[Pursuant to the provisions of Schedule IV to the Companies Act, 2013 (“the Act”)]
The broad terms and conditions of appointment of Independent Directors of Kinara Capital Private Limited (formerly known as Visage Holdings and Finance Private Limited) (“Company”) are reproduced hereunder:
The appointment as an Independent Director (ID) on the Board will be effective from the date of appointment for a period of Five Years.
Appointment process of Independent directors shall be dependent on the company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.
The appointment of Independent director(s) of the company shall be approved at the meeting of the shareholders.
The explanatory statement attached to the notice of the meeting for approving the appointment of independent director shall include a statement that in the opinion of the Board, the independent director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management.
The Board may, if it deems fit, invite IDs for being appointed on one or more existing Board Committees or any such Committee that is set up in the future.
The appointment on such Committee(s) will be subject to applicable law.
The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the company by any member during normal business hours.
The terms and conditions of appointment of independent directors shall also be posted on the company’s website.
ID as member of the Board along with other Directors will be collectively responsible for meeting the objectives of the Board which include:
IDs shall abide by the Code for Independent Directors as outlined in Schedule IV of the Companies Act, 2013 and duties of directors as provided in the Act (including Section 166). IDs will also be responsible for providing guidance in the area of their expertise.
IDs are expected to stay updated on how best to discharge their roles, responsibilities, and duties and liabilities as an ID under applicable law, including keeping abreast of current changes and trends in economic, political, social, financial, legal and corporate governance practices.
ID is expected to:
ID remuneration will be as under:
ID will be entitled to reimbursement of expenses incurred by you in connection with attending the Board meetings, Board Committee meetings, Annual General Meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses. ID will not be entitled to any stock options.
As a member of the Board, ID performance shall be evaluated annually by the Board.
The criteria for evaluation shall be determined by the Nomination and Remuneration Committee of the Board.
An indicative list of factors that may be evaluated as a part of this exercise is:
During the term, IDs need 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. ID agrees that upon becoming aware of any potential conflict of interest with their position as ID, they shall promptly disclose the same to the Company.
ID will have access to confidential information and shall use reasonable efforts to keep it confidential and to not disclose to any third party.
During the term, ID shall promptly, intimate the Company Secretary and the Registrar of Companies in the prescribed manner, of any change in address or other contact and personal details provided to the Company.
The re-appointment of Independent Director shall be on the basis of report of Performance Evaluation.
ID directorship shall terminate or cease in accordance with law.
ID 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.
If at any stage during the term, there is a change that may affect the status of an ID as envisaged in Section 149(6) of the Companies Act, 2013, ID agree to promptly submit his/her resignation to the Company with effect from the date of such change.
The resignation or removal of an Independent director shall be in the same manner as provided in sections 168 and 169 of the Act.
An Independent director who resigns or is removed from the Board of the company shall be replaced by a new independent director within a period of three months from the date of such resignation or removal, as the case may be.
Where the company fulfils the requirement of Independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent director shall not apply.