PROJECT ASSIGNMENT AGREEMENT

THIS AGREEMENT made at Jabalpur on this 21st. day of January,

2014, Tuesday for the project .. of the in connection and in
addition to the base agreement executed in between the parties.

By and between

E&M Electrical Solutions Pvt Ltd. Is a company incorporated

under the provisions of the Companies Act, 1956, having its
Registered Office at 355 Sector 16 Pocket B Phase-II, Dwarika New
Delhi Pin-110075, and its branch Office at 308 Rajul Park view
Mandla Road Tilhari, Jabalpur, Pin-482008, represented by Mr.
Rohit Nowshri, Associate Vice President, hereinafter referred to as
the First Party which expression shall unless repugnant to the
subject or context shall mean and include its successors and
assigns of the FIRST PART.

And

M/s. Disha Electronics , is individual proprietary firm having its

Registered office at 42, DDA Local Shopping Center E-Block
Vikaspuri New Delhi Pin-110018 and Branch office 308 Rajul
Park view Mandla Road Tilhari, Jabalpur, Pin-482008, Jabalpur
represented by Mr. Ajay Sharma, is engaged in the business of
contractor ship hereinafter referred to as the Second Party
(which expression shall always include unless repugnant to the
context, its executors, administrators, successors and assigns) of
the SECOND PART.

WHEREAS both the parties have already been entered into an

agreement for Engineering Procurement Construction in Electrical
segments on and pursuant to the terms and conditions of
the base agreement instant project assignment agreement is being
executed in between the parties.

WHEREAS the first party is not empanelled in various

departments and the second party is empanelled and therefore the
second party had taken ..project in his own name at sum of
Rs .. from .. department of the .. government
 and is being forwarded to the First Party to perform and execute
the such contract @ 98% of the contract value.

WHEREAS on the aforesaid representation made by the parities,

both the Parties hereby enter into this agreement to fulfill the
desires and goals of each other on the following terms and
conditions appearing hereafter.

Now both the parties are covenant over the following terms and
conditions and have their obligations.

1. OBLIGATIONS OF THE SECOND PARTY

(a) That the Second Party being an empanelled contractor

had availed the work order/contract from the
department, the said contract has to be concluded within
period of . days/month/year.

(b) That the Second Party had handed over all the material
information, documents, drawings and manuals to the
First party to have concluded the such project
assignment.

(c) That the Second Party had appointed an employee of the

First party Mr. as a project in-charge/officer to
look after the project, and the First Party is under an
obligations to ensure the payment of his salary or
remuneration.

(d) That the Second Party shall take an amount 2% in the

shape of Fixed Deposit or Demand Deposit or any other
mode as specified by the tender issuing authorities,
towards the deposit of Earnest Money Deposit (EMD) from
the Fist Party for applying contract/LOA/ Work Order.

(e) That the, Second Party after having receipt of an amount

of 2% of the Earnest Money from the First Party shall
furnish a account payee cheque of the equal amount in
favor of First Party against the security of the said
amount.

(f) That Second Party shall deposit each and every cheque,
DD, RTGS, NEFT, SWIFT or Cash or any other mode
received against the covenant projects or contracts or
 LOA or work orders in the current No. .. of the
HDFC Bank Branch Goal Bazar Jabalpur .

(g) That the Second party is also under an obligation to

spread its guidance or suggestions to the First Party time
to time to have conclude the work up to the highest
standards and shall issue correspondence to that effect
time to time.

2. OBLIGATIONS OF THE FIRST PARTY

(a) That the First Party immediate after having receipt of the
contract or tender or work order from the Second party,
the First Party shall obtain necessary information or
guidance from the Second Party.

(b) That the First party is also under an obligation to have

collect all the requisites and information and documents
including copy of tender/work order, its performance
manual or the execution instructions issued by the
department or the standard guidelines made either by the
department or set out by the State or the Central
Government and have also entitled to take any other
documents pursuant to the said contract from the Second
party.

(c) That the First Party is under an obligation to perform in

accordance with the terms and conditions or the
directions spread by the concerned department or the
tender issuing authorities.

(d) That the First Party shall be under an obligation to

purchase the material, equipments, any other tool
required to be consumed or be fitted in the premises or
the site where work order has to be executed, at his own
cost and shall keep the receipts/bills whereof and shall
maintain it accounts.

(e) That the First Party shall be under an obligation to

arrange all necessary equipments, plants, machineries at
his own cost to conclude the work order at his own cost
and shall keep the receipts/bills whereof and shall
maintain it accounts.
 (f) The Second Party shall arrange the skilled workers or
personnel to provide the services at the demised premises
by deploying its well-trained and experienced personnel,
and shall bear their remuneration whereof.

3. BOTH THE PARTIES ARE COVENANT AND UNDER OBLIGATIONS

(a) That both the parties are covenant that there shall be a
purchased cost of the material 96% and 2% shall be cost
of labor and service.

(b) That Both the parties are covenant that the First Party
shall maintain the record of the project separately and
shall provide a proper record in requisite form to the
Second Party to submit the same before the concerned
department or contract issuing authority.

(c) That both the parties are covenant that the First Party
shall at liberty to make an expenses up to the 96% of the
contract value towards the material purchase cost and
shall maintain a record and books along with its bill and
vouchers.

(d) That both the parties are covenant that in any event of
escalation of prices either of the material or labor the both
the parties are covenant to decide the future aspects of
the purchase and shall determine the prices or the cost
whereof and shall drive themselves to have covenant
price to conclude the work orders.

(e) That both the parties are covenant that in any event if the
First Party feels that the project is putting him in loss
than Second Party shall come forward to manage the
affairs and shall share such part and contribute some
money to complete the project.

(f) That both the parties are covenant that there shall be a
profit ratio @ 70:30 the First Party who is investing huge
amount in contract therefore he is entitled to have the
profit share @ 70% and the Second Party who is simply
forwarding the such contract but not performing is
entitled to have a profit share @ 30%. It is also covenant
in between the parties that in event of occurrence of the
loss same shall also be born at the same ratio.
(g) That both the parties are covenant that the Fist Party who
is investing a huge amount over the projects and
therefore they are investing huge capitals which is not
fruitful otherwise and therefore the Second Party is
covenant that the First Party shall be under an obligation
to charge an interest @ 10 % or as prevailing in the
banking sector over the such capital and the such
interest be debited as an expenses in the books.

(h) That both the parties are covenant that the First Party
shall maintain a ledger book and income and expenditure
accounts of the each every project and shall expunged all
the expenses including purchase, labor, interest, taxes, or
any other incidental expenses in the book and after
deduction of all these expenses the profit shall be drive
and same shall be payable to the each party and
accordance with their share profit ratio.

(i) That both the parties are covenant that the First Party
shall pay all applicable taxes by his own accord and shall
clarify to the Second Party and after mentioning the same
the Second Party shall pay all applicable taxes by his own
accord after making proper adjustments of the taxes paid
by the First Party.

(j) That both the parties are covenant that the First Party
shall opened a joint account in HDFC Bank Branch Goal
Bazar Jabalpur which has to be operated by a single
signature of the authorized Signatory Mr. Rohit Nowshri
the Associate Vise President of the First Party.

(k) That both the parties are covenant that Second Party
shall deposit each and every cheque, DD, RTGS, NEFT,
SWIFT or Cash or any other mode received against the
covenant projects or contracts or LOA or work orders in
the current No. .. of the HDFC Bank Branch
Goal Bazar Jabalpur .

(l) That both the parties are covenant that every EMD or
PBG or any other deposit has to be made through the
current No. .. of the HDFC Bank Branch Goal
Bazar Jabalpur and any reversal or return of any amount
also be deposited in the said account.
(m) That both the parties are covenant that amount which
has been deposited towards the EMD or PBG or any other
deposit shall be adjusted towards the profit share of the
Second party after completion of the work order or
contract and the Second Party prior to the completion of
the work order or contract shall not withheld any amount
of the contract and shall not demand any amount
towards the profit share of his part. It is quite covenant in
between that profit shall be calculate only at the end or
completion of the project.

(n) That both the parties are covenant that in any event of
inordinate delayed in payments by the concerned
department or the tender issuing authorities after
completion of work the second party shall arrange the
such balance payments and ensure the payments
whereof to the First Party and shall clear the its
obligations.

(o) That both the parties are covenant that the instant
agreement shall be continued until the final completion of
the work and payment whereof and it is also covenant in
between the parties that in any event the base agreement
not been continued or been terminated or have lost its
effect shall not affect the existence of instant agreement
and it assignment and non of the party shall escape from
their obligations under this project agreement.

(p) That it is also covenant in between the parties that the

Second party shall be at under an obligation to pass on or
deliver the entire amount of the instant project as
covenanted @ 98% in favor of the First party under in the
accounts No. of the HDFC Bank Gole Bazar
Branch Jabalpur immediate the receipt of the said
amount within the 7 days failing which it shall presumed
that the Second Party is not fair and therefore the penal
interest is charged equal to 3% per month till the
realization of the amount

(q) That both the parties are covenant that the Second Party
shall raise the bills and shall deposit all payments of the
 each and every project in the current No. .. of the
HDFC Bank Branch Goal Bazar Jabalpur.

(r) That both the parties are covenant that the First Party
shall decide the modus operandi as to engage
men/machines by it for rendering proper and efficient
services and to conform to its prescribed standard of
hygiene.

(s) That it is covenant In between the parties that the

technical support and information been spread by the
Second Party shall be a guidance for which the Second
party shall not be at liberty charge any amount the such
support shall always be obligatory.

4. STATUTORY COMPLIANCES

(a) Second Party shall obtain all registration(s) permission(s)/

license (s) / approvals etc. which are/may be required
under any labour or other legislation(s) for providing the
services under this Agreement.

(b) It shall be the Second Partys responsibility to ensure

compliance of all the Central and State Government Rules
and Regulations with regard to the provisions of the
services under this Agreement. The Second Party
indemnifies and shall always keep First Party indemnified
against all losses, damages, claims actions taken against
First Party by any Authority/office in this regard.

(c) The Second Party undertakes to comply with the

applicable provisions of all welfare legislations and more
particularly with the Contract Labour (Regulation and
Abolition) Act, 1970, if applicable, for carrying out the
purpose of this Agreement. The Second Party shall further
observe and comply with all Government laws concerning
employment of staff employed by the Second Party and
shall duly pay all sums of money to such staff as may be
required to be paid under such laws. It is expressly
understood that the Second Party is fully responsible to
ascertain and understand the applicability of various
Acts, and take necessary action to comply with the
requirements of law.
5. INDEMNIFICATION

(a) The Second Party shall indemnify the First Party from all
consequences and losses occurred and suffered due to
any unforeseen reason what so ever it may be against the
assignment which is not the part of an obligation of the
First Party and the First Party shall indemnify the Second
Party vice-versa.

(b) That the Second Party shall not be at liberty withheld the
payment of the contract or project due to any reason
which is beyond the capabilities of the First Party and the
Second Party shall indemnify the first party from all the
way as if the work or assignment of the project been
completed in accordance with the directions and
approvals of the Second Party.

(c) That the First party is under an obligation to ensure the

defect liability of the project or the project material or
assignment in accordance with the LOA or The project
contract terms and conditions and the First party shall be
indemnify from any objection or defect liability after the
said covenant and specified period

(d) That the Second Party shall at all times indemnify and
keep indemnified the First Party against any claim by any
third party for any injury, damage to the property or
person of the third party or for any other claims
whatsoever for any acts of commission or omission of its
employees or personnel during the hours of providing the
services at the First Partys premises or before and after
that.

6. LIABILITIES AND REMEDIES

In the event of failure of the First Party to provide the

services or part thereof as mentioned in the Agreement for
any reasons whatsoever, the Second Party shall be
entitled to procure services from other sources and the
Second Party shall be at liberty to pay the such cost and
the Second Party shall pay the difference of payments
made to such other sources

7. TERM
 This Agreement shall be effective from the date of
commencement/award of contract/project till the
completion and the final payment of the work order or
project to the First Party.

8. TERMINATION

(a) Either party can terminate this agreement by giving one

months written notice to the other with assigning any
justified reason and without payment of any
compensation thereof .

(b) Either of the party shall issue a notice on the address

shown by the parties in the agreement and it shall be
sufficient to presume the service of the said notice been
effected if the said notice had been dispatched through
registered post acknowledgment due and speed post by
producing the receipt of the postal dispatch.

(c) That any of the Party commits breach of any covenant

condition or any clause of this agreement, may send a
written notice to Second Party to rectify such breach
within the time limit specified in such notice. In the event
any of the Party fails to rectify such breach within the
stipulated the agreement shall forthwith stand terminated
and the defaulting Party shall be liable to compensate to
other party for losses or damages on account of such
breach.

(d) That in event of any confusion or misinterpretation of any

clause of this agreement in terms and conditions of the
base agreement dated have over riding effect and
its terms and conditions shall be considered at all point of
time even otherwise the said base agreement may or may
not in existence or been terminated.

9. SERVICE OF NOTICES

Any notice or other communication required or permitted

to be given between the parties under this agreement
shall be given in writing at the following address or such
other addresses as may be intimated from time to time in
writing.
 First Party E&M Electrical Solutions Pvt Ltd. having its
Registered Office at 355 Sector 16 Pocket B Phase-II,
Dwarika New Delhi Pin-110075, and its branch Office at
308 Rajul Park view Mandla Road Tilhari, Jabalpur, Pin-
482008, represented by Mr. Rohit Nowshri, Associate
Vice President,

Second Party M/s. Disha Electronics having its

Registered office at 42, DDA Local Shopping Center E-
Block Vikaspuri New Delhi Pin-110018 and Branch office
308 Rajul Park view Mandla Road Tilhari, Jabalpur, Pin-
482008, Jabalpur represented by Mr. Ajay Sharma,

10. ENTIRE AGREEMENT

This Agreement represents and made only for the project

specified and shall not supersedes the base agreement or
any of its modifications and the base agreement have
always over riding effects over the instant project
agreement.

11. FORCE MAJEURE

Neither party shall be in default if a failure to perform

any obligation hereunder is caused solely by supervening
conditions beyond that partys reasonable control,
including acts of God, civil commotion, strikes, acts of
terrorism, labour disputes and governmental or public
authorities demands or requirements.

12. DISPUTE RESOLUTION

That in the event of any dispute related to the agreement

or its conditions or its subject matter or interpretation or
rights or liabilities arising out of this Agreement, the
same shall, at first instance, be amicably settled between
the parties. And in any event if the such issued are not
been settled amicably than the same shall be referred to
the sole Arbitrator appointed by the First party and the
Second Party shall not be at liberty to object the such
appointment for any reason what so ever it may be.

The sole Arbitrator shall fix the hearing and decide the
disputed issue or issues and its order or award shall be
 biding over the parties. In any event of any unforeseen
reasons if the sole Arbitrator relinquished the world or
fails to decide the issue or he refuses to continue the
said proceedings during the continuance or pending
Arbitration proceedings than the First party shall again
appoint a sole Arbitrator who shall continue the said
pending proceedings. It is made clear in between the
parties that they shall not object to continue the said
proceedings and shall not forced either to the Arbitrator
or each other to commence the arbitration proceeding
afresh.

13. GOVERNING LAW/JURISDICTION

The applicable law governing this Agreement shall be the

laws of India and the courts of Jabalpur shall have the
exclusive jurisdiction to try any dispute with respect to
this Agreement.

In witness whereof the first party and the second party above said have
hereunto subscribed their hands on the day month and year first
mentioned above in the presence of the following witnesses:

SIGNED, SEALED AND DELIVERED

FOR FIRST PARTY

E&M Electrical Solutions Pvt Ltd

FOR SECOND PARTY

M/s. Disha Electronics

WITNESS: 1.

2.