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Shaping the future of software driven business

Report on Corporate Governance •

147

The Committee is constituted with powers and responsibilities including but not limited to:

i.

To formulate and recommend to the Board a CSR Policy which will define the focus areas and indicate the activities to be

undertaken by the Company under CSR domain;

ii.

To recommend to the Board necessary amendments, if any, in the CSR Policy from time to time;

iii.

To monitor the budget under the CSR activities of the Company; and

iv.

To accomplish the various CSR projects of the Company independently or through ‘Persistent Foundation’ and / or any

other eligible NGO / Social Institute, as the case may be.

Further, the CSR Committee is empowered to do the following:

i.

To seek information from any employee as considered necessary;

ii.

To obtain outside legal professional advice as considered necessary;

iii.

To secure attendance of outsiders with relevant expertise; and

iv.

To investigate any activity within terms of reference.

Meetings

The meeting of the Committee was held on April 23, 2018 to review the CSR activities of the Company conducted during the

financial year 2018-19. As per the provisions of the Act, the Company was required to spend towards CSR activities at least

2% of the average net profits of the Company during the three immediately preceding financial years which amounted to

`

80.01 Million. The Company has actually spent INR 80.42 Million by way of donations to various eligible institutions and has

complied with the provisions of the Act. Thus, the Company is amongst the few corporates which have overspent on CSR during

financial year 2018-19.

Table 21 gives details of attendance at the CSR Committee Meeting held during the financial year 2018-19.

Table 21: Details of the attendance at the CSR Committee meeting during the financial year 2018-19

Name of the Director

CSR Committee Meeting

April 24, 2018

Mr. Pradeep Bhargava (C)

Y

Dr. Anand Deshpande

Y

Prof. Deepak Phatak*

NA

Mr. Prakash Telang

N

*Appointed as Member of the Committee w.e.f. April 24, 2018

G. Executive Committee

Brief description

The Executive Committee of the Board was constituted on January 29, 2005.

The Executive Committee was constituted to review the implementation of decisions taken by the Board of Directors in between

two Board meetings. The Chairman of the Committee is an Independent Director.

Table 22 gives the composition of the Executive Committee of the Board of Directors as on March 31, 2019.

Table 22: Composition of the Executive Committee

Name of the Director

Category

Mr. Kiran Umrootkar

Chairman of the Committee and Independent Director

Ms. Roshini Bakshi

Independent Director

Mr. Pradeep Bhargava

Independent Director

Mr. Prakash Telang

Independent Director

Mr. Sunil Sapre

Executive Director and Chief Financial Officer