Terms and conditions for Appointment of Independent Directors of Sudhir Power Limited (formerly known as Sudhir Gensets Limited) The terms and conditions of appointment of the following Independent Directors are subject to the extant provisions of the

(i) applicable laws, including the Companies Act, 2013 (as amended from time to time) and
(ii) Articles of Association of the Company.

S. No.	Name of Independent Director	From	To
1	Mr. Pankaj Renjhen	29th September,2014	28th September, 2019
2	Mr. Utsav Seth	29th September, 2014	28th September, 2019

The broad terms and conditions of their appointments as Independent Directors of the Company are reproduced hereunder:

1. Appointment

The appointment will be for the period mentioned against their respective names (“Term”). The Company may disengage Independent Directors prior to completion of the Term subject to compliance of relevant provisions of the Companies Act, 2013.

As Independent Directors, they 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. The reappointment would be considered by the Board based on the outcome of the performance evaluation process and the directors continuing to meet the independence criteria.

The directors may be requested to be a member / Chairman of any one or more Committees of the Board which may be constituted from time to time.

2. Professional Conduct

As an Independent Director of the Company, you shall:

(i) Act objectively and constructively while exercising your duties;
(ii) Devote sufficient time and attention to your professional obligations for informed and balanced decision making;
(iii) Refrain from any action that could lead to a loss of your independence;
(iv) Ensure that if circumstances arise under which you may lose your independence, you will immediately inform the Board;
(v) Exercise your responsibilities in a bona fide manner in the interest of the Company;
(vi) Uphold ethical standards of integrity;
(vii) Assist the Company in implementing the best corporate governance practices;
(viii) Not allow any extraneous considerations that may vitiate your exercise of objective independent judgement in the paramount interest of the Company as a whole.

3. Duties as a Director of the Company

The Companies Act, 2013 has prescribed certain duties for directors, which are fiduciary in nature. Accordingly as a director of the Company Independent Director shall:

(i) Act in accordance with the Articles of Association;
(ii) 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 the environment;
(iii) Exercise duties with due and reasonable care, skill and diligence and shall exercise independent judgement;
(iv) Not be involved in situations of conflicts or possible conflicts with the interest of the Company;
(v) Not achieve or attempt to achieve any undue gain or advantage either to self or to your relatives, partners or associates;
(vi) Not assign your office as director and any assignment so made shall be void.

4. Role, duties and responsibilities

(i) As members of the Board, they along with the other Directors will be collectively responsible for meeting the objectives of the Board which include:
• Requirements under the Companies Act, 2013
• Accountability under the Director’s Responsibility Statement.
(ii) They 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).
(iii) They are particularly requested to provide guidance in their area of expertise.

5. Time Commitment

They agree to devote such time as is prudent and necessary for the proper performance of their role, duties and responsibilities as an Independent Director.

6. Remuneration

As Independent Directors, they shall be paid sitting fees for attending the meetings of the Board. The sitting fees for attending each meeting of the Board would be as determined by the Board from time to time.

Further, the Company may pay or reimburse to the Director such expenditure, as may have been incurred by them while performing their role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by them for accommodation, travel and any out of pocket expenses for attending Board/ Committee meetings, 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 the expense being reasonable, professional advice from independent advisors in the furtherance of their duties as Independent Directors.

7. Independent Director’s Meeting

A separate meeting of the Independent Directors will be held at least once every year without the attendance of the non-independent directors and the members of the management. The company expects all independent directors to strive to be present at the meeting.

8. Liability under the Act

Pursuant to the provisions of the Act, an independent directors will be liable only in respect of such omission or commission by the Company which had occurred with their knowledge, attributable through board processes and with his consent or connivance or where they had not acted diligently.

9. Performance Appraisal / Evaluation Process

The performance evaluation of independent directors shall be done by the entire board of directors, excluding the director being evaluated.
On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of independent director.

10.Disclosures, other directorships and business interests

During the Term, they agree to promptly notify the Company of any change in their directorships, and provide such other disclosures and information as may be required under the applicable laws. They also agree that upon becoming aware of any potential conflict of interest with their position as Independent Directors of the Company, they shall promptly disclose the same to the Chairman and the Company Secretary. During their Term, they agree to promptly provide a declaration under Section 149(7) of the 2013 Act, upon any change in circumstances which may affect their status as an Independent Director.

11. Changes of personal details

During the Term, they shall promptly intimate the Company Secretary of any change in address or other contact and personal details provided to the Company.

12. Disengagement

They 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 them in the notice, whichever is later and the same shall be in accordance with the provisions of Section 168 and 169 of the Companies Act, 2013.