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Terms and conditions of Appointment of 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 (as amended from time to time) and (ii) Articles of Association of the Company.

Sr. No.

Name of Independent Director

From

Tenure

Name of the Committee in which nominated as Chairman(C)/Member.(M)

1

Mr. Sunil Goyal

26-May-2015

5 years

1. Audit Committee - C

2

Mr. Narendra Ambwani

26-May-2015

5 years

1. Audit Committee - M

2. Corporate Social Responsibility Committee -  M

3

Ms.Radhika Pereira

26-May-2015

5 years

1. Nomination & Remuneration Committee -M

2. Stakeholder Relationship Committee.-M

4

Mr.Nitin Dhavalikar

28-July-2015

5 years

1. Nomination & Remuneration Committee - C

2. Audit Committee - M

5

Mr.Ramesh Chandak

24-June-2016

5 years

1. Audit Committee – M

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 (“Term”). 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, Duties and Responsibilities:

A. As Member of the Board, Independent Directors will be collectively responsible for meeting the objectives of the Board which include:

BThey shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166).

CThey shall abide by the Policy on “Code of Conduct for Directors” framed by the Company and available on the company website.

3. Time Commitment

Considering the nature of the role of a director, it is difficult for a company to lay down specific parameters on time commitment. Independent director’s shall agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an Independent Director.

4. Status of Appointment and Remuneration (Sitting Fees)

Independent Directors will not be employees of the Company. They will be paid such remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board and approved by the Members from time to time. As an Independent Director, they may be paid maximum sitting fees of Rs 1,00,000/- ( One lakh) per meeting as per the limits laid down under section 197 of Companies Act, 2013 after applicable deduction as per the Income Tax Act, 1961, for attending the meetings of the Board and the Committees of which they are a member as fixed by the Board from time to time.

5. The Company Code of Conduct: