Terms and Conditions of Appointment of Independent Directors
1. The term of appointment as an Independent Director is for a period of 5(five) years.
2. A Non-Executive Director expected to bring objectivity and independence of view to
the Board’s discussions and to help provide the Board with effective leadership in
relation to the Company’s strategy, performance, and risk management as well as
ensuring high standards of financial probity and corporate governance. The Board
expects to provide practical guidance in a wide variety of areas including:
- enabling the Board to make best use of time so that sufficient consideration is
given to the development of strategy and the management structure;
- objective assessment of the company’s performance and guidance on principles
of corporate legislation and compliance;
- communication with government authorities, suppliers, employees and
- ensuring the board has adequate systems to safeguard the interests of the
company where these may conflict with personal interests of individual
- ensuring that all shareholders are being provided with sufficient and timely
information with which to monitor the performance of the company;
- to help ensure that the company makes and implements proper and timely plans
for management successions.
3. Being an Independent Directors it is expected to attend Board, Board Committees to
which appointed as a member and Shareholders meetings and to devote such time to
their duties, as appropriate for the Independent Director to discharge their duties
4. They have to allocate sufficient time to meet the expectations from their role to the
satisfaction of the Board.
5. Role and Duties
Role and duties will be those normally required of a Non-Executive Independent
Director under the Companies Act, 2013 and the listing agreement. There are certain
duties prescribed for all Directors, both Executive and Non-Executive, which are
fiduciary in nature and are as under:
- They shall act in accordance with the Company’s Articles of Association.
- They shall 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 interest of the Company.
- They shall discharge your duties with due and reasonable care, skill and
- They shall not involve yourself in a situation in which they may have a direct
or indirect interest that conflicts, or possibly may conflict, with the interest of
- They shall not achieve or attempt to achieve any undue gain or advantage
either to yourself or to your relatives, partners or associates.
- They shall not assign their office as Director and any assignments so made
shall be void.
6. Status of Appointment
- They will not be an employee of the Company. Being Non Executive
Independent Directors they will be paid such remuneration by way of sitting
fees for meetings of the Board and its Committees as may be decided by the
Board and approved by the Shareholders from time to time. In view of current
financial position of the Company, remuneration by way of commission may be
considered only on earning of profit, with the approval of the Board and
shareholders of the Company in future.
- The sitting fees presently paid to the Non-Executive Independent Director is
Rs. 20,000/-(Rupees Twenty Thousand Only) per meeting of the Board or a
7. Reimbursement of Expenses
In addition to the remuneration described in paragraph 6, the Company will, for the
period of their appointment, reimburse them for actual travelling expenses incurred by
them in the performance of their role and duties.
8. Conflict of Interest
- It is accepted and acknowledged that the Independent Directors may have
business interests other than those of the Company. As a condition to their
appointment commencing, they are required to declare any such directorships,
appointments and interests to the Board in writing in the prescribed form at the
time of their appointment.
- In the event that their circumstances seem likely to change and might give rise
to a conflict of interest or, when applicable, circumstances that might lead the
Board to revise its judgement that you are independent, this should be disclosed
to both the Chairman and the Secretary.
- The Independent Directors may resign from their position at any time and by
serving a reasonable written notice on the Board.
- The appointment may also be terminated in accordance with the provisions of
the Articles of Association of the Company from time to time in force