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Appointment

1. The appointment of Independent Director will be for a term of five consecutive years. The appointment will be subject to the approval of shareholders at the ensuing annual general meeting of the Company and the Independent director shall not be liable to retirement by rotation.
2. During the tenure as an Independent Director, the Independent Director may be asked to serve on one or more of the Board Committees. Copies of the terms of reference for each of those Committees would be as approved by the Board.
3. The Independent Director will have to strictly abide by the Code for Independent Directors referred to above.
4. The Company expects a commitment of sufficient time and attention as necessary in order to perform the duties under the appointment. This will include attendance at regular and emergency Board meetings, any annual meeting of Independent Directors and the Annual General Meeting. The Independent Director may also be required to attend regular meetings of any Board committee of which he/she is a member. In addition, he/she will be expected to devote appropriate preparation time ahead of each meeting.
5. By accepting the appointment, the Independent Director confirms that he/she is able to allocate sufficient time to perform his/her role.

Role & Duties

6. As a Non-Executive Independent Director, he/she shall have the same general legal responsibilities to the Company as any other Director, except that he/she shall be held liable only in respect of such acts of omission or commission by a company which had occurred with his/her knowledge, attributable through board processes and with his/her consent or connivance or where he/she had not acted diligently. As an Independent Director, he/she will be bound by the Code for Independent Directors as mentioned under Schedule IV to the Companies Act, 2013.
7. The Independent Director will have to adhere to the following duties of directors, which are more specifically stipulated in Section 166 of the Companies Act, 2013, as under –
(1) Subject to the provisions of this Act, to act in accordance with the articles of the company.
(2) To 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.
(3) To exercise his/her duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
(4) To not involve himself/herself in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
(5) To not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
(6) To not assign his/her office.
(7) To ensure that the Company operates at all times within applicable laws and regulations and ethical and moral standards;
(8) To act in accordance with the laws and regulations of the country and the Memorandum and Articles of Association of the Company.

Other directorships and business interests

8. The Company acknowledges that the Independent Director may have business interests other than those of the Company and that he/she may have declared any conflicts that are apparent at present. In the event that Independent Director becomes aware of any potential conflicts of interest, not declared so far, these may be disclosed to the Chairman and Company Secretary as soon as they become apparent.
9. During the appointment, the Independent Director may please inform us prior to accepting any other (or further) directorships of publicly quoted companies or any major external appointments, to avoid any conflict of interest with his/her current position in the Company.

Code of Conduct & other compliances

10. During the appointment, he/she will have to comply with any relevant regulations as may be issued by the Government of India and such other authorized bodies as set up by the Government on its behalf, including the Code for Independent Directors, Insider Trading Code and such other requirements as the Board of Directors may from time to time specify.
11. At the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his/her status as an independent director, he/she shall give a declaration to that effect confirming that he/she meets the criteria of independence as provided in Section 149(6), in the format as prescribed by the law.

Confidentiality

12. He/she 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 he/she may come into contact by virtue of his/her position as a Non-Executive Independent Director of the Company.
13. He/she has to adhere to the requirements under both legislation and regulation as to the disclosure of price-sensitive information. Consequently he/she should avoid making any statements that might risk a breach of these requirements without prior clearance from the Chairman or Company Secretary.
14. On termination of the appointment, the Independent Director will deliver to the Company all books, document, papers and other property of or relating to the business of the Company which are in his/her possession, custody or power by virtue of his/her position as a Non-Executive Independent Director of the Company.

Performance Review Process

15. The performance of individual Directors and the whole Board and its Committees shall be evaluated by the Remuneration & Nomination Committee. If, in the interim, there are any matters arising in connection with his/her role as a Non-Executive Independent Director which cause him/her concern, he/she may discuss with us as soon as appropriate.

General

16. The appointment, remuneration, professional conduct, role, functions and duties shall be governed by the Companies Act, 2013 and the Rules made thereunder, as amended from time to time. This agreement is governed by and will be interpreted in accordance with Indian law and the engagement shall be subject to the jurisdiction of the Indian courts.


 
 
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