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Annual Report 2016-17
[i. To carry out annual / periodic performance review of the Board of Directors individually and collectively as well as
for its various committees on behalf of / as desired by the Board of Directors.
The Nomination and Governance Committee is further empowered to
i.
To conduct or authorise studies of matters within the Committee’s scope of responsibility with full access to all
books, records, facilities and personnel of the Company
ii. To hire legal, accounting, onancial or other advisors in their best judgement
iii. To have sole authority to retain or terminate any search orm to be used to identify Director candidates
iv. To have sole authority to approve the search orm’s fees and other retention terms
v. The Committee may act on its own in identifying potential candidates, inside or outside the Company or may act
upon proposals submitted by the Chairman of the Board
vi. The Committee may consider advice and recommendations from the management, shareholders or others,
as it deems appropriate and
vii. The Company conducts a performance evaluation of the Independent Directors and Board as a whole by an E[ternal
Management Consultant and the ondings of the evaluation are presented at the meeting. Recommendations /
Results on the performance of the Directors are then considered by the Committee before the re-appointment of
a Director and measures to increase the effectiveness of the Board are considered.
Meetings and attendance
The Nomination and Governance Committee generally meets in the orst quarter of the onancial year to recommend
to the Board, the Directors retiring by rotation to be reappointed at the Annual General Meeting. Apart from this, the
Nomination and Governance Committee meets as and when there is any business to be transacted which has been
assigned to it.
One meeting of the Committee was held during the onancial year 2016-17. Table 13 gives attendance record of members
of the Committee at its meetings held during the onancial year 2016-17.
Table 13: Attendance at the Nomination and Governance Committee meetings held during the onancial year
2016-17
Name of the Director
Nomination and Governance Committee
April 23, 2016
Mr. Pradeep Bhargava
Y
Ms. Roshini Bakshi
Y
Mr. Sanjay Bhattacharyya
Y
Dr. Anant Jhingran
N
Mr. Prakash Telang
Y
Mr. Kiran Umrootkar
Y
E. Risk Management Committee
Brief description
Until April 2017, the Risk Management Committee was merged with the Audit Committee and your Company did not have
a separate Risk Management Committee. However, the Board, at its meeting held in April 2017, approved separation of
the Risk Management Committee from the Audit Committee and was thereby constituted on April 24, 2017.
Table 14 gives the composition of the Risk Management Committee of the Board of Directors:
Table 14: Composition of the Risk Management Committee
Name of the Director
Category
Mr. Kiran Umrootkar
Chairman of the Committee and Independent Director
Mr. Pradeep Bhargava
Independent Director
Mr. Sanjay Bhattacharyya
Independent Director
Mr. Mritunjay Singh
E[ecutive Director and President – Services
The Company Secretary of the Company is the Secretary of the Committee.