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• Annual Report 2018-19
Shaping the future of software driven business
Performance Evaluation of the Board, its Committees and Directors
Your Company conducted the annual performance evaluation of the Board, its various committees, the Chairman of the Board
and other directors individually. The performance of the Board was evaluated by the Board after seeking inputs from all the
directors and senior management on the basis of criteria such as the board composition and structure, effectiveness of board
processes, information and functioning, etc. This was conducted in March and April 2019 by an external management consultant
and the findings of the evaluation were presented at the meeting of the Nomination and Governance Committee and the Board
of Directors held in April 2019.
Qualitative comments received during the Board evaluation were as follows:
– The Board was very active in planning process. Also, in CEO selection and transition process, their suggestions were very
valuable and appropriate.
– Board meetings were conducted in a very transparent and open environment, concerns conveyed without reservation and
the Board has been forthright.
– The Board has evolved to become more diverse and complementary, coverage is excellent.
Previous year’s observations (For FY 2017-18) and actions taken are as follows:
Sr.
No.
Observations
Actions taken
1.
Going forward, during evaluation process, the focus
may be given more on qualitative comments.
It has been decided that henceforth the ranking or rating system
on evaluation questions be changed to qualitative comments
and the same was implemented immediately thereafter.
2.
The Board members may share the best practices
observed by them in other companies during the
relevant discussions.
An appeal was made to the Board members to share the best
practices observed by them in other companies during the
relevant discussions. Accordingly, the Directors have started
sharing the best practices observed by them in other companies.
Proposed actions based on current year’s observations:
Sr.
No.
Observations
Actions proposed
1.
The Board may consider setting aside time in every
meeting to discuss certain themes in depth – thinking
big, developing the next generation of leaders, M&A,
etc. This could be decided in advance or based on the
issues at the time of the meeting.
The observations have been communicated to the Board and
accordingly, necessary steps will be taken in due course.
2.
A program of Directors mentoring specific leaders
may be introduced again.
Disclosure of Cost Audit
Your Company had filed Form 23C for appointment of Cost Auditor relating to its activities of generation of electricity from
windmill turbine under the Companies (Cost Audit Report) Rules, 2011. However, based on another Circular dated November 30,
2011 issued by the Ministry of Corporate Affairs (MCA), your Company claimed exemptions from the requirement of the Cost
Auditor for the said purposes and accordingly, had written a letter dated December 19, 2012 to MCA, Cost Audit Branch, for
withdrawal of the appointment of the said Cost Auditor as well as cancellation of the Form 23C so filed. Reply to the said letter
is awaited from the concerned office of the MCA.
Listing with the stock exchanges
The Equity Shares of your Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE)
since April 6, 2010. Listing fees for the financial year 2018-19 have been paid to both BSE and NSE.
Secretarial Standards
The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS–1), Secretarial
Standard on General Meetings (SS–2), Secretarial Standard on Dividend (SS-3) and Secretarial Standard on ‘Report of the Board
of Directors’ (SS-4). Your Company complies with the same.