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Terms and Conditions of Appointment of Independent Director

1. Appointment

In accordance with the provisions of the Companies Act, 2013 (“Act”) and other applicable laws,

you will serve as an Independent Director on the Board of the Company from _____ (“date of

appointment”) through _____ (“First Term”). As an Independent Director you will not be liable to

retire by rotation and your appointment is subject to the approval of shareholders at the ensuing

Annual General Meeting of the Company.

In terms of the Act, you may be eligible to serve as an Independent Director for another term of up

to 5 years, subject to the recommendation of the Nomination and Remuneration Committee and by

the shareholders of the Company by passing of special resolution.

The terms of your appointment, as set out in this letter, are subject to the extant provisions of the

(i) applicable laws, including the Act and the Listing Regulations (as amended from time to time)

and (ii) Articles of Association of the Company (“AOA”).

2. Role, duties and responsibilities

A. As a member of the Board you along with the other Directors will be collectively responsible

for meeting the objectives of the Board which include:

·         Requirements under the Companies Act, 2013,

·         Responsibilities of the Board as outlined in the Listing Regulations,

·         Accountability under the Directors’ Responsibility Statement.

B. You shall abide by the ‘Code For Independent Directors’ as outlined in Schedule IV to Section

149(8) of the Act, and the duties of directors as provided in the Act (including Section 166) and

in Regulation 4(2)(f) of the Listing Regulations.

C. You will provide guidance in your area of expertise.

3. Professional Conduct for Independent Directors

As an Independent Director, you shall:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising your duties;

iii. exercise your responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to your professional obligations for informed and balanced

decision-making;

v. not allow any extraneous considerations that may vitiate your exercise of objective independent

judgement in the paramount interest of the Company as a whole, while concurring in or

dissenting from the collective judgement of the Board in its decision-making;

vi. not abuse your position to the detriment of the Company or its shareholders or for the purpose

of gaining direct or indirect personal advantage or advantage for any associated person;

vii. refrain from any action that could lead to a loss of your independence;

viii. ensure that if circumstances arise under which you may lose your independence, you will

immediately inform the Board accordingly;

ix. assist the Company in implementing the best corporate governance practices.

4. Roles & Function of Independent Directors

As an Independent Director you shall:

i. help in bringing an independent judgment to bear on the Board’s deliberations especially on

issues of strategy, performance, risk management, resources, key appointments and standards

of conduct;

ii. bring an objective view in the evaluation of the performance of the Board and the Management;

iii. scrutinize the performance of Management in meeting agreed goals and objectives and monitor

the reporting of performance;

iv. satisfy yourself on the integrity of financial information and that financial controls and the

systems of risk management are robust and defensible;

v. safeguard the interests of all stakeholders, particularly the minority shareholders;

vi. balance the conflicting interest of the stakeholders;

vii. determine appropriate levels of remuneration of executive directors, key managerial personnel

and senior management and have a prime role in appointing and where necessary recommend

removal of executive directors, key managerial personnel and senior management;

viii. moderate and arbitrate in the interest of the Company as a whole, in situations of conflict

between Management and shareholder’s interest.

5. Duties

As an Independent Director, you shall:

i. undertake the appropriate induction into the Board and regularly update and refresh your skills,

knowledge and familiarity with the Company;

ii. seek appropriate clarifications and, where necessary, seek and follow appropriate professional

advice from external experts at the expense of the Company;

iii. strive to attend every meeting of the Board and of the Board committees of which you are a

member;

iv. actively and constructively participate in the Board and Committees of the Board in which you

may be a member or the Chairperson;

v. strive to attend the general meetings of the Company;

vi. ensure that any concerns that you may have about the running of the Company are addressed by

the Board and seek inclusion of these concerns in the Board minutes to the extent these

concerns are not resolved;

vii. keep yourself well informed about the Company and the external environment in which it

operates;

viii. not unfairly obstruct the functioning of an otherwise proper Board or committee;

ix. ensure that related party transactions are considered carefully before they are approved and are

in the interest of the Company;

x. ensure that the whistleblower function of the Company is functioning adequately;

xi. report concerns about unethical behaviour, actual or suspected fraud or violation of the

Company’s Code of Conduct and Ethics;

xii. within your authority, assist in protecting the legitimate interests of the Company, shareholders

and its employees;

xiii. not disclose any confidential information unless such disclosure is expressly approved by the

Board or required by law.

6. Functions of the Board of Directors

Key functions of the Board of Directors-

·         Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets

and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments.

·         Monitoring the effectiveness of the listed entity‘s governance practices and making changes as needed.

·         Selecting, compensating, monitoring and, when necessary, replacing key managerial personnel and overseeing succession planning.

·         Aligning key managerial personnel and remuneration of board of directors with the longer term interests of the listed entity and its shareholders

·         Ensuring a transparent nomination process to the board of directors with the diversity of

thought, experience, knowledge, perspective and gender in the board of directors.

·         Monitoring and managing potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets and abuse in related party transactions.

·         Ensuring the integrity of the listed entity‘s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in

particular, systems for risk management, financial and operational control and compliance with the law and relevant standards.

·         Overseeing the process of disclosure and communications.

·         Monitoring and reviewing board of director‘s evaluation framework.

Other Responsibilities:

·         The board of directors shall provide strategic guidance to the listed entity, ensure effective

monitoring of the management and shall be accountable to the listed entity and the

shareholders.

·         The board of directors shall set a corporate culture and the values by which executives

throughout a group shall behave.

·         Members of the board of directors shall act on a fully informed basis, in good faith, with due

diligence and care, and in the best interest of the listed entity and the shareholders.

·         The board of directors shall encourage continuing directors’ training to ensure that the members of board of directors are kept up to date.

·         Where decisions of the board of directors may affect different shareholder groups differently,

the board of directors shall treat all shareholders fairly.

·         The board of directors shall maintain high ethical standards and shall take into account the

interests of stakeholders.

·         The board of directors shall exercise objective independent judgement on corporate affairs.

·         The board of directors shall consider assigning a sufficient number of non-executive members of the board of directors capable of exercising independent judgement to tasks where there is a potential for conflict of interest.

·         The board of directors shall ensure that, while rightly encouraging positive thinking, these do

not result in over-optimism that either leads to significant risks not being recognised or exposes the listed entity to excessive risk.

·         The board of directors shall have ability to ‘step back’ to assist executive management by

challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions),

risk appetite, exposures and the key areas of the listed entity‘s focus.

·         When committees of the board of directors are established, their mandate, composition and

working procedures shall be well defined and disclosed by the board of directors.

·         Members of the board of directors shall be able to commit themselves effectively to their

responsibilities.

·         In order to fulfil their responsibilities, members of the board of directors shall have access to

accurate, relevant and timely information.

7. Board Committee

As advised by the Board, during the tenure of office, you may be required to serve on one or more

of the Committees of the Board. Upon your appointment to any one or more Committees, you will

be provided with the appropriate Committee charter which sets out the functions of that Committee.

Currently, the Board has three committees: Audit Committee, Nomination and Remuneration

Committee and Stakeholders’ Relationship Committee.

8. Time Commitment

Considering the nature of the role of a director, it is difficult for the Company to lay down specific

parameters on time commitment. You agree to devote such time as is prudent and necessary for the

proper performance of your role, duties and responsibilities as an Independent Director.

9. Remuneration

As an Independent Director you will be paid sitting fees for attending the meetings of the Board

and the Committees of which you are a member. The sitting fees for attending each meeting of the

Board and its Committees would be as determined by the Board from time to time. Currently, we

pay a sitting fee of Rs. 1000 per meeting of the Board and Rs. 500 per meeting of the Committee.

Further, the Company may pay or reimburse to you such expenditure that may be incurred by you

while performing your role as an Independent Director of the Company. This could include

reimbursement of expenditure incurred by you for accommodation, travel and any out of pocket

expenses for attending Board/ Committee meetings, General Meetings, court convened meetings,

meetings with shareholders/ creditors/ management, site visits, participating in induction and

training programmes (organized by the Company for Directors) and/or obtaining professional

advice (subject to the expense being reasonable) from independent advisors in the furtherance of

your duties as an Independent Director.

10. Induction and Development

The Company will from time to time, brief the Independent Directors on all business related

matters, risk assessment & minimization procedures and proposed new initiatives. They will also

be updated on changes / developments in the domestic / global corporate and industry scenario

including those pertaining to statutes / legislation and economic environment.

11. Performance Evaluation Process

Performance of the Independent Directors as well as the performance of the entire Board and the

Board Committees will be evaluated annually as required under the provisions of law, against the

parameters for evaluation laid down by the Nomination & Remuneration Committee.

12. Disclosures, other directorship and business interests

It is accepted and acknowledged that you have business interests other than those of the Company

and have declared conflicts, if any that are apparent at present. In the event that you become aware

of any potential conflict of interest with your position as Director of the Company, you shall

promptly disclose the same to the Chairman and the Company Secretary and provide such other

disclosures and information as may be required under the applicable laws. By signing this letter,

you hereby confirm that as on date of this letter, you have no such conflict of interests with your

existing directorships.

Upon any change in circumstances which may affect your status as an Independent Director, you

agree to promptly provide a declaration under Section 149(7) of the Act.

13. Memberships of other boards

It is expected that you will not serve on the boards of competing companies. Apart from the

applicable law and good corporate governance practices, there are no other additional limitations.

14. Information on meeting

Dates for Board meetings in the ensuing year are decided in advance. Most Board meetings are

held at the Registered Office of the Company at Nicco House, 2, Hare Street, Kolkata-700001. The

agenda and explanatory notes are sent to the Board in advance. The Board meets at least once a

quarter to review the quarterly results and other items on the agenda and also on the occasion of

the Annual General Meeting of the shareholders. Additional meetings are held, when necessary.

Committees of the Board usually meet the day before the formal Board meeting, or whenever the

need arises for transacting business. The recommendations of the Committees are placed before

the Board for necessary approval.

The Board has full and unfettered access to any information of the Company, and to any employee

of the Company. At Board meetings, the Board invites managers of the Company when additional

details into the items being discussed are required.

15. Conflict of Interest

a) It is accepted and acknowledged that the Independent Directors may have business interests

other than those of the Company. They are required to declare any such directorships,

appointments and interests to the Board.

b) During their term, the Independent Directors agree to promptly provide a declaration under

Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, upon any change in

circumstances which may affect their status, individuality as an Independent Director. Further,

they also agree to confirm, individually, compliance with the said criteria of independence

every financial year, along with a confirmation that they are not aware of any circumstance or

situation, which exist or may be reasonably anticipated, that could impair their ability to

discharge duties with an objective independent judgement and without any external influence.

c) During their term, the Independent Directors agree to keep their names included in the databank

of Independent Directors and comply with the other conditions prescribed under the Companies

(Appointment and Qualification of Directors) Rules, 2014.

16. General

Actions, in particular that should not be taken by the Independent Directors while in office, include

the following:

a) Action that involves any violation of applicable law;

b) Action that involves any breach of the Company Code of Conduct;

c) Action that either involves their personal interest, except as disclosed in terms of the applicable

laws or compromises or conflicts with the interest of the Company.

17. Changes in personal details

During your Term, you shall promptly intimate the Company Secretary and the Registrar of

Companies in the prescribed manner, of any change in address or other contact and personal

details provided to the Company.

18. Disengagement

You may resign as Director of the Company by giving notice in writing to the Company stating the

reasons for resignation. The resignation shall take effect from the date on which the notice is

received by the Company or the date, if any, specified by you in the notice, whichever is later.

19. Extension of Terms

Upon the expiry of your First Term and subject to your eligibility under the relevant provisions of

the Act, Rules, Listing Regulations and other applicable laws, as prevailing from time to time and

subject to annual performance evaluation and recommendations of the Nomination and

Remuneration Committee, the Board may, at its discretion, recommend to the shareholders

renewal of your term.