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  Terms and conditions of Appointment of Independent Directors  

At the Annual General Meeting of the Company held on August 2, 2014, the shareholders approved the appointment of the following as Independent Directors of the Company from August 2, 2014 till the date mentioned against their respective names:

Sl.No. Name of Independent Director From To
1 Mr. Sujal Shah August 2, 2014 March 31, 2019
2 Mr. Shrikant Rege August 2, 2014 March 31, 2019
3 Dr. R.B. Barman August 2, 2014 March 31, 2019
4 Ms. Deena Mehta August 2, 2014 March 31, 2019
  The broad terms and conditions of their appointments as Independent Directors are reproduced hereunder:  

The appointment is for a consecutive period of 5 (five) years for a term up to March 31, 2019. As an Independent Director, they will not be liable to retire by rotation. This tenure is subject to meeting the criteria for being an Independent Director and not being disqualified to be a Director under the applicable regulations.
They will be eligible for re-appointment for another term of up to 5 (five) years subject to fulfilling the criteria for being an Independent Director and not being disqualified to be a Director. Further, the re-appointment shall be on the basis of report of their performance evaluation by the Board of Directors. The re-appointment would require Special resolution of shareholders and any other necessary approvals.

  Approval of Reserve Bank of India (RBI)  

While granting the Certificate of Registration to commence/carry on the business of securitisation or asset reconstruction to the company RBI vide its letter dated February 14, 2008, stipulated a condition, inter alia, to obtain prior approval of RBI for any change in the composition of the Board of Directors.
Accordingly, the Company has obtained the requisite prior approval from RBI for their appointment on Board of Directors of the Company.

  Roles and Duties  

The Company expects to follow ?the Code for Independent Director? as per Schedule IV and such other applicable provisions, if any, of the Companies Act, 2013, during their tenure as an Independent Director of Reliance Asset Reconstruction Company Limited.
As an Independent Director, they are required to disclosure of their interest as per the requirements of Section 184 of the Companies Act, 2013 and also not participate in the meeting of the Board where any contract or arrangement in which they are interested is put up for approval.


The Board of Directors of the Company, inter alia, have given due consideration to their declaration of being qualified as ?independent? in accordance with the provisions of Companies Act, 2013. They are requested to provide periodic declaration to this effect of being qualified as ?independent? as required by regulations.

  Sitting Fees  

They will be paid sitting fees of INR 20,000 for attending each meeting of the Board and Committee thereof of which they are a member and also reimbursement of expenses for attending the Board and Board Committee meetings. The sitting fees payable shall be subject to applicable tax deduction at source.

  Outside interests  

It is accepted and acknowledged that they have interests other than those of the Company and have declared the same to the Company. In the event that they become aware of any potential conflicts of interest, the same should be disclosed to the Chairperson of the Nomination & Remuneration Committee of the Board and the Company Secretary as soon as you become aware of it.


Directors and Officers Liability Insurance will be provided to them by the Company, subject to the terms of the policy from time to time in force (which may be subject to change).


In the event of any claim or litigation against the Company, based upon any alleged conduct, act or omission on their part during their term as an Independent Director, they shall provide all reasonable assistance and cooperation to the Company and provide such information and documents as are necessary and reasonably requested by the Company or its counsel.


All the terms as mentioned above including their appointment, sitting fees, role and duties shall be governed by the provisions of the Companies Act, 2013 and Rules made there under, as amended from time to time.