HEADQUARTERS OFFICE HINDUSTAN BHAWAN To: All Zonal Heads Date: May 7, 2014 Code : RET:AKJ:MDG Sub: Continuation of sales and supplies as per provisions of Clauses 8.7 and 8.9 of Marketing Discipline Guidelines 2012 1. As per clause 8.7 read with 8.9 (1) of MDG 2012, in case of critical irregularities where sales and supplies at the Retail Outlet were not suspended during or after inspection, the same will not be discontinued due to order of competent authority for termination and will continue till decision by the Appellate Authority. 2. In order to comply with the above referred clauses following procedure has been decided: After approval of termination by the competent authority a letter, vetted by Zonal Legal Department, containing the following aspects should be issued to the dealer by the concerned Regional Head: a. Speaking Order (describing background, findings of inspection, show cause notice, dealer's reply and reasons for not finding the reply as satisfactory) Clause quoted below. Other requirements to be complied by the dealer as and when termination order comes into force such as removing his goods and materials from the RO premises, handing over vacant and peaceful possession of RO premises, etc. Quote ad “The above irregularities committed by you, your servants or agents are in gross violation of Clause Nos. of the dealership agreement and these also violate Clause Nos. ___ of the Marketing Discipline Guidelines 2012, the guideline action for which is termination of the Dealership Agreement executed between yourselves and our Corporation. The Dealership Agreement is accordingly hereby terminated. However, in terms of Clause 8.9 of MDG 2012, in case you so desire, a right of appeal is available to you - to be made within 30 days from the date of receipt of this letter. In terms thereof, you may approach the Appellate Authority whose address is given below: ED-Retail, Hindustan Petroleum Corporation Ltd.,4 Floor, Hindustan Bhawan, 8, Shoorji Vallabhdas Mara, Ballard Estate, Fort, Mumbai-400 001. In the event you fall to exercise your right of appeal within the time limit of 30 days, this termination order shall become final and binding and the Dealership Agreement shall stand terminated forthwith upon the expiry of the 30 days period from date of receipt of this letter. In case an appeal is preferred by you within the prescribed time limit, this termination order shall be kept in abeyance, till the decision of the Appellate Authority on your appeal. For this purpose, @ copy of your appeal should also be sent to_____, the undersigned, fo enable us to continue supplies and keep the termination order in abeyance pending a decision on your appeal, by the Appellate Authority. Kindly note that if your appeal before the Appellate Authority is rejected, then the dealership agreement executed between yourselves and our Corporation shall stand terminated forthwith upon and on the date of such rejection.” Unquote 3, It is clarified to all concerned that Clauses 8.7 and 8.9(1) are not applicable where sales and supplies have been suspended in accordance with the guidelines either at the time of inspection or at any time prior to taking the decision by competent Authority to terminate the dealership. In all such cases where sales and supplies have been suspended, the Termination letters would be issued in the same manner as is being done presently. 4, The details of the Appellate Authority In case of termination of SC/ST Dealership, will be advised to the RO/Zone while approving the File Note for termination, as it will be a Director, other than Director (Marketing). A.« pain DGM - Retail cc: ED ~ Retail (MSD) HB-4 cc : DGM - Legal Mktg (HB-2) cc: TRS/VKY (HB-4)