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• Annual Report 2018-19
Shaping the future of software driven business
Meetings and attendance
Four meetings of the Audit Committee were held during the financial year 2018-19.
Table 7 gives the details of the attendance of the members of the Audit Committee at its meetings held during the financial year
2018-19. Further, certain decisions were taken by passing the resolutions by way of circulation and were subsequenty noted and
taken on record by the Board and the Audit Committee at next meetings.
Table 7: Details of the attendance at the Audit Committee meetings held during the financial year 2018-19
Name of the Director
<---------------------- Audit Committee Meeting ------------------------>
April 23, 2018 July 27, 2018 October 20, 2018 January 27, 2019
Mr. Kiran Umrootkar (C)
Y
Y
Y
Y
Mr. Pradeep Bhargava
Y
Y
Y
Y
Mr. Sanjay Bhattacharyya
Y
N
AVC
AVC
Mr. Prakash Telang*
NA
NA
NA
Y
Mr. Sunil Sapre**
Y
Y
NA
NA
*Appointed as a Member of the Committee w.e.f. January 27, 2019
**Stepped down from the Committee w.e.f. July 27, 2018
B. Compensation and Remuneration Committee
Brief description
The Compensation and Remuneration Committee of the Board was constituted on April 23, 2004. In terms of erstwhile the
SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘SEBI ESOP Guidelines’), the
Company re-constituted Compensation and Remuneration Committee for the administration and superintendence of the
employee stock options schemes on October 4, 2007. The Committee was reconstituted as on April 24, 2018, by inducting
Mr. Guy Eiferman as a Member.
The Board of Directors at its meeting held in April 2014 named this Committee as the Nomination and Remuneration Committee
for the purpose of provisions under the Companies Act, 2013 (the ‘Act’) with respect to the terms of the Compensation and
Remuneration Committee of the Company covered under the statutory terms of the Nomination and Remuneration Committee.
The Chairman and all members of the Committee are Independent Directors except Mr. Kendra who is the Non-Executive
Non-Independent Director.
The Company Secretary of the Company is the Secretary of the Committee.
Table 8 gives the composition of the Compensation and Remuneration Committee of the Board of Directors as on
March 31, 2019.
Table 8: Composition of the Compensation and Remuneration Committee
Name of the Director
Category
Mr. Prakash Telang
Chairman of the Committee and Independent Director
Ms. Roshini Bakshi
Independent Director
Mr. Sanjay Bhattacharyya
Independent Director
Mr. Guy Eiferman
Independent Director
Mr. Thomas Kendra
Non-Executive Non-Independent Director
The Committee is constituted with powers and responsibilities including but not limited to:
i.
To review general compensation policy of the Company (including that of ESOPs) and convey its recommendation to the
Board, if any;
ii.
To advise the Board in framing remuneration policy for Key Managerial Personnel, CXO Level Employees and Senior
Management of the Company from time to time (Effective from the date of Board Meeting in April 2019);
iii.
To make recommendations to the Board about the Company’s policy on specific remuneration packages for Executive
Directors including pension rights and any compensation payment;
iv.
To determine and decide the following Stock Options related activities: