Criteria for Independent Directors

TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTORS

(1) Period of Appointment: The period of appointment and re-appointment will be in terms of section 149 of the Companies Act, 2013 set out in the letter of Appointment.

(2) Professional Conduct: Independent Directors shall follow the professional conduct as specified in clause I of the Company’s Code for Independent Directors.

(3) Role and functions: The role and functions of Independent Directors of the Company shall be as per clause II of the Company’s Code for Independent Directors.

(4) Duties: Independent Directors shall take sufficient care to perform their duties as specified in clause III of the Company’s Code for Independent Directors.

(5) Manner of Appointment: While selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively. The appointment of independent director(s) of the Company shall be approved at the meeting of the shareholders.

(6) Remuneration/ Sitting fees: Independent Directors shall be paid fees for participating in the Board / Committee meetings as may be decided by the Board and/or approved by the Shareholders from time to time.

(7) Annual Declarations: Independent Directors shall give annual declaration and whenever there is a change which may affect his / her status as an Independent Director, as required under the provision of Section 149 (6) & 149(7) of the Companies Act, 2013 and Listing Agreement.

 (8) Resignation / Removal: The resignation and removal of an Independent Director shall be in the same manner as provided in section 168 and 169 of the Companies Act, 2013.

(9) Non- Disclosure: Independent Directors during his / her directorship or thereafter shall not disclose confidential information acquired during his / her period of appointment.

(10) Evaluation: The performance evaluation of Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated. On the basis of report of performance evaluation it shall be determined whether to extend or continue the term of appointment of the Independent Director.

(11) Separate Meetings: Independent Directors will hold separate meetings in terms of clause VII of schedule IV of the Companies Act, 2013.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

PREAMBLE

In accordance with the requirements of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013, DEEP COMMERCIALS LIMITED (the “Company”) has introduced a programme to familiarize the Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. (the “Programme”).

Purpose & Objective

 The Programme aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.

An overview of the Familiarisation process

At the time of appointing a Director, a formal letter of appointment is given to them, which inter alia explain their roles, functions, fiduciary duties, accompanying liabilities expected from him/her as a Director of the Company. Each newly appointed Independent Director is taken through a formal induction program on the Company’s operations. A Directors’ kit containing information about the Company, Memorandum and Articles of Association, Annual Reports for previous 3 years, etc. is also handed over to the new Independent Director.

The Directors are also explained in detail the compliances required on their end under the Companies Act, 2013, clauses of the Listing Agreement and other relevant regulations. Updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

Each independent directors, has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Company’s management. They are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry segments of which it is a part. Apart from this, they are also entitled to independent interactions with the Statutory Auditors, the Internal Auditors and external advisors, if any, appointed from time to time.

Disclosure

The Company had organized a programme for the Independent Directors covering various areas including Overview of Business Activities & Financial Status of the Company, Role & Responsibilities of Board &Independent Directors as per Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The duration of the programme was around 2 hours 15 minutes.

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