T&C For Independent Directors

Terms and conditions of appointment of Independent Directors

  1. Term of appointment

  2. You have been appointed as an Independent Director by the Board on -------------------------to hold the office up to the conclusion of the next annual general meeting.

  3. Expectations of the Board from and Independent Director
    1. a. Strategy: The Company expects that you will constructively contribute to the development of strategy.
    2. b. Performance: You shall scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
    3. c. Risk: You should satisfy yourself that the financial information is accurate and that financial controls and systems of risk management are robust and defensible.
    4. d. Confidentiality: You must apply the highest standards of confidentiality and 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 you come into contact by virtue of your position as a Non-Executive Independent Director of the Company.

  4. Appointment in Board committees
    You may be asked to serve on one or more of the Board Committees and you will be provided with copies of the terms of reference for each of those Committees.

  5. Fiduciary duties and liabilities
    1. You shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 2013 or the listing agreement or any other Act or Regulations.
    2. You shall display utmost care in approving financial statements.
    3. You shall disclose interest in any of the contract or arrangements and also disclose the interest on periodical basis as required under law.
    4. You shall strive to attend and actively participate in all meetings including Board, Committee and General Meetings.
    5. You shall not compromise or allow to compromise “Independence”
    6. You shall not misuse the assets, property, information or any other matter that may be in possession, in the capacity as Director of the Company.
    7. You shall not engage in Insider Trading.

    8. The above list is only indicative and not exhaustive.
      Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, its shareholders, statutory authorities and others. The Companies Act, 2013, envisages huge penalties and imprisonment for such breaches. You are also exposed to Class Action Suit by Shareholders.

  6. Compliance with Code of Business Ethics
    The Company has formulated a detailed Code of Conduct for the Board of Directors and Senior employees of the Company. The Code of Conduct is also displayed in the Company’s website. A copy of the same is enclosed as Annexure -1. You shall annually affirm, in writing, the compliance with the code.

  7. Prohibited actions

    You shall not:
    1. misuse the information in your possession for personal gains.
    2. engage in any way (both directly or indirectly) with the competitors.
    3. in any way indulge in activities which may be construed as conflict of interest.
    4. enter into any contract or arrangements wherein you are directly or indirectly interested.

    5. The above list is only indicative and not exhaustive.

  8. Remuneration and reimbursement of expenses
    You will be paid sitting fee of Rs. 20,000 per meeting of the Board and Rs. 10,000 per meeting of Committee. The expenses incurred for attending the Board or Committee Meetings or any other works will be reimbursed.

  9. Others
    The Appointment Letter is issued based on the Act, Rules and other Regulations prevalent at the time of appointment. Any change in above, shall automatically entail changes in the terms and conditions.
    The Board or its Committee is empowered to review and change the policies and terms and conditions relating to the directors. Any changes, thereof, will be informed to you.