Terms & Conditions for Appnt. of ID

Terms and Conditions of Appointment as an Independent Director (“ID”) of Chadha Papers Limited (“Company”)

The appointment as an Independent Director is subject to the Articles of Association of the Company and the terms and conditions set out below:

1. TERM OF APPOINTMENT

1.1 The appointment of Independent Director is for a period of 5 (five) consecutive years w.e.f. 1st April, 2014, unless terminated earlier in accordance with the provisions of the terms of letter of appointment and the applicable laws.

1.2 The ID will not be liable to retire by rotation.

1.3 The ID may be required to serve on various committees of the Board. The ID shall be provided with the relevant terms of reference on his appointment to such a committee and will be required to act in accordance with such terms of reference.

1.4 4 The ID may resign from his office in compliance with the requirements and the procedure prescribed under the Act and the Listing Agreement. The Company may remove him from the office in compliance with the requirements and the procedure prescribed under the Act, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other applicable laws. The office will stand vacated on occurrence of any of the events set out in Section 167 of the Companies Act, 2013 (“the Act”).

2. ROLE, DUTIES & RESPONSIBILITIES

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 in Regulation 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

3. TIME COMMITMENT

3.1 The ID will be expected to devote such time as will be necessary for the proper performance of the duties as an ID of the Board. He shall also be expected to make himself available for all emergency and regular Board Meetings and of the committees thereof and general meetings of the Company.

3.2 By accepting this appointment, he undertakes that, taking into account all other commitments that he may have, he is in a position to allocate sufficient time to meet the expectations of his role.

4. REMUNERATION

The Company may pay sitting fees for attending the meetings of the Board and the Committees thereof of which you are a member as may be fixed by the Board of Directors from time to time.

5. INSURANCE

The Company may take an appropriate Directors’ and Officers’ Liability Insurance policy and pay the premiums for the same.

6. PERFORMANCE EVALUATION AND TRAINING

6.1 His performance evaluation will be conducted by the entire Board, excluding him, on an annual basis and based on the parameters and guidelines prescribed by the Nomination and Remuneration Committee of the Company.

7. CRITERIA OF INDEPENDENCE

7.1 He shall at the first meeting of the Board in which he participates as an ID and thereafter at the first meeting of the Board in every financial year or as and when there is a change in circumstances, which may affect his status as an ID, submit a declaration to the Board that he meets the criteria of independence specified under Section 149(6) of the Act.
7.2 He shall disclose any direct or indirect interest, which he may have in any matter being considered at a board meeting or committee meeting and, save as permitted under the Articles of Association of the Company, he shall not vote on any resolution of the Board, or of any of its committees, on any matter where he has any direct or indirect interest.
7.3 Unless specifically authorized to do so by the Board, he shall not enter into any legal or other commitment or contract on behalf of the Company.
7.4 He shall not hold office:

(1) as a director (including as an alternate director) in more than twenty Companies at the same time;
(2) as a director in more than ten public Companies at the same time; and
(3) as an ID in more than seven listed companies at the same time (provided however, that in case he holds office as a whole time director in a listed company then he shall not hold office as an ID in more than three listed Companies).

8. DIRECTORS AND OFFICERS (D & O) INSURANCE

He, as a director of the Company, is covered by an appropriate Directors and Officers (D & O) Insurance Policy.

9. COMPANY RECORDS AND OTHER PROPERTY

9.1 He shall, on request at any time and from time to time (and in any event, on termination/expiry of his appointment with the Company), immediately deliver to the Company or its authorized representatives, all keys, passes, credit or charge cards, Confidential Information and all documents, which may be in his possession or control and which relate in any way to the business and affairs of the Company.

10. FAMILIARIZATION PROGRAMME

You will be entitled to the benefit of a training program to familiarize yourself with the business and affairs of the Company, growth plans, the peculiarities of the industry in which the Company operates, its goals and expectations and long term plans and objectives.

11. CODES

You will be required to abide by Code of Business Conduct and Ethics & Code of Conduct for prevention of Insider Trading for senior management personnel, including directors, besides Code for independent directors, as issued by the Company

11. TERMINATION

12.1 The appointment as an ID of the Company shall be terminated with immediate effect in the event he:

(1) Commits a breach of any of his duties, functions and responsibilities or obligations towards the Company under the letter of appointment or for reasons prescribed under the Act; or
(2) Compromise his independence vis-à-vis the Company in any manner whatsoever which will have an impact on the criteria of independence specified in Section 149(6) of the Act.

12.2 He may resign from his office by giving one month prior written notice to the Company. Upon resignation, he shall in compliance with the provisions of Section 168 of the Act, 6 forward a copy of the resignation along with detailed reasons for resignation to the Registrar of Companies, National Capital Territory of Delhi and Haryana within 30 (thirty) days of the resignation in the prescribed manner.
12.3 In case he becomes prohibited by law or under the Articles of Association from being an ID of the Company, then the Company may terminate his appointment immediately.