Terms of Appointment of Independent Directors

The Company has issued a letter of appointment to all Independent Directors, setting out terms of the appointment.

The terms and conditions of appointment stated in the appointment letter cover the following:

• The terms and conditions of appointment, as set out in the appointment letter, are in compliance with the provisions of the Companies Act, 2013 (“the Act”).
• The period/tenure of Appointment.
• The appointment is subject to provisions of the Companies Act, 2013 and the Rules made there under, in particular the provisions of Section 168, 169 dealing with resignation and removal, respectively.
• The Independent Directors shall be governed by the Code of Conduct for Directors (uploaded elsewhere on the Company’s website, hence not stated here).
• Independent Director is to comply with the said Code of Conduct and also Code of Conduct for Prevention of Insider Trading and such other requirements as the Board may, from time to time, specify.
• The names of the sub-committees of the Board working currently and the Committee in which respective Independent Director is a member or Chairman and that he is expected to act in accordance with the terms of reference of the respective Committees.
• Independent Director is expected to attend Board meetings, meetings of the Board Committees to which the Independent Director may be appointed and General Meetings of the Company and to devote such time, as appropriate to discharge his duties effectively.
• Independent Directos are required to attend at least one meeting of Independent Directors every year to review the performance of nonindependent directors and the Board as a whole.
• While discharging the duties as an Independent Director, he will ensure that:
  1. there is no conflict of interest, whether direct or indirect, vis-à-vis the Company;
  2. there is no undue gain or advantage either to themself or to their relatives, partners or associates; and
  3. he will not assign the office as a director.
• Independent Directors are required to disclose to the Company all such circumstances including conflict of interest which might lead the Board to revise its decision about their eligibility to remain as an Independent Director of the Company.
• Independent Directors will be paid such remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board and wherever required to be approved by the shareholders from time to time.