ex10-2.htm


    EXHIBIT
      10.2

    
 

    


    AMENDMENT
      TO THE SHARE SUBSCRIPTION AGREEMENT DATED 16TH DAY OF SEPTEMBER,
      2007

    


    THIS
      Amendment to the Share
      Subscription Agreement dated 16th
      September 2007 (hereinafter referred to as “Amendment Agreement”) is
      entered on this 21st
      day of
      December, 2007;

    


    BY
      AND AMONG

    


    INDIA
      GLOBALIZATION
      CAPITAL, INC. a company
      organized under the laws of the State of Maryland and
      having its office address at
4336 Montgomery
      Avenue Bethesda, MD 20814,
acting
      directly or indirectly
      through one or more of its
      non US Affiliates, alongwith such newlyformed
      non-US Affiliates (hereinafter
      collectively referred to as “Investor”,
      which expression shall, unless it be
      repugnant to the context or meaning thereof, be deemed to mean and include
      its
      successors and assigns) of the FIRST PART;

    


    AND

    


    TECHNI
      BHARATHI LIMITED, a
      company incorporated under the Indian Companies Act, 1956, having its registered
      office at By pass road, Edappally, Kochi – 682 024, India (hereinafter referred
      to as "Company" which
      expression shall, unless repugnant to the context or meaning thereof, be deemed
      to mean and include its successors) of the SECOND PART;

     

    AND

    


    THE
      PERSONS whose names and
      addresses are set out in Schedule 1 hereto (hereinafter
      referred to as "Promoters", which expression
      shall, unless repugnant to the context or meaning thereof, be deemed to mean
      and
      include their heirs, legal representatives, executors, and administrators)
      of
      the THIRDPART.

    


    (The
      Investor, the Promoters and the Company may hereinafter be referred to
      individually as “Party”
      and collectively as “Parties”, as the context may
      require).

    


    WHEREAS

    


    
      	
              A.

            	
              The
                Parties entered into a Share Subscription Agreement on the 16th
                day of September, 2007 (the “SSA”), setting out the terms and conditions
                subject to which the Investor would subscribe to the Subscription
                Shares;
                

            


    

    


    
      	
              B.

            	
              Clause
                3 of the SSA sets out the conditions to be satisfied by the Parties
                prior
                to the Investor subscribing to the Subscription Shares. Some of the
                conditions to be satisfied by the Parties are as under: (i) completion
                of
                a business, financial, accounting, tax, technical, legal and regulatory
                due diligence on the Company by the Investor and resolution of all
                issues
                arising therefrom to the satisfaction of the Investor on or before
                45
                Business Days from the date of this Amendment Agreement, (ii) resolution
                being passed at a duly constituted meeting of the board of directors
                of
                Investor and a resolution being passed at duly constituted meeting
                of the
                shareholders of the Investor, approving the subscription to the
                Subscription Shares and the satisfaction of all other conditions
                for the
                Investor to effect a Business Combination as set forth in the Investor's
                Prospectus dated March 3, 2006 as filed with the US Securities and
                Exchange Commission, (iii) the Promoters obtaining written consents
                from
                all banks, financial institutions, lenders of the Company and all
                other
                third parties as may be required for change in shareholding of the
                Company
                in form and substance satisfactory to the Investor, (iv) each of
                the
                Promoters delivering to the Investor a no-objection certificate in
                the
                form contained in Schedule 4 to the SSA and a no-objection certificate
                from the Company in the form contained in Schedule 4A to the SSA;
                

            


    

    


    
      	
              C.

            	
              Pending
                satisfaction of the conditions precedent set out in Clause 3 of the
                SSA,
                the Company has requested the Investor to infuse the Portion of
                Subscription Price (as defined below), towards subscription to Portion
                of
                Subscription Shares (as defined below);


            


    

    


    
      	
              D.

            	
              The
                Investor has agreed to subscribe to the Portion of Subscription Shares
                in
                the Company subject to the terms and conditions set out in this Amendment
                Agreement. 

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    NOW,
      THEREFORE, IN CONSIDERATION OF THE
      MUTUAL PROMISES COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES AGREE
      AS
      FOLLOWS:

    


    
      	
              1.  

            	
              DEFINITIONS
                AND
                INTERPRETATION

            


    

    


    “Account”
      means the account to be opened by the Parties with Citibank N.A.

    


    “Completion”
      means completion of the events specified in Clause 5 hereof and the Investor
      being registered as a member in respect of the Portion of the Subscription
      Shares in the register of members of the Company.

    


    ‘Completion
      Date' shall mean the date specified by the Investor for Completion.

    


    “Existing
      Accounts” mean the current accounts maintained by the Company with the banks
      listed in Schedule 3
      hereof, with details such as name of the branch and account
      numbers.

    


    “Funding”
      means the funding of the Portion of Subscription Price by the Investor upon
      fulfillment, or waiver, of the conditions precedent prescribed in Clause
      4;

    


    “Funding
      Date” means the date on which the first tranche of the Funding
      occurs;

    


    “Portion
      of Subscription Price” means Rs. 10,55,98,500/- (Rupees Ten Crores Fifty Five
      Lacs Ninety Eight Thousand Five Hundred only) forming part of the Subscription
      Price.

    


    “Portion
      of Subscription Shares” means 27,45,671 equity shares, constituting 39.04% of
      the post issued paid up share capital of the Company and forming part of the
      Subscription Shares.

    


    “Promoters
      Shares” means 42,87,500 Shares representing 100% of the Share Capital of the
      Company.

    


    “Receivables”
      means the monies due and payable to the Company by parties to the Third Party
      Contracts.

    


    “Shareholders
      Agreement” means the agreement
      dated September 16, 2007
      entered into between the Parties.

    


    “SSA”
      shall have the meaning ascribed to it in Recital A.

    


    “Third
      Party Contracts” means the contracts entered into by the Company with the
      parties set out in Schedule 3, on the dates set out in Schedule 3.

    


    All
      capitalized expressions used and not defined in the Amendment Agreement, but
      defined in the SSA, shall have the same meaning ascribed to it in the
      SSA.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              SUBSCRIPTION
                FOR SHARES AND
                INITIAL ADVANCE AGAINST SHARES
                

            


    

    


    
      	
               

            	
              (a)

            	
              Subject
                to the terms of this Amendment Agreement, the Investor hereby agrees
                to
                subscribe for, and the Company agrees to allot and issue to the Investor
                at Completion, the Portion of Subscription Shares, provided that
                subject
                to Clause 3, the Portion of Subscription Price shall be funded as
                advance
                against Shares of the Company. 

            


    

    


    
      	
               

            	
              (b)

            	
              The
                consideration payable by the Investor to the Company for the Portion
                of
                Subscription Shares shall be the Portion of Subscription Price or
                thereabout as the Parties may mutually agree. The Investor shall
                be
                entitled to subscribe to the Portion of Subscription Shares and infuse
                the
                Portion of Subscription Price in tranches, as may be decided by the
                Investor. 

            


    

    


    
      	
              3.  

            	
              CONDITIONS
                PRECEDENT

            


    

    


    The
      obligation of the Investor to fund the Portion of Subscription Price is subject
      to the fulfillment, prior to or simultaneously on the Funding Date (or at the
      time specified below), of the following conditions and delivery and execution
      of
      the following items in form and substance satisfactory to the Investor, any
      one
      or more of which may be waived in writing by the Investor in its sole
      discretion:

    


    
      	
               

            	
              (a)

            	
              the
                Representations and Warranties as provided in Clause 5 and Schedule
                3 of
                the SSA and under this Amendment Agreement, remaining true and correct
                on
                the Funding Date and on every subsequent date on which Funding happens;
                

            


    

    


    
      	
               

            	
              (b)

            	
              approval
                of the Board for (i) the execution, delivery and performance by the
                Company of this Amendment Agreement, (ii) creation of an Account
                in the
                manner and for the purposes contemplated in this Amendment Agreement,
                (iii) appointment of two (2) of the Investor’s nominees as authorized
                signatories to the Existing Accounts and the Account to be created
                pursuant to this Amendment Agreement, (iv) deposit into the Account,
                of
                Receivables arising pursuant to the Third Party Contracts and instructions
                to be issued in writing to counter parties to Third Party Contracts,
                instructing counter parties to deposit the Receivables directly into
                the
                Account, in the manner contemplated in this Amendment Agreement,
                (v)
                granting irrevocable authority to the Investor’s nominees, being the
                authorized signatories to the Existing Accounts and the Account,
                to
                operate and withdraw the amounts lying to the credit of the Existing
                Accounts and the Account at any time and for any reason whatsoever,
                (vi)
                subject to the approval of the members, amending the Articles of
                Association of the Company to give effect to the matters set out
                in this
                Agreement, (vii) in-principle approval for allotment of such number
                of
                shares to the Investor, at the specific request of the Investor,
                pending
                subscription to the entire Subscription Shares, as will increase
                the
                Investor’s shareholding in the Company to 51%, and an undertaking that
                such allotment will be completed within 2 working days of the Investor
                infusing funds towards subscription to the share capital of the Company
                and requesting the Company to allot Shares, (viii) transferring 10
                Equity
                Shares held by the Promoters in favor of Mr. Sujjain Talwar and (ix)
                implementing the relevant transactions set forth in this Amendment
                Agreement to which the Company is a party or which require approval
                by the
                Board; 

            


    

    


    
      	
               

            	
              (c)

            	
              each
                of the Company and the Promoters having performed and complied with
                all
                agreements, obligations and conditions contained in this Agreement
                that
                are required to be performed or complied with by it on or before
                the
                Funding; 

            


    

    


    
      	
               

            	
              (d)

            	
              the
                articles of association of the Company being amended to reflect,
                to the
                extent permitted by law, the provisions of this Amendment Agreement;
                

            


    

    


    
      	
               

            	
              (e)

            	
              one
                (1) nominee of the Investor having been duly elected/appointed as
                Director, effective upon Funding and for that purpose, convening
                necessary
                board and shareholders meetings, as may be necessary or required;
                

            


    

    


    
      	
               

            	
              (f)

            	
              the
                Company having opened the Account; 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (g)

            	
              evidence
                being adduced by the Promoters, of written instructions issued to
                the
                banks with whom the Existing Accounts are maintained by the Company,
                of
                the inclusion, in addition to the existing authorized signatories,
                of Mr.
                Ram Mukunda and another nominee of the Investor as authorized signatories
                to the Existing Accounts, with authority to operate the Existing
                Accounts
                singly and evidence being adduced of written instructions issued
                to
                Citibank N.A of the change in authorized signatories and appointment
                of
                Mr. Ram Mukunda and another nominee of the Investor as the exclusive
                authorized signatories of the Account with Citibank, with authority
                to
                operate the account singly; 

            


    

    


    
      	
               

            	
              (h)

            	
              certificate
                from the Promoters and the Company confirming that (i) the Receivables
                are
                free from Encumbrances (ii) no lender or third party has any rights
                over
                the Receivables (iii) the Promoters and the Company have taken all
                steps
                necessary to ensure that the Receivables are credited into the Account
                as
                contemplated under this Amendment Agreement, (iv) the Receivables
                are free
                to be utilized for the purposes and in the manner contemplated under
                this
                Amendment Agreement (v) the Company has not entered into any agreement
                or
                understanding whereby any party other than the Investor has priority
                over
                the Receivables, and (vi) except for the Existing Accounts, the Company
                does not maintain or operate any account with any bank;
                

            


    

    


    
      	
               

            	
              (i)

            	
              the
                Company appointing the Investor’s nominees as the authorized signatories
                to the Account and including the name of the Investor’s nominees as
                authorized signatories to the Existing Accounts, with an undertaking
                that
                (i) the authorized signatories nominated by the Investor shall be
                entitled
                to operate the Existing Accounts and Account singly, (ii) except
                upon
                specific written instructions of the Investor, the Investor’s nominees
                shall not be replaced and such appointment and understanding having
                been
                communicated to Citibank N.A and the banks with whom the Company
                maintains
                the Existing Account (iii) they shall not open any savings or current
                account or any other account with any bank except with the specific
                written consent of the Investor (iv) that all future receivables
                arising
                from contracts that the Company may enter into, after this date,
                will be
                directed to be deposited into the Account;


            


    

    


    
      	
               

            	
              (j)

            	
              the
                Company issuing irrevocable written instructions to Citibank N.A
                and the
                banks with whom Existing Accounts are maintained, to honor all cheques,
                demand drafts and other payment instructions issued by the Investor’s
                nominees, without first obtaining approval of the Promoters or the
                Company; 

            


    

    


    
      	
               

            	
              (k)

            	
              the
                Company obtaining a certificate from an independent chartered accountant
                indicating the ‘fair value’ of the Shares calculated in accordance with
                the Guidelines for Valuation of Shares and Fixation of Premia;
                

            


    

    


    
      	
               

            	
              (l)

            	
              the
                Promoters causing Odeon Limited to postpone the completion date under
                the
                share purchase agreement dated September 21, 2007 entered into between
                the
                Investor and Odeon Limited, from January 31, 2008 to a date set out
                in
                Schedule 3;
                

            


    

    


    
      	
               

            	
              (m)

            	
              the
                Promoters obtaining written consents from all banks, financial
                institutions, lenders of the Company and all other third parties
                as may be
                required for change in shareholding of the Company in form and substance
                satisfactory to the Investor; 

            


    

    


    
      	
               

            	
              (n)

            	
              the
                Promoters causing the Company to and the Company obtaining all statutory
                and other consents and approvals required or desirable under any
                and all
                applicable laws and regulations, including but not limited to (i)
                approval
                of the Board of Directors and shareholders for increase in the authorized
                share capital, if required, (ii) in-principle approval of the Board
                of
                Directors and shareholders for subscription, issue and allotment
                of the
                Portion of Subscription Shares pursuant to the terms of this Amendment
                Agreement, if necessary; and (iii) to give effect to the transactions
                contemplated herein; 

            


    

    


    
      	
               

            	
              (o)

            	
              the
                Promoters and the Company undertaking that (i) the Portion of Subscription
                Price shall be utilized exclusively for the purposes set out in Schedule
                3
                and not for any other purpose (ii) the Company shall deliver to the
                Investor at weekly intervals, details set out in Schedule 3;
                

            


    

    


    
      	
               

            	
              (p)

            	
              the
                Promoters and the Company confirming that except for SAAG RR Infra
                Limited
                and Odeon Limited, the board of directors have not recognized any
                person
                or entity as an ‘investor’ and except for SAAG RR Infra Limited and Odeon
                Limited, no other person has been granted any special rights or privileges
                at board or shareholders meetings; 

            


    

    


    
      	
               

            	
              (r)

            	
              the
                Promoters causing the board of directors of the Company to, and the
                board
                of directors recognizing the Investor as an ‘investor’ for the purposes of
                the Articles of Association of the Company and the Investor being
                vested
                with all rights available to an ‘investor’;


            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (s)

            	
              the
                Promoter causing the Company to, and the Company executing necessary
                forms
                and declarations to enable refund of the share application money
                to the
                Investor, in the event the Conditions Precedent to the SSA does not
                occur.
                

            


    

    


    
      	
               

            	
              (t)

            	
              the
                Promoters transferring 10 Equity Shares in favor of Mr. Sujjain Talwar
                or
                any other person as may be nominated by the Investor and the Company
                approving the transfer of shares from the Promoter in favor of Mr.
                Sujjain
                Talwar or any other person as may be nominated by the Investor, at
                a price
                to be determined by the Investor, and the Promoters causing the Company
                to, and the Company amending the Articles of Association to give
                effect to
                the transfer on the terms determined by the Investor.
                

            


    

    


    
      	
               

            	
              (u)

            	
              the
                Promoters and the Company shall obtain a letter from SAAG RR Infra
                Limited, in the form attached as Schedule 4, in respect
                of the matters set out therein and accepted by the Investor.
                

            


    

    


    
      	
               

            	
              (v)

            	
              Each
                of the Promoters delivering to the Investor, a no-objection certificate
                in
                the form contained in Schedule 4 to the SSA and a no-objection certificate
                from the Company in the form contained in Schedule 4A to the SSA.
                

            


    

    


    The
      Promoters shall fulfill all their obligations hereunder and shall, to the extent
      within their power and control, cause the Company to fulfill all its obligations
      hereunder so as to ensure that the conditions set forth in this Clause are
      fulfilled by such dates as specified above, to the satisfaction of the
      Investor.

    


    
      	
              4.  

            	
              FUNDING
                EVENTS
                

            


    

    


    
      	
               

            	
              (a)

            	
              Funding
                of the first tranche shall take place on the Funding Date, or at
                such
                other place as the Parties may agree. The Portion of Subscription
                Price
                shall be retained as advance against Shares, until Completion.
                

            


    

    


    
      	
               

            	
              (b)

            	
              Simultaneously
                upon Funding, the provisions of Clauses 3 (Conditions subsequent
                to
                Completion), 4.1(d) (Alternate Directors) 4.1(g) (Meeting and Minutes
                of
                Board Meeting), 4.1(h) (Notice), 4.1(i) (Quorum), 4.1(j) (Determination
                of
                Quorum), 4.1(k) (Resolution by Circulation), 4.2 (Committees), 4.3
                (Rights
                of the Investor) and 5 (Dividend Policy) of the Shareholders Agreement
                shall become effective and the Promoters and the Company shall be
                bound by
                the terms contained therein. 

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Promoters and the Company shall not propose any resolution at a
                Shareholders Meeting, if such resolution has not been approved by
                the
                director nominated by the Investor, at a meeting of the Board.
                

            


    

    


    
      	
               

            	
              (d)

            	
              Until
                Completion under this Amendment Agreement, the Promoters shall not
                be
                entitled to Transfer all or any part of their Shareholding to any
                Person.
                

            


    

    


    
      	
               

            	
              (e)

            	
              The
                Parties agree that where a
                resolution for allotment of shares in favour of the Investor is proposed
                by the director nominated by the Investor, the Promoters shall (if
                they
                are also Directors) / cause the directors nominated by them on the
                Board,
                to vote in favour of the
                resolution.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (f)

            	
              A
                meeting of the shareholders shall be convened and a special resolution
                shall be passed approving amendment to the Articles of Association,
                to
                give effect to the matters set out in this Amendment Agreement.
                

            


    

    


    
      	
               

            	
              (g)

            	
              The
                Promoters agree and acknowledge that until Funding, they are in complete
                control over the affairs of the Company and undertake that they shall,
                to
                the extent within their power and control, cause the Company to fulfill
                all its obligations hereunder so as to ensure that the covenants
                set forth
                in this Amendment Agreement are fulfilled by such dates as specified
                in
                this Amendment Agreement. To secure the performance of the obligations
                of
                the Promoters and the Company as set out in this Amendment Agreement,
                the
                Promoters shall create a pledge on the Promoter Shares in favour
                of the
                Investor or any Person nominated by it. For such purpose, the Promoters
                shall on the Funding Date or any date thereafter, and if required,
                with
                the approval of the regulatory authorities, deliver the following
                documents to the Investor, or his representative/nominee:
                

            


    

    


    
      	
              ·  

            	
              Original
                certificates evidencing
                right, title and interest to the Promoter
                Shares;

            


    

    
      	
              ·  

            	
              Undated
                share transfer forms
                signed by the Promoters in favour of the
                Investor;

            


    

    
      	
              ·  

            	
              A
                duly stamped, irrevocable power
                of attorney (substantially in the form and content as specified in
                Schedule
                2hereof)
                from each Promoter,
                pursuant to which each Promoter permits the Investor to take all
                necessary
                action and sign all necessary documents, letters, undertakings etc.
                as may
                be required so as to effect a transfer of the Promoter Shares to
                the
                Investor or any of his nominees, as the case may be, and be registered
                as
                a ‘member’ in respect of the Promoter
                Shares;

            


    

    
      	
              ·  

            	
              the
                shareholding pattern of the Company after the exercise of the pledge
                by
                the Investor.

            


    

    


    
      	
               

            	
              (h)

            	
              The
                Promoters unconditionally
agree,
                acknowledge, undertake and
                confirm that they shall take all necessary
                action and sign
                all necessary documents, letters, undertakings etc. as may be required
                so
                as to effect a transfer of the Promoter Shares to the Investor or
                any of
                his nominees, as the case may be, and be registered as a member
                inrespect of
                the
                Promoter Shares, if called upon by the Investor to do
                so.

            


    

    


    
      	
               

            	
              (i)

            	
              The
                Promoters and the Company agree and acknowledge that the covenants
                and
                obligations under Clauses 3 and 4 relate to special, unique and
                extraordinary matters, and that a violation of any of the terms of
                such
                covenants and obligations will cause the Investor irreparable injury
                and
                hence the Investors shall be entitled to specific performance of
                the
                obligations undertaken by the Company and/or the Promoters under
                Clauses 3
                and 4. 

            


    

    


    
      	
              5.  

            	
               COMPLETION
                EVENTS

            


    

    


    
      	
               

            	
              (a)

            	
              Upon
                fulfillment of all the Conditions Precedent set out in the SSA, to
                the
                satisfaction of the Investor or if specifically waived in writing
                by the
                Investor, the Parties shall proceed to complete the allotment of
                the
                Portion of Subscription Shares to the Investor in the manner provided
                in
                this Clause. 

            


    

    


    
      	
               

            	
              (b)

            	
              At
                Completion, the Company shall: 

            


    

    


    
      	
              ·  

            	
              allot
                and issue to the Investor,
the
                Portion of Subscription
                Shares;

            


    

    


    
      	
              ·  

            	
              deliver
                to the Investor
one
                or more original share
                certificates and other instruments, if any, evidencing the Investor’s title to
                the
                Portion of Subscription Shares;

            


    

    


    
      	
              ·  

            	
              duly
                register, as required by Law,
                the Portion of
                Subscription Shares
                in the Company's registers and provide evidence thereof to the Investor;

            


    

    


    
      	
               

            	
              (c)

            	
              If
                any one or more of the
                Conditions Precedent set out in the SSA are not satisfied
                to the
                satisfaction of the Investor or waived in writing by the Investor,
                the
                Investor shall notify the Promoters and the Company of the non
                satisfaction of the Condition Precedent. Within 7 days of receipt
                of such
                intimation from the Investor, the Promoters shall cause the Company
                to and
                the Company shall refund an amount equivalent to the Portion of
                Subscription Price to the Investor. If the Company fails to make
                repayment
                of the Portion of Subscription Price to the Investor within 7 days
                of
                receipt of notice from the Investor, the Investor’s nominee may, without
                any further act or approval of the Promoters or the Company, issue
                instructions to Citibank N.A to repatriate funds lying in the Account
                to
                the Investor and the Parties shall cause Citibank N.A to forthwith
                repatriate such funds to the
                Investor.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (d)

            	
              If
                the funds lying in the Account
                are less than the Portion of Subscription Price, the Promoters will
                cause
                the Company to fund the Account with such amount by which the funds
                lying
                in the Escrow Account fall short of the Portion of Subscription Price.
                If
                the Promoters fail to cause the Company to fund the shortfall in
                the
                Portion of Subscription Price, or upon the Promoters
                and/or the
                Company committing a breach of any of their obligations under this Amendment
                Agreement and more
                specifically under Clause 5 hereof and
                failing to remedy the
                breach within 7 days of being notified of the same by the
                Investor, then,
                without prejudice
                to any of its
                rights under this
                Amendment Agreement,
                the Investor shall have a right to forthwith exercise the pledge
                and, at its
                discretion, require
                the Board to allot to
                itself, Portion of Subscription Shares and take all necessary
                action,to
                be registered as a member of
                the Company in respect of the Promoter Shares and
                or Portion of Subscription
                Shares.

            


    

    


    
      	
               

            	
              (e)

            	
              Upon
                the Promoters and/or the
                Company committing a breach of any of their obligations under Clause
                5(d)hereof
                and failing to remedy the
                breach within 7 days of being notified of the same by the Investor
                and the
                Investor being unable to exercise the pledge and / or be registered
                as a
                member in respect of the Promoter Shares or any part thereof, due
                to any
                reason whatsoever, the Investor shall be entitled, pending subscription
                to
                the Subscription Shares, to be allotted
                Portion of
                Subscription Shares and to subscribe
                to such number of
                shares in the Company as will bring its
                shareholding to 51% of the
                paid up share capital of the Company as on such date (“Additional
                Shares”). Upon exercise of such option by the Investor, and upon infusion
                of funds by the Investor towards subscription to the Additional Shares,
                the Company shall allot Additional Shares to the Investor and at
                such
                price as may be determined by the Investor, provided that the pricing
                shall be in accordance with the laws of India.
                Upon exercise of such option by
                the Investor, the Investor shall be entitled to appoint majority
                directors on the
                Board and exercise all rights
                available to the
                Investor under law, as a 51% shareholder in the
                Company.

            


    

    


    
      	
               

            	
              (f)

            	
              The
                Promoters and the Company
                hereby undertake that they shall, upon exercise by the Investor of
                its
                right under Clauses 5(d)and
5(e)
above,
                cooperate with the Investor
                and take all necessary steps to ensure that the name of the Investor
                or
                any Person nominated by the Investor is registered as a ‘member’ in the
                register of members of the Company in respect of the Promoter
                Sharesand Additional
                Shares.

            


    

    


    
      	
               

            	
              (g)

            	
              In
                the event of enforcement of
                pledge by the Investor, of the Promoter Shares, or in the event of
                the
                Promoters committing a breach of any of their obligations of causing
                the Company to perform
                its obligations, or
                in the event of subscription by the Investor, to Additional Shares,
                in the
                circumstances set out in Clause 5(e)above,
subject
                to the rights available to
                the Investor to appoint majority Directors on the Board and exercise
                all rights
                available
                to the Investor under law, as a 51% shareholder in the Company, the provisions
                of the
                Shareholders Agreement will get triggered. However, notwithstanding
                anything to the contrary contained in the Shareholders Agreement,
                the Investor
                shall
                not be subject to any restrictions on transfer of Portion of Subscription
Shares
                or Promoter Shares or
                Additional Shares, whether set out in the Shareholders Agreement
or
                otherwise and the provision of
                this clause shall supersede anything to the contrary contained in
                the
                Shareholders
                Agreement or under
                any other agreement entered into between the Parties.However, the
                Promoters and the
                Company agree that they shall be bound by Clauses 6, 7, 8 and 9 of
                the
                Shareholders Agreement.

            


    

    


    
      	
              6.  

            	
              BOARD
                REPRESENTATION

            


    

    


    
      	
               

            	
              (a)

            	
              The
                Parties agree and acknowledge that the Investor shall be entitled
                to
                appoint one director on the Board effective upon Funding and that
                such
                director shall be appointed under Section 255(2) of the Act. The
                Promoters
                and the Company shall not be entitled to remove the Director
                appointed/nominated by the Investor, unless required by Law, in which
                event, the Investor shall be entitled to nominate a director in place
                of
                the director removed and the Promoters shall cause the Company to
                and the
                Company shall appoint such person as director on the Board.
                

            


    

    


    
      	
               

            	
              (b)

            	
              The
                right of nomination and appointment of the director conferred on
                the
                Investor under Clause 6(a) shall include the right at any time to
                remove
                from office any such persons nominated or appointed by them and from
                time
                to time determine the period for which such persons shall hold office
                as
                Director. If the Investor desires that any director nominated or
                appointed
                by it should cease to be a director of the Company, the Promoters
                shall
                cause, and shall exercise its voting rights in such manner, so as
                to
                ensure such removal and appointment of new director nominated by
                the
                Investor to replace the director so removed as soon as may be practicable.
                

            


    

    


    
      	
               

            	
              (c)

            	
              The
                director appointed/nominated by the Investor shall be entitled to
                receive
                all notices, agenda, etc. and to attend all General Meetings and
                Board
                Meetings and Meetings of any Committees of the Board of which they
                are
                members. 

            


    

    


    
      	
               

            	
              (d)

            	
              The
                quorum at meetings of the Board shall be comprised in accordance
                with the
                provisions of the Companies Act, and provided further that it also
                comprises of a Director nominated by the Investor and/or its Affiliates.
                Subject to quorum requirements being met, each Director shall have
                one
                vote on the Board and, except as otherwise specifically required
                by the
                Companies Act, all decisions of the Board shall be taken by a simple
                majority of the Directors present and voting or deemed to be present
                at
                the meeting or in the case of resolution by circulation, by majority
                of
                Directors to whom the resolution is circulated in accordance with
                Clause
                4.1(k) of the SHA. Notwithstanding anything to the contrary contained
                herein or in any other document, no resolution shall be validly passed
                except with the affirmative vote of a Director nominated by IGC.
                

            


    

    


    
      	
               

            	
              (e)

            	
              In
                the event the Investor or any of its Affiliates cease to (i) be
                shareholders of the Company, then all the rights of the Investor
                as a
                Shareholder shall automatically terminate and the Investor shall
                cause its
                nominee Directors to resign from the Board.


            


    

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                6A.  

              	
                 SHAREHOLDERS
                  MEETINGS 

              


      

       

    

    
      	
               

            	
              (a)

            	
              Shareholders
                Meeting Quorum. The quorum at meetings of the Shareholders shall
                be as
                required by the Companies Act, provided that the presence of Mr.
                Sujjain
                Talwar either in person or by proxy shall be necessary to constitute
                a
                valid quorum. 

            


    

    


    
      	
               

            	
              (b)

            	
              Determination
                of Quorum for Shareholders Meeting. In the event the quorum is not
                present
                at any Shareholders meeting, the meeting shall be reconvened in accordance
                with the provisions of the Companies Act and provisions of the Companies
                Act shall apply to the adjourned meeting. Voting at a meeting of
                the
                Shareholders shall only be with the unanimous consent of all the
                shareholders present and voting. It is clarified for the avoidance
                of
                doubt that the affirmative vote of Mr. Sujjain Talwar or his proxy,
                as the
                case may be, shall be necessary to pass a valid resolution at any
                shareholders meeting. 

            


    

    
      
        


        
          	
                  6B.  

                	
                   REPRESENTATIONS
                    AND WARRANTIES 

                


        

         

      

    

    
      	
               

            	
              (a)

            	
              The
                Promoters and the Company represent, warrant and undertake to the
                Investor, that each of the statements set out in this Agreement,
                is now
                and will be true and accurate at the Completion Date. The Promoters
                and
                the Company acknowledge that the Investor, in entering into this
                Agreement, is relying on such representations, warranties and undertakings
                and shall be entitled to treat the same as conditions of the Agreement.
                

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Company has the corporate power and authority to execute, deliver
                and
                perform this Agreement, and the transactions contemplated herein.
                The
                execution, delivery and performance by the Company of this Agreement
                has
                been duly authorized and approved by its Board of Directors.
                

            


    

    


    
      	
               

            	
              (c)

            	
              The
                execution, delivery and performance of this Agreement will not violate,
                conflict with, result in a breach of the terms, conditions or provisions
                of, or constitute a default, an event of default or an event creating
                rights of acceleration, modification, termination or cancellation
                or a
                loss of rights under, or result in any Encumbrance upon any of the
                assets
                of the Company under (i) the Memorandum and Articles of Association
                of the
                Company, (ii) any shareholders contract/loan arrangement entered
                into by
                the Company, (iii) any court order to which the Company is a party
                or by
                which the Company is bound; or (iv) any laws affecting the Company.
                

            


    

    


    
      	
               

            	
              (d)

            	
              The
                Representations and Warranties provided in this Agreement and in
                the SSA
                shall survive the Completion Date. 

            


    

    


    
      	
              7.  

            	
              VALIDITY
                OF
                SSA

            


    

    


    
      	
               

            	
              (a)

            	
              Except
                to the extent specifically modified by this Amendment Agreement,
                all the
                terms of the SSA shall survive and continue to remain valid and binding
                on
                the Parties. Reference in the SSA to subscription to Investor Shares
                or
                Subscription Shares respectively, wherever they appear, shall be
                deemed to
                mean subscription to Investor Shares or Subscription Shares as
                respectively reduced by the Portion of Subscription Shares and Additional
                Shares and reference to payment of Investor Price or Subscription
                Price,
                respectively, wherever they appear in the SSA, shall be deemed to
                mean
                payment of Investor Price or Subscription Price as respectively reduced
                by
                the Portion of Subscription Price and price paid for the Additional
                Shares. 

            


    

    


    
      	
               

            	
              (b)

            	
              This
                Amendment Agreement shall become effective upon the execution and
                delivery
                of this Amendment Agreement by the Investor, the Promoters and the
                Company. 

            


    

    


    
      	
               

            	
               (c)

            	
              Except
                as expressly set forth in this Amendment Agreement, all agreements,
                covenants, undertakings, provisions, stipulations, and promises contained
                in the SSA are hereby ratified, readopted, approved, and confirmed
                and
                remain in full force and effect. 

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              8.  

            	
              RESOLUTION
                OF
                DISPUTES

            


    

    


    
      	
               

            	
              (a)

            	
              Amicable
                Settlement: If any dispute arises between Investor and/or the Promoters
                and/or Company during the subsistence of this Amendment Agreement
                or
                thereafter, in connection with the validity, interpretation,
                implementation or alleged breach of any provision of this Amendment
                Agreement or regarding a question, including the question as to whether
                the termination of this Amendment Agreement by one Party hereto has
                been
                legitimate (“Dispute”), the disputing Parties hereto shall endeavour to
                settle such Dispute amicably. The attempt to bring about an amicable
                settlement shall be considered to have failed if not resolved within
                60
                days from the date of the Dispute. 

            


    

    


    
      	
               

            	
              (b)

            	
              Conciliation:
                If the Parties are unable to amicably settle the Dispute in accordance
                with Clause 8(a) within the period specified therein, the Parties
                shall
                forthwith but not later than 30 days after expiry of the aforesaid
                period,
                refer the Dispute to Mr. Ram Mukunda and Mr. Jortin Antony for resolution
                of the said Dispute. The attempt to bring about such resolution shall
                be
                considered to have failed if not resolved within 30 days from the
                date of
                receipt of a written notification in this regard.
                

            


    

    


    
      	
               

            	
              (c)

            	
              Arbitration:
                If the Parties are unable to amicably settle the Dispute in accordance
                with Clause 8(b) within the period specified therein, any Party to
                the
                Dispute shall be entitled to serve a notice invoking this Clause
                and
                making a reference to an arbitration panel of three arbitrators.
                Each
                party to the dispute shall appoint one arbitrator within 30 days
                of
                receipt of the notice of the Party making the reference, and the
                two
                arbitrators, so appointed shall appoint a third arbitrator. The
                Arbitration proceedings shall be held in accordance with the Arbitration
                and Conciliation Act, 1996. The decision of the arbitration panel
                shall be
                binding on all the Parties to the Dispute.


            


    

    


    
      	
               

            	
              (d)

            	
              The
                place of the arbitration shall be Mumbai, India.
                

            


    

    


    
      	
               

            	
              (e)

            	
              The
                arbitration proceedings shall be governed by the laws of India.
                

            


    

    


    
      	
               

            	
              (f)

            	
              The
                proceedings of arbitration shall be in the English language.
                

            


    

    


    
      	
               

            	
              (g)

            	
              The
                Arbitrator’s award shall be substantiated in writing. The court of
                arbitration shall also decide on the costs of the arbitration proceedings.
                The cost of arbitration shall be borne by the Company.
                

            


    

    


    
      	
               

            	
              (h)

            	
              The
                award shall be binding on the Parties subject to the Applicable Laws
                in
                force and the award shall be enforceable in any competent court of
                law.
                

            


    

    


    
      	
               

            	
              (i)

            	
              The
                Mumbai court (including any appellant court) in India shall have
                exclusive
                jurisdiction. 

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              9.  

            	
              INDEMNITY

            


    

    


    
      	
               

            	
              (a)

            	
              Without
                prejudice to any other right available to the Investor in law or
                under
                equity, the Promoters shall jointly and severally indemnify, defend
                and
                hold harmless the Investor, their Affiliates, directors, advisors,
                officers, employees and agents, or, if so desired by the Investor,
                the
                Promoters shall indemnify the Company, from and against any and all
                liabilities, damages, demands, Claims (including third party Claims),
                actions, judgments or causes of action, assessments, interest, fines,
                penalties, and other costs or expenses (including, without limitation,
                amounts paid in settlement, court costs and all reasonable attorneys'
                fees
                and out of pocket expenses) (“Losses”) directly based upon, arising out
                of, or in relation to or otherwise in respect of:
                

            


    

     

    
      	
               

            	
              (i)

            	
              any
                inaccuracy in or any breach of any representation, warranty, covenant
                or
                agreement of the Promoters or Company contained in the SSA or this
                Agreement or any document or other papers delivered by any of them
                to the
                Investor in connection with or pursuant to the SSA or this Agreement;
                

            


    

    


    
      	
               

            	
              (ii)

            	
              any
                liability arising out of non compliance of any obligation undertaken
                by
                the Company or the Promoters; 

            


    

    


    
      	
               

            	
              (iii)

            	
              any
                liabilities and obligations of whatever nature relating to any litigation,
                claim or governmental investigation pending or relating to the business
                or
                operations of the Promoters or the Business of the Company prior
                to the
                date of execution of the SSA or this Agreement and as on the Completion
                Date; 

            


    

    


    
      	
               

            	
              (iv)

            	
              any
                liability due to any non-compliance of any applicable law, rules
                or
                regulations prior to the date of execution of this Agreement and
                as on the
                Completion Date. 

            


    

    


    
      	
               

            	
              (b)

            	
              Any
                compensation or indemnity as referred to in Clause 9(a) above shall
                be
                such as to place the Investor in the same position as it would have
                been
                in, had there not been any such breach and as if the Representation
                and
                Warranty under which Investor is to be indemnified, had been correct.
                

            


    

    


    


    
      	
              10.  

            	
              MISCELLANEOUS

            


    

    


    
      	
               

            	
              (a)

            	
              No
                Implied Waiver 

            


    

    


    Subject
      to the terms of this Amendment Agreement, the execution, delivery and
      performance of this Amendment Agreement shall not, except as expressly provided
      herein, constitute a waiver or modification of any provision of, or operate
      as a
      waiver of any right, power or remedy of the Parties under the SSA or prejudice
      any right or remedy that either Party may have or may have in the future under
      or in connection with the SSA or any instrument or agreement referred to
      therein.  The Parties hereto acknowledge and agree that the
      Representations and Warranties of the Parties contained in the SSA, the clauses
      on, including but not limited to indemnity and confidentiality shall survive
      the
      execution and delivery of this Amendment Agreement and the effectiveness
      hereof.

    


    
      	
               

            	
              (b)

            	
              Governing
                law 

            


    

    


    This
      Amendment Agreement shall be governed and construed in accordance with the
      laws
      of India.

     

    
    

    
      	
               

            	
              (c)

            	
              Costs
                

            


    

    


    The
      Company shall pay the stamp duty and all other costs and expenses in relation
      to
      this transaction, upto USD 50,000.

    


    
      	
               

            	
              (d)

            	
              Execution
                in Counterparts 

            


    

    


    This
      Amendment Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original and all of which, taken together, shall constitute
      one and the same instrument.

    


    
      	
               

            	
              (e)

            	
              Assignment
                

            


    

    


    This
      Agreement and the rights and liabilities hereunder shall bind and inure to
      the
      benefit of the respective successors of the Parties hereto, but no Party shall
      assign or transfer any of its rights and liabilities hereunder to any other
      Person without the prior written consent of the other Parties, which will not
      be
      unreasonably withheld. Notwithstanding anything stated above, the Investor
      shall
      be entitled to assign its rights and obligations hereunder, including its rights
      over the pledge of Promoter Shares, to any of its Affiliates or its holding
      company or ultimate parent company or their Affiliates, without the consent
      of
      the other Parties.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF THE PARTIES TO THIS AMENDMENT AGREEMENT HAVE SET AND SCRIBED
      THEIR HANDS
      AT                    ,
      ON THE DAY MONTH AND YEAR FIRST NOTED ABOVE, IN PRESENCE OF:

    


    
      	
              SIGNED
                AND
                DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "INVESTOR
                "

            	
              )

            
	
              INDIA
                GLOBALIZATION CAPITAL,
                INC.

            	
              )

            
	 	
              )

            
	 	 
	
              ON
                THE  21st DAY
                OF DECEMBER2007

            	
              )

            


    

    


    
      	
              IN
                THE PRESENCE
                OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND
                ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND
                DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "COMPANY"

            	
              )

            
	
              BY
                THE HAND OF
                Mr.

            	
              )

            
	
              (AUTHORISED
                SIGNATORY) PURSUANT TO
                THE

            	
              )

            
	
              RESOLUTION
                PASSED BY THE
                BOARD

            	
              )

            
	
              ON
                THE 10thDAY
                OF DECEMBER2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE
                OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND
                ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND
                DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "Promoters"

            	
              )

            
	 	
              )

            
	 	
              )

            
	 	 
	 	 
	
              ON
                THE 21st DAY
                OF DECEMBER2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE
                OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND
                ADDRESS:

            	
              )

            


    

     

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      1

     

     

    NAME
      AND DETAILS OF
      PROMOTERS

     

    


    
      	
              Name
                of
                Shareholder

              
              

            	
              Number
                of
                Shares

              
              

            
	
              Mr.
                M.K.
                Chacko

            	
              2000

            
	
              Dr.
                V.J. Sebastian

            	
              520000

            
	
              Mrs.
                Kunjamma Antony

            	
              237000

            
	
              Mr.
                James Joseph

            	
              2000

            
	
              Mr.
                Antony C. Thevaril

            	
              493100

            
	
              Mr.
                Joy Joseph

            	
              2000

            
	
              Mrs.
                Thresiamma Joseph

            	
              2000

            
	
              Kairali
                Orchids Private Limited

            	
              116000

            
	
              Mr.
                P.C. Chacko

            	
              2000

            
	
              Mrs.
                Reeni Jose

            	
              4000

            
	
              Mr.
                Gijo Thomas

            	
              6000

            
	
              Mr.
                V.C. Antony

            	
              290380

            
	
              Mrs.
                Simi Antony

            	
              6000

            
	
              Mr.
                Alex Antony

            	
              494720

            
	
              Mr.
                K.V. George

            	
              16000

            
	
              Prof.
                Jose Thomas

            	
              2000

            
	
              Mr.
                P.V. Mathai

            	
              2000

            
	
              Mr.
                P.K. Sukumaran Nair

            	
              2000

            
	
              Mr.
                Jose Joseph

            	
              3680

            
	
              Mr.
                K.V. Thomas

            	
              500

            
	
              Mr.
                Jortin Antony

            	
              813800

            
	
              Mr.
                George Thomas

            	
              91800

            
	
              Mr.
                Thomas Oommen

            	
              2000

            
	
              AAA
                Investment Company

            	
              360000

            
	
              Mrs.
                Jeggy George

            	
              72000

            
	
              Mrs.
                Sheeba Jortin

            	
              679520

            
	
              Mr.
                Shaju Antony

            	
              15000

            
	
              Mr.
                Georgekutty Kurian

            	
              50000

            
	
              Total

            	
              42,87,500

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      2

     

    FORM
      OF POWER OF
      ATTORNEY

     

    


    TO
      ALL TO WHOM THESE PRESENTS SHALL
      COME, I, Jortin
      Antony, an Indian
      inhabitant having my address at Techni Bharti Limited,
By pass
      road, Edappally, Kochi – 682 024, India (the “Pledgor”) acting
      for myself and on behalf of the
      other promoters / shareholders set out in Annexure 1 (collectively “Promoters”)
SEND
      GREETINGS:

    


    And
      Whereas the Promoters are the
      legal and beneficial
      ownersof
42,87,500 
      Equity Shares (“Equity
      Shares”) of
Techni
      Bharti Limited, a company registered
      under the
      Companies Act, 1956 and having its registered office at By pass road,
      Edappally, Kochi – 682 024, India
      (the “Company”) having full legal right, title and interest in those Equity
      Shares with power to deal with such Equity Shares in any manner they
      think fit.

    


    And
      Whereas the Promoters,
      the Company and India
      Globalization
      Capital, Inc. a company organised
      under the laws of the State of Maryland and having its office address at 4336
      Montgomery Avenue Bethesda, MD 20814 (“Pledgee”) have entered into
      an Amendment Agreement
      dated 20thDecember,
      2007(“Amendment
Agreement”),
      pursuant to which the
      Investor has agreed to
      subscribe to Portion
      of Subscription Shares
(as defined in the
Amendment
Agreement).

    


    And
      Whereas the Pledgor along with the
      other Promoters of the Company (as defined in the Amendment Agreement)
      have undertaken
      to cause the Company to
      perform certain obligations under the AmendmentAgreementand
      the Promoters have authorised the
      Pledgor, by powers of attorney, to, inter-alia, execute this power of attorney
      on their behalf.

    


    And
      Whereas the Promoters havesecured
      the performance by them of
      their obligations
      to cause the Company to do certain acts, by pledging and creating
      a charge
      on 42,87,500 
      Equity Shares of the Company
held by the Promoters
      (hereinafter referred
      to as
      the “Pledged Shares”).

    


    Pursuant
      to Clause 4(g) of
      the Amendment Agreement,
      the Pledgor, acting for himself
      and on behalf of
      the Promoters,has
      undertaken and agreed to irrevocably appoint the Pledgee as its attorney-in-fact
      to take all necessary
      action and sign all necessary documents, letters, undertakings etc. as may
      be
      required so as to effect a transfer of the Pledged Shares to the Pledgee or
      any
      of his nominees. In
      pursuance of the above, the Pledgor is desirous of appointing the Pledgee as
      its
      Attorney.

    


    Capitalized
      terms not defined herein
      shall have the meanings ascribed to them in the Amendment Agreement.

    


    
      	
               

            	
              NOW
                KNOW YE ALL AND THESE PRESENTS
                WITNESS THAT

            


    

    


    The
      Pledgor, acting
      for himself and on behalf of the
      Promoters,does hereby
      irrevocably nominate, constitute and appoint the Pledgee (i.e. INDIA
      GLOBALIZATION
      CAPITAL, INC. a company organised
      under the laws of the State of Maryland acting directly or indirectly
      through
      one or more of its newly formed non US Affiliates, alongwith such newly formed
      non-US Affiliates, and
      having its office address at 4336
      Montgomery Avenue Bethesda, MD 20814, or any hereinafter
      referred to as Attorney) to
      be the true and lawful Attorney of the Pledgor (acting for himself and
      on behalf of the
      Promoters)and in his name
      and on his behalf and at his risk and costs, to do or cause to be done the
      following acts, deeds, matters or things, that is to say:

    


    
      	
              1.  

            	
              at
                any time, to take any action
                and execute any instrument, deed, document, undertaking etc. that
                the
                Attorney may deem necessary or advisable to keep the charge or pledge
                created over the Pledged Shares secured and in full force and
                effect.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
              2.  

            	
              at
                any time after the Promoters and/or
                the Company commit a breach
                of the provisions of the Amendment Agreement,
                in the opinion of the
                Investor:

            


    

    


    
      	
              a)  

            	
              to
                execute any instrument, deed,
                document, undertaking including necessary transfer forms as transferor
                in
                respect of all the Pledged Shares in the name of the Promoters /
                Pledgor including revalidation
                of blank
                transfer forms duly signed by the Promoters /
Pledgor
                in respect of the Pledged
                Shares so as to effect a transfer of the Pledged Shares to the Pledgee
                or
                its nominee, as the
                case may be, and to ensure that the name of the Pledgee and/or its
                nominee
                is incorporated in the ‘register of members’ as a ‘member’ in respect of
                the Pledged Shares;

            


    

    


    
      	
              b)  

            	
              to
                sign on behalf of the
                Promoters /
                Pledgor the
                consent
                letter in the form as set out herein;

            


    

    


    
      	
              c)  

            	
              to
                vote at all or any meetings of
                the shareholders of the Company or otherwise to act as the Promoters’ / Pledgor’s
                attorney or attorney’s
                representative(s) or proxy(ies) in respect of the Pledged Shares;
                and

            


    

    


    
      	
              d)  

            	
              to
                appoint any proxy (ies) to
                represent the Promoters /
Pledgor
                at all or any meetings of
                the  shareholders of the Company with full authority to vote at
                such meetings in such manner as the Attorney may deem
                fit.

            


    

    


    
      	
              3.  

            	
              at
                any time, to make such
                declaration in respect of the Pledged Shares as may be in the opinion
                of
                the said Attorney required or necessary in
                law.

            


    

    


    
      	
              4.  

            	
              at
                any time, to enter into, make,
                sign, execute, deliver, acknowledge and perform all engagements,
                contracts, agreements, indentures, papers, documents, writings, things,
                deeds etc. that may be necessary or proper to be entered into and
                signed,
                sealed, executed, delivered, acknowledged and performed for the purposes
                of giving effect to the transfer of the Pledged Shares to the Pledgee
                and/or its nominee.

            


    

    


    
      	
              5.  

            	
              requisition
                general meetings,
                receive notices convening general meetings, attend and vote at general
                meetings on our behalf in respect of all or such number of Pledged
                Shares
                as may be considered appropriate by the Pledgee, to act as the
Promoters’
/
Pledgor’s
                attorney or attorney’s
                representative(s) or proxy(ies) in respect of the Pledged
                Shares, to
                appoint any proxy (ies) to
                represent the Promoters /
Pledgor
                at all or any meetings of
                the  shareholders of the Company with full authority to vote at
                such meetings in such manner as the Attorney may deem fit.

            


    

    


    
      	
              6.  

            	
              at
                any time, to offer the Pledged
                Shares for dematerialisation or rematerialisation pursuant to the
                Depositories Act, 1996 and the rules made and to obtain registration
                of
                the names of the beneficial owners thereof in the records of the
                Depository or any other intermediary, and to do all acts, deeds and
                things, and to execute and deliver all deed, documents and writing
                in
                order to obtain and implement dematerialisation or rematerialisation
                of
                the Pledged Shares.

            


    

    


    
      	
              7.  

            	
              to
                act in relation to these
                premises as fully and effectually in all respects as we the Promoters /
Pledgor
                ourselves could do if
                personally present.

            


    

    


    


    AND
      WE HEREBY agree to ratify and
      confirm all and whatsoever our said Attorney shall do or purport to do or cause
      to be done by virtue of these presents.

    


    AND
      WE HEREBY declare that this Power of
      Attorney is and shall be irrevocable until the complete transfer of all the
      Promoter Shares
from
      the Promoters
to the Investor
      in accordance with the
Amendment Agreement.

    


    IN
      WITNESS WHEREOF the Pledgor has
      caused this Power of Attorney to be executed, for
      himself and on behalf of the
      Promoters, on the day,
      month and year first above written,.

    


    SIGNED
      AND DELIVERED BY Mr. Jortin Antony acting
      for himself and
      on behalf of the Promoters listed in Annexure 1

    


    


    NOTARY

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

      ANNEXURE
        1

    

     

     

    NAME
      AND DETAILS OF
      PROMOTERS

     

    


    
      	
              Name
                of
                Shareholder

              
              

            	
              Number
                of
                Shares

              
              

            
	
              Mr.
                M.K.
                Chacko

              
              

            	
              2000

            
	
              Dr.
                V.J. Sebastian

            	
              520000

            
	
              Mrs.
                Kunjamma Antony

            	
              237000

            
	
              Mr.
                James Joseph

            	
              2000

            
	
              Mr.
                Antony C. Thevaril

            	
              493100

            
	
              Mr.
                Joy Joseph

            	
              2000

            
	
              Mrs.
                Thresiamma Joseph

            	
              2000

            
	
              Kairali
                Orchids Private Limited

            	
              116000

            
	
              Mr.
                P.C. Chacko

            	
              2000

            
	
              Mrs.
                Reeni Jose

            	
              4000

            
	
              Mr.
                Gijo Thomas

            	
              6000

            
	
              Mr.
                V.C. Antony

            	
              290380

            
	
              Mrs.
                Simi Antony

            	
              6000

            
	
              Mr.
                Alex Antony

            	
              494720

            
	
              Mr.
                K.V. George

            	
              16000

            
	
              Prof.
                Jose Thomas

            	
              2000

            
	
              Mr.
                P.V. Mathai

            	
              2000

            
	
              Mr.
                P.K. Sukumaran Nair

            	
              2000

            
	
              Mr.
                Jose Joseph

            	
              3680

            
	
              Mr.
                K.V. Thomas

            	
              500

            
	
              Mr.
                Jortin Antony

            	
              813800

            
	
              Mr.
                George Thomas

            	
              91800

            
	
              Mr.
                Thomas Oommen

            	
              2000

            
	
              AAA
                Investment Company

            	
              360000

            
	
              Mrs.
                Jeggy George

            	
              72000

            
	
              Mrs.
                Sheeba Jortin

            	
              679520

            
	
              Mr.
                Shaju Antony

            	
              15000

            
	
              Mr.
                Georgekutty Kurian

            	
              50000

            
	
              Total

              
              

            	
              42,87,500

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
2A

     

    


     

     

    SPECIMEN
      FORM OF CONSENT LETTER OF PROMOTERS

     

    [On
      the letterhead of the Promoters]

    


    [Insert
      Date]

    


    Dear
      Sir,

    
      	
              Re:

            	
              Acquisition
                of
                42,87,500 equity shares of Techni Bharti Limited (“Company”) by India
                Globalization Capital, Inc. (“Purchaser”) from Indian resident
                shareholders

            


    

    


    


    I,
      acting
for himself and on behalf of
      the
      Promoters, hereby accord our consent for the transfer of 42,87,500 equity
      shares held by us in Company to the Purchaser at a price of Indian rupee
      equivalent of Rs.  38.46/- per share.

    


    I
      request
      you to kindly take the above 'no objection' on record.

    


     

    Yours
      faithfully,

     

    


    


    [Name
      of Promoter]

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3

    


    


    
      	
              
              

              Clause
                reference
                no.

              
              

            	
              
              

              Relating
                to

              
              

            	
              
              

              Particulars

              
              

            
	
              
              

              Definitions

              
              

            	
              
              

              Existing
                Accounts

              
              

            	
              
              

              Please
                see Annexure
                1

              
              

            
	
              
              

              Definitions

              
              

            	
              
              

              Third
                Party
                Contracts

              
              

            	
              
              

              (i)
                Four Laning Contract of NH –
                54, entered into between the Company and the National Highway Authority
                of
                India, between Maibong – Lumding, in the State of Assam, awarded under
                Package no. AS – 25.

              (ii)
                Asphalting work of four
                laning of NH – 7 entered into between the Company and IVRC Limited,
                Chennai between Madurai – Thirunelveli, in the State of Tamil Nadu,
                awarded under package no. NS – 41.

              
              

            
	
              
              

              Clause
                3(o)

              
              

            	
              
              

              Utilisation
                of Portion of
                Subscription Price

              
              

            	
              
              

              (i)
                Rs. 4 crores for the Four
                Laning Contract in the State of Assam

              (ii)
                Rs. 2 crores for the
                asphalting work of four laning in the State of Tamil Nadu

              (iii)
                Rs. 1.30
crores
for
                settling overdue interest to
                Federal Bank and repayment of first instalment of re-scheduled loan
                with
                Dhanalaxmi Bank Limited

              (iv)
                Rs. 1.5crores
                for paying the first
                instalment of one time settlement with M/s Shamrao Vittal Co-operative
                Bank, Mumbai

              (v)
                the balance will be used for
                the purpose as agreed with the Investor.

              
              

            
	
              
              

              Clause
                3(o)

              
              

            	
              
              

              Weekly
                reportings

              
              

            	
              
              

              Cash
                flows requirements and
                utilisations and project progress in a format
                acceptable to the
                Investor.

              
              

            
	
              
              

              Clause
                3(l)

              
              

            	
              
              

              Odeon
                Agreement

              
              

            	
              
              

              Postponement
                of the Share Purchase
                Agreement entered into by the Investor with
                Odeon Limited upto April 30,
                2008.

              
              

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

    ANNEXURE
      1 TO SCHEDULE 3

    


    
      	
              
              

              Sl.
                No.

              
              

            	
              
              

              Name
                of Bank

              
              

            	
              
              

              Account
                No.

              
              

            
	
              
              

              1.

              
              

            	
              
              

              State
                Bank of Travancore

              Edappally
                Branch

              Kochi
                – 682 024

              
              

            	
              
              

              
              

              57016009072

              
              

            
	
              
              

              2.

              
              

            	
              
              

              Andhra
                Bank

              Ajay
                Vihar

              M.G.Road

              Ernakulam
                – 682001

              
              

            	
              
              

              
              

              CA
                1478

              
              

            
	
              
              

              3.

              
              

            	
              
              

              Federal
                Bank

              Premier
                Junction

              Kalamassery
                683 104

              
              

            	
              
              

              
              

              CA
                1504

              
              

            
	
              
              

              4.

              
              

            	
              
              

              Federal
                Bank

              St.
                George Church Building

              Edappally

              Kochi
                – 682 024

              
              

            	
              
              

              
              

              512

              
              

            
	
              
              

              5.

              
              

            	
              
              

              Bank
                of Baroda

              Lourde
                Centre

              Opp.
                Old Bus Stand

              Alwaye

              
              

            	
              
              

              
              

              
              

              05620200000056

              
              

            


       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  
                  

                  6.

                  
                  

                	
                  
                  

                  State
                    Bank of Travancore

                  P.O.Box
                    No.33

                  Tirunelveli
                    Branch

                  Sreepuram,
                    Tirunelveli

                  
                  

                	
                  
                  

                  
                  

                  67035845850

                  
                  

                
	
                  
                  

                  7.

                  
                  

                	
                  
                  

                  State
                    Bank of India

                  Singtam
                    P.O.

                  East
                    Sikkim 237 134

                  
                  

                	
                  
                  

                  
                  

                  01000050183
                    – Collection

                  01000050182
                    – Disbursement

                  
                  

                
	
                  
                  

                  8.

                  
                  

                	
                  
                  

                  State
                    Bank of Mysore

                  Taluk
                    Office Compound Main Branch

                  Hiriyur

                  Chithradurga
                    District – 572 143

                  
                  

                	
                  
                  

                  
                  

                  
                  

                  599

                  
                  

                
	
                  
                  

                  9.

                  
                  

                	
                  
                  

                  Syndicate
                    Bank

                  Perumanoor
                    Branch

                  M.G.Road
                    South End

                  Perumanoor

                  Kochi

                  
                  

                	
                  
                  

                  
                  

                  
                  

                  101/46

                  
                  

                
	
                  
                  

                  10.

                  
                  

                	
                  
                  

                  State
                    Bank of India

                  Talcher
                    Branch

                  ORISSA

                  Ph:
                    06760241024

                  
                  

                	
                  
                  

                  
                  

                  
                  

                  30264141108

                  
                  

                


        

         

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  
                  

                  11.

                  
                  

                	
                  
                  

                  HDFC
                    Bank

                  Ground
                    Floor, Elmar Square

                  39/4157,
                    M.G.Road

                  Ravipuram

                  Kochi
                    – 682 016

                  
                  

                	
                  
                  

                  
                  

                  
                  

                  0200350000411

                  
                  

                
	
                  
                  

                  12.

                  
                  

                	
                  
                  

                  Andhra
                    Bank

                  Rajajinagar
                    Branch

                  Rajaji
                    Nagar Post

                  Bangalore
                    – 560 010

                  
                  

                	
                  
                  

                  
                  

                  
                  

                  CA
                    1729

                  
                  

                
	
                  
                  

                  13.

                  
                  

                	
                  
                  

                  State
                    Bank of Travancore

                  Vellayambalam
                    Branch

                  Vellayambalam

                  Trivandrum
                    695 010

                  
                  

                	
                  
                  

                  
                  

                  CA
                    638

                  
                  

                
	
                  
                  

                  14.

                  
                  

                	
                  
                  

                  Federal
                    Bank

                  Cuttack
                    Branch

                  Cuttack,
                    ORISSA

                  
                  

                	
                  
                  

                  
                  

                  
                  

                  A/c
                    No. 417

                  
                  

                
	
                  
                  

                  15.

                  
                  

                	
                  
                  

                  Federal
                    Bank Limited

                  No.
                    17, Connaughut Circus

                  New
                    Delhi – 110 001

                  
                  

                	
                  
                  

                  
                  

                  CA
                    1975

                  
                  

                
	
                  
                  

                  16.

                  
                  

                	
                  
                  

                  State
                    Bank of India

                  Lumding

                  Nagaon
                    District

                  Assam

                  
                  

                	
                  
                  

                  
                  

                  01000050173

                  
                  

                


        

        
 

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

      

       

       

    

    SCHEDULE
      4

    


    (ON
      THE LETTERHEAD OF SAAG RR INFRA LIMITED)

    


    Techni
      Bharathi Limited

    Address

    


    India
      Globalization Capital, Inc.

    Address

    


    


    


    Dear
      Sir,

    


    Shareholders
      cum Subscription Agreement dated February 9, 2007 executed between Techni
      Bharathi Limited (“Company”) and SAAG RR Infra Limited
      (“Agreement”)

    


    


    We,
      SAAG
      RR Infra Limited, had agreed to subscribe to 64,31,250 equity shares in the
      Company constituting 60% of the post issued paid up share capital of the
      Company, subject to satisfaction of conditions precedent set out therein, within
      4 months from the date of execution of the Agreement. However, we have not
      subscribed to any securities in the Company, till date.

    


    We
      have,
      from time to time, advanced to the Company, an amount of Rs. [ ] as unsecured
      loans, out of which an amount of Rs. [ ] is outstanding to us.

    


    We
      have
      been informed of the arrangement proposed to be effected between the Company
      and
      India Globalization Capital, Inc. (“IGC”). We hereby agree, acknowledge,
      undertake and confirm as under:

    


    
      	
              1.

            	
              With
                effect from the date hereof and until April 30, 2008, we shall not
                exercise our right or option under the Agreement or pursuant to any
                other
                arrangement, to subscribe to securities in the Company;
                

            


    

    


    
      	
              2.

            	
              We
                understand that the Company will, before April 30, 2008, repay the
                loan of
                Rs. [ ] immediately upon receipt by the Company, of funds from IGC
                and
                will obtain release 

            


    

    


    


    
      	
               

            	
              of
                the bank guarantee issued by [ ] in favor of IVRCL, guaranteeing
                the
                repayment by the Company, of an amount of Rs. [ ]. Forthwith upon
                receipt
                of an amount of Rs. [ ] from the Company, we shall release and discharge
                the Company, of and from any and all past, present or future, known
                or
                unknown claims, debts, conditions, promises, acts, demands, obligations,
                actions, causes of action, rights, accountings, damages, costs, expenses
                and compensation which SAAG RR Infra Limited now has, or which may
                hereinafter accrue or other wise be acquired by SAAG RR Infra Limited.
                

            


    

    


    We
      further confirm that subject to the repayment by the Company, of an amount
      of
      Rs. [ ], the Agreement shall stand automatically terminated and no rights,
      duties, obligations of the parties under the Agreement shall survive. We hereby
      confirm that subject to the above, that there are no agreements, arrangements,
      options, warrants, calls or other rights relating to the issuance, sale,
      purchase or redemption of any shares or other securities of the Company or
      any
      pre-emptive rights, rights of first refusal or other similar rights relating
      to
      any shares or other Securities of the Company.

    


    


    Yours
      faithfully,

    For
SAAG
      RR Infra
      Limited

    


     

    


    Accepted

    


     

    


    India
      Globalization Capital, Inc.

     

     

    
      
        
        

      

      
        21