Draft Letter Of Appointment To Independent Director (Page 4 of 5) in pdf

with your position as Independent Director of the Company, you shall promptly disclose the

same to the Company.

Further, you shall provide a declaration under Section 149(6) of the Act, upon any change in

circumstances which may affect your status as an Independent Director.

9. Termination

Your Directorship on the Board of the Company shall terminate or cease in accordance with

law. Apart from the grounds of termination as specified in the Act, your Directorship may be

terminated for violation of any provision of the Code of Conduct of the Company.

You may resign from the Directorship of the Company by giving a notice in writing to the

Company stating the reasons for resignation. The resignation shall take effect from the date on

which the notice is received by the Company or the date, if any, specified by you in the notice,

whichever is later.

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

in accordance with provisions of the Companies Act, 2013, listing agreement and the Articles of

Association of the Company, from time to time in force. You will not be entitled to any

compensation if the shareholders do not re-elect you at any time.

If, at any stage during the term, there is a change that may affect your status as an Independent

Director as envisaged in Section 149(6) of the Act, or if applicable, you fail to meet the criteria

for “independence” under the provisions of Clause 49 of the Listing Agreement, you agree to

promptly submit your resignation to the Company with effect from the date of such Change.

10. Changes of personal details

During the term, you shall promptly intimate the Company Secretary and the Registrar of

Companies in the prescribed manner, of any change in address or other contact and personal

details provided to the Company.

11. Publication of the letter of appointment

In line with provisions of the Companies Act, 2013, the Company may make public a generic

copy of this letter on its website.

12. Miscellaneous

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This letter represents the entire understanding, and constitutes the whole agreement, in

relation to your appointment and supersedes any previous agreement between yourself and

the Company with respect thereto and, without prejudice to the generality of the foregoing,

excludes any warranty, condition or other undertaking implied at law or by custom.

Draft Letter Of Appointment To Independent Director Page 4