Terms and Conditions of Appointment of Independent Directors:

The appointment of Independent Directors is governed by the provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), and the Articles of Association of the Company. The principal terms and conditions of appointment are as follows:

  • An Independent Director shall hold office for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-appointment for a second term upon the passing of a Special Resolution by the shareholders and disclosure of such appointment in the Board's Report, subject to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations.
  • No Independent Director shall hold office for more than two consecutive terms of up to five years each.
  • An Independent Director shall be eligible for re-appointment only after the expiry of a cooling-off period of three years from the date of cessation as an Independent Director. During this period, the individual shall not be appointed or associated with the Company in any other capacity, whether directly or indirectly.
  • At the time of appointment, it shall be ensured that the number of listed company boards on which an Independent Director serves does not exceed the limits prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, as amended from time to time. Currently, an Independent Director may serve on the boards of not more than seven listed companies, or not more than three listed companies if serving as a Whole-time Director of a listed company.
  • The Independent Director shall act in accordance with the duties, responsibilities, and Code for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013, and shall comply with all applicable statutory and regulatory requirements.
  • The appointment shall be subject to the Company's Articles of Association and the applicable provisions of the Companies Act, 2013, SEBI (LODR) Regulations, and other applicable laws, as amended from time to time.