Duration of Appointment:
The Independent Directors appointed under the provisions of the Companies Act, 1956
will serve the term in office as Director per the respective resolutions pursuant
to which they were appointed. The Independent Directors appointed after April 1,
2014 under the provisions of the Companies Act, 2013 will serve for a period of
one year from the date of their respective appointments.
The board may invite the Independent Directors to continue on as an Independent
director for an additional period there after subject to recommendation by the Nomination
and Remuneration Committee and approval of shareholders.
The Board determines the level of remuneration paid to its non-executive members
including Independent Directors within any limitations imposed by shareholders.
Presently, the Company pays sitting fee of `50,000 for attending each meeting of
the Board and Audit & Risk Management Committee and `40,000 for attending any other
committee meeting if you are a member of such committee(s). TDS shall be deducted
at applicable rates from the sitting fee.
The Company will reimburse the Directors for all direct and indirect expenses such
as toll calls, accommodation and travelling expenses, reasonably and properly incurred
Duties of Directors:
- The directors shall abide by the following duties provided in section 166
of the Companies Act, 2013:
- Subject to the provisions of the Companies Act 2013, the directors shall act in
accordance with the Articles of Association of the company.
- 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 interests of the company,
its employees, the shareholders, the community and for the protection of environment.
- Directors shall exercise duties with due and reasonable care, skill and diligence
and shall exercise independent judgment.
- 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 and if such
director is found guilty of making any undue gain, he shall be liable to pay an
amount equal of that gain to the Company.
- The Directors shall not assign their office and any assignment so made shall be
- Further, Independent Directors shall have to ensure the following in compliance
with Schedule IV read with section 149(8) of the Act.
- 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 chairpersons or members;
- strive to attend the general meetings of the Company;
- where they 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;
- 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;
- 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;
- shall maintain professional conduct and abide by the role, responsibilities and
other provisions set out in schedule IV of the Companies Act, 2013 pursuant to section
149(8) of the Act.