| Details regarding energy conservation CONSERVATION OF ENERGY The Company has taken following initiatives in respect of conservation of energy:- Adopted and incorporated latest technology-VRV Air-conditioning system resulting in conservation of energy for office premise.LED lighting fixtures were installed resulting in saving in energy. PVC strip curtains were installed in the data center at Pune to ‘contain’ cold air and increase the cooling efficiency resulting in conservation of energy.Rain Water Harvesting was successfully commissioned and rain water charged to the ground during monsoon at Pune site. Details regarding technology absorptionTECHNOLOGY ABSORPTION Further the Company has used Information Technology extensively in its operations. Description of state of companies affairPerformance at a Glance (Rs. in million except per share data) Particulars | 2014-15 | 2013-14 | 2012-13* | 2011-12 | 2010-11 | 2009-10 | Income | 4,243 | 3,938 | 3,669 | 4,680 | 3,969 | 3,175 | Expenditure | 3,157 | 2,856 | 2,503 | 2,884 | 2,502 | 1,728 | Depreciation | 32 | 129 | 199 | 476 | 326 | 379 | Profit before Tax | 1,054 | 953 | 967 | 1,320 | 1,141 | 1,068 | Profit after Tax | 713 | 646 | 655 | 900 | 753 | 735 | Net worth | 2813 | 2,389 | 2,000 | 4,382 | 3,855 | 3,336 | Earnings Per Share (Rs.) | 17.84 | 16.15 | 16.39 | 11.24 | 9.41 | 9.18 | Dividend paid (%) (Face Value - Rs. 10 per share) | 60%^ | 55% | 55% | 40% | 25% | 20% |
* Figures in respect of e-Governance activities retained by the Company after demerger of depository undertaking. Not comparable with the figures of the earlier years which are that of combined entity. BUSINESS OVERVIEW The company is engaged in providing IT enabled e-Governance Services, inter- alia comprising Tax Information Network (TIN), Electronic Accounting System in Excise & Service Tax (EASIEST), Central Recordkeeping Agency (CRA) for National Pension System, setting up and managing pilot infrastructure for Goods and Services Tax (GST) and acting as a Registrar for Unique Identification Authority of India (UIDAI) including providing AADHAAR authentication services as Authentication Service Agency(ASA) & e-KYC services as KYC Service Agency (KSA). During the year, the Company has undertaken certain new projects such as National Judicial Reference System (NJRS), EzeeWill Service and State Commercial Tax Facilitation Center Services. ECONOMIC ENVIRONMENT The growth in the global economy remained moderate during the year under review. Recovery was hampered by some new challenges, including heightened geopolitical conflicts in different parts of the world. Most economies witnessed GDP growth rate at lower levels. Growth rates in developing countries and economies in transition have become more divergent during 2014, with a sharp deceleration in a number of large emerging economies. As per the World Economic Outlook released by International Monetary Fund (IMF), global growth is projected to be 3.5 percent in 2015. In India, growth picked up in 2014, inflation markedly declined, and the external position was comfortable, helped by positive policies and lower global oil prices. The outlook is for economic strengthening through higher infrastructure spending, increased fiscal devolution to states, and continued reform to financial and monetary policy. The government underscored its intention to move steadily to tackle politically difficult structural issues that have stalled investment and limited economic performance in recent years. The growth rate of the economy, measured by the growth in GDP at constant (FY’12) market prices, improved from 5.1 per cent in FY’13 to 6.9 per cent in FY’14 and is projected as 7.4 per cent in FY’15, according to the advance estimates released by the Central Statistics Office (CSO). While the growth in industrial and services sectors improved significantly, growth in the agricultural sector, affected by a sub-optimal monsoon, declined in FY’15. As per the advance estimates of CSO, the growth in services is increased further to 10.6 per cent in FY’ 15 from 9.1 percent in FY’ 14. IT & ITeS INDUSTRY The Information Technology (IT) / IT enabled Services (ITeS) industry comprises providing services related to the application of business using Information Technology and technical expertise to enable organizations to facilitate access of relevant information as well as to create, manage, operate and optimize business processes. Use of technology facilitates improvement in people’s lives, fosters economic growth, enables transparent governance and creates business and service opportunities for individuals and corporates. Further, technology also breaks the geographical barriers thereby creating a possibility and ability to deliver service from anywhere to anywhere across the globe. The ever-changing Information and Communication Technology (ICT) landscape remains as dynamic as ever, requiring operators and service providers to innovate and keep up with consumer demands. Markets across the globe are aggressively adopting the 3rd Platform for innovation and growth, built on the technology pillars of Mobile apps, Cloud computing, Big Data Analytics and Social Networking. According to Gartner, worldwide IT spending is on pace to total USD 3.8 trillion in 2015, a 2.4 percent increase from 2014. IT / ITeS industry has played a key role in putting India on the global map. In India, IT and ITeS industry is divided into four major segments - IT services, Business Process Management (BPM), Software Products & Engineering Services and Hardware. The IT-BPM sector has become the country’s premier growth engine, crossing significant milestones in terms of revenue growth, employment generation and value creation. India is the world's largest sourcing destination for the IT industry. This industry directly employs about 3.5 million people and continues to contribute significantly to the social and economic transformation in the country. As per NASSCOM’s estimates, the revenue of the IT-BPM industry at USD119 billion grew by 12 per cent in FY’ 15, while the export market at USD 98 billion grew by 12.3 per cent over the previous year. The domestic IT-BPM market is estimated at USD 20.9 billion in FY’ 15, with a growth of 10 per cent. Software products and services revenues for FY’16 is projected to grow at 12-14 per cent to reach USD 133-136 billion as per NASSCOM. Export revenues are projected to grow by 12 to 14 per cent to reach USD 110-112 billion and domestic revenues by 10 to 15 per cent to reach USD 23-24 billion during FY’ 16. POLICY INITIATIVES BY THE GOVERNMENT DURING THE YEAR Government announced ‘Make in India’ initiative which focuses on attracting businesses to invest and manufacture in India. Recognizing the importance of IT, the government’s Make in India mission has included IT and BPM among the twenty-five focus sectors.Government approved Digital India - A programme to transform India into digitally empowered society and knowledge economy. The Digital India is stated to be transformational in nature and would ensure that Government services are available to citizens electronically.Government notified Policy on Adoption of Open Source Software in order to promote the use of open source technologies by the government organisations in order to leverage economic and strategic benefits. Government published Draft Policy on Internet of Things (IoT). It is predicted that by year 2020, more than 50 billion devices would be connected and accessible through internet. In addition to business functions, this will comprise of consumer devices which can be remotely managed by individuals. As all these devices would not necessarily be associated with compute functions connected over internet, it is termed as IoT. IoT is defined as interplay for software, telecom and hardware industry and promises to offer tremendous opportunities for many industries as well as make any kind of service accessible across the geography, using various consumer devices which would establish communication by connecting to Internet. e-GOVERNANCE IN INDIA The mobilization of information technology is deemed crucial in fostering national competitiveness in the context of a rapidly changing global economy. Increasingly, strong IT capacity is perceived to make a difference not only in the marketplace but also in the field of governance. IT enabled governance viz. e-governance promotes good governance by increasing transparency, information and accountability; facilitating accurate decision-making and public participation; and enhancing the efficient delivery of goods and services to public. The e-governance initiatives are now entering the next phase of ICT-led governance reforms and public private partnership is an important enabler for fast-tracking e-governance in India. As per the information provided by Department of Electronics & IT, in order to promote e-Governance in a holistic manner, various policy initiatives and projects have been undertaken by the government to develop core and support infrastructure. The major core infrastructure components are State Data Centres (SDCs), State Wide Area Networks (SWAN), Common Services Centres (CSCs) and middleware gatewaysi.e National e-Governance Service Delivery Gateway (NSDG), State e-GovernanceService Delivery Gateway (SSDG) and Mobile e-Governance Service Delivery Gateway (MSDG). The important support components include Core policies and guidelines on Security, HR, Citizen Engagement, Social Media as well as Standards related to Metadata, Interoperability, Enterprise Architecture, Information Security etc. New initiatives include a framework for authentication, viz. e-Pramaan and G-I cloud, an initiative which will ensure benefits of cloud computing for e-Governance projects. With the advancement of technology, e-Governance has also expanded its horizons in the form of m-Governance which is fast becoming the preferred mode of availing services by the citizens. The mobile technology has provided a robust platform for sustainable development and inclusive growth of the society as a whole and proven to be an effective media for more connected society. In contemporary times, Social Media is being increasingly used as a medium to engage the citizens with Government in democratic process, social reforms and financial inclusion. Government has approved Approach and Key Components of ‘e-Kranti’: National e-Governance Plan (NeGP) 2.0. The objectives of 'e-Kranti' are to redefine NeGP with transformational and outcome oriented e-Governance initiatives; to enhance the portfolio of citizen centric services; to ensure optimum usage of core Information & Communication Technology (ICT); to promote rapid replication and integration of e-governance applications; to leverage emerging technologies and to make use of more agile implementation models. Although various measures are being taken in the area of e-Governance in the country, yet a huge potential exists to further explore various new venues to enhance and modernize e-governance infrastructures. Your Company has pioneered in this dynamic sphere and has partnered with various governmental and regulatory authorities to provide some of the finest e-Governance solutions in the Country. OPPORTUNITIES AND THREATS Governments globally have adopted e-enabling governance in order to improve service, efficiency and transparency. Technological advances have added new dimensions to e-governance. Governments are undertaking transformational and outcome oriented e-Governance initiatives to enhance the portfolio of citizen centric services and to ensure optimum usage of core ICT, promotion of rapid replication & integration of applications and leveraging emerging technologies. In days to come, the focus of this sector will be mainly on these emerging technologies viz., Cloud, Big Data & Analytics, Mobile, Social Media and Artificial Intelligence (AI). With more projects in the pipeline, the benefits of e-Governance are sure to reach more people across the country in the coming years. Governments across the globe are striving to use e-Governance to transform citizen service, provide access to information to empower citizens, enable their participation in governance and enhance citizen economic and social opportunities. Thus, tremendous prospects exist to be explored in this arena both, within the country and overseas. Like other businesses, your Company faces business competition. However, the Company takes business competition as an opportunity for improvement and betterment of services, rather than as a threat. OUTLOOK The macroeconomic environment is expected to improve in 2015-16. With redefining of the National e-Governance Plan (NeGP) by the Government, many more new e-governance projects are expected to be planned and implemented in various sectors. With the advent of e-Commerce and internet becoming preferredsource of receiving and providing various services, it is expected that the growth of this sector will continue to be high. During the current year, your Company aims at strengthening the existing business and diversifying into new businesses. The Company is striving to undertake more IT enabled e-Governance projects, both in India and abroad. PROGRESS AT NSDL e-GOVERNANCE (NSDL e-Gov) TAX INFORMATION NETWORK (TIN) Your Company has established and manages nationwide Tax Information Network (TIN) on behalf of Income Tax Department (ITD) which has now entered into tenth year of its operations. The principal component of TIN is the automation of system for administering Tax Deducted at Source (TDS) which today forms a significant part of direct tax collection. TIN also receives online information on collection of taxes from the banks through ‘Online Tax Accounting System’ (OLTAS), which flows into the central database. Besides, TIN provides a facility to upload Annual Information Return (AIR) containing information regarding high value transactions undertaken by various taxpayers. NSDL e-Gov also processes applications for Issuance of Permanent Account Number (PAN) and Tax Deduction Account Number (TAN). TIN also provides a facility to Government Offices (like PAO/DTO/CDDO) for upload of Form 24G Statement. These Government offices are identified by the Accounts Office Identification Number (AIN) which are mandatorily required for furnishing Form 24G Statement. NSDL e-Gov also processes applications for Issuance of AIN to Government Offices. TDS is now also applicable on sale of immoveable property wherein the sale consideration of the property exceeds or is equal to Rs 50,00,000 (Rupees Fifty Lakhs). Tax @ 1% is required to be deducted by the purchaser of theproperty at the time of making payment of sale consideration. Tax so deducted should be deposited to the Government Account through any of the authorised bank branches. During the year, a facility for e-payment of TDS deducted by the purchaser of the property was made available on TIN website. NSDL e-Gov has established connectivity with 31 tax collecting banks to upload tax collection data from more than 17,800 branches. During the year, more than 43 million challans were uploaded by banks. As on March 31, 2015, 3,652 TIN Facilitation Centres (FCs) were operational across around 985 locations providing TIN related services to taxpayers. During the year, more than 12 million PAN applications were processed by NSDL e-Gov while, the cumulative number has exceeded 118 million. The Income Tax Department has been awarded the ‘Prime Minister’s Award for Excellence in Public Administration’ for ‘Easy Tax Compliance through Quality Service’. The award has been conferred to the Income Tax Department for setting- up and for successful implementation of end to end solution of core services including Tax Information Network (TIN). CENTRAL RECORDKEEPING AGENCY FOR NATIONAL PENSION SYSTEM Your Company has been acting as the Central Recordkeeping Agency (CRA) for National Pension System (NPS) for the last seven years. Alongwith Central Government, CRA services are being provided to various sectors namely, Central Autonomous Bodies (CABs), State Governments/Union Territories, State Autonomous Bodies (SABs), Corporate Sector and All Citizens of India (referred as unorganized sector- UOS). Sector-wise status of NPS as on March 31, 2015 is given below: Sr. No. | Sector | Number of Subscribers (lakhs) | Pension Contribution credited (Rs. Crore) | 1. | Central Government (including CABs) | 15.12 | 27, 459 | 2. | State Government (including SABs) | 26.34 | 29, 818 | 3. | Unorganised Sector | 0.87 | 497 | 4. | Corporate Sector | 3.70 | 5, 021 | 5. | NPS Lite | 41.47 | 1, 380 | | Total | 87.50 | 64, 175 |
Total Assets Under Management (AUM) in NPS have increased from Rs. 48,100 cr. as of March 31, 2014 to Rs. 80,855 cr. as of March 31, 2015. Central Government (including CABs): More than 22,500 Nodal Offices of Central Government (including 488 CABs) have been registered with CRA. State Governments/Union Territories (including SABs): So far, 30 State Governments/Union Territories have entered into agreement with NSDL e-Gov for availing its services as CRA. Maharashtra is the latest State Govt. to register under NPS with more than 12,000 offices and Two lakh subscribers. Further, 444 SABs have been registered with CRA. Unorganised Sector: NPS was made available to Unorganized Sector in April, 2009. They are serviced through 64 entities acting as Points of Presence (POPs) p r o v i d i n g s ervice through more than 38,300 Service Centres in the country. Tier II investment in Permanent Retirement Account (PRA) is a facility for the existing PRA holders to undertake investments over and above the investment inthe normal pension account (i.e. Tier I). Tier II investment option was made available to subscribers of all sectors (Central and State Government subscribers as well as UoS) from December 1, 2009. More than 15,000 subscribers have availed the facility of Tier II account till March 31, 2015. Corporate Sector: NPS was made available to Corporate Sector in December 2011. So far, 1,609 Corporates have been registered with CRA to enroll its subscribers under NPS. Of these, nearly 1000 Corporates have registered around 3.70 lakh subscribers in the CRA System. NPS has been mandatorily implemented in Public Sector Banks (PSBs) i.e., employees joining service from April 1, 2010 in PSBs are mandatorily covered by NPS. NPS Lite: In order to extend the benefits of NPS to economically disadvantaged people, a new segment called ‘NPS Lite’ was made available from April 1, 2010. As of March 31, 2015, 77 entities have been registered in CRA system as Aggregators. More than 900 Accounting Offices and more than One Lakh Collection Centres have been operating under them. These Aggregators and their underlying offices are the point of interaction between the associated subscribers and the NPS Lite System. Swavalamban Yojana: The subscribers contributing Rs. 1,000 to Rs. 12,000 in a year in NPS-Lite are eligible for credit of Rs. 1,000 from the Government under Swavalamban Yojana. There are 12.14 lakh subscribers under NPS-Lite who are eligible for this benefit for FY ’15. Swavalamban Yojana has been discontinued by the Government for the subscribers of UoS from October 2013. Atal Pension Yojana The Government has announced a new Scheme under Union Budget 2015-16. This scheme called “Atal Pension Yojana (APY)” will be a key security scheme for the people who are not members of any statutory social security scheme. APY is a great initiative from Government of India and is a giant leap towards achieving financial inclusion. It is a significant improvement over the existing Swavalamban Yojana. The assured fixed returns with respect to the age and investment amount not only make the scheme more attractive to the economically weaker sections but also make the product much more comprehensible. The mix of the concepts of Defined Benefit and Defined Contribution makes this scheme unique in itself. APY is being administered by PFRDA and the Institutional Architecture of NPS would be utilised to enrol subscribers under APY. As the scheme is being implemented through banks, your Company is co-ordinating with the Indian Bank Association (IBA) to get all the Banks on board in mission mode. It is expected that APY would be implemented from June 2015 and then the NPS Lite -Swavalamban subscribers would be given an option to migrate to APY. Your Company is geared up to handle spike in volume expected in the next financial year, considering new enrolments as well as migration of subscribers from NPS Lite, as the system and processes in place at CRA are scalable to meet the expected high volume. The Union Budget 2015-16 has definitely given the requisite boost to NPS to make it popular. While the proposal for exclusive tax benefit of Rs. 50,000 for NPS will help in bringing new subscribers, the option to choose between EPF and NPS will increase the portability of the scheme and will appeal to the salaried class/tax payers. Other initiatives of CRA: Claim (withdrawal) processing: As advised by PFRDA, your Company has set up a NPS Claim Processing Cell to deal with the claims emanating from subscribers for withdrawal from NPS and process such requests arising on account of death, retirement and pre-mature withdrawals. In order to facilitate and expedite the process for settlement of the withdrawal claims of the subscribers of NPS, an online platform has been made available on the CRA System wherein the concerned subscribers or their associated Nodal Office can submit withdrawal claims. This facility was made available from June 2014 and has been made mandatory from April 1, 2015. Nodal Offices can track the status of their requests using this online platform. It is expected that this online process would help in reducing the time taken in processing the requests. Over 12,000 exit requests have been received so far, out of which, Around 4,000 complete withdrawal requests have been processed (withdrawal for complete 100% pension wealth); Around 2,000 lumpsum withdrawal requests [superannuation (60%)/pre- mature (20%)] have been processed; Out of the above 2,000 cases, for 930 requests, purchase of annuity formalities have been completed and funds have been transferred to concerned Annuity Service Providers (ASP). NPS Intermediaries/Market Participants Meeting: Your Company has undertaken various customer friendly initiatives on the basis of the feedback received from the NPS intermediaries/Market participants. One such initiative is providing the option to the subscribers to update their contact details (phone numbers/email ID) by themselves instead of approaching their Nodal Offices. So far, more than 80,000 subscribers have updated their contact details using this facility. Further, the option of ‘e-PRAN’ has been made available for the subscribers as well as the Nodal Office. In addition, several functionalities such as file based option of grievance resolution by Nodal Offices, upload of unequal contribution for Government sector subscriber etc. have been made available to the Nodal Offices to provide better service to the end users. Your company has also undertaken the development of Online platform for Subscribers Registration and Contribution upload (Online Platform) for POPs/Aggregators. This initiative will bring down the entry level barrier and allow the new entrants (POPs/Aggregators) to offer NPS to their clients without any investment on development of back office system. The Online Platform developed would be a complete centralised system wherein these entities can carry out all NPS activities. Further, this development will pave the way for enabling the provision for direct online registration and contribution by subscribers under ‘All Citizens of India’ as well as ‘Corporate Sector’. GOODS AND SERVICES TAX Your Company was selected by the Empowered Group (EG) to set up and manage the Goods and Service Tax (GST) Common Portal. Accordingly, Central Board of Excise and Customs (CBEC) entered into a Memorandum of Understanding (MoU) for undertaking a Pilot for GST in 2011. Subsequently, during the year MoU was entered between NSDL e-Gov and Goods and Services Tax Network (GSTN) to continue the pilot system. Goods And Services Tax Network (GSTN), a company under section 25 of the Companies Act, 1956 was formed by the Government of India to create an enabling environment for smooth introduction of GST. GSTN will provide IT infrastructure and services to various stakeholders including the Centre and the States. GSTN has specified certain activities as Pre-GST Services Project (PGSP) and has authorised your company to undertake these activities. Currently, the maintenance of three core modules developed i.e. Registration, Returns and Payments, existing Dealer data cleansing for States / UTs and interface with Bank authorized to collect taxes is undertaken by your Company as the part of GST Pilot project. REGISTRAR, ASA, AUA, KSA AND KUA FOR UNIQUE IDENTIFICATION AUTHORITY OF INDIA Your Company acts as one of the Registrars of Unique Identification Authority of India (UIDAI) for the purpose of enrolment of residents for allotment of Unique Identification Number (called Aadhaar) on the basis of demographic & biometric details provided by the residents. These services are offered through Enrolment Agencies (EA) empanelled with UIDAI. The EAs operate through a network of Enrolment Centers (EC) and each EC has one or more Enrolment Stations (ES). Your Company is providing services of Aadhaar enrolments through 20 EAs appointed for this purpose. These EAs have established 852 centers across 20 States and Union territories of India covering 670 villages/town/cities for enrolling residents for Aadhaar. Your Company is committed to perform its role as a Registrar for UIDAI in an efficient manner for successful implementation of UID mission in the country. During the year, your Company has crossed 6.10 crore Aadhaar enrolments out of which, 5.32 crore Aadhaars have been generated by UIDAI. Your Company ranks 5th amongst 69 Registrars of UIDAI in terms of number of Aadhaars generated and 2nd amongst Non-State Registrars. Your Company has been authorised by UIDAI as a n Authentication Service Agency (ASA) and Authentication User Agency (AUA) for providing Aadhaar Authentication Services to various entities. Your Company has also been authorised by UIDAI as KYC Service Agency (KSA) and KYC User agency (KUA) for providing Aadhaar based e-KYC services to various entities. e-KYC is the service through which Know Your Client (KYC) process can be performed electronically using Aadhaar database with explicit authorization by the Resident. These services can be availed by Banks, Depository Participants (DPs), Insurance Companies, State Governments, Telecom industries, Passport Offices, Airports etc. RBI, SEBI, IRDA & PFRDA have issued circulars to Banks, capital market entities like Brokers, DPs, Mutual Funds, insurance companies and Points of Presence (POPs) respectively permitting e-KYC of their customers. Further, your company is providing e-KYC related services of UIDAI to ICICI Prudential Life Insurance Company, Department of Information Technology and Communication Rajasthan, TJSB Bank, Standard Chartered Bank, Food Civil and Supplies, Govt. of Punjab, Sharekhan Ltd., American Express Banking Corporation, Reliance Communication, Khosla Labs and e-Mudhra. It is also providing Aadhaar authentication services to Ministry of Rural Development. During the year, your company has carried out more than 6.15 crore Aadhaar authentications and 2.25 lakh e-KYC transactions. OTHER PROJECTS Your Company hosts the Candidates Affidavit Software developed by the Election Commission of India for maintaining the affidavits filed by the candidates electronically for elections. The facility has been provided at Primary and Disaster Recovery Data Centres to host the said application software. Your Company also maintains Recordkeeping System for Mahatma Gandhi Pravasi Suraksha Yojana of Government of India. NEW PROJECTS INITIATED DURING THE YEAR National Judicial Reference System (NJRS) project Income Tax Department (ITD) has appointed your Company as the Implementation Agency (IA) for establishment of NJRS to achieve efficiency in the tax litigation process of ITD. NJRS is envisaged to provide mechanism to manage Appeals and Judgments through Appeals Repository and Management System (ARMS) - ARMS is an online repository for all pending appeals at Income Tax Appellate Tribunal (ITAT), High Courts (HC) and Supreme Court (SC), Judicial Research & Reference System (JRRS) - JRRS is a repository of judicial orders as a single, indexed, searchable, cross-linked, database of Judgments / orders of ITAT, Authority of Advance Ruling (AAR), High Courts and Supreme Court. Project Status The entire IT and & non-IT infrastructure for NJRS has since been established. Central Data Processing Center (CDPC) has also been commissioned for carrying out the activities necessary to enable delivery of services for the project. Regional Scanning Centers (RSCs) have been setup at 28 locations for scanning of appeal documents. About 1.10 lac appeals documents of ITAT, HC and SC have been scanned. The 'Soft-Launch' version of the application, comprising primarily the functionality to search appeals and judgments available in the NJRS database has been successfully delivered. The appeal and judgment data available in NJRS is as follows: | ITAT | HC | SC | Judgments | 1,08,550 | 35,315 | 2,637 | Appeal data | 2,46,317 | 4,274 | 10,054 |
Commercial Tax Facilitation Center (CTFC) Services project for Government of Uttar Pradesh Uttar Pradesh Commercial Tax Department (UP-CTD) has appointed your company for providing various e-services to Dealers of VAT, CST & Entry Tax. Final Agreement for offering CTFC Services was signed between your company and UP CTD on May 23, 2014. The services are being provided through the existing network of FC branches in the state of Uttar Pradesh. The services being provided by the CTFC include digitization and online filing of returns and online application for registration. These CTFCs, appointed by your company, are designated to provide support to Uttar Pradesh CTD dealers in IT related services and thereby facilitate the Uttar Pradesh CTD to achieve transparency in its business processes. Supply and Personalization of Smart Ration Cards The Department of Food Supplies and Consumer Affairs, Government of National Capital Territory of Delhi was established in 1962. The main objectives of this Department are to effectively implement the Public Distribution System (PDS), be responsive to the needs of the citizens and undertake programs of the government of NCT of Delhi. Delhi is the first State in the country to implement the National Food Security Act 2013 wherein around 73.5 lakh people (about 44% of total population) are covered under the Food Security Act. The Department of Food Supplies and Consumer Affairs, Government of National Capital Territory of Delhi awarded the contract to your company for Supply and Personalization of Smart Ration Cards. As of now, more than 15 lacs smart ration cards have been printed and dispatched to Department of Food Supplies, New Delhi. EzeeWill System Your company in association with Warmond Trustees and Executors Private Limited (Warmond) has launched a new system to provide services of ‘Will Preparation’. A “Will” Document or Testament is a legal declaration through which a person (the one who prepares a “Will” is known as Testator), declares his wish about distribution of his assets after death to ensure that his legal heirs get their shares without any hassle and as per his wishes. This newly launched service is named as “EzeeWill”. NSDL e-Gov alongwith Warmond have set-up Centralised online computerised EzeeWill System to provide the services of ‘Will Preparation’. Ezeewill is designed to help clients capture the data required for Will preparation and after review, make the payment and submit the same for actual writing of the Will document. The expert lawyer panel, review the data submitted by client, write the Will document and send it to clients for their review and acceptance. While clients would be able to get the comfort of the technology and trust factors that NSDL e-Gov has established for many years now, they will also get services of expert lawyers from Warmond for preparation of their “Will” Document. NSDL e-Gov provides IT infrastructure for hosting and maintenance of web based platform whereas drafting of Will document is carried out by the expert Lawyer panel of Warmond which is one of the leading Trusteeship Company in India. In view of the unique nature of this service and reasonable cost, it is expected that during the current year, this service will become popular and provide enhanced source of revenue to your company. QUALITY OF SERVICE 1. Training & Orientation Programmes Presence of trained staff is a prerequisite to provide quality services to the end users. Hence, training the staff of the intermediaries such as Facilitation Centres and Enrolment Agencies is a function which is considered as one of the important areas by your company. Your Company has been conducting various training & orientation programmes for the staff of the entities providing services to the end users. During the year, 21 training programs were conducted in which more than 2000 persons were trained from various TIN-FC entities. CRA conducted more than 150 training programs across various locations covering over 1700 Nodal offices across sectors for the purpose of training them on various processes involved in NPS, interfacing requirements and process disciplines to be followed. More than 4000 attendees benefitted from attending these programs. Subscriber Awareness Programme (SAP) is being conducted to complement the efforts of PFRDA to make NPS popular amongst the masses and also to increase the awareness about NPS across India about various features of NPS. During FY 2014- 15, 72 SAPs were conducted across 64 cities. Around 10,000 people attended and benefitted from these programs. 2. ISO 27001 Certification Your company, which is currently holding the ISO 27001 certification for TIN and CRA systems, is now moving from ISO/IEC 27001:2005 to ISO / IEC27001:2013 (the new international standards notified for Information security management systems). Accordingly, TIN and CRA systems will undergo an ISO certification upgrade. The upgradation and certification process will be completed by September, 2015. 3. Capability Maturity Model Integration (CMMI) Your Company continues to hold Capability Maturity Model Integration (CMMI) level 3 for Central Recordkeeping Agency (CRA) services. This certification is valid for three years. 4. Tier III Certification by Uptime Institute (USA) Your Company continues to hold Tier III Certification by Uptime Institute (USA) for its Data Center facility at Disaster Recovery Site (DRS). 5. Inspections Your Company carries out periodic inspections of the Facilitation Centres for TIN and CRA, PAN Centres and Enrolment Agencies. These inspections are carried out to verify whether these entities are carrying out operations as per the stipulated procedures. In case deviations are observed, compliance is sought and appropriate penal action is taken. 6. Awards Economic Times e@G Summit had felicitated your Company with the award for “Remarkable Contribution to e-Governance Sector”. Mr. R.S. Sharma, IT Secretary, Government of India presented the award. This felicitation is an appreciation of your Company’s continuous and significant contribution to the Digital India Revolution HUMAN RESOURCES Your Company emphasizes on the quality of its human resources as Employees are vital for the organization. The Company has created favourable work environment and has set up a human resource management system, which enables it to retain and attract high calibre employees. Employee relations at all locations are harmonious and cordial. The Company gives utmost importance to the training and development of its employees. Various training and orientation programmes are conducted, both in-house as well as external programmes. Officials across various levels are exposed to programmes according to their respective training needs. Y o u r Company also nominates select employees to participate in various seminars and conferences for IT/ITeS industry both in India and abroad. A comprehensive induction programme is conducted for new recruits. Other training programmes are also conducted in order to keep abreast the employees in various technical, managerial and leadership areas. Special team building programmes are conducted for employees to increase their efficiency and performance as a team CORPORATE GOVERNANCE Corporate Governance primarily concerns transparency, full disclosure of material facts, independence of Board and fair play with all stakeholders. Your Company endeavours to constantly comply with and to continuously improve on these aspects with an overall view to earn trust and respect of the Members and other stakeholders. Corporate Governance at NSDL e-Governance Infrastructure Limited involves integrity, fairness, equity, transparency,accountability and commitment to values in all facets of its operations and dealing with all its stakeholders. Responsible corporate conduct is integral to the way your Company conducts business. The Company strongly believes in adhering to high standards of corporate governance & practices and implements it by constituting a Board with a balanced mix of eminent experts together with shareholder representatives who provide vision and direction to the Company. The Company aims at maintaining highest standards of transparency, complying with all applicable laws and regulations, conducting its business in an ethical manner and protecting the interests of investors and other stakeholders. Your Company believes in adopting and adhering to the best recognised corporate governance practices and continuously benchmarking itself against each of such practices. As a Company with a strong sense of values and commitment, your Company believes that financial viability of projects must go hand in hand with a sense of responsibility towards all stakeholders. This is an integral part of your Company’s business philosophy. AUDITORS STATUTORY AUDITORS The members at the Nineteenth Annual General Meeting of the Company held on September 25, 2014 have re-appointed M/s. Deloitte Haskins & Sells, LLP as Statutory Auditors of the Company to hold office for two financial years i.e till the conclusion of the Twenty First Annual General Meeting to be held in the year 2016 subject to ratification at every Annual General Meeting for which auditors had conveyed their acceptance. In terms of the provisions of the Companies Act, 2013 and Rules notified thereunder, the appointment of Auditors is required to be ratified by the shareholders at every Annual General Meeting. You are requested to ratify the re-appointment of Deloitte Haskins & Sells, LLP as Statutory Auditors of the Company till the conclusion of twenty first Annual General Meeting. INTERNAL AUDITORS The Company has been undertaking Internal Audit since inception. In terms of the provisions of the Companies Act, 2013 and Rules notified thereunder, the Company has re- appointed M/s Aneja Associates, Chartered Accountants as Internal Auditors for FY 2015- 16 to carry out Internal and Operations Audit of the Company. Internal Auditors carry out the audit and submit report on a quarterly basis to the Audit Committee. Internal Auditors evaluate the effectiveness of internal controls and suggest measures for their improvement. SECRETARIAL AUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S.N. Ananthasubramanian & Co, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure C. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Secretarial Audit Report NSDL e-Governance Infrastructure Limited CIN: U72900MH1995PLC095642 Times Tower, 1st Floor, Kamala Mills Compound Senapati Bapat Marg, Lower Parel,Mumbai- 400013 To, The Members, Our Secretarial Audit Report of even date is to be read along with this letter. Management's Responsibility It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively. Auditor's Responsibility Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.Where ever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.Disclaimer The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 ofthe Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, NSDL e-Governance Infrastructure Limited CIN: U72900MH1995PLC095642 Times Tower, 1st Floor, Kamala Mills Compound Senapati Bapat Marg, Lower Parel, Mumbai- 400013 We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by NSDL e-Governance Infrastructure Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 3151 March, 2015 according to the provisions of: The Companies Act, 2013 ('the Act') and the rules made thereunder; 11. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; 111. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):- Not applicable as the securities of the Company are not listed with any Stock Exchange The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 /Securities And Exchange Board of India (Share Based Employee Benefits)Regulations, 2014 (effective 281 The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ; The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 ; v1. The Company has identified the following law as specifically applicable to the Company: The Pension Fund Regulatory and Development Authority (PFRDA) Act, 2013. We have also examined compliance with the applicable clauses of the following: Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI) - (not applicable as not notified during the period under review) I The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited;(not applicable as the Securities of the Company are not listed with the Stock exchanges) During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report that: - The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent adequately in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views, if any, are captured and recorded as part of the minutes. We further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that the Company has adequate systems and processes commensurate with its size and operations, to monitor and ensure compliance with all applicable laws, rules, regulations and guidelines; and 'Y as informed, demand notices received from various statutory I regulatory authorities are being suitably dealt with. No Show Cause notice has been received by the Company under the Acts referred above or any other laws applicable to the Company. No significant legal/ arbitral proceedings are pending against the Company. We further report that during the audit period, there are no specific events I actions having a major bearing on the Company's affairs in pursuance of the laws, rules, regulations, guidelines, standards, etc, referred to above. CAUTIONARY STATEMENT Statements in the Management Discussion and Analysis describing the Company’s projections and estimates are based on the experience and actual results may vary depending upon industry conditions, Government policies and other incidental factors. APPRECIATION Your Directors are grateful for the support and co-operation extended by Government of India, Reserve Bank of India, Ministry of Finance, Ministry of Corporate Affairs, Pension Fund Regulatory and Development Authority, Election Commission of India, Central Board of Direct Taxes, Central Board of Excise and Customs, Unique Identification Authority of India, , Goods and Services Tax Network, State Governments / Union Territories, State Commercial Tax Departments, Business Partners, TIN-FCs, Points of Service, Enrolment Agencies, Consultants, Suppliers and Bankers. Your Directors express their deep sense of appreciation to all the employees whose outstanding professionalism, commitment a n d initiatives have made the organization’s growth and success possible. Finally, the Directors wish to express their gratitude to the Members for their trust and support. BOARD COMMITTEES The Board has constituted various committees of Directors to take informed decisions in the best interest of the Company. These Committees monitor the activities falling within their terms of reference. The Board committees play a crucial role in the governance structure of the Company and are being set out to deal with specific areas/activities which concern the Company and require a closer review. The Board committees are set up with the formal approval of the Board, to carry out the clearly defined role which is considered to be performed by members of the Board as a part of good governance practice. The minutes of the meetings of the Committees are placed before the Board. During the year, the Board had four committees,Audit Committee,Investment committee,Corporate social responsibility(CSR) Committe,Nomination & Remuneration committee. Investment Committee The Company has an Investment Policy approved by the Board for the purpose of making investments of surplus funds. The Board has formed an Investment Committee consisting of representatives of the Board for taking decisions related to exceptional investment opportunities, which do not fall within the scope of the approved Investment Policy. The Committee is chaired by Mr. Bansi Mehta, an Independent Director. Since there were no major deviations in Investments made by the Company, no meeting of Investment Committee was held during the year as all the Investments were made as per the Investment Policy approved by the Board. Composition of Investment Committee is given below: Sr. No. | Name of the Member | 1. | Mr. Bansi Mehta | 2. | Ms. D.N. Raval * | 3. | Mr. Gagan Rai | 4. | Mr. P.P. Vora^ | 5. | Mr. S.G.Nadkarni@ | 6. | Mr. K.C. Jani $ |
Ms. D.N. Raval was nominated as member of the Committee w.e.f January 1, 2015 ^ Mr. P.P.Vora ceased to be director and member of the Investment Committee w.e.f December 31, 2014 on account of retirement @ Mr. S.G. Nadkarni was nominated as member of the Committee w.e.f August 25, 2014 and ceased to be member w.e.f January 27 2015 on account of ceasing to be member of the Board. $ Mr. K.C.Jani, nominee director representing IDBI Bank Ltd ceased to be director w.e.f July 28, 2014 on account of withdrawal of nomination by appointing authority and ceased to be member of the Committee. BOARD OF DIRECTORS Your Board is entrusted with the requisite powers, authorities and duties to ensure highest level of integrity and transparency in all engagements of the Company. The Board also reviews long term as well as short term strategies of the Company from time to time and ensures statutory and ethical conduct with high quality financial reporting. The Board provides and evaluates the strategic direction of the Company, management policies & their effectiveness and ensures that the long term interests of all stakeholders are being served. Your Company has highly professional and experienced management team consisting of business/functional heads who look after the day-to-day affairs of the Company under the direction of Managing Director & Chief Executive Officer who functions under the overall supervision and control of the Board. Composition and size of the Board Your Company is managed and guided by professional Board comprising eminent persons with considerable professional expertise and experience in finance, legal, banking and other related fields. The Board comprises Seven (7) Directors, out of which Five (5) are independent; One (1) is Nominee Director and the Managing Director & CEO. Board Procedures and Meetings The Board provides and evaluates the strategic direction of the Company, management policies and their effectiveness. A minimum of four pre-scheduled Board meetings are held every year. Apart from the above, additional Board meetings are convened by giving appropriate notice in advance to all the Directors to address specific needs of the Company. However, in case of a special and urgent business need, the Board also approves by Circular Resolution, certain items of business which are permitted by the Companies Act and which cannot be deferred till the next Board Meeting. A tentative annual calendar of Board meetings is finalised in the Board meeting with the approval of the Board to facilitate Directors to plan their schedules for ensuring their meaningful participation in the meetings. The Board meetings are usually held at the registered office of the Company. The Agenda for the Board Meeting is prepared in consultation with the Managing Director & CEO. All departments of the Company are advised to communicate their work plans and / or business proposals to the Company Secretary well in advance so that the same can be included in the Agenda for the Board/Committee meetings for deliberations and approval. All material information is incorporated in agenda and the same with appropriate supporting documents, is circulated well in advance for facilitating meaningful and focused discussions at the meeting. Significant developments and material events are brought to the notice of the Board as a part of the agenda paper in advance of the meeting or by way of presentation and discussion material during the meeting. During the year under review, Four (4) Board Meetings were held on June 5, 2014; August 25, 2014; December 11, 2014 and March 30, 2015. Attendance of Directors at Board Meetings and number of other Directorships and Chairmanships/ Memberships of Committee of each Director in various companies: Sr. No. | Name of the Director | Category | Attendance Particulars | Number of other directorships | No. of Committee Positions held | No. of Board Meetings held during tenure | No. of Board meetings attended | In Public Companies | In Private Companies | Member | Chairman | 1 | Mr. Ravi Narain $ | Non-Executive Chairman / Nominee Director$ | 4 | 4 | 9 | None | 7 | 1 | 2 | Mr. Bansi Mehta | Non-Executive / Independent | 4 | 4 | 8 | None | 6 | 3 | 3 | Mr. Shailesh Haribhakti | Non-Executive / Independent | 4 | 4 | 9 | 10 | 3 | 5 | 4 | Mr. C.M.Vasudev | Non-Executive / Independent | 4 | 3 | 8 | 3 | 3 | 2 | 5 | Mr. B.N. Srikrishna | Non-Executive / Independent | 4 | 3 | 1 | 1 | None | None | 6 | Ms. D.N. Raval# | Non-Executive / Woman Independent | 1 | 1 | 6 | None | 2 | None | 7 | Mr. Gagan Rai | Managing Director & CEO | 4 | 4 | 1 | None | None | None | 8 | Mr. K. C. Jani* | Non-Executive / Nominee Director^ | 1 | 1 | N/A | N/A | N/A | N/A | 9 | Mr. B. Baburao# | Non-Executive / Nominee Director$ | 2 | 1 | N/A | N/A | N/A | N/A | 10 | Mr. P. P. Vora@ | Non-Executive / Independent | 3 | 3 | N/A | N/A | N/A | N/A | 11 | Mr. S.G.Nadkarni^ | Non-Executive / Nominee Director^ | 2 | 2 | N/A | N/A | N/A | N/A |
$ Mr. Ravi Narain represents NSE Strategic Investment Corporation Ltd. # Ms. D.N. Raval was appointed as Woman Independent Director w.e.f January 1, 2015. * Mr. K.C.Jani, nominee director representing IDBI Bank Ltd ceased to be director w.e.f July 28, 2014 on account of withdrawal of nomination by appointing authority. # Mr. B. Baburao, a nominee director representing Specified Undertaking of Unit Trust of India ceased to be director w.e.f November 26, 2014 on account of resignation. @ Mr. P.P.Vora ceased to be director w.e.f December 31, 2014 on account of retirement. ^ Mr. S.G.Nadkarni was appointed w.e.f August 25, 2014 as a Nominee Director representing IDBI Bank Ltd. and ceased to be director w.e.f January 27, 2015 on account of withdrawal of nomination by appointing authority. Note: While considering Memberships/Chairmanships of Committees, only the Audit Committee and Stakeholders’ Relationship Committees in all Public Limited Companies have been considered. Details regarding foreign exchange earnings and outgo FOREIGN EXCHANGEEARNINGS/OUTGO Foreign Exchange earnings / outgo during the year under review (Rs. in lacs) Sr. No. | Particulars | FY 2014-15 | FY 2013-14 | 1 | Foreign Exchange Earnings | Nil | Nil | 2 | Foreign Exchange Outgo/Expenditure incurred in foreign currency | 2.26 | 10.42 |
Disclosures in director’s responsibility statementDIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that to the best of their knowledge and belief and according to the information and explanations obtained by them in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures the directors had 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 the financial year and of the profit and loss of the company for that period; the directors had 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; the directors had prepared the annual accounts on a going concern basis; and the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Disclosure in board of directors report explanatoryTo the Members Your Directors are pleased to present the Twentieth Annual Report and the Audited Financial Statements of the company for the financial year ended March 31, 2015. |