TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR

BACKGROUND

The terms and conditions for the appointment of the Independent Directors are subject to the extant provisions of the:

  1. applicable laws, including the Companies Act, 2013 (“Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and
  2. Articles of Association of the Company.

The broad terms and conditions of their appointments as Independent Directors (“ID’s”) of the Company are set forth hereunder:

APPOINTMENT

  1. The appointment will be for the period mentioned against their respective names (“Term”). The Company may remove Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the Companies Act 2013 and Articles of Association of the Company.
  2. In compliance with provision of Section 149(13) of the Act, Independent Directors are not liable to retire by rotation.
  3. Re-appointment 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.
  4. 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.
  5. 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 as defined in Section 149(6) or Listing Regulations or on the occurrence of any event as defined in section 167 of the Companies Act, 2013. Upon termination or resignation for any reason, duly intimated to the Company, Independent Directors will not be entitled to any compensation for loss of office

TRAINING OF THE BOARD

Every new Independent Director of the board will attend an orientation program. Presentations will be made by Senior Managerial Personnel to the newly appointed Independent Directors. The presentations will cover inter alia an overview of the strategy and operations to familiarize bout the vision, ideology, strategy, operations, and functions of the company.

ROLE, DUTIES AND RESPONSIBILITIES

Your role and duties will be those normally required of a Non-Executive Director under the Act and the Listing Agreement. There are certain duties prescribed for all Directors, both executive and non-executive, which are fiduciary in nature and the same are specified under Section 166 of the Act.

In addition to the above requirements, you are also required to discharge the duties, roles and responsibilities as applicable to Independent Director as stated under Schedule IV of the Act, as in force and as may be amended from time to time. While performing such duties you will be required to abide by the ‘Guidelines of Professional Conduct’ as stated under the said schedule.

DIRECTORS’ FEES/ REMUNERATION

A sitting fee will be paid to the Independent Director for attending the meeting of the Board as well as the Committee meetings, as may be decided by the Board of Directors from time to time in accordance with the limits prescribed under the Act and Rules made thereunder.

DISCLOSURE, OTHER DIRECTORSHIPS AND BUSINESS INTEREST

During the term, you agree to promptly notify the company of any change in your directorships and provide such other disclosures and information as may be required under the applicable laws. You also agree that upon becoming aware of any potential conflict of interest with your position as Independent Director, you shall promptly disclose the same to the company. At the time of appointment, Independent Directors have to disclose that they have no such conflict of interest with their existing Directorships, if any.

During you term, you agree to provide a declaration under Section 149(7) of the Act, upon any change in circumstances which may affect your status as Independent Director.

PERFORMANCE APPRAISAL/ EVALUATION PROCESS

As a members, your performance shall be evaluated periodically. Evaluation shall be done by the other Directors of the Company. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee and shall be disclosed in the Company’s Annual Report.

However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board/ Committee.

CODE OF CONDUCT/ EXCLUDED ACTIONS

Independent Directors shall follow the Code of Conduct and furnish annual affirmation of the same. Independent Directors will apply the highest standards of confidentiality and not disclose to any person or company (whether during the course of the tenure as Independent Director or at any time after their cessation) any confidential information concerning the company with which you come into contact by virtue of your position as a Director, except as permitted by Law or with prior clearance from the Chairman of the Board.

SEBI (Prohibition on Insider Trading) Regulations, 1992 prohibits the disclosure or use of any unpublished price sensitive information. You should not make any statement(s) that might risk a breach of the requirements specified under the said statute unless the same is required under any law or for the purpose of compliance of any direction, order etc. issued by any judicial authority. Additionally, you shall not participate in any business activity which might impede the application of your independent judgment in the best interest of the company.

AMENDMENT

Any change in policy shall be approved by the Board of the Company. The board shall have the right to withdraw/ and or amend any part of this policy or the entire policy, at any time, as it deems fit, or from time to time, and the decision of the Board in this respect shall be final and binding.

In case any provisions of this policy are contrary to or inconsistent with the provisions of Companies Act, 2013 rules framed thereunder and Listing Regulations (“Statutory Provisions”), the provisions of statutory provisions shall prevail.

DISSEMINATION OF THE POLICY

The policy shall be hosted on the website of the company i.e. www.houseofmanohar.com