EXPORT AGGREGATION SERVICES

SSI units and Agriculture based small units are considered to be 30 % contributor for the countrys total exports. Most of these firms, associations, companies are banking locally with local banks for operational convenience and relations built up over many years. Majority of these local banks are cooperative or small private sector banks, not holding authorised dealers (A.D.) license issued by RBI. Over the years non A.D. banks are routing their customers Foreign Exchange business through nationalized & some other private sector banks. In continuation of our efforts to penetrate foreign exchange market, the is a requirement of trade product Export Aggregation Services. With this we aim to acquire the untapped foreign exchange flows in the market. Banks enjoying our DD drawing arrangement can be offered this product as a value added service for their customers. Product will be offered through SPOPS enabled branches. PROCESS FLOW We will be collecting export bills from client bank or exporter as per the arrangement. Detailed process flow is given below.

Entering into MOU with client banks by FIPS. (Format enclosed as Annexure I) Courier pick up from Client Bank branches & scanning by SPOPs Document scrutiny, system entry, verification & sending reimbursement swift message will happen at SPOPs. Documents will be dispatched from the branch & office copy to be filed in the sequential order of system no. SPOPs will follow up for realization. On receipt of Nostro credit CTSU will apply funds as requested by client bank in any of the following manner. o Total amount to be credited to client bank current account or packing credit account. o Part amount to be converted and credited to client bank account and part to EEFC A/C of exporter o EEFC & Current A/C of exporter In case client bank account is credited credit advise will be issued giving details such as exporter name, rate applied, actual amount realized etc. In case of overdue bills, SPOPs will follow-up with the overseas bank, client bank & exporter for realisation. Exporter can apply through his banker for extending realization period, in case extended period is within A.D. discretionary powers. Exporter needs to submit ETX form and other relevant through his banker. Exporters banker will be responsible for following up with the exporter, in case of all overdue bills. Our MOU with the subject bank will contain the relative clauses.

PRICING Pricing to be decided by business group. SPOPS will recover from client bank as agreed by Solution Manager in the offer letter. SPOS will charge per transaction charge as defined BY tb MIS SPOPs will provide following MIS to client bank besides regular advices as given above. Daily MIS to client bank listing various export bills lodged and realized during the day. Fortnightly MIS report giving present status of export bills lodged with us. OPERATIONAL GUIDELINES FOR SPOPS

A separate register type to be created in system for handling export aggregation bills, export team needs to use the same for lodging all the export bills received under aggregation services. FPCM needs to be credited for each co-operative bank client account e.g. SVC bank A/C Exports Ltd. FPCM address should be of client bank. Exporter IEC code should be mentioned at the appropriate place in FPCM. This FPCM code instead of CUMM code should be used for lodging all the bills of client bank & exporter. Other process should be the same as we follow for regular lodgement and realization of export bills.

ANNEXURE I [TO BE STAMPED FOR THE VALUE OF STAMP DUTY FOR AGREEMENT AND INDEMNITY IN THE STATE OF EXECUTION, BEING RS. 220 IN MAHARASHTRA] Export Aggregation Services Agreement THIS EXPORT AGGREGATION SERVICES AGREEMENT (hereinafter referred to as the Agreement) is entered into at _______________ on this ___ day of _________, 200_ Between ___________________________________________1 having its registered office at _________________________________________________________, (hereafter referred to as Client, which expression shall unless repugnant to
1

Please enter the name and description of the entity entering into the agreement.

the context and meaning thereof deem to mean and include successors and permitted assigns) of the One Part. And INDUSIND BANK LIMITED, a company incorporated under the Companies Act, 1956 and licensed as a bank under the Banking Regulation Act, 1949 and having its registered office at Landmark, Race Course Circle, Vadodara 390 007 and corporate office at INDUSIND Bank Towers, Bandra Kurla Complex, Mumbai 400 051, (hereinafter referred to as INDUSIND Bank, which expression shall unless it be repugnant to the context or meaning thereof shall mean and include its successors and permitted assigns) of the Other Part. The Client and INDUSIND Bank are hereinafter individually referred to as Party and collectively as Parties. WHEREAS INDUSIND Bank is a banking company providing wholesale and retail banking services. The Client is desirous of availing the Instrument collection services as provided by INDUSIND Bank and INDUSIND Bank has agreed to provide the same in accordance with the terms and conditions as specified hereunder. NOW THEREFORE, this Agreement witnesseth and is hereby agreed to by and between the Parties as follows: 1. DEFINITIONS In this Agreement, the capitalised terms shall have the following meanings: "Affiliate" of INDUSIND Bank shall mean and include:

(i) (ii) (iii)

any company which is the holding or subsidiary company of INDUSIND Bank, or a person under the control of or under common control with INDUSIND Bank, or any person, in which INDUSIND Bank owns, directly or beneficially, more than 26 % of the voting securities.

For the purpose of this definition of Affiliate, Control together with its grammatical variations when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of the vote carrying securities, by a right to appoint member(s) to the Board of Directors, by contract or otherwise howsoever; while Person means a company, corporation, a

partnership, trust or any other entity or organization or other body whatsoever. Client Customer means a customer of the Client. Instrument means export bills, cheques, drafts, pay orders warrants and such other instruments that INDUSIND Bank may, at its sole discretion, decide to include for the purpose of provision of the Services hereunder. Services shall mean the services to be provided by INDUSIND Bank to the Client as per the terms and conditions of this Agreement. 2. SERVICES TO BE PROVIDED All Instruments duly delivered to INDUSIND Bank and/or its representatives as set out in Clause 3.1 hereof will be collected by INDUSIND Bank and/or its representatives. The proceeds of each Instrument that is denominated in Indian rupees, subject to deduction of applicable charges as set out in this Agreement, will, as per the prior written instructions of the Client, be credited to:

2.1

i. ii.

the rupee account of the Client with INDUSIND Bank; or the rupee account of the Client Customer (in relation to such Instrument) with INDUSIND Bank, in the event such Client Customer maintains rupee account with INDUSIND Bank subject to the details of such Client Customer and the account details having been provided by the Client in advance to INDUSIND Bank.

The Indian rupee equivalent of the proceeds of each Instrument that is denominated in a currency other than Indian rupees, calculated at the conversion rate of exchange as may be determined by INDUSIND Bank at its sole discretion, subject to deduction of applicable charges as set out in this Agreement, will, as per the prior written instructions of the Client, be credited to:

i.
ii.

the rupee account of the Client with INDUSIND Bank; or the rupee account of the Client Customer (in relation to such Instrument) with INDUSIND Bank, in the event such Client Customer maintains rupee account with INDUSIND Bank subject to the details of such Client Customer and the account details

having been provided by the Client in advance to INDUSIND Bank.. In case a Client Customer maintains an Exchange Earners Foreign Currency Account with INDUSIND Bank, with respect to each Instrument (in relation to such Client) that is denominated in a currency other than Indian rupees, INDUSIND Bank shall, as per the prior written instructions of the Client, :

i.

credit such portion of the proceeds of such Instrument into the Client Customers Exchange Earners Foreign Currency Account with INDUSIND Bank as may be instructed by the Client, subject to the limit permitted under the Foreign Exchange Management Act, 1999 and rules/ regulations thereunder and subject to deduction of applicable charges as set out in this Agreement subject to the details of such Client Customer and the account details having been provided by the Client in advance to INDUSIND Bank.; and credit the Indian rupee equivalent of the balance remaining after making credit as aforesaid, calculated at the conversion rate of exchange as may be determined by INDUSIND Bank at its sole discretion, to :

ii.

a. the rupee account of the Client with INDUSIND Bank; or b. the rupee account of such Client Customer with INDUSIND
Bank, subject to the details of such Client Customer and the account details having been provided by the Client in advance to INDUSIND Bank.. The Client hereby confirms that it has, or shall have procured the Client Customers acceptance of the above terms, and if required shall deliver the necessary evidence, of the same to INDUSIND Bank.

2.2

At centres where INDUSIND Bank does not have its branches, INDUSIND Bank shall have the discretion to appoint any other entity as agent for collection of Instruments on behalf of the Client at the sole risk of the Client. At the request of the Client, INDUSIND Bank shall have the discretion to appoint any agency for the purpose of pick-up of Instruments from the offices/ representatives of the Client, at the sole risk of the Client. OBLIGATIONS OF THE CLIENT

2.3

3.

3.1

i. ii.

Instruments (other than export bills) drawn in favour of the Client duly endorsed in favour of INDUSIND Bank; Instruments (other than export bills) endorsed in favour of the Client (where such Instruments are not crossed a/c payee only) and endorsement confirmed by the Client and duly endorsed in favour of INDUSIND Bank by the Client; and export bills

iii.

that are required to be collected by INDUSIND Bank shall be delivered to INDUSIND Bank or its representatives, within the time limit that may be specified by INDUSIND Bank. 3.2 The Client shall from time to time, during the validity of this Agreement, lodge with INDUSIND Bank the specimen signatures of their officers who are authorised to endorse and/or deliver/take delivery of the Instruments to/from INDUSIND Bank or representative of INDUSIND Bank. 3.3 The Client shall ensure that the transactions for which the Services are availed of do not and will not involve any contravention or evasion whatsoever of the provisions of the Foreign Exchange Management Act, 2000 or any rule, regulation, notification, directive or order made thereunder or any other applicable law and that such transactions are specifically permissible under the aforesaid Act and applicable rules/ regulations and other applicable law. The Client shall, if required by INDUSIND Bank, from time to time or each time upon delivery by the Client of an Instrument for collection hereunder, provide INDUSIND Bank with such information/documents as may be required by INDUSIND Bank to satisfy INDUSIND Bank as regards compliance of the Client transactions with applicable laws. The Client shall, with respect to the Client Customers and in relation to the transactions contemplated hereunder, comply with and adhere to Anti-Money Laundering and Know Your Customer laws/ regulations in force from time to time as well as global best practices guidelines in relation to the same. The Client agrees and confirms that the Client shall have the sole responsibility to ensure that the transactions contemplated under this Agreement do not constitute/ involve money laundering and/or similar activities and that such transactions are in full compliance and not in violation of applicable law/ regulations. The Client shall, if required by INDUSIND Bank, from time to time provide INDUSIND Bank with such information/documents as may be required by INDUSIND Bank to satisfy INDUSIND Bank as regards compliance of the Client with applicable laws and the aforementioned requirements. Without prejudice to the generality of the aforesaid provision, the Client agrees and confirms that the Client shall ensure that the Instruments collected pursuant hereto and the proceeds thereof are

3.4

3.5

not in any way related to any Reserve Bank of India (RBI) Caution Listed Exporter. 4. 4.1 BILLING AND RECOVERY OF CREDITS ALREADY MADE INDUSIND Bank is entitled to recover the service charges (as per terms stipulated in the offer specified in Annexure A and net of all taxes) by adjusting from and out of the amount of collection proceeds. INDUSIND Bank shall also be entitled to raise monthly invoices on the Client for the service charges due from the Client to INDUSIND Bank (as per terms stipulated in the offer specified in Annexure A hereto and net of all taxes). The Client shall, within three days of the receipt of any such invoice, make payment to INDUSIND Bank of the service charges as specified in the invoice without any set off, deductions or withholdings whatsoever. The above rights shall be in addition to INDUSIND Bank having the rights to recover such amounts directly from the account, if any, maintained by the Client Customer with it, and the Client hereby confirms that it has, or shall have procured the Client Customers acceptance of the above terms, and if required shall deliver the necessary evidence, of the same to INDUSIND Bank. In the event of return of any Instrument unpaid and/or reversal of entries by any correspondent bank of INDUSIND Bank and/or any Instrument being dishonoured or unrealised for any reason whatsoever, INDUSIND Bank shall be entitled : a. to return such dishonoured/ unrealised Instrument to the Client; b. to reverse any credit entry passed to the account of the Client/Client Customer, as the case may be, and/ or rupee account and/ or Exchange Earners Foreign Currency Account of the Client Customer in connection with such Instrument; and c. to recover from the Client/Client Customer, as the case may be, the amounts constituting the face value of such Instrument together with: (i) interest thereon at the rate of ______ % p.a commencing from the date on which INDUSIND Bank gave credit to Client/ Client Customer in relation to such Instrument till such date the entire defaulted amount is paid in full by the Client/Client Customer, as the case may be,; and (ii) all costs/expenses/losses whatsoever incurred/suffered by INDUSIND Bank on account of/ in connection with such event. The amounts referred to in sub clause 4.2 (c) above may be recovered by INDUSIND Bank by directly debiting the account(s) of the Client/Client Customer, as the case may be,with INDUSIND Bank. The provisions of this clause 4.2 shall survive the termination of this Agreement due to whatsoever reason. The Client hereby confirms that it has, or shall have procured the Client Customers

4.2

acceptance of the above terms, and if required shall deliver the necessary evidence, of the same to INDUSIND Bank. 5. INDEMNITY

The Client agrees to indemnify and keep indemnified INDUSIND Bank, its directors and employees, representatives, agents and its Affiliates against any and all claims, actions, suits, proceedings, duties, penalties, taxes, losses, damages, costs (including legal costs), charges, expenses and other liabilities whatsoever, which may be brought or made against or sustained or suffered or paid or incurred by INDUSIND Bank or its directors and employees, representatives, agents, or its Affiliates arising out of or in connection with the transactions contemplated under this Agreement (including without limitation by reason of :

a. loss of Instruments or any fraud in connection with any Instrument or the

Clients/ Client Customers title to the Instrument/s collected being found to be defective or the Client/ Client Customer being found to have no title to any Instrument/s collected, or any Instrument/s being returned unpaid due to any reason whatsoever or on account of any action of any statutory, administrative, regulatory authority or person making a claim on proceeds from the collection of Instruments in pursuance of this Agreement by INDUSIND Bank; and/or b. any of the transactions pursuant to this Agreement allegedly/actually being in violation of applicable Anti Money Laundering or Know Your Customer law/ regulations or any such transaction allegedly/ actually constituting/ involving money laundering and/or similar activities or any such transactions allegedly/ actually being in violation or not in compliance of applicable law/ regulations or the Instruments collected pursuant hereto and the proceeds thereof being in any way actually/ allegedly related to any Reserve Bank of India (RBI) Caution Listed Exporter; and/or c. any statutory or regulatory action/ proceeding initiated on account of any of the aforesaid reasons d. any breach of the terms and conditions of this Agreement by the Client//Client Customer, as the case may be,.) The provisions of this clause shall survive the termination of this Agreement due to whatsoever reason. 6. 6.1 TERM AND TERMINATION This Agreement shall remain in force initially for a period of 3 years from the date hereof, which may be extended for further period as may be mutually agreed upon by and between the Parties. Either Party, without assigning any reason may terminate this Agreement by

giving 30 days advance written notice to the other Party. INDUSIND Bank may forthwith terminate the Agreement without any notice period if INDUSIND Bank suspects or has reason to believe that the Client/Client Customer, as the case may be, is involved in fraudulent, misleading and/or corrupt practices. The termination of this Agreement shall not affect the rights and liabilities of the Client and INDUSIND Bank accrued till the date of termination. 6.2 INDUSIND Bank may terminate this Agreement with notice period as specified or forthwith, in the following events, where the Client/Client Customer, as the case may be,: a) b) commits any breach its obligations hereunder; has a winding up proceeding initiated against it or bankruptcy order made against it, or if a court receiver over any of its assets is appointed, or if it becomes unable to pay its debts as they become due or if the Client/Client Customer, as the case may be, enters into any arrangement or composition with or for the benefit of its creditors or if a resolution is passed for the voluntary winding up or dissolution of Client/Client Customer, as the case may be, or if Client/Client Customer, as the case may be, is dissolved or any analogous occurrence under any other jurisdiction.

c) 7. FORCE MAJEURE INDUSIND Bank shall not be liable for any failure to perform any of its obligations under this Agreement if its performance is prevented, hindered or delayed by a Force Majeure event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Force Majeure Event means any event beyond the reasonable control of INDUSIND Bank, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind (including concerning the pickup agency or the correspondent banks), riots, insurrection, war or acts of government, loss of instruments by the pickup agency/correspondent banks. 8. LAW AND JURISDICTION The provisions of this Agreement shall be governed by, and construed in accordance with Indian law.

The Parties hereby agree that any legal action or proceedings arising out of this Agreement shall be brought in the courts or tribunals at Mumbai in India and irrevocably submit themselves to the jurisdiction of such courts and tribunals. INDUSIND Bank may, however, in their absolute discretion commence any legal action or proceedings arising out of this Agreement in any other court, tribunal or other appropriate forum, and the Client hereby consents to that jurisdiction. 9. (A) MISCELLANEOUS Amendments The Services rendered herein are demand facilities, subject to an ongoing review by INDUSIND Bank and the terms and conditions, pricing etc may be modified or Services recalled without notice at the absolute discretion of INDUSIND Bank. (B) Successors and Assigns The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns and Affiliates. (C) (i) Notices Unless otherwise provided herein, all notices or other communications under or in connection with this Agreement shall be given in writing and may be sent by personal delivery or post or courier or facsimile. Any such notice or other communication will be deemed to be effective if sent by personal delivery, when delivered, if sent by post, two days after being deposited in the post and if sent by courier, one day after being deposited with the courier, and if sent by facsimile, when sent (on receipt of a confirmation to the correct facsimile number). The addresses referred to hereinabove are: If to INDUSIND Bank: INDUSIND Bank Limited,

(ii)

Tel No

: 022-8562929 : 022-8562970/71

Facsimile No ATTN:Mr. If to the Client: _________________ _________________

_________________ _________________ Facsimile number: ATTN: (D) Entire Agreement; No Third Party Rights This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any Party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties to this Agreement any rights or remedies hereunder. (E) Further Assurances In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Party agrees to execute and deliver such additional documents and to perform such additional actions as may be necessary, appropriate or reasonably requested to carry out or evidence the transactions contemplated hereby. (F) Severability The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not effect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law. (G) Information The Client hereby authorises INDUSIND Bank and/or its agents to exchange, share or part with all the information relating to the Client/Client Customer, as the case may be, and all information pertaining to or arising out of this Agreement to other INDUSIND Bank Affiliates and/or group companies and/ or agents/ representatives for the purpose of rendering the Services herein, and undertakes not to hold INDUSIND Bank and/or its Affiliates other group companies of INDUSIND Bank and their agents liable for use of the aforesaid information. Further, the Client also authorises INDUSIND Bank to share and/or disclose all the information relating to the Client/Client Customer, as the case may be, and all information pertaining to or

arising out of this Agreement as may be required by a legal, statutory or regulatory authority and shall not hold INDUSIND Bank liable in any manner whatsoever for such sharing and disclosure. The Client hereby confirms that it has, or shall have procured the Client Customers acceptance of the above terms, and if required shall deliver the necessary evidence, of the same to INDUSIND Bank. (H) Captions The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. (I) Annexures This Agreement together with all Annexures hereto form a single Agreement between the Parties hereto.

(J)

Waiver No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(K)

Assignment The Client shall not assign this Agreement to any other person. INDUSIND Bank may sub-contract and employ agents to carry out any of its obligations under this Agreement. INDUSIND Bank may transfer or assign its rights and obligations under this Agreement to any of its Affiliates.

(L)

Right of Set-off INDUSIND Bank shall have the right of set-off and lien, irrespective of any other lien or charge, present as well as future on the Instruments as well as on the deposits/balances held in the bank accounts of the Client/Client Customer, as the case may be, held with INDUSIND Bank, whether in single name or joint name(s), to the extent of all outstanding dues, whatsoever, arising as a result of the transactions contemplated hereunder. The Client hereby confirms that it has, or shall have procured the Client Customers acceptance of the above terms, and if required shall deliver the necessary evidence, of the same to INDUSIND Bank.

ANNEXURE A

OFFER TERMS AND LIST OF LOCATIONS [Will contain the locations and terms as per SMs offer letter] IN WITNESS WHEREOF this Agreement has been executed on the day and year hereinabove first written.

SIGNED AND DELIVERED BY ____________________, the within named Client, by the hand of ___________________ its Authorised Signatory in the presence of: 1. 2. SIGNED AND DELIVERED BY INDUSIND BANK LIMITED, the within named INDUSIND Bank, by the hand of ___________________ its Authorised Signatory in the presence of: 1. 2. ______________________________________________________________________________ *** Please be guided by footnotes and remove them before getting executed by the customer.