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TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT
DIRECTORS
(Pursuant
to Clause 49 (II) (B) (4)
of the Listing Agreement)
Brief Terms and Conditions pertaining to Appointment of Independent Directors of the Company:
| Sl No | Name of Independent Director |
|---|---|
| 1 | Mr. M.K. Harinarayanan |
| 2 | Mr. Nicholas Martin Paul |
| 3 | Mr. R. Ravivenkatesh |
| 4 | Mr. Sridhar Venkatesh |
| 5 | Mr. Desmond Hemanth Theodore |
| 6 | Mrs. Mathipoorana Ramakrishnan |
1. Roles and Responsibilities
Independent Directors have the same general legal responsibilities to the Company as any other Director.
Independent Directors of the Company, are required :
• To act in accordance with the Company’s Articles of Association.
• To discharge duties with due and reasonable care, skill and diligence.
• Not to achieve or attempt to achieve any undue gain or advantage either to himself or to any related person/party.
• 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 interest of the Company.
• Not to involve in situation conflicting with the interest of the Company and to put the interests of Company and to put the interests of Company above others.
In addition to the above requirements, role of the Independent Directors shall also include duties as prescribed in Schedule IV of the Companies Act, 2013.
2. Liability
Independent Director will be held liable in respect of such acts of omission or commission by the Company which had occurred with their knowledge, attributable through Board and with their consent or connivance where they have not acted diligently.
Any breach of duties as an Independent Director will attract penal consequences as specified under the Companies Act, 2013 or any other applicable law in force.
3. Remuneration
Remuneration subject to applicable tax deduction at source, including sitting fees for attending meetings of the Board and its committees shall be in accordance with the decisions of the Board taken from time to time within overall limits prescribed in Companies Act, 2013. The Company shall also reimburse all reasonable and properly documented expenses that are incurred by a director in performing the duties of the Company.
4. Confidentiality
During their tenure, Independent Directors of the Company shall apply highest standards of confidentiality and not disclose to any person or Company, any confidential information, including commercial secrets, business and operation plans.
5. Evaluation Process
As a member of the Board, their performance will be evaluated annually. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee of the Board and shall be disclosed in the Company’s Annual Report.
6. Compliance with Code(s)
Independent Directors of the Company shall comply with -
• Code of Conduct, as adopted by the Board
• Whistle Blower Policy
• Insider Trading Regulations as per Securities and Exchange Board of India (Prohibition of Insider Trading Regulations)
7. Governing Law
This appointment is governed by and shall be construed in accordance with the laws of India.