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• Annual Report 2018-19

Shaping the future of software driven business

C. Chart setting out the competencies of the Board:

The Board of Directors take into consideration the following parameters while nominating the candidates to serve on the Board:

1.

Technical expertise

2.

Large-scale global operations

3.

Strategy and planning

4.

Financial, treasury management and taxation expertise

5.

Governance, Compliance and Audit purview

In the table below, the specific areas of focus and expertise of individual Board Members have been highlighted. However,

the absence of mark against a Member’s name does not necessarily mean the Member does not possess the corresponding

qualification or skill.

Table 4: Details of the specific areas of focus and expertise of individual Board Members

Name of the Director

Technical

expertise

Large-

scale global

operations

Strategy and

planning

Financial,

treasury

management

and taxation

expertise

Governance,

Compliance and

Audit purview

Dr. Anand Deshpande

Ms. Roshini Bakshi

-

Mr. Pradeep Bhargava

-

Mr. Sanjay Bhattacharyya

-

Mr. Guy Eiferman

-

-

Dr. Anant Jhingran

-

-

Mr. Thomas (Tom) Kendra

-

-

Prof. Deepak Phatak

-

-

Mr. Sunil Sapre

-

Mr. Prakash Telang

-

Mr. Kiran Umrootkar

-

D. Board meetings and deliberations:

The Company Secretary in consultation with the Chairman of the Company and Chairman of the respective Board Committees

prepares the agenda and supporting papers for discussion at each Board meeting and Committee meetings, respectively.

Members of the Board or Committees are free to suggest any item to be included in the agenda, in addition to their right to

bring up matters for discussion at the meeting with the permission of the Chairman.

Information and data that is important to the Board to understand the business of the Company in general and related matters

are tabled for discussion at the meeting. Agenda is circulated in writing to the members of the Board seven days in advance

before the meeting.

The Board and the Audit Committee meet in executive session, at least four times during a financial year, mostly at quarterly

intervals inter alia to review quarterly financial statements and other items on the agenda. Additional meetings are held, if

deemed necessary, to conduct the business. Those members of the Board, who are not able to participate in the Board meetings

in-person, generally participate in the meeting through video-conferencing. The Business Unit Heads, Chief Financial Officer

and Chief Planning Officer of the Company attend the Board and Committee meetings upon invitation. The other executives

and delivery heads are generally invited at the meetings on need basis. In terms of Regulation 17 of Listing Regulations, the gap

between two Board meetings has not exceeded one hundred and twenty days. The maximum gap between two Board meetings

held during the financial year 2018-19 was Ninety-Six days i.e. from October 21, 2018 to January 27, 2019.

During the year under report, all recommendations given by the various committees of the Board have been accepted by the

Board of Directors.