C&F AGREEMENT

This Agreement is made in Chennai on this 1st day of September, 2009 by and between: M/s Greaves Cotton Limited, a company registered under the Indian Companies Act 1913,existing under the provisions of the Companies act, 1956 and having its registered office at Industry Manor, Appasaheb Maratha Marg, Prabhadevi, Mumbai 400 025 and Construction Equipment Division Head Office at Wavoo Mansion, 6th Floor, 48 Rajaji Salai, Chennai 600 001 and other branches (herein after referred to as GCL, which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns) of the one part. And John and Mani Agencies Pvt Ltd, (herein after referred to as JMAPL, which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns) a company registered under the Companies Act 1956 and having its registered office at ------------------------------- which expression shall unless repugnant to the context or meaning thereof, include its successors and permitted assigns) of the other part. The expressions GCL and JMAPL are sometimes referred to individually as the Party and collectively as the Parties. Where as GCL imports Wheel Loaders, its components and spare parts (herein after referred to as the Products) and market the products throughout India. Where as JMAPL has approached GCL advising that it has requisite infrastructure to handle the assembly and C & F operations including receiving materials in Semi Knocked Down (SKD) condition, assembling and testing, storing in covered warehouse and forwarding the materials / products to customers (herein after referred as C&F) as directed by GCL. The detailed scope of C & F is detailed as per clause 2 & 3. And where as GCL desires to avail such facilities and services offered by JMAPL as C & F which includes receiving materials in Semi Knocked Down (SKD) condition, assembling and testing, storing in covered warehouse and forwarding the materials / products in such lots to customers as directed by GCL, on the terms and conditions set out hereunder: Now this agreement witnessth as follows: 1 GCL hereby appoints JMAPL as C&F for All India Basis based at Chennai and JMAPL hereby accepts the appointment as C&F and acts as agent to receive stocks of the products at its warehouse at the premises, assembly and test them, store them in the Godown approved by GCL and forward them in

such lots and in such manner to parties as may be directed by GCL, from time to time. 2 Scope of C & F operation: a) Receiving the container, unloading of SKD kits and spare parts from the container using cranes and sufficient manpower b) Verification of items as per BL for quantity and damages, if any c) Shifting and storing the products in the covered premises before assembly, if required to do so d) Assembly of SKD kits as per GCL guidelines using skilled laborers e) Filling of Diesel, Engine Oil, and Hydraulic oil as per GCL guidelines. f) PDI & Testing of machines as per GCL guidelines g) Stocking the assembled product till the time of desptach h) Invoicing of the machine during dispatch i) Arranging transport for dispatch of the machine j) Loading to trucks for dispatch 3 JMAPL agrees to maintain the following infrastructure for the smooth operation of C&F exclusively for GCL throughout the validity period of this agreement: Manpower: a) Supervisor with engineering knowledge 1 b) Clerk 1 c) Skilled / Semi Skilled Labors 3 d) House Keeping personnel 1 e) Round the clock security Facilities: a) Minimum of 1500 sqft covered area for SKD assembly & storing of products exclusively for the GCL C&F purpose as per this agreement. b) Over head cranes of sufficient capacity to handle assembly of wheel loaders c) Set of tools required for assembly & testing of wheel loaders as per GCL guidelines d) Phone & fax facility in the office e) All consumables like Diesel, Lub Oil, hydraulic oil etc f) Approach road to C&F area shall be capable handling 40ft container traffic, freely

GCL shall, from time to time, send to JMAPL such stocks of the products as it considers necessary JMAPL shall receive such stocks in SKD condition, assemble and test it at its premises, store them as advised by GCL in the premises and shall promptly forward the products thereafter in such lots and to such parties on the same day and / or within 48 hours after receipt of order (s) or on the advise as instructed by GCL. JMAPL shall store the products in the covered premises as per the requirements and directives from GCL. The owner of the products stored with JMAPL shall, at all times be GCL. A) The products stored by GCL with JMAPL shall solely and exclusively be in the custody of JMAPL and shall, at all times, remain at the above premises. B) JMAPL shall conspicuously exhibit a board within the premises where the products have been stored and in letters easily legible (in English and Tamil ) to indicate that the products stored in the premises belong to GCL. The board shall be John and Mani Agencies Pvt Ltd C & F Agent of M/s Greaves Cotton Ltd. C) All stationary of JMAPL shall have the same pattern of name as per Greaves Guidelines. D) JMAPL shall at all times, be responsible for the products stored at the premises and shall indemnify and keep indemnified GCL against all claims, demands, losses, damages, destruction, misappropriation, pilferage or theft to the products. It is hereby expressly understood and agreed that JMAPL liability under this clause shall be absolute.

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JMAPL shall store the products in the covered premises having adequate facilities, which are essential for the storage of the products under the prescribed temperature, manner and conditions. JMAPL shall at all times during the term of this agreement try to maintain the premises in a fit and proper condition for the storage of the products and shall take necessary measures to safeguard the premises against destruction by fire and / or explosion and / or weather conditions A) JMAPL shall be responsible for the safety and security of the products dispatched to it, from time to time, on receipt thereof by it at the premises until the time of delivery for onward dispatch as per the instructions from GCL and shall indemnify GCL against any loss of or damage caused to the products during such period.

B) The products which are received by JMAPL by road, if found outwardly in a damaged condition, shall be taken on an open delivery from the transporter. JMAPL shall promptly submit to GCL a Goods Inspection Report supported with the original open delivery certificate obtained by it from the transporter. JMAPL shall also simultaneously lodge a valued claim on the transporter and make available a copy of the claim together with the original receipted A D Card by transporter to GCL so that GCL may recover the losses from Insurance Company. C) GCL shall not be responsible in responsible in respect of any loss / damaged detected at the time of taking delivery at the premises, which is not recorded by the original open delivery certificate to be obtained by JMAPL from the transporters. In that event JMAPL shall be solely responsible for such losses / damage. 9 Within 24 hrs of receipt of the products by JMAPL, shall bring to the notice of GCL authorized representative any breakage/shortages/damages to the products to enable the authorized representative to verify the same and take further necessary action. A) JMAPL hereby confirms to GCL that all requisite licenses/permits/permissions/approvals for the purpose of storing, delivering and distributing the products from any Governmental/statutory authorities whatsoever which is or are necessary under any existing law including the shops and Establishment Act, have been obtained. B) JMAPL further agrees and undertakes that all such approvals/permits/permissions/approvals shall be kept in force throughout the terms of Agreement and that it shall obtain such further and other approvals/permissions/permits/approvals as may be required from time to time for the purpose of the business contemplated in this Agreement. C) It is expressly agreed and understood by the parties hereto that JMAPL shall be exclusively liable and responsible for any failure and any neglect on its part for fulfilling the obligation herein and that GCL shall not be in any way liable or responsible for the same. 10. JMAPL agrees and undertakes to comply on behalf of GCL with the requirements of the various Central and State Laws, in force, from time to time, inter alias, Sales Tax, Octori, Shops and Establishments and various other social welfare and lobour legislation and any other Municipal regulations. In the case of the employees Provident Fund Act and Employees State Insurance Act etc. and the scheme framed there under if applicable to JMAPL, establishment and the employees working therein JMAPL shall remit the

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necessary contributions and comply with the other requirements of these Acts, Preparation of Sales returns/statements shall be looked after by JMAPL at its Cost. 12 GCL shall procure orders for the sale of the said products and intimate the same to JMAPL and JMAPL shall prepare invoices on the invoice forms provided by GCL at the rates, Terms & Conditions approved by GCL. The invoices shall be signed only by the Persons(s) of JMPAL who shall be authorized separately in writing by GCL. JMAPL shall deliver the products covered under each invoice at the Premises of GCL stockists/Dealers/Customers concerned and shall obtain on copy of the relevant invoice the signature of the authorized representative of the stockists/customers signifying the receipt and acceptance of the Products covered by the invoice. A) Delivery shall be effected subject to the terms of Payments and other terms of business, which shall be indicated by GCL TO JMAPL. B) JMAPL shall also effect outstation dispatches dispatches by Road/Rail within 48 hours of receipt of instructions from GCL. C) JMAPL shall deliver the products to GCL stockpoint/dealers/Stockists/Customers in the standard packs in which these products are packed by GCL and not in any other manner whatsoever. D) JMAPL shall, at all times, be responsible for delivering the products in the same and identical condition in which the same have been received by JMAPL barring the SKD assembly as referred in clause 2 & 3. JMAPL shall indemnify and keep indemnified GCL against any loss/damage/destruction/misappropriation/pilferage/theft to the products during handling and delivery of the same to the stock points/Dealers/Stockists/Customers. It is hereby expressly understood and agreed that JMAPLs liability under this clause shall be absolute. 14 JMAPL shall at their own cost install and maintain a personal computer of adequate capacity for the purpose of invoicing, maintaining stocks (including accounting of receipts and dispatches) and the generation of various related documents such as credit/Debit Notes, DSRs etc. JMAPL shall not be paid nor shall demand any additional commission, reimbursement for the installation and maintenance of the personal computer and expressly agree that the commission mentioned in clause 23 hereunder is inclusive of all costs and charges of installing and maintaining the personal computer, as aforesaid.

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15 GCL authorized representative shall at all times be entitled to check the stocks and records maintained by JMAPL and to inspect all the books of accounts, registers, vouchers, documents and statements maintained by JMAPL and to make all enquiries regarding the products, received, stored and dispatched by JMAPL. JMAPL shall render all assistance to such representatives and facilitate their inspection and enquiries. 16 All freight at the rates as approved by GCL and incurred by JMAPL for dispatching the goods from JMAPLs premises to consignees as directed by GCL shall be reimbursed to JMAPL by GCL on production of proof supported by the relevant documents such as transport bills. GCL shall likewise reimburse to JMAPL any legitimate octroi duty. If any, incurred by them relating to the products received from GCL. JMAPL shall take necessary action to obtain any refund of octroi duty in respect of the products dispatched. The refund so obtained shall, immediately, be passed on by JMAPL to GCL. 17 JMAPL shall maintain a daily stock report in prescribed formats and punctually submit to GCL at the close of each week a statement showing the stocks held by it under this agreement at the commencement of the week the quantity received by them during third week, dispatches made by them during the week and the closing stock. These statements shall be prepared separately for such product group as required by GCL and shall be furnished to GCL. JMAPL shall furnish GCL with such other information, statements and documents from time to time as GCL may require of them 18 JMAPL shall be responsible to ensure that the lorry or other commercial vehicle or transport vehicle carries the necessary papers / transport documents for such transport and in such documents, as may be required under the law relating to sales tax, octroi etc. 19 JMAPL shall make all dispatches through transporters notified by GCL and forward the LRs to the respective stocks Points/stockists/GCL. 20 JMAPL shall keep a complete record of the total quantity of the products received from GCL and the dispatch made by them and the quantity of the products remaining with them. JMAPL shall furnish to GCL within one day of the end of each calendar month, statement of the above particulars. 21 JMAPL shall deliver to the authorities of the GCL office at Chennai all invoices prepared by JMAPL covering deliveries made during any working day to the customers/Dealers/Stockiest in accordance with the instructions given from time to time together with such particulars as may be prescribed by GCL.

22 GCL shall insure that products stored with JMAPL. JMAPL however, expressly agrees and undertakes that all the conditions applicable to such insurance as may be effected by GCL shall be fulfilled by JMAPL and JMAPL shall indemnify GCL for any losses that GCL may suffer on account of non- compliance by JMAPL of the conditions of such insurance policies. 23 In consideration of the services provided herein by JMAPL to GCL as C&F JMAPL is entitled for commission as follows: A commission of a) b) c) d) 1.00 % (One Percentage) of the invoiced basic price excluding taxes and duties, for the first Three units in a month. 0.75 % (Zero point seven five percentage) of the invoiced basic price excluding taxes and duties for 4th, 5th & 6th units, if it exceeds 3 units in the same month 0.50% (Zero point five percentage) of the invoiced basic price excluding taxes from 7th units onwards in the same month. The payments will be made to JMAPL, subject to deduction of TDS as applicable, within 15 days from the date of receipt of invoice from JMAPL for the relevant month.

24 JMAPL shall submit to GCL Rs 25,00,000/- (Rupees Twenty Five Lakhs only) as Bank Guarantee from a Nationalized / Scheduled bank as per GCL format, before commencing the C&F operation. Bank Guarantee shall be valid for the validity period of this agreement. 25 Notwithstanding anything contained in this agreement it is expressly agreed and declared that JMAPL shall not have any authority to negotiate and enter into contract for and on behalf of GCL nor shall it have any authority to give any guarantee or warranty on behalf of GCL. JMAPL shall not have any authority to charge, pledge, hypothecate or create any lien on the stocks of products in its possession under this agreement in favor of any person. 26 JMAPL shall not assign or transfer in any way whatsoever any rights of interests to or benefits under this agreement to any third party, without the prior written consent of GCL in that behalf. 27 JMAPL shall make available to GCL Reserved Space as per clause no.3, in the premises, which is earmarked for exclusive use by GCL. 28 This agreement shall not in any way create the relationship of principal and agent or a partnership or joint venture between GCL and JMAPL and under no

circumstances, shall JMAPL be considered to be the agent of GCL. JMAPL shall not act to attempt to act or represent itself directly or by implication as an agent of GCL or incur any obligation on behalf of or in the name of GCL. It is further expressly clarified that the servants and / agents of JMAPL are not the servants and / or agents of GCL and GCL shall not be liable in any way for consequences Civil or criminal which may arise out of any action/omission/neglect by JMAPL or by its servants and / or agents by themselves or on its behalf. 29 Nothing herein contained shall be deemed to constitute JMAPL as the sole selling agents for any area. It being distinctly understood that GCL shall have an exclusively right to effect any sales directly to appoint any other person firm or company as its selling agents whether for sale or otherwise in the territory. JMAPL does not have any authority to sell, dispatch or remove any stock from the premises without prior written instructions from authorized representative of GCL. 30 GCL reserves the right to dispatch the products directly to any part in any of the towns within the Territory expected to be served by JMAPL under this agreement. 31 JMAPL shall hold itself responsible to GCL for all acts of omission/commission/negligence etc of whatsoever nature committed by JMAPL and /or its employees in course of their duties or otherwise under this agreement. JMAPL shall indemnify GCL against any civil or criminal prosecution, which may arise because of any act of commission or omission on part of any of their employees. It is hereby agreed and understood that these employees are the employees of JMAPL only. The staff employed at the Godown(s) or at the premises of JMAPL shall be wholly responsible to and under the control and supervision of JMAPL. 32 JMAPL shall also provide the requisite labour and other assistance to SKD assembly and operate the Godown(s) (as per clause no 2 & 3) or the premises efficiently and to the satisfaction of GCL. For repacking of goods received in damaged boxes GCL shall provide doubled faced corrugated boxes, gum tapes and wood wool for re-taping of cases received in open condition and for retaping cases without sufficient gum tapes, GCL shall provide the necessary gum tapes. JMAPL shall receive, segregate any un-saleable stocks from GCL authorized dealers as per GCL direction and authorization. JMAPL shall prepare the necessary documents as required by GCL and such un-saleable stocks shall be kept separately for inspection by GCL authorized representatives. 33 It shall be the responsibility of JMAPL to mark the packages correctly through common carriers or other agencies for the transport of the goods. It shall be the responsibility of JMAPL to mark the packages correctly and deliver/dispatch them correctly through common carriers or other agencies for the transport of goods. It shall be the responsibility of JMAPL to obtain proper acknowledgement in the form designed by GCL from the parties and others to whom the goods are

delivered at the Godown or through delivery van. JMAPL shall be responsible to obtain proper acknowledgements, railway receipts, lorry receipts, and other documents of title for each dispatch or delivery effected. All such documents shall be obtained in the name of GCL as Consignor and the name of the consignee as self or by name of the purchasers specifically indicated in the dispatch instructions which GCL may give in respect of each delivery/dispatch. 34 This agreement is valid for a period of 3 years (Three Years) commencing from 1st September 2009. The agreement may be terminated by either party on giving to the other Three Months notice in writing on any date without assigning any cause for such termination. After the initial period of three years, the agreement may be renewed for such further period or periods and on such terms and conditions as may be mutually agreed by and between the parties. 35 Either party shall be entitled to terminate this agreement forth with on the happening of any or all of the following a) b) Breach of any or all of the aforesaid terms and conditions of this agreement. If the other party at any time be dissolved or wound up or commits an act of insolvency or a compromise or arrangement shall be entered into by him/them with the creditors or if a distress execution or other process shall be levied upon or if an incumbent shall take possession of or a receiver shall be appointed of any part of the assets or property of JMAPL. If GCL shall for any reasons ceases to manufacture / market the said products. GCL shall be at liberty to assign the rights and obligations under this contract in the event of GCL being transferred to another company or entity. GCL shall be entitled to terminate this agreement forthwith if there is any change in the constitution or management of JMAPL

c) d)

e)

36 On the expiry of earlier termination of this agreement, JMAPL shall immediately cease the stocking and delivery of the products and shall within one month of such termination date return to GCL at such location and in such manner as GCL advises and at GCL cost all the products stocked with JMAPL remaining unsold in the original packing and in good order and saleable condition. Partially damaged stocks, if any, shall be disposed off by mutual agreement. 37 Any failure or omission to carry out the provision of this agreement shall not give rise to any claim by either party if failure or omission arises from an Act of God,

which shall include all acts of natural calamities such as floods, earthquakes, storm, cyclone or any petulance or from civil strikes lockouts and strike, riots, embargos or from any political or other reasons beyond the control of the parties including war whether declared or not, civil war or a state of insurrection. 38 The parties hereby irrevocably submit to the exclusive Jurisdiction of the Court at Chennai for the resolution of any dispute between them in respect of any of the terms and conditions of this agreement. Except as expressly provided in this agreement, the waiver by either party or the failure by either party to claim a default in connection with any provision of this. 39 Agreement shall not be or be held to be a waiver of any subsequent default or as adversely affecting in any way the effectiveness of such provision. 40 Any notice required to be given to either party to the other under this agreement shall be deemed to be duly given if in the case of GCL it is delivered by hand against a written acknowledgement at GCL office at Chennai and in case of JMAPL at its office in Chennai. 41 During and after the validity period of this agreement JMAPL agrees to keep all the commercial & trade secrets of GCL and will not divulge any of these details to any third party, including but not limit to the non-publicized information.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE DULY EXECUTED THESE PRESENCE ON THE DATE AND THE YEAR ON THE DATE AND YEAR WRITTEN ABOVE.

Signed and delivered on behalf Of JMAPL

Signed and delivered on behalf of GCL