SERVICES AGREEMENT

This Agreement is entered into in U P on the _____th day of ________ , 2006

Between

Pantaloon Retail India Limited, a company duly incorporated under the Companies Act, 1956 and having its
Registered Office at Knowledge House, Shyam Nagar, Off. Jogeshwari Vikhroli Link Road, Jogeshwari (East),
Mumbai 400 060, hereinafter referred to as “PRIL” (which expression, unless it be repugnant to the context or
meaning thereof shall be deemed to mean and include its successors and assigns) of the One Part;

And

EDGE FACILITY MANAGEMENT PVT LTD, a company duly incorporated under the Companies Act, 1956
and having its Registered Office at 5, S -530 / 301, Third Floor, Tyagi Chambers School Block Shakkarpur
Delhi-92 hereinafter referred to as “Contractor” (which expression, unless it be repugnant to the context or
meaning thereof shall be deemed to mean and include its successors or assigns) of the Other Part.

WHEREAS,

(i) PRIL and its Affiliates are in the business of Retail stores as well other related business with a multi
locational presence throughout India.
(ii) Contractor has represented to PRIL that Contractor has the necessary infrastructure, expertise,
experience and knowledge to provide certain Services (as hereinafter defined) to PRIL
(iii) Contractor has offered to provide the Services to PRIL.
(iv) PRIL has agreed to avail of the Services (particulars whereof are set out in the Scope of Service –
Annexure A hereto) to be provided by Contractor on a non-exclusive basis with respect to the Area on the terms
and conditions mutually agreed by and between PRIL and Contractor.
(v) All work orders issued by PRIL to Contractor for provision of Services under this Agreement shall be
governed by the terms of this Agreement.

NOW, THIS AGREEMENT WITNESSTH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS
FOLLOWS:

1. Definitions:

“Affiliate” shall mean with respect to any Party, any other person directly or indirectly
Controlling, Controlled by, or under direct, indirect or common Control with, such person.
For the purposes of this definition of “Affiliate”, “Control”, “Controlled” or “Controlling” shall mean, with
respect to any person, any circumstance in which such person is controlled by any person by virtue of
the latter person controlling the composition of the board of directors or managers or owning or
controlling percentage of the voting securities or interests of such person or otherwise.

“Area” shall mean the area specified in Annexure C and any other designated location assigned
by PRIL from time to time, to Contractor to perform its Services in accordance with this Agreement.

“Parties” shall mean the joint reference to PRIL and Contractor.

“Party” shall mean either PRIL or Contractor.

“Services” shall mean all services necessary or required to be rendered by Contractor to effectively
meet the requirements of PRIL and as specifically set out in Scope of Services – Annexure A hereto.
 "Service Fees" shall mean and include the total amount paid under this Agreement by PRIL the
Contractor as the contractual amount and as consideration for Services as set out in Annexure A and as clearly
spelt out in Annexure B inclusive of statutory levies, charges, taxes, fees, cess and other statutory payments.

Appointment

2. PRIL hereby appoints Contractor on a non-exclusive basis and Contractor hereby accepts the
appointment and agrees to provide the Services in the Area and agrees to provide Services more
particularly set out in Annexure-A hereto in accordance with the terms and conditions set out herein.

Term

3. Unless terminated earlier, the appointment of Contractor shall

be for a period of __________ months commencing from __________ and ending on ______________.
This Agreement may be renewed after the said period for a further period of 12 (twelve) months as per
mutual discussion.

Services

4. Contractor agrees that:

4.1 Contractor shall provide Services as discussed and detailed in the Area . PRIL shall be entitled, at its
sole discretion, to enlarge or curtail the Area. ( Refer Annex – H , Essential deployment at each post in the store)

4.2 Contractor shall comply with the catalogue, instruction manual, circulars provided by PRIL for
performing the Services.

4.3 Contractor shall not do or cause to be done any act whereby or by reason whereof the reputation and
goodwill of PRIL is adversely affected in any manner whatsoever.

4.4 At all times, all the Services provided by Contractor shall be of the highest standards.

4.5 Contractor shall develop its own network and arrangements and recruit its own employees for providing
Services as referred to in the Scope of Services – Annexure A.

4.6 Contractor shall at all times, employ adequate number of competent, qualified and experienced
individuals to carry out the Services. If required by PRIL, Contractor shall provide resumes and such other
details of its employees to PRIL. The requisite qualitative requirement for Contractor employees is given in
Annexure D to this Agreement.

4.7 Contractor shall employ all its employees providing Services under this Agreement on a rotational basis,
as per procedures laid down by PRIL. However, the Contractor shall not transfer their employees on rotation
until it is first approved by PRIL.

4.8 Contractor shall ensure that all its employees report for duty on time and as per their respective
schedules/shifts. Contractor shall at all times ensure that all its employees record their entry and exit times for
duty as per procedures laid down by PRIL. PRIL shall at any time have the right to audit and inspect all records
relating to the above.

4.9 All the employees of Contractor shall be sufficiently trained and shall have adequate knowledge of the
Services to be provided.

4.10 Upon instructions from PRIL, Contractor shall replace any employee of Contractor from the team of
employees providing Services, if in the reasonable opinion of PRIL, such employee is not suitable.

4.11 PRIL shall at its own discretion, require Contractor to curtail or increase the number of persons
providing Services

4.12 All persons employed by Contractor for rendering Services hereunder shall be employees of Contractor
and Contractor shall be solely liable and responsible for timely payments of all dues to such employees, such as
salaries, wages and other dues.

4.13 All persons engaged in providing Services under this Agreement, shall be under direct control and
supervision of Contractor and they shall not be deemed to be employees of PRIL. Contractor shall indemnify and
hold harmless PRIL against all claims, costs, losses including damages that may arise from any claims by any
person engaged by Contractor.

4.14 Contractor shall promptly pay all undisputed claims, dues, salaries, statutory compliances and wages of
all its employees providing Service under this Agreement. Contractor shall pay all dues, salaries and wages of its
employees via ECS facility/or by cheque to the designated bank account and proof of the same shall be duly
provided to PRIL on a monthly basis.

4.15 Contractor shall be liable and responsible for meeting all liabilities of the employees employed by
Contractor for providing Services hereunder and meet such liabilities in a timely manner in compliance with all
the applicable laws.

4.16 Contractor shall be solely liable and responsible for meeting all liabilities arising out of death or any
injury caused to employees employed by Contractor for providing Services hereunder

4.17 PRIL shall not be liable for any payments, dues, wages and salaries of the employees of Contractor.

4.18 Employees of Contractor shall enter PRIL premises only when specifically instructed to do so and shall
at all times obey PRIL rules and regulations. Employees of Contractor shall not cause any nuisance in PRIL
premises or inconvenience to any other person thereat.

4.19 PRIL shall not in any way be responsible for the debts, liabilities or obligations of Contractor and/or
Contractor’s employees.

4.20 Contractor shall not subcontract any Services under this Agreement to any subcontractor without the
prior written consent of PRIL.

Support and Office Material

5. PRIL may provide stationery and/or equipment ( Metal Detectors etc) to Contractor to be used for
delivering the Services to PRIL. Contractor shall use such material and/or equipment solely for the purpose of
rendering Services hereunder in accordance with instructions of PRIL and for no other purpose. Upon expiry or
termination of this Agreement, Contractor shall promptly return or deal with all such material and/or equipment
in accordance with PRIL instructions.

Payment and Settlement of Accounts

6.1 In full consideration of the Services to be provided by Contractor hereunder PRIL shall pay to Contractor the
Service Fee as set out in Annexure-B hereto.

6.2 Contractor shall maintain at all times cost records and accounts related to this Agreement. PRIL shall have
the right to examine, with advance notification, such records and accounts for the purpose of verifying
 requests for payment when costs are the basis of such payment.

6.3 The format and process for the invoices is more specifically given in Annexure E to this Agreement.
Invoices shall be delivered on the 21st of each month for the Services rendered for the previous month.
For seeking reimbursement, Contractor shall submit PF and ESIC Challans for its employees engaged in
providing the Services on a monthly basis. In the event of any discrepancies or errors in the invoices
submitted by Contractor, the payment period shall be calculated from the receipt of the revised and
corrected invoice. PRIL shall pay the amounts due to Contractor within a month of receipt of correct
invoice.

6.4 In case the subject matter of a dispute is the invoiced amount, then PRIL shall give 10 days notice to
Contractor to rectify the dispute and if the dispute is not rectified by the Contractor then PRIL shall
have the right to withhold only Services charges of disputed amount until the full and final resolution of
the dispute.

Taxes & Duties

6A.1 The Service Fee as set out in Annexure B shall be subject to tax deduction at source (TDS) as per the IT
Act, 1961 and Rules thereto and shall be inclusive of all other rates and duties levied in India. Contractor
will be responsible for all taxes (except service tax as given in Annexure B) including any personal taxes
of its representatives, levies or any surcharge. Any increase in duties, levies or taxes (other than service
tax) shall be borne solely by the Contractor and shall not result in any increase in the Service Fee
mentioned in Annexure B. However, any increase in the minimum wages and related taxes as applicable
under law on PRIL as a principal employer will be borne by PRIL

Contractor Representations

6B.1 Contractor represents that:

(a) Contractor is an entity duly organized, validly existing and in good standing under the laws of its
origin, qualified to do business in all jurisdictions relevant to its receipt of the Services, with all
requisite power to enter into and perform its obligations under this Agreement in accordance with its
terms;
(b) Contractor has, and will maintain at all times during the term of this Agreement, at its own expense,
all rights, titles, licenses, permissions and approvals etc necessary in connection with its
performance of its obligations under this Agreement, including all underlying rights and those
necessary to perform the Services specified therein; and
(c) Contractor, its officers, subcontractors, employees, agents, representatives, consultants, and/or other
authorized persons have no pending or threatened litigation or action (including any criminal cases,
complaints, investigations) of whatsoever nature.
(d) The Contractor shall conduct background check of all of its workers deployed or to be
deployed in the Outlets/Stores of PRIL prior to their posting in the Outlets/Stores and ensure
that such persons were/are not involved in any criminal or immoral activity before or charge
sheeted by police or any authority in connection with any offence. The Contractor shall also
provide RPIL with complete personal details of each and every person posted by it in the
Outlets /Stores with supporting documents to substantiate the personal identities of such
workers.
 Indemnities

7.1 Contractor shall at its own cost and expense, release, defend, indemnify and hold harmless PRIL for
payment of all statutory dues and employee benefits. Contractor agrees to release, defend, indemnify and
hold harmless PRIL, its Affiliates and their officers, directors, employees and agents from and against
any and all losses, liabilities, claims, obligations, costs, expenses (including, reasonable attorneys’ fees),
which result from, arise in connection with or are related in any way to claims by third parties, including
but not limited to any officers, employees, agents, consultants and subcontractors of Contractor incurred
by PRIL for:

(a) Injury (including physical or mental injury, libel, slander and death) to person(s) or loss or damage to
tangible property, caused by (or relating to strict liability of) Contractor or any subcontractor or its or
their respective officers, employees, representatives or agents;

(b) Violations of applicable laws, applicable permits, codes, ordinances or regulations by Contractor or
any subcontractor;

(c) any other liability or loss that shall: (i) have resulted from any negligent or willful act or omission or
from the default of Contractor or any subcontractor or its or their respective officers, employees,
representatives or agents in the performance of the Agreement; or (ii) shall be a liability or loss for
which Contractor or any subcontractor are legally liable;

(d) Breach of any terms of this Agreement.

7.2 For the purposes of the Section 7.1, a reference to “Contractor" shall include Contractor and its officers,
subcontractors, employees, agents, representatives, consultants, and/or other authorized persons.

7.3 To avoid any doubts, it is clarified that PRIL’s remedies provided under this Section are in addition to the
provisions for penalties provided under Annexure A to this Agreement.

Confidentiality

8.1 Contractor shall hold all information, data, material, instructions, communications, the terms and
conditions of business as strictly confidential, whether received in writing or oral form, from PRIL. The
breach of this Section shall be construed as a material breach and PRIL may terminate this Agreement
forthwith in case of breach on the part of Contractor. The Parties also agree:

(i) To maintain and use the confidential information only for the purposes of this Agreement and only
as permitted herein;

(ii) To only make copies as specifically authorized by the prior written consent of the other Party and
with the same confidential or proprietary notices as may be printed or displayed on the original;

(iii) to restrict access and disclosure of confidential information to such of their employees, agents, and
third parties on a "need to know" basis, and upon the execution of a written undertaking from
such employees, agents, and third parties to maintain confidentiality of the confidential
information disclosed to them in accordance with this Section 8; and

(iv) to treat confidential information as confidential for a period of five (5) years from the date of
receipt. In the event of earlier termination of this Agreement, the Parties hereby agree to maintain the
confidentiality of the confidential information for a further period of three (3) years from the date of such
termination.
 8.2 Contractor agrees that any of PRIL technical or business information that Contractor‘s employees or
agents acquire while on PRIL premises, or through access to PRIL computer systems or databases while
on or off PRIL premises, shall be deemed confidential information.

8.3 All information provided by PRIL to Contractor shall, at all times, remain the sole and exclusive
property of PRIL. Upon termination/expiry of this Agreement, confidential information shall be returned
to PRIL or destroyed in accordance with the instructions of PRIL and evidence of such destruction
should be provided to PRIL to its reasonable satisfaction. PRIL may at its sole option, witness the
destruction.

8.4 For the purposes of the Section 8, a reference to “Contractor" shall include Contractor and its officers,
subcontractors, employees, agents, representatives, consultants, and/or other authorized persons.

Relationship

9. It is agreed between the Parties that this Agreement entered into between them is strictly on a principal
to principal basis. Under no circumstance shall PRIL be deemed to have instructed, communicated or
corresponded with any of Contractor‘s employees in relation to Services under this Agreement.

Assignment

10.1. Contractor shall not assign or sub-contract this Agreement in whole or in part to any third party, without
the prior written consent of PRIL.

10.2. PRIL may at its sole discretion, assign this Agreement, and the rights and obligations to an Affiliate of
PRIL and accordingly inform Contractor of such assignment.

Advertisement

12.1 Any Advertisements undertaken by Contractor using the name of PRIL or associate companies shall
require prior written sanction / approval of PRIL. PRIL would have no obligation to reimburse full or
part expenditure of any advertising incurred by Contractor unless agreed to in writing before
commencement of such activity.

12.2 In any event, Contractor shall not use the name or logo of PRIL in any manner whatsoever either for
credit arrangements or otherwise.

No Agency

13.1 This Agreement is not intended to and shall not be deemed to bring into existence a relationship of
principal and agent between PRIL and Contractor. Contractor shall not represent or hold himself out as agent of
PRIL except to the extent provided under this Agreement.

13.2 Contractor shall not make any commitments or representations to the prospective subscribers or enter
into any agreement with them on behalf of PRIL.

Termination
 14.1 PRIL may at any time terminate this Agreement by giving ninety (90) days notice, or
in lieu thereof pay one months Service Fee to Contractor; in the event of non performance of the job as
described in annexure a of this agreement.
14.2 PRIL shall be entitled to forthwith terminate this Agreement by a notice in writing upon the
occurrence of the following events:

a) Insolvency of Contractor; or
b) Contractor ceasing to function as a concern; or
c) Contractor being declared bankrupt in liquidation, whether compulsory or voluntarily;
or
d) Any change in the ownership or control of Contractor; or
e) Any breach by Contractor of any obligations under this Agreement; or
f) If the appointment or continuance of Contractor under this Agreement has or is likely to
result in loss of goodwill or reputation of PRIL or any of its directors of officers; or
g) Failure to conform to, or breach by Contractor of any applicable law ; or
h) Failure to perform the Services to the full satisfaction of PRIL.
i) Frequent absenteeism of employees of Contractor or absenteeism of employees of
contractor without being previously approved by PRIL
j) Non – performance or under performance of the employees of Contractor.

14.3 Except for Sections 14.2 (e), (f), (g), (h), (i) and (j) in the event of a termination PRIL shall pay
Contractor as full compensation all undisputed amounts due and not previously paid to Contractor for Services
rendered in accordance with the terms of the Agreement, prior to such notice, and for Services thereafter
rendered as specified in such notice subject to claims dues and setoffs by PRIL.

14.4 On termination or expiry of this Agreement Contractor shall immediately return to PRIL all technical
and business documentation or information and destroy all unused stationery.

14.5 Each Party shall abide by and uphold all rights and obligations accrued or existing as on the terminating
date.

Limitation of Liability

15.1 In no event the aggregate liability of PRIL and/or its Affiliates arising in any manner whatsoever shall
exceed the amount remaining unpaid (after setting off all amounts due from Contractor) in respect of Services
rendered prior to occurrence of the event giving rise to any liability of PRIL.

15.2 Notwithstanding anything to the contrary in the Agreement, in no event shall either Party be liable,
whether in contract, tort, or otherwise, for special, punitive, indirect or consequential damages,
including, without limitation, loss of profits or revenues arising under or in connection with this
Agreement.

Records and Reports

16. Contractor shall maintain records and accounts of all:

(i) Expenses relating to this Agreement;

(ii) Transactions – financial or otherwise and/or correspondence entered into by and between PRIL
and Contractor and submit such reports to PRIL periodically as specified by PRIL; and

(iii) Such other records and reports as required under applicable laws and/or may be specified by
PRIL from time to time.
 Contractor shall diligently and faithfully submit such reports on a regular basis to PRIL in such format as
prescribed by PRIL.

Audit

17. Contractor shall submit to PRIL a monthly compliance statement recording its strict compliance with the
terms of this Agreement. In addition Contractor shall provide to PRIL, its internal and external auditors,
inspectors, regulators and other representatives that PRIL may designate from time to time access at
reasonable hours to Contractor personnel and to Contractor records and other pertinent information, all
to the extent relevant to the performance of Contractor's obligations under this Agreement. Such access
shall be provided for the purpose of performing audits and inspections to: (i) verify the accuracy and
completeness of Contractor's invoices; (ii) verify the accuracy and completeness of pass-through
expenses; (iii) examine the financial controls, processes and procedures utilized by Contractor in
connection with the obligations under the Agreement (iv) enable PRIL to meet applicable legal,
regulatory and contractual requirements. Contractor shall provide any assistance reasonably requested
by PRIL or its designee in conducting any such audit and shall make requested personnel, records and
information available during the Term and up to 3 (three) years thereafter. Contractor shall not be
required to provide any of its internal or external auditors to participate in such audit unless specifically
requested by PRIL in writing,

Compliance with Applicable Law

18. Contractor warrants that all Services under the Agreement shall be performed in strict compliance with
all applicable laws including but not limited to the Minimum Wages Act, Employees State Insurance
Act, Provident Fund Act and Payment of Bonus Act as also to any other order, ordinances, notifications,
rules, regulations, legislation or provision of or having the force, whether Central, State, Municipal or
otherwise, related to or pertaining to the execution or performance of the Services under this Agreement.
Contractor further warrants that it shall comply with any future law, order, ordinances, notifications,
rules, regulations, legislation or provision related to or pertaining to the execution or performance of the
Services under this Agreement. Contractor shall execute and deliver to PRIL any documents as may be
required to effect or to evidence such compliance. All laws and regulations required to be incorporated
in agreements of this character are hereby incorporated herein by reference. For the benefit of the
Contractor, the guidelines for compliance of labour laws by the Contractor are set out in Annexure F to
this Agreement. The Contractor undertakes that it shall comply with the same at all times during the
term of this Agreement.

Settlement of Disputes

19.1 Neither Party shall be entitled to make any claim and or be liable to the other Party whether in tort
(including negligence) or in Agreement except as specifically provided in this Agreement.

19.2 Any claim arising out of or attributable to the interpretation or performance of this Agreement which
cannot be resolved by negotiation shall be considered a dispute within the meaning of this Section.

19.3 If for any reason PRIL and Contractor are unable to resolve a claim for an adjustment, Contractor shall
notify PRIL in writing that a dispute exists and request a final determination by PRIL. Any such request by
Contractor shall be clearly identified by reference to this Section and shall summarize the facts in dispute and
Contractor's proposal for resolution.

19.4 PRIL and Contractor will meet for negotiations at a mutually agreed time and place. The Parties shall
endeavor to settle the claim through discussions between the Parties’ duly appointed representatives. It is agreed
by the Parties that if the matter does not get resolved within 15 (fifteen) calendar days from the commencement
of such negotiations, the Parties shall consider resolution of the dispute through arbitration.

19.5 Any dispute arising out of or attributable to the interpretation or performance of this Agreement shall not
be a reason for the discontinuation of Services under this Agreement by the Contractor.

Arbitration

20 All disputes and differences of any kind whatsoever arising out of or in connection with this Agreement
that is not resolved subject to Section 19 shall be referred to arbitration. Each Party will nominate one arbitrator
and the arbitrators so appointed shall appoint the third Arbitrator. The arbitration proceedings shall be in
accordance with Arbitration and Conciliation Act, 1996. The arbitration shall be at Mumbai and the proceedings
shall be held in English.

Press Releases

21. Contractor shall not (or permit any Affiliate, or any third Party to) put out any press or other media
release or make any public announcement or statement relating in any way to the Agreement
contemplated herein, the business of PRIL or its Affiliates, the activities of PRIL or its Affiliates or any
other arrangement between the Parties hereto without the prior consent of PRIL.

Severability

22 If any section, paragraph or clause in this Agreement shall be held to be invalid or unenforceable in any
jurisdiction, in which this Agreement is being performed, then the meaning of such section, paragraph or
clause shall be so constructed so as to render it enforceable to the extent feasible and if no feasible
interpretation would save such section, paragraph or clause it shall be severed from the Agreement. If
such paragraph or clause is considered an essential element of this Agreement, the Parties shall promptly
negotiate a replacement thereof. In the event the Parties are unable to agree upon the replacement within
30 (thirty) days of the final rendering such terms invalid or unenforceable, PRIL may terminate this
Agreement upon 30 (thirty) days written notice.

Entire Contract

23.1 This Agreement and documents attached herewith constitute the entire contract between the Parties with
respect to the subject matter hereof.

23.2 No changes, amendments, modifications or waiver of any of the terms and conditions hereof shall be
valid unless reduced to writing and signed by duly authorised representatives of both Parties hereto.

Notices

24. Any notice, request, consent, waiver or other communication required or permitted hereunder shall be
effective only if it is in writing and shall be deemed received by the Party to which it is sent (i) upon
delivery when delivered by hand, (ii) three days after being sent, if sent with all sending expenses
prepaid, by an express courier with a reliable system for tracking delivery, (iii) when transmitted, if sent
by confirmed facsimile, or (iv) seven days after the date sent, if sent by certified or registered mail,
postage prepaid, return receipt requested, addressed as follows:

Waiver

25. Failure by PRIL to enforce at any time or for any period any one or more of the terms or conditions of
this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms
 and conditions of this Agreement.

Jurisdiction

26. Subject to provisions of Section 20 the Courts in Mumbai will have the exclusive jurisdiction to
entertain and try any dispute hereunder.

IN WITNESS WHEREOF the Parties have executed these presents on the day and year herein above written.

For Pantaloon Retail India Limited. For _________________

Authorised Signatory Authorised Signatory

ANNEXURE A
SCOPE OF SERVICES

A. SCOPE OF SERVICE

DAILY SERVICES

Removal of waste material / garbage from the dustbins, buckets, mugs and entire premises including
the toilets, open areas / lawns and Gardens, etc.

2.Dusting and vacuuming of furniture, cup-boards telephone instruments and doors, Windows,
ventilators, blinds and glass partition using glass cleaning chemicals to keep all such articles dust free
during the morning time.

3 Acid cleaning and scrubbing of toilets, washbasins, sanitary fittings using detergents, deodorants
and disinfectants at least twice a day
.
5 Cleaning / moping of floor area by detergents, disinfectants, etc in the morning or as and when
required during the day.
6 Provision of toiletries in the toilets in the morning after daily check up.
7 Vacuum cleaning / washing of carpets wherever provided at the Institute.

WEEKLY SERVICES
Mechanical washing and scrubbing of floor area with detergents, dust removing chemicals and
polishing of the floor areas, etc.

Removal of cobwebs, dusts, termites, insects, pests, etc.

3. Windows sponging and cleaning
4 Keeping ceiling and table / pedestal fans, air – conditioning grills dust free.
Cleaning of dustbins and buckets with detergents.

Up keeping of partition glasses and panes with utmost care and by application of glass cleaning
chemicals.

Acid cleaning of sanitary wares.

Specialized cleaning of computers, peripherals, hardware’s, telephones, workstations and other

Sophisticated equipments as per direction of the Principal.

B. ADDITIONAL JOBS:

above, the Contractor shall provide supplementary office support for the occasion like visits of VIP, Annual
General Meetings of PRIL, social / cultural / sports programs or any other eventualities, for which sufficient
advance intimation shall be given, whenever possible. Compensation for this additional manpower shall be given
as agreed upon.

C. OTHER CONDITIONS:

For providing administration, supervision & control as well as to maintain liaison with PRIL & other outside
agencies, the Contractor shall maintain to the satisfaction of the authorized officer of PRIL, required
organizational set up near the PRIL site within a radius of 3kms.

In case, personnel deployed by the Contractor go on strike, go for agitation or remain absent or remain inactive
in a manner not conducive to PRIL’s interest, the Contractor shall promptly replace them by such effective &
efficient persons. In case the Contractor does not provide replacement promptly, then PRIL may deduct
Rs._____________/- per employee of the Contractor per day of absenteeism.

The total compensation for the services of the Contractor shall be subjected to
deductions for absenteeism, late coming or early leaving etc. of its employees
and compensation, if any, for nonperformance of the duties of the Contractor. It is
obligatory on the part of PRIL to inform the Contractor about the absenteeism or
late coming, early leaving or breach of duty by the agency within ten days from
the date of knowledge.

Whenever Contractor through his personnel, deployed at any of PRIL’s premises, notice or hear any thing
against the interest of PRIL, it shall report the same promptly to the authorized officer of PRIL.

The Contractor’s personnel shall not engage themselves, directly or indirectly, in any commercial activities or
employment over & above their employment with the Contractor.

All personnel deployed by the Contractor shall be respectful & shall possess required tact & patience in the
performance of their duties & shall discharge their duties in a most befitting manner keeping the honour &
dignity of PRIL as high as possible.

The Contractor shall provide at its own cost, proper & attractive uniforms & equipment (Refer Annex – I –
Uniform by service provider)to all the personnel deployed by it. However, before such uniform is prescribed, the
Contractor shall obtain the opinion of PRIL in this regard. All personnel deployed shall keep a smart, active &
impressive appearance & shall put on the uniform in well washed, pressed neat & tidy condition.

The Contractor shall rotate the personnel deployed at suitable intervals or as & when suggested by PRIL.
The Contractor shall ensure availability of one of its senior representative all the time in its office to be
maintained near PRIL’s site / within a radius of 5 (five) kilometers, from PRIL’s site who will, in his capacity as
the authorized representative of the Contractor, liaise with PRIL’s officer in charge of office support activities.

The Contractor shall ensure that in case of any emergency/ mishap /requirement it is able to be at the PRIL site
within a response time of not more than 30 minutes round the clock 24/7.

The Contractor shall provide a list of names / addresses / contact numbers of at least five senior executives who
can be contacted at any time by the PRIL management.

The Contractor shall ensure that its personnel observe the code of conduct & discipline expected of an office
staff. The employees provided by the Contractor shall maintain perfect discipline
and behavior and they shall not in any manner cause any interference,
annoyance, nuisance to the management of the Company or its business or work
or its officers/ employees/customers and other contractors.

D. PROVISION FOR PENALTY:

1. In case of any theft, pilferage, loss or damage to PRIL’s properties & persons, attributable to the
negligence or omission in duty on the part of the personnel deployed by the Contractor, PRIL shall be
entitled to levy an appropriate penalty as it deems fit for each such case, which shall be decided after
enquiry conducted by PRIL and Contractor mutually.

2. The lump sum monthly remuneration referred to in the work order is for satisfactory performance & for
fulfillment of the requirement in an adequate manner by the Contractor as per the Scope of Services
described herein above in this Annexure. In case of any unsatisfactory performance or any inadequacy
noticed in a particular month by PRIL, an appropriate amount shall be deducted for that month as per
mutual agreement.

ANNEXURE B

Service Fee

Service Fee to be paid to Contractor shall be as specified in the respective work order.

Notes:
1. Service Fee shall be inclusive of all rates and taxes levied in India but shall exclude Service Tax.
2. Service Fee shall be payable on a monthly basis as per Annexure E.
3. Taxes will be deducted at source at the rates applicable and the service tax will be paid extra at
the prevailing rates if claimed in the invoice.

ANNEXURE C

AREA

Protection of PRIL’s assets at all its sites /stores / project offices / ware houses / regional offices and all premises
spread across -------------------------------------- , tangible or intangible including men & machinery and providing
administrative & office support services as per the Scope of Services provided in Annexure A to this Agreement.
 ANNEXURE D

FORMAT OF INVOICE

INVOICE
From : Invoice No – Dated-
Name & Address of the Contractor
WO No.- Dated

Service Period

Vendor Code
To, P.A. No.
Pantaloon Retail India Limited EPF A/c No.
ESIC No.
Service Tax No.
Attn. : Mr. _______________ Bank A/C No.
Bank
Name/Add.

Sr. Particulars of Service Duty Post Rate per Duty Amount (Rs.)
No. Post
Providing of House
Keeping Service

1.
2.
3.
4.
5.
6.

Total
Adjustments, If Any
Service Tax
Grand Total
 (Total Bill Amount in Words)

Authorized Signatory
Name:
Encl : Compliance Check list Title :
(No. of Pages_______)

COMPLIANCE CHECK LIST CUM CERTIFICATION

Verification
Sr. Check Points Agency PRIL PRIL
No. Zonal Central
EIC Sec.
1. Bill is submitted on or before 1st of every month for Services Y N
rendered in the previous month
(Date of Submission :)
2. Attendance sheet is enclosed in Annexure- 1 Y N
3. PF Challans copies of previous month enclosed in Annexure –2 Y N
4. ESIC challan copies of the previous month enclosed in Annexure-3 Y N
5. Service tax payment challan copies of the previous month enclosed Y N
in Annexure – 4

6. Specification of Manpower Y N
All the Manpower deployed are as per the specification of
the Agreement.

7. Payment of Wages
Payment to all the personnel for providing Services under this Y N
Agreement has been made as per the relevant statute. The proof of
the same such as copy of Bank statement/ summary of wage sheet
as a proof has been shown

8. Vacancy on account of absenteeism Y N

No post has been remain vacant during the billing month, except
those as mentioned in Annexure - 5

9. Rotation Program
Rotation program effected as per the rotation program during the Y N
billing month as per the Annexure -6

10. Bank Guarantee

We have submitted the Bank Guarantee of Rs. ____________ as
per the terms of the Agreement. The expiry date of the BG is Y N
_______________

11. MIS
The MIS as per the Agreement/or as intimated by PRIL has been Y N
submitted to the security department on daily / weekly/monthly
basis

12. Complaints
There is no complaints regarding unsatisfactory service, behaviour Y N
of manpower & damage to PRIL’s property etc., except those
enumerated in the Annexure - 7

13. Other Terms & Conditions

All the other terms & conditions of the Agreement are complied
with. Y N
14. Deductions
The applicable deductions on account of the non-compliances are as
per the Annexure- 8
Y N
Enclosures of Formats:
1) Annexure -5 (Vacancy on account of Absenteeism)
2) Annexure –6 (Rotation Program)
3) Annexure –7 (Complaints)
4) Annexure –8 (Deductions)
5) Annexure –9 (Payment process Flow Chart)

Annexure -5

(Company’s Name)
_________________________________________________________
(Address)
__________________________________________________________

Vacancy on account of Absenteeism

S. No. Location of the Post Zone No. of Vacancy manned

by Substitute

(Authorised Signatory)

Name:

Title:
Date:

Annexure –6

(Company’s Name)
_________________________________________________________
(Address)
__________________________________________________________

Rotation Program

S. No. Particulars No. of employees

1 No. of employees deployed in the previous

Month

2 No. of employees rotated during the month

(Internal / External)

3 Balance employees to be rotated

(Note – The replaced employees are as per the specification of the Agreement & possess valid gun
license)

(Authorised Signatory)

Name:

Title:

Date:
 Annexure -7

(Company’s Name)
_________________________________________________________
(Address)
__________________________________________________________

Complaints

Sr. Location / Post Particulars of Complaints Details of Corrective

No. action

(Authorised Signatory)

Name:

Title:

Date:
 Annexure –8

(Company’s Name)
_________________________________________________________
(Address)
__________________________________________________________

Deductions

S. No. Nature of Non compliance Max. Penalty Recommended

Penalty (Rs.) *
13.1 Statutory Compliance *

13.1.1 Non remittance of EPF Dues

13.1.2 Non remittance of ESIC Dues
13.1.3 Non remittance of Service Tax
13.2 Other Compliances

13.2.1 Post remain vacant

13.2.2 Non adherence to rotation program
13.2.3 Complaints non resolved *
13.2.4 Security Guard/Employee found
sleeping/ not in proper Uniform
13.2.5 Any other penalty
13.3 Total Deductions

* To be recommended by PRIL and mutually agreed by both parties after investigation.

(Authorised Signatory)

Name:

Title:

Date:

Annexure -9
 ANNEXURE F

GUIDELINES FOR COMPLIANCE OF LABOUR LAWS BY THE CONTRACTOR

GENERAL

The Contractor, shall be solely responsible for the strict compliance of labour laws, industrial laws & such other
laws, which are applicable from time to time including but not limited to, notifications, amendments or additions
/ corrigendum, which are made / issued by competent authorities.

The Contractor shall also be responsible for various taxes / levies of the State Government/ Central Government
& other statutory bodies.

The Contractor, at its own expenses, shall comply with all labor laws / industrial laws & such other laws
including rules made there under as well as other governmental orders & shall keep PRIL indemnified by
executing an indemnity bond in respect thereof for a period of 3 (three) years after the expiry/termination of this
Agreement.

The Contractor shall not deploy / engage any person, who has not completed the age of 18 (eighteen) years on
the date of his deployment / engagement.

Contractor, before deploying any persons for working, shall issue identity cards with photo to every person
engaged by it, which shall be duly countersigned by the nominated officer of PRIL.

The Contractor, at its own cost, shall provide all safety appliances & such other personal protective gear to its
employees, which are required for safe working.

Medical Examination: As per the statutory provisions of the applicable Labour Laws medical examination of
each person deployed at the site shall be the duty of the Contractor.

The Contractor at its own cost shall provide all amenities / facilities for welfare of its employee as required
under the provisions of the Contract Labour (R&A) Act / Inter State Migrant Workman Act or such other Act.

The Contractor shall display notices in English & Local language at conspicuous places in the establishment
showing

*Rates of wages
*Hours of work
*Wage period
*Date of wages payment
*Name & address of the Inspector having jurisdiction under the Act &
*The date of payment of unpaid wages.

& will send copies of such notices to the Inspector from time to time

Contractor will maintain its office at the place wherein the response time in case of any eventuality is not more
than 30 minutes. Contractor will also keep an appropriate person knowledgeable on statutory compliances &
maintain all statutory records as in-charge of that office. Such records & registers shall be made available by
Contractor at any time for inspection by the nominated / authorised officer of PRIL if so required.

The Contractor shall not give any formal designation to any of its employees except that of-
A) Skilled workman.
B) Semi skilled workman.
 C) Unskilled workman.

Some of the major statutory liabilities & obligations of the Contractor arising out of various labour laws,
industrial laws & such other laws are given below.

Before commencement of Services under this Agreement, Contractor shall submit following documents to HR
Department of PRIL:

*A copy of the letter of intent / work order issued to it by PRIL.

*An attested copy of the document showing the legal status of its firm / company.
*An attested copy of the document showing allotment of PF code number to comply with its firm / company by
the Regional Provident Fund Commissioner.
*A copy of the receipt or cover note or insurance policy taken by it to comply with the provisions for the
Workman Compensation Fund Commissioner.
*A copy of the license from the competent authority under the Contract Labour (R&A) Act.
*A copy of the license from the competent authority from the state, from which the Contractor has recruited the
employee & also a copy of license from the commissioner of labour of the state where it is deploying the
employee, under the Inter State Migrant Act, if the Contractor has recruited any employee from a state other than
state of deployment & has deployed such employee at the site of PRIL for execution of the Services. Indemnify
Bond shall be executed by Contractor on non judicial stamp of Rs. 50/- daily notarized & completed in all
respect.

CONTRACTOR LABOUR (REGULATION & ABOLITION ACT)

The Contractor, if employing 20 or more number of employees, shall obtain & maintain a valid license as
required under the provisions of the Act during the term of the Agreement.

In case, the license expires during the term of the Agreement, Contractor shall get it renewed from the competent
authority well before its expiry.

The Contractor shall ensure that the number of employee deployed by it does not violate the license.

The Contractor shall, within 3 days of the deployment, issue an ID card.

The Contractor shall send the notice of commencement & notice of completion of assigned work under Form
No. VI (A) within 15 days of the event in both the cases to the Licensing Authority.
The Contractor shall disburse the wages through electronic transfer.

The Contractor shall give paid leave to such of its employees, who have worked for 240 days or 2 / 3 of total
number of working days during the previous calendar year @ 1 leave for every 20 working days. Contractor
shall issue Leave Card in Form No. XIX to each of such employees.

The Contractor shall display the abstract of the Act & the rules made there under in English & Local language at
conspicuous & convenient place in the establishment.

The Contractor shall provide various facilities such as drinking water, canteen, rest rooms, First aid boxes, etc.,
to its employee as applicable under the provisions of Sections 16 to 19 of the Act.

INTER STATE MIGRANT WORKER ACT

If the Contractor plans to recruit any person(s) from the state other than the state of deployment at PRIL site,
Contractor shall obtain a licenses under Rule 7 (I) of the Rules (Central) made under the Act from the licensing
authority of the state from where Contractor plans to recruit the person (s) & also from the licensing authority of
the state of deployment, where the establishment is situated under Rule 7 (b).

The Contractor shall in such cases pay Journey Allowance equal to 50% of monthly wages or @ Rs.75/-,
whichever is higher to the persons at the time of recruitment.

The Contractor shall issue a passbook to every Migrant Workman (employee).

The Contractor shall furnish particular in respect of Migrant Workman if person is recruited from outside the
state in which he is deployed.

The Contractor shall provide to the Migrant Workmen various facilities specified under the Act such as suitable
residential accommodation of specified area, medical facilities (free of charge), protective clothing etc.

The Contractor shall notify every fatal accident & serious accident sustained of the concerned employee.

PROVIDENT FUND & MISCELLANEOUS PROVISIONS ACT:

The Contractor shall cover each of its employees/personnel under the Provident Fund Act from the every first
day of his employment with it.

The Contractor shall deduct employees contribution, will add employers matching contribution toward PF,
Family Pension Scheme, Deposit Linked Insurance scheme, administrative charges etc. at the rates fixed by the
government authorities form time to time & shall deposit both these contribution by 15th of every month.

The Contractor, by 20th of every month, shall submit a copy of the challan to the Store manager / security in
charge together with a statement showing the name of workman / employee, amount of wages paid, amount of
employees contribution deducted, amount of employers contribution & total amount, so deposited.

The Contractor by 16th of every month shall display on the notice board a copy of the statement giving the details
of Provident Fund amount deposited by it for its employees as mentioned above for information of employees.

The Contractor shall, within 2 months from the close of the financial year i.e. by end of May every year, arrange
to obtain the Provident Fund Slip for each of its employees, shall hand it over to the employee after obtaining his
receipt & shall send a written intimation to that effect to the Store manager / security in charge by 15 th June
every year together with the list of employees for whom the Provident Fund Slips are given.

MINIMUM WAGES ACT:

Contractor shall pay to its employees the minimum wages fixed by the appropriate authority or at the rate
prescribed under the contract for different items of work, if any, whichever is higher.

PAYMENT OF WAGES ACT:

Contractor shall pay wages to each of its employees before the expiry of 7th day of the succeeding month.

The billing circle shall be from 21st of every month to 20th of next month.
The Contractor shall display notices on its notice board, showing the rates of wages, hours of work, wage period,
date of payment of wages, name and address of the inspector under the Minimum Wages Act having jurisdiction.
Notice shall be displayed in the language understood by the majority of the employees and also in the regional
language.

The Contractor shall maintain various registers such as advance register, over time register etc. required under
the Act and make them available for inspection to PRIL’s authorized officer / authorities under the Act, when
asked for.

Where the employment of any of its employees is terminated / retrenched by the Contractor, Contractor shall
ensure that the said employee is removed from the premises of PRIL and in no way hinder the smooth
functioning of the site.

The Contractor shall ensure that wages are paid by it to its employees directly without intervention of any other
middle agency / person such as Jamadars / Agents / Thekedars etc. and that no amount by way of commission or
otherwise is deducted from the wages of the employees.

WORKMEN COMPENSATION ACT / EMPLOYEES STATE INSURANCE ACT:

The Contractor shall take the ESI code number if applicable and should ensure that all its employees are
identified with an insurance number such as to facilitate the payment of ESI contributions. The Contractor is
liable to pay its contribution in respect of every employee and deduct employee’s contributions as per the
specified rates to the corporation within stipulated time.

Or in case ESI Act is not applicable then the Contractor shall make payment of compensation in case of accident
/ injury in accordance with the provisions of Workmen Compensation Act.

Till the Employees State Insurance Act is made applicable by the competent authority to the area of the
establishment, the Contractor shall insure all its employees/personnel under the Workmen Compensation Act by
taking an insurance policy to cover itself against all claims and shall extend it to the legal heir within the
specified time.

The Contractor shall submit a copy of insurance policy to the officer deputed by PRIL and keep it renewed from
time to time during the tenure of the Agreement. First RA bill of the Contractor will be cleared only after receipt
of the workmen compensation policy by the.
to the officer deputed by PRIL

While making such payment through insurance policy, Contractor shall not recover any amount given/spent by it
for the concerned employee for any expenses, except half-monthly compensation, if paid during treatment.

The Contractor shall submit accident report in Form No. I to the immediate to the officer deputed by PRIL and
also Complaints to the concerned statutory authorities within 24 hours in case of fatal accident and within 2
days in case of non-fatal accident.

INDUSTRIAL DISPUTE ACT:

Any employee being retrenched by the contractor shall be as per the guidelines laid out in the HR policies of the
contractor and also as per the Law laid down in the industrial dispute act. It shall have no binding on PRIL
 whatsoever.

The Contractor shall furnish a list of employees, whom it intends to retrench along with their date of joining,
wages and other details to HR Dept. The date, time and place of payment of full and final dues to such
employees shall also be intimated by the Contractor to HR Dept.

PAYMENT OF BONUS, GRATUITY ETC:

The Contractor shall also pay Bonus & Gratuity to its employees/personnel, if any from time to time.

Annex - H

Essential Deployment On Each Post In The Store

Additional
No: of No: of Guards
Ser No Post Remarks
Supervisor Guards Required for
Week days
1 Entry
2 Exit
3 Back office Exit
4 Back office Entry
5 Ladies Toilet
6 Gents Toilet
7 Ladies Change room
8 Gents Change room
Supervisor for store less
9
than 50000 sq feet
Supervisor for store more
10
than 50000 sq feet
11 Vigilance
12 Baggage Counter
13 Loading / Unloading Bay
14 Warehouse in the Store
15 Gold Stall
16 Escalator exit
17 Escalator entry
Deployment during silent
18 hours for store more than
70000 sq feet
Deployment during silent
19 hours for store less than
70 sq feet
 Deployment during silent
20 hours for stores which are
part of mall

* The number of security personnel to be deployed in the store shall be mutually agreed and frozen by the reps of
PRIL and CONTRACTOR

Uniform To Be Provided To The Security Personnel By CONTRACTOR

Ser Uniform Numbers At the time Supervisors Guards Lady Gunman Remarks
No Per Year of Guards
induction

1 Pants 2 Yes Yes Yes Yes Yes

2 Shirts 2 Yes Yes Yes Yes Yes
3 Leather Belt 1 Yes Yes Yes Yes Yes
4 P Cap 1 Yes Yes Yes Yes Yes
5 Shoes 1 Yes Yes Yes Yes Yes
6 Applets 1 Yes Yes Yes Yes Yes
7 Socks 2 Yes Yes Yes Yes Yes
8 LineYard 1 Yes Yes Yes Yes Yes
9 Whistle 1 Yes Yes Yes Yes Yes
10 Baton 1 Yes Yes Yes Yes Yes
11 Tie 1 Yes Yes Yes Yes Yes
Season
12 Rain coat 1 Time Yes Yes Yes Yes
Season
13 Jersy'/Coats 1 Time Yes Yes Yes Yes
Water
14 Bottle 1 Yes Yes Yes Yes Yes
15 Gumboots 1 Yes Yes Yes Yes Yes
16 Torch 1 Yes Yes Yes Yes Yes

NOTE
* The pattern of the uniform shall be approved by PRIL .
* In case PRIL decide to have a particular design / colour of the uniform, Contractor shall make
necessary arrangements.