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• Annual Report 2018-19

Shaping the future of software driven business

Once the Committee is convinced about a candidate’s competency, his/her business acumen, commitment towards his/

her association with your Company and his/her availability for your Company on various matters as and when they arise, it

recommends the candidate to the Board of Directors for its further consideration.

Employees’ remuneration

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing

remuneration in excess of the limits set out in the said rules are provided in the Annexure B of the Report.

Employee stock option plans

Your Company has various stock option plans for its employees. Details of the stock options granted under various employee

stock option schemes are provided in the Annexure C of the Report.

During the year under report, no employee has been granted stock options, equal to or exceeding 1% of the issued capital

(excluding outstanding warrants and conversions) of your Company at the time of grant.

In line with the Ind AS 102 – “Share Based Payments”, your Company has computed the cost of equity-settled transactions by

using the fair value of the options at the date of the grant and recognized as employee compensation cost over the vesting

period.

No employee stock options were granted during FY 2017-18 and FY 2018-19.

No new options were granted to the Independent Directors of your Company during the year under report. Shares held by

Independent Directors and Non-Executive Non-Independent Directors as on March 31, 2019 are as under:

Name of the Director

Shares held

(through exercise

of vested stock

options)

Shares held

(through allotment

under a pre IPO

scheme)

Shares held

(through market

purchase / IPO)

Total

Shares held

Ms. Roshini Bakshi

NIL

NIL

NIL

NIL

Mr. Pradeep Bhargava

13,600

NIL

NIL

13,600

Mr. Sanjay Bhattacharyya

14,000

NIL

NIL

14,000

Mr. Guy Eiferman

NIL

NIL

NIL

NIL

Dr. Anant Jhingran

NIL

NIL

NIL

NIL

Mr. Thomas Kendra

NIL

NIL

NIL

NIL

Prof. Deepak Phatak

NIL

NIL

NIL

NIL

Mr. Prakash Telang

14,000

NIL

4,000

18,000

Mr. Kiran Umrootkar

6,000

NIL

NIL

6,000

The Compensation and Remuneration Committee at its meetings held in January 2019 and April 2019, has approved RSUs to

the Executive Directors of your Company which will be granted to them over the next 4 (four) years in a phased manner.

Of them, the details of grants already made to them between April 1, 2019 and the date of this report are as follows:

Name of the

Executive Director

No. of RSUs

already

granted

Dates of

vesting

Criteria for vesting

Time

based

Performance

based

Basis of vesting (For

Performance based RSUs)

Mr. Christopher O’Connor

250,000 1-May-2019 to

30-Jun-2022

80% 20% Based on Company Revenue

Growth and EPS Growth

Mr. Sandeep Kalra

200,000 1-May-2020 to

31-May-2021

75% 25% Based on TSU Revenue Growth

and EPS Growth

Mr. Sunil Sapre

50,000 1-May-2020 to

31-May-2021

75% 25% Based on Company Revenue

Growth and EPS Growth