TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS


The terms and conditions of appointment of the Independent Directors of the Company in accordance with the requirements of the provisions of the Companies Act, 2013 and Listing Agreement:

Appointment:
You have been appointed by the Board of the Company, as an Additional (Non-Executive Independent) Director with effect from July 30, 2020. Your appointment is approved by the Board at its meeting held on July 30, 2020 on the recommendation of Nomination and Remuneration Committee to appoint you as an Independent Director. Your appointment is subject to the approval of the shareholders of the Company, in the ensuing Annual General Meeting of the Company and on the said approval of the members of the Company, you will hold the office as an Independent Director.

Term:
Your appointment is for a consecutive period of 5 years with effect from July 30, 2020. This tenure is subject to your meeting the criteria for being an Independent Director and not being disqualified to be a Director under the applicable laws i.e. Companies Act, 2013 as may be amended from time to time.

Remuneration:
You will be entitled to remuneration in accordance with the criteria, as may be approved by the Board of Directors / Nomination and Remuneration Committee / Shareholders at their meeting within the applicable provisions of the Companies Act, 2013. You will be entitled to reimbursement of expenses for attending the meetings of the Board or Committees as may be decided by the Board of Directors. The remuneration and fee payable, if any, shall be subject to applicable tax deductions at source.

The sitting fee presently paid to Independent Director is as under:
Type of Meeting Fees
Board Meeting ₹ 20000
Audit Committee Meeting ₹ 20000
Nomination and Remuneration Committee Meeting ₹ 10000
Stakeholders Relationship Committee Meeting ₹ 10000

Board Committees:
During the tenure of office, you may be requested to serve on one or more Committees of the Board and in the event of acceptance of such request(s) you will be provided with the relevant Committee's terms of reference and specific responsibilities.

Time Commitment:
As a Non-executive Director, you are expected to devote such time as may be necessary to perform your duties as an Independent Director.

Role, Functions and Duties:
Your role, functions and duties will be those as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which inter-alia shall include:

I. Role and Functions:
  1. To 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. To bring an objective view in evaluation of performance of board and management.
  3. To scrutinize the performance of management in meeting agreed goals and objectives and monitor the reporting of performance.
  4. To satisfy themselves on the integrity of financial information and that financial controls and the systems of risk management are robust and defensible
  5. To safeguard the interests of all stakeholders, particularly the minority shareholders;
  6. To balance the conflicting interest of the stakeholders;
  7. To 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. To moderate and arbitrate in the interest of the company as a whole, in situations of conflict between management and shareholder's interest.
II. Duties:
  1. To undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
  2. To 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. To strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
  4. To participate constructively and actively in the committees of the Board in which they are chairpersons or members;
  5. To strive to attend the general meetings of the company;
  6. To ensure that the in case of 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. To 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. To 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. To 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. To report the concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct or ethics policy;
  12. To act within their authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
  13. Not to 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.
  14. To act in accordance with the Company's Articles of Association.
  15. To act in good faith in order to promote the objects of the Company in the best interests of the Company, its employees, the Shareholders and the community.
  16. To discharge your duties with due and reasonable care and diligence, skill and diligence and shall exercise independent judgment.
  17. To to achieve or attempt to achieve any undue gain or advantage either for yourself or for your relatives, partners or associates.
  18. 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.
  19. Not to assign your office as Director and such assignment, if occurs, shall be void.
Code of Conduct:
During your tenure as Independent Director, you are requested to kindly comply with the Code of Conduct as provided in Schedule IV to the Companies Act, 2013. You are also requested to give a declaration that you meet the criteria of 'Independence' at the first meeting of the Board in every financial year pursuant to the provisions of Section 149(7) of the Companies Act, 2013 and other declarations as per the requirements from time to time.

You are also requested to abide by Company's Code of Conduct for Directors and Principal executives.

Prohibition on Insider Trading:
You will follow code of Conduct for Prevention of Insider Trading of Dhampur Sugar Mills Limited and the requirements under the Companies Act, 2013 and SEBI Regulations.

Liability:
The liability that devolves pursuant to your appointment would be as per the applicable laws and Articles of Association of the Company.

Conflict of Interest:
During your term, you are requested to promptly notify any change in your Directorships, appointments and interest in any manner whatsoever. In the event that circumstances seem likely to change and could give rise to a conflict of interest or when applicable, circumstances that lead the Board to revise its judgment on your independence, the same should be disclosed to both the Chairman and the Company Secretary of the Company.

Evaluation Processes:
Your performance evaluation shall be done by the entire Board of Directors annually, without your participation. You will participate in reviewing the performance of the Board as a whole and of the other Directors on annual basis.

Disclosure of Interest:
To disclose your 'concern or interest' in any company or companies or bodes corporate, firms, or other Association of Individuals, which shall include the shareholding in such manner in accordance with the Companies Act, 2013, the Rules made there under and the Listing Agreement.

Confidentiality:
All information acquired during your tenure is confidential to the Company and shall not be released, either during your appointment or following termination (by whatever means) to third parties without prior clearance from the Chairman, unless required by law or by the rules of any Sock Exchange or any regulatory body.

Resignation or Removal:
The resignation or removal of an Independent Director shall be in the manner as provided under Sections 168 and 169 of the Companies Act, 2013.

General:
This letter and any non-contractual obligations arising out of or in connection with this letter are governed by and shall be construed in accordance with, the laws of India, and the parties agree to submit to the exclusive jurisdiction of the courts in India