Governance Policies
Terms and conditions of appointment of Independent Directors of the Company in accordance with the requirements of Schedule IV to the Companies Act, 2013.
Shri Dhananjaya Pati Tripathi has been appointed as an Independent Director of the Company for a term of 5 (five) consecutive years by the members at their Extra-Ordinary General Meeting held on 24th March, 2015. Following are the terms and conditions of his appointment as Independent Director:
You will be appointed as a Non-Executive Independent Director on the Board of Directors of the Company with effect from 24th March, 2015. Your appointment is subject to the extant provisions of the Companies Act, 2013, as amended from time to time. You have also been appointed as a member of the Audit Committee and the Nomination & Remuneration Committee of the Board. The term “Independent Director” should be construed as defined under the Companies Act, 2013. The Company has adopted the provisions with respect to appointment and tenure of Independent Directors as are consistent with the Companies Act, 2013. The Company is at liberty to disengage a Non-Executive Independent Director earlier subject to compliance of the relevant provisions of the Companies Act, 2013. As an Independent Director you are not liable to retire by rotation.
You are currently a member of the Audit Committee and the Nomination & Remuneration Committee, of the Board. The Board of Directors may invite you for being appointed on one or more of the existing Board Committees or any Committee(s) that may be set up in the future. Your appointment on such Committee(s) will be subject to the applicable legal requirements.
As a Non-Executive Independent Director you are expected to bring objectivity and independence to the Board's discussions and help provide the Board with effective leadership in relation to the Company's strategy, performance, and risk management, as well as ensuring high standards of financial probity and corporate governance. By accepting this appointment, the Independent Director confirms that he is able to allocate sufficient time to meet the expectations from the Independent Director role to the satisfaction of the Board.
Your role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and inter alia are as under:
There are certain roles, functions, duties prescribed for all Independent Directors, which are listed in the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013. You shall abide by the said ‘Code of Conduct for Independent Directors’ as amended from time to time to the extent relevant and applicable to your role.
You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board and approved by the Members from time to time. The sitting fees paid to the Non-Executive Independent Director is Rs. 15,000/- per meeting of the Board and Rs. 10,000/- per meeting of the Audit Committee, the Nomination & Remuneration Committee, and other committees.
It is accepted and acknowledged that you may have business interests, memberships other than those of the Company. As a condition to your appointment commencing, you are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of your appointment. In the event that your circumstances seem likely to change and might give rise to a conflict of interest, this should be disclosed to both the Chairman and the Secretary.
The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and the Directors on an annual basis. Your appointment and reappointment on the Board shall be subject to the outcome of the yearly evaluation process.
It is expected that any interest you may have in any transaction or arrangement that the Company has entered into should be disclosed not later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record your interest appropriately and our records are updated.
During the Term, you shall promptly intimate the Company and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.
You may resign from your position at any time by serving a reasonable written notice to the Board. Continuation of your appointment is contingent on your getting re-elected by the shareholders in accordance with provisions of the Companies Act, 2013, and the Articles of Association of the Company. You will not be entitled to any compensation if the shareholders do not re-elect you at any time.