ex10-5.htm


    Exhibit
      10.5


    


    SHAREHOLDERS
      AGREEMENT

    


    AMONG

    


    INDIA
      GLOBALIZATION CAPITAL, INC., USA

    


    AND

    


    SRICON
      INFRASTRUCTURE PRIVATE LIMITED

    


    AND

    


    THE
      PROMOTERS

    


    


    


    SHAREHOLDERS
      AGREEMENT

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    THIS
      SHAREHOLDERS AGREEMENT (this “Agreement”) is
      made as on this 15th day of
      September
      2007 BETWEEN:

    


    INDIA
      GLOBALIZATION CAPITAL, INC. (IGC-USA) a company incorporated 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 newly formed non US Affiliates,
      alongwith such newly formed non-US Affiliates (hereinafter collectively referred
      to as “IGC” which expression shall, unless it be repugnant to
      the context or meaning thereof, be deemed to mean and include its successors
      and
      permitted assigns) of the FIRST PART;

    


    AND

    


    SRICON
      INFRASTRUCTURE PRIVATE LIMITED, a company incorporated under the laws
      of India and having its office address at Sricon House 25, Pragati Layout,
      Rajeev Nagar, Nagpur, India (hereinafter referred to as "the
      Company", which expression shall, unless repugnant to the context or
      meaning thereof, be deemed to mean and include its successors) of the
SECONDPART;

    


    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, executors, and administrators) of the
      THIRDPART.

    


    IGC,
      Company and Promoters are individually referred to as "Party"
      and collectively as "Parties".

    


    WHEREAS:

    


    
      	
              A.  

            	
              The
                Company is engaged in the business of infrastructure development
                specialising in construction of roads (the
                “Business”);

            


    

    


    
      	
              B.  

            	
              IGC
                is currently engaged in making investments in India especially in
                sectors
                which inter alia includes power, infrastructure, and wishes to
                make a foray into the Business;

            


    

    


    
      	
              C.  

            	
              The
                Parties have entered into a Share Subscription cum Purchase Agreement
                (“SSPA”) of even date, setting out the terms and
                conditions subject to which IGC shall subscribe to Shares in the
                Company
                and acquire Shares from the Promoters of the Company. Pursuant to
                the
                SSPA, IGC has agreed to subscribe to and acquire Shares of the Company,
                such that post subscription and acquisition, IGC shall hold 63% of
                the
                issued and paid up share capital of the Company subject to the conditions
                set out therein;

            


    

    


    
      	
              D.  

            	
              The
                Parties have agreed to enter into this Agreement for the purposes
                of
                regulating their relationship with each other as members of the Company
                and regulating, as between themselves, certain aspects of the affairs
                of
                the Company.

            


    

    


    NOW
      THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED
      HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION THE ADEQUACY OF WHICH IS HEREBY
      ACKNOWLEDGED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AND THIS
      AGREEMENT WITNESSETH AS UNDER:

    


    
      	
              1.  

            	
              DEFINITIONS
                AND INTERPRETATION

            


    

    


    
      	
              1.1  

            	
              Definitions

            


    

    


    In
      this
      Agreement, the following terms, to the extent not inconsistent with the context
      thereof or otherwise defined herein, shall have the following meanings assigned
      to them herein below:

    


    
      	
              (a)  

            	
              “Act
                or Companies Act” shall mean the Indian Companies Act, 1956 and
                any amendment thereto or any other succeeding enactment for the time
                being
                in force.

            


    

    


    
      	
              (b)  

            	
              ”Affiliate”
                means (i) when used in respect of a specified legal person, each
                legal
                person that directly or indirectly through one or more intermediaries,
                Controls or is Controlled by, or is under common Control with the
                person
                specified (ii) when used in respect of an individual party, such
                person’s
                relative within the meaning of section 6 of the Act. In this definition
                “Control” (and its derivatives) means both (i) holding beneficially more
                than fifty per cent (50%) of equity interests and (ii) the ability
                to cast
                more than fifty (50%) per cent of the voting rights attaching to
                voting
                shares or (iii) power to direct the management or policies of such
                entity
                by contract or otherwise.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (c)  

            	
              “Agreement”
                shall mean this Shareholders Agreement together with the
                annexures thereto as from time to time made, amended, supplemented
                or
                replaced or otherwise modified in accordance with the terms of this
                Agreement.

            


    

    


    
      	
              (d)  

            	
              “Applicable
                Law(s)” means any statute, law, regulation, ordinance, rule,
                judgment, order, decree, bye-law, approval, directive, guideline,
                policy,
                requirement or other governmental restriction or any similar form
                of
                decision of, or determination by, or any interpretation or administrative
                order having the force of law of any of the foregoing, by any Government
                Authority having jurisdiction over the matter in
                question.

            


    

    


    
      	
              (e)  

            	
              ”Board”
                shall mean the board of directors of the
                Company.

            


    

    


    
      	
              (f)  

            	
              “Budget”
                means the budget of the Company from time to time approved
                by the
                Shareholders in accordance with the provisions of this
                Agreement.

            


    

    


    
      	
              (g)  

            	
              “Business”
                has the meaning given in recital A.

            


    

    


    
      	
              (h)  

            	
              “Business
                Plan” means the operating and capital budget for the Company
                prepared on an annual basis for a Financial Year, with reference
                to the
                Business, which business plan shall identify and set out, inter
                alia, the time scales and financial projections with key assumptions
                listed, including all planned commitments, borrowings, amount and
                timing
                of capital contributions to be made by the Shareholders, projected
                profit
                and loss, balance sheet, cash flow for such Financial Year in a form
                to be
                mutually agreed in writing between the
                Parties.

            


    

    


    
      	
              (i)  

            	
              ”Claim”
                includes any notice, demand, assessment, letter or other document
                issued
                or action taken by any tax, fiscal or other statutory or governmental
                authority, body or official whatsoever (whether of India or elsewhere
                in
                the world) whereby the Company is or may be placed or sought to be
                placed
                under a liability to make a payment or deprived of any relief, allowance,
                credit or repayment otherwise
                available.

            


    

    


    
      	
              (j)  

            	
              “Company”
                means Sricon Infrastructure Private Limited, incorporated under the
                laws
                of India (registration number 11-106275) whose registered office
                is at
                Sricon House 25, Pragati Layout, Rajeev Nagar, Nagpur,
                India.

            


    

    


    
      	
              (k)  

            	
              “Completion”
                and “Completion Date” shall have the meanings ascribed to
                it in the SSPA.

            


    

    


    
      	
              (l)  

            	
              “Confidential
                Information” means the provisions of this Agreement and (i) any
                information concerning the organisation, business, technology, trade
                secrets, know-how, finance, transactions or affairs of the Company,
                any
                subsidiary or any other Shareholder or any of their respective Affiliates,
                directors, officers or employees (whether conveyed in written, oral
                or in
                any other form and whether such information is furnished before,
                on or
                after the date hereof) and (ii) any information or materials prepared
                by a
                Party or its Representatives that contains or otherwise reflects,
                or is
                generated from, Confidential
                Information.

            


    

    


    
      	
              (m)  

            	
              “Directors”
                means the directors of the Company and
                “Director” means any one of them (as the context
                requires).

            


    

    


    
      	
              (n)  

            	
              “Effective
                Date” shall mean the date of execution of this Agreement by the
                Parties.

            


    

    


    
      	
              (o)  

            	
              “Encumbrances”
                means any encumbrance, lien, charge, security interest, mortgage,
                pledge,
                easement, conditional sale or other title retention or non-disposal
                agreement or other restriction of a similar kind, and all other easements,
                encroachments and title defects of every type and nature, or any
                conditional sale contract, title retention contract, or other contract
                to
                give or to refrain from giving any of the
                foregoing.

            


    

    


    
      	
              (p)  

            	
              “Financial
                Year” means the financial year of the Company ending 31st March
                or other financial year agreed by the Shareholders at a general
                meeting.

            


    

    


    
      	
              (q)  

            	
              “Government
                Authority” or “Government Authorities” means (a)
                central, state, city, municipal or local government, governmental
                authority or political subdivision thereof having jurisdiction; or
                (b) any
                agency or instrumentality of any of the authorities referred to in
                Clause
                (a); or (c) any regulatory or administrative authority, body or other
                organisation having jurisdiction, to the extent that the rules,
                regulations, standards, requirements, procedures or orders of such
                authority, body or other organisation have the force of Applicable
                Laws;
                or (d) any court or tribunal having
                jurisdiction.

            


    

    


    
      	
              (r)  

            	
              “IGC
                Competitor” means any person (alone or together with any of its
                affiliates and successors and permitted assigns of such person) who
                is
                engaged in similar Business.

            


    

    


    
      	
              (s)  

            	
              ‘INR’
                means the lawful currency of India.

            


    

    


    
      	
              (t)  

            	
              ‘Key
                Employees’ shall mean the Managing Director, the Chief Financial
                Officer and the Chief Executive Officer of the
                Company.

            


    

    


    
      	
              (u)  

            	
              ‘Liabilities’
                means any and all current liabilities, obligations, payables, forms
                of
                taxation whether of India or elsewhere in the world, past, present
                and
                deferred (including, without limitation, income tax, stamp duty,
                customs
                and other import or export duties) and all other statutory or governmental
                impositions, duties and levies and all penalties, charges, costs
                and
                interest relating to any Claim.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (v)  

            	
              “Management
                Committee” has the meaning assigned in Clause
                4.2.

            


    

    


    
      	
              (w)  

            	
              'Party'
                shall mean IGC, the Company or the Promoters referred to individually
                and
                'Parties' shall mean IGC, the Company and the Promoters
                referred to collectively.

            


    

    


    
      	
              (x)  

            	
              'Person'
                shall include an individual, an association, a corporation, a partnership,
                a joint venture, a trust, an unincorporated organisation, a joint
                stock
                company or other entity or organisation, including a government or
                political subdivision, or an agency or instrumentality thereof and/or
                any
                other legal entity.

            


    

    


    
      	
              (y)  

            	
              “Pro
                Rata Share” means, with respect to any Shareholder, the
                proportion that the number of fully paid up Shares held by such
                Shareholder bears to the aggregate number of fully paid up Shares
                held by
                all Shareholders, in each case on a  fully diluted
                basis.

            


    

    


    
      	
              (z)  

            	
              “Sale
                Shares” means such number of Shares of the Company agreed to be
                acquired by IGC from the Promoters representing 12 percent of the
                total
                issued and paid up share capital of the Company as of the Effective
                Date.

            


    

    


    
      	
              (aa)  

            	
              “Securities”
                means, with respect to any person, such person's equity capital,
                registered capital, joint venture or other ownership interests (including,
                without limitation, in the case of the Company, shares) or any options,
                warrants, loans or other securities that are directly or indirectly
                convertible into, at or exercisable or exchangeable for, at the sole
                option of such person, such equity capital, registered capital, joint
                venture or other ownership interests (whether or not such Derivative
                Securities are issued by such
                person).

            


    

    


    
      	
              (bb)  

            	
              'Shares'
                shall mean the equity and/or the preference shares of the
                Company.

            


    

    


    
      	
              (cc)  

            	
              "Share
                Capital” means the amount derived by multiplying the total number
                of Shares by Rs. Ten (10).

            


    

    


    
      	
              (dd)  

            	
              'Shareholder'
                or 'Shareholders' shall mean IGC and the Promoters and /
                or any person to whom Shares are issued or transferred in accordance
                with
                the terms of this Agreement.

            


    

    


    
      	
              (ee)  

            	
              “Shareholding”
                in relation to a Shareholder, means ownership of the Shares by such
                Shareholder, at any time.

            


    

    


    
      	
              (ff)  

            	
              “Share
                Subscription cum Purchase Agreement” or “SSPA” shall have the
                meaning ascribed to it in Recital
                C.

            


    

    


    
      	
              (gg)  

            	
              “Subscribed
                Shares” shall mean such number of Shares of the Company agreed
                to
                be subscribed by IGC such that when taken together with the Sale
                Shares,
                IGC’s total shareholding shall represent 63 percent of the total issued
                and paid up share capital of the Company on
                Completion.

            


    

    


    
      	
              (hh)  

            	
              “Transfer”
                means to sell, gift, assign, amalgamate, merge, transmit
                (whether
                by operation of Law or otherwise) or create any Encumbrance on any
                Shares
                or any right, title or interest therein or otherwise to dispose of
                the
                Shares in any manner whatsoever.

            


    

    


    
      	
              (ii)  

            	
              ‘Warrantors’
                means the Company and the Promoters and ‘Warrantor’ means
                any one of them.

            


    

    


    
      	
              1.2  

            	
              Other
                Defined Terms:

            


    

    


    
      	
              (i)  

            	
              ‘Business
                Days’ means the days on which the banks are open for business
                in
                India.

            


    

    


    
      	
              (ii)  

            	
              ‘Dispute’
                shall have the meaning as ascribed to it in Clause 16.1
                of this Agreement.

            


    

    


    
      	
              (iii)  

            	
              ‘Losses’
                shall have the meaning as ascribed to it in Clause 14.1
                of this Agreement.

            


    

    


    
      	
              1.3  

            	
              Interpretation

            


    

    
      	
               

            	 


    

    
      	
               

            	
              1.3.1

            	
              In
                this Agreement (unless the context requires otherwise), any express
                reference to an enactment (which includes any legislation in any
                jurisdiction) includes references
                to:

            


    

    


    
      	
               

            	
              (i)

            	
              that
                enactment as amended, extended or applied by or under any other enactment
                before, on or after the date of this
                Agreement;

            


    

    


    
      	
               

            	
              (ii)

            	
              any
                enactment which that enactment re-enacts (with or without modification);
                and

            


    

    


    
      	
               

            	
              (iii)

            	
              any
                subordinate legislation (including regulations) made (before, on
                or after
                the date of this Agreement) under that enactment, as re-enacted,
                amended,
                extended or applied as described in paragraph (i) above, or under
                any
                enactment referred to in paragraph  (ii)
                above.

            


    

    


    
      	
               

            	
              1.3.2

            	
              In
                this Agreement, reference to including and include shall be construed
                to
                mean “including without limitation” and “include without limitation”
                respectively.

            


    

     

    
      
        	
                 

              	
                1.3.3

              	
                In
                  this Agreement, references to a person shall be construed so as
                  to include
                  any individual, firm, company, unincorporated association of persons,
                  government, state or agency of a state or any joint venture, association,
                  partnership, or employee representative body (whether or not having
                  separate legal personality).

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               1.3.4        

            	
              Where
                there is any inconsistency between the definitions set out in this
                Clause
                l and the definitions set out in any other clause or schedule, then
                for
                the purposes of construing such clause or schedule, the definitions
                set
                out in such clause or schedule shall
                prevail.

            


    

    


    
      	
               

            	
              1.3.5

            	
              In
                this Agreement:

            


    

    


    
      	
               

            	
               (i)

            	
              words
                importing the singular shall include the plural and vice versa;
                and

            


    

    


    
      	
               

            	
              (ii)

            	
              references
                to IGC unless repugnant to the context shall for the purpose of this
                Agreement mean and include the Affiliates of
                IGC.

            


    

    


    
      	
               

            	
              1.3.6

            	
              The
                headings in this Agreement do not affect its interpretation and are
                for
                convenience only. Any schedule or annex to this Agreement shall take
                effect as if set out in this Agreement and references to this Agreement
                shall include its schedules and
                annexure.

            


    

    
 

    
      	
               

            	
              1.3.7

            	
              In
                this Agreement, unless the contrary intention appears, a reference
                to a
                Recital, Clause, Subclause, paragraph, subparagraph, Schedule or
                item is a
                reference to a Recital, Clause, sub-clause, paragraph, subparagraph,
                Schedule or item of this Agreement.

            


    

    


    
      	
               

            	
              1.3.8

            	
              For
                the purposes of any calculation under this Agreement any fraction
                will be
                rounded off to the next integer.

            


    

    


    
      	
               

            	
              1.3.9

            	
              Any
                time period prescribed for the performance of any obligation of IGC
                and/or
                any of its Affiliate under this Agreement to Transfer or subscribe
                to
                Shares of the Company shall be extended by as many days as necessary
                in
                order to facilitate IGC and/or its Affiliate to obtain all such approvals
                (if any) from Government Authorities required under Applicable Laws
                in
                order to fulfil such obligations not being in any event more than
                90 days
                from the date hereof or such longer period as may specifically be
                agreed
                between the Parties.

            


    

    


    1.4        
        BUSINESS OF THE COMPANY

    


    The
      Business of the Company shall be to carry on the business of infrastructure
      development especially in the sector of construction of roads and the Company
      shall not carry on any other business unless otherwise agreed between the
      Parties to this Agreement.

    


    2.          
       FINANCING OF THE COMPANY

    


    
      	
              2.1

            	
              The
                Company has, at the date of this Agreement, an authorised Share Capital
                of
                INR 3,00,00,000 consisting of 30,00,000 Equity Shares of par value
                INR 10
                each. As of date 2932159 Equity Shares have been issued and are held
                by
                the persons in the number and proportion as set out in Schedule
                2A.

            


    

    


    
      	
              2.2

            	
              Upon
                Completion, the Shareholding pattern of the Company shall be as set
                out in
                Schedule 2B.

            


    

    


    
      	
              2.3

            	
              Promoters
                and IGC agree that on Completion, the Parties would have only partly
                funded the Company and that both Parties hereby agree to further
                fund the
                Company, as and when required to the maximum extent as specified
                in the
                Business Plan in proportion to their Shareholding in the Company.
                The
                Parties shall mutually agree on the manner and time of such future
                funding.

            


    

    


    
      	
              2.4

            	
              In
                the event the Company does not have adequate resources to fund its
                operations as envisaged in the Business Plan as amended or revised
                with
                approval of the Board or the Shareholders, and provided the Shareholders
                have funded their full share of funding commitment as set forth in
                the
                Business Plan, the Company shall raise such additional funds
                (“Additional Funds”) (i) through external commercial
                borrowings from IGC on reasonable effort basis, in compliance with
                the
                exchange control regulations or alternatively, through other modes
                of
                non-convertible debt on terms and conditions to be satisfactory to
                IGC
                within a period of 45 days from the requirement of the Additional
                Funds;
                or (ii) if the Board determines that the Company is not able to raise
                external commercial borrowing or non-convertible debt as referred
                to
                herein, by an offering of  Shares (“Additional Shares”)
                to the Shareholders in proportion to their respective Pro
                Rata
                Share in the Company and on terms and conditions to be mutually agreed
                between the Parties. Such Additional Shares to be issued upon subscription
                to the Shareholders shall be fully paid up by the respective Shareholder
                in cash. In the event any Shareholder does not subscribe entirely
                to its
                Pro Rata Share of Additional Shares, the other Shareholder shall
                have the
                right to subscribe to the unsubscribed portion of the Pro Rata Share
                of
                the unsubscribing Shareholder in the Additional Shares
                (“Unsubscribed Additional Shares”).  In the
                event that any Shareholder nominates an Affiliate to subscribe to
                the
                Additional Shares or the Unsubscribed Additional Shares, such Shareholder
                shall cause such Affiliate to execute an Affiliate Deed of Adherence
                in
                the form set out in Schedule 4 and the Company shall not
                issue the Additional Shares or the Unsubscribed Additional Shares
                to such
                Affiliate unless a duly executed (by all parties thereto) Affiliate
                Deed
                of Adherence has been lodged with
                it.

            


    

    


    3.           CONDITIONS
      SUBSEQUENT TO COMPLETION

     

    3.1         Key
      Persons Provisions

     

                  The
      Company shall maintain all the relevant insurances including but not restricted
      to the Directors’ and Officers’ insurance in amounts considered reasonable by
      the Company and consistent with market practice in India.

     

    3.2         Key
      Man Insurance

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              The
                Company shall purchase key man insurance policy of such amounts as
                may be
                decided by the Board, with benefits payable to the Company, covering
                the
                Key Employees and such of the Promoters as may be identified by the
                Company.

            


    

     

    
      	
              4.

            	
              BOARD
                OF DIRECTORS CONSTITUTION, APPOINTMENT, NOMINATION AND
                MANAGEMENT

            


    

     

    
      	
              4.1

            	
              Constitution,
                Appointment and Nomination

            


    

     

    
      	
               

            	 


    

    
      	
               

            	
              (a)

            	
              Subject
                to the provisions of this Agreement and the Companies Act, the Board
                shall
                be responsible for the management, supervision, direction and control
                of
                the Company.  Subject to Applicable Laws, the Board shall
                initially consist of five (5) Directors but may be increased up to
                seven
                (7) Directors subject to a maximum of twelve (12)
                Directors and such Directors shall be appointed in accordance with
                this
                Agreement.

            


    

    


    
      	
               

            	
              (b)

            	
              Composition
                of the Board. The Parties agree that subject to Applicable Laws,
                the Promoters shall be entitled to nominate three (3) Directors,
                out of
                which one shall be Mr R.L. Srivastava and IGC shall be entitled to
                nominate two (2) Directors on the Board. All Directors shall be persons
                whose period of office shall be liable to determination by retirement
                of
                directors by rotation and shall be required to be appointed by the
                Company
                in a general meeting. On the restructuring of the Board, Mr R. L.
                Srivastava, shall be appointed as the Managing Director of the
                Company.

            


    

    


    
      	
               

            	
              (c)

            	
              Appointment
                and Removal of Directors.  Subject to the Applicable
                Laws, Mr R. L. Srivastava shall serve a term of five (5) years. Subject
                to
                the mutual consent of the Board and Mr R. L. Srivastava, the five
                (5) year
                term of Mr R. L. Srivastava may be extended to a further term not
                exceeding 5 years at any one time.

            


    

    
      	
               

            	 


    

    
      	
               

            	
              (d)

            	
              Alternate
                Directors. Any Director may, by prior written notice to the other
                Shareholders and the Company, nominate one alternate at any time
                to act on
                his behalf as a Director in circumstances and for such period as
                may be
                valid under the Companies Act, and the Shareholders shall procure
                that the
                Board shall approve any such nomination and appoint the relevant
                individual to act as alternate Director.  The Shareholders shall
                procure that the Board will, unless the nominating Director instructs
                the
                Board otherwise, automatically reappoint any nominated alternate
                if, for
                any reason, the nominated alternate's office is deemed to have been
                vacated. An alternate Director shall be entitled to receive notice
                of all
                meetings of the Board, to attend and vote at any such meeting at
                which the
                Director appointing him is not personally present and at the meeting
                to
                exercise and discharge all the functions, powers and duties of his
                appointee or as a Director. An alternate Director shall automatically
                vacate his office as an alternate Director if the Director who appointed
                him ceases to be a Director.

            


    

    


    
      	
               

            	
              (e)

            	
              Voting.
                Subject to quorum requirements under Clause 4.1(i) being met each
                Director
                shall have one vote on the Board and, except as otherwise specifically
                provided in Clause 4.5 below and/or as 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) below. Notwithstanding anything to the contrary contained
                herein, a
                resolution in respect of Fundamental Issue shall require the affirmative
                vote of a Director nominated by IGC, for it to be validly
                passed.

            


    

    


    
      	
               

            	
              (f)

            	
              Chairman.
                The Chairman of the Board shall from the Completion Date be Mr. R.L.
                Srivastava and shall have a term of two (2) years. The Chairman shall
                thereafter be elected by the majority of the Board. In case the Chairman
                is unavailable, any IGC Director may be appointed by the Board as
                the
                Chairman for that particular meeting to act as the Chairman of the
                Board.
                The Chairman shall not have a casting
                vote.

            


    

    


    
      	
               

            	
              (g)

            	
              Meeting
                and Minutes of Board Meeting. The Board shall meet as may be
                necessary to discharge its duties but in any case no less frequently
                than
                holding at least one meeting every three calendar months.  The
                minutes of the Board shall be circulated within ten (10) Business
                Days of
                the date of the meeting of the Board.  At the beginning of each
                meeting of the Board, the Board minutes of the previous meeting shall
                be
                approved if agreed to by all
                Directors.

            


    

    


    
      	
               

            	
              (h)

            	
              Notice.
                At least fifteen (15) Business Days' notice of each Board meeting
                shall be
                given to each Director unless, in any particular case, all of the
                Directors otherwise agree in writing. The notice of the meeting of
                the
                Board shall be accompanied by an agenda of the business to be transacted
                at that meeting together with all papers to be circulated or presented
                to
                the same. No business shall be discussed at a Board meeting unless
                such
                business was included in the
                agenda.

            


    

    


    
      	
               

            	
              (i)

            	
              Quorum.
                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
                comprisesof one Director nominated by IGC and/or its
                Affiliates.

            


    

    


    
      	
               

            	
              (j)

            	
              Determination
                of Quorum. If within two (2) hours from the time appointed for
                the holding of a meeting of the Board a quorum as set forth in Clause
                4.1(i) is not present, the meeting of the Board shall stand adjourned
                to
                the next day in the same week (or if that day is a public holiday,
                to the
                next Business Day thereafter) at the same time and place as the original
                meeting, or to such other day and at such other time and place as
                the
                Board may determine.  If at such adjourned meeting a quorum is
                not present within one (1) hour from the time fixed for holding the
                meeting, the meeting shall stand adjourned to the same day in the
                next
                week (or if that day is a public holiday, to the next Business Day
                thereafter), at the same time and place as the reconvened meeting,
                or to
                such other day and such other time and place as the Board may determine.
                If at such re-adjourned meeting a quorum is not present within one
                (1)
                hour from the time fixed for holding the meeting notwithstanding
                anything
                mentioned in Clause 4.1(i) or elsewhere in this Agreement, the Directors
                present shall constitute a quorum at such meeting.
                

            


    

    


    
      	
               

            	
              (k)

            	
              Resolution
                by Circulation. A resolution by circulation must be circulated to
                all Directors and approved by majority of the Directors subject to
                Clause
                4.4 in accordance with Applicable Laws and shall be as valid and
                effectual
                as if it had been passed at a meeting of Directors duly convened
                and
                constituted.  The resolution may be contained in one document or
                in several documents in like form each signed or approved by one
                or more
                Directors concerned, but a resolution signed or approved by an alternate
                Director need not also be signed or approved by the Director appointing
                such alternate Director and, if it is signed or approved by a Director
                who
                has appointed an alternate Director, it need not be signed or approved
                by
                the alternate Director in that
                capacity.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (l)

            	
              Shareholders
                Meeting Quorum. The quorum at meetings of the Shareholders shall
                be as required by the Companies Act and shall comprise of at least
                one (1)
                representative of IGC and/or its
                Affiliates.

            


    

    


    
      	
               

            	
              (m)

            	
              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 by
                poll.

            


    

    


    
      	
               

            	
              (n)

            	
              Shareholders
                Meeting: Notwithstanding anything to the contrary contained
                herein, if at a general meeting a resolution in respect of Fundamental
                Issue is proposed to be passed such resolution shall require the
                affirmative vote of the authorised representative of IGC for it to
                be
                validly passed.

            


    

     

    
      	
              4.2

            	
                 Management
                and other Committees

            


    

     

    
      	
               

            	
              4.2.1

            	
              The
                Board shall constitute a Managing Committee chaired by the Managing
                Director and two other persons as members, one to be appointed by
                the
                Managing Director and the second to be appointed by IGC. The Management
                Committee shall be responsible for framing of the management and
                operational policies including but not limited to policies relating
                to
                human resources, remuneration, salaries, purchase, processes and
                procedures.

            


    

    


    
      	
               

            	
              4.2.2

            	
              If
                the Board finds it necessary to constitute further other working
                committee
                or committees, the powers of such working committee or committees
                shall be
                determined by the Board. The members of any such working committee
                or
                committees shall not decide the powers of such committee unless delegated
                by the Board or otherwise required by
                law.

            


    

    


    
      	
               

            	
              4.2.3

            	
              Subject
                to Applicable Laws, each Party shall have the right to nominate one
                person
                each on all the working committees constituted by the
                Board.

            


    

    


    4.3           Right
      of IGC

    


    
      	
              4.3.1

            	
              IGC
                shall have the sole and absolute right to appoint the CFO of the
                Company,
                including the right to decide on the terms of employment, duties,
                scope of
                work and the key responsibilities of the CFO including but not limited
                to
                financial planning, financial control, audit and treasury functions
                of the
                Company.  The CFO shall report to the Managing
                Director.  The CFO’s employment may not be terminated under any
                circumstances without prior written approval from
                IGC.

            


    

    


    
      	
              4.3.2

            	
              The
                Company and the Promoters acknowledge that IGC as a company follows
                stringent compliance, reporting and audit requirements including
                but not
                limited to timely and accurate closure and reporting of financial
                statements compliant with US GAAP and the appointment and removal
                of the
                statutory auditors and internal auditors shall not be without the
                affirmative vote of IGC, including the right of the IGC Director
                to
                nominate an auditor at the Board
                meeting.

            


    

    


    
      	
              4.3.3

            	
              Subject
                to the terms of this Agreement, the Company shall not without the
                prior
                approval of IGC

            


    

    


    
      	
              4.3.3.1     

            	
              Authorize,
                create, alter the rights attaching to or issue any Securities that
                are
                dilutive of IGC’s ownership of the Subscribed Shares, on an as-converted,
                fully diluted basis or that have rights, preferences, or privileges
                senior
                to or on a parity with the Subscribed Shares;
                or

            


    

    


    
      	
              4.3.3.2     
                

            	
              Authorize,
                create, alter or issue any Securities that are dilutive of IGC’s economic
                interest in the Company.

            


    

    


    
      	
              4.3.4

            	
              IGC
                shall have the right to receive US GAAP financial statements of the
                Company reviewed by the statutory auditor of the Company within 10
                days of
                the end of each financial quarter. IGC shall also have the right
                to
                receive the US GAAP financial statements audited by the statutory
                auditor
                of the Company within 45 days of the end of each financial
                year.

            


    

    


    4.4           Veto
      Rights

    


    Any
      action with respect to the following Fundamental Issues by the Company shall
      require affirmative vote of the representative of IGC in any general meeting
      of
      Shareholders of the Company, at any meeting of the Board of Directors or
      Management Committee or other working committee(s) (if such matters are
      delegated by the Board to Management Committee or such other working committee),
      as the case may be. The Fundamental Issues shall be in respect of the following
      matters:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (i)  

            	
              Any
                capital expenditure or indebtedness (including giving of security
                for or
                guaranteeing debts) beyond 15% of the Budget in the
                Business Plan (including a revised Business Plan) that is approved
                by the
                Board of Directors.

            


    

    


    
      	
              (ii)  

            	
              Investments
                in any other companies / assets /
                entities.

            


    

    


    
      	
              (iii)  

            	
              Amendments
                or any proposal to amend the Memorandum or Articles of Association
                of the
                Company including change in the number of Board members of the
                Company.

            


    

    


    
      	
              (iv)  

            	
              Commencement
                of any new line of business or acquisition of shares of a company,
                which
                is unrelated to the Business of the Company, including spending/lending
                any funds or furnishing any guarantee or credit or any type of assistance
                to any party which carries on or proposes to carry on any business
                unrelated to the Business of the
                Company.

            


    

    


    
      	
              (v)  

            	
              Commencement
                or settlement of litigation in any particular Financial Year other
                than
                those arising as part of the Company’s normal course of
                business.

            


    

    


    
      	
              (vi)  

            	
              Changes
                to material tax policies or practices other than those required by
                Applicable Laws.

            


    

    


    
      	
              (vii)  

            	
              Recommend,
                giving or renewing of security for or the guaranteeing of debts or
                obligations of the Company or any subsidiary and / or Affiliates
                of any
                Person, other than in the normal course of
                business.

            


    

    


    
      	
              (viii)  

            	
              Any
                change in the Financial Year for preparation of audited accounts
                of the
                Company.

            


    

    


    
      	
              (ix)  

            	
              Winding
                up and / or liquidation of the
                Company.

            


    

    


    
      	
              (x)  

            	
              Divestment
                of or sale or Encumbrances of assets, investments, lease, license
                or
                exchange or pledge in any other way, proposing to dispose off any
                assets
                or undertaking of the Company, other than in the normal course of
                business
                and on normal and reasonable commercial terms and
                conditions.

            


    

    


    
      	
              (xi)  

            	
              Any
                agreement, arrangement, transaction to sell or assignment of intellectual
                property rights including those relating to copyrights, trademarks,
                patents and designs belonging to the Company, other than in the normal
                course of business and on normal and reasonable commercial
                terms.

            


    

    


    
      	
              (xii)  

            	
              Shifting
                of registered office, outside the city of
                Nagpur.

            


    

    


    
      	
              (xiii)  

            	
              Commencement
                of new business/unit/division outside India, or applying for
                pre-qualification for bids and appointing representatives for liaison
                in a
                foreign country.

            


    

    


    
      	
              (xiv)  

            	
              Any
                increase in the issued, subscribed or paid up equity or preference
                Share
                Capital of the Company or its subsidiary or any other company where
                it has
                a substantial investment, or re-organization of the Share Capital
                of the
                Company or its subsidiary or any other company where it has investment,
                including new issue of Shares or other Securities of the Company
                or its
                subsidiary or any other company where it has investment or any
                preferential issue of Shares or redemption of any Shares, issuance
                of
                convertible warrants, or grant of any options over its Shares by
                the
                Company or its subsidiary or any other company where it has
                investment.

            


    

    


    
      	
              (xv)  

            	
              Any
                transfer of Equity Shares of the Company otherwise than contemplated
                by
                this Agreement.

            


    

    


    
      	
              (xvi)  

            	
              Approval
                of any new scheme or plan for grant of employee stock options, or
                sweat
                equity shares to any person or entity, including any modification
                to any
                new scheme.

            


    

    


    
      	
              (xvii)  

            	
              Granting
                of loan and/or procuring, selling to or any other dealings with any
                subsidiary or related Party or Affiliates or Promoters of the Company,
                which has or is likely to have an actual or potential effect on the
                financials of the Company.

            


    

    


    
      	
              (xviii)  

            	
              Save
                as required by Applicable Laws any adoption or change of the dividend
                or
                distribution policy or accounting principle or policy (e.g., depreciation,
                asset devaluation, etc.) which has a material impact on the Shareholding
                of the Shareholders.

            


    

    


    
      	
              (xix)  

            	
              Creation,
                allotment, issue, acquisition, reduction, repayment, conversion or
                redemption of any share or loan capital, including but not limited
                to the
                issue or otherwise, of options, warrants, or other Shares or of any
                instrument convertible into, exercisable or exchangeable for Shares;
                or
                entering into an agreement, arrangement or undertaking to do any
                of those
                things, or any action which alters the Share Capital of the Company,
                or
                the variation of rights of any Shares of the Company, except raising
                of
                Additional Funds by issuance of Additional Shares as contemplated
                under
                Clause 2.4.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (xx)  

            	
              Borrowing
                by the Company other than as agreed in Clause 2.4 of the
                Agreement.

            


    

    


    
      	
              (xxi)  

            	
              Entering
                into or amendments of any existing agreements, joint venture
                agreements,  partnership or consortium agreements as well as new
                mergers, acquisitions, consolidations or amalgamations with other
                entity.

            


    

    


    
      	
              (xxii)  

            	
              Change
                in the number of Directors, creation or modification of an executive
                committee or Management Committee or any other working
                committee.

            


    

    


    
      	
              (xxiii)  

            	
              Any
                commitment or agreement to do any of the
                foregoing.

            


    

    


    
      	
              (xxiv)  

            	
              Delegation
                of powers to the Managing Committee and other working committees
                constituted by the Board.

            


    

    


    
      	
              (xxv)  

            	
              Approval
                of or modification to the Business
                Plan.

            


    

    


    
      	
              (xxvi)  

            	
              Determination
                of the remuneration and the other employment terms of the Key Employees,
                Directors, and/or officers including
                revisions/amendments.

            


    

    


    
      	
              (xxvii)  

            	
              Any
                significant change to the HR policy of the
                Company.

            


    

    


    
      	
              (xxviii)  

            	
              Appointment
                of the Managing Director, Chairman or members of the Managing Committee,
                in the event the existing Chairman is absent for any
                reason.

            


    

    


    
      	
              (xxix)  

            	
              Capital
                expenditure, including constructions and leases, and indebtedness
                in
                excess of the levels agreed upon in the annual Business Plan / Budgets
                of
                the Company;

            


    

    


    
      	
              (xxx)  

            	
              Any
                substantial deviation in operations and strategies compared to Business
                Plan of the Company;

            


    

    


    
      	
              (xxxi)  

            	
              Affiliated
                or related party transactions, agreements or arrangements between
                the
                Company and the Promoters, directors, officers, Key Employees or
                their
                Affiliates;

            


    

    


    
      	
              (xxxii)  

            	
              Formation
                of or entry by the Company or its subsidiaries into joint venture,
                consortium, partnership or similar arrangement with any other person
                or
                business;

            


    

    


    
      	
              (xxxiii)  

            	
              Adoption
                of a dividend policy, declaration of any dividend outside the dividend
                policy or amending any dividend policy of the
                Company;

            


    

    


    
      	
              (xxxiv)  

            	
              Make
                any application of any insurance proceeds or compensation for compulsory
                acquisition or expropriation in each of the aforementioned
                cases;

            


    

    


    
      	
              (xxxv)  

            	
              The
                making by the Company or its subsidiaries of any arrangement with
                its
                creditors and the moving for insolvency, receivership or
                bankruptcy;

            


    

    


    
      	
              (xxxvi)
                  

            	
              Timing,
                size, split between new and existing Shares, and final pricing of
                any
                Initial Public Offering (including appointment of advisers and their
                terms
                of appointment), or follow on offering, rights issue or any offer
                for
                sale;

            


    

    


    
      	
              (xxxvii) 
                

            	
              Applying
                for the appointment of a receiver or an administrator or similar
                officer
                over the Company's assets;

            


    

    


     
      (xxxviii) Any change in the name of the Company;

    


    
      	
              (xxxix)  

            	
              To
                sub-let or assign or dispose of or create any Encumbrance on any
                other
                material asset of the Company;

            


    

    


    
      	
              (xl)  

            	
              To
                take any decisions relating to the employment of any person or take
                any
                decision relating to any seconded
                person;

            


    

    


    
      	
              (xli)  

            	
              To
                approve, enter into, revoke or vary any material insurance
                policies;

            


    

    


    
      	
              (xlii)  

            	
              Appointment
                of the statutory and internal auditors to the
                Company.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    4.5           Earn
      out

    


    The
      Promoters shall be entitled to be allotted new Shares upto a maximum of 2%
      of
      the paid up Share Capital of the Company as on Completion, every year, for
      a
      period of three years, at the end of the periods ended March 31, 2008, March
      31,
      2009 and March 31, 2010 respectively, subject to the Company meeting certain
      thresholds and targets, more particularly set out in Schedule
      5.  However, IGC reserves the option to allot these Shares
      from IGC’s existing shareholding in the Company.

     

    5.       
           DIVIDEND POLICY

     

    Subject
      to the availability of profits, the adequacy of projected cash flows and any
      capital expenditure requirements, the Company shall maximise the distribution
      of
      profits to its Shareholders.  Dividends (if any) may be declared and
      paid on a final (or annual) basis and paid on an interim (or semi-annual)
      basis.

    


    In
      deciding whether and in respect of any accounting year the Company has profits
      available for distribution the Parties hereto shall procure that the Auditors
      shall certify whether such profits are available or not and the amount thereof
      (if any). In giving such certificate the Auditors shall act as experts and
      not
      arbitrators and their determination shall be binding on the Parties
      hereto.

    


    6.           RESTRICTIONS
      ON TRANSFER OF SHARES

    


           
      (a)   Transfer

    


    
      	
               

            	
              No
                Shareholder shall Transfer or attempt to Transfer any Shares or any
                right,
                title or interest therein except as expressly permitted by the provisions
                of Clauses 6 (Transfer), 7 (Sale to Third Party Pre-emption Rights),
                8
                (Drag Along Rights), 9 (Tag Along Rights) ,10 (Term and Termination)
                and
                18 (Lock-in).  Any Transfer of Shares pursuant to Clauses 6, 7,
                8, 9,10 and 18 shall comply with the conditions of this Clause
                6.

            


    

    


    
      	
               

            	 	
              A
                Transfer of Shares shall be valid only if the transferee executes
                Transferee Deed of Adherence together with a no objection certificate
                substantially similar to the form contained in Schedule 3
                or if the transferee is an Affiliate of the Transferor then an Affiliate
                Deed of Adherence substantially similar to the form contained in
                Schedule 4.

            


    

    


    
      	
               

            	
              (b)  
                

            	
              Transfer
                to a Competitor: Notwithstanding anything to the contrary
                contained in this Agreement, for so long as IGC (or any of its Affiliates)
                is a Shareholder, no Shareholder (other than IGC and/or its Affiliate)
                shall Transfer or attempt to Transfer any Shares to an IGC
                Competitor.

            


    

    


    Any
      Transfer or attempt to Transfer Shares in violation of Clause 6(a) and 6(b)
      shall be null and void ab initio, and the Company shall not register
      any such Transfer.

    
      	
               

            	 


    

    
      	
               

            	
              (c)  
                

            	
              Transfer
                to an Affiliate: Notwithstanding the restriction on Transfer of
                Shares set forth in Clauses 6, 7, 8, 9, 10 and 18, anytime during
                the term
                of this Agreement, any Shareholder may Transfer Shares held by it
                to its
                respective Affiliates, (“Permitted Transferee”) provided
                such Permitted Transferee executes the deed of adherence in the format
                prescribed in Schedule 4 hereto (the “Affiliate
                Deed of Adherence”).

            


    

    


    
      	
              (d)  

            	
              Notice
                of Sale to a Permitted Transferee: At least five (5) Business
                Days prior to the permitted Transfer under Clause 6(c), any Shareholder
                intending to Transfer any of its Shares to a Permitted Transferee
                shall
                send a notice to the other Shareholders stating the date on which
                the
                intended Transfer is to occur, the name of the Permitted Transferee,
                the
                number and class of Shares involved and attaching (i) a completed
                and duly
                executed (by the Permitted Transferee and the transferor Shareholder)
                Affiliate Deed of Adherence and (ii) copies of all approvals and
                consents
                required to be obtained under Law. Each Shareholder shall, within
                three
                (3) days of the receipt of such notice, execute the Affiliate Deed
                of
                Adherence and file the same with the Company.  Provided however
                that nothing contained herein shall require a Shareholder to execute
                an
                Affiliate Deed of Adherence in relation to a Transfer of Shares in
                contravention of this Agreement.

            


    

    


    
      	
              (e)  

            	
              The
                Company shall register a Transfer of Shares to a Permitted Transferee
                only
                upon the receipt (a) of a valid Affiliate Deed of Adherence duly
                executed
                by all parties thereto and (b) a copy of all consents required under
                Law
                sanctioning such transfer and documentary proof that conditions stipulated
                by Government Authority, if any, for such Transfer have been
                fulfilled.

            


    

    


    
      	
              (f)  

            	
              Within
                five (5) Business Days of registering any Transfer by a Shareholder
                of
                Shares to a Permitted Transferee in its register of members, the
                Company
                shall send a notice to the other Shareholders stating that such Transfer
                has taken place and setting forth the name of the transferor, the
                name of
                the Permitted Transferee and the number of Shares
                transferred.

            


    

    


    
      	
              (g)  

            	
              Any
                Transfer or attempt to Transfer the Shares in contravention of the
                provisions of this Agreement, including without a proper and duly
                executed
                Affiliate Deed of Adherence shall constitute a material breach of
                this
                Agreement.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.           PRE
      EMPTION RIGHTS

    


    Except
      in
      the case of Transfer of Shares to a Permitted Transferee, if any Shareholder,
      (the“Seller”) wishes to sell all or part of
      its Shares (“Transfer Shares”) to any person other than to a
      Permitted Transferee (“Proposed Transferee”), it shall first
      make an offer to the Shareholder(s) (other than the Seller)
      (“Offeree”) (equal to their respective Pro-Rata Share of the
      Transfer Shares) stipulating the terms and conditions of the offer
(“Transfer Notice”), which Transfer Notice shall include the
      Transfer Terms (as defined below).

    


    
      	
              (a)    
                  

            	
              The
                Transfer Notice shall inter alia provide: (i) the sale price (on
                a 'per
                Share’ basis) (“Offer Price”) (ii) the number of Shares
                proposed to be sold by the Seller (the “Transfer Shares”)
                (iii) the terms of the
                Transfer (collectively with the Offer Price the
                “Transfer Terms”). A Transfer Notice shall be
                irrevocable. The Parties agree that the Offer Price shall only be
                a cash
                price.

            


    

    


    
      	
              (b)    
                  

            	
              If
                a Seller issues a Transfer Notice, the Offeree shall have the right
                (but
                not the obligation), exercisable within thirty (30) days from receipt
                of
                the Transfer Notice (“Offer Period”),
                to:

            


    

    


    
      	
               

            	
              (i)

            	
              accept
                   the Transfer Terms, by issuing a letter of acceptance (“Acceptance
                Notice”) to the Seller, in which case, Clause 7(c) shall apply; and
                

            


    

    


    
      	
               

            	
              (ii)

            	
              issue
                a Tag Along Notice in accordance with Clause 8 below and accordingly
                Clause 8 shall apply. 

            


    

    


    
      	
               

            	
              (c)

            	
              If
                the Acceptance Notice is issued the Offeree shall be obliged to purchase
                all the Transfer Shares and the sale and purchase of the Transfer
                Shares
                in favour of the Offeree shall be completed within thirty (30) days
                from
                the date of issue of the Acceptance Notice by the Offeree. At such
                completion, the Seller shall deliver to the Offeree certificates
                and other
                documents representing its title to the Transfer Shares, accompanied
                by
                duly executed and valid instruments of transfer. Such Transfer Shares
                shall be free and clear of any Encumbrance (other than Encumbrances
                specifically permitted hereunder), and the Seller shall so represent
                and
                warrant and shall further represent and warrant that it is the legal
                and
                beneficial owner of such Transfer Shares. The Offeree shall at such
                completion deliver payment in full of the Offer Price in accordance
                with
                the terms set forth in the Transfer Notice. In the event that the
                Offeree
                nominates an Affiliate or a nominee for the purpose of purchasing
                the
                Transfer Shares or part thereof, it shall cause such Affiliate or
                nominee
                to execute a Deed of Adherence in the format contained in
                Schedule 3 (“Transferee Deed of
                Adherence”). At such
                completion, all of the Parties to the transaction shall execute such
                additional documents as may be necessary or appropriate to effect
                the sale
                of the Transfer Shares to the Offeree.  Any stamp duty payable
                on the transfer of any Transfer Shares shall be borne and paid by
                the
                Offeree.

            


    

    


    
      	
               

            	
              (d)

            	
              The
                failure of an Offeree to give the Acceptance Notice or the Tag Along
                Notice within the Offer Period shall be deemed to be a waiver of
                such
                Offeree's right of first refusal or its tag along
                right.

            


    

    


    
      	
               

            	
              (e)

            	
              If
                no Acceptance Notice or Tag Along Notice, as the case may be, is
                issued by
                an Offeree within the Offer Period, then subject to Clause 6(b) the
                Seller
                shall be entitled to Transfer the Transfer Shares to a Proposed Transferee
                on terms no more favourable than the Transfer Terms within thirty
                (30)
                days of the expiry of the Offer Period. Provided that the Proposed
                Transferee duly executes a Transferee Deed of Adherence. In the event
                the
                Seller is IGC (and/or its Affiliates or nominees holding Shares in
                the
                Company) then so long as IGC, together with its Affiliates and nominees
                holding Shares in the Company (“IGC Group”), is the
                majority shareholder in the Company and so long as it wishes to Transfer
                all (but not less than all) of the outstanding Shares held by IGC
                Group,
                IGC shall have a further right (but not an obligation) to require
                the
                Promoters and its Affiliates and nominees holding Shares in the Company
                (“Promoters Group Shareholders”) to
                sell to such Proposed Transferee all the then outstanding Shares
                held by
                Promoters Group Shareholders (“Promoters Outstanding
                Shares”) in accordance with Clause 8 below.
                

            


    

    


    
      	
               

            	
              (f)

            	
              If
                the Seller fails to Transfer the Transfer Shares to the Proposed
                Transferee within the said period of thirty (30) days calculated
                as above,
                it will not be entitled to Transfer the Transfer Shares thereafter
                to any
                person, without re-offering the Transfer Shares to the Offeree in
                accordance with provisions of this Clause 7.


            


    

    


    
      	
               

            	
              (g)

            	
              Any
                Transfer of the Transfer Shares pursuant to this Clause 7 shall be
                valid
                only upon the execution of a Transferee Deed of Adherence and shall
                be
                registered by the Company upon a validly and duly executed (by all
                parties
                thereto) Transferee Deed of Adherence being lodged with it. The other
                Shareholders undertake to execute such Transferee Deed of Adherence,
                as
                may be required in order to give effect to such Transfer of the Transfer
                Shares to the Offeree, its Affiliate, or a proposed
                transferee.  Provided however that nothing contained herein
                shall require a Shareholder to execute a Transferee Deed of Adherence
                where the Transfer is in contravention of the provisions of this
                Agreement.

            


    

    


    8.           DRAG
      ALONG RIGHTS

    


    
      	
               

            	
              (a)

            	
              Subject
                to Clause 7(e) above and notwithstanding anything to the contrary
                stated
                in Clause 9 below if at any time IGC Group wishes to Transfer all
                (but not
                less than all) of the Shares held collectively by IGC Group to a
                Proposed
                Transferee as provided under Clause 7 above, IGC shall have a right
                (but
                not an obligation) to serve a written notice on the Promoters
                (“Drag Along Notice”) requiring the Promoters Group
                Shareholders to Transfer all (but not less than all) the Shares held
                by
                the Promoters Group Shareholders to the Proposed Transferee identified
                by
                IGC under Clause 7 aboveon the Transfer Terms.


            


    

     

    
      	
               

            	
              (b)

            	
              If
                a Drag Along Notice is issued by IGC, the Transfer and purchase of
                the IGC
                Transfer Shares and Promoter Outstanding Shares shall, subject to
                Clause
                8(b), be completed within thirty (30) days from the date of issue
                of the
                Drag Along Notice by IGC, the time taken to obtain any regulatory
                approval
                being excluded for the calculation. At such closing, IGC and Promoter
                Group Shareholders shall deliver certificates and other documents
                representing their title to the IGC Transfer Shares and the Promoter
                Outstanding Shares, respectively, accompanied by duly executed and
                valid
                instruments of transfer, to the Proposed Transferee.  IGC shall
                procure that the third party shall deliver at such closing, payment
                in
                full of the Offer Price in accordance with the terms set forth in
                the
                Transfer Notice and execute the Transferee Deed of
                Adherence.  At such closing, all of the Parties to the
                transaction shall execute such additional documents as may be necessary
                or
                appropriate to effect the sale of the IGC Transfer Shares and Promoter
                Outstanding Shares to the Proposed Transferee.  Any stamp duty
                or transfer charges payable on the transfer of any IGC Transfer Shares
                and
                the Promoter Outstanding Shares shall be borne in accordance with
                the
                Transfer Terms.

            


    

    


    
      	
               

            	
              (c)

            	
              Any
                Transfer of the IGC Transfer Shares pursuant to this Clause 8 shall
                be
                valid only upon the execution of a Transferee Deed of Adherence and
                shall
                be registered by the Company upon a validly and duly executed (by
                all
                parties thereto) Transferee Deed of Adherence being lodged with
                it.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    9.           TAG
      ALONG RIGHTS

    


    
      	
               

            	
              (a)

            	
              Subject
                to Clause7(b)(ii) above, if at any time any Shareholder (“Proposed
                Transferor”) intends to Transfer its Transfer Shares to the
                Proposed Transferee, each of the other Shareholders shall have a
                right but
                not an obligation to serve a written notice on the Proposed Transferor
                (“Tag Along Notice”) stating that the Proposed Transferor
                procures an offer from the Proposed Transferee to purchase such number
                of
                Shares from each of the other Shareholders as is calculated in accordance
                with paragraph (c) below (“Tag Along Shares”) on the
                Transfer Terms. Each of the Shareholders who exercise such a right
                and the
                Proposed Transferor shall be collectively referred to as the Transferors.
                Accordingly, the number of shares purchased by the Proposed Transferee
                from each of the Transferors shall be amount calculated under paragraph
                (c).

            


    

    


    
      	
               

            	
              (b)

            	
              A
                Transfer of the Transfer Shares by IGC to the Proposed Transferee
                under
                this Clause 9 shall not be registered unless the Tag Along Shares
                are
                purchased by the Proposed Transferee simultaneously with the Transfer
                Shares and the Proposed Transferee has executed a Transferee Deed
                of
                Adherence. The sale and purchase of the Transfer Shares and the Tag
                Along
                Shares shall be completed within thirty (30) days from the date of
                issue
                of the Tag Along Notice and the time taken to obtain any regulatory
                approval being excluded for the calculation. At such closing, IGC
                and such
                Shareholders shall deliver certificates and other documents representing
                their title to the Transfer Shares and the Tag Along Shares, respectively,
                accompanied by duly executed and valid instruments of transfer, to
                the
                Proposed Transferee.  IGC shall procure that the Proposed
                Transferee shall deliver, at such closing, payment in full of the
                Offer
                Price in accordance with the terms set forth in the Transfer and
                shall
                execute a Transferee Deed of Adherence.  At such closing, all of
                the parties to the transaction shall execute such additional documents
                as
                may be necessary or appropriate to effect the sale of the Transfer
                Shares
                and the Tag Along Shares to the Proposed Transferee. IGC shall procure
                that any stamp duty or transfer charges payable on the transfer of
                any
                Transfer Shares and the Tag Along Shares shall be borne by the Proposed
                Transferee.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                number of Tag Along Shares shall be calculated in the following
                manner:

            


    

    
      	
               

            	
              For
                Transferors 1 to N

            


    

    


    Tag
      Along
      Shares = (An / B) x C

    


    Where:

    


    “An”
is
      the number of Shares held by Transferor N

    


    “B”
is
      the aggregate number of Shares held by the Transferors

    


    “C”
is
      the total number of Transfer Shares.

    


    
      	
               

            	
              (d)

            	
              Any
                Transfer of the Transfer Shares pursuant to this Clause 9 shall be
                valid
                only upon the execution of a Transferee Deed of Adherence and shall
                be
                registered by the Company upon a validly and duly executed (by all
                parties
                thereto) a Transferee Deed of Adherence being lodged with it.
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              10.

            	
              TERM
                AND TERMINATION BY DEFAULT

            


    

    


    
      	
              (a)  

            	
              This
                Agreement shall come into effect on the Completion
                Date. Notwithstanding anything to the contrary contained herein,
                all
                rights available to the Promoters and/or their Affiliates under this
                Agreement shall terminate upon (i) the Shareholding of the Promoters
                and/or their Affiliates falling below 37% or such other percent as
                the
                case may be, in the event the Promoters receive their entitlement
                referred
                to in Clause 4.5 or (ii) the Shares of the Company getting listed
                on any
                recognised stock exchange, whichever is
                earlier.

            


    

    


    
      	
              (b)  

            	
              In
                the event that any Shareholder (a“Defaulting
                Shareholder”) suffers the following
                event(a“Default”), the other Shareholder
                (“Non-Defaulting Shareholder”) shall be entitled to
                exercise the options specified under Clause10(c) below, the Defaulting
                Shareholder is in material breach of this Agreement and such default
                has
                not been cured within 30 days of the issuance of a written notice
                of such
                default by a Non-Defaulting Shareholder. For the purposes of this
                Agreement the term ‘material breach’ shall include a breach of the
                obligations under clauses 2.4 (future funding), 4.1(n) (shareholders
                meeting), 6 (restrictions on transfer of shares) and 13 (representations
                and warranties).

            


    

    


    
      	
              (c)  

            	
              Upon
                the occurrence of a Default, any Non-Defaulting Shareholder may for
                so
                long as such default subsists issue a default notice to the Defaulting
                Shareholders (the “Default Notice”) together with a copy
                to every other Shareholder and the Company specifying the nature
                of the
                Default.  Upon the issuance of the Default Notice, the
                Non-Defaulting Shareholders shall have following
                options:

            


    

    


    
      	
               

            	
              (i)

            	
              to
                purchase all (but not less than all) the Shares held by the Defaulting
                Shareholder and its Affiliates (as the case maybe) (the “Default
                Shares”) at the Default Price to be determined in accordance with
                Clause 10 (k) ; or

            


    

    


    
      	
               

            	
              (ii)

            	
              subject
                to Clause 6 Transfer its entire Shareholding to the Proposed Transferee
                (not being an IGC Competitor) on the Transfer Terms with a right
                (but not
                an obligation) to require the Defaulting Shareholder to Transfer
                the
                Default Shares held by Defaulting Shareholders and its Affiliates
                (as the
                case maybe) at the Default Price to be determined in accordance with
                Clause 10 (k) to such Proposed Transferee.


            


    

    


    
      	
              (d)

            	
              Any
                Non-Defaulting Shareholder desirous of purchasing the Default Shares
                or
                requiring the Transfer of the Default Shares shall, no later than
                three
                months (“Default Option Period”) from the issuance of the
                Default Notice, issue a notice to the other Non-Defaulting Shareholders,
                the Defaulting Shareholders and the Company of its intention to purchase
                all (but not part of the Default Shares) at Default Price (the
                “Default Purchase Notice”) or its intention of
                Transferring its entire Shareholding with/without requiring the Defaulting
                Shareholder to Transfer its Default Shares to the Proposed
                Transferee  (the “Non Default Purchase
                Notice”).  Provided however that where more than one
                Non-Defaulting Shareholder chooses to exercise: (i) their option
                under
                Clause 10(c)(i) the Default Shares shall be sold to such Non-Defaulting
                Shareholders pro rata to their Shareholding; or (ii) their option
                under
                Clause 10(c)(ii) the Non Defaulting Shareholders shall have an option
                but
                not an obligation to require the Defaulting Shareholder to Transfer
                their
                Default Shares on a proportionate basis, to be calculated in accordance
                with the formula specified under Clause 7(k). The Defaulting Shareholder
                shall be obligated to sell the Default Shares to the Non-Defaulting
                Shareholders who exercise their option (the “Opting Non-Default
                Shareholders”) either to purchase the Default Shares by issuing
                the Default Purchase Notice or to the Proposed Transferee identified
                in
                the Default Purchase Notice by an Opting Non-Default
                Shareholder.   

            


    

    


    
      	
              (e)

            	
              The
                Transfer of the Default Shares to the Opting Non-Default
                Shareholders/Proposed Transferee shall occur on a date to be specified
                by
                the Opting Non-Defaulting Shareholder (the “Default Option
                Settlement Date”) in a written notice, which date shall be no
                less than seven days after the date of such notice provided that
                such
                notice shall be issued no later than three months after the last
                day of
                the Default Option Period. On the Default Option Settlement Date,
                the
                Defaulting Shareholder shall either sell the Default Shares to the
                Opting
                Non-Default Shareholders or to the Proposed Transferee depending
                upon the
                option exercised by the Opting Non-Defaulting Shareholder in accordance
                with Clause 10.

            


    

    


    
      	
              (f)

            	
              On
                the Default Option Settlement Date, the Defaulting Shareholder shall
                deliver, or cause to be delivered, to Opting Non-Default
                Shareholders/Proposed Transferee the
                following:

            


    

    


    (i)           share
      certificates evidencing title of the Defaulting Shareholder to the Default
      Shares in original; and

    


    (ii)           duly
      executed and valid share transfer forms and such other instruments necessary
      to
      transfer the Default Shares to the Opting Non-Default Shareholders.

    


    
      	
              (g)

            	
              The
                Defaulting Shareholder shall warrant that the Defaulting Shareholder
                and/or its Affiliate, as the case maybe, is the owner of the Default
                Shares and that such Default Shares are free from
                Encumbrances.    

            


    

    


    
      	
              (h)

            	
              On
                the Default Option Settlement Date the Non-Defaulting Shareholders/third
                party shall deliver or cause to be delivered to the Defaulting Shareholder
                their Pro Rata Share of the Default Price by way of a bank cheque
                payable
                to the Defaulting Shareholder. The Opting Non-Defaulting Shareholders
                further covenant that in the event that they opt to purchase the
                Defaulting Shares through an Affiliate,  they shall cause such
                Affiliate to execute an Affiliate Deed of Adherence or if through
                a third
                party, they shall cause such third party to execute a Transferee
                Deed of
                Adherence as the case may be and the Company shall not register such
                a
                Transfer unless a validly executed Affiliate Deed of Adherence or
                the
                Transferee Deed of Adherence is lodged with
                it.

            


    

    


    
      	
              (i)

            	
              Upon
                the transfer of the Default Shares to the Opting Non-Defaulting
                Shareholders or the third party, the Defaulting Shareholder shall
                cease to
                have any rights hereunder. 

            


    

    


    
      	
              (j)

            	
              In
                the event that a transferee nominated by an Opting Non-Default Shareholder
                fails to perform its obligations to complete the sale of the Default
                Shares the person nominating such transferee shall be liable to complete
                such Transfer.

            


    

    


    
      	
              (k)

            	
              Default
                Price for the purposes of this Clause 10 means a price being an amount
                equivalent to 90% of the FMV Price.  For the
                purposes of this Agreement, “FMV Price” shall mean the
                fair market value of Shares as determined by any of the big 4 accounting
                firms (“Valuer(s)”) as set forth in this Clause
                10   Should none of these Valuers be available to perform
                the valuation exercise, a reputable international bank or Indian
                bank
                shall be appointed.  

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (l)

            	
              The
                FMV Price shall be determined on the basis
                of:

            


    

    


    (i)           a
      whole company valuation at a price reflecting the net asset value of the
      ownership structure, using the fair market value of the Company Assets and
      further accounting for all other assets and liabilities of the ownership
      structure in an audited closing balance sheet,

    


    (ii)           an
      assumption that the existing arrangements would continue on a “going concern”
basis; and

    


    (iii)           specifically
      excluding any control premium or devaluation for a minority
      interest.

    


    
      	
              (m)

            	
              The
                Shareholders shall engage an independent Valuer of international
                repute to
                determine the fair market value of the Company Assets.  Company
                Assets’ in this Clause means all the assets of the Company. The terms of
                the appointment of the Valuer shall be decided by
                IGC.

            


    

    


    
      	
              (n)

            	
              The
                provisions of Clauses 13 (Representations and warranties), 14 (Indemnity),
                16 (Resolution of Disputes), 17 (Notices), and 19 (Confidentiality)
                shall
                survive the termination hereof pursuant to Clause
                10.1.

            


    

    


    
      	
              11.

            	
              NON-COMPETE

            


    

    


    
      	
              11.1

            	
              The
                Promoters and/or any of them or their Affiliates for so long as IGC
                and
                the Promoters and/or any of them or their Affiliates are Shareholders
                in
                the Company, shall not carry on or engage directly or indirectly,
                whether
                through partnership or as a shareholder, joint venture partner,
                collaborator, consultant or agent or in any other manner whatsoever,
                whether for profit or otherwise, in any business which competes directly
                or indirectly with the whole or any part of the Business or any other
                activity/business directly or indirectly carried on by the Company
                or
                which can reasonably be construed as being same or similar to the
                Business
                of the Company.

            


    

    


    
      	
               

            	
              11.2    The
                Promoters and/or any of them or their Affiliates hereby agree and
                acknowledge that as long as IGC and/or any of its Affiliates and
                Promoters
                and/or any of them or their Affiliates are Shareholders in the Company,
                they shall carry on any activity/business in the nature of Business,
                in
                present or in future, solely and exclusively through the
                Company.

            


    

    


    
      	
               

            	
              11.3    The
                Promoters agree and acknowledge that the covenants and obligations
                under
                Clauses 11.1 and 11.2 above relate to special, unique and extraordinary
                matters, and that a violation of any of the terms of such covenants
                and
                obligations will cause the other Parties irreparable injury. Therefore,
                IGC and/or any of its Affiliates shall be entitled to an interim
                injunction, restraining order or such other equitable relief as a
                court of
                competent jurisdiction may deem necessary or appropriate to restrain
                the
                Promoters and/or any of them or their Affiliates from committing
                any
                violation of the covenants and obligations contained in this
                Agreement.

            


    

    


    
      	
               

            	
              11.4     The
                Parties acknowledge and agree that the above restrictions are considered
                reasonable for the legitimate protection of the business and goodwill
                of
                the Company, but in the event such restriction shall be found to
                be void,
                but would be valid, if some part thereof was deleted or the scope,
                period
                or area of application were reduced, the above restriction shall
                apply
                with the deletion of such words or such reduction of scope, period
                or area
                of application as may be required to make the restrictions contained
                in
                this Clause valid and effective. Notwithstanding the limitation of
                this
                provision by any law for the time being in force, the Parties undertake,
                at all times to observe and be bound by the spirit of this Clause.
                Provided however, that on the revocation, removal or diminution of
                the law
                or provisions, as the case may be, by virtue of which the restrictions
                contained in this Clause were limited as provided hereinabove, the
                original restrictions would stand renewed and be effective to their
                original extent, as if they had not been limited by the law or provisions
                revoked.

            


    

    


    
      	
               

            	
              11.5     The
                covenants of the Promoters and/or their Affiliates under this Clause
                11
                shall survive for a period of 5 years from the date they cease to
                be
                Shareholders of the Company or unless as specifically waived by IGC
                or its
                nominees/assignees.

            


    

    


    
      	
              12

            	
              PLEDGE
                OR ENCUMBRANCE OF SHARES OF
                PROMOTERS

            


    

    


    
      	
               

            	
              The
                Promoters shall not pledge, mortgage, hypothecate, charge or otherwise
                Encumber any of the Shares of the Company either directly or indirectly
                nor otherwise use such Shares as collateral for any purpose which
                could
                result in an involuntary Transfer of such Shares or any right, title
                or
                interest therein in favour of any person, including but not limited
                to,
                any lenders of the Company except with the prior written consent
                of
                IGC.  The Promoters shall also be entitled to pledge their
                shares in favour of lenders i.e. banks and financial institutions
                only
                with the prior written consent of
                IGC.

            


    

    


    13.           REPRESENTATIONS
      AND WARRANTIES

    


    Each
      Party represents, severally and not jointly, to the other Parties hereto
      that:

    


    
      	
               

            	 	
              (a)

            	
              such
                Party has the full power and authority to enter into, execute and
                deliver
                this Agreement and to perform the transactions contemplated hereby
                and, if
                such Party is not a natural person, such Party is duly incorporated
                or
                organised with limited liability and existing under the Laws of the
                jurisdiction of its incorporation or
                organisation;

            


    

    


    
      	
               

            	 	
              (b)

            	
              the
                execution and delivery by such Party of this Agreement and the performance
                by such Party of the transactions contemplated hereby have been duly
                authorised by all necessary corporate or other action of such
                Party;

            


    

    


    
      	
               

            	 	
              (c)

            	
              assuming
                the due authorisation, execution and delivery hereof by the other
                Parties,
                this Agreement constitutes the legal, valid and binding obligation
                of such
                Party, enforceable against such Party in accordance with its terms,
                except
                as such enforceability may be limited by applicable bankruptcy,
                insolvency, reorganisation, moratorium or similar laws affecting
                creditors' rights generally;

            


    

    


    
      	
               

            	 	
              (d)

            	
              the
                execution, delivery and performance of this Agreement by such Party
                and
                the consummation of the transactions contemplated hereby will not
                (i)
                violate any provision of the organisational or governance documents
                of
                such Party; (ii) require such Party to obtain any consent, approval
                or
                action of, or make any filing with or give any notice to, any Government
                Authority in such Party's country of organisation or any other person
                pursuant to any instrument, contract or other agreement to which
                such
                Party is a party or by which such Party is bound, other than such
                filing
                required as a result of the transactions contemplated herein; (iii)
                conflict with or result in any material breach or violation of any
                of the
                terms and conditions of, or constitute (with notice or lapse of time
                or
                both constitute) a default under, any instrument, contract or other
                agreement to which such Party is a party or by which such Party is
                bound;
                (iv) violate any order, judgment or decree against, or binding upon,
                such
                Party or upon its respective shares, properties or businesses; or
                (v)
                violate any Law of such Party's country of organisation or any other
                country in which it maintains its principal
                office;

            


    

    


    
      	
               

            	 	
              (e)

            	
              there
                exists no Encumbrance on any of the Shares of the
                Company;

            


    

    


    
      	
               

            	
              (f)

            	
              The
                Parties reiterate and confirm the representations, warranties and
                undertakings and each statement made in Schedule 3 of the SSPA, as
                applicable to the Parties, and confirm that the same are is now and
                will
                be true and accurate at the Completion
                Date.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              13A.

            	
              COMPANY
                WARRANTIES

            


    

    


    
      	
               

            	
              (a)

            	
              The
                Company shall ensure that under the terms of this Agreement, it shall
                perform its obligations so as to ensure that upon
                Completion,   Shares constituting 63% of the paid up Share
                Capital of the Company are transferred and registered to nominees
                of IGC
                being [names of the nominees] at the face value of Shares Rs. 10
                per
                Share.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Company warrants that as on the date hereof the Company has not done
                or
                committed to do any act, matter or thing or has not assumed any liability,
                other than in the ordinary course of business.


            


    

    


    14.           INDEMNITY

    


    
      	
              14.1

            	
              Without
                prejudice to any other right available to IGC in law or under equity,
                the
                Company and the Promoters shall jointly and severally indemnify,
                defend
                and hold harmless IGC, their Affiliates, directors, advisors, officers,
                employees and agents, or, if so desired by IGC, 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 and Warranty, covenant
                or agreement of the Promoters or Company contained in this Agreement
                or in
                the SSPA or any document or other papers delivered by any of them
                to IGC
                in connection with or pursuant to this
                Agreement;

            


    

    


    
      	
              ii.  

            	
              any
                liability arising out of non compliance of any obligation undertaken
                by
                the Company or the Promoters; save and except as may be disclosed
                in the
                audited financial statements of the Company which have been disclosed
                to
                IGC prior to the Completion Date;

            


    

    


    
      	
              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 this Agreement and as on the Completion Date;
                save
                and except as may be disclosed in the audited financial statements
                of the
                Company which have been disclosed to IGC prior to 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; save and except as may be disclosed in the audited
                financial statements of the Company which have been disclosed to
                IGC prior
                to the Completion Date.

            


    

    


    
      	
              14.2

            	
              Any
                compensation or indemnity as referred to in Clause 14.1 above shall
                be
                such as to place IGC 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 IGC is to be indemnified, had been
                correct.

            


    

    


    15.           CO-OPERATION

    


    The
      Parties shall use their reasonable efforts to ensure that the Sales contemplated
      by this Agreement are consummated as per the terms hereof, including without
      limitation, obtaining all approvals from the applicable government and/or
      regulatory authorities and other Persons as may be necessary or reasonably
      requested by IGC in order to consummate the Sales contemplated by this
      Agreement.

    


    16.           RESOLUTION
      OF DISPUTES

    


    16.1         Amicable
      Settlement

    


    If
      any
      dispute arises between IGC and/or the Promoters and/or Company during the
      subsistence of this Agreement or thereafter, in connection with the validity,
      interpretation, implementation or alleged breach of any provision of this
      Agreement or regarding a question, including the question as to whether the
      termination of this 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.

    


    
      	
              16.2

            	
              Conciliation

            


    

    


    If
      the
      Parties are unable to amicably settle the Dispute in accordance with Clause
      16.1
      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. R.L. Srivastava 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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              16.3

            	
              Arbitration

            


    

    


    
      	
               

            	
              (a)

            	
              If
                the Parties are unable to amicably settle the Dispute in accordance
                with
                Clause 16.2 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.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                place of the arbitration shall be Mumbai,
                India.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                proceedings of arbitration shall be in the English
                language.

            


    

    


    
      	
               

            	
              (d)

            	
              The
                arbitration proceedings shall be governed by the laws of India and
                the
                Mumbai courts (including any appellant court) in India shall have
                exclusive jurisdiction.

            


    

    


    
      	
               

            	
              (e)

            	
              Notwithstanding
                the foregoing, the Parties agree that any of them may seek interim
                measures including injunctive relief in relation to the provisions
                of this
                agreement or the Parties' performance of it from any court of competent
                jurisdiction. Each Party shall co-operate in good faith to expedite
                (to
                the maximum extent practicable) the conduct of any arbitral proceedings
                commenced under this Agreement.

            


    

    


    
      	
               

            	
              (f)

            	
              The
                costs and expenses of the arbitration, including, without limitation,
                the
                fees of the arbitration and the Arbitrator, shall be borne equally
                by each
                Party to the dispute or claim and each Party shall pay its own fees,
                disbursements and other charges of its counsel, except as may be
                otherwise
                determined by the Arbitrator. The Arbitrator would have the power
                to award
                interest on any sum awarded pursuant to the arbitration proceedings
                and
                such sum would carry interest, if awarded, until the actual payment
                of
                such amounts.

            


    

    


    
      	
               

            	
              (g)

            	
              Any
                award made by the Arbitrator shall be final and binding on each of
                the
                Parties that were parties to the dispute. The Parties expressly agree
                to
                waive the applicability of any Applicable Laws and regulations that
                would
                otherwise give the right to appeal the decisions of the Arbitrator
                so that
                there shall be no appeal to any court of Law for the award of the
                Arbitrator, except a Party shall not challenge or resist any enforcement
                action taken by any other Party in any court of Law in whose favour
                an
                award of the Arbitrator was
                given.

            


    

    


     17.           NOTICES

    


    
      	
              17.1

            	
              Any
                notice or other communication that may be given by one Party to the
                other
                shall always be in writing and shall be served either by (i) hand
                delivery
                duly acknowledged; or (ii) sent by registered post with acknowledgment
                due; or (iii) by facsimile at the respective addresses set out herein
                below or at such other address as may be subsequently intimated by
                one
                party to the other in writing as set out herein. If the notice is
                sent by
                facsimile, the said notice shall also be sent by registered post
                acknowledgment due.

            


    

    


    IGC:                     Ram
      Mukunda

    Address:             At
      the address mentioned above

    Tel:                      +1
      301 529 4996

    Facsimile:            +
      1 240 465 0273

    


    The
      Company:   Sricon Infrastructure Pvt. Ltd.

    Address:             As
      mentioned above

    Tel:                      917122287666

    Facsimile:            917122290700

    


    The
      Promoter:     R. L. Srivastava

    Address:              As
      mentioned in Schedule 1 hereto

    Tel:                      
      917122287666

    Facsimile:             917122290700

    


    
      	
              17.2

            	
              All
                notices shall be deemed to have been validly given on (i) the business
                date immediately after the date of transmission with confirmed answer
                back, if transmitted by facsimile transmission, or (ii) the business
                date
                of receipt, if sent by courier or hand delivery; or (iii) the expiry
                of
                seven days after posting, if sent by registered
                post.

            


    

    


    
      	
              17.3

            	
              Any
                Party may, from time to time, change its address or representative
                for
                receipt of notices provided for in this Agreement by giving to the
                other
                Party not less than 10 days prior written
                notice.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    18.           LOCK-IN

    


    The
      Promoters hereby unconditionally and irrevocably undertake not to Transfer
      their
      Shareholding from the date of this Agreement till the expiry of 36 months from
      such date, without the prior written permission of IGC. The provisions
      pertaining to Clause 6, 7, 8 and 9 shall be applicable post the completion
      of
      such period.

    


    19.           CONFIDENTIALITY

    


    
      	
               

            	
              19.1

            	
              General
                Obligation.  Each Party undertakes that it shall not
                reveal, and shall ensure that its directors, officers, managers,
                partners,
                members, employees, legal, financial and professional advisors and
                bankers
                (collectively, “Representatives”) do not reveal, to any
                third party any Confidential Information without the prior written
                consent
                of the Company or the concerned Party, as the case may be regardless
                of
                whether this Agreement is terminated or
                not.

            


    

    


    
      	
               

            	
              19.2

            	
              Exceptions.
                The provisions of Clause 19.1 shall not apply
                to:

            


    

    


    
      	
               

            	
              (a)

            	
              disclosure
                of Confidential Information that is or becomes generally available
                to the
                public other than as a result of disclosure by or at the direction
                of a
                Party or any of its Representatives in violation of this
                Agreement;

            


    

    


    
      	
               

            	
              (b)

            	
              disclosure
                by a Party to its Representatives and Affiliates (and their officers
                and
                directors) or to transferee of Shares in accordance with this Agreement
                provided such Representatives, Affiliates and transferees are bound
                by
                similar confidentiality
                obligations;

            


    

    


    
      	
               

            	
              (c)

            	
              disclosure
                by the Company of Confidential Information concerning the Company
                that is
                reasonably necessary in the ordinary course of business or otherwise
                in
                connection with transactions or proposed transactions of the Company;
                and

            


    

    


    
      	
               

            	
              (d)

            	
              obligations
                disclosure, after giving prior notice to the other Parties to the
                extent
                practicable under the circumstances and subject to any practicable
                arrangements to protect confidentiality, to the extent required under
                the
                rules of any stock exchange or by Applicable Laws or governmental
                regulations or generally accepted accounting principles applicable
                to any
                Party or judicial or regulatory process or in connection with any
                judicial
                process regarding any legal action, suit or proceeding arising out
                of or
                relating to this Agreement.

            


    

    


    20.           AUTHORISED
      PERSON

    


    For
      the
      purposes of this Agreement, the Promoters shall be represented by Mr R. L.
      Srivastava. Accordingly, all the Promoters hereby authorise Mr R. L. Srivastava
      to represent the Promoters and take any decision which may be required to be
      taken, do all acts and execute all documents which are or may be required by
      the
      Promoters for the proper and effective fulfilment of the rights and obligations
      under this Agreement. Any action taken or deed performed or document executed
      by
      Mr R. L. Srivastava shall be deemed to be acts or deeds done or documents
      executed by all the Promoters, and shall be binding on all the
      Promoters.

    


    21.           OTHER
      PROVISIONS

    


    The
      Parties agree to adhere to the
      terms set out in Schedule 6.

    


    22           MISCELLANEOUS
      PROVISIONS

    


    22.1        Reservation
      of Rights

    


    No
      forbearance, indulgence or relaxation or inaction by any Party at any time
      to
      require performance of any of the provisions of this Agreement shall in any
      way
      affect, diminish or prejudice the right of such Party to require performance
      of
      that provision, and any waiver or acquiescence by any Party of any breach of
      any
      of the provisions of this Agreement shall not be construed as a waiver or
      acquiescence of any continuing or succeeding breach of such provisions, a waiver
      of any right under or arising out of this Agreement or acquiescence to or
      recognition of rights other than that expressly stipulated in this
      Agreement.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    22.2        Cumulative
      Rights

    


    All
      remedies of either Party under this Agreement whether provided herein or
      conferred by statute, civil law, common law, custom or trade usage, are
      cumulative and not alternative and may be enforced successively or
      concurrently.

    


    22.3        Partial
      Invalidity

    


    If
      any
      provision of this Agreement or the application thereof to any Person or
      circumstance shall be invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of such provision to persons or circumstances
      other than those as to which it is held invalid or unenforceable shall not
      be
      affected thereby, and each provision of this Agreement shall be valid and
      enforceable to the fullest extent permitted by law. Any invalid or unenforceable
      provision of this Agreement shall be replaced with a provision, which is valid
      and enforceable and most nearly reflects the original intent of the
      unenforceable provision. Provided however, if said provision is fundamental
      provision of this Agreement or forms part of the consideration or object of
      this
      Agreement, the provision of this Clause shall not apply.

    


    22.4        Amendments

    


    No
      modification or amendment of this Agreement and no waiver of any of the terms
      or
      conditions hereof shall be valid or binding unless made in writing and duly
      executed by all the Parties.

    


    22.5        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, IGC shall be
      entitled to assign its rights and obligations hereunder to any of its Affiliates
      or ultimate parent company or their Affiliates, without the consent of the
      other
      Parties.

    


    22.6        Entire
      Agreement

    


    As
      on the
      date of this Agreement, this Agreement contains the whole agreement between
      the
      Parties relating to the transactions contemplated by this Agreement and
      supersedes all previous agreements between the Parties or their Affiliates
      relating to these transactions.

    


    22.7        Relationship

    


    None
      of
      the provisions of this Agreement shall be deemed to constitute a partnership
      between the Parties hereto and no Party shall have any authority to bind the
      other Party otherwise than under this Agreement or shall be deemed to be the
      agent of the other in any way.

    


    22.8        Governing
      law

    


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

    


    22.9        Costs

    


    Each
      Party shall bear its own expenses incurred in preparing this
      Agreement.  The stamp duty and other costs payable on this Agreement
      shall be borne by the Promoter.

    


    22.10      Force
      Majeure

    


    No
      Party
      shall be liable to the other if, and to the extent, that the performance or
      delay in performance of any of its obligations under this Agreement is
      prevented, restricted, delayed or interfered with due to circumstances beyond
      the reasonable control of such Party, including but not limited to, Government
      legislations, fires, floods, explosions, epidemics, accidents, acts of God,
      wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of
      Government and/or shortages of materials. The Party claiming an event of
force majeure shall promptly notify the other Parties in writing, and
      provide full particulars of the cause or event and the date of first occurrence
      thereof, as soon as possible after the event and also keep the other Parties
      informed of any further developments. The Party so affected shall use its best
      efforts to remove the cause of non-performance, and the Parties shall resume
      performance hereunder with the utmost dispatch when such cause is
      removed.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    22.11       Severance

    


    Any
      provision of this Agreement which is invalid or unenforceable shall be
      ineffective to the extent of such invalidity or unenforceability, without
      affecting in any way the validity, legality and enforceability of the remaining
      provisions hereof. Should any provision of this Agreement be or become
      ineffective for reasons beyond the control of the Parties, the Parties shall
      use
      reasonable efforts to agree upon a new provision which shall as nearly as
      possible have the same commercial effect as the inefficient
      provision.

    


    22.12       Good
      Faith Negotiations and Further Assurances

     

    
      	
              22.12.1 
                

            	
              The
                Parties agree that if the understanding contemplated in this Agreement
                cannot be completed in the manner set forth herein, then the Parties
                shall
                use reasonable endeavours to enter into such understanding that (a)
                would
                result in a substantially similar outcome and (b) do not materially
                prejudice any of the Parties.  Each of the Parties further
                agrees that, during any such negotiations, it shall refrain from
                initiating any legal actions against the other Parties;
                and

            


    

     

     

    
      	
              22.12.2 
                

            	
              Each
                Party agrees to perform (or procure the performance of) all further
                acts
                and things, and execute and deliver (or procure the execution and
                delivery
                of) such further documents, as may be required by law or as the other
                Parties may reasonably require, whether on or after the date of this
                Agreement, to implement and/or give effect to this Agreement and
                the
                understanding contemplated by it and for the purpose of vesting in
                IGC the
                full benefit of the assets, rights and benefits to be transferred
                to IGC
                under this Agreement.

            


    

     

    


    22.13       Public
      announcements

    


    Neither
      the Promoters nor the Company shall make any disclosure or announcements about
      the subject matter of this Agreement to any Person without the prior written
      consent of IGC. IGC shall be entitled to make any disclosures or announcements
      about the subject matter of this Agreement.

    


    22.14       Execution
      in Counterparts

    


    This
      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.

    


    22.15     
      Authorisation

    


    The
      persons signing this Agreement on behalf of the Parties represent and covenant
      that they have the authority to so sign and execute this document on behalf
      of
      the Parties for whom they are signing.

    


    
      	
              22.16  

            	
              Survival.
                In the event of termination of this Agreement pursuant to Clause
                10,
                notwithstanding anything mentioned herein, Clauses which by their
                nature
                survive termination shall survive the termination of this
                Agreement.

            


    

    


    
      	
              22.17  

            	
              Consent
                to Specific Performance. The Parties declare that it is
                impossible to measure in money the damages that would be suffered
                by a
                Party by reason of the failure by any other Party to perform any
                of the
                obligations hereunder.  Therefore, if any Party shall institute
                any action or proceeding to seek specific performance or enforcement
                of
                the provisions hereof any Party against whom such action or proceeding
                is
                brought hereby waives any claim or defence therein that the other
                Party
                has an adequate remedy at Law. 

            


    

    


    
      	
              22.18  

            	
              Covenants
                Reasonable.  The Parties agree that, having regard to
                all the circumstances, the covenants contained herein are reasonable
                and
                necessary for the protection of the Parties and their
                Affiliates.  If any such covenant is held to be void as going
                beyond what is reasonable in all the circumstances, but would be
                valid if
                amended as to scope or duration or both, the covenant will apply
                with such
                minimum modifications regarding its scope and duration as may be
                necessary
                to make it valid and effective

            


    

    


    
      	
              22.19  

            	
              No
                Implied Representation. Each of the Parties acknowledges that, in
                agreeing to enter into this Agreement, it has not relied on any
                representation, warranty, collateral contract or other assurance
                except
                those set out in this Agreement and the documents referred to in
                made by
                or on behalf of the other Party before the signature of this
                Agreement.

            


    

    


    
      	
              22.20  

            	
              Without
                prejudice The Parties agree that the rights and remedies of the
                Parties hereunder are in addition to their rights at Law or
                equity.

            


    

    


    


    Execution
      Page Follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED THEIR RESPECTIVE
      HANDS TO THESE PRESENTS ON THE DAY, MONTH AND YEAR HEREIN
      WRITTEN:

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED " INDIA GLOBILIZATION CAPTIAL INC.,
                USA"

            	
              )

            
	
              BY
                THE HAND OF MR. RAM MUKUNDA

            	
              )

            
	
              (Authorised
                Signatory)

            	
              )

            
	 	 
	
              ON
                THE 15TH  DAY
                OF  SEPTEMBER   2007

            	
              )

            


    

    


    
      	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	 	 
	
              NAME
                AND ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "SRICON INFRASTRUCTURE PRIVATE LIMITED
                "

            	
              )

            
	
              BY
                THE HAND OF MR. R.L. SRIVASTAVA

            	
              )

            
	
              (AUTHORISED
                SIGNATORY) PURSUANT TO THE

            	
              )

            
	
              RESOLUTION
                PASSED BY THE BOARD

            	
              )

            
	
              ON
                THE   15TH  DAY
                OF  SEPTEMBER   2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	
              ADDRESS:

            	
              )

            
	 	 
	 	 
	 	 


    

    


    
      	
              SIGNED
                AND DELIVERED

            	
              )

            
	
              BY
                THE WITHINNAMED "PROMOTERS"

            	
              )

            
	 	
              )

            
	 	 
	
              ON
                THE 15TH  DAY
                OF  SEPTEMBER   2007

            	
              )

            
	 	 
	
              IN
                THE PRESENCE OF:

            	
              )

            
	
              WITNESS:

            	
              )

            
	
              ADDRESS:

            	 
	 	
              )