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A TATA PEPSICO JV
Healthy Beverages for a Healthier India
March 31.2015
To,
Mr. Darius Pandole
Subject: Appointment as the Independent Director
We thank you for your confirmation that you meet the independence criteria as set out under the
provisions of the Companies Act, 2013 (hereinafter referred to as "the Act") and also for your
consent to hold the office as independent director on the Board of Directors ("the Board") of the
NourishCo BeveragesLimited ("the Company").
Pursuant to your confirmation(s), upon the recommendation of the Nomination and Remuneration
Committee of the Company, the Board and the shareholders have approved your appointment as an
independent director on the Board ("Independent Director").
The Letter sets out the terms of your appointment.
The Terms of your appointment as set out in this letter is subject to the extant provisions of the
CompaniesAct, 2013 and the Articles and Association of the Company.
1.
APPOINTMENT
1.1
Your appointment will be for an initial period of 01 year from the date of your appointment
("Term").
1.2
As an Independent Director, you will not be liable to retire by rotation.
1.3
At the end of the Term, your re appointment will be made upon the recommendation of the
Nomination and Remuneration Committee and you continuing to meet the independence
criteria.
2.
2.1
BOARDCOMMITTEE(S)
As advised by the Board, during the tenure of your office, you are required to serve on the
following committees:
a. Audit Committee
b. Nomination & Remuneration Committee
The Board may communicate from time to time, to serve on any other Board Committees, if
required.
2.2
Upon your appointment to the Committees, you will be provided with the appropriate
Committee charter which sets out the roles and functions of that committee.
NourishCo Beverages Limited
CIN: U15500HR2010PLC041616
Registered
& Corporate
Office:
TeL.:. +91124
3rd Floor, Tower A, Building
4.946100_ Fax:
Website:
(A TATA PEPSICO JV)
www.nourishco.com
No.9, DLF Cyber City, Phase III, Gurgaon
+91 124A.946980.EmaiIJD:
~/
122002, (Haryanaj,
contact.us.lffinouJis1:l.c:o--com
India
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A TATA PEPSICO JV
3.
Healthy Beverages for a Healthier India
ROLES AND DUTIES
A. As a member of the Board, along with other Directors
3.1 To act within the powers.
3.2 To act in good faith for the interest of all stakeholders.
3.3 To exercise due care and diligence.
3.4 To exercise independent judgement.
3.5 Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets
and business plans
3.6 Monitoring the effectiveness of the company's governance practices and recommending
changes as needed.
3.7 Ensuring a transparent board nomination process with the diversity ofthought,
knowledge, perspective and gender in the Board.
experience
3.8 Monitoring and managing potential conflicts of interest of management, board members
and shareholders including misuse of corporate assets and abuse in related party
tra nsactions.
3.9 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,
system for risk management, financial and operational control and compliance with the law
and relevant standards.
3.10 Complying with the Company's Code of Conduct
3.11 Such others roles and duties as may be prescribed.
B. You shall abide by the 'Code for Independent Directors' as outlined in Schedule IV to Section
149(8) of the Act, and duties of directors as provided in the Act (including Section 166) and.
For your ready reference, the relevant provisions have been extracted and attached to this
letter as Annexure "A".
C. You will be responsible for providing guidance in your area of expertise.
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 as fixed by the Board from time to time.
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NourishCo Beverages Limited
CIN: U15500HR2010PLC041616
Registered
& Corporate
Office:
3rd Floor, Tower A, Building
Website:
No.9,
(A TATA PEPSICO JV)
www.nourishco.com
DLF Cyber City, Phase III, Gurgaon
122002,
Tel. : +911244946700, Fax: +911244946980, EmaillD: [email protected]
(Haryana),
India
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A TATA PEPSICO JV
Healthy Beverages for a Healthier India
Further, the Company will payor 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.
5.
Induction & Development
The Company shall, if required, may conduct induction program for its independent directors.
6.
Code of Business Ethics
As an Independent Director of the Company, you agree to comply with the following Code of
Business Ethics:
a.
will always act in the interest of the Company and ensure that any other business or
personal association which you may have, does not involve any conflict of interest with the
operations of the Company and your role therein
b. will comply with all applicable laws and regulations of all the relevant regulatory and other
authorities as may be applicable to Directors in their individual capacities
c.
will safeguard the confidentiality
position.
of all information received by you by virtue of your
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. 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.
7.
Disclosures of Changes
During the Term, you agree to promptly provide a declaration under Section 149(7) of the Act,
every year and upon any change in circumstances within 20 days which may affect your status as
an Independent Director.
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
Chairman and the Company Secretary.
NourishCo Beverages Limited
CIN: U15500HR2010PLC041616
Registered
& Corporate
Office:
3rd Floor, Tower A, Building
(A TATA PEPSICO JV)
Website: www.nourishco.com
No.9,
DLF Cyber City, Phase III, Gurgaon
122002,
Tel. : +911244946700, Fax: +911244946980, EmaillD: [email protected]
(Haryana),
India
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A TATA PEPSICO JV
Healthy Beverages for a Healthier India
8.
Changes in Personal Details
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.
9.
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 Act. You may resign from the
directorship of the Company by giving a notice in writing to the Company stating the reasons for
resignation and also to Registrar of Companies.
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.
10. 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 assistanceand
Co-operation to the Company and provide such information and documents as are necessary
and reasonably requested by the Company or its counsel
11. 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.
Please confirm your acceptance by signing and returning the enclosed copy of this letter. We
thank you for your continued support and commitment to the Company.
For NOURISHCO BEVERAGES J.~
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Accepted By
Mr. Darius Pandole
NourishCo Beverages Limited
CIN: U15500HR2010PLC041616
Registered
& Corporate
Office:
lrd Floor, Tower A, Building
(A TATA PEPSICO JV)
Website: www.nourishco.com
No.9, DLF Cyber City, Phase 11I,Gurgao~
122002, (Haryana), India