Terms and Conditions of Appointment of Independent Director
We thank you for your confirmation to Stylam Industries Limited (the Company) that you meet the "Independence criteria" as envisaged in Section 149(6) of the Companies Act.2013 and Clause 49 of Listing Agreement as amended vide circular issued by Securities and Exchange Board of India ref no. CIR/CFD/Policy CELL/2/2014 dated April 17, 2014 and effective from October 1, 2014 and also you're consenting to act as Director of the Company.
Pursuant to your confirmation, we are pleased to confirm that upon the recommendation of the Nomination Committee, The Board and the shareholders have approved your appointment as an Independent Director on the Board of the Company.
This letter sets out the terms of your appointment as an Independent Director. Your relationship with the Company will be that of an office-holder and not one of contract of employment in the Company.
The terms of your appointment as set out in this letter, are subject to the extant provision of the
- applicable laws, including and clause 49 of the Listing Agreement (as amended from time to time) and
- Article of Association of the company (AOA)
Your appointment will be for a period of 5years and shall take effect from October 1st, 2014 unless terminate earlier or extended, as per the provisions of this letter or applicable laws ("Term").
As an Independent Director you will not be able to retire by rotation.
Re-appointment at the end of the Term shall be based on the recommendation of the Nominations committee and subject to the approval of the Board and the shareholders. Your re-appointment would be considered by the Board based on the outcome of the performance evaluation process and continuing to meet the independence criteria.
As per the Board's current assessment, you will be Chairman/member of the following committees:-
- Audit Committee
- Nomination and remuneration Committee
The mandates of the aforesaid Committees are provided as Annexure. The Board may reconstitute the composition of any/all committees, from time to time and any such change shall be promptly communicated to you. In such an event you may also be required to serve on other committee of the Board.
2. ROLE, DUTIES NAD RESPONSIBILITIES
As member of the Board you along with the other Directors will be collectively responsible for meeting of the objectives of the Board which include:-
Requirements under the Companies Act, 2013
Responsibilities of the Board as outlined in the Corporate Governance requirement as prescribed by the Stock Exchange under clause 49 of the listing Agreement
Accountability under the director's Responsibility Statement
Overseeing the maintenance of high standard of Stylam Values and ethical conduct of Business
Overseeing the Company's contribution to enhancing the quality of life of Communities.
You shall be 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 Listing Agreement.
You will also be responsible for providing guidance in the area of your expertise.
As an Independent Director you shall be paid sitting fees for attending the meetings of the Board and the Committees of which you are a member.
The sitting fees payable to you as follows:-
The Company may pay or reimburse to such fair and reasonable expenditure, as may have been incurred by you while performing your role as an independent Director of the Company. This could include reimbursement of expenditure incurred by you for attending Board/ Committee meetings, Annual general meetings, Extra Ordinary General Meetings, court convened Meeting, meeting with shareholders/ creditors/ management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to prior consultation with the Board, professional advice from Independent advisors in the furtherance of your duties as an Independent Director.
4. CODE OF CONDUCT
As an Independent Director of the Company, you agree to comply with the Stylam Code of Conduct for Non- Executive Director. For your reference, the code of conduct for Non-Executive Director is outlined below:-
Non - Executive Director of a Company will always act in the interest of the Company and ensure that any other business or personal association which they may have, does not involve any conflict of interest with the operation of the Company and hi/her role therein.
Non- Executive Director will comply with all applicable laws and regulation of the relevant regulatory and other authorities as may be applicable to such directors in their individual capacities.
Non- Executive Directors will safeguard the confidentiality of all information received by them by virtue of their position.
Unless specifically authorized by the Company, you shall not disclose Company and business information to public constituencies such as media, employees, shareholders, agent, franchise, dealers, distributors and Importers.
Non- Executive Directors shall not participate in any business activity which might impede the application of your independent judgment in the best interest of the Company.
5. INDUCTION AND DEVELOPMENT
The Company shall, if required, conduct formal induction program for its independent Directors which may include any of the following:-
Board roles and responsibilities, whilst seeking to build working relationship among the Board Members, Company's vision, core values, ethics and Corporate Governance practice.
Familiarization with financial matters, management team and business operations, Meetings with stakeholders, visit to business locations and meetings with senior and middle management.
The Company shall, 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 arrange for training on all matters which are common to the whole Board.
6. DISCLOSURES, OTHER DIRECTORSHIP AND BUSINESS INTEREST
During the term, you shall 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 of the Company. You Shall promptly disclose the same to the Chairman and the Company Secretary. Please confirm that as on date of this letter, you have no such conflict of interest issues with your existing directorship.
During your term, you agree to promptly provide a declaration under section 149(7) of the Companies Act,2013.
7. CHANGE OF PERSONAL DETIALS
During the term, you 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.
Your directorship on the Board of the Company shall terminate or cease in accordance with law. Apart from the ground of termination as specified in the Companies Act, 2013, your directorship may be terminated for violation of any provision of the code of conduct as applicable to Non-Executive Directors.
You may resign from the directorship of the Company by giving a notice in writing to the company stating the reason 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 you in the notice whichever is later.
If at any stage during the term, there is a change that may affect your status as an independent Director as envisaged in section 149(6) of the Companies Act, 2013 or if applicable, you fail to meet the criteria for "Independence" under the provision of clause 49 of the Listing Agreement, you agree to promptly submit your resignation to the Company with effect from the date of change.
9. ACCEPTANCE AND APPOINTMENT
We are confident that the Board and the Company will benefit immensely from your rich experience and we are eager to have you as an integral part of the growth of our company. If these terms of appointment are acceptable to you, please confirm your acceptance by signing and returning the enclosed copy of this letter.
We thank you for your continued support and commitment to the Company.
For Stylam Industries Limited
Jagdish Gupta Managing Director
AGREE AND ACCEPT
I have read and understood the terms of my appointment as an Independent Director of the company and I hereby affirm my acceptance to the same.