APPOINTMENT :
Your appointment as an Independent Director shall be for a term of ______ years till ____________. Your office will not be liable to retire by rotation. Your appointment is subject to the maximum permissible Directorship that one can hold as per the provisions of the Companies Act, 2013 and the Listing Agreement. Your office will get vacated in case you incur any of the disqualification mentioned in the Companies Act.
 BOARD COMMITTEES :
You, while being a member of Board of Directors, may be invited / nominated for appointment on various committees of the Board of Directors, as setup from time to time. Currently, following are the committees of Board of Directors -:
1. Audit Committee .
2. Share Transfer Committee.
3. Stakeholders Relationship Committee.
4. Nomination and Remuneration Committee.
5. Corporate Social Responsibility Committee.
6. Risk Management Committee.
 DUTIES :
Your duties as an Independent Director are enlisted below -:
1. To undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.
2. To seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expenses of the Company.
3. To strive to attend all meetings of the Board of Directors and od the Board Committees of which you are the member.
4. To participate constructively and actively in the Committees of the Board in which you are Chairperson or member.
5. To strive to attend the general meetings of the Company.
6. Where you have 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.
7. To keep yourselves well informed about the Company and the external environment in which it operates.
8. Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board.
9. To pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure that the same are in the interest of the Company.
10. To 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 prejudicially affected on account of such use.
11.To report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.
12. To act within your authority, assist in protecting the legitimate interest of the Company, shareholders and its employees.
13.Not to 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.
 EXPECTATION OF THE BOARD :
1. Be Independent in your view while transacting any matter at the meeting of the Board and its Committees.
2. Take decision objectively in the interests of the Company.
3. Adhere to the enclosed Code of Business Ethics the Company has developed.
4. Act in accordance with the Company’s Articles of Association.
5. 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.
6. Exercise your duties with due and reasonable care, skill and diligence and exercise independent judgment.
7. Do not get involved 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.
8. Do not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners, or associates.
 TRAINING OF THE BOARD :
Every Independent Director inducted on the Board is provided with a programme done by Senior expert(s) in the management team for familiarisation on the vision, mission, strategy, goals and objectives of the organisation.
This programme helps the Director to build a good professional, purposeful rapport with the senior leadership team in addition to understanding the overall structure of the organisation.
Further, the Company continues to organise programmes on a periodical basis to develop their attitude, knowledge and skill sets on all matters which are common to the whole Board.
 CODE OF CONDUCT :
You are required to comply with the Company’s Code of Business Conduct and Ethics, a copy of which is enclosed herewith (Annexure 1)
 EVALUATION :
The performance evaluation shall be done by the entire Board of Directors excluding the Director being evaluated.
The performance of the Non Executive Independent Directors shall be reviewed and evaluated by the Nomination and Remuneration Committee on an Annual basis which includes the following factors :
- Participation by the Directors during the discussion of the Board ;
- Integrity and maintenance of confidentiality ;
- Independence of behaviour and judgment ;
- Effective development of knowledge and expertise.
 REMUNERATION :
SITTING FEES :
Subject to the limits provided under the laws / regulations, as an Independent Director you shall be paid a sitting fee for attending the meetings of the Board and the Committees of which you are a member.
You are eligible for fixed amount of sitting fees for attending meeting of the Board of Directors and its Committees.
The Chairman of the meeting of Board and its Committees and the other members of the Board and its Committees are entitled for Rs. 5,000 /-per meeting.
In addition to the sitting fees, profits related commission may also be payable to you. In determining the amount of this commission, the Nomination and Remuneration Committee / Board of Directors may consider various factors as disclosed in the remuneration policy.
Commission shall be paid out of the net profits of the Company subject to an overall aggregate of 1 % (One percent) of the net profits of the Company for each financial year and subject to such limits as may be determined from time to time by the Board of Directors on the recommendation by the Nomination and remuneration Committee.
Commission payable is considered and approved at the Board Meeting in which Annual Financial Statements are approved and payment of the same is made on the approval of the financials by the shareholders at the Annual General Meeting.
REIMBURSEMENT OF EXPENSES :
All expenses incurred by the Board of Directors for attending the meetings and events of the Company are reimbursed at actuals. Wherever the actual bills are not directly attributed to the expenses for the purpose of attending the event / meeting, the “best fare” practice is adopted to reimburse such expenses.
 DISCLOSURE TO THE COMPANY :
Under the provisions of the Companies Act, 2013 and the Listing Agreement you are required to disclose the requisite information on a periodical and event basis.
 TRADING IN THE SHARES :
The Board of Directors are allowed to trade in the shares of the Company subject to the provisions of the SEBI ( Prohibition of Insider Trading ) Regulations, 1992
All Directors shall be subject to trading restrictions as enumerated below -:
The period of trading in the Company’s securities shall be called “ Trading Window”. The trading window shall be closed during the time the following information is unpublished :
- Declaration of Financial results ( quarterly, half-yearly and annual ) ;
- Declaration of Dividends ( Interim and Final ) ;
- Issue of securities by way of public / rights / bonus etc ;
- Any major expansion plans or execution of new projects ;
- Amalgamation, mergers, take-overs, and buy back ;
- Disposal of whole or substantially the whole of the undertaking ;
- Any changes in policies, plans or operations of the Company (Material events).
When the trading window is closed, the Directors shall not trade in the Company’s securities in such period. As per Section 194 of the Companies Act, 2013 the Directors are prohibited to do any forward dealings in securities of the Company.
 CONFIDENTIALITY :
All information acquired during your tenure as Director is confidential to the Company and should not be disclosed wither during your tenure or following termination ( by whatever means) to third parties except as permitted by law’.
 TERMINATION :
The Directorship position will be terminated in accordance with the Companies Act, 2013, Listing Agreement and other applicable regulations. The Company may terminate the appointment with immediate effect in case of any serious or repeated breach or non-observance of your obligations as a Director to the Company or in the case of breach of the code of conduct prescribed by the Company. The Directors can voluntarily resign on submission of notice of resignation with sufficient reasons to the Board of Directors of the Company.