Familiarization Program for Independent Directors

The Securities and Exchange Board of India (SEBI) had issued a Circular dated June 16, 2015 specifying the requirements for the SEBI (Share Based Employee Benefits) Regulations, 2014 (the ‘Regulation’) notified on October 28, 2014.

Accordingly, the Company was required to make necessary changes in its existing Trust Deed of ESOP Trust.

Mr. Atre presented to the Board the list of changes proposed to be made in the Trust Deed such as:

• Mentioning of Dissolution Clause
• Details of Schemes administered
• Available sources of funds
• Duties of Trustees, etc.

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

The Securities and Exchange Board of India (SEBI) had issued a Notification dated January 15, 2015 announcing the revised SEBI (Prohibition of Insider Trading) Regulations, 2015 (the ‘new Regulations’). The new Regulations will be effective from May 15, 2015 in place of the earlier SEBI (Prohibition of Insider Trading) Regulations, 1992.

Accordingly, the Company was required to adopt the revised Code of Conduct for Prevention of Insider Trading.

Therefore, Mr. Amit Atre, Company Secretary presented to the Board the Executive Summary of the changes brought in by the new Regulations where touchbased on certain important provisions including but not limited to the following:

• Exhaustive nature of terminologies such as Connected Person, Designated Person, Immediate Relatives, etc.
• Newly introduced term Trading Plan,
• Disclosure Requirements
• Change in the period of Re-opening of Trading Window
• Pre-clearance Approval

Official Website to contain a Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information

Highlights of the newly introduced Companies Act, 2013
The President of India assented to the Companies Bill on August 29, 2013 and the Bill was being called as the Companies Act, 2013.

Therefore, upon request, Mr. Paul Alvares, Partner, M/s. S. R. Batliboi & Co. LLP, the then Joint Statutory Auditors made a presentation on the newly introduced Companies Act, 2013 and its main provisions related to the Company.

During his presentation, he touchbased on the following important provisions of the Companies Act, 2013:

• Applicability
• Control & Consolidation
• Dividend & Depreciation
• Directors – Woman Director and Independent Directors
• Directors – Meetings, Duties, Directorships & Report
• Key Management Personnel
• Rules on CSR introduced which would require the listed companies above a certain size to contribute 2% of average profit before tax for 3 years towards CSR activities
• Loans, Guarantees and Investments
• Audit and Auditors

The presentation ended with the question and answer session.

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

The Management had arranged a session by M/s. Deloitte Haskins & Sells LLP, Joint Statutory Auditors. The session was to highlight the provisions with respect to Directors’ changing roles and responsibilities under the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement which was effective from October 1, 2014.

Mr. Hemant Joshi, Partner, M/s. Deloitte Haskins & Sells LLP made a presentation to the Board of Directors. The highlights of the presentation were as under:

• Verbatim requirements of Directors’ Responsibility statements – with emphasis on the internal financial controls, Class action suit provisions
• Governance requirements – Audit Committee responsibilities – performance evaluation criteria were discussed. Further, the international practices for UK and US were shared.
• Directors’ Responsibilities – vigil mechanism – where it was suggested to take legal opinion as regards workability / mechanism of whistleblower.
• Overview of changes in accounting and auditors related provisions.

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.

Presentation on the implications of the Union Budget on the Investment Policy of the Company

The Union Budget of India was declared on July 10, 2014 and was approved by the Parliament of India on July 17, 2014 without any changes.

Considering the changes brought in by the Union Budget with respect to taxation of debt funds, Mr. Rohit Kamat, Chief Financial Officer of the Company made presentation to the Audit Committee of the Board of Directors of the Company on the implications of the Union Budget on the Company’s Investment Policy.

The highlights of the presentation were as follows:

• Changes in taxation of income by way of dividend and long term capital gain on investment in debt mutual funds
• New avenues available for investment by corporates
• Suggested changes to the Company’s Investment Policy

The presentation ended with question-answer session. The Company reviewed its Investment Policy in vogue after the above discussion and the Investment Policy has also been changed to match the revision in the investment with respect to the Union Budget for FY 2014-15.

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

The revised Listing Agreement has compelled the Listed Companies to provide e-Voting facility to its shareholders for all the resolutions proposed in General Meeting or through Postal Ballot.The sole intention of the said provision is to encourage the active and larger participation of the shareholders.

Accordingly, Mr. Amit Atre, Company Secretary sent an e-mail to the Board of Directors explaining them the e-Voting mechanism prior to approval of the AGM Notice.

In the mail, he also explained the Board that due to this facility the investors’ response has grown and there has been active participation in the voting process of proposed resolutions. The Board of Directors was happy to know the awareness among the shareholders and that the Government was implementing / recommending the means to reach the investors through technological advancements.

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

Majority of the provisions of the Companies Act, 2013 became applicable to the Company w.e.f. April 1, 2014.

To help the Board of Directors to understand the action items under the new applicable provisions, Mr. Amit Atre, Company Secretary had presented to the Board a list of applicable sections under the Companies Act, 2013 and action items thereunder on the Company.

The said list comprised of the following:

• List of applicable sections where immediate action by the Management / Board is required
• List of applicable sections where no action is required by the Management / Board
• List of non-applicable sections where no action is required by the Management / Board