CFO Agreement Jan 1

STRICTLY WITHOUT PREJUDICE AND ON CONDITION THAT THIS DRAFT OR THE
CONTENTS THEREOF SHALL NOT BE OFFERED AS EVIDENCE IN ANY PROCEEDINGS

WHATEVER AND NO CLAIM CAN BE BASED THEREON UNLESS AN ENGROSSMENT
PURSUANT HERETO IS DULY SIGNED BY ALL THE PARTIES.
AGREEMENT FOR APPOINTMENT OF CHIEF FINANCIAL OFFICER

FOR STI INDIA LIMITED
This Agreement made at _____________________________ on day of

December 2007 at Mumbai between (1) STI INDIA LIMITED, a listed public
company incorporated under the provisions of the Companies Act, 1956, and
having its registered office at Rau-Pithampur Link road, Tehsil-Mhow, District –
Indore 453 332 (M.P.), India hereinafter referred to as the “Company” (which
expression shall unless it be repugnant to the meaning or context thereof, include
its successors in interest) of the FIRST PART;
AND
(2) EIGHT CAPITAL MASTER FUND LIMITED, a fund duly organized and
existing under the laws of Cayman, Island and having its registered office at C/o
M & C Corporate Services Limited, P.O. Box 309 CE 1, Ugland House, South
Church Street, George Town, Grand Cayman, hereinafter referred to as “Eight
Capital” (which expression shall unless it be repugnant to the meaning or context
thereof, include its successors in interest and permitted assigns) of the SECOND
PART;
AND
(3) SPINNAKER GLOBAL OPPORTUNITY FUND LIMITED, an open-end

investment fund duly organized and existing under the laws of British Virgin
Island with its registered office at C/o Maples Finance BVI Limited, Sea meadow
House, P.O. Box 178, Road Town, Tortola, British Virgin Islands, hereinafter
referred to as “Spin Opportunity” (which expression shall unless it be repugnant
to the subject or context thereof, include its successors in interest and permitted
assigns) of the THIRD PART;
AND
(4) SPINNAKER GLOBAL EMERGING MARKETS FUND LIMITED, an open-

end investment fund duly organized and existing under the laws of British Virgin
1 M/s. Manilal Kher Ambalal & Co.,
PreliminaryDraft for Discussion Advocates, Solicitors & Notary
referred to as “Spin Emerging” (which expression shall unless it be repugnant to

the subject or context thereof, include its successors in interest and permitted
assigns) of the FOURTH PART;
AND
(5) SPINNAKER GLOBAL STRATEGIC FUND LIMITED an open-end

investment fund duly organized and existing under the laws of British Virgin
referred to as “Spin Strategic” (which expression shall unless it be repugnant to
the subject or context thereof, include its successors in interest and permitted
assigns) of the FIFTH PART;
AND
(6) DR. R. B. BAHETI , an Indian National, residing at 23, Old Palasia, A.B.
Road, Indore (M.P.) 452 001 (which expression shall unless repugnant to the
meaning or context thereof, be deemed to include his respective heirs, executors
and administrators, or successors in interest) of the SIXTH PART;
AND
(7) MR. K. N. GARG, an Indian National, residing at

________________________ (which expression shall unless repugnant to
the meaning or context thereof, be deemed to include his respective heirs,
executors and administrators, or successors in interest) of the SEVENTH PART;
AND
(8) EAST WEST FINANCE PRIVATE LTD., a company incorporated under the
provisions of the Companies Act, 1956, and having its registered office at
__________________________________ (which expression shall unless
it be repugnant to the meaning or context thereof, include its successors in
interest) of the EIGHTH PART;

AND
(9) GOODEAL INVESTMENT & FINANCE PVT LTD., a company incorporated

under the provisions of the Companies Act, 1956, and having its registered office
at_________________________________(which expression shall unless
it be repugnant to the meaning or context thereof, include its successors in
interest) of the NINTH PART;
AND
(10) STI PRODUCT INDIA LTD., a company incorporated under the provisions
of the Companies Act, 1956, and having its registered office at
__________________________ (which expression shall unless it be
repugnant to the meaning or context thereof, include its successors in interest) of
the TENTH PART;
AND
(11) HYSON INVESTMENT AND FINANCIAL PVT LTD., a company

incorporated under the provisions of the Companies Act, 1956, and having its
registered office at _____________________________(which expression
shall unless it be repugnant to the meaning or context thereof, include its
successors in interest) of the ELEVENTH PART;
AND
(12) STI FINANCE LTD., a company incorporated under the provisions of the
Companies Act, 1956, and having its registered office at
_____________________________ (which expression shall unless it be
the TWELFTH PART;
AND
(13) RBG INVESTMENT AND FINANCE LTD., a company incorporated under

the provisions of the Companies Act, 1956, and having its registered office at
___________________________(which expression shall unless it be


the THIRTEENTH PART;
AND
(14) STI SECURITIES PRIVATE LTD., a company incorporated under the

the FOURTEENTH PART;
AND
(15) IDBI TRUSTEESHIP SERVICES LTD., a company incorporated under the

the FIFTEENTH PART;
AND
(16) NARIMAN POINT FINANCE LTD., a company incorporated under the

the SIXTEENTH PART;
WHEREAS :
A. The Company is engaged in the business of spinning, manufacturing and

exporting cotton yarn and knitting fabrics.
B. The Company had a total turnover and working capital loan as on 31st
December, 2006 of approximately Rs.195.46 Crores (Rupees One
Hundred Ninety Five Crores and Forty Six Lakhs only). The Company
reached One Time Settlement (OTS) with the Outgoing Secured Lenders.

C. Due to the recessionary market conditions in the past period and high
costs, the Company incurred losses and as a result of which the Company
filed a reference with BIFR on 30th October 2002, which is registered as
Case No.743 of 2002 and which is pending till date.
D. The Company was desirous of procuring investments from suitable

investors to fund part of the Capital Expenditure and Working Capital
requirements pending the completion of OTS with the Outgoing Secured
Lenders and, therefore, requested the Investors herein to invest in the
Company to facilitate the said process.
E. Pursuant thereto, Eight Capital Master Fund Limited subscribed to

Convertible Debentures Series 1 and 3 together for an aggregate amount of
Rs. 28 Crores and warrants convertible into equity shares (on which 10%
upfront payment of Rs.12,75,000/- was made) on the terms and
conditions contained in the various documents executed from time to time
by and between the Company, Promoters and securities created in respect
thereof. Eight Capital Master Fund Limited along with Spinnaker Global
Opportunity, Spinnaker Global Emerging And Spinnaker Global Strategic
also subscribed to Convertible Debentures Series 2 and 4 together for an
aggregate amount of Rs.113 Crores on the terms and conditions contained
in the various documents executed from time to time by and between the
Company, Promoters and securities created in respect thereof.
F. Even after the Investors investing the funds as mentioned hereinabove, the
working and the financial condition of the Company has worsened over
the past one year due to which and in consideration of the Investors being
out of pocket for an aggregate sum of Rs. ______________/-, the
parties hereto are desirous of appointing a Chief Financial Officer (CFO)
for the Company in the interest of all to manage the financial affairs of the
Company more efficiently who shall be vested with appropriate authority
and discretion to ensure corrective measures are put in place and improve
the working and the financial condition of the Company.
NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY

MUTUALLY AGREED AND DECREED BY AND BETWEEN THE
PARTIES HERETO AS UNDER:-
1. DEFINITIONS:
For the purpose of this Agreement, in addition to the terms defined in the
description of Parties to this Agreement, the recitals hereinabove and the text of
this Agreement, wherever used in this Agreement, unless repugnant to context or
meaning thereof, the following expressions shall have the following meanings:
(a) “Act” means the Companies Act, 1956 (1 of 1956) and as amended
from time to time and any successor legislation thereto, except
where otherwise expressly provided for.
(b) “Agreement” means this Agreement dated this _____ day of

December, 2007 executed between the parties along with all the
modifications and/or amendments, annexure, attachments,
exhibits and Schedules attached hereto.
(c) “Articles” means the Articles of Association of the Company.
(d) “BIFR” means the Board of Industrial and Financial

Reconstruction constituted under the Sick Industrial Companies
(Special Provisions) Act, 1985.
(e) “Board” shall mean the Board of Directors of the Company.
(f) “Chief Financial Officer” means the Chief Financial Officer

appointed hereunder.
(g) “Company” shall mean STI India Limited.
(h) “Laws” means all applicable laws, by-laws, rules, regulations,

orders, ordinances, protocols, codes, guidelines, policies, notices,
directions, judgments, decrees or other requirements or any other
official directive of any Governmental Authority or persons acting
under the authority of any Governmental Authority and/or of a
stock exchange, whether in effect on the date of this Agreement or
thereafter.

(i) “Lenders” shall mean the Term Loan Lenders and Working
Capital Lenders as specified in Schedule 5 to the Investment
Agreement dated 1st February, 2007 and Investment Agreement
dated 26th March, 2007.
(j) “Memorandum” means the Memorandum of Association of the

Company.
(k) “Warranties” means the warranties, representations and

undertakings as referred to and contained herein.
2. INTERPRETATION:
(a) Any reference to any statute or statutory provision includes a

reference to that statute or statutory provision as from time to time
amended, extended, consolidated or re-enacted;
(b) Unless otherwise specified, words importing the singular include

(where appropriate) the plural, words importing any gender include
(where appropriate) every gender, and (in each case) vice versa;
(c) Unless the context otherwise requires, words importing persons

include bodies corporate and unincorporate;
(d) All warranties, representations, indemnities, covenants, agreements

and obligations given or entered into by more than one person are
given or entered into [jointly and] severally unless otherwise
specified;
(e) The headings in this Agreement are inserted for convenience only
and shall not affect the interpretation of this Agreement in any
manner whatsoever;
(f) The Parties of the Second, Third, Fourth and Fifth Parts shall be
collectively referred to as the “Investors”;

(g) The Parties of the Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh,
Twelfth, Thirteenth and Fourteenth Parts shall be collectively
referred to as the “Promoters”.
(h) The Parties of the Fifteenth Part shall be referred to as the

“Trustees”.
(i) The Parties of the Sixteenth Parts shall be referred to as the

“Shareholders”.
3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF

THE PROMOTERS AND THE COMPANY:
The Promoters and the Company jointly and severally represent, warrant and
covenant as of this date as follows:
(a) The Promoters and the Company have requisite power and
authority to appoint a Chief Financial Officer in respect of the
Company and that they have requisite power and authority to make,
execute, deliver and perform all the terms and conditions as
envisaged under this Agreement herein and to consummate the
transaction as is contemplated herein.
(b) The execution, delivery, and performance by the Promoters and the
Company of this Agreement and the appointment of the Chief
Financial Officer as contemplated herein, will not (i) violate any
provisions of the Memorandum and Articles of Association or other
constituent documents, (ii) violate any provision of the Act or law or
any order of any court or government applicable to it.
(c) The Promoters and the Company represent warrant, covenant and
undertake with each of the Investors and the Shareholders that all
formalities in respect of seeking the requisite approvals from the
Board and/or the shareholders of the company and of filing the
requisite forms under the Act in respect of appointment of the Chief
Financial Officer for the Company and/or any other issues that may
arise under any law for the time being in force in respect thereof
shall be complied with by the Promoters and the Company so as to

give effect to the appointment of the Chief Financial Officer for the
Company and allow him to discharge his duties efficiently under the
provisions of any law as applicable from time to time.
4. APPOINTMENT OF THE CHIEF FINANCIAL OFFICER:
It is agreed by and between the Promoters and the Company on one hand
and the Investors and the Shareholders on the other hand that a director
shall be nominated by the Investors and such director shall be appointed as
Chief Financial Officer for the Company with the powers as are vested in
him in terms of this Agreement and under any law for the time being in
force. It is further agreed that the company and the promoters will arrange
to procure the approvals of the Board of directors and of the shareholders,
as may be legally required for the appointment of the investors’ nominee
director as the Chief Financial Officer, as contemplated herein.
5. POWERS AND DUTIES OF THE CHIEF FINANCIAL OFFICER:
(a) It is agreed by and between the Promoters and the

Company on one hand and the Investors and the Shareholders on
the the other hand that the Chief Financial Officer so appointed
shall be invested with full powers to administer and supervise
financial, treasury, tax and accounting (including the annual audit
performed by the independent accounting firm) functions, credit
collection procedures and operations, to establish, maintain and
supervise internal controls, and to perform any other functions
relating to the financial affairs of the Company without any
intervention and/or restrictions from the Promoters and
shareholders of the Company. It is further agreed that he shall have
the power to maintain or cause to be maintained, full and accurate
books of accounts reflecting all assets, liabilities and transactions of
the Company and to supervise the preparation of all budgets
necessary or desirable in relation to receipts or expenditures of the
Company and to supervise the preparation of the documents which
the company or Board of Directors are required to submit to any
authority (statutory and/or non-statutory) under any provision of

law applicable to the Company for the time being in force. It is
further agreed by the aforesaid Parties that the Chief Financial
Officer shall be vested with due authority to keep a check on the
Borrowings made by the Company and the Promoters on behalf of
the company from third parties for the working of the Company or
otherwise.
(b) It is agreed by the aforesaid Parties that the Annual

Accounts of the Company will be signed and sanctioned by the Chief
Financial Officer before the same are placed before the Board of
Directors of the Company or before the general meeting of the
company.
(c) It is agreed by and between the Promoters and the

the the other hand that the Chief Financial Officer shall be informed
promptly by the former of all material financial developments in the
company.
(d) It is agreed by and between the Promoters and the

the the other hand that the Chief Financial Officer shall, on request,
be provided with such facilities and information as are reasonably
required by him for the effective performance of his functions. The
information so required by the Chief Financial Officer may include
(without limitation) information, documents and records relating to
the business, assets, liabilities, contracts, dealings and other affairs
of the Company.
(e) It is agreed by and between the Promoters and the

the the other hand that the Chief Financial Officer appointed shall
be vested with unrestricted and unfettered powers to jointly sign
and execute any documents, contracts, trade agreements and the
like on behalf of the company, including but not limited, to any
documents, etc., of a financial nature. In other words, no document,

contract, trade agreement and the like shall be valid unless signed
by the Chief Financial Officer. It is agreed by the aforesaid Parties
that the Chief Financial Officer appointed shall have the power to
operate all the Bank Accounts of the Company and that no
payments over an amount of Rs.1,00,000/- shall be made by the
Company or the Promoters or any director or any other officer of
the Company on behalf of the Company without the prior written
sanction of the Chief Financial Officer and that no cheque for any
amount above Rs. 1,00,000/- shall be issued by the Company, any
director or any other officer on behalf of the Company without
obtaining the consent or the signature of the Chief Financial
Officer.
(f) It is further agreed by the parties herein that all formalities,

consents and authorizations empowering the Chief Financial
Officer to perform his duties hereunder shall be promptly complied
with or procured by the Promoters and the Company.
(g) It is agreed by and between the Promoters and the

the other hand that the Chief Financial Officer shall report to the
Board of Directors of the Company.
(h) It is agreed by and between the Promoters and the

the the other hand that the Chief Financial Officer appointed shall
be informed and updated of the legal matters pertaining to the
Company and its daily operations and that he shall have
unrestricted access to all correspondence, documents, pleadings,
etc in respect thereof.
(i) It is agreed by and between the Promoters and the

the other hand that the Chief Financial Officer appointed shall on
execution of this Agreement, be appointed as member in the Audit
Committee of the Board of Directors of the Company and shall also
be nominated on Remuneration Committee of the Company and

shall have voting powers in respect of the matters pertaining to

such Committees.
(j) It is agreed by and between the Promoters and the

the other hand that except for the Board of Directors acting with
consent of the Investors, no other principal officer, Managing
Director, Director or Shareholder shall dispense with the services of
the Chief Financial Officer.
(k) The Chief Financial Officer will be appointed, initially for a

period of five years, which tenure shall be extended by the Company
and the Promoters, if so requried by the Investors. Where, upon
expiry of tenure of the Chief Financial Officer or earlier, the
Investors require another person to be appointed as Chief Financial
Officer, the Company and the Promoters shall appoint such other
person as Chief Financial Officer in accordance with these presents.
(l) It is agreed by and between the Promoters and the

the other hand that the terms and conditions of appointment of the
Chief Financial Officer as contained in this agreement shall be
embodied in the necessary Board resolution or in the agreement
entered into between the company and the person appointed as the
Chief Financial Officer.
6. REMUNERATION:
It is mutually agreed by and between all the parties herein that the Chief
Financial Officer shall be paid a salary of Rs. 24,00,000/- (Rupees
Twenty-four Lakhs) per annum.

7. EFFECTIVE DATE OF THIS AGREEMENT:
The Agreement arrived at herein by and between the Investors and the
Shareholders on one hand and the Promoters and the Company on the
other hand shall become effective and bind the aforesaid parties on the
date of execution hereof. It is agreed by the aforesaid parties that the
Agreement shall continue in full force and effect and shall bind the Parties
hereto.
8. MODIFICATION:
No modification, representation, promise or agreement in connection with

the subject matter of this Agreement shall be valid unless made in writing
and signed by all the Parties hereto.
9. BREACH:
(a) It is agreed between the Parties hereto that failure to comply with
any of the terms and conditions stipulated in this Agreement shall
constitute an ‘Event of Default’ as have been referred to under the
earlier documents executed from time to time including the
Investment Agreement dated 1st February 2007, the Investment
Agreement dated 26th March 2007, Debenture Subscription
Agreement dated 1st February 2007, Debenture Subscription
Agreement dated 26th March, 2007, Debenture Trust deed dated 1 st
February, 2007 and the Debenture Trust Deed dated 26 th March,
2007.
(b) In case of any breach as contemplated under this Agreement occurs

due to the default committed by the Company and the Promoters
and/or any one of them, the Investors shall have the right to require
the party committing the breach to rectify the same within a period
of 5 days. In case of failure to rectify the default committed within
the specified time, the Investors shall have the right to claim
specific performance of the terms of this Agreement in addition to

the remedies as available under the Agreements as referred to in

Clause 7 (a) hereinabove.
10. ASSIGNMENT
This Agreement shall be binding upon each party’s successors and assigns
but, except as expressly provided herein, none of the rights of the parties
under this Agreement may be assigned or transferred.
11. MISCELLANEOUS
(a) There shall be no waiver of any term, provision or condition of this

Agreement unless such waiver is evidenced in writing and signed by the
waiving party.
(b) No omission or delay on the party of any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or privilege preclude
any other or further exercise thereof or any other right, power or privilege.
(c) The rights and remedies herein provided are cumulative with, and not
exclusive of, any rights or remedies provided by law.
(d) This Agreement shall inure to the benefit of, and be binding upon, the
successors and permitted assigns of the parties.
(e) This Agreement is in addition to the terms of Investment Agreement dated

1st February 2007, the Investment Agreement dated 26 th March 2007,
Debenture Subscription Agreement dated 1st February 2007, Debenture
Subscription Agreement dated 26th March, 2007, Debenture Trust deed
dated 1st February, 2007 and the Debenture Trust Deed dated 26 th March,
2007 and without prejudice to the rights, powers and privileges of the
Investors and Shareholders.

(f) The Shareholders and the Company represented by its Board of Directors
confirm the terms and conditions as are recorded in this present
Agreement.
(g) The Promoters agree to arrange for alteration of the Articles of Association
of the Company, the delegations, resolutions, agreements or other
instruments made, passed or entered into thereunder, if necessary, to give
full effect to this Agreement.
(h) All undertakings, warranties, representations, indemnities and other

obligations of whatsoever type given, made or undertaken pursuant to this
Agreement shall (except for any obligations fully performed prior to or at
actual completion) continue in full force and effect notwithstanding actual
completion of this Agreement being effected.
12. SEVERABILITY:
The invalidity of any portion of this Agreement shall not affect the
remaining portions of this Agreement or any part thereof and this
Agreement shall be construed as if such invalid portion or portions had
not been inserted therein. The parties hereto will replace an invalid
provision or fill a gap with valid provisions which most closely
approximate the intent and economic effect of the invalid provision or, in
case of a gap, the parties’ presumable intentions.
13. ENTIRE AGREEMENT:
This Agreement constitutes all representations and agreements between

the parties hereto and supersedes all prior oral and written
representations, warranties, understandings and agreements between the
parties relating to the subject matter of this Agreement. The parties hereto
agree and acknowledge that any representation or covenant that is not
provided under this Agreement shall not constitute basis of this
Agreement and, therefore, shall not be the basis to determine respective
rights and obligations of the parties or to interpret terms and conditions of
this Agreement.
14. NOTICES
Any notices herein required or permitted to be given shall be in writing

and may be personally served or sent by telex or facsimile or email or
registered mail and shall be deemed to have been given at the following
address of the respective parties.
To:
Address: _________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________

__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
To:
Address: __________________________
__________________________
IN WITNESS WHEREOF the Parties hereto have hereunto set and subscribed
their hands to this Agreement on the day and the year first hereinabove written.
SIGNED AND DELIVERED )

by the withinnamed )
STI INDIA LIMITED )

COMMON SEAL is hereto affixed pursuant to the )
Resolution passed by the Board of )
Directors at their meeting held on )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
who have signed these presents )
in the presence of )
1. __________________________ )
2. __________________________ )

EIGHT CAPITAL MASTER FUND LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

SPINNAKER GLOBAL OPPORTUNITY )
FUND LIMITED )
_____ day of _______________ 2007 )

1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

SPINNAKER GLOBAL EMERGING MARKETS )
FUND LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

SPINNAKER GLOBAL STRATEGIC )
FUND LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

STI INDIA LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

By DR. R. B. BAHETI )
1. __________________________ )
2. __________________________ )

By Mr. K. N. GARG )
1. __________________________ )
2. __________________________ )

EAST WEST FINANCE PRIVATE LIMITED )
_____ day of _______________ 2007 )

1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

GOODEAL INVESTMENT AND )
FINANCE PVT. LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

STI PRODUCT INDIA LIMITED )
is hereto affixed pursuant to the )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

HYSON INVESTMENT AND FINANCIAL )
PRIVATE LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

STI FINANCE LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

RBG INVESTMENT AND FINANCE LIMITED )

_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

STI SECURITIES PRIVATE LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

IDBI TRUSTEESHIP SERVICES LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )

NARIMAN POINT FINANCE LIMITED )
_____ day of _______________ 2007 )
1. Mr. ____________________ )
2. Mr. ____________________ )
1. __________________________ )
2. __________________________ )


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STRICTLY WITHOUT PREJUDICE AND ON CONDITION THAT THIS DRAFT OR THE

CONTENTS THEREOF SHALL NOT BE OFFERED AS EVIDENCE IN ANY PROCEEDINGS

AGREEMENT FOR APPOINTMENT OF CHIEF FINANCIAL OFFICER

This Agreement made at _____________________________ on day of

(3) SPINNAKER GLOBAL OPPORTUNITY FUND LIMITED, an open-end

(4) SPINNAKER GLOBAL EMERGING MARKETS FUND LIMITED, an open-

referred to as “Spin Emerging” (which expression shall unless it be repugnant to

(5) SPINNAKER GLOBAL STRATEGIC FUND LIMITED an open-end

(7) MR. K. N. GARG, an Indian National, residing at

2 M/s. Manilal Kher Ambalal & Co.,

(9) GOODEAL INVESTMENT & FINANCE PVT LTD., a company incorporated

(11) HYSON INVESTMENT AND FINANCIAL PVT LTD., a company

(13) RBG INVESTMENT AND FINANCE LTD., a company incorporated under

3 M/s. Manilal Kher Ambalal & Co.,

repugnant to the meaning or context thereof, include its successors in interest) of

(14) STI SECURITIES PRIVATE LTD., a company incorporated under the

(15) IDBI TRUSTEESHIP SERVICES LTD., a company incorporated under the

(16) NARIMAN POINT FINANCE LTD., a company incorporated under the

A. The Company is engaged in the business of spinning, manufacturing and

4 M/s. Manilal Kher Ambalal & Co.,

D. The Company was desirous of procuring investments from suitable

E. Pursuant thereto, Eight Capital Master Fund Limited subscribed to

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY

(b) “Agreement” means this Agreement dated this _____ day of

(c) “Articles” means the Articles of Association of the Company.

(d) “BIFR” means the Board of Industrial and Financial

(e) “Board” shall mean the Board of Directors of the Company.

(f) “Chief Financial Officer” means the Chief Financial Officer

(g) “Company” shall mean STI India Limited.

(h) “Laws” means all applicable laws, by-laws, rules, regulations,

6 M/s. Manilal Kher Ambalal & Co.,

(j) “Memorandum” means the Memorandum of Association of the

(k) “Warranties” means the warranties, representations and

(a) Any reference to any statute or statutory provision includes a

(b) Unless otherwise specified, words importing the singular include

(c) Unless the context otherwise requires, words importing persons

(d) All warranties, representations, indemnities, covenants, agreements

7 M/s. Manilal Kher Ambalal & Co.,

(h) The Parties of the Fifteenth Part shall be referred to as the

(i) The Parties of the Sixteenth Parts shall be referred to as the

3. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF

shall be complied with by the Promoters and the Company so as to

4. APPOINTMENT OF THE CHIEF FINANCIAL OFFICER:

5. POWERS AND DUTIES OF THE CHIEF FINANCIAL OFFICER:

(a) It is agreed by and between the Promoters and the

authority (statutory and/or non-statutory) under any provision of

(b) It is agreed by the aforesaid Parties that the Annual

(c) It is agreed by and between the Promoters and the

(d) It is agreed by and between the Promoters and the

(e) It is agreed by and between the Promoters and the

10 M/s. Manilal Kher Ambalal & Co.,

(f) It is further agreed by the parties herein that all formalities,

(g) It is agreed by and between the Promoters and the

(h) It is agreed by and between the Promoters and the

(i) It is agreed by and between the Promoters and the

11 M/s. Manilal Kher Ambalal & Co.,

shall have voting powers in respect of the matters pertaining to

(j) It is agreed by and between the Promoters and the

(k) The Chief Financial Officer will be appointed, initially for a

(l) It is agreed by and between the Promoters and the

12 M/s. Manilal Kher Ambalal & Co.,

7. EFFECTIVE DATE OF THIS AGREEMENT:

No modification, representation, promise or agreement in connection with

(b) In case of any breach as contemplated under this Agreement occurs

_ day of ___________ 2007 )

_ day of ___________ 2007 )