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NSE
726.85
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-9.00 -1.22%

Updated:27 May, 2019, 13:14 PM IST

BSE
726.75
Change Change %
-9.25 -1.26%

Updated:27 May, 2019, 13:20 PM IST

DIRECTORS' REPORT

Your Directors present their Twenty–Ninth Annual Report together with the audited accounts of your Company for the year ended March 31, 2016.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 12/– per Equity Share (240%), payable to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The dividend includes an additional special dividend of Rs. 6/– per share to commemorate the 10th year of Company's listing on the stock exchanges.

SHARE CAPITAL

During the year under review, your Company allotted 7,021,157 equity shares on the exercise of stock options under various Employee Stock Option Plans. Consequently the issued, subscribed and paid–up equity share capital has increased from Rs. 4,803.94 Million divided into 960,788,912 equity shares of Rs. 5/– each to Rs. 4,839.05 Million divided into 967,810,069 equity shares of Rs. 5/– each.

BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

The Company offers a bouquet of services which includes Telecom IT & Network Services, Consulting, Application Outsourcing, Infrastructure Outsourcing, Engineering Services, BPO, Platform Solutions and Mobile Value Added products and Services. With an impeccable track record of delivery and strong alliances with leading technology and product vendors, the Company serves more than 800 customers, including several of the Fortune 500 Companies.

In the fiscal year 2015–16 the Company's consolidated revenues increased to Rs. 264,942 Million from Rs. 226,213 Million in the previous year, a growth of 17.1%. The geographic split of revenue was balanced with 47% share of Americas, 29% share of Europe and 24% from  Rest of the World.

The consolidated Profit before Interest, Depreciation, Tax and Exceptional Items was at Rs. 48,750 Million, against Rs. 42,987 Million in the previous year. The consolidated Profit After Tax, amounted to Rs. 31,180 Million as against Rs. 26,277 Million in the previous year. The number of customers increased from 767 in the previous year to 807 at the end of fiscal year 2015–16.

In emerging areas of Big Data, Mobility, Network, Cloud, Security, Platforms and Engineering Services, Tech Mahindra is well placed with its breadth of service offerings. Your company has also progressed well in building intellectual property through various Products & Services and Platforms. Your Company is committed towards building a synergistic relationship with its partners to enable, deliver, complete and customized solutions to customers. Tech Mahindra developed an integrated program 'BROP' (Building Relationships and Opportunities and Projects) program, which helps partner organizations and customers to succeed.

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and to the date of the report.

In summary, Tech Mahindra is well positioned in the markets it serves with a broad range of service offerings and a diversified customer base.

MERGER

During the year under review two wholly owned subsidiaries of the Company viz., Tech Mahindra BPO Limited and New vC Services Private Limited got amalgamated with the Company pursuant to the Scheme of Amalgamation (the "Scheme") sanctioned by the Honorable High Court of Bombay vide its order dated March 4, 2016. The Scheme came into effect on March 29, 2016, upon filing of the court order with the Registrar of Companies, Mumbai and pursuant thereto the entire business and all the assets and liabilities, duties, taxes and obligations of both the transferor companies have been transferred to and vested in the Company from the appointed date i.e., April 1, 2015.

During the year under review, Mahindra Engineering GmbH, a wholly owned subsidiary of the Company, got amalgamated with Tech Mahindra GmbH another wholly owned subsidiary of your Company in Germany.

ACQUISITIONS

During the year, your Company and Mahindra & Mahindra Limited (M&M), have jointly entered into an agreement with Pincar S.r.l., to purchase a  controlling stake in Pininfarina S.p.A., an iconic 85 year old legendary Italian styling brand associated among others with Ferrari, Alfa Romeo and Peugeot. The acquisition will complement existing engineering capability of the Company with High–end styling and Engineering Services. As part of the agreement, Tech Mahindra and M&M shall purchase 76.06% of Pininfarina shares from the current controlling shareholder Pincar S.r.l. at a price of Euro 1.1 per share through a Special Purpose Vehicle (SPV), the ownership of which will be with your Company and M&M in the ratio of 60:40. The SPV would also make an open offer to the public shareholders of Pininfarina for the balance 23.94% stake at the same price. The SPV will infuse further funds into Pininfarina by way of Rights issue. Pininfarina will continue to remain an independent Company, listed on the Milan Stock Exchange, with Mr. Paolo Pininfarina continuing as the Chairman of its board.

DETAILS OF SUBSIDIARY / JOINT VENTURES /  ASSOCIATE COMPANIES

As on March 31, 2016, your Company has 148 subsidiaries which includes 109 step–down subsidiaries and 4 Associate Companies. There has not been any material change in the nature of the business of the subsidiaries. As required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013, the Consolidated Financial Statements of your Company and all its subsidiaries are provided in this Annual Report. The Consolidated Financial Statements have been prepared in accordance with Accounting Standards AS 21, AS 23 and AS 27 issued by The Institute of Chartered Accountants of India and shown the financial resources, assets, liabilities, income, profits and other details of your Company and its subsidiaries and its share in Associate Company as a single entity, after elimination of minority interest.

The performance and financial position of subsidiaries, associate companies and joint venture companies included in the Consolidated Financial Statement is provided in accordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 as a separate statement annexed to the Notes on Accounts containing the salient features of the financial statement of Company's subsidiaries/joint ventures or associate companies in Form AOC – 1.

Pursuant to Rule 8 (5) (iv) of the Companies (Accounts) Rules, 2014, the names of the companies which have become or ceased to be the subsidiaries, joint ventures or associate companies during the year are provided in "Annexure I" to this report.

The policy for determining Material Subsidiaries formulated by the Board of Directors is disclosed on the Company's website and is accessible on <http://www>. techmahindra.com/investors/corporate_governance.aspx

HUMAN RESOURCES

Your Company believes that while Technology can enable processes but it is People who actually make things happen. In a journey of delivering tangible business value to stakeholders, Associates are envisioned as a strategic differentiator for the Company. Tech Mahindra's Employee Value Proposition – Freedom to Explore: Connect, Co–Create and Celebrate – is at the core of its people practices and policies.

Tech Mahindra nurtures globally competitive professionals through robust training programs enabling continuous learning for the Associates. The Company also enables young achievers to demonstrate their leadership skills and strategic thought process through focused early leadership programs like Young CEO, 1000 Leaders, Shadow Board, Global Leadership Cadre (GLC) and Achievers in the Making (AIM). As a reflection on the sustained efforts and initiatives undertaken by the learning and career development teams, your Company was ranked No.14 globally at the Training Top 1251 awards – the top rank among all IT organizations worldwide and all Indian organizations across sectors.

Your Company promotes an empowered and collaborative work environment where leaders stay engaged with the Associates and encourage them to challenge conventional thinking. Through the Intrapreneurship Program, Associates have the opportunity to pursue their business ideas and commercialize them with support from mentors and resources from your Company. Your Company also has a comprehensive reward program that appreciates individuals and teams at the unit, functional and organizational levels. Your Company's Knowledge Management program is one of the best in the

1 Training Top 125 isa premier US based learning industry award. Award winners are organizations with the most successful learning and development programs in the world.  industry and the Company was conferred with the ASIAN Knowledge Management MAKE (Most Admired Knowledge Enterprise) Award in 2015. Similarly, the social Intranet portal, MyBeatPlus, fosters connecting, co–creating and celebrating within the organization, and was awarded the "Best Marketing Idea Award" at The Great Indian IT Marketing Summit.

Your Company is committed to providing a holistic employment experience to Associates with the flexibility to balance both professional and personal commitments. The comprehensive Wealth of Wellness (WoW) offerings enhance physical, mental, emotional and spiritual wellbeing of the Associates. The Company was ranked 2nd in the country for Wellness practices at Chestnut Global Partner's Employee Health and Wellness Ranking 2015. There is a significant focus on creating a fun–filled, high energy work environment where personal milestones, organizational successes and special occasions are celebrated with fervour and enthusiasm involving not just Associates but also their families.

During the year under review, Tech Mahindra's people practices, policies and programs have been awarded in various external forums representing members from not just the Information Technology industry but the entire spectrum of the corporate world.

Tech Mahindra won 4 Awards at the Society for Human Resources Management (SHRM) India Annual Awards  2015:

s Winner of Excellence in Social Media People Practices

s Winner of Excellence in Developing Leaders of Tomorrow

s Winner of Excellence in Community Impact

s Runners Up in Employee Health and Wellness Practices

Tech Mahindra was also recognized as one amongst the Top 3 in the country for its People Practices at the Business World HR Excellence Awards 2015 apart from being awarded the Change Champion Award.

These awards and recognitions have positioned Tech Mahindra as an organization that puts people first, delivers future focused excellence in the field of People Management and recognizes the importance of human capital as a key driver of business growth.

QUALITY

Your Company continues its focus on quality and strives to exceed customer expectations at all times. It is certified under various standards to meet client demands and enhance value delivery – Successfully assessed at CMMI Dev & SVC V1.3 L5, TMMi L5, TL9K, ISO 9001:2008, ISO 20000:2011, ISO 27001: 2013, ISO 13485, Auto Spice, AS9100:2009 (Standard for Aerospace domain – scope of certification limited to the aerospace business within Tech Mahindra). In addition to these, your Company also maintains its commitment to health, safety and environment by continually improving its processes in accordance with ISO 14001 and OHSAS 18001 standards.

Your Company is also certified on ISO 22301:2012  (Societal Security) and has a comprehensive Business Continuity and Disaster Recovery framework, to prevent potential business disruptions in the event of any disaster. It has processes that will help resume services to customers' acceptable service levels. Automated Service Desk with SLAs for enabling business and Vulnerability Assessment and Penetration Testing Lab for secured corporate network operations are highlights showcasing information security posture of the Organization.

Tech Mahindra (IT Division) has emerged as the 'organization with highest maturity of business excellence practices' at Mahindra Group (Services Sector). It has been assessed at TMW Maturity Stage 6 (on scale of 1–10 stages) of Mahindra Business Excellence Framework – The Mahindra Way.

These certifications are testimony of the robustness of business processes and at large the quality culture imbibed in the organization.

Your Company has also introduced Practices for transforming Quality Assurance processes to Delivery Assurance processes with focus on Product Assurance and Architecture Assurance; these are measured and monitored through various indices. One such initiative is "Execution Excellence Index" focusing on achieving high project maturity, improved tools usage and standardization, knowledge management and performance on key business metrics, in order to strengthen further the Business Excellence in what we deliver to the customers, thereby achieve better Customer satisfaction. Your Company is putting all the initiatives in place in order to ensure we deliver as stated in Quality Policy.

DIRECTORS

During the year under review, Mr. Vineet Nayyar Executive Vice Chairman of the Company retired on August 09, 2015 and the Board thought it appropriate that the Company should continue to avail the benefit of Mr. Nayyar's vast experience and expertise. Accordingly, your Board of Directors approved the recommendation of the Nomination and Remuneration Committee of the Board (the Committee) and appointed Mr. Vineet Nayyar as an Additional Director and designated him as Vice Chairman of the Company with effect from August 10, 2015. Mr. Nayyar has been associated with the Company for more than a decade – initially as Managing Director and subsequently as Executive Vice Chairman. Mr. Nayyar has contributed immensely to the growth of the Company and has been instrumental in bringing the Company to its current status.

Further, the Board considered the recommendation of the Committee and appointed Mr. V. S. Parthasarathy, who is the Group CFO & Group CIO of Mahindra & Mahindra Ltd. and member of the Group Executive Board, as an Additional Director with effect from August 10, 2015.

The approval of the Members is sought for appointment of Mr. Vineet Nayyar (DIN: 00018243) and Mr. V. S. Parthasarathy (DIN: 00125299) as Directors of the Company, liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 (6) (c) of the Companies Act, 2013, Mr. C. P. Gurnani, Director (DIN: 00018234) is liable to retire by rotation and offers himself for reappointment.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has devised a policy on evaluation of performance of Board of Directors, Committees and Individual directors. This policy is also in compliance to Regulation 19 read with Schedule II, Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the Chairman of the Nomination and Remuneration Committee obtained from all the board members duly filled in evaluation forms for evaluation of the Board as a whole, evaluation of the Committees and peer evaluation. The summary of the evaluation reports were presented to the respective Committees and the Board for their consideration.

Policy on Directors Appointment and Remuneration

The Governance policies laid down by the Board of directors of your Company include:

i. Policy on appointment and removal of Directors, Key Managerial Personnel and Senior Management

ii. Policy on remuneration to the Directors, Key Management Personnel, Senior Management and other Employees

The extract of these two policies are provided in "Annexure II".

Training

The Company has laid down a policy on training for Independent Directors, as part of the governance policies. The directors are updated on the regulatory changes, Business strategy and operations by the senior leadership of the Company periodically.

Key Managerial Personnel (KMPs)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. C. P. Gurnani, Managing Director & Chief Executive Officer, Mr. Milind Kulkarni, Chief Financial Officer and Mr. G. Jayaraman, Company Secretary & Chief Compliance Officer are the Key Managerial Personnel of the Company.

During the year under review, Mr. Vineet Nayyar ceased to be Key Managerial Personnel of the Company with effect from August 10, 2015 consequent to his retirement from the position of Executive Vice Chairman.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representation(s) received from the Operating Management and after due enquiry, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. they have, in the selection of the accounting policies, consulted the Statutory Auditors and

these have been applied consistently and, reasonable and prudent judgments and estimates have been made 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;

iii. proper and sufficient care had 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;

iv. the annual accounts have been prepared on a going concern basis;

v. they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. the proper systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE

FINANCIAL STATEMENTS

The Company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Company's policies, the safe guarding of assets, the prevention & detection of frauds & errors, the accuracy & completeness of accounting records and timely preparation of reliable financial information.

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, [Firm's Registration No. 117366W/W–100018] the Auditors of your Company, hold office upto the conclusion of the forthcoming Annual General Meeting (AGM) of the Company. Pursuant to provisions of Section 139(2) of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells LLP are eligible for appointment as Auditors. Your Company has received a written confirmation from M/s. Deloitte Haskins & Sells LLP, Chartered Accountants to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 for their appointment. The Board recommends the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Auditors of the Company from the conclusion of the ensuing AGM to the conclusion of the next AGM. There are no qualifications, reservation or adverse remark or disclaimer made in the audit report for the Financial  Year 2015–16.

SECRETARIAL AUDIT REPORT

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 had appointed Dr. K. R. Chandratre, Practicing Company Secretary, Pune to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is provided as "Annexure III". There are no qualifications, reservation or adverse remark or disclaimer made in the Secretarial Audit Report.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, the extract of the Annual Return in Form MGT–9 is attached as "Annexure IV".

MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as "Annexure V".

None of the directors or Managing Director of the Company, received any remuneration or commission from Subsidiary Companies of your Company.

The details of remuneration paid to the Directors including Executive Directors of the Company are given in Form MGT–9 forming part of the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information, may write to the Company Secretary at the Registered Office / Corporate Office of the Company and the  said information is available for inspection at the Registered Office of the Company.

Anti–Sexual Harassment Policy

Your Company laid down Anti Sexual Harassment policy and it is made available on the website of the Company. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EMPLOYEE STOCK OPTION PLANS

During the year under review, there were no material changes in the Employee Stock Option Plans (ESOPs) of the Company and the Schemes are in compliance with the SEBI Regulations on ESOPs. As per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated June 16, 2015 the details of the ESOPs are uploaded on the Company's website <http://www.techmahindra.com/sites/ResourceCenter/> brochures/investors/corporate governence/Details–of–  ESOPs.pdf.

CORPORATE GOVERNANCE

A report on Corporate Governance covering amongst others, composition, details of meetings of the Board and Committees along with a certificate for compliance with the conditions of Corporate Governance issued by the Statutory Auditors of the Company, in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

RISK MANAGEMENT

The Risk Management Committee of the Board of Directors periodically reviews the Risk Management framework, identified risks with criticality and mitigation plan. The elements of risk as identified for the Company with impact and mitigation strategy are set out in the Management Discussion and Analysis Report.

ESTABLISHMENT OF VIGIL MECHANISM

Your Company has laid down Whistle Blower Policy covering Vigil Mechanism with protective Clauses for the Whistle Blowers. The Whistle Blower Policy is made available on the website of the Company.

DEPOSITS / LOANS & ADVANCES, GUARANTEES OR  INVESTMENTS

Your Company has not accepted any deposits from the public during the year under review. The particulars of loans/advances, guarantees and investments under Section 186 of the Companies Act, 2013 are given in the notes forming part of the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and are at an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties in the financial year which were in conflict with the interest of the Company and requiring compliance of the provisions of revised Regulation 23 of the Listing Regulations. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes forming part of the Financial Statements.

The Company has formulated a policy on materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the Company's website <http://www.techmahindra>. com/sites/Resource Center/ Brocheres/investors/ corporate governance/RPTPolicyAmended.pdf.

The particulars of Related Party Transactions in prescribed Form AOC – 2 are attached as "Annexure VI".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in "Annexure VII" which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR vision of your Company is "Empowerment through Education."

In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your  Company constituted a Corporate Social Responsibility (CSR) Committee. Your Board of Directors laid down the CSR Policy, covering the Objectives, Focus Areas, Governance Structure and Monitoring & Reporting Framework among others. The policy is available at <http://www.techmahindra.com/society/default.aspx>.

Your Company's social initiatives are carried out by Tech Mahindra Foundation and Mahindra Educational Institutions.

TECH MAHINDRA FOUNDATION (TMF)

The Tech Mahindra Foundation, the CSR arm of the Company, established in 2007 as a Section 25 Company of erstwhile Companies Act, 1956, works towards a stated mission:

"Educated, skilled and able women and men are a country's true strength".

During the year under review, Tech Mahindra Foundation conducted 160+ high–impact projects with 90+ partners, reaching out to 150,000+ children and youth across these locations.

School Education

The Foundation's work in school education focuses upon three thematic areas: school improvement, teacher empowerment and learning enrichment. The key initiatives include:

All Round Improvement in School Education (ARISE):

Tech Mahindra Foundation's educational initiatives under ARISE are long–term school improvement programmes, run in partnership with local governments and partner organisations. The Foundation has adopted 60+ schools across India and is working with 18 partners to turn them around completely into model schools of excellence. ARISE+ initiatives encompass educational empowerment programmes for children with disabilities.

Shikshaantar:

Shikshaantar, envisioned as a programme for enhancing capacity of government school teachers, has taken rapid strides during the year. TMF has been working with the East Delhi Municipal Corporation to manage its In–Service Teacher Education Institute (ITEI), where teachers from nearly 400 primary schools receive quality training on a regular basis.

Shiksha Samvardhan:

Shiksha Samvardhan, or the education enrichment programme, is a thematic intervention around learning enhancement initiatives of the Foundation, towards making learning interesting, child–centred and activity–based to reduce cumulative burden of non–comprehension and to promote grade appropriate competencies.

Employability:

Skills for Market Training (SMART) is the Foundation's flagship programme in employability. It is built on the vision of an educated, enlightened and employed India, and a belief that educated and skilled youth are the country's true strength. The programme started with 3 Centres in 2012 and is currently running 65 Centres at 10 locations across India. These include SMART Centres, SMART+ Centres (training for people with disabilities), SMART–T Centres (training in technical trades) and the first SMART Academy for Healthcare in Delhi. The Academy will closely engage with the industry stalwarts for constant curriculum upgradation and placement.

During the year under review, your Company trained ~16,000 young women and men under its SMART programme. More than 75–80% of the graduates are placed in jobs upon successful completion of the training, across multiple industries.

MAHINDRA EDUCATIONAL INSTITUTIONS (MEI)

Technical Education

Your Company's initiatives in technical education are carried out through Mahindra Educational Institutions (MEI), under which the Institution has extended infrastructural and operational support to Mahindra Ecole Centrale, a state of–the–art technical institution in Hyderabad. The institution offers a four–year B.Tech Programme in association with Ecole Centrale, Paris under an industry academia memorandum of understanding with Jawaharlal Nehru Technological University, Hyderabad.

The institution's vision is to train engineers to be entrepreneurial and innovative as well as technically trained, so that they are capable of meeting the greatest challenges of the era. It is aligned to MEI's work for the cause of promoting quality higher education by establishing institutions of higher learning, encourage education and research work in different disciplines and to promote innovation and technology development.

The Annual Report on CSR activities is provided as

"Annexure VIII".

SUSTAINABILITY

Your company believes that responsible business can be possible only when aligned to sustainable development. Thus the Company concentrated its efforts on leveraging Sustainability as a core aspect when implementing strategies across all dimensions–social, economic and environmental. The focus on next generation solutions, attracting and retaining the right talent and identifying the environmental goals ensure that company adheres to a business strategy that impacts positively and creates a sustainable value for all its stakeholders. Your company's current rankings in Sustainability indices affirm its efforts and validate the decision in aligning business with sustainability. With its sustainable development efforts remaining an unchanging priority, your Company is now looking at a future that is economically viable, environmentally friendly and socially just.

Tech Mahindra has been part of the Sustainability movement within the M&M Group and had been earlier reporting its sustainability performance in the Mahindra Group Sustainability Report. Since 2013–14, your Company has been highlighting the Sustainability performance in stand–alone Tech Mahindra Sustainability reports. The performance for both years has been externally assured by KPMG in accordance with the latest guidelines of the internationally accepted, Global Reporting Initiative (GRI). The detailed reports can be accessed at <http://> www.techmahindra.com/company/Sustainability.aspx

The focused efforts of your Company ensured that it has done well in the 3–year targets taken for critical material issues identified in its business operations. Your Company is now in the process of mapping out the next 3–year roadmap with more emphasis on carbon emissions, carbon pricing and becoming carbon neutral.

The Company's responsibilities and emphasis on its green eco–system is seen through the various energy, water and waste reduction initiatives that have helped cut down the carbon emissions. The Company insistence on associates following 4Ps– Pedal, Paidal, Pool and Public transport have also highlighted the importance of reducing pollution and being environmentally friendly. The Green Marshals at TechM, a small band of passionate associates spearhead the cause of environment and advocate sustainability across the organisation. The customers were helped by

the Company to realize their sustainability objectives through its spectrum of services such as SMART cities solutions, Mobility, Cloud based solutions, platforms, data center consolidation services, MICRO Grid and Energy Management Services. We have ensured that we attract, mentor and retain the best talent through effecting an assured career development path and a feasible work–life balance.

The recent leadership position across platforms such as DJSI, CDP and CSR NewsAsia Rankings 2015, affirm its efforts and organizational strategy on sustainability. The highlights for the year 2015–16 have been in the following areas:

– Installation of 4277 Occupancy sensors across Pune, Hyderabad, Noida, Chennai & Bhubaneshwar led to reduced electricity consumption of 1159067 kWh & Carbon Emission Savings of 950.43 MTCO2.

– Ergonomics, Yoga and Wealth of Wellness initiative for associate well being.

– Successful commissioning of solar plants with a capacity of 1928 kWp at Chennai and Hyderabad. The overall capacity of Solar plants is now 2442kWp and the plants generated 2232875 units of Green power and Carbon Emission Savings of 1830.95 MTCO2.

– Participation and merit inclusion in Carbon Disclosure Project 2015 and Dow Jones Sustainability Index 2015.

– 121348 Kg of E–waste disposed through government authorized certified vendors for recycling.

– Sewage Treatment Plants across 8 locations helped recycle and reuse 405139.2 Kl of water.

– Recycling of wet waste through vermicompost yielded 53.7 tons of manure which was used for landscaping.

– Green procurement of 2353 Laptops & 4795 Desktops helped save 607296 kWh of electricity & Carbon Emission Savings of 497.98 MTCO2.

– Reduction of Carbon emissions Scope 1 & 2 by 4.32% since base year FY 2012–13.

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Business Responsibility Report is attached and forms part of this Annual Report.

AWARDS AND RECOGNITION

Your Company continued its quest for excellence in its chosen area of business to emerge as a true global brand. Several awards and rankings continue to endorse your Company as a thought leader in the industry. Mr. C. P. Gurnani, Managing Director & Chief Executive Officer was awarded the Best CEO of the Year Award at Forbes India Leadership Awards 2015. The awards / recognitions received by the Company during the year 2015–16 include:

• Golden Peacock Award in Innovation

• National Award for Supply Chain and Logistics Excellence

• ISG UK & Ireland Paragon Award for Collaboration

• Indo American Corporate Excellence Award for Excellence in CSR

• European IT Excellence Awards

• Dow Jones Sustainability Index under both emerging Markets and DJSI world Category

• Golden Peacock Award for Risk Management

• Deloitte Tech Fast 50 India 2015 Program

• Forbes 100 Middle East – Global meets Local 2015 Award

• Golden Peacock HR Excellence Award for Outstanding People Management Practices

• ET Telecom Awards for Cloud Technology

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributions made by employees towards the success of your Company. Your Directors gratefully acknowledge the co–operation and support received from the shareholders, customers, vendors, bankers, regulatory and Governmental authorities in India and abroad.

For and on behalf of the Board

Anand G. Mahindra

Chairman

Date: May 24, 2016

Place: Mumbai

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