Representations and Warranties by BSES:

BSES hereby represents and warrants to end agree with Holding Company as follows and acknowledges and confirms that Holding Company is relaying on such representations and warranties in connection with the transactions described in this Share Acquisition Agreement: -

(a)

Due Organisation :

BSES is a company duly organized and validly existing under the applicable laws.

(b)

Due Authorisation :

BSES has the corporate power and corporate authority to adopt this Share Acquisition Agreement and to purchase the Purchase Shares and under taken the obligations of this Share Acquisition Agreement in so far it applies to BSES; the valid and legally binding obligations of BSES assumed in terms; and neither the execution and delivery nor the performance of this Share Acquisition Agreement by BSES will violate its articles of incorporation or bye-laws or any indenture, loan agreement, contract, or instrument to which BSES is a party or by which it is bound or any order, rule or regulation of any governments applicable to it for adopting this Share Acquisition Agreement and to purchase the Purchase Shares and to undertaken its obligations under this Share Acquisitions Agreement.

Representations and Warranties by Holding Company :

Holding Company, on its own behalf and no behalf of COMPANY of which Holding Company presently holds the entire shares (legally and beneficially), hereby represents and warrants to and agrees with BSES as follows and acknowledges and confirms that BSES is relying on such representations and warranties in connections with the transactions described in this Share Acquisition Agreement :-

Holding Company has the authority to enter into and to perform this Share Acquisition Agreement and to sell the Purchased Shares to BSES and the terms of this Share acquisition Agreement constitutes valid and legally binding obligations of Holding Company, enforceable in accordance with their respective terms; and neither the execution land delivery nor the performance of this Share Acquisition Agreement by the Holding Company will violate its articles of incorporation or bye laws or any indenture, loan agreement,. Contract or instrument to which the Holding Company is a party or by which it is bound or any order, rule or regulation of any government authority. Further the Holding Company has duly complied with all statutory requirements applicable to it for adopting this Share Acquisition Agreement and to sell the Purchased Shares and to undertake its obligations under this Share acquisition Agreement.

COMPANY is a company duly organized and validity existing under the laws of India and from the date of its incorporation till the date signing if this Agreement. The COMPANY has conducted its business in the ordinary course land its COMPANY has the corporate power and authority to execute and perform is obligations under this Agreement.

The Purchased Shares have been duly land validity authorized and issued by COMPANY and constitute 51 percent of the issued ordinary share capital of the COMPANY and shall be fully paid as on the completion date; Holding Company owns the Purchased Share free and clear of all liens, security interests, restrictions and other adverse claims; when the when the Purchased Shares are transferred to BSES and registered in the books of COMPANY , BSES will acquire good and valid title to the Purchased Shares and own them free and clear of all liens, security interests, restrictions and other adverse claims as on the Completion Date specified in Article 2, and COMPANY will not have issued and will not be authorized to issue and no person will hold any option or other contractual right to cause the COMPANY to issue any equity shares or any other capital stock other than the issued equity shares as specified in Recital "K".

The Recitals to this Share acquisition agreement are true and accurate in all material respects; other than the undertaking transferred under the transfer Scheme the COMPANY does not directly or indirectly own any interest in any corporation, partnership, joint venture or other business entity, the Memorandum and Articles of association of the COMPANY has not been amended and save as provided or envisaged in this share Acquisition Agreement such amendment has been proposed or pending; the Minute Books of the COMPANY contain true and accurate records of all meetings of the COMPANY

(e)

It shall be the earnest desire of GNCTD and the Holding Company to provide such reasonable assistance on a best endeavour bases [without incurring any legal obligation] to facilitate the COMPANY in the operation land conduct of its business.

TRANSFER TAXES

(a)

Transfer taxes

BSES shall be liable for land shall pay all share transfer duties, taxes, recording fees, sales taxes, stamp duties and all other taxes, duties or other like charges property payable upon or in connection with the conveyance and transfer of the Purchased Shares to BSES