.
Statement of profit and loss for the year ended March 31, 2022 have
been restated by the Company to give effect of the Scheme. The transferred business as
defined in the ‘Scheme' have been disclosed as ‘Discontinued
Operations' in the consolidated financial statements for the year ended March 31,
2022, as per the requirements of Ind AS 105 - "Non-current Assets Held for Sale and
Discontinued Operations".
The assets and liabilities of the Demerged Undertaking were transferred
at their book value as appearing in the books of the transferor company with effect from
April 1, 2022 i.e. the Appointed Date as per Scheme.
Your company's consolidated revenue from operations for current
year is Rs. 3,413 million as against Rs. 2,506 million in the previous year and the profit
after tax is Rs. 111 million as against Rs. 317 million in the previous year from
continuing operations.
Your company's standalone revenue from operations for the current
year is Rs. 1,574 million as against Rs. 1,258 million in the previous year, and the
profit/ (loss) after tax is Rs. (144) million as against Rs. 872 million in the previous
year from continuing operations.
The highlights of your Company's financial results for the
financial year (FY) April 1, 2022, to March 31, 2023, (FY23) are as follows:
(Amounts in Rs. Million)
Particulars |
CONSOLIDATED |
STANDALONE |
|
March 31,2023 |
March 31,2022 |
March 31,2023 |
March 31,2022 |
Continuing and Discontinued
Operations |
|
|
INCOME |
|
|
|
|
| Revenue from operations |
3,413 |
2,506 |
1,574 |
1,258 |
| Other Income |
381 |
404 |
394 |
1,150 |
Total Income |
3,794 |
2,911 |
1,968 |
2,408 |
Total Expenses |
3,625 |
2,648 |
2,113 |
1,638 |
Profit / (Loss) before
exceptional items and tax |
169 |
262 |
(145) |
769 |
| Exceptaonal items |
(10) |
(29) |
(10) |
(23) |
Profit / (Loss) before Tax |
159 |
233 |
(155) |
746 |
| Tax Expenses |
48 |
(84) |
(11) |
(126) |
Profit / (Loss) for the
year from continuing operations |
111 |
317 |
(144) |
872 |
Profit / (Loss) after tax for
the year from discontinued operations |
(28) |
1,981 |
(28) |
551 |
Profit / (Loss) for the year |
84 |
2,299 |
(171) |
1,423 |
Profit attributable to |
|
|
|
|
| Owners of NIIT Limited |
32 |
2,262 |
(171) |
1,423 |
| Non-controlling interests |
52 |
37 |
- |
- |
Earnings /(Loss) per equity
share for Continuing Operations: |
|
| Basic EPS (Rs.) |
0.45 |
2.09 |
(1.07) |
6.49 |
| Diluted EPS (Rs.) |
0.44 |
2.04 |
(1.07) |
6.34 |
Earnings / (Loss) per equity share for
Discontinued Operations: |
| Basic EPS (Rs.) |
(0.21) |
14.74 |
(0.21) |
4.10 |
| Diluted EPS (Rs.) |
(0.21) |
14.39 |
(0.21) |
4.00 |
Earnings / (Loss) per equity share for
Continuing and Discontinued |
Operations: |
|
|
|
|
| Basic EPS (Rs.) |
0.24 |
16.83 |
(1.28) |
10.59 |
| Diluted EPS (Rs.) |
0.23 |
16.43 |
(1.28) |
10.34 |
Business Operations
The Composite Scheme of Arrangement (Scheme) for Transfer of Corporate
Learning Business to NIIT Learning Systems Limited (NLSL) has been made effective on May
24, 2023. The Appointed Date for the Scheme is April 1, 2022. The financials for NIIT
Limited reflect impact of this transfer from the Appointed Date and are not comparable to
previously declared financials. The Company achieved Revenue of Rs. 3,413 million which
was up 36% YoY. Training for Early Career professionals was Rs. 1,838 Mn and was up 15%
YoY. This comprised 54% of the revenue for the year. The balance, 46% of revenue, was
contributed by training for working professionals, with revenue of Rs 1,574 million and
was up 73% YoY. StackRoute & TPaaS Biz up 17% YoY and contribute 32% to SNC revenue.
For the full year, Technology programs contributed 80.3% to overall revenue with balance
being contributed by BFSI & Others (19.7%). The company trained over 178K
professionals during the year, across industries and learner categories.
The Company had acquired majority stake in RPS Consulting in October
2021. Growth in FY23 was aided by first full year of consolidation of RPS Consulting with
NIIT. Many GSI's reported a reduction in headcount indicating negative net hiring in
the fourth quarter due to prevailing uncertainty in the demand environment which also led
to compression in spending. Organic revenue was up 13% YoY despite impact of slowdown in
hiring in H2 FY23. EBITDA for the year was Rs. 10 million as compared to Rs. 25 million
despite continued investments in growth and impact of the environment during the year. A
detailed analysis of the overall performance is given in the Management Discussion and
Analysis Report, forming part of this Report.
Future Plans
With a continuing shift to Digital economy, the IT and BFSI sectors are
expected to continue to see an increasing demand for digital skills and therefore,
continue to offer a significant growth opportunity for NIIT. India has over 41 million
students enrolled in higher education, the number of college graduates entering the
workforce is second highest in the world. With about 5.4 million people employed by the
IT/ITES industry and a similar number in BFSI. College students, fresh graduates, and
working professionals aspiring to make a career in Technology, BFSI and other emerging
sectors in India represent a large untapped opportunity. Over the last two years, the
company has pivoted to digital learning, invested in new products, and strengthened the
leadership team. With a trusted brand, a scalable learning delivery platform, proven
methodologies that delivers superior outcomes for learners and a strong balance sheet,
NIIT is well positioned to accelerate Digital Talent Transformation for both Individuals
and Corporate customers.
NIIT plans to continue to invest in digital learning and deep-skilling
programs to scale the business. In addition, company is working on a number of new
opportunities across sectors undergoing digital transformation to offer deep skilling
programs. Over the next few years, NIIT expects to reestablish the Company as a premium
provider of digital talent.
Dividend
The Board of Directors have not recommended any dividend for the
financial year 2022-23.
Transfer to Reserves
The Company has not transferred any sum to the General Reserve for the
financial year 2022-23.
Material changes and commitments, if any, affecting the financial
position of the Company
There have been no material changes and commitments affecting the
financial position of the Company during FY23, other than those explained herein.
There has been no change in the nature of the business of the Company.
Share Capital
During the year under review :
- there has been no change in the Authorized Share Capital of the
Company; - the Company has allotted 6,97,113 equity shares to the eligible employees on
the exercise of stock options granted under the NIIT Employee Stock Option Plan 2005; -
there was no buyback by the Company.
Scheme of Arrangement
Your Board of Directors had, at its meeting held on January 28, 2022,
approved Composite Scheme of Arrangement between NIIT Limited ("the Transferor
Company" or "NIIT" or "the Company") and NIIT Learning Systems
Limited (formerly known as Mindchampion Learning Systems Limited), a wholly owned
subsidiary of the Company ("the Transferee Company" or "NLSL") and
their respective shareholders and creditors ("the Scheme") as per the provisions
of Sections 230-232 and any other applicable provisions of the Companies Act, 2013
("the Act"), the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), and in
terms of SEBI Circular No. SEBI/HO/ CFD/DIL1/CIR/P/2021/000000065 dated November 23,
2021as amended. The Scheme was approved by the Hon'ble NCLT by way of its Order dated
May 19, 2023. The Effective Date of the Scheme was May 24, 2023, with effect from the
Appointed Date i.e., April 1, 2022. Pursuant to the Scheme, the CLG Business Undertaking
of the Company has been demerged into NLSL with effect from the Appointed Date.
Subsidiaries, Joint Ventures and Associate Companies
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of each of the Company's subsidiaries, associates and
joint venture companies are provided in the prescribed Form AOC-1, annexed herewith as "Annexure-A",
forming part of this Report.
The list of subsidiaries, joint ventures, and associates of the
Company, including the change (if any) during the year, is provided in Form AOC-1 and
notes to the standalone financial statement of the Company.
During the year under review: a) NIIT (USA), Inc, a wholly owned
subsidiary company of NIIT Limited has acquired 100% membership interest in St. Charles
Consulting Group LLC on November 4, 2022, forming part of CLG business Undertaking. b)
Your Company had executed a Share Purchase Agreement ("SPA") and other
transaction documents with RPS Consulting Private Limited ("RPS") and its
promoters on October 1, 2021, to acquire 100% equity shareholding from promoters/existing
shareholders in RPS in three tranches. Your Company had acquired 70% equity shareholding
(on a fully diluted basis) in RPS on October 1, 2021, 20% equity shareholding (on a fully
diluted basis) in RPS on December 22, 2022, while the balance 10% shareholding of RPS was
also acquired by the Company on May 15, 2023. Subsequently, RPS became wholly owned
subsidiary of the Company. c) NllT Mexico, S. DE R.L. DE C.V. was incorporated on February
23, 2023 , as a step-down subsidiary of the Company by NIIT (USA) Inc., USA, (a wholly
owned subsidiary of the Company). d) NllT Brazil LTDA was incorporated on March 23, 2023,
as a step-down subsidiary of the Company by NIIT (USA) Inc., USA, (a wholly owned
subsidiary of the Company).
Pursuant to Scheme of Arrangement, following entities got transferred
and vested into NIIT Learning Systems Limited, being a part of CLG Business Undertaking:
a) NIIT USA Inc, USA
Stackroute Learning Inc, USA [subsidiary of entity at serial no. (a)]
St. Charles Consulting Group, LLC [subsidiary of entity at serial
no.(a) w.e.f. November 4, 2022]
Eagle Training Spain, S.L.U [subsidiary of entity at Serial no. (a)]
NIIT Mexico, S. DE R.L. DE C.V. [subsidiary of entity at serial no. (a)
- incorporated on February 23, 2023]
NIIT Brazil LTDA [subsidiary of entity at serial no. (a) - incorporated
on March 23, 2023] b) NIIT Limited, UK c) NIIT Malaysia Sdn. Bhd, Malaysia d) NIIT
(Ireland) Limited
NIIT Learning Solutions (Canada) Limited (subsidiary of entity at
serial no. d) e) NIIT West Africa Limited
Consolidated Financial Statement
Pursuant to Section 129 of the Act and Regulation 34 of the Listing
Regulations, the Consolidated Financial Statement of the Company is attached herewith, as
prepared in accordance with the provisions of the Act.
Pursuant to the provisions of Section 136 of the Act, the audited
financial statements of the Company (Standalone and Consolidated) along with the relevant
documents and the audited accounts of each of its subsidiaries are available on the
website of the Company, i.e., https://www.niit.com/
india/investors/Pages/Subsidiaries-Financials The same shall also be available for
inspection by members upon request.
Directors
As per the provisions of Section 152 of the Act, Mr. Parappil Rajendran
(DIN: 00042531) and Mr. Sapnesh Kumar Lalla (DIN : 06808242) retire by rotation at the
forthcoming Annual General Meeting ("AGM") of the Company, and being eligible,
offer themselves for re-appointment. The relevant details are provided in the Notice. The
Board recommends the appointment of aforesaid directors, retiring by rotation, to the
members for their approval at the forthcoming annual general meeting by passing ordinary
resolutions.
After closure of the financial year : a) Mr. Rajendra Singh Pawar, was
redesignated as Executive Chairman of the Company, liable to retire by rotation, w.e.f.
May 24, 2023. b) Mr. Sapnesh Kumar Lalla ceased to be Executive Director & Chief
Executive Officer of the Company, w.e.f. May 24, 2023 and redesignated as Non-Executive
Director of the Company, liable to retire by rotation. c) Mr. Ravinder Singh and Ms.
Sangita Singh, Independent Directors of the Company, had resigned from the Board of the
Company with effect from May 24, 2023 due to their appointment as Independent Director on
the Board of NIIT Learning Systems Limited and and their not being able to give sufficient
time. d) Ms. Leher Vijay Thadani resigned from the Board of the Company with effect from
May 24, 2023 due to her appointment as Non-executive Director of NLSL and her not being
able to give sufficient time.
The Board placed on record its appreciation for the valuable
contribution and guidance by Mr. Ravinder Singh, Ms. Sangita Singh and Ms. Leher Vijay
Thadani during their tenure as Directors of the Company. e) Further, based on the
recommendation of the Nomination & Remuneration Committee ("NRC"), the Board
on May 24, 2023, had appointed Mr. Srikanth Velamakanni as additional Independent
Director, not liable to retire by rotation, for a term of five consecutive years
commencing from May 24, 2023. The Company has received declarations from all the
Independent Directors confirming that they meet the criteria of Independence as prescribed
under the Act and Listing Regulations.
Further, in the opinion of the Board and on the basis of declaration of
independence provided by the Independent Directors, they all fulfill the conditions
specified in the Act and Rules made thereunder, read with the applicable regulations of
Listing Regulations, for their appointment as Independent Directors of the Company and are
independent of the management.
All Independent Directors have registered themselves with the Indian
Institute of Corporate Affairs for the inclusion of their name in the data bank of
independent directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment
and Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall
comply with other requirements, as applicable under the said rule.
Key Managerial Personnel
As on March 31, 2023, the following officials were the "Key
Managerial Personnel" of the Company in terms of provisions of the Act:
• Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director
• Mr. Parappil Rajendran, Joint Managing Director
• Mr. Sapnesh Kumar Lalla, Executive Director & Chief
Executive Officer
• Mr. Sanjay Mal, Chief Financial Officer
• Mr. Deepak Bansal, Company Secretary
After closure of the financial year, pursuant to the Scheme and in
order to ensure continuity of management participation and benefit NLSL with the vast
experience and knowledge of Mr. Sapnesh Kumar Lalla (Executive Director & Chief
Executive Officer), Mr. Sanjay Mal (Chief Financial Officer) and Mr. Deepak Bansal
(Company Secretary), their employment was transferred as part of CLG business undertaking
to NLSL. Accordingly, Mr. Sapnesh Kumar Lalla, Mr. Sanjay Mal and Mr. Deepak Bansal ceased
in the employment of the Company and consequently, they also ceased to be Key Managerial
Personnel in terms of the provisions of Section 203 of the Companies Act, 2013, w.e.f. May
24, 2023. Further, the Board on the recommendation of Nomination & Remuneration
Committee, on May 24, 2023 approved the appointment of Mr. Sanjeev Bansal as Chief
Financial Officer and Ms. Arpita Bisaria Malhotra as Company Secretary of the Company.
Consequently, they were also appointed as Key Managerial Personnel in terms of the
provisions of Section 203 of the Companies Act, 2013. As on the date of this Report, the
following officials are the "Key Managerial Personnel" of the Company in terms
of provisions of the Act:
• Mr. Vijay Kumar Thadani, Vice Chairman & Managing Director
• Mr. Parappil Rajendran, Joint Managing Director
• Mr. Sanjeev Bansal, Chief Financial Officer
• Ms. Arpita Bisaria Malhotra, Company Secretary
Meetings of the Board
During the year under review, nine (9) Board Meetings were convened and
held. The intervening gap between the two meetings was within the period prescribed under
the Act and Listing Regulations. For further details, please refer to the Corporate
Governance Report, forming part of this Report.
Board Evaluation
Pursuant to the provisions of the Act and Listing Regulations, the
Board has carried out the annual performance evaluation for itself, the Directors
individually (including the Chairman of the Board), as well as the evaluation of the
working of its Audit Committee, Nomination and Remuneration Committee, Corporate Social
Responsibility Committee, Stakeholders' Relationship Committee, and Risk Management
Committee.
Inputs were received from the Directors, covering various aspects of
the Board's functioning, such as the adequacy of the composition of the Board and its
Committees, its effectiveness, ethics and compliances, the evaluation of the
Company's performance, and internal control and audits. A separate exercise was
carried out to evaluate the performance of individual Directors, including the Chairman of
the Board, who were evaluated on parameters such as the level of engagement and
contribution, effective participation in Board/Committee Meetings, independence of
judgment, safeguarding the interest of the Company and its minority shareholders,
providing expert advice to the Board, the Board Skills matrix, and contributing in
deliberations while approving related party transactions.
Directors' Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Act, the Directors
of your Company hereby state and confirm that: a) in the preparation of the Annual
Accounts, the applicable Accounting Standards have been followed along with the proper
explanation relating to material departures; b) the Directors have selected such
Accounting Policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company at the end of FY23 and of the profit & loss of the Company for that
period; c) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts on the going concern basis; e) the
Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and f)
the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Secretarial Standards
The Directors state that the applicable mandatory Secretarial
Standards, i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and
SS-2: Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India, have been followed by the Company.
Statutory Auditors
M/s. S. R. Batliboi & Associates LLP, Chartered Accountants,
Gurugram (FRN 101049W/ E300004), were appointed as Statutory Auditors of the Company, for
second term of 5 (five) consecutive years, at the AGM held on August 05, 2022. The
Statutory Auditors have confirmed that they are eligible and qualified to continue as
Statutory Auditors of the Company.
Statutory Auditors' Report
The notes on the Financial Statements (Standalone and Consolidated)
referred to in the Auditors' Reports are self- explanatory and do not require any
further comments. The Auditors' Reports do not contain any qualification, reservation
or adverse remark.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed PI
& Associates, Practicing Company Secretaries, as Secretarial Auditors to conduct
secretarial audit of the Company for FY23. The Secretarial Audit Report for FY23 is
annexed herewith as "Annexure B" forming part of this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
Cost Accounts and Cost Auditors
The cost accounts and records are made and maintained by the Company,
as required in accordance with the provisions of Section 148 of the Act.
Pursuant to the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, the Board appointed Ramanath Iyer and Co.,
Cost Accountants, as the Cost Auditors of the Company, for conducting the audit of cost
records of products/services of the Company for FY23. The ratification of remuneration
payable to the Cost Auditors is being sought from the members of the Company at the
forthcoming AGM.
Reporting of Frauds by Auditors
During the year under review, Statutory Auditors, Secretarial Auditors
and Cost Auditors did not report any instances of fraud committed against the Company by
its officers or employees as specified under Section 143(12) of the Act. Hence, no detail
is required to be disclosed under Section 134(3)(ca) of the Act.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report, pursuant to Regulation
34(2)(e) read with Para B of Schedule V of the Listing Regulations, is given as a separate
section and forms a part of this Report.
Corporate Governance Report
Your Company continues to adhere to the Corporate Governance
requirements set out by the SEBI and is committed to the highest standard of Corporate
Governance. Your Company has complied with all the mandatory requirements relating to
Corporate Governance in the Listing Regulations. The Corporate Governance Report pursuant
to the requirement of Listing Regulations is given as a separate section and forms a part
of this Report. The Certificate from the Secretarial Auditors confirming the compliance
with the conditions of the Corporate Governance stipulated in Para E of Schedule V of
Listing Regulations is also annexed to the said Corporate Governance Report.
Corporate Social Responsibility
Pursuant to the requirements of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a
Corporate Social Responsibility (CSR) Committee. The detail of the Committee is mentioned
in the Corporate Governance Report, forming part of this Report. The CSR Policy of the
Company is available on the website of the Company at https://www.
niit.com/authoring/Documents/New-Disclosures/CSR%20 Policy%20w.e.f.%205.2.2021.pdf During
the financial year 2022-23, the Company had spent Rs. 15.30 million on CSR activity.
The Report on the CSR activities in the prescribed format, approved by
the CSR Committee on May 29, 2023, is given in "Annexure C", forming part
of this Report.
Related Party Transactions
The Board of Directors of the Company has on the recommendation of the
Audit Committee, adopted a Related Party Transactions Policy for identifying, reviewing,
and approving transactions between the Company and the Related Parties, in compliance with
the applicable provisions of the Listing Regulations, the Act and the Rules thereunder.
All Related Party Transactions entered into by the Company during the year were in the
ordinary course of business and on an arm's length basis. There was no material
related party transaction made by the Company with Promoters, Directors, Key Managerial
Personnel, or other related parties, which may have a potential conflict with the interest
of the Company at large. All Related Party Transactions were approved by the Audit
Committee and were also placed in the Board meetings as a good Corporate Governance
practice.
A statement of all Related Party Transactions is presented before the
Audit Committee on a quarterly basis, and prior/ omnibus approval is also obtained,
specifying the nature, value and terms and conditions of the transactions.
None of the transactions with the related parties falls under the scope
of Section 188(1) of the Act. The details of Related Party Transactions pursuant to
Section 134(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in the
prescribed Form No. AOC 2 is given in "Annexure D", forming part of this
Report.
Internal Financial Controls
A detailed note on the Internal Financial Controls system and its
adequacy is given in the Management Discussion and Analysis Report, forming part of this
Report. The Company has designed and implemented a process-driven framework for internal
financial controls within the meaning of explanation to section 134(5)(e) of the Act. For
FY23, the Board is of the opinion that the Company has sound Internal Financial controls
commensurate with the nature and size of its business operations, wherein controls are in
place and operating effectively.
The Company's risk management mechanism is detailed in the
Management Discussion and Analysis Report.
Statutory Committees
The details of the Committees of the Board, viz., Audit Committee,
Nomination & Remuneration Committee, Corporate Social Responsibility Committee,
Stakeholders' Relationship Committee and Risk Management Committee constituted in
compliance with the provisions of the Act and Listing Regulations are provided in the
Corporate Governance Report, forming part of this Report.
Statutory Policies/Codes
In compliance with the various provisions of the Act and Listing
Regulations, the Company has the following policies/ codes:
• Policy on Determination of Material Subsidiaries
• Policy on Determination of Materiality for Disclosure
• Policy on Related Party Transactions
• Nomination and Remuneration Policy
• Code of Conduct to Regulate, Monitor and Trading by Designated
Persons
• Code of Practices and Procedures for Fair Disclosure of UPSI
• Policy for Procedure of Inquiry in Case of Leak of UPSI
• Archival Policy
• Whistle Blower Policy
• Code of Conduct
• Corporate Social Responsibility Policy
• Dividend Distribution Policy
The Company has a policy on "Prevention of Sexual Harassment of
Women at Workplace" and matters connected therewith or incidental thereto, covering
all the aspects as contained under "The Sexual Harassment of Women at Workplace
(Prohibition, Prevention, and Redressal) Act, 2013." The details of the Internal
Complaint Committee (ICC) and status of complaints is provided in the Corporate Governance
Report, forming part of this Report.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination &
Remuneration Committee, adopted the Nomination and Remuneration Policy, as stated in the
Corporate Governance Report.
Vigil Mechanism
Pursuant to the provisions of Sections 177(9) & (10) of the Act and
Regulation 22 of Listing Regulations, the Company has established a vigil mechanism for
directors and employees to report genuine concerns, as stated in the Corporate Governance
Report.
Dividend Distribution Policy
Pursuant to the provisions of Regulation 43A of Listing Regulations,
the Dividend Distribution Policy is given in "Annexure E", forming part
of this Report and is also available on the website of the Company at https://
www.niit.com/authoring/Documents/New-Disclosures/ Dividend%20Distribution%20Policy.pdf
Business Responsibility Sustainability Report
Pursuant to the provisions of Regulation 34 of the Listing Regulations,
a separate section on Business Responsibility Sustainability Reporting forms a part of
this Annual Report.
Information Relating to Conservation of Energy, Technology Absorption,
Research and Development, Exports, and Foreign Exchange Earnings and Outgo:
a) Conservation of energy
Although the operations of the Company are not energy-intensive, the
management has been highly conscious of the criticality of conservation of energy at all
the operational levels and efforts are being made in this direction on a continuous basis.
Adequate measures have been taken to reduce energy consumption, whenever possible, by
using energy-efficient equipment. The requirement of disclosure of particulars with
respect to conservation of energy as prescribed in Section 134(3) of the Act read with the
Companies (Accounts) Rules, 2014, is not applicable to the Company and hence not provided.
b) Technology absorption
The Company believes that technological obsolescence is a reality. In
its endeavour to obtain and deliver the best, your Company has entered into alliances/
tie-ups with major global players in the Information Technology industry to harness and
tap the latest and best technology in its field, upgrade itself in line with the latest
technology in the world, and deploy/ absorb technology wherever feasible, relevant, and
appropriate. The key areas where technology has made an impact are marketing and customer
acquisition, digital online learning delivery, and mobile app-based learning and
engagement. Technology has been deployed to enable staff members to work securely from
home or anywhere. A productivity platform, including a common collaboration platform has
been implemented to ensure seamless work delivery and management. A personal Security
Umbrella along with multifactor authentication has been implemented to further enhance
security. Security Event and Incident Management monitoring systems have been deployed to
accelerate threat detection and efficient incident response.
c) Research and development
Y our Company believes that in addition progressive thought, it is
imperative to invest in research and development to ascertain future exposure and prepare
for challenges. Only progressive research and development will help us measure up to
future challenges and opportunities. We invest in and encourage continuous innovation.
Capability was developed to create digital point solutions. Digital point solutions are
assembled quickly to help deliver impactful solutions to customers. With this model, the
speed of delivery has improved significantly. An innovative online training delivery
platform with unique learning analytics was included in digital point solutions. During
the year under review, the expenditure is not significant in relation to the nature and
size of the operations of your Company.
d) Foreign exchange earnings and outgo:
(i) Activities relating to exports, initiatives taken to increase
exports, development of new export markets for products and services and export plans: The
Company exports customized learning content and other services to its overseas clients to
meet their varying learning needs. The Company develops content in a range of subjects for
a widely varied audience. The Company will continue to strengthen its presence in China,
and other emerging markets, with a view to increase exports.
(ii) T otal foreign exchange earned and used:
The details of foreign exchange earned in terms of actual inflows and
the foreign exchange outgo in terms of actual outflows, during the year are as follows:
(Rs. million)
Particulars |
FY |
FY |
|
2022 23 |
2021 22 |
| Foreign Exchange Earnings |
90 |
3,306 |
| Foreign Exchange Outflow |
59 |
400 |
Particulars of Loans, Guarantees, or Investments
Detail of Loans, Guarantees or Investments (if any) covered under the
provisions of Section 186 of the Act is given in the Notes to the Financial Statement.
Annual Return
The Annual Return as required under Section 134 (3) read with 92(3) of
the Act is available on the website of the Company at
https://www.niit.com/india/investors/Pages/ Annual-Return
General
Your Directors state that no disclosure or reporting is required in
respect of the following matters, as there was no transaction on these items during the
year under review:
• Issue of equity shares with differential rights as to a
dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to the employees
of the Company under any scheme, except the Employees' Stock Options Plan referred to
in this Report.
• Any scheme or provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
• Managing or Whole-time Director of the Company who are in
receipt of commission from the Company and receiving any remuneration or commission from
any subsidiary Company.
• Significant or material orders passed by the Regulators or
Courts or Tribunals, which impact the going concern status of the Company and its
operation in future.
Public Deposits
In terms of the provisions of Sections 73 to 76 of the Act read with
the relevant rules made thereunder, your Company has not accepted any deposit from the
public.
Particulars of Employees
The statement containing the names and other particulars of employees
in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(as amended), is given in "Annexure F", forming part of this Report.
Human Resources
NIITians are the key resource for your Company. Your Company continued
to have a favorable work environment that encourages innovation and meritocracy at all
levels. A detailed note on human resources is given in the Management Discussion and
Analysis Report forming part of this Report. Employee relations remained cordial at all
the locations of the Company.
Employee Stock Options
The Company established the Employee Stock Option Scheme 2005 (ESOP
2005) with the objective of attracting and motivating employees by rewarding performance,
thereby retaining the best talent. The aim is to develop a sense of ownership among the
employees within the organization and to align your Company's stock option scheme
with the best practice in the industry. The Nomination and Remuneration Committee has
granted 30,40,000 Employee Stock Options [Grant #31 (23,70,000), #32 (20,000) and #33
(6,50,000)] at Rs. 352.70 per option/ share on July 19, 2022 and 30,000 Employee Stock
Options (Grant #34) at Rs. 351.90 per option/share on August 26, 2022 to the eligible
employees under ESOP 2005.
The grant-wise details of the Employee Stock Option Scheme are
partially provided in the Notes to Accounts of the Financial Statement in the Annual
Report. A comprehensive note is available on the Company's website at www.niit. com
and forms a part of this Report. The same shall also be available for inspection by
members upon request.
Acknowledgment
The Financial year 2022-23 continued to be a challenging period for the
business. The Directors express their gratitude to the Company's customers, business
partners, vendors, bankers, financial institutions, governmental and nongovernmental
agencies, and other business associates for their ongoing support. The Directors formally
acknowledge and appreciate the dedication and remarkable contributions made by the
Company's employees at all levels throughout the year, despite the enduring
challenges posed by the environment. Additionally, the directors thank the Governments of
all countries where the company has its operations and acknowledge the support and trust
of its shareholders. The Directors remain committed to enabling the company to achieve its
long-term growth objectives in the years ahead.
|
By Order of the Board |
|
For NIIT Limited |
|
Rajendra Singh Pawar |
Place: Gurugram |
Chairman |
Date: May 29, 2023 |
DIN: 00042516 |
|