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Terms & Conditions
The terms of the Appointment, which shall in any event be subject to the Articles of Association of the Company, are set out below. Subject to the detailed terms of the letter of appointment,, it is anticipated that the Appointment will be for an initial period of five years which can be less than five years but maximum term should not exceed five years and may continue thereafter for a second term upto five years, if mutually agreed, and subject to the provisions of section 149(10) of the Companies Act, 2013.
1. In compliance with provision of section 149(13) of the Companies Act, 2013, during the term the directorship is not subject to retirement by rotation at the Company's Annual General Meeting.
2. Notwithstanding the other provisions of this Letter, the Appointment may be terminated in accordance with the provisions of the Articles of Association of the Company or on failure to meet the parameters of independence, defined in section 149(6) or on the occurrence of any event as defined in, section 167 of the Companies Act, 2013.
3. Upon termination or upon the resignation for any reason, duly intimated to, the Company, ID will not be entitled to any damages for loss of office of any compensation in respect of any unexpired portion of the Term of the Appointment.
4. ID are expected to devote such time to the, affairs of the Company as is required by the duties as Independent Director.
5. ID will perform the duties of Independent Director in accordance with the, Company's Articles of Association and the Code for Independent Directors as defined in Schedule IV of the Companies Act, 2013 and any document relating to the respective duties of the Independent Director as approved by the Board from time to time.
6_ ID will be paid a sitting fee for the services as an Independent Director for every Board meeting and any committee meeting attended by ID in person or through video conferencing for all meetings as may be decided by Board of Directors. ID will also be entitled for reimbursement of expenses in connection thereto.
7. ID will have no entitlement to participate in any employee stock option scheme offered by the Company.
8. In addition to the fees described in paragraph 6 above, the Company will reimburse ID for all reasonable out of pocket expenses necessarily incurred in carrying out the duties from time to time. ID should submit any details of expenses together with appropriate receipts so incurred to the Company Secretary
9. The Company will use its best endeavours to maintain appropriate director’s and officers’ (D&O) liability insurance (including ensuring that premiums are properly paid) for the benefit: (i) during the Appointment; and (ii) after the Appointment, . in each case in respect of any matter occurring or alleged to have occurred while you are or were an Independent Director of the Company
10. If ID are directly or indirectly concerned or interested in a contract or arrangement or proposed contract or arrangement entered into or to be entered into; (a) With any Body corporate in which ID are individually or in association with any director hold more than two percent shareholding of that body corporate or are a Promoter, Manager, Chief Executive Officer of that body corporate, (b) With a firm or other entity in which ID are a partner, owner or member, as the case may be, shall disclose the nature of the said concern or interest at the meeting of the Board in which such contract or arrangement is to be discussed and shall not participate in such meeting.
11. Provided that if ID are not concerned or interested at the time of entering into such contract or arrangement, but become concerned or interested in future, the disclosure shall be made at the first board meeting held after ID become interested
12. During the Appointment ID are required to comply with any relevant regulations as contained in Schedule IV under Companies Act, 2013 and such other requirements as the Board of Directors may from time to time specify. ID are not expected to do any action which is not permitted under the provisions of applicable laws or which a director should not do while functioning as such in the company.
13. ID must apply the highest standards of confidentiality, and not disclose to any person or company (whether during the course of the Appointment or at any time after its termination), any confidential information concerning the Company, with which ID come into contact by virtue of the position as an Independent Director.
14. ID attention is also drawn to the requirements under both legislation and • regulation as to the disclosure of price-sensitive information. Consequently ID should not make any statements that might risk a breach of these. requirements.
15. On termination of the Appointment of ID will deliver to the Company all• books, documents, papers and other property of or relating to the business of the Company or any Group Company which are in the possession, custody or power by virtue of the position as an Independent Director of the Company. The Company is able to arrange the disposal of papers which ID• no longer require.
16. ID performance as Independent Director will be reviewed by the entire, Board. Based on the report of performance evaluation the decision of extending the term of appointment shall be made.
17. In line with provision of Clause IV sub clause 6 of Schedule IV, Companies Act, 2013, the terms and conditions of the appointment may be required to make public and display the same on the Company's website.
18. This letter refers to the appointment as an Independent Director of the Company. However, ID may be asked to serve on one or more committees of the Board.
19. There may be occasions when ID consider that they need professional advice in furtherance of the duties as a Director and it will be appropriate for them to consult independent advisers at the Company's expenses. The Company will reimburse the full cost of expenditure incurred in accordance with the Company's policy
20. The Letter and any non-contractual obligations arising out of or in connection with this Letter are governed by, and shall be construed in accordance with, the laws of India and the parties agree to submit to the exclusive jurisdiction of the courts of Delhi.

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