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Annual Report 2016-17
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Major changes in the shareholding of the Promoter and Promoter Group
During the Financial Year 2016-17, Mr. S. P. Deshpande, Promoter and former Director of the Company gifted
39,99,999 shares of the Company (i.e. 4.99% of the paid-up share capital) to Rama-Purushottam Foundation (RPF),
a Section 8 Company formed for philanthropic activities, against NI/ consideration on December 21, 2016 as his
contribution towards the corpus.
In addition to the above transfer of shares to RPF, Mr. Deshpande has gifted a few shares aggregating to 9,66,000
shares (i.e. 1.21% of the paid-up share capital) to his close relatives against NI/ consideration on December 21, 2016 as
a part of his succession planning.
As on March 31, 2017, Mr. Deshpande holds 2,88,651 shares of the Company (i.e. 0.36% of the paid-up share capital)
jointly with his spouse. The detailed shareholding of the Promoter and Promoter Group forms part of Anne[ure D of the
Directors’ Report section forming part of this Annual Report.
Declaration of Independence by Independent Directors
The Board conorms that all Independent Directors of your Company have given a declaration to the Board that they
meet the criteria of independence as prescribed under Section 149 of the Act.
Committees of the Board
The composition of the committees of the Board is given elsewhere in this Annual Report. Until April 2017, your
Company did not have a separate Risk Management Committee. Instead, the terms of reference of the Risk Management
Committee as prescribed in the Regulation 19 of the /isting Regulations were included in the terms of refrence of the
Audit Committee. This was in terms of the discussion of the Board of Directors at its meeting held in July 2014.
However, the Board, at its meeting held in April 2017, approved constitution of the Risk Management Committee. The
orst meeting of the newly formed Risk Management Committee will be held in July 2017.
The details of the powers, functions, composition and meetings of all the Committees of the Board held during the year
under report are given in the Report on Corporate Governance section forming part of this Annual Report.
Audit Committee
The details pertaining to the composition, terms of reference and other details of the Audit Committee 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. The recommendations of the Audit Committee in terms of its
Charter were accepted by the Board of Directors of your Company from time to time during the year under report.
Compensation and Remuneration Committee
The Compensation and Remuneration Committee of the Board was constituted on April 23, 2004. In terms of the
erstwhile SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (“SEBI ESOP
Guidelines”), your Company re-constituted the Compensation and Remuneration Committee for the administration and
superintendence of the employee stock options schemes on October 4, 2007.
The Board of Directors, at its meeting held in April 2014, named this Committee as the Nomination and Remuneration
Committee for the purpose of provisions under the Act. As regards the terms of the Compensation and Remuneration
Committee of your Company, the same are in line with the statutory terms of the Nomination and Remuneration
Committee.
The details including the composition, terms of reference, and the meetings thereof held during the onancial year the
Compensation and Remuneration Committee and the Remuneration Policy of the Company are given in the Report on
Corporate Governance section forming part of this Annual Report.
Nomination and Governance Committee
The Board of Directors, at its meeting held in April 2014, named this Committee as the Nomination and Remuneration
Committee for the purpose of provisions under the Act. As regards the terms of the Nomination and Governance Committee
of your Company, the same are in line with the statutory terms of the Nomination and Remuneration Committee.
The details including the composition and terms of reference of the Nomination and Governance Committee 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.
The policy for appointment of a new director on the Board is as follows:
The Board of Directors decides the criteria for the appointment of a new director on the Board from time to time. This
criteria may include candidate’s e[pertise area, age, industry e[perience, professional background, association with