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 - M
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. Corporate Social Responsibility 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 – C 2. Nomination & Remuneration 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:

Requirements under the Companies Act, 2013,
To act in accordance with the Company’s Articles of Association.
Accountability under the Directors’ Responsibility Statement,
To bring an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct including Board best practicse, in functioning of the Board and the Committees of the Board;
To moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest.
To Oversee the maintenance of high standards of Parag values and ethical conduct of business,
Oversee the Company’s contribution to enhancing the quality of life of communities,
Reviewing the TBEM (The Company Business Excellence Model) findings and monitoring the action plan,
To 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 interests of the Company.
Independent Directors shall discharge their duties with due and reasonable care, skill and diligence.

B. They 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).

C. They 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:

As an Independent Director of the Company, one agrees to comply with “The Company Code of Conduct for Non-Executive Directors (NEDs).”
Non-Executive Directors of a Company will always act in the interest of the Company and ensure that any other business or personal association which they may have, does not involve any conflict of interest with the operations of the Company and his/ her role therein,
Non-Executive Directors will comply with all applicable laws and regulations of all the relevant regulatory and other authorities as may be applicable to such Directors in their individual capacities,
Non-Executive Directors will safeguard the confidentiality of all information received by them by virtue of their position.
Unless specifically authorised by the Company, they shall not disclose company and business information to public constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers.
Their obligation of confidentiality shall survive termination or cessation of their directorship with the Company..
Additionally, they shall not participate in any business activity which might impede the application of their independent judgment in the best interest of the Company.
They are required to sign a confirmation of acceptance of The Company Code of Conduct for NEDs on annual basis.