Draft( M.O.

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Engagement Agreement for Facilitator services-- sale of Industrial land (13 acres 9gunts) at
Govardhanagiri village,Raghunathpally Mandal,Jangaon District, T.S. 506301 .

This Engagement Agreement Facilitator for sale of Industrial land and other Services is entered into

on --------------------- between the parties and on the terms and conditions mentioned herein under:

First Party Name: -

Mr. Manmohan Sahu s/o Late Raghunath Sahu
LANE NO.18 welfare association, SR Nagar, Hyderabad-500038.
R/o: 130/B, Sai Ram Plaza,Mobile No. 7032700242
(Hereinafter referred to as First Party)

Second Party 1. M/s. Agroprocess Engineers Private Limited

Registered office: #18-97 / G- 13, Rajanigandha Apartments,

Chaitanyapuri, Hyderabad-500036.

2. Mr. Jaldu Ananda Mohana Rao s/o Late J.V.S. Murthy

R/o: H. No.16-11-310/2/3, Flat No.203, Vijetha Intl Plaza,

Moosarambagh, Hyderabad - 500 036,

( D I N : 00394197, Aadhaar No.8408 6921 9920, PAN:ACZPJ1539L).

Mobile No.94408 07363.

3. Mr. Vedantham Ananth Yoga Srinivas S/ o Late V. V. Chalapathi,

R/o: H. No.16-11-511/D/414/2, Shalivahana Nagar, Near Park,

Moosarambagh, Hyderabad - 50 036,

(DIN :00394452 Aadhaar No.4189 4247 0764, PAN: ABKPV4604Q).

Mobile No. 94408 07369.

4. Mr. Sudhakar Dasari S/o Late DV. Narayana,

R/o: H. No.2-17-60/1, Plot No,36/P, Bank colony, Uppal,

Hyderabad - 500 039, (DIN: 00394335, Aadhaar No.8261 5219 0228, PAN :
1
ACNPD7886J). Mobile No.9440807360.
Transaction The “Second Party” has represented to the “First Party”;
Description
1) That it was engaged in the business of Delinting and crushing of cotton
seeds to produce cotton seed oil, de-oiled cake and cotton linters along with
hull & liquid soap as products now process of manufacture oil Technology
Engineering equipment’s .
2) That for purpose of this assignment is to sale of industrial site situated at
Medikonda Road, Govardangairi village, Raghunathapally Mandal, Jalgaon
District, Telangana---506301, Survey Nos.232,233, &234 /A admeasuring 13
acres ,9 Guntas includes bult-up area 1.15 lakhs Sq. Feet. The Agreement is
on best effort basis and there is no liability on part of First party AND its
associates.

Mandate These amounts may be modified based on the prevailing circumstances, feedback
from potential buyers/s / agents/s / Associates/s (hereinafter collectively referred to
as “buyer/s”) with mutual consent of First Party& Second Party.

Mandate This Mandate Letter / Engagement Agreement is valid for a period of 90 Working
Duration Days (Banks& FI’s Working Days Counts Only) from the date of signing and shall
effectively become null and void on the expiry of this validity period.
Our representation of M/s. Agro process Engineers Private Limited AND its Associates
Directors’ parties to the sale deed, shall continue beyond the initial term, if mutually
agreed to by the parties to this Agreement, viz. CMA Manmohan Sahu Facilitator,
during the course of the assignment.

Moreover, M/s. Agro process Engineers Private Limited AND its Associate
Directors parties to the sale deed would be responsible to pay the same fees -2%
on sale value in the event of directly approaching the same buyers(s) (or vice
versa), with whom –Manmohan sahu (Facilitator) has initiated and progressed any
negotiations during the course of this assignment. In that respect, M/s. Agro
process Engineers Private Limited AND its Associate Directors parties to the
sale deed shall keep Mr.Manmohan Sahu fully aware of the developments taking
place with any such prospective buyer(s).

Best Efforts It is clearly understood and agreed by the Second Party that the role of the First
Basis Party is just a Facilitator in nature and this engagement letter is on best efforts basis
by the First Party. There shall not be any liability whatsoever either financial or civil
2 or criminal on the part of the First Party, its Proprietor, employees and agents, etc.
due to non- completion and / or delay in completion of the transaction due to any
reason whatsoever.
Confidential The Receiving Party shall use the Confidential Information only for the purpose of
Information the

scope intended in this Agreement and not for any other purpose whatsoever.

Both parties agree that Confidential Information shall not be disclosed to any third
parties unless otherwise agreed in writing. The Confidential Information includes any
documents, information, knowledge or interpretation of whatsoever nature and in
whatsoever form, including all data derived there from and all evaluation material
disclosed orally or written by either party and is designated as "Confidential",
"Restricted", "Secret", or any other similar term. Neither Party may use any part of
the Confidential Information for any purpose except as means of evaluation
contemplated hereby.
In addition, the receiving party shall return to the disclosing party all tangible
information disclosed to it hereunder including but not limited to A) documents and
all other tangible manifestations of the proprietary information received by it pursuant
to this Agreement. B) Destroy all copies of any analyses, compilations, studies or
other documents prepared by it for internal use which reflects, refers to or relates to
the proprietary information, within fifteen (15) working days of the termination of this
Agreement or written request as the case may be.

Limitation on The disclosure obligations of both parties as specified in this Agreement shall not
Disclosure apply, and either party shall have no further obligations, with respect to any
Obligations: Confidential Information to the extent that such Confidential Information:
i. Is generally known to the public at the time of disclosure or becomes generally
known through no act on the part of the disclosing party;
ii. ls in a third party's possession at the time of disclosure otherwise than as a
result of the breach of any legal obligation;
iii. Becomes known to a third party through disclosure by sources other than the
party having the legal right to disclose such Confidential Information;
iv. ls independently developed by either party without reference to or reliance upon
the Confidential information;
v. Is obligated to be disclosed pursuant to applicable law, regulation, rule or legal
process.
vi. ls released from the provisions of this Agreement by the written authorization of
the disclosing party.

Scope of Work The scope of work will be focused on sale of above-mentioned Industrial property
through different resources (and/or otherwise) for Second Party, by identifying
appropriate buyers /solutions for sale.

Preparation of Information Memorandum shall have to be prepared for sale of property. The
Information Information Memorandum shall emphasize more on the identification submission of
Memorandum required information required to the prospective buyer, performance of Second
Party, the management capabilities, its abilities and skills and document sl no - 2 its
status in the industry. This Information Memorandum, however, shall furnish only
3 basic and preliminary information of the proposed project(s) / assignment(s) and its
long-term sustainability. More detailed information’s prepared by 3 rd parties may be
required, if required by the buyer/s at the cost of the second party. The Second
Party shall be responsible in making available all necessary information and
 documents expeditiously to the First Party and / or to the prospective buyer/s.

Design This will include but not restricted to advice on the process to be followed to arrive
appropriate at the structure and terms of buyer/s process introduced and sourced by First Party
process of the and provide Second Party with analysis and advice as to the financial implications of
transaction any such offer.

Negotiating The First Party shall also assist in discussions with the Potential buyer/s in
and concluding structuring, negotiating and affecting the proposed strategy on mutually agreeable
the mandate terms & conditions. This will include:
with counter-
parties i. assist with and advise on, in conjunction with the Second Party's other
advisors, negotiations in respect of the Transaction with any Potential
buyer/s introduced and sourced by First Party; and/or
ii. assist in the management and co-ordination of the work-stream relating to
Potential buyer/s within a broader process to meet the timetable agreed
between First Party and Second Party's team; and/or
iii. as appropriate, assist in co-coordinating the production of any
announcements, circulars or other documents necessary to implement the
Transaction with Potential buyer/s introduced by First Party;
Based on facts and circumstances prevailing at any time in future, any of the above
acts and/or scope of work may be redundant and/or not required and as such non-
performance of these shall not invalidate First Party’s performance for whatsoever
reasons for purpose of this agreement.
Appointment of In case any of the experts to be appointed for any of the expert services, like, Legal
Experts Advisor(s) / Solicitor(s) / Advocate(s) / Valuer (s), Surveyor(s), Consultant(s) etc., the same
shall be appointed by Mr.-Manmohan sahu Facilitator in consultation with the COMPANY
at such remuneration and / or compensation as may be reasonable, agreeable and
approved by the company. The COMPANY shall make payments of fee, if any, to such
expert(s), directly.

Professional Our fees would be as follows:

Fees:
Amount INR Timeline of Payment of Fees
For CONFIRMING THE SALE IMIDIATELY on confirmation of sale
Fee of 6% on sale value of the or execution of sale deed or receipt
properties. of any part of sale consideration.

All travelling expenses and miscellaneous expenses, at actual shall be Born by the
Directors. These expenses are apart from the Professional Fees.
4
Note: All Payments should be secured by PDC (Post Dated Cheques).
Continuation of Irrespective of the advisory period defined above, this mandate and arrangement
Advisory there under between First Party and Second Party shall deem to continue
Period: uninterrupted in case representations to Client/s buyer /s (identified by First Party
and/or otherwise) made during the advisory period, as defined above, are in
progress. Accordingly for all practical purposes the advisory period will then include
such extended advisory period as well.

Construction Unless a contrary indication appears, any reference in this mandate letter to,
i. including shall be construed as “including without limitation” (and
cognate expressions shall be construed similarly);
ii. the term person and/or company includes any individual, firm, company,
corporation, government, state or agency of a state or any association,
trust, joint venture, consortium or partnership (whether or not having
separate legal personality) or two or more of the foregoing;
iii. the singular includes plural and vice versa; Paragraph, Section, Clause
and Schedule headings are for ease of reference only;

Information Second Party agrees that First Party is entitled to rely exclusively upon all reports
Validity and and information supplied to it by or on behalf of the Second Party (whether written
Reliance or oral) and First Party shall not in any respect be responsible for the accuracy or
completeness of any such report/s or information/s or have an obligation to verify
the same.

As a condition to First Party’s obligation to provide services hereunder, Second Party

represents, warrants and covenants to First Party that none of the information
furnished to First Party by Second Party or contained in Second Party's filings under
any regulatory jurisdiction shall include any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not misleading. First Party
shall carry out the due diligence exercise based on the information / documents /
papers /agreements / MOUs etc. made available to officials of First Party.

Extension / The arrangement hereof between First Party and Second Party (advisory period)
Termination / may be extended or terminated by mutual consent alone, which shall be expressed
Force Majeure: and in writing, between First Party and Second Party. On such extension, all the
terms and conditions of this arrangement vide this letter shall continue to apply
between parties hereto for such extended period as is agreed between the parties
hereof. Upon such termination, this agreement shall have no further force or effect
except that (i) the non-refundable drop in fee paid by the Second Party shall be
retained by the First Party and also the drop dead fees in lieu of success fee as
agreed herein shall be paid by the Second Party to the First Party (ii) any out-of-
pocket expenses incurred by First Party prior to the date of termination which are
required to be reimbursed hereunder shall be paid or reimbursed in accordance with
the terms of this agreement; (iii) the confidentiality provisions of this agreement
shall continue to apply for a period of twelve months following such termination
(duration of the Confidentiality Agreement as set forth in and (iv) the indemnity,
contribution and other provisions as contained herein shall continue to apply
notwithstanding termination or the ending of the Advisory Period.
5
Further this offer and the acceptance thereof can be unilaterally terminated by First
Party on breach of any or all of the terms and conditions stated herein by Second
Party without prejudice to First Party’s right to claim any damages, expenses, which
 may arise on account of such termination.
Notwithstanding anything contained herein, First Party shall have the right to
terminate this offer letter and acceptance thereof under any or all of the following
circumstances:

i. Declaration of war or occurrence of insurrection or civil commotion or natural

calamity like earthquake, cyclone / hurricane, flooding or other serious or
sustained financial or political or industrial emergency or disturbance
affecting global & and/or financial markets of destination/origin (of purported
investment);
ii. Winding up action has been initiated against the Second Party.
iii. Any of the Directors of the Second Party becomes disqualified or insolvency
proceedings started against him.
iv. The Second Party became sick as per the provision of Sick Industrial
Companies (Special Provisions) Act, 1985.
v. The First Party is not responsible any Assets sold by Bank under
Securitisation And Reconstruction of Financial Assets And Enforcement of
Security Interest Act 2002( Hereinafter Called “ ACT”)

Indemnity: The Second Party shall indemnify the First Party and its proprietor, officers and
employees, and any or all the external agencies appointed by the First Party, from
and against any and all losses, claims, damages and liabilities, joint or several, to
which they may become subject to under any applicable law, or otherwise related to
or arising out of any transaction contemplated by this assignment, and will reimburse
all expenses (including agents/brokers fees/ expenses) incurred in connection with
the investigation of, preparation for or defence of any action or proceeding arising
there from, whether or not the First Party or its proprietor, officers or employees is a
party. However, the indemnity does not apply to any Loss in respect of any matters,
which are finally determined to have resulted from the First Party’s negligent,
wrongful or wilful acts or omissions.

Communication First Party will be informed of any meeting and will be part of all principle-to-principal
: discussions. All communication between principles will be with copies to First Party. Any
communication written or oral, between any other key parties will also be advised to First
Party.

Jurisdiction: This Engagement Agreement shall be governed and construed in accordance with
the laws of the India, as applied by the Indian judiciary and the Courts at
HYDERABD have exclusive jurisdiction.

Agreement of No waiver, amendment or other modification of this Engagement Letter shall be

Terms: effective unless in writing and signed by each party to be bound thereby.

6
IN WITNESS WHEREOF, the Parties hereto have executed this Engagement Agreement for
sale

of industrial properties as Facilitation Services as of the date first above written.

SIGNED BY: The “First Party” SIGNED BY: The “Second Party”

For Facilitator: ----

Mr. Manmohan Sahu s/o Late SRI. Jaldu Ananda Mohana Rao --------------------------------
Raghunath Sahu Designation: DIRECTOR M/s. For Agroprocess Engineers
R/o: 130/B, Sai Ram Plaza, Private Limited Registered office: #18-97 / G- 13, Rajanigandha
Lane No.18 Welfare Association, SR Nagar, Apartments, Chaitanyapuri, Hyderabad-500036.
Hyderabad-500038

Name : ----------------------------
Designation: Practicing Financial
professional.

Witness (1) Mr. Jaldu Ananda Mohana Rao S/O Late J.V.S. Murthy
R/o: H. No.16-11-310/2/3, Flat No.203, Vijetha Intl Plaza,

Moosarambagh, Hyderabad - 500 036,

( D I N : 00394197, Aadhaar No.8408 6921 9920, PAN:ACZPJ1539L).

Mobile No.94408 07363.

2.Name: Mr. Vedantham Ananth Yoga Srinivas S/ o Late V. V. Chalapathi,

R/o: H. No.16-11-511/D/414/2, Shalivahana Nagar, Near Park,

Moosarambagh, Hyderabad - 50 036,

(DIN :00394452 Aadhaar No.4189 4247 0764, PAN: ABKPV4604Q).

7 Mobile No. 94408 07369. Signature: _________________

 3.Witness-- Mr. Sudhakar Dasari S/o Late DV. Narayana,
R/o: H. No.2-17-60/1, Plot No,36/P, Bank colony, Uppal,

Hyderabad - 500 039,

(DIN: 00394335, Aadhaar No.8261 5219 0228, PAN : ACNPD7886J). Mobile No.9440807360.

Signature: _________________