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Annual Report 2016-17

Report on Corporate Governance

Company’s beliefs on Corporate Governance

“Corporate governance is the whole set of legal, cultural and institutional arrangements that determine what public

corporations can do, who controls them, how that control is e[ercised, and how the risks and return from the activities

they undertake are allocated.”

(Margaret Blair, Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century, 1995)

The Company believes in satisfying the highest standards of corporate governance. This document endorses the

interaction between various participants/stakeholders i.e. investors, customers, vendors, Government, employees,

associates and the society in shaping Company’s performance and the way, it is proceeding towards. It is a combination of

mechanisms which ensure that the Management (the agent) runs the orm for the beneot of one or several stakeholders

(principals). The Company believes that the highest standards of corporate governance are essential to enhance the

long-term value of the Company for the stakeholders.

Corporate governance, practiced at all levels of the Company, involves a set of relationships between a Company’s

management, its board, its shareholders and other stakeholders. Good governance is an essential ingredient of good

business. The following report on the implementation of the Corporate Governance Code is an earnest effort of the

Company to follow the corporate governance principles and satisfy the letter and spirit of law.

The Company has been conferred with the ‘Asset Platinum Award’ rating in ‘The Asset Corporate Awards 2016’ for

E[cellence in Corporate Governance, Social Responsibility & Investor Relations. This is an International Award (APAC

region) which the Company has secured this honour for the seventh consecutive year. The annual report of the Company

for the onancial year 2015-16 was also awarded by the /eague of American Communications Professionals (/ACP),

Florida, USA as the winner of:

40

th

Rank among Top 100 Communications Materials of 2016

Gold Award for e[cellence within its Competition Class on the development of its Annual Report

1. Board of Directors

A. Size and composition of the Board

The Board of Directors of the Company has a combination of E[ecutive, Non-E[ecutive and Independent Directors with

varied professional background. Independent Directors help to maintain the independence of the Board and separate

the Board functions of governance from business management. As on March 31, 2017, the Company’s Board comprised

of 8 (eight) Directors – 2 (two) E[ecutive Directors and 6 (si[) Independent Directors. The Board is chaired by a full time

E[ecutive Director. Table 1 gives the composition of the Board and the number of outside directorships held by each of

the Directors as on March 31, 2017:

Table 1: Board of Directors

Name of the Director and

Directorjs Identiocation

Number (DIN)

Category

Directorships

Number of Committee

Positions held

Indian Companies

Foreign

Companies

Chairman Member

Public

Private

Dr. Anand Deshpande

(DIN 00005721)

Chairman and Managing

Director

1

2

11

NI/

1

Ms. Roshini Bakshi

(DIN 01832163)

Independent Director

1

1

2

NI/

NI/

Mr. Pradeep Bhargava

(DIN 00525234)

Independent Director

4

3

NI/

1

2

Mr. Sanjay Bhattacharyya

(DIN 01924770)

Independent Director

6

NI/

NI/

2

4

Mr. Thomas (Tom) Kendra

(DIN 07406678)

Independent Director

#

NI/

NI/

NI/

NI/

NI/

Mr. Mritunjay Singh

(DIN 06864030)

E[ecutive Director and

President – Services

NI/

NI/

NI/

NI/

1