• Should submit a declaration in the beginning of every financial year under Section 149(7) of the Companies Act, 2013 confirming whether they meet the criteria of independence.
• Should promptly inform the Board of any change in the status of their independence.
• Shall not breach any of the terms and conditions pertaining to Independent Directors as mentioned in the Companies Act, 2013 or the listing agreement or any other Act or Regulations.
• Shall display utmost alacrity in approving financial statements.
• Shall disclose interest in any contracts or arrangements and also disclose the interest on a periodical basis as required under law.
• Shall strive to attend all meetings including Board, Committee and General Meetings, and actively participate in them.
• Shall not compromise or allow to compromise their "Independence".
• Shall not misuse the assets, property, information or any other matter that may be in their possession in their capacity as a Director.
• Shall ensure compliance with all the laws of the land.

The above list is only indicative and not exhaustive. Any breach of fiduciary duties would warrant civil and criminal action or both by the Company, its shareholders, statutory authorities and others. The Companies Act, 2013 envisages significant penalties and imprisonment for such breaches. They are also exposed to Class Action Suits by Shareholders.

5. The list of actions that a director should not do while functioning as such in the Company

Independent Directors shall not:

• Misuse the information in their possession for personal gains.
• Engage in any way (both directly or indirectly) with the competitors.
• In any way indulge in activities which may be construed as conflict of interest.
• Break any law of the land or indulge or provoke the co-directors or employees to do the same.

The above list is only indicative and not exhaustive.

6. The remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any

Presently all the non-whole time Directors are remunerated by way of Sitting Fees. The expenses incurred by the Directors for attending the Board or Committee Meetings or any other work are reimbursed.

7. Others

• The Appointment Letter is issued based on the Act, Rules and other Regulations prevalent at the time of appointment. Any change in above shall automatically entail changes in the terms and conditions.
• The Board or its Committee is empowered to change the policy from time to time. Such change in policy shall be informed to Independent Directors.
• The Board or its Committee are empowered to review and change the terms and conditions of this letter. Any changes thereof will be informed to the Independent Directors.