Terms of appointment of Independent Director of Rajoo Engineers Limited (the Company)
I am pleased to inform you that the Nomination and Remuneration Committee and the Board of Directors of the Company (the Board), have appointed you as a Non-Executive Independent Director (NE-ID) of the Company effective ..........., in terms of the approval of shareholders, at the Annual General Meeting held on .............. and the applicable provisions of the Companies Act 2013 (the Act 2013) and the Listing Agreement with the Stock Exchanges.
Terms of office:
- The term of your Independent Director (ID) is for a period of five consecutive years, from the conclusion of the annual general meeting held on ............., subject to the provisions of the Companies Act, 2013 and the Articles of Association of the Company, as amended, from time to time, particularly regarding appointment, fees, expenses, retirement, disqualification and removal of directors;
- You are aware that no person shall hold office as a Director, including alternate Directorship, in more than 20 companies at the same time; Provided that the maximum number of public companies in which a person can be appointed as adirector shall not exceed 10. We hope that this appointment will be within these limits;
- You can serve for not more than two terms of consecutive five years each on the Board and before your second term commences, the Company will have to seek approval of the shareholders by way of a special resolution, on the expiry of the first term of five consecutive years;
- You can serve for not more than two terms of consecutive five years each on the Board and before your second term commences, the Company will have to seek approval of the shareholders by way of a special resolution, on the expiry of the first term of five consecutive years;
- This directorship is not subject to retirement by rotation during the term, as per the relevant provisions of the Act 2013;
- In case, you may have to resign your directorship in the Company for any reason or pursuant to any of the provisions of the Act 2013 or any of the applicable Law or the Articles of Association of the Company or you may be required to vacate the office of directorship, it can be done at any time by you giving a letter of resignation. While forwarding your intention to resign or not to seek re-appointment, it will be preferable if you give the Chairman reasonable time so that the Company can plan suitable succession to the Board;
- The performance of an ID will be reviewed during his tenure with the Company, in accordance with the processes agreed by the board, from time to time and you will participate in such reviews.
