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90 • Annual Report 2018-19
Shaping the future of software driven business
In terms of Clause (e) of the Schedule V to the Act, a person who wishes to be appointed as the Executive Director of a company
needs to be a Resident of India.
Further, a person being a non-resident in India and getting appointed as the Executive Director may travel to India only after
obtaining an Employment Visa from the concerned Indian Embassy/Commission abroad.
Since Mr. O’Connor and Mr. Kalra are non-residents and the Board of Directors has considered the same while recommending
their appointment as the Executive Director of the Company, the Company will seek an approval from the Central Government
for claiming an exemption from the above requirement as per the Schedule V to the Act subject to the approval of the Members
at the ensuing AGM.
The appointment of 5 (Five) Independent Directors (Ms. Roshini Bakshi, Mr. Pradeep Bhargava, Mr. Sanjay Bhattacharyya,
Mr. Prakash Telang and Mr. Kiran Umrootkar) was made at the 24th AGM held on July 24, 2014 for a period of 5 (Five) consecutive
years for a term up to conclusion of the ensuing 29th AGM.
The Board of Directors of your Company at its meeting held on June 11, 2019 considered total tenure of the Independent
Directors in the Company for their reappointment. They also considered their contribution in the first term, expertise, wide
industry experience and business connects for recommending them for the re-appointment for the next term. Pursuant to the
provisions of the Act, they are not liable to retire by rotation.
Accordingly, the Board recommended reappointment of the following Independent Directors at the ensuing AGM as follows:
Sr. No. Name of the Independent Director Recommended term of appointment
1. Ms. Roshini Bakshi 5 Years
2. Mr. Pradeep Bhargava 3 Years
3. Mr. Prakash Telang 1 Year
4. Mr. Kiran Umrootkar 1 Year
The above 4 (Four) directors have confirmed their eligibility and willingness to accept the office of the Director of your
Company, if confirmed by the Members at the ensuing AGM. In the opinion of your Directors, the above 4 (four) Directors have
requisite qualifications and experience and therefore, your Directors recommend that the proposed resolutions relating to the
re-appointment of above 4 (Four) directors be passed with the requisite majority.
Mr. Sanjay Bhattacharyya, Independent Director expressed his unwillingness for re-appointment for the next term due to
personal reasons. The Board of Directors of your Company respected his decision and accordingly, has not recommended his
appointment for the next term. The Board sincerely appreciates the contribution by Mr. Bhattacharyya during his tenure with
your Company and wishes him all the best for his future endeavours.
In terms of Section 152(6) of the Act and Article 116 of the Articles of Association of your Company, Dr. Anand Deshpande,
Chairman and Managing Director is liable to retire by rotation at the 29th AGM as he is Executive and Non Independent Director
who is holding office for the longest period among the Non-Independent Directors on the board.
Dr. Deshpande has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by
the Members at the ensuing AGM. In the opinion of your Directors, Dr. Deshpande has requisite qualifications and experience
and therefore, your Directors recommend that the proposed resolution relating to the reappointment of Dr. Deshpande be
passed with the requisite majority.
At present, your Company has 13 (Thirteen) Directors out of which 8 (Eight) are Non-Executive Directors who are Independent
Directors. Pursuant to the Regulation 17(1)(b) of the Listing Regulations, every listed company shall have at least half of its total
strength of the Board of Directors as Independent Directors where Chairman is an Executive Director. Your Company complies
with this requirement.
In terms of the Listing Regulations, your Company conducts the Familiarization Program for Independent Directors about their
roles, rights, and responsibilities in your Company, nature of the industry inwhich your Company operates, businessmodel of your
Company, applicable laws, amendments and the effects there of etc., through various initiatives. The details of the same can be
found at: