Other Disclosures

Familiarization Program for the Board of 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:
Familiarization Program for the Board of Directors

Terms and Conditions for Appointment of Independent Directors

Schedule IV to the Companies Act, 2013 provides for the ‘Code for Independent Directors’. The appointment process of Independent Directors is independent of the company management. During the selection process, the Board ensures that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

The appointment of Independent Director(s) of the Company is approved at the meeting of the shareholders. The Board always ensures that the Independent Director proposed to be appointed fulfils the conditions specified in the Act and the Rules made thereunder and that the proposed director is independent of the management and a statement to that effect is included in the explanatory statement attached to the notice of the meeting.

The terms and conditions for the appointment of the Independent Director are elaborated in the link below:
Terms and Conditions for Appointment of Independent Directors

Code of Fair Disclosure

In terms of Regulation 8(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company is committed to follow the principles of Fair Disclosures for purposes of Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as specified in Schedule A of the said Regulation for prevention of insider trading and prompt dissemination of Price Sensitive Information.

The Code of Practices for Fair Disclosure of Unpublished Price Sensitive Information for the Prevention of Insider Trading as applicable to Persistent Systems Limited (“Company”) is elaborated in the link below:
Code of Fair Disclosure

Policy for determination of materiality of event / information

In terms of Reg. 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy is framed for determination of materiality of event / information.

The Policy for determination of materiality of event / information of the Company is elaborated in the link below:
Policy for determination of materiality of event / information

Dividend Distribution Policy

In terms of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company is required to mention the criteria for the dividend distribution which help investors to get a clear picture on returns from their investment in the Company.

The Policy on Dividend Distribution of the Company is elaborated in the link below:
Dividend Distribution Policy

Record Management Policy

In terms of Reg. 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed the Record Management Policy.

The Policy is elaborated in the link below:
Record Management Policy

Disclosures of transactions of Promoters / Promoter Group in Company’s shares

In terms of the SEBI Circular No. CFD/DCR/CIR/2016/139 dated December 21, 2016, please find below the link of the ‘BSE Limited’ disseminating the disclosures made by the Company informing the transactions of Promoters / Promoter Group in Company’s shares:
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Annexure C – ESOP Details – Annual Report 2017-18

Details of Options granted to employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year:
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