COUNTER GUARANTEE

(To be stamped as an Agreement)

THIS DEED OF COUNTER GUARANTEE is made and executed at _____________on this

____________day of ___________ 20__ by

Deutsche Bank AG, India, a banking company incorporated and existing under the laws
of Federal Republic of Germany with its registered office in Taunusanlage 12, D-60325
Frankfurt, and acting through one of its branch office situated at HT House, 18-20 K G
Marg, New Delhi-110001; represented herein by its ___________. hereinafter called the
'GUARANTOR’ and shall include its successors and assigns

IN FAVOUR OF

Bank of India, a banking company incorporated under the Companies Act, 1956, having
its registered office at __________________________________________________ branches inter
alia, one at __________, and hereinafter called the 'THE BANK' and shall include its
successors and assigns.

1. WHEREAS Kricom Metal Castings Pvt Ltd having its registered office at AK-97,
Shalimar Bagh, New delgi-110088 hereinafter called 'THE BORROWER' had
availed fund based and non-fund based credit facilities from the Bank and out of
the credit facilities availed by the Borrower as on _______________, the Borrower is
due to pay to the Bank as per particulars given in Schedule-1 hereto.

2. AND WHEREAS the Borrower approached the Guarantor to grant financial

accommodation under various kinds of facilities and the Guarantor has
sanctioned the credit facilities and has agreed to take over all the liabilities of the
Borrower from the Bank.

3. AND WHEREAS accordingly, the Guarantor has taken over the non-fund based
liabilities of the Borrower to the Bank as on ________ on account of various Bank
Guarantees issued by the Bank, the particulars whereof are furnished in
Scheduled-I hereto.

4. AND WHEREAS the credit facilities granted by the Bank to the Borrower have
been secured by ______ and whereas at the request of the Borrower in
consideration of the Guarantor taking over the liabilities of the Borrower to the
Bank, the Bank has agreed to release its charge so as to enable the Borrower to
create first charge in favour of the Guarantor, provided the Guarantor guarantees
the payment of the amount that may become payable to the Bank by the Borrower
pursuant to the aforesaid liabilities.

5. AND WHEREAS the guarantor in consideration of Bank's releasing its charge over
the security created by the Borrower has agreed to guarantee the payment of the
amounts due to the Bank by the Borrower on account of various liabilities
mentioned in Schedule-I and counter guaranteed by the Borrower in favour of the
Bank.

NOW THIS DEED OF COUNTER GUARANTEE WITNESSTH AS FOLLOWS:

a The Guarantor guarantees and undertakes to make payment of any amounts that
may become due to the Bank from the Borrower under the various liabilities as a
consequence of the invocation of the Bank Guarantees as particularised in Schedule-
I hereto.
b It shall be open to the Bank to call upon the Guarantor to make payment as and
when the amounts become due and payable to the Bank under the liabilities
particularised in Schedule-I.

c It is specifically agreed that the Guarantor is jointly and severally liable to pay the
amount that may become due to the Bank on account of the liabilities as prescribed
in Schedule – I hereto by the Borrower and the Guarantor shall not be entitled to
raise any dispute regarding the amount payable/ to be paid to the Bank by the
Borrower.

d The Guarantor shall be bound to pay to the Bank immediately on demand, in writing,
and without demur or protest, the amount demanded of the guarantor in respect of
each and every liability particularised in Schedule – I to the Bank, notwithstanding
any dispute raised or pending before any court, tribunal/ forum in respect of the
liabilities particularised in Schedule I.

e It shall be open to the Bank to make demand separately on the Guarantor with
reference to each and every liability of the Borrower particularised in Schedule –
I to the Bank. It shall not be necessary for the Bank to demand from the Borrower or
to proceed against the Borrower for the realisation of the various amounts that may
become due and payable to the Bank pursuant to the liabilities particularised in
Schedule – I. The demands made in writing by the Bank on the Guarantor shall be
conclusive and binding on the Guarantor in all respects.

f The Guarantor further agrees that the Guarantor shall not be discharged from its
liability under the Counter Guarantee by the Bank releasing the Borrower or by any
act or omission of the Bank, the legal consequences of which may be to discharge the
Borrower or any act of the Bank which would, but for this present provision, be
inconsistent with the Guarantor's right under the provisions of Contract Act or by
Bank's omission to do any act, which but for the present provision, the Bank's duty
to the guarantor would have required the Bank to do so. The Guarantor further
agrees that even if the Borrower be wound up through Court or otherwise or any
winding up proceedings were to be filed against the Borrower or enter into any
arrangements or make any composition with its Creditors, the liability of the
Guarantor under this Counter Guarantee shall not be affected and the Guarantor
shall continue to be liable to the Bank for the payment of the amounts guaranteed
hereunder.

g The Guarantor undertakes not to revoke this guarantee except with the previous
consent of the Bank in writing and this guarantee shall continue to be in full force
till, such time the Bank is completely discharged from its responsibilities under the
liabilities particularised in Schedule I hereto.

h This counter guarantee shall not be affected by any change in the constitution of the
Guarantor or the Bank or of the Borrower or the beneficiary(s).

i This Counter Guarantee shall be in force till <expiry date>.

Notwithstanding anything herein contained above including what is stated in clauses

thereof, the liability of the Guarantor under this guarantee is limited to <guarantee
amount> and shall be valid up to <expiry date>. Unless a demand or claim under this
guarantee is lodged with us in writing at Mumbai on or before <claim expiry date> all
your rights under this guarantee shall be forfeited and we shall be relieved and
discharged from all liabilities hereunder whether or not this document shall have been
returned back to us.
 SCHEDULE-I
(Particulars of liabilities of the Borrower to the Bank)

(Particulars of liabilities of the Borrower to the Bank)

Cur- O/S
Reference No. Beneficiary Date Amount Due date
rency Amount
The FA & CAO,
Northern Rail-
04.02.201 20,00,000/ 07.04.202 20,00,000/
6031IPEBG160002 way, Baroda Rupees
6 - 8 -
House, New
Delhi
The FA & CAO,
Northern Rail-
05.06.201 10,00,000/ 14.05.202 10,00,000/
6031IPEBG180063 way, Baroda Rupees
8 - 8 -
House, New
Delhi
The FA & CAO,
West Central 20.09.202 14.09.202
6031IPEBG210050 Rupees 7,14,730/- 7,14,730/-
Railway, Ja- 1 2
balpur
The FA & CAO,
West Central 20.09.202 14.09.202
6031IPEBG210051 Rupees 7,14,730/- 7,14,730/-
Railway, Ja- 1 2
balpur

IN WITNESS WHEREOF the Guarantor above named has affixed its signature on
the day month and year above mentioned.

GUARANTOR