DUTIES AND FUNCTIONS
In your capacity as an independent director of the Company, you will have to strictly abide by and comply with:
(i) The duties of directors as set out under Section 166 of the Act;
(ii) The duties and responsibilities as set out under Clause 49 of the Listing Agreement; and
(iii) The Code for Independent Directors under Schedule IV of the Act (pursuant to Section 149 of the Act),
including the (a) guidelines for professional conduct; (b) roles and functions; and (c) duties set out thereunder.
The aforementioned duties, guidelines for professional conduct and the Code for Independent Directorsshall
be deemed to be incorporated into this letter of appointment and shall form an integral part of this letter.
Subject to your duties as an independent director, you shall not (i) engage in any acts or deeds that would
be detrimental to the interests of the Company or any of its affiliates; (ii) tarnish the reputation of or
disparage the business of the Company, its affiliates, their respective executive management, directors,
shareholders, employees, or people, business relations, organizations connected with the Company and/or any of its
affiliates; and (iii) otherwise harm the Company’s and/or any of its affiliates’ goodwill, business interests or
reputation in any manner.
You will be expected to perform your duties, whether contractual, statutory or fiduciary, faithfully,
efficiently and diligently to a standard commensurate with both the functions of your role and your knowledge,
skills and experience and with due regard to applicable laws.
You will be required to comply with all applicable laws including but not limited to the requirement to
comply with the maximum number of directorships that can be held by you as an independent director.
You shall moderate and arbitrate in the interest of the Company as a whole, in situations of conflict
between management and shareholder's interest.
In addition, the Company will make available and / or conduct training sessions from time to time in
understanding the business model of the Company as well as the risk profile of the business parameters of the
Company. You are also expected to keep yourself well informed about the Company and the external environment in
which it operates. The Company will also be conducting a training programme for all the directors to ensure they
understand their responsibilities as directors the best ways to discharge them and the basis for understanding
financial statements and related documents. We request your kind participation.
You along with other independent directors of the Company shall hold at least one meeting every year,
without the attendance of non-independent directors and members of management, to, inter-alia, (i) review the
performance of non- independent directors and the Board as a whole; (ii) review the performance of the Chairperson
of the Company, taking into account the views of executive directors and non-executive directors; (iii) 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.
You shall review minutes of board meetings and committee meetings (in which you shall act as a member) in
order to ensure proper recording of proceedings taken place in the meetings. Further in case you have concerns
about carrying out the affairs of the Company, you shall ensure the same are addressed by the Board and, to the
extent that they are not resolved, secure their recording in the minutes. You shall be presumed to have had no
such concerns, in case you don't secure their recording in the minutes.
You shall make all statutory disclosures required under the Act and other applicable laws, to the Company
(in particular disclosure of interest with respect to matters specified under Section 184 of the Act and
certificate/declaration of independence at the time of your reappointment) and to various regulatory authorities.