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

Letter Of Appointment As Non-Executive Independent Director Page 4

Directors & Officer (D&O) Insurance

The Company has D&O liability insurance policy amounting to Rs.1600 million to pay for the

personal liability of directors and officers for claims made against them while serving on the Board

and / or as an officer of the Company. The copy of the same shall be provided to your goodself on

the request made for the same.

Termination

You may resign from your position at any time and should you wish to do so, you are requested to

serve a reasonable written notice to the Board.

Continuation of your appointment is contingent on your getting re-elected by the shareholders in

accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the

Company, from time to time in force. You will not be entitled to compensation if the shareholders

do not re-elect you at any time.

Your appointment may also be terminated in accordance with the provisions of the Articles of

Association of the Company from time to time in force. The resignation or removal shall be in the

same manner as is provided in the Companies Act 2013.

Dealings in shares

Your attention is also drawn to the requirements under the applicable regulations and the Company

Insider Trading Code which concern the disclosure of price sensitive information and dealing in

the securities of the Company. You would be required to comply with the Company’s Insider

Trading Code and the SEBI insider trading laws and regulations as may be applicable to the

Company from time to time.

General

All the terms and conditions as mentioned above shall be governed by the Companies Act, 2013,

rules made there under and Corporate Governance Requirements under the Listing Regulations, as

amended from time to time.

This letter and any other contractual obligation arising out of or in connection with the Letter are

governed by and shall be construed in accordance with the laws of India and subject to the exclusive

jurisdiction of the Courts of India.

If you are willing to accept these terms relating to your appointment as a Non-Executive

Independent Director of NTL, kindly confirm your acceptance by signing and returning to us the

enclosed copy of this letter.

Yours Sincerely,

Chairman

Vice Chairman & CEO

Letter Of Appointment As Non-Executive Independent Director Page 4