Terms & Conditions of Appointment of the Independent Directors

Terms and conditions of Appointment of Independent Directors
 
At the Annual General Meeting of the Company held on September 11, 2014, the shareholders approved the appointment of the following as Independent Directors of the Company from September 11, 2014 to hold the office for five consecutive years for a term up to the conclusion of the 28th Annual General Meeting of the Company for the financial year ended on 31st March 2019:
 
Sr. No. Name of Independent Director
1. Mr. Jagrut Bhatt
2. Mr. Kaushik Shah
3. Mr. Bharat Patel
4. Mr. Dharmesh Patel
 
 The broad terms and conditions of their appointments as Independent Directors are reproduced hereunder: 
 
  1. Their appointment as an Independent Director shall be as a Non-Rotational Director in terms of applicable provisions of the Companies Act, 2013 and other regulations.
 
The terms of appointment (includes re-appointment) and remuneration of the Appointee shall be governed by the Policies related to Appointment, Remuneration and Performance Evaluation of the Directors, as designed by the Nomination & Remuneration Committee and Charter of the Board of Directors designed in lines with the provisions Companies Act, 2013.
 
 
  1. Remuneration
They shall  not be entitled to receive remuneration, as stipulated in section 149 the Companies Act, 2013, read with Schedule IV thereto.
 
In accordance with the provisions of the said Act and Schedule, they shall not be entitled to any stock option. They shall only be  entitled to receive sitting fees and other reimbursement expenses for attending the meetings of the Board of Directors or Committees thereof during the currency of their tenure as the Independent Director.
 
 
  1. Powers & Functions
They shall possess requisite powers to perform following functions as an Independent Director:
(1)  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;
 
(2)  bring an objective view in the evaluation of the performance of board and management;
 
(3)  scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
 
(4)  satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;
 
(5)  safeguard the interests of all stakeholders, particularly the minority shareholders;
 
(6)  balance the conflicting interest of the stakeholders;
 
(7)  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;
 
(8)  moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.
And generally to make all such arrangements and to do all acts, deeds, matters and things on behalf of the Company as may be usual, necessary or expedient in the conduct and management of business and as are not by the Act or by the Memorandum and Articles of Association expressly required to be done by the Company in the general meeting or by the Board.
 
 
  1. Duties
The Independent Directors shall -
(1)     undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
 
(2)     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;
 
(3)     strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
 
(4)     participate constructively and actively in the committees of the Board in which they are chairpersons or members;
 
(5)     strive to attend the general meetings of the company;
 
(6)     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;
 
(7)     keep themselves well informed about the company and the external environment in which it operates;
 
(8)     not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;
 
(9)     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;
 
(10)   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;
 
(11)   report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
 
(12)   acting within his authority, assist  in protecting the legitimate interests of the company, shareholders and its employees;
 
(13)   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.
 
 
5.   Secrecy
They shall not without the prior permission of the Board either during or after termination of the appointment hereunder, divulge or communicate to any person or persons (except to such of the employees of the Company or any other duly authorized persons to whom the same should be divulged or communicated for the efficient conduct of the Company's business) or themselves make use of any of the Company's secret or any other information which he may receive or obtain in relation to the Company's affairs or to the working of any process or invention which is carried on or used by the Company or any other matter which comes to their knowledge in the course of or by reason of their appointment with the Company.


6.   Other Terms & Conditions
Schedule IV- Code of Independent Directors annexed to the Companies Act, 2013 govern the conduct of the former. They shall abide by the provisions of the same, besides the other applicable provisions of the Companies Act, 2013 and Rules made there under and other applicable regulations of appropriate authorities, if any and the Charter of the Board of Directors of the Company.
 
 
7.   Termination of the Agreement
This Agreement may be terminated either by the Company at its discretion or by you by giving not less than 3(three) months notice in writing to the other party, as the case may be.
 
 
8.   Arbitration
If any dispute of difference shall arise between the parties hereto or between the Company and the legal representative/ representatives or heirs of theirs as to the interpretation of this Agreement or as to the duties or liabilities of either party hereunder or as to any matter or thing arising out of or under this Agreement, such dispute or difference shall be referred to an arbitrator as mutually agreed by both the parties pursuant to and so as with regard to the mode and consequence of the reference and in all other aspects to confirm to the Arbitration and Conciliation Act, 1996 or any then subsisting statutory modification thereof.
 
 
9.   Jurisdiction
All the legal proceedings arising out of or under this Agreement shall be subject to the jurisdiction of the Courts of Anand.