Letter Of Appointment As Non-Executive Independent Director (Page 3 of 4) in pdf

Independence

The Board of Directors inter alia has given due consideration to your declaration of being qualified

as ‘Independent Director’ in accordance with the provisions of the Companies Act, 2013 and Rules

made there under as well as the Listing Regulations. You are expected to continue to be Independent

Director during your tenure and provide periodic declaration to the effect as required by the

regulation. You will be identified as ‘Independent Director’ in our annual report and other

documents and publications of the Company. If circumstances change and you believe it may not

be possible to retain your independence you should discuss this with the Chairperson as soon as

practicable.

Independent Directors Meeting

As per the provisions of the Companies Act, 2013 and rules made thereunder all Independent

Directors shall have an ‘Independent Directors Only’ meeting at least once in a year to review the

performance of the executive members of the Board including the chairperson of the Company. All

the independent directors of the company shall strive to be present at such meeting.

The meeting shall:

a. review the performance of non-independent directors and the Board as a whole;

b. review the performance of the Chairperson of the company, taking into account the views of

executive directors and non-executive directors;

c. assess the quality, quantity and timeliness of flow of information between the company

management and the Board that is necessary for the Board to effectively and reasonably perform

their duties.

Remuneration

The remuneration payable to you shall be governed by the relevant provisions of the Articles of

Association of the Company and the Companies Act, 2013 and rules made there under. You will

be paid remuneration by way of sitting fees for meetings of the Board and its committee/ sub-

committees as may be decided by the Board of Directors of the Company. Further, you will also be

paid remuneration by way of commission as may be approved by the Board and the shareholders

of the Company from time to time. This amount shall not exceed 1% of the net profit of the

Company for the year calculated as per the provisions of the Companies Act, 2013.

In addition you will also be entitled to reimbursement of all expenses for participation in the Board

and other meetings. You will be entitled to sitting fees for attending each meeting of the Board of

the committees constituted by the Board, as may be decided by the Board of Directors of the

Company from time to time.

Code of Business Conduct

You shall abide by “Code of Conduct for Independent Directors” as per the Schedule IV of the

Companies Act, 2013 and the provisions of the Listing Regulations.

You will apply the highest standards of confidentiality. All information acquired during your

appointment is confidential to NTL and should not be released, either during your appointment or

following termination to third parties without prior clearance from the Chairperson unless required

by law or by the rules of any stock exchange or regulatory body. On reasonable request, you shall

surrender any documents and other materials made available to you by NTL.

Letter Of Appointment As Non-Executive Independent Director Page 3