Notice is hereby given that the 21th Annual General Meeting of the Members of Birlasoft (India) Limited will be held on Friday, June 24, 2016 at 11.00 am at the Registered Office of the Company at 8th Floor, Birla Tower, 25 Barakhamba Road, New Delhi-110001 to transact the following business:

Ordinary Business:

  1. To receive, consider and adopt the Audited standalone Balance Sheet of the Company as at March 31, 2016 and the Statement of Profit and Loss for the year ended on that date together with the Report(s) of the Auditors’ and Directors’ thereon.
  2. To receive, consider and adopt the Audited Consolidated Balance Sheet of the Company as at March 31, 2016 and Consolidated Statement of Profit and Loss Account for the year ended on that date together with the Report of the Auditors’ thereon.
  3. To declare dividend on equity shares.
  4. To appoint a Director in place of Mr. C.K. Birla having Director Identification Number 00118473 who retires by rotation and, being eligible, offers himself for re-appointment.
  5. To appoint a Director in place of Mr. A.S. Narayanan having Director Identification Number 00385632, who retires by rotation and, being eligible, offers himself for re-appointment.
  6. To ratify the re-appointment of Auditors, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants having Firm Registration No. 101049W who were appointed as Statutory Auditors of the Company from the conclusion of 19th Annual General Meeting until the conclusion of 22nd Annual General Meeting of the Company (for financial years 2014-15, 2015-16 and 2016-17) and pass the following ordinary resolution with or without modification:

“RESOLVED THAT pursuant to the provisions of Section 139 read with applicable provisions of the Companies Act 2013 and the Rules made thereunder and read with the resolution passed by the Members of the Company in the 19th Annual General Meeting of the Company for appointment of Statutory Auditors from the conclusion of 19th Annual General Meeting until the conclusion of 22nd Annual General Meeting of the Company, the re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants having Firm Registration No. 101049W for the Financial year 2016-2017 as Statutory Auditors of the Company be and is hereby ratified and that the Board of Directors be and are hereby authorised to fix their remuneration”.

Special Business:

7. Alteration in Articles of Association of the Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

(i) New sub paragraph (d) in Article 27:

(d) Non Executive Directors of the Company may be paid remuneration by way of commission upto 1% of the net profit of the Company computed in the manner laid down in section 198 of the Companies Act 2013, provided always that (i) the quantum of commission and proportion and manner of division thereof among the Directors shall be determined by the Board and (ii) the managerial remuneration payable to all the directors including Managing Director, Whole time Director and Manager shall not exceed 11% of the net profit of the Company for that financial year.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby severally authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.

8. Approval for payment of Commission to Non Executive Directors of Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of the earlier resolution passed in the Extra Ordinary General Meeting of the members of the Company held on October 20, 2015 and pursuant to the applicable provisions of the Companies Act 2013 and the rules made thereunder read with the Articles of Association of the Company and based on the recommendations of the Board and Nomination and Remuneration Committee made in its meeting held on April 28, 2016, the Company hereby approves commencement of payment of remuneration to Non Executive Directors of the Company by way of commission from the financial year ending 31st March 2017 onwards, upto 1% of the net profit of the Company computed in the manner laid down in Section 198 of the Companies Act 2013, provided always that the quantum of commission to be paid to the non-executive directors and the manner of its apportionment among the Non Executive Directors shall be determined by the Board.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby severally authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.

9. Approval for increase in remuneration of Mr. Anjan Lahiri, in respect of the office or place of profit held by him in Birlasoft Inc. USA (Subsidiary of the Company)

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 177, 188 and 203 read with other applicable provisions of the Companies Act 2013 and the rules made thereunder and read with other applicable laws, and based on the recommendation of Nomination and Remuneration Committee, and, approval accorded by the Audit Committee and Board in their respective Meetings held on April 28, 2016, and subject to the requisite approvals, if any, the consent of the Company be and is hereby accorded for increase in remuneration of Mr. Anjan Lahiri, Managing Director and Chief Executive Officer of the Company, to $ 8,66,410 (Cost to Company) (with fixed and variable remuneration amounting to $ 6,06,487 and $ 2,59,923 with effect from July 01, 2016, in respect of the office or place of profit held by him, in the capacity of Director and Chief Executive Officer in Company’s Subsidiary viz; Birlasoft Inc. USA with other terms and conditions of his appointment as approved by the shareholders of the Company in the Annual General Meeting held on June 23,2015, remaining unchanged

RESOLVED FURTHER THAT all Directors and Company Secretary be and is hereby severally authorized to file necessary forms with Ministry of Corporate Affairs and to do all such acts, deeds and things as may be required for carrying out the purposes of this resolution”.

10. Change in compensation of Mr. Sonam Sarin, Company Secretary (Key Managerial Personnel) of the Company

To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT based on the recommendation of the Board, Audit Committee and Nomination and Remuneration Committee at their respective meetings held on April 28, 2016, the Company hereby approves the increase in remuneration of Mr. Sonam Sarin to Rs. 32,39,136/- (Rupees Thirty Two Lacs Thirty Nine Thousand One Hundred and Thirty Six Only) per annum (cost to company) with effect from July 01, 2016.

For and on behalf of the Board

For Birlasoft (India) Ltd

Date: April 28, 2016

Place: New Delhi

Sonam Sarin

Company Secretary

ACS No. 17927

H-9, Sector 63, Noida - 201306

Notes:

  • A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The proxy form in order to be effective must be deposited with the Company not less than 48 hours before the time fixed for commencement of the Meeting.
  • Corporate Members intending to send their authorised representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Annual General Meeting.
  • During the year, your Directors declared and distributed an Interim Dividend @ 17.5 % of the paid-up value of share capital of the Company i.e. dividend of Rs. 1.75 per share on fully paid up 31,354,800 Equity shares of Rs. 10 each, aggregating to Rs. 54,870,900/- and deposited dividend distribution tax on the same amounting to Rs. 11,170,424/- (rounded off to the nearest rupee).
  • Your Directors recommend a final dividend @ 20% of the paid up value of share capital of the Company i.e. a dividend of Rs. 2 per fully paid up Equity shares of Rs. 10 each on 31,354,800 Equity shares of the Company aggregating to Rs. 62,709,600/-. Upon distribution of dividend, the Company will be paying a dividend distribution tax at applicable rates.
  • Therefore, the total dividend for the year 2015-2016 recommended is 37.5% of the paid up value of share capital of the Company i.e. a dividend of Rs. 3.75 per fully paid up Equity shares of Rs. 10 each on 31,354,800 Equity shares of the Company aggregating to Rs. 117,580,500/-.
  • The total outgo on account of dividend, including dividend distribution tax, aggregates to Rs.141,517,123/-.
  • In respect of shares held in electronic form, the dividend will be payable on the basis of beneficial ownership as per the details furnished to us by National Securities Depository Limited for this purpose.
  • H. Members are requested to immediately notify the Company at its registered office in case of change in their address/ change in bank details. In case, shares are held in electronic form, instructions regarding change in address/ change in bank details may be given to their respective depository participants only.
  • The Company is extending ECS/ NEFT/ NEFT facility for the receipt of dividend. In case you wish to avail the receipt of dividend through any other mode, please notify the Company/Depository Participant as the case may be, before/upto the date of Annual General Meeting.
  • As per the provisions of the Companies Act 2013, facility for making nominations is available to individuals holding shares in the Company. The prescribed nomination form can be obtained from the Company’s Registered Office.
  • The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the ensuing Annual General Meeting of the Company.
  • The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act 2013 will be available for inspection by the Members at the ensuing Annual General Meeting of the Company.
  • A Copy of all the documents referred to in the Notice and accompanying Explanatory Statement is open for inspection at the registered office of the Company on all working days (except Saturdays, Sundays and holidays) between 10.00 AM to 3.00 PM upto the date of ensuing Annual General Meeting.

Statement pursuant to Section 102 (1) of the Companies Act 2013

Item No. 7

The Shareholders in the Extra- Ordinary General Meeting of the Company held on October 20, 2015 approved alteration of Articles of Association of the Company by insertion of the sub paragraph (d) in Article 27 of the Articles of Association of the Company.

The Nomination and Remuneration Committee of the Company and the Board of Directors of the Company in its meeting held on April 28, 2016 recommended alteration of the Articles of Association of the Company by insertion of the sub paragraph (d) in Article 27 of the Articles of Association of the Company.

Save and except all Non Executive Directors who are interested no other Director or Key Managerial Personnel or their relatives are concerned or interested, financially or otherwise in the resolution set out at Item No. 7 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 7.

Item No. 8:

In terms of Section 197 of the Companies Act, 2013, in case the Company has Managing or Whole-time Director, the Company can pay commission to the Non-Executive Directors (i.e. Directors other than Executive Chairman, Managing Director and other Whole-time Directors) for a sum upto 1% (one percent) of the net profits of the Company, with the approval of shareholders by way of Special Resolution in the Ensuing Annual General Meeting of the Company.

The Non-Executive Directors are spending considerable time and efforts in discharging their responsibilities and also contributing to the overall performance and progress made by the Company. In recognition of their contribution, it is now proposed to authorize the Board of Directors to determine the amount, manner and basis for payment of commission to Non-Executive Directors commencing from financial year ending March 31, 2017

Save and except for Non-Executive Directors of the Company who are interested no other Director or Key Managerial Personnel of the Company or their relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 8 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 8.

Item No. 9

In accordance with the provisions of Section 188 of the Companies Act 2013, the Shareholders in the 20th Annual General Meeting held on June 23, 2015 had approved the appointment of Mr. Anjan Lahiri, Managing Director & Chief Executive Officer of your Company, to an office or place of profit in the Company’s subsidiary viz; Birlasoft Inc, USA with effect from July 01, 2015 in the capacity of Director and Chief Executive Officer.

The Company has received from the Subsidiary Company, a letter proposing a 16% (Sixteen Percent) per annum increase in total remuneration of Mr. Anjan Lahiri, over and above his last drawn remuneration in Birlasoft Inc., USA with other terms and conditions of his appointment in Subsidiary Company remaining unchanged. The said proposal letter of Birlasoft Inc. USA will be placed before the ensuing Annual General Meeting and is also available for inspection at the registered office of the Company on all working days (except Saturdays, Sundays and holidays) between 10.00 AM to 3.00 PM upto the date of ensuing Annual General Meeting of the Company.

The Board and Audit Committee at their respective meetings held on April 28, 2016 based on the recommendation of Nomination and Remuneration Committee had accorded its approval for proposed increase in remuneration of Mr. Anjan Lahiri in the Subsidiary of the Company viz; Birlasoft Inc, USA on terms and conditions as mentioned in the resolution at Item no. 9, subject to the requisite approvals, if any required, by the aforesaid Subsidiary Company.

Disclosure of Particulars in terms of Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2015:

  1. Name of Related Party: Mr. Anjan Lahiri
  2. Name of Director or Key Managerial Personnel who is related : None except Mr. Anjan Lahiri
  3. Nature of Relationship: Managing Director and Chief Executive Officer of Birlasoft (India) Limited and holding an Office or place of profit in Birlasoft Inc. USA, Subsidiary Company in the capacity of Director and Chief Executive Officer.
  4. Nature, material term, monetary value and particulars of the contract or arrangement: As mentioned above in the explanatory statement and the Resolution set out in Item No.9 of this Notice.

Further, under the provisions of the Section 188 of the Companies Act, 2013, such appointment to an office or place of profit requires to be approved of the shareholders by way of a special resolution.

None of the Directors and Key Managerial Personnel except Mr. Anjan Lahiri be considered to be interested or concerned in the passing of the proposed special resolution as set out in Item no.9.

It is recommended to pass the special resolution set out at Item no. 9.

Item No. 10

In accordance with the requirement under Section 178 read with applicable provisions of the Companies Act 2013 and the rules made thereunder, an annual review of performance of Mr. Sonam Sarin, Company Secretary (Key Managerial Personnel) of the Company, was conducted.

The Board, based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee in their respective meetings held on April 28, 2016, recommended increase in remuneration of Mr. Sonam Sarin, Company Secretary of the Company from the existing remuneration of Rs. 29,99,199/- (Rupees Twenty Nine Lacs Ninety Nine Thousand One Hundred and Ninety Nine Only) to the increased remuneration as provided in the proposed resolution as set out in Item No. 10.

Except Mr. Sonam Sarin, Company Secretary, none of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution(s).

For and on behalf of the Board

For Birlasoft (India) Ltd

Date: April 28, 2016

Place: New Delhi

Sonam Sarin

Company Secretary

ACS No. 17927

H-9, Sector 63, Noida - 201306

Notice is hereby given that the Extra-ordinary General Meeting of the Members of Birlasoft (India) Limited will be held on October 20, 2015 at 05:30 pm at the Registered Office of the Company at 8th Floor, Birla Tower, 25 Barakhamba Road, New Delhi-110001 to transact the following business:

Special Business:

  1. Alteration in Articles of Association of the Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

“RESLOVED THAT the Articles of Association of the Company be and hereby altered by adding the following:

(i) New sub paragraph (d) in Article 27:

(d) Non Executive Directors of the Company may be paid remuneration by way of commission at the rate of 1% of the net profit of the Company computed in the manner laid down in section 198 of the Companies Act 2013,provided always that(i) the quantum of commission and proportion and manner of division thereof among the Directors shall be as may from time to timebe determined by the Board and (ii) , the managerial remuneration payable to its directors including Managing Director,Whole time Director and Manager shall not exceed 11% of the net profit of the Company for that financial year.

 

(ii) New Article 4.2:

4.2 The company shall have power, subject to and in accordance with applicable provisions of the Act, to issue further shares and securities,  as it may consider appropriate to -

(i) person who, at the date of offer, are holders of the equity shares of the company; such offer shall be deemed to include a right exercisable by the person concerned to renounce the shares  offered to him or any of them in favour of any other person; or

(ii) employees under any scheme of employees’ stock option;  

(iii) any person, whether or not those persons include the persons referred to in sub article (i) and (ii) above.

Subject to and in accordance with the Companies Act 2013 and the rules made thereunder, a further issue of shares including by way of preferential offer or private placement, may be made in the manner and on terms and conditions including imposition of any restrictions on such shares, as determined by the Board or any of its Committee, in case the power is delegated to such Committee.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.

2.  Approval for payment of Commission to Non Executive Directors of Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the applicable provisions of the Companies Act 2013 and the rules made thereunder and read with the Articles of Association of the Company and based on the recommendation of the Board and Nomination and Remuneration Committee in its meeting held on July 27, 2015, the Company hereby approves the payment of remuneration by way of commission at the rate of 1% of the net profit of the Company computed in the manner laid down in Section 198 of the Companies Act 2013, to Non Executive Directors of the Company commencing from the financial year ending 31st March 2016, provided always that the quantum of commission, proportion and manner of division thereof among the Directors shall be determined by the Board in due course.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.  

3. Create, offer, issue and allot Options under Employee Stock Option Plan:

To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 62 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read along with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and such other applicable provisions under of Companies Act 2013 and other applicable laws/ regulations (including any statutory amendment, modification or re-enactment to the Act or the Regulations for the time being in force) and subject to such approvals, permissions, sanctions and in accordance with the Memorandum and Articles of Association of the Company and subject to such conditions and modifications as may be prescribed or imposed by the above authorities and upon receipt of recommendation of the Nomination and Remuneration Committee (“NRC”), the Audit Committee (as applicable) and the Board  in their respective meetings held on October 20, 2015, approval of the Company be and is hereby accorded by a special resolution to the Board of Directors (hereinafter referred to as the “Board” which terms shall be deemed to include any committee including the NRC), for the adoption of the ‘Birlasoft (India) Limited Employees Stock Option Plan 2015’ (“Plan”) which was tabled before this meeting alongwith supplementary documents thereto;

RESOLVED FURTHER THAT consent of the members of the Company be and is hereby accorded to the Board (including NRC which the Board has constituted to be the Compensation Committee as required under the Act and the rules made thereunder) to create, offer, issue and allot stock options not exceeding 25,00,000/- (Twenty Five Lacs) into equivalent equity shares each to the eligible employees as determined by the Nomination and Remuneration Committee or the Board in  its sole and exclusive discretion;

RESOLVED FURTHER THAT consent of the members of the Company be and is hereby accorded to the Board (including NRC or any other Committee which the Board has constituted to be the Compensation Committee as required under the Act and the rules made thereunder) for creation, offer, issue and allotment at any time, 25,00,000/- (Twenty Five Lacs equity shares of the face value of Rs 10/- (Rupees Ten Only) each of the Company, upon exercise of the options, at such price, and on such terms and conditions and upon meeting of such vesting criteria as may be fixed or determined by the Nomination and Remuneration Committee or the Board in its sole and exclusive discretion;

RESOLVED FURTHER THAT the new equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the existing Equity Shares of the Company; unless otherwise decided by the Board;

RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Plan including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in conformity with the provisions of the Act, the memorandum of association and articles of association of the Company and any other applicable laws;

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split or consolidation of shares etc; of the Company, the number of above mentioned Options shall be appropriately adjusted;

RESOLVED FURTHER THAT for the purpose of giving effect to any creation, offer, issue, allotment or listing of shares, the Board be and is hereby authorized, on behalf of the Company, to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, necessary or desirable for such purpose and with power to sign any documents, deeds, settle any issues, questions, difficulties or doubts that may arise in this regard;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any powers conferred herein, to Nomination and Remuneration Committee, with power to further delegate to any executives / officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc., as may be necessary in this regard.”

RESOLVED FURTHER THAT that all members of the Nomination and Remuneration Committee of the Company be and are hereby severally authorised to sign Stock option Agreement/ issue grant letter/s and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting stock options to the eligible employees as may be determined by the Nomination and Remuneration Committee of the Board of Directors of the Company from time to time”

4.  Employee Stock Option Plan for employees of the Subsidiary Companies

      To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, and Foreign Exchange Management Act, 1999 and any other rules, regulations and guidelines of any / various statutory / regulatory authority(ies) that are or may become applicable and subject to any approvals, permissions and sanctions of any / various authority(ies) as may be required and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions and based on the recommendations of the Nomination and Remuneration Committee (NRC), Audit Committee (as applicable) and the Board of Directors of the Company in their respective meetings held on October 201, 2015, the Company hereby accords its approval by a special resolution to extend the benefit of ‘Birlasoft (India) Limited Employee Stock Option Plan 2015’ (“Plan”) as tabled  before the meeting alongwith supplementary documents, and proposed in resolution under Item no 3 of this Notice, to such individual(s) who are in the permanent employment of the subsidiary companies (whether now or hereafter existing, in India or overseas, as may be from time to time be allowed under the prevailing laws, rules and regulations, and / or any amendments thereto from time to time) (the Subsidiary Companies) whether working in India or out of India, on whole-time basis or not and to such other persons as may from time to time be allowed to enjoy the benefits of the Plan under applicable laws and regulations prevailing from time to time (hereinafter collectively referred to as  ‘Subsidiary Companies Employees’), except those who are promoters or belong to the promoter group, at such price or prices, in one or more tranches and on such terms and conditions, as may be fixed or determined by the Board including the Nomination and Remuneration  Committee in accordance with stipulations contained in the Plan;

RESOLVED FURTHER THAT consent of the members of the Company be and is hereby accorded to the Board (including NRC or any other Committee which the Board has constituted to be the Compensation Committee as required under the Regulations) to create, offer, issue and allot stock options not exceeding 25,00,000 (within overall ceiling mentioned in the Plan), into equivalent equity shares each to the eligible employees as determined by the Nomination and Remuneration Committee or the Board in its sole and exclusive jurisdiction;

RESOLVED FURTHER THAT the new equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the existing Equity Shares of the Company; unless otherwise decided by the Board;

RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Plan including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in conformity with the provisions of the Act, the memorandum of association and articles of association of the Company and any other applicable laws;

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issue, bonus issue, split or consolidation of shares etc; of the Company, the number of above mentioned Options shall be appropriately adjusted;

RESOLVED FURTHER THAT for the purpose of giving effect to any creation, offer, issue, allotment or listing of shares, the Board be and is hereby authorized, on behalf of the Company, to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, necessary or desirable for such purpose and with power to sign any documents, deeds, settle any issues, questions, difficulties or doubts that may arise in this regard;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any powers conferred herein, to Nomination and Remuneration Committee of the Board,   with power to further delegate to any executives / officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc., as may be necessary in this regard.”

RESOLVED FURTHER THAT that all members of the Nomination and Remuneration                    Committee of the Company be and are hereby severally authorised to sign Stock option   Agreement/ issue grant letter/s and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting stock options to the eligible employees as may be determined by the Nomination and Remuneration Committee of the Board of Directors of the Company from time to time”

5.  Grant of Stock options 1% or more of the issued share capital of the Company.

      To consider and if thought fit to pass with or without modification(s), the following Resolution as Special Resolution:

    “RESOLVED THAT as per the provisions of Section 62 of Companies Act 2013 read with the Rule 12 of The Companies (Share Capital and Debenture) Rules, 2014 and Foreign  Exchange Management Act, 1999 and any other rules, regulations and guidelines of any / various statutory / regulatory authority(ies) that are or may become applicable and subject to any approvals, permissions and sanctions of any / various authority(ies) as may be required and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions and based on the recommendations of the Nomination and Remuneration Committee (NRC), the Audit Committee ( as applicable) and the Board of Directors of the Company in their respective meetings held on October 20, 2015, the Company be and hereby accords its approval by a special resolution to grant stock options under the Birlasoft (India) Limited Employees Stock Plan 2015 (Plan) 1% (one percent) or more of the issued share capital of the Company, during the financial year 2015-2016, to the following employees:

Name and Designation of Eligible Employee

Number of Options to be granted

Mr. Anjan Lahiri, Managing Director and Chief Executive Officer

5,48,709

(1.75% of the current issued share capital of the Company)

Mr. Dharmander Kapoor, Chief Operating Officer of the Company

3,13,548

(1% of the current issued share capital of the Company)

RESOLVED FURTHER THAT that all members of the Nomination and Remuneration Committee of the Company be and are hereby severally authorised to sign Stock option Agreement/ issue grant letter/s and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting stock options to the aforesaid employees of the Company.

6. Change in compensation of Ms. Pooja Aggarwal, Chief Financial Officer (Key Managerial Personnel) of the company

To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:

RESOLVED THAT based on the recommendation of the Board, Audit Committee and Nomination and Remuneration Committee at their respective meetings held on July 27, 2015, the Company hereby ratifies the increase in remuneration of Ms. Pooja Aggarwal remuneration of Rs.83,20,000/- (Rupees Eighty Three Lacs Twenty Thousand Only) per annum (cost to company) paid/ to be paid to Ms. Pooja Aggarwal, Chief Financial Officer of the Company, with effect from July 01, 2015 with an year on year increase in the remuneration not exceeding 30%  (thirty percent) of last drawn annual remuneration”. 

“RESOLVED FURTHER THAT based on the recommendation of the Board, Audit Committee and Nomination and Remuneration Committee at their respective meetings held on October 20, 2015, the Company hereby approves revision in remuneration of Ms. Pooja Aggarwal Chief Financial Officer of the Company to Rs.90,00,000/- (Rupees Ninety Lacs Only) per annum (cost to company) with effect from October 01, 2015 by an increase of Rs.6,80,000/- (Rupees Six Lacs Eighty Thousand Only) over and above the remuneration of Rs. 83,20,000/- (Rupees Eighty Three Lacs Twenty Thousand Only) with an year on year increase in the remuneration not exceeding 30% (thirty percent) of last drawn annual remuneration”

RESOLVED FURTHER THAT in addition to the above, the Company be and hereby approves grant of 1,88,128 (being .6% of the current issued share capital of the Company) stock options under the Birlasoft (India) Limited Employees Stock Plan 2015 (Plan) convertible into equity shares of the Company as per the stipulations contained in the Plan, to Ms. Pooja Aggarwal, Chief Financial Officer of the Company  

For and on Behalf of the Board

For Birlasoft (India) Ltd

Date: October 20, 2015

Place: New Delhi                                                                              

Sd/-

Sonam Sarin

Company Secretary

Birlasoft (India) Limited

 

Notes:

A. The relative explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business under Item No. 1 t0 6 is annexed hereto.

B. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The proxy form in order to be effective must be deposited with the Company not less than 48 hours before the time fixed for commencement of the Meeting.

C. Corporate Members intending to send their authorised representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Extra Ordinary General Meeting.

D. As per the provisions of the Companies Act 2013, facility for making nominations is available to individuals shares in the Company. The prescribed nomination form can be obtained from the Company’s Registered Office.

E. The Register of Directors and Key Managerial Personnel and their share, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the ensuing Extra Ordinary General Meeting of the Company.

F. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act 2013 will be available for inspection by the Members at the ensuing Extra Ordinary General Meeting of the Company.

G. A Copy of all the documents referred to in the Notice and accompanying Explanatory Statement is open for inspection at the registered office of the Company between 10.00 AM to 3.00 PM on the date of ensuing Extra Ordinary General Meeting.

Statement pursuant to Section 102 (1) of the Companies Act 2013

Item No. 1

In accordance with the provisions of the Companies Act, 2013 as applicable to the Company the Board considered it appropriate to alter the Articles of Association of the Company by insertion of the sub paragraphs (a) and (b) in Article 27 of the Articles of Association of the Company.

The Board also proposed insertion of Article 4.2 in the Articles of Association of the Company as mentioned in proposed resolution set out at Item No. 1 of this Notice for inclusion of provision for further issue of shares (including Employee Stock Options as mentioned in proposed resolution set out at Item 3, 4 and 5 of this Notice) by the Company. The copy of the draft amended articles of association of the Company is enclosed herewith.

All the Directors and Chief Executive Officer (KMP) and Chief Financial Officer (KMP) of the Company and their relatives, to the extent of their share interest, if any, in the Company, are concerned or interested, financially in the resolution set out at Item No. 1 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 1.

Item No. 2:

In terms of Section 197 of the Companies Act, 2013, in case the Company has Managing or Whole-time Director, the Company can pay commission to the Non-Executive Directors (i.e. Directors other than Executive Chairman, Managing Director and other Whole-time Directors) for a sum not exceeding 1% (one percent) of the net profits of the Company, with the approval of shareholders by way of Special Resolution in this Extraordinary General Meeting.

The Non-Executive Directors have been spending considerable time and efforts in discharging their responsibilities and also contributing to the overall performance and progress made by the Company. In recognition of their contribution, it is now proposed to authorize the Board of Directors to determine the amount, manner and basis for payment of commission to Non-Executive Directors commencing from financial year ending March 31, 2016

After amendment of the Articles of Association of the Company as above and a copy thereof has been filed with the Registrar of Company with printed copy of the amended Articles of Association as required under applicable provisions of the Companies Act 2013, effect may be given to the amendments as set out in Item No. 1 of this Notice.

Save and except the Non-Executive Directors of the Company and their relatives, to the extent of their share interest, if any, in the Company, none of the Directors, Key Managerial Personnel of the Company or their relatives, is concerned or interested, financial or otherwise, in the resolution set out at Item No. 2 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 2.

Item No. 3 & 4

Stock options are an effective instrument to align interests of employees with those of a company and provide an opportunity to employees to participate in the growth of the Company, besides creating long term wealth in their hands. This also helps the Company to attract, retain and motivate the best available talent in a competitive environment.

This Company believes in rewarding its employees for their continuous hard work, dedication and support, which has led the Company on the growth path. To this effect, the Company proposes to implement an Employee Stock Option Plan. The main objective of the Plan is to give employees, who are performing well, a certain minimum opportunity to gain from the Company’s performance thereby acting as a retention tool and to attract the best talent available in the market.

The Board of Directors (“Board”) of the Company at its meeting held on October 20, 2015 approved introduction of the ‘Birlasoft Employees Stock Option Plan 2015’ (“Plan”) for the benefit of the present and future employees of the Company including its subsidiary companies, subject to the approval of the members by a special resolution.

The Board has nominated the Nomination and Remuneration Committee to be designated as the Compensation Committee for the administration and superintendence of the Plan in accordance with the Companies Act 2013 and the rules made thereunder. Approval of the members is being sought for the issue of Stock Options to the Eligible Employees of the Companies as may be determined by the Nomination and Remuneration Committee of the Company.

The disclosures as required by the Regulations are as follows: .

1.  Total number of Options to be granted:  25,00,000 (Twenty Five Lacs)

2.  Classes of employees entitled to participate in the Plan: Present and future permanent employees including Managing Director or Whole time Directors of the Company including its Subsidiary Companies, as may be determined by the Nomination and Remuneration Committee/ Compensation Committee from time to time.

3.  Requirements of Vesting and period of Vesting

The options granted shall vest so long as the employee continues to be in the employment of the Company. The details of vesting is indicated in the proposed Birlasoft (India) Limited Employee Stock Plan 2015 read with the Employee Stock Option Agreement, the copy of which is enclosed herewith.

4. Exercise Price or pricing formula

The exercise price and/or the pricing formula shall be decided by the Nomination and Remuneration Committee from time to time. Employee shall bear all tax liability in relation to grant of options.

5.  Exercise Period and process of exercise

The details about the Exercise Period and the process of exercise is indicated in the proposed Birlasoft (India) Limited Employee Stock Plan 2015 read with the Employee Stock Option Agreement, the copy of which is the copy of which is enclosed herewith. 

6.  Appraisal process for determining the eligibility of the employees

The process for determining the eligibility of the employees will be specified by the Nomination and Remuneration Committee and will be based on designation, period of service, band, performance linked parameters such as work performance and such other criteria as may be determined by the aforesaid Committee at its sole discretion, from time to time.

7.  Maximum number of options to be granted per employee

The Maximum number of options to be granted to an eligible employee will be determined by the Nomination and Remuneration Committee on case to case basis.

The Nomination and Remuneration Committee shall have all the powers to take necessary decisions for effective implementation of the ESOP Scheme 2015. In terms of the provisions of the ESOP Regulations, ESOP Scheme 2015 is required to be approved by the members by passing of special resolution.

ESOP Regulations also require separate approval of members by way of special resolution to grant stock options to the employees of subsidiary companies. Accordingly, a separate resolution under item no.4 is proposed to extend the benefits of the Plan 2015 to the employees of subsidiary company(ies) as may be decided by the Nomination and Remuneration Committee from time to time under Applicable Laws.

8.  For information regarding lock in period, Method which the company shall use to value its options, Conditions under which option vested in employees may lapse e.g. in case of termination of employment for misconduct, Specified time period within which the employees shall exercise the vested options in the event of a proposed termination of employment or resignation of employee, Statement to the effect that the company shall comply with the applicable accounting standards, please refer proposed Birlasoft (India) Limited Employee Stock Plan 2015 read with the Employee Stock Option Agreement, the copy of which is enclosed herewith.

The Nomination & Remuneration Committee shall have all the powers to take necessary decisions for effective implementation of the Plan. In terms of the provisions of the Regulations, Plan is required to be approved by the members by passing of special resolution.

None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution(s) except to the extent of the stock options that may be granted to them as per the proposed resolutions set out at Item No. 3 and 4 above.

The Board recommends passing of the resolutions as set out under Item No. 3 & 4 of the Notice for approval of the members as a special resolution.

Item No. 5

Considering the scale of business of the Company and the responsibilities, contribution and on-going efforts of Mr Anjan Lahiri, Managing Director and Chief Executive Officer  & Mr Dharmander Kapoor, Chief Operating Officer of the Company, the Board based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee (as applicable) of the Company in their respective meetings held on October 20, 2015, has recommended for approval of the shareholders, the grant of stock options equivalent to or exceeding 1% of the current issued share capital of the Company, the details of which are mentioned in the proposed resolution as set out in Item No. 5 of this Notice

Except Mr. Anjan Lahiri, Managing Director and Chief Executive Officer of the Company, None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution set out at Item No. 5 of this Notice.

The Board recommends passing of the resolutions as set out under Item No. 5 of the Notice for approval of the members as a special resolution.

Item No. 6

In view of the contribution and ongoing efforts of Ms. Pooja Aggarwal, Chief Financial Officer of the Company, the Board, based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee in their respective meetings held on July 27, 2015 and again on October 20, 2015, recommended increase in remuneration of Ms. Pooja Aggarwal, Chief Financial Officer of the Company in the manner as provided in the proposed resolution as set out in Item No. 6.

Except Ms. Pooja Aggarwal, Chief Financial Officer, none of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution(s).

For and on Behalf of the Board

For Birlasoft (India) Ltd

Date: October 20, 2015

Place: New Delhi                                                                              

Sd/-

Sonam Sarin

Company Secretary

Birlasoft (India) Limited

POLICY ON CORPORATE SOCIAL RESPONSIBILITY

1. Introduction

Corporate Social Responsibility (CSR) at Birlasoft (hereinafter referred to as ‘the Company’) goes beyond business and extends to the implementation of socially relevant activities for the benefit of society at large. It seeks to establish relationships with all stakeholders based on strong mutual trust and respect and contribute to the development of communities and society as a whole. We respect nature and strive to protect and improve the global environment.

This Policy is in keeping with the requirements of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

2. Vision and Policy Statement

Through Corporate Social Responsibility (CSR) initiatives, the Company seeks to contribute to social and economic development of the local community in which the Company operates and the society at large. The Company proposes to spend a minimum of 2% of the average net profits for the immediately preceding three financial years on CSR activities. The Board of Directors of the Company through its CSR Committee will plan and monitor the expenditure of CSR activities.

The CSR Committee will annually recommend the CSR programmes and projects to the Board for its approval. The activities undertaken in the normal course of business will not be a part of CSR activities.

3. Applicability

This CSR Policy has been formulated in consonance with Section 135 of the Companies Act, 2013 read with the CSR Rules notified by the Ministry of Corporate Affairs, Government of India. This Policy shall apply to all CSR projects / programmes undertaken by the Company in India as per Schedule VII of the Companies Act, 2013.

4. CSR Budget

The CSR Committee will recommend the annual budgeted expenditure project-wise to the Board for its consideration and approval.

5. CSR Programmes and Projects

The Company’s commitment to CSR projects and programmes will be by investing resources into one or more of the following areas.

  • Eradicating hunger, poverty and malnutrition. P, promoting healthcare including preventive healthcare and sanitation including contribution to the Swach Bharat Kosh set by the Central Government for the promotion of sanitation and making available safe drinking water;
  • Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled,and livelihood enhancement projects;
  • Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups
  • Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set by the Central Government for rejuvenation of river Ganga;
  • Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts
  • Measures for the benefit of armed forces veterans, war widows and their dependents
  • Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports
  • Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women
  • Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  • Rural development projects;
  • Slum area development.

The Company’s CSR projects and programmes will be implemented through public charitable trusts, not-for-profit companies set up under Section 25 of the Companies Act, 1956 (corresponding to Section 8 of the Companies Act, 2013) through recognized and reputed NGOs and similar entities. The CSR projects and programmes may also be undertaken by the Company by itself or with joint and collaborative efforts of other group, subsidiary and associate companies.

6. Implementation

The Company’s CSR programmes will be identified and implemented according to the Board approved CSR Policy.

7. CSR Committee

Composition
In compliance with the rules laid down under the Companies Act 2013, the composition of the CSR Committee of the Company shall be as under:

  • CSR Committee of the Board of Directors will comprise at least three Directors of which one member shall be an independent Director

Roles and Responsibilities
The Committee shall act as per the directions of the Board and inter alia shall:

  • Formulate and update the CSR Policy which will be approved by the Board of the Company
  • Decide the CSR activities to be taken up by the Company in accordance with this Policy
  • Decide the amount to be allocated for each project or activity
  • Oversee and monitor the progress of the initiatives rolled out under this Policy
  • Submit a report to the Board of Directors on all CSR activities undertaken during the financial year which shall duly be displayed on the Company’s website (www.birlasoft.com)

Frequency of Meetings
The Committee shall, subject to directions of the Board, meet at least once in a financial year.

8. Reporting, Evaluation and Documentation

  • The Budget for CSR initiatives shall be prepared in accordance with section 135 of the Companies Act, 2013 (including any statutory modifications, amendments or re-enactments thereto for the time being in force) or other statutory enactments
  • CSR Projects will be undertaken based on the recommendation of the CSR Committee within the defined thrust areas
  • Project support will depend on the scale of the project and its feasibility. The CSR Committee will evaluate the project progress
  • All the identified activities will undergo pre & post analysis
  • Surplus arising out of CSR activity, if any, will not form part of business profits of the Company
  • The corpus of the CSR Policy would include:
  • Funds made available by the Company for CSR
  • Any income arising therefrom
  • Surplus arising out of the above activities
  • Company may pool its resources and CSR spending with other groups or associate companies on such collaborative efforts which qualifies for computing the CSR spending
  • All CSR activities covered under this Policy shall be carried out within India

9. Review of the Policy

The CSR Committee shall review the CSR Policy periodically and make revisions to the same with the approval of the Board.

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS OF THE COMPANY IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF COMPANIES ACT 2013 AND THE RULES MADE THEREUNDER

Name of Independent Directors Mr. M.L. Pachisia Mr. Rajat Mukherjee
Date of Appointment/ Date of meeting in which appointment was made Board Meeting dated November 26, 2014. The appointment is subject to appointment in the next General Meeting of the Company. Director is not liable to rotation Board Meeting dated 28th April 2014 and Annual General Meeting dated 10th July 2014. Director is not liable to rotation.
Period of Appointment 5 years from the date of appointment in Board Meeting 5 years from the date of appointment in Board Meeting
Declaration of Independence and other Statutory forms received from Independent Directors Received. Placed before the Board and Noted thereat Received. Placed before the Board and Noted thereat
Address of Independent Directors as per the records of the Company 8/12, Alipur Road,
Kolkata,
West Bengal
Pincode 700027
B-1/1, 1st Floor,
Vasant Vihar,
New Delhi-110057.
Contact Information Contact@birlasoft.com
Compliance@birlasoft.com
Contact@birlasoft.com
Compliance@birlasoft.com
Date of Appointment Letter November 26, 2014 April 28, 2014 for appointment as Additional Director. And, in the Annual general meeting dated July 10, 2014, Mr. Rajat Mukherjee was appointed as a Independent Director
  1. The appointment of aforesaid Independent Directors shall be governed by applicable provisions of the Companies Act 2013 read with applicable rules and Schedule IV thereof.
  2. The Directors have confirmed in-principle their acceptance to this appointment. It was agreed with the Directors that, their appointment will be construed as contract for services and not a contract of employment.
  3. The appointment is subject to the articles of association. Nothing in this letter shall be taken to exclude or vary the terms of the articles of association as they apply to the Independent Director of the Company.
  4. Continuation of the contract of appointment is also contingent on satisfactory performance and any relevant statutory provisions relating to the removal of a Independent Director.
  5. Notwithstanding the foregoing paragraphs, the Company may terminate the appointment of Independent Directors with immediate effect if they:
    1. commit a material breach of obligations under the letter of appointment issued to them and specifically mentioned herein; or
    2. commit any serious or repeated breach or non-observance of obligations to the Company (which include an obligation not to breach the duties to the Company, whether statutory, fiduciary or common-law); or
    3. are guilty of any fraud or dishonesty or acted in a manner which, in the opinion of the Company acting reasonably, brings or is likely to bring or the Company into disrepute or is materially adverse to the interests of the Company; or
    4. are convicted of any criminal offence resulting in imprisonment of not less than 6 months; or
    5. are declared insolvent or have made an arrangement with or for the benefit of their creditors; or
    6. are disqualified from acting as a director or required to vacate the office as a director, in accordance with the provisions of the Companies Act, 2013 read with rules framed there under, or any applicable law, as amended from time to time.
  6. If there are matters which arise which cause them concern about their role, they should discuss with the chairman or the company secretary of the Company. If they have any concerns that cannot be resolved, and they choose to resign for that, or any other, reason, they should provide an appropriate written statement to the chairman or the company secretary for circulation to the Board.
  7. Time commitment
    1. The Board normally meets for a minimum of 4 (four) times in a year and holds additional meetings as the occasion requires. As an Independent Director, they would also be required to attend a separate meeting of Independent Directors conducted at least once in a year.
    2. The Company has requested the Independent Directors to confirm that they will be able to devote sufficient time and attention to meet the expectations of the role as an Independent Director. They will be expected to devote such time as is necessary for the proper performance of their duties and they should be prepared to spend sufficient time for preparation for and attendance at:
      • scheduled Board meetings
      • scheduled meetings of the Committees of the Board in which they are member
      • scheduled meeting of the Independent Directors
      • general meetings of members including the AGM
      • updating meetings/training
      • meetings as part of the Board evaluation process
      • such other activity / meeting as may be required for effective discharge of their professional obligations as an independent director.
    3. Meetings may involve them in some travel within India or overseas. Unless urgent and unavoidable circumstances prevent them from doing so, it is expected that they will attend all the meetings outlined above.
    4. The nature of the role makes it impossible to be specific about the maximum time commitment, and there is always the possibility of additional time commitment in respect of preparation time ahead of board meeting and ad hoc matters which may arise from time to time, and particularly when the Company is undergoing a period of increased activity. At certain times it may be necessary to convene additional Board, committee or shareholder meetings.
    5. By accepting this appointment, they have undertaken that taking into account all other commitments that they may have; they are able to, and will, devote sufficient time to their duties as an independent director.
    6. The Company recognizes the demands on the time of its directors. Management, under the oversight of the chairman and fellow directors is expected to ensure that the most efficient and productive use is made of the time which the independent directors commit to the Company.
  8. Role
    1. The Board’s role is to effectively represent, and promote the interests of, all the stakeholders with a view to adding long-term value to the Company’s stakeholders. In the normal course of events, day to day management of the Company is left to management; the Board directs and supervises the management with regard to the business and affairs of the Company. An independent director has the same general legal responsibilities to the Company as any other director.
    2. The Independent Directors have acknowledged that the Board as a whole is collectively responsible for the success of the Company. The Board:
      • provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
      • sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance;
      • sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.
  9. The Independent Directors have acknowledged that in addition to these requirements of all directors, the role of an independent director has the following key elements:
    • Strategy – independent directors should constructively challenge and help develop proposals on strategy.
    • Performance – independent directors should scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
    • Risk – independent directors should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
    • People – independent directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, executive directors and in succession planning.
  10. The primary duties as an independent director will include:
    • bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
    • bringing an objective view in the evaluation of the performance of board and management;
    • safeguarding the interests of all stakeholders, particularly the minority shareholders;
    • balancing the conflicting interest of the stakeholders;
    • determining appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
    • moderating and arbitrating in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest;
    • constructively challenging and helping in developing proposals on strategy;
    • scrutinizing the performance of management in meeting agreed goals and objectives and monitoring the reporting of performance;
    • satisfying yourself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible;
    • upholding high standards of integrity and probity and supporting the other directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
    • insisting on receiving high-quality information sufficiently in advance of board meetings;
    • taking into account the views of shareholders and other stakeholders where appropriate;
    • constructive and active participation in the committees of the Board in which the Independent Directors is a chairperson or member;
    • ensuring that the concerns of Independent Directors about the running of the Company or a proposed action are addressed to the Board and recorded in the minutes of the meeting to the extent they are not resolved;
    • being well informed about the Company and the external environment it operates in;
    • not to unfairly obstruct the functioning of the Board or the committee of the Board;
    • ensuring that sufficient deliberations are held before approving related party transactions and assure that they are in the interest of the Company;
    • ascertaining and ensuring that the Company has an adequate and functional vigil mechanism and that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
    • reporting concerns about unethical behavior, actual or suspected fraud or violation of the Code; and
    • assisting in protecting legitimate interests of the Company, shareholders and its employees.
  11. Fiduciary Responsibility of the Independent Director
    1. A director of the Company shall act in accordance with the memorandum and articles of association of the Company.
    2. A director of the Company shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the Company, its employees, the shareholders particularly the minority shareholders, the community and for the protection of environment.
    3. A director of the Company shall exercise his duties with due and reasonable care, skill and diligence.
    4. A director of the Company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company in terms of provisions of the Companies Act, 2013 read with rules framed thereunder, and other applicable laws, as amended from time to time.
    5. A director of the Company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making undue gain, he shall be liable to pay an amount equal to that gain to the Company.
    6. A director of the Company must act in the way he considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to -
      • the likely consequences of any decision in the long term;
      • the interests of the Company's employees;
      • the need to foster the Company's business relationships with suppliers, customers and others;
      • the impact of the Company's operations on the community and the environment;
      • the desirability of the Company maintaining a reputation for high standards of business conduct; and
      • the need to act fairly as between members of the Company.
    7. Unless specifically authorised to do so by the Board, a director of the Company must not enter into any legal or other commitment or contract on behalf of the Company.
    8. Such other duties as may be specified by the Companies Act, 2013 read with the rules framed there under, as amended from time to time.
  12. Code for Independent Directors, Business Ethics and Price Sensitive Information
    1. As an Independent Director you are required to abide by the provisions of “Code for Independent Directors” (“Code”) specified in schedule IV of Companies Act, 2013, as amended from time to time, enclosed alongwith the letter of appointment issued to them as Annexure -I to the letter. Compliance with the Code would inter alia require the Independent Directors to:
    2. uphold ethical standards of integrity and probity;
    3. act objectively and constructively while exercising their duties;
    4. exercise their responsibilities in a bona fide manner in the interest of the Company;
    5. devote sufficient time and attention to their professional obligations for informed and balanced decision making;
    6. not allow any extraneous considerations that will vitiate their exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
    7. not abuse their position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
    8. assist the Company in implementing the best corporate governance practices.
    9. During their period of appointment they are also required to comply with the provisions of all applicable statutory regulations.
    10. Independent Directors shall comply with all requirements under both law and regulation regarding the disclosure of price sensitive information, and in particular to the Rules, Regulations and guidelines issued by the Securities & Exchange Board of India, the Stock Exchanges and the Code of Conduct for prohibition of insider trading. Independent Directors should avoid making any statements that might risk a breach of these requirements. If in doubt, the Independent Directors may please contact the chairperson or the company secretary for any guidance in this behalf.
  13. Committee Involvement
    1. Board committees are formed when it is efficient or necessary to facilitate effective decision-making. From time to time, as deemed fit by the Board, the Independent Directors may be requested by the Board to serve on one or more Board committees.
    2. The Board may appoint Independent Directors as a member of Nomination and Remuneration Committee or any other Committee of the Board. As and when required, Independent Directors may seek the assistance of the company secretary to ensure that the Independent Directors are aware of the committee’s terms of reference and the responsibilities involved.
  14. Remuneration and Expenses
    1. As an Independent Director, they are eligible for sitting fees for attending meetings of the Board or committee thereof as decided by the Board from time to time. Independent Directors shall also be eligible for receipt of profit related commission, if any, as may be approved by the members from time to time, however Independent Directors shall not be entitled to any stock option.
    2. The Company will reimburse Independent Directors for all expenses, as may be incurred by you for participation in the Board and other meetings, such as accommodation, travelling expenses etc., reasonably and properly incurred and documented.
    3. All fees payable shall be subject to income tax and other statutory deductions.
    4. On termination of the appointment, Independent Directors shall only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the normal way of any expenses properly incurred prior to that date.
  15. Board and Individual Director Evaluation Processes

    The performance of the Board as a whole, its committees and individual directors is evaluated annually. If, during the tenure of directorship of Independent Directors, there are any matters which cause you concern about their role, then they may discuss them with the chairman of the Board. Independent Directors may also seek the assistance of the key managerial personnel’s of the Company, as and when required, for effectively discharging of their duties.

  16. Outside Interests Including Directorships
    1. It is accepted and acknowledged that Independent Directors may have business interests other than those of the Company. Independent Directors are requested to contact the company secretary as soon as possible to arrange for the disclosures of Independent Directors interests, direct or indirect as a shareholder, director, partner or owner of other companies, body corporate, firms or other entities as required under the Companies Act, 2013 read with rules framed there under, as may be amended from time to time.
    2. The Board of the Company, on the basis of certificate of independence submitted by Independent Directors, has determined Independent Directors to be independent according to Section 149 and Schedule IV of the Companies Act, 2013.
    3. Independent Directors shall ensure that the Company is kept informed of any changes to Independent Directors interests from time to time.
    4. In the event that Independent Directors become aware of any further potential or actual conflicts of interest, these should be disclosed to the company secretary as soon as they become apparent.
    5. Independent Directors will disclose any direct or indirect interest which Independent Directors may have in any matter being considered at a board meeting or committee meeting and, save as permitted under the articles of association, applicable provisions of the Companies Act 2013 read with the rules framed there under, Independent Directors will not vote on any resolution of the Board, or of one of its committees, on any matter where Independent Directors have any direct or indirect interest.
  17. Shareholdings by Directors in the Company

    Directors when buying or selling shares are expected to strictly observe the provisions of the Company’s articles of association, the Company’s own internal rules including the “Code of Conducts” framed by Company and all relevant legislative and regulatory procedures.

  18. Induction and Development Processes
    1. As soon as practicable, the Company will provide a comprehensive, formal and tailored induction programme aimed at broadening their understanding of the Company, its business, and the environment and markets in which it operates. As part of the programme, Independent Directors will meet key management and receive essential Board and Company information. Independent Directors will be expected to make themselves available for the purposes of the induction. The company secretary will be in touch with the Independent Directors for further details.
    2. The Independent Directors are expected to remain updated on how to best discharge the responsibilities as director of the Company including keeping abreast of changes and trends in economic, political, social, financial and legal climates and governance practices.
  19. Directors and Officers Liability Insurance
    1. The Company provides all its directors with, and pays the premiums for Directors and Officers Liability insurance cover, while acting in their capacities as directors.
    2. You may obtain a copy of the relevant policy from the company secretary and satisfy yourself as to the suitability and extent of the cover.
  20. Confidentiality
    1. All information acquired during appointment of Independent Directors is confidential to the Company and should not be be released, communicated, nor disclosed either during their Independent Directors appointment or following the expiry of their term or vacation (by whatever means) to third parties except as permitted by law and with prior clearance from the Chairman/ Company Secretary.
    2. This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally.
    3. Independent Directors have acknowledged the need to hold and retain Company information (in whatever format they may receive it) under appropriately secure conditions.
  21. Changes in personal details

    Independent Directors shall advise the company secretary promptly of any change in address or other personal contact details.

  22. Return of property

    Upon termination of appointment of Independent Directors with the Company (for whatever cause), they shall deliver to the Company all documents, records, papers or other company property which may be in their possession or under their control, and which relate in any way to the business affairs of the Company, and they shall not retain any copies thereof.

  23. Data protection

By signing the letter of appointment, the Independent Directors have accorded their unconditional consent to the Company for holding and processing information about their legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data or information (as defined in the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011) as applicable, information relating to:

i.  any of the information received under above clauses by body corporate for processing, stored or processed under lawful contract or otherwise.

ii.  any detail relating to the above clauses as provided to body corporate for providing service; and

iii. Biometric information;

iv. medical records and history;

v.  sexual orientation;

vi. physical, physiological and mental health condition;

vii. financial information such as Bank account or credit card or debit card or other payment instrument details ;

viii. password;

d.  Independent Directors have acknowledged that any information that is freely available or accessible in public domain or furnished under the Right to Information Act, 2005 or any other law for the time being in force shall not be regarded as sensitive personal data or information for the purposes of those rules.

e.  Independent Directors have given their consent to the transfer of such personal information to other offices the Company may have or to other third parties, whether or not outside the Union of India, for administration purposes and other purposes in connection with their appointment, where it is necessary or desirable for the Company to do so.

24. Law

The engagement of Independent Directors with the Company is governed by and shall be construed and interpreted in accordance with the laws of India and their engagement shall be subject to the jurisdiction of the Courts of Delhi, India.

25. The terms and conditions of appointment of Independent Directors as mentioned in their respective appointment letters constitutes the entire terms and conditions of Independent Directors’ appointment and no waiver or modification thereof shall be valid unless in writing and signed by the parties hereto

For Birlasoft (India) Limited

Sd/-
Sonam Sarin
Company Secretary

Birlasoft (India) Limited.

Corporate Office: H9, Sector 63, Noida 201306, India +91 120 6629000 Fax: +91 120 6629484 contact@birlasoft.com

Registered Office: Birla Tower 8th fl, Barakhamba Road, New Delhi 110001 India www.birlasoft.com

CIN No.: U74899DL1995PLC064560