July 30%, 2015 Dhiraj Nalawade Flat No.G3,Grd Fir, Bldg NO.AL Brahmand Phasestt CHSL, Thane - 400 067 ‘Sub: Letter of Intent: Employment Dear Mr Dhiral \We are pleased to confirm our intention to appoint you on the permanent rolls of this organization, as Manager ~ Payroll based out of Thane Office ‘Your gross annual compensation on Cost:to:Company (CTC) basis will be as per our discussion and mutal agreement atthe time of your Interview. The amount of gross compensation fs inclusive of all the amounts payable to you / Incurred on your behalf by the Company, Including all current / future statutory Nabllties. The amounts under different payment heads will be liable for (a) appropriate modifications in accordance with the compensation structure implemented at the relevant time; (b) appropriate deductions towards tax liabilities, statutory payments and any other relevant deductions; and (<) Company's administrative / accounting procedures in force at the relevant time. You will be eligible to seek sultable tax exemptions by fulfilling the requisite formalities in accordance with the rules / procedures in force. We have enclosed the indicative salary breakup for your reference. ‘This proposal is on the assumption of veracity of the information provided by you at the time of your selection and accordingly you will be required to submit proof of your qualifications, work experience, ete. and fulfil ll the joining formalities at the time of assuming your responsibilities. \We request you to come fully prepared for the completion of the joining formalities as per checklist provided 2s an attachment to this letter. Please note that in case you do not assume your responsibilities and complete all the joining formalities latest by 01.09.2035, this proposal shall stand withdrawn and cancelled without any further notice to you. A detailed “Employment Offer ~ cum - Appointment Letter” will be issued to you specifying the etailed terms and conditions of your employment with this organization after you have completed all the joining formalities and executed a “Non-Disclosure and Non-Compete” Agreement, ‘whereupon the contents of this proposal shall cease to have any effect. Subject to the spirit of the different provisions specified herein, the association envisaged herein an be terminated by the Company, without any notice and without any compensation in lieu of ‘such notice, in any of the following events, namely: + Any act of dishonesty, fraud, disobedience, insubordination, incivilty, intemperance, iregularity in attendance or any other misconduct, or neglect / non-performance / inadequate performance of duties, or incompetence in the discharge of duties on your part; Kindly confirm your concurrence for the above proposal of mutual association by returning the ‘confirmation copy duly signed by you. This proposal will stand withdrawn and cancelled in case we do not receive the confirmation latest by 01.08.2015 Yours faithfully, For Weavings Manpower Solutions Pvt Ltd, Jopledlucs indondoy Cowar Director eWeavings Manpower Solutions Pvt. Ltd. (a Radhakrishna’ group venture) tered Office: “Radhakrishna House’, Majiwade Village Road, Majiwade, Thane (West) - 400 601 Weaving the fabri 1. s91-22-7123 4500, F: 91-22-7423 4560, E: contact@weavings.in CIN; U93090MH2010PTC210028 07" sept'3s. Dhiraj Nalawade Flat No.G3, Grd Flr, Bldg No.A1, Brahmand Phase-lI CHSL, Thane - 400 067 Sub: Employment Offer ~ cum - Appointment Letter Dear Mr. Dhirai, 1. Further to the Letter of intent ;{Employment) application dated July 30, 2015 and the discussions / meetings you have had with us in the recent past, we are pleased to inform you of our decision to offer you the position of ‘Manager - Payroll’ with effect from September 07, 2015. You will initially be based at our Corporate Office located at Thane. Detailed terms and conditions governing your ‘employment are furnished hereunder, for your formal acceptance, In this document, the term ‘the Company’ shall mean this organization, namely, Weavings Manpower Solutions Private Limited and wherever the context so demands, shall also include the Company's parent / holding organizations (including any ‘group’ companies forming part of such parent / holding organizations), its subsidiaries, its successors, its business affiliates / associates, consultants, customers, /-dlients, customer organizations, vendors / suppliers and certifying or inspecting agencies, within India ‘and abroad. 3. In consideration of effective performance of your duties, you will be eligible for a gross compensation ‘as mentioned in the annexure. This compensation will be paid to you in accordance with the Income Tax regulations. 4, The gross compensation indicated above includes Company’s contribution to statutory Provident Fund, notional provision for statutory gratuity and certain other payments all of which shall be admissible contingent upon fulfillment of certain conditions. They being the costs for the Company, shall be treated a part of the cost-to-company based gross remuneration, but do not necessarily result in ‘automatic accruals to you. Entitlement as well as periodicity/timing of all payments will be governed by the rules and the administrative practices implemented from time to time. “Basic Salary” at the relevant time shall be the basis for computing any statutory payments such as contributions to Provident Fund, notional provision for gratuity and calculation of encashment of un-availed leave (if applicable), unless the Company's rules at the relevant time provide otherwise. Your performance and progress will be assessed and appraised from time to time as per the performance appraisal/evaluation process or any other appropriate mechanism, as per schedules implemented by the Company from time to time, Based on achievement of specific performance and other standards expected of you and subject to the Company's norms regarding compensation reviews at the relevant time, you may be considered for a review of compensation from time to time, after completion of the appropriate performance evaluation process, 6 Your acceptance into the Company's rolls and your induction will be on the assumption of your ‘medical fitness. Kindly note that Company reserves the option of not accepting you into the rolls or to discharge you from the rolls (in case you have already reported for duties) in case your medical fitness is not confirmed through this process. Your retention on Company's rolls will be subject to your ‘continued medical fitness and the Company reserves the option to discharge you from the rolls at any time prior to your attaining the age of superannuation in the event of you being found medically unfit. If you are at any time prevented by accident, il-health, or any other urgent medical contingency from attending office or from performing your duties, you shall bring this to the notice of the Management as soon as you possibly can and furnish the Management with all the information relating thereto as it may reasonably require. You will be required to produce appropriate records of your medical cont Document of Appointment Letter ~ Mr. DY° «VEAANGS sho» ceria of medal fess before yu resume wok nado, ced upe, you shal submit Yow To 9 Medel exomaton rm Une tte by 2 quale fghtered medal praconet ‘Rooted recs to by th Manage You be eager oppenie pains respect fe Devod of cnt to wih You are ele under the ues proved he aber uy anced ery bier erence us th plan sal lan of pe wn ovanca 7. TWsanhiment bingo ate bas, you shal ot wtout the pra ama ose f the Company, ‘eter for any comraton or Re emer ay aoc than twp the nti of creorrert, aherti, epwerh operieahG/vaneaip cau) enserien oc RB eBW Ime tow eae any ther ptesuon/ nes / ey foal, Nr erage 9 522 its ve och aati ac ee on pa ness wal ier wa the prance 35 deter of your utes a lg oe Campy or wih woud pres confit fares th he Cermpnry sd bn prs! faa have reed tay fla tive sue of our e-em association / engagement with any third party, before the commencement of your association wth us. You shall {vote the whole of your time, attention, skils and abies, for the performance of your duties during office hours and use your best endeavors to promote the interests ofthe Company; and your conduct at other times shall suchas not to damage the interests of the Company. 8. Your services wil be able for postngs/ transfers to any office / branch / department / division / location of the Company (including the Company's parent / holding organizations, subsidiaries, etc, at any of their establishments) within India or abroad, You should fulfil all statutory requirements and provide detailed Undertakings / afidavts, et. a3 may be appropriate and relevant to the context and as required by the ‘Company (and /or the said associates / affiliates, etc), particulary on issues such as non solicitation /non- compete, secrecy and confidentiality, non-disclosure, etc. and be bound by all addtional stipulations appropriate to such posting / transfer. Such postings / transfers would however ensure continuity of service {and shall not involve any notice of change inthe terms and conditions of your employment, unless advised ctherwise in a specific context or unless agreed mutually 2. You will perform such duties as are assigned to you by the Company from time to time relating to the psition to which you are now appointed and to wihich you may be transferred / deputed / seconded / ‘promoted in future. You shal comply with all reasonable orders of your superiors and attend to your duties ppunetually at such place/places, as may be required atthe relevant time. In addition, you will be governed bby the Company's rules and regulations (and any other administrative arrangements) on matters such as working hours, festival / public holidays, weekly offs and any other facilities / amenities, mode of recording your attendance, safety and security requirements, dress code, personal hygiene, medical fitness, personal identifcation, ete. and operate with due regard to the cultural sensitivities and highest professional standards / ethics, in all your transactions. You shall be governed by and abide by the administrate requirements stipulated by the Company (and /or their associates, etc as may be relevant) appropriate to the context based on factors such as your roe, location/place of posting, etc. Please note that you shall be prepared to undertake shift duties as required by the Company depending on exigencies of work. Company may at their sole discretion, re‘ix / modify your designation, grade and distribution of your remuneration into different components as per designation / grade / compensation structures implemented from time to time. Company/s decisions on all such matters shall be final and binding on you. 10. You are expected to treat any information that you may have knowledge of or have access to during the outs of your association withthe Company concetning the afar ofthe Company as tity confidential at all times. Accordingly, you shall not, ether during the course of your employment hereunder oF thereafter at anytime, without the prior formal consent of the Company, disclose, divulge, or make public, ‘any of the affairs, business plans, ‘iscoveries/inventions’ or secrets of the Company or any processes, accounts, transactions and dealings ofthe Company to any person, fim of Company which ought not to be disclosed, divulged or made publi, whether the same be confined or become known to you in the course for your service or otherwise, nor shall you use or attempt to use any Information which you may acquire in the course of your duties in any way, which may inure or cause loss to or be calculated to injute or cause loss o the Company. You will be required to enter into appropriate formal agreements with the Company at the time of joining the Company’ rolls, on matters concerning ‘secrecy and confdentilty, ‘non compete, ‘non solicitation’ and ‘confit of interest’. You may, from time to time, be requited to execute Page 2 of 6 Document of Appointment Letter ~ Mr. Dhiraj NalawadeAEAANGS further appropriate documentations in this regard. Any formal/official disclosures you are required to make to the appropriate authorities in the course of performance of your normal duties or in the discharge of any obligations of the Company under any relevant law shall however be exempt from the requirements of non disclosure envisaged in this clause, Breach of the spirit of this provision on your part shall render your Services lable for immediate termination and you shal be lable for any other / additional legal action as the Company may deem fit ++ Your appointment and your continuation on the Company's rolls are in good faith and shall be based on the {ala information or any other understanding provided by you during the course of your selection process, ‘including the verbal information provided by you during the interviews / personal discussions. 12, Any data that is not in consonance with the information provided by you shall result in immediate ‘termination of your employment with the Company and you shall indemnify the Company in full, for any losses suffered by the Company. Company reserves the right to make suitable formal and informal checks with your educational institutions, former employers and any other third parties, as the Company may deem appropriate 13, You shall promptly and formally inform the Company regarding any changes to your permanent and contact addresses (including phone numbers and such other appropriate details) and any changes to the data provided by you atthe time of your selection by the Company, 14. Your appointment is subject to a probation period of six months from the date of commencement of ‘employment. You will be considered for confirmation into the Company's permanent rolls at the end of the specified probation period subject to a formal Performance Review process which shall evaluate your Performance record, progress, personal and professional conduct, your potential, ete. A suitable formal letter of confirmation will be issued to you in the event of successful completion of all the requirements by you and the continued availablity of the role / postion (which is now being offered to you) on a permanent basis. Company reserves the option to either relieve you from the rolls or to extend your period of ‘probation in case you have not fulfilled the performance requirements in full, Unless specifically waived by the Company in writing, the probation period would normally stand extended to the extent of the durations ‘of any periods of Leave without Pay, un-authorized absence or periods of un-reasonably long absence. The probation period shall be deemed to have been extended unless formally and specifically advised otherwise by the Company. 415, Subject to the Company's right to terminate this employment in accordance with the provisions specified herein orn accordance with the relevant rules in force atthe time of the event, either party may terminate the employment without having to assign any reason/s, by providing a written minimum notice to the other Party. Duration of such formal minimum notice shal be two month from the date of resignation. Company reserves the option to relieve you from the roll on or before the expiry ofthe said formal minimum notice period on the condition that you will be eligible for payment of salary in respect ofthe un-expired portion of the said formal minimum notice of separation. The company, atts sole discretion, may also agree to relieve you from the ros before the expiry of the stipulated formal minimum notice period on the condition that. you shall pay the amount of salary in respect of the un futilled portion of the formal notice of separation Fayments to either party arising out of the notice period sili be settled through the final settlement process. 16. The age of superannuation (that is, the age of retirement) in our Company is fifty-eight (58) years and ‘accordingly you shall retire from the Company/s services on completion of 58 years of age. The date of your fetirement shall be determined on the basis of your date of birth as formally registered in the Company's records. Your date of birth, as currently entered in the Company's records, is 05" June, 1982, You are ‘required to submit proof of your date of birth, at the time of reporting for duties, You are also advised to formally and immediately inform the undersigned in case the entry regarding your date of birth needs modification. 117. Please note that this offer is subject to: (a) your joining duties in our organization at the location and on or before the date specified hereinbefore; and (b) completion by you of all the joining formalities. This offer Page 3 of 6 Document of Appointment Letter ~ Mr. Dhiraj Nalawadewill stand withdrawn and cancelled with the said date. We request you to confi A checklist of the joining formalities duties is attached to Nout any further notice to you in case you do not report for duties by ™ the date on which you intend to join us, while accepting this offer . and the list of documents to be submitted by you while reporting for 's document once again, for your ready reference and with a request to come ful Prepared for flfiling the joing the formaltios, . 18. Subect to the spit of the different provisions spected herein, the association envisaged herein can be verminated by the Company, without any notice and without any compensation in ieu of such notice, in any of the following events, namely (a) Any act of dishonesty, fraud, disobedience, insubordination, incklity, intemperance, irepularity in attendance or any other misconduct, oF neglect / non-performance / inadequate performance of duties, or incompetence in the discharge of duties on your part; You being adjudged an insolvent or applying to be adjudged an insolvent or making a composition or arrangement with your creditors, or you being held guilty of any offence involving moral turpitude, bya competent court; () (€) Breach or violation on your part, of the spirit of any ofthe terms, conditions or stipulations specified herein, including non-observance by you of the Company's rules and regulations and any other administrative requirements in force; (2) Any data, information or any other understanding provided by you (in writing or otherwise) prior to and at the time of entering into this Agreement being found to be incorrect, inaccurate, ‘inappropriate, misleading, fraudulent, untruthful, malafide, or defective in any other manner; or any relevant data or information having been wilfully and/or fraudulently withheld by you; (e) In case you do not perform your duties to the best of your ablities for any reason, including for reasons such as physical or mental illness/infirmity, instances of unplanned or un-authorited or unduly long absence, oF you fail to resume your duties on expiry of the absence (previously authorized by the Company) orn the event of your total dsabilty 18. Under the general terms and conditions of your employment relationship with this Company, you are not authorized to and must not, at any time: (a) Trade on your own account by pledging the credit of the Company; (&) Even on the Company's account, enter into any transaction of a speculative or gambling nature oF ‘otherwise subject the Company t0 risks, which are beyond its financial capacity to bear; (©) Enter into any commitment, dealing or obligation on behalf of the Company, except to the extent you are for the time being empowered by a resolution of the Board of Directors of the Company, or otherwise specifically authorized by a competent senior functionary of the Company; (6) Accept directly or indirectly any commission, share in profit, presents, gifts or gratuities from any third party dealing with the Company in any mode or form whatsoever; (e) Represent yourself as an authorized representative of the Company, except to the extent of being, specifically and formally authorized to do so; {9 Communicate (through the mode of written format, speech, transmission, electronic or any other format) or in any other manner interact with media (print/electronic or otherwise) or with any other ‘external agencies on behalf ofthe Company, on matters concerning the Company, their associates, etc. save to the extent of performance of any of your statutory / legal obligations for which you are specifically authorized by the Company. 20. You shall not, without the Company's prior and formal consent, publish any book or brochure or article nor ‘communicate concerning any matter relating to any area or activity of the Company, particularly if the contents of the publication fall into the domains of confidentiality, secrecy or against the interests of the Company. On receipt of a formal request from you for such publication, Company will not unreasonably ‘withhold its formal consent. Company's decision regarding the consent shall be final and binding on you. : Page 4 of 6 Document of Appointment Letter ~ Mr. Dhiraj Nalawader ‘weaving the fabric of human potential 21, You shail inform the Cor the Company's interes ‘contemplation or is tak Teh anY without delay of any act of dishonesty, fraud oF cheating oF any damage to sts oF Property that you may come to know of, whether the same is under Ng Place or has already taken place, 2, uring the tenure of his employment and for a period of two years subsequent othe termination of the Srployment, you shallot, without the Company's prior and formal consent direct, indirectly or through ny other means or through a third party, a) soit or offer employment to persons who are or have been {hthe previous sic months, the employees ofthe Company; and (b) soli business from or perfor services {or any direct or indirect customer of the Company or any prospective customer whom you had any contact ‘with oF exposure to any time during the tenure ofthis Appointment Agreement. 23. At the time of your separation from the Company/s employment in any manner whatsoever (including ‘etirement on attaining the age of superannuation or otherwise), you shall comply with all procedures and ‘requirements connected with the separation including the formalities concerning handing over of all Papers, documents, floppies, CDs and any other media of information in any format as well as any other ‘valuables, property and assets, ete. which belong to the Company. You wil also be required to submit _aPpropriate formal undertakings to the Company, covering issues such as confidentiality and secrecy. Final settlement of your dues and issuance of a certificate of employment shall be completed by the Company ‘soon after you have completed these requirements in full 24 You shall indemnify the Company in full and the Company reserves the option to claim any further ‘compensation from you, in case of violation of the spirit of any of the provisions of this letter of offer, Violation of any of the Companys policies in force at the relevant time and any violations of the: ‘expectations ofthe role in which you may operate at the relevant time. On matters not specifically covered by this document of Employment Offer, you shall be governed by the Company's service rules, policies and Practices, which are liable for modification, addition, total or partial withdrawal, suspension / revocation, etc, from time to time. Company/s decisions on all such matters shall be final and binding on you. 25. This formal document of Employment Offer supercedes in all respects, any other ‘correspondence/communications and understanding of any nature between yourself and the Company; ‘and hence any such correspondence, et. shall not have any effect whatsoever, on the terms and conditions cf your employment. ot 26. This document of Employment Offers being isued in two ere ‘one copy being the “Acceptance duly affixing your full signature on the Copy’, Please return the Acceptance Copy to the undersigned, after lost page and your ‘the terms and conditions specified herein. ngs family and we hope that you will have a very long asaEMPLOYMENT AND CONFIDENTIALITY AGREEMENT his Employment and Confidentiality Agreement is made on this 07.09.2015 at Weavings Manpower Solutions Pvt.Ltd BY AND BETWE a) AND @) Weavings Manpower Solutions Private Limited, a company incorporated under the Provisions of the Companies Act, 1956 and having its registered office at Radhakrishna House, 1" Floor, Majiwada Village, Majiwada, Thane (W) -400601 (hereinafter referred to as the WMSPLwhich expression shall unless repugnant to the meaning or context prcteo® be deemed to mean and include its successors and permitted assigns) of the First Part; Mr. Dhiraj Nalawade, a person of Indian origin, presently residing at Thane, (herein after referred to as the Employee) of the Other Part WMSPL and the Employee are collectively referred to as Parties and individually as Party. WHEREAS ) ‘The Employee has been employed with WMSPL as Manager - Payroll and WMSPL and the Employee agree to record the revised terms and conditions of the Employee's employment with WMSPL in this Agreement. NOW THEREFORE IT IS HEREBY AGREED BY AND AMONGST THE PARTIES AS UNDER: 21 22 APPOINTMENT The Employee has been employed with the Company since 07/09/2015 and the terms and conditions of his employment are recorded in this Agreement. The Employee reports to Head — Finance & Legal. The Employee's reporting relationship may undergo a change from time to time as may be determined by WMSPL. JOB TITLE, DUTIES AND RESPONSIBILITIES The Employee's job title/designation is Manager — Payroll. The Employee hereby undertakes and agrees to perform such duties and carry out such functions, as may be assigned/entrusted to him by the Reporting Officer. The Employee’sprimary duties and responsibilities are set out in Schedule I. The Employee's designation and responsibilities may undergo a change from time to time as may be determined by WMSPL. During the currency of this Agreement, the Employee shall devote full working time, attention and energy to the performance of the duties assigned to him. The Employee shall not, whether directly or indirectly, be employed, engeged, concerned or interested in any manner whatsoever in any trade, business or profession other than the business of WMSPLor accept any appointment to any office whether for gain or otherwise without the written consent of WMSPL. Pa23 4 43 7. The Employee acknowledges and agrees that he is not authorized to sign any document and/ ‘or make any ‘al commitment for or on behalf of WMSPL, without obtaining the prior written permission of the Company in this regard.The Employee shall have no authority, implied oF otherwise, to pledge the eredit of WMSPL. In the event WMSPLis held liable for any damage, loss, claim or action arising directly or indirectly from any action of the Employee in violation of this clause, the Employee shall indemnify WMSPLto the maximum extent permissible under the laws for the time being in force in India. PLACE OF WORK The Employee's place of work shall be Thane, The Employee may be required to () relocate to other locations in India of abroad; and/or (ii) undertake such travel in and outside India, \s may be necessary in the interests of WMSPL’s business from time to EMOLUMENTS AND PRIVILEGES. ‘The Employee's annual remuneration including the basic pay, all other allowances and reimbursements payable by WMSPL shall be Rs.6,00,000/- (Rupees Six Lakhs Only). The Total Annual Remuneration shall be structured in accordance with the standard policies of WMSPL, which shall be communicated to the Employee in writing from time to time and shall be subject to deduction of tax at source. The salary payable to the Employee shall be paid monthly in arrears. The detailed break-up of Total Annual Remuneration is set out in Schedule I hereto. The Employee's compensation will be reviewed periodically by WMSPL and the increments will be discretionary and subject to and on basis of effective performance and WMSPL results during the period. ‘The Employee will be eligible for various statutory benefits, including gratuity, in accordance with the relevant laws. HOURS OF WORK ‘The Employee's working hours shall be8 (Eight) hours a day from Monday to Saturday and 2™& 3" Saturdays and Sunday weekly off. Working hours normally begins at 9.30 ‘AMevery day. If necessary, the Employee shall work such additional hours as may be necessary for the Employee to perform his duties effectively and the Employee shall not be ‘entitled to receive any additional remuneration for work done outside his normal hours of work. LEAVE ‘The Employee shall be entitled to leave in accordance with the WMSPL’s policy as amended from time to time. INSURANCE WMSPLmaintains group insurance cover on behalf of its employees, covering Medical Insurance, Accidental Death cover, Life Insurance cover and ‘Travel Insurance (as applicable). Details ofthis cover will be provided separately. Page 2 of 138 84 OWN! HIP OF INTEL /ECTUAL PROPERTY The Employee hereby agrees and acknowledges that all information, inventions and discoveries or any interest in any copyright, patent and/or other property right developed, made or conceived (Intellect others, 1 Property Rights) by the Employee, either alone or with time during his employment with WMSPL and whether or not within working hours, arising out of such employment or pertinent to any field of business or research in which, during such employme ye in or during the Employee's ‘employment with WMSPL, shall vest solely and exclusively with WMSPL The Employee further acknowledges and agrees that the Employee shall have no right, title or interest whatsoever over the Intellectual Property rights referred to in Clause 8.1 above, and/or related intellectual property and shall not be entitled to use or exploit the same in any manner whatsoever. Any and all Intellectual Property Rights which vest with the Employee under law in the course of his employment with WMSPLare hereby deemed to have been assigned and transferred in perpetuity to WMSPLfor valid and adequate consideration. It is understood that all Intellectual Property Rights created by the Employee in the course of his employment shall be "work for hire", To the extent that any Intellectual Property Rights not vesting with WMSPLin accordance with the provisions of Clause 8.1 and 8.2 above, the Employee hereby irrevocably assigns to WMSPL, all his rights, title and interest with respect to the Intellectual Property Rights developed, made or conceived of by the Employee, either alone or with others, at any time during his employment with WMSPL and whether or not within working hours, arising out of such employment or pertinent to any field of business or research in which, during such employment, WMSPL is engaged in or during the Employee’s employment with WMSPL. The Employee agrees that such assignment shall be perpetual, worldwide and royalty free The Employee agrees that notwithstanding the provisions of Section 19(4) of the Copyright Act, 1957, such assignment in so far as it relates to copyrightable material shall not lapse nor the rights transferred therein revert to the Employee, even if WMSPL does not exercise the rights under the assignment within a period of one year from the date of assignment. The Employee acknowledges and agrees that he shall waive any right to and shall not raise any objection or claims to the Copyright Board with respect to the assignment, pursuant to Section 19A of the Copyright Act, 1957. The Employee shall assist and cooperate with WMSPL in perfecting WMSPL‘s rights in the Intellectual Properties. The Employee shall, whenever requested so to do by WMSPL whether during or after the termination of his employment hereunder, at the cost of WMSPL execute and sign any and all applications, assignments and other instruments which WMSPL may deem necessary or advisable in order to apply for and to obtain letters, patent, design, registration or other forms of protection for the aforesaid improvements, inventions and discoveries in such countries as WMSPL may direct and to vest in WMSPL the whole, right, title and interest therein. Page 3 of 139 cc Th (a) ) © ONFIDE TALITY '¢ Employee agrees and undertakes that The Employee shall not during the thereafter, divulge to any third ps for his own purpos term of his employment with WMSPI. or any time y, directly or indirectly, or modify or make use of e or for any other purpose other than of WMSPL any trade secret ot Confidential Information [defined in Clause 9 (b)Jconcemning the business of WMSPL or any of its operations, organization, property, processes, finances, dealings, transactions and affairs or any information concerning any of its suppliers, agents, distributors or customers which he possesses or comes to possess while in the employment of WMSPL or which he may make or discover while in the service of WMSPL and that he shall also use his best endeavors to prevent any other person from doing so, His confidentially obligations hereunder shall continue with full legal effect notwithstanding the termination of his employment for whatsoever reason. Confidential Information includes, but is not limited to any information and data regarding the business of WMSPL, including its affiliates, subsidiaries, their respective employees, discoveries, patents, trade secrets, ideas, concepts not reduced to any material form, know-how, techniques, products and services, any technical designs or drawings, functional documentation, methods, systems, business or marketing plans, marketing methods and strategies, arrangement with third parties, customer information and customer information proprietary to customers, formulac, customer names and other information related to customers, price lists, pricing policies, financial information, costs, computer source and object code and computer Programs or programming techniques; and all record bearing media containing or disclosing such information and techniques which are disclosed pursuant to this Agreement or otherwise, and any other information which is disclosed by WMSPL to the Employee, or which the Employee obtains or gathers for carrying out the job for which he is appointed or otherwise whether marked or not marked specifically as "Confidential", whether in writing or verbal (Confidential Information). All the information disclosed by WMSPL or obtained by the Employee shall be considered valuable trade secrets, owned by WMSPL. WMSPL retains all right, title and interest in such information which is the property of WMSPL. Confidential Information however does not include information: @ which is or becomes part of the public domain otherwise than as a breach of this Agreement; and (i) which was in the Employee's possession prior to commencement of ‘employment with WMSPLor its related bodies corporate and was not obtained as a result of any breach of a confidentiality obligation. ‘The Employee shall, at the request of WMSPL, retum all documents and information (in any form), or where WMSPL directs to the Employee for destruction of such information, certify in writing to WMSPL as to the destruction of (without retaining any copy), all Confidential Information (and copies and extracts thereof) furnished to, or created by or on behalf of Employee. Page 4 of 13AEAINGS 10. PROTECTION TO BUSIN} 10.1 Non-Competition The Employee agrees that the Employee will not, during the duration of his employment under this Agreement promote himself or enter into employment or partnership ot association with any organization that either is or has plans to enter into such businesses that will compete with the business and activities of WMSPL 10.2 Non-Solicitation During the period of employment and for a period of 6 (Six) monthsfollowing the date of cessation of employment for any reason (whether due to resignation, retirement or otherwise) the Employee shall not directly or indirectly, (i) solicit, encourage, or induce of attempt to solicit, encourage, or induce any (A) employee, marketing agent, contractor, or consultant of WMSPLio terminate his employment, agency, or consultancy with WMSPL or any (B) prospective employee or contractor with whom WMSPL has had discussions or negotiations within one year prior to Employee's cessation of employment, not to establish a relationship with WMSPL, (ii) induce or attempt to induce any current customer to terminate its relationship with WMSPL, or (iii) induce any potential customer with whom WMSPL has had discussions or negotiations within one yearprior to Employee's cessation of employment not to establish a relationship with WMSPL,for the purpose of offering such clients and contractors any products or services which are the same as or substantially similar to, or in competition with, the products or services sold by WMSPL and for the purpose of offering such employees employment outside WMSPL, its related, holdings and subsidiaries (if any). ll. REPRESENTATIONS AND WARRANTIES ‘The Employee hereby represents warrants and undertakes that: (2) The Employee has carefully read and fully understands all the provisions of this Agreement and its Schedules and has asked and received explanations to any of his queries and that he considers the Agreement to be fair and reasonable and that he agrees to be bound by each of the terms and conditions contained herein. (©) The execution of this Agreement by him with WMSPL will not result in breach of any terms and conditions of any agreements or arrangements or infringe any statutory, contractual or other rights of any third parties, or constitute default under the laws of India or violate any applicable rule, regulation or law of any government or any order, judgment or decree of any court or government body. (©) The Employee has not been convicted of any offence by any court of law and is not a party to any proceedings pending before or likely to be initiated before or by any ‘court, tribunal, government agency or similar statutory body. Page $ of 13AEAANGS- ving the fabric of human potential 12, 13. 4 oye shall at all times hereafter indemnify and keep WMSPL fully indemnified against all claims, demands, actions, proceedings, losses, damages, costs, charges, expenses, interests and disbursements of any nature whatsoever which WMSPL may pay of incur or ‘suffer or sustain of be liable to pay oF incur oF suffer oF sustain as a result or consequence, direct oF indirect, of any untrue, incorrect and/or misleading representations herein made by the Employee or of any breach by the Employee of the provisions hereof. EXPENSES: ‘The Employee is authorized to ineur reasonable and necessary expenses in business related travels, lodging and other expenses in the performance of his duties under this Agreement, provided stich expenses are substantiated, WMSPL shall pay or reimburse such expenses to the extent the Employee submits vouchers or other documentation in accordance with WMSPLspoticy. No personal expenses of the Employee shall be borne or reimbursed by WMsPL, DEDUCTIONS. ‘The Employee agrees and acknowledges that WMSPL may, subject to applicable laws, at any time during the term of employment or cessation thereof, deduct from the Employee's salary, or final settlement, any amounts owed by the Employee, including but not limited to, any outstanding loans, advances, overpayments or costs incurred by WMSPL due to any wilful ‘damage or loss to WMSPL property, ete. caused by the Employee. SECURITY & EMPLOYEE SURVEILLANCE, ‘The Employee agrees and understands that WMSPL may use various modes to ensure that the internet, email facilities and other communication systems provided by WMSPL are used in ‘an appropriate manner. ‘These may include the scanning, reading, inspection, scrutiny of ‘emails sent and received and web sites visited or created by the Employee. The Employee ‘acknowledges that he does not have any expectation of privacy when using WMSPL’s resources. WMSPL also reserves the right to monitor its employees using various security measures including but not limited to closed circuit television systems. These may be installed in WMSPL’s premises overtly or covertly to ensure that the employees do not participate or propagate any such activities detrimental or derogatory to its business interests and discipline.@ TERM AND TERMINATION Term The Parties acknowlex mh ‘dge that the Employee's employ COSTS a he Employee's employment with WMSPI has commenced on Continue until terminated in accordance with this clause. Termination ‘Termination with immediate effect Notwithstanding anything contained in this Agreement, WMSPL may terminate the employment contemplated under this Agreement at any time without notice or payment in hieu of notice, for cause including but not limited to: (habitual neglect of work or gross or habitual negligence in performance of the Employee's duties; repeated failure to comply with lawful directions of WMSPL and its officers; breach of the terms of this Agreement and breach of representations and warranties contained herein; (iv) unethical business conduct; () breach of any statutory duty or for any act or omission adversely affecting the goodwill, reputation, eredit, operations or business of WMSPL; (vi) habitual absence without leave or absence without leave for a period exceeding 8workings days; (vii) fraud, misappropriation or dishonesty in respect of WMSPL’s property or business; (viii) commission of any act not in conformity with discipline or good behaviour or acceptance of illegal gratification; (x) unauthorised disclosure of any Confidential Information of WMSPL. () commission of any conduct which in the opinion of WMSPL brings the Employee or WMSPL into disrepute; (xi) _ display of aggressive behaviour, or commission of any physical act of abuse, assault or violence against others; (xii) unfit for work due to the influence of alcohol or drugs; (xiii) commission any act of dishonesty including but not limited to theft or cheating; (xiv) the Employee is convicted of any criminal offence punishable with imprisonment or involving fraud, corruption, bribery or embezzlement; (xv) _ the Employee becomes bankrupt or makes any arrangement or composition with his creditors generally; (xvi) failure to properly perform duties and responsibilities. These duties and responsibilities are typically communicated via the Employee's target setting, job description or from the Employee's direct reporting manager, in accordance with WMSPL's performance management philosophy and practice; or (xvii) violation of any of WMSPL's Safety Rules & Regulations and Code of Ethics (if applicable). Page 7 of 13,the fabric of human potential () te) @ 18, 18.1 Voluntary Resignation The Employee may voluntarit a prior written notice of 2 ( waive all or part of the notice resignation would have to communicate its acceptance within 15 days of receipt of th 'y resign from employment with WMSPL at any time on giving Two) months to WMSPL, WMSPL may at its sole discretion oF allow the Employee to pay salary in liew ofthe notice. Any bbe accepted by WMSPI to become effective. WMSPL shall (along with conditions, if any) or rejection of the resignation he resignation from the Employee, Termination for ill-health If the Employee, at any time, is prevented from ill-health or accident or any physical or ‘mental disability from performing his duties hereunder, he shall inform WMSPL and supply it with such details as it may be required and if he is unable by reason of ill-health or accident or disability, for a period of (i) 90 consecutive calendar days or more or (ii) 120 calendar days ‘ut of any consecutive 12 month period or more to perform his duties hereunder, WMSPL ‘may forthwith terminate this Agreement. ‘Termination without Cause Notwithstanding anything to the contrary herein contained, WMSPL shall be entitled to terminate the employment under this Agreement at any time by giving the Employee 2(Two) months’ notice (or payment of wages in lieu thereof). In the event of termination by WMSPL under this clause 17.2 (Wor in case ofa resignation by the Employee as per clause 17.2 (b), WMSPL may require the Employee to absent himself from its premises on garden leave and not participate in the working of WMSPL during the ‘unexpired portion of the notice period. CONSEQUENCES UPON TERMINATION Upon termination of the Employee's employment with WMSPL for any reason whatsoever, the Employee shall, not later than the date of termination: (@) Handover the charge of his duties to such person as may be nominated by WMSPL in that behalf; (b) Surrender to the management of WMSPL or any other person/s nominated / ‘authorized by it, all originals and/or copies (whether in printed or electronic form) of business documents, legal documents, files, databases, blueprints, plans, projections, forecasts, charts, lists, reproductions or any data, tables, calculations, diaries, notes or books and correspondences or any other property, assets, monies or belongings of WMSPL or any subsidiary, associate, ‘branch office of WMSPL_Tasorate fab of human potential 18.2 19. 2. It may be noted that except Employee, no severance the termination of his em may be expressly agreed in writing by WMSPL and the Compensation of any nature shall be payable to the Employee upon ployment with WMSPL, RETIREMENT The age of WMSPL’s sei irement in WMSPL is 60years and accordingly the Employee shall retire from "vices on completion of 60years of age. The date of the Employce’s retirement shall be determined on the basis of his date of birth a6 formally registered in WMSPL's tecords. Employee's date of birth, as currently entered in WMSPL's records is 05/06/1982. Employee is required to submit proof of his date of birth, at the time of reporting for duties. Employee is also advised to formally and immediately inform the undersigned in case the ‘entry regarding his date of birth needs modification, CORPORATE RULES, REGULATIONS AND COMPLIANCE WITH POLICIES, CODE OF CONDUCT, ETC In addition to the terms and conditions of employment as contained in this Agreement, the Employee shall also observe and comply with and shall be bound by any rules, regulations, ‘work disciplines, policies and procedures either prevalent at the time of his employment or as revised or framed by WMSPL from time to time for observance and compliance by its ‘employees. ‘Situations that have not been envisaged could arise. Therefore, WMSPL reserves the right to modify, revoke, suspend, terminate or change in whole or in part, at any time, with or without notice any information in relation to these terms. WMSPL may amend its policies including its code of conduct for employees from time to time and you are encouraged to keep yourself updated by checking the code of conduct or such other policies as may be set by WMSPL_ periodically NOTICES All notices or other communications required or permitted to be delivered or given hereunder ‘shall be in writing and shall be delivered by hand or sent by cable or telecopy, ‘or sent, postage prepaid, by registered, certified or express or reputable courier service and shall be deemed delivered or given when so delivered by telexed, cabled or telecopied, or if mailed, 10 days after mailing as follows: aa Sot aie If to WMSPL, at: Radhakrishna House, 1" Floor, M Thane (W) - 400601the fabric of human potential 22 23, 231 232 234 DISPUTE RESOLUTION AND GOVERNING LAW This ent This Agreement shall be governed and construed exclusively in accordance with the laws of India and the courts at Mun c mibai, India shall i Pertaining to this Agreement “Ce ket aaa MIS LANEOUS Specific Performance and Injunctive Retief ‘The Parties hereby acknowledge and agree that (a) WMSPL will be irreparably injured in the event of a breach by the Employee of any of his obligations under Clauses 8, 9.10 and {thereof (b) monetary damages will not be an adequate remedy for any such breach; (c) WMSPLwill be entitled to injunctive relief, in addition to any other remedies that it may have, in the event of any such breach; and (d) the existence of any claims that the Employee may have against WMSPL, whether under this Agreement or otherwise, will not be a defense to the enforcement by WMSPL of any of its rights under Clauses 8, 9, 10 and I Thereof. WMSPLs rights to specific enforcement, injunctive relief and other remedies as set forth herein shall apply in the event of any breach or threatened breach by the Employee of any of the provisions of Clauses 8, 9, 10 and I Thereof, Reservation of Rights No forbearance, indulgence, relaxation or inaction by WMSPL at any time, to require performance of any of the provisions of this Agreement shall, in any way, affect, diminish or Prejudice its right to require performance of that provision ata later point in time. Partial Invalidity If any provision of this Agreement is held to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected and each provision of this Agreement shall be and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision which is valid and enforceable ‘and most nearly reflects the original intent of the unenforceable provision. ‘Non-disparagement Employee shall refrain from making any adverse written or oral statement or taking any action, directly or indirectly, which the Employee knows or reasonably should know to be disparaging or negative concerning WMSPLpublicly or otherwise. Employee also shall refrain from suggesting to anyone that any written or oral statements be made which the Employee knows or reasonably should know to be disparaging or negative conceming WMSPL, or from urging or influencing any person to make any such statement, This ‘covenant shall apply