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ASAL Automotive Stampings and Assemblies Limited

CIN: L28932PN1990PLC016314

Website: www.autostampings.com

Regd Office: G-71/2, MIDC, Bhosari, Pune 411 026 (India) Tel: 020-6631 4318 Fax-020-6631 4343 Chakan : Gat No. 427, Medankarwadi, Chakan, Tal. Khed, Dist: Pune –410 501 Tel: 91 2135 679800-03

Halol: Survey No. 173, Village Khakharia, Taluka: Savali, Dist: Vadodara, Halol – 389 350, Gujarat Telefax: 91 2667 288042, 09377666122 Uttarakhand: Plot No. 71, Sector 11, Integrated Industrial Estate, Pantnagar, US Nagar 263153 State- Uttarakhand Tel: 91 05944250652

A TATA Enterprise

Private & Confidential

Date: April 28, 2017 To, Mr. Ramnath Mukhija 301 CTS No. 275, Vraj Building, N S Road No. 10, JVPD Scheme, Vile Parle West, Mumbai - 400 049 Dear Mr. Mukhija,

Sub: Appointment as Independent Director

We thank you for your confirmation to Automotive Stampings and Assemblies Limited (the “Company”) that you meet the “Independence” criteria as envisaged in Section 149(6) of the Companies Act, 2013 (“2013 Act”) and Regulation 16 (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations, 2015”) and also for your consenting to hold office as a Director of the Company.

Pursuant to your confirmation, we are pleased to confirm that upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors on recommendation of NRC at its meeting held on March 10, 2017 approved your appointment as an Independent Director on the Board of the Company subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting for FY 2016-17. Further due to recent reconstitution of various Committees viz. Audit and Nomination and Remuneration Committee by your appointment as Member thereof, NRC has recommended Board to issue revised appointment letter and Board at its meeting held on April 28, 2017 approved the recommendation. This appointment letter supersedes earlier appointment letter issued on March 10, 2017.

This letter sets out the terms of your appointment as an Independent Director. Your relationship with the Company will be that of an office-holder and not one of contract for employment in the Company.

The terms of your appointment, as set out in this letter, are subject to the extant provisions of the (i) applicable laws, including 2013 Act and SEBI LODR Regulations, 2015 (as amended from time to time) and (ii) Articles of Association of the Company (“AOA”).


CIN: L28932PN1990PLC016314




A TATA Enterprise

1. Appointment

Your appointment will be for a term up to February 4, 2019 and shall take effect from March 10, 2017, unless terminated earlier or extended, as per the provisions of this letter or applicable laws (“Term”).

As an Independent Director you will not be liable to retire by rotation.

Reappointment at the end of the term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. Your reappointment would be considered by the Board based on the outcome of the performance evaluation process and you continuing to meet the independence criteria. As per the Board’s current assessment, you will be a Chairman/ member of the following Committees:

Audit Committee

Nomination and Remuneration Committee

The mandates of the aforesaid Committees are provided as Annexure A. The Board may reconstitute the composition of any/all Committees, from time to time, and any such change shall be promptly communicated to you. In such an event, you may also be required to serve on other Committees of the Board. 2. Role, duties and responsibilities

A. As member of the Board you along with the other Directors will be collectively

responsible for meeting the objectives of the Board which include:

Requirements under the Companies Act, 2013 and rules made thereunder,

amended from time to time;

“Responsibilities of the Board of Directors” as outlined in Regulation 4 of

SEBI LODR Regulations, 2015;

Accountability under the Director’s Responsibility Statement;

Overseeing the maintenance of high standards of Tata values and ethical

conduct of business;

Overseeing the Company’s contribution to enhancing the quality of life of

communities;

Reviewing the TBEM (Tata Business Excellence Model) findings and

monitoring the action plan; and

Protecting and enhancing the Tata brand.


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A TATA Enterprise

B. You 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) and as per the provisions of

SEBI LODR Regulations, 2015. For your ready reference, the relevant

provisions have been extracted and attached to this letter as Annexure B.

3. Time Commitment

Considering the nature of the role of a Director, it is difficult for a Company to lay down specific parameters on time commitment. You agree to devote such time as is prudent and necessary for the proper performance of your role, duties and responsibilities as an Independent Director.

4. Remuneration

As an Independent Director you shall be paid sitting fees for attending the meetings of the Board and the Committees of which you are a member. The sitting fees payable to you are as follows: Rs. 50,000/- as sitting fees for every Board Meeting and all Committee Meetings

except the “Corporate Social Responsibility Committee” and “Stakeholders

Relationship Committee" Meeting where Members are paid Rs. 20,000/-.

Presently, the Company is not paying any profit related commission.

Further, the Company may pay or reimburse to you such fair and reasonable expenditure, as may have been incurred by you while performing your role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by you for attending Board/ Committee meetings, Annual General Meetings, Extraordinary General Meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to prior consultation with the Board, professional advice from independent advisors in the furtherance of your duties as an Independent Director.


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A TATA Enterprise

5. Insurance

The Company will take an appropriate Directors’ and Officers’ Liability Insurance policy and pay the premiums for the same. It is intended to maintain such insurance cover for the term of your appointment, subject to the terms of such policy in force from time to time. A copy of the policy document will be supplied on request. 6. Tata Code of Conduct

As an Independent Director of the Company, you agree to comply with the Tata Code of Conduct for Non-Executive Directors (NEDs). For your 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, you shall not disclose Company and business information to public constituencies such as the media, the financial community, employees, shareholders, agents, franchisees, dealers, distributors and importers.

Your obligation of confidentiality shall survive termination or cessation of your Directorship with the Company. We would also like to draw your attention to the applicability of both, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and the ‘Tata Code of Conduct on Prevention of Insider Trading and Policy prohibiting disclosure or use of unpublished price sensitive information.

Additionally, you shall not participate in any business activity which might impede the application of your independent judgment in the best interest of the Company.

All Directors are required to sign a confirmation of acceptance of the Tata Code of Conduct for NEDs on annual basis.


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A TATA Enterprise

7. Induction and Development

The Company shall, conduct formal induction programme for its Independent Directors which may include any or all of the following:

Board roles and responsibilities, whilst seeking to build working relationship

among the Board members;

Company’s vision, strategic direction, core values, ethics and corporate

governance practices;

Familiarization with financial matters, management team and business

operations; and

Meetings with stakeholders, visits to business locations and meetings with

senior and middle management.

The Company shall, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the Company and its business. The Company will fund/arrange for training on all matters which are common to the whole Board. 8. Performance Appraisal / Evaluation Process

As a member of the Board, your performance as well as the performance of the entire Board and its Committees shall be evaluated annually. Evaluation of each Director shall be done by all the other Directors. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee and disclosed in the Company’s Annual Report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee. An indicative list of factors that may be evaluated as part of this exercise is:

Participation and contribution by a Director;

Commitment (including guidance provided to senior management outside of

Board / Committee meetings);

Effective deployment of knowledge and expertise;

Effective management of relationship with stakeholders;

Integrity and maintenance of confidentiality;

Independence of behaviour and judgment; and


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A TATA Enterprise

Impact and influence.

9. Disclosures, other Directorships and business interests

During the term, you agree to promptly notify the Company of any change in your Directorships and provide such other disclosures and information as may be required under the applicable laws. You also agree that upon becoming aware of any potential conflict of interest with your position as Independent Director of the Company, you shall promptly disclose the same to the Company Secretary. Please confirm that as on date of this letter, you have no such conflict of interest issues with your existing Directorships.

During your term, you agree to promptly provide a declaration under Section 149(7) of the 2013 Act upon any change in circumstances which may affect your status as an Independent Director.

10. Changes of personal details

During the term, you shall promptly intimate the Company Secretary and the Registrar of Companies in the prescribed manner with regard to change in address or other contact and personal details provided to the Company. 11. Termination

Your 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, your Directorship may be terminated for violation of any provision of the Tata Code of Conduct as applicable to Non-Executive Directors. You 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 you in the notice, whichever is later. If at any stage during the term, there is a change that may affect your status as an Independent Director as envisaged in Section 149(6) of the 2013 Act or, if applicable, you fail to meet the criteria for “independence” under the provisions of SEBI LODR Regulations, 2015, you agree to promptly submit your resignation to the Company with effect from the date of such change.


CIN: L28932PN1990PLC016314




A TATA Enterprise

12. Co-operation

In the event of any claim or litigation against the Company, based upon any alleged conduct, act or omission on your part during your term, you agree to render all reasonable assistance and co-operation to the Company and provide such information and documents as are necessary and reasonably requested by the Company or its counsel.

13. Miscellaneous

This letter represents the entire understanding and constitutes the whole

agreement in relation to your appointment and supersedes any previous

agreement between yourself and the Company with respect thereto and without

prejudice to the generality of the foregoing excludes any warranty, condition or

other undertaking implied at law or by custom.

No waiver or modification of this letter shall be valid unless made in writing and

signed by you and the Company.

As per SEBI LODR Regulations, 2015 this letter along with your detailed profile

shall be disclosed on the website of the Company and the relevant Stock

Exchange(s).

14. Acceptance of Appointment

We are confident that the Board and the Company will benefit immensely from your rich experience and we are eager to have you as an integral part of the growth of our Company. If these terms of appointment are acceptable to you, please confirm your acceptance by signing and returning the enclosed copy of this letter.


CIN: L28932PN1990PLC016314




A TATA Enterprise

We thank you for your continued support and commitment to the Company. Yours Sincerely, For Automotive Stampings and Assemblies Limited Ajay Tandon Director DIN: 00128667

AGREE AND ACCEPT I have read and understood the terms of my appointment as an Independent Director of the Company and I hereby affirm my acceptance to the same. Ramnath Mukhija DIN: 00001653 Date: April 28, 2017 Place: Pune


CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE A

I. ‘Nomination and Remuneration Committee’ The role of the Committee includes the following:

Determination of compensation payable to the Managerial Person including revision thereof

Appraisal of his / her performance and the determination of his / her incentive remuneration;

To identify persons who are qualified to become Directors and who are to be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every Director’s performance.

To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for Directors, key managerial personnel and other employees.

II. ‘Audit Committee’ Responsibilities

The Audit Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the quarterly / half-yearly and annual financial statements before submission to the Board and also ensure compliance of internal control systems. In addition, the responsibilities of the Audit Committee shall include the following: 1.1 Financial Statements

Overseeing the Company’s financial reporting process and the disclosure

of its financial information to ensure that the financial statement is correct, sufficient and credible.

Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility

Statement to be included in the Board’s report in terms of clause (c) of section 134 of the Companies Act, 2013.

b. Changes in accounting policies and practices and reasons for the same.


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A TATA Enterprise

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions. g. Qualifications in the draft audit report. h. Compliance with accounting standards. i. Disclosure of contingent liabilities.

1.2 Review of Information

Review / examination, with the Management, of (a) the financial statements including quarterly / half yearly financial information before submission to the board for approval; and (b) draft audit report thereon,

Management discussion and analysis of financial condition and results of operations.

Reports relating to compliance with laws and to risk management. Management letters / letters of internal control weaknesses issued by

statutory auditors. Internal audit reports relating to internal control weaknesses. Reviewing, with the management, the statement of uses / application of

funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

1.3 Internal Control

Reviewing with the management, performance of statutory / external and internal auditors, and the adequacy of internal control systems.

Evaluation of internal financial controls and risk management systems.


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A TATA Enterprise

1.4 Internal Audit

Reviewing the adequacy of internal audit function, including the audit charter, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

The appointment, removal and terms of remuneration of the Chief Internal Auditor or the internal audit firm, as the case may be, shall be subject to review by the Audit Committee.

Discussion with internal auditors of any significant findings and follow-up thereon.

Review and monitor the auditor’s independence & performance and effectiveness of audit process.

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

1.5 External Audits

Recommending the appointment, remuneration and terms of appointment of statutory / external auditors of the Company.

Approval of payment to statutory auditors for any other services rendered by them.

Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

Review and monitor the auditor’s independence & performance and effectiveness of audit process.

1.6 Cost Audit

Recommend to the Board, the appointment, re-appointment, removal of the cost auditors, fixation of audit fee, nature and scope of cost audit and also approve rendering of any other services by the cost auditors and fees pertaining thereto.

Review and monitor the auditor’s independence. Review and recommend Cost Audit Report to the Board.


CIN: L28932PN1990PLC016314




A TATA Enterprise

1.7 Related Party Transactions

Review the statement of significant related party transactions submitted by management, including the ‘significant’ criteria / thresholds decided by the Management.

The following details shall be placed periodically before the Audit Committee to oversee the potential conflict of interest situation: A statement in summary form of transactions with related parties in the

ordinary course of business. Details of material individual transactions (‘materiality’ threshold to be

defined by the management and reviewed by the Audit Committee) with related parties which are not in the normal course of business.

Details of material individual transactions (‘materiality’ threshold to be defined by the Audit Committee) with related parties, which are not on arm’s length basis, together with Management’s justification for the same.

Approval or any subsequent modification of transactions of the Company with related parties.

1.8 Defaults

Looking into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

1.9 Vigil Mechanism

Reviewing the functioning of the Whistle Blower mechanism and compliances as regards the Company’s whistle blower policy.

1.10 Others

Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the Company, wherever it is

necessary. Monitoring end use of funds raised through public offers and related

matters. Approval of appointment of CFO (i.e. the whole-time Finance Director or

any other person heading the finance function or discharging the function) after assessing the qualifications, experience and background, etc. of the candidate.

The Audit Committee shall also review the financial statements, in particular the investments, of the subsidiary companies.


CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE B

Relevant extracts of the provisions under Companies Act, 2013: Section 2 (60) - Definition

“Officer who is in default”, for the purpose of any provision in this Act which enacts that an officer of the Company who is in default shall be liable to any penalty or punishment by way of imprisonment, fine or otherwise, means any of the following officers of a Company, namely:—

(i) whole-time Director;

(ii) key managerial personnel;

(iii) where there is no key managerial personnel, such Director or Directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the Directors, if no Director is so specified;

(iv) any person who, under the immediate authority of the Board or any key managerial personnel, is charged with any responsibility including maintenance, filing or distribution of accounts or records, authorises, actively participates in, knowingly permits, or knowingly fails to take active steps to prevent, any default;

(v) any person in accordance with whose advice, directions or instructions the Board of Directors of the Company is accustomed to act, other than a person who gives advice to the Board in a professional capacity;

(vi) every Director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance;

(vii) in respect of the issue or transfer of any shares of a Company, the share transfer agents, registrars and merchant bankers to the issue or transfer;

================================================================ Section 134 (5) – Financial Statement, Board’s Report, etc. The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state that— (a) in the preparation of the annual accounts, the applicable accounting standards

had been followed along with proper explanation relating to material departures;


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A TATA Enterprise

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Explanation.—For the purposes of this clause, the term “internal financial controls” means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

================================================================ 149 (6) – Company to have Board of Directors 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,— (a) who, in the opinion of the Board, is a person of integrity and possesses relevant

expertise and experience;

(b) (i) who is or was not a promoter of the Company or its holding, subsidiary or associate Company;

(ii) who is not related to promoters or Directors in the Company, its holding, subsidiary or associate Company;

(c) 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;


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A TATA Enterprise

(d) 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;

(e) who, neither himself nor any of his relatives—

(i) 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;

(ii) 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—

(A) a firm of auditors or Company secretaries in practice or cost auditors of the

Company or its holding, subsidiary or associate Company; or

(B) 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;

(iii) holds together with his relatives two per cent. or more of the total voting power of the Company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit

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

(f) who possesses such other qualifications as may be prescribed. ================================================================

149 (8) – Company to have Board of Directors The Company and independent Directors shall abide by the provisions specified in Schedule IV.


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A TATA Enterprise

149 (12) – Company to have Board of Directors Notwithstanding anything contained in this Act,—

(i) an independent Director;

(ii) a non-executive Director not being promoter or key managerial personnel, shall be held liable, only in respect of such acts of omission or commission by a Company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently

================================================================ 166. Duties of Directors

(1) Subject to the provisions of this Act, a Director of a Company shall act in accordance with the articles of the Company.

(2) A Director of a Company 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 interests of the Company, its employees, the shareholders, the community and for the protection of environment.

(3) A Director of a Company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

(4) A Director of a Company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.

(5) A Director of a Company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such Director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the Company.

(6) A Director of a Company shall not assign his office and any assignment so made shall be void.

(7) If a Director of the Company contravenes the provisions of this section such

Director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees

================================================================


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A TATA Enterprise

188 (5) – Related party transactions Any Director or any other employee of a Company, who had entered into or authorised the contract or arrangement in violation of the provisions of this section shall,— (i) in case of listed Company, be punishable with imprisonment for a term which may

extend to one year or with fine which shall not be less than twenty-five thousand rupees but which may extend to five lakh rupees, or with both; and

(ii) in case of any other Company, be punishable with fine which shall not be less

than twenty-five thousand rupees but which may extend to five lakh rupees. ================================================================ 197 (13) – Overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits Where any insurance is taken by a Company on behalf of its managing Director, whole-time Director, manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel: Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.


CIN: L28932PN1990PLC016314




A TATA Enterprise

Relevant extracts of the provisions of SEBI LODR Regulations, 2015:

Principles governing disclosures and obligations Regulation 4 (2) (F). Responsibilities of the Board of Directors - The board of directors of

the listed entity shall have the following responsibilities: (i) Disclosure of information:

(1) Members of board of directors and key managerial personnel shall disclose to the board of directors whether they, directly, indirectly, or on behalf of third parties, have a material interest in any transaction or matter directly affecting the listed entity. (2) The board of directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.

(ii) Key functions of the board of directors-

(1) Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions and divestments. (2) Monitoring the effectiveness of the listed entity’s governance practices and making changes as needed. (3) Selecting, compensating, monitoring and, when necessary, replacing key managerial personnel and overseeing succession planning. (4) Aligning key managerial personnel and remuneration of board of directors with the longer term interests of the listed entity and its shareholders. (5) Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board of directors. (6) Monitoring and managing potential conflicts of interest of management, members of the board of directors and shareholders, including misuse of corporate assets and abuse in related party transactions. (7) Ensuring the integrity of the listed entity’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in


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A TATA Enterprise

particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards. (8) Overseeing the process of disclosure and communications. (9) Monitoring and reviewing board of director’s evaluation framework.

(iii) Other responsibilities:

(1) The board of directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and the shareholders.

(2) The board of directors shall set a corporate culture and the values by which executives throughout a group shall behave. (3) Members of the board of directors shall act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and the shareholders. (4) The board of directors shall encourage continuing directors training to ensure that the members of board of directors are kept up to date. (5) Where decisions of the board of directors may affect different shareholder groups differently, the board of directors shall treat all shareholders fairly. (6) The board of directors shall maintain high ethical standards and shall take into account the interests of stakeholders. (7) The board of directors shall exercise objective independent judgement on corporate affairs. (8) The board of directors shall consider assigning a sufficient number of nonexecutive members of the board of directors capable of exercising independent judgement to tasks where there is a potential for conflict of interest. (9) The board of directors shall ensure that, while rightly encouraging positive thinking, these do not result in over-optimism that either leads to significant risks not being recognised or exposes the listed entity to excessive risk. (10) The board of directors shall have ability to ‘step back’ to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the listed entity’s focus.


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A TATA Enterprise

(11)When committees of the board of directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the board of directors. (12) Members of the board of directors shall be able to commit themselves effectively to their responsibilities. (13) In order to fulfil their responsibilities, members of the board of directors shall have access to accurate, relevant and timely information. (14) The board of directors and senior management shall facilitate the independent directors to perform their role effectively as a member of the board of directors and also a member of a committee of board of directors.

Regulation 25 – Obligations with respect to Independent Directors (1) A person shall not serve as an independent director in more than seven listed entities: Provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. (2) The maximum tenure of independent directors shall be in accordance with the Companies Act, 2013 and rules made thereunder, in this regard, from time to time. (3) The independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting. (4) The independent directors in the meeting referred in sub-regulation (3) shall, interalia- (a) review the performance of non-independent directors and the board of directors as a whole; (b) review the performance of the chairperson of the listed entity, taking into account the views of executive directors and non-executive directors; (c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. (5) An independent director shall be held liable, only in respect of such acts of omission or commission by the listed entity which had occurred with his knowledge, attributable through processes of board of directors, and with his consent or connivance or where he had not acted diligently with respect to the provisions contained in these regulations.


CIN: L28932PN1990PLC016314




A TATA Enterprise

(6) An independent director who resigns or is removed from the board of directors of the listed entity shall be replaced by a new independent director by listed entity at the earliest but not later than the immediate next meeting of the board of directors or three months from the date of such vacancy, whichever is later: Provided that where the listed entity fulfils the requirement of independent directors in its board of directors without filling the vacancy created by such resignation or removal, the requirement of replacement by a new independent director shall not apply. (7) The listed entity shall familiarise the independent directors through various programmes about the listed entity, including the following: (a) nature of the industry in which the listed entity operates; (b) business model of the listed entity; (c) roles, rights, responsibilities of independent directors; and (d) any other relevant information

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Schedule IV

[See section 149(8)]

CODE FOR INDEPENDENT DIRECTORS

The Code is a guide to professional conduct for independent Directors. Adherence to these standards by independent Directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent Directors. I. Guidelines of professional conduct: An independent Director shall:

(1) uphold ethical standards of integrity and probity;

(2) act objectively and constructively while exercising his duties;

(3) exercise his responsibilities in a bona fide manner in the interest of the Company;

(4) devote sufficient time and attention to his professional obligations for informed and balanced decision making;


CIN: L28932PN1990PLC016314




A TATA Enterprise

(5) not allow any extraneous considerations that will vitiate his exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making;

(6) not abuse his position to the detriment of the Company or its shareholders or for the purpose of gaining direct or indirect personal advantage or advantage for any associated person;

(7) refrain from any action that would lead to loss of his independence;

(8) where circumstances arise which make an independent Director lose his independence, the independent Director must immediately inform the Board accordingly;

(9) assist the Company in implementing the best corporate governance practices. II. Role and functions:

The Independent Directors shall:

(1) help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct;

(2) bring an objective view in the evaluation of the performance of board and management;

(3) scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;

(4) satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible;

(5) safeguard the interests of all stakeholders, particularly the minority shareholders;

(6) balance the conflicting interest of the stakeholders;

(7) determine appropriate levels of remuneration of executive Directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive Directors, key managerial personnel and senior management;

(8) moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between management and shareholder’s interest.


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A TATA Enterprise

III. Duties:

The independent Directors shall—

(1) undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;

(2) seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company;

(3) strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;

(4) participate constructively and actively in the committees of the Board in which they are chairpersons or members;

(5) strive to attend the general meetings of the Company;

(6) where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;

(7) keep themselves well informed about the Company and the external environment in which it operates;

(8) not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board;

(9) pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;

(10) ascertain and ensure that the Company has an adequate and functional vigil

mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

(11) report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy;

(12) acting within his authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

(13) not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.


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A TATA Enterprise

IV. Manner of appointment:

(1) Appointment process of independent directors shall be independent of the Company management; while selecting independent Directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

(2) The appointment of independent Director(s) of the Company shall be approved at the meeting of the shareholders.

(3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent Director shall include a statement that in the opinion of the Board, the independent Director proposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed Director is independent of the management.

(4) The appointment of independent Directors shall be formalised through a letter of appointment, which shall set out:

(a) the term of appointment;

(b) the expectation of the Board from the appointed Director; the Board-level committee(s) in which the Director is expected to serve and its tasks;

(c) the fiduciary duties that come with such an appointment along with accompanying liabilities;

(d) provision for Directors and Officers (D and O) insurance, if any;

(e) the Code of Business Ethics that the Company expects its Directors and employees to follow;

(f) the list of actions that a Director should not do while functioning as such in the Company; and

(g) the remuneration, mentioning periodic fees, reimbursement of expenses for participation in the Boards and other meetings and profit related commission, if any.

(5) The terms and conditions of appointment of independent Directors shall be open for inspection at the registered office of the Company by any member during normal business hours.

(6) The terms and conditions of appointment of independent Directors shall also be

posted on the Company’s website.


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A TATA Enterprise

V. Re-appointment: The re-appointment of independent Director shall be on the basis of report of performance evaluation. VI. Resignation or removal: (1) The resignation or removal of an independent Director shall be in the same

manner as is provided in sections 168 and 169 of the Act.

(2) An independent Director who resigns or is removed from the Board of the Company shall be replaced by a new independent Director within a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.

(3) Where the Company fulfils the requirement of independent Directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent Director shall not apply.

VII. Separate meetings:

(1) The independent Directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent Directors and members of management;

(2) All the independent Directors of the Company shall strive to be present at such meeting;

(3) The meeting shall:

(a) review the performance of non-independent Directors and the Board as a whole;

(b) review the performance of the Chairperson of the Company, taking into account the views of executive Directors and non-executive Directors;

(c) assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.


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A TATA Enterprise

VIII. Evaluation mechanism: (1) The performance evaluation of independent Directors shall be done by the entire

Board of Directors, excluding the Director being evaluated.

(2) On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent Director.

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CIN: L28932PN1990PLC016314




A TATA Enterprise

PROFILE OF MR. RAMNATH MUKHIJA

Date of Birth and Age February 5, 1944 – 73 Years

Date of Appointment March 10, 2017

Qualifications

Mr. Mukhija is a graduate in Electrical Engineering from

IIT Kharagpur.

Expertise in specific

functional areas

Mr. Mukhija has continuously served for 49 years at Larsen

& Toubro Limited (L&T). He was elevated to the post of

President Operations & Member of the Board in the year

2001. Post his retirement from Board of L&T in October

2010, he was in the role of Advisor to the Group Executive

Chairman till April 2014. Currently he is Director and holds

Membership/ Chairmanship at various Companies.

Directorships in other

Companies (excluding

foreign and Section 8

Companies) as on

March 31, 2017

1. Tata Autocomp Systems Limited

2. Universal Comfort Products Limited

3. Voltas Limited

Chairmanship /

Membership of

specified Committees*

of the Boards of above

Companies as on March

31, 2017

Audit Committee:

1. Tata Autocomp Systems Limited – Member;

2. Universal Comfort Products Limited – Member; and

3. Voltas Limited- Member

Shareholding in the

Company

Nil

* Membership/Chairmanship of Audit Committee and Shareholders/Investors Grievance Committee


CIN: L28932PN1990PLC016314




A TATA Enterprise

Private & Confidential

Date: July 24, 2014 Mr. Pradeep Mallick A/2, Pallonji Mansion, 43, Cuffe Parade, Mumbai 400 005 Dear Mr. Mallick,


We thank you for your confirmation to Automotive Stampings and Assemblies Limited (the “Company”) that you meet the “independence” criteria as envisaged in Section 149(6) of the Companies Act, 2013 (“2013 Act”) and Clause 49 of the Listing Agreement (as amended vide circular issued by Securities and Exchange Board of India ref no. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014 and effective from October 1, 2014) and also for your consenting to hold office as a Director of the Company.

Pursuant to your confirmation, we are pleased to confirm that upon the recommendation of its Nomination and Remuneration Committee, the Board and the shareholders have approved your appointment as an Independent Director on the Board of the Company.


The terms of your appointment, as set out in this letter, are subject to the extant provisions of the (i) applicable laws, including 2013 Act and Clause 49 of the Listing Agreement (as amended from time to time) and (ii) Articles of Association of the Company (“AOA”).

1. Appointment

Your appointment will be for an initial term up to November 19, 2017 and shall take effect from July 22, 2014, unless terminated earlier or extended, as per the provisions of this letter or applicable laws (“Term”).



CIN: L28932PN1990PLC016314




A TATA Enterprise

Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. Your reappointment would be considered by the Board based on the outcome of the performance evaluation process and you continuing to meet the independence criteria. As per the Board’s current assessment, you will be a Chairman/ member of the following Committees:

• Audit Committee

• ‘Nomination and Remuneration Committee’


A. As member of the Board you along with the other Directors will be collectively


• Requirements under the Companies Act, 2013,

• “Responsibilities of the Board” as outlined in the Corporate Governance

requirements as prescribed by Stock Exchanges under Clause 49 of the

Listing Agreement,

• Accountability under the Director’s Responsibility Statement,

• Overseeing the maintenance of high standards of Tata values and ethical

conduct of business,

• Overseeing the Company’s contribution to enhancing the quality of life of

communities,

• Reviewing the TBEM (Tata Business Excellence Model) findings and

monitoring the action plan,

• Protecting and enhancing the Tata brand.

B. You shall abide by the ‘Code For Independent Directors’ as outlined in


provided in the 2013 Act (including Section 166) and in Clause 49 of the

Listing Agreement . For your ready reference, the relevant provisions have

been extracted and attached to this letter as Annexure B.


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A TATA Enterprise

C. Additionally, as Chairman of the Board, your specific responsibilities would

include the following:

• Setting the strategic agenda of the Board with focus on long term value

creation for all stakeholders.

• Establishing clear expectations in regard to culture, style and tone of Board

discussions and decisions and promoting independent decision making by

other Board members.

• Leading the Board and ensuring that it operates effectively in relation to all

objectives.

• Encouraging active engagement of all Board members in Board meetings.

• Ensuring effective communication with all stakeholders.

• Chairing and conducting general meetings of shareholders.

• Motivating and providing guidance to the Chief Executive Officer (“CEO”).

• Highlighting (in a timely manner) to the holding/ parent Company, any

significant issues which may impact the Group/ Company reputation.

3. Time Commitment


4. Remuneration


except the “Stakeholders Relationship Committee" Meeting where Members are paid

Rs. 10,000/-.



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A TATA Enterprise


5. Insurance

The Company will take an appropriate Directors’ and Officers’ Liability Insurance policy and pay the premiums for the same. It is intended to maintain such insurance cover for the Term of your appointment, subject to the terms of such policy in force from time to time. A copy of the policy document will be supplied on request. 6. Tata Code of Conduct


• Non-Executive Directors of a Company will always act in the interest of the




• Non-Executive Directors will comply with all applicable laws and regulations of



• Non-Executive Directors will safeguard the confidentiality of all information



Your obligation of confidentiality shall survive termination or cessation of your Directorship with the Company.


CIN: L28932PN1990PLC016314




A TATA Enterprise

We would also like to draw your attention to the applicability of both, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the ‘Tata Code of Conduct on Prevention of Insider Trading and Policy prohibiting disclosure or use of unpublished price sensitive information.




The Company shall, if required, conduct formal induction programme for its Independent Directors which may include any or all of the following:

• Board roles and responsibilities, whilst seeking to build working relationship

among the Board members,

• Company’s vision, strategic direction, core values, ethics and corporate

governance practices,

• Familiarization with financial matters, management team and business

operations,

• Meetings with stakeholders, visits to business locations and meetings with



As a member of the Board, your performance as well as the performance of the entire Board and its Committees shall be evaluated annually. Evaluation of each Director shall be done by all the other Directors. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee and disclosed in the Company’s Annual Report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee.


CIN: L28932PN1990PLC016314




A TATA Enterprise

An indicative list of factors that may be evaluated as part of this exercise is:

• Participation and contribution by a Director,

• Commitment (including guidance provided to senior management outside of

Board / Committee meetings),

• Effective deployment of knowledge and expertise,

• Effective management of relationship with stakeholders,

• Integrity and maintenance of confidentiality,

• Independence of behaviour and judgment, and

• Impact and influence.


During the Term, you agree to promptly notify the Company of any change in your Directorships, and provide such other disclosures and information as may be required under the applicable laws. You also agree that upon becoming aware of any potential conflict of interest with your position as Independent Director of the Company, you shall promptly disclose the same to the Company Secretary. Please confirm that as on date of this letter, you have no such conflict of interest issues with your existing Directorships.

During your Term, you agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect your status as an Independent Director.


During the Term, you 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. 11. Termination

Your 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, your Directorship may be terminated for violation of any provision of the Tata Code of Conduct as applicable to Non-Executive Directors.


CIN: L28932PN1990PLC016314




A TATA Enterprise

You 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 you in the notice, whichever is later. If at any stage during the Term, there is a change that may affect your status as an Independent Director as envisaged in Section 149(6) of the 2013 Act or, if applicable, you fail to meet the criteria for “independence” under the provisions of Clause 49 of the Listing Agreement, you agree to promptly submit your resignation to the Company with effect from the date of such change. 12. Co-operation

In the event of any claim or litigation against the Company, based upon any alleged conduct, act or omission on your part during your Term, you agree to render all reasonable assistance and co-operation to the Company and provide such information and documents as are necessary and reasonably requested by the Company or its counsel.

13. Miscellaneous

• This letter represents the entire understanding, and constitutes the whole

agreement, in relation to your appointment and supersedes any previous

agreement between yourself and the Company with respect thereto and, without

prejudice to the generality of the foregoing, excludes any warranty, condition or


• No waiver or modification of this letter shall be valid unless made in writing and


• As per Clause 49 of the Listing Agreement, if applicable, this letter along with your

detailed profile shall be disclosed on the website of the Company and the relevant

stock exchange.




CIN: L28932PN1990PLC016314




A TATA Enterprise

We thank you for your continued support and commitment to the Company. Yours Sincerely, For Automotive Stampings and Assemblies Limited Ajay Tandon Director

AGREE AND ACCEPT I have read and understood the terms of my appointment as an Independent Director of the Company and I hereby affirm my acceptance to the same. Pradeep Mallick Place: Pune Date: July 24, 2014


CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE A

I. ‘Nomination and Remuneration Committee’ The role of the Committee includes the following:

• Determination of compensation payable to the Managerial Person including revision thereof

• Appraisal of his / her performance and the determination of his / her incentive remuneration;

• To identify persons who are qualified to become Directors and who are to be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every Director’s performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for Directors, key managerial personnel and other employees.

II. ‘Audit Committee’ Responsibilities


� Overseeing the Company’s financial reporting process and the disclosure


� Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a. Matters required to be included in the Director’s Responsibility


b. Changes in accounting policies and practices and reasons for the same.


CIN: L28932PN1990PLC016314




A TATA Enterprise

c. Major accounting entries involving estimates based on the exercise of judgment by management.

d. Significant adjustments made in the financial statements arising out of audit findings.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of any related party transactions. g. Qualifications in the draft audit report. h. Compliance with accounting standards. i. Disclosure of contingent liabilities.


� Review / examination, with the Management, of (a) the financial statements including quarterly / half yearly financial information before submission to the board for approval; and (b) draft audit report thereon,

� Management discussion and analysis of financial condition and results of operations.

� Reports relating to compliance with laws and to risk management. � Management letters / letters of internal control weaknesses issued by

statutory auditors. � Internal audit reports relating to internal control weaknesses. � Reviewing, with the management, the statement of uses / application of



� Reviewing with the management, performance of statutory / external and internal auditors, and the adequacy of internal control systems.

� Evaluation of internal financial controls and risk management systems.


CIN: L28932PN1990PLC016314




A TATA Enterprise

1.4 Internal Audit

� Reviewing the adequacy of internal audit function, including the audit charter, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

� The appointment, removal and terms of remuneration of the Chief Internal Auditor or the internal audit firm, as the case may be, shall be subject to review by the Audit Committee.

� Discussion with internal auditors of any significant findings and follow-up thereon.

� Review and monitor the auditor’s independence & performance and effectiveness of audit process.

� Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

1.5 External Audits

� Recommending the appointment, remuneration and terms of appointment of statutory / external auditors of the Company.

� Approval of payment to statutory auditors for any other services rendered by them.

� Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.


1.6 Cost Audit

� Recommend to the Board, the appointment, re-appointment, removal of the cost auditors, fixation of audit fee, nature and scope of cost audit and also approve rendering of any other services by the cost auditors and fees pertaining thereto.

� Review and monitor the auditor’s independence. � Review and recommend Cost Audit Report to the Board.


CIN: L28932PN1990PLC016314




A TATA Enterprise


� Review the statement of significant related party transactions submitted by management, including the ‘significant’ criteria / thresholds decided by the Management.

� The following details shall be placed periodically before the Audit Committee to oversee the potential conflict of interest situation: � A statement in summary form of transactions with related parties in the

ordinary course of business. � Details of material individual transactions (‘materiality’ threshold to be


� Details of material individual transactions (‘materiality’ threshold to be defined by the Audit Committee) with related parties, which are not on arm’s length basis, together with Management’s justification for the same.

� Approval or any subsequent modification of transactions of the Company with related parties.

1.8 Defaults

� Looking into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

1.9 Vigil Mechanism

� Reviewing the functioning of the Whistle Blower mechanism and compliances as regards the Company’s whistle blower policy.

1.10 Others

� Scrutiny of inter-corporate loans and investments. � Valuation of undertakings or assets of the Company, wherever it is

necessary. � Monitoring end use of funds raised through public offers and related

matters. � Approval of appointment of CFO (i.e. the whole-time Finance Director or


� The Audit Committee shall also review the financial statements, in particular the investments, of the subsidiary companies.


CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE B













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A TATA Enterprise













CIN: L28932PN1990PLC016314




A TATA Enterprise









(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit

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




CIN: L28932PN1990PLC016314




A TATA Enterprise













================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise




than twenty-five thousand rupees but which may extend to five lakh rupees. ================================================================ 197 (13) – overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits Where any insurance is taken by a Company on behalf of its managing Director, whole-time Director, manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel: Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.


CIN: L28932PN1990PLC016314




A TATA Enterprise

Relevant extracts of the provisions under Clause 49 of the Listing Agreement effective October 1, 2014:

I. The Company agrees to comply with the provisions of Clause 49 which shall be

implemented in a manner so as to achieve the objectives of the principles as mentioned below. In case of any ambiguity, the said provisions shall be interpreted and applied in alignment with the principles.

D. Responsibilities of the Board 1. Disclosure of Information

a. Members of the Board and key executives should be required to disclose to the board whether they, directly, indirectly or on behalf of third parties, have a material interest in any transaction or matter directly affecting the Company.

b. The Board and top management should conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture for good decision-making.

2. Key functions of the Board

The board should fulfill certain key functions, including:

a. Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans; setting performance objectives; monitoring implementation and corporate performance; and overseeing major capital expenditures, acquisitions and divestments.

b. Monitoring the effectiveness of the Company’s governance practices and making changes as needed.

c. Selecting, compensating, monitoring and, when necessary, replacing key executives and overseeing succession planning.

d. Aligning key executive and board remuneration with the longer term interests of the Company and its shareholders.

e. Ensuring a transparent board nomination process with the diversity of thought, experience, knowledge, perspective and gender in the Board.

f. Monitoring and managing potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.

g. Ensuring the integrity of the Company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.


CIN: L28932PN1990PLC016314




A TATA Enterprise

h. Overseeing the process of disclosure and communications.

i. Monitoring and reviewing Board Evaluation framework.

3. Other responsibilities

a. The Board should provide the strategic guidance to the Company, ensure effective monitoring of the management and should be accountable to the Company and the shareholders.

b. The Board should set a corporate culture and the values by which executives throughout a group will behave.

c. Board members should act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of the Company and the shareholders.

d. The Board should encourage continuing Directors training to ensure that the Board members are kept up to date.

e. Where Board decisions may affect different shareholder groups differently, the Board

should treat all shareholders fairly.

f. The Board should apply high ethical standards. It should take into account the interests of stakeholders.

g. The Board should be able to exercise objective independent judgement on corporate affairs.

h. Boards should consider assigning a sufficient number of non-executive Board members capable of exercising independent judgement to tasks where there is a potential for conflict of interest.

i. The Board should ensure that, while rightly encouraging positive thinking, these do not result in over-optimism that either leads to significant risks not being recognised or exposes the Company to excessive risk.

j. The Board should have ability to ‘step back’ to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the Company's focus.

k. When committees of the board are established, their mandate, composition and working procedures should be well defined and disclosed by the board.

l. Board members should be able to commit themselves effectively to their responsibilities.

m. In order to fulfil their responsibilities, board members should have access to accurate, relevant and timely information.

n. The Board and senior management should facilitate the Independent Directors to perform their role effectively as a Board member and also a member of a committee.

================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise

Schedule IV



The Code is a guide to professional conduct for independent Directors. Adherence to these standards by independent Directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent Directors. I. Guidelines of professional conduct: An independent Director shall:









(9) assist the Company in implementing the best corporate governance practices.


CIN: L28932PN1990PLC016314




A TATA Enterprise

II. Role and functions:

The independent Directors shall:









III. Duties :








CIN: L28932PN1990PLC016314




A TATA Enterprise





(10) ascertain and ensure that the Company has an adequate and functional vigil

mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;





(1) Appointment process of independent directors shall be independent of the Company management; while selecting independent Directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.




CIN: L28932PN1990PLC016314




A TATA Enterprise




(c) the fiduciary duties that come with such an appointment along with accompanying liabilities;






(6) The terms and conditions of appointment of independent Directors shall also be

posted on the Company’s website. V. Re-appointment: The re-appointment of independent Director shall be on the basis of report of performance evaluation. VI. Resignation or removal: (1) The resignation or removal of an independent Director shall be in the same

manner as is provided in sections 168 and 169 of the Act.



CIN: L28932PN1990PLC016314




A TATA Enterprise









VIII. Evaluation mechanism: (1) The performance evaluation of independent Directors shall be done by the entire

Board of Directors, excluding the Director being evaluated.


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CIN: L28932PN1990PLC016314




A TATA Enterprise

PROFILE OF MR. PRADEEP MALLICK

Date of Birth and Age November 20, 1942 - 71 Years

Date of Appointment December 28, 2007

Qualifications

Mr. Mallick holds a degree in Electrical Engineering from IIT, Madras and a Diploma in Business Management from UK. He is also a ‘Chartered Engineer’, Fellow of the Institution of Engineering & Technology (FIET), London.

Expertise in specific functional areas

From 1967 to 1988, Mr. Mallick worked with Companies in the field of Power Distribution & Power Transmission, primarily in managing large turnkey projects in India, Gulf, West Asia and North Africa. In 1988, he helped to establish the Finnish Company Wartsila in India as a Greenfield project and led the Company as its Managing Director for 15 years till 2003. He has over 48 years of rich industrial experience.

Directorships in other Companies (excluding foreign and section 25 Companies) as on March 31, 2014

1. Blue Star Limited 2. ESAB India Limited 3. FOSECO India Limited 4. Gravitational Network Advisors Private Limited 5. Gujarat Pipavav Port Limited 6. Pragati Leadership Institute Private Limited

Chairmanship / Membership of Committees* of the Boards of Indian companies of which he is a Director as on March 31, 2014

Audit Committee

1. Blue Star Limited - Member 2. ESAB India Limited - Member 3. FOSECO India Limited - Member 4. Gujarat Pipavav Port Limited - Member

Shareholders / Investors Grievance Committee

FOSECO India Limited - Chairman

Shareholding in the Company Nil

* Membership/Chairmanship of Audit Committee and Shareholders/Investors Grievance Committee.


CIN: L28932PN1990PLC016314




A TATA Enterprise

Date: July 24, 2014 Private & Confidential Ms. Rati Forbes 30, Koregaon Park, Pune 411 001 Dear Ms. Forbes,






15. Appointment




CIN: L28932PN1990PLC016314




A TATA Enterprise

Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board and the shareholders. Your reappointment would be considered by the Board based on the outcome of the performance evaluation process and you continuing to meet the independence criteria.

As per the Board’s current assessment, you will be a Chairman/ member of the following Committees:

• Audit Committee


• ‘Stakeholders Relationship Committee’

• Corporate Social Responsibility Committee


D. As member of the Board you along with the other Directors will be collectively





Listing Agreement,





communities,





CIN: L28932PN1990PLC016314




A TATA Enterprise

E. You shall abide by the ‘Code For Independent Directors’ as outlined in





17. Time Commitment


18. Remuneration

As an Independent Director you shall be paid sitting fees for attending the meetings of the Board and the Committees of which you are a member.

The sitting fees payable to you are as follows:

Rs. 20,000/- as sitting fees for every Board Meeting and all Committee Meetings


Rs. 10,000/-.



19. Insurance

The Company will take an appropriate Directors’ and Officers’ Liability Insurance policy and pay the premiums for the same. It is intended to maintain such insurance cover for the Term of your appointment, subject to the terms of such policy in force from time to time. A copy of the policy document will be supplied on request.


CIN: L28932PN1990PLC016314




A TATA Enterprise

20. Tata Code of Conduct












Your obligation of confidentiality shall survive termination or cessation of your Directorship with the Company.

We would also like to draw your attention to the applicability of both, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the ‘Tata Code of Conduct on Prevention of Insider Trading and Policy prohibiting disclosure or use of unpublished price sensitive information.








CIN: L28932PN1990PLC016314




A TATA Enterprise




operations,



The Company shall, as may be required, support Directors to continually update their skills and knowledge and improve their familiarity with the Company and its business.

The Company will fund/arrange for training on all matters which are common to the whole Board. 22. Performance Appraisal / Evaluation Process

As a member of the Board, your performance as well as the performance of the entire Board and its Committees shall be evaluated annually. Evaluation of each Director shall be done by all the other Directors. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee and disclosed in the Company’s Annual Report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee. An indicative list of factors that may be evaluated as part of this exercise is:

• Participation and contribution by a Director,









CIN: L28932PN1990PLC016314




A TATA Enterprise


During the Term, you agree to promptly notify the Company of any change in your Directorships, and provide such other disclosures and information as may be required under the applicable laws. You also agree that upon becoming aware of any potential conflict of interest with your position as Independent Director of the Company, you shall promptly disclose the same to the Company Secretary. Please confirm that as on date of this letter, you have no such conflict of interest issues with your existing Directorships.




Your 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, your Directorship may be terminated for violation of any provision of the Tata Code of Conduct as applicable to Non-Executive Directors. You 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 you in the notice, whichever is later.


CIN: L28932PN1990PLC016314




A TATA Enterprise

If at any stage during the Term, there is a change that may affect your status as an Independent Director as envisaged in Section 149(6) of the 2013 Act or, if applicable, you fail to meet the criteria for “independence” under the provisions of Clause 49 of the Listing Agreement, you agree to promptly submit your resignation to the Company with effect from the date of such change. 26. Co-operation


27. Miscellaneous










stock exchange.




CIN: L28932PN1990PLC016314




A TATA Enterprise


AGREE AND ACCEPT I have read and understood the terms of my appointment as an Independent Director of the Company and I hereby affirm my acceptance to the same. Rati Forbes Place: Pune Date: July 24, 2014


CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE A

III. ‘Nomination and Remuneration Committee’ The role of the Committee includes the following:



• To identify persons who are qualified to become Directors and who are to be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every Director’s performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for Directors, key managerial personnel and other employees.

IV. ‘Corporate Social Responsibility Committee’

The role of the Committee includes the following:

• to formulate and recommend to the Board, the CSR Policy to be undertaken by the Company.

• to monitor implementation of CSR activities in terms of CSR Policy. • to monitor compliance requirements of the Companies Act, 2013 and Rules

made thereunder.

V. ‘Stakeholders Relationship Committee’

The role of the Committee includes the following:

• To look into the redressal of grievances of shareholders, debenture holders and other security holders.

• To consider and resolve the grievances of the security holders of the Company including complaints related to delay in transfer of shares, non-receipt of Balance Sheet, non-receipt of dividend declared, etc.

• To review the existing “Investor Redressal System” and suggest measures for improvement.

• To suggest improvements in investor relations.


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A TATA Enterprise

• To set forth policies relating to and overseeing the implementation of the “Tata Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices”.

VI. ‘Audit Committee’ Responsibilities


� Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

� Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: j. Matters required to be included in the Director’s Responsibility


k. Changes in accounting policies and practices and reasons for the same.

l. Major accounting entries involving estimates based on the exercise of judgment by management.

m. Significant adjustments made in the financial statements arising out of audit findings.

n. Compliance with listing and other legal requirements relating to financial statements.

o. Disclosure of any related party transactions. p. Qualifications in the draft audit report. q. Compliance with accounting standards. r. Disclosure of contingent liabilities.


CIN: L28932PN1990PLC016314




A TATA Enterprise










1.14 Internal Audit







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A TATA Enterprise

1.15 External Audits





1.16 Cost Audit











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A TATA Enterprise

1.18 Defaults


1.19 Vigil Mechanism


1.20 Others



matters. � Approval of appointment of CFO (i.e. the whole-time Finance Director or




CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE B













CIN: L28932PN1990PLC016314




A TATA Enterprise













CIN: L28932PN1990PLC016314




A TATA Enterprise





(A) a firm of auditors or Company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or



(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit 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




CIN: L28932PN1990PLC016314




A TATA Enterprise











(7) If a Director of the Company contravenes the provisions of this section such Director shall be punishable with fine which shall not be less than one lakh rupees but which may extend to five lakh rupees

================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise




than twenty-five thousand rupees but which may extend to five lakh rupees. ================================================================ 197 (13) – overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits Where any insurance is taken by a Company on behalf of its managing Director, whole-time Director, manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel: Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.


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A TATA Enterprise




D. Responsibilities of the Board

1. Disclosure of Information














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A TATA Enterprise






d. The Board should encourage continuing Directors training to ensure that the Board members are kept up to date.

e. Where Board decisions may affect different shareholder groups differently, the Board should treat all shareholders fairly.










================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise

Schedule IV



The Code is a guide to professional conduct for independent Directors. Adherence to these standards by independent Directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent Directors.

I. Guidelines of professional conduct:

An independent Director shall:










The independent Directors shall:




CIN: L28932PN1990PLC016314




A TATA Enterprise







III. Duties :











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A TATA Enterprise


(10) ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;





(1) Appointment process of independent dir ectors shall be independent of the Company management; while selecting independent Directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.






(c) the fiduciary duties that come with such an appointment along with acCompanying liabilities;



CIN: L28932PN1990PLC016314




A TATA Enterprise





(6) The terms and conditions of appointment of independent Directors shall also be posted on the Company’s website.

V. Re-appointment:

The re-appointment of independent Director shall be on the basis of report of performance evaluation. VI. Resignation or removal:

(1) The resignation or removal of an independent Director shall be in the same manner as is provided in sections 168 and 169 of the Act.







CIN: L28932PN1990PLC016314




A TATA Enterprise





VIII. Evaluation mechanism:

(1) The performance evaluation of independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.


================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise

PROFILE OF MS. RATI FORBSES

Date of Birth and Age March 23, 1957 – 57 Years

Date of Appointment October 18, 2013

Qualifications

Ms. Forbes graduated with Psychology and Sociology from Bombay University and has further done special courses on Women in Leadership, Human Resources and Organisational Behaviour and Social Entrepreneurship and Philanthropy from Indian Institute of Management, Ahmedabad and Stanford University. She has also completed a Masters from Cambridge, UK in Sustainability Management and Leadership.


Ms. Forbes has been a Director at Forbes Marshall since 1999 and was involved in overseeing the Human Resources function till 2012. She heads the Foundation arm of Forbes Marshall. She also continues to focus much of her time on the social initiatives the company has developed and supported over the last three decades.

She has over 30 years of experience in the industry.


1. Forbes Marshall Private Limited 2. Sudarshan Chemical Industries Limited

Chairmanship / Membership of specified Committees* of the Boards of above Companies as on March 31, 2014

Nil

Shareholding in the Company

Nil



CIN: L28932PN1990PLC016314




A TATA Enterprise

Date: July 24, 2014 Private & Confidential Mr. Pradeep Bhargava 19, Cozy Retreat, Road no. 3, Sindh Society, Aundh, Pune 411 007 Dear Mr. Bhargava,






29. Appointment



Reappointment at the end of the Term shall be based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Board


CIN: L28932PN1990PLC016314




A TATA Enterprise

and the shareholders. Your reappointment would be considered by the Board based on the outcome of the performance evaluation process and you continuing to meet the independence criteria. As per the Board’s current assessment, you will be a Chairman/ member of the following Committees:

• Audit Committee



F. As member of the Board you along with the other Directors will be collectively





Listing Agreement,





communities,




G. You 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





CIN: L28932PN1990PLC016314




A TATA Enterprise

31. Time Commitment

Considering the nature of the role of a director, it is difficult for a Company to lay down specific parameters on time commitment. You agree to devote such time as is prudent and necessary for the proper performance of your role, duties and responsibilities as an Independent Director.

32. Remuneration



Rs. 10,000/-.


Further, the Company may pay or reimburse to you such fair and reasonable expenditure, as may have been incurred by you while performing your role as an Independent Directorof the Company. This could include reimbursement of expenditure incurred by you for attending Board/ Committee meetings, Annual General Meetings, Extraordinary General Meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organized by the Company for Directors) and in obtaining, subject to prior consultation with the Board, professional advice from independent advisors in the furtherance of your duties as an Independent Director.

33. Insurance

The Company will take an appropriate Directors’ and Officers’ Liability Insurance policy and pay the premiums for the same. It is intended to maintain such insurance cover for the Term of your appointment, subject to the terms of such policy in force from time to time. A copy of the policy document will be supplied on request.


CIN: L28932PN1990PLC016314




A TATA Enterprise

34. Tata Code of Conduct












Your obligation of confidentiality shall survive termination or cessation of your Directorship with the Company. We would also like to draw your attention to the applicability of both, Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and the ‘Tata Code of Conduct on Prevention of Insider Trading and Policy prohibiting disclosure or use of unpublished price sensitive information.






CIN: L28932PN1990PLC016314




A TATA Enterprise






operations,




As a member of the Board, your performance as well as the performance of the entire Board and its Committees shall be evaluated annually. Evaluation of each Director shall be done by all the other directors. The criteria for evaluation shall be determined by the Nomination and Remuneration Committee and disclosed in the Company’s Annual Report. However, the actual evaluation process shall remain confidential and shall be a constructive mechanism to improve the effectiveness of the Board / Committee. An indicative list of factors that may be evaluated as part of this exercise is:

• Participation and contribution by a director,









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A TATA Enterprise

37. Disclosures, other directorships and business interests

During the Term, you agree to promptly notify the Company of any change in your directorships, and provide such other disclosures and information as may be required under the applicable laws. You also agree that upon becoming aware of any potential conflict of interest with your position as Independent Director of the Company, you shall promptly disclose the same to the Company Secretary. Please confirm that as on date of this letter, you have no such conflict of interest issues with your existing directorships.




Your 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, your Directorship may be terminated for violation of any provision of the Tata Code of Conduct as applicable to Non-Executive Directors. You 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 you in the notice, whichever is later.


CIN: L28932PN1990PLC016314




A TATA Enterprise

If at any stage during the Term, there is a change that may affect your status as an Independent Director as envisaged in Section 149(6) of the 2013 Act or, if applicable, you fail to meet the criteria for “independence” under the provisions of Clause 49 of the Listing Agreement, you agree to promptly submit your resignation to the Company with effect from the date of such change. 40. Co-operation


41. Miscellaneous










stock exchange.




CIN: L28932PN1990PLC016314




A TATA Enterprise


AGREE AND ACCEPT I have read and understood the terms of my appointment as an Independent Director of the Company and I hereby affirm my acceptance to the same. Pradeep Bhargava Place: Pune Date: July 24, 2014


CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE A

VII. ‘Nomination and Remuneration Committee’ The role of the Committee includes the following:



• To identify persons who are qualified to become directors and who are to be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every director’s performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for directors, key managerial personnel and other employees.

VIII. ‘Audit Committee’ Responsibilities


� Overseeing the Company’s financial reporting process and the disclosure


� Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: s. Matters required to be included in the Director’s Responsibility



CIN: L28932PN1990PLC016314




A TATA Enterprise

t. Changes in accounting policies and practices and reasons for the same.

u. Major accounting entries involving estimates based on the exercise of judgment by management.

v. Significant adjustments made in the financial statements arising out of audit findings.

w. Compliance with listing and other legal requirements relating to financial statements.

x. Disclosure of any related party transactions. y. Qualifications in the draft audit report. z. Compliance with accounting standards. aa. Disclosure of contingent liabilities.











CIN: L28932PN1990PLC016314




A TATA Enterprise

1.24 Internal Audit






1.25 External Audits





1.26 Cost Audit




CIN: L28932PN1990PLC016314




A TATA Enterprise








1.28 Defaults


1.29 Vigil Mechanism


1.30 Others



matters. � Approval of appointment of CFO (i.e. the whole-time Finance Directoror




CIN: L28932PN1990PLC016314




A TATA Enterprise

ANNEXURE B



(i) whole-time director;


(iii) where there is no key managerial personnel, such Director or directors as specified by the Board in this behalf and who has or have given his or their consent in writing to the Board to such specification, or all the directors, if no Director is so specified;



(vi) every director, in respect of a contravention of any of the provisions of this Act, who is aware of such contravention by virtue of the receipt by him of any proceedings of the Board or participation in such proceedings without objecting to the same, or where such contravention had taken place with his consent or connivance;





CIN: L28932PN1990PLC016314




A TATA Enterprise

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.


(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

================================================================ 149 (6) – Company to have Board of Directors 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,— (a) who, in the opinion of the Board, is a person of integrity and possesses relevant



(ii) who is not related to promoters or directors in the Company, its holding, subsidiary or associate Company;

(c) 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;


CIN: L28932PN1990PLC016314




A TATA Enterprise

(d) 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;








(iv) is a Chief Executive or director, by whatever name called, of any nonprofit

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


149 (8) – Company to have Board of Directors The Company and independent directors shall abide by the provisions specified in Schedule IV.


CIN: L28932PN1990PLC016314




A TATA Enterprise


(i) an independent director;


================================================================ 166. Duties of directors









================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise

188 (5) – Related party transactions Any Directoror any other employee of a Company, who had entered into or authorised the contract or arrangement in violation of the provisions of this section shall,— (i) in case of listed Company, be punishable with imprisonment for a term which may



than twenty-five thousand rupees but which may extend to five lakh rupees. ================================================================ 197 (13) – overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits Where any insurance is taken by a Company on behalf of its managing director, whole-time director, manager, Chief Executive Officer, Chief Financial Officer or Company Secretary for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty in relation to the Company, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel: Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.


CIN: L28932PN1990PLC016314




A TATA Enterprise




D. Responsibilities of the Board

1. Disclosure of Information














CIN: L28932PN1990PLC016314




A TATA Enterprise






d. The Board should encourage continuing directors training to ensure that the Board members are kept up to date.

e. Where Board decisions may affect different shareholder groups differently, the Board should treat all shareholders fairly.










================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise

Schedule IV



The Code is a guide to professional conduct for independent directors. Adherence to these standards by independent directors and fulfilment of their responsibilities in a professional and faithful manner will promote confidence of the investment community, particularly minority shareholders, regulators and companies in the institution of independent directors.

I. Guidelines of professional conduct:

An independent Director shall:








(8) where circumstances arise which make an independent Directorlose his independence, the independent Directormust immediately inform the Board accordingly;


The independent directors shall:




CIN: L28932PN1990PLC016314




A TATA Enterprise





(7) determine appropriate levels of remuneration of executive directors, key managerial personnel and senior management and have a prime role in appointing and where necessary recommend removal of executive directors, key managerial personnel and senior management;


III. Duties :

The independent directors shall—










CIN: L28932PN1990PLC016314




A TATA Enterprise


(10) ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;





(1) Appointment process of independent dir ectors shall be independent of the Company management; while selecting independent directors the Board shall ensure that there is appropriate balance of skills, experience and knowledge in the Board so as to enable the Board to discharge its functions and duties effectively.

(2) The appointment of independent director(s) of the Company shall be approved at the meeting of the shareholders.

(3) The explanatory statement attached to the notice of the meeting for approving the appointment of independent Directorshall include a statement that in the opinion of the Board, the independent Directorproposed to be appointed fulfils the conditions specified in the Act and the rules made thereunder and that the proposed Directoris independent of the management.

(4) The appointment of independent directors shall be formalised through a letter of appointment, which shall set out:


(b) the expectation of the Board from the appointed director; the Board-level committee(s) in which the Directoris expected to serve and its tasks;

(c) the fiduciary duties that come with such an appointment along with acCompanying liabilities;



CIN: L28932PN1990PLC016314




A TATA Enterprise

(e) the Code of Business Ethics that the Company expects its directors and employees to follow;

(f) the list of actions that a Directorshould not do while functioning as such in the Company; and


(5) The terms and conditions of appointment of independent directors shall be open for inspection at the registered office of the Company by any member during normal business hours.

(6) The terms and conditions of appointment of independent directors shall also be posted on the Company’s website.

V. Re-appointment:

The re-appointment of independent Directorshall be on the basis of report of performance evaluation. VI. Resignation or removal:

(1) The resignation or removal of an independent Directorshall be in the same manner as is provided in sections 168 and 169 of the Act.

(2) An independent Directorwho resigns or is removed from the Board of the Company shall be replaced by a new independent Directorwithin a period of not more than one hundred and eighty days from the date of such resignation or removal, as the case may be.

(3) Where the Company fulfils the requirement of independent directors in its Board even without filling the vacancy created by such resignation or removal, as the case may be, the requirement of replacement by a new independent Directorshall not apply.


(1) The independent directors of the Company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management;

(2) All the independent directors of the Company shall strive to be present at such meeting;


CIN: L28932PN1990PLC016314




A TATA Enterprise


(a) review the performance of non-independent directors and the Board as a whole;

(b) review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;


VIII. Evaluation mechanism:

(1) The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the Directorbeing evaluated.

(2) On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director.

================================================================


CIN: L28932PN1990PLC016314




A TATA Enterprise

PROFILE OF MR. PRADEEP BHARGAVA

Date of Birth and Age June 25, 1949 – 65 Years

Date of Appointment October 18, 2013

Qualifications

Mr. Bhargava holds a Bachelor of Science degree from Rajasthan University and a Bachelor of Engineering (Electronics) and Communication degree from Indian Institute of Science, Bangalore. He also holds a Post Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad.


Mr. Bhargava was working as a Managing Director of Cummins Generator Technologies India Limited from 2003 to 2012. His association with Cummins started way back in 2000, where he was first responsible for steering growth and transforming a leading Engine business into a wholesome Energy Solutions Enterprise. He held responsible positions in both Private and Public sector organizations. His tenure with the State Sector spanned a decade, during which he worked with Indian Space Research Organization, Atomic Energy Commission, Electronics Commission and Bharat Heavy Electrical India (BHEL). He also had a tenure of 1 year and 6 months with UNDP and World Bank respectively during his working with the Government. In the Private Sector, he has held various positions at the Kalyani Group. He was the CEO of the Lighting Business of General Electric, Bangalore prior to joining Cummins.

He has over 43 years of experience in the industry.


1. Cummins India Limited (Alternate Director) 2. Cummins Technologies India Limited 3. Cummins Generator Technologies India Limited 4. Rajkumar Forge Limited 5. Jost’s Engineering Company Limited 6. Persistent Systems Limited 7. Pragati Leadership Institute Private Limited 8. Torrent Pharmaceuticals Limited

Chairmanship / Membership of specified Committees* of the Boards of above Companies as on March 31, 2014

Audit Committee 1. Persistent Systems Limited - Member 2. Rajkumar Forge Limited - Chairman 3. Torrent Pharmaceuticals Limited – Member

Shareholding in the Company

Nil


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