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4WT 1TREIR *TTR WEST BENGAL

56‘5"4- W 382523

THIS AGREEMENT is made on this 8th day of April, 2020

BETWEEN

CONTINENTAL VALVES LIMITED, a Company being an existing Company under the

provisions of the Companies Act, 2013 (hereinafter referred to as 'the Company') and having
its registered office at 756, Anandapur, E M Bypass, Kolkata - 700107 of the First Pirt;

AND

SHRI SAMBHU BANERJEE, (DIN No: 01758408) son of Shri Mukunda Lal Banerjee,
resident of 37/1, Laxmi Narayan Motilal Road, Behala, Kolkata-700061, Director (Works) of
the Company [hereinafter referred to as 'Director (Works)' of the Second Part;

WHEREAS:

A) Shri Sambhu Banerjee having consented to continue to act as the Director (Works) of the
Company satisfies the conditions specified in [Part I of Schedule V to the Companies Act,
2013 (the Act)] and other provisions of the Act as may be applicable;

B) Pursuant to the said consent and in accordance with the applicable provisions of law
including approval of the members of the Company to his appointment and remuneration to

Page 1 of 6
 Service Agreement-Shri Sambhu Banerjee

be obtained at the next general meeting pursuant to the Part III of the Schedule V to the
Act, Shri Sambhu Banerjee has been re-appointed as Director (Works) by the Board at its
meeting held on 13th February, 2020 for a period of two year with effect from 8th Day of
April, 2020 on the terms and conditions for renewal of his term and the remuneration
approved by the Nomination and Remuneration Committee and the Audit Committee at
their respective meetings held on 13th February, 2020.

C) Shri Sambhu Banerjee shall continue to be the Occupier of the factory at Sohna, Haryana
[(2 & 10, Rozka Meo Industrial Area, Sohna-122103, Distt. Mewat (Nuh)] pursuant to the
provisions applicable thereto and in addition he is a Principal Officer/Key Managerial
Personnel in accordance with and for the purpose of the Companies Act, 2013 and other
Acts or Rules/ statutes as may be applicable.

D) Shri Sambhu Banerjee has accepted the terms and conditions of the appointment as
contained herein.

NOW, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:

1) Shri Sambhu Banerjee's appointment as the Director (Works) of the Company with effect
from the 8th Day of April, 2020 is for a term of 2 (two) years.

2) The Director (Works) shall exercise and perform such powers and duties as the Board of
Directors of the Company (hereinafter referred to as 'the Board') shall, from time to
time, determine and subject to any directions and restrictions, from time to time, given
and imposed by the Board and further subject to the superintendence, control and
direction of the Board he shall look after the day to day affairs having control,
management and superintendence of the Company's factory at Sohna (Haryana), with
power to sign documents, deeds, agreements and other papers and to do and perform
related acts, deeds and things on behalf of the Company in the ordinary course of
business and in the interest of the Company, provided however, that nothing shall be
done by the Director (Works) which by the Act or Articles of the Company is required to
be transacted at a meeting of the Board by resolution or which shall not be effective
unless approved by the Board. In addition to the foregoing the duties of directors
stipulated by the Companies Act, 2013 have been communicated to the Director (Works).

3) The Company shall pay to the Director (Works) during the continuance of this agreement
in consideration of the performance of his duties as follows:

REMUNERATION
The Remuneration shall be paid monthly or at such intervals as may be decided by the Board
and Director (Works) mutually, and his appointment is subject to the shareholders' approval to
be obtained at the next General Meeting of the Company. The Board (which expression

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 Service Agreement-Shri Sambhu Banerjee

includes a committee thereof) shall be authorized to amend, vary or alter the remuneration set
out herein within the ceiling applicable pursuant to the Sections 197 or other enabling
provisions of the Act:

Term: 8th April, 2020 to 7th April, 2022 (Two Years)

A. Salary : Rs. 96,800/- (Rupees Ninety Six Thousand Eight Hundred only) per month as
Basic Pay
B. House Rent Allowance (HRA) : Rs. 35,144/- (Rupees Thirty Five Thousand One
Hundred and Forty Four Only) per month
C. Conveyance Allowance: Rs. 6,276/- (Rupees Six Thousand Two Hundred and Seventy
Six only) per month
D. Leave Encashment: As per the Rules of the Company.
E. Perquisites / Benefits :
i) Provision of mobile/telephone for official use;
ii) Reimbursement of actual entertainment and travelling expenses incurred by
him for the Company's business;
iii) Any other perquisite(s) or benefit(s) to be borne or reimbursed in accordance
with the Rules of the Company. The perquisites/benefits shall be valued as per
the Income Tax Act, 1961, wherever applicable.

F. He shall not receive any sitting fees for attending meetings of the Board of Directors
and/or Committees thereof, as the case may be, of the Company.
G. Performance Linked Incentive (PLI) of Rs 3 lakhs per annum. Terms & Conditions of
PLI is to be mutually agreed which will be linked to Company's annual performance.

Minimum Remuneration
Where in any financial year during his tenure, the Company has no profits or its profits are
inadequate, the Company will pay the above remuneration to Director (Works) as the minimum
remuneration or remuneration in accordance with the Schedule V of the Act.

The remuneration and the perquisites specified herein will compensate Director (Works) for all
the services rendered by him including any overtime under this Agreement.

The remuneration payable to the Director (Works) as stated in this Agreement shall be deemed
to include valuable consideration in respect of all the services rendered by the Director (Works)
as stated in this Agreement and the Director (Works) hereby acknowledges and admits the
adequacy and sufficiency of such consideration.

4) Director (Works) will forthwith on receipt of instructions from the Board cease to
perform and/or exercise any of the duties powers and/or responsibilities delegated to
Director (Works) by the Board.

Director (Works) shall not at any time make any untrue or misleading statement in
relation to the Company. After the expiry or the termination of his employment
hereunder, he shall not represent himself as being directly or indirectly employed by or
connected with the Company.

6) TERMINATION

Page 3 of 6
 Service Agreement-Shri Sambhu Banerjee

Director (Works) shall be entitled to terminate this Agreement by three (3) months'
notice in writing to the Company, such notice expiring on any day of any calendar
month.
The Company shall be entitled to terminate this Agreement by One (1) month's notice
in writing without cause expiring on any day of any calendar month or basic salary in
lieu of such notice at the sole and absolute discretion of the Company
The Company shall not be liable to Director (Works) for any loss, damages or
compensation of any kind whatsoever arising out of or in connection with such
termination.
Notwithstanding anything contained herein, Director (Works) shall cease to hold his
office and this Agreement shall stand terminated if he vacates his office as director of
the Company under the provisions of Section 167 of the Companies Act, 2013 or under
any provisions of law as may be applicable or if he resigns his office of director of the
Company.
If this Agreement is terminated for any reason whatsoever, or if Director (Works)
resigns from his office, he shall ipso facto cease to be a director of the Company.
On termination of this Agreement or upon request by the Company, the Director
(Works) shall promptly return to the Company all property belonging to the Company
including laptops, cell phones and other amenities provided by the Company and all
correspondence, letters, notes, reports, specifications, formulae, books, documents,
market data, cost data, drawings, effects or records etc. or any other material belonging
to the Company or relating to its business including in its electronic form and shall not
retain or make copies of these items. Upon request, the Director (Works) agrees to
represent in writing to the Company that he has complied with the provisions of this
Clause. The Director (Works) shall also hand over to the Company any patent,
drawings, know-how or intellectual property rights etc. (IPR) developed during his
employment/association with the Company without any consideration thereof and
undertakes not to claim any right, title or interest in such IPR
7) NON — COMPETE AND NON-SOLICITATION

During the term of his employment with the Company and for a period of five (5) years
following the termination of this Agreement (except with the prior sanction of a
resolution of the Board), Director (Works) shall not directly or indirectly compete with
the business of the Company in any capacity nor shall Director (Works) engage or
appoint or cause to engage or appoint any of the employees of the Company in
competition with the Company's business for the time being. The Director (Works)
acknowledges and undertakes that he shall not be entitled to any amount as
compensation for the obligations under this clause.

8) NOTICE

Any notice to be given under this Agreement shall be in writing and shall be deemed
duly given if in the case of the Company, it is left at or sent by registered post or by
facsimile to the registered office of the Company and marked for the attention of the
Board or if, in the case of Director (Works) handed to him or left or sent by registered
post or by facsimile to his last known place of residence.

Page 4 of 6
 Service Agreement-Shri Sambhu Banerjee

9) MISCELLANEOUS

9.1 Director (Works) shall be liable to retire by rotation as stipulated by the

provisions of Section 152 of the Companies Act, 2013

9.2 The headings to the clauses herein are for the sake of convenience only and
have no legal effect.

9.3 No changes in this Agreement will be binding on the Company unless made in
writing and signed by an authorized officer of the Company.

9.4 The Company may assign its rights hereunder in whole or in part in favour of
any of its group or affiliated companies. Director (Works) shall not assign his
rights hereunder.

9.5 No waiver by either party of any breach or series of breaches or defaults in

performance by the other party, and no failure, refusal, or neglect to exercise
any right, power or option given to either party hereunder or to insist upon
strict compliance with or performance of the obligations under this Agreement,
shall constitute a waiver of the provisions of this Agreement with respect to
any breach thereof nor a waiver by such party of its right at any time thereafter
to require exact and strict compliance with the provisions hereof.

9.6 All provisions of this Agreement shall be severable and no such provisions
shall be affected by the invalidity of any other provision to the extent that such
invalidity does not so render other provisions invalid. In the event of the
invalidity of any provision of this Agreement, it shall be interpreted and
enforced as if all the provisions thereby rendered invalid were not contained
herein. If any provision of this Agreement shall be susceptible to two
interpretations, one of which would render the provision invalid and the other
of which would cause the provision to be valid, such provision shall be deemed
to have the meaning which would cause it to be valid.

9.7 If any provision of this Agreement shall be prohibited by or adjudged by a

court to be unlawful, illegal, void or unenforceable such provision shall to the
extent required be severed from this Agreement and rendered ineffective as far
as possible without modifying the remaining provisions of this Agreement and
shall not in any way affect any other circumstances or the validity, legality or
enforcement of the remaining provisions of this Agreement. The parties shall
agree to replace such severed provision by such provision which shall reflect
the fundamental intention of the parties to enter into this Agreement.

9.8 This Agreement contains the full and complete understanding between the
parties and supersedes all prior arrangements and understandings whether
written or oral appertaining to the subject matter of this Agreement and may
not be varied except by an instrument in writing signed by all the parties to this
Agreement.

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 Service Agreement-Shri Sambhu Banerjee

10) GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of
India. Courts of Kolkata shall have exclusive jurisdiction.

IN WITNESS WHEREOF, the parties hereto have set their hands on the day, month and the
year above written at Kolkata.

SIGNED AND DELIVERED by

Shri Abhyuday Bajoria, e•
Director

For and on behalf of CONTINENTAL VALVES

LIMITED (4,45; atiVirck
in the presence of Ms. Averi Misra,
Company Secretary

SIGNED AND DELIVERED by the within named

SHRI SAMBHU BANERJEE

h hAA
in the presence of Shri Arijit Chakraborty
ci-'0414014

Page 6 of 6