Annual Report 2011-2012 - HCL Infosystems

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(vi) Details of Stock Options issued to Directors:- - Mr. J. V. Ramamurthy was granted 45,500 options under Employee Stock Option Plan 2000 and 7,500 options under Employee Stock Based Compensation Plan 2005. As on 30th June, 2012, all options under both schemes have been vested. Out of these, 28,700 options have been exercised under Employee Stock Option Plan 2000. - Mr. Harsh Chitale was granted 60,000 options under Employee Stock Option Plan 2000. As on 30th June, 2012, 18,000 options have been vested. Each option confers a right to apply for 5 equity shares of ` 2/- each. For pricing formula, please refer to the 'Information regarding Employee Stock Option Scheme' forming part of the Directors' Report. (vii) Period of contract of Executive Director: (a) Mr. Harsh Chitale, Whole-time Director : 5 Years from 17 th August, 2011 - The contract may be terminated by either party giving the other party three months notice or the Company paying three months salary in lieu thereof. - There is no separate provision for payment of Severance Fees. (b) Mr. J. V. Ramamurthy, Whole-time Director : 5 Years from 11 th August, 2010 - The contract may be terminated by either party giving the other party three months notice or the Company paying three months salary in lieu thereof. - There is no separate provision for payment of Severance Fees. (viii) There were no other pecuniary relationships or transactions of the Non-executive Directors vis-à-vis the Company. (ix) As on 30 th June, 2012, no Non-executive Director was holding any shares of the Company. 5. SHAREHOLDERS’/INVESTORS’ GRIEVANCE COMMITTEE: (i) The Board has constituted Shareholders'/Investors' Grievance Committee to oversee and review all matters connected with the transfer of Shares of the Company and redressal of Shareholders/Investors' complaints. (ii) The composition of the Shareholders'/Investors' Grievance Committee and the details of meetings attended by its members are given below: Name Category No of Meetings Held Attended Mr. D. S. Puri (Chairman) Promoter & Non-executive 4 4 Mr. E. A. Kshirsagar (Member) Independent & Non-executive 4 4 Mr. Ajai Chowdhry (Member)* Promoter & Non- executive 4 4 * Mr. Ajai Chowdhry ceased to be director of the Company w.e.f. 30 th June, 2012. (iii) The Committee met 4 times during the financial year 2011-12 on the following dates: 17 th August, 2011 3 rd November, 2011 30 th January, 2012 25 th April, 2012 (iv) Name, designation and address of Compliance Officer: Mr. Sushil Kumar Jain Company Secretary HCL Infosystems Limited E- 4,5,6, Sector 11, Noida Tel: 0120-2526490 Fax: 0120-2525196 (v) During the year the Company received 13 Complaints from SEBI/Stock Exchanges/MCA. All complaints were redressed to the satisfaction of the shareholder. No complaints were pending either at beginning or at the end of the year. There were no shares pending for transfer as on 30 th June, 2012. 6. NOMINATION COMMITTEE: (i) The Board had constituted a Nomination Committee to, among other matters, advise the Company on appointment, screening and review of top management positions, building a leadership pipeline and identifying successors for key positions. 40
ANNUAL REPORT 2011-12 (ii) The composition of the Nomination Committee is given below: Name Category Ms. Anita Ramachandran (Chairperson) Independent & Non-executive Mr. E. A. Kshirsagar (Member) Independent & Non-executive Dr. Nikhil Sinha (Member) Non-executive 7. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT: The Company has adopted a comprehensive Code of Conduct for its Directors and Senior Management, which lays the standards of business conduct, ethics and governance. The Code has been circulated to all the members of the Board and Senior Management and they have affirmed compliance of the same. The declaration signed by the CEO is given below: "I hereby confirm that: The Company has obtained from all the members of the Board and Senior Management, affirmation that they have complied with the Code of Conduct for Directors and Senior Management in respect of the financial year 2011-12." Sd/- Harsh Chitale CEO 8. UNLISTED SUBSIDIARY COMPANIES: The Company has twelve unlisted subsidiaries as on 30 th June, 2012 as under: S.N. Name of the Company Date of Incorporation / Acquisition 1. Digilife Distribution and Marketing Services Limited 19 th March, 2008 2. HCL Infocom Limited 17 th December, 2008 3. HCL Infosystems MEA FZCO, Dubai (acquired) 4 th July, 2010 4. HCL Infosystems LLC, Dubai (acquired) 4 th July, 2010 5. HCL Infosystems MEA LLC Abu Dhabi (acquired) 4 th July, 2010 6. RMA Software Park Private Limited (acquired) 7 th July, 2009 7. HCL Insys Pte. Limited, Singapore 17 th December, 2009 8. Pimpri Chinchwad eServices Limited 21 st September, 2010 9. HCL Investments Pte. Limited, Singapore 29 th November, 2010 10. HCL Infosystems South Africa (Pty) Limited, South Africa 9 th May, 2011 11. HCL Touch Inc., US 29 th August, 2011 12. HCL Infosystems Qatar WLL 26 th January, 2012 Mr. Harsh Chitale and Mr. J. V. Ramamurthy, the Whole-time Directors of the Company are also Directors of Digilife Distribution and Marketing Services Limited and HCL Infocom Limited. Mr. J. V. Ramamurthy is also Director of RMA Software Park Private Limited and HCL Infosystems MEA FZCO, Dubai. The Minutes of the Board Meetings of the subsidiary companies are regularly placed before the Board. 9. GENERAL BODY MEETINGS: (i) The last three Annual General Meetings were held as under: Financial Year Date Time Location 2010-11 4 th November, 2011 10:30 A.M Air Force Auditorium, Subroto Park, Dhaula Kuan, New Delhi-110010 2009-10 27 th October, 2010 10:30 A.M FICCI Auditorium, 1, Tansen Marg, New Delhi-110001 2008-09 23 rd October, 2009 10:00 A.M FICCI Auditorium, 1, Tansen Marg, New Delhi-110001 (ii) No special resolutions were passed at last three AGMs. (iii) The following ordinary resolution has been passed through postal ballot, the results of which was declared on 16 th August, 2012: "Transfer of the Company's Computing Products Manufacturing and Channel Business to a wholly owned subsidiary/ group/affiliate/other entity" 10. CEO/CFO CERTIFICATION: The Certificate as stipulated in clause 49(V) of the Listing Agreement with the Stock Exchanges was placed before the Board along with the financial statements for the year ended 30 th June, 2012 and the Board reviewed the same. 41
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Annual Report 2011-2012 - HCL Infosystems

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