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Annual Report 2016-17
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Name of the Director and
Directorjs Identiocation
Number (DIN)
Category
Directorships
Number of Committee
Positions held
Indian Companies
Foreign
Companies
Chairman Member
Public
Private
Mr. Prakash Telang
(DIN 00012562)
Independent Director
7
2
NI/
5
3
Mr. Kiran Umrootkar
(DIN 00326672)
Independent Director
1
NI/
NI/
1
1
*
E[cluding directorship in Persistent Systems /imited
** Disclosure includes Chairmanship / Membership of Committees as required for computation of ma[imum number of Committees
of which Director can be Chairman or Member in terms of Regulation 26 of SEBI (/isting Obligations and Disclosure Requirements)
Regulations, 2015 (the '/isting Regulations') (i.e. Chairmanship / Membership of Audit Committee and Stakeholders’ Relationship
Committee in all Indian public companies including Persistent Systems /imited).
# The designation of Mr. Kendra changed to Non-E[ecutive Non-Independent Director w.e.f. April 1, 2017 pursuant to an agreement
entered into by the Company with Mr. Kendra for providing business consultation, coaching, advisory and mentoring services to
the Company.
In terms of Regulation 26 of the SEBI (/isting Obligations and Disclosure Requirements) Regulations, 2015 (the /isting
Regulations), none of the Directors of the Company were members of more than 10 (ten) Committees or acted as the
Chairman of more than 5 (ove) Committees across all companies in India, in which he/she is a Director.
Further, the Independent Directors have made the declaration that they are ‘Independent’. They have also made a
declaration about their directorships in the above companies and their committees and they conorm that those do not
conpict with the interest of Persistent Systems /imited.
In addition to disclosure of Chairmanship / Membership of Committees of Directors disclosed in Table 1 above, the
Chairmanship / Membership of Directors of the Company in other Committees as on March 31, 2017 is given below:
Name of the Director
Category
Membership in
Committees
Chairmanship in
Committees
Dr. Anand Deshpande
Chairman and Managing Director
1
NI/
Ms. Roshini Bakshi
Independent Director
3
NI/
Mr. Pradeep Bhargava
Independent Director
3
3
Mr. Sanjay Bhattacharyya Independent Director
5
NI/
Mr. Thomas (Tom) Kendra Independent Director
NI/
NI/
Mr. Mritunjay Singh
E[ecutive Director and President –
Services
1
NI/
Mr. Prakash Telang
Independent Director
3
5
Mr. Kiran Umrootkar
Independent Director
4
1
*
Includes Committees (other than Audit Committee and Stakeholders Relationship Committee) of all companies in India and abroad,
including Persistent Systems /imited.
B. Brief description of terms of reference of the Board of Directors:
i.
To manage and direct the business and affairs of the Company
ii. To manage, subject to the Articles of Association of the Company, its own affairs, including planning its composition,
selecting its Chairman, appointing Committees, establishing the terms of reference and duties of Committees and
determining Directors’ compensation
iii. To act honestly and in good faith in the best interests and objects of the Company, its employees, its shareholders,
the community and for protection of environment
iv. To e[ercise due care, diligence and skill that a reasonably prudent person would e[ercise in comparable
circumstances and shall also e[ercise independent judgement