Terms & Conditions of Appointment of Independent Director

  1. Tenure of Appointment:
    The Company has adopted the provisions with respect to appointment and tenure of Independent Directors which is in consistent with the Companies Act 2013 and the Listing Agreement. Accordingly, the Independent Directors may continue in the office of the Board for maximum period of two terms of Five years each. The Company is at liberty to relieve Independent Director during his tenure subject to compliance of relevant provisions of Companies Act 2013.
     

  2. Expectations:
    Independent Director will devote such time to the affairs of the Company as is required to perform his/ her duties as Independent Director. He/ She confirm to allocate sufficient time to meet the expectations required for his/ her role.
     

  3. Fiduciary duties & liabilities connected to the office:
    Under the Companies Act 2013, there are a number of statutory duties, which are the personal responsibility of each director and not the Company. The Company expects that in discharge of his/ her duties as a Director of the Company, he/ she will take care of the following:

    (a) He/ She will act in accordance with the articles of the company, subject to the provisions of Companies Act 2013.

    (b) He/ She will 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, the community and for the protection of environment.

    (c) He/ She will discharge his/ her duties with due and reasonable care, skill and diligence, and shall exercise independent judgment.

    As an Independent Director, he/ she is also expected to ensure the following:
    (a) To undertake appropriate induction and regularly update and refresh his/ her skills, knowledge and familiarity with the company;

    (b) To seek appropriate clarification or information and where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;

    (c) To strive to attend all meetings of the Board of Directors and of the Board committees of which he/ she is / or may be a member;

    (d) To participate constructively and actively in the committees of the Board in which he/she is chairman or member;

    (e) To strive to attend the general meetings of the company;

    (f) Where he/ she has concerns about the running of the company or a proposed action, he/ she will ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that his/ her concerns are recorded in the minutes of the Board meeting;

    (g) To keep himself/ herself well informed about the company and the external environment in which it operates;

    (h) Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

    (i) To pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure himself/ herself that the same are in the interest of the company;

    (j) To ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

    (k) To report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy;

    (l) To act within his/ her authority and assist in protecting the legitimate interests of the company, shareholders and its employees;

    (m) Not to disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

    He/ she will be liable as an Officer-in-default in respect of contravention of any of the provisions of Companies Act 2013 which he/ she may be aware by virtue of the receipt of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his/ her consent or connivance;

    In terms of Section 166(7) of the Companies Act 2013, if a director of the company contravenes the provisions of Section 166, which lays down duties of directors [as per point no. (a) to (e) above], such director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees.
     

  4.  Provision for Directors and Officers (D and O) Insurance, if any :
    The Company do not have any provision for D & O Insurance as on date.


  5. Code of Business Ethics :
    The Company has adopted Code of Conduct and Business Ethics of the Company for its Directors and Senior Management Personnel, a copy whereof is available on website. He/she is expected to abide by the same.

    He/ she is expected to abide by the principals of Business Ethics in discharge of his/ her duties as Independent Director. Further, he/ she is also expected to abide by Code for Independent Directors as per Schedule IV of the Companies Act 2013.
     

  6. List of actions he/ she should not indulge into:
    (a) He/ she will not involve in a situation where he/ she may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
    (b) He/ she will not achieve or attempt to achieve any undue gain or advantage either to himself/ herself or to his/ her relatives, partners, or associates and if he/ she is found guilty of making any undue gain, he/ she will be liable to pay an amount equal to that gain to the company.
    (c) He/ she will not assign his/ her office and any assignment so made shall be void. In the event that he/ she become aware of any potential conflicts of interest he/ she shall disclose the same to the Company as soon as they become apparent.
     

  7. Remuneration:
    He/ she will be remunerated by way of sitting fees for attending the meetings of the Board of Directors and that of the Committees as may be approved by the Board from time to time.

    He/ she will be entitled to remuneration other than above as may be determined from time to time by Board of Directors under Section 197 of the Companies Act 2013, at par with other Non-Executive Directors.
     

  8. Review process
    His/ her performance as an Independent Director will be reviewed by the Board on an annual basis.
     

  9. Publication of the letter of appointment
    In line with the Code for Independent Director, the Company will make public this Letter by posting it on its website.
     

  10. Confidentiality
    He/ she must apply the highest standards of confidentiality, and shall not disclose to any person or company (whether during the course of the Appointment or at any time after its termination), any confidential information concerning the Company and any Group Companies with which he/ she come into contact by virtue of his/ her position as Independent Director.

    His/ her attention is drawn to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992 in respect of disclosure of price-sensitive information. Consequently he/she should not make any statements that might risk a breach of these requirements.

 
 
 

 

 

 

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