corporate governance report-2012

8/22/2019 Corporate Governance Report-2012

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Good g ove r na nce f a c i l i t a te s e f f i c i e n t , e f f e c t i ve a nd

entrepreneuria l ma nag ement tha t ca n deliver stakeholders va lue

over the longe r term. It is a bout c ommitment to values a nd ethical

business co nduct. It is a set of laws , regulations, proc esse s a nd

customs affecting the w ay a compa ny is d irected, a dministrated,

controlled or managed.

G ood co r p or a te gov er n an ce u n der p i n s th e su ccess an dG ood co r p or a te gov er n an ce u n der p i n s th e su ccess an dG ood co r p or a te gov er n an ce u n der p i n s th e su ccess an dG ood co r p or a te gov er n an ce u n der p i n s th e su ccess an dG ood co r p or a te gov er n an ce u n der p i n s th e su ccess an dintegrity of the organizations, institutions and markets. It isintegrity of the organizations, institutions and markets. It isintegrity of the organizations, institutions and markets. It isintegrity of the organizations, institutions and markets. It isintegrity of the organizations, institutions and markets. It is

one of the es se ntia l pilla r for building efficient a nd sus ta inab leone of the es se ntia l pilla r for building efficient a nd sus ta inab leone of the es se ntia l pilla r for building efficient a nd sus ta inab leone of the es se ntia l pilla r for building efficient a nd sus ta inab leone of the es se ntia l pilla r for building efficient a nd sus ta inab le

environment.environment.environment.environment.environment.

Corporate Governance is based on the principles of integrity,

fairness, equity, transparency, accountability and commitment

to values. Good governance practices stem from the culture

and minds et of the orga niza tion. Effectiveness of the Co rporate

Governance in our Company depends on regular rev iew,

preferably regular independent review. As stakeholders across

the globe evince keen interest in the practices and performance

of compa nies, C orporate G overnance ha s emerged o n the centre

sta ge. The Co mpany c onsiders the maintenanc e of fair and

trans parent corporate governanc e to be one of its most importantmanag ement iss ue, and enhance its orga nizational systems and

structures ac cordingly. Some of the important bes t prac tices of

Corporate Governance framework are t imely and accurate

disclosure of information regarding the financial situation,

performance, ownership and governance of the Company.

Philosophy on Code of GovernancePhilosophy on Code of GovernancePhilosophy on Code of GovernancePhilosophy on Code of GovernancePhilosophy on Code of Governance

Our Co rporate G overnanc e philos ophy is ba sed on the follow ing

principles:

S a tisfy the s pirit of the la w a nd not just the letter of the la w .

Corporate Governance standards should go beyond the

law.

Be transparent and maintain a high degree of disclosureslevels. When in doubt, disclose it.

Make a clear distinction b etween personal convenience and

corporate resources.

Communicate externally, in a truthful manner, about how

the Company is run internally.

Have a simple and transparent corporate structure driven

solely by business needs.

Comply with the laws in all the countries in which we

operate.

Mana geme nt is the trustee of the sha reholders' c a pital and

not the owner.

Corporate Governance is an integral part of the philosophy ofthe Company in its pursuit of excellence, growth and value

c r e a t i o n . I n a d d i t i o n t o c o m p l y i n g w i t h t h e s t a t u t o r y

requirements, ef fective governance systems and practices

towards improving transparency, disclosures, internal control

a n d p r o m o t i o n o f e t h i c s a t w o r k p l a c e h a v e b e e n

in s t i t ut io n a liz e d . Th e C o m p a n y r e c o g n iz e s t h a t g o o d

gov er n an ce i s a con t i n u i n g ex er c i se an d r e i t e r a tes i t s

com m i tm en t t o p u r su e h i gh es t s t an dar ds o f Cor p or a te

Governance in the overall interest of all its stakeholders.

Certi f icate of Recognition from the Insti tute of CompaCerti f icate of Recognition from the Insti tute of CompaCerti f icate of Recognition from the Insti tute of CompaCerti f icate of Recognition from the Insti tute of CompaCerti f icate of Recognition from the Insti tute of Compa

Secretaries of IndiaSecretaries of IndiaSecretaries of IndiaSecretaries of IndiaSecretaries of India

The C ompa ny received the c oveted Certifica te o f Reco gnit

from the ICSI under the ICSI National Award for Excellence

Corporate Go vernanc e for ad opting go od prac tices in Corpor

Governance.

Boa rd of Directors (B oa rd)Bo ard o f Directors (B oa rd)Boa rd of Directors (B oa rd)Bo ard o f Directors (B oa rd)Boa rd of Directors (B oa rd)

The B oa rd of Directors determines the purpos e a nd va lues

the Co mpa ny. The prima ry role of the Bo a rd is tha t of trustee s

to protect and enhance stakeholders' value through strate

supervision of the C ompa ny a nd its s ubsidiaries.

Our Company is headed by an effective Board that exerci

lea dership, integrity a nd judg ment in directing so as to a chi

continuing prosperity and to act in the best interest of

Co mpa ny. The Bo a rd pla ys a critica l role in oversee ing how

management serves the shor t and long term in terestssha reholders a nd o ther sta keholders. This is reflec ted in

governance practices, under which we strive to maintain

ac tive, informed and independ ent B oa rd. They ens ure tha t Com p an y com p l i es w i th a l l r e l ev an t l aws , r egu l a t i o

governance prac tices , ac counting a nd aud iting sta nda rds . Th

identify key risk areas and key performance indicators of Company's business and constantly monitor these factors.

The B oa rd is e ntrust ed with the ultima te res pons ibility of

mana geme nt, general affairs, d irection a nd performanc e of

Company and has been vested with the requisi te poweauthorities and duties.

Board Size and Composit ionBoard Size and Composit ionBoard Size and Composit ionBoard Size and Composit ionBoard Size and Composit ion

The B oa rd of Directo rs (" Bo ard" ) is at the co re o f our Corpor

Governance prac t ices and oversees how the managemse rves and protects the long te rm interests o f all our sta kehold

We be lieve tha t an a ctive, well- informed a nd inde pend ent Bo

i s n ecessa r y to en su r e h i gh es t s t an dar ds o f Cor p or

Governance.

The Bo ard of the C ompany ha s an optimum combination

Executive and Independent Non- Executive Directors who h

an in-depth knowledge of bus iness , in add ition to the exper

in their a reas of sp ec ia liza tion. During the yea r, a ma jority of

Board compr ised o f independent Direc tors . IndependDirectors play a critical role in imparting balance to the Bo

processes by bringing independent judgments on issues

strategy, performance, resources, sta ndards of the Co mpa

cond uct etc. The Comp a ny has a do pted the de f init ion

inde pend ent direc tor as mentioned und er clause 49 of the list

agreement and all the independent directors of the Comphave c ertified their independ ent sta tus to the B oa rd.

As o n J une 30, 2012, the Boa rd c onsisted o f seven membe

of which, two are Executive a nd the other five a re Independ

Non-Executive Directors. The C ompa ny has a ppointed tInde pend ent Non-Exec utive Direc tors in its meeting he ld o n J

24-25, 2012 and with the said appointment, the total number

directors has gone upto nine. Out of two Executive Directo

one is a P romoter Directo r who is a lso the Mana ging Directo

the Company a nd is d esignated a s C hairman a nd Chief Strat

Officer of the Co mpany and the other is Vice Cha irman and Ch

CORPORATE GOVERNANCE REPORT 2011-12


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Executive Officer of the Com pa ny, who is a lso the J oint Mana ging

Direc tor of the C ompa ny. The Non-Executive Direc tors b ring a n

external and wider perspective in Board deliberations and

dec isions. The s ize a nd c ompos ition of the B oa rd conform

the req uirements o f Claus e 49 of the Listing Agreem ent w ith

Stock Exchanges.

Compo sit ion o f the B oa rd and the DirectorshipsCompo sit ion of the B oa rd and the DirectorshipsCompo sit ion o f the B oa rd and the DirectorshipsCompo sit ion of the B oa rd and the DirectorshipsCompo sit ion o f the B oa rd and the Directorships

Name of DirectorName of DirectorName of DirectorName of DirectorName of Director Position in the CompanyPosition in the CompanyPosition in the CompanyPosition in the CompanyPosition in the Company DirectorshipsDirectorshipsDirectorshipsDirectorshipsDirectorships Directorships/Directorships/Directorships/Directorships/Directorships/ CommitteeCommitteeCommitteeCommitteeCommittee ChairmanshipChairmanshipChairmanshipChairmanshipChairmanship No. oNo. oNo. oNo. oNo. o

in Indianin Indianin Indianin Indianin Indian memberships in allmemberships in allmemberships in allmemberships in allmemberships in all memberships*memberships*memberships*memberships*memberships* in committeesin committeesin committeesin committeesin committees shareshareshareshareshare

public limitedpublic limitedpublic limitedpublic limitedpublic limited other companies/other companies/other companies/other companies/other companies/ (in clud in g HC L (in clud in g HC L held (held (held (held (held (

companiescompaniescompaniescompaniescompanies trust /oth er ent itiestrust /oth er ent itiestrust /oth er ent itiestrust /oth er ent itiestrust /oth er ent ities Technologies Ltd.) Technologies Ltd.)# `2/-2/-2/-2/-2/-

(including HCL (including overseas e a c he a c h )e a c he a c h )e a c h )

Technolog ies Ltd.) companies)

Mr. S hiv Na da r Cha irma n &C hief 1 14 1 - 184

Strategy Officer

Mr. Vineet Na ya r Vice-Cha irma n a nd CEO 1 1 1 - Nil

Mr. S ub roto B ha tta cha rya Ind epend ent

Non Executive Direc tor 3 1 1 3 66

Ms. Robin Abra ms Independent

Non Executive Direc tor 1 5 1 - Nil

Mr. Ama l G a nguli Independent

Non Executive Direc tor 11 8 5 5 Nil

Mr. R. S riniva sa n Independent

Non Executive Direc tor 3 15 2 - Nil

Mr. Sudhinder Krishan Khanna^ Independent

Non Executive Direc tor 8 3 1 1 Nil

Mr. S osa le S hankara S as t ry** Ind epend ent

Non Executive Direc tor 1 2 - - Nil

Mr. S rika nt Ma d ha v Da ta r** Ind epe nd ent

Non Executive Direc tor 1 3 - - Nil

Note: None of the Directors of the Company have any relationship with other Directors of the Company.

*represents membership of Audit Committee and Shareholders' Grievance Committee of Indian public limited companies.

#represents chairmanship of Audit Committee and Shareholders' Grievance Committee of Indian public limited companies.

^ Appointed a s a n Additiona l Director w. e.f. November 03, 2011.

** Appo inted a s the Add itiona l Directo rs w. e.f. J uly 24, 2012.

Brief Profile oB rief P rofile oBrief Profile oB rief P rofile oBrief Profile o f the Boa rd Membersf the Boa rd Membersf the Boa rd Membersf the Boa rd Membersf the Boa rd Members

Shiv NadarShiv NadarShiv NadarShiv NadarShiv Nadar

Mr. Shiv Nadar, aged 67 years, is an Electrical Engineer fromCo imba tore in S outh India . Mr. S hiv Nada r esta blished HCL asa s ta rtup in 1976. Acknow led ge d a s a visiona ry by the ITindus tryand his peers, Mr. Shiv Nadar has often made daring foraysba se d o n his c onviction of the future. The University of Mad rasand IITKharagpur awarded him an Honorary Doctorate Degreein S cienc e for his o utsta nding c ontribution to IT in India .Mr. Nadar was conferred the Padma Bhushan Award - thePadma Bhushan Award - thePadma Bhushan Award - thePadma Bhushan Award - thePadma Bhushan Award - thethird highest civilian honorthird highest civilian honorthird highest civilian honorthird highest civilian honorthird highes t c ivilia n ho nor co nferred by the P resident of Indiain J a nuary 2008, in reco gnition o f not just his co ntribution totrad e &indus try in India b ut also his d eep co mmitment to publicgood. Determined to give back to the society that supportedhim, Mr. Nadar has been quietly supporting many significant

socia l causes through the S h i v N a d a r F o u n d a t i o nS h i v N a d a r F o u n d a t i o nS h i v N a d a r F o u n d a t i o nS h i v N a d a r F o u n d a t i o nS h iv N ad a r Fou n da t ion . Th eFoundation has established the not-for-profit SSN College ofEngineering in Chenna i, ranked a mong India's top fifteen privateeng inee r ing c ol leg es . The Found a t ion is a l so running"VidyaGyan""VidyaGyan""VidyaGyan""VidyaGyan"" Vidya G ya n" sc hools in Uttar Prad esh that provide free, wo rldc l ass edu ca t i on to r u r a l t op p er s f r om econ om i ca l l ydisadvantaged backgrounds.

Mr. Vineet NayarMr. Vineet NayarMr. Vineet NayarMr. Vineet NayarMr. Vineet Nayar

Mr. Vineet Nayar, aged 50 years, has a Bachelor's degree inTec hnology a nd a Ma ste rs deg ree in Busines s Administra tion.He played a key role in enabling HCL to enter into the business

for providing ITinfra structure and netw orking s ervice s a nd to dHCL is highly placed in Remote Infrastructure Managem

spa ce. He has emerged a s a global thought lead er and ha s bela uded by go vernments, b usiness publica tions a nd influencwor ldwide for h is v is ionary s t ra tegy , abi l i ty to create entrepreneurial culture, and warm-hearted, straight-talkapproac h; with his boo k Employees First, Customers S eco nEmployees First, Customers S eco nEmployees First, Customers S eco nEmployees First, Customers S eco nEmployees First, Customers S eco nreceiving rich p raise from influence rs like the late C .K. P raha lTom P eters, G ary Hamel, Ram Cha ran a nd Victor Fung.

Ms. Robin AbramsMs. Robin AbramsMs. Robin AbramsMs. Robin AbramsMs. Robin Abrams

Ms. Robin Abrams, aged 61 years, holds both a BachelorArts and a J uris Docto r degree from the University of NebrasS he wa s the interim CEO a t ZiLOG. S he had bee n the Presidof Palm Comput ing and Senior Vice President a t 3CCorporation. She was formerly the President and CEO

VeriFone a nd a lso held a variety of s enior mana geme nt pos itiowith Apple C omputers. As Vice President a nd G eneral Ma naof the America s, s he oversa w sa les and channel manag emfor U.S., C ana da and Latin America . Ms. Abrams s pent eiyea rs w ith Unisys in se veral senior-level positions a nd a lso se r

several U.S. public company Boards and several academ

advisory committees.

Mr. Subroto BhattacharyaMr. Subroto BhattacharyaMr. Subroto BhattacharyaMr. Subroto BhattacharyaMr. Subroto Bhattacharya

Mr . Subroto Bhat tacharya , aged 71 years , i s a Char ter

Accountant. He spent his early career with DCM Limited wh

he rose to the position of a Director on its board. In the l


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eighties, he joined the HCL Group and subsequently joined the

Board o f the f l agship company HCL Limi ted. He has an

experience of over 35 years with specialization in Finance and

Management Consultancy.

Mr. Amal GanguliMr. Amal GanguliMr. Amal GanguliMr. Amal GanguliMr. Amal Ganguli

Mr. Amal Ganguli, aged 72 years, is a fellow member of the

Institute of C hartered Acc ountants of India a nd the Institute of

Cha rtered Acc ountants in England a nd Wales a nd a member of

the New Delhi cha pte r of the Ins titute of Interna l Auditors, Florida ,U.S.A. He was the Chairman and Senior Partner of Pr ice

Waterhouse Coopers, India till his retirement in 2003. Besides

his qualification in the area of accounting and auditing, he is

alumnus of IMI, Geneva. During his career spanning over 40

years, his range of work included international tax advice and

planning, c ros s b order investments, c orpora te mergers a nd re-

organization, financial evaluation of projects, management,

operational and s tatutory audits a nd c onsulting projects funded

by international funding ag encies.

Mr. R. SrinivasanMr. R. SrinivasanMr. R. SrinivasanMr. R. SrinivasanMr. R. Srinivasan

Mr. R. Srinivasan, aged 66 years, has an Electrical Engineering

Degree from Madras University and MBA Degree from the IIM,Ahmeda ba d. He is the Founder, Manag ing Directo r of Redington

(India) Limited , a 3.6 billion d olla r Tec hnolog y P roduc ts S upply

Chain Solution Company operating in India, Middle East, Africa

&Turkey. P rior to sta rting Red ingto n in Singa pore, he spe nt three

yea rs in Indone sia wi th a lea ding Text ile C ompa ny. His

experience a lso includes a number of years with Reade rs Diges t

and the Coca-Cola Corporation in India.

Mr. Sudhindar Krishan KhannaMr. Sudhindar Krishan KhannaMr. Sudhindar Krishan KhannaMr. Sudhindar Krishan KhannaMr. Sudhindar Krishan Khanna

Mr. Sudhindar Krishan Khanna, aged 59 years, having his

B ach e l o r o f Ar t s (H on or s) degr ee i n E con om i cs f r om

S t. Ste phen's C olleg e (New Delhi) a nd is a C hartered Acc ounta nt.

He is the Chairman and Managing Director of IEP Mumbai, aleading control oriented PE Fund. He was one of the founding

members of Accenture worldwide and became the Country

Managing Partner of Accenture in India &the Middle East and a

lead member of the Accenture global management team. He

wa s responsible for esta blishing all major Acc enture b usiness es

in India, including ITO, BP O a nd KP O. Mr. Khanna se rves on the

board of United Spirits, Peninsula Holdings, Canara HSBC

Insurance etc.

Mr. S rikant Madha v Data rMr. S rikant Madha v Data rMr. S rikant Madha v Data rMr. S rikant Madha v Data rMr. S rikant Madha v Data r

Mr. Srikant Madhav Datar, aged 59 years, is the Arthur Lowes

Dickinson Profess or at Harvard University. He is a grad uate from

the Indian Institute of Manag ement, Ahmeda ba d, is a Cha rtered

Accountant and a Cost and Works Accountant. He also holds

two Masters degrees and a Ph.D. from Stanford University. He

is a co-author of the leading cost accounting textbook, Cost

Accounting: A Managerial Emphasis, and Rethinking the MBA:

Business Education at a Crossroads. He has published his

research on activity-based management, quality, productivity,

time-bas ed compe tition, new produc t development, bottleneck

mana gement, incentives, pe rformanc e e valuation, and corporate

governance in several prestigious journals. He has served on

the editorial boa rds of se veral journa ls a nd presented his rese arch

to corporate executives and academic audiences in No

America , S outh America , Asia, Africa and Europe. He is a mem

of the American Accounting Association and the Institute

Management Accountants.

Mr. S osa le S hankara S as tryMr. S osa le S hankara S as tryMr. S osa le S hankara S as tryMr. S osa le S hankara S as tryMr. S osa le S hankara S as try

Mr. So sa le S hankara S as try, ag ed 56 years, is currently the De

of Engineering a t University of C a lifornia , B erkeley. Dr. S a str

B. Tec h from India n Institute of Tec hnology, B omb a y; M.S . EE

(1979), University of California, Berkeley; M.A. Mathemat(1980), University of California, Berkeley and Ph.D. EEC

University of Ca lifornia , Berkeley. His a reas o f perso na l resea

are embedded control, cybersecurity, autonomous software

unmanne d s ys tems (es pec ia lly a eria l vehicles ), co mputer visi

nonlinear a nd a da ptive control, co ntrol of hybrid a nd emb edd

systems, a nd network embedd ed sys tems and s oftwa re. He

been concerned with cybersecurity and critical infrastructu

protection. He has co-authored over 450 technical papers a

9 books. During his career the positions held by him inclu

Member, Scientific Advisory Board for Singapore Natio

Resea rch Founda tion a nd Member of Sc ience a nd Technol

Advisory B oa rd for the Tha i P rime Minis ter.

The te nure o f B oa rd of D irectorsThe te nure o f Bo a rd of Direc torsThe te nure o f B oa rd of D irectorsThe te nure o f Bo a rd of Direc torsThe te nure o f B oa rd of D irectors

Executive directors are appointed by the shareholders for

tenure of a ma ximum period of five yea rs, a nd a re eligible for

a ppointment upon co mpletion o f their term. The te nure

independent directors on the Board of the Company shall

9 years. For the independent directors who were on the Bo

in J anua ry, 2009, the period of 9 yea rs sha ll be w .e.f. J uly

2008 and for any appointments thereafter, the said term sh

be from the da te of the a ppointment.

Retirement Policy of the Board of DirectorsRetirement Policy of the Board of DirectorsRetirement Policy of the Board of DirectorsRetirement Policy of the Board of DirectorsRetirement Policy of the Board of Directors

The B oa rd has formula ted a retirement policy pursua nt to wh

there shall be an age limit of 75 years for all the Directors w

shall serve on the Board of the Company.

Memberships on other Bo ardsMemberships o n other Boa rdsMemberships on other Bo ardsMemberships o n other Boa rdsMemberships on other Bo ards

Executive Directors are also allowed to serve on the Boa

Committee of Corporate(s) or Government bodie(s) wh

interest are germane to the future of software business, or

the Board of key economic institutions of the nation or wh

primary objective is benefiting society.

Independent Directors are expected not to serve on the Boa

Committees o f compe ting c ompa nies. Other than this, there

no limitation on the Directorships /Co mmittee me mbe rsh

except those imposed by law a nd go od c orporate g overnan

Directors ResponsibiltiesDirectors ResponsibiltiesDirectors ResponsibiltiesDirectors ResponsibiltiesDirectors Responsibilties

(a) The principal respo nsibilty of the Boa rd members is

oversee the manag ement of the C ompany a nd in doing

s e r v e t h e b e s t i n t e r e s t s o f t h e C o m p a n y a n d

sto ckholders. This respo nsibilty s ha ll include :

R e vie w in g a n d a p p ro vin g fun d a m en ta l o p era t i

financial and other corporate plans, strategies a

objectives.

Evaluate whether the corporate resources are be

used only for appropriate business purpos es.


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Es tablis ing a corporate environment that promotes

timely and effective disclosure (including robust and

a ppropria te co ntrols, proced ures a nd ince ntives), fisc al

responsibilty, high ethical standards and compliance

with all applica ble law s and reg ula tions.

Evaluating the performance o f the Company and it s

senior executives and taking appropriate action,

including removal, where warranted.

Evaluating the overall e ffec t iveness o f the Board and

its Committees.

To a t tend the B oard , Comm it tee and sh areho lders

meetings.

(b) Exercise bus iness judg ment:Exercise bus iness judg ment:Exercise bus iness judg ment:Exercise bus iness judg ment:Exercise bus iness judg ment: In disc harging their fiduciary

duties of care and loyalty, the directors are expected to

exercise their business judgment to act in what they

reasonably believe to be in the best interests of the

Company and its stakeholders.

(c) Understa nd the Compa ny and i ts bus iness:Understa nd the Compa ny and i ts bus iness:Understa nd the Compa ny and i ts bus iness:Understa nd the Compa ny and i ts bus iness:Understa nd the Co mpa ny and its b usiness: The directors

have a n obliga tion to rema in informed a bout the Compa ny

and its business, including the principal operational and

financ ial objectives, s trate gies a nd plans o f the Compa ny,

relative standing of the business segments within the

Compa ny and vis-a-vis the competitors of the Compa ny,

factors that determine the Company's success, results of

operations a nd financ ial conditon of the Co mpany a nd the

significant subsidiaries and business segments.

(d) To e s t a b l is h e f f e c t iv e s y s t e m s :To e s t a b l is h e f f e c t iv e s y s t e m s :To e s t a b l is h e f f e c t iv e s y s t e m s :To e s t a b l is h e f f e c t iv e s y s t e m s :To es ta bl i sh ef fec t ive s ys tem s : The di rec tors a re

respo nsible for de termining tha t effective sy ste ms are in

place for periodic and timely reporting to the Board on

important ma tters conc erning the C ompa ny including the

following:

Current business a nd financia l performance, degree

of achievement of approved objectives and the need

to address forward-planning issues.

C o mp lia n ce p ro g ra m s to a s s u re t he C o mp a ny 's

compliance with laws and corporate polices.

Materia l lit iga t ion and governmental and regulatory

matters.

Bo ard meetings functioning a nd proced ureBo ard meetings functioning a nd proced ureBo ard meetings functioning a nd proced ureBo ard meetings functioning a nd proced ureBo ard meetings functioning a nd proced ure

Board Meeting - Calendar :Board Meeting - Calendar :Board Meeting - Calendar :Board Meeting - Calendar :Bo a rd Meeting - C a lenda r: The proba ble da tes of the boa rd

meetings for the forthcoming year are decided in advance and

published as part of the Annual Report.

Bo ard Meeting - Freq uency:Bo ard Meeting - Freq uency:Bo ard Meeting - Freq uency:Bo ard Meeting - Freq uency:Bo a rd Meeting - Freq uency: The Boa rd meets a t leas t once a

quarter to review the quarterly results and other items of the

agenda. Whenever necessary, additional meetings are held. Incase of business exigencies or urgency of matters, resolutions

are pa ss ed by circulations. The C ompa ny ef fectively uses

teleconferencing facility to enable the participation of Directors

who c ould not a ttend the sa me due to s ome urgency.

Board Meeting - Location:Board Meeting - Location:Board Meeting - Location:Board Meeting - Location:B oa rd Mee ting - Loca tion: The meetings a re ge nerally held a t

the Technology HUB of the C ompa ny a t Noida . Eac h director is

expected to a ttend the Bo ard meetings.

Board Meeting - Matters:Board Meeting - Matters:Board Meeting - Matters:Board Meeting - Matters:B oa rd Mee ting - Ma tters: All divisions/ depa rtments of the

Company are advised to schedule their work plans in advance,

particular ly with regard to matters requir ing discussio

approval/dec ision of the B oa rd/Committee meetings . All su

matters are communica ted to the Compa ny Sec retary in ad van

so tha t the sa me co uld b e included in the Agend a for the Boa

Committee meetings.

Boa rd material/Agenda distributed in adva nce:Boa rd materia l/ Agenda distributed in adva nce:Boa rd material/Agenda distributed in adva nce:Boa rd materia l/ Agenda distributed in adva nce:Bo a rd mate ria l/ Age nda distributed in ad vanc e: The ag en

for each board meeting is circulated in advance to the Bo

memb ers. All materia l information is inco rpora ted in the a ge nfacilitating mea ningful and focused discuss ions in the me eti

Where it is not prac tica ble to atta ch a ny doc ument in the ag enthe same is tabled before the meeting. Every board membe

free to sug ges t items for inclusion in the a gend a.

P r e s e n t a t i o n s b y m a n a g e m e n t :P r e s e n t a t i o n s b y m a n a g e m e n t :P r e s e n t a t i o n s b y m a n a g e m e n t :P r e s e n t a t i o n s b y m a n a g e m e n t :P r e s e n t a t io n s b y m a n a g e m e n t : Th e B o a r d is g iv

presenta tions c overing fina nce, s a les , marketing, ma jor busin

segments and operations of the Company, global busin

environment including bus ines s opp ortunities , business stra teand the risk mana geme nt prac tices before taking on record

financial results of the Company.

Access to employees:Access to employees:Access to employees:Access to employees:Acc es s to emp loyee s : The directors are provided free acc

to officers and employees of the Company. Managementencouraged to invite the Company personnel to any Bo

meeting at which their presence and expertise would help

Bo ard to ha ve a full understanding of matters being cons ider

Availa bility of information to B oa rd memb ers:Availa bility of informa tion to B oa rd memb ers:Availa bility of information to B oa rd memb ers:Availa bility of informa tion to B oa rd memb ers:Availa bility of informa tion to Bo a rd memb ers: The informa t

placed before the Board includes annual operating plans a

budgets, including operating &capital expenditure budge

q uarterly financial results of the Co mpany b oth co nsolida ted astandalone basis, financials of each of the subsidiaries a

investments made by the subsidiaries, update on the state

the market for the business and the s t ra tegy , minutes

subs idiaries, minutes of a ll the B oa rd c ommittees, relate d pa

transa ctions, de tails o f the trea sury investments , deta ils o f fore

excha nge expos ure, upda te on sta tutory complia nce report arepor ts o f any non compl iances , i f any , in format ion

recruitment/remunera tion o f se nior of f ice rs, s how ca u

de ma nd notices if a ny, de ta ils of joint ventures or co lla bo rata greements, s ignifica nt chang es in the acc ounting policies, s

of a ny mate rial nature etc.

D i s c u s sD i s c u s sD i s c u s sD i s c u s sD i s c u s s i o n w i t h I n d e p e n d e n t D i r e c t o r s :i o n w i t h I n d e p e n d e n t D i r e c t o r s :i o n w i t h I n d e p e n d e n t D i r e c t o r s :i o n w i t h I n d e p e n d e n t D i r e c t o r s :i o n w i t h I n d e p e n d e n t D i r e c t o r s : I n d e p e n d

Directors are regularly updated on performance of each line

business of the Company, business strategy going forward a

new initiatives being taken/proposed to be taken by the C ompaThe indepe nde nt direc tors me et pe riod ica lly w ithout

exec utive direc tors or the mana ge ment. The indep endent direc t

also periodically have one on one meetings with the statut

auditors a nd interna l auditors, where neither the executive direc tnor any person from the management is present.

P ost meeting fol low - up mecha nism:P ost meeting fol low- up mec hanism:P ost meeting fol low - up mecha nism:P ost meeting fol low- up mec hanism:P os t mee ting follow - up mec ha nism: The guidelines for Bo

a nd Co mmittee(s) meetings facilitate a n effective po st meetfollow up review and reporting proce ss for the d ecisions takby the B oa rd and C ommittee(s) thereof. The importa nt dec isi

taken a t the B oa rd/ Commit tee(s) meet ings are promp

co mmunica ted to the c oncerned d epa rtments/divisions. Act

ta ken report on the de cisions o f the previous meeting(s) is p la c

a t t h e i m m e d i a t e l y s u c c e e d i n g m e e t i n g o f t h e B o a

Commit tee(s) for in format ion and rev iew by the Boa

Committee(s).


5/2235

Number of Boa rd Meetings and the da tes o n which it heldNumber of Boa rd Meetings and the da tes o n which it heldNumber of Boa rd Meetings and the da tes o n which it heldNumber of Boa rd Meetings and the da tes o n which it heldNumber of Boa rd Meetings and the da tes o n which it held

There w ere five Bo a rd me etings held d uring the yea r ended J une

30, 2012.Thes e w ere held o n J uly 25-27, 2011, Octo be r 17-18,

2011, J a nua ry 16-17, 2012, April 16-18, 2012 and Ma y 14, 20

The follow ing ta ble gives the at tend a nce rec ord of the direc t

meetings a nd a t the last Annual General Meeting:

Name of the DirectorName of the DirectorName of the DirectorName of the DirectorName of the Director No. of boa rdNo. of boa rdNo. of boa rdNo. of boa rdNo. of boa rd No. of boa rdNo. of boa rdNo. of boa rdNo. of boa rdNo. of boa rd Whether attendedWhether attendedWhether attendedWhether attendedWhether attended

meetings heldmeetings heldmeetings heldmeetings heldmeetings held meetings attendedmeetings attendedmeetings attendedmeetings attendedmeetings attended last AGMlast AGMlast AGMlast AGMlast AGM

Mr. S hiv Na da r 5 5 No

Mr. Vineet Na ya r 5 5 Yes

Ms. Robin Abra ms 5 5^ NoMr. S ubroto B ha tta cha rya 5 5 Yes

Mr. Ama l G a nguli 5 5 Yes

Mr. R. S riniva sa n 5 4** No

Mr. T. S . R. S ubra ma nia n* 2 2 Yes

Mr. Aja i Chowdhry* 2 2 Yes

Mr. P . C . S en* 2 - No

Mr. S udhinder Krisha n Kha nna # 3 2** N.A

^ includes two meetings attended through conference ca ll.

* cea sed to be the director w.e.f. November 02, 2011.

# appointed as an Additional Director of the Company w .e.f. November 03, 2011 post the AGM of the Compa ny.

** includes one meeting attende d through conference ca ll.

B oar dB oar dB oar dB oar dB oar d CommitteesCommitteesCommitteesCommitteesCommittees

The B oa rd comm ittees pla y a crucia l role in the g overnance

structure of the Company and are being set out to deal with

spec ific a rea s /ac tivities which conc ern the C ompa ny and need

a c los er review. They a re set up under the formal approva l ofthe bo ard, to ca rry out the clea rly de fined role which is c ons ide red

to be performed by members of the board, as a part of good

corporate g overnanc e. The B oa rd s upervises the execution of

its res pons ibilities b y the co mmittees a nd is respo nsible for their

action.

Cu r r en t l y , th e B oar d h as sev en Com m i t tees v i z . Au di t

Committee, Compensation Committee, Nominations Committee,

R i sk Man agem en t Com m i t tee , F i n an ce Com m i t tee ,

Shareholders ' Commit tee and Employees ' Stock Opt ionsAllotme nt Co mmittee.

Keeping in view the requirements of the Companies Act, 19

as we ll as Clause 49 of the Listing Agreement, the B oa rd dec id

the terms of referenc e of various c ommittees which s et forth purposes, goals and responsibilities of the Committees.

o b s e r v a t i o n s , r e c o m m e n d a t i o n s a n d d e c i s i o n s o f t

committees are placed before the Board for information or

approval.

Frequency and length o f meet ing o f the Commit teesFrequency and length o f meet ing o f the Commit teesFrequency and length o f meet ing o f the Commit teesFrequency and length o f meet ing o f the Commit teesFrequency and length o f meet ing o f the Commit tees

the Boardthe Boardthe Boardthe Boardthe Board

The C hairman of ea ch C ommittee of the Bo ard, in cons ultat

with the Chairman of the Board and appropriate members

mana ge ment determine the freq uency a nd length of the meet

of the Committees ' and develop the Committees ' ag enda . Tagenda of the Committee meetings is shared with al l members of the Committee.

Cha irmans hip/Membership of Directors in Committees of the B oa rd of Directors o f the Co mpany as on J une 30, 2012:Cha irmans hip/Membership of Directors in Committees of the B oa rd of Directors o f the Co mpany as on J une 30, 2012:Cha irmans hip/Membership of Directors in Committees of the B oa rd of Directors o f the Co mpany as on J une 30, 2012:Cha irmans hip/Membership of Directors in Committees of the B oa rd of Directors o f the Co mpany as on J une 30, 2012:Cha irmans hip/Membership of Directors in Committees of the B oa rd of Directors o f the Co mpany as on J une 30, 2012:

S .S .S .S .S . DirectorDirectorDirectorDirectorDirector AuditAuditAuditAuditAudit Compensat ionCompensat ionCompensat ionCompensat ionCompensat ion Shareholders'Shareholders'Shareholders'Shareholders'Shareholders' NominationsNominationsNominationsNominationsNominations FinanceFinanceFinanceFinanceFinance Employees'Employees'Employees'Employees'Employees' Risk ManagemeRisk ManagemeRisk ManagemeRisk ManagemeRisk Manageme

No .No .No .No .No . CommitteeCommitteeCommitteeCommitteeCommittee CommitteeCommitteeCommitteeCommitteeCommittee CommitteeCommitteeCommitteeCommitteeCommittee CommitteeCommitteeCommitteeCommitteeCommittee CommitteeCommitteeCommitteeCommitteeCommittee stock optionstock optionstock optionstock optionstock option CommitteeCommitteeCommitteeCommitteeCommittee

committeecommitteecommitteecommitteecommittee

Executive DirectorsExecutive DirectorsExecutive DirectorsExecutive DirectorsExecutive Directors

1. Mr. S hiv Na da r N.A N.A Member C ha irma n Member Member N.A

2. Mr. Vineet Na ya r N.A N.A Member N.A.* N.A Member N.A

Independent Non Executive DirectorsIndependent Non Executive DirectorsIndependent Non Executive DirectorsIndependent Non Executive DirectorsIndependent Non Executive Directors

3. Mr. S ubroto B ha tta cha rya Member N.A Cha irma n N.A Member Member Member

4. Ms. Robin Abra ms Member Member^ N.A N.A N.A N.A Member

5. Mr. Ama l G a nguli C ha irma n** N.A N.A N.A C ha irma n N.A C ha irma n**

6. Mr. R. S riniva sa n N.A C ha irma n^ N.A Member* Member N.A N.A

7. Mr. Sudhinder Krishan Khanna N.A N.A N.A N.A N.A N.A N.A

Note 1: No s epa rate provision for the service o f notice period a nd pa yment of s everance fee by the e xecutive directors a t the time of their termina

Note 2: *Mr. Vineet Nayar ceased to be the member of the Committee and Mr. R. Srinivasan has been appointed as the member of the Commi

w.e. f. J uly 12, 2012.

Note 3: ^ Mr. R. S rinivasa n wa s a ppointed as a member of the Committee w.e.f November 03, 2011 and he has been elected as the chairman of

Co mmittee w .e.f. J uly 12, 2012. Ms. Ro bin Abrams continues as the member of the Co mmittee.

Note 4: **Mr. Ama l Ga nguli wa s a ppointed a s the Cha irman w .e.f. November 03, 2011.


6/2236

1.1.1.1.1. Audit CommitteeAudit CommitteeAudit CommitteeAudit CommitteeAudit Committee

The Audit Committee w as re-cons tituted during the yea rwhich co mprises of three Indepe ndent Directors, namely:

a) Mr. Amal Ga nguli (Chairman)b) Ms. Robin Abrams

c) Mr. Subroto Bhat tacharya

d) Mr. T. S. R. Subramanian (Chairman)*

* ceased to be the member w.e.f. November 2, 2011.

Th e Comp any Sec r e t a r y a c t s a s a S ec r e t a r y to th e

Committee.

Terms o f Referenc eTerms o f Referenc eTerms o f Referenc eTerms o f Referenc eTerms o f Referenc e

The c ons titution a nd te rms of reference o f the Audit Com mittee

meet all the requirements of Section 292A of the Companies

Act, 1956 as well as Clause 49 of the Listing Agreement.

The Terms o f Reference for the Audit Com mittee a re as under.

a )a )a )a )a ) Statutory AuditorsStatutory AuditorsStatutory AuditorsStatutory AuditorsStatutory Auditors

Recomme nd to the B oa rd the appointment, re-appointment

and if required, the replacement or removal of the Statutory

Auditors, fixation of audit fee a nd a lso a pprove pa yment forany o ther services rendered b y the sta tutory a uditors.

b )b )b )b )b ) Review independenc e o f sta tutory a uditorsReview independenc e o f sta tutory a uditorsReview independenc e o f sta tutory a uditorsReview independenc e o f sta tutory a uditorsReview independenc e o f sta tutory a uditors

In conne ction with rec omme nding the firm to be retained a s

the Company's Statutory Auditors, review the information

provided by the ma nag ement rela ting to the independenc e

of such firm, including, among other things, informationrela ting to the non-audit services provided and expected to

be provided by the S tatutory Auditors.

The C ommittee is a lso respo nsible for:

i) Actively enga ging in dialogue w ith the S tatutory Auditors

with respect to any disclosed relationship or servicesthat may impact the objectivity and independence of

the statutory auditors, and

ii) Recommending that the Boa rd takes appropriate ac tionin respons e to the S tatutory Auditors' Report to sa tisfy

itself of their independence.

c )c )c )c )c ) Review audit planReview audit planReview audit planReview audit planReview audit plan

Review with the Statutory Auditors their plans for, and thesc ope o f, their annual audit a nd other examinations.

d )d )d )d )d ) Conduct of auditConduct of auditConduct of auditConduct of auditConduct of audit

Discuss with the Statutory Auditors the matters required to

be discussed for the conduct of the audit.

e )e )e )e )e ) Review Audit ResultsReview Audit ResultsReview Audit ResultsReview Audit ResultsReview Audit Results

Review with the Statutory Auditors the proposed report on

the annual audit , areas of concern, the accompanyingma na ge ment letter, if any, the reports o f their review s o f the

Co mpany's interim financial sta tements, a nd the reports of

the results of suc h other examinations outside of the c ourseof the s tatutory auditors' norma l audit procedures tha t they

may from time to time undertake.

f)f)f)f)f) Review Financial S tatementsReview Financial StatementsReview Financial S tatementsReview Financial StatementsReview Financial S tatements

Review the Company's financial reporting process and the

disclosure of its financial information to ensure that the

financ ial sta tements a re ac curate, s ufficient and credible. TheAudit Committee reviews with appropriate officers of the

Company and the Statutory Auditors, the annual finan

sta tements of the Co mpa ny prior to sub miss ion to the Bo

or public release thereof, focusing primarily on:

a . Mat te rs r equ ired to b e in c lu ded in th e Direc to

Respo nsibility S tateme nt to be included in the B oa r

report in terms of clause (2AA) of Section 217 of

Companies Act, 1956;

b. Any changes in accounting policies a nd practices a

reas ons for the sa me.

c. Major ac counting entries ba sed on exercise of judgmby management.

d. Qualifica tions in draft audit report.

e. Significant a djustments made in the financial stateme

arising out of audit.

f. The going concern assumption.

g . Compliance with accounting s tandards .

h. C o m p lia n c e w it h s t o c k e xc h a n g e s a n d lereq uirements c oncerning financ ial s tateme nts.

i. Any related party transac tions i.e. transac tions of Company wi th i t s subsidiar ies , promoters or management, or their relatives, etc. that may haconflict with the interest of the C ompa ny a t large .

j. Contingent liabilit ies.k. Status of lit igations by or aga inst the Company.

l. Claims aga inst the Company and their effects on accounts.

g )g )g )g )g ) Review Quarterly Re sultsReview Quarterly Re sultsReview Quarterly Re sultsReview Quarterly Re sultsReview Quarterly Re sults

Reviewing w ith the ma na ge ment, the q uarterly/intefinancial statements before submission to the Board approval.

h)h)h)h)h) Review the performance of the Internal and ExterReview the performance of the Internal and ExterReview the performance of the Internal and ExterReview the performance of the Internal and ExterReview the performance of the Internal and Exter

AuditorsAuditorsAuditorsAuditorsAuditors

Review with the management the performance of sta tutory and internal auditors a nd a deq uac y of the inter

control systems.

i)i)i)i)i) Oversight RoleOversight RoleOversight RoleOversight RoleOversight Role

Oversight of the C ompa ny's financ ial reporting proces s athe disclosure of its financial information to ensure financial statement is correct, sufficient and credible.

j)j)j)j)j) Review policiesReview policiesReview policiesReview policiesReview policies

Review the Company's f inancial and r isk managempolicies.

k)k)k)k)k) Review internal a udit functionReview internal a udit functionReview internal a udit functionReview internal a udit functionReview internal a udit function

Review the adequacy of internal audit function, includthe structure of internal audit department, staffing aseniority of the official heading the department, reportstructure c overage a nd frequency of internal audit.

l)l)l)l)l) Review Internal Audit plansReview Internal Audit plansReview Internal Audit plansReview Internal Audit plansReview Internal Audit plans

Review with the senior internal auditing executives aappropriate members of the staff of the internal auditdepartment, the plans for and the scope of their ongoaudit activities.

m )m )m )m )m ) Review Internal Audit reportsReview Internal Audit reportsReview Internal Audit reportsReview Internal Audit reportsReview Internal Audit reports

Review with the senior internal auditing executive aappropriate members of the staff of the internal auditdepar tment the annual repor t o f the audi t ac t iv i t i


7/2237

examinations and results thereof of the internal auditingdepartment, any significant findings and follow up thereon.The Audit Comm ittee a lso review s the findings of a ny internalinvestiga tions b y the internal auditors into the ma tters w herethere is s uspe cte d fra ud o r irreg ula rity or a failure o f internalcontrol sys tem of a mate rial nature and reporting the ma tterto the Boa rd.

n)n)n)n)n) Review systems of internal accounting controlsReview systems of internal accounting controlsReview systems of internal accounting controlsReview systems of internal accounting controlsReview systems of internal accounting controls

Review with the statutory auditors, the senior internal

auditing executives and, i f and to the extent deemedappropriate by the Chairman of the Committee, members

of their respective staffs, the adequacy of the Company's

internal accounting controls, the Companys f inancial ,

auditing and accounting organizations and personnel and

the Company's policies and compliance procedures withrespect to business practices.

o )o )o )o )o ) Review reco mmenda tions of a uditorsReview reco mmenda tions of a uditorsReview reco mmenda tions of a uditorsReview reco mmenda tions of a uditorsReview reco mmenda tions of a uditors

Review with the senior internal auditing executive and the

appropriate members of the staff of the internal auditing

department, the recommendations made by the StatutoryAuditors and the senior internal auditing executive, as well

as such other matters, if any, as such persons or other

officers o f the Compa ny may des ire to bring to the a ttention

of the Co mmittee.

p )p )p )p )p ) Review the functioning of Whistle B low er P olicyReview the functioning of Whistle B low er P olicyReview the functioning of Whistle B low er P olicyReview the functioning of Whistle B low er P olicyReview the functioning of Whistle B low er P olicy

Updates to be sent to the Audit Committee in case of any

instances.

q )q )q )q )q ) Review other mattersReview other mattersReview other mattersReview other mattersReview other matters

Review such other matters in relation to the accounting,

auditing and financial reporting practices and procedures

of the Compa ny as the Committee ma y, in its o wn d isc retion,deem desirable in connection with the review functions

described above.

r)r)r)r)r) Reporting to Bo ardReporting to Bo ardReporting to Bo ardReporting to Bo ardReporting to Bo ardReport its a ctivities to the Bo ard in such manner and a t such

times, as it deems appropriate.

s )s )s )s )s ) InvestigationInvestigationInvestigationInvestigationInvestigation

The Audit Comm ittee ha s the a uthority to investiga te a ny

matter in relation to the items specified in Section 292A of

the Co mpa nies Act, 1956 or referred to it by the B oa rd a nd

for this purpose; i t has full access to the informationcontained in the records of the Company. It can also

investigate any activity within its term of reference. It has

the a uthority to look into the reas ons for sub sta ntia l de faults

in the payment to the depositors, debenture holders,

shareholders (for nonpayment of declared dividends) and

creditors, if any.

t )t )t )t )t ) Seek information /adviceSeek information /adviceSeek information /adviceSeek information /adviceSeek information /advice

The Audit Co mmittee c a n s eek information from a ny

employee and can obtain from outside any legal or other

profess ional advice . I t can a lso secure a t tendance o f

outs ide rs with releva nt experienc e, if it cons ide rs nece ss a ry.

u)u)u)u)u) Approval for appointment of Chief Financial OfficerApproval for appointment of Chief Financial OfficerApproval for appointment of Chief Financial OfficerApproval for appointment of Chief Financial OfficerApproval for appointment of Chief Financial Officer

Approva l of the a ppo intmen t of CFO (the w hole-time Financ e

Director or any other person heading the finance function)

a f t e r a s s e s s i n g t h e q u a l i f i c a t i o n s , e x p e r i e n c e a n d

ba ckground etc. of the ca ndida te.

v)v)v)v)v) Review the S tatement o f Uses and Applica tion of FunReview the S tatement o f Uses and Applica tion of FunReview the S tatement o f Uses and Applica tion of FunReview the S tatement o f Uses and Applica tion of FunReview the S tatement o f Uses and Applica tion of Fun

Reviewing, with the management, the statement of us

application of funds raised through an issue (public, rigpreferentia l iss ue etc.) the sta teme nt of funds utilized

purposes other than those stated in the offer docume

p r osp ec tu s/n o t ice a n d th e r ep or t su bm i t t ed b y

monitoring agency monitoring the utilization of proceeds

the public issue or rights issue, and making approprirecommendations to the Board to take steps in the mat

w )w )w )w )w ) Review of other InformationReview of other InformationReview of other InformationReview of other InformationReview of other Information

The Audit Co mmittee s ha ll mand a torily review the follow

information:

(a ) Man agem en t d iscu ss ion an d a n a lys is o f f in an c

cond ition a nd results of o peration.

(b) Sta tement o f s ignif ica nt re la ted par ty t ransa c t io

submitted by the manag ement.

(c ) Man a ge m en t le t t e r s/le t t e r s o f in te r n a l co n t

wea knesses iss ued by the statutory a uditors.

(d) In ternal audi t repor ts re la t ing to in ternal cont

weaknesses.(e) The appo intment, remova l a nd terms of remunerat

of the Chief Internal Auditor shall be subject to revi

of the Audit Committee.

x)x)x)x)x) Ba sis of Rela ted P arty Transa ctionsBa sis of Rela ted P arty Transa ctionsBa sis of Rela ted P arty Transa ctionsBa sis of Rela ted P arty Transa ctionsBa sis of Rela ted P arty Transa ctions

(a) The sta tement in summary form of trans ac tions w

related pa rties in the ordina ry c ourse of business shbe pla ced periodica lly b efore the aud it co mmittee.

(b) Deta ils o f material individua l trans ac tions w ith rela

parties, which a re not in the normal course of b usine

shall be placed before the audit committee.

(c) Deta ils o f material individua l trans ac tions w ith rela

parties or others, which are not on arms length ba

sha ll be plac ed before the audit committee tog ether wthe ma nag ement justifica tion for the sa me.

Explanation: The term Related P a rty Transa ctions sh

have the mea ning a s c ontained in the Acc ounting S tand

18, Related Pa rty Trans ac tions, iss ued b y the Institute

Cha rtered Acc ountants of India.

y )y)y )y)y ) To a ttend Annua l G ene ral Mee tingTo a ttend Annua l G ene ral Mee tingTo a ttend Annua l G ene ral Mee tingTo a ttend Annua l G ene ral Mee tingTo a ttend Annua l G ene ral Mee ting

The Ch a irma n of the Audit Com mittee sha ll a ttend the AnnG eneral Meetings o f the Com pa ny to provide a ny clarifica t

on matters relating to audit sought by the members of

Company.

S tatutory Auditors of the Co mpany sha ll be s pecial invit

to the Audit Committee meetings, wherein they participon d isc ussions relate d to the review of financ ial sta teme

of the Co mpany a nd a ny other matter tha t in the opinionthe statutory auditors needs to be brought to the notice

the Committee.

z )z )z )z )z ) Subsidiary CompaniesSubsidiary CompaniesSubsidiary CompaniesSubsidiary CompaniesSubsidiary Companies

The Audit Com mittee of the liste d ho lding c ompa ny sh

also review the f inancial statements, in particular

investments made by the unlisted subsidiary companie


8/2238

a a )a a )a a )a a )a a ) Annua l Review of the Terms o f Referenc e o f the AuditAnnua l Review of the Terms o f Referenc e o f the AuditAnnua l Review of the Terms o f Referenc e o f the AuditAnnua l Review of the Terms o f Referenc e o f the AuditAnnua l Review of the Terms o f Referenc e o f the Audit

CommitteeCommitteeCommitteeCommitteeCommittee

The C ommittee w ill review and reas ses s the a deq uacy

of the terms of reference of the Audit Committee annually,

and w here necess ary obtain the a ssistance of mana gement,th e G r ou p ' s ex te r n a l au d i to r s an d ex te r n a l l ega l

counsel.

Eight meetings of the Audit Committee were held during

the yea r, on the follow ing d ate s:

J uly 14, 2011

J uly 25, 2011

October 14, 2011

October 17, 2011

J anua ry 11, 2012

J anua ry 16, 2012

April 11, 2012

April 16, 2012

Attenda nce d eta ils o f eac h member a t the Audit Co mmittee

meetings held d uring the yea r ended J une 30, 2012 are a s

follows:

Name of theName of theName of theName of theName of the Pos i t ionPos i t ionPos i t ionPos i t ionPos i t ion Number ofNumber ofNumber ofNumber ofNumber of Number ofNumber ofNumber ofNumber ofNumber of

Commi t tee MemberCommi t tee MemberCommi t tee MemberCommi t tee MemberCommi t tee Member Meetings heldMeetings heldMeetings heldMeetings heldMeetings held Meet ings a t tendedMeet ings a t tendedMeet ings a t tendedMeet ings a t tendedMeet ings a t tended

Mr. Ama l G a ng uli Cha irma n 8 8

Ms. Robin Abra ms Member 8 8*

Mr. S ubroto Bha tta cha rya Member 8 8

Mr. T. S . R. S ubra ma nia n** Cha irma n 4 4

* includes five meetings attend ed through conference ca ll.

** cea sed to be the member w.e.f. November 02, 2011.

2.2.2.2.2. Compensation CommitteeCompensation CommitteeCompensation CommitteeCompensation CommitteeCompensation Committee

The C ompens ation Co mmittee w a s re-cons tituted d uring

the yea r which c onsists o f follow ing memb ers:a) Mr. R. Srinivasa n (Chairman)*

b) Ms. Robin Abrams^

c ) Mr. P . C . S en **

d) Mr. Ajai Chowd hry**

* Appointed as a memb er of the Committee w.e.f November

03, 2011 and he ha s been a ppointed as the Chairman of

the C ommittee w .e.f. J uly 12, 2012.

^ Cea sed to be the Chairperson of the Committee w.e.f.

J uly 12, 2012 and c ontinues a s the memb er of the

Committee.

**Ceased to be the member w.e.f. November 2, 2011.

Terms o f Referenc eTerms o f Referenc eTerms o f Referenc eTerms o f Referenc eTerms o f Referenc eThe Terms of Referenc e of the C ompe nsa tion C ommittee a re

as under:

a) Review a nd recommend to the Boa rd the remuneration

policy for the C ompa ny.

b) Review and approve/recommend the remuneration for

the C orporate Office rs or Whole-Time Direc tors of theCompany.

c) Approve inclusion of senior officers of the Company a s

Corporate Officers.

d) Approve promotions within the Corporate Officers.

e) Regularly review the Human Resource function of Company.

f) Approve grant of stock options to the employees an

or Directo rs o f the Compa ny and subs idiary compa nand per form such o ther funct ions and take su

dec isions a s are required under the various Employe

Stock Option Plans of the Company.

g) Discha rge s uch o ther funct ion(s) or exerc ise su

pow er(s) as may b e delega ted to the Co mmittee by

Board from time to time.

h) Make reports to the Boa rd a s a ppropriate.

i) R ev ie w a n d r ea s s e s s t he a d e q u a c y o f th is c h a r

periodically and recommend any proposed changes

the Board for approval from time to time.

Three meetings of the C ompens a tion C ommittee w ere h

during the yea r on the follow ing d a tes:

J uly 26, 2011

October 17, 2011

April 17, 2012

Apart from the physical meetings, 3 meetings were held conference call and based on the discussions, the resolutiowere pa ss ed b y circulation. These mee tings we re a ttended

all the members.

At tendance deta i l s o f each member a t the Compensat

Committee meetings held phys ica lly during the ye a r ended J u

30, 2012 are as follows:

Name of theName of theName of theName of theName of the Pos i t ionPos i t ionPos i t ionPos i t ionPos i t ion Number ofNumber ofNumber ofNumber ofNumber of Number ofNumber ofNumber ofNumber ofNumber of

Commi t tee MemberCommi t tee MemberCommi t tee MemberCommi t tee MemberCommi t tee Member Meetings heldMeetings heldMeetings heldMeetings heldMeetings held Meet ings a t tenMeet ings a t tenMeet ings a t tenMeet ings a t tenMeet ings a t ten

Ms. Robin Abra ms ^ Cha irpers on 3 3

Mr. R. S riniva sa n* C ha irma n 3 1

Mr. P . C . S en** Member 3 -

Mr. Aja i Chowdhry** Member 3 2

* Appointed a s a member of the Committee w.e.f November 03, 2011 an

has been elected as the Cha irman of the C ommittee w.e .f. July 12, 2012.

** Cea sed to be the membe rs' w.e.f. November 2, 2011.

^ Cea sed to be the C hairperson of the Committee w.e.f . J uly 12, 2012

continues as the member of the Committee.

Remuneration Policy and cr i ter ia of making paymentsRemuneration Policy and cr i ter ia of making paymentsRemuneration Policy and cr i ter ia of making paymentsRemuneration Policy and cr i ter ia of making paymentsRemuneration Policy and cr i ter ia of making payments

Executive a nd Non-Executive DirectorsExecutive a nd Non-Executive DirectorsExecutive a nd Non-Executive DirectorsExecutive a nd Non-Executive DirectorsExecutive a nd Non-Executive Directors

The remuneration policy o f the Com pa ny is a imed a t rew a rd

performance , ba se d on review o f achievements on a regular ba

and is in co nsona nce w ith the existing industry pra ctices.

The c riteria fo r ma king pa yments to Executive a nd Non-Execut

Directors of the Company are as under:

Executive Directors:Executive Directors:Executive Directors:Executive Directors:Executive Directors:The remuneration of the Exec utive Direc tors is reco mmend

by the Compensa tion Committee to the Boa rd a nd after appro

by the B oa rd the sa me is put up for the sha reholders a pproExecutive Directors do not receive any sitting fees for attend

the Board and Committee meetings.

The co mpos ition of the B oa rd co nsists o f two Exec utive Direct

viz. Mr. Shiv Na da r a nd Mr. Vineet Naya r. The remuneration p

to Mr. S hiv Na da r a nd Mr. Vineet Nay a r for the yea r end ed J u

30, 2012 from the Co mpa ny/sub sidiaries is a s und er:


9/2239

Remuneration to Mr. Shiv Nadar from the Company:

ParticularsParticularsParticularsParticularsParticulars ` /crores/crores/crores/crores/crores

S a la ry 3.75

Allow a nces a nd P erq uis ites 1.17

C ontribution to P rovident Fund 0.09

Tota lTota lTota lTota lTota l 5.015.015.015.015.01

In addition, Mr. Shiv Nadar received `4.83 Crores as sa la ry andperquis i tes f rom the subs idiar ies o f the Co mpa ny. The overa ll compensation is in accordance with the approval given by the Board

and S hareholders of the Company.

Remuneration to Mr. Vineet Nayar from the Company:

PPPPP articularsarticularsarticularsarticularsarticulars ` /crores/crores/crores/crores/crores

S a la ry 8.10

Allow a nces a nd P erq uis ites 0.03

C ontribution to P rovident Fund 0.30

Tota lTota lTota lTota lTota l 8.438.438.438.438.43

In addition, Mr. Vineet Nayar received `0.09 Crores as salary andperquisites from a subs idia ry of the Compa ny. The overall com pensa tionis in acc ordance w ith the approval given by the Bo ard a nd S hareholders

of the Company.

Mr. Vineet Naya r was also g ranted S tock Options o f the Compa ny.The deta ils o f the sa me a s o n J une 30, 2012 are as under:

Grant DateGrant DateGrant DateGrant DateGrant Date Number ofNumber ofNumber ofNumber ofNumber of Grant P riceGrant P riceGrant P riceGrant P riceGrant P rice Vesting Details #Vesting D etails #Vesting Details #Vesting D etails #Vesting De tails # OptionsOptionsOptionsOptionsOptions

OptionsOptionsOptionsOptionsOptions Per OptionPer OptionPer OptionPer OptionPer Option No. of optionsNo. of optionsNo. of optionsNo. of optionsNo. of options VestingVestingVestingVestingVesting ExercisedExercisedExercisedExercisedExercised

Gra n ted *Gra n ted *Gra n ted *Gra n ted *Gra n ted * ((((( ))))) Vested/Vested/Vested/Vested/Vested/ Da tesDa tesDa tesDa tesDa tes so f a rso f a rso f a rso f a rso f a r

to be vestedto be vestedto be vestedto be vestedto be vested

24-10-2005 7,50,000 8.00 2,50,000 01-J ul-08 2,50,000

2,50,000 01-J ul-09 2,50,000

2,50,000 01-J ul-10 2,50,000

24-08-2009 1,75,000 8.00 1,75,000 31-Aug-10 1,75,000

19-10-2010 12,50,000 8.00 2,50,000 01-J a n-12 2,50,000

2,50,000 01-J a n-13 Nil

2,50,000 01-J a n-14 Nil

2,50,000 01-J a n-15 Nil

2,50,000 01-J a n-16 Nil

* Each option entitles 4 eq uity sha res of fac e value of ` 2/- ea ch .

# The options a re exercisab le within 5 yea rs from the d ate of vesting.

Non-Executive DirNon-Executive DirNon-Executive DirNon-Executive DirNon-Executive Directors :ectors :ectors :ectors :ectors :

During the year, the Company paid sitting fees to its Non-Executive Directors for attending the meetings of the Board of

Directors, Audit Committee and Finance Committee of theCo mpany. The C ompa ny pa ys commission to its Non-ExecutiveDirectors a s app roved by the Bo ard within the limits a pprovedby the s hareholders of the C ompany. The a mount of suchco mmiss ion, ta ken toge ther for a ll Non-Exec utive Direc tors, d oesnot excee d 1% of the net profits o f the Compa ny in a financialyea r. The sa id c ommiss ion is d ecided ea ch yea r by the Bo ard ofDirectors and distributed amongst the Non-Executive Directorsbased on their attendance and contribution at the Board andcertain Committee meetings, as well as the t ime spent onoperational matters other than at meetings.

The sitting fees and comm iss ion pa id/ paya ble to the Non-Executive Directors for the year ende d J une 30, 2012 are a s under:

Name of the Di rectorName o f the Di rectorName of the Di rectorName o f the Di rectorName of the Di rector Si t t ing Fees for theSit t ing Fees for theSit t ing Fees for theSit t ing Fees for theSit t ing Fees for the Commiss ion for the yearCommiss ion for the yearCommiss ion for the yearCommiss ion for the yearCommiss ion for the year

year ended June 30, 2012year ended J une 30, 2012year ended June 30, 2012year ended J une 30, 2012year ended J une 30, 2012 ended June 30, 2012ended June 30, 2012ended June 30, 2012ended June 30, 2012ended J une 30, 2012` / l a cs/ l a cs/ l a cs/ l a cs/ l a c s `/ l a c s/ l a cs/ l a c s/ l a cs/ l a cs

Mr. Ama l G a nguli 3.80 27.00

Ms . Robin Abra ms 1.20 32.13

Mr. S ubroto Bha tta cha rya 4.00 25.00

Mr. R. S riniva sa n 1.00 22.00

Mr. S udhinder Krisha n

Kha nna * 0.40 13.75

Mr. T. S . R. S ubra ma nia n** 1.20 -

Mr. Aja i Chowdhry** 0.40 -

* a ppointed a s an Additiona l Director w.e .f. November 03, 2011.** cea sed to b e the Director w.e.f Novemb er 02, 2011.

There we re no other pecuniary relationships or tra nsa ctionsthe Non-Executive Directors vis--vis the Company.

3.3.3.3.3. Nominations CommitteeNominations CommitteeNominations CommitteeNominations CommitteeNominations Committee

The Nominations C ommittee c ons ists of the followmembers:

a) Mr. Shiv Nada r (Chairman)b) Mr. R. Srinivasan**c) Mr. Vineet Nayar**d) Mr. T. S. R. Subramanian*

** Mr. Vineet Naya r ceas ed to b e the membe r of the Co mmi

and Mr.R. Srinivasa n has been a ppointed a s the member of

Com mittee w .e.f. J uly 12, 2012.

* cea sed to be the member w.e.f. November 2, 2011.

Terms of Re ferenc e:Terms of Re ferenc e:Terms of Re ferenc e:Terms of Re ferenc e:Terms of Re ferenc e:

The Terms o f Reference o f Nominations Co mmittee a re as und

a) Su cc ess ion p lan n in g f o r ce r t a in key p os i t ion s i n Comp a ny viz. Chief Exec utive Office r (CEO), Chief Opera tOfficer (COO), C hief Fina nc ial Office r (CFO). The Comm itto identify, screen a nd review ca ndidates , inside or outsthe Company and provide i ts recommendations to Board.

b) Reviewing the Company's corporate G overnance guidelinperiodically and recommending such amendments to Board as it deems necessary.

c ) R e vie w a n d r ea s s e s s t he a d e q u a c y o f t his c h a rperiodically and recommend any proposed changes to Board for approval from time to time.

4.4.4.4.4. Risk Mana gement CommitteeRisk Mana gement CommitteeRisk Mana gement CommitteeRisk Mana gement CommitteeRisk Mana gement Committee

The Risk Mana ge ment Co mmittee cons ists of the followmembers:

a) Mr. Amal Ga nguli (Chairman)

b) Ms. Robin Abrams

c) Mr. Subroto Bhat tacharya

d) Mr. T. S. R. Subramanian *

*ceased to be the member w.e.f. November 2, 2011.


The Terms o f Reference o f the Risk Ma na ge ment C ommitare as under:

a) Ass ist the Bo ard in overseeing the responsibilit ies wregard to the identification, evaluation and mitigationoperational, strategic and external environmental risks.

b) Review a nd approve the Risk mana gement policy aassociated framework, processes and practices.

c) Ass ist the Board in taking appropriate meas ures to ac hiprudent balance between risk and reward in both ongoand new business activities.

d) Evaluating significa nt risk exposures including busin

continuity planning and disaster recovery planning.e) Asses sing manag ement's a c t ions in mit iga t ing the r

exposures in a timely manner.

f) Promote the Enterprise Risk Manag ement and to ensthat the risk manag ement proces s a nd culture a re embe ddin the Company.

g) Ass ist the Boa rd in maintenance a nd development osupportive culture, in relation to the management of riappropriately embedded through procedures, training alea dership a ctions so that a ll employees are a lert to the w iimpact on the whole organization of their actions adecisions.


10/2240

h) Maintaining a gg regated view on the risk prof ile of theCo mpa ny/ Industry in ad dition to the s olo and individua lrisk profile.

i) Ensure the implementation of the objectives as per the RiskManagement Policy and compliance with them.

j) Advise the Boa rd on Board's risk appetite, tolerance a ndstrategy.

k) R e vie w a n d re a s s e s s t he a d e q u a c y o f th is c h a r te rperiodically and recommend any proposed changes to theBoard for approval from time to time.

l) The Committee shall have ac cess to any internal informationnecessary to fulfill its oversight role. As and when requiredthe Co mmittee c an as sign tas ks to the Internal Auditor andRisk management team in the Company who will providetheir findings to the Committee.

5.5.5.5.5. Finance CommitteeFinance CommitteeFinance CommitteeFinance CommitteeFinance Committee

The Fina nce C ommittee co nsists o f the follow ing mem be rs:

a) Mr. Amal Ga nguli (Chairman)

b) Mr. Subroto Bhat tacharya

c ) Mr. S hiv Na d a r

d) Mr. R. Srin ivasa n


The Terms o f Reference o f the Fina nce Co mmittee a re as under:

a) To review a nd approve the capital structure plans a ndspecific equity and debt financings and recommend thesame for approval to the Board.

b) To rev iew a n d ap p rov e the an n ua l budge t s a n d o therfinanc ial estimates and provide its reco mmenda tions to theBoard.

c) To review the actual performance of the Compa ny aga instthe budgets.

d) To review and a pprove the capital expenditure plans andspecific capital projects and recommend the same to theBoard for approval.

e) To evaluate the performance of a nd returns on approvedcapital expenditure.

f) To consider and a pprove the proposa l which involves

funding assets on operating and /or financial lease in thenormal course of business.g ) To re v ie w a n d a p p r o ve t h e pro p o s a ls f o r m e rg e r s ,

acqu i s i t i on s an d d i v es t i tu r es an d p r ov i de i t srecommendations to the Board.

h) To evaluate the performance of ac quisitions.i) To consider and a pprove the proposa ls for fresh investments

by w a y of infusion of ca pital and/or providing o f loa n andany further investments (by capital /loan) in wholly ownedsubs idiaries / branches and providing a ny guarantees forfunding the same.

j) To evaluate the performance of s ubsidiaries /J Vs /branches.k) To plan a nd strateg ize for manag ing the foreign exchange

expos ure - The C ommittee to a pprove the hed ging po licyand monitor its performance.

l) To a p p r o v e th e in v e s t m e n t p o lic y a n d r e v ie w t h eperformance thereof.

m) To recommend dividend policy to the Boa rd.n) To review a nd approve the insurance c overag e and program

for the Company.o) To consider and a pprove the guarantees /bonds provided

by the Company ei ther di rec t ly or through banks inconnection with the Company's business.

p) To approve opening / closing o f bank ac counts o f theCompany and change in signatories for operating the bankaccounts.

q ) To perform any other activities or respons ibilities as signed tothe Co mmittee b y the B oa rd o f Directors from time to time.

r) To delega te authorities from time to time to the ExecutivAuthorised persons to implement the decisions of Committee within the powers authorised above.

During the year under review, the Committee met 6 times.

6.6.6.6.6. Shareholders' CommitteeShareholders' CommitteeShareholders' CommitteeShareholders' CommitteeShareholders' Committee

The Sha reholde rs' Committee wa s re-cons tituted during yea r which c onsists o f the follow ing memb ers:

a) Mr. Subroto Bhatta charya (Chairman)**

b) Mr. Sh iv Nadar

c) Mr. Vineet Nayar*d) Mr. T. S. R. Subrama nian (Cha irman)**

e) Mr. Ajai Chowdhry**

* a ppointed as a m ember of the Co mmittee w .e.f November 3, 20

** Mr. T.S .R. Subrama nian c ea sed to b e the memb er w.November 2, 2011 &Mr. Subroto Bhattacharya was appoinas the Chariman w.e.f. November 3, 2011.

Mr. Manish Anand , Co mpa ny S ecreta ry is the C omplia nce Offof the Company.


The S hareholders C ommittee ha s bee n formed to undertthe following activities:

a) To review a nd take all necess ary actions for redressainvestors' grievanc es a nd c ompla ints a s ma y be req uirethe interest of the investors.

b) To a pprove requests of rematerialisa tion of shares, issua nof split a nd d uplica te s hare c ertifica tes.

The d eta ils relating to the numb er of sha reholde rs' co mplaireceived and resolved and number of pending transfers hbeen provided in the shareholders information section.


7.7.7.7.7. Employees' Stock Option Allotment CommitteeEmployees' Stock Option Allotment CommitteeEmployees' Stock Option Allotment CommitteeEmployees' Stock Option Allotment CommitteeEmployees' Stock Option Allotment Committee

The Employees ' S toc k Option Allotment Co mmittee co nsof following members:

a ) Mr. S hiv Na d a rb) Mr. Vineet Nayarc) Mr. Subroto Bhat tacharyad) Mr. T. S. R. Subramanian*e) Mr. Anil Chanana

*Ceased to be the member w.e.f. November 2, 2011.

This C ommittee has bee n formed to a llot s hares to the employwho have e xercised their stock options under the S tock OptPlans of the Compa ny.


Succession PlanningSuccession PlanningSuccession PlanningSuccession PlanningSuccession Planning

Suc ces sion planning for certain key positions in the C ompaviz. C hief Executive Officer (CEO), C hief Opera ting Officer (COand Chief Financial Officer (CFO) is part of the charter of Nomina tions Co mmittee o f the C ompa ny. The C ommittee s

identify, screen and review candidates, inside or outside Company and provide its recommendations to the Board.

Independence of Statutory AuditorsIndependence of Statutory AuditorsIndependence of Statutory AuditorsIndependence of Statutory AuditorsIndependence of Statutory Auditors

The Bo ard ens ures tha t the sta tutory a uditors of the Compaare independent and have arm's length relationship with Company.

Materially significant related party transactionsMaterially significant related party transactionsMaterially significant related party transactionsMaterially significant related party transactionsMaterially significant related party transactions

There ha ve b een no ma ter ia lly s igni f ica nt re la ted patransactions, monetary transactions or relationships betwethe Company and i ts directors, management, subsidiaryrelatives, exc ept for those disclosed in the financ ial sta temefor the yea r ended J une 30, 2012.


11/2241

Code of Business Eth ics and ConductCode of Business Eth ics and ConductCode of Business Eth ics and ConductCode of Business Eth ics and ConductCode of Business Eth ics and Conduct

The Boa rd has presc ribed a C ode of Conduc t that provides fortra nspa rency, b eha vioral conduct, a gend er friendly workplac e,legal compliance and protection of Company's property andinformation. During the year, the said code was revised toincrease its scope and applicability and now titled as Code ofBusiness Ethics a nd C onduct (Co de). The co de covers a llemployees, Directors, third party vendors, consultants andcusto mers ac ross the wo rld. The cod e is a lso po sted on theweb site of the Company.

All Board members and senior management personnel haveconfirmed compliance with the Code for the year 2011-12. Ade claration to this effect s igne d by the C hairma n &Chief Strateg yOfficer and Vice-Chairman &CEO of the Company is providedelsewhere in this Report.

Co de for Prevention of Insider Trad ing:Co de for Prevention of Insider Trad ing:Co de for Prevention of Insider Trad ing:Co de for Prevention of Insider Trad ing:Co de for Prevention of Insider Trad ing:

The Co mpa ny has co mprehens ive guidelines o n prevention ofins ider trad ing in line w ith the S EB I (P rohibition of Insider Trad ing)Reg ula tions , 1992. The C od e for prevention of Insider Trad inginter-a lia prohibits purcha se /sa le of sha res of the Comp a ny byemployee s/direc tors w hile in poss es sion of unpublishe d pricese nsitive information in rela tion to the Co mpa ny. The C ompa nywithin two working days of receipt of the information under the

Initial and Continual disclosures from Directors shall disclosethe same to all the Stock Exchanges, where the shares of theCompany are listed.

Anti-B ribe ry Po licy a nd Anti C orruption P olicyAnti-B ribe ry Po licy a nd Anti C orruption P olicyAnti-B ribe ry Po licy a nd Anti C orruption P olicyAnti-B ribe ry Po licy a nd Anti C orruption P olicyAnti-B ribe ry Po licy a nd Anti C orruption P olicy

To ens ure the C ompa ny's po licy for cond ucting its bus inessactivities with honesty, integrity and highest possible ethicalstandards and company's commitment towards prevention,deterrence and detection of fraud, bribery and other corruptbus iness practices , the Compa ny has introd uced a nd Anti Briberyan Anti Corruption Policy that applies to the employees at alllevels , d i rec tors , consul tants , agents and o ther personsas so ciated with the Co mpany, its affiliate s and subs idiaries . Thispolicy covers matters relating to hospitality, offset obligations,employment of relatives, guidance on gifts, political/charitable

co ntributions, extortion/blac kmail respo nse s etc . The sa me hasbeen available on our website www.hcltech.com.

Sexual Harassment PolicySexual Harassment PolicySexual Harassment PolicySexual Harassment PolicySexual Harassment Policy

In order to ensure an addi t ional avai lable mode for theemployees , under the Sexual Harass ment P olicy, to voice theirconc ern and b ring it to the organization's no tice, a mecha nismis in place for employees to report any issues, abuse, etc. to aCo uncil formed for this purpos e. Any employee diss a tisfied w iththe decision has a direct a cces s to the CEO of the Company.

Whistle Blower PolicyWhistle Blower PolicyWhistle Blower PolicyWhistle Blower PolicyWhistle Blower Policy

The principles of Trust through trans pa rency a nd a cc ounta bare a t the co re of the C ompa ny's existence. To ens ure s tcom p l i an ce w i th e th i ca l an d l ega l s t an dar ds ac r oss tCompany, the Whistleblower policy is in place to provappropriate avenues to the employees, contractors, clienvendors, internal or external auditors, law enforcemenregula tory ag enc ies o r other third parties to bring to the a ttentof the management any issues which are perceived to beviolation or in conflict w ith the funda menta l business princip

of the Company. All cases registered under the Whistle BloPolicy of the Company are reported to the Ethics Commitand the mecha nism s hall be review ed by the Audit Committ

Co rpora te G overnanc e Voluntarily G uide lines 2009Co rpora te G overnanc e Voluntarily G uide lines 2009Co rpora te G overnanc e Voluntarily G uide lines 2009Co rpora te G overnanc e Voluntarily G uide lines 2009Co rpora te G overnanc e Voluntarily G uide lines 2009

Ministry of C orporate Affairs, G overnment of India ha d p ublishthe C orporate G overnanc e Volunta rily G uide lines 2009 whichrec ommend ato ry in nature . These guidel ines have b epublished keeping in view the objective of encouraging the uof better practices through voluntary adoption, which not oserve as a benchmark for the corporate sector but also hthem in ac hieving the highes t sta nda rd o f corporate governanThe Corporate s ecto r has be en ad vise d to voluntarily ad opt thguidel ines wi th the object ive o f using bet ter corporgovernance practices which the Ministry believes will enabthe Indian corporate sector to enhance not only the economvalue of the Company but also the value for every shareholwho ha s contributed in the succes s of the Compa ny. Thguidelines broadly focus on the areas like Board of Directoresponsibilities of the Board, audit committee functions, roand res ponsibilities, appo intment of a uditors, C omplianc es aa mec hanism for Whistle B low er support. The C ompa nyalready majorly in compliance with these guidelines.

O bser v an ce o f th e Sec r e t a r i a l S t an dar ds i s su ed by O bser v an ce o f th e Sec r e t a r i a l S t an dar ds i s su ed by tO bser v an ce o f th e Sec r e t a r i a l S t an dar ds i s su ed by O bser v an ce o f th e Sec r e t a r i a l S t an dar ds i s su ed by tO bser v an ce o f th e Sec r e t a r i a l S t an dar ds i s su ed by Institute of Company Secretaries of IndiaInstitute of Company Secretaries of IndiaInstitute of Company Secretaries of IndiaInstitute of Company Secretaries of IndiaInstitute of Company Secretaries of India

The Institute o f Co mpa ny S ec retaries of India (ICS I), one of premier professional bodies in India, has issued secretastandards on important aspects like board meetings, genemeetings, payment of dividend, maintenance of registers arecords, minutes of meetings, transmission of shares adebentures, passing of resolution by circulation, affixingcommo n se a l, forfeiture o f sha res and boa rd's report. Althouthese standards are optional in nature, the Company howesubs tantially a dheres to the sta nda rds voluntarily.

Ge neral Bod y MeetingsGe neral Bod y MeetingsGe neral Bod y MeetingsGe neral Bod y MeetingsGe neral Bod y Meetings

The loca tion a nd time of the G eneral Meetings held during preceding 3 years are as follows:

YearYearYearYearYear D ateD ateD ateD ateD ate VenueVenueVenueVenueVenue TimeTimeTimeTimeTime Spec ial Res olutionSpec ial Res olutionSpec ial Res olutionSpec ial Res olutionSpec ial Res olution

Annual General MeetingsAnnual General MeetingsAnnual General MeetingsAnnual General MeetingsAnnual General Meetings

2008-2009 D ec e mb er 8, 2009 FIC C I Aud it orium , 11. 00 A. M. Ap pro va l u/s 198, 269, 309, a nd a ll o th er a p plic a b le pro vis io

Federa tion House, of the C ompa nies Act, 1956, (Act) rea d w ith S chedule XIII Ta ns en Ma rg , New Delhi. the sa id Ac t, to re-a ppo int Mr. Shiv Na da r, Cha irma n & Ch

Strate gy Officer as Manag ing Directo r of the Compa ny for a perio

of 5 years w.e.f. September 13, 2009 with the designation

Chairman &Chief Strategy Officer or such other designation

the Bo ard/Compens ation Co mmittee ma y d ecide from time

time.

2009-2010 October 28, 2010 FICC I Auditorium, 11.00 A.M.

Federation House,

Ta nse n Marg, New Delhi.

2010-2011 November 02, 2011 Air Force Auditorium, 3.00 P .M.

Subroto Park, New Delhi


12/2242

Details of Resolution passed by way of Postal Ballot :Detai ls of Resolution passed by way of Postal Ballot :Detai ls of Resolution passed by way of Postal Ballot :Detai ls of Resolution passed by way of Postal Ballot :Detai ls of Resolution passed by way of Postal Ballot :

During the yea r ended J une 30, 2012, pursua nt to S ection 192A

of the Co mpanies Act, 1956 rea d w ith the Compa nies (Pa ss ing

of the Resolution by Postal Ballot) Rules, 2011, shareholders ofthe Compa ny have approved the reso lutions by mea ns of posta l

ba llot, the d etails of which are a s unde r:

1. Spec ial Resolution for seeking shareholders' approval for

increasing the total shareholding of Foreign Institutional

Investors (FIIs) from 24% upto the sectoral cap (49% or

74% as the case may be applicable) in the Company.

2 . Ordinary Resolut ion for the terms of remunerat ion o fMr. S hiv Nad ar a s the Manag ing Director of the Co mpany

for a period of 5 years w.e.f. February 01, 2012.

Detai ls o f the person w ho co nducted posta l ba llot exercise:Detai ls o f the person w ho co nducted posta l ba llot exercise:Detai ls o f the person w ho co nducted posta l ba llot exercise:Detai ls o f the person w ho co nducted posta l ba llot exercise:Detai ls o f the person w ho co nducted posta l ba llot exercise:

During the ye ar ende d J une 30, 2012, pos tal ba llot exercise wa s

conducted and Mr. Nityanand Singh, Practising Company

S ec retary wa s a ppointed a s a sc rutinizer for the sa me. The results

of the pos tal ba llot w ere announced on May 31, 2012.

Summary of the results of the postal ballot of the Company on

May 31, 2012 is as follows:

Res olution 1:Res olution 1:Res olution 1:Res olution 1:Res olution 1:

S .S .S .S .S . P a rtic ula rsParticularsParticularsParticularsP a rtic ula rs Deta ilsDetailsDetailsDetailsDetails

No .No .No .No .No .

(a) Tota l Pos ta l Ba llo t Forms rece ive dTota l Pos tal Ba llot Forms receivedTotal P osta l Ba llot Forms receivedTota l Pos tal Ba llot Forms receivedTota l Pos tal B allot Forms received

No. of P osta l Ba llot Forms 1,276

No. of Votes exercised 49,78,36,360(b) Invalid Po sta l Ballot FormsInvalid Po sta l Ballot FormsInvalid Po sta l Ballot FormsInvalid Po sta l Ballot FormsInvalid Po sta l Ballot Forms

No. of Inva lid P osta l Ba llot Forms 80

No. of Inva lid Votes 12,992

(c) Valid P osta l Ballot FormsValid P osta l Ba llot FormsValid P osta l Ballot FormsValid P osta l Ba llot FormsValid P osta l Ballot Forms

- No. of Va lid P osta l Ba llot Forms 1,196

- No. of Va lid Votes 49,78,23,368

- No. of votes exercis ed 49,70,89,741(d) Votes in favour of the ResolutionVotes in favour of the ResolutionVotes in favour of the ResolutionVotes in favour of the ResolutionVotes in favour of the Resolution

- No. of P osta l Ba llot Forms 1,170

- No. of Votes in fa vour of the resolution 49,70,78,340- P erc enta ge o f Vo tes in fa vo ur o f the res olutio n 99.998%

(e) Votes against the ResolutionVotes against the ResolutionVotes against the ResolutionVotes against the ResolutionVotes against the Resolution

- No. of P osta l Ba llot Forms 26- No. of Votes ca s t a ga ins t the resolution 11,401

- P ercenta ge of votes a ga ins t the resolution 0.002%

Res olution 2:Res olution 2:Res olution 2:Res olution 2:Res olution 2:

corporate governance report-2012

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