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Shaping the future of software driven business
Report on Corporate Governance •
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Report on Corporate Governance
Company’s beliefs on Corporate Governance
“Corporate Governance is concerned with the holding the balance between economic and social goals and between individual
and communal goals. The Governance framework is there to encourage the efficient use of resources and equally to require
accountability for the stewardship of those resources. The aim is to align as nearly as possible in the interest of individuals,
corporations and society.”
by Sir Adrian Cadbury, UK
The Company believes in exceeding the highest standards of corporate governance as it enhances the long-term value of
the Company for its stakeholders. Good governance is an essential ingredient of good business. The following report on the
implementation of the Corporate Governance Code is a sincere effort of the Company to follow the Corporate Governance
Principles in its letter and spirit.
1.
Board of Directors
A. Size and composition of the Board
The Board of Directors of the Company has a combination of Executive, Non-Executive and Independent Directors with varied
professional background. As on March 31, 2019, the Company’s Board consisted of Eleven Directors: Two Executive Directors,
Eight Independent Directors and One Non-Executive Non-Independent Director. The Board of your Company is of the opinion
that the Independent Directors fulfill the condition specified in the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations). The Board is chaired by a full time Executive Director. Table 1 gives the composition of
the Board and the number of outside directorships held by each of the Directors as on March 31, 2019:
Table 1: Board of Directors
Name of the Director and
Director's Identification
Number (DIN)
Category
Directorships
Number of Committee
Positions held **
Indian Companies
Foreign
Companies
Chairman Member
Public*
Private
Dr. Anand Deshpande
(DIN 00005721)
Chairman and Managing
Director
2
2
4
NIL
1
Ms. Roshini Bakshi
(DIN 01832163)
Independent Director
2
1
NIL
NIL
NIL
Mr. Pradeep Bhargava
(DIN 00525234)
Independent Director
5
2
NIL
1
3
Mr. Sanjay Bhattacharyya
(DIN 01924770)
Independent Director
7
NIL
NIL
2
7
Mr. Guy Eiferman
(DIN 08101854)
Independent Director
NIL
NIL
1
NIL
NIL
Dr. Anant Jhingran
(DIN 05116722)
Independent Director
NIL
NIL
NIL
NIL
NIL
Mr. Thomas (Tom) Kendra
(DIN 07406678)
Non-Executive
Non-Independent Director
NIL
NIL
1
NIL
NIL
Prof. Deepak Phatak
(DIN 00046205)
Independent Director
3
3
NIL
NIL
1
Mr. Sunil Sapre
(DIN 06475949)
Executive Director and
Chief Financial Officer
NIL
1
8
NIL
1
Mr. Prakash Telang
(DIN 00012562)
Independent Director
4
1
NIL
2
6
Mr. Kiran Umrootkar
(DIN 00326672)
Independent Director
1
NIL
NIL
1
2
* Excluding directorship in Persistent Systems Limited
** Disclosure includes Chairmanship / Membership of Committees as required for computation of maximum number of
Committees of which Director can be Chairman or Member in terms of Regulation 26 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (i.e. Chairmanship / Membership of Audit Committee and Stakeholders’ Relationship
Committee in all Indian public companies including Persistent Systems Limited). The number of Memberships of the Directors
in the Audit / Stakeholder Committee includes the number of post of Chairperson of the said Committee held in listed entities.