Annual Report 2016-17

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Annual Report 2016-17 • 121
B. The following Special Resolutions were passed by the Members during the last three Annual General Meetings:
Date of AGM No Details of Special Resolution
July 26, 2014 i. To adopt new set of Articles of Association of the Company containing regulations in conformity with
the Companies Act, 2013 and Rules made thereunder
ii. To adopt Persistent Employee Stock Option Scheme 2014 for grant of Stock Options to the eligible
employees of Persistent Systems /imited and its subsidiaries
iii. To approve related party transaction(s) being entered into with Persistent Systems Inc., USA, a
wholly owned subsidiary of the Company
iv. To approve borrowing including the amount already borrowed upto an amount ` 500 Crores (Rupees
Five Hundred Crores) which is in e[cess of the aggregate of the paid up share capital and free
reserves and to create charge on the assets of the Company.
July 24, 2015 i. To approve an increase in the Authorised Share Capital of the Company
ii. To approve the alteration of Article No. 160 of the Articles of Association of the Company
July 22, 2016 i. To appoint a Director in place of Mr. Mritunjay Kumar Singh (DIN: 06864030), E[ecutive Director, who
retires by rotation and has conormed his eligibility and willingness to accept ofoce, if re-appointed
ii. To appoint Mr. Thomas Kendra (DIN: 07406678) as an Independent Director of the Company to hold
ofoce for 5 (Five) consecutive years i.e. upto January 21, 2021.
6. Resolution passed by Postal Ballot:
During the onancial year 2016-17, there was no resolution passed by Postal Ballot.
7. Disclosures
A. Code of conduct
The Company obtains the aformation on compliance of the Code of Conduct from its Directors and Senior Management
on a yearly basis since the onancial year 2005-06.
The Code of Conduct is an annual declaration that helps to maintain high standards of ethical business conduct for the
Company. In terms of the Code of Conduct, Directors and Senior Management must act within the boundaries of the
authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests
of the Company and its shareholders and stakeholders. Further, Directors and Senior Management should ensure that
they do not derive any undue personal beneot because of their position in the Company and/or certain conodential
information coming to their knowledge.
The Company has obtained declaration from Directors and Senior Management aforming their compliance to the Code
of Conduct for the current year. The Chairman has aformed to the Board of Directors that this Code of Conduct has been
complied with by the Board members and Senior Management and a declaration to this effect forms part of this report.
The Code of Conduct is uploaded on the Company’s website at '.
B. Familiarization Program for the Board of Directors
Pursuant to the requirements of Regulation 25(7) of the /isting Regulations, the Company conducts the Familiarization
Program for Independent Directors about their roles, rights, responsibilities in the company, nature of the industry
in which the company operates, business model of the Company, etc., through various initiatives. The Company
has been following these principles since past. A few initiatives under familiarization programs are elaborated at
.
C. Whistle Blower Policy
The Board of Directors of the Company has adopted a :histle Blower Policy for its employees. The employees are
encouraged to report to the :histle Blower Administrator, any fraudulent onancial or other information to the
stakeholders, any conduct that results in the instances of unethical behaviour, actual or suspected violation of the
Company’s Code of Conduct and ethics, which may come to their knowledge. The Board of Directors has appointed the
Chairman of the Audit Committee as the :histle Blower Administrator.
This policy provides for adequate safeguards against victimization of employees who report to the :histle Blower
Administrator. The policy also provides for direct access to the Chairman of the Audit Committee. The :histle Blower
Policy is uploaded on the Company’s website at '.