TVS Interconnect Systems Limited

No 65/2, B Block, 6th Floor,

Bagmane Laurel, Bagmane Tech Park,
CV Raman Nagar, Bangalroe -560093

Email: tvsblr@tvsics.com
Website: www.tvsics.com

TVS GROUP

TVSICS/HR/RT/20090826/08

26th August 2009

Mr. ASHUTHOSH SHARMA,

H. NO.-10/548
Kayasthan,
Distt: Saharanpur (247001)

Dear Mr.. ASHUTHOSH SHARMA

Sub: Engagement as OPTIMIZATION ENGINEER - CHANDIGARH

Ref: Our discussions

Referring above, you have represented to us that you have the contacts, ability, resources and professional competence to co-
ordinate the efforts with regard to and provide professional guidence to the Management of TVS Interconnect Systems
Limited (TVSICS) with regard to all matters related to Competency building through Project Management. In providing the
Services, you will exercise the degree of professional competence, care, skill, diligence and prudence as is normally
exercised by a Professional in this field. You have agreed to conduct yourself at all times for the benefit of TVSICS and
never knowingly take any action inconsistent with the best interest of TVSICS.

Relying on such representations and pursuant to discussions with you we are pleased to engage your services as Consultant
for the aforesaid purposes with a view to facilitate Project activities as per following terms and conditions.

1. Scope of understanding

You will use your best efforts to develop and implement suitable systems and procedures required by TVSICS to provide
support to the team.

Such works will be undertaken by you initially for a period of one year. The progress will be reviewed by the Management
team every quarter (three months). If Management team considers, after such time as it may consider appropriate, such work
under this arrangement has been satisfactory and successful, TVSICS may, in its sole and absolute discretion, decide to
extend the tenure of this Arrangement or utilize similar work of the in other areas.

2. Consideration

a) In consideration of the services rendered, you shall be paid a monthly retainer amount of Rs. 32200/-
(Rupees
THIRTY TWO THOUSAND TWO HUNDRED ONLY), which is exclusive of service tax as applicable and
will be on pro-rata basis for durations of absence. TDS shall be deducted as applicable. You will not be eligible for any
other statutory benefits during the consultancy period. You will invoice TVSICS at the end of every month for Services
rendered and such invoice will detail the nature of the Services performed.
Registered Office 7B West Veli Street Fax (0452)2341587 Madurai 625 001
 b) If the necessity arises to travel on TVSICS related work, you shall be eligible for travel claims (travel, boarding &
lodging) as applicable for Grade 10 in the company’s travel policy. However, before proceeding on such travel, you
shall take written approval from

c) You will be reimbursed for the expenses related with your mobile phone rentals and official calls made for business
purpose, not exceeding Rs.1500/- per month, subject to production of bills.

3. Obligations of TVSICS

TVSICS shall arrange all that documents, brochures, equipments and other information etc., as considered necessary by it to
enable you to discharge your work. On terms to be agreed upon, and all queries raised by conslutant on business aspect,
TVSICS shall promptly deal with it.

4. Obligations of Consultant

You shall undertake all obligations, works and services as herein provided, with all due diligence and with a view to
achieving maximum productivity. The initial assignment will be at Bangalore. The below mentioned are some of the specific
obligations that are expected out of you:

1. Reporting to CFO
2. Taking up responsibility of preparing the schedules relating to payroll and AS – 15 compliance
3. Taking up the responsibility of preparing the final accounting of smaller group companies. Etc.
4. Planning for migrating to new ERP in association with the IS department.
5. Any other work given to you in connection with account closing.

5. Term

The term of this Arrangement will be from 1ST JULY 2009 TO 30TH JUNE 2010 subject to the provisions on
termination. This Arrangement can only be renewed with the written consent of both parties.

6. Termination

a) This Arrangement can be terminated by either party by giving the other party thirty (30) days prior
written notice. You will be paid only for Services rendered and expenses incurred prior to the date this
Arrangement is terminated. You will, upon termination or expiration of this Arrangement, promptly
return to TVSICS all information, furnished to the Project Activities by TVSICS and will not make or
retain any copies or excerpts of such information or materials.
b)
TVS Interconnect Systems Limited

No 65/2, B Block, 6th Floor,

Bagmane Laurel, Bagmane Tech Park,
CV Raman Nagar, Bangalroe -560093

Email: tvsblr@tvsics.com
Website: www.tvsics.com

TVS GROUP

b) During the review with the Management team, which will be done every quarter, if Management team considers,
after such deliberations as it may consider appropriate, such work under this arrangement has been unsatisfactory
and unsuccessful, TVSICS may, in its sole and absolute discretion, terminate this Arrangement as per clause 6 (a).

c) In the event that, in the opinion of TVSICS, the Consultant is in default of any of its obligations or undertakings, or
acts in a manner detrimental to the interests of TVSICS, or is ineffective, this Arrangement may be terminated by
TVSICS forthwith, without further obligation other than to pay to the Consultant any amounts that may have
already accrued to the Consultant.

7. Confidentiality

All information whatsoever pertaining to TVSICS, its employees, customers, business, activities, products, plans etc. which
comes into the possession of the Consultant and/ or any of its personnel, employees, agents, representatives or any others
who obtain the through the Consultant or
same on account of the arrangement herein contemplated, in connection with
this Arrangement
and its implementation will be deemed to be confidential and shall not be divulged to any parties who
have no need to know the same, save to the extent specifically permitted in advance and in writing by TVSICS. The
Consultant shall be fully responsible to take all steps required to ensure such confidentiality, including but not limited to,
the execution of appropriate Arrangements by various parties, taking action for any breach thereof etc.

8. Indemnity

The Consultant hereby indemnifies and shall keep indemnified, TVSICS and its directors, officers, employees, agents and
customers, from and against any claims, demands, losses, damages or other consequences whatsoever, arising from or on
account of the Consultant's conduct or any acts or omissions of the Consultant or any personnel hired, employed or
authorized by the Consultant in relation to this arrangement or any breach of any of the terms and conditions of this
Arrangement, including from any consequences that may arise out of any act, omission, dishonesty, negligence or
misconduct on his part, whether willful or not and in any matter which the Consultant failed to suitably advise TVSICS or
to take appropriate actions as required.

9. Independent contractor

The Consultant will, for all purposes, be deemed to be an independent Consultant, contracting with TVSICS on a
principal-to-principal basis. No employment is created by virtue of this Arrangement between TVSICS and the Consultant
or any of his employees, agents or representatives and nothing contained in this Arrangement is intended to or will result
in either party becoming or being treated as a representative, agent or partner of the other.
Registered Office 7B West Veli Street Fax (0452)2341587 Madurai 625 001
10. Arbitration

The relationship between the parties, arrangement herein provided and all disputes between the parties will, for all purposes,
be governed by and interpreted in accordance with the laws of India and any disputes whatsoever between the parties, which
cannot be settled mutually, shall be finally settled by arbitration in Bangalore under and in accordance with the provisions of
the Arbitration and Conciliation Act, 1996.
11. You will report at 9:30 am on the joining date to:

For TVS Interconnect Systems Limited

Authorised Signatory

ACKNOWLEDGEMENT & ACCEPTANCE

I have read and understood the above terms and conditions and agree to accept the same

SIGNATURE :

NAME :

DATE :