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The broad terms and conditions of the appointment of the Independent Directors of the Company are mentioned hereunder:

A. Term
A ppointment of the Independent Director s is for a n initial term of Five (5 ) years commencing from
1st April, 2014 , subject to the terminat ion if made earlier in accordance with the articles of association of the Company or applicable law.

B. Limit on number of directorship
1. the Independent Director is requested to serve as an independent director in not more than 7
( seven ) listed companies .

2. If the Independent Director is serving as a whole time director in any listed company , he may kindly serve as an independent director in not more than 3 ( three ) listed companies.

C. Committees
The Board of Directors may, if it deems fit, invite the Independent Director for being appointed on one more existing Committees of the Board of Directors or any such committee that which may set up in future . Your appointment on such committee(s) will be subject to the applicable regulations.

D. Duties and Responsibilities
1. The Independent Director will abide by the duties and responsibilities set out at Annexure - 1 hereto , as stipulated by applicable law.

2. The Independent Director will abide by the Code of Conduct and the Code of Business Ethics of the Company.

3. The management expects its independent directors to :
(i) take decisions objectively and solely in the interests of the Company ;
(ii) facilitate Company ’s adher ence to high standards of eth ics and c orporate behavior;
(iii) facilitate existence of appropriate risk management /regulatory compliance policies ;
(iv) guide the Board in monitoring the effectiveness of the Company’s governance practices and to rec ommend changes, required if any;
(v) guide the Board in monit oring and managing potential conflicts of interest of management, Board members and shareholders, including misuse of corporate assets and abuse in related party transactions;
(vi) guide the Board in ensuring the integrity of the Company’s accounting and financ ial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law an d relevant standards;
(vii) act on a fully informed basis , in good faith, with due diligence and care, and in the best interest of the Company and the shareholders; and
(viii) comply with his/her duties and obligations under applicable law, particularly the Act and the equity listing agreement .

E. Performance Evaluation
The Independent Director’s term extension will be recommend ed by the Nomination and Remuneration Committee to the Board, pursuant to the performance evaluation carried out by the entire Board.

F. Sitting Fee
Sitting fees for each meeting of the Board and its Committees will be paid as may be decided by the Board from time to time, subject to maximum limit prescribed under the Companies Act, 2013 and rules made thereunder.

G. Insurance
All Directors (Including Independent Directors) of the Company are covered under the Directors and officers liability Insurance ( D & O Policy ) for the Directors and officers of the Company as indemnification (reimbursement) for losses or advancement of defense costs in the ev ent an insured suffers for any alleged wrongful acts in their capacity as directors and officers.

H. Miscellaneous
1. The Independent Director will recognize that he could have access to confidential information, whether or not the information is marked or designated as “confidential” or “proprietary”, relating to the Company and its business(es) including legal, financial, technical, commercial, marketing and business related records , data, documents, reports, etc., client information, intellectual property rights (including trade secrets), (“ Confidential Information ”) .

2. The Independent Director undertakes to use reasonable efforts to keep confidential and to not disclose to any third party, such Confidential Information.

3. If any Confidential Information is required to be disclosed by the Independent Director in response to any summons or directions of authorities or in connection with any litigation, or in order to comply with any applicable law, order, regulation or ruling , then any such disclosure shou ld be, to the extent possible, with the prior consent of the Board.

4. The Terms and Conditions of Appointment and any dispute or claim arising out of, or in connection with it construed in accordance with and be governed by the laws of Ind ia. The courts of Mumbai alone and no other courts shall have the jurisdiction to entertain and try any disputes arising from and out of the provisions of Appointment .

5. The provisions of the Companies Act, 2013 and rules thereto and Listing Agreemen t (including any amendment thereto from time to time) to the extent applicable, shall apply on the appointment of Independent Directors. And these are general terms and conditions of appointment of Independent Directors which are subject to modification/amendment .


Annexure - 1

Duties and Responsibilities

The Independent Director’s duties and responsibilities are as under:

1. Uphold ethical standards of integrity and probity.

2. Act objectively and constructively while exercising your duties.

3. Exercise responsi bilities of an Independent Director 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 c onsiderations that will vi tiate 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 Co mpany 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 Independent Directorship .

8. Where circumstances arise which make him lo se his independence, he must immediately inform the Board accordingly.

9. Assist the Company in implementing the best corporate governance practices.

10. Assist in bringing an independent judgment to bear on the Board’s deliberations especially on issues of str ategy, performance, risk management, resources, key appointments and standards of conduct.

11. Bring an objective view in the evaluation of the performance of Board and management.

12. Scrutinize the performance of management in meeting agreed goals and objectiv es and monitor the reporting of performance.

13. Satisfy himself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.

14. Safeguard the interests of all stakeholders, particularly the min ority shareholders.

15. Balance the conflicting interest of the stakeholders.

16. Determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recomme nd removal of executive directors, key managerial personnel and senior management.

17. Moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest.

18. Undertake appropriate induction and regularly update and refres h his own skills, knowledge and familiarity with the Company.

19. Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside expert s at the expense of the Company.

20. Strive to attend all meetings of the Board and of the Board committees of which he is a member.

21. Participate constructively and actively in the comm ittees of the Board in which he is chairperson or member .

22. Strive to attend the general meetings of the Company.

23. Where Independent Director has 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 his concerns are recorded in the minutes of the Board meeting.

24. Keep himself well informed about the Company and the external environment in which it operates.

25. Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board.

26. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure himself that the same are in the interest of the Company.

27. Ascertain and ensure that the Company has an adequate and functional vigil mechanis m and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.

28. Report concerns about unethical behavior , actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

29. Acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees.

30. Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpubl ished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

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