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Shaping the future of software driven business
Report on Corporate Governance •
135
During the financial year 2018-19, the Board of Directors met five times on April 23 and 24, 2018, June 7, 2018,
July 27 and 28, 2018, October 20 and 21, 2018 and January 27 and 28, 2019. Table 5 below gives the attendance record of the
Directors at the Board meetings and the last Annual General Meeting held on July 27, 2018. In this report, the signs below,
wherever they appear, denote the following:
Y – Present for the meeting in person; N – Absent for the meeting; C – Chairperson;
AVC – Attended through Video Conferencing
Table 5: Attendance of Directors at the Board Meetings and Annual General Meeting (AGM)
Name of the Director
------------------- Board Meetings -------------------
AGM held on
July 27, 2018
April
23 & 24, 2018
June
7, 2018
July
27 & 28, 2018
October
20 & 21, 2018
January
27 & 28, 2019
Dr. Anand Deshpande (C)
Y
Y
Y
Y
Y
Y
Ms. Roshini Bakshi
N
N
Y
N
Y
Y
Mr. Pradeep Bhargava
Y
Y
Y
Y
Y
Y
Mr. Sanjay Bhattacharyya
Y
N
N
AVC
N
N
Mr. Guy Eiferman
Y
N
AVC
Y
Y
N
Dr. Anant Jhingran
N
AVC
Y
AVC
N
Y
Mr. Thomas Kendra
N
AVC
Y
N
Y
Y
Prof. Deepak Phatak
Y
N
Y
Y
Y
Y
Mr. Sunil Sapre
Y
Y
Y
Y
Y
Y
Mr. Prakash Telang
Y
Y
Y
Y
Y
Y
Mr. Kiran Umrootkar
Y
Y
Y
Y
Y
Y
E. Board Offsite:
As part of our annual strategy planning process, your Company organizes an offsite for the Board Members and Senior
Executives to deliberate on various topics related to technological overview, global scenario for IT industry, sales strategy,
market research, risk overview, succession planning and strategic programs required to achieve the Company’s long term
objectives.
This serves a dual purpose of providing a platform for Board Members to bring their expertise to the projects, while also
providing an opportunity for them to understand detailed aspects of execution and challenges relating to the business of
the Company.
The above are specificmechanisms through which the BoardMembers are familiarized with the Company culture and operations.
Apart from these, there are additional sessions on demand on specific topics. All Directors attend the Familiarization Programs
as these are scheduled to coincide with the Board Meeting calendar to give them an opportunity to attend.
2. Committees of the Board of Directors
As on March 31, 2019, the Company has 7 (Seven) Committees of the Board of Directors viz. Audit Committee, Compensation
and Remuneration Committee, Nomination and Governance Committee, Risk Management Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility (CSR) Committee and Executive Committee. The Board Committees
are represented by a combination of Executive and Independent/Non-Executive Directors. The Chairmen of all the Committees
are the Independent Directors.
As per the charter of respective Committees, Committees deliberate on the matters assigned / referred to it by the Board or
as mandated by the statutes. Information and data that is important to the Committees to discuss the matter is distributed in
writing to the members of the Committees well in advance of the meeting. Recommendations of the Committees are submitted
to the Board to take decision on the matter requiring the Board’s decision. In any case, the minutes of all Committee meetings
are circulated to the Board members for information / noting.
The members of the Committee, who are not able to participate in the meeting in-person, generally participate through
video-conferencing.
A. Audit Committee
Brief description
The Audit Committee was voluntarily constituted by the Board at its meeting held on April 23, 2004, even before the Company
was converted into a public limited company.