Terms and conditions of appointment of Independent Directors

(As issued and accepted by company’s Independent Directors, namely, Sri N.P.Mani (DIN: 00675741) and Smt. Vasundhara Dantu Krishnamurthy (DIN : 02366607)(CSR) POLICY Appointment as independent directors of the Company was made in accordance with Section 149 and all applicable provisions of the Companies Act 2013, (“the Act”) and as approved by the Board of Directors at the meeting held on 9th March 2015.

Appointment and the following terms and conditions are subject to the Articles of Association of the Company, subject to approval of the shareholders at the next general meeting and the relevant and applicable provisions of the Act :

a) The appointment is for a term of two years commencing from 9th March 2015 on non–rotation basis unless otherwise terminated earlier by either side in terms of Sec 168 or Section 169 of the Act.

b) Independent Directors will abide by the code as detailed in Schedule IV of the Act.

c) The Board, in order to derive benefit from their varied experience, may request and nominate the independent directors to serve one or more committees of the Board during the tenure.

d) Independent Directors shall abide by the code of conduct framed by the company for the Board and senior management.

e) Independent Directors of the Company shall have the same responsibility like any other Director on the Board. However the independent director shall be held liable in respect of such acts of omission or commission of the Company which had occurred with their knowledge attributable through Board process and with their consent or connivance or where he/she had not acted diligently.

f) Independent Directors will be paid a sitting fees of Rs 10000/- (Rupees Ten Thousand Only) for attending every meeting of the Board or any Committee meetings in which they participate as a Member. Independent Directors will also be entitled to receive profit related commission, if any approved by the Board and Shareholders from time to time.

g) Independent Directors can claim travelling and incidental expenses incurred for attending the meetings of the Board/Committees.

h) Independent Directors acknowledge that all information acquired during their term of appointment is confidential to the company and shall not be released, communicated nor disclosed either during their appointment or following separation(by whatever means) to third parties without prior clearance from the Board.

i) Upon termination of appointment with the Company(for whatever cause), the independent director shall deliver to the Company all documents, records, papers or other Company property which may be in your possession or under your control and which relate in any way the business affairs of the Company and you shall not retain any copies thereof.