INDEPENDENT DIRECTORS

 

TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS OF ADISHWAR INDIA LIMITED

 

 

1. Appointment

 

Your appointment will be for a term from 01.10.2014 to 30.09.2019, unless terminated earlier or extended, as per the provisions of this letter or applicable laws (“Term”).

 

As an Independent Director you will not be liable to retire by rotation. Re-appointment for another term of maximum period of five years at the end of the current term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders by way of Special Resolution. Your re-appointment would be considered by the Board based on the outcome of the performance evaluation process and you continuing to meet the independence criteria.

 

The Roles and Functions of Committees are provided in the Annexure the Board may reconstitute the composition of any/all Committees, from time to time, and any such change shall be promptly communicated to you. In such an event you may also be enquired to serve on other Committees of the Board.

 

 

2. Role, duties and responsibilities

 

As 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,

 

 

Overseeing the Company’s contribution to enhancing the quality of life of communities,

 

 

Reviewing the ADISHWAR BUSINESS Excellence Model findings and monitoring the action plans,

B. You shall abide by the ‘Code for Independent Directors’ as outlined in Schedule  IV to section 149(8) of the 2013 Act, and duties of directors as provided in the  2013 Act (including Section 166),  the relevant provisions have been extracted and attached to this letter at Annexure –

 

3. Remuneration

 

As an Independent Director you shall be paid sitting fees for attending the meetings of the Board and the Committees of which you are a member as fixed by the Board from time to time. The Nomination and Remuneration Committee may consider various factors as disclosed in the remuneration policy forming part of the Board’s report.

 

4. Disclosures, other directorships and business interests

 

During the Term, you agree to promptly notify the Company of any change in your directorships, and provide such other disclosures and information as may be required under the applicable laws. You also agree that upon becoming aware of any potential conflict of interest with your position as Independent Director of the Company, you shall promptly disclose the same to the Chairman and the Company Secretary. Please confirm that as on date of this letter, you have no such conflict of interest issues with your existing directorships.

 

During your term, you agree to promptly provide a declaration under Section 149(7) of the 2013 Act, every year and upon any change in circumstances within 20 days which may affect your status as an Independent Director.

 

5. Changes of personal details

 

During the 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.

 

6. Termination

 

Your directorship on the Board of the Company shall terminate or cease in accordance with law. Apart from the grounds of termination as specified in the 2013 Act, your directorship may be terminated for violation of any of the Adishwar Code of conduct.

 

You may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation and also to Registrar of Companies (ROC). 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. If at any stage during the Term, there is a change that may affect your status as an Independent Director as envisaged in Section 149(6) of the 2013 Act or, you agree to promptly submit your resignation to the Company with  effect from the date of such change.

 

 

7. Miscellaneous

 

This letter represents the entire understanding, and constitutes the whole agreement, in relation to your appointment and supersedes any previous agreement between yourself and the Company with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom.

 

No waiver or modification of this letter shall be valid unless made in writing and signed by you and the Company.  As per the provisions of the Companies Act, 2013.