• Mayfair_Lagoon
  • Mayfair_Convention
  • Mayfair_Heritage
  • Mayfair_Waves
  • Mayfair_Gopalpur
  • Mayfair_Rourkela
  • Mayfair_Gangtok
  • Mayfair_Goa
  • Mayfair_Darjeeling

Corporate Information


 1.PREAMBLE

The Ministry of Corporate Affairs has notified Section 135 and Schedule VII of the Companies Act 2013 as well as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 to come into effect from April 1, 2014.
With effect from April 1, 2014, every company, private limited or public limited, which either has

  • a net worth of Rs 500 crore or
  • a turnover of Rs 1,000 crore or
  • net profit of Rs 5 crore

needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility activities.

 2.POLICY

In compliance of the above requirements, Mayfair Hotels and Resorts Ltd, (MHRL), being a Company having net profit of more than Rs 5 crores during the 3 immediately preceding financial years, needs to formulate a Policy in order to provide a framework for Corporate Social Responsibility.

 3.POLICY OBJECTIVES

The objective of this policy is to:

  • 3.1 Help enrich the quality of life of the community of the nearby areas.
  • 3.2 Create a positive impact by making sustainable developments in the society and promote good environmental practices.
  • 3.3 To be responsible and responsive corporate citizen through endeavors to create a safe, harmonious and ecologically balanced environment for its members and the community at large.
  • 3.4 To maintain commitment to quality, health and safety in every aspect of the business and people.
  • 3.5 To promote equality of opportunity and diversity of workforce through its business operations.

 4.DEFINITIONS

4.1 In these rules, unless the context otherwise requires, -

  • (a)"Act" means the Companies Act, 2013;
  • (b)"Annexure" means the Annexure appended to these rules;
  • (c)"Corporate Social Responsibility (CSR)" means and includes but is not limited to
    • (i)Projects or programs relating to activities specified in Schedule VII to the Act; or
    • (ii) Projects or programs relating to activities undertaken by the board of directors of a company (Board) in pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the company subject to the condition that such policy will cover subjects enumerated in Schedule VII of the Act.
  • (d)"CSR Committee" means the Corporate Social Responsibility Committee of the Board referred to in section 135 of the Act.
  • (e)"CSR Policy" relates to the activities to be undertaken by the company as specified in Schedule VII to the Act and the expenditure thereon, excluding activities undertaken in pursuance of normal course of business of a company;
  • (f)"Net profit" means the net profit of a company as per its financial statement prepared in accordance with the applicable provisions of the Act, but shall not include the following, namely :-
    • (i) any profit arising from any overseas branch or branches of the company, whether operated as a separate company or otherwise;
    • (ii) any dividend received from other companies in India, which are covered under and complying with the provisions of section 135 of the Act:
  • Provided that net profit in respect of a financial year for which the relevant financial statements were prepared in accordance with the provisions of the Companies Act, 1956, (1 of 1956) shall not be required to be re-calculated in accordance with the provisions of the Act:
  • Provided further that in case of a foreign company covered under these rules, net profit means the net profit of such company as per profit and loss account prepared in terms of clause (a) of sub-section (1) of section 38 read with section 198 of the Act.
  • (g)”Company” means Mayfair Hotels & Resorts Ltd.

4.2 Words and expressions used are not defined in these rules but defined in the Act shall have the same meanings respectively assigned to them in the Act.

 5.BUDGET

5.1 The CSR programmes will be planned according to the budget allocation.
5.2 In Every year budget for CSR activities shall be as decided by the Board.
5.3 In exceptional circumstances percentage of budget allocation may be varied with the approval of the Board.
5.4 If there is any loss during any financial year, it is not mandatory to spend any amount on CSR activities next year.
5.5 The CSR Budget should be fixed for each financial year. This funding will not lapse. It will be transferred to a "CSR Fund", which will accumulate each passing year.

 6.TOTAL OUTLAY/FUNDING

Amount of expenditure to be incurred on the CSR activities:

  • 6.1 The Company will endeavour to spend the following amounts for CSR activities in pursuance of this Policy:
    • a. In every financial year, at least two per cent of the “average net profits” of the Company made during the three immediately preceding financial years. The “average net profits” shall be calculated in accordance with the provisions of section 198 of the Companies Act, 2013 and the rules made there under from time to time.
    • b. Any income arising from the activities mentioned above.
    • c. Surplus arising out of CSR activities.
  • 6.2 Contribution of any amount directly or indirectly to any political party under Section 182 of the Companies Act, 2013, shall not be considered as CSR activity.
  • 6.3 Amount spent on CSR activities shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved by the Board on the recommendation of its CSR Committee, but will not include any expenditure on an item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Companies Act, 2013.
  • 6.4 Any surplus arising out of the CSR activity will not be part of the business profits of the Company.
  • 6.5 The CSR Committee will approve the expenditure on CSR activities within monetary limits sanctioned by the Board for such activities.

 7.SCOPE

7.1 The Company may undertake any of the following activities as its CSR activities:

  • i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;
  • ii) Promoting education, including special education and employment enhancing vocational skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;
  • iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
  • iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
  • v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;
  • vi) Measures for the benefit of armed forces veterans, war widows and their dependants;
  • vii) Training to promote rural sport, nationally recognised sports, paralympic sports and Olympic sports;
  • viii) Contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;
  • ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;
  • x) Rural development projects.
  • xi) Such other matters as may be prescribed under applicable statute;
  • xii) Such other activity as may be thought fit by the CSR Committee and approved by the Board.
  • The above list is illustrative and not exhaustive. Chairman (CSR Committee) shall be authorized to consider CSR activities not falling in this list.

7.2 All activities under the CSR activities should be environment friendly and socially acceptable to the local people and Society.

7.3 Company may allocate its dedicated resources for CSR activities in any of the following manner:

  • (a) Company may undertake various CSR activities by its own within the overall framework of the CSR Policy of the Company.
  • (b) Company may collaborate or pool resources with other companies to undertake CSR activities.
  • (c) Company may also conduct its CSR programmes through Trusts or Societies operating in India.

7.4 In determining CSR activities to be undertaken, preference would be given to local areas and the areas around which the Company operates.

7.5 The CSR activities should not be undertaken in the normal course of business and must be with respect to any of the activities mentioned in Schedule VII of the 2013 Act.

 8.CSR COMMITTEE

To formulate and monitor the CSR policy of a company, a CSR Committee of the Board has been constituted.
Section 135 of the 2013 Act requires the CSR Committee to consist of at least three directors, including an independent director.
CSR Team shall comprise of

  • a) Dr B. Samal, Independent Director
  • b) Mr Sidhartha Pradhan, Independent Director
  • c) Mr S.K Mohapatra ,Executive Director
  • d) Smt. Pooja Ray, Whole-time Director
  • e) CS. Sujata Sarkar, Company Secretary.

 9.AUDIT

9.1 All CSR activities and expenses made thereon will be subject to audit by the Company's Auditors.

 10.GENERAL

10.1. All administrative expenses including expenditure on wages and salaries, tours and travels, training & development of personnel deputed on CSR activities would be borne from CSR funds.
10.2. The CSR Committee shall take decision on sanctioning works /allocation of funds for CSR and appointing authorized agencies for implementing Projects/Activities shall be as specified in the delegation of powers approved by the Board.
10.3. If it is observed that any CSR activity taken up for implementation is found not properly implemented, MHRL at its discretion may discontinue funding the project at any time during the course of implementation.
10.4.On advice of CSR Committee selected project may be taken up for evaluation through an outside Agency.
10.5.Chairman (CSR) Committee shall be empowered to amend or modify this policy and such changes shall be placed before the Board for Approval.
10.6.CSR Team shall be responsible for the implementation of CSR activities as approved by the CSR Committee, under the overall supervision of CSR Committee.
10.7.Board of Directors, CSR Committee, CSR Team or Senior Management can identify various CSR Projects.
10.8.Any proposal for the CSR activity/projects shall be first vetted by the CSR Team and shall confirm whether it meets the criteria of this Policy, any guidelines prescribed by the CSR Committee and all the conditions prescribed under the Companies Act, 2013 (including all rules, circulars, notifications issued thereunder).
10.9.The CSR Team, from time to time, will review the progress of varied CSR projects in terms of both outcome assessment and financial monitoring. The CSR Team if required will visit the projects; undertake the impact studies, social audit of CSR Projects.
10.10.The CSR Team shall ensure that surplus, if any; arising out of the CSR activity will not be part of the business profits of a Company. 10.11.Further employee participation in CSR projects will be encouraged and supported through various initiatives from time to time 10.12.If the entity through which the CSR activities are being undertaken is not established by the company or its holding, subsidiary or associate company, such entity would need to have an established track record of three years undertaking similar activities.
10.13.Companies can also collaborate with each other for jointly undertaking CSR activities; provided that each of the companies are able individually report on such projects.
10.14.A company can build CSR capabilities of its personnel or implementation agencies through institutions with established track records of at least three years, provided that the expenditure for such activities does not exceed 5% of the total CSR expenditure of the company in a single financial year.
10.15.As in compliance with the requirements of the Act, the Board shall act on the principle of COREX i.e. comply or explain. Thus it is the duty of the Board to ensure that compliance as per the policy has been made.

 11.COMMUNICATION

11.1 The report of the Board of Directors attached to the financial statements of the Company will include an annual report on the CSR activities of the Company in the format prescribed in the CSR Rules setting out inter alia a brief outline of the CSR policy, the composition of the CSR Committee, the average net profit for the last three financial years and the prescribed CSR expenditure.
11.2 If the company has been unable to spend the minimum required on its CSR initiatives, the reasons for not doing so are to be specified in the Board Report
11.3 The CSR policy of the Company will be disclosed in the website of the company.
11.4 All communication of the Company’s activities will be done externally through the Company’s website and internally through the Group intranet, newsletters and team briefings. This shall raise a sense of awareness in the company as well as acting as a prompt for staff to get involved in some of the programmes.

 12.AMENDMENT

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.

 1.PREAMBLE

The Ministry of Corporate Affairs has notified Section 177 to come into effect from April 1, 2014 which requires every listed company and the companies belonging to the following class or classes shall establish a vigil mechanism for their directors and employees to report genuine concerns or grievances in such manner as may be prescribed:

  • the Companies which accept deposits from public.
  • the Companies which have borrowed money from banks and public financial institutions in excess of Rs 50 Crores.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons, who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate cases.

 2.POLICY

2.1 In compliance of the above requirements, Mayfair Hotels and Resorts Ltd, (MHRL), being Company, with borrowings in excess of Rs 50 Crores has established a Vigil Mechanism and formulated a Policy in order to provide a framework to protect employees wishing to raise concern about serious irregularities within the company.

 3.POLICY OBJECTIVES

3.1 The Vigil (Whistle Blower) Mechanism aims to provide a channel for the Directors and employees to report to the concerned authorities genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.
3.2 The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment.
3.3 The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate cases.
3.4 This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

 4.DEFINITIONS

4.1 “Protected Disclosure” means a written communication of a concern made in good faith, which discloses or demonstrates information that may evidence an unethical or improper activity under the title “SCOPE OF THE POLICY” with respect to the Company. It should be factual and not speculative and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.
4.2 “Subject” means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.
4.3 “Vigilance Officer/Vigilance Committee or Committee” is a person or Committee of persons, nominated/appointed to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the Whistle Blower the result thereof.
4.4 “Disciplinary Action” means any action that can be taken on completion of / during the investigation proceedings by the Competent Authority as he/she deems fit considering the gravity of the matter.
4.5 “Employees” mean the entire employee force who are working for Mayfair Hotels and Resorts Limited.
4.6 “Improper Activity” means unethical behavior, actual or suspected fraud, embezzlement etc., violation of the Company’s general guidelines on conduct, moral turpitude, unlawful conduct etc. by an employee of Mayfair Hotels and Resorts Limited.
4.7 “Investigators” means those persons authorized, appointed, consulted or approached by the Competent Authority in connection with conducting investigation into a protected disclosure.
4.8 “Subject” means a person against or in relation to whom a protected disclosure is made or evidence gathered during the course of an investigation.
4.9 “Whistle Blower” is a director or employee who makes a Protected Disclosure under this Policy and also referred in this policy as complainant.

 5.SCOPE

5.1 Whistle Blower/Vigil Mechanism Policy shall be applicable for all employees and to all Directors of Mayfair Hotels and Resorts Limited.

5.2 The Policy is an extension of the Code of Conduct for Directors & Senior Management Personnel and covers disclosure of any unethical and improper or malpractices and events which have taken place/ suspected to take place involving:

  • 1. Breach of the Company’s Code of Conduct
  • 2. Breach of Business Integrity and Ethics
  • 3. Breach of terms and conditions of employment and rules thereof
  • 4. Intentional Financial irregularities, including fraud, or suspected fraud
  • 5. Deliberate violation of laws/regulations
  • 6. Gross or Wilful Negligence causing substantial and specific danger to health, safety and environment
  • 7. Manipulation of company’s data/records
  • 8. Pilferation of confidential/propriety information
  • 9. Gross Wastage/misappropriation of Company funds/assets
  • 10. Any other Act may be considered as an offence by the Committee.
  • 11. Any act affecting the goodwill of the Company
 6.INTERPRETATION

6.1 Terms that have not been defined in this Policy shall have the same meaning assigned to them in the Companies Act, 2013 as amended from time to time.

 7.PROCEDURE

7.1 All Protected Disclosures should be reported in writing by the complainant as soon as possible, not later than 30 days after the Whistle Blower becomes aware of the same and should either be typed or written in a legible handwriting .
7.2 The Protected Disclosure should be submitted under a covering letter signed by the complainant in a closed and secured envelope and should be super scribed as “Protected disclosure under the Whistle Blower policy” or sent through email with the subject “Protected disclosure under the Whistle Blower policy”.
7.3 If the complaint is not super scribed and closed as mentioned above, the protected disclosure will be dealt with as if it is a normal disclosure.
7.4 All Protected Disclosures should be addressed to the Vigilance Officer of the Company or to the Chairman of the Audit Committee in appropriate cases.
7.5 The contact details of the Vigilance Officer are as under:-
Name and Address – Sri Prasant Das, Area Vice-President (Operations)
                     8B, Jaydev Vihar, Bhubaneswar -751013.
7.6 In order to protect the identity of the complainant, the Vigilance Officer will not issue any acknowledgement to the complainants and they are not advised neither to write their name / address on the envelope nor enter into any further correspondence with the Vigilance Officer.
7.7 Anonymous / Pseudonymous disclosure shall not be entertained by the Vigilance Officer.
7.8 On receipt of the protected disclosure the Vigilance Officer shall detach the covering letter bearing the identity of the Whistle Blower and process only the Protected Disclosure.

 8.INVESTIGATION

8.1 Investigation shall be launched if the Competent Authority is satisfied after
Preliminary review that:

  • a) The alleged act constitutes an improper or unethical activity or conduct; and
  • b) The allegation is supported by information and specific enough to be investigated or in cases where the allegation is not supported by specific information; it is felt that the concerned matter deserves investigation.

8.2 The decision taken by the Competent Authority to conduct an investigation is by itself not to be construed as an accusation (ilzam) and is to be treated as a neutral fact finding process.
8.3 The identity of the subject(s) and the Whistle Blower will be kept confidential.
8.4 Complainant(s) will normally be informed of the allegations at the commencement of a formal investigation and will be given opportunities for providing their inputs during the investigation.
8.5 Complainant(s) shall have a duty to co-operate with the Investigator(s) during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
8.6 Complainant(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, threatened or intimidated by the Complainant(s).
8.7 Unless there are compelling reasons not to do so, Complainant will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrongdoing against a Complainant(s) shall be considered as maintainable unless there is good evidence in support of the allegation.
8.8 The investigation shall be completed normally within 60 days of the date of receipt of the protected disclosure or such extended period as the Competent Authority may permit for reasons to be recorded.
8.9 Complainant(s) have a right to be informed of the outcome of the investigation.
8.10 Investigators(s) are required to conduct a process towards fact finding and analysis. Investigator(s) shall derive their authority from Competent Authority when acting within the course and scope of their investigation. The Investigator(s) shall submit his/their report to the Competent Authority.
8.11 All Investigators shall perform their role in an independent and unbiased manner; Investigators have a duty of fairness, objectivity, thoroughness, ethical behaviours and observance of professional standards.Investigators will not tamper /destroy evidence.
8.12 All Investigators are authorized to take reasonable steps including reprimand against the Whistle blower in case of repeated frivolous complaints.

 9.DECISION AND REPORTING

9.1 If an investigation leads to a conclusion that an improper or unethical act has been committed, the Chairman of the Audit Committee shall recommend to the Board of Directors of the Company to take such disciplinary or corrective action as it may deem fit.
9.2 Any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.
9.3 A quarterly report with number of complaints received under the Policy and their outcome shall be placed before the Audit Committee and the Board.
9.4 A complainant who makes false allegations of unethical & improper practices or about alleged wrongful conduct of the Subject to the Vigilance Officer or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

 10.CONFIDENTIALITY

10.1 The complainant, Vigilance Officer, Members of Audit Committee, the Subject and everybody involved in the process shall, maintain confidentiality of all matters under this Policy, discuss only to the extent or with those persons as required under this policy for completing the process of investigations and keep the papers in safe custody.

 11.PROTECTION

11.1 No unfair treatment will be meted out to a Whistle Blower by virtue of his/ her having reported a Protected Disclosure under this policy. Adequate safeguards against victimisation of complainants shall be provided.
11.2 The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure.
11.3 The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law.
11.4 Any other employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

 12.DISQUALIFICATIONS

12.1 While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.
12.2 Protection under this Policy would not mean protection from disciplinary action arising out of false or baseless allegations made by a Whistle Blower knowing it to be false or baseless or with a mala fide intention.
12.3 Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide, frivolous or malicious, shall be liable to be prosecuted.

 13.ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

13.1 The Whistle Blower shall have right to access to Chairman of the Audit Committee directly in appropriate cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

 14.COMMUNICATION

14.1 Directors and Employees shall be informed of the Policy by publishing on the notice board and the website of the Company.

 15.RETENTION OF DOCUMENTS

15.1 All Protected disclosures in writing or documented along with the results of Investigation relating thereto, shall be retained by the Company for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

 16.AMENDMENT

16.1 The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Directors and employees unless the same is not communicated in the manner described as above.

The broad terms and conditions of appointment of Independent Directors are as under:
1.Appointment

The appointment of Independent Directors is for a period mentioned in their respective Appointment Letter. The Independent Directors are not liable to retire by rotation. Re-appointment at the end of their tenure shall be considered by the Board of Directors (“the Board) based on the recommendation of the Nomination and Remuneration Committee and the performance evaluation process, subject to the Directors continuing to meet the independence criteria. The Independent Directors may be nominated to be a Member or Chairman of any one or more Committees of the Board.

2. Role, Duties and Responsibilities

The duties and liabilities that come with the appointment as Independent Director would be as per Schedule IV of the Companies Act, 2013 and any other applicable laws for the time being in force.

  • I. As Members of the Board, they along with the other Directors, will be collectively responsible for meeting the objectives of the Board which inter alia, include:
    • A. Requirements under the Companies Act, 2013, as amended or re-stated for the time being in force.
    • B. Review Companies Strategies, financial plan and monitor the performance of the Company.
    • C. Review management performance and compensation.
    • D. Guiding and advising the management in their area of expertise.
    • E. Safeguarding the interest of Stakeholders.
    • F. Devote such time as is prudent and necessary for the proper performance of their roles, duties and responsibilities as Independent Directors.
    • G. Monitor and manage potential conflicts of interests of the Management.
    • H. Satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible
    • I. Set the Company's values and standards, ensures that its obligations to its shareholders and others are understood and met by the Company.
  • II. They shall abide by the ‘Code For Independent Directors’ as outlined in Schedule IV and Section 149(8) of the 2013 Act.
  • III. Unless specifically authorized by the Company or required by law, the Independent Directors will not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information.
  • IV. The Independent Directors, shall:
    • a) uphold ethical standards of integrity and probity;
    • b) act objectively and constructively while exercising the duties;
    • c) exercise their responsibilities in a bona fide manner in the interest of the Company;
    • d) devote sufficient time and attention to your professional obligations for informed and balanced decision-making;
    • e) not abuse their position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or
    • f) advantage for any associated person. f) refrain from any action that could lead to a loss of their independence;
    • g) immediately inform the Board in respect of any event which makes losing the status of independent director;
    • h) assist the Company in implementing the best corporate governance practices.
3. Remuneration

The Independent Directors shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The sitting fees payable shall be determined by the Board from time to time.
Further, the Company may reimburse the Independent Directors such expenditure, as may be incurred by them while performing their role as an Independent Director of the Company, including expenditure incurred by them for travel, accommodation or any out-of -pocket expenses for attending Board / Committee Meetings, General Meetings, Court Convened Meeting, meetings with Shareholders / Creditors / Management, site visits, induction and training programs.

4. Performance Appraisal / Evaluation Process

As members of the Board, the performance of the Independent Directors 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 criteria for evaluation shall be disclosed in the Annual Report of the Company. The actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committees.

5. Disclosures:

During the Term, they agree to promptly notify the Company of any change in their directorships, Memberships 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 Director of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary.
During their Term, they agree to promptly provide a declaration under Section 149(7) of the Companies Act, 2013, upon any change in circumstances which may affect their status as an Independent Director.
During the Term, they shall promptly intimate the Company Secretary and the Ministry of Corporate Affairs in the prescribed manner, of any change in address or other contact and personal details provided to the Company.

6. Disengagement

They may resign from the directorship of the Company by giving a notice in writing to the Company stating the reasons for resignation. The resignation shall take effect from the date on which the notice is received by the Company or the date, if any, specified in the notice, whichever is later. Their directorship on the Board of the Company shall cease in accordance with law. The Company may disengage Independent Directors prior to completion of Term Upon the director failing to meet the criteria for independence as envisaged in Section 149(6) of the 2013 Act

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How can I manage Instant Book settings?
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Mauris posuere diam at enim malesuada, ac malesuada erat auctor. Ut porta mattis tellus eu sagittis. Nunc maximus ipsum a mattis dignissim. Suspendisse id pharetra lacus, et hendrerit mi. Praesent at vestibulum tortor. Ut porta mattis tellus eu sagittis. Nunc maximus ipsum a mattis dignissim.

  • Shopping history
  • Hot offers according your settings
  • Multi-product search
  • Opportunity to share with friends
  • User-friendly interface
  • Shopping history
  • Hot offers according your settings
  • Multi-product search
  • Opportunity to share with friends
  • User-friendly interface