Draft Letter Of Appointment To Independent Director (Page 2 of 5) in pdf

2. Board Committee

The Board may, if it deems fit, invite you for being appointed on one or more existing Board

Committees or any such Committee that may be set up in the future. Your appointment on such

Committee(s) will be subject to the applicable regulations.

3. Role, Duties and Responsibilities

a. The duties and liabilities that come with your appointment would be as per the

provisions of Companies Act, 2013 (including Rules thereunder) and other laws

applicable to the Company, Company’s policies, Code of Ethics and the Articles of

Association of the Company, as may be amended from time to time.

b. You will apply the highest standards of confidentiality, and not disclose to any person

or Company (whether during the course of the tenure as Non-Executive Independent

Director or at any time after its cessation), any confidential information concerning the

Company and any Group Companies with which you come into contact by virtue of

your position as a Director, except as permitted by law or with prior clearance from the

Board of Directors.

c. As a Non-Executive Independent Director you have the same general legal

responsibilities to the Company as any other Director, except that you shall be held

liable only in respect of such acts of omission or commission by a Company which had

occurred with your knowledge, attributable through board processes and with your

consent or connivance or where you had not acted diligently.

d. You will adhere to the following fiduciary duties of directors, as are stipulated in Section

166 of the Companies Act, 2013 –

To act in accordance with the Articles of the Company subject to the provisions of

this Act;

ii.

To 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 interests of the Company, its employees,

the shareholders, the community and for the protection of environment;

iii. To exercise the duties with due and reasonable care, skill and diligence and shall

exercise independent judgment;

iv. Not to involve 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;

Not to achieve or attempt to achieve any undue gain or advantage either to yourself

or to your relatives, partners, or associates and in any case you are found to be

guilty of making any undue gain, you shall be liable to pay an amount equal to that

gain to the Company;

vi. Not to assign director’s office and any assignment so made shall be void.

4. Code of Conduct

During the appointment, you will comply with any relevant regulations as may be issued by the

Central Government and such other authorized bodies as set up by the Government on its

behalf, including the Code for Independent Directors stated under Schedule IV to the Act, as in

Draft Letter Of Appointment To Independent Director Page 2