Annual Report 2016-17

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62 • Annual Report 2016-17
Accordingly, the Secretarial Auditors have given their report, which is anne[ed hereto as Anne[ure A. The comments of
the Board on the observations of the Secretarial Auditors are as follows:
Sr.
No.
Observations by Secretarial Auditors Comments by the Board
1. Pursuant to Section 89 of the Act, the Company has
not oled in si[ instances forms with the Registrar of
Companies, within the prescribed time, intimating
change in beneocial interest on transfer of shares to
the employees pursuant to the e[ercise of vested stock
options during the year under report.
The Company has been prompt to notify the changes
in the beneocial interest to the Ministry of Corporate
Affairs (MCA). However, due to technical issues with the
MCA website (which was also acknowledged by MCA),
the Company could not intimate the changes within
prescribed time for those si[ instances.
2. Pursuant to section 125 of the Act, the Company has not
oled Form IEPF – 2 within prescribed limit of 90 days
during the year under report.
Since the Form IEPF – 2 was not available on the website
of MCA, the Company could not ole the same within
prescribed time. However, as soon as the Form was made
available by MCA, the Company promptly oled it.
Board and Corporate Governance
Board Meetings
The details pertaining to the composition, terms of reference and other details of the Board of Directors of your
Company and the meetings thereof held during the onancial year are given in the Report on Corporate Governance
section forming part of this Annual Report.
Directors and Key Managerial Personnel
Dr. Anant Jhingran who was an Independent Director of the Company since November 10, 2011, resigned from the Board
with effect from November 3, 2016 to focus on his other professional commitments. The Directors take this opportunity
to thank Dr. Jhingran for his strategic guidance and his contributions to your Company. The Directors wish him success
in his future endeavors.
Mr. Thomas (Tom) Kendra was appointed as an Independent Director with effect from January 22, 2016.
On March 28, 2017, your Company entered into an agreement with M/s. Azure Associates //C, USA which is owned by
Mr. Kendra for providing business consultation, coaching, advisory and mentoring services to the Company. Pursuant to
the said agreement, Mr. Kendra’s status has changed from 'Independent Director' to 'Non-E[ecutive Non-Independent
Director' with effect from April 1, 2017. The said agreement was ratioed by the Board of Directors at its meeting held on
April 24 and 25, 2017.
A separate proposal seeking approval of the Members for noting the change of status for Mr. Kendra from 'Independent
Director' to 'Non-E[ecutive Non-Independent Director' of your Company forms part of the Notice of the ensuing Annual
General Meeting.
The appointment of 5 (Five) Independent Directors was made at the 24 th Annual General Meeting (AGM) held on
July 24, 2014 for a period of 5 (Five) consecutive years for a term up to conclusion of the 29th AGM to be held in the
calendar year 2019. Pursuant to Section 149(13) of the Act, they are not liable to retire by rotation.
In terms of Section 152(6) of the Act and Article 137 of the Articles of Association of your Company, Dr. Anand
Deshpande, Chairman and Managing Director is liable to retire by rotation at the Twenty-Seventh Annual
General Meeting as he is the Non-Independent Director who is holding ofoce for the longest period among the
Non-Independent directors liable to retire by rotation.
Dr. Deshpande has conormed his eligibility and willingness to accept the ofoce of the Director of your Company, if
conormed by the Members at the ensuing Annual General Meeting. In the opinion of your Directors, Dr. Deshpande has
requisite qualiocations and e[perience and therefore, your Directors recommend that the proposed resolution relating
to the re-appointment of Dr. Deshpande, be passed.
At present, your Company has 5 (Five) Non-E[ecutive Directors who are Independent Directors. Pursuant to the
Regulation 17(1)(b) of the /isting Regulations, every listed company shall have at least half of its total strength of the
Board of Directors as Independent Directors. Based on the present composition of the Board of Directors, your Company
complies with this requirement.
In terms of the /isting Regulations, your Company conducts the Familiarization Program for Independent Directors
about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates,
business model of your Company, etc., through various initiatives. The details of the same can be found at:
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