Terms and Conditions of appointment of Independent Directors
Pursuant to declarations received under Section 149(6) of Companies Act, 2013 and
based on the recommendation of Nomination and Remuneration Committee, the Board
and the Shareholders have approved the appointment of following Directors as Independent
Directors.
The terms and conditions of appointment of the following Independent Directors are
subject to the extant provisions of the (i) applicable laws, including the Companies
Act, 2013 (‘2013 Act’) and Clause 49 of the Listing Agreement (as amended from time
to time) and (ii) Articles of Association of the Company
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Sl.No.
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Name of Independent Director
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With effect from
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To
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1
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Mr.Venkatesan Narayanan
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September 21, 2019
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Till conclusion of 30th AGM to be held in the year 2024.
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2
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Mr.Milind Desai
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September 21, 2019
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Till conclusion of 30th AGM to be held in the year 2024.
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3
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Mrs. Sujata Chattopadhyay
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September 22, 2023
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Till conclusion of 34th AGM to be held in the year 2028.
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The broad terms and conditions of their appointments as Independent Directors of
the Company are reproduced hereunder:
1. Appointment The appointment will be for the period mentioned against their
respective names (“Term”). The Company may disengage Independent Directors prior
to completion of the Term subject to compliance of relevant provisions of the 2013
Act.
As Independent Directors, they will not be liable to retire by rotation.
Reappointment at the end of the Term shall be based on the recommendation of the
Nomination and Remuneration Committee and subject to the approval of the Board and
the shareholders. The reappointment would be considered by the Board based on the
outcome of the performance evaluation process and the directors continuing to meet
the independence criteria.
The directors may be requested to be a member / Chairman of any one or more Committees
of the Board which may be constituted from time to time.
2. Role and Duties The role and duties will be those normally required of
a Non-Executive Independent Director under the Companies Act, 2013 and the listing
agreement. There are certain duties prescribed for all Directors, both Executive
and Non-Executive, which are fiduciary in nature and are as under:
- I. They shall act in accordance with the Company’s Articles of Association.
- II. They shall act in good faith in order to promote the objects of the Company
for the benefit of its members as a whole, and in the best interest of the Company.
- III. They shall discharge their duties with due and reasonable care, skill and diligence.
- IV. They shall not involve themselves in a situation in which they may have a direct
or indirect interest that conflicts, or possibly may conflict, with the interest
of the Company.
- V. They shall not achieve or attempt to achieve any undue gain or advantage either
to themselves or to their relatives, partners or associates.
- VI. They shall not assign their office as Director and any assignments so made shall
be void.
In addition to the above requirements applicable to all Directors, Non-Executive
Director:
- i) Should constructively challenge and help developproposals on strategy;
- ii) Should scrutinise the performance ofmanagement in meeting agreed goals and objectives;
- iii) Should satisfy themselves on the integrity of financialinformation and that
financial controls and systems of risk management are robust and defensible;
- iv) Are responsible for determining appropriate levelsof remuneration of Executive
Directors and have a prime role in appointing, and where necessary, removing Executive
Directors and in succession planning;
- v) Should take responsibility for the processes for accurately reporting on performance
and the financial position of IITL Projects Limited; and
- vi) Should keep governance and compliance withthe applicable legislation and regulations
under review and the conformity of IITL Projects Limited practices to accepted norms.
3. Status of Appointment They will not be an employee of the Company. They
will be paid such remuneration by way of sitting fees for meetings of the Board
and its Committees as may be decided by the Board and approved by the Shareholders
from time to time. Further, they may be paid remuneration by way of commission as
may be approved by the Board and the Shareholders from time to time.
4. Reimbursement of Expenses In addition to the remuneration described in
paragraph 5 the Company may, for the period of appointment of Independent Directors,
reimburse them for travel, hotel and other incidental expenses incurred by them
in the performance of their role and duties.
5. Conflict of Interest
5.1 It is accepted and acknowledged that they may have business interests other
than those of the Company. As a condition to their appointment commencing, they
are required to declare any such directorships, appointments and interests to the
Board in writing in the prescribed form at the time of their appointment.
5.2 In the event that their circumstances seem likely to change and might give rise
to a conflict of interest or, when applicable, circumstances that might lead the
Board to revise its judgment that they are independent, this should be disclosed
to the Chairman of the Company.
6. Confidentiality All information acquired during their appointment is confidential
to IITL Projects Limited and should not be released, either during their appointment
or following termination (by whatever means) to third parties without prior clearance
from the Chairman unless required by law or by the rules of any stock exchange or
regulatory body.
Their attention is also drawn to the requirements under the applicable regulations
and the IITL Projects Limited’s Code of Insider Trading which concern the disclosure
of price sensitive information and dealing in the securities of IITL Projects Limited.
Consequently they should avoid making any statements or performing any transactions
that might risk a breach of these requirements without prior clearance from the
Chairman.
7. EvaluationThe Company will follow the following Evaluation mechanism:
7.1 Based on the evaluation and recommendation by the Nomination and Remuneration
Committee, the Company will carry out an evaluation of the performance of the Board
as a whole, Board Committees and Directors on an annual basis.
7.2 On the basis of the report of performance evaluation, it shall be determinedwhether
to extend or continue the term of appointment as anIndependent Director.
8. Insurance IITLProjects Limited has Directors’ and Officers’ liability
insurance and it is intended that IITL Projects Limited will assume and maintain
such cover for the full term of their appointment.
9. Independent Professional Advice There may be occasions when they consider
that they need professional advice in furtherance of their duties as a Director
and it will be appropriate for them to consult independent advisers at the Company’s
expense. The Company will reimburse the full cost of expenditure incurred in accordance
with the Company’s policy.
10. Disclosure of Interest The Company must include in its Annual Accounts
a note of any material interest that a Director may have in any transaction or arrangement
that the Company has entered into. Such interest should be disclosed no later than
when the transaction or arrangement comes up at a Board meeting so that the minutes
may record their interest appropriately and our records are updated. A general notice
that they are interested in any contracts with a particular person, firm or company
is acceptable.
11. Code for Independent Directors, Code of Conduct for Directors and Code of Conduct
for Prevention of Insider Trading
They are required to abide by theCode for Independent Directors, Code of Conduct
for Directors and Code of Conduct for Prevention of Insider Trading, as issued by
the Company.
12. Termination
- a. They may resign from their position at any time and should they wish to do so,
they are requested to serve a reasonable written notice on the Board.
- b. Continuation of their appointment is contingent on their getting re-elected by
the shareholders in accordance with provisions of Companies Act, 2013 and the Articles
of Association of the Company, from time to time in force. They will not be entitled
to compensation if the shareholders do not re-elect them at any time.