Committees of the Board of Directors

The Company constituted Audit Committee, Stakeholders Relationship Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee and Executive Committee. All committees have a combination of Executive, Non-Executive and Independent Directors except for Risk Management Committee which has Chief Information Officer as a Member of the Committee. The Chairman of all the committees is an Independent Director.

As per the charter of respective committees, committees deliberate on the matters referred to it by the Board. Information and data that is important to the committees to discuss the matter is distributed in writing to the members of the committees well in advance of the meeting. Recommendations of the committees are submitted to the Board to take decision on the matter referred.

The members of the committee, who are not able to participate in the meeting physically, generally participate through tele-conferencing or video conferencing.

Audit Committee

The current composition of the Audit Committee is as follows:

  • Mr. Kiran Umrootkar, Chairman of the Committee and Independent Director
  • Mr. Pradeep Bhargava, Independent Director
  • Mr. Prakash Telang, Independent Director

Brief description of terms of reference
The Committee has the following powers and responsibilities including but not limited to

  • To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
  • To review, with the management, annual financial statements before submission to the Board for approval, with particular reference to
    • Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in terms of Clause (5) of Section 134 of the Companies Act, 2013;
    • Changes, if any, in accounting policies and practices and reasons for the same;
    • Major accounting entries involving estimates based on the exercise of judgement by management;
    • Significant adjustments made in the financial statements arising out of audit findings;
    • Compliance with the listing and other legal requirements relating to financial statements;
    • Disclosure of any related party transactions;
    • Qualifications in the draft audit report.
  • To review, with the management, the quarterly financial statements before submission to the Board for approval;
  • To recommend to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditor and fixation of audit fees;
  • To grant approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  • To hold discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  • To review management letters / letters of internal control weaknesses issued by the statutory auditors;
  • To recommend appointment, removal and terms of remuneration of the Chief Internal Auditor;
  • To hold discussion with Internal Auditors on any significant findings and follow up there on;
  • To review internal audit reports relating to internal control weaknesses;
  • To review, with the management, performance of statutory and internal auditors and adequacy of internal control systems;
  • To review adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  • To review the findings of any internal investigations by the internal auditors in the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
  • To review management discussion and analysis of financial condition and results of operations;
  • To review statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
  • Approval or any subsequent modification of transactions of the Company with the related party;
  • To review substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  • To develop a policy on the engagement of statutory auditors for non-audit services;
  • To ensure the compliance with the statutory auditors’ recommendations;
  • To meet internal and statutory auditors without presence of the Company’s executive management annually;
  • To confirm the engagement of an Independent valuer for the valuation of shares, whenever called for and verify whether the valuer for valuation has an advisory mandate and had past association with the Company management;
  • To review certificates regarding compliance of legal and regulatory requirements;
  • To review the functioning of the Whistle Blower mechanism;
  • To review, with the management, the statement of uses / application of funds raised through an initial public offering of the Company, the statement of funds utilized for purposes other than those stated in prospectus and making appropriate recommendations to the Board to take up steps in this matter;
  • Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
  • Scrutiny of inter-corporate loans and investments and
  • To carry out any other function as is mentioned in the terms of reference of the Audit Committee and entrusted by the Board.
  • To review the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
  • To review the compliance with the provisions of these SEBI Insider Trading Regulations at least once in a financial year and shall verify that the systems for internal control are adequate and are operating effectively.

The Audit Committee is further empowered to do the following:

  • To investigate any activity within terms of reference;
  • To seek information from any employee;
  • To obtain outside legal professional advice; and
  • To secure attendance of outsiders with relevant expertise, if it considers necessary.
Risk Management Committee

The current composition of the Risk Management Committee is as follows:

  • Mr. Kiran Umrootkar, Chairman of the Committee and Independent Director
  • Mr. Pradeep Bhargava, Independent Director
  • Mr. Sandeep Kalra – Executive Director and President – Technology Services Unit
  • Mr. Sunil Sapre, Executive Director and Chief Financial Officer
  • Major General Amarjit Singh (Veteran), Chief Information Officer

Brief description of terms of reference
The Committee was constituted with powers and responsibilities including but not limited to

  • To review financial and risk management policies;
  • To review report on compliance of laws and risk management including Cybersecurity, reports issued by Statutory / Internal Auditors; and
  • To carry out any other function as is mentioned in the terms of the Risk Management Committee and entrusted by the Board
Stakeholders Relationship Committee

The current composition of the Stakeholders Relationship Committee is as follows:

  • Prof. Deepak Phatak, Chairman of the Committee and Independent Director
  • Dr. Anand Deshpande, Chairman and Managing Director
  • Mr. Sunil Sapre, Executive Director and Chief Financial Officer
  • Mr. Kiran Umrootkar – Independent Director

Brief description of terms of reference
The Committee was constituted with powers and responsibilities including but not limited to

  • To supervise and ensure efficient share transfers, share transmission, transposition, etc;
  • To approve allotment, transfer, transmission, transposition, consolidation, split, name deletion and issue of duplicate share certificate of equity shares of the Company;
  • To redress shareholder and depositor complaints like non-receipt of Balance Sheet, non-receipt of declared Dividend, etc.
  • To review service standards and investor service initiatives undertaken by the Company;
  • To address all matters pertaining to Registrar and Share Transfer Agent including appointment of new Registrar and Share Transfer Agent in place of existing one;
  • To address all matters pertaining to Depositories for dematerialization of shares of the Company and other matters connected therewith;
  • To resolve the grievances of the security holders of the listed entity including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate certificates, general meetings etc.
  • To review of measures taken for effective exercise of voting rights by shareholders.
  • To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.
  • To review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.
  • To attend to any other responsibility as may be entrusted by the Board within terms of reference.
Corporate Social Responsibility (CSR) Committee

The current composition of the CSR Committee is as follows:

  • Mr. Pradeep Bhargava, Chairman of the Committee and Independent Director
  • Dr. Anand Deshpande, Chairman and Managing Director
  • Mr. Chris O’Connor, Executive Director and Chief Executive Officer
  • Prof. Deepak Phatak, Independent Director
  • Mr. Prakash Telang, Independent Director

The committee is constituted with powers and responsibilities including but not limited to

  • To formulate and recommend to the Board a CSR policy which will define the focus areas and indicate the activities to be undertaken by the Company under CSR domain.
  • To recommend to the Board necessary amendments, if any, in the CSR policy from time to time.
  • To monitor the budget under the CSR activities of the Company.
  • To accomplish the various CSR projects of the Company independently or through ‘Persistent Foundation’ and / or any other eligible NGO / Social Institute, as the case may be.

Further, the CSR Committee is empowered to do the following:

  • To seek information from any employee as considered necessary;
  • To obtain outside legal professional advice as considered necessary ;
  • To secure attendance of outsiders with relevant expertise; and
  • To investigate any activity within terms of reference.
Nomination and Remuneration Committee

The current composition of the Nomination and Remuneration Committee is as follows:

  • Mr. Pradeep Bhargava, Chairman of the Committee and Independent Director
  • Ms. Roshini Bakshi, Independent Director
  • Mr. Guy Eiferman, Independent Director
  • Dr. Anant Jhingran, Independent Director
  • Mr. Thomas Kendra, Non-Executive Non-Independent Director
  • Mr. Prakash Telang, Independent Director

Brief description of terms of reference
The Committee was constituted with powers and responsibilities including but not limited to

  • To develop a pool of potential director candidates for consideration in the event of a vacancy on the Board of Directors;
  • To determine the future requirements for the Board as well as its Committees and make recommendations to the Board for its approval;
  • To identify, screen and review individuals qualified to serve as executive directors, non-executive directors and independent directors;
  • To provide its recommendation to the Board for appointment of CEO, CXO Level Employees and Senior Management;
  • To evaluate the current composition and governance of the Board of Directors and its Committees and make appropriate recommendations to the Board, whenever necessary;
  • To evaluate and recommend termination of membership of an individual director for cause or for other appropriate reasons;
  • To evaluate and make recommendations to the Board of Directors concerning the appointment of Directors to Board Committees and the Chairman for each of the Board Committees;
  • To recommend to the Board, candidates for
    • nomination for re-election of Directors by the Shareholders; and
    • any Board vacancies which are to be filled by the Board;
  • To play a consultative role for any appointment at top management level namely, COO, CMO, CFO, President of Persistent Systems Inc., or appointment requiring Board approval such as Company Secretary; and
  • 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.
  • To review general compensation policy of the Company (including that of ESOPs) and convey its recommendation to the Board, if any;
  • To advise the Board in framing remuneration policy for Key Managerial Personnel, CXO Level Employees and Senior Management of the Company from time to time;
  • To make recommendations to the Board about the Company’s policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment;
  • To determine and decide the following ESOP related activities:
    • To decide the quantum of equity shares / options to be granted under Employee Stock Options Schemes (ESOS), per employee and the total number in aggregate
    • To determine at such intervals, as the Committee considers appropriate, the persons to whom shares or options may be granted;
    • To determine the exercise period within which the employee should exercise the option and condition in which option will lapse on failure to exercise the option within the exercise period;
    • To decide the conditions under which shares or options vested in employees may lapse in case of termination of employment for any reason;
    • To lay down the procedure for making a fair and reasonable adjustment to the number of shares or options and to the exercise price in case of rights issues, bonus issues and other corporate actions;
    • To lay down the right of the employee to exercise all the options vested in him at one time or at various points of time within the exercise;
    • To specify the grant, vest and exercise of shares / options in case of employees who are on long leave;
    • To construe and interpret the plan and to establish, amend and revoke rules and regulations for its administration;
    • The Committee may correct any defect, omission or inconsistency in the plan or any option and / or vary / amend the terms to adjust to the situation that may arise;
    • To approve transfer of shares in the name of employee at the time of exercise of options by such employee under ESOS;
    • To lay down the procedure for cashless exercise of options; and
    • To attend any other responsibility as may be entrusted by the Board.

The Nomination and Remuneration Committee is further empowered to:

  • 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;
  • To hire legal, accounting, financial or other advisors in their best judgement;
  • To have sole authority to retain or terminate any search firm to be used to identify Director candidates;
  • To have sole authority to approve the search firm’s fees and other retention terms;
  • 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;
  • The Committee may consider advice and recommendations from the management, shareholders or others, as it deems appropriate; and
  • The Company conducts a performance evaluation of the Independent Directors and Board as a whole by an External Management Consultant and the findings 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.
Executive Committee

The current composition of the Executive Committee is as follows:

  • Mr. Kiran Umrootkar, Chairman of the Committee and Independent Director
  • Mr. Pradeep Bhargava, Independent Director
  • Ms. Roshini Bakshi, Independent Director
  • Mr. Prakash Telang, Independent Director
  • Mr. Sunil Sapre, Executive Director and Chief Financial Officer

Brief description of terms of reference
The Committee is constituted with powers and responsibilities including but not limited to

  • To review and follow up on the action taken on the Board decisions;
  • To review the operations of the Company in general;
  • To review the systems followed by the Company;
  • To examine proposal for investment in real estate;
  • To review, propose and monitor annual budget including additional budget, if any, subject to the ratification of the Board;
  • To review capital expenditure against the budget;
  • To authorize opening and closing of bank accounts;
  • To authorize additions/deletions to the signatories pertaining to banking transactions;
  • To approve investment of surplus funds for an amount not exceeding ₹ 25 Crores as per the policy approved by the Board;
  • To approve transactions relating to foreign exchange exposure including but not limited to forward cover and derivative products;
  • To approve donations as per the policy approved by the Board;
  • To delegate authority to the Company officials to represent the Company at various courts, government authorities and so on; and
  • To attend to any other responsibility as may be entrusted by the Board to investigate any activity within terms of reference.

Further, the Executive Committee is empowered to do the following

  • To seek information from any employee as considered necessary;
  • To obtain outside legal professional advice as considered necessary;
  • To secure attendance of outsiders with relevant expertise; and
  • To investigate any activity within terms of reference.

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