AGREEMENT

(FY’20- Version 9)

THIS AGREEMENT is made at Ahmedabad on this 08th day of Aug, 2020

BY AND BETWEEN

Sony India Pvt. Ltd, a company incorporated under the provisions of the Companies Act, 1956 and having its
Registered Office at A-18, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi – 110 044 (hereinafter
“SID”) of the ONE PART;

AND

DJNV & Co., a Chartered Accountant’s firm, having its office at Navrangpura (hereinafter the “Firm”)

Whereas SID is inter-alia engaged in the business of marketing & sale of consumer audio visual, ., Mobile
products etc.

And Whereas the Firm inter-alia conducts stock audits and has approached SID to undertake such services.

And Whereas SID has agreed, in principle, to accept the Firm’s services for conducting stock audit of its
Warehouses and Service /Parts Centre(s) on terms and conditions contained hereinafter which are mutually
acceptable to the parties.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:

1 SID hereby appoints the aforesaid Firm and Firm accepts appointment as Auditor to conduct stock audits at
SID’s Warehouses detailed in Appendix 1.

1.1 The audit will be conducted on half yearly basis in August or September and March as pre-advised by
SID in writing, through e-mail.

2 The term of this engagement shall be for a period of twenty-four months effective 1st April, 2020 to 31st
March, 2022 (both days inclusive).

2.1 This Agreement may be renewed, for such further period(s) as agreed.
2.2 This Agreement is on a non-exclusive basis.
2.3 Either Party may terminate this agreement by giving 30 day’s notice, in writing to the other party.
2.4 This Agreement may be terminated immediately upon written notice by SID, if the Firm being in
the opinion of SID (whose opinion shall be final):
a) Service level is not of the standards required by SID and Firm fails to rectify the
default within the cure period of 7 days from the date intimation of default.
b) incapable of complying with this Agreement;
c) ceases or threaten to cease business;
d) acts in a manner detrimental to the interest or goodwill of the SID;
e) Information/details provided by the Firm is found to be incorrect/forged.

3 The Firm shall be responsible for –

3.1 Conducting Stock audit of Sony Products at SID’s warehouses, 3PL locations & other SID stocking
locations for Service parts.
3.2 100% stock count shall include ‘Normal Stock’, ‘Demo Return’, ‘Defective Stock’ and ‘Other
Inventory’ stocked in the concerned Warehouse/Service Centre(s) as per prescribed & detailed in
Appendix 1. Any model / stock (not covered in the Model list) will be added separately with the
model details & quantity.
3.2.1 All stock report will be duly signed by the Firm and countersigned by SID Warehouse In-charge
/SID Logistics PIC/ SID Service PIC & SID Branch Accountant.
3.3 For discrepancy noted in Physical vs. Book stock models, a second count will be performed for such
model list to eliminate any error.

3.3.1 Final discrepancies, as noted, shall also incorporate comments by the Firm and SID Warehouse
PIC / SID Service PIC / SID Branch Accountant in the format.
 3.4 All stock count with reconciliation of Physical stock with book stock shall be invariably completed
within 1 day & report shall be submitted on the following day.

3.5 The stock audit report shall include:

3.5.1 Stock audit report showing reconciliation of Physical stock with book stock, variance & reason
for variance.
3.5.2 Un-dispatched stock report: Models billed but not dispatched (Model wise quantity / with
Invoice & Channel Partner’s details).
3.5.3 Unaccounted Sales Return report: List of sales returned material lying in warehouse physically
but not accounted in books.
3.5.4 Other list of unaccounted short / excess stock.
3.5.5 All stock audit sheets & reports to be duly authenticated by Auditor, Warehouse/Service In-
charge & Branch Accounts In-charge.

3.6 The methodology for stock count shall be ‘Wall-to-Wall’ and ‘Physical to Books’ to ensure
complete accounting of stock inventory.

3.7 In case where it appears that the factory packed carton/box appears to be damaged or broken,
product shall be checked after opening the damaged packing. If the concerned warehouse declines to
permit the auditor to have physical inspection of the set in question, should immediately inform the
concerned SID Logistics & Branch Accounts and invariably make a written endorsement of such
refusal, in writing in the Stock Report.

3.8 Firm should give an overall report on Warehouse Stock maintenance efficiency & also share their
recommendations for areas of improvement.

3.9 Firm shall deploy sufficient competent personnel to complete the assignment within the assigned time
frame without compromising on quality of data.

4 BILLING & PAYMENT TERMS :

4.1 Prior to commencement of audit, SID shall send requisition request for audit along with location,
model list & special instructions, if any.

4.2 For Stock Audits, SID shall pay fee as mutually decided and detailed in Appendix 1. This payment
shall be subject to TDS deduction, as applicable.

4.3 Firm shall submit Invoice to SID’s concerned Branch Office along with audit report as per Appendix
3. SID shall make payment within 30 days of submission of bills with complete supporting
documents and complete Audit Report.

4.4 Any lapse or discrepancy in the Report submitted by the Firm as per the scope and requirements of
SID, if found later, shall be liable for imposition of penalty upto 50% of fee due, or if paid, debit note
for the same would be raised with / without termination of services in SID’s sole discretion.

4.5 Notwithstanding anything in the contract or term of Purchase Order (whichever is applicable), in
the event any input tax credit of the GST charged by Firm is denied by the tax authorities for
reasons of non-compliance or incorrect compliance or delayed compliance by Firm, SID shall be
entitled to recover such amount from Firm by way of set off from any of the subsequent invoices
issued by Firm or right to recover through other legal processes . In addition, SID shall also be
entitled to recover commercial rate of interest and penalty, in case any penalty is imposed by the
tax authorities.

5 GENERAL TERMS AND CONDITIONS:

5.1 The Audit dates communicated for stock audit needs to be adhered and followed strictly without any
deviation.

5.2 SID shall at all times have the right to verify by any independent agency regarding the report
submitted. Any act of omission or commission on the part of the Firm shall constitute breach of
contract and SID shall be entitled to terminate this agreement forthwith without any liability
whatsoever apart from initiating action for enforcement of SID’s legal rights.

5.3 Firm acknowledges and confirms that it has not and will not provide, promise or offer any illegitimate
benefit to any person including any employee or officer of SID in connection with or arising from the
entry into or the performance of its obligations under this Agreement, or in order to have business
 from SID that are the subject of this Agreement. For avoidance of any doubt, illegitimate benefit
means any benefit or advantage (whether cash or kind) which is not legitimately due to the recipient,
and includes any bribe or kickback.

5.4 SID follows anti-bribery policy, which prohibits the offering, giving, solicitation, or acceptance of any
bribe, whether by way of cash or other inducements. Firm undertakes to adhere to a similar policy. If
at any time, it is found that Firm is not adhering to anti-bribery policy stated herein, SID reserves the
right to terminate this agreement forthwith without any reference or notice to Firm . Without
prejudice to the aforesaid, it is hereby clarified, for the avoidance of any doubt, that Firm shall
indemnify, defend and hold us harmless from all losses incurred / suffered by SID on account of
breach of Firm’s obligations under this clause.

6 CONFIDENTIALITY

6.1 Firm undertakes that any/all information, data etc. that comes to its possession and control during the
course of providing its services to SID in any form whatsoever, whether in physical or electronic form
shall not be divulged to any third person / party provided it is divulged except where such disclosure
is required by any Court or investigative agency of the Government. However, information already in
the public domain is excluded.

6.2 The stipulations contained hereinabove shall survive the termination of agreement and the Firm shall
be bound by above stipulations for a period of 1 year thereafter.

6.3 The Firm undertakes to indemnify and keep SID indemnified for any loss that SID may suffer on
account of unauthorised disclosure by the Firm.

7 This Agreement is on Principal-to-Principal basis. Nothing contained in this Agreement, whether expressly or
impliedly shall be deemed to create any partnership, joint venture, direct or indirect employment, principal and
agent relationship and/or master and servant relationship between the Parties and/or any of their respective
employees, for any purpose whatsoever.
8 Unless permitted by SID in writing, Firm shall not to use Sony’s Intellectual Property Rights - Logos, Symbols,
Trademark or any other intellectual property (“IPR”) on the documents, webpage, name board, advertising
material and such other documents pertaining and related to the business.

9 This Agreement may be modified only by an instrument in writing signed by both the Parties.

10 No failure or delay in enforcing any right will be deemed a waiver unless made in writing and signed by a duly
authorized representative of such Party. The waiver of a breach of any of terms shall not operate or be
construed as a waiver of subsequent breach/s.

11 The Firm undertakes to indemnify and keep SID indemnified in respect of above representations / obligations
/ understanding and further to pay SID any / all cost(s)/charge(s) etc. that SID may incur on account of non-
compliance of the terms set out herein.

11.1 Disputes, if any, shall be subject to Courts at the respective SID Branches which have requisitioned
the Audit Request.

12 The parties designate the following as the contact point for any service related issues:
For Firm: _________

For SID : _________

For DJNV & Co. For Sony India Pvt. Ltd.

(CA Shruti Shah)

Chartered Accountant Authorized Signatory