Terms and Conditions

Terms and Conditions of Appointment of Independent Directors

The terms and Conditions of the appointment of Independent Director shall in any event be subject to the provisions of the Companies Act, 2013, Rules made there under and the Articles of Association of the Company.

Terms and Conditions of Appointment of Independent Directors

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

Terms of Appointment

  • The Company has adopted the provisions with respect to appointment and tenure of Independent Directors, which is consistent with the Companies Act, 2013. Accordingly, the Independent Directors will serve for not more than two terms of five years each on the Board of the Company. The appointment will be for the period mentioned against their respective names.
  • Company is at liberty to disengage Non Executive Independent Director prior to completion of the Term subject to compliance of relevant provisions of Companies Act, 2013.

Committees

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

Time Commitment

  • As a Non-Executive Director, Independent Director is expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance. The Board meets at least four times in a year. The Audit Committee also meets at least four times in a year. Besides, there are other Committee meetings like Nomination and Remuneration Committee.
  • The Independent Director will be expected to attend Board, Board Committees to which he/she may be appointed as member and Shareholders meetings and to devote such time to his/her duties, as appropriate for him/her to discharge his/her duties effectively. Ordinarily, all meetings are held in Delhi.
  • By accepting the appointment, the Independent Director confirms that he/she is able to allocate sufficient time to meet the expectations from his/her role to the satisfaction of the Board.

Role and Duties

The role and duties of an Independent Director will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013. There are certain duties prescribed by the ‘Act’ for all Directors, both Executive and Non-Executive, which are fiduciary in nature and are as under:

  • The Independent Director shall act in accordance with the Company’s Articles of Association.
  • The Independent Director shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
  • The Independent Director shall discharge his/her duties with due and reasonable care, skill and diligence.
  • The Independent Director shall not achieve or attempt to achieve any undue gain or advantage either to him/her self or to his/her relatives, partners or associates.
  • The Independent Director shall not assign his/her office as Director and any assignments so made shall be void.

Status of Appointment

  • The Independent Director will not be an employee of the Company and his/her appointment letter shall not constitute a contract of employment. The Independent Director 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.
  • Further, the Independent Director may also be paid remuneration, if any by way of commission as may be approved by the Board and the Shareholders from time to time.

Conflict of Interest

  • It is accepted and acknowledged that the Independent Director may have business interests other than those of the Company. As a condition to his/her appointment commencing, he/she is required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of his/her appointment.
  • In the event that circumstances of Independent Director seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgment that he/she is independent, this should be disclosed to both the Chairman and the Secretary.

Confidentiality

All information acquired during the appointment of Independent Director is confidential to PJS Overseas Limited and should not be released, either during his/her 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. On reasonable request, the Independent Director shall surrender any documents and other materials made available to him/her by PJS Overseas Limited.

Evaluation

The Company will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis. The appointment and re appointment of an Independent Director on the Board shall subject to the outcome of the yearly evaluation process.

Independent Professional Advice

There may be occasions when the Independent Director considers that he/she needs professional advice in furtherance of his/her duties as a Director and it will be appropriate for him/her to consult independent advisers at the Company’s expense. The Company will reimburse the full cost of expenditure incurred in accordance with the Company’s policy.

Disclosure of Interest

The Company must include in its Annual Accounts a note of any material interest that a Director may have in any transaction or arrangement that the Company has entered into. Such interest should be disclosed not later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that a Director is interested in any contracts with a particular person, firm or company is acceptable.

Termination

  • An Independent Director may resign from his/her position at any time and if he/she wishes to do so, he/she is requested to serve a reasonable written notice on the Board.
  • Continuation of his/her appointment is in accordance with provisions of Companies Act, 2013, Rules made there under and the Articles of Association of the Company, from time to time in force.
  • The appointment of an Independent Director may also be terminated in accordance with the provisions of the Articles of Association of the Company and the provisions of the Companies Act, 2013 and rules made there under as amended.

Governing Law

The agreement of appointment of Independent Director is governed by and will be interpreted in accordance with Indian law and his/her engagement shall be subject to the jurisdiction of the Indian courts and the Courts in Delhi shall have exclusive jurisdiction.