The terms and conditions of appointment of the following Independent Directors of Eastern Sugar &
Industries Ltd. (“ESIL” or “the Company”) are subject to the extant provisions of the (i) applicable laws,
including the Companies Act, 2013 (‘2013 Act’) and Regulation 27 of the Listing Regulation (as amended
from time to time) and (ii) Articles of Association of the Company.
|
SL. No
|
Name of Independent Director
|
Director Identification Number
|
Tenure
|
| From |
To |
| 1.
|
Mr. Chandan Kumar Garodia
|
05325649
|
21st August 2015
|
31st March 2019
|
| 2.
|
Mr. Davis Younge Manawwar
|
02924559
|
21st August 2015
|
31st March 2019
|
| 3.
|
Mr. Ram Chandra Jha
|
02812046
|
21st August 2015
|
31st March 2019
|
The broad terms and conditions of their appointments as Independent Directors of the Company are
reproduced hereunder:
- Appointment
The appointment will be for the period mentioned against their respective names (“Tenure”). 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.
- Role, duties and responsibilities
The role, functions and duties of the Independent Directors shall be in accordance with the provisions of
Schedule IV (Code for Independent Directors) to the Act, which inter alia includes:
A. As members of the Board, they along with the other Directors will be collectively responsible for
meeting the objectives of the Board which include:
- Requirements under the Companies Act, 2013.
- Responsibilities of the Board” as outlined in the Corporate Governance requirements as prescribed
by Stock Exchanges under Regulation 27 of the Listing Regulation.
- Safeguarding the interest of all stakeholders.
- Review of Companies business strategy, financial plan and monitor the performance of the
Company
- Accountability under the Director’s Responsibility Statement.
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) and in
Regulation 27 of the Listing Regulation
C. They are particularly requested to provide guidance in their area of expertise.
-
Time Commitment
They agree to devote such time as is prudent and necessary for the proper performance of their role,
duties and responsibilities as an Independent Director.
-
Remuneration
As Independent Directors, they shall be paid sitting fees for attending the meetings of the Board and the
Committees of which they are members. The sitting fees for attending each meeting of the Board and its
Committees would be as determined by the Board from time to time.
In addition to the sitting fees, commission that may be determined by the Board may also be payable to
them. In determining the amount of this commission, the Board supported by the Nomination and
Remuneration Committee may consider performance of the Company and their performance as
evaluated by the Board.
Further, the Company may pay or reimburse to the Director such expenditure, as may have been
incurred by them while performing their role as an Independent Director of the Company. This could
include reimbursement of expenditure incurred by them for accommodation, travel and any out of
pocket expenses for attending Board/ Committee meetings, General Meetings, court convened
meetings, meetings with shareholders/creditors/management, site visits, induction and training
(organized by the Company for Directors) and in obtaining, subject to the expense being reasonable,
professional advice from independent advisors in the furtherance of their duties as Independent
Directors.
-
ESIL Code of Conduct
The Independent Directors of the Company shall comply with the ESIL Code of Conduct for NonExecutive
Directors (NEDs).
Unless specifically authorised by the Company, they shall not disclose company and business
information to constituencies such as the media, the financial community, employees, shareholders,
agents, franchisees, dealers, distributors and importers. Their obligation of confidentiality shall survive
cessation of their respective directorships with the Company.
The provisions of both, Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 and the Code of Conduct on Prevention of Insider Trading, prohibiting disclosure or
use of unpublished price sensitive information, would be applicable to the Independent Directors.
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.
All Directors are required to sign a confirmation of acceptance of the ESIL Code of Conduct for NEDs as
adopted by the Board on annual basis.
-
Training and Development
The Company may, if required, conduct formal training program for its Independent Directors.
The Company may, as may be required, support Directors to continually update their skills and
knowledge and improve their familiarity with the company and its business. The Company will
fund/arrange for training on all matters which are common to the whole Board.
-
Performance Appraisal / Evaluation Process
As members of the Board, their performance as well as the performance of the entire Board and its
Committees will be evaluated annually. Evaluation of each director shall be done by all the other
directors. The criteria for evaluation shall be disclosed in the Company’s Annual Report. However, the
actual evaluation process shall remain confidential and shall be a constructive mechanism to improve
the effectiveness of the Board / Committee.
-
Disclosures, other directorships and business interests
During the Term, they agree to promptly notify the Company of any change in their directorships, and
provide such other disclosures and information as may be required under the applicable laws. They also
agree that upon becoming aware of any potential conflict of interest with their position as Independent
Directors of the Company, they shall promptly disclose the same to the Chairman and the Company
Secretary.
During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act,
upon any change in circumstances which may affect their status as an Independent Director.
-
Changes of personal details
During the Term, they shall promptly intimate the Company and the Registrar of Companies in the
prescribed manner, of any change in address or other contact and personal details provided to the
Company.
-
Disengagement
They may resign from the directorship of the Company by giving a notice in writing to the Company
stating the reasons for resignation. The resignation shall take effect from the date on which the notice is
received by the Company or the date, if any, specified by them in the notice, whichever is later.
Their directorship on the Board of the Company shall cease in accordance with law. The Company may
disengage Independent Directors prior to completion of Term (subject to compliance of relevant
provisions of the 2013 Act) upon
- Violation of any provision of the ESIL Code of Conduct as applicable to NEDs,
- Upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the
2013 Act