

92
• 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