5.

CONDITIONS TO CLOSING

5.1 The Closing shall be conditional on the following Conditions having been fulfilled or
waived in accordance with this Agreement:

(i) no order, writ, judgment, injunction, decree, stipulation, determination, award

or law being passed by any Governmental Authority at any time before
Closing which is in effect as of the Closing Date and has the effect of
preventing the Closing from taking place;
(ii) each Party having duly performed and complied with all conditions required
by this Agreement and the Transaction Documents to be performed or
complied by it prior to the Closing Date;
(iii) no breach of the Warranties by the Seller under paragraphs 10.2.3, 10.2.4,
10.2.5, 10.2.6 and 17 given pursuant to Clause 8.1, in each case taken as a
whole, having existed on the Closing Date (had such Warranties been
repeated on the Closing Date by reference to the facts and circumstances then
existing as if references therein to the date of this Agreement were references
to the Closing Date);
(iv) no material breach of the Warranties by the Seller given pursuant to Clause
8.1 (other than as set out in Clause 5.1(iii) above), in each case taken as a
whole, having existed on the Closing Date (had such Warranties been
repeated on the Closing Date by reference to the facts and circumstances then
existing as if references therein to the date of this Agreement were references
to the Closing Date);
(v) evidence that all contracts entered into by the Company (including renewal of
contracts) from the Execution Date to the Closing Date incorporate terms
substantially similar to the terms set out in Schedule 9 to secure Company’s
compliance with the Warranties set out in paragraph 17 of Schedule 6;
(vi) no material breach of the warranties given by the Purchaser pursuant to
Clause 8.2, in each case taken as a whole, having existed on the Closing Date
(had such warranties been repeated on the Closing Date by reference to the
facts and circumstances then existing as if references therein to the date of this
Agreement were references to the Closing Date);

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(vii) the Seller having irrevocably waived all pre-emptive rights, rights of first
refusal, rights of co-sale or other contractual rights to subscribe for, purchase
or sell securities issued by the Company that it may have in connection with
the transfer of Seller Sale Shares to the Purchaser in accordance with Clause
2.1 or otherwise in connection with the shareholders agreement dated
September 30, 2007January 21 2019;
(viii) no Material Adverse Change Effect excluding any change or development
resulting from:
Formatted: List Paragraph, Justified, Line spacing: single,
(viii) a) general economic condition; or No bullets or numbering, Tab stops: Not at 1.25"
Formatted: Justified, Indent: Left: 1.25", No bullets or
numbering
b) adverse effect from announcement that buyer is anticipated acquirer; have
occuredhaving occurred;;

(ix) the Company having all requisite approvals, consents and licenses as set out
in Schedule 10 and such approvals, consents and licenses being valid;
(x) the Company shall have obtained the approval from Ministry of Environment,
Forests and Climate Change for expansion of storage capacity (including
conversion of 39,274 cbm of storage capacity from crude palm oil and
biodiesel use to petroleum, oil, lubricants and chemicals use) (“MOEF
Approval”);
(xi) evidence of filing of application for APPCB Approval by the Company,
unless the MoEF Approval granted to the Company specifically restricts the
Company from making the application for APPCB Approval until the
Company is compliant with the MB Lal Committee Recommendations;
(xii)(x) the Seller should have obtained a fair value certificate for the Seller Sale
Shares from a Big 4 Accounting Firm; and
(xiii)(xi) dematerialization of the Seller Sale Shares and the appropriate filings with
the office of the relevant Registrar of Companies.

(xiv)(xii) The Seller shall shutdown the business with Iran, Syria, Sudan. (This
would involve cost and expenses for terminating all contract with
distributoers and other agencies. Adjust the cost to the Purchase Price.)

(xv)(xiii) The seller shall intimate the top 5 customers and distributors and get their
consent for the contract with the buyer. The Seller shall also get consent from
the customers which substantially profits the company.
5.2 Waiver of Conditions:

(i) The Purchaser and the Seller may by mutual agreement at any time waive in
whole or in part and conditionally or unconditionally the conditions set out in
Clause 5.1(i).
(ii) The Seller may at any time waive in whole or in part and conditionally or
unconditionally the conditions set out in Clause 5.1(ii) and (vi) by notice in
writing to the Purchaser.
(iii) The Purchaser may at any time waive in whole or in part and conditionally or
unconditionally the conditions set out in Clause 5.1 (ii) – (xiii) by notice in
writing to the Seller.
5.3 Notification of Satisfaction of Conditions:
(i) The Seller and the Purchaser, as the case may be, shall upon becoming aware
that all of the Conditions have been fulfilled, promptly notify the other in the
form set out in Schedule 8 (the Conditions Completion Certificate), together
with all documents evidencing fulfilment of the Conditions.
(ii) The Seller and the Purchaser, as may be applicable, shall each notify the other
promptly upon becoming aware: (a) that any of the conditions have been
fulfilled; or (b) of any event, condition or circumstance that is reasonably
likely to have caused a material breach of any warranty given pursuant to
Clauses 8.1 and 8.2.
 Mock up Version for Educational Purposes

(iii) The first Business Day following the day on which all Conditions have been Formatted: Indent: Left: 0.75", Hanging: 0.5"
fulfilled or waived by the Purchaser and the Seller shall be the Unconditional
Date.
(iv)5.4 The Seller shall enter into agreements with Key Managerial Personnel to Formatted: List Paragraph, Indent: Left: 0.2", Hanging:
0.59", Line spacing: Multiple 1.13 li, Outline numbered +
transfer their services to the Buyer. [If the buyer is ready to incur costs for the Level: 2 + Numbering Style: 1, 2, 3, … + Start at: 1 +
same] Alignment: Left + Aligned at: 0" + Indent at: 0.25", Tab
stops: 0.74", Left + Not at 1.25"
(v)
Formatted: Font: Bold, Font color: Red
(vi)
Formatted: Indent: First line: 0.3", No bullets or numbering
5.45.5 Without prejudice to Clause 5.1, the Seller and the Purchaser agree that all requests Formatted: No bullets or numbering
and enquiries from any Governmental Authority, which relate to the satisfaction of
the Conditions shall be dealt with by the Seller and the Purchaser in consultation with
each other and the Seller and the Purchaser shall promptly co-operate with and
provide all necessary information and assistance reasonably required for this
purpose.

6. PRE-CLOSING COVENANTS

6.1 The Seller agrees to use reasonable efforts to procure that between the Execution Date
and Closing Date, the Company carries on its Business in the Ordinary Course as
carried on prior to the Execution Date and in accordance with its Charter Documents
and applicable Law, save in so far as agreed in writing by the Purchaser, provided
however that the obligation in this Clause 6.1 shall not limit the Company’s ability to
give effect to or consummate any transaction:

(i) for which a binding agreement has been executed prior to the Execution Date
or any replacement or supplement thereto; or
(ii) for the purposes of or in connection with this Agreement or to give effect to
the transactions contemplated under this Agreement.
6.2 The Seller covenants and agrees to procure that as on the Closing Date, the Seller and
Company are in compliance with the applicable Laws.

6.3 Without prejudice to the generality of Clause 6.1, the Seller undertakes and shall
cause the Company to undertake to use reasonable endeavours to procure that,
between the Execution Date and Closing Date, the Company shall not, except as may
be required to give effect to and to comply with this Agreement, without the prior
written consent of the Purchaser (which shall not be unreasonably withheld, delayed
or conditioned):

(i) enter into any agreement or incur any commitment which is not capable of
being terminated without compensation at any time with six (6) months’
notice or less and which involves or may involve total annual expenditure in
excess of Indian Rupees Five Hundred Thousand (INR 500,000), other than in
the Ordinary Course of Business;
(ii) acquire or dispose of, or agree to acquire or dispose of, any material asset
involving consideration, expenditure or liabilities in excess of Indian Rupees
Five Hundred Thousand (INR 500,000) in the aggregate, other than in the
Ordinary Course of Business;
(iii) incur any additional borrowings or incur any other indebtedness in each case
in excess of Indian Rupees Sixmillion (INR 6,000,000) in the aggregate;
(iv) incur any additional capital expenditure or cost towards compliance of MB
Lal Committee Recommendations in excess of Indian Rupees Two Hundred
and Fifty Million (INR 250,000,000) in the aggregate;
Mock up Version for Educational Purposes

(v) take any action or enter into any transactions that could be expected to result
in a change in the scope, nature or activities of the Company or of the
Business;
(vi) any action which results in a merger or demerger or amalgamation of the
Company;
(vii) amend or modify the Charter Documents (except in relation to the
transactions contemplated under the Transaction Documents);
(viii) sell, lease, Transfer in any manner whatsoever or create an Encumbrance on
the Assets except in the Ordinary Course of Business; and
(ix) create, allot or issue any securities in the share capital of the Company;

6.4 Notwithstanding the foregoing, nothing contained in Clause 6.1, Clause 6.2 or Clause
6.3 above shall apply in respect of and shall operate so as to restrict or prevent:

(i) any matter reasonably undertaken by the Company in an emergency or

disaster situation that may result in any damage to the physical assets of the
Company, provided that the Purchaser is informed of all such actions within
two (2) Business Days of undertaking such actions;
(ii) the completion or performance of actions which are reasonably necessary to
discharge any obligations undertaken pursuant to any legal or regulatory
obligation (including capital expenditure obligations under a regulatory
determination) or in the case of a licence or Consent, issued or granted in the
Ordinary Course of Business; or
(iii) the Company tendering for or entering into any contract which is a
replacement of an existing Contract on terms that are substantially similar to
the terms of the Contract being replaced.

6.5 The Sellers shall make scheduled payments of their due debt and refinance debt. (The
Seller can’t give such covenant. Whatever cash flow is generated, can be used for
running other activities of the Company.)
6.6 The Seller shall run the business in the Ordinary Course of Business. (Reply- Define
ordinary course of business.)
6.7 The Sellers shall not incur any further payment obligations. (The Seller may have to
incur further payment obligations to maintain the working capital. The Seller will
take loan when the rate of interest is lower.)
6.8 The Seller will not carry the business on credit basis with the customers until Closing
Date.
6.9 The Sellers shall enter into the Binding agreement with Pakka Artriya, third party
processing facilities. (If it had been possible, we would have done it earlier.)
6.10 The Seller shall use reasonable measures to retain 4 Key Managerial Personnel. (The
buyer shall pay the cost of incentivizing the employees to remain.)
6.11 The Seller shall endeavor to register the trademarks that have not been registered yet
as commercially possible. (We agree with the Covenant).

6.12 Without prejudice to the generality of Clause 6.1, prior to the Closing Date, the Seller
shall, and shall procure that the Company shall, upon receipt of a notice of two (2)
Business Days in writing and during normal business hours, allow the Purchaser, its
employees and directors, reasonable access to the books, records and documents of
or relating to Company. Provided that the obligations of the Seller under this Clause
 6.10 shall not extend to allowing access to the Purchaser, its employees and directors,
third party advisors and agents to: (i) the Seller’s or Company’s premises or IT
systems; or
(ii) information which is reasonably regarded as confidential to the activities of the
Seller.

8. WARRANTIES

8.1 Warranties

8.1.1 The Seller warrants to the Purchaser and the Sponsor that each of the statements in
Schedule 6 is true and accurate in all respects on the Execution Date and shall be true
and correct in all material respects on and as of the Closing Date, provided that the
Warranties given, except the Warranties set out in paragraph 1.1 of Schedule 6, shall
be subject to the matters which are fairly disclosed in this Agreement and the
Disclosure Letter (including documents referred to in the Disclosure Letter).

8.1.2 The only Warranties given:

(i) in respect of the properties are those contained in paragraph 6 of Schedule 6

and no other Warranties are given in respect of the properties;
(ii) in respect of employment matters are those contained in paragraph 9 of
Schedule 6 and no other Warranties are given in respect of such matters;
(iii) in respect of tax matters concerning the Company are those contained in
paragraphs 13.1 to 13.5 of Schedule 6 and no Warranties are in respect of
such matters;

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(iv) in respect of legal compliance, except compliance with Environmental Law,

are those contained in paragraph 10 of Schedule 6 and no other Warranties are
given in respect of such matters; and
(v) in respect of tax matters concerning the Seller are those contained in
paragraph 13.6 of Schedule 6 and no other Warranties are given in respect of
such matters.
8.1.3 Each of the Purchaser and Sponsor acknowledges and agrees that, except as expressly
provided under the Warranties, the Seller does not give or make any warranty or
representation to the Purchaser or any of its directors, officers, employees, agents or
advisers on or prior to the Execution Date.

8.1.4 All references in the Disclosure Letter to paragraph numbers shall be to the
paragraphs in Schedule 6 to which the disclosure is most likely to relate. A matter set
forth in one section or paragraph of a Schedule need not be set forth in any other
paragraph so long as its relevance to such other paragraph of the Schedule or section
of the Agreement is reasonably apparent on the face of the information disclosed
therein to the person to which such disclosure is being made.

8.2 Purchaser’s Warranties

The Purchaser warrants to the Seller that each of the statements set out in Schedule 7
is true and accurate as on the Execution Date and shall be true and accurate on and as
of the Closing Date.

9. SELLER’S LIABILITY TO THE PURCHASER

9.1 Seller’s liability to the Purchaser:

The Seller shall be liable to the full extent of the liability for a breach that relates to or
arises from the Warranties set out in Schedule 6 subject to Clauses 9.2 to 9.13.
Provided that except as set out in Clause 9.3.1 and Clause 9.4.1 below, the terms of
Clauses 9.2 to 9.13 shall in no manner limit the liability of the Seller pursuant to a
claim by the Purchaser under or with respect to Clause 12 or a breach of the
Warranties set out in paragraph 1.1 of Schedule 6.

9.2 Time Limitations

The Seller shall not be liable under this Agreement in respect of any claim for Losses
under Clause 9.1 above, unless Notice of Claim is given by the Purchaser to the Seller
on or prior to the expiry of twenty four (24) twelve (12) months from the Closing
Date (“Claim Period”). Provided that the Claim Period in respect of any claim or
Notice of Claim for Losses in relation to the Taxes by the Company for a period prior
to the Closing Date shall be as set out in Clause 12.1.1(i). Provided further the Parties
may extend the Claim Period by mutual agreement in writing in any other Transaction
Document.
Provided that the liability of the Seller under Clause 12 of this Agreement shall not be
subject to the limitation set out in this Clause 9.2.
9.3 De–Minimus Claims

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The Seller shall not be liable under this Agreement in respect of any individual claim
(or a series of claims arising from identical facts or circumstances) where the
liability agreed or determined (disregarding the provisions of this Clause 9.3) in
respect of any such claim or series of claims does not exceed Indian Rupees Two
Million and Five Hundred Thousand (INR 2,000,000), provided that where the
liability agreed or determined in respect of any such claim or series of claims
exceeds Indian Rupees Two Million and Five Hundred Thousand (INR 2,500,000)
the Seller’s liability shall be limited to the amount of the excess.
Provided that the liability of the Seller under Clause 12 of this Agreement shall not
be subject to the limitation set out in this Clause 9.3.

9.4 Maximum Liability for all Claims

9.4.1 The Parties agree and acknowledge that the aggregate liability of the Seller in respect
of any breach of: (i) the Fundamental Warranties shall not exceed the Adjusted
Purchase Price or be subject to the de-minimus amounts set out under Clause 9.3
above; and (ii) the Non-Fundamental Warranties shall not exceed the amount which
equals 20% of the Purchase Price, such that the Purchaser shall in no event be
eligible to claim in excess of the Adjusted Purchase Price.
9.4.2 Provided that the liability of the Seller under Clause 12 of this Agreement shall not be
subject to the limitation set out in this Clause 9.4.
9.5 Losses

The Seller shall not be liable under this Agreement in respect of any loss of
production, loss of profit, loss of revenue, loss of contract, loss of goodwill or any
indirect, special or consequential losses. Provided that a breach of a Warranty set out
in Schedule 6 that adversely impacts the audited financials as per the Accounts of the
Company shall for the purpose of this Agreement be treated as a loss to the Purchaser.
9.6 Limitation of Liability

9.6.1 The Seller shall not be liable under this Agreement in respect of any claim if proper
provisions or reserve is made in the Accounts or the Management Accounts for the
matter giving rise to the claim. However, if the actual claim exceeds the amount of
provision or reserve in the Accounts or the Management Accounts then subject to the
terms of this Agreement the excess shall be payable to the Purchaser.

9.6.2 For the purposes of this Agreement, the Seller shall make payments of such amounts
in respect of such claims, as have either been mutually agreed in writing between
Parties, or if disputed, have been finally determined pursuant to the dispute resolution
mechanism provided for in Clause 14 of this Agreement.

9.6.3 The Seller shall not be required to pay amounts under this Agreement in respect of
any claims until such time the claims become due and payable. In case the Purchaser
makes any interim payment as required by Law in relation to any claim against the
Company then the same shall be payable by the Seller.

9.6.4 The Seller shall not be liable, under any Warranties if and to the extent that the fact,
matter, event or circumstance giving rise to such claim is fairly disclosed in this
Agreement or the Disclosure Letter (including documents referred to in the

17
 Mock up Version for Educational Purposes

Disclosure Letter) except in the case of any claim arising directly from the breach of
Fundamental Warranties.
9.6.5 The Parties agree and acknowledge that Losses on account of fines and penalties
levied by any Governmental Authorities, loss of revenue and claim for damages by
customers arising to the Company, the Purchaser and/ or the Sponsor on account of
the Company operating without the MOEF Conversion Approvals prior to the
Closing Date shall be borne by the Company, the Purchaser and/ or the Sponsor and
the Seller shall not be liable for such Losses.

9.6.6 The Parties agree and acknowledge that in the event there is any receipt of cash or
credit of tax by the Company on account of a ruling by a Tax Authority or
Governmental Authority in relation to financial year 201807-201908 (assessment
year 200188-1909), then such amount or tax credit received shall be: (i) netted-off
against any outstanding claim by the Purchaser against the Seller to reduce the
liability of the Seller in relation to such outstanding claim to the extent of the cash
received by the Company; or (ii) in the absence of an outstanding claim against the
Seller, reduce the liability cap for the Seller in relation to any breach of the Non-
Fundamental Warranties as set out in Clause 9.4.1(ii) to the extent of the cash or tax
credit received by the Company.
9.6.7 Under no circumstances whatsoever shall the Sellers be liable in contract, tort or
otherwise for any indirect costs, expenses, liabilities, damages or losses including
any consequential losses or any special losses, howsoever caused to any party.

9.7 Matters arising subsequent to the Execution Date

The Seller shall not be liable under this Agreement in respect of any matter to the
extent that the claim would not have occurred but for:
(i) Agreed matters

any matter or thing done or omitted to be done pursuant to and in compliance

with this Agreement or otherwise at the request in writing or with the
approval in writing of the Purchaser (including, for the avoidance of doubt,
any action not taken by the Seller as a result of the Purchaser not approving
any action which the Seller or Company propose to take under Clause 6.3);
(ii) Changes in legislation

(a) the passing of, or any change in, after the Execution Date, any Law,
rule, regulation or administrative practice of any Governmental
Authority including (without prejudice to the generality of the
foregoing) any increase in the rates of Taxation or any imposition of
Taxation or any withdrawal of relief from Taxation in effect at the
Execution Date except any the passing of, or change in, after the
Execution Date, any Law, rule, regulation or administrative practice
of any Governmental Authority with retrospective effect in relation to
Withholding Tax; or
(b) any change after the Execution Date of any generally accepted
interpretation or application of any legislation as decided by a relevant
competent authority as authorized by applicable Law;

(iii) Accounting and Taxation policies

any change in accounting or Taxation policy, bases or practice of the

Purchaser or Company introduced or having effect after Closing.
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9.8 Insurance

The Seller shall not be liable under this Agreement in respect of any claim to the
extent that the Losses in respect of which such claim is made are covered by a policy
of insurance for which the Company has paid all premiuma as of the Closing Date.
9.9 Purchaser’s Knowledge

The Seller shall not be liable in respect of any claim for breach of this Agreement to
the extent that the facts, matters, information or circumstances that would cause one
or more of the Warranties to be inaccurate as of the date made), were known by the
Purchaser or by any of the Purchaser’s respective directors on or prior to the Closing
Date.
9.10 Recovery from third parties following recovery from the Purchaser

If the Seller has / had paid an amount in discharge of any claim under this Agreement
and the Purchaser thereafter recovers from a third party a sum which indemnifies or
compensates the Purchaser or Company (in whole or in part) in respect of the Loss or
liability which is the subject matter of the claim, the Purchaser shall procure that the
Company shall pay to the Seller: (i) where the amount so recovered from the third
party is equal to or more than the amount paid by the Seller for such claim, the
amount previously paid by the Seller to the Purchaser less any Taxation attributable to
such payment; or (ii) where the amount so recovered from the third party is less than
the amount paid by the Seller for such claim, any sum recovered from the third party
less any costs and expenses incurred in obtaining such recovery and Taxation
attributable to such payment.

9.11 Double Claims

The Purchaser shall not be entitled to recover from the Seller under this Agreement
more than once in respect of the Losses arising from identical facts or circumstances.

9.12 Mitigation of Losses

The Purchaser shall take adequate steps to avoid or mitigate the Losses as required
under Law.
9.13 Fraud

None of the limitations contained in this Clause 9 shall apply to any claim which
arises or is increased, or to the extent to which it arises or is increased, as the
consequence of, or which is delayed as a result of, fraud by the Seller.

12. SPECIFIC INDEMNITIES

12.1 The Seller agrees to indemnify, defend and hold harmless the Purchaser or the
Sponsor, and their respective directors and officers (the “Indemnified Person”)
from and against any and all Losses suffered or incurred by any of the Indemnified
Persons or to which any of the Indemnified Persons may otherwise become subject
(regardless of whether or not such Losses relate to any Third Party Claim) and which
arise out of, or result from the following events or circumstances, for the amounts,
and up to such time periods as are more particularly set out below, as liquidated
damages:
12.1.1 Intellectual Property:
The seller agrees to indemnify for any loss occurring due to pending material
Intellectual Property litigations regarding validity of intellectual property but shall
not indemnify for losses due to regulatory changes or lack thereof. The company also
undertakes to indemnify the buyer, in case any loss of intellectual property rights
occurs due to seller’s negligence in securing Intellectual property protection. (The
Seller doesn’t agree to

12.1.2 Environment:
The company agrees to indemnify for any loss occurring due to an unfavourable
outcome in pending or current litigations related to environment, health and safety
laws. (The Seller does not agree to such indemnity. The Buyer can rely on General
Indemnity).

12.1.3 Storage and Processing Facility:

The seller agrees to indemnify the buyer for any loss occurred due to improper
storage, processing and handling of paddy or rice. ( The seller will not indemnify the
buyer for any loss due to processing facilty.)

12.1.4 Withholding Tax Indemnity

(i) Subject to Clause 12.2.5 any claims received by the Purchaser, anytime prior
to the expiry of forty-two (42) months from the Closing Date, in relation to
the Withholding Tax Claim of the Purchaser with respect to the Adjusted
Purchase Price paid to the Seller, provided that the Seller’s liability under this
Clause 12.1 shall not exceed the Computed Tax Amount. Provided further,
that in case there is a delay in the payment of Withholding Tax or any part
thereof by the Seller beyond the period forty-two (42) months from the
Closing Date, whether or not the Seller decides to contest the levy of
Withholding Tax, the Seller shall be liable under this Clause 12.1 for an
amount which shall not exceed the Computed Tax Amount.
(ii) The Parties further agree that in the event the Income Tax Act is amended to
reduce the capital gains tax on transfer of long term capital assets from 20%
to 10% under the provisions of Income-tax Act (excluding application of the
first and second proviso of Section 48 of the Income Tax Act and the India-
Mauritius Tax Treaty) upon the enactment of the Finance Bill 2016 amending
the Income Tax Act, the Seller’s liability under this Clause 12.1 shall not
exceed the Computed Tax Amount. Provided that in the event the Seller
 contests the levy of tax on the Seller for the sale of the Seller Sale Shares
which results in a delay in the payment of Withholding Tax beyond the period
forty-two (42) months from the Closing Date, the Seller shall be liable under
this Clause 12.1 for an amount which shall not exceed the Computed Tax
Amount.
(iii) The Parties agree that the computation of tax liability of the Seller under the
Income Tax Act without the application of the provisions of the India-
Mauritius Tax Treaty, for the purposes of the computation of the Seller’s
liability under this Clause 12.1 is as set out in the relevant Tax Transaction
Documents. It is further agreed that the said Computed Tax Amount shall be
provided to the Purchaser in writing in the form provided under Clause 4.1
(i)(c) on the Execution Date, on the Closing Date to consider changes only on
account of the prevailing exchange rate on the Closing Date and the Adjusted
Purchase Price.
12.2 Withholding Tax Claims

12.2.1 The Seller shall indemnify the Indemnified Parties from and against all Losses on
account of Withholding Taxes (excluding any penalties that may be imposed, charged
or levied) on account of Withholding Taxes ) (“Tax Losses”), provided that such Tax
Losses result in a payment obligation on the Purchaser (which is not stayed or
withdrawn or discharged or in any manner disapplied, permanently within the time
period stipulated for making such payment).
12.2.2 The Indemnified Parties shall, within seven (7) Business Days (or a lesser period
depending upon the due date specified in a Withholding Tax Claim) from the receipt
of a show cause notice or notice or written communication in relation to any income-
tax claim, demand, suit, or action from a Tax Authority (“Withholding Tax Claim”)
in relation to which the Indemnified Party may seek an indemnity from the Seller
under Clause 12.2.1, give notice of such Withholding Tax Claim to the Seller,
together with a copy of the notice received from the Tax Authority.
12.2.3 Upon the Purchaser notifying the Seller pursuant to a Withholding Tax Claim,
including without limitation any notice by the Tax Authority, in accordance with
Clause 12.2.2, the Seller may, if it so desires, by notice to the Purchaser decide to
control and manage the defence of such Withholding Tax Claim by giving a notice in
writing to the Purchaser within a period of fifteen (15) Business Days (or a lesser
period depending upon the due date specified in a Withholding Tax Claim) from the
date of receipt of the Purchaser’s notice relating to the Withholding Tax Claim. In
such an event, the Seller will have the right to control the defence of the concerned
Withholding Tax Claim, including by appointment of counsel, and take all decisions
in connection with the defence, negotiation or settlement of such Withholding Tax
Claim or proceedings in relation thereto in such manner as it deems fit. If the
Purchaser does not receive a notice from the Seller of its decision to control the
defence of a Withholding Tax Claim within such period of fifteen (15) Business Days
(or a lesser period depending upon the due date specified in a Withholding Tax
Claim), the Purchaser shall have the right, but not the obligation to defend such
Withholding Tax Claim. Notwithstanding anything contained in this Clause 12.2.3, it
is hereby clarified that the Seller’s liability to indemnify the Indemnified Parties shall
not be affected by whether or not the Seller or the Purchaser elects to defend a
Withholding Tax Claim.

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12.2.4 Any delay in notifying a Withholding Tax Claim shall not affect the Seller’s liability
with respect to such Withholding Tax Claim. Provided further that the Seller shall not
be liable for such incremental amounts directly attributable to a delay by the
Purchaser in notifying a Withholding Tax Claim.
12.2.5 If upon being notified under Clause 12.2.3, the Seller elects to contest and control the
defense of the Withholding Tax Claim and after eighty four (84) months from the
Closing Date, such Withholding Tax Claim has not been finally resolved, then the
Seller may at its sole discretion choose to either settle such Withholding Tax Claim or
pursue its defence of the Withholding Tax Claim. If the Seller chooses to pursue its
defence of the Withholding Tax Claim, then the Seller’s obligation to pay interest on
the Withholding Tax Claim under Clause 12.1 shall include any additional amount of
interest that would be due on the Withholding Tax beyond the eighty four (84) month
period from the Closing Date.
12.2.6 The liability of the Seller to indemnify the Purchaser under this Clause 12.2 shall
survive till the expiry of forty two (42) months (“Withholding Tax Period”) from
the date hereof and shall cease thereafter in all respects, provided however in relation
to any Withholding Tax Claims notified by the Indemnified Parties to the Seller prior
to such expiry of forty two (42) months based on a Withholding Tax Claim, the
liability of the Seller to indemnify the Purchaser under this Clause 12.2 shall survive
until one (1) month after such Withholding Tax Claim is finally settled.
12.2.7 Any passing of, or change in, after the Execution Date, any Law, rule, regulation or
administrative practice of any Governmental Authority with retrospective effect in
relation to Withholding Tax shall be borne by the Seller.
12.2.8 Each of the Seller and the Purchaser shall provide to the other all such information and
documents as the other may reasonably require for the purpose of defending any
Withholding Tax Claim under this Clause 12.2 and the Seller shall provide all
relevant documents and information to the Purchaser in relation to any litigation or
any notice received from a Tax Authority post completion of forty two (42) months in
relation to a Withholding Tax Claim..
12.2.9 Notwithstanding anything contained in this Clause 12.2, the Seller shall ensure that the
time limit specified in the Withholding Tax Claim for payment of Taxes is complied
with in accordance with applicable Laws. In the event any of the Indemnified Parties
is liable to pay any amounts pursuant to the said Withholding Tax Claim or any
proceedings in relation to the same, then the Seller shall pay such amounts to such
Indemnified Party or to the Tax Authority on behalf of such Indemnified Party at least
seven (7) Business Days before the due date for payment of such Taxes as provided in
the Withholding Tax Claim or in any proceedings in relation to the same, unless a stay
to make such payment as per the Withholding Tax Claim has been obtained.
 Schedule 5

Disclosure Letter

1. Loan:
Certain of our Indian lenders have classified our loan balances as Non-performing assets
(NPAs). This continued impasse with the Indian banks can result in revenues of the
Indian subsidiary being severely impacted. The Indian company has been working pro-
actively to negotiate the reclassification of its loans with Indian lenders. Collateral offered
to banks, being factory land (9 acres out of 17 acres), has been licensed and approved for
conversion to residential real estate. This has infact, increased the value of the security for
banks and at the same time gives us the opportunity to monetize the asset and reduce the
loans in future. However, amidst regulatory and credit tightening, the Indian lender banks
have not agreed to reclassify loans extended to us into working capital and real estate
loans.
2. Revenue:
We generated 65.3% of our revenue in fiscal 2018 from products we sold outside India.
As such, a portion of such international revenue is subject to the Government of India’s
export control laws.
3. Pending Litigation:
1. In May 2005, certain workers at our processing facility declared a strike to
demand higher wages and enhanced labor policies, and to protest certain workforce
reductions. The strike was called off in 2006, but certain of such workers’ claims are
currently pending adjudication before the Gurgaon Labour Court and the outcome of
such adjudication may not be favorable to us.
2. Indian Food Co. and its executives have been named in certain civil and criminal
complaints filed by its suppliers and vendors from time to time.
3. One of our financial lenders in India (part of the consortium banking arrangement,
entered in late 2015) has applied to NCLT (National Country Law Tribunal), under
section 9 of the Insolvency and Bankruptcy Code, 2016 and forcing us to repay the
loan an amount of $14.1 million (as per their application) extended to us. The
application has not been admitted as at the filing of the annual report in this Form
20F. The Company believes the stand of the financial creditor is without merit and
unwarranted and driven by general tightening credit environment.
4. The company is also pursuing certain intellectual property litigations. The company
has been successful in asserting such claims in the past.
4. Insurance:
We believe that the extent of our insurance coverage is consistent with industry practice.
Our insurance policies include coverage for risks relating to personal accident, burglary,
medical payments, product liability and marine cargo, including transit cover covering
certain employees, office premises and consignments of rice. In addition, the inventory
stored at our processing facility and warehouses is insured against fire and other perils
such as earthquake, burglary and floods, and we have fire and allied perils insurance
coverage for business interruptions at our milling facility. Additionally, we maintain
insurance policies that provide coverage for class action litigation resulting from claims
made against us in connection with the offer and sale of our securities. However, any
claim under our insurance policies maintained by us may be subject to certain exceptions,
may not be honored fully, in part, in a timely manner or at all, and we may not have
purchased sufficient insurance to cover all losses that we may incur. Our insurance
policies may not cover such inventory and business interruption losses. Additionally, in
the future, insurance coverage may not be available to us at commercially acceptable
premiums, or at all.
 5. Intellectual property:
The sellers are facing certain Intellectual property related issues. The existing intellectual
property rights may be hampered if the countries in which we use trademark protections
amend their laws. There are certain countries where there are no trademark laws and thus
make us susceptible to Intellectual property rights’ breach.

SCHEDULE 6

WARRANTIES

The Seller warrants to the Purchaser and the Sponsor that, as on the Execution Date and as on
the Closing Date:
1. Title to Seller Sale Shares

1.1Seller Sale Shares

1.1.1 The Seller:

(i) is the legal and beneficial owner of the Seller Sale Shares; and Formatted: Highlight

(ii) has the right to exercise all voting and other rights attached to the Seller Sale
Shares.
1.1.2 The Seller Sale Shares comprise seventy three decimal ninety nine (73.99) per cent of
the issued, subscribed and paid up Share Capital of Company.
1.1.3 The Seller Sale Shares are each fully paid or credited as fully paid.
 1.1.4 The Seller Sale Shares have not been and are not listed on any stock exchange or
regulated market.
1.1.5 There are no Encumbrances on the Seller Sale Shares.

1.1.6 All necessary consents for the transfer of the Seller Sale Shares have been obtained.

2. Authority and Capacity

2.1 Seller

2.1.1 The Seller is a duly incorporated trust and is validly existing under the laws of the
India and has its registered office -
2.1.2 The Seller has the legal right and full power and authority to enter into and perform
this Agreement and any other documents to be executed by it pursuant to or in
connection with this Agreement.
2.1.3 The documents referred to in [●] will, when executed, constitute valid and binding
obligations of the Seller, in accordance with their respective terms.
2.1.4 The Seller has taken all corporate actions required by it to authorise it to enter into
and to perform this Agreement, and any other documents to be executed by it
pursuant to or in connection with this Agreement and the consummation of the
transactions as contemplated hereunder.
2.1.5 The Seller has taken consent from the lenders as required to be taken by the agreement
with the lender.
3. Corporate Information

3.1 Constitutional Documents, Corporate Registers and Minute Books

3.1.1 The Charter Documents of Company in the Data Room are true and fair copies of the
Charter Documents of Company and, there have not been any breaches by

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Company of its Charter Documents, since January 21, 2019, which would materially
impact the Business of Company.
3.1.2 The registers, statutory books, books of account and other records of Company which
are required to be maintained under applicable Law have, in all material respects,
been properly kept.
3.1.3 All registers, books and records referred to in [●]paragraph 3.1.2 are in the possession
(or under the control) of Company.
3.1.4 All accounts, documents and returns required by Law to be delivered or made to the
Registrar of Companies have been duly and correctly delivered or made.
[Reply- We are not on the management, it includes charter documents of the company,
we do not have knowledge of the same.]
3. 2 Share Capital

3.2.1 The Company does not:

(i) have any interest in, nor has it agreed to acquire, share capital of any other
company (wherever incorporated) or firm or concern, ther than as disclosed
(ii) have any branch, division or establishment outside the jurisdiction in which it
is incorporated., Other than as disclosed in the disclosure letter.
4. Accounts

4.1 To the best of the Seller’s knowledge, the Accounts have been prepared in all material
respects:
(i) in accordance with applicable Law and in accordance with the accounting
principles, standards and practices generally accepted at the Accounts Date in
India;
(ii) subject to paragraph 4.1(i) above, on a basis consistent with that adopted in
preparing the audited accounts of Company for the previous one (1) financial
year; and
(iii) none of the accounts receivable is subject to any material service deficiencies
or discounts or counter-claims.
4.2 To the best of the Seller’s knowledge, since the Accounts Date the Company: (i) has
not incurred any material indebtedness; (ii) has not sold, transferred or granted to
any third party any mortgage, pledge, assignment by way of security,
hypothecation or security interest in its loan portfolio or its right to subscribe
agreements, and with respect to all other assets; (iii) has not sold or transferred or
created an Encumbrance outside the Ordinary Course of business; and (iv) has not
declared, set aside or, paid any dividend on, or made any other distribution in
respect of, the share capital of the Company, or carried out any direct or indirect
redemption, purchase or reduction of its own securities.
[As Trust for Dughter, who is also Director f the ompany, we can limit
liability to daughter’s knowledge.)
5. Financial Obligations

5.1Financial Facilities
 Details of all financial facilities (including loans, derivatives and hedging
arrangements), in each case exceeding [●]Indian Rupees One Hundred Thousand
(INR
(The Seller is a trust for the beneficiary of daughter. Thus, they only give warranty
to the extent of material loans which are in knowledge of and not delegated by
Daughter as Director.) But if the deal is off table, then we could have interal
arrangement of indemnity from other Seller).

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100,000), outstanding or available to Company, as at the Execution Date, are given in

the Disclosure Letter.
We cannot give
5.2 Guarantees

Other than as listed in section [●]A of the Disclosure Letter, there is no outstanding
guarantee, suretyship or security given (other than in the Ordinary Course of
business) by Company, or for the benefit of Company.
6. Assets

6.1 The Properties

6.1.1 Details of all official and commercial premises owned, or taken on lease/ leave and
license basis by Company are set out in the Disclosure Letter.
6.1.2 The Company is legally entitled to occupy all the premises it currently occupies.

6.1.3 To the best of the Seller’s knowledge, there is no outstanding notice or dispute
involving Company and any third party as to the use of any property which would, if
implemented or enforced, have a material impact on the Business of Company.
6.2 Leasehold /Licensed Properties

Where the interest of Company in any property is leasehold/under a licence, details

have been furnished in the Disclosure Letter:
6.2.1 Company has not received any written notice of any material breach, or any material
non-observance of any covenant, condition or agreement contained in the lease
/license on the part of either, the relevant landlord /licensor or Company which would
have a material impact on the Business of Company.
6.2.2 Each lease of real property, is legal, valid, binding, in full force and effect and
enforceable against each party thereto.
6.3 Ownership of Assets

All Assets of the Company, other than any Assets disposed of or realised in the
Ordinary Course of Business, assets given as collateral (as disclosed in the Disclosure
Letter) and excepting retention of title rights and arrangements arising by operation of
Law or in the Ordinary Course of Business:
6.3.1 are legally and beneficially owned by Company;

6.3.2 are, where capable of possession, in the possession or under the control of Company;

6.3.3 are not the subject of any factoring arrangement, or conditional sale. or credit
agreement.
The Seller would not give warranty with respect to the assets of the company and
encumbrances thereon.

7. Solvency etc.

7.1.1 Company is solvent under the laws of Republic of India and is able to pay its debts as
they fall due within the meaning of applicable insolvency Laws.
7.1.2 Other than as disclosed in the Disclosure Letter, Tthere are no other ongoing
proceedings, to the best of seller’s knowledge in relation to any compromise or
 arrangement with creditors or any winding up, bankruptcy or other insolvency
proceedings concerning Company.

The Trust is siolvent under the laws of Republic of India

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8. Contracts

8.1Contracts
8.1.2 To the best of Seller’s knowledge, there are no Material Contracts relating to the
Business of Company and to which Company is a party, other than as disclosed in the
Disclosure letter. For the purposes of this Paragraph 8.1.2, the term ‘Material
Contract’ shall mean a Contract having an obligation of the Company to either pay or
receive an amount which equals or exceeds Indian Rupees Five Million (INR
5,000,000).
8.1.3 To the best of Seller’s knowledge, there are no material agreements to which
Company is a party or is bound by that: (i) grant voting rights in the Share Capital of
Company to a Person who is not a shareholder of the Company; or (ii) imposes non-
compete obligations on Company.
8.1.4 Other than in the Ordinary Course of Business, the Contracts are valid and subsisting
and will continue to be valid and subsisting as on the Closing Date.
9. Employees and Directors

9.1 Employees and Terms of Employment

9.1.1 The Disclosure Letter contains details, in relation to the Company, of:

(i) the total number of Relevant Employees; and

(ii) a summary of the key terms of the contract of employment of each grade or
category of Relevant Employee.
9.1.2 The Company has, in relation to each of its employees/workers:

(i) complied in all material respects with its obligations (as appropriate) under
applicable Laws relevant to its relations with each employee/worker or the
conditions of service of the employee/worker including those relating to
safety at work and the Company has maintained adequate and suitable records
regarding the service of each employee/worker;
(ii) discharged or adequately provided for its material obligations under
applicable Laws to pay all salaries, wages, commissions, gratuity payments,
provident fund payments, bonuses, overtime, pay, holiday pay, sick pay, leave
encashment and other benefits connected with employment up to the date of
this Agreement; and
(iii)(ii) complied in material respect with its obligations under applicable Laws
concerning the health and safety at work of each of the employees/worker and
has not incurred any liability to any employee/worker in respect of any
accident or injury, which is not fully covered by insurance.
9.2 Termination of Employment
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Other than as listed in section A of the Disclosure Letter, no Relevant Employee has
given or received notice terminating or resigning from his or her employment in the
three (3) months prior to the Execution Date
9.3 Directors

All directors of the Company have been validly appointed and all requisite filings in
this regard with the relevant regulatory authorities have been made. None of the
directors of the Company have any service agreements with the Company. No
emoluments/benefits are paid to the non-executive directors other than nominal sitting
fees. Other than as provided in the Charter Documents, the Company has not
furnished any corporate guarantees or indemnifications for or on behalf of the
directors. There are no trusts, foundations, established by the Company in which the
directors of the Company have an interest.
10. Legal Compliance

10.1 Licences and Consents

To the best of Seller’s knowledge, All material licences, consents, authorisations,

orders, warrants, confirmations, permissions, certificates, approvals, registrations and
authorities necessary for the conduct of the Business of Company as carried on as at
the Execution Date have been obtained and are in force. Formatted: Underline

10.2 Compliance with Laws

10.2.1 Other than as listed in section [●] of the Disclosure Letter, the Company has not been
intimated of any material investigation, disciplinary proceeding or enquiry by, or
order, decree, decision or judgment of, any court, tribunal, arbitrator, governmental
agency or regulatory body outstanding against Company which will materially impact
the Business of Company.
10.2.2 Other than as listed in section [●] of the Disclosure Letter, the Company has not
received any written notice during the past [●] months from any court, tribunal,
arbitrator, governmental agency or regulatory body or Person with respect to a
violation and/or failure to comply with any such applicable Law or regulation which
will materially impact the Business of Company.
10.2.3 Other than as listed in section [●] of the Disclosure Letter, the Company is in
compliance with all Laws applicable to the Company and its personnel and assets,
including all applicable anti-corruption laws. The Company runs programs to train
and ensure compliance with applicable Laws; however it does not maintain a policy
handbook in respect of compliance with anti-corruption laws and trade laws. (We
may be in violation of Anti-Corruption Laws.
10.2.4 Other than as listed in section [●] of the Disclosure Letter, no Person who owns an
interest in the Company or serves as a director or officer of the Company: (i) is
employed or acts on behalf of a Governmental Authority or similar non-Indian
governmental entity, a public international organization, a political party, or a state-
owned enterprise; or (ii) is a Person who appears on a sanctioned party list issued by
the United States of America, the European Union, the United Kingdom, Canada,
Japan, or India, or is owned or controlled by a Person who appears on such a list.
10.2.5 Other than as listed in section [●] of the Disclosure Letter, since September 30,
2007as on the Execution Date neither the Company, nor any of its directors and
officers nor to the best of the Seller’s knowledge any other Person acting on behalf of
the Company has made or
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offered or authorized the provision of any contribution, payment, gift, gratuity,

entertainment or any other item or service of any value, directly or indirectly, to any
Person who is employed or acts on behalf of a Governmental Authority or similar
non-Indian governmental entity, a public international organization, a political party,
or a state-owned enterprise for the purpose of influencing any act or decision of such
a Person or otherwise securing any improper advantage.
10.2.6 Other than as listed in section [●] of the Disclosure Letter, the Company has not: (i)
conducted or initiated any internal investigation or made a voluntary, directed, or
involuntary disclosure to any Governmental Authority or similar non-Indian
governmental entity with respect to any alleged act or omission relating to potential
non-compliance with any anti-corruption; or (ii) received any written notice, request,
or citation alleging such an act or omission.
11. Litigation

11.1 Current Proceedings

To the best of Seller’s Knowledge, Company is not involved whether as claimant or

defendant or other party in any material claim, legal action, proceeding, suit,
litigation, prosecution, investigation, enquiry, mediation or arbitration which is
material to the Business of Company, other than as listed in section A of the
Disclosure Letter,
11.2 Pending Proceedings

To the best of Seller’s Knowledge , the Company has not received any written notice
in relation to any material pending claim, legal action, proceeding, suit, litigation,
prosecution, investigation, enquiry, mediation or arbitration of material importance by
or against Company, other than as listed in section A of the Disclosure Letter,
(With respect to threatened, we only give warranty for the formal notices we
have received.)

12. Insurance

12.1 Particulars of Insurances

The summary particulars of Insurance Policies material to the business of Company

and in consistent with the industrial practice, are disclosed in the Disclosure Letter.
12.2 Details of Policies

In respect of the insurances referred to in paragraph 12.1:

12.2.1 all premiums have been duly paid to date; and

12.2.2 to the best of the Seller’s knowledge, the Company has not received any notification
that such insurances are not valid or enforceable;
13. Tax

13.1 Returns, Information and Clearances

13.1.1 All material returns and computations which are or have been required to be made or
given by Company for any Taxation purpose under applicable Law have been made
or given within the requisite periods and on a proper basis and are up-to-date.
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13.1.2 There are set out in the Disclosure Letter, with express reference to this paragraph,
details of any material Tax investigation with respect to Company being carried out
by the Indian Tax Authority.
13.2 Taxation Claims, Liabilities and Reliefs

13.2.1 To the best of the Seller’s knowledge, no material deficiencies or assessments for Tax
have been made against Company that have not been paid in full.
13.2.2 To the best of the Seller’s knowledge, Company has duly and punctually paid all
material Taxation which it has become liable to pay.
13.2.3 There has been no material claim or issue (other than a claim or issue that has been
finally settled) concerning any material liability for Taxes of the Company asserted or
raised by any taxing authority which has been received by the Company and to the
best of the Seller’s knowledge no circumstances exist to form the basis for a material
claim or issue.
13.2.4 There are no material outstanding adjustments for Tax purposes applicable to the
Company required as a result of changes in methods of accounting effected.
13.2.5 All goods, services or other inputs for which the Company has claimed any
exemption, credit, deduction or similar treatment with respect to any indirect tax have
been or are to be used for the purposes of Business of the Company and such
exemption, credit, deduction or similar treatment is a valid exemption, credit,
deduction or similar treatment available to the extent claimed.
13.2.6 All reliefs and other Tax benefits shown in the Accounts are valid and properly
claimed and are supported with adequate documentation and are available to offset
profits of the Company subject to Tax and there are no circumstances in existence,
which might cause the disallowance in whole or part of any such material relief or
material benefit.
13.3 Residence: The Company is a resident for Taxation purposes in India.

13.4 The Company has not entered into any scheme or arrangement that was designed to
wilfully avoid Taxes.
13.5 There is no: (a) pending and/or subsisting tax liability; and/or (b) pending Tax
Proceeding against the Seller that can adversely affect the transfer of the Seller Sale
Shares under Section 281 of the Income Tax Act.
13.6 Seller’s Taxes

13.6.1 The Seller is and would remain a non-resident of India under the provisions of the
Income Tax Act having no place of effective management in India and is effectively
managed in Mauritius.
13.6.2 The Seller does not have a permanent establishment or a place of business in India
under the provisions of the Income Tax Act for the entire financial year in which the
transaction is closed.
13.6.3 The Seller has obtained a Global Business License - Category 1 issued by Financial
Services Commission in Mauritius and the same is valid as on the Execution Date and
has not been revoked.

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13.6.4 The Seller is a tax resident of Mauritius holding a valid Tax Residency Certificate and
is eligible to claim the benefits of the India-Mauritius Tax Treaty.
13.6.5 The Seller holds a valid permanent account number issued by the Indian tax
authorities.
13.6.6 The main object of the Seller states that it is engaged in global business as permitted
under the (Mauritius) Financial Services Act, 2007 and (Mauritius) Companies Act,
2001 and it holds its investments as 'capital assets' as defined under the Income Tax
Act,.
13.6.7 The Seller holds the Seller Sale Shares as 'long-term capital assets' as defined under
the Income Tax Act.
13.6.8 The Seller purchased the shares of the Company in 2 tranches, the details of which are
as follows:-

Date of agreement for No. of shares Price per Total Price

acquisition / subscription of acquired / share
shares subscribed
13.09.2007 43,614,567- USD- USD Formatted: Justified, Indent: Left: 0"
0.075- 3,271,093
30.09.2007 25,000,000 INR 10 INR
250,000,000
Total 68,614,567

13.6.9 All the decision making powers of the Seller are exclusively exercised by its board
of directors in Mauritius.
13.6.10 All the directors of the Seller entity are not resident of India as per the provisions of
the Income Tax Act.
13.6.11 The books of accounts, bank account and other statutory records of the Seller are
maintained in Mauritius.
13.6.12 The gains arising from sale of Seller Sale Shares to the Purchaser are not liable to
tax in India under the Income Tax Act read with the India Mauritius Tax Treaty.
13.6.13 All rights in connection with its investment in the Company exclusively vest with
the Seller and has been exercised by it in its capacity as a shareholder.
13.6.14 There are no Tax Proceedings against the Seller under the Income Tax Act.

13.6.15 The Seller has not received any notices under Rule 2 of the Second Schedule of the
Income Tax Act.
13.6.16 There are no disputed or undisputed Tax Claims against the Seller under the Income
Tax Act.
14. Intellectual Property

The Company holds valid rights, title and interest to all Intellectual Property material
to the Business of the Company in India and jurisdictions where adequate
Trademark Protection Laws are there.
We do not give indemnity for IP litigation.
15. Related Party Transactions
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To the best of the Seller’s knowledge, all transactions entered into between the
Company and its directors, officers and Affiliates have been conducted at arms’
length as defined in the Act, have been duly and validly authorised by all necessary
corporate action and have been conducted pursuant to agreements which constitute
legal, valid and binding obligations of the Company.
16. Environment

16.1 The Company has obtained, and, to the extent applicable, has filed timely applications
to renew, all Environmental Licences (all of which are valid and subsisting) which are
required for carrying on the Business of the Company as carried on as at the
execution Date.
16.2 The Company has at all times complied, in all material respects with all applicable
Environmental Laws and with the terms and conditions of all Environmental Licences
and, to the best of the Seller’s knowledge, there are no circumstances likely to give
rise to any modification, suspension or revocation of an Environmental Licence.
16.3 To the best of the Seller’s knowledge, there are no events or conditions, that are
reasonably likely to interfere with, or otherwise materially affect the operations of the
Company or which would interfere substantially with compliance or continued
compliance with any Environmental Licences.
16.4 The execution, delivery and performance of this Agreement by the Company and the
consummation of the transactions contemplated hereby by the Company do not and
will not require any Consent of, or filing with or notification to, any Governmental
Authority pursuant to any Environmental Law.
16.5 There are no Proceedings relating to any Environmental Law pending, or, to the
knowledge of the Seller, threatened against the Company, and neither the Company
nor, to the knowledge of the Seller, any of its Assets is subject to any order, writ,
judgment, injunction, decree or award relating to any Environmental Law, other than
as disclosed in the disclosure letter.
16.6 There has been no release of any Dangerous Substance since September 30, 2007 and
to the best of the Seller’s knowledge, there has been no release of any Dangerous
Substance prior to September 30, 2007 and no Dangerous Substance is present at, on,
under or from the Terminal or any property currently or formerly owned, leased or
operated by the Company or any other location for which the Company may be liable
under any applicable Environmental Law.
16.7 The Company has not agreed to indemnify or hold harmless any other Person for any
violation of, or liability under, any Environmental Law since September 30, 2007as
onpm the Execution Date. The Company has, to the best of the Seller’s knowledge,
not agreed to indemnify or hold harmless any other Person, prior to September 30,
2007the Execution date, for any violation of, or liability under, any Environmental
Law.
16.8 The Seller has made available to the Purchaser all environmental audits, assessments,
investigations, studies and other analysis relating to the Company or any of the Assets
that are in the possession or control of the Seller or the Company or any of their
respective consultants or advisors.
17. Business with Certain Countries

17. 1 The Company : (i) does not do direct business with Iran, Sudan, Syria, Cuba, North
Korea, Crimea, or any other country or territory that is the target of comprehensive
sanctions
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imposed by the United States of America, the European Union, the United Kingdom,
Canada, Japan, or India; (ii) does not do direct business with any entity formed or
based in any of these countries or with any entity owned or controlled by the
government of any of these countries; and (iii) stores no products that were directly
sourced in, or are directly destined for export to, any of these countries and has no
existing commitment to store any such products in the future.
17.2 Except as set forth in section A of the Disclosure Letter: (i) the Company does no
business indirectly with Iran, Sudan, Syria, Cuba, North Korea, Crimea, or any other
country or territory that is the target of comprehensive sanctions imposed by the
United States of America, the European Union, the United Kingdom, Canada, Japan,
or India; (ii) the Company does not indirectly do any business with any entity formed
or based in any of these countries or with any entity owned or controlled by the
government of any of these countries; and (iii) the Company stores no products that
were indirectly sourced in, or are indirectly destined for export to, any of these
countries and has no existing commitment to store any such products in the future.
18. Information

18.1 All information in the Warranties in relation to the Company, the Business, and the
Seller contained in this Schedule 6 present a true and fair account of the information
contained in such Warranties.

SCHEDULE 7

PURCHASER WARRANTIES

1. Incorporation

The Purchaser is a corporation duly incorporated, validly existing and in good

standing under the laws of India and has all corporate powers and all material
governmental licenses, authorizations, permits, consents and approvals required to
carry on its business as now conducted.
2. Authority to enter into Agreement

2.1.1 The Purchaser has the legal right and full power and authority to enter into, deliver
and perform this Agreement and any other documents to be executed by it pursuant to
or in connection with this Agreement. This Agreement constitutes a valid and binding
agreement of the Purchaser.
2.1.2 The documents referred to in paragraph 2.1.1 will, when executed, constitute valid
and binding obligations on the Purchaser in accordance with their respective terms.
3. Authorisation

The execution, delivery and performance by the Purchaser of this Agreement and the
consummation of the transactions contemplated hereby require no material action by
or in respect of, or material filing with, any Governmental Authority.
4. Non contravention

The execution, delivery and performance by the Purchaser of this Agreement and the
consummation of the transactions contemplated hereby do not and will not:
(i) violate the memorandum of association or articles of association (or
equivalent constitutional documents) of the Purchaser,
(ii) assuming compliance with the matters referred to in paragraph 3 above,
violate any applicable Law, or
 (iii) (a) require any Consent or other action by any person under, constitute a
default, or give rise to any right of termination or acceleration of any right; or
obligation of the Purchaser under any agreement binding upon the Purchaser;
or (b) result in the creation or imposition of any material Encumbrance on any
asset of the Purchaser.
5. Purchase for Investment

The Purchaser (either alone or together with its advisors) has sufficient knowledge
and experience in financial and business matters so as to be capable of evaluating the
merits and risks of its investment in the Seller Shares.
6. Litigation

There is no action, suit, investigation or proceeding pending against, or to the

knowledge of the Purchaser threatened against or affecting, the Purchaser before any

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arbitrator or any Governmental Authority which in any manner challenges or seeks to

prevent, alter or materially delay the transactions contemplated by this Agreement.