1. Appointment
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.

2. Remuneration:
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 Fees
Board Meeting 20000
Audit Committee Meeting 20000
Nomination and Remuneration Committee Meeting 10000
Stakeholders Relationship Committe Meeting 10000

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 duties.

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 responsibilities.

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 include:

a. 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;

b. To scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

c. To safeguard the interests of all stakeholders, particularly the minority shareholders;

d. To act in accordance with the Company’s Articles of Association.

e. 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.

f. To discharge your duties with due and reasonable care and diligence, skill and diligence and shall exercise independent judgment.

g. Not to achieve or attempt to achieve any undue gain or advantage either for yourself or for your relatives, partners or associates.

h. 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.

Evaluation Processes:
Independent Directors performance evaluation shall be done by the entire Board of Directors annually, excluding the director being evaluated .

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 body.

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, 2013.