WORK ORDER

Ref.: ICIECPL/Foundation/KNP/14-15/WO-001 Dated: 03.01.2015

M/s. ANKIT CONSTRUCTIONVill.-Bhojpur Nigoh, P.o.- MighauliKannauj, U.P.

Sub: 765 kV SC (Quad Bersimis ACSR) Transmission Line (Mainpuri - Unnao) Package - 3 of UP BOOT Transmission Project- Work Order for Foundation Works.

Dear Sir,With reference to our discussions on the above matter, we (hereinafter Employer) are pleased to issue this Work Order to M/s ANKIT CONSTRUCTION (hereinafter Contractor) for construction of tower foundations associated with erection of 765 kV SC (Quad Bersimis ACSR) Transmission Line (Mainpuri- Unnao) Package-3 in Uttar Pradesh (hereinafter Works) subject to terms and conditions as furnished below:

1.SCOPE OF WORKThe scope of work shall include though not limited to, excavation in all types of soils & rocks shoring, shuttering, dewatering & fixing of templates & formwork; placing and binding of reinforcement steel; stub-setting & concreting; removal of formwork & back filling of the foundation after concreting with excavated/ borrowed earth (irrespective of lead) and consolidation of earth; carriage of surplus earth to suitable points of disposal as required by us or the client; curing of the location for the recommended period; and all labour, transportation/ inter-carting and material as stated below for completion of the foundation work.

2.WORK SPECIFICATIONWe presume you have read in detail the applicable technical specification (attached as Appendix-III) for foundation work for the cited project, which shall be binding on you. The foundation work is to be carried out to the complete satisfaction of ours, and the clients supervising engineers and site representatives. Except with the written approval of our client, no deviations from the technical Specification shall be permitted.

3.SCHEDULE OF QUANTITIESThe actual quantum of work and the locations where you would be required to carry out the foundation work will be decided by our Project Managers posted at Mainpuri / Kanpur field office.You shall maintain regular contact with our site representatives for the above; as well as for day-to-day coordination to ensure timely availability of location marking & foundation classification, allotment of cement and reinforcement steel, and to adhere to the stipulated quality tests & norms for this activity. Due to the extrigencies of our contract and for completion of this project in time, it is expressly understood that you will not be the only contractor for this foundation activity, and we are at liberty to engage as many additional agencies for our requirement which shall be at our sole discretion.

4.TIME SCHEDULE, QUALITY & CONDUCTTime and work quality being the essence of this work order, you shall strictly abide by the schedule of work given to you from time to time and depute/ arrange adequate quality manpower, material & equipment resources consistent with the work volumes and schedules assigned to you. Both you and your site staff & workmen shall maintain proper work ethics and conduct to ensure smooth/ unobstructed functioning of all site activities, and a good working relationship with ours and the clients engineers and site representatives. In case you unable to achieve the targets assigned to you for any of the above reasons or for poor conduct, we shall be at liberty to terminate this work order, and engage alternative agencies to carry out the work left incomplete by you, and to recover the cost from any of the revenue due to you.

5.WORK TO BE DONE / MATERIAL TO BE SUPPLIED BY EMPLOYER

5.1We shall arrange to carry out check survey and provide required peg marks for each location where you will be required to carry out foundation work. In this regard you shall depute your responsible representative to accompany our survey party to note the peg mark, record the tower type and foundation classification to avoid delays. However confirmation is to be sort from our field supervision staff.5.2Required quantity of cement and reinforcement steel duly fabricated as per the requirement of the classified foundation design shall be issued to your authorized representative from our nearest store. Receipts given by your authorized representative will be valid for all accounting purposes. No wastage will be allowed over actual consumption as per the design drawings and specifications. Empty cement bags need not be returned.5.3Form Boxes, props/templates for stub setting will be issued as per requirement which would be determined by our site representative. Tools if available which are issued to you on request, shall be returned to our store in proper working condition allowing normal wear & tear. In case of any willful breakage/ damage, rough use, or loss due to thefts, the present cost for replacement plus 15% shall be recovered in full from your bills.5.4Required quantity of stubs, cleats, bolts nuts and washers shall be issued to your authorized representative at our stores. No wastage will be allowed for stubs and cleats under any circumstances. A maximum of 0,25% (quarter Percent) wastage on bolts, nuts and washers may be considered at the sole discretion of our site manager depending upon the work environment.5.5Drawings and specifications for the work

6.WORK TO BE DONE AND SUPPLIES TO BE MADE BY CONTRACTOR

6.1Except for work elements and material specified in clause 5 above, all other work (as defined in clause-1 above) and supply of bulk material like metal (stone ballast) sand, water, consumables etc, required for completion of any foundation is to arranged by you, though not limited to the following, and in accordance with Technical Specifications (attached as Appendix III) and Safety Provisions (attached as Appendix IV) to this Work Order.6.2 Marking the pits for excavation as per the pit marking dimensions to be provided by our field office depending on the type of tower and foundation. In this regard the classification of foundation type shall be only as directed by our representative at site and there will be no dispute on this aspect under any circumstances.6.3Supply of metal and sand form client approved sources only and also transportation of all required materials from our stores to the specific foundation locations assigned to you.

6.4Clearing the work site and restoring the same to its original condition by removing all surplus sand, aggregate, concrete etc. such that the land owner will not be required to spend any money for putting his land back to use after the foundation work over.6.5Employ skilled and efficient staff and workmen for carrying out the work assigned to you. You shall mobilize adequate resources like vehicles, concrete mixer, vibrators, water pumps etc. as may be required. It is expressly understood that the unit rates hereinafter specified includes all aspects of the work and no additional claim on any account whatsoever will be entertained.6.6Reconciliation of steel and cement issued to you. It is specially understood that no wastage is allowed for cement and steel over the actual consumptions as per drawings. In case you are not able to account for the cement and steel issued to you , the cost same will be recovered from your bills at the prevailing market rate or purchased price, whatever is higher, plus 15% for handling and storage charges.6.7You will extend all possible cooperation for resolving way leave problems and temporary obstruction by villagers/landowners. The rates being offered have been arrived at by taking into account possibility of some idling due to such problems. Compensation to landowners/villagers etc. for crop damage however shall be arranged by us.

7.PRICE SCHEDULETotal value of this work order is INR. 28,49,679.00 (Indian Rupees Twenty Eight Lacs Forty Nine Thousand Six Hundred Seventy Nine Only) excluding VAT/CST & Service Tax, as specified in Appendix-I attached herewith. These rates shall cover all your costs and expense as listed above in the scope of work, and all payments shall be made to you as per the unit rates mentioned in Appendix - I. Further, these rates will be applicable to whatever are the actual certified volumes/ nos for the foundations executed and shall remain fixed and firm for the entire duration of project.

8.TAXES & DUTIESAll payments shall be made after deduction of all statutory deductions (including TDS, WCT, Labour cess etc wherever applicable), in comply with the prevailing tax laws. Against these deductions, the statutory certificates for TDS/WCT shall be provided by the employer to the contractor. Reimbursement of VAT/CST & Service tax incurred by the Contractor on the execution of this work order shall be paid on submission of documentary evidence of tax payment challan along with the debit note / invoice by the Contractor.

9.TERMS OF PAYMENT :

9.1There will be no advance payment

9.290% payment against your monthly progress bills calculated at the unit rates specified in Appendix-I shall be released within 15 days of submission of your bills. Payments shall be made only for the locations for which the Joint Measurement Certificate. (JMC) has been issued by the Employer. For this purpose you shall render all possible assistance to our field staff.9.3Balance 10% payment will be held as retention & shall be released to you at the end, on completion of all the work allotted to you; submission of your final bill & fulfillment of all your contractual obligations under this work order; reconciliation of all material issued to you; and receipt of a No Claim Certificate from you.

The above payments shall be released to you subject to your timely compliance with all statutory requirements & submission of Tax invoice, though not limited to, as listed in Appendix-11 - General terms and conditions. Further, statutory deductions like Income-Tax etc, shall be made by us from your bills as per the Government guidelines in vogue.Notwithstanding the sub-activity rates specified in Appendix-I, it is expressly understood and clarified that payment will be made only for completed foundations. No part payment or ad-hoc payment will be made under any circumstances.

10.DEFECTS LAIBILITY PERIOD:There shall be defects liability period of twelve (12) months from the date of taking over of Works. Any defect noticed during defects liability period shall be rectified by the Contractor without any extra cost and in case Contractor fails to execute its obligation, Employer shall execute work and deduct costs incurred from Contractor.

11.LIQUIDATED DAMAGES:If the Contractor fails to achieve completion date in accordance with Completion Schedule for the whole of the Works, (or a part for which a separate time schedule is agreed) then the Contractor shall pay to the Employer a sum equivalent to half percent (0.5%) of the Contract Price of not completed Works as liquidated damages for such default and not as a penalty, without prejudice to the Employers other remedies under the Contract, for each week or part thereof of delay until actual delivery or performance subject to the limit of ten percent (10%) of Contract Price. The Employer may, without prejudice to any other method of recovery, deduct the amount of such damages from any monies due or to become due to the Contractor. The payment or deduction of such damages shall not relieve the Contractor from his obligation to complete the Works, or from any other of his obligations and liabilities under the Contract.

12.STATUTORY OBLIGATIONS & REQUIREMENTS:12.1As per statutory provisions, deductions shall be made on account of Income Tax/ Works Contract Tax and other statutory deductions etc. from the Contractors bills as applicable and nothing extra shall be payable on this account.12.2The Contractor shall abide by all applicable Central, State and/or local labour laws with respect to all the labour/ manpower engaged for this work. In the event of any liability on the Employer, by virtue of its being the Principal Employer, due to the Contractors failure to comply with applicable Central, State and/or local laws , the Contractor shall indemnify and reimburse the amount payable by the Employer and its directors, employees, representatives, consultants, agents and other third parties on this account.12.3.The Contractor must submit to the Employer evidence towards deposit of the following charges/Levies/cess etc by whatever name called, in the form of self attested (duly acknowledged) copies of the Pay-in slips/challans for respective period, to the relevant authorities as under:i)Welfare Cess, deposited with cess collector, as per Section 3 of the Building and other Construction Workers Welfare Act, 1996.ii)PF and pension out of PF contributions payable as per Section 6 and Section 6A of The Employees Provident Funds and Miscellaneous Provisions Act, 1952.iii)Contribution towards the ESIC, payable under Employees State Insurance Act, 1948.

13.CO-ORDINATION WITH OTHER AGENCIES:The Contractor shall co-ordinate with other agencies to create work front for the scope of the Works and to achieve completion by due date stipulated in the Contract. No coordination charges will be paid to the Contractor for co-ordination with other agency(ies) appointed by the Employer.

14.EXISTING FACILITIES:The Contractor shall ensure while working that no damages are done to other facilities or property at the Project site or otherwise, and will make all necessary provisions to protect the same while executing the Works at the Project site and if required, proper screening of Project site will be done so that other neighborhood buildings/ facilities are not disturbed.

15.UTILITIES:The procurement of electricity and water for the Works shall be the responsibility of the Contractor. In the event that the Employer provides electricity and/or water to the Contractor, the same shall be on chargeable basis at one point. The Contractor shall provide adequate lighting at all Work fronts and / or localised zones. Providing of lighting to access routes to such Work fronts / localised zones from a safety point of view shall be the absolute responsibility of the Contractor.Temporary lighting, electricity and supply installation, fittings and like shall be installed in strict accordance with the appropriate Indian Standards and Electricity Act. In the event that the Contractor uses DG Set, the Contractor shall at all times comply with applicable environmental and safety laws of the Central Government, State Government and/or local authorities, as may be applicable.

16.HOUSE-KEEPING:The Contractor shall clear the area of work of all the debris, muck, mud etc. generated during the course of the Works and keep the Project site clean and tidy. The debris should be cleaned on a regular basis and disposed off to a suitable location identified by the Contractor at its own cost.

17.SAFETY MEASURES:Safety is of prime importance for Works of this nature. The Contractor shall follow strict safety guidelines (attached as Appendix IV) and shall adopt all necessary safety measures for the due execution of the Works as per the safety guidelines at the Project site as may be provided to the Contractor from time to time by the Project Head and/or the Employer.

18.SPECIFICATIONS:The entire Works shall confirm strictly to as per relevant specification issued by the Employer and as per instruction of the Project Head.

19.JURISDICTION:The Court in Gurgaon alone shall have the sole and exclusive jurisdiction in respect of any matter arising under or in connection with or relating to this Contract referred to the Courts for

adjudication with reference to the arbitration agreement or any other matter arising thereof. No other court shall have jurisdiction in any litigation arising between the Parties.

20.AMENDMENT ETC.:No modification, alteration or amendment of this Contract or any of its terms or provisions shall be valid or legally binding on the parties unless made in writing duly executed by or on behalf of both the parties hereto.

21.TERMINATION21.1.Termination for convenience:The Employer shall have the right to terminate this Work Order at any time after giving Fifteen (15) days written notice to the Contractor in case the Employer decides to terminate Work Order due non availability of work front or due to any other reason. This termination shall be without responsibility or liability to pay any compensation to the Contractor other than, the Contractors entitlement to be paid the Contract Value only for the Works actually completed up to the date of notification for termination.

21.2.Termination due to default of the Contractor:The Employer shall have the right to terminate this Work Order, without prejudice to any other right or remedy, on the occurrence of any of the default events listed below by giving the Contractor fifteen (15) days notice thereof:

(i)If the Contractor is adjudged bankrupt or becomes subject to voluntary or involuntary proceedings under any bankruptcy or insolvency law or the Contractor makes a general assignment for the benefit of its creditors, or if a receiver is appointed on account of the Contractors insolvency/bankruptcy; or(ii)If the Contractor persistently or repeatedly refuses to carry out the Works diligently;(iii)If the Contractor fails to provide requisite manpower for completion of the Works;(iv)If the Contractor causes undue delay in the completion of the Works; or(v)If the Contractor contravenes or breaches any provision of this Contract

The Contractor shall be entitled to be paid for the Works actually completed by it till the date of notification for termination. The Employer shall have the right to make use of all or any Equipments of the Contractor for completion of the Works. The Employer shall be entitled to appoint a new contractor or contractors to complete the Works and the Contractor shall in such case lose and forfeit all his interest whatsoever under this Work Order except his claim for Contract Value only up to the extent of Works completed by the Contractor.However, all the other obligations undertaken by the parties hereto prior to such termination shall survive.

22.GOVERNING LAW:This Contract shall be governed and construed in accordance with the Laws of India.

23.ARBITRATION:In case of any dispute, both the parties shall try to resolve the dispute by mutual discussions, but in the event, same is not resolved, the matter shall be resolved by sole arbitrator appointed by Employer. Arbitration proceeding shall be conducted as per Arbitration and Conciliation Act, 1996. The venue of the Arbitration shall be Gurgaon (Haryana).

24.INDEMNIFICATION:The Contractor shall indemnify and hold harmless the Employer and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever nature, including attorneys fees and expenses, which the Employer may suffer as a result of any action of Contractor in relation to the execution of this Work Order. Any information provided by Employer shall be for information only and Contractor shall verify such information. Contractor shall not be liable for any compensation due to inaccuracy of information provided by Employer.Please sign and stamp the duplicate copy of this work order as your unconditional acceptance of all the terms of this contract, and return the same to us within Seven days from the date issuance of Work Order.

Thanking you,Yours faithfully,For Isolux Corsan India Engineering & Construction Pvt. Ltd.

Akhilesh Kumar BhartiAlberto Olivas AvelloPranab Kumar PalSite Project HeadManager Administration CPM, UPBOOT

Jose Enrique Myro Borrero Ramiro Jose Diez LopezCGMDirector T&D

Accepted on Behalf of M/s ANKIT CONSTRUCTION

Authorized SignatoryEncl.:1.Appendix I Schedule of Price2.Appendix II - General Terms and Conditions3.Appendix III Technical Specifications4.Appendix IV General HSE Conditions of Subcontract Work Agreement

APPENDIX-ICONTRACTOR: M/S ANKIT CONSTRUCTIONAPPENDIX TO WORK ORDER NO: ICIECPL/Foundation/KNP/14-15/WO-001Dated: 03.01.2015

Package: Foundation Work in 765 KV S/C QUAD MAINPURI - UNNAO TL. (Package-3)SCHEDULE OF PRICES

Item No.DescriptionUnitQtyUnit RateTotal Amount ( INR)

1Excavation of Dry / Wet Type soil including backfilling Cum3894.741126 490,737

2Excavation of WBC type soil including backfilling Cum0.0000 -

3Excavation in PS/FS type soil including dewatering and shuttering Cum480.192158 75,870

4Placement of Reinforcement Steel (Reinforcement Shall Be supplied in Fabricated Shape free of cost by employer MT51.0362100 107,176

5Stub Settings

5.1A Type MT4.1043150 12,928

5.2D Type MT4.5363150 14,288

6Concreting ( Cement will be supplied free of cost by employer ) at M20 grade. Nominal Mix 1 : 1. 5 : 3 Cum479.3483990 1,912,599

7Concreting ( Cement will be supplied free of cost by employer ) at M20 grade. Nominal Mix 1 : 3 : 6Cum57.9543675 212,981

8Installation of earthing pipe type. (Earthing by employer)Nos11.0002100 23,100

9Installation of earthing of towers Counterpoise type Nos0.0000 -

TOTAL 2,849,679

APPENDIX II

APPENDIX TO WORK ORDER NO: ICIECPL/Foundation/KNP/14-15/WO-001Dated: 03.01.2015

GENERAL TERMS AND CONDITONS:

1It is understood that you are familiar with terrain through which this line passes2.The copy of technical specification relating to foundation work may be collected from our Site Office, and work is to be done strictly in accordance to the specification.3.The quantum and place of work will be decided by our site In-charge. We reserve the right to reduce the scope of work or take away the portion of the work in case the progress and quality of work is not to our satisfaction. The decision of our site in-charge will be taken as final in this regard. Further, the work will have be done to the technical specification and the satisfaction of our Engineer.

4.InsuranceAll your workers shall be covered by workmen compensation insurance taken by the Employer for which details of workmen are to be submitted by the contractor.

If the Contractor fails to submit the above details periodically, Employer shall not be liable for any compensation or any other legal liability whatsoever due to any incident involving Contractors workers at site.

5.Labour.You will follow all the rules and regulations governing / enforced by the local labour regulations. You will submit to us details of workers engaged and wages paid per month.

6.Every effort shall be made to provide you with continuity of work. However should there arise a need to temporarily suspend the work due to unforeseen reasons, right of way problems etc., you shall comply with the instructions of our site manager and extend all cooperation. However, no idling cost shall be payable.

2nd Floor, Block- Two(2), Vatika Business Park,Sector-49, Sohna Road, Gurgaon - 122001, Haryana, IndiaTel.: (+91) 124 4823200 - Fax: (+91) 124 4823210