To Be Printed on INR 300 Stamp Paper

To be printed on INR 300 stamp paper

TERMS AND CONDITION FOR CHEQUE COLLECTIONS SERVICES

The Manager

DBS Bank

Dear Sir,

Re: Terms and Condition for Collection Services

We hereby accept your offer for the collection services (the “Collection Services”) of DBS Bank (the “DBS”) as set out in your letter (the “Offer Letter”), which include collection of funds, and funds transfer and which will be available to us interalia in the manner and subject to the terms and conditions set out hereunder.

1. These Collection Services shall cover instruments (cheques / demand drafts / pay orders) favouring us / our company / firms and marked “A/c Payee only”, that are:

(a) Locally payable at specified DBS branch locations

(b) Locally payable at other specified locations

(d) Outstation instruments payable at all locations other than (a), (b) and (c) above.

2. Our current account maintained with DBS shall be the account (the “Concentration Account”) where the credits pertaining to these instruments would need to be made. Any change in the account by us shall be communicated by us to DBS in writing. DBS will credit the Concentration Account for the proceeds of all the instruments deposited by us with it (net of any returns received) and DBS shall not be required to check the authenticity, correctness or completeness of the instrument deposited, before such credit or sending the instruments for clearing.

3. Until these instruments are deposited with DBS / their correspondent bank(s) and acknowledged as being received by an authorized signatory/ teller of DBS/ their correspondent bank(s) at the designated branch, the same shall be our sole and absolute responsibility.

4. In consideration of the provision of Collection Services, DBS shall be entitled to debit the Concentration Account with such charges (the “Collection Service Charges”) and interest on the amount of the respective instruments at such rates as may be fixed by DBS from time to time, which shall be payable by me/us from the date on which the Concentration Account has been credited with the amount of the instrument and till the date of actual realization of the amount of the respective instrument by DBS, irrespective of the Concentration Account having a credit balance following credit of such instrument. The Collection Service Charges and interest shall be debited to the Concentration Account, at such time or times, as deemed fit by you and the cheque returns received subsequent to the credit will also be debited to the Concentration Account and such debits may result in the Concentration Account being overdrawn and/or have a negative balance.

5. We hereby agree that if we fail to liquidate the overdraft which may be occasioned, as aforesaid, the following day after it occurs, DBS shall, notwithstanding anything to the contrary contained in any other documents that may have been executed between us and DBS for any purpose whatsoever or any other understanding or in any law, have the right to setoff and appropriate the liability against or out of any other account/funds belonging to us including the amount of any further cheques or drafts which may be deposited by us with DBS or their correspondent bank(s) or at any of their branches (the “Set-off Right”) under the terms of this instrument or otherwise however and or otherwise recover from us.

6. We further agree that DBS’s obligations for provision of the Collection Services will be subject to any occurrence resulting in prevention from or delay or interruption in performing its obligation if such prevention, delay or interruption is due to factors including but not limited to civil commotion, sabotage, lockout, strike or other labor disturbances of any kind or of the clearance of cheques or drafts, accident, fires, flood, explosion, epidemic, damage to DBS’ facilities or of the representative/ correspondent bank(s)/courier/third party, absence of the usual means of communication or all/any type(s) of transportation, or any other cause, whether of the same or of a different nature, unavoidable or beyond the control of DBS and DBS shall not be deemed to be in default so long as any such cause or the effect thereof persists and during a reasonable period thereafter.

7. We hereby unconditionally and irrevocably authorize DBS Bank to reverse any credit entry together with the Collection Service Charges and interest in our account or any other bank account or paid to us, in the event of non-realization of instruments, DBS Bank shall be entitled to debit the account or any other bank account with the amount of credit given to us together with the Collection Service Charges and interest. Where the amount in the account is insufficient to cover the amount of such instruments together with the Collection Service Charges and interest, then DBS Bank shall be entitled to recover the same from us in any manner as it may deem fit including but not limited to exercise of Set-off Right by DBS as provided in above and we undertake to pay the same forthwith on receipt of demand by DBS Bank, failing which we shall be liable to pay interest at the rate as may be stipulated by DBS Bank in addition to the Collection Service Charges and interest, retrospectively from the date of credit till the actual realization by DBS.

8. We unconditionally agree to the charges, terms and conditions contained in the Offer Letter and understand that the credit to us would be made after considering the intervening bank holidays after deposit of instrument.

9. Addition of locations and changes in pricing may be done by simple exchange of letter between us and DBS and all the terms and conditions specified hereunder shall be applicable to these additions/ changes.

10. The entries in DBS’s books kept in the ordinary course of business with regards to the Collections Service and matters therein appearing shall be binding on us.

11. It is agreed that in the event the amount of the instrument has not been realized by DBS for any reason whatsoever within 30 (thirty) days from the date on which the credit is provided to us or cheques/drafts are lost in transit, then DBS shall debit us for the same together with the Collection Service Charges and interest (if not done already) if the credit has already been provided to us, and DBS statement intimating the non payment of the instrument(s) shall be final and binding on us. We understand that DBS will assist in tracing the cheques and/ or certify the loss though DBS will not be liable for loss/damages in any way.

12. We further agree that the Collection Services may be provided by DBS through a representative/correspondent bank(s), courier/third party. We further agree that any arrangements made by DBS to facilitate the quick movement of instruments would be acceptable to us and that we agree to the operational procedure as advised/may be advised by DBS. We authorize DBS to appoint these agents at DBS sole discretion and without our prior or post approval or knowledge.

13. We hereby confirm that in the event of any discrepancy between the terms and condition herein contained and those contained in the Offer Letter, the terms and condition herein contained shall prevail.

14. The proceeds of the instruments collected on our behalf will be linked to the exposure limit as may be granted by DBS to us and we agree that funds would be released in the Concentration Account to the extent of the free limit available under such exposure limit. The Collection Services and the said exposure limit shall however be subject to applicable RBI guidelines, if any, and the Bank's policies from time to time.

15. I/We understand that DBS Bank will send us detailed collections reports through e-mail. I/We am/are aware that email is not a secure or error-free medium of communication and I/we am/are aware of the possible risks involved in connection with the transmission of information via email. Therefore, DBS does not accept liability for any errors or omissions in the content of the fax statement/ email messages and its attachments. I/We undertake to keep DBS indemnified at all times against, and to save DBS harmless from all actions, proceedings, claims, loss, damage, costs and expenses including consequential losses/damages which may be brought against DBS and which shall have arisen either directly or indirectly out of or in connection with DBS sending the collections report via email/ fax

We authorize you to send the collection Mis via email to the following email ids:

16. The Collection Services may be terminated by either party by giving one month’s notice without assigning any reason for such termination and such termination shall not be open to question by the other party on any account whatsoever. All obligations incurred, on account of any act or omission done prior to termination shall survive any such termination and shall be discharged in full by each party.

17. This arrangement shall be governed by the laws of India and subject to the jurisdiction of the courts in Mumbai.

18. We confirm that we have all internal and requisite approvals and sanctions for availing the Collection Services on the terms and conditions herein contained and as set out in the Offer Letter.

Yours faithfully,

For ______

Signature

Authorized Signatory/ies