Independent Directors Familiarisation Programme

Independent Directors Familiarisation Programme

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS OF ORIENTAL NAGPUR BETUL HIGHWAY LIMITED

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes. Pursuant to Schedule IV to the Companies Act, 2013, the Independent Directors shall regularly update and refresh their skills, knowledge and familiarity with the Company.

Objectives:

The familiarization programme aims to provide Independent Directors with the Infra Industry scenario, the environment in which the Company operates, the business model, the operational and financial performance of the Company, to update the Independent Directors on a continuous basis on significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Independent directors on the roles, responsibilities, rights and duties under the Companies Act 2013 and other relevant legislations.

Induction and familiarisation programme for the independent directors:

ü  On appointment, the concerned director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments.

ü  Each newly appointed Independent Director is provided an insight into the Company’s business and also requested to peruse the Company’s website providing host of information on business and financial fronts including required disclosures such as financial results, announcements, various policies of the Company etc.

ü  Every Director of the Company on their appointment is handed over with a copy of Policy Dossier inter-alia containing:

· Code of conduct for Directors and Senior Management;

· Code of Independent Directors;

·Nomination and Remuneration Policy;

·Anti-Bribery and Anti-Corruption Policy;

·Prohibited Practices Policy.

ü  At various Board meetings during the year, presentation will be made to the Board on the operations of the Company, financials, risks and mitigation plans, compliances, major litigation, regulatory scenario etc.

ü  The programme is held usually once annually and on an average independent directors spent two hours on the familiarisation programme.