Appointment of Independent Director Terms

 

The terms and conditions of appointment of the Independent Directors of the
Company in accordance with the requirements of Schedule IV to the Companies
Act, 2013 of the Equity Listing Agreement:

Terms and Conditions of appointment of Independent Directors:

1. Term:
A) Mr. K.H.Shanker
The Appointment is for a term up to September 29, 2020 (the “Termination
Date”) unless the appointment is renewed on or prior to the Termination
date, he will cease to hold office as a director of the Company immediately
after the termination date.

2. Mr. S. V. Vanshi Krishna
The appointment is term upto September 29, 2019 (the “Termination Date”)
unless the appointment is renewed on or prior to the Termination date, he
will cease to hold office as a director of the Company immediately after the
termination date.

3. Mr. K. Sandeep Kumar
The appointment is term up to 29 th September, 2018 (the “Termination
Date”) unless the appointment is renewed on or prior to the Termination
date, he will cease to hold office as a director of the Company immediately
after the termination date.

II. Other Terms and Conditions

1. Committees:
1.1 During the Appointment, the Independent Director may be required to serve
on one or more of the committees of the Board including Audit Committee,
Nomination and Remuneration Committee, Corporate Social Responsibility and
Governance Committee and Stakeholders Relationship Committee, as the Board
may decide.

1.2 He is appointed as an independent non-executive director and will be
identified as such in the annual report and other documentation of the Company.
If circumstances change, and he believes that his independence will be in doubt,
he should discuss the same with the Chairman of the Company as soon as
practicable.

2. Duties and Liabilities:
2.1 The Independent Director will perform his fiduciary duties in a responsible
manner and his general legal responsibilities to the Company will be at par with
a nonexecutive director.2.2 The Independent Director shall act in accordance with the Articles of
Association of the Company and while discharging his duties, comply with the
requirements of Section 166 and Schedule IV of the Act.

2.3 The Independent Director will be held liable only in respect of such acts of
omission or commission by the Company which have occurred with his
knowledge, attributable through Board processes, and with his consent or where
he has not acted diligently.

3. Code for Independent Directors:
3.1 The Company has relied on the declaration of the Independent Director that
he meets the criteria of independence as provided in Section 149(6) of the
Companies Act, 2013 (the “Act”) as also in Clause 49 of the Listing Agreement
with the Stock Exchanges.

3.2 The Independent Director will be required to abide by the guidelines as to
professional conduct for independent directors as set out in Section 149(8) read
with Schedule IV to the Act.

3.3 The Independent Director will be required to comply with applicable
provisions of any code of conduct framed by the Board for all Board members
and Senior Management of the Company under Clause 49 of the Listing
Agreement.

4. Restrictions:
4.1 During the term of Appointment, the Independent Directors are expected not
to take up directorship in any company (whether in India or abroad) engaged in
the same or similar businesses as that of the Company or in a company, business
or undertaking which competes or is likely to compete with the Company or which
could otherwise potentially give rise to a conflict with his duties with the
Company. In the event that the Independent Director becomes aware of any
potential conflicts of interest, or in case of doubt, he should consult the Chairman
of the Company as soon as practicable.

4.2 During the term of Appointment, an Independent Director shall not serve as
(a) an independent director in more than the prescribed number of listed
companies and (b) a committee member of more than the prescribed number of
committees (i.e. the Audit Committee and the Stakeholders’ Relationship
Committee) including chairmanship of such committees.

4.3 During the term of appointment, Independent Director shall not indulge in
forward dealings in securities of the Company which is prohibited under the Act.
Directors are prohibited from dealing in the Company’s securities during the
period when the trading window is closed. They should not enter into insidertrading and are expected to comply with the Company’s code for securities
dealing as well as with the concerned provisions of the Insider Trading Laws and
Regulations.

5. Time Commitment:
By accepting the Appointment the Independent Director confirms that he will be able to allocate
sufficient time to perform his duties as a director and attend meetings of the Board or any
committee thereof. In addition to such attendances, he will be expected to devote appropriate
preparation time ahead of each meeting.

6. Training and Development:
6.1 The Independent Director will be invited to attend ongoing training and
familiarization sessions for Directors including site visits.

6.2 The Board members are provided with necessary documents / brochures,
reports and internal policies to enable them to familiarize with the Company’s
procedures and practices.

6.3 Periodic presentations are made at the Board and Board Committee
meetings, on business and performance updates of the Company, global business
environment, business strategy and risks involved.

6.4 Quarterly updates on relevant statutory changes and landmark judicial
pronouncements encompassing important laws are regularly circulated to
Directors.

7. Separate meetings:
1. The independent directors of the company shall hold at least one meeting in
a year, without the attendance of non-independent directors and members of
management;

2. All the independent directors of the company shall strive to be present at such
meeting;

3. The meeting shall:
(a) review the performance of non-independent directors and the Board as a
whole;

(b) review the performance of the Chairperson of the company, taking into
account the views of executive directors and non-executive directors;(c) assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.

8. Evaluation Process: The performance of individual directors shall be done by
the entire Board, excluding the director being evaluated, on an annual basis.

9. Remuneration / Sitting Fee: In consideration of the Independent Directors’
services, the Company will pay him fees as under:
(a) sitting fees for attending each meeting of the Board and its Committees as
may be determined by the Board from time to time, and ;

(b) You will be entitled to reimbursement of expenses incurred by you in
connection with attending the Board meetings, Board Committee meetings,
general meetings and in relation to the business of the Company towards hotel
accommodation, travelling and other out- of - pocket expenses.

(c) Pursuant to applicable law, you will not be entitled to any stock options.

10. Expenses: In addition to the remuneration stated in the preceding
paragraph, the Company will reimburse Independent Director, or bear and pay,
all travel, accommodation or other expenses incurred as a result of him carrying
out his duties as a director. The Independent Director may, at the Company’s
expense, seek independent legal or other professional advice where necessary to
perform his duties and will be entitled to reimbursement of costs incurred in
seeking such advice. In these circumstances, he should discuss the issues
concerned with the Chairman of the Company in advance.

11. Confidentiality: The Independent Director agrees that both during and after
the term of Appointment, he will not use for his own, or for another’s benefit, or
disclose or permit the disclosure of any confidential information relating to the
Company, subsidiary or any group or associate companies of the Company,
which he may acquire by virtue of his position as an independent director,
including without limitation, any information about the deliberations of the
Board. The restriction shall cease to apply to any confidential information which
may (other than by reason of the director’s breach of this term), become available
to the public generally.

12. Indemnity: The directors are granted an indemnity from the Company in
respect of liabilities incurred as a result of their office, to the extent permitted by
law.

13. Publication of Letter: In line with the provisions of Schedule IV to the Act,
the letter of appointment will be open for inspection by any member and theCompany will also post the terms and conditions of the appointment on the
Company’s website www.genera.in

14. Governing Law: The Appointment and the terms are governed by the laws of
India.

15. Relationship:
15.1 The appointment constitutes neither a contract for services nor a service
contract.

15.2 There will be no relationship of employer and employee as a consequence of
appointment as a director of the Company.

16. Authority:
The letter of appointment will be issued under the authority of the Board.