Terms of the Appointment of Independent Directors of Dixon Technologies (India) Limited

1. Appointment

1.1. The Appointment of Independent Directors is for a term of Three (3) consecutive years

1.2. As an Independent Director, the provisions for retirement by rotation at each Annual General Meeting shall not apply.

2.Responsibilities

2.1. As an Independent Director you may be requested to perform such duties at such times as may be reasonably requested and comply with such reasonable directions as may be given by the Board from time to time; this will include service on such Board Committees to which you are appointed by the Board. Your time commitment to the Board will include (but not be limited to) devoting appropriate time in advance to prepare for Board Meetings and attending Board meetings, Board Committee meetings and General Meetings of the Company’s shareholders. Such meetings are expected to be held generally in Noida. The terms of reference for each of the Board Committees will be made available to you by the Company Secretary.

2.2. As an Independent Director of the Company, you will owe certain duties to the Company and to the investors, and your ability to deal in the Company’s shares will be restricted once the Company is listed.

2.3. Board expects you to perform your duties, whether statutory or fiduciary faithfully, efficiently and diligently to a standard consummate with both the functions of your role as an Independent Director and knowledge, skills and experience.

2.4. You are requested to acquaint yourself with the Company’s operations and businesses and update yourself regularly.

2.5. You will exercise your powers in your role as an Independent Director having regard to the relevant obligations under prevailing law including Companies Act, 2013, SEBI (LODR), 2015 as amended from time to time.

2.6. By your acceptance of this appointment as an Independent Director, you confirm that you are able to devote sufficient time to meet the expectations of your role.

2.7. You agree, during your appointment as an Independent Director under this letter and after its termination, to observe strict secrecy as to the affairs and dealings of the Company and any subsidiary, affiliated or related party of the Company (“Related Party”), or any stakeholder of the Company. Furthermore you agree:

2.7.1. During your appointment (except in the proper and normal performance of your duties as an Independent Director) or at any time after completion of your tenure to not make use of or divulge to any person, any confidential information relating to the Company, any Related Party or any stakeholder of the Company without the prior written consent of the Board; and

2.7.2. During your appointment to use all reasonable endeavors to prevent the publication or disclosure of any confidential information relating to the Company, any Related Party or any stakeholder of the Company.

2.8. You shall also abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Companies Act, 2013, and duties of directors as provided in the said Act. For your ready reference, the relevant provisions have been extracted and attached to this letter as Annexure A.

3.Liabilities

3.1. Though the Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising its affairs in a responsible and effective manner, in your capacity as an Independent Director you will be held liable in respect of such acts of omission or commission by a company which had occurred with your knowledge, attributable through Board processes and with your consent or connivance or where you have not acted diligently.

3.2. Any breach of duties specified or expected of you as an Independent Director may expose you to penal consequences as specified under the Companies Act, 2013 or any applicable law in force.

4.Fees and Expenses

4.1. In consideration for your services as an Independent Director under the terms of this letter, your remuneration will comprise of a sitting fee for Board/ Committee Meetings and a commission based on the profits of the Company, which would be approved annually by Nomination and Remuneration Committee.

4.2. The amount of commission payable to all non-executive directors including independent directors will be in terms of the provisions of Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force.

4.3. The sitting fees at present is INR 20,000/- per meeting for attending the Meetings of the Board and INR 10,000/- per meeting for attending the Meetings of the Committees. Director’s Fees are payable on a quarterly basis and are subject to the provisions of Companies Act, 2013 read with applicable rules and as per the Company’s Memorandum and Articles of Association.

4.4. Director’s Fees are reviewed from time to time by the Board.

4.5. During your appointment, the Company will reimburse to you all reasonable expenses properly incurred by you in connection with your appointment, subject to the production of the relevant invoices or receipts.

4.6. On cessation of your appointment you shall only be entitled to such fees and remuneration as may have accrued up to date of cessation, together with reimbursement as may have accrued up to date of cessation, together with re-imbursement in normal way of any expenses properly incurred prior to that date.

4.7. You are not entitled for any compensation for loss of office as an Independent Director, or as consideration for retirement/ resignation from such office or in connection thereto.

4.8. The remuneration/ fees payable will be subject to tax and statutory deductions or levies.

5.Induction

5.1. Where you so require, the Company Secretary shall arrange for you to participate in an induction program that includes:

• meetings with major shareholders;
• meetings with members of senior management;
• visits to key premises and branches; and
• an induction pack of information concerning the Company, its constitution, relevant laws and regulations.

6.Conflicts of Interest (and Independence)

6.1. By your acceptance of this appointment, you confirm that, apart from those interests disclosed in writing to the Board, you have no existing causes of likely conflict of interest with the business of the Company. In particular, you confirm that you do not serve as a Director of any company in any jurisdiction which carries out any activities which compete with any business carried on by the Company. You are required to immediately disclose any such conflict or potential conflict to the Chairman/ Managing Director / Company Secretary, immediately.

6.2. During your appointment you may not, without the prior agreement of the Board, accept a Directorship of a Company that is, or provide your services to any person who is, a competitor of the Company. The Board’s consent will not be granted if such appointment or involvement would, in the opinion of the Board, conflict with or be likely to interfere with your appointment as an Independent Director.

6.3. You acknowledge that you shall be appointed as an Independent Director within the meaning understood by the Company and you warrant and represent on a continuing basis that there are no other circumstances which could affect your status as an Independent Director. In particular, you warrant and represent on a continuing basis that:
• you have not been an employee of the company or group within the last five years;
• you have or had, within the last three years, any material business relationship with the company, either directly or as partner, shareholder, director or senior employee of a body that has such a relationship with the company;
• you have not received, in the last three years, additional remuneration or payments from the company apart from a director’s fee, participated in the company’s share option, or a performance-related pay scheme, or is a member of the company’s pension scheme;
• you have not been a director, partner or employee of a firm which is the company’s auditor;
• you do not have close family ties with any of the company’s advisors, directors or senior employees;
• you do not hold cross directorships or has significant links with other directors through involvement in other companies or bodies; or
• You do not represent a significant shareholder.

(Where so requested, you will sign a declaration confirming your independence according to the criteria set out above)

7. Termination

7.1. Subject as set out in clause 1, your appointment will be for an initial period of 3 years and also as per applicable provisions of the Company Act, 2013 unless terminated by either party giving to the other not less than 30 days notice in writing.

7.2. the Company may end your appointment immediately (without entitlement to notice, pay in lieu of notice or compensation) in the following cases:

7.2.1. where any of the warranties or representations set out in this letter cease to be accurate;

7.2.2. where you hold in your personal capacity or as a representative of any corporate person the position of Board Member with any other competitor of the Company in India, or, without the prior consent of the Board, you are appointed to the Board of Directors of any other competitor of the Company in any jurisdiction;

7.2.3. you incur any disqualifications specified under section 164 of the Companies Act, 2013 or any other provisions contained therein, or by virtue of an order of the Court/ Tribunal of competent jurisdiction in any proceeding unless an appeal is preferred by you against the order of the Court / Tribunal. For your ready reference, the relevant provisions have been extracted and attached to this letter as Annexure B.

7.2.4. you breach the terms of this letter;

7.2.5. you are otherwise prohibited by law from acting as a director.

8. Confidentiality

8.1. You acknowledge the need to hold and retain company information (in whatever format you may receive it) under appropriately secure conditions.

8.2. Your attention is drawn to the requirement under both law and regulation regarding the disclosure of price sensitive information and in particular to SEBI (Prohibition of Insider Trading) Regulations, 1992, read with the amendments from time to time on insider dealing. You should avoid making any Statements that might risk a breach of these requirements. If in doubt please contact Company Secretary.

9. Directors And Officers Liability Insurance

The Company has a directors’ and officers’ liability policy in place and it is intended to maintain such cover for full term of your appointment. Details of the cover and copy of directors’ and officers’ policy will be available with the Company Secretary.

10. Jurisdiction

Your engagement with the Company is governed by and shall be construed with the laws of India and your engagement shall be subject to the jurisdiction of the National Company Law Tribunal / Courts in India.