ASHIRVAD CONSULTANCY SERVICES

AGREEMENT FOR RECRUITMENT SERVICES

This Agreement for Recruitment Services (“Agreement” for reference

hereinafter) is executed on this 20th day of June, 2019 at Bangalore.

BETWEEN:

M/s. Ashirvad Consultancy Services (PAN:CRBPG9980M) a company Formatted: No underline

incorporated under Shop & Establishment Act 1948 having its Office at No 474 1st Formatted: No underline
Formatted: No underline
Floor 2nd Stage KHB Colony Agrahara Dasarahalli Bangalore : 560079 (hereinafter
Formatted: No underline
referred to as “Ashirvad Consultancy Services”, which expression shall unless
Formatted: No underline
expressly excluded or repugnant to the subject or context means and includes, its
successors and permitted assignees) represented by its Authorised Signatory,
Proprietor, Mr .Govinde Gowda K L of the One Part; Formatted: No underline

AND

M/s. SICAL LOGISTICS LTD. (PAN: AAACS3789B), a company incorporated

under the Companies Act, 1913, having its Registered Office at South India House,
No. 73, Armenian Street, Post Box No. 113, Chennai- 600001 and Corporate Office
at 23/2, Coffee Day Square, Vittal Mallya Road, Bangalore – 560001 (hereinafter
referred to as “SICAL”, which expression shall unless expressly excluded or
repugnant to the subject or context means and includes its successors, permitted
assignees, associate companies and affiliates)represented by its Vice President –
Human Resources, Mr. Anand Mohan Jha of the Other Part.

Ashirvad Consultancy Services and SICAL are individually referred to as

“Party” and collectively as “Parties” in this Agreement.

RECITALS:

WHEREAS, [Ashirvad Consultancy Services ] is an HR services firm engaged in

rendering recruiting services such as recruitment of professionals at various levels

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 for its clients. [Ashirvad Consultancy Services ] specializes in head hunting, social
media recruitment, internet based searching of prospective candidates based on
job descriptions provided by its Clients. [Ashirvad Consultancy Services]
represents that it has a large database of candidates from across various functions
with specializations in Finance, IT, Sales & Marketing, Engineering, Logistics,
Manufacturing, Construction and Automotives, and caters to various other
industries all over India.

WHEREAS [Ashirvad Consultancy Services] offers that apart from providing

customised services to its valued clientele, excellent cataloguing of its database
and its trained recruiters are the key to [Ashirvad Consultancy Services] high
success rate.

WHEREAS SICAL is engaged in the business of providing integrated multimodal

logistics and warehousing services, stevedoring services, mining services
(including works such as surface mining, extraction of coal, transportation of
overburden/ores/minerals, etc.) to its clients. SICAL, for the purposes of its
business (i.e. for offering effective and efficient services to its clients, through its
team of skilled/trained professionals/personnel) requires the services of
[Ashirvad Consultancy Services] for selection and placement of right and efficient
personnel for its relevant job positions across India and across various sectors,
from time to time during the term of this Agreement.

AND WHEREAS, [Ashirvad Consultancy Services] having the requisite

expertise, experience and required manpower has agreed to offer the said services
to SICAL for valuable consideration as mentioned in this Agreement.

NOW THEREFORE INTENDING TO BE LEGALLY BOUND THE PARTIES

TO THIS AGREEMENT AGREE AS FOLLOWS:

I. Scope

[Ashirvad Consultancy Services] agrees to provide recruiting services to

SICAL as per this Agreement, which shall include locating and placing apt and
efficient candidates for various job roles designated by SICAL across India.

For rendering recruiting services under this Agreement, [Ashirvad

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 Consultancy Services] shall follow its standard hiring process that involves:
a) Sourcing Resumes from various databases;
b) Conducting Initial Screening;
c) Scheduling Interviews of shortlisted candidates with SICAL;
d) Co-ordination for various levels of interview; etc.

However, the afore mentioned hiring process may be customized by [Ashirvad

Consultancy Services ] from time to time as per the requirements of SICAL.

II. Commencement and Duration

The Agreement shall commence on 20th of June 2019 and shall continue until
it is terminated by either Party (“Term”). However, the Parties may, after expiry of
the initial term extend or renew this Agreement for a further period subject to mutual
discussions without any revision or escalation rates agreed herein.

III. Consideration and Payments

a) [Ashirvad Consultancy Services ] will charge a placement fee (hereinafter

referred to as “fee”) which shall be 8.33% of the annual CTC of the
selected/hired candidate.

b) The mentioned rates are exclusive of GST as per prevalent norms per invoicing
amount as well as performance bonus, retention bonus, PF, Medical Insurance
or ESI, etc.

c) Once a candidate introduced by [Ashirvad Consultancy Services ] has been

hired, [Ashirvad Consultancy Services ] will raise an invoice/bill against
SICAL and shall furnish all relevant details as may be required by SICAL. All
payments by SICAL shall be made within a period of Thirty (30) Days from
the date of submission of invoice/s, for Services rendered by [Ashirvad
Consultancy Services ] under this Agreement.

d) All Payments are to be made by way of Cheque or NEFT in favour of [Ashirvad

Consultancy Services ].

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IV. Covenants and Representations of [Ashirvad Consultancy Services ]

a) [Ashirvad Consultancy Services ] represents that it is a legal entity registered

under Indian Laws and has obtained all licenses and registrations necessary
for running the business of a recruitment agency and performing its obligations
under this Agreement and further undertakes to keep the same valid through
the term of this Agreement.

b) [Ashirvad Consultancy Services ] will provide placement services to SICAL

with the highest level of commitment and professionalism, in response to
SICAL’s specific requirements and job profiles as communicated by SICAL
from time to time.

b)
c) [Ashirvad Consultancy Services ] shall be responsible for all the candidates
provided by it, until such candidates are on board with SICAL.

d) [Ashirvad Consultancy Services ] agrees to carry out a qualitative pre-

screening process for all the candidates, before they are scheduled for
interview/s with SICAL.

e) [Ashirvad Consultancy Services ] shall source the talent from its exhaustive
database and/or any other available database/s. All candidates shall be
screened for technical and communicational skill/s, educational
background(s)/ sand previous job history/ies, following which their
availability will be ascertained by [Ashirvad Consultancy Services ] before
introducing such candidate/s to SICAL. In case of duplication of any resume,
SICAL will have the authority to take the final decision of the candidature on
‘first received’ basis.

f) [Ashirvad Consultancy Services ] shall also obtain work references &

supporting documents from the successful candidates and shall also conduct
reference checks for all selected candidates without any additional cost.

g) In the event a selected candidate voluntarily resigns or leaves the employment

of SICAL or terminated due to misconduct or integrity issues, within a period
of ninety (90) days from the date of commencement of employment, [Ashirvad

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 Consultancy Services ]shall provide a free replacement for such a candidate
within a mutually agreed time frame. .

h) In the event, any of the prospective/selected candidates is:

a. Proven not be legally allowed to work; or
b. Has falsified references or otherwise misrepresented any fact; or
c. Does not accept the offer within the specified timeline

Such candidate shall be blacklisted by [Ashirvad Consultancy Services ] and

in case such a candidate has already been selected by SICAL, [Ashirvad
Consultancy Services ] shall forthwith notify SICAL about the referenced
circumstances and provide a free replacement, if so desired by SICAL within
a mutually accepted time frame.

i) However, in the event [Ashirvad Consultancy Services ] is unable to find and

provide a suitable replacement to SICAL in any of the above referenced
circumstances, i.e., under Clauses IV (g) and (h), SICAL may adjust the invoice
amount if already paid, against any future closure/s. Further in such event,
[Ashirvad Consultancy Services ] agrees that CTC of the replaced candidate
will form the basis for invoicing, in the event of any difference with earlier
invoicing amount.

j) [Ashirvad Consultancy Services ] agrees not to recruit any serving employee

of SICAL from any of its office/s for any of its other clients.

k) [Ashirvad Consultancy Services ] shall comply with all applicable Laws and
shall be solely be responsible for any deviation/non-compliance thereof.

V. Covenants of SICAL:

a) In order to enable [Ashirvad Consultancy Services ] to locate suitable

candidates SICAL shall promptly provide the following information to
[Ashirvad Consultancy Services ]:

i. A detailed description of the position with the salary, benefits, conditions of

employment, place of work and any other relevant considerations.

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 ii. A detailed description of the desired applicant.

iii. A copy of the human resources (HR) policy, if any.

b) SICAL shall comply with all applicable Indian Laws.

VI. Indemnification

Both the Parties shall indemnify and hold harmless the other with respect to
any damages, claims, losses, obligations, liabilities, taxes, interests, fines,
penalties and reasonable costs and expenses, including reasonable legal fees
(“the Losses”) arising due to the default of the respective (indemnifying) Party.

IN NO EVENT SHALL SICAL BE LIABLE FOR ANY INCIDENTAL,

SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES
BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY,
NEGLIGENCE, EQUITABLE PRINCIPLE OR OTHERWISE, EVEN IF SICAL
HAS BEEN ADVISED OF, OR SHOULD HAVE KNOWN OF, THE
POSSIBILITY OF SUCH DAMAGES.

VII. Relationship

The relationship between [Ashirvad Consultancy Services] and SICAL shall

be on the basis of Principal-to-Principal. This Agreement does not create an
agency, employer-employee relationship, partnership, joint venture, etc.
between the Parties.

VIII. Data Protection And Confidentiality

a) [Ashirvad Consultancy Services ] warrants that they shall keep confidential

all documents including CVs, job descriptions, selection procedures, etc.
shared between the Parties during the term of this Agreement and shall limit
such disclosure only to concerned employees of [Ashirvad Consultancy
Services].

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 b) [Ashirvad Consultancy Services] warrants that they will comply with all
obligations under the applicable data protection laws and requirements under
relevant Indian laws arising from, in connection with, or related to the
Confidential Information and the services.

c) The Confidentiality obligations of this Clause shall continue after the

termination of the Agreement and shall survive as long as the confidential
nature of the information is maintained.

IX. Dispute Resolution

a) Any dispute arising between the Parties shall be settled amicably between the
Parties. In case the Parties are unable to reach a mutual consensus, then the
Parties shall be at liberty to approach the jurisdictional courts as agreed in
clause XII (b) below.

b) the dispute shall be referred to Arbitration in accordance with Arbitration and

Conciliation Act, 1996 or as it may be amended from time to time. The place
of arbitration shall be Bangalore.

X. Force Majeure

a) The Parties shall not be liable for any failure to perform any of its obligations
under this Agreement if the performance is prevented, hindered or delayed
by a Force Majeure event (defined below) and in such case its obligations shall
be suspended for so long as the Force Majeure Event continues. Each Partyshall
promptly inform the other of the existence of a Force Majeure Event and shall
consult together to find a mutually acceptable solution.

b) “Force Majeure Event” means any event due to any cause beyond the
reasonable control of the Parties, including, without limitation, unavailability
of any communication system, sabotage, fire, flood, explosion, acts of God,
civil commotion, riots, insurrection, act of terrorism, war or acts of
government.

XI. Termination

a) This Agreement may be terminated by either Party by giving a notice of Two

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 (02) Months’ in writing to the other Party. During the notice period, be it
initiated by either Party, [Ashirvad Consultancy Services] shall continue to
render services under this Agreement, till the end of the notice period and shall
hand over all the documents/records maintained by them during the term of
this Agreement.

b) SICAL may forthwith terminate this Agreement without any notice in the
following circumstances:

i. [ASHIRVAD CONSULTANCY SERVICES ] goes into liquidation, or a

winding up order is made against it, or it suffers the appointment of a
receiver, trustee or similar officer of the whole or part of its business or
assets, or it files a petition seeking reorganization, composition or a similar
relief, or it takes any action under any law regarding insolvency; or

ii. The representations and warranties made by [ASHIRVAD

CONSULTANCY SERVICES ] are false or misleading; or

iii. [ASHIRVAD CONSULTANCY SERVICES ] is in violation of any

applicable Laws; or

iv. [ASHIRVAD CONSULTANCY SERVICES] is in breach of its obligations

under this Agreement and has failed to cure such breach within a period
of fifteen (15) days, despite cure notice given by SICAL.

XII. Jurisdiction

a) This Agreement shall be construed and governed for all purposes in

accordance with the laws of India.
b) It is specifically agreed between the Parties that the Courts in Bangalore alone
will have exclusive jurisdiction to try any disputes that may arise between the
Parties under this Agreement.

XIII. Waiver

Failure of any of the Parties to require performance of any provision of this

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 Agreement shall not affect such Party’s right to full performance thereof at any
time thereafter and any waiver by any of the Parties of a breach of any
provision hereof shall not constitute a waiver of a similar breach in the future
or of any other breach.

XIV. Severability

The invalidity or non-enforceability of any of the provisions of this Agreement

shall not affect the validity or enforceability of the other terms and conditions
of this Agreement.

XV. Notices

Any notice/s or other information required or authorized by this Agreement

to be given by either Party to the other may be given by hand or sent (by first
class pre-paid post, telex, cable, facsimile transmission or comparable means of
communication) to the other Party at the following address:

FOR [ASHIRVAD CONSULTANCY SERVICES ]

Name: Govinde Gowda K L

Designation: Proprietor
Address: No 474 1st Floor 2nd Stage KHB Colony Agrahara Dasarahalli
Bangalore : 560079
Telephone: 9743119623
E-mail: ashirvadconsultancyservices1@gmail.com

FOR SICAL LOGISTICS LIMITED

Name: Mr. Anand Mohan Jha

Designation: Vice President – Human Resources
Address: No. 23/2, Coffee day Square, VittalMallya Road, Bangalore –
560 001
Telephone: +91-80-33402356
E-mail: anand.jha@sical.com

XVI. Amendment

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 In case both the Parties on mutual consultation and consideration agree to
change/modify/alter any of the terms of this Agreement, then the same shall
be carried out by virtue of executing an Amendment Agreement, which shall,
subject to the changes made therein, be part of this Agreement.

XVII. Execution

This Agreement shall be executed in one (01) set, the original being retained
by SICAL.

IN WITNESS WHEREOF, the Parties have executed this Agreement through

their Authorised Representatives as of the date first written above.

WITNESSES:

For M/s. [ASHIRVAD CONSULTANCY SERVICES ]

1.

Authorised Signatory

Govind Gowda

For M/s. SICAL LOGISTICS LTD. 2.

Anand Mohan Jha

Vice President – Human Resources

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