Terms and Conditions

1. Appointment:

The Appointment of Independent Director (“ID”) for a period, subject to the approval of the Government and of the hareholders in the nextGeneral Meeting of the Company. Further the tenure is subject to meeting the criteria for being an Independent Director and not being disqualified to be a Director under the applicable regulations.

2. Remuneration:

ID will be entitled to a sitting fees at Rs.3,000/- per sitting for attending the meetings of the Board or committee thereof either personally or through Video conference or other audio visual means or for any other purpose whatsoever as may be decided by the Board of Directors. The sittings fees payable shall be subject to applicable tax deduction at source. In addition to the above, ID will be entitled to reimbursement of all expenses for participation in the Board and other meetings.

3. Duties and Responsibilities:

The duties and responsibilities that come with ID’s appointment would be as per the applicable laws, Company policy and the Articles of Association of the Company.

4. Code of Conduct:

ID will follow the code of business conduct and furnish an annual affirmation of the same. During the tenure of appointment, ID is required to comply with the code of conduct adopted by the Board of Directors and to comply with Schedule IV of the Companies Act, 2013.

ID will apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the tenure as Independent Director or at any time after its cessation), any confidential information concerning the Company and any group Companies with which they come into contact by virtue of their position as a Director, except as permitted by law or with prior clearance from the Chairman.

5. Independence:

The Board of Directors of the Company inter alia has been given due consideration to ID’s declaration of being qualified as “Independent” in accordance with the provisions of Companies Act, 2013. ID is expected to continue to be qualified as “Independent” during their tenure and provide periodic declaration to the effect as required by regulations. He/She will be identified as an “Independent Director” in the annual report and other documents and publications of the Company. If circumstances change and they believe it may not be possible for ID to retain their independence, ID should discuss this with the Chairman as soon as possible.

6. Role on the Board:

ID is expected to provide their expertise in the area of Industrial infrastructure, project formulation and appraisal, investment, finance, economic and business policy, corporate governance and social contribution of business and in the functioning of the Board and the committees of the Board ID may be nominated. In addition to routine board meetings ID should allow time for committee meetings, preparatory work and travel, and ensure that they are in a position to make necessary overall time commitment. ID may be nominated on one or more committees of the Board and in such event they will be provided with the relevant committee’s terms of reference and any specific responsibilities.

7. Conflict of Interest:

It is accepted and acknowledged that ID may have business interests other than those of the Company. As a condition to appointment commencing, ID is required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of appointment. In the event that ID’s circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgement that he/she is independent, this should be disclosed to the Chairman.

8. Disclosure of Interest:

The Company must include in its Annual Accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed not later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record their interest appropriately and records are updated. A general notice that ID is interested in any contracts with a particular person, firm or company is acceptable. ID is further required to make disclosure of interest as per the requirements of Section 184 of the Companies Act, 2013.

9. Disclosure of Changes:

During the term, ID shall agree to promptly provide a declaration under Section 149(7) of the Act, every year and upon any change in circumstances within 20 days which may affect their status as an Independent Director. During the term, ID shall promptly intimate the Chairman and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.

10. Submission of annual Declaration – Section 149(7):

ID shall at the first meeting of the Board in which he/she participate as a director and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect their status as an independent director, give a declaration that ID meets the criteria of independence.

11. Evaluation:

The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis. ID’s appointment and re-appointment on the Board shall be subject to the outcome of the yearly evaluation process.

12. Termination:

Notwithstanding the other provisions of this letter, the appointment may be terminated at any time by a written notice of resignation or by the Company in accordance with the provisions of the law. It is desirable that the Company be given reasonable forewarning of any intention to resign so that the Company can plan for succession of skills and experience on the Board. Upon such termination or resignation for any reason, no damages shall be payable for any loss of office and no fee will be payable in respect of any unexpired portion of the term of the appointment.

13. General:

This letter and any non-contractual obligations arising out of or in connection with this letter are governed by, and shall be construed in accordance with the laws of India and subject to the exclusive jurisdiction of the Courts of India.