NourishCo Beverages Limited · ROLES AND DUTIES Healthy Beverages for a Healthier India A. Asa...
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~ A TATA PEPSICO JV March 31.2015 Healthy Beverages for a Healthier India To, Mr. Darius Pandole Subject: Appointment asthe 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 asset 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. BOARDCOMMITTEE(S) 2.1 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 (A TATA PEPSICO JV) ~/ CIN: U15500HR2010PLC041616 Website: www.nourishco.com Registered & Corporate Office: 3rd Floor, Tower A, Building No.9, DLF Cyber City, Phase III, Gurgaon 122002, (Haryanaj, India TeL.:. +91124 4.946100_ Fax: +91 124A.946980.EmaiIJD: contact.us.lffinouJis1:l.c:o--com _
Transcript of NourishCo Beverages Limited · ROLES AND DUTIES Healthy Beverages for a Healthier India A. Asa...
~A TATA PEPSICO JV
March 31.2015 Healthy Beverages for a Healthier India
To,
Mr. Darius Pandole
Subject: Appointment asthe Independent Director
We thank you for your confirmation that you meet the independence criteria as set out under theprovisions of the Companies Act, 2013 (hereinafter referred to as "the Act") and also for yourconsent to hold the office as independent director on the Board of Directors ("the Board") of theNourishCoBeveragesLimited ("the Company").
Pursuant to your confirmation(s), upon the recommendation of the Nomination and RemunerationCommittee of the Company, the Board and the shareholders have approved your appointment asanindependent director on the Board ("Independent Director").
The Letter sets out the terms of your appointment.
TheTerms of your appointment asset out in this letter is subject to the extant provisions of theCompaniesAct, 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 Asan 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 theNomination and Remuneration Committee and you continuing to meet the independencecriteria.
2. BOARDCOMMITTEE(S)
2.1 Asadvised by the Board, during the tenure of your office, you are required to serve on thefollowing committees:
a. Audit Committeeb. Nomination & Remuneration Committee
The Board may communicate from time to time, to serve on any other BoardCommittees, ifrequired.
2.2 Upon your appointment to the Committees, you will be provided with the appropriateCommittee charter which sets out the roles and functions of that committee.
NourishCo Beverages Limited (A TATA PEPSICO JV) ~/CIN: U15500HR2010PLC041616 Website: www.nourishco.com
Registered & Corporate Office: 3rd Floor, Tower A, Building No.9, DLF Cyber City, Phase III, Gurgaon 122002, (Haryanaj, IndiaTeL.:. +91124 4.946100_ Fax: +91 124A.946980.EmaiIJD: contact.us.lffinouJis1:l.c:o--com _
~A TATA PEPSICO JV
3. ROLES AND DUTIES Healthy Beverages for a Healthier India
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 budgetsand business plans
3.6 Monitoring the effectiveness of the company's governance practices and recommendingchanges as needed.
3.7 Ensuring a transparent board nomination process with the diversity ofthought, experienceknowledge, perspective and gender in the Board.
3.8 Monitoring and managing potential conflicts of interest of management, board membersand shareholders including misuse of corporate assets and abuse in related partytra nsactions.
3.9 Ensuring the integrity of the company's accounting and financial reporting systems includingthe 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 lawand 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 Section149(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 thisletter 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 Boardand the Committees of which you are a member as fixed by the Board from time to time. "F", --.. ,..~
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NourishCo Beverages Limited (A TATA PEPSICO JV)CIN: U15500HR2010PLC041616 Website: www.nourishco.com
Registered & Corporate Office: 3rd Floor, Tower A, Building No.9, DLF Cyber City, Phase III, Gurgaon 122002, (Haryana), IndiaTel. : +911244946700, Fax: +911244946980, EmaillD: [email protected]
~A TATA PEPSICO JV
Healthy Beverages for a Healthier India
Further, the Company will payor reimburse to you such fair and reasonable expenditure, as mayhave been incurred by you while performing your role as an Independent Director of theCompany.
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 ofBusinessEthics:
a. will always act in the interest of the Company and ensure that any other business orpersonal association which you may have, does not involve any conflict of interest with theoperations of the Company and your role therein
b. will comply with all applicable laws and regulations of all the relevant regulatory and otherauthorities as may be applicable to Directors in their individual capacities
c. will safeguard the confidentiality of all information received by you by virtue of yourposition.
Unless specifically authorised by the Company, you shall not disclose Company and businessinformation 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 withthe Company. Additionally, you shall not participate in any business activity which might impedethe 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 dayswhich may affect your status asan Independent Director.
During the Term, you agree to promptly notify the Company of any change in your directorshipsand provide such other disclosures and information as may be required under the applicablelaws. You also agree that upon becoming aware of any potential conflict of interest with yourposition as Independent Director of the Company you shall promptly disclose the same to theChairman and the Company Secretary.
NourishCo Beverages Limited (A TATA PEPSICO JV)CIN: U15500HR2010PLC041616 Website: www.nourishco.com
Registered & Corporate Office: 3rd Floor, Tower A, Building No.9, DLF Cyber City, Phase III, Gurgaon 122002, (Haryana), IndiaTel. : +911244946700, Fax: +911244946980, EmaillD: [email protected]
~A TATA PEPSICO JV
Healthy Beverages for a Healthier India8. Changes in Personal Details
During the Term, you shall promptly intimate the Company Secretary and the Registrar ofCompanies in the prescribed manner, of any change in address or other contact and personaldetails 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 thedirectorship of the Company by giving a notice in writing to the Company stating the reasonsforresignation and also to Registrar of Companies.
The resignation shall take effect from the date on which the notice is received by the Companyor the date, if any, specified by you in the notice, whichever is later.
10. Cooperation
In the event of any claim or litigation against the Company based upon any alleged conduct, actor omission on your part during your Term, you agree to render all reasonable assistanceandCo-operation to the Company and provide such information and documents as are necessaryand 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 richexperience 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. Wethank you for your continued support and commitment to the Company.
For NOURISHCO BEVERAGES J.~~. ~; :.':,",(::c. ';~
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v---:: /1 ;;-- -: ~ -, )~ j;' \/~'----------~-----------------\%l))Hars I .",1/." /Managing Director and CEO ON ,..;/DIN06826248PlaceGurgaon
Accepted By
Mr. Darius Pandole
NourishCo Beverages Limited (A TATA PEPSICO JV)CIN: U15500HR2010PLC041616 Website: www.nourishco.com
Registered & Corporate Office: lrd Floor, Tower A, Building No.9, DLF Cyber City, Phase 11I,-Gurgao~ 122002, (Haryana), India
