RECORD MANAGEMENT SERVICE AGREEMENT

This Agreement has been executed on Wednesday, the 3 rd day of September,2021, at 606, New Delhi House,
Barakhamba Road, Connaught Place, New Delhi-110001.
Between
Sajeve Bhusan Deora, the Liquidator of Woolways (India) Limited and Noslar International Limited
appointed by the order of Hon’ble National Company Law Tribunal (NCLT) on 23.09.2019 and 28.02.2020
respectively having its office at 606, New Delhi House, Barakhamba Road, Connaught Place, New Delhi-
110001 hereinafter referred to as the ("Customer”) of the ONE PART
&
Capital Record Centre Private Limited (Company registered under the Companies Act 1956) having its
registered office at G-13, Udyog Nagar Industrial Area, Peeragarhi, New Delhi-110041, India and
correspondence/corporate office at GN 14, Shivaji Enclave, Rajouri Garden, New Delhi -110027, India
hereinafter referred to as (“Service Provider”), which expression shall unless repugnant to the context, be
deemed to include the partners/directors at this time and from time to time constituting the said company, the
survivor of them, the legal representatives, heirs, executors and administrators of such last survivor) of the
SECOND PART

Whereas, Capital Record Centre Private Limited (Service Provider), is engaged in the business of
creation, preservation, digitization, storing, indexing, formatting, weeding out, archiving, retrieving, vaulting
and accessing all types of records, to conduct research and survey and providing solutions for
information/records management techniques in digital and physical modes and acting as a custodian of the
customers’ records
Whereas, Sajeve Bhusan Deora, Liquidator of Woolways (India) Limited and Noslar International Limited
(“Customer”), is engaged in the business of providing insolvency and liquidation related services.

Whereas the parties, as stated above, have entered into an agreement to provide the Services as defined
herein in accordance with the terms and conditions of this agreement,
Now, this agreement witnessed and is hereby agreed as follows, and shall survive till the termination of this
agreement,

1. DEFINITIONS:
i. CRC- means ‘Capital Record Centre Private Limited’, the ‘Service Provider’

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 ii. CUSTOMER-means the person, firm, company, Body of individuals, Association of persons, corporation
sole & body corporate described on the face hereof as the ‘Customer’
iii. SERVICES: means basic services & additional services as set out in Annexure 1 attached to this
Agreement, which includes but not limited to storage, document retrieval, document and record management,
archival and other services in relations to business records (Including retrieving, filing, refilling, transporting,
packing, sorting, cataloguing, indexing, tracking, etc.) and required to be charged as and when the customer
avails the same.
iv. INITIAL TERM: means the First tenure mentioned in Clause 2.1 below, with which the Agreement is
effected with.
v. EXTENDED TERM: means the tenure over and above the initial tenure, in effect due to Auto Renewal or as
agreed mutually between the parties to the Agreement.
vi. GOODS/RECORDS: means all or any paper, files, documents or materials provided by the Customer to
CRC& all other containers and packaging materials used in relation thereto which the Customer may provide,
regardless whether such Records are the property of the Customer.
vii. CHARGES: means the rates per unit & other charges for the Services (basic and accessorial) which are
specified in Annexure 1 & which supersedes any other charges or commercials that may have been agreed
with the customer.
viii. CONTAINER: means cardboard boxes, cartons or other containers provided by CRC for the customer’s
record to be kept in the CRC’s premises(s)-Offsite or at Customer’s Premises-Onsite, as the case may be,
with the ownership of those containers with CRC only.
ix. SERVICE FAILURE: means a failure to comply with the direction of agreed business transaction between
parties to the contract, which includes mistakes, omissions, interruptions, delays, errors, defects, & loss in
any form.

2. TERM AND RENEWAL

i. Initial Term: The Tenure of this Agreement shall be of 2 (two) years& shall begin from the date of
execution of this agreement i.e., from01/09/2021 ( to be replaced with date of signing) to 31/08/2023.
ii. Extended Term: If this Agreement is not terminated at the end of the Initial Term, this Agreement shall
continue to roll over for equal succeeding terms (equivalent to the Initial Term) until it is terminated by either
party.

3. SERVICES:
As defined in clause 2 (i) of this Agreement, based on the Scope of Work agreed by the customer &Project
Approach designed by CRC, attached herewith in Annexure 2 – Project Approach Solution, the parties to

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 this agreement agree to initiate______________ (RMS)/__________________(DMS) activity to effect this
agreement for the Initial Term.
i. CRC will provide collection, storage, management, retrieval &shredding services to the Customer for
“Goods/Records” at the CRC’s Facility as stated in
ii. CRC agrees, having regard to the nature of the Services being provided, to perform the Service in a proper
and professional manner and in accordance with the best industry practice.
iii. The Customer may at any time agree in writing for CRC for the provision of Additional Services during the
subsistence of this Agreement pursuant to the terms and conditions contained herein, and the charges
applicable to the Additional Service so given, shall be considered to be a part of this agreement by way of an
Addendum signed by both the parties.

4. GEOGRAPHY:
i. This Agreement aims to provide the services to the Customer with regard to the picking of records from the
following locations of the Customer,
S.No. Location Company in Liquidation
1. Ludhiana, Punjab Woolways (India) Ltd.
2. Mandideep,Madhya Noslar International Limited
Pradesh.
3. New Delhi/Noida/NCR Woolways (India) Ltd./Noslar
International Ltd.

ii. Record of customer will be stored in Delhi/NCR by the Service Provider at one of the following addresses:
1
Damdama Road Bhondsi Gurgaon, Haryana - 122001
.
2 Capital Record Centre Pvt Ltd Khasra No. 50/16/2 Warehousing Complex Vill-
. Gopalpur, Dist: Gurgaon, Haryana-122101
3 Om Kiran Logistics Park 33km Stone, NH-9, Jindal Nagar Industrial Area, Vill:
. Galand Tehsil Dhaulana, Dist: Hapur (UP)

iii. Any extension of services in location, other than those stipulated above shall take effect only through an
extension of services letter provided by the Customer, duly signed and stamped on the letter head of the
company/firm. Or an email communication from the authorized person of the “Customer”.

5. PAYMENT:
i. Simultaneously upon delivery of services by CRC to the Customer, the customer shall pay:
a. The Monthly Maintenance charge for retention of Container(s) and the same shall be billed on a monthly
basis on the latest count of the total number of Containers managed by CRC.

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 b. The Accessorial Service Charge for the Accessorial Services provided, if any it shall be as set out in
Annexure 1 and if “CRC” did not provide any charge for any such Accessorial Services at the time of this
Agreement, then CRC shall be entitled to charge the Customer.
c. Failure to pay any of the charges, as stipulated above shall be liable for an interest payment of 6% per month
of the total invoice amount & shall become payable by the customer as late charges, till full payment.
d. Customer shall pay for undisputed invoices timely as per agreed terms. Nonpayment in case of services usage
for more than six months shall entitle service provider to recover their dues by shredding off stored record of
customer.
e. The Customer shall have no right to withhold the payment or any part thereof for any reason whatsoever.
f. CRC is a MSME certified Company and as per MSME Act, payments have to be made within 45 days of
submission of the invoice and the customer agrees to abide by this ruling

6. LIMITATION OF LIABILITY:
i. Customer agrees that CRC is only a custodian/facilitator of records of the stored with it and in no context is
CRC shall be liable for:
a. Special, indirect, incidental or consequential loss or damages;
b. Loss of business, opportunity, profit/anticipated profit, income or revenue.
c. Loss of goodwill or reputation or contracts/loss arising out of business interruption.
d. Loss of use of Customer's system(s) or networks/recovery of data or programs.
ii. To the maximum extent applicable by law, CRC’s liability shall not exceed the amount equal to monthly
storage charges under this agreement.
iii. In no event, the customer can force for liability on loss of individual unbarcoded contents like paper,
document, file etc. where storage charges have been agreed on carton/file level.

7. CONFIDENTIALITY & NON-DISCLOSURE:

i. CRC shall not examine the contents of any Container or any Records stored with it, except in the case of an
emergency, or unless called upon to do so by the Customer as part of a Service request.
ii. CRC would ensure that any and all information which is known to it during the course of rendering the
Services would be kept totally confidential &in the event that disclosure of any Record is required to be made
under any law, CRC shall inform the Customer of the obligation to make such disclosure.
iii. CRC shall not be in any manner be responsible for any loss or expense suffered by the Customer including
any legal liability arising to the Customer due to the violation of the confidentiality obligations set out in this
Agreement.
iv. In no event can the Customer disclose rates, charges, discounts, rebates, abatements, trade secrets and made
available to them as a requirement or necessity arising out of this agreement, and breach of this clause, in a
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 manner(s), whatsoever, shall result in monetary recovery from the customer which will equal to the
loss/injury caused to CRC out of the disclosure so made and suffered and shall be calculated solely by CRC.

8. INDEMNTIES:
i. Both parties shall defend and indemnify each other for any third-party claims arising out of Intellectual
Property rights, or other permissions, regulatory certification required under any permissible law or approvals
associated with technology, or risks associated with parties’ respective businesses, or infringement of any
third-party product/services/deliverables supplied by CRC or not, in case Customer is availing joint services
from two vendors.
ii. CRC shall not be liable for any representation or understanding unless the same is in writing and specifically
incorporated in the Agreement.

9. WARRANTIES:
i. The Customer warrants and represents that:
a. It is the owner/legal custodian & has the lawful right to possess all Records deposited under this agreement.
b. It will not deliver any toxic, hazardous materials or inflammable items of any kind to CRC.
c. None of the items or material contained in the Records violates the private, civil or property rights, or the
privacy or any other rights of any person or company.
ii. CRC warrants and represents that CRC holds all valid licenses, registration and permissions that may be
required under the laws prevalent from time to time for carrying out record management services. CRC shall
ensure that all such licenses, registrations and permission are kept valid and subsisting throughout the term of
this agreement.

10. FORCE MAJEURE:

CRC shall not be liable or otherwise responsible for any loss, damage, or destruction of any Records arising
as a result of an Act of God, including an act of war, civil disturbance, riot, fire, flood any other reason,
situation or circumstances. However, such events shall not excuse the Customer from paying any Charges
due to “CRC” for Services provided by CRC pursuant to and in accordance with the provisions herein.

11. TERMINATION:
i. This Agreement may be terminated by either party by written notice with time not less than three (3) months,
in the event that: -
a. The customer or Service Provider becomes insolvent, enters into a voluntary arrangement with its creditors,
goes into CIRP or liquidation, suffers or permit the appointment of a receiver, manager or administrator over
any of its property (other than for the purposes of solvent amalgamation or reconstruction); or
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 b. The Customer or service provider commits a breach of this Agreement, and in the case of a breach which is
capable of remedy, fails to remedy the breach within thirty (30) days of written notification by CRC or
Customer; or
c. Circumstances exist which in CRC's absolute discretion make it impossible or commercially unfeasible for
CRC to provide any of the Services and CRC so notifies the Customer;
iii. Upon termination of this Agreement for any reason whatsoever, whether by efflux of time or pursuant to any
term or condition of this Agreement, the Customer shall on the receipt of a written notice from CRC arrange
at its own cost for all of its Records/Documents in the possession of CRC to be collected and removed
subject to any lien which CRC may have for unpaid Charges and other sums owing by the Customer to CRC.
Any partial or full release of the Records/Documents shall not constitute a waiver of the rights of CRC to
receive any outstanding Charges. Since CRC values the importance of records, it will give maximum of thirty
(30) days for the customer to act upon.
iv. In the event the Customer:
a. fails to collect or remove all or any part of its Records within the time period stipulated in the written notice
pursuant to Clause 11(iii) above; or
b. fails to discharge CRC lien within the time period stipulated in the written notice pursuant to Clause 11(i).
v. Upon any of the events in Clause 10.(iii) ( No clause 10 iii)occurring and in the event that CRC shall elect to
return any and all the Records and/or Container(s) to the Customer, the delivery by CRC to the premises of
the last known address of the Customer (whether acknowledged by the Customer or otherwise) shall be
deemed as due and proper receipt by the Customer of the Records and/or Container(s) so delivered, and the
Customer shall have no claims whatsoever for any loss or damage to any of the Records and/or Container(s)
against CRC in respect thereto.
vi. CRC agrees that termination of this Agreement by the Customer will not act as a waiver of any liability
against the Customer; however, the above will not limit the right of CRC to collect monies to which it had
become entitled prior to termination.

12. GENERAL:
i. The Customer, its authorised agents or representatives or employees shall be permitted to access to the
Records in CRC designated building during CRC standard operating hours on chargeable basis, as set forth in
Annexure 1 to this agreement only upon presentation to CRC of duly authorised letter(s), employees’
identification and such other identification as may be required to be issued by the Customer, provided, the
customer must always give 2 (two) days prior notification.
ii. Where any court order, writ or other mandatory instrument is served on or presented to CRC by any person or
party then CRC may treat such order as having been duly created and obtained and CRC may comply with it,

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 including but not limited to disclosing, handing over and delivering all or any part of the Records and/or
Container(s), and the Customer shall have no recourse or make no claims against CRC for so complying.
iii. Where CRC has agreed to deliver to or collect Records/Documents from an address provided by the
Customer, it is deemed to have delivered or collected the Records/Documents in fulfilment of the Service if
at that address it obtains a receipt or signed delivery docket for the Records and/or Container(s) respectively.
iv. Each communication under this Agreement shall be made in writing but, unless otherwise stated, may be
made by e-mail. Each communication or document to be delivered to either party under this Agreement shall
be sent to that party at e-mail address and marked for the attention of the authorised officer (if any), from
time to time designated by each party for the purpose of this Agreement.
v. No forbearance or indulgence on the part of either party in enforcing the terms and conditions of this shall not
prejudice the strict rights of that party hereunder nor be construed as a waiver thereof.
vi. If any part of this Agreement shall be rendered invalid by any law or held to be unenforceable, then that part of
this Agreement shall be regarded as omitted and in so far as the context allows the provisions of the remaining
parts of this Agreement shall continue to apply.

13. INSOLVENCYOF SERVICE PROVIDER ( added by AG)

In case the Service Provider receives any notice of insolvency proceeding being initiated by any of its creditor
proceedings under the law of the land, the Service Provider shall immediately intimate the same to the
Customer. The Customer may take any action with regard to the records in the possession of the Service
Provider and the termination period of 3 (three)months as stated in clause 11 shall not apply.

14. ARBITRATION:
Any dispute, controversy, disagreement or claim arising under this agreement or any dispute with respect to
validity of this Agreement (the “Dispute”) shall be resolved in the following manner:
Where any Dispute could not be settled by the Parties within 30 (thirty) days or within a mutually extended
period, from the date of receiving the notice of Dispute by a party from the other Party, then such Dispute
shall be referred to arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996.
The Parties shall with mutual consent appoint a sole arbitrator or conducting arbitration under this agreement.
The Arbitration & Conciliation Act, 1996 and the venue for the same shall be New Delhi. The arbitration
proceedings shall be conducted in the English language. The Arbitrators shall have powers to award penalty
as stated in the Agreement and/or enforce specific performance. The Award passed by the Arbitrators shall be
final and binding upon the parties hereto.

15. ENTIRE AGREEMENT:

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 This Agreement constitutes the entire understanding between the parties with regard to the subject matter
hereof and there have not been and there are no understanding, agreements, representation or warranties
between the parties other than those specifically set forth herein. The Customer and CRC shall not be
entitled to cede or assign any of its rights in terms of this to any third party without prior written consent of
the other party.

16. NON-VARIATION:
No variation or modification of this Agreement shall be of any force or effect unless the same shall be
confirmed in writing by way of an addendum to this agreement and signed by all parties and then such
variation or modification shall be effective only for the purpose and to the extent for which it was made and
given.

The parties hereto, witness, sign and seal the terms, conditions, covenants, mentioned & described as above:

CUSTOMER: SERVICE PROVIDER:

Name: __________________ Name: Narendran Nair
Title: __________________ Title: VP - Operations

Signature: _________________ Signature: _________________

Stamp: Stamp:
Date: Date:

WITNESS 1 WITNESS 2

Name: __________________ Name: ___________________

Title: __________________ Title: ___________________

Signature: _________________ Signature: _________________

Date: Date:

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Annexure 1 - Commercials:

S.No TASK
. Code Task Description Amount Unit

Record Storage

1 One Time Set Up Charges

INR
OT0002 Carton Cost - CRC Standard 1.54 Cft 60.00 Per Carton

Barcoding inclusive of indexing field INR Per

OT0014 upto 4 number 0.50 Barcode

Transportation/Loading/Unloading On
OT0044 (Outside city limits) Actuals

2 Monthly Maintenance Charges

Storage Carton - Standard size 1.54Cft INR

ST0010 over 300 Carton/Invoice/Location. 12.00 Per Carton

Storage Carton – Min. (Up to 300 INR

ST0011 cartons/Invoice/Location) 3,500 Per Month

3 Accessorial Services

Easy Retrieval / Re-file – Carton – INR

RT0036 Physical 40.00 Per Carton

Easy Retrieval / Re-file – File – INR

RT0038 Physical 20.00 Per File

Easy Retrieval / Re-file - INR

RT0042 Transportation Charges 200.00 Per Trip

maximum of 25 retrievals - cut off time - 17:00 hrs - Delivery Next Day

Per Image
+ File
Retrieval Electronic - Scan & email Retrieval
RT0012 (A4) INR 1.00 Charges

RT0004 Permanent Withdrawal Carton INR Per Carton

80.00

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 INR
RT0033 Permanent Withdrawal File 20.00 Per File

INR
DT0002 Shredding – Carton 80.00 Per Carton

INR
DT0033 Shredding – File 20.00 Per File

INR
RT0068 Audit Room Charges 600.00 Per Day

Digitization/Scanning

INR
60,00 Per
1 SC0017 DMS Software Upto 5 users 0 Annum

INR Per
2 SC0008 Cloud Storage – Monthly 3,500 Terabyte

Scanning – A4 / Simplex / 200 DPI /

B&W / Multi Pdf includes de-pin / INR
3 SC0001 preparation / post pin / refile 0.60 Per Image

Per
INR Field/Entr
4 SC0016 Indexing/Data Entry on Document level 0.20 y

Optional

INR
Software Modification if any post 5,00 Per
5 SC0017 confirmation 0 Manhour

Notes: -

1 All rates are exclusive of Taxes / Octroi charges and are applicable as per Govt regulations.

2 TDS to be deducted @ 2% and payments are to be released within 45 days.

All Charges listed above are applicable for two years after which an escalation of 5% per
3 Annum.

4 Transportation for outside city services will be on actuals.

5 Software and physical archival fee shall be paid fully in advance on annual basis.

6 DR and back up cost of cloud storage can be shared if required.

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 Annexure 2
Scope and Project Approach:

CRC Scope of Work

1. Sajeve Bhusan Deora, the Liquidator of Woolways (India) Limited and Noslar International Limited
requires Record Storage of Clients files. Volume Approx. 500 Box files.
2. Regular inflow of record be assessed
3. Digitization may also be opted.
4. Physical retrieval required on file/carton level.
Project Approach
Physical Storage

One time Activity – Archiving

1. On an agreed date CRC Team will arrive with cartons and barcodes at client office.
2. CRC will barcode every file/document with indexing field.
3. All such bar-coded and indexed files are placed in a standard CRC carton and also bar-coded.
4. On a scheduled date such packed CRC cartons are collected with a confirmation note and moved to CRC
Facility.
5. Softcopy of inventory will be provided within one week of pick up.

Digitization - Optional
1. Once record is moved in record centre, CRC to de-pin, make bunch of documents for scanning inside record
centre.
2. Indexing and QC to be done of scanned documents on daily basis.
3. Scanned document to be repacked in cartons.
4. Scanned data to be stored on server and map with retrieval application.

Retrieval & Re-filing

1. Client to raise retrieval request through the authorised email ids only.

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2. Requestor’s credentials to be verified & CRC PDT’s- updated with details & the location of cartons in the
Record centre.
3. Cartons/Files are retrieved, verified, delivered signed off for confirmation of receipt.
4. Client to raise a Re-file request to return the retrieved record. CRC will collect on receipt of request by client.
5. Place the cartons/files in its respective location and update the system.

Regular Interval Shredding

1. On mutually agreed frequency, client will share list of Files that are due for shredding.
2. On receipt, CRC will retrieve these Files and await confirmation that the retrieved Cartons are to be
shredded.
3. CRC to inform a date and on an authorisation in writing/email, these are confidentially shredded and system
updated.
4. Before shredding, Client’s personnel can inspect the Files/Cartons that are to be shredded.
5. Certificate of Shredding will be provided for having the documents shredded.

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