Letter of Appointment

To,

Mr. / Ms. ……………………………….

Address:……………………………….

Subject : Appointment as an Independent Director of GBTL Limited (the Company”)

I am pleased to inform you that the shareholders at the Annual General Meeting held on………………………………… have approved your appointment as an Independent Director for a period of ___ years w.e.f……………………………….. This letter of appointment sets out the terms and conditions covering your appointment which are as follows:

Appointment:

  1. Your appointment as a Non-Executive Independent Director on the Board of Directors of the Company is subject to the provisions of the Companies Act, 2013.
  2. In compliance with provisions of section 149(13) of the Companies Act, 2013, your directorship is not subject to retirement by rotation.

Time Commitment:

3. As a Non-Executive Independent Director you are expected to bring objectivity and independence of view to the Board’s discussions and to help provide the Board with effective leadership in relation to the Company’s strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance. The Board generally meet four times in a year. The Audit Committee meeting includes other Committee meetings like Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder Relationship Committee, etc. meetings of which are ordinarily convened as per requirements. You will be expected to attend Board and Board Committees to which you may be appointed and Shareholders meetings and to devote such time to your duties, as appropriate for you to discharge your duties effectively. Ordinarily, all meetings are held in Mumbai.

Rules and Duties:

4. Your role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013. There are certain duties prescribed for all Directors, both Executive and Non- Executive, which are fiduciary in nature and are as under:

  1. You shall act in accordance with the Company’s Articles of Association as may be amended from time to time.
  2. You shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interest of the Company.
  3. You shall discharge your duties with due and reasonable care, skill and diligence.
  4. You shall not involve yourself in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.
  1. You shall not achieve or attempt to achieve any undue gain or advantage either to yourself or to your relatives, partners or associates.
  2. You shall not assign your office as Director and any assignments so made shall be void.

In addition to the above requirements the Board of Directors also expect you to perform the following functions:

  1. You should constructively challenge and help develop proposals on strategy for growth of the Company.
  2. You should evaluate the performance of management in meeting agreed goals and objectives.
  3. You should satisfy yourself on the integrity of financial information and that financial controls and systems of risk management are effective and defensible.
  4. You will take responsibility for the processes for accurately reporting on performance and the financial position of the Company.
  5. You should keep governance and compliance with the applicable legislation and regulations under review and the conformity of Company’s practices to accepted norms.

Status of Appointment:

  1. You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board.
  2. The sitting fees presently paid to the Non-Executive Independent Director is Rs……………………./- per meeting of the Board or a Committee thereof.

Conflict of Interest

  1. It is accepted and acknowledged that you may have business interests other than those of the Company. As a condition to your appointment, you are required to declare any such directorships, appointments and interests to the Board in writing in the prescribed form in prescribed time as per Companies Act, 2013.
  2. In the event that your circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgement that you are independent, this should be disclosed to both the Chairman and the Company Secretary.

Evaluation

9. The Board of Directors will carry out an evaluation of the performance of the Board as a whole, Board Committees and Directors on an annual basis. Your appointment and reappointment on the Board shall be subject to the outcome of the yearly evaluation process.

Disclosure of Interest

10. Any material interest that a Director may have in any transaction or arrangement that the Company has entered into should be disclosed no later than when the transaction or arrangement comes up at a Board meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that you are interested in any contract with a particular person, firm or company is acceptable.

Code of Conduct

11. During the appointment you are required to comply with Schedule IV under Companies Act, 2013 including the Code of Conduct.

Confidentiality

12. All information acquired during your appointment is confidential to the Company and should not be released, either during your appointment to third parties without prior clearance from the Chairman unless required by law. On reasonable request, you shall surrender any documents and other materials made available to you by the Company.

Membership of Committees

14. The Board of Directors may appoint you as Member / Chairman of one or more of its Committees which will be covered in a separate communication setting out the relevant committee’s terms of reference and any specific responsibilities.

Termination

  1. You may resign from your position at any time and should you wish to do so, you are requested to serve reasonable written notice on the Board.
  2. Continuation of your appointment is contingent on your getting re-elected by the shareholders in accordance with provisions of Companies Act, 2013 and the Articles of Association of the Company, from time to time in force. You will not be entitled to compensation if the shareholders do not re-elect you at any time.

Yours sincerely,
For GBTL LIMITED

DIRECTOR

Copyright © 2022 GBTL LTD

A visionary leader, Mr. Rajendra V Agarwal is a gold medalist in Textile Technology with over four decades of experience with valuable contribution to the industry. He proactively contributes in all aspects of management right from operations to finance, marketing and human resource development.

Being an illustrious entrepreneur, he has the knack of identifying new opportunities, sustaining extraordinary business growth while exploring and acquiring new businesses. With his insightful approach for continuous innovation, he has repeatedly set new benchmarks. He is a people's person and his commitment for excellence inspires many across the industry.

Mr. Ajay Agarwal is a Commerce Graduate with experience spanning over three decades in the textile industry. He is known for his business acumen for adapting to the changing scenario of the industry. He constantly stays in touch with the market and latest development in fashion & design.

He is known for bridging he gap between product, trade and customers by maintaining personal rapport with trade partners network across India.

With academic strength in economics and strategy, Mr. Rahul Agarwal oversees Business operations, people and new ventures. He is a keen strategist with a long term focus on people, sustainability, and growth.

By providing specific emphasis and direction to the B2B, institutional and garment-driven initiatives, he ensures that the company constantly strives to attain its business objectives.

She has been instrumental in strategically spearheading the retail business and turning it around. Understanding customer’s requirements and with keen insights, she has been the driving force for product innovation and sourcing.

She is actively involved in procurement, finalisation of the new products and designs for the coming season.Her timely decision making approach has led to faster execution of ideas and is a big contributor to the growth story of retail business.

A Chartered Accountant by qualification, Mr. Ankit Jogani is a bright and dynamic leader with sound business insight and passion for technology driven ideas. In his tenure over a decade, he has contributed immensely by directing strategies, establishing processes and managing a team for overall operational excellence.

He constantly strives for new product innovation and technological upgradation to provide sustainable clothing solutions.