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Terms & Conditions

Terms & Conditions

The terms and conditions of appointment of the Independent Directors of the Company in
accordance with the requirements of Schedule IV to the Companies Act, 2013:

Members of our Company at their Annual General Meeting held on July 30, 2014 have appointed
Mr. Deepak Ghaisas and Prof. Nitin Sanghavi as an Independent Directors of the Company.

1) TERM

Mr. Deepak Ghaisas

The Appointment of Mr. Ghaisas as an Independent Director is for a term of 5 years beginning from April 1, 2014 till March 31, 2019, unless terminated earlier in accordance with the provisions of applicable law.

He may resign from the directorship of the Company by giving a notice of seven days in writing to the Company stating the reasons for resignation.

Prof. Nitin Sanghavi

The Appointment of Prof. Sanghavi as an Independent Director is for a term of 5 years beginning from April 1, 2014 till March 31, 2019, unless terminated earlier in accordance with the provisions of applicable law.

He may resign from the directorship of the Company by giving a notice of seven days in writing to the Company stating the reasons for resignation.

2) TERMS AND CONDITIONS

Professional conduct:

An Independent Director shall:

  • Uphold ethical standards of integrity and probity;
  • Act objectively and constructively while exercising their duties;
  • Exercise their responsibilities in a bona fide manner in the interest of the Company;
  • Devote sufficient time and attention to their professional obligations for informed and balanced decision making;
  • Not allow any extraneous considerations that will vitiate their exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
  • Not abuse their position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;
  • Refrain from any action that would lead to loss of their independence;
  • Where circumstances arise which make them lose their independence, they must immediately inform the Board accordingly;
  • Assist the Company in implementing the best corporate governance practices

Role and functions:

An Independent Director shall:

  • Assist in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;
  • Bring an objective view in the evaluation of the performance of Board and management;
  • Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
  • Satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
  • Safeguard the interests of all stakeholders, particularly the minority shareholders;
  • Balance the conflicting interest of the stakeholders;
  • Determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;
  • Moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder’s interest.

Duties:

An Independent Director shall:

  • Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
  • Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;
  • Strive to attend all meetings of the Board of Directors and of the Board committees of which they are a member;
  • Participate constructively and actively in the committees of the Board in which they are chairperson(s) or member;
  • Strive to attend the General Meetings of the Company;
  • Where there have been concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
  • Keep themselves well informed about the Company and the external environment in which it operates;
  • Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
  • Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
  • Ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
  • Report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy;
  • Acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;
  • Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

Responsibilities:

An Independent Director shall:

  • As member of the Board, they along with the other Directors will be collectively responsible for meeting the objectives of the Board which inter alia include:
  • Requirements under the Companies Act, 2013;
  • Discharging responsibilities so as to achieve the Company’s strategic and
    operational objectives
  • They will not hold office as a director or any other office in a competing firm/entity;
  • They will abide by the Code of Conduct and business ethics of the Company;
  • They will comply with all applicable provisions of the Act;
  • It is recommended that they continue to stay updated on how best to discharge their roles,
    responsibilities, and duties and liabilities, as an independent director of the Company under
    applicable law, including keeping abreast of current changes and trends in economic, political,
    social, financial, legal and corporate governance practices.

Committees:

They may be appointed by the Board of Directors of the Company on any of its Committee(s) of Directors after obtaining their prior consent from time to time.

Performance Appraisal/ Evaluation Process:

As a member of the Board, their performance as well as the performance of the entire Board shall be evaluated annually against Goal Sheet as may be decided by Board from time to time. Evaluation of each Director shall be done by all the other Directors, excluding the director being evaluated. The criteria for evaluations shall be determined by the Nomination and Remuneration Committee. However, the actual evaluation shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board.

Their re-appointment or extension of term, if any will be considered if so recommended by the Nomination and Remuneration Committee of the Board, pursuant to their performance evaluation carried out by the Nomination and Remuneration Committee as above.

Training:

They will be entitled to the benefit of a training program to familiarize them with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc.

Separate Meetings:

  • They, along with the other independent directors of the company, shall hold at least one
    meeting in a year, without the attendance of non-independent directors and members of
    management;
  • They 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 if any, 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.
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