lrnl To National Stock Exchange of India Exchange Plaza,5th Plot No.C/1, G Bandra Kurla Bandra (E) Mumbai - 400 051 Floor Block Complex Limited The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 023 3 Orh September, 2014 Dear Sirs Sub: Intimation under Clause 49 IVIII] (GJ Disclosure of Formal Letter ofAppointment - [ndependent Directors Pursuant to Clause 49(VIIIJI GJ of the Listing Agreement, we would like to inform you that, our Shareholders in their Meeting held on 29th September,2014 passed a Resolution for Appointment of lndependent Directors, viz, Dr William Stanley Jones, Mr Rakesh Garg and Mr M Raman. We are enclosing herewith the Formal Letter of Appointment along with their profile for your records. Thanking you Yours faithfully for Easun Reyrolle Limited a-A'j \:29?- ^, r LnanoraseKaran Chief Financial Officer Clr\ Plor No.I3I900TN19-l1IpfC0O6-69f No.98, SIPCOT Industriol Compbx, 635 126. Indio. ,*r* ***o*.*. Iel:- +91 4344 276995, {01 600-602 Fox: +91 4344 276397 t|r,oil hosr:r@e osunreyrolle.com Regd. Office : 6th Floor, Temple Tower, 672, Anno Soloi, Nondonom, Chennoi - 600 035, lndio. wwweosunreyrolle.com Hosr-rr - 9rnl Profile of Dr William Stanley Jones Dr W S Jones, 72 years, is an Electronic Engineering Graduate and holds a Doctorate Degree. He is a Fellow of the Royal Academy of Engineers and the Institution of Engineers and rechnicians, uK. He has been conferred with the title "Order of British Empire". He retired as Joint Managing Director of VA TECHs Transmission and Distribution operation worldwide. He served NEI Contror Systems as Managing Director. In addition, he was appointed Managing Director of Reyrolle Limited. Dr W S Jones also served as worldwide Managing Director of Rolls-Royce Transmission and Distribution Limited. He served on the Boards of many corporate, social and community bodies. Dr W S Jones is a Director on the Board of the following Companies. CPRE Buckinghamshire ii) Switchcraft Europe GmbH, Germany iii) Switchcraft Limited. Hong Kong tv) ERL Marketing International FZE., Sharjah r) GrtltkNqlsltE00$lNrltZ#Ei;G0066E5 +sr REYROLLE LTD. 4344 276ee5.4ar 600{02 Fox: +si 4344 2763e7 E""oir: hosu,@e osuorey,ole.com Regd. Ollice : 6.h Floor, Temple Tower, 672, Anno Soloi, Nondonom, Chennoi - 600 035, Indio. www eosunreyrolle.com zo, rnaio. r.r, fenl To Dr. William Stanley Jones DtN- 00196064 Lanes Holding. Pipers Lane Great Kinds Hill, Bucks HP 15 6LW, UK 29th September, 2014 Dear Stan, Appointment as an Independent Director of the Company On behalf of the board of Directors (Board) of the Company, I take immense please in confirming your apporntment as an Independent Director of the Company in terms of the applicable provisions of the companies Aci, 2013 ("the Act"), Rules made thereunder and Revised Clause 49 of the Listing Agreement (Clause 49) and as approved by the Board of Directors at their meeting held on 13th August, 2014 and by the Shareholders at the Annual General Meeting held on 29th September, 2014. Your appointment and other terms and conditions are subject to Company Policy, Articles of Association of the Company, the relevant and applicable provisions of the Act read with Schedule lV of the Act, and Rules made thereunder, Clause 49 as amended from time to time and as in force. A. Preliminary Your appointment subject to the following: 1. During your tenure as an Independent Director, you will have to submit a declaration at the beginning of every financial year under Section 149(7) of the Companies Act, 2013 ("Act") stating that you meet the criteria of Independence. 2. So long as you are in Independent Director of the Company, the number of Companies in which you hold office as Director or Chairman or Committee member will not exceed the limit stipulated under the Act and the Listing Ag reement. 3. So long as you are in Independent Director of the Company, you will ensure that you do not get disqualified to act as a Director pursuant to the orovisions of Section 164 of the Act. fiN"l6e,brFlj&00ilNi8'?6d?lr{;Q,0.669fu0, tnaio. t'i:Hiiff:1[::? r.t, +e1 4344226ee5, aor600{02 Fox: +e1 43442763e7 E."", 672, Anno Soloi, Nondonom, Chennoi - 600 035, Indio. wwweosunreyrolle.com Regd. Office : 6th Floor, Temple Tower, Fenl 4. You will ensure compliance with other provisions of the Act and listino Agreement as applicable to you as an lndependent Director. B. Term Your Appointment is for a term of Five years commencing from 2gth september 2014, to 2B'n Septembe r. 2019. C. Committees: You have been appointed on the following Committees of the Board l) ll) Audit Committee Nomination and Remuneration Committee D. Code of Conduct and Duties and Responsibilities: You are expected to stay updated on how best to discharge your rores, responsibilities and duties and liabilities as an Independent Director of the company under appricabre raw, incruding keeping abreast of current changes ano trends in economic, political, social, financial, legal and corporate gouurn"n"u pracuces. You are expected to: (i) take decisions objectively and solely in the interests of the Company; (ii) facilitate Company's adherence to high standards of ethics and corporate behavior; (iii) guide the Board in monitoring the effectiveness of the company's governance practices and to recommend changes, required if any; (iv) guide the Board in monitoring and managing potential conflicts of interest of Management, Board Members and stakehorders, incruding misuse of corporate assets and abuse in related party transactions; (v) guide the Board in ensuring the integrity of the company's accounting and financial reporting systems, incruding the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operationar contror, and compriance with the raw and ierevanr standards, CIN No.L31900TN 1974p1C006695 Eepgs sIRPu.E trD. Fenl As an lndependent Director, vou shall: 1 . To uphold ethical standards of integrity and probity, 2. To act objectively and constructively while exercising your duties; 3 To exercise their responsib irities in a bona fide manner in the interest of the Compa ny, 4. To devote sufficient time and attention towards your professional obligations for informed and balanced decision makino: 5. To not allow any extraneous considerations that wifl vitiate their exercise of objective independent judgment in the paramount interest of the company as a whole, while concurring in or dissenting from the co||ective judgment of the Board in its decision making; 6. To not abuse their position to the detriment of the company or its sharehorders or for the purpose of gaining direct or indirect personar advantage or advantage for any associated person: 7. To refrain from any action that wourd read to ross of their independence; 8. where circumstances arise which make an independent Director rose hrs independence, the independent Director must immediatery inform the Boaro accordingly; 9. To assist the Company in implementing the besr corporate governance practtces. Role and functions: 1. Assist in bringing an independent judgment to bear on the Board,s deliberations especially on issues of strategy, performance, risr management, resources\ key apporntments and standards o{ conduc\. 2. 3 4. Bring an objective view in the evaruation of the performance of Board and management. scrutinize the performance of management in meeting agreed goars and objectives and monitor the reporting of performance. Satisfy yourself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. CIN No.L3 1900TN 1,97 4pLC00 669 s RNU[{SFflPuE rrD. ?ew, S safeguard the interests of ail stakehorders, particurarry shareholders. 6. 7. the minority Balance the conflicting interest of the stakeholoers. Determine appropriate levels of remuneration of executive directors, key managenal 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. Duties: 1. Moderate and arbitrate in the interest of the Company as a whole, situations of conflict between management and shareholder,s interest. 2. Undertake appropriate induction and regurarry update and refresh vour skills, knowledge and familiarity with the Company. 3. seek appropriate crarification or amprification of information and, where In necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company. ,1 strive to attend all meetings of the Board incruding a separate meeting of the independent director and of the Board committees of which vou are a mem Der. 5. 6. Participate constructively and actively in the committees of the Board in which you are chairperson or member. Strive to attend the general meetings of the Company. 7 Where you have 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 your concerns are recorded in the minutes of the Board meeting. 8. Keep yourself well informed about the Company and the external environment rn which it operates. 9 Not to unfairly obstruct the functioning of an otherwise proper Board or committee of the Board. CIN No.L3 190OTN1974p1C006695 FApgrSRS\F9rrE LrD. Nent 10. Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure vourself that the same are in the interest of the Company. 11. 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. 12. Report concerns about unethical behavior, actual or suspected fraud or violatjon of the Company's code of conduct or ethics policy. 13. Acting withrn your authorrty, assist in protecting the legitimate interests of the Company, shareholders and its emplovees. 14. Not disclose confidential information, including commercial secrets, technologies, advertising and sares promotion prans, unpubrished price sensitive information, unless such disclosure is expressly approved by the Board or required by law. F. Remuneration 1. Your annual remuneration will be as under: (a) sitting fees for attending each meeting of the Board and its committees as may be determined by the Board from time to time, and (b) Commission that may be determined by the Board payable at the end of each financial year will be based on the performance of the company and your performance evaluated by the Board of Directors. 2. You will be entifled to reimbursement of expenses incurred by you in connection with attending the Board meetings, Board committee meetings, general meetings and in relation to the business of the company towards hotel accommodation, travelling and other oulof_pocket expenses. 3. Pursuant to appricabre raw, you wiil not be entiiled to any stock options. G. Insurance 1. The Company provides all its Directors with, and pays the premiums for, Directors and officers insurance cover while acting in their capacities as Directors. The present amount of the Insurance cover is Rs.5 crores. (Rupees Five crores), CIN No.13190OTN1974p1C00669S Patd{GryfgrrE trD. Frnl 2. The copy of the policy can be furnished on request to the Company Secretary. H. Performance Evaluation Your reappointment or extension of term and your remuneratlon will be recommended by the Nomination and Remuneration committee of the Board, pursuant to a performance evaluation carried out bv the Board. L Miscellaneous l You will have access to confidentiar information, whether or not the information rs marked or designated as "confidentiar" or "proprietary", rerating to the company and its business incruding regar, financiar, technicar, commerciar, marketing and business rerated records, data, documents, reports, etc., crient information, intellectual property rights (incruding trade secrets), ("confidentiar Information,,). You shall use reasonabre efforts to keep confidentiar and to not discrose to any third party, such Confidential Information. lf any Confidential Information is required to be disclosed by you in response to any summons or in connectron with any ritigation, or in order to compry with any applicable law, order, regulation or ruling, then any such disclosure should be, to the extent possible, with the prior consent of the Board. Please confirm your acceptance by signing, dating, and returning a copy of this letter to the Company. Yours faithfully, For Easun Reyrolle Limited Hari Eswaran Chairman CIN No.l-3 190OTN1974p1C006695 Fe,tgN/R5YR?tlE rrD.