Terms of Appointment of Independent Directors

On behalf of the Company, I write to confirm your appointment as an Independent Director of our Company as per the provisions of the Companies Act, 2013 read with relevant rules and regulations made there under (“the Act”) with effect from September 10, 2016. Set below are the terms of your appointment:

Duration of Appointment:

In accordance with the provisions of the Act, and other applicable laws and relevant rules, you will serve as an Independent Director of the Board of the Company for a period of 5 (five) years i.e. upto September 9, 2021. As an Independent Director, you will not be liable to retire by rotation. Your re-appointment for another consecutive term of 5 (five) years after the current term shall be on the basis of report of performance evaluation and subject to the approval of Shareholders by way of Special Resolution in the General Meeting of the Company.

Remuneration & Expenses:

You will be entitled to a sitting fees for attending each meeting of the Board Rs. 2,500.00/- and Committees Rs. 1,000.00/- to which you are a member respectively. The Board on its discretion has the power to increase the sitting fees from time to time as per the provisions of the Act and Articles of Association of the Company. You will be reimbursed for all approved expenses incurred by you in performance of duties as per the provisions of the Act and in accordance with the Company rules and policy. In addition, should you be requested to perform other work for the Company outside the scope of usual Directors’ duties, you may be entitled to additional remuneration as agreed with the Chairman at that time.

Commitments:

A. Independent Director

You will be expected to devote such time as is necessary for the proper performance of your duties and as an Independent Director you will be involved in a number of Board and Committee meetings each year. You should strive to attend all the scheduled quarterly Board Meetings, General Meetings, Committee Board Meetings and other meetings or attendance as necessary.

As an Independent Director, you should be present in at least 1 (one) Board meeting a year, minimum 1 (one) separate meeting that the Independent Directors are required to conduct in a year in addition to the meetings of Committees that they are members thereof.

B. The Company
The Company shall provide you with adequate notice of the dates of proposed Board Meeting, General Meetings, and meetings of Committees. As per the provisions of the Act, the Company is expected to give you an advance notice of minimum 5 (five) to 7 (seven) days of every Board Meeting and committee meetings, except when the same are conducted at shorter notice after complying with the provisions of the Act.

Code of Conduct, Functions and Duties:

You will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience. You will have all the usual duties of the Independent Director under the Company law, including attendance at Board Meetings, the Annual General Meetings, Committee Meetings and other Board Events such as site visits, together with such additional duties, as may be agreed with the Board, and which may relate with the business of the Company or any other member of the group. It is expected that you will familiarize yourself with the relevant Directors’ Duties, roles and responsibilities as prescribed under the Act.

The Board of Directors may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. Your appointment on such Committee(s) will be subject to the applicable laws framed there under.

Liability:

As an Independent Director you will be liable only in respect of such acts of omission or commission by the Company which had occurred with your knowledge, attributable through Board processes, and with your consent to connivance or where you had not acted diligently.

Conflict of Interest:

By accepting this appointment you will be deemed to have confirmed that any other position you hold including your directorships in other organizations, shall not give rise to any conflicts of interest in relation to your appointment as an Independent Director of the Company. Should you become aware of any conflict or potential conflict during your appointment, you are expected to notify the Company Secretary in this regard.

As an Independent Director, you shall not engage in any activity that is not expected from you as an Independent Director.

Disclosures:

You are required to disclose to the Company your interest and any matters which affect your independence. During your tenure as an Independent Director you are required to give a declaration that you meet the criteria of Independence every financial year as provided under section 149 (6) of the Act.

You are required to abide with Code for Independent Directors (Enclosed as Annexure 1)

Additionally, being a Director of the Company you are also bound by the duties imposed on the Board of Directors under Section 166 of the Act. (Enclosed as Annexure 2)

Directors’ Insurance:

The Company may obtain a Directors’ & Officers’ liability Insurance Policy for you. Details of the same will be provided to you as and when such policy is taken by the Company.

Confidentiality and Access to Company Records:

As a Director of the Company, you might have access to Company’s documents and records, including financial records. Any confidential information which may come to your knowledge in the performance of your duties as a Director of the Company must not be divulged, except so far as:

a. May be necessary in connection with the proper performance of your duties to the Company;
b. The Company may from time to time authorise you to disclose such information as may be required by you with the condition that you will take all reasonable precautions as may be necessary to maintain the secrecy and confidentiality of all confidential information of the Company;
c. You may be required by law to disclose under the law

Termination:

You may resign from the directorship of the Company at any time by serving at least 2 months written notice to the Board stating out the reason of your intension to resign or to not seek re-appointment. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by you in the notice, whichever is later.

You may be required to vacate office for any reason pursuant to any provisions of the Act.
Terms of Appointment:

On behalf of the Company, I write to confirm your appointment as an Independent Director of our Company as per the provisions of the Companies Act, 2013 read with relevant rules and regulations made there under (“the Act”) with effect from September 10, 2016. Set below are the terms of your appointment:

Duration of Appointment:

In accordance with the provisions of the Act, and other applicable laws and relevant rules, you will serve as an Independent Director of the Board of the Company for a period of 5 (five) years i.e. upto September 9, 2021. As an Independent Director, you will not be liable to retire by rotation. Your re-appointment for another consecutive term of 5 (five) years after the current term shall be on the basis of report of performance evaluation and subject to the approval of Shareholders by way of Special Resolution in the General Meeting of the Company.

Remuneration & Expenses:

You will be entitled to a sitting fees for attending each meeting of the Board ` 2,500.00/- and Committees ` 1,000.00/- to which you are a member respectively. The Board on its discretion has the power to increase the sitting fees from time to time as per the provisions of the Act and Articles of Association of the Company. You will be reimbursed for all approved expenses incurred by you in performance of duties as per the provisions of the Act and in accordance with the Company rules and policy. In addition, should you be requested to perform other work for the Company outside the scope of usual Directors’ duties, you may be entitled to additional remuneration as agreed with the Chairman at that time.

Commitments:

A. Independent Director

You will be expected to devote such time as is necessary for the proper performance of your duties and as an Independent Director you will be involved in a number of Board and Committee meetings each year. You should strive to attend all the scheduled quarterly Board Meetings, General Meetings, Committee Board Meetings and other meetings or attendance as necessary.

As an Independent Director, you should be present in at least 1 (one) Board meeting a year, minimum 1 (one) separate meeting that the Independent Directors are required to conduct in a year in addition to the meetings of Committees that they are members thereof.

B. The Company
The Company shall provide you with adequate notice of the dates of proposed Board Meeting, General Meetings, and meetings of Committees. As per the provisions of the Act, the Company is expected to give you an advance notice of minimum 5 (five) to 7 (seven) days of every Board Meeting and committee meetings, except when the same are conducted at shorter notice after complying with the provisions of the Act.

Code of Conduct, Functions and Duties:

You will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge, skills and experience. You will have all the usual duties of the Independent Director under the Company law, including attendance at Board Meetings, the Annual General Meetings, Committee Meetings and other Board Events such as site visits, together with such additional duties, as may be agreed with the Board, and which may relate with the business of the Company or any other member of the group. It is expected that you will familiarize yourself with the relevant Directors’ Duties, roles and responsibilities as prescribed under the Act.

The Board of Directors may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. Your appointment on such Committee(s) will be subject to the applicable laws framed there under.

Liability:

As an Independent Director you will be liable only in respect of such acts of omission or commission by the Company which had occurred with your knowledge, attributable through Board processes, and with your consent to connivance or where you had not acted diligently.

Conflict of Interest:

By accepting this appointment you will be deemed to have confirmed that any other position you hold including your directorships in other organizations, shall not give rise to any conflicts of interest in relation to your appointment as an Independent Director of the Company. Should you become aware of any conflict or potential conflict during your appointment, you are expected to notify the Company Secretary in this regard.

As an Independent Director, you shall not engage in any activity that is not expected from you as an Independent Director.

Disclosures:

You are required to disclose to the Company your interest and any matters which affect your independence. During your tenure as an Independent Director you are required to give a declaration that you meet the criteria of Independence every financial year as provided under section 149 (6) of the Act.

You are required to abide with Code for Independent Directors (Enclosed as Annexure 1)

Additionally, being a Director of the Company you are also bound by the duties imposed on the Board of Directors under Section 166 of the Act. (Enclosed as Annexure 2)

Directors’ Insurance:

The Company may obtain a Directors’ & Officers’ liability Insurance Policy for you. Details of the same will be provided to you as and when such policy is taken by the Company.

Confidentiality and Access to Company Records:

As a Director of the Company, you might have access to Company’s documents and records, including financial records. Any confidential information which may come to your knowledge in the performance of your duties as a Director of the Company must not be divulged, except so far as:

a. May be necessary in connection with the proper performance of your duties to the Company;
b. The Company may from time to time authorise you to disclose such information as may be required by you with the condition that you will take all reasonable precautions as may be necessary to maintain the secrecy and confidentiality of all confidential information of the Company;
c. You may be required by law to disclose under the law

Termination:

You may resign from the directorship of the Company at any time by serving at least 2 months written notice to the Board stating out the reason of your intension to resign or to not seek re-appointment. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by you in the notice, whichever is later.

You may be required to vacate office for any reason pursuant to any provisions of the Act.