The detailed Terms and Conditions for your ap.pointment as Independent Director is enclosed as Annexure.

Transcription

1 July 24, 2014 Mr. N.K. Goila Director of the Company A-65/1, SFS Flats, S.aket, New Delhi Subject: Appointment as an Independent Director of the Company Dear Sir, This is to inform you that the shareholders of the Company in their Annual General Meeting held on 16th July, 2014 have appointed you as the Independent Director of the Company for a term of five (5) years commencing from 1st April, 2014 to 31st March, 2019, not liable to retire by rotation. The detailed Terms and Conditions for your ap.pointment as Independent Director is enclosed as Annexure. Kindly acknowledge the receipt of the letter. Thanking you, Yours faithfully, For Usha International Ltd. Manish Gupta (Company Secretary) Encl: as above e SHRlllAM" Usha lntemational Ud. Plol No. 15 Institutional Area, Sector 32, Gurgaon. Haryana , India T: F : Registered office: Surya Klran Building. 19. Kasturba Gandhi Marg. New Delhi CJN No.: U742100L1935PLC corporate@ushalntemational.com Registered trademart< of USHA INTERNATIONAL. LTD.

2 ' ANNEXURE The detailed terms and conditions for appplntment of Independent Director are as follows: 1. Your term of appointment as an Independent Director of the Company will be for a period of five (5) years commencing fro_m 1 51 April, 2014 to March, You are expected to act in accordance with Schedule IV of the Companies Act, 2013 which sets out the "Code for Independent Directors". 3. You shall serve in the Committee's as may be decided by the Board from time to time and shall further act under the scope of that Committee. 4. You are expected to act in the best interest of the Company and ensure that there is no conflict of interest in relation to discharge of your duties as Director of the Company. 5. You are expected to follow the Code of Conduct Policy of the Company. 6. You shall adhere to the Code of Conduct Policy of the Company which defines the list of actions that you are expected to do or not to do. 7. You shall be paid sitting fees and Commission in accordance with the decision of the board in this regard from time to time. 8. The Company has adopted the Directors and Officers (0 and O} insurance policy.

3 , July 24, 2014 Mr. A. K. Chowdhury Director of the Company R-749, Ground Floor, New Rajendra Nagar, New Delhi Subject: Appointment as an Independent Director of the Company Dear Sir, This is to inform you that the shareholders of the Company in their Annual General Meeting held on 16th July, 2014 have appointed you as the Independent Director of the Company for a term of five (5) years commencing from 1s 1 April, 2014 to 31st March, 2019, not liable to retire by rotation. The detailed Terms and Conditions for your appointment as Independent Director is enclosed as Annexure. Kindly acknowledge the receipt of the letter. Thanking you, Yours faithfully, For Usha International Ltd. ~Gcrf!:; ~ Manish Gupta (Company Secretary) e SHIUllAM" Encl: as above Usha International Ud. Plot No. 15 Institutional Area. Sector 32. Gurgaon. Haryana India. T: F : Registered office: Suiya Kiran Building, 19. Kasturba Gandhi Marg. New Delhi CIN No.: U74210QL1935PLC corporate@ushalntemational.com Registered trademark of USHA INTERNATIONAL LTD,

4 ANNEXURE The detailed terms and conditions for appointment of Independent Director are as follows: 1. Your term of appointment as an Independent Director of the Company will be for a period offive (5) years commencing from 1" April, 2014 to 31' 1 March, You are expected to act in accordance with Schedule IV of the Companies Act, 2013 which sets out the "Code for Independent Directorsn. 3. You shall serve in the Committee's as may_ be decided by the Board from time to time and shall further act under the scope of that Committee. 4. You are expected to act in the best interest of the Company and ensure that there is no conflict of interest in relation to discharge of your duties as Director of the Company. 5. You are expected to follow the Code of Conduct Policy of the Company. 6. You shall adhere to the Code of Conduct Policy of the Company which defines the fist of actions that you are expected to do or not to do. 7. You shall be paid sitting fees and Commission in accordance with the decision of the board in this regard from time to time. 8. The Company has adopted the Directors and Officers (D and O) insurance policy.

5 ' July 24, 2014 Mr. P.K. Bhalla Director of the Company H.No DLF-IV, Gurgaon Subject: Appointment as an Independent Director of the Company Dear Sir, This is to inform you that the shareholders of the Company in their Annual General Meeting held on 16th July, 2014 have appointed you as the Independent Director of the Company for a term of five (5) years commencing from 1st April, 2014 to March, 2019, not liable to retire by rotation. The detailed Terms and Conditions for your appointment as Independent Director is enclosed as Annexure. Kindly acknowledge the receipt of the letter. Thanking you, Yours faithfully, For Usha International Ltd. ' C..vf 1'7-- ~ Manish Gupta (Company Secretary) Encl: as above SHlllllAM" USha lntematlonal Ud. Plot No. 15 Institutional /Ilea, Sector 32, Gurgaon, Harywia India. T: F : Registered office: Swya Kl ran Building. 19. Kasturba Gandhi Marg, New Delhi CIN No.: U74210Dl1935PLC corporate@ushalntemauonal.com 9Aegfsterad trademark of USHA INTERNATIONAL LTD.

6 ,, ANNEXURE The detailed terms and conditions for appointment of Independent Director are as follows: 1. Your term of appointment as an Independent Director of the Company will be for a period of five (5) years commencing from 1 61 April, 2014 to March, You are expected to act in accordance with Schedule IV of the Companies Act, 2013 which sets out the "Code for Independent Directors". 3. You shall serve in the Committee's as may be decided by the Board from time to time and shall further act under the scope of that Committee. 4. Yoi.J are expected to act in the best interest of the Company and ensure that there is no conflict of interest in relation to discharge of your duties as Director of the Company. 5. You are expected to follow the Code of Conduct Policy of the Company. 6. You shall adhere to the Code of Conduct Policy of the Company which defines the list of actions that you are expected to do or not to do. 7. You shall be paid sitting fees and Commission in accordance with the decision of the board in this regard from time to time. 8. The Company has adopted the Directors and Officers {D and 0) insurance policy.

7 July 24, 2014 Mr. A.K. Jain Director of the Company C-2, Sector 20, Noida Subject: Appointment as an Independent Director of the Company Dear Sir, This is to inform you that the shareholders of the Company in their Annual General Meeting held on 16th July, 2014 have appointed you as the Independent Director of the Company for a term of five (5) years commencing from 1st April, 2014 to March, 2019, not liable to retire by rotation. The detailed Terms and Conditions for your appointment as Independent Director is enclosed as Annexure. Kindly acknowledge the receipt of the letter. Thanking you, Yours faithfully, For Usha International Ltd. ~~ 6...f'- :.---- Manish Gupta (Company Secretary) Encl: as above e SHlllBAlll" Usha International Ud. Plot No. 15 Institutional Area, Sector 32. Gurgaon, Hatyana 122 0()1, Jndia T: F : Registered office: Surya Klran Building. 19. Kasturba Gandhi Marg. N6Yi Delhi CIN No.: U74210Dl1935PLC CCJl'POfl1!e@ushalntema11onal.com 9Aegfstered trademark of USHA INTERNATIONAL LTD.

8 ' ANNEXURE The detailed terms and conditions for appointment of Independent Director are as follows: 1. Your term of appointment as an Independent Director of the Company will be for a period of five (5) years commencing from 1' 1 April, 2014 to 31$ 1 March, You are expected to act in accordance with Schedule IV of the Companies Act, 2013 which sets out the "Code for Independent Directors". 3. You shall seive in the Committee's as may be decided by the Board from time to time and shall further act under the scope of that Committee. 4. You are expected to act in the best interest of the Company and ensure that there is no conflict of interest in relation to discharge of your duties as Director of the Company. 5. You are expected to follow the Code of Conduct Policy of the Company. 6. You shall adhere to the Code of Conduct Policy of the Company which defines the list of actions that you are expected to do or not to do. 7. You shall be paid sitting fees and Commission in accordance with the decision of the board in this regard from time to time. 8. The Company has adopted the Directors and Officers (D and 0) insurance policy.