Terms and Conditions of Appointment of Independent Director

[Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Clause 49(II)(B)(4) of the Indian Listing   Agreement]

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

1.     Terms of Appointment:

  • Subject to Members’ approval at the Annual General Meeting of the Company, The term of appointment of Independent Directors of the Company is for a period of 5 consecutive years from the date of their being appointed or designated as such on the Board of the Company.
  • Appointment of Independent Director is also subject to the permissible directorships that one can hold as per the provisions of the Companies Act, 2013 and other applicable statutes.
  • Independent Directors will be eligible to be re-appointed for a further period of 5 consecutive years, after the completion of their tenure of first 5 years, subject to Board approval, and the passing of a Special Resolution by Shareholders.

 2. Role, duties and responsibilities

 A. As members of the Board, they along with the other Directors will be collectively responsible for meeting the objectives of the Board which include:

• Requirements under the 2013 Act,

• “Responsibilities of the Board” as outlined in the Corporate Governance requirements as prescribed by Stock  Exchanges under Clause 49 of the Listing Agreement,

• Accountability under the Director’s Responsibility Statement.

 B. They shall abide by the ‘Code For Independent Directors’ as outlined in Schedule IV to Section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166) and in Clause 49 of the Listing Agreement.

 C. They are particularly requested to provide guidance in their area of expertise.

 3. Time Commitment

 They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an Independent Director.

 4. Remuneration

 As Independent Directors, they shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The sitting fees for attending each meeting of the Board and its Committees would be as determined by the Board from time to time.

 In addition to the sitting fees, commission that may be determined by the Board may also be payable to them. In determining the amount of this commission, the Board supported by the Nomination and Remuneration Committee may consider performance of the Company and their performance as evaluated by the Board.

Further, the Company may pay or reimburse to the Director such expenditure, as may have been incurred by them while performing their role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by them for accommodation, travel and any out of pocket expenses for attending Board/ Committee meetings, General Meetings, court convened meetings, meetings with shareholders/creditors/management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to the expense being reasonable, professional advice from independent advisors in the furtherance of their duties as Independent Directors.

 5. Code of Conduct

 As Independent Directors of the Company, they agree to comply with the Code of Conduct for Directors provided on the website of the company www.vikasgranaries.in.

The provisions of, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, prohibiting disclosure or use of unpublished price sensitive information, would be applicable to the Independent Directors.

Additionally, they shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.

 All Directors are required to sign a confirmation of acceptance of the Vikas Granaries Limited Code of Conduct as adopted by the Board on an annual basis.

6. Confidentiality

Unless specifically authorised by the Company, they shall not disclose company and business information to constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers.

Their obligation of confidentiality shall survive cessation of their respective directorships with the Company.

 7. Training and Development

 The Company may, if required, conduct formal training program for its Independent Directors.

The Company may, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the company and its business. The Company will fund/arrange for training on all matters which are common to the whole Board.

 8. Performance Appraisal / Evaluation Process

As members of the Board, their performance as well as the performance of the entire Board and its Committees will be evaluated annually. Evaluation of each director shall be done by all the other directors. The criteria for evaluation 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.

 9. Disclosures, other directorships and business interests

 During the Term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary.

 During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect their status as an Independent Director.

 10. Changes of personal details

 During the Term, they shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.

 11. Disengagement

They may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified by them in the notice, whichever is later.

Their directorship on the Board of the Company shall cease in accordance with law. The Company may disengage Independent Directors prior to completion of Term (subject to compliance of relevant provisions of the 2013 Act) upon:

• Violation of any provision of the Vikas Granaries Limited Code of Conduct.

• Upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the 2013 Act or Clause 49 of the Listing Agreement.