Castrol India : Terms of Appointment of Independent Director

castrol.co.in

Date

To

Name

Address

Dear Sir / Madam,

Sub: Appointment / Re-appointment as an Independent Director of the Company

We are pleased to inform you that your appointed / re-appointment as an Independent Director on the Board of Directors of Castrol India Limited ("Castrol" or "the Company") has been approved by the shareholders of the Company on [∎]. Your appointment / reappointment shall be subject to the terms and conditions set out in the Annexure to this letter.

We congratulate you and look forward to a mutually beneficial association. Kindly confirm your acceptance of the appointment / re-appointment by signing and returning to us a duplicate copy of this letter.

ThankYou.

Sincerely,

For Castrol India Limited

_________________

__________

Encl. As above

I hereby accept the terms of my appointment as stated in this letter:

Sign

Name

Date

Place

Registered address: Castrol India Limited

CIN: L23200MH1979PLC021359

Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai - 400093 Tel: [phone] / Fax: [phone]

Customer Service Toll Free No: 1800222100 / 18002098100

Annexure to the letter dated [∎]

Terms of Appointment / Re-appointment of Independent Director ("ID") on the Board of

Directors (Board) of

Castrol India Limited ("Castrol" or "the Company") effective [∎]

1. Position

1. The role of ID is a non-executive role in that it does not carry any executive responsibilities, liability or authority.
2. The term ID should be construed as defined under the Companies Act, 2013 together with the Rules notified there under (including any re-enactments thereof or modifications thereto) ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (together referred to as "the Applicable laws").
3. You will not be an employee of the Company and this letter shall not constitute a contract of employment.

2. Tenure

1. Your appointment / re-appointment takes effect from [∎] and shall be valid upto [∎] unless terminated earlier.
2. Your appointment / re-appointment will be subject to the provisions of the Applicable laws and the Articles of Association of the Company.

3. Committees

1. In addition to your role as an ID you have been appointed on/continue to hold positions in the following Committees of the Board (as applicable):
2. 1. [∎]
   2. [∎]
3. The Board may, if it deems fit, subject to your consent, invite you for being appointed on one or more additional Board Committees whether existing or that may be set up in the future.
4. Your appointment on any Board Committee(s) will be subject to the provisions of the Applicable laws.

4. Time Commitment

1. Independent Director is expected to bring objectivity and independence of view to the Board's discussions and to help provide the Board with effective leadership in relation to the Company's strategy, performance, and risk management as well as ensuring high standards of financial probity and corporate governance.
2. The Board meets atleast four times in a year.
3. The Board may also meet additionally once /twice in a year at a strategy meet where it discusses various long term strategic matters relating to the Company.
4. You will be expected to attend meetings of Board and Board Committees to which you are/may be appointed and also the Shareholders meetings and commit sufficient time to ensure fulfilment of your duties and responsibilities effectively.

5. Role, Duties & Responsibilities

1. The duties and responsibilities of an ID are same as other Directors. There are, however, additional roles and duties required of an ID under the applicable laws.
2. "Appendix 1" to this Annexure contains details of your duties and responsibilities as laid down under the Applicable laws.
3. Without prejudice to above, you shall be under an obligation to comply with all other laws as are applicable with respect to your appointment as a Director of the Company.

6. Code of Conduct

1. The Independent Director should familiarise with the bp Code of Conduct and the Castrol India Limited - Code of Conduct for Board of Directors and Senior Management Personnel and comply with the same.
2. You shall abide by the Code and such other policies that may be adopted by the Company applicable to an ID.

7. Liabilities

7.1 As an ID, you shall be held liable, only in respect of such acts of omission or commission by the Company which had occurred with your knowledge, attributable through Board and Committee processes, and with your consent or connivance or where you had not acted diligently.

8. Remuneration & Entitlements

1. You shall be entitled to following:
2. 1. sitting fees for attending each meeting of the Board and its Committees as may be determined by the Board from time to time, and
   2. annual remuneration that may be determined by the Board from time to time, payable at the end of each financial year based on the performance of the Company.
3. The remuneration payable to Non-Executive Directors is subject to the approval of the shareholders of the Company and the limits prescribed under the provisions of the Act.
4. Additionally, you will be entitled to reimbursement of expenses incurred by you in connection with the attending of Board meetings, Board Committee meetings, and General meetings and in relation to the business of the Company towards hotel accommodation, travelling and other out-of-pocket expenses.

9. Disclosures

9.1 Initial Disclosures:

9.1.1 At the first meeting of the Board in which you participate as a Director you shall disclose your concern or interest in any company/ies or bodies corporate, firms, or other association of individuals which shall include your shareholding, in the manner

prescribed under the Act.

9.2 Continual Disclosures:

9.2.1 At the first meeting of the Board in every financial year and whenever there is any change in the disclosures already made, then within 30 days of such change, you shall

disclose your concern or interest in any company/ies or bodies corporate, firms, or other association of individuals which shall include your shareholding, in the prescribed manner under the Act.

1. During your appointment as an ID, if there is any change in the circumstances that affect your independence, you shall immediately inform the Company of the same.
2. You may be required to furnish additional disclosures to the Company as per the requirements of other laws that are/may be applicable to the Company within such period and at such intervals as may be informed to you by the Company.

10. Directors' Liability Insurance

1. The Company has availed a Directors' & Officers' Policy ("D&O Policy") covering the liability of its Directors and Officers on the terms of the policy (which are subject to change).
2. A copy of the D&O Policy shall be emailed to you.

11. Performance Evaluation

1. The performance evaluation of the Board as a whole and the individual Directors shall be in accordance with the policy of the Company for Board Evaluation and provisions of the applicable laws.
2. The outcome of performance evaluation shall be considered to determine whether to extend or continue the term of your appointment as an ID.

12. Termination/Vacation

1. You may resign from your position at any time, and should you wish to do so, you are requested to serve a written notice on the Board.
2. Your appointment may also be terminated in accordance with the provisions of the Act and Articles of Association of the Company from time to time in force.
3. Any such termination shall be with a notice of 24 hours on either side.
4. Upon your resignation/ termination as a Director, you shall, with immediate effect, cease to be a member of the Committee(s) of the Board in which you are appointed.
5. Further, your office is liable to vacation on the grounds prescribed under the Act.

13. Confidential Information

13.1 "Confidential Information" means all information, data, know-how, strategies, content, artworks, customers-products-business-related information, trade secrets, information, reports, records or other documents or things recorded on paper, tape, disc, computer systems or any mechanical or electronic device as may be received from Castrol and the recipient will have access to information/ data/ materials and supporting documents pertaining to Castrol or Castrol's systems or by whatever means, or any other oral or written communication made by Castrol or supplied or made available to the recipient or may come to the knowledge of the recipient relating to the business (including future or possible business) of Castrol, pursuant to any dealings, discussions, negotiations, agreements or contracts entered into by Castrol which is confidential or which Castrol should reasonably have assumed to be confidential or relating to the activities of Castrol or its affiliates business operations

or relating to the rights and obligations of those who carry on or who are connected to Castrol, but excluding any information:-

1. • which at the time of the disclosure by Castrol is in the public domain; or
   • which after disclosure by Castrol becomes part of the public domain by publication or otherwise not through violation on the part of the recipient; or
   • which the recipient can show was in its possession at the time of disclosure by Castrol; or
   • which the recipient can show was obtained from a third party who is not under obligation to either Castrol or the recipient to maintain the confidential information in confidence; or
   • which previously was, or at anytime hereafter is, received in good faith without secrecy obligation from other sources and which did not originate, directly or indirectly from the recipient; or
   • which is required by law or appropriate regulatory authorities to be disclosed, provided that Castrol is notified in writing by the recipient of any such requirement atleast 5 (five) days prior to such disclosure and such disclosure is strictly limited to the extent required.
2. As an ID, you may have access to and /or knowledge of Confidential Information.You shall use Confidential Information only in the performance of your duties as an ID.
3. You shall hold Confidential Information in confidence and trust.
4. You shall ensure that Confidential Information is not disclosed or divulged to any person in any manner whether directly or indirectly in full or in part, both during and after your Term as an ID without prior clearance from the Board unless required by law or by the rules of any stock exchange or regulatory body.

14. Communication

1. All communication to Castrol India Limited shall be addressed to the following address:The Company Secretary
   Castrol India Limited
   Technopolis Knowledge Park, Mahakali Caves Road, Andheri E, Mumbai - 400 093
2. All communication to you shall be addressed to the following address: Name [∎] Address [∎]
3. In case of any change in the above information on either side, the same shall be communicated promptly to the other party.

15. Termination:

1. The Independent Director may resign from the position by serving reasonable written notice on the Board, giving reasons of resignation.
2. Appointment may also automatically terminate in accordance with the provisions of the Companies Act, 2013 and provisions of Articles of Association of the Company.