Investors

Mr Ratan
Jindal

Chairman, JSHL

A Commerce graduate and alumni of Wharton School of Management, Mr Ratan Jindal is the Chairman of India’s largest stainless steel manufacturing group, Jindal Stainless. Part of the USD 25 billion (March 2019) OP Jindal Group, the foundation of Jindal Stainless was laid with its incorporation in 1970. Under his stewardship, the Company has grown from a producer of basic stainless steel products to a USD 2.70 billion (March'21) consortia, providing state-of-the-art stainless steel solutions.

Known for his technical proficiency and intimate knowledge of customers and markets, Mr Jindal is synonymous to stainless steel in India. As a vanguard of innovation in the steel industry, his focus has not only been on producing world-class stainless steel products, but also on promoting the usage of stainless steel in myriad applications. His vision for Jindal Stainless is to improve the lives of people by producing and promoting a metal that is corrosion-resistant, durable, infinitely recyclable, and inherently stainless.

Jindal Stainless (Hisar) Limoited has an annual capacity to produce 0.8 million tonnes of stainless steel. The company provides home and kitchen solutions through its subsidiary, JSL Lifestyle Limited. Mr Jindal has expanded the frontiers of Jindal Stainless to reach a global audience. Jindal Stainless Steelway Limited, the service-centre arm of the JSHL, offers tailor-made solutions to customers across the country. JSL Lifestyle, a subsidiary of JSHL, provides modern lifestyle products, such as stainless steel kitchens, home and street furniture, and other contemporary stainless steel products.

Social commitments remain as central to Mr Jindal’s businesses as they were to the founder of the Jindal Group, Shri OP Jindal. Established in Hisar, by the group, the 600-bedded multi-specialty charitable hospital and the renowned VDJ School (VDJS) and the OP Jindal Modern School stand testimony to this commitment. The Company undertakes several initiatives at the plant level to empower local communities through self-reliance. The interventions include technical & vocational training, micro-financing & livelihood generation, tailoring, farming & poultry training, and environment conservation drives.

True to his sportsman spirit, Mr Jindal is a keen golfer and takes avid interest in tennis and cricket.

Mrs. Deepikaa
Jindal

Director

Mrs. Deepikaa Jindal is an art graduate. She has versatile experience in corporate and business management.

Mrs. Deepikaa Jindal, Managing Director of JSL Lifestyle Limited (brand arttdinox and ARC), subsidiary of the Company, is a name to reckon with when it comes to design. She initiated her design journey with manufacturing lifestyle products in Stainless Steel under the brand name of ‘arttd’inox’. It is under her able guidance and vision that arttdinox is one of India’s first blended lifestyle stainless steel accessories company having a world standard manufacturing unit producing products exclusively designed by a very able and talented team of designers. Nurturing the brand arttdinox has grown on to give the country first Luxury Stainless steel modular kitchens and Stainless steel furniture. Under her aegis arttdinox has won lot of highly acclaimed awards such as EDIDA, India Design Mark, Red Dot (honorary award).

Mrs. Jindal is also the Chairperson of O.P. Jindal Modern School and Vidya Devi Jindal School, Hisar. She’s been constantly mentoring the schools into very good educational institutions.

She is also the Chairperson of O.P. Jindal Cancer Hospital, N.C. Jindal Institute of Medical Care & Research, a 250 bed Multi Specialty Hospital – giving them the vision and guiding them to provide the best medical care to the people of Hisar and around. Always wanting to give back to the society Mrs. Jindal is the Chairperson of Jindal Stainless Foundation – a CSR wing of Jindal Stainless Limited. Recently under the same arena JSL Lifestyle Limited won the PDH Astitva award under Mrs. Jindal’s leadership.

Mr. Abhyuday
Jindal

Managing Director, JSHL

A Boston University graduate in Economics and Business Management, Mr Abhyuday Jindal has a wide ranging experience in the areas of project management, supply chain systems, and strategic & general management. Currently, he is the Managing Director of Jindal Stainless (Hisar) Limited. He is also the Co-Chair for FICCI’s Steel Committee.

Mr Jindal started his career with the JSW Group. There, he played a prominent role in the stake acquisition of Ispat Industries and the post acquisition integration of JSW and Ispat. He then moved on to the Boston Consulting Group, where he managed project consultancy for diverse industries, including cement, steel, wind turbines, and auto components. Having gained a deep understanding of the industrial manufacturing arena, Mr Jindal entered the USD 2.70 billion (as of March’21) Jindal Stainless consortia.

Driven by the ambition to go beyond the ordinary, Mr Jindal took multiple strides in improving supply chain and operational efficiencies. Today, he is shaping Jindal Stainless into a far more dynamic, responsive, predictive, and solution-based organization. As a leader in the stainless steel landscape of the country, Mr Jindal has explored and unlocked new avenues for providing stainless solutions to stakeholders with the vision to improve lives. Helmed by him, the organization has built uncontested market leadership, and made foray into new fields. It was under his stewardship that the Company bolstered its unique competitive advantage in the manufacturing of special stainless steel grades for nuclear and defence sectors.

Strongly rooted in the Indian soil, Mr Jindal’s community-centric transformational approach has led to the development and sustenance of several empowerment initiatives in and around its production facilities. His signature style has endeared him further among employees. He personifies open and participative management, a consistent culture of dialogue and feedback, and a relentless march towards continuous improvement. Mr Jindal also serves as the Vice President of the Infrastructure Industry and Logistics Federation of India, endeavoring to forge stronger and wider public-private partnerships.

Mr. N.C.
Mathur

Director

Mr. Nirmal Chandra Mathur is President of Indian Stainless Steel Development Association (ISSDA). He is also the Chairman of Steel Furnace Association of India (SFAI). A Graduate with B. Tech (Hons.) from India’s leading University - Birla Institute of Technology and Science (BITS), Pilani. Mr. Mathur has worked in India with leading Industrial Houses for over 50 years and has been associated with Stainless Steel Industry for last 41 years. He has been invited to speak in global Stainless Steel, Nickel and Ferro Alloys Conferences worldwide since 1994. Presented papers in over 40 International events organized by Metal Bulletin, CRU, SMR, Stainless Steel Associations in China, Russia, Japan, S. Korea UK, EU, USA, Brazil, Australia, Thailand, Malaysia, Singapore, and South Africa. He has been associated for 11 years with the “Market Development Committee” as well as “Economics & Statistics Committee” of ISSF (International Stainless Steel Forum), a global Stainless Steel Industry Association based in Brussels, Europe.

Mr. Jayaram Easwaran

Director


Mr. Jayaram Easwaran, an alumnus of the Indian Institute of Management, Bangalore (IIM-B), has over three decades of leadership experience across various functions in global corporates. These include heading Corporate Marketing at the Eicher Group, HR at Sutherland Global Services and Tality India, Corporate Planning and Communications at Aricent Inc, and serving as the Joint MD and CEO at Maadhyam Advertising.

A well-known management consultant and speaker, he has also been a winner of the National Competition for Young Managers by Business India and AIMA. Mr. Easwaran is also the author of ‘Inside the C-Suite’ published by Harper Collins.

Mr. Jayaram Easwaran is also on the Board of Jindal Stainless Limited.

Dr. Rajeev Uberoi

Director

Dr. Rajeev Uberoi has been working as Senior Group President - Governance and Controls, of Yes Bank Limited since July, 2019. Prior to joining Yes Bank Limited, he has worked with IDFC Bank Limited as General Counsel and Group Head- Legal and Compliance since 2009. In his previous experiences, he has worked with several domestic and multinational banks such as Standard Chartered Bank, Union Bank of India, State Bank of India; Reserve Bank of India as Asst. General Manager, Dept. of Banking Supervision, Citibank as Vice President & Regulatory Head; ANZ Grindlays Bank as Head- Risk Management & Compliance - India. Dr. Uberoi is also a profound writer and has a lot of publications to his credit. He is also a member of various committees and has been active on the Speaker circuit. He is a recipient of many accolades and awards and his contribution to the legal fraternity has been recognized in the Industry.

Dr. Uberoi is a lawyer and a Canadian Commonwealth Scholar with a Masters from McMaster University and a Ph.D. in Economics. He also possesses a Post Graduate Diploma in Business Administration from the Management Development Institute (MDI). He is also on the Board of MPCON Limited, IFCI Infrastructure Development Limited and NICDC Haryana Global City Project Limited. He had been on the Board of other reputed organizations like Jindal Stainless Limited and Management Development Institute (MDI), Gurugram as well.

Mrs. Arti Luniya

Director

A post graduate in International Relations from the Jawaharlal Nehru University, Delhi, Ms Arti Luniya brings along 37 years of rich experience in the steel industry. Being an effective strategizer, Ms Luniya has worked across various functions in the Steel Authority of India Ltd.(SAIL). From corporate communications, and marketing and sales, to coal procurement and risk management, Ms Luniya has rare insights into the supply chain and lifecycle of products in the steel industry. Additionally, she was also an Advisor to Evidence for Policy Design (EPoD) at Harvard Kennedy School of Public Policy. She has been associated with Jindal Stainless since July 2018.

Mr. Jagmohan Sood

Whole Time Director

Mr. Jagmohan Sood did his graduation in Metallurgical Engineering in the year 1989 with excellent academic records. After graduation, he joined IIT Mumbai to pursue Masters in Material Technology. He started his professional career with SAIL and spent almost 5 years there. He has been associated with Jindal Group since 1995 and moving through various departments and functions, enriching his experience in the industry, rose to hold the current position. He has a rich experience of Steel and Stainless Steel industries, spanning more than 27 years.

Composition

The Audit committee of Jindal Stainless (Hisar) Limited comprises of following four members:

Member DirectorStatus
Dr. Rajeev UberoiChairman, Independent Director
Mr. Jagmohan SoodMember, Whole-time Director
Mrs. Arti LuniyaMember, Independent Director
Mr. N.C. MathurMember, Independent Director

Secretary:

Company Secretary shall act as the Secretary of the Committee.

Meetings:

The Committee shall meet at least four times a year. The time gap between any two meetings shall be less than 120 days.

Key Functions:

The role of the audit committee shall include the following:

  • oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
  • recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
  • approval of payment to statutory auditors for any other services rendered by the statutory auditors;
  • reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:
  1. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
  2. changes, if any, in accounting policies and practices and reasons for the same;
  3. major accounting entries involving estimates based on the exercise of judgment by management;
  4. significant adjustments made in the financial statements arising out of audit findings;
  5. compliance with listing and other legal requirements relating to financial statements;
  6. disclosure of any related party transactions;v
  7. modified opinion(s) in the draft audit report;
  • reviewing, with the management, the quarterly financial statements before submission to the board for approval;
  • reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
  • reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
  • approval or any subsequent modification of transactions of the listed entity with related parties;
  • scrutiny of inter-corporate loans and investments;
  • valuation of undertakings or assets of the listed entity, wherever it is necessary;
  • evaluation of internal financial controls and risk management systems;
  • reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
  • reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
  • discussion with internal auditors of any significant findings and follow up there on;
  • reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
  • discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
  • to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
  • to review the functioning of the whistle blower mechanism;
  • approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;
  • Carrying out any other function as is mentioned in the terms of reference of the audit committee.
  • reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances / investments existing as on the date of coming into force of this provision.

The audit committee shall mandatorily review the following information:
  • statement of significant related party transactions (as defined by the audit committee), submitted by management;
  • management letters / letters of internal control weaknesses issued by the statutory auditors;
  • internal audit reports relating to internal control weaknesses; and
  • the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
  • statement of deviations:
  1. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
  2. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).
Miscellaneous:

The Committee may invite other Directors / Officers of the Company to attend the meetings of the Committee as ‘Invitees’ from time to time, as and when required. Minutes of the Audit Committee are placed before the Board in its subsequent meeting.

 

NOMINATION AND REMUNERATION COMMITTEE

Composition:

The Nomination and Remuneration Committee of Jindal Stainless (Hisar) Limited comprises of following three members:

 

Member DirectorStatus
Mrs. Arti LuniyaChairperson, Independent Director
Mr. Ratan JindalMember, Non-Executive Director
Mr. N.C. MathurMember, Independent Director

Key Functions:

Role of committee shall, inter-alia, include the following:
  • formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
  • formulation of criteria for evaluation of performance of independent directors and the board of directors;
  • devising a policy on diversity of board of directors;
  • identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.
  • whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.
  • recommend to the board, all remuneration, in whatever form, payable to senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition:

The Stakeholders Relationship Committee of Jindal Stainless (Hisar) Limited comprises of following three members:

Member DirectorStatus
Mr. N.C. MathurChairman, Independent Director
Mr. Abhyuday JindalMember, Executive Director
Mr. Jagmohan SoodMember, Whole-time Director

Key Functions:

The Committee shall consider and resolve the grievances of the security holders of the Company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition:

The Corporate Social Responsibility Committee of Jindal Stainless (Hisar) Limited comprises of following members:

MemberStatus
Mrs. Deepika JindalChairperson, Non Executive Director
Mr. Jagmohan SoodMember, Whole-time Director
Mr. N.C. MathurMember, Independent Director
The Corporate Social Responsibility Committee shall-
  1. formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII;
  2. recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
  3. monitor the Corporate Social Responsibility Policy of the company from time to time.

RISK MANAGEMENT COMMITTEE

Composition

The Risk Management Committee of Jindal Stainless (Hisar) Limited comprises of following five members:

MemberStatus
Mr. Abhyuday JindalChairman, Executive Director
Mr. Jagmohan SoodMember, Whole Time Director
Mrs. Arti LuniyaMember, Independent Director
Mr. Bhartendu HaritMember, Company Secretary
Mr. Ajay GoyalMember, Company Executive
Key Functions:
  • Framing of Risk Management Plan and Policy.
  • Overseeing implementation / Monitoring of Risk Management Plan and Policy.
  • Reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes, on a periodic basis.
  • Identify emerging risks.
  • Reviewing risk mitigation strategies.
  • Formulating a cyber security plan and overseeing its implementation.
  • Carrying out any other function as delegated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.”

SHARE TRANSFER COMMITTEE

Composition

The Share Transfer Committee of Jindal Stainless (Hisar) Limited comprises of following four members:

MemberStatus
Mr. Abhyuday JindalChairman, Executive Director
Mr. Jagmohan SoodMember, Whole-time Director
Mr. Bhartendu HaritMember, Company Secretary
Representative of Registrar and Transfer AgentMember
Key Functions:

Power of approving transfer/transmission of securities, subject to applicable provisions and other related formalities

The terms and Conditions of the appointment, which shall, in any event be subject to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and the Articles of Association of the Company, are set out below.

The broad terms and conditions of their appointment as Independent Directors are reproduced hereunder:

 

Terms of Appointment

  • The appointment will be for the period mentioned against their respective names (“Term”). The Company may remove Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the Companies Act 2013 and Articles of Association of the Company.
  • In compliance with provision Section 149(13) of the Companies Act, 2013, Independent Directors are not liable to retire by rotation.
  • Re-appointment 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 re-appointment 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.
  • The appointment may be terminated in accordance with the provisions of the Articles of Association of the Company or on failure to meet the parameters of independence as defined in Section 149(6) or Listing Regulations or on the occurrence of any event as defined in section 167 of the Companies Act, 2013. Upon termination or upon resignation for any reason, duly intimated to the Company, Independent Directors will not be entitled to any compensation for loss of office.

Resignation

Independent Directors may resign from their position at any time and should they wish to do so, they are requested to serve a reasonable written notice on the Board. In terms of provisions of the Companies Act, 2013, they may also forward copy of their resignation letter with the Registrar of Companies.

Time commitment

Independent Directors agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as Independent Director.

Role, duties and responsibilities

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 read with Schedule IV to the Companies Act, 2013,
  • “Responsibilities of the Board” as outlined in the Corporate Governance requirements as prescribed by the Stock Exchanges under Regulation 4(2)(f) of Listing Regulations.
  • Accountability under the Director’s Responsibility Statement.
  • The role and duties of Independent Directors will be those normally required of a Non Executive Independent Director under the Companies Act, 2013 and Listing Regulations. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and are as under:
  1. They shall act in accordance with the Company’s Articles of Association.
  2. They shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
  3. They shall discharge their duties with due and reasonable care, skill and diligence.
  4. They shall not involve themselves in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
  5. They shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates.
  6. They shall not assign their office as Director and any assignments so made shall be void.

 

In addition to the above requirements, the Board of Directors also expect Independent Directors to perform the following functions:

  1. Constructively challenge and help develop proposals on strategy for growth of the Company.
  2. Evaluate the performance of management in meeting agreed goals and objectives.
  3. Satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are effective and defensible.
  4. Determine appropriate levels of remuneration of Executive Directors and play a prime role in appointing, and where necessary, removing Executive Directors and in succession planning.
  5. Take responsibility for the processes for accurately reporting on performance and the financial position of the Company.
  6. Keep Governance and Compliance with the applicable legislation and regulations under review and the conformity of Company’s practices to accepted norms.

Status of Appointment and Remuneration

  • Independent Directors will not be employees of the Company and their appointment letter shall not constitute a contract of employment. They will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board. 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.
  • Independent Directors have no entitlement to any bonus during the appointment and no entitlement to participate in any employee stock option scheme operated by the Company or any Group Company.

Reimbursement of Expenses

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.

Independent Professional Advice

There may be occasions when Independent Directors consider that they need professional advice in furtherance of their duties as Director and it will be appropriate for them to consult independent advisers at the Company’s expense. The Company will reimburse full cost of expenditure incurred in accordance with the Company’s policy.

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.

Insurance

The Company has Directors’ and Officers’ liability insurance and it is intended that the Company will assume and maintain such cover for the full term of appointment of Independent Directors.

Conflict of Interest

  • It is accepted and acknowledged that Independent Directors may have business interests other than those of the Company. As a condition to appointment, they are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form at the time of appointment.
  • In the event that circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgement that they are independent, this should be disclosed to both the Chairman and the Company Secretary.
  • They shall not participate in any business activity which might imede the application of their independent judgement in the best interest of the Company..

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 evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee.

Disclosure of other directorships and business interests

  • During their Term, Independent Directors 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, Independent Directors agree to promptly provide a declaration under Section 149(7) of the Companies Act, 2013 and Listing Regulations, upon any change in circumstances which may affect their status as an Independent Director.

Changes of personal details

During the Term, Independent Directors 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.

Code of Conduct

During the appointment, Independent Directors are required to comply with relevant regulations as contained in Schedule IV under Companies Act, 2013, including the following codes of conduct of the Company:

  1. Group Code of Conduct,
  2. Code of Conduct for Board of Directors and Senior Management,
  3. Code of Internal Procedures and Conduct for prevention of Insider Trading in securities of the Company and
  4. Code of Corporate Disclosure Practices for prevention of Insider Trading. and such other requirements as the Board of Directors may from time to time specify.

Confidentiality

  • All information acquired during appointment is confidential to the Company and shall not be released, either during appointment or following termination (by whatever means) to third parties without prior clearance from the Company unless required by law or by the rules of any stock exchange or regulatory body. On reasonable request, Independent Directors shall surrender any documents and other materials made available to them by the Company.
  • Attention is also drawn to the requirements under the applicable regulations and the Company’s Insider Trading Code which concern the disclosure of price sensitive information and dealing in the securities of the Company. Consequently Independent Directors should avoid making any statements or performing any transactions that might risk a breach of these requirements without prior clearance from the Chairman or the Company Secretary.
  • The obligation of confidentiality shall survive cessation of their respective directorship with the company. Publication of the letter of appointment In line with provisions of Clause IV(6) of Schedule IV to the Companies Act, 2013 and Listing Regulations, the Company will make public the terms and conditions of appointment of Independent Directors and will also arrange for it to be displayed on the Company’s website.

General

The appointment of Independent Directors and any non-contractual obligations arising out thereof shall be governed by and be construed in accordance with, the laws of India, and the parties agree to submit to the exclusive jurisdiction of the courts of Delhi.

Overall remuneration should be reflective of the size of the Company, complexity of the sector/industry/company's operations and the company's capacity to pay the remuneration.

Independent Directors ("ID") and Non-Independent Non- Executive Directors ("NED") may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits. Quantum of sitting fees may be subject to review on a periodic basis, as required.

Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board.

Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate Directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives).



Overall remuneration practices should be consistent with recognized best practices.



The aggregate commission payable to all the NEDs and IDs will be recommended by the NRC to the Board based on Company's performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board.



The NRC will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by Directors other than in meetings.

In addition to the sitting fees and commission, the Company may pay to any Director such fair and reasonable expenditure, as may have been incurred by the Director while performing his/her role as a Director of the Company. This could include reasonable expenditure incurred by the Director for attending Board/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 professional advice from independent advisors in the furtherance of his/her duties as a director.
Facilities / InstrumentCurrent Rating by CARECurrent Rating by CRISILCurrent Rating by India Ratings & Research
Long-term Bank Facilities
(Term Loans)
CARE AA-
(Outlook: Stable)
CRISIL AA-
(Outlook: Stable)
IND A+
(RWE)
Long-term Bank Facilities
(Working Capital Limits)
CARE AA-
(Outlook: Stable)
CRISIL AA-
(Outlook: Stable)
IND A+
(RWE)
Short-term Bank FacilitiesCARE A1+CRISIL A1+IND A1+
(RWE)
Commercial PapersNANAIND A1+
(RWE)

RWE – Rating Watch Evolving