Board Independence Statement

ESG Policies and Commitments

(Oriental InfraTrust)

Board Independence Statement

OIT is committed to adopting the highest standards of corporate governance. The Board of Directors of OIT, in assistance with its Nomination Committee, evaluates the independence of its members in connection with each nomination to the general meeting as well as on a regular basis. All Independent Directors have to give declarations that they meet the criteria of independence as laid down under the two aforementioned sections of the Companies Act, 2013 and the SEBI Regulations, 2015.


The definition of an Independent Director as per the sections of Companies Act, 2013 and the SEBI Regulations, 2015 are provided below-

COMPANIES ACT, 2013

149 (6) – An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

  1. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience.
    1. who is or was not a promoter of the company or its holding, subsidiary or associate company.
    2. who is not related to promoters or directors in the company, its holding, subsidiary or associate company;
  2. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year.
  3. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year.
  4. who, neither himself nor any of his relatives—
    1. holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed.
    2.  is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—
  1. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
  2. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm.
    1. holds together with his relatives two per cent. or more of the total voting power of the company; or
    2.  is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or
  3. who possesses such other qualifications as may be prescribed

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

16. (1) (b) “independent director” means a non-executive director, other than a nominee director of the
listed entity:

  1. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and experience.
  2. who is or was not a promoter of the listed entity or its holding, subsidiary or associate company.
  3. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate company.
  4. who, apart from receiving director’s remuneration, has or had no material pecuniary relationship with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
  5. none of whose relatives has or had pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed from time to time, whichever is lower, during the two immediately preceding financial years or during the current financial year;
  6. who, neither himself, nor whose relative(s) —
  7. holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed.
  8. is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of —
    1. a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate company; or
    2. any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm.
  9. holds together with his relatives two per cent or more of the total voting power of the listed entity; or
  10. is a chief executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the listed entity.
  11. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;
  12. who is not less than 21 years of age