• Terms and conditions of appointment of Independent Directors


    Terms and conditions of appointment of Independent Directors

     

     

    Date:

     

    To,

    _____________

    Address: ______

    _____________

     

    Sub: Your Appointment as a Non-Executive Independent Director of Oriental Nagpur Betul Highway Limited (“Company”).

     

    Dear Sir/ Madam,

     

    We are pleased to inform you that the Board of Directors of the Company in the Board Meeting, appointed you as an Additional Director in the category of Non-Executive Independent Director of the Company for a period of five years w.e.f. ____________, on the following terms & conditions:-


    1.   APPOINTMENT

     

    Your appointment will be subject to the provisions of the Companies Act, 2013 and the Rules and Regulations made thereunder, Articles of Association of the Company, as amended from time to time and any necessary approval of Shareholders of the Company.Being an Independent Director, you shall not be liable to retire by rotation.

     

    2.     REMUNERATION

     

    You will be paid Sitting fees of  ----------------- quarterly. In addition, the Company will, for the period of your appointment, reimburse you for travel, hotel and other incidental expenses incurred by you in the performance of your role and duties.Further no sitting fees will be paid for the meetings of the Board or a Committee thereof attended.

     

    3.     DIRECTORSHIPS

     

    Your limit of Directorships in other Companies shall be subject to the provisions of Section 165 of the Companies Act, 2013.

     

    4.     DUTIES, ROLES & RESPONSIBILITIES

     

    Being a director your duties, roles and responsibilities will be as prescribed under section 166 of the Companies Act, 2013. You shall also abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013 along with Code of Conduct, Anti-Bribery And Anti-Corruption Policy (“ABAC Policy”), AML/CFT Policy, Procurement Policy and Prohibited Practices Policy adopted by the Company.  


    5.     EVALUATION

     

    The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors. Your appointment and re appointment on the Board shall be subject to the outcome of the evaluation process.

     

    6.     TERMINATION

     

    Your appointment may be terminated at any time by the Company in accordance with the provisions of Company’s Articles of Association/ the Companies Act 2013, or upon your resignation by serving a reasonable written notice to the Board with reason.

     

    7.     GOVERNING LAW

     

    This letter of appointment 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 at New Delhi.

     

    We welcome you to our Company and look forward to enriching our goals through your entrepreneurial leadership, making the Company grow even stronger and more competitive.

     

    Thanking you.

     

    Yours Sincerely,

    For Oriental Nagpur Betul Highway Limited

     

     

    Name:

    Designation:

    AGREE AND ACCEPT

     

    I have read and understood the terms of my appointment as an Independent Director of the Company and I hereby affirm my acceptance to the same.

     

     

    Signature: ___________________________________

    Name:

    Place:

    Date: