Mr…………………….
…………………………
………………………..
Dear Mr
I am writing to confirm your appointment on the Board of Directors ofUniproducts (India) Limited (hereinafter referred to as UIL or the Company) with effect from September……2014. This letter of appointment sets out the terms and conditionsof your appointment which are as follows:
1.Appointment
1.1 Your appointment as a Non-Executive Independent Director on the Board ofDirectors of UIL is with effect from September……..2014. Your appointment is subject toapproval of the shareholdersat the annual general meeting of the Company scheduled to be held on September……..2014. Yourappointment is also subject to the maximum permissible Directorships thatonecan hold as per the provisions of the Companies Act, 2013 and the listingagreement.
1.2 The term Independent Director should be construed as defined under the
Companies Act, 2013 and the listing agreement.
1.2 The term Independent Director should be construed as defined under the
Companies Act, 2013 and the listing agreement.
1.3 The provisions with respect to appointment andtenure of Independent directors as per the Companies Act,2013 are applicable to the Company. Accordingly, the Independent Directors willserve for not more than two terms of five years each on the Board of theCompany. The Company is at liberty to disengage Non Executive IndependentDirectors earlier subject to compliance of relevant provisions of CompaniesAct, 2013.
2. Committees
2.1 The Board of Directors (the Board) may, if it deems fit, invite you for being appointedon one or more existing Board Committees or any such Committee that is set up inthe future. Your appointment on such Committee(s) will be subject to the applicableregulations.
2.2 Currently, the Board has six committees: Audit Committee, Nomination and Remuneration Committee, Share Transfer and Stakeholders Relationship Committee, Borrowing Committee and Compensation Committee. The Board is responsible for constituting, assigning, co-opting and fixing terms of service for committee members. Recommendations of the committees are submitted to the full Board for approval. The quorum for meetings is either two members of the committee or one-third of the members of the committee, whichever is higher.
2.3 You have been nominated to serve on the following committees:
(To be modified as applicable)
A. Audit Committee
B. Nomination and Remuneration Committee
C. Share Transfer and Stakeholders Relationship Committee
D. Borrowing Committee
E. Compensation Committee
3. Time Commitment
3.1 As a Non-Executive Director you are expected to bring objectivity andindependence of view to the Board's discussions and to help provide the Board
with effective leadership in relation to the Company's strategy, performance, andrisk management as well as ensuring high standards of financial probity andcorporate governance. The Board meets atleast four times in a year. The AuditCommittee also meets atleast four times in a year. Besides, there are otherCommittee meetings which are convened regularly. You will beexpected to attend Board, Board Committees of which you are member andShareholders meetings and to devote such time to your duties, as appropriatefor you to discharge your duties effectively. Ordinarily, all meetings are held inDelhi.
3.2 By accepting this appointment, you confirm that you are able to allocate sufficienttime to meet the expectations from your role to the satisfaction of the Board.
4. Role and Duties
Your role and duties will be those normally required of a Non-Executive independentDirector under the Companies Act, 2013. There are certainduties prescribed for all Directors, both Executive and Non-Executive, which arefiduciary in nature and are as under:
I. You shall act in accordance with the Company's Articles of Association.
II. You shall act in good faith in order to promote the objects of the Company forthe benefit of its members as a whole, and in the best interest of the Company.
III. You shall discharge your duties with due and reasonable care, skill and
diligence.
IV. You shall not involve yourself in a situation in which you may have a direct orindirect interest that conflicts, or possibly may conflict, with the interest of theCompany. Please refer to clause 7 for full explanation on conflict of interest.
V. You shall not achieve or attempt to achieve any undue gain or advantage
either to yourself or to your relatives, partners or associates.
VI. You shall not assign your office as Director and any assignments so made
shall be void.
In addition to the above requirements applicable to all Directors, the role of the Non-Executive Director has the following key elements:.
Strategy: Non-Executive Directors should constructively challenge and help develop
proposals on strategy;
Performance: Non-Executive Directors should scrutinise the performance of
management in meeting agreed goals and objectives;
Risk: Non-Executive Directors should satisfy themselves on the integrity of financialinformation and that financial controls and systems of risk management are robustand defensible;
People: Non-Executive Directors are responsible for determining appropriate levels
of remuneration of Executive Directors and have a prime role in appointing, and
where necessary, removing Executive Directors and in succession planning;
Reporting: Non-Executive Directors take responsibility for the processes for
accurately reporting on performance and the financial position of UIL; and
Compliance: Non-Executive Directors should keep governance and compliance with
the applicable legislation and regulations under review and the conformity of UILpractices to accepted norms.
5. Status of Appointment:
5.1 You will not be an employee of the Company and this letter shall not constitute acontract of employment. You will be paid such remuneration by way of settingfees for meetings of the Board and its Committees as may be decided by theBoard and approved by the Shareholders from time to time.
5.2 The sitting fees presently paid to the Non-Executive Independent Director is
Rs. 12,000/- per meeting of the Board or a Committee thereof.
6. Reimbursement of Expenses
In addition to the remuneration described in paragraph 5 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.
7. Conflict of Interest
7.1 It is accepted and acknowledged that you may have business interests other thanthose of the Company. As a condition to your appointment commencing, you arerequired to declare any such directorships, appointments and interests to theBoard in writing in the prescribed form at the time of your appointment.
7.2 In the event that your circumstances seem likely to change and might give rise toa conflict of interest or, when applicable, circumstances that might lead theBoard to revise its judgment that you are independent, this should be disclosedto the Board.
8. Confidentiality
8.1 All information acquired during your appointment is confidential to UIL and shouldnot be released, either during your appointment or following termination (bywhatever means) to third parties without prior clearance from the Chairman/Managing Director unlessrequired by law or by the rules of any stock exchange or regulatory body. Onreasonable request, you shall surrender any documents and other materials madeavailable to you by UIL.
9. Evaluation
The Company has adopted a policy on Board Evaluation. The policy provides for
evaluation of the Board, the Committees of the Board and individual Directors,
including the Chairman of the Board. As per the Policy, the Company will carry out
an evaluation of the performance of the Board as a whole, Board Committees and
Directors on an annual basis. Your appointment and re appointment on the Board
shall subject to the outcome of the yearly evaluation process.
10. Independent Professional Advice
There may be occasions when you consider that you need professional advice infurtherance of your duties as a Director and it will be appropriate for you to consult
independent advisers at the Company's expense under intimation to the Board. The Company will reimburse thefull cost of expenditure incurred in accordance with the Company's policy.
11. Disclosure of Interest
Any material interestthat a Director may have in any transaction or arrangement that the Company hasentered into or proposes to enter into should be disclosed to the Boardfor its consent and appropriate approvals. A general notice that you are
interested in any contracts with a particular person, firm or company is acceptable.
12. Termination
12.1 You may resign from your position at any time and should you wish to do so, youare requested to serve a reasonable written notice on the Board.
12.2 Continuation of your appointment is contingent on your getting re-elected by theshareholders in accordance with provisions of Companies Act, 2013 and theArticles of Association of the Company, from time to time in force. You will not beentitled to compensation if the shareholders do not re-elect you at any time.
12.3 Your appointment may also be terminated in accordance with the provisions ofthe Articles of Association of the Company from time to time in force.
13. Governing Law
This agreement is governed by and will be interpreted in accordance with Indian lawand your engagement shall be subject to the jurisdiction of the Indian courts.
Kindly confirm your acceptance ofthese terms by signing and returning to us the enclosed copy of this letter.
Yours sincerely
Chairman
For and on behalf of Uniproducts (India) Limited
I hereby acknowledge receipt of and accept the terms set out in this letter.
Signed..............
Dated...............
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