Letter Of Appointment As Non-Executive Independent Director

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Date: _________
To,
________________
Sub – Letter of Appointment as Non-Executive Independent Director
Dear Sir,
We are pleased to confirm your appointment on the Board of Directors of Nihilent Technologies
Limited (hereinafter referred to as NTL or the Company) as Non-Executive Independent Director.
This letter of appointment sets out the terms and conditions covering your appointment which are
as follows:
Appointment
Your appointment as an Independent Director is for a period of 5 years up to the conclusion of the
Annual General Meeting of the Company to be held in the calendar year 2020.This appointment is
subject to you meeting the eligibility criteria for Independent Director and not being disqualified to
be a Director under the applicable regulations. Your appointment shall be governed by the
provisions of the Companies Act, 2013, the rules prescribed thereunder and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”).
The term “Independent Director” shall be construed as defined under the Companies Act, 2013 and
Listing Regulations and such other regulations as may be notified from time to time. The
disengagement earlier than period fixed for appointment will be in accordance with the provisions
of the Companies Act, 2013 or on mutually agreed terms.
Evaluation Process
The provisions contained in the Companies Act, 2013 and the Listing Regulations will apply as
regards performance evaluation. Your performance shall be evaluated annually by the Board of
Directors of our Company excluding your goodself. On the basis of the report of performance
evaluation, it shall be determined whether to extend or continue the term of your appointment as
an Independent Director.
Role on the Board
You are expected to provide your expertise and experience in the overall functioning of the Board
and its committees in which you may be nominated. Your role and duties will be those normally
required of a Non-Executive Independent Director under the Companies Act, 2013 and the Listing
Regulations. Independent directors have the same general legal responsibilities to the Company as
that of any other director.
You are required to make a disclosure of your interest as per the requirements of Section 184 of the
Companies Act, 2013.
Apart from the above, you shall perform certain other duties which are fiduciary in nature and are
as under:
i. You shall act in accordance with the Company’s Articles of Association.

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