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LETTER OF APPOINTMENT Date: Dear Mr./Ms.

Page 1 of 5 LETTER OF APPOINTMENT Date: _____ Dear _____, We thank you for your confirmation to Stovec Industries Limited ( the company ) that you meet the independence criteria as envisaged in Section 149 (6) of the Companies Act, 2013. I am writing to confirm that the Members have approved your APPOINTMENT in General Meeting. This LETTER of APPOINTMENT sets out the terms and conditions covering your APPOINTMENT , which are as follows: 1. APPOINTMENT In terms of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder and Clause 49 of the Listing Agreement, you have been appointed as a Non-Executive Independent Director on the Board of Directors of the company with effect from the date of _____ Annual General Meeting till the conclusion of _____ Annual General Meeting of the company to be held in the calendar year _____.

Insurance The ompany has Directors’ and Officers’ liability insurance and it is intended that the Company will maintain such cover for the full term of your appointment. Page 5 of 5 ... independent judgment in the paramount interest of the company as a whole, while

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Transcription of LETTER OF APPOINTMENT Date: Dear Mr./Ms.

1 Page 1 of 5 LETTER OF APPOINTMENT Date: _____ Dear _____, We thank you for your confirmation to Stovec Industries Limited ( the company ) that you meet the independence criteria as envisaged in Section 149 (6) of the Companies Act, 2013. I am writing to confirm that the Members have approved your APPOINTMENT in General Meeting. This LETTER of APPOINTMENT sets out the terms and conditions covering your APPOINTMENT , which are as follows: 1. APPOINTMENT In terms of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder and Clause 49 of the Listing Agreement, you have been appointed as a Non-Executive Independent Director on the Board of Directors of the company with effect from the date of _____ Annual General Meeting till the conclusion of _____ Annual General Meeting of the company to be held in the calendar year _____.

2 Your APPOINTMENT including re- APPOINTMENT after the end of above tenure shall be subject to the extant provisions of the Companies Act, 2013, as amended, from time to time. The term Independent Director should be construed as defined under the Companies Act, 2013 and the listing agreement. As an Independent Director you are not liable to retire by rotation. 2. Committees You are currently a member of the _____ Committee(s) and the Chairman of _____ Committee(s) of the Board of Directors of the company . The Board of Directors (the Board) may invite you for being appointed on one or more of the existing Board Committees or any Committee(s) that may be set up in the future.

3 Your APPOINTMENT on such Committee(s) will be subject to the applicable legal requirements. 3. Time Commitment As a Non-Executive Director Independent Director you are expected to bring objectivity and independence to the Board s/Committee(s) discussions and help provide the Board/Committee(s) with effective leadership in relation to the company s strategy, Page 2 of 5 performance, as well as ensuring high standards of financial probity and corporate governance. The Board and the Audit Committee meet at least four times in a year. The meetings of other committees are held as per requirement. You will be expected to attend the Board, the Board Committees and the Annual General Meetings and to devote sufficient time, as required for you to discharge your duties effectively.

4 By accepting this APPOINTMENT , you confirm that you are in a position to allocate sufficient time to meet the expectations of your role to the satisfaction of the Board. 4. Fiduciary Duties Your role and duties will be those normally required of a Non-Executive Independent Director under the Companies Act, 2013 and the listing agreement. There are certain duties prescribed for all Directors, both Executive and Non-Executive, which are fiduciary in nature and inter alia are as under: I. Subject to the provisions of Companies Act, 2013, you shall act in accordance with the company s Articles of Association. II. You shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company , its employees, the shareholders, the community and for the protection of environment.

5 III. You shall discharge your duties with due and reasonable care, skill and diligence and shall exercise independent judgment. IV. You shall not involve yourself in a situation in which you may have a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company /SPGP rints or bring discredit to it. V. You shall not assign your office as Director and any assignments so made shall be void. VI. You shall abide by the Code of Conduct for Independent Directors as outlined in Schedule IV to the Companies Act, 2013, as amended from time to time to the extent relevant and applicable to your role. The present code is annexed hereto as Annexure A.

6 5. Code of Business Conduct & Ethics You shall adhere to the company s Code of Business Conduct & Ethics for Board of Directors and Senior Management Personnel. The same is annexed hereto as Annexure B. Page 3 of 5 6. Status of APPOINTMENT and Remuneration You will not be an employee of the company and this LETTER shall not constitute a contract of employment. You will be paid remuneration by way of sitting fees for attending meetings of the Board and its Committees as may be decided by the Board from time to time, subject to such statutory approval, if any required. The sitting fees presently paid to a Non-Executive Independent Director are as under: Type of Meetings Sitting fees (in Rs.)

7 Board Meeting 54,000/- Audit Committee Meeting 27,000/- Stakeholders Relationship Committee Meeting Nil Nomination and Remuneration Committee Meeting 13,500/- CSR Committee Meeting 13,500/- Committee of Directors Meeting 13,500/- 7. Reimbursement of Expenses In addition to the sitting fees described in paragraph 6, if the meeting is held in place other than your current place of residence Mumbai, the company will, for the period of your APPOINTMENT , reimburse you reasonable expenses incurred in the discharge of your roles/duties including: Airfare to attend the Board or Committee meetings or General Meetings of Members, Court Convened Meetings or Meetings with Creditors, wherever applicable.

8 Accommodation in a hotel of high standing during the days of the Board and Committee Meetings or General Meetings of Members, Court Convened Meetings or Meetings with Creditors, and during the day prior to such meetings and/or on the day of the meeting and/or a day after the meeting, as may be necessary. Page 4 of 5 Out-of-pocket expenses like conveyance, food and incidentals that are incurred while attending Board and Committee meetings or General Meetings of Members, Court Convened Meetings or Meetings with Creditors. 8. Conflict of Interest It is accepted and acknowledged that you may have business interests, memberships other than those of the company .

9 As a condition to your APPOINTMENT commencing, you are required to declare any such directorships, appointments and interests to the Board in writing from time to time. In the event that your circumstances seem likely to change and might give rise to a conflict of interest or, when applicable, circumstances that might lead the Board to revise its judgment that you are independent; the same should be disclosed to the Board of Directors. 9. Confidentiality All information acquired during your tenure of directorship shall be treated as confidential and should not be disclosed to third parties without prior written approval from the CEO of SPGP rints Group, unless required by law or by the rules of any stock exchange or regulatory body.

10 In the latter case, you would be required to suitably inform the CEO of SPGP rints Group, of such an event or disclosure. You should direct any media queries or approaches to the appropriate spokesperson within the company . On request, you shall surrender any documents and other materials made available to you by the company . 10. Dealings in shares You are required to comply with the company s Insider Trading Code of Conduct. This code inter alia prohibits the Directors from dealing in the company 's shares during the period when the trading window is closed. You are also required to comply with the applicable SEBI insider trading laws and regulations, as amended, from time to time.


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