Letter of Appointment

Date : Mr./Ms. Emp Code: Area : Branch :

01/11/2009 Dhruba Jyoti Gogoi C60002 DELHI DELHI-SAKET

Dear

Dhruba Jyoti

We would like to inform you that there have been some changes that have been effected in the appointment letters to make them legally compliant and also keeping in mind the increased external accountabilities, requirements of Corporate Governance and also a commitment to provide an environment free from sexual harassment and discrimination, many new clauses have been incorporated into the contract of employment that needs to be accepted. These have been communicated to every employee and we require you to kindly go through the same and, convey your acceptance of the revised terms and conditions of service within 15 days. The changes contemplated do not adversely affect the terms and conditions of service and the monthly emoluments of employees. You are requested to kindly go through the Annexure-1 attached herewith for details on the terms and conditions of your appointment and the rules and policies which is to be strictly followed and complied with under the Company’s Code of Conduct. The details of your CTC is mentioned in Annexure -2 attached herewith. Nevertheless, any person having any query may address them to HR or their immediate superior and they will be responded to at the earliest. We earnestly solicit your cooperation in this matter.

Yours faithfully,

For India Infoline Limited

______________________________________________________________________________________ ACCEPTANCE I,Dhruba Jyoti Gogoi, agree and accept the terms and conditions.

________________________________ Signed and Accepted Date: Place: [Note: Please ensure to initial each page of the Letter to Appointment]

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ANNEXURE - 1
The terms and conditions of your employment are as follows:

1.

Appointment

1.1

This contract term commences from the date of your joining the services of the company. Your appointment is subject to verification of your credentials, testimonials and other particulars mentioned in your application at the time of your appointment. In case, the information provided is found wrong, your appointment shall be liable to be terminated without any notice or notice pay in lieu of notice. This offer of appointment is subject to: i. submission of copies of your certificates and testimonials you have mentioned in your application/ resume and two passport size photographs. ii. salary certificate and relieving letter from your previous employer. iii. submission of two acceptable references. iv. Your appointment is subject to you being found medically fit and your retention of reasonable medical fitness during the tenure of your employment. If for any reasons on grounds of health you are unable to attend work for a period of 240 days in the preceding twelve months, or in the opinion of a doctor appointed by the company, you are unable to come to work on grounds of ill health, your services are liable to be discharged on grounds of medical unfitness and you will be paid one month’s salary in lieu of notice and you will be discharged from the services of the company.

2.

Probation and Confirmation

2.1 You will be on probation for a period of SIX Months from the date of Joining. 2.2 If, at the end of the probation, you are found suitable in the appointed post, you will be confirmed in the employment of the company by an order in writing. 2.3 The Company reserves the right to extend your probation period if your performance is not found satisfactory. 2.4 The Company reserves the right to terminate your employment during the probation period if your performance is not found satisfactory by giving 15 days notice. 2.5 You may terminate your employment with the Company during the probation period by giving 15 days written notice or 15 days salary in lieu of notice period. 2.6 Upon your confirmation in service with Company, the notice period for termination of employment from either party would be 15 days. 2.7 You will be required to perform as per the directions of the company and achieve such targets/results that have been determined and communicated to you from time to time. If you fail to achieve the said targets/ results/ goals that have been communicated to you and your performance does not come up to the requirements of the company, your services are liable to be terminated under this clause without any notice or notice pay in lieu of notice. Any termination effected under this clause may be appealed to the authority signing the letter of transfer or any superior authority, which is empowered to modify, rescind or confirm the said order.

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2.8

Regularity in attendance and punctuality at work are an implied condition of service and any absence without intimation or authorisation for a period extending beyond three days continuously may lead to termination from the employment without any notice or notice pay in lieu of notice under this clause. Any termination effected under this clause may be appealed to the authority signing the letter of transfer or any superior authority, who is empowered to modify, rescind or confirm the said order if the reasons for your absence are satisfactory. Notice Pay in the employment contract would mean Basic plus any allowances that are paid on a monthly basis to an employee, if he were to attend duties. Payment of any bonus linked to performance is entirely discretionary and would be subject to the financial performance of the division/ company/ unit where you are engaged and your own contribution to the overall team performance. This payment is also subject to your being in employment for the entire financial year to be eligible for bonus and if at any time during the financial year, you leave the employment of the company for any reason whatsoever, you will not be eligible to this bonus.

2.9

2.10

3.

Code of Conduct

3.1

On your employment with the Company, you shall devote your full business time and attention to the performance of your duties as an employee of the Company. You shall render services exclusively to the Company. You shall not engage in any outside interest or activity whether directly or indirectly (including any other employment service or work in any trade, business or occupation) or take up any appointment including directorship of any company during your term of employment with us, except with the written permission of the company. Your appointment is subject to the company rules and regulations and existing service conditions of the Company and any amendments thereto that may be brought into force from time to time. The normal working hours of the establishment to which you are attached are applicable to you. However, the Company reserves the right to modify/alter your hours of work from time to time. Transfer: Transfer is an incident and condition of service. Your services are liable to transfer to anywhere in India and to any group company, existing or likely to come into existence in future. You are liable to be transferred from one job to another job, or from one department to another department or to any branch or any establishment, which is existing or likely to come up in future at any location of the company any where in India, its affiliate, or customers/ vendors within India as and when required by the Management and you shall do such other work which will be assigned to you by the Management from time to time as per Company policy.

3.2

3.3

3.4

3.4.1

If you do not report to the transferred location within 7 days of the date you are supposed to report for duty, your services are liable to be terminated without any notice or notice pay in lieu of notice. Any termination effected under this clause may be appealed to the authority signing the letter of transfer or any superior authority, which is empowered to modify, rescind or confirm the said order. Upon joining the Company, you will carefully follow and comply with the policy of the Company and code of conduct-for prevention of Insider Trading including the code of conduct for Directors’ and Senior Management Personnel including the sexual harassment policy announced by the Company.

3.5

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3.6

Further you agree and undertake that during the course of your employment you shall not indulge into any of the following acts: · Trade on your own account by pledging the credit of the Company · Trade on account of the Company and enter into any transaction of a speculative or gambling nature, or otherwise subject the Company to risk · Trade in clients account without any authorisation · Enter into any commitment, dealing or obligation on behalf of the Company, except to the extent as empowered by a resolution of the Board of Directors of the Company. Additionally, any act on your part which is detriment to the Company, including but not limited to dishonesty, misconduct, non-performance, etc. and breach of any of the terms and conditions and stipulation contained herein is liable to lead to termination without any notice or notice pay in lieu of notice. Notwithstanding anything to the contrary contained herein, the Company shall be entitled to forthwith terminate your appointment without any notice or payment of any kind in lieu of notice or otherwise for any misconduct or any behaviour that is likely to impair or harm the image and/or reputation of the company. Incase of any losses incurred by the Company due to your acts, commissions, omissions, etc., you agree and undertake to indemnify the Company for the same from time to time even after your exit from the Company. The company will be entitled to discharge you on grounds of loss of confidence by giving written notice or payment in lieu of the same as per clause 2.4 and 2.6. If by any behaviour or conduct you forfeit the trust or confidence of the company. In the event of you not being available for work in the company because of your being in jail, absconding or not being available inspite of being intimated about your absence and there is no communication from you regarding your absence.

3.7

3.8

4.

Licenses and Registration

4.1

Your appointment is further subject to you successfully applying for and being granted all necessary registrations, with the appropriate authorities as soon as possible, wherever applicable and necessary. The Application Forms will be given to you upon signing this letter of employment, and you will be required to complete them and return them to us for lodging within week’s time and preferably before your joining date. You shall not perform or undertake any activities at any time during the course of your employment for which you are not duly and properly registered and/or licensed. In the event that you do not successfully secure appropriate licenses and registrations within a reasonable time (in the opinion of the Directors of the Company), the Company shall review your terms of employment. If at any time during the course of your employment you cease to be duly and properly registered or licensed to undertake the whole or any part of your responsibilities under the terms of your employment, then: i. You shall with immediate effect cease to carry out the responsibilities for which you are required to be registered or licensed; and ii. The Company shall be entitled at its election to review the terms and conditions of your employment in the manner that it thinks fit, including terminating you from the employment without any notice or notice pay under this clause.

4.2

5.

Working Hours

Your official working hours will be 9.30 a.m. to 6.00 p.m., Mondays to Saturdays or such other time as may be informed from time to time, as per the Management decisions. However, due to business exigencies and within your capacity, you may need to extend beyond the said working hours.
6. Annual Leave

Your Annual Leave entitlement will be determined pursuant to the rules of employment of the Company and other relevant Company regulations, depending upon your length of employment and attendance record

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subject to a maximum of 24 days. For further details, you may refer to the Company Leave Policy. You may be requested to take a period of mandatory leave from each year’s Annual Leave entitlement.
7. Confidential Information and Exclusivity

In performing your duties you may from time to time receive or obtain information from the Company or a related or associated or subsidiary or affiliated company, or otherwise have access to information relating to client or business information, business plans, systems, personnel, or other information of a confidential nature (“the Information”). 7.1 7.1.1 Consideration of the Company making the Information available to you, you undertake and agree that you will: keep the Information confidential at all times and not divulge or communicate to any person, other than those approved in writing by the Company, any of the Information which you may (whether before or after the date of this letter) receive or obtain; not use the Information for any purpose other than in connection with your services to the Company; immediately return or destroy (at the Company’s option) the original and all copies of any records of the Information (in whatever form) and all notes and other documents embodying any of the Information on the first to occur of any of the following: 1. On the Company’s demand; 2. On termination of this agreement. The above provisions shall not apply to any information that you can prove: is in, or has entered the public domain otherwise than as a result of publication or disclosure by you; was previously known to you: (a) without breach of any duty of confidence (whether contractual or otherwise); or (b) other than as a result of the Company disclosing it to you; or (c) was rightfully obtained by you from a third party without breach of any duty of confidence. is required to be disclosed by law, but only to the extent and for the purpose of such disclosure.
Intellectual Property Rights

7.1.2 7.1.3

7.2 7.2.1 7.2.2

7.2.3
8.

8.1

You acknowledge that the Company is the owner of all intellectual property and intellectual property rights, including without limitation all patents, trademarks, service marks, copyrights, design rights used in connection with its products and services and the goodwill attaching thereto, and that you shall have no rights in respect thereof other than to use the same for the purposes of and on the terms of this Agreement. You shall not alter, remove, obscure or add to any of the marks, trademark numbers or other intellectual property or other means of identification on product or services of the Company or knowingly allow others to do so. All written work or invention made or produced by you in connection with your activities during the period of this Agreement shall inure exclusively to the Company. In so far as such work or invention relating to all types and protected by copyright or trademark or patent or design or other intellectual property rights, or any inventions of yours and technical suggestions for improvement as well as methods of engineering, patents, utility models, design, copyrights, trade marks, other intellectual property rights and the like developed by you in connection with your activities for the Company following this Agreement hereby grant the Company the exclusive and unrestricted right of use for all purposes. Such right of use shall remain valid even after the termination of the service relationship. There shall be no entitlement to any remuneration for granting such right of use. Such work or invention shall be fully compensated by the contractual remuneration specified in this Agreement. You shall from time to time following this Agreement and during your employment hereunder fully

8.2

8.3

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disclose to the Company any inventions or discoveries you may make or discover and any improvement or mode of performing thereof arising out of or in connection with the business of the Company. You agree not to claim any proprietary interest in any such inventions, discoveries or improvements. 8.4 All customer relations, goodwill, franchise, improvement or design conceived by you during continuance of this Agreement with the Company shall become the exclusive property of the Company and you shall provide all such information and execute such document(s) which may be requested by the Company in order to perfect the title of Company on such intellectual property.
Compliance

9.

During the continuance of the employment you are expected to comply with the Company’s policies, practices and procedures and, if required, sign any necessary documentation with respect to such policies, practices and procedures.
10. Assignment

10.1

All customer relations, goodwill, franchise, improvement or design conceived by you while in our employment of the Company shall become the exclusive property of the Company. For the purpose of this clause, the expression 'the Company' shall in addition to Money line Credit Pvt. Ltd., mean and include other firm, group concern, person or Company, subsidiary to or affiliated with it. It is also expressly agreed by you that the Company shall be entitled to transfer your services provisionally for any duration or permanently, wholly or partly to any Company which is an associate, affiliate, successor, parent or subsidiary to the Company.
Other Requirements

10.2

11.

11.1

You represent and warrant that you are not subject to any agreement, arrangement, contract, understanding,court order or otherwise, which in any way directly or indirectly restricts or prohibits you from fully performing the duties of your contract with the Company No waiver, amendment, extension or other modification of this agreement shall be effective unless in writing and signed by each party. You shall during the existence of this Agreement not engage in any criminal acts, consume or be “high” on drugs or alcohol while on Company premises or performing services, engage in harassing, criminal, defaming, political, personal or sexual acts while performing services, on company premises or using company resources. Any such act on your part shall give the Company absolute discretion to terminate this Agreement with immediate effect without any notice or notice pay.

11.2

11.3

12.

Termination

12.1

Your employment with the company hereunder may be terminated forthwith by the company without notice if you: i. become insolvent or commit an act of bankruptcy or compound or make any composition or arrangement with your creditors; ii. are guilty of any misconduct (including but not limited to any serious or repeated breach of the terms of your employment) or dishonesty or act in a way which in the reasonable opinion of the Directors of the company may damage or tend to damage the reputation of the Company; iii. have indulged in any act of sexual harassment or behaviour or conduct unbecoming of a responsible officer of the company, likely to damage the image and or reputation of the company

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iv. engage in any employment with any employer contemporaneously with your employment with the company without prior consent in writing of the Company. This condition shall apply to any employment regardless of whether it is undertaken outside of your norms of duty with the Company. 12.2 Without prejudice to Paragraph 12(1) above, the employment can be terminated by either party at any time by giving written notice or payment in lieu of the same as per clause 2.4 and 2.6. Either party may elect to pay to the other in lieu of notice period such proportion of amounts as is equivalent to the proportion of the notice period that is unexpired. If you resign from the Company, you may offset the notice period by any leave that has not been availed, entirely at the discretion of the company. However, where a person is holding senior responsibility or specialized training, he may be directed to serve the notice period fully and in such cases, even where any leave balance exists, the person shall be liable to serve the notice period fully. Notwithstanding any other provision of this Agreement, the Company shall be under no obligation to vest in or assign to you any duties or work. During any period of notice as provided for in Paragraph 12(2), the Company may suspend you on full pay from the performance of your duties and work and exclude you from the premises of the Company. Your services are liable to be suspended pending enquiry if you have indulged in any misconduct and during the period of suspension, you will be eligible to a subsistence allowance of 50% of the basic and dearness allowance if any during the period of suspension.
Return of Company Property / Assets

12.3

12.4

13.

Upon the termination of your employment with the Company, you must immediately deliver and return to the Company or its authorised representative all materials in any form whatsoever which may be in your possession, custody or control which are the property of the Company or the Group or which contain any information obtained by you in the course of your employment and which relates to the affairs of the Company or the Group or any of their clients.
14. Non - Solicitation

You will not, whether by yourself, your employees, agents or representatives or otherwise howsoever and whether on your own behalf or for any other person, firm, sole proprietor concern, company or organisation or body corporate directly or indirectly in competition with the Company solicit any business from or canvass or otherwise have dealings with any person, firm, company or body corporate with whom or with which the you have had personal dealings in the course of your employment with the Company and who or which at any time during the period of 6 (six) months immediately preceding the date of the termination of this Agreement was an officer, employee, agent, representative, manager, client, customer or supplier or who was to be a prospective client, customer or supplier.
15. Territorial Jurisdiction:

The parties hereby irrevocably and unconditionally consent to submit to the exclusive territorial jurisdiction of the Courts in Mumbai for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby and the parties agree not to commence any action, suit or proceedings relating hereto except in such courts. Each of the parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceedings arising out of this Agreement or transactions contemplated hereby, in such courts and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceedings brought in any such court has been brought in an inconvenient forum. In any action to enforce any of the terms or provisions of this Agreement or on account of the breach hereof the prevailaing party shall be entitled to recover all its expenses, including without limitation, reasonable lawyers fees.

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16.

Arbitration:

Any dispute or differences whatsoever arising between the two parties out of or relating to the construction, meaning and operation or effect of this contract or the breach thereof shall be settled by Arbitration, in accordance with and subject to the provisions of the Arbitration and Concilation Act of 1996. It is mutually agreed between the parties that for the purpose of Arbitration under this contract, the venue of Arbitration shall be Mumbai only.
17. Address for the purposes of Communication:

Any communication sent to the following address shall be deemed to be proper service of the communication: Mails sent to the address: Company: India Infoline Ltd. Email Id: hrhelpdesk@indiainfoline.com Fax: 022-26850451 Employee Personal email id: The parties undertake that they shall communicate any change in address within one month of any change taking place in the above particulars and the said change shall be deemed to become effective if sent by Registered Post to the above address or the personal email id or fax number of the parties mentioned above. The terms and conditions that are not specifically set forth in this letter will be determined pursuant to the applicable laws of India and the Company’s policies and code of conduct, which may be amended from time to time. This Agreement shall be governed by and construed in accordance with the law of India. If you are in agreement with the conditions outlined in this letter including the annexures, please signify your receipt and acceptance and return a copy of this letter to us. Yours faithfully,
For India Infoline Limited

_____________________________________________________________________________________ ACCEPTANCE

I, Dhruba Jyoti Gogoi, agree and accept the terms and conditions.

_________________________________ Signed and Accepted Date: Place: [Note: Please ensure to initial each page of the Letter to Appointment]

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ANNEXURE - 2

Terms and conditions of your CTC as agreed between you and the Company is as below:

1.

Your Annual CTC will be 150,000.00 (Including variable Business Development Incentive (BDI) of Rs.0.00). This would be reviewed periodically and may be restructured as per the Company policy, same shall be communicated to you in writing. Any other payment / performance bonus payable to you apart from the above mention amount would be communicated separately in writing to you. The same shall become payable at the end of the Company’s Financial year and would be at the discretion of the Company. This amount may be payable in one or more installments, provided you are eligible and you are under active employment with the Company at the time of such payment being made. Any other payment / performance bonus payable to you apart from the above mention amount would be communicated separately in writing to you. The same shall become payable at the end of the Company’s Financial year and would be at the discretion of the Company. This amount may be payable in one or more installments, provided you are eligible and you are under active employment with the Company at the time of such payment being made. You will also be eligible to such benefits as applicable to our employees as notified from time to time and be pain apart from certain fixed components as well as variable and performance linked payments.This information pertaining to the above components as well as the variable components will be available on the company's intranet or as communicated to you personally. All the CTC related details pertaining to you are unique in nature and should not be shared with anyone else, not following the above would result in necessary disciplinary action as per Company policy being taken action against you.

2.

3.

4.

5.

Yours faithfully,
For India Infoline Limited

______________________________________________________________________________________ ACCEPTANCE

I, Dhruba Jyoti Gogoi agree and accept the terms and conditions.

________________________________ Signed and Accepted Date: Place: [Note: Please ensure to initial each page of the Letter to Appointment]

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