Ganpati Plastfab Limited

Terms and Conditions of Appointment of Independent Directors

Terms and conditions of appointment of Independent Directors of the Company in accordance with the requirements of Schedule IV to the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015:

I. Term

A. Shri Satish Chandra Gupta
The Appointment is for a term commencing from September 26, 2014 up to September 25, 2019 (the "Termination Date"). Unless the Appointment is renewed on or prior to the Termination Date, he will cease to hold office as a director of the Company immediately after the Termination Date.

B. Shri Deepak Bhargava
The Appointment is for a term commencing from September 26, 2014 up to September 25, 2019 (the "Termination Date"). Unless the Appointment is renewed on or prior to the Termination Date, he will cease to hold office as a director of the Company immediately after the Termination Date.

C. Shri Mukand Agarwal
The Appointment is for a term commencing from September 26, 2014 up to September 25, 2019 (the "Termination Date"). Unless the Appointment is renewed on or prior to the Termination Date, he will cease to hold office as a director of the Company immediately after the Termination Date.

D. Smt. Devika Arora
The Appointment is for a term commencing from September 26, 2014 up to September 25, 2019 (the "Termination Date"). Unless the Appointment is renewed on or prior to the Termination Date, she will cease to hold office as a director of the Company immediately after the Termination Date.

II. Other Terms and Conditions

1. Committees:

1. 1.1 During the Appointment, the Independent Director may be required to serve on one or more of the committees of the Board including Audit Committee and Nomination and Remuneration Committee, as the Board may decide.
2. 1.2 The Independent Director is an independent non-executive director and will be identified as such in the annual report and other documentation of the Company. If circumstances change, and he/she believes that his/her independence will be in doubt, he/she should inform the same to the Board of Directors within 30 days.

2. Duties and Liabilities:

1. 2.1 The Independent Director will perform his/her fiduciary duties in a responsible manner and his/her general legal responsibilities to the Company will be at par with a non- executive director.
2. 2.2 The Independent Director shall act in accordance with the Articles of Association of the Company and while discharging his/her duties, comply with the requirements of Section 166 and Schedule IV of the Companies Act, 2013 ("the Act").
3. 2.3 The Independent Director will be held liable only in respect of such acts of omission or commission by the Company which have occurred with his/her knowledge, attributable through Board processes, and with his/her consent or where he/she has not acted diligently.

3. Code for Independent Directors:

1. 3.1 The Company has relied on the declaration of the Independent Director that he/she meets the criteria of independence as provided in Section 149(6) of the Act as also in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
2. 3.2 The Independent Director will be required to abide by the guidelines as to professional conduct for independent directors as set out in Section 149(8) read with Schedule IV to the Act.
3. 3.3 The Independent Director will be required to comply with applicable provisions of any code of conduct framed by the Board of Directors of the Company.

4. Restrictions:

1. 4.1 During the term of Appointment, the Independent Directors are expected not to take up directorship in any company (whether in India or abroad) engaged in the same or similar businesses as that of the Company or in a company, business or undertaking which competes or is likely to compete with the Company or which could otherwise potentially give rise to a conflict with his/her duties with the Company. In the event that the Independent Director becomes aware of any potential conflicts of interest, or in case of doubt, he/she should consult the Chairman of the Company as soon as practicable.
2. 4.2 During the term of Appointment, an Independent Director shall not serve as
   1. (a) an independent director in more than the prescribed number of listed companies, and
   2. (b) a committee member of more than the prescribed number of committees (i.e. the Audit Committee and the Stakeholders' Relationship Committee) including chairmanship of such committees.
3. 4.3 During the term of appointment, Independent Director shall not indulge in forward dealings in securities of the Company which is prohibited under the Act. Directors are prohibited from dealing in the Company's securities during the period when the trading window is closed. They should not enter into insider trading and are expected to comply with the Company's code for securities dealing as well as with the concerned provisions of the Insider Trading Laws and Regulations.
4. 4.4 During the term of Appointment,
   1. (a) he/she will neither enter into any agreement for himself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the shares of the Company; and
   2. (b) he/she will not enter into any such agreement referred to in (a) above without obtaining the prior approval from the Board of Directors as well as public shareholders of the Company by way of an ordinary resolution.

5. Time Commitment:

By accepting the Appointment, the Independent Director confirms that he/she will be able to allocate sufficient time to perform his/her duties as a director and attend meetings of the Board or any committee thereof. In addition to such attendances, he/she will be expected to devote appropriate preparation time ahead of each meeting.

6. Training and Development:

1. 6.1 The Independent Director will be invited to attend ongoing training and familiarization sessions for Directors including site visits.
2. 6.2 The Board members are provided with necessary documents / brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.
3. 6.3 Periodic presentations are made at the Board and Board Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved.

7. Evaluation Process:

The performance of individual directors shall be done by the entire Board, excluding the director being evaluated, on an annual basis.

8. Remuneration:

In consideration of the Independent director's services, he/she will be paid such remuneration by way of sitting fee for attending meetings of the Board and its Committees as may be decided by the Board from time to time.

9. Expenses:

In addition to the remuneration stated in the preceding paragraph, the Company will reimburse Independent Director, or bear and pay, all travel, accommodation or other expenses incurred as a result of him carrying out his/her duties as a director. The Independent Director may, at the Company's expense, seek independent legal or other professional advice where necessary to perform his/her duties and will be entitled to reimbursement of costs incurred in seeking such advice. In these circumstances, he/she should discuss the issues concerned with the Chairman of the Company in advance.

10. Confidentiality:

The Independent Director agrees that both during and after the term of Appointment, he/she will not use for his/her own, or for another's benefit, or disclose or permit the disclosure of any confidential information relating to the Company which he/she may acquire by virtue of his/her position as an independent director, including without limitation, any information about the deliberations of the Board. The restriction shall cease to apply to any confidential information which may (other than by reason of the director's breach of this term), become available to the public generally.

11. Publication of Letter:

In line with the provisions of Schedule IV to the Act and Listing Regulations, the letter of appointment will be open for inspection by any member and the Company will also post the terms and conditions of the appointment on the Company's website www.gpl.co.in

12. Governing Law:

The Appointment and the terms are governed by the laws of India.

13. Relationship:

1. 13.1 The appointment constitutes neither a contract for services nor a service contract.
2. 13.2 There will be no relationship of employer and employee as a consequence of appointment as a director of the Company.

14. Authority:

The letter of appointment will be issued under the authority of the Board.

For Ganpati Plastfab Limited
Ashok Kumar Pabuwal
Managing Director
DIN- 00183513

Ganpati Plastfab Limited

Familiarization Programmes For Independent Directors

Preamble

Clause 49 of the Listing Agreement with the Stock Exchanges inter-alia stipulates that the Company shall familiarize the independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

Overview of the Familiarisation process

All Independent Directors are aware and further updated about their roles, rights, responsibilities in the Company. The appointment letter issued to Independent Directors inter alia sets out the expectation of the Board from the appointed director, their fiduciary duties and the accompanying liabilities that come with the appointment as a director of the Company.

Independent Directors are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the duties and responsibilities of Independent Directors were made at the separate meetings of the Independent Directors held during the year.

Each director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Company's management. They are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry segments of which it is a part.

Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

Details of Familiarisation Programme for Independent Directors

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