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 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
- 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
- there is no conflict of interest, whether direct or indirect, vis-à-vis
- there is no undue gain or advantage either to themself or to their
relatives, partners or associates; and
- 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.