About Us > Terms And Conditions Of Appointment Of Independent Directors
Terms And Conditions Of Appointment Of Independent Directors
The appointment shall be for a term of five consecutive years w.e.f 26th September,
2014 upto 25th September, 2019.”
Notwithstanding the other provisions, the Appointment may be terminated at any
time by the Company in accordance with the Companies Act, 2013 or Articles of Association
or the Director may resign by written notice.
No remuneration shall be paid to Independent Directors except by way of sitting
fee for attending meetings of the Board and its Committees as may be decided by
the Board from time to time. The sitting fee presently paid to Independent Director
is as under:
Type of Meeting
Audit Committee Meeting
Nomination and Remuneration Committee Meeting
Stakeholders Relationship Committe Meeting
In addition to above, directors will be entitled for reimbursement of the travel,
hotel and other incidental expenses incurred in the performance of their role and
3. Board Committees:
During the tenure of office, Independent directors may be requested to serve on
one or more Committees of the Board and in the event of acceptance of such request(s)
they will be provided with the relevant Committee’s terms of reference and specific
4. Role, duties and Responsibilities :
The role and duties of Independent Directors will be as required under the Companies
Act, 2013 and the Listing Agreement with the Stock Exchanges, which shall inter-alia
- To 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;
- To scrutinize the performance of management in meeting agreed goals and objectives
and monitor the reporting of performance;
- To safeguard the interests of all stakeholders, particularly the minority shareholders;
- To act in accordance with the Company’s Articles of Association.
- To act in good faith in order to promote the objects of the Company in the best
interests of the Company, its employees, the Shareholders and the community.
- To discharge your duties with due and reasonable care and diligence, skill and diligence
and shall exercise independent judgment.
- Not to achieve or attempt to achieve any undue gain or advantage either for yourself
or for your relatives, partners or associates.
- Not to assign your office as Director and such assignment, if occurs, shall be void.
The liability that devolves pursuant to the appointment would be as per the applicable
laws and Articles of Association of the Company.
Conflict of Interest:
Independent Directors are required to promptly notify any change in their Directorships,appointments
and interest in any manner whatsoever. In the event that circumstances seem likely
to change and could give rise to a conflict of interest or, when applicable,circumstances
that lead the Board to revise its judgment on director’s independence, the same
should be disclosed to both the Chairman and the Company Secretary of the Company.
Code of Conduct:
The Independent Directors are required to comply with the Code of Conduct as provided
in Schedule IV to the Companies Act, 2013. Independent Directors are also requested
to give a declaration that they meet the criteria of ‘independence’ at the first
meeting of the Board in every financial year pursuant to the provisions of Section
149(7) of the Companies Act, 2013.
Independent Directors are also required to abide by Company’s Code of Conduct for
Directors and Principal executives.
All information acquired during the tenure of Independent directors is confidential
to the Company and shall not be released, either during the appointment or following
termination (by whatever means) to third parties without prior clearance from the
Chairman, unless required by law or by the rules of any Sock Exchange or any regulatory
Resignation or removal
The resignation or removal of an Independent Director shall be in the manner as
provided under Sections 168 and 169 of the Companies Act, 20 13.