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Shaping the future of software driven business
Report on Corporate Governance •
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Table 3: Chairmanship / Membership of Directors of the Company in other Committees
Name of the Director
Category
Membership in
Committees*
Chairmanship in
Committees*
Dr. Anand Deshpande
Chairman and Managing Director
1
NIL
Ms. Roshini Bakshi
Independent Director
2
NIL
Mr. Pradeep Bhargava
Independent Director
7
4
Mr. Sanjay Bhattacharyya
Independent Director
7
1
Mr. Guy Eiferman
Independent Director
Dr. Anant Jhingran
Independent Director
2
NIL
Mr. Thomas (Tom) Kendra
Non-Executive and Non-Independent Director
1
NIL
Prof. Deepak Phatak
Independent Director
1
NIL
Mr. Sunil Sapre
Executive Director and Chief Financial Officer
2
NIL
Mr. Prakash Telang
Independent Director
7
4
Mr. Kiran Umrootkar
Independent Director
5
1
*Includes Committees (other than Audit Committee and Stakeholders Relationship Committee) of all companies in India and
abroad, including Persistent Systems Limited.
B. Brief description of terms of reference of the Board of Directors:
i.
To manage and direct the business and affairs of the Company;
ii.
To manage, subject to the Articles of Association of the Company, its own affairs, including planning its composition,
selecting its Chairman, appointing Committees, establishing the terms of reference and duties of Committees and
determining Directors’ compensation;
iii.
To act honestly and in good faith in the best interests and objects of the Company, its employees, its shareholders, the
community and for protection of environment;
iv.
To exercise due care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and
shall also exercise independent judgement;
v.
To participate directly or through its Committees, in developing and approving the mission of the business, its objectives
and goals and the strategy for their achievement;
vi.
To ensure congruence between shareholders’ expectations, Company’s goals, objectives and management performance;
vii. To monitor the Company’s progress towards its goals and to revise and alter its direction in light of changing circumstances;
viii. To approve and monitor compliance with all significant policies and procedures by which the Company is operated;
ix.
To ensure that the Company operates at all times within applicable laws and regulations and ethical and moral standards;
x.
To ensure that the performance of the Company is adequately reported to shareholders, other stakeholders and regulators
on a timely and regular basis;
xi.
To ensure that the audited annual financial statements are reported fairly and in accordance with the Accounting
Standards issued by the Institute of Chartered Accountants of India;
xii. To ensure that any developments that have a significant and material impact on the Company are reported from time to
time to the concerned authorities;
xiii. Not to involve in a situation which may have a direct or indirect interest that conflicts, or possibly may conflict with the
interest of the Company;
xiv. Not to achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners or
associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that
gain to the Company;
xv. Not to assign his office and any assignment so made shall be void; and
xvi. To act in accordance with the laws and regulations of the country and the Memorandum and Articles of Association of the
Company.