Declaration by independent director

Date:

The Board of Directors


Dear Sir,

Sub: Declaration to act/ continue as an Independent Director in pursuance of the provisions of Section 149 of the Companies Act, 2013 and clause 49 of the Listing Agreement

I, __________, Director of ________________ Limited, do hereby declare that:

(a) I am a person of integrity and possess relevant expertise and experience;

(b) (i) I am or was not a promoter of the Company or its holding, subsidiary or associate company;

(ii) I am not related to promoters or directors in the Company, its holding, subsidiary or associate company;

(c) I do not have / had pecuniary relationship with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year, apart from receiving director’s remuneration, if any;

(d) None of my relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent (2%) or more of its gross turnover or total income or fifty lakh rupees (Rs. 50,00,000/-) or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

(e) Neither myself nor any of my relatives—

(i) hold or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which I am appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which I am appointed, of—

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent (10%) or more of the gross turnover of such firm;

(iii) hold together with my relatives two per cent (2%) or more of the total voting power of the Company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent (25%) or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent (2%) or more of the total voting power of the Company;

(f) I possess appropriate balance of skills, experience and knowledge in fields / disciplines related to the Company’s business;

(g) I am not a material supplier, service provider or customer or a lessor or lessee of the Company; and

(h) I am not less than 21 years of age.

_______________________