SHARE SALE and PURCHASE

SHAREHOLDERS AGREEMENT

Dated
/'
12rh January 2O0T

>-w,
 Share Sale and Purchase Shareholders Agreement 12tt' January 2Oo7

THIS SHARE SALE AND PURCHASE and SHAREHOLDERS AGREET\,tENT

made on this 12th day of January, 2007 among, lVlR. N.V. VENKATA
KRISHNAIAH, MR. N. V. SRINIVASA MURTHY, MR. N. K, MURTHY AND
MRS. REKHA ANAND all residing at C30 Shankara park, Bangatore-560 004,
Karnataka, lndia, hereinafter collejtively referred to as the .Sellers" (which
expression shall, unless repugnant to the context or meaning thereof, be
deemed to mean and include their heirs, executors and administrators) of the
first part, FAWCETT CHRISTIE HYDRAULTCS LIM|TED, a company
incorpo.aled under the laws of England & Wales and having its principal place
of business at Sandycroft lndustrial Estate, Chester Road, Sandycroft,
Deeside, Flintshire CH5 2QP, U.K. hereinafter referred to as the "purchase/,
(which expression shall, unless repugnant to the context or meaning thereof,
be deemed to mean and include its successors and assiqns) of the second
part; and FAWCETT CHRISTIE HYDMULTCS (tNDtA) pR|VATE LtMITED, a
company incorporated under the Companies Act, 1956 and havjng its
registered omce at C-30, Shankara Park, Shankarpuram, Bangalore 560004,
Karnataka, lndia hereinafter referred to as the "Company''(which expression
shall, unless repugnant to lhe meaning or context thereof, be deemed to
mean and include its successors) of the third part
WHEREAS

(i) The Sellers presently legally and beneficially hold 3,407 equity shares
of Rs. '100 each aggregating 50% of the issued, subscribed and pajd-
up equity share capitalof tl,e Company;

(ii) The Purchaser presently legally and beneficially holds 3,407 equity
shares of Rs. 100 each aggregating 50% of the issued, subscribed and
paid-up equity share capital of the Company;

(iii) The Company js engaged in the business of manufacturing and

distribution of hydropneumatic accumulators, accessories and
components thereof (hereafter referred to as the "Products");

(iv) The Sellers have agreed to sell to the purchaser and the purchaser
has agreed to purchase from the Sellers 1,159 equity shares of Rs.
100 each aggregating 'l7o/o of the issued, subscribed and paid-up
equity share capital of the Company. tull particulars of which are
specified in Schedule "l'to this Agreement (hereinafter referred to as
the "Shares") on the terms and conditions hereinalter specified
(hereinafter referred to as the "Transaction"); and

(v) - The Parties desire to record the following agreement to complete the
Transaction as herelnafter defined and to regulate the future
relationship of the Sellers and the purchaser as the shareholders of
and management of the affairs of the Company on the terms and
conditions hereinafter specified
THEREFORE in consideration of the covenants and agreements contained jn
thi6 Agreement and for other good and valuable consideration (the recejpt and

'l Page 2 of 47
Share Sale and Fur.lraso :'t)\)7

sufficiency of which are hereby acknowledged by the Selters), the pirrties

aOree aS follows'

1. DEFINITIONS

As used in this Agrecmc,rt, the following tems have tlre [ollowir]l

meanings:

"Accounts" means the audited balance sheet of the CompaDy

as at l\rarc;r 31, 2006 and the audited profit and loss account of
the Compary for the financial year ended Ma.ch 31, 2000 and
the auditor's and the directors'reports and nctes therron.

1,2. "Act" shall mean the Companies Act, .1950 of lndia and all
- future re-enactments, modifications, amendments an(l
substituiing acts.

"Affiliate" shlll mean any Person who is a relative ot the sellers

as defincd in the Act or person who direcfly or indirccllv,
c\Jr.liols. is controlled by. or is under lhe comJlton corrlrrrl r.,l any
of the Padies. The tcrm "Control" is used in the sensc of llri:
possession by a Person or a group of persons acting jn conccrt,
di eclly or indirectly, of ihe right to direct or cause the direction
of thc management and policies of anolher person, whcther
th,ough the board of direciors or ownership of voting rights by
such other Person, by the Articles of Association, contract or
oth.iiwise. A Person or a gioup of persons actilg in concert
shall be deented to be in control of a boCy corporatc if suclr
Per.on or grcup of Persons is in a posjLion to al)poilrt or
appoints the ntajority of the diiectors of such body corporatc.

1,4. "Au,horisations" shall mcan all aLthorisations, consents,

fr.nchises, certiftcates, liccnses, perll:iis, waivers, privileges,
acknowledgernenis, agrec:t:3nts, concessicns, registrations,
al,piovals irom and filings v/ith any Authority or al)y person
having jurisdictior over the business of il]e Company.

'1.5. "A( reement" slrall nioan this Sl-t;rc Sale and purchase anrl
Shareholders Agreemcnt and all modifications herelo From timc
to tiine and sh:.tll include the ilta.-rhments. annexurcs an(l
sclt')dules to lhis Agreentert.

1,6. "Arflhority" shall mean any unjon, slate, local, or oiher

' gov.inmental, slatrrtoni. i.tminislralive, regulatory or sclf
regulating aLiLhoriiy, agency or institntcrjtality h.rving juri:,dklioll
ovcr the relevant ma{er.

1.7, "froard" shall ntean thc boarcl of directors of re Company.

tl?fftk Page 3 of A7
 t
Agre€ment 12\t' Janraty 2oo7 t
Share Sale and Purchase Sha'eholde's

by lhe I
/ r.s. shall mean the completion of the Transaction
{ '*' 'clo"ins"
;;i;ii"" of the transfer oi th" shu'"" in lavour of lhe
V Pu-rchaser on the Clo ingdate

'1.9. "Closing Date" sh3ll mean the date not later than 31't
may be mutually agreed
December, 2007 or such other date as
between the Parties in writing

mean Rs 2'230'936 (lndian Rupees two

" '- "Consideration" shall
1.10. six only)
.ifflon t*o hundred thirty thousand nine hundred .thirty bly the
i"ing th" pui"t'""" price lor the 1"159 Shares to be.paid
clause 2'1 of
Fui""n""uito tn" s"ilers in the manner specilled in
and Schedule "1" to this Agreement'
Company and its
1.11. "Director(s)" shall mean the director(s) of the
duly aPpointed alternate'

1.12 "Law" shall mean ali statutes' enactments' acts of legislature'

"'- fi;, otOin"n""", rules, byelaws, regulations' notifications'
o"ii"fi""", p"fi"i"" directions' directives and orders of any
6ovemment and or any Authority

f.i3 'Lien" shall mean any mortgage' ,hypothecation . ,charge

rlgnt ol pre-
Dledoe. lien, option, restriction, right of firsl retusal
emoiion. third party right or interest other encumorance.or
securitv interest of any kind or another lype ol
prelerenlrar
,.,.no6."nt (including, without limitation' a litle transler or
i"ii"t]"" "rr"tig"t"ntiiraving similar effect or any restriclion on
the transfer of the Shares'

1.14
"'- "Party" shall mean the Sellers or the Purchaser or the
i;;"v-;fu ';Parties" shall mean the Sellers the Purchaser
and the Company collectively'
include any individual' legal. entity'
"'- "Person" shall mean and
1,15
body corporate, partnership firm' association' or ;
";;t;i,
propiietorship' whether incorporated or not'
the
1.16 "Rupees" or the terrn "Rs" shall mean lndian rupees being
currency of lndia.
(iv) and
1.17 "shares" shall mean the shares referred to in Recital
Schedule "1" to this Agreement'
withholdings'
l.jtB "Taxes" shall mean any and all forms oI laxation' rates or
duty, cess, impost, social security contributions','aid
levy of any nature (whether central' state or
local] whatsoever'
and whenever charged' Ievied or imposed and
any interest' "no'tn"t"u"tfine or penalties in relation thereto
^\\^. """n"'g"'
whether of a direct or indirect
\'\ /-7 't Lll^
r Go[ilrt\ Paqe'ot't
Ir' '
I

,,,,
Shaft'sdle dnd Pur( I, rs. Shd'eholder. Agrcen.ent 12't' Januaty 2oo7

1.19 "Tax Authority" shall mean any national, state or local

authority, agency, department or organisation or instrumentality
rosi.Dnsible for the adminlstration or collection of the Taxes.

1.20 "Tax Returns" shall mean any relurn, filing. qucstionnaire,

information, or other document rcquired to be filecl, including,
withoul limilation, requests for extensions of time, filinqs ntade
with cstimaled tax payments, claims for refLtnd and amend€jrl
returns that m:ry be filed, tor any period with any Tax Authorily
(wh'rther domcstic or foreign) in connection willt any Taxes
(whether or nol a payment is required to be made with respect
to such filing)

1.21 "Transaction" shall mean the purchase by the purchaser atld

_ its Nominees, of the Shares from the Sellers for Consideration
on the ternts and conditions of this Agreement.

1.22 "Warranties" nleans the representations and warranties ot the

Sellers contained in Section 5 and Schedule ,,2,, to this
AUrcemenl.

1.23 lnierpretation
1.23.1 This {grc€.men1 shall be binding upon and sha
inurc to the benefit of the Parlies and their
riu(cessors. Nothing contained herein shall be
corstrued to provide any benefit to any Person nol
a Party to this Agreement except as expressly
provided for herein.

1.23.2 The singuldr includes the plural and vice versa

and, in particular (but without Iimiting the generaljty
of the foregoing), any word or expression delined
ir the singular has the corresponding mcaning
\'r'hon used in tlte plural and vice versa.

1.23.3 Anl reference lo any gender iltclucles lhe o ]cr

gender.

1.23.4 Whcre a !'/oici or phrasc is defined, other parts of

'peech and grammalical forms of that !,vord or
r'hrase shall hle tltc coflclponiling m,.:anings.

- 1.:13.5 ..nl/ refetence to an adicle, sectiLrn, appe.dix,

(rause, sub-ciause, paragraph, sub-paragiaph,
Sch.ldule or Recital is a reference to an ariiclc.
s4clion, appendix, clauee, sub-clause, paragiaplt,
sub-paragraph, Sohedule or Recital ol this
Agreernerrt.

Page 5 of 47
 Share Sale and Purchase Sharehotders Agreemenl 12\h Januaty 2oo7

1.23.6 Any reference to any agreement, instrument or

other document (a) shall include all appendices,
exhib,ts and schedules thereto and (b) shall be a
reference to such agreement, instrument or other
document as amended, supplemented, modified,
suspended, restated or novated from time to time.

1.23.7 Any reference to any statute shall be construed as

including all statutory provisions consolidating,
amending or replacinq such statute.

1.23.A A reference to a party to any document includes

that party's successors.

'1.23.9 Any reference to "writing" includes printing, typinq,

lithography and other means of reproducinq words
in visible form.

1.23.10 The terms "hereof', "hereby", "hereto", .hereunder"

and similar terms shall refer to this Agreement as a
whole:

1 .23.'11 The term, "including" shall mean ',including, without

limitation";
1.23.12 Where the consent or approval of a party to this
Agreement is required hereunder to any act, deed,
matter or thing such requircment shall in the
absence of any express stipulation to the contrary
here.n mean, the prior consent or approval (as thi
case may be) in writing;

1.23.13 The term, "Agreed Form" shall with reference to

any document mean that such document shall be
in a form mutually agreed by the parlies;

1.23.14 The headings of various Clauses, Articles and

Sections in this Agreement are inserted for
convenience and reference only and shall not
affect lhe construction of lhe relalive provisions.

1.23.15 A reference to a statute, ordinance, code or other

law includes regulations and other instruments
under it and amendments or re-enactments of any
of them;

1.23.16 An agreement, representation or wananty in

favour of two or more persons is for the benefit of
them jointly and severally;

wvcW Page 6 of 47
Share Sale .f,rlnrf.L ,': . a I lclders Agreement

1.23.17 An agreement, representation or warranty on the

lart of two or more persons binds tlrern jointly al]{l
scverally;

1.2J.14 l{ a pcriod of time is specified and dales from a

Eiven day or the day of an act or evcnl, it is to be
calculated exclusive of that day; arxl

1.?_3.'lg A refc.ence to a day is to L.c iltteQrctcd as tlle

I,eriod of tinie commencing at midniglrt and endilrg
: .l hours later.

2. THE TRnNSACTIOt,

Salc an<! Purchase .)f the Sllares

2.1 Subject to llre terms and condations of this Agreement including

Clause 2 lroreof, the Sellers shall sell and transfer to tlrc
Purchaser, a d the Purchaser, shall purdlasc and acquire frorn
the Sellers, iree from all Liens and vrith all rights attached
thereto, the Shares. ln consideration of ihe Sellers selliig tlre
.Shares to tlre Purclraser and transferring the title thereto, it is
agreed tlrat ihe Purcitaser \iill pay the Conskleration to tllc
Sellers at the Closing in the nlariner specified in Schedule "'l" to
this Agreen-rent. The Sellers and the Purchaser sllall, withill 7
days from tlle execution of the Agreement, mutually decide tlre
procedure for the payment of the Consideration by the
Purchaser lo the Sellers.

losing
Tlre Closing cl the Transaction relating to tlre Shares shirll occ!rr
on the Clo:in9 Date al a mutually agreed place arld time. At the
Closing, the i.tlowing slrall be transacted in the order iirdicaled
below in Scc:ron 3.3 of this Agreement. For the plirposc ol the
Closing an(i lre lffmalities listed beiow irt Section 3.3 oi t:ris
Agreemeni t:'e ParLies rhall cau.il the coinpany to can,/cnc a
Board meeliri J and pass all resolutions as may be requi.ed

2.3 Procedures ..n the clcsing

2.3.1 Ol] ilre Closing, the f !rchaser sirall dciiver tor,he

Co ;p:ny s cqr;y of ils .,iiilorate apfrovtl of llre
lrat 5, a,ltc n

fr.J\"pnsur'
il -- crosi,,.r, lhe Puftrhaser and the Selklrs shall
that lh: provisions of Foreign Exchargc
\ Act- 1999 read with the Reserve Bank of
\.--./ /Manaoement
lndie Circular \o. 16 dated October 4, 2004 are duly
cgmplied.
 Share Sale and Purchase Shareholde.s Agreement '1
2'h January 2007

On the Closing, the Purchaser shall lodge with the

Company the instruments of transfer duly stamped and
executed by or on behalf of the Sellers and the Purchaser
together with the relative oriqinal share certificates in
respect of the Shares in pursuance of this Agreement.

2.3.4 On the Closing Date, the Sellers shall deliver to the

Purchaser such waivers, consents, Authorisations, orders
or approvals, if any, as may be required for execution,
delivery and performance by the Sellers of its obligations
under this Agreement relating to the purchase and sale of
the Sharesi and

2.3.5 On the Closing, upon submission of the documents by

the Parties in the manner stipulated in Sections 3.3.1 and
3.3.4 of this Agreement, the Company shall cause a
P99!ilg-!tlhQ-_Board t9 be called and convened to
bonsider the followinlrtru6iness:

(a) Approval of the transfer of the Shares by the

lo the Purchaser and registration of the
\-,,'/,,Sellers
Purchaser as the holder of the Shares in the
Register of Members ofthe Company;

(b) To appoint a Chairman of the Company as

/,/specified in Section 14.10 ofthis Agreement:
(c) Convening an extra-ordinary general meeting of
. the Company to do the acts mentioned in Section
J 3.3.6: and

(d)-. taking any further action necessary to implement

the provision of the Agreement.

2.3.6 On the Closing, a meeting of the members of the

Company shail be convened at which the Sellers and the
Purchaser shall cause the Company to resolve to/amend
lbe4di€l€s-ell{ssociation of the Canpany to refl66l-i6E
. terms of this AgreEh-enT€x€aoled-amon!-lhe parties;

2,3,7 fhe Sellers and the Purchaser shall cause the Company
to call an extra-ordinary general meeting of its members
to pass the resolution specified in Section 3.3.6 of this
Agreement and the Sellers and the Purchaser shall
ensure passage of such resolulion in the mariner stated
in Section 3.3.6 of thls Agreement.

2.3.8 lmmediately aller the Board meeting and general meeting

of the Company and the passing of the resolutions
mentioned above, the Company shall record the

1 Page 8 of 47
 Share Salc and P,r,.l r.. : Srrar rolLie's Agreen., nl 12rr'.Jnrr, ,,j : 'lll7

appropriate entries in the relevant registe[s, and carry out

all the actions that have been resolved to be carried cut
in this Section 3, in order to effectivcly achieve the
Closin0

2.3.9 The Company shall file the relevant fonrs ar-rd arnenile(l
copies of its Articles of Association with thc relevarrt
regulatory aulhorities, in accordance with thc provisions
of the Act.

2.3.10 At the Closing, the Purchaser shail be entitled to appoirl

one of its nominee directors as ttrc chairmar ol the
Company in accordance with Section 14.10 of this
Agreement.

.3.'l l At the Closing, the ciirector of the Cornirany nominated by

the Sellers shall be appointed as an occupier o{ the
d: faclory of the Compani/.

2 3.l2At the Clo,cing, the Paiiies shall take such furihor action
as may be necessary to in'rplenrent this Agreenrent.

3. COVENANTS AND UNFERTAKINGS OF T;{T PARIIES

3.1 Tl,c Sellers ccvenant and undeilake tlrat from the date of thc
execution of the Agreement till the Cbsing, the business of thc
C(,rnpany shall be conduc{ed in the ordiilary course and that tlrc
financial position, affairs, assets and business of thc Company
shall not be rnaterially adv"rsely affectcd.

3.2 The Sellers shall be exclusively responsible ior tlre payment of

all known undisclosed and hidden ctcbts and liabilities (includinf,
Taxcs) of the Company as cxisting prior to the Closing which ar.
not disclosed or includecl in lhe Accouirts and shall not make any
claim, set-off, counter-clair;'r or clairn flr reinrbursemont agJinst
the Company for the dischirqe of thesc lirbiliiic3.

4. WAI :ANTIES
4.1 Thc Sellers herebyjointiy arl.i leverally repr()sert and wa.raltt to
the Purchaser in tcrms .iei out in Schedule "2' to this
'Agreement.
4.2 ThL Sellers jo','tly and scvc|iily rcp' -,cnt and wcrJ||l lu llrc
Purchaser that:

(i) the statements coniaiired in this seciiorl and utore

plrtioul.rly d.oorlb.d ln eoh.dul. "2" to thi.
are true, conect an I complete in all respects and do not

' Page I of 47
 Share Sale and Purchase Shareholders Agreement 1211' January 2ool

omit to state any fact necessary to make them not

misleading or false or incorrect or incomplete in any
respect;

(ii) they shall bear and pay any Taxes including capital gains
tax, if any payable, in respect of the sale of the Shares;
and

(iii) Each of the Warranties is accurate in all respects and not

misleading or false or incorrcct or incomplete at the date
of this Agreement and that if for any reason there is any
interval of time between the date of this Agreement and
the Cllsing the Warranties will continue to be accurate in
all respects and not misleading or false or incorrect or
incomplete at all times subsequent to the date of this
Agreement up to and including lhe Closing as if repeated
on each such day immediately before the Closing.

4.3 The Sellers jointly and severally agree to indemnify and keep
indemnified, the Purchaser free and harmless from and against
any and all demands, claims, damages or loss and all costs,
charges and expenses whatsoever (including' without limitation,
reasonable attorney's fees and other dispute resolution costs)'
which the Purchaser may at any time pay, suffer or incur as a
result of any misrepresentation or breach of any Warranty and
the terms and conditions by the Sellers contained in this
Agreement or in any schedule hereto, or in any other statement'
certificate or documenl furnished or to be furnished to the
Purchaser pursuant hereto or in connection with the
Transaction.

5. PURCHASER'S WARRANTIES:

The Purchaser hereby represents and warrants to the Sellers that:

(i) it is duly incorporated and organised and is validly existing under
the laws of England & Wales.

(ii) the person signing this Agreement on its behalf represents and
covenants that he has the authority to so sign and executes this
documenl on behalf ol the Purchaser for whom he is signing so
as lo create binding obligations on the Purchaser.

(iii) it is permitted by its corporate charter and incorporating

documents lo enler into this Agreement. ^

(iv) It is not restrained, prevented or inhibjted by any contract or

arrangement lo which it js a psrty or an order of any court or any
Authority from entering into this Agreement or undertaking the
obligations herein contained.

) vref,fl Page 10 of 47
I
1/ -"tnl
Share Sate an! Purcluse Sll?rr.h.rlders ngreement

6. co-oPl-R,\TloN
The Parties agrees to co-operate with each oiher and rcnder all
u""i"tun"" to eich otller to complete the Transaction contenlplated in
this Agreernent. The Pariies agree from time to time after the executioll
of the-Agre,:nlent to cxecutc sucll documents and do such ilcts, deed:j'
matters"an.; tilil.lgs a:i may trc required for the purpose of giving cffect
to all the piovisions of this Agreement

7. TERMINA.TION OF THE AGREEMENTS BETWEEN TIIE SELLERS

AND THE PURCHASER:

7.1 Notwithstanding an)4lling contained in the Joint Venture

Aorecment daicd Oclober 21. '1997 executed bLlwcen tlln
Sillers and the PJjchaser (hereir)a;.cr relefled lo as llrc 'JVA )
the Sellers and the Purcrr.'ier hereby acknowledge and agtee
that on and frgrl the Clo!)i :g Date, the JVA shall cease an(l
terminate absoluioly, arld l-'rither ot tl.lem shall have any fLlrther
duties or obligations under or pursuant to ihe JVA' and neithcr
of them shali have any rights' rcmedies, claims or interests
undei the terms of the JVA

7.2 The Sellers and lhe Purchaser agree and ackno\{ledge lhat on
and tronl the Closing Date neither of thein shall have any riglrl
or claim to lo,"5es damages, expenses, or any olhcr amcunts
whatsoever incurred or suffered dircctly or indireclly attributable
to the terminaiion of the JVA. Each of the Sellers, the
Purchaser and the Company hereby fully and expressly waives
i and gives up all its rights to claim all such losses' damages,
I a*pen""", or any other amounts whatsoever' incurred or
suifered (lirectly or indirecti!' attributable to the termination of the
i]

tBk-
7.3 On and froi,l the Closlng Date, each of the Scllers arrd the
I
i Purci)aser liereby knowingiy ilnd vohntarily rele rses and {otgvcr
dischJrges tilc othef of and from any and all actlons or causes of
i actions, suits, cl ii:tis, charg.s, complairts' contra.its (vihciher ola!
i or wrilten, e \pr-i:js or inpl'ed froil any source) anC pronriscs,
t whatsc?vcr, un,lei the JVA, or otllerwise, in law or equity' whioh
I €ach of thcm no ! hae or hcreafter can' shall or niay havc againit
I
t the othcr.
I
i
8. PARTICIPATION AS 3I ]AREHOLDERS C:: I-HE COlliPANY
l
I 6-l The Purchaser aild tire Sellers shall participate as shareholdels
t of the Company and to exercise their respectivc voting rights at
I
meetings of thb members of the company and to cause the
Compa-ny and the directors respectively nominated or appoi'lted

Page 11 of 47
 Share Sale and purchase Shareholders
Agreemenl 12th January 2o1l

U"grd. to vole at board meetings and otherwise

lt^lf^.I*al"
r:L*:" to act at a times in
i:,::-"L r"iir., tn il" l"lj
rnlerest of lhe Company and subject sooo "nJ
ihereto, to J",V O"n"#,
*d. .imptemenr the 'irris
:1:^"lT!". and to terms anO conOifions, or
Agreement prevent the taking Oy rnem or Oy iny oi t em
by.any Person of
9r any aclion
rntention to defeat lhe terms of the"oitr"ry
to
Aqreemenl."r.
rn"ii""iirj ov l.
4.2 ln .the event the shareholdjng in the Company
of either the
setlers or the purchaser increases from 35;
respeclively and the shareholding of the otfrel. ;;;'' ^;;;"
Company fals betow the specified
o".t""i"",nl
iercent;d'i" th#;;;r.
out in this Agreement but the othei p"rty :;;
of.the Cimpany, ",i"ti"r""
t" ,
l"r"ui"
:lllehotder
snal
the be ers
revtew and modify all relevant clauses ""d
rh"'-p";;;;";
of this Aqreeme;i;
sucn a manner so as to reflect the change
in shareiolcing anJ
control in the Company.

9. OBJECTS

The principal business ol the Company rs:

",To.caffy on the busrhess of manufacturing and supptying

hydropneumatic accumulators, accessones
thercof
and comDonents
.into the lndian marAei and io; i";;:r-;;:
Group Companies in other tetritories.,,. "rp;
10. SHARE CAPITAL

10.1 The authorized. issued and paid_up equity share capital of

Company. shall be Rupees 2,500,000
lnup"""
"' the
t**-'-' '""
hundred thousand only) divided into ZS,OOO
'100 each equity sniie" of is

10.2 All equity shares shall be of the same class

identicat in alt respects
and shall be
and ttre nolOers tnereoi;il" ##;
to identicat fighrs and priviteges inctuding. *itil"t
identicat rights and privitegel *itf, ."spJct i;;;il;lj;
rghts, and the distribution of assets in inu
io oV;;ilI#;
invotuntary tiquidarion, dissotutio;
*""i
-*i;;;il' *ir"rurv'"y
"i ;-# ih:
Company. ";
10.3 lf and when the.Company shall issue
any addilional shares, lhe
uompany shall first offer such shares to
sharehotderc in proportion to ttre equiry
tne existin"
snares tr""" n"ri JiiX
owned by each of rhem subject ro *iin iii"
"orprirnt"
conditions, if any, imposed by any applicable
Lu\,l/ fifn" i"l"i.
or the Purchasers, as the case may be ao
"i" J#iiJir
not tur."
to subscribe to the shares offered to them bv theo,Comnanv
shall in that event offer or renounce tne. to it .11,/i^l
subscription. PROVTDED however, rhat it rh; ;i;e;" "rr,"L;;d, i; il:
Page 12 of 47
 Share Sale and Purchase Shareholders Agreement

Purchaser or the Seller as the case may be is unable to acquire

any shares so offered by the Company due to any delay,
rejcction or failure to receive the Authorisations, if iny, the
P, irciraser or tlre Seller as the case n]ay be shall, in that ivent,
have a right to require the Company to offer such shares lo its
A:iili ,le(s) who are legally capable of acquiring the saicl shares.
'10.4 Srr.r-:ct to the terms of this Agreernent. and unless olherwisc
agreed in v/riting, the purchaser and the SelleF agree to
Farticipate in the capital of the Company in lhe f;llowing
p i-o po.tio ns:
. The Purchaser : 670h
. The Sellers
- The Purchaser and the Sellers shail exercise thilir respeclive
voling rights as members of the Company in such a way as to
ensure that the said propodions shall be mainiained. ln the
. nse of any Bonus lssue or Rights issue or such additional issuc
(,f [quity Shares of the Company is made, then the
Sellers and
t're Pirrchaser shall ensure that {ire aforesaid percentage is
nrarrrtained unless any such party gives his unwillingne;s in
writing to take up such additional shares or to lhe
Dor u: issue which would resuit in the change in"onscnt.
the perccnlage
as provided in this Agreement.
11. P"3,RTIES' CONTRIBUTION

11.1 The Sellers and re purchaser shall co-operate wi r each other

in carrying on ihe busiress, affairs and activities of thc
Cornpany. ln paiticular, the Sellers and the purchaser will co_
operale with each other to e)rpeciitiously prepare and develop
ma.ket studies, estimatcs of the Company's business
development, bUCigets and othcr djtails of its busiiess plan anLl
do all that is necessary or cxpedient to ensure the proper
development a .. orderly opcration of the business of ilte
Company.

11,2 fhe Sellers I . rll proi,de the rut,jvant irilo .nction al,j
jompal]y
assistance to thJ to enable il io carry cn its day_to_day
business in lndia

'iirir The Purchaser agrees to continue lo pcnnit the Corjlitany as thc

licenses lo uss the "Fawcett Clrrisiie; name and logo as part of
thb corporate name and trtCe name respectitely of: thc
Company. The license grantect hercby sltall continue in force till
the Purchaser with its Affilirtes ceases to hold less than 07% of
th€ shareholdtng of tho comrony or termins on at thts
Agreement which ever is earlier. On the termination of thts
license, the Company shall forthwith discontinue the use ol the
Christie" name and logo and shall not thereafter use

Page 13 of 47

I
a-
Share Sale and Purchase Shareholders Agreemen{ 12\t' Januaty 2oo7

the same in any manner or for any purpose directly or indirectly

or any word, mark, name or symbol or combination thereo
similar in sound, appearance or meaning to lhe "F
Christie" name and logo as likely to cause confusion
deception or to detract from or adversely affect the rights of t
Purchaser in the "Fawcett Christie" name and logo.

11.4 i The Sellers shall assist and cause the Company to assist the
Purchaser and its Affiliates to establish a wholly owned
subsidiary company in lndia ("lndian Company') to manufactu
and distribute coolers, filters, related products and accessori€
The Sellers shall cause the Company and the Company sh
provide its no objection to use the words "Fawcett Christie" as
part of the corporate name and trade name of lhe lndii
bompany in such form as may be required by the lndi
Company and or the Purchaser. The Sellers shall provide a
cause the Company to provide the human resources, services
and facilities to the lndian Company which may be required by
the lndian Company for the purpose of its business and affai
including sharing of common facilities and services.

12. TRANSFERS AND SALE OF SHARES

12.1 The Purchaser and the Sellers agree that there will be a
restriction on the transfer of the Shares of the Company to the
extent that neither of them will be entitled to transfer i
shareholding wholly or in part to any third Person or Party
except as follows:

12.1.1 lf either the Purchaser, or its Affiliates or nominees (for

the purpose of this clause hereinafter collectively referred
to as the "Purchase/') or the Sellers or its Affiliates
nominees (for the purpose of lhis clause collectively
referred to as the Sellers as the case may be (the
"Offering Party"), wishes to sell all the shares held in
Company ("Offered Shares"), the Offering Party shall fi
offer the Offered Shares to the Sellers or the Purc
as the case may be (the "Offered Party") in writing'
indicating the price, at which it desires to sell the Offered
Shares ('Ofiei') to the Offered Party.

12.1.2fhe Offered Party may by anotice in writing to the

Offering Party ("Notice"), within thirty (30) days of the
Offer, accept the Offer. lf the Offered Party accepts the
Offer, the Offering Party and the Ofiered Party shall
discuss and negotiate in good faith an agreed price for
the Offered Shares within one hundred twenty (120) days
from the date of the Notice. The price agreed between
the Offering Party and the Offered Pa(y shall be final and
binding on them. Any transfer of the Offered Shares

Paqe 14 of 4
\
..'r"'
Share Sale and Purchase Shareholders Agreement

pursLtant to this Clause shall be, subject to obtaini|rg all

applicable Authorisations, if any, completed within ninoty
(90) d ys of the date on which the price is agreed
between the Offering Party and the Olfered pady. The
time to obtain the applicable Authorisaiions shall tle
excluded in computing the period of ninety (90) days.
Provided however, if the purchaser is unable lo ac.luire
any of the Offered Shares so offerecl by the Sellerc or lre
Sellers are unable to acquire any of the shaics so olferod
by thc Purchasers due to any delay, rejection or failurc io
receive the Authorisations, if afly, the purchaser or ihc
Sellers as the case may be shall in that event jtave a
right to require the other party to sell the Oifered Sharcs
to Persons designated or approved by the pulchaser or
Seller as the case may be, who are legally capablc oF
acquiring the Offered Share:r.

1?.1.3 ln the event, the Oflerjng pady and the Offcrcd party fail
to agree on the price for the Offered Shares wi rin onc
hundrcd twenty ('120) days frorn the date of the Notice as
provided in Section 13.1.2. of fltis Agreement, eiiher of
. the Offering Parb/ or the Offered party shall appoint an
independent intemational Cltartered Accountant firm of
repute as the valucr vr'ithjn a period of thirty (U0) days
from the expiry of the period of one hundred and twenty
('120) days to calctilale ths price of the Olfcred Sharclr
which will be equivalent to the fair ma*et virlue of the
shares of the Company cornputed on the basjs of the last
audited financial statement of the Company. The valucr
shall submit its valuation report within a period o{ ninely
(90) days frcrn the date of its appointinent.

'12.1.4|n appraising the price of tho Of{ered Shares, lhe villucr

shall act as 6n independent valLrer an.J not as an
ai'bihator. The Co[ri]any shall provide all the inforrtiilion,
documents and assjstance as rnay be required by re
valuer for its valuat:on reports. The Company will bear
the cosis oi the valuer appointed under Section 13.1.3.

12,1,5T1te Olfering Party and the Ollered parly sl|rll, subjsct to

- obtaining all applic.ble Authorisations, if ai.ry, comptete
the transfer of the Olfered Shares within a pe.iocl of
ninety (90) days from the apirraisal of thc price of the
Offered Shares as pravidcd in Section 13,1.4. allov.r.
The time to obtain ihe appticable Authorisations shall be
excluded in compuiing thc period of nirety (90) day3.
prcvld6d howovo., if any pa.ty t! unabto to acqutro arly
lhe Offered Shares so offered by the other due to ant
elay, rejection or failure to receive fl]e Authorisations, if
any, they shall in that event have the right lo require the

Page 15 ol 47
 2'h January 2oo7
Share Sale and Purchase Shareholdels Agreemenl
1

Sellers or lhe Purchasers as the case may be to sell the

Offered Shares to Persons designated or approved by
the Purchaser or Seller as the case may be, who are
legally capable of acquiring the Offered Shares

12.1.6|f the Offered Party specifically declines the Offer in

wriling under Section 131.1 of this Agreement, then the
Offeri-ng Party may subject to Seclion 13 1 I of this
Agreerient, sell the Offered Shares to a thild party (the
"Piermitted Transferee") at the price set out in the offer'
The sale shall be completed within a period of one
hundred and twenty (120) days from lhe date on which
the Offered Party declines the Offer' lf the Offering Party
fails to complete the sale within one hundred and twenty
(120) days from the date on which the Offered Party
declines the Offer, the procedure set out in Sections
13.1.1. and 13.1.2' of this Agreement shall be repeated
by the Offering Party

12.1,7 fhe provisions of Sections 13.1 1 to 13'1 6 of this

Agreement shall not apply in the case ,of q,:319 .ol
. trinsfer between the Purchaser and any of its Affiliate(s)
and or the Affiliates of the Purchaser inter se and or
between the Sellers and any of its Affiliate(s) and or the
Afiiliates of the Sellers inter se. Such lransfer of shares
of the Company shall te permitted subject lo the
condition thai the Purchaser and the Sellers as the case
may be, shall at all times be responsible and liable to
disiharge all their obligations to the Company and to
each other and subject to compliance with the conditions
specified in Section 13.1.8.

12.'l.8ln any case, the Affiliate(s) or the Permitted Transferee

acqui;ing the said shares shall be required to sign an
undertaiing addressed to the non-selling party and to the
Company undertaking to observe and perform all the
terms and conditions of this Agreement as if it had been
an original party {hereto ln addition, should any of the
Affiliate(s) who hold shares cease to be so affiliated' it
shall be the obligation of lhe Purchaser to ensure that the
shares held by such Affiliate(s) are transferred so as 10
always be under the control of the Purchaser or its
Affili;te(s). The Affiliate(s) of the Purchaser or the
Permitted Transferee in whose favour the" shares are
transferred shall enter into a Deed of Adh'erence in a
form set out in Schedule "3" to this Agreement with the
Parties to this Agreement, agreeing to be bound by all
the applicable provisions of this Agreement, as if such
party had been an original party to this Agreement'

Pase 16 of 47
Share Sale and Purchase Shanrholders Agreemcnt

12.1.9 lt is agreed that no shares in the Company sh.rll be

transferred to a Person who is a competitor of tlre
Coinpany and except in accordancc with this Agrc'Jlnent
or in such other manner as the Purchaser and tlre Scllers
slrall agrce in writing. For the purpose of llris clause, a
competitor shall mean any Person engaged in a busine.s
similar or competing to lhat of the Company.

12.2 fhe Board of Directors of the Company shall ensure tllal no

sharcs, debentu:cs or olher securities or in:rtrurrcnls iss,rcd fy
the Conrpany are transferred on the books af the Cornpary
other than in conrpliance with the provisions of Scclioll '13 of this
Agreement.

12.3 The Purchaser and the Sellers and their respective Affiliate(s)
agrec not to create any Lien on the shares of the Company lreld
by them and tlreir respeciive Affiliate(s) wilhout thc prior w ittcn
pernrissjon of the Purchaser or the Sellers as the case may be.

13. BOARD OF DiRECTORS

l3-l The Board of Directors of the Company shall consist of I

Directors or such other number as may be nrutually agreed
bctween the Purchaser and the Sellcrs .

13.2 So long as the Purchaser shall own not less than 67% of the
total issued and subsciibed eq[ity share capital ol thc
Clixlany, llre Purchaser shail ;rave the right to appoint five
Diicctors. The Directors ncminated and appointed by tlre
P:ichaser on the Board of Directors of ',hc Cornpany shall nol
b ) liable to rel-ire by rotation. The Puichascr shall lrave the riglrt
to remove any such Director or Dii-ectors and to nominate and
app{rint another or others in his or tireir place aird to fiil any
vi cancy in the oflice of such Director or Direclors.
13.3 So hrg as the Sellers colieciively shall o\,!'n not less tlrar 3:11/0
of tlie total issued and subscribed equity share capilal ol lire
Company, the Sellcrs shall havc the right to atpoint four
Directors. The Diiectors nciniirated and appointed by tlr{j Sollcrc
on tlrc Foard of Directors "f the Company sliall not be liable to
retirc by rotation. The Sellers shall lrave right to rcmovc a;ry
slich Director or Directors and to nominate al]d al,poini arloth.)r
- or othcrs in his or their pla..e and fili any vacancy in ihc ofiice of
such Director or Directors.

'13.4 The Purchaser and the Sellers agree to use their voting righls to
effectuate the system of i ppointment and election of ditcctois
elaborated in this Clause. Neither the Purchaser nor the Ssll€rs
shall be entitled to remove the director or di.ectors nominated or
rppointed by the other.

?age 1l ol ,17
Z

Agreement 12'h January 2oo7

Share Sale and Purchase Shaleholders

meeting or at any
13.5
'" - The Board shall not be quorate at any Board
;;i"s of the committee of the Bo;rd and no such meeting
p'r""""a t" transacl anv ?*il9*-"1]:::^3t^l:":l'::: at rcd-sL
"nrri
Director nominatel and appointed by the Purcnaser ano
--Olt""fot are
on" noninated and appointed by the sellers
that the Board shall
iru-""ni uiitt"t."uting Provided however'
i.""rtn"]""" be qu6rate it the Directors nominated and
to
;;;;i;i;J;v the Purchaser and the sellers asree in writine
envisaged in this
the waiver of the requlrement of quorum as the
bi;r;;:';;iil ;]t"ulation of the dran asenda toserher with'
the
Jip""i,i i""tj,ii"" to be be adopted at such Board Meetins
held on the appointed date due to me
^lf
Eo-Jrd-.""ting cannot then,the
absence ol the quorum provided in this.Clause
later than ten days
iieJng straff stand adjourned to a day notseventh day from the
iroli'itt'u originar date and not earlier than same place.as
irigin"r 0"6 at the same time and at the subject to a due
Olt*inuO by the Chairman of the company
niii"" rli tn" uorourned meeting is issued bv.lf the.'cory1ly-1:
pi""lO"J i" Sectrr.:n 14 6 of this Aoreement al the ad1ourneo
Section is .not
meeting' also a quorum "" pto-uid"d in this
nraqent the Directors preseni being not less than two shall
business as grven In
ion"tiLutu tn" quorum to transact the same
th:-;;;;i; for the original meeting and all the. business
iti"*,""i.J stch meeiins shall be deemed. to b", -Y:,l11I
it"ni"ct"O not "r wthstanding any thing to the contrary conlalneo
in this Agreement.
in every three
.t3.6 A meetino of the Board shall be held at least once
;#;;;";;iil-;no- "1 i"""t lour meetinss shall be.held.in
:;:;;;;;.- ; t.etinq of the Board mav be called at the
case ma;, be bv
i"""ilL#.i,nJ slrt" o"r the Purchaser asinthe unless such
.i"i"" *ii"* flli" seven (7) days notice writingprovided. such
ilil'" ;';"""JJ;;-; ;"jo;tv of the Director
Directors
nominated and
-ji"iitv at'lealt.one
"i'"ri-itJide
rnnninled bv the Purchaser ano one Director nominated and
;:#ili; ui tii" s"l"ti. Every notice or meetins shall specifv
;iJ;i;;;. ,t;;J shall alwavs.be
nour ot tnL.meetins and
reasonable detail the.
accJmpanieo 6y tne Agenda setting out in
ffi:'5ft;r&; ;rop-*"o to be'iransacted at the meetins.or
relevant to the
t'n" goutd and supporting papers or documents
liiii#iJtiiii "i J"'"t' itelt' oi ou"ine"" Provided however that
tf," uo"nOlt . u board meeting-datemay-onbe sent to all the Directors
lil""li'"1""" 0"v" before the which such meeting shall
olr'i."]0. r.i" u"ii""ss shall be transacted at a meeting of the
'Dii."t"r.
e"";'""i of the company which^has not been
unO explicitly mentioned in the notice
convenlng tne
.o""Lffu
:;;; ;;; is;'da without the consent inshall
.*iliry "1-119
include at
ii.ii"tit"' oirE"ats provided such majorilv
di;-
i.;ii'&"""i',i'. nornin"tto and appointed bv the.Purchaser
i""minated and appointed by the Sellers'
"lta""""-Oir""t
Page 18 oI 47

/-),/
 Share Sale and Purchasa Shareholde.s Agreement

13.7 Each Pariy shall bear all the expens(,s and costs of each visit
of
tl.-. Directors appointed by it on the l_-oatd of the ConrDanv to
,. thc meetings of the Boatd.
'crd
13.8 lt a(-cordance with the provisions of Sociion 313 of fl]e Act,
and
il ?ccordance with of the Artickrlj of Associaiion oi tlrcr
Clmpany, the Board of Directors nr.ry, at the roq*"t of itto
srrareholder appointing the original Direttor, appoint an allernate
ci'ector to act for a Djrector during hi. absenie for a p"ri,J,rf
n )t less than three months from the State in which
meetinqs o,
tt.e Board are ordinarily hr.ld. Where the Original Otr""i"if,u"
been nominated and appointed by the purchasir or ttre
Sctie,"
a. lhe case may be, only a person selected by the purchaseior
the 3ellcrs, as the case may be, shall be appointed as an
altei,tate Director.

13.9 Any vacancy on fite Board of Directors nray be tilled by

Ute party
that rrad nomjnated or appointed the dir""tot. *no"o pfl"" olif,"
DOiltc nas beLome vacant.

13.10
f lhetheSellers agree thrt the Directors
Purchascr
nominatcrl and apnointcd
\__,h.y shall nol be in charge of, or r""pon",t t" to, ii.
/-<:- oay to Oay managemett of the Company.
{ ts.tl itne SelJersbyexpre:sty
thc
agrce that the Directors nominat^d anrlD
purclr:rser shalt not I c rdcnliliJd
\ \--,, /cppornted or rlcsrLr|.:.ett d I
as .n occupicr" ol any factory used by the Comuanv 6r rc I
emptoyea of employecs ot the Company. frrfn.r, in6
S"ffu,. I
undertake to ensure that other Directors br suitable p;r;";,;;;;
nominated as occupiers, in order to ensure that rfi" oiriiror" I
and appointed bv the Purchaser d. not inc";-;;;
I
ilfflll"*
13.12'ihe chairman of the Company eliall be nominated
I
and
3:po!Jnq on a ylarly basis by re p rchaser and rtre Settei..
I re Uhairman of the Company on rl_e Closing Date slln bc
appointed by the purchaser. The ch;rirman snjlr rr"
take the chair at all meetings of iire BoarJ ;r. a;;;;il;;lo
eniliLo
I lreof and at a genercl meetir, . of tii" C"n.e"i,v.'in"
Ultairman s;lajl not hJVe a srcond : nd or castir:g vole
as i
-Cirairman. In 0re absence of the Chajrman i"; "ont ;";;o;
whatsoever within hatf an hour from t,e
nleeting of the Board or a gencral m:,cting
liiio
"omr;ron"ornJni
of tfre
of the cornpany, the Djr6ctors pr":;;i"1,";i,-;;';;;;i;
"f,aref,oflei.
majority, choose one (1) of lhe orjrcr Oirecfors'fo Oc ife
ch.ith.h of th.t 6.-tiog 6t th. e-ard 6r thdt g.6-rat m..lino.
14. POWERS OF THE BOARD AND DEADI-OCK
RESOLUTION

Page 19 of 47
 121" January 2007
Share Sale and Purchase
Shareholde's Agreement

'*'
l4.lAlldecisionsatn]eetingsof.theBoardofthecompanyoJ.'ils
i"*titt"" shalr be. taken, W," #'Tl:#"1'""i,r1j',i "lll
maiority shall include at le
aPpointed bY the Purchaser'

14.2Ne*herrsrhe,?Tffi y;f il,#::,s:,s",.:i:"n,i,fl iid,i

or otherwrse)
Xi li" meeting or by circular resolution
;;"oi"i -".1 * n;':-*;":i,
trt''; "Jrnt'n* =n;fi :[i? ?i:ii'',#' il;
chief Executive Officer or upon
of any of the matters except
J""irioi'"i u"ti"^ in respectleast,one
it'i"' ]in,t",*" ""te or at f [:;."r!,]1]'?:H:J::
appointed bv the Purchaser
anu.ililil'ffi;;i
and appointed by the Sellers
p'.'*tJiei the relevant
-"i 6xcept witn
oi ttre
meetins dulv ."onu"n"-1--L1i1 .Illii,lu'ilii,r teast one director
wriiten consent ro any clrcul
Iii.inJ"J;; tne curcnaser and at least one
fi
appointed bv the sellers:
"ppoint"a
iir""ioi nornin"teo "nd
subscribed' issued or
ri\ Anv increase in the aufhorised'
pait-up share capital ol the company:
reorganization or
riil Merqer. de-merger' amalgamation
arraigement of the ComPanY:

(iii) Winding up or dissolution of the Company;

(v) Closing the manufacturing facilities ofthe
Company;

of the Company;
(vi) Change in the constitution of the Board
i

of the Company;
(vii) Change in the number of the Directors
and

(viii) Change in the Auditors of the

Company r-!

4.3 r rhe compretion_ or th i,[",,1"niil? "iffi

1 Arte
to the matters specrlreo rnlt8iitil"l;.?"
rcuuv:l 1::^;'--;;at ..' ceneral
any-'Gerer
subiect matter ot any resolution
or decision
on" representative of
Meeting ol ttt" cotpanv u"ni"i"" "ii"'"tare present and vote rn
each of the Purchaser "nJ
th" S"ll"tt
decision
iJvour of ttre resolutlon or

14.4 rf the Board T"":

31,3;'"ii"8"t3,,'j^t"1'r"'?",n"1;tn"tll',i,1"""rf,:il
l$iio"lii"i te resolved as follows;
"n"rr
ff il
1",i"3[""1T,:T;T:""'"1i"'f#".:::lT,'*"':i#ir'"':ffi'
resolve the deadlock
Page 20 ot 47
Share Sale a|d Purclrase Shareholders Aoreement

14.4.211 no 3olution can be found to the deadlock within a period of 60

days from the date it arises, the matter will be subinittcd to
arbitration in accordance with section 23 of this Agrccmcnt.

15. Gi:NERAT- i\4EETING

15.1 Subject to the provisions of Section j74 ot the Act, a general

meeting of shareholders of the Company shall be validly quorittc
only if two shareholders a.e perscnally present ancl who sllall
comprise one authorised iepresentative of the purchaser and
one authorised representative of flte Sellers and those ocrsolls
shall conslitute the requisite quorunt for all Gerrercl Mccling ul
the Company. lf any general meeting of the Shareholders
- cannot be held for want of a quorum, it shalt be adjourned by 25
da!s at the samc time and at the same place, or if that day is a
holiday, to the next working day subject to due notice of 21 days
fcr the adjourned nreeting being issued by the COt\,tpANy is
pn)r'ided in Section 16.2 of this Agreement. lf such acljourned
mceting cannot be held for want of the quorum specifiecl in this
clause, but is otherwise quorate for the purposes of iire nct, fl,e
members present, not being less than b/r'o, shall,
notwilhstanding anwr;ng else contained in fl]is clausc.
constitute the quorum at that meeting.

15.2 The Company shall ea.h year hold in addjtion to any olh,_.r
meeli,tg a general meet;ng as its annual geneml tncetini.,, and
shall specify the meeting as such in the notices callino it. A
gener,rl meeting .f the Company may be called by givit]g n,rt
less t;ran 21 day's notice ir writjng. Every notice of me;ting;hall
speciiy the place, the day and hour of the meeting anC sholl
contLin a staternent of the business to be transacted theteat. A
general meeting of the Company may be called by giving shrrtcr
notice with the unanimous wtitten consent of re purchasr:r
and lhe Sellers.

16. MANAGEMENT OF THE COMPANY

16.'l The appointment, re-appoiittinent or rerrovai of the executive

and other employee; rjhall be subject to lhe prior \^,ritten
apprcval of the Board of Directoi's, as deen]ed appropriale
lexcluding the appointment oi Dircctor:i).
16.2 The General Manager of lh I Coinpany shali L,eapcrsonwith
suitable qualifications and experjence, to be appoinierJ by ih.c
Board .f Directors of the Com,rany on the lerms and candjtions
. specifie(l in the Aoregmenl in the Aoreed Form to be mutuelly
agreed lretween the Conipany and the General Manager. The
General Manager will be a person through whom th-e operatinq
heads of the Company will report to the Board. The General

Page 21 ol47

::*.**:,r:':**&
 12rh January
2007
Agreement
Share Sale and
Pllrchase Shareholders

ftT,np;$:"**iffig***r'u'ffiul'ffi
rules and regulations
TEAM
AND MANAGEMENT
17.
,,,$fi*mii6,u*:iirffi
PERSONNEL

"'*$'gEffi'*'l.}H!$ffi

i7.3 ouariried€nd
:mn5l.,Ee5ffL1;TiliX.ii*iil3?'13i'311
l'itiltomP"nY oY tn" eouto'

18. AUDITORS

"Trr:
#*flr-ngfi":jji#l,1*n'#ifrfi4n':*:i{qfi
BOOKS OF ACCOUNT
l
19.
l

**f l$t**+****S'gu*n''w
rePorting system'

20. COMPETING BUSINESS

shall not directly
i
rhe serers i.iltrv ?."9 :::::::t"':ll,,tli,"i""Jili:,.'lit,llilllii'"\*;;
:i;"ff ::f,';li'l'n?il:;-:::iii'*"*l'll;."t$;"1'1"
or the companv
iJ^Ui:T::rTii[Hi"TJiuiJnoio"'
Page 22 ol 47
Share Sale and Purclrase Shareh(,lders Agreement 12\'' January lr:x1

(a) Design, manufacture, scll market, promote or otheNvise deal or

become engaged in any way whatsoever any product or seivice
or e;tivity, whether directly or by its servants, agents or
asso.iiates, in which it has or could have so dealt with under tl'le
terms cf the joint venlure;
(b) Allow, cause or permit, whether directly or by servants, agent or
associates any technotogy, (:esign, system or know how, 10 be
passed io any other party other than Fawcett;
(c) Participants in any cairacity whatsoever either directly or throu0h
servants, agents ar associates, in any partnership or joint
venture in any busi|ess which is the express or implied subjcct
matter of this joint venture.

Thesellers jointly and severally shall not directly or indirectly within lhe
geographical limits of lndia (the "Terrilory"), as long as each of them is
a shareholder of the CompanY

(a) Enter in:o any transaction or relationship which compctes wilh

the Purchase/s wholly owned subsidiary company in lndia
("lndian Company'') manufacturing and distributing coolcrs,
filtels, related products anC accessories or similar busilless
thereto. This does not the prevent the Seller, their related
Campanies or the Company from supplying components of
coolers, filters, related products and accessorics lo tlle
Purcllaser's wholly owned subsidiary company in lrldia ("lndian
CompanY')

21. MEidORANDUM AND ARTICLES OF ASSOCIATION

21-1 The Purchaser and the Sellers agree to incorporate the rclevant
provisio'rs of this Agreemeni into the Articles of Association of
the Company. The Company undcrtakes that the relevant
provisions of this Agreetnent shall be made a parl of its Articles
of Asscciation by an alteration of the Articles of Associaiion of
the Company. The Memorandum and Articles of Association of
the Conrpany shall give full effect to the terms of this Agreement,
to lhe extent permitted by law. lt is expressly agreed that
wh(iher or not the N,lemorandum or Articles of Association of the
Cori]pany fully incorporate tlle provisions of ti'lis Agrecmcnt or
any of ihem, the Pariies' riUhts and obligations shall be govelned
by this Agreement that shall t'ievail in the event of any ambiguity
or incor'rsistency between the two. ln tlle event of any conllict
between the terms and conditions of this Agreemeni and thqse
of the Articles of Association of the Company, as between ihe
Parties or their Alfiliates, the terms af this Agreement sl)all
provall and tho Psrtic! 3hall tako all sr'ch 6top3 as aro withln
their power, to e sure that the tetms and conditions of tllis
Agreement are adhered to in letter aird in spirit.

Page 23 ol 4I
Share Sale and Purchase Sharehotde.:^ Agreemeqt
12th January 2007

21.2 sha adopt, ratity and confirm

sna .underlake to pledge itself faithfullythis
Ilr-e,,Com?aly Agreement and
to observe each
provision of this Agreement in so far as
ii i" t"-.,
blnding on the Company. "ppltloL
22. ARBITRATION

22.1 ln the-_event any dispute or difference (hereinafier

referred to as
the "Dispute") arises out of or in -
interpretation or jmplementation of tnis ngreeme;t,
*it-n'iiJ
"onn".tion;r. ;;i
in connection with the breach, or af iegeO Or"*n- "
"i;;
tf,t.
Agreement between the purchaser th; ;;;;;
rhe other part. borh of rhem "n u;;
"f i-l;
l-:l]_= "l utt"ffi ;" in" ririi
resolve the Dispute by triendty"n"rrconsuttations. it the
I:!1n"".1o
urspute ts not resolved by friendly consultations
qays aner the party of the one part within sixtv tO0r
first informs the n..t,r.,r'l},o
other part in writing ot the exisience u ff-,. oi"p"i",it
or.
.tnese parties inay reler the Dispute for resolution
arDtrratlon. Such arbitration shall be govemed
"i
"irf.,",
bv
bv the orovisionl
of the Arbitration and Conciliation n"] fS96 ;r'"";"t.ir;;.;
g"_di1""!!9" or re-enaclment rhereof for"ithe tir" n"i"il i" i"i"J
I ne Hurchaser or the Sellers
as the case may bd snall be
entitled apply
.to or interimto the appropriate competent court f-oi
tnrenocutory relief in respect of such arbitration. the
arbitration sha be hetd at Bangatore in tn" foibwing
rnln;;er,'""
22.1.1 Allrroceedings in any such arbitralion
shall be conducted
in English.

22.1.2 There.shall b€ three (3) arbjtrators,

all of whom shall be
fluent in Engtish. Within thirty (30) days of tne ,eiuience
of,the Dispute to arbitralion, tne burtv -.,uf,<in"'iil
reference shall appoint one
sha appoint one arbilrator."roitr"ror.
ii"
oin"r"p"ni
fne tirirO"nJ
arOitraroi snafii?
appointed by the two (2) appointed arbitrators
(30) days of the appointment of the tast ot tne wittr-inliiiJ
arbitrators.
twi

22.1.3qhe.arbihation award made by all or a majority

of the
arbitrators shall be final and binding on the pa;ie; ;;;
the partjes agree to be bound ihereby anO to act
accordingly. The award shall be enforceable in any
compelent court of law.

221.4fhe award shall be in writing and shall be i reasoned

award.

22.1-SIho panel may (but shall not b€ r€quired to) awsrd to ths
Party that substantially prevails on merits, its costs and

Pase 24 of 47
Share Srr ' afd Purchase Shareholders Agreemcnt i2rr'Janr:ry 2007

reasonable expenses (including reasonable fees of its

counsel).

22..i.5\/tlen any Dispute is under arbitration, excepl h,r thc

mat{ers under dispute the Parlies shall conlinuc to
exercise their remaininE respective rigltts and fulfill tlreir
remaining respective obligations under this Agrcement
and the Company shall continue its operations during the
pendency of the arbitration proce.ldings.

23. CONI-IDEN r lALlry AND ANNOUNCEIiENTS:

23,1 The Pldies recognise that any of them may be givel and have
access to confidential information ofthe other Party. The Parties
- undertake not to use any such confidential informaticn, for tlteir
own purposes, without the prior written consent of the oth( r
Party and shall use their best efforts io keep confidential and not
to disclose io any third party, any confidenliai inioflration of the
other Party. The contents of this Agieen.te|lt shall also be kei)t
confidential.

23.2 No announceriter,t or circula. (ollter than an announcemcnt tltc

text of which is approved in writing by the Parties) in conneclioir
\Tith the subject matter of this Agrecment shall be madc or
issued by or on behalf of the Parties other than (i) as rqquired by
l-riw or (ii) to any Authority to which any of tlle Partics is suijjc(:t
{ir (iii) to any financial iitsijtulions or banks, without thc. t)rbr
written consent of the other Party provided that if any Parly is
requirod to make an announcement by reason of any of (i) or (ii)
or {iii) above, it sllall consult with the other Partics as to the
conlents of any such announcenleni and take into accgult ail
reasonable request of the other Parties relaiing thereto.

23.3 The l,rovisions oi this Section shall sunr'ive the tcrminaiioi of

this Agreement.

24. TERIII AND TER.MINAI]ON

This Agreement shall come into'effect oii the Closillg DaLr and this
Agreement shall remain in full force anil efiect until ternriflated Upcn
the happenilrg of any of the foliowi.tg JVe,r:s:

24.1 Termination by agreenteni

This Agreement flay be terminated by the muLual consent oI the

Purchaser and the Sellers expressed jn writillg.

. T.rrn;n.tion by th. Party

Eithcr Party may terminate this Agreement forthwith after givin0
notice in writing to the other Parly. on the occurrencc ol any ol

l,age 25 of ,',7
 12ih January 2007
Share Sale and Purchase Shareholders Agreemenl

the following events:

24.2.1if a force majeure event of the type set out in Section 26

continues to exist for more than fortyjive (45) days and
the Parties are unable to recommence the performance
of this Agreement as provided in the last sentence of that
Section;

24.2.211 the Company is declared insolvent or bankrupt or is

unable to pay its debts or makes a composition with its
creditors generallY;

24,2.3it a trustee or receiver or administrator is appointed to

take over the assets or the business or the undertaking of
the Company;

24.2.4 governmental action debarring the Company from

iarrying on business or rendering it impossible to transact
the business of the Compa-ny, for a substantial time; or

24.2.5i1 a substantial portion of the assets' property, revenues

orbusiness of the ComPanY is
confiscated or
expropriated bY the Government (Central or State) oI
lndia or any governmental agency or third party in lndiai
or

24.2.6 if either the Sellers ceases to hold 33olo of the shares of

the Company or the Purchaser ceases to hold 67% of the
shares of the ComPanYi and

24,2.7 il lhe Company is dissolved or wound up compulsorily or

if an ordei shall be made or an effective resolution is
passed for the winding up of the Company

24.3 Termination in case of default and consequences of such

termination
24.3.1 lf either the Purcllaser or lhe Ssllers shall have
committed or permitted a breach of any of the covenants,
terms. conditions or agreements hereinbefore contained,
and on its part to be performed or observed' the party nol
in default may serve on the party in default a notice
specifying the breach in writing, and requiring it within
one hundred and tlventy (120) days to make good the
same and lf the party served with such notice shall not
within the period of one hundred and twenty ('120) days
aforesaid comply with the said notice, then the party that
served such notice may serve on the other a further
notice in writing to terminate this Agreement and on the
receipt of the said notice' this Agreement shall stand
absolutely terminated. '
Page 26 ol 47
 Share Sale Jnd Purchase Shareholders ngreemenl 12rr'Jiinuary 2007

24.3.2 Upon termination of the Agreement as provided in this

clause if the party not in dcfault is the purchaser, the
Purchaser shall subject to all necessary Aufl]otisations
and applicable Laws, have, if so notified to the Sellert it.l
wriling within a period of a hundred and eighty (1A0)
days. the right to purchasc all, Lut not part only of rc
sh0res held in the Company from the Sellers at thc p cc
which shall be determined in thc same manner as set out
in Sections 9. 1.3. to 9.'1.6. (s3le and, in any case, it shall
reserye all remedies against tlre Sellers to indemnify it
from the breach ofthis Agrccmcnt.

24.3.3 Upon teimination of the Agr3ertcnt if the party not i|l

default is the Sellers, the Sellers shall subject to a
necessary Authorisations and applicable Laws, lrave, if
so |otified to the Purchr.er in writing vr'jthin a perjod of a
hLinLlred and eighty (1E0) days, the right to sell all, but not
part only, of the shares held by it in the Company io the
Purchaser at lhe price which shell be deterniined in lhe
samc manner as sct out iil Scctions 9.1.3. to g. 1.6. (sale)
and, in any case, it shall re:erve against the purclroser
. all remedies to indemnify it from the breach of this
Agreement.

24,4 Consequances of termin.ilion

ln the evcnt of termination of this Agrcemeni lor any reason

whatsoever sub.iect to Section 2S.3 oi tis Agreement:
24.4.1the rights and objigaticns of the parties under this
Agiccment, which by their nature survive the tcrmination
of this Agreentent (sL.,it as, the obligittiol]s un(ler
Sections 23 and 24 above), shall not be extinguished by
the terntination of this Agreemert:

24.4.2 termination of flris Agreemel]i for whalever reasons will

be without prejudice to the right of any party against the
other Parties then accruing or accruecl in resp;ct of the
event giving rise to such terrnination or any prior liability
or olherwise under this Agreentent.
2,,. FOiICE +IAJEURE
No Parlr shall be liable to the other pailics if il is prcv{rnled Iiom
perlormirg its pad of this Agreemsnt by an evejrt oi occuriencc of
Force Majeure. As used herein "Force Mijeure,shall mean any cari ;c
or circumslance outside the reasonable control of the party seeking lire
-. *dy,-. protcclion of thit ccction including, but not limitod to hoeliliticc. reclreint
. ot rulers orpeople, revolution, civil commotion, strike, labour

earthquake, explosion, blockade or embargo, or any law, proclamation,

Page 27 ol 47
 Share Sale and Purchase Shareholders Agreement 12tr January 2ool

reoulation or ordinance, demand, act or requiremenl of any

qo"vernment having or claiming to have jurisdiction over the. subiect
iratter of this Agreemenl or over the Parties hereto (and any other Acts-
-Party
ol God). The whose performance is affected by an event of
Force l\4ajeure shall promptly notify the other Parties of the existence
and cessition of such event The Parties shall take all reasonable
steps within their power to recommence performance of the Agreement
within thirty (30) days following the cessation of an event of Force
Majeure.

26. NO-OBJECTION

26.1 The Sellers hereby jointly and severally irrevocably and

unconditionally consents and agrees al all times to consenl to
the Purchaser and its holding or a subsidiary companies and
any of its and their Afflliate(s) entering into any future venlures,
coilaborations, tie-up through investment in shares or
debentures or technology transfer licenses or trademark
licences or investment by whatevef name called with any other
Person or entity in lndia in the same field other than in respect of
the Products. On the date of execution of this Agreement the
Sellers shall provide the Purchaser its written no-
objection/consent in the form set in Part I of Schedule 4 to this
Agreement or such other form as may be required by the
Purchaser for this Purpose.

26.2 The Company hereby irrevocably and unconditionally consents

and agrees at all times to consent to the Purchaser and its
holding or a subsidiary companies and any of its and their
AffiliaG(s) entering into any future ventures, collaborations, tie-
up through investment in shares or debenlures or technology
-licenses
transfer or trademark licences or investment by
whatever name called with any other Person or entity in lndia in
the same fleld other than in respect of the Products On the
dale of execution of this Agreement' the Company shall pass a
resolution, in the form set out in Part ll of Schedule 4 to this
Aoreement. of its directors at a board meeting or by circulation
cinveying its no-objection in this regard in favour of .the
Purchisei and shall provide a certified copy of such resolution
lo the Purchaser. Thereupon, the Company shall provide the
Part
Purchaser its written no-objection/consent in the form set in
lll of Schedule 4 to this Agreement or such other form as may
be required by the Purchaser for this purpose'

27. STAMP DUTY AND TAXES

The Purchaser shall bear and pay all stamp duties payableand on the
Sellers shall bear pay'
tr"i"io oiG" sh"r"s to the Purch;ser' The or
\)-
lii l"lr lii-"i.i" iiluainJ sains lax
"apitar
pavable bv it in respect
the sale of the Shares.

"qffi Page 28 oI 47
Share Sale and p|].chase Sharellolders ngreelnenl

NOTICES

Any noticcs or communjcations required lo be given

or servcd by any of
ihe Paflies cir the olhers in respeci of ttri". nlrJ"rrr"nr
\/riling in Enstish to rhe others,'and sh" i,rlrjiiJi1,*" ,,,
.ervcd,.if sJit by prepaid b";";"; io ;;;"iin"n uu,y
registered mait with 3;kn;;;dJoi,Jni ,tuo
Ire.address specified in th; tifle to rni" egrec.eni "ai o,
o,
.:ddiess as may have been notified to tnu oi oi p"iit""" "i"i,,rt,..,
vJith
ii'"il'oro"n"o
.trrts -clause
cr by facsimile process to tfru Fu.f,""i. i""il" _++
1244 533OO2 for the attention of the Managing Oi,Jor, ""t,, ii"'s"rrnr"
on fax no. +91 8026611716 for the atieniic; &G"
and to ihe Company on fax no. +9j 08026611716
illnuJi,rq'oiro"tor.
the cenerat Manager. All notices shall Uo Oner"O
iciiil nrj"-nrion tlr
given on (i) the business date immeoiatefy
to nnuJ Ue-e"n valiOfy
afteriine oai" oitioiirrli"rion
back. if_rransmi ui oy rulsimro tr.an.rrrii$on, o.
It|I:,]il':"d ol:TWer
seveniays after posting it sent rry re0isrcrcd po3i, (,r
)l:l:l: :191'y
(n) rne :)usincss date of receipl, if sent by cour,ci
oi perionol ,.tciiv,..y.
25. MI:;CELLANEOUS
29.1 l.csetvation of Rights
I\lo forbearance, indulgence or relaxa!ion
or jnaction by any party
r1g t9 require perrormancc .r
;,:ff lr tlpro"i"i#s,or
""v tris

"1;;i
:'l'3[,.'81 I I .; ?: J#:,3[::1" f:T : f,i,
any waiver or acquiescence by any party
ot any "T,'#:*i: ii:
the provisions of this Agreemcni srrali'notG Or!u-"n"oi
lo-n""'iru""o'
nny or
yaiver or acqujescence of any continujng o, ir""uool""o"irou"rt "" o
of such provisions or a waiver o[ any rigf-ri
oi"ri"ii"
""0*
this.Agieement or acquiescence to .r r."ojniuon-oriioi "rt "r
i""unoror-
position other than as expressly siipulated'in
rcmedies of the puichaser un.Jer this ntr"1."nni
iflil aqiJ.rn"rt nff
pevided herein cr confened by stetute, rul,"Ul,,l-
iu*-, fu*,
custom. liade, o, usage aie cumulaiive "iuif "onrro" ana
and not afieinaiive
may bc.nfoiccd successi.,ely r concu:rc,, y.
29.2 Severabiiity

29.2.1 All provisions. of thi{i Agleertent shall be severable ancl

no such provisions shall be affected Uy tne invafi,fify
oi
;ny other provision to Ihe e).teni lhrt such inv.rliditv ct'oc!.
n9l.at:.o r?,rder such othcr provi"ions
- .t lhc jnval.dity ol any provision of lhisinvoli.,. fn tf,J
Agrcement, it"i.n,
s:rair
be interpreted and eniorced if i;";;;r;;;;
thereby renCered invalicl werc "" "li
not contained hereini
any provision of this Agreement snatt Oe susceititrie lf
two . inlerpretaUons. one of which woulu .rni"i1n"
oi
provision invatid and the other
of whtf, *oulO
provision to be valid, suclt ptovision t#
""ii"" to
shall be deenrcd
nave the mcaning which would cause it
to be valid.

Page 29 of 4t
Share Sale and Purchase Shareholders Aqreement l2ih January 2007

29.2.2!f any provision of this Agreement shall be prohibited by

or adjudicated by a court to be unlaMul, void or
unenforceable such provision shall to the extent required
be severed from this Agreement and rendered ineffective
as far as possible without modifying the remaining
provisions of this Agreement and shall not in any way
affect any other provisions or the validity or enforcement
of this Agreement.
29.3 Assignment
This Agreement shall inure to the benefit of and be binding upon
the Parties and their successors-in-interest. No Party shall be
entitled to assign its rights and obligations under this Agreement
without the prior written consent of the other Parties except that
the Purchaser shall be entitled to transter or assign all or any
part of its rights, benefits, obligations or responsibilities under
this Agreement to any Affiliate(s) or nominee(s), without the prior
written consent of the other Panies.'

29.4 Amendments
This Agreement shall not be altered, modified or supplemented
except with the prior written approval of the Parties.

29.5 Entire Agreement

This Agreement constitutes the entire Agreement between the
Parties in respect of the Transaction and supersedes and
cancels any prior oral or written agreements, representations,
understandings, affangements, communications or expressions
of intent relating to the subject matter of this Agreement and
merges all discussions and negotiations among them and none
of the Parties shall be bound by any conditions, warranties,
understandings or representations with respect to such subject
matter other than those expressly provided herein or duly set
forth on or subsequent to the date hereof in writing and signed
by a proper and duly authorised officer of the Party to be bound
thereby.
29.6 Authorisation
The persons signing lhis Agreement on behalf of the Parties
respectively represent and covenant that they have the authority
to so sign and execute this document on behalf of the Parties for
whom they are signing so as to create binding obligations on the
Parties. Each Party represents and warrants that it is permitted
by its respective corporate charter and incorporating documents
to enter into this Agreement, and is not restrained, prevented or
inhibited by any conlract or arrangement to which it is a party or
the order of the cou.t or the Authority from entering into this

Page 30 of 47
Share Sale ,r:-l Purcha:o Sharehokjers Agreemenl 12'h.lalurry rrt97

Agreemcnt or undertaking the obljqations herein contained.

29.7 Headings

The paragraph headings contained jn this Agreenrcnl are for iho

convenience of the Parties and shall not alfect the meanjng, ot"
interpretation of this Agreement.

29.4 FurtherAssu;aitces
Any tiine alier the date of thjs ngreement, 0.re Sollers an(t
Purchascrs will use ats best enjeavgurs to piocure thal lhcy and
or any nccessary third party shall exccLlte such docunrenis and
do such acts, deeds, maiters and things as thc Selier,
_ Purcnascr and or the Ccnrpany, as the case may be, may
reasonably require for the purpose of giving to the Seller and
Purchaser the full benefit of all the provisions bf lhis Agreencnt.

29.9 Governing Law

(i) I his Agreement shall 1.,,c govcrircd, conslrucd, interpreied
and given effect to according to the laws of lndia.

(ii) l he provisions oi this section shall survive termination of

tiris Agreement.
:.1.10 Cosis

Eaclt party shail itear teii respeciive costs and expqnscs,

including legal fees, in connection with their performance of anj
compliance with their liabilities and obligations under or in
connection wiih ihis Agreement.

2J.11 lndepencient Parti. s

Each of tlte Pirrtiis shall act in all ma ers relating to the
Agreenrent as irit independent parly and nothing ccnlilin.d
herein shall conslit(ite any of them as the agent or pa(ncr {,f tltc
other.

2!i.12 Counterparts

This Agieernent shirll be executed i tlucc counterpaits, ca.l.. of

which shall be deemed to be an erigin€rl, but which togctiier
dhall constitute one and the sanre insl.urtent.

"-cq6, Pa3e 31 ol47

 Share Sale and purchase Sharehotde€ Agreement
121^ January 2oO7

lN WTNESS WHEREOF the pa(ies

have executed this Agreement on
the date and the year first hereinabovlereto

SIGNED AND DELIVERED

by the withinnamed Sellers
,1.
MR. N.V. VENKATA KRISHNAIAH

2. MR. N. v. sRrNrvAsA [4uRTHy f t", *' J. I\-.- "

3. MR. N. K. MURTHY 1-
4. MRS. REKHA ANAND

ln thspresence of

l\4r M. Kay - OIaer Group Finance Director on 12rh January

2OOr--S-.-.-*r",
And in the presence of

for and on behalf of

the withinnamed purchaser
FAWCETT CHRISTIE HYDRAULICS LIMITED
by Mr. craham J. Miller
Title: Managing Director
ln the presence of Mr M. Kay Olaer Gmup
- Finance Director--X-.^*l
J *'-:
srcteo
J, L r"u
oeuvefil6-
aruo
t
for and on behalf of
the withinnamed Comoanv
FAwcETT cHRrsrte xvbnlultcs ltNDIA) pRrvATE LrMrrED
by Mr. N. V. Srinivasa Murthv
Title: Director
lye p)eflc:rot Mr M. Kay - Otaer Group Finance Oirecto)\C,,r--._rs,Z

D DELIVERED

the wilhinnamed ComDanv

FAWcETT cHRtsrre nvbnnur_rcs
by Mr.
ltNDrA) pRrvATE LrMrrED
Graham J. Miller
Title: Managing Director
' ln the presence of Mr M. Kay
- Olaer Group Finance Directo)\<-\,.--.-+\ ,

Page 32 of 47
 Sirare Sale and Pukrhase Shareh{rld.rs A! -..,,.1ent
12'r'.1,r')r- ..,'r'.rr

SCHEDULE "1"
Particulars of lhc Shares sotd by ihe Selleis

Sr. Name, Address

and Conlact
lrio. or I oGrirrctive Share Considera
No. Shares I Nun ibers Cerlificate tio to be
details of {he Numbers paid lo 1l)c
(inclusive)
shareholders. Sellers
MR. N.V. VENKATA
KRISHNAIAH

MR N. V.
SRINIVASA
l\,1llRTHY

MR. N. K.I.4URII]V

ryqI Page 33 of 47
a

Share Sale and Purchase Shareholders Agreemenl 12\^ Januaty 2oo7

SCHEDULE "2"
REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers hereby jointly and severally represents and warrants to the
Purchaser that:

1. OWNERSHIP

1.1. The Sellers:

1.1.1- are the beneficial owner and registered holders of all the
Shares, free and clear of any Liens and
' 1.1.2. have full legal right, power and absolute authority to enter
into this Agreement and to sell the Shares to the
Purchaser without the need for the consent of any other
Person.

1.2. Good and valid title to the Shares will be transfened to the
Purchaser free of any Liens and with all rights attached thereto

1.3, No shares of the Company have, at any time' been issued and
no lransfers of any shares of the Company have been registered
otherwise than in accordance wilh the articles of associalion
from time to time in force and the Act, and any necessary
Governmental or Regulatory Authority consents have been
obtained for each issue and transfer of shares of the Company'

2. AUTHORIZATIONANDENFORCEABILITY

2.1. All applicable actions on the part of the Sellers necessary for the
authorization, execution and delivery of this Agreement, and the
performance of all obligations of the Sellers hereunder' and the
sale, transfer and delivery of the Shares being sold hereunder
have been taken or will be taken prior to the Closing.

2.2. This Agreement has been duly executed and delivered by the
Sellers and constitutei the legal, valid and binding obligation of
the Sellers and enforceable againsl the Sellers.

2.3. Each share certillcate constitutes conclusive tiile to the Shares

of the Company to which the share certificate relates.

2.4. The Sellers does not have any legally or morally binding
agreements, arrangement or understandings with or affecting the
business or affairs of the Sellers, or is aware of any matters
conceming the business or affairs of the Company which might
reasonably be expec{ed to have affected the Purchaser in
deciding whether to enter into this Agreement.

Page 34 ol 47
Share Sale and I'urchase Shareholders /\grec|lellt

2.5. The Sellers or the Company is not negotiating wilh nor have
otlier
llrey agreed to sell any Shares to any third party or any
i! stiument convertible in the Shares or entitling the
holder
tl er^tf to any dividend, voting or any other rights in llre
Con,,rany.

NO VICLATIOI,I OF LAWS OR AGREEIV]ENTS

3.1 -ihe cxecution and delivery of this Agreenlent cloes rlot' and
co;sln'tmation of the Transacticn contemplal'cd by this
agi"";""t and compliance with tlle terms, not condilions and
LolllliLl lvitlr
pivisions ol this Agreement by thc Scllois will
or rcsult in a bleach of or constilute a dciault (ol an cvcllL wl)lLll
mignt, witn the passage of time or lhe giving of notice' or
both'

- lcistitute a Oefauttl under' or resull in or permit tire modiiication

or tennination of any provision of' or result in or permit the
acccteration of the maturity or the cancellation of lhe
r/r
nerfotmaitcp ol any obligaiion under, or resull in Ihe credlion
impositicn ol any Lien of any nature vvhltsoctci upon lhc
(:oml Jny s or the Sellers s assets or givc to orilc;s arly.lllleresls
ii rignts'tnerein under any indenture, mortgage' h)'poihccatioir'
tan'cr credit agreement, license, contract or olher agreement or
conrm"rrcnt to-which the Company or the Sellcis ai3 parl;c3. o'
Lry v'l:i.h any of them or any of their assels rr
y LF r14und o'
eiffe,:tr,;ti .

4. t:,f UN)ISCLoSED LIABILITIES

T1.r Seller.i i:j not aware of any undisclcsed Taxes or otllcr liabilily in
i. pJ ot of concerning the Company except to the cxtent fully
r{:iiecl€d in the Accounts.

5. NO PENDING LITIGATION OR PROCEEDINGS

Th:re a;e cuiicnlly no outstanding judgelnents, decrces or ordctil cI any
co rrt or the Atrthority against or affecling the abiiity of llle Selicrs io
ir. .rsfer lhe Strares to the Purchase' pursuant 10 this Agreement free and
ck 3r of any Liens. There are rro. outstanding judgements' gg:rce.s..cr
orders of any court or the Authofiti against or arfecting the ability of the
purcuant
Conrpany to record the transfcr o[ the Shares to the Purch']scr
qxecution of
io this Airecment free and ciear of any Liens Neiiher the
thisAgr;metrt nor the consummation of tho Transaction will violale any
thc
ordcr,"wrii,.iniurrction, decree' statL'.e, rule or regulation 'pirlrcirble to
Sellers an(l tl e ComPanY.

0. ITICORFO'1, TION AND POWES

The Company 13 duly lncorporated and organlsed and ls vallclly
existing under the ,aws of lnCia and is duly registered and
authorLed to do business in lniia. The company has all
reqr:isite corporate power and all governmental licenses'
FJge 35 o{ 47
 Share Sate and purchase Shareholders
Agreement
12tt' January 2Oo7

Authorisations, consents and, approvals

and operate its properties.and
required to own, lease
assets as now owned, leased
operated and to carry on tts business and
ai now ;;;ilffi;,".,;
6.2. The business and affairs of
the Company has been conducted
accordance with, and th in
is not in violalion of
rne compani.
- ni"l#
rr/l"rnor"norrn"oi -Yoto"ny
"--vu'dtlon'
lhe
or the Arlicles ot Association of

7. ACCOUNTS
7'1
lffi"tff?:*sifi:l:1, gryr9"9tqs or the companv rairrv
rigbilities and transactions
rn iiii ;;;;il lt:' "t:"t:"
a"""pt"Je"iuniinolS#i""0'u regislation and with Gcncr2llv
"c"o'o"nce
xices (,,GMp.) adopted in lndia then
rn force
7.2 The Company has not. no
r" not *qJi,ui io? ft;";'ji ;:r"Jcffi:: 1i""il",:XXi:.,"" *"
7,3 The Accounts have be
applicable ruol.ruiiJ"'""i"Fl flepared ln accordance with
and show
oi ir'" prorii Ji rJ"J;tl;"" :T" ^ a true and rair view
arr.resieci.'i;;"";#;"X?:Tll:fi ..iil:ii'ii;""r"fi
:Iiigdh? items.
provtsions for taxation
rhe Accounts- have ',;yI
i;"iJd;,,#;""i"i
that
laxes of the gorounu 13-"'tr1ient to cover all liabilities ol
a
commirments, ctal#'llJ" "no conringent liabilities en.l
in turr oetairs. it aiy'- '"' dny other liabilities have been
set oul

7,4 The Accounts fairly and a(

disclose the writlen down
values or the fixed assets ;".'1"t"ty
rn" ,e"pe"iiue"-oltl;;;d"11P'tp"'tl"s of the companv as or
except
in i1".ordinary
encumbrances created certain ;ormal
",ld course of business
ttrereon, tnere- wlri"""" a,",,'l"!

"no
tn",e wiirt" io";" * 5i,i3 31"i"]"Ul;:[ffi::::""",::
7.5 Alllh-e Statutory registers and
the minutes books contain. in afl
material respects. true. fr
and accurare records or
"rr
m"r",i"lsl"qli.";; #l$;;fff
.TAXES
8.1 The Company has timelv filed
*'rr.sp6"t ti air-ra;;J ffiH"1i?:1";JilH,j'j",:"i:i5j,
complete in all respects. Th :lJ
b;"Jro;,y' ;;;;:Y!l!l;" ii,,HlT^liill fffi 11,;: ;J +::

Page 36 of 47
.rlran, Sr,e and Purchasc Sha,ct)ulders Agreemenr

8-2 All. Taxcs (including advance tcxes) owcd

(wneurJ or not shown on any Tax Retr,rnlbV tltc Comornv
i131.. bccn'oai,i
except lor laxes which arc lhe su!1e.i ol a good
taitn cf;rprrf:
and lor which adequale reserveb havc LJccn
t.it.cn or, ttre :,o,,ks
ur.ulc_\.ompany and disclosed in th.r Accounts;
and llas Dii.J.1ll
olher Taxes for which a loti,.e of assessmonl-;;;;;;;;;;
Pillcnl fls.been receivcd; . rd ha.i a.,equa'cty rebcrved tc,r ail
r axes whtjh have become
due but ha\e not yct becn pJiJ.
8.3
111,,
f1^:" tlral the Cori,l)any rs rc.tull .J by tJw lo w;lhtr,,t.toi
uurreut iiJve Oeen duly wiihhol,l or Lollected .nCJ I a\,c l,.jcn
over to the appropriota -Tdx Authorily, ancf afl f,jxcs
l:n:'I !"'d
ur rrre uompany have becn Daid or C\.lcqualely rcscrvcd Cgc;nst
in the Accounts of the Com,tany.

8.4 is not liable {JirL,cily or indirec y for thc Trxns ol

]le ,ornp^any
ar'ry otner person_

8.5 The Company has not received any noiices

n irofl any Tax
treating. the Comp:ny r., c reprosLrta:jvc
lPi'y ,
., rces'.ee/agent and no tax dernanJ has bccn rai;ej again:t
compi:ny rc
in lhis regard.

8-i; has complicd in a rrre irt re.;pLulj v i r art

]_,::.,9ump?ny
r.qurr-ments under the L]dia Translor pricinS tlrc
t-.spc':t lL' lransactions witir associatcd enlcrprisc,r,
Regutdiio; \ ;i;
i,cfuain,,
r,-l lin,itcJ to adherence to i rin s ter ,eih .-;;,;.;"ti;;;l"f; "';
fr,ri
lransaetiims ..nd filing of all necessary returns, ; i
r.ports. The company has not rccejved aniinFolirration and-
causeroli"?'or other form of query from fu^ ni,tr]o,]ii"l in;;ir;--;st:
i"in,ii"
a coed non_comptiance of :tiL t dian Tra,isfcr pricirr.r
:^ i]:jy..r resulting in
r<Fgurarron additional ta). lii,Lility io rF. CoDrl,.r,.y
- -
Tie_ C;n1rs6y ltolds or has olrlrir 2d r!t
tlre pil.,l all vjitirt
ltcense'r. approvals, registrations, c,rlilicutes, pL,,";r.ion"
confcrts and other requisiles und^r the fu""'rol"liig o,
i;"r:,"o

lL P_ENDiNi: LtItcATtON OR pROCEii.:NGS

By OR .r,.GA;i{ST
THE COMPAIIY

9.; -fl ither Company nor its ma,lagctne|t is or fias

cr'ilagcd.fltt
i r eny prosecution, litigaliurr,-crl it,rlir,n
bc.jn
aonrlntstrativc or governmcnlal itrvcs:iqarion
r,.,,,""i,,,. "j
retc'ing to thc business of lhc Cornp.rn j
or l,"Lf._:,.."
piui,,ri-fr. J"til.l;r.
[Il.o",,r
or in any orher capacity wh;rherl;ffi;;
"'" il;il;
s.2. is not a parly to eny pending or threatcned
Ll"-,9:lnO"lI
litigi,tion and is not aware oi any issucs th"irn;y'l;;";;;
potential [or litigation. The Company
lrrs not ,e'"ciucj Jni
Pdge 37 of 47
Share Sale and Purchase Shareholders Aqreement 1 2th January 2oo7

notifications, requests or allegations of infringements or

violations from any governmental agency, industrial tribunal or
public authority. The Company is not aware about any facts or
circumstances, which might in future lead to any litigation,
dispute, arbitration, official or regulatory investigations other
proceedings.

10. AUTHORIZATIONS AND COMPLIANCE WITH LAWS

10.1 The Company has all permits, licenses, Authorizations and any
similar govemmental and regulatory Authorities, permits,
certificates, licenses, approvals and registrations (collectively,
the "Authorisations") necessary for the conduct of its business
as now being conducted by it. The Company is not in default in
any respect under any of such Authorisations.
10.2 The Company does not have any licences, permissions,
authorisation, registrations, duration, work obligations and
consents which are subject to termination, revocation or non-
renewal on a change of control of the Company or on any share
acquisition by any third party.

't 1. LABOUR RELATIONS

1 1- 1 The Company has complied in all material respects with all

applicable employment, labour and industrial laws, including
without limitation, Payment of Gratuity Act, 1972, Employee's
Slate lnsurance Act, 1948, and Employees Provident Fund Act,
1952. The Company has made all required statutory
contributions under such acts and other applicable laws in
respect of eligible employees.

11.2 fhe Company is not involved in and there are no present

circumstances to its knowledge, which are likely to give rise to
any labour, industrial or trade dispute or any dispute or
negotiation regarding a claim of importance with any trade union
or associalion of trade unions or organisation or body of
employees.

1'1.3 The Company has not breached any legislation or authorisation

relating to the health or safety of its employees.

12. INSURANCE

1. The Company maintains existing valid policies of insurance on

the date of the execution of this Agreement.

There are no circumstances which would or might entitle the

Company to make a claim under any of its insurance policies or
which would or might be required under any of its insurance

Page 38 of 47
 Share Sale and Purchase Shareholders AgreemeDt l2rh Janurry 2007

policies to be notified to the insurers that could reasonably be

expected to have an adverse effect on the Company.

13. ASSETS

13.1 None of furniture, fixtures, fitrings, furnishings or other assets of

the Company is owned by any of its directors, officers or
employees.
'13.2 No notice has been served on the Company under any law,
rules or registrations and/or. by any government, public body or
Authority that might materially impair, prevent or otheMise
interfere with the Company's use of or proprietary and other
rights in any of its assets.

13.3 All office premises are not subject to the payment of any
unusual outgoings (except the usual rent, license fees, taxes,
rates, maintenance and services charges payable in terms of
the related agreements in addition to electricity and telephone
bills on actuals), nor is there any peison in any unlaMul
possession or occupation of, or who has or claims any rights or
easements of any kind in respect of the such prop.rty o,
part of it adverse to the interest, right ortifle ofthe iompany. "ny

13.4 ln respect of the Company's premises, there are no; (a)

outslanding notices or orders issued by or agreement with any
local or other authority; (b) any proceedings in respect of any
infringement of the building bye-laws or any monetary claim or
liability (contingent or otherwise) under N4u;icipal Development
Regulations or the Town planning Legislation or any other
regulations or otherwise; (c) any order served on the Company
for the compulsory acquisition of the immoveable property or
any part of it by any Authority or any notice for closing,
demolition, clearance or requisition.

13.5 The Company has complied with all statutary and contractual
requirements applicable to lhe premises.
13.6 There are proper arrangements for the supply of water,
electricity and other services at all the Company's above
mentioned premises.

14. CONTRACTS AND COMMITMENTS

Save and except in lhe ordinary course of business:

(i) The Company has not issued or given any guarantees.

(ii) The Company is not a party to any contract in terms of which it

is or will be bound to share profits, pay any royalties or waive or
abandon any rlghtg
 Share Sale and Purchase Shareholders Agreemenl 12tt' Januaty 2OO7

(iii) No contract entered into by the Company:

(a) is outside the ordinary course of business or is otherwise

unusual:

(b) imposes or is likely to impose an obligation on the

Company to make any payments after the date of this
Agreement;

(c) has a ileriod of more than twelve (12) months to run from
the date of this Agreement until its expiralion or
termination except the lease agreements approved by the
Purchaser

(d) is incapable of being fulfilled or performed on time without

undue or unusual expenditure of money or effo(; and

(e) is not on arm's length terms.

(iv) The Company has not breached any contract in any manner
whatsoever lo which it is a party.
l

15. DISCLOSURE
No Warranty by the Seller in this Agreement, and no exhibit, document,
statement, certificate or schedule furnished or to be furnished to the
Purchaser pursuant hereto, or in connection with the transactions
contemplated hereby, contains or will contain any untrue statemenl of a
material fact, or omits or will omit to state a material fact necessary to
make the statements or facts contained herein or therein not
misleading or necessary to provide the Purchaser with adequate and
complete information as to the Company and its affairs.
,]
i

'l
l

,1, l

Page 40 of 47
Sh-.. S. Je and Purch rsc irafcirrld,.-'is Agreement I2r" ii:noary 2007

SCHEDULE '3"
DEED OF ADHERENCE
THIS DEED i" made oir the day oi

BETWEIN:
(1) (hereinafter called "the Coirtinuing Party");

(2) (hereinafter called "lhe Transferor"); and

(3) (hereinafter calied "the Trans{eree").

SUPPLEMEN IAL TO a Share Sale and Purchase and Shareholders'

Agrcement dated the '12th of January, 2007 and entered into betur'een MR.
N.V. VENKATA KRISHNAIAH, MR. N. V. SRINIVASA I\4URTI-IY, MR. N. K,
MURTHY AND MRS. REKHA ANAND (collectiveiy ttre "Sellers"), FAWCETT
CHRISTIE HYDIIAULICS LIMITED (the "Purciraser"); and FAWCETT
CHRISTIE HYDMULICS (lNDlA) PRIVATE LINI|TED (the "Company"), as
amended, varied, -'../a'!cd or supplemented fror,.t time to time ("the principal
Agre."-^rt")
(A) The TransfL.i.rr intends to transfer to the Transferee shares in the
c.irital of the JVC subject to the Transferee entering into this deed.
(B) I'llc Transferee agrees to purchase such shares and agrees to enter
ioto this deed as ltereinafter provided.

lT lS i I:-IEBY AGREED as follows:

1. ',Vords and fhrases defin,rd in the Principal Agreement shall have itre
same meaning wiren used in this Deed.

2_ The Transferee hereby underiakes .,o and covenanls wliir all the
Parties to ti.e Principal Agreeri.rent, y/ith eifect from the d.rte of the
execution oa this Deed, to compiy v/ith the provisions of and to perform
all the oblig.ttions of the Transieror in the Priitcipal Agiecment as a
slrareholder so far as they may ,ln ain to be cbserved atrd periormcd
and the Contintring Party undertrkes to and covenants with lhe
Transferee with effect from the Cate of thc execution of tiris Deed to
comply \rit the provisions of and to peform iis fespeciive obligations
as provided in tlre Principal AEreentert, so far as they rein.rin to be
observed and performed from the date of execution of tis Deed. The
Transieree shall become a Pany to the Principal Agreemeitt as if the
Transferee were named in the Principal Agreement as a shareholderi
holding 1 ,159 shares in place of the Transferor.
The Transferee hereby confirms that it has been supplied.wilh a copy
of tho Principal Agreement and the Memorandum and Articles of
Association of the JVC and hereby covenants with re Con{ini.ring party

Page 41 of 47
Share Sale and Purchase shareholders Agreement 12rh Janlrary 2007

to observe, perform and be bound by all the terms thereof that are
capable of applying to the Transferee.

4. The Transferee hereby covenants that it shall not do any act' nlatter,
deed or thing or commit any omission that derogates lronl the
provisions of the Principai Agreement or the Memorandum and Adicles
of Association of the JVC.

5. The parties to this Deed agree that save as hereby provided all
provisions of the Principal Agreement shall remain in full force and
effect.

6. This Deed shall be governed by, and construed in accordance with,

lndian law.
-lN WITNESS WHEREOF, the parties hereto have executed this Deed as of
the day and year first above written.

Page 42 ol 47
 rrarc Sale and Purchase Shareholders Agreement

scHEDULr,,4"

PART I

NO OBJECTION LETTER

9!..11F.r9.,slalionery of MR. N.v. VENMTA KR|SHNA|AH, Mit. N. v.

SRINIVASA MURTHY, MR. N. K. MURTHY AND MNS. NEXHN'Nr,iErIO

Dr le:

FAVVCETT CHRISTIE HYORAULICS LIMITED

Sandycroft Industrial Estate,
Chester Road,
Sandycroft, Deeside,
Flintshire CH5 2QP,
U.K.

Dear Sir,

Re: No-objection for FAWCETT CHRtSTtE HyDRAULTCS Lt[,4tTED.s

investment;n, or licensing of know-hcw ai.td trademark to. anv lnJln
entily engaged in the same field other than rranufacturinq. ."riinq ;n,-i
distribution of the hydropneumatic accumulator", n"""i"-i.""
99lqol9ft" tlrereof products wl]ich FAWCETT CIIR|STIE "nd
HYDRAULICS (tNDtA) PR|VATE LtM|TED (rhe ,Corpa,,yj
i"
manufacturir,E at tlte relevant time

1. We. urrderstand that FAWCETT CHR|ST|E HYDRAULICS

LlMllED or
or_subsidiary companies or irs or rheir aftitiat"s or
:::j:111t_
compJntcs may, from lime to time. make afplications lo oroup
promotion Board (.FtpB.) .r- thc Fo"reiurr
lli":lT*l G";;;;;;;i ;i;;;;,';;;"",
reguiaiory bodies or authority to invesi in companies
or entities in india
:!.9 .9, .:t".. which companics or er,titics may
"f
acrvrires in thf, :3me field other :.rn nanli,.-cturing,
L -. enriq{_,1 i,r

drstribulion of tire hydropneume:ic accumulalo;s, ".ii,,; alc

",i.J
aciessoriei
comircnents thereof, products whiuh fi-? Company
is manuia;iun:nf at
th.e_rclevant time. We further underst tnd
that FAVVCEfT CiAf i"fil
HYDIIAULICS Lti\4lTED, and or its hotding, ."U"i.ii",V
or-grouf compar.ies may license know_horv altJ iis
* tf,"i'"iifii""
ti.adcr,-rar:. cr o,ri,
:_I:llhl:" to.ar:y lndian party other ihan thc e-rnpony. ;; ;;;;;
cngagLd in aclivilies in lhose fields.

Vy'e her{rby grant our consent and state that we tra.r'e

no objecljun lo:
2.1 FAVVCETT CHR|STIE HYDMUL|CS LIMITED
or its hotrlino or
subsidiary companies or its or their affitiates or groujco.-p";i;;
tirne investing in lndia to, inter alia, operate any such ;i";
business in thi
sa..ne field other than manufacturing,
hydropneumatic accumulators, acceisories
inJ ;Lirib;;;;. ; il;
"effing
in,: tn"r.oi
"ornpon""i"
Page 43 ol 47
Share Sale and Purchase Shareholders Agreement 12th Janratf 2OO7

products which the Company is manufacturing at the relevant time .

2.2 FAWCETT CHRISTIE HYDRAULICS LIMITED or its holdirrg or

subsidiary companies or its or their affiliates or group companies
licensing their know-how and trademarks or granting a technology
license and or lrademark license or granting a franchise to any lndian
party, including, an affiliate, in the same field other than manufaclurin'g'
selling and distribution of the hydropneumatic accumulators,
accessories and components thereof products which the Company is
manufacturing at lhe relevant time.

3. We irrevocably agree to give our consent and support to FAWCETT

CHRISTIE HYDRAULICS LIMITED or its holding or subsidiary
companies or its or their affiliates or group companies, if required by
- the Govemmenl of lndia or regulatory authorities or bodies in lndia'
including the FIPB, in this regard and to the extent stated herein

4. We recognize that this letter may be used by FAWCETT CHRISTIE

HYDRAULICS LIMITED and or its holding, subsidiary or their affiliates
and group companies at any time without any limit of time.

Yours faithfully,

MR. N.V. VENKATA KRISHNAIAH,

MR. N. V. SRINIVASA MURTHY,

MR- N. K. MURTHY

MRS. REKHA ANAND

\4 Page 44 ol 47
 Sharc Sale and Purchase Si-^rchokbrs Agrcement 12"'Ji.inuary 2007

PART II

FAWCETT Ct :RtSTtE HYDRAULICS (jNDjtt Fi]vATi Lti!4trED

Registered Office:

3Fq9f-yF? T: IAT the Company hereby conveys irs no objeclion to

FAWCETT CHRISTIE HYDRAULICS LIMITED and or its hoiding, subsi<tiary,
affili.tes and or its group companies, at any time, en:.cring into any venlure,
collaborations, tic up through investment in sharcs or debenhrres or
technology transfer oi trade mark agreements or irvcstment Llv whaicver
namc called or grant a franchise, with any othcr pc:sen or cntity in lncjia orre
or mcre of which may be engaged in activities in the sanre field other than
manufacturing, selling and distribution of the hydropneumatic accumulators,
accessories Jnd components thereof products which the is manufacturing at
the relevant tirite.

FUR'|HER RESOLVED THAT the Company hereby ccn,,,eys i,Ls no objection

to FAWCETT Cl.lRlSTlI HYDRAULTCS LtMtTED and its hoiding or subsidiary
company and riny of tileir affiliates or its group ccntpanics, at any time, to
under take any of the above business proposal.

FURTHER RESOLVED Tl-lAT the Compairy lrereby supporls, approves alrd

confirms lhe above proposat of FAWCETT CHR|STIE HVbneUfrCS
LllillTED or its holding or subsidiary company and any of their affiti3tes or its
group companics to be submitted, at any time, to the Governmcnt of lndia
including the Foreigit lnvestment promotion Board and or the Reserve Bank
of lndia under the Foreign Exchange Management Act, 1999.

FURTI-iER.RESOLVED TIIAT any one of the Diie-rtors of the Cornpairy be

and is l-"r.,by authoiised to do all such acts, decds, matters and ihinEs and to
sign and i:ecule such deed and documer,ts as may be nec""."rf, p,u1,r,
and expedient for the purpose of giving effeot to this resoluiion and fer rnelters
connected therewith or incidental thereto".

Oertifaed true co[]/

For FAWCETT C!-IRISTIE HYDRAULIcs (Ii. DIA) FRIVATE LIiVIITED

(Authorised Sigrr .ory)

Pagc 45 0l 47
a
Share Sale and Purchase Shareholders Agreement 12rh January 2007

PART III

NO OBJECTION LETTER
On the stationery of FAWCETT CHRISTIE HYDRAULICS (lNDlA) PRIVATE
LIMITED

Date:

FAWCETT CHRISTIE HYDRAULICS LIMITED

Sandycroft lndustrial Estate,
Chester Road,
Sandycroft, Deeside,
Flintshire CH5 2QP,
U.K.

Dear Sir,

Re: No-objection for FAWCETT CHRISTIE HYDMULICS LIMITED'S

investment in, or licensing of know-how and trademark to, any lndian
entity engaged in the same field other lhan manufacturing, selling and
distribution of the hydropneumatic accumulators, accessories and
, componenls thereof, products which the Company is manufacturing at
the relevant time

1. WE, FAWCETT CHRISTIE HYDRAULICS (INDIA) PRIVATE LIMITED

(the "Company') are a company incorporated under the Companies
Act, 1956.

2. We understand that FAWCETT CHRISTIE HYDRAULICS LIMITED or

its holding or subsidiary companies or its or their affiliates or group
companies may, from time to time, make applications to the Foreign
lnveslment Promotion Board ("F|PB") or Government of lndia or other
regulatory bodles or authority to invest in companies or entilies in lndia
one or more of which companies or enlities may be engaged in
activities in the same field other than manufacluring, selling and
distribution of the hydropneumatic accumulalors, accessories and
components thereof products which the Company is manufacturing at
the relevant time. Ws further understand that FAWCETT CHRISTIE
HYDRAULICS LIMITED, and or its holding, subsidiary or their affiliates
or group companies may license know-how and its trademark or grant
a franchise to any lndian party olher than the Company, who may be
engaged in activities in those fields.

3. We hereby granl our consent and state that we have no objection to:

3.1 FAWCETT CHRISTIE HYDRAULICS LIMITED or its holding or

subsidiary companies or its or their affiliates or g.oup companies at any
time investing in lndia to, inter alia, operate any such business in the
same fietd other than manufacturing, selling and distribution of the
trvJropneumafic accumulato6, acceisories ind components thdreof

Page 46 of 47
 Share Sale and Purch.r, . :'i .il)ot.ic:s,/.oreenrenr
l2h January 2007
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l products which the Company is manufacturing at the relevant tinre.

l{
3.2 FA"/aETT CHtitsTtE I,iyDRAULtCS LtMITED or irs holding or
sulii,liary c. ..)anies oi.its or their affiliates or group companies
liceiising lhe, (now-how and tradcr-narks or granti'ng a technology
license and r, rrademark license or granting a tianchije to anv lndian
part/, inoludir .!, an aftiliale, in the se n" field other than manufacturing,
sellilrg and jistribution of il:chydropneumatic accumulatori,
accessories : ::l components thereof p.oducts which the Company is
manuiaclurin :t the rclevdnl time.

qe.'_ilejgcab . agree to give our consent ard suppo( to FAWCETT

CHRISTjE l-tYDRAULICS LIMtTED or its hotding or subsidiary
companies or its or their affiliates or g'lup companies, if required by
the Government of lndia or regulatory auilrorities or bodjes'in lndia,
including the FlpB, in this regard and tc ihe extent stated herein.

5. We recognize thai this leiier may be used by FAWCETT CHRISIIE

H\rDRAULICS LtMITED and or its hctding, subsidiary or their afiitiatcs
and group companies at any tinre without lny linrit of iime.
Yours faithfully,
Fur FAIVCETT CHRIS I tE HYDRAULTCS (tND|A) pRivnt E LIMITED

(F,uthorised S!gnatory)

PaOe 47 ol 47

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