Terms and conditions of appointment of the Independent Directors

The terms and conditions of appointment of the Independent Directors of the Company in accordance with the requirements of Schedule IV to the Companies Act, 2013 (the “Act”) and Regulation 46 (2) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015: Dr. Girish Kumar Ahuja, Ms. Sudha Pillai and Mr. Satwinder Singh have been appointed as Independent Directors of the Company by the members at the Extra-ordinary General Meeting held on September 20, 2017.

  1. APPOINTMENT
    1. The Appointment of Independent Director shall be for an initial term of 2 years commencing on 20.09.2017 unless terminated earlier by either party giving to the other one month’s prior written notice.
    2. Appointment is subject to the Company’s articles of association, as amended from time to time (“Articles”). Nothing in the Appointment letter shall be taken to exclude or vary the terms of the Articles as they apply to Independent Director of the Company. Appointment of Independent Director is subject to confirmation.
    3. Continuation of appointment of Independent Director is contingent on continued
      satisfactory performance and getting re-elected by the shareholders in accordance with the provision of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force and any other relevant statutory provisions
      relating to removal of a Director. If the shareholders do not re-elect Independent
      Director as a Director of the Company, his/her appointment shall terminate automatically, with immediate effect. Independent Director may be required to serve
      on one or more committees of the Board. Independent Director will be provided with
      the relevant terms of reference on their appointment to such a committee. Independent Director also may be asked to serve as an Independent Director on the Board of any of the Company’s subsidiaries or joint ventures. Any such appointment will be covered in a separate communication.
    4. Notwithstanding anything contained in paragraph 1.1 to paragraph 1.4 above, the
      Company may terminate appointment of Independent Director with immediate effect
      if they have:

      1. committed a material breach of his/her obligations under the Appointment letter;
      2. committed any serious or repeated breach or non-observance of his/her obligations to the Company (which include an obligation not to breach his/her statutory, fiduciary or common-law duties);
      3. been guilty of any fraud or dishonesty or acted in any manner which, in the
        Company’s opinion, brings or is likely to bring him/her or the Company into
        disrepute or is materially adverse to the Company’s interests;
      4. been convicted of a criminal offence;
      5. been declared bankrupt or have made an arrangement with or for the benefit
        of his/her creditors, or if he/she has an administration order made against him/her;
      6. been disqualified from acting as a Director;
      7. failed to comply with any regulatory requirements imposed by the Reserve
        Bank of India or any other regulatory authority; or
      8. breached any applicable law that in the opinion of the Company adversely
        impacts the Company.
      9. on failure to meet the parameters of independence as defined in section
        149(6) or on the occurrence of any event as defined in section 167 of the
        Companies Act, 2013.
    5. On termination of appointment, Independent Director shall, at the Company’s
      request, resign from his/her office as Independent Director of the Company.
    6. If matters arise which cause him/her concern about his/her role, he/she should
      discuss these matters with the Chairman or Senior Independent Director of the
      Company. If he/she has any concerns which cannot be resolved, and he/she choose
      to resign for that, or any other, reason, he/she should provide an appropriate written
      statement to the Chairman of the Company.
    7. In compliance with provisions of section 149(13) of the Companies Act, 2013, his/her
      Directorship is not subject to retirement by rotation.
  • TIME COMMITMENT
    1. Independent Director will be 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.
    2. Independent Director will be expected to devote such time as is necessary for the
      proper performance of his/her duties. This will include attendance at Board Meetings,
      the AGM, such other committees of the Board of the Company to which Independent
      Director may be appointed, Board functions and strategy, Meetings with Directors,
      Meetings with shareholders, Meetings forming part of the Board evaluation process
      and updating and training Members. In addition, Independent Director will be
      required to consider all relevant papers before each Meeting. Unless urgent and
      unavoidable circumstances prevent Independent Director from doing so, it is
      expected that Independent Director will attend the Meetings outlined in this
      paragraph. The Board generally meets four times in a year. The Audit Committee
      generally meets atleast four times in a year. Besides, there are other Committee
      Meetings like Nomination and Remuneration Committee, Corporate Social
      Responsibility Committee, Stakeholder Relationship Committee etc. Meetings of
      which are ordinarily convened as per requirements. Independent Director will be
      expected to attend Board and Board Committees to which Independent Director may
      be appointed and Shareholders Meetings and to devote such time to his/her duties,
      as appropriate for him/her to discharge his/her duties effectively. Ordinarily, all
      Meetings are held in Gurgaon except the Annual General Meeting.
    3. The nature of the role makes it impossible to be specific about the maximum time
      commitment. He/ She may be required to devote additional time to the Company in
      respect of planning and ad hoc matters which may arise and particularly when the
      Company is undergoing a period of increased activity. At certain times it may be
      necessary to convene additional Board, Committee or Shareholder Meetings.
    4. The overall time commitment will increase if Independent Director becomes a
      committee member or chair, or if he/she has given additional responsibilities, such as
      being appointed the senior Independent Director of the Company, or other Director
      on the Boards of any of the Company’s subsidiaries. Details of the expected increase
      in time commitment will be covered in any relevant communication confirming the
      additional responsibility.
    5. Independent Director confirm that, taking into account all of their other commitments,
      he/she are able to allocate sufficient time to the Company to discharge his/her
      responsibilities effectively. He/she should obtain the agreement of the chairman of
      the Company before accepting additional commitments that might affect the time
      he/she is able to devote to his/her role as an Independent Director of the Company.
    6. Independent Director confirms that he/she is able to allocate sufficient time to meet
      the expectations from his/her role to the satisfaction of the Board.
  • ROLES AND DUTIES
    1. The Board as a whole is collectively responsible for the success of the Company.
      The Board’s role is to:

      1. provide entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;
      2. set the Company’s strategic aims, ensure that the necessary financial and human resources are in place for the Company to meet its objectives, and review management performance; and
      3. set the Company’s values and standards and ensure that its obligations to its shareholders and others are understood and met.
    2. Independent Director is expected to perform his/her duties (whether statutory,
      fiduciary or common law) faithfully, diligently and to a standard commensurate with
      the functions of his/her role and his/her knowledge, skills and experience.
    3. He/she shall exercise his/her powers in his/her role as an Independent Director of the Company, having regard to relevant obligations under prevailing law and regulation, including any Company law legislation, corporate codes and associated guidance as well as other regulatory requirements governing the Company.
    4. He/she shall have particular regard to the general duties of Directors in Section 166
      of the of the Companies Act 2013 (the “Companies Act”) and specifically in relation
      to the Independent Directors as set out in Section 149 read with Schedule IV of the
      Companies Act, 2013 (detailed in Annexure A) or any other applicable laws,
      including the duty to promote the success of the Company under which all Directors
      must act in the way they consider, in good faith, would be most likely to promote the
      success of the Company for the benefit of its members as a whole. In doing so, as a
      Director of the Company, he/she must have regard (among other matters) to:

      1. the likely consequences of any decision in the long term;
      2. the interests of the Company’s employees;
      3. the need to foster the Company’s business relationships with suppliers,
        customers and others;
      4. the impact of the Company’s operations on the community and the environment;
      5. the desirability of the Company maintaining a reputation for high standards
        of business conduct; and
      6. the need to act fairly as between the members of the Company.
    5. In his/her role as an Independent Director of the Company, he/she shall also be
      required to:

      1. constructively contribute to the development of strategy;

scrutinise the performance of management in Meeting agreed goals and objectives and monitor the reporting of performance;

  • satisfy himself/herself on the integrity of financial information and that
    financial controls and systems of risk management are robust and defensible;
  • be responsible for determining appropriate levels of remuneration of executive Directors, key managerial personnel and senior management and have a prime role in appointing and, where necessary recommend removing of executive Directors, key managerial personnel and senior management and in succession planning;
  • help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
  • bring an objective view in the evaluation of the performance of board and
    management;
  • balance the conflicting interest of the stakeholders; and
  • moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest.
  • devote time to developing and refreshing his/her knowledge and skills;
  • uphold high standards of integrity and probity and support the chairman and
    executive Directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
  • insist on receiving high-quality information sufficiently in advance of Board
    Meetings;
  • take into account the views of shareholders and other stakeholders where
    appropriate and safeguard the interests of all stakeholders, particularly the minority shareholders;
  • make sufficient time available to discharge his/her responsibilities effectively;
  • exercise relevant powers under, and abide by, the Articles;
  • disclose the nature and extent of any direct or indirect interest he/she may have in any matter being considered at a Board or committee Meeting and, except as permitted under the Articles he/she will not vote on any resolution of the Board, or of one of its committees, on any matter where he/she has any direct or indirect interest;
  • immediately report his/her own wrongdoing or the wrongdoing or proposed
    wrongdoing of any employee or other Director of the Company of which he/she become aware;
  • exercise his/her powers as a Director in accordance with the Company’s
    policies and procedures and internal control framework; and
  • not do anything that would cause him/her to be disqualified from acting as a
    Director.

 

  • Unless the Board specifically authorises him/her to do so, he/she shall not enter into any legal or other commitment or contract on behalf of the Company.
  • He/she shall be entitled to request all relevant information about the Company’s affairs as is reasonably necessary to enable him/her to discharge his/her responsibilities as an Independent Director of the Company.
    In addition to the above requirements the Board of Directors also expect him/her to
    perform the following functions:

    1. He/she should constructively challenge and help develop proposals on strategy for growth of the Company.
    2. He/she should evaluate the performance of management in Meeting agreed goals and objectives.
    3. He/she should satisfy himself/herself on the integrity of financial information
      and that financial controls and systems of risk management are effective and
      defensible.
    4. He/she are responsible for determining appropriate levels of remuneration of
      Executive Directors and have a prime role in appointing, and where necessary, removing Executive Directors and in succession planning.
    5. He/she will take responsibility for the processes for accurately reporting on
      performance and the financial position of the Company.
    6. He/she should keep governance and compliance with the applicable legislation and regulations under review and the conformity of Company’s practices to accepted norms.
  • FEES AND EXPENSES
    1. He/she shall be paid sitting fees of Rs. 75,000/- (Rupees Seventy Five Thousand
      Only) per meeting of the Board and Rs. 50,000/- (Rupees Fifty Thousand) for per
      Committee Meetings. This fee covers all duties, save for those relating to service on
      any Board committee, whether as Chairman or Committee member.
    2. He/she will comply with the Company’s requirements regarding any maximum
      shareholding level (agreed from time to time by the Board).
    3. The Company shall reimburse him/her for all reasonable and properly documented
      expenses that he/she incurs in performing the duties of him/her office.
    4. On termination of his/her appointment, he/she shall only be entitled to such fees as may have accrued to the date of termination, together with reimbursement in the
      normal way of any expenses properly incurred before that date.
  • INDEPENDENT PROFESSIONAL ADVICEIn some circumstances he/she may consider that he/she need professional advice in
    the furtherance of his/her duties as a Director and it may be appropriate for him/her
    to seek advice from independent advisers at the Company’s expense. The Company
    shall reimburse the reasonable cost of expenditure incurred by him/her in accordance
    with its policy.
  • OUTSIDE INTERESTS
    1. As a condition precedent to commencement of his her appointment, he/she is
      required to declare any such Directorships, appointments and interests to the Board
      in writing in the prescribed form. In the first board Meeting in which he/she participate as a Director of the Company and thereafter 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 that he/she meet criteria for independence as specified in Section 149 of the Companies Act.
    2. He/she must inform the chairman in advance of any changes to these commitments.
      In certain circumstances, he/she may have to seek the Board’s agreement before
      accepting further commitments which either might give rise to a conflict of interest or
      a conflict with any of his/her duties to the Company, or which might impact on the
      time that he/she is able to devote to his/her role at the Company.
    3. It is accepted and acknowledged that he/she may have business interests other than
      those of the Company and he/she has declared any conflicts that are apparent at
      present. If he/she becomes aware of any further potential or actual conflicts of
      interest, these should be disclosed to the chairman and Company secretary as soon
      as he/she becomes aware of them and again he/she may have to seek the
      agreement of the Board.
    4. He/she must also ensure that he/she make appropriate disclosures as may be
      required by any law or regulation in order to avoid any conflict or to ensure effective
      statutory reporting of related or interested party transactions.
    5. The Board has determined that he/she are independent according to the provisions
      of applicable laws, codes and guidelines.
  • CONFIDENTIALITY
    1. Independent Director acknowledge that all information acquired during his/her
      appointment is confidential to the Company and should not be released, communicated or disclosed to third parties or used for any reason other than in the interests of the Company, either during his/her appointment or following termination (by whatever means), without prior approval from the chairman. This restriction shall cease to apply to any confidential information which may (other than by reason of his/her breach) become available to the public generally.
    2. Independent Director acknowledges need to hold and retain Company information (in
      whatever format he/she may receive it) under appropriately secure conditions.
  • INSIDE INFORMATION AND DEALING IN THE COMPANY’S SHARESDuring his/her period of appointment he/she are required to comply with the
    provisions of regulations, guidelines and codes in relation to dealing in the
    Company’s publicly traded or quoted securities, and any such other code as the
    Company may adopt from time to time which sets out the terms for dealings by
    Directors in the Company’s publicly traded or quoted securities.
  • EVALUATIONThe Board of Directors will carry out an evaluation of the performance of the Board
    as a whole, Board Committees and Directors on an annual basis as per Company’s
    Policy. Appointment and Reappointment of Independent Director on the Board shall
    be subject to the outcome of the yearly evaluation process.
  • PUBLICATION OF THE LETTER OF APPOINTMENTIn line with provision of Clause IV sub clause 6 of Schedule IV, under Companies Act,
    2013, the Company will make public the terms and conditions of Independent Director
    appointment and will also arrange for it to be displayed on the Company’s website.
  • INSURANCE AND INDEMNITYThe Company has Directors’ and officers’ liability insurance and it intends to maintain such cover for the full term of Independent Director Appointment.
  • CHANGES TO PERSONAL DETAILSHe/she shall advise the Company Secretary and Compliance officer of the Company
    promptly of any change in his/her address or other personal contact details.
  • RETURN OF PROPERTYOn termination of his/her appointment with the Company however arising, or at any
    time at the Board’s request, he/she shall immediately return to the Company all
    documents, records, papers or other property belonging to the Company which may
    be in his/her possession or under his/her control, and which relate in any way to the
    Company’s or a group Company’s business affairs and he/she shall not retain any
    copies thereof.
  • MORAL RIGHTSHe/she hereby irrevocably waive any moral rights in all works prepared by him/her, in the provision of his/her services to the Company, to which he/she is now or may at
    any future time be entitled under any law in any jurisdiction, including (but without
    limitation) the right to be identified, the right of integrity and the right against false attribution, and agree not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such works or other materials, infringes his/her moral rights.
  • POST-TERMINATION RESTRICTIONBy countersignature of this letter and in consideration for the fees payable to him/her under the terms of this letter, he/she agree that, in order to protect the confidential information, trade secrets and business connections of the Company and each Company in the Company’s group to which he/she has access as a result of his/her appointment, he/she will not (without the previous consent in writing of the
    Company), for the period of twenty four months immediately after the termination of
    his/her appointment, whether as principal or agent and whether alone or jointly with,
    or as a Director, manager, partner, shareholder, employee consultant of, any other
    person, carry on or be engaged, concerned or interested in any business which is
    similar to or which is (or intends to be) in competition with any business being carried on by the Company or any Company in the Company’s group.
  • LIABILITYFor any breach by Independent Director of the duties set out under Clause 2 above
    and general responsibilities towards the Company, Independent Director will be subject to the penal consequences as set out under applicable laws. Subject to applicable laws, in relation to the Company, Independent Director would be liable for such acts of omission or commission by the Company which had occurred with his/her knowledge, attributable through Board processes, and with his/her consent or connivance, or where he/she has not acted diligently.
  • DATA PROTECTION
    1. By signing the Appointment letter Independent Director consent to the Company
      holding and processing data about him/her for legal, personnel, administrative and
      management purposes and in particular to the processing of any personal data (as
      may be defined in data protection legislation) relating to him/her including, as
      appropriate:

      1. information about his/her physical or mental health or condition in order to
        monitor sick leave and take decisions as to his/her fitness to perform his/her
        duties; or
      2. his/her racial or ethnic origin or religious or similar beliefs in order to monitor compliance with equal opportunities legislation; or
      3. information relating to any civil or criminal proceedings in which he/she has
        been involved for insurance purposes and in order to comply with legal requirements and obligations to third parties.
  • ENTIRE AGREEMENT
    1. The Appointment Letter and any document referred in the same constitutes the entire terms and conditions of Independent Director appointment and supersedes and
      extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between him/her and the Company, whether written or oral, relating to its subject matter.
    2. He/she agree that he/she shall have no remedies in respect of any representation, assurance or warranty (whether made innocently or negligently) that is not set out in this letter and he/she shall not have any claim for innocent or negligent misrepresentation/misstatement based on any statement in this letter.
  • VARIATIONNo variation in appointment letter shall be effective unless it is in writing and signed by Independent Director and the Company (or respective authorised representatives).
  • GOVERNING LAW AND JURISDICTIONAppointment of Independent Director with the Company and any dispute or claim
    arising out of or in connection with it or its subject matter or formation (including non- contractual disputes or claims) shall be governed by and construed in accordance
    with the law of India AND the Independent Director and the Company irrevocably
    agree that the courts of New Delhi shall have exclusive jurisdiction to settle any
    dispute or claim that arises out of or in connection with this appointment or its subject
    matter or formation (including non-contractual disputes or claims).