ShriDhananjaya 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 24thMarch, 2015.
Following is the Terms and conditions of his appointment as Independent Director:
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. The present code is annexed hereto as Annexure A.
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. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.
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.
The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfillment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.
An independent director shall:
The independent directors shall:
The independent directors shall—
The appointment of independent directors shall be formalized through a letter of appointment, which shall set out:
The re-appointment of independent director shall be on the basis of report of performance evaluation.
The meeting shall: