THIS MEMORANDUM OF UNDERSTANDING is made this…………. day of……….20 One thousand
nine hundred and Ninety……….between X Y & Co. India Limited, a Company incorporated under the
Companies Act, 1956 and having its Registered Office at ……………..hereinafter called “the Seller”(which
expression shall unless excluded by or repugnant to the context be deemed to mean and include its
successors and Assigns) of the
FIRST PART, X of Bombay residing at …………….. hereinafter called “the Purchaser” (which
expression shall unless excluded by or repugnant to the context be deemed to mean and include his
heirs, executors, administrators, legal representatives, assigns and nominee) of the SECOND PART and
Y son of Late………. residing at ………………..and carrying on business as sole Proprietor of Y & Sons as
share brokers at………………………,………………. India, hereinafter called “the Share Broker”) of the THIRD
PART.
NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS FOLLOWS:
(1) The seller agrees to sell and the purchaser agrees to purchase and……….Ordinary Shares of Rs. 10
fully paid and……….preference shares of Rs. 10 fully paid of A B & Co. Ltd., details of which shares are
set out in the list enclosed at or for the consideration of Rs . ……….calculated at the rate of Rs
……….per equity share and Rs ……….per preference share together with 1% brokerage equivalent to
Rs ……….subject to the terms and conditions hereinafter contained.
(2) The purchaser will deposit the above consideration money being the value of the shares
with……….Bank , ……….Branch,………………..
(3) The purchase price and the brokerage shall not be changed due to increase or decrease in the
fluctuation in market of the shares and the consideration money and the brokerage amount stated above
shall be treated as fixed amount.
(4) The transfer of shares will be effected and this MOU is executed subject to the approval of the
Companies Act, 1956 and Securities Contracts (Regulation) Act and other applicable provisions of the
law.
(5) The seller agrees to lodge, with signatures duly verified by the Registrar of the Company, all the
shares accompanied by blank instrument of transfer duly signed by the transferors with………….Bank ,
………. as agreed upon within fifteen days from the date hereof.
(6) The ……….Bank ……….shall make payment of the consideration money to the Seller within one
week from the date of transfer of shares by the Company.
(7) The seller hereby agrees, declares and undertakes that the seller shall make necessary applications
to the statutory authorities within a period of one week from the date of this the shares to the purchaser
MOU for the transfer of

(8) (a) to see that permissions of statutory authorities is obtained by complying with requirements under
the relevant statute for transferring the shares in favour of the purchaser;
(a) (b) to execute instrument of transfer properly-,
(c) to see that the purchaser’s name is recorded in the share register maintained by the company.
(9) The seller hereby agrees and undertakes that the said shares shall be delivered to the .
Bank . f ree from any lien, charge, encumbrance, fis pendence and/or attachments
(10) The seller shall arrange for obtaining necessary consents from. Obtain all financial institutions .
……….Bank and other banks for transferring the said shares in favour of the purchaser
(11) It is also agreed that guarantee furnished by the Seller and the Guarantors, full particulars whereof
are set out in the list annexed hereto in their respective individual capacities, in favour of banks and
financial institutions for securing the financial assistance granted by such banks and financial institutions

to A B & Co Ltd., and its subsidiaries namely A B & Sons (P) Ltd., A B & Brothers (P) Ltd., and the A &
Co. Ltd., would be released from their respective obligations and liabilities under the guarantees and
such guarantee will be substituted by Purchaser’s Guarantee in favour of such banks and financial
institutions, and purchaser would furnish such guarantee in favour of Banks and financial institutions.
(12) The purchaser reserves the right to terminate and/or cancel at his option this MOU
(a) if the shares of A B & Co. Ltd. are delisted by Bombay Stock Exchange;
(b) if A B & Co. Ltd. and its subsidiaries namely, A B & Sons (P) Ltd., A B & Brothers (P) Ltd.,
the A & Co. Ltd. are finally wound up under the provisions of the Companies Act, 1956 or
Sick Industrial Companies (Special Provisions) Act, 1985 or any of the immovable
properties of the aforesaid 4 Companies including the immovable properties of A B & Co.
Ltd., comprised in Mill No……….situated at……………….. is sold by any
order of the court or otherwise.
(b) (c) if all the shares agreed to be sold by the seller are not permitted to be transferred in
favour of the purchaser by any statutory authority;
(c) (d) if the shares held by the seller are not permitted to be transferred in favour of
the purchaser by financial institutions, banks, BIFR and any courts;
(e) if any commitment is required to be made by the purchaser before BIFR for
revival of the A & Co. Ltd.
(13) The seller confirms that the Board of Directors of the Seller has passed resolutions to sell the
aforesaid shares to the purchaser on………………………. and the relevant extract of the resolution
passed by the Directors is annexed hereto.
(14) This MOU shall remain valid for a period of three months. The validity period of MOU may be
extended for such further period as may be mutually agreed upon between the parties hereto.
(15) The share broker hereby confirms and agrees to act as share broker in the above transaction.
IN WITNESS WHEREOF these presents have been executed by the parties hereto on the day, month
and year first above written.
WITNESSES Signed and delivered for and on behalf of the above named seller X Y &
Co. Ltd. by Shri M, one of its
Directors pursuant to the Resolution of the Seller passed on ……….
For X Y & Co. Ltd.
Director

Signed and delivered by the above-named purchaser X
Signed and delivered by the Share Broker