THIS DEED OF SETTLEMENT is signed by on this day of Two

Thousand and Five at Mumbai BETWEEN ……………………………………., at

…………………………………………., Mumbai, hereinafter referred to as the “…………………” (which

expression shall include its successors and assigns and where the context so warrants, one

or more of its subsidiary or associate companies and their successors and assigns) of the

FIRST PART AND …………………. …………… at Bokaro, Jharkhand, hereinafter referred to as

the “………………..”(which expression shall include its successors and assigns and where the

context so warrants, one or more of its subsidiary or associate companies and their

successors and assigns) of the SECOND PART

WHEREAS the First Part is in the business of FMCG namely soaps, detergents and

other good items, and the goods are sold under reputed brand names and the Second Part a

registered co-operative is in the business of manufacturing and sale of detergent powder

and has entered into an arrangement of contract manufacturing with the First Part on

principal to principal basis.

AND WHEREAS while initially the contract manufacturing of detergents was carried

on through purchase order issued by First Part on Second Part, the parties herein entered

into an formal agreement vide agreement dated 15.01.2004 under the terms and conditions

of which the Second Part herein agreed to manufacture and supply detergent powders to the

First Part. The agreement was valid for one year upto December 31, 2004 and thereafter

year to year unless determined otherwise.

AND WHEREAS under the said agreement also from time to time purchase orders

were issued and goods were sold manufactured and were supplied to the Second Part.

AND WHEREAS due to certain disputes between the parties thereto in respect of the

aforesaid agreement dated 15.01.2004 there was discontinuation of business relationship

and no purchase order was raised by the First Part on 2 nd after December 2004 and there is
 -: 2 :-

no commercial transaction between the parties effective 31.12.2004, since when the

relationship between the parties otherwise has eased to exist.

AND WHEREAS subsequent thereof while accepting the determination of the contract

effective 31.12.2004 the parties had met at the Mumbai office of the First Part on several

dates to discuss full and final settlement of accounts between the parties.

AND WHEREAS after protracted discussion and negotiations, the parties have

amicably reached to a terms of settlement in respect of all disputes pending or otherwise in

the manner and subject to the terms recorded herein.

AND WHEREAS for the sake of clarity and to avoid any further disputes have agreed

to have these settlements signed in writing as per the following terms and conditions, which

are independent and without prejudice to each other.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES as under :-

(i) That the parties hereby agree and admit that arrangement of contract

manufacturing and the agreement dated 15.01.2004 entered into between the

parties is purely a commercial contract for manufacture and sale of goods and the

terms and conditions thereof shall be binding on both parties. No dispute can ever be

raised on such terms and conditions.

(ii) That it has been agreed and accepted by both the parties that the agreement

dated 10.01.2004 stands determined with effect from 31.12.2004.

(iii) That a lumpsum all inclusive payment of Rs. ……………../- (Rupees

………………………) only shall be made by the First Part to the Second Part towards full

and final settlement of all claims/dues of whatsoever nature including the payments

of notice period as envisaged under the terms of the said agreement dated

15/01/2004. No further payments are required to be made by the First Part to the
 -: 3 :-

Second Part on whatsoever account and on receipt of the aforesaid amount the

Second Part would relinquish its all rights/obligations, claim arising cut of and in

relation to the contract manufacturing arrangement and said agreement dated

15.01.2004.

(iv) That the aforesaid payment will be paid as per the terms at the following

schedule –

(a) A sum of Rs. ………………………. On signing of the settlement.

(b) A sum of Rs. ……………………. When the Second Part clears off his dues to

its suppliers of Raw Materials as given in Annexure A to this settlement either

by way of payment or return of materials and gets Nil Claim Certificate to the

satisfaction of First Part. The Second Part will render all co-operations in lifting

the raw materials to the suppliers through the authorized supplier of the First

Part by raising invoices and all the taxes/duties if payable, will be borne by

the First Part. The Second Part should not be held responsible of quality

decay/deterioration of quality and storage losses of the materials.

(c) A sum of Rs. …………………. When all the finished stocks and packaging

material as per details given in Annexure B to this settlement are transferred

to First Part by way of sale.

(d) The last instalment of Rs. …………………. has to be paid within ………….

days from this date subject to the Second Part takes all necessary steps to

ensure that pending litigation between the parties are finally settled/disposed,

in terms of provision of law.

(v) That the Second part admits and acknowledges that the dispute and the

determination of the contract is purely that of a Civil nature and the remedy lies

before the Civil Court for compensation and criminal action which has been lodged by

the Second Part shall be withdrawn/dismissed as per provision of law. He clearly

 -: 4 :-

admits that the same otherwise is not maintainable and the allegations under the

Indian Penal Code are false.

(vi) That upon signing of this payment as per settlement all disputes pending or

otherwise stands resolved and no party will have any claims, of past, present or

future, of whatsoever nature against each other.

(vii) The Second Part agrees and undertakes that he would take all necessary steps to

file necessary application on the next date fixed for after making payment of third

instalment for withdrawal/dismissal of the complaint being C.P. Case No. 57 of 2005

filed by the Second Part through Mr. Ashok Kejrewal and pending before CJM,

Bokaro. Similarly the First Part will take appropriate steps at Ranchi High Court for

withdrawal/dismissal of Cr. M.P. No. 302 of 2005. The parties will co-operate each

other for withdrawal of the above cases. The cost of such expenses to be borne by

the First Part.

(viii) It is clearly understood and agreed between the parties hereto that upon signing

of this agreement their respective rights and obligations under the agreement dated

15.01.2004 or otherwise stands extinguished/waived and accepted/undertaken by

parties and the parties further accept a formal determination of their relationship

effective December 31, 2004.

(ix) It is clearly understood and agreed between the parties hereto that each of the

rights waived or surrendered and obligations accepted/undertaken by the parties to

this settlement deed shall constitute consideration for one another.

(x) It is clearly agreed between the parties that this agreement fuly resolves all

pending disputes and differences between the parties or their

promoters/representatives/associates and subsidiaries and also fully and finally

settles all claims, demands, dues etc. whether raised claimable or not and further
 -: 5 :-

settles of all complaints, cases and proceedings of any nature whatsoever pending

before any Court, Tribunal, Authority or any other forum or otherwise and nothing

survives hereafter.

(xi) This settlement has been signed amicably without any force and coercion of the

other part and honouring the terms of civil, commercial contract mentioned

hereinabove.

(xii) Thus this agreement signed at Mumbai and all disputes between the parties can

only be settled under the provisions of Arbitration and Conciliation Act 1996 by Indian

Commission of Arbitration, New Delhi. The venue will be at Mumbai. The parties

would submit to the jurisdiction of Mumbai.

This Settlement is signed on the date and place mentioned above by both the parties

in presence of the witnesses.

FOR HINDUSTAN LEAVER LIMITED FOR MANSA DETERGENTS

CONSTITUTED ATTORNEY See …………… and duly authorized

as per resolution dated ………………..

Witnesses :- Witnesses :-

1. 1.

2. 2.