Persistent Systems

Shaping the future of software driven business

Report on Corporate Governance •

163

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification

We, to the best of our knowledge and belief, certify that

We have reviewed financial statements and the cash flow statement for the year and that:

these statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading;

these statements together present a true and fair view of the Company’s affairs and are in compliance with existing

accounting standards, applicable laws and regulations.

There are no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the

Company’s Code of Conduct.

We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated

the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the

auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are

aware and the steps we have taken or propose to take to rectify these deficiencies, and we have:

Designed such disclosures controls and procedures or caused such internal control over financial reporting

to be designed under our supervision to ensure that material information relating to the Company, including its

consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which

this report is being prepared.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be

designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purpose in accordance with the Generally Accepted Accounting

Principles (GAAP) in India

Evaluated the effectiveness of the Company’s disclosure, control and procedures.

Disclosed in this report, changes, if any, in the Company’s internal control over financial reporting that occurred

during the Company’s most recent fiscal year that has materially affected, or is reasonably likely to materially affect,

the Company’s internal control over financial reporting.

We have indicated to the Statutory Auditors and the Audit Committee:

significant changes in internal control over financial reporting during the year;

significant changes in accounting policies during the year and that the same have been disclosed in the notes to the

financial statements;

Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management

or an employee having a significant role in the Company’s internal control system over financial reporting; and

Any deficiencies in the design or operation of internal controls, that could adversely affect the Company’s ability

to record, process, summarize and report financial data, and have confirmed that there have been no material

weaknesses in internal control over financial reporting including any corrective actions with regard to deficiencies.

We affirm that we have not denied any personnel access to the Audit Committee of the Company (in respect of matters

involving alleged misconduct) and we have provided protection to whistleblowers from unfair termination and other unfair

or prejudicial employment practices.

We further declare that all Board members and employees have affirmed compliance with the Code of Conduct and Ethics

for the year covered by this report.

For and on behalf of the Board of Directors

Dr. Anand Deshpande

Sunil Sapre

Chairman and Managing Director

Executive Director and

Pune, June 11, 2019

DIN: 00005721

Chief Financial Officer

DIN: 06475949