1. LEGAL FRAMEWORK UNDER COMPANIES ACT, 2013

Section 149 of the Companies Act, 2013 (The Act) states that the Company and Independent Directors shall abide by the provision as specified in Schedule IV of the Act. The Schedule IV of the Act i.e 'Code for Independent Directors' state that the appointment of Independent Directors shall be done through a letter of appointment which inter alia includes the terms and conditions of appointment. The brief terms and conditions for the appointment of the Independent Director are described below:

2. TERMS OF APPOINTMENT OF INDEPENDENT DIRECTOR

The appointment of Independent Directors shall be done through an appointment letter and for a maximum period of five consecutive years. Independent Director shall not be liable to retire by rotation. The appointment is subject to the maximum permissible directorships that one can hold as per the provisions of the Act. The office of the Independent Directors will get vacated in case they incur any of the disqualification as mentioned in the Act.

Re-appointment at the end of tenure shall be considered by the Board of Directors of Ganga Acrowools Limited (GAL) based on the recommendation of the Nomination and Remuneration Committee of GAL and the performance evaluation process, subject to the directors continuing to meet the independence criteria.

The Independent Directors may be nominated as member or chairman of any one or more committees of the Board.

The Independent Directors must fulfill the criteria for independence as described in section 149(6) of the Act, and provide a declaration of independence in the beginning of every year.

3. TIME COMMITMENT

The Independent Directors must allocate sufficient time to perform their role as an Independent Directors of GAL. Independent Director will have to attend at least one meeting of Board during every financial year in-person and one separate meeting with all the others Independent Directors.

4. DISCLOSURE REQUIREMENT

Under provisions of the Act, Independent Directors are required to disclose the following information on a periodical and event basis to the Chairman of the Board, Managing Director or the Company Secretary.

• Confirmation from the director that they are not disqualified to act as a director of GAL in terms of the Act.
• Declaration of independence.
• Disclosure of interest, concern, directorship and shareholdings in other entities.
• Disclosure of change in interest in companies where they are appointed / ceased as a Director or Key Managerial Personnel.
• Any change in address, contact no. and other personal details

5. ROLE, DUTIES AND RESPONSIBILITIES

As member of the Board the Independent Directors along with the other directors will be collectively responsible for meeting the objectives of the Board which include:

• Requirements under the Act and Rules framed there under.
• Accountability under Directors' Responsibility Statement which forms part of the Director Report to the shareholders.
• Overseeing and maintenance of high standards and ethical conduct of business.
• Safeguarding the interest of all stakeholders.
• Any other act/duties as assigned by the Board from time to time.
• Independent Directors shall abide by the 'Code for Independent Directors' as outlined in Schedule IV to Section 149(8) of the Act, and duties of directors as provided in the Act.

6. CONFIDENTIALITY

All information acquired by Independent Directors during the tenure as directors are confidential to GAL and should not be disclosed either during the tenure or thereafter to any person unless required by law.

7. SITTING FEES & REIMBURSEMENT OF EXPENSES

Subject to the limits provided under the Act and Rules framed there under, Independent Directors are entitled for sitting fee 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.

Further, GAL may pay or reimburse to the directors such expenditure, as may be incurred by them while performing their role as an Independent Director of GAL.

8. TRAINING AND DEVELOPMENT

GAL may, if required, conduct formal training program for Independent Directors and support directors to continually update their skills and knowledge in respect of GAL and its business.

9. PERFORMANCE APPRAISAL / EVALUATION PROCESS

As members of the Board, the performance of Independent Director 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 to improve the effectiveness of the Board / Committee.

10. DISENGAGEMENT

Independent Director may resign from the directorship by giving a notice in writing and stating the reasons for resignation. Their directorship on the Board of GAL shall cease in accordance with law. GAL may also disengage independent directors prior to completion of their term.