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• Annual Report 2018-19

Shaping the future of software driven business

There were no changes in the constitution of the Committee during the financial year 2018-19. The Committee is constituted

with powers and responsibilities including but not limited to:

i.

To review and follow up on the action taken on the Board decisions;

ii.

To review the operations of the Company in general;

iii.

To review the systems followed by the Company;

iv.

To examine proposal for investment in real estate;

v.

To review, propose and monitor annual budget including additional budget, if any, subject to the ratification of the Board;

vi.

To review capital expenditure against the budget;

vii. To authorise opening and closing of bank accounts;

viii. To authorise additions / deletions to the signatories pertaining to banking transactions;

ix.

To approve investment of surplus funds for an amount not exceeding

`

25 Crores as per the policy approved by the Board;

x.

To approve transactions relating to foreign exchange exposure including but not limited to forward cover and derivative

products;

xi.

To approve donations as per the policy approved by the Board;

xii. To delegate authority to the Company officials to represent the Company at various courts, government authorities and

so on; and

xiii. To attend to any other responsibility as may be entrusted by the Board to investigate any activity within terms of reference.

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

a.

To seek information from any employee as considered necessary;

b.

To obtain outside legal professional advice as considered necessary;

c.

To secure attendance of outsiders with relevant expertise; and

d.

To investigate any activity within terms of reference.

Meetings and attendance

The Executive Committee meets generally between two board meetings. Four meetings of the Executive Committee were held

during the financial year 2018-19.

Table 23 gives the details of the attendance of the members of the Executive Committee at its meetings held during the

financial year 2018-19.

Table 23: Details of the attendance at the Executive Committee meetings during the financial year 2018-19

Name of the Director

<------------- Executive Committee Meeting ------------->

June 2, 2018

September 18,

2018

November 28,

2018

February 21,

2019

Mr. Kiran Umrootkar (C)

Y

Y

Y

Y

Mr. Pradeep Bhargava

Y

Y

Y

Y

Ms. Roshini Bakshi

AVC

AVC

AVC

AVC

Mr. Sunil Sapre

Y

Y

Y

Y

Mr. Prakash Telang

Y

N

Y

Y

H. Buyback Committee:

The Board, at its meeting held on January 27, 2019, constituted the Buyback Committee for a limited purpose of monitoring

and execution of current buyback process.

Table 24 gives the composition of the Buyback Committee of the Board of Directors as on March 31, 2019.