Persistent Systems

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Shaping the future of software driven business
Report on Corporate Governance • 151
5. General meeting details
A. The details of the last three years Annual General Meetings are as follows:
Financial Year Date Time Venue
2015-16 July 22, 2016
11.00 a.m.
Persistent Systems Limited, Dewang Mehta Auditorium, Bhageerath,
402 Senapati Bapat Road, Pune 411 016
2016-17 July 20, 2017
2017-18 July 27, 2018
B. The following Special Resolutions were passed by the Members during the last 3 (Three) Annual General Meetings:
Date of AGM No Details of Special Resolution
July 22, 2016 i. To appoint a Director in place of Mr. Mritunjay Kumar Singh (DIN: 06864030), Executive Director, who
retires by rotation and has confirmed his eligibility and willingness to accept office, if re-appointed
ii. To appoint Mr. Thomas Kendra (DIN: 07406678) as an Independent Director of the Company to hold
office for 5 (Five) consecutive years i.e. upto January 21, 2021
July 20, 2017 i. To note and approve the change in designation of Mr. Thomas (Tom) Kendra (DIN: 07406678) from
‘Independent Director’ to ‘Non-Executive Non-Independent Director’ of the Company
ii. To consider and approve amendment to the Memorandum of Association of the Company
iii. To approve Persistent Systems Limited – Employee Stock Option Plan 2017
iv. To approve grant of employee stock options to the employees of subsidiary companies of the
Company under Persistent Systems Limited – Employee Stock Option
v. To approve acquisition of shares from secondary market through Trust route for the implementation
of Persistent Systems Limited – Employee Stock Option Plan 2017
vi. To make a provision of money by the Company for purchase of its own shares by the Trust for the
benefit of employees under Persistent Systems Limited – Employee Stock Option Plan 2017
July 27, 2018 i. To appoint Dr. Anant Deep Jhingran (DIN: 05116722) as an Independent Director of the Company, not
liable to retire by rotation, to hold office for 5 (Five) consecutive years i.e. up to November 20, 2022
ii. To appoint Prof. Deepak B. Phatak (DIN: 00046205) as an Independent Director of the Company,
not liable to retire by rotation, to hold office for 5 (Five) consecutive years i.e. up to April 23, 2023
iii. To appoint Mr. Guy Eiferman (DIN: 08101854) as an Independent Director of the Company, not liable
to retire by rotation, to hold office for 5 (Five) consecutive years i.e. up to April 23, 2023
iv. To appoint Mr. Sunil Sapre (DIN: 06475949) as an Executive Director of the Company, liable to retire
by rotation to hold office for 3 (Three) consecutive years i.e. up to January 26, 2021
6. Resolution passed by Postal Ballot:
During the financial year 2018-19, there was no resolution passed by Postal Ballot.
7. Disclosures
A. Code of conduct
The Company obtains the affirmation compliance of the Code of Conduct from its Directors and Senior Management on a yearly
basis since financial year 2005-06. However, the Company has made the Code of Conduct applicable to all its employees during
financial year 2018-19.
The Code of Conduct is an annual declaration that helps to maintain high standards of ethical business conduct for the Company.
In terms of the Code of Conduct, Directors and Employees must act within the boundaries of the authority conferred upon them
and with a duty to make and enact informed decisions and policies in the best interests of the Company and its shareholders
and stakeholders. Further, Directors and Employees should ensure that they do not derive any undue personal benefit because
of their position in the Company and/or certain confidential information coming to their knowledge.
The Company has obtained declaration from Directors and Employees affirming their compliance to the Code of Conduct for
the current year. The Chairman has affirmed to the Board of Directors that this Code of Conduct has been complied with by
the Board members and Employees and a declaration to this effect forms part of this report. The Code of Conduct is uploaded
on the website of the Company at
directors-and-employees/