Letter Of Appointment Of Independent Director Page 2
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12(ii)
act in good faith in order to promote the objects of the Company for the benefit of its
members as a whole, and in the best interest of the Company, and in the best interests
of the Company, its employees, the shareholders, the community and for the
protection of environment.
(iii)
exercise your duties with due and reasonable care, skill and diligence.
(iv)
not involve yourself in a situation in which you may have a direct or indirect interest
that conflicts, or possibly may conflict, with the interest of the Company.
(v)
not achieve or attempt to achieve any undue gain or advantage either to yourself or to
your relatives, partners or associates.
(vi)
not assign your office as Director and any assignments so made shall be void.
You 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 and in Regulation 25 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For your ready
reference, the relevant provisions have been extracted and attached to this letter as Annexure A.
4. Remuneration, etc.
Fees/Commission:
You will be paid such remuneration by way of sitting fees for meetings of the Board and its
Committees as may be decided by the Board and/or approved by the Shareholders from time to
time.
Further, you will also be paid remuneration by way of commission as may be approved by the
Board and the Shareholders from time to time.
Reimbursement of Expenses:
In addition to the remuneration described, hereinabove, the Company will, for the period of your
appointment, reimburse you for travel, hotel and other incidental expenses incurred by you in the
performance of your role and duties.
5. Code of Conduct & other compliances
During the appointment, you will comply with any relevant regulations as may be issued by the
Government of India and such other authorized bodies as set up by the Government on its behalf,
including the Code for Independent Directors, Code of Conduct and Ethics for Directors and
Senior Executives and Insider Trading Code and such other requirements as the Board of
Directors may from time to time specify.
At the first meeting of the Board in every financial year or whenever there is any change in the
circumstances which may affect your status as an independent director, you shall give a
declaration to that effect confirming that you meet the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and Listing Agreement, in the format as per
Annexure B to this Letter.
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