DIRECTORS' REPORT 1. Clarification Note: With respect to the financial results for the year ended March 31, 2016 for Mastek Limited, please note that the current year figures are not comparable with the previous year, consequent to demerger of Insurance Products and Services business of Mastek Limited into "Majesco Limited" effective April 01, 2014. Dear Shareholders, The Board of Directors has pleasure to forward the following Report for the year ended March 31, 2016. 2. RESULTS OF OPERATIONS A) Mastek Consolidated Operations Financials On a consolidated basis, the Group registered total operating revenue of Rs. 52,693 lakhs for the year ended March 31, 2016 as compared to Rs. 101,258 lakhs for the year ended March 31, 2015. The Group registered a net profit of Rs. 1,374 lakhs in the year ended March 31, 2016 as compared to Rs. 1,773 lakhs in the year ended March 31, 2015. The U.K. operations contributed Rs. 50,370 lakhs in revenue for the year 2015-16, of which Rs. 27,785 lakhs (i.e. 55%) was contributed by the Government vertical and Rs. 7,117 lakhs by the Retail vertical. The share of total operating revenue of other regions, i.e. India and Asia Pacific as a percentage of total operating revenue of the Group was 4.5%. Profitability During the Year ended March 31, 2016, the Group earned a profit of Rs. 1,374 lakhs as compared to Rs. 1,773 lakhs for the year ended March 31 2015. The profits for the year ended 2015-16 were on account of the following: 1. Cost over-run of Rs. 3,200 lakhs on one customer account due to requirement of Onsite Security cleared resources 2. Exceptional cost on account of reorganization and de-merger related expenses of Rs. 254 lakhs. 3. Share of loss from Legal Practice Technologies (LPT) JV in UK region of Rs. 1,071.5 lakhs. Mastek standalone operations On a standalone basis, Mastek reported an operating income of Rs. 37,867 lakhs for the year ended March 31, 2016, as compared to Rs. 66,512 lakhs for the year ended March 31, 2015. The Company made a Net profit ofRs. 1,337 lakhs for the year ended March 31, 2016 as compared to Net Profit of Rs. 7,439 lakhs for the year ended March 31, 2015. Update on progress of Demerger On April 30, 2015, the Hon. High Court of Gujarat and Hon. High Court of Bombay approved the Scheme of Arrangement, which was earlier approved by the Stock Exchanges on December 09, 2014. The Scheme envisaged creation of independent listed Insurance business company by demerger of Insurance business of Mastek to MCPL (renamed as Majesco Limited - "Majesco"). Post demerger Majesco achieved automatically listing with stock exchanges and all the shareholders of Mastek as on June 15,2015 were allotted shares in Majesco in the same proportion (shares entitlement being 1:1 pursuant to Part II of the Scheme of Arrangement in terms of clause 11.1.1). 3. HOLDING AND SUBSIDIARIES Your Company continues to be the Holding Company of Mastek (UK) Limited, which in turn has IndigoBlue Consulting Ltd, UK and Digility Inc. USA as its subsidiaries. During the year under review, Mastek Ltd sold its entire shareholding in Mastek Asia Pacific Pte, Ltd. to Majesco Sdn Bhd, Malaysia for a consideration of SGD 380,000. Mastek Asia Pacific Pte Limited ceased to be a Subsidiary of your Company effective October 31, 2015. Your Company has one direct subsidiary, and two step down subsidiaries as at March 31, 2016 and the statement containing salient features of the financial statement of the subsidiary, in Form AOC-1 is given in Annexure 1. 4. INDUSTRY SCENARIO According to NASSCOM strategic Review 2016, Indian IT Services and BPM industry is expected to grow at 10-12% in FY17 in constant currency terms. By 2020, India's IT-BPM sector is projected to reach $ 200-225 billion revenue and $ 350-400 billion by 2025. Digital Technologies is expected to increase the addressable market for global technology services to $ 4 trillion by 2025. Over 80% of incremental expenditures over the next decade will be driven by digital technologies, such as platforms, cloud-based applications, big data analytics, mobile systems, social media, cyber security, and integration services with legacy technologies. Digital technologies will continue to drive the sector and reach 23%/>38% share by 2020/ 2025. According to Gartner's latest report, worldwide IT spending is forecast to total $3.54 trillion in CY2016, marginal increase of 0.6% over CY2015 spending of $3.52 trillion; largest U.S. dollar drop in IT spending since Gartner began tracking IT spending mainly impacted due to currency headwinds. By CY2019, spending is forecast to exceed $3.8 trillion. Global revenue in the business intelligence (BI) and analytics market is forecast to reach $16.9 billion in CY2016, an increase of 5.2% from CY2015. According to Gartner, Software market in India is expected to grow at 12.8% to reach $5.3 billion in CY2016. The enterprise software marketplace is dynamic and ever-changing. The growth is being driven by trends like increasing adoption of Software as a service (SaaS) and open source software (OSS), changing buying behaviours, Digital India initiative of the Indian government, mobility, influence of other emerging markets, cloud-based implementations and new consumption models. BI and Data Analytics Trends: According to Gartner, the BI and analytics market is in the final stages of a multiyear shift from IT-led, system-of-record reporting to business-led, self-service analytics. As a result, the modern business intelligence and analytics (BI&A) platform has emerged to meet new organizational requirements for accessibility, agility and deeper analytical insight. According to 451 research report, 'Software 2016: Analytics, Acceleration and Agility', data analytics will become more prevalent throughout the layers of technology businesses use, from development to IT management, and databases to customer experience management. This is happening as the natural result of the increasing digitization of business, which throws off massive amounts of new data. Along with that, new tools, techniques, and architectures provide the opportunity to analyze what could not previously be analyzed, and the chance exists for companies to differentiate themselves based on how they take advantage of that opportunity, the report says. Data Analytics will surge further ahead in the form of contextual analytics, according to 451 Research - that is, the combination of text and advanced analytics with Machine Learning to uncover insight from a combination of structured and unstructured data. Applying advanced analytics with Machine Learning has been an industry goal for the last decade, the report says. Adoption will kick into higher gear now that algorithms are better at understanding unstructured data like text, so that intelligence can be derived from it in context with existing structured data. IT Spending: Market Size Worldwide IT spending is forecast to total $3.54 trillion in 2016, marginal increase of 0.6% over CY2015 spending of $3.52 trillion impacted mainly due to currency volatility. In 2015 U.S. multinationals' faced currency headwinds however, in 2016 experts expect to go away these headwinds and they expect an additional 5% growth. Spending in the IT services is expected to return to growth in 2016, following a decline of 4.5% in 2015. IT services spending is projected to reach $940 billion in 2016, up 3.1% from 2015. This is due to accelerating momentum in cloud infrastructure adoption and buyer acceptance of the cloud model. According to a study released by Computer Economics, based on projections of IT spending plans by 86 organizations in the US and Canada, indicated that IT operational budgets appear to be growing at slower rate at about 2% in 2016 as compared to 3% growth rate in 2015. The Computer Economics study also looked at what areas of IT organizations plan to invest money. A net of 46% of IT organizations plan to spend more on business applications in CY2016. The trend of investing more heavily in business applications has been growing for several years and appears to be accelerating, researchers said. A net 53% of organizations said they plan to spend more on cloud applications and 37% plan to spend more on cloud infrastructure. The IT industry is increasingly turning to cloud-based services. While this means that businesses have a much greater ability to scale and procure the infrastructure and software that they need when they need it, it also means that the channel is ultimately selling less physical infrastructure than before. This trend is particularly prominent in the UK, with the country spending 33% of total IT spend on IT services compared to the global average of 18%. BMI research report has maintained a relatively robust growth outlook for UK IT spending over the medium term in the Q1CY2016 update, with spending growth expected to outperform most other developed European markets with a CAGR of 3.4% over 2016-2019. The stronger economic environment is a key differentiator with other Western European markets, while the large financial sector will also make the UK a lucrative market for advanced software and services vendors. Market development will however be uneven, and researchers envisage a stagnant hardware market, while growth will be driven by areas such as the app economy, cloud computing and digitization. 5. BUSINESS OUTLOOK This was first year post demerger where Mastek represented itself as a standalone company. During this period, the management was committed to remain focused on its core business across key verticals - Government, Retail and Financial Services. The key highlight during the year was acquisition of IndigoBlue, a leading UK consultancy specialising in Agile programme and project management. The acquisition brings together IndigoBlue's Agile consulting and programme management expertise with Mastek's world-class technology delivery capability. Together, these synergistic offerings provide a compelling proposition across combined client base. This will allow company to offer a fully end-to-end transformational service/solution delivery to new as well as existing customer base of Mastek. Indigoblue has a robust customer acquisition method which will help the company to build its business mainly in UK and the company will also look at leveraging Indigo's capability in other parts of the world going forward. The company has successfully completed the acquisition and now it is fully integrated with Mastek. The company will continue to invest in agile methodologies to get through its aspiration of being involved in large and complex transformation programs which will help its customers to leverage digital opportunities in agile manner. On Government side, it had been muted during the year, but post UK election, now it is in place and the UK Government is ready to restart on its IT initiatives. The pipeline will start building up and the company expects to see revenue growth and profitability in these verticals going forward next year. Retail business has started picking up the growth momentum. The company has added new logos this year. A few small pilot programs with large Retailers were seen and company expects them to start growing over a period of time. On Financial Services with insurance exiting, the company had to re-strategize its position here. The company has an existing base of business with customers like IPF who are in the micro lending space but have now brought in a new Financial Services head to re-strategize this business and spearhead the growth in this segment within UK. From the India geography perspective, the growth momentum got a bit slowed down last year due to elections but now as new government is focused on IT, the company is bidding in quite a few large deals and expect to grow that part of the business in this financial year. Company has started focusing more on digital capabilities and it might make some acquisitions in this area where it wants to establish and grow over a period of time. Overall business focus that has got by demerging, by completely focusing on digital solutions, deal momentum is going up and better pipeline is seen going forward. The company expect to have a very good growth in the business over the next 3to4 years. 6. DIVIDEND & RESERVES The Board of Directors approved payment of First Interim Dividend of Rs. 1.50 per Equity share and was paid on February 04, 2016. The Board of Directors also approved payment of Second Interim Dividend of Rs. 1/- per Equity share and was paid on March 29, 2016. Having declared two Interim Dividends, your Board has not recommended payment of Final Dividend for the year ended March 31, 2016. During the year, under review, no amount from profit was tansferred to General Reserves. 7. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186. Details of Loans, Guarantees, Investments covered under provisions of Section 186 of the Companies Act 2013 are given in the notes to the financial statements. 8. DISCLOSURES UNDER THE COMPANIES ACT, 2013 i) Extract of Annual Return: Pursuant to section 92(3) of the Companies Act, 2013 ("the Acf) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of Annual Return is Annexed as Annexure 2. ii) Number of Board Meetings: The Board of Directors met 9 (Nine) times during the financial year 2015-16. The details of the board meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report, appearing elsewhere as a separate section in this Annual Report. iii) Change in Share Capital: During the year, the Company allotted 4,50,602 Equity Shares of face value of Rs. 5/- each for a total nominal value of Rs. 22,53,010/- to the eligible employees of the Company, who exercised their vested Employee Stock Options. These Equity Shares rank pari passu in all respects with the existing Equity Shares of the Company. As on March 31, 2016, the issued, subscribed and paid up share capital of your Company stood at Rs. 11,49,86,370/-comprising 2,29,97,274 Equity shares of Rs. 5/- each. iv) Composition of Audit Committee Mastek has an Audit Committee that currently comprises of three Independent Directors, one Non-Executive and one Executive Promoter Director. The Chairman of the Audit Committee is an Independent Director. The Independent Directors are accomplished professionals from the corporate fields. The Chief Financial Officer of the Company attends the meetings on invitation. The Company Secretary is the Secretary of the Committee. The other details of the Audit Committee are given in the Corporate Governance Report, appearing elsewhere as a separate section in this Annual report. During the year all the recommendations of the Audit Committee were accepted by the Board. v) Related Party Transactions: All the Related Party Transactions are entered into on an arm's length basis and are in compliance with the applicable provisions of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Regulations'). There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large. All the Related Party Transactions are presented to the Audit Committee and Board for their approval. Omnibus approval is given by Audit Committee for the transactions which are foreseen and are repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The said transactions are approved by the Audit Committee as well as by the Board. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website at the web link:www.mastek.com/Related-Party-Transactions-Policy . Detailed explanation on transactions with related parties given in Annexure 3. 9. MANAGEMENT OF RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES Whistle Blower Policy / Vigil mechanism In compliance with the requirement of the Companies Act, 2013 and Listing Regulations, the Company has established a Whistle Blower Policy / Vigil mechanism policy and the same is placed onthe web site of the Company, viz www.mastek.com/investors/ corporate-governance. The employees of the company are made aware of the said policy at the time of joining the Company. 10. AWARDS AND RECOGNITION Mastek, either directly or through its clients was also recipient of many awards in India, notable among those being: • Mastek ranked 71st in the Leader category in the 'The 2014 Global Outsourcing 100(R)' service providers list by The International Association of Outsourcing Professional (IOAP); • Mastek U.K., named as one of the top 41 fastest growing Indian companies in the UK; • Mastek chosen by TEST Magazine as one of the 20 leading software testing providers 2014. 11. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that: To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; (b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the company for the year ended on that date; (c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) that the annual financial statements have been prepared on a going concern basis; (e) that proper internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and were operating effectively; and (f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 12. STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS At the 32nd Annual General Meeting (AGM) held on July 23, 2014, M/s. Price Waterhouse, Chartered Accountants, LLP, were appointed as the Statutory Auditors of the Company for a period of 3 years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM for the third year. Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and does not contain any qualification. Therefore it does not call for any further comments. 13. SECRETARIAL AUDIT In terms of Section 204 of the Act and Rules made thereunder, M/s. V. Sundaram & Co., Practicing Company Secretary, Mumbai have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure 4 to this report. The report is self-explanatory and does not contain any qualification. Therefore it does not call for any further comments. 14. HUMAN RESOURCES Mastek Group deploys its intellectual capability to create and deliver intellectual property (IP)-led solutions that make a business impact for its global clients. For this, the key success enabler and most vital resource is world-class talent. Mastek Group continually undertakes measures to attract and retain such high quality talent. As on March 31, 2016 Mastek Group had a total Head count of 1298. The Directors wish to place on record their appreciation for the contributions made by employees to the Company during the year under review. Information as per Section 197 of the Companies Act, 2013 and the rules thereunder forms part of this report. However, as per the provisions of Section 136 (1) of the Companies Act, 2013 the report and accounts, excluding the Statement of Particulars are being sent to all members. Any member interested in obtaining a copy of the Statement of Particulars may write to the Company Secretary at its Registered Office. The other disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Perquisites (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 5 and forms on report of this part. 15. EMPLOYEE STOCK OPTIONS The Board of Directors confirms that there is no material change in the ESOP Scheme and all the ESOP Schemes are in compliance with the SEBI Guidelines. The required disclosures are enclosed as Annexure 6. 16. RISK MANAGEMENT POLICY In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee, Governance Committee of the Board quarterly reviews the risks and remedial measures taken. The risks are identified and discussed by Risk Committee at its meeting at regular intervals. The various risks are categorized as High risk, Medium risk and Low risk and appropriate mitigation steps/measures are taken/initiated to mitigate the identified risks from time to time. 17. CHANGES AMONG DIRECTORS AND DECLARATION BY INDEPENDENT DIRECTORS Mr. S. Sandilya, Ms. Priti Rao, and Mr. Atul Kanagat have been the Independent Directors on the Board of your Company as at March 31, 2016. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in section 149 of the Companies Act, 2013 and the Rules made thereunder about their status as Independent Directors of the Company. Dr. Rajendra Sisodia (Independent Director), resigned from the Directorship of Mastek Ltd. with effect from April 17, 2015. Due to the De-merger of the Insurance Products and Services business to Majesco Ltd, the following Directors resigned from the Directorship of Mastek Ltd: Dr. Arun Maheshwari, Indepenendent Director - effective June 01, 2015; Mr. Radhakrishnan Sundar, Executive Director - effective June 01, 2015; Mr. Ketan Mehta, Non-Executive Director - effective June 01, 2015; and Mr. Venkatesh Chakravarty, Independent Director - effective June 19, 2015. The Board places on record its sincere appreciation of the valuable services rendered by the above Board members during their tenure as Board members. 18. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION The Company has a policy on remuneration of Directors and Senior Management Employees. The policy is approved by the Nomination & Remuneration Committee and the Board. The policy covers: 1. Directors' appointment and remuneration; and 2. Remuneration of Key Managerial Personnel and other employees. Details on the same are given in the Corporate Governance Report. 19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations. 20. INTERNAL CONTROL SYSTEM A strong internal control system is pervasive in the Company. The Company has documented a robust and comprehensive internal control system for all the major processes to ensure reliability of financial reporting. 21. INTERNAL CONTROLS OVER FINANCIAL REPORTING The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies which are in line with the Accounting Standards and the Act. These are in accordance with generally accepted accounting principles in India. Changes in policies, if required, are made in consultation with the Auditors and are approved by the Audit Committee. The Company has a robust financial closure, certification mechanism for certifying adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates. 22. INDIAN ACCOUNTING STANDARDS (IND AS) CONVERGED STANDARDS The Ministry of Corporate affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standards) Rules, 2015. In pursuance of this notification , the Company will adopt IND AS with effect from April 01, 2017, with the comparatives for the periods ending March 31, 2016. The implementation of IND AS is a major change process for which the Company has established a project team and is dedicating considerable resources. The impact of the change on adoption of IND AS is being assessed. 23. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Mr. Ashank Desai, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Shareholders at the Extra Ordinary General Meeting held on March 05, 2015 had approved the appointment of Mr. S. Sandilya, Ms. Priti Rao and Mr. Atul Kanagat as Independent Directors of the company for a term of four (4) years from April 01, 2015 to March 31, 2019. The information relating to remuneration paid to director as required under section 197(12) of the Act, is given in the notes to accounts. Pursuant to the provisions of Section 203 of the Companies Act, 2013 the following changes took place in the KMPs during the year under review: Mr. Farid Kazani, Group CFO and Finance Director's services were transferred to Majesco Limited as a result of the De-merger on June 01, 2015. Mr. Jamshed Jussawalla was appointed as Chief Financial Officer effective June 01, 2015. Mr. Bhagwant Bhargawe, Company Secretary retired during the year effective from August 31, 2015 and Mr. Dinesh Kalani was appointed as Company Secretary effective September 01, 2015. 24. EVALUATION OF THE BOARD'S PERFORMANCE In compliance with Companies Act, 2013 and Listing Regulations, the performance evaluation of the Board as a whole and of the individual Directors was carried out during the year under review. With the help of an Expert, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters of contribution to Board Processes and Outcomes including independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The Directors expressed satisfaction with the evaluation process. 25. PUBLIC DEPOSITS Your Company has not accepted any deposits from public in terms of Section 73 and/or 74 of the Companies Act, 2013. 26. MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and Analysis comprising an overview of the financial results, operations / performance and the future prospects of the Company forms part of this Annual Report. 28. CORPORATE GOVERNANCE The Company has complied with Corporate Governance requirement under the Companies Act, 2013 and as per Listing Agreement and SEBI Listing Regulations. A separate section on Corporate Governance practices followed by the Company together with the Certificate from M/s. V. Sundaram & Co. Practicing Company Secretary, Mumbai, appearing elsewhere in this report, forms an integral part of this report. 29. CORPORATE SOCIAL RESPONSIBILITY In compliance with the provisions of Section 135 of the Companies Act, 2013 the Board of Directors of the Company have already formed a Corporate Social Responsibility (CSR) Committee. The committee met four times during the year and a detailed report about CSR is given in Annexure 7. The Committee has formulated a Corporate Social Responsibility Policy. The contents of the policy are as follows:- Mastek CSR programmes shall fall under the following categories: 1. Promoting education, enhancing skills of children, and development of children and women working in red-light areas. We are also involved in special education and employment-enhancing vocation skills especially among women, elderly and the differently abled, and livelihood enhancement projects. 2. Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making safe drinking water available. 3. Promoting gender equality and empowering women: Activities include setting up homes / hostels for women and orphans, old age homes and other such facilities for senior citizens, day care centres, and measures to reduce inequalities faced by socially and economically backward groups. 4. Protection and up gradation of environmental conditions: These include ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining the quality of soil, air and water 5. Any other projects with the approval of the Board. Corpus: The corpus of the CSR policy includes: • 2% of the average net profit of the preceding three years • Any income arising there from • Surplus arising out of the above activities • Payroll contribution from the employees • Fund-raising events Mastek may pool its resources and CSR spending with other groups or associate companies on collaborative efforts that qualify as CSR spending. Roles and Responsibilities: • Decide CSR projects or programmes or activities to be taken up by the company. • Place before the board the CSR activities proposed to be taken up by the company for approval each year. • Oversee the progress of the initiatives rolled out under this policy every quarter. • Define and monitor the budgets for carrying out the initiatives. • Submit a report to the Board of Directors on all CSR activities during the financial year. This will be displayed on the company's website - www.mastek.com • Monitor and review the implementation of the CSR policy. CSR Committee Composition: The Chairperson of the Committee is Ms. Priti Rao, an Independent director. The other members are, Mr. Sudhakar Ram and Mr. Ashank Desai. The Company Secretary is the Secretary of the Committee. Dr. Rajendra Sisodia ceased to be a member during the year w.e.f. April 17, 2015. During the year ended March 31, 2016 the Board approved Donations of Rs. 94.36 Lakhs. Of this, a sum of Rs. 74.51 Lakhs was spent on Projects approved under Section 135 of the Companies Act, 2013 on CSR activity and Rs. 19.85 lakhs was towards the salary and other Administrative Expenses of Mastek Foundation, relating to CSR activities of the Company. As per provision of Section 135 of the Companies Act, 2013, the Company has to spend, in every financial year, at least 2% of the average net profits of the Company made during three immediately preceding financial years, pursuant to Corporate Social Responsibility policy. Based on the Average net profit of the Company for three immediately preceding financial years, the amount to be spent on CSR activities during the year 2015-16 was Rs. 94.03 Lakhs. The amount of Rs. 94.03 lakhs was arrived at based on the net profit of the Company for 2012-13, 2013-14 and of the continuing operations of the company for 201415, since the Company's Insurance Products and Services business was demerged effective April 01, 2014. The Company has spent Rs. 85.36 lakhs (including Rs. 19.85 lakhs was towards the salary and other Administrative Expenses of Mastek Foundation) on various projects approved under Section 135 of the Companies Act, 2013. The shortfall is due to the following reasons: a) Rs. 6.00 lakhs donation made to a very well-known non-profit organization, Goonj, located in Mumbai for victims of earthquake in Nepal, cannot be considered as an eligible expenditure under Section 135, since the relief work was done outside India. b) Rs.3.00 lakhs was unspent on establishment of shelter home - Suraksha under Aasara Trust at Neral, Maharashtra, since the milestone of the project was not achieved by March 31, 2016. 30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND Your Company has transferred a sum of Rs. 11,41,859/- during the financial year 2015-16 to Investor Education and Protection Fund (IEPF), established by Central Government in compliance with section 205C of the Companies Act, 1956. The said amount represents unclaimed Dividends which were lying with the company for a period of 7 (seven) years from their respective due dates of initial payment. Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. August 17, 2015), with the Ministry of Corporate Affairs. 31. NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of "Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every women employee working in the Company. The Company's Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no such cases were reported. 32. ACKNOWLEDGEMENT Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support. Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support. For and on behalf of the Board Sudhakar Ram Managing Director & Group CEO S. Sandilya Non- Executive Chairman and Independent Director Date : April 19, 2016 Place : Mumbai |