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• Annual Report 2018-19

Shaping the future of software driven business

Table 14: Attendance at the Nomination and Governance Committee meetings held during the financial year 2018-19

Name of the Director

<------------------- Nomination and Governance Committee Meeting ------------------->

April 24, 2018

January 27, 2019

Mr. Pradeep Bhargava (C)

Y

Y

Ms. Roshini Bakshi*

N

NA

Mr. Sanjay Bhattacharyya*

Y

NA

Dr. Anant Jhingran

N

N

Mr. Thomas Kendra*

N

NA

Mr. Prakash Telang

Y

Y

Mr. Kiran Umrootkar

Y

Y

D. Risk Management Committee

Brief description

The Risk Management Committee of the Board was constituted on April 24, 2017, even before the requirement of forming this

Committee was applicable to the Company.

Table 15 gives the composition of the Risk Management Committee of the Board of Directors as on March 31, 2019.

Table15: Composition of the Risk Management Committee

Name of the Director

Category

Mr. Kiran Umrootkar

Chairman of the Committee and Independent Director

Mr. Pradeep Bhargava

Independent Director

Mr. Sanjay Bhattacharyya

Independent Director

Mr. Sunil Sapre

Executive Director and Chief Financial Officer

There was no change in the constitution of the Committee during the financial year 2018-19.

The Chairman and majority members of the Committee are Independent Directors.

The Company Secretary of the Company is the Secretary of the Committee.

Meetings and attendance

Four meetings of the Risk Management Committee were held during the financial year 2018-19.

Table 16 gives the details of the attendance of the members of the Risk Management Committee at its meetings held during

the financial year 2018-19.

Table 16: Details of the attendance at the Risk Management Committee meetings held during the financial year 2018-19

Name of the Director

<--------------------- Risk Management 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. Sunil Sapre

Y

Y

Y

Y

The Committee has the following powers and responsibilities including but not limited to

i. To review Financial and risk management policies;

ii. To review report on compliance of laws and risk management including Cybersecurity, reports issued by Statutory / Internal

Auditors (Effective from April 27, 2019); and

iii. To carry out any other function as is mentioned in the terms of the Risk Management Committee and entrusted by

the Board.