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Report on Corporate Governance •
149
Table 24: Composition of the Buyback Committee
Name of the Director
Category
Dr. Anand Deshpande
Chairman and Managing Director and Chairman of the Committee
Mr. Kiran Umrootkar
Independent Director
Mr. Sunil Sapre
Executive Director and Chief Financial Officer
Mr. Saurabh Dwivedi
Deputy General Manager - Corporate Development
Mr. Amit Atre
Company Secretary
Company Secretary acts as the Secretary to the Buyback Committee.
The Committee is constituted with powers and responsibilities including but not limited to:
i.
appointment of intermediaries for the Buyback including but not limited to brokers, registrar, advertising agency, escrow
bank, and other advisors, depository participant, printers, consultants, representatives or any other subject matter
experts; if any, and settlement of terms of appointment including the remuneration for all such intermediaries/ agencies/
persons, including by the payment of commission, brokerage, fee, charges etc. and enter into agreements/ letters in
respect thereof;
ii.
finalizing the terms and timeline of the Buyback including but not limited to the aggregate amount to be utilized for the
Buyback (subject to the Maximum Buyback Size), price (subject to the Maximum Buyback Price) and number of Equity
Shares to be bought back within the statutory limits, the mechanism for the Buyback, the timeframe for completing the
Buyback and appointing the designated stock exchange;
iii.
to enter into escrow arrangements as may be required in terms of the Buyback Regulations;
iv.
opening, operation and closure of all necessary accounts, including bank accounts (including escrow account and demat
escrow account), depository accounts for the purpose of payment and authorizing persons to operate the said accounts;
v.
preparation, finalizing, signing and filing of public announcement, certificates for declaration of solvency and any other
material in relation with the Buyback with the SEBI, ROC, the stock exchanges and other appropriate authority;
vi.
making all applications to the appropriate authority for their requisite approvals including approvals as may be required
from the Reserve Bank of India under the Foreign Exchange Management Act, 1999 and the rules and regulations framed
there under, if any;
vii. earmarking and making arrangements for adequate sources of funds for the purpose of the Buyback;
viii. extinguishment of dematerialized shares and physical destruction of share certificates and filing of certificates of
extinguishment required to be filed in connection with the Buyback on behalf of the Company and/ or the Board, as
required under applicable law;
ix.
to affix the Common Seal of the Company on relevant documents required to be executed for the buyback of shares in
accordance with the provisions of the Articles of Association of the Company;
x.
sign, execute and deliver such other documents, deeds and writings and to do all such acts, matters and things as it
may, in its absolute discretion deem necessary, expedient or proper, to be in the best interest of the shareholders for the
implementation of the Buyback, and to initiate all necessary actions for preparation and issue of various documents and
such other undertakings, agreements, papers, documents and correspondence as may be necessary for the implementation
of the Buyback to the SEBI, RBI, ROC, stock exchanges, depositories and/or other Appropriate Authorities;
xi.
obtaining all necessary certificates and reports from Statutory Auditors and other third parties as required under
applicable law;
xii. dealing with stock exchanges (including their clearing corporations), where the Equity Shares of the Company are listed,
and to sign, execute, and deliver such documents as may be necessary or desirable in connection with implementing the
Buyback;
xiii. to delegate all or any of the authorities conferred on them to any Director(s)/ Officer(s)/ Authorized Signatory(ies)/
Representative(ies) of the Company, in order to give effect to the resolutions and to revoke and substitute such delegation
/ sub-delegation of authority from time to time;
xiv. to give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever that may
arise in relation to the Buyback; and