Terms and conditions of appointment of Independent Directors of the Company in accordance with the requirements of Schedule IV to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Terms and conditions of appointment of Independent Directors:
1. Term:
Shri. Davis George has been appointed as the independent Director of the Company for a first time of 5 (five) consecutive years by the members at their Extra Ordinary General Meeting held on 22nd March, 2025. The Appointment is for a term commencing from March 22, 2025 up to March 22, 2030.
Shri. Josy Thomas has been appointed as the independent Director of the Company for a first time of 5 (five) consecutive years by the members at their Annual General Meeting held on 19th August, 2024. The Appointment is for a term commencing from 19th August, 2024 up to 19th August, 2029.
Shri. Sebastian Kurian has been initially appointed as the independent Director (Director appointed in casual vacancy) of the Company w.e.f. December 14, 2021. Thereafter members of the Company Re-appointed with effect from May 17, 2024, up to May 16, 2029.
2. Other Terms and Conditions
Role, duties and responsibilities
A. As member of the Board, Independent Directors will be collectively responsible for meeting the objectives of the Board which include:
- Requirements under the Companies Act, 2013,
- Requirements under the applicable SEBI and RBI directions.
- Accountability under the Director’s Responsibility Statement,
- Protecting and enhancing the Kosamattam brand.
B. Independent Directors shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166).
C. Independent Directors will also be responsible for providing guidance in the area of their expertise.
D. The Board may appoint Independent Directors as a member or chairman of various committees.
3. Remuneration
In consideration of the Independent Directors’ services, the Company will pay fees as under :
- 5,000 for attending each meeting of the Board or any committee thereof or any other meeting of Directors;
Further, the Company may pay or reimburse to them such fair and reasonable 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 each director for attending Board/ Committee meetings, Annual General Meetings, Extraordinary General Meetings, court convened meetings, meetings with shareholders/ creditors/ management.
4. Code of Conduct
As an Independent Director of the Company, they agree to comply with the Kosamattam Finance Limited Code of Conduct for Non-Executive Directors (NEDs). For their reference, the Code of Conduct for Non- Executive Directors is outlined below:
- Non-Executive Directors of a Company will always act in the interest of the Company and ensure that any other business or personal association which they may have, does not involve any conflict of interest with the operations of the Company and his/ her role therein,
- Non-Executive Directors will comply with all applicable laws and regulations of all the relevant regulatory and other authorities as may be applicable to such Directors in their individual capacities,
- Non-Executive Directors will safeguard the confidentiality of all information received by them by virtue of their position.
Unless specifically authorised by the Company, they shall not disclose company and business information to public constituencies such as the media, the financial community, employees, shareholders, agents, franchises, dealers, distributors and importers.
Their obligation of confidentiality shall survive termination or cessation of their directorship with the Company.
5. Disclosures, other directorships and business interests
During the Term, they 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 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 2013 Act, upon any change in circumstances which may affect their status as an Independent Director.
6. Changes of personal details
During the Term, they 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.
7. Termination
Their directorship on the Board of the Company shall terminate or cease in accordance with law. Apart from the grounds of termination as specified in the 2013 Act, their directorship may be terminated for violation of any provision of the Kosamattam Finance Limited Code of Conduct as applicable to Non-Executive Directors.
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 by them in the notice, whichever is later.
For Kosamattam Finance Limited
Mathew K. Cherian
Managing Director
DIN:01286073
