Terms and Conditions of Appointment of Independent Directors
The following are the Independent Directors on the Company’s Board:
Name of the Independent Director
1. Mr.Kanthimathinathan Chocalingam
2. Mrs.Gayathri M N
In accordance with the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), the terms and conditions of appointment of the Company’s Independent Directors are reproduced under:
1. Appointment
The above independent directors were appointed in the Annual General Meeting of the Company held on 21st September, 2021 for a period of 3 years and are not liable to retire by rotation.
Reappointment of Independent Directors at the end of the term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the Shareholders.
2. Role, duties and responsibilities
A. As members of the Board, they, along with the other Directors, will be collectively responsible for meeting the objectives of the Board, which include:
*Requirements under the Act,
*Responsibilities of the board of directors as outlined in the SEBI LODR,
*Accountability under the Directors’ Responsibility Statement.
B. They shall abide by the Code for Independent Directors’ as outlined in Section 149(8) read with Schedule IV to the Companies Act, 2013 (“the Act”) and duties of directors as provided in the Act (including Section 166) and SEBI LODR.
C. They are particularly requested to provide guidance in their area of expertise.
3.Time Commitment
They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as Independent Directors.
4. Remuneration
As Independent Directors, they are paid sitting fees, as may be determined by the Board from time to time, for attending the meetings of the Board and the Committees of which they are members.
5. Disclosures, other directorships and business interests
During their term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable law.
During their term, they agree to promptly provide a declaration under Section 149(7) of the Act, upon any change in circumstances which may affect their status as an Independent Director.
6. Changes of personal details
During their term, they 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.
7. Disengagement
They may resign from the directorship 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 them in the notice, whichever is later. The Company may disengage Independent Directors prior to the completion of their term (subject to compliance of the relevant provisions of the Act and SEBI LODR).