The following are the terms and conditions of appointment of Independent Directors of the Company, viz. Mr. Sanjay Khandelwal and Mr. Amit Halder :
Subject to the Provisions of Section 149 and 152 and other applicable provisions of the Companies Act, 2013, read with Regulation 25 of the Listing Obligations and Disclosure Requirements and the Companies (Appointment and Qualification of Directors) Rules, 2014 (‘Rules’), the Company has appointed two Independent Directors namely Mr. Sanjay Khandelwal and Mr. Amit Halder on the Board of Directors of the Company.
2. Term of Appointment
- The Term of Appointment is for a period of 5 (five) years.
- They will serve for not more than two terms of five years each on the Board of the Company.
The Board of Directors may, if it deems fit, appoint the Independent Directors on one or more existing Board Committees.
4. Roles and Duties
As per Companies Act, 2013 and Listing Obligations and Disclosure Requirements;
- The Directors shall act in accordance with the Company’s Articles of Association.
- The Directors shall 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.
- The Directors shall discharge their duties with due and reasonable care, skill and diligence.
- The Directors shall not involve in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
- The Directors shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
- The Directors shall not assign office as Director and any assignments so made shall be void.
In addition to the above Duties, the Role of Independent Directors has the following key elements;
- The Directors shall scrutinize the performance of Management in meeting agreed goals and objectives.
- The Directors are responsible for determining appropriate levels of remuneration of Executive Directors and have a prime role in appointing, and where necessary, removing Executive Directors.
- The Directors are responsible for accurately reporting on performance and the financial position of the Company.
- The Directors shall keep governance and compliance with the applicable legislation and regulations under review and the conformity of the Company practices to accepted norms.
They are entitled to the Sitting Fees for attending the Board and Committee Meetings and presently the Sitting Fees are Rs. 20,000/- per Meeting of the Board and Audit Committee thereof and Rs.1,500/- for other Stakeholder Relationship Committees.
The appointment of Independent Directors shall remain confidential to the Company and shall not be released, either during the appointment or termination without the clearance from the Chairman.
7. Code of Conduct
The Directors have complied with the Code of Conduct adopted by the Board of Directors and Schedule IV of the Companies Act, 2013 and applicable clauses of the Listing Obligations and Disclosure Requirements, SEBI Rules and Regulations for prohibition of Insider Trading and other related issues.
The Directors so appointed shall be terminated as per the Provisions of the Articles of Association of the Company and the Provisions of the Companies Act, 2013 and Rules made thereunder as amended from time to time.