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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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About IITL Group
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Management Team
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Code
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Policies
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Independent Directors
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Board & Committees
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Details of Familiarization Programme
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Loans To Body Corporates
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Industrial Investment Trust Limited (IITL), was incorporated
in the year 1933 as an investment trust company. IITL sought to provide its shareholders
an expert advice on investment portfolio. Original subscribers to the paid up capital
included prominent members of the financial community in India and England, including
Insurance Companies such as Prudential, United and Oriental and some of the most
princely families in India. IITL is listed on Bombay Stock Exchange Limited (BSE)
and The National Stock Exchange of India Limited (NSE).
IITL obtained Certificate of Registration from Reserve Bank of India in the year
2000 to carry on as a Non Banking Financial Company (NBFC) without accepting Public
Deposits. The main objectives of the holding company are to carry on the business
as an Investment Company and to invest in shares, stock, debentures and bonds. The
Company also undertakes activities such as Private Equity and Margin Funding and
holds prime properties. The Company has been consistently paying dividend to the
shareholders over the years and also made Bonus Issue three times.
SUBSIDIARIES:
IITL PROJECTS LIMITED (IITLPL) , a BSE listed Company was acquired
by IITL in the year 2008. IITLPL is engaged in Real Estate business, construction
of residential complexes in the National Capital Region ((NCR). It has acquired
plots of land on long term lease, under Builders Residential Scheme (BRS) of the
Greater Noida Industrial Development Authority (GNIDA), New Okhala Industrial Development
Authority (NOIDA) and Yamuna Expressway Authority (YEA).
Apart from constructing its own project, IITLPL has also undertaken project through
Special Purpose Vehicle (SPV) and private limited company. The total lease hold
area allotted to the Company alongwith SPV’s is around 2,65,000 sq. meters.
IITL Management and Consultancy Private Limited,
(Formerly known as IIT Insurance Broking and Risk Management Private Limited), IIT Insurance Broking
and Risk Management Pvt. Ltd. filed application with IRDAI for surrender of Insurance broking license,
IRDAI granted approval to the company. Upon surrender of license the company changed its object clause
and the name. It is now known as IITL Management and Consultancy Private Limited.
IIT Investrust Limited The company is no longer in the stock broking business
and surrendered its stock broking & DP license with BSE, NSE, CDSL and SEBI respectively.
IITL Corporate Insurance Services Private Limited
Subsequently the Company had made an application under the Companies (Removal of Names of Companies from
the Register of Companies) Rules, 2016’ for Removal of name of the Company from the Register of Companies.
Ministry of Corporate Affairs has struck off the company with effect from August 23, 2021. The company
stands dissolved.
IITL Marketing Management Private Limited (formerly known as IIT Media and
Entertainment Private Limited).Pursuant to the application filed
by the Company under ‘Fast Track Exit, 2011’ for striking of its name from the
Register of Companies under Section 560 of the Companies Act, 1956, the Company’s
name has been struck off from the Register of Companies w.e.f. October 25, 2016
and the said Company stands dissolved.
ASSOCIATES:
World Resorts Limited (WRL), IITL has acquired 25% stake in
equity of an unlisted public company, World Resorts Limited, which is into the business
of hospitality and owns and operates a five star hotel by the name “Golden Palms
Hotel & Spa†at Tumkur Road, Bangalore. It also manages and operates hotels under
the brand “Golden Palmsâ€.
Website :www.goldenpalmshotel.com
JOINT VENTURE:
Future Generali India Life Insurance Company Limited (FGILICL)
In March 2013, the Company had acquired 32,67,00,000 equity shares (equivalent to 22.5%) of Future Generali India Life Insurance Company Limited (FGILICL) for Rs. 340 crores. Since couple of years, the Company had been exploring various options to divest its stake in FGILICL. On December 18, 2021, the Company entered into Share Purchase Agreement with ‘Generali’ one of the Joint Venture Partner of FGILICL for a consideration amount of Rs. 225 crores. The transaction was subject to the approval of Insurance Regulatory and Development Authority of India (IRDAI), Registrar of Companies, Competition Commission of India (CCI), Reserve Bank of India and Shareholders of the company. Upon receiving approvals from all authorities and shareholders, the transaction was consummated on March 28, 2022. Accordingly, FGILICL ceased to be the Joint Venture of the Company.
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The Code is a guide to professional conduct for independent directors. Adherence
to these standards by independent directors and fulfillment of their responsibilities
in a professional and faithful manner will promote confidence of the investment
community, particularly minority shareholders, regulators and companies in the institution
of independent directors.
I. Guidelines of professional conduct:
An independent director shall:
1) uphold ethical standards of integrity and probity;
2) act objectively and constructively while exercising his duties;
3) exercise his responsibilities in a bona fide manner in the interest of the
company;
4) devote sufficient time and attention to his professional obligations for
informed and balanced decision making;
5) not allow any extraneous considerations that will vitiate his exercise of
objective independent judgment in the paramount interest of the company as a whole,
while concurring in or dissenting from the collective judgment of the Board in its
decision making;
6) not abuse his position to the detriment of the company or its shareholders
or for the purpose of gaining direct or indirect personal advantage or advantage
for any associated person;
7) refrain from any action that would lead to loss of his independence:
8) where circumstances arise which make an independent director lose his independence;
the independent director must immediately inform the Board accordingly;
9) assist the company in implementing the best corporate governance practices.
II. Role and functions:
The independent directors shall:
1) Help in bringing an independent judgment to bear on the Board’s deliberations
especially on issues of strategy, performance, risk management, resources, key appointments
and standards of conduct;
2) Bring an objective view in the evaluation of the performance of board and
management;
3) Scrutinize the performance of management in meeting agreed goals and objectives
and monitor the reporting of performance;
4) Satisfy themselves on the integrity of financial information and that financial
controls and the systems of risk management are robust and defensible;
5) Safeguard the interests of all stakeholders, particularly the minority shareholders;
6) Balance the conflicting interest of the stakeholders;
7) Determine appropriate levels of remuneration of executive directors, key
managerial personnel and senior management and have a prime role in appointing and
where necessary recommend removal of executive directors, key managerial personnel
and senior management;
8) Moderate and arbitrate in the interest of the company as a whole, in situations
of conflict between management and shareholder’s interest.
III. Duties:
The independent directors shall:
1) Undertake appropriate induction and regularly update and refresh their skills,
knowledge and familiarity with the company;
2) Seek appropriate clarification or amplification of information and, where
necessary, take and follow appropriate professional advice and opinion of outside
experts at the expense of the company;
3) Strive to attend all meetings of the Board of Directors and of the Board
committees of which he is a member;
4) Participate constructively and actively in the committees of the Board in
which they are chairpersons or members;
5) Strive to attend the general meetings of the company;
6) Where they have concerns about the running of the company or a proposed
action, ensure that these are addressed by the Board and, to the extent that they
are not resolved, insist that their concerns are recorded in the minutes of the
Board meeting;
7) Keep themselves well informed about the company and the external environment
in which it operates;
8) Not to unfairly obstruct the functioning of an otherwise proper Board or
committee of the Board.
9) Pay sufficient attention and ensure that adequate deliberations are held
before approving related party transactions and assure themselves that the same
are in the interest of the company;
10) Ascertain and ensure that the company has an adequate and functional vigil
mechanism and to ensure that the interests of a person who uses such mechanism are
not prejudicially affected on account of such use;
11) Report concerns about unethical behavior, actual or suspected fraud or
violation of the company’s code of conduct or ethics policy;
12) Acting within his authority, assist in protecting the legitimate interests
of the company, shareholders and its employees;
13) Not disclose confidential information including commercial secrets, technologies,
advertising and sales promotion plans, unpublished price sensitive information,
unless such disclosure is expressly approved by the Board or required by law.
IV. Manner of appointment:
1) Appointment process of independent directors shall be independent of the
company management; while selecting independent directors the Board shall ensure
that there is appropriate balance of skills, experience and knowledge in the Board
so as to enable the Board to discharge its functions and duties effectively.
2) The appointment of independent director(s) of the company shall be approved
at the meeting of the shareholders
3) The explanatory statement attached to the notice of the meeting for approving
the appointment of independent director shall include a statement that in the opinion
of the Board, the independent director proposed to be appointed fulfills the conditions
specified in the Act and the rules made thereunder and that the proposed director
is independent of the management.
4) The appointment of independent directors shall be formalized through a letter
of appointment, which shall set out:
a) The term of appointment;
b) The expectation of the Board from the appointed director; the
Board-level committee(s) in which the director
is expected to serve and its tasks;
c) The fiduciary duties that come with such an appointment along
with accompanying liabilities;
d) Provision for Directors and Officers (D and O) insurance, if
any;
e) The Code of Business Ethics that the company expects its directors
and employees to follow;
f) The list of actions that a director should not do while functioning
as such in the company; and
g) The remuneration, mentioning periodic fees, reimbursement of
expenses for participation in the Board’s and other meetings and profit
related commission, if any.
5) The terms and conditions of appointment of independent directors shall be
open for inspection at the registered office of the company by any member during
normal business hours
6) The terms and conditions of appointment of independent directors shall also
be posted on the company’s website.
V. Reappointment
The re-appointment of independent director shall be on the basis of report of performance
evaluation.
VI. Resignation or removal:
1) The resignation or removal of an independent director shall be in the same
manner as is provided in sections 168 and 169 of the Act.
2) An independent director who resigns or is removed from the Board of the
company shall be replaced by a new independent director within a period of not more
than one hundred and eighty days from the date of such resignation or removal, as
the case may be.
3) Where the company fulfills the requirement of independent directors in its
Board even without filling the vacancy created by such resignation or removal, as
the case may be, the requirement of replacement by a new independent director shall
not apply.
VII. Separate meetings:
1)  The independent directors of the company shall hold at least one meeting
in a year, without the attendance of non-independent directors and members of management;
2)  All the independent directors of the company shall strive to be present
at such meeting;
3)  The meeting shall:
a)  review the performance of non-independent directors and the
Board as a whole;
b)  review the performance of the Chairperson of the company, taking
into account the views of executive directors and non-executive directors;
c)  assess the quality, quantity and timeless of flow of information
between the company management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.
VIII. Evaluation mechanism:
1) The performance evaluation of independent directors shall be done by the entire
Board of Directors, excluding the director being evaluated.
2) On the basis of the report of performance evaluation, it shall be determined
whether to extend or continue the term of appointment of the independent director.
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TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
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Pursuant to declarations received under Section 149(6) of Companies Act, 2013 and
based on the recommendation of Nomination and Remuneration Committee, the Board
and the Shareholders have approved the appointment of following Directors as Independent
Directors.
The terms and conditions of appointment of the following Independent Directors are
subject to the extant provisions of the (i) applicable laws, including the Companies
Act, 2013 (‘2013 Act’) and Clause 49 of the Listing Agreement (as amended from
time to time) and (ii) Articles of Association of the Company
Sl. No.
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Name of Independent Director
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With effect from
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To
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1
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Ms. Sujata Chattopadhyay
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September 21, 2018
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Till conclusion of 90th AGM to be held in the year 2023.
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2
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Mr. Venkatesan Narayanan
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September 21, 2019
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Re-appointed for a second term of five consecutive till the conclusion of 91st AGM
to be held in the year 2024
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3
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Mr. Milind S. Desai
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September 21, 2019
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Till conclusion of 90th AGM to be held in the year 2023
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The broad terms and conditions of their appointments as Independent Directors of
the Company are reproduced hereunder:
1. Appointment
The appointment will be for the period mentioned against their respective names
(“Termâ€). The Company may disengage Independent Directors prior to completion
of the Term subject to compliance of relevant provisions of the 2013 Act.
As Independent Directors, they will not be liable to retire by rotation.
Reappointment at the end of the Term shall be based on the recommendation of the
Nomination and Remuneration Committee and subject to the approval of the Board and
the shareholders. The reappointment would be considered by the Board based on the
outcome of the performance evaluation process and the directors continuing to meet
the independence criteria.
The directors may be requested to be a member / Chairman of any one or more Committees
of the Board which may be constituted from time to time.
2. Role and Duties
The role and duties will be those normally required of a Non-Executive Independent
Director under the Companies Act, 2013 and the listing agreement. There are certain
duties prescribed for all Directors, both Executive and Non-Executive, which are
fiduciary in nature and are as under:
I. They shall act in accordance with the Company’s Articles of Association.
II. They 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.
III. They shall discharge their duties with due and reasonable care, skill and diligence.
IV. They shall not involve themselves in a situation in which they may have a direct
or indirect interest that conflicts, or possibly may conflict, with the interest
of the Company.
V. They shall not achieve or attempt to achieve any undue gain or advantage either
to themselves or to their relatives, partners or associates.
VI. They shall not assign their office as Director and any assignments so made shall
be void.
In addition to the above requirements applicable to all Directors, Non-Executive
Director:
i) Should constructively challenge and help developproposals on strategy;
ii) Should scrutinise the performance ofmanagement in meeting agreed goals and objectives;
iii) Should satisfy themselves on the integrity of financialinformation and that
financial controls and systems of risk management are robust and defensible;
iv) Are responsible for determining appropriate levelsof remuneration of Executive
Directors and have a prime role in appointing, and where necessary, removing Executive
Directors and in succession planning;
v) Should take responsibility for the processes for accurately reporting on performance
and the financial position of Industrial Investment Trust Limited; and
vi) Should keep governance and compliance withthe applicable legislation and regulations
under review and the conformity of Industrial Investment Trust Limited practices
to accepted norms.
3. Status of Appointment
3.1 They will not be an employee of the Company. They will be paid such remuneration
by way of sitting fees for meetings of the Board and its Committees as may be decided
by the Board and approved by the Shareholders from time to time. Further, they may
be paid remuneration by way of commission as may be approved by the Board and the
Shareholders from time to time.
4. Reimbursement of Expenses
In addition to the remuneration described in paragraph 5 the Company may, for the
period of appointment of Independent Directors, reimburse them for travel, hotel
and other incidental expenses incurred by them in the performance of their role
and duties.
5. Conflict of Interest
5.1 It is accepted and acknowledged that they may have business interests other
than those of the Company. As a condition to their appointment commencing, they
are required to declare any such directorships, appointments and interests to the
Board in writing in the prescribed form at the time of their appointment.
5.2 In the event that their circumstances seem 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 they are independent, this should be disclosed
to the Chairman of the Company.
6. Confidentiality
All information acquired during their appointment is confidential to Industrial
Investment Trust Limited and should not be released, either during their appointment
or following termination (by whatever means) to third parties without prior clearance
from the Chairman unless required by law or by the rules of any stock exchange or
regulatory body.
Their attention is also drawn to the requirements under the applicable regulations
and the Industrial Investment Trust Limited’s Code of Insider Trading which concern
the disclosure of price sensitive information and dealing in the securities of Industrial
Investment Trust Limited. Consequently they should avoid making any statements or
performing any transactions that might risk a breach of these requirements without
prior clearance from the Chairman.
7. Evaluation
The Company will follow the following Evaluation mechanism:
7.1 Based on the evaluation and recommendation by the Nomination and Remuneration
Committee, the Company will carry out an evaluation of the performance of the Board
as a whole, Board Committees and Directors on an annual basis.
7.2 On the basis of the report of performance evaluation, it shall be determinedwhether
to extend or continue the term of appointment as anIndependent Director.
8. Insurance
Industrial Investment Trust Limited has Directors’ and Officers’ liability insurance
and it is intended that Industrial Investment Trust Limited will assume and maintain
such cover for the full term of their appointment.
9. Independent Professional Advice
There may be occasions when they consider that they need professional advice in
furtherance of their duties as a Director and it will be appropriate for them to
consult independent advisers at the Company’s expense. The Company will reimburse
the full cost of expenditure incurred in accordance with the Company’s policy.
10. 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 at a Board meeting so that the minutes may record their
interest appropriately and our records are updated. A general notice that they are
interested in any contracts with a particular person, firm or company is acceptable.
11. Code for Independent Directors, Code of Conduct for Directors and Code of Conduct
for Prevention of Insider Trading
They are required to abide by theCode for Independent Directors, Code of Conduct
for Directors and Code of Conduct for Prevention of Insider Trading, as issued by
the Company.
12. Termination
a. They may resign from their position at any time and should they wish to do so,
they are requested to serve a reasonable written notice on the Board.
b. Continuation of their appointment is contingent on their getting re-elected by
the shareholders in accordance with provisions of Companies Act, 2013 and the Articles
of Association of the Company, from time to time in force. They will not be entitled
to compensation if the shareholders do not re-elect them at any time.
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WE'RE COMING SOON
We're coming soon! We're workinghard to give you the best experience!
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WE'RE COMING SOON
We're coming soon! We're workinghard to give you the best experience!
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WE'RE COMING SOON
We're coming soon! We're workinghard to give you the best experience!
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