Investors

The appointment shall be for a period of five consecutive years.

1. To be in a position to allocate sufficient time to meet the expectations of their role as Director of the Company.
2. To make themselves available for all Board Meetings and General Meetings of the Company.
3. To make themselves available for the mandatory meeting of all the Independent Directors, at least one of which has to be held in a year without the attendance of Non – independent Directors and members of the management for the purpose of:
   1. Reviewing the performance of non - independent Directors and the Board as a whole;
   2. Reviewing the performance of the Chairperson of the Company, taking into views of Executive and Non Executive Directors;
   3. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The fiduciary duties together with the accompanying liabilities shall be in accordance with Section 166 of the Companies Act, 2013 (the Act) and shall also include the duties specified in Schedule IV to the Act.

1. upholding ethical standards of integrity and probity;
2. acting objectively and constructively while exercising their duties;
3. exercising their responsibilities in a bona fide manner in the interest of the company;
4. devoting sufficient time and attention to their professional obligations for informed and balanced decision making;
5. not allowing any extraneous considerations that will vitiate their exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;
6. not abusing their position to the detriment of the Company or its shareholders or for the purpose of gaining direc or indirect personal advantage or advantage for any associated person;
7. refraining from any action that would lead to loss of their independence;
8. where circumstances arise which make them lose their independence as independent director, immediately informing the Board accordingly;
9. Assisting the Company in implementing the best corporate governance practices.

1. Not to involve in a situation in which they may have a direct or indirect interest that conflicts or may possibly conflict with the interest of the Company [Section 166(4)]
2. Not to achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates [Section 166(5)]
3. Not disclose to any person or company (whether during the course of their appointment or any time after its termination), any confidential information concerning the Company and any associated company with which they may come into contact by virtue of their position as an Independent Director.

The remuneration of Independent Director shall be by way of sitting fees for attending meetings of the Board and Audit Committee or for any other purpose as may be decided by the Board and the Nomination and Remuneration Committee.

Such fees shall be an amount of Rs. 10,000/- per meeting, or as may be decided by the Board and the Nomination and Remuneration Committee from time to time, which shall not exceed the limit prescribed by the Government of India, from time to time.

In addition to their sitting fees, they shall be paid all travelling, hotel and other expenses incurred by them

1. For attending and returning from meetings of the Board of Directors or any Committee thereof or General Meetings of the Company; or
2. In connection with the business of the Company.