Government of India recognized "2 Star Export House".

............... Date
............... Name of the Director
............... Address of the Director

Sub: Appointment as Independent Director

Dear,
We are pleased to inform you that in Extra-ordinary General Meeting held on 23rd February, 2015 members have approved your appointment as an Independent Director ('ID') of the Company in pursuance of Section 149 of the Companies Act, 2013.
This letter sets out the terms of your appointment as ID.

APPOINTMENT

  • Your appointment is for a term of five years, not liable to retire by rotation. As an ID, you will observe and perform all duties and responsibilities and Code of Conduct prescribed under the Companies Act, 2013 ('Act').
  • Your appointment is also subject to the maximum permissible Directorships that one can hold as per the provisions of the Companies Act, 2013.

COMMITTEES

Board may from time to time request you to serve on one or more of the Committees of the Board and you will perform tasks as per the terms of reference of respective committee.

ROLE AND DUTIES

Your role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013 and the listing agreements. Some of the important one's are reproduced below;

  • You shall act in accordance with the Company's Articles of Association.
  • You shall 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.
  • You shall discharge your duties with due and reasonable care, skill and diligence.
  • You shall not involve yourself in a situation which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
  • You shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners or associates.
  • You shall not assign your office as Director and any assignments so made shall be void.

REMUNERATION

Company currently pays sitting fees for Board meetings and committee meetings attended plus reimbursement of expenses incurred for attending the meetings.

CONFLICT OF INTEREST

It is accepted and acknowledged that you may have business interests other than those of the Company. As a condition to your appointment commencing, you are required to declare any such directorship, appointments and interests to the Board in writing in the prescribed form at the time of your appointment. In the event that your circumstances seen likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgment that you are independent, this should be disclosed to both the Chairman and the Secretary.

DISCLOSURE OF INTEREST

The Company must include in its Annual Accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed no later than when the transaction or arrangement comes up to a Board meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that you are interested in any contracts with a particular person, firm or company is acceptable.

MEMBERSHIPS OF OTHER BOARDS

It is expected that you will not serve on the boards of competing companies. Apart from the applicable law and good corporate governance practices, there are no other additional limitations.

TERMINATION

You may resign from your position at any time and should you wish to do so, you are requested to serve a reasonable written notice on the Board.

Your appointment may also be terminated in accordance with the provisions of the Act and Articles of Association of the Company from time to time in force.

Performance evaluation of IDs shall be done annually by entire Board excluding the director being evaluated. Performance is assessed based on clearly defined parameters which are enclosed.

It is a pleasure to have you on board and we are confident that your association, expertise and advice will immensely benefit the Company and the Board.

Best regards, Yours sincerely,

Chairman of the Board Encl: As above

CERTIFICATIONS

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