Familiarisation Programme for Independent Directors

A. Name of Independent Directors:

1. Mr. Sajeve Deora
2. Mr. Ambarish Chatterjee
3. Mr. Sanjay Kumar Sareen

 

B. Terms and conditions of appointment of independent directors

The terms and conditions of the Independent Directors are governed by the Appointment Letters. Please refer to link “Appointment Letters “for details.

C. Meetings of Independent Directors

During the financial Year 2015-2016, the Meeting of the Independent Directors of the Company was held on Saturday, 26th March 2016.

D. Details of the familiarization programmes imparted to independent directors are as follows:
Familiarisation Programme for Independent Directors
In terms of Reg. 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company should conduct 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 Board of Directors is further encouraged to continue the training sessions to ensure that the Board members are kept up to date.
The Company has been following these principles since past. A few initiatives under familiarization programs are elaborated in the link below:
A. Induction on joining the Board of Directors of the Company:

The new Director is welcomed to the Board of Directors of the Company by sharing the following documents of the Company for his / her references:

  • Memorandum of Association and Articles of Association of the Company
  • Annual Reports of last three consecutive years
  • Code of Conduct for Directors and Senior Managerial Personnel
  • Note on Directors roles and responsibilities
  • Policy Handbook of the Company comprising of policies on various business aspects and practices
  • Organizational Chart of the Company and the profile of all the Directors and the Senior Managerial Personnel of the Company
  • List of Contact details of the Directors, Senior Managerial Personnel and their personal / executive assistants.
  • Publicity material of the Company that explains the range of products, services and solutions offered by the Company to its clients
  • Note on key clients of the Company and their geographical distribution in terms of the work across and the revenue.

B. Session for Knowledge Transfer

The Management arranges a periodical session by industry experts on the current legal scenario for the companies, compliance management, risk mitigation as well as the changing role and responsibilities of the Board of Directors.
The details of the sessions arranged by the Management and the programs as attended  by the Independent Directors were as follows:

Sr.
No.

Particulars

Mr. Sajeve Deora

Mr. Ambarish Chatterjee

Mr. Sanjay Kumar Sareen

1.

Presentation on the list of Applicable Sections of the Companies Act, 2013 and identification of action items on the Management

Whether attended
(Y / N / NA / AVC)

Y

Y

Y

Hours spent

1

1

1

2.

E-mail sent to the Board of Directors of the Company informing them about benefits of e-Voting mechanism brought in by the revised Listing Agreement

Whether attended
(Y / N / NA / AVC)

NA

Y

Y

Hours spent

-----

1

1

3.

Presentation on the Directors' Roles and Responsibilities under the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement

Whether attended
(Y / N / NA / AVC)

Y

Y

Y

Hours spent

1

1

1

4.

Presentation on the Executive Summary of the changes brought in by SEBI (Prohibition of Insider Trading) Regulations, 2015

Whether attended
(Y / N / NA / AVC)

Y

Y

N

Hours spent

1

1

-----

6.

Presentation on the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015

Whether attended
(Y / N / NA / AVC)

Y

Y

Y

Hours spent

1

1

1

 

The session ended with question-answer round where the Independent Directors discussed the practical situations and the applicability of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

In the above table the following signs denote the following:
Y - Present for the meeting in person
N - Absent for the meeting
AYC - Present for the meeting through Audio / Video Conferencing
NA - Not applicable being not a director at the time of meeting / Not applicable being not a member of the Committee at the time of meeting