Terms and conditions appointment independent directors

Appointment

1. The appointment as an Independent Director on the Board of Directors of the Company is subject to the provisions of the Companies Act, 2013 and the Listing Regulations.
2. In compliance with provisions of Section 149(13) of the Companies Act, 2013, the directorship is not subject to retirement by rotation.
3. The appointment may be terminated in accordance with the provisions of the Articles of Association of the Company or on failure to meet the parameters of independence as defined in Section 149(6) or Regulation 16, 17 and 25 of the Listing Regulations or on the occurrence of any event as defined in Section 167 of the Companies Act, 2013.
4. Upon termination or upon resignation for any reason, the Independent Director will not be entitled to any compensation for loss of office.

Time Commitment 

5. An Independent Director is expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance. An Independent Director is expected to attend Board Meetings and Board Committees Meetings to which they may be appointed and Shareholders meetings and to devote such time to his duties, as appropriate for him to discharge his duties effectively.
6. The Independent Director should allocate sufficient time to meet the expectations from his role to the satisfaction of the Board.

Role and Duties 

7. The role and duties will be those normally required of an Independent Director under the Companies Act, 2013. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are as under. The Independent Directors shall also abide by the “Code for Independent Directors” as laid down in Schedule IV of the Companies Act, 2013.

1. They shall act in accordance with the Company’s Articles of Association as may be amended from time to time. 
2. They 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 interest of the Company, its employees, the shareholders, the Community and for the protection of environment.
3. They shall discharge their duties with due and reasonable care, skill and diligence and shall exercise Independent judgement. 
4. They shall not involve themselves in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
5. They shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
6. They shall not assign their office as Director and any assignment so made shall be void.

Status of Appointment 

8. The Independent Director will not be an employee of the Company and their appointment letter shall not constitute a contract of employment. They will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board and approved by the Shareholders from time to time, if required. Further, they will be entitled to receive remuneration or profit related commission, exclusive of sitting fees,in accordance with the provisions of the Listing Regulations and Schedule IV of the Act.
9. The sitting fees presently payable to the Independent Director is Rs. 50,000/- per meeting of the Board and Rs.25,000/- per meeting of the Committee thereof.
10. They will not be entitlement to any bonus during the appointment and no entitlement to participate in any employee stock option scheme operated/ funded or guaranteed/controlled or managed by the Company or any Group Company.

Reimbursement of Expenses

11. In addition to the remuneration described above, the Company will, for the period of their appointment, reimburse them for legitimate travel, hotel and other incidental expenses incurred by them in the performance of their role and duties.

Conflict of Interest

12.  It is accepted and acknowledged that they may have business interests other than those of the Company. As a condition to their appointment commencing, they are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of their appointment and also about the changes that may happen from time to time.
13. In the event that their circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgement that they are independent, this should be disclosed to the Board.
14. Any material interest that a Director may have in any transaction or arrangement that the Company has entered into should be disclosed not later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record interest appropriately and records are updated. A general notice of interested in any contracts with a particular person, firm or company is acceptable. During your appointment, you agree to promptly provide an annual declaration under Section 149(7) of the Act and under Regulations 16 and 25 of the Listing Regulations, regarding the status of your independence and also upon the change in circumstances, which may affect your status as an Independent Director.

Evaluation

15. As a member of the Board, the performance of Independent Directors as well as the performance of the Board as a whole and its Committees shall be evaluated annually. Evaluation of the performance of each Director shall be done by all other Directors. The appointment and re-appointment of Independent Directors on the Board shall be subject to the outcome of the yearly evaluation process.

Code of Conduct

16. During the tenure of their appointment, Independent Directors are requested to comply with regulations as contained in Schedule IV under Companies Act, 2013 and also the Code of Conduct of the Company for Board of Directors and Senior Management.

Confidentiality

17. All information acquired during the appointment is confidential to the Company and should not be released, either during the appointment or following termination (by whatever means) to third parties without prior clearance from the Board unless required by law or by the rules of any stock exchange or regulatory body. In such a case, the Independent Directors will promptly inform the Board about such disclosure before it will be made to any third party. On reasonable request, they shall surrender any documents and other materials made available to them by the Company.
18. The Independent Directors should avoid making any statements or performing any transactions that might risk a breach of the requirements under the applicable regulations and the Insider Trading Code without prior clearance from the Board.
19. Being the Director of the Company, they are classified as a designated person of the Company and hence they are supposed to comply with the Insider Trading Regulations and Insider Trading code. Directors and their immediate relatives are prohibited from dealing in the Company’s securities during the period when the trading window is closed.

Membership of Committees

20. The Board of Directors may appoint them as Member/Chairman of one or more of its Committees which will be covered in a separate communication setting out the relevant committee’s terms of reference and any specific responsibilities.

Termination

21. The Independent directors may resign from their position at any time after serving a reasonable written notice on the Board.
22. The appointment of Independent Directors may also be terminated in accordance with the provisions of the Articles of Association of the Company from time to time in force.