TERMS & CONDITIONS-INDEPENDENT DIRECTORS' APPOINTMENT

TERMS & CONDITIONS-INDEPENDENT DIRECTORS' APPOINTMENT

The Board of Directors of Kribhco Infrastructure Limited has re-appointed Mr. Shanti Narain and Ms. Shilpi Arora as Independent Directors of the Company for one year w.e.f. March 27, 2016.

The broad terms and conditions for the appointment of Independent Directors are reproduced hereunder:

1. Appointment

The term of appointment of Non-Executive Independent Director will be decided by the Board. The appointment of Independent Director is subject to approval of the Shareholders as per the provisions of the Companies Act, 2013.

As an Independent Director he/she will not be liable to retire by rotation. He/she will not be an employee of the Company and the appointment of Independent Director shall not be considered as a contract for services or a service contract. The appointment and tenure as Independent Director shall be consistent with the applicable provisions of the Companies Act, 2013 and the other applicable law.

2. Board Committees

The Board may, if it deems fit, invite the Independent Director for being appointed on one or more existing Board Committees or any such Committee that may be set up in future.

The Independent Director shall devote sufficient time as is prudent and necessary to meet the expectations from his/her role as an Independent Director to the satisfaction of the Board.

3. Role and Duties

As a member of the Board, the role, duties and responsibilities of Independent Director will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013 and the other applicable law.

In terms of Section 166 of the Companies Act, 2013, the Independent Director shall

  • act in accordance with the Company’s Articles of Association.
  • 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, its employees, the shareholders, the community and for the protection of environment.
  • exercise his/her duties with due and reasonable care, skill and diligence.
  • not involve himself/herself in a situation in which he/she may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
  • not achieve or attempt to achieve any undue gain or advantage either to himself/herself or to his/her relatives, partners or associates.
  • not assign his/her office as Director and any assignments so made shall be void.

The Independent Director shall also abide by the ‘Code for Independent Director’ as outlined in Schedule IV to the Companies Act, 2013, and duties of directors as provided in the said Act.

4. Sitting Fee

As Independent Directors, he/she shall be paid sitting fees for attending the meeting of the Board and the Committees of which he/she is member. The sitting fees for attending each meeting of the Board and its Committees would be as determined by the Board from time to time.

Reimbursement of Expenses:

In addition to the sitting fee described, hereinabove, the Company will, for the period of the appointment, reimburse to Independent Director for travel, hotel and other incidental expenses incurred by Independent Director in performance of the role and duties.

5. Confidentiality

All information acquired by the Independent Director during the appointment will be confidential to KRIL and should not be released, either during the appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman unless required by law. On request, the Independent Director shall surrender any document and other material made available to him/her by KRIL.

6. Disclosure of Interest

The Independent Director may have business interests other than those of the Company. As a condition to his/her appointment commencing, he/she is required to disclose material interest in any transaction or arrangement that the Company has entered into. Such interest should be disclosed not later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record the interest appropriately and the records are updated. A general notice that the Independent Director is interested in any contracts with a particular person, firm or company is acceptable. The Independent Director will promptly notify the Company if there is any change in the general notice given.