Terms & Conditions of Appointment of Independent Directors

Part-time Non-official (Independent) Directors are appointed pursuant to section 149 of Companies Act 2013 for a period of five years. Independent Directors are required to comply with the requirements of the “Code of Business Conduct & Ethics for Board Members and Senior Management Personnel”, “Code of Conduct for Prevention of Insider Trading” and the “Charter for the Board of Directors” approved by the Scan Projects Limited Board. Independent Directors are also required to observe certain Dos & Don’ts for Independent Directors (approved by the Board of SCAN) in the course in performance of their duties as Independent Directors apart from the requirements and duties enumerated for them in the Companies Act, 2013. Either Independent Directors aren’t entitled for any sitting fee as per policy of the Company or any Board Level Committee Meeting attended by them. Independent Directors are not eligible for any profit related commission or stock option. Independent Directors are not eligible for retirement by rotation in every Annual General Meeting of the Company.