1.1. The Appointment of Independent Directors is for a term as may be approved by Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, subject to the approval of members.
1.2. As an Independent Director, the provisions for retirement by rotation at each Annual General Meeting shall not apply on Independent Director.
2.1. As an Independent Director they may be requested to perform such duties at such times as may be reasonably requested and comply with such reasonable directions as may be given by the Board from time to time; this will include service on such Board Committees to which they are appointed by the Board. Their time commitment to the Board will include (but not be limited to) devoting appropriate time in advance to prepare for Board Meetings and attending Board meetings, Board Committee meetings and General Meetings of the Company’s shareholders. Such meetings are expected to be held generally through Video Conference or in person meeting in Gurugram . The terms of reference for each of the Board Committees will be made available to Independent Director by the Company Secretary and Compliance Officer.
2.2. As an Independent Director of the Company, they will owe certain duties to the Company and to the investors, and their ability to deal in the Company’s shares will be restricted once the Company is listed.
2.3. Board expects them to perform their duties, whether statutory or fiduciary faithfully, efficiently and diligently to a standard consummate with both the functions of their role as an Independent Director and knowledge, skills and experience.
2.4. They are requested to acquaint themself with the Company’s operations and businesses and update themself regularly.
2.5. They will exercise their powers in their role as an Independent Director having regard to the relevant obligations under prevailing law including Companies Act, 2013, SEBI (LODR), 2015 as amended from time to time.
2.6. By their acceptance of this appointment as an Independent Director, they confirm that they are able to devote sufficient time to meet the expectations of their role.
2.7. They agree, during their appointment as an Independent Director under this letter and after its termination, to observe strict secrecy as to the affairs and dealings of the Company and any subsidiary, affiliated or related party of the Company (“Related Party”), or any stakeholder of the Company. Furthermore they agree:
2.7.1. During their appointment (except in the proper and normal performance of their duties as an Independent Director) or at any time after completion of their tenure to not make use of or divulge to any person, any confidential information relating to the Company, any Related Party or any stakeholder of the Company without the prior written consent of the Board; and
2.7.2. During their appointment to use all reasonable endeavors to prevent the publication or disclosure of any confidential information relating to the Company, any Related Party or any stakeholder of the Company.
2.8. They shall also abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013, and duties of directors as provided in the said Act.
3.1. Though the Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising its affairs in a responsible and effective manner, in their capacity as an Independent Director they will be held liable in respect of such acts of omission or commission by a company which had occurred with their knowledge, attributable through Board processes and with their consent or connivance or where they have not acted diligently.
3.2. Any breach of duties specified or expected of them as an Independent Director may expose they to penal consequences as specified under the Companies Act, 2013 or any applicable law in force.
4.1. In consideration for Independent Director services as an Independent Director under the terms of this letter, Independent Director remuneration will comprise of a sitting fee for Board/ Committee Meetings and a commission based on the profits of the Company, which would be approved annually by Nomination and Remuneration Committee.
4.2. The amount of commission payable to all non-executive directors including independent directors will be in terms of the provisions of Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force.
4.3. The sitting fees for the Board and Committee meetings shall be as may be determined by the Board. Provided that the sitting fees for each Board/Committee meeting shall be subject to the provisions of Companies Act, 2013 read with applicable rules and as per the Company’s Memorandum and Articles of Association.
4.4. Director’s Fees are reviewed from time to time by the Board.
4.5. During their appointment, the Company will reimburse to Independent Director all reasonable expenses properly incurred by them in connection with their appointment, subject to the production of the relevant invoices or receipts.
4.6. On cessation of their appointment they shall only be entitled to such fees and remuneration as may have accrued up to date of cessation, together with reimbursement as may have accrued up to date of cessation, together with re-imbursement in normal way of any expenses properly incurred prior to that date.
4.7. They are not entitled for any compensation for loss of office as an Independent Director, or as consideration for retirement/ resignation from such office or in connection thereto.
4.8. The remuneration/ fees payable will be subject to tax and statutory deductions or levies.
5.1. Where Independent Director so require, the Company Secretary and Compliance Officer shall arrange for Independent Director to participate in an induction program that includes:
6.1. By Independent Director acceptance of this appointment, they confirm that, apart from those interests disclosed in writing to the Board, they have no existing causes of likely conflict of interest with the business of the Company. In particular, they confirm that they do not serve as a Director of any company in any jurisdiction which carries out any activities which compete with any business carried on by the Company. They are required to immediately disclose any such conflict or potential conflict to the Chairman/ Managing Director / Company Secretary, immediately.
6.2. During their appointment they may not, without the prior agreement of the Board, accept a Directorship of a Company that is, or provide their services to any person who is, a competitor of the Company. The Board’s consent will not be granted if such appointment or involvement would, in the opinion of the Board, conflict with or be likely to interfere with their appointment as an Independent Director.
6.3. Independent Director acknowledge that they shall be appointed as an Independent Director within the meaning understood by the Company and they warrant and represent on a continuing basis that there are no other circumstances which could affect their status as an Independent Director. In particular, they warrant and represent on a continuing basis that:
(Where so requested, they will sign a declaration confirming their independence according to the criteria set out above)
7.1. Subject as set out in clause 1, Independent Director appointment will be for an initial period of 2 years and also as per applicable provisions of the Company Act, 2013 unless terminated by either party giving to the other not less than 30 days notice in writing.
7.2. the Company may end Independent Director appointment immediately (without entitlement to notice, pay in lieu of notice or compensation) in the following cases: 7.2.1. where any of the warranties or representations set out in this letter cease to be accurate;
7.3. where they hold in their personal capacity or as a representative of any corporate person the position of Board Member with any other competitor of the Company in India, or, without the prior consent of the Board, they are appointed to the Board of Directors of any other competitor of the Company in any jurisdiction;
7.4 they incur any disqualifications specified under section 164 of the Companies Act, 2013 or any other provisions contained therein, or by virtue of an order of the Court/ Tribunal of competent jurisdiction in any proceeding unless an appeal is preferred by them against the order of the Court / Tribunal. For their ready reference, the relevant provisions have been extracted and attached to this letter as Annexure B.
7.5 they breach the terms of this letter;
7.6 they are otherwise prohibited by law from acting as a director.
8.1. Independent Director acknowledge the need to hold and retain company information (in whatever format they may receive it) under appropriately secure conditions.
8.2. Independent Director attention is drawn to the requirement under both law and regulation regarding the disclosure of price sensitive information and in particular to SEBI (Prohibition of Insider Trading) Regulations, 1992, read with the amendments from time to time on insider dealing. Independent Director should avoid making any Statements that might risk a breach of these requirements. If in doubt please contact Company Secretary and Compliance Officer.
The Company has a directors’ and officers’ liability policy in place and it is intended to maintain such cover for full term of their appointment. Details of the cover and copy of directors’ and officers’ policy will be available with the Company Secretary and Compliance Officer.
Independent Director engagement with the Company is governed by and shall be construed with the laws of India and their engagement shall be subject to the jurisdiction of the National Company Law Tribunal / Courts in India.
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9 LOCATIONS 23 FACTORIES
From a single factory in Rajpura, Punjab, in 1994, we have today grown to 23 manufacturing facilities across nine locations in India. Our manufacturing facilities have a high degree of backward integration and are strategically located.