TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR

Transcription

1 TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR 1

2 PRIVATE & CONFIDENTIAL Date: T, Independent Directrs, Subject: Appintment as an Independent Directr InfBeans Technlgies Limited Dear Sir/Madam, We are pleased t infrm yu that at the Bard Meeting held n, Directrs have apprved yur appintment as an Independent Directr f the Cmpany with effect frm t hld ffice fr a perid f year/years i.e. up t, nt liable t retire by rtatin, subject t regularizatin at the ensuing Annual General Meeting, if applicable. This letter f appintment sets ut terms and cnditins cvering yur appintment, which are as fllws; I. Appintment The Appintment is fr a term f Year i.e. upt. During yur tenure as an Independent Directr, yu will have t submit a declaratin at the beginning f every Financial Year r whenever there is any change in the circumstances which affects the status as an Independent Directr under Sectin 149 (7) f the Cmpanies Act, 2013( Act ), stating that yu meet the criteria f Independence. In cmpliance with the prvisins f Sectin 149 (13) f the Cmpanies Act, 2013, yur directrship is nt subject t retirement by rtatin. During yur tenure as an Independent Directr, yu may be asked t serve n ne r mre f the Bard cmmittees. Cpies f the terms f reference fr each f thse cmmittees wuld be prvided t yu at the apprpriate time, if nt already prvided fr. S lng as yu are an Independent Directr f the Cmpany, yu will ensure that yu d nt get disqualified t act as a Directr pursuant t the prvisins f Sectin 164 f the Act. The Cmpany expects a cmmitment f sufficient time and attentin as necessary in rder t perfrm yur duties under the Appintment. This will include attendance at regular and emergency Bard Meetings, any Annual Meeting f Independent Directrs and the Annual General Meeting. Yu may als be required t attend regular Meetings 2

3 f any Bard Cmmittee f which yu are a member. In additin, yu will be expected t devte apprpriate preparatin time ahead f each meeting. By accepting the Appintment, yu cnfirm that yu are able t allcate sufficient time t perfrm yur rle. Yu will strictly abide by the Cde fr Independent Directrs as specified in Schedule IV f the Cmpanies Act, II. Fiduciary duties alng with accmpanying liabilities As a Nn-Executive Independent Directr, yu have the same general legal respnsibilities t the Cmpany as any ther Directr, except that yu shall be held liable nly in respect f such acts f missin r cmmissin by a cmpany which had ccurred with yur knwledge, attributable thrugh bard prcesses and with yur cnsent r cnnivance r where yu had nt acted diligently. III. Cde f business Ethics which the Cmpany expects 1. Yu are expected t stay updated n hw best t discharge yur rles, respnsibilities, and duties and liabilities, as an Independent Directr f the Cmpany under applicable law, including keeping abreast f current changes and trends in ecnmic, plitical, scial, financial, legal and crprate gvernance practices. 2. Yu are expected t: i. Take decisins bjectively and slely in the interests f the Cmpany; ii. Facilitate Cmpany s adherence t high standards f ethics and crprate behavir; iii. Guide the Bard in mnitring the effectiveness f the Cmpany s gvernance practices and t recmmend changes, required if any; iv. Guide the Bard in mnitring and managing ptential cnflicts f interest f Management, Bard Members and Stakehlders, including misuse f crprate assets and abuse in related party transactins; v. Guide the Bard in ensuring the integrity f the Cmpany s accunting and financial reprting systems, including the independent audit, and that apprpriate systems f cntrl are in place, in particular, systems fr risk management, financial and peratinal cntrl, and cmpliance with the law and relevant standards. IV. List f actins that shuld nt be dne while functining 1. A directr f a Cmpany shall nt invlve in a situatin in which he may have a direct r indirect interest that cnflicts, r pssibly may cnflict, with the interest f the cmpany. 2. A directr f a cmpany shall nt achieve r attempt t achieve any undue gain r advantage either t himself r t his relatives, partners, r assciates and if such directr is fund guilty f making any undue gain, he shall be liable t pay an amunt equal t that gain t the Cmpany. 3

4 3. A directr f a Cmpany shall nt assign his ffice and any assignment s made shall be vid. V. Remuneratin and Reimbursement f Expenses VI. Terminatin Yu will be entitled t reimbursement f expenses incurred by yu in cnnectin with attending the Bard meetings, Bard Cmmittee meetings, general meetings etc. in relatin t the business f the Cmpany twards htel accmmdatin, travelling and ther ut-f-pcket expenses alng with sitting fees fr attending the meetings. The sitting fees shall nt exceed Rs. 1,00,000/- pursuant t Cmpanies Act, Yu will have n entitlement t any bnus during the Appintment and n entitlement t participate in any share scheme and n stck ptins will be issued t yu by the Cmpany. Yur directrship n the Bard f the Cmpany shall terminate r cease in accrdance with the prvisins f the Cmpanies Act 2013 and rules made there under, and any ther applicable Laws fr the time being in frce. Yur directrship may als be terminated fr vilatin f any prvisin specified in the Cde f Cnduct f the Cmpany fr the Independent Directrs. Yu may resign frm the directrship f the Cmpany by giving a ntice in writing t the Cmpany stating the reasns fr resignatin and t Registrar f Cmpanies (ROC). The resignatin shall take effect frm the date n which the ntice is received by the Cmpany r the date, if any, specified by yu in the ntice, whichever is later. If at any stage during the Term, there is a change that may affect yur status as an Independent Directr as envisaged in Sectin 149(6) f the 2013 Act, yu agree t prmptly submit yur resignatin t the Cmpany with effect frm the date f such change. VII. Cnfidentiality Yu must apply the highest standards f cnfidentiality and nt disclse t any persn r cmpany (whether during the curse f the Appintment r at any time after its terminatin) any cnfidential infrmatin cncerning the Cmpany and any Grup Cmpanies with which yu cme int cntact by virtue f yur psitin as a Nn-Executive Independent Directr f the Cmpany. Yur attentin is drawn t the requirements under bth legislatin and regulatin as t the disclsure f price-sensitive infrmatin. Cnsequently, yu shuld avid making any statements that might risk a breach f these requirements withut prir clearance frm the Chairman r Cmpany Secretary. On terminatin f the Appintment, yu will deliver t the Cmpany all bks, dcument, papers and ther prperty f r relating t the business f the 4

5 Cmpany which are in yur pssessin, custdy r pwer by virtue f yur psitin as a Nn-Executive Independent Directr f the Cmpany. VIII. Publicatin f the letter f appintment Thanking yu, In line with the prvisins f the Cmpanies Act, 2013, the Cmpany may make public a generic cpy f this letter n its website and the same shall be pen fr inspectin at the Registered Office f the Cmpany by any member during nrmal business hurs. This letter cnstitutes neither a cntract fr services nr a service cntract. Yurs faithfully, Please cnfirm yur agreement t the abve by signing and returning the enclsed duplicate f this letter. Fr InfBeans Technlgies Limited Name Designatin DIN Place: I accept the abve ffer f appintment fr the pst f Independent Directr with all the terms and cnditins cntained herein. Name Signature Date: 5