Terms of Appointment for Independant Director
Name of Director
Dear Sir / Madam,
Subject: Appointment as an Independent Director
It gives me immense pleasure to inform you on behalf of the Board of Directors that the members of the Rachana Capital and Securities Limited (“the Company”) in its meeting held on ____________, on the recommendation of Board of Directors and the Nomination and Remuneration committee have appointed you as an Independent Director Pursuant to the requirements of Schedule IV of the Companies Act, 2013 (“the Act”). This Letter of Appointment sets out the terms and conditions covering your appointment, which are as follows:
Term of office
(a) In accordance with the provisions of the Companies Act, 2013 and rules thereof (hereinafter referred to as ‘the act’), your appointment as an Independent Director is for a term of ____ (____) consecutive years upto ________.
(b) The Company is at liberty to disengage Independent Director before the expiry of term of office, subject to compliance of relevant provisions of the Act.
Committees of Board
(a) You are a Member / Chairman of the ________________ Committees of the Board of Directors. The terms of reference of the Committees of which you are a Member / Chairman have been communicated to you and noted by you.
(b) The Board of Directors may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. Your appointment on such Committee(s) will be subject to the applicable regulations.
Terms of Appointment:
We thank you for your confirmation that you meet the independence criteria as envisaged in section 149(6) of the Act.
Declarations to be made on appointment:
Pursuant to your appointment as an independent director in the Company, you will be required to furnish the declarations.
On the conclusion of the first term of appointment of five consecutive years, you may further be appointed for a term of five consecutive years subject to the approval of the Board on the basis of the performance evaluation report and approval of shareholders by way of a special resolution.
Other Directorship and business interest
It is acknowledged that you may have other directorship and business interests other than those of the Company. In the event that your circumstances seem likely to change and might give rise to a conflict of interest, not declared so far, these should be disclosed to both the Chairman and the Company Secretary.
Committees of Board
a. You are a Member / Chairman of the ________________ Committees of the Board of Directors. The terms of reference of the Committees of which you are a Member / Chairman have been communicated to you and noted by you.
b. The Board of Directors may, if it deems fit, invite you for being appointed on one or more existing Board Committees or any such Committee that is set up in the future. Your appointment on such Committee(s) will be subject to the applicable regulations.
You 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 from time to time. Further, you will also be paid remuneration by way of commission as may be approved by the Board and Shareholders from time to time.
Payment of sitting fees and commission shall at all times be subject to the provisions of the Companies Act, 2013 and Rules thereunder and such amendments, as may be made thereto from time to time and other Acts and Rules as may be applicable.
Dealing in the securities of the Company
Directors are prohibited from dealing in the Company’s securities during the period when the trading window is closed. Directors are prohibited from forward dealing in securities of the Company. Also they should not enter into insider trading and are expected to comply with the Company’s ‘Securities Dealing Code’ as well as with the concerned provisions of the insider trading laws and regulations.
All information of the Company acquired during your appointment is confidential and should not be released, either during your 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.
Your performance evaluation will be done on an annual basis by the Board of Directors. Continuation or extension of your term of appointment will be based on the report of performance evaluation.
This is a model letter of appointment for Independent Director and subject to amendments.
You may resign as a Director at any time in the manner as provided under the Act. Your appointment may also be terminated in accordance with the provisions of the Act.
This Letter is governed by and will be interpreted in accordance with Indian Law and your engagement shall be subject to the jurisdiction of the Indian courts.
This letter shall not constitute a contract of employment.
The aforesaid terms and conditions of your appointment may be varied from time to time in accordance with amendments to the Act, and any other applicable legislation, if any.
Please confirm your agreement to the above by signing and returning to us the enclosed duplicate copy of this letter.
For, Rachana Capital and Securities Limited