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Shaping the future of software driven business

Report of the Directors •

89

4.

The Company filed Form IEPF 1 and IEPF 4 with the

Registrar of Companies, beyond prescribed time.

The Company has been prompt in filing Form IEPF 1 and

IEPF 4 with the Ministry of Corporate Affairs (MCA), within

prescribed time.

In FY 2010-11, to ensure the security of dividend amount

and to transfer it to the rightful owners, the Company

opened a separate Bank Account to credit the unclaimed

dividend amount out of Final Dividend of FY 2009-10 with

respect to unclaimed 600 Equity Shares from its IPO

in 2010.

Due to oversight, the Company did not transfer

`

300 from

the above Bank Account at the time of transferring the

unpaid amount from the Final Dividend of FY 2009-10.

After recognizing, the Company took steps in this regard

to transfer the abovementioned

`

300 to the IEPF Bank

Account and has completed the transfer of funds on

October 17, 2018. As per Section 124(3) of Companies Act,

2013, the Company has paid an interest of

`

42 @ 12% p.a.

on

`

300 and has transferred an aggregate amount of

`

342 (Rupees Three Hundred and Forty-Two only) to the

IEPF Account.

After completing the above additional transfer to the IEPF

Authorities, the Company immediately filed Form IEPF 1

and IEPF 4 and complied with the requirements.

5.

Under the Foreign Exchange Management Act, 1999,

there was delay in two cases for submission of Forms

ODI relating to reporting of certain events in case of

step-down subsidiaries.

The Company was following practice of reporting

events in case of stepdown subsidiaries through Annual

Performance Reports (APRs) every year. The said APRs

include financial and structural updates regarding the

step-down subsidiaries; and the same is taken on record

by the Reserve Bank of India from time to time.

However, during the year, the Company received a

guidance from the subject matter expert to submit

FormODI separately for the events (equity/loan/guarantee)

in case of stepdown subsidiaries.

Accordingly, the Company filed Forms ODI relating to

reporting of certain events (equity/guarantee) in case of

stepdown subsidiaries which was beyond prescribed time.

Henceforth, the Company will follow the above process to

submit Form ODI separately for the events (equity/loan/

guarantee) in case of stepdown subsidiaries.

Board and Corporate Governance

Board Meetings

The details pertaining to the composition, terms of reference and other details of the Board of Directors of your Company and

the meetings thereof held during the financial year 2018-19 are given in the Report on Corporate Governance section forming

part of this Annual Report.

Directors and Key Managerial Personnel

During the period from April 1, 2019 till the date of this report, the Board has appointed the following Directors:

a.

Mr. Christopher O’Connor as an Additional Director (Executive Director) with effect from April 27, 2019 for a term of

3 years i.e. up to April 26, 2022. He has also been also appointed as the Chief Executive Officer of your Company.

b.

Mr. Sandeep Kalra as an Additional Director (Executive Director) with effect from June 11, 2019 for a term of 3 years i.e.

up to June 10, 2022. He has also been appointed as the President-Technology Services Unit of your Company.