TERMS OF THE APPOINTMENT OF INDEPENDENT DIRECTORS

Familiarisation programme for Independent Directors

Preamble

In terms of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall familiarize the independent directors with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programmes.

Purpose

The Familiarization Programmes are aimed to familiarize the independent directors with the company, their roles responsibilities in the company, nature of industry in which the company operates and business model of the company by imparting suitable training sessions.

Overview of Familiarization Programmes 

– To facilitate independent directors in the performance of their duties and responsibilities, new directors are provided with a personal orientation by senior leaders and materials regarding the Company’s business and operations, governing documents, information on key personnel, and financial information are made available to them.

– Independent directors are also taken through detailed business strategy for various businesses during the independent directors meetings.

– The Chairman of the Board depending on the business needs may also nominate independent directors for relevant external training programs.

Apart from Independent Directors, Non-Executive Directors are also eligible to attend the familiarization programmes.

The Independent Directors are made aware of their role and responsibilities and liabilities at the time of their appointment through a formal letter of appointment, which also stipulates their roles and responsibilities and various terms and conditions of their appointment.

Regular updates on relevant statutory and regulatory changes are regularly circulated to the Directors.

Details of Familiarzation sessions held pursuant to the Policy are as follows:

Date of program Area covered
November 27, 2014 Important statutory & regulatory provisions concerning Directors.
May 1, 2015 Human Resources
June 16, 2015 Software Business
February 05, 2016 Important statutory & regulatory provisions under Companies Act, 2013 and Listing (Obligation & Disclosure Requirements ) Regulations, 2015
October 25, 2016 Code of Conduct for Regulating & Reporting Trading by Insiders and for Fair Disclosure
April 03, 2017 Takeover of Company
September 02, 2017 Corporate Governance Provisions under the Listing (Obligation & Disclosure Requirements ) Regulations, 2015

 

Details of attendance of Independent Directors in Familiarization Sessions are as follows:

S.No. Name of Independent Director No. of the Sessions attended No. of hours spent in the Sessions attended
FY 2017-18 Cumulative till date FY 2017-18 Cumulative till date
1 Mr.  K.S. Vaidyanathan* 1 6 2 8.5
2 Mr.  K. Balaji** 1 6 2 8.5
3 Mr.  V. Ganapathi Subramanian*** 1 6 2 8.5
4 Mrs. Kamakshi Shankararaman  **** 1 6 2 8.5
5 Mr. Sudesh Chand Gupta ***** 0 0 0 0
6 Mr. Jaspal Singh Walia ****** 0 0 0 0
7 Mr. Vinish Channa ******* 1 1 1.5 1.5
8 Mr. Paramdeep Singh Sarna ******** 1 1 1.5 1.5
9 Mr. Rajkumar Projapati********* 1 1 1.5 1.5

 

* Resigned as Director w.e.f. 16th May, 2017
** Resigned as Director w.e.f. 21st July, 2017
*** Resigned as Director w.e.f. 21st July, 2017
**** Resigned as Director w.e.f. 16th May, 2017
***** Resigned as Director w.e.f. 30th August, 2017
****** Resigned as Director w.e.f. 30th August, 2017

 

******* Appointed as Director w.e.f. 30th August, 2017

 

******** Appointed as Director w.e.f. 30th August, 2017

 

********* Appointed as Director w.e.f. 21st July, 2017